Bruce Ledesma
About Bruce Ledesma
Bruce Ledesma (age 57) is Nextracker’s Chief Legal and Compliance Officer & Secretary since January 2025, after serving as President across Strategy, Software, and Administration roles (2019–2025). He holds a BA in Economics from Stanford and a JD from Harvard Law School, and previously served as General Counsel at SunPower and PowerLight and COO/EVP at Mosaic (Solar Mosaic) . Company performance through FY25: revenue $2.96B (+18% YoY), GAAP net income $517M (+4%), adjusted EBITDA $776M (+49%), adjusted free cash flow $622M (+46%); cumulative TSR value of $138 from the Feb-2023 IPO to Mar-2025 . These metrics underpin pay-for-performance design that ties incentives to Adjusted EBITDA, Adjusted FCF, revenue, and adjusted diluted EPS, plus a three-year rTSR modifier for PSUs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nextracker | President (Strategy & Administration; Strategy, Software & Administration), President | May 2019–Feb 2022; Mar 2022–May 2023; May 2023–Jan 2025 | Led strategy, software, and administration during scale-up and post-spin periods |
| Solar Mosaic (Mosaic) | COO; EVP Corporate Development | Jul 2014–May 2016; May 2016–May 2019 | Built fintech operations/BD for residential solar financing |
| Roble Capital | Co-founder & COO | Jun 2013–Jul 2014 | Co-founded private investment fund, operating leadership |
| SunPower | General Counsel & Corporate Secretary | Jan 2007–Mar 2012 | Led legal/corporate governance at top solar OEM/developer |
| PowerLight | General Counsel | 2005–2007 | Legal leadership at utility-scale integrator |
| Barra, Inc. | Legal/executive roles | 1998–2004 | Software financial risk management firm leadership |
| Latham & Watkins | Corporate attorney | 1993–1998 | Corporate/transactions experience |
External Roles
- No public-company board roles disclosed for Ledesma .
Fixed Compensation
| Metric | FY2025 |
|---|---|
| Base Salary ($) | 505,000 |
| Target Bonus (% of salary) | 80% |
| Target Bonus ($) | 404,000 |
| Actual STIP Bonus ($) | 718,716 (177.9% of target) |
| Perquisites ($) | 401(k) match $13,800; medical/LTD $384; total $14,184 |
Performance Compensation
FY25 Short-Term Incentive Plan (STIP) Outcomes
| Metric | Weighting | Threshold | Target | Max | Actual | Actual (%) | Weighted Achievement (%) |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 50% | 597 | 663 | 729 | 776 | 117% | 100.0 |
| Adjusted Free Cash Flow ($M) | 30% | 388 | 485 | 582 | 622 | 128% | 60.0 |
| Strategic Milestones (%) | 20% | 50 | 100 | 150 | 89.6 | 89.6% | 17.9 |
| Total Achievement (%) | — | — | — | — | — | — | 177.9 |
- Strategic milestone goals covered innovation, customers, execution, and team (weighted and scored to 89.6%) .
- Individual performance factor set at 100% for all NEOs .
FY25 Long-Term Incentive Plan Components
| Award Type | Quantity | Grant-Date Fair Value ($) | Key Terms |
|---|---|---|---|
| PSUs (FY25 grant) | Target 44,753; initially earned 42,492 based on FY25 metrics (127% weighted achievement) | 2,000,012 | 50% Revenue, 50% Adjusted Diluted EPS; three-year rTSR modifier (0.75x–1.5x) with max 300% payout; vests on 3rd anniversary subject to service; rTSR cap 1.5x |
| RSUs (FY25 grant) | 44,753 | 2,000,012 | Vests 30%/30%/40% on April 1, 2026/2027/2028 (vesting commencement Apr 1, 2025) subject to service |
| Stock Options (FY25 grant) | 34,006 | 987,874 | Exercise price $47.05; cliff vest at 3rd anniversary of 5/21/2024 grant date; 10-year term per plan norm |
- FY25 PSU performance calibration: Company achieved $2.96B revenue vs $3.10B target (53% of component) and $4.22 adjusted diluted EPS vs $3.24 target (200% of component), for 127% weighted achievement; subject to further rTSR modifier at 3 years (75%–150%) .
Previously Granted PSUs
| Grant | Measurement | Financial Attainment | rTSR Modifier Status | Vesting |
|---|---|---|---|---|
| FY24 PSUs | FY24 Revenue/Adj. EBITDA (Year 1 of 3) | 200% of target | rTSR modifier to be applied at Mar 31, 2026 (75%–150%) | Vests Mar 31, 2026 with service |
| FY23 PSUs (multi-tranche) | Tranche 3 (FY25 STIP 50% + rTSR 50%) | 189% combined (STIP 177.9% → 89%; rTSR 200% → 100%) | Incorporated in tranche math | Earned; aggregate three-year earned amounts disclosed by NEO, vest certified May 23, 2025 for earlier FY23 grant |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 19,392 Class A shares (<1%) |
| Near-term RSU releases | 16,376 RSUs releasable within 60 days of June 5, 2025 |
| Ownership Guidelines | 2x base salary for executive officers; 5 years to comply; inclusion of owned shares and unvested RSUs; options and unvested PSUs excluded |
| Compliance Status | All continuing NEOs either met guidelines or have remaining time (as of May 1, 2025) |
| Hedging/Pledging | Prohibited for employees and directors |
| Trading Controls | Preclearance required; encouraged use of Rule 10b5-1 plans |
Implication: RSUs and prior PSU conversions in May 2025 introduce potential periodic selling pressure at vest dates; hedging/pledging bans and ownership guidelines support alignment .
