Krishna Vanka

About Krishna Vanka

Krishna Vanka, age 42, has served as Chief Executive Officer, President, and Director of Flux Power since March 10, 2025, bringing 18+ years of experience in renewable energy, EV charging, IoT, fleet/asset management, and telematics . He holds a BASc in Computer Engineering (University of Ottawa) and an MBA (Georgia State University), and completed executive programs at UC Berkeley, including AI for Business Strategies . Under his prior leadership at Fluence Digital (Fluence Energy), ARR grew 300% and AUM expanded 5x; Mosaic software earned Time’s 2022 Best Innovations recognition . Early in his tenure, Flux’s Q3 FY2025 revenue grew 16% YoY to $16.7M, with gross margin up to 32% and adjusted EBITDA loss narrowing to $(1.1)M .

Past Roles

External Roles

• No other public company directorships or external board roles disclosed for Vanka .

Fixed Compensation

Performance Compensation

• Annual Bonus Plan structure (effective FY2024 onward): Compensation Committee sets bonus pool and performance criteria annually; executives eligible .
• FY2026 metrics and gates:
  • Metrics: Company full-year revenue and net income with a positive EBITDA gate; plus discretionary KPIs .
  • Target and max for CEO: Target 100% of salary; max 150% of salary .

Equity incentives (design per Employment Agreement, applicable beginning FY2026) :

• Time-based RSUs: annual value = 50% of base salary; vest in three equal annual tranches over 3 years .
• Performance-based RSUs (PSUs): target value = 50% of base salary; max 150%; based on budget performance goals; cliff-vest on 3rd anniversary of grant date if earned .

Specific award disclosure (as filed in 8-K; note the company’s dates):

• Time RSUs: 121,951 RSUs; vest annually over 3 years; first vest date July 1, 2026; based on $200,000 value (50% of salary) / $1.64 per share (closing price on July 1, 2026) .
• Performance RSUs: up to 182,927 RSUs at maximum; cliff vest on 3rd anniversary of July 1, 2025; based on same $200,000 value at target; eligible based on Company budget performance goals .

Note: The August 6, 2025 Form 8-K describes awards and references dates in 2026; we present as disclosed without interpretation .

Equity Ownership & Alignment

As of July 14, 2025, the beneficial ownership table shows no reported beneficial ownership for Krishna Vanka; total common shares outstanding were 16,835,698 .

• Related participation: The Special Meeting proxy states Vanka (CEO and director) participated in the September 2025 private placement on the same terms as other investors (Series A Preferred via prefunded warrants and common warrants), creating an interest in the proposals ; the 10-K details affiliate participation, including Vanka, in the private placement .

Governance and policy alignment:

• Clawback policy: Board adopted a policy effective October 2, 2023, compliant with SEC Rule 10D-1/Nasdaq 5608; executives agreed in writing; recovery approach and exceptions disclosed .
• Insider Trading Policy: Requires preclearance for Section 16 insiders; outlines compliance processes and training .
• Pledging/hedging: No specific pledging prohibition disclosed in cited excerpts; insider policy governs trading and derivatives broadly .

Employment Terms

• Effective date and role: Appointed CEO, President, and Director effective March 10, 2025 .
• Agreement: Executive Employment Agreement dated March 10, 2025 .
• Compensation terms:
  • Base salary: $400,000; annual reviews by Board/Comp Committee .
  • Initial incentive: $100,000 upon positive average EBITDA over next nine months .
  • Bonus eligibility from FY2026: up to 150% of base salary, based on budget goals set by Board/Comp Committee .
  • Equity from FY2026: Time RSUs (50% salary, 3-year ratable vest); PSUs (target 50%, max 150%, cliff-vest year 3 if earned) .
• Severance/change-in-control:
  • Termination without cause or upon Change in Control: 12 months’ base salary lump sum plus 12 months company-paid life/medical/dental (employee contribution applies) .
  • Double-trigger equity acceleration for Change in Control termination: Time RSUs and any earned PSUs subject to double-trigger acceleration .
• Restrictive covenants: Non-compete during employment; confidentiality beyond termination .
• At-will: May be terminated with or without cause at any time .

