Document

DEF 14A 1 proxystatement2023.htm DEF 14A - 2022 PROXY STATEMENT Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under § 240.14a-12

Fluence Energy, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Fluence Energy, Inc.

4601 Fairfax Drive, Suite 600

Arlington, Virginia 22203

January 27, 2023

To our Stockholders:

On behalf of the Board of Directors, I cordially invite you to attend the 2023 annual meeting of stockholders (the “Annual Meeting”) of Fluence Energy, Inc., which will be held on Monday, March 20, 2023, beginning at 10:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast.

In accordance with the Securities and Exchange Commission rules allowing companies to furnish proxy materials to their stockholders over the Internet, we have sent holders of record of our common stock (composed of Class A common stock, Class B-1 common stock, and Class B-2 common stock) at the close of business on January 23, 2023 a Notice of Internet Availability of Proxy Materials.

Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted. The Notice contains instructions on how to access our Proxy Statement and Annual Report and vote online. If you would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the Notice, as well as in the attached Proxy Statement.

Your vote is important to us regardless of the number of shares that you hold. Please act as soon as possible to vote your shares. It is important that your shares be represented at the meeting whether or not you plan to attend the Annual Meeting via the Internet. Please vote electronically over the Internet, by telephone or, if you receive a paper copy of the proxy card by mail, by returning your signed proxy card in the envelope provided. You may also vote your shares online during the Annual Meeting. Instructions on how to vote while participating at the meeting live via the Internet are posted at www.virtualshareholdermeeting.com/FLNC2023.

On behalf of the Fluence Board of Directors and management, it is my pleasure to express our sincere appreciation for your continued support.



									Herman Bulls
									Chairperson of the Board of Directors

Fluence Energy, Inc.

4601 Fairfax Drive, Suite 600

Arlington, Virginia 22203

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MARCH 20, 2023

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Fluence Energy, Inc., a Delaware corporation (the “Company”), will be held on Monday, March 20, 2023, at 10:00 a.m., Eastern Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/FLNC2023. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying Proxy Statement in the section titled “Questions and Answers About the Annual Meeting, Proxy Materials and Voting — How can I attend and vote at the Annual Meeting?”

The Annual Meeting is being held:

1.to elect the following twelve (12) directors to hold office until the Company’s 2024 annual meeting of stockholders and until their respective successors have been duly elected and qualified: Cynthia Arnold, Herman Bulls, Emma Falck, Ricardo Falu, Elizabeth Fessenden, Harald von Heynitz, Barbara Humpton, Axel Meier, Tish Mendoza, Julian Nebreda, John Christopher Shelton, and Simon James Smith;

2.to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2023; and

3.to transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment thereof.

These items of business are described in the Proxy Statement that follows this notice. Holders of record of our common stock as of the close of business on January 23, 2023 are entitled to notice of and to vote at the Annual Meeting or any continuation, postponement, or adjournment thereof. A complete list of such stockholders will be open to the examination of any stockholder for a purpose germane to the meeting for a period of ten days before the Annual Meeting at the Company’s principal place of business, located at 4601 Fairfax Drive, Suite 600, Arlington, Virginia 22203. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

Your vote is important. Voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Please promptly vote your shares by following the instructions for voting on the Notice Regarding the Availability of Proxy Materials or, if you received a paper or electronic copy of our proxy materials, by completing, signing, dating and returning your proxy card or by Internet or telephone voting as described on your proxy card.


									By Order of the Board of Directors

									Francis A. Fuselier
									SVP, General Counsel and Secretary

Arlington, Virginia

January 27, 2023

This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about January 27, 2023.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting:

This Proxy Statement and our Annual Report are available free of charge at www.proxyvote.com.

