DEF 14A of First Solar, Inc., Mar 28, 2024

DEF 14A of First Solar, Inc.

Filed Mar 28, 2024 · FY20230001274494-24-000018

Open on EDGAR

  1. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

    | | Page | | QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 1 | | CORPORATE GOVERNANCE | 7 | | DIRECTORS | 20 | | NON-ASSOCIATE DIRECTOR COMPENSATION | 28 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 30 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 31 | | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 32 | | COMPENSATION DISCUSSION AND ANALYSIS | 33 | | COMPENSATION COMMITTEE REPORT | 49 | | EXECUTIVE COMPENSATION | 50 | | PROPOSAL NO. 1: ELECTION OF DIRECTORS | 67 | | PROPOSAL NO. 2: RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP | 68 | | PROPOSAL NO. 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 69 | | PROPOSAL NO. 4: TO APPROVE AN AMENDMENT AND RESTATEMENT OF OUR BYLAWS TO PERMIT STOCKHOLDERS TO CALL SPECIAL MEETINGS | 70 | | PROPOSAL NO. 5: STOCKHOLDER PROPOSAL – ADOPT A SHAREHOLDER RIGHT TO CALL A SPECIAL SHAREHOLDER MEETING | 73 | | DELINQUENT SECTION 16(a) REPORTS | 76 | | OTHER MATTERS | 76 | | HOUSEHOLDING | 76 | | STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS | 77 | | REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 78 | | APPENDIX A - AMENDMENTS TO THE AMENDED AND RESTATED BYLAWS OF FIRST SOLAR, INC. TO PERMIT STOCKHOLDERS TO CALL SPECIAL MEETINGS | A-1 |

  2. DIRECTORS

    DIRECTORS Members of the board of directors are elected at each annual meeting of stockholders and serve until the next annual meeting or until their respective successors have been elected and qualified. The following information provided with respect to the principal occupation, affiliations, and business experience for each of the candidates for election to the board of directors has been furnished to us by such candidates. The name of and certain information regarding each director is set forth below as of March 14, 2024. Other than Richard D. Chapman, George A. (“Chip”) Hambro, and Craig Kennedy, who are not standing for re-election at the annual meeting, each of the persons is a candidate for election to the board of directors at the annual meeting. In concluding that each of the following persons should serve as a director, the board of directors considered such person’s qualifications as described below and determined that each individual would provide the contributions to the board of directors as specified. There are no family relationships among directors or executive officers of the Company.

  3. DIRECTORS

    | Name | Age | Current Position with First Solar | Director Since | | Michael J. Ahearn | 67 | Chair of the Board | 2000 | | Richard D. Chapman (1) | 70 | Director | 2012 | | Anita Marangoly George | 63 | Director | 2021 | | George A. (“Chip”) Hambro (2) | 60 | Director | 2012 | | Molly E. Joseph | 50 | Director | 2017 | | Craig Kennedy (3) | 72 | Director | 2007 | | Lisa A. Kro | 58 | Director | 2022 | | William J. Post | 73 | Lead Independent Director | 2010 | | Venkata “Murthy” Renduchintala | 58 | Director Nominee | — | | Paul H. Stebbins | 67 | Director | 2006 | | Michael Sweeney | 66 | Director | 2003 | | Mark R. Widmar | 58 | Chief Executive Officer and Director | 2016 | | Norman L. Wright | 59 | Director | 2022 |

  4. DIRECTORS

    —————————— (1)Mr. Chapman is not standing for re-election upon expiration of his current term at the 2024 annual meeting. (2)Mr. Hambro is not standing for re-election upon expiration of his current term at the 2024 annual meeting. (3)Mr. Kennedy is not standing for re-election upon expiration of his current term at the 2024 annual meeting. Michael J. Ahearn, Chair of the Board, Technology Committee. Mr. Ahearn previously served as the Company’s chief executive officer from August 2000 to September 2009; interim chief executive officer from October 2011 to May 2012; executive chair from October 2009 to December 2010 and May 2012 to July 2012; and non-executive chair from January 2011 to October 2011 and July 2012 to present. Mr. Ahearn is currently Chair and Managing Partner of True North Venture Partners, L.P., a venture capital firm he launched in 2011 to invest primarily in early stage companies in the energy, water, agriculture, and waste sectors. Prior to First Solar, he was partner and president of an equity investment firm, JWMA (formerly True North Partners, LLC). Prior to joining JWMA, Mr. Ahearn practiced law as a partner in the firm of Gallagher & Kennedy. Mr. Ahearn currently serves as a member of the board of directors of Cox Enterprises, Inc.; and a member of the Global Advisory Board of Beijing Climate Policy Initiative. Mr. Ahearn holds a B.A. in Finance and a J.D. from Arizona State University. During his tenure as chief executive officer of First Solar, Mr. Ahearn led the development and expansion of First Solar from a small, privately held company to a successful multinational, industry-leading public company. Mr. Ahearn’s experience and insight are critical resources to the board of directors. His service as a former CEO of First Solar, including leading the transition of the Company from a start-up to one of the industry’s major solar technology companies and global providers of PV solar energy solutions, provides him with essential institutional knowledge and vital insight into our organization, history, and industry. He possesses a deep financial knowledge and maintains expertise in strategic planning, capital formation and value creation. Anita Marangoly George, Technology Committee. Ms. George was appointed to the board of directors in July 2021. Ms. George is a co-founder of a sustainability-focused fund. Ms. George has held various positions at la Caisse de Dépôt et Placement du Québec (“CDPQ”), a global investment group managing funds for public retirement and insurance plans. Ms. George served CDPQ from 2016 to 2017 as Managing Director South Asia, and from 2017 to 2020 as Executive Vice President and Head of Emerging Markets and Strategic Partnerships, and from 2020 until June 2021 as Executive Vice President, Deputy Head of CDPQ Global. Prior to joining CDPQ, Ms. George worked at the World Bank from June 2014 until 2016 as Senior Director, Global Practice Energy and Extractives, and from 2000 to 2014 at the International Finance Corporation, as Global Director Infrastructure and Regional Director Asia Pacific, Infrastructure and Natural Resources. Ms. George is known for her expertise in infrastructure finance, especially renewable energy finance. Ms. George has been appointed as an Independent Non-Executive Director on the Board of Piramal Enterprises Limited (PEL), one of India’s leading conglomerates active in financial services and pharmaceuticals. In July 2022, Ms. George was appointed as an Independent Non-Executive Director on the Board of Tata Sons, the holding company of the Tata Group. Ms. George also serves on the boards of Pearson College, British Columbia, Canada, one of the United World Colleges; the Indo-Canadian Business Chamber, a not-for-profit promoting trade and investment relations between India and Canada; and TalentNomics India, a not-for-profit focused on empowerment of women. She is also a member of the board for the not-for-profit organization Resilience Recovery Fund of the Self Employed Women’s Association (SEWA). Formerly, she served on the World Economic Forum Global Future Council on Infrastructure for two terms, and currently serves on the following nonprofit advisory boards and councils: Women in Private Equity, the Advisory Council of the Chandrakanta Kesavan Center for Energy Transition at the Indian Institute of Technology at Kanpur, the India Energy and Climate Center at the Goldman School of Public Policy, UC Berkeley (an affiliate of the Lawrence Berkeley National Laboratory), and the Financial Advisory Council of the International Solar Alliance (a multilateral institution that promotes solar world-wide). Ms. George holds a master’s degree in Economic Policy and a Master of Business Administration from Boston University, and a Bachelor of Arts from Smith College. Ms. George’s experience working in climate finance and infrastructure across key global markets, combined with her experience and passion for human capital development and sustainability, are valuable resources to the board of directors and the Company. Through her expertise as a financial sector executive, she brings a command of credit, banking, and equity investments. She has also served in a number of international organizations, providing vital insight relevant for First Solar’s expanding international operations, including as we extend our global presence by constructing the Company’s first manufacturing facility in India, which is expected to commence operations in the second half of 2023. Molly E. Joseph, Lead Independent Director (2021-2023), Audit Committee, Nominating and Governance Committee. Ms. Joseph is the Managing Partner of a healthcare investment fund focused on health system modernization, integration, and affordability. From 2010 to 2020, Ms. Joseph served as President and then Chief Executive Officer of UnitedHealthcare Global, and from March 2009 to 2021, Ms. Joseph served as Senior Vice President and then Executive Vice President, Global, UnitedHealth Group. In these roles she grew the business from a start-up to a leading global health benefits and medical delivery organization that serves 9 million patients and 7 million insurance members. She served on UnitedHealthcare’s Executive Council and UnitedHealth Group’s Executive Leadership Team. Prior to her global role with UnitedHealth Group, she led acquisitions and other strategic transactions across UnitedHealth Group. Prior to joining UnitedHealth Group, she was an investment banker and began her career as a corporate attorney. Ms. Joseph is a member of the board of directors of West Pharmaceutical Services, where she serves on the compensation committee, finance committee and the innovation and technology committee. In addition, Ms. Joseph is the Vice Chair of the board of trustees of Santa Clara University, the Board Chair of Bend Health and serves on the board of directors of U.S. Radiology Specialists and Amsurg. Ms. Joseph graduated from Santa Clara University with a Bachelor of Science degree and received a J.D. from Georgetown Law Center. Ms. Joseph’s background in international business along with her experience in investment banking and other strategic transactions are valuable resources to the board of directors and the Company. She possesses significant expertise and knowledge of international businesses, having previously served as CEO of a multinational healthcare company. Her leadership roles enable her to understand diverse business environments and economic conditions, as well as organizations, processes, significant transactions, strategic planning, and risk management.

