Marco Miller
About Marco Miller
Nicholas (Marco) Miller is a co-founder of Nextracker and has served as Chief Operating Officer since March 2021; he previously held senior operations roles at Nextracker, Solaria, SunPower (Geneva), and PowerLight. He holds a B.A. in English from McGill University and is 56 years old . Company performance metrics tied to FY25 incentives achieved strong results: adjusted EBITDA of $776M vs $663M target (117% of target), adjusted free cash flow of $622M vs $582M target (128%), and strategic milestones at 89.6%, driving a total weighted STIP achievement of 177.9% . From the IPO on 2/9/2023, a $100 investment in NXT was worth $138 at FY2025 year-end (vs $185 at FY2024), illustrating TSR dynamics over his tenure window .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nextracker | Chief Operating Officer | Mar 2021–present | Co-founder leading global operations scaling for utility-scale solar trackers |
| Nextracker | SVP, Global Operations | Aug 2017–Mar 2021 | Built and scaled operations, manufacturing, and delivery processes |
| Nextracker | VP, Operations | Dec 2013–Aug 2017 | Early operations leadership during growth phase |
| Solaria Corporation | Senior Director, Customer Care | Aug 2011–Dec 2013 | Led customer care for solar panel manufacturing |
| SunPower (Geneva) | Senior management roles | 2007–2011 | Managed all utility solar construction projects across EMEA |
| PowerLight Corporation | Project management roles | 2001–2006 | Project management in commercial/utility-scale solar construction |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed in the proxy/bio |
Fixed Compensation
| Item | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 312,514 | 391,596 | 400,000 |
| Target Bonus % (STIP) | — | — | 70% |
| Target Bonus ($) | — | — | 280,000 |
| Actual Bonus Paid ($) | 198,686 | 509,074 | 498,120 |
| All Other Compensation ($) | 8,889 | 9,531 | 14,184 |
| Total Compensation ($) | 3,266,991 | 5,594,656 | 6,258,512 |
FY25 base salaries for all NEOs were unchanged vs FY24, with Miller at $400,000 .
Performance Compensation
FY25 Short-Term Incentive Plan (STIP) Structure and Results
| Metric | Weighting (%) | Target | Actual | Payout (% of Target) | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA ($M) | 50 | 663 | 776 | 117 | Non-GAAP; see Appendix A for reconciliation |
| Adjusted Free Cash Flow ($M) | 30 | 582 | 622 | 128 | Non-GAAP; see Appendix A |
| Strategic Milestones (%) | 20 | 100 | 89.6 | 89.6 | Innovation, Customers, Execution, Team objectives |
| Individual Performance Factor (%) | Adjuster | — | — | 100 | Applied to individual bonus funding |
| Total Weighted Achievement (%) | — | — | — | 177.9 | Company-level STIP outcome |
FY25 Long-Term Incentive Plan (LTIP) – Awards Granted
| Instrument | Grant Date | Shares/Units | Economics | Vesting Schedule |
|---|---|---|---|---|
| PSUs (target) | 5/21/2024 | 41,956 | Grant-date fair value $2,446,035 | FY25 revenue, FY25 adjusted diluted EPS, and 3-year rTSR; performance + service-based vesting |
| PSUs (max) | 5/21/2024 | 125,868 | Implied by 3x cap | As above |
| RSUs | 5/21/2024 | 41,956 | Grant-date fair value $1,875,013 | 30% on 5/21/2025; 30% on 5/21/2026; 40% on 5/21/2027 |
| Stock Options | 5/21/2024 | 31,881 | Exercise price $47.05; fair value $926,143 | Cliff vest 5/21/2027 |
| Stock Options | 6/21/2023 | 40,939 | Exercise price $40.47 | Cliff vest 6/21/2026 |
| Perf. Stock Options | 4/06/2022 | 132,381 | Exercise price $21.00 | Vest 0–100% based on company valuation CAGR vs $3B baseline from 4/1/2022–3/31/2026 |
Company prohibits timing awards with MNPI; FY25 option grants were disclosed per Item 402(x), with Black-Scholes grant-date fair value per share estimated at $29.05 .