TABLE OF CONTENTS


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MONDAY, MARCH 20, 2023			1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING, PROXY MATERIALS AND VOTING			1
When and where will the Annual Meeting be held?			1
What are the purposes of the Annual Meeting?			1
Are there any matters to be voted on at the Annual Meeting that are not included in this Proxy Statement?			1
Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a paper copy of proxy materials?			1
What does it mean if I receive more than one Notice and Access Card or more than one set of proxy materials?			2
Can I vote my shares by filling out and returning the Notice and Access Card?			2
Who is entitled to vote at the Annual Meeting?			2
What is the difference between being a “record holder” and holding shares in “street name”?			2
What do I do if my shares are held in “street name”?			2
How many shares must be present to hold the Annual Meeting?			3
What are “broker non-votes”?			3
What if a quorum is not present at the Annual Meeting?			3
How do I vote my shares without attending the Annual Meeting?			3
How can I attend and vote at the Annual Meeting?			3
Will there be a question and answer session during the Annual Meeting?			4
What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?			4
How does the Board recommend that I vote?			4
How many votes are required to approve each proposal?			4
What if I do not specify how my shares are to be voted?			5
Who will count the votes?			5
Can I revoke or change my vote after I submit my proxy?			5
Who will pay for the cost of this proxy solicitation?			6
Why hold a virtual meeting?			6
What does being an "emerging growth company" mean?			6
PROPOSAL NO. 1 ELECTION OF DIRECTORS			6
Recommendation of the Board of Directors			7
Information About Director Nominees			7
Director Skills			13
Board Diversity Matrix			13
Compensation of Directors			14
Board Size and Structure			15
CORPORATE GOVERNANCE			16
Corporate Governance Guidelines			16
Board Leadership Structure			17
Director Independence			17
Controlled Company Exception			17
Meetings of our Board of Directors			18
Committe e s of our Board of Directors			18
Executive Sessions			21
Director Nominations Process			21
Board Role in Risk Oversight			22
Code of Conduct and Ethics			22
Anti-Hedging Policy			22
Stock Ownership Requirements			23
Communications with the Board			23


PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			23
A ppointment of I n dependent Registered Public Accounting Firm			23
Recommendation of the Board of Directors			24
Audit, Audit-Related, Tax and All Other Fees			24
Pre-Approval Policies and Procedures			24
Audit Committee Report			25
EXECUTIVE OFFICERS			25
EXECUTIVE COMPENSATION			26
Summary Compensation Table			27
Equity Compensation			30
Other Elements of Compensation and Related Policies			30
Outstanding Equity Awards at Fiscal Year-End (2022)			34
Executive Employment Agreements			35
Compensation Committee Interlocks and Insider Participation			36
STOCK OWNERSHIP			36
Security Ownership of Certain Beneficial Owners and Management			36
Delinquent Section 16(a) Reports			39
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			39
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS			49
OTHER MATTERS			50
SOLICITATION OF PROXIES			50
HOUSEHOLDING			50
2022 ANNUAL REPORT			50
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			50
INCORPORATION BY REFERENCE			51


(1)			Votes that are “withheld” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director, because directors are elected by plurality voting.
(2)			A vote marked as an “Abstention” is not considered a vote cast and will, therefore, not affect the outcome of this proposal.
(3)			As this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal, and we do not expect any broker non-votes on this matter.


2022 Board Skills Snapshot
•Global Citizenship			•Global Experience
•ESG			•Emerging Greentech
•Public Company Governance			•Experience as a C-Suite Leader with Strategy Focus
•Data Analytics			•Operational Business Experience
•M&A Transactions			•Disruption & Innovation
•Talent Management & Human Capital


Total Number of Directors	12
	Female	Male	Non- Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	5	6	—	1
Part II: Demographic Background
African American or Black	—	1	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	1	2	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	4	3	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	1


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	All Other Compensation ($)	Total ($)
Cynthia Arnold	55,598	224,988	—	280,586
Herman Bulls	78,764	224,988	—	303,752
Elizabeth Fessenden	55,598	224,988	—	280,586
Harald von Heynitz	46,332	224,988	—	271,320
(1) The amount in this column reflects the grant date fair value of restricted stock units as determined in accordance with FASB ASC Topic 718. The amount includes both the grant date fair value of restricted stock units awarded to the non-employee independent directors as part of the IPO and the fiscal year 2022 annual awards. Assumptions used in the calculation of these amounts are included in the Company’s audited financial statements for each year shown included in the Company’s Annual Report on Form 10-K filed with the SEC on December 14, 2022. The grant date fair value associated with the restricted stock unit awards granted concurrently with the IPO was $124,985, due to use of the IPO price of $28 to determine the number of restricted stock units granted. For subsequent grants, the number of restricted stock units granted to non-employee independent directors has been determined by reference to our closing stock price on the date of grant.