  5. DIRECTORS

    Lisa A. Kro, Audit Committee (Chair). Ms. Kro has served as the Chief Financial & Administrative Officer of Ryan Companies since 2019, overseeing their accounting, finance, human resources, legal, and information technology departments. From 2011 to 2018, Ms. Kro was a founding partner of Mill City Capital, L.P., a private equity firm, where she was Chief Financial Officer and Managing Director. From September 2004 to March 2011, Ms. Kro was the Chief Financial Officer and a Managing Director of Goldner Hawn Johnson & Morrison, a private equity firm. She began her career in public accounting with a 17-year tenure at KPMG, including spending a year at KPMG’s Munich office and serving as the Practice Leader for the Retail, Food & Manufacturing practice in the Midwest. Ms. Kro is a director of MillerKnoll, Inc. (d/b/a Herman Miller, Inc.), a publicly traded company. She has previously served on the board of eight private companies, one public company, and five not-for-profit organizations. Ms. Kro is a member of the National Association of Corporate Directors and the Minnesota chapter of Women Corporate Directors. Ms. Kro has a Bachelor of Science degree from Minnesota State University Moorhead and is a Certified Public Accountant (retired). Ms. Kro’s accounting background, as well as her work in finance, public accounting, capital markets, and public company audit committee experience provides valuable oversight to the Company's financial accounting controls and reporting and strategic planning and risk management. Her tenure on the boards of both public and non-public companies, along with her executive-level roles, enables Ms. Kro to offer insight into corporate governance practices and leadership. William J. Post, Lead Independent Director, Compensation Committee, Nominating and Governance Committee, Technology Committee. Mr. Post retired as chair and chief executive officer of Pinnacle West Capital Corporation (“Pinnacle West”) in April 2009. He joined Arizona Public Service (the largest subsidiary of Pinnacle West) in 1973 and held several officer positions at Arizona Public Service and Pinnacle West. Mr. Post joined the boards of Arizona Public Service in 1995 and Pinnacle West in 1997. Mr. Post became chair of both boards in 2001 and retired in April 2010. He is currently chair of the board of the Translational Genomics Research Institute and serves on the boards of directors of Blue Cross Blue Shield of Arizona and the City of Hope. Mr. Post has served as chair of Swift Transportation, SunCor Development Company, Stagg Information Systems, Nuclear Assurance Corporation, Nuclear Electric Insurance Limited, the Institute of Nuclear Power Operations, and El Dorado Investment Company. He also served as a director of Phelps Dodge Corporation and U.S. Airways. In addition to his corporate work, he has been very active in the community serving as chair of the boards of the Business Coalition, Greater Phoenix Leadership, Greater Phoenix Economic Council, Greater Phoenix Chamber of Commerce, and the United Way Campaign. He is currently chair of the Arizona State University Enterprise Partners Foundation. Mr. Post has a Bachelor of Science degree from Arizona State University. Mr. Post has received numerous awards and honors including the National Americanism Award from the Anti-Defamation League, the Arizona State Heritage Award, and an Honorary Doctorate of Letters from Northern Arizona University. Mr. Post brings to the board of directors executive-level utility-sector experience, including a deep understanding of the utility sector within the southwestern United States, a key market for the Company. He possesses considerable technical experience and expert knowledge on how to grow utility markets, provides critical insight into the viewpoints of the customers we seek to serve, and has deep ties within communities in which we have a presence. His tenure on public company boards, together with his CEO-level experience, allows Mr. Post to provide an in-depth corporate leadership perspective. Venkata “Murthy” Renduchintala, Director Nominee. Dr. Renduchintala was nominated for election to the board of directors upon the recommendation of the nominating and governance committee as a result of a search process conducted by the Company and the board of directors. Dr. Renduchintala was chief engineering officer at Intel Corporation (“Intel”) from November 2015 to August 2020. He also served as group president of Intel’s Technology, Manufacturing, and Systems Architecture group. Prior to joining Intel in 2015, Dr. Renduchintala held various senior positions at Qualcomm Incorporated, where he last served as executive vice president of Qualcomm Technologies (“Qualcomm”) and as co-president of Qualcomm CDMA Technologies from 2012 to 2015. Dr. Renduchintala joined Qualcomm in 2004 from Skyworks Solutions, Inc. (“Skyworks”), where he was vice president and general manager of the Cellular Systems division from 2000 to 2004. Prior to Skyworks, he spent a decade with Philips Electronics, Inc., (“Philips Electronics”) progressing to become vice president of engineering for its consumer communications business. Dr. Renduchintala has served as a member of the board of directors of Accenture plc since 2018. Dr. Renduchintala holds a Bachelor of Engineering in Electrical Engineering, a Master's degree in Business Administration and a Ph.D. in Digital Communication from the University of Bradford in England. He subsequently was awarded the honorary degree of Doctor of Technology by his alma mater for his contributions to science and technology and also appointed as an Honorary Visiting Professor. Dr. Renduchintala brings to the board of directors global experience through his tenure as an executive at Intel and his other prior positions at Qualcomm, Skyworks, and Philips Electronics. Dr. Renduchintala also brings deep technology expertise that enables Dr. Renduchintala to offer insight into our technology and R&D roadmap. As chief engineering officer at Intel, he also gained expertise in strategic technology-related investments and, as a member of Intel’s executive committee, oversaw the implementation of cybersecurity and risk management policy. His tenure on the board of Accenture plc and participation on both the audit and finance committees enables Dr. Renduchintala to help oversee our financial and accounting functions. Paul H. Stebbins, Audit Committee, Compensation Committee, Nominating and Governance Committee (Chair). Mr. Stebbins has served as chair emeritus and as a non-employee director of World Kinect Corporation (“World Kinect”) since May 2014. Previously, Mr. Stebbins served as the chair and chief executive officer of World Kinect from July 2002 to January 2012 and as executive chair from January 2012 to May 2014. He has served as a director of World Kinect since June 1995. Between July 2000 and 2002, Mr. Stebbins also served as president and chief operating officer of World Kinect. In 1985, Mr. Stebbins co-founded Trans-Tec Services, a global marine fuel service company acquired by World Kinect in 1995. Mr. Stebbins is a founding member of the FixUSNow.org initiative on civic reform hosted by the Committee for a Responsible Federal Budget (CRFB.org). He is a member of the Advisory Council of Amigos International, a youth leadership development program based in Houston, Texas, a member of the Advisory Board of The Silk Road Project, Inc., a musical ensemble and cultural innovation organization founded by renowned cellist Yo-Yo Ma, and a member of the Council on Foreign Relations.

  6. DIRECTORS

    Mr. Stebbins brings to the board of directors significant CEO-level experience in managing a large global energy-related publicly traded company. His experience as an energy executive and wealth of knowledge regarding the energy industry provides him with insight about strategic, solution-oriented innovation and growth. He has significant, recent public policy expertise, which is beneficial given our Company’s industry, and his insights into recent corporate governance and risk management developments provide critical perspective to the board of directors and the Company’s management. Michael T. Sweeney, Compensation Committee (Chair), Nominating and Governance Committee. Mr. Sweeney served as President and Chief Executive Officer of Steinway Musical Instruments, Inc. from October 2011 until August 2016, director since April 2011, and chair of the board from July 2011 through September 2013. Mr. Sweeney served as chair of the board of Star Tribune Media Holdings, the holding company for the Minneapolis Star Tribune, from September 2009 to September 2014, and as a director of Carlson Companies, Inc. Mr. Sweeney served as managing partner in Goldner Hawn Johnson & Morrison, Inc., a private equity firm, from 2001 through 2008. He had previously served as president of Starbucks Coffee Company (UK) Ltd. in London and held various operating management and corporate finance roles. Mr. Sweeney’s background in investment banking and private equity, as well as his operational business acumen, are valuable resources to the board of directors and the Company, particularly with respect to consideration of compensation, financial matters, and strategic investments. His direct responsibility for business operations in a number of industries, including his service as a CEO, brings experience that is valuable to the board of directors, especially when it comes to corporate strategy and business development. Mark R. Widmar was appointed Chief Executive Officer in July 2016. He joined First Solar in April 2011 as Chief Financial Officer and also served as First Solar’s Chief Accounting Officer from February 2012 through June 2015. From March 2015 to June 2016, Mr. Widmar served as the Chief Financial Officer and through June 2018, served as a director on the board of the general partner of 8point3 Energy Partners LP, the joint yieldco formed by First Solar and SunPower Corporation in 2015 to own and operate a portfolio of selected solar generation assets. Prior to joining First Solar, Mr. Widmar served as Chief Financial Officer of GrafTech International Ltd., a leading global manufacturer of advanced carbon and graphite materials, from May 2006 through March 2011. Prior to joining GrafTech, Mr. Widmar served as Corporate Controller of NCR Inc. from 2005 to 2006 and was a Business Unit Chief Financial Officer for NCR from November 2002 to his appointment as Controller. He also served as a Division Controller at Dell, Inc. from August 2000 to November 2002. Mr. Widmar also held various financial and managerial positions with Lucent Technologies Inc., Allied Signal, Inc., and Bristol Myers/Squibb, Inc. He began his career in 1987 as an accountant with Ernst & Young. In February 2024, Mr. Widmar was appointed to the board of directors of the American Clean Power Association. He holds a Bachelor of Science in business accounting and a Master of Business Administration from Indiana University and was previously a Certified Public Accountant. Mr. Widmar has significant public company experience, having served in a number of senior level executive positions. He has extensive knowledge of the solar energy sector, which is essential to his position as CEO of the Company and enables him to steer First Solar towards long-term strategic growth. He has demonstrated proven leadership and expertise throughout his tenure at First Solar, exhibiting a balanced approach and delivering superior results and value creation. Norman L. Wright, Compensation Committee, Nominating and Governance Committee. Mr. Wright is Executive Vice President, Health Equity Strategy of UnitedHealth Group. He previously served as Senior Vice President and the Chief of Operations at Optum, a subsidiary of UnitedHealth Group. From 2007 to 2013, Mr. Wright was Managing Director, Client Experience for Citigroup Inc.’s Consumer Operations in North America and led the Retail Bank Call Centers. Prior to this, Mr. Wright served as an executive at a number of companies. He was Executive Partner, Customer Contact Transformation at Accenture plc. from 2004 to 2007, Senior Vice President, HSN Customer Care at HSN from 1999 to 2004, Senior Vice President and General Manager at Fidelity Investments Inc. from 1996 to 1999, Vice President, Customer Service at G.E. Capital from 1994 to 1996, and Vice President, Customer Service at JPMorganChase & Co. from 1986 to 1994. He is currently a director of UnitedHealth Foundation and YMCA of the North, both non-profits. He has previously served as a director of The Brighton Center, Inc., the Tampa Bay Performing Arts Center, 1st Tee of San Antonio, and the University of Texas at San Antonio. Mr. Wright has a Bachelor of Arts from Swarthmore College. Mr. Wright has more than 37 years of experience as an executive in sales and customer service, contact centers, operations, marketing, consumer digital, and business consulting supporting a number of industries. He brings valuable leadership skills and business acumen to the board of directors. His skills and experience leading large scale equity and community engagement strategies and his training in domestic and international arenas to conceptualize and implement strategic plans, drive consumer focused outcomes, and maximize value for organizations are valuable to the Company’s strategic planning efforts.

