Steven Mandel
About Steven Mandel
Steven Mandel (age 37) is an independent director of Nextracker Inc. and Partner at TPG Rise Climate, serving on Nextracker’s Board since 2023 . He holds a BS in Business & Economics from Lehigh University, an MS in Finance from London Business School, and is a CFA charterholder . During FY25, the Board held 7 meetings, and each director attended at least 75% of Board and committee meetings for which they served .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TPG Rise Climate | Partner | 2019–present | Climate investing strategy leader |
| Denham Capital | Director | 2011–2019 | Principal investments across clean energy |
| Citigroup (Power & Renewables IB) | Investment Banking (Power & Renewables) | 2009–2011 | Transaction execution in energy |
External Roles
| Organization | Role | Sector Exposure |
|---|---|---|
| Matrix Renewables | Director | Renewable IPP/developer |
| Intersect Power | Director | U.S. solar/storage developer |
| Palmetto Solar | Director | Residential solar/energy services |
| Climavision | Director | Weather data/tech |
| Chordoma Foundation (non-profit) | Director | Healthcare/non-profit |
Board Governance
- Board class: Classified board (Class I/II/III); Mandel’s term continues to 2027
- Committee memberships:
- Audit Committee member (Brandi Thomas, Chair; members: Julie Blunden, Steven Mandel)
- Not on Compensation & People Committee (members: Blunden, Coslet, Karuturi, Shih)
- Not on Nominating, Governance & Public Responsibility Committee (members: Guldner, Menezes, Watkins; Watkins, Chair)
- Independence: Board determined Audit Committee members (including Mandel) meet Nasdaq/SEC independence and financial literacy requirements .
- Attendance: Board met 7 times in FY25; each director attended ≥75% of Board/committee meetings; executive sessions typically held at each quarterly meeting .
- Chair/lead structure: Chair is William Watkins; policy requires appointment of a Lead Independent Director if the Chair is not independent .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Cash Retainer (Board) | $65,000 | For Compensated Directors only; TPG partners are excluded |
| Committee Chair Retainers | Audit $25,000; C&P $25,000; Nominating $10,000 | For Compensated Directors; TPG partners excluded |
| Committee Member Retainers | Audit $12,500; C&P $12,500; Nominating $5,000 | For Compensated Directors; TPG partners excluded |
| Reimbursement | Reasonable out-of-pocket and up to $10,000 continuing education | All directors |
Steven Mandel does not receive Nextracker director compensation (cash or equity) because partners/employees of TPG are not eligible for director compensation under the program . FY25 Director compensation table excludes Mandel, confirming no fees/stock awards were paid to him .
Performance Compensation
| Component | Grant Value | Vesting/Performance Metrics |
|---|---|---|
| Annual RSUs (Directors) | $150,000 (plus $50,000 for Chair) | One-year vest; time-based only; applicable to Compensated Directors; TPG partners excluded |
No performance-based director equity (PSUs/options) for directors; director RSUs are time-based and not applicable to Mandel due to TPG policy exclusion .
Other Directorships & Interlocks
- Sector interlocks: Sitting on boards of solar developers (Matrix Renewables, Intersect Power, Palmetto) could create perceived conflicts if those firms are Nextracker customers or counterparties; Nextracker’s Audit Committee oversees related party transactions and the Nom Gov Committee reviews conflicts of interest .
- Ownership/structural ties: Historical offering documents indicate TPG-affiliated entities were significant owners in Nextracker’s LLC at IPO (e.g., TPG Rise Flash, L.P.), highlighting a potential governance sensitivity around investor influence and TRA arrangements . Nextracker’s FY25 10-K subsidiary list includes TPG Rise Climate Flash entities in the corporate structure, reflecting continuing legacy structuring linkages .
Expertise & Qualifications
- Finance and investing expertise across clean energy; audit committee financial literacy determination by Board .
- Academic credentials in business/finance with CFA designation .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Voting Power |
|---|---|---|
| Steven Mandel | — (none reported as of June 5, 2025) | — |
- Hedging/pledging: Prohibited for directors under Insider Trading and Trading Window Policy; directors are barred from derivative transactions and pledging company stock .
- Stock ownership guidelines: Non-employee directors are expected to own ≥5x annual cash retainer value within 5 years; guidelines count unvested time-based RSUs, exclude options/PSUs . Note: TPG partner exclusion from director compensation complicates application of a retainer-based guideline for Mandel .
Governance Assessment
- Strengths:
- Independent Audit Committee member with finance literacy; committee met 8 times in FY25, indicating active oversight .
- Board-level independence and structured committee oversight of conflicts and related party transactions .
- Attendance threshold met; regular executive sessions promote independent oversight .
- Weak Spots / Red Flags:
- No reported personal share ownership (as of June 5, 2025), reducing “skin-in-the-game” alignment for a director with sector influence .
- TPG partner status and multiple sector board roles raise perceived conflict-of-interest risks if counterparties overlap; mitigation depends on strict enforcement of related-party and conflict review processes by Audit and Nom Gov Committees .
- Director compensation and stock ownership guideline mechanics (retainer-based) may not drive equity alignment for TPG-affiliated directors due to compensation exclusion .
Board/Committee Activity Snapshot
| Governance Metric | FY25 Value | Notes |
|---|---|---|
| Board Meetings Held | 7 | All directors ≥75% attendance |
| Audit Committee Meetings | 8 | All members independent; Thomas is “financial expert” |
| Compensation & People Committee Meetings | 5 | Independent membership |
| Nominating, Governance & Public Responsibility Committee Meetings | 4 | Independent membership; conflict oversight |
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 Say-on-Pay | ~85% approval of votes cast (excluding abstentions) |
| FY25 Shareholder Engagement | Outreach to 90% of top 20 holders; engaged with 176 investors covering ~74% of outstanding capital |
Note: Say-on-Pay pertains to executive pay; included here for investor confidence context on governance/compensation oversight .
Related Party Transactions & Policies
- Policy: Written related person transaction policy; Audit Committee reviews and administers related party transactions; indemnification agreements for directors .
- Disclosures: Proxy does not report director-specific related-party transactions in FY25 beyond standard compensation disclosures .
Director Compensation Program (Reference)
| Element | Policy |
|---|---|
| Cash Retainers | Board $65k; Audit Chair $25k/Members $12.5k; C&P Chair $25k/Members $12.5k; Nominating Chair $10k/Members $5k |
| Equity | Annual RSUs $150k; Chair +$50k; one-year vest; Compensated Directors only |
| Exclusion | Employees/partners of TPG are not eligible for director compensation |
Insider Trading, Hedging & Pledging Controls
- Trading windows, blackout periods, and pre-clearance requirements for Section 16 persons; prohibition on hedging/derivatives and pledging; encouragement of 10b5-1 plans .
Implications for Investor Confidence
- Audit committee independence and frequent meetings support reliable financial oversight.
- The absence of personal share ownership and TPG affiliation necessitate strong conflict management and disclosure rigor to maintain investor trust; committees explicitly oversee conflicts and related-party transactions .
- Compensation program design does not create director equity alignment for TPG-affiliated directors; investors may prefer voluntary ownership or formalized guidelines for such directors to strengthen alignment .