Scott Maskin
About Scott Maskin
Scott Maskin, age 62, is Chief Executive Officer and a director of SUNation Energy, Inc. He co‑founded SUNation Energy in 2003 and served as its CEO until its acquisition in November 2022; he is a licensed Master Electrician with 20+ years in residential/commercial solar, storage and PV service. He became Interim CEO on May 17, 2024 and permanent CEO on December 10, 2024; the Board credits him with reducing overhead and operating expenses, elevating governance, restructuring operations, and addressing capital structure weaknesses since taking the helm . His CEO employment agreement sets base salary at $295,000 with a 50% target bonus, and severance of 1× base salary for a termination without cause or resignation for good reason; non‑compete and non‑solicit covenants run 12 months post‑termination .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SUNation Energy, Inc. (NASDAQ: SUNE) | CEO (permanent); Interim CEO | Dec 10, 2024 – present; May 17, 2024 – Dec 10, 2024 | Reduced overhead and opex, elevated governance, restructured operations, addressed capital structure weaknesses per Board chair . |
| SUNation Energy, Inc. | SVP & GM, New York Division; Director | Nov 2022 – May 2024; Director since Nov 2022 | Oversaw NY operations post‑acquisition; continued Board service . |
| SUNation Energy (pre‑acquisition) | Co‑founder & CEO | 2003 – Nov 2022 | Built regional solar/storage/services platform with 20+ years industry leadership . |
External Roles
No current public company directorships or external committee roles disclosed in SUNE filings for 2024–2025 .
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base salary ($) | 263,704 | Actual paid as disclosed in SCT . |
| Target annual bonus (% base) | Up to 50% | Per CEO Employment Agreement; discretionary based on Board‑set goals . |
| Actual bonus paid ($) | — | 2024 annual plan not earned; SCT shows no bonus . |
| All other compensation ($) | 11,160 | 401(k) match $9,660 and $1,500 other; see “All Other Compensation Table” . |
| CEO contract base ($) | 295,000 | Effective Dec 10, 2024 per Employment Agreement . |
Summary Compensation (NEO excerpt)
| Metric | 2024 |
|---|---|
| Salary ($) | 263,704 |
| Bonus ($) | — |
| Stock Awards ($) | — |
| Non‑Equity Incentive ($) | — |
| All Other Comp ($) | 11,160 |
| Total ($) | 274,864 |
Performance Compensation
Annual Management Incentive Plan (MIP) – 2024 Outcomes
| Metric | Weight | Target | 2024 Achievement vs Target | Payout |
|---|---|---|---|---|
| Consolidated Adjusted EBITDA | 30% | $3,661,508 | -134% | 0% |
| Gross Profit | 30% | $27,692,331 | 74% | 0% |
| Fundraising | 20% | $25,000,000 | 10% | 0% |
| Business Acquisitions | 20% | 2 | 0% | 0% |
| Plan result | — | — | Below threshold on all metrics | No award earned |
Time‑based Equity Awards (Outstanding at FY‑end 2024)
| Award type | Unvested units (#) | Market value ($) | Vesting schedule |
|---|---|---|---|
| RSU | 1 | 526 | RSUs vest in thirds on Nov 15, 2023; Nov 15, 2024; Nov 15, 2025. One unit remained unvested as of 12/31/2024, vesting Nov 15, 2025 . |
Notes: Market value based on $526.00 closing price on Dec 31, 2024 (post reverse-split adjustment) .
Options/PSUs: No option or PSU grants disclosed for Maskin in 2024; the company did not grant equity awards to NEOs in 2024 due to limited share availability following multiple reverse stock splits .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 4,560 shares; less than 1% of voting power as of record date (Feb 27, 2025) . |
| Unvested/vested equity | 1 RSU unvested (vests Nov 15, 2025) . |
| Options (exercisable/unexercisable) | None disclosed . |
| Shares pledged as collateral | Not disclosed; no pledging reported in current filings . |
| Section 16 compliance | All required reports timely for FY 2024 (no delinquent filings) . |
| Ownership context | Authorized common shares increased to 1,000,000,000, with 646,282,496 shares outstanding as of April 11, 2025, implying further dilution of individual ownership percentages over 2025 . |
Employment Terms
- Term and renewal: Three‑year initial term starting Dec 9–10, 2024; automatic one‑year renewals unless either party gives notice at least three months before expiration .
- Severance (no CIC): If terminated without cause or resigns for good reason during the term, severance equals 100% of annual base salary, payable in installments over 12 months, contingent on a signed release; salary/expenses through termination always paid .
- Change‑in‑control: Entitled to benefits per Pineapple Energy Inc. Change in Control Agreement (attached as Exhibit A to the Employment Agreement); specific multiples/accelerations not enumerated in the 8‑K body text .
