DEF 14A of SunPower Inc.
Filed May 1, 2025 · FY20240001213900-25-038027
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 ten members, six 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.
Director Nominees and Vote Required
Director Nominees and Vote Required Upon the recommendation of the Nominating and Corporate Governance Committee of our Board of Directors, our Board of Directors has nominated each of our ten incumbent directors and the one director nominee listed below (our ten incumbent directors and the one director nominee are collective referred to as the “director nominees”) to stand for election for a one-year term expiring at our 2026 annual meeting of shareholders or until their respective successors have been elected and qualified. Our directors are elected by a plurality of the votes of the holders of shares of Common Stock present in person, by remote communication, if applicable, or represented by proxy duly authorized at the meeting and entitled to vote generally on the election of directors. Accordingly, the eleven director nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of each of the director nominees named below. If any director nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute director nominee proposed by the Board of Directors. Each person nominated for election has consented to being named as a director nominee in this Proxy Statement and has agreed to serve if elected. We have no reason to believe that any of the director nominees will be unable to serve if elected.
Information Concerning Director Nominees
Information Concerning Director Nominees The following is a brief biography of the director nominees for election at the Annual Meeting, including their respective ages. Each biography includes information regarding the specific experience, qualifications, attributes or skills that led the Nominating and Corporate Governance Committee and the Board of Directors to determine that the applicable director nominee should serve as a member of the Board of Directors.
Information Concerning Director Nominees
| Name | Position | Age | Independent (Y/N) | Director Since | | Thurman J. Rodgers | Executive Chairman, CEO, Incumbent Director | 77 | N | 2022 | | Antonio R. Alvarez | Incumbent Director | 69 | N | 2022 | | William J. Anderson | Incumbent Director | 49 | N | 2022 | | Adam Gishen(1)(3) | Incumbent Director | 50 | Y | 2023 | | Jamie Haenggi | New Director Nominee | 55 | Y | N/A | | Chris Lundell | Incumbent Director | 64 | N | 2023 | | Lothar Maier(1) | Incumbent Director | 70 | Y | 2024 | | J. Daniel McCranie(2) | Incumbent Director | 81 | Y | 2025 | | Ronald Pasek(1)(3) | Incumbent Director | 64 | Y | 2023 | | Tidjane Thiam(2) | Incumbent Director | 63 | Y | 2020 | | Devin Whatley(2) | Incumbent Director | 56 | Y | 2022 |
Information Concerning Director Nominees
____________ (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating and Corporate Governance Committee. Thurman J. Rodgers. Thurman J. (T.J.) Rodgers, 77, 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, 69, 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, 49, 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. Adam Gishen, 50, 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. Jamie Haenggi. Jamie Haenggi, 55, has served as the President of ADT Solar, a division of ADT Security Services, a smart-home security provider, since December 2022. She previously served as the Executive Vice President, COO at ADT Solar, overseeing sales, marketing contract center, field and business operations, HR, IT and administration. Prior to that, Ms. Haenggi was the Executive Vice President, Chief Customer Officer at ADT Security Services from July 2018 to March 2022. She joined ADT in 2016 as Senior Vice President, Chief Sales and Marketing Officer and had previously been with the company from 1998 to 2006 with progressive senior leadership roles in commercial sales and marketing, and domestic and international sales and marketing. From 2010 to 2016, Ms. Haenggi was the Chief Customer Experience Officer at Protection 1, Inc., a home security systems company. Previously, she was at Vonage, Inc. from 2006 to 2010 as the Chief Marketing Officer and Vice President of Customer Experience. Earlier in her career, Ms. Haenggi held various sales and marketing roles at Holmes Protection Group and National Guardian Corporation. Ms. Haenggi earned a bachelor of arts degree in international relations and Japanese from the University of Minnesota and received an honorary doctorate from Taylor University. Chris Lundell. Christopher Lundell, 64, 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, 70, has 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. J. Daniel McCranie. J. Daniel McCranie, 81, has served as a member of the Complete Solaria Board of Directors since January 2025. After his early career in semiconductor sales, Mr. McCranie became the executive vice president of sales & marketing for Harris Corporation, a technology company, and the chief executive officer of SEEQ Technology, a semiconductor company, and Virage Logic Corporation, a semiconductor company. From 1994 to 2001, he joined Cypress Semiconductor Corporation, a semiconductor company, as executive vice president of sales & marketing. He has held 10 board positions in the semiconductor and technology, including having served on the board of Cypress Semiconductor Corporation, from June 2017 to May 2019, ON Semiconductor Corporation, a semiconductor company, from 2001 to 2018, and Enovix Corporation from December 2021 until January 2023. From 2012 to 2017, he served on the board of Mentor Graphics, an electric design automation company. He holds a B.S. in Electrical Engineering from Virginia Polytechnic Institute. We believe that Mr. McCranie is qualified to serve on our Board of Directors based on his public company board experience and his industry expertise.
Information Concerning Director Nominees
Ronald Pasek. Ronald Pasek, 64, 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. Tidjane Thiam, 63, 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, 56, 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.
Information Concerning Director Nominees
| THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NAMED DIRECTOR NOMINEES ABOVE |
MANAGEMENT
MANAGEMENT Our executive officers and their ages as of April 30, 2025 are presented in the table below:
MANAGEMENT
| Name | Age | Position | | Thurman J. Rodgers | 77 | Chief Executive Officer and Director | | Daniel Foley | 48 | Chief Financial Officer |
MANAGEMENT
Biographical information for Mr. Rodgers is included with the director biographies under the section titled “Director Nominees and Vote Required” above. Daniel Foley. Daniel Foley, 48, 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 prior to the Business Combination. 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, as amended (the “Securities Act”), which require compensation disclosure for all individuals serving as Complete Solaria’s principal executive officer during 2024, the two most highly compensated executive officers of Complete Solaria, other than the principal executive officer, whose total compensation for 2024 exceeded $100,000 and who were serving as executive officers as of December 29, 2024, and up to two additional individuals for whom disclosure under the applicable rules would have been provided but for the fact that such individuals were not serving as executive officers at the end of 2024. Complete Solaria refers to these individuals as “named executive officers.” For 2024, Complete Solaria’s named executive officers were: • Thurman J. (T.J.) Rodgers, Complete Solaria’s Chief Executive Officer and Executive Chairman; • Chris Lundell, Complete Solaria’s former Chief Executive Officer; • Daniel Foley, Complete Solaria’s Chief Financial Officer; and • Brian Wuebbels, Complete Solaria’s former Chief Financial Officer and former Chief Operations 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 equity-based awards. As Complete Solaria’s needs evolve, Complete Solaria intends to continue to evaluate its philosophy and compensation programs as circumstances require. During 2024, Mr. Rodgers did not receive any separate compensation in his role as our Chief Executive Officer.
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 fiscal year ended December 29, 2024 and in the fiscal year ended December 31, 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Option Awards(1) | All Other Compensation | Total | | Thurman J. (T.J.) Rodgers | 2024 | — | — | — | — | — | | Chief Executive Officer | 2023 | — | — | — | — | — | | Daniel Foley | 2024 | $161,947 | — | $474,761(4) | — | $636,708 | | Chief Financial Officer | 2023 | — | — | — | — | — | | Chris Lundell | 2024 | $375,024 | — | $152,876(5) | — | $527,900 | | Former Chief Executive Officer(2) | 2023 | $450,000 | — | $4,560,000 | — | $5,010,000 | | Brian Wuebbels | 2024 | $210,708 | — | $280,732(6) | — | $491,440 | | Former Chief Financial Officer and former Chief Operation Officer(3) | 2023 | $330,000 | — | $1,966,514 | — | $2,296,514 |
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 17 to Complete Solar’s audited financial statements to Complete Solaria’s audited consolidated financial statements included in the Annual Report on Form 10-K for fiscal 2024. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. Unless otherwise noted in the footnotes below, 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 stepped down as Chief Operations Officer effective as of August 16, 2024. (4) 20% of the total shares underlying this option award vests on July 1, 2025, with the remaining 80% of the shares underlying the option award vesting in 48 equal monthly installments thereafter. (5) Consists of two awards: (a) 94,452 shares underlying the option granted on December 3, 2024 vested on May 19, 2024; and (b) of the remaining shares, 1/60th of such shares started vesting monthly beginning on June 19, 2024 and vest through May 19, 2029. (6) 32.7% of the shares vested on August 16, 2024, and the remaining shares were forfeited.
Outstanding Equity Awards at December 29, 2024
Outstanding Equity Awards at December 29, 2024 The following table presents information regarding the outstanding option awards held by each of the named executive officers as of December 29, 2024:
Outstanding Equity Awards at December 29, 2024
| 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 | | Thurman J. (T.J.) Rodgers | 12/3/2023 | 12/3/2024 | 37,500(2) | — | $1.14 | 12/2/2033 | | | 12/3/2023 | 12/3/2024 | 79,101(2) | — | $1.14 | 12/2/2033 | | Daniel Foley | 6/11/2024 | 7/1/2025 | — | 500,000(3) | $1.56 | 7/11/2034 | | Chris Lundell | 12/3/2023 | 12/3/2024 | 37,500(2) | — | $1.14 | 12/2/2033 | | | 12/3/2023 | 12/3/2024 | 56,952(2) | — | $1.14 | 12/2/2033 | | | 4/29/2024 | 5/19/2024 | 100,000(4) | — | $0.73 | 4/29/2034 | | | 4/29/2024 | 6/19/2024 | 29,167 | 220,833(5) | $0.73 | 4/29/2034 | | Brian Wuebbels | 5/2/2024 | 8/16/2024 | 245,615(6) | — | $0.69 | 8/16/2025 | | | 3/9/2023 | 3/9/2023 | 94,606(7) | 19,305 | $5.18 | 8/16/2025 |
Outstanding Equity Awards at December 29, 2024
____________ (1) All option awards were granted pursuant to the 2023 Plan. (2) 100% of the total shares underlying the option award vested on the one-year anniversary of the grant date. (3) 20% of the total shares underlying the option award vest on 7/1/2025, thereafter the remaining 80% of shares underlying the option award vest in 48 equal monthly installments. (4) 100% of the total shares underlying the option award vested on 5/19/2024. (5) 1/60th of the total shares underlying the option award vest in 60 equal monthly installments, beginning 6/19/2024. (6) Reflects portion of award remaining after the cancellation of the award with respect to 504,385 shares on August 16, 2024. (7) Reflects portion of award remaining after the cancellation of the award with respect to 265,725 shares on September 9, 2024.
Director Compensation
Director Compensation We did not pay any compensation to our directors or issue any equity awards to our directors during 2024.
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 2024. 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 2024.
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.”