DEF 14A of T1 Energy Inc., May 18, 2026

DEF 14A of T1 Energy Inc.

Filed May 18, 2026 · FY20250001213900-26-058457

Open on EDGAR

  1. TO BE HELD ON WEDNESDAY, JUNE 17, 2026

    | | Page | | INFORMATION ABOUT THE ANNUAL MEETING AND PROXY MATERIALS | 1 | | PROPOSAL 1 — ELECTION OF DIRECTORS | 6 | | DIRECTOR COMPENSATION | 14 | | PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 17 | | AUDIT AND RISK COMMITTEE REPORT | 19 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 20 | | INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 22 | | EXECUTIVE COMPENSATION | 23 | | PROPOSAL 3 — ADVISORY VOTE ON THE COMPENSATION OF OUR NEOs | 32 | | PROPOSAL 4 — AMENDMENT OF THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK | 33 | | CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 35 | | STOCKHOLDER PROPOSALS FOR 2027 ANNUAL MEETING | 42 | | FORWARD-LOOKING STATEMENTS | 43 | | OTHER MATTERS | 45 |

  2. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Our Board has nominated each of the following eight persons to stand for election for a term expiring at the 2027 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, Daniel Artemus Steingart, Jessica Wirth Strine, W. Richard Anderson and Robert Hammond. 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 stockholders, including: industry expertise, financial acumen, risk management, operational expertise, executive leadership, and government affairs among other 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 | 56 | Chief Executive Officer (“CEO”) and Chairman of the Board | | W. Richard Anderson | 72 | Director | | Todd Jason Kantor | 47 | Director | | David J. Manners | 71 | Director | | Peter Matrai | 53 | Director | | Daniel Artemus Steingart | 48 | Director | | Jessica Wirth Strine | 47 | Director | | Robert Hammond | 68 | Director |

  4. Daniel Barcelo

    Daniel Barcelo Daniel Barcelo, 56, is the Chairman of the Board and the Company’s CEO. He has served as a director of T1 Energy since the consummation of the Alussa Business Combination (as defined below) and was appointed CEO 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. Mr. Barcelo has also served as a director of Alussa Energy Acquisition Corp. II (NYSE: ALUB), a special purpose acquisition company focused on energy and power infrastructure, since November 2025. 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. 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, 72, 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. Since November 2025, Mr. Anderson has also served as a director and the chairman of the board of Alussa Energy Acquisition Corp. II (NYSE: ALUB), a special purpose acquisition company focused on energy and power infrastructure. 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 26 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. 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, 47, 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 25 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 started his career at JP Morgan in the Global Oil and Gas Investment Banking Group. Mr. Kantor has a B.B.A. degree, with a concentration in Finance, from the Goizueta Business School at Emory University. 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. David J. Manners

    David J. Manners David J. Manners, 71, 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. 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.

  8. Peter Matrai

    Peter Matrai Peter Matrai, 53, has served as a director of T1 Energy since the consummation of the business combination of the Company’s predecessor with Alussa Energy Acquisition Corp (the “Alussa Business Combination”). Mr. Matrai also serves as a consultant to the Company pursuant to a consulting agreement entered into on May 14, 2021, as amended. 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. Since November 2025, Mr. Matrai has also served as a director Alussa Energy Acquisition Corp. II (NYSE: ALUB), a special purpose acquisition company focused on energy and power infrastructure. 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.

  9. Daniel Artemus Steingart

    Daniel Artemus Steingart Daniel Artemus Steingart, 48, 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 more than 20 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.

  10. Jessica Wirth Strine

    Jessica Wirth Strine Jessica Wirth Strine, 47, 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.

  11. Robert Hammond

    Robert Hammond Robert Hammond, 68, has served as a director of T1 Energy since March 2026. Mr. Hammond brings more than 40 years of experience in the energy industry, with extensive expertise in investor relations and corporate communications. From 1994 until his retirement in 2023, Mr. Hammond served as Director, Investor Relations — North America at TotalEnergies, where he developed and implemented the company’s U.S. investor relations program, playing a central role in growing U.S. institutional ownership and establishing the United States as TotalEnergies’ largest shareholder group by country. During his tenure, Mr. Hammond worked closely with executive management on strategic communications to investors and the Board of Directors. Prior to joining TotalEnergies, Mr. Hammond held a financial reporting role at Oryx Energy Company from 1980 to 1994, where he gained foundational experience in SEC reporting, communication strategies and investor targeting. Mr. Hammond holds an M.B.A. from Southern Methodist University and a B.B.A. from the University of Texas at Arlington. Mr. Hammond, who was appointed to the Board on March 26, 2026, was initially identified and recommended for consideration by certain of the Company’s executive officers, together with Ms. Jessica Wirth Strine, in her capacity as a non-management director and Chair of the Nominating and Corporate Governance Committee. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE ABOVE NOMINEES FOR ELECTION AS DIRECTORS.