Equity Ownership & Alignment
- Beneficial ownership: 88,385 Class A shares (<1% of outstanding), including 11,433 RSUs releasable within 60 days of June 5, 2025 .
- Outstanding equity at FY25 year-end (3/31/2025):
- Options unexercised/unearned: 132,381 @ $21.00 exp 3/15/2027; 40,939 @ $40.47 exp 6/21/2033; 31,881 @ $47.05 exp 5/21/2034 .
- RSUs unvested: grants with 26,677 (2013 RSU grant remaining 40% due 6/21/2026), 41,956 (2024 RSU grant pre-vesting schedule), and other earlier grants with disclosed market values per 3/31/2025 close ($42.14) .
- PSUs unearned: examples include tranches of 19,055 and 41,956 units pending performance .
- Ownership guidelines: COO required to hold stock equal to 2x base salary within five years; unvested options and unearned PSUs do not count toward compliance .
- Hedging/pledging: Executives prohibited from hedging, short-selling, and pledging Nextracker securities .
Employment Terms
| Scenario | Base+Bonus ($) | Options Vesting Value ($) | RSUs Vesting Value ($) | PSUs Vesting Value ($) | COBRA ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Termination without cause / for good reason in connection with Change in Control | 1,298,120 | 2,710,367 | 3,634,701 | 5,230,164 | 61,570 | 15,000 | 12,949,922 |
| Termination without cause / for good reason not in connection with Change in Control | 898,120 | — | 1,754,667 | 3,462,138 | 30,785 | 15,000 | 6,160,710 |
| Death or Disability | — | 2,092,301 | 2,868,377 | 6,780,790 | — | 15,000 | 11,741,468 |
- Change-in-control protection is double-trigger (requires termination without cause or for good reason in connection with a CIC for cash severance and accelerated equity benefits) .
- Clawback: company maintains a Dodd-Frank Rule 10D-1-compliant clawback for incentive-based compensation upon an accounting restatement due to securities law noncompliance .
- No excise tax gross-ups under 280G/4999; no option repricing without shareholder approval .
Compensation Structure Analysis
- Mix and at-risk pay: NXT emphasizes variable, performance-contingent pay (annual bonuses and long-term equity); FY25 NEO pay is more “at-risk” than peer averages (91% vs 84% for NEOs) per company analysis .
- FY25 program adjustments: Shareholder feedback led to distinct metrics for PSUs (revenue, adjusted diluted EPS, rTSR) and STIP (adjusted EBITDA, adjusted FCF, strategic milestones), removing revenue from STIP to reduce redundancy with LTIP .
- Salary discipline: No base salary increases in FY25 across NEOs, including Miller .
- Say-on-pay: 85% support in 2024; extensive shareholder engagement in FY25 (reached out to 90% of top 20; engaged with holders representing >74% of outstanding capital) .
- Compensation peer group (updated FY25) includes Array Technologies, Enphase, First Solar, Fluence, Keysight, NetApp, Okta, Pure Storage, Resideo, Skyworks, SolarEdge, Sunnova, SunPower, Sunrun, Trimble, among others .
Investment Implications
- Alignment and retention: Significant unvested RSUs (tranches vesting on 6/21/2026; 5/21/2026; 5/21/2027) and options (cliff vest 6/21/2026 and 5/21/2027; performance options through 3/31/2026) create strong retention incentives but also potential selling pressure around those vest dates . Prohibition on hedging/pledging mitigates alignment risks .
- Pay-for-performance rigor: FY25 STIP outcome at 177.9% reflects strong EBITDA/FCF execution and milestone delivery, supporting the credibility of cash incentive payouts; PSU metrics (revenue, adjusted EPS, rTSR) further tie equity outcomes to value creation .
- Change-in-control economics: Double-trigger structure with meaningful cash and accelerated equity values under CIC suggests balanced protection; investors should monitor succession/transaction scenarios for potential executive turnover or equity accelerations .
- Ownership: Miller’s direct beneficial stake is <1%, typical for operating executives post-IPO; compliance with 2x salary guideline is required within five years, encouraging incremental equity accumulation .
- Governance: No excise tax gross-ups, no option repricing, and robust clawback are shareholder-friendly; transparent disclosure of option grants during designated periods reduces spring-loading concerns .