Name			Outstanding Stock Awards at Fiscal Year End
Cynthia Arnold			10,935
Herman Bulls			10,935
Elizabeth Fessenden			10,935
Harald von Heynitz			10,935


•	Board independence and qualifications	•	Stock ownership
•	Executive sessions of non-management directors	•	Conflicts of interest
•	Selection of new directors	•	Board access to senior management
•	Director orientation and continuing education	•	Board access to independent advisors
•	Limits on board service	•	Board self-evaluations
•	Change of principal occupation	•	Board meetings
•	Term limits	•	Meeting attendance by directors and non-directors
•	Director responsibilities	•	Meeting materials
•	Director compensation	•	Board committees, responsibilities, and independence
•	Succession planning


	Fiscal Year Ended September 30,
	2022			2021
Audit Fees		$	2,217,981		$3,499,033
Audit-Related Fees		21,284			20,075
Tax Fees		—			—
All Other Fees		—			—
Total		$	2,239,804		$3,519,108


Executive Officer	Age	Position(s)
Julian Nebreda	56	President, Chief Executive Officer, and Director
Manavendra Sial	46	Senior Vice President and Chief Financial Officer
Rebecca Boll	51	Senior Vice President and Chief Product Officer
Carol Couch	59	Senior Vice President and Chief Supply Chain and Manufacturing Officer
Krishna Vanka	40	Senior Vice President and Chief Digital Officer


Named Executive Officer			Title
Julian Nebreda			President and Chief Executive Officer (Mr. Nebreda began service as President and Chief Executive Officer effective September 1, 2022)
Manavendra Sial			Senior Vice President and Chief Financial Officer (Mr. Sial began service as Senior Vice President and Chief Financial Officer effective September 15, 2022)
Rebecca Boll			Senior Vice President and Chief Product Officer
Manuel Perez Dubuc			Former Chief Executive Officer (Mr. Perez Dubuc ceased serving as Chief Executive Officer effective August 31, 2022)
Dennis Fehr			Former Senior Vice President and Chief Financial Officer (Mr. Fehr ceased serving as Senior Vice President and Chief Financial Officer effective September 14, 2022 and departed from the Company effective October 15, 2022)


Name and Principal Position	Year	Salary ($) (1)	Bonus ($) (2)	Stock Awards ($) (3)	Option Awards ($) (3)	Non-Equity Incentive Plan Compensation ($) (4)	All Other Compensation ($) (5)	Total ($)
Julian Nebreda	2022	50,000	—	2,500,004	—	—	—	2,550,004
President and Chief Executive Officer	2021	—	—	—	—	—	—	—

Manavendra Sial	2022	23,077	—	2,600,008	—	—	—	2,623,085
Senior Vice President and Chief Financial Officer	2021	—	—	—	—	—	—	—

Rebecca Boll	2022	325,000	144,937	—	—	118,463	14,250	602,650
Senior Vice President and Chief Product Officer	2021	306,557	—	270,248	243,192	154,733	—	974,730

Manuel Perez Dubuc	2022	412,500	500,000	—	—	—	1,030,601	1,943,101
Former Chief Executive Officer	2021	412,395	—	673,992	609,316	341,550	—	2,037,253