  7. NON-ASSOCIATE DIRECTOR COMPENSATION

    NON-ASSOCIATE DIRECTOR COMPENSATION We use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the board of directors. When reviewing non-associate director compensation, we are guided by three goals, as provided in our Corporate Governance Guidelines: (i) compensation should fairly pay directors for work required for a company of our size and scope; (ii) compensation should align directors’ interests with the long-term interests of our stockholders; and (iii) the structure of the compensation should be clearly disclosed to our stockholders. The table below summarizes our 2023 non-associate director compensation:

  8. NON-ASSOCIATE DIRECTOR COMPENSATION

    | 2023 Non-Associate Director Compensation | | | Annual Retainer for All Non-Associate Directors | $100,000 cash and $180,000 stock | | | Additional Chair Retainers | | Non-Executive Board Chair | +$50,000 cash and $75,000 stock | | Audit Committee Chair | +$35,000 cash | | Lead Independent Director | +$30,000 cash | | Compensation Committee Chair | +$25,000 cash | | Other Committee Chairs | +$15,000 cash |

  9. NON-ASSOCIATE DIRECTOR COMPENSATION

    All cash compensation is payable quarterly in four equal installments. The annual equity compensation is granted quarterly in four equal installments in the form of fully vested stock. We issue the stock to our non-associate directors at the end of the quarter and do not time the grant date of these awards to take advantage of announcements of undisclosed material facts. We also do not consider any internal “black outs,” during which associates and directors are prohibited by our Insider Trading Policy from trading in our securities. Non-associate directors are also subject to a share ownership guideline of five times the cash component of the annual retainer, which currently represents a value of $500,000. Non-associate directors have five years from the date they join the board to attain the share ownership guideline value. As of December 31, 2023, all non-associate directors either met or were on track to meet the share ownership guideline. In addition to cash and equity compensation, we reimburse all non-associate directors for reasonable and necessary expenses they incur in performing their duties as our non-associate directors. We do not provide our non-associate directors with perquisites. From time to time, non-associate directors may be asked to serve on special committees for which they may receive additional compensation. For 2023, the components and amounts of our non-associate director compensation were substantially the same as for 2022, except that the annual compensation component of the annual stock retainer increased from $160,000 to $180,000. In 2023, the compensation committee’s consultant, WTW, reviewed our 2022 non-associate director compensation program and found our equity compensation levels to be slightly below the peer group median market average. WTW also found the share ownership guideline value of $500,000 to be among the highest in relation to our peer group. Considering the recommendation of WTW, the compensation committee recommended to the board of directors to increase the non-associate director equity compensation by $20,000 for 2023.

  10. Non-Associate Director Compensation Table

    Non-Associate Director Compensation Table The following table sets forth information with respect to compensation earned by our non-associate directors for the year ended December 31, 2023:

  11. Non-Associate Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Michael J. Ahearn | 150,000 | 255,559 | 405,559 | | Richard D. Chapman | 100,000 | 180,295 | 280,295 | | Anita Marangoly George | 100,000 | 180,295 | 280,295 | | George A. (“Chip”) Hambro (3) | 115,000 | 180,295 | 295,295 | | Molly E. Joseph (3) (4) | 122,500 | 180,295 | 302,795 | | Craig Kennedy | 100,000 | 180,295 | 280,295 | | Lisa A. Kro (3) | 135,000 | 180,295 | 315,295 | | William J. Post (4) | 107,500 | 180,295 | 287,795 | | Paul H. Stebbins (3) | 115,000 | 180,295 | 295,295 | | Michael Sweeney (3) | 125,000 | 180,295 | 305,295 | | Norman L. Wright | 100,000 | 180,295 | 280,295 |

  12. Non-Associate Director Compensation Table

    —————————— (1)The amounts in this column represent the aggregate grant date fair value of fully vested common stock granted during the year ended December 31, 2023. See “Compensation Discussion and Analysis – Other Executive Compensation Information – Tax and Accounting Implications” for more information. (2)The grant date fair value of shares issued on March 31, 2023 was $63,945 for Mr. Ahearn and $45,023 for each of the other non-associate directors. The grant date fair value of shares issued on June 30, 2023 was $63,870 for Mr. Ahearn and $45,051 for each of the other non-associate directors. The grant date fair value of shares issued on September 30, 2023 was $63,828 for Mr. Ahearn and $45,084 for each of the other non-associate directors. The grant date fair value of shares issued on December 31, 2023 was $63,916 for Mr. Ahearn and $45,137 for each of the other non-associate directors. The dollar values of the stock awards do not equal exactly $63,750 per quarter for Mr. Ahearn or $45,000 per quarter for each of the other non-associate directors because we issue whole shares to our non-associate directors and not fractional shares. (3)The chairs of the nominating and governance and technology committees each received an additional annual cash retainer of $15,000. The chair of the compensation committee received an additional annual cash retainer of $25,000. The chair of the audit committee received an additional annual cash retainer of $35,000. The Lead Independent Director received an additional annual cash retainer of $30,000. (4)On July 20, 2023, Mr. Post succeeded Ms. Joseph as the Company’s Lead Independent Director for a one-year renewable term. Therefore, effective in the fourth quarter of 2023, Mr. Post received an additional annual cash retainer for his service as Lead Independent Director and Ms. Joseph’s annual cash retainer no longer included the additional amount for the Lead Independent Director role.

  13. Components of 2023 Executive Compensation

    Each of our named executive officers is party to an employment agreement, an indemnification agreement, and a CIC Agreement that protect him or her in the event of certain employment terminations, as well as agreements that protect the Company related to restrictive covenants, including confidentiality and non-competition. The employment and CIC Agreements provide severance in exchange for a release of claims and equity vesting acceleration under certain circumstances. Employment agreements and CIC Agreements entered into since July 2013 provide for equity vesting acceleration only upon a termination without “cause” or resignation for “good reason” following a change in control of the Company, as described in more detail in “Other Executive Compensation Information – Employment Agreements and Related Arrangements” and “Other Executive Compensation Information – Change-in-Control Severance Agreements.” Generally, the types of compensation and benefits provided to the named executive officers are like those provided to other members of our senior executive team.

  14. Selection of Peer Companies

    Selection of Peer Companies In 2023, the compensation committee asked WTW, its independent consultant, to provide (i) data and analysis regarding the selection of companies in our executive compensation peer group and (ii) a comparison of each of the components of the compensation of our named executive officers against the comparable compensation paid to executives in similarly situated positions at our peer group companies. WTW compared each element of compensation for a particular position against similar elements as disclosed by members of our peer group and reported in a compensation survey of companies of similar size and relevant talent-competitor industries. The compensation committee routinely analyzes our peer group to determine if it represents comparable companies and industries, and we have made certain changes to our peer group over the years to include companies similar in size and revenue and with which we compete for talent. For purposes of evaluating 2023 compensation, our peer group was comprised of U.S.-based public companies with estimated annual revenues between $1 billion and $9 billion that are (i) part of the semiconductors, renewable energy/independent power production and electrical components and equipment industries; (ii) based in the U.S., with similar complexity and/or geographic reach; and/or (iii) companies with which we compete for executive talent. Additionally, larger semiconductor companies (e.g., KLA Corporation, Analog Devices, Inc.) and electric utilities engaged in renewable energy generation (e.g., Avangrid, Inc., IDACORP, Inc.) were also included to ensure that these critical and relevant elements of our business are also captured. Our peer group, which was approved by the compensation committee in July 2022, included 28 companies that were generally reflective of a company of our size. Our 2023 peer group had median revenues of $3.1 billion and median market capitalization of $8.6 billion (each as of March 31, 2022). For 2023, our peer group consisted of:

  15. Selection of Peer Companies

    | ALLETE, Inc. | Ameresco, Inc. | Amkor Technology, Inc. | | Analog Devices, Inc. | Avangrid, Inc. | Avista Corporation | | Cirrus Logic, Inc. | Clearway Energy, Inc. | Diodes, Inc. | | EnerSys | Enphase Energy, Inc. | Entegris, Inc. | | Generac Holdings Inc. | Green Plains Inc. | IDACORP, Inc. | | KLA Corporation | Marvell Technology Group Ltd. | Microchip Technology Incorporated | | MKS Instruments, Inc. | Monolithic Power Systems, Inc. | ON Semiconductor Corporation | | Pinnacle West Capital Corporation | Qorvo, Inc. | Renewable Energy Group, Inc. | | Skyworks Solutions, Inc. | SunPower Corporation | Synaptics Incorporated | | Teradyne, Inc. | | |

  16. Review of Peer Company Data

    Review of Peer Company Data On at least a biennial basis, but typically annually, the compensation committee evaluates the compensation of our named executive officers against data regarding the pay practices of companies in our peer group and relevant compensation survey data, looking at individual components of pay, including total amounts paid or payable. In addition, the compensation committee annually reviews the payments to our named executive officers that would be required under various severance scenarios. When conducting this review, the compensation committee also considers information and recommendations from management regarding past, present, and future compensation of our named executive officers under various payment scenarios. Based on its review and analysis, WTW concluded, and our compensation committee agreed, that the compensation paid to our named executive officers was consistent with our stated compensation objectives regarding our target pay as compared to our peer group and was thus reasonable in the aggregate as compared to the peer group above. See “Executive Compensation Principles – Evaluating the Market.”

  17. Cash Incentive Compensation

    Cash Incentive Compensation Our cash incentive compensation consists primarily of our annual bonus program (which is adopted pursuant to our 2020 Omnibus Incentive Compensation Plan (“2020 Omnibus Plan”)), which we use to incentivize achievement of certain Company goals. We also use cash incentive compensation to create incentives for individuals to join our Company, including to compensate such individuals for payments forfeited by leaving their prior employment to join us or to offset relocation costs. Annual Bonus Program. We use our annual bonus program to encourage the achievement of specified strategic, financial, and operational objectives to help us achieve our mission to provide cost-advantaged solar technology through innovation, customer engagement, industry leadership, and operational excellence. In February 2023, the compensation committee adopted the 2023 Bonus Plan for executives, including our named executive officers, with a single overall threshold performance metric and additional performance metrics, to strengthen the connection between executive performance and incentive pay, which is one of our core executive compensation principles. The compensation committee selected the metrics and weighting applicable to the 2023 Bonus Plan considering our long-term strategic plans, including an emphasis on the continued execution of our Series 6 and Series 7 module technology. Upon achievement of the threshold adjusted net operating income metric, the maximum bonus pool was eligible to be funded, but the amount of each participant’s actual bonus was determined based on the achievement of the various additional performance metrics, which could result in actual payout less than the maximum bonus pool. Furthermore, the Chief Executive Officer (or the compensation committee, in the case of the Chief Executive Officer) retained discretion to adjust any award achieved under the program to the extent appropriate. Our 2023 Bonus Plan required that all associates be employed on the bonus payout date with certain exceptions for retirement, death, or a long-term disability. These exceptions allow for eligibility of a pro-rated award based on days of service completed during the performance year. Bonus Program Targets, Objective, and Calculation. The 2023 Bonus Plan, as applicable to our named executive officers, included the following performance metrics, which were established based on the goals set forth in our confidential annual operating plan for 2023. •Threshold Metric: Minimum adjusted net operating income of $500 million (must be achieved for any bonus payout to occur). •Corporate: 2023 overhead run rate (10%), gender representation (5%), and safety metrics (5%), which collectively accounted for 20% of the 2023 Bonus Plan. •R&D / Manufacturing: Cost per Watt (“CpW”) produced (20%), Series 7 module production (15%), lead line demonstration for our copper replacement (“CuRe”) program (15%), and CuRe entitlement (10%), which collectively accounted for 60% of the 2023 Bonus Plan. •Commercial: Net bookings accounted for 20% of the 2023 Bonus Plan. We selected adjusted net operating income as the threshold metric to our 2023 Bonus Plan to enhance our executives’ focus on core operating decisions that would position the company for future success. We believe that the above metrics are key short-term drivers of our long-term success, align with our long-term strategic plans, and are critical measures of success with respect to our annual operating plan. The relative achievement of these performance metrics is linked to enhancing our competitive position in the marketplace by reducing our operating and manufacturing costs, increasing production of our Series 7 modules, enhancing our product performance, increasing our sales, and advancing certain important corporate objectives related to safety and social objectives. We designed the metrics to encourage selling modules at a reasonable gross margin profile, which is expected to increase our profitability while acknowledging the intense pricing competition within the solar industry. We have a proactive focus on associate safety and our gender representation metric shows our commitment to diversity and attracting the best talent. By establishing such performance metrics, we believe we aligned our 2023 Bonus Plan with our overall goals. 2023 Bonus Targets and Payout Results. Based on an assessment of our 2023 results against the criteria described above, the 2023 Bonus Plan results were as presented below:

