Antonio Alvarez

About Antonio R. Alvarez

Antonio R. Alvarez, 69, has served on Complete Solaria’s (CSLR) Board since November 2022. He was President of Complete Solaria from the merger closing in November 2022 until March 2023 and previously served as CEO of Solaria (2020–2022). Alvarez holds B.S. and M.S. degrees in Electrical Engineering from Georgia Institute of Technology, with a career spanning executive roles at Altierre, Aptina Imaging, Advanced Analogic Technologies, Leadis Technology, and Cypress Semiconductor; he currently sits on NexGen Power Systems’ board and previously on SunEdison, SunEdison Semiconductor, ChipMOS Technology, and Validity Sensors .

Past Roles

External Roles

Board Governance

• Independence: Alvarez is not independent under Nasdaq rules; the Board affirmatively determined he is non-independent (along with Rodgers, Anderson, Lundell). Majority of the Board is independent .
• Committee assignments and changes:
  • Compensation Committee Chair (2024): Alvarez chaired the Compensation Committee with members Pasek and Whatley under Nasdaq 5605(d)(2)(B) “exceptional and limited circumstances,” permitting a non-independent member; majority of the committee was independent .
  • Compensation Committee resignation (2025): Alvarez resigned from the Compensation Committee in April 2025; current committee members are McCranie (Chair), Whatley, Thiam .
  • Audit Committee: Alvarez is not listed as an Audit Committee member; Audit Committee members are Pasek (Chair), Gishen, Maier .
  • Nominating & Corporate Governance Committee: Alvarez is not listed; members are Pasek (Chair) and Gishen .
• Attendance and engagement:
  • FY2024: Board met 11 times; Audit 5; Compensation 1; Nominating did not meet; each director attended ≥75% of meetings of the Board and applicable committees .
  • FY2023: Board met 4 times post-Business Combination; each director attended ≥75% .
• Leadership structure: CEO and Chair roles combined (Rodgers); Board states risk oversight occurs at Board and committees .
• Family relationships: None among directors/executives .

Fixed Compensation

Performance Compensation

Policy safeguards:

• Clawback: All awards subject to recoupment under exchange listing standards, Dodd-Frank, and Company clawback policy; Board may impose additional clawback terms .
• Non-Employee Director Compensation Limit: Annual cap of $1,000,000 (or $1,500,000 in first appointment year), measured by cash plus grant-date fair value of equity awards .

Other Directorships & Interlocks

• Cypress network interlocks: Alvarez’s Cypress background overlaps with multiple current directors with Cypress ties (Rodgers founded and led Cypress; Maier held senior ops roles at Cypress; McCranie served at Cypress and later on its board), suggesting a strong shared network that can be beneficial but may raise independence/perception risks .
• Additional current boards among peers: Spectra7 Chair (Pasek), Kering S.A. Audit Chair (Thiam) – independent expertise complements governance functions .

Expertise & Qualifications

• Electrical engineering expertise (B.S., M.S., Georgia Tech) with deep semiconductor and solar operating experience, including CEO roles – relevant to manufacturing, supply chain, and product operations .
• Prior public company board service (SunEdison, SunEdison Semiconductor, ChipMOS) adds governance experience .

Equity Ownership

Hedging/Pledging:

• Insider Trading Policy prohibits short sales, options in Company stock, and hedging transactions; adoption of Rule 10b5-1 plans is permitted subject to policy . The cited policy excerpt does not reference pledging restrictions .

Governance Assessment

• Positive signals:
  • Majority-independent Board; Audit Committee fully independent with an identified “financial expert” (Pasek) .
  • Clawback policy explicitly covers awards and aligns with exchange/Dodd-Frank requirements .
  • Insider trading policy bans hedging/derivatives, promoting alignment .
  • Director compensation austerity in 2024 (no pay/equity), limiting potential pay inflation .
• RED FLAGS and risks:
  • Non-independent director served as Compensation Committee Chair in 2024 (permitted under Nasdaq 5605(d)(2)(B) but only for “exceptional and limited circumstances”) – resignation occurred April 2025; committee met only once in 2024, and Nominating & Governance Committee did not meet, which may indicate limited formal oversight cadence .
  • Board/committee interlocks: multiple directors with Cypress ties (Rodgers, Maier, McCranie, Alvarez), potentially concentrating influence/network effects; monitor for related-party sensitivities and robust independent oversight .
  • Alvarez is explicitly determined not independent under Nasdaq rules, which can be sensitive when combined with compensation oversight roles .
• Additional context:
  • EGC status exempts company from say-on-pay and CEO pay ratio disclosures; investors receive fewer advisory signals on compensation .
  • Attendance: ≥75% for all directors in FY2024 and FY2023; however, limited committee meeting frequency (Compensation once; Nominating none) warrants attention to governance workload distribution .

Monitoring priorities: ensure compensation committee remains majority-independent with active meeting cadence; scrutinize any related-party transactions and consultant independence; watch equity plan usage and adherence to director comp limits; validate continued adherence to hedging prohibitions and clawback enforcement .