UNITED STATES

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Washington, D.C. 20549

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ENERSYS

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A MESSAGE FROM OURINDEPENDENT NON-EXECUTIVE CHAIRMANCHAIR OF THE BOARD AND OURCHIEF EXECUTIVE OFFICER

June 19, 202023, 2022

Dear Fellow Stockholders:

As we prepared this year’s letterFiscal 2022 marked a year of significant achievements muted by ongoing macro headwinds that continued to put our stockholders, we did so withteam’s adaptability and resiliency to the knowledge that the world is facing some of its greatest health and economic challenges in generations. We are very proud of those on the front lines fighting the pandemic. Our sincere thoughts go out to all of those across the globe who have been impacted by the events and circumstances of the last six months.

test. Despite the pressure of three consecutive years of unprecedented challenges EnerSys remains strongincluding a global pandemic, persisting supply chain constraints, inflation and well positioned forlabor shortages, we are executing on our strategic plan and will emerge from these challenges stronger than ever. Our proprietary technologies and robust end-markets drove record demand which was reflected in our fiscal 2022 full year revenue of $3.4 billion, up ~13% versus prior year, and a record year-end backlog of $1.3 billion, up ~92%, from the future. The company is deemed an essential critical business during a time when many states and countries have enactedstay-at-home orders, and allend of fiscal year 2021. While we believe our fiscal 2022 financial results do not fully reflect the underlying earnings power of our larger plants remain open with supply chains intact. Looking ahead,business, we are confident in our ability to weather economic headwinds. Our confidence stems fromachieve our strategic plan and are well positioned for accelerated earnings growth as macro conditions normalize.

Technology Milestones

During the year, we continued global demandto make strategic investments in our technology and innovation roadmap, partnering with customers to ensure we are delivering the energy systems solutions needed for years to come. Demand for our products, the strength of our balance sheet, the incredible capabilities and expertise of our employees, our successful track record navigating the prior global recession and our abilitymaintenance-free solutions continues to maintain positive cash flows through a range of economic conditions. We are the leader in our industry,mount, and we believe we will emerge from the current environment stronger than ever.

During fiscal year 2020, net sales were $3.1 billion, up 10% from the prior year driven by a 17% increase from the acquisitionachieved our goal of NorthStar Battery in our third fiscal quarter and Alpha in December 2018 offset by a 4% decrease in organic volume, a 1% decrease in pricing and a 2% decrease in currency. The acquisition of NorthStar will allow us to doubleincreasing our Thin Plate Pure Lead (TPPL) manufacturing capacity.capacity to $1.2 billion per year in the second half of fiscal 2022. In line with our strategic plan, we remain on track to increase capacity by an additional $200 million per year for the next five years. Customer enthusiasm over our proprietary NexSys^® TPPL isand lithium-ion maintenance-free product offerings continued in fiscal 2022, and we reached another key milestone, obtaining a premium product for EnerSys affording higherUL safety listing of our high-performance NexSys^®lithium-Ion batteries, which feature an integrated Battery Management System that performs auto-diagnosis, voltage limitation, and communication of performance and gross margins used in telecommunications and broadband networks, data centers,data. We are proud to be the first energy storage solution provider to bring this compliance standard to the material handling aerospaceindustry.

Our strategic partnership with Corning Incorporated to develop our TouchSafe solution aimed at simplifying the delivery of fiber and defense, trucking and premium aftermarket transportation.

After beingelectrical power to 5G small cell sites made good progress throughout the year. We believe customer plans for their high-frequency networks using this solution are accelerating. While we have a headwind for several years, we are now seeing a meaningful cost reduction in lead, which remainsstrong footprint at all levels of the 5G spectrum, our most significant raw material. Current prices have declined by as much as 30% from their prior year highs, and whileexciting opportunity is in the small cell buildout where we have cost pass through contractsdifferentiated technology that gives us a strategic advantage to grow in place that will reduce our average selling price, we anticipate that the mechanics of the change should result in an increase in gross margin percentage while preserving gross margin dollars.this market.

We were challengedlaunched our Mojave home energy storage system in January 2022, including our lithium technology battery. It received strong customer interest at the Intersolar Energy Storage Conference in January 2022, including our first tranche of orders that we expect to translate to revenue in fiscal year 20202023.

We initiated our EV Fast Charge and Storage (FC&S) offering this fiscal year, delivering a fully functional sample with ongoing software development and customer specification design work. Our FC&S solution, built on EnerSys’ proprietary technology, is revolutionary – combining solar power, energy storage, backup power and EV fast charging capabilities. These are just a few examples of our new product initiatives that will continue to elevate EnerSys from a traditional lead acid battery company to a fully integrated energy systems provider.

Operating Efficiencies

We continued to execute on our EnerSys Operating System (EOS) program, with significant savings generated from lean initiatives and our Hagen plant closure. The favorable impact of these efforts was over-shadowed by labor, inflation, and supply chain challenges in fiscal year 2022, but will have a material impact on earnings as operating conditions improve.

Financial Results

Much of our focus has been on mitigating the impact of underlying macro challenges by raising prices commensurate with our costs, and buffering inventory and redesigning products to offset supply shortages. Our Motive Power and Specialty businesses were able to realize price increases more swiftly than Energy Systems due to the contractual limitations and customer concentricity in this segment. That said, we made significant progress with cost recovery in the second half of fiscal 2022, and we began to see adjusted Energy Systems operating margins rebound as those price increases took hold.

Our full year fiscal 2022 operating income was $206 million compared to $216 million in 2021, our EBITDA¹ was $308 million and 9.2% of net sales compared to $303 million and 10.2% of net sales in 2021, and our diluted earnings per share was $3.36 compared to $3.32 in 2021. On an upgradeadjusted basis² our full year fiscal 2022 operating income was $264 million compared to $284 million in 2021, our ERP systems,EBITDA was $340 million and 10.1% of net sales compared to $345 million and 11.6% of net sales in 2021, and our diluted earnings per share was $4.47 compared to $4.49 in 2021. Our fiscal year 2022 results include the absorption of nearly $150 million in annual cost increases of which we have recaptured approximately two-thirds through price increases.

We are optimistic about our go-forward earnings potential as current margin headwinds will become tailwinds when supply chains and inflation stabilize, and our pricing actions catch up with cost pressures.

Sustainability

We made significant progress on our ESG goals this fiscal year, culminating in the publication of our comprehensive 2021 Sustainability Report. The report highlights the important role our power and energy solutions play in building a fire atresilient, low-carbon future and how they are a key component to decarbonization. While our Richmond, Kentucky battery manufacturing plant, andCOVID-19. However, we remain convinced thatour strategic plan for new products and newservices are critical to the energy transition, reducing the impact of our manufacturing and distribution processes is equally important. Our sustainability initiatives push us to be more efficient, develop innovative solutions for our customers and build a stronger, more diverse, and engaging workplace for all our employees.

We set meaningful goals to reduce our water and energy intensity and increase female representation and multicultural talent across our leadership team and workforce. We will work toward each of these goals to further position EnerSys as an environmentally and socially responsible global organization and a leading employer of choice for global talent. We are actively working to expand these goals to other key ESG topics in 2022.

Looking Ahead

The demand for energy storage systems and the need for solutions to support the energy transition is greater than ever. Our technologies and services play a critical role in supporting the megatrends of 5G buildouts, electrification, edge computing, renewables and grid resiliency. We are excited about our growth opportunities, particularly in rural broadband, high frequency small cell deployment, EV charging, home energy storage, transportation and defense. Our world-class technologies and capabilities position us to win in the growing markets laid outwe serve. Leveraging our propriety technologies across multiple technologies and markets we are able to offer our diverse set of customers the best options to meet the needs of their varied needs.

Despite near-term headwinds, we are optimistic about our ability to capitalize on the opportunities ahead of us. We are proud of how our team has proven their adaptability and resiliency in our October 2019 investor day presentation is the right one, especially in lightmost challenging of the changing market conditions. Our focustimes, and investment planswe will remain focused on providing complete, maintenance free solutionswhat is in our control:

We are confident in our ability to continue to deliver profit improvements once the many marketsmacro headwinds subside and we serve.

