Mark Menezes
About Mark Menezes
Mark Menezes, age 69, was appointed to Nextracker’s Board on June 17, 2025 as a Class I director with a term expiring at the 2026 annual meeting; the Board determined he is independent under Nasdaq and SEC rules . He is President & CEO of the United States Energy Association (USEA) (since June 2023), adjunct professor at Georgetown University Law Center (since August 2021), founder of Global Sustainable Energy Advisors LLC, and previously served as U.S. Department of Energy Deputy Secretary and Under Secretary; earlier he was a partner at Hunton & Williams LLP leading regulated markets and energy infrastructure . He holds a B.A. from Louisiana State University and a J.D. from the LSU Law Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Energy | Deputy Secretary; previously Under Secretary | Deputy Secretary: Aug 2020–Jan 2021; prior DOE roles earlier | Senior energy policy leadership; national energy security and policy execution |
| Hunton & Williams LLP | Partner; Head of regulated markets & energy infrastructure | Prior to DOE service (dates not specified) | Led practice group focused on regulated markets and energy infrastructure |
| Global Sustainable Energy Advisors LLC | Founder | Ongoing (dates not specified) | Strategic advisory on energy policy, security, technologies, transactions and investments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United States Energy Association (USEA) | President & CEO | Since June 2023 | Non-profit advancing energy knowledge and policy domestically and internationally |
| Georgetown University Law Center | Adjunct Professor | Since August 2021 | Academic engagement in energy-related legal topics (role described) |
| Global Sustainable Energy Advisors LLC | Founder | Ongoing | Private strategic advisory firm focused on energy policy/security and innovation |
Board Governance
- Committee assignments: Member, Nominating, Governance and Public Responsibility Committee (Nom Gov) .
- Nom Gov composition: Jeffrey Guldner, Mark Menezes, William Watkins (Chair) .
- Independence: Board determined Menezes is independent under Nasdaq and SEC rules .
- Classification/term: Class I director; current term expires at 2026 annual meeting .
- Attendance and engagement: FY25 Board held 7 meetings; each Board member (for the FY25 period) attended ≥75% of Board/committee meetings; Board and committees typically hold executive sessions of non-management directors at every regular quarterly meeting. Menezes joined after FY25, so individual attendance for FY25 is not disclosed .
Fixed Compensation
| Component | Amount ($) | Timing/Notes |
|---|---|---|
| Board Member annual retainer | 65,000 | Paid in four equal quarterly installments; prorated for partial year |
| Nom Gov Committee member retainer | 5,000 | Annual; paid quarterly; prorated for partial year |
| Total cash retainer (Board + Nom Gov) | 70,000 | As disclosed specifically for Menezes; prorated from 6/17/2025 to 2025 annual meeting |
| Reimbursements | Up to 10,000 per director per fiscal year for continuing education | Reasonable out-of-pocket Board/committee meeting costs reimbursed; indemnification agreements standard |
Performance Compensation
| Equity Vehicle | Grant Value ($) | Grant Timing | Vesting | Notes |
|---|---|---|---|---|
| RSUs (Annual Equity Award) | 150,000 | Business day immediately following each annual meeting | Expected to vest on one-year anniversary or, if earlier, on business day immediately preceding next annual meeting; subject to continued service | Menezes to receive pro-rated portion for service between 6/17/2025 and 2025 annual meeting |
| RSUs (Board Chair additional grant) | 50,000 | Same as above | Same vesting as above | Applies only to Board Chair; not applicable to Menezes |
Performance metrics tied to director compensation: None disclosed; director RSUs are time-based vesting without financial/ESG performance conditions .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Overlap/Interlock |
|---|---|---|---|
| Public company boards | Public | None disclosed | No public company directorships disclosed for Menezes |
| USEA | Non-profit | President & CEO | External leadership (non-profit); no Nextracker related-party transactions disclosed |
| Georgetown University Law Center | Academic | Adjunct Professor | External academic role |
- Compensation and People Committee interlocks: FY25 C&P Committee members were Julie Blunden, Jonathan Coslet, and Willy Shih; none of Nextracker’s executive officers served on boards/comp committees of entities with reciprocity on Nextracker’s Board .
Expertise & Qualifications
- Board-identified skills: Management Experience; Solar Industry Experience; Finance/Corporate Audit Experience (per Board Skills Matrix) .
- Executive, legal, and policy background spanning DOE leadership and energy infrastructure law; selected for extensive experience in energy policy and security matters .
Equity Ownership
| Holder | Shares Beneficially Owned (Class A) | % of Total Voting Power |
|---|---|---|
| Mark Menezes (as of June 5, 2025) | — | — |
| Notes | As of the June 5, 2025 measurement date for the ownership table, Menezes was appointed thereafter on June 17, 2025; no pledging or hedging disclosures specific to Menezes were noted in the ownership section . |
- Section 16(a) compliance: For FY25, directors/officers beneficially owning >10% timely filed required reports (Menezes’ appointment occurred after FY25) .
Governance Assessment
-
Strengths:
- Independence confirmed; no related person transactions reported under Item 404(a) at appointment .
- Relevant energy policy, regulatory, and infrastructure expertise; adds public-sector perspective and risk oversight depth to Nom Gov Committee .
- Board practices include regular executive sessions and documented risk oversight by committees, supporting governance rigor .
-
Alignment and incentives:
- Cash retainer aligned with committee service ($70,000 total), plus time-based RSUs ($150,000 annually, prorated for partial year), providing equity exposure and alignment; vesting linked to continued service and annual meeting cadence .
- As of ownership record date (June 5, 2025), no personal beneficial ownership disclosed; alignment expected to increase upon RSU grant after the 2025 annual meeting .
-
RED FLAGS / Risks:
- No specific red flags disclosed: no related-party transactions, legal proceedings, or interlock concerns noted; attendance for Menezes not applicable for FY25 given appointment date .
- Potential investor consideration: initial “skin-in-the-game” appears limited at appointment due to timing of ownership record date; watch for equity accumulation via RSU grants and any future open-market purchases to strengthen alignment .