Mark Widmar
FIRST SOLARAbout Mark Widmar
Mark R. Widmar (age 59) is Chief Executive Officer of First Solar (since July 2016) and a Director (since 2016). He joined First Solar in April 2011 as Chief Financial Officer; prior roles include CFO of GrafTech, Corporate Controller and BU CFO at NCR, Division Controller at Dell, and finance roles at Lucent, Allied Signal, and Bristol-Myers Squibb; he began his career at Ernst & Young. He holds a BS in business accounting and an MBA from Indiana University . First Solar’s 5-year TSR (investment of $100 on 12/31/2019) reached $315 by year-end 2024, while 2024 net income was $1.29B and adjusted operating margin was 37.3% . The CEO must hold stock equal to 6x base salary under ownership guidelines; hedging and shorting are prohibited .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Solar | CEO; previously CFO; Chief Accounting Officer | CEO since 2016; CFO 2011–2016; CAO 2012–2015 | Led company through technology and capacity roadmap; extensive solar sector knowledge |
| GrafTech International | Chief Financial Officer | 2006–2011 | Public-company CFO experience at global manufacturer |
| NCR Inc. | Corporate Controller; BU CFO | 2002–2006 | Corporate finance and business unit financial leadership |
| Dell Inc. | Division Controller | 2000–2002 | Cost discipline, operations finance in tech hardware |
| Lucent; Allied Signal; Bristol-Myers Squibb | Various finance/managerial roles | Prior to 2000 | Multi-industry finance experience |
| Ernst & Young | Accountant (career start) | Began 1987 | Audit grounding |
External Roles
- No other current public company directorships disclosed for Mr. Widmar in the proxy .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % (of salary) | Actual Annual Bonus ($) | Total Compensation ($) |
|---|---|---|---|---|
| 2022 | 922,222 | 135% (2024 plan; 2022 % not itemized here) | 1,723,414 | 7,207,833 |
| 2023 | 964,971 | 135% (2024 plan; 2023 % not itemized here) | 1,747,237 | 7,725,497 |
| 2024 | 1,005,812 | 135% | 366,976 (after downward discretion) | 6,386,641 |
Notes:
- 2024 CEO annual base salary rate set at $1,013,350 effective Mar 1, 2024; salary earned was $1,005,812 .
- CEO target bonus: 135% of base salary for 2024; payout adjusted lower based on company/individual outcomes and discretion .
Performance Compensation
2024 Annual Bonus Plan – Structure, Metrics, Results (CEO governed by same plan)
- Threshold gate: Adjusted net operating income (min $900M); result $1.6B → gate met .
- Company metric payout factor: 0.45; individual component (40% of award) set to zero for all NEOs including CEO due to operating misses .
| Metric | Weight | Focus | Target/Threshold (select disclosures) | Result/Payout Factor |
|---|---|---|---|---|
| Adjusted net operating income (gate) | — | Profitability | ≥ $900M | $1.6B; gate met |
| Net cash (year-end 2024) | 10% | Profitability | Not disclosed | 0.65 |
| Global gender representation | 5% | Diversity | Not disclosed | 0.83 |
| Safety (“good catch” per 100 employees) | 5% | Operations | Target 300; achieved 434 | 2.00 |
| Core cost per Watt (CpW) | 20% | Profitability | Not disclosed | 0.00 |
| CuRe production | 20% | Technology | Not disclosed | 0.69 |
| CuRe 2026 bundle demonstration | 20% | Technology | Not disclosed | 0.00 |
| U.S.-made volume sold (2024) | 10% | Growth/Profitability | Not disclosed | 1.00 |
| Net bookings | 10% | Growth/Profitability | Target 17.5 GW (3 GW from India) | 0.00; finished 4.4 GW (0.6 GW India) |
Bonus funding and allocation:
- Overall company payout factor: 0.45; individual performance component (40%) was zeroed out for NEOs .