In fiscal year 2020, sales doubled forremain on track to realize our motive power NexSys^® Pure TPPL batteriesstrategic plan. We are committed to being good corporate citizens and demand remains strong. Due to the capacity NorthStar brings and the addition of NexSys^® Ion motive power lithium batteriesdelivering long-term value to our suite of maintenance free offerings, we expect thisstockholders through profitable growth and a disciplined capital allocation strategy.

We want to continue. NorthStar also enhancespersonally thank our relationship with the large,over-the-road truck manufacturers that value the award-winning NorthStar ACE^® technology. With NorthStar Advanced Connected Energy – NorthStar ACE^® – users can retrieve real-time and historical performance data wirelessly. All NorthStar ACE^® batteries include a factory embedded sensor, allowingstockholders, customers, to improve battery efficiency at every stage of the process: from warehousing, through installation and operation, to battery replacement. We are expanding upon ACE^®technology to use it in other markets we serve. With our industry-leading Odyssey^® battery brand we have won significant business with a number of the automotive industry’s largest after-market retailers, which will roll out through fiscal year 2021.

Moreover, we see significant opportunity as the greater use of data from telecommuting, 5G, the internet of things and enhanced video in telecommunications, broadband and data center businesses. While our motive power business may be challenged depending upon how long businesses remain closed due to the pandemic, the long-term value proposition for those products remains sound.

Our first priority will continue to be the health and safety of our employees and we thank them for their hard work and commitment to delivering the best products and exemplary service to our customers during these challenging times. Each and every day they reinforce our reputation as an industry leader focused on delivering quality and service. We also thank each stockholderother stakeholders for your continued supportfaith and confidencetrust in EnerSys as we remain focused on driving long-term value.us.

Sincerely,
Arthur T. Katsaros		David M. Shaffer
Independent Non-Executive ChairmanChair of the Board		President and Chief Executive Officer

¹ EBITDA is a non-GAAP metric. Net Earnings are adjusted for GAAP depreciation, amortization, interest and income taxes to arrive at EBITDA. See Footnote 2 for additional information.

² Adjusted operating earnings, adjusted EBITDA and adjusted diluted earnings per share results are based on non-GAAP metrics. Please refer to “Management’s Discussion and Analysis” in our Annual Report on Form10-K attached to this letter for additional information and to a reconciliation of thenon-GAAP measures to the comparable GAAP measuresmeasure contained in Exhibit 99.1 to the Company’s Current Report onForm 8-K filed on June 1, 2020.May 25, 2022.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this letter and proxy statement regarding EnerSys’ business, which are not historical facts, are “forward-looking statements” that involves risks and uncertainties. For a discussion of such risks and uncertainties that could cause actual results to differ from those contained in the forward-looking statements, see EnerSys’ filings with the Securities Exchange Commission, including “Item 1A. Risk Factors” in EnerSys’ Annual Report onForm 10-K attached to this letter. These statements speak only as of the date of this letter and proxy statement, even if subsequently made available by EnerSys on its website or otherwise. EnerSys undertakes no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this letter and proxy statement.

June 19, 202023, 2022

Dear Fellow Stockholder:

As a result of the public health threat caused by the globalCOVID-19 pandemic and to protect the health and safety of EnerSys stockholders and employees, the 2020Our 2022 Annual Meeting will be held virtually on Thursday, July 30, 2020August 4, 2022, at 10:00 a.m. (Eastern Time) solely by remote communication.. We have carefully contemplated the forum in which to conduct the annual meeting and determined that holding a virtual meeting creates an inclusive environment that affords all Stockholders the opportunity to attend and participate in the meeting. Stockholders will not be able to attend the Annual Meeting in person.

The Annual Meeting will be accessible only at www.proxydocs.com/ENS (the “Annual Meeting platform”). We encourage you to access the Annual Meeting platform prior to the start time and allow amplesufficient time to log into the virtual Annual Meeting and test your computer system. To be admitted to the Annual Meeting, you must register for the meeting no later than 5:00 p.m.9:59 a.m. (Eastern Time) on July 28, 2020,August 4, 2022, the registration deadline. You can do so by entering the control number found on the proxy card or voting instruction form that accompanied your previously distributed proxy materials when requested by the Annual Meeting platform. Upon registering for the Annual Meeting, you will receive an email with additional information related to the virtual meeting. You may vote during the Annual Meeting by following the instructions available on the Annual Meeting platform during the meeting.platform.

Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting virtually, we urge you to read these proxy materials and cast your vote on the matters that will be presented at the Annual Meeting. Stockholders of record have the option of voting by telephone, through the Internet or by completing, signing, dating and returning the enclosed proxy card in the envelope provided. Doing so will not prevent you from voting virtually during your attendance at the Annual Meeting.

Thank you very much for your continued support and interest in EnerSys.

By Order of the Board of Directors

Joseph G. Lewis

Senior Vice President, General Counsel,

Chief Compliance Officer & Secretary

June 19, 202023, 2022

Your vote is important!

Stockholders of record can vote their shares by using the Internet or the telephone or by attending the meeting virtually and voting in accordance with the website’s instructions. Instructions for voting by using the Internet or the telephone are set forth in the Notice of Internet Availability that has been provided to you. Stockholders of record who received a paper copy of the proxy materials also may vote their shares by marking their votes on the proxy card provided, signing and dating it, and mailing it in the envelope provided, or by attending the meeting and voting virtually.

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GENERAL INFORMATION

Solicitation of Proxies

The Board of Directors of EnerSys is providing this Proxy Statement to solicit proxies for use at EnerSys’ virtual annual meeting of stockholders to be held on Thursday, July 30, 2020,August 4, 2022, at 10:00 a.m. (Eastern Time) or any adjournment or postponement thereof (the “Annual Meeting”). EnerSys (the “Company,” “we,” “our,” or “us”) is first delivering this Proxy Statement and the foregoing Notice on or about June 19, 2020.23, 2022.

Purpose of the Meeting

At the Annual Meeting, our stockholders will be asked to vote on the following proposals:

Voting and Revocation of Proxies

Stockholders of record have a choice of voting by way of traditional proxy card, by telephone or through the Internet.

We encourage each stockholder of record to submit their proxy electronically through the Internet, if that option is available, or by telephone. Delivery of a proxy in any of the three ways listed above will not affect the right of a stockholder of record to attend the Annual Meeting and vote during the virtual meeting. If you hold your shares in “street name” (that is, through a broker, trustee or other holder of record), you will receive a voting instruction card from your broker seeking instructions as to how your shares should be voted. If no voting instructions are given, your broker or nominee has discretionary authority to vote your shares on your behalf on routine matters. A “brokernon-vote” results on a matter when your broker or nominee returns a proxy but does not vote on a particular proposal because it does not have discretionary authority to vote on that proposal and has not received voting instructions from you. We believe that your broker or nominee only has discretionary voting power with respect to the proposal regarding the ratification of the appointment of the independent registered public accounting firm. You may not vote shares held in “street name” at the Annual Meeting unless you obtain a legal proxy from your broker or holder of record.

Any stockholder of record giving a proxy may revoke it by doing any of the following:

Any written notice of revocation, or later dated proxy, should be delivered to EnerSys, 2366 Bernville Road, Reading, Pennsylvania 19605, Attention: Joseph G. Lewis, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary.

Record Date

Only stockholders of record at the close of business on June 8, 20209, 2022 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. At the close of business on the Record Date, there were 42.452,05340,652,607 shares of EnerSys common stock outstanding, each of which will be entitled to one vote at the Annual Meeting.

Quorum

The presence, virtually or by proxy, of stockholders entitled to cast at least a majority of the votes that all stockholders are entitled to cast will constitute a quorum at the Annual Meeting. Proxies received but marked as abstentions and brokernon-votes will be included in the calculation of the number of votes considered to be present at the Annual Meeting for purposes of determining the presence of a quorum.

