Georges Antoun
FIRST SOLARAbout Georges Antoun
Georges J. Antoun is Chief Commercial Officer (CCO) of First Solar, responsible for global sales, marketing, product management, and project development; he joined First Solar as Chief Operating Officer in July 2012, served as President, U.S. from 2015–2016, and became CCO in July 2016 . He holds a BS in Industrial Technology (University of Louisiana at Lafayette) and an MS in Information Systems Engineering (NYU Tandon) . MarketScreener lists his age as 62 (as of 2025) . First Solar’s executive pay is heavily at-risk and tied to performance metrics including adjusted operating margin and multi-year EPEP targets for backlog, pricing, CuRe production, and operating margins .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NYNEX (now Verizon) | Member of Technical Staff, Science & Technology | 1990s | Implemented ISDN and Calling Line ID; early telecom infrastructure work . |
| Newbridge Networks | Director of Systems Engineering | 1990s | Deployed ATM and Frame Relay networks; data/voice networking expansion . |
| Cisco Systems | VP Worldwide Systems Engineering & Field Marketing; VP Worldwide Optical Operations; VP Carrier Sales | 1996–2001 | Built Internet infrastructure and optical/IP capabilities for carrier markets . |
| Redback Networks | SVP Worldwide Sales & Operations; CEO (post-acquisition) | 2003–2008 | Led sales/ops; became CEO under Ericsson ownership; IP broadband focus . |
| Ericsson | Head of Product Area IP & Broadband Networks | 2007–2011 | Drove IP infrastructure/LTE networks; executive leadership in San Jose . |
| Technology Crossover Ventures (TCV) | Venture Partner | 2011 | Growth-stage investing; tech operating perspective leveraged in VC . |
| First Solar | Chief Operating Officer | Jul 2012–Jul 2015 | Led manufacturing, R&D, quality, product management; product cost, quality, efficiency focus . |
| First Solar | President, U.S. | Jul 2015–Jul 2016 | Led U.S. market operations prior to appointment as CCO . |
| First Solar | Chief Commercial Officer | Jul 2016–Present | Oversees global commercial strategy (sales, marketing, product mgmt, project development) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Marathon Digital Holdings (MARA Holdings, Inc.) | Director/Board Member | Since 2021 | Current public company directorship . |
| Ruckus Wireless, Inc. | Director/Board Member (past) | –2016 | Prior public board service . |
| Byogy | Board Chairman | – | External private company board chair role . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary (Earned, $) | $575,000 | $598,553 | $607,808 |
| Target Bonus (%) | 90% | 90% | 90% |
| Actual Bonus Paid (NEIP, $) | $782,460 | $650,266 | $147,727 |
| Base Salary Rate (as of Mar 1) | – | $603,750 | $608,750 |
Performance Compensation
| Metric | Weight | Target | Actual | Payout Factor |
|---|---|---|---|---|
| Adjusted Net Operating Income (threshold) | – | >$900M | $1.6B | Meets |
| Net Cash – 2024 Year-End | 10% | Confidential | Achieved below target | 0.65 |
| Global Gender Representation | 5% | Confidential | Achieved below target | 0.83 |
| Safety (Good Catch incidents per 100 employees) | 5% | 300 | 434 | 2.00 |
| Core Cost per Watt (CpW) Produced | 20% | Confidential | Missed | 0.00 |
| CuRe Production | 20% | Confidential | Partial | 0.69 |
| CuRe 2026 Bundle Demonstration | 20% | Bundle meets targets | Missed | 0.00 |
| U.S.-Made Volume Sold in 2024 | 10% | Confidential | Target | 1.00 |
| Net Bookings | 10% | 17.5 GW (incl. 3 GW from India) | 4.4 GW (0.6 GW India) | 0.00 |
| Company Payout Level | – | – | – | 0.45 |
| Individual Performance Adjustment | – | – | NEOs received 0% | Applied downward to Antoun (0% of 40%) |
EPEP (PUs) 2024 performance metrics and weightings: post‑2026 backlog (20%), ASP per watt from technology improvements (25%), 2026 CuRe production (25%), operating margin for 2024/2025/2026 (10% each) . RSUs vest 25% annually over four anniversaries of the grant date (retentive design), while PUs vest based on performance over ~3 years with change‑in‑control double‑trigger treatment if assumed by successor .
