Lisa Kro
FIRST SOLARAbout Lisa A. Kro
Lisa A. Kro (age 59) has served on First Solar’s board since 2022 and is the Audit Committee Chair and an SEC-designated “audit committee financial expert.” She is Chief Financial & Administrative Officer of Ryan Companies (since 2019), a retired CPA, and holds a B.S. from Minnesota State University Moorhead .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ryan Companies | Chief Financial & Administrative Officer | 2019–present | Oversees accounting, finance, HR, legal, IT |
| Mill City Capital, L.P. | Founding Partner; CFO & Managing Director | 2011–2018 | Private equity finance and operations leadership |
| Goldner Hawn Johnson & Morrison | CFO & Managing Director | 2004–2011 | Private equity CFO responsibilities |
| KPMG | Public Accounting (incl. Munich) | 17-year tenure (dates not specified) | Midwest Retail, Food & Manufacturing practice leader |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MillerKnoll, Inc. (public company) | Director | Not specified | Current public company directorship |
| National Association of Corporate Directors | Member | Not specified | Professional governance affiliation |
| Women Corporate Directors – Minnesota | Member | Not specified | Governance network participation |
| Prior board service (aggregate) | Director | Various | Eight private companies, one public company, five not-for-profit boards (historical) |
Board Governance
- Independence: The board determined Ms. Kro is independent under NASDAQ, SEC, Sarbanes-Oxley, and company guidelines .
- Committees: Audit Committee (Chair); no other committee assignments as of March 20, 2025 .
- Audit Committee Financial Expert: Board designated Ms. Kro as an audit committee financial expert .
- Meeting cadence and attendance: In 2024, the board met 5 times (avg. ~95% attendance; all directors ≥75%), and the Audit Committee met 8 times .
- Audit Committee scope: Oversees financial reporting, internal controls, auditor independence, risk oversight (including quarterly cybersecurity reviews), and internal audit; recommended inclusion of 2024 audited financials in the 10-K .
Fixed Compensation
| Component | Structure/Amount | Notes |
|---|---|---|
| Annual Board Retainer (Non-employee Directors) | $100,000 cash + $180,000 stock | Stock granted quarterly, fully vested; issued at end of each quarter |
| Audit Committee Chair Retainer | +$35,000 cash | Applies to Ms. Kro as Audit Chair |
| Quarterly Equity Grant Values in 2024 (per non-employee director) | $45,070 (Mar 31), $45,092 (Jun 30), $45,149 (Sep 30), $45,117 (Dec 31) | Issued as whole shares; values vary slightly due to whole-share issuance |
| Perquisites/Meeting Fees | No perquisites; no separate meeting fees disclosed | Company reimburses reasonable expenses; structure substantially same as 2023 |
2024 actual compensation (Ms. Kro):
| Name | Fees Earned Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Lisa A. Kro | 135,000 | 180,428 | 315,428 |
Performance Compensation
| Element | Detail |
|---|---|
| Performance equity (PSUs) | Not applicable for directors; annual equity is fully vested stock (no performance metrics) |
| Stock options | None disclosed for directors in 2024 director compensation table |
| Performance metrics (revenue/EBITDA/TSR/ESG) | Not applicable to non-employee directors; no performance-conditioned awards disclosed |
Other Directorships & Interlocks
| Company | Relationship to First Solar | Interlock/Conflict Disclosure |
|---|---|---|
| MillerKnoll, Inc. (public) | No customer/supplier relationship disclosed | No related-party transactions disclosed involving Ms. Kro since 12/31/2023 |
Expertise & Qualifications
- Financial/accounting depth: Retired CPA; extensive finance and capital markets experience; 17 years at KPMG; designated audit committee financial expert .
- Governance and risk: Brings oversight of financial controls, reporting, strategic planning, and risk management; public company audit committee experience .
- Cyber/risk: Audit Committee charter includes quarterly cybersecurity risk oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of March 20, 2025) | 3,103 |
| Ownership as % of shares outstanding (107,240,417) | <1% (asterisked in proxy) |
| Shares pledged as collateral | Not disclosed in proxy |
| Options/derivatives | Not disclosed for directors |
| Director ownership guideline | 5x cash component of annual retainer ($500,000 value), 5 years to comply |
| Compliance status (as of Dec 31, 2024) | All non-employee directors either met or were on track to meet the guideline |
Governance Assessment
-
Strengths
- Independent Audit Committee Chair with SEC “financial expert” designation; committee met 8 times in 2024, signaling active oversight .
- Retainer mix includes meaningful equity delivered quarterly; directors subject to 5x retainer ownership guideline; all on track or compliant as of year-end 2024 .
- Board attendance robust (avg. ~95%; all ≥75%), supporting engagement .
-
Watch items / Red flags
- Section 16(a) timeliness: Late Form 4 for the 12/31/2024 quarterly stock grant (filed 1/6/2025) for all non-employee directors, including Ms. Kro (administrative lapse) .
- Workload consideration: Concurrent C-suite role (Ryan Companies CFO & Administrative Officer) plus serving on First Solar’s board as Audit Chair and on another public company board (MillerKnoll) — investors may monitor capacity, though no overboarding policy breach is disclosed in the proxy .
- Related-party and conflicts: Proxy discloses related-party items involving another director (Ms. George); none involving Ms. Kro since 12/31/2023 .
-
Overall implication
- Ms. Kro’s profile aligns with a strong audit oversight posture and governance alignment via equity ownership guidelines. The minor late Form 4 is a procedural issue to monitor but not indicative of systemic governance failure based on disclosed information .
Insider Trades and Compliance
| Item | Detail |
|---|---|
| Section 16(a) Reporting | Company noted one late Form 4 for the 12/31/2024 quarterly stock grant for each non-employee director, including Ms. Kro; filed 1/6/2025 |
Committee Assignments Snapshot (as of March 20, 2025)
| Committee | Role |
|---|---|
| Audit | Chair |
| Compensation | Not a member |
| Nominating & Governance | Not a member |
| Technology | Not a member |