Andreas Bentzen
About Andreas Bentzen
Andreas Bentzen, 49, is Chief Technology Officer (CTO) of T1 Energy (formerly FREYR Battery) since November 24, 2023, after joining as EVP, Technology in August 2022. He co‑founded Otovo (European residential solar and storage) and previously served as VP Technology at REC Technology U.S.; he holds an M.Sc. (NTNU) and a Ph.D. in physics (University of Oslo) . During H1 2024, management cited achievements by “Mike, Andreas, Einar” at the Customer Qualification Plant producing batteries on the 24M SemiSolid platform at industrial scale, attracting strategic partner interest ; following the Trina U.S. asset acquisition, he remained CTO, with the company expecting revenues and positive EBITDA in 2025 . For context, company net losses were $99.1M (2022), $73.1M (2023), and $450.6M (2024) .
Company performance (context):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income (Loss) ($000) | (99,119) | (73,096) | (450,554) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Otovo | Co‑founder & CTO | Jan 2016 – Jul 2022 | Scaled leading European residential solar/storage platform; deep technology and manufacturing leadership |
| REC Technology U.S., Inc. | VP Technology | Not disclosed | U.S. technology leadership in solar manufacturing; R&D and scale-up experience |
| Nofas AS | Technology & management consultant | Not disclosed | Advisory on technology and strategic management across industrial/academic R&D |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in company filings | — | — | None disclosed for public company boards/committee positions |
Fixed Compensation
Bentzen was listed as a non‑CEO named executive officer (NEO) in 2023 but is not included as a NEO for 2024; individual base salary, target/actual bonus, and cash compensation detail for Bentzen are therefore not disclosed in the 2025 proxy’s 2024 Summary Compensation Table .
Performance Compensation
Company incentive design and metrics relevant to executives (including CTO):
- Short‑Term Incentive Plan (STIP, 2024) combined company and individual performance (50/50). Company goals included: automatic production of 10 cells at CQP by end of April 2024 (20%), conditional financing approval for Giga America by year‑end (15%), and budgeted cash spending and accurate quarterly reporting (15%) .
- Revised STIP (2025) expanded to seven corporate metrics and three individual metrics tied to roles, covering EHS compliance, CFIUS approval, integration execution, operations at G1 Dallas, development of G2 Austin cell facility, EBITDA, and role‑specific KPIs .
Performance metric structure:
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| CQP auto production (10 cells, in‑spec & charge/discharge by Apr 2024) | 20% | Achieve target by Apr 2024 | Not disclosed | Not disclosed | Cash STIP (annual) |
| Conditional financing approval for Giga America (by Dec 2024) | 15% | Approval by Dec 2024 | Not disclosed | Not disclosed | Cash STIP (annual) |
| Cash spending within budget; accurate quarterly reporting | 15% | Monthly budget adherence; quarterly reporting | Not disclosed | Not disclosed | Cash STIP (annual) |
| 2025 corporate metrics incl. EHS, CFIUS, integration, G1 operations, G2 development, EBITDA | Various | Defined per 2025 STIP | Not disclosed | Not disclosed | Cash STIP (annual) |
Clawback policy: Adopted to comply with NYSE requirements; covers all incentive compensation with a three‑year lookback in case of restatement; no actions required in prior year .
Equity Ownership & Alignment
Policies governing alignment and trading risk:
| Policy/Guideline | Company Policy | Implications |
|---|---|---|
| Anti‑hedging | Prohibits short sales, public options (puts/calls) and hedging transactions for all directors/employees (except compensatory awards) | Reduces misalignment and speculative risk; limits downside‑protection trades |
| Anti‑pledging & margin | Prohibits pledging company securities and holding in margin accounts, unless specifically approved in writing; restricts standing/limit orders outside 10b5‑1 | Mitigates forced sales/pledge‑related selling pressure; lowers insider selling risk |
| Blackouts & pre‑clearance | Quarterly/special blackouts; pre‑clearance required for directors/officers; robust insider trading controls | Controls timing of insider sales; reduces event‑driven trading exposure |
| 10b5‑1 plan controls | Cooling‑off periods (90 days for officers), minimum one‑year plan term, single‑plan limits, strict modification rules | Enables compliant, pre‑programmed sales; limits opportunistic changes |
| Clawback | 3‑year lookback on erroneously awarded incentive comp | Strengthens pay‑for‑performance and recourse on restatements |
Note: Bentzen’s individual share ownership (direct/indirect, RSUs/options) is not disclosed in the 2025 proxy’s beneficial ownership table (limited to directors and NEOs). His employment agreement is identified (see below), but specific award schedules for Bentzen are not itemized in the 2024 SCT or outstanding awards tables .
Employment Terms
- Role and tenure: CTO since November 24, 2023; joined as EVP, Technology in August 2022 .
- Employment agreement: “Employment Agreement entered into on March 23, 2022 between FREYR Battery Norway AS and Andreas Bentzen,” incorporated by reference from prior filings (listed among exhibits to the FY 2024 10‑K) .
- Non‑compete/insider controls: Company maintains comprehensive insider trading policy including blackout periods, pre‑clearance, and anti‑hedging/anti‑pledging restrictions; Rule 10b5‑1 plan governance is specified .
- Change‑in‑control/severance terms: Not summarized in the 2025 proxy for Bentzen; severance and CIC terms are disclosed for other NEOs (CEO/CFO/CDO), but Bentzen’s specific provisions are not detailed in the proxy narrative .
Investment Implications
- Compensation alignment: Company‑wide STIP metrics emphasize production milestones (CQP), financing, disciplined cash spending, and in 2025 add EBITDA and integration/CFIUS—consistent with operational execution focus for a CTO overseeing technology scale‑up . Clawback, anti‑hedging/pledging, and trading controls support alignment and reduce adverse signaling from insider trades .
- Retention risk: Bentzen’s employment agreement exists (Norway subsidiary, Mar 23, 2022) , but severance/CIC specifics are not disclosed, limiting visibility on retention economics. Executive turnover occurred in 2024 at CEO/CFO roles; however, Bentzen continued as CTO through the Trina asset acquisition, indicating continuity in technical leadership .
- Execution track record: Management credited Bentzen and team with industrial‑scale battery production at CQP in H1 2024, which attracted partner interest . Post‑acquisition, T1 guided to revenues and positive EBITDA in 2025, with Bentzen remaining CTO as the company transitions into solar modules/cells manufacturing (G1 Dallas operational; G2 Austin planned) .
- Governance and shareholder feedback: Say‑on‑pay received 72.8% approval at last annual meeting, indicating mixed but supportive investor sentiment on compensation approach . Foreign ownership limits and supermajority approvals sought in October 2025 special meeting (to secure clean energy tax credit eligibility and expand authorized shares) reflect strategic capital and tax structuring to support U.S. manufacturing expansion .
Net: Bentzen’s incentive environment emphasizes tangible technology and manufacturing milestones; policy architecture (clawback/anti‑hedge/anti‑pledge/10b5‑1 discipline) lowers insider‑driven selling risk. Continued CTO leadership through operational ramp could be a positive execution signal, but absent visibility into his personal equity awards/vesting, direct retention incentives are opaque to investors .