Peter Matrai
About Peter Matrai
Peter Matrai, 52, is a co‑founder of T1 Energy (TE) and has served as a director since the consummation of the Business Combination; he previously served as a director of FREYR Legacy, TE’s predecessor entity . His education includes a B.S. in Economics and M.Sc. in Finance from Budapest University of Economics, an M.Sc. in Financial Services and Banking Techniques from Université Panthéon‑Assas, and an MBA from the University of Chicago Booth School of Business . The Board states he is qualified due to experience licensing and commercializing low‑emissions, disruptive technologies and deep familiarity with FREYR Legacy’s business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FREYR Legacy | Director | Joined June 2019 | Predecessor board experience |
| SYSTEMIQ Ltd. | Senior Advisor | May 2016 – Sep 2017 | Sustainability advisory background |
| Joule Unlimited | Chief Financial Officer | Jul 2015 – Apr 2016 | Finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EDGE Global LLC | Co‑founder & Managing Partner | Since Sep 2017 | Scaling services to sustainability‑focused companies; co‑owner with Tom Einar Jensen |
| HTTP Foundation (non‑profit) | Director | Since Nov 2004 | Not‑for‑profit governance role |
Board Governance
- Committee memberships (2024): Not a member of Audit & Risk, Compensation, or Nominating & Corporate Governance committees per the committee roster .
- Independence: The Board determined independent directors to be Kantor, Manners, Slettemoen, Steingart, Strine, and Anderson; Matrai is not listed as independent .
- Attendance: The Board held 17 meetings in 2024; each incumbent director then in office attended at least 75% of meetings of the Board and applicable committees .
- Board structure: Combined Chair/CEO (Barcelo) with independent leadership at committee level; independent directors meet in executive sessions at least annually .
| Committee | Membership (Matrai) | 2024 Meetings |
|---|---|---|
| Audit & Risk | — | 4 |
| Compensation | — | 6 |
| Nominating & Corporate Governance | — | 5 |
Board‑level governance note: A cooperation agreement provides a major shareholder (Seller) nomination rights, including designating directors to the Nominating & Corporate Governance and Compensation Committees when certain ownership thresholds are met, which can affect committee composition and independence dynamics .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock‑based Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 100,000 | — | 360,000 (Consulting Agreement) | 460,000 |
Non‑employee director cash retainer schedule (2024):
| 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 |
Consulting agreement terms:
- Initial: $30,000/month (annual $360,000) under a May 14, 2021 consultancy; eligible for share‑based awards under the 2021 Plan; includes confidentiality, non‑compete, non‑solicit, IP assignment; majority time expected for services .
- Amendment: Extended Aug 1, 2024 – Jul 30, 2025 at $30,000/month; fee reductions only as a general reduction mandated by the Compensation Committee .
Performance Compensation
- Director stock awards: None disclosed for Matrai in 2024; aggregate stock‑based awards column shows “—” for Matrai .
- Equity eligibility via consulting: Eligible to receive share‑based compensation awards under the 2021 Plan; specific grant metrics/targets not disclosed .
Performance metrics table (director compensation):
| Metric | Definition/Target | Applies to Matrai? | Disclosed Value |
|---|---|---|---|
| TSR percentile | Not disclosed | Not disclosed | — |
| Revenue/EBITDA growth | Not disclosed | Not disclosed | — |
| ESG goals | Not disclosed | Not disclosed | — |
| Plan linkage (2021 equity plan) | Eligibility stated via consulting role | Yes (eligibility) | No award metrics disclosed |
Option exposure (directors at 12/31/2024):
| Director | Aggregate Shares Underlying Option Awards |
|---|---|
| Peter Matrai | 200,000 |
Other Directorships & Interlocks
| Entity | Role | Nature | Interlock/Notes |
|---|---|---|---|
| FREYR Legacy | Director | Prior public entity (predecessor) | Direct continuity from predecessor board |
| HTTP Foundation | Director | Non‑profit | Long‑tenured non‑profit governance |
| EDGE Global LLC | Co‑owner (with Tom Einar Jensen) | Private | Holds TE securities; Matrai disclaims beneficial ownership except to pecuniary interest |
Expertise & Qualifications
- Finance and commercialization of disruptive, low‑emissions technologies; prior CFO experience and advisory roles in sustainability .
- Academic credentials across economics, finance, banking techniques, and top‑tier MBA (Chicago Booth) .
Equity Ownership
Beneficial ownership as of October 21, 2025:
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Peter Matrai | 2,406,413 | 1.4% (based on 168,701,196 shares outstanding) | 1,573,912 Common; 100,000 Warrants; 183,333 Options vested/exercisable within 60 days; plus 549,168 Common held by EDGE Global (disclaimed except to pecuniary interest) |
Notes:
- Shares outstanding reference: 168,701,196 as of Oct 21, 2025 .
- EDGE Global co‑ownership with Tom Einar Jensen; Matrai disclaims beneficial ownership except to pecuniary interest .
- Pledging/hedging: No pledging/hedging disclosures for Matrai identified in the proxy excerpts reviewed .
Governance Assessment
- Independence and conflicts: Matrai is not among directors the Board determined to be independent; his paid consulting relationship ($30,000/month) and co‑ownership in EDGE Global—which holds TE securities—are potential conflicts that can impair perceived independence and alignment. RED FLAG: non‑independent director status with continuing paid consulting arrangement .
- Committee influence risk: While Matrai is not on standing committees, board‑level governance rights linked to a major shareholder include designate rights to Nominating & Corporate Governance and Compensation Committees when thresholds are met, raising broader independence and influence considerations across governance. RED FLAG: shareholder designation rights affecting key committees (board‑level risk context) .
- Attendance and engagement: Board reported each incumbent director attended at least 75% of 2024 meetings—acceptable baseline but no individual attendance disclosed beyond threshold .
- Ownership alignment: Material shareholdings (1.4%), including personally held common, warrants, and vested options, and additional exposure via EDGE Global; the disclaimer language on EDGE Global indicates shared interests, which can both align and complicate governance optics .
- Compensation mix: 2024 director pay for Matrai is predominantly fixed cash and consulting fees; no disclosed director stock grants, limiting explicit at‑risk director equity in 2024 and reducing direct pay‑for‑performance signal. This may be offset by his existing beneficial holdings, but director award linkage is not disclosed .
Overall signal: Governance quality concerns center on independence, related consulting compensation, and external holdings via EDGE Global. Strengths include sector‑relevant expertise and satisfactory attendance. Investors should monitor committee composition changes and any evolution in Matrai’s consulting arrangements or equity grants for alignment and conflict mitigation .