  12. General Information About the Board of Directors

    General Information About the Board of Directors

  13. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Currently, Mr. Barcelo, our Chairman and CEO, is the only Board member who is also a T1 employee. All compensation Mr. Barcelo received from us in 2025 is included in the Summary Compensation Table on page 26 of this Proxy. The Board has the sole authority to approve the compensation structure for all non-employee directors. The Compensation Committee provides recommendations to the Board on the structure of our non-employee director compensation program. Director compensation is reviewed at least annually and is determined for each one-year Board term, commencing at the Annual Meeting and ending at the following Annual Meeting. The Board seeks to set non-employee director compensation at an adequate level to compensate non-employee directors for their time and effort expended in satisfying their obligations without jeopardizing their independence. Each year, the Board considers the type and amount of compensation provided to our non-employee directors, using analyses and recommendations from the Compensation Committee’s independent compensation consultant, Kavea Consulting, LLC (“Kavea”), and comparative data from relevant data sources. The Board also takes into account the responsibilities of each committee, the time commitments required for each committee to comply with increasing regulatory requirements and other committee responsibilities, the need to attract and retain quality director candidates, our financial performance, and general market conditions.

  14. Highlights of our Non-Employee Director Compensation Program

    Highlights of our Non-Employee Director Compensation Program • No fees for Board Meeting Attendance: No fees are paid for Board or committee meeting attendance. • Emphasis on Equity: There is an emphasis on equity in the overall compensation mix to further align interests with stockholders, with annual equity awards vesting on the first anniversary of the grant date. • Recognition of Special Roles: Special roles (such as committee chairs) are fairly recognized for their additional time commitments, but no fees are paid for committee membership generally. • Limited Perquisites: Other benefits are limited (e.g., matching charitable contributions).

  15. Director Compensation for 2025 Compensation Period

    Director Compensation for 2025 Compensation Period In 2025, the Compensation Committee considered the compensation of the non-employee directors, seeking the input of our independent compensation consultant, Kavea, and provided a report on director compensation to the Board for its use in setting director pay for the 2025 compensation period. Overall, the Board and the Compensation Committee believe that Kavea’s report showed that our non-employee director compensation program is aligned with market trends. Based on this report and the considerations described above, the Board determined that no changes to the non-employee director compensation program were necessary. Compensation for non-employee directors for the 2024 and 2025 compensation periods was as follows:

  16. Director Compensation for 2025 Compensation Period

    | | Assignment | Compensation for 2024 ($) | Compensation for 2025 ($) | | Annual cash retainer | Member | 100,000 | No change | | Annual fee for the Audit and Risk Committee | Chair | 35,000 | No change | | | Member | 20,000 | No change | | Annual fee for the Compensation Committee | Chair | 25,000 | No change | | | Member | 10,000 | No change | | Annual fee for the Nominating & Corporate Governance Committee | Chair | 25,000 | No change | | | Member | 10,000 | No change | | Annual equity award (restricted stock or restricted stock units) | | • 50,000 restricted stock units (“RSUs”) for Directors, • 200,000 RSUs for Chairman | No change |

  17. Director Compensation for 2025 Compensation Period

    Annual equity awards were granted in 2025 pursuant to the T1 Energy Inc. 2021 Equity Incentive Plan, amended and restated by the Board as of April 22, 2024, and approved by the Company’s stockholders on June 13, 2024 (the “ Equity Plan”).

  18. 2025 Director Compensation

    2025 Director Compensation The following table contains information about our non-employee directors’ fiscal year 2025 compensation.

