David J. Manners
About David J. Manners
David J. Manners (age 70) is an independent director of T1 Energy Inc. (“TE”), appointed in April 2024; he previously founded Decapolis Group LLC (international consulting focused on global oil & gas and renewables) and served 20 years at the CIA with multiple overseas tours, including two as Chief of Station. He holds a B.S. (European Studies) from the U.S. Naval Academy and an M.A. (Government) with a Certificate in National Security Studies from Georgetown University . He was recommended as a director nominee by a stockholder .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CIA | Multiple tours; twice Chief of Station | ~20 years (pre-1999) | Geopolitical intelligence leadership; risk analysis expertise |
| Decapolis Group LLC | Founder (international energy consulting) | Since 1999 | Advisory on global affairs and risks to investment banks, hedge funds, PE firms |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed . |
Board Governance
- Independence: The Board determined Mr. Manners is an “independent director” under NYSE standards .
- Tenure: Director since April 2024 .
- Committee assignments: Not currently serving on standing committees (Audit & Risk; Compensation; Nominating & Corporate Governance) per committee roster .
- Attendance: In 2024, the Board held 17 meetings; each incumbent director then in office attended at least 75% of Board and committee meetings on which they served .
- Executive sessions: Directors meet in executive sessions without management regularly; independent directors meet in executive session at least annually .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock-based Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 69,780 | — | — | 69,780 |
Non-Employee Director Cash Retainers (Program):
| Description | Cash Fee ($) |
|---|---|
| Annual director retainer | 100,000 |
| Audit & Risk Committee Chair | 35,000 |
| Compensation Committee Chair | 25,000 |
| Nominating & Corporate Governance Chair | 25,000 |
| Audit & Risk Committee member | 20,000 |
| Compensation Committee member | 10,000 |
| Nominating & Corporate Governance member | 10,000 |
Performance Compensation
- Structure: The director program is designed to provide a combination of cash and share-based compensation; no performance-based director metrics are disclosed .
| Performance-linked Elements (Directors) | Details |
|---|---|
| Explicit performance metrics (e.g., TSR/EBITDA targets) | None disclosed for non-employee directors |
| 2024 stock awards to Manners | None |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| — | — | — | None disclosed . |
Expertise & Qualifications
- Geopolitical risk, public and government affairs; extensive international contacts; evaluation of risk across industries .
- Education: U.S. Naval Academy (B.S., European Studies); Georgetown University (M.A., Government; National Security Studies Certificate) .
Equity Ownership
| Metric | May 14, 2025 (Record Date) | Oct 21, 2025 (Record Date) |
|---|---|---|
| Total beneficial ownership (shares) | 110,379 | 110,379 |
| Ownership as % of outstanding | <1% (starred by company) | <1% (starred by company) |
| Common shares | 60,379 | 60,379 |
| Warrants (exercisable within 60 days) | 50,000 | 50,000 |
| Pledged shares | Prohibited absent written approval per company policy; none disclosed for Manners |
Policy context:
- Insider Trading Policy prohibits short sales, hedging, pledging without approval; standing/limit orders restricted unless under approved 10b5-1 plan .
Governance Assessment
- Board effectiveness: Manners adds geopolitical and government-affairs depth useful to risk oversight; however he currently holds no committee assignments, limiting direct influence over audit, compensation, and governance processes .
- Independence and engagement: Independent under NYSE rules with at least 75% attendance in 2024, supporting baseline engagement .
- Ownership alignment: Beneficial ownership is modest (<1%), with 50,000 warrants counted as exercisable; alignment exists but is limited relative to larger holders .
- Conflicts/related-party exposure: No related-party transactions disclosed for Manners; broader company-related agreements (e.g., Trina Cooperation Agreement) create governance complexity but do not implicate Manners personally .
Red flags and mitigants:
- Red flags: None specific to Manners (no related-party ties; no disclosed hedging/pledging) .
- Mitigants: Independence status; company policies on insider trading and anti-hedging/pledging; executive sessions of independent directors .
Say-on-pay signal (context):
- 2024 advisory vote on executive compensation received 72.8% approval, indicating acceptable but not overwhelming investor support; useful context for board oversight of pay .