Lesa Roe
About Lesa Roe
Lesa Roe, age 61, has served as an independent Class I director of Solid Power (SLDP) since 2022. She holds a B.S. in Electrical Engineering from the University of Florida and an M.S. in Electrical Engineering from the University of Central Florida, bringing deep engineering and leadership credentials from NASA and the University of North Texas System . Her board tenure is three years as of April 10, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of North Texas System | Chief Executive Officer and Chancellor | 2017–2021 | Led a multi-institution academic system; executive leadership experience |
| NASA (National Aeronautics and Space Administration) | Deputy Associate Administrator and Deputy Chief Operating Officer | 2014–2017 | Agency-wide operations leadership |
| NASA | Center Director | 2005–2014 | Operated a major NASA center; significant technical leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | The proxy does not list current public-company directorships for Ms. Roe . |
Board Governance
- Committee memberships: Audit Committee (member); Governance & Corporate Responsibility Committee (member). The audit committee met 4 times in 2024; the governance committee met 4 times in 2024 .
- Independence: The board determined all directors other than Dr. Feurer and Mr. Van Scoter are independent; audit and governance committee members meet SEC/Nasdaq independence requirements, and the audit committee has an “financial expert” chair (Susan Kreh) .
- Attendance: The Board held four meetings in 2024. Each director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Independent chairperson (John Stephens) separate from CEO; chair leads executive sessions and sets agendas, supporting effective oversight and independence .
- Risk oversight: Audit committee oversees financial reporting, internal controls, enterprise risk and cybersecurity; Governance committee oversees conflicts of interest, governance structure, director independence; HRC oversees compensation risk, succession planning, and clawback policy administration .
Fixed Compensation
| Component | Standard Policy | Ms. Roe – 2024 Actual |
|---|---|---|
| Annual cash retainer | $50,000 cash retainer to all outside directors | Included in total |
| Committee fees | Audit: $10,000 member; Governance: $7,500 member; Chairs receive higher amounts instead of member fees | Audit member + Governance member fees consistent with membership |
| Chair/Lead independent premium | Chairperson or Lead Independent: +$40,000 | Not applicable |
| Total cash earned | Paid quarterly in arrears | $67,500 fees earned in 2024 |
Performance Compensation
| Equity | Grant Value/Date | Vesting | Ms. Roe – 2024 Actual |
|---|---|---|---|
| Annual RSU award | Target Grant Value $145,000 at each annual meeting; 2024 grants were made May 22, 2024 | Vests on earlier of one year from grant or day before next annual meeting, subject to service | $139,197 aggregate grant-date fair value of 2024 RSUs |
| Initial RSU award (for new outside directors) | $250,000 Grant Value; vests in 12 equal quarterly installments over 3 years | Quarterly vesting on Feb 15/May 15/Aug 15/Nov 15, subject to service | Not disclosed for Roe in 2024 |
| Change-in-control treatment | Outstanding director awards fully vest immediately prior to a change in control, subject to service | Applies to all outside directors | |
| Options | Not part of standard outside director awards | Roe had no director options outstanding |
No performance-conditioned equity or bonus metrics apply to outside directors; equity is time-vested RSUs under the Outside Director Compensation Policy .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy biography for Ms. Roe does not list other current public-company boards; others on SLDP’s board do hold public-company roles (context only) . |
- Related-party context: SLDP has material transactions with BMW and Ford (both >5% holders); audit committee approved amendments to joint development agreements and purchases; BMW holds director nomination rights (BMW nominee Dr. Feurer on board). No related-party transaction is identified for Ms. Roe in the disclosure .
Expertise & Qualifications
- Engineering and leadership credentials cited by the board as core reasons for her nomination (NASA operations leadership; UNT System CEO/Chancellor) .
- Board skills matrix indicates diverse experience across the board, with each director contributing complementary skills to oversight of battery and energy technology, manufacturing, risk management, and governance; Ms. Roe’s three-year tenure adds continuity .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Ownership Breakdown |
|---|---|---|---|
| Lesa Roe | 149,241 | <1% | 66,876 shares held directly; 82,365 RSUs scheduled to vest within 60 days of March 24, 2025 |
- Shares outstanding: 182,258,205 (as of March 24, 2025) .
- Ownership guidelines: Covered directors must hold shares equal to 5x annual cash retainer; achieve by Feb 24, 2028 or within 5 years of becoming a covered director; all covered directors were in compliance or on track as of Dec 31, 2024 .
- Hedging and pledging: Prohibited for directors under insider trading policy .
Governance Assessment
- Strengths: Independent director on two key committees (audit, governance), with full compliance to independence standards; strong attendance; equity-based director pay aligns interests; hedging/pledging ban supports alignment; structured stock ownership guidelines; committee oversight of cybersecurity and conflicts of interest .
- Signals: Say-on-pay passed in 2024 and is held annually, indicating responsiveness to shareholder feedback; independent compensation consultant (Compensia) advises HRC; annual board/committee evaluations and director education support board effectiveness .
- Watch items: Automatic full vesting of director RSUs upon change-in-control can be viewed as shareholder-unfriendly in some governance frameworks; material relationships with large shareholders (BMW, Ford) require continued rigorous audit/governance oversight to mitigate potential conflicts .
Compliance and disclosures: No family relationships among directors; no delinquent Section 16 filings were noted for Roe in 2024 (one late Form 4 was noted for Erik Anderson) .