Einar GS Kilde
About Einar GS Kilde
Einar GS Kilde, 65, is Chief Development Officer at T1 Energy (NYSE: TE), appointed in August 2024 after serving as EVP Project Executive Officer; he holds a B.S. in Mechanical Engineering from the University of Trondheim . His incentive framework emphasizes operational execution via the STIP (50% company metrics, 50% individual metrics) and, for 2025, added EBITDA among other transformation goals, aligning pay to measurable milestones rather than pure TSR or revenue growth targets . As of October 21, 2025, his beneficial ownership is less than 1% of shares outstanding with components including vested options and warrants, indicating modest direct equity alignment relative to float .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FREYR Legacy | Executive Vice President Projects | Oct 2019 – Jul 2021 | Executive leadership in project development, execution and scaling within energy storage/manufacturing . |
| Bane NOR | Executive Vice President | Oct 2017 – Sep 2019 | Senior operations/execution role within Norwegian rail infrastructure . |
| Sarawak Energy Berhad | Executive Vice President, Project Execution | Sep 2010 – Oct 2017 | Led major energy project execution in Southeast Asia . |
| Renewable Energy Corporation ASA (REC) | EVP & Head of Wafer Division | Aug 2007 – Jul 2009 | Led wafer manufacturing operations in solar supply chain . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in reviewed filings | — | — | No public company directorships or external board roles disclosed for Kilde in the DEF 14A . |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary (USD) | $414,728 |
| Base Salary (Local) | NOK 4.5 million as of 12/31/2024 |
| Target Bonus % of Salary | 50% |
| Non-Equity Incentive (Actual Cash Bonus Paid) | $52,850 |
| All Other Compensation | $10,951 (Defined contribution plan $10,382; Life/Health insurance $569) |
Performance Compensation
Short-Term Incentive Plan (STIP) – Design and 2024 Metrics
| Component | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Company | Achieve automatic production at CQP of 10 cells (mechanically in-spec, charge/discharge) by end of April 2024 | 20% | As stated | Not disclosed | Not disclosed | Annual cash payout |
| Company | Receive conditional financing approval for Giga America (conventional tech, IRA subsidies) by end of Dec 2024 | 15% | As stated | Not disclosed | Not disclosed | Annual cash payout |
| Company | Assure cash spending in line with budget monthly and accurate/compliant quarterly reporting | 15% | As stated | Not disclosed | Not disclosed | Annual cash payout |
| Individual | 3 KPIs per NEO (role-aligned) | 50% | Defined at start of year | Not disclosed | Not disclosed | Annual cash payout |
| Threshold | Committee may reduce outcome (including to zero) based on safety, reputation, milestone achievement, long-term impact | — | Policy | Applied as needed | Applied as needed | Annual cash payout |
| Outcome (Kilde) | 2024 Non-Equity Incentive Paid | — | — | — | $52,850 | Paid for FY2024 |
2025 STIP added goals covering EHS compliance, CFIUS approval, integration, corporate transformation, G1 operations, solar cell development, EBITDA, and role-specific individual metrics .
Long-Term Incentives (Options) – Kilde Outstanding Awards (as of 12/31/2024)
| Grant/Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Stock Option | 1,185 | — | 10.00 | 7/09/2026 | 1/3 annually over 3 years |
| Stock Option | 100,000 | — | 10.00 | 7/09/2026 | 1/3 annually over 3 years |
| Stock Option | 50,630 | 25,316 | 8.47 | 6/09/2027 | 1/3 annually over 3 years |
| Stock Option | 1,388 | 694 | 12.95 | 9/07/2027 | 1/3 annually over 3 years |
| Stock Option | 25,770 | 51,540 | 7.55 | 5/22/2028 | 1/3 annually over 3 years |
| Stock Option | — | 105,000 | 1.55 | 1/15/2029 | Not disclosed beyond plan standard |
| Stock Option | — | 21,000 | 1.43 | 3/15/2029 | Not disclosed beyond plan standard |
Plan standard: stock options generally vest in three equal installments on the first three anniversaries of grant date .
