Michael Ahearn
FIRST SOLARAbout Michael J. Ahearn
Chair of the Board at First Solar; age 68; director since 2000. Former First Solar CEO (Aug 2000–Sep 2009), interim CEO (Oct 2011–May 2012), executive chair (Oct 2009–Dec 2010; May–Jul 2012), non‑executive chair (Jan–Oct 2011; Jul 2012–present). Founder and Managing Partner of True North Venture Partners; previously partner/president at JWMA and a law partner at Gallagher & Kennedy. B.A. in Finance and J.D., Arizona State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Solar, Inc. | Chief Executive Officer | Aug 2000 – Sep 2009 | Led transition from start-up to industry-leading public company . |
| First Solar, Inc. | Interim CEO | Oct 2011 – May 2012 | Stabilized leadership during transition . |
| First Solar, Inc. | Executive Chair | Oct 2009 – Dec 2010; May – Jul 2012 | Board leadership across technology scale-up periods . |
| Gallagher & Kennedy | Partner (Law) | Prior to JWMA (dates not given) | Corporate and legal expertise . |
| JWMA (formerly True North Partners, LLC) | Partner & President | Prior to First Solar | Equity investment leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| True North Venture Partners | Chair & Managing Partner | 2011 – present | Early-stage investing in energy, water, agriculture, waste . |
| Cox Enterprises, Inc. | Director | Not disclosed | Board member . |
| Beijing Climate Policy Initiative | Global Advisory Board Member | Not disclosed | Advisory role . |
Board Governance
- Independence status: Non-independent chair; board comprises eight independent directors and two non-independent (chair and CEO) as of 2025 .
- Committee assignment: Technology Committee member; not on Audit, Compensation, or Nominating & Governance .
- Lead Independent Director: William J. Post (selected July 2023; renewed July 2024) .
- Attendance: Board held 5 meetings in 2024; every director attended ≥75% (avg ≈95%). Board held 7 meetings in 2023; every director attended ≥75% (avg ≈94%). Seven directors attended the 2024 annual meeting; five directors attended the 2023 annual meeting .
- Risk oversight and policies: Board/committees oversee financial, compensation, governance/ESG, and technology risks; insider trading policy prohibits short sales, derivatives, and margin purchases .
Fixed Compensation
Structure for non-associate directors (2024; unchanged from prior year):
- Annual retainer: $100,000 cash and $180,000 stock
- Additional chair retainers: Non-executive board chair +$50,000 cash and +$75,000 stock; Audit chair +$35,000 cash; Lead Independent Director +$30,000 cash; Compensation chair +$25,000 cash; other committee chairs +$15,000 cash .
Ahearn’s director pay (cash vs stock) — amounts earned:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 150,000 | 150,000 |
| Stock Awards ($) | 255,559 | 255,267 |
| Total ($) | 405,559 | 405,267 |
Quarterly stock grant fair values (fully vested shares):
| Quarter | 2023 Grant-Date Fair Value ($) | 2024 Grant-Date Fair Value ($) |
|---|---|---|
| Q1 | 63,945 | 63,806 |
| Q2 | 63,870 | 63,805 |
| Q3 | 63,828 | 63,857 |
| Q4 | 63,916 | 63,799 |
Other compensation policies:
- Annual equity granted quarterly in fully vested stock; no timing advantage; no perquisites for non-associate directors; expenses reimbursed .
- Director stock ownership guideline: 5× cash retainer ($500,000 value); five years to comply; all directors met or were on track as of Dec 31, 2024 .
Performance Compensation
- Directors do not receive performance-based pay; equity awards are fully vested quarterly stock (no options or PSUs for directors) .
- Company-wide executive incentive metrics (context for governance oversight): 2024 bonus plan threshold adjusted net operating income ($900M minimum; result $1.6B) with metrics and payout factors across corporate, R&D/manufacturing, and commercial (payout level 0.45). Individual performance portion for NEOs was reduced to zero by discretion for operating misses .
