DEF 14A of Fluence Energy, Inc., Jan 26, 2024

DEF 14A of Fluence Energy, Inc.

Filed Jan 26, 2024 · FY20230001868941-24-000006

Open on EDGAR

  1. PROPOSAL NO. 1 ELECTION OF DIRECTORS

    PROPOSAL NO. 1 ELECTION OF DIRECTORS Our Board is currently composed of twelve members, each serving a one-year term. The Board, upon the recommendation of the Nominating and Corporate Governance Committee and pursuant to the director appointment rights of each of the Continuing Equity Owners (as defined herein) under the terms of the Stockholders Agreement (as defined herein), has nominated the following twelve (12) director nominees (together, the "Director Nominees") to stand for election to the Board to serve for a one-year term: Cynthia Arnold, Herman Bulls, Emma Falck, Ricardo Falu, Elizabeth Fessenden, Harald von Heynitz, Barbara Humpton, Axel Meier, Tish Mendoza, Julian Nebreda, John Christopher Shelton, and Simon James Smith. Each of the Director Nominees is a current director of the Company. If elected by the stockholders at the Annual Meeting, each of the Director Nominees will serve for a term expiring at our annual meeting of stockholders to be held in 2025 (the “2025 Annual Meeting”) and the election and qualification of his or her successor or until his or her earlier death, disqualification, resignation, or removal. Each Director Nominee has agreed to serve if elected, and management has no reason to believe that any Director Nominee will be unable to serve. If, however, prior to the Annual Meeting, the Board should learn that any Director Nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this Director Nominee will be voted for a substitute nominee as selected by the Board, subject to the terms of the Stockholders Agreement. Alternatively, the proxies, at the Board’s discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. When considering whether directors have the experience, qualifications, attributes, or skills, taken as a whole, to enable our Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth below. We believe that our directors provide an appropriate mix of experience; an appropriate level of understanding of our business and its industry and other industries relevant to our business; skills relevant to the size and nature of our business; broad-based business acumen; personal and professional integrity; the ability and willingness to devote adequate time to the work of our Board and its committees, as applicable. The information presented below regarding each Director Nominee also sets forth specific experience, qualifications, attributes, and skills that led our Board to the conclusion that such individual should serve as a director in light of our business and structure. The Board unanimously recommends a vote FOR the election of each of the Director Nominees to the Board to hold office until the 2025 Annual Meeting and until his or her successor has been duly elected and qualified or until his or her earlier death, disqualification, resignation, or removal.

  2. Board of Directors

    Board of Directors

  3. Information About Director Nominees

    Information About Director Nominees The following pages contain certain biographical information as of January 23, 2024 for each Director Nominee, each of whom is a current director of the Company, including all positions he or she holds, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which the Director Nominee currently serves as a director or has served as a director during the past five years.

  4. Information About Director Nominees

    | Name | | Age | Current Position(s) | | Cynthia Arnold | | 66 | Director, Chairperson of Compensation and Human Resources Committee and Member of Audit Committee and Nominating and Corporate Governance Committee | | Herman Bulls | | 67 | Chairperson of the Board of Directors, Chairperson of Nominating and Corporate Governance Committee and Member of Audit Committee and Finance and Investment Committee | | Emma Falck | | 46 | Director | | Ricardo Falu | | 44 | Director, Member of Finance and Investment Committee | | Elizabeth Fessenden | | 68 | Director, Member of Audit Committee and Compensation and Human Resources Committee | | Harald von Heynitz | | 63 | Director, Chairperson of Audit Committee, Member of Compensation and Human Resources Committee and Nominating and Corporate Governance Committee | | Barbara Humpton | | 63 | Director, Member of Compensation and Human Resources Committee | | Axel Meier | | 60 | Director, Member of Nominating and Corporate Governance Committee and Finance and Investment Committee | | Tish Mendoza | | 48 | Director, Member of Compensation and Human Resources Committee and Nominating and Corporate Governance Committee | | Julian Nebreda | J | 57 | President, Chief Executive Officer, and Director | | John Christopher Shelton | | 52 | Director | | Simon James Smith | | 50 | Director, Chairperson of Finance and Investment Committee |

  5. Information About Director Nominees

    | | Cynthia Arnold has served as a member of our Board since October 2021. She previously served as the Chief Technology Officer for Valspar Corporation from 2011 to 2017, leading its global technology activities, and a Senior Vice President for Sherwin Williams, from 2011 to 2017. Dr. Arnold was previously with Sun Chemical Corporation where she served as Chief Technology Officer from 2004 to 2011. Prior to Sun Chemical, she served as Vice President, Technology, Coatings Adhesives and Specialties, for Eastman Chemical Company from 2003 to 2004 and in R&D and business leadership positions with General Electric from 1994 to 2003. Dr. Arnold was a Sloan Executive Science and Engineering Fellow in the White House Office of Science and Technology Policy from 1992 to 1994. She has served on the board of Cabot Corporation since January 2018, Milliken & Company since April 2019, and Citrine Informatics since January 2019. Dr. Arnold previously sat on the Supervisory Board of Avantium NL, a Dutch leading technology company in renewable chemistry, from September 2020 to May 2022 and as a consultant for Carbon 3D from November 2017 through May 2023. Dr. Arnold holds a Doctorate in Materials Science and Engineering from Virginia Polytechnic Institute and State University, and a Master of Business Administration and Management and a Bachelor of Science degree in Chemical Engineering from the University of California, Berkeley. We believe Dr. Arnold is qualified to serve on our Board of Directors due to her leadership experience and her expertise and dedication to renewable energy, sustainability, innovation, and growth strategies for new technologies. | | | Herman Bulls has served as the Chairperson of our Board since October 2021. He has spent over thirty years at Jones Lang LaSalle (JLL), currently serving as Vice Chairman, Americas, and International Director and founder of JLL’s Public Institutions business unit, which specializes in delivering comprehensive real estate solutions to nonprofit organizations, higher education institutions, and governments at the federal, state, and local levels. A thought leader and strategic advisor, Mr. Bulls guides the firm and senior executive clients on issues related to real estate occupancy, the environment, corporate governance, and social trends. Additionally, Mr. Bulls previously co-founded and served as President and Chief Executive Officer of Bulls Capital Partners, a multi-family financing company, and founded Bulls Advisory Group, LLC, a management and real estate advisory firm. Prior to joining JLL, Mr. Bulls completed nearly twelve years of active-duty service with the United States Army. He retired as a Colonel in the U.S. Army Reserves in 2008 and received the Legion of Merit award for his leadership and strategic thinking skills. In November 2021, Mr. Bulls was appointed by the United States Department of Defense to the Defense Policy Board, which provides the Secretary of Defense and the Deputy Secretary of Defense advice and opinions concerning matters of defense policy. Mr. Bulls has served on the board of directors for Host Hotels and Resorts, Inc. since June 2021, USAA since 2010, Comfort Systems USA, Inc. since 2001, Collegis Education since September 2020, American Red Cross since September 2016, New York State Teachers' Retirement System since May 2000, and the West Point Association of Graduates since 1996. He served on the board of American Campus Communities, Inc. from January 2021 through August 2022. He holds a Master of Business Administration from Harvard Business School and a Bachelor’s degree in Engineering from the United States Military Academy at West Point. We believe Mr. Bulls is qualified to serve on our Board of Directors due to his leadership and board oversight experience, financial expertise, and dedication to sustainability. |

  6. Information About Director Nominees

    | | Emma Falck has served as a member of our Board since September 2021. Ms. Falck has served as the Senior Vice President and Head of Business Segment Connected Devices at Siemens since April 2023. Ms. Falck previously served as Head of Strategy of Smart Infrastructure at Siemens from September 2020 through March 2023. She also served as a Managing Director and Partner at the Boston Consulting Group from May 2017 to August 2020 and Vice President, Greater China Area New Equipment, and China Frontline Product Strategy and Marketing for the KONE Corporation from 2015 to April 2017. At KONE, Ms. Falck also served as Director, Greater China Area New Equipment, and China Frontline Product Strategy and Marketing from 2014 to 2015 and Director of Strategy Development from 2012 to 2014. She holds a Master of Science degree in Engineering Physics and a Doctor of Science degree in Computational Physics from Aalto University. Ms. Falck is qualified to serve on our Board of Directors due to her extensive experience in leading operations globally at both Siemens and KONE, and her expertise and dedication to smart infrastructure, the energy industry, emerging markets, and product strategy. | | | Ricardo Falu has served as a member of our Board since September 2022. He has served as Senior Vice President, Chief Operating Officer and President of New Energy Technologies at The AES Corporation ("AES") since August 2023. He previously served as Senior Vice President and Chief Strategy and Commercial Officer for AES from August 2022 through August 2023. Previously, he served as the SBU President of AES Andes from January 2022 through August 2022, as Chief Executive Officer of AES Andes from April 2018 through August 2022 and as Chief Financial Officer of AES Andes from November 2014 through April 2018. Mr. Falu joined AES in 2003, and since that time, he also served as Chief Financial Officer for AES businesses in the Andes and in Mexico, Central America and the Caribbean regions. He currently sits on the board of AES Andes, a public company in Chile and has served on the board of AES Colombia since March 2015. In addition, Mr. Falu has served on the board of directors of IPALCO Enterprises, Inc. and The Dayton Power & Light Company since August 2023. Mr. Falu is a National Public Accountant as certified by the Universidad Nacional de Salta in Argentina and graduated summa cum laude with an Executive MBA from IAE Business School. He continued his education through executive financial, business, and administration programs at Darden Business School, The Wharton School, and Harvard Business School. Mr. Falu is qualified to serve on our Board due to his substantial executive experience in leading long term strategy on energy transitions in his various roles at AES and a broad knowledge of corporate finance, strategic planning, operations, and investor relations; he also has knowledge of and experience with complex financial and accounting functions and internal controls. |

  7. Information About Director Nominees

    | | Elizabeth Fessenden has served as a member of our Board since October 2021. Ms. Fessenden is a strategic leader with demonstrated success in profit and loss management from over twenty-five years as a senior executive with Fortune 100 global industrial manufacturing company, Alcoa Inc., and private equity firm American Capital. At American Capital, Ms. Fessenden served as Principal, Operations Team from 2005 to 2007. At Alcoa Inc., Ms. Fessenden served as President, Flexible Packaging, from 2002 to 2005, President, Primary Metals Allied Businesses from 2000 to 2002, Director, Executive Staffing and Leadership Development from 1998 to 2000, and Smelting Plant Manager from 1994 to 1998. Ms. Fessenden also founded Fessenden Associates, LLC, a business consulting company, in 2008. Ms. Fessenden has extensive experience as a board director and leader for public and private companies including experience as chair of Compensation, Governance, Audit, and CEO Search committees. She has served as a member of the board of directors at Alpha Metallugical Resources since February 2021, Ampco-Pittsburgh Corporation since August 2017, and Plan International USA since November 2017. She previously served on the board of directors of Meritor, Inc. from June 2021 through August 2022. She also currently serves as an emeritus trustee for the Clarkson University Board of Trustees. She holds a Master of Business Administration, Master’s degree in Systems Engineering, and Bachelor’s degree in Electrical Engineering from Clarkson University. We believe Ms. Fessenden is qualified to serve on our Board due to her leadership and public board experience, her financial and operations acumen, and her commitment to clean energy technology. | | | Harald von Heynitz has served as a member of our Board since October 2021. Mr. von Heynitz is a senior accountant and auditor certified in Germany and the United States with extensive experience in accounting, auditing, financial, and business advisory. He has been registered in his own practice since January 2020, and started as a member of management of WTS Advisory Steuerberatungsgesellschaft mbH in March 2020. Mr. von Heynitz worked for KPMG International Limited ("KPMG") in Munich and New York for thirty-three years beginning in January 1987 and ending in December 2019. He became a partner in 1999 and served as Audit Lead Partner and/or Global Client Lead Partner at large publicly listed companies. During the last fifteen years of his time with KPMG, he held different leadership positions within KPMG, including serving as the Partner in charge of the Audit function for Southern Germany from 2004 to 2007 and member of the KPMG Europe LLP Board from 2007 until 2012. Mr. von Heynitz served as a director for Siemens Gamesa Renewable Energy SA from February 2020 through February 2023. He graduated with a degree in Business Administration from the University of Munich and has been certified as a tax consultant and certified public accountant in Germany for more than twenty-five years. He has been a member of the AICPA since 1997. We believe Mr. von Heynitz is qualified to serve on our Board of Directors due to his leadership experience and financial expertise. |

