Thurman John Rodgers
Enphase EnergyAbout Thurman John Rodgers
Thurman John Rodgers (age 77) is an independent director of Enphase Energy, appointed in January 2017. He currently serves as CEO of Complete Solaria, Inc. (since April 2024), and previously founded Cypress Semiconductor Corporation, where he served as President and CEO until April 2017. He holds a B.S. in physics and chemistry from Dartmouth College, and an M.S. and Ph.D. in electrical engineering from Stanford University, where he invented and patented VMOS technology. At Enphase, Rodgers is Chair of the Compensation Committee and a member of the Nominating and Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cypress Semiconductor Corporation | Founder; President & CEO | 1982 – Apr 2017 | 35 years as public-company CEO; technology and operations leadership. |
| Rodgers Silicon Valley Acquisition Corp (SPAC) | Chairman & CEO | Sep 2020 – Jul 2021 | Led SPAC that merged with Enovix Corporation; continues as Enovix board chair. |
| FTC Solar, Inc. | Director | Jan 2017 – Jan 2023 | Solar tracker industry experience; governance oversight. |
| SunPower Corporation | Director | May 2002 – May 2011 | Energy sector board experience. |
| Dartmouth College | Trustee | Jun 2004 – Dec 2012 | Institutional governance; higher-education oversight. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Enovix Corporation | Chairman of the Board | Since Sep 2020 | Post-SPAC combination; battery technology. |
| Complete Solaria, Inc. | CEO; Director | CEO since Apr 2024; Director since Nov 2022 | Residential solar firm; potential commercial ties to Enphase (see related-party section). |
Board Governance
- Independence: The Board determined Rodgers is independent under Nasdaq listing standards. Non-employee directors meet regularly in executive session.
- Committee assignments: Compensation Committee (Chair) and Nominating & Corporate Governance Committee (member).
- Meeting cadence and attendance: The Board met four times in 2024; each director attended at least 75% of Board and relevant committee meetings. All directors attended the 2024 Annual Meeting.
- Committee activity: Compensation Committee met four times; Nominating & Corporate Governance Committee met four times.
- Board leadership: Independent Chair of the Board (Steven J. Gomo) serves as lead independent director; separate chair/CEO structure.
- Investor outreach: Enphase contacted top 30 shareholders (≈51% of shares); engaged holders representing ≈14% of shares; feedback shared with Compensation and Nominating committees and full Board.
| Governance Item | Status |
|---|---|
| Independence | Independent director. |
| Committees | Compensation (Chair); Nominating & Corporate Governance (Member). |
| Board Meetings (2024) | 4 meetings; ≥75% attendance for all directors. |
| Comp Committee Meetings (2024) | 4 meetings. |
| Nom/Gov Committee Meetings (2024) | 4 meetings. |
| Executive Sessions | Regular sessions of non-employee directors. |
| Board Chair | Independent Chair (S. Gomo). |
Fixed Compensation
| Component | Policy / Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Paid quarterly. |
| Compensation Committee Chair retainer | $20,000 | Paid quarterly. |
| Nominating & Corporate Governance Committee member retainer | $5,000 | Paid quarterly. |
| Strategic Committee member retainer | $10,000 | Paid quarterly. |
| 2024 Fees Earned (Rodgers) | $85,000 | Reflects $50k Board + $20k Comp Chair + $5k Nom/Gov member + $10k Strategic. |
Performance Compensation
Directors receive time-based RSUs (not performance-based) that vest quarterly over 12 months.
| Equity Component | Policy / Amount | Vesting |
|---|---|---|
| Annual RSU grant for non-employee directors | $250,000 grant-date value | Quarterly vesting over 12 months. |
| Additional RSU for Board Chair/Lead Independent Director | $20,000 grant-date value | Quarterly vesting over 12 months (not applicable to Rodgers). |
| 2024 Stock Awards (Rodgers) | $249,993 | Grant-date fair value per ASC 718. |
| Outstanding unvested RSUs (12/31/2024) | 1,083 shares | Director equity awards outstanding for Rodgers; no options outstanding. |
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict |
|---|---|---|
| Complete Solaria, Inc. | Rodgers is CEO; Enphase has ordinary-course agreements and received ≈$340,000 in payments since Jan 1, 2024 | Related-party exposure; Rodgers not involved in negotiations; no direct financial interest in specific transactions. |
| Rodgers Silicon Valley Acquisition Corp | SPAC led by Rodgers; completed business combination with Enovix (Rodgers now Chair) | Network tie: Enphase director Joseph Malchow also served on Rodgers’ SPAC board in 2020–2021. |
Expertise & Qualifications
- 35 years as a public-company CEO (Cypress), with deep semiconductor/energy technology expertise and strategic leadership.
- Founder/innovator; inventor of VMOS technology; advanced technical credentials (Stanford Ph.D.).
- Extensive solar value-chain board experience (SunPower, FTC Solar) and capital markets/SPAC leadership (Rodgers Silicon Valley Acquisition Corp).
Equity Ownership
| Holder | Shares | % of Outstanding | Notes |
|---|---|---|---|
| Thurman John Rodgers (beneficial ownership) | 1,976,244 | 1.5% | Includes trust holdings: 1,881,760 shares in Rodgers Massey Revocable Living Trust; 4,100 shares in Rodgers 2012 Irrevocable Trust; 4,100 shares in Valeta Massey 2012 Irrevocable Trust; 85,200 shares in Rodgers Family and Free Markets Charitable Trust; plus 542 shares issuable upon RSU vesting within 60 days of 3/20/2025; 542 shares held directly. |
| Director Stock Ownership Guideline | 5x annual cash retainer ($250,000) | All non-employee directors met their guideline as of 12/31/2024. | |
| Pledging/Hedging Policy | Hedging/pledging generally prohibited; exceptions granted case-by-case | Rodgers has ongoing permission to use Enphase securities to secure margin account(s) (RED FLAG). |
Governance Assessment
- Board effectiveness and independence: Rodgers is independent, chairs the Compensation Committee, and participates actively in governance and refreshment through Nominating & Corporate Governance. The Board operates with an independent chair, regular executive sessions, and robust committee activity.
- Compensation oversight: As Comp Committee Chair, Rodgers oversees pay-for-performance structures (e.g., 67% PSUs for NEOs, three-year TSR awards), independent consultant engagement (Compensia), and clawback policies—aligned with investor expectations.
- Ownership alignment: Significant personal stake (≈1.5% of shares) and compliance with director ownership guidelines signal alignment; continued RSU awards support ongoing skin-in-the-game.
- Investor feedback signals: 2024 say-on-pay support at ≈74.7% suggests moderate shareholder support, with Enphase engaging investors and incorporating feedback into program design.
- Conflicts/related-party risk: Rodgers’ dual role as Complete Solaria CEO and Enphase’s commercial relationship (≈$340k payments) is disclosed as ordinary-course with no negotiation involvement by Rodgers, but warrants monitoring for potential conflicts. (RED FLAG – related-party exposure).
- Pledging risk: Exception allowing Rodgers to use Enphase stock in margin accounts introduces misalignment risk in adverse market scenarios. (RED FLAG – pledging).
Overall, Rodgers brings deep industry and governance expertise with strong ownership alignment, but investors should monitor related-party dealings with Complete Solaria and the pledging exception, which are notable governance risk indicators.