  19. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | W. Richard Anderson | 145,000 | 223,500 | — | 368,500 | | Todd Jason Kantor(2) | — | — | — | — | | Mingxing Lin(3) | 100,000 | 223,500 | 495,000(4) | 818,500 | | David Manners | 100,000 | 223,500 | | 323,500 | | Peter Matrai | 100,000 | 223,500 | 360,000(5) | 683,500 | | Daniel Artemus Steingart | 125,000 | 223,500 | 15,000(6) | 363,500 | | Jessica Wirth Strine | 145,000 | 223,500 | — | 368,500 | | Tore Ivar Slettemoen(7) | 140,000 | 223,500 | 45,000(8) | 408,500 |

  20. 2025 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. As of December 31, 2025, our non-employee directors held the following number of equity awards, consisting of vested RSUs that have not yet been settled and outstanding stock options: Mr. Anderson (50,000 RSUs), Mr. Kantor (0), Mr. Lin (50,000 RSUs), Mr. Manners (50,000 RSUs), Mr. Matrai (50,000 RSUs and 200,000 stock options), Mr. Steingart (50,000 RSUs and 50,000 stock options), Ms. Strine (50,000 RSUs) and Mr. Slettemoen (50,000 RSUs). (2) Mr. Kantor has agreed not to receive any compensation for his service on the Board. (3) Mr. Lin resigned from the Board effective March 30, 2026. (4) Includes $480,000 in compensation pursuant to the Amended Lin Consulting Agreement (as defined and discussed further below) and $15,000 for serving on the Company’s European Portfolio Optimization Committee as a non-voting observer, which was dissolved on March 26, 2026. (5) Includes $360,000 in compensation from the Matrai Consulting Agreement (as defined and discussed further below). (6) Includes compensation of $15,000 for serving on the Company’s European Portfolio Optimization Committee, which was dissolved on March 26, 2026. (7) Mr. Slettemoen resigned from the Board on March 26, 2026. (8) Includes compensation of $45,000 for serving as the Chair to the Company’s European Portfolio Optimization Committee, which was dissolved on March 26, 2026.

  21. Agreements with T1 Energy Non-Employee Directors

    Agreements with T1 Energy Non-Employee Directors Details of certain agreements with our directors are outlined below and are also discussed under Related Person Transactions. Consulting Agreement with Mr. Matrai We entered into a consultancy agreement with Peter Matrai, our co-founder and a director, to serve as a consultant, dated May 14, 2021 and as amended as of February 11, 2026 (the “Matrai Consulting Agreement”). The current term of the Matrai Consulting Agreement commenced on January 1, 2026 and will expire on December 31, 2026, unless terminated earlier in accordance with the terms of the Matrai Consulting Agreement. Pursuant to the Matrai Consulting Agreement, Mr. Matrai receives a consulting fee of $30,000 per month and he is eligible to receive share-based compensation awards under the Equity Plan. The Matrai Consulting Agreement contains customary confidentiality, non-competition, non-solicitation, and intellectual property assignment provisions. Mr. Matrai is expected to be engaged for the majority of his working time in the provision of services in accordance with the Matrai Consulting Agreement. The Matrai Consulting Agreement also provides that if, during the term, the Company signs a definitive agreement related to a significant merger and acquisition transaction (as determined in good faith by the Company in its sole discretion) which Mr. Matrai advises on, the Company shall grant him an award of RSUs covering a number of shares of Common Stock with a grant date fair market value of $250,000, vesting in three equal annual installments. Vesting is not conditioned on Mr. Matrai’s continued service as a director and unvested RSUs continue to vest notwithstanding expiration, non-renewal or termination of the Matrai Consulting Agreement or Mr. Matrai’s resignation or removal as a director, except in the event of a termination for cause. Consulting Agreement with Mr. Lin We entered into a consultancy agreement with Mr. Lin, former director of the Board, on November 6, 2024 (the “Original Lin Consulting Agreement”), which became effective on December 23, 2024. On December 29, 2025, the Company and Mr. Lin entered into an Amended and Restated Consultancy Agreement (the “Amended Lin Consulting Agreement”), which amended and restated the Original Lin Consulting Agreement to change his title to “Consultant” and to make certain other changes clarifying his responsibilities as consultant to the Company. Under the Amended Lin Consulting Agreement, Mr. Lin receives a consulting fee of $40,000 per month. The Amended Lin Consulting Agreement continues until terminated in accordance with its terms. The Amended Lin Consulting Agreement also contains customary confidentiality, intellectual property assignment and indemnification provisions.

  22. Joseph Evan Calio

    Joseph Evan Calio Joseph Evan Calio, 59, 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 SEC. He earned a B.S. from Lehigh University, a J.D. from Widener University School of Law, and an LLM from Georgetown University Law Center.