  8. Information About Director Nominees

    | | Barbara Humpton has served as a member of our Board since September 2021. She has served as President and Chief Executive Officer of Siemens Corporation, the largest subsidiary of Siemens AG, since June 2018, where she leads strategy, operations, and services in the United States in the areas of electrification, automation, and digitalization. Previously, Ms. Humpton spent 2015 to 2018 as President and Chief Executive Officer of Siemens Government Technologies, Inc. ("SGT") and spent 2011 to 2015 as Senior Vice President and Chief Operating Officer of SGT. Prior to joining Siemens in 2011, she served as a Vice President at Booz Allen Hamilton where she was responsible for program performance and new business development for technology consulting in the U.S. Department of Justice and U.S. Department of Homeland Security. She also previously served as Vice President at Lockheed Martin Corporation from 2008 to 2010, where she was responsible for biometrics programs, border and transportation security, and critical infrastructure protection. Ms. Humpton has sat on the board of directors of Triumph Group, Inc. since September 2019. Ms. Humpton also currently sits on the boards of the Center for Strategic and Budgetary Assessments, Economic Club of Washington, DC, and Chief Executives for Corporate Purpose. Ms. Humpton holds a Bachelor of Science degree in Mathematics from Wake Forest University. We believe Ms. Humpton is qualified to serve on our Board of Directors due to her experience leading and managing large and complex businesses and her expertise in the energy industry, including innovative product, technologies, and services programs. | | | Axel Meier is a member of our Board and had served as a member of the board of directors of Fluence Energy, LLC since January 2020. Since April 2019, Mr. Meier has served as Chief Financial Officer of Siemens Smart Infrastructure. From 2015 until starting his current role, Mr. Meier was the Chief Financial Officer of Siemens Building Technologies. He started his career at Siemens Germany in 1988 with increasing responsibilities in businesses pertaining to communications, industry, and infrastructure. He currently sits on the board of directors of Siemens Government Technologies, Inc. Mr. Meier graduated from the University of Siegen in Germany with a degree in Financial Business Management. We believe Mr. Meier is qualified to serve on our Board of Directors due to his financial acumen and extensive international experience creating value for businesses and shareholders. |

  9. Information About Director Nominees

    | | Tish Mendoza has served as a member of our Board since August 2022. She has served as Executive Vice President and Chief Human Resources Officer at AES since February 2021. Prior to assuming her current position, Ms. Mendoza was Senior Vice President, Global Human Resources and Internal Communications and Chief Human Resources Officer at AES from 2015 to 2021, Vice President of Human Resources, Global Utilities from 2011 to 2012 and Vice President of Global Compensation, Benefits and HRIS, including Executive Compensation, from 2008 to 2011, and acted in the same capacity as the Director of the function from 2006 to 2008. Prior to joining AES, Ms. Mendoza was Vice President of Human Resources for a product company in the Treasury Services division of JP Morgan Chase and Vice President of Human Resources and Compensation and Benefits at Vastera, Inc, a former technology and managed services company. Ms. Mendoza currently sits on the board of IPALCO Enterprises, Inc. and The Dayton Power & Light Company. Ms. Mendoza studied management, leadership, organizational development and human resources through programs at Villanova University, Strayer University, University of Maryland University College and University of Virginia’s Darden School of Business. She has earned various certificates in business management, leadership and a Bachelor’s degree in Business Administration and Human Resources. We believe that Ms. Mendoza is qualified to sit on our Board due to her track record of holistic transformations on companies' cultures, communication strategies, and talent development programs. | | | Julian Nebreda has served as President and Chief Executive Officer of Fluence since September 1, 2022 and as a member of our Board since September 2021. Prior to joining Fluence as Chief Executive Officer and President, Mr. Nebreda served as Executive Vice President and President of US & Global Business Lines for AES from January 2022 through August 2022. In this role, Mr. Nebreda was responsible for AES’ renewables’ growth in the US through its clean energy business, which included development and implementation of robust supply chain strategies. He previously served as President of AES' South America Strategic Business Unit (SBU) from October 2018 to January 2022. From April 2016 to October 2018, Mr. Nebreda served as President of AES' Brazil SBU and President of the AES Europe SBU from 2009 to April 2016. Prior to that, Mr. Nebreda held several senior positions with AES beginning in 2005. Mr. Nebreda also previously served as Chairman of the Board of AES Andes and AES Brasil, publicly listed companies in Chile and Brazil, respectively. He also previously served on the board of directors for IPALCO Enterprises, Inc. from February 2018 to April 2019 and on the board of directors for The Dayton Power & Light Company from March 2018 through May 2019. Mr. Nebreda earned a law degree from Universidad Católica Andrés Bello in Caracas, Venezuela. He also earned a Master of Laws in common law with a Fulbright fellowship and a Master of Laws in Securities and Financial Regulations, both from Georgetown University. We believe Mr. Nebreda is qualified to serve on our Board due to his years of senior leadership experience in the energy sector, his experience in driving transformational change, and extensive knowledge and background in renewables growth. In addition, as the only management representative on our Board, Mr. Nebreda provides a unique perspective in Board discussions about the business and strategic direction of the Company. |

  10. Information About Director Nominees

    | | John Christopher Shelton is a member of our Board and had served as a member of the board of directors of Fluence Energy, LLC since January 2018. Mr. Shelton currently serves as Senior Vice President and Chief Product Officer of AES and President of AES Next, the strategic venture arm of AES. He began his tenure at AES in 1994, previously serving as President of AES Energy Storage, Vice President of New Energy Solutions, and as Chief Technology Innovation Officer. Mr. Shelton currently serves on the board of directors of Uplight, Inc., a privately held software-as-service customer platform for utilities, AES Next Operations, LLC, AES Next Solar, LLC, AES Next, LLC, 5B Holdings Pty Ltd., and AES Energy Storage, LLC. Mr. Shelton served as Chairman of the Board of the Electricity Storage Association from 2011 to 2013. Mr. Shelton is listed as an inventor on numerous patents, some of which are grid energy storage related. Mr. Shelton holds a B.S. from Indiana University of Pennsylvania and executive certificates in Strategy and Innovation from The Sloan School of Management at MIT and Organizational Leadership from The McDonough School of Business at Georgetown University. We believe Mr. Shelton is qualified to serve on our Board of Directors due to his experience in inventing, commercializing, and scaling lithium-ion battery solutions for the electric grid and his broader experience in commercializing renewable energy and digital innovations. | | | Simon James Smith is a member of our Board and had served as a member of the board of directors of Fluence Energy, LLC since June 2021. Mr. Smith has worked for Qatar Investment Authority, the Sovereign Wealth Fund of Qatar, since 2012. He is an Industrials Director covering a global portfolio of public and private investments. Prior to joining Qatar Investment Authority, Mr. Smith worked in equity research, as the sector head of European Capital Goods at Credit Suisse, and at Citigroup covering the Capital Goods and Transportation sectors. He additionally worked for a number of investment firms in London at the beginning of his career. Mr. Smith graduated from the University of Bristol with a BSc in Mathematics and has a Masters in Finance with distinction from London Business School. We believe Mr. Smith is qualified to serve on our Board of Directors due to his experience investing in high growth companies across the spectrum of ‘green’ technology and his experience working with the management and boards of public and private companies. |

  11. Compensation of Directors

    Compensation of Directors

  12. Non-Employee Independent Director Compensation Policy

    Non-Employee Independent Director Compensation Policy We adopted a Non-Employee Independent Director Compensation Policy in connection with our IPO in the fall of 2021. Following consultation with our independent compensation consultant and review of similar policies of peer companies, the Board amended the Non-Employee Independent Director Compensation Policy, effective October 1, 2022. The current Non-Employee Independent Director Compensation Policy provides for the following cash retainers, each earned on a quarterly basis and paid in arrears and pro-rated for any portion of a quarter that a director is not working on the Board or serving as a chairperson of the Board or one of the committees: •An annual director fee of $60,000. •An annual fee of $35,000 for service as the Board chairperson. •An annual fee of $15,000 for service as the chairperson of the Audit Committee. •An annual fee of $10,000 for service as the chairperson of the Compensation and Human Resources Committee. •An annual fee of $10,000 for service as the chairperson of the Nominating and Corporate Governance Committee. •The chairperson of the Finance and Investment Committee receives no fee for services as chairperson. Upon election to the Board, a non-employee independent director is entitled to receive a restricted stock unit award with a grant date value of $170,000, prorated for the number of days such non-employee independent director serves on the Board during the initial year of service (the “Initial Award”). Under the policy, each non-employee independent director receives an annual equity award with a grant date value of $170,000 (the “Annual Award”), which is automatically granted on the date of any annual meeting of the Company's stockholders. The Initial Awards and the Annual Awards each vest in full on the first anniversary of the date of grant, subject to the non-employee independent director continuing in service through the applicable vesting date. All outstanding director equity awards are subject to accelerated vesting upon a change in control (as defined in the 2021 Incentive Award Plan).

  13. Fiscal 2023 Director Compensation Table

    Fiscal 2023 Director Compensation Table The following table sets forth information regarding the total compensation earned for service on our Board by our non-employee independent directors during the fiscal year ended September 30, 2023. Mr. Nebreda did not receive any additional compensation for his service on the Board during the fiscal year ended September 30, 2023. Mr. Nebreda’s respective compensation for the fiscal year ended September 30, 2023 is set forth under the Summary Compensation Table below. The directors who were nominated by AES Related Parties, Siemens Related Parties, and QIA Related Parties (all as defined in the Stockholders Agreement) did not receive any compensation with respect to the fiscal year ended September 30, 2023.

  14. Fiscal 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Cynthia Arnold | 70,000 | 170,009 | — | 240,009 | | Herman Bulls | 105,000 | 170,009 | — | 275,009 | | Elizabeth Fessenden | 65,517 | 170,009 | — | 235,526 | | Harald von Heynitz | 69,432 | 170,009 | — | 239,441 | | (1) The fees paid to Ms. Fessenden herein reflect actual fees paid during her tenure as Audit Committee chairperson October 1, 2022 through February 13, 2023 and the fees paid to Mr. von Heynitz reflect actual fees paid as the new Audit Committee chairperson effective February 13, 2023 through September 30, 2023. | | | | | | (2) The amounts in this column reflects the grant date fair value of restricted stock units as determined in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"). Assumptions used in the calculation of these amounts are included in the Company’s audited consolidated financial statements in the Company’s Annual Report on Form 10-K for fiscal year ended September 30, 2023 filed with the SEC on November 29, 2023 (the "2023 Form 10-K"), see Note 17 to our audited consolidated financial statements for the year ended September 30, 2023 included in the 2023 Form 10-K. The number of restricted stock units granted to non-employee independent directors has been determined by reference to our closing stock price on the date of grant. | | | | |

  15. Fiscal 2023 Director Compensation Table

    The table below shows the aggregate number of unvested restricted stock unit awards held as of September 30, 2023, by each non-employee independent director who was serving on our Board as of such date.

