DEF 14A of SunPower Inc.
Filed Nov 8, 2024 · FY20230001213900-24-095938
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
PROPOSAL NO. 1 — ELECTION OF DIRECTORS Our business and affairs are managed under the direction of the Board of Directors. The Board of Directors presently has nine members, five of whom are deemed “independent” under the SEC rules and listing standards of The Nasdaq Stock Market LLC (“Nasdaq”). Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. Upon the recommendation of the Nominating and Corporate Governance Committee of our Board of Directors, our Board of Directors has nominated the nine director nominees listed below for election at the Annual Meeting. Each of the director nominees currently serves on the Board of Directors. The current term of all directors will expire at the Annual Meeting when their successors are elected, and the Board of Directors has nominated each of these individuals for a new term that will expire at the 2025 annual meeting of stockholders when their successors are elected.
Nominees for Election for a Term Expiring at the 2025 Annual Meeting of Stockholders
Nominees for Election for a Term Expiring at the 2025 Annual Meeting of Stockholders The table and biographies below provide additional information regarding our nine director nominees. Each nominee is up for election for a term expiring at our 2025 annual meeting of stockholders.
Nominees for Election for a Term Expiring at the 2025 Annual Meeting of Stockholders
| Name | Position | Age | Independent (Y/N) | Director Since | | Thurman J. Rodgers | Executive Chairman, CEO, Director | 76 | N | 2022 | | Antonio R. Alvarez | Director | 68 | N | 2022 | | William J. Anderson | Director | 48 | N | 2022 | | Adam Gishen | Director | 49 | Y | 2023 | | Chris Lundell | Director | 63 | N | 2023 | | Lothar Maier | Director | 69 | Y | 2024 | | Ronald Pasek | Director | 63 | Y | 2023 | | Tidjane Thiam | Director | 62 | Y | 2020 | | Devin Whatley | Director | 55 | Y | 2022 |
Nominees for Election for a Term Expiring at the 2025 Annual Meeting of Stockholders
Thurman J. Rodgers. Thurman J. (T.J.) Rodgers, 76, has served as the Chief Executive Officer of Complete Solaria since April 2024 and as a member of the Complete Solaria Board of Directors since November 2022 and as Executive Chairman since June 2023. Mr. Rodgers founded Cypress Semiconductor in 1982 and served as Cypress’ Chief Executive Officer from 1982 to 2016. Mr. Rodgers currently serves on the boards of other energy-related companies: including Enovix and Enphase Energy Inc. (energy and storage technologies). From 2004 to 2012, he served as a member of Dartmouth’s board of trustees. Mr. Rodgers was a Sloan scholar at Dartmouth, where he graduated in 1970 as the Salutatorian with a double major in Physics and Chemistry. He won the Townsend Prize and the Haseltine Chemistry-Physics Prize as the top physics and chemistry student in his class. Mr. Rodgers holds a master’s degree and a Ph.D. in Electrical Engineering from Stanford University, where he attended on a Hertz fellowship. Antonio R. Alvarez. Antonio R. Alvarez, 68, has served as a member of the Complete Solaria Board of Directors since November 2022. Mr. Alvarez served as the President of Complete Solaria since the merger of Complete Solar and Solaria in November 2022 until March 2023. From 2020 to 2022, Mr. Alvarez served as Solaria’s Chief Executive Officer. Prior to 2020, Mr. Alvarez served in various executive roles at Altierre Corporation, Aptina Imaging, Advanced Analogic Technologies, Leadis Technology and Cypress Semiconductor. Currently, Mr. Alvarez serves on the board of directors of NexGen Power Systems and previously served as a board member of SunEdison, SunEdison Semiconductor, ChipMOS Technology, and Validity Sensors. Mr. Alvarez holds a B.S. and an M.S. in Electrical Engineering from the Georgia Institute of Technology. William J. Anderson. William J. Anderson, 48, served as the Chief Executive Officer of Complete Solaria from November 2022 to December 2023. From 2010 to 2022, he served as the Chief Executive Officer of Complete Solar. From 2007 to 2009, Mr. Anderson served as CEO of Risk Allocation Systems, Inc., a lending platform connecting automobile dealerships and credit unions in order to offer point of sale automobile loans to car buyers. From 2009 to 2010, Mr. Anderson served as Partner at SVE Partners, a boutique consulting firm serving technology start-ups and venture capital investors. Mr. Anderson holds a B.S. in Managerial Sciences from