Linda Heller
About Linda Heller
Linda Heller is Chief Financial Officer, Treasurer, and Secretary of Solid Power, Inc., serving as the principal financial and accounting officer; she signed SLDP’s Q3 2025 10‑Q certifications in those roles . She was appointed CFO and Treasurer effective June 17, 2024 and was age 61 at appointment . Heller holds a B.A. in Economics from Rice University and an M.S. in Management from MIT Sloan , and has 25+ years of financial leadership with broad public company experience across multiple industries . Company performance context during her tenure includes negative net income of $(96.5) million in FY2024 and TSR value of $100 investment of 21.62 at year‑end 2024 (16.59 in 2023; 29.06 in 2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Swell Energy Inc. | Chief Financial Officer | 2021–2024 | Led finance and HR; drove debt/equity financings and integration of Renu Energy Systems |
| Deca Technologies, Inc. | Chief Financial Officer & Corporate Secretary | 2017–2020 | CFO leadership at wafer technology company |
| eSolar, Inc. | Chief Financial Officer | 2013–2017 | CFO at early‑stage solar power tech company |
| Power‑One, Inc. (Nasdaq‑listed) | SVP Finance & CFO | 2008–2010 | Public‑company CFO experience |
| Johnson & Johnson; Amgen; Pharmacia | Various leadership roles | — | Early career leadership at blue‑chip healthcare companies |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Active Life Scientific, Inc. | Director; Chairman of the Board | Director since 2016; Chairman since June 2020 | Governance and oversight at early‑stage medical device company |
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Base Salary | $430,000 | Offer letter established annual base salary |
| Salary Actually Paid | $215,000 | Partial year service from June 17, 2024 |
| Target Annual Bonus % | 50% of salary | Applied as if earned for entire 2024 |
| Target Annual Bonus ($) | $215,000 | 50% of $430,000; committee applied full‑year target |
| Actual Bonus Paid | $258,000 (120% of target) | HRC committee determined aggregate goals were achieved at 120% |
| All Other Compensation | $6,981 | 401(k) match and life insurance premiums detail in proxy |
Performance Compensation
| Metric/Instrument | Weighting | Target | Actual/Payout | Vesting Schedule |
|---|---|---|---|---|
| Annual Cash Bonus (operational and strategic goals: technology development, partner milestones, electrolyte sampling, production targets) | Discretionary; not formally disclosed | 50% of salary ($215,000) | 120% of target; $258,000 | Paid following approval of audited financials |
| Initial RSUs (grant date: 6/17/2024) | — | $1,500,000 total initial equity split (RSUs/options 50/50) | RSU grant date fair value reported: $1,457,287 | 25% on first anniversary, remainder in 12 equal quarterly installments (Mar 31, Jun 30, Sep 30, Dec 31) |
| Initial Stock Options (grant date: 6/17/2024) | — | $1,500,000 initial options (50% of $3,000,000 initial equity) | Option grant date fair value reported: $1,500,000 | Same schedule as RSUs; 10‑year term; exercise price at grant close |
2024 LTIP Equity Detail (granted under 2021 Plan)
| Instrument | Grant Date | Fair Value ($) | Shares/Units | Exercise Price | Expiration | Vesting |
|---|---|---|---|---|---|---|
| RSUs | 6/17/2024 | $1,457,287 | 872,627 unvested as of 12/31/2024 | — | — | 25% on 6/17/2025; then quarterly 1/12 thereafter |
| Options | 6/17/2024 | $1,500,000 | 1,757,960 unexercisable as of 12/31/2024 | $1.67 | 6/17/2034 | 25% on 6/17/2025; then quarterly 1/12 thereafter |
Equity Ownership & Alignment
| Item | As of | Detail |
|---|---|---|
| Beneficial Ownership | 3/24/2025 | No beneficial ownership reported; “—” in Security Ownership table |
| Ownership % of Common Shares | 3/24/2025 | 0% (less than 1%) |
| Vested vs Unvested | 12/31/2024 | RSUs: 872,627 unvested; Options: 1,757,960 unexercisable |