  16. Fiscal 2023 Director Compensation Table

    | Name | Outstanding Stock Awards at Fiscal Year End | | Cynthia Arnold | 10,926 | | Herman Bulls | 10,926 | | Elizabeth Fessenden | 10,926 | | Harald von Heynitz | 10,926 |

  17. 2023 Annual Incentive Plan

    2023 Annual Incentive Plan For fiscal year 2023, under our Annual Incentive Plan (the "AIP"), the Company operational performance resulted in: •A weighted payout of 190% of target for achievement of the financial and ESG objectives for each of our eligible NEOs (the 70% component). •A weighted payout of 174% of target for the achievement of the individual KPIs portion of the 2023 AIP award for the Chief Executive Officer and an average weighted payout of approximately 151% of target for the achievement of the individual KPIs portion of the 2023 AIP award for the three other eligible NEOs (the 30% component). •There was an opportunity for a 10% Adjusted EBITDA "incremental modifier" if the Company achieved breakeven or positive Adjusted EBITDA for full fiscal year 2023 but this was not achieved and no "incremental modifier" was implemented. Adjusted EBITDA is a non-GAAP financial measure and should not be considered in isolation or as a substitute for financial measures reported under GAAP. Please refer to pages 60-61 in our 2023 Form 10-K for more details on how the Company calculates Adjusted EBITDA from our audited consolidated financial statements. •Our NEOs received above-target total AIP award payouts for fiscal year 2023, with Mr. Nebreda receiving a total AIP award payout equal to 185% of his target total AIP award. The three other eligible NEOs employed with the Company through fiscal year end (consisting of Messrs. Sial and Vanka and Ms. Boll) received an average total AIP award payout equal to 178% of target for their respective fiscal year 2023 AIP awards. We believe that payment of above-target AIP awards to our eligible NEOs for fiscal year 2023 is consistent with the Company’s performance results during the fiscal year. The actual AIP amounts awarded to each of our eligible NEOs are set forth below in the Summary Compensation Table in the "Non-Equity Incentive Plan Compensation" column.

  18. 2023 Long-Term Incentive

    2023 Long-Term Incentive Our Compensation and Human Resources Committee views long-term incentive ("LTI") compensation as a key component of our total compensation program to create sustained stockholder value and an ownership culture among our employees. Prior to our IPO in 2021, the Company awarded equity-based LTI in the form of phantom units and/or non-qualified stock options ("NQSOs") to employees, including Mses. Boll and Couch. The grant date value of these awards was intended to align their incentives with those of the Company over a three-year time horizon and accordingly no additional LTI grants were made to Mses. Boll and Couch through the end of fiscal year 2023. Certain sign-on and new hire awards were made to Messrs. Nebreda, Sial, and Vanka in fiscal year 2022 and to Mr. Williams in fiscal year 2023, with the intent that their next LTI awards would occur in fiscal year 2024. Given the foregoing, other than Mr. Williams’ sign-on grant, no LTI awards were awarded to the NEOs in fiscal year 2023. The Board approved annual LTI awards to our officers in fiscal year 2024, including Messrs. Nebreda and Williams and Ms. Boll, that will begin to vest in fiscal year 2025 (the "2024 LTI Awards"). The 2024 LTI Awards for Messrs. Nebreda and Williams and Ms. Boll, are comprised of 40% performance stock units (PSUs), 40% restricted stock units (RSUs) and 20% NQSOs, with the grant values for each executive officer guided by peer group market data provided to the Compensation and Human Resource Committee by their independent compensation consultant, Pay Governance LLC (“Pay Governance”). See “Compensation Discussion and Analysis – Elements of Executive Compensation” for more details on such programs with respect to fiscal year 2023.

  19. Commitment to Best Practices

    | What We Do: | What We Do Not Do: | | •Design performance metrics aligned with business strategy | •Provide income or other tax gross-ups on compensation or benefits | | •Use a variety of incentive measures at both corporate and business unit levels | •Provide excessive severance benefits or severance benefits in excess of those provided under our severance policies | | •Cap payouts under short-term cash incentive awards | •Allow employees, including our NEOs, to engage in hedging, pledging, or short-sales of Company stock | | •Ensure a significant portion of pay is at risk | •Allow liberal share recycling or discounted options in the incentive award plan | | •Provide double-trigger change-in-control executive severance and equity vesting | •Provide a supplemental executive retirement, non-qualified deferred compensation, or defined benefit pension plans | | •Maintain clawback policy to recover incentive compensation under certain circumstances | •Award incentive payouts for below-threshold performance | | •Use multi-year vesting on equity awards | •Offer material executive perquisites | | •Conduct annual CEO and officer talent assessment and succession planning | •Reprice options or stock appreciation rights, without stockholder approval | | •Conduct annual compensation risk assessment | •Provide "single trigger" change in control benefits | | •Engage independent compensation consultant | | | •Conduct annual peer group review of total rewards programs, taking into account peer group and survey data, where appropriate | |

  20. Role of Compensation Consultant

    Role of Compensation Consultant Pursuant to our Compensation and Human Resources Committee’s charter, the Compensation and Human Resources Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel, and other advisors to assist in fulfilling its responsibilities. Before selecting any such consultant, counsel, or advisor, the Compensation and Human Resources Committee reviews and considers the independence of such consultant, counsel, or advisor in accordance with applicable Nasdaq rules. Pursuant to the terms of the Compensation and Human Resources Committee's charter, the Company shall provide appropriate funding for the payment of reasonable compensation to any advisor retained by the Compensation and Human Resources Committee. In accordance with this authority, our Compensation and Human Resources Committee engaged Pay Governance as its outside independent compensation consultant during fiscal year 2023. Pay Governance provided competitive data, analyses and guidance used by the Compensation and Human Resources Committee when designing and assessing our overall executive compensation programs. The guidance and recommendations from Pay Governance for fiscal year 2023 included executive officer compensation, related governance matters and the design of our short and long-term incentive awards. Pay Governance also provided consultation to the Compensation and Human Resources Committee in fiscal year 2022 for the consideration and evaluation of cash and equity compensation for our non-employee independent board members for fiscal year 2023. All such compensation services provided by Pay Governance during fiscal year 2023 were conducted under the direction or authority of the Compensation and Human Resources Committee. Representatives of Pay Governance attended six of the nine Compensation and Human Resources Committee meetings during fiscal year 2023. The Compensation and Human Resources Committee considered the advisor independence factors required under Nasdaq and SEC rules as they relate to Pay Governance and has determined that no conflicts of interest exist. Neither Pay Governance nor any of its affiliates maintained any other direct or indirect business relationships with our Company or any of our subsidiaries for fiscal year 2023. Additionally, during fiscal year 2023, Pay Governance did not provide any services to our Company other than services regarding executive, employee compensation and broad-based plans that do not discriminate in scope, terms, or operation, in favor of our officers, and that are available to all salaried employees.

  21. Compensation Risk Assessment

    | •Incentive arrangements incentivize long-term Company growth | | •Annual incentive plan employs balanced measures with reasonable levels of upside and downside leverage | | •Incentive arrangements include payout caps and the opportunity for the Compensation and Human Resources Committee to adjust final results to ensure the payouts are fair | | •Incentive plan designs and changes are subject to annual review | | •Performance goals reflect operating plans that are reviewed and approved by the Board | | •Performance results are subject to multiple levels of review by senior management and the Compensation and Human Resources Committee | | •Formal clawback policy is in place for incentive compensation | | •Robust stock ownership policy in place for senior management | | •Certain recipients of equity compensation are subject to insider trading restrictions and blackout periods | | •Corporate scorecard measures in the annual incentive plan are the same for employees and executives, including our NEOs | | •Change in control and severance provisions are generally aligned with market expectations | | •Anti-hedging, anti-pledging and whistleblower policies are in place and communicated to all employees |

  22. Peer Group

    Peer Group The 2023 peer group (the “2023 Peer Group”) used for executive compensation decisions for fiscal year 2023 was first developed at the end of fiscal year 2021 by the Compensation and Human Resource Committee's prior independent compensation consultant, Willis Towers Watson (“WTW”), to be used for the 2022 peer group (the "2022 Peer Group"). This 2022 Peer Group was reassessed and recommended again by WTW at the end of fiscal year 2022 to be used as the 2023 Peer Group. When Pay Governance was selected by the Compensation and Human Resources Committee to serve as its independent compensation consultant for fiscal year 2023, Pay Governance reviewed the 2023 Peer Group assessment from WTW and concluded the findings were appropriate for use by the Compensation and Human Resources Committee for fiscal 2023 executive compensation planning. WTW did not provide consultation or any other services to the Compensation and Human Resources Committee during fiscal year 2023. In recent years, there has been robust growth in the renewable energy and energy storage industries, adding many pre-commercial players in the market and leading to some challenges in the development of an appropriate peer group for our Company. For our 2023 Peer Group, WTW recommended, and Pay Governance subsequently concurred in recommending, consideration of companies that are approximately 0.5x to 3.0x the size of our Company in terms of revenue, on the basis that our Company may be subject to rapid growth, making selection of aspirational peers appropriate. We also look at company market valuation as a guide, however noting that market valuations for certain digital companies may be inflated or volatile. The 2023 Peer Group companies were selected from the GIS industry classifications of electronic equipment and instruments, heavy electrical equipment, semi-conductor equipment, semi-conductors, electrical components and equipment, and renewable electricity. The 2023 Peer Group companies consisted of those in the following industries: •Energy Storage: many pure-play energy storage companies are still in pre-commercial development stage. •Renewable Solar Energy: while our Company does not operate in power generation, the renewable energy industry represents a viable market for executive talent, especially those companies focused on solar energy. •Technology-based Energy Solutions: companies that create technology products supporting the renewable energy industry, such as solar tracking systems. Based on these criteria, the Compensation and Human Resources Committee approved the 2023 Peer Group consisting of fifteen companies, in related industries, with a median revenue of $1.1 billion and a median market valuation of $4.6 billion as of August 15, 2022. The 2023 Peer Group consisted of the following companies:

  23. Peer Group

    | 2023 Peer Group | | | | •Advanced Energy Industries, Inc. | •Enphase Energy, Inc. | •SolarEdge Technologies, Inc. | | •Array Technologies, Inc. | •First Solar, Inc. | •Stem, Inc. | | •Bloom Energy Corporation | •FuelCell Energy, Inc. | •Sunnova Energy International Inc. | | •ChargePoint Holdings, Inc. | •Ormat Technologies, Inc. | •SunPower Corporation | | •EnerSys | •Shoals Technologies Group, Inc. | •Sunrun Inc. |

  24. Peer Group

    Market data from the 2023 Peer Group, supplemented with general consideration of survey market data, was used by our Compensation and Human Resources Committee when determining and approving 2023 executive compensation in December 2022. This data evaluated pay against the market median of reported total compensation for each or our NEO's positions. Peer group data is supplemented with general consideration of survey market data gathered for all our executive positions, including the CEO, using 2022 executive compensation surveys published by Mercer and other reputable, national executive compensation surveys. The data reflected general industry companies with revenue approximating both corporate and business segment and/or geography responsibilities. While we do not establish or benchmark compensation levels solely based on a review of competitive data, we believe market data is a meaningful input to our compensation policies and practices. When making decisions on total compensation for executives, the Compensation and Human Resources Committee also considers a number of other factors, including Company performance, each executive’s impact and criticality to our strategy and mission, relative scope of responsibility and potential, individual performance and demonstrated leadership, and internal pay equity. Due to our Company's rapid growth, our peer group is expected to be assessed on an annual basis to ensure it continues to be aligned with our business and operations.