Selected 2024 performance metrics (illustrative):
| Metric | Weighting | Focus | Payout Factor |
|---|---|---|---|
| Net cash – 2024 year-end | 10% | Profitability | 0.65 |
| Global gender representation | 5% | Diversity | 0.83 |
| Safety (“good catch” incidents/100 employees) | 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 (2024) | 10% | Growth/Profitability | 1.00 |
| Net bookings | 10% | Growth/Profitability | 0.00 |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles |
|---|---|---|---|
| Cox Enterprises, Inc. | Private | Director | Not disclosed . |
| Beijing Climate Policy Initiative | Advisory | Global Advisory Board Member | Not applicable . |
- No disclosed interlocks between Ahearn’s external roles and First Solar committees; compensation committee members had no interlocks with other entities’ boards where First Solar executives served .
Expertise & Qualifications
- Strategy, capital formation, and value creation; executive leadership in solar technology; public company governance; operations/strategic planning; financial expertise .
Equity Ownership
- Beneficial ownership as of record date:
- 2024: 147,882 shares (out of 107,025,544 outstanding) .
- 2025: 111,801 shares (out of 107,240,417 outstanding) .
- Ownership %: less than 1% in both years .
- Registration rights: Acknowledgment and Reaffirmation Agreement (Sept 15, 2020) grants Ahearn three demand rights and piggyback rights, subject to lock-ups/exceptions .
- Hedging/pledging: Company policy prohibits short sales, puts/calls/derivatives, and margin purchases; no pledging disclosures identified in proxy .
Shareholder Votes & Engagement Signals
Director election (2025 Annual Meeting – Item 5.07):
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Michael J. Ahearn | 67,934,517 | 5,675,307 | 1,905,200 | 13,983,175 |
Say-on-pay (2025 advisory vote): For 65,543,096; Against 9,237,493; Abstentions 734,435; Broker Non-Votes 13,983,175 . Prior cycle: 2024 say‑on‑pay approved by over 94% of voting stockholders (disclosed in CD&A) .
Conflicts & Related-Party Exposure
- No Ahearn-specific related-party transactions disclosed since Dec 31, 2023; company-wide disclosed related-party items pertained to another director (Ms. George) and family member; audit committee reviewed and approved .
- Registration rights (above) are legacy IPO arrangements affirmed in 2020; standard piggyback/demand rights with lock-up provisions .
Compensation Committee Analysis (context)
- 2024 Compensation Committee: Chair Michael Sweeney; members Molly E. Joseph, William J. Post, Paul H. Stebbins, Norman L. Wright; used Willis Towers Watson (WTW) as independent consultant; independence affirmed; no conflicts noted .
- Practices: Clawback policy complying with SEC/NASDAQ (effective Dec 1, 2023), double‑trigger vesting on CIC for most executives; no tax gross-ups; share ownership guidelines for executives (CEO 6× salary; others 3×) .
Governance Assessment
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Strengths
- Clear separation of Chair/CEO roles; lead independent director framework with executive session leadership .
- High director attendance; robust committee oversight across risk domains .
- Director pay aligned with long-term shareholders via equity retainer; stringent ownership guideline (5× cash retainer) with compliance tracking .
- Transparent CD&A, clawback adoption, and no executive perquisites/gross‑ups .
-
Considerations / Potential Red Flags
- Ahearn’s non-independence as Chair may raise board effectiveness questions for some investors; however, presence of a Lead Independent Director and independent committees mitigates risk .
- Legacy registration rights provide sale flexibility; monitor use and any sizable dispositions for signal on insider sentiment .
- 2025 director vote shows materially higher “AGAINST” for several long-tenured directors (including Ahearn) versus peers; track trends and engagement responses .
-
Shareholder sentiment
- Strong say‑on‑pay support in 2025 and prior years indicates alignment of comp philosophy with investor expectations .
Overall view: Ahearn’s deep institutional knowledge and technology oversight are positives for board effectiveness. Non-independence is balanced by lead independent structure, independent committees, and strong attendance. No Ahearn-related conflicts were disclosed; director pay is straightforward, equity-heavy, and guideline-aligned.