Ahmad Chatila
FTC SolarAbout Ahmad Chatila
Ahmad Chatila is a co‑founder of FTC Solar and has served on the Board since January 2017. He is age 57, Class III director, with his current FTC Board term expiring in 2027; he holds a BS in Electrical Engineering (Arizona State), MS in Electrical Engineering (Cornell), and completed the Stanford Executive Program . As of April 14, 2025, he beneficially owned 228,767 shares (1.8%); as of July 9, 2025, 228,767 shares (1.5%) reflecting a larger share base, including 1,231 shares issuable from vested RSUs . The Board did not classify him as independent in 2025 (independent directors named: Barahona, Hung, Jackson, Priddy, Sadasivam, Springer, Sultan) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SunEdison, Inc. | Chief Executive Officer and Director | 2009–2016 | Company filed for bankruptcy in 2016 |
| Cypress (Memory & Imaging Division) | Executive Vice President | 2005–2009 | Semiconductor operations leadership |
| Enphase Energy, Inc. | Transformation Architect | 2017–2020 | Operational transformation support |
| TerraForm Power, Inc. | Chair of Board | Prior role (date not specified) | Past public company chairmanship |
| TerraForm Global, Inc. | Chair of Board | Prior role (date not specified) | Past public company chairmanship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fenice Investment Group | Managing Partner | Since 2017 | Private investment role |
| Dimension Renewable Energy | Co‑founder; Director | Since 2018 | Private company board |
| Akra Inc. | Director | Not disclosed | Private company |
| Ohmium, Inc. | Director | Not disclosed | Private company |
| SunEdison Infrastructure Limited | Director | Not disclosed | Private company |
Board Governance
- Committee memberships: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees in 2025; those committees comprise Priddy (Audit Chair), Barahona, Sadasivam (Audit); Sadasivam (Compensation Chair), Hung, Priddy (Compensation); Hung (Nominating Chair), Sadasivam, Priddy (Nominating) .
- Independence: Not classified as independent by the Board in 2025 (independent directors named exclude Chatila) .
- Attendance: In 2024 there were 5 Board meetings; 4 Audit; 6 Compensation; 3 Nominating. No current director attended <75% of meetings, other than Barahona during his partial year; implies Chatila met the 75% attendance threshold .
- Tenure and term: On FTC Board since 2017; current term expires in 2027 .
- Board leadership: Shaker Sadasivam is independent Chair and serves lead director duties per guidelines .
Fixed Compensation
| Component | Program Terms | 2024 Amount (Chatila) |
|---|---|---|
| Annual Board Cash Retainer | $50,000 for non‑employee directors | $0 (elected not to accept; donated his retainer to Director Tamara Mullings) |
| Committee Membership Fees | None for non‑chairs | $0 |
| Committee Chair Fees | Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $10,000 | Not applicable (not a chair) |
| Meeting Fees | Not disclosed/applicable | Not disclosed/applicable |
In the 2024 Director Compensation Table, Chatila shows no cash or stock awards for 2024, consistent with his election to decline retainer and RSU grants .
Performance Compensation
| Element | Policy Detail | 2024 (Chatila) | Vesting/Performance |
|---|---|---|---|
| Initial RSU Grant (upon appointment) | Historically valued at $240,000 (2023 policy); in 2024 sized at 1.5× annual grant share count determined by Board | Not applicable in 2024 | Time‑based: 1/3 annually over 3 years |
| Annual RSU Grant | 2023 policy: $160,000 grant value; 2024 policy: award sized by 50% of shares valued at $155,000 plus 50% based on peer median equity grant as % of shares outstanding | $0 (elected not to accept his 2024 RSU award) | Vests fully 1 year from grant (time‑based) |
| Other Director Equity/Benefits | Health insurance reimbursement at director’s election | Not disclosed for Chatila | N/A |
No director performance metrics (revenue, EBITDA, TSR) are tied to director RSUs; director equity is time‑based vesting only .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict |
|---|---|---|
| ARC Family Trust | >5% holder; established by Chatila for family beneficiaries; Sadasivam (FTC Chair) is trustee with shared voting/dispositive power | Related parties on both sides (Chatila founder; Sadasivam trustee) could create perceived influence in governance matters; Company acquired 312,500 ARC shares for no consideration in July 2023 (retired) – a related party transaction . |
| Registration Rights Agreement parties | Includes ARC Family Trust, Chatila, Sadasivam, Priddy, Hung, Springer and others (directors/large holders) | Broad registration rights among insiders; standard but underscores related‑party ecosystem . |
Expertise & Qualifications
- Industry: Deep solar and semiconductor experience (SunEdison CEO; Cypress EVP; transformation role at Enphase) .