Dennis Fehr	2022	350,000	178,159	—	—	141,750	388,718	1,058,627
Former Senior Vice President and Chief Financial Officer	2021	305,711	—	302,808	274,371	185,150	—	1,068,040
(1) Mr. Nebreda commenced service with the Company as Chief Executive Officer and President on September 1, 2022. Mr. Sial commenced services with the Company as Senior Vice President and Chief Financial Officer on September 15, 2022.
(2) —For Ms. Boll and Mr. Fehr, this amount represents a portion of each of Ms. Boll’s and Mr. Fehr’s bonus that was paid in September 2021 which remained subject to a clawback until September 30, 2022. For Mr. Perez Dubuc, this amount represents Mr. Perez Dubuc’s bonus, a portion of which was paid in September 2021, which remained subject to a clawback until September 30, 2022 and a portion of which was paid in March 2022 which remained subject to a clawback until March 30, 2023. In connection with Mr. Perez Dubuc’s termination of employment, the Company waived the clawback requirement and Mr. Perez Dubuc was entitled to retain the full bonus.
(3) The amounts in this column reflects the grant date fair value of restricted stock units, phantom units, and stock options as determined in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Company’s audited financial statements for each year shown included in the Company’s Annual Report on Form 10-K filed with the SEC on December 14, 2022.
(4) Reflects the fiscal year annual bonus payment. Messrs. Nebreda and Sial were not eligible for fiscal year 2022 annual bonus opportunity and became eligible for the annual bonus effective October 1, 2022 for fiscal year 2023. Ms. Boll and Mr. Fehr were eligible for an annual bonus plan award for fiscal year 2022, reflective of Company performance at 81% with individual performance modifier at 100% each calculated bonus earned. Mr. Perez Dubuc was not eligible for a fiscal year 2022 annual bonus award payment due to the terms and conditions of his severance payment.
(5) For Ms. Boll, this amount reflects a matching contribution under the Company’s 401(k) plan. For Mr. Perez Dubuc, this amount reflects (a) payment to Mr. Perez Dubuc of severance of $1,016,351 upon the termination of his employment with the Company, as described below in “─Manuel Perez Dubuc Separation Agreement" and (b) a matching contribution of $14,250 under the Company’s 401(k) plan. For Mr. Fehr, this amount reflects (a) payments to Mr. Fehr of severance of $374,468 and (b) a matching contribution of $14,250 under the Company’s 401(k) plan.


*			Represents less than 1%.


		Option Awards			Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise Price ($) (1)	Option Expiration Date	Number of Shares or Units of Stock that have Not Vested (#)	Market Value of Shares or Units of Stock that Have Not Vested ($)(2)
Julian Nebreda	—	—	—	—	138,658(3)	2,023,020
Manavendra Sial	—	—	—	—	135,629(4)	1,978,827
Rebecca Boll	134,631	269,262(5)	2.45	4/2/2031	81,864(6)	1,194,396
Manuel Perez Dubuc	735,331 (7)	—	2.45	11/29/2022	—	—
Dennis Fehr	—	303,783 (8)	2.45	4/2/2031	91,726 (9)	1,338,282
(1) The exercise price set forth herein represents the per share Class A common stock exercise price of such options.
(2) Represents the fair market value per share of Class A common stock of $14.59, as of September 30, 2022.
(3) As of September 30, 2022, the unvested restricted stock units were scheduled to vest in three equal installments on each of September 1, 2023, September 1, 2024, and September 1, 2025, subject to continued employment.
(4) As of September 30, 2022, the unvested restricted stock units were scheduled to vest in three equal installments on each of September 15, 2023, September 15, 2024, and September 15, 2025, subject to continued employment.
(5) As of September 30, 2022, the unvested stock options were scheduled to vest in two equal installments on each of April 2, 2023 and April 2, 2024, subject to continued employment.
(6) As of September 30, 2022, the unvested phantom units were scheduled to vest in two equal installments on each of April 27, 2023 and April 27, 2024, subject to continued employment.
(7) In connection with Mr. Perez Dubuc’s termination of employment, 398,014 options vested as a result of pro-rated vesting and 276,621 options were forfeited under the terms and conditions of the Executive Severance Plan.
(8) In connection with Mr. Fehr’s termination of employment, on October 15, 2022, 194,823 options vested as a result of pro-rated vesting and 108,960 options were forfeited under the terms and conditions of the Executive Severance Plan.
(9) In connection with Mr. Fehr’s termination of employment, on October 15, 2022, 47,331 phantom units vested as a result of pro-rated vesting and 44,395 phantom units were forfeited under the terms and conditions of the Executive Severance Plan.


