DEF 14A of Enphase Energy, Inc., Apr 4, 2024

DEF 14A of Enphase Energy, Inc.

Filed Apr 4, 2024 · FY20230001463101-24-000049

Open on EDGAR

  1. Board of Directors

    Board of Directors Our Board of Directors (the “Board”) has nominated two directors to serve for three-year terms until 2027. The nominees and members have a broad and diverse set of skills and experiences that are integral to our success. We believe in a classified Board structure to promote boardroom continuity and institutional knowledge, as well as helping to drive execution of long-term strategy.

  2. Board of Directors

    | Name | | Age | Director Since | Audit Committee | Compensation Committee | Nominating Committee | | Class III Nominees for Election (Until 2027 Annual Meeting of Stockholder) | | | | | | | | | Badrinarayanan Kothandaraman President and CEO, Enphase Energy, Inc. | 52 | 2017 | | | | | | Joseph Malchow Founding Partner, HNVR Technology Investment Management | 38 | 2020 | | | | | Continuing Class I Directors (Until 2025 Annual Meeting of Stockholders) | | | | | | | | | Steven J. Gomo Former CFO, NetApp, Inc. IND | 72 | 2011 | l | | | | | Thurman John Rodgers Founder and former CEO, Cypress Semiconductor IND | 76 | 2017 | | l | l | | Continuing Class II Directors (Until 2026 Annual Meeting of Stockholders) | | | | | | | | | Jamie Haenggi President, ADT Solar (formerly COO); former CCO ADT Security Services IND | 54 | 2020 | | | l | | | Benjamin Kortlang Partner, G2VP, LLC; former Partner, Kleiner Perkins Caufield & Byers IND | 48 | 2010 | l | | l | | | Richard Mora Former CEO, Landis+Gyr IND | 59 | 2014 | l | l | | | | | | l Member l Chair IND Independent | | | |

  3. Election of Directors

    Election of Directors

  4. Class III Nominees for Election with Terms Expiring at the 2027 Annual Meeting

    Class III Nominees for Election with Terms Expiring at the 2027 Annual Meeting

  5. Class III Nominees for Election with Terms Expiring at the 2027 Annual Meeting

    | | Key Skills and Qualifications Mr. Kothandaraman brings to the Board strong technical, operational, strategy and leadership experience during his 21-year career at Cypress Semiconductor and his tenure at Enphase. Career Highlights Mr. Kothandaraman, 52, joined Enphase in April 2017 as Chief Operating Officer (“COO”), before being appointed President and CEO and a member of the Board in September 2017. Prior to Enphase, Mr. Kothandaraman served as Executive Vice President of the Data Communications Division of Cypress Semiconductor Corporation, a semiconductor design and manufacturing company, from April 2011 to September 2016. He started his career with Cypress Semiconductor in 1995 and worked in process technology development and chip design before becoming Vice President of the Asynchronous SRAM Business in 2008. Mr. Kothandaraman was subsequently promoted to executive vice president of Cypress’s Data Communications Division in November 2011 and spent the next five years building the USB 3.0, USB-C and the Internet of Things businesses. He also served as the Executive Director of Cypress Semiconductor Technology India Private Limited from 2012 to 2016. Mr. Kothandaraman received his bachelor of technology degree from IIT Madras and a master of science degree in materials science from the University of California, Berkeley. Mr. Kothandaraman attended the Stanford Executive Program in 2008 and holds eight U.S. patents. Current Public Company Boards None | | Badrinarayanan Kothandaraman | | | President and Chief Executive Officer Director since April 2017 | |

  6. Class III Nominees for Election with Terms Expiring at the 2027 Annual Meeting

    | | Key Skills and Qualifications Mr. Malchow brings to the Board many years of entrepreneurial and investment experience, with expertise in scaled infrastructure, software-driven businesses, data security and machine learning. Career Highlights Mr. Malchow, 38, has served as the founding Partner at HNVR Technology Investment Management, a venture capital firm, and has been investing in technology companies since 2013. In 2011, he co-founded Publir LLC, a cloud software company. Mr. Malchow is a member of the board of the National Civic Arts Society in Washington, D.C. From December 2020 through July 2021, he served on the Board of Directors of Rodgers Silicon Valley Acquisition Corp, a special purpose acquisition company that successfully completed a business combination with Enovix Corporation, a lithium-ion battery company. From January 2021 to January 2023, Mr. Malchow served on the Board of Directors of Archaea Energy Inc., a leading producer of renewable gas. Mr. Malchow provided consulting services to Enphase from April 2019 until April 2022. Mr. Malchow is also involved with Stanford University’s Freeman-Spogli Institute and Hoover Institution, and with The Federalist Society in Washington, D.C. Mr. Malchow holds a bachelor of arts degree from Dartmouth College and a juris doctorate degree from Stanford University. Current Public Company Boards Enovix Corporation (formerly Rodgers Silicon Valley Acquisition Corp.) - since June 2023 | | Joseph Malchow | | | Director since February 2020 | |

  7. Class I Directors Continuing in Office Until the 2025 Annual Meeting

    Class I Directors Continuing in Office Until the 2025 Annual Meeting

  8. Class I Directors Continuing in Office Until the 2025 Annual Meeting

    | | Key Skills and Qualifications Mr. Gomo brings to the Board valuable financial and business expertise through his years of experience as a chief financial officer with publicly traded companies. Mr. Gomo provides an important role in leading the Board’s activities on financial and auditing matters, as well as collaborating with our independent registered public accounting firm and management team in these areas. Career Highlights Mr. Gomo, 72, served as Executive Vice President of Finance and CFO of NetApp Inc., a computer storage and data management company, from October 2004 until December 2011, and as Senior Vice President of Finance and CFO from August 2002 until October 2004. From November 2000 to April 2002, Mr. Gomo served as CFO of Gemplus International S.A., a smart card provider, and from February 1998 until August 2000, Mr. Gomo served as CFO of Silicon Graphics, Inc., a high-performance computer and computer graphics company. Prior to February 1998, Mr. Gomo held various finance, financial management, manufacturing, and general management positions at Hewlett-Packard Company, an information technology company. Mr. Gomo holds a bachelor of science degree in business administration from Oregon State University and a master of business administration degree from Santa Clara University. From February 2005 to May 2017, Mr. Gomo served on the Board of Directors of SanDisk Corporation, a designer, developer and manufacturer of flash storage solutions. From December 2020 through July 2021, Mr. Gomo served on the Board of Directors of Rodgers Silicon Valley Acquisition Corp, a special purpose acquisition company that successfully completed a business combination with Enovix Corporation. Current Public Company Boards Nutanix, Inc. - since June 2015; Micron Technology, Inc. - since October 2018 | | Steven J. Gomo | | | Chair of the Board Director since March 2011 Audit Committee (Chair) | |

  9. Class I Directors Continuing in Office Until the 2025 Annual Meeting

    | | Key Skills and Qualifications Mr. Rodger’s brings 35 years of public company CEO experience to the Board. Mr. Rodgers provides an important role in leading the strategic vision of the company. Career Highlights Mr. Rodgers, 76, founded Cypress Semiconductor Corporation in 1982 and served as the President, CEO and as a member of the Board of Directors until April 2017. From September 2020 to July 2021, he served as the Chairman of the Board of Directors and CEO of Rodgers Silicon Valley Acquisition Corp., a special purpose acquisition company, that successfully completed a business combination with Enovix Corporation in July 2021, and he continues to serve as the Chairman of the Board of Directors of Enovix Corporation. From January 2017 to January 2023, Mr. Rodgers also served on the Board of Directors of FTC Solar, Inc., a solar tracker company. From May 2002 to May 2011, Mr. Rodgers served as a member of the Board of Directors of SunPower Corporation, an energy company. From June 2004 through December 2012 Mr. Rodgers was a member of the board of trustees of Dartmouth College. Mr. Rodgers holds a bachelor of science degree in physics and chemistry from Dartmouth. Mr. Rodgers holds a master of science degree and a Ph.D. in electrical engineering from Stanford University. At Stanford, Mr. Rodgers invented, developed and patented VMOS technology. Current Public Company Boards Enovix Corporation (formerly Rodgers Silicon Valley Acquisition Corp.) - since September 2020; Complete Solaria - since November 2022 | | Thurman John Rodgers | | | Director since January 2017 Compensation Committee (Chair) Nominating and Corporate Governance Committee | |

  10. Class II Directors Continuing in Office Until the 2026 Annual Meeting

    Class II Directors Continuing in Office Until the 2026 Annual Meeting

  11. Class II Directors Continuing in Office Until the 2026 Annual Meeting

    | | Key Skills and Qualifications Ms. Haenggi’s extensive experience in consumer and commercial sales, marketing and customer experience brings a valuable perspective to the Board. Career Highlights Ms. Haenggi, 54, has served as the President of ADT Solar, a division of ADT Security Services, a smart-home security provider, since December 2022. She previously served as the Executive Vice President, COO at ADT Solar, overseeing sales, marketing contract center, field and business operations, HR, IT and administration. Prior to that, Ms. Haenggi was the Executive Vice President, Chief Customer Officer at ADT Security Services from July 2018 to March 2022. She joined ADT in 2016 as Senior Vice President, Chief Sales and Marketing Officer and had previously been with the company from 1998 to 2006 with progressive senior leadership roles in commercial sales and marketing, and domestic and international sales and marketing. From 2010 to 2016, Ms. Haenggi was the Chief Customer Experience Officer at Protection 1, Inc., a home security systems company. Previously, she was at Vonage, Inc. from 2006 to 2010 as the Chief Marketing Officer and Vice President of Customer Experience. Earlier in her career, Ms. Haenggi held various sales and marketing roles at Holmes Protection Group and National Guardian Corporation. Ms. Haenggi earned a bachelor of arts degree in international relations and Japanese from the University of Minnesota and received an honorary doctorate from Taylor University. Current Public Company Boards None | | Jamie Haenggi | | | Director since August 2020 Nominating and Corporate Governance Committee | |

