Nextracker Inc. increased the number of directors serving on the Board from nine to eleven and appointed Monica Karuturi and Mark Menezes to serve as directors of the Company. Ms. Karuturi will serve as a Class III director of the Company and as a member of the Compensation and People Committee of the Board (the ? Compensation Committee?), effective immediately, with a term of office expiring at the Company?s 2025 annual meeting of stockholders, and Mr. Menezes will serve as a Class I director of the Company and a member of the Nominating, Governance and Public Responsibility Committee of the Board (the ?Nominating Committee ?), also effective immediately, with a term of office expiring at the Company?s 2026 annual meeting of stockholders.
Appointment of Monica Karuturi: Ms. Karuturi, 46, has served as Executive Vice President and General Counsel of CenterPoint Energy, an electric and gas utility company, since January 2022. Ms. Karuturi joined CenterPoint Energy in 2024, and held several leadership positions at CenterPoint Energy prior to her current role, including Senior Vice President and General Counsel from July 2020 to January 2022 and Vice President and Deputy General Counsel from April 2019 to July 2020. Prior to joining CenterPoint Energy, Ms. Karuturi served as Counsel, Corporate Finance and Strategic Transactions at LyondellBasell Industries.
Ms. Karuturi earned her B.A. from Brown University, her M.P.H. from Columbia University, and her J.D. from Georgetown University Law Center. The Board has determined that Ms. Karuturi qualifies as an independent director in accordance with the Nasdaq listing rules and otherwise meets all applicable requirements to serve on each of the Board and the Compensation Committee. Ms. Karuturi will be compensated in accordance with Nextracker?s director compensation program.
As such, Ms. Karuturi is entitled to receive an annual cash retainer of $77,500 for her service as a member of Nextracker?s Board, and as a member of the Compensation Committee, and an annual equity grant of $150,000 in restricted stock units to be paid at the conclusion of each annual meeting of our stockholders (the ? Annual Equity Award ?). Ms. Karuturi will receive a pro-rated portion of the Annual Equity Award and retainer fees for her service on our Board of Directors and Compensation Committee between the date of her appointment and Nextracker?s 2025 annual meeting.
The number of shares of common stock underlying the Annual Equity Award will be determined based upon the closing price of Nextracker common stock on the Nasdaq Global Select Market on the business day immediately preceding the date of grant. Appointment of Mark Menezes: Mr. Menezes, 69, has served as the President and Chief Executive Officer of the United States Energy Association (USEA) since June 2023. USEA is a non-profit energy organization founded in 1924 to foster the advancement of scientific and technological energy knowledge and the adoption of sound policies to ensure the access of affordable, reliable, clean and resilient energy both in the U.S. and internationally.
Additionally,Mr. Menezes has served as an adjunct professor at Georgetown University Law School since August 2021. Mr. Menezes also founded Global Sustainable Energy Advisors LLC, a strategic advisory firm focused on energy policy and security matters, as well as innovative technologies, transactions and investments. Mr. Menezes also served as the Deputy Secretary of the United States Department of Energy from August 2020 to January 2021.
Prior to serving as the Deputy Secretary, Mr. Menezes held several positions at the Department of Energy, including Under Secretary. Previously, Mr. Menezes was a partner at the law firm Hunton & Williams LLP, where he headed and managed the firm?s regulated markets and energy infrastructure practice group. Mr. Menezes earned his B.A. from Louisiana State University and his J.D. from the Louisiana State University Law Center.
