DEF 14A of Fluence Energy, Inc., Jan 24, 2025

DEF 14A of Fluence Energy, Inc.

Filed Jan 24, 2025 · FY20240001868941-25-000007

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 that expires at the Annual Meeting. The Board, upon the recommendation of the Nominating and Corporate Governance Committee and pursuant to the director designation 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, Ricardo Falu, Elizabeth Fessenden, Harald von Heynitz, Barbara Humpton, Peter Chi-Shun Luk, Axel Meier, Letitia ("Tish") Mendoza, Julian Nebreda, John Christopher ("Chris") Shelton, and Simon James Smith. Except for Mr. Luk, each of the other Director Nominees is an incumbent director of the Company. The term of Emma Falck, a current director designee of the Siemens Related Parties, as defined under and pursuant to the rights under the Stockholders Agreement, will expire at the Annual Meeting. The Siemens Related Parties have designated Peter Chi-Sun Luk for nomination by the Board for election at the Annual Meeting to succeed Ms. Falck and as a result, the Board has not re-nominated Ms. Falck for election at the Annual Meeting. 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 2026 (the “2026 Annual Meeting”) and until the election and qualification of his or her successor or until his or her earlier death, disqualification, resignation, or removal. Generally, subject to the terms of the Stockholders Agreement, vacancies or newly created directorships on the Board will be filled only by vote of a majority of the directors then in office, or by a sole remaining director. A director appointed by the Board to fill a vacancy will hold office until the next election of directors, subject to the election and qualification of his or her successor and his or her earlier death, resignation, retirement, disqualification, or removal. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal. 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; and 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 2026 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 17, 2025 for each Director Nominee, 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

    | CYNTHIA ARNOLD Age: 67 Independent Director Since: 2021 Chairperson of Compensation and Human Resources Committee Member of Nominating and Corporate Governance and Audit Committees | Professional Experience: Dr. 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. 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 (NYSE: CBT) since January 2018. She also currently sits on the boards of Milliken & Company and Citrine Informatics. Dr. Arnold previously sat on the Supervisory Board of Avantium NL, a Dutch technology company in renewable chemistry, from September 2020 to May 2022 and served on the Materials Advisory Board as well as a consultant for Carbon 3D from November 2017 through May 2023. Key Attributes, Skills, and Qualifications: 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. |

  5. Information About Director Nominees

    | HERMAN BULLS Age: 68 Independent Director Since: 2021 Board Chairperson Chairperson of Nominating and Corporate Governance Committee Member of Audit and Finance and Investment Committees | Professional Experience: Mr. 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. (NASDAQ: HST) since June 2021, USAA since 2010, Comfort Systems USA, Inc. (NYSE: FIX) 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 previously served on the board of American Campus Communities, Inc. (formerly listed on the NYSE prior to acquisition by The Blackstone Group) from January 2021 through August 2022. Key Attributes, Skills, and Qualifications: Mr. Bulls holds a Master of Business Administration from Harvard Business School and a Bachelor’s degree in Engineering and Economics 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 extensive experience as a thought leader, particular knowledge of team-building and strategic development, financial expertise, and dedication to governance and sustainability. |

  6. Information About Director Nominees

    | RICARDO FALU Age: 45 Director Since: 2022 Member of Finance and Investment Committee | Professional Experience: Mr. Falu has served as a member of our Board since September 2022. He has served as Executive Vice President, Chief Operating Officer and President, New Energy Technologies SBU at The AES Corporation ("AES") since February 2024 and previously was Senior Vice President, Chief Operating Officer and President of New Energy Technologies at AES from July 2023 to February 2024. He's served in a number of other roles with AES, including as Senior Vice President and Chief Strategy and Commercial Officer from August 2022 through July 2023, SBU President of AES Andes S.A. from January 2022 through August 2022, Chief Executive Officer of AES Andes S.A. from April 2018 through August 2022 and Chief Financial Officer of AES Andes S.A. 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 S.A., a public company in Chile, and on the board of AES Colombia. In addition, Mr. Falu has served on the board of directors of IPALCO Enterprises, Inc. and DPL Inc. since August 2023. Key Attributes, Skills, and Qualifications: 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. We believe 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 Age: 69 Independent Director Since: 2021 Member of Audit and Compensation and Human Resources Committees | Professional Experience: Ms. 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. She has served as a member of the board of directors at Ampco-Pittsburgh Corporation (NYSE: AP) since August 2017, and Plan International USA since November 2017. She previously served on the board of directors of Alpha Metallugical Resources Inc. (NYSE: AMR) from February 2021 through February 2024 and Meritor, Inc. (formerly listed on NYSE prior to acquisition by Cummins Inc.) from June 2021 through August 2022. Key Attributes, Skills, and Qualifications: Ms. Fessenden holds a Master of Business Administration, Master’s degree in Systems Engineering, and Bachelor’s degree in Electrical Engineering from Clarkson University. 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. 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. |

  8. Information About Director Nominees

    | Harald von Heynitz Age: 64 Independent Director Since: 2021 Chairperson of Audit Committee Member of Compensation and Human Resources and Nominating and Corporate Governance Committees | Professional Experience: Mr. 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. Mr. von Heynitz has been a Managing Director of WTS Advisory GmbH (formerly known as WTS Advisory Steuerberatungsgesellschaft mbH) since February 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 has served as a member of the supervisory board of Cherry SE (FWB: C3RY), a global manufacturer of computer input devices, since April 2024 and previously served as an independent director for Siemens Gamesa Renewable Energy SA from February 2020 through February 2023, which was delisted from the Spanish stock exchanges following acquisition by Siemens Energy in February 2023. Key Attributes, Skills, and Qualifications: Mr. von Heynitz 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. In April 2024, he completed training and passed an exam managed by Deutsche Boerse AG (German stock exchange) to become "Qualifizierter Aufsichtsrat" (Qualified member of a Supervisory Board). We believe Mr. von Heynitz is qualified to serve on our Board of Directors due to his leadership experience and financial expertise. |

  9. Information About Director Nominees

    | BARBARA HUMPTON Age: 64 Director Since: 2021 Member of Compensation and Human Resources Committee | Professional Experience: Ms. 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. (NYSE: TGI) since September 2019 and has sat on MARA Digital Holdings Inc. (NASDAQ: MARA) since September 2024. Ms. Humpton also currently sits on the boards of Siemens Corporation, the Center for Strategic and Budgetary Assessments, Economic Club of Washington, DC, Chief Executives for Corporate Purpose, and the Federal Reserve Bank of Richmond. Key Attributes, Skills, and Qualifications: 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. | | PETER CHI-SHUN LUK Age: 41 Director Nominee | Professional Experience: Mr. Luk has served as Senior Vice President, Corporate M&A at Siemens since December 2020. He previously served in various roles at Siemens, including as Senior Project Manager, Corporate M&A from January 2018 to December 2020, Project Manager, Corporate M&A from 2013 to January 2018, and Project Manager, Corporate Finance M&A Asia, Australia from 2011 to 2013 at Siemens China. Prior to his time with Siemens, Mr. Luk was with PricewaterhouseCoopers, where he gained experience providing audit and assurance services as well as transaction services to companies in a variety of industries. Mr. Luk currently serves as an Executive Board Member on the JUMP! Foundation, which is a Hong Kong registered charitable organization. Key Attributes, Skills, and Qualifications: Mr. Luk holds a Master in Business Administration degree from FAU Erlangen Nurnberg. He also has a Bachelor of Commerce in Honours Accounting from McGill University and a Master of Professional Accounting from University of Saskatchewan. Mr. Luk holds a Chartered Accountant Designation from the Canadian Institute of Chartered Accountants. We believe Mr. Luk is qualified to serve on our Board of Directors due to his extensive global operational experience and strategic mindset as well as his substantial financial, accounting, and investment knowledge. |

  10. Information About Director Nominees

    | AXEL MEIER Age: 61 Director Since: 2020 Member of Nominating and Corporate Governance and Finance and Investment Committees | Professional Experience: Mr. 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 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. Key Attributes, Skills, and Qualifications: 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, extensive international experience creating value for businesses and shareholders, and his experience with productivity and portfolio management and development. | | TISH MENDOZA Age: 49 Director Since: 2022 Member of Nominating and Corporate Governance and Compensation and Human Resources Committees | Professional Experience: Ms. 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. Key Attributes, Skills, and Qualifications: 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 and 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. |

  11. Information About Director Nominees

    | JULIAN NEBREDA Age: 58 Director Since: 2021 Member of Finance and Investment Committee | Professional Experience: Mr. 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 President and Chief Executive Officer, 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 S.A. and AES Brasil Energia, S.A. 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. Key Attributes, Skills, and Qualifications: 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. |

  12. Information About Director Nominees

    | CHRIS SHELTON Age: 53 Director Since: 2018 | Professional Experience: Mr. 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., AES Energy Storage, LLC, AES Next AI, LLC and AES Next AI Development, LLC. Mr. Shelton served as Chairman of the Board of the Electricity Storage Association from 2011 to 2013. Key Attributes, Skills, and Qualifications: 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 Age: 51 Director Since: 2021 Chairperson of Finance and Investment Committee | Professional Experience: Mr. 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 currently serves on the board of directors of Advanced Integration Technology, a global provider of turnkey factory automation and aerospace tooling. Key Attributes, Skills, and Qualifications: 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. |

  13. Director Skills, Qualifications, and Experience

    Director Skills, Qualifications, and Experience Our Board of Directors believes that having a diverse mix of directors with complementary qualifications, expertise, and attributes is essential to meeting its oversight responsibility. In fiscal year 2024, the Nominating and Corporate Governance Committee reviewed and evaluated key skills, qualifications, and attributes for current and future potential Board members. The chart below provides an overview of categories of key skills and qualifications that we believe each Director Nominee brings to the Board. The fact that a particular skill or qualification category is not designated does not mean the Director Nominee does not possess that particular attribute.

