DEF 14A of T1 Energy Inc., May 23, 2025

DEF 14A of T1 Energy Inc.

Filed May 23, 2025 · FY20240001213900-25-047400

Open on EDGAR

  1. TO BE HELD ON WEDNESDAY, JUNE 25, 2025

    | | Page | | INFORMATION ABOUT THE ANNUAL MEETING AND PROXY MATERIALS | 1 | | PROPOSAL 1 — ELECTION OF DIRECTORS | 5 | | DIRECTOR COMPENSATION | 13 | | PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 15 | | AUDIT AND RISK COMMITTEE REPORT | 17 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 18 | | INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 20 | | EXECUTIVE COMPENSATION | 22 | | PROPOSAL 3 — ADVISORY VOTE ON THE COMPENSATION OF OUR NEOs | 33 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 34 | | STOCKHOLDER PROPOSALS FOR 2026 ANNUAL MEETING | 39 | | FORWARD-LOOKING STATEMENTS | 40 | | OTHER MATTERS | 41 |

  2. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Our Board has nominated each of the following nine persons to stand for election for a term expiring at the 2026 annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal: Daniel Barcelo, Peter Matrai, Todd Jason Kantor, David J. Manners, Tore Ivar Slettemoen, Daniel Artemus Steingart, Jessica Wirth Strine, W. Richard Anderson and Mingxing Lin. Each of the nominees has consented to serve as a director of the Board. Should any of the nominees become unable to serve for any reason prior to the Annual Meeting, the Board may designate a substitute nominee, in which event the persons named in the enclosed proxy will vote for the election of such substitute nominee, or may reduce the number of directors on the Board. We have set forth below information regarding each person nominated to stand for election, including the specific experience, qualifications, attributes, or skills that led the Board to conclude that such person should serve as a director. Our Corporate Governance and Nominating Committee and the Board believe that the experience, qualifications, attributes, and skills of our Board nominees provide the Company with the ability to address the evolving needs of the Company and represent the best interests of our stockholders. Our Board approaches recruitment and refreshment with a focus on the wide range of skills and experiences that relate to the Board’s role in overseeing risk and strategy on behalf of our shareholders, including: industry expertise, financial acumen, risk management, operational expertise, executive leadership, and government affairs among other factors. In addition, we seek to incorporate a wide range of viewpoints, including backgrounds and perspectives that draw from differences in national origin, occupational background, academic and research training, as well as traditional demographic factors. We believe that incorporating all of these considerations ensures that our Board will benefit from diversity of thought and independent thinking.

  3. PROPOSAL 1 — ELECTION OF DIRECTORS

    | Name | Age | Position | | Daniel Barcelo | 55 | Chief Executive Officer (“CEO”) and Chairman of the Board | | W. Richard Anderson | 71 | Director | | Todd Jason Kantor | 46 | Director | | Mingxing Lin | 43 | Director | | David J. Manners | 70 | Director | | Peter Matrai | 52 | Director | | Tore Ivar Slettemoen | 67 | Director | | Daniel Artemus Steingart | 47 | Director | | Jessica Wirth Strine | 46 | Director |

  4. Daniel Barcelo

    Daniel Barcelo Daniel Barcelo, 55, is the Company’s Chief Executive Officer, has served as a director of T1 Energy since the consummation of the Business Combination and was appointed Chief Executive Officer in November 2024. He is also the founder and CEO of Alussa Energy LLC, and was the founder, CEO and President of Alussa Energy Acquisition Corp. Prior to founding Alussa Energy in 2019, he was a Director of Research and Portfolio Manager at Moore Capital Management from 2008 to 2011 and an Equity Research Analyst with Lehman Brothers from 1998 to 2004, Bank of America from 2004 to 2008, and Managing Director and Head of Oil & Gas at Renaissance Capital from 2011 to 2012. He has also served as Chief Financial Officer of Ruspetro plc from 2012 to 2014, Head of Corporate Finance of Lekoil Limited from 2015 to 2016 and previously worked at Invicti Terra Argentina Limited from 2017 to 2019. Mr. Barcelo is a graduate of Syracuse University with a Bachelor of Science in Finance and is also a Chartered Financial Analyst® charter holder. We believe Mr. Barcelo is qualified to serve on the Board due to his extensive experience in international energy finance and emerging markets, financial accounting and valuation expertise, and energy transition strategy and industry expertise.

  5. W. Richard Anderson

    W. Richard Anderson W. Richard Anderson, 71, has served as a director of T1 Energy since November 2024. Mr. Anderson has been Chief Executive Officer of Coastline Exploration Limited (formerly SOMA Oil and Gas), since 2015, with exploration license interests in deep water, offshore Somalia. Mr. Anderson has over 40 years’ experience in the financial aspects of energy related companies, and started his career in audit with PricewaterhouseCoopers, followed by 16 years as a managing and tax partner of Hein & Associates LLP, where he focused on mergers and acquisitions, cross-border transactions and numerous initial and secondary public offerings. From December 1998 to August 2007, he was President and Chief Executive Officer of Prime Natural Resources, Inc. an independent oil and gas exploration and production company, active in the United States, South America and Kurdistan. From 2008 to 2015 he was Chief Financial Officer of Eurasia Drilling Company Ltd (LSE: EDCL), a large oil and gas drilling company in Russia, where he led the company in various executive and director capacities from its initial public offering in 2007 to a privatization in 2015. For the past 25 years, Mr. Anderson has also been a director of various public companies in the energy, exploration and resource extraction industries, assisting companies with initial public offerings and debt issuances, sourcing of other third-party financing, reorganizations, trade sales, pay outs of special dividends, issuing special awards to management teams and conducting internal investigations with the assistance of outside counsel and forensic accountants. He has served on various Audit Committees and as Chairman of the same. From April 2014 to April 2019, he served as a Director and Chairman of the Compensation Committee of Gulf Marine Services (LON: GMS); from August 2008 to the present as a Director of Eurasia Drilling Company Limited and member of the Audit Committee (LON: EDCL) and from December 2013 to the present as a Director of Coastline Exploration Limited (formerly SOMA Oil and Gas). Mr. Anderson’s professional qualifications include membership in the AICPA, Texas Society of Certified Public Accountants, Houston Chapter of Texas Society of CPAs and the Society of Exploration Geophysicists. Mr. Anderson graduated from the University of Colorado, magna cum laude, in 1978 and then obtained a Masters in taxation from the University of Denver in 1985. Mr. Anderson was recommended as a director nominee by another director. We believe Mr. Anderson is qualified to serve on the Board because of his extensive operational, public company director and finance experience in the energy, exploration and resource extraction industries, and extensive experience on numerous public company audit committees.