  18. Cash Incentive Compensation

    | 2023 Bonus Plan Threshold Metric Results | | | | | Threshold Metric | Minimum Threshold Level | | Result | | Adjusted net operating income (1) | > $500 million | | Meets | | 2023 Bonus Plan Performance Metric Results | | | | | Metric | Weighting | Focus | Payout Factor | | Corporate | | | | | 2023 overhead run rate | 10% | Profitability | 1.51 | | Gender representation | 5% | Diversity | 2.00 | | Safety (2) | 5% | Operations | 2.00 | | R&D / Manufacturing | | | | | CpW produced | 20% | Profitability | 1.60 | | Series 7 production volume | 15% | Operations | 1.86 | | CuRe lead line demonstration | 15% | Technology | 1.00 | | CuRe entitlement | 10% | Technology | 0.97 | | Commercial | | | | | Net bookings | 20% | Growth/Profitability | 0.72 | | 2023 Bonus Plan Payout Level | 1.34 | | |

  19. Cash Incentive Compensation

    —————————— (1)Adjusted net operating income is defined as operating income as reported in our consolidated statement of operations for the year ended December 31, 2023 included in our 2023 Annual Report on Form 10-K, adjusted to exclude production start-up expense, underutilization, and costs associated with the initial ramp of our manufacturing lines. (2)Our safety metric during 2023 related to “good catch” incidents, which are recorded observations of any unsafe behaviors, conditions, or opportunities for safety improvement. Each performance metric was weighted in accordance with its importance in achieving the goals laid out in our confidential annual operating plan. Targets are set based on levels proposed by management prior to the beginning of the year. Performance goals developed by management are reviewed internally by our Financial Planning & Analysis (“FP&A”) department using a rigorous process to determine the range of potential performance for each measure based on a review of the historical levels of achievement for each metric, and are also reviewed by our Chief Executive Officer, before being presented to the compensation committee for approval. Every year, in determining performance targets, our FP&A department focuses on continuous improvement of Company performance and conducts an analysis for each metric by projecting the cost saved and value added by achievement of each performance goal to determine whether the performance levels required to achieve certain performance goals should be adjusted upward. The performance goals were set at levels that our FP&A department, our management, and the compensation committee believe would require strong performance for a target payout (1.0 multiplier). A threshold payout (0.5 multiplier) was assigned to performance at a level that, while not certain at the time targets were set, we considered likely that such performance would be achieved by the end of the year. Maximum payout (2.0 multiplier) is a stretch performance goal that requires superior performance that delivers meaningful value to our stockholders. If the threshold level of performance was not achieved for a specific metric, the multiplier for that metric would be zero. Additionally, each performance metric was subject to a related governing metric, which precluded the performance metric from exceeding a target payout (1.0 multiplier) if the governing metric was not achieved. The maximum bonus percentage payable under this formula in the 2023 Bonus Plan was approximately 200% of target. The Chief Executive Officer, with the approval of the compensation committee, (or the compensation committee, in the case of the Chief Executive Officer) elected to apply certain discretionary adjustments to the 2023 payout for our named executive officers; namely, downward discretion to Messrs. Bradley and Gloeckler, upward discretion to payouts for Messrs. Dymbort and Verma, and no discretion to Mr. Widmar. See “Summary Compensation Table – Non-Equity Incentive Plan Compensation” for specific payout levels for each named executive officer. The threshold and performance goal targets and results under the 2023 Bonus Plan were as follows (others are considered confidential competitive information and are intentionally omitted from disclosure): •the threshold adjusted net operating income target was $500 million and was achieved at $1.1 billion; •the overhead expenses target was $365 million and was achieved at $352 million; •the gender representation target was 22% of women in the workforce and was achieved at 24%; •the safety target was 200 “good catch” incidents per 100 employees and was achieved at 347 “good catch” incidents per 100 employees; and •the net bookings target was 35 gigawatts (“GW”) and was not achieved, but the threshold was achieved at 29 GW. Target Bonus Percentage. Target bonus percentages are established based on job responsibilities, internal pay equity, and peer group data and are evaluated during our annual pay cycle on the same basis as base salary (as discussed above in “2023 Compensation Decisions – Base Salary”). As of the beginning of 2023, the target bonus percentages of our named executive officers were as follows (expressed as a percentage of base salary): •Mr. Widmar – 135%; •Mr. Bradley – 90%; •Mr. Dymbort – 80%; •Mr. Verma – 80%; and •Mr. Gloeckler – 80%.

  20. Equity-Based Compensation

    Equity-Based Compensation We have always been a firm proponent of equity-based compensation and continue to grant time-based RSUs with longer vesting schedules to address retention concerns, while tying realizable compensation to the returns of our stockholders. For example, beginning in 2021 we extended the vesting period for our RSU awards to five years from four years. We also grant PUs to incentivize performance over an approximately three-year performance period. In 2023, we granted such RSUs and PUs to each of our named executive officers, with an intended long-term incentive mix of approximately 75% PUs (up from 60% in 2022) and 25% RSUs (down from 40% in 2022), assuming target performance levels are achieved for the PUs. The compensation committee continues to believe that granting such equity-based compensation furthers our goal of aligning executive and stockholder interests and mitigating certain distractions that our executives may feel because of the ongoing volatility in the solar industry. See “Compensation Philosophy” for further information regarding the process the compensation committee used to determine the value of equity awards granted to our named executive officers in 2023. Our general practice is to grant our equity awards relatively early in the year. We do not time our grants specifically to avoid any internal “blackouts” or other periods during which our executives and directors may be prohibited by our Insider Trading Policy or applicable law from trading in our securities, or otherwise to provide any preferential benefit to our executives and directors. Details of the equity grants to our named executive officers are contained in the “Grants of Plan-Based Awards” table and the “Outstanding Equity Awards at Fiscal Year-End” table. EPEP. We believe that a long-term incentive program provides significant benefit to the Company and we routinely reevaluate the components of our equity-based long-term incentive programs. Awards under such programs (i) are expected to represent the largest component of executives’ potential compensation (see “Components of 2023 Executive Compensation”), (ii) serve as a retention tool, and (iii) ensure that our executives’ compensation is linked to the long-term interests of our stockholders and our Company performance, consistent with our compensation philosophy. For the 2023 PU grants to be earned over an approximately three-year performance period ending in December 2025, the target performance metrics include (i) module sales backlog for delivery after 2025 (30% weighting), (ii) Series 7 module production volume (25% weighting), (iii) CuRe module production volume (15% weighting), (iv) 2023 operating margin (10% weighting), (v) 2024 operating margin (10% weighting), and (vi) 2025 operating margin (10% weighting). Each performance metric of the EPEP ranges from a threshold level of 0.5 in cases of weaker performance to 2.0 in cases of stronger performance. A 0.5 multiplier was assigned to performance at a level that, while not certain at the time targets were set, we considered likely that such performance would be achieved by the end of the performance period. A 1.0 multiplier was assigned to performance at a level that, while not certain at the time targets were set, aligned with the goals in our confidential long-term operating plan, and thus was at a level that we expected we could achieve by the end of the performance period. A 2.0 multiplier was assigned to a performance level that was substantially more uncertain. If the minimum threshold level of performance is not achieved for a specific metric, the multiplier for that metric will be zero. Unvested EPEP awards are forfeited upon termination of employment, other than a termination due to death, disability, or a qualifying retirement after the end of the first calendar year of the performance period, in which case the executive would be eligible for a prorated settlement of any PUs following the end of the performance period, based on actual achievement of the applicable performance goals, and prorated based on the length of the period the executive was employed by the Company during the performance period. Retirement is defined as the executive’s voluntary termination of employment after attaining age 55 and completing at least ten years of service. Upon a change in control of the Company in which the acquirer assumes or substitutes such PUs, the PUs will vest in accordance with the provisions described above, unless the executive’s employment is terminated without “cause” or the executive resigns for “good reason.” In such circumstances, the vesting of the PUs will accelerate based on the greater of (i) target level of performance or (ii) actual achievement. Upon the occurrence of a change in control of the Company in which the acquirer does not assume or substitute such PUs, the PUs would be deemed immediately vested at the greater of (i) the target level of performance or (ii) the actual achievement of the applicable performance goals as of the last day of the calendar quarter preceding the change in control. The grant date fair value of the 2023 PUs granted on March 6, 2023 for our named executive officers was $3,750,067 for Mr. Widmar and $1,499,900 for each of Messrs. Bradley, Dymbort, Verma, and Gloeckler. RSUs. On March 6, 2023, each of our named executive officers received time-based RSUs, vesting at a rate of 20% on each of the first five anniversaries of the grant date, subject to the individual’s continued employment through such dates. The vesting schedule of the RSUs is designed to complement the EPEP incentive program to maximize retentive value. The grant date fair value of RSUs granted on March 6, 2023 for our named executive officers was $1,250,022 for Mr. Widmar and $500,179 for each of Messrs. Bradley, Dymbort, Verma, and Gloeckler. Upon an executive’s termination without cause or a termination due to death or disability, the executive would receive one year of service credit for any outstanding RSUs in accordance with his or her employment agreement terms. In the event of a change in control of the Company, any RSUs would accelerate vesting in accordance with his or her employment agreement terms. See “Executive Compensation – Employment Agreements and Arrangements.”

  21. Employment Agreements and Related Arrangements

    Employment Agreements and Related Arrangements We have entered into employment, confidentiality, non-competition, non-solicitation, and director and officer indemnification agreements with each of our named executive officers. The compensation committee believes these contracts are fair, reasonable, appropriate, and necessary to attract and retain the executives who are party to these agreements. Severance Benefits. Our executive employment agreements generally provide that if an individual’s employment is terminated without “cause” (as defined therein), then the executive shall be eligible for (i) salary continuation for a severance period subject to the execution of a release of claims in favor of the Company during the severance period, (ii) health benefits coverage for the severance period, subject to certain contingencies, and (iii) an additional 12 months’ service credit for purposes of determining vesting of equity-based compensation awards (this additional service credit does not apply to PUs). The additional service credit described by the preceding sentence also applies in the event employment terminates due to the executives’ death or disability (as defined therein). Severance benefits, by their nature, require compensation payments without the receipt of corresponding services. We believe that our executive employment agreements set a proper balance between providing sufficient protection on employment termination and ensuring the executive has sufficient personal investment with respect to his or her employment with the Company and generally provide severance benefits consistent with market practice. We consistently review the employment agreements we enter into with our named executive officers to address market changes, and our compensation committee has adopted a number of changes to be applied prospectively when entering into agreements with executives to more closely align with market practice. Such changes include the elimination of severance benefits upon a resignation for “good reason” (except in connection with a change in control of the Company), the addition of provisions that make clear that all payments to our executives under such agreements other than base salary are subject to our clawback provision, all severance payments and benefits being subject to the execution of an irrevocable release of claims in favor of the Company, and sign-on bonuses being subject to recoupment in the event of a termination for “cause” within one year of the executive’s start date. Restrictive Covenants. Our executive confidentiality agreements describe our expectations of the executives regarding our proprietary and confidential information. The non-competition and non-solicitation agreements establish a “protected period” that generally matches the severance period. During the protected period, the senior executives are subject to restrictive covenants as provided in the agreements. For more details on these employment agreements and the compensation and benefits payable or to be provided in the event of a termination of employment, see “Executive Compensation – Employment Agreements and Arrangements” and “Executive Compensation – Potential Payments upon Termination or Change in Control – Potential Payments upon Termination of Employment (Other than in the Context of a Change in Control).”