  14. Director Skills, Qualifications, and Experience

    | General Skills Categories | Arnold | Bulls | Falu | Fessenden | von Heynitz | Humpton | Luk | Meier | Mendoza | Nebreda | Shelton | Smith | | Public Company Business Leader | X | | X | X | | | | | | X | | | | C-Suite Leader | X | X | X | X | | X | X | X | X | X | X | | | DisruptTech | X | | X | | | X | | | X | X | X | X | | Global Citizenship | X | | X | | X | | X | X | X | X | | X | | Operational Experience | X | X | X | X | X | X | X | X | X | X | X | | | Financial Expertise | X | X | X | X | X | X | X | X | X | X | X | X | | Corporate Governance | X | X | X | X | X | X | | X | X | X | X | X | | Board Experience | X | X | X | X | X | X | | | X | X | X | X |

  15. Director Nominee Diversity Matrix

    Director Nominee Diversity Matrix The Board believes that diversity and inclusion are important considerations in board composition. In considering any potential director nominees, our Nominating and Corporate Governance Committee considers a number of factors including, but not limited to, personal and professional integrity, ethics and values; diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other board members; and diversity of background and perspective. The matrix below sets forth the self-identified gender identity and demographic diversity attributes of each of our Director Nominees. Please see “Information About Director Nominees” above, for biographical information on each of our Director Nominees.

  16. Director Nominee Diversity Matrix

    | Total Number of Director Nominees | 12 | | | | Female | Male | | Part I: Gender Identity | | | | Director Nominees | 4 | 8 | | Part II: Demographic Background | | | | African American or Black | — | 1 | | Asian | — | 1 | | Hispanic or Latinx | 1 | 2 | | White | 3 | 4 |

  17. Compensation of Directors

    Compensation of Directors

  18. Non-Employee Independent Director Compensation Policy

    Non-Employee Independent Director Compensation Policy The Non-Employee Independent Director Compensation Policy in effect for fiscal year 2024 provided 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 was 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 received no fee for services as chairperson. Pursuant to the terms of the Non-Employee Independent Director Compensation Policy in effect for fiscal year 2024, upon election to the Board, a non-employee independent director was 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 served on the Board during their initial year of service (the “Initial Award”). Each non-employee independent director received an annual equity award with a grant date value of $170,000 (the “Annual Award”) that was automatically granted on the date of any annual meeting of the Company's stockholders. The Initial Awards and the Annual Awards each vested 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 were subject to accelerated vesting upon a change in control (as defined in the 2021 Incentive Award Plan). Effective October 1, 2024, the Board further amended and restated the existing Non-Employee Independent Director Compensation Policy (such amended and restated policy, the "2025 Director Compensation Policy"), which will impact compensation for non-employee independent directors beginning fiscal year 2025. The 2025 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 was not serving on the Board or serving as a chairperson of the Board or one of the committees: •An annual director fee of $90,000. •An annual fee of $85,000 for service as the Board chairperson. •An annual fee of $17,500 for service as the chairperson of the Audit Committee. •An annual fee of $15,000 for service as the chairperson of the Compensation and Human Resources Committee. •An annual fee of $12,500 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. Pursuant to the terms of the 2025 Director Compensation Policy, upon election to the Board on or after October 1, 2024, a non-employee independent director will be entitled to receive a restricted stock unit award with a grant date value of $175,000, prorated for the number of days such non-employee independent director served on the Board during his or her initial year of service. Each non-employee independent director will receive an annual equity award with a grant date value of $175,000, which will be automatically granted on the date of any annual meeting of the Company's stockholders. These 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 will continue to be subject to accelerated vesting upon a change in control (as defined in the 2021 Incentive Award Plan).

  19. Fiscal Year 2024 Director Compensation Table

    Fiscal Year 2024 Director Compensation Table The following table sets forth information regarding the total compensation earned by our non-employee independent directors for service on our Board, including as a chairperson of the Board or on a committee of the Board during the fiscal year ended September 30, 2024. Mr. Nebreda, our President and Chief Executive Officer, did not receive any additional compensation for his service on the Board during the fiscal year ended September 30, 2024. Mr. Nebreda’s compensation for the fiscal year ended September 30, 2024 is set forth in the Summary Compensation Table below. The directors designated by the AES Related Parties, Siemens Related Parties, and QIA Related Parties did not receive any compensation with respect to the fiscal year ended September 30, 2024.

  20. Fiscal Year 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Cynthia Arnold | 70,000 | 170,002 | — | 240,002 | | Herman Bulls | 105,000 | 170,002 | — | 275,002 | | Elizabeth Fessenden | 60,000 | 170,002 | — | 230,002 | | Harald von Heynitz | 75,000 | 170,002 | — | 245,002 | | (1) 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, 2024 filed with the SEC on November 29, 2024 (the "2024 Form 10-K"), see Note 17 to our audited consolidated financial statements for the fiscal year ended September 30, 2024 included in the 2024 Form 10-K. The number of restricted stock units granted to non-employee independent directors has been determined by reference to our Class A common stock closing stock price on the date of grant. | | | | |

  21. Fiscal Year 2024 Director Compensation Table

    The table below shows the aggregate number of unvested restricted stock unit awards held as of September 30, 2024, by each non-employee independent director who was serving on our Board as of such date.

  22. Fiscal Year 2024 Director Compensation Table

    | Name | Outstanding Stock Awards at Fiscal Year End | | Cynthia Arnold | 11,341 | | Herman Bulls | 11,341 | | Elizabeth Fessenden | 11,341 | | Harald von Heynitz | 11,341 |

  23. Fiscal Year 2024 Director Compensation Table

    Please see the Security Ownership of Certain Beneficial Owners and Management table below for additional information on the beneficial ownership of our Common Stock by each of our directors.

  24. Overview of Fiscal Year 2024 Executive Compensation

    Overview of Fiscal Year 2024 Executive Compensation Our executive compensation program is designed to deliver market competitive pay for performance and provide consequences for underperformance by tying a significant portion of our NEOs’ compensation to the Company's long-term financial and strategic growth objectives, thereby aligning our NEOs’ interests with those of our stockholders. For each of our annual and long-term incentive programs, we believe we have established aggressive, but achievable performance goals and targets to appropriately incentivize our executive leadership team. We believe the following aspects and outcomes of our fiscal year 2024 executive compensation program demonstrate our commitment to these objectives: •Setting approximately 85% of our President and Chief Executive Officer's total target compensation as variable and at risk and setting approximately 68% of the other NEOs average total target compensation as variable and at risk (outside of Mr. Sial). •Our eligible NEOs receiving above-target total annual incentive plan ("AIP") award payouts for fiscal year 2024, with Mr. Nebreda receiving a total AIP award payout equal to 134% of his target total AIP award and the four other eligible NEOs employed with the Company through fiscal year end 2024 (consisting of Messrs. Pasha, Williams, and Zahurancik, and Ms. Boll) receiving an average total AIP award payout equal to 132% of target for their respective fiscal year 2024 AIP awards. We believe these above-target payouts reflect the Company's strong financial and operational performance in fiscal year 2024. •Granting to the NEOs (except for Mr. Sial) LTI awards during fiscal year 2024 pursuant to the new annual LTI program approved by the Board on December 8, 2023, that were comprised of 20% non-qualified stock options ("NQSOs"), 40% performance stock units ("PSUs"), and 40% restricted stock units ("RSUs").

  25. Commitment to Best Practices

    | What We Do: | What We Do Not Do: | | •Design performance metrics aligned with business strategy | •Provide 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 and long-term performance stock 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 perquisites to our executive officers | | •Conduct annual CEO and officer individual performance review assessments, leadership talent assessments, 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 | | | •Require mandatory stock ownership for our executive leadership team, including our executive officers, and our non-employee independent directors | |

  26. 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 Compensation and Human Resources Committee's charter, the Company will 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 for fiscal year 2024. Pay Governance provided peer group data, competitive compensation data and analyses, and guidance used by the Compensation and Human Resources Committee when designing and assessing our overall executive compensation program. The guidance and recommendations from Pay Governance for fiscal year 2024 included executive officer compensation matters, related governance matters (including risk assessment of the executive compensation program), and the design of our short and long-term incentive awards as well as consultation to the Compensation and Human Resources Committee for the consideration and evaluation of cash and equity compensation for our non-employee independent board members. All such compensation services provided by Pay Governance during fiscal year 2024 were conducted under the direction or authority of the Compensation and Human Resources Committee. During fiscal year 2024, Pay Governance did not provide any services to us other than advising on (1) executive, employee, and director compensation and (2) broad-based plans that do not discriminate in scope, terms, or operation, in favor of our executive officers or directors, and that are available generally to all salaried employees. Representatives of Pay Governance attended seven Compensation and Human Resources Committee meetings during fiscal year 2024. The Compensation and Human Resources Committee considered the advisor independence factors required under Nasdaq and SEC rules as they relate to Pay Governance and determined that there were no conflicts of interest and that Pay Governance was independent.

  27. Compensation Risk Assessment

    | •Incentive arrangements incentivize long-term Company growth | | •Annual incentive plan employs balanced measures with reasonable levels of upside and downside leverage | | •PSUs contain two financial performance measures to incentivize profitable long-term Company growth and such measures are used for both executives and applicable employees | | •Annual and long-term 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, with interim results reviewed at each regularly scheduled Compensation and Human Resources Committee meeting | | •Performance goals for the annual and long-term incentives 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 | | •Formal stock ownership policy in place for executive officers and other members of the executive leadership team | | •Certain recipients of equity compensation are subject to blackout periods under our Insider Trading Policy | | •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 aligned with market expectations | | •Anti-hedging, anti-pledging, and whistleblower policies are in place and communicated to all employees |