  6. Todd Jason Kantor

    Todd Jason Kantor Todd Jason Kantor, 46, has served as a director of T1 Energy since April 2024. Mr. Kantor is the Founder, Portfolio Manager and Managing Member of Encompass Capital Advisors, LLC, an investment adviser registered with the SEC which he launched in 2012. He has over 24 years of experience in the global energy markets as a portfolio manager, analyst, trader, and investment banker. Mr. Kantor manages two alpha-driven long/short equity strategies focused on bottom-up fundamental analysis across the traditional energy and renewables sectors. Prior to founding Encompass Capital, he was a portfolio manager at Citadel LLC’s PioneerPath Capital platform from May 2008 to January 2012, a senior research analyst at Touradji Capital, LP from May 2005 until May 2008, and a senior research analyst and equity trader at Solstice Equity Management from April 2002 until May 2005. Mr. Kantor has a B.B.A. degree, with a concentration in Finance, from the Goizueta Business School at Emory University. Mr. Kantor was recommended as a director nominee by a stockholder. We believe Mr. Kantor is qualified to serve on the Board because of his long leadership experience in finance and investment management, his deep knowledge of the energy industry and his experience in investing in energy transition and energy storage.

  7. Mingxing Lin

    Mingxing Lin Mingxing Lin, 43, has served as director and Chief Strategy Officer of T1 Energy since December 2024. Mr. Lin has over 15 years of finance and multinational management experience. Prior to joining T1 Energy, Mr. Lin served as a manager and deputy head at the Germany Project Team of China Development Bank in Frankfurt, Germany, from October 2010 to December 2020. Mr. Lin was a senior manager of China Everbright Bank Luxembourg Branch from January 2021 to May 2021. From June 2021 to January 2023, Mr. Lin served as an executive director at Fosun Management (Germany) GmbH in Frankfurt am Main, Germany. Since February 2023, Mr. Lin has served as the Head of Overseas Investment and Financing Center and Head of Finance of Overseas Joint Venture Business Unit of Trina Solar Energy Development Pte. Ltd. in Singapore. Mr. Lin received his Bachelor of Economics in Finance from Wuhan University in September 2004 and Bachelor of Science of Engineering in Materials Science and Engineering from Wuhan University of Technology in June 2004. In June 2006, he received his Master of Science of Engineering in Building Materials Science from Wuhan University of Technology. In February 2024, Mr. Lin received his EMBA in Business Administration from Frankfurt School of Finance and Management. We believe Mr. Lin is qualified to serve on the Board due to his extensive business, finance, strategy and leadership experience.

  8. David J. Manners

    David J. Manners David J. Manners, 70, has served as a director of T1 Energy since April 2024. Mr. Manners previously founded the Decapolis Group LLC, which was an international consulting firm focused on global oil and gas and renewable energy projects. Prior to founding the Decapolis Group in 1999, he served for 20 years at the U.S. Central Intelligence Agency (“CIA”), which included multiple tours abroad, including serving on two occasions as the CIA’s Chief of Station. Separately, Mr. Manners has for many years provided analyses of global affairs and risks to leading U.S. investment banks, hedge funds, and private equity firms. Mr. Manners graduated with Merit from the United States Naval Academy with a B.S. in European Studies, and he holds an M.A. in Government, with a Certificate in National Security Studies, from Georgetown University. Mr. Manners was recommended as a director nominee by a stockholder. We believe Mr. Manners is qualified to serve on the Board because of his deep experience and expertise in geopolitical, public and government affairs, his vast experience and contacts in international affairs and business, and his extensive experience in evaluating risk across industries.

  9. Peter Matrai

    Peter Matrai Peter Matrai, 52, has served as a director of T1 Energy since the consummation of the Business Combination. He previously served as a director of FREYR Legacy. Mr. Matrai joined FREYR Legacy’s Board of Directors in June 2019. Prior to and concurrently with joining FREYR Legacy, Mr. Matrai has served as co-founder and Managing Partner at EDGE Global LLC (“EDGE Global”), which offers scaling services to sustainability-focused companies, since September 2017. Prior to EDGE Global, Mr. Matrai was Senior Advisor at SYSTEMIQ Ltd. from May 2016 to September 2017. Prior to SYSTEMIQ Ltd., Mr. Matrai was Chief Financial Officer at Joule Unlimited from July 2015 to April 2016. Mr. Matrai has served on the Board of Directors of the not-for-profit HTTP Foundation since November 2004. Mr. Matrai holds a B.S. in Economics and M.Sc. in Finance from Budapest University of Economics, an M.Sc. in Financial Services and Banking Techniques from Université Panthéon- Assas and an M.B.A. from University of Chicago Booth School of Business. We believe Mr. Matrai is qualified to serve on the Board because of his experience licensing and commercializing emerging low-emissions and disruptive technologies as well as his intimate familiarity with FREYR Legacy’s business.