  23. Andreas Bentzen

    Andreas Bentzen Andreas Bentzen, 50, has served as Chief Technology Officer of T1 Energy since November 2023. He joined the company 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 M.Sc. 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, 57, has served as Chief Legal 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 SOLARCYCLE 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. Jaime Gualy

    Jaime Gualy Jaime Gualy, 56, has served as Chief Operating Officer of T1 Energy since August 2025. Prior to his appointment to his current role, he served as Executive Vice President — Corporate Development since January 2025 and prior to this as a consultant to the Company since May 2024. Prior to joining T1 Energy, Mr. Gualy was the founder and managing partner of Brittmoore Advisors, LLC, a strategic consulting firm specializing in energy. Previously, Mr. Gualy was co-founder and Chief Commercial Officer of Stagecoach Renewables LLC, a company backed by Apollo Global Management focused on acquiring renewable energy royalties. Mr. Gualy also served as Managing Director — Energy Investment Banking at KLR Group LLC, an energy-focused investment bank. Mr. Gualy also held senior investment management roles, including at Macquarie Capital, Carlyle Blue-Wave Partners, and others. Mr. Gualy holds a B.S. in Business Administration from the University of Houston and an M.B.A. from Rice University.

  26. 2025 Annual Incentive Awards

    2025 Annual Incentive Awards For 2025, our NEOs were eligible to earn short-term incentive plan (“STIP”) awards under T1’s Annual Incentive Plan (hereafter the “2025 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 goals 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 Compensation Committee may adjust the ultimate STIP award payment a NEO would receive with respect to the Company performance measures, up or down, based on the Compensation Committee’s assessment of the NEO’s performance for the year. To that end, the Compensation Committee considers various criteria, including each NEO’s impact during the year and overall value to T1, specifically considering each NEO’s leadership skills, impact on strategic initiatives, performance in their primary area of responsibility, role and trajectory in succession planning and development, and other intangible qualities that contribute to our success.

  27. Long-Term Equity-Based Incentive Awards

    Long-Term Equity-Based Incentive Awards Each year, we grant our NEOs long-term equity-based incentive awards. The Compensation Committee determines the amount of these awards, as well as the mix of time-based awards. Currently, our long-term equity-based incentive awards are in the form of stock options and RSUs. When considering the total long-term equity-based incentive award amount granted to each NEO, the Compensation Committee generally reviews estimated targets for compensation, the relative value of each compensation element, the expense of such awards, and the impact on dilution. Information on long-term incentive plan awards granted to our NEOs in 2025 can be found in the Summary Compensation Table below.

  28. Independent Compensation Consultant

    Independent Compensation Consultant Under its charter, the Compensation Committee has the authority, in its sole discretion, to retain or obtain the advice of a compensation consultant. After an extensive review of proposals from several leading compensation consultants, the Committee determined to retain Kavea as its independent compensation consultant effective beginning in 2025. The Committee did not engage any other consultants to provide executive compensation consulting services on its behalf during the 2025 fiscal year. Kavea assists the Compensation Committee in developing a competitive total compensation program that is consistent with our philosophy of goal-oriented pay for performance and that allows us to attract, retain and motivate talented executives. For 2025, Kavea’s services included providing an annual analysis of the compensation of our officers and directors, and their counterparts at comparator companies. The analysis compares each element of compensation and total direct compensation awarded by T1 and by our peers to our respective executive officers and directors. Kavea also provides assistance in the ongoing support with respect to regulatory and other considerations that affect compensation programs as requested by the Compensation Committee. Kavea reports exclusively to the Compensation Committee. The Compensation Committee reviewed Kavea’s independence and determined that there were no conflicts of interest as a result of this engagement.

  29. Anti-Hedging and Anti-Pledging Policies

    Anti-Hedging and Anti-Pledging Policies The Company maintains an Insider Trading Policy that is applicable to all directors and employees, including our NEOs. Among other things, the policy prohibits any director or employee of the Company from (i) engaging in short sales of the Company’s securities (ii) trading in publicly-traded options, such as puts and calls, and other derivative securities with respect to the Company’s securities (other than stock options, RSUs and other compensatory awards issued by the Company) (iii) engaging (directly or indirectly) in hedging transactions, or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company securities, (iv) pledging the Company’s securities as collateral for any loan or as part of any other pledging transaction, unless approved by the Compliance Officer in writing, (v) holding Common Stock in margin accounts, or (vi) placing standing or limit orders on Company securities, unless executed as part of an approved Rule 10b5-1 Plan.

