David Springer

About David Springer

David Springer is a co‑founder of FTC Solar and has served on the Board since January 2017. He previously served as CEO (Jan 2017–May 2019) and EVP, Field Operations (May 2019–Apr 2021), and is currently Chief Operating Officer of Recurrent Energy. Earlier roles include COO of Solar Materials at SunEdison (2013–2016), VP of Manufacturing at MEMC Electronic Materials (2011–2013), and multiple manufacturing leadership positions at Freescale Semiconductor (2005–2011); he began his career as a U.S. Navy submarine officer. Springer holds a B.S. in engineering from the United States Naval Academy .

Past Roles

External Roles

Board Governance

• Class I director; nominated in 2025 for a term expiring at the 2028 annual meeting .
• Independence: Board affirmatively determined Springer is independent under Nasdaq rules (2024 proxy determination) .
• Committee assignments: No current service listed on Audit, Compensation, or Nominating & Governance committees for Springer .
• Attendance: In 2023 and 2024, all directors (except one new appointee in 2024) attended ≥75% of Board/committee meetings; Springer met the threshold .

Fixed Compensation

Director pay framework (non‑employee directors): annual cash retainer $50,000; Chair of Board +$30,000; committee chair retainers (+$20k Audit, +$15k Compensation, +$10k Nominating). Non‑chair committee members receive no extra cash. In 2023, directors elected equity in lieu of cash retainers .

Notes:

• 2023 equity structure included immediate-vest RSUs both in lieu of cash retainer and as annual grants .
• 2024 reported annual RSU value for directors was $44,076 with 9,045 RSUs granted to Springer; vesting at first anniversary .

Performance Compensation

• Non‑employee director equity is primarily time‑based RSUs; annual grants vest in one year; initial appointment RSUs vest in three equal annual installments .
• No performance metrics or PSU awards for directors disclosed.

Other Directorships & Interlocks

Expertise & Qualifications

• Executive leadership in solar and semiconductors; operations and manufacturing depth; global business experience .
• Engineering degree from U.S. Naval Academy; Board skills matrix attributes include executive leadership, public company experience, solar industry experience, semiconductor experience .

Equity Ownership

Beneficial ownership progression and context reflect reverse split/share count changes in 2024–2025 disclosures.

Holdings breakdown (latest detailed footnotes):

• 2025 proxy: 771,132 shares held directly; plus 9,045 shares issuable from RSUs vesting within 60 days; plus DS 2022 GRAT 49,136; ZS/NS/AS 2021 Trusts 33,615 each, with Springer as sole trustee/power to substitute assets .
• 2025 special proxy: 780,177 direct; DS 2022 GRAT 49,136; ZS/NS/AS 2021 Trusts 33,615 each; similar trustee/power to substitute .

Related-Party Exposure and Policies

• Insider Trading Policy: Board approved waivers in 2021 allowing directors to undertake margin loans and hedging transactions (collars, swaps, etc.), though policy otherwise prohibits hedging; no specific disclosure that Springer used these waivers. Allowance itself is a potential misalignment risk .
• Registration Rights Agreement: Springer and related trusts are parties, alongside other insiders and major holders .
• No transactions disclosed between FTC Solar and Recurrent Energy involving Springer .

Compensation Structure Analysis

• Shift from equity‑heavy 2023 (immediate‑vest RSUs including retainer in equity) to smaller annual RSU values in 2024 ($44,076) and return to cash retainer ($50,000) indicates reduced equity dilution and more fixed cash mix for directors .
• Director equity methodology updated in 2025 proxy: annual RSUs sized via a blended formula—50% based on $155,000 value and 50% tied to peer median percent‑of‑outstanding shares—while vesting remains time‑based; this increases transparency but not performance linkage .
• Use of independent compensation consultant (Aon) and committee independence affirmed; consultant reported no conflicts .

Say‑on‑Pay & Shareholder Feedback

• Compensation Committee composition and consultant engagement detailed; say‑on‑pay vote percentages not disclosed in available proxy excerpts; no low approval events noted .

Governance Assessment

• Strengths: Independent director with deep solar/manufacturing operations background; meaningful beneficial ownership with multi‑year continuity; strong attendance; no committee interlocks or related‑party transactions tied to Springer .
• Weaknesses/RED FLAGS: Board‑level waiver permitting director margin loans and hedging is shareholder‑unfriendly and can reduce alignment; monitor Form 4 filings and any pledging disclosures closely .
• Committee Influence: Not serving on key committees limits direct impact on audit/comp governance; however, independence and tenure provide continuity .
• Overall: Ownership alignment is solid; governance quality acceptable with independent oversight and consultant use, but hedging/margin loan waivers warrant ongoing scrutiny for potential misalignment signals .

Monitor for: any pledging activity, hedging transactions utilization, changes to director equity sizing under the blended formula, and potential business intersections with Recurrent Energy that could introduce related‑party dynamics .