DEF 14A of Sunrun Inc., Apr 29, 2025

DEF 14A of Sunrun Inc.

Filed Apr 29, 2025 · FY20240001469367-25-000094

Open on EDGAR

  1. Nominees for Director

    Nominees for Director

  2. Nominees for Director

    | | 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 September 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 | |

  3. Nominees for Director

    | | 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 August 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 | |

  4. Nominees for Director

    | Sunrun Inc. — 2025 Proxy Statement | 7 |

  5. Nominees for Director

    | | Mr. Trinta has served as a member of our Board since October 2024. Mr. Trinta was with Deloitte for 39 years including from March 1999 to May 2020, John held several executive positions at Deloitte including as the CEO of Deloitte Financial Advisory Services, Deputy CEO of Advisory Services, Partner in Charge of North America Financial Advisory Services, Deputy National Managing Partner in Charge of Tax Services. He also served on Deloitte’s US board of directors from 2003 to 2005. During his time at Deloitte, Mr. Trinta spearheaded Deloitte’s merger of Financial Advisory and Risk practices and co-lead Deloitte’s purchase and integration of various tax and advisory businesses. He holds a B.S. in Business Administration with a concentration in accounting from California State University Chico, and a M.S. in Taxation from Golden Gate University. Mr. Trinta was a CPA in various states and also serves on private company boards. Mr. Trinta was selected to serve on our Board because of his deep expertise in finance, accounting, risk and tax, along with his strong leadership and operational experience. | | John Trinta | | | Director | |

  6. Continuing Directors

    Continuing Directors

  7. 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 | |

  8. 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 | |

  9. Continuing Directors

    | Sunrun Inc. — 2025 Proxy Statement | 8 |

  10. Continuing Directors

    | | Ms. Powell has served as our Chief Executive Officer since August 2021 and as a member of our Board since February 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 to the 2024 TIME100 Climate List of Most Influential Leaders In Climate, Forbes’ 50 Sustainability Leaders 2024 list, Utility Dive’s 2019 Utility Executive of the Year, Fast Company’s 100 Most Creative People and Fast 50 Leaders in America lists, and the prestigious Rachel Carson Award for environmental impact. 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 and a member of the Board of Trustees of EDF Action, the advocacy partner of Environmental Defense Fund. 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 | |

  11. Continuing Directors

    | | 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 to 2015. She currently serves as the President and CEO of the Partnership for San Francisco, an initiative that brings together private sector expertise and resources to advance the standing of San Francisco as the world’s premier center for innovation. 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 | |

  12. Continuing Directors

    | Sunrun Inc. — 2025 Proxy Statement | 9 |

  13. Continuing Directors

    | | 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, smart energy, and digitalization solutions, and at Trilliant, a global provider of IoT and smart grid 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, NACD Cyber Risk Oversight-Certified, Digital Directors Network-Cybersecurity Certified, and has completed the Stanford Directors College and the Harvard Business School Audit and Compensation Committees courses. 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, technology product marketing, data, innovation, and global growth. | | Sonita Lontoh | | | Director | |

  14. Continuing Directors

    | Sunrun Inc. — 2025 Proxy Statement | 10 |

  15. Director Compensation

    Director Compensation Director Compensation Highlights •Emphasis on equity in the overall compensation mix. •Equity grants under a fixed-value annual grant policy with one-year vesting. •A robust stock ownership guideline set at five times the annual cash retainer to support stockholder alignment. •Stockholder-approved annual director compensation limit. •No performance awards, perquisites, or special benefits. •No meeting fees for regularly-scheduled meetings. Compensation Review Process Our non-employee directors are compensated for serving on our Board of Directors. We do not pay our employees who serve on our Board any additional compensation for Board membership.