  10. Tore Ivar Slettemoen

    Tore Ivar Slettemoen Tore Ivar Slettemoen, 67, has served as a director of T1 Energy since April 2024. Mr. Slettemoen was the initiator and founder of FREYR Legacy. He served as a director on the board of FREYR Legacy and was a significant shareholder from its inception in 2018 until the listing on NYSE in July 2021. For the last 10 years, Mr. Slettemoen has owned the Vanir group — a green industry developer engaged in developing utility scale companies in the green transition with activities within onshore wind power, offshore wind power, solar power, batteries, power systems, steel, DAC (direct air capture), LNG (liquid natural gas) and fertilizer companies. Mr. Slettemoen has served as CEO, director and chairman of a number of companies within the Vanir group over this period, and is currently chairman of Teknovekst AS and Vanir Schad AG, and director of Vanir Green Industries 1 AS. Mr. Slettemoen has more than 40 years of experience in the energy and mechanical industries, and prior to Vanir, held roles ranging from apprentice/welder, engineer, technical manager, venture capital VP, CEO and chairman. He has broad experience with start-ups as well as major industrial companies, such as Saga Petroleum AS, Equinor ASA (then Statoil) and FMC. Mr. Slettemoen holds a MSc in Mechanical Engineering from Norwegian Institute of Technology and a Master of Management from Kellogg School of Management at Northwestern University in Chicago. Mr. Slettemoen was appointed to the Board pursuant to that certain cooperation agreement, dated April 18, 2024, by and among the Company, Teknovekst Invest AS, Vanir Invest Holding AS, Teknovekst AS and Mr. Slettemoen (together with Teknovekst Invest AS, Vanir Invest Holding AS and Teknovekst AS, the “Investors”). See the Company’s Form 8-K filed with the SEC on April 18, 2024 for additional information. We believe Mr. Slettemoen is qualified to serve on the Board because of his broad knowledge of and extensive experience within the energy and mechanical industries, and his familiarity with FREYR Legacy’s business.

  11. Daniel Artemus Steingart

    Daniel Artemus Steingart Daniel Artemus Steingart, 47, has served as a director of T1 Energy since January 2023. Currently, he is the Stanley-Thompson Professor of Chemical Metallurgy at Columbia University in New York where he also serves as the Co-Director of the Columbia Electrochemical Energy Center. Dr. Steingart has served as Advisor to Electra since 2020, co-founder of Liminal Insights Inc. since 2015 and Industry Advisor to Sila Nanotechnologies Inc. since 2016. Prior to joining Columbia University in 2019, he was an associate professor in Princeton’s Department of Mechanical and Aerospace Engineering and the Andlinger Center for Energy and the Environment from 2013 to 2019. Earlier, he was an assistant professor in chemical engineering at the City College of the City University of New York. Dr. Steingart holds a Ph.D. in Materials Science from the University of California, Berkeley. We believe Dr. Steingart is qualified to serve on the Board because of his technical and industry credentials as an electrochemistry expert and research scientist, and an advisor to start-up companies in the energy sector, as well as his 24 years of experience in electrochemical technologies and commercializing, specifically in helping companies scale up production and forecast internal process growth to enable product-market fit.

  12. Jessica Wirth Strine

    Jessica Wirth Strine Jessica Wirth Strine, 46, has served as a director of T1 Energy since November 2023. Ms. Strine is the CEO and Managing Partner of Jasper Street Partners LLC, an independent corporate advisory firm that she co-founded in 2020. In this capacity, Ms. Strine has served as an external consultant to several public companies on corporate governance, sustainability practices, and investor relations. Prior to founding Jasper Street Partners, Ms. Strine served as a Senior Director of Investment Stewardship at The Vanguard Group, from 2018 to 2020. From 2012 to 2017, Ms. Strine was employed by BlackRock, Inc., where she served as an energy sector portfolio manager and director of research within the company’s fundamental active equities business. From 2004 to 2012, Ms. Strine was a sector portfolio manager and equity research analyst at Putnam Investments, where she also co-managed the Global Energy Fund and Global Natural Resources Fund. Prior to this time, from 2001 to 2004, Ms. Strine worked in equity research at Wellington Management Company. Ms. Strine is a graduate of Dartmouth College with a B.A. in Psychological & Brain Sciences, and she holds an M.B.A with a Finance concentration from the Wharton School at the University of Pennsylvania. We believe Ms. Strine is qualified to serve on the Board because of her expertise in investment management, financial analysis, commodities and energy, and environmental, social, and governance (“ESG”), including sustainability strategy. Each director will be elected by a majority of the votes cast (i.e., the number of shares voted FOR a nominee must exceed the number of shares voted AGAINST that nominee, excluding abstentions). THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE ABOVE NOMINEES FOR ELECTION AS DIRECTORS.

  13. General Information About the Board of Directors

    General Information About the Board of Directors

  14. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Board reviews director compensation periodically to ensure that the director compensation remains competitive such that T1 Energy is able to recruit and retain qualified directors. T1 Energy’s director compensation program is designed to provide a combination of cash and share-based compensation and to align compensation with T1 Energy’s business objectives and the creation of stockholder value, while enabling the Company to attract, retain, incentivize and reward directors who contribute to the long-term success of T1 Energy.

