Tidjane Thiam
About Tidjane Thiam
Independent director since 2020; age 63. Former CEO of Credit Suisse Group AG (2015–2020) and Group CEO of Prudential plc (2009–2015); MBA INSEAD; engineering degrees from École Nationale Supérieure des Mines de Paris (1986) and École Polytechnique (1984). Currently Chair of the Compensation Committee’s membership (member, not chair) and affirmed independent by the Board under Nasdaq standards. Board attendance met at least the 75% threshold in FY2024; Board met 11 times in FY2024. He filed one late Form 4 per the company’s Section 16(a) disclosure.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Credit Suisse Group AG | Chief Executive Officer | 2015–2020 | Led global bank; CEO experience cited by CSLR for board qualifications |
| Prudential plc (London) | Group CEO; Director; Group CFO | CEO 2009–2015; Director 2008–2015; CFO 2008–2009 | Ran global insurer; finance leadership |
| 21st Century Fox | Director | 2014–2019 | Served on Nominating & Corporate Governance Committee |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Kering S.A. (Euronext Paris) | Director; Chair of Audit Committee | Not specified | Current public company directorship; audit chair role |
| Rwanda Finance Limited | Chairman | 2021 | Current chairmanship |
| African Union | Special Envoy on COVID-19 | Not specified | Public-service role |
Board Governance
| Item | Status/Detail |
|---|---|
| Independence status | Independent under Nasdaq standards (affirmatively determined by Board) |
| Committee memberships | Compensation Committee (member) |
| Committee chair roles | None at CSLR (Compensation Committee chaired by J. Daniel McCranie) |
| Other committees | Not listed on Audit or Nominating & Corporate Governance Committees |
| Board/committee attendance | Each director attended ≥75% of Board and committee meetings served in FY2024; Board met 11 times; Comp Committee met once; Nominating did not meet in FY2024 |
| Years of service on CSLR board | Director since 2020 |
| Lead Independent Director | Not disclosed |
| Executive sessions frequency | Not disclosed |
Fixed Compensation (Director)
| Year | Annual Cash Retainer | Committee/Chair Fees | Meeting Fees | Equity Grant (Grant-Date Fair Value) |
|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | $0 (no director equity issued in 2024) |
Additional policy context: Non-employee director compensation limit (cash plus equity) capped at $1,000,000 per calendar year ($1,500,000 for first-year directors) under the equity plan (a cap, not actual pay).
Performance Compensation (Director)
| Performance Metric Used for Director Pay | Applied to Thiam in 2024? | Notes |
|---|---|---|
| TSR, revenue/EBITDA, ESG, etc. | No | Company paid no director compensation or equity in 2024; no director performance metrics disclosed |
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlock/Conflict Relevance |
|---|---|---|---|
| Kering S.A. | Public | Director; Audit Committee Chair | No CSLR-related transactions disclosed |
| Rwanda Finance Limited | State-backed entity | Chairman | No CSLR-related transactions disclosed |
| African Union | Public institution | Special Envoy | Not corporate; no CSLR interlock |
| 21st Century Fox (prior) | Public (historical) | Director; Nominating & Governance member | Historical role; no current CSLR interlock |
Expertise & Qualifications
- Global CEO experience (Credit Suisse; Prudential) and capital markets/financial oversight background; current audit chair at Kering indicates audit/financial expertise.
- Education: MBA INSEAD; engineering degrees from École des Mines de Paris (1986) and École Polytechnique (1984).
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Components / Notes |
|---|---|---|---|
| Tidjane Thiam | 265,193 | <1% | 158,624 common; 12,117 warrants exercisable within 60 days; 94,452 stock options exercisable within 60 days as of 3/31–4/30/2025; no pledging disclosed |
| Insider trading policy | — | — | Prohibits short sales, options, hedging transactions by directors and others |
Governance Assessment
- Strengths: Independent director with extensive CEO and financial oversight background; currently serves as audit chair at a major public company (Kering), bringing risk and audit rigor to CSLR’s Compensation Committee. Attendance met Board standard (≥75%). Independence affirmatively determined.
- Pay and alignment: CSLR paid no director cash or equity in 2024 (cash conservation signal); Thiam nonetheless holds equity/options/warrants (<1% ownership), providing some alignment; company-wide clawback policy applies to awards.
- Conflicts/related-party: No Thiam-related related-party transactions disclosed; related-party dealings disclosed involve other directors (e.g., Pegasus Solar, SameDay Solar), not Thiam.
- RED FLAGS / Watch items:
- Late Section 16(a) filing: Company disclosed Thiam filed a late Form 4 for a sale on Dec 17, 2025 (timeliness/compliance watchpoint).
- Committee workload: Compensation Committee met only once in FY2024 despite significant compensation/equity plan activity; monitor committee cadence as business scales.
Note: CSLR is an emerging growth company and did not hold say‑on‑pay; director ownership guidelines not disclosed in the proxy.