  16. Director Compensation

    | Sunrun Inc. — 2025 Proxy Statement | 22 |

  17. Director Compensation

    Our Compensation Committee reviews our non-employee director compensation with the assistance of its compensation consultant, Meridian, that it has determined to be objective and independent. The Compensation Committee reviews such compensation annually, at a minimum, and recommends adjustments as appropriate. Our Compensation Committee believes, based in part on market data provided by Meridian and reviewed with our Compensation Committee, that a combination of cash and equity-based awards is the most effective and appropriate way to compensate our non-employee directors. As part of its periodic review process, both the cash and equity-based award elements are benchmarked by the Compensation Committee against our peer group to assess the overall market competitiveness of the director pay program and to align our directors’ interests with those of our stockholders. 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. In 2024, non-employee directors of the Board and its committees received the following cash compensation for their services: •$70,000 per year for service as a Board member; •$35,000 per year for service as the Lead Independent Director; •$25,000 per year for service as chair of the Audit Committee; •$20,000 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 payment. In addition, in the event that the Board or a 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 the next trading day, with the number of shares subject to the RSU award determined based on a specified dollar value and by the average Nasdaq closing price of the Company’s common stock during the thirty trading days prior to the grant date. Newly appointed or elected non-employee directors receive on the date of their initial appointment or election a prorated RSU grant for 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 of the year following the date of grant, subject to the non-employee director’s continued service on the Board through the vesting date. Under the amended and restated non-employee director pay policy, in 2024, our non-employee directors were each granted an annual RSU award having a value of $180,000 (or the applicable prorated value), as determined on the applicable date of grant. 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 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 (i.e., July 29, 2021). The only equity awards that count toward the requisite holding requirements of our SOGs are unvested time-based RSUs or

  18. Director Compensation

    | Sunrun Inc. — 2025 Proxy Statement | 23 |

  19. Director Compensation

    restricted stock directly owned by the director or held in trust, limited partnerships, or similar entities for the benefit of the director or his or her immediate family members. Unearned performance-based equity awards and unexercised options (if awarded) do not count towards the holding requirements. As of the end of 2024, all of our non-employee directors were in compliance with our SOGs for Non-Employee Directors. Director Compensation for Fiscal Year 2024 The following table sets forth a summary of the compensation awarded to our non-employee directors during our fiscal year ended December 31, 2024:

  20. Director Compensation

    | Non-Employee Director(1) | Fees Earned or Paid in Cash | Stock Awards(2) | Total | | Katherine August-deWilde(3) | $99,000 | $231,963 | $330,963 | | Leslie Dach(3) | $99,500 | $231,963 | $331,463 | | Alan Ferber(3) | $111,819 | $231,963 | $343,782 | | Sonita Lontoh(3) | $91,500 | $231,963 | $323,463 | | Gerald Risk(3)(4) | $106,181 | $231,963 | $338,144 | | Manjula Talreja(3)(5) | $94,450 | $231,963 | $326,413 | | John Trinta(3) | $— | $28,510 | $28,510 |

  21. Director Compensation

    The following table sets forth a summary of the compensation awarded to our employee directors who were not named executive officers during our fiscal year ended December 31, 2024:

  22. Director Compensation

    | Co-Executive Chair/Employee Director | Salary | Bonus | Stock Awards | Total | | Lynn Jurich(6) | $275,000 | $— | $— | $275,000 | | Ed Fenster(7) | $275,000 | $— | $— | $275,000 |

  23. Director Compensation

    1.During our fiscal year ended December 31, 2024, Ms. Powell was an employee of the Company and did not receive additional compensation for her service as director while she was an employee. See the section titled “Executive Compensation” for additional information about the compensation paid to Ms. Powell. 2.The amounts reported in this column represent the grant date fair value of the stock awards granted to the non-employee directors during 2024 as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 — Stock Compensation (“ASC 718”), which were granted on January 2, 2024. 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, 2024. The number of RSUs granted is determined based on the closing price of our common stock during the thirty trading days prior to the grant date. 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. While the target value of our annual director stock awards is $180,000, the grant date fair value of the stock awards on the date of grant was $19.46. Mr. Trinta was elected to the Board and Audit Committee in October 2024. As a result, he received a pro-rated Board payment and was granted a pro-rated stock award for his Board and Audit Committee service in 2024. The grant date fair value of the stock award on the date of grant for Mr. Trinta was $14.45. 3.Equity incentive awards outstanding as of December 31, 2024 for each non-employee director were as follows: (i) Ms. August-deWilde held 11,920 shares issuable pursuant to restricted stock units (“RSUs”) which fully vested on January 1, 2025, (ii) Mr. Dach held 11,920 shares issuable pursuant to RSUs which fully vested on January 1, 2025, (iii) Mr. Ferber held 11,920 shares issuable pursuant to RSUs which fully vested on January 1, 2025, (iv) Ms. Lontoh held 11,920 shares issuable pursuant to RSUs which fully vested on January 1, 2025, (v) Mr. Risk held 11,920 shares issuable pursuant to RSUs which fully vested on January 1, 2025 (vi) Ms. Talreja held 11,920 shares issuable pursuant to RSUs which fully vested on January 1, 2025, and (vii) Mr. Trinta held 1,973 shares issuable pursuant to RSUs which fully vested on January 1, 2025. 4.Mr. Risk resigned from the Board effective January 1, 2025. 5.Ms. Talreja resigned from the Board effective April 4, 2025.