  15. Non-Employee Director Compensation

    Non-Employee Director Compensation The Board approved the following annual cash retainers for non-employee directors for the year ended December 31, 2024:

  16. Non-Employee Director Compensation

    | Description | Cash Fee ($) | | Annual director retainer | $100,000 | | Audit and Risk Committee Chair annual retainer | 35,000 | | Compensation Committee Chair annual retainer | 25,000 | | Nominating and Corporate Governance Committee Chair annual retainer | 25,000 | | Audit and Risk Committee member annual retainer | 20,000 | | Compensation Committee member annual retainer | 10,000 | | Nominating and Corporate Governance Committee member annual retainer | 10,000 |

  17. Non-Employee Director Compensation

    In setting non-employee director compensation, T1 Energy considers the competitive compensation market for directors in its industry, the demands of the various roles that directors hold, and the time required to fulfill their duties to T1 Energy. Additionally, the Compensation Committee undertakes an annual review of the non-employee director compensation program.

  18. 2024 Director Compensation

    2024 Director Compensation The following table lists the compensation earned or paid to our non-employee directors, for the year ended December 31, 2024:

  19. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock-based Awards ($)(1) | All Other Compensation ($) | Total ($) | | W. Richard Anderson(2) | 22,853 | — | — | 22,853 | | Todd Jason Kantor(3) | — | — | — | — | | Mingxing Lin(4) | 2,500 | 640,000 | 11,613 | 654,113 | | David Manners(5) | 69,780 | — | — | 69,780 | | Peter Matrai | 100,000 | — | 360,000(6) | 460,000 | | Daniel Artemus Steingart | 126,511 | — | 12,500(7) | 139,011 | | Jessica Wirth Strine | 137,445 | — | — | 137,445 | | Tore Ivar Slettemoen(8) | 97,692 | — | 22,500(9) | 120,192 | | Mimi Berdal(10) | 40,797 | — | — | 40,797 | | Jason Forcier(11) | 40,797 | — | — | 40,797 |

  20. 2024 Director Compensation

    ____________ (1) Aggregate grant date fair value of stock-based awards is computed in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. The assumptions made in determining the grant date fair value of options under applicable accounting guidance are disclosed in Note 12 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024. As of December 31, 2024, Mr. Lin held 250,000 restricted stock units. (2) Mr. Anderson joined the Board in November 2024. (3) Mr. Kantor joined the Board in April 2024. He agreed to receive no compensation for his service on the Board. (4) Mr. Lin joined the Board in December 2024. (5) Mr. Manners was appointed to the Board in April 2024. (6) Includes $360,000 in compensation from the Matrai Consulting Agreement as defined and discussed further below. (7) Includes compensation of $5,000 for serving on the Company’s Technology Advisory Board, consisting of subject matter experts who provide technology insight to Management. Includes compensation of $7,500 for serving on the Company’s European Portfolio Optimization Committee. (8) Mr. Slettemoen joined the Board in April 2024. (9) Includes compensation of $22,500 for serving on the Company’s European Portfolio Optimization Committee. (10) Ms. Berdal resigned from the Board in April 2024. (11) Mr. Forcier resigned from the Board in April 2024. The following table sets forth the aggregate number of shares of Common Stock underlying outstanding options for each of our non-employee directors on December 31, 2024.

  21. 2024 Director Compensation

    | Name | Aggregate Shares Underlying Option Awards | | Peter Matrai | 200,000 | | Daniel Artemus Steingart | 50,000 | | Mimi Berdal | 150,000 | | Jason Forcier | 50,000 |

  22. Joseph Evan Calio

    Joseph Evan Calio Joseph Evan Calio, 58, has served as Chief Financial Officer of T1 Energy since June 2024. He previously served as a Managing Director within Energy and Infrastructure Investment Banking at BTIG, LLC (“BTIG”). Prior to BTIG, he spent 14 years at Morgan Stanley, most recently as a Managing Director within Equity Research, covering U.S. exploration and production companies, refiners, and integrated oils. Mr. Calio was ranked by Institutional Investor’s Annual All-America Research Survey in 2012, 2013, 2014, and 2016. Earlier in his career, he held a role within the Energy Investment Banking division at Morgan Stanley and the Energy Proprietary Trading business at JP Morgan. Mr. Calio began his career as a Special Counsel for the U.S. Securities and Exchange Commission. He earned a BS from Lehigh University, a JD from Widener University School of Law, and an LLM from Georgetown University Law Center.

  23. Andreas Bentzen

    Andreas Bentzen Andreas Bentzen, 49, has served as Chief Technology Officer of T1 Energy since November 24, 2023. He joined the company in as Executive Vice President, Technology in August 2022. Prior to joining T1 Energy, Dr. Bentzen co-founded Otovo, a leading European residential solar energy and storage company, where he served as the Chief Technology Officer for more than six years between January 2016 and July 2022. Dr. Bentzen has more than 20 years experience in technology and strategic management from both industrial and academic R&D, including working as technology and management consultant for Nofas AS and as the Vice President, Technology for REC Technology U.S., Inc. in San Francisco. He holds a Master of Science from the Norwegian University of Science and Technology (NTNU) and a Ph.D. in physics from the University of Oslo.

  24. Andrew Munro

    Andrew Munro Andrew Munro, 56, has served as Chief Legal & Policy Officer and Chief Compliance Officer of T1 Energy since May 2025. Mr. Munro has more than 30 years of legal and management experience, having spent the last decade working in the solar energy, manufacturing, and technology industry. Prior to joining T1 Energy, Mr. Munro was employed with SOALRCYCLE and previously held senior leadership positions in several solar manufacturing and technology companies, including serving eight years as General Counsel of Qcells North America, a leading U.S. solar manufacturer. Mr. Munro also served as Chief Legal and Policy Officer of Calypso Energy, Head of Legal at BT Global Services and Infonet, and General Counsel at AssureSat. Mr. Munro started his career at the law firm of Latham & Watkins where he focused on complex commercial, corporate, and finance transactions for technology companies. Mr. Munro earned a B.A. in Economics/Business from the University of California, Los Angeles, and a J.D. from Harvard Law School.