  28. Peer Group and Benchmarking

    Peer Group and Benchmarking The 2024 peer group (the “2024 Peer Group”) that was used for executive compensation decisions for fiscal year 2024 was presented to the Compensation and Human Resources Committee by Pay Governance in the fourth quarter of fiscal year 2023. Due to the Company's rapid growth as well as rapid growth in the renewable energy industry generally, our peer group is expected to be assessed on an annual basis to ensure it continues to be aligned with our business and operations. In determining our 2024 Peer Group, Pay Governance provided guiding principles for Fluence's compensation peer group, which are summarized below: •Sample Size: includes 15 to 25 companies, which is intended to be a group sufficiently large to withstand anticipated changes in the external market (e.g. consolidation to mergers/acquisitions, bankruptcies, etc.) •Scope: generally includes companies with similar revenue, market cap, assets, and employee size (taking into account the Company’s expected continued growth), as compensation is significantly correlated with Company size and revenue (with the peer group having revenue of 0.5x to 2.0x the size of the Company), with secondary consideration of market cap, assets, and employee size. •Executive Labor Market: includes U.S.-based publicly traded companies to reflect the Company’s primary executive labor market. •Business Mix: includes companies from the GIS industry classifications of construction and engineering, electronic equipment and instruments and components, heavy electrical equipment, semi-conductor equipment, semi-conductors, independent power, and renewable electricity producers. Based on these criteria and the informed judgment of the Compensation and Human Resources Committee, the Compensation and Human Resources Committee approved the 2024 Peer Group, consisting of sixteen companies, in related industries, with median revenue of $2.0 billion and median market valuation of $3.6 billion as of June 30, 2023. The 2024 Peer Group consisted of the following companies:

  29. Peer Group and Benchmarking

    | 2024 Peer Group | | | | •Advanced Energy Industries, Inc. | •First Solar, Inc. | •Stem, Inc. | | •Ameresco, Inc. | •Generac Holdings Inc. | •Sunnova Energy International Inc. | | •Array Technologies, Inc. | •IES Holdings, Inc. | •SunPower Corporation | | •Bloom Energy Corporation | •Itron, Inc. | •Sunrun Inc. | | •EnerSys | •Ormat Technologies, Inc. | | | •Enphase Energy, Inc. | •SolarEdge Technologies, Inc. | |

  30. Peer Group and Benchmarking

    Market data from the 2024 Peer Group, supplemented with general consideration of survey market data, was used by the Board, with respect to our President and Chief Executive Officer, and our Compensation and Human Resources Committee, with respect to our other NEOs, when determining and approving 2024 executive compensation in December 2023. This data was used to evaluate pay against the market median of reported total compensation for each of our NEO's job positions. Peer group data was supplemented with consideration of survey market data from 2023 executive compensation information published by reputable, national executive compensation firms that generally reflected industry companies of similar size (measured by annual revenues). And, for certain executive positions, the survey market data also considered revenue by business segment and/or geography responsibilities. While we do not establish or benchmark compensation levels solely based on a review of competitive market data, we believe market data is a meaningful input to our compensation policies and practices. When making decisions on total compensation for executives, the Board, with respect to the President and Chief Executive Officer, and the Compensation and Human Resources Committee, with respect to the other executives, 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.

  31. 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 certain annual financial and 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 | Restricted Stock Units (RSUs) – variable time-based equity compensation, with the primary purpose of retention and aligning executive interests with those of our stockholders. | | | 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 the Company and in alignment with our stockholders expectations. | | | 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 Company employees, with specific plans dependent on the geographic location of employees. | | (1) The Compensation and Human Resources Committee reviews all components annually; the long-term compensation mix is based on a variety of factors, such as cash impact, stockholder dilution, market conditions, share availability, and participant eligibility. | |

  32. Total Compensation Mix

    Total Compensation Mix Guided by the Company's Total Rewards Philosophy, when evaluating executive compensation for our executive officers, the Board, with respect to the President and the Chief Executive Officer, and the Compensation and Human Resources Committee, with respect to the other executive officers, assesses base salary, annual incentive, and long-term incentive compensation as compared to the market median for that specific compensation component. The Board, with respect to determination and evaluation of the President and Chief Executive Officer's compensation, and the Compensation and Human Resources Committee, with respect to determination and evaluation of the other executive officers' compensation, considers 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 our executive officers. The Board, with respect to the President and Chief Executive Officer, and the Compensation and Human Resources Committee, with respect to the other executive officers, reviews these compensation components at least annually for each executive officer to ensure alignment with the Company's Total Rewards Philosophy. The Board, with respect to decisions regarding the President and Chief Executive Officer, and the Compensation and Human Resources Committee, with respect to decisions regarding the other executive officers, 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 Board, with respect to the President and Chief Executive Officer, and Compensation and Human Resources Committee, with respect to the other executive officers, believe aligns with operational excellence and stockholder value creation, respectively. Though the Compensation and Human Resources Committee does not have pre-established relative weightings among the various compensation components, the Compensation and Human Resources Committee targets the market median of the Peer Group for each compensation component. The following graphs illustrate the pay mix based on total target compensation (annual base salary, target AIP, and target LTI) for each NEO, other than Mr. Sial. Each compensation component is described in further detail below. In fiscal year 2024, approximately 85% of our CEO’s total target compensation was variable and at risk, and for all the other eligible NEOs, as a group, approximately 68% of their average total target compensation was variable and at risk (in calculating this figure, we did not include either (i) the sign-on cash bonus nor (ii) the sign-on equity award for Mr. Pasha as described in the Summary Compensation Table and narrative disclosure below because they are one time payments or awards).

  33. 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 program and competitive market practices by Pay Governance, our Board, with respect to the President and Chief Executive Officer, and our Compensation and Human Resources Committee, with respect to the other NEOs, approved our AIP design for fiscal year 2024 in November 2023.

  34. 2024 Target AIP Opportunity

    2024 Target AIP Opportunity Each year, the Board, with respect to the President and 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. The target AIP opportunities, when combined with base salaries, are intended to provide market-competitive target total cash compensation opportunities for our NEOs. Each of our NEOs, other than Mr. Sial, was eligible for an award under the AIP for fiscal year 2024. The approved target AIP award opportunity for each of our eligible NEOs for fiscal year 2024 was as follows:

  35. 2024 Target AIP Opportunity

    | Named Executive Officer | 2024 Target Annual Incentive (% of Base Salary) | 2024 Target Annual Incentive ($) | | Julian Nebreda | 115% | 1,075,250 | | Ahmed Pasha | 75% | 297,582(1) | | Peter Williams | 60% | 270,000 | | Rebecca Boll | 60% | 252,000 | | John Zahurancik | 60% | 252,000 | | Manavendra Sial (2) | — | — | | (1) Mr. Pasha's 2024 target annual incentive amount reflects a pro-rated target amount from January 1, 2024, his hire date, through the fiscal year-end of September 30, 2024. (2) Mr. Sial was not eligible for a 2024 AIP award due to his voluntary termination effective December 31, 2023. | | |

  36. 2024 Annual Incentive Plan Components

    2024 Annual Incentive Plan Components In early fiscal year 2024, the Company and the Compensation and Human Resources Committee designed the 2024 AIP, which was intended to align employees' objectives and actions with the Company’s strategic goals. The Company and the Compensation and Human Resources Committee developed a 'Corporate Scorecard' that applied across the Company and 'Strategic KPIs' based upon Company-wide strategic objectives. The (i) Corporate Scorecard and (ii) Strategic KPIs comprising our 2024 AIP, which served as the performance targets, were determined based on the Company's fiscal year 2024 budget. The 2024 AIP design is comprised of of (i) the Corporate Scorecard consisting of financial results (60% weighting) and (ii) Strategic KPIs (40% weighting). The 2024 AIP design applied to all employees globally, including our NEOs, and components of the Corporate Scorecard were the same for every employee, including our NEOs. The Strategic KPIs were tailored by the Compensation and Human Resources Committee for members of our executive leadership team, including our NEOs. The following three Strategic KPIs applied to all members of the executive leadership team, including our NEOs: (i) free cash flow (5% weighting), (ii) safety (5% weighting), and (iii) talent index (5% weighting) (collectively, the "ELT Shared KPIs"). In addition, each NEO was assigned his or her own respective mix of individual Strategic KPIs, as set out in greater detail below (25% weighting). The fiscal year 2024 AIP award for each NEO was calculated as a percentage of a target award. Each Corporate Scorecard measure and each Strategic KPI 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. Financial performance results are interpolated on a straight-line basis from measurement point to measurement point (threshold to target and target to maximum). The Board, with respect to the President and Chief Executive Officer, and the Compensation and Human Resources Committee, with respect to the other NEOs, retained discretion to adjust the results of the Strategic KPIs, as well as the overall 2024 AIP performance results based on unforeseen circumstances, as warranted. The Board, with respect to the President and Chief Executive Officer, and the Compensation and Human Resources Committee, with respect to the other NEOs, with guidance from Pay Governance, defined the measures under the Corporate Scorecard component of the 2024 AIP as follows:

  37. 2024 Annual Incentive Plan Components

    | Performance Metric | Measure Weight | Rationale | Performance Metric Definition | | Revenue | 15% | Focuses executives on the growth of the Company. | Total Company revenue, as calculated in accordance with US GAAP and as set forth in the Company's audited consolidated financial statements in our 2024 Form 10-K. | | Adjusted EBITDA | 25% | Focuses executives on growing the Company profitably, inclusive of the cost associated with the goods and services. | Adjusted EBITDA is a non-GAAP financial metric and is calculated from the consolidated statements of operations of our financial statements using net income (loss) adjusted for (i) interest income, net, (ii) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, and (v) other non-recurring income or expenses. Please refer to page 66-67 in our 2024 Form 10-K for more details on how the Company defines and calculates Adjusted EBITDA as set forth in the Company's audited consolidated financial statements. | | Order Intake Margin EAC | 20% | 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, 2024. No adjustments were made to the reported as sold order intake margins for digital or service offerings for KPI calculation purposes. |

  38. 2024 Annual Incentive Plan Components

    The measures under the ELT Shared KPIs were determined by the Board, with respect to the President and Chief Executive Officer, and the Compensation and Human Resources Committee, with respect to the other NEOs, with guidance from Pay Governance and input from management. The measures for the ELT Shared KPIs are as follows:

  39. 2024 Annual Incentive Plan Components

    | Performance Metric | Measure Weight | Rationale | Performance Metric Definition | | Free Cash Flow | 5% | Focuses executives on properly managing cash-on-hand. | Free cash flow is a non-GAAP financial metric and is calculated from our consolidated statements of cash flows and is defined as net cash provided by (used in) operating activities, less purchase of property and equipment made in the period. Please refer to page 66-67 in our 2024 Form 10-K for more details on how the Company defines and calculates free cash flow as set forth in the Company's audited consolidated financial statements. | | Safety | 5% | Focuses executives on the safety of all individuals on the project sites, such as employees, contractors, customers, and regulators. | The safety metric is based on four measures: monthly safety walks, safety training, days-away-restricted-transferred (DART), and fatalities. Two of the measures serve as a performance "gate" which operate as a pass/fail and both "gates" must pass their respective target. The two performance "gates" are achieving (i) a target number of average monthly safety walks and (ii) completion of a target number of safety trainings, both of which are intended to focus employees on creating, maintaining, and promoting a safe work environment. If either "gate" measure fails, the payout is 0% for the safety measure. If both "gate" measures pass, we then measure DART performance and fatalities. The DART measure is intended to focus employees on ensuring a certain level of safety results, with 50% threshold payout at 1.5 DART score, 100% target payout at 1.0 DART score, and 200% maximum payout at 0.3 DART score. 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. | | Talent Index | 5% | Focuses executives on the attraction, retention, and development of our employees. | The talent index metric is composed of five separate measures: (i) reduction of voluntary turnover and retention of talent (35%), (ii) minimization of position vacancy time (17.5%), (iii) speed to fill open positions (17.5%), (iv) trainings completed by employees on diversity, equity, and inclusion topics (20%), and (v) promotion of employee development through self-developed plans (10%). |

  40. 2024 Annual Incentive Plan Components

    The individual Strategic KPIs for each NEO were selected from a list of twenty-three individual Strategic KPIs within five broad strategic objective categories (the "Strategic KPI Menu"). All employees, including the NEOs, had the same Strategic KPI Menu for the 2024 AIP in an effort to focus all personnel, including our NEOs, on the same projects, goals, and initiatives to drive our revenue and profitability for fiscal year 2024. When the Compensation and Human Resources Committee developed the 2024 AIP design at the start of fiscal year 2024, it believed that each individual Strategic KPI's goal was achievable, but only with significant effort from the Company and employees, including the NEOs. The Strategic KPI Menu and associated payout percentages are listed below.

  41. 2024 Annual Incentive Plan Components

    | Strategic Category | Individual Strategic KPI | 2024 Fiscal Year Payout % | | Profitable Growth | Revenue(1) | —% | | | Adjusted EBITDA(1) | 182% | | | Order Intake Margin EAC(1) | 119% | | | Free Cash Flow(2) | 200% | | | Increase Company Pipeline with Non-Affiliated Entities | 158% | | | Acceleration Plan (Speed) | 200% | | Products that Our Customers Need | Product Differentiator (Competitiveness) | 180% | | | Cost Out Index (Competitiveness) | 200% | | | New Product Introductions | 137% | | | Fluence Modules | 87% | | | Inverter Strategy | 200% | | | Availability / Reliability of Installed Base | 155% | | Converting our Supply Chain into a Competitive Advantage | US Domestic Product | 123% | | | Quality | 168% | | | On Time Delivery at customer sites | 107% | | Digital as Competitive Differentiation and Margin Driver | Integrated Offering / Fluence One | 200% | | | Annual Recurring Revenue(3) | 103% | | | Nispera Roadmap Execution | 150% | | Working Better | Safety(4) | 200% | | | Talent Index(5) | 125% | | | Standard Offer Guidance Upgrade | 200% | | | SAP Implementation | 125% | | | Intellectual Property | 200% | | (1) Revenue, Adjusted EBITDA, and Order Intake Margin EAC were each a component of the Corporate Scorecard and separately, a Strategic KPI. Targets and actual performance for each of these are set forth in the "Corporate Scorecard" table below. | | | | (2) Free Cash Flow was a component of both the ELT Shared KPIs and separately, a standalone Strategic KPI. Target and actual performance for this Strategic KPI is set forth in the "ELT Shared KPIs" table below. | | | | (3) Annual Recurring Revenue ("ARR") represents the net annualized contracted value including software subscriptions including initial trial, licensing, long term service agreements, and extended warranty agreements as of the reporting period. ARR excludes one-time fees, revenue share or other revenue that is non-recurring and variable. | | | | (4) Safety was a component of both the ELT Shared KPIs and separately, a standalone Strategic KPI. Target and actual performance for this Strategic KPI is set forth in the "ELT Shared KPIs" table below. | | | | (5) Talent Index was a component of both the ELT Shared KPIs and separately, a standalone Strategic KPI. Target and actual performance for this Strategic KPI is set forth in the "ELT Shared KPIs" table below. | | |

  42. 2024 AIP Performance Results

    2024 AIP Performance Results The Company had above-target financial and operating performance results for fiscal year 2024, in the aggregate, and as a result, payouts under the 2024 AIP were awarded above-target for our NEOs. Fiscal year 2024 AIP payout amounts were approved by the Board, with respect to the President and 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 2024 AIP award payouts or to adjust any Strategic KPI results for our NEOs. The tables below include the applicable targets as well as the final cumulative results under the 2024 AIP and the amounts payable under each NEO's respective 2024 AIP award, except for Mr. Sial who did not receive a 2024 AIP award.

  43. Corporate Scorecard

    | Measure | Weight | Target | 2024 Actual Performance | Payout % | | Revenue | 15% | $3.0 billion | $2.699 billion(2) | —% | | Adjusted EBITDA(1) | 25% | $65.0 million | $78.1 million | 182% | | Order Intake Margin EAC | 20% | $593.0 million | $604.0 million | 119% | | (1) Adjusted EBITDA is a non-GAAP financial metric and is calculated from the consolidated statements of operations of our financial statements using net income (loss) adjusted for (i) interest income, net, (ii) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, and (v) other non-recurring income or expenses. Please refer to page 66-67 in our 2024 Form 10-K for more details on how the Company defines and calculates Adjusted EBITDA as set forth in the Company's audited consolidated financial statements in our 2024 Form 10-K. | | | | | | (2) 2024 Revenue Actual Performance results are intentionally not rounded, as the threshold for payout for 2024 revenue was $2.7 billion. As the Company 2024 Actual Revenue Performance came in at $2.699 billion, it was below threshold of $2.7 billion and there was a 0% payout for revenue. | | | | |

  44. ELT Shared KPIs

    | Measure | Weight | Target | 2024 Actual Performance | Payout % | | Free Cash Flow(1) | 5% | $(158.0) million | $71.6 million | 200% | | Safety(2) | 5% | Safety Walks: 250 per Month; Completed Safety Training: 90%; DART: 1.0 Fatalities: 0 | Safety Walks: 349 per Month; Completed Training: 97%; DART: 0 Fatalities: 0 | 200% | | Talent Index(3) | 5% | Score of 3 (out of 5) | Score of 3.28 (out of 5) | 125% | | (1) Free cash flow is a non-GAAP financial metric and is calculated from our consolidated statements of cash flows and is defined as net cash provided by (used in) operating activities, less purchase of property and equipment made in the period. Please refer to page 66-67 in our 2024 Form 10-K for more details on how the Company defines and calculates free cash flow as set forth in the Company's audited consolidated financial statements. | | | | | | (2) See the description of the safety metric in the tables above. | | | | | | (3) See the description of the talent index in the tables above. These measures scored 3, 3, 3, 4, and 4, respectively, for a weighted score of 3.28. | | | | |

  45. Strategic KPI Menu

    | Name | Individual KPI | Weight | Target | 2024 Actual Performance | Payout % | | Julian Nebreda | Average of all 23 individual Strategic KPIs | 25% | 100% | Above Target | 153% | | Ahmed Pasha | Average of all 23 individual Strategic KPIs | 25% | 100% | Above Target | 153% |

  46. 2024 Cumulative AIP Award Results for NEOs

    2024 Cumulative AIP Award Results for NEOs

  47. 2024 Cumulative AIP Award Results for NEOs

    | Name | AIP Target ($) | Corporate Scorecard Performance [60% weighting] ($) | ELT Shared KPIs Performance [15% weighting] ($) | Individual Strategic KPI Performance [25% weighting] ($) | Total AIP Award for FY24 ($) | Award as % of Target | | Julian Nebreda | 1,075,250 | 744,245 | 282,253 | 411,256 | 1,437,754 | 134% | | Ahmed Pasha(1) | 297,582 | 205,974 | 78,115 | 113,818 | 397,907 | 134% | | Peter Williams | 270,000 | 186,883 | 70,875 | 108,445 | 366,203 | 136% | | Rebecca Boll | 252,000 | 174,424 | 66,150 | 107,185 | 347,759 | 138% | | John Zahurancik | 252,000 | 174,424 | 66,150 | 62,380 | 302,955 | 120% | | Manavendra Sial | — | — | — | — | — | — | | (1) 2024 AIP metrics for Mr. Pasha reflect pro-rated amounts from his hire date of January 1, 2024 through fiscal year-end September 30, 2024. | | | | | | |

  48. 2024 Cumulative AIP Award Results for NEOs

    The final, approved fiscal year 2024 AIP award payouts are also set forth below in the Summary Compensation Table in the “Non-Equity Incentive Plan Compensation” column.

  49. Long-Term Incentives

    Long-Term Incentives Our Board and Compensation and Human Resources Committee view LTI compensation as a key component of our total compensation program. We believe that equity awards align the interests of our NEOs with our stockholders, provide our NEOs with incentives linked to long-term performance, and foster an ownership culture. In addition, the long-term vesting features of our equity awards support management longevity because they create retentive hold during the applicable vesting period. Equity awards are granted under the 2021 Incentive Award Plan and are subject to our Company's Equity Award Grant Policy. For more information on this policy, see " - Other Relevant Compensation Elements, Policies, and Consideration - Equity Award Grant Policy" in this CD&A. Pursuant to the 2021 Incentive Award Plan, the Company may use a variety of types of long-term incentive awards, including RSUs, NQSOs, PSUs, restricted stock, performance-based cash, and time-based cash. The Board and Compensation and Human Resources Committee make 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.