  22. Change-in-Control Severance Agreements

    Change-in-Control Severance Agreements We have entered into CIC Agreements with each of our named executive officers. These agreements are intended to align the interests of the executives with our stockholders in a potential change in control situation by mitigating the uncertainty and questions a potential change in control may raise among such executives, allowing them to focus their continued attention and dedication to their assigned duties. Equity Vesting. The CIC Agreements provide for (a) a double-trigger acceleration of Messrs. Widmar’s, Bradley’s, Dymbort’s, Verma’s, and Gloeckler’s outstanding equity awards, in each case in the event their employment is terminated without “cause” or they resign for “good reason” within two years following a change in control. A resignation for “good reason” includes any material reduction in the authority, duties, or responsibilities held by the executive immediately prior to the change in control date, any material reduction in the annual base salary or annual incentive opportunity of the executive as in effect immediately prior to the change in control date, any change of the executive’s principal place of employment to a location more than 50 miles from the executive’s principal place of employment immediately prior to the change in control date, failure to pay compensation when due, delivery of written notice of the intent to terminate the executive for any reason other than cause, death, or disability, or failure of a successor to assume the CIC Agreement. While our equity plans also contemplate vesting of equity if such equity is not assumed by a successor entity (see “Executive Compensation – Potential Payments upon Termination or Change in Control – Potential Payments upon a Change in Control”), the CIC Agreements address vesting whether or not the equity-based awards are assumed for executives with these arrangements. Severance Benefits. The CIC Agreements provide certain enhanced severance benefits for our named executive officers in the event their employment is terminated without “cause” or they resign for “good reason” within two years following a change in control. We believe this standard benefit reinforces the notion that in a change-in-control situation, all the executives are similarly situated and must remain focused. The standard benefit is two times their base salary; two times a bonus amount (which is defined as the greater of (i) the executive’s target annual bonus for the year of termination and (ii) the average of the annual cash bonuses payable to the executive in respect of the three full calendar years immediately preceding the calendar year that includes the termination date or, if the executive has not been employed for three full calendar years preceding the calendar year that includes the termination date, the average of the annual cash bonuses payable to the executive for the number of full calendar years prior to the termination date that he or she has been employed); a prorated target bonus; 18 months’ health benefits continuation; and outplacement benefits (maximum of $20,000). Severance benefits are subject to the executive’s execution of a release in favor of the Company and clawback pursuant to the Clawback Policy. Evaluation by the Compensation Committee. The compensation committee reviews the terms of the CIC Agreements in consultation with its independent compensation consultant, assesses the impact of possible payouts under the CIC Agreements in the event of a change in control, and evaluates whether the CIC Agreements are fair and reasonable to both the executive and the Company. Estimates of change in control payments are presented to, and reviewed by, the compensation committee when compensation is evaluated. Based on its most recent annual review of the CIC Agreements, the compensation committee continues to believe such payments are fair and reasonable. For a further description of compensation provided in the event of a change in control, see “Executive Compensation – Potential Payments upon Termination or Change in Control – Potential Payments upon a Change in Control.”

  23. Summary Compensation Table

    Summary Compensation Table The following table sets forth information with respect to compensation earned by each of our named executive officers for the years ended December 31, 2023, 2022, and 2021.

  24. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Mark R. Widmar | 2023 | 964,971 | 5,000,089 | 1,747,237 | 13,200 | 7,725,497 | | Chief Executive Officer | 2022 | 922,222 | 4,549,997 | 1,723,414 | 12,200 | 7,207,833 | | | 2021 | 900,309 | 4,699,945 | 930,600 | 11,600 | 6,542,454 | | Alexander R. Bradley | 2023 | 519,486 | 2,000,079 | 589,572 | 13,200 | 3,122,337 | | Chief Financial Officer | 2022 | 491,934 | 1,349,955 | 605,234 | 12,200 | 2,459,323 | | | 2021 | 479,999 | 1,350,055 | 387,763 | 11,600 | 2,229,417 | | Jason Dymbort | 2023 | 440,673 | 2,000,079 | 477,850 | 13,200 | 2,931,802 | | General Counsel & Secretary | 2022 | 409,878 | 799,973 | 472,931 | 12,200 | 1,694,982 | | | 2021 | 400,000 | 875,011 | 282,047 | 11,600 | 1,568,658 | | Kuntal Kumar Verma (5) | 2023 | 433,731 | 2,000,079 | 472,406 | 13,200 | 2,919,416 | | Chief Manufacturing Officer | | | | | | | | Markus Gloeckler (6) | 2023 | 430,312 | 2,000,079 | 448,191 | 13,200 | 2,891,782 | | Chief Technology Officer | | | | | | |

  25. Summary Compensation Table

    —————————— (1)Salary represents actual salary earned during the year and includes base salary and payments for vacation and holidays. (2)Stock awards reflect the aggregate grant date fair value of the awards determined in accordance with ASC Topic 718. The assumptions and methodologies used in the calculations of these amounts are set forth in Note 17. “Share-Based Compensation” to our audited financial statements for the year ended December 31, 2023 included in our 2023 Annual Report on Form 10-K. Under U.S. generally accepted accounting principles, compensation expense with respect to stock awards granted to our executive officers is generally recognized over the vesting periods applicable to the awards. The SEC disclosure rules require that we present stock award amounts in the applicable row of the table above using the grant date fair value of the awards granted during the corresponding year (regardless of the period over which the awards are scheduled to vest). In the table, PUs are reflected at the target level of achievement for applicable performance metrics. The actual number of PUs that vest following the end of the applicable performance period, if any, will depend on the relative attainment of the performance metrics. For a discussion of specific stock awards granted during 2023, see “Grants of Plan-Based Awards” below. (3)For a description of Non-Equity Incentive Plan Compensation, see “Compensation Discussion and Analysis – Components of 2023 Executive Compensation” and “Compensation Discussion and Analysis – 2023 Compensation Decisions – Cash Incentive Compensation.” (4)All Other Compensation represents earned employer matching contributions under the Company’s 401(k) plan. (5)Mr. Verma’s employment commenced in October 2002. He was not a named executive officer within the meaning of the Exchange Act in 2021 or 2022. (6)Mr. Gloeckler’s employment commenced in October 2005. He was not a named executive officer within the meaning of the Exchange Act in 2021 or 2022.

  26. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth summary information regarding all grants of plan-based awards and other incentive compensation made to our named executive officers during the year ended December 31, 2023. The minimum award (below threshold performance) under the cash and equity plan-based award programs was $0.

  27. Grants of Plan-Based Awards

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(3) | | Name | Award Type | Grant Date | Approval Date | Thresh ($) | Target ($) | Max ($) | Thresh (#) | Target (#) | Max (#) | | | | Mark R. Widmar | RSU (4) | 3/6/23 | 2/22/23 | | | | | | | 5,888 | 1,250,022 | | | PU (5) | 3/6/23 | 2/22/23 | | | | 8,832 | 17,664 | 35,328 | | 3,750,067 | | | Cash | | | 651,954 | 1,303,908 | 2,607,816 | | | | | | | Alexander R. Bradley | RSU (4) | 3/6/23 | 2/22/23 | | | | | | | 2,356 | 500,179 | | | PU (5) | 3/6/23 | 2/22/23 | | | | 3,533 | 7,065 | 14,130 | | 1,499,900 | | | Cash | | | 234,032 | 468,063 | 936,126 | | | | | | | Jason Dymbort | RSU (4) | 3/6/23 | 2/22/23 | | | | | | | 2,356 | 500,179 | | | PU (5) | 3/6/23 | 2/22/23 | | | | 3,533 | 7,065 | 14,130 | | 1,499,900 | | | Cash | | | 176,537 | 353,074 | 706,148 | | | | | | | Kuntal Kumar Verma | RSU (4) | 3/6/23 | 2/22/23 | | | | | | | 2,356 | 500,179 | | | PU (5) | 3/6/23 | 2/22/23 | | | | 3,533 | 7,065 | 14,130 | | 1,499,900 | | | Cash | | | 174,181 | 348,362 | 696,724 | | | | | | | Markus Gloeckler | RSU (4) | 3/6/23 | 2/22/23 | | | | | | | 2,356 | 500,179 | | | PU (5) | 3/6/23 | 2/22/23 | | | | 3,533 | 7,065 | 14,130 | | 1,499,900 | | | Cash | | | 172,408 | 344,815 | 689,630 | | | | | |

  28. Grants of Plan-Based Awards

    —————————— (1)For a description of cash incentive plan awards, see “Compensation Discussion and Analysis – Components of 2023 Executive Compensation” and “Compensation Discussion and Analysis – 2023 Compensation Decisions – Cash Incentive Compensation.” Bonus amounts are prorated for changes in salary or target bonus percentage during the year. (2)The actual number of PUs that vest following the end of the applicable performance period, if any, will depend on the relative attainment of the performance metrics. For additional discussion of PUs granted in 2023, see “Compensation Discussion and Analysis – Components of 2023 Executive Compensation” and “Compensation Discussion and Analysis – 2023 Compensation Decisions – Equity-Based Compensation.” The grant date fair value at the maximum level of the performance for the PUs in 2023 is $7,500,134 for Mr. Widmar and $2,999,800 for each of Messrs. Bradley, Dymbort, Verma, and Gloeckler. (3)The grant date fair value of these awards was determined in accordance with ASC Topic 718. The assumptions and methodologies used in the calculations of these amounts are set forth in Note 17. “Share-Based Compensation” to our audited financial statements for year ended December 31, 2023 included in our 2023 Annual Report on Form 10-K. (4)RSUs vest over five years at a rate of 20% per year, commencing on the first anniversary of the grant date, subject to the named executive officer’s service through each vesting date. For a description of the material terms of the RSUs granted in 2023, see “Compensation Discussion and Analysis – Components of 2023 Executive Compensation” and “Compensation Discussion and Analysis – 2023 Compensation Decisions – Equity-Based Compensation.” (5)Represents PUs granted in 2023 under the EPEP. For a description of the material terms of the PUs granted in 2023, see “Compensation Discussion and Analysis – Components of 2023 Executive Compensation” and “Compensation Discussion and Analysis – 2023 Compensation Decisions – Equity-Based Compensation.”