- Restrictive covenants: 12‑month non‑compete limited to New York, Hawaii, and Florida; 12‑month non‑solicitation of customers and employees; confidentiality and IP assignment; tolling for breaches .
- Arbitration/governing law: Mandatory arbitration under AAA Employment Rules in New York City; governed by FAA and Delaware law .
- Benefits/perquisites: Participation in standard employee plans (medical, dental, vision, life, 401(k), ESPP, HSA) and cellphone reimbursement; indemnification under bylaws .
- Surviving prior obligations: A November 9, 2022 long‑term note for $5,486,000 to Employee and Scott Maskin, and earnout provisions from the SUNation acquisition, expressly survive; prior employment agreements otherwise terminated .
Board Governance
- Board service history: Director since November 2022; Interim CEO from May 17, 2024; permanent CEO effective December 10, 2024 .
- Independence and dual roles: The Board determined all directors except Mr. Maskin are independent under Nasdaq standards; Maskin is CEO and director but not Chair (Chairman is Roger H.D. Lacey), which mitigates CEO‑Chairman concentration concerns .
- Committees (2024):
- Audit & Finance: Kevin O’Connor (Chair), Spring Hollis, Henry Howard; Maskin is not a member .
- Compensation: Henry Howard (Chair), Spring Hollis, Kevin O’Connor; Maskin is not a member .
- Nominating & Corporate Governance: Independent directors (latest disclosed: Spring Hollis (Chair), Kevin O’Connor) .
- Board activity: 21 Board meetings in 2024; all directors met at least 75% attendance; independent directors hold regular executive sessions. Maskin attended the 2024 annual meeting .
Director Compensation (for non‑employee directors)
- 2024 cash retainers: $30,000 for all non‑employee directors; $7,500 additional for each committee chair; $5,000 additional for each committee membership; $15,000 additional for Board chair. No equity awards were granted to directors in 2024 due to limited share availability after reverse stock splits .
- Executive directors typically do not receive non‑employee director retainers; 2023 disclosure shows Maskin received no Board fees (he was not a non‑employee director), with compensation reflecting employee salary/bonus and 401(k) match .
Related Party Transactions and Interlocks
- SUNation acquisition (Nov 9, 2022): Sellers included Scott Maskin and James Brennan; Maskin received 3 shares (513,300 pre‑splits) plus a 1 RSU inducement grant (69,091 pre‑splits) in connection with employment; Brennan received shares and RSUs as well .
- Governance handling of conflicts: Audit & Finance Committee oversees related‑party approvals under governance guidelines .
Risk Indicators & Red Flags
- Incentive outcomes: 2024 MIP paid zero due to underperformance on all metrics, indicating alignment but also execution risk against financial and capital‑raising goals .
- Capital structure overhang: Reverse stock splits and 2025 registered direct offering include anti‑dilution warrants that could result in up to ~783 million additional shares at the floor price upon approval, creating dilution and trading overhang risk; Board sought authorization to increase authorized shares to 1,000,000,000 and effected a 1‑for‑200 reverse split in April 2025 .
- Management turnover: CFO transition in 2024 (former CFO Ingvaldson departed August 2024; interim CFO Childs served to March 2025; Brennan appointed CFO/COO March 2025) highlights finance team continuity risk in the period .
- Legal/SEC: No disclosed legal proceedings or Section 16 reporting delinquencies for FY 2024 .
Compensation Committee and Pay‑for‑Performance Design
- Committee composition: Independent directors; responsibilities include CEO and NEO pay, performance goals, equity plan administration, and benefit plan oversight .
- 2024 plan design: Weighted on Adjusted EBITDA, Gross Profit, Fundraising, and Business Acquisitions; thresholds not met and no payouts made; no 2024 equity grants to NEOs due to limited shares post‑splits .
Investment Implications
- Alignment and retention: Cash compensation is modest for a public‑company CEO; severance is limited to 1× base and a 12‑month non‑compete across NY/HI/FL, suggesting moderate retention protection. Minimal unvested equity (1 RSU) implies low near‑term insider selling pressure but also limited long‑term equity alignment until equity plan share availability is restored .
- Execution risk: 2024 incentive plan miss across all metrics (including fundraising and acquisitions) underscores execution and financing risks. Continued reliance on external capital (including highly dilutive warrant structures) may pressure shares and complicate incentive alignment .
- Governance: CEO is not Board Chair, and all committees are independent; independence determinations (all except Maskin) and regular executive sessions are positives. However, related‑party history from the SUNation acquisition and ongoing surviving financial arrangements (note/earnout) warrant continued Audit Committee oversight .
- Trading signals: Expect dilution/volatility tied to warrant exercise dynamics and authorization increases. Limited insider equity vesting in 2025 (1 RSU) is negligible for supply. Monitor future equity grants under the amended 2022 Equity Incentive Plan for improved alignment and potential vesting‑related flows .