Daniel Barcelo
About Daniel Barcelo
Daniel Barcelo, 55, is Chief Executive Officer and Chairman of T1 Energy Inc. (TE). He joined the Board at the consummation of the company’s prior business combination and was appointed CEO on November 6, 2024 . Barcelo holds a B.S. in Finance from Syracuse University and is a CFA charterholder . TE reported a net loss of $450.6 million in 2024; TSR, revenue growth, and EBITDA growth metrics were not disclosed in the proxy . As CEO and Chair, he is a non‑independent director under NYSE standards; TE’s guidelines permit a Lead Independent Director when the Chair is not independent .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Moore Capital Management | Director of Research & Portfolio Manager | 2008–2011 | Global energy markets investing; finance and valuation expertise |
| Lehman Brothers | Equity Research Analyst | 1998–2004 | Energy sector research; accounting and valuation experience |
| Bank of America | Equity Research Analyst | 2004–2008 | Energy research and coverage |
| Renaissance Capital | Managing Director & Head of Oil & Gas | 2011–2012 | Leadership in energy investment banking in emerging markets |
| Ruspetro plc | Chief Financial Officer | 2012–2014 | Public company CFO experience in upstream energy |
| Lekoil Limited | Head of Corporate Finance | 2015–2016 | Corporate finance leadership in E&P |
| Invicti Terra Argentina Limited | Executive | 2017–2019 | Energy development and operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Alussa Energy LLC | Founder & CEO | Since 2019 | Energy-focused sponsor/operator |
| Alussa Energy Acquisition Corp. | Founder, CEO & President | Not disclosed | SPAC sponsor leadership |
Fixed Compensation
| Metric | 2024 (Actual) | 2025 (Contract Terms) |
|---|---|---|
| Base Salary ($) | $128,205 | $800,000 (annual) |
| Target Bonus (% of Salary) | Not disclosed | Up to 100% |
| Cash Bonus ($) | $1,750,000 special one-time bonus tied to Trina transaction closing | Eligible per STIP; specific target/payout not disclosed |
| Other Compensation ($) | $292,147 for Chair/Director service; ceased upon becoming CEO | Not disclosed |
Performance Compensation
Short-Term Incentive Plan (STIP)
| Metric | Weighting | Target Definition | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 2024: Achieve automatic production at CQP of 10 cells mechanically in-spec and chargeable/dischargeable by end of April 2024 | 20% | Operational commissioning target | Not disclosed | Not disclosed | Cash (annual) |
| 2024: Receive conditional financing approval for “Giga America” by end of December 2024 | 15% | Financing milestone | Not disclosed | Not disclosed | Cash (annual) |
| 2024: Assure cash spending per budget monthly and accurate/compliant quarterly financial reporting | 15% | Budget discipline/reporting | Not disclosed | Not disclosed | Cash (annual) |
| 2024: Individual KPIs (three per NEO) | 50% | Role-specific priorities | Not disclosed | Not disclosed | Cash (annual) |
| 2025: EHS compliance; CFIUS approval; integration; corporate transformation; G1 operations ramp; G2 cell facility development; EBITDA; individual metrics | Not disclosed | Seven corporate + three individual measures aligned to pay-for-performance | Not disclosed | Not disclosed | Cash (annual) |
Notes:
- Committee may reduce STIP outcomes to zero based on broader company performance (threshold requirement) .
- 2024 say-on-pay advisory approval was 72.8% .
Long-Term Incentive (Equity)
| Award Type | Grant/Terms | Size | Vesting | Notes |
|---|---|---|---|---|
| One-time RSUs (granted January 1, 2025) | Granted in connection with Trina Business Combination | 1,000,000 RSUs | One-third on grant; remaining two-thirds in equal annual installments on 1st and 2nd anniversaries | Reported to be included in 2026 proxy per SEC rules |
| 2025 Annual RSUs (time-based) | RSUs equal to 150% of base salary | ~$1.2 million fair value | Vests in three equal annual tranches | Subject to continued employment |
| 2025 Annual RSUs (one-year) | RSUs equal to 150% of base salary | ~$1.2 million fair value | Fully vests on first anniversary | Subject to continued employment |
| Stock Options (legacy awards outstanding as of 12/31/2024) | Option | 50,000 | $10.00 strike; expires 6/15/2027; vesting schedule not disclosed for this line | |
| Stock Options | Option | 33,333 exercisable; 16,667 unexercisable | $11.83 strike; expires 8/18/2027; standard 3-year equal tranches | |
| Stock Options | Option | 16,667 exercisable; 33,333 unexercisable | $7.68 strike; expires 6/27/2028; standard 3-year equal tranches |
Change-in-control and acceleration:
- Equity granted from April 25, 2025 to April 25, 2026 becomes fully vested upon a change in control .
- If Barcelo ceases to serve as CEO (other than for cause, resignation without good reason, death or disability), any unvested equity vests fully at that time .