  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. In compliance with Item 402(x) of Regulation S-K, the following table sets forth certain information regarding the options granted to one of our named executive officers in 2025:

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

    | Name | Grant date | Number of securities underlying the award | Exercise price of the award ($/Sh) | Grant date fair value of the award ($) | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information | | Joseph Evan Calio | 8/20/2025 | 300,000 | 1.33 | 270,000 | 1.36% |

  32. Summary Compensation Table

    Summary Compensation Table The following table sets forth information with respect to the compensation of our NEOs for the years ended December 31, 2025 and 2024.

  33. Summary Compensation Table

    | | Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(4) | Total ($) | | Daniel Barcelo | 2025 | 800,000 | 800,000 | 3,752,000(5) | — | 420,000 | 5,846 | 5,777,846 | | Chairman & CEO | 2024 | 128,205 | 1,750,000 | — | — | — | 292,147 | 2,170,352 | | Joseph Evan Calio | 2025 | 600,000 | 600,000 | 5,190,000(6) | 270,000 | 315,000 | 39,122 | 7,014,122 | | Chief Financial Officer | 2024 | 327,692 | — | 2,306,717(7) | — | 600,000 | — | 3,234,409 | | Einar GS Kilde(1) | 2025 | 550,000 | 154,688 | 277,200 | — | — | 11,469 | 993,357 | | Chief Development Officer | 2024 | 414,728 | — | — | 113,628 | 52,850 | 10,951 | 592,158 |

  34. Summary Compensation Table

    ____________ (1) All dollar amounts for salary, non-equity incentive plan and all other compensation information in this table that were paid in NOK (relating to Mr. Kilde), were converted to U.S. dollars for the purpose of this disclosure using the average exchange ratio of 0.1 for 2025 and 0.0931 for 2024. (2) The amounts shown for 2025 reflect payments made in 2026 pursuant to the annual incentive awards granted under the 2025 STIP. In accordance with SEC rules, the amounts reported in the “Bonus” column reflect the amount, paid pursuant to the individual performance assessment portion of the STIP awards, while the amounts reported in the “Non-Equity Incentive Plan Compensation” column reflect the amount paid pursuant to the Company performance measures. (3) Aggregate grant date fair value of share-based awards is computed in accordance with the FASB 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 13 of Notes to Consolidated Financial Statements in our 2025 Form 10-K. For Mr. Barcelo, the amount in this column includes RSUs that he received in 2025 in connection with his service as Chairman of the Board. (4) For 2025, “All Other Compensation” includes:

  35. Summary Compensation Table

    | Named Executive Officer | Defined Contribution Plan ($) | Life and Health Insurance ($) | Total Other Compensation ($) | | Daniel Barcelo | 4,598 | 1,248 | 5,846 | | Joseph Evan Calio | 18,923 | 20,199 | 39,122 | | Einar GS Kilde | 10,714 | 755 | 11,469 |

  36. Summary Compensation Table

    (5) This amount includes the value of a 1,000,000 one-time RSUs award in connection with a transaction bonus granted to Mr. Barcelo on January 1, 2025 under the Equity Plan. Further details about this grant in footnote (3) in the table below under “Outstanding Equity Awards at Fiscal Year-End.” (6) This amount includes the value of a 1,500,000 one-time RSUs award in connection with a transaction bonus granted to Mr. Calio on January 1, 2025 under the Equity Plan. Further details about this grant in footnote (6) in the table below under “Outstanding Equity Awards at Fiscal Year-End.” (7) This amount relates specifically to 1,267,427 RSUs that Mr. Calio received in connection with his Sign-On RSUs (as defined below) granted on June 13, 2024, pursuant to the terms of his Employment Agreement which are further described below under “Employment Agreements with T1 NEOs — Employment Agreement with Mr. Calio.”

  37. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table contains information about our NEOs’ outstanding equity awards at December 31, 2025.

