John Stephens
About John Stephens
John Stephens (age 65) is Chairperson of the Board at Solid Power (SLDP), serving as a director since 2021. He previously served as Senior Executive Vice President and Chief Financial Officer of AT&T Inc. (2011–2021), and earlier roles include SVP & Controller and VP–Taxes at AT&T. He holds a B.S.B.A. in Accounting from Rockhurst University and a J.D. from St. Louis University School of Law. The Board has determined he is an independent director; as Chairperson, he presides over meetings, sets agendas, and leads executive sessions.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Inc. | Senior EVP & Chief Financial Officer | 2011 – 2021 | Oversaw financial and accounting matters at a large public company (as cited by SLDP in director qualifications) |
| AT&T Inc. | Senior Vice President & Controller | 2001 – 2011 | Financial reporting and controls leadership |
| AT&T Inc. | Vice President – Taxes | 2000 – 2001 | Corporate tax leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freeport-McMoRan Inc. | Director | Not disclosed | Public board experience |
Board Governance
- Role: Independent Chairperson of the Board; previously lead independent director and audit committee chair, reflecting significant finance oversight experience. As Chairperson, he presides at Board and stockholder meetings, sets agendas, and leads executive sessions.
- Independence: Board determined all directors except Dr. Feurer and CEO John Van Scoter are independent; Stephens is independent.
- Committee memberships: None currently (as Chairperson).
- Board/committee activity: Board held 4 meetings in 2024; all directors attended at least 75% of Board and committee meetings. All directors attended the 2024 annual meeting.
- Tenure and leadership transition: Director since 2021; appointed Chairperson effective Sept 1, 2023 (transition noted via 8-K).
Fixed Compensation
| Component | Amount/Policy | 2024 Stephens Detail |
|---|---|---|
| Annual cash retainer (outside directors) | $50,000 per year | $50,000 (included in “Fees Earned”) |
| Non-executive Chair premium | +$40,000 per year | $40,000 (included in “Fees Earned”) |
| Committee fees | Audit Chair $20,000; Audit Member $10,000; Governance Chair $15,000; Governance Member $7,500; HRC Chair $15,000; HRC Member $7,500 | None (no committee assignments) |
| Meeting fees | Not disclosed | — |
| 2024 Fees Earned (Cash) | — | $90,000 |
Performance Compensation
| Equity Element | Policy | 2024 Stephens Detail |
|---|---|---|
| Annual RSU grant to outside directors | Annual Award with Grant Value $145,000; vests on earlier of 1st anniversary or day before next annual meeting | 2024 stock awards (aggregate grant date fair value): $139,197; Annual Awards granted May 22, 2024 |
| Initial RSU grant (new outside directors) | $250,000 Grant Value, vests quarterly over 3 years | Not applicable in 2024 |
| Change-in-control treatment (outside directors) | Outstanding director awards fully vest immediately prior to a change in control, subject to service through date | No 2024 event |
No director performance metrics (e.g., TSR, revenue) apply to director RSUs; awards are time-based under the Outside Director Compensation Policy.
Other Directorships & Interlocks
| Company | Relationship to SLDP | Potential Interlock/Conflict |
|---|---|---|
| Freeport-McMoRan Inc. | Unrelated mining company | No SLDP disclosed transactions/customers that indicate a conflict involving Freeport-McMoRan. Related-party transactions disclosed involve BMW and Ford, not Freeport-McMoRan. |
Expertise & Qualifications
- Deep finance and accounting expertise (former AT&T CFO); experience in international operations and major corporate transactions; public company board experience.
- Board’s skills matrix indicates broad competencies across audit/financial, strategic/M&A, risk/legal/regulatory, and other domains for Stephens (as reflected in the skills summary).
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 839,104 shares; less than 1% of outstanding shares |
| Breakdown | 74,897 shares directly; 300,005 shares via a family LP he controls; 381,837 options exercisable within 60 days; 82,365 RSUs scheduled to vest within 60 days |
| Outstanding director equity (12/31/24) | RSUs: 74,897 vested / 82,365 unvested; Options: 381,837 exercisable / 0 unexercisable |
| Ownership guidelines | Covered directors must hold ≥5x annual cash retainer; until met, retain ≥50% of net shares; as of 12/31/24, covered directors were in compliance or on track |
| Hedging/pledging | Prohibited for directors, officers, employees by policy |
| Section 16(a) compliance | 2024 late filing noted for Erik Anderson; no late filings indicated for Stephens |
Governance Assessment
- Board effectiveness: Stephens brings large-cap CFO experience to an R&D-stage company, leading the Board as independent Chair with clear responsibilities for agendas and executive sessions—supportive of independent oversight. Attendance metrics (≥75% for all directors) and full annual meeting attendance indicate engagement.
- Independence and conflicts: Affirmed independent; no disclosed related-party transactions involving Stephens. Company-related party transactions (BMW, Ford) are overseen under a Related Person Transaction Policy; BMW’s nominee (Dr. Feurer) sits on the Board, not Stephens.
- Compensation alignment: 2024 director pay mix for Stephens was cash $90,000 and equity $139,197 via time-vested RSUs, aligning director incentives with shareholders through equity while keeping cash modest; outside director comp is subject to an annual maximum under the 2021 Plan.
- Ownership alignment: Meaningful beneficial ownership including exercisable options and RSUs; strict anti-hedging/pledging and stock ownership guidelines enhance alignment.
- Say-on-pay context: 2024 NEO say-on-pay received stockholder approval and is considered by the Board/HRC—useful context for governance tone though focused on executives.
- RED FLAGS: None specifically identified for Stephens. No pledging, no hedging, no director-related party transactions disclosed, no late Section 16 filings for Stephens. The classified board structure remains in place at the company level (context for shareholder rights, not person-specific).
Appendix: Director Compensation Structure (Company Policy Reference)
| Element | Policy Details |
|---|---|
| Cash retainers | Outside director $50,000; non-executive Chair +$40,000; committee chair/member fees as specified (Audit Chair $20k/$10k; Governance Chair $15k/$7.5k; HRC Chair $15k/$7.5k) |
| Equity | Annual RSU Grant Value $145,000; Initial RSU Grant Value $250,000 (for new directors); standard vesting per policy; director awards fully vest upon change in control (subject to service) |
| Limits | Max annual director compensation $500,000 (or $750,000 initial year) under the 2021 Plan |
Key Timeline References
- Appointed Chairperson effective Sept 1, 2023 (8-K).
- 2024 compensation as reported in the 2025 DEF 14A (filed April 10, 2025).