  24. Director Compensation

    | Sunrun Inc. — 2025 Proxy Statement | 24 |

  25. Director Compensation

    6.Equity incentive awards outstanding as of December 31, 2024 for Ms. Jurich were 2,340 shares issuable pursuant to RSUs which will be fully vested on March 6, 2025, 6,367 shares issuable pursuant to RSUs which will be fully vested on March 6, 2026, and 25,084 shares issuable to PSUs which will be fully vested on March 6, 2026 and 901,063 stock options of which 4,059 shares are not yet vested and will be fully vested on March 1, 2025 and 9,224 shares are not yet vested and will be fully vested on March 6, 2026. During our fiscal year ended December 31, 2024, 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. 7.Equity incentive awards outstanding as of December 31, 2024 for Mr. Fenster were 1,463 shares issuable pursuant to RSUs which will be fully vested on March 6, 2025, 15,918 shares issuable pursuant to RSUs which will be fully vested March 6, 2026, and 10,975 shares issuable pursuant to PSUs which will be fully vested on March 1, 2026 and 1,028,859 stock options of which 2,537 shares are not yet vested and will be fully vested on March 6, 2025 and 23,060 shares are not yet vested and will be fully vested on March 6, 2026. During our fiscal year ended December 31, 2024, Mr. Fenster was a part-time employee of the Company and did not receive additional compensation for his service as a director while he was an employee.

  26. Director Compensation

    | Sunrun Inc. — 2025 Proxy Statement | 25 |

  27. 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 designed to enable us to attract and retain top executive talent; lead us successfully in a competitive market; based on principles that reflect a “pay-for-performance” philosophy; and strongly align with our stockholders’ interests. Furthermore, we have made significant progress in aligning our executive compensation program with market best practices. 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.”

  28. Compensation Discussion and Analysis

    | TABLE OF CONTENTS | | | | | Highlights of Key 2024 Compensation-Related Decisions | 28 | | Mary Powell | | Consideration of Say-on-Pay Vote and Stockholder Feedback | 32 | | Chief Executive Officer and Director | | Elements of Our 2024 Executive Compensation Program | 33 | | | | Base Salary | 33 | | Paul Dickson | | 2024 Annual Bonus Incentive Plan | 33 | | President and Chief Revenue Officer | | Equity Awards | 40 | | | | 2025 Compensation Philosophy | 41 | | Danny Abajian | | Benefits Programs and Perquisites | 41 | | Chief Financial Officer | | Severance and Change in Control Benefits | 42 | | | | Other Compensation Policies | 43 | | Jeanna Steele | | Compensation Governance | 44 | | Chief Legal Officer and Chief People Officer | | Compensation Setting Process | 45 | | | | Role of Management | 45 | | | | Role of Compensation Consultant | 46 | | | | Executive Compensation Peer Group | 46 | | | | Tax Considerations | 47 | | | | Compensation Committee Report | 47 | | |

  29. Highlights of Key 2024 Compensation-Related Decisions

    Data in the charts above includes target total direct compensation (base salary, target bonus, intended RSU grant, and PSU grant at target) for our NEOs. All other NEO data represents averages for each component. •Realized Pay Aligned with Performance: Our executive compensation program is designed to align pay with actual performance, ensuring a direct correlation between results and realized compensation for our NEOs. Given the significant portion of performance-based and/or “at-risk” long-term equity, the values reported in the Summary Compensation Table may differ substantially from the estimated realizable value ultimately received by our executives. In the graph above, Total Target Equity Compensation reflects the total grant date fair value of equity awards granted 2022 to 2024 and includes stock options, restricted stock units and performance-based stock units, but excludes the grant date fair value of the Stockholder Vision Alignment Grant, a one-time award that we do not consider as part of Ms. Powell’s ongoing annual target equity. In the graph above, Realized Equity Compensation reflects the value realized at vesting for restricted stock units, and performance-based stock units. The value realized on vesting is calculated by multiplying the number of shares of common stock by the fair market value of the underlying shares on the applicable vesting date. The performance-based stock units vested at 100% of target.