  12. Class II Directors Continuing in Office Until the 2026 Annual Meeting

    | | Key Skills and Qualifications Mr. Kortlang’s work as a venture capitalist with a focus on growth-stage investing in alternative energy technologies provides a valuable industry perspective to the Board. Additionally, Mr. Kortlang’s investing and business experience also provides the Board with a valuable perspective on acquisitions and building alternative energy businesses. Career Highlights Mr. Kortlang, 48, has been a Partner with G2VP, LLC, a venture capital firm since August 2016. From February 2008 to April 2020, Mr. Kortlang was a Partner with Kleiner Perkins Caufield & Byers, a venture capital firm. From July 2000 to January 2008, Mr. Kortlang worked with Goldman, Sachs & Co., co-heading Goldman’s Alternative Energy Investing business. From June 2005 to February 2008, Mr. Kortlang was a Vice President within Goldman’s Special Situations Group, before which he was a Vice President in Goldman’s investment banking group focusing on Industrials and Natural Resources. From January 1996 to August 1998, Mr. Kortlang was an Associate with A.T. Kearney, Inc., a global management consulting firm where he focused on strategic and operations consulting in the energy, manufacturing, packaging, transportation and communications industries. From February 1993 to July 1994, Mr. Kortlang was a Business Analyst at National Australia Bank in strategic planning and macroeconomic forecasting. Mr. Kortlang served on the Board of Directors of Luminar Technologies, Inc. from 2019 until 2021. Mr. Kortlang holds a bachelor of business degree in economics and finance from Royal Melbourne Institute of Technology, a bachelor of commerce and an honors degree in econometrics from University of Melbourne and a master of business administration degree from the University of Michigan. Current Public Company Boards None | | Benjamin Kortlang | | | Director since May 2010 Audit Committee Nominating and Corporate Governance Committee (Chair) | |

  13. Class II Directors Continuing in Office Until the 2026 Annual Meeting

    | | Key Skills and Qualifications Mr. Mora’s expertise in process and productivity improvements at the corporate, regional and country level provides a valuable perspective to the Board, as well as his years of experience with respect to emerging companies, risk management, team building and international operations. Career Highlights Mr. Mora, 59, served as the CEO of Landis+Gyr, an energy management company, from April 2017 through April 2020. Prior to that, Mr. Mora served as the COO of Landis+Gyr, from January 2014 to April 2017. Mr. Mora served as the President and CEO of Landis+Gyr Americas where he had responsibilities for operations in both North and South America, from August 2011 to January 2014. He served as the President and CEO of Landis+Gyr North America, from August 2008 to August 2011. Mr. Mora holds a bachelor of arts degree in economics from Stanford University. Current Public Company Boards None | | Richard Mora | | | Director since February 2014 Audit Committee Compensation Committee | |

  14. Information Regarding the Board of Directors and Corporate Governance

    Information Regarding the Board of Directors and Corporate Governance

  15. Identifying and Evaluating Nominees for Directors

    Identifying and Evaluating Nominees for Directors The Board is responsible for selecting nominees for election as directors. The Board delegates the screening process to the Nominating and Corporate Governance Committee with the expectation that other members of the Board will participate in this process, as appropriate. The Nominating and Corporate Governance Committee periodically reviews the skills and types of experience that it believes should be represented on the Board in light of our current business needs and strategy. The Nominating and Corporate Governance Committee then uses this information to consider whether all of the identified skills and experience are represented on the Board, and may recommend to the Board that the expertise of the current members should be supplemented. The Nominating and Corporate Governance Committee takes these factors into account when looking for candidates for the Board. Candidates recommended by the Nominating and Corporate Governance Committee are subject to approval by the full Board. The Nominating and Corporate Governance Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are anticipated because of retirement or otherwise. In the event that any vacancy is anticipated, or otherwise arises, the Nominating and Corporate Governance Committee considers various potential candidates for director. For additional information on the criteria used to select Board nominees, please see the section “Information Regarding Committees of the Board - Nominating and Corporate Governance Committee” below.

  16. Director Compensation

    Director Compensation

  17. Non-Employee Director Compensation

    Non-Employee Director Compensation Members of the Board who are non-employee directors receive compensation for their service on the Board. As an employee, Mr. Kothandaraman, our CEO, does not receive additional compensation for his service on the Board. The Compensation Committee last reviewed our non-employee director compensation policy in 2020 in order to ensure that our compensation for directors remains competitive and allows us to attract and retain highly qualified members of the Board. As part of this review, the Compensation Committee had engaged AON Consulting, Inc., an independent compensation consultant, to review non-employee director compensation and provide guidance to the Compensation Committee. Based on that review, effective November 1, 2020, the Compensation Committee determined that in order to attract and retain highly qualified directors, the compensation of the non-employee directors should be updated to be more competitive. As a result, the committee approved a new Non-Employee Director Compensation Policy, which provides the following compensation package for our non-employee directors, which was in effect for 2023.

  18. Director Compensation Table

    Director Compensation Table The following table sets forth certain summary information for 2023 with respect to the compensation of our non-employee directors. Mr. Kothandaraman, as an employee and executive officer, did not receive any additional compensation for serving on the Board.

  19. 2023 Director Compensation Table

    2023 Director Compensation Table

  20. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Steven J. Gomo | 105,000 | 269,991 | 374,991 | | Benjamin Kortlang | 85,000 | 249,852 | 334,852 | | Richard Mora | 85,000 | 249,852 | 334,852 | | Thurman John Rodgers | 85,000 | 249,852 | 334,852 | | Jamie Haenggi | 65,000 | 249,852 | 314,852 | | Joseph Malchow | 60,000 | 249,852 | 309,852 |

  21. 2023 Director Compensation Table

    1The amounts reported in this column do not reflect dollar amounts actually received by our non-employee directors. Instead, these amounts represent the aggregate grant date fair value of RSU awards granted in the fiscal year ended December 31, 2023 calculated in accordance with Financial Accounting Standards Board ASC Topic 718 (“ASC 718”), disregarding the estimate for forfeitures. For a discussion of the valuation methodology used, see Note 16, “Stock-Based Compensation” of the notes to consolidated financial statements included in Item 8 of our Annual Report on Form 10‑K for the year ended December 31, 2023, as filed with the SEC on February 9, 2024.

  22. Director Outstanding Equity Awards at December 31, 2023

    Director Outstanding Equity Awards at December 31, 2023 The following table presents the outstanding equity awards held by each of our non-employee Board members as of December 31, 2023.

  23. Director Outstanding Equity Awards at December 31, 2023

    | | Option Awards | | Stock Awards | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Not Exercisable (#) | Number of Shares of Stock or Units That Have Not Vested (#) | | Steven J. Gomo | 45,668 | — | 825 | | Benjamin Kortlang | 2,475 | — | 763 | | Richard Mora | 24,285 | — | 763 | | Thurman John Rodgers | — | — | 763 | | Jamie Haenggi | — | — | 763 | | Joseph Malchow | — | — | 763 |

  24. Fiscal 2023 Performance

    Fiscal 2023 Performance Despite the slowdown in the second half of the year, we delivered strong financial results in 2023, as well as strong free cash flow generation. Our GAAP profitability for 2023 was $438.9 million, as compared to $397.4 million for 2022. Our non-GAAP profitability for 2023 was $613.2 million, as compared to $647.4 million for 2022. We generated $586.4 million in free cash flow in 2023, as compared to $698.4 million in 2022. We reported net revenues of $2,290.8 million for 2023, as compared to $2,330.9 million for 2022. For the year ended December 31, 2023, we sold approximately 15.5 million microinverter units, as compared to approximately 15.4 million units in 2022, and made shipments of our IQ Batteries to customers of 351.6 Megawatt-hour (“MWh”) in 2023, as compared to 508.5 MWh shipped in 2022.1 In addition, we completed the buyback of $410.0 million of our common stock as part of our authorized share repurchase programs, and ended 2023 with $1.9 billion in net working capital, including cash, cash equivalents and marketable securities of $1.7 billion. The graph below shows a comparison of the growth of our common stock as compared to the S&P 500 Index for the period from September 5, 2017 (the first trading day after Mr. Kothandaraman was appointed CEO) to December 31, 2023. As the graph below depicts, our stock has outperformed the S&P 500 over this period. Since Mr. Kothandaraman has led Enphase, our stock price has increased more than 12,023%, as compared to a 94% increase for the S&P 500 Index over the same period. The majority of Mr. Kothandaraman’s compensation has been delivered through performance-based equity awards. The equity awards he has received over time align with our growth and success and the exceptional value delivered to our stockholders since he was promoted to CEO. The information shown is historical, and share price over the indicated period should not be considered indicative of future stockholder returns or future performance. 1 See Appendix A for the most comparable reconciliation of U.S. GAAP to non-GAAP financial measures. We use these non-GAAP financial measures to analyze our operating performance and future prospects, develop internal budgets and financial goals, and to facilitate period-to-period comparisons. We believe that these non-GAAP financial measures reflect an additional way of viewing aspects of our operations that, when viewed with its GAAP results, provide a more complete understanding of factors and trends affecting our business.

  25. 2023 Executive Compensation Highlights

    | Summary of CEO Compensation | | | 2022 Features | 2023 Features | | Base Salary: $450,000; Mr. Kothandaraman’s base salary has remained the same since his appointment to CEO in September 2017 | Base Salary: $450,000; No change from 2022 | | Quarterly Cash Bonus Program: 100% of base salary | Quarterly Cash Bonus Program: 100% of base salary; No change from prior year, however, we added an ESG-based metric target as part of the rigorous metrics | | Equity-Based Incentives Award Mix: 60%/40% Mix 60% performance-based vesting •30% tied to Annual CEO Smart Goals •30% tied to Annual Individual Performance Goals 40% time-based vesting over two years | Equity-Based Incentives Award Mix: 67%/33% Mix 67% performance-based vesting •33% tied to Annual CEO Smart Goals •34% tied to a three-year relative TSR metric 33% time-based vesting over three years |

  26. 2023 Executive Compensation Highlights

    In designing our compensation program, the Compensation Committee sought to balance retention and motivation objectives by incorporating a mix of performance-vesting equity and long-term time-vesting equity, based on a balanced scorecard, which we believe when achieved will lead to our success over the long term. The important features of our executive compensation program for 2023 included the following: •A substantial portion of executive pay is tied to performance. We structure a significant portion of our NEOs’ compensation to be variable (at risk) based on achievement of rigorous performance metrics and targets. For 2023, 69% of our CEO’s total target compensation and an average of 51% of our other NEOs’ total target compensation was at risk. The charts above reflect 2023 annual base salaries, 2023 quarterly performance cash bonuses (at risk), time-based RSUs and PSUs (at risk), as reported in the Summary Compensation Table. The charts do not include “All Other Compensation,” as reported in the Summary Compensation Table, because such amounts were less than 1% for each NEO’s aggregate compensation for 2023. The charts above also do not include Mr. McNeil as he was no longer serving as an executive officer at the end of 2023. •67% of the equity awards were performance-based awards. In 2023, we awarded equity in the form of time-based RSUs and PSUs under our Performance Shares Program (“PSP”) for 2023 (the “2023 PSP”), with each NEO receiving 67% of the aggregate target value of their equity awards in the form of PSUs and 33% of such value in the form of time-based RSUs. Equity awards were an integral part of our executive compensation program, and along with the rigorous goals set in our annual cash bonus program, comprised the primary “at-risk” portion of our NEOs’ compensation package. ◦We replaced the one-year PSU award based on individual goals with a three-year TSR PSU award. In response to investor feedback, we eliminated the PSU award based on individual goals that was eligible to vest after one year and granted instead a three-year PSU award based on TSR relative to other companies in the S&P 500 measured over the three fiscal year period from the start of 2023 through the end of 2025 (“Relative TSR”). •Cash bonuses were dependent on meeting rigorous corporate objectives. Our quarterly performance-based bonus opportunities for all of our NEOs were dependent upon achievement of quarterly corporate objectives and the performance of NEOs in meeting their own individual objectives, which were set to be aggressive and achievable, but only with significant effort. In 2023, under our bonus program (the “2023 Bonus Program”), our CEO received aggregate payouts equal to 60% of his target annual payout, and our other NEOs received aggregate payouts ranging from 53% to 64% of their target annual payouts, as further detailed below under “2023 Executive Compensation Program - 2023 Quarterly Performance Cash Bonus Program.”

  27. Compensation Philosophy and Objectives

    | Element of compensation | Objectives | Key features | | Base Salary (fixed cash) | Provides financial stability and security through a fixed amount of cash to attract and retain executives. | Fixed compensation that is periodically reviewed and adjusted based on a number of factors, including individual performance, our overall company performance and market data. | | Quarterly Performance Cash Bonus (at-risk cash) | Motivates and rewards through quarterly payments for attaining key corporate and individual performance goals linked to our key business objectives. | Target bonus amounts, calculated as a percentage of base salary, are periodically reviewed and determined based upon competitive bonus opportunities in our market. We award the annual bonus on a quarterly basis to incentivize and reward quarterly results that help achieve our long-term strategic goals. Bonus awards are dependent upon three components: (i) company performance objectives, (ii) company funding factor, and (iii) individual performance objectives. The Compensation Committee determines the bonus amount achieved each quarter as further described below. | | Long-Term Incentives (67% PSUs (at-risk equity) and 33% RSUs) | Motivates and rewards for our longer-term performance; aligns executives’ interests with stockholder interests in creating long-term value; and attracts and retains highly qualified executives. | Variable equity-based compensation, including: (i) PSU awards that vest based on achievement of specified corporate goals measured over a one-year period (33%), (ii) PSU awards tied to a three-year relative TSR metric (as described below) (34%), and (iii) time-based RSU awards that vest over three years based on continuous service (33%). |

  28. Compensation Program Governance

    | What we do | What we don’t do | | Pay for Performance philosophy with a majority of annual compensation at risk | No excise tax or other tax gross ups upon a change in control | | Stock Ownership Guidelines instituted with rigorous share ownership requirements | No perquisites or executive fringe benefits | | Double-trigger equity acceleration in connection with a change in control, requiring both a change in control and qualifying termination | No fixed term or evergreen employment agreements | | Independent executive compensation consultant retained | No guaranteed bonuses | | Annual assessment of risk and mitigation practices | | | Regular review of share utilization, dilution and cost | | | Robust engagement with stockholders on compensation and corporate governance | | | Clawback Policy established | |

  29. Factors Used in Determining Executive Compensation

    Factors Used in Determining Executive Compensation In evaluating our executive compensation policies and programs, as well as the short-term and long-term value of our executive compensation plans, we consider both the performance and skills of each of our NEOs, as well as the compensation paid to executives in similar companies with similar responsibilities. We focus on providing a competitive compensation package, which provides significant short- and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short- and long-term incentives to maximize stockholder value. We do not have any formal policies for allocating compensation among salary, bonus awards and equity grants. Instead, the Compensation Committee and Board set the compensation of our NEOs at levels they determine to be competitive and appropriate for each NEO, using the professional experience and judgment of Compensation Committee and Board members. However, in order to align the NEOs’ incentives with the interests of our stockholders and corporate goals, a significant portion of the NEOs’ total target compensation is comprised of performance-based quarterly bonus opportunities and long-term equity awards that vest based upon achievement of performance goals and also upon continuous service over time. In addition, our NEOs generally are awarded an initial new hire equity grant upon commencement of employment. We may also make equity grants to our NEOs in connection with promotions on a case-by-case basis. New hire and promotion equity grants are based primarily on competitive conditions applicable to each specific executive position. In making NEO compensation decisions, the Compensation Committee and Board generally take into consideration the following factors: •Our prior performance and existing business needs; •Each NEO’s individual performance, scope of job function and the criticality of the skill set of the NEO to our future performance; •Internal pay equity; •The need to attract new talent to our executive team and retain existing talent in a highly competitive industry; •A range of market data reference points, as described above under “Use of Competitive Market Compensation Data;” and •Recommendations from consultants on compensation policy determinations.

  30. Role of the Compensation Committee and the Board

    Role of the Compensation Committee and the Board The Compensation Committee is appointed by the Board to assist with the Board’s oversight of our compensation policies, plans and programs, administration of our equity plans and its responsibilities related to the compensation of our NEOs, directors and senior management, as appropriate. The Compensation Committee meets periodically throughout the year to manage and evaluate our executive compensation program and generally determines the principal components of compensation (base salary, quarterly performance bonuses and equity awards) for our NEOs on an annual basis; however, the Compensation Committee also approves performance cash bonus payments on a quarterly basis. The Compensation Committee may form and delegate authority to subcommittees as appropriate. However, the Compensation Committee does not delegate authority to approve NEO compensation. The Compensation Committee does not maintain a formal policy regarding the timing of granting equity awards to our NEOs, but typically does so during the beginning of the year.

  31. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. In July 2022, the Compensation Committee retained Compensia as its compensation consultant. Compensia was engaged to support a review of our approach to executive compensation with a focus on finalizing a methodology that would be responsive to investor input, be aligned with our internal culture and compensation objectives and be competitive with practices among comparable companies. The Compensation Committee assessed the independence of Compensia pursuant to SEC rules and concluded that no conflict of interest existed that would have prevented Compensia from serving as an independent consultant to the Compensation Committee.

  32. Use of Competitive Market Compensation Data

    Use of Competitive Market Compensation Data We strive to attract and retain the most highly qualified employees and NEOs in an extremely competitive market. Accordingly, the Compensation Committee believes it is important when making its compensation decisions to be informed as to the competitive market for executive talent, including the current practices of comparable public companies with which we compete for such talent. The Compensation Committee regularly reviews our peer group to determine if adjustments are necessary to ensure that the data derived from the group continues to represent current market practices. From time to time, the Compensation Committee will revise the peer group when it determines that additional or different peer companies or groups are necessary to provide appropriate information on market practices and compensation levels. For 2023, the Compensation Committee determined that no changes were necessary to the peer group, which consisted of the following companies:

  33. Use of Competitive Market Compensation Data

    | ADT, Inc. | Marvell Semiconductor, Inc. | Resideo Technologies, Inc. | | Alarm.com Holdings, Inc. | Microchip Technology Incorporated | Skyworks Solutions, Inc. | | ChargePoint Holdings, Inc. | Monolithic Power Systems, Inc. | SolarEdge Technologies, Inc. | | First Solar, Inc. | NextEra Energy Partners, LP | Sunrun, Inc. | | Generac Holdings, Inc. | ON Semiconductor Corporation | Synaptics Incorporated | | Keysight Technologies, Inc. | Plug Power, Inc. | Teradyne, Inc. | | Lennar Corporation | Qorvo, Inc. | Wolfspeed, Inc. (formerly Cree, Inc.) |

  34. Use of Competitive Market Compensation Data

    The criteria for the peer group focused on US-based publicly traded semiconductor, electrical component, and solar and home management companies with a market capitalization between $8.5 billion and $75.0 billion and revenues of $500.0 million to $4.2 billion. The Compensation Committee believes that the resulting peer group companies represented our talent labor market for key leadership positions. The Compensation Committee did not “benchmark” against a specific percentile of the compensation data derived from our 2023 peer group in setting the compensation of any of our NEOs. Rather, in making executive compensation decisions, the Compensation Committee reviewed compensation data from the 2023 peer group companies (referred to as the market data) as reference points (generally at the 25th, 50th and 75th percentiles of the market data). The Compensation Committee’s general aim was for total executive compensation to remain competitive with the market, with individual amounts varying as appropriate based on corporate and individual executive performance, and other factors that were deemed appropriate for consideration. Given that we continue to evolve and grow, the Compensation Committee has not developed a specific market positioning that it consistently aims for in setting compensation levels. Instead, the Compensation Committee determines each element of compensation, and total target cash and equity compensation, for each NEO based on various facts and circumstances appropriate for our company in any given year. Competitive market positioning is only one of several factors, as described above under “Factors Used in Determining Executive Compensation,” that the Compensation Committee considers in making compensation decisions, so individual NEO compensation may therefore fall at varying levels as compared to the market data.

  35. Base Salary

    Base Salary The Compensation Committee generally reviews our NEOs’ base salaries on an annual basis. The annual base salaries for our NEOs for 2023 are set forth in the chart below. The annual base salaries of our NEOs remained unchanged in 2023 (except for Ms. Yang who received an increase), as compared with 2022 levels, because the Compensation Committee determined that each NEO’s total compensation – comprised of salary, bonus and equity awards – remained competitive based on market data. The Compensation Committee increased Ms. Yang’s salary to better align with the market and in recognition of her performance and the criticality of her role. In addition, the Compensation Committee sought to tie a greater percentage of each NEO’s total compensation to rewarding performance, whether through bonus payments or performance-based equity awards based on the achievement of SMART Goals, as further described below.

  36. Performance Metrics — Annual and Quarterly CEO SMART GOALS

    Performance Metrics — Annual and Quarterly CEO SMART GOALS SMART goals are a core component of both our short-term quarterly cash bonus program and our equity incentive program. “SMART” goals are targets that are: specific, measurable, achievable, relevant and time based. At the beginning of each year, the Board approves the annual CEO goals (the “Annual CEO SMART Goals”) and the quarterly CEO goals (the “Quarterly CEO SMART Goals”). The 2023 Annual CEO SMART Goals and the Quarterly CEO SMART Goals (collectively, the “CEO Goals”) were designed to be aggressive and rigorous, but attainable with significant skill and effort. When the CEO Goals were defined in early January 2023, the Compensation Committee and the Board believed that the CEO Goals were substantially uncertain to be achieved. Both the 2023 Annual CEO SMART Goals and the Quarterly CEO SMART Goals were part of a balanced scorecard that covered ten categories: •Revenue growth; •Profit before taxes; •New products; •Innovation; •Operations and IT; •Quality; •Ease of doing business; •Human resources; •Marketing; and •M&A/ESG. In 2023, we added a specific goal related to ESG matters as the Board and the Compensation Committee believe this target can help Enphase achieve its long-term goals and help in value creation. The Annual CEO SMART Goals served as one of the components in determining the payout under the equity incentive compensation program, and the Quarterly CEO SMART Goals served as one of the factors in determining the payout under the quarterly cash bonus program, as further described below.

  37. 2023 Quarterly Performance Cash Bonus Program

    2023 Quarterly Performance Cash Bonus Program Each of our NEOs was eligible for quarterly performance bonuses under the 2023 Bonus Program. The 2023 Bonus Program was designed to align compensation with annual goals that were measured and paid quarterly, based upon Company and individual performance to better incentivize executives to achieve real-time goals, set on a quarterly basis. The Quarterly CEO SMART Goals were designed to drive revenue and gross margin growth and profitability, encourage accountability, drive execution of short-term priorities tied to long-term strategy and annual operating plan objectives, and to recognize and reward our NEOs based upon their achievement of certain individual objectives during a quarter. The Compensation Committee approved target bonus percentages for each NEO under the 2023 Bonus Program, which were unchanged from the 2022 calendar year (the “Bonus Percentage”). Such Bonus Percentages were consistent with our philosophy that a significant portion of each executive’s total target compensation should be tied to performance, and they reflected the Compensation Committee’s review of internal pay equity. The respective target bonus percentages for our NEOs were set as follows:

  38. 2023 Quarterly Performance Cash Bonus Program

    | Named Executive Officer | Bonus Target (% of base salary)(1) | | Badrinarayanan Kothandaraman | 100 | | Mandy Yang | 75 | | David Ranhoff | 75 | | Jeffrey McNeil(2) | 75 |

  39. 2023 Quarterly Performance Cash Bonus Program

    ________ 1Target numbers are annual and are payable in four quarterly installments based on performance of the goals. 2Mr. McNeil stepped down as our Executive Vice President and COO effective on March 31, 2023. Mr. McNeil’s bonus target as a percentage of his base salary was 75% at the time of his transition to Chief Advisor and was not changed. Mr. McNeil’s base salary level was reduced by 50% at the time of his transition to Chief Advisor. The Compensation Committee retained final discretion over and approved all payments under the 2023 Bonus Program on a quarterly basis. The Compensation Committee could, in its discretion, award all or a portion of earned 2023 bonuses to the NEOs and other employees in the form of fully vested RSUs. No bonuses were paid in the form of fully vested RSUs under the 2023 Bonus Program.

  40. 2023 Performance Cash Bonus — Actual Achievement by our NEOs

    2023 Performance Cash Bonus — Actual Achievement by our NEOs

  41. Actual 2023 Quarterly Performance Cash Bonuses Earned

    Actual 2023 Quarterly Performance Cash Bonuses Earned The Compensation Committee retained final discretion over and approved all quarterly bonus payments under the 2023 Bonus Program. As described above, the quarterly bonus payout for each NEO was determined by taking the NEO’s eligible salary on a quarterly basis, multiplied by his or her Bonus Percentage and multiplying that by the Company Performance Factor, the Funding Factor, and the Individual Performance Factor. For an example of how the quarterly cash bonus was calculated for the CEO in each quarter, please see the following table:

  42. Actual 2023 Quarterly Performance Cash Bonuses Earned

    | CEO Performance Cash Bonus | | | | | | Performance Cash Bonus Factors | Q1 Actual | Q2 Actual | Q3 Actual | Q4 Actual | | Quarterly bonus eligible at target ($) | $112,500 | $112,500 | $112,500 | 112,500 | | Company Performance Factor | 1.0 | 1.0 | 0.5 | — | | Funding Factor | 1.1 | 1.1 | 0.7 | — | | Individual Performance Factor | 1.0570 | 0.9197 | 0.7717 | 0.5569 | | Actual Bonus ($) | $126,718 | $112,778 | $31,254 | $— |

  43. Actual 2023 Quarterly Performance Cash Bonuses Earned

    Based on our quarterly achievement during 2023 and the individual performance of our NEOs each quarter, the Compensation Committee awarded our NEOs the quarterly bonuses shown in the chart below:

  44. Actual 2023 Quarterly Performance Cash Bonuses Earned

    | Named Executive Officer | 2023 Target Annual Bonus ($) | Q1 Actual Bonus ($) | Q2 Actual Bonus ($) | Q3 Actual Bonus ($) | Q4 Actual Bonus ($) | Aggregate 2023 Bonus ($) | Aggregate Bonus as % of Target | | Badrinarayanan Kothandaraman | 450,000 | 126,718 | 112,778 | 31,254 | — | 270,750 | 60.2 | | Mandy Yang | 275,625 | 76,339 | 78,946 | 21,418 | — | 176,703 | 64.1 | | David Ranhoff | 300,000 | 76,818 | 64,419 | 17,218 | — | 158,455 | 52.8 | | Jeffrey McNeil | 193,750 | 71,316 | 28,612 | 6,075 | — | 106,003 | 54.7 |

  45. Equity-Based Incentive Compensation

    Equity-Based Incentive Compensation The Compensation Committee awarded equity in 2023 in the form of time-based RSUs and PSUs under the 2023 PSP to reward top talent for performance and to incentivize their retention. In 2023, the Compensation Committee provided reasonable increases in the target value of annual equity awards for all NEOs, including our CEO, to reward them for exceptional financial performance in 2022. The 2023 PSP was designed to encourage our executive staff and other selected top talent, including our NEOs, to focus on initiatives that promoted the achievement of specified, forward-looking, annual goals that were critical to lay the foundation for our success over the longer term. Also, starting in 2023, the Compensation Committee replaced the PSU award based on annual individual goals with a PSU award that could be earned based on the achievement of relative TSR performance goals over a three-year performance period. The Compensation Committee allocated the equity award value under the 2023 PSP to PSUs and RSUs, as follows: •33% in the form of PSUs that vest based on the level of achievement of the Annual CEO SMART Goals; •34% in the form of PSUs that vest based on the level of achievement of the TSR of Enphase relative to the TSR performance of the S&P 500 over a three-year period; and •33% in the form of time-based RSUs subject to a three-year vesting schedule. The PSUs granted under the 2023 PSP based on the Annual CEO SMART Goals were eligible to vest on March 1, 2024 based on the level of achievement of the Annual CEO SMART Goals. If the Annual CEO SMART Goals were not met, then the PSUs would not have vested and would have been forfeited. In addition, achievement of the Annual CEO SMART Goals had no effect on and would not have accelerated the vesting of the time-based RSUs. The PSUs based on the Relative TSR target are eligible to vest on March 1, 2026, based our TSR performance relative to the TSR performance of the S&P 500, expressed as a percentage (rounded to the nearest 1/100 of 1%), measured between January 1, 2023 and December 31, 2025. The time-based RSUs granted under the 2023 PSP vest in three equal annual installments based on the NEO’s continuous service through each applicable vesting date. The Compensation Committee determined an aggregate target award size for the equity incentive award for each NEO in 2023 based on our internal equity budget for all grants in 2023, internal pay equity, and for all NEOs other than the CEO, the recommendations of the CEO. The Compensation Committee also determined the CEO’s aggregate target equity award size. As noted above, the Compensation Committee provided reasonable increases in the target value of annual equity awards for all NEOs, including our CEO, to reward them for exceptional financial performance in 2022. The Compensation Committee believed that this mix of time-based RSUs and PSUs for 2023 was appropriate to promote retention, motivate executives and align pay with performance and long-term stockholder value creation. Mr. McNeil was not a participant of the 2023 PSP.

  46. Time-Based RSUs Granted in 2023

    Time-Based RSUs Granted in 2023 As described above, in March 2023, the Compensation Committee approved the grants of the following RSUs to the NEOs, except as noted in the table below, which were eligible to vest based on continuous service over three years, with 1/3rd vesting on each of March 1, 2024, March 1, 2025 and March 1, 2026 as follows:

  47. Time-Based RSUs Granted in 2023

    | Named Executive Officer | Date of Grant | Number of Shares Underlying Time-Based RSUs | | Badrinarayanan Kothandaraman | 3/8/2023 | 26,400 | | Mandy Yang | 3/8/2023 | 8,580 | | David Ranhoff | Multiple dates1 | 48,150 | | Jeffrey McNeil | 4/21/2023 | 15,000 |

  48. Time-Based RSUs Granted in 2023

    ______ 1Mr. Ranhoff received a time-based award on March 8, 2023 of 4,950 RSUs and two time-based awards on July 21, 2023 of 13,200 RSUs and 30,000 RSUs. Mr. McNeil stepped down as an executive officer of Enphase as of March 31, 2023, and, accordingly, he did not participate in the 2023 PSP. Mr. McNeil received a time-based award of 15,000 RSUs in April 2023 in connection with his transition to the role of Chief Advisor. This award vests annually over two years, with 50% eligible to vest on April 17, 2024 and 50% eligible to vest on April 17, 2025, subject to his continuous service on each applicable vesting date. In March 2023, the Compensation Committee initially awarded Mr. Ranhoff 4,950 RSUs under the 2023 PSP because he had previously announced his intention to retire and transition to a smaller role at the end of June 2023. However, given that Mr. Ranhoff was critical to our success and his overall importance to our long-term growth, the Board and the Compensation Committee made efforts to retain Mr. Ranhoff in his capacity as CCO. As an incentive to have Mr. Ranhoff continue in his role as CCO, and considering the number of shares awarded to other executives in 2022 and 2023, the Compensation Committee awarded Mr. Ranhoff additional awards of 13,200 time-based RSUs, which vest annually over three years, under the 2023 PSP, and 30,000 RSUs, which vest quarterly over two years, subject to his continuous service on each applicable vesting date.

  49. PSUs Tied to Annual CEO SMART Goals

    PSUs Tied to Annual CEO SMART Goals PSUs based upon the achievement of Annual CEO SMART Goals were eligible to vest on March 1, 2024, measured over the period starting January 1, 2023 and ending December 31, 2023, subject to continuous service through March 1, 2024, as follows: •0% vested if the goals score, including stretch goals, was less than 65; •50% vested if the goals score, including stretch goals, was at least 65 but less than 80; •100% vested if the goals score, including stretch goals, was at least 80 but less than 100; and •150% vested if the goals score, including stretch goals, was 100 or more. The table below summarizes the target number of Annual CEO SMART Goal PSUs awarded to each NEO (other than Mr. McNeil, who, as noted above, did not participate in the 2023 PSP and did not receive any PSUs in 2023).

  50. PSUs Tied to Annual CEO SMART Goals

    | Named Executive Officer | Date of Grant | Number of Shares Underlying PSUs (Initially granted at target) | Number of Shares Underlying PSUs (at Maximum) | | Badrinarayanan Kothandaraman | 3/8/2023 | 26,400 | 39,600 | | Mandy Yang | 3/8/2023 | 8,580 | 12,870 | | David Ranhoff(1) | 3/8/2023 and 7/21/2023 | 18,150 | 27,225 |

  51. PSUs Tied to Annual CEO SMART Goals

    ______ 1Mr. Ranhoff was initially granted an award of 4,950 Annual CEO SMART GOAL PSUs under the 2023 PSP in March 2023. However, as noted above, as an incentive to have Mr. Ranhoff stay on as CCO, the Compensation Committee awarded him an additional 13,200 Annual CEO SMART GOAL PSUs under the 2023 PSP in July 2023.

  52. PSUs tied to Relative TSR

    PSUs tied to Relative TSR In 2023, the Compensation Committee eliminated the individual goals PSUs and replaced it with a three-year Relative TSR award. The Compensation Committee believes that this type of award is an objective and meaningful metric to evaluate our performance against the performance of other large companies in the S&P 500 and better aligns the interests of our NEOs with the interests of our stockholders in creating long-term value. The Compensation Committee believes that a three-year TSR award is a substantial, at-risk component of our NEOs’ compensation tied to our long-term performance. The number of PSUs that vest, if any, depends entirely on Relative TSR for the applicable performance period. To earn the target number of PSUs, we must achieve above-median performance at the 55th percentile of the S&P 500. We measure Relative TSR for the applicable performance period based on the change in each company’s stock price during the applicable performance period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock. We use a 10-trading-day averaging period to determine the beginning and ending stock price to calculate our TSR and that of each company in the S&P 500. This averaging period mitigates the impact of one-day or short-term stock price fluctuations at the beginning or end of the performance period on the long-term Relative TSR results. For each company, the change in stock price from the beginning to the end of the performance period is divided by the beginning stock price to determine TSR. The TSR award is eligible to vest on March 1, 2026, measured over the period starting January 1, 2023 and ending December 31, 2025. Subject to the terms of the applicable award agreements, between zero and 200% of the target number of the TSR award will vest on March 1, 2026, depending on our Relative TSR percentile ranking for the performance period and provided the NEO remains in continuous service through that date, as follows:

  53. PSUs tied to Relative TSR

    | Relative TSR Percentile v. S&P 500 Companies | TSR PSUs Vesting as a Percentage of Target | | 85th Percentile or above | 200% | | 55th Percentile | 100% | | Below the 25th Percentile | —% |

  54. PSUs tied to Relative TSR

    If our TSR for the performance period is negative, the number of PSUs that vest will be capped at 100% of the target regardless of our percentile ranking. If our Relative TSR percentile ranking is above the 25th percentile and between the other levels shown in the table above, the portion of the PSUs that vest will be linearly interpolated between the two nearest vesting percentages. The table below summarizes the target number of TSR PSUs awarded to each NEO (other than Mr. McNeil, who, as noted above, did not participate in the 2023 PSP and did not receive any PSUs in 2023).

  55. PSUs tied to Relative TSR

    | Named Executive Officer | Date of Grant | Number of Shares Underlying PSUs (Initially granted at target) | Number of Shares Underlying PSUs (at Maximum) | | Badrinarayanan Kothandaraman | 3/8/2023 | 27,200 | 54,400 | | Mandy Yang | 3/8/2023 | 8,840 | 17,680 | | David Ranhoff | 3/8/2023 and 7/21/2023 | 18,700 | 37,400 |

  56. PSUs tied to Relative TSR

    1Mr. Ranhoff was initially granted an award of 5,100 TSR PSUs under the 2023 PSP in March 2023. However, as noted above, as an incentive to have Mr. Ranhoff stay on as CCO, the Compensation Committee awarded him an additional 13,600 TSR PSUs under the 2023 PSP in July 2023.

  57. Payout of 2023 PSUs

    Payout of 2023 PSUs On January 25, 2024, the Compensation Committee approved the vesting and settlement of PSUs eligible to vest on March 1, 2024. Accordingly, each NEO’s PSUs were paid out as follows:

  58. Payout of 2023 PSUs

    | Named Executive Officer | Number of Shares Paid out for CEO Goals Performance (at Target) | Number of Shares Paid out for TSR Award (at Target)(1) | Total Number of Shares Actually Paid out for 2023 Performance(2) | | Badrinarayanan Kothandaraman | 13,200 | N/A | 13,200 | | Mandy Yang | 4,290 | N/A | 4,290 | | David Ranhoff | 9,075 | N/A | 9,075 |

  59. Payout of 2023 PSUs

    ________ 1Relative TSR award is not eligible to vest until March 1, 2026. 2Represents number of underlying PSUs actually received based on achievement of the 2023 Annual Smart CEO SMART Goals as described above. The Compensation Committee determined the achievement of the performance factors on January 25, 2024. As described above, our NEOs were awarded PSUs based on the level of achievement of the 2023 Annual CEO SMART Goals at 50% of target.

  60. Employment Offer Letters and Severance and Change in Control Benefits

    Employment Offer Letters and Severance and Change in Control Benefits We have entered into offer letter agreements with each of our NEOs upon their initial commencement of employment with us. Each of our NEOs is employed at will and may be terminated at any time for any reason. Each of our NEOs is a participant in our Severance and Change in Control Benefit Plan (the “Severance Plan”), under which our NEOs are eligible to receive severance payments and benefits upon a termination of employment without “cause” or the resignation by a participant for “good reason” or upon such a termination in connection a change in control transaction. The adoption of the Severance Plan reflects our desire to have a consistent set of benefits across the executive team. The Compensation Committee considers these severance benefits critical to attracting and retaining high-caliber executives. Additionally, the Compensation Committee believes that additional change-in-control severance benefits minimize the distractions to an executive in connection with a corporate transaction and reduce the risk that an NEO departs our Company before a transaction is completed. We believe that the Severance Plan allows our NEOs to focus on continuing normal business operations and, in the case of change-in-control benefits, on the success of a potential business combination, rather than worry about how business decisions that may be in our best interest will impact their own financial security. The Compensation Committee periodically reviews the severance and change in control payments and benefits that we provide, including by reference to market data as appropriate, to ensure they remain appropriately structured and at reasonable levels. A more detailed description of the employment offer letters, the Severance Plan and each of our NEO’s payment and benefit levels thereunder and other severance and change in control payments and benefits is provided below under the section titled “Employment Contracts and Termination of Employment and Change of Control Arrangements.”

  61. Equity Awards and Grant Administration

    Equity Awards and Grant Administration The Board has designated the Compensation Committee as the administrator of our 2021 Equity Incentive Plan (the “2021 Plan”). The Compensation Committee, among other things, selects award recipients under the 2021 Plan, approves the form of grant agreements, determines the terms and restrictions applicable to the equity awards and adopts sub-plans for particular locations, if and as required. In accordance with the 2021 Plan, the Compensation Committee has delegated to our CEO the authority to approve a capped number of routine equity grants to new hires and consultants. Equity awards approved by the CEO are granted on or about the 15th (or first trading day thereafter) of each month. Because we believe equity awards are an important part of our compensation program, we also grant equity awards on an annual basis to eligible employees, including our NEOs. The Compensation Committee generally approves these annual equity grants in the first quarter of each year for the NEOs and certain other key employees, and in the third quarter of each year for all other eligible employees. In addition, the Compensation Committee may consider additional grants to key employees for retention purposes on an ad hoc basis. We did not make any awards of stock options in 2023.

  62. Analysis of Risks Presented by Our Compensation Policies and Programs

    Analysis of Risks Presented by Our Compensation Policies and Programs The Compensation Committee has reviewed our compensation policies and practices, in consultation with outside counsel, to assess whether they encourage employees to take inappropriate risks. After reviewing and assessing our compensation philosophy, terms and practices, including the mix of fixed and variable, short- and long-term incentives and overall pay, incentive plan structures, and the checks and balances built into, and oversight of, each plan and practice, the Compensation Committee determined that any risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on our Company as a whole. The Compensation Committee believes that the mix and design of the elements of executive compensation do not encourage management to assume excessive risks; rather, it believes the mix of short-term compensation (in the form of salary and quarterly bonuses, if any, which are based on a variety of performance factors) and long-term compensation (in the form of stock options or RSU grants) prevents undue focus on short-term results and helps align the interests of our NEOs with the interests of our stockholders. In addition, our insider trading policy and prohibition against hedging and pledging of our stock protects against short-term decision making by our NEOs, directors and others identified as covered insiders under our insider trading policy. The Compensation Committee intends to conduct an annual review of our compensation-related risk profile to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on us.

  63. Summary Compensation Table

    Summary Compensation Table The following table and footnotes show information regarding the total compensation of each NEO for 2023, 2022 and 2021.

  64. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | Badrinarayanan Kothandaraman President and CEO | 2023 | 450,000 | — | 18,804,672 | 270,750 | 2,112 | 19,527,534 | | | 2022 | 450,000 | — | 15,611,200 | 564,665 | 2,112 | 16,627,977 | | | 2021 | 450,000 | — | 18,311,000 | 256,050 | 2,112 | 19,019,162 | | Mandy Yang EVP and CFO(3) | 2023 | 363,125 | — | 6,111,519 | 176,703 | 4,920 | 6,656,267 | | | 2022 | 350,000 | | 11,245,240 | 391,921 | 3,420 | 11,990,581 | | David Ranhoff EVP and CCO | 2023 | 400,000 | — | 15,765,197 | 158,455 | 7,608 | 16,331,260 | | | 2022 | 400,000 | — | 6,244,480 | 387,787 | 6,108 | 7,038,375 | | | 2021 | 400,000 | — | 7,324,400 | 203,735 | 6,108 | 7,934,243 | | Jeffrey McNeil Chief Advisor and Former EVP and COO(4) | 2023 | 258,333 | — | 3,354,150 | 106,003 | 5,863 | 3,724,349 | | | 2022 | 400,000 | — | 7,805,600 | 403,707 | 4,644 | 8,613,951 | | | 2021 | 379,065 | — | 9,155,500 | 167,113 | 4,710 | 9,706,388 |

  65. Summary Compensation Table

    ________ 1The dollar amounts in this column represent the aggregate grant date fair value of time-based RSU awards and PSU awards granted for the years indicated calculated in accordance with ASC 718, disregarding the estimate for forfeitures. For a discussion of the valuation methodology used, see Note 16, “Stock-Based Compensation” of the notes to consolidated financial statements included in Item 8 of our Annual Report on Form 10‑K for the year ended December 31, 2023, as filed with the SEC on February 9, 2024. Assuming that maximum performance is achieved, the value of the PSU awards subject to 2023 Annual CEO SMART Goals at the date of grant would have been as follows: Mr. Kothandaraman - $8,645,076; Ms. Yang- $2,809,650; and Mr. Ranhoff - $5,135,056. Mr. McNeil did not receive any PSU awards in 2023. With respect to the 2023 Annual CEO SMART Goal PSUs, grant date fair values, as computed in accordance with ASC 718 and presented in the table above and below under “2023 Grants of Plan Based Awards” are based upon the then probable outcome of the performance condition. The amounts reported in this column do not necessarily correspond to the actual value that may be realized from the awards by the NEOs. 2The amounts in this column for 2023, consist of $1,560 cell phone allowance for each of our NEOs and $3,000 in matching 401(k) contributions for each of our NEOs (except for Mr. Kothandaraman, who did not participate in the 401(k) plan), and group term life insurance payments for each NEO as follows: Mr. Kothandaraman - $552; Ms. Yang - $360; Mr. Ranhoff - $3,048; and Mr. McNeil - $1,303. 3Ms. Yang’s base salary was increased from $350,000 to $367,500 effective as of April 1, 2023. 4Mr. McNeil stepped down as an executive officer effective as of March 31, 2023 and now serves as Chief Advisor. His base salary was reduced from $400,000 to $200,000 effective as of April 17, 2023.

  66. Grants of Plan-Based Awards - 2023

    Grants of Plan-Based Awards - 2023 The following table shows information regarding the incentive awards granted to our NEOs for 2023.

  67. Grants of Plan-Based Awards - 2023

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Named Executive Officer | Grant Date | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Badrinarayanan Kothandaraman | 3/8/2023 | — | — | — | — | — | 26,400(4) | 5,763,384 | | | 3/8/2023 | — | — | 13,200 | 26,400 | 39,600 | —(5) | 5,763,384 | | | 3/8/2023 | — | — | — | 27,200 | 54,400 | —(6) | 7,277,904 | | | | 450,000 | 810,000 | — | — | — | — | — | | Mandy Yang | 3/8/2023 | — | — | — | — | — | 8,580(4) | 1,873,100 | | | 3/8/2023 | — | — | 4,290 | 8,580 | 12,870 | —(5) | 1,873,100 | | | 3/8/2023 | — | — | — | 8,840 | 17,680 | —(6) | 2,365,319 | | | | 275,625 | 496,125 | — | — | — | — | — | | David Ranhoff | 3/8/2023 | — | — | — | — | — | 4,950(4) | 1,080,635 | | | 3/8/2023 | — | — | 2,475 | 4,950 | 7,425 | —(5) | 1,080,635 | | | 3/8/2023 | — | — | — | 5,100 | 10,200 | —(6) | 1,364,607 | | | 7/21/2023 | — | — | — | — | — | 30,000(7) | 5,324,400 | | | 7/21/2023 | — | — | — | — | — | 13,200(4) | 2,342,736 | | | 7/21/2023 | — | — | 6,600 | 13,200 | 19,800 | —(5) | 2,342,736 | | | 7/21/2023 | — | — | — | 13,600 | 27,200 | —(6) | 2,229,448 | | | | 300,000 | 540,000 | — | — | — | — | — | | Jeffrey McNeil | 4/21/2023 | — | — | — | — | — | 15,000(8) | 3,354,150 | | | | 193,750 | 348,750 | — | — | — | — | — |

  68. Grants of Plan-Based Awards - 2023

    ________ 1This column sets forth the target and maximum amount of each NEO’s annual performance-based bonus for the fiscal year ended December 31, 2023 under our quarterly cash performance-based bonus plan. Accordingly, the amounts set forth in this column do not represent actual compensation earned by our NEOs for the fiscal year ended December 31, 2023. The performance-based bonus is determined by multiplying the NEO’s base salary by (a) the applicable Bonus Percentage, (b) the Company Performance Factor (0 to 1.0x), (c) the Funding Factor (0 to 1.5x), and (d) the Individual Performance Factor (0 to 1.2x), for an overall maximum payout equal to 1.8 times target. For the actual quarterly performance-based bonuses paid to our NEOs for the fiscal year ended December 31, 2023, please refer to the “Summary Compensation Table” above. For a further discussion of the bonus program, please refer to the section entitled “Compensation Discussion and Analysis - 2023 Quarterly Performance Cash Bonus Program.” 2These columns set forth the threshold, target and maximum number of PSUs that could be earned by our NEOs pursuant to awards made under the 2023 PSP, as further described in footnotes 5 and 6 below. For additional details regarding the 2023 PSP, please refer to the section entitled “Compensation Discussion and Analysis - Equity-Based Incentive Compensation.” 3Amounts represent the grant date fair value of each stock award granted in 2023. In accordance with ASC 718, the grant date fair value per share subject to (i) each time-based vesting RSU and the at target number of PSUs that could be earned based on achievement of the 2023 Annual CEO SMART Goals is computed based on the closing price of our common stock as reported on the Nasdaq Global Market on the applicable grant date, and (ii) the PSUs that could be earned based on achievement of the relative TSR goals is computed based on the estimated fair value per share using a Monte Carlo simulation ($267.57 as of the March 8, 2023 grant date and $163.93 as of the July 21, 2023 grant date, as applicable). See Note 16, “Stock-Based Compensation” of the notes to consolidated financial statements included in Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 9, 2024, regarding assumptions underlying the valuation of stock awards and the calculation method. The grant date fair value computed in accordance with ASC 718 represents the amount we expect to expense for accounting purposes over the award's vesting schedule, and not the actual value that will be realized by the NEOs to the extent the awards vest. In addition to the level of performance achieved, the realized value of the PSUs earned will be determined by the price of our stock on the date any shares are issued at the end of the performance period, which may be more or less than the grant date fair value. 4The shares subject to the RSU award vest over a three-year period, with 1/3rd of the RSUs vesting on each of March 1, 2024, March 1, 2025 and March 1, 2026. 5The shares subject to the PSU award vest upon achievement of the 2023 Annual CEO SMART Goals and were eligible to vest on March 1, 2024. For a further discussion of these PSUs, please refer to the section entitled “Compensation Discussion and Analysis - Equity-Based Incentive Compensation.” Based on the achievement of the performance criteria related to the performance of the 2023 Annual CEO SMART Goals during 2023, 50% of the PSUs vested on March 1, 2024. 6The shares subject to the PSU award are eligible to vest on March 1, 2026 depending on the three-year TSR performance of Enphase relative to S&P 500 companies. For a further discussion of these PSUs, please refer to the section entitled “Compensation Discussion and Analysis - Equity-Based Incentive Compensation.” 7The shares subject to the RSU award vest over a two-year period, with 1/8th of the RSUs vesting on November 10, 2023 and 1/8th quarterly thereafter. 8The shares subject to the RSU award vest over a two-year period, with 1/2 of the RSUs vesting on April 17, 2024 and 1/2 vesting on April 17, 2025.

  69. Outstanding Equity Awards — at December 31, 2023

    Outstanding Equity Awards — at December 31, 2023 The following table shows information regarding the outstanding equity awards held by each of our NEOs as of December 31, 2023.

  70. Outstanding Equity Awards — at December 31, 2023

    | | Option Awards | | | Stock Awards | | | | | Named Executive Officer | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($/Share) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1)(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1)(2) ($) | | Badrinarayanan Kothandaraman | 557,660(3) | 1.29 | 9/12/24 | — | — | — | — | | | — | — | — | 16,000(4) | 2,114,240 | — | — | | | — | — | — | 26,400(5) | 3,488,496 | — | — | | | — | — | — | — | — | 26,400(6) | 3,488,496 | | | — | — | — | — | — | 27,200(7) | 3,594,208 | | Mandy Yang | — | — | — | 5,200(4) | 687,128 | — | — | | | — | — | — | 8,580(5) | 1,133,761 | — | — | | | — | — | — | 22,500(8) | 2,973,150 | — | — | | | — | — | — | — | — | 8,580(6) | 1,133,761 | | | — | — | — | — | — | 8,840(7) | 1,168,118 | | David Ranhoff | — | — | — | 6,400(4) | 845,696 | — | — | | | — | — | — | 4,950(5) | 654,093 | — | — | | | — | — | — | 13,200(5) | 1,744,248 | — | — | | | — | — | — | 26,250(9) | 3,468,675 | — | — | | | — | — | — | — | — | 4,950(6) | 654,093 | | | — | — | — | — | — | 13,200(6) | 1,744,249 | | | — | — | — | — | — | 5,100(7) | 673,914 | | | — | — | — | — | — | 13,600(7) | 1,797,104 | | Jeffrey McNeil | — | — | — | 8,000(4) | 1,057,120 | — | — | | | — | — | — | 15,000(10) | 1,982,100 | — | — |

  71. Outstanding Equity Awards — at December 31, 2023

    ________ 1Vesting of each stock award is contingent upon the NEO’s continued service, except as may be accelerated on certain events described below under “Employment Contracts and Termination of Employment and Change of Control Arrangements.” 2The dollar amounts in this column represent the market value of the shares underlying the RSUs is based on the closing price of our common stock of $132.14 on December 29, 2023, the last trading day in 2023. 3The stock options are fully vested. 4The shares subject to the RSU award vest over a two-year period, with 1/2 of the RSUs vesting on each of March 1, 2023 and March 1, 2024. 5The shares subject to the RSU award vest over a three-year period, with 1/3rd of the RSUs vesting on each of March 1, 2024, March 1, 2025 and March 1, 2026. 6The shares subject to the PSU award vest upon achievement of the 2023 Annual CEO SMART Goals and were eligible to vest on March 1, 2024. further discussion of these PSUs, please refer to the section entitled “Compensation Discussion and Analysis - Equity-Based Incentive Compensation.” Based on the achievement of the performance criteria related to the performance of 2023 Annual CEO SMART Goals during 2023, 50% of the PSUs vested on March 1, 2024. 7The shares subject the PSU award are eligible to vest on March 1, 2026 depending on the 3-year TSR performance of Enphase relative to S&P 500 companies. This number represents the number of shares that can be earned at 100% of target. For a further discussion of these PSUs, please refer to the section entitled “Compensation Discussion and Analysis - Equity-Based Incentive Compensation.” 8The shares subject to the RSU award vest over a four-year period, with 1/4th of the RSUs vesting on February 15, 2023; and thereafter, 1/16th of the RSU shares vesting quarterly. 9The shares subject to the RSU award vest over a two-year period, with 1/8th of the RSUs vesting on November 10, 2023 and 1/8th of the RSU shares vesting quarterly thereafter. 10The shares subject to the RSU award vest over a two-year period, with 1/2 of the RSUs vesting on April 17, 2024 and 1/2 vesting on April 17, 2025.

  72. Option Exercises and Stock Vested — 2023

    Option Exercises and Stock Vested — 2023 The following table shows information regarding the exercise of options and vesting of stock awards during 2023 of previously granted awards to our NEOs.

  73. Option Exercises and Stock Vested — 2023

    | | Option Awards | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Badrinarayanan Kothandaraman | 77,000 | 12,502,490 | 16,000 | 3,284,320 | | | 150,000 | 16,015,500 | 32,000 | 6,568,640 | | | 150,000 | 11,838,000 | 16,000 | 3,284,320 | | | — | — | 20,000 | 4,105,400 | | Mandy Yang | — | — | 10,400 | 2,214,680 | | | — | — | 7,800 | 1,661,010 | | | — | — | 5,200 | 1,107,340 | | | — | — | 2,500 | 257,525 | | | — | — | 10,000 | 2,102,200 | | | — | — | 2,500 | 436,450 | | | — | — | 6,000 | 1,277,700 | | | — | — | 2,500 | 300,575 | | David Ranhoff | — | — | 6,400 | 1,362,880 | | | — | — | 12,800 | 2,725,760 | | | — | — | 6,400 | 1,362,880 | | | — | — | 3,750 | 292,425 | | | — | — | 8,000 | 1,703,600 | | Jeffrey McNeil | — | — | 16,000 | 3,407,200 | | | — | — | 8,000 | 1,703,600 | | | — | — | 10,000 | 2,129,500 | | | — | — | 8,000 | 1,703,600 |

  74. Option Exercises and Stock Vested — 2023

    ________ 1The amount shown for value realized on exercise of stock options equals (i) the number of shares of our common stock to which the exercise of the stock option related, multiplied by (ii) the difference between the per-share market price of the shares on the date of exercise and the per-share exercise price of the option. If the stock acquired upon exercise was sold on the day of exercise, the market price was determined as the actual sales price of the stock. If the stock acquired upon exercise was not sold on the day of exercise, the market price was determined as the closing price of the stock on the Nasdaq Stock Market on the exercise date. 2Represents the vesting of RSUs and PSUs. 3The value realized is based on the closing price of our common stock on the vesting date as reported on the Nasdaq Stock Market multiplied by the number of RSUs and PSUs vested, less the par value of the stock issued.

  75. Calculation of Potential Payments upon Termination or Change in Control

    Calculation of Potential Payments upon Termination or Change in Control The following table presents our estimate of the benefits payable to the named executive officers under the agreements and plans described above in connection with certain terminations of their employment with us and/or a change in control. In calculating the amount of any potential payments to the NEOs, we have assumed the following: •The applicable triggering event (i.e., qualifying termination of employment and/or change in control) occurred on December 31, 2023. Mr. McNeil is not included in the table below as he was not eligible for any potential payments upon a termination or change in control occurring as of that date. •The price per share of our common stock is equal to the Nasdaq Stock Market closing price per share of $132.14 on December 29, 2023, which was the last trading day in 2023. •We do not survive the change in control, and all outstanding incentive awards (and corresponding outstanding dividend equivalents for time-based RSUs and PSUs) are cashed out and terminated in the transaction. •Not included in the table below are payments each NEO earned or accrued prior to termination, such as previously vested equity and non-equity incentive awards, which are more fully described and quantified in the tables and narratives above.

  76. Calculation of Potential Payments upon Termination or Change in Control

    | Named Executive Officer | Compensation Element | Change in Control-With Termination Without Cause or For Good Reason ($)(1) | Involuntary Termination Without Cause or For Good Reason No Change in Control ($)(2) | | Badrinarayanan Kothandaraman | Cash Severance | 900,000 | 900,000 | | | Restricted Stock Unit Acceleration(3) | 5,602,736 | 1,400,684 | | | Performance Stock Unit Acceleration(4) | 7,082,704 | 1,770,676 | | | Continuation of Benefits(5) | 25,419 | 25,419 | | Mandy Yang | Cash Severance | 482,344 | 321,563 | | | Restricted Stock Unit Acceleration(3) | 4,794,039 | — | | | Performance Stock Unit Acceleration(4) | 2,301,879 | — | | | Continuation of Benefits(5) | 25,167 | 16,778 | | David Ranhoff | Cash Severance | 700,000 | 700,000 | | | Restricted Stock Unit Acceleration(3) | 6,712,712 | 1,678,178 | | | Performance Stock Unit Acceleration(4) | 4,869,359 | 1,217,340 | | | Continuation of Benefits(5) | 33,555 | 33,555 |

  77. Calculation of Potential Payments upon Termination or Change in Control

    1The amounts shown represent the estimated value of the severance benefits payable under the Severance Plan (and the estimated value of equity acceleration under our stock incentive plans for awards not covered under the Severance Plan) in the event of a qualifying termination of employment in connection with a change in control, as such benefits are described more fully above. 2The amounts shown represent the estimated value of the severance benefits payable under the Severance Plan in the event of a termination of employment by us without cause or for Good Reason, as such benefits are described more fully above. 3The amounts shown represent the portion of the RSU award that would have accelerated in connection with the termination event and are based on the intrinsic value of that portion as of December 31, 2023. These intrinsic values were calculated by multiplying (i) $132.14, the Nasdaq Stock Market closing price of a share of our common stock on December 29, 2023, the last trading day in fiscal 2023, by (ii) the number of stock units that would have vested on an accelerated basis on December 31, 2023. 4The amounts shown represent the target number of PSUs that would have accelerated in connection with the termination event and are based on the intrinsic value of those units as of December 31, 2023. These intrinsic values were calculated by multiplying (i) $132.14, the Nasdaq Stock Market closing price of a share of our common stock on December 29, 2023, the last trading day in 2023, by (ii) the target number of PSUs that would have vested on an accelerated basis on December 31, 2023. 5For purposes of the calculation for these amounts, expected costs have not been adjusted for any actuarial assumptions related to mortality, likelihood that the executive will find other employment, or discount rates for determining present value.

  78. CEO Pay Ratio

    CEO Pay Ratio Under rules adopted pursuant to the Dodd-Frank Act, we are required to calculate and disclose the annual total compensation paid to our median employee, as well as the ratio of the annual total compensation paid to the median employee as compared to the annual total compensation paid to our CEO (the “CEO Pay Ratio”). To identify our median employee, we calculated the annual target total direct compensation for 2023 of each employee as of December 31, 2023. We identified the median compensated employee among an employee population of approximately 1,002 U.S. employees and 2,148 international employees. We did not exclude any employees whether pursuant to the de minimis exemption for foreign employees or any other permitted exclusion. For these purposes, annual target total direct compensation included each employee’s (a) base salary or base wages, (b) target cash incentive bonus opportunity and (c) the grant date fair value of equity awards. We selected this “consistently applied compensation measure,” because it reflects our primary compensation elements across our employee population. All amounts were annualized for regular full-time employees who did not work for the entire year of 2023. We did not apply any cost-of-living adjustment as part of the calculation. Further, in identifying the median employee, we converted compensation amounts paid in foreign currencies based on the applicable year-to-date average exchange rate as of December 31, 2023. As a result, we substituted an employee near the median whose compensation was viewed as more representative of our median employee. In accordance with the rules set forth in Item 402(u) of Regulation S-K promulgated under the Exchange Act, we calculated the median employee’s annual total compensation in the same manner as the calculation of the CEO’s annual total compensation in the Summary Compensation Table. Our median employee’s annual total compensation for 2023 was $64,379. Our CEO’s annual total compensation for 2023, as reported in the Summary Compensation Table, was $19,527,534. Therefore, our CEO Pay Ratio for 2023 was approximately 303:1. This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Neither the Compensation Committee nor management of the company used the CEO Pay Ratio measure in making compensation decisions.

  79. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (or “CAP,” as defined by SEC rules and further described below) and certain Company financial performance metrics.

  80. Pay Versus Performance

    | Year | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(3) | Average Compensation Actually Paid to Non-CEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ in millions) | Net Revenue ($ in millions) | | | | | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | | | | 2023 | 19,527,534 | 2,544,470 | 8,903,959 | 903,495 | 506 | 173 | 438.9 | 2,290.8 | | 2022 | 16,627,977 | 22,990,176 | 8,146,540 | 9,419,711 | 1,014 | 237 | 397.4 | 2,330.9 | | 2021 | 19,019,162 | 13,787,093 | 9,443,797 | 9,339,538 | 700 | 250 | 145.4 | 1,382.0 | | 2020 | 5,238,605 | 90,491,915 | 2,406,866 | 41,805,393 | 672 | 334 | 134.0 | 774.4 |

  81. Pay Versus Performance

    ________ 1The dollar amounts reported in this column are the amounts of total compensation reported for our CEO, Badri Kothandaraman in the Summary Compensation Table for fiscal years 2023, 2022, 2021 and 2020. Mr. Kothandaraman served as CEO for each of the years presented. 2“Compensation actually paid” to our CEO in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in this column of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. For information regarding the decisions made by the Compensation Committee in regards to the CEO’s compensation for each fiscal year, please see the Compensation Discussion and Analysis section of the proxy statements reporting pay for the fiscal years covered in the table above. 3The dollar amounts reported in this column are the average amounts of total compensation reported for our NEOs as a group, other than our CEO in the Summary Compensation Table for the applicable fiscal years. The names of the NEOs (excluding our CEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023 Ms. Yang, Mr. Ranhoff and Mr. McNeil; (ii) for 2022 Ms. Yang, Mr. Branderiz, Mr. McNeil and Mr. Ranhoff; and (iii) for 2021 and 2020 Mr. Branderiz, Mr. McNeil and Mr. Ranhoff. 4Average “compensation actually paid” for our non-CEO NEOs in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in this column of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in the table above do not reflect the actual amount of compensation earned by or paid to our non-CEO NEOs during the applicable year. For information regarding the decisions made by the Compensation Committee in regards to the non-CEO NEOs’ compensation for each fiscal year, please the Compensation Discussion and Analysis section of the proxy statements reporting pay for the fiscal years covered in the table above. Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. PSU grant date fair values are calculated using the stock price as of date of grant assuming target performance. Adjustments have been made using the performance modifier as of year end and as of the date of vest. Time-based restricted stock unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year end and as of each date of vest. The valuation assumptions used to calculate fair values did not materially differ from those disclosed as of the grant date of the equity awards. 5For the relevant fiscal year, represents our TSR for the measurement periods ended on December 31 of 2023, 2022, 2021 and 2020 respectively. An investment of $100 is assumed to have been made in our common stock on December 31, 2019 all dividends were reinvested, and the performance of the investment is tracked through December 31, 2023. The information shown is historical, and stockholder returns over the indicated period should not be considered indicative of future stockholder returns or future performance. 6Represents comparison of cumulative TSR for our common stock and cumulative TSR for the Invesco Solar ETF for the period from December 31, 2019 to December 31, 2023. An investment of $100 is assumed to have been made in our common stock and in each index on December 31, 2019, all dividends were reinvested, and the relative performance of the investments are tracked through December 31, 2023. The information shown is historical and stockholder returns over the indicated period should not be considered indicative of future stockholder returns or future performance. To calculate the amounts in the “Compensation Actually Paid to CEO” column in the table above for 2023, the following amounts were deducted from and added to (as applicable) the “Total” compensation of CEO, as reported in the Summary Compensation Table for 2023:

  82. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for CEO ($) | Reported Value of Equity Awards for CEO ($)(1) | Equity Award Adjustments for CEO ($)(2) | Reported Change in the Actuarial Present Value of Pension Benefits for CEO ($)(3) | Pension Benefit Adjustments for CEO ($)(3) | Compensation Actually Paid to CEO ($) | | 2023 | 19,527,534 | (18,804,672) | 1,821,608 | — | — | 2,544,470 |

  83. Pay Versus Performance

    1Represents the grant date fair value of the equity awards to our CEO, as reported in the “Stock Awards” column in the Summary Compensation Table for 2023. 2Represents the year-over-year change in the fair value of equity awards to our CEO, as itemized in the table below. No awards vested in the year they were granted and there is no value to report for dividends or other earnings on stock awards in the applicable year prior to the vesting date that were not otherwise reflected in the fair value of such awards.

  84. Pay Versus Performance

    | Fair Value of Equity Awards for CEO | 2023 ($) | | As of year-end for awards granted during the year | 8,960,688 | | Year-over-year increase (decrease) of unvested awards granted in prior years | (2,125,120) | | Increase (decrease) from prior fiscal year-end for awards that vested during the year | (5,013,960) | | Total Equity Award Adjustment | $1,821,608 |

  85. Pay Versus Performance

    3No pension benefit plans are offered by Enphase. To calculate the amounts in the “Average Compensation Actually Paid to Non-CEO NEOs” column in the table above for 2023, the following amounts were deducted from and added to (as applicable) the average of the “Total” compensation of our non-CEO named executive officers, as reported in the Summary Compensation Table for 2023:

  86. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-CEO NEOs ($) | Average Reported Value of Equity Awards for Non-CEO NEOs ($)(1) | Average Equity Award Adjustments for Non-CEO NEOs ($)(2) | Average Reported Change in the Actuarial Present Value of Pension Benefits for Non-CEO NEOs ($)(3) | Average Pension Benefit Adjustments for Non-CEO NEOs ($)(3) | Average Compensation Actually Paid to Non-CEO NEOs ($) | | 2023 | 8,903,959 | (8,410,289) | 409,825 | — | — | 903,495 |

  87. Pay Versus Performance

    _____ 1Represents the average grant date fair value of the equity awards to our non-CEO NEOs, as reported in the “Stock Awards” column in the Summary Compensation Table for 2023. 2Represents the average year-over-year change in the fair value of equity awards to our non-CEO NEOs, as itemized in the table below. No awards vested in the year they were granted, and there is no value to report for dividends or other earnings on stock awards in the applicable year prior to the vesting date that were not otherwise reflected in the fair value of such awards.

  88. Pay Versus Performance

    | Average Fair Value of Equity Awards for Non-CEO NEOs | 2023 ($) | | As of year-end for awards granted during the year | 4,841,157 | | Year-over-year increase (decrease) of unvested awards granted in prior years | (1,863,907) | | Increase (decrease) from prior fiscal year-end for awards that vested during the year | (2,567,425) | | Total Average Equity Award Adjustment | $409,825 |

  89. Pay Versus Performance

    3No pension benefit plans are offered by Enphase.