Ronald Pasek
About Ronald Pasek
Ronald Pasek, 64, is an independent director of Complete Solaria, Inc. (CSLR) since February 2023. He chairs the Audit Committee (designated the board’s “audit committee financial expert”) and the Nominating & Corporate Governance Committee, bringing CFO-level financial oversight from NetApp (2016–2020) and Altera (2009–2015). He holds a B.S. (San Jose State University) and an M.B.A. (Santa Clara University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NetApp | Chief Financial Officer | 2016–2020 | Public company CFO with large-cap reporting and capital markets experience |
| Altera (acquired by Intel Dec 2015) | SVP Finance & CFO | 2009–2015 | Guided finance through sale; deep semiconductor ops/controls experience |
| Sun Microsystems | Various finance roles (incl. VP, Corporate Treasurer; VP worldwide field finance, manufacturing, U.S. field finance) | Not specified | Treasury, operational finance leadership at scale tech platform |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Spectra7 Microsystems Inc. (Canada) | Chairman of the Board | 2015–present | Public company chair; connectivity semiconductor exposure |
Board Governance
- Independence: Board determined Pasek is independent under Nasdaq standards .
- Committee assignments and chair roles:
- Audit Committee: Chair; designated “audit committee financial expert”; members: Pasek (Chair), Adam Gishen, Lothar Maier .
- Nominating & Corporate Governance Committee: Chair; members: Pasek (Chair), Adam Gishen .
- Compensation Committee: Members are McCranie (Chair), Whatley, Thiam (Pasek is not a member) .
- Attendance: Board met 11x in FY 2024; Audit 5x; Compensation 1x; Nominating & Corporate Governance 0x; each director attended ≥75% of meetings of the Board and committees on which they served .
- Risk oversight: Audit Committee oversees financial reporting and related-party transaction review; also oversees cybersecurity risk processes .
- Auditor change and ICFR: Audit Committee (chaired by Pasek) dismissed Deloitte on Aug 1, 2024 and engaged BDO; company disclosed material weaknesses in internal control over financial reporting as of FY 2024 (staffing/segregation, inventory controls, risk assessment) .
- Board leadership structure: CEO and Chair roles combined (T.J. Rodgers) .
| Committee | Role | Independence | Notable Points |
|---|---|---|---|
| Audit | Chair (Pasek) | All members independent; Pasek is audit committee financial expert | Oversees auditor, ICFR, related-party reviews, financial risk |
| Nominating & Corporate Governance | Chair (Pasek) | Independent | Director nominations, board evaluations, governance guidelines; no meetings held in FY 2024 |
| Compensation | Not a member | Independent members | Exec and director pay oversight; separate committee |
Fixed Compensation
| Component | FY 2024 Disclosure | Notes |
|---|---|---|
| Annual retainer (cash) | No director compensation paid in 2024 | Company stated it did not pay any director compensation in 2024 |
| Committee chair fees | No director compensation paid in 2024 | — |
| Meeting fees | No director compensation paid in 2024 | — |
| Equity grants (annual) | No director equity awards issued in 2024 | — |
| Policy cap for non-employee director compensation | $1,000,000 per calendar year; $1,500,000 if first appointed/elected that year (value based on grant-date fair value) | Policy limit; not amounts paid |
Performance Compensation
| Metric/Instrument | Details | Source |
|---|---|---|
| Equity awards outstanding | 113,437 shares issuable pursuant to stock options exercisable within 60 days of April 30, 2025 | Beneficial ownership reflects exercisable options |
| Performance metrics tied to director pay | None disclosed for non-employee directors for FY 2024 | Company disclosed no director pay or equity in 2024 |
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Notes |
|---|---|---|
| Spectra7 Microsystems Inc. | Chairman of the Board | Semiconductor connectivity exposure; independent from CSLR operations |
Expertise & Qualifications
- Audit/finance: Former public company CFO at NetApp; former CFO at Altera; designated audit committee financial expert at CSLR .
- Operating and treasury experience: Broad finance leadership at Sun Microsystems across treasury, manufacturing, and field finance .
- Governance: Chairs both Audit and Nominating & Corporate Governance Committees .
- Education: B.S. (San Jose State University), M.B.A. (Santa Clara University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common | Breakdown/Notes |
|---|---|---|---|
| Ronald Pasek | 113,437 | <1% | Includes 113,437 shares issuable pursuant to stock options exercisable within 60 days of April 30, 2025 |
| Insider trading/hedging policy | Prohibits short sales, puts/calls, hedging transactions on company securities | Applies to directors; aligns with shareholder-friendly practices |
Governance Assessment
- Positives
- Independent director with deep public-company CFO experience; designated audit committee financial expert and chairs Audit, positioning him to influence remediation of ICFR weaknesses and auditor oversight .
- Chairs Nominating & Corporate Governance, central to board composition and governance framework refresh during a period of significant corporate change .
- Attendance threshold met (≥75% for all directors); Audit Committee met 5 times in FY 2024 (elevated engagement relative to other committees) .
- No Section 16(a) delinquency noted for Mr. Pasek in FY 2024; insider trading policy prohibits hedging/shorting .
- Risks/Watch items
- Auditor change and disclosed material weaknesses in internal control over financial reporting in FY 2024 increase the Audit Committee’s workload and scrutiny; successful remediation is a key investor-confidence milestone under Pasek’s chairmanship .
- The Nominating & Corporate Governance Committee did not meet in FY 2024 despite board and business transitions, which may raise questions on governance cadence and board refresh processes. Bold signal: NCG Committee held zero meetings in FY 2024 .
- Combined CEO/Chair structure persists; while permissible, some investors prefer separation or a strong lead independent director (not disclosed here) to enhance oversight .
- Director compensation: Company paid no director cash or equity in 2024; while conserving cash, absence of standardized director compensation could affect market-competitive recruitment/retention and alignment if sustained .
Overall, Pasek’s credentials and dual-chair roles (Audit; Nominating & Corporate Governance) are strengths for board effectiveness; execution risk centers on timely ICFR remediation and strengthening governance routines (e.g., NCG meeting cadence) to bolster investor confidence .