  30. Highlights of Key 2024 Compensation-Related Decisions

    The realized equity compensation for Ms. Powell for fiscal years 2022 through 2024 reflects a realization of approximately 25% of the target value. This outcome underscores the 'at-risk' nature of a significant portion of her compensation, demonstrating a direct correlation between compensation opportunities and company performance. This correlation serves to align our CEO’s interests with those of our stockholders, as her financial outcomes are directly contingent upon the creation of stockholder value. The substantial variance between targeted and realized compensation exemplifies the performance-based design of our executive compensation program, reinforcing our commitment to align a substantial portion of pay to long-term Company performance and reinforces pay-for-performance alignment. The total target equity compensation excludes all one-time awards. •Committing to Equity Grants Only within Our Annual Equity Incentive Program: Stockholder feedback was clear that while investors appreciate the design and incentives of our Stockholder Vision Alignment PSUs granted in 2023, they prefer that all equity grants be made exclusively within our annual equity incentive program. In response, our Compensation Committee has committed not to grant any special or one-time equity awards to Sunrun’s NEOs outside of this program—except for new hires or promotions—through the end of the Stockholder Vision Alignment PSUs’ performance period, which runs through fiscal year 2026. •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 grants) 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. •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 portion of total target compensation for our executives than their target cash compensation. 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.

  31. 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 2024 annual meeting of stockholders, our “say-on-pay” proposal received a vote of 43.1% cast in support. Recognizing the significance of this result, we conducted 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. In 2024, our Investor Relations team and members of our executive and management teams, and our lead independent director as applicable, engaged in discussions with 70% of our top 50 stockholders, representing greater than 60% of our total shares outstanding. In direct response to this engagement, the Compensation Committee has committed to the following enhancements to our executive compensation program as shown in the table below: In addition, we have committed to the following changes for the 2025 equity compensation cycle: •The 2025 annual bonus incentive plan (“AIP”) will incorporate a Cash Generation threshold designed to function as a 'circuit breaker' for a significant portion of the bonus opportunity for our NEOs. Specifically, no bonus payout related to the Adjusted NSV performance metric (representing 60% of the total target bonus opportunity for NEOs) will be made unless a predetermined minimum Cash Generation threshold is achieved. If this minimum Cash Generation threshold is met, payouts will then be determined based on the performance against all AIP metrics. This design aligns with investor-valued performance measures, introduces accountability to avoid payouts in low or negative Cash Generation scenarios, reinforces our commitment to Cash Generation as a key indicator of financial health, and strengthens investor confidence by linking executive incentives to sustainable, stockholder-focused outcomes; and

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

    •A three-year performance period for all performance-based equity awards for 2025 and beyond. Further, in connection to feedback from our stockholders regarding dilution from our 2025 Equity Incentive Plan, we amended our plan, subject to stockholder approval at the annual meeting, to reflect compensation governance best practices and better manage our dilution, including: •Robust clawback policy that applies to all time-base vesting awards and performance-based awards; •Removing the evergreen feature in our proposed amended and restated equity incentive plan; •Prohibiting option repricing without stockholder approval; and •Eliminating liberal share counting or recycling. Please see Proposal 4 for more information regarding the amendments we made to our 2025 Equity Incentive Plan.

  33. 2024 Annual Bonus Incentive Plan

    2024 Annual Bonus Incentive Plan Changes from 2023 Annual Bonus Incentive Plan Based on feedback from our stockholders and the Compensation Committee, in 2024, we made the following changes to our AIP as outlined in the table below.