  50. 2024 LTI Program - Equity Awards

    2024 LTI Program - Equity Awards On December 8, 2023, upon the recommendation of our Compensation and Human Resources Committee, the Board approved the Company’s first annual LTI program for our executives, including our NEOs, other than Mr. Sial. When determining the grant value for the President and Chief Executive Officer’s LTI award, the Compensation and Human Resources Committee recommended, and the Board approved, a value approximately at market median for fiscal year 2024, which was $4.25 million. Ms. Boll and Mr. Zahurancik’s 2024 LTI awards were equal to 120% of their respective annual base salaries for fiscal year 2024, which generally represented market median for LTI awards. Mr. Pasha's 2024 LTI award had a total grant date fair value of $1,950,000, and was comprised of two different components: (i) an annual LTI award of $1,200,000 and (ii) a sign-on LTI bonus of $750,000 to offset equity he was forfeiting at his prior employer. Mr. Pasha's 2024 LTI award was granted on January 1, 2024. Mr. Williams’ 2024 LTI award was 150% of his annual base salary, resulting in an LTI grant value of $702,000. The terms of Mr. Williams offer letter entitled him to receive an LTI award equal to 150% or more of his annual base salary for the first two years following his hire in July 2023. Mr. Sial did not receive an LTI award for fiscal year 2024 due to his termination effective December 31, 2023. The details of each of the awards are summarized in the table below.

  51. 2024 LTI Program - Equity Awards

    | Equity Vehicle | Grant Value Weight | Incentive Rationale | Award Description | | PSUs | 40% | Financial and operational excellence | Subject to the achievement of two financial performance metrics (see PSU table below for details) and cliff-vest in full on September 30, 2026, subject to the NEO's continued employment through the applicable vesting date. Settled in shares of Company Class A common stock. | | NQSOs | 20% | Increasing the stock price for the shareholders | Vest one-third annually on the anniversary of the grant date, subject to the NEO's continued employment through the applicable vesting date, and subject to a strike price of $21.93 for NEOs, besides Mr. Pasha, and a strike price of $23.85 for Mr. Pasha. Expires 10 years from grant date. | | RSUs | 40% | Retention | Vest one-third annually on first three anniversaries of the grant date, subject to the NEO's continued employment through the applicable vesting date. Settled in shares of Company Class A common stock. |

  52. 2024 LTI Program - Equity Awards

    Accordingly, the Board approved long-term incentive awards for fiscal year 2024 to our NEOs as follows:

  53. 2024 LTI Program - Equity Awards

    | Named Executive Officer | RSUs(1) | PSUs (at target)(2) | NQSOs(3) | | Julian Nebreda | 78,432 | 78,432 | 63,657 | | Ahmed Pasha(4) | 32,705 | 32,705 | 26,676 | | Peter Williams | 12,312 | 12,312 | 9,993 | | Rebecca Boll | 9,193 | 9,193 | 7,462 | | John Zahurancik | 9,193 | 9,193 | 7,462 | | Manavendra Sial | — | — | — | | (1) For fiscal year 2024, the number of RSUs awarded was determined by dividing the grant date fair value of the award by the closing stock price of our Class A common stock on the date of grant. Except for Mr. Pasha, the date of grant for the 2024 LTI awards for the other eligible NEOs was December 8, 2023. | | | | | (2) For fiscal year 2024, the number of PSUs (at target level of performance) awarded was determined by dividing the grant date fair value of the award by the closing stock price of our Class A common stock on the date of grant. Except for Mr. Pasha, the date of grant for the 2024 LTI awards for the other eligible NEOs was December 8, 2023. | | | | | (3) For fiscal year 2024, the number of stock options awarded was determined by dividing the Black-Scholes value of the award by our closing stock price of Class A common stock on the date of grant. | | | | | (4) Mr. Pasha's 2024 LTI award is made up of two different components: (i) an annual LTI award of $1,200,000 and (ii) sign-on LTI award of $750,000. Mr. Pasha's 2024 LTI award was granted on January 1, 2024. | | | |

  54. 2024 LTI Program - Performance Stock Units

    2024 LTI Program - Performance Stock Units The PSUs for the 2024-2026 performance cycle (the "2024-2026 PSUs") are earned based on (i) the achievement of two financial performance metrics: cumulative Adjusted EBITDA and cumulative Revenue (as described in further detail below), over a two-year performance period beginning October 1, 2023 and ending September 30, 2025, and (ii) service-based vesting based on continued employment from the date of grant through September 30, 2026. Our Compensation and Human Resources Committee believes that awarding a relatively large portion of our NEOs' compensation in the form of PSUs directly aligns their interests with the Company's financial performance over the vesting period as PSUs require achievement of specified financial performance goals and the ultimate value of PSUs is directly impacted by the stock price of our Class A common stock. The Company established a two-year strategic plan and corresponding budget at the start of fiscal year 2024 and the Compensation and Human Resources Committee therefore chose to approve a two-year cumulative PSU performance cycle for the 2024-2026 PSUs to align with the Company's two-year strategic plan. The Compensation and Human Resources Committee then added a service-based vesting component to extend vesting of the 2024-2026 PSUs through September 30, 2026. The Board and the Compensation and Human Resources Committee retain discretion to adjust the PSU financial performance results based on unforeseen circumstances, as warranted. Each financial performance measure in the 2024-2026 PSUs is summarized in the table below:

  55. 2024 LTI Program - Performance Stock Units

    | PSU Measure | Weight | Rationale for Measure | Definition | Payout Range | | | | | | | | Threshold(1) | Target | Maximum | | Adjusted EBITDA | 65% | Rewards success of Company's profitable growth over the two-year measurement period. | A non-GAAP financial metric calculated using net income (loss), adjusted to include (i) net interest income, (ii) income tax expenses, (iii) depreciation and amortization, (iv) stock-based compensation expense, and (v) other non-recurring expenses, as set forth in the Company's audited consolidated financial statements cumulative for fiscal years 2024 and 2025. | 50% Payout | 100% Payout | 200% Payout | | Revenue | 35% | Focuses executives on sustained growth for the Company | Total cumulative Company revenue over fiscal years 2024 and 2025, calculated in accordance with US GAAP. | 50% Payout | 100% Payout | 200% Payout | | (1) Performance below threshold results in 0% payout for that PSU financial performance measure. | | | | | | |

  56. Termination and Change-in-Control Benefits

    Termination and Change-in-Control Benefits

  57. Executive Severance Plan

    Executive Severance Plan The Company maintains the Executive Severance Plan ("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. 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 restrictive covenants, the ESP provides the following payments and benefits:

  58. 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 | | |

  59. 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 | | |

  60. 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, provided, however, that such reduction shall be made only 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” is defined as (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 (a "Relevant Agreement") in which the term “cause” is 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 voluntarily resigned (other than due to a "good reason termination").

  61. Fiscal Year 2024 LTI Awards

    Fiscal Year 2024 LTI Awards Beginning with the 2024 LTI awards granted on December 8, 2023, employees whose combined age and years of service with the Company is (i) age 65 or older, (ii) age 60 or older with five completed years of service with the Company, or (iii) age 55 or older with ten completed years of service with the Company, are "retirement-eligible". Following termination of service (other than for cause or due to death or disability) for a retirement-eligible executive, (i) a pro rata portion of unvested RSUs granted as part of the 2024 LTI awards will become vested as of date of termination, (ii) a pro-rata portion of unvested and unexercisable NQSOs granted as part of the 2024 LTI awards shall become vested and exercisable as of the date of termination, and (iii) (x) if termination occurs prior to the end of the performance-period for any PSUs granted as part of the 2024 LTI awards, then the service-based requirement with respect to unvested PSUs is deemed satisfied and the performance-based requirement will remain eligible to be satisfied with respect to a pro-rated portion of PSUs upon completion of the performance period based on actual achievement of the performance metrics and (y) if termination occurs on or after the end of the performance period, then the service-based requirement shall be deemed satisfied and the performance-based requirement will remain eligible to be satisfied with respect to a prorated portion of the PSUs upon completion of the performance period based on actual achievement of the performance metrics. Fluence maintains a Rehire Eligible and Service Recognition Policy which provides that incoming employees to Fluence who previously were employed by AES or Siemens or one of their affiliated entities shall be considered eligible for service recognition for their time with these prior employers, subject to certain conditions. For Messrs. Nebreda, Pasha, and Zahurancik, the Company recognizes prior service with AES in calculating retirement eligibility for the 2024 LTI awards. Based on age and length of service with AES and the Company, Messrs. Nebreda and Pasha are the only NEOs that qualified as "retirement-eligible" under the 2024 LTI awards. Pursuant to the terms of the award agreements of the 2024 LTI awards, upon termination due to death and disability, the NEOs will receive full accelerated vesting of any unvested 2024 LTI award. In particular, for any unvested PSUs, upon termination due to death or disability, (x) if termination occurs prior to the end of the performance-period for any PSUs, then the PSUs will fully accelerate and vest in full assuming achievement of target performance and (y) if termination occurs on or after the end of the performance period, then the PSUs will fully accelerate and vest in full based on actual performance.

  62. Annual Incentive Plan

    Annual Incentive Plan The AIP provides that upon termination of employment due to death or disability prior to the end of a plan year, an AIP award shall be considered earned based on target performance, prorated based on the number of days employed during the plan year. In the case the termination as a result of death or disability occurs after the plan year end but before the payment date, an AIP award shall be considered earned based upon actual attainment of the business scorecard results and individual performance objectives, as applicable. Additionally, upon termination of employment due to retirement, provided that such termination occurs on or following the first business day of the third quarter of a plan year, the AIP award shall be considered earned based on actual attainment of the business scorecard results and individual performance goals, as applicable, prorated based on the number of days employed during the applicable plan year. In the event that termination due to retirement occurs after the plan year end but before the payment of the AIP award, AIP award shall be considered earned based on actual attainment of the business scorecard results and individual performance goals. "Retirement eligibility" for purposes of the AIP is the same as set forth above for the 2024 LTI awards. Therefore, based on age and length of service with AES and the Company, Messrs. Nebreda and Pasha are the only NEOs that qualified as "retirement-eligible" for purposes of the 2024 AIP.

  63. 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, a Rule 16b-3 subcommittee of the Compensation and Human Resources Committee, or the full Board, provided that the Board approves all equity awards granted to our President and Chief Executive Officer. This policy contemplates certain 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 or directors of the Company, including our NEOs.

  64. Other Practices Related to the Timing of Grant of Certain Equity Awards

    Other Practices Related to the Timing of Grant of Certain Equity Awards Our Board and Compensation and Human Resources Committee maintains certain practices regarding the timing of equity grants for officers and employees as set forth in "Corporate Governance — Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information."