Tabulation of Votes

Our bylaws provide for majority voting procedures for the election of directors in an election where the number of director nominees does not exceed the number of directors to be elected (an “uncontested election”). In an uncontested election, to be elected, a director nominee must receive more “for” than “against” votes cast by the holders of shares of our common stock present virtually or represented by proxy at the meeting and entitled to vote on the election of directors (a “majority vote”). In an election where the number of director nominees exceeds the number of directors to be elected, directors are elected by a plurality vote, which means that the director nominees receiving the most votes cast by the holders of shares of our common stock present virtually or represented by proxy at the meeting and entitled to vote on the election of directors will be elected, regardless of the number of votes cast in favor of each director nominee. The election of directors at this Annual Meeting is an uncontested election. A nominee holding shares in street name does not have discretionary voting power with respect to the election of directors and may not vote shares unless the nominee receives voting instructions from the beneficial owner.If your shares are held by a broker, it is important that you provide instructions to your broker so your vote is counted in the election of directors.Abstentions and brokernon-votes will not constitute or be counted as “votes” cast for purposes of Proposal 1.

If an incumbent director receives more “against” than “for” votes, in accordance with our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee of our Board of Directors will consider such director’s contingent resignation and recommend to the Board of Directors the action to be taken. The Board of Directors will act on such recommendation and publicly disclose its decision and the rationale behind such decision within 90 days from the date of the certification of the election results.

The ratification of the appointment of Ernst & Young LLP, as EnerSys’ independent registered public accounting firm for the fiscal year ending March 31, 2021,2023, requires the affirmative vote of the holders of a majority of the shares represented and entitled to vote at the Annual Meeting. With respect to this matter, abstentions will have the same effect as voting against such proposal, and brokernon-votes, if any, will not constitute or be counted as “votes” cast for purposes of such proposal.

The affirmative vote of the holders of a majority of shares of our common stock, present virtually or represented by proxy and entitled to vote, is required for approval with respect to the advisory vote to approve our named executive officer compensation. An abstention is treated as present and entitled to vote and therefore has the effect of a vote against the advisory vote on executive compensation. A nominee holding shares in street name does not have discretionary voting power with respect to this proposal and may not vote shares unless the nominee receives voting instructions from the beneficial owner. Additionally, a brokernon-vote will not constitute or be counted as “votes” cast for purposes of the advisory vote to approve our named executive officer compensation.

Although the advisory votesvote to approve our named executive officer compensation and the frequency of future votes to approve executive compensation areis non-binding, as provided by law, the Compensation Committee of our Board of Directors will review the resultsresult of the vote and take themit into account in making a determination concerning executive compensation. For information regarding the Compensation Committee’s views in connection with the results of the 20192021 non-binding advisory vote of stockholders to approve executive compensation, see the discussion beginning on page .28.

If any other matters are properly presented for consideration at the meeting, including, among other things, consideration of a motion to adjourn the meeting to another time or place, the persons named in the proxy card will have discretion to vote on those matters according to their best judgment to the same extent as the person signing the proxy would be entitled to vote. At the date of this proxy statement, we do not anticipate that any other matters will be raised at the Annual Meeting.

Attendance at the Annual Meeting

AdmittanceVirtual admittance to the Annual Meeting will be limited to stockholders as of close of business on the Record Date, their authorized representatives and guests of EnerSys. A list of stockholders will be available at the annual meeting. To be admitted to the Annual Meeting, you must register for the meeting no later than 5:00 p.m.9:59 a.m. (Eastern Time) on July 28, 2020,August 4, 2022, the registration deadline. Upon registering for the Annual Meeting, you will receive an email with additional information related to the virtual meeting. You can do so by entering the control number found on the proxy card or voting instruction form that accompanied your previously distributed proxy materials when requested by way of the Annual Meeting platform. Upon registering for the Annual Meeting, you will receive an email with additional information related to the virtual meeting, including your unique links that will allow you to access the meeting and to submit questions in advance of the meeting. Additional instructions on how to access and navigate attendance at the Annual Meeting can be found on our website atinvestor.enersys.com.

Asking and/or Submitting Questions During the Annual Meeting

Our virtual Annual Meeting will allow stockholders to submit questions before the meeting, during the entirety of the registration period, and additionally again in real time live during the Annual Meeting. During the designated question and answer period at the Annual Meeting, we will respond to appropriate questions submitted by stockholders.

We will answer as many stockholder-submitted questions as time permits, with the exception of any questions that are irrelevant to the purpose of the Annual Meeting or our business or that contain inappropriate or derogatory references that are not in good taste. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. Any questions that we are unable to address during the Annual Meeting will be answered following the meeting.

Requesting Technical Support for the Virtual Meeting Platform

We encourage you to access the Annual Meeting platform prior to the start time and allow ample time to log into the virtual Annual Meeting and test your computer system. If you have any questions, including with registration for attendance at the Annual Meeting, or need technical assistance, please call Mediant Communications Inc., which we refer to as “Mediant,” at (888) 464-5457. Mediant will have technicians ready to assist stockholders with any difficulties accessing the Annual Meeting. If you encounter any difficulties accessing or participating in the Annual Meeting following registration, please call the technical support number that will be listed in the Annual Meeting access email that pre-registered stockholders will receive approximately one hour prior to the start of the Annual Meeting.

Our Annual Meeting platform (www.proxydocs.com/ENS) and the Investor page of our website (investor.enersys.com) have both been updated accordingly with a set of detailed instructions regarding how to ask questions and obtain technical support. You can also e-mail the Company at investorrelations@enersys.com or call Investor Relations at (610) 236-4040 with any additional questions before the Annual Meeting.

General

Our certificate of incorporation provides that the Board of Directors shall consist of not less than three or more than eleven members, as fixed by the Board of Directors from time to time. The certificate of incorporation also divides the Board into three classes, with each class to be as nearly equal in number as possible. The members of each class will serve for a staggered, three-year term. Upon the expiration of the term of a class of directors, nominees for directors in that class will be considered for election for three-year terms at the annual meeting of stockholders in the year in which the term of directors in that class expires.

Our Board of Directors set its size at 10nine members, divided into three classes. The classes are currently composed of the following directors:

OurIn accordance with our Corporate Governance Guidelines, prohibit there-election of a continuingno director once such directorwho has reached the age of 75. Both of Messrs. Lehman and Marlo will retire from the Board following the Annual Meeting.

As a result of the vacancies created by the retirement of Messrs. Lehman and Marlo from our Board of Directors, with the assistance of a third party search firm and based upon the recommendation of the Nominating and Corporate Governance Committee, our Board of Directors has appointed and75 may be nominated Ms. Caroline Chan and Mr. Steven M. Fludder to the Board of Directors, to serve as Class I directors immediately following the Annual Meeting.for re-election.

Director Nominees of the Board of Directors

Based on the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has unanimously nominated each of Ms. Chan,Messrs. Hoffen, Shaffer and Messrs. Fludder and TufanoVargo for election as Class IIII directors of EnerSys. Mr. TufanoEach director nominee currently serves as a director of EnerSys, and each of Ms. Chan and Messrs. Fludder and Tufano has consented to being named in this Proxy Statement and to serve, if elected. Each of the directors elected at the Annual Meeting will hold office until the 20232025 annual meeting of stockholders or until the earlier of their resignation or their successors are duly elected and qualified. If any of the nominees become unable to accept their nomination or election, the persons named in the proxy may vote for a substitute nominee selected by the Board of Directors. Our management, however, has no present reason to believe that any Class IIII nominee will be unable to serve as a director, if elected.

BOARD OF DIRECTORS AND DIRECTOR NOMINEES

The following table setstables set forth certain information with respect to our directors and our director nominees as of the date of this Proxy Statement:

Our directors and director nominees collectively possess the expertise, leadership skills, and diversity of experiences and backgrounds to oversee the execution of the Company’s growth strategy and protect long-term stockholder value, which qualifications are summarized below. More detailed information about each director and director nominee can be found under their respective biography.

(2)

Name

Executive Leadership

Character / Integrity

Industry / Manufacturing

Scientific / Technology

Global / International

Accounting / Financial

Environmental

Arthur T. Katsaros

Caroline Chan

Hwan-yoon F. Chung

Steven Fludder

Howard I. Hoffen

Gen. Robert Magnus

David M. Shaffer

Paul J. Tufano

Ronald P. Vargo

Career Highlights: Mr. Katsaros has been a Director of EnerSys since July 2005 and the Independent Non-Executive Chair of the Board of Directors since May 2016. Mr. Katsaros was the Group Vice President—Development and Technology of Air Products and Chemicals, Inc. from 2002 and until his retirement in April 2007. From 1996 through 2002, he was Group Vice President of Engineered Systems and Operations of Air Products.