  29. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information with respect to outstanding stock awards held by our named executive officers as of December 31, 2023.

  30. Outstanding Equity Awards at Fiscal Year-End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(3) | Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(2) | | Mark R. Widmar | 3/6/20 | 14,987 | 2,581,960 | | | | | 3/6/21 | 15,305 | 2,636,745 | | | | | 5/3/21(4) | 71,829 | 12,374,700 | | | | | 3/15/22 | 19,424 | 3,346,367 | | | | | 3/15/22 | | (5) | 72,838 | 12,548,531 | | | 3/6/23 | 5,888 | 1,014,385 | | | | | 3/6/23 | | (6) | 35,328 | 6,086,308 | | Total | | 127,433 | 21,954,157 | 108,166 | 18,634,839 | | Alexander R. Bradley | 3/6/20 | 4,035 | 695,150 | | | | | 3/6/21 | 4,396 | 757,343 | | | | | 5/3/21(4) | 20,632 | 3,554,481 | | | | | 3/15/22 | 5,763 | 992,850 | | | | | 3/15/22 | | (5) | 21,610 | 3,722,971 | | | 3/6/23 | 2,356 | 405,892 | | | | | 3/6/23 | | (6) | 14,130 | 2,434,316 | | Total | | 37,182 | 6,405,716 | 35,740 | 6,157,287 | | Jason Dymbort | 3/6/20 | 1,729 | 297,872 | | | | | 3/6/21 | 2,280 | 392,798 | | | | | 5/3/21(4) | 10,698 | 1,843,051 | | | | | 3/15/22 | 3,415 | 588,336 | | | | | 3/15/22 | | (5) | 12,806 | 2,206,218 | | | 3/6/23 | 2,356 | 405,892 | | | | | 3/6/23 | | (6) | 14,130 | 2,434,316 | | Total | | 20,478 | 3,527,949 | 26,936 | 4,640,534 | | Kuntal Kumar Verma | 3/6/20 | 1,729 | 297,872 | | | | | 3/6/21 | 1,953 | 336,463 | | | | | 5/3/21(4) | 9,169 | 1,579,635 | | | | | 3/15/22 | 3,628 | 625,032 | | | | | 3/15/22 | | (5) | 13,606 | 2,344,042 | | | 3/6/23 | 2,356 | 405,892 | | | | | 3/6/23 | | (6) | 14,130 | 2,434,316 | | Total | | 18,835 | 3,244,894 | 27,736 | 4,778,358 | | Markus Gloeckler | 3/6/20 | 1,729 | 297,872 | | | | | 3/6/21 | 2,280 | 392,798 | | | | | 5/3/21(4) | 10,698 | 1,843,051 | | | | | 3/15/22 | 3,415 | 588,336 | | | | | 3/15/22 | | (5) | 12,806 | 2,206,218 | | | 3/6/23 | 2,356 | 405,892 | | | | | 3/6/23 | | (6) | 14,130 | 2,434,316 | | Total | | 20,478 | 3,527,949 | 26,936 | 4,640,534 |

  31. Outstanding Equity Awards at Fiscal Year-End

    (1)Unless otherwise noted, RSUs issued prior to 2021 vest over four years at a rate of 25% per year, commencing on the first anniversary of the grant date, subject to the named executive officer’s service through each vesting date. RSUs issued beginning in 2021 vest over five years at a rate of 20% per year, commencing on the first anniversary of the grant date, subject to the named executive officer’s service through each vesting date. (2)The market value was calculated using the closing price per share of our common stock of $172.28 per share on December 29, 2023. (3)Represents PUs under the EPEP. The actual number of PUs that vest following the end of the applicable performance period, if any, will depend on the relative attainment of the performance metrics. For a discussion of specific stock awards granted during 2023, see “Grants of Plan-Based Awards” above. (4)Represents the grant of PUs under the EPEP awarded in 2021 for the three-year performance period ended December 31, 2023, subject to the relative attainment of performance metrics relating to (i) contracted revenue, (ii) cost per watt, (iii) incremental average selling price, and (iv) operating income. The PU awards vested in February 2024 upon the compensation committee’s certification of the performance achievement and the respective executive officer’s continued employment with the Company through that time. The number of shares reflected in the table represents the actual shares vested based on the applicable performance goal. (5)Represents the grant of PUs under the EPEP awarded in 2022 for the three-year performance period ending December 31, 2024, subject to the relative attainment of performance metrics relating to (i) backlog for delivery after 2024, (ii) Series 7 cost per watt, and (iii) cash adjusted return on invested capital (“ROIC”). In accordance with SEC rules, the value reflected in the table in respect of such PUs assumes applicable performance goals are achieved at maximum performance. (6)Represents the grant of PUs under the EPEP awarded in 2023 for the three-year performance period ending December 31, 2025, subject to the relative attainment of performance metrics relating to (i) backlog for delivery after 2025, (ii) Series 7 module production volume, (iii) CuRe module production volume, (iv) 2023 operating margin, (v) 2024 operating margin, and (vi) 2025 operating margin. In accordance with SEC rules, the value reflected in the table in respect of such PUs assumes applicable performance goals are achieved at maximum performance. For a description of this award, see “Compensation Discussion and Analysis – Components of 2023 Executive Compensation” and “Compensation Discussion and Analysis – 2023 Compensation Decisions – Equity-Based Compensation.”

  32. Stock Vested

    Stock Vested The following table provides information, on an aggregate basis, with respect to stock awards that vested during the year ended December 31, 2023 for each of the named executive officers.

  33. Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Mark R. Widmar | 131,672 | 26,346,363 | | Alexander R. Bradley | 34,110 | 6,837,600 | | Jason Dymbort | 11,423 | 2,307,324 | | Kuntal Kumar Verma | 9,713 | 1,971,324 | | Markus Gloeckler | 12,266 | 2,475,781 |

  34. Stock Vested

    (1)Calculated using the closing price per share of our common stock on the respective vesting dates.

  35. Pensions and Nonqualified Deferred Compensation

    Pensions and Nonqualified Deferred Compensation We do not currently provide our named executive officers with pension benefits (other than a tax-qualified 401(k) plan benefit) or other nonqualified deferred compensation arrangements that could be characterized as nonqualified deferred compensation arrangements under Section 409A of the Code.

  36. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  37. Potential Payments upon Termination of Employment (Other than in the Context of a Change in Control)

    Potential Payments upon Termination of Employment (Other than in the Context of a Change in Control) The table below reflects the estimated amount of compensation payable to each of our named executive officers in the event of termination of such executive’s employment as of December 31, 2023. Amounts included in the table reflect an involuntary termination without “cause” and a termination due to death, disability, or a qualifying retirement of the executive, in each case, other than in connection with a change in control. The actual amounts to be paid out can only be determined at the time of the executive’s separation from the Company. Unless otherwise noted, for purposes of the calculations below, we used a share value of $172.28 per share, which was the closing price per share of our common stock on December 29, 2023. None of the named executive officers is entitled to compensation upon a termination for “cause” except for the value of any earned and unused (and unforfeited) vacation. For descriptions relating to these payments and benefits, including any release, non-competition, non-solicitation, or similar requirements, see “Compensation Discussion and Analysis – Other Executive Compensation Information – Employment Agreements and Related Arrangements.” The amounts do not include amounts payable pursuant to the Company’s contracts, agreements, plans, or arrangements to the extent they do not discriminate in scope, terms, or operation, in favor of executive officers of the Company and that are available generally to all salaried associates, including payment of accrued rights such as payment for accrued and unpaid vacation.

  38. Potential Payments upon Termination of Employment (Other than in the Context of a Change in Control)

    | Name | Payment Type | Involuntary Not for Cause Termination ($) | Termination Due to Death, Disability, or Retirement ($) | | Mark R. Widmar | Cash severance(1) | 1,946,700(4) | 1,747,237 | | | Health coverage(2) | 16,468 | — | | | Equity treatment(3) | 4,500,470(3) | 16,104,701 | | | Total | 6,463,638 | 17,851,938 | | Alexander R. Bradley | Cash severance(1) | 525,000(4) | 627,204 | | | Health coverage(2) | 26,716 | — | | | Equity treatment(3) | 1,277,284(3) | 4,764,164 | | | Total | 1,829,000 | 5,391,368 | | Jason Dymbort | Cash severance(1) | 447,000(4) | 473,119 | | | Health coverage(2) | — | — | | | Equity treatment(3) | 657,248(3) | 2,752,280 | | | Total | 1,104,248 | 3,225,399 | | Kuntal Kumar Verma | Cash severance(1) | 450,000(4) | 466,805 | | | Health coverage(2) | 23,309 | — | | | Equity treatment(3) | 647,601(3) | 2,652,086 | | | Total | 1,120,910 | 3,118,891 | | Markus Gloeckler | Cash severance(1) | 437,000(4) | 462,053 | | | Health coverage(2) | 24,376 | — | | | Equity treatment(3) | 657,248(3) | 2,752,280 | | | Total | 1,118,624 | 3,214,333 |

  39. Potential Payments upon Termination of Employment (Other than in the Context of a Change in Control)

    —————————— (1)Estimates based on aggregate payments made over the severance period, which period for Mr. Widmar is 24 months and for all other executives is 12 months. (2)Represents maximum aggregate value of continued health benefit coverage based on 2023 costs for this benefit, to be provided over the health benefit continuation period, which is 12 months for all named executive officers, with the exception of Mr. Dymbort, who waived health coverage for 2023. (3)Amounts are estimates, based on the aggregate value of 12 months’ acceleration of the vesting of time-based equity awards outstanding on December 31, 2023, as provided under the terms of each named executive officer’s employment agreement. In the event of a termination due to death, disability, or retirement, PUs would vest following the end of the performance period, based on actual achievement of the applicable performance metrics and pro-rated based on the length of the period the executive was employed by the Company during the performance period. In the table, PU vesting is reflected at the target level of achievement of applicable performance metrics. The actual number of PUs that vest following the end of the applicable performance period, if any, will depend on the relative attainment of the performance metrics. (4)Our 2023 Bonus Plan requires that all associates be employed on the bonus payout date, with exceptions for retirement, death, and long-term disability. These exceptions allow for eligibility of a pro-rated award based on days of service completed during the performance year. Amounts shown reflect actual payment with no discretion applied.

