Colin James Deller
ClearSign TechnologiesAbout Colin James Deller
Colin James Deller, Ph.D., is ClearSign Technologies’ Chief Executive Officer and a director; he joined as President in February 2019, became CEO on April 1, 2019, and was appointed to the Board on February 13, 2020. He is 57, holds a BEng in Mechanical Engineering from Portsmouth Polytechnic (UK), a doctorate in flame chemistry from the University of Portsmouth (UK), and an MBA from the University of London; his prior career includes senior combustion leadership roles at Hamworthy, Callidus, and Honeywell UOP Callidus, culminating in global P&L responsibility and market expansion in China . Under his leadership, CLIR delivered record revenue in 2024 and a 49.6% year-over-year revenue increase; TSR disclosed in the proxy pay-versus-performance table was 4.35% in 2024 versus -19.57% in 2023 and -61.16% in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hamworthy Combustion | Early career while completing Ph.D. | Not specified | Foundation in combustion engineering |
| Callidus | Project Engineering and Sales; progressed to Chief Combustion Engineer and Manager of Burner Order Execution; later oversaw entire burner business | 1996–approx. 10-year tenure | Progression to leadership across burner operations |
| Honeywell UOP Callidus | General Manager, worldwide burner business (full P&L accountability) | From 2010 until departure post Honeywell acquisition | Led international market development including leading position in China |
| Honeywell International UOP Callidus | Interim Global Operations Director (burners, flares, thermal oxidizers) | May 2018–prior to joining CLIR | Oversaw global operations across combustion portfolio |
| ClearSign Technologies Corporation | President; then Chief Executive Officer and Director | President: Feb 2019; CEO: Apr 1, 2019; Director: Feb 13, 2020 | Executive leadership; commercialization push |
External Roles
No external board or public company directorships disclosed for Dr. Deller in the company’s proxy or 10-K biographies .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 350,000 | 350,000 |
| Target Bonus (%) | Up to 60% of salary | Up to 60% of salary (modified to 80% effective Jan 1, 2025) |
Notes:
- The Compensation Committee increased the CEO’s target bonus opportunity from 60% to 80% effective January 1, 2025 .
Performance Compensation
Annual Bonus Outcomes
| Metric | 2023 | 2024 |
|---|---|---|
| Actual Bonus Paid ($) | 138,989; paid in shares Q1’24 | 86,821; paid in shares Q1’25 |
| Instrument | Common stock under equity plan | Common stock under equity plan |
Corporate Incentive Plan (CIP) Structure
| Category | Weighting | Target Definition | Actual Achievement | Payout Determination | Vesting/Instrument |
|---|---|---|---|---|---|
| Company-based goals | Not disclosed | Annual performance standards set with CEO | Not disclosed | Compensation Committee discretion | Equity grants (common stock/RSUs) |
| Employee-specific goals | Not disclosed | Annual performance standards set with CEO | Not disclosed | Compensation Committee discretion | Equity grants (common stock/RSUs) |
| Time-based goals | Not disclosed | Service/tenure milestones | Not disclosed | Compensation Committee discretion | Equity grants (common stock/RSUs) |
Option Awards and Vesting
| Grant/Status | Shares (#) | Exercise Price ($) | Vesting Schedule | Expiration |
|---|---|---|---|---|
| Inducement options (Jan 28, 2019) | 400,000 | 1.16 | 1/3 on grant; 1/3 at 1st anniversary; 1/3 at 2nd anniversary | 1/28/2029 |
| Inducement options (Jan 28, 2019) | 200,000 | 2.25 | 1/3 on grant; 1/3 at 1st anniversary; 1/3 at 2nd anniversary | 1/28/2029 |
| Option (Feb 14, 2020) | 178,161 (exercisable) | 0.94 | Fully vested as of 12/31/24 | 2/14/2030 |
| Performance option (Feb 11, 2021) | 200,000 (exercisable) | 3.37 | Vests upon performance milestones | 2/11/2031 |
| Performance option (Feb 11, 2021) | 390,000 (unearned) | 3.37 | Vests upon performance milestones; monitoring by Committee | 2/11/2031 |
Change-in-control treatment: If a successor does not assume or substitute awards under the 2021 Plan, unvested awards (including performance-based) become fully vested; the administrator determines the post-CIC exercisability window and awards terminate upon its expiration .