2024 Long-Term Incentives (granted Mar 6, 2024)
| Award | Shares/Units | Grant Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|
| RSU | 12,625 | 2,000,053 | Time-based; vests 25% annually on each anniversary of 3/6/2024 (four years), subject to continued service |
| Performance Units (EPEP) | Threshold 9,469; Target 18,937; Max 37,874 | 3,000,000 | Three-year performance period ending Dec 2026; metrics/weights: post-2026 module sales backlog (20%), ASP uplift from technology (25%), 2026 CuRe production volume (25%), 2024 OM (10%), 2025 OM (10%), 2026 OM (10%); 0–2.0 multipliers; double-trigger CIC treatment |
Other notable realizations:
- Stock vested in 2024 (from prior awards): 97,952 shares; value realized $15,138,754 (closing prices on vest dates) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/20/2025) | 111,890 shares; <1% of 107,240,417 outstanding (≈0.10%) |
| Unvested time-based RSUs (12/31/2024) | 122,705 shares; market value $21,625,529 at $176.24 |
| Unearned PUs outstanding (12/31/2024) | 57,680 target units; payout 0–2.0x based on metrics; not yet vested; illustrative market value $10,165,523 at $176.24 (SEC table presentation) |
| Options | Company does not currently grant stock options (2024 equity mix RSUs/PUs) |
| Ownership guidelines | CEO must hold 6x base salary; execs have 5 years to comply; dispositions limited until met; as of 12/31/2024, NEOs met or were on track |
| Hedging/shorting/margin | Prohibited: short sales, puts/calls/derivatives, and purchasing on margin |
| Pledging | No explicit pledging disclosure in proxy; margin purchases prohibited |
| Potential supply from vesting | 2024 vesting delivered 97,952 shares to CEO; future RSU tranches vest annually 2025–2028; PU settlement end-2026 based on performance |
Employment Terms
| Provision | Key terms |
|---|---|
| Employment/agreements | CEO has employment, confidentiality, non-compete/non-solicit, indemnification, and separate CIC agreement |
| Non-CIC termination (without cause) | Cash severance equal to 24 months of base salary for CEO (paid over 24 months); up to 12 months health coverage; +12 months service credit for vesting of time-based equity (not PUs); non-compete matches severance period (2 years for CEO) |
| Illustrative non-CIC separation values (12/31/2024) | Cash severance $2,026,700; health coverage $17,430; equity treatment (12 months RSU acceleration) $2,518,822; total $4,562,952 (values at $176.24) |
| Change-in-control (CIC) vesting | Double-trigger for CEO: acceleration of time-based equity and PUs upon termination without cause or resignation for good reason within 2 years post-CIC; PUs at greater of target or actual; if awards not assumed, vest at greater of target/actual at CIC |
| CIC severance economics | Lump sum = 2x (base + greater of target bonus or 3-yr avg bonus) + prorated target bonus; 18 months benefits; up to $20,000 outplacement; clawback applies; no 280G tax gross-ups |
| Illustrative CIC separation values (12/31/2024) | Cash severance $6,320,037; accelerated equity $20,289,806; benefits $26,146; outplacement $20,000; total $26,655,989 (values at $176.24) |
Board Governance and Service
- Role: CEO and Director (since 2016); not on any board committees .
- Board leadership: Chair and CEO roles are separated; a Lead Independent Director (William J. Post) is appointed (1-year renewable term) with defined duties .
- Independence: CEO/Director is non-independent; eight of ten current directors are independent; committee members are independent .
- Attendance: Board held 5 meetings in 2024; all directors ≥75% attendance; average ~95% .
- Ownership/holding policies for directors: 5x annual retainer guideline; quarterly fully vested stock grants for non-associate directors (not applicable to CEO) .
Compensation Structure Analysis (alignment signals)
- High at-risk pay mix: Significant weighting to performance units (2024: ~60% PUs/40% RSUs; down from 75%/25% in 2023) to drive multi-year outcomes .
- Performance rigor: 2024 gate set at $900M ANOI; company payout factor 0.45; several metrics paid zero (CpW, CuRe bundle, net bookings), and individual component (40%) zeroed for NEOs, indicating discipline .
- Clawback and hedging controls: Adopted Dec 1, 2023 clawback policy compliant with SEC/NASDAQ; hedging and margin transactions prohibited .
- Say-on-Pay support: 94% approval at 2024 meeting; annual cadence .
- No perquisites/tax gross-ups: No typical executive perquisites; no 280G gross-ups .