Equity Ownership & Alignment
- Beneficial ownership: 52,836 shares; less than 1% of outstanding . Stock ownership guidelines require 3× base salary for executive officers; as of Dec 31, 2024 all named executive officers met or were on track .
- Hedging/pledging: First Solar prohibits short sales, puts/calls/derivatives, and purchasing Company securities on margin (reduces hedging/pledging risk) .
Unvested RSUs (as of Dec 31, 2024; closing price $176.24):
| Grant Date | Unvested RSUs (#) | Market Value ($) |
|---|---|---|
| 3/6/2021 | 1,465 | $258,192 |
| 3/15/2022 | 1,761 | $310,359 |
| 3/6/2023 | 1,131 | $199,327 |
| 3/6/2024 | 1,515 | $267,004 |
Unearned Performance Units (EPEP) (as of Dec 31, 2024; closing price $176.24):
| Grant Date | Unearned PUs (#) | Market/Payout Value ($) |
|---|---|---|
| 3/15/2022 | 23,478 | $4,137,763 |
| 3/6/2023 | 5,934 | $1,045,808 |
| 3/6/2024 | 10,542 | $1,857,922 |
2024 grants:
- RSUs: 1,515 shares; grant date fair value $240,006; vesting 25% on each anniversary (4 years) .
- PUs: target 6,059 shares (0.5× threshold to 2.0× max); grant date fair value $959,867 .
2024 stock awards vested/realized:
| Metric | FY 2024 |
|---|---|
| Shares Acquired on Vesting (#) | 33,722 |
| Value Realized on Vesting ($) | $5,211,171 |
Employment Terms
Severance and change‑in‑control economics (as of Dec 31, 2024):
| Scenario | Cash Severance ($) | Health/Welfare ($) | Equity ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|
| Involuntary termination (not for cause) | $608,750 | $19,548 | $349,131 | – | $977,429 |
| Death/Disability/Retirement | $246,212 | – | $3,273,129 | – | $3,519,341 |
| Change‑in‑control qualifying termination | $3,044,033 | $29,323 | $4,918,682 | $20,000 | $8,012,038 |
Key terms:
- Single‑trigger equity vesting for time‑based awards upon change‑in‑control for Antoun (legacy CIC agreement); PUs vest at greater of target or actual only on double‑trigger if assumed by successor; other NEOs have double‑trigger for time‑based equity .
- CIC cash severance: 2× base salary plus 2× bonus (greater of target or 3‑year average), prorated target bonus, 18 months’ benefits, up to $20k outplacement; no Section 280G tax gross‑ups .
- Standard severance: 12 months’ salary continuation (24 months for CEO), up to 12 months’ health coverage, and 12 months’ additional service credit for time‑based equity vesting; RSUs also credit one year service upon death/disability; non‑competition and non‑solicitation for one year (two for CEO) .
- Clawback policy adopted Dec 1, 2023 covering incentive compensation tied to financial reporting measures for restatements (3‑year lookback recovery) .
Investment Implications
- Alignment and discipline: Antoun’s pay is heavily equity‑weighted and at‑risk (2024 LTI mix 80% PUs / 20% RSUs for him), with short‑term payouts reduced (0.45 company factor and 0% individual component for NEOs in 2024), signaling compensation discipline when operational targets are missed .
- Vesting/selling pressure: Significant unvested equity (notably 23,478 2022 PUs and 10,542 2024 PUs) plus 33,722 shares vested in 2024 worth $5.21M may drive periodic Form 4 selling for taxes/liquidity; external trackers also reported insider sales in 2024–2025 .
- Change‑of‑control sensitivity: Single‑trigger time‑based equity vesting under legacy CIC could increase payout asymmetry in a transaction; cash/equity benefits total ~$8.0M under a qualifying termination, which supports retention but may affect decision‑making optics .
- Ownership/hedging: Beneficial ownership of 52,836 shares and compliance with ownership guidelines support alignment; hedging/margin prohibitions mitigate alignment risks; no pledging disclosed .
- Peer benchmarking and shareholder support: Compensation is benchmarked against a relevant peer set with equity targeted at 50th–75th percentile; say‑on‑pay received >94% approval in 2024, indicating low controversy risk .