Aleksandra Miziolek
About Aleksandra Miziolek
Independent Class II director of Solid Power (SLDP) since 2022; age 68. She chairs the Governance & Corporate Responsibility Committee and serves on the Human Resources & Compensation (HRC) Committee. Miziolek brings over three decades of automotive industry, legal/M&A, and governance experience; she holds a B.A. in Political Science and Spanish and a J.D., both from Wayne State University. Board tenure at SLDP is 3 years as of April 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cooper-Standard Holdings Inc. | SVP, Chief Transformation Officer; General Counsel; Corporate Secretary; Chief Compliance Officer | 2014–2019 | Led transformation, legal, compliance; executive leadership in global automotive supplier |
| Dykema Gossett PLLC | Member; Director of Automotive Industry Group | 1983–2014 | Built and led automotive legal practice; governance and M&A counsel |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Axle & Manufacturing Holdings, Inc. | Director (current) | Not disclosed | Public company board; automotive supplier; committee details not disclosed in SLDP proxy |
| Exro Technologies Inc. | Director (current) | Not disclosed | Public company board; electrification tech; committee details not disclosed in SLDP proxy |
| Tenneco Inc. | Director (prior, within past 5 years) | Not disclosed | Prior public board service |
| Assembly Ventures | Operator Advisor | 2021–present | Strategic advisory to mobility venture platform |
| OurOffice, Inc. | Advisor | 2021–present | Advisory role |
Board Governance
| Committee | Role | Meetings in 2024 | Independence status |
|---|---|---|---|
| Governance & Corporate Responsibility | Chair | 4 | All members independent (SEC/Nasdaq) |
| Human Resources & Compensation (HRC) | Member | 4 | All members independent, non-employee directors |
- Board independence: SLDP’s Board has a majority of independent directors; only the CEO (Van Scoter) and BMW nominee (Feurer) are non-independent .
- Attendance: Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Governance processes: Governance committee oversees annual board/committee self-evaluations and director education; code of conduct oversight and independence reviews .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board cash retainer | 50,000 | Standard outside director cash retainer |
| Governance Committee Chair fee | 15,000 | Annual chair fee |
| HRC Committee member fee | 7,500 | Annual member fee |
| Total fees earned (2024) | 72,500 | Reported for Miziolek |
Performance Compensation
| Equity Award Type | Grant Date | Fair Value ($) | Vesting | Performance Conditions | Change-in-Control Treatment |
|---|---|---|---|---|---|
| Annual RSU Award | May 22, 2024 | 139,197 | Vests at the earlier of first anniversary or day before next annual meeting | None disclosed for directors (time-based RSUs) | Director RSUs fully vest immediately prior to a change in control (single-trigger) |
| Stock Options | — | — | — | Not applicable | Not applicable (no option awards reported for Miziolek) |
- Outside Director Equity Policy: Initial RSU grant $250,000 Grant Value; annual RSU grant $145,000 Grant Value; standard vesting; change-in-control acceleration applies to director awards .
- Stock ownership guidelines (directors): Required holdings equal to 5x annual cash retainer; compliance required by Feb 24, 2028 or 5 years from appointment; directors were in compliance or on track as of year-end 2024 .
Other Directorships & Interlocks
| Company | Relationship to SLDP | Potential Interlock/Conflict Note |
|---|---|---|
| American Axle & Manufacturing Holdings, Inc. (AAM) | Automotive supplier; no SLDP related-party transaction disclosed | No SLDP-related party transactions with AAM disclosed in 2023–2025 related party section |
| Exro Technologies Inc. | EV/electrification tech; no SLDP related-party transaction disclosed | No SLDP-related party transactions with Exro disclosed |
| Tenneco Inc. (prior) | Automotive supplier; prior service only | No SLDP-related party transactions with Tenneco disclosed |
- SLDP related-party transactions primarily involve BMW and Ford joint development agreements; no director-specific related-party transactions involving Miziolek are disclosed in the proxy .
Expertise & Qualifications
- Automotive industry; risk/legal/regulatory; audit/financial; M&A/strategic planning; sustainability/corporate responsibility; international operations; HR management (per board skills matrix) .
- Legal and governance credentials (J.D.; automotive law practice leader; public company executive GC/CCO experience) .
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Total beneficial ownership (shares) | 178,121 | 95,756 held directly; 82,365 RSUs scheduled to vest within 60 days of Mar 24, 2025 |
| Ownership as % of shares outstanding | <1% | Less than 1% noted; 182,258,205 shares outstanding as of Mar 24, 2025 |
| RSUs vested / unvested (12/31/2024) | 95,756 / 82,365 | Director equity awards outstanding |
| Options exercisable / unexercisable | — / — | No stock option awards reported for Miziolek |
| Hedging / pledging | Prohibited | Company policy prohibits hedging and pledging for directors |
| Ownership guideline compliance | In compliance or on track | Company states all covered directors were in compliance or on track at FY2024 year-end |
Governance Assessment
- Strengths: Independent director; chairs Governance committee and sits on HRC—positions central to independence reviews, board evaluations, director education, and compensation risk oversight. This supports board effectiveness and oversight of conflicts/ESG topics .
- Engagement: Met minimum attendance thresholds; participated in a Board year with 4 meetings; directors attended the 2024 annual meeting, indicating engagement with shareholders .
- Alignment: Director pay mix emphasizes RSUs; stock ownership guidelines require meaningful holdings (5x cash retainer); hedging/pledging prohibited—positive alignment signals .
- Related-party exposure: SLDP maintains material JDA relationships with >5% owners BMW and Ford; these are overseen by the audit committee under a formal related-person transaction policy. No transactions involving Miziolek are disclosed; continuing oversight of these partner relationships remains a governance priority .
- RED FLAG: Director equity awards accelerate fully immediately prior to a change in control (single-trigger), which can be viewed as less shareholder‑friendly versus double‑trigger structures used for executives; investors may scrutinize potential misalignment in change‑in‑control treatment for directors .