  65. “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 " - Termination and Change-in-Control Benefits" above.

  66. 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, 2022, September 30, 2023, and September 30, 2024.

  67. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) (1) | Bonus ($) (2) | Stock Awards ($) (3) | Option Awards ($) (4) | Non-Equity Incentive Plan Compensation ($) (5) | All Other Compensation ($) (6) | Total ($) | | Julian Nebreda | 2024 | 851,250 | — | 3,440,028 | 860,006 | 1,437,754 | 18,750 | 6,607,788 | | President and Chief Executive Officer | 2023 | 600,000 | 50,000 | — | — | 1,110,522 | 14,250 | 1,774,772 | | | 2022 | 50,000 | — | 2,500,004 | — | — | — | 2,550,004 | | Ahmed Pasha | 2024 | 397,500 | 521,452 | 1,560,028 | 390,003 | 397,907 | 16,500 | 3,283,390 | | Senior Vice President and Chief Financial Officer | | | | | | | | | | Peter Williams | 2024 | 450,000 | — | 540,004 | 135,005 | 366,203 | 22,125 | 1,513,338 | | Senior Vice President and Chief Supply Chain and Manufacturing Officer | 2023 | 94,039 | — | 750,019 | — | — | 4,702 | 848,760 | | Rebecca Boll | 2024 | 402,500 | — | 403,204 | 100,812 | 347,759 | 19,125 | 1,273,400 | | Senior Vice President and Chief Product Officer | 2023 | 343,750 | 144,937 | — | — | 292,410 | 14,250 | 795,347 | | | 2022 | 325,000 | 144,937 | — | — | 118,463 | 14,250 | 602,650 | | John Zahurancik | 2024 | 408,750 | — | 403,204 | 100,812 | 302,955 | 18,188 | 1,233,908 | | Senior Vice President and President, Americas | | | | | | | | | | Manavendra Sial | 2024 | 125,000 | — | — | — | — | 1,667 | 126,667 | | Former Senior Vice President and Chief Financial Officer | 2023 | 500,000 | 215,328 | — | — | 694,076 | 14,250 | 1,423,654 | | | 2022 | 23,077 | — | 2,600,008 | — | — | — | 2,623,085 | | (1) Mr. Sial ceased serving as our Senior Vice President and Chief Financial Officer on December 31, 2023 and Mr. Pasha commenced service with the Company as Senior Vice President and Chief Financial Officer on January 1, 2024. | | | | | | | | | | (2) For Mr. Pasha, the amount represents two sign-on bonuses, one in the amount of $250,000 paid in February 2024 and one in the amount of $271,452 paid in March 2024, both as provided in his offer letter. Pursuant to Mr. Williams' offer letter, Mr. Williams received a sign-on bonus of $500,000, which was paid in two installments: (i) $250,000 within 30 days of his hire date of July 17, 2023 and (ii) $250,000 on or about July 17, 2024. If Mr. Williams voluntarily leaves the Company as an employee prior to the two-year anniversary date of each payment or is terminated by the Company due to cause (as defined in the ESP), Mr. Williams will be required to pay each respective part of this sign-on cash bonus back to the Company. | | | | | | | | | | (3) The amount in this column reflects the aggregate grant date fair value of RSUs and PSUs 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 in the 2024 10-K. These awards are described in more detail in the footnotes to the Grants of Plan-Based Awards and the Outstanding Equity Awards at 2024 Fiscal Year-End tables below. The value of the PSUs included in the amounts shown reflects the grant date fair value of the PSUs at target payout levels based on the probable outcome of the performance conditions determined as of the grant date. The maximum value of the PSU awards is 200% of the target award. The maximum potential for the PSUs granted in fiscal year 2024 for Messrs. Nebreda, Pasha, Williams and Zahurancik, and Ms. Boll is $3,440,028, $1,560,028, $540,004, $403,204, and $403,204, respectively. | | | | | | | | | | (4) The amounts in this column reflect the grant date fair value for the fiscal year ended September 30, 2024 that is attributable to NQSO grants as determined in accordance with FASB ASC 718. Assumptions used in the calculation of these amounts are included in Note 17 to our audited consolidated financial statements included in the 2024 Form 10-K. | | | | | | | | | | (5) The amounts in this column represent annual incentive cash awards earned under our AIP. For fiscal year 2024, Messrs. Nebreda, Pasha, Williams and Zahurancik and Ms. Boll were eligible for an award under our AIP, and received a payment equal to 134%, 134%, 136%, 120%, and 138% of their target 2024 AIP award, respectively. Mr. Pasha's payout was pro-rated from his hire date on January 1, 2024 through fiscal year end. For more information, see “Compensation Discussion and Analysis – Elements of Compensation - Annual Incentive Plan" above. | | | | | | | | | | (6) The amounts shown reflect employer matching contributions under the Company’s 401(k) plan with respect to fiscal year 2024. | | | | | | | | |

  68. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows information regarding the incentive awards granted to our NEOs in fiscal year 2024.

  69. Grants of Plan-Based Awards

    | Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards; Number of Shares of Stock or Units (#) (3) | All Other Option Awards; Number of Securities Underlying Options (#) (4) | Exercise or Base Price of Option Awards ($/Share) (4) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Julian Nebreda | | | | | | | | | | | | | | | | | 537,625 | 1,075,250 | 2,150,500 | | | | | | | | | | 12/8/2023 | 12/8/2023 | | | | 39,216 | 78,432 | 156,864 | | | | 1,720,014 | | | 12/8/2023 | 12/8/2023 | | | | | | | 78,432 | | | 1,720,014 | | | 12/8/2023 | 12/8/2023 | | | | | | | | 63,657 | 21.93 | 860,006 | | Ahmed Pasha | | | | | | | | | | | | | | | | | 148,791 | 297,582 | 595,164 | | | | | | | | | | 1/1/2024 | 12/8/2023 | | | | 16,353 | 32,705 | 65,410 | | | | 780,014 | | | 1/1/2024 | 12/8/2023 | | | | | | | 32,705 | | | 780,014 | | | 1/1/2024 | 12/8/2023 | | | | | | | | 26,676 | 23.85 | 390,003 | | Peter Williams | | | | | | | | | | | | | | | | | 135,000 | 270,000 | 540,000 | | | | | | | | | | 12/8/2023 | 12/8/2023 | | | | 6,156 | 12,312 | 24,624 | | | | 270,002 | | | 12/8/2023 | 12/8/2023 | | | | | | | 12,312 | | | 270,002 | | | 12/8/2023 | 12/8/2023 | | | | | | | | 9,993 | 21.93 | 135,005 | | Rebecca Boll | | | | | | | | | | | | | | | | | 126,000 | 252,000 | 504,000 | | | | | | | | | | 12/8/2023 | 12/8/2023 | | | | 4,597 | 9,193 | 18,386 | | | | 201,602 | | | 12/8/2023 | 12/8/2023 | | | | | | | 9,193 | | | 201,602 | | | 12/8/2023 | 12/8/2023 | | | | | | | | 7,462 | 21.93 | 100,812 | | John Zahurancik | | | | | | | | | | | | | | | | | 126,000 | 252,000 | 504,000 | | | | | | | | | | 12/8/2023 | 12/8/2023 | | | | 4,597 | 9,193 | 18,386 | | | | 201,602 | | | 12/8/2023 | 12/8/2023 | | | | | | | 9,193 | | | 201,602 | | | 12/8/2023 | 12/8/2023 | | | | | | | | 7,462 | 21.93 | 100,812 | | Manavendra Sial (6) | | | | | | | | | | | | | | (1) The amounts shown represent the potential payment with respect to the AIP awards for our NEOs for fiscal year 2024 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 2024 base salary in effect on September 30, 2024; provided, that for Mr. Pasha, the threshold, target, and maximum amounts are pro-rated from his hire date on January 1, 2024 through September 30, 2024. Actual amounts earned for fiscal year 2024 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) The amounts shown represent the threshold, target, and maximum number of PSUs granted to NEOs in fiscal year 2024 that may be earned based on the achievement of performance measures established at the commencement of the performance measurement period. These PSUs vest in full on September 30, 2026, subject to the holder's continued employment with the Company. For more information relating to these PSUs, see “Compensation Discussion and Analysis – Elements of Executive Compensation - Long-Term Incentives” and the Outstanding Equity Awards at 2024 Fiscal Year-End table below. | | | | | | | | | | | | | | (3) This amount represents the number of RSUs granted to NEOs in fiscal year 2024. 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 2024 Fiscal Year-End table below. | | | | | | | | | | | | | | (4) The amount shown represent the number of NQSOs granted to the NEOs in fiscal year 2024 and the exercise price per share, which was the closing stock price of the Company's Class A common stock on each NEO's respective grant date. These NQSOs 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 NQSOs, see “Compensation Discussion and Analysis – Elements of Executive Compensation - Long-Term Incentives” and the Outstanding Equity Awards at 2024 Fiscal Year-End table below. | | | | | | | | | | | | | | (5) Reflects the grant date fair value for each of the RSUs, PSUs, and NQSOs computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the fair value for each of the RSUs, PSUs and NQSOs are set forth in Note 17 to the audited consolidated financial statements included in the 2024 Form 10-K. | | | | | | | | | | | | | | (6) In connection with Mr. Sial's departure from the Company effective December 31, 2023, he was no longer eligible to receive an AIP award for fiscal year 2024. | | | | | | | | | | | | |

  70. 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

  71. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth certain information with respect to all equity awards held by each of our NEOs as of September 30, 2024.