Board Experience: Mr. Katsaros serves as the Chairman of CDG Environmental, LLC, a manufacturer of supply systems for water treatment, a position he has held since 2009.

Skillsand Qualifications:Mr. Katsaros’ experience qualifying him for service as a member of the Board of Directors includes over fifteen years’ experience in executive positions with a global manufacturer, in charge of international business and operations, such as manufacturing, engineering, information technology and research and development. His background and his experience as a member of our Board of Directors qualifies him to serve as Independent Non-Executive Chair of the Board. Mr. Katsaros received a Bachelor of Science degree in Chemical Engineering from Worcester Polytechnic Institute and a Master of Business Administration from Lehigh University. He also completed the Advanced Management Program at Harvard University’s Graduate School of Business.

Career Highlights:Ms. Chan has been a Director of EnerSys since 2020. Since 2018, Ms. Chanshe has been the Vice President and General Manager of the Network Business Incubator Division at Intel Corporation, whose shares are listed on The NASDADNASDAQ Stock Market. SheMs. Chan has held numerous other positions with Intel, such as Vice President and General Manager of the 5G Infrastructure Division (from 2017 through 2018), Sr. Director of the 5G Infrastructure Division (from 2016 to 2017), Director of Wireless Technology and Strategy (from 2010 to 2016), and Director of Strategy Business Development, Wireless Program Office (from 2009 through 2010).

Board Experience:Since 2017, Ms. Chan has served as a director of Telecom Infra Project, anon-profit membership organization focused on progress and developments in all facets of the telecom industry.

Skills and Qualifications:Ms. Chan’s strategic planning expertise, especially as it relates to 5G and wireless infrastructure and market development, makes her an invaluable contributor to the Board. Ms. Chan received her Bachelor of Science degree in Electrical and Computing Engineering from the University of Texas and her Master of Science degree in Electrical and Computing Engineering from the University of Massachusetts.

Career Highlights:Mr. Chung has been a Director of EnerSys since February 2006. He is the Managing Director of DCP Capital, a private equity firm, since August 2017. From December 2015 to August 2017, he was the Senior Vice President—Corporate Finance of Hudson’s Bay Company, a department store operator. From November 2012 through December 2015, he was President and Chief Executive Officer of Allied Resource Company, a privately held investment company with interests in businesses that deploy proprietary industrial-scale technologies to recycle waste, reduce pollutants and other emissions. Prior thereto, Mr. Chung was a Principal of Metalmark Capital LLC, a private equity firm since its inception in 2004 until 2012.

Board Experience:Mr. Chung currently serves as a Director of several privately held businesses, including MFS Technology a flexible printed circuit board manufacturer, Shape Technologies Group, a leading ultrahigh-pressure pump manufacturer, and Orgain, Inc., a nutritional foods company. Mr. Chung also served as a Director of Shape Technologies Group, a leading ultrahigh-pressure pump manufacturer, from 2019 to 2020, and PURAGLOBE, a leading used oil recycling technology company, from 2013 to 2017.

Skills and Qualifications:The financial acumen and environmental experience that Mr. Chung obtained through his private equity background were attributes important in qualifying him for service as a member of the Board of Directors, and a member and financial expert to the Audit Committee. Mr. Chung received his Bachelor of Arts in Philosophy from the College of Arts and Sciences of the University of Pennsylvania, and his Bachelor of Science degree in Economics from the Wharton School of Business of the University of Pennsylvania. The financial acumen that Mr. Chung obtained through his private equity experiences were attributes important in qualifying him for service as a member of the Board of Directors, and a member and financial expert to the Audit Committee.

Career Highlights: Ms. Connors has been a Director of EnerSys since August 2017. In 2011, she founded and is Chairwoman and Chief Executive Officer of Pine Grove Holdings, LLC, a woman and minority-owned business that acquires lower middle market companies with a high engineering and service component. The investments are primarily focused in power generation, specialty logistics and transportation, SAAS and advanced materials. From 2008 through 2011, Ms. Connors was the President and Chief Executive Officer of Atkore International, which was formerly a division of Tyco International. Prior to that, she was a senior executive at Eaton Corporation, Ford Motor Company and Chrysler Corporation in various global business leadership and profit and loss management roles. She has lived and worked in the USA, Europe and Asia-Pacific.

Board Experience: Since May 2020, Ms. Connors has served as an independent director of Baker Hughes Company, an international industrial service company and one of the world’s largest oil field service companies whose shares are listed on the New York Stock Exchange. Since April 2020, she serves as non-executive director at the board of Case New Holland Industrial, a global leader in the capital goods sector that produces and sells agricultural and construction equipment, trucks, commercial vehicles, buses and specialty vehicles, and whose shares are traded on the New York Stock Exchange. Since December 2017, she has been an independent director of Delphi Technologies PLC, the powertrain leader of technologies and software to enable next-generation advanced vehicle propulsion systems for global customers, taking advantage of the industry move to electrification whose shares are listed on the New York Stock Exchange. And since December 2009, she has been an independent director of Boston Scientific Corporation, a worldwide developer, manufacturer and marketer of medical devices whose shares are listed on the New York Stock Exchange. Ms. Connors formerly served as a director for Echo Global Logistics, Inc., from April 2013 to February 2020, Atkore from December 2010 to June 2011, Blount International Inc. from March 2012 to April 2016, Clarcor Corporation from April 2016 to February 2017, Vesuvius plc from March 2013 to September 2016, and as a Class B Director of the Federal Reserve Bank of Chicago from 2011 to 2017.

Skills and Qualifications: Ms. Connors holds a Bachelor of Science and a Master of Science degree in Mechanical Engineering from the University of Dayton with post- graduate studies at the University of Tokyo in International Finance and Economics. Her financial acumen and public company experiences, as well as her global experience in areas of operations, quality, engineering and business strategy were attributes important in qualifying her for service as a member of our Board of Directors, as a member of the Compensation Committee, and as a member and financial expert to the Audit Committee.

Career Highlights:Mr. Hoffen has been a Director of EnerSys since it became publicly traded in July 2004. He is currently the Chairman, Chief Executive Officer, and a Partner of Metalmark Capital LLC. Mr. Hoffen was a founding member of Metalmark in 2004 and served as Chairman and Chief Executive Officer of Morgan Stanley Capital Partners from 2001 to 2004, after having performed various roles in the private equity group since he joined Morgan Stanley in 1985.

Board Experience:FromOctober 2019 to September 2021, Mr. Hoffen served as Chairman of Amplitude Healthcare Acquisition Corp., a biotechnology company in hematopoietic stem cell transplantation, whose shares are listed on The NASDAQ Stock Market. He served as a Director of Pacific Coast Energy Holdings LLC, the general partner of Pacific Coast Oil Trust, whose trust units are listed on The New York Stock Exchange from 2008 to September 2019, and as a Director of Jones Energy Inc., an independent oil and gas company whose shares are listed on The New York Stock Exchange, from 2009 to May 2017. He is also a Director of several private companies and serves on the Board of Visitors of The Fu Foundation School of Engineering and Applied Sciences at Columbia University.

Skills and Qualifications: Mr. Hoffen received his Master of Business Administration degree from Harvard Business School and his Bachelor of Science degree from Columbia University. Through Mr. Hoffen’s experience in private equity and service on other corporate boards, he has dealt with a wide range of issues including audit and financial reporting, risk management, executive compensation and strategic planning.

Career Highlights:Gen. Magnus has been a Director of EnerSys since July 2008. Gen. Magnus served as the Assistant Commandant of the U.S. Marine Corps from 2005 to 2008. He retired from the U.S. Marine Corps in 2008 after over 38 years of distinguished service. Gen. Magnus’ operational assignments included Commander, Marine Corps Air Bases Western Area and Deputy Commander, Marine Forces Pacific. Gen. Magnus’ staff assignments included Chief, Logistics Readiness Center, Joint Staff; Executive Assistant to the Director of the Joint Staff; Head, Aviation Plans and Programs Branch; Assistant Deputy Chief of Staff for Aviation; Assistant Deputy Commandant for Plans, Policies, and Operations; and Deputy Commandant for Programs and Resources.