  40. Potential Payments upon a Change in Control

    Potential Payments upon a Change in Control Consequences of a Change in Control Under Equity-Based Compensation Plans. The 2020 Omnibus Plan and its predecessor, the 2015 Omnibus Incentive Compensation Plan (“2015 Omnibus Plan”), provide that, unless otherwise provided in an award agreement, or unless provision is made in connection with the change in control (as defined below) for assumption of, or substitution for, awards previously granted, in the event of a change in control, any equity awards outstanding as of the date of the change in control shall be treated as follows as of the date immediately prior to the change in control: (i) awards subject only to time-based vesting criteria would become (or would be deemed) fully vested and/or exercisable, and all restrictions and forfeiture provisions related thereto would lapse, as applicable, and (ii) all PUs and other awards designated as performance compensation awards would be paid out as if the date of the change in control were the last day of the applicable performance period and “target” performance levels had been attained. The term “change of control” in the 2015 Omnibus Plan is defined as the occurrence of any of the following events: •During any period of 24 consecutive months, individuals who were members of the board of directors at the beginning of such period (“Incumbent Directors”) cease at any time during such period for any reason to constitute at least a majority of the board of directors; •The consummation of (i) a merger, consolidation, statutory share exchange, or similar form of corporate transaction involving (x) the Company or (y) any of its subsidiaries, (but in the case of this clause (y) only if voting securities of the Company are issued or issuable in connection with such transaction) or (ii) a sale or other disposition of all or substantially all the assets of the Company, in each case, unless following which (a) the stockholders of the Company as of just prior to such consummation continue to own in substantially the same proportions more than 50% of the combined voting power of the surviving entity (disregarding any interests in the surviving entity that such stockholders owned before such consummation), (b) no person (excluding employee benefit plans or related trusts and specified shareholders (defined below)) owns 20% or more of the combined voting power of the surviving entity, and (c) a majority of the members of the board of directors of the surviving entity were members of the Company’s board of directors as of the time such transaction was agreed upon or approved; •The approval by our stockholders of a plan of complete liquidation or dissolution of the Company, unless such liquidation or dissolution is part of a transaction or series of transactions described in the preceding bullet that does not otherwise constitute a change in control; or •The date that any legal person, corporation, or other entity or group (as defined) other than any “specified shareholder” becomes the beneficial owner, directly or indirectly, of securities of the Company representing a percentage of the combined voting power that is equal to or greater than 30%. The term “change of control” in the 2020 Omnibus Plan is defined as the occurrence of any of the following events: •During any period of 24 consecutive months, Incumbent Directors cease at any time during such period for any reason to constitute at least a majority of the board of directors; provided, however, that any individual becoming a director subsequent to the beginning of such period whose appointment or election, or nomination for election, by the Company’s stockholders was approved by a vote of at least a majority of the Incumbent Directors shall be considered as though such individual were an Incumbent Director, but excluding, for purposes of this proviso, any such individual whose initial assumption of office occurs as a result of an actual or threatened proxy contest with respect to election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of any person; •The consummation of (i) a merger, consolidation, statutory share exchange or similar form of corporate transaction involving (x) the Company or (y) any of its subsidiaries (but in the case of this clause (y) only if voting securities of the Company are issued or issuable in connection with such transaction) or (ii) a sale or other disposition of all or substantially all the assets of the Company, in each case, unless following which (a) the stockholders of the Company as of just prior to such consummation continue to own in substantially the same proportions more than 50% of the combined voting power of the surviving entity (disregarding any interests in the surviving entity that such stockholders owned before such consummation), (b) no person (excluding employee benefit plans or related trusts and specified shareholders, defined below) owns 20% or more of the combined voting power of the surviving entity, and (c) a majority of the members of the board of directors of the surviving entity were members of the Company’s board of directors as of the time such transaction was agreed upon or approved; •The approval by the stockholders of the Company of a plan of complete liquidation or dissolution of the Company, unless such liquidation or dissolution is part of a transaction or series of transactions described in the preceding bullet that does not otherwise constitute a change of control; or •The date that any legal person, corporation, or other entity or group (as defined) other than any “specified shareholder” becomes the beneficial owner, directly or indirectly, of securities of the Company representing a percentage of the combined voting power that is equal to or greater than 30%. PU Award Agreements. The PUs granted to our named executive officers under the EPEP provide that, upon a change in control of the Company in which the acquirer assumes or substitutes the PUs, the PUs would accelerate vesting based on the greater of target or actual achievement of the applicable vesting conditions as of the date of termination, if, during the two-year period after a change in control, the executive’s employment is terminated without “cause” or the executive resigns for “good reason” (as defined in the executive’s CIC Agreement). Upon the occurrence of a change in control of the Company in which the acquirer does not assume or substitute the PUs, the PUs would be deemed immediately vested at the greater of target or actual achievement of the applicable vesting conditions as of the last date of the quarter preceding the change in control.

  41. Potential Payments upon a Change in Control

    Change-in-Control Severance Agreements. We have entered into CIC Agreements with our executive officers and certain senior management, including each of our named executive officers. As of July 2013, our compensation committee determined that such CIC Agreements will no longer provide for full vesting of unvested time-vested equity-based compensation upon a change in control of the Company and will instead provide for vesting of such equity-based compensation only upon a termination without “cause” or resignation for “good reason” within two years following a change in control of the Company. Consistent with that decision, pursuant to the CIC Agreements entered into with Messrs. Widmar, Bradley, Dymbort, Verma and Gloeckler, if a change in control occurs (substantially as defined in the 2020 Omnibus Plan and the 2015 Omnibus Plan, except that a change in control will only be deemed to have occurred if such change in control constitutes a change in the ownership or effective control of the Company or a change in the ownership or a substantial portion of the assets of the Company within the meaning of Section 409A of the Code), Messrs. Widmar, Bradley, Dymbort, Verma and Gloeckler will only become entitled to accelerated vesting of all equity-based, long-term incentive awards (other than awards which by their express terms do not accelerate under the CIC Agreements) upon termination without “cause” or resignation for “good reason” within two years following a change in control of the Company. Named executive officers who are party to a CIC Agreement will also be entitled to severance payments and benefits if, during the two-year period after a change in control, the executive’s employment is terminated without “cause” or the executive resigns for “good reason” (including any material reduction in an executive’s authorities, duties, or responsibilities; any material reduction in annual base salary or annual incentive opportunity; a relocation of the executive’s principal place of employment by 50 or more miles; a failure to pay compensation when due; a failure of a successor to assume the obligations of the agreement; and receipt of written notice from the Company of a termination without “cause”) (such termination, a “qualifying termination”). If terminated or separated from the Company under those circumstances, the executive would be entitled to the following additional benefits under the CIC Agreement: •a lump-sum cash severance payment equal to two times the sum of (i) the executive’s annual base salary (without regard to any reduction giving rise to “good reason”) and (ii) the greater of (a) the executive’s target annual bonus for the year of termination; or (b) the average of the annual cash bonuses payable to the executive in respect of the three full calendar years immediately preceding the calendar year that includes the termination date or, if the executive has not been employed for three full calendar years preceding the calendar year that includes the termination date, the average of the annual cash bonuses payable to the executive for the number of full calendar years prior to the termination date that he or she has been employed; •a pro-rated target annual bonus for the year of termination; •the continuation of, or reimbursement for, medical and certain other employee benefits for 18 months after termination of employment; and •reimbursement for the cost of executive-level outplacement services (subject to a $20,000 limit). Such severance benefits under the CIC Agreements are in lieu of any other severance benefit the executive may otherwise be entitled to, such as under the executive’s employment agreement. To obtain severance benefits under a CIC Agreement, an executive must first execute a separation agreement with the Company that includes a waiver and release of any and all claims against the Company. For terminations other than a qualifying termination following a change in control, the executive is entitled to vested and accrued benefits, such as (i) payments of any unpaid salary, bonuses or other amounts earned or accrued through the termination date, (ii) reimbursement of any unreimbursed business expenses incurred through the termination date, (iii) payments explicitly set forth in any other benefit plans, practices, policies and programs in which the executive participates, and (iv) any payments the Company is or becomes obligated to make. As a result of our compensation committee’s decision to no longer provide any executives with excise tax gross-up payments that may be triggered under Section 280G of the Code, we no longer have any legacy employment agreements with our named executive officers that allow for such tax gross-up payments. The table below shows the amounts that would be payable to each of the named executive officers who is party to a CIC Agreement in the event of a qualifying termination following a change in control, if a change in control and the qualifying termination had occurred on December 31, 2023, using a share value of $172.28 per share, which was the closing price per share of our common stock on December 29, 2023. The amounts do not include amounts payable pursuant to our contracts, agreements, plans, or arrangements to the extent they do not discriminate in scope, terms, or operation, in favor of executive officers of the Company and that are available generally to all salaried associates, including payment of accrued rights such as payment for accrued and unpaid vacation.

  42. Potential Payments upon a Change in Control

    | Name | Cash Severance Payment Amount ($) | Value of Accelerated Equity Awards ($)(1) | Estimated Value of Medical and Welfare Benefits ($)(2) | Estimated Value of Outplacement Assistance ($)(3) | Total ($) | | Mark R. Widmar | 5,957,451 | 25,308,621 | 24,702 | 20,000 | 31,310,774 | | Alexander R. Bradley | 2,532,259 | 7,771,551 | 40,074 | 20,000 | 10,363,884 | | Jason Dymbort | 1,953,222 | 4,960,113 | — | 20,000 | 6,933,335 | | Kuntal Kumar Verma | 1,945,085 | 4,872,940 | 34,963 | 20,000 | 6,872,988 | | Markus Gloeckler | 1,908,446 | 4,960,113 | 36,564 | 20,000 | 6,925,123 |

  43. Potential Payments upon a Change in Control

    (1)The vesting of all time-based equity awards for Messrs. Widmar, Bradley, Dymbort, Verma and Gloeckler is a double-trigger benefit, and such time-based equity awards vest only upon a termination without “cause” or for resignation for “good reason” within two years following a change in control of the Company. All PUs vest at the greater of target or actual performance, only upon a termination without “cause” or for resignation for “good reason” within two years following a change in control, in the event that an acquirer of the Company assumes or substitutes the PUs. In the table, PU vesting is reflected at the target level of achievement of applicable performance metrics. (2)Represents the estimated value of 18 months continued medical and certain other employee benefits based on 2023 costs for these benefits, with the exception of Mr. Dymbort, who waived health coverage for 2023. (3)Assumes a maximum payment of $20,000, which may be made for outplacement assistance.

  44. Pay Versus Performance Table

    Pay Versus Performance Table The following table sets forth information about the relationships (i) between executive Compensation Actually Paid (“CAP”) to (x) our principal executive officer (“PEO”) and (y) all other named executive officers (“NEOs”) as a group on an average basis, on the one hand, and each of our (A) cumulative shareholder return, (B) net income or loss, and (C) company-selected financial performance measure for the years ended December 31, 2023, 2022, 2021, and 2020, and (ii) between our cumulative shareholder return and cumulative shareholder return of our peer group for the same period.

