Charles Wickersham
About Charles Wickersham
Independent director since 2017 with deep thin-film and sputtering materials expertise. Age 73 (2025); PhD in Metallurgical Engineering (UIUC) and BS in Physics (Rose-Hulman). Career spans senior R&D roles at First Solar (Materials Analysis & Development Manager, 2006–2017), Cabot Corporation (R&D Manager, 2002–2006), and Tosoh SMD (VP Engineering, 1988–2002), with 22 patents and 45+ publications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Solar, Inc. | Materials Analysis & Development Manager | Jul 2006 – Mar 2017 | Led materials analysis and development for PV modules; contributed to thin-film process advancements |
| Cabot Corporation | Manager, Research & Development | 2002 – 2006 | Directed specialty chemicals/performance materials R&D |
| Tosoh SMD (Tosoh Corp. subsidiary) | Vice President, Engineering | 1988 – 2002 | Led engineering for sputtering targets and thin films for semiconductors/solar |
External Roles
- Proxy biography does not list current external public company board roles for Wickersham .
Board Governance
| Item | Status/Detail |
|---|---|
| Independence | Board determined Wickersham is independent under Nasdaq Rule 4350(d) and financially literate (Audit Committee determination) |
| Committees | Audit Committee member; Technical Committee Chair |
| Committee Activity (2023 → 2024) | Audit Committee met 5 → 4 times; Technical Committee met 7 → 5 times |
| Board Meetings & Attendance | 2023: 6 meetings; Wickersham attended 5 (one absence). 2024: 6 meetings; all directors attended every meeting |
| Lead Independent Director | None; Board chaired by Laura F. Shunk |
| Nominating Committee | None (full Board handles nominations due to small size) |
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Stock Awards | Option Awards | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $39,500 | $0 | $0 | $0 | $39,500 |
| 2023 | $33,500 | $0 | $0 | $0 | $33,500 |
| Component | 2023 | 2024 |
|---|---|---|
| Non-employee director cash retainer | $30,000 | $36,000 |
| Technical Committee Chair fee | $3,500 | $3,500 |
| Total derived (retainer + chair) | $33,500 | $39,500 |
Performance Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Stock awards (director) | $0 | $0 |
| Option awards (director) | $0 | $0 |
| Performance metrics tied to director pay | Not disclosed in proxy |
Equity for directors has not been used in 2023–2024; director compensation is entirely cash-based, with modest committee chair fees .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| Not disclosed | — | Wickersham’s proxy biography does not list external public company directorships |
| SCIA Board Interlocks | Related party | John P. Gilliam (director) is CEO Jeremiah Young’s father-in-law; Shunk’s law firm provides IP services to SCIA (board-level related-party exposure) |
Expertise & Qualifications
- Metallurgical engineering PhD; physics BS; 22 patents and 45+ scientific publications .
- Decades of leadership in sputtering targets and thin-film PV and semiconductor materials (First Solar, Cabot, Tosoh) .
- Determined by Board to be independent and financially literate for Audit Committee service .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Class |
|---|---|---|
| Apr 23, 2024 | 38,574 | 0.8% |
| Apr 28, 2025 | 38,574 | 0.8% |
- Director stock/option grants in 2023–2024: $0 (no new director equity awards) .
- Company-wide option overhang: 41,304 options outstanding at 12/31/2023; plan availability 215,285 shares; by 4/28/2025, 5,945 options remained outstanding (2011 plan expired; no shares available for issuance) .
Governance Assessment
- Strengths
- Deep technical domain expertise aligned with SCIA’s materials/sputtering business; chairing Technical Committee supports product/market development .
- Independence affirmed; Audit Committee service with financial literacy enhances oversight quality .
- Consistent beneficial ownership (~0.8%); signals enduring stake though not large enough for control .
- Weaknesses/Risks
- Cash-only director pay with no equity grants in 2023–2024 reduces direct pay-for-performance alignment at the board level; reliance on fixed retainers and small chair fees .
- 2023 attendance shortfall (one missed meeting) vs. peers; improved to perfect attendance in 2024, but monitoring is warranted .
- Board-level related-party exposure: Gilliam’s family relationship with CEO and legal services from Shunk’s firm present perceived conflicts; continued transparency and recusal protocols are advisable .
- No Lead Independent Director and no separate nominating committee due to small board size; may constrain independent leadership structures .
- Signals and Shareholder Feedback
- Prior say-on-pay approval strong (≈98% in 2022); the Board plans to reassess after the 2025 vote, suggesting openness to investor input .
RED FLAGS
- Related-party ties on the board (family relationship; outside legal services) elevate conflict-of-interest risk even if properly managed .
- Cash-heavy director compensation and absence of equity grants to directors limit ownership alignment at the board level .