Jonathan Norling
About Jonathan Norling
Jonathan M. Norling (age 56) serves as Chief Legal Officer of Spruce Power Holding Corporation since February 2023; previously General Counsel (January 2019–February 2023), Deputy General Counsel (January 2018–January 2019), and Interim General Counsel (July 2017–January 2018) . He is party to an Amended and Restated At‑Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement effective March 15, 2019 and amended January 1, 2022 . The company’s incentive framework emphasizes Operating EBITDA/Adjusted Free Cash Flow and operational/reporting objectives; Norling’s 2024 STIC bonus was $100,000, equal to 63% of target, with departmental weighting of Legal 80% and Asset Disposition 20% . Spruce maintains an anti‑hedging/anti‑pledging policy; no named executive officer has engaged in prohibited transactions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Spruce Power Holding Corporation | Chief Legal Officer | Feb 2023–present | Legal leadership with departmental focus on Legal (80%) and Asset Disposition (20%) under 2024 STIC |
| Spruce Power | General Counsel | Jan 2019–Feb 2023 | Led legal function during transformation to Spruce Power Holding Corporation |
| Spruce Power | Deputy General Counsel | Jan 2018–Jan 2019 | Supported legal operations and corporate matters |
| Spruce Power | Interim General Counsel | Jul 2017–Jan 2018 | Interim stewardship of legal function |
External Roles
Not disclosed in the proxy, 10‑K, or 8‑K documents reviewed.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary (paid) ($) | 297,462 | 313,269 |
| Target Bonus % of Base | 50% (base salary used for plan: $315,000; target bonus $157,500) | Not disclosed; actual payout $100,000 equals 63% of target |
| Actual Bonus Paid ($) | 150,000 | 100,000 |
Performance Compensation
Annual Incentive Plan Structure and Metrics (2023)
| Component | Weighting | Metric-level Weighting | Payout Curve (Min/Target/Max) |
|---|---|---|---|
| Organizational Performance | 60% | Revenue 25%; Gross Margin 25%; EBITDA 50% | 75% / 100% / 150% of component |
| Individual Performance | 40% | Discrete objectives per NEO | 75% / 100% / 150% of component |
Short-Term Incentive (STIC) – Norling (2024)
| Metric Category | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Departmental: Legal | 80% | Not disclosed | Not disclosed | Included in bonus | Paid in 2025 for 2024 performance |
| Departmental: Asset Disposition | 20% | Not disclosed | Not disclosed | Included in bonus | Paid in 2025 for 2024 performance |
| Ops & Servicing Excellence (portfolio collections, customer care, tech build-out) | Company metric (no % disclosed) | Not disclosed | Not disclosed | Committee considered in payout | Paid in 2025 |
| Reporting Accuracy & Timeliness | Company metric (no % disclosed) | Not disclosed | Not disclosed | Committee considered in payout | Paid in 2025 |
| STIC Bonus – Jonathan Norling | — | — | — | $100,000 (63% of target) | Approved Feb 2025 |
Equity Awards Granted (Grant-Date Fair Value)
| Metric | 2023 | 2024 |
|---|---|---|
| Stock Awards (RSUs) – Fair Value ($) | 429,110 | 430,852 |
| Option Awards ($) | — | — |
Equity Ownership & Alignment
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Direct/Indirect) | 22,244 shares; <1% of outstanding | As of 2024 proxy record date |
| Unvested RSUs at 12/31/2024 | 198,739 units | Market value $590,255 at $2.97 closing price |
| Options (Exercisable/Unexercisable) | None disclosed for Norling at FY2024 YE | — |
| Hedging/Pledging | Prohibited; no NEO has engaged in prohibited transactions | Policy bans short-term trading, short sales, options/hedging, margin accounts, and pledges |
Vesting Schedule – RSUs Outstanding at 12/31/2024
| Vest Date | Shares |
|---|---|
| Apr 1, 2025 | 29,755 |
| Apr 1, 2026 | 29,755 |
| Apr 1, 2027 | 29,755 |
| Apr 1, 2028 | 29,755 |
| Apr 3, 2025 | 16,156 |
| Apr 3, 2026 | 16,156 |
| Apr 3, 2027 | 16,156 |
| Sep 9, 2025 | 15,625 |
| Sep 9, 2026 | 15,625 |
Employment Terms
- Agreement: Amended and Restated At‑Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement effective March 15, 2019; amended January 1, 2022 .
- Severance (Employment Agreement): If terminated without cause or resigns for good reason, a lump‑sum “Termination Payment” equal to (i) three months of regular base pay and benefits, (ii) any unpaid bonus previously awarded, (iii) pro‑rated bonus for the period through termination, and (iv) a “Notice Differential Payment” if less than 30 days’ notice is provided; death/disability triggers half of these amounts; contingent on signing a separation agreement with a release .
- “Cause” definition includes fraud/dishonesty/disloyalty, certain criminal pleas/convictions, misconduct harming the company, negligence causing material injury, substance abuse affecting performance, failure to cooperate with investigations, failure to follow directives, violation of company policies, or material breach of duties under the agreement .
- Company Severance Plan (Exhibit 10.25): Effective August [6], 2024; Eligible Employees include CEO, Sarah Weber Wells, Jonathan M. Norling, and others; “Good Reason” includes material reduction in base/target bonus, material reduction in authority/duties, relocation >50 miles, and (for CEO) failure to re‑nominate to the Board, with cure/notice periods; Normal Severance (not in connection with a change in control) equals Normal Multiplier × (base salary + full target bonus); additional plan mechanics governed by ERISA and administered per the plan .
Investment Implications
- Pay-for-performance linkage appears measured: Norling’s 2024 bonus paid at 63% of target, reflecting committee evaluation of operational, reporting, and departmental objectives (Legal 80%/Asset Disposition 20%) .
- Vesting cadence implies potential supply overhang: Multiple scheduled RSU vests across April and September 2025–2028 could create periodic selling pressure around vest dates, depending on personal liquidity needs and trading windows .
- Alignment and risk: Direct ownership is modest (<1% of outstanding), while unvested RSUs are substantial; anti‑hedging/pledging policy reduces misalignment risk from derivatives or collateralization of shares .
- Separation economics: Employment agreement provides relatively modest cash severance (three months base + benefits plus bonus components and notice differential), complemented by a company severance plan formula tied to base salary and target bonus, indicating balanced retention incentives without outsized guaranteed payouts .