  38. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of securities underlying unexercised options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock or Units that have not Vested (#) | Market value of shares or units of stock that have not vested(2) ($) | | Daniel Barcelo | — | — | — | — | 666,667(3) | 4,453,329 | | | — | 16,667(4) | 7.68 | 6/27/2028 | — | — | | Joseph Evan Calio | — | — | — | — | 844,952(5) | 5,644,279 | | | — | — | — | — | 1,000,000(6) | 6,680,000 | | | — | — | — | — | 483,871(7) | 3,232,258 | | | — | — | — | — | 375,000(8) | 2,505,000 | | | — | 300,000(9) | 1.33 | 8/20/2030 | — | — | | Einar GS Kilde | 1,185 | — | 10 | 8/20/2030 | — | — | | | 100,000 | — | 10 | 7/9/2026 | — | — | | | 75,946 | — | 7.63 | 7/9/2026 | — | — | | | 2,082 | — | 12.98 | 6/9/2027 | — | — | | | 51,540 | 25,770(10) | 7.55 | 9/7/2027 | — | — | | | 35,000 | 70,000(11) | 1.55 | 5/22/2028 | — | — | | | 7,000 | 14,000(12) | 1.43 | 1/15/2029 | — | — | | | — | — | — | — | 210,000(13) | 1,402,800 |

  39. Outstanding Equity Awards at Fiscal 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) The value of the RSUs is based on a price of $6.68 per share, which was the closing price of the Company’s Common Stock on December 31, 2025, the last trading day of the Company’s fiscal year. (3) Represents 666,667 RSUs that were unvested as of December 31, 2025 out of the 1,000,000 RSUs granted to Mr. Barcelo on January 1, 2025 under the Equity Plan. One-third (1/3) of the units (333,333 RSUs) vested on January 1, 2025, one-third (1/3) of the units (333,333 RSUs) vested on January 1, 2026 and the remaining one-third (1/3) of the units (333,334 RSUs) shall vest on January 1, 2027. (4) Represents 16,667 stock options that were unvested as of December 31, 2025 out of the 50,000 stock options granted to Mr. Barcelo on June 27, 2023 under the Equity Plan. One-third (1/3) of the options (16,667 shares) vested on June 27, 2024, one-third (1/3) of the options (16,666 shares) vested on June 27, 2025 and the remaining one-third (1/3) of the options (16,667 shares) shall vest on June 27, 2026. (5) Represents 844,952 RSUs that were unvested as of December 31, 2025 out of the 1,267,427 RSUs granted to Mr. Calio on June 13, 2024 under the Equity Plan. One-third (1/3) of the units (422,475 RSUs) vested on June 13, 2025, one-third (1/3) of the units (422,476 RSUs) shall vest on June 13, 2026 and the remaining one-third (1/3) of the units (422,476 RSUs) shall vest on June 13, 2027. (6) Represents 1,000,000 RSUs that were unvested as of December 31, 2025 out of the 1,500,000 RSUs granted to Mr. Calio on January 1, 2025 under the Equity Plan. One-third (1/3) of the units (500,000 RSUs) vested on January 1, 2025, one-third (1/3) of the units (500,000 RSUs) vested on January 1, 2026 and the remaining one-third (1/3) of the units (500,000 RSUs) shall vest on January 1, 2027. (7) Represents 483,871 RSUs granted to Mr. Calio on April 29, 2025 under the Equity Plan, all of which were unvested as of December 31, 2025. One-third (1/3) of the units (161,290 RSUs) vested on April 29, 2026, one-third (1/3) of the units (161,290 RSUs) shall vest on April 29, 2027 and the remaining one-third (1/3) of the units (161,291 RSUs) shall vest on April 29, 2028. (8) Represents 375,000 RSUs granted to Mr. Calio on June 23, 2025 under the Equity Plan, all of which were unvested as of December 31, 2025. One-third (1/3) of the units (125,000 RSUs) shall vest on June 23, 2026, one-third (1/3) of the units (125,000 RSUs) shall vest on June 23, 2027 and the remaining one-third (1/3) of the units (125,000 RSUs) shall vest on June 23, 2028. (9) Represents 300,000 stock options granted to Mr. Calio on August 20, 2025 under the Equity Plan, all of which were unvested as of December 31, 2025. One-third (1/3) of the options (100,000 options) shall vest on August 20, 2026, one-third (1/3) of the options (100,000 options) shall vest on August 20, 2027 and the remaining one-third (1/3) of the options (100,000 options) shall vest on August 20, 2028. (10) Represents 25,770 stock options that were unvested as of December 31, 2025 out of the 77,310 stock options granted to Mr. Kilde on May 22, 2023 under the Equity Plan. One-third (1/3) of the options (25,770 options) vested on May 22, 2024, one-third (1/3) of the options (25,770 options) vested on May 22, 2025 and the remaining one-third (1/3) of the options (25,770 options) shall vest on May 22, 2026. (11) Represents 70,000 stock options that were unvested as of December 31, 2025 out of the 105,000 stock options granted to Mr. Kilde on January 15, 2024 under the Equity Plan. One-third (1/3) of the options (35,000 options) vested on January 15, 2025, one-third (1/3) of the options (35,000 options) vested on January 15, 2026 and the remaining one-third (1/3) of the options (35,000 options) shall vest on January 15, 2027. (12) Represents 14,000 stock options that were unvested as of December 31, 2025 out of the 21,000 stock options granted to Mr. Kilde on March 15, 2024 under the Equity Plan. One-third (1/3) of the options (7,000 options) vested on March 15, 2025, one-third (1/3) of the options (7,000 options) vested on March 15, 2026 and the remaining one-third (1/3) of the options (7,000 options) shall vest on March 15, 2027. (13) Represents 210,000 RSUs granted to Mr. Kilde on June 23, 2025 under the Equity Plan, all of which were unvested as of December 31, 2025. One-third (1/3) of the units (70,000 RSUs) shall vest on June 23, 2026, one-third (1/3) of the units (70,000 RSUs) shall vest on June 23, 2027 and the remaining one-third (1/3) of the units (70,000 RSUs) shall vest on June 23, 2028.