  34. 2024 Annual Bonus Incentive Plan

    | Sunrun Inc. — 2025 Proxy Statement | 33 |

  35. 2024 Annual Bonus Incentive Plan

    2024 Annual Bonus Incentive Plan Awards Our NEOs are eligible to participate in our 2024 annual bonus incentive plan which is available to key employees that is intended to drive and reward achievement of our short-term performance goals. The 2024 target annual bonus opportunity for each of our NEOs was set as a percentage of his or her then-current base salary, as provided in the table below. The AIP 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. Mr. Dickson’s bonus percentage increase was in recognition of his promotion to President alongside his continuing role as Chief Revenue Officer, additional responsibilities and duties associated with his new and continued roles, and market competitiveness considerations. Conversely, no annual bonus incentive award would have been paid unless Company performance met or exceeded threshold performance goals.

  36. 2024 Annual Bonus Incentive Plan

    | Executive | 2024 Target Bonus | % Base Salary | % Increase (or Decrease) from December 31, 2023 | | Mary Powell | $1,275,000 | 150% | —% | | Paul Dickson | $600,000 | 100% | 17.6% | | Danny Abajian | $408,000 | 85% | —% | | Jeanna Steele | $356,250 | 75% | —% |

  37. 2024 Annual Bonus Incentive Plan

    2024 Annual Bonus Incentive Plan Metrics and Performance The performance goals for our AIP are set each year by our Compensation Committee. The Compensation Committee establishes performance goals for the annual bonus plan with the intent of aligning executive compensation with the Company's strategic objectives and rewarding the creation of stockholder value. In setting these goals, the Committee considers a range of factors, including the Company's annual operating plan, historical performance, industry benchmarks, and overall economic conditions. The goals are structured with threshold, target, and maximum performance levels to create a clear framework for payouts that appropriately reflects varying levels of achievement. For 2024, the Compensation Committee selected five key performance criteria to balance value generation and customer experience-related goals: Adjusted Net Subscriber Value: This metric provides correlation with overall cost reductions and/or revenue increases as well as Cash Generation. Net Subscriber Value is an accrual based view of the expected proceeds we will raise per

  38. 2024 Annual Bonus Incentive Plan

    | Sunrun Inc. — 2025 Proxy Statement | 34 |

  39. 2024 Annual Bonus Incentive Plan

    asset less the in period creation costs of those assets. This metric uses a floating interest rate which more accurately captures expected financing proceeds we will receive, but still relies on the creation costs that are GAAP derived. Solar Energy Capacity Installed: represents the aggregate megawatt production capacity of Sunrun solar energy systems that were recognized as Deployments in the period. Storage Capacity Installed: represents the aggregate megawatt hour capacity of storage systems that were recognized as Deployments in the period. New Customer Net Promoter Score: Customer experience survey for new Sunrun customers. 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. The Committee is committed to ensuring that bonus payouts are appropriately aligned with Company performance. To achieve this, the threshold, target, and maximum performance levels are set to correspond with specific levels of funding, as follows: Achievement at the threshold level results in a base level of funding, designed to reward achievement of minimally acceptable performance. Achievement at the target level results in funding at the target payout level, reflecting the intended compensation for achieving the Company's planned performance. Achievement at the maximum level results in funding at the maximum payout level, rewarding exceptional performance that surpasses the Company's planned objectives. This structure ensures that bonus payouts are directly linked to the degree to which the Company achieves its pre-established performance goals, reinforcing the pay-for-performance philosophy. The threshold, target, and maximum achievement levels for the Adjusted Net Subscriber Value, Storage Capacity Installed, Solar Energy Capacity Installed, Storage Capacity Installed, New Customer Net Promoter Score, and Safety DART Rate goals, their respective weightings, and our actual performance against these goals is summarized below. (1) A lower DART rate reflects better safety performance. Despite macroeconomic headwinds and net metering challenges in California, our margin-focused growth strategy enabled us to achieve our third consecutive quarter of Cash Generation, strengthen our financial position, and reach 114.6% bonus achievement. In 2024, we also significantly increased storage capacity, hit record subscriber value numbers, and reduced debt. 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 performance attainment versus each of the five performance target goals.

  40. 2024 Annual Bonus Incentive Plan

    | Sunrun Inc. — 2025 Proxy Statement | 35 |

  41. 2024 Annual Bonus Incentive Plan

    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 2024 performance. The AIP bonus awards paid to each of our NEOs for 2024 performance were approved in February 2025 are set forth below.