  25. Elements of Executive Compensation

    | Total Rewards Components (1) | | | Annual Compensation | Base Salary – fixed cash compensation to provide for the executive's day-to-day responsibilities; this pay is not at risk and provides an appropriate level of financial certainty. | | | Annual Incentives – variable performance-based cash compensation that is earned if financial and/or strategic results or individual KPIs are achieved, with above-target pay for above-target performance, and below-target or no pay for below-target or below-threshold performance. | | Long-Term Compensation (2) | Restricted Stock Units (RSUs) – variable time-based equity compensation, with the primary purpose of employee retention and aligning executive interests with those of our stockholders. Our Company has awarded RSUs to executives since its IPO in the form of new hire grants and commencing in fiscal year 2024, the Company has begun to award annual RSU awards to its executives. | | | Performance Stock Units (PSUs) – commencing in fiscal year 2024, variable performance-based equity compensation rewarding for the achievement of financial performance results over a multi-year performance period that contribute to the long-term success of our Company in alignment with our stockholders expectations, with above-target pay for above-target performance, and below-target or no pay for below-target or below-threshold performance. | | | Non-Qualified Stock Options (NQSOs) – commencing in fiscal year 2024, variable time-based equity compensation aligning executive interests with those of our stockholders through focus on stock price appreciation. | | Benefits | Retirement and Health and Welfare Benefit Plans – standard array of retirement and health and welfare benefit plans available to our Company employees with specific plans dependent on the geographic location of such employees. |

  26. Total Compensation Mix

    Total Compensation Mix Guided by our Company's Total Rewards Philosophy, the Compensation and Human Resources Committee assesses each compensation component of our executive compensation program as compared to the market median for that specific component. The Compensation and Human Resources Committee and the Board, with respect to determination and evaluation of the Chief Executive Officer's compensation, may exercise discretion and consider additional factors such as individual performance, experience level, future potential, and specific job assignment of the executive, pay equity, market conditions and the Company’s recent performance when determining pay for any of our executive officers. The material compensation components for our NEOs as reflected in our pay mix are annual base salary, annual incentive, and long-term incentive compensation. Though the Compensation and Human Resources Committee and Board do not establish relative weightings among these three compensation components that go into our executive compensation program, the Compensation and Human Resources Committee and the Board, with respect to determination and evaluation of the Chief Executive Officer's compensation, considers the Company's peer group market median for each particular total rewards component. The Compensation and Human Resources Committee and the Board, with respect to the Chief Executive Officer, reviews the base salary and short and long-term incentive compensation for executive officer at least annually to ensure alignment with the Company's Total Rewards Philosophy. The Compensation and Human Resources Committee and the Board, with respect to decisions regarding the Chief Executive Officer, retain the ability to provide compensation and benefits that are above or below market median in their respective discretion. A substantial portion of our executive compensation is pay-at-risk with our executive compensation components weighted most heavily toward short and long-term incentives, which our Compensation and Human Resources Committee and the Board, with respect to the Chief Executive Officer, believes aligns with operational excellence and stockholder value creation, respectively. The following graphs show the CEO's and the other NEOs' pay mix at total target compensation (annual base salary, target AIP and target LTI). Due to the Company's historical approach to LTI compensation prior to the implementation of an annual LTI program in fiscal year 2024, the two graphs below reflect (i) 2023 annual base salary, (ii) 2023 target AIP values, and (iii) the applicable LTI grant-date value for each NEO from the applicable year when such NEO's one-time LTI award was granted (for Mr. Williams, this reflects his LTI grant value in 2023, for Messrs. Nebreda, Sial, and Vanka, this reflects their LTI grant value in fiscal year 2022 and for Mses. Boll and Couch, this reflects their LTI grant value in fiscal year 2021). Each compensation component is described in further detail below. In fiscal year 2023, for our CEO, approximately 84% percent of his total target compensation, which includes the full grant date value of his LTI award from fiscal year 2022 and his fiscal 2023 AIP, was variable and at risk, and for all the other NEOs as a group, approximately 68% percent of their average total target compensation, which includes the full grant date value of their respective LTI awards granted in either fiscal year 2021, 2022 or 2023 as well as their fiscal 2023 AIP, to the extent they were eligible for such award, was variable and at risk.

  27. Annual Incentive Plan

    Annual Incentive Plan Our AIP is designed to deliver pay upon achievement of corporate financial and strategic performance results, rewarding for superior performance and providing consequences for underperformance. Based on a comprehensive review of our executive compensation programs and competitive market practices by Pay Governance, our Compensation and Human Resources Committee, and with respect to the Chief Executive Officer, our Board, approved our AIP design for fiscal year 2023 in December 2022.

  28. 2023 Target AIP Opportunity

    2023 Target AIP Opportunity Each year, the Board, with respect to the Chief Executive Officer, and the Compensation and Human Resources Committee, with respect to the other NEOs, establish a target AIP award for each NEO expressed as a percentage of base salary, subject to the achievement of pre-established performance measures as described below. Each of our NEOs, other than Mr. Williams, was eligible for an award under the AIP for fiscal year 2023. Mr. Williams will be eligible to participate in the AIP with respect to fiscal year 2024. Target AIP award opportunity for each of our AIP-eligible NEOs for fiscal year 2023 was as follows:

  29. 2023 Target AIP Opportunity

    | Named Executive Officer | 2023 Target Annual Incentive (% of Base Salary) | 2023 Target Annual Incentive ($) | | Julian Nebreda | 100% | 600,000 | | Manavendra Sial | 75% | 375,000 | | Rebecca Boll | 45% | 157,500 | | Peter Williams | — | — | | Krishna Vanka | 50% | 175,000 | | Carol Couch (1) | 45% | 157,500 | | (1) Due to Ms. Couch's termination from the Company effective July 31, 2023 and under the terms of the Executive Severance Plan, she was paid $131,179, which equaled her target annual incentive, pro-rated for her period of service with the Company in fiscal year 2023. | | |

  30. 2023 Annual Incentive Plan Components

    2023 Annual Incentive Plan Components In early fiscal year 2023, Mr. Nebreda and the Compensation and Human Resources Committee designed an incentive plan intended to align employees' objectives and actions with the Company’s strategic goals. Mr. Nebreda and the Compensation and Human Resources Committee developed a corporate scorecard and KPIs for delivering on Company-wide strategic objectives. The 2023 AIP design, applied to all employees globally, including our NEOs, was based on a mix of (i) financial and ESG results (the "corporate scorecard") representing 70% of the AIP award and (ii) individual KPIs representing, collectively, 30% of the AIP award. The components of the corporate scorecard were the same for every employee and NEO across the Company. Each NEO was assigned his or her own respective mix of individual KPIs. The fiscal 2023 AIP award for each NEO was calculated as a percentage of a target award and each corporate scorecard measure was assigned a percentage of achievement, with 0% for below threshold performance, 50% for threshold performance, 100% for target performance, and up to 200% for maximum performance. The Board and the Compensation and Human Resources Committee retained discretion to adjust the final KPI and AIP performance results based on unforeseen circumstances, as warranted. The Board, with respect to the CEO, and the Compensation and Human Resources Committee, with respect to the other NEOs, with guidance from Pay Governance and input from management, defined the measures under the corporate scorecard component for the 2023 AIP as follows:

  31. 2023 Annual Incentive Plan Components

    | Performance Metric | Rationale | Performance Metric Definition | | Revenue | Focuses executives on the growth of our Company. | Total Company revenue in accordance with US GAAP, as set forth in the Company's audited consolidated financial statements. | | Adjusted Gross Profit | Focuses executives on growing our Company profitably, inclusive of the cost of associated with the goods and services. | Adjusted Gross Profit is a non-GAAP financial metric and is calculated using gross profit (loss), adjusted to exclude (i) stock-based compensation expenses, (ii) amortization, (iii) certain other income or expenses, and (iv) non-recurring income or expenses. Please refer to pages 60-61 in our 2023 Form 10-K for more details on how the Company defines and calculates Adjusted Gross Profit from the Company's audited consolidated financial statements. | | Order Intake Margin EAC | Focuses executives on future project pipeline in support of Company growth. | Order Intake Margin EAC is calculated as the reported as sold order intake margin for solutions, digital and service offerings for the Company; provided that reported as sold order intake margin for solution offerings was adjusted to reflect known changes to Estimate at Completion (EAC) margins through September 30, 2023. No adjustments were made to the reported as sold order intake margins for digital or service offerings for KPI calculation purposes. | | Safety | Focuses executives on the safety of all employees and others on project sites. | Safety metric is comprised of three measures (weighted equally): (1) average monthly safety walks, (2) timely safety training, and (3) days away, restricted, or transferred ("DART"). One fatality caused by job safety incident, or job loss due to permanent disability caused by a job safety incident, would negate the entire safety payout. | | Diversity Index | Focuses executives on diversity, equity, and inclusion | An index that measures several initiatives supporting diversity, equity and inclusion for our employee population. |

  32. 2023 Annual Incentive Plan Components

    The specific KPIs within the 30% component of the AIP awards for the NEOs were generally selected from a list of twenty-four individual KPIs that fell within five broad strategic objective categories. The purpose of using the same menu of individual KPIs for all personnel was to align our NEOs (and other executives and employees) on the same projects, activities, goals, and initiatives intended to drive our revenue and profitability for fiscal year 2023, in alignment with stockholder expectations. When the Compensation and Human Resources Committee established these strategic categories and individual KPIs at the start of fiscal year 2023, it believed that each KPI's goal was achievable, but only with significant effort from the Company and the respective NEO. We have listed each of the twenty-four individual KPIs and the associated payout percentages for fiscal year 2023 below.

  33. 2023 Annual Incentive Plan Components

    | Strategic Category | Individual KPI | Payout % | | Profitable Growth | Revenue (1) | 200% | | | Adjusted Gross Profit (1) | 200% | | | Order Intake Margin EAC (1) | 175% | | | Free Cash Flow | 175% | | | Backlog Negotiations | 150% | | | Risk Management | 200% | | Products that Our Customers Need | Product Roadmap | 132% | | | Industrialize OS | 100% | | | Reduce Product Cost | 200% | | | Cost of Product Quality | 200% | | Converting our Supply Chain into a Competitive Advantage | Capture IRA benefits | 200% | | | Diversify Battery Supply Chain | 100% | | | Optimize Inverter Strategy | 100% | | | On time Delivery | 199% | | | Working Capital or Inventory Optimization | 200% | | Digital as Competitive Differentiation and Margin Driver | Growing Annual Recurring Revenue (Digital) | 54% | | | Expanding Markets | 0% | | | Launching New Digital Product Offering | 200% | | | Launching New Digital Service Offering | 88% | | | Attachment Rate of Fluence Digital | 100% | | Working Better | Safety (2) | 193% | | | Diversity Index (3) | 163% | | | Competitive Talent | 129% | | | Intellectual Property | 108% | | (1) Revenue, Adjusted Gross Profit, and Order Intake Margin EAC were each a component of the corporate scorecard and separately, an individual KPI. Targets and actual performance for these KPIs are set forth in the "Corporate Scorecard" table below. In addition, for Mr. Vanka's 2023 AIP Award, he was assigned three additional digital-only KPIs of digital revenue, digital adjusted gross profit, and digital order intake margin EAC. | | | | (2) Safety was a component of both the corporate scorecard and separately, a potential individual KPI. Target and actual performance for this KPI is set forth in the "Corporate Scorecard" table below. | | | | (3) Diversity Index was a component of both the corporate scorecard and separately, a potential individual KPI. Target and actual performance for this KPI is set forth in the "Corporate Scorecard" table below. | | |

  34. 2023 Annual Incentive Plan Components

    In addition, there was opportunity to earn a 10% "incremental modifier" that could have been added to the total AIP award payout (provided that 2023 AIP payout did not exceed 200% of a target award) if the Company achieved break-even or positive annual adjusted EBITDA for fiscal year 2023. The Company adopted this "incremental modifier" to focus our executive officers on growing our Company profitably, serving as an incentive uplift for rapidly achieving break-even results. The Company did not achieve break-even or positive annual adjusted EBITDA for fiscal year 2023 so no "incremental modifier" was added to any AIP awards. Please refer to pages 60-61 in our 2023 Form 10-K for more details on how the Company calculates Adjusted EBITDA from our audited consolidated financial statements. The target levels for the performance measures comprising our 2023 AIP were determined based on the Company's fiscal year 2023 budget, following discussion and subsequent approval by our Compensation and Human Resources Committee, and, with respect to the CEO, our Board. Financial performance results are interpolated on a straight-line basis from measurement point to measurement point (threshold to target and target to maximum).

