Adam Gishen
About Adam Gishen
Adam Gishen (age 50) is an independent director of Complete Solaria, Inc. (CSLR) serving since 2023. He previously was CEO of Freedom Acquisition I Corp. (FACT) from February 2023 until its business combination with Complete Solaria in July 2023; prior roles include senior leadership at Credit Suisse Group AG (Global Head of Investor Relations, Corporate Communications, Marketing and Branding, 2015–2020), partner at Ondra Partners, and Managing Director positions in equity capital markets at Nomura and Lehman Brothers. He holds a degree from the University of Leeds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freedom Acquisition I Corp. (FACT) | Chief Executive Officer | Feb 2023 – Jul 2023 | Led SPAC through business combination with Complete Solaria . |
| Credit Suisse Group AG | Global Head of Investor Relations; Corporate Communications; Marketing & Branding | 2015 – 2020 | Oversaw IR and corporate messaging; senior leadership experience in a global bank . |
| Ondra Partners | Partner | Not disclosed | Financial advisory partner role . |
| Nomura | Managing Director, Equity Capital Markets | Not disclosed | ECM execution and capital markets expertise . |
| Lehman Brothers | Managing Director, Equity Capital Markets | Not disclosed | ECM execution and capital markets expertise . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed in proxy . |
Board Governance
- Independence: The board affirmatively determined Gishen is independent under Nasdaq rules .
- Committees: Audit Committee member; Nominating & Corporate Governance Committee member; not a chair .
- Attendance and engagement: Board met 11 times in FY2024; Audit Committee met 5 times; Nominating & Corporate Governance Committee did not meet; each director attended at least 75% of Board and committee meetings applicable to them in FY2024 .
- Board context: Combined Chair/CEO structure (T.J. Rodgers); board oversees risk including financial and cybersecurity risk through the Audit Committee .
Fixed Compensation (Director – FY2024)
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $0 | Company disclosed no director compensation paid in 2024 . |
| Committee membership fees | $0 | Not paid in 2024 . |
| Committee chair fees | N/A | Gishen is not a chair . |
| Meeting fees | $0 | Not paid in 2024 . |
Performance Compensation (Director – FY2024)
| Award Type | Grant details | Performance metrics | Vesting |
|---|---|---|---|
| None disclosed for directors in 2024 | Company did not issue equity awards to directors in 2024 . | Not applicable | Not applicable |
Non-employee director compensation limit in plan: up to $1,000,000 per calendar year ($1,500,000 for first-year directors) inclusive of equity grant-date fair values .
Other Directorships & Interlocks
| Connection | Parties | Nature | Governance Consideration |
|---|---|---|---|
| Prior Credit Suisse affiliation | Adam Gishen; Tidjane Thiam | Both served at Credit Suisse during overlapping years (Thiam as CEO 2015–2020; Gishen in senior roles 2015–2020) . | Network interlock may aid information flow; independence reaffirmed by board . |
| Prior FACT affiliation | Adam Gishen; Tidjane Thiam | Gishen served as FACT CEO pre-merger; Thiam was Executive Chairman of FACT . | Historical alignment; board still determined independence . |
Expertise & Qualifications
- Capital markets and investor relations leadership from Credit Suisse; extensive ECM experience at Nomura and Lehman Brothers .
- Governance/committee work: Active on Audit and Nominating & Corporate Governance committees .
- Education: University of Leeds .
- SPAC execution experience (FACT CEO into business combination) .
Equity Ownership
| Holder | Common Shares | Warrants (exercisable ≤60 days) | Options (exercisable ≤60 days) | % of Outstanding |
|---|---|---|---|---|
| Adam Gishen | 167,742 | 1,211 | 99,515 | <1% (asterisk per table) . |
- Insider trading policy prohibits short sales, transactions in put/call options, hedging, and other speculative transactions in company securities .
- Pledging: No pledging disclosures observed in the proxy for Gishen .
Insider Trades and Section 16 Compliance
| Item | Status | Notes |
|---|---|---|
| Delinquent Form 4 filings (FY2024 list) | None reported for Gishen | Proxy lists late filings for certain insiders; Gishen not among them . |
Related Party Transactions (Conflict Screening)
- No related-party transactions disclosed involving Gishen personally. Disclosed relationships involve other directors (e.g., Pegasus Solar via Ecosystem Integrity Fund; SameDay Solar via William Anderson) and were reviewed under related-person policy .
- Audit Committee responsibilities include reviewing related-party transactions; Gishen is a member .
Governance Assessment
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Strengths:
- Independent director with deep capital markets/IRO experience; sits on Audit and Nominating committees, aligning skills with oversight needs .
- Beneficial ownership with exercisable options and warrants supports some alignment, albeit <1% stake .
- Section 16 compliance clean (no late filings reported) and strong insider-trading policy (hedging/derivatives prohibited) .
-
Watchpoints / RED FLAGS:
- NomGov Committee did not meet in FY2024, which may signal limited formal governance cadence; continued monitoring of 2025 activity advisable .
- Audit Committee oversight amid auditor change (Deloitte to BDO) and disclosed material weaknesses in internal controls, plus prior going-concern emphasis in 2024 audit—raises importance of sustained remediation and audit committee engagement .
- Prior interlocks with Tidjane Thiam (Credit Suisse and FACT) may create perception of network influence; board has reaffirmed independence, but investors may scrutinize decisions involving former affiliations .
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Board context signals:
- Combined Chair/CEO structure places premium on robust independent committee activity (including Audit and NomGov where Gishen serves) to counterbalance management control .
- Equity plan amendment and significant overhang reflect reliance on equity incentives for workforce retention post SunPower acquisition; director limit in plan exists, but investors should monitor director grant practices in 2025+ for alignment consistency .