Lothar Maier
About Lothar Maier
Lothar Maier, age 70, is an independent director of Complete Solaria, Inc. (CSLR) who joined the Board in November 2024. He serves on the Audit Committee and brings multi-decade operating leadership from the semiconductor industry; he holds a B.S. in chemical engineering from UC Berkeley .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Linear Technology Corporation | Chief Executive Officer | Jan 2005 – Mar 2017 | Led a high-performance analog IC business; public-company CEO experience |
| Linear Technology Corporation | Chief Operating Officer | Apr 1999 – Dec 2004 | Scaled operations; supply chain and manufacturing oversight |
| Cypress Semiconductor Corporation | Senior VP / EVP, Worldwide Operations; other management roles | Jul 1983 – Mar 1999 | Global operations leadership; semiconductor manufacturing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FormFactor, Inc. | Director | Nov 2006 – May 2024 | Board service at semiconductor test equipment company |
Board Governance
- Committee assignments: Audit Committee member (chair: Ronald Pasek; other members: Adam Gishen, Lothar Maier) .
- Independence: The Board determined Maier is independent under Nasdaq standards .
- Attendance: In FY2024, the Board met 11 times; the Audit Committee met 5 times; each director attended at least 75% of meetings for the periods served .
- Tenure on CSLR Board: Since November 2024 .
- Board leadership: CEO also serves as Chair (combined roles) .
Fixed Compensation
| Year | Annual Board Cash Retainer | Committee Membership Fees | Committee Chair Fees | Meeting Fees | Equity Grants (RSUs/Options) |
|---|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | $0 | $0 |
Non-Employee Director Compensation Limit: Aggregate director compensation capped at $1,000,000 per calendar year ($1,500,000 for first-year directors), calculated using grant-date fair value for equity awards .
Performance Compensation
- None disclosed for directors (no performance-based RSUs/PSUs, options, or metrics tied to director compensation in 2024) .
Other Directorships & Interlocks
- Semiconductor network interlocks on CSLR’s board:
- T.J. Rodgers (founder of Cypress Semiconductor; current CEO/Chair of CSLR) .
- J. Daniel McCranie (former EVP Sales & Marketing at Cypress; held multiple semiconductor board roles) .
- Antonio Alvarez (held executive roles at Cypress; other semiconductor companies) .
- Lothar Maier (former Cypress executive; former Linear Technology CEO; former FormFactor director) .
- Implication: Significant shared history in Cypress/semiconductor ecosystem may enhance operating oversight but warrants monitoring for insularity and potential related-party bias (no specific related-party transactions disclosed for Maier; Audit Committee is responsible for reviewing related-party transactions) .
Expertise & Qualifications
- Operational leadership in semiconductor manufacturing and supply chain with CEO/COO experience (Linear Technology); deep analog IC industry expertise .
- Audit Committee experience at CSLR; independent oversight role .
- Technical education: B.S. Chemical Engineering (UC Berkeley) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Lothar Maier | 0 | <1% |
As of April 30, 2025, no shares or derivative securities were reported for Maier in the beneficial ownership table . Insider trading policy prohibits short sales, options/puts/calls, and hedging transactions for directors .
Governance Assessment
- Strengths:
- Independent director with extensive operational and public-company board experience; serves on the Audit Committee, which oversees financial reporting, risk, and related-party reviews .
- Board disclosure indicates directors met attendance thresholds (≥75%) .
- Concerns / RED FLAGS:
- Combined CEO/Chair structure (Rodgers) concentrates power—best practices often prefer independent chair or robust lead director; CSLR has a combined role .
- Material weaknesses in internal control (insufficient accounting personnel, inventory controls at third parties, lack of formal risk assessment). Deloitte’s prior audit included a going-concern explanatory paragraph; CSLR switched auditors from Deloitte to BDO on Aug 1, 2024. Audit Committee oversight (including Maier) is central to remediation and investor confidence .
- Director equity ownership alignment: Maier reported zero shares as of the record date, which may signal limited “skin in the game” unless equity grants commence in subsequent periods; CSLR imposes an annual cap but does not disclose director stock ownership guidelines in the proxy .
- Late Section 16 filings were noted for several insiders (Rodgers, Thiam, Anderson, Lundell, Foley), though none attributed to Maier, indicating broader compliance process issues needing Audit Committee oversight .
- Significant potential dilution from equity plan amendment (additional 21,555,584 shares; total potential plan overhang 32,702,618; fully diluted overhang ~15.16%), which may affect shareholder alignment; oversight of compensation/equity usage remains critical .
Attendance note: Maier joined in Nov 2024; Board reports all directors met attendance thresholds for the portion served .
Insider compliance: No delinquent Section 16(a) reports listed for Maier; company-wide late filings increase compliance risk .
Implications for investors
- Audit Committee role is pivotal as CSLR remediates material weaknesses and digests major acquisitions (e.g., SunPower assets)—Maier’s experience should support process rigor, but investors should track remediation milestones and auditor communications .
- Board composition heavy with Cypress/semiconductor veterans improves operational expertise yet increases risk of groupthink; monitor independence in related-party oversight and capital allocation decisions .
- Equity alignment: With no reported holdings for Maier at record date, monitor future director equity grants and adoption of ownership guidelines to strengthen alignment .