Daniel Shugar
About Daniel Shugar
Daniel Shugar is Nextracker’s founder and Chief Executive Officer (CEO) since July 2013 and a director since 2023; age 62; BS in Electrical and Electronics Engineering (Rensselaer Polytechnic Institute) and MBA (Golden Gate University) . FY25 operating performance included revenue of $2,959 million (+18% YoY), GAAP net income of $517 million (+4.2% YoY), adjusted EBITDA of $776 million (+49% YoY), operating cash flow of $656 million (+53% YoY), and adjusted free cash flow of $622 million (+46% YoY) . Pay-versus-performance shows CEO compensation actually paid (CAP) of $34.6 million in FY25 alongside cumulative TSR of $138 per $100 invested since IPO (Feb 9, 2023) to Mar 31, 2025, vs peer group $100; revenue $2,959 million; net income $517 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Nextracker Inc. | Founder & CEO | 2013–present | Led scaling of intelligent solar tracker platform; selected as director based on extensive solar management experience . |
| Solaria Corporation | Chief Executive Officer | 2010–2013 | Led solar panel manufacturer; senior leadership in solar industry . |
| SunPower Corporation | President, Systems division | 2007–2009 | Led global systems; integration with utility-scale solar . |
| PowerLight Corporation | President | 1996–2007 | Grew commercial and utility-scale solar integrator . |
| New World Power / Advanced Photovoltaic Systems / PG&E | Various roles | 1986–1995 | Early career in solar across utility and manufacturing . |
External Roles
None disclosed for Daniel Shugar beyond Nextracker in the 2025 proxy .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base salary ($) | 460,625 | 849,722 | 863,000 |
| Target bonus (% of salary) | — | — | 135% |
| Actual bonus ($) | 324,772 | 2,294,250 | 2,072,624 |
| CEO Pay Ratio (FY25) | — | — | 289:1 |
Performance Compensation
Short-Term Incentive Plan (STIP) – FY25
| Component | Weight | Threshold | Target | Max | Actual achievement | Weighted achievement |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 50% | 597 | 663 | 729 | 776 (117%) | 100% |
| Adjusted Free Cash Flow ($mm) | 30% | 388 | 485 | 582 | 622 (128%) | 60% |
| Strategic milestones | 20% | 50% | 100% | 150% | 89.6% | 17.9% |
| Total weighted achievement | — | — | — | — | — | 177.9% |
| CEO FY25 STIP target ($) | — | — | 1,165,050 | — | — | — |
| CEO FY25 actual STIP ($) | — | — | — | — | 2,072,624 | 177.9% of target |
Strategic milestones focused on innovation, customer NPS/market share, execution (capacity, systems), and team (talent density, safety, ESG) .
Long-Term Incentive Plan (LTIP) – FY25 design and results
- Instruments: PSUs (performance-based), RSUs (time-based), Stock options (service-based; interim tool post-spin) .
- PSU metrics: 50% FY25 revenue, 50% FY25 adjusted diluted EPS; 3-year rTSR modifier vs peer group (0.75x at 25th percentile, 1.0x at 50th, 1.5x at 75th; capped at 1.5x) .
- FY25 PSU financial outcomes: Revenue target $3.10B; actual $2.96B (53% achievement → 27% weight). Adjusted diluted EPS target 3.24; actual 4.22 (200% achievement → 100% weight). Total financial component achievement 127% (before rTSR modifier) .
| CEO FY25 PSU details | Value |
|---|---|
| Target PSUs granted (#) | 134,260 |
| Initially earned PSUs for FY25 measurement period (#) | 127,479 (127%) |
| rTSR modifier window | 3-year, payout range 75%–150% applied to financial component |
| Vesting | Service-based vest on 3rd anniversary of grant; payout in shares |
FY25 RSUs and Stock Options granted
| Award | Shares | Grant-date fair value ($) | Vesting |
|---|---|---|---|
| RSUs (FY25) | 134,260 | 6,000,079 | 30%/30%/40% annually from Apr 1, 2025 |
| Stock options (FY25) | 102,019 | 2,963,652 | Cliff vest at 3 years; exercise price $47.05; exp. 5/21/2034 |
Multi-year equity and options outstanding (as of Mar 31, 2025)
| Type | Quantity | Key terms |
|---|---|---|
| Stock options (granted 3/15/2017) | 398,571 | $21.00 strike; expires 3/15/2027 |
| Stock options (granted 6/21/2023) | 153,521 | $40.47 strike; expires 6/21/2033 |
| Stock options (granted 5/21/2024) | 102,019 | $47.05 strike; expires 5/21/2034 |
| RSUs unvested (FY23 award) | 53,190 | Market value $2,241,443 at $42.14 |
| RSUs unvested (FY24 award) | 100,039 | Market value $4,215,643 |
| RSUs unvested (FY25 award) | 134,260 | Market value $5,657,716 |
| PSUs earned (FY23 tranches) – service-vesting | 244,064 | Market value $10,284,857 |
| RSUs/PSUs (other lines shown) | 214,368; unearned PSU 71,456; FY25 PSU target 134,260 | Per outstanding awards table |
Equity Ownership & Alignment
- Beneficial ownership: 369,418 shares of Class A common stock; less than 1% of outstanding shares .
- Composition includes RSUs releasable within 60 days and shares held via family trust (e.g., 42,874 RSUs; 173,168 trust shares) per footnotes; totals reflect SEC beneficial ownership rules .
