T.J. Rodgers
About T.J. Rodgers
Thurman J. (T.J.) Rodgers, 77, is Chief Executive Officer (since April 2024), Executive Chairman (since June 2023), and director (since November 2022) of Complete Solaria. He founded Cypress Semiconductor and served as CEO from 1982 to 2016; he currently serves on boards of Enovix and Enphase Energy and previously was a Dartmouth trustee (2004–2012). Rodgers earned a BA from Dartmouth (Salutatorian; Physics and Chemistry) and an MS/PhD in Electrical Engineering from Stanford (Hertz fellow) . Performance context: Complete Solaria’s FY2024 revenue rose to ~$108.7M from ~$87.6M in FY2023 and net loss from continuing operations improved to ~$54.4M from ~$96.2M, reflecting the SunPower asset acquisition impact in 4Q24 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cypress Semiconductor | Founder and CEO | 1982–2016 | Built a leading semiconductor franchise; public-company CEO experience and deep ops discipline |
| Dartmouth College | Trustee | 2004–2012 | Governance at an academic institution; network and oversight experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Enovix | Director | Not disclosed | Energy storage/technology oversight; sector adjacency to CSLR |
| Enphase Energy | Director | Not disclosed | Solar/storage technology leadership; industry insights |
Fixed Compensation
Rodgers received no cash compensation as CEO in 2024, and he is not party to an employment agreement.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| CEO Base Salary ($) | — | — |
| Target Bonus (%) | — | — |
| Actual Bonus ($) | — | — |
Notes:
- “—” indicates not paid; Rodgers had no separate CEO compensation in 2024 and no employment agreement .
Performance Compensation
Rodgers’ equity awards consist of options granted in December 2023 that vested on the one-year anniversary; he also received director option compensation in 2023.
| Type | Grant Date | Shares | Strike | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock Options | 12/3/2023 | 37,500 | $1.14 | 100% at 1-year anniversary | 12/2/2033 |
| Stock Options | 12/3/2023 | 79,101 | $1.14 | 100% at 1-year anniversary | 12/2/2033 |
| Director Option Award (Grant-date fair value) | 12/3/2023 | — | — | 100% at 1-year anniversary | —; $132,925 value |
Policy considerations:
- Insider Trading Policy prohibits short sales, options, hedging, and speculative transactions; pledging not explicitly addressed .
- No disclosed CEO performance metric plan (e.g., TSR/EBITDA targets) in the proxy CD&A; executive equity is broadly used company-wide via the 2023 Plan .
Equity Ownership & Alignment
As of April 30, 2025, Rodgers beneficially owned ~16.3% of CSLR; holdings include common shares, options, and warrants. He and affiliated trusts also hold convertible notes and SAFE-related issuable shares (not counted in beneficial ownership unless convertible within 60 days).
| Category | Amount |
|---|---|
| Beneficial Ownership (# shares) | 10,891,582 |
| % of Shares Outstanding | 16.3% (based on 65,781,061 shares) |
| Common Shares Held (Personal/Entities) | 485,562 (Rodgers Capital), 8,842 (Rodgers), 7,701,602 (Rodgers Massey Revocable Living Trust), 1,838,235 (Rodgers Massey Freedom & Free Markets Charitable Trust) |
| Options Exercisable within 60 days | 132,925 |
| Warrants Exercisable within 60 days | 724,416 |
| Potential Shares under July 2024 Notes | 10,714,285 (held by Rodgers Massey Revocable Living Trust) |
| Potential Shares under Sept 2024 Notes | 3,742,690 (aggregate for Rodgers trusts) |
| SAFE Amendment Shares Issuable | 13,888,889 (First & Second SAFE) |
Policies and alignment:
- Hedging prohibited; pledging not disclosed .
- Stock ownership guidelines not disclosed; non-employee director annual compensation is capped by plan at total value $1.0M/$1.5M (first-year) .
