Brad Forth

About Brad Forth

Independent Chair of the Board at Shoals Technologies Group. Age 60 as of March 6, 2025, with board service at Shoals since June 2017 and current Class III term expiring in 2027; holds a B.Eng. in Electrical Engineering from the University of Victoria and has 30+ years’ energy industry experience including CEO, investor, and board leadership roles . The Board separates the Chair and CEO roles; Forth serves as independent Chair focusing on strategic oversight and agenda-setting, engaging with the CEO between meetings .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee; not on Audit Committee .
• Independence: Board affirmatively determined Forth is independent under Nasdaq standards; all three standing committees are fully independent .
• Attendance: In 2024 the Board held 4 regular and 3 special meetings; each director attended at least 75% of aggregate Board/committee meetings during their tenure, and all directors then in office attended the 2024 annual meeting .
• Board leadership: Roles of Chair and CEO remain separated since IPO; Forth, as independent Chair, focuses Board agendas and strategic oversight, while CEO Moss handles day-to-day operations .

Fixed Compensation

Director compensation policy (as amended May 2, 2024):

• Annual cash retainer: $75,000 for non-employee directors .
• Committee chair fees: Audit Chair $25,000; Compensation Chair $15,000; Nominating & Corporate Governance Chair $15,000 .
• Annual RSU award: ~$180,000 grant-date fair value, vests 100% at next annual meeting; Chairman of the Board receives an additional ~$100,000 RSU grant annually .

Performance Compensation

Non-employee director equity awards are time-based RSUs (no performance conditions); vest 100% at the next annual meeting, subject to continued service .

Other Directorships & Interlocks

• Current external public board: Array Technologies (ARRY). Industry adjacency with Shoals (solar components), raising potential information-flow considerations; Audit Committee oversees related party transaction review and approval per formal policy .
• Compensation committee interlocks: Company discloses none among executive officers in FY2024 .

Expertise & Qualifications

• Energy and adjacent markets, M&A, governance, manufacturing/supply chain, financial expertise, human capital, and international experience are among Forth’s identified board skills; also CEO experience and cybersecurity/IT exposure per skills matrix .
• Technical foundation: B.Eng. Electrical Engineering, University of Victoria .

Equity Ownership

• Stock ownership guidelines: Non-employee directors must hold a minimum of 5x annual cash retainer; 50% net shares retention until target met; eligible holdings include direct, certain indirect, and unvested RSUs (net of taxes) while PSUs and unexercised options do not count .
• Hedging and pledging: Prohibited for directors under Insider Trading Policy; no margin pledging allowed .

Insider Trades (Form 4)

Governance Assessment

• Board effectiveness: Independent Chair structure, annual self-evaluations, and fully independent standing committees support oversight quality; Forth chairs Nominating & Corporate Governance and sits on Compensation, reinforcing governance and CEO succession planning responsibilities .
• Independence and conflicts: Board annually reviews independence and related party transactions; Forth affirmed independent. While Forth serves on ARRY’s board (solar industry), the company maintains formal related party review policies via the Audit Committee; no transaction details involving Forth were indicated in reviewed sections .
• Attendance and engagement: Directors met attendance expectations in 2024 (≥75%) and attended the annual meeting; Forth signed the shareholder letter as Chair, evidencing engagement .
• Alignment: Meaningful equity holdings and annual RSU grants, with ownership guidelines (5x retainer) and hedging/pledging bans enhance alignment with shareholders .
• Shareholder feedback: Say-on-pay support was ~82% in 2024 and 80.7 million For vs. 51.8 million Against in 2025; Compensation Committee disclosed consideration of vote outcomes in pay design, reflecting responsiveness .

RED FLAGS to monitor

• Industry interlock: External directorship at Array Technologies (solar) could create perceived informational overlap; continued monitoring of any disclosed transactions and committee oversight is prudent .
• Pay structure: Director equity is fully time-based RSUs (no performance criteria); while common for directors, investors focused on pay-for-performance may prefer additional performance linkage for executives rather than for directors .

Appendix: Board & Shareholder Voting Snapshot (FY2025)