Toni Volpe
About Toni Volpe
Toni Volpe is an independent director of Shoals Technologies Group (SHLS), serving since 2021; he is 52 as of March 6, 2025. He is currently CEO of Nadara Ltd. (formed by the merger of Ventient Energy and Renantis S.p.A.) and previously served as CEO of Renantis S.p.A.; prior leadership roles include CEO of Enel Green Power North America and CEO of Enel Romania. He holds a magna cum laude degree in Management, Economics and Industrial Engineering from the Politecnico di Milano and an MBA from Columbia Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nadara Ltd. | Chief Executive Officer | Since Jan 2024 | Leads a global renewables platform with >4 GW in operation and ~18 GW pipeline across nine European countries and the U.S. |
| Renantis S.p.A. | Chief Executive Officer | Mar 2016–Jan 2024 | Grew and managed diversified renewable portfolio (wind/solar) ahead of merger into Nadara |
| Enel Green Power North America | Chief Executive Officer | Not disclosed | Drove portfolio diversification across geothermal, solar, mini-hydro, wind, and biomass |
| Enel Romania | Chief Executive Officer | Not disclosed | Led regulated electricity distribution covering one-third of Romania |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Nadara Ltd. | Chief Executive Officer | Jan 2024 | Combined Ventient Energy and Renantis; multi-GW renewable assets and pipeline |
Board Governance
- Board status: Independent director (affirmed by the Board) .
- Board tenure/class: Director since 2021; Class I; nominated for a one-year term expiring at the 2026 meeting as part of board declassification .
- Committee assignments: Audit Committee member (not Chair) .
- Attendance: 2024—each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting . 2023—each director attended 100% of meetings during their tenure; all attended the 2023 annual meeting .
- Board structure context: Chair and CEO roles separated; independent Chair (Brad Forth) .
Fixed Compensation
- Director compensation structure (policy): Annual cash retainer $75,000; committee chair fees—Audit Chair $25,000, Compensation Chair $15,000, Nominating & Governance Chair $15,000; annual RSU award ~$180,000, vesting at the next annual meeting; Chair of the Board receives an additional ~$100,000 RSU award .
- Toni Volpe 2024 actuals (per Director Compensation table): Cash fees $75,000; RSU grant $180,003 (20,619 RSUs granted May 2, 2024; vests at the 2025 annual meeting); Total $255,003 .
- No meeting fees disclosed; directors reimbursed for reasonable expenses .
| Component | Amount/Detail |
|---|---|
| Annual cash retainer (2024) | $75,000 |
| Committee chair fees | $0 (not a committee chair) |
| 2024 RSU award | $180,003 (20,619 RSUs; grant 5/2/2024; vest at 2025 annual meeting) |
| Total 2024 director comp | $255,003 |
Performance Compensation
| Metric | Applies to Director Compensation? | Notes |
|---|---|---|
| Financial/operational performance metrics | No | Director equity is time-based RSUs vesting at next annual meeting; no performance conditions |
| Options/PSUs | No | Director program provides RSUs only (no options; no PSUs) |
Other Directorships & Interlocks
| Company | Role | Exchange/Ticker | Committees | Potential Interlock/Conflict |
|---|---|---|---|---|
| None disclosed (public company directorships) | — | — | — | No interlocks reported in proxy biography |
- Related-party transactions: The Board affirmed independence for all non-CEO directors after reviewing transactions and relationships; no specific related-party transaction involving Mr. Volpe is disclosed. Audit Committee oversees and must approve any related-party transactions under written policy .
Expertise & Qualifications
- Skills matrix indicates Mr. Volpe brings: Financial expertise; corporate governance; compensation oversight; CEO experience; cybersecurity/IT familiarity; energy and adjacent markets expertise; international experience; human capital management; risk mitigation/litigation; and M&A experience .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 6, 2025) | 52,035 shares; <1% of outstanding |
| Unvested director RSUs outstanding at FY2024 | 20,619 RSUs from 2024 grant (vests at 2025 annual meeting) |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy |
| Stock ownership guideline | Non-employee directors: 5x annual cash retainer; counts RSUs (net of taxes); 50% retention of net after-tax shares until compliant |
| Compliance status | Not disclosed in proxy |
Governance Assessment
- Positives: Independent Audit Committee member with deep utility-scale renewables operating background and CEO experience; independence affirmed by Board; director pay is a simple mix of fixed cash and time-vested equity, aligning interests with shareholders; hedging/pledging prohibited; ownership guidelines in place .
- Watch items: Concurrent CEO role at Nadara Ltd. could present future conflict risk if Shoals were to transact with Nadara; no related-party transactions involving Mr. Volpe are disclosed and Audit Committee screens such matters under policy .
- Shareholder sentiment context: Say‑on‑pay support remained high (approx. 82% in 2024; 90% in 2023), indicating generally supportive investor posture toward compensation governance (company-wide) .
- Structural accountability: Board declassification approved in 2024 and phasing in annual elections enhances director accountability to shareholders over time .