Paul Stebbins
FIRST SOLARAbout Paul H. Stebbins
Paul H. Stebbins (age 68) is an independent director of First Solar, serving since 2006. He chairs the Nominating and Governance Committee and is a member of the Audit and Compensation Committees, bringing CEO-level experience in the energy sector and public policy expertise; the Board identifies his governance and risk management insights as critical to oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| World Kinect Corporation | Chair & CEO | Jul 2002–Jan 2012 | Led large, global energy-related public company; strategic, solution-oriented innovation in energy industry |
| World Kinect Corporation | Executive Chair | Jan 2012–May 2014 | Oversight of transition and governance |
| World Kinect Corporation | Director | Since Jun 1995 | Long-standing board experience |
| Trans-Tec Services | Co-founder | 1985; acquired by World Kinect in 1995 | Built global marine fuel services platform |
| World Kinect Corporation | Chair Emeritus & non-employee director | Since May 2014 | Continuing strategic counsel |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FixUSNow.org (CRFB) | Founding member | Not disclosed | Civic reform initiative |
| Amigos International | Advisory Council member | Not disclosed | Youth leadership |
| The Silk Road Project, Inc. | Advisory Board member | Not disclosed | Cultural innovation organization |
| Council on Foreign Relations | Member | Not disclosed | Public policy expertise |
Board Governance
- Committee assignments: Audit (Member), Compensation (Member), Nominating & Governance (Chair) .
- Independence: Board determined Stebbins is independent under Sarbanes-Oxley, SEC, NASDAQ, and company guidelines .
- Board/committee activity: Board held 5 meetings in 2024; average director attendance ~95% (all ≥75%). Audit held 8; Compensation 6; Nominating & Governance 5; Technology 5 .
- Leadership: Lead Independent Director role (William J. Post) in place; presides over executive sessions and sets agendas with the Chair/CEO liaison duties .
- Majority vote standard with resignation policy for incumbent directors receiving < majority support (board must act and disclose rationale within 90 days) .
- Special meeting rights: 25% holders (continuous ≥1 year) may call special meetings under revised bylaws post-2024 AGM .
- Insider trading/hedging policy: Prohibits short sales, buying/selling options/derivatives on company securities, and purchasing company securities on margin .
Fixed Compensation
| Component | Structure | 2024 Amount | Notes |
|---|---|---|---|
| Annual cash retainer | All non-associate directors | $100,000 | Paid quarterly |
| Committee chair retainer | Nominating & Governance Chair | +$15,000 | Applies to Paul H. Stebbins |
| Total cash fees (Stebbins) | Retainer + chair fee | $115,000 | Paid in cash |
| Perquisites | None provided to directors | n/a | Reimburse reasonable expenses only |
| Ownership guideline | 5× cash retainer | $500,000 value target | 5-year compliance window; all directors met or on track as of 12/31/2024 |
Performance Compensation
Directors receive fully vested stock (no performance conditions), granted quarterly; the company does not time grants around undisclosed material information .
| Quarter (2024) | Grant date | Fair value (Stebbins) |
|---|---|---|
| Q1 | Mar 31, 2024 | $45,070 |
| Q2 | Jun 30, 2024 | $45,092 |
| Q3 | Sep 30, 2024 | $45,149 |
| Q4 | Dec 31, 2024 | $45,117 |
| Total stock awards (2024) | — | $180,428 |
Other Directorships & Interlocks
| Company | Exchange/listing | Role | Interlocks/Conflicts |
|---|---|---|---|
| World Kinect Corporation | Public (U.S.) | Chair Emeritus; Director (since 1995) | No First Solar compensation committee interlocks or reciprocal board relationships disclosed; committee members (incl. Stebbins) were not FSLR officers, and no FSLR executives served on entities where those executives sit on FSLR’s comp committee . |
Expertise & Qualifications
- Significant CEO-level leadership in a global energy-related public company; energy industry acumen informs strategic innovation and growth .
- Public policy expertise; governance and risk management insights valuable to FSLR’s board and management .
Equity Ownership
| Holder | Shares beneficially owned | % of outstanding | Reference base (shares outstanding) |
|---|---|---|---|
| Paul H. Stebbins | 21,454 | <1% | 107,240,417 shares (record date 3/20/2025) |
- Director stock ownership guideline: 5× cash retainer ($500,000) with 5 years to comply; all directors met or were on-track by 12/31/2024 .
- Hedging and margin purchases prohibited by policy; further aligns director interests with stockholders .
Compensation Committee Analysis
- Membership (2024): Chair Michael Sweeney; members Molly E. Joseph, William J. Post, Paul H. Stebbins, Norman L. Wright; Chapman served until May 8, 2024 .
- Independent advisor: Willis Towers Watson (WTW) engaged; total fees paid by FSLR in 2024 were ~0.002% of WTW’s $9.9B revenue; independence evaluated and affirmed (segregated teams; annual certifications; no business/personal relationships with committee) .
- No interlocks: No member was an FSLR officer; no cross-comp committee/board interlocks with entities where FSLR executives serve .
Director Compensation Structure (Context)
| Element | Cash | Equity |
|---|---|---|
| Base (all non-associate directors) | $100,000 per year | $180,000 per year (fully vested stock, granted quarterly) |
| Chair adders (select roles) | Audit Chair +$35,000; Comp Chair +$25,000; Other Chairs +$15,000; Lead Independent +$30,000 | — |
Say-on-Pay & Shareholder Feedback (Company context)
- 2024 say-on-pay approval: >94% of votes cast .
- 2023 “say-when-on-pay”: 98% selected annual frequency; board adopted annual vote cycle .
Potential Conflicts / Related Party Exposure
- Proxy discloses related-party transactions tied to another director’s family (Ms. George) and supplier consultancy; none disclosed involving Stebbins since December 31, 2023 .
- Audit Committee charter requires review/approval of related-party transactions to ensure arm’s-length terms .
Governance Assessment
- Stebbins’ role as Nominating & Governance Chair positions him at the center of board composition, performance assessment, ESG oversight, and proxy access governance, supporting board effectiveness .
- Independence and multi-committee membership (Audit, Compensation) enhance cross-functional oversight; board maintains majority vote/resignation policy and robust lead independent director structure—positive signals for investor confidence .
- Compensation alignment: Director pay mix favors equity (fully vested stock) with clear ownership guidelines; no director perquisites; quarterly grants avoid timing advantages—supports alignment and transparency .
- Risk controls: Prohibitions on hedging and margin; active risk oversight across committees; strong internal audit access; comp committee uses independent consultant with rigorous independence review .
- Red flags: None disclosed specific to Stebbins, including pledging, related-party transactions, or attendance shortfalls; overall board attendance averaged ~95% in 2024 .