Gregory Thompson
About Gregory Thompson
Independent director (Class B) at Ascent Solar Technologies since April 2023; age 69 as of April 30, 2025, with current term expiring at the 2025 annual meeting and nominated for re‑election to a term ending in 2028 . A four‑time public company CFO with extensive global experience in technology, manufacturing, chemicals, building products, medical equipment, software/services, and public accounting; B.S. in Accounting from Virginia Tech (1977); Certified Public Accountant; member of the American Institute of Certified Public Accountants .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KEMET Corporation (NYSE: KEM) | EVP & CFO | Dec 2018 – Jun 2021; KEMET acquired by Yageo in Jun 2020 (~$1.8B) | Led finance through sale to strategic acquirer |
| Axiall Corporation (NYSE: AXLL) | EVP & CFO | 2008 – 2016; sold to Westlake Chemical in late 2016 | CFO through corporate sale |
| Invacare Corporation (NYSE: IVC) | CFO | 2002 – 2008 | Senior finance leadership |
| Sensormatic Electronics | CFO; Corporate Controller | CFO 2000 – 2002; Controller 1997 – 2000 | Corporate finance leadership |
| Wang Laboratories | VP & Corporate Controller; Assistant Controller | 1994 – 1997; 1990 – 1994 | Corporate accounting leadership |
| Price Waterhouse & Coopers & Lybrand | Auditor/Consultant | 13 years (pre‑1990) | Served international clients across industries |
External Roles
No other public company directorships disclosed for Thompson in ASTI’s proxies .
- Professional affiliation: Member, American Institute of Certified Public Accountants .
Board Governance
- Independence: Board determined Thompson is independent under Nasdaq rules; all members of Audit, Compensation, and Nominating & Governance committees are independent per charters .
- Committee assignments (current): Audit Committee member; Compensation Committee member; Chair, Nominating & Governance Committee .
- Classified board: Class B director with term expiring 2025; nominated for re‑election to 2028 .
- Board/committee activity and attendance: Board held 29 meetings in 2023; Audit 4; Compensation 1; Nominating & Governance 1; each director attended at least 75% of aggregate Board and committee meetings .
- Leadership structure: Independent Chairman; no Lead Independent Director appointed because chair is independent .
- Policies: Company maintains a Code of Ethics and a policy on trading, pledging, and hedging of company stock (policy referenced) .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer | $55,000 (company‑wide for non‑executive directors) | $75,000 (increase effective May 2024) |
| One‑time cash fees | N/A for Thompson in 2023; company paid special fees to certain directors | $15,000 (Thompson); Reynolds $27,500; Berezovsky $15,000; Peterson $15,000 |
| Perquisites | None; travel reimbursement only | None; travel reimbursement only |
| Total director comp (Thompson) | $40,200 cash; no equity in 2023 | $140,983 total: $82,308 cash; $19,250 stock awards; $39,425 option awards |
Performance Compensation
| Award Type | Grant Date | Units | Grant Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs | Jan 2024 | 250 RSUs (adjusted for 1:100 reverse split) | $77 per RSU | 1/3 vested 3/31/2024; 1/3 vested 1/1/2025; 1/3 vests 1/1/2026 | None disclosed (time‑based vesting) |
| Stock Options | Aug 2024 | 9,500 options | $4.15 per option (grant‑date fair value) | 1/3 vested 9/15/2024; 1/3 vests 8/21/2025; 1/3 vests 8/21/2026 | None disclosed (time‑based vesting) |
- Equity plan terms (change‑in‑control): Under 2023 Incentive Plan, unvested awards do not automatically vest on change‑in‑control; Administrator may in its sole discretion assume/continue, cash‑out, cancel underwater options/SARs, or accelerate vesting/lapse restrictions .
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship |
|---|---|---|
| None disclosed | — | No public company directorships or interlocks disclosed for Thompson |
Expertise & Qualifications
- Financial expertise: Multi‑industry CFO tenure, SEC reporting, M&A execution across multiple corporate sales (KEMET, Axiall) .
- Accounting credentials: CPA; AICPA member; degree in Accounting (Virginia Tech, 1977) .
