Cathy Behnen
FTC SolarAbout Cathy Behnen
Cathy Behnen (age 61) is Chief Financial Officer of FTC Solar; she served as interim CFO starting November 3, 2023 and was appointed CFO on a permanent basis effective February 12, 2024. She has been the Company’s Chief Accounting Officer since 2020 and is a Certified Public Accountant with a BS in Accounting from the University of Missouri–Columbia and an MBA from Saint Louis University. Prior roles span >20 years in finance leadership, including Penn National Gaming’s Hollywood Casino Jamul–San Diego (CFO/VP Finance), The Cosmopolitan of Las Vegas (VP Finance & Corporate Controller), SunEdison (Head of Global Audit; VP Business Operations), and partner at RubinBrown LLP. FTC Solar reported Q3 2023 revenue of $30.5 million during the leadership transition period; Behnen signed the accompanying 8-K and press release as CFO.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Penn National Gaming – Hollywood Casino Jamul–San Diego | CFO and VP of Finance | 2017–2020 | Financial leadership translating business issues into improved processes and profitability. |
| The Cosmopolitan of Las Vegas | VP of Finance and Corporate Controller | 2015–2017 | Finance leadership and corporate control responsibilities. |
| SunEdison | Head of Global Audit; VP of Business Operations | 2010–2015 | Audit leadership and operations/business execution experience in solar industry. |
| RubinBrown LLP | Partner | N/A | Public accounting and advisory expertise. |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $307,649 | $381,250 |
| Target Bonus (%) | 60% of base salary (officer bonus plan) | 60% of base salary |
| Actual Bonus Paid ($) | $54,638 (paid in RSUs in Q1 2023) | $0 (no bonus pool funded in 2024) |
Additional current compensation terms: As of January 1, 2025, base salary is $390,000 and target annual cash bonus is 60% of base salary.
Summary compensation detail (multi‑year):
| Component | 2023 | 2024 |
|---|---|---|
| Salary ($) | $307,649 | $381,250 |
| Bonus ($) | $54,638 | — |
| Stock Awards ($) | $266,418 | $141,120 |
| All Other Compensation ($) | $100 | $10,490 (life insurance $640; 401(k) match $9,850) |
| Total ($) | $628,805 | $522,370 |
Performance Compensation
Annual incentive framework (company‑wide “Critical Success Factors”):
- Metrics cover safety/environmental, quality, delivery, revenue, financials, people/HR, products/solutions (incl. R&D) and long‑term value; bonuses are determined by Board/CEO based on achievement levels and individual performance adjustments.
| Plan Period | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Q1 2023 | Critical Success Factors (company‑wide) | Not disclosed | 60% of base salary (officer plan) | 100% of target achieved at company level | $54,638 paid in RSUs (Cathy Behnen) | RSUs in lieu of cash bonuses vested immediately upon grant |
| Full‑year 2024 | Critical Success Factors | Not disclosed | 60% of base salary | Achievement insufficient for bonus pool funding | $0 | N/A |
Long‑term equity awards:
- Initial RSU grant upon permanent CFO appointment on February 12, 2024: 20,000 time‑based RSUs, grant date fair value $141,120; standard vesting is 25% at first anniversary and 1/48 monthly thereafter over four years.
- 2023 RSUs with market conditions: earned/vested in specified percentages upon achievement of three stock‑price hurdles over four years; no amounts had been earned under market RSUs as of the proxy dates.
Equity Ownership & Alignment
Beneficial ownership:
| As‑of Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Oct 7, 2024 | 216,853 | <1% |
| Apr 14, 2025 | 27,080 | <1% |
Outstanding equity awards (as of Dec 31, 2024):
| Category | Unvested Shares (#) | Market Value ($) | Unearned Performance/Market RSUs (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| RSUs (time‑based) | 25,908 | $142,753 (at $5.51 closing price) | — | — |
| RSUs (market/performance) | — | — | 40,000 | $220,400 |
| Stock Options | — | — | — | — |
Ownership/hedging/pledging policies:
- Insider Trading Policy prohibits hedging or transactions designed to offset declines in Company securities; all employees undergo annual training. Board approved waivers in 2021 permitting directors (not executives) to undertake margin loans and hedging transactions.
- Clawback Policy (effective July 27, 2023) requires recovery of incentive‑based compensation for covered executives upon a required accounting restatement, with a 3‑year lookback; no recoveries reported to date.
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Effective April 30, 2021 for Chief Accounting Officer role; CFO interim appointment Nov 3, 2023; permanent CFO appointment Feb 12, 2024. |
| Current Base Salary | $390,000 as of Jan 1, 2025. |
| Target Annual Bonus | 60% of base salary. |
| Severance (without Cause / for Good Reason) | 1.0x base salary paid over 12 months; any earned but unpaid prior‑year bonus plus prorated current‑year bonus (based on actual performance); lump‑sum payment equal to COBRA cost for 18 months. |
| Change‑in‑Control | If qualifying termination within 12 months post‑CIC: full vesting of unvested equity awards (performance awards at target); reimbursement of legal fees related to termination disputes. Plan‑level CIC definitions also provide accelerated vesting upon double trigger. |
| Restrictive Covenants | 18‑month non‑competition and non‑solicitation. |
| Pension/Deferred Compensation | No pension or non‑qualified deferred compensation plans for named executive officers. |
| Clawback | Dodd‑Frank/SEC/Nasdaq‑compliant clawback adopted July 27, 2023 (3‑year lookback, restatement trigger). |
| Perquisites/Benefits | 401(k) matching $9,850 (2024); company‑paid life insurance $640 (2024). |
Investment Implications
- Pay‑for‑performance alignment: Behnen’s annual bonus is fully at risk and paid based on multi‑factor “Critical Success Factors”; zero payout in 2024 indicates discipline on performance funding. Initial CFO RSUs vest over four years, reinforcing retention and alignment.
- Vesting cadence and potential selling pressure: Standard RSU vesting of 25% at year‑1 and 1/48 monthly thereafter creates ongoing delivery of shares, which can lead to periodic sales in trading windows; anti‑hedging policy reduces misalignment risk.
- CIC/severance economics: A modest 1.0x base salary severance plus prorated bonus and COBRA (18 months) limits cash burn, while double‑trigger full vesting at target enhances retention but elevates potential CIC equity acceleration.
- Ownership and skin‑in‑the‑game: Behnen’s direct beneficial ownership is <1% with meaningful unvested equity outstanding (time‑based and market/performance RSUs), indicating alignment primarily via prospective equity rather than current ownership concentration.
- Governance controls: Formal clawback policy and insider trading prohibitions (with director‑only waivers in 2021) mitigate governance risks; absence of pension/deferred comp reduces long‑tail obligations.