Employment Terms
- Executive Severance Plan (non-change-in-control): upon termination without cause or resignation for good reason, cash severance equals 1x salary+target bonus (CEO 2x), prorated target bonus for year, accelerate service-vested equity scheduled within 12 months (CEO 18 months), performance awards deemed at target with pro-rata acceleration if scheduled within 12 months, COBRA for 1 year (CEO 2 years), and outplacement up to $15,000 (CEO $20,000) .
- Executive Change-in-Control Severance Plan (double-trigger within 6 months before to 24 months after CoC): cash severance 2x salary plus greater of target or actual annual bonus (“Highest Annual Bonus”), prorated Highest Annual Bonus, accelerate all equity (performance deemed greater of target or actual at CoC), COBRA for 2 years, 401(k) match equivalent for 2 years, outplacement up to $15,000 (CEO $20,000) .
- Clawback: recoup excess incentive comp following restatements within 3 years under Rule 10D-1; applies to cash and equity .
Multi-Year Compensation (Summary Compensation Table)
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary ($) | 390,375 | 496,527 | 505,000 |
| Bonus ($) | — | — | — |
| Share Awards ($) | 3,566,162 | 4,827,235 | 4,714,729 |
| Option Awards ($) | 1,561,120 | 1,418,664 | 987,874 |
| Non-Equity Incentive ($) | 275,815 | 794,443 | 718,716 |
| All Other Compensation ($) | 92,355 | 14,941 | 14,184 |
| Total ($) | 5,885,827 | 7,551,810 | 6,940,503 |
Compensation Structure Analysis
- Cash vs Equity Mix: High emphasis on variable, equity-based pay; FY25 awards included PSUs (performance-conditioned), RSUs (time-based), and options (cliff vest at 3 years), aligned with pay-for-performance governance .
- Metric Evolution: FY25 introduced distinct PSU metrics (Revenue and adjusted diluted EPS) and STIP metrics (Adjusted EBITDA, Adjusted FCF, strategic milestones) to reduce redundancy following shareholder feedback .
- Governance Safeguards: Double-trigger CoC, clawback, minimum vesting (≥1 year), independent compensation consultant (Meridian), no excise tax gross-ups, no repricing without shareholder approval .
Say-on-Pay & Shareholder Feedback
- FY2024 say-on-pay approval ~85% of votes cast, with FY25 design changes responsive to investor input (separating PSU and STIP metrics) .
Compensation Peer Group (FY25)
Array Technologies, Dropbox, EnerSys, Enphase Energy, F5, First Solar, Fluence Energy, Juniper Networks, Keysight, National Instruments, NetApp, Okta, Pure Storage, Resideo, Skyworks, SolarEdge, Sunnova, SunPower, Sunrun, Trimble .
Expertise & Qualifications
- Education: BA Economics (Stanford); JD (Harvard) .
- Domain Experience: Legal leadership (SunPower, PowerLight), operations and corporate development (Mosaic), investment fund operations (Roble), corporate law practice (Latham & Watkins) .
Equity Plan and Burn Dynamics (Context)
- Options exercise price methodology and Black-Scholes valuation disclosed; minimum one-year vesting; no repricing without shareholder approval; director/employee equity governance per 2022 Plan .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (mitigates misalignment risk) .
- No excise tax gross-ups; double-trigger structure reduces single-trigger windfalls .
- Legal proceedings: none material disclosed for directors/officers .
- Equity vest clusters (e.g., May 23, 2025 certification for FY23 PSU vesting) can create episodic selling pressure around windows, tempered by preclearance/10b5-1 practices .
Investment Implications
- Alignment: Strong linkage of Ledesma’s variable pay to EBITDA, FCF, EPS, and rTSR supports performance-driven culture amid robust FY25 growth (+49% adj. EBITDA, +46% adj. FCF) .
- Retention: Double-trigger CoC economics (2x cash, full equity acceleration) and ongoing multi-year vesting (RSUs 30/30/40; PSUs three-year service+rTSR; options cliff) reduce near-term retention risk, but vesting milestones may drive periodic liquidity events .
- Governance Quality: Clawback, anti-hedging/pledging, no repricing, and minimum vesting provisions lower compensation-related governance risk; FY24 say-on-pay at 85% suggests acceptable, though watch for future shareholder sentiment on plan scale and dilution .
- Trading Signals: Monitor vest/settlement dates (e.g., FY24 PSU vest in Mar 2026; ongoing RSU/option cliffs) and any 10b5-1 plan disclosures for potential supply impacts; beneficial ownership remains <1%, with RSUs near-term releasable indicating limited aggregate selling pressure from Ledesma individually .