| Options In‑the‑Money Context | 12/31/2024 | Strike $1.67 vs closing price $1.89 per share (per‑share ITM $0.22) |
| Stock Ownership Guidelines | Policy | CFO required to hold 3× salary within 5 years; must retain 50% of net shares until compliant |
| Compliance Status | 12/31/2024 | Covered executives and directors were in compliance or on track to meet guidelines |
| Hedging/Pledging | Policy | Hedging and pledging prohibited for employees, executive officers, and directors |
| Insider Trading Controls | Policy | Pre‑clearance required for directors/officers; quarterly trading blackouts; Rule 10b5‑1 plan pre‑clearance |
Employment Terms
| Term | Detail |
|---|---|
| Start Date | Effective June 17, 2024 |
| Role & Titles | Chief Financial Officer, Treasurer, and Secretary; Principal Financial and Accounting Officer |
| Location | Remote from Newbury Park, California (with travel per policy) |
| Employment Status | At‑will; no guaranteed annual increases or bonuses |
| Severance (Non‑CIC) | Lump sum equal to 6 months base salary; 6 months COBRA reimbursement or lump‑sum in lieu, subject to release |
| Severance (CIC period) | Lump sum equal to 12 months base salary + 100% target bonus; 12 months COBRA reimbursement or lump‑sum in lieu; 100% acceleration of unvested equity at target (double‑trigger) |
| 280G / Tax | “Best‑net” cutback to avoid 4999 excise tax; no tax gross‑ups |
| Clawback | Subject to company clawback/recoupment policies and applicable law |
| Stock Ownership | 3× salary guideline; retain 50% of net shares until met |
| Indemnification | Standard indemnification agreement to be executed |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – Value of $100 Investment | 29.06 | 16.59 | 21.62 |
| Net Income (Loss), $000s | (9,555) | (65,549) | (96,520) |
- SLDP reaffirmed 2024 guidance on cash used in operations ($60–$70M), capex ($40–$50M), total cash investment ($100–$120M), and revenue ($20–$25M) in conjunction with Heller’s appointment press release .
- Heller’s prior CFO roles included leading capital financings and M&A integration (e.g., Renu Energy Systems at Swell Energy) .
- No related person transactions disclosed for Heller under Item 404(a); no family relationships or appointment arrangements disclosed .
Compensation Committee Analysis
- Independent compensation consultant: Compensia; annual peer review and market benchmarking .
- Emphasis on long‑term equity and variable pay; use of RSUs and stock options with four‑year ratable vesting .
- Double‑trigger change‑in‑control equity treatment; no hedging/pledging; executive stock ownership and retention requirements .
- Say‑on‑pay: stockholders approved named executive compensation at the 2024 annual meeting; annual say‑on‑pay voting cadence maintained .
Investment Implications
- Pay‑for‑performance alignment: Majority of Heller’s FY2024 compensation was equity‑based (RSUs and options totaling ~$2.96M), with annual bonus tied to operational milestones (paid at 120% of target), aligning incentives to execution milestones and share price appreciation .
- Vesting and potential selling pressure: First RSU/option cliff vests on 6/17/2025, then quarterly; insider trading policy pre‑clearance/blackouts and retention requirements (50% of net shares until 3× salary) should moderate near‑term selling pressure .
- Retention and change‑in‑control economics: Non‑CIC severance is modest (6 months base), while CIC severance plus full acceleration (double‑trigger) creates balanced retention with standard market protections; 280G “best‑net” cutback avoids excise tax gross‑ups .
- Alignment and governance: Prohibitions on hedging/pledging, clawback applicability, and stock ownership guidelines support investor alignment; however, company‑level losses and modest TSR suggest execution risk remains until commercialization and revenue scale improve .