Shaker Sadasivam

About Shaker Sadasivam

Independent Chair of FTC Solar’s Board since January 19, 2023 (director since 2017), age 64, with deep operating and governance experience in semiconductors and energy. He is CEO and co‑founder of Auragent Bioscience (since 2018), and previously served as President & CEO of SunEdison Semiconductor (2014–2016) and EVP & President of SunEdison (2009–2013). He holds BS/MS in Chemical Engineering (University of Madras/IIT), an MBA (Washington University), and a PhD in Chemical Engineering (Clarkson). The Board deems him independent under Nasdaq rules, and he is designated as an Audit Committee financial expert. As independent Chair, he also fulfills lead independent director responsibilities per company guidelines.

Past Roles

External Roles

Board Governance

• Roles and committees: Chair of the Board (independent); Chair, Compensation Committee; Member, Audit Committee; Member, Nominating & Corporate Governance Committee; designated Audit Committee financial expert.
• Independence: Board determined he is independent under Nasdaq rules.
• Attendance and engagement: In 2023, the Board held 9 meetings; Audit 6; Compensation 5; Nominating & Governance 4; no director attended less than 75% of applicable meetings.
• Board leadership: When the Chair is independent, the Chair also performs lead independent director duties, coordinating independent director sessions and agendas.
• Cyber/controls oversight: Audit Committee (where he serves) oversees cybersecurity risk management, internal controls, and related‑party transaction reviews under a written charter.

Fixed Compensation (Director)

Performance Compensation (Director Equity)

No performance metrics are attached to director equity; grants are time‑based RSUs.

Other Directorships & Interlocks

• Current public board: Coherent Corp. (since 2016). No disclosed transactional ties between Coherent and FTC Solar.
• Insider/related party intersections at FTC Solar:
  • Trustee of ARC Family Trust (a 5%+ holder established by director Ahmad Chatila); as trustee he shares voting/dispositive power but disclaims pecuniary interest for Section 16.
  • Registration Rights Agreement parties include Sadasivam and ARC Family Trust among other insiders and large holders.
  • 2023 related‑party transaction: Company acquired 312,500 shares from ARC Family Trust for no consideration and retired them; concurrently issued supplemental RSUs to Board Observer Tony Alvarez (250,000) and Audit Chair Dean Priddy (62,500). Reviewed as related‑party activity.

Expertise & Qualifications

• Sector/functional expertise: Executive leadership across semiconductors and energy; public company experience; audit/finance expertise (audit committee financial expert designation).
• Education: BS/MS Chemical Engineering (University of Madras/IIT), MBA (Washington University), PhD Chemical Engineering (Clarkson).

Equity Ownership

Reference share base: 14,872,017 shares outstanding (record date July 9, 2025).

Governance Assessment

• Strengths

  • Independent Chair with deep operating background; serves as Audit Committee financial expert and Compensation Chair—signals board bench strength in finance and human capital oversight.
  • Board/committee attendance robust; no director below 75% in 2023; structured committee oversight of cybersecurity and related‑party transactions under formal charters.
  • Director pay balance: policy retainer plus significant equity; in 2023 directors elected stock in lieu of cash—aligns incentives with shareholders. Annual equity uses straightforward time‑based vesting.
  • Use of independent compensation consultant (Aon); committee assessed as independent with no consultant conflicts.
  • Dodd‑Frank/Nasdaq‑compliant clawback adopted; equity plan subjects awards to any clawback policy; CIC provisions are double‑trigger.

• RED FLAGS / Watch items

  • Related‑party optics: As trustee of ARC Family Trust (significant holder tied to a fellow director), he has shared voting/dispositive power; 2023 issuer repurchase of ARC Family Trust shares for no consideration coupled with concurrent insider RSU grants could invite scrutiny of process/independence and Audit Committee oversight.
  • Hedging/pledging policy exception: While insider trading policy prohibits hedging, the Board approved waivers in 2021 allowing directors to undertake margin loans and hedging—misalignment and risk if used. (No specific disclosure that he used such waivers.)
  • Concentrated insider ownership: Sadasivam’s 10.2% beneficial stake and trustee role over an additional 7.9% ARC Family Trust position centralize voting influence—positive for alignment, but may raise entrenchment/perception risks.

• Director Compensation Guardrails

  • Plan caps: Non‑employee director grants plus cash fees capped at $750,000 value annually; $1,000,000 upon initial appointment—helps control pay inflation.

• Compliance and Controls

  • Audit Committee chartered to approve related‑party transactions; policy requires Audit Committee review/ratification and recusal of any interested committee member.

Overall: Sadasivam’s independent Chair status, committee leadership, and financial expertise support board effectiveness. Key monitoring areas are related‑party optics involving ARC Family Trust transactions and adherence to the spirit of anti‑hedging posture given historical waivers.