Norman Wright
FIRST SOLARAbout Norman L. Wright
Independent director of First Solar (FSLR), age 60, serving since 2022; member of the Compensation Committee and the Nominating & Governance Committee. Background spans nearly 40 years leading sales, customer service, contact centers, operations, marketing, consumer digital, and consulting; prior senior roles at UnitedHealth Group and Optum. Education: Bachelor of Arts from Swarthmore College. Board determined he meets NASDAQ/SEC independence criteria .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| UnitedHealth Group | Executive Vice President, Health Equity Strategy | May 2022 – Aug 2023 | Previously EVP & Chief Customer Officer; senior leadership in customer strategy and equity initiatives . |
| Optum (UnitedHealth subsidiary) | EVP & Chief Marketing and Customer Officer; EVP & Chief of Global Operations | Prior to UHG EVP roles (years not specified beyond sequence) | Led global operations and customer/marketing functions . |
| Citigroup Inc. (Consumer Ops, North America) | Managing Director, Client Experience; led Retail Bank Call Centers | 2007 – 2013 | Large-scale customer operations leadership . |
| Accenture plc | Executive Partner, Customer Contact Transformation | 2004 – 2007 | Consulting leadership in contact center transformation . |
| HSN | SVP, HSN Customer Care | 1999 – 2004 | Customer care leadership . |
| Fidelity Investments Inc. | SVP & General Manager | 1996 – 1999 | General management in financial services . |
| GE Capital | Vice President, Customer Service | 1994 – 1996 | Customer service leadership . |
| JPMorganChase & Co. | Vice President, Customer Service | 1986 – 1994 | Early career leadership in customer service . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Option Care Health | Director | Not disclosed | Company described as largest independent provider of infusion services in the U.S. . |
| YMCA of Arizona | Director | Not disclosed | Community and nonprofit governance . |
| UnitedHealth Foundation | Director (prior) | Not disclosed | Nonprofit board experience . |
| YMCA of the North | Director (prior) | Not disclosed | Nonprofit board experience . |
| The Brighton Center, Inc.; Tampa Bay Performing Arts Center; 1st Tee of San Antonio; University of Texas at San Antonio | Director (prior) | Not disclosed | Various nonprofit boards . |
Board Governance
- Committee assignments: Compensation Committee (member); Nominating & Governance Committee (member). Chairs: Compensation – Michael Sweeney; Nominating & Governance – Paul H. Stebbins; Audit – Lisa A. Kro; Technology – Venkata “Murthy” Renduchintala .
- Independence: Board determined Wright is independent under Sarbanes-Oxley, SEC, NASDAQ, and company guidelines; all members of audit, compensation, and nominating & governance committees are independent .
- Attendance: In 2024, the board met five times; every director attended at least 75% of board and committee meetings; average attendance ~95% .
- Engagement: Compensation Committee held six meetings in 2024; engaged Willis Towers Watson (WTW) as independent advisor with documented independence safeguards and immaterial fee exposure (0.002% of WTW revenue) .
- Share ownership guidelines: Directors must hold shares equal to five times their annual retainer, to be achieved within five years of board appointment; disposition limits apply until guidelines are met .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Cash retainer | $100,000 | Standard non-employee director annual cash fee; no chair premia for Wright (only chairs receive $15k–$35k additional cash retainers) . |
| Equity (fully vested common stock) | $180,428 | Quarterly grants of fully vested shares; issued as whole shares (no fractional shares) . |
| Total | $280,428 | Cash ≈ 35.7%, Equity ≈ 64.3% (derived from amounts). |
Performance Compensation
- No director performance-based pay disclosed (no RSUs/PSUs or options for directors); equity grants are fully vested common stock, not tied to performance metrics .
| Equity Grants – Grant Date Fair Value (2024) | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 |
|---|---|---|---|---|
| Wright – Fully vested shares | $45,070 | $45,092 | $45,149 | $45,117 |
Other Directorships & Interlocks
- Current boards: Option Care Health; YMCA of Arizona .
- Compensation committee interlocks: None—during 2024, no FSLR executive served on the board or compensation committee of an entity where that entity’s executive served on FSLR’s compensation committee or board .
Expertise & Qualifications
- Skills and experience: Extensive leadership in customer-focused operations, marketing, consumer digital, contact centers, and business consulting; recognized for conceptualizing and implementing strategic plans and driving consumer outcomes—relevant to strategic planning and stakeholder engagement .
- Board skills matrix context: Board collectively spans public company experience, executive leadership, financial expertise, risk management, operations/strategy, technology, ESG; Wright contributes leadership and customer/operator acumen within this mix .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As-of Date |
|---|---|---|---|
| Norman L. Wright | 3,513 | <1% (asterisk as disclosed) | March 20, 2025 |
- Hedging/derivatives: Directors prohibited from short sales, buying/selling puts/calls or derivatives on Company securities, and purchasing Company securities on margin .
- Ownership guidelines: Five times annual director retainer; five-year compliance window from board appointment; limits on disposition until met .
- Pledging: No pledging disclosures specific to directors in proxy; no right to acquire additional beneficial ownership within 60 days noted for directors .
Governance Assessment
- Independence and committee roles support board effectiveness: Wright is independent and serves on two key governance committees (Compensation; Nominating & Governance), with documented committee independence and active meeting cadence (six comp meetings in 2024) .
- Pay-for-performance environment: While director pay is not performance-linked, the broader executive pay framework is overseen by an independent consultant (WTW) with low conflict risk; say-on-pay approved by over 94% in 2024—suggesting investor support for compensation governance .
- Alignment: Director equity issued quarterly as fully vested shares and share ownership guidelines (5x retainer within five years) reinforce alignment; anti-hedging and margin prohibitions reduce misalignment/derivatives risk .
- Conflicts and related-party exposure: No related-party transactions disclosed involving Wright; the proxy’s related-party section references matters tied to another director, with audit committee review/approval and no other transactions over $120,000 since 12/31/2023 .
RED FLAGS: None disclosed specific to Wright in 2024–2025 proxy (no related-party transactions, no hedging/derivative use permitted, independent status affirmed) .