Employment Terms
| Item | Disclosure |
|---|---|
| Employment Agreement | Rodgers is not party to any CEO employment agreement . |
| Severance | None disclosed for Rodgers (no agreement); standard NEO constructs do not apply to him . |
| Change-of-Control | None disclosed for Rodgers; NEO template provides 12 months salary, pro-rata bonus, option exercise window, and 50% acceleration (time-based) on double trigger, but Rodgers has no contract . |
| Clawbacks / Gross-ups | Clawback not specifically disclosed; tax gross-ups not disclosed . |
| Insider Policy | Hedging and speculative transactions prohibited . |
Board Governance
Rodgers is Executive Chairman and CEO; board roles are combined. The board deems a majority of directors independent; committee structures are standard.
- Leadership: Chairman and CEO combined (Rodgers); board determined this structure appropriate; risk oversight via board and committees .
- Independence: Non-independent directors include Rodgers, Alvarez, Anderson, Lundell; independent directors include Gishen, Maier, Pasek, McCranie, Thiam, Whatley, Haenggi (nominee) .
- Committees:
- Audit: Pasek (Chair), Gishen, Maier; Pasek is “audit committee financial expert” .
- Compensation: McCranie (Chair), Whatley, Thiam; Alvarez previously served under Nasdaq limited exception; resigned April 2025 .
- Nominating & Governance: Pasek (Chair), Gishen .
- Board activity: 11 meetings in FY2024; each director attended ≥75% of meetings/assigned committees .
- Executive sessions / Lead Independent Director: Not disclosed .
Director Compensation
- 2024: No compensation paid or equity awards issued to directors .
- 2023: Director option awards (fully vesting at one year) including Rodgers ($132,925) and other directors .
Other Directorships & Interlocks
- Current public company boards: Enovix; Enphase Energy .
- Prior boards: Dartmouth trustee .
- No disclosed director committee roles at those companies in CSLR filings; potential information flow benefits from energy/storage exposure .
Compensation Structure Analysis
- Mix shift: For Rodgers, 2024 CEO role had no cash compensation; equity alignment via options and significant personal/family holdings .
- Equity over cash: Company emphasizes broad-based equity via the 2023 Plan; proposed increase of 21.56M shares to support post-SunPower integration and retention of transitioned workforce .
- Governance controls: Compensation Committee uses standard charter; had limited exception for a non-independent member given company needs (Alvarez), later resigned .
Related Party Transactions & Red Flags
- SAFEs/Notes: Rodgers’ First/Second SAFEs and convertible notes are prominent financing links; 13.89M Amendment Shares issuable; significant potential dilution .
- Late Section 16 filings: Rodgers and other insiders had late Form 4s, including events tied to SAFEs and notes; company disclosed delinquencies .
- Internal controls/governance risk: Material weaknesses and going concern risk disclosed in 10-K .
- Combined Chair/CEO: Concentration of leadership may raise independence concerns; board maintains committee oversight .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($) | ~$87.6M | ~$108.7M |
| Net Loss from Continuing Operations ($) | ~$(96.2)M | ~$(54.4)M |
Operational highlights:
- SunPower asset acquisition closed September 30, 2024; drove 4Q24 consolidated revenue of ~$88.6M and FY2024 revenue increase; net loss narrowed .
- Strategy emphasizes partner-enabled installation capacity, national accounts, and technology platform (Albatross) for order-to-management .
Board Service History and Dual-Role Implications
- Service history: Director since Nov 2022; Executive Chairman since Jun 2023; CEO since Apr 2024 .
- Committees: Rodgers is not seated on audit/comp/nom-gov committees (non-independent) .
- Dual-role implications: Combined Chair/CEO may reduce structural independence; board asserts oversight via committees and regular reporting by executives . No Lead Independent Director disclosed .
Investment Implications
- Alignment: Rodgers’ large beneficial stake and additional potential shares via SAFEs/convertible notes align incentives with equity value creation; hedging prohibited; pledging not disclosed .
- Retention & dilution: Company’s Amended 2023 Plan (+21.56M shares) targets retention of >1,000 transitioned employees; fully diluted overhang ~15.16%, indicating meaningful dilution risk; Rodgers-linked issuances further amplify potential dilution .
- Governance risk: Late insider filings, material weaknesses, going concern language, and combined Chair/CEO structure are notable governance flags; board independence majority and committee oversight partially mitigate .
- Execution: FY2024 revenue growth and reduced losses reflect early integration benefits and scale, but profitability and cash generation remain critical; capital structure (convertible notes, forward purchase agreements) adds financing risk and possible share issuance pressure .