  25. Einar GS Kilde

    Einar GS Kilde Einar GS Kilde, 65, has served as Chief Development Officer of T1 Energy since August 2024. Mr. Kilde formerly served as Executive Vice President Project Development. He served as FREYR Legacy’s Executive Vice President Projects from October 2019 until July 2021. Prior to joining FREYR Legacy, Mr. Kilde was Executive Vice President at Bane NOR from October 2017 to September 2019. Prior to Bane NOR, Mr. Kilde was Executive Vice President, Project Execution at Sarawak Energy Berhad from September 2010 to October 2017. Prior to Sarawak Energy Berhad, Mr. Kilde was Executive Vice President and Head of Wafer Division at Renewable Energy Corporation ASA (REC) from August 2007 to July 2009. Mr. Kilde holds a B.S. in Mechanical Engineering from University of Trondheim.

  26. Compensation Governance

    Compensation Governance Role of the Compensation Committee The Compensation Committee comprises two directors, both of whom are deemed to be independent, and is chaired by Daniel Artemus Steingart, who was added to the Compensation Committee in April 2024. The Compensation Committee oversees the Company’s compensation policies, plans, benefit programs and overall compensation philosophy. It also approves compensation for executive officers, including the evaluation and recommendation of any plans, policies or programs that executive officers participate in. Role of Independent Compensation Consultant The Compensation Committee can retain an outside independent advisor to provide external perspectives and guidance when discharging its duties. In 2024, the Compensation Committee retained Kavea Consulting, LLC (“Kavea”) as its independent outside compensation consultant to provide advice to the Compensation Committee on matters, including director compensation and compensation of our CEO. Kavea did not perform any work for our management team that was not under the Compensation Committee’s purview. Representatives of Kavea attended certain meetings of the Compensation Committee, including meeting with members of the Compensation Committee without members of management present. During 2024, our Compensation Committee reviewed the independence of Kavea using assessment criteria under applicable NYSE rules and concluded that the retention of Kavea did not raise any conflicts of interest. Compensation Philosophy The Company’s compensation philosophy applies to all employees, including the NEOs. It is designed to ensure that employees are aligned with the Company’s objectives of delivering results through engaging, motivating and retaining them in accordance with Company values. There are four key principles which, in summary, state that our compensation and benefits practices should: • Strengthen and safeguard the Company’s attractiveness in the market. • Support the Company’s strategy, values and integrity by promoting the desired corporate culture and behavior. • Promote individual and collective team performance. • Provide the flexibility to tailor and differentiate according to changing market practices and contributions from the individual, with reference to considerations including their experience, achievements and potential. These principles are reflected in the operation of our executive compensation program, which balances Company and individual performance, while establishing target compensation levels with reference to a range around market median practices in the relevant market. The Company experienced tremendous change during 2024. Despite not meeting certain financial and performance expectations and experiencing high turnover at various executive officer positions during the past year, we were able to successfully close the Trina Business Combination and now operate and produce revenue at the Company’s 5 GW solar module manufacturing facility in Wilmer, Texas (“G1”). The Company continues to execute on its plans to establish a vertically integrated U.S. solar value chain, coupled with a domestic content strategy. As a result of this transformative transaction, the Company reevaluated its compensation philosophy and structure, and established key performance metrics that align with the Company’s mission. For more information on these metrics, see the section “Performance Goals for 2025 STIP” below. In connection with the Trina Business Combination, the Board approved special one-time cash and equity awards for Mr. Barcelo and a special one-time equity award for Mr. Calio. The cash award paid to Mr. Barcelo is described in the 2024 Summary Compensation table below. The equity awards granted to Messrs. Barcelo and Calio were granted on January 1, 2025 in the form of restricted stock units (“RSUs”) covering one million shares of T1 Energy’s common stock for Mr. Barcelo and 1.5 million shares of T1 Energy’s common stock for Mr. Calio. One-third of these RSUs vested on the date of grant and the remaining portion will vest in equal installments on each of the first two anniversaries of the grant date. In accordance with SEC rules, these RSUs will be reported in the Company’s 2026 Annual Proxy Statement. The purpose of these awards was to recognize the effort needed to ensure the continued success of ongoing operations through the transition period, to recognize the additional effort needed to integrate the acquired business and to retain these key leaders through a period of time marked by significant market volatility. In determining the size of these awards, the Board considered several factors, including the magnitude of the role the executive would play in driving the success of the business. Base Salary The Company seeks to maintain base salary amounts for its employees at or near industry norms after taking into account the employee’s duties and authorities, contributions, prior experience, sustained performance and location. Salaries should not exceed what is believed to be necessary to motivate employees to meet corporate goals. Base salaries are generally reviewed annually, subject to the terms set out in employment contracts and agreements.

  27. Short-Term Incentive Plan (“STIP”)

    Short-Term Incentive Plan (“STIP”) The STIP provides participants with an opportunity to earn a cash incentive based on an equally weighted combination of quantitative Company and individual performance during the year. In addition to the defined goals, any payout is contingent upon an overarching assessment of Company performance by the Compensation Committee at year-end (a “threshold requirement”). To ensure that outcomes appropriately reflect T1 Energy’s aggregate performance that might not otherwise be reflected in the Company performance goals, the Compensation Committee has the ability to reduce the STIP outcome, including reducing it to zero, based on its assessment of whether the outcome reflects T1 Energy’s broader full-year performance. The following target opportunities were approved by the Compensation Committee for the NEOs in respect of 2024, expressed as a percentage of year-end base salary.

