William Post
FIRST SOLARAbout William J. Post
William J. Post (age 74) serves as Lead Independent Director of First Solar and has been on the board since 2010. He is the retired Chair and CEO of Pinnacle West Capital Corporation (parent of Arizona Public Service), bringing decades of utility-sector leadership and deep ties in the Southwestern U.S. Post holds a B.S. from Arizona State University and has received multiple civic and industry honors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinnacle West Capital Corporation | Chair & CEO | Chair 2001–2010; CEO through April 2009; retired April 2010 | Led utility operations and governance; deep utility market expertise |
| Arizona Public Service | Various officer roles; Board member | Joined 1973; APS board since 1995 | Utility operations leadership; customer and community insights |
| Pinnacle West Board | Director | Since 1997 | Governance and strategic oversight |
| Swift Transportation; SunCor Development; Stagg Information Systems; Nuclear Assurance Corp.; Nuclear Electric Insurance Ltd.; Institute of Nuclear Power Operations; El Dorado Investment | Chair (various) | Not disclosed | Industry operations, risk oversight, and safety leadership |
| Phelps Dodge Corporation; U.S. Airways | Director | Not disclosed | Public company board experience and governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Translational Genomics Research Institute | Chair of the Board | Current | Biomedical research governance |
| Blue Cross Blue Shield of Arizona | Director | Current | Healthcare payer governance |
| City of Hope | Director | Current | Healthcare/non-profit governance |
| Arizona State University Enterprise Partners Foundation | Chair | Current | University-related foundation governance |
Board Governance
- Lead Independent Director: Selected unanimously by independent directors in July 2023 and again in July 2024 for one-year renewable terms. Responsibilities include presiding at executive sessions, calling meetings of independent directors, approving board agendas, and serving as liaison to stockholders and management .
- Committees: Compensation, Nominating & Governance, and Technology; not a chair on any committee .
- Independence: Determined independent under Sarbanes-Oxley, SEC, NASDAQ standards, and company guidelines; committee memberships are fully independent .
- Attendance and engagement: Board held five meetings in 2024; every director attended ≥75% of meetings, averaging ~95% attendance .
- Stockholder rights: Special meeting right set at 25% ownership with a one-year holding requirement; board opposes lowering the holding period to protect long-term shareholder interests .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-associate director retainer |
| Lead Independent Director cash retainer | $30,000 | Additional annual cash for LID role |
| Annual equity (fully vested common stock, granted quarterly) | $180,428 | Total 2024 grant date fair value |
| Total (Fees Earned + Stock Awards) | $310,428 | 2024 Director Compensation Table |
Notes: Non-associate directors have ownership guidelines of 5× the cash component of the annual retainer ($500,000) to be met within 5 years; as of Dec 31, 2024, all non-associate directors either met or were on track; no perquisites provided .
Performance Compensation
- No performance-based director awards disclosed; director equity grants are fully vested stock issued quarterly, not RSUs/PSUs .
| 2024 Quarterly Stock Awards (Grant Date Fair Value) | Mar 31 | Jun 30 | Sep 30 | Dec 31 |
|---|---|---|---|---|
| Post’s grant value ($) | $45,070 | $45,092 | $45,149 | $45,117 |
Other Directorships & Interlocks
| Company/Entity | Current/Prior | Role | Potential Interlock/Note |
|---|---|---|---|
| Blue Cross Blue Shield of Arizona | Current | Director | No FSLR-related transaction disclosed |
| City of Hope | Current | Director | No FSLR-related transaction disclosed |
| Translational Genomics Research Institute | Current | Chair | Non-profit; no FSLR-related transaction disclosed |
| Pinnacle West / APS | Prior | Chair/CEO; Director | Utility-sector insights; not a related-party transaction; FSLR peer group includes Pinnacle West, bolstering market relevance |
| Phelps Dodge; U.S. Airways; multiple industry organizations | Prior | Director/Chair | Broad governance expertise; no FSLR-related transactions disclosed |
Expertise & Qualifications
- Executive-level utility-sector experience with deep knowledge of growing utility markets and customer perspectives; strong community ties in key regions for FSLR .
- Public company board, executive leadership, risk management, operations/strategic planning, technology and manufacturing/utilities/renewable energy experience; M&A and public policy exposure as reflected in board skills matrix .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of Mar 20, 2025) | 25,889 |
| Ownership % of shares outstanding | Less than 1% |
| Director ownership guidelines | 5× cash retainer ($500,000) |
| Compliance status | All non-associate directors met or were on track as of Dec 31, 2024 |
| Hedging/pledging policy | Prohibits short sales, puts/calls/derivatives, and margin purchases for directors |
Insider Trades
| Date | Filing/Form | Transaction | Notes |
|---|---|---|---|
| Dec 31, 2024 | Form 4 (filed Jan 6, 2025) | Quarterly director stock grant | Company reported late Form 4 filings for all non-associate directors, including Post |
Governance Assessment
- Board effectiveness: Post’s utility leadership and customer perspective enhance technology committee oversight and commercial strategy alignment; LID responsibilities support robust independent oversight and agenda-setting .
- Independence and attendance: Independent under applicable standards with strong aggregate board attendance, supporting confidence in governance processes .
- Compensation and alignment: Balanced cash/equity with quarterly fully vested stock; ownership guidelines and anti-hedging policy promote alignment with long-term shareholders; no director perquisites .
- Compensation committee governance: Member of an independent compensation committee advised by Willis Towers Watson; committee affirmed consultant independence and lack of conflicts; no interlocks identified for Post in FY2024 .
- Related-party and conflicts: No related-party transactions disclosed involving Post; current external roles present minimal conflict risk given absence of FSLR transactions .
- Signals and RED FLAGS:
- Late Form 4 for quarterly director stock grants filed Jan 6, 2025 (administrative lapse; limited impact) .
- Special meeting bylaw retains one-year holding requirement; board rationale emphasizes long-term alignment and resource protection .
- No hedging allowed; share pledging not disclosed—policy mitigates misalignment risks .
Overall, Post’s tenure, independence, and LID role strengthen board oversight and investor confidence; compensation structure and ownership policies support alignment; no material conflicts or related-party exposures disclosed for Post .