Jaime Gualy
About Jaime Gualy
Jaime Eduardo Gualy is Chief Operating Officer of T1 Energy (NYSE: TE), appointed effective August 15, 2025, after serving as EVP, Corporate Development since January 2025 . He has 30+ years of energy-sector business development experience and prior affiliations including KLR Group; his education includes studies at Rice University and the University of Houston . As COO, his role is aligned to T1’s execution priorities (G1_Dallas production ramp, G2_Austin development) amid 2025 EBITDA guidance of $25–$50 million and evolving offtake and policy conditions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| T1 Energy (TE) | EVP, Corporate Development | Jan–Aug 2025 | Helped drive corporate development during transition to integrated U.S. solar supply chain |
| KLR Group LLC (prior affiliation) | Executive/Investment role | N/A | Capital markets/energy finance expertise supporting growth and transactions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| N/A disclosed | — | — | No external directorships disclosed in TE filings reviewed |
Fixed Compensation
| Component | Value | Terms |
|---|---|---|
| Base Salary | $500,000 | Set in the Aug 31, 2025 amendment to his offer letter, effective upon COO appointment |
| Benefits | Company-standard benefits eligibility | Per offer letter; not further detailed in amendment |
| Cash Bonus | Eligible per STIP | STIP structure set at company level; individual metrics established annually |
Performance Compensation
| Incentive Type | Grant/Structure | Vesting | Performance Linkage |
|---|---|---|---|
| RSUs (initial grant as EVP) | 275,000 RSUs | Vesting per offer letter (schedule not disclosed in amendment) | Equity aligns compensation to stock performance; RSUs are standard LTI under 2021 Plan |
| RSUs (COO sign-on) | 100,000 RSUs | Vests in three equal tranches on each of the first three anniversaries of grant | Service-based; accelerates upon qualifying termination within 12 months post-Change in Control |
| Annual Equity Awards | Eligible under 2021 Equity Incentive Plan | As approved by Board per plan terms | Mix may include RSUs/options; awards under 2021 Plan (amended Apr 22, 2024) |
| Short-Term Incentive Plan (STIP) | Company and individual metrics | Annual determination; committee may reduce payout to zero based on full-year performance | 2025 corporate measures include EHS, CFIUS approval, integration, corporate transformation, G1 operations, G2 development, EBITDA; plus three individual metrics |
Equity Ownership & Alignment
- Insider status: Filed Form 3 upon becoming a reporting person (Aug 15, 2025), confirming beneficial ownership reporting obligations .
- Outstanding awards: 275,000 RSUs (prior grant) and 100,000 sign-on RSUs; eligible for annual equity awards under the 2021 Plan .
- Hedging/pledging: TE prohibits hedging and pledging of Company stock (unless approved by the Compliance Officer); 10b5‑1 plans permitted; insider trading policy governs blackout periods and sell-to-cover transactions for tax withholding .
- Clawback: TE maintains an NYSE-compliant clawback policy covering incentive compensation with a three-year lookback in case of restatements; additional recoupment provisions may apply under employment agreements .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Offer Letter (executed) | Dated March 29, 2025; signed April 4, 2025 (EVP role) | Referenced in Item 5.02; amendment attaches COO terms |
| COO Appointment | Effective August 15, 2025 | Item 5.02 8‑K (Sept 4, 2025) |
| Amendment Date | August 31, 2025 | Exhibit 10.1 |
| Base Salary | $500,000 annually | Amendment to Offer Letter |
| Sign-on RSU | 100,000 RSUs; 3-year equal vesting | Amendment to Offer Letter |
| Change-in-Control | If terminated within 12 months post-CoC, unvested sign-on RSUs vest; severance per Offer Letter | Item 5.02 |
| Equity Plan | Awards under 2021 Equity Incentive Plan | Item 5.02; 2021 Plan terms |
| Trading Policy | Blackouts, sell-to-cover, and 10b5‑1 allowances | Insider Trading Policy |
Vesting Schedules and Insider Selling Pressure
- Scheduled RSU vesting creates predictable equity settlement dates (annually over 3 years for 100,000 sign-on RSUs), potentially triggering sell-to-cover transactions for tax withholding under policy exceptions; subsequent market sales remain subject to blackout and MNPI restrictions .
- In a Change in Control, accelerated vesting of sign-on RSUs upon qualifying termination within 12 months could concentrate vesting and increase near-term disposal pressure, though hedging/pledging restrictions mitigate misalignment risks .
Compensation Structure vs Performance Metrics
- STIP: Company’s 2025 STIP embeds operational, regulatory, and financial goals (EHS, CFIUS, integration, G1 operations, G2 development, EBITDA) alongside individual metrics, enabling pay-for-performance calibration and committee discretion to zero payouts if broader performance warrants .
- LTIP: RSUs under the 2021 Plan align long-term compensation to TE’s stock performance; standard three-year vesting cadence supports retention and alignment across the manufacturing expansion timeline .
Change-of-Control Economics, Severance, Clawbacks
- CoC acceleration: Unvested sign-on RSUs vest upon qualifying termination within 12 months post-CoC; severance per Offer Letter (specific multiple not disclosed in amendment) .
- Clawback: Incentive compensation subject to recoupment under TE’s clawback policy in case of material restatements; employment agreements may add recoupment triggers .
- Anti-hedging/pledging: Prohibitions reduce misalignment and risk of collateral-driven forced sales; pledging only with written approval .
Track Record, Value Creation, and Execution Risk
- Role alignment: COO role is central to TE’s stated priorities (ramping G1_Dallas, advancing G2_Austin, capital formation), which management reiterated in Q3 2025 earnings materials .
- Operating context: TE maintained 2025 EBITDA guidance ($25–$50m) while noting an offtake dispute and a $53m intangible impairment—operational delivery and customer resolution are key execution risks interfacing with COO responsibilities .
- Policy tailwinds/headwinds: Domestic content, AD/CVD/tariff developments and 45X tax credits influence operational planning and eligibility, underscoring the importance of COO oversight of supply chain and compliance .
Investment Implications
- Retention and alignment: Three-year RSU vesting and eligibility for annual equity awards support retention through TE’s multi-year build-out; anti-hedging/pledging and clawbacks enhance alignment and governance .
- Selling pressure: Predictable annual RSU vesting plus policy-permitted sell-to-cover could create minor periodic flow; risk of accelerated vesting in a CoC scenario would concentrate potential selling, though blackouts and MNPI restrictions apply .
- Performance linkage: STIP metrics spanning operations (G1), development (G2), regulatory approvals (CFIUS), and EBITDA tie near-term cash incentives to deliverables under COO purview, making operational execution a direct lever on payouts .
- Monitoring: Track future Form 4s (transactions), RSU grant dates/vesting, and quarterly disclosures for progress on G1 throughput, G2 funding/construction, and customer contracts to assess incentive realization and potential share overhang .