- Stock ownership guidelines: CEO 5x base salary; President/CFO/COO 2x; five-year compliance period; includes directly owned and unvested time-based RSUs; excludes stock options and unearned PSUs. As of May 1, 2025, all continuing NEOs either met requirements or remain within the compliance window .
- Hedging and pledging: Prohibited for officers/directors under Insider Trading and Trading Window Policy; 10b5-1 plans encouraged, preclearance required .
Insider selling pressure and vesting cadence
- RSUs vest 30%/30%/40% over three years beginning April 1, 2025, creating scheduled release events that could increase tradable float depending on trading plans .
- PSUs earned for FY25 (127%) vest on the third anniversary subject to service and rTSR modifier, concentrating potential share delivery in 2027 .
- Options expiring in 2027 and 2033/2034 may drive exercise decisions depending on market price; repricing is prohibited without shareholder approval .
Employment Terms
- Executive Severance Plan (outside change-in-control): If terminated without cause or resigns for good reason, CEO receives 2x base salary + target bonus; pro-rated target bonus for year of termination; acceleration of time-based equity scheduled to vest within 18 months; performance-based equity deemed earned at target and accelerated pro-rata for awards scheduled to vest within 18 months; COBRA for two years; outplacement up to $20,000 .
- Executive Change in Control Severance Plan: Double-trigger; upon qualifying termination within 6 months before to 24 months after a change in control, CEO receives 2x base salary + greater of target or actual annual bonus; pro-rated “Highest Annual Bonus”; acceleration of all unvested equity (performance awards at greater of target or actual to date); COBRA for two years; two years of company 401(k) matching amount; outplacement up to $20,000 .
- Clawback policy: Board-adopted recoupment in case of accounting restatement under Rule 10D-1; recovery of excess incentive comp for three years regardless of misconduct .
- No excise tax gross-ups; no option repricing/cash-outs without shareholder approval .
Board Governance
- Board service: Director since 2023; term continuing until 2026; no committee assignments listed for Shugar .
- Dual-role implications: Chair and CEO are currently separated; independent committee chairs hold executive sessions without management; if Chair not independent, Board appoints a lead independent director; current Chair is William Watkins .
- Committee independence: Audit, Compensation & People (C&P), and Nominating/Governance/Public Responsibility Committees comprised of independent directors .
- Board meeting attendance: 7 meetings in FY25; each director attended at least 75% of Board and committee meetings; executive sessions held each quarterly meeting .
Compensation Peer Group and Shareholder Feedback
- Peer group used for benchmarking includes: ARRY, DBX, ENS, ENPH, FFIV, FSLR, FLNC, JNPR, KEYS, NATI, NTAP, OKTA, PSTG, REZI, SWKS, SEDG, NOVA, SPWR, RUN, TRMB; updated post-spin .
- Say-on-pay (2024) approval: ~85% support; C&P Committee responded by de-overlapping STIP vs PSU metrics in FY25 to enhance distinct performance measurement .
Performance & Track Record
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenue ($) | 1,907,137,000 | 2,499,841,000 | 2,959,197,000 |
| Net Income ($) | 121,333,000 | 496,215,000 | 517,246,000 |
| Cumulative TSR ($ per $100 since IPO) | 119 | 185 | 138 |
| Peer Group TSR ($ per $100) | 99 | 97 | 100 |
Highlights:
- Strong revenue/EPS-driven PSU outcomes in FY25 despite revenue under target; adjusted EPS materially above target (200%) driving PSU financial achievement to 127% .
- STIP delivered a 177.9% payout on rigorous EBITDA/FCF/strategic goals, reflecting operational execution .
Risk Indicators & Red Flags
- CEO Pay Ratio: 289:1 in FY25—elevated vs many industrials; mitigated by high proportion of at-risk, performance-based equity and strong FY25 performance linkage .
- Hedging/pledging prohibited; reduces misalignment risk .
- No excise tax gross-ups; no option repricing without shareholder approval; double-trigger CIC only—shareholder-friendly features .
- Section 16 compliance: All insiders timely filed for FY25 (no delinquencies) .
- Legal proceedings: No material adverse proceedings disclosed for directors/officers .
Equity Ownership & Director Compensation (Board context)
- Director stock ownership guidelines: 5x total annual cash retainer for non-employee directors (five-year compliance period); FY25 director RSU grants and cash retainers disclosed; as of Mar 31, 2025, unvested RSUs per director noted (e.g., Chair Watkins 4,965) .
- Director compensation examples (FY25): Watkins $330,000 total (cash+stock); Thomas $252,500; Shih $252,500; Blunden $240,000; Guldner $232,426 (prorated) .
Investment Implications
- Alignment: Shugar’s compensation heavily at-risk (PSUs linked to revenue/EPS with rTSR mod; STIP tied to EBITDA/FCF/strategic milestones), with robust stock ownership requirements and clawback—supportive of pay-for-performance discipline .
- Retention vs supply: Significant unvested RSUs/PSUs and multi-year vesting and service requirements enhance retention but create known vesting events (RSUs 30/30/40 starting Apr 1, 2025; PSU vest in 2027), which may add episodic selling pressure depending on 10b5-1 plans and windows .
- Downside protection and governance: Double-trigger CIC with equitable acceleration, no hedging/pledging, no excise gross-ups, no repricing—reduces governance risk; separate Chair mitigates CEO/director dual-role independence concerns .
- Performance linkage: FY25 STIP and PSU outcomes demonstrate sensitivity to core value drivers (EBITDA, FCF, EPS), indicating compensation should respond directionally to execution and market returns—useful for assessing management confidence and potential trading signals around earnings/guide updates .