Board Experience:Since 2020, Gen. Magnus has served as a Director of Marine Biology & Environmental Technologies, LLC, a sustainable marine and animal plant technology company. He ispreviously served as the Chairman of the Board of Directors of Elbit Systems of America, LLC, a provider of defense, homeland security, commercial aviation and medical products and solutions, as well as aircraft maintenance, repair and overhaul services, and servesfrom March 2011 through December 2020. He also served as a Director of All My Sons Moving and Storage, a provider of moving services. He previously servedservices, from 2018 through 2021, and as a Director of Augusta Westland NA, a subsidiary of Italy’s Finmeccanica, a producer of advanced helicopters, from June 2009 to March 2016, and a Director of Fairway Group Holdings Corp, which is a provider of specialty grocery products and whose shares were listed on The NASDAQ Stock Market, from February 2014 until July 2016.

Skills and Qualifications:Gen. Magnus’ extensive financial management experience and responsibilities for peacetime and wartime programs and budgets for the U.S. Marine Corps, as well as his experience with environmental business, qualifies him for service as a member of our Board of Directors, member of the Compensation Committee, and Chair of the Nominating and Corporate Governance Committee. Gen. Magnus received his Bachelor of Arts degree in history from the University of Virginia and his Master of Business Administration degree from Strayer College. His formal military education included Naval Aviator Training, U.S. Marine Corps Command and Staff College, and the National War College. Gen. Magnus’ personal decorations included two Distinguished Service Medal awards, the Defense Superior Service Medal, Legion of Merit, and Navy Achievement Medal. Gen. Magnus’ extensive financial management experience and responsibilities for peacetime and wartime programs and budgets for the US Marine Corps qualifies him for service as a member of our Board of Directors.

Career Highlights: Mr. Marlo has been a Director of EnerSys since August 2004. Mr. Marlo is Managing Director of Sanctuary Group LTD, a financial and executive advisory firm located in Malvern, Pennsylvania and Vero Beach, Florida. Mr. Marlo served as an Executive Vice President of Sovereign Bancorp, Inc. (now Santander Holdings USA, Inc.) from June 2004 through April 2009, and as Chief Risk Management Officer of Sovereign Bancorp, Inc. from April 2001 through June 2004. Mr. Marlo joined Sovereign in February 1998 as the President of the Pennsylvania Division of Sovereign Bank and was appointed Chief Financial Officer and Treasurer of Sovereign in May 1998, serving in that capacity through April 2001. Prior thereto, Mr. Marlo served as President and Chief Executive Officer of ML Bancorp Inc., a predecessor company of Sovereign Bancorp, Inc., and as a partner with KPMG, LLP.

Board Experience: Mr. Marlo served on the Board of Directors of the Federal Home Loan Bank of Pittsburgh, a government sponsored enterprise, from November 2002 through December 2013, serving as its Chairman from January 2010 through December 2011. He is also a member of the Board of Directors of the Lankenau Medical Center Foundation, a foundation supporting anon-profit medical center in Wynnewood, Pennsylvania, and is immediate past Chairman of the Board of Trustees at Harcum College in Bryn Mawr, Pennsylvania and currently continues to serve on the Board of Trustees. Mr. Marlo is also a Director of the United Way Foundation of Indian River County Inc., a nonprofit organization supporting philanthropy, voluntarism and grant making in the County of Indian River, Florida. He was formerly a Director of Main Line Health Real Estate, L.P., an entity which holds certain real estate of the Main Line Health System.

Skills and Qualifications: Mr. Marlo completed the Graduate School of Community Bank Management at the University of Texas at Austin and received his Bachelor of Science degree in Accounting from La Salle University. He is a certified public accountant and a chartered global management accountant. Through Mr. Marlo’s extensive financial experience and other activities, he has dealt with a wide range of issues including audit and financial reporting, risk management, executive compensation and strategic planning. These experiences qualify him as a member of our Board of Directors, a member and financial expert of the Audit Committee, and to serve on each of the Compensation and Nominating and Corporate Governance Committees.

Career Highlights:Mr. Shaffer has been a Director of EnerSys and has served as our President and Chief Executive Officer since April 2016. Prior thereto, he served as President and Chief Operating Officer since November 2014. From January 2013 through October 2014 he served as our President—EMEA.President-EMEA. From 2008 to 2013, Mr. Shaffer was our President—Asia.President-Asia. Prior thereto he was responsible for our telecommunications sales in the Americas. Mr. Shaffer joined the Company in 2005 and has worked in various roles of increasing responsibility in the industry since 1989.

Board Experience:Mr. Shaffer is a Director of several EnerSys subsidiaries and is presently not a member of any outside boards.

Skills and Qualifications:Mr. Shaffer received his Master of Business Administration degree from Marquette University and his Bachelor of Science degree in Mechanical Engineering from the University of Illinois. Mr. Shaffer’s educational, manufacturing and sales background andcombined with a broad range of leadership experience in various aspects of our business globally, are attributes that qualify him for service as a member of our Board of Directors.

Career Highlights:Mr. Tufano has been a Director of EnerSys since April 2015. HeFrom September 2016 until March 2019, he was President and Chief Executive Officer of Benchmark Electronics, Inc., a global provider of electronics contract manufacturing services and integrated engineering design and test services, whose shares are listed on The New York Stock Exchange, from SeptemberExchange. From February 2016 untilthrough March 2019, andMr. Tufano also served as a member of its Board of Directors since February 2016.Directors. From December 2008 through September 2013, Mr. Tufano served as Chief Financial Officer of the Alcatel-Lucent Group, a telecommunications company, whose shares arewere listed on The New York Stock Exchange and the Paris Stock Exchange, from 2008 through 2013.Exchange. In September 2012,January 2013, in addition to his Chief Financial Officer responsibilities, he was named Chief Operating Officer. Before joining Alcatel-Lucent, Mr. Tufano served as Executive Vice President and Chief Financial Officer of Solectron Corporation, an electronics manufacturing company for original equipment manufacturers, from January 2006 to October 2007 and as Interim Chief Executive Officer from February 2007 to October 2007. Prior to joining Solectron, Mr. Tufano was President and Chief Executive Officer at Maxtor Corporation, a manufacturer of computer hard disks, from February 2003 to November 2004. Previously, he served as Executive Vice President and Chief Operating Officer from April 2001 and as Chief Financial Officer from July 1996 at Maxtor Corporation. From 1979 until he joined Maxtor Corporation in 1996, Mr. Tufano held management positions in finance and operations at International Business Machines Corporation (IBM), a technology and consulting company.

Board Experience:Mr. Tufano has been a Director of Teradyne, Inc., a supplier of automation equipment for test and industrial application whose shares are listed on The New York Stock Exchange, since March 2005, and was appointed as Chair of its Board of Directors in May 2021. He served on the Board of Directors of Benchmark Electronics, Inc., as discussed above.

Skills and Qualifications:Mr. Tufano’s experience qualifying him for service as a member of our Board of Directors includes expertise garnered from service as a former senior executive, including holding the positions, at times, of Chief Executive Officer or Chief Financial Officer, of several public manufacturing companies involving complex technologies. This experience qualifies him to serve as a member and a financial expert to the Audit Committee, and as Chairperson of the Compensation Committee.Mr. Tufano holds a Bachelor of Science degree in Economics from St. John’s University and a Master of Business Administration, Finance, Accounting and International Business degree from Columbia University. Mr. Tufano’s experience qualifying him for service as a member of our Board of Directors includes expertise garnered from service as a former senior executive, including Chief Financial Officer, of several public manufacturing companies involving complex technologies. This experience qualifies him to serve as Chairperson and a financial expert to the Audit Committee.

