Brandon Moss
Shoals Technologies GroupAbout Brandon Moss
Brandon Moss, age 46, is Chief Executive Officer of Shoals Technologies Group, Inc. (since July 17, 2023) and a director (since February 2024); he holds an MBA from Wake Forest University and a Bachelor’s in Marketing from Miami University, and currently serves on the Solar Energy Industries Association board . Under his tenure amid sector-wide delays, Shoals reported 2024 revenue of $399.2 million, Adjusted EBITDA of $99.084 million, and net income of $24.127 million, with Company TSR for 2024 at $16.30 versus peer index $30.73 . The Board maintains an independent Chair separate from the CEO role, with all directors other than Moss deemed independent .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southwire Company | President, Tools, Components & Assembled Solutions | 2014–2023 | Led autonomous business unit; built adjacent products platform to diversify and drive value creation . |
| Southwire Company | Vice President, Retail Sales | 2009–2013 | Led retail sales organization and commercial growth initiatives . |
| Southwire Company | Director of Sales | 2007–2009 | Drove sales execution across channels . |
| Lutron Electronics | Account Manager | 2002–2007 | Scaled commercial/residential lighting controls with key accounts . |
| Black & Decker | Territory Manager | 2000–2002 | Managed regional sales for tools portfolio . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Solar Energy Industries Association | Director | Current | Industry advocacy and market development for solar and adjacent markets . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $725,000 | $760,000 (5% increase) | Initial salary set at hire; increased in 2024 to align with market median . |
| New-Hire Cash Replacement ($) | $250,000 (1st installment) | $250,000 (2nd installment) | One-year clawback on each installment if terminated for cause or resigns without good reason . |
| Commuting/Relocation Benefits | Commuting reimbursed through Dec 31, 2025 | Commuting reimbursed through Dec 31, 2025 | Offer letter provides commuting reimbursement and a relocation expense opportunity with clawback if not relocating by 12/31/2025 . |
Performance Compensation
Annual Incentive Plan (AIP) – Revised H2 2024
| Metric | Weight | H2 Threshold | H2 Target | H2 Stretch | Actual H2 2024 | Moss Payout ($) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 60% | $46.6m | $54.9m | $63.1m | $50.7m | $271,889 |
| Adjusted Free Cash Flow | 15% | $26.5m | $30.4m | $34.4m | $30.4m | $67,972 |
| Individual Goals | 25% | N/A | N/A | N/A | 120% of Target | $113,287 |
| Total AIP (Capped at 50% of original target) | — | — | — | — | — | $453,149 |
AIP design: 60% Adjusted EBITDA, 15% Adjusted Free Cash Flow, 25% Individual goals; cap at 50% of original 2024 opportunity due to sector volatility . Definitions for Adjusted EBITDA and Adjusted Free Cash Flow are provided in Appendix A .
Long-Term Incentives (LTI) – 2024 Grants and Retention
| Award Type | Grant Date | Target Value ($) | Shares / Units | Key Vesting / Performance Terms |
|---|---|---|---|---|
| PSUs | Feb 27, 2024 | $2,200,000 | 142,950 Target Units | 3-year performance to Dec 31, 2026; 50% Net Revenue CAGR with relative peer modifier; 50% Cumulative Adjusted Diluted EPS; 0–200% payout . |
| RSUs | Feb 27, 2024 | $2,200,000 | 142,950 RSUs | Time-vest over 3 years on each anniversary of Mar 4, 2024 (2025, 2026, 2027) . |
| Retention RSUs (one-time) | Aug 1, 2024 | $2,200,000 | 353,130 RSUs | Vests 2/3 on Aug 13, 2026 and 1/3 on Aug 13, 2027 . |
| New-Hire PSUs | Jul 17, 2023 | Part of $3.3m LTI | 30,888 PSUs at threshold value shown | 3-year performance (FY2023–FY2025) split: revenue CAGR and average gross margin; 0–200% payout . |
| New-Hire RSUs | Jul 17, 2023 | ~$1,100,000 | 61,775 RSUs (41,183 unvested as of 12/31/2024) | One-third vested on Jul 17, 2024; remaining vest on Jul 17, 2025 and Jul 17, 2026 . |
2022 PSU cycle (for other NEOs) paid at 64.4% of target; Moss did not participate (joined in 2023) .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Value |
|---|---|
| Shares Beneficially Owned (Class A) | 34,737 (less than 1%) |
| Shares Outstanding (Class A) | 167,115,267 |
| CEO Stock Ownership Guideline | 5x annual base salary; 50% net shares retention until met |
| Hedging / Pledging | Prohibited for directors and officers |
Outstanding and Unvested Equity (as of Dec 31, 2024)
| Grant | Unvested RSUs (#) | Unvested PSUs (#) | Market/Payout Values ($) |
|---|---|---|---|
| Jul 17, 2023 | 41,183 RSUs | 30,888 PSUs (threshold value shown) | RSUs $227,742; PSUs $170,808 |
| Feb 27, 2024 | 142,950 RSUs | 71,745 PSUs | RSUs $790,514; PSUs $395,257 |
| Aug 1, 2024 (Retention) | 353,130 RSUs | — | RSUs $1,952,809 |
| Total (Moss) | 537,263 RSUs | 102,633 PSUs | Aggregate values per grant above |
Stock Awards vested in 2024: Moss acquired 61,776 shares upon RSU vesting (value realized $420,668), highlighting near-term delivery-based equity that can create periodic liquidity decisions .
