Andrew Munro

About Andrew Munro

Andrew Munro, 56, is Chief Legal & Policy Officer and Chief Compliance Officer at T1 Energy (TE), joining effective May 1, 2025. He brings 30+ years of legal and management experience across solar manufacturing and technology, including eight years as General Counsel of Qcells North America; prior roles include Chief Legal & Policy Officer at Calypso Energy, Head of Legal at BT Global Services and Infonet, General Counsel at AssureSat, and associate at Latham & Watkins. He holds a B.A. in Economics/Business from UCLA and a J.D. from Harvard Law School . Corporate context during his tenure includes maintaining 2025 EBITDA guidance of $25–$50 million and advancing U.S. supply chain and policy compliance initiatives (CFIUS cleared; OBBBA FEOC alignment), which frame the performance environment for his role overseeing legal, compliance, and policy execution .

Past Roles

External Roles

Fixed Compensation

• Not disclosed. TE’s 2025 proxy includes a 2024 Summary Compensation Table for certain NEOs, but Andrew Munro (appointed in 2025) is not included; no salary, bonus, or fixed pay details are provided for him in available filings .

Performance Compensation

• Company programs and policy context (not individual-specific):
  • Executives participate in STIP and LTIP; at‑risk pay includes both, with value contingent on performance and stock price; clawback policy (NYSE-compliant) applies to incentive compensation with a 3-year lookback on restatements .
  • Compensation philosophy emphasizes market alignment, performance orientation, and flexibility; performance metrics were reset post-Trina Business Combination to align with strategy, though individual metric weightings and targets for Munro are not disclosed .
  • Equity plan design: under TE’s 2021 Equity Incentive Plan (amended and restated April 22, 2024), stock options and RSUs generally vest annually over three years; options have a maximum 5-year term and are typically forfeited upon employment termination (employees), while exercised options settle in shares net of shares withheld for exercise price .

No award-level detail (grant dates, share counts, fair values, vesting schedules, performance gates, payout outcomes) is disclosed for Andrew Munro in current filings .

Equity Ownership & Alignment

• Beneficial ownership: Andrew Munro is not listed among directors, named executive officers, or >5% holders in TE’s October 21, 2025 beneficial ownership table; therefore, no specific share counts or ownership percentage are disclosed for him in that table .
• Insider trading/hedging: TE’s insider trading policy prohibits short sales, publicly‑traded options, hedging transactions, and pledging of company stock unless approved in writing by the Compliance Officer; holding common stock in margin accounts is prohibited; equity award timing practices avoid blackout periods for options .
• Equity plan mechanics (company-level context):
  • Shares authorized under the 2021 Plan: 34.9 million authorized for equity awards (as of Sep 30, 2025) .
  • Year-to-date grant/vesting activity (nine months ended Sep 30, 2025): 0.4M options granted, 3.8M options forfeited, 0.7M options exercised; 6.8M RSUs granted, 0.2M RSUs forfeited, 1.3M RSUs vested .

Employment Terms

• Appointment and commencement: Announced April 28, 2025; employment expected to commence May 1, 2025 as Chief Legal Officer and Chief Compliance Officer .
• Contract terms: No employment agreement specific to Andrew Munro is disclosed in the 2025 proxy or subsequent filings (contrast with detailed agreements provided for CEO, CFO, and CDO) .
• Non‑compete / Non‑solicit: TE states NEO agreements include post‑termination restrictive covenants; however, Munro’s specific covenant terms are not disclosed .
• Change‑of‑control / Severance: Not disclosed for Munro; CEO/CFO terms indicate cash severance, COBRA reimbursement, and equity acceleration under specified conditions, but those cannot be imputed to Munro absent disclosure .

Investment Implications

• Compensation alignment and retention risk: Munro’s individual cash/equity mix, targets, and severance terms are not disclosed, constraining a direct pay‑for‑performance and retention analysis. Company-level governance features—anti‑pledging/anti‑hedging , clawback policy , and standard three‑year equity vesting —support alignment and reduce hedging risk, but personal ownership and award cadence remain unknown .

• Insider selling pressure: Without Form 4 disclosure for Munro or award schedules, visibility into near‑term sell pressure is limited; monitor for 10b5‑1 plan adoptions and future proxy inclusion (2026 proxy may capture 2025 grants and 2026 awards) .

• Change‑of‑control economics: CEO/CFO agreements include equity acceleration; Munro’s terms are not disclosed—key risk/reward lever to watch in future filings .

• Execution context: As CLPO/CCO, Munro’s remit is strategically linked to policy and compliance milestones (CFIUS clearance; OBBBA/FEOC compliance; trade/tariff landscape) cited by management; these underpin TE’s revenue/EBITDA trajectory and capital formation plans, suggesting his role is central to de‑risking execution, though individual KPIs remain undisclosed .

• Monitoring actions:

  • Track future DEF 14A for Munro’s compensation, award structures, ownership, and severance/CIC terms .
  • Watch for 8‑Ks (Item 5.02) that may disclose employment agreements, modifications, or departures affecting retention and economics .
  • Observe earnings materials and policy updates to assess execution risk in areas under his purview (compliance with FEOC/OBBBA and trade regimes) .

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