  28. Short-Term Incentive Plan (“STIP”)

    | Role | 2024 STIP Target Opportunity (% of Salary) | | CEO and Chief Financial Officer | 100% | | EVP Corporate Development and Chief Operating Officer | 75% | | Other NEOs | 50% |

  29. Short-Term Incentive Plan (“STIP”)

    Company Performance (50% of outcome) Three performance measures were approved in respect of the Company performance element for the 2024 STIP: • Achieve automatic production at the CQP of 10 cells that are mechanically in-spec and chargeable and dischargeable by end of April 2024 (20%). • Receive conditional financing approval for Giga America based on conventional technology building on IRA subsidies by end of December 2024 (15%). • Assure cash spending in accordance with budget on a monthly basis and accurate and compliant financial reporting on a quarterly basis (15%). Individual Performance (50% of outcome) The Compensation Committee believes that it is important for all STIP participants, including the NEOs, to have an element of their STIP opportunity tied directly to individual performance. This enables an assessment of performance relative to key performance indicators and milestones that align to individual strategic priorities, with consideration to how they were achieved in accordance with our values. Three key performance indicators were established with each NEO at the start of the year, with final performance determinations to be made for each individual participant as to their performance achievement based on personal and manager assessments. Threshold Requirement To ensure that outcomes appropriately reflect T1’s aggregate performance that might not otherwise be reflected in the Company performance goals, the Compensation Committee has the ability to reduce the STIP outcome, including reducing it to zero, based on its assessment of whether the outcome reflects T1’s broader full-year performance. In making this assessment, the Compensation Committee considers indicators, including, but not limited to, the following: • Safety • Company reputation; • Achievement of key milestones; and • The impact of in-year achievements on long-term performance. Performance Goals for 2025 STIP Due to the transformation that T1 Energy has undergone as a result of the Trina Business Combination, the Board revised the STIP performance goals for fiscal year 2025 to include seven corporate performance measures and three individual performance measures. These measures include goals related to environmental, health and safety compliance; CFIUS approval; integration of the acquired business; corporate transformation; operations at G1; development of the Company’s solar cell manufacturing facility; EBITDA; and individual metrics tied to specific roles within the Company. The new performance measures are intended to promote our pay-for-performance compensation philosophy. Long-Term Incentive Plan (“LTIP”) In support of our compensation philosophy, we believe that a portion of an executive’s compensation should be at risk and aligned with Company performance. The Compensation Committee considers at-risk pay to include STIP and LTIP awards given that the eventual value will vary based on performance and, in the case of LTIP awards, our stock price. Information on LTIP awards granted to our NEOs in 2024 can be found in the Summary Compensation Table below.

  30. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards The Compensation Committee takes into account the timing of our disclosure of material nonpublic information when awarding stock options. Specifically, we generally do not grant stock options (i) during trading blackout periods established under our Insider Trading Policy, or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant. During fiscal year 2024, (i) none of our NEOs were awarded stock options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such reports, and (ii) we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  31. Use of Employment Contracts and Agreements

    Use of Employment Contracts and Agreements The Company has entered into employment contracts and agreements with the NEOs, reflective of typical local market practice and applicable laws. These contracts and agreements, as applicable by NEO, set out terms including compensation, benefits, restrictive covenants and severance obligations upon qualifying termination events. Inclusion of such severance obligations is an important part of the executive compensation program, and they are designed to reflect local market standards and provide assurances to both the Company and NEOs in the event of a termination. None of the contracts or agreements contain any provisions for tax gross-ups in the event of a change in control. Further details on the employment terms and potential severance payments can be found in the section titled “Employment Agreements with NEOs.”

  32. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth the total compensation awarded to, earned by and paid during the years indicated for each of our NEOs:

  33. 2024 Summary Compensation Table

    | Name and Title | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-equity incentive plan ($)(1) | All other compensation ($)(1)(3) | Total ($) | | Daniel Barcelo(4) | 2024 | 128,205 | 1,750,000 | — | — | — | 292,147 | 2,170,352 | | Chief Executive Officer and Chairman of the Board | | | | | | | | | | Joseph Evan Calio(5) | 2024 | 327,692 | — | 2,306,717 | — | 600,000 | — | 3,234,409 | | Chief Financial Officer | | | | | | | | | | Einar GS Kilde(6) | 2024 | 414,728 | — | — | 113,628 | 52,850 | 10,951 | 592,158 | | Chief Development Officer | | | | | | | | | | Tom Einar Jensen(7) | 2024 | 273,740 | — | — | 1,728,000(8) | — | 546,465 | 2,548,205 | | Former Chief Executive Officer | 2023 | 398,363 | — | — | 1,373,626 | — | 178,229 | 1,950,218 | | Birger Steen(9) | 2024 | 325,850 | — | — | — | — | 676,716 | 1,002,566 | | Former Chief Executive Officer | 2023 | 276,500 | — | — | 1,502,503 | — | 69,755 | 1,848,758 | | Oscar K. Brown(10) | 2024 | 284,615 | — | 599,999 | 105,593 | — | 54,167 | 1,044,374 | | Former Chief Financial Officer | 2023 | 600,000 | — | 600,003 | 1,061,022 | — | 92,050 | 2,353,075 |

  34. 2024 Summary Compensation Table

    (1) All dollar amounts for salary and non-equity incentive plan information in this table that were paid in NOK (relating to Mr. Kilde, Mr. Jensen, and Mr. Steen), were converted to U.S. dollars for the purpose of this disclosure using the average exchange ratio of 0.0931 for 2024 and 0.0948 for 2023. (2) Aggregate grant date fair value of share-based awards is computed in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. We used a Black-Scholes-Merton option pricing model for stock options. For RSUs, the grant date fair value was computed based on the closing market price of our common stock on the grant date. The assumptions made in determining the grant date fair value of options under applicable accounting guidance are disclosed in Note 12 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024. (3) The following table contains a breakdown of the compensation and benefits included under All Other Compensation for 2024 in the Summary Compensation table above.

