DEF 14A of Sunrun Inc., Apr 29, 2024

DEF 14A of Sunrun Inc.

Filed Apr 29, 2024 · FY20230001469367-24-000082

Open on EDGAR

  1. Nominees for Director

    Nominees for Director

  2. Nominees for Director

    | | Ms. August-deWilde has served as a member of our Board since January 2016. Ms. August-deWilde also serves on the board of directors of Eventbrite Inc., a self-service ticketing and registration company, as well as a number of privately held companies and not-for-profits, including Tipping Point Community and the San Francisco Accelerator Housing Fund. Ms. August-deWilde previously served as a board member until 2023 and executive of First Republic Bank where she was President from 2007-2015. She holds a B.A. from Goucher College and an M.B.A. from Stanford Graduate School of Business. Ms. August-deWilde was selected to serve on our Board because of her extensive executive and risk management experience, as well as her experience in the consumer-facing financial industry. | | Katherine August-deWilde | | | Director | |

  3. Nominees for Director

    | | Sonita Lontoh has served as a member of our Board since June 2021. From 2018 to 2022, she served as the Global CMO of Personalization, 3D Printing & Digital Manufacturing at HP Inc., a global technology company. Prior to HP, Ms. Lontoh served as a senior executive at Siemens AG, a global leader in automation and digitalization solutions, and at Trilliant, a global provider of IoT solutions. Earlier in her career, Ms. Lontoh served at PG&E, one of the largest energy providers in the United States. Ms. Lontoh currently serves as an independent director of publicly-traded TrueBlue Inc., a global workforce solutions company, and on the advisory board of the Jacobs Institute for Design Innovation at the University of California Berkeley. Ms. Lontoh serves on the NACD Blue Ribbon Commission on board culture and on the NACD/WEF/CGI Climate Advisory Council. She is also NACD-Directorship Certified, NACD-Climate Governance Certified, Digital Directors Network-Cybersecurity Certified, and has completed the Stanford Directors College. Ms. Lontoh was inducted into the Asian Hall of Fame, the Women in Manufacturing Hall of Fame, and was a mentor for the US Department of State's TechWomen program. She has also been named as one of the Top 30 AAPI Board Directors by Board Prospect, the Directors to Watch by Directors & Board magazine, and the Most Influential Women in Business by San Francisco Business Times. Ms. Lontoh earned her B.S. in industrial engineering & operations research from the University of California Berkeley, her master's in engineering in supply chain & logistics from the Massachusetts Institute of Technology (MIT), and her MBA in strategy & marketing from the Northwestern's Kellogg School of Management. Ms. Lontoh was selected to serve on our Board because of her extensive experience and knowledge of the energy industry, digital transformations, marketing, growth, and new business models. | | Sonita Lontoh | | | Director | |

  4. Nominees for Director

    | Sunrun Inc. — 2024 Proxy Statement | 9 |

  5. Nominees for Director

    | | Mr. Risk has served as a member of our Board since February 2014. Since March 2013, Mr. Risk has served as Vice Chairman at Asurion, LLC, a provider of device insurance, warranty and support services for cell phones, consumer electronics and home appliances. He previously served in other leadership roles at Asurion, including as its President from May 2009 to March 2013 and its Chief Financial Officer from February 1999 to May 2009, where his responsibilities included oversight of risk management. Mr. Risk currently spends his time as an educator and investor. He is a partner at TTCER Partners, an investment firm. Mr. Risk is also a Lecturer at the Stanford Graduate School of Business and serves on the board of directors of a number of privately held companies. Mr. Risk holds a Bachelor of Commerce from Queen’s University and an M.B.A. from the Stanford Graduate School of Business. Mr. Risk was selected to serve on our Board because of his extensive executive and risk management experience, as well as his experience as an operator and investor building emerging growth businesses. | | Gerald Risk | | | Director | |

  6. Continuing Directors

    Continuing Directors

  7. Continuing Directors

    | | Ms. Jurich, Co-Executive Chair of Sunrun, is one of our co-founders and has served as a member of our Board since the company’s inception. Before transitioning to her current role of Co-Executive Chair in August 2021, Ms. Jurich served as Sunrun’s Chief Executive Officer for seven years. Ms. Jurich served as our Co-Chief Executive Officer from October 2012 to March 2014, our President from January 2009 to October 2012, and our Executive Vice President of Sales and Marketing from 2007 to January 2009. In 2023, Ms. Jurich became the co-founder of FLI MD and the Female Longevity Institute, a women’s health program designed to boost vitality and empower women to bring their full strength to the world. From July 2002 to July 2005, Ms. Jurich served as an associate at Summit Partners, a private equity firm. Ms. Jurich serves on the board of directors of privately held Generate Capital, Inc. and the advisory board of Stanford Graduate School of Business. She is also a lecturer at Stanford Graduate School of Business. Ms. Jurich holds a B.S. in Science, Technology, and Society from Stanford University and an M.B.A. from the Stanford Graduate School of Business. Ms. Jurich was selected to serve on our Board because of the perspective and extensive experience she brings as one of our co-founders and as one of our largest stockholders. | | Lynn Jurich | | | Co-Executive Chair & Director | |

  8. Continuing Directors

    | Sunrun Inc. — 2024 Proxy Statement | 10 |

  9. Continuing Directors

    | | Mr. Ferber has served as a member of our Board since February 2018. In January 2023, Mr. Ferber became an advisor to General Atlantic, a leading global growth investing firm. Previously, he served as the Chief Executive Officer of Jackson Hewitt Tax Services, a provider of tax preparation services, from January 2017 until July 2020 and continues to serve as a member of its board of directors. Prior to joining Jackson Hewitt, Mr. Ferber was President-Residential at ADT, the largest home security company, from 2013 until 2016. He also previously held the role of Senior Vice President and Chief Customer Officer for ADT. Since 2023, Mr. Ferber has also served on the Board of Flint Group, a home services company. His other experience includes holding several executive leadership positions at US Cellular, a telecommunications company, from 2001 until 2012 including serving as Executive Vice President and Chief Operating Officer, Chief Strategy and Brand Officer. Mr. Ferber received a B.A. in economics from the University of Michigan, and an M.B.A. with a concentration in finance and marketing from Northwestern University’s Kellogg Graduate School of Management. Mr. Ferber has received a Compensation Committee corporate governance certification from Harvard Business School. Mr. Ferber was selected to serve on our Board because of his extensive operations knowledge and business experience, as well as his broad knowledge of consumer-facing industries. | | Alan Ferber | | | Lead Independent Director | |

  10. Continuing Directors

    | | Ms. Talreja has served as a member of our Board since January 2022. From June 2020 to October 2023, Ms. Talreja served as Senior Vice President and Chief Customer Officer of PagerDuty, Inc., a cloud computing company specializing in a SaaS (Software-as-a-service) incident response platform. From March 2016 until June 2020, Ms. Talreja served as Senior Vice President of the Customer Success Group at Salesforce.com, Inc., a customer relationship management SaaS platform company. Ms. Talreja served in several senior leadership roles from 1993 to 2015 at Cisco Systems, Inc., a networking, cloud, and security solutions provider, including Vice President, Sales-Cisco Partnerships, and Vice President of Cisco Consulting Services. Ms. Talreja has been recognized as an industry leader, including being named one of the “2020 Top 50 Women in Technology” by the National Diversity Council. She holds a B.S. in Information Technology from Santa Clara University, and a B.S. in Economics from Delhi University, India. Ms. Talreja was selected to serve on our Board because of her extensive customer experience and operations knowledge and business experience. | | Manjula Talreja | | | Director | |

  11. Continuing Directors

    | Sunrun Inc. — 2024 Proxy Statement | 11 |

  12. Continuing Directors

    | | Mr. Dach has served as a member of our Board since May 2016, and previously from June 2013 to July 2014. Mr. Dach brings more than 25 years of experience running major business and strategic initiatives across the public, private and civil sectors, including leading corporate affairs and sustainability at Walmart Stores Inc. from 2006 to 2013. Mr. Dach served as senior counselor to the Secretary of the U.S. Department of Health & Human Services from 2014 to 2016. Prior to that, Mr. Dach served as Executive Vice President of corporate affairs for Walmart and was a member of the company’s executive council and executive finance committee. Mr. Dach has served on numerous boards including the Environmental Defense Fund, World Resources Institute, United Negro College Fund, the Yale University Council and the National Audubon Society. Mr. Dach holds a B.S. in Biology from Yale University and an M.P.A. from Harvard University. Mr. Dach was selected to serve on our Board because of his extensive business experience in both the public and private sector and his prior experience with the Company. | | Leslie Dach | | | Director | |

  13. Continuing Directors

    | | Mr. Fenster, Co-Executive Chair of Sunrun, is one of our co-founders and has served as a member of our Board since the company’s inception. Mr. Fenster was appointed Executive Chairman in March 2014 and previously served as our Chief Executive Officer from June 2008 to October 2012, and as our Co-Chief Executive Officer from October 2012 to March 2014. From May 2003 to June 2005, Mr. Fenster served as Director of Corporate Development at Asurion, LLC, provider of device insurance, warranty and support services for cell phones, consumer electronics and home appliances. From July 1999 to May 2003, Mr. Fenster worked at The Blackstone Group, a private equity firm. Mr. Fenster holds a B.A. in economics from Johns Hopkins University and an M.B.A. from the Stanford Graduate School of Business. Mr. Fenster was selected to serve on our Board because of the perspective and extensive experience he brings as one of our co-founders and as one of our largest stockholders. | | Edward Fenster | | | Co-Executive Chair & Director | |

  14. Continuing Directors

    | Sunrun Inc. — 2024 Proxy Statement | 12 |

  15. Continuing Directors

    | | Ms. Powell has served as our Chief Executive Officer since August 2021 and as a member of our Board since 2018. From 2008 to 2019, Ms. Powell served as the President and Chief Executive Officer of Green Mountain Power Corporation (“GMP”), an electric services company that serves 75 percent of the State of Vermont’s residential and business customers. At GMP, Ms. Powell successfully executed strategies to drive increased customer satisfaction and growth, delivered on an ambitious energy vision to provide low-carbon, low-cost and highly reliable power to Vermonters, and positioned the company as a leading energy transformation business. Ms. Powell’s previous roles at GMP include serving as Senior Vice President and Chief Operations Officer from 2001 to 2008, and as Senior Vice President of Customer and Organizational Development from 1999 to 2001. Ms. Powell is nationally recognized for her work disrupting the energy sector and has received numerous industry awards, including being named Utility Dive’s 2019 Executive of the Year and one of Fast Company’s 100 Most Creative People in Business in 2016. Prior to joining GMP in 1998, Ms. Powell held executive roles within the banking industry, and served in state government. Ms. Powell currently serves on the board of directors of CGI Inc., a global IT and business consulting services firm. From 2019 to 2021, Ms. Powell served on the board of Hawaiian Electric Industries Inc., the largest utility in Hawaii, and from 2019 to 2023, on the board of Energir, one of the largest energy companies in Québec and the northeastern United States. She has also served on the boards of a number of other privately held companies and nonprofits. Ms. Powell also chaired the board of Climate Change Crisis Real Impact | Acquisition Corporation, a former special-purpose acquisition corporation that combined with EVgo Services, and enabled the fast charging network for electric vehicles to become a publicly listed company from 2020 to 2021. Ms. Powell holds an Associate’s degree from Keene State College. Ms. Powell was selected to serve on our Board because of her extensive experience and deep knowledge of the energy and utility industry. | | Mary Powell | | | CEO & Director | |

  16. Director Compensation

    Director Compensation Director Cash Compensation We have a non-employee director pay policy pursuant to which our unaffiliated, non-employee directors are eligible to receive equity awards and annual cash compensation for service on our Board and committees of our Board. Meridian, the Compensation Committee’s independent consultant, regularly advises the Committee on the market competitiveness of our non-employee director compensation. After considering Meridian’s market analysis and other relevant factors in July 2023, the Committee approved an amended and restated non-employee director pay policy such that our non-employee directors receive the following cash compensation for their services, with relevant increases noted below: •$70,000 (an increase of $10,000) per year for service as a Board member; •$35,000 (an increase of $10,000) per year for service as the Lead Independent Director; •$25,000 per year for service as chair of the Audit Committee; •$20,000 (an increase of $3,000) per year for service as chair of the Compensation Committee; •$17,000 per year for service as chair of the Nominating, Governance, and Sustainability Committee; •$12,500 per year for service as a non-chairperson member of the Audit Committee; •$9,000 per year for service as a non-chairperson member of the Compensation Committee; and •$9,000 per year for services as a non-chairperson member of the Nominating, Governance, and Sustainability Committee. All cash payments to non-employee directors are paid quarterly and newly hired directors receive a pro-rata cash fee. In addition, in the event that the Board or an applicable Board committee holds more than six meetings in a given calendar year, each eligible non‐employee director receives a per meeting fee of $1,000 for each subsequent meeting. However, no meeting fees are paid for the first six meetings of the year and the number of Board and committee meetings are not aggregated. Director Equity Compensation Under our non-employee director pay policy, each non-employee director who is serving on January 1st of an applicable fiscal year will receive an annual restricted stock unit (“RSU”) award on such date, or the next trading day if January 1st is not a trading date, with the number of shares subject to the RSU award determined based on a specified dollar value and the closing trading price of our stock on the date of grant. Newly appointed or elected non-employee directors receive on the date of their initial appointment or election a prorated RSU grant their first year of service, with the number of shares subject to the RSU award determined in proportion to the length of active service expected to be provided by such non-employee director during his or her first fiscal year of service. These RSU awards vest 100% on January 1st the year following the date of grant, subject to the non-employee directors’ continued service on our Board

  17. Director Compensation

    | Sunrun Inc. — 2024 Proxy Statement | 30 |

  18. Director Compensation

    through the vesting date. Our amended and restated non-employee director pay policy was amended to enable us to maintain alignment of our director equity compensation with our peer group as stock prices fluctuate. Under the amended policy, in 2023, our non-employee directors were each granted an annual RSU award having a value of $170,000 (or the applicable prorated value), as determined on the applicable date of grant, and the value of the annual RSU award increased to $180,000 beginning in 2024. Stock Ownership Guidelines for Non-Employee Directors Our Board adopted stock ownership guidelines for Non-Employee Directors (“SOGs for Non-Employee Directors”) in 2021 to further align their interests with the interests of the Company’s stockholders. Under the SOGs for Non-Employee Directors, our directors are expected to accumulate and hold a minimum number of shares of the Company’s common stock. Our SOGs for Non-Employee Directors provide that each non-employee director is expected to accumulate and hold an amount of qualifying Sunrun equity securities equal to the lesser of the value of five times the annual cash retainer for Non-Employee Directors or a fixed number of shares having a value equal to five times his or her annual retainer on the date of adoption of the guidelines (July 29, 2021). As of the end of 2023, all of our non-employee directors were in compliance with our SOGs for Non-Employee Directors. Director Compensation for Fiscal Year 2023 The following table sets forth a summary of the compensation received by our non-employee directors during our fiscal year ended December 31, 2023:

  19. Director Compensation

    | Non-Employee Director(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | Total ($) | | Katherine August-deWilde(3) | 89,375 | 136,574 | 225,949 | | Leslie Dach(3) | 92,125 | 136,574 | 228,699 | | Alan Ferber(3) | 80,500 | 136,574 | 217,074 | | Sonita Lontoh(3) | 84,000 | 136,574 | 220,574 | | Gerald Risk(3) | 115,000 | 136,574 | 251,574 | | Manjula Talreja(3) | 75,000 | 136,574 | 211,574 |

  20. Director Compensation

    The following table sets forth a summary of the compensation received by our employee director who is not a named executive officer during our fiscal year ended December 31, 2023:

  21. Director Compensation

    | Co-Executive Chair/Employee Director(4) | Salary ($) | Bonus ($) | Stock Awards ($) | Total ($) | | Lynn Jurich(5) | 275,000 | 0 | 0 | 275,000 |

  22. Director Compensation

    (1)During our fiscal year ended December 31, 2023, Ms. Powell and Mr. Fenster were employees of the Company and did not receive additional compensation for their service as directors while they were employees. See the section titled “Executive Compensation” for additional information about the compensation paid to Ms. Powell and Mr. Fenster. (2)The amounts reported in this column represent the grant date fair value of the stock awards granted to the non-employee directors during 2023 as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 — Stock Compensation (“ASC 718”). The assumptions used in calculating the grant date fair value of the stock awards reported are set forth in Note 2 of our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023. The number of RSUs granted is determined based on the closing price of our common stock during the thirty days prior to the date of grant. Note that the amounts reported in the column reflect the accounting cost for these stock awards, and do not correspond to the actual economic value that may be received by the non-employee directors from the stock awards.

  23. Director Compensation

    | Sunrun Inc. — 2024 Proxy Statement | 31 |

  24. Director Compensation

    (3)Equity incentive awards outstanding as of December 31, 2023 for each non-employee director were as follows: (i) Ms. August-deWilde held 5,839 shares issuable pursuant to restricted stock units (“RSUs”) which fully vested on January 1, 2024, (ii) Mr. Dach held 5,839 shares issuable pursuant to RSUs which fully vested on January 1, 2024, (iii) Mr. Ferber held 5,839 shares issuable pursuant to RSUs which fully vested on January 1, 2024, (iv) Ms. Lontoh held 5,839 shares issuable pursuant to RSUs which fully vested on January 1, 2024, (v) Mr. Risk held 5,839 shares issuable pursuant to RSUs which fully vested on January 1, 2024 and 120,000 fully vested stock options, and (vi) Ms. Talreja held shares issuable pursuant to RSUs which fully vested on January 1, 2024. (4)Ms. Jurich transitioned from a full-time employee as our Chief Executive Officer to a part-time employee as our Co-Executive Chair, effective August 31, 2021. As a part-time employee, she did not receive additional compensation for her service as a director. (5)Equity incentive awards outstanding as of December 31, 2023 for Ms. Jurich were 68,640 shares issuable pursuant to RSUs and PSUs which will be fully vested on March 6, 2026 and 1,060,334 stock options of which 52,309 shares are not yet vested and will be fully vested on March 6, 2026. During our fiscal year ended December 31, 2023, Ms. Jurich was a part-time employee of the Company and did not receive additional compensation for her service as a director while she was an employee.

  25. Director Compensation

    | Sunrun Inc. — 2024 Proxy Statement | 32 |

  26. Director Compensation

    Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Exchange Act, our stockholders are entitled to vote to approve, on an advisory basis, the compensation of our named executive officers (“NEOs”) as disclosed in this proxy statement in accordance with SEC rules. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our NEOs’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific NEO, but rather the overall compensation of all of our NEOs and the philosophy, policies and practices described in this proxy statement. The compensation of our NEOs is disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narrative disclosure contained in this proxy statement. As discussed in these disclosures, we believe that our compensation policies and decisions are based on principles that reflect a “pay-for-performance” philosophy and are strongly aligned with our stockholders’ interests and consistent with current market practices. Compensation of our NEOs is designed to enable us to attract and retain talented and experienced executives to lead us successfully in a competitive environment. Accordingly, our Board is asking our stockholders to indicate their support for the compensation of our NEOs, as described in this proxy statement, by casting a non-binding advisory vote “FOR” the following resolution: “RESOLVED, that the stockholders of Sunrun Inc. (the “Company”) approve, on an advisory basis, the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Securities and Exchange Commission Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables, narrative disclosures, and other related disclosure.”

  27. Compensation Discussion and Analysis

    | Executive Summary – 2023 Financial and Business Highlights | 35 | Our NEOs for 2023 are listed below: | | Executive Compensation Philosophy and Objectives | 38 | | | Pay-for-Performance and Stockholder Alignment | 40 | Mary Powell | | Compensation Policy Design | 43 | Chief Executive Officer and Director | | Compensation Setting Process | 43 | Paul Dickson | | Consideration of Say-on-Pay Vote and Stockholder Feedback | 44 | Chief Revenue Officer and President | | Role of Management | 44 | Danny Abajian | | Role of Compensation Consultant | 44 | Chief Financial Officer | | Executive Compensation Peer Group | 45 | Jeanna Steele | | Elements of Our Executive Compensation Program | 45 | Chief Legal Officer and Chief People Officer | | Base Salary | 45 | Edward Fenster | | 2023 Annual Bonus Incentive Plan | 46 | | | Equity Awards | 46 | Co-Executive Chair and Director(1) | | 2024 Compensation Philosophy | 55 | (1) Mr. Fenster transitioned from his position as a full-time employee of the Company to part-time employment status and ceased to be an “executive officer” as defined in the Exchange Act, effective March 1, 2023. | | Benefits Programs and Perquisites | 56 | | | Severance and Change in Control Benefits | 56 | | | Other Compensation Policies | 58 | | | Tax and Accounting Considerations | 59 | | | Compensation Governance | 59 | | | Compensation Committee Report | 60 | |

  28. Executive Compensation Philosophy and Objectives

    Executive Compensation Philosophy and Objectives We operate in a highly competitive and rapidly evolving market, and we compete for talent with companies in our industry as well as adjacent industries. Due, in part, to the diverse nature of our executives’ responsibilities, the market for skilled personnel is very competitive, and we recruit heavily across a broad array of industries that include but are not limited to: residential solar, retail sales, consumer technology, business-to-business technology, consumer finance, investment banking, residential construction, and providers of renewable energy from alternative sources. Our ability to compete and succeed in this environment is directly correlated to our ability to recruit, incentivize, and retain talented executives. Our compensation philosophy is rooted in feedback from our stockholders and is intended to attract and reward talented individuals who possess the skills necessary to expand our business and assist in the achievement of our other strategic goals and thereby create long-term value for our stockholders. Highlights of Key 2023 Compensation-Related Decisions In 2023, we implemented several changes to our compensation structure aimed at continuing to align executive compensation with stockholder interests and bolstering our commitment to performance-driven rewards: •We discontinued the practice of issuing stock options, opting instead for a blend of Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”). •PSUs comprised 25% of our annual equity grant distribution. •We instituted a variety of performance metrics, including PSUs tied to relative Total Shareholder Return (the “Relative TSR PSUs”) and the achievement of a predefined threshold for Net Earning Assets per diluted share. •In our annual bonus incentive plan, we added an additional ESG-related metric, in the form of a component related to employee safety. 2023 Annual Compensation Cycle In 2023, our Compensation Committee reviewed and assessed our compensation philosophy, which is intended to promote Sunrun’s core values and our stockholders’ key priorities. Following this review, they agreed that base salary, target bonus opportunities, and annual long-term incentive grant values would continue to reference a competitive range of the 50th percentile of our established peer group. The Company does not use a formulaic approach to establish executive pay levels and instead references various factors and inputs, as further discussed below in the section titled “Compensation Setting Process.” Our Compensation Committee also determined it was in the Company’s and its stockholders’ best interest to place an increased emphasis on long-term performance-based equity incentives and granted two performance-based awards to each of our NEOs (excluding Mr. Fenster who ceased to be an “executive officer” under Rule 3b-7 of the Exchange Act, effective March 1, 2023) as further described below in the “PSU Awards” section. Our Responsiveness to Stockholder Feedback: Stockholder Vision Alignment PSU Additionally, in response to extensive stockholder feedback following our 2023 annual stockholder meeting, our Compensation Committee developed and granted an additional one-time long-term performance-based award, in August 2023, in order to further align executives with our stockholders and to motivate our NEOs to achieve certain long-term performance and operational goals, named the Stockholder Vision Alignment PSUs, and as further described below in the “PSU Awards” section. Our Compensation Philosophy Our Compensation Committee believes that the combination of a great work environment, meaningful equity ownership that aligns the interests of our executive employees with our stockholders, and competitive pay and benefits support a winning team, company, and workplace. Key elements of our compensation philosophy include the following: •Emphasis on Performance-Based Compensation: Through our executive compensation structure, we continue to emphasize at-risk, performance-based cash and long-term equity incentives to ensure that the compensation for our NEOs is aligned with the interests of our stockholders and focused on sustained stockholder value creation. The Compensation Committee establishes at-risk cash and equity incentives with performance targets that will support the execution of our business strategy. In 2023, more than 88% of our executives’ target total compensation was at-

  29. Executive Compensation Philosophy and Objectives

    risk and performance-based, up from 86% in 2022, and in 2023, when including the Stockholder Vision Alignment PSUs, that figure increased to more than 93% of our executives’ target total compensation. •Ownership Focus: We believe our executives should have a significant share in the ownership of Sunrun, which best aligns the interests of our executives with our stockholders and ensures appropriate incentives are in place to promote a focus on our long-term strategic and financial goals. As a result, equity compensation represents a larger part of total target compensation for our executives than their target cash compensation. In any particular year, the ratio of awarded equity-based compensation to total compensation may vary because the Compensation Committee considers various factors in awarding equity, including the amount of unvested equity remaining for each individual executive, the potential compensation that would be realized by the executives for their equity after modeling different potential future stock prices and the vesting of their unvested awards, and the dilutive impact to our stockholders of granting new equity awards to our executives. The Compensation Committee adopted stock ownership guidelines (“SOGs”) to further align the interests of the Company’s executives with the interests of the Company’s stockholders. Under the SOGs, our executives are expected to accumulate and hold a minimum number of shares of the Company’s common stock. •Flexible and Fair: Our compensation structure is intended to provide fair rewards for each of our executive’s contributions to the Company's performance and creation of long-term stockholder value. We seek to provide target total direct compensation (which includes the components of base salary, annual bonus incentive, and equity) that is market competitive, and to provide parity and consistency in the compensation provided to our executives while at the same time retaining the flexibility needed to recruit and retain executive talent and adhere to our budgets. •At-Risk Weighted: We heavily weight our executives’ total compensation to at-risk pay. We believe focusing heavily on at-risk pay for our executives helps to properly focus our executives’ decisions, resources, and commitment to enterprise imperatives that advance the goals of the organization. Data in the charts above includes target total direct compensation (base salary, target bonus, RSU, and PSU grants) for our NEOs and excludes the Stockholder Vision Alignment PSU awards since we do not view these PSU awards as part of our CEO’s or other NEOs’ annual target equity as they were a one-time exceptional award grant in response to stockholder engagement. All other NEO data represents averages for each component, but excludes Mr. Fenster as he transitioned to a part-time role as Co-Executive Chair and ceased to be an “executive officer” as defined in the Exchange Act, effective March 1, 2023. Objectives: Consistent with our compensation philosophy, the primary objectives of our executive compensation programs are to: •Provide competitive compensation to recruit, retain, and motivate top executive talent to achieve our short and long-term performance goals;

  30. Pay-for-Performance and Stockholder Alignment

    Pay-for-Performance and Stockholder Alignment Our executive compensation program delivers pay that is aligned with actual performance and is structured such that performance directly impacts the realizable pay of our NEOs. Because a significant portion of our executive compensation is long-term, “at-risk” equity-based compensation, the dollar amounts reported for our NEOs in the Summary Compensation Table are not the same as their estimated realizable equity compensation. Estimated realizable equity compensation is intended to offer a more transparent view of the value of our NEOs’ compensation as if it was actually earned as of December 31, 2023 with a stock price assumption of $10 stock price (which is reflective of approximate recent stock prices as of the filing date) and actual or estimated PSU performance as December 31, 2023. For example, the analysis below assumes the Relative Total Shareholder Return PSU was achieved at 68% as this is the actual performance as of December 31, 2023. Total Target Equity Compensation is calculated as follows: This calculation makes estimates about the value of certain awards, but the actual value can significantly change based on performance results before the awards are paid out. As a result, realizable equity compensation is not compensation actually received in each respective year and amounts remain subject to change based on fluctuations in our stock price before RSU and PSU awards are settled. As shown above, Ms. Powell’s realizable equity compensation for fiscal years 2022 and 2023 is well below the target value (68% of the target value was not realized), demonstrating the “at-risk” nature of a substantial portion of her pay due to the strong correlation of compensation opportunities with Sunrun’s performance. During this period, our stock price declined by 45% and several performance-

  31. Compensation Policy Design

    Compensation Policy Design In 2023, we granted our NEOs a combination of performance-based vesting restricted stock units (“PSUs”) and time-based vesting RSUs. We believe the combination of PSUs and RSUs aligns the interests of our executives with our stockholders and provides a focus on creating long-term stockholder value through predominantly multi-year vesting schedules. The RSUs also help us manage dilution of investors and provide our executive officers some stability in the value of their compensation while still incentivizing significant stockholder returns. The PSUs allow us to further align our executive officers with specific business goals and create additional incentives to meet or exceed these goals, and to align their interests with those of our stockholders. For instance, the Compensation Committee granted the Relative Total Shareholder Return PSUs and Net Earning Assets per Diluted Share PSUs in April 2023, and, pursuant to extensive feedback from our expansive stockholder engagement campaign, the Stockholder Vision Alignment PSUs in August 2023, to each of our NEOs to further align our executive compensation structure with key stockholder priorities, as further discussed below in the “PSU Awards” section. The Compensation Committee believes that the combination of these equity awards serve as an effective motivation and retention tool for our executive officers, because unvested awards are generally forfeited if an executive officer voluntarily leaves us before the awards have vested. To maintain a competitive compensation program, we provide our NEOs base salaries that are intended to provide a stable level of fixed compensation for performance of their day-to-day responsibilities. The NEOs are also eligible to participate in the annual performance bonus incentive that is intended to incentivize achievement of our short-term performance goals.

  32. Compensation Setting Process

    Compensation Setting Process Pursuant to its charter and in accordance with applicable Nasdaq listing standards, our Compensation Committee is responsible for reviewing, evaluating, and approving the compensation arrangements of our executive officers and for establishing and maintaining our executive compensation policies and practices. Our Compensation Committee seeks input and receives recommendations from its independent compensation consultant as well as members of our executive management team when discussing the performance and compensation of other executive officers, and in determining the financial and accounting implications of our compensation programs and hiring decisions. The Compensation Committee is authorized to engage its own independent advisors to provide advice on matters related to executive compensation and general compensation programs, and for 2023, worked with Meridian as its independent compensation consultant. For additional information on the Compensation Committee, see “Committees of the Board of Directors – Compensation Committee” elsewhere in this proxy statement. The initial compensation arrangements with our executive officers, other than our Chief Executive Officer and Co-Executive Chairs, were the result of arm’s-length negotiations between us and each individual executive officer at the time of his or her hire or appointment. In 2023, the Compensation Committee considered numerous factors in determining base salary levels, target bonus opportunities and equity grants to our NEOs. The Compensation Committee reviewed the performance of our executive officers, taking into consideration financial, operational, customer, strategic, product, and competitive factors, as well as the succession planning and retention objectives for our various executive officer positions. Additionally, following our 2023 annual meeting of stockholders, the Compensation Committee responded to feedback from an engagement campaign by designing the Stockholder Vision Alignment PSU, which aims to strategically align our executive compensation incentives with key stockholder priorities, as further described below in the “—Equity Awards – PSU Awards – Stockholder Vision Alignment PSUs” section. The Compensation Committee also referenced relevant market data results from our benchmarking peer group and custom cut data from the Aon Radford Global Survey for our NEOs that is prepared by the Compensation Committee’s independent consultant. The custom cut data of Aon Radford Global Survey data is comprised of companies in relevant industries with $1B - $5B in revenue. Except with respect to the compensation of our Chief Executive Officer in 2023, our Chief Executive Officer made recommendations to the Compensation Committee regarding the compensation for our executive officers, which was also taken into account by the Compensation Committee in making its decisions regarding executive compensation. Our Chief Executive Officer was not present for the discussions of our Compensation Committee regarding her performance and compensation.

  33. Consideration of Say-on-Pay Vote and Stockholder Feedback

    Consideration of Say-on-Pay Vote and Stockholder Feedback The Compensation Committee considers stockholder feedback and the results of the annual advisory “say-on-pay” vote when designing our executive compensation programs. At our 2023 annual meeting of stockholders, our “say-on-pay” proposal received a vote of 68.2% cast in support. We took the results of this vote seriously and in response, we initiated an expanded and rigorous stockholder engagement campaign meeting with over 200 stockholders, and over a dozen of those engagements were specifically about our compensation practices. We offered engagement opportunities with all 50 of our largest stockholders, which represented over 80% of our outstanding shares. In general, our stockholders expressed a desire for: •Performance-based equity to be a larger component of overall equity grants; •Compensation structures to specifically incentivize cash generation; and •Compensation structures to specifically incentivize material stock price appreciation. In response to this stockholder feedback, our Compensation Committee worked with its independent compensation consultant to design a performance-based equity program that would address all three of these goals, as well as simultaneously: •Respond to stockholder feedback, including with respect to compensation structure; •Incentivize significant, sustained cash generation; •Incentivize material, sustained and long-term stock price appreciation; •Align executives with key stockholder priorities; •Support retention of the executive team that is leading this transition; and •Drive transformative performance through aggressive and challenging targets over a multi-year period. In August 2023, after multiple meetings and extensive discussions, our Compensation Committee approved the one-time Stockholder Vision Alignment PSUs, which were specifically designed to achieve these objectives. Our Compensation Committee selected cash generation and stock price appreciation as the performance measures in response to stockholder feedback and because these metrics are key drivers of our long-term strategy. These metrics further align the NEO incentives with those of our stockholders, and our Compensation Committee believes that the performance metrics for these Stockholder Vision Alignment PSUs are achievable only if the executive team delivers exceptional business results over an extended period of time.

  34. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee retained Meridian to advise on our 2023 executive compensation programs, practices and decisions given Meridian’s expertise in the technology industry and its knowledge of our peer group companies. During 2023, Meridian provided the following services as requested by the Compensation Committee:

  35. Role of the Compensation Consultant

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  36. Role of the Compensation Consultant

    •Assisted in the development of the 2023 compensation peer group, analyzed the relevant proxy-disclosed pay data along with the Aon Radford Technology Survey data to assess overall market competitive compensation practices; •Assisted with the design of our PSUs, including the Stockholder Vision Alignment PSUs; •Reviewed and assessed our compensation practices and the cash and equity compensation levels of our executive officers (including an analysis of the effectiveness of our equity incentive program as a retention tool); •Reviewed and assessed our current compensation programs and identified certain changes for the Compensation Committee’s consideration to potentially implement in order to remain competitive with the market, as well as conducted an equity burn rate and overhang analysis; and •Advised on regulatory developments relating to executive compensation. During 2023, the Compensation Committee reviewed the fees paid to Meridian relative to Meridian’s revenues, the services provided by Meridian to the Compensation Committee, any relationships between Meridian and its individual consultants and our executive officers, any stock ownership of Sunrun by Meridian, and other factors relating to Meridian’s independence. The Compensation Committee concluded that Meridian is independent within the meaning of the Nasdaq listing standards and that its engagement did not present any conflicts of interest.

  37. Executive Compensation Peer Group

    Executive Compensation Peer Group With the assistance of Meridian, our Compensation Committee selected our primary compensation peer group which we used for our 2023 compensation decisions. The compensation peer group continued to represent companies with a focus on renewable energy, direct-to-consumer software/services, fintech, and leasing companies. As mentioned above, the Company competes with an array of industries to attract and retain talent so the benchmarking peer group includes a mix of various industries. The revised group included publicly-traded and stand-alone companies which had revenues at levels 1/3x to 3x Sunrun’s revenues and a market cap between 1/4x and 4x Sunrun’s then-current market capitalization. Our primary compensation peer group for 2023 consisted of the following companies:

  38. Executive Compensation Peer Group

    | | Air Lease Corporation (AL) | | Array Technologies, Inc (ARRY) | | EnerSys (ENS) | | | First Solar Inc. (FSLR) | | Gen Digital Inc. (GEN) | | Monolithic Power Systems, Inc. (MPWR) | | | SolarEdge Technologies Inc. (SEDG) | | SunPower Corporation (SPWR) | | Zillow Group, Inc. (Z, ZG) | | | Alarm.com Holdings, Inc. (ALRM) | | Dropbox, Inc. (DBX) | | Enphase Energy, Inc. (ENPH) | | | Generac Holdings, Inc. (GNRC) | | Hawaiian Electric Industries, Inc.(HEI) | | Regal Rexnord Corporation (RRX) | | | Sunnova Energy International Inc. (NOVA) | | Bloom Energy (BE) | | |

  39. 2023 Annual Bonus Incentive Plan

    2023 Annual Bonus Incentive Plan 2023 Annual Bonus Incentive Plan Awards Our executive officers are eligible to participate in our 2023 annual bonus incentive plan available to key employees, referred to as our Annual Incentive Plan. The 2023 target annual bonus opportunity for each of our NEOs was set as a percentage of his or her base salary, as provided in the table below. The Annual Incentive Plan provided the opportunity for our NEOs to earn up to 150% of their stated target bonus, provided the Company delivered performance that met or exceeded maximum performance goals. Conversely, no annual bonus incentive award would have been paid unless Company performance met or exceeded threshold performance goals.

  40. 2023 Annual Bonus Incentive Plan

    | Executive | 2023 Target Bonus | % Base Salary | | Mary Powell | $1,275,000 | 150% | | Paul Dickson | $408,000 | 85% | | Danny Abajian | $408,000 | 85% | | Jeanna Steele | $337,500 | 75% | | Edward Fenster(1) | — | —% |

  41. 2023 Annual Bonus Incentive Plan

    ______________________ (1) Mr. Fenster transitioned from his position as a full-time employee of the Company to part-time employment status and ceased to be an “executive officer” as defined in the Exchange Act, effective March 1, 2023; therefore, he was not eligible for the 2023 Target Bonus. 2023 Annual Bonus Incentive Plan Metrics and Performance The performance goals for our Annual Incentive Plan are set each year by our Compensation Committee. For 2023, the Compensation Committee selected four key performance criteria to balance value generation and customer experience-related goals: (1) Total Value Generated, (2) New Customer Net Promoter Score, (3) ‘Solarversary’ Net Promoter Score, and (4) Safety. As a result of our level of achievement against the performance goal targets, the Compensation Committee approved a bonus payout to each NEO based solely on the performance attainment versus each of these four performance target goals. While the Compensation Committee retained discretion to modify the bonus amount for any participant based on such participant’s individual performance), the Compensation Committee chose to not modify any NEO’s bonus award for 2023 performance.

  42. 2023 Annual Bonus Incentive Plan

    | Goal | Weighting | Plan Funding | Weighted Funding | | Total Value Generated: Aggregate Total Value Generated, as defined in our earnings release filed with our Current Report on Form 10-K filed on February 21, 2024, measured using externally reported actuals and adding each quarter’s Total Value Generated. | 70% | 70% | 49% | | New Customer Net Promoter Score: Customer experience survey for new Sunrun customers (designated ESG metric). | 10% | 150% | 15% |

  43. 2023 Annual Bonus Incentive Plan

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  44. 2023 Annual Bonus Incentive Plan

    | ‘Solarversary’ Net Promoter Score: Customer experience survey for Sunrun customers on their first anniversary of becoming a Sunrun customer (designated ESG metric). | 10% | 150% | 15% | | Safety: Days Away, Restricted, or Transferred (“DART”) rate, an Occupational Safety and Health Administration calculation based on the number of recordable workplace injuries or illnesses that result in time away from work, restricted job roles/tasks, or permanent transfer to a new position (designated ESG metric). | 10% | 105% | 11% | | Total Actual Cumulative Attainment: | 90% | | |

  45. 2023 Annual Bonus Incentive Plan

    The Threshold, Target, and Maximum achievement levels for the Total Value Generated component and Safety DART Rate component of our Annual Incentive Plan are summarized below.

  46. 2023 Annual Bonus Incentive Plan

    | Achievement Level | Total Value Generated Metric | Safety DART Rate Metric | Payout Percentage | | Maximum | $1.761 Billion | 1.67 | 200% | | Target | $1.527 Billion | 2.15 | 100% | | Threshold | $1.293 Billion | 2.39 | 50% | | < Threshold | <$1.293 Billion | <2.39 | 0% |

  47. 2023 Annual Bonus Incentive Plan

    The Company achieved Total Value Generated of $1.387 billion for 2023, which resulted in an achievement level of 70% and achieved a DART rate of 2.10 for 2023, which resulted in an achievement level of 105%. We consider the specific Net Promoter Score target performance goals to be confidential commercial information, the disclosure of which could result in competitive harm to us. The target performance goals were set by the Compensation Committee in March 2023, and at the time the Compensation Committee set the target performance goals, it believed that each goal was achievable, but only with significant effort. During 2023, we were impacted by macroeconomic challenges with historically high interest rate pressures and the impact of new net metering regulations in our largest market, California. Despite these headwinds, we were able to execute at a high level which allowed us to achieve a 90% bonus achievement. We continued to focus on providing an enhanced customer experience and saw significant improvements on our Solarversary NPS scores based on the changes we implemented in 2022. These changes included several organizational changes including staffing and the structure of incentives. We achieved a 12% year-over-year improvement in our annual DART safety metric through our efforts to create a safety first culture focusing on visible leadership, commitment and training. The Annual Incentive Plan bonus awards paid to our NEOs for 2023 performance were approved in February 2024 at a level equal to 90% of their target bonus awards.

  48. 2023 Annual Bonus Incentive Plan

    | Executive | Actual Bonus Value | % of Target Bonus | | Mary Powell | $1,147,500 | 90% | | Paul Dickson | $367,200 | 90% | | Danny Abajian | $367,200 | 90% | | Jeanna Steele | $303,750 | 90% | | Edward Fenster(1) | — | —% |

  49. 2023 Annual Bonus Incentive Plan

    ______________________ (1) Mr. Fenster transitioned from his position as a full-time employee of the Company to part-time employment status and ceased to be an “executive officer” as defined in the Exchange Act, effective March 1, 2023; therefore, he was not eligible for the 2023 Annual Incentive Plan Bonus.

  50. Equity Awards

    Equity Awards In 2023, each of our NEOs was granted equity-based awards in the form of PSUs and RSUs. The size of these awards was not determined based on a specific formula, but rather through the exercise of the Compensation Committee’s judgment after considering the individual performance of each of the executive officers, our strategic goals, the recommendations of our Chief Executive Officer and Co-Executive Chairs (except with respect to their respective

  51. Equity Awards

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  52. Equity Awards

    individual awards), the appropriate level of compensation for the position given the scope of responsibility and any changes to their role, the current unvested equity held by such individual and related vesting schedules, the impact of dilution to our stockholders, the level of each executive officer’s total target cash compensation (base salary plus target cash incentive opportunity), executive leadership factors, the perceived retentive value of the proposed awards, and in response to stockholder feedback. Based on the foregoing consideration, the Compensation Committee approved the following equity awards for our NEOs in 2023. These are displayed in separate tables below because the Stockholder Vision Alignment PSU was a one-time award granted to our executives based on stockholder feedback and we do not view this PSU as part of annual target equity. Annual Equity Awards:

  53. Equity Awards

    | Executive | RSUs (#) | Total Shareholder Return PSU Award(1) (#) | Net Earning Assets PSU Award(1) (#) | Equity Value(2) ($) | | Mary Powell | 200,339 | 33,389 | 33,389 | 5,324,641 | | Paul Dickson | 136,595 | 22,765 | 22,765 | 3,630,430 | | Danny Abajian | 136,595 | 22,765 | 22,765 | 3,630,430 | | Jeanna Steele | 81,957 | 13,659 | 13,659 | 2,178,259 | | Edward Fenster(3) | — | — | — | — |

  54. Equity Awards

    One-Time Stockholder Vision Alignment Awards(4):

  55. Equity Awards

    | Executive | Stockholder Vision Alignment PSU Award(1) (#) | Equity Value(2) ($) | | Mary Powell | 472,508 | 6,426,109 | | Paul Dickson | 214,776 | 2,920,954 | | Danny Abajian | 214,776 | 2,920,954 | | Jeanna Steele | 128,865 | 1,752,564 | | Edward Fenster(3) | — | — |

  56. Equity Awards

    ______________________ (1)The Total Shareholder Return PSU award is reported at target, which reflects achievement of the relative Total Shareholder Return goal applicable to the Total Shareholder Return PSUs based on probable outcome at the time of grant. The Net Earning Assets PSU Award is reported at target, which reflects achievement of the Net Earning Assets goal applicable to the Net Earning Assets PSUs based on probable outcome at the time of grant. The Stockholder Vision Alignment PSU award is reported at target, which reflects achievement of the Stock Price Attainment and Cash Generation per Diluted Share goals applicable to the Stockholder Vision Alignment PSUs based on probable outcome at date of grant. The Company’s PSU awards are further described in the next section titled “PSU Awards.” (2)The amounts reported include the grant date fair value of the PSU awards granted to the NEOs during the applicable year as computed in accordance with ASC 718 based on probable outcome at the time of grant. Note that the amounts reported in the column reflect the accounting cost for these PSU awards, and do not correspond to the actual economic value that may be received by the NEOs from the stock awards. (3)Mr. Fenster transitioned from his position as a full-time employee of the Company to part-time employment status, effective March 1, 2023; therefore, he did not receive an equity award in 2023. (4)Because we do not view the Stockholder Vision Alignment PSU as part of our CEO’s or other NEOs’ annual target equity, we have not included this award in the “Annual Equity Awards” table above.

  57. Equity Awards

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  58. Equity Awards

    RSU Awards The 2023 RSU awards vest over four years, with 25% of the RSUs vesting on the first anniversary of the vesting commencement date and the remaining RSUs vesting in equal quarterly installments thereafter, subject to the NEO’s continued service to us through each vesting date. PSU Awards In 2023, in response to stockholder feedback, we ceased granting options and transitioned to a performance-based, long-term equity incentive award program. The Compensation Committee views PSUs as a valuable compensation feature to accelerate and drive Company performance by encouraging and incentivizing our executives to pursue achievement of our Company's performance goals and the generation of stockholder value. The performance metrics corresponding to each award were chosen because they are key drivers of our long-term strategy. The PSUs granted in 2023 were divided into three categories and are subject to performance vesting conditions based on: (1) our achievement of relative total shareholder return (the Total Shareholder Return PSUs" or "TSR PSUs”); (2) our achievement of Net Earning Assets per Diluted Share (the “Net Earning Assets per Diluted Share PSUs” or "NEA PSUs"), and (3) a one-time award granted to our NEOs based on (a) our achievement of cash generation per diluted share (“Cash Generation per Diluted Share”) and (b) achieving certain stock price levels (“Stock Price Attainment”) over a three-year performance period (the “Stockholder Vision Alignment PSUs”). Although the Total Value Generated PSU (“TVG PSU”) was not granted in 2023, it has annual performance periods in 2023, 2024, and 2025 — see the section below titled “4. Total Value Generated PSUs” for more information on this award.

  59. 1.Relative Total Shareholder Return (“TSR”) PSUs

    1.Relative Total Shareholder Return (“TSR”) PSUs Consistent with our compensation philosophy and our focus on driving long-term stockholder value, the TSR PSUs granted to our NEOs will vest based on our relative total shareholder return (“Relative TSR”) versus a peer group of companies established by our Compensation Committee. The Compensation Committee chose Relative TSR as a performance metric because it is an objective and meaningful metric to evaluate our performance against the performance of our industry peers, and it effectively aligns executive compensation with shareholder interests. TSR PSUs are eligible to vest based on the level of achievement of Relative TSR during the performance period which runs from January 1, 2023 to December 31, 2025. Achievement of the threshold, target, and maximum performance levels of Relative TSR will result in 50%, 100%, and 200% payout percentages, respectively, as set forth in the table below, with linear interpolation upon any achievement between the threshold and target performance targets or target and maximum performance levels. Failure to meet the Threshold Achievement Level during the performance period will result in forfeiture of the TSR PSUs.

  60. 1.Relative Total Shareholder Return (“TSR”) PSUs

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  61. 1.Relative Total Shareholder Return (“TSR”) PSUs

    | Achievement Level | TSR Percent Rank | Payout Percentage | | Maximum | >75th | 200% | | Target | 50th | 100% | | Threshold | 25th | 50% | | < Threshold | <25th | 0% |

  62. 1.Relative Total Shareholder Return (“TSR”) PSUs

    After the performance period has ended, our Compensation Committee will certify the level of achievement of the Relative TSR goal and then determine the number of shares that are entitled to vest based on such achievement (the date on which such certification occurs, the “TSR Determination Date”), which will equal the product of (1) the target number of shares subject to a TSR PSU award and (2) the payout percentage as determined by the table above (such number referred to herein as the “TSR Certified Shares”). TSR Certified Shares shall vest as of the 6th day of the month following the TSR Determination Date, subject to the NEO’s continued service through the TSR Determination Date. For purposes of computing Relative TSR and measuring the TSR Percent Rank during the performance period,dividends shall be treated as being reinvested for the purpose of the calculation during the performance period.

  63. 2. Total Value Generated (“TVG”) PSUs

    2. Total Value Generated (“TVG”) PSUs In March 2021, following our acquisition of Vivint Solar, the Compensation Committee approved PSU grants to our executives to incentivize long-term performance based on our Total Value Generated metric, which included annual performance periods for 2023, 2024, and 2025, known as the Total Value Generated PSU. The Total Value Generated PSUs are subject to vesting after a three- to five-year performance period and require certification from the Compensation Committee that the Total Value generated metrics are met after each performance period. In order to be eligible to vest in the Total Value Generated PSUs, the NEOs are required to remain in continuous service to us through the date that the Compensation Committee certifies the achievement of the Total Value Generated metrics. The Total Value Generated for 2023 was approximately $1.387 billion, which resulted in the vesting of 100% of the shares eligible for the annual performance period ending December 31, 2023.

  64. 3. Stockholder Vision Alignment PSUs

    3. Stockholder Vision Alignment PSUs In response to extensive stockholder feedback described above in the “Consideration of Say-on-Pay Vote and Stockholder Feedback” section, our Compensation Committee approved the Stockholder Vision Alignment PSUs for each of our NEOs. Pursuant to the terms of the Stockholder Vision Alignment PSUs, each NEO (each a “Participant” and, collectively, the “Participants”) was granted a target number of Stockholder Vision Alignment PSUs, which are subject to two performance-based conditions, both of which must be satisfied in order for any Stockholder Vision Alignment PSUs to vest; additionally, even if both performance-based conditions are met, vesting of the Stockholder Vision Alignment PSUs is further conditioned on a time-based vesting condition. The two performance-based conditions are (a) the Company’s achievement of Cash Generation per Diluted Share goals and (b) certain Stock Price Attainment over a three-year performance period. Once our Compensation Committee certifies the number of Stockholder Vision Alignment PSUs, if any, that satisfied the performance conditions (“Earned Stockholder Vision Alignment PSUs”), 50% of the Earned Stockholder Vision Alignment PSUs shall vest on the certification date which is expected to occur in 2027, and the remaining 50% of the Earned Stockholder Vision Alignment PSUs shall vest a year later in 2028, in each case, conditioned upon the Participant remaining in continuous service on each vesting date. The rationale for the material features of the Stockholder Vision Alignment PSUs is set forth below:

  65. 3. Stockholder Vision Alignment PSUs

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  66. 3. Stockholder Vision Alignment PSUs

    | Element | Rationale | | Stock Price Attainment Requirement | •As of August 28, 2023 (the date prior to the grant date), achievement of the threshold ($45), target ($60), and maximum stock price targets ($100) represented a 222%, 329%, and 616% increase in the Company’s stock price, respectively • Directly reflects sustained and ambitious equity value creation by establishing rigorous stock price goals above the grant price •Even if our stock price appreciates and stock price targets are achieved, there is no payout if the stock price is not coupled with extraordinary Cash Generation per Diluted Share • Aligns the interests of NEOs with the interests of our stockholders by creating significant returns that we believe would be far in excess of our cost of equity • Ensures the stock price level is achieved and sustained for a prolonged period (50 trading days at the end of the performance period) to avoid achievement solely based on temporary volatility or other such technical factors; furthermore, vesting requires continued service beyond the end of the measurement period to incentivize continued alignment beyond the end of the performance period | | Cash Generation Requirement | • Even if the Cash Generation per Diluted Share targets are achieved, there is no payout if the stock price is not coupled with the extraordinary stock price appreciation targets •The Cash Generation per Diluted Share targets align with our long-term growth objectives •The “Cash Generation” portion of Cash Generation per Diluted Share is calculated based on GAAP financial measures, and not subject to any adjustments based on management discretion •Cash Generation per Diluted Share incorporates diluted share count each year in the calculation, to align both aggregate cash performance but also ensure alignment to generate value on a per share basis | | Multi-Year Performance Period Ending Fiscal 2026 | •Promotes long-term stock price growth and value creation •Aligns the interests of participating NEOs with the interests of stockholders | | Additional Post-Performance Period Time-Based Vesting Requirement | •Promotes long-term retention, as no Stockholder Vision Alignment PSUs vest prior to the completion of the additional time-based vesting following the three-year performance period •Aligns the interests of participating NEOs with the interests of our stockholders |

  67. 3. Stockholder Vision Alignment PSUs

    Cash Generation Performance Condition The first performance-based vesting condition is based on our achievement of Cash Generation per Diluted Share goals over the three calendar year period of 2024 through 2026 (the “Performance Period”), as noted in the table below, with results in between each level determined by linear interpolation (“Cash Generation Achievement”). Cash Generation per Diluted Share is measured annually with the three annual measurements added together to determine aggregate achievement over the Performance Period.

  68. 3. Stockholder Vision Alignment PSUs

    | Achievement Level | Cash Generation per Diluted Share Goal | Payout Percentage | | Maximum | $6.50 | 200% | | Target | $3.50 | 100% | | Threshold | $2.00 | 50% | | <Threshold | <$2.00 | 0% |

  69. 3. Stockholder Vision Alignment PSUs

    “Cash Generation” is calculated using reported GAAP financials on an annual basis. The calculation is performed by measuring the change in our unrestricted cash balance between the start of the year and the end of the year from its consolidated balance sheet, less net proceeds (or plus net repayments) from all recourse debt (inclusive of convertible debt), and less any primary equity issuances or net proceeds derived from employee stock award activity (or plus any stock buybacks or dividends paid to common stockholders) as presented on our consolidated statement of cash flows. We expect to continue to raise tax equity and asset-level non-recourse debt to fund growth, and as such, these sources of cash are included in the definition of Cash Generation. Cash Generation also excludes long-term asset or business divestitures and equity investments in external non-consolidated businesses (or less dividends or distributions received in connection with such equity investments), such as our prior investments in Lunar Energy. There are no adjustments at management’s discretion. The Board may, at its discretion, adjust the calculation if we pursue extraordinary activities, as is customary for such awards; for instance, adjusting for a transaction that impacts the consolidated accounting treatment of the majority of funds.

  70. 3. Stockholder Vision Alignment PSUs

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  71. 3. Stockholder Vision Alignment PSUs

    “Cash Generation per Diluted Share” is derived by taking “Cash Generation” for a given year and dividing by the “Diluted share count” at the end of the year and is calculated as: The sum of: •End of year consolidated unrestricted cash balance; •Less end of the prior year consolidated unrestricted cash balance; •Less net proceeds (or plus net repayments) from all recourse debt (inclusive of convertible debt, recourse credit facilities, and other recourse debt instruments) during the year, as presented on the consolidated statement of cash flows; •Less any primary equity issuances or net proceeds derived from employee stock award activities (or plus any stock buybacks or dividends paid to common stockholders) during the year, as presented on the consolidated statement of cash flows; •Plus equity investments in non-consolidated external businesses (or less dividends or distributions received in connection with such equity investments), as presented on the consolidated statement of cash flows; and •Less net proceeds from long-term asset or business divestitures, as presented on the consolidated statement of cash flows. Divided by: •our diluted share count at the end of the year. “Diluted share count” is derived using a treasury method approach at the end of the calendar year and excludes the dilutive effect of our current convertible debt assuming the stock price is below the conversion price. The inclusions and exclusions from Cash Generation are a result of direct feedback from stockholders and all inputs are included in our GAAP financial statements. Stock Price Attainment Performance Condition The second performance-based vesting condition is based on Stock Price Attainment. Three performance goals were established with a pre-defined number of Stockholder Vision Alignment PSUs eligible to vest at each goal (provided the threshold Cash Generation goal is also met) as noted in the table below, with results in between each level determined by linear interpolation:

  72. 3. Stockholder Vision Alignment PSUs

    | Performance Level | Stock Price | Payout | | Maximum | $100 | 200% | | Target | $60 | 100% | | Threshold | $45 | 50% | | <Threshold | <45.00 | 0% |

  73. 3. Stockholder Vision Alignment PSUs

    We will calculate Stock Price Attainment by using the average closing price of our common stock on the primary market on which it is traded for the last 50 trading days in 2026. The number of Stockholder Vision Alignment PSUs that become Earned Stockholder Vision Alignment PSUs following certification by our Compensation Committee will be determined by taking the product of the target number of Stockholder Vision Alignment PSUs and the sum of the Cash Generation Achievement percentage and the Stock Price Attainment percentage as set forth in the formula below:

  74. 3. Stockholder Vision Alignment PSUs

    | Target Number of Stockholder Vision Alignment PSUsX | % of Cash Generation Achievement (Subject to threshold achievement)X | % of Stock Price Attainment (Subject to threshold achievement) | = | Number of Earned Stockholder Vision Alignment PSUs (Cannot exceed 300% of the Target number of PSUs) |

  75. 3. Stockholder Vision Alignment PSUs

    No payment shall be made in respect of the Stockholder Vision Alignment PSUs if either Cash Generation per Diluted Share does not meet the threshold requirement of $2.00 or Stock Price Attainment does not meet the threshold requirement of $45.00. Regardless of the level of Cash Generation Achievement and Stock Price Attainment, no Stockholder Vision Alignment PSUs shall be achieved at a level greater than 300% of the target number of Stockholder Vision Alignment PSUs. Illustrative payout scenarios are displayed below:

  76. 3. Stockholder Vision Alignment PSUs

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  77. 3. Stockholder Vision Alignment PSUs

    | Example Payout Scenarios (as a percentage of the Target Number of Stockholder Vision Alignment PSUs) | Cash Generation Achievement Less than Threshold (Less than $2.00) | Cash Generation Achievement at Threshold – 50% ($2.00) | Cash Generation Achievement at Target – 100% ($3.50) | Cash Generation Achievement at Maximum – 200% ($6.50) | | Stock Price Attainment Less than Threshold (Less than $45) | 0% | 0% | 0% | 0% | | Stock Price Attainment at Threshold – 50% ($45) | 0% | 25% | 50% | 100% | | Stock Price Attainment at Target – 100% ($60) | 0% | 50% | 100% | 200% | | Stock Price Attainment at Maximum – 200% ($100) | 0% | 100% | 200% | 300% |

  78. 3. Stockholder Vision Alignment PSUs

    Additional Time-Based Vesting Condition In addition to performance-based vesting conditions, Stockholder Vision Alignment PSUs are also subject to a time-based vesting condition that must be satisfied for any of the Earned Stockholder Vision Alignment PSUs to vest. Once our Compensation Committee certifies the number of Earned Stockholder Vision Alignment PSUs following the Performance Period, 50% of the Earned Stockholder Vision Alignment PSUs shall vest on the 6th day of the month following certification by our Compensation Committee in 2027 (the “Initial Vesting Date”), and the remaining 50% of the Earned Stockholder Vision Alignment PSUs shall vest on the first anniversary of the Initial Vesting Date, with all vesting events conditioned upon the Participant remaining in continuous service on each vesting date. If our Compensation Committee does not certify achievement at the threshold, target, or maximum level of Cash Generation Achievement or Stock Price Attainment, the Stockholder Vision Alignment PSUs shall be forfeited in their entirety. In addition to the vesting conditions set forth above, vesting is also subject to the Participant being in full compliance with our Code of Business Conduct and other compliance policies, including our Clawback Policy, and the NEO agreements with us (including, but not limited to, confidentiality obligations and any applicable restrictive covenants) at the time of any vesting event. Failure to satisfy these conditions will result in the Earned Stockholder Vision Alignment PSUs being forfeited.

  79. 4. Net Earnings Assets per Diluted Share PSUs

    4. Net Earnings Assets per Diluted Share PSUs The NEA PSUs granted to our NEOs were structured to vest based on our net earning assets per diluted share (“NEA per Share”) where net earning assets represents Gross Earning Assets, plus total cash, less adjusted debt and less pass-through financing obligations, as of the same measurement date, in addition to satisfaction of a service-based vesting component. NEA PSUs were eligible to performance-vest based on our level of achievement of NEA per Share during the performance period which ran from January 1, 2023 through December 31, 2023. We selected a one-year performance period for this award because forecasting the results for this metric beyond one year was particularly difficult due to significant policy changes, such as the Net Billing Tariff in California and the timing of benefits from the Inflation Reduction Act. This resulted in an award with a combined period of three years (one performance period + two years of service vesting). Achievement of the threshold, target, and maximum performance targets of NEA per Share will result in 50%, 100%, and 200%, respectively, of the target number of shares of our common stock subject to the NEA PSU awards with linear interpolation upon any achievement between the threshold and target performance levels or target and maximum performance levels. After determining the applicable achievement, the NEA PSUs would not vest until the NEO satisfied an additional service-based vesting requirement, based upon continued service through April 3, 2026.

  80. 4. Net Earnings Assets per Diluted Share PSUs

    | Sunrun Inc. — 2024 Proxy Statement | 53 |

  81. 4. Net Earnings Assets per Diluted Share PSUs

    | Achievement Level | NEA per Share Thresholds | Payout Percentage | | Maximum | ≥$28.82 | 200% | | Target | $25.37 | 100% | | Threshold | $23.65 | 50% | | <Threshold | <$23.65 | 0% |

  82. 4. Net Earnings Assets per Diluted Share PSUs

    We achieved NEA per Share of $22.65 for 2023, resulting in 0% attainment and the forfeiture of the NEA PSUs (comprising the forfeiture of 12.5% of the NEOs’ 2023 target equity compensation). We set performance levels for this award assuming a quicker volume recovery after the transition to the Net Billing Tariff in our largest market of California than we achieved, in addition to effects related to rapidly accelerating battery adoption and our disciplined go-to-market approach, all of which resulted in lower volumes than initially expected. These lower volumes ultimately resulted in correspondingly lower NEA per Share, resulting in attainment below the threshold vesting level. While this result was lower than our threshold levels, we feel that it validates our commitment to pay-for-performance. Following our stockholder engagement in 2023, the Committee decided we would not issue a performance-based equity award with a metric of NEA per share in 2024.

  83. 4. Net Earnings Assets per Diluted Share PSUs

    | Sunrun Inc. — 2024 Proxy Statement | 54 |

  84. 4. Net Earnings Assets per Diluted Share PSUs

    (1)Mses. Powell and Steele and Mr. Dickson’s TVG PSUs were awarded in 2021. Mr. Abajian’s TVG PSU was granted in 2022 in connection with his promotion to Chief Financial Officer, using the original TVG thresholds from the 2021 TVG PSUs. (2)The milestone targets for the TVG PSUs listed in the table above were set in 2021 and reflect the definition of TVG (and associated discount rate) applicable at that time. (3)Mses. Powell and Steele and Mr. Abajian’s TVG PSUs have the vesting schedule represented in the table above. Mr. Dickson’s TVG PSU has a performance period from 2022-2025, with 25% vesting per year based upon achievement of the applicable thresholds.

  85. 2024 Compensation Philosophy

    •The Compensation Committee determined that PSUs will account for at least 55% of the total equity compensation awarded to our NEOs; •The Compensation Committee determined that such performance-based equity awards will incorporate multi-year performance criteria, including metrics aimed at incentivizing enhanced stockholder value, stock price appreciation, and Cash Generation in the long term; •Our compensation framework will avoid overlapping metrics across performance-based equity awards, and our cash bonus plan; •We have revised the components of our 2024 Annual Incentive Plan to reflect key stockholder feedback and to more closely align with long term value drivers for our stockholders. The Compensation Committee selected Net Subscriber Value (adjusted for market discount rates, which is more closely aligned with Cash Generation), storage and solar volumes, safety, and customer experience. The primary weighting is applied to the adjusted Net Subscriber Value, and notably, no metric uses a fixed discount rate; •Our Annual Incentive Plan will continue to include an additional ESG-related metric related to employee safety; and •In light of an extraordinarily challenging macroeconomic environment and suboptimal stock performance, our CEO requested that her 2024 base salary remain unchanged, foregoing any customary increases. For 2024, we will continue to offer the following components of base salary, annual cash bonus plan, time-based equity awards, health, welfare, and retirement programs. We believe that providing a portfolio of performance-based equity awards, time-based RSUs, and cash compensation supports the objectives of our long-term incentive compensation program by further aligning the interests of our executive officers with those of our stockholders, balancing performance and retention considerations, and enabling us to use our equity compensation resources more efficiently.

  86. Severance and Change in Control Benefits

    Severance and Change in Control Benefits Post-Employment Compensation In August 2018, we adopted the Severance Plan, applicable to our executive officers and certain other employees, whose benefits upon a change in control are described below. The Severance Plan provides for severance payments and benefits in the event of a qualifying termination of employment. The Severance Plan was adopted due to the automatic expiration of our predecessor severance benefit plan which occurred in May 2018. The following benefits are provided under the Severance Plan in connection with any termination without cause or good reason that occurs other than within three months prior to, or 12 months following, a change in control (as defined in the Severance Plan):

  87. Severance and Change in Control Benefits

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  88. Severance and Change in Control Benefits

    •12 months of base salary and COBRA premiums (Mses. Powell and Jurich and Mr. Fenster) or six months of base salary and COBRA premiums (Ms. Steele and Messrs. Abajian and Dickson); •A pro-rata bonus amount based on the average bonus (and commission if applicable to such individual for the prior two years, or if none, a pro-rata portion of the target bonus in the year of termination; and •50% equity vesting acceleration for all awards other than the Stockholder Vision Alignment PSUs (with the vesting of any equity awards subject to performance vesting accelerated assuming the performance criteria had been achieved at 100% of target and then multiplying the number of shares representing that 100% of target amount by 50%). •If termination occurs before the end of the performance period, all of the Stockholder Vision Alignment PSUs shall be forfeited. •If termination occurs after the end of the performance period, all time-based vesting conditions for the Stockholder Vision Alignment PSUs shall be waived and a number of Stockholder Vision Alignment PSUs shall vest equal to 50% of the difference of A minus B, where A is the number of Stockholder Vision Alignment PSUs that met the performance conditions at the end of the performance period and B is the number of Stockholder Vision Alignment PSUs that already vested in full as of the date of termination. The following benefits are provided under the Severance Plan to Mses. Powell and Jurich and Mr. Fenster in connection with any termination without cause or good reason resignation that occurs within three months prior to, or 12 months following, a change in control: •18 months of base salary and COBRA premiums; •150% target annual bonus; •100% equity vesting acceleration for all awards other than the Stockholder Vision Alignment PSUs (with the vesting of any equity awards subject to performance vesting accelerated assuming the performance criteria had been achieved at 100%); •The percent of equity vesting acceleration for the earned Stockholder Vision Alignment PSUs will be determined by the actual stock price received in connection with a change in control and cash generation assumed at target performance will vest if termination occurs before the end of the performance period; •100% of the earned but unvested Stockholder Vision Alignment PSUs shall vest if termination occurs after the end of the performance period based on actual achievement of the performance conditions during the performance period; and •18 months post-termination exercise period for options. The following benefits are provided under the Severance Plan to Ms. Steele and Messrs. Abajian and Dickson in connection with any termination without cause or good reason that occurs within three months prior to, or 12 months following, a change in control: •12 months of base salary and COBRA premiums; •100% target annual bonus; •100% equity vesting acceleration for all awards other than the Stockholder Vision Alignment PSUs (with the vesting of any equity awards subject to performance vesting accelerated assuming the performance criteria had been achieved at 100%); •The percent of equity vesting acceleration for the earned Stockholder Vision Alignment PSUs will be determined by the actual stock price received in connection with a change in control and cash generation assumed at target performance will vest if termination occurs before the end of the performance period; •100% of the earned but unvested Stockholder Vision Alignment PSUs will vest if termination occurs after the end of the performance period; and •12 months post-termination exercise period for options.

  89. Severance and Change in Control Benefits

    | Sunrun Inc. — 2024 Proxy Statement | 57 |

  90. Severance and Change in Control Benefits

    The Severance Plan benefits were approved by the Compensation Committee after considering the level of benefits provided under the predecessor severance plan and reviewing competitive market data for our peer group. The Compensation Committee determined that these benefits were both competitively reasonable and necessary to recruit and retain key executives. Enhanced severance benefits are provided for a qualifying termination that occurs in connection with a change in control because the severance benefits are also intended to eliminate, or at least reduce, the reluctance of our executive officers to diligently consider and pursue potential change in control transactions that may be in the best interests of our stockholders.

  91. Other Compensation Policies

    Other Compensation Policies Equity Awards Grant Policy The Compensation Committee has adopted a policy governing equity awards that are granted to our executive officers, employees and members of our Board. This policy provides that all equity awards will be granted either by our Board, Compensation Committee, or a subcommittee of the Compensation Committee, at a meeting or by unanimous written consent, subject to equity award guidelines adopted by our Board. The exercise price of all stock options and SARs must be equal to or greater than the closing trading price of our common stock on the date of grant. Insider Trading Policy Our insider trading policy prohibits our employees, including our executive officers, non-employee directors, and consultants from engaging in short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions with respect to our securities at any time. In addition, no officer, director, other employee or consultant may margin any of our securities, including without limitation, pledging or borrowing against such securities, at any time. Our insider trading policy encourages our executive officers and members of our Board to adopt plans in accordance with Exchange Act Rule 10b5-1 for sales of securities that they beneficially own, and provides that such individuals may not otherwise trade in our equity securities during “blackout” periods. Our Rule 10b5-1 Trading Plan Guidelines are applicable to any employees, members of our Board, consultants of the Company, and executive officers who adopt such trading plans. Compensation Policies and Practices as They Relate to Risk Management The Compensation Committee has reviewed our executive and employee compensation programs and does not believe that our compensation policies and practices encourage undue or inappropriate risk taking or create risks that are reasonably likely to have a material adverse effect on us. The reasons for the Compensation Committee’s determination include the following: •We structure our compensation program to consist of both fixed and variable components. The fixed (or base salary) component is designed to provide income independent of our stock price performance so that employees will not focus exclusively on stock price performance to the detriment of other important business metrics. The time-based equity component of our compensation program is intended to discourage employees from taking actions that focus only on our short-term success and helps align our employees with our stockholders and on our longer-term success. Our employee equity-based awards have time-based vesting, generally over a period of four years. A significant portion of the compensation paid to our executive officers and the members of our Board is in the form of equity with time-based vesting. In 2021, we introduced performance-based equity awards to incentivize and reward senior leaders for driving achievement of Company performance goals. These performance-based equity awards vest upon the attainment of specified goals during a set period of time and the Compensation Committee’s approval. •We maintain internal controls over the measurement and calculation of material financial information, which are designed to prevent this information from being manipulated by any employee, including our executive officers. •While we do not cap the cash incentive award for our sales incentive plans to provide maximum incentive for our sales teams to meet and exceed their objectives, we do maintain internal controls over the determination of sales incentive awards, which allow us to ensure that we are awarding only those sales people who operate with absolute integrity, and we believe such internal controls help to prevent problematic behaviors.

  92. Other Compensation Policies

    •Our employees are required to comply with our code of business conduct and ethics, which covers, among other things, accuracy in financial and business records keeping. Further, our sales teams are also subject to a specific sales code of conduct which we believe enforces customer-centered behaviors including compliance with all consumer protection laws and fosters a culture of absolute integrity in our employees. The vesting of an employee’s equity awards are conditioned upon their compliance with their agreements with us, including, but not limited to, these codes. •As part of our policies on trading in securities, we prohibit hedging and pledging transactions involving our securities so that our executive officers, employees, non-employee directors, and consultants cannot insulate themselves from the effects of poor stock price performance.

  93. Tax and Accounting Considerations

    Tax and Accounting Considerations Limitation on Deductibility of Executive Compensation Under Section 162(m) of the Code (“Section 162(m)”), compensation paid to each of our “covered employees” that exceeds $1 million per taxable year is generally non-deductible unless the compensation qualifies for (i) certain grandfathered exceptions (including the “performance-based compensation” exception) for certain compensation paid pursuant to a written binding contract in effect on November 2, 2017 and not materially modified on or after such date or (ii) the reliance period exception for certain compensation paid by corporations that became publicly held on or before December 20, 2019. Although the Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for our NEOs in a manner consistent with the goals of our executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m). The Compensation Committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with the Company’s business needs. No Tax Reimbursement of Parachute Payments and Deferred Compensation We did not provide any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Code during 2023, and we have not agreed and are not otherwise obligated to provide any NEO with such a “gross-up” or other tax reimbursement. Accounting Treatment We account for stock compensation in accordance with the authoritative guidance set forth in ASC Topic 718, which requires companies to measure and recognize the compensation expense for all share-based awards made to employees and directors, including stock options, PSU awards, RSU awards and shares acquired through our ESPP, over the period during which the award recipient is required to perform services in exchange for the award (for executive officers, generally the four-year vesting period of the award). We estimate the fair value of stock options and shares acquired through our ESPP using the Black-Scholes option pricing model. This calculation is performed for accounting purposes and reported in the compensation tables below.

  94. Summary Compensation Table - Fiscal Year 2023, 2022, and 2021

    Summary Compensation Table - Fiscal Year 2023, 2022, and 2021 The following table presents summary information regarding the total compensation for services rendered in all capacities that was earned by our NEOs as of December 31, 2023.

  95. Summary Compensation Table - Fiscal Year 2023, 2022, and 2021

    | Name | Year | Salary ($) | Bonus(1) ($) | Option Awards(2) ($) | Stock Awards(2)(3) ($) | Non-Equity Incentive Plan Compensation (4) ($) | All Other Compensation(5) ($) | Total ($) | | Mary Powell, Chief Executive Officer(6) | 2023 | 840,384 | — | — | 11,750,750 | 1,147,500 | 11,550 | 13,750,184(6) | | | 2022 | 800,000 | —(7) | 2,499,811 | 3,743,992 | 1,285,680 | 10,675 | 8,340,158 | | | 2021 | 313,846 | 1,500,000 | 2,000,403 | 4,575,981 | 261,260 | 4,527 | 8,656,017 | | Paul Dickson, Chief Revenue Officer and President(6) | 2023 | 471,346 | 500,000 | — | 6,551,384 | 367,200 | 11,550 | 7,901,480(8) | | | 2022 | 435,000 | 647,000 | 1,499,880 | 2,381,328 | 349,544 | 10,675 | 5,323,427 | | Danny Abajian, Chief Financial Officer(6) | 2023 | 471,346 | — | — | 6,551,384 | 367,200 | 11,550 | 7,401,480(9) | | | 2022 | 392,462 | 390,000 | 1,725,386 | 3,526,985 | 206,854 | 10,675 | 6,252,362 | | Jeanna Steele, Chief Legal Officer & Chief People Officer(6) | 2023 | 446,154 | — | — | 3,930,823 | 303,750 | 11,550 | 4,692,277(10) | | | 2022 | 430,000 | — | 999,914 | 1,812,458 | 345,527 | 10,675 | 3,598,574 | | | 2021 | 382,404 | — | 1,575,019 | 2,233,774 | 206,400 | 10,150 | 4,407,747 | | Edward Fenster, Co-Executive Chairman(11) | 2023 | 329,230 | — | — | — | — | 11,550 | 340,780 | | | 2022 | 568,269 | — | 1,249,897 | 1,422,161 | 492,844 | 10,675 | 3,743,846 | | | 2021 | 540,000 | — | 1,250,070 | 3,000,015 | 276,480 | 10,150 | 5,076,715 |

  96. Summary Compensation Table - Fiscal Year 2023, 2022, and 2021

    ______________________ (1)The amount reported for 2023 represents the following: In the first quarter of 2023, the Compensation Committee provided Mr. Dickson with a one-time $500,000 cash award in recognition of his contributions leading the nation's largest solar sales fleet during a dynamic period that included unprecedented policy changes in our largest market and historically high interest rates and market volatility, while simultaneously deploying multiple innovative new products and paths to market. (2)The amounts reported represent the grant date fair value of the stock options or stock awards, as applicable, granted to the NEOs during the applicable year as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the stock options or stock awards, as applicable, reported are set forth in Note 2 of our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023. Note that amounts reported in this column reflect the accounting cost for these stock or option awards, as applicable, and do not correspond to the actual economic value that may be received by the NEOs from the stock or option awards. (3)The amounts reported for 2023 are inclusive of the TSR PSUs, NEA PSUs, and SVA PSUs for Mses. Powell and Steele and Messrs. Abajian and Dickson. A description of these PSU awards and the performance-based vesting conditions are provided in the section titled “Compensation Discussion and Analysis - Equity Awards - PSU Awards.” The value of each TSR PSU award on the grant date (assuming the target level of performance conditions will be achieved) is $832,388 for Ms. Powell; $567,531 for Mr. Abajian; $567,531 for Mr. Dickson; and $340,519 for Ms. Steele, which is based on the product of the target vesting of the TSR PSUs and the grant date fair value of the award. The value of each NEA

  97. Summary Compensation Table - Fiscal Year 2023, 2022, and 2021

    | Sunrun Inc. — 2024 Proxy Statement | 61 |

  98. Summary Compensation Table - Fiscal Year 2023, 2022, and 2021

    PSU award on the grant date (assuming the target level of performance conditions will be achieved) is $641,737 for Ms. Powell; $437,543 for Mr. Abajian; $437,543 for Mr. Dickson; and $262,526 for Ms. Steele, which is based on the product of the target vesting of the NEA PSUs and the grant date fair value of the award. The value of each SVA PSU award on the grant date (assuming the target level of performance conditions will be achieved) is $6,426,109 for Ms. Powell; $2,920,954, for Mr. Abajian; $2,920,954 for Mr. Dickson; and $1,752,564 for Ms. Steele, which is based on the product of the target vesting of the SVA PSUs and the grant date fair value of the award stock. (4)The amounts reported for 2023 represent the amounts earned and payable under the 2023 bonus plan, all of which were paid in March 2024. Our Board formally adopted an Annual Incentive Plan (“AIP”) for our executives in December 2014. Under our AIP, our Compensation Committee retains discretionary authority to modify final bonus payouts for any executive based on the Compensation Committee’s assessment of such executive’s overall performance. Accordingly, the AIP bonus awards paid to our NEOs for 2023 performance were approved on February 29, 2024 at a level equal to 90% of their target bonus. (5)All of our employees, including our NEOs, are eligible to participate in our 401(k) plan. The amounts shown during the applicable year for each NEO reflect matching contributions made to each of our NEOs in the applicable year to our 401(k) plans applicable to all employees and as described elsewhere in this proxy statement. (6)Ms. Powell’s 2023 Total compensation excluding the value of the $6,426,109 one-time SVA PSU would have been $7,324,075; included in the Stock Awards column and thus the Total column is a fair-value assessment at the time of the grant for the SVA PSU. This SVA PSU has rigorous stock price appreciation and cash generation requirements and will only have value if the Company achieves both (i) a stock price of at least $45 per share and (b) Cash Generation per diluted share of at least $2.00. If both requirements are not met, the SVA PSU has zero realizable value for Ms. Powell. Please see the section titled “Pay-for-Performance and Stockholder Alignment” for information regarding her realizable pay compared with recent stock price performance. (7)Ms. Powell was awarded a $500,000 bonus in 2022 related to her performance in 2021. This $500,000 bonus is included in the $1,500,000 reported in the Bonus column for 2021. She did not receive an additional bonus for her performance in 2022. (8)Mr. Dickson’s 2023 Total compensation excluding the value of the one-time Stockholder Vision Alignment PSU would have been $4,980,526; included in the Stock Awards column is a fair-value assessment at the time of the grant for the SVA PSU. This award has rigorous stock price appreciation and cash generation requirements and will only have value if the Company achieves both (i) a stock price of at least $45 per share and (b) Cash Generation per diluted share of at least $2.00. If both requirements are not met, the SVA PSU has zero realizable value for Mr. Dickson. Please see the section titled “Pay-for-Performance and Stockholder Alignment” for information regarding his realizable pay compared with recent stock price performance. (9)Mr. Abajian’s 2023 Total compensation excluding the value of the one-time SVA PSU would have been $4,480,526; included in the Stock Awards column is a fair-value assessment at the time of the grant for the SVA PSU. This award has rigorous stock price appreciation and cash generation requirements and will only have value if the Company achieves both (i) a stock price of at least $45 per share and (b) Cash Generation per diluted share of at least $2.00. If both requirements are not met, the SVA PSU has zero realizable value for Mr. Abajian. Please see the section titled “Pay-for-Performance and Stockholder Alignment” for information regarding his realizable pay compared with recent stock price performance. (10)Ms. Steele’s 2023 Total compensation excluding the value of the one-time Stockholder Vision Alignment PSU would have been $2,939,713; included in the Stock Awards column is a fair-value assessment at the time of the grant for the Stockholder Vision Alignment PSU. This award has rigorous stock price appreciation and cash generation requirements and will only have value if the Company achieves both (i) a stock price of at least $45 per share and (b) Cash Generation per diluted share of at least $2.00. If both requirements are not met, the SVA PSU has zero realizable value for Ms. Steele. Please see the section titled “Pay-for-Performance and Stockholder Alignment” for information regarding her realizable pay compared with recent stock price performance. (11)Mr. Fenster transitioned from his position as a full-time employee of the Company to part-time employment status and ceased to be an “executive officer” as defined in the Exchange Act, effective March 1, 2023.

  99. Summary Compensation Table - Fiscal Year 2023, 2022, and 2021

    | Sunrun Inc. — 2024 Proxy Statement | 62 |

  100. Grants of Plan-Based Awards in Fiscal Year 2023

    Grants of Plan-Based Awards in Fiscal Year 2023 The following table presents, for each of our NEOs, information concerning grants of plan-based awards made during fiscal 2023. This information supplements the information about these awards set forth in the Summary Compensation Table.

  101. Grants of Plan-Based Awards in Fiscal Year 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future 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)($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mary Powell | — | 637,500 | 1,275,000 | 1,912,500 | — | — | — | — | — | | RSUs | 4/10/2023 | — | — | — | | | | 200,339 | 3,850,516 | | PSUs(4) | 4/10/2023 | — | — | — | 16,695 | 33,389 | 66,778 | | 832,388 | | PSUs(5) | 4/10/2023 | — | — | — | 16,695 | 33,389 | 66,778 | | 641,737 | | PSUs(6) | 8/29/2023 | — | — | — | 118,127 | 472,508 | 1,417,524 | | 6,426,109 | | Paul Dickson | — | 204,000 | 408,000 | 612,000 | — | — | — | — | — | | RSUs | 4/10/2023 | — | — | — | | | | 136,595 | 2,625,356 | | PSUs(4) | 4/10/2023 | — | — | — | 11,383 | 22,765 | 45,530 | | 567,531 | | PSUs(5) | 4/10/2023 | — | — | — | 11,383 | 22,765 | 45,530 | | 437,543 | | PSUs(6) | 8/29/2023 | — | — | — | 53,694 | 214,776 | 644,328 | | 2,920,954 | | Danny Abajian | — | 204,000 | 408,000 | 612,000 | — | — | — | — | — | | RSUs | 4/10/2023 | — | — | — | | | | 136,595 | 2,625,356 | | PSUs(4) | 4/10/2023 | — | — | — | 11,383 | 22,765 | 45,530 | | 567,531 | | PSUs(5) | 4/10/2023 | — | — | — | 11,383 | 22,765 | 45,530 | | 437,543 | | PSUs(6) | 8/29/2023 | — | — | — | 53,694 | 214,776 | 644,328 | | 2,920,954 | | Jeanna Steele | — | 168,750 | 337,500 | 506,250 | — | — | — | — | — | | RSUs | 4/10/2023 | — | — | — | | | | 81,957 | 1,575,214 | | PSUs(4) | 4/10/2023 | — | — | — | 6,830 | 13,659 | 27,318 | | 340,519 | | PSUs(5) | 4/10/2023 | — | — | — | 6,830 | 13,659 | 27,318 | | 262,526 | | PSUs(6) | 8/29/2023 | — | — | — | 32,216 | 128,865 | 386,595 | | 1,752,564 |

  102. Grants of Plan-Based Awards in Fiscal Year 2023

    __________________ (1)The amounts reported relate to cash incentive compensation opportunities under our Annual Incentive Plan. The actual amounts paid to our NEOs are set forth in the "Summary Compensation Table" above, and the calculation of the actual amounts paid is discussed more fully in "Executive Compensation - Compensation Discussion and Analysis - Annual Incentive Plan Awards" above. (2)The amounts reported relate to TSR PSUs, NEA PSUs, and SVA PSUs for Mses. Powell and Steele and Messrs. Abajian and Dickson. TSR PSUs and NEA PSUs are reported at (i) threshold assuming 50% achievement, (ii) target assuming 100% achievement, and (iii) maximum assuming 200% achievement. SVA PSUs are reported at (i) threshold assuming 25% achievement, (ii) target assuming 100% achievement, and (iii) maximum assuming 300% achievement. Actual performance vesting will be determined based on achievement of the performance-based vesting conditions for the TSR PSUs, and based on achievement of the performance-based and time-based vesting conditions for the NEA PSUs and the SVA PSUs. PSUs are described more fully in the section titled “Compensation Discussion and Analysis—Equity Awards—PSU Awards.” (3)The amounts reported represent the grant date fair value of the stock or option awards, as applicable, granted to the NEOs during 2023 as computed in accordance with ASC 718. Note that the amounts reported in the column reflect the accounting cost for these stock or option awards, as applicable, and do not correspond to the actual economic value that may be received by the NEOs from the stock or option awards, as applicable. (4)Inclusive of TSR PSU award that was granted with the intent to further drive and accelerate Company performance. (5)Inclusive of NEA PSU award that was granted with the intent to align the interests of our executives with our stockholders, reward and incentivize performance, retain talent, and provide a focus on creating long-term stockholder value through a multi-year vesting schedule.

  103. Grants of Plan-Based Awards in Fiscal Year 2023

    | Sunrun Inc. — 2024 Proxy Statement | 63 |

  104. Grants of Plan-Based Awards in Fiscal Year 2023

    (6)Inclusive of SVA PSU award that was granted with the intent to incentivize cash generation and stock appreciation, as well as further align the interests of our executives with our stockholders, retain talent, and provide a focus on creating long-term stockholder value through a multi-year vesting schedule.

  105. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding outstanding equity awards held by our NEOs at December 31, 2023.

  106. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(25) ($) | 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 ($) | | Mary Powell | 8/31/2021(1) | 43,337 | 30,957 | 44.25 | 8/30/2031 | — | — | — | — | | | 8/31/2021(2) | — | — | — | — | 13,650 | 267,950 | 27,715 | 544,045 | | | 8/31/2021(3) | — | — | — | — | 9,049 | 177,632 | — | — | | | 8/31/2021(3) | — | — | — | — | 18,098 | 355,264 | — | — | | | 3/7/2022(4) | 64,565 | 83,014 | 27.92 | 3/6/2032 | — | — | — | — | | | 3/7/2022(5) | — | — | — | — | 57,305 | 1,124,897 | — | — | | | 5/6/2022(6) | — | — | — | — | 24,020 | 471,513 | — | — | | | 4/10/2023(7) | — | — | — | — | — | — | 33,389 | 655,426 | | | 4/10/2023(8) | — | — | — | — | 200,339 | 3,932,655 | | | | | 8/29/2023(9) | — | — | — | — | — | — | 118,127 | 2,318,833 | | Paul Dickson | 10/2/2017(10) | 6,666 | — | 6.28 | 10/1/2027 | — | — | — | — | | | 9/26/2018(10) | 10,708 | — | 9.46 | 9/25/2028 | — | — | — | — | | | 9/12/2019(10) | 12,602 | — | 13.44 | 9/11/2029 | — | — | — | — | | | 6/1/2020(10) | 25,091 | — | 14.93 | 5/31/2030 | — | — | — | — | | | 9/8/2020(10) | 4,360 | — | 51.44 | 9/7/2030 | — | — | — | — | | | 10/21/2020(10) | 16,996 | — | 56.82 | 10/20/2030 | — | — | — | — | | | 7/7/2021(13) | 8,607 | 4,305 | 53.69 | 7/6/2031 | — | — | — | — | | | 7/7/2021(14) | — | — | — | — | 3,075 | 60,362 | — | — | | | 12/6/2021(19) | 28,641 | 28,642 | 40.35 | 12/5/2031 | — | — | — | — | | | 12/6/2021(2) | — | — | — | — | 3,291 | 64,602 | 6,581 | 129,185 | | | 12/6/2021(20) | — | — | — | — | 13,163 | 258,390 | — | — | | | 3/7/2022(4) | 38,739 | 49,808 | 27.92 | 3/6/2032 | — | — | — | — | | | 3/7/2022(5) | — | — | — | — | 34,383 | 674,938 | — | — | | | 5/6/2022(6) | — | — | — | — | 18,015 | 353,634 | — | — | | | 4/10/2023(7) | — | — | — | — | — | — | 22,765 | 446,877 | | | 4/10/2023(8) | — | — | — | — | 136,595 | 2,681,360 | | | | | 8/29/2023(9) | — | — | — | — | — | — | 53,694 | 1,054,013 |

  107. Outstanding Equity Awards at Fiscal Year-End

    | Sunrun Inc. — 2024 Proxy Statement | 66 |

  108. Outstanding Equity Awards at Fiscal Year-End

    | Danny Abajian | 4/30/2015(10) | 10,750 | — | 9.17 | 4/29/2025 | — | — | — | — | | | 5/05/2016(10) | 4,108 | — | 7.27 | 5/4/2026 | — | — | — | — | | | 3/20/2018(10) | 18,907 | — | 8.05 | 3/19/2028 | — | — | — | — | | | 3/14/2019(10) | 10,554 | — | 14.57 | 3/13/2029 | — | — | — | — | | | 8/2/2019(10) | 35,000 | — | 19.49 | 8/1/2029 | — | — | — | — | | | 3/30/2020(11) | 23,119 | 1,542 | 9.81 | 3/29/2030 | — | — | — | — | | | 3/30/2020(12) | — | — | — | — | 804 | 15,783 | — | — | | | 6/7/2021(13) | 9,262 | 4,632 | 43.51 | 6/6/2031 | — | — | — | — | | | 6/7/2021(14) | — | — | — | — | 2,896 | 56,848 | — | — | | | 4/6/2022(15) | 5,287 | 7,403 | 28.80 | 4/5/2032 | — | — | — | — | | | 4/6/2022(16) | — | — | — | — | 4,803 | 94,283 | — | — | | | 6/10/2022(17) | 34,764 | 57,943 | 25.84 | 6/9/2032 | — | — | — | — | | | 6/10/2022(2) | — | — | — | — | 10,554 | 207,175 | 21,428 | 420,632 | | | 6/10/2022(6) | — | — | — | — | 19,989 | 392,384 | — | — | | | 6/10/2022(18) | — | — | — | — | 39,979 | 784,788 | — | — | | | 4/10/2023(7) | — | — | — | — | — | — | 22,765 | 446,877 | | | 4/10/2023(8) | — | — | — | — | 136,595 | 2,681,360 | | | | | 8/29/2023(9) | — | — | — | — | — | — | 53,694 | 1,054,013 | | Jeanna Steele | 3/20/2018(10) | 5,626 | — | 8.05 | 3/19/2028 | — | — | — | — | | | 6/15/2018(10) | 8,813 | | 13.63 | 6/14/2028 | | | | | | | 3/14/2019(10) | 17,987 | — | 14.57 | 3/13/2029 | — | — | — | — | | | 3/30/2020(21) | 27,743 | 3,084 | 9.81 | 3/29/2030 | — | — | — | — | | | 3/30/2020(22) | — | — | — | — | 1,608 | 31,565 | — | — | | | 3/4/2021(23) | 12,832 | 5,834 | 53.42 | 3/3/2031 | — | — | — | — | | | 3/4/2021(2) | — | — | — | — | 2,780 | 54,571 | 5,644 | 110,792 | | | 3/4/2021(24) | — | — | — | — | 3,364 | 66,035 | — | — | | | 12/6/2021(19) | 20,457 | 20,459 | 40.35 | 12/5/2031 | — | — | — | — | | | 12/6/2021(20) | — | — | — | — | 9,402 | 184,561 | — | — | | | 3/7/2022(4) | 25,825 | 33,206 | 27.92 | 3/6/2032 | — | — | — | — | | | 3/7/2022(5) | — | — | — | — | 22,922 | 449,959 | — | — | | | 5/6/2022(6) | — | — | — | — | 18,015 | 353,634 | — | — | | | 4/10/2023(7) | — | — | — | — | — | — | 13,659 | 268,126 | | | 4/10/2023(8) | — | — | — | — | 81,957 | 1,608,816 | | | | | 8/29/2023(9) | — | — | — | — | — | — | 32,216 | 632,400 | | Edward Fenster (26) | 4/11/2014(10) | 230,988 | — | 5.88 | 4/10/2024 | — | — | — | — | | | 2/11/2016(10) | 550,600 | — | 5.08 | 2/10/2026 | — | — | — | — | | | 3/15/2017(10) | 104,000 | — | 5.00 | 3/14/2027 | — | — | — | — | | | 3/14/2019(10) | 187,981 | — | 14.57 | 3/13/2029 | — | — | — | — | | | 3/30/2020(21) | 137,982 | 9,636 | 9.81 | 3/29/2030 | — | — | — | — | | | 3/30/2020(22) | — | — | — | — | 5,025 | 98,641 | — | — | | | 3/4/2021(23) | 27,897 | 12,681 | 53.42 | 3/3/2031 | — | — | — | — | | | 3/4/2021(2) | — | — | — | — | 5,405 | 106,100 | 10,975 | 215,439 | | | 3/4/2021(24) | — | — | — | — | 7,313 | 143,554 | — | — | | | 3/7/2022(4) | 32,282 | 41,507 | 27.92 | 3/6/2032 | — | — | — | — | | | 3/7/2022(5) | — | — | — | — | 28,653 | 562,458 | — | — |

  109. Outstanding Equity Awards at Fiscal Year-End

    ____________________ (1)Twenty-five percent of the shares subject to the option vested on August 31, 2022, and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change-in-Control” section of this proxy statement. (2)The TVG PSUs vest in accordance with the performance-based vesting conditions described in “Compensation Discussion and Analysis—Equity Awards—PSU Awards” above. Based on performance during the last completed fiscal year, the number of shares subject to each NEO’s Total Value Generated PSU award assumes maximum achievement based on actual performance during 2023.

  110. Outstanding Equity Awards at Fiscal Year-End

    | Sunrun Inc. — 2024 Proxy Statement | 67 |

  111. Outstanding Equity Awards at Fiscal Year-End

    (3)The RSUs vest over four years. Twenty-five percent of the RSUs vested on August 31, 2022, and the remaining RSUs vest in equal quarterly installments thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change-in-Control” section of this proxy statement. (4)Twenty-five percent of the shares subject to the option vested on March 6, 2023, and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change-in-Control” section of this proxy statement. (5)The RSUs vest over four years. Twenty-five percent of the RSUs vested on March 6, 2023, and the remaining RSUs vest in equal quarterly installments thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change-in-Control” section of this proxy statement. (6)The Net Subscriber Value (“NSV”) PSUs will vest in accordance with the performance-based vesting conditions described in “Compensation Discussion and Analysis—Equity Awards—PSU Awards” above. The number of shares subject to each NEO’s NSV PSU award assumes maximum achievement based on actual performance during 2023. (7)The TSR PSUs will vest in accordance with the performance-based vesting conditions described in “Compensation Discussion and Analysis - Equity Awards - PSU Awards” above. The number of shares subject to each NEO's TSR PSU award assumes target achievement based on actual performance during 2023. (8)The RSUs vest over four years. Twenty-five percent of the RSUs vest on April 6, 2024, and the remaining RSUs vest in equal quarterly installments thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change-in-Control” section of this proxy statement. (9)The SVA PSUs will vest in accordance with the performance-based vesting conditions described in "Compensation Discussion and Analysis - Equity Awards - PSU Awards" above. The number of shares subject to each NEO's SVA PSU award assumes threshold achievement based on actual performance during 2023. (10)The stock option is fully vested and immediately exercisable. (11)Twenty-five percent of the shares subject to the option vested on March 16, 2021, and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change-in-Control” section of this proxy statement. (12) The RSUs vest over four years. Twenty-five percent of the RSUs vested on March 16, 2021, and the remaining RSUs vest in equal quarterly installments thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change-in-Control” section of this proxy statement. (13)Twenty-five percent of the shares subject to the option vested on April 6, 2022, and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change-in-Control” section of this proxy statement. (14)The RSUs vest over four years. Twenty-five percent of the RSUs vested on April 6, 2022, and the remaining RSUs vest in equal quarterly installments thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change-in-Control” section of this proxy statement. (15)Twenty-five percent of the shares subject to the option vested on April 6, 2023, and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change-in-Control” section of this proxy statement. (16)The RSUs vest over four years. Twenty-five percent of the RSUs vested on April 6, 2023, and the remaining RSUs vest in equal quarterly installments thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change-in-Control” section of this proxy statement. (17)Twenty-five percent of the shares subject to the option vested on June 6, 2023, and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change-in-Control” section of this proxy statement. (18)The RSUs vest over four years. Twenty-five percent of the RSUs vested on June 6, 2023, and the remaining RSUs vest in equal quarterly installments thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change-in-Control” section of this proxy statement. (19)Twenty-five percent of the shares subject to the option vested on December 6, 2022, and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change-in-Control” section of this proxy statement. (20)The RSUs vest over four years. Twenty-five percent of the RSUs vested on December 6, 2022, and the remaining RSUs vest in equal quarterly installments thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change-in-Control” section of this proxy statement. (21)Twenty-five percent of the shares subject to the option vested on March 17, 2021, and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change-in-Control” section of this proxy statement.

  112. Outstanding Equity Awards at Fiscal Year-End

    | Sunrun Inc. — 2024 Proxy Statement | 68 |

  113. Outstanding Equity Awards at Fiscal Year-End

    (22)The RSUs vest over four years. Twenty-five percent of the RSUs vested on March 17, 2021, and the remaining RSUs vest in equal quarterly installments thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change-in-Control” section of this proxy statement. (23)Twenty-five percent of the shares subject to the option vested on March 6, 2022, and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change-in-Control” section of this proxy statement. (24)The RSUs vest over four years. Twenty-five percent of the RSUs vested on March 6, 2022, and the remaining RSUs vest in equal quarterly installments thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change-in-Control” section of this proxy statement. (25)This column represents the market value of the shares underlying the RSUs (including PSUs that are no longer subject to performance based conditions) as of December 31, 2023, based on the closing price of our common stock, as reported on Nasdaq, of $19.63 per share on December 31, 2023. (26)Mr. Fenster transitioned from his position as a full-time employee of the Company to part-time employment status and ceased to be an “executive officer” as defined in the Exchange Act, effective March 1, 2023.

  114. Outstanding Equity Awards at Fiscal Year-End

    | Sunrun Inc. — 2024 Proxy Statement | 69 |

  115. Option Exercises and Stock Vested in Fiscal 2023

    Option Exercises and Stock Vested in Fiscal 2023 The following table sets forth the number of shares acquired and the value realized upon the exercise of stock options and the vesting of RSUs during fiscal year 2023 by each of our NEOs.

  116. Option Exercises and Stock Vested in Fiscal 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1)($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2)($) | | Mary Powell | — | — | 84,099 | 1,844,358 | | Paul Dickson | — | — | 56,675 | 1,275,085 | | Danny Abajian | — | — | 52,668 | 1,077,893 | | Jeanna Steele | — | — | 51,304 | 1,122,496 | | Edward Fenster(3) | 450,465 | 6,686,724 | 54,887 | 1,061,625 |

  117. Option Exercises and Stock Vested in Fiscal 2023

    (1)The value realized on exercise is pre-tax and represents the difference between the market price of the shares of the our common stock underlying the options when exercised and the applicable exercise price. (2)The value realized on vesting is calculated by multiplying the number of shares of stock by the market value of the underlying shares on the applicable vesting date. (3)Mr. Fenster transitioned from his position as a full-time employee of the Company to part-time employment status and ceased to be an “executive officer” as defined in the Exchange Act, effective March 1, 2023.

  118. Option Exercises and Stock Vested in Fiscal 2023

    | Sunrun Inc. — 2024 Proxy Statement | 70 |

  119. Potential Payments upon Termination or Change-in-Control

    Potential Payments upon Termination or Change-in-Control The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described below for each of our NEOs. Payments and benefits are estimated assuming that the triggering event took place on the last day of fiscal year 2023 (December 31, 2023), and the price per share of our common stock was the closing price as of that date ($19.63 per share). These payments and benefits are in addition to benefits available generally to our salaried employees, such as distributions under Sunrun’s 401(k) plan. There can be no assurance that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, or if any other assumption used to estimate the potential payments and benefits is different.

  120. Potential Payments upon Termination or Change-in-Control

    | Name | Termination Without Cause or Resignation for Good Reason(1)($) | Termination Without Cause or Resignation for Good Reason in Connection with a Change-in-Control(2)($) | | Mary Powell | | | | Cash severance payments | 1,623,470 | 3,187,500 | | Continued health coverage | 17,534 | 26,301 | | Accelerated vesting(2) | 3,764,692 | 7,529,382 | | Total: | 5,405,696 | 10,743,183 | | Paul Dickson | | | | Cash severance payments | 655,622 | 1,083,994 | | Continued health coverage | 11,451 | 22,902 | | Accelerated vesting(2) | 2,334,675 | 4,669,348 | | Total: | 3,001,748 | 5,776,244 | | Danny Abajian | | | | Cash severance payments | 619,677 | 888,000 | | Continued health coverage | 12,546 | 25,092 | | Accelerated vesting(2) | 2,557,637 | 5,115,272 | | Total: | 3,189,860 | 6,028,364 | | Jeanna Steele | | | | Cash severance payments | 500,964 | 787,500 | | Continued health coverage | — | — | | Accelerated vesting(2) | 1,579,173 | 3,158,344 | | Total: | 2,080,136 | 3,945,844 | | Edward Fenster(4) | | | | Cash severance payments | 659,662 | 412,500 | | Continued health coverage | — | — | | Accelerated vesting(2) | 610,410 | 1,220,818 | | Total: | 1,270,072 | 1,633,318 |

  121. Potential Payments upon Termination or Change-in-Control

    (1)Any cash severance payments payable under our Severance Plan (applicable to Mses. Powell and Steele and Messrs. Abajian, Dickson, and Fenster) in connection with a termination without cause or good reason resignation not related to a change in control are generally paid over