- Board experience: Prior chair at Terraform Power/Global; multiple private boards in renewables and technology .
- Education: BS EE (Arizona State), MS EE (Cornell), Stanford Executive Program .
Equity Ownership
| Date | Shares Beneficially Owned | % Outstanding | RSUs/Options Noted |
|---|---|---|---|
| Oct 7, 2024 (pre reverse split) | 1,951,046 | 1.5% | 12,308 RSUs vested but not yet issued |
| Apr 14, 2025 | 228,767 | 1.8% | 1,231 shares to be issued from vested RSUs |
| Jul 9, 2025 | 228,767 | 1.5% | 1,231 shares to be issued from vested RSUs |
Additional insider ecosystem: ARC Family Trust beneficially owned 1,174,086 shares (7.9%) as of Jul 9, 2025; trustee is Chair Sadasivam (shared voting/dispositive power) .
Governance Assessment
-
Strengths
- Extensive industry and public company governance experience; brings solar and semiconductor domain depth .
- Met attendance expectations in 2024; only Barahona fell below 75% during his partial term .
- Opted to forego 2024 director cash retainer and RSU award to preserve equity for employees and reduce dilution; signals sensitivity to dilution and employee alignment .
-
Concerns and RED FLAGS
- Independence: Not classified as independent in 2025; co‑founder status and related relationships may limit independence .
- Related party transactions: ARC Family Trust (founded by Chatila) is a >5% holder and the company acquired 312,500 Trust shares for no consideration in 2023; optics and process rigor around related‑party approvals are key .
- Insider trading policy waivers: Board‑approved waivers in 2021 allow directors to undertake margin loans and hedging transactions in FTC stock, which can weaken alignment; monitor any pledging/hedging disclosures (no specific pledging by Chatila disclosed) .
- Track record risk: SunEdison bankruptcy under his CEO tenure (2016) may concern investors; weigh against subsequent transformation roles and current contributions .
Compensation Committee Analysis
- Composition: Compensation Committee comprises Sadasivam (Chair), Hung, Priddy; all meet heightened Nasdaq independence; uses Aon Human Capital Solutions as independent consultant .
- Consultant conflicts: Aon provided only compensation services (including valuation of CEO market‑condition RSUs) in 2024; Committee determined no conflict of interest .
- Director pay structure: Cash retainer per policy; annual RSUs time‑based; 2024 annual RSU sizing incorporated peer median equity grant methodology to balance cash conservation and retention .
Related Party Transactions (Chatila‑Relevant)
- ARC Family Trust share acquisition: On July 5, 2023, the company acquired 312,500 FTC shares held by ARC Family Trust for no monetary consideration and retired them; concurrent RSU grants to Board Observer Alvarez (250,000 pre‑split) and Audit Chair Priddy (62,500 pre‑split) vested at 1‑year .
- Registration rights agreements: ARC Family Trust, Chatila and several directors are parties to registration rights agreements (initial 2021; amendment 2022), standard but underscores insider coordination .
Director Compensation (Recent)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | — | — (donated retainer to Mullings) |
| Stock Awards ($) | — | — (declined RSU award) |
| Total ($) | — | — |
Notes on Governance Policies
- Clawback: Company adopted Dodd‑Frank/Nasdaq‑compliant clawback policy effective July 27, 2023; equity awards under the 2021 Plan (including director RSUs) are subject to clawback .
- Director annual grant cap: Non‑employee directors may not receive awards whose grant date fair value plus cash fees exceed $750,000 in a calendar year (or $1,000,000 upon initial appointment) .
Summary Implications for Investors
- Chatila brings relevant operational and governance experience but is not classified as independent; investors should monitor related‑party dynamics involving ARC Family Trust and committee independence balance .
- His 2024 decision to forego compensation moderates dilution and may signal alignment; however, Board‑level hedging/margin loan waivers are a structural governance weakness to watch for actual usage disclosures .
- No director‑specific performance pay; alignment principally via share ownership; his direct ownership is modest (~1.5–1.8%), with additional ecosystem exposure via ARC Family Trust managed by the independent Chair .