Howard Wenger
About Howard Wenger
Howard Wenger is President and Director at Nextracker, with a solar industry career beginning in 1984 and executive roles at SunPower and Solaria. He holds a B.A. in Environmental Studies (UC Santa Barbara) and an M.S. in Civil Engineering (University of Colorado, Boulder) and is age 65; he has served as Nextracker President since February 2022 and joined the Board in 2024 . During FY25, Nextracker delivered revenue of $2,959 million (+18% YoY), GAAP net income of $517 million (+4.2% YoY), and adjusted EBITDA of $776 million (+49% YoY), with cumulative TSR from IPO to FY25 at $138 vs $97 for the peer group—key drivers of Wenger’s incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SunPower Corporation | President, Global Business Units; President & CEO (Systems subsidiary) | 2007–2017 | Led large-scale systems and business unit operations across solar manufacturing and utility-scale deployment . |
| Solaria Corporation | President | May 2020–Oct 2021 | Advanced product/operations at a solar panel manufacturer; positioned for innovation and market presence . |
| PowerLight Corporation | EVP and Board Director | 2003–2007 | Expanded commercial/utility-scale integration capabilities and governance oversight . |
| Prior engineering/research roles | AstroPower, Pacific Energy Group, PG&E, Intersol Power | Pre-2003 | Built technical foundation in solar engineering and utility operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Solaria Corporation | Board Director | Sep 2019–Nov 2022 | Provided governance and strategic guidance at a solar panel manufacturer . |
Fixed Compensation
| Item | FY25 | Notes |
|---|---|---|
| Base Salary ($) | 505,000 | No FY25 base increase over prior year . |
| Perquisites ($) | 384 (Medical/Enhanced LTD) | Limited perqs; no aircraft personal use . |
| Director Fees | None | Employees serving as directors do not receive director compensation . |
Performance Compensation
Short-Term Incentive Plan (STIP) – FY25
| Metric | Weight | Threshold | Target | Max | Actual | Actual % | Weighted % |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 50% | 597 | 663 | 729 | 776 | 117% | 100% |
| Adjusted Free Cash Flow ($mm) | 30% | 388 | 485 | 582 | 622 | 128% | 60% |
| Strategic Milestones | 20% | 50% | 100% | 150% | 89.6% | 89.6% | 17.9% |
| Total Achievement | — | — | — | — | — | — | 177.9% |
| Executive | STIP Target % of Salary | Target ($) | Actual ($) | Payout (% of Target) |
|---|---|---|---|---|
| Howard Wenger | 80% | 404,000 | 718,716 | 177.9% |
Key design/controls: Individual performance factor 0–100% (100% for FY25); use of non-GAAP measures with reconciliations; capped payouts at 200% target; clawback policy aligned to Rule 10D-1 .
Long-Term Incentive Plan (LTIP) – FY25 Grants
| Component | FY25 Grant | Vesting | Performance Criteria |
|---|---|---|---|
| PSUs | 67,130 target shares; initially earned 63,739 (127% of target financials) | Service-based vest on 3rd anniversary of grant, subject to rTSR modifier; payout range 0–300% | 50% FY25 Revenue, 50% FY25 Adjusted Diluted EPS, plus 3-year rTSR modifier (0.75x at 25th percentile to 1.5x at 75th percentile) . |
| RSUs | 67,130 shares; grant value $3,000,040 | 30%/30%/40% annual vesting over 3 years (commencing Apr 1, 2025) | Service-based . |
| Stock Options | 85,016 options; exercise price $47.05; grant date fair value $2,469,715 | Cliff vest at 3 years | Options intended to sunset from regular mix after FY26 . |
FY25 PSU performance detail:
- FY25 Revenue target $3.10B vs actual $2.96B (53% attainment; weighted 27%)
- FY25 Adjusted Diluted EPS target $3.24 vs actual $4.22 (200% attainment; weighted 100%); total financial achievement 127%; subject to 3-year rTSR modifier capped at 1.5x .
