Joseph Evan Calio
About Joseph Evan Calio
Joseph Evan Calio, 58, has served as Chief Financial Officer of T1 Energy Inc. (TE) since June 13, 2024. He previously was a Managing Director in Energy & Infrastructure Investment Banking at BTIG, and spent 14 years at Morgan Stanley as a Managing Director in Equity Research covering E&P, refiners, and integrated oils; he began his career as Special Counsel at the SEC and held roles in Energy Investment Banking at Morgan Stanley and Energy Proprietary Trading at JPMorgan. Calio holds a BS from Lehigh University, a JD from Widener University School of Law, and an LLM from Georgetown University Law Center . T1’s compensation framework emphasizes pay-for-performance via STIP and LTIP with 2025 metrics including EBITDA and operational milestones; the company reported net losses in recent years, though executive pay is governed by a clawback policy and anti-hedging/pledging restrictions .
Past Roles
| Organization | Role | Years (disclosed) | Strategic impact |
|---|---|---|---|
| BTIG, LLC | Managing Director, Energy & Infrastructure Investment Banking | Not disclosed | Led energy infrastructure banking coverage; deal execution and financing |
| Morgan Stanley | Managing Director, Equity Research; prior Energy Investment Banking | 14 years (Equity Research tenure) | Ranked by Institutional Investor (2012, 2013, 2014, 2016); coverage of E&P, refiners, integrated oils; deep capital markets expertise |
| JPMorgan | Energy Proprietary Trading | Not disclosed | Trading experience in energy markets |
| U.S. SEC | Special Counsel | Not disclosed | Legal and regulatory expertise early career |
External Roles
No public company directorships or external board roles disclosed for Calio .
Fixed Compensation
| Component | 2024 | 2025 (structure/eligibility) |
|---|---|---|
| Base salary ($) | $327,692 (partial-year) | $600,000 annual as of 12/31/2024 per employment agreement |
| Target bonus (% of salary) | 100% (CEO/CFO STIP target) | 100% (eligible under STIP) |
| Actual bonus paid ($) | $600,000 (non‑equity incentive for 2024) | Not disclosed |
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024 outcomes and design
| Metric | Weighting | Target (as disclosed) | Actual | Payout |
|---|---|---|---|---|
| Achieve automatic production at CQP of 10 cells (mechanically in‑spec; charge/discharge) by end of April 2024 | 20% | Completion by April 2024 | Not disclosed | Part of $600,000 cash bonus (total) |
| Conditional financing approval for Giga America by end of December 2024 | 15% | Approval by Dec 2024 | Not disclosed | Part of $600,000 cash bonus (total) |
| Cash spend per budget monthly and accurate/compliant quarterly reporting | 15% | Budget adherence; reporting quality | Not disclosed | Part of $600,000 cash bonus (total) |
| Individual KPIs (three per NEO) | 50% | Role‑specific goals | Not disclosed | Part of $600,000 cash bonus (total) |
Threshold/committee discretion: Compensation Committee may reduce STIP to zero based on broader performance factors (safety, reputation, milestones, long‑term impact) .
Short-Term Incentive Plan (STIP) – 2025 design
| Metric category | 2025 structure |
|---|---|
| Corporate metrics | Seven measures: EHS compliance; CFIUS approval; acquired business integration; corporate transformation; G1 operations; cell factory development; EBITDA |
| Individual metrics | Three role‑specific KPIs per executive |
Long-Term Incentives (LTIP) and Equity Awards
| Award type | Grant date | Quantity / Fair value | Vesting schedule | Notes |
|---|---|---|---|---|
| Sign‑On RSUs | 6/13/2024 | 1,267,427 unvested RSUs at YE; market/payout value $3,269,962 | Three equal tranches on 6/13/2025, 6/13/2026, 6/13/2027 | Sign‑On RSUs sized at a nominal $3.0M ÷ 15‑day VWAP from start date |
| Special RSUs (Trina transaction retention) | 1/1/2025 | 1,500,000 RSUs | 500,000 vested at grant; 500,000 vest on 1/1/2026; 500,000 on 1/1/2027 | One‑time award to retain/incentivize leadership through integration |
| Annual RSUs | Eligibility 2025+ | FMV $600,000 per year in first three years | As granted | Per employment agreement |
| NQSOs | Eligibility 2025+ | 300,000 options across first three years | As granted | None outstanding for Calio at 12/31/2024 |
Clawback: NYSE‑compliant recoupment policy; 3‑year lookback for restatements; covers incentive compensation .
Equity Ownership & Alignment
| Metric | As of May 14, 2025 | As of Oct 21, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 1,180,462 | 1,180,462 |
| Ownership % of outstanding | <1% (asterisked in table) | <1% (asterisked in table) |
| Common shares directly owned | 680,462 | 680,462 |
| RSUs vested, not settled | 500,000 | 500,000 |
Anti‑hedging/pledging: Hedging prohibited; pledging prohibited unless approved in writing by Compliance Officer; standing/limit orders restricted except via approved 10b5‑1 plans . Stock ownership guidelines (executive‑specific): not disclosed; say‑on‑pay approval 72.8% in prior year indicates support for compensation approach .
Employment Terms
| Term | Details |
|---|---|
| Start date / role | CFO effective June 13, 2024 |
| Base salary | $600,000 annual as of 12/31/2024 |
| STIP target | 100% of base salary |
| Equity eligibility | Sign‑On RSUs sized at $3.0M (15‑day VWAP basis) ; plus annual RSUs of $600,000 FMV and 300,000 NQSOs over first three years |
| Severance (Qualifying Termination) | 12 months base salary paid over 12 months; 6 months COBRA reimbursement |
| Change‑in‑control | Double‑trigger: equity awards fully vest if Qualifying Termination within 12 months post‑CoC |
| Restrictive covenants | Non‑compete, non‑solicit, confidentiality provisions |
Risk Indicators & Red Flags
- Large near‑term equity vesting: 500,000 RSUs vested 1/1/2025 and further 500,000 at 1/1/2026 and 1/1/2027 increase potential insider selling pressure around vest dates, subject to blackout windows and 10b5‑1 plans .
- Additional sign‑on RSUs vest pro‑rata each June 13 through 2027, adding recurring release events .
- Hedging is prohibited and pledging heavily restricted, limiting misalignment risks from derivatives or collateralization .
- Clawback regime reduces pay‑for‑performance risk in case of restatements .
Investment Implications
- Alignment: A 100% STIP target and multi‑year RSU schedules link compensation to operational milestones (EHS, integration, EBITDA) and stock performance; clawbacks and anti‑hedging policies strengthen governance alignment .
- Retention risk: One‑time 1.5M RSUs and ongoing RSU/option eligibility create strong retention hooks through 2027; severance at 1x salary and double‑trigger CoC acceleration balance retention with potential mobility .
- Selling pressure signals: Material RSU vest dates (Jan 1, 2026/2027; Jun 13, 2025/2026/2027) are potential supply events; monitor Form 4s and 10b5‑1 adoptions near those dates for flow signals .
- Governance backdrop: Prior say‑on‑pay support (72.8%) and independent Compensation Committee oversight point to investor‑acceptable practices, though performance headwinds (net losses) warrant continued scrutiny of payout outcomes versus targets .