8-KLeadership ChangesExhibits & Filings

FIRST SOLAR, INC. 8-K Report, Executive Changes (Dec 18, 2007)

Filed December 18, 2007For Securities:FSLR

Summary

First Solar, Inc. (FSLR) announced the appointment of John Gaffney as Executive Vice President and General Counsel, effective January 15, 2008. Mr. Gaffney, a former partner at Cravath, Swaine & Moore LLP, brings significant experience, having served as a key advisor to First Solar and represented the company in its initial public offering. This strategic hire will strengthen First Solar's legal, corporate development, government affairs, and corporate communications functions, reporting directly to the CEO. The compensation package for Mr. Gaffney includes a base salary of $500,000, an annual bonus of up to 80% of his base salary, and substantial equity awards designed to align his interests with long-term shareholder value. This includes a $7 million sign-on payment and $7 million in restricted stock units, both vesting over time, as well as stock options. The appointment and compensation structure suggest a strong commitment to attracting top-tier executive talent to support the company's growth and operational complexity.

Key Highlights

  • 1Appointment of John Gaffney as Executive Vice President and General Counsel, effective January 15, 2008.
  • 2Mr. Gaffney previously served as a key advisor to First Solar and represented the company in its IPO.
  • 3Annual base salary of $500,000, with an annual bonus potential of up to 80% of base salary.
  • 4Significant sign-on payment of $7,000,000, payable in quarterly installments.
  • 5Grant of $7,000,000 in restricted stock units (RSUs) that vest quarterly.
  • 6Grant of 100,000 stock options, vesting in five equal annual installments.
  • 7Includes provisions for severance and accelerated vesting in the event of termination without cause or a change in control.

Frequently Asked Questions

John Gaffney's appointment as EVP and General Counsel is significant because he brings extensive experience from his role as a partner at Cravath, Swaine & Moore LLP, where he was a key advisor to First Solar, including representing them in their IPO. This appointment strengthens the company's executive leadership in critical legal and strategic areas.

Mr. Gaffney will receive an annual base salary of $500,000, a potential annual bonus of up to 80% of his base salary, a $7,000,000 sign-on payment, $7,000,000 in restricted stock units, and 100,000 stock options. The equity awards are subject to vesting schedules.

Mr. Gaffney is entitled to severance payments and continued benefits if terminated by First Solar without cause. He also has a Change in Control Severance Agreement that provides enhanced severance and immediate vesting of equity awards if his employment is terminated without cause or he resigns for good reason within two years of a change in control.

Mr. Gaffney will receive $7,000,000 in restricted stock units and 100,000 stock options. Both the RSUs and the sign-on payment will vest in 20 equal quarterly installments starting March 31, 2008. The stock options will vest in five equal annual installments starting December 31, 2008.