  35. 2023 AIP Performance Results

    2023 AIP Performance Results The Company had above-target performance results for fiscal year 2023, in the aggregate, and as a result, payouts under the 2023 AIP were awarded above-target for our NEOs. The final fiscal 2023 AIP payout amounts were approved by the Board (with respect to the Chief Executive Officer) and the Compensation and Human Resources Committee (with respect to the other NEOs). The Board and Compensation and Human Resources Committee did not exercise their discretion to adjust any 2023 AIP award payouts. The below tables includes the applicable targets as well as the final cumulative results under the 2023 AIP and the amounts payable under each NEO's respective AIP award for our NEOs, except for Mr. Williams who did not receive a fiscal year 2023 AIP award and Ms. Couch whose 2023 AIP payout was based on our ESP, which provided for target payout of her fiscal year 2023 AIP award, pro-rated based on her termination date of July 31, 2023.

  36. Corporate Scorecard Results [70%]

    | Corporate Metrics | Measure | Weight | Target ($) | 2023 Actual Performance ($) | Payout % | | Corporate Scorecard | Revenue | 15% | 1,575 | 2,218 | 200% | | | Adjusted Gross Profit (1) | 25% | 80 | 147 | 200% | | | Order Intake Margin EAC | 20% | 253 | 393 | 175% | | Corporate ESG Results | Safety (2) | 5% | Safety Walks: 120 per month; Timely Safety Training: 5%; DART: 1.0-1.5 | Safety walks: 292 safety walks per month; Timely Training: 1%; DART: 0 | 193% | | | Diversity Index (3) | 5% | Score of 3 (out of 5) | Score of 4.3 (out of 5) | 163% | | (1) Adjusted Gross Profit is a non-GAAP financial measure and should not be considered in isolation or as a substitute for financial measures reported under GAAP. For a discussion of how we define and calculate Adjusted Gross Profit from the Company's audited consolidated financial statements, please refer to pages 60-61 in our 2023 Form 10-K. | | | | | | | (2) Safety was comprised of three factors with equal weighting resulting in an aggregate payout. There were no fatalities or job losses associated with safety incidents in fiscal year 2023. | | | | | | | (3) The diversity index contained four components, each equally weighted, focusing on employee voluntary self-reporting of demographic information, strengthening the recruitment of females globally, strengthening the retention of female employees globally, and strengthening minority recruitment in the United States. Those components scored, respectively (out of a possible score of 5): 5, 4, 3 and 5. | | | | | |

  37. Individual KPI Results [30%]

    | Name | Individual KPI | Weight | Target ($) | 2023 Actual Performance ($) | Payout % | | Julian Nebreda | Free Cash Flow (1) | 10% | $(190M) | $(115M) | 175% | | | Risk Mitigation | 10% | 10 enterprise risks identified and mitigated | Above target | 200% | | | Average of all 24 Company KPIs | 10% | 100% | Above target | 148% | | Manavendra Sial | Free Cash Flow (1) | 10% | $(190M) | $(115M) | 175% | | | Risk Mitigation | 10% | 10 enterprise risks identified and mitigated | Above target | 200% | | | Average of all 24 Company KPIs | 10% | 100% | Above target | 148% | | Rebecca Boll | Free Cash Flow (1) | 10% | $(190M) | $(115M) | 175% | | | Risk Mitigation | 10% | 10 enterprise risks identified and mitigated | Above target | 200% | | | Average of all KPIs set forth under "Products that Our Customers Need" in table above | 10% | 100% | Above target | 153% | | Krishna Vanka | Free Cash Flow (1) | 5% | $(190M) | $(115M) | 175% | | | Risk Mitigation | 5% | 10 enterprise risks identified and mitigated | Above target | 200% | | | Digital revenue | 5% | $9M | $4M | 0% | | | Digital adjusted gross profit (2) | 5% | Target performance for digital-only business adjusted gross profit | Below threshold | 0% | | | Digital order intake margin EAC | 5% | Target performance for digital-only business order intake margin EAC | Above target | 161% | | | Average of all KPIs set forth under "Digital as Competitive Differentiation and Margin Driver" in table above | 5% | 100% | Below target | 88% | | (1) Free Cash Flow is a non-GAAP financial measure and should not be considered in isolation or as a substitute for financial measures reported under GAAP. For a discussion of how we define and calculate Free Cash Flow from the Company's audited consolidated financial statements, please refer to pages 60-61 in our 2023 Form 10-K. | | | | | | | (2) Digital Adjusted Gross Profit is a non-GAAP financial metric and should not be considered in isolation or as a substitute for financial measures reported under GAAP. Digital Adjusted Gross Profit can be calculated by using our internal budgeting and planning applications to adjust the Company's Adjusted Gross Profit to reflect only the digital side of the business. For a discussion of how we define and calculate Adjusted Gross Profit from the Company's audited consolidated financial statements, please refer to pages 60-61 in our 2023 Form 10-K. | | | | | |

  38. 2023 Cumulative AIP Award Results for NEOs

    2023 Cumulative AIP Award Results for NEOs

  39. 2023 Cumulative AIP Award Results for NEOs

    | Name | AIP Target ($) | AIP Maximum ($) | 70% Company Performance FY 2023 ($) | 30% KPI Performance FY 2023 ($) | Adjusted EBITDA "Incremental Modifier" | Total AIP Award for FY23 ($) | Award as % of Target | | Julian Nebreda | 600,000 | 1,200,000 | 796,824 | 313,698 | — | 1,110,522 | 185% | | Manavendra Sial | 375,000 | 750,000 | 498,015 | 196,061 | — | 694,076 | 185% | | Rebecca Boll | 157,500 | 315,000 | 209,166 | 83,244 | — | 292,410 | 186% | | Krishna Vanka | 175,000 | 350,000 | 232,407 | 54,661 | — | 287,068 | 164% |

  40. 2023 Cumulative AIP Award Results for NEOs

    These final, approved fiscal 2023 award amounts (other than for Ms. Couch) are also set forth below in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column.

  41. Long-Term Incentives

    Long-Term Incentives

  42. Company History through Fiscal Year 2023

    Company History through Fiscal Year 2023 Our Board and Compensation and Human Resources Committee view LTI compensation as a key component of our total compensation program supporting the creation of sustained stockholder value and an ownership culture among our employees. Equity awards are granted under the Equity Award Grant Policy; for more information on this policy, see " - Other Policies and Considerations - Equity Award Grant Policy" in this CD&A. The role and design of LTI compensation within the Company has evolved since the Company's formation. In April 2021, the Company issued its first equity-based grants to the then-current executives in the form of phantom units and NQSOs under the 2020 Unit Option Plan of Fluence Energy, LLC (the “2020 Unit Option Plan”) and the Fluence Energy, LLC Phantom Equity Incentive Plan (the “Phantom Equity Plan”). The 2020 Unit Option Plan provided our employees, including certain of the NEOs, consultants, non-employee directors, and other service providers and those of our affiliates the opportunity to participate in the equity appreciation of our business. In connection with our IPO, outstanding options were converted into options to purchase shares of the Company’s Class A common stock. These outstanding options vest in one-third increments in each of April 2022, 2023, and 2024. The Phantom Equity Plan was designed to further align employees’ interests with the interests of Fluence Energy, LLC and its subsidiaries, and each phantom unit granted under the Phantom Equity Plan represents a right to a potential payment equal to the value of one share of Class A common stock. Post-IPO, the vesting schedule for our executive leadership team provides that the phantom units vest in one-third increments in April 2022, 2023, and 2024. As of fiscal year 2024, Ms. Boll is the only NEO who continues to hold phantom units and options issued prior to the IPO. The awards under the 2020 Unit Option Plan and the Phantom Equity Plan were LTI awards intended to provide an equity grant with a grant value at approximately three-times an annual equivalent, without an LTI grant intended for the following two fiscal years. Mses. Boll and Couch are our only NEOs who received this April 2021 LTI award. Ms Boll received her award in the form of both phantom units and stock options, and Ms. Couch received her award in the form of stock options. As such, neither Mses. Boll nor Couch received an LTI award in either of fiscal years 2022 or 2023. Following the adoption of the 2021 Incentive Award Plan, the Company no longer grants awards under the 2020 Unit Option Plan or Phantom Equity Plan. In connection with the Company's IPO, the Company adopted the 2021 Incentive Award Plan, to facilitate the grant of short and long-term cash and equity incentives to directors, employees (including our NEOs), and consultants of the Company and certain of its affiliates. Pursuant to the 2021 Incentive Award Plan, the Company may use a variety of types of long-term incentive awards, including RSUs, NQSOs, PSUs, performance-based cash, and time-based cash. The Board and Compensation and Human Resources Committee makes an annual determination of the appropriate long-term compensation mix based on a variety of factors, including business strategy, marketplace trends, retention needs, participant eligibility, share availability under the 2021 Incentive Award Plan, Peer Group practices, cost, and cash flow impact to the Company. For fiscal years 2022 and 2023, we provided LTI compensation in the form of time-vested RSUs to newly hired executives. On September 1, 2022, Mr. Nebreda was awarded 138,658 RSUs with a grant date fair value of $2,500,004. On September 15, 2022, Mr. Sial was awarded 135,629 RSUs, with a grant date fair value of $2,600,008. On September 1, 2022, Mr. Vanka was awarded 27,732 RSUs with a grant date fair value of $500,008. Such awards were granted in lieu of any annual 2023 LTI awards to these NEOs and, as such, Messrs. Nebreda, Sial, and Vanka did not receive any annual LTI award in fiscal year 2023. On July 17, 2023, Mr. Williams was awarded 25,765 RSUs with a grant date fair value of $750,019. The RSU grants made to Messrs. Nebreda, Sial, and Vanka in fiscal year 2022 and to Mr. Williams in fiscal year 2023 vest one-third annually on the anniversary of each NEOs respective grant date, subject to each of Messrs. Nebreda, Sial, Williams and Vanka's continued employment with the Company on each of the applicable vesting dates, except as may be otherwise provided under the terms of the Company’s Executive Severance Plan (the "ESP").

  43. LTI Awards for Fiscal Year 2024

    LTI Awards for Fiscal Year 2024 On December 8, 2023, upon the recommendation of our Compensation and Human Resources Committee, the Board approved the Company’s first post-IPO, annual LTI program for our executives, including Messrs. Nebreda and Williams and Ms. Boll. Under the 2024 LTI program, each of the awards granted to Messrs. Nebreda and Williams and Ms. Boll was comprised as follows: 40% PSUs, 40% RSUs and 20% NQSOs. The terms of such 2024 LTI grants are summarized below: •RSUs vest one-third annually on the anniversary of the grant date and are settled in shares of Company stock. •NQSOs vest one-third annually on the anniversary of the grant date, and are subject to a strike price of $21.93. •PSUs cliff-vest in full on September 30, 2026, and are settled in shares of Company stock, subject to the achievement of two financial performance metrics (cumulative adjusted EBITDA weighted 65% and cumulative revenue weighted 35%) during fiscal years 2024 and 2025. Each financial performance measure has threshold performance at 50% and maximum performance at 200% payout, with 0% for below-threshold performance.

