Stephanie Unwin
About Stephanie Unwin
Stephanie Unwin (age 54) is an independent Class II director of Energy Vault Holdings (NRGV), serving since March 7, 2024; her term expires at the 2026 annual meeting. She is Chief Executive Officer of Horizon Power (Australia) since 2019, with undergraduate degrees in economics and law from Murdoch University and membership in the Western Australia Bar Association. Her board biography highlights deep energy and renewables leadership and prior executive roles across Australian utilities and energy firms .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Horizon Power | Chief Executive Officer | 2019–present | Led decarbonization projects and positioned company for long-term growth |
| CBH Group | General Manager, Transformation & Technology | 2018–2019 | Transformation leadership |
| Phylogica (ASX:PYC) | Chief Executive Officer & Managing Director | 2017–2018 | Executive leadership at a listed biotech |
| Synergy & Verve Energy | GM Retail; GM Commercial; Chief Transformation Officer | Pre-merger years totaling ~9+ years | Senior roles at WA’s largest energy generator/retailer |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Energy Networks Australia | Board Member | Current | Industry body governance |
| Alacer Gold Corp | Director | Prior | Public company experience |
| Zenith Energy | Director | Prior | Energy sector board service |
| Integra Mining Limited | Director | Prior | Mining sector governance |
| Western Australia Bar Association | Member | Current | Legal qualifications |
Board Governance
- Committee assignments: Audit Committee member; audit committee met four times in 2024; each member (including Unwin) qualifies as an “audit committee financial expert” and meets NYSE financial sophistication requirements .
- Independence: Board determined Unwin is independent under NYSE rules; all audit, compensation, and nominating committee members are independent .
- Attendance: In 2024, the Board met four times and each director attended at least 75% of Board and relevant committee meetings; all seven directors attended the 2024 annual meeting .
- Board class/tenure: Class II director; term expires at the 2026 annual meeting .
- Lead Independent Director: Larry Paulson (context on independent oversight) .
Fixed Compensation
| Component | Amount/Structure | 2024 Amount (Unwin) |
|---|---|---|
| Annual cash retainer | $75,000, paid quarterly | $75,000 |
| Committee chair cash fee | +$15,000 to chair (if applicable) | Not applicable (not a chair) |
| Initial RSU grant (upon appointment) | Approx. $200,000 grant-date value; time-based vesting over 3 years | Stock awards granted in 2024: $161,434 grant-date fair value |
| Annual RSU grant (if ≥6 months service) | Approx. $100,000 at annual meeting; vests by next annual meeting | Included in 2024 stock awards total |
Notes:
- Change-in-control: Director Initial and Annual RSUs vest in full upon a change in control, subject to service at the time of transaction .
- No per-meeting fees disclosed; program centers on retainer plus RSUs .
Performance Compensation
Directors do not have performance-conditioned equity (no PSUs or option awards disclosed for non-employee directors); RSUs vest based on time, not financial/ESG targets .
| Metric Category | Details |
|---|---|
| Performance metrics tied to director pay | None disclosed for directors; awards are time-based RSUs |
| Option awards to directors | None outstanding for non-employee directors as of 12/31/2024 |
| Change-in-control treatment | Full vesting of director RSUs upon change-in-control |
Other Directorships & Interlocks
- Public company boards: Prior service at Alacer Gold, Zenith Energy, Integra Mining; current board member of Energy Networks Australia .
- Interlocks/conflicts: Company disclosed no related-party transactions involving Unwin under Item 404(a); she will participate in the standard non-employee director compensation program .
- Related-party transactions in recent proxies involved other parties (e.g., Continuum Renewables affiliate of former director Bill Gross), not Unwin .
Expertise & Qualifications
- Sector expertise: Energy and renewables leadership; transformation and commercial roles at major Australian utilities .
- Financial oversight: Audit Committee member; designated as audit committee financial expert .
- Education: Economics and law degrees (Murdoch University); WA Bar membership .
- Recognitions: Named among Western Australia’s most influential business leaders (Business News’ Power 500) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (as of 3/31/2025) | 45,988 shares; <1% of class | Includes RSUs vesting within 60 days |
| Shares outstanding (record date 3/31/2025) | 154,242,940 | Context for ownership % |
| Stock awards outstanding (12/31/2024) | 137,978 RSUs | Aggregate RSUs held |
| Options outstanding (director) | None (non-employee directors) | Alignment via RSUs, not options |
| Hedging/pledging | Hedging prohibited; pledging prohibited without compliance approval via Insider Trading Policy | Policy applies to directors |
Governance Assessment
- Board effectiveness: Unwin strengthens audit oversight as an independent audit committee member and designated financial expert, bringing utility-scale energy experience relevant to NRGV’s storage solutions .
- Independence and attendance: Independent status and satisfactory attendance (≥75% of meetings) support investor confidence in oversight quality .
- Alignment: Director pay combines fixed retainer and time-based RSUs; no meeting fees disclosed, and director equity vests over time, with change-in-control acceleration typical for board programs .
- Conflicts/related-party exposure: No Item 404(a) transactions involving Unwin; broader related-party items in proxies did not involve her, limiting conflict risk .
- RED FLAGS: None disclosed for Unwin (no related-party transactions, no hedging/pledging, no attendance shortfalls). Contextual board structure note: CEO also serves as Chair; mitigated by Lead Independent Director (Paulson) and regular executive sessions of independent directors .