Michael Sweeney
FIRST SOLARAbout Michael Sweeney
Independent director of First Solar, Inc. (FSLR), age 67, serving since 2003. Background spans investment banking, private equity, and operating leadership (former CEO of Steinway Musical Instruments), with board leadership roles in media and diversified enterprises. Core credentials emphasize compensation governance, strategic investments, and operational acumen; currently chairs First Solar’s Compensation Committee and serves on the Nominating & Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Steinway Musical Instruments, Inc. | President & CEO; Director; Chair of the Board | CEO Oct 2011–Aug 2016; Director since Apr 2011; Chair Jul 2011–Sep 2013 | Led iconic manufacturer; strategic oversight and turnaround leadership . |
| Star Tribune Media Holdings | Chair of the Board | Sep 2009–Sep 2014 | Governance leadership at major regional media company . |
| Goldner Hawn Johnson & Morrison (private equity) | Managing Partner | 2001–2008 | Investment oversight, deal execution, governance . |
| Starbucks Coffee Company (UK) Ltd. | President | Prior role (dates not disclosed) | International operating leadership . |
| Various operating and corporate finance roles | Executive/Finance roles | Not disclosed | Cross-functional operating and finance experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Carlson Companies, Inc. | Director | Not disclosed | Portfolio company board experience (dates not specified) . |
Board Governance
- Independence: Determined independent under Sarbanes-Oxley, SEC, NASDAQ, and company guidelines .
- Committee assignments: Compensation Committee Chair; Nominating & Governance Committee member .
- Attendance: Board met 5 times in 2024; all directors attended ≥75% of combined board/committee meetings; average attendance ~95% .
- Lead Independent Director: William J. Post (one-year renewable term, selected 2023 and 2024) .
- Compensation Committee practices: Uses Willis Towers Watson as independent consultant; committee reviewed WTW independence (fees ~0.002% of WTW revenue; no conflicts) .
- Compensation Committee interlocks: None; no reciprocal board/committee relationships with executives at other companies .
- Share ownership guidelines: Directors must hold stock equal to 5x cash retainer ($500,000), with five-year compliance window; as of Dec 31, 2024, all met or were on track .
- Hedging/pledging policy: Prohibits short sales, derivatives, and margin purchases by directors; insider trading policy filed as 10-K exhibit .
- Say-on-pay environment: 2024 advisory vote approved by over 94% of voting shareholders (context for compensation governance) .
- Special meetings policy: Stockholders holding ≥25% for at least one year can call a special meeting (bylaws amended post-2024 meeting); board recommended against removing one-year holding requirement .
Fixed Compensation (Director, 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard for all non-associate directors. |
| Committee chair fee (Compensation) | $25,000 | Compensation Committee chair premium. |
| Total cash fees (Sweeney) | $125,000 | Sum of retainer + chair fee. |
| Committee membership fees | None disclosed | Chair fees only; meeting fees not used. |
| Lead Independent Director fee | N/A for Sweeney | $30,000 applies to Lead Director (Post) . |
Performance Compensation (Director Equity Grants, 2024)
Directors receive fully vested stock granted quarterly (no performance conditions; intended to align with shareholders). Quarterly grant-date fair values for non-associate directors are uniform.
| Metric | Q1 2024 (Mar 31) | Q2 2024 (Jun 30) | Q3 2024 (Sep 30) | Q4 2024 (Dec 31) |
|---|---|---|---|---|
| Stock award grant-date fair value ($) | $45,070 | $45,092 | $45,149 | $45,117 |
| Annual stock awards total ($) | $180,428 (sum) |
Notes: Equity issued at quarter end; grants are fully vested and not timed around undisclosed material events .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Other public/private boards | Carlson Companies (director); Star Tribune Media Holdings (chair, 2009–2014); Steinway Musical Instruments (director/chair) . |
| Committee interlocks | None; no executive officer interlocks and no reciprocal committee roles at other entities . |
Expertise & Qualifications
- Compensation governance and human capital: Chairs Compensation Committee; experience in pay design and consultant oversight .
- Strategic and operational leadership: Former CEO and board chair roles; operational turnaround experience .
- Investment and finance: Private equity and investment banking background; strategic investments and value creation insights .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Michael Sweeney | 17,329 | <1% | Beneficial ownership; no right to acquire additional within 60 days . |
- Ownership guidelines: 5x cash retainer ($500,000); directors met or are on track within five years .
- Hedging/derivatives/margin: Prohibited .
- Pledging: No pledging disclosed; no related-party transactions involving Sweeney disclosed .
Insider Trades
| Event | Date | Detail |
|---|---|---|
| Late Form 4 filing for quarterly stock grant | Jan 6, 2025 | Company disclosed late Form 4 filings for Dec 31, 2024 director stock grants (including Sweeney) . |
Governance Assessment
- Strengths:
- Independent director with deep compensation governance and operating experience; chairs Compensation Committee .
- Robust director pay structure ties significant portion to stock (quarterly fully vested equity), plus ownership guidelines promoting alignment; no perquisites .
- Clear hedging prohibitions; committee uses independent consultant with formal independence review .
- Attendance robust across board/committees; majority voting, annual elections, proxy access enhance accountability .
- Watch items:
- Long tenure (since 2003) may raise entrenchment concerns; mitigated by majority vote resignation policy and annual board assessments .
- Administrative late Form 4 in early 2025 for quarterly grants (company-wide for directors); minor process risk but disclosed transparently .
- No red flags detected:
- No related-party transactions or interlocks involving Sweeney; committee interlocks explicitly absent .
Implication for investors: Sweeney’s chairmanship of the Compensation Committee and investment/operating background support pay-for-performance rigor and strategic alignment; equity-heavy director pay and ownership rules reinforce alignment. Tenure suggests deep institutional knowledge; monitor ongoing board refreshment processes and disclosure quality.