Equity Ownership & Alignment
| Metric | May 14, 2025 | Oct 21, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 1,149,998 | 1,166,665 |
| Ownership % of Outstanding | <1% | <1% |
| Outright Common Shares | 475,000 | 475,000 |
| Warrants (exercisable into equal # of shares) | 224,999 | 224,999 |
| Options exercisable within 60 days | 116,666 | 133,333 |
| RSUs vested and not settled | 333,333 | 333,333 |
| Anti-hedging / anti-pledging policy | Hedging prohibited; pledging prohibited unless approved in writing by Compliance Officer | Hedging prohibited; pledging prohibited unless approved in writing by Compliance Officer |
Stock ownership guidelines and any pledging by Barcelo were not disclosed; insider trading policy covers prohibitions and approvals .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement Date | April 25, 2025 |
| Role | Chief Executive Officer |
| Base Salary | $800,000 annually |
| Annual Bonus Target | Up to 100% of base salary (STIP) |
| 2025 Equity Structure | RSUs equal to 150% salary (3-year vest) + RSUs equal to 150% salary (1-year vest) |
| Severance (no cause or good reason) | Base salary for 12 months; earned but unpaid prior-year bonus; pro-rated current-year bonus; up to 6 months COBRA; full acceleration of unvested equity (performance awards at target), unless transitioning to Board-only role |
| Severance in CoC window | Base salary for 18 months if termination within 12 months post-change in control |
| Equity Acceleration Triggers | Full vesting on CoC for awards granted 4/25/2025–4/25/2026; full vesting if no longer CEO (except cause, resignation without good reason, death/disability) |
| Restrictive Covenants | Non-compete, non-solicit, confidentiality apply; covenants present across NEO agreements |
| Clawback Policy | Adopted to comply with NYSE; 3-year lookback for restatements; incentive compensation subject to recoupment; no enforcement actions disclosed |
Board Governance
- Board service: Director since business combination; currently CEO and Chairman .
- Independence: Non-independent; Board guidelines permit appointment of a Lead Independent Director when Chair is not independent .
- Committee roles: Barcelo is not a member of Audit and Risk, Compensation, or Nominating & Corporate Governance committees; he serves on the Europe Optimization Committee .
- Committee leadership: Independent chairs lead key committees (Audit: W. Richard Anderson; Compensation: Daniel A. Steingart; Nominating & Corporate Governance: Jessica Wirth Strine) .
- Board meetings: 17 meetings in 2024; each incumbent director attended at least 75% of Board/committee meetings; directors meet in executive sessions without management .
Compensation Structure Analysis
- Mix shift and retention: 2025 structure adds two sizable time-based RSU tranches (150% salary each), including a one-year vest award, increasing guaranteed time-based equity and retention orientation vs. pure performance equity .
- Special awards: One-time RSU grant of 1,000,000 in January 2025; one-time $1.75 million cash bonus in 2024 for Trina transaction closing .
- Pay-for-performance alignment: 2024 STIP weighted 50% company metrics and 50% individual; 2025 STIP expands to seven corporate metrics including EBITDA and EHS, indicating stronger operational/financial linkages .
- Clawback and anti-hedging/pledging: Policies in place; clawback compliant with NYSE; hedging prohibited; pledging restricted .
- Say-on-pay: 72.8% approval at prior annual meeting, indicating moderate shareholder support .
Related Party & Risk Indicators
- Related party employment: In March 2025, TE entered into an employment agreement with Luca Barcelo (CEO’s son) as an employee; compensation $165,000 base with STIP/LTIP eligibility .
- Governance with major supplier/investor: Trina Solar holds significant governance and commercial rights post-transaction; convertible note conversion into ~30.4 million shares across two tranches; seller nomination rights to Board/committees; potential dilution effects .
- Dilution proposals: October 2025 special meeting proposed increasing authorized shares from 355 million to 500 million and second conversion issuance of 17,918,460 shares; Board highlighted dilutive impacts .
Director Compensation (for dual-role context)
- Prior to becoming CEO, Barcelo received $292,147 for Chair/Director services in 2024; after November 2024, he agreed to no separate Chair compensation .
- Non-employee director fees and committee retainers are set; independent directors (not Barcelo) receive cash and occasional stock awards per program .
Equity & Vesting Schedules (Potential Insider Selling Pressure)
| Instrument | Quantity | Status / Schedule |
|---|---|---|
| RSUs (Jan 1, 2025 special grant) | 1,000,000 | 1/3 vested at grant; 1/3 on each of first two anniversaries |
| RSUs (2025 annual – 3-year) | ~$1.2M fair value | Three equal annual tranches |
| RSUs (2025 annual – 1-year) | ~$1.2M fair value | Full vest on first anniversary |
| Options | See table above | Mix of vested/unvested; expiries 2027–2028 |
| RSUs vested not settled (as of records) | 333,333 | Vested but unsettled balance |
Investment Implications
- Alignment: Barcelo’s sizable time-based RSU package and accelerated vesting protections in change-of-control or role-change scenarios strengthen retention but reduce performance contingency; pay-for-performance in STIP adds operational/financial levers (EHS, EBITDA), though actual outcomes are undisclosed .
- Potential selling pressure: Significant near-term vesting from one-year RSUs and vested‑but‑unsettled RSUs (333,333) can add supply; however, company policy limits hedging/pledging which mitigates some alignment risks .
- Governance risk: Combined CEO/Chair role without disclosed Lead Independent Director raises independence concerns; committees are led by independent directors and executive sessions are utilized .
- Dilution/trading signal: Share authorization increase and convertible note share issuance proposals signal dilution risk; Trina’s commercial agreements and board/committee rights introduce counterparty influence dynamics that investors should monitor .
Key disclosed achievements under Barcelo’s leadership: closed Trina U.S. manufacturing acquisition; fully commissioned 5 GW G1_Dallas module facility; selected G2_Austin site for 5 GW cell factory; pursuing domestic content supply chain including Michigan polysilicon **[1992243_0001213900-25-047400_ea0243050-01.htm:1]** **[1992243_0001213900-25-047400_ea0243050-01.htm:2]**.