  40. Pay Versus Performance

    Pay Versus Performance 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 for 2025, 2024 and 2023 and certain aspects of the financial performance of the Company. The Compensation Committee does not utilize CAP as the basis for making compensation decisions. 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.

  41. Pay Versus Performance Table

    Pay Versus Performance Table

  42. Pay Versus Performance Table

    | 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) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(3) | Net Income ($000)(4) | | 2025 | $5,777,846 | — | — | $8,283,181 | — | — | $4,003,740 | $10,998,273 | $508.46 | $(380,789) | | 2024 | $2,170,352 | $1,002,566 | $2,548,205 | $2,170,352 | $833,859 | $3,575,260 | $1,623,647 | $1,733,398 | $114.65 | $(450,554) | | 2023 | — | $1,848,758 | $1,950,218 | — | $514,962 | $591,910 | $1,317,925 | $258,204 | $83.96 | $(73,096) |

  43. Pay Versus Performance Table

    ____________ (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:

  44. Pay Versus Performance Table

    | Year | CEO | Non-CEO Named Executive Officers | | 2025 | Daniel Barcelo | Joseph Evan Calio and Einar GS Kilde | | 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 |

  45. Pay Versus Performance Table

    (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 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.

  46. Pay Versus Performance Table

    | | 2025 | | | | PEO 1 | Average Non-CEO NEOs | | SCT Total | $5,777,846 | $4,003,740 | | Deduction for amounts reported in the “Stock Awards” column in the SCT | $3,752,000 | $2,733,600 | | Deduction for amounts reported in the “Option Awards” column in the SCT | $0 | $135,000 | | 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 | $4,453,336 | $7,712,529 | | Change in fair value of awards granted in prior years that are outstanding and unvested as of the last day of the covered year | $0 | $1,732,152 | | Change in the fair value from the end of the prior year to the vesting date for vested awards during the covered year | $0 | $(264,047) | | Fair value of awards that are granted and vested during the covered year | $1,803,999 | $682,500 | | Deduction for awards granted in prior years that are determined to fail to meet the applicable vesting conditions | $0 | $0 | | CAP | $8,283,181 | $10,998,273 |

  47. Pay Versus Performance Table

    (3) TSR is determined based on the end of the year value of $100 invested for the period from December 31, 2022 through the end of the listed fiscal year. (4) The amounts in this column represent the Company’s disclosed net loss for each reported year. Description of the Relationship Between Pay and Performance The following chart sets forth the relationship between CAP to our PEO 1, PEO 2, and PEO 3 and average CAP to our other named executive officers and Company total stockholder return for the years ended 2023, 2024 and 2025. The following charts set forth the relationship between CAP to our PEO 1, PEO 2, and PEO 3 and average CAP to our other named executive officers and the Company’s net income (loss) for the years ended 2023, 2024 and 2025.