the Massachusetts Institute of Technology and an M.B.A. from the Stanford University Graduate School of Business. Adam Gishen. Mr. Gishen, 49, served as FACT’s Chief Executive Officer from February until the Business Combination in July 2023, and served as one of FACT’s initial board observers. From 2015 to 2020, Mr. Gishen served in several senior roles at Credit Suisse Group AG, including Global Head of Investor Relations, Corporate Communications and Marketing and Branding. Prior to 2015, Mr. Gishen was a partner at Ondra Partners, a financial advisory firm and previous to this worked as a Managing Director at Nomura and at Lehman Brothers in the area of equity capital markets. Mr. Gishen graduated from the University of Leeds. Chris Lundell. Christopher Lundell, 63, has served as a member of the Complete Solaria Board of Directors since November 2023. Mr. Lundell served as the Chief Executive Officer of Complete Solaria from December 2023 to April 2024. Mr. Lundell is the Founder of CMO Grow, a marketing consultancy firm. Prior to that, he was the CMO at Vivint Solar, the President of the Americas at NEXThink, and CMO and COO at Domo. He holds an M.B.A. from Brigham Young University. Lothar Maier. Lothar Maier, 69, as served as a member of the Complete Solaria Board of Directors since November 2024. Mr. Maier served as director of FormFactor Inc, from November 2006 to May 2024. Mr. Maier served as the Chief Executive Officer and a member of the Board of Directors of Linear Technology Corporation, a supplier of high performance analog integrated circuits, from January 2005 to March 2017. Prior to that, he served as Linear Technology’s Chief Operating Officer from April 1999 to December 2004. Before joining Linear Technology, Mr. Maier held various management positions at Cypress Semiconductor Corporation, a provider of high-performance, mixed-signal, programmable solutions, from July 1983 to March 1999, including as Senior Vice President and Executive Vice President of Worldwide Operations. Mr. Maier holds a B.S. in chemical engineering from the University of California at Berkeley. Ronald Pasek. Ronald Pasek, 63, has served as a member of the Complete Solaria Board of Directors since February 2023. Since 2015, Mr. Pasek has served as the chairman of the board of directors of Spectra7 Microsystems Inc., a Canadian publicly-traded consumer connectivity company. From 2016 to 2020, Mr. Pasek was Chief Financial Officer of NetApp. From 2009 until its acquisition by Intel in December 2015, Mr. Pasek served as Senior Vice President, Finance and Chief Financial Officer of Altera Corporation, a worldwide provider of programmable logic devices. Mr. Pasek was previously employed by Sun Microsystems, in a variety of roles including Vice President, Corporate Treasurer and Vice President of worldwide field finance, worldwide manufacturing and U.S. field finance. Mr. Pasek holds a B.S. degree from San Jose State University and an M.B.A. degree from Santa Clara University. Tidjane Thiam. Mr. Thiam, 62, served as a member of the FACT Board and as Executive Chairman of FACT since inception until the Business Combination in July 2023. In 2021, Mr. Thiam was appointed Chairman of Rwanda Finance Limited. He also serves as a Director and Chair of the Audit Committee of Kering S.A., the French luxury group. Mr. Thiam is also a Special Envoy on Covid 19 for the African Union. From 2015 to 2020, Mr. Thiam was Chief Executive Officer of Credit Suisse Group AG. From 2014 to 2019, Mr. Thiam was a Director of 21st Century Fox and served on its Nominating and Corporate Governance Committee. Mr. Thiam previously served at Prudential plc, a global insurance company based on London, as the Group Chief Executive from 2009 to 2015, a Director from 2008 to 2015 and Group Chief Financial Officer from 2008 to 2009. Mr. Thiam holds an M.B.A. from INSEAD and graduated from École Nationale Supérieure des Mines de Paris in 1986 and from École Polytechnique in Paris in 1984. Devin Whatley. Devin Whatley, 55, has served as a member of the Complete Solaria Board of Directors since November 2022. Since 2010, Mr. Whatley has served as the Managing Partner at the Ecosystem Integrity Fund. Mr. Whatley serves as a member of the board of directors of several private companies focused on renewable energy. Mr. Whatley was a CFA Charterholder and holds a B.A. in East Asian Studies with a Business Emphasis from the University of California, Los Angeles and an M.B.A. from the Wharton School at the University of Pennsylvania.
Nominees for Election for a Term Expiring at the 2025 Annual Meeting of Stockholders
| THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NAMED NOMINEES ABOVE |
Board of Directors Diversity
Board of Directors Diversity The Board of Directors Diversity Matrix, below, provides the diversity statistics for our Board of Directors as of the date of this proxy statement. The Board of Directors currently comprises members with substantial experience in the solar industry, corporate management and finance. The Board of Directors believes this approach best suits our needs at this stage for the Company. While the Board of Directors has not identified appropriate candidates, the Board of Directors intends to cause the Company to comply with the Nasdaq diversity rules (and other applicable diversity requirements) by adding qualified persons to the Board of Directors at a later date in accordance with the Nasdaq diversity rules (and other applicable diversity requirements).
Board of Directors Diversity
| Board of Directors Diversity Matrix | | | | | | Total Number of Directors | 9 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | Directors | | 9 | | | | Part II: Demographic Background | | | | | | African American or Black | | 1 | | | | Alaskan Native or Native American | | | | | | Asian | | | | | | Hispanic or Latinx | | 1 | | | | Native Hawaiian or Pacific Islander | | | | | | White | | 7 | | | | Two or More Races or Ethnicities | | | | | | LGBTQ+ | | | | | | Did Not Disclose Demographic Background | | | | |
MANAGEMENT
MANAGEMENT Our directors and executive officers and their ages as of October 25, 2024:
MANAGEMENT
| Name | Age | Position | | Thurman J. Rodgers | 76 | Chief Executive Officer and Director | | Daniel Foley | 47 | Chief Financial Officer | | Antonio R. Alvarez(2) | 68 | Director | | William J. Anderson | 48 | Director | | Adam Gishen(1)(3) | 49 | Director | | Chris Lundell | 63 | Director | | Lothar Maier | 69 | Director | | Ronald Pasek(1)(2)(3) | 63 | Director | | Tidjane Thiam(1) | 62 | Director | | Devin Whatley(2) | 55 | Director |
MANAGEMENT
____________ (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating and Corporate Governance Committee. Biographical information for Mr. Rodgers is included with the director biographies under the section titled “Nominees for Election for a Term Expiring at the 2025 Annual Meeting of Stockholders” above. Daniel Foley. Daniel Foley, 47, has served as the Chief Financial Officer of Complete Solaria since June 2024. From June 2021 to December 2023, Mr. Foley served as the Chief Financial Officer for Common Citizen. From April 2021 to June 2021, Mr. Foley served as the Senior Vice President and Treasurer for TerrAscend. From January 2018 to April 2021, Mr. Foley served as the Vice President of Corporate Finance, Treasury & Investor Relations at Curaleaf. Prior to that, Mr. Foley held senior positions in Corporate Finance and Investor Relations for Station Casinos and MGM MIRAGE. Previous experience includes working as an Investment Analyst at Wall Street Associates and as Vice President of Finance at New Cotai Holdings. Foley began his career as a Senior Associate in Gaming, Lodging & Leisure Equity Research at Bear Stearns. Mr. Foley brings over 25 years of capital markets and finance experience to Complete Solaria, as well as a track record of driving strong financial results, instilling financial and operational discipline, and demonstrating inspirational leadership. Mr. Foley holds an M.B.A. from the University of Southern California and a Bachelor of Science in economics from the University of Utah.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Employment Agreements
Employment Agreements Prior to the Closing of the Business Combination, FACT did not enter into any employment agreements with its executive officers and did not make any agreements to provide benefits upon termination of employment.
Executive Officers and Director Compensation
Executive Officers and Director Compensation No FACT executive officers or directors received any cash compensation for services rendered to FACT. FACT paid its sponsor or an affiliate thereof up to $10,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team and other expenses and obligations of our sponsor. Executive officers and directors, or any of their respective affiliates were reimbursed for any out-of-pocket expenses incurred in connection with activities on FACT’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
Complete Solaria
Complete Solaria Complete Solaria has opted to comply with the executive compensation disclosure rules applicable to emerging growth companies. The scaled down disclosure rules are those applicable to “smaller reporting companies,” as such term is defined in the rules promulgated under the Securities Act of 1933, which require compensation disclosure for Complete Solaria’s principal executive officer and its two most highly compensated executive officers other than the principal executive officer whose total compensation for 2023 exceeded $100,000 and who were serving as executive officers as of December 31, 2023. Complete Solaria refers to these individuals as “named executive officers.” For 2023, Complete Solaria’s named executive officers were: • Chris Lundell, Complete Solaria’s former Chief Executive Officer; • Brian Wuebbels, Complete Solaria’s former Chief Financial Officer and former Chief Operations Officer; • William J. Anderson, Complete Solaria’s former Chief Executive Officer; • Antonio R. Alvarez, Complete Solaria’s former President; • Vikas Desai, Complete Solaria’s former President & General Manager, Business Units; and • Taner Ozcelik, Complete Solaria’s former Chief Executive Officer. As previously reported on Complete Solaria’s Current Report on Form 8-K filed with the SEC on November 16, 2023, Taner Ozcelik was appointed as the Company’s Chief Executive Officer, effective November 20, 2023. However, as previously reported on Complete Solaria’s Current Report on Form 8-K filed with the SEC on November 28, 2023, Mr. Ozcelik and the Company agreed on November 21, 2023 that he would not continue as the Company’s Chief Executive Officer due to personal reasons. Mr. Ozcelik did not receive any compensation as Chief Executive Officer. Complete Solaria believes its compensation program should promote the success of the Company and align executive incentives with the long-term interests of its stockholders. Complete Solaria’s current compensation programs reflect its startup origins in that they consist primarily of salary and stock option awards. As Complete Solaria’s needs evolve, Complete Solaria intends to continue to evaluate its philosophy and compensation programs as circumstances require.
Summary Compensation Table
Summary Compensation Table The following table shows information regarding the compensation of Complete Solaria’s named executive officers for services performed in the year ended December 31, 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Option Awards(1) | All Other Compensation | Total | | Chris Lundell | 2023 | $450,000 | — | $4,560,000 | — | $5,010,000 | | Former Chief Executive Officer(2) | | | | | | | | Brian Wuebbels | 2023 | $330,000 | — | $1,966,514 | — | $2,296,514 | | Former Chief Financial Officer and former Chief Operation Officer(3) | | | | | | |
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Option Awards(1) | All Other Compensation | Total | | William J. Anderson | 2022 | $300,000 | $18,000 | $103,444 | — | $421,444 | | Former Chief Executive Officer(4) | 2023 | $380,000 | — | $1,501,071 | — | $1,881,071 | | Antonio R. Alvarez | 2022 | $331,000 | — | — | — | $331,000 | | Former President(5) | 2023 | $360,000 | — | — | — | $360,000 | | Vikas Desai(6) | 2022 | $305,000 | — | $423,055 | — | $728,055 | | Former President & General Manager, Business Units | 2023 | $360,000 | — | $1,250,892 | — | $1,610,892 |
Summary Compensation Table
____________ (1) Amounts reported in this column do not reflect the amounts actually received by Complete Solaria’s named executive officers. Instead, these amounts reflect the aggregate grant-date fair value of awards granted to each named executive officer, computed in accordance with the FASB ASC Topic 718, Stock-based Compensation. See Note 16 to Complete Solar’s audited financial statements and Note 13 to Solaria’s audited consolidated financial statements included elsewhere in this prospectus for discussion of assumptions made in determining the grant date fair value of its equity awards. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The shares underlying these options vest in 48 equal monthly installments, subject to the named executive officer’s continued service at each vesting date. (2) Mr. Lundell stepped down as the Chief Executive Officer in April 2024. (3) Mr. Wuebbels stepped down as the Chief Financial Officer in April 2024. Mr. Wuebbels step down as Chief Operating Officer effective as of August 16, 2024. (4) Mr. Anderson stepped down as the Chief Executive Officer in December 2023. (5) Mr. Alvarez left the Company in March 2023. (6) Mr. Desai left the Company in October 2023.
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023 The following table presents information regarding the outstanding option awards held by each of the named executive officers as of December 31, 2023:
Outstanding Equity Awards at December 31, 2023
| Name | Grant Date(1) | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price | Option Expiration Date | | William J. Anderson | 10/18/2016 | 10/18/2016 | 579,564 | — | 0.19 | 10/17/2026 | | | 6/12/2020 | 6/1/2020 | 370,276 | —(2) | 0.83 | 6/11/2030 | | | 6/12/2020 | 6/1/2020 | 16,009 | —(2) | 0.83 | 6/11/2030 | | | 9/9/2022 | 3/1/2022 | 56,355 | 40,239(2) | 1.87 | 9/8/2032 | | | 6/19/2023 | 6/19/2023 | 73,269 | 554,592(3) | $5.18 | 6/18/2033 | | Antonio R. Alvarez | 7/30/2020 | 5/11/2020 | 43,651 | 17,248(3) | 8.22 | 7/29/2030 | | | 7/30/2020 | 5/11/2020 | 209,586 | 83,220(3) | 8.22 | 7/29/2030 | | Vikas Desai | 6/22/2018 | 2/28/2018 | 4,244 | — | 10.03 | 6/21/2028 | | | 10/28/2021 | 10/11/2021 | 46,975 | 61,389(3) | 4.62 | 10/27/2031 | | | 10/28/2021 | 10/11/2021 | 75,178 | 98,294(3) | 4.62 | 10/27/2031 | | | 9/28/2022 | 10/27/2022 | 11,748 | 38,456(4) | 11.45 | 9/27/2032 | | | 9/28/2022 | 10/27/2022 | 2,076 | 6,670(4) | 11.45 | 9/27/2032 | | | 6/11/2023 | 6/11/2023 | 33,845 | 255,937(3) | $5.18 | 6/18/2033 | | Chris Lundell | 12/21/2023 | 12/7/2023 | — | 3,000,000(4) | $1.52 | 12/7/2033 | | Brian Wuebbels | 6/11/2023 | 6/11/2023 | 63,297 | 316,339 | $5.18 | 6/18/2033 |
Outstanding Equity Awards at December 31, 2023
____________ (1) All option awards were granted pursuant to Complete Solaria’s 2023 Incentive Equity Plan (the “2023 Plan”), Complete Solaria’s 2022 Stock Plan (the “2022 Plan”), Complete Solaria’s 2011 Stock Plan (the “2011 Plan”), Complete Solaria’s 2016 Stock Plan (the “2016 Plan”) and Complete Solaria’s 2006 Stock Plan (the “2006 Plan”). As is described in greater detail below in the “Employee Benefit Plans” section, the 2016 Plan and 2006 Plan were assumed by Complete Solaria from Solaria in connection with the Complete Solar and Solaria Merger. (2) The total shares underlying the option award vest in 36 equal monthly installments, subject to the named executive officer’s continued service at each vesting date. (3) The total shares underlying the option award vest in 60 equal monthly installments, subject to the named executive officer’s continued service at each vesting date. (4) 20% of the total shares underlying the option award vest on the one-year anniversary of the vesting commencement date, thereafter 1/60th of the total shares underlying the option award vest in 60 equal monthly installments.
Director Compensation
Director Compensation In 2023, Complete Solaria granted its directors stock options for their contributions to the operations of the business. The following table provides the compensation for each member of the Board of Directors for 2023:
Director Compensation
| Name | Fees Earned or Paid in Cash | Option Awards | All other Compensation | Total | | Thurman J. Rodgers | — | $132,925(1) | — | $132,925 | | Adam Gishen | — | $89,881(1) | — | $89,881 | | Antonio R. Alvarez | — | $86,034(1) | — | $86,034 | | Chris Lundell | — | $86,034(1) | — | $86,034 | | Devin Whatley | — | $100,461(1) | — | $100,461 | | Ron Pasek | — | $100,461(1) | — | $100,461 | | Tidjane Thiam | — | $86,034(1) | — | $86,034 | | William J. Anderson | — | — | — | — |
Director Compensation
(1) The total shares underlying the option award fully vest on the one-year anniversary of the vesting commencement date.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation Complete Solaria’s named executive officers did not participate in, or earn any benefits under, any nonqualified deferred compensation plan sponsored by Complete Solaria during 2023. The Board of Directors may elect to provide officers and other employees with nonqualified deferred compensation benefits in the future if it determines that doing so is in the Company’s best interests.
Pension Benefits
Pension Benefits Complete Solaria’s named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by Complete Solaria during 2023.
Stock Option Grants to Directors and Executive Officers
Stock Option Grants to Directors and Executive Officers Complete Solaria has granted stock options to certain of its directors and executive officers. For more information regarding the stock options and stock awards granted to Complete Solaria’s directors and named executive officers, see the section titled “Executive Compensation.”