Julie Blunden

About Julie Blunden

Independent director of Nextracker Inc. since January 2024; age 59; Class II director with a term continuing to the 2027 annual meeting. Background spans power, renewables and clean energy, including senior roles and board service across EV charging, energy storage, and utility-scale projects; education includes an engineering and environmental studies degree from Dartmouth and an MBA from Stanford GSB .

Past Roles

External Roles

Board Governance

• Independence: Board determined Audit Committee and Compensation & People Committee (C&P) members, including Blunden, satisfy Nasdaq and SEC independence requirements .
• Committee assignments (FY25):
  • Audit Committee: Member; Chair Brandi Thomas; 8 meetings in FY25 .
  • Compensation & People Committee: Member; Chair Willy Shih; 5 meetings in FY25 .
• Attendance: From Apr 1, 2024 to Mar 31, 2025, Board held 7 meetings; each director attended at least 75% of Board and committee meetings where they served .
• Executive sessions: Non-management directors typically hold an executive session at every regularly scheduled quarterly meeting .
• Nom Gov Committee (FY25): Not a member; committee met 4 times .

Fixed Compensation

• Director cash retainer structure (Compensated Directors): Board $65,000; Audit Chair $25,000/Member $12,500; C&P Chair $25,000/Member $12,500; Nom Gov Chair $10,000/Member $5,000; paid quarterly and prorated for partial years .
• FY25 cash compensation received by Blunden: $90,000 (consistent with Board member retainer + Audit member + C&P member fees) .

Performance Compensation

• Equity grant policy: Annual RSU grants to non-employee directors of $150,000 grant-date value (plus $50,000 additional for Board Chair); RSUs granted on business day after the Annual Meeting, vest on the business day immediately preceding the next Annual Meeting; time-based vesting only (no performance conditions) .
• FY25 equity for Blunden: RSUs grant-date fair value $150,000; 3,723 RSUs granted; vest before the 2025 Annual Meeting .

Other Directorships & Interlocks

• C&P Committee interlocks: During FY25, Blunden served on NXT’s C&P Committee; none of NXT’s executive officers served as a member of the board or compensation committee of any entity with executives serving on NXT’s Board (no problematic interlocks disclosed) .

Expertise & Qualifications

• Board skills matrix: Blunden identified for management experience, solar industry experience, risk management, strategic growth, and public board experience .

Equity Ownership

• Beneficial ownership: 6,012 shares; less than 1% of outstanding Class A .
• Unvested director RSUs: 3,723 (vest on business day immediately preceding Annual Meeting) .
• Ownership guidelines: Non-employee directors expected to hold Nextracker stock valued at ≥5x total annual cash retainer within 5 years of becoming subject to guidelines .
• Hedging/pledging: Directors prohibited from hedging, short-selling, and pledging Nextracker securities .
• Section 16(a): Directors/officers timely filed all required ownership reports in FY25 .

Governance Assessment

• Positive signals:

  • Independence and committee engagement: Active on Audit and C&P; both committees composed of independent directors; Audit chaired by a financial expert .
  • Attendance and oversight: Board and committees met regularly; directors (including Blunden) achieved ≥75% attendance; executive sessions held quarterly .
  • Director pay mix and alignment: Cash = $90k; equity RSUs = $150k with one-year vesting aligns director incentives to shareholder outcomes without short-term meeting fees .
  • Ownership discipline: Director stock ownership guidelines (≥5x cash retainer within 5 years) and prohibitions on hedging/pledging support alignment and reduce risk .
  • Related party posture: No related-person transactions beyond compensation disclosed meeting the materiality threshold (≥$120k) for directors .
  • Shareholder say-on-pay context: 2024 support ~85% indicates general investor acceptance of pay practices; 2025 say-on-pay votes: For 102,259,632; Against 24,905,312; Abstain 118,548 .

• Watch items / potential red flags:

  • Ownership disclosure is quantitative but no explicit compliance status versus director guideline is provided; monitoring progress toward 5-year guideline remains prudent .
  • Director equity awards are time-based RSUs (no performance conditions), which is standard but offers less pay-for-performance linkage than PSUs; overall alignment is mitigated by vesting and ownership guidelines .
  • Board remains classified (three classes), which can reduce annual accountability, though Blunden serves within that structure .

Overall, Blunden’s governance profile reflects independent committee service (Audit and C&P), solid attendance, and standard director compensation and ownership practices designed to align with shareholder interests, with no disclosed conflicts or related-party exposures .