Employment Terms
| Term | Detail |
|---|---|
| Start Date / Role | CEO effective July 17, 2023 |
| Base / Target Bonus | $725,000 initial base; target bonus 100% of base (prorated in 2023) |
| Relocation / Commuting | Relocate by Dec 31, 2025; relocation expense opportunity with clawback; commuting reimbursement until relocation |
| Severance Plan | CEO: 24 months base if terminated without cause/resign for good reason; COBRA benefits; 24-month non-compete/non-solicit post-termination |
| Change-in-Control (Double Trigger) | CEO: 24 months base + 2x target bonus; COBRA; equity acceleration as specified |
| Arbitration / Covenants | Arbitration provision; confidentiality; non-disparagement; assignment; governing law TN |
Potential Payments as of Dec 31, 2024 (Scenario Analysis)
| Scenario | Cash Severance ($) | Accelerated RSUs ($) | Accelerated PSUs ($) | COBRA ($) |
|---|---|---|---|---|
| Qualifying Termination (no CIC) | $1,520,000 | $1,679,251 | $0 | $37,074 |
| Qualifying Termination within 24 months of CIC | $3,268,000 | $2,971,064 | $1,132,129 | $37,074 |
| Death/Disability | — | $2,971,064 | $245,624 | — |
| CIC (no assumption of awards) | — | $2,971,064 | — (PSU treatment discretionary) | — |
Board Governance
- Board service: Director since February 2024; Class III, term expires 2027 .
- Committee roles: Moss serves on no committees; all committees fully independent .
- Independence and leadership: All directors except Moss are independent; Chair and CEO roles separated, with independent Chair Brad Forth .
- Board attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings .
- Director compensation: Moss receives no director fees (executive); non-employee director RSU and cash retainers disclosed separately .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($) | $127,611,000 | $39,974,000 | $24,127,000 |
| Adjusted EBITDA ($) | $92,989,000 | $173,391,000 | $99,084,000 |
| Company TSR (Value per $100) | $72.71 | $45.80 | $16.30 |
| Peer TSR (Value per $100) | $64.56 | $47.53 | $30.73 |
Selected achievements from individual AIP goals (Moss):
- Diversified into new markets (Community, C&I, BESS, International) while protecting core solar; built organizational capacity and operational excellence .
Compensation Structure Analysis
- Pay mix: 2024 CEO target pay 51% performance-based; 87% “at-risk” (RSUs/PSUs); one-time retention RSUs granted in 2024 to support retention amid sector volatility .
- AIP shifts: Mid-year revision to H2-only metrics with a 50% cap responding to industry-wide project delays; metrics remained financial (Adj EBITDA, Adj FCF) plus individual goals .
- PSU metric changes: 2024 PSU design moved from Average Gross Margin to Cumulative Adjusted Diluted EPS with a relative growth modifier; 2025 PSUs adopt annual goal setting with a 3-year cumulative relative TSR modifier .
- Governance practices: Double-trigger equity vesting on CIC; clawback policy compliant with Nasdaq 5608; hedging/pledging prohibited; no stock options program or repricing .
Compensation Peer Group and Say-on-Pay
| Item | 2024 Peer Group | 2025 Peer Group |
|---|---|---|
| Composition | Array Technologies; Bloom Energy; ChargePoint; Enphase; ESCO; First Solar; FTC Solar; Generac; Gibraltar; Itron; Littelfuse; Power Integrations; Rogers; SolarEdge; SolarWinds; SunPower; Sunrun | Updated to size/industry relevant peers including Altus Power; Ameresco; American Superconductor; Array; ESCO; Fluence; Gibraltar; Helios; Littelfuse; Nextracker; Power Integrations; Rogers; SolarEdge; Sunrun |
| Target positioning | Market median; Moss LTI increased to market median amidst volatility | |
| Say-on-Pay | ~82% approval at 2024 annual meeting |
Risk Indicators & Red Flags
- Tax gross-ups on commuting reimbursements for certain NEOs (including Moss) noted in 2024, though limited in scope .
- No hedging or pledging permitted; clawback policy adopted; no single-trigger equity vesting on CIC and no options repricing .
- Related party transactions: Company disclosed none involving Moss requiring Item 404(a) disclosure .
Equity Ownership & Vesting Calendar (Selling Pressure Indicators)
- Near-term vesting: 2024 RSUs continue vesting annually on Mar 4, 2025/2026/2027; new-hire RSUs vest on Jul 17, 2025/2026; retention RSUs vest in larger blocks on Aug 13, 2026 (two-thirds) and Aug 13, 2027 (one-third) .
- 2024 PSU performance certification due post-Dec 31, 2026; 2023 PSU cycle certification by Mar 31, 2026 (subject to performance) .
- 2024 vesting realized: 61,776 shares vested for Moss in 2024 (value $420,668) .
Investment Implications
- Strong alignment with shareholders via high “at-risk” pay, performance-based PSUs (EPS and growth) and strict clawback/anti-hedging policies; however, the 2024 one-time retention RSUs and mid-year AIP cap highlight retention priorities amid industry stress .
- Material unvested equity through 2027 lowers near-term departure risk but creates concentrated vest dates (Aug 2026/Aug 2027) that could produce selling pressure depending on tax/liquidity needs .
- Governance quality is supported by independent Chair–CEO split and fully independent committees; Moss’s board seat without committee roles reduces dual-role concerns (no CEO/Chair consolidation), and independence across committees mitigates compensation and audit risk .
- Change-in-control economics for the CEO are substantial (24 months base + 2x bonus; equity acceleration) and should be factored into M&A scenarios and takeover defenses .