Board Governance (including Vanka’s director role)

• Board chair and independence: Upon CEO transition, the Board appointed Dale T. Robinette (independent director) as Chairman on March 10, 2025 .
• Director since: Vanka has been a director since March 2025; age 42 as of April 1, 2025 .
• Committee structure and independence:
  • Audit Committee: Chair Lisa Walters-Hoffert (independent); Mark F. Leposky and Dale Robinette are members .
  • Compensation Committee: Chair Dale Robinette (independent); Lisa Walters-Hoffert and Mark F. Leposky are members .
  • Nominating & Governance Committee: Chair Mark F. Leposky (independent); Dale Robinette and Lisa Walters-Hoffert are members .
  • Footnotes denote independent directors; Vanka is not labeled as independent (serves as CEO and director) .
• Dual-role implications: Vanka serves as CEO and director; Board leadership resides with an independent Chairman, and all key committees are chaired by independent directors, mitigating governance independence concerns .

Performance & Track Record

• Prior track record: At Fluence Digital, led 300% ARR growth and 5x AUM; product innovation recognized by Time (Mosaic) .
• Flux operating momentum (early tenure): Q3 FY2025 revenue $16.7M (+16% YoY), gross margin 32% (+374 bps YoY), adjusted EBITDA $(1.1)M (improvement), supported by product expansion and backlog of $16.9M as of March 31, 2025 .

Compensation Structure Analysis

• Greater at-risk pay mix: FY2026 design ties 100% target bonus (max 150%) to revenue and net income with a positive EBITDA gate, plus PSUs with up to 150% of salary at max—alignment to financial outcomes .
• Shift to RSUs/PSUs: Employment Agreement uses time-based RSUs (retention) and PSUs (performance), replacing options for CEO in disclosed items; specific RSU/PSU counts filed (time-based 121,951; performance up to 182,927) .
• Clawback readiness: Robust clawback policy compliant with Rule 10D-1/Nasdaq 5608; recovery mechanics and limitations disclosed; administrators can use multiple recovery methods .
• Gatekeeping and discretion: Positive EBITDA gate for FY2026 bonuses plus discretionary KPI component adds qualitative overlay while maintaining financial discipline .

Related-Party and Potential Conflicts

• Private Placement participation: Vanka and other insiders participated in the September 2025 private placement (Series A Preferred via prefunded warrants and common warrants) on the same terms as other investors; Board disclosed officer/director interests and sought shareholder approval for related proposals .

Director Compensation

• No explicit director compensation schedules (cash retainers, equity grants) for 2025 were found in the cited materials; committees and independent roles are disclosed .

Equity Vesting & Potential Selling Pressure

• Upcoming vesting events (as disclosed): Time RSUs scheduled to vest annually over three years starting July 1, 2026; PSUs cliff-vest on the third anniversary of July 1, 2025 if earned, which can create discrete settlement dates that sometimes align with Form 4 activity for tax withholding or sales .

Note: No Form 4 data or 10b5-1 plans were provided in the cited documents; observation limited to disclosed vesting schedules .

Say-on-Pay & Shareholder Feedback

• No say-on-pay vote results were identified in the provided filings; clawback adoption and Annual Bonus Plan governance were disclosed .

Investment Implications

• Pay-for-performance alignment: FY2026 package emphasizes revenue and net income outcomes with an EBITDA gate, plus PSUs up to 150% of salary—favorable incentive alignment if targets are rigorous .
• Retention vs. dilution: Time-based RSUs (121,951) and potential PSUs (up to 182,927 at max) support retention but introduce equity overhang; vesting cadence (starting July 1, 2026) may mark supply windows .
• Governance mitigants: Independent Chair and committee leadership offset CEO/director dual role; formal clawback and insider trading controls in place .
• Execution catalysts and risks: Vanka’s software and energy storage pedigree (ARR/AUM scaling at Fluence Digital) is a positive signal; near-term operating KPIs (revenue growth, margin expansion, backlog) are constructive, but internal control weaknesses (per FY2025 10-K) and capital-raising activity (preferred/warrants) underscore execution and financing risk to monitor .