  72. Outstanding Equity Awards at 2024 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) ($) | Option Expiration Date | Number of Shares or Units of Stock that have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Units that have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Units that Have Not Vested(2) ($) | | Julian Nebreda | — | 63,657(3) | 21.93 | 12/8/2033 | — | — | — | — | | | — | — | — | — | 78,432(5) | 1,781,191 | — | — | | | — | — | — | — | 46,219(6) | 1,049,633 | — | — | | | — | — | — | — | — | — | 78,432(7) | 1,781,191 | | Ahmed Pasha | — | 26,676(4) | 23.85 | 1/1/2034 | — | — | — | — | | | — | — | — | — | 32,705(8) | 742,731 | — | — | | | — | — | — | — | — | — | 32,705(7) | 742,731 | | Peter Williams | — | 9,993(3) | 21.93 | 12/8/2033 | — | — | — | — | | | — | — | — | — | 12,312(5) | 279,606 | — | — | | | — | — | — | — | 17,176(9) | 390,067 | — | — | | | — | — | — | — | — | — | 12,312(7) | 279,606 | | Rebecca Boll | — | 7,462(3) | 21.93 | 12/8/2033 | — | — | — | — | | | 313,029 | — | 2.45 | 4/2/2031 | — | — | — | — | | | — | — | — | — | 9,193(5) | 208,773 | — | — | | | — | — | — | — | — | — | 9,193(7) | 208,773 | | John Zahurancik | — | 7,462(3) | 21.93 | 12/8/2033 | — | — | — | — | | | 380,674 | — | 2.45 | 4/2/2031 | — | — | — | — | | | — | — | — | — | 9,193(5) | 208,773 | — | — | | | — | — | — | — | — | — | 9,1937) | 208,773 | | Manavendra Sial (10) | — | — | — | — | — | — | — | — | | (1) The exercise price set forth herein represents the per share Class A common stock exercise price of such stock options. | | | | | | | | | | (2) Represents the fair market value per share of the Company's Class A common stock of $22.71, as of September 30, 2024. | | | | | | | | | | (3) As of September 30, 2024, these stock options were scheduled to vest in three remaining equal installments on each of December 8, 2024, December 8, 2025, and December 8, 2026, subject to continued employment by the respective NEO through such vesting dates. | | | | | | | | | | (4) As of September 30, 2024, these stock options were scheduled to vest in three remaining equal installments on each of January 1, 2025, January 1, 2026, and January 1, 2027, subject to continued employment by Mr. Pasha through such vesting dates. | | | | | | | | | | (5) As of September 30, 2024, these RSUs were scheduled to vest in three remaining equal installments on each of December 8, 2024, December 8, 2025, and December 8, 2026, subject to continued employment by the respective NEO through such vesting dates. | | | | | | | | | | (6) As of September 30, 2024, these RSUs were scheduled to vest on September 1, 2025, subject to continued employment through such vesting date. | | | | | | | | | | (7) As of September 30, 2024, amounts shown represent unearned and unvested PSUs for the 2024-2026 PSU performance cycle at target level of performance that are scheduled to vest on September 30, 2026, subject to continued employment of the respective NEO through such vesting date. | | | | | | | | | | (8) As of September 30, 2024, these RSUs were scheduled to vest in three remaining equal installments on each of January 1, 2025, January 1, 2026, and January 1, 2027, subject to continued employment by Mr. Pasha through such vesting dates. | | | | | | | | | | (9) As of September 30, 2024, these RSUs were scheduled to vest in two remaining equal installments on each of July 17, 2025 and July 17, 2026, subject to continued employment through such vesting dates. | | | | | | | | | | (10) Upon Mr. Sial's departure from the Company effective December 31, 2023, all unvested awards were forfeited. | | | | | | | | |

  73. 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 stock awards during the fiscal year ended September 30, 2024.

  74. 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 | — | — | 46,219 | 849,043 | | Ahmed Pasha | — | — | — | — | | Peter Williams | — | — | 8,589 | 146,099 | | Rebecca Boll | — | — | 40,932 | 689,704 | | John Zahurancik | 25,000 | 503,750 | 45,863 | 772,792 | | Manavendra Sial | — | — | — | — | | (1) Represents an amount equal to (i) the number of shares of our Class A common stock underling the stock option which was exercised, multiplied by (ii) the difference between (x) the closing price per share of our Class A common stock on the trading date prior to the date of exercise (in accordance with the 2020 Unit Option Plan) and the exercise price of the stock options. | | | | | | (2) Amounts in this column for Messrs. Nebreda and Williams were calculated using the closing price per share of the Company’s Class A common stock on the respective date of vesting; provided, that if the date of vesting was not a trading day, the last trading day before the date of vesting was used for this calculation. Amounts in this column for Ms. Boll and Mr. Zahurancik were calculated using the closing price of the Company’s Class A common stock on the trading date one day prior to the vesting date in accordance with the Phantom Equity Plan and related award agreements. | | | | |

  75. 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, 2024, each NEO (other than Mr. Sial) would have been entitled to receive certain payments in accordance with the terms of the ESP, the 2024 LTI award agreements, and the AIP plan document. The information below describes and quantifies certain compensation that would become payable if each NEO's employment had terminated on September 30, 2024. Such payments are based on the executive’s compensation as of such date and, if applicable, based on the closing price of our Class A common stock of $22.71 on September 30, 2024, the last trading day of fiscal year 2024. Mr. Sial received no severance payments and benefits in connection with his voluntary termination of employment on December 31, 2023. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different than the estimates presented in the table. Factors that could affect these amounts include the timing of any such event and our stock price at such time. The table below show the payments and benefits that each NEO (other than Mr. Sial) 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, (5) disability, or (6) retirement.

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

    | Name | Change in Control Without Termination ($)(9) | Qualifying Termination Outside of CIC Period ($) | Qualifying Termination During CIC Period ($) | Death ($) | Disability ($) | Retirement ($) | | Julian Nebreda | | | | | | | | Cash Severance (1) | — | 1,402,500 | 4,020,500 | — | — | — | | AIP Bonus Payment (2) | — | 1,075,250 | 1,075,250 | 1,075,250 | 1,075,250 | 1,437,754 | | Outplacement Services | — | 50,000 | 50,000 | — | — | — | | Benefits Continuation (3) | — | 32,524 | 32,524 | — | — | — | | Unvested Equity | | | | | | | | RSUs (Accelerated) (4) | — | 728,809 | 2,830,824 | 2,830,824 | 2,830,824 | 886,916 | | PSUs (Accelerated) (5) | — | — | 1,781,191 | 1,781,191 | 1,781,191 | 516,857 | | NQSOs (Accelerated) (6) | — | — | 49,652 | 49,652 | 49,652 | 24,724 | | Total (7) | — | 3,289,083 | 9,839,941 | 5,736,917 | 5,736,917 | 2,866,251 | | Ahmed Pasha | | | | | | | | Cash Severance (1) | — | 530,000 | 1,391,250 | — | — | — | | AIP Bonus Payment (2) | — | 297,582 | 297,582 | 297,582 | 297,582 | 397,907 | | Outplacement Services | — | 25,000 | 25,000 | — | — | — | | Benefits Continuation (3) | — | 21,683 | 32,524 | — | — | — |

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

    | Unvested Equity | | | | | | | | RSUs (Accelerated) (4) | — | — | 742,731 | 742,731 | 742,731 | 340,082 | | PSUs (Accelerated) (5) | — | — | 742,731 | 742,731 | 742,731 | 202,914 | | NQSOs (Accelerated) (6) | — | — | — | — | — | — | | Total (7) | — | 874,265 | 3,231,818 | 1,783,044 | 1,783,044 | 940,903 | | Peter Williams | | | | | | | | Cash Severance (1) | — | 450,000 | 1,080,000 | — | — | — | | AIP Bonus Payment (2) | — | 270,000 | 270,000 | 270,000 | 270,000 | — | | Outplacement Services | — | 25,000 | 25,000 | — | — | — | | Benefits Continuation (3) | — | 21,683 | 32,524 | — | — | — | | Unvested Equity | | | | | | | | RSUs (Accelerated) (4) | — | 196,600 | 669,673 | 669,673 | 669,673 | — | | PSUs (Accelerated) (5) | — | — | 279,606 | 279,606 | 279,606 | — | | NQSOs (Accelerated) (6) | — | — | 7,795 | 7,795 | 7,795 | — | | Total (7) | — | 963,283 | 2,364,598 | 1,227,074 | 1,227,074 | — | | Rebecca Boll(8) | | | | | | | | Cash Severance (1) | — | 420,000 | 1,008,000 | — | — | — | | AIP Bonus Payment (2) | — | 252,000 | 252,000 | 252,000 | 252,000 | — | | Outplacement Services | — | 25,000 | 25,000 | — | — | — | | Benefits Continuation (3) | — | 14,732 | 22,098 | — | — | — | | Unvested Equity | | | | | | | | RSUs (Accelerated) (4) | — | — | 208,773 | 208,773 | 208,773 | — | | PSUs (Accelerated) (5) | — | — | 208,773 | 208,773 | 208,773 | — | | NQSOs (Accelerated) (6) | — | — | 5,820 | 5,820 | 5,820 | — | | Total (7) | — | 711,732 | 1,730,464 | 675,366 | 675,366 | — | | John Zahurancik | | | | | | | | Cash Severance (1) | — | 420,000 | 1,008,000 | — | — | — | | AIP Bonus Payment (2) | — | 252,000 | 252,000 | 252,000 | 252,000 | — | | Outplacement Services | — | 25,000 | 25,000 | — | — | — | | Benefits Continuation (3) | — | 17,430 | 26,146 | — | — | — | | Unvested Equity | | | | | | | | RSUs (Accelerated) (4) | — | — | 208,773 | 208,773 | 208,773 | — | | PSUs (Accelerated) (5) | — | — | 208,773 | 208,773 | 208,773 | — | | NQSO (Accelerated) (6) | — | — | 5,820 | 5,820 | 5,820 | — | | Total (7) | — | 714,430 | 1,734,512 | 675,366 | 675,366 | — | | (1) Pursuant to the terms of the ESP, 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 President and Chief Executive Officer, and the 12-month anniversary, in the case of each other NEO (other than Mr. Sial). 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, in the case of our President and Chief Executive Officer, and 150% of the sum of base salary and target annual cash bonus, in the case of other NEOs (other than Mr. Sial). | | | | | | | | (2) In the event of a Qualifying Termination, 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 NEO's target annual cash bonus for that year. As detailed above under "Elements of Executive Compensation-Termination and Change-in-Control Benefits", Messrs. Nebreda and Pasha are "retirement-eligible" under the terms of the AIP document and upon termination by retirement, will be eligible to receive their respective actual fiscal year 2024 AIP award. Upon termination due to death or disability, all NEOs will be eligible to receive their respective target fiscal year 2024 AIP award; for fiscal year 2024, Mr. Pasha's AIP award reflects pro-rata amounts at target upon termination due to death or disability. | | | | | | | | (3) Value represents the employer's portion of medical and dental benefits in the event of a Qualifying Termination outside of the CIC Period, until the 18-month anniversary, in the case of our President and Chief Executive Officer, and the 12-month anniversary, in the case of each other NEO (other than Mr. Sial), and in the event of a Qualifying Termination during the CIC Period, until the 18-month anniversary, for each of our NEOs (other than Mr. Sial) as set forth in the ESP. | | | | | | | | (4) Pursuant to the terms of the ESP and the applicable award agreement, in the event of a Qualifying Termination during a CIC Period, if the unvested RSUs are replaced with an award of the same or greater value and with the same or not less than favorable terms and conditions, the RSUs are subject to double trigger vesting. If the RSUs are not replaced, all unvested RSUs will become fully vested. This table assumes all outstanding RSUs are replaced following a change in control of the Company. Upon a Qualifying Termination outside of a CIC Period, a prorated number of unvested RSUs that are granted at least one year prior to the termination date would become vested. Additionally, upon death or disability, all RSUs part of any NEOs' 2024 LTI award will become fully vested pursuant to the terms of the NEOs' applicable RSU award agreement. As detailed above under "Elements of Executive Compensation-Termination and Change-in-Control Benefits", Messrs. Nebreda and Pasha are "retirement-eligible" under the terms of the award agreements governing the 2024 LTI awards and therefore upon retirement, each would be eligible for a pro rata portion of any outstanding unvested RSUs pursuant to their respective 2024 LTI award. All amounts set forth herein are calculated using the closing stock price of $22.71 per share of the Company Class A common stock on September 30, 2024. | | | | | | |