  35. 2024 Summary Compensation Table

    | Name | Defined Contribution Plan(a) | Severance(b) | Life and Health Insurance(c) | Other(d) | Total Other Compensation | | Daniel Barcelo | $— | $— | $— | $292,147 | $292,147 | | Joseph Evan Calio | — | — | — | — | — | | Einar GS Kilde | 10,382 | — | 569 | — | 10,951 | | Tom Einar Jensen | 4,425 | 325,850 | 681 | 215,509 | 546,465 | | Birger Steen | 5,121 | 651,700 | 1,005 | 18,890 | 676,716 | | Oscar K. Brown | — | 50,000 | — | 4,167 | 54,167 |

  36. 2024 Summary Compensation Table

    ____________ (a) The amounts reflect contributions to the employee’s Norwegian defined contribution pension plan. (b) The amounts reflect contractual severance payments that were earned and paid in 2024. (c) The amounts reflect life and health insurance benefits. (d) Mr. Barcelo received $292,147 relating to his service as Chairman and director of the Board. In November 2024, he was named Chief Executive Officer and agreed to no longer receive separate compensation as Chairman of the Board. Mr. Jensen received consulting payments of $172,377 and director’s compensation of $43,132. Mr. Steen received $18,890 for tax advisory support. (4) Mr. Barcelo was appointed Chief Executive Officer in November 2024. He previously served as a non-executive director and Chairman of the Board. The amount in the “Bonus” column for Mr. Barcelo represents a special one-time cash bonus that was paid to Mr. Barcelo in connection with the closing of the Trina Business Combination. This table does not include the special one-time RSUs granted to Mr. Barcelo in connection with the Trina Business Combination, which will be reported in the Company’s 2026 Annual Proxy Statement in accordance with SEC rules. For more information on these awards, see “Compensation Philosophy” above. (5) Mr. Calio was appointed Chief Financial Officer in June 2024. This table does not include the special one-time RSUs granted to Mr. Calio in connection with the Trina Business Combination, which will be reported in the Company’s 2026 Annual Proxy Statement in accordance with SEC rules. For more information on these awards, see “Compensation Philosophy” above. (6) Mr. Kilde was appointed Chief Development Officer in August 2024. He previously served in a non-executive officer role as EVP Project Executive Officer. (7) Mr. Jensen was appointed Chief Executive Officer in June 2024 after previously serving as Chairman of the Board. In November 2024, he transitioned to a non-executive officer role as CEO of European Operations. (8) On August 28, 2024, Mr. Jensen was granted 1,500,000 stock options, which had a total grant date fair value of $1.1 million. The options were subject to the achievement of two targets related to Mr. Jensen’s performance as CEO with each target relating to one-half of the total number of stock options. On November 6, 2024, under the terms of Mr. Jensen’s employment termination and consulting contract the two targets were removed and one-third of the options became vested on the closing of the Trina Business Combination and one third of the options will vest on each of the first and second anniversaries of the closing of the Trina Business Combination. The modified stock options had a value of $1.7 million computed in accordance with FASB ASC Topic 718. (9) Mr. Steen ceased serving as our Chief Executive Officer and departed the Company in June 2024. (10) Mr. Brown ceased serving as our Chief Financial Officer and departed the Company in June 2024.

  37. Outstanding Equity Awards at Year End

    Outstanding Equity Awards at Year End The following table provides information on the holdings of stock and option awards by our NEOs as of December 31, 2024. There were no other stock or option awards held by our NEOs as of December 31, 2024.

  38. Outstanding Equity Awards at Year End

    | | Option awards | | | | | Stock awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option Exercise Price ($) | Option Expiration Date | Number of unearned shares, units or other rights that have not vested (#)(2) | Market or payout value of unearned shares, units or other rights that have not vested ($) | | Daniel Barcelo | 50,000 | — | — | $10.00 | 6/15/2027 | — | — | | Daniel Barcelo | 33,333 | 16,667 | — | $11.83 | 8/18/2027 | — | — | | Daniel Barcelo | 16,667 | 33,333 | — | $7.68 | 6/27/2028 | — | — | | Joseph Evan Calio | — | — | — | — | — | 1,267,427 | $3,269,962 | | Einar GS Kilde | 1,185 | — | — | $10.00 | 7/09/2026 | — | — | | Einar GS Kilde | 100,000 | — | — | $10.00 | 7/09/2026 | — | — | | Einar GS Kilde | 50,630 | 25,316 | — | $8.47 | 6/09/2027 | — | — | | Einar GS Kilde | 1,388 | 694 | — | $12.95 | 9/07/2027 | — | — | | Einar GS Kilde | 25,770 | 51,540 | — | $7.55 | 5/22/2028 | — | — | | Einar GS Kilde | — | 105,000 | — | $1.55 | 1/15/2029 | — | — | | Einar GS Kilde | — | 21,000 | — | $1.43 | 3/15/2029 | — | — | | Tom Einar Jensen | 687,220(3) | — | — | $1.22 | 9/20/2025 | — | — | | Tom Einar Jensen | 661,111 | — | — | $10.00 | 7/13/2026 | — | — | | Tom Einar Jensen | 500,000 | 1,000,000(4) | — | $1.23 | 8/28/2029 | — | — |

  39. Outstanding Equity Awards at Year End

    ____________ (1) Stock options generally vest and become exercisable in three equal installments on each of the first three anniversaries of the grant date. (2) Reflects RSUs that vest as described in the table below:

  40. Outstanding Equity Awards at Year End

    | Name | Year of Grant | Number of Unvested Units | Vesting Schedule | | Joseph Evan Calio | 2024 | 1,267,427 | RSUs subject to three-year pro-rata vesting on 6/13/2025, 6/13/2026, and 6/13/2027 |

  41. Outstanding Equity Awards at Year End

    (3) These warrants are held by EDGE Global. Mr. Jensen and Mr. Matrai are co-owners of EDGE Global, and the above amount may not reflect the actual shares ultimately provided to Mr. Jensen. Each of Mr. Matrai and Mr. Jensen disclaims beneficial ownership of the shares held by EDGE Global except to the extent of his pecuniary interest therein. (4) 50% of these stock options will vest on each of the first and second anniversaries of the closing of the Trina Business Combination.