- Board qualifications: Identified by ASTI as well‑qualified due to knowledge and business experience; serves as Chair of Nominating & Governance Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As‑of Date |
|---|---|---|---|
| Gregory Thompson | 34,722 | 2.0% | Oct 16, 2023 |
- Ownership definition: Includes shares with voting/investment power and shares issuable within 60 days via convertible securities/vesting .
- Pledging/hedging: Company references a policy on trading, pledging and hedging; director‑specific pledging not disclosed .
Governance Assessment
-
Strengths
- Independent director with deep finance and transaction experience; chairs Nominating & Governance—central to board composition and governance standards .
- Confirmed independence for all key committees; diversified committee service (Audit, Compensation) enhances board effectiveness .
- Material equity participation through RSUs and options with multi‑year vesting, fostering alignment beyond cash retainers .
- Existence of trading/pledging/hedging policy and Code of Ethics—baseline governance safeguards .
-
Watch items
- Attendance disclosure only confirms “≥75%” rather than precise rates—below typical best‑practice precision; monitor future proxies for individual attendance granularity .
- One‑time cash fees in 2024 ($15,000 for Thompson) without detailed rationale may introduce discretion in director pay; track recurrence or expansion of special fees .
- Change‑in‑control treatment of awards vests at Administrator’s discretion (no fixed double‑trigger standard); investors should assess how discretion is exercised if corporate actions occur .
-
RED FLAGS
- None specific to Thompson identified in proxies regarding related‑party transactions, pledging/hedging, tax gross‑ups, or option repricing .
- Company‑level related‑party dealings exist historically (Crowdex/TubeSolar), but no linkage to Thompson disclosed .
Director Compensation Detail (Thompson)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned/Paid in Cash ($) | $40,200 | $82,308 |
| Stock Awards ($) | — | $19,250 |
| Option Awards ($) | — | $39,425 |
| Total ($) | $40,200 | $140,983 |
Committee Assignments
| Committee | Role | Independence |
|---|---|---|
| Nominating & Governance | Chair | Independent (Nasdaq rules) |
| Audit | Member | Independent; committee independent per charter |
| Compensation | Member | Independent; committee independent per charter |
Board Structure & Attendance
| Item | Detail |
|---|---|
| Board classification | Class B; term expires 2025; nominated to 2028 |
| Chairman | Independent; no Lead Independent Director appointed |
| 2023 Board meetings | 29 board; Audit 4; Compensation 1; Nominating & Governance 1 |
| Attendance | Each director attended at least 75% of aggregate meetings |
Compensation Structure Analysis
- Mix shift: 2024 added time‑based RSUs and options for directors with multi‑year vesting, increasing equity alignment vs 2023 (cash‑only for Thompson) .
- Cash changes: Retainer increased from $55,000 to $75,000 (May 2024); one‑time cash fees introduced in 2024 ($15,000 to Thompson) .
- Consultants: Compensation Committee has authority to retain outside third parties but did not use consultants currently; director pay may be benchmarked by peer data when determined .
Related Party Transactions & Conflicts
- Thompson‑specific: None disclosed .
- Company‑level history: Financing relationships with Crowdex and TubeSolar (entities controlled by Bernd Förtsch) detailed; no Thompson involvement stated .
Say‑on‑Pay & Shareholder Feedback
Not disclosed in the cited proxy materials for director‑specific analysis .
Compensation Peer Group
Committee may review peer data to determine director compensation; specific peer group composition or target percentile not disclosed .
Employment & Contracts (Director)
No director‑specific employment contract terms, severance, or change‑in‑control provisions disclosed; awards governed by the 2023 Incentive Plan (Administrator discretion on treatment) .
Performance & Track Record
- M&A outcomes: KEMET sale to Yageo (~$1.8B) and Axiall sale to Westlake—indicative of transaction experience in CFO roles .
- Stock performance during ASTI board tenure: Not disclosed in proxy.
Governance Conclusion
Thompson brings significant financial leadership and transaction expertise and plays a pivotal governance role as Nominating & Governance Chair. Compensation structure now includes multi‑year equity awards, improving alignment; however, discretionary one‑time cash fees and administratively discretionary CIC treatment merit monitoring for investor alignment. Attendance disclosure is adequate but not granular; independence across committees and an explicit trading/pledging/hedging policy support investor confidence .