	Class A(1)			Class B-1
Name of Beneficial Owner	Number of Shares Beneficially Owned	Percentage Beneficially Owned		Number of Shares Beneficially Owned	Percentage Beneficially Owned		Percentage of Combined Voting Power(2)
Holders of More than 5%:
AES Grid Stability, LLC	—	—		58,586,695	100	%	71.6	%
Siemens AG (3)	58,586,695	50.4	%	—	—		14.3	%
Qatar Holding LLC	18,493,275	15.9	%	—	—		4.5	%
Named Executive Officers and Directors:
Cynthia Arnold(4)	20,935		*	—	—			*
Rebecca Boll	30,395		*	—	—			*
Herman Bulls(5)	44,935		*	—	—			*
Manuel Perez Dubuc (6)	30,000		*	—	—			*
Emma Falck	—	—		—	—		—
Ricardo Falu	—	—		—	—		—
Dennis Fehr (7)	30,590		*	—	—			*
Elizabeth Fessenden(8)	10,935		*	—	—			*
Harald von Heynitz(9)	11,935		*	—	—			*
Barbara Humpton	4,000		*	—	—			*
Axel Meier	—	—		—	—		—
Tish Mendoza	—	—		—	—		—
Julian Nebreda	20,000		*	—	—			*
John Christopher Shelton	5,000		*	—	—			*
Manavendra Sial	—	—		—	—		—
Simon James Smith	—	—		—	—		—
All executive officers and directors as a group (16 persons)(10)	149,335		*	—	—			*


(1)			Each common unit is redeemable from time to time at each holder’s option for, at our election (determined solely by our independent directors (within the meaning of the rules of the Nasdaq) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each LLC Interest so redeemed, in each case, in accordance with the terms of the Fluence Energy LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the Nasdaq) who are disinterested), we may effect a direct exchange by Fluence Energy, Inc. of such Class A common stock or such cash, as applicable, for such LLC Interests. AES Grid Stability may, subject to certain exceptions, exercise such redemption right for as long as its LLC Interests remain outstanding. When AES Grid Stability redeems a common unit, a corresponding share of Class B-1 or Class B-2 common stock, as applicable, held by AES Grid Stability will be cancelled.
(2)			Represents the percentage of voting power of our Class A common stock and Class B-1 common stock voting as a single class. Each share of Class A common stock entitles the registered holder to one vote per share, and each share of Class B-1 common stock entitles the registered holder thereof to five votes per share on all matters presented to stockholders for a vote generally, including the election of directors. The Class A common stock and Class B-1 common stock will vote as a single class on all matters except as required by law or our Certificate of Incorporation.
(3)			Includes 39,738,064 shares of Class A common stock held of record by Siemens AG and 18,848,631 shares of Class A common stock held of record by SPT. Siemens AG is an affiliate of SPT and may be deemed to share beneficial ownership of the shares held of record by SPT. The business address of SPT is Wittelsbacher Platz 2, 80333 Munich, Germany. The business address of Siemens AG is Werner von Siemens Str. 1 80333 Munich, Germany.
(4)			Consists of 13,571 shares of Class A common stock and 7,364 shares of Class A common stock underlying restricted stock units ("RSUs") that vest within 60 days of the Record Date.
(5)			Consists of 37,571 shares of Class A common stock and 7,364 shares of Class A common stock underlying RSUs that vest within 60 days of the Record Date.
(6)			Based on information known to the Company as of the date of this Proxy Statement, including Mr. Perez Dubuc’s Form 4, dated February 22, 2022, filed prior to his departure from the Company effective August 31, 2022.
(7)			Based on information known to the Company as of the date of this Proxy Statement, including Mr. Fehr’s Form 4, dated September 15, 2022, filed prior to his departure from the Company effective October 15, 2022.
(8)			Consists of 3,571 shares of Class A common stock and 7,364 shares of Class A common stock underlying RSUs that vest within 60 days of the Record Date.
(9)			Consists of 4,571 shares of Class A common stock and 7,364 shares of Class A common stock underlying RSUs that vest within 60 days of the Record Date.
(10)			This group of directors and executive officers includes only those currently serving as directors and executive officers as of the date of this Proxy Statement and does not include Messrs. Perez Dubuc or Fehr.

SEC Form DEF 14A filed by Fluence Energy Inc.