Forrest Reynolds
About Forrest Reynolds
Forrest Reynolds (age 54) is an independent Class A director of Ascent Solar Technologies, Inc. (ASTI), serving since September 2022, with his current term expiring at the 2026 annual meeting. He holds a B.B.A. in Finance and a B.A. in Economics from The University of Texas at Austin and has 30+ years of business and management experience, including turnaround and investment banking roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CalTex Capital, LLC | Managing Partner | Ongoing (Texas-based investment firm) | Private investing and oversight; governance experience |
| Centaur Gaming, LLC | Chief Restructuring Officer | Prior role | Managed $1.0B Chapter 11 reorganization; turnaround expertise |
| Credit Suisse; BT Alex Brown/Deutsche Bank; UBS | Investment banker (various positions) | 14+ years (prior) | Capital markets, restructuring, advisory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Several private companies (unspecified) | Director | Ongoing | No public-company interlocks disclosed |
Board Governance
- Independence: The Board determined Reynolds is independent under Nasdaq rules; 4 of 5 directors are independent (Berezovsky, Thompson, Peterson, Reynolds) .
- Committees: Audit Committee member; Compensation Committee Chair; not on Nominating & Governance (that committee comprises Berezovsky, Thompson, Peterson; Thompson chairs) .
- Meetings & Attendance: In 2024, the Board met 13 times; Audit met 4, Compensation 1, Nominating 1. Each director attended at least 75% of Board and committee meetings on which he served .
- Board leadership: Chairman (David Peterson) is independent; no Lead Independent Director appointed .
- Compensation Committee practices: Committee may review peer data; does not currently use outside consultants; all members independent .
- Diversity: Board disclosed no diverse directors under Nasdaq Rule 5605(f), explaining the absence; total directors: 5; gender: 5 male .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Annual Director Retainer (cash) | $75,000 | Increased from $55,000 in May 2024 |
| One-time cash fee | $27,500 | Paid in 2024 (higher than $15,000 paid to other non-exec directors) |
| Fees earned or paid in cash (2024) | $94,808 | Per Director Compensation Table |
Performance Compensation
| Equity Instrument | Grant Date | Quantity | Grant-Date Fair Value | Vesting | Other Terms |
|---|---|---|---|---|---|
| RSUs | Jan 2024 | 250 | $77 per RSU | 1/3 on 3/31/2024; 1/3 on 1/1/2025; 1/3 on 1/1/2026 | Adjusted for 1-for-100 reverse split on 8/14/2024 |
| Stock Options | Aug 2024 | 11,000 | $4.15 per option (fair value) | 1/3 on 9/15/2024; 1/3 on 8/21/2025; 1/3 on 8/21/2026 | Exercise price not disclosed for director grants (executive options disclosed at $4.15 strike separately) |
- Performance metrics: No performance metrics disclosed for director equity (time-based vesting); Clawback policy effective Dec 1, 2023, but Audit Committee determined no performance-based comp tied to filed financial results in prior three years .
Other Directorships & Interlocks
- Public boards: None disclosed for Reynolds .
- Compensation committee interlocks: None of current members (including Reynolds) have served as executives of ASTI; no interlocks with other companies’ boards/comp committees .
Expertise & Qualifications
- Turnaround, restructuring, and investment banking expertise (CRO role; $1.0B Chapter 11 managed; 14+ years at multinational investment banks) .
- Audit committee service; compensation committee chair—governance and oversight credentials .
- Private-company board experience .
Equity Ownership
| Metric | As of Mar 31, 2025 (10-K) | As of Apr 30, 2025 (DEF 14A) |
|---|---|---|
| Total beneficial ownership (shares) | 85,128 | 95,324 |
| Ownership (% of outstanding) | 4.75% (on 1,705,984 shares outstanding) | 4.99% |
| Common shares | 750 (direct) | Not disclosed |
| Options exercisable (≤60 days) | 3,667 | Not disclosed |
| Options not exercisable (≤60 days) | 7,333 (excluded) | Not disclosed |
| Warrants | 620 | Not disclosed |
| RSUs vesting within 60 days | None; 83 RSUs not vesting within 60 days (excluded) | Not disclosed |
| Series 1C preferred (convertible) | 965 shares ≈ 80,091 common currently convertible; additional 323,642 shares underlying portion not currently convertible due to 4.99% cap | Not disclosed |
- Trading, pledging, hedging: Insider trading policy prohibits derivative transactions and pledging by officers/directors; trading windows and preclearance required; no Rule 10b5-1 plans in effect during 2024 .
- Section 16 compliance: The company reports timely filings for directors in 2024; late filings noted for others (Jo, Gulati, Warley), not Reynolds .
Governance Assessment
- Board effectiveness: Reynolds chairs the Compensation Committee and serves on Audit, indicating substantive governance engagement in pay oversight and financial integrity. Attendance met or exceeded 75% threshold, consistent with expectations for active independent directors .
- Independence & conflicts: Independent under Nasdaq rules; no related-party transactions tied to Reynolds disclosed. However, insiders (including directors) participated heavily (≈75%) in the Oct 2024 Series 1C preferred financing; Reynolds’ significant convertible preferred holdings are subject to a 4.99% beneficial ownership cap, which helps mitigate control concerns but indicates meaningful insider financing involvement .
- Compensation alignment: Director pay increased retainer to $75,000 and included time-based RSUs and options; no performance metrics disclosed for director equity, typical for small-cap boards but limits pay-for-performance signaling for directors. Clawback framework exists but not triggered for director equity .
- Board composition risk: Absence of diverse directors under Nasdaq Rule 5605(f) is a governance red flag; company provides explanation but remains noncompliant with diversity objectives, which can affect investor confidence in board refreshment and oversight culture .
RED FLAGS
- No diverse directors disclosed under Nasdaq Rule 5605(f) .
- Insider financing concentration: ~75% of Series 1C preferred purchased by officers/directors/advisors; while capped by 4.99% conversion limit, concentration may raise alignment vs. entrenchment questions .
- No use of independent compensation consultants; potential for constrained benchmarking rigor, though committee may review peer data .
POSITIVE SIGNALS
- Independent director with turnaround and banking credentials; Chairs Compensation and serves on Audit—strong governance roles .
- Section 16 compliance and prohibitions on hedging/pledging for directors; formal clawback policy adopted .
Appendix: Director Compensation (2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| Forrest Reynolds | 94,808 | 19,250 | 45,650 | — | 159,708 |
Appendix: Committee Composition
- Audit Committee: Berezovsky (Chair), Reynolds, Thompson; all independent; Berezovsky is SEC-defined financial expert .
- Compensation Committee: Reynolds (Chair), Peterson, Thompson; all independent; no outside consultants currently used .
- Nominating & Governance Committee: Thompson (Chair), Berezovsky, Peterson; all independent .