  44. Executive Severance Plan

    Executive Severance Plan The Company maintains the ESP, which was adopted in February 2022, in which the Company’s executive leadership, including the NEOs, are eligible to participate. The ESP is intended to attract and retain key executive talent and align executives' interests with those of stockholders by mitigating uncertainties the executives may have about their ongoing employment if a change in control (as defined in the ESP) is pursued. The Company does not enter into any other written severance agreements with its executive leadership, including the NEOs, outside of those pursuant to the ESP. The ESP provides for the payment of severance and other benefits to eligible executives, including the NEOs, in the event of an “involuntary termination” of employment by the Company (i.e., generally a termination by the Company without “cause”) or a “good reason termination” of employment by the eligible executive (each as defined below) (each, a “Qualifying Termination”). In the event a Qualifying Termination occurs within three months prior to a change in control of the Company or in the twelve months following a change in control of the Company (the “CIC Period”), an eligible executive, including an NEO, would be eligible to receive enhanced severance benefits. In the event of a Qualifying Termination of an eligible executive, including NEOs, and subject to execution of a general release of claims against the Company and compliance with certain post-employment covenants, the ESP provides the following payments and benefits:

  45. Executive Severance Plan

    | | Qualifying Termination Outside of CIC Period (Other than due to Death or Disability, or for Cause) | | | | | | NEO | Separation Payments | Benefits Continuation Period (1) | Outplacement Services | AIP Compensation | Equity Compensation | | CEO | 150% of Annual Base Salary, payable over an 18-month period | 18 months | $50,000 | • Payment of accrued but unpaid cash bonuses for completed performance periods; and • Pro-rated target annual cash bonus for the performance period in which termination occurs | If the terminated executive holds unvested equity awards issued with a grant date more than one year before the date of termination: • A prorated portion of the unvested time-vesting equity awards will accelerate and vest; and • If termination occurs during the final six months of the performance period for any performance-vesting equity award, a prorated portion of such equity award will accelerate and vest (based on target performance). | | All Other NEOs | 100% of Annual Base Salary payable over a 12-month period | 12 months | $25,000 | | |

  46. Executive Severance Plan

    | | Qualifying Termination During CIC Period | | | | | | NEO | Separation Payments | Benefits Continuation Period (1) | Outplacement Services | AIP Compensation | Equity Compensation | | CEO | 200% of the sum of Annual Base Salary and Target Bonus, payable in lump sum | 18 months | $50,000 | • Payment of accrued but unpaid cash bonuses for completed performance periods; and • Pro-rated target annual cash bonus for the performance period in which termination occurs | • If the executive is not provided with replacement awards having equal value, and comparable terms and conditions as the prior awards, equity awards automatically accelerate and vest in full upon the change in control (assuming target level performance for purposes of any performance vesting awards). • If a Qualifying Termination occurs during the CIC Period, all unvested equity or replacement awards, as applicable, will automatically accelerate and fully vest upon the termination of employment (or the change in control, if later) (assuming target level performance for purposes of any performance vesting awards). | | All Other NEOs | 150% of the sum of Annual Base Salary and Target Bonus, payable in lump sum | 18 months | $25,000 | | |

  47. Executive Severance Plan

    (1) Medical and dental coverage continues for the NEO during his or her severance period on the same cost-sharing basis as if his or her employment had not terminated. The ESP does not provide for a gross-up payment to offset any excise taxes that may be imposed on excess parachute payments under Section 4999 (the “Excise Tax”) of the Code. Instead, the ESP provides that in the event that the payments described above would, if paid, be subject to the Excise Tax, then the payments will be reduced to the extent necessary so that no portion of the payments is subject to the Excise Tax, if the net amount of the reduced payments, after giving effect to income tax consequences, is greater than or equal to the net amount of the payments without such reduction, after giving effect to the Excise Tax and income tax consequences. For purposes of the ESP, “cause” means (i) if a participant is a party to a written employment, severance or consulting agreement with the Company or any of its affiliates or an award agreement in which the term “cause” is defined (a “Relevant Agreement”), “cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) a material breach by the participant of any of his or her obligations set forth in any written agreement with the Company or any of its affiliates as the same may then be in effect; (B) fraud, embezzlement, theft or other material dishonesty by the participant in connection with services to or otherwise with respect to the Company or any of its affiliates; (C) the participant’s commission of any act or omission that results in or could reasonably be expected to result in any material damage or harm to the business, property or reputation of the Company or any of its affiliates; (D) the participant’s commission of, indictment for, or a plea of nolo contendere to, any felony under any state, federal or foreign law or any crime involving moral turpitude or dishonesty; (E) the participant’s unlawful use (including being under the influence) or possession of illegal drugs, or repeated intoxication with alcohol, at the premises of the Company or any of its affiliates or otherwise while performing (or holding himself or herself as performing) services for or on behalf of the company or any of its affiliates; (vi) participant’s prolonged and unexcused absence from work (other than by reason of disability); or (F) refusal or failure by the participant to attempt in good faith to follow or carry out the reasonable instructions of the Board or the participant’s supervisor which failure, if curable, does not cease within fifteen (15) days after written notice of such failure is given to the participant by the Company or any affiliate. For purposes of the ESP, a “good reason termination” means the voluntary separation from service of the participant in the three month period prior to a change in control or in the twelve month period following a change in control due to any of the following events without the participant’s written consent: (a) the relocation of the participant’s principal place of employment to a location that is more than 50 miles from the principal place of employment in effect immediately prior to such change in control; (b) a material diminution in the duties or responsibilities of the participant from those in place immediately prior to such change in control (other than, with respect to the Chief Executive Officer, due to removal (or failure to appoint) as a member of the successor company’s board of directors); (c) a material reduction in the base salary or annual incentive opportunity of the participant from what was in place immediately prior to such change in control; and (d) the failure of any successor entity to the Company following a change in control to assume the ESP, as in effect immediately prior to such change in control. The participant must (i) notify the Board, in writing, within ninety (90) days of the event constituting the basis for a good reason termination of the participant’s intent to trigger a good reason termination, that specifically identifies in reasonable detail the event constituting the basis for the good reason termination, (ii) the event must remain uncorrected for thirty (30) days following the date that the participant notifies the Board in writing of the participant’s intent to terminate employment for good reason, and (iii) the termination date must occur within sixty (60) days after expiration of the notice period. For the avoidance of doubt, “good reason” shall not apply outside of the three month period prior to a change in control or the twelve month period following a change in control. Except where required by law or otherwise determined by the Board, severance payments would not be made under the ESP if the NEO were terminated by the Company for "cause" or voluntary resigned (other than due to a good reason termination). For more information, see the Outstanding Equity Awards at Fiscal Year-End table and related footnotes.

  48. Ms. Couch's Termination and Severance

    Ms. Couch's Termination and Severance Ms. Couch entered into a separation agreement with the Company (the "Couch Separation Agreement"), dated July 5, 2023 in connection with termination of her employment by the Company, effective on July 31, 2023. Ms. Couch’s termination constituted a Qualifying Termination under the ESP and therefore Ms. Couch was entitled to severance benefits and equity treatment in accordance with the terms of the ESP. Ms. Couch did not receive any termination benefits other than the benefits set forth in the ESP.

  49. Mr. Vanka's Termination and Severance

    Mr. Vanka's Termination and Severance Mr. Vanka’s employment with the Company is anticipated to terminate effective January 31, 2024. Mr. Vanka’s termination constituted a Qualifying Termination under the ESP and therefore he is entitled to severance benefits and equity treatment in accordance with the terms of the ESP, except that the Company and Mr. Vanka have agreed to waive outplacement benefits provided under the ESP in exchange for the Company’s payment of tuition for Mr. Vanka to attend certain approved executive leadership education courses of equivalent value.

  50. Equity Award Grant Policy

    Equity Award Grant Policy Pursuant to our Equity Award Grant Policy, equity awards granted under our 2021 Incentive Award Plan are approved either by our Compensation and Human Resources Committee or full Board, provided that the Board approves all equity awards granted to our CEO. This policy contemplates key parameters, such as the award grant date, award grant price, award approval process, types of awards, and reasons for granting annual awards and off-cycle awards. The Compensation and Human Resources Committee has oversight of the Equity Award Grant Policy and may delegate award approval to the CEO, except for (i) annual awards, (ii) any award in an amount equal to or greater than $500,000 to any employee in any fiscal year, and (iii) awards to officers of the Company, including members of the executive leadership team and our NEOs (or anyone reasonably expected to be a member of the executive leadership team or an NEO).

  51. “Golden Parachute” Payments

    “Golden Parachute” Payments Sections 280G and 4999 of the Code provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we, or a successor, may forfeit a tax deduction on the amounts subject to this additional tax. While the Board and Compensation and Human Resources Committee may take the potential forfeiture of such tax deduction into account when making compensation decisions, it will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us. We do not provide any tax gross-ups to cover excise taxes under Section 4999 in connection with a change in control. For more information regarding treatment of certain payments in connection with a change in control, see " - Executive Severance Plan" above.

  52. Summary Compensation Table

    Summary Compensation Table The table below provides information regarding the total compensation paid to or earned by each of our NEOs for each of the fiscal years ended September 30, 2021, September 30, 2022, and September 30, 2023.

  53. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) (1) | Bonus ($) (2) | Stock Awards ($) (3) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | All Other Compensation ($) (5) | Total ($) | | Julian Nebreda | 2023 | 600,000 | 50,000 | — | — | 1,110,522 | 14,250 | 1,774,772 | | President and Chief Executive Officer | 2022 | 50,000 | — | 2,500,004 | — | — | — | 2,550,004 | | Manavendra Sial | 2023 | 500,000 | 215,328 | — | — | 694,076 | 14,250 | 1,423,654 | | Senior Vice President and Chief Financial Officer | 2022 | 23,077 | — | 2,600,008 | — | — | — | 2,623,085 | | Peter Williams | 2023 | 94,039 | — | 750,019 | — | — | 4,702 | 848,760 | | Senior Vice President and Chief Supply Chain and Manufacturing Officer | | | | | | | | | | Rebecca Boll | 2023 | 343,750 | 144,937 | — | — | 292,410 | 14,250 | 795,347 | | Senior Vice President and Chief Product Officer | 2022 | 325,000 | 144,937 | — | — | 118,463 | 14,250 | 602,650 | | | 2021 | 306,557 | — | 270,248 | 243,192 | 154,733 | — | 974,730 | | Krishna Vanka | 2023 | 350,000 | 100,000 | — | — | 287,068 | 14,250 | 751,318 | | Senior Vice President and Chief Digital Officer | | | | | | | | | | Carol Couch | 2023 | 287,854 | — | — | — | — | 534,673 | 822,527 | | Former Senior Vice President and Chief Supply Chain and Manufacturing Officer | | | | | | | | |