  45. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3)(4) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) ($ thousands) (7) | Cash-Adjusted ROIC (8) | | | | | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | | | | 2023 | 7,725,497 | 19,876,806 | 2,966,334 | 4,910,325 | 308 | 174 | 830,777 | 17.5% | | 2022 | 7,207,833 | 32,511,818 | 2,074,445 | 7,778,798 | 268 | 237 | (44,166) | 0.4% | | 2021 | 6,542,454 | 3,129,120 | 1,967,842 | 1,312,273 | 156 | 250 | 468,693 | 11.8% | | 2020 | 8,317,673 | 26,480,543 | 2,690,678 | 7,728,980 | 177 | 334 | 398,355 | 11.4% |

  46. Pay Versus Performance Table

    —————————— (1)Represents the “Total” compensation for our PEO, Mr. Widmar, as set forth under “Executive Compensation – Summary Compensation Table.” (2)CAP to our PEO and the average of all non-PEO NEOs is calculated in accordance with Item 402(v) of Regulation S-K (“Item 402(v)”). Such amounts do not reflect the actual amount of compensation earned by or paid to our PEO and other NEOs during the applicable year. In accordance with Item 402(v), the following adjustments were made to the amounts reported in the “Stock Awards” column in the “Summary Compensation Table” in each year’s respective proxy statement to determine the CAP.

  47. Pay Versus Performance Table

    | | Year | Reported Summary Compensation Table Total ($) | Reported Value of Stock Awards ($) | Stock Award Adjustments ($)(a) | Compensation Actually Paid ($) | | PEO | 2023 | 7,725,497 | (5,000,089) | 17,151,398 | 19,876,806 | | | 2022 | 7,207,833 | (4,549,997) | 29,853,982 | 32,511,818 | | | 2021 | 6,542,454 | (4,699,945) | 1,286,611 | 3,129,120 | | | 2020 | 8,317,673 | (6,000,023) | 24,162,893 | 26,480,543 | | Average of non-PEO NEOs | 2023 | 2,966,334 | (2,000,079) | 3,944,070 | 4,910,325 | | | 2022 | 2,074,445 | (999,985) | 6,704,338 | 7,778,798 | | | 2021 | 1,967,842 | (1,118,754) | 463,185 | 1,312,273 | | | 2020 | 2,690,678 | (1,579,996) | 6,618,298 | 7,728,980 |

  48. Pay Versus Performance Table

    (a)The stock award adjustments for each applicable year are further detailed in the table below. The fair value of such awards reflects changes to both the price per share of our common stock and the expected attainment of the underlying performance metrics associated with PU grants.

  49. Pay Versus Performance Table

    | | Year | Year End Fair Value of Outstanding and Unvested Stock Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Stock Awards ($) | Year over Year Change in Fair Value of Stock Awards Granted in Prior Years that Vested in the Year ($) | Total Stock Award Adjustments ($) | | PEO | 2023 | 5,153,067 | 5,375,117 | 6,623,214 | 17,151,398 | | | 2022 | 14,547,305 | 17,718,245 | (2,411,568) | 29,853,982 | | | 2021 | 5,467,198 | (2,117,060) | (2,063,527) | 1,286,611 | | | 2020 | 13,685,088 | 11,454,539 | (976,734) | 24,162,893 | | Average of non-PEO NEOs | 2023 | 2,061,158 | 1,013,061 | 869,851 | 3,944,070 | | | 2022 | 3,307,026 | 3,856,455 | (459,143) | 6,704,338 | | | 2021 | 1,293,237 | (414,754) | (415,298) | 463,185 | | | 2020 | 3,603,715 | 3,255,929 | (241,346) | 6,618,298 |

  50. Pay Versus Performance Table

    (3)For 2022 and 2021, our non-PEO NEOs were Messrs. Bradley and Dymbort, Georges J. Antoun (our Chief Commercial Officer), and Caroline Stockdale (our Chief People and Communications Officer). For 2020, our non-PEO NEOs were Messrs. Bradley and Antoun, Philip Tymen deJong (our former Chief Operating Officer), Raffi Garabedian (our former Chief Technology Officer), and Ms. Stockdale. (4)Represents the total average compensation for our non-PEO NEOs, derived from the “Total” column in the “Summary Compensation Table” in each year’s respective proxy statement. (5)Represents the Total Shareholder Return (“TSR”) on our common stock assuming an investment of $100 on December 31, 2019. (6)Represents the TSR for the Invesco Solar ETF, which is a peer issuer group of solar companies. For purposes of the table, an investment of $100 (with reinvestment of all dividends) is assumed to have been made in the Invesco Solar ETF on December 31, 2019. (7)Represents our consolidated net income or loss, in thousands, as reported in our Annual Report on Form 10-K for each of the years presented. (8)Represents the company-selected financial performance measure used to link CAP to our PEO and non-PEO NEOs for the most recently completed year to company performance. Cash-adjusted ROIC is calculated as (i) net operating profit after taxes, adjusted to exclude production start-up expense and costs associated with the ramp of our manufacturing facilities, divided by (ii) the sum of stockholder’s equity and long-term debt, less cash, cash equivalents, restricted cash, restricted cash equivalents, and marketable securities. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that cash-adjusted ROIC is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed year, to Company performance.

  51. Analysis of the Pay Versus Performance Table

    Analysis of the Pay Versus Performance Table Exhibit #1: Relationship between CAP and TSR. The following graph shows the relationship of CAP to our PEO and the average CAP to our non-PEO NEOs to our total shareholder return for the years ended December 31, 2023, 2022, 2021, and 2020: As discussed in “Compensation Discussion and Analysis — Our Business Strategy, Key 2023 Compensation Decisions and Compensation Best Practices,” we seek to align the interests of our executives with those of our stakeholders by routinely reviewing the share ownership requirements for our executive officers. Under these guidelines, our PEO’s share ownership requirement is six times base salary and the share ownership requirement of all other executives is three times base salary. Accordingly, the CAP to our PEO and non-PEO NEOs is influenced to a large degree by changes in the price per share of our common stock, as well as the relative attainment of the performance metrics for PUs granted under the various EPEP awards. The elevated CAP to our PEO and non-PEO NEOs during 2022 and 2023 was primarily driven by a higher fair value for RSUs and PUs due to an increase in our share price, which corresponds with the increase in TSR during such periods, as well as an increase in the expected attainment of the underlying performance metrics associated with certain PU grants. The increase to TSR in 2023 compared to 2022 was primarily due to continued benefits received from government support programs, such as the Inflation Reduction Act of 2022; our growing backlog of future module sales, in particular those manufactured in the United States; and the ongoing expansion of our manufacturing capacity. Exhibit #2: Relationship between CAP and Net Income or Loss. The following graph shows the relationship of CAP to our PEO and the average CAP to our non-PEO NEOs to our net income or loss for the years ended December 31, 2023, 2022, 2021, and 2020: As discussed in Exhibit #1 above, the level of CAP to our PEO and non-PEO NEOs during 2022 and 2023 was primarily driven by an increase in our share price and an increase in the expected attainment of the underlying performance metrics associated with certain PU grants. For 2022, the performance metrics with the most significant effect on CAP related to the EPEP awards granted during 2021 and 2022. Among other things, such metrics include cash-adjusted ROIC, Series 7 cost per watt produced, and bookings backlog for future module deliveries. Although CAP to our PEO and non-PEO NEOs increased during a period of net loss for the Company, our executive compensation programs are designed to incentivize the achievement of performance objectives that align with our long-term strategic plans. As net income is not currently a performance metric in our long-term incentive awards, it did not directly impact CAP during the periods shown in the graph above. Exhibit #3: Relationship between CAP and Cash-Adjusted ROIC. The following graph shows the relationship of CAP to our PEO and the average CAP to our non-PEO NEOs to our cash-adjusted ROIC for the years ended December 31, 2023, 2022, 2021, and 2020: As discussed in Exhibit #1 above, the level of CAP to our PEO and non-PEO NEOs during 2022 and 2023 was primarily driven by an increase in our share price and an increase in the expected attainment of the underlying performance metrics associated with certain PU grants. In contrast, cash-adjusted ROIC is based on the Company’s operating results for each period presented in the graph above rather than the expected attainment of that metric in the future measurement periods specified in the related EPEP award, which drove the increased CAP in 2022. Exhibit #4: Relationship between TSR and Peer Group TSR. The following graph shows the relationship of the three-year cumulative TSR on our common stock relative to the TSR of the Invesco Solar ETF for the years ended December 31, 2023, 2022, 2021, and 2020: As illustrated above, our TSR increased approximately 15% in 2023 compared to 2022 primarily due to continued benefits received from government support programs, such as the Inflation Reduction Act of 2022; our growing backlog of future module sales, in particular those manufactured in the United States; and the ongoing expansion of our manufacturing capacity. We believe such factors had a positive effect on our TSR relative to the TSR of our peer group.

  52. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Mark Widmar, our Chief Executive Officer. The pay ratio included in this information represents a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2023, our last completed fiscal year: •the median annual total compensation of all employees of the Company (other than our Chief Executive Officer) was $87,024 (without applying cost-of-living adjustments, the median annual total compensation of all employees of the Company (other than our Chief Executive Officer) was $23,560); •the annual total compensation of our Chief Executive Officer was $7,725,497; and •our Chief Executive Officer’s annual total compensation was 89 times that of the median annual total compensation of all employees (without applying cost-of-living adjustments, our Chief Executive Officer’s annual total compensation was 328 times that of the medial annual total compensation of all employees). To identify the median of the annual total compensation of all our employees (or “median employee”), as well as to determine the annual total compensation of the median employee, we made assumptions: 1.Population Date. We selected December 31, 2023 as the date upon which we would identify the median employee because it enabled us to make such identification in a reasonably efficient and economical manner. 2.Population Composition. As of December 31, 2023, our global employee population consisted of approximately 6,700 associates. This population included the Company’s full-time and part-time employees, but excluded independent contractors, interns, and temporary employees. 3.Median Employee. To identify the median employee from our employee population, we used the annual total compensation of our employees. To determine annual total compensation, we reviewed the Company’s global payroll records and determined the pay categories that should be included in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. In making this determination, we annualized the base salary of full-time and part-time employees who were hired during 2023. We applied the exchange rate as of December 31, 2023 to convert the compensation paid in local currency to U.S. dollars. We then applied a cost-of-living adjustment to the annual total compensation of each employee by comparing nominal gross domestic product per capita for the respective country of employment for each employee for 2022 as published by the World Bank (the most recent year with available data). Using this methodology, we determined that the median employee was a full-time, salaried employee located in the United States, with annual total compensation of $87,024 for the year ended December 31, 2023.

  53. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Upon the recommendation of the nominating and governance committee of the board of directors, the board of directors has nominated for election at the annual meeting the following ten nominees. Information about these nominees is provided above in the section “Directors.” Each of the nominees, other than Dr. Renduchintala, is currently serving as a director of the Company. We expect each nominee for election as a director at the annual meeting to be able to accept such nomination. If a nominee is unable to stand for election, the board of directors may either reduce the number of directors to be elected or cause a substitute nominee to stand for election. If a substitute nominee is selected to stand for election, the proxy holders will vote shares with respect to the substitute nominee in accordance with the voting instructions received for the original nominee unless you change your vote in accordance with the procedures described above in the section “Questions and Answers About the Annual Meeting – Can I change my vote after I submit my proxy?” At the annual meeting, proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.