Chuck Boynton
About Chuck Boynton
Charles “Chuck” Boynton, 57, is Nextracker’s Chief Financial Officer, appointed May 29, 2024 after serving on the Board and as Audit Committee Chair; he holds a B.S. in Accounting from Indiana University and an MBA from Northwestern University (Kellogg), and was previously a CPA in Illinois . FY25 company performance under his finance tenure delivered revenue of $2,959 million (+18% YoY), GAAP net income of $517 million (+4.2% YoY), adjusted EBITDA of $776 million (+49% YoY), adjusted free cash flow of $622 million (+46% YoY), and adjusted diluted EPS of $4.22 . Nextracker’s cumulative TSR since IPO measured 138 (value of $100 investment to $138) through March 31, 2025 . The FY25 STIP metrics and FY25 PSUs used adjusted EBITDA, adjusted FCF, strategic milestones, revenue, and adjusted diluted EPS, emphasizing pay-for-performance linkages .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Logitech | Chief Financial Officer | Feb 2023–Mar 2024 | Led finance at a global peripherals company; transitioned from board/Audit Chair to NXT CFO . |
| Poly (Plantronics Inc.) | EVP & CFO | Prior to Oct 2022 acquisition by HP | Managed public-company finance through M&A; scaled audio/video communications . |
| SunPower Corporation | EVP & CFO; EVP (post-CFO) | Mar 2012–May 2018 (CFO); EVP until Jul 2018 | Drove finance at a vertically integrated solar leader, aligning with NXT’s sector . |
| 8point3 Energy Partners | CEO & Chairman | Mar 2015–Jun 2018 | Led yieldco operations and capital markets until sale to Capital Dynamics . |
| ServiceSource International | CFO | Apr 2008–May 2010 | Guided finance at a customer success services firm . |
| Intelliden (acq. IBM) | CFO | Mar 2004–Apr 2008 | Led finance at network software firm through sale . |
| Commerce One; Kraft Foods; Grant Thornton | Finance roles; CPA at Grant Thornton | Various | Built core finance/accounting expertise foundational to public-company CFO role . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| FEI (Silicon Valley Chapter) | Member | Not disclosed | Professional finance executive network affiliation . |
Fixed Compensation
| Component | FY25 Value | Notes |
|---|---|---|
| Base Salary | $600,000 | Annualized for FY25 starting May 29, 2024 . |
| Target Bonus % | 90% of base | Per offer; eligible under FY25 STIP . |
| Actual Bonus Paid | $806,954 | Payout at 177.9% of target (pro-rated) . |
| One-time Sign-on Cash | $2,000,000 | Subject to repayment if resignation or termination for misconduct within 24 months . |
| Perquisites | $384 | Medical/enhanced LTD; no 401(k) match recorded for CFO in FY25 table . |
Performance Compensation
FY25 Short-Term Incentive Plan (STIP)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Actual % of Target | Weighted Achievement |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 50% | 597 | 663 | 729 | 776 | 117% | 100% |
| Adjusted Free Cash Flow ($mm) | 30% | 388 | 485 | 582 | 622 | 128% | 60% |
| Strategic Milestones (%) | 20% | 50 | 100 | 150 | 89.6 | 89.6% | 17.9% |
| Individual Performance Factor | Adjuster | — | — | — | 100% | Applied multiplicatively | 100% |
| Total STIP Payout Multiple | — | — | — | — | — | 177.9% | 177.9% |
| CFO STIP Details | Value |
|---|---|
| FY25 Target Bonus ($) | $453,600 |
| FY25 Actual Bonus ($) | $806,954 |
FY25 PSUs (one-year financial measurement + three-year rTSR modifier; vest after 3 years with service)
| Financial Metric (FY25) | Weight | Target | Actual | Earned % |
|---|---|---|---|---|
| Revenue ($B) | 50% | 3.10 | 2.96 | 53% |
| Adjusted Diluted EPS ($) | 50% | 3.24 | 4.22 | 200% |
| Total Financial Achievement | — | — | — | 127% |
| PSU Award Parameter | Value |
|---|---|
| Initially Earned PSUs (CFO) | 61,977 shares at 127% of target; eligible to vest in 2027 subject to service and rTSR modifier (0.75x–1.5x; capped at 1.5x) . |
| rTSR Modifier | 3-year relative TSR vs compensation peer group; 0.75x at 25th percentile, 1.0x at 50th, 1.5x at 75th (linear) . |
| PSU Grant-date Fair Value (CFO) | ~$3,805,474 |
FY25 RSUs and Sign-on RSUs
| RSU Award | Shares | Vesting | Grant Date Fair Value |
|---|---|---|---|
| Annual RSUs (FY25) | 65,274 | 30% on 5/21/2025; 30% on 5/21/2026; 40% on 5/21/2027 | $2,999,993 |
| One-time Sign-on RSUs | 141,427 | 33% on 5/21/2025; 33% on 5/21/2026; 34% on 5/21/2027 | $6,499,985 |