Equity Ownership & Alignment
| Measure | Detail |
|---|---|
| Total Beneficial Ownership | 147,703 Class A shares; <1% of outstanding . |
| Composition | Includes 22,866 shares underlying RSUs releasable within 60 days of June 5, 2025 . |
| Ownership Guidelines | 5x base salary for CEO and President; 5-year compliance period; policy notes continuing NEOs have met or are within allowed time . |
| Hedging/Pledging | Prohibited for executives and directors; no pledging allowed . |
Vested vs unvested/earned (as of 3/31/25; close price $42.14):
- Options outstanding (unexercised): 247,619 @ $21.00 exp. 3/15/2027; 81,878 @ $40.47 exp. 6/21/2033; 85,016 @ $47.05 exp. 5/21/2034 .
- RSUs not vested: 32,857 (4/6/2022 grant); 53,354 (6/21/2023 grant); 67,130 (5/21/2024 grant) .
- PSUs earned/subject to service/rTSR: 150,765 (earned from FY23 PSUs tranches); 114,330 (earned from FY24 PSUs, subject to rTSR); PSUs unearned at target: 38,110 (FY24 grant); 67,130 (FY25 grant) .
Approximate market value of beneficial shares: 147,703 × $42.14 ≈ $6.22 million (valuation reference price as of 3/31/25: $42.14) .
Employment Terms
| Plan Element | Terms |
|---|---|
| Employment Agreements | NEOs do not have individual employment agreements . |
| Executive Severance Plan (non-CIC) | 1x salary+target bonus (CEO 2x); pro-rated target bonus; acceleration of time-based equity scheduled to vest within 12 months (CEO 18 months); performance-based equity deemed at target and pro-rated for scheduled vest within 12 months (CEO 18 months); COBRA 1 year (CEO 2 years); outplacement up to $15k (CEO $20k) . |
| Executive Change-in-Control Severance Plan (double-trigger) | 2x salary + greater of target or actual annual bonus; pro-rated Highest Annual Bonus; full equity acceleration with performance equity at greater of target or actual at CIC; COBRA 2 years; 401(k) matching equivalent for 2 years; outplacement up to $15k (CEO $20k) . |
| Estimated Payments for Wenger | CIC-related: Base+Bonus $1,728,716; Options vest $4,953,973; RSUs $6,461,832; PSUs $9,502,275; COBRA $296,148; Outplacement $15,000; Total $22,662,092 . Non-CIC termination: Base+Bonus $1,223,716; RSUs $3,196,867; PSUs $6,673,417; Outplacement $15,000; Total $11,109,148 . |
Clawback policy: Mandatory recoupment of incentive compensation upon accounting restatement under Rule 10D-1; applies to cash/equity awards; 3-year lookback .
Board Governance
- Role: Director with term continuing to 2026; Board Member & President (dual role) .
- Committee roles: None listed for Wenger in the committee membership table .
- Attendance: Each director attended ≥75% of Board and committee meetings; Board held 7 meetings in FY25 .
- Independence: Board committees are composed of independent directors; Wenger’s dual executive/director role implies non-independence typical for executives (Board leadership currently separates Chair and CEO; a Lead Independent Director is appointed if Chair is not independent) .
- Director compensation: Employee directors do not receive director retainers; equity grants reserved for non-employee directors .
- Say-on-Pay: 2024 approval ~85% of votes cast; ongoing shareholder engagement and program adjustments (distinct metrics for STIP vs PSU in FY25) .
Compensation Structure vs Performance Metrics
| Component | Mix and Metrics | Alignment Notes |
|---|---|---|
| Cash STIP | 80% of salary target; metrics: Adjusted EBITDA (50%), Adjusted FCF (30%), Strategic Milestones (20%), individual factor; payout 177.9% for FY25 . | Strong tie to profitability/cash generation and strategic execution. Caps at 200%; excludes extraordinary items . |
| PSUs | 50% FY25 Revenue; 50% FY25 Adjusted Diluted EPS; 3-year rTSR modifier 0.75x–1.5x; earned at 127% on financials; vest after 3 years . | Balanced growth/profit plus market-relative performance overlay; capped at 300% to control risk . |
| RSUs | 3-year 30/30/40 service-vesting . | Retention and alignment with share price; sizable grant value . |
| Options | 3-year cliff vest; exercise price at grant; sunset from mix after FY26 . | High leverage to TSR; potential selling pressure at cliff vest dates . |
Vesting Schedules and Insider Selling Pressure
- RSUs (5/21/2024 grants): 30% vested 5/21/2025; next 30% on 5/21/2026; final 40% on 5/21/2027 (service-based) .