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

    | (5) Pursuant to the terms of the ESP and the applicable award agreement, in the event of a Qualifying Termination during a CIC Period, if the unvested PSUs are replaced with an award of the same or greater value and with the same or not less than favorable terms and conditions, the PSUs are subject to double trigger vesting. If the PSUs are not replaced, all unvested PSUs will become fully vested, assuming target performance. This table assumes all outstanding PSUs are replaced following a change in control of the Company. Upon a Qualifying Termination outside of a CIC Period, a prorated number of unvested PSUs that are granted at least one year prior to the termination date would become vested, assuming target performance. Additionally, upon death or disability, all PSUs part of any NEOs' 2024 LTI award will become fully vested pursuant to the terms of the NEOs' applicable PSU award agreement, assuming target performance since performance period has not ended. As detailed above under "Elements of Executive Compensation-Termination and Change-in-Control Benefits", Messrs. Nebreda and Pasha are "retirement-eligible" under the terms of the award agreements governing the 2024 LTI awards and therefore upon retirement, each would eligible for a pro rata portion of any outstanding unvested PSUs pursuant to their respective 2024 LTI award; amounts set forth herein assume target performance. All amounts set forth herein are calculated using the closing stock price of $22.71 per share of the Company Class A common stock on September 30, 2024. | | (6) Pursuant to the terms of the ESP and the applicable award agreement, in the event of a Qualifying Termination during a CIC Period, if the unvested and unexercisable NQSOs are replaced with an award of the same or greater value and with the same or not less than favorable terms and conditions, the NQSUs are subject to double trigger vesting. If the NQSUs are not replaced, all unvested and unexercisable NQSOs will become fully vested. This table assumes all outstanding NQSOs are replaced following a change in control of the Company. Upon a Qualifying Termination outside of a CIC Period, a prorated number of unvested and unexercisable NQSOs that are granted at least one year prior to the termination date would become vested. Additionally, upon death or disability, all NQSOs part of any NEOs' 2024 LTI award will become fully vested pursuant to the terms of the NEOs' applicable NQSO award agreement. As detailed above under "Elements of Executive Compensation-Termination and Change-in-Control Benefits", Messrs. Nebreda and Pasha are "retirement-eligible" under the terms of the award agreements governing the 2024 LTI awards and therefore upon retirement, each would be eligible for a pro rata portion of any outstanding unvested NQSOs pursuant to their respective 2024 LTI award. | | (7) 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. | | (8) Ms. Boll's departure from the Company on January 31, 2025 will be a voluntary termination by Ms. Boll and therefore under the terms of the ESP, Ms. Boll will receive no severance payments upon termination from the Company and her outstanding unvested equity awards will be forfeited. | | (9) 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. The above table assumes all outstanding LTI awards are replaced following a change in control of the Company. |

  79. CEO Pay Ratio

    CEO Pay Ratio In accordance with the rules adopted by the SEC, we are required to disclose the ratio of the median of the annual total compensation of all our employees, other than our CEO, to the annual total compensation of our CEO, which we refer to as the “Pay Ratio.” The Pay Ratio is intended to be a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The table below reflects the Pay Ratio for fiscal year 2024: CEO Annual Total Compensation: $6,607,788 Median Employee Total Annual Compensation: $138,416 Pay Ratio of CEO to Median Employee Compensation: 48:1 When we identified our median employee in 2024, we undertook the following steps to estimate the median annual compensation of each of our employees and identify a median employee: First, we determined our employee population as of July 1, 2024. On this date, without taking into account any adjustments, our employee population consisted of 1,546 employees, of which 689 were U.S. employees and 857 were non-U.S. employees. All employees were full-time employees. From this number, we excluded employees based upon the 5 percent De Minimis Exception approved by the SEC. We excluded a total of 0.97% employees, comprising all of the employees from the following countries: Chile (9 employees), Italy (5 employees), and Indonesia (1 employee), totaling 15 employees excluded. The excluded employees represent less than 5 percent of our total employee population. This resulted in 1,531 employees from 11 countries considered for purposes of determining our median employee. Second, for this employee population, we selected their fiscal year 2024 base salary as our consistently-applied compensation measure. We converted all foreign currency salaries to U.S. dollar equivalents using the monthly consolidated exchange rates as of July 1, 2024. From this calculation, we determined our representative median employee. We calculated the fiscal year 2024 annual total compensation for the representative median employee using the same methodology we use for our named executive officers in the Summary Compensation Table in this Proxy Statement. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our Summary Compensation Table in this Proxy Statement. Our Pay Ratio has been calculated using selected assumptions, estimates and adjustments as permitted under Item 402(u) of Regulation S-K, and is a reasonable estimate calculated in a manner consistent with the Regulation. Other companies may use different methodologies, assumptions, estimates and adjustment, for median employee compensation and therefore a comparison of our Pay Ratio to that of other companies will be limited in value.

  80. 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.

  81. Pay Versus Performance Table

    Pay Versus Performance Table

  82. 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 EBITDA (5) ($ millions) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 6,607,788 | n/a | 6,154,106 | n/a | 1,486,141 | 469,024 | 64.89 | 48.08 | 30.4 | 78.1 | | 2023 | 1,774,772 | n/a | 3,149,800 | n/a | 928,321 | 2,139,189 | 65.69 | 56.58 | (104.8) | (61.4) | | 2022 | 2,550,004 | 1,943,101 | 2,073,020 | 9,707,300 | 1,428,121 | 4,525,921 | 41.69 | 74.89 | (289.2) | (235.3) |

  83. 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 2024, Messrs. Pasha, Sial, Williams, and Zahurancik and Ms. Boll; (b) for fiscal year 2023, Messrs. Sial, Vanka, and Williams, and Mses. Boll and Couch; and (c) 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

  84. Pay Versus Performance Table

    | Fiscal Year | 2022 | 2023 | 2024 | | SCT Total | $2,550,004 | $1,774,772 | $6,607,788 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | -$2,500,004 | $0 | -$4,300,034 | | ± Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $2,023,020 | $0 | $4,072,825 | | ± Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | $0 | $776,479 | -$12,941 | | ± Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $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 | -$213,532 | | - 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 | $0 | | Compensation Actually Paid | $2,073,020 | $3,149,800 | $6,154,106 |

  85. Pay Versus Performance Table

    Former PEO SCT Total to CAP Reconciliation

  86. Pay Versus Performance Table

    | Fiscal Year | 2022 | 2023 | 2024 | | SCT Total | $1,943,101 | n/a | n/a | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | $0 | n/a | n/a | | ± Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $0 | n/a | n/a | | ± Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | $0 | n/a | n/a | | ± Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | n/a | 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 | 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 | n/a | | Compensation Actually Paid | $9,707,300 | n/a | n/a |

  87. Pay Versus Performance Table

    Non-PEO NEO Average SCT Total to Average CAP Reconciliation

  88. Pay Versus Performance Table

    | Fiscal Year | 2022 | 2023 | 2024 | | Average SCT Total | $1,428,121 | $928,321 | $1,486,141 | | - Grant Date Fair Value of Stock Awards Granted in Fiscal Year | -$866,669 | -$150,004 | -$726,614 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Stock Awards Granted in Fiscal Year | $659,609 | $118,467 | $660,240 | | ± Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Fiscal Years | $2,369,873 | $476,025 | -$962 |

  89. Pay Versus Performance Table

    | + Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $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 | $934,987 | $861,825 | -$534,034 | | - 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 | -$95,446 | -$415,747 | | Average Compensation Actually Paid | $4,525,921 | $2,139,189 | $469,024 |

  90. 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 EBITDA is a non-GAAP financial measure and is calculated using net income (loss), adjusted for (i) interest (income) expense, net, (ii) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) other income or expenses and (vi) non-recurring income or expenses. For more details on how we define and calculate Adjusted EBITDA from the Company's audited consolidated financial statements as well as a reconciliation to net income (loss), its most directly comparable GAAP financial measure, please refer to pages 66-67 in our 2024 Form 10-K for fiscal year 2024, and pages 60-61 in our 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"). 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 2024. 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 (Loss) and Adjusted EBITDA during fiscal years 2022 through 2024. **Adjusted EBITDA is a non-GAAP financial metric. Please refer to pages 66-67 in our 2024 Form 10-K and pages 60-61 in our 2023 Form 10-K for more details on non-GAAP financial metrics and reconciliation to net income (loss), its most directly comparable GAAP financial metric, for fiscal years 2024, 2023, and 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 2024 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 2023 or 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.

  91. Pay Versus Performance Table

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