Career Highlights:Mr. Vargo has been a Director of EnerSys since August 2017. Mr. Vargo served as Executive Vice President and Chief Financial Officer of ICF International, Inc., a global consulting and technology services company whose shares are listed on The NASDAQ Stock Market, from April 2010 to May 2011. Prior to joining ICF, he served as the Executive Vice President and Chief Financial Officer of Electronic Data Systems (“EDS”), a global technology services company, and served as a member of the EDS Executive Committee. Mr. Vargo joined EDS as Vice President and Treasurer in 2004 and was promoted to Chief Financial Officer in 2006. Before joining EDS, he was employed from 1991 to 2003 by TRW, Inc., a global manufacturing and service company strategically focused on providing products and services with a high technology or engineering content to the automotive, space and defense markets. While at TRW, Mr. Vargo served in the positions of Vice President of Investor Relations and Treasurer and Vice President of Strategic Planning and Business Development. He began his career with General Electric in 1976 and also served in numerous leadership positions at BP plc and the Standard Oil Company, which was acquired by BP.

Board Experience:Since 2012, Mr. Vargo has served as a Director of Ferro Corporation, a leading supplier of technology based functional coatings and color solutions, whose shares are listed on The New York Stock Exchange, since 2009 and has served as a Director of EPAM Systems, Inc., a global provider of product development and software engineering solutions, whose shares are tradedlisted on The New York Stock Exchange, since 2012.Exchange. From 2009 through its acquisition in April 2022, he served as a Director of Ferro Corporation, a leading supplier of technology based functional coatings and color solutions, whose shares were listed on The New York Stock Exchange.

Skills and Qualifications:Mr. Vargo’s financial acumen and broad leadership experiences in technology and engineering in global markets qualify him for service on the Board of Directors, and as the Chair and a financial expert of the Audit Committee, and member of the Compensation Committee. Mr. Vargo holds a Master of Business Administration degree in Finance and General Management from Stanford University and a Bachelor of Arts degree in Economics from Dartmouth College. Mr. Vargo’s financial acumen and broad experiences in technology and engineering in global markets qualify him for service on the Board of Directors and as a member and financial expert of the Audit Committee and member of the Nominating and Corporate Governance Committee.

Independence of Directors

Our Board of Directors determined that all directors, with the exception of Mr. Shaffer, are independent from EnerSys and our management under the listing standards of The New York Stock Exchange (“NYSE”). The Board considered the NYSE standards, the fact that there were no transactions or arrangements between the directors and EnerSys, other than the consideration for serving as a director, and all other relevant facts and circumstances in making these independence determinations and concluded that there were no material relationships between any of our directors and EnerSys.

There are no familial relationships among our directors or executive officers.

Access to Corporate Governance Documents

Our corporate governance information and materials, including our Corporate Governance Guidelines, charters of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, and Code of Business Conduct and Ethics, are available on the Investors page of our website atwww.enersys.comor atinvestor.enersys.com, and any stockholder may obtain printed copies of these documents by writing to Investor Relations at: EnerSys, 2366 Bernville Road, Reading, Pennsylvania 19605, bye-mail at:investorrelations@enersys.comor by calling Investor Relations at(610) 236-4040. Information contained on the website is not incorporated by reference or otherwise considered part of this Proxy Statement.

Committees of our Board of Directors

Our Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee, each of which has the composition and responsibilities described below. The Board of Directors has determined that each committee member is independent under the NYSE listing standards. Our Board of Directors, from time to time, may establish other committees.

Audit Committee

Since August 15, 2017,5, 2021, Messrs. Chung, Marlo,Fludder, Tufano (Chairperson), and Vargo and(Chair) have served as members of our Audit Committee. Prior thereto from July 30, 2020, former director Ms. Connors, haveas well as directors Messrs. Chung, Fludder, Tufano and Vargo (Chair) served as members of our Audit Committee. For fiscal year 2020,2022, the Board of Directors appointed each of Messrs. Chung, Marlo,Fludder, Tufano, and Vargo and Ms. Connors as an “audit committee financial expert,” as such term is defined in rules promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board of Directors determined that Messrs. Chung, Marlo, Tufano, and Vargo, and Ms. Connors areeach member of the Audit Committee is an independent directorsdirector under the NYSE listing standards and the SEC rules and regulations applicable to audit committees and financially literate in accordance with the NYSE listing standards.

Our Audit Committee held a total of 6four (4) meetings during the fiscal year ended March 31, 2020.2022.

The Audit Committee is responsible for:

For additional information, see “Audit Committee Report” herein and the Audit Committee Charter, which is available on the Investors page of our website atwww.enersys.comorinvestor.enersys.com.

Compensation Committee

Since August 15, 2017, Messrs. Lehman (Chairperson), Marlo, and Tufano,5, 2021, Ms. Chan, Gen. Magnus, Mr. Tufano (Chair) and Ms. ConnorsMr. Vargo, have served as members of the Compensation Committee.

Prior thereto, from July 30, 2020, former Directors Ms. Connors, Mr. Lehman (Chair) and Mr. Marlo, as well as directors Mr. Tufano and Gen. Magnus had served as members of the Compensation Committee. This Committee held a total of 4four (4) meetings induring the fiscal year ended March 31, 2020.2022.

The Compensation Committee is responsible for:

More specifically, the Compensation Committee has sole authority to set the base salaries and approve equity-based and incentive-based compensation for our named executive officers. It engages its own independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”), to review the compensation levels of executives at our peer group companies and assess total compensation and make recommendations about changes in the compensation of our executives, including incentive and equity plan structure and performance goals. The consultant works with management on behalf of the Compensation Committee on matters under the Committee’s purview but provides no services to management or the Company other than its work for the Committee. The Compensation Committee also considers recommendations from our CEO with respect to the base salary of our other named executive officers. The Compensation Committee utilizes a similar methodology, including advice from its consultant on compensation levels and structure, for recommendingnon-employee director compensation and meeting fees, which are subject to Board approval.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee (i) was, during fiscal year 2020,2022, or had previously been an officer or employee of EnerSys or our subsidiaries nor (ii) had any direct or indirect material interest in a transaction of EnerSys or a business relationship with EnerSys, in each case that would require disclosure under the applicable rules of the SEC. No other interlocking relationship existed between any member of the Compensation Committee or an executive officer of EnerSys, on the one hand, and any member of the compensation committeeCompensation Committee (or committee performing equivalent functions, or the full board of directors) or an executive officer of any other entity, on the other hand, requiring disclosure pursuant to the applicable rules of the SEC.

Nominating and Corporate Governance Committee

Since August 15, 2017,5, 2021, Ms. Chan, Mr. Fludder, Mr. Hoffen and Gen. Magnus (Chairperson) and Messrs. Hoffen, Marlo and Vargo(Chair) have served as members of the Nominating and Corporate Governance Committee.

Prior thereto since July 30, 2020, Ms. Chan, former Director Ms. Connors (Chair), Mr. Fludder, Mr. Hoffen and Gen. Magnus had served as members of the Nominating and Corporate Governance Committee. The Committee held a total of 6four (4) meetings induring the fiscal year ended March 31, 2020.2022.

The responsibilities of the Nominating and Corporate Governance Committee include the following:

Technology Advisory Committee

In October 2020, the Board approved the formation of the EnerSys Technology Advisory Committee. The Technology Advisory Committee acts as an advisory committee composed of both members of the Board and management, concerning matters of technology, research and development in support of the overall business strategy of the Company. Directors Caroline Chan, Steven Fludder and David Shaffer each serve as a member of the Technology Advisory Committee, along with other members of management, which held a total of four (4) meetings during the fiscal year ended March 31, 2022.

Process for Selection of Director Nominee Candidates

The Nominating and Corporate Governance Committee is charged with reviewing the composition of the Board of Directors and refreshing it as appropriate. With this in mind, the nominating and Corporate Governance Committee continuously reviews potential candidates and recommends nominees to the Board of directors for approval.

The Board of Directors takes a thoughtful approach to its composition to maintain alignment with our evolving corporate strategy. We believe our board composition strikes a balanced approach to director tenure and allows the Board of Directors to benefit from a mix of newer directors who bring fresh perspectives and seasoned directors who bring continuity and a deep understanding of our complex business.