  54. Summary Compensation Table

    (1) For fiscal year 2022, Mr. Nebreda commenced service with the Company as Chief Executive Officer and President on September 1, 2022; Mr. Sial commenced service with the Company as Senior Vice President and Chief Financial Officer on September 15, 2022 and ceased serving as Senior Vice President and Chief Financial Officer on December 31, 2023; and Mr. Vanka commenced service with the Company as Senior Vice President and Chief Digital Officer on August 29, 2022 and ceased serving as an executive officer of the Company effective November 28, 2023 and shall cease service as a non-executive employee with the Company on January 31, 2024. For fiscal year 2023, Mr. Williams commenced service with the Company as Senior Vice President and Chief Supply Chain and Manufacturing Officer on July 17, 2023 and Ms. Couch ceased serving as an executive officer on July 16, 2023 and terminated service as a non-executive employee with the Company on July 31, 2023. (2) For Mr. Nebreda, for fiscal year 2023, the $50,000 represents a sign-on bonus that was paid in December 2022 as described in the Nebreda Offer Letter (as defined below). For Mr. Sial, for fiscal year 2023, the $215,328 represents the pro-rata portion from his original $500,000 sign-on bonus that he is permitted to retain following his voluntary departure from the Company in December 2023, as described in the Sial Offer Letter (as defined below). For Ms. Boll, for fiscal year 2022, the $144,937 represents a portion of Ms. Boll’s bonus that was paid in September 2021 which remained subject to a clawback until September 30, 2022, and for fiscal year 2023, the $144,937 represents the remainder of Ms. Boll's bonus that was paid in February 2022 which remained subject to a clawback until February 28, 2023. For Mr. Vanka, the $100,000 represents a sign on bonus which remained subject to a clawback until August 29, 2023 as described in further detail in the Vanka Offer Letter (as defined below). (3) The amount in this column reflects the aggregate grant date fair value of restricted stock units, phantom units, and stock options, as determined in accordance with FASB ASC 718. For a description of the assumptions used to determine the compensation cost of these awards, see Note 17 to our audited consolidated financial statements for the year ended September 30, 2023 included in the 2023 Form 10-K, Note 17 to our audited consolidated financial statements for the year ended September 30, 2022 included in the Company's Annual Report on Form 10-K filed with the SEC on December 14, 2022, and Note 16 to our audited consolidated financial statements for the year ended September 30, 2021 included in the Company's Annual Report on Form 10-K filed with the SEC on December 14, 2021. (4) The amounts in this column represent annual incentive cash awards earned under our AIP. For fiscal year 2023, Messrs. Nebreda, Sial, and Vanka and Ms. Boll were eligible for an award under our AIP, and received a payment equal to 185%, 185%, 164%, and 186% of their target AIP award, respectively. Mr. Williams was not eligible for a fiscal 2023 AIP award. In connection with Ms. Couch's departure from the Company effective July 31, 2023, pursuant to the terms of the ESP, Ms. Couch was paid $131,179, which was her target AIP award, pro-rated for her service for fiscal year 2023 through her termination date of July 31, 2023 as part of her severance-related payments that are set forth in the "All Other Compensation" column in this Summary Compensation Table. For more information, see “Compensation Discussion and Analysis – Elements of Compensation - Annual Incentive Plan" above. (5) For Messrs. Nebreda, Sial, and Vanka and Ms. Boll, this amount reflects a matching contribution of $14,250 under the Company’s 401(k) plan. For Mr. Williams, this amount reflects a matching contribution of $4,702 under the Company's 401(k) plan. For Ms. Couch, this amount reflects (a) an aggregate of $520,423 severance-related payments, as described in detail above under "Compensation Discussion and Analysis - Executive Severance Plan - Ms. Couch Termination and Severance" and (b) a matching contribution of $14,250 under the Company's 401(k) plan.

  55. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows information regarding the AIP and LTI awards granted to our NEOs in fiscal year 2023.

  56. Grants of Plan-Based Awards

    | | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | All Other Stock Awards; Number of Shares of Stock or Units (#) (2) | Grant Date fair value of stock awards ($)(3) | | Name | | | Threshold ($) | Target ($) | Maximum ($) | | | | Julian Nebreda President and Chief Executive Officer | | | | | | | | | | --- | 12/5/2022 | 300,000 | 600,000 | 1,200,000 | --- | --- | | Manavendra Sial Senior Vice President and Chief Financial Officer | | | | | | | | | | --- | 12/5/2022 | 187,500 | 375,000 | 750,000 | --- | --- | | Peter Williams Senior Vice President and Chief Supply Chain and Manufacturing Officer | | | | | | | | | | 7/17/2023 | 7/5/2023 | --- | --- | --- | 25,765 | 750,019 | | Rebecca Boll Senior Vice President and Chief Product Officer | | | | | | | | | | --- | 12/5/2022 | 78,750 | 157,500 | 315,000 | --- | --- | | Krishna Vanka Senior Vice President and Digital Officer | | | | | | | | | | --- | 12/5/2022 | 87,500 | 175,000 | 350,000 | --- | --- | | Carol Couch (4) Former Senior Vice President and Chief Supply Chain and Manufacturing Officer | | | | | | | | | | --- | 12/5/2022 | 78,750 | 157,500 | 315,000 | --- | --- |

  57. Grants of Plan-Based Awards

    (1) The amounts shown represent the potential payment with respect to the AIP award for fiscal year 2023 at threshold, target, and maximum performance. The threshold amount is equal to 50% of target performance, the target amount is equal to 100% of target performance and the maximum amount is 200% of target performance. The threshold, target, and maximum amounts are based on a percentage of the NEO's fiscal year 2023 base salary in effect on September 30, 2023. Actual amounts earned for fiscal year 2023 are included in the "Non-Equity Incentive Compensation Plan" column of the Summary Compensation Table above and are detailed further under "Compensation Discussion and Analysis — Elements of Compensation— Annual Incentive Plan" above. (2) This amount represents the number of time-vesting RSUs granted to NEOs in fiscal year 2023. These RSUs vest in one-third increments on each of the first three anniversaries of the grant date, subject to the holder's continued employment with the Company. For more information relating to these RSUs, see “Compensation Discussion and Analysis – Elements of Executive Compensation - Long-Term Incentives” and the Outstanding Equity Awards at Fiscal Year-End table below. (3) Reflects the grant date fair value of RSUs computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the fair value of the RSUs are set forth in Note 17 to the audited consolidated financial statements included in the 2023 Form 10-K. (4) In connection with Ms. Couch's departure from the Company effective July 31, 2023, pursuant to the terms of the ESP, Ms. Couch's 2023 AIP award was paid out at $131,179, which was at target, pro-rated for the time of her service with the Company through July 31, 2023.

  58. Additional Narrative Disclosures relating to Summary Compensation Table and the Grants of Plan-Based Awards Table

    Additional Narrative Disclosures relating to Summary Compensation Table and the Grants of Plan-Based Awards Table

  59. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards to each of our NEOs as of September 30, 2023.

  60. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) (1) | Option Expiration Date | Number of Shares or Units of Stock that have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | | Julian Nebreda | — | — | — | — | 92,438(3) | 2,125,150 | | Manavendra Sial | — | — | — | — | 90,419(4) | 2,078,733 | | Peter Williams | — | — | — | — | 25,765(5) | 592,337 | | Rebecca Boll | 178,398 | 134,631(6) | 2.45 | 04/02/2031 | 40,932(7) | 941,027 | | Krishna Vanka | — | — | — | — | 18,488(8) | 425,039 | | Carol Couch (9) | 230,738 | — | 2.45 | 10/29/2023 | — | — |

  61. Outstanding Equity Awards at Fiscal Year-End

    (1) The exercise price set forth herein represents the per share Class A common stock exercise price of such options. (2) Represents the fair market value per share of the Company's Class A common stock of $22.99, as of September 30, 2023. (3) As of September 30, 2023, the unvested RSUs were scheduled to vest in two remaining equal installments on each of September 1, 2024 and September 1, 2025, subject to continued employment by Mr. Nebreda through such vesting dates. (4) As of September 30, 2023, the unvested RSUs were scheduled to vest in two remaining equal installments on each of September 15, 2024 and September 15, 2025, subject to continued employment by Mr. Sial through such vesting dates. Upon Mr. Sial's departure from the Company on December 31, 2023, all 90,419 unvested shares were forfeited in their entirety. (5) As of September 30, 2023, the unvested RSUs were scheduled to vest in three remaining equal installments on each of July 17, 2024, July 17, 2025, and July 17, 2026, subject to continued employment by Mr. Williams through such vesting dates. (6) As of September 30, 2023, the unvested stock options were scheduled to vest on April 2, 2024, subject to continued employment by Ms. Boll through such vesting date. (7) As of September 30, 2023, the unvested phantom units were scheduled to vest on April 28, 2024, subject to continued employment by Ms. Boll through such vesting date. (8) As of September 30, 2023, the unvested RSUs were scheduled to vest in two remaining equal installments on each of September 1, 2024 and September 1, 2025, subject to continued employment by Mr. Vanka through such vesting date. See "Compensation Discussion and Anaysis — Elements of Compensation — Executive Severance Plan — Mr. Vanka's Termination and Severance" for a description of the anticipated pro-rata treatment of Mr. Vanka's outstanding RSUs following his termination effective January 31, 2024. (9) Upon Ms. Couch's departure from the Company effective July 31, 2023, her outstanding unvested options vested on a pro-rata basis, in accordance with the terms of the ESP, resulting in a total of 129,808 stock options vested and 37,371 stock options forfeited upon termination. Ms. Couch had 90 days following her departure of the Company to exercise any vested options pursuant to the terms of the ESP. This amount set forth herein is based on information provided by our stock plan administrator.

  62. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table reflects the aggregate number of shares acquired and the dollar amounts realized by each of the NEOs from the exercise of stock options and the vesting of phantom unit awards and RSU awards during the fiscal year ended September 30, 2023.

  63. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Julian Nebreda | — | — | 46,220 | 1,272,899 | | Manavendra Sial | — | — | 45,210 | 1,141,100 | | Peter Williams | — | — | — | — | | Rebecca Boll | 90,864 | 1,523,778 | 40,932 | 740,869 | | Krishna Vanka | — | — | 9,244 | 254,580 | | Carol Couch(3) | 233,428 | 5,300,450 | — | — |

  64. Option Exercises and Stock Vested

    (1) Represents the difference between the closing price per share of our Class A common stock on the applicable date of exercise and the exercise price of the stock options. (2) Amounts in this column for Messrs. Nebreda, Sial and Vanka were calculated using the closing price per share of the Company's Class A common stock on the respective date of vesting. Amounts in this column for Ms. Boll were calculated using the closing price per share of the Company's Class A common stock on the trading date one day prior to the vesting date in accordance with the respective equity award plan document. (3) Reflects the value of Ms. Couch's exercise of stock options through fiscal year ended September 30, 2023, based on information provided by our stock plan administrator.

  65. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control The Company does not have written employment agreements that provide for severance entitlements with its NEOs. Rather, if terminated on September 30, 2023, each NEO (other than Ms. Couch) would have been entitled to receive severance payments in accordance with the ESP. See “Compensation Discussion and Analysis – Executive Severance Plan” above for a description of the payments that each NEO would be entitled to receive in connection with a Qualifying Termination, both outside and during the CIC Period (as defined in the ESP). The table below show the severance payments and benefits that each NEO (other than Ms. Couch) would have received upon (1) a change in control of the Company, (2) a Qualifying Termination outside of the CIC Period, (3) a Qualifying Termination during the CIC Period, (4) death, or (5) disability, in each case, as of September 30, 2023. The table shows the actual severance payments and benefits that Ms. Couch received upon a Qualifying Termination outside of the CIC Period.

