Pablo Barahona
FTC SolarAbout Pablo Barahona
Pablo Barahona (age 63) is an independent Class I director appointed on August 12, 2024 and nominated for election to a three-year term through the 2028 annual meeting. He previously served as President of Global Retail Markets West at Liberty Mutual (2016–2024) and earlier led Liberty Seguros in Brazil and Chile; he holds a master’s in economics from Duke University and a BA from Universidad de Chile .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Mutual | President, Global Retail Markets West | Jan 2016 – Jun 2024 | Led multi-country retail operations |
| Liberty Seguros Brazil | President & CEO | 2012 – 2014 | Country leadership |
| Liberty Seguros Chile | President & CEO | Prior to 2012 | Country leadership |
| Asesorias e Inversiones Benjamin S.A. | General Manager | Earlier career | Financial services management |
| Compañía de Seguros PanAmerican | CEO | Earlier career | Insurance operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Liberty Mutual subsidiaries (Spain, Colombia, Ecuador, Brazil, Chile, Portugal) | Chairman of the Board | 2011 – 2019 | Multi-jurisdiction subsidiary chair roles |
Board Governance
- Classification: Class I director; term expiring at the 2025 annual meeting; nominated for a three-year term to 2028 .
- Independence: Board affirmatively determined Barahona is independent under Nasdaq rules .
- Committees: Audit Committee member; Audit Committee chaired by Dean Priddy (members: Priddy, Barahona, Sadasivam) .
- Audit Committee expertise: Board formally designated Priddy and Sadasivam as “audit committee financial experts” under Item 407(d)(5); the Board’s diversity matrix marks Barahona with audit committee financial expert attributes, but narrative designation is limited to Priddy and Sadasivam .
- Attendance: In 2024, he attended one of two scheduled meetings following his appointment; present at the Oct 30, 2024 Board meeting, absent from the Oct 29, 2024 Audit Committee meeting (below the 75% threshold for his partial-year service) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non-employee director retainer; Barahona earned $50,000 in 2024 |
| Committee membership fees | $0 | Non-chair members receive no additional fees |
| Committee chair fees | N/A | Not a chair; audit chair fee would be $20,000 if applicable |
| Board chair premium | N/A | Not applicable; board chair premium is $30,000 |
| Meeting fees | None disclosed | No meeting fees specified |
| Other benefits | Partial health insurance reimbursement (at director’s election) | Discretionary by Compensation Committee |
Performance Compensation
- Structure: Time-based RSUs only; annual grants and initial grants vest per schedule; no director performance-vesting metrics disclosed.
- Initial RSU grant upon election: 16,960 shares; grant date fair value $35,752; vest in three equal installments on first three anniversaries of grant date .
- Annual RSU grant framework: Board-specified number; time-based vesting in one year (2024 framework and policy updates described below) .
Director Equity Grant Details (2024)
| Grant Type | Shares (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| Initial RSU (upon election) | 16,960 | $35,752 | 1/3 annually over 3 years, time-based |
Director Compensation Policy Evolution
- Cash retainer and chair fees remained consistent (cash retainer $50,000; chair fees: Audit $20,000; Compensation $15,000; Nominating $10,000) .
- Equity policy:
- Earlier policy: Initial RSU valued at $240,000; annual RSU valued at $160,000; time-based vesting .
- 2024 update: Initial grant sized at 1.5× the annual grant shares; annual grant equals 50% of awards valued at $155,000 plus 50% based on median peer director award percentage applied to FTCI’s shares outstanding; time-based vesting; grants at appointment and annual meeting .
Other Directorships & Interlocks
| Company | Role | Dates | Interlocks/Notes |
|---|---|---|---|
| Liberty Mutual subsidiaries (various countries) | Chairman | 2011–2019 | Insurance subsidiaries; no public interlocks disclosed |
Expertise & Qualifications
- Global business leadership, executive leadership, public company experience (skills matrix) .
- Advanced degree: Master’s in Economics, Duke; BA, Universidad de Chile .
- Audit/financial literacy: Serves on Audit Committee; Board states all Audit Committee members meet Nasdaq financial literacy; formal “financial expert” designation limited to Priddy and Sadasivam .
Equity Ownership
| Metric | Q1 2025 | Q2 2025 |
|---|---|---|
| Shares beneficially owned | 4,000 | 11,914 |
| Percent of shares outstanding | <1% | <1% |
| Shares outstanding (basis for % in filing) | 13,068,309 | 14,872,017 |
Related-Party Transactions and Potential Conflicts
- Debt and Warrant Offering (Dec 4, 2024): FTCI sold $15.0M of senior secured notes and issued warrants; a Board member, Pablo Barahona, invested $500,000 in the Investor that financed the purchase price of the offering. This Item 404 transaction creates an indirect financial interest with a financing counterparty to the company .
- Audit Committee oversight includes reviewing and overseeing related-party transactions and establishing procedures for complaints regarding accounting matters .
RED FLAG: Barahona’s $500,000 investment in the Investor that financed FTCI’s notes/warrants (Dec 2024) represents a disclosed related-party transaction and potential conflict vector, particularly given his Audit Committee role overseeing related-party reviews .
Governance Assessment
- Strengths: Independent director with deep global operating and governance experience; Audit Committee member; Board confirms Nasdaq independence and committee financial literacy; time-based equity aligns director incentives with shareholders .
- Watch items:
- Partial-year attendance shortfall (1 of 2 meetings) immediately after appointment; monitor future attendance to ensure engagement .
- Related-party financing connection via $500,000 investment in the Investor; ensure robust Audit Committee recusal/oversight on any matters related to the financing counterparty .
- Ownership alignment currently small (<1%); although standard for directors, continued accumulation via RSU vesting may improve alignment over time .
- Compensation structure: Market-standard cash retainers and time-based RSUs; no performance metrics or option awards disclosed for directors, limiting pay-for-performance levers at the board level .