James Liebscher
About James Liebscher
Chief Legal Officer and Secretary of Solid Power (SLDP) with documented service since at least June 11, 2021; he was still identified as CLO & Secretary in the April 10, 2025 proxy, and he signs SEC filings on behalf of the company . Company performance context during his tenure shows cumulative pressure on profitability as net losses widened from 2022 to 2024 and company TSR fell from a $100 base to $16.59 in 2023 before improving to $21.62 in 2024 . Education and age are not disclosed in company filings; tenure reference comes from award footnotes and officer titles .
| Company Performance Context | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income (Loss) ($000s) | (9,555) | (65,549) | (96,520) |
| Value of $100 Investment (TSR) | 29.06 | 16.59 | 21.62 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Solid Power, Inc. | Chief Legal Officer & Secretary | 2021–2025 | Governance, insider trading policy administration, board and shareholder communications; maintained executive compensation and severance frameworks |
External Roles
- Not disclosed in company filings; no public board or external committee roles identified for Liebscher in SLDP proxy statements .
Fixed Compensation
| Metric | FY 2022 |
|---|---|
| Base Salary | $315,000 |
| Target Bonus % of Salary | 50% |
| Actual Annual Bonus Paid | $138,000 (90% of target) |
| Discretionary Cash Bonus | $100,000 (performance-based addition) |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Strike | Vesting Schedule | Grant Date Fair Value |
|---|---|---|---|---|---|
| RSUs | 5/12/2022 | 53,613 | — | 25% each on 5/12/2023, 2024, 2025, 2026 | $389,230 |
| Options | 5/12/2022 | 125,708 | $7.26 | 25% on each anniversary 2023–2026 | $425,000 |
| RSUs (Liebscher Award) | 5/12/2022 | 116,435 | — | 25% on 6/11/2022; 25% on 6/11/2023, 2024, 2025 | Included in $1,846,000 special award |
| Options (Liebscher Award) | 5/12/2022 | 273,009 | $7.26 | 25% on 6/11/2022; 25% on 6/11/2023, 2024, 2025 | Included in $1,846,000 special award |
| Total Equity Awards (2022) | — | — | — | — | Stock Awards: $1,234,548; Option Awards: $1,348,000; Total $2,582,548 |
- 2022 bonus metrics were operational/strategic/budget goals (development milestones, partner progress, capital project completion, budget discipline); aggregate achievement at 90% yielded payouts at ~90% of target .
Equity Ownership & Alignment
| Beneficial Ownership (as of 3/27/2023) | Shares | % Outstanding |
|---|---|---|
| Total Beneficially Owned | 362,458 | <1% |
| Equity Detail (12/31/2022) | Exercisable | Unexercisable | Strike | Expiry |
|---|---|---|---|---|
| Stock Options | 178,985 | 298,311 | $5.02 | 9/9/2031 |
| Stock Options | 68,252 | 204,757 | $7.26 | 5/12/2032 |
| Stock Options | — | 125,708 | $7.26 | 5/12/2032 |
| RSUs (unvested) | — | 53,613 | — | — |
| RSUs (unvested) | — | 87,327 | — | — |
- Ownership guidelines: executives must hold 3x base salary; retain 50% of net shares until compliance; executives were in compliance or on track as of FY2022/FY2024 cut-offs .
- Hedging and pledging are prohibited for all employees and directors under the Insider Trading Policy (pre-clearance required; quarterly blackouts) .
- No evidence of share pledging by Liebscher in beneficial ownership disclosures .
Employment Terms
| Provision | Outside Change-in-Control (CIC) | During CIC Period |
|---|---|---|
| Cash Severance | $472,500 (salary + retention bonus) | $783,414 (base salary + target bonus) |
| COBRA Benefits | $3,308 | $6,616 |
| Equity Acceleration | — | $357,988 (100% acceleration for post-8/4/2021 awards; performance awards at 100% of target) |
| Total Illustrated | $475,808 | $1,148,018 |
- Framework: Executive Change in Control and Severance Plan (Aug 2021) provides six months’ base salary severance (outside CIC) and 12 months’ base salary plus target bonus (during CIC); double-trigger equity acceleration; COBRA coverage; no tax gross-ups (best-net cut per 280G) .
- Retention Agreement: special retention bonus equal to one times base salary if continuous employment to the Vesting Date or qualifying termination/change-in-control; Liebscher is a named recipient .
- Clawbacks: HRC committee administers policy on recovery of incentive compensation .
Compensation Structure Analysis
- Equity-heavy mix (time-vested RSUs and options vesting over four years) aligns with long-dated commercialization milestones; 2022 special “Liebscher Award” increased equity exposure to align his ownership with the executive team .
- Annual bonus plan tied to operational milestones (not financial metrics) increases discretion risk but aligns incentives with technology/partner milestones; 2022 payouts at ~90% reflect strong progress vs targets .
- No tax gross-ups and double-trigger CIC vesting reduce shareholder-unfriendly windfalls; hedging/pledging prohibitions support alignment .
- Say-on-pay approval in 2025: For 37,052,790; Against 3,925,528; Abstain 12,363,193 (broker non-votes 41,744,674), indicating general investor acceptance of SLDP’s compensation design .
Compensation Peer Group (Benchmarking Risk)
| 2022 Peer Group (used to calibrate executive pay levels) |
|---|
| Canoo; ChargePoint; ESS Tech; EVgo; Fisker; FREYR Battery; Lightning eMotors; Lion Electric; Lordstown Motors; Microvast; Nikola; Proterra; QuantumScape |
Related Party Transactions and Governance
- Insider trading controls include pre-clearance, blackouts, and hedging/pledging bans; late Form 4 noted for a director in 2024, but no delinquency cited for Liebscher .
- BMW and Ford joint development amendments expanded milestones/terms; not directly tied to Liebscher but reflect partner program governance under his legal purview .
Investment Implications
- Alignment: Significant equity grants (including 2022 special award) and strict hedging/pledging bans indicate strong skin-in-the-game and reduced misalignment risk .
- Retention: Retention bonus plus severance/CIC economics hedge turnover risk; outside-CIC severance and retention total ($475,808) suggests moderate protection; CIC total ($1.15M incl. equity) could create event-driven supply if accelerated RSUs settle, though awards are time-based rather than performance-based .
- Pay-for-performance: Bonus metrics tied to operational milestones rather than revenue/EBITDA; as commercialization timelines extend, discretionary elements can increase payout variance; equity value remains sensitive to TSR (as reflected in pay-versus-performance tables) .
- Trading signals: No evidence of hedging/pledging or recent Form 4 selling pressure disclosed for Liebscher; policy pre-clearance and blackouts reduce opportunistic trading risk .