- PSUs (FY25 grants): Financials certified 127%; vest on 3rd anniversary, subject to rTSR modifier through 3/31/2027; payout range 75%–150% of financial outcome (capped at 300%) .
- Options: Wenger’s FY25 options cliff vest on 5/21/2027; earlier option tranches vest on 6/21/2026; performance-based 2022 options vest on 3/31/2026 if valuation hurdles met .
- Trading windows are controlled by insider trading policy; executives encouraged to use 10b5-1 plans; hedging/pledging prohibited, reducing forced selling risk; however, scheduled RSU releases can create mechanical supply near vest dates .
Equity Ownership & Pledging
| Item | Detail |
|---|---|
| Beneficial shares | 147,703; <1% ownership . |
| Pledging/Hedging | Prohibited by policy; no pledging allowed . |
| Ownership guideline | 5x base salary for President; includes unvested RSUs; excludes options and unearned PSUs; 5-year compliance period . |
Compensation Peer Group & Governance Controls
- FY25 Peer Group (for benchmarking and rTSR): Array Technologies, Dropbox, EnerSys, Enphase, F5, First Solar, Fluence, Juniper, Keysight, National Instruments, NetApp, Okta, Pure Storage, Resideo, Skyworks, SolarEdge, Sunnova, SunPower, Sunrun, Trimble .
- Independent consultant: Meridian engaged by the Compensation & People Committee; committee independence affirmed; annual risk assessment; double-trigger acceleration only; no excise tax gross-ups; no repricing; minimum 1-year vesting .
Employment Contracts, Severance, and Change-of-Control Economics
| Provision | Non-CIC Termination | CIC Double Trigger |
|---|---|---|
| Cash multiple | 1x base + target bonus | 2x base + greater of target or actual Highest Annual Bonus |
| Equity | Time-based: next 12 months vest (CEO 18); Performance: deemed target; pro-rata service vest next 12 months (CEO 18) | Full acceleration; performance equity at greater of target or actual at CIC |
| Benefits | COBRA 1 year; outplacement up to $15k | COBRA 2 years; 401(k) match equivalent 2 years; outplacement up to $15k |
Wenger’s estimated payouts: see table above for scenario-specific amounts .
Performance & Track Record
- Company results (FY25): Revenue $2,959m; GAAP net income $517m; Adjusted EBITDA $776m; Adjusted FCF $622m .
- Pay vs Performance: Company TSR $138 vs peer group $97 (from IPO to FY25); CAP and revenue/net income linkages disclosed .
- Legal proceedings: None material involving directors/officers reported .
Board Service History and Dual-Role Implications
- Board service: Director since 2024; term expires 2026; no committee memberships listed .
- Dual-role: President & Director, which concentrates management influence on the Board; mitigants include separate Chair and CEO, independent committee composition, and executive sessions of non-management directors .
- Governance policies: Lead Independent Director requirement if Chair is not independent; robust stock ownership guidelines and clawback policy .
Investment Implications
- Strong pay-for-performance alignment: FY25 STIP and PSU payouts directly tied to profitability (Adjusted EBITDA, EPS), cash generation, and rTSR; caps reduce risk-taking and clawback strengthens discipline .
- Retention risk manageable: Significant unvested RSUs/PSUs with multi-year vesting and double-trigger CIC protection incentivize tenure; scheduled vesting dates suggest periodic supply but insider policies/10b5-1 mitigate timing risk .
- Ownership alignment: Beneficial holdings and 5x salary guideline tighten alignment; hedging/pledging bans remove key red flags; beneficial ownership <1% limits potential control risk .
- Governance quality: Independent committee oversight, no repricing/tax gross-ups, strong say-on-pay (85%) and investor engagement support confidence in compensation design and execution focus .