Robert Julian
Shoals Technologies GroupAbout Robert Julian
Robert Julian (age 62) is an independent Class III director at Shoals Technologies Group (SHLS), serving since August 2022 with his current term expiring at the 2027 annual meeting. He chairs the Audit Committee and serves on the Compensation Committee; the Board has affirmed his independence under Nasdaq standards. Julian holds a BA in Finance from Michigan State University and an MBA in Finance from the University of Michigan .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The RealReal, Inc. (NASDAQ: REAL) | Chief Financial Officer; Co‑Interim CEO | CFO: Oct 2021–Jan 31, 2024; Co‑Interim CEO: Jun 2022–Feb 2023; Consultant through Jun 2024 | Led finance and co-led executive transition |
| Sportsman’s Warehouse | EVP & CFO | Apr 2019–Oct 2021 | Senior finance leadership |
| Deluxe Entertainment Services Group | EVP, CFO & Treasurer | Jul 2017–Jun 2018 | Senior finance leadership |
| Prior senior roles (Callaway Golf, Lydall, Legrand North America, Fisher Scientific, Cisco, Honeywell) | Finance leadership | Various | Built high-performing finance, accounting and IT teams |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PROG Holdings, Inc. (NYSE: PRG) | Director | Current | Audit Committee member |
| Rayton Solar Inc. (private) | Director | Current | Board service at engineered wafer producer |
Board Governance
- Independence: Board determined Julian is independent; Audit and Compensation Committees are fully independent under heightened SEC/Nasdaq standards .
- Committees:
- Audit Committee: Chair (members include Daul, Volpe, Ramdev); Julian designated an “audit committee financial expert” .
- Compensation Committee: Member; committee chaired by Lori Sundberg and uses independent consultant Pay Governance .
- Attendance: In 2024, each director attended at least 75% of aggregate Board/committee meetings; all directors then in office attended the 2024 annual meeting .
- Board leadership: Independent Chair (Brad Forth); roles of Chair and CEO are separated .
- Risk oversight: As Audit Chair, Julian oversees major financial and cybersecurity risks, internal control, related‑party review, earnings releases, and auditor engagement; Board received quarterly cybersecurity briefings starting 2024 .
- Auditor transition: Company dismissed BDO on Mar 11, 2025 and engaged Ernst & Young LLP; ratification proposed for 2025 meeting .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard director retainer per policy |
| Audit Chair fee | $25,000 | Committee chair fees: Audit $25k |
| Compensation Committee chair fee | $0 | Chair is Sundberg (Julian is member) |
| Total cash earned (FY2024) | $100,000 | As reported in director comp table |
| Annual RSU grant (directors) | $180,003 | Grant on May 2, 2024; 20,619 RSUs; vests 100% at 2025 annual meeting |
Policy details: Non‑employee directors receive annual cash retainers and RSUs; RSU grant value increased to ~$180,000 effective May 2, 2024; RSUs vest on the date of the subsequent annual meeting, subject to continued service .
Performance Compensation
Directors do not receive performance‑conditioned equity; non‑employee director equity is time‑vested RSUs.
| Metric | FY2024 | Design |
|---|---|---|
| Performance‑based awards (PSUs/options) | None | Director equity is RSUs; no PSUs/options disclosed for directors |
| RSU vesting | 100% at next annual meeting | Per Director Compensation Policy |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public boards | PROG Holdings, Inc. (NYSE: PRG) – Audit Committee member |
| Private/industry boards | Rayton Solar Inc. (engineered wafers) |
| Interlocks/conflicts | No related‑party transactions disclosed involving Julian; Audit Committee oversees related‑party approvals . No shared directorships disclosed with Shoals suppliers/customers . |
Expertise & Qualifications
- Financial expertise and audit leadership; designated audit committee financial expert .
- Broad governance, compensation, M&A, risk mitigation/litigation, international experience; skills matrix shows Julian with financial, governance, compensation, cybersecurity/IT, international, HCM, risk, and M&A competencies .
- Education: BA Finance (Michigan State), MBA Finance (University of Michigan) .
Equity Ownership
| Measure | As of Mar 6, 2025 | Source |
|---|---|---|
| Beneficial ownership (shares) | 33,679 | Proxy beneficial ownership table |
| Of which RSUs vesting within 60 days | 20,619 | Footnote (RSUs vesting) |
| Shares outstanding (Class A) | 167,115,267 | Basis for % ownership |
| Ownership % of outstanding | ~0.020% | Calculated: 33,679 / 167,115,267 |
| Insider Form 4 update (post‑grant) | 81,425 owned after 2025 award | Form 4 summary; see trades below |
Stock ownership guidelines for directors: 5x annual cash retainer; with 50% post‑tax share retention until compliant . Hedging and pledging are prohibited .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares Awarded | Post‑Txn Ownership | Price | Link |
|---|---|---|---|---|---|---|
| 2024-05-02 | 2024-05-03 | Award (RSU) | 20,619 | 33,679 | $0 | |
| 2025-05-01 | 2025-05-05 | Award (RSU) | 47,746 | 81,425 | $0 |
Governance Assessment
- Strengths: Independent Audit Chair with financial expert designation; strong attendance; clear separation of Chair/CEO; robust risk and cybersecurity oversight; prohibition on hedging/pledging; director ownership guidelines; independent comp consultant for executive pay .
- Director pay/alignment: Mix of cash retainer plus time‑vested RSUs (no performance equity), which aligns with market practice for non‑employee directors. RSUs vest annually, reinforcing continued service; FY2024 director RSU grant value increased to $180k, modestly enhancing equity alignment .
- Shareholder signals: 2024 say‑on‑pay support ~82% indicates generally favorable views on compensation governance; Compensation Committee documented revisions to AIP amid sector volatility and retained Pay Governance; no option repricing; clawback policy adopted per Nasdaq/Exchange Act .
- RED FLAGS: None disclosed specific to Julian. No related‑party transactions involving Julian; no pledging/hedging permitted; attendance thresholds met . The increase in director RSU value is a watchpoint for pay inflation but appears within standard ranges and tied to policy update .