Darrell Jackson
FTC SolarAbout Darrell Jackson
Darrell Jackson (age 67) was appointed as an independent Class I director at FTC Solar on April 28, 2025; he is standing for election to a three-year term expiring at the 2028 annual meeting. He holds a BA in Communications from St. Xavier University and an Executive MBA from Kellogg (Northwestern). His background spans CEO roles and senior financial leadership in banking and wealth management, including CEO of Seaway Bank & Trust and nearly two decades at Northern Trust in executive roles. The Board has affirmatively determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Efficace Group | CEO | Mar 2018 – Present | Executive coaching/consulting (capital markets, leadership) |
| Seaway Bank & Trust Company | President & CEO | Aug 2014 – Oct 2015 | Led community bank; executive oversight |
| Northern Trust Company | EVP & President, Wealth Management; SVP, Group Executive, Private Client Services; other progressive corporate roles | Jan 1995 – Jul 2014 | Senior leadership across private client services and wealth management |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Janus Henderson Investors Mutual Fund Board of Trustees | Trustee | Public fund complex | Board of Trustees oversight |
| Amalgamated Financial Corporation | Independent Director | Public company | Parent of Amalgamated Bank of New York |
| Amalgamated Bank of New York | Independent Director | Public (subsidiary) | Bank subsidiary board |
| Dome Construction, Inc. | Director | Private | Board service |
| William R. Gray and Company (DBA Gray-Bowen-Scott) | Director | Private | Board service |
Board Governance
- Board class and term: Class I; nominated for election to a term expiring in 2028.
- Independence: Board determined Jackson is independent under Nasdaq rules.
- Committee assignments: As of April 30, 2025, Audit (Priddy, Barahona, Sadasivam), Compensation (Sadasivam, Hung, Priddy), and Nominating & Corporate Governance (Hung, Sadasivam, Priddy); Jackson was not listed on any committee at that time.
- Board leadership: Chair Shaker Sadasivam is independent and functions as lead director; independent director coordination handled by the chair.
- Attendance context: In 2024 there were 5 Board meetings; Audit (4), Compensation (6), Nominating (3). All directors serving in 2024 attended ≥75% of meetings except Barahona (joined Aug 2024) who attended 1 of 2 meetings after appointment; Jackson was appointed in 2025, so no 2024 attendance metrics apply.
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual Board cash retainer | $50,000 | Payable at beginning of year or upon service start |
| Board Chair additional retainer | $30,000 | For service as non-employee chair |
| Committee membership fees | None | Non-chair members receive no additional compensation |
| Audit Committee chair retainer | $20,000 | Additional cash for chair role |
| Compensation Committee chair retainer | $15,000 | Additional cash for chair role |
| Nominating & Corporate Governance chair retainer | $10,000 | Additional cash for chair role |
| Health insurance reimbursement | Available at director’s election | Partial reimbursement as determined by Compensation Committee |
Performance Compensation
| Equity Component | Grant Formula | Vesting | Notes |
|---|---|---|---|
| Initial RSU grant (upon appointment) | 1.5x annual RSU grant size | Vests in 3 equal annual installments | Subject to continued Board service |
| Annual RSU grant | 50% based on awards valued at $155,000; 50% based on peer median equity award ratio × FTCI shares outstanding | Vests after 1 year | Granted at appointment and at each annual meeting thereafter |
| Non-employee director award cap | ≤$750,000 grant date fair value per calendar year (incl. cash fees), ≤$1,000,000 upon initial appointment | N/A | Applies to total director compensation |
Clawback and plan governance: All awards under the 2021 Stock Incentive Plan are subject to FTC Solar’s clawback policy adopted July 27, 2023 and applicable laws/stock exchange listing requirements.
Other Directorships & Interlocks
| External Board | Overlap/Counterparty | Potential Interlock Risk |
|---|---|---|
| Amalgamated Financial Corporation; Amalgamated Bank of New York | Banking services provider | Potential counterparty risk if FTC Solar maintains banking relationships; no related-party transactions disclosed with these entities. |
| Janus Henderson Mutual Funds | Asset management fund complex | Generally low operational conflict with FTC Solar’s operations; no related-party transactions disclosed. |
| Dome Construction; Gray-Bowen-Scott | Private companies | No related-party transactions disclosed. |
- Related party transactions oversight resides with the Audit Committee, which reviews and develops policies for such transactions. No Jackson-related transactions are disclosed.
Expertise & Qualifications
- Capital markets and complex financial transactions expertise; senior leadership across wealth management and private client services (Northern Trust).
- Public company governance experience (Amalgamated Financial, Janus Henderson mutual funds).
- Executive leadership capabilities from CEO roles (Seaway Bank; The Efficace Group).
- Board’s skills matrix reflects public company experience and executive leadership among directors; Jackson is listed among independent directors.
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| April 14, 2025 | — | <1% |
| July 9, 2025 | — | <1% |
- Vested vs. unvested breakdown: Not disclosed for Jackson.
- Pledging/Hedging: Company insider trading policy prohibits hedging, but the Board approved waivers in 2021 allowing directors to undertake margin loans and hedging transactions; no Jackson-specific hedging/pledging disclosures. Potential alignment risk if used.
Governance Assessment
- Independence and qualifications: Jackson meets Nasdaq independence, brings deep financial and public board experience—positive for audit/finance oversight and investor confidence.
- Committee impact: Not assigned to a committee as of April 30, 2025; given background, potential future Audit Committee placement could strengthen financial oversight. Current Audit, Compensation, and Nominating committees are fully independent.
- Ownership alignment: No beneficial ownership as of April/July 2025; alignment will primarily come via standard director RSU grants (initial and annual) under FTCI’s director compensation policy.
- Compensation structure: Balanced cash retainer with equity RSUs; annual RSU grant formula partially tethered to peer medians, which can mitigate pay inflation relative to size. Director equity awards are subject to an annual cap, reducing outsized grants—investor-friendly.
- Conflicts and related parties: No Jackson-specific related-party transactions disclosed. Audit Committee oversight practices and formal policy are in place.
- RED FLAGS:
- Insider trading policy waivers (2021) allowing margin loans and hedging for directors could undermine alignment with long-term shareholders if utilized; monitor for any pledging/hedging by Jackson (none disclosed).
- Low personal share ownership as of mid-2025 may limit “skin-in-the-game” perception until standard director RSU grants accumulate.
Overall signal: Jackson’s appointment adds capital markets and governance depth at a time FTC Solar is managing financing, dilution, and strategic execution; independence, external public board experience, and a standard director pay/RSU framework support governance quality, with monitoring warranted on any use of hedging/margin waivers and future committee assignments.