The Nominating and Corporate Governance Committee believes that the minimum qualifications for serving as a director of EnerSys are that a candidate demonstrate, by significant accomplishments in his or her field, an ability to make a meaningful contribution to the Board of Directors’ oversight of the business and affairs of EnerSys and have an impeccable record and reputation for honest and ethical conduct in his or her professional and personal activities. In addition, the Nominating and Corporate Governance Committee considers the following characteristics in reviewing director candidates:

In addition to these requirements, the Nominating and Corporate Governance Committee will also evaluate, in the context of the Board’s needs, whether the nominee’s skills are complementary to the existing Board members’ skills, and assess any material relationships with EnerSys or third parties that might adversely impact independence and objectivity, as well as such other criteria as the Nominating and Corporate Governance Committee determines to be relevant at the time. Except as described above, the Board and the Nominating and Corporate Governance Committee do not maintain a formal diversity policy, however, diversity is one of many factors considered in the nomination of our directors.

The Nominating and Corporate Governance Committee, Committee Chairperson and/or our Chief Executive Officer interview director nominee candidates that meet the criteria, and the Nominating and Corporate Governance Committee selects candidates that best suit the Board’s needs. We may from time to time hire an independent search firm to help identify and facilitate the screening and interview process of director candidates.

Stockholders may recommend qualified persons for consideration by the Nominating and Corporate Governance Committee. Stockholders making a recommendation must submit the same information as that required to be included by us in our Proxy Statement with respect to nominees of the Board of Directors. The stockholder recommendation should be submitted in writing, addressed to EnerSys at 2366 Bernville Road, Reading, Pennsylvania 19605, Attn: Joseph G. Lewis, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary.

The Nominating and Corporate Governance Committee’s evaluation process does not vary based on whether or not a candidate is recommended by a stockholder. The Nominating and Corporate Governance Committee will also review the performance as a director of any person already serving on the Board of Directors of EnerSys in determining whether to recommend that the Director bere-nominated.

Board Leadership Structure

For fiscal year 2020,2022, the Board of Directors maintained a leadership structure that separatescontinues to separate the ChairmanChair and Chief Executive Officer roles by appointing aan Independent Non-Executive ChairmanChair of the Board. Given its governance structure, the Board of Directors determined that the optimal structure for the Company at this time is to leave the role of Lead Director vacant, in lieu of appointing both aan Independent Non-Executive ChairmanChair of the Board and a Lead Director (as described below).

The Board had created the position of Lead Director to strengthen Board oversight. The Lead Director must be anon-management director and must be deemed independent by the Board of Directors. The Lead Director works with the Independent Non-Executive ChairmanChair to approve Board agendas and schedules, advises on the quality, quantity and timeliness of information provided by management to the Board, and acts as a liaison between the independent directors and the Independent Non-Executive ChairmanChair of the Board. In the absence of the Independent Non-Executive Chairman,Chair, the Lead Director also chairs executive sessions of the independent directors not attended by management. The Board has established procedures for determining whichnon-management director will serve as the Lead Director. The Lead Director is designated by the Board of Directors.

compensation plans, including employee benefit plans, reviewing and retaining compensation advisers, and considering the results of the non-binding advisory say-on-pay vote and determine what adjustments, if any, are necessary or appropriate for the Company to make to its compensation policies and practices in light of the results of such vote. The Compensation Committee meets regularly with the CLO as well as in separate sessions with the Company’s external compensation consultant to facilitate a full and candid discussion of executive performance and compensation.

The Nominating and Corporate Governance Committee oversees risks related to our overall corporate governance, including Board and committee composition, Board size and structure, director independence, our corporate governance profile and ratings and ESG-related strategies, initiatives and policies. The Committee also is actively engaged in overseeing risks associated with succession planning for the Board and management.

Charters of the Committees of the Board of Directors

The Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee each operate pursuant to a written charter adopted by the Board of Directors. Each Committee reviews its charter at least annually. Copies of the charters are available on the Investors page of our website atinvestor.enersys.comor in print upon request. See “Corporate Governance–Access to Corporate Governance Documents.”

Director Attendance at Board, Committee and Annual Meetings

To ensure that demands on a director’s time will not detract from their ability to serve on our Board of Directors, our Corporate Governance Guidelines provide that non-management directors may not serve on more than four (4) public company boards, inclusive of our Board, and the Chief Executive Officer may not serve on more than two (2) public boards, inclusive of our Board. All members of our Board and the Chief Executive Officer are compliant with these guidelines.

Our Corporate Governance Guidelines also provide that directors are expected to attend meetings of the Board and meetings of the committees on which they serve. During fiscal year 2020,2022, the Board of Directors met a total of 4four (4) times. Each director attended at least 75% of the total number of meetings of the Board and its committees on which the director served during the fiscal year, based on the number of such meetings held during the period for which each person served as a director or on a committee. It is our policy that directors are invited to the Annual Meeting but are not required to attend. Seven (7)Eight (8) members of the Board of Directors attended the 20192021 annual meeting of stockholders.

Executive Sessions ofNon-Management Directors

The Board has established a policy requiringnon-management directors to meet in executive session periodically during the course of each year.

Communications with the Board of Directors

Stockholders and other interested parties, who desire to communicate directly with any member (or all members) of the Board, any Board committee or any chair of any such committee, should submit such communication in writing addressed to the “Independent “Non-Executive ChairmanChair of the Board of Directors” or“Non-Management Directors,” at EnerSys, P.O. Box 14145, Reading, Pennsylvania 19612 or by email to the Independent Non-Executive Chairman of the Board of Directors orNon-Management Directors by going toinvestor.enersys.com, under the link for Governance and Documents and Charters. Communications intended for the full Board of Directors may be submitted in the same manner.

Stockholders, employees and other interested parties who desire to express a concern relating to accounting or auditing matters should communicate directly with our Audit Committee in writing addressed to the “Audit Committee Chair” at EnerSys, P.O. Box 14145, Reading, Pennsylvania 19612 or bye-mailing the Audit Committee by going toinvestor.enersys.com, under the link for Governance and Documents and Charters.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics that is applicable to our Chief Executive Officer, Chief Financial Officer and Controller, as well as our other officers, directors, employees and contractors of EnerSys. ThisThe Code

of Business Conduct and Ethics is available on the Investors page of our website atwww.enersys.comorinvestor.enersys.comor in print upon request. See “Corporate Governance–Access to Corporate Governance Documents.” Any amendment to, or waiver from, thisthe Code of Business Conduct and Ethics for such officers will be disclosed on the Investors page of our website atwww.enersys.comorinvestor.enersys.com.

The 2021 Sustainability Report also places a spotlight on the company’s commitment to local and broader communities through various charitable giving partners.

Human Capital Management     

EnerSys is committed to developing a comprehensive, cohesive, and positive employee experience. We consider talent acquisition, development, engagement, and retention a key driver of our business success. Our Board of Directors, through the Compensation Committee and the Nominating and Corporate Governance Committee, retains oversight of our human capital management process, including demographics, talent development, employee retention, material aspects of employee compensation, as well as diversity and inclusion, recruitment, and compensation efforts. The Nominating and Corporate Governance Committee reports on human capital matters at each regularly scheduled Board of Directors meeting. The most significant human capital measures, objectives and initiatives include the following:

We believe that the amounts and form of compensation and the methods used to determine compensation of ournon-employee directors are important in (i) attracting and retaining directors who are independent, interested, diligent and actively involved in overseeing EnerSys’ affairs and (ii) more substantially aligning the interests of ournon-employee directors with the interests of our stockholders. We did not separately compensate Mr. Shaffer for his service on the Board of Directors for fiscal year 2020.2022.

For fiscal year 2020,2022, our Compensation Committee retained the services of FW Cook, as an independent compensation consultant to the Compensation Committee, to provide competitive data and make recommendations on the compensation of our named executive officers as we describe beginning on page 25,28, as well as to assist the Compensation Committee in evaluating the compensation of ournon-employee directors. The Compensation Committee considers this information, including the applicable peer group data, and ultimately recommends any changes to thenon-employee director compensation program to our Board for its approval. In assessingnon-employee director compensation, we utilize the same peer group that is used for executive compensation and is described in the Compensation Discussion and Analysis section of this Proxy Statement beginning on page 25.28. The Compensation Committee reviews thenon-employee director compensation program annually.

