TPI Composites, Inc. Files Definitive Proxy Statement

Ticker: TPICQ · Form: DEF 14A · Filed: Apr 22, 2024 · CIK: 1455684

Tpi Composites, Inc DEF 14A Filing Summary
FieldDetail
CompanyTpi Composites, Inc (TPICQ)
Form TypeDEF 14A
Filed DateApr 22, 2024
Risk Level
Pages15
Reading Time18 min
Key Dollar Amounts$132.5 million, $190 million, $90 million, $20,000
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, TPI Composites, Shareholder Meeting, Corporate Governance

TL;DR

<b>TPI Composites, Inc. has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023.</b>

AI Summary

TPI COMPOSITES, INC (TPICQ) filed a Proxy Statement (DEF 14A) with the SEC on April 22, 2024. Filing type: DEF 14A (Definitive Proxy Statement). Reporting period: Fiscal year ending December 31, 2023. Filed as of date: April 22, 2024. Company SIC code: 3510 (Engines & Turbines). Business address: 8501 N Scottsdale Road, Gainey Center II, Suite 100, Scottsdale, AZ 85253.

Why It Matters

For investors and stakeholders tracking TPI COMPOSITES, INC, this filing contains several important signals. This filing is a standard proxy statement, indicating the company is seeking shareholder votes on various matters, likely including director elections and executive compensation. The filing provides detailed financial information and corporate governance disclosures relevant to shareholders making voting decisions.

Risk Assessment

Risk Level: — TPI COMPOSITES, INC shows moderate risk based on this filing. The filing is a routine DEF 14A, which is a standard disclosure document and does not contain new material events or financial performance data that would indicate immediate risk.

Analyst Insight

Review the proxy statement for details on director nominations, executive compensation, and any shareholder proposals to inform voting decisions.

Key Numbers

  • 2023-12-31 — Fiscal Year End (Reporting period)
  • 2024-04-22 — Filing Date (Date the document was filed)
  • 3510 — SIC Code (Standard Industrial Classification)

Key Players & Entities

  • TPI Composites, Inc. (company) — Registrant name
  • Securities Exchange Act of 1934 (regulator) — Act under which the filing is made
  • 8501 N Scottsdale Road (company) — Business address street
  • Scottsdale (company) — Business address city
  • AZ (company) — Business address state
  • 85253 (company) — Business address zip

FAQ

When did TPI COMPOSITES, INC file this DEF 14A?

TPI COMPOSITES, INC filed this Proxy Statement (DEF 14A) with the SEC on April 22, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by TPI COMPOSITES, INC (TPICQ).

Where can I read the original DEF 14A filing from TPI COMPOSITES, INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by TPI COMPOSITES, INC.

What are the key takeaways from TPI COMPOSITES, INC's DEF 14A?

TPI COMPOSITES, INC filed this DEF 14A on April 22, 2024. Key takeaways: Filing type: DEF 14A (Definitive Proxy Statement). Reporting period: Fiscal year ending December 31, 2023. Filed as of date: April 22, 2024.

Is TPI COMPOSITES, INC a risky investment based on this filing?

Based on this DEF 14A, TPI COMPOSITES, INC presents a moderate-risk profile. The filing is a routine DEF 14A, which is a standard disclosure document and does not contain new material events or financial performance data that would indicate immediate risk.

What should investors do after reading TPI COMPOSITES, INC's DEF 14A?

Review the proxy statement for details on director nominations, executive compensation, and any shareholder proposals to inform voting decisions. The overall sentiment from this filing is neutral.

How does TPI COMPOSITES, INC compare to its industry peers?

TPI Composites, Inc. operates in the Engines & Turbines industry (SIC 3510), manufacturing composite wind blades for wind energy solutions.

Are there regulatory concerns for TPI COMPOSITES, INC?

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

Industry Context

TPI Composites, Inc. operates in the Engines & Turbines industry (SIC 3510), manufacturing composite wind blades for wind energy solutions.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

What Investors Should Do

  1. Review executive compensation details and any proposed changes.
  2. Examine director nominations and qualifications.
  3. Identify any shareholder proposals and the company's recommendation.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual disclosure. No comparative data from a previous filing is directly presented in this excerpt.

Filing Stats: 4,545 words · 18 min read · ~15 pages · Grade level 13.6 · Accepted 2024-04-22 16:02:51

Key Financial Figures

  • $132.5 million — ty within TPI's Juarez campus. Issued $132.5 million of 5.25% Green Convertible Senior notes
  • $190 million — ured term loan, providing approximately $190 million of improved liquidity over the term of
  • $90 million — ly reducing future obligations by up to $90 million. Sustainability We view sustainabil
  • $20,000 — to pay Innisfree a fee of approximately $20,000, plus reasonable expenses, for these se

Filing Documents

Executive Compensation Policies and Practices

Executive Compensation Policies and Practices 26 Say-on-Pay Vote on Executive Compensation 26 Setting Executive Compensation 26 Defining and Comparing Compensation to Market Benchmarks 27 Individual Compensation Elements 28 Benefits and Other Compensation 34 Severance and Other Termination Arrangements 34 Tax and Accounting Considerations 35 Compensation Risk Assessment 36 Stock Ownership Policies 36 "Clawback" Policy 36 Policy Prohibiting Hedging and Pledging of Equity Securities 36 Compensation Committee Report 37

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 38 Option Exercises and Stock Vested 42 CEO Pay Ratio 46 Pay Versus Performance 47 Director Compensation 50 Compensation Committee Interlocks and Insider Participation 51 Insider Trading Policy and Rule 10b5-1 Sales Plans 51

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 52 Delinquent Section 16(a) Reports 53 RELATED PARTY TRANSACTIONS 54 Certain Relationships and Transactions 54 Procedures for Approval of Related Party Transactions 56 ADDITIONAL INFORMATION 57 Procedures for Submitting Stockholder Proposals 57 HOUSEHOLDING OF PROXY MATERIALS 58 APPENDIX A – PROPOSED AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TPI COMPOSITES, INC. A-1 APPENDIX B – NON-GAAP FINANCIAL MEASURES INFORMATION B-1 ii|TPI Composites 2024 Proxy Statement GENERAL INFORMATION The Board of Directors (the "Board") solicits your proxy on our behalf for the 2024 Annual Meeting of Stockholders (the "Annual Meeting") and at any adjournment, continuation or postponement of the Annual Meeting for the purposes set forth in this Proxy Statement for our 2024 Annual Meeting of Stockholders (the "Proxy Statement") and the accompanying Notice of the 2024 Annual Meeting of Stockholders (the "Notice"). The Annual Meeting will be held virtually at 1:00 p.m. Arizona time on Wednesday, May 29, 2024 via live audio webcast. You will be able to attend the virtual Annual Meeting, vote your shares electronically and submit your questions during the live audio webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/TPIC2024 and entering your sixteen-digit control number located on your proxy card. On or about April 25, 2024, we mailed our stockholders a Notice, a Proxy Statement and an Annual Report. In this Proxy Statement, the terms "TPI Composites," "the Company," "we," "us," and "our" refer to TPI Composites, Inc. and its subsidiaries. The mailing address of our principal executive offices is TPI Composites, Inc., 9200 E. Pima Center Parkway, Suite 250, Scottsdale, AZ 85254. Record Date April 17, 2024 Quorum A majority of the shares entitled to vote on the Record Date must be present in person or represented by proxy to

: Gender Identity

Part I: Gender Identity Directors 3 6

: Demographic Background

Part II: Demographic Background African American or Black 1 1 Alaskan Native or Native American Asian 1 Hispanic or Latinx Native Hawaiian or Pacific Islander White 1 5 Two or More Races or Ethnicities LGBTQ+ Did Not Disclose Demographic Background Directors who are Military Veterans:- Directors with Disabilities:- For Proposal One, each nominee will be elected as a director if they receive a majority of the votes cast with respect to their election. If the votes cast for any nominee do not exceed the votes cast against the nominee, our nominating and corporate governance committee will consider whether to accept or reject such director's resignation, which is tendered to the Board pursuant to our corporate governance guidelines. Broker non-votes and abstentions will have no effect on the election of the nominees. RECOMMENDATION OF THE BOARD The Board recommends that you vote "FOR" the election of each of the nominees. The biographies of each of the nominees and continuing directors below contain information regarding each such person's service as a director, business experience, director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused the Board to determine that the person should serve as a director of the Company. In addition to the information presented below regarding each nominee's and continuing director's specific experience, qualifications, attributes and skills that led the Board to the conclusion that he or she should serve as a director, we also believe that each of our directors has a reputation for integrity, honesty and adherence to high ethical standards. Each of our directors has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to the Company and the Board. Finally, we value our directors' experience in relevant areas of business management and on other boards of directors and

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