Tish Mendoza

About Tish Mendoza

Letitia (“Tish”) Mendoza, age 49, has served on Fluence Energy’s Board since August 2022. She is Executive Vice President and Chief Human Resources Officer at The AES Corporation (AES) since February 2021, with prior AES roles spanning CHRO (2015–2021), SVP Global HR & Internal Communications, VP HR for Global Utilities, and VP Global Compensation/Benefits/HRIS, preceded by HR leadership roles at JPMorgan Chase (Treasury Services) and Vastera. Her education includes a Bachelor’s in Business Administration and Human Resources and management/leadership programs at Villanova, Strayer, University of Maryland University College, and UVA Darden. She is designated to the Fluence Board by AES under the Stockholders Agreement and is not independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Committees: Member, Compensation & Human Resources Committee (not independent under Nasdaq); Member, Nominating & Corporate Governance Committee (not independent under Nasdaq). Committee chairs: Cynthia Arnold (Comp), Herman Bulls (Nominating). Fluence relies on “controlled company” exemptions under Nasdaq rules due to AES/Siemens/QIA voting power .
• Attendance: In FY2024, Fluence’s Board met 9 times; Comp Committee 10; Audit 9; Nominating 4; Finance & Investment 5. Each incumbent director attended at least 75% of Board and committee meetings, except Emma Falck—implying Mendoza met the ≥75% threshold .
• Compensation Committee report signatories include Mendoza, evidencing active engagement .
• Update: Barbara Humpton resigned from the Board and Compensation & Human Resources Committee effective September 30, 2025, altering committee composition post-FY2024 .

Fixed Compensation

• As an AES-designated director, Mendoza received no Board cash retainer or director equity in FY2024; independent director fees/equity are paid only to non-employee independent directors. Fluence’s proxy explicitly states AES/Siemens/QIA designees received no director compensation for FY2024 .

• Context: Independent director policy FY2024—Annual cash $60,000; Chair $35,000; Audit Chair $15,000; Comp Chair $10,000; NomGov Chair $10,000; annual RSU ~$170,000 vesting at 1 year; accelerated vest on change-in-control. Effective Oct 1, 2024 (FY2025 policy), annual cash $90,000; Chair $85,000; Audit Chair $17,500; Comp Chair $15,000; NomGov Chair $12,500; annual RSU ~$175,000 (1-year vest); Finance & Investment Chair no fee .

Performance Compensation

Company-wide executive performance plans overseen by the Compensation & Human Resources Committee (which includes Mendoza) employ hard financial metrics and service-based vesting for PSUs.

Other Directorships & Interlocks

Expertise & Qualifications

• Human capital and compensation design expertise; extensive experience in executive compensation, HR systems, and organizational development .
• Education: Bachelor’s in Business Administration & HR; management/leadership programs at Villanova, Strayer, University of Maryland University College, UVA Darden; various business management/leadership certificates .
• Governance experience: Service on HR-heavy committees (Compensation & HR; Nominating & Corporate Governance) .

Equity Ownership

• Beneficial ownership: 0 shares of Class A; <1% indicated as “—/ *” in table; no Class B-1 holdings; 0% combined voting power .
• Director stock ownership policy applies only to non-employee independent directors (5× annual cash retainer requirement); Mendoza is not independent, so the independent director policy does not apply to her. The proxy notes independent directors are in compliance or progressing toward thresholds .

Governance Assessment

• Strengths:

  • Deep HR/compensation design expertise aligned with Compensation Committee responsibilities; active engagement evidenced by committee report signature .
  • Board chaired by an independent director (Herman Bulls), supporting independent oversight under a controlled company structure .
  • Compensation Committee engages an independent consultant (Pay Governance), indicating attention to pay governance process quality .

• Concerns / RED FLAGS:

  • Not independent under Nasdaq; designated by controlling stockholder AES; sits on Comp and Nominating committees under controlled company exemptions—risk of sponsor influence on pay, nominations, and strategic decisions .
  • Zero personal share ownership weakens direct alignment with minority shareholders (independent director stock ownership policy does not apply to her) .
  • Stockholders Agreement grants AES/Siemens significant approval rights over capital actions and director designation; potential constraints on board autonomy and minority shareholder protections .
  • Company-level risk context: SEC formal investigation following short-seller allegations; while Audit Committee conducted an internal investigation and the company is cooperating, the matter remains ongoing—investor confidence depends on robust board oversight of disclosure controls .

• Implications:

  • For pay-for-performance assessment, the committee’s use of hard financial PSU metrics (Adjusted EBITDA/revenue, with capped range and service-based vesting) is a positive design feature; however, the presence of non-independent members (including Mendoza) on the Compensation Committee under controlled company exemptions is a structural governance caveat investors should monitor .
  • Ownership alignment is low for Mendoza; absent personal holdings and independent director ownership requirements applicability, investors may rely more on committee process quality and independent chair structure to offset alignment risks .