Compensation & Ownership Detail (multi-year)
| Year | Salary ($) | Stock Awards ($) | Bonus/Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 922,222 | 4,549,997 | 1,723,414 | 12,200 | 7,207,833 |
| 2023 | 964,971 | 5,000,089 | 1,747,237 | 13,200 | 7,725,497 |
| 2024 | 1,005,812 | 5,000,053 | 366,976 | 13,800 | 6,386,641 |
Say-On-Pay & Shareholder Feedback
- 2024 Say-on-Pay support exceeded 94%; 2023 vote set annual frequency with 98% support; board continued existing philosophy with ongoing investor engagement .
Compensation Peer Group (used for benchmarking in 2024 cycle)
- 28 U.S.-listed peers across semiconductors, renewable energy/IPP, electrical components, and relevant utilities (median revenues ~$4.0B; market cap ~$13.9B at selection). Peers include: Ameresco, Amkor, Analog Devices, Array, Avangrid, Cirrus Logic, Diodes, EnerSys, Enphase, Entegris, Generac, KLA, Lam Research, Marvell, Microchip, MKS Instruments, Monolithic Power, NextEra, Nextracker, onsemi, Pinnacle West, Qorvo, Skyworks, SunPower, Sunrun, Teradyne, AES, Xcel .
Employment & Contracts (additional protections)
- Severance conditioned on release of claims; clawback applies; non-compete/non-solicit generally match severance period (2 years for CEO); payment of accrued rights (e.g., unused vacation) on exit .
- RSU acceleration on non-CIC termination includes 12 months of service credit; PUs do not accelerate outside CIC; retirement pro-rata treatment after first year of performance period .
Board Service (director compensation context)
- Non-associate director compensation (not applicable to CEO): $100,000 cash and $180,000 stock annual retainer; additional cash for chairs/lead independent director; ownership guideline 5x cash retainer .
Performance & Track Record
- Pay versus Performance: CAP (Compensation Actually Paid) sensitive to share price and PU performance attainment; 2024 CAP for PEO $6.48M alongside higher adjusted operating margin; 5-year TSR remained elevated versus peer solar ETF benchmark .
- Business posture: First Solar positions as the world’s largest thin-film PV manufacturer and largest PV module manufacturer in the Western Hemisphere; strategy centers on Series 6/7 technology, distributed manufacturing, and U.S. backlog monetization .
Risk Indicators & Red Flags
- Positive controls: Clawback policy (SEC/NASDAQ compliant), no hedging/margin, double-trigger CIC equity for CEO, no tax gross-ups, strong shareholder support on pay .
- Related-party transactions: Proxy discloses immaterial arrangements related to another director’s family/supplier; no CEO-related related-party transactions disclosed since 12/31/2023 .
Equity Vesting & Potential Selling Pressure
- 2024 vesting delivered 97,952 shares to CEO; future RSU tranches vest annually (25% per year) through 2028; PUs for 2024 grant settle after the Dec 2026 performance period based on outcomes. This schedule can create periodic supply from tax withhold/settlement, independent of discretionary open-market sales .
Board Governance (dual-role considerations)
- CEO is also a Director but not Chair; roles are separated and a Lead Independent Director is in place. Committees are fully independent; average meeting attendance ~95%. This structure mitigates typical CEO/Chair dual-role concerns regarding independence and oversight .
Investment Implications
- Alignment: High at-risk equity mix (RSUs/PUs), stringent 2024 payout outcome (0.45 company factor; individual zeroed) and robust clawback/anti-hedging policies suggest solid pay-for-performance alignment and governance quality .
- Retention: Significant unvested equity (RSUs ~$21.6M; unearned PUs ~$10.2M at 12/31/2024 pricing) plus double-trigger CIC terms support executive retention across industry cycles .
- Trading signals: Scheduled vesting (annual RSU tranches; 2026 PU settlement) can create mechanical stock supply events; 2024 realized vesting was 97,952 shares for the CEO, a relevant data point for near-term flow analysis around vest dates .
- Downside protection risk: Absence of options and reliance on RSUs reduces risk-taking incentives relative to options-heavy structures, but high weighting to multi-year PUs with operating margin, technology, and backlog metrics preserves performance orientation .
- Governance: Separation of Chair/CEO, independent committees, 94% Say-on-Pay support, and no 280G gross-ups lower governance risk premia .