Equity Ownership & Alignment
Beneficial Ownership
| Metric | Q1 2025 Record Date | Oct 21, 2025 |
|---|---|---|
| Shares Outstanding (basis for % calc) | 155,938,092 | 168,701,196 |
| Kilde Beneficial Ownership (Total) | 322,059; less than 1% (“*”) | 322,753; less than 1% (“*”) |
| Components/Notes | Not detailed in table footnote for Kilde | Includes 50,000 warrants; 272,753 shares subject to stock options vested/exercisable within 60 days |
Exercisable vs Unexercisable Options (as of 12/31/2024)
| Category | Count |
|---|---|
| Exercisable (aggregate of listed grants) | 178,973 (sum of exercisable line items) |
| Unexercisable (aggregate of listed grants) | 203,550 (sum of unexercisable line items) |
Anti-hedging/anti-pledging policy prohibits short sales, derivatives (outside compensatory awards), hedging, and pledging of Company securities unless approved in writing by the Compliance Officer; margin accounts are prohibited .
Ownership Guidelines & Pledging
- Stock ownership guidelines for NEOs are not disclosed in the DEF 14A; pledging requires written approval per Insider Trading Policy .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Executed May 2021 |
| Current Role Start | Named Chief Development Officer in Aug 2024 (previously EVP Project Executive Officer) |
| Base Salary | NOK 4.5 million as of 12/31/2024 |
| Target Bonus | 50% of base salary |
| Equity Eligibility | Eligible under the 2021 Plan |
| Severance (No Cause/Good Reason) | 18 months of base salary paid in lump sum; acceleration of unvested equity awards at termination (except certain for-cause cases) |
| Restrictive Covenants | Non-compete, non-solicit, confidentiality; Company may waive non-compete, and if waived, severance payments described above are not required for waiver period(s) |
| Clawback | NYSE-compliant compensation recoupment policy covering all incentive compensation over a 3-year lookback in case of financial restatement; no action required in prior year |
| Anti-Hedging/Anti-Pledging | Policy prohibits hedging and pledging without written approval; prohibits short sales and margin use |
| Say-on-Pay | Advisory vote on executive compensation had 72.8% approval at the prior annual meeting |
| Compensation Committee | Two independent directors; chaired by Daniel Artemus Steingart (added April 2024); retained Kavea Consulting, LLC as independent compensation consultant; no conflicts under NYSE rules |
Related Party Transactions (Governance Red Flags)
- Metier framework agreement (CEO of Metier is Kilde’s brother); $1.8 million recognized as G&A expense in 2024; $0.1 million capitalized in 2023; $0.1 million unpaid at 12/31/2024 recorded in payables/accruals .
- Savannah Kilde (daughter-in-law) received ~$141,000 in total salary and share-based compensation for FY2024 .
- Employment arrangements with immediate family or affiliated entities require Audit & Risk Committee approval/ratification .
Investment Implications
- Incentive alignment: STIP focuses on operational milestones and governance thresholds (safety, reputation), with 2025 adding EBITDA, suggesting stronger linkage to financial outcomes; however, metric-level outcomes for Kilde are not disclosed, limiting payout predictability assessment .
- Vesting/selling pressure: Kilde holds multiple option tranches with staggered vesting through 2029; standard 3-year vesting schedules and sizable unexercisable balances imply recurring potential unlocks that could contribute to insider selling windows, subject to blackout and policy constraints .
- Retention and termination economics: Single-trigger acceleration of unvested equity upon termination (other than certain for-cause) plus 18 months’ cash severance is generous and could weaken pay-for-performance rigor in adverse scenarios; non-compete can be waived, reducing severance cost to Company during waiver periods .
- Alignment and governance: Beneficial ownership is less than 1%, indicating modest direct equity alignment; anti-hedging/anti-pledging mitigates misalignment risk, but related-party transactions (Metier; family employment) raise oversight considerations and potential perception risks .
- Shareholder posture: Prior say-on-pay support (72.8%) suggests investor tolerance for the program; continued scrutiny around single-trigger acceleration and related-party engagements may be prudent as T1 pursues transformation and EBITDA-linked objectives .