| Options | FY25 Grant | Vesting | Notes |
|---|---|---|---|
| CFO Stock Options | None | — | CFO did not receive FY25 options; LTIP granted RSUs/PSUs . |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership | 33,020 shares (<1% of outstanding) . |
| Shares Outstanding (Class A) | 147,832,971 (Record Date 6/23/2025) . |
| Ownership % of Outstanding | ~0.022% (33,020 / 147,832,971) . |
| Unvested RSUs (Annual) | 65,274 shares; market value $2,750,646 at $42.14 close (3/31/2025) . |
| Unvested RSUs (Sign-on) | 141,427 shares; market value $5,959,734 at $42.14 close (3/31/2025) . |
| Unvested PSUs at Target | 65,274 shares; market/payout value $2,750,646 at $42.14 close (3/31/2025) (subject to rTSR) . |
| Options | None outstanding for CFO . |
| Ownership Guidelines | 2x base salary for CFO; 5-year compliance window; includes time-based RSUs, excludes options/unearned PSUs; as of May 1, 2025 all continuing NEOs either met requirements or have time remaining . |
| Hedging/Pledging | Prohibited; executives encouraged to use 10b5-1 plans and must preclear trades . |
| Clawback | Rule 10D-1 compliant recoupment of incentive comp upon restatement; 3-year lookback . |
Vesting Schedule (Forward-looking supply indicators)
| Award | Shares | 2026 Vest Date | Shares Vesting | 2027 Vest Date | Shares Vesting |
|---|---|---|---|---|---|
| Annual RSUs (FY25) | 65,274 | 5/21/2026 (30%) | 19,582 | 5/21/2027 (40%) | 26,110 |
| Sign-on RSUs | 141,427 | 5/21/2026 (33%) | 46,671 | 5/21/2027 (34%) | 48,085 |
| FY25 PSUs (initially earned) | 61,977 | — | — | 2027 (3rd anniversary; subject to rTSR) | 61,977 (modified 0.75x–1.5x) . |
Employment Terms
| Term | Provision |
|---|---|
| Start Date | May 29, 2024 (CFO appointment) . |
| Employment Agreement | None; executives covered by severance plans . |
| Severance (non-CIC) | 1x base + target bonus; pro-rated target bonus for year; accelerate service-vested equity scheduled within 12 months; performance equity deemed at target and accelerated pro-rata for service within 12 months; 1-year COBRA; $15,000 outplacement . |
| Change-in-Control (CIC) | Double-trigger; 2x base + greater of target or “Highest Annual Bonus”; pro-rated Highest Annual Bonus; full equity acceleration (performance deemed at greater of target or actual to CIC date); 2-year COBRA; 2 years of 401(k) matching equivalent; $15,000 outplacement . |
Estimated Payouts (March 31, 2025 assumptions; share price $42.14)
| Scenario | Total Estimated | Components (selected) |
|---|---|---|
| CIC Qualifying Termination | $13,544,550 | Base+Bonus $2,006,954; RSU vesting $8,710,380; PSU vesting $2,750,646; COBRA $61,570; outplacement $15,000 . |
| Non-CIC Qualifying Termination | $4,244,598 | Base+Bonus $1,406,954; RSU vesting $2,791,859; COBRA $30,785; outplacement $15,000 . |
| Death/Disability | $3,529,996 | RSU vesting $2,613,114; PSU vesting $916,882 . |
Investment Implications
- Compensation alignment: CFO’s mix is heavily equity-centric (annual RSUs + PSUs, large sign-on RSUs), with rigorous STIP and PSU metrics (adjusted EBITDA/FCF/strategic milestones; revenue and adjusted EPS; capped payouts); hedging/pledging prohibited and robust clawback supports governance .
- Retention vs. selling pressure: Significant unvested RSU and PSU balances with staggered vesting (May 2026/May 2027; PSUs in 2027) suggest strong retention incentives but also predictable supply events that may be executed via 10b5-1 plans; monitor Rule 10b5-1 adoptions and Form 4 activity around vest dates for trading signals .
- Ownership alignment: Direct beneficial ownership is small (~0.022% of outstanding), but guidelines require 2x salary within five years and count time-based RSUs (excludes options/PSUs), supporting ongoing alignment; no employment contract, standard double-trigger severance .
- Performance backdrop: FY25 delivered strong growth and cash generation (revenue +18%, adj. EBITDA +49%, adj. FCF +46%, adj. EPS $4.22) under Boynton’s finance tenure; say‑on‑pay support at 85% in 2024 indicates shareholder acceptance of the pay program .
Watchlist: Upcoming RSU/PSU releases in May 2026, March 2027, and May 2027; any changes to PSU metric targets or peer group; adoption/modification of 10b5‑1 plans; Form 4 sale cadence around vesting; and updates to severance/CIC plans .