  66. Potential Payments Upon Termination or Change-in-Control

    | | Change in Control Without Termination ($) | Qualifying Termination Outside of CIC Period ($) | Qualifying Termination During CIC Period ($) | Death ($) | Disability ($) | | Julian Nebreda | | | | | | | Base Salary Continuation (1) | — | 900,000 | 2,400,000 | — | — | | AIP Bonus Payment (2) | — | 600,000 | 600,000 | — | — | | Outplacement Services | — | 50,000 | 50,000 | — | — | | Benefits Continuation (3) | — | 30,981 | 30,981 | — | — | | Accelerated Vesting of Equity-Based Awards (4) | — | 957,143 | 2,125,150 | — | — | | Total (5) | — | 2,538,124 | 5,206,131 | — | — | | Manavendra Sial (6) | | | | | | | Base Salary Continuation (1) | — | 500,000 | 1,312,500 | — | — | | AIP Bonus Payment (2) | — | 375,000 | 375,000 | — | — | | Outplacement Services | — | 25,000 | 25,000 | — | — | | Benefits Continuation (3) | — | 19,330 | 28,995 | — | — | | Accelerated Vesting of Equity-Based Awards (4) | — | 903,047 | 2,078,733 | — | — | | Total (5) | — | 1,822,377 | 3,820,228 | — | — | | Peter Williams | | | | | | | Base Salary Continuation (1) | — | 450,000 | 1,012,500 | — | — | | AIP Bonus Payment (2) | — | 225,000 | 225,000 | — | — | | Outplacement Services | — | 25,000 | 25,000 | — | — | | Benefits Continuation (3) | — | 20,654 | 30,981 | — | — | | Accelerated Vesting of Equity-Based Awards (4) | — | 75,246 | 592,337 | — | — | | Total (5) | — | 795,900 | 1,885,818 | — | — | | Rebecca Boll | | | | | | | Base Salary Continuation (1) | — | 350,000 | 761,250 | — | — | | AIP Bonus Payment (2) | — | 157,500 | 157,500 | — | — | | Outplacement Services | — | 25,000 | 25,000 | — | — | | Benefits Continuation (3) | — | 14,425 | 21,637 | — | — | | Accelerated Vesting of Equity-Based Awards (4) | — | 3,025,675 | 3,706,348 | — | — | | Total (5) | — | 3,572,600 | 4,671,735 | — | — | | Krishna Vanka (7) | | | | | | | Base Salary Continuation (1) | — | 350,000 | 787,500 | — | — | | AIP Bonus Payment (2) | — | 175,000 | 175,000 | — | — | | Outplacement Services | — | 25,000 | 25,000 | — | — | | Benefits Continuation (3) | — | 19,571 | 29,357 | — | — | | Accelerated Vesting of Equity-Based Awards (4) | — | 191,461 | 425,039 | — | — | | Total (5) | — | 761,032 | 1,441,896 | — | — | | Carol Couch(8) | | | | | | | Base Salary Continuation (1) | — | 350,000 | — | — | — | | AIP Bonus Payment (2) | — | 131,179 | — | — | — |

  67. Potential Payments Upon Termination or Change-in-Control

    | Outplacement Services | — | 25,000 | — | — | — | | Benefits Continuation (3) | — | 14,244 | — | — | — | | Accelerated Vesting of Equity-Based Awards (8) | — | 3,477,556 | — | — | — | | Total (5) | — | 3,997,979 | — | — | — | | (1) In the event of a Qualifying Termination outside of the CIC Period, value represents continued payment of base salary until the 18-month anniversary, in the case of our CEO, and the 12-month anniversary, in the case of each other NEO. In the event of a Qualifying Termination during the CIC Period, value represents a lump sum payment equal to 200% of the sum of base salary and target annual cash bonus and 150% of the sum of base salary and target annual cash bonus, in the case of each other NEO. (2) The ESP provides for payment of accrued but unpaid cash bonuses for performance periods already completed at the time of termination, and a pro-rated annual cash bonus for the performance period in which termination occurs, based upon the executive officer’s target annual cash bonus for that year. Accordingly, awards are shown at target, except with respect to Ms. Couch, whose employment in fact terminated on July 31, 2023. (3) Value represents the employer's portion of medical and dental benefits in the event of a Qualifying Termination outside of the CIC Period, during the 18-month period, in the case of our CEO, and the 12-month anniversary, in the case of each other NEO, and during the CIC period, the 18-month period. (4) For Ms. Boll, with respect to any unvested outstanding stock options granted under the 2020 Unit Option Plan, the value reflects the excess of the fair market value of $22.99 per share for the Company stock on September 30, 2023 over the exercise price of $2.45, that would accelerate in connection with such event and with respect to any outstanding, unvested phantom awards granted under the Phantom Equity Plan, the value reflects the fair market value of $22.99 per share for the Company stock on September 30, 2023, that would accelerate vesting in connection with such event. For Messrs. Nebreda, Sial, Williams and Vanka, value reflects the fair market value of $22.99 per share for the Company stock on September 30, 2023 of the underlying shares for the unvested RSUs, which would accelerate vesting in connection to the event. Further, in the event of a change in control of the Company, pursuant to the ESP, if an award is replaced with an award of the same or greater value and with the same or not less than favorable terms and conditions, the award is subject to double-trigger vesting. If the award is not replaced, the award shall vest in full, and for performance-based awards shall vest in full at target performance. These tables assume all outstanding LTI awards are replaced following a change in control of the Company. (5) In connection with any payments made in connection with a change in control of the Company, the NEO may be subject to a reduction in compensation because of the excise tax calculation under the best-net approach pursuant to Section 4999 of the Code, as described above. These tables reflect the potential severance payments and do not reflect a potential reduction in severance compensation. (6) Mr. Sial's departure from the Company on December 31, 2023 was a voluntary termination by Mr. Sial and therefore under the terms of the ESP, Mr. Sial received no severance payments upon termination from the Company on December 31, 2023. (7) Mr. Vanka and the Company entered into a Transition Services Agreement, effective January 19, 2024, detailing Mr. Vanka's termination of employment with the Company on January 31, 2024. His actual severance package will be calculated under the terms of the ESP, except for the substitution of certain approved executive leadership courses in lieu of outplacement benefits. (8) These amounts reflect the actual amounts received by Ms. Couch in connection with her Qualifying Termination outside of the CIC Period on July 31, 2023. The accelerated stock option value was calculated by using the closing stock price of $29.24 on her termination date. | | | | | |

  68. Pay Versus Performance

    Pay Versus Performance In accordance with Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationships between compensation actually paid to our principal executive officer ("PEO"), our former PEO, and non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation and Human Resources Committee did not consider the pay versus performance disclosure reflected below when making compensation determination for any of the years shown below.

  69. Pay Versus Performance Table

    Pay Versus Performance Table

  70. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total for PEO(1) | Summary Compensation Table Total for Former PEO(1) | Compensation Actually Paid to Current PEO(1) (2)(3) | Compensation Actually Paid to Former PEO(1) (2)(3) | Average Summary Compensation Table Total for non-PEO NEOs(1) | Average Compensation Actually Paid to non-PEO NEOs(1) (2)(3) | Total Shareholder Return | Peer Group Total Shareholder Return(4) | Net Income (Loss) ($ millions) | Adjusted Gross Profit (Loss) (5) ($ millions) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 1,774,772 | n/a | 3,149,800 | n/a | 928,321 | 2,139,189 | 65.69 | 56.58 | (105) | 147 | | 2022 | 2,550,004 | 1,943,101 | 2,073,020 | 9,707,300 | 1,428,121 | 4,525,921 | 41.69 | 74.89 | (289) | (54) |

  71. Pay Versus Performance Table

    (1) Mr. Nebreda became our principal executive officer (PEO) on September 1, 2022 and is our current PEO. Mr. Dubuc, our former PEO, separated from the Company on August 31, 2022. Our non-PEO NEOs included: (a) for fiscal year 2023, Messrs. Sial, Vanka, and Williams, and Mses. Boll and Couch; and (b) for fiscal year 2022, Messrs. Fehr and Sial and Ms. Boll. (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. (3) The following amounts were deducted from / added to Summary Compensation Table (SCT) total compensation in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (CAP) to our PEOs and average CAP to our non-PEO NEOs. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards, including calculating equity awards in accordance with FASB ASC Topic 718. Current PEO SCT Total to CAP Reconciliation

  72. Pay Versus Performance Table

    | Fiscal Year | 2022 | 2023 | | SCT Total | $2,550,004 | $1,774,772 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(2,500,004) | $0 | | ± Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $2,023,020 | $0 | | ± Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | $0 | $776,479 | | ± Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | | ± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $0 | $598,549 | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | | Compensation Actually Paid | $2,073,020 | $3,149,800 |

  73. Pay Versus Performance Table

    Former PEO SCT Total to CAP Reconciliation

  74. Pay Versus Performance Table

    | Fiscal Year | 2022 | 2023 | | SCT Total | $1,943,101 | n/a | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $0 | n/a | | ± Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $0 | n/a | | ± Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | $0 | n/a | | ± Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | n/a | | ± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $8,681,032 | n/a | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | -$916,833 | n/a | | Compensation Actually Paid | $9,707,300 | n/a |

  75. Pay Versus Performance Table

    Non-PEO NEO Average SCT Total to Average CAP Reconciliation

  76. Pay Versus Performance Table

    | Fiscal Year | 2022 | 2023 | | Average SCT Total | $1,428,121 | $928,321 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $(866,669) | $(150,004) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $659,609 | $118,467 | | ± Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | $2,369,873 | $476,025 | | + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $— | $— | | ± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $934,987 | $861,825 | | - Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $— | $(95,446) | | Average Compensation Actually Paid | $4,525,921 | $2,139,189 |

  77. Pay Versus Performance Table

    (4) The Peer Group for which Total Shareholder Return is the NASDAQ Clean Edge Green Energy Index Fund. Historical stock performance is not necessarily indicative of future stock performance. (5) Adjusted Gross Profit is a non-GAAP financial measure and is calculated using gross profit (loss), adjusted to exclude (i) stock-based compensation expenses, (ii) amortization, (iii) certain other income or expenses, and (iv) non-recurring income or expenses. For more details on how we define and calculate Adjusted Gross Profit from the Company's audited consolidated financial statements as well as a reconciliation to gross profit (loss), its most directly comparable GAAP financial measure, please refer to pages 60-61 in our 2023 Form 10-K for fiscal year 2023 and pages 58-59 in our Annual Report on Form 10-K for fiscal year ended September 30, 2022 filed with the SEC on December 14, 2022 (the "2022 Form 10-K"). CHARTS OF CAP VERSUS PERFORMANCE METRICS The chart below illustrates the relationship between the current PEO, former PEO, and average Non-PEO CAP amounts and the Company’s and NASDAQ Clean Edge Green Energy Index Fund TSR during fiscal years 2022 through 2023. The CAP calculations prescribed by Item 402(v) encompass valuations of equity awards before our IPO while the TSR calculations assume a $100 investment beginning on our IPO date, which creates a disconnect in the time periods being compared for CAP and TSR in fiscal year 2022. The charts below illustrate the relationship between the current PEO, former PEO, and Non-PEO CAP amounts and the Company’s Net Income and Adjusted Gross Profit during fiscal years 2022 through 2023. **Adjusted Gross Profit is a non-GAAP financial metric. Please refer to pages 60-61 in our 2023 Form 10-K and pages 58-69 in our 2022 Form 10-K for more details on non-GAAP financial metrics and reconciliation to gross profit (loss), its most directly comparable GAAP financial metric, for fiscal year 2023 and fiscal year 2022, respectively. TABULAR LIST OF MOST IMPORTANT PERFORMANCE MEASURES The three items listed below represent the most important financial performance metrics we used to determine CAP for fiscal year 2023 as further described above in the "Compensation Discussion and Analysis" discussion. These performance metrics may not have been the most important financial performance measures for fiscal year 2022 and we may determine different financial performance metrics to be the most important financial performance metrics in future years. The measures in this table are not ranked.

  78. Pay Versus Performance Table

    | Most Important Financial Performance Measures | | • Adjusted Gross Profit • Order Intake Margin EAC • Revenue |