8-KLeadership ChangesExhibits & Filings

FIRST SOLAR, INC. 8-K Report, Executive Changes (Aug 17, 2011)

Filed August 17, 2011For Securities:FSLR

Summary

First Solar, Inc. (FSLR) announced an executive leadership change, appointing James G. Brown, Jr. as the new President of the Utility Systems Business Group, effective September 1, 2011. Mr. Brown, with a strong background in project finance and business development, including his current role leading utility systems sales, will report directly to CEO Robert Gillette. This transition sees Jens Meyerhoff departing from his role, though he will remain with the company until September 30, 2011, to ensure a smooth handover. The filing details Mr. Brown's new employment arrangements, including a base salary of $450,000, a target bonus of 80% of base salary, and a grant of 7,500 restricted stock units vesting over two and three years. Severance packages for both Mr. Brown and Mr. Meyerhoff are also outlined, with Mr. Brown's package including provisions for termination without cause and in the event of a change in control. Mr. Meyerhoff's departure terms include pro-rated bonus, vesting of RSUs, and an amended non-compete agreement. This appointment signals a strategic shift in leadership for a key business segment. Investors should note Mr. Brown's extensive experience in project finance and sales, which is critical for the utility-scale solar market. The compensation package for Mr. Brown, including base salary, bonus potential, and equity awards, aligns with senior executive compensation. The details surrounding Mr. Meyerhoff's exit and the associated agreements, particularly the extended non-compete period, are also important for understanding the company's management transition and commitment to protecting its business interests.

Key Highlights

  • 1James G. Brown, Jr. appointed President, Utility Systems Business Group, effective September 1, 2011.
  • 2Mr. Brown reports directly to CEO Robert Gillette, succeeding Jens Meyerhoff.
  • 3Mr. Brown's compensation includes a $450,000 base salary, target bonus of 80%, and 7,500 RSUs vesting over 2-3 years.
  • 4Detailed severance packages are provided for both Mr. Brown (termination without cause, change in control) and Mr. Meyerhoff.
  • 5Mr. Meyerhoff will remain with the company until September 30, 2011, to facilitate the transition.
  • 6Mr. Meyerhoff's non-compete agreement has been amended to extend the restricted period from 24 to 36 months.
  • 7The company has waived the mitigation clause for Mr. Meyerhoff's severance payments.

Frequently Asked Questions

James G. Brown, Jr. has been appointed as the new President of the Utility Systems Business Group, effective September 1, 2011. He previously served as Senior Vice President, Utility Systems Business Sales. His role involves leading the utility systems business and reporting directly to the CEO, Robert Gillette.

Mr. Brown's new employment agreement includes an annual base salary of $450,000, eligibility for an annual bonus with a target of 80% of his base salary, and a grant of 7,500 restricted stock units (RSUs) that will vest over two and three years. He is also entitled to standard employee benefits and executive perquisites.

Jens Meyerhoff will remain with First Solar until September 30, 2011, to assist with the transition. He will receive severance benefits per his employment agreement, a pro-rated 2011 bonus, and certain restricted stock units will vest. His non-competition and non-solicitation agreement has been amended to extend the restricted period to 36 months, and the company has waived the mitigation clause for his severance payments.

In the event of termination by First Solar without cause (outside a change in control period), Mr. Brown will receive 12 months of salary continuation, continued medical coverage for 12 months, and accelerated vesting of equity awards that would have vested within 12 months of termination. In the event of a change in control, he is entitled to a prorated bonus, two years of salary and bonus continuation, 18 months of health benefits, outplacement services, and full vesting of all equity awards, potentially with a tax gross-up.