Yann Brandt
FTC SolarAbout Yann Brandt
Yann Brandt, age 42, was appointed President & CEO and a director of FTC Solar on August 19, 2024 after serving as CFO and later CCO of FlexGen Power Systems, and previously as CEO of QuickMount PV and President of the Americas at Conergy. He holds a B.S. in mechanical engineering from Johns Hopkins and serves on the board of the Solar Energy Industries Association . During his tenure, FTC Solar’s quarterly revenue increased from $13.2M in Q4 2024 to $26.0M in Q3 2025, while EBITDA remained negative, reflecting ongoing turnaround initiatives . See Financial Performance below for detail.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FlexGen Power Systems | Chief Financial Officer (2021–2022), Chief Commercial Officer (2022–2024) | 2021–2024 | Oversaw revenue and profitability growth; commercial scaling |
| QuickMount PV | Chief Executive Officer | 2018–2020 | Led reorganization and growth of residential racking manufacturer |
| Conergy | President of the Americas; Global Head of Marketing & PR | Prior to 2018 | Led regional operations; global brand/communications across 15 countries |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Solar Energy Industries Association (SEIA) | Board Member | Current | Industry leadership and policy engagement |
| FlexGen Power Systems | Director/Advisor permitted under employment agreement | As needed | Permitted to serve as director/advisor without prior Board approval if not interfering with CEO duties |
Fixed Compensation
| Component | Terms | 2024 Actual | Notes |
|---|---|---|---|
| Base Salary | $650,000 per year | $225,000 | Appointed Aug 19, 2024; prorated accrual in 2024 |
| Target Bonus | 100% of base salary | $1,100,000 | 2024 “Bonus” reflects sign-on payments; quarterly plan paid none for employees otherwise |
| Sign-on Cash | $825,000 upfront; $275,000 on 10/1/2024, 10/1/2025, 10/1/2026 if employed | Earned $825,000 + $275,000 (10/1/2024); $550,000 paid by YE 2024; $550,000 owed into 2025 | Repayment obligation if departure without good reason/for cause within 1–2 years |
Performance Compensation
| Award | Grant Size | Weighting/Targets | Vesting | Notes |
|---|---|---|---|---|
| Time-Based RSUs (employment inducement) | 4,000,000 RSUs pre-split; equivalent 400,000 post-split | N/A | 25% on grant; remainder monthly over 36 months | Granted outside 2021 Plan, subject to Plan T&Cs |
| Share-Target RSUs (employment inducement) | 2,500,000 RSUs pre-split; equivalent 250,000 post-split | Price hurdles: $5 (30%), $8 (30%), $10 (40%) pre-split; post-split hurdles $50/$80/$100 | Vests annually over 4 years upon achieving hurdle during the preceding year; cumulative vesting by hurdle-year schedule | Status not disclosed as achieved in filings to date |
Equity Ownership & Alignment
| Date | Total Beneficial Ownership | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| April 14, 2025 | 216,696 shares | 1.7% | 191,697 common; 8,333 RSUs vested and to be settled; 16,666 RSUs vesting within 60 days |
| July 9, 2025 | 241,695 shares | 1.6% | 191,697 common; 33,332 RSUs vested and to be settled; 16,666 RSUs vesting within 60 days |
- Insider trading policy: Hedging is prohibited for directors and employees; in 2021 the Board approved waivers allowing directors to undertake margin loans and hedging transactions—no pledging by Brandt is disclosed .
- Outstanding awards at FY2024: Unvested time-based RSUs of 266,669 and 250,000 market/performance RSUs; valuations at $5.51 close price .
Employment Terms
| Term | Key Provisions | Source |
|---|---|---|
| Start & Term | Effective Aug 19, 2024; at-will employment | |
| Severance (no CIC) | 1.5x base salary; full vesting of time-based RSUs; prorated annual bonus; prorated next incremental sign-on bonus; 18 months COBRA cash | |
| Severance (with CIC, within 12 months) | 2x base + target bonus; prorated/earned bonus; 18 months COBRA cash; full vesting of time-based RSUs; PSUs vest to extent performance met by CIC valuation or within 12 months | |
| Non-compete/Non-solicit | 18 months post-termination; customer/supplier/employee non-solicit included | |
| Arbitration & 280G | JAMS arbitration in Austin; 280G “best net” cutback to avoid excise tax | |
| Clawback | Company clawback policy (Nasdaq-compliant, effective July 27, 2023); Brandt’s inducement awards subject to 2021 Plan terms | |
| LTI in 2027 | Starting 2027, target LTI at least $3,000,000 (60% PSUs/40% RSUs) contingent on share price thresholds | |
| Equity in 2025–2026 | No further equity awards (unless Board/Comp Committee determines otherwise) |
Board Governance
- Board service: Brandt serves as CEO and director (Class II term expires 2026); not an independent director .
