FLUENCE ENERGY INC CLASS A (FLNC)
Sector: Industrials
2026 Annual Meeting Analysis
FLUENCE ENERGY INC CLASS A · Meeting: March 12, 2026
Directors FOR
3
Directors AGAINST
9
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Dr. Arnold has served since October 2021, so her tenure fully overlaps the 3-year period during which Fluence's stock fell 9% while its disclosed peer group rose nearly 79% on average — a gap of nearly 88 percentage points, far exceeding the 20-point threshold that applies when a stock has lost value. The 5-year record is even worse, so there is no mitigating longer-term track record to override this result.
Mr. Bulls has served as Board Chairperson since October 2021, so his tenure fully overlaps the period of severe stock underperformance — Fluence lost 9% while peers gained nearly 79%, a gap of roughly 88 percentage points. As Chairperson, he bears direct accountability for board-level oversight during this period, and the 5-year record provides no mitigating relief.
Mr. Falú joined in September 2022, meaning his tenure covers more than half of the 3-year underperformance window, and the TSR gap of roughly 88 percentage points far exceeds the policy trigger. Additionally, the proxy explicitly discloses that Mr. Falú was the only incumbent director who failed to attend at least 75% of board and committee meetings in fiscal year 2025, which is an independent reason to vote against under policy.
Ms. Fessenden has served since October 2021, fully overlapping the period in which Fluence's stock dramatically underperformed its peers by nearly 88 percentage points over three years. The five-year record is worse still, so the longer-term mitigant does not apply.
Mr. von Heynitz has served as Audit Committee Chairperson since October 2021, so his tenure fully overlaps the period of severe underperformance — an 88-point gap versus peers over three years — and the five-year record offers no relief.
Mr. Meier has served since January 2020 and his tenure covers the full underperformance period and beyond; the 88-point 3-year TSR gap versus peers far exceeds the applicable trigger threshold, and the 5-year record is even worse, so no mitigant applies.
Ms. Mendoza joined in August 2022, so her tenure covers more than half of the 3-year underperformance window; the nearly 88-point TSR gap versus peers far exceeds the trigger threshold, and the 5-year record provides no offsetting relief.
Mr. Nebreda has served as CEO and director since 2021/2022, meaning his tenure as a director meaningfully overlaps the full underperformance period; under policy, executive directors are subject to the same TSR trigger as all other directors, independently of the Say on Pay vote. The roughly 88-point gap versus peers over three years, with no 5-year mitigant available, triggers a vote against.
Mr. Shelton has served since January 2018, well before the underperformance period began, so his tenure fully overlaps — and predates — the 3-year window; the 88-point TSR gap versus peers and the even worse 5-year record both trigger a vote against.
For Analysis
New nominee being elected for the first time; exempt from the TSR trigger as he has not yet served on the board.
Ms. Gratzke joined the board in November 2025, which is within the 24-month new-director exemption window; she is therefore exempt from the TSR underperformance trigger.
Mr. Luk joined the board in 2025, which is within the 24-month new-director exemption window; he is therefore exempt from the TSR underperformance trigger.
The TSR underperformance trigger fires for most of the slate. Fluence's stock fell 9% over 3 years while its disclosed compensation peer group gained nearly 79% — a gap of about 88 percentage points, far exceeding the 20-point threshold that applies when absolute returns are negative. The 5-year record (Fluence -53% vs peers +73%) is worse still, so the 5-year mitigant does not reduce any AGAINST votes. The three directors who joined within the past 24 months (Al-Darwish, Gratzke, Luk) are exempt under policy. Ricardo Falú also draws an independent AGAINST for below-75% meeting attendance.
Say on Pay
✓ FORCEO
Julian Nebreda
Total Comp
$6,909,044
Prior Support
N/A
CEO Julian Nebreda received total compensation of approximately $6.9 million for fiscal year 2025. For a utilities-sector CEO at a company with a market cap of roughly $3 billion, this level of pay is within a reasonable range and does not exceed the policy's threshold for concern. The company's stock underperformed its peer group significantly over three years, but the pay-for-performance misalignment check requires variable pay to be above benchmark before it can trigger a No vote — without clear evidence that variable/incentive pay was materially above the relevant benchmark for this role, the pay level check governs and the default FOR applies. No prior Say on Pay vote result below 70% was disclosed that would require a change-or-vote-no evaluation.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
7 yrs
Audit Fees
$5,438,475
Non-Audit Fees
$120,000
Ernst & Young has audited Fluence since 2018 — about 7 years — well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees of $120,000 are only about 2.2% of core audit fees of $5.4 million, far below the 50% ratio that would trigger a concern. EY is a Big 4 firm appropriate for a $3 billion company, and no material financial restatements were disclosed.
Overall Assessment
The 2026 Fluence Energy annual meeting ballot features four proposals. The most significant finding is that the vast majority of the director slate — nine of twelve nominees — draw AGAINST votes under the TSR underperformance trigger, as Fluence's stock lost 9% over three years while its own disclosed peer group gained nearly 79%, a gap of roughly 88 percentage points with no mitigating 5-year record. The auditor ratification and Say on Pay proposals both pass the relevant policy screens and receive FOR votes; the equity plan expansion (Proposal 4) is not evaluated under the current policy version.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing