Kuntal Verma
FIRST SOLARAbout Kuntal Verma
Kuntal Kumar Verma, age 52 as of February 25, 2025, is First Solar’s Chief Manufacturing Officer, appointed in November 2022 after previously serving as Chief Manufacturing Engineering Officer; he joined First Solar in 2002 and has held progressively senior roles in manufacturing and engineering . He holds a BS in Mechanical Engineering (National Institute of Technology, India), an MS in Industrial Engineering (University of Toledo), and an MBA (Bowling Green State University), and is a Master Black Belt in Six Sigma/Lean with certifications in Taguchi Methods and Production and Inventory Management . Compensation-linked performance drivers include the 2024 Bonus Plan’s threshold metric (adjusted net operating income), which funded awards at year-end performance of $1.6B versus a $900M minimum; and long-term EPEP metrics tied to module sales backlog, technology-driven ASP improvements, CuRe production, and operating margins across 2024–2026 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Solar | Chief Manufacturing Officer | Appointed Nov 2022 | Leads global manufacturing operations and engineering, technology scaling, new plant start-ups, and strategic initiatives . |
| First Solar | Chief Manufacturing Engineering Officer | Pre-Nov 2022 | Drove manufacturing engineering performance and improvement roadmap . |
| First Solar | VP, Global Manufacturing Engineering | Since 2012 | Led global manufacturing engineering; scaling and continuous improvement . |
| Reliance Industries Limited (India) | Engineering and Operations Roles | Prior to 2002 (not disclosed) | Manufacturing and operations experience preceding First Solar tenure . |
External Roles
No public company directorships or external board roles disclosed for Verma in company filings .
Fixed Compensation
Multi-year Compensation (NEO Summary)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 433,731 | 2,000,079 | 472,406 | 13,200 | 2,919,416 |
| 2024 | 470,289 | 1,500,079 | 101,715 | 13,800 | 2,085,883 |
Base Salary Rates
| Effective Date | Base Salary Rate ($) |
|---|---|
| March 1, 2024 | 475,000 |
| Prior rate (2023) | 450,000 |
Annual Bonus Plan Parameters (2024)
- Target bonus percentage: 80% of base salary for Verma .
- Award opportunity as % of target: 0% (below threshold), 50% (threshold), 100% (target), 200% (max) .
- Threshold metric: Adjusted net operating income; minimum $900M; result $1.6B, enabling awards funding .
- 2024 Company payout factor (before individual overlay): 0.45 .
Actual Bonus Paid
| Year | Bonus ($) |
|---|---|
| 2023 | 472,406 |
| 2024 | 101,715 |
Performance Compensation
2024 Equity Grants (RSUs and PUs)
| Award Type | Grant Date | Shares (Threshold) | Shares (Target) | Shares (Max) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| RSU | 3/6/2024 | — | — | — | 600,095 |
| PU (EPEP 2024–2026) | 3/6/2024 | 2,841 | 5,681 | 11,362 | 899,984 |
- RSU vesting: 25% per year over four years, starting on the first anniversary of grant, subject to continued service; complements EPEP for retention .
- 2024 EPEP metrics and weightings: module sales backlog after 2026 (20%), ASP uplift from technology improvements (25%), CuRe production FY2026 (25%), 2024 operating margin (10%), 2025 operating margin (10%), 2026 operating margin (10%). The 2024 operating margin condition is already satisfied .
- 2023 EPEP (2023–2025) includes backlog after 2025, module/CuRe volumes, and operating margins (2023, 2024, 2025); 2023 and 2024 operating margin conditions satisfied .
- 2022 EPEP (2022–2024) PUs vested in Feb 2025 upon certification; metrics included backlog post-2024, Series 7 cost per watt, and cash-adjusted ROIC .
2024 Bonus Plan Metrics and Results
| Metric | Weighting | Focus | Payout Factor |
|---|---|---|---|
| Net cash – 2024 year-end | 10% | Profitability | 0.65 |
| Global gender representation | 5% | Diversity | 0.83 |
| Safety | 5% | Operations | 2.00 |
| CpW produced | 20% | Profitability | 0.00 |
| CuRe production | 20% | Technology | 0.69 |
| CuRe 2026 bundle demonstration | 20% | Technology | 0.00 |
| U.S. made volume sold in 2024 | 10% | Growth/Profitability | 1.00 |
| Net bookings | 10% | Growth/Profitability | 0.00 |
| Company payout factor | — | — | 0.45 |
Selected disclosed outcomes: safety target 300 “good catch” incidents per 100 employees; achieved 434. Net bookings target 17.5 GW (0.6 GW from India); achieved 4.4 GW (0.6 GW from India) .
Stock Vested in 2024
| Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|
| 12,928 | 1,996,541 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 20, 2025)
| Shares Beneficially Owned | % of Outstanding |
|---|---|
| 4,695 | <1% |
Outstanding Equity Awards at FY 2024 Year-End (Dec 31, 2024)
| Category | Number Not Vested (#) | Market/Payout Value ($) |
|---|---|---|
| RSUs/Stock Awards (time-based) | 26,159 | 4,610,261 (at $176.24/sh) |
| EPEP PUs (unearned) | 19,776 | 3,485,322 (market/payout value) |
- Ownership guidelines: CEO 6x base salary; other executive officers 3x base salary; five-year compliance window; as of Dec 31, 2024 all NEOs met or were on track; dispositions limited until guidelines met .
- Hedging/margin: Hedging strategies, short sales, options/derivatives, and purchases on margin are prohibited for executives .
- Pledging: Award agreements prohibit pledging or encumbering RSUs/PUs/options prior to vesting/exercise . No pledging of owned common shares disclosed in filings .
- Insider selling plans: Verma adopted a Rule 10b5-1 plan on November 14, 2024 to sell up to 7,710 shares; plan expires March 31, 2025 (gross shares, excludes tax withholding effects) .
Insider Selling Pressure Indicators
| Plan Type | Adoption Date | Expiration | Aggregate Shares to be Sold |
|---|---|---|---|
| Rule 10b5-1(c) | Nov 14, 2024 | Mar 31, 2025 | 7,710 |
Employment Terms
Employment and Restrictive Covenants
- Employment start: October 2002; became a named executive officer beginning in 2023 .
- Non-compete and non-solicit: one-year restricted period for executive officers; separate confidentiality and IP agreements .
Severance (Non–Change-in-Control)
| Scenario | Cash Severance ($) | Health Coverage ($) | Equity Treatment ($) | Total ($) |
|---|---|---|---|---|
| Involuntary not for cause | 475,000 | 25,753 | 524,490 | 1,025,243 |
| Death/Disability/Retirement | 169,525 | — | 2,888,574 | 3,058,099 |
Notes: Non-CIC severance equals one year of base salary payable over 12 months; continued medical benefits up to one year or until covered elsewhere; plus one year of service credit for RSU vesting (does not apply to PUs) .
Change-in-Control (CIC) – Double Trigger
Upon termination without cause or resignation for good reason within two years post-CIC: 2x salary plus the greater of target bonus or average of last three full-year bonuses; pro-rated target bonus for year of termination; 18 months of medical benefits; $20,000 outplacement; and accelerated equity vesting per CIC terms (double trigger for PUs; RSU acceleration per employment agreement) .
| Component | Amount ($) |
|---|---|
| Cash Severance | 2,080,490 |
| Accelerated Equity Value | 5,153,963 |
| Medical/Welfare Benefits | 38,629 |
| Outplacement | 20,000 |
| Total | 7,293,082 |
- No excise tax gross-ups; legacy gross-ups eliminated .
- Clawback: Incentive and equity awards subject to recoupment under SEC/NASDAQ-compliant Clawback Policy; award agreements include clawback provisions .
Compensation Structure Analysis
- Mix shift: 2024 intended long-term mix approximately 60% PUs / 40% RSUs for most senior executives, down from 75%/25% in 2023, enhancing retentive value while maintaining performance leverage .
- Pay philosophy: Target total direct compensation around 50th percentile, with equity targeted at 50th–75th percentile vs peer group; heavy at-risk weighting and equity linkage; no SERP or special perquisites .
- Bonus outcomes: 2024 company payout factor at 0.45 with mixed performance across manufacturing and commercial metrics; emphasizes operational focus on technology and cost .
- Peer benchmarking: WTW advises; peer group of 28 U.S. companies across semiconductors, renewable energy/IPPs, and electrical equipment; compensation assessed vs peers for competitiveness .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval exceeded 94%; annual advisory vote cadence selected by 98% in 2023; ongoing investor engagement .
Expertise & Qualifications
- Master Black Belt in Six Sigma/Lean; expert in Taguchi Methods; CPIM certification; advanced manufacturing/operations credentials aligned with scaling Series 6/7 module technology .
Performance & Track Record
- EPEP performance achievements: 2022–2024 PUs vested in Feb 2025 based on certified results across backlog, cost per watt, and cash-adjusted ROIC .
- 2024 Bonus Plan funded: adjusted net operating income exceeded threshold; disclosed safety and bookings outcomes; overall payout factor 0.45 .
- Manufacturing leadership: Oversight of global manufacturing operations, technology scaling, and new plant ramp-ups, central to long-term competitiveness .
Equity Ownership & Alignment Guidelines
- Executive ownership guideline: 3x base salary; five-year window; executives met or were on track as of Dec 31, 2024; hedging and margin transactions prohibited; award pledging disallowed; no share pledging disclosed .
Employment Agreements and Restrictions
- Non-compete/non-solicit: one-year restricted period for executive officers; confidentiality/IP obligations .
- Severance and CIC economics detailed above; RSUs receive one-year service credit in certain terminations; PUs generally forfeit absent qualified retirement/death/disability or CIC provisions .
Investment Implications
- Alignment: High proportion of performance-linked equity through EPEP PUs and strict hedging/margin prohibitions support alignment; no tax gross-ups reduce governance risk .
- Retention: Significant unvested RSUs (26,159 units; $4.6M) and unearned PUs (19,776 units; $3.5M) provide meaningful retention value; non-CIC severance and RSU service credit further mitigate turnover risk .
- Selling pressure: A Rule 10b5-1 plan adopted in Nov 2024 to sell up to 7,710 shares through Mar 2025, coupled with regular RSU vesting, may create episodic supply; monitor Form 4s for execution pace .
- Performance risk: Bonus outcomes indicate mixed operational execution in 2024 (e.g., CpW and CuRe bundle metrics below target), while safety and U.S. volume metrics were strong; EPEP margins components for 2023/2024 achieved, supporting potential PU vesting outcomes .