Equity Ownership & Alignment
| Component | Detail |
|---|---|
| Total Beneficial Ownership | 1,150,014 shares; 2.1% of outstanding (based on 52,422,532 shares) |
| Composition | 171,853 common shares + options to purchase 978,161 shares exercisable within 60 days; excludes 390,000 unvested options |
| Vested vs Unvested | Vested/exercisable: 978,161 options; Unvested/unearned: 390,000 performance options |
| Pledging/Hedging | Company policy prohibits short sales, holding in margin accounts, or pledging company securities for loans for directors/officers |
| Ownership Guidelines | No executive stock ownership guideline disclosures found; directors compensated in RSUs to align interests |
Insider selling pressure indicators:
- Bonuses were paid in stock in Q1’24 and Q1’25, and there were Form 4 timing corrections related to the 2023 one-time bonus and associated tax withholding dispositions; no pledging permitted under policy .
Employment Terms
| Term | Provision |
|---|---|
| Agreement | Employment agreement effective Jan 28, 2019; CEO since Apr 1, 2019 |
| Severance (no cause/CIC) | If terminated without cause or within 12 months of a change in control: 12 months of base salary |
| Bonus Eligibility | Annual bonus set via Standards and Goals with Compensation Committee; payable in cash and/or equity (options/stock/RSUs/PSUs) at Committee discretion |
| Benefits | Eligible for healthcare and employee benefit programs |
| Clawback | Nasdaq-compliant compensation recovery policy for erroneously received incentive comp upon certain restatements |
| Insider Trading Policy | Prohibits short sales, margin accounts, and pledging of securities |
| Other | May resign with 30 days’ notice |
Board Governance
- Role: CEO and Director; also designated as proxy holder with Corporate Secretary title in proxy materials .
- Independence: Board determined all directors except Dr. Deller and Anthony DiGiandomenico are independent (Nasdaq standards) .
- Committees: Audit, Compensation, and Governance Committees comprised of independent, non-employee directors; current lead independent director is Judith S. Schrecker .
- Meeting cadence/attendance: In 2024, Board held 13 meetings; Audit 5; Compensation 6; Governance 6; each director attended at least 75% of applicable meetings .
Performance & Track Record
Key Financials (Annual)
| Metric ($USD thousands) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenues | 374 | 2,403 | 3,596 |
| Net Loss | (5,758) | (5,194) | (5,299) |
EBITDA Trend (Annual)*
| Metric ($USD thousands) | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|
| EBITDA | (7,610)* | (6,722)* | (7,885)* | (5,956)* | (5,682)* | (6,302)* |
- Values retrieved from S&P Global.
TSR (proxy “Pay Versus Performance” disclosure):
- 2022: -61.16%; 2023: -19.57%; 2024: 4.35% .
Strategic/operational achievements:
- Record annual revenue of $3.6M in 2024 driven by process and boiler burner orders; expanded OEM channels, collaboration with Zeeco, and product innovation (hydrogen burner, M-Series, advanced flares/thermal oxidizers, ClearSign Eye enhancements) .
- 2024 revenue increase tied to higher process burner shipments (25 units vs prior year’s 8 plus witness tests); gross profit up despite project start-up costs impacting margins .
Compensation Structure Analysis
- Mix and instruments: CEO cash salary held flat at $350k; annual bonuses awarded in equity (stock) rather than cash, increasing alignment but introducing potential sell pressure upon vesting/disposition for taxes .
- At-risk pay: Performance option grants (2021) with milestone-based vesting demonstrate at-risk equity; a portion remains unearned (390,000 options), signaling contingent realizable comp tied to execution .
- Program shift: Target bonus opportunity increased to 80% of salary effective 2025, raising variable pay leverage; grants generally made in equity under CIP categories, reinforcing alignment while diluting cash certainty .
- Governance controls: Nasdaq-compliant clawback policy; independent committees oversee incentive plans; insider trading policy prohibits pledging/margin accounts, reducing misalignment risks .
Investment Implications
- Alignment: Significant option-based ownership (978k exercisable within 60 days) and equity-set bonus practice support alignment; prohibitions on pledging/margin accounts reduce red flags .
- Retention and CIC: Severance of 12 months’ salary is modest; CIC provisions accelerate vesting only if awards are not assumed, limiting windfall risk and preserving retention if a successor honors awards .
- Performance signal: 2024 delivered record revenue with improving TSR; however, persistent net losses and negative EBITDA highlight execution and scaling risk; substantial unearned performance options tie upside directly to hitting milestones .
- Governance: Dual role as CEO and director (non-independent) is common in small-cap contexts; presence of a Lead Independent Director, independent committees, and strong attendance mitigate independence concerns .
Citations embedded per section and table cells.