Cash Compensation

The cash elements of thenon-employee director compensation program for fiscal year 2020,2022, which the Compensation Committee recommended, and the Board approved, effective immediately following the 20192021 annual meeting of stockholders, were as follows:

In reviewing thenon-employee director compensation program for fiscal year 2021, the Compensation Committee recommended, and the Board approved, that all elements of thenon-employee director cash compensation program remain unchanged. The annual retainer for theNon-Executive Chairman of the Board will continue to be paid 50% in cash and 50% in deferred stock units, which will be treated in accordance with the description below relating to deferred stock units granted to ournon-employee directors.

Equity Compensation

For fiscal year 2020,2022, eachnon-employee director received an award of deferred stock units, with a grant date fair market value of $135,000.$142,500. Deferred stock units are immediately vested on the date of grant and are payable in shares of our common stock six months after termination of service as a director.

Based ondirector unless payout is otherwise deferred by a director at the Compensation Committee’s recommendation, the Board approved the same form and amount for the directors’ fiscal year 2021 annual equitytime of grant. The number of shares subject to each award will be determined on August 10, 2020, which is the anticipated date of the grant pursuant to our policy on granting equity awards.

We make all equity awards tonon-employee directors under our stockholder-approved equity incentive plan, which we describe on page 32,35, and in accordance with our policy on granting equity awards, which we described on page 35.37. As required under their respective award agreements, we credit directors with any dividend equivalents attributable to such equity awards.

Director Deferred Compensation Plan

Under the EnerSys Voluntary Deferred Compensation Plan forNon-Employee Directors, which we refer to as the “Director Plan,” eachnon-employee director may defer receipt of all or a portion of any cash fees that are payable to the director for service on the Board.

participant is 100% vested with respect to the amounts deferred to the stock unit deferral account. The matching contribution will be in the form of restricted stock units and will vest quarterly over one year from the date the units are credited to the account, except that participants will automatically become 100% vested in their matching contribution upon our change in control. All stock units are payable in shares of our common stock.

Under the Director Plan, ournon-employee directors may also defer receipt of all or a portion of shares payable due to vesting of restricted stock units granted pursuant to the matching contribution discussed above. At a director’s election, the shares otherwise payable, together with any dividends thereon, are credited to a hypothetical bookkeeping account in the director’s name and will be paid to the director in a lump sum at the time specified in the election or, if earlier, upon our change in control or the director’s death.

The Director Plan is a nonqualified deferred compensation plan. As such, the rights of all participants to any deferred amounts represent our unsecured promise to pay and the deferred amounts remain subject to the claims of our creditors.

Stock Ownership Guidelines

We have implemented stock ownership guidelines under which we expect eachnon-employee director to beneficially own shares of our common stock with a value equal to five times the annual Board cash retainer, not including meeting or committee chair fees, paid to such director during the previous fiscal year. The Compensation Committee evaluates stock ownership on an annual basis. We expect each director to attain the investment level no later than five years from the date the director first becomes anon-employee director. Each individual serving as anon-employee director during fiscal year 20202022 has achieved or is on target to achieve the investment level established by the stock ownership guidelines. Ms. Chan and Mr. Fludder will each have five years from their appointment to attain this investment level.

Hedging and Pledging Prohibition

As with our employees, we do not permit ournon-employee directors to hedge their economic exposures to our common stock that they own by engaging in transactions involving puts, calls, or other derivative securities,zero-cost collars, forward sales contracts, or buying on margin or pledging shares as collateral for a loan.

The table set forth below summarizes the compensation that we paid to ournon-employee directors for the fiscal year ended March 31, 2020.2022. None of ournon-employee directors received option awards,non-equity incentive plan compensation, pension, nonqualified deferred compensation, or any other compensation for the fiscal year ended March 31, 2020.2022.

The Audit Committee of the Board of Directors of EnerSys has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2021.2023. No determination has been made as to what action the Audit Committee would take if stockholders do not ratify the appointment.

Ernst & Young LLP conducted the audit of the financial statements of EnerSys and its subsidiaries for the fiscal year ended March 31, 2020.2022. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will be given an opportunity to make a statement if they desire to do so, and will be available to answer appropriate questions from stockholders.

Background

The members of the Audit Committee are currently Directors Paul J. Tufano (Chairperson)Ronald P. Vargo (Chair), Hwan-yoon F. Chung, NeldaSteven M. Fludder and Paul J. Connors, Dennis S. Marlo and Ronald P. Vargo.Tufano. For additional information relating to the members and responsibilities of the Audit Committee, see “Corporate Governance–Committees of our Board of Directors–Audit Committee.”

Responsibility

Management is responsible for the preparation of financial statements and the integrity of the reporting process, including the system of internal and disclosure controls.

The independent auditors are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles in the United States and to express an opinion on the audit of internal control over financial reporting.

The primary responsibilities of the Audit Committee are to select, engage, and compensate our independent auditors and to oversee the financial reporting process on behalf of the Board. It is not the duty of the Audit Committee to prepare financial statements and related disclosures. It is also not the duty of the Audit Committee to plan or conduct audits, or to determine that our financial statements are complete and accurate and in accordance with generally accepted accounting principles in the United States.

Process and Recommendation

In fulfilling its responsibilities, the Audit Committee reviewed and discussed the audited financial statements for the fiscal year ended March 31, 2020,2022, with our management and independent auditors, including a discussion of the quality, not just the acceptability, of the accounting principles as applied in our financial reports, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements. The Audit Committee discussed with our internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee meets with management to discuss disclosure controls and procedures and internal control over financial reporting. The Audit Committee also meets with the internal and independent auditors, with and without our management present, to discuss the results of their examinations and overall quality of our financial reporting. The Audit Committee also reviewed with our CEO and CFO their certification relating to their evaluation of our disclosure controls, the completeness and accuracy of the financial statements and other financial information contained in the Form10-K, and the process followed by the CEO and CFO to assure the truthfulness of such certificate.certification.

The Audit Committee also discussed with the independent auditors, who are responsible for expressing an opinion on the conformity of those financial statements with generally accepted accounting principles, the matters required to be discussed by the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), including PCAOB Auditing Standard No. 1301,Communications with Audit Committees,the rules of the Securities and Exchange Commission, and other applicable regulations. In addition, the Audit Committee has discussed with the independent auditor the firm’s independence from Company management and the Company, including the matters in the letter from the firm required by PCAOB Rule 3526,Communication with Audit Committees Concerning Independence, and considered the compatibility ofnon-audit services with the independent auditor’s independence.

The Audit Committee also reviewed and discussed together with management and the independent auditor the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2020,2022, and the results of management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the independent auditor’s audit of internal control over financial reporting.

Based on the process referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form10-K for the fiscal year ended March 31, 2020.2022.

Fees of Independent Auditors

The following table sets forth the aggregate fees for the fiscal years ended March 31, 2019,2021, and March 31, 2020,2022, incurred for services provided by our independent registered public accounting firm, Ernst & Young LLP.

The Audit Committee considered whether the provision ofnon-audit services by our independent registered public accounting firm for the fiscal year ended March 31, 2020,2022, was compatible with maintaining auditor independence. The Audit Committeepre-approved all fees fornon-audit related services paid to our independent registered public accounting firm for fiscal years 20192021 and 2020.2022.

Audit CommitteePre-Approval of Audit and PermissibleNon-Audit Services by Independent Auditors

The Audit Committeepre-approves all audit and permissiblenon-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has adopted a policy for thepre-approval of services provided by the independent auditors. Under the policy,pre-approval is generally provided for up to one year and anypre-approval is detailed as to the particular service or category of services and is subject to a specific budget. In addition, the Audit Committee may alsopre-approve particular services on acase-by-case basis. For each proposed service, the Audit Committee has received detailed information sufficient to enable the Audit Committee topre-approve and evaluate such service. The Audit Committee has delegatedpre-approval authority to the Chairman of the Committee of up to $100,000, topre-approve permittednon-audit services. Anypre-approval decisions made under this delegated authority are ratified by the Audit Committee at its next scheduled meeting.