Chris Lundell
About Chris Lundell
Chris Lundell (age 64) is a non‑independent director of Complete Solaria, Inc. (CSLR) and served as CEO from December 2023 to April 2024; he has an M.B.A. from Brigham Young University and a career background in marketing and operations (CMO at Vivint Solar; President, Americas at NEXThink; CMO/COO at Domo; founder of CMO Grow) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Complete Solaria, Inc. | Director (non-independent) | Since Nov 2023 | None; not on Audit/Comp/Nominating committees |
| Complete Solaria, Inc. | Chief Executive Officer | Dec 2023 – Apr 2024 | Led transition; subsequent separation agreement set option vesting |
| Vivint Solar | Chief Marketing Officer | Prior role (dates not disclosed) | Marketing leadership |
| NEXThink | President of the Americas | Prior role (dates not disclosed) | Regional leadership |
| Domo | Chief Marketing Officer; Chief Operating Officer | Prior role (dates not disclosed) | Marketing/operations |
| CMO Grow | Founder | Current/prior (dates not disclosed) | Marketing consultancy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CMO Grow | Founder | Not disclosed | Private consultancy |
| Vivint Solar | CMO | Not disclosed | Solar sector marketing |
| NEXThink | President, Americas | Not disclosed | Enterprise software |
| Domo | CMO and COO | Not disclosed | Analytics/software operations |
Board Governance
- Independence: Board determined Lundell is not independent under Nasdaq standards .
- Committee assignments: None (not a member of Audit, Compensation, or Nominating & Corporate Governance) .
- Attendance: Each director (including Lundell) attended ≥75% of Board and applicable committee meetings in FY2024; Board met 11 times; Audit 5; Compensation 1; Nominating did not meet .
- Board leadership: Chair and CEO roles combined (T.J. Rodgers); risk oversight via full Board and committees .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual retainer (cash) | $0 (no cash fees disclosed) | $0 (no director compensation) |
| Committee membership fees | $0 | $0 |
| Meeting fees | $0 | $0 |
| Equity awards (grant-date fair value) | $86,034 (stock options; 12/3/2023 board grant) | $0 (no director equity awards in 2024) |
Notes:
- Non-employee director annual compensation cap in plan: $1,000,000 ($1,500,000 in first year of appointment), measured by grant-date fair value plus cash fees .
Performance Compensation
| Award | Grant Date | Number of Options | Vesting | Strike Price | Expiration | Context |
|---|---|---|---|---|---|---|
| Director option grant | 12/3/2023 | 94,452 | 100% at 1-year anniversary per grant terms | $1.14 | 12/2/2033 | Board compensation |
| Separation option package | 4/29/2024 | 350,000 | 100,000 vest immediately (5/19/2024); remaining 250,000 vest 1/60th monthly starting 6/19/2024 | $0.73 | 4/29/2034 | CEO separation agreement (May 19, 2024) |
Other Directorships & Interlocks
- Current public company directorships: None disclosed in the proxy biography .
- Committee roles at other companies: Not disclosed .
- Interlocks with competitors/suppliers/customers: Not disclosed .
Expertise & Qualifications
- Marketing and customer experience leadership across solar and software sectors; senior operations exposure at Domo .
- MBA (Brigham Young University) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 248,619 shares (less than 1% of outstanding) |
| Shares outstanding reference | 65,781,061 (Record Date Mar 31, 2025) |
| Breakdown | Includes 248,619 shares issuable under options exercisable within 60 days of Apr 30, 2025 |
| Vested vs unvested at 12/29/2024 | Exercisable: 37,500 + 56,952 + 100,000 + 29,167 = 223,619; Unexercisable: 220,833 (portion of 350,000 separation grant) |
| Option strike/expiry | $1.14 (12/3/2023 options) exp. 12/2/2033; $0.73 (4/29/2024 options) exp. 4/29/2034 |
| Pledging/hedging | Insider trading policy prohibits short sales, options trading/hedging; no pledging disclosed |
Governance Assessment
-
Strengths:
- Relevant go-to-market and operational expertise from solar and enterprise software; adds commercial depth to Board composition .
- Solid attendance (≥75%) and continuity of service since 2023 .
- Minimal cash compensation; director pay in 2024 was $0, limiting fixed cost burden .
-
Concerns/RED FLAGS:
- Not independent, with recent tenure as CEO (Dec 2023–Apr 2024); limits Board independence and may affect committee composition .
- Late Section 16(a) Form 4 filing for April 29, 2024 option award (compliance lapse) .
- Ownership alignment appears modest (beneficial ownership <1%); while option exposure is meaningful, low direct shareholding may be viewed as limited “skin in the game” .
- No committee roles (Audit/Comp/Nominating), reducing formal governance influence through key oversight committees .
-
Shareholder voting signal:
- 2024 annual meeting re-election support for Lundell: 25,909,321 votes for; 250,937 withheld; broker non-votes 11,113,574 — indicating broad shareholder support despite non-independence .
Related Party & Conflicts
- Board independence disclosure explicitly lists Lundell among non-independent directors (aligned with prior management role) .
- No related-party transactions specific to Lundell disclosed in the reviewed proxy sections; the company’s Audit Committee reviews related-party transactions .
Director Compensation Structure Analysis
| Aspect | 2023 | 2024 |
|---|---|---|
| Cash vs equity mix | All-equity (options; $86,034 grant-date value) | No compensation paid |
| Option vs RSU | Options only | N/A |
| Guaranteed vs at-risk | At-risk (service-vesting) | N/A |
| Repricing/modification | Not disclosed | Not disclosed |
Overall, Lundell’s recent executive role and non-independence are the primary governance caution flags; however, strong shareholder support and limited cash director pay partially offset investor concerns .
Equity Incentive Plan Context (for Board/Director Awards)
- 2023 Equity Incentive Plan permits director awards; non-employee director annual total comp cap is $1,000,000 (or $1,500,000 in first appointment year); vesting, strike, and expirations governed by plan terms .
Say-on-Pay & Shareholder Feedback
- 2024 annual meeting items focused on auditor ratification and share issuance approvals; director election results show high support for Lundell (see voting table above) .
Compliance Notes
- Insider trading policy prohibits hedging and speculative transactions in company securities for directors and designated insiders .
- Delinquent Section 16(a) filings noted for multiple insiders, including Lundell (late Form 4 for April 29, 2024 option grant) — governance/compliance watch item .