Thurman John Rodgers
About Thurman John Rodgers
Thurman John Rodgers, age 77, is Chairman of the Board at Enovix and has served as a director since 2020; he is not independent under Nasdaq listing standards. He founded Cypress Semiconductor and served as its CEO until 2017, holds a B.S. from Dartmouth and M.S./Ph.D. in Electrical Engineering from Stanford, and is credited with inventing and patenting VMOS technology. He currently also serves as CEO of Complete Solaria and a director at Enphase Energy, and brings extensive public company CEO experience, strategic leadership, and governance expertise to Enovix’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cypress Semiconductor | Founder, President & CEO, Director | 1982–Apr 2017 | Led strategy, manufacturing, and scale; public company CEO experience |
| RSVAC (predecessor to Enovix) | CEO & Chairman | Sep 2020–Jul 2021 | Led SPAC predecessor; governance transition to Enovix |
| Legacy Enovix | Chairman; Director | Chairman Jul 2021–Jan 2023; Director Feb 2012–Jul 2021 | Oversight through technology and commercialization phases |
| Dartmouth College | Trustee | Jun 2004–Dec 2012 | Higher-ed governance; long-term strategic oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Complete Solaria, Inc. | CEO; Executive Chairman; Director | CEO since Apr 2024; Exec Chair since Jun 2023; Director since Nov 2022 | Solar technology leadership role |
| Enphase Energy, Inc. | Director | Since Jan 2017 | Energy tech board service; potential interlock with Joseph Malchow (also an Enphase director) |
| FTC Solar, Inc. | Chairman | Jan 2017–Jan 2023 | Solar tech governance role |
| SunPower Corporation | Director | May 2002–May 2011 | Energy company board service |
| Various private companies | Director | Ongoing | Multiple private board directorships |
Board Governance
- Role: Chairman of the Board; CEO and Chairman roles are separated (Chair: Rodgers; CEO: Raj Talluri) .
- Independence: Not independent under Nasdaq standards (along with the CEO); all other directors serving in 2024 were independent .
- Committee assignments: Rodgers serves on no standing committees (Audit, Compensation, Nominating & Corporate Governance) .
- Attendance: Each director attended at least 75% of Board and committee meetings in 2024; four of seven directors attended the 2024 annual meeting .
| Committee | Membership |
|---|---|
| Audit Committee | None |
| Compensation Committee | None |
| Nominating & Corporate Governance Committee | None |
Governance practices include corporate governance guidelines, a code of ethics, and an insider trading policy that prohibits hedging and pledging except by waiver; Rodgers received permission to pledge Enovix securities as collateral for his investment account (red flag) .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual Board Retainer (Cash) | $50,000 | Standard non-employee director retainer |
| Chairman Additional Retainer (Cash) | $47,000 | Chairman premium under policy |
| Committee Fees | $0 | No committee memberships |
| Fees Earned in 2024 (Cash total) | $97,000 | Per Director Compensation Table |
Performance Compensation
Directors receive annual time-based RSUs; no performance-based equity or options are part of director compensation.
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU | Jun 13, 2024 | 15,128 | $195,000 | Vests at next annual meeting or 1-year from grant, subject to service |
| RSUs Outstanding at FY-end | Dec 29, 2024 | 7,564 | N/A | Remaining unvested balance from annual grant |
Equity award acceleration: Unvested director equity fully accelerates upon Change of Control, subject to service through effective date .
Other Directorships & Interlocks
| External Company | Role | Interlock/Notes |
|---|---|---|
| Enphase Energy | Director | Interlock: Enovix director Joseph Malchow also serves on Enphase’s board |
| Complete Solaria | CEO; Exec Chairman | Concurrent external executive role; potential bandwidth considerations |
| FTC Solar | Former Chairman | Prior governance in adjacent energy sector |
| SunPower | Former Director | Energy industry exposure |
Compensation Committee interlocks: None among Enovix’s Compensation Committee members and company officers in the past fiscal year .
Expertise & Qualifications
- Education: B.S. (Physics & Chemistry) – Dartmouth; M.S./Ph.D. (Electrical Engineering) – Stanford; inventor of VMOS technology .
- Skills matrix highlights: Engineering/technical; manufacturing/supply chain; semiconductor/battery design; CEO/executive management; public board/governance .
Equity Ownership
| Category | Detail | Amount |
|---|---|---|
| Total beneficial ownership | Shares; % of outstanding | 25,797,483 shares; 13.2% |
| Ownership breakdown | Trusts (Rodgers Massey Revocable Living Trust); Charitable Trust | 20,793,701 shares (Revocable Trust); 900,000 shares (Charitable Trust) |
| Warrants | Shares issuable within 60 days | 4,100,000 shares to Revocable Trust |
| Direct holdings | Shares | 3,782 shares held by Rodgers |
| RSUs outstanding (director grants) | Units | 7,564 RSUs as of Dec 29, 2024 |
| Pledging | Policy waiver granted | Rodgers permitted to pledge Enovix securities as collateral (red flag) |
Related-party financial exposure:
- Convertible Senior Notes: $10.0 million principal amount purchased by an entity affiliated with Rodgers in April 2023 concurrent private placement (3% notes due 2028) .
Governance Assessment
-
Positives
- Separation of Chair and CEO roles; breadth of operating and governance experience, and significant ownership aligns incentives with shareholders .
- Board has majority independence and specialized committee leadership (Audit chair qualifies as financial expert) .
- Formal governance policies, ethics code, and prohibition on hedging support governance quality .
-
Concerns / RED FLAGS
- Non-independent Chairman reduces independent board leadership; Rodgers has no committee roles limiting direct involvement in specialized oversight .
- Pledging of company stock by Chairman (policy waiver) introduces potential forced-sale risk and misalignment; this is a significant governance red flag .
- Related-party note investment ($10M) creates financial linkage and potential conflict perceptions, necessitating strong Audit Committee oversight of related-party transactions .
- External bandwidth: concurrent CEO/Executive Chair role at Complete Solaria and board role at Enphase may constrain attention during critical Enovix commercialization phases .
- High individual influence: 13.2% beneficial ownership concentrates voting power and could sway governance outcomes; requires robust independent director counterbalance .
-
Engagement/attendance
- Directors met attendance thresholds (≥75%) in 2024, but individual attendance beyond threshold not disclosed; continued transparency recommended .
-
Compensation alignment
- Director pay structure is conventional (cash retainer + annual time-based RSUs). No performance-linked director equity reduces explicit pay-for-performance signaling, though equity-based retainer provides some alignment via share price .
Notes and Sources
All data cited from Enovix 2025 DEF 14A: role/biography ; committee membership/independence ; board leadership ; attendance ; director compensation policy and tables ; insider trading/pledging ; related-party convertible notes ; security ownership details ; skills matrix .