Kaled Awada
About Kaled Awada
Independent Class I director at Solid Power (SLDP) since July 5, 2023; age 50. Career HR executive with global leadership roles at PG&E, Tenneco, Aptiv, and Eaton; B.A. in Psychology from The Ohio State University. The board affirms his independent status under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PG&E Corporation and Pacific Gas & Electric Company | Executive Vice President, Chief People Officer | 2024–present | Human capital strategy, C-suite leadership |
| Tenneco Inc. | EVP & Chief Human Resources Officer | 2018–2022 | Enterprise HR transformation |
| Aptiv PLC | Global VP, Human Resources | 2015–2018 | HR leadership for Signal & Power Solutions and EDS/APAC |
| Eaton Corporation plc | VP, HR – Electrical Sector, APAC | 2011–2015 | Regional HR oversight across APAC |
External Roles
- Other public company directorships: none disclosed for Mr. Awada in the proxy biography (other directors list such roles when applicable) .
Board Governance
- Committee assignments (2024–2025): Human Resources & Compensation (HRC) Committee member; HRC key duties include executive/director pay approval, equity awards, succession planning, compensation risk oversight, and clawback policy administration .
- Independence: Board determined all directors except Rainer Feurer and CEO John Van Scoter are independent; Mr. Awada is independent .
- Attendance: Board held four meetings in 2024; each director attended ≥75% of board and relevant committee meetings. All directors attended the 2024 annual meeting; directors are expected to attend 2025 as well .
- Shareholder support (2025 election): Votes “For” 52,337,240; “Withhold” 1,004,271; broker non-votes 41,744,674 (elected as Class I director) .
- Board structure: Independent Chair (John Stephens), separate from CEO .
Fixed Compensation
Policy and actual director pay (cash):
| Component | Policy Detail | 2024 Actual for Awada |
|---|---|---|
| Annual board retainer (cash) | $50,000 per outside director | Included in fees below |
| Committee member fees (cash) | HRC $7,500; Governance $7,500; Audit $10,000; chairs: HRC $15,000; Governance $15,000; Audit $20,000 | HRC member fee consistent with policy |
| Chair/Lead Independent premium (cash) | Board Chair +$40,000 | Not applicable |
2024 director compensation received by Mr. Awada:
| Year | Fees Earned (Cash) | Equity (RSUs, grant-date fair value) | Total |
|---|---|---|---|
| 2024 | $57,500 | $139,197 | $196,697 |
Notes:
- Outside Director Compensation Policy sets a $500,000 annual cap ($750,000 in initial year) on cash+equity; not indicative of target award size .
Performance Compensation
Director equity is time-based RSUs; no performance metrics apply to director awards.
| Director Equity Program | Grant Value | Vesting |
|---|---|---|
| Initial RSU Award (new outside director) | $250,000 grant-date fair value | 12 equal quarterly installments over 3 years, service-based |
| Annual RSU Award (each annual meeting) | $145,000 grant-date fair value | Vests by earlier of 1 year or day before next annual meeting, service-based |
| Change in control | Outstanding director awards fully vest immediately prior to a change in control, subject to service through the date |
Other Directorships & Interlocks
- Other public company directorships for Mr. Awada: none disclosed .
- Compensation Committee interlocks (FY2024): None; HRC members did not serve as officers/employees of the Company, and no executive served on the compensation committee or board of a company where SLDP executives served .
Expertise & Qualifications
- Board skills matrix flags Mr. Awada for: Human Resources Management; Automotive Industry; International Operations; Manufacturing/Operations; M&A/Strategic Planning; Risk/Legal/Regulatory; Sustainability; Other public company executive experience. These skills complement SLDP’s talent, automotive, and scale-up needs .
Equity Ownership
Beneficial ownership (as of March 24, 2025):
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown/Notes |
|---|---|---|---|
| Kaled Awada | 153,241 | <1% | Comprised of 62,017 RSUs vested but unsettled and 91,224 RSUs scheduled to vest within 60 days of 3/24/2025 |
Outstanding director equity awards (as of Dec 31, 2024):
| Award Type | Vested (#) | Unvested (#) |
|---|---|---|
| RSUs (director awards) | 53,157 | 135,523 |
| Stock options | — | — |
Ownership alignment policies:
- Director stock ownership guideline: ≥5x annual cash retainer; must achieve by the later of Feb 24, 2028 or five years after becoming a covered director; until achieved, retain at least 50% of net shares from equity programs .
- Compliance status: As of Dec 31, 2024, all covered directors were in compliance or on track to meet guidelines .
- Hedging and pledging of Company stock by directors prohibited by Insider Trading Policy (mitigates misalignment risk) .
Insider Trades (Form 4; last 12 months)
| Filing Date | Trade Date | Form | Transaction | Notes/Source |
|---|---|---|---|---|
| 2025-05-22 | 2025-05-21 | 4 | Stock award grant (director annual RSU award) | Company annual meeting grant timing; Form 4 filed for Kaled Awada |
Governance Assessment
- Strengths: Independent director with deep HR and automotive experience; member of HRC overseeing succession, clawback policy, and pay practices . Strong shareholder support in 2025 election (52.3M For vs. 1.0M Withhold) signals investor endorsement of board composition . Director equity and ownership guidelines support alignment; hedging/pledging prohibited .
- Compensation: 2024 director pay mix skewed to equity ($139k RSUs vs. $57.5k cash), consistent with policy targets (Initial $250k; Annual $145k), emphasizing alignment over guaranteed cash .
- Independence/Attendance: Board confirms independence; directors met ≥75% meeting participation and attended annual meeting, supporting engagement .
- Conflicts: Related-party transactions disclosed with BMW and Ford (both >5% holders) had audit committee oversight; no related-person transactions disclosed involving Mr. Awada .
- Shareholder feedback: Say-on-pay approved at 2025 meeting (For 37,052,790; Against 3,925,528; Abstain 12,363,193), indicating broad support for compensation governance overseen by HRC .
RED FLAGS: None identified specific to Mr. Awada. No Section 16(a) reporting issues noted for him; hedging/pledging prohibited; no disclosed related-person transactions involving him .
Appendix: Reference Tables
Director election results (2025)
| Nominee | For | Withhold | Broker Non-Votes |
|---|---|---|---|
| Kaled Awada | 52,337,240 | 1,004,271 | 41,744,674 |
Director compensation policy (cash components)
| Committee | Chair ($) | Member ($) |
|---|---|---|
| Audit | 20,000 | 10,000 |
| Governance & Corporate Responsibility | 15,000 | 7,500 |
| Human Resources & Compensation | 15,000 | 7,500 |
Key sources: 2025 DEF 14A (Apr 10, 2025), including governance, committee membership, director compensation tables, stock ownership and related-party disclosures ; Annual meeting vote results 8‑K (May 22, 2025) ; Insider award filing (Form 4) .