  42. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (or “CAP”) to the Company’s principal executive officer (“PEO”) and non-PEO NEOs and certain aspects of the financial performance of the Company. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see the section titled “Executive Compensation” included above. We do not currently use any other financial performance measure to link CAP to the CEO and our other NEOs to the Company’s performance.

  43. Pay Versus Performance Disclosure

    | Year | Summary compensation table total PEO 1(1) | Summary compensation table total PEO 2(1) | Summary compensation table total PEO 3(1) | Compensation actually paid to PEO 1(1)(2) | Compensation actually paid to PEO 2(1)(2) | Compensation actually paid to PEO 3(1)(2) | Average summary compensation table total for non-CEO NEOs(1) | Average compensation actually paid to non-CEO NEOs(1)(2) | Net Income (Loss) ($000)(3) | | 2024 | $2,170,352 | $1,002,566 | $2,548,205 | $2,170,352 | $833,859 | $3,575,260 | $1,623,647 | $1,733,398 | $(450,554) | | 2023 | — | 1,848,758 | 1,950,218 | — | 514,962 | 591,910 | 1,317,925 | 258,204 | (73,096) | | 2022 | — | — | 1,004,349 | — | — | 988,293 | 2,029,690 | 2,172,144 | (99,119) |

  44. Pay Versus Performance Disclosure

    ____________ (1) PEO 1 refers to Daniel Barcelo, our current PEO, PEO 2 refers to Birger Steen, and PEO 3 refers to Tom Einar Jensen. Amounts represent CAP to our CEO(s) and the average CAP to our remaining NEOs for the relevant year, as determined under SEC rules and described below, which includes the following individuals for each year:

  45. Pay Versus Performance Disclosure

    | Year | CEO | Non-CEO Named Executive Officers | | 2024 | Daniel Barcelo, Birger Steen and Tom Einar Jensen | Joseph Evan Calio, Einar GS Kilde and Oscar K. Brown | | 2023 | Birger Steen and Tom Einar Jensen | Oscar K. Brown, Jeremy Bezdek, Andreas Bentzen, Are L. Brautaset, Jan Arve Haugan and Tove Nilsen Ljungquist | | 2022 | Tom Einar Jensen | Oscar K. Brown and Jan Arve Haugan |

  46. Pay Versus Performance Disclosure

    (2) SEC rules require certain adjustments be made to the Summary Compensation Table (“SCT”) totals to determine CAP as reported in the Pay versus Performance Table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO as realized income, but rather is a value calculated under applicable SEC rules. In general, CAP is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date. The unvested equity values are computed in accordance with the methodology used for financial reporting purposes. The following table details these adjustments. The Company offers neither a defined benefit pension plan nor dividends, so no adjustment for those items is included in the table below.

  47. Pay Versus Performance Disclosure

    | | 2024 | | | | 2023 | | | 2022 | | | | PEO 1 | PEO 2 | PEO 3 | Average Non-CEO NEOs | PEO 2 | PEO 3 | Average Non-CEO NEOs | PEO 3 | Average Non-CEO NEOs | | SCT Total | $2,170,352 | $1,002,566 | $2,548,205 | $1,623,647 | $1,848,758 | $1,950,218 | $1,317,925 | $1,004,349 | $2,029,690 | | Deduction for amounts reported in the “Stock Awards” column in the SCT | — | — | — | (968,905) | — | — | (141,668) | — | (225,000) | | Deduction for amounts reported in the “Option Awards” column in the SCT | — | — | (1,728,000) | (73,074) | (1,502,503) | (1,373,626) | (511,240) | (350,387) | (944,312) | | Year end fair value of equity awards granted during the year that are outstanding and unvested as of the last day of the covered year | — | — | — | 1,166,847 | 168,707 | 210,500 | 77,527 | — | 1,402,940 |

  48. Pay Versus Performance Disclosure

    | | 2024 | | | | 2023 | | | 2022 | | | | PEO 1 | PEO 2 | PEO 3 | Average Non-CEO NEOs | PEO 2 | PEO 3 | Average Non-CEO NEOs | PEO 3 | Average Non-CEO NEOs | | Change in fair value of awards granted in prior years that are outstanding and unvested as of the last day of the covered year | — | — | — | 16,091 | — | (110,498) | (440,407) | 222,885 | (77,121) | | Change in the fair value from the end of the prior year to the vesting date for vested awards during the covered year | — | — | 7,555 | 40,214 | — | (84,684) | (43,933) | 111,446 | (14,053) | | Fair value of awards that are granted and vested during the covered year | — | — | 2,805,000 | — | — | — | — | — | — | | For awards granted in prior years that are determined to fail to meet the applicable vesting conditions | — | (168,707) | (57,500) | (71,422) | — | — | — | — | — | | CAP | $2,170,352 | $833,859 | $3,575,260 | $1,733,398 | $514,962 | $591,910 | $258,204 | $988,293 | $2,172,144 |

  49. Pay Versus Performance Disclosure

    (3) The amounts in this column represent the Company’s disclosed net loss for each reported year. As of 2024, we do not use any other financial performance measure to link CAP to the CEO and our other NEOs to the Company’s performance.