Devin Whatley
About Devin Whatley
Devin Whatley (age 56) is an independent director of Complete Solaria, Inc. (CSLR) serving since November 2022. He is Managing Partner at Ecosystem Integrity Fund (since 2010), a sustainability-focused investment firm; prior credentials include CFA Charterholder, B.A. from UCLA, and M.B.A. from The Wharton School. He is nominated for re-election to serve until the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ecosystem Integrity Fund | Managing Partner | 2010–present | Renewable energy investing; board roles at several private companies |
Board Governance
- Independence: Board affirmed Whatley is independent under Nasdaq rules .
- Committee assignments: Member, Compensation Committee (current composition: Chair J. Daniel McCranie; members Devin Whatley, Tidjane Thiam) . In 2024, the Compensation Committee comprised Antonio R. Alvarez (Chair), Ronald Pasek, Devin Whatley (Alvarez resigned April 2025) .
- Attendance: The Board met 11 times in FY 2024; Audit met 5; Compensation met 1; Nominating did not meet. Each director attended at least 75% of aggregate Board/committee meetings for which they served .
- Leadership structure: CEO and Chair roles combined (T.J. Rodgers); Board asserts current structure provides appropriate risk oversight .
- Insider trading policy: Prohibits short sales, options, hedging, and other speculative transactions by directors; policy disclosed in the 2024 10-K exhibit .
Fixed Compensation (Director)
| Component | FY 2024 Amount |
|---|---|
| Annual cash retainer | $0 (no director cash compensation was paid) |
| Committee chair/member fees | $0 (none paid in 2024) |
| Meeting fees | $0 (none paid in 2024) |
Notes:
- Non-Employee Director Compensation Limit under the 2023 Equity Plan: $1,000,000 per year (or $1,500,000 in first year), measured by grant-date fair value plus cash retainers. This is a plan cap, not actual paid compensation .
Performance Compensation (Director)
| Component | Grant details | Vesting | FY 2024 Status |
|---|---|---|---|
| RSUs/DSUs (annual) | Not disclosed | Not disclosed | No equity awards to directors in 2024 |
| Options (director service) | Not disclosed | Not disclosed | No equity awards to directors in 2024 |
Plan-level mechanics impacting directors:
- Equity types available (ISOs/NSOs, RSUs, SARs, performance awards) and corporate transaction acceleration provisions under the 2023 Plan as amended in 2025 .
Other Directorships & Interlocks
- Public company directorships: Not disclosed for Whatley .
- Private company boards: Serves on several private renewable energy company boards (names not disclosed) .
- Interlocks/conflicts:
- Pegasus Solar: Complete Solaria paid ~$235,422 since Jan 1, 2024 for hardware/mounting systems. Ecosystem Integrity Fund (managed by Whatley) holds an equity investment in Pegasus Solar. Company states agreements were ordinary course; Whatley had no direct financial interest in CSLR-Pegasus transactions and was not involved in negotiations .
Expertise & Qualifications
- Capital allocation and clean energy investing (Managing Partner at Ecosystem Integrity Fund) .
- Credentials: CFA Charterholder; UCLA B.A.; Wharton M.B.A. .
- Governance role: Active member on Compensation Committee; board independence affirmed .
Equity Ownership
| Holder | Shares/Derivatives | Detail |
|---|---|---|
| Ecosystem Integrity Fund II, L.P. | 5,832,054 shares | General partner managed by Whatley |
| EIF CS SPV LLC | 198,346 shares | Related SPV holdings |
| Warrants (exercisable ≤60 days) | 2,369,253 shares | Exercisable within 60 days of 4/30/2025 |
| Stock options (exercisable ≤60 days) | 88,124 shares | Options in-the-money status not disclosed |
| Total beneficial ownership (Whatley) | 8,487,777 shares; 12.4% of outstanding | As of 3/31/2025; outstanding shares 65,781,061 |
Pledging/hedging:
- Hedging and short-sale transactions are prohibited by insider trading policy; pledging not specifically addressed in proxy excerpt .
Insider Trades and Section 16(a)
| Item | 2024 Status |
|---|---|
| Section 16(a) compliance (timely filings) | Company disclosed late Form 4s for several insiders (Rodgers, Thiam, Anderson, Lundell, Foley); no late filings listed for Whatley in FY 2024 |
Note: Specific Form 4 transaction details for Whatley were not provided in the proxy; no additional insider transaction data was disclosed in available documents .
Governance Assessment
-
Positives:
- Independence affirmed; large personal and affiliated ownership (12.4%) aligns incentives with shareholders .
- Active role on Compensation Committee; full Board/committee attendance threshold met (≥75%) .
- Insider trading policy prohibits hedging/shorting, supporting alignment .
-
Watch items / RED FLAGS:
- Related-party exposure via Pegasus Solar through Ecosystem Integrity Fund’s investment; although ordinary course and Whatley not involved, this is a potential perceived conflict and bears monitoring for pricing/fairness and approval protocols .
- Combined CEO/Chair structure may concentrate authority; Compensation Committee oversight (including Whatley) becomes critical to guard pay-for-performance discipline .
- Compensation Committee met only once in FY 2024, which is light given significant equity plan amendments and business changes; frequency and depth of comp oversight should be assessed .
-
Compensation structure signals:
- No director cash/equity compensation was paid in FY 2024, atypical versus market practice (company-stage context and cash conservation strategy). Future disclosure should clarify director compensation framework post-2024; plan imposes a $1,000,000 cap per director per year .
-
Shareholder voting:
- Whatley is nominated for re-election; ballot includes auditor ratification and a sizeable increase to equity plan share reserve (additional 21,555,584 shares), impacting dilution; Compensation Committee oversight of allocation is material .