Daniel McCranie

About J. Daniel McCranie

J. Daniel McCranie, 81, is an independent director of Complete Solaria, Inc. (CSLR) since January 2025. He is a veteran semiconductor executive and director, having served as CEO of SEEQ Technology and Virage Logic, EVP of Sales & Marketing at Cypress Semiconductor, and on public boards including Cypress Semiconductor, ON Semiconductor, Mentor Graphics, and Enovix. He holds a B.S. in Electrical Engineering from Virginia Polytechnic Institute; he currently chairs CSLR’s Compensation Committee, bringing deep industry and governance experience to board oversight .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmatively determined McCranie is independent under Nasdaq standards .
• Committee assignments: Compensation Committee chair; members Devin Whatley and Tidjane Thiam (Alvarez resigned Apr 2025; prior exception-based service as non-independent) .
• Meeting cadence and attendance: In FY 2024, Board met 11x; Audit 5x; Compensation 1x; Nominating 0x. Each director (serving in 2024) attended ≥75% of meetings of the Board and relevant committees (McCranie joined Jan 2025) .
• Leadership structure: CEO and Chair roles combined (T.J. Rodgers) with committee oversight and non-executive director reporting cadence .
• Director compensation limit: Non-employee director total annual compensation limited to $1,000,000 ($1,500,000 if first appointed/elected mid-year), measured by grant-date fair value plus cash fees .
• Insider trading policy: Prohibits short sales, puts/calls, hedging, and speculative transactions; applies to directors, officers, and designated employees/consultants .

Fixed Compensation (Directors)

Performance Compensation (Directors)

Other Directorships & Interlocks

• Network ties: McCranie’s Cypress background interlocks historically with CEO/Chair T.J. Rodgers (Cypress founder/CEO), potentially facilitating information flow and industry context on operations and compensation practices .
• Current public board roles: None disclosed as current; prior tenures listed above .

Expertise & Qualifications

• Education: B.S., Electrical Engineering, Virginia Polytechnic Institute .
• Technical/industry expertise: Decades in semiconductors (sales/marketing leadership, CEO roles, board governance) and technology; relevant for growth- and incentive-design oversight .
• Governance qualifications: Chairs Compensation Committee; Board determined independence; familiar with compensation plan design, equity programs, and risk oversight within committee mandates .

Equity Ownership

Governance Assessment

• Strengths:

  • Independent Compensation Committee now fully independent, chaired by McCranie; explicit responsibilities include executive/director pay, plan administration, and consultant conflict review .
  • Formal clawback policy commitment and a capped non-employee director compensation limit support pay discipline .
  • Director independence affirmed; no 2024 director pay suggests restraint during transition year; Board and committee meeting cadence disclosed .

• Potential conflicts and RED FLAGS:

  • Convertible notes held by the Dan and Kathy McCranie 2000 Revocable Trust (350,877 shares upon conversion) create a creditor exposure for a sitting Compensation Chair; while independence is affirmed, investors should monitor related-party implications and vote-sensitive items tied to conversion mechanics .
  • Prior inclusion of a non-independent director (Antonio Alvarez) on the Compensation Committee under Nasdaq’s limited circumstances exception until April 2025 raises historical governance quality questions; the committee is now independent .
  • EGC status exempts CSLR from say‑on‑pay, reducing direct shareholder feedback mechanisms on compensation; engagement and disclosure quality become more critical as incentives expand to a broader employee base post-SunPower acquisition .

• Independence, attendance, and engagement signals:

  • McCranie is independent; Board disclosed ≥75% attendance for 2024 directors and robust meeting cadence, though his service began in 2025; continued disclosure on 2025 attendance will be informative .

• Compensation and ownership alignment:

  • No director compensation or equity issued in 2024; future disclosure of cash/equity mix for non-employee directors (including equity holding expectations or ownership guidelines) would strengthen alignment transparency. Current plan limits and clawbacks are positive structural controls .

• Related-party transactions oversight:

  • The company maintains a formal related-person transaction policy with Audit Committee review; recent transactions include investor financings and vendor relationships, underscoring the need for rigorous oversight as the capital structure evolves .

Overall, McCranie brings seasoned semiconductor governance and compensation oversight, but his trust’s convertible note position is a notable related-party exposure for a Compensation Chair. Investors should monitor committee decisions around executive/director equity programs and any board actions affecting convertible instruments and dilution, alongside continued independence and attendance disclosures .