Paul Warley

About Paul Warley

Paul Warley, 63, is President, CEO, and a Class B Director of Ascent Solar Technologies (ASTI). He became CFO in December 2022, was appointed CEO on May 2, 2023, and joined the Board in December 2023. His background spans corporate turnarounds, capital advisory, and senior roles at Deloitte Corporate Finance, GE Capital, Bank of America, and Bankers Trust; he holds FINRA Series 7/24/63 licenses, a B.S. in Business Administration from The Citadel, and previously served as a U.S. Army Captain . Pay-versus-performance disclosures show Company TSR of 3.8 in 2024 and 0.3 in 2023, with net losses of $(9,163,575) in 2024 and $(17,069,896) in 2023; the Company notes compensation is not directly tied to net income/loss .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Notes:

• Company states compensation is not directly tied to Net Income/Loss; no detailed metric/weighting disclosure for annual incentive .

Equity Ownership & Alignment

Employment Terms

Board Governance

• Structure and Roles:

  • Warley is a Class B Director; term expiring 2025; nominated for re-election (term to 2028) .
  • Chairman is independent (David Peterson); therefore no Lead Independent Director is appointed .
  • Board is classified into three classes; board size five; four directors are independent (Peterson, Reynolds, Berezovsky, Thompson) .

• Committees (all independent members):

  • Audit: Reynolds, Berezovsky (Chair), Thompson; Berezovsky is an audit committee financial expert .
  • Compensation: Peterson, Thompson, Reynolds (Chair); no current use of outside compensation consultants .
  • Nominating & Governance: Berezovsky, Thompson (Chair), Peterson .

• Meetings and Attendance:

  • 2024 Board meetings: 13; Audit: 4; Compensation: 1; Nominating: 1; each director attended at least 75% .

• Director Compensation:

  • As an executive officer, Warley receives no additional compensation for board service .

• Board Diversity:

  • Company currently does not have a diverse director under Nasdaq 5605(f); intends to add when resources/liquidity improve .

Compensation Structure Analysis

• Year-over-year mix shifted toward equity in 2024: Stock awards $165,550 and option awards $97,525 introduced vs. none in 2023, while salary increased (to $430,800) and a one-time bonus was paid ($85,000) .
• Lack of disclosed performance metrics/weightings; Company states compensation is not directly tied to net income/loss; one-time bonuses in 2023 and 2024 indicate discretionary elements rather than formulaic pay-for-performance .
• Equity awards are largely time-based with multi-year vesting; inducement RSUs include accelerated vesting upon CoC or qualifying termination, which is single-trigger on CoC—less shareholder-friendly than double-trigger market norms .
• Clawback policy in place (12/1/2023); no recoupments required to date .
• 2022 inducement grant issued outside a shareholder-approved plan (Nasdaq inducement exception) .

Related Party and Other Considerations

• Prior consulting provided by Warley (via Warley & Co) to BD1 Investment Holding LLC, previously a significant stockholder; relationship disclosed in biography and beneficial ownership section .
• Reverse stock split (1-for-100) effected Aug 14, 2024; many share/award figures adjusted, explaining small counts in tables .
• Insider trading controls: derivatives prohibited; no 10b5-1 plans in effect during 2024; Company states equity grant timing not coordinated around material disclosures .

Multi‑Year Compensation Summary (NEO-level, for context)

Outstanding Equity Detail (as of 12/31/2024)

Performance & Track Record Indicators

• Pay vs Performance (PEO view): Compensation Actually Paid to CEO was $618,854 in 2024 and $(370,570) in 2023; Company TSR reported as 3.8 (2024) and 0.3 (2023); Net loss was $(9,163,575) in 2024 and $(17,069,896) in 2023 .
• Company notes CAP increased alongside TSR from 2023 to 2024; compensation is not directly tied to net income or loss .

Board Governance (Dual-Role Implications)

• Warley serves as CEO and Director but is not Chairman; the Chairman is independent, reducing concentration-of-power concerns; all committees are fully independent .
• Majority-independent board with active committee oversight; attendance thresholds met; however, absence of diverse directors under Nasdaq 5605(f) is a governance gap the company intends to address .

Investment Implications

• Alignment: Ownership of 1.75% suggests some skin-in-the-game, but equity awards are largely time-based and accelerate on a single-trigger CoC, which can weaken long-term pay-performance alignment and exacerbate sale pressure in a transaction scenario .
• Incentive quality: Lack of disclosed performance metrics and presence of one-time, discretionary bonuses limits visibility on performance accountability; Company explicitly states compensation is not tied to net income/loss .
• Overhang/vesting cadence: Upcoming option and RSU vest dates (8/21/2025, 1/1/2026, 8/21/2026) create identifiable supply windows; options priced at $4.15 with 2034 expiry are a long-duration overhang .
• Governance: Independent chair and fully independent committees mitigate dual-role risks; the 2022 inducement grant outside a shareholder-approved plan and lack of board diversity are watch items for governance-sensitive investors .
• Results context: Modest TSR improvement in 2024 occurred alongside continued net losses; without explicit performance metric linkages in pay design, investors may seek clearer milestone-based incentives tied to revenue growth, margins, or TSR to underwrite multi-year execution risk .