Lori Sundberg
Shoals Technologies GroupAbout Lori Sundberg
Independent director at Shoals Technologies Group since 2021; age 61 as of March 6, 2025; Class II director with current term expiring at the 2026 annual meeting . She is a seasoned human capital executive currently serving as Chief Human Resources Officer at Cadence Education (since 2024), with prior CHRO and senior HR leadership roles spanning technology, industrials, utilities, and financial services, and holds a B.S. in Business Management from Brigham Young University . The Board has determined she is independent under Nasdaq standards . Her board skill profile highlights financial expertise, corporate governance, compensation, human capital management, M&A, international experience, and energy-adjacent markets understanding .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cadence Education | Chief Human Resources Officer | 2024–Present | Leads HR strategy and programs |
| Performance and Talent Solutions | HR Executive (Consulting) | Oct 2021 – Jun 2024 | Executive HR advisory during transition period |
| Quanergy Systems, Inc. (NYSE: QNGY) | Chief Human Resources Officer | Jun 2022 – Feb 2023 | Led HR at lidar/3D solutions firm |
| Western Digital (Nasdaq: WDC) | EVP & Chief Human Resources Officer | Feb 2018 – Oct 2021 | Led global HR initiatives and people strategy |
| Jacobs (NYSE: J) | SVP, Global Human Resources | Prior to 2018 | Global HR leadership at engineering/technical services firm |
| Arizona Public Service Company | SVP, Human Resources & Ethics | Prior to Jacobs | Drove culture, ethics, and HR programs at major utility |
| American Express | Various HR leadership roles | Earlier career | Progressive HR leadership roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cadence Education | Chief Human Resources Officer | 2024–Present | Current operating role (private company) |
No current public company directorships for Ms. Sundberg are disclosed in the proxy .
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board affirmatively determined Ms. Sundberg is independent under Nasdaq rules; all three standing committees are fully independent .
- Attendance and engagement: In 2024, each director (other than a mid-year appointee) attended at least 75% of aggregate Board/committee meetings; all directors then in office attended the 2024 annual meeting .
- Board structure and leadership: Shoals has separated Chair and CEO roles; the Board is declassifying with annual elections phased in through 2027; Ms. Sundberg is a Class II director (term to 2026) .
- Compensation oversight process: As Compensation Committee Chair, works with independent consultant Pay Governance; committee assessed consultant independence and found no conflicts .
Fixed Compensation (Director)
| Component | 2024 Policy/Amount | Ms. Sundberg 2024 Actual | Vesting/Notes |
|---|---|---|---|
| Annual cash retainer | $75,000 | Included in $90,000 total cash | Paid quarterly, prorated if partial year |
| Committee chair fee (Compensation) | $15,000 | Included in $90,000 total cash | Paid quarterly, prorated if partial year |
| Meeting fees | Not disclosed | — | No separate meeting fees disclosed |
| Total Fees Earned (Cash) | — | $90,000 | 2024 director compensation table |
Performance Compensation (Director Equity)
| Equity Element | Grant Date | Grant Value / Units | Vesting | Notes |
|---|---|---|---|---|
| Annual Director RSUs | May 2, 2024 | $180,003; 20,619 RSUs | 100% on date of 2025 Annual Meeting (May 1, 2025), subject to service | Policy increased annual RSU grant value from $160,000 to $180,000 effective May 2, 2024 |
| Chairman extra RSUs | — | Not applicable to Sundberg | — | $100,000 extra applies only to Chair of the Board |
Performance features and guardrails for overall pay programs:
- Prohibitions on hedging/pledging company securities apply to directors; share pledging and margin accounts are prohibited .
- Clawback policy adopted in compliance with Nasdaq Rule 5608/Exchange Act Section 10D (executive incentive pay) .
- Director stock ownership guidelines: 5x annual cash retainer; 50% net-after-tax share retention until guideline achieved .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Ms. Sundberg |
| Prior public company boards | Not disclosed for Ms. Sundberg |
| Compensation committee interlocks | Company discloses no compensation committee interlocks among its executive officers and other companies’ boards/committees |
Expertise & Qualifications
- Financial expertise; corporate governance; executive compensation; human capital management; M&A; international experience; energy and adjacent markets exposure per Board Skills Matrix .
- Broad cross-industry HR leadership (technology, utilities, industrials, financial services) and culture/leadership development focus emphasized in biography .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class A Outstanding | As-of Date | Notes |
|---|---|---|---|---|
| Lori Sundberg | 52,035 | <1% | March 6, 2025 | Based on 167,115,267 Class A shares outstanding; beneficial ownership definitions include RSUs vesting within 60 days |
Additional alignment policies:
- Non-employee director ownership guideline of 5x annual cash retainer; 50% net-after-tax retention until met .
- Hedging and pledging of company stock prohibited .
Governance Assessment
Key positives
- Independence and leadership: Independent director; chairs Compensation Committee and serves on Nominating & Corporate Governance—positions central to oversight of pay, succession, ESG governance, and board composition .
- Process discipline: Compensation Committee retains independent advisor (Pay Governance) with formally assessed independence; robust charter responsibilities including CEO goal-setting, pay design, clawback oversight, and human capital oversight .
- Shareholder alignment signals: Stock ownership guidelines for directors (5x retainer), hedging/pledging prohibitions, and a compliant clawback policy support alignment and risk mitigation .
- Shareholder feedback and support: Say-on-pay support at ~82% in 2024 (down from ~90% in 2023), reflecting engagement and responsiveness during a volatile year; committee adjusted 2024 AIP to two-half structure for 2025 with explicit caps and maintained rigor in PSUs .
Watch items and contextual risks
- Discretionary adjustments amid industry disruption: 2024 saw one-time executive retention RSUs and a revised in-flight AIP with capped payouts due to utility-scale solar delays; as Comp Chair, Sundberg oversaw these decisions—justified as extraordinary but still a governance watch item for investors .
- Director equity grant increase: Annual director RSU grant value increased from $160,000 to $180,000 effective May 2, 2024—modest but note as part of overall board pay trajectory .
- Related-party transactions: None disclosed involving Ms. Sundberg; Board reviewed RPT policies and specifically assessed an arrangement relating to TVA given another director’s role, concluding independence; this reduces interlock/conflict concerns for Sundberg specifically .
Overall view
- Ms. Sundberg brings deep HR, compensation, and governance expertise and is positioned to drive rigorous pay-for-performance oversight and succession planning. The committee’s use of an independent consultant, formal clawback policy, ownership guidelines, and anti-hedging/pledging rules are positive. Continued monitoring of pay discretion (retention awards; AIP structural changes) is warranted given 2024 volatility and the modest dip in say-on-pay support to ~82% in 2024 from ~90% in 2023 .