  42. 2024 Annual Bonus Incentive Plan

    | Executive | Actual Bonus Value | | Mary Powell | $1,461,150 | | Paul Dickson | $687,600 | | Danny Abajian | $467,568 | | Jeanna Steele | $408,263 |

  43. 2024 Annual Bonus Incentive Plan

    Equity Awards In 2024, 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 following factors: •individual performance of each of the NEOs; •our strategic goals; •the recommendations of our Chief Executive Officer (except with respect to the CEO’s individual award); •the appropriate level of compensation for the position given the scope of responsibility and any changes to his or her role; •the current unvested equity held by such individual and related vesting schedules; •the impact of dilution to our stockholders; •the level of each NEO’s total target cash compensation (base salary plus target cash incentive opportunity); •the perceived retentive value of the proposed awards; and •stockholder feedback. Based on the foregoing consideration, the Compensation Committee approved the following equity awards for our NEOs in 2024. Annual Equity Awards:

  44. 2024 Annual Bonus Incentive Plan

    | Executive | Relative TSR PSU(1) | Cash Generation PSU(1) | RSUs | Target Equity Value(2) | | Mary Powell | 133,496 | 133,495 | 211,900 | $5,500,000 | | Paul Dickson | 103,155 | 103,155 | 163,741 | $4,250,000 | | Danny Abajian | 91,020 | 91,019 | 144,477 | $3,750,000 | | Jeanna Steele | 54,611 | 54,611 | 86,686 | $2,250,000 |

  45. 2024 Annual Bonus Incentive Plan

    ______________________ (1)The Relative TSR PSUs and Cash Generation PSUs assume target achievement of the applicable goal based on probable outcome at the time of grant.. The Company’s PSU awards are further described in the section titled “PSU Awards” below. (2)The amounts reported represent the target value of the awards as approved by the Compensation Committee in March 2024.

  46. 2024 Annual Bonus Incentive Plan

    | Sunrun Inc. — 2025 Proxy Statement | 36 |

  47. 2024 Annual Bonus Incentive Plan

    PSU Awards The Compensation Committee views PSUs as a key strategic compensation feature to accelerate and drive Company performance by encouraging and incentivizing our NEOs to pursue the achievement of our Company's performance goals and generate stockholder value. The performance metrics corresponding to each PSU were chosen because they are key drivers of our long-term strategy. The PSUs granted in 2024 were divided into two categories and were subject to equally-weighted performance vesting conditions based on: (1) our achievement of relative total shareholder return and (2) our achievement of Cash Generation. PSU Awards Granted in 2024

  48. Relative Total Shareholder Return PSUs (“Relative TSR PSUs”)

    Relative Total Shareholder Return PSUs (“Relative TSR PSUs”) Consistent with our compensation philosophy and our focus on driving long-term stockholder value, the Relative TSR PSUs granted to our NEOs will vest based on our relative total shareholder return (“Relative TSR”) versus a peer group of companies approved by our Compensation Committee. The Compensation Committee chose Relative TSR as a performance metric because it believes 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 long-term stockholder interests. We used a scoring process to evaluate current and potential peer companies. Revenue is our primary characteristic used to evaluate a benchmarking peer. Other inputs like industry comparability, market cap, and location are used more often as secondary measures. Our 2024 peer group includes 18 companies, with Sunrun’s revenues positioned at the 56th percentile. For purposes of our 2024 Relative TSR PSUs, the peer group is as follows:

  49. Relative Total Shareholder Return PSUs (“Relative TSR PSUs”)

    | | Shoals Technologies Group Inc (SHLS) | | Array Technologies, Inc (ARRY) | | EnerSys (ENS) | | | First Solar, Inc. (FSLR) | | Fluence Energy Inc. (FLNC) | | Nextera Energy Inc (NEE) | | | SolarEdge Technologies Inc. (SEDG) | | SunPower Corporation (SPWR) | | Canadian Solar (CSIQ) | | | Brookfield Renewable Corp (BEPC) | | FTC SOLAR INC (FTCI) | | Enphase Energy, Inc. (ENPH) | | | Generac Holdings, Inc. (GNRC) | | TRI COMPOSITES INC (TPIC) | | | | | Sunnova Energy International Inc. (NOVA) | | Bloom Energy (BE) | | | | | Plug Power Inc. (PLUG) | | Hannon Armstrong Sustainable Infrastructure Capital, Inc. (HASI) | | |