  122. Potential Payments upon Termination or Change-in-Control

    | Sunrun Inc. — 2024 Proxy Statement | 71 |

  123. Potential Payments upon Termination or Change-in-Control

    the applicable severance benefit period, which is 12 months for Ms. Powell and Mr. Fenster and six months for Ms. Steele and Messrs. Abajian and Dickson, unless the Company elects in its discretion to pay such amounts in a single lump sum. Any cash severance benefits payable under our Severance Plan in connection with a change in control related termination are paid in a single lump sum. In order to receive the severance benefits, the NEO must sign and not revoke a release of claims in our favor within the timeframe set forth in the Severance Plan. (2)These amounts are inclusive of awarded Net Subscriber Value PSUs, Total Value Generated PSUs, Relative Total Shareholder Return PSUs, and Stockholder Vision Alignment PSUs. PSUs are assumed accelerated at 50% attainment under a “Termination Without Cause or Resignation for Good Reason” triggering event in accordance with the Severance Plan, which results in acceleration valued at 50% of the achievement target for Net Subscriber Value PSUs, and 0% for Total Value Generated PSUs. PSUs are assumed accelerated at 100% attainment under a “Termination Without Cause or Resignation for Good Reason in Connection with a Change-in-Control” triggering event in accordance with our Severance Plan. The Net Subscriber Value Goal in connection with the Net Subscriber Value PSUs was attained at 125% based on actual performance during 2023. (3)Under our Severance Plan, Ms. Steele is eligible to receive continued health coverage; however, in 2023, she did not elect to obtain health coverage through the Company. (4)Mr. Fenster transitioned from his position as a full-time employee of the Company to part-time employment status and ceased to be an “executive officer” as defined in the Exchange Act, effective March 1, 2023. Severance Plan We adopted the Severance Plan, which is applicable to our executive officers and certain other key employees. Under the plan, for the period from three months prior to until 12 months following a change in control (“change in control period”) if any plan participant is terminated for any reason other than cause, death or disability or a plan participant voluntarily resigns for good reason, the plan participant would be entitled to receive severance benefits. All of our NEOs are plan participants. Upon the occurrence of such an event, Ms. Powell and Mr. Fenster are each entitled to receive the following severance benefits: (i) a lump sum cash amount equal to 18 months of his or her then current annual base salary, (ii) a lump sum cash amount equal to 150% of his or her target bonus amount for the fiscal year of termination, (iii) reimbursement of continued health coverage under COBRA or taxable lump sum payment in lieu of reimbursement, as applicable, for a period of 18 months following termination, and (iv) all unvested equity awards held by the plan participant immediately prior to such termination will become vested and exercisable in full (with the vesting of any equity awards subject to performance vesting accelerated assuming the performance criteria had been achieved at 100%). Upon the occurrence of the same such event, Ms. Steele and Messrs. Abajian, and Dickson are each entitled to receive the following severance benefits: (i) a lump sum cash amount equal to 12 months of his or her then current annual base salary, (ii) a lump sum cash amount equal to 100% of his or her target bonus amount for the fiscal year of termination, (iii) reimbursement of continued health coverage under COBRA or taxable lump sum payment in lieu of reimbursement, as applicable, for a period of 12 months following termination, and (iv) all unvested equity awards held by the plan participant immediately prior to such termination will become vested and exercisable in full (with the vesting of any equity awards subject to performance vesting accelerated assuming the performance criteria had been achieved at 100%). Further, under the Severance Plan, if, outside the change in control period, any plan participant is terminated for any reason other than cause, death or disability or, in the case of certain plan participants (including our NEOs), a plan participant voluntarily resigns for good reason, the plan participant would be entitled to receive severance benefits. Upon the occurrence of such an event, Ms. Powell and Mr. Fenster are each entitled to receive the following: (i) continuing payments of his or her then current annual base salary for a period of 12 months following the termination date, (ii) a prorated amount of the average aggregate amount of the actual bonus payments paid to him or her during each of the two fiscal years immediately preceding the fiscal year of his or her termination date and payable over a period of 12 months following the termination date, (iii) reimbursement of continued health coverage under COBRA or taxable lump sum payment in lieu of reimbursement, as applicable, for a period of 12 months following termination, and (iv) 50% of all unvested equity awards held by such plan participant immediately prior to such termination will become vested and exercisable in full (with the vesting of any equity awards subject to performance vesting accelerated assuming the performance criteria had been achieved at 50%). Upon the occurrence of the same such an event, Ms. Steele and Messrs. Abajian, and Dickson are each entitled to receive the following: (i) continuing payments of his or her then current annual base salary for a period of six months following the termination date, (ii) a prorated amount of the average aggregate amount of the actual bonus payments paid to him or her during each of the two fiscal years immediately preceding the fiscal year of the termination date and payable over a period of six months following the termination date, (iii) reimbursement of continued health coverage under COBRA or taxable lump sum payment in lieu of reimbursement, as applicable, for a period of six months following termination, and (iv) 50% of all unvested equity awards held by the plan participant immediately prior to such termination will become vested and exercisable in full (with the vesting of any equity

  124. Potential Payments upon Termination or Change-in-Control

    | Sunrun Inc. — 2024 Proxy Statement | 72 |

  125. Potential Payments upon Termination or Change-in-Control

    awards subject to performance vesting, other than the Stockholder Vision Alignment PSUs, accelerated assuming the performance criteria had been met at 100% of target and then multiplying the number of shares representing that 100% of target amount by 50%had been achieved at 50%). Our Stockholder Vision Alignment PSUs have bespoke vesting acceleration provisions as further described above in the “PSU Awards” and “Severance and Change in Control Benefits” sections. In order to receive the severance benefits, our executive officers must sign and not revoke a release of claims in our favor within a specified timeframe.

  126. Pay Versus Performance

    Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and NEO pay. For additional information about our pay-for-performance philosophy and how we align executive compensation with Company performance, refer to the "Compensation Discussion and Analysis" section above. The following table reports the compensation of our Principal Executive Officer (“PEO”) or Chief Executive Officer and the average compensation of the other non-PEO NEOs as reported in the Summary Compensation Table for the past four fiscal years, as well as Compensation Actually Paid (“CAP”) as calculated under new SEC Pay Versus Performance (PVP) disclosure requirements and certain performance measures required by the rules. The disclosure covers our four most-recent fiscal years, which will expand next year to a rolling five years. Dollar amounts reported as CAP are computed in accordance with Item 402(v) of Regulation S-K, and our Board believes that it is important to recognize that these amounts resulting from the calculation methodology required by the SEC, differ from the actual amount of compensation earned by or paid to our PEO and NEOs during the applicable years.

  127. Pay Versus Performance

    | Year (a) | Summary Compensation Table Total for PEO($)(1) | | Compensation Actually Paid to PEO($)(3) | | Average Summary Compensation Table Total for Non-PEO NEOs(4)($) (f) | Average Compensation Actually Paid to Non-PEO NEOs(5)($) (g) | Value of Initial Fixed $100 Investment Based On:(6) | | Net Income (loss)(7)($) (j) | | | Ms. Powell(2) (b) | Ms. Jurich (c) | Ms. Powell (d) | Ms. Jurich (e) | | | Total Shareholder Return($) (h) | Peer Group Total Shareholder Return($) (i) | | | 2023 | 13,750,184 | — | 8,003,826 | — | 5,084,004 | 2,940,571 | 142 | 174 | (1,604,497,000) | | 2022 | 8,340,158 | — | 6,595,785 | — | 4,466,331 | 1,928,957 | 174 | 237 | 173,377,000 | | 2021 | 8,886,753 | 9,088,801 | 7,416,257 | (5,630,059) | 4,428,242 | (2,905,641) | 248 | 250 | (79,423,000) | | 2020 | — | 5,202,993 | — | 38,530,760 | 3,578,839 | 18,091,399 | 502 | 334 | (173,394,000) |

  128. Pay Versus Performance

    (1)The dollar amounts reported in columns (b) and (c) are the amounts of total compensation reported for Ms. Powell and Ms. Jurich, respectively, for each corresponding year in the “Total” column of the Summary Compensation Table. Ms. Jurich served as our Chief Executive Officer in 2020 and in 2021 until August 31, 2021, when Ms. Powell commenced service as our Chief Executive Officer. (2)The amount for Ms. Powell in 2021 includes $230,736 of her compensation for her service as a non-employee member of the Board prior to becoming a PEO. (3)The dollar amounts reported in columns (d) and (e) represent the amount of CAP for Ms. Powell and Ms. Jurich, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total reported compensation for each year to determine the CAP:

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  130. Pay Versus Performance

    | Average for PEO | 2023 | 2022 | 2021 | | 2020 | | | PEO | Ms. Powell | Ms. Powell | Ms. Powell | Ms. Jurich | Ms. Powell | Ms. Jurich | | Summary Compensation Table ("SCT") Derived Total for PEO (columns (b) and (c), as applicable) | 13,750,184 | 8,340,158 | 8,886,753 | 9,088,801 | — | 5,202,993 | | Deduct: aggregate change in actuarial present value of pension benefits | ― | — | — | — | — | — | | Add: service cost of pension benefits | ― | — | — | — | — | — | | Add: prior service cost of pension benefits | ― | — | — | — | — | — | | Deduct: SCT “Stock Awards” column value | 11,750,750 | 3,743,992 | 4,575,981 | 5,999,973 | — | 2,212,254 | | Deduct: SCT “Option Awards” column value | ― | 2,499,811 | 2,000,403 | 2,000,119 | — | 1,275,782 | | Add: year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end | 7,164,426 | 5,142,324 | 5,099,331 | 3,808,596 | — | 18,363,635 | | Add / Deduct: year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | (833,983) | (1,169,682) | — | (8,298,444) | — | 11,352,376 | | Add: vesting date fair value of equity awards granted and vested in the covered year | ― | 561,804 | — | 1,284,158 | — | 950,433 | | Add / Deduct: year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | (326,051) | (35,016) | 6,556 | (3,513,078) | — | 6,149,359 | | Deduct: fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | ― | — | — | — | — | — | | Add: dollar value of dividends/earnings paid on equity awards in the covered year | ― | — | — | — | — | — | | Add: excess fair value for equity award modifications | ― | — | — | — | — | — | | Compensation Actually Paid to PEO (columns (d) and (e), as applicable) | 8,003,826 | 6,595,785 | 7,416,257 | (5,630,059) | — | 38,530,760 |

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  132. Pay Versus Performance

    (4)The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s NEOs as a group (excluding our PEOs) in the “Total” column of the Summary Compensation Table in each applicable year. The following were our Non-PEO NEOs in 2023: Paul Dickson, Danny Abajian, Jeanna Steele, and Edward Fenster. The following were our Non-PEO NEOs in 2022: Edward Fenster, Paul Dickson, Tom vonReichbauer (who ceased to serve as Chief Financial Officer and an executive officer of the Company as of May 30, 2022), and Danny Abajian (who commenced service as our Chief Financial Officer and an executive officer of the Company on May 30, 2022), and Jeanna Steele. The following were our Non-PEO NEOs in 2021: Edward Fenster, Tom vonReichbauer, Chris Dawson, and Jeanna Steele. The following were our Non-PEO NEOs in 2020: Edward Fenster, David Bywater, Bob Komin (who ceased to serve as our Chief Financial Officer and an executive officer of the Company as of May 11, 2020), Tom vonReichbauer (who commenced service as our Chief Financial Officer and an executive officer of the Company on May 11, 2020), and Chris Dawson. (5)The dollar amounts reported in column (g) represent the average amount of CAP to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total reported compensation for the Non-PEO NEOs as a group for each year to determine the CAP, using the same methodology described above in Note 3:

  133. Pay Versus Performance

    | Average for Non-PEO NEOs | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table ("SCT") Derived Total for Non-PEO NEOs (f) | 5,084,004 | 4,466,331 | 4,428,242 | 3,578,839 | | Deduct: aggregate change in actuarial present value of pension benefits | ― | — | — | — | | Add: service cost of pension benefits | ― | — | — | — | | Add: prior service cost of pension benefits | ― | — | — | — | | Deduct: SCT “Stock Awards” column value | 4,258,398 | 2,169,903 | 2,355,219 | 1,618,223 | | Deduct: SCT “Option Awards” column value | ― | 1,394,991 | 1,293,790 | 1,248,575 | | Add: year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end | 2,835,688 | 3,047,130 | 1,412,372 | 7,895,798 | | Add / Deduct: year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | (443,054) | (667,844) | (2,850,558) | 5,594,119 | | Add: vesting date fair value of equity awards granted and vested in the covered year | ― | 436,746 | 333,490 | 544,946 | | Add / Deduct: year-over-year change in fair value of equity awards granted in prior years that vested in the covered year | (277,669) | (307,054) | (2,580,179) | 3,344,494 | | Deduct: fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year | ― | — | — | — | | Add: dollar value of dividends/earnings paid on equity awards in the covered year | ― | — | — | — | | Subtract: Forfeited awards during covered fiscal year | ― | (1,481,457) | — | — | | Add: excess fair value for equity award modifications | — | — | — | | | Compensation Actually Paid to Non-PEO NEOs (g) | 2,940,571 | 1,928,957 | (2,905,641) | 18,091,399 |

  134. Pay Versus Performance

    (6) Total Shareholder Return is calculated by dividing (a) the sum of the cumulative amount of dividends (if applicable) for the measurement period, assuming dividend (if applicable) reinvestment in the security, and the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The peer group used for this purpose is the Invesco Solar ETF (ticker symbol: TAN) (the “PvP Peer Group”) and the Total Shareholder Return is calculated using the methodology described herein. (7) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year.

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  136. Pay Versus Performance

    In 2020, 2021, 2022 and 2023, we did not use any GAAP-derived financial performance measures used to link CAP to NEOs during the applicable fiscal years to our performance. As a result, there are no such measures identified and no table listing the financial performance measures believed to represent the most important financial performance measures used to link compensation actually paid to our NEOs for 2023 to our performance.

  137. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. The first graph below illustrates the relationship between Company TSR and that of the PvP Peer Group and the PEO CAP and Average Non-PEO NEOs CAP. The second graph below illustrates the relationship between Net Income (loss) and PEO CAP and Average Non-PEO NEOs CAP. As noted above, CAP for purposes of the tabular disclosure and the following graphs was calculated in accordance with SEC rules and does not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years. For purposes of 2021, we have aggregated the CAP of our PEOs. The below table indicates our 2023 Net Loss of $1.604 billion which consists largely of $1.2 billion non-cash goodwill impairment primarily driven by the write-down of the value of our Vivint Solar acquisition, due to the decrease in our stock price.

  138. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

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  139. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    All information provided above under the “Item 402(v) Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  140. Pay Ratio Disclosure

    Pay Ratio Disclosure We are providing below the ratio of the annual total compensation of our Chief Executive Officer, Mary Powell, to the annual total compensation of our median employee (excluding our Chief Executive Officer). For fiscal year 2023: •Ms. Powell’s annual total compensation in 2023 was $13,750,184; •The annual total compensation of our median employee was $78,123; and •The ratio of Ms. Powell’s annual total compensation to the annual total compensation of our median employee was 213 to 1. Without the one-time SVA PSU, the ratio of Ms. Powell’s annual total compensation to the annual total compensation of our median employee was 114 to 1. To identify our median employee, we took the following steps: •We selected December 31, 2023, the last day of our 2023 fiscal year, as the determination date for purposes of identifying our median employee. •We selected our median employee based on approximately 8,616 full-time and part-time W-2 workers who were employed as of the determination date. •We selected our median employee using a compensation measure of total Federal taxable W-2 earnings for fiscal year 2023 that consists of cash compensation (base salary, hourly wages, overtime pay, and quarterly and annual incentive compensation) and other taxable earnings. •We did not rely on the data privacy or de minimis exceptions pursuant to SEC rules. We also did not annualize compensation for any employees that were only employed for part of fiscal year 2023, nor did we use any cost-of-living adjustment. •All employees except for our Chief Executive Officer were ranked from lowest to highest with the median determined from this list. Once we identified our median employee, we determined that employee’s annual total compensation in the same manner that we calculate the total compensation of our Chief Executive Officer and other NEOs for purposes of the Summary Compensation Table. This annual total compensation amount for our median employee was then compared to the amount reported in the “Total” column for our Chief Executive Officer in the Fiscal 2023 Summary Compensation Table to determine the pay ratio. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. Because 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, 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.

  141. Pay Ratio Disclosure

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