- Committees: Compensation Committee (Sadasivam chair; Hung; Priddy), Audit Committee (Priddy chair; Barahona; Sadasivam), Nominating & Governance Committee (Hung chair; Sadasivam; Priddy) — composed of independent directors .
- Dual-role implications: Independent chair (Sadasivam) and independent Compensation Committee set CEO pay, mitigating CEO/director independence concerns; Board has seven independent members out of nine .
Director Compensation
Not applicable (employee director). Non-employee director program provides annual cash retainer, chair fees, and annual RSUs under caps; Brandt’s inducement awards were issued outside the 2021 Plan under Nasdaq’s employment inducement exemption .
Performance & Track Record
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenue ($) | $13,202,000 | $20,803,000 | $19,993,000 | $26,030,000 |
| EBITDA ($) | -$12,695,000* | -$10,258,000* | -$11,194,000* | -$7,415,000* |
| Net Income ($) | -$12,235,000* | -$3,819,000* | -$15,430,000* | -$23,938,000* |
- Values retrieved from S&P Global.
- 2024–2025 bonus plan: Company’s “Critical Success Factors” framework; Board determined no employee bonuses for 2024 quarters (apart from Brandt’s sign-on entitlements) and only Q1 2023 bonuses paid in RSUs for others .
Compensation Structure Analysis
- Cash-heavy onboarding: Significant sign-on cash (upfront + multi-year increments) increases guaranteed compensation and retention hooks .
- Equity outside plan: Large RSU grants issued under inducement rules; governance controls indicate such awards follow 2021 Plan terms and company clawback .
- At-risk metrics: PSU vesting tied to ambitious share price hurdles (post-split: $50/$80/$100), aligning payout with shareholder returns and confidence in multi-year value creation .
- Future LTI design: From 2027, program shifts toward 60% PSUs and 40% RSUs at $3M target, contingent on share-price thresholds, maintaining pay-for-performance orientation .
Risk Indicators & Red Flags
- Hedging/margin loan waivers: Insider Trading Policy allowed director waivers for margin loans and hedging in 2021 (policy otherwise prohibits hedging); careful monitoring warranted given Brandt’s dual role as CEO/director .
- CIC acceleration: Potential for significant equity acceleration upon CIC; 280G cutback provision in place to avoid excise tax drag .
- Financing dilution context: Company issued low-strike warrants in 2025 to secure financing; although not tied to Brandt’s compensation, potential dilution impacts PSU hurdle attainment optics .
Compensation & Ownership Tables
| 2024 Summary Compensation (from Proxy) | Salary $ | Bonus $ | Stock Awards $ | All Other $ | Total $ |
|---|---|---|---|---|---|
| Yann Brandt | $225,000 | $1,100,000 | $1,033,025 | $7,792 | $2,365,817 |
| 2024/2025 Inducement Equity Detail | Pre-split Counts | Post-split Counts | Vesting | Notes |
|---|---|---|---|---|
| Time-Based RSUs | 4,000,000 | 400,000 | 25% at grant; remainder monthly over 36 months | Issued outside 2021 Plan, subject to Plan terms |
| Share-Target RSUs (PSUs) | 2,500,000 | 250,000 | Annual vesting over 4 years upon achieving price hurdle in the prior year | Hurdle weights: 30%/$5, 30%/$8, 40%/$10 pre-split; $50/$80/$100 post-split |
| Beneficial Ownership (Breakdown) | Common | RSUs Vested (to settle) | RSUs Vesting ≤60 days |
|---|---|---|---|
| As of Apr 14, 2025 | 191,697 | 8,333 | 16,666 |
| As of Jul 9, 2025 | 191,697 | 33,332 | 16,666 |
Investment Implications
- Alignment: PSU hurdles set a high bar (post-split $50/$80/$100) and should strongly align Brandt’s upside with shareholder TSR, but the absence of EBITDA profitability to date increases execution risk and the probability that PSU realization depends on sustained revenue scale and gross margin improvements .
- Retention: Multi-year incremental sign-on bonuses and time-based RSUs create durable retention incentives through 2026–2027, lowering near-term CEO turnover risk .
- Governance: Independent chair and committees reduce dual-role risks, with clawback and 280G cutback mechanisms providing investor safeguards; monitor any use of director hedging/margin waivers given prior policy exceptions .
- Execution: Revenue growth under Brandt is evident; continued negative EBITDA underscores the need for disciplined cost control and margin expansion to justify PSU hurdles and future LTI value creation .