  50. Relative Total Shareholder Return PSUs (“Relative TSR PSUs”)

    The 2024 Relative TSR PSUs are eligible to vest based on the level of achievement of Relative TSR during the performance period which runs from January 1, 2024 through December 31, 2026. 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 levels or target and maximum performance levels. Failure to meet the threshold Achievement Level during the performance period will result in forfeiture of the Relative TSR PSUs. Under the guidance of our compensation consultant, the Compensation Committee established the Relative TSR percentile rank at target consistent with market practice. Our compensation consultant’s data showed that a target payout at the 50th percentile is used by over 70% of S&P 500 companies and the 50th percentile is also the prevalent goal at target within our peer group.

  51. Relative Total Shareholder Return PSUs (“Relative TSR PSUs”)

    | Sunrun Inc. — 2025 Proxy Statement | 37 |

  52. Relative Total Shareholder Return PSUs (“Relative TSR PSUs”)

    | Achievement Level | Relative TSR Percent Rank | Payout Percentage | | Maximum | ≥75th | 200% | | Target | 50th | 100% | | Threshold | 25th | 50% | | < Threshold | <25th | —% |

  53. Relative Total Shareholder Return PSUs (“Relative 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 the Relative 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 on the 6th day of the month following the TSR Determination Date. If the NEO terminates without cause prior to the end of the performance period, the shares eligible for vesting will be prorated based on the number of days during the relevant performance period the NEO was employed, with the final performance achievement determined using the actual achievement determined at the end of the performance period. For purposes of computing Relative TSR and measuring the Relative TSR Percent Rank during the performance period, dividends shall be treated as being reinvested for the purpose of the calculation during the performance period.

  54. Cash Generation PSUs

    Cash Generation PSUs Consistent with our compensation philosophy and our emphasis on long-term value creation for our stockholders, the Cash Generation PSUs granted to our NEOs will vest based on our multi-year Cash Generation goals against pre-determined goals as approved by our Compensation Committee. The Compensation Committee chose Cash Generation as a performance metric because it believes it provides a clear, objective measure of our financial health and operational efficiency, and prioritizing Cash Generation directly aligns executive compensation with stockholder interests by emphasizing sustainable growth, financial discipline and long-term value creation. Cash Generation is calculated using the change in our unrestricted cash balance from our consolidated balance sheet, less net proceeds from all recourse debt, and less any primary equity issuances or net proceeds derived from employee stock award activity as presented on the Company’s consolidated statement of cash flows. The Compensation Committee elected to establish a measurement period that commenced on April 1, 2024 and runs through December 31, 2025. This decision was made for three primary reasons: 1.First, in response to shareholder feedback, the Compensation Committee introduced Cash Generation PSUs in 2024, building upon the Company's relatively new experience with granting annual performance-based equity, which began in 2022. Recognizing the inherent challenges in accurately forecasting Cash Generation, the Compensation Committee elected a shorter performance period for the initial Cash Generation PSU awards to allow for prudent assessment and potential program refinement as the metric evolves. 2.Second, the Compensation Committee approved the Cash Generation PSUs in the second quarter of 2024 and as such, it was logical to begin measuring performance from when the award was in effect, and executives had the opportunity to evaluate performance against the metric. Excluding the atypical quarter also ensures that the performance evaluation focuses on the Cash Generation achieved when the award was active, providing a more accurate assessment of management’s performance in driving Cash Generation. 3.Third, the Company experienced an unusual and significant negative Cash Generation event during the first quarter of 2024 related to the timing of financing transactions and fees associated with a convertible debt refinancing, which was deemed an outlier and not reflective of the ongoing operational performance that the Cash Generation PSUs were intended to incentivize.2 However, the award was consistent with publicly provided guidance for Cash Generation for the 2024 fiscal year. Excluding the atypical quarter ensures that the performance evaluation focuses on the Cash Generation achieved when the award was active, providing a more accurate assessment of management’s performance in driving Cash 2 See slide 14 of Sunrun’s 2024 Q1 Earnings Presentation as available at investors.sunrun.com for additional information.

  55. Cash Generation PSUs

    | Sunrun Inc. — 2025 Proxy Statement | 38 |

  56. Cash Generation PSUