Patrick Cook
FTC SolarAbout Patrick Cook
Patrick M. Cook is Senior Vice President, Capital Markets and Business Development at FTC Solar, appointed May 14, 2024; previously Chief Commercial Officer (Mar 31, 2022–May 14, 2024) and Chief Financial Officer & Treasurer (Jul 2019–Mar 31, 2022). He is 41 years old and holds a B.S. in finance and quantitative methods from Bradley University; his remit has included sales, sales engineering and capital markets leadership . FTC Solar’s annual incentive plan tied executive bonuses to “Critical Success Factors” across safety, quality, delivery, revenue, financials, people/HR, products/solutions and long‑term value; payouts occurred only for Q1 2023 and none in 2024, signaling tight pay-for-performance alignment and a conservative bonus funding posture .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FTC Solar | SVP, Capital Markets & Business Development | May 14, 2024–present | Leads capital markets and business development initiatives . |
| FTC Solar | Chief Commercial Officer | Mar 31, 2022–May 14, 2024 | Oversaw sales, sales engineering and capital markets functions . |
| FTC Solar | Chief Financial Officer & Treasurer | Jul 2019–Mar 31, 2022 | Led finance function during post‑IPO scaling . |
| Dot Foods | Corporate Finance Division | Pre‑2019 | Corporate finance experience at a large distributor . |
| SunEdison | VP Capital Markets & Corporate Finance; Treasurer, Solar Energy Business Division | 2011–2017 | Capital markets and treasury leadership in solar . |
| Bank of America | Structured Finance leadership roles; VP Structured Finance | 2006–2011 | Structured finance execution and risk management . |
External Roles
No external public company directorships or committee roles disclosed in FTC Solar’s proxy filings for Mr. Cook; biography lists prior operating and finance roles only .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 485,393 | 352,724 | 358,943 |
| Target Bonus (% of salary) | 60% (as of Jan 1, 2023) | 60% (as of Jan 1, 2023) | 70% (as of Jan 1, 2025) |
| Actual Bonus Paid ($) | 270,398 | 76,510 (paid in RSUs for Q1’23) | — (no 2024 bonus paid) |
| All Other Compensation ($) | 10,303 | 13,105 | 66,986 (incl. $53,569 sales commissions; $13,320 401(k); $97 life insurance) |
Notes:
- Executive bonuses for 2024 were not funded; 2023 bonuses funded only for Q1 and paid in RSUs in lieu of cash .
Performance Compensation
Annual Incentive Plan (Quarterly bonus structure)
| Metric Category | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Critical Success Factors (safety/environmental, quality, delivery, revenue, financials, people/HR, products/solutions, long‑term value) | Not disclosed | Company-set annual CSF thresholds | 2023: Q1 achieved; Q2–Q4 not achieved | Q1 2023: 100% of target bonus earned and paid in RSUs; Q2–Q4 2023: $0; 2024: $0 | RSUs paid for Q1 2023 bonus vested immediately upon grant |
Equity Awards Detail
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Key Vesting Terms |
|---|---|---|---|---|
| Annual RSU | Jun 2023 | 22,000 (post-split) | 602,800 | 25% at 1st anniversary; 1/48 monthly thereafter over 4 years |
| Market‑Condition RSU (Price Hurdles) | Dec 2023 | 60,000 (post-split) | 57,264 | Earn/vest in specified percentages upon achievement of 3 stock price targets over 4 years; no amounts earned to date |
| RSUs in lieu of Q1 2023 bonus | 2023 (following Q1 achievement) | 2,251 (post-split) | 76,510 | Fully vested upon grant |
| Annual RSU | Apr 2022 | 201,613 (pre-split) | 564,516 | 25% at 1st anniversary; 1/48 monthly thereafter |
| RSUs in lieu of salary (Jul–Dec 2022) | Approved Jun 7, 2022 | 51,878 (pre-split) | 289,809 | Vested in one‑sixth increments monthly Jul–Dec 2022 |
| RSUs in lieu of quarterly bonuses (Q2–Q4 2022) | 2022 (Q2/Q3); 2023 (Q4 grant date) | 71,135 (pre-split) | 61,404 (Q2), 77,299 (Q3), 73,712 (Q4) | Fully vested upon grant |
Stock Options
| Option Count (Exercisable) | Exercise Price ($) | Expiration | In-the-Money Value at 12/31/2024 ($) |
|---|---|---|---|
| 20,375 | 4.75 | Nov 4, 2029 | 15,565 ((5.51–4.75)×20,375) using $5.51 close on 12/31/2024 |
Equity Ownership & Alignment
Beneficial Ownership Breakdown (as of April 14, 2025)
| Category | Shares |
|---|---|
| Directly held common shares | 24,025 |
| Options exercisable (within 60 days) | 20,375 |
| RSUs vested (to be settled) | 878 |
| RSUs vesting within 60 days | 1,757 |
| Etnyre 2021 Family Trust (trustee: Cook) | 110,197 |
| Cook 2021 Family Trust (trustee: Cook) | 9,430 |
| Patrick Cook 2021 Trust (trustee: Cook) | 9,430 |
| Total beneficial ownership | 176,092 (1.3% of 13,068,309 shares outstanding) |
Outstanding Awards (as of Dec 31, 2024)
| Award | Unvested Units | Market Value ($) | Unearned Units | Market/Payout Value ($) |
|---|---|---|---|---|
| Time‑based RSUs | 20,014 | 110,277 (at $5.51) | — | — |
| Market‑condition RSUs | — | — | 60,000 | 330,600 (at $5.51) |
Alignment and Restrictions:
- Insider trading policy prohibits hedging; the Board approved waivers in 2021 for directors (margin loans and hedging); no pledging or hedging waivers for executive officers disclosed, and no pledges disclosed for Mr. Cook .
- Company adopted a Nasdaq‑compliant clawback policy effective July 27, 2023; all awards are subject to this policy; no recoveries to date .
Employment Terms
- Employment start date and roles: CFO effective Jul 1, 2019; CCO effective Mar 31, 2022; SVP Capital Markets & Business Development since May 14, 2024 .
- Base salary and bonus eligibility: As of Jan 1, 2025 base $358,943; target annual bonus 70% of base (paid quarterly subject to performance) .
- Severance (without Cause / for Good Reason): 1.0× base salary paid over 12 months; prior-year earned bonus plus prorated current‑year bonus based on actual performance; lump-sum COBRA cost for 18 months .
- Change‑in‑Control: Double‑trigger acceleration — full vesting of unvested equity (performance awards at target) if termination occurs on or within 12 months after a change in control; reimbursement of legal fees related to termination disputes post‑CIC .
- Restrictive covenants: 18‑month non‑compete and non‑solicit .
- Clawback: Nasdaq‑compliant clawback policy (effective Jul 27, 2023) .
- Deferred compensation / pension: None; NEOs participate in 401(k), life, disability, and health insurance on standard terms .
Compensation Committee Analysis
- Composition: 2025 Compensation Committee — Shaker Sadasivam (Chair), Lisan Hung, Dean Priddy; all independent under Nasdaq rules .
- Consultant: Aon Human Capital Solutions engaged; no conflicts; supported design/valuation (including CEO market‑condition awards in 2024) .
- EGC disclosure regime: Company provides Summary Compensation Table and Outstanding Equity Awards table, with limited narrative .
Compensation Structure Observations
- Equity over cash: Mr. Cook repeatedly elected RSUs in lieu of salary (2H 2022) and bonuses (Q2–Q4 2022; Q1 2023), indicating alignment and confidence in long‑term equity value .
- Stringent performance gating: No quarterly bonuses funded in 2024; only Q1 2023 funded at 100% of target — suggests high bar for payout and tight linkage to company performance .
- Market‑condition RSUs: Three‑tier stock price hurdles over four years; none earned as of proxies — awards retain strong performance sensitivity .
- Options remain modest: 20,375 options at $4.75 expiring in 2029; most of equity exposure is RSUs and trust holdings .
Risk Indicators & Red Flags
- Hedging/pledging: Hedging prohibited for executives; margin loans/hedging waivers allowed for directors in 2021 — no pledging disclosed for Mr. Cook .
- Related‑party or registration rights: Mr. Cook is party to the company’s registration rights agreement alongside directors, former executives and affiliated trusts, facilitating potential liquidity events but not, by itself, a governance red flag .
- Legal proceedings: No pending litigation involving executive officers seeking indemnification disclosed .
Equity Ownership & Alignment — Vesting/Selling Pressure Map
- Near‑term vesting: 1,757 RSUs scheduled to vest within 60 days of April 14, 2025 .
- Ongoing monthly vesting: Time‑based RSUs vest 1/48 monthly after initial cliff; as of Dec 31, 2024, 20,014 unvested units outstanding .
- Performance‑based overhang: 60,000 market‑condition RSUs outstanding; vesting only upon achieving stock price hurdles; no awards earned to date .
Investment Implications
- Alignment: Cook’s repeated election to receive equity in lieu of cash and sizable beneficial ownership (including trusts) demonstrate skin‑in‑the‑game; clawback coverage and double‑trigger CIC terms reduce misalignment risk .
- Retention/pressure: Fixed severance at 1× salary and strong restrictive covenants imply reasonable retention; limited near‑term RSU vesting suggests modest selling pressure, while large market‑condition RSU tranche keeps incentives tied to share appreciation .
- Pay-for-performance: Absence of 2024 bonus payouts and market‑condition RSUs not earned underscore a rigorous framework; if company execution improves on Critical Success Factors, incentive realization could be meaningful, particularly on stock price hurdles .
- Optionality: 20,375 in‑the‑money options and unvested RSUs provide leveraged upside to improved fundamentals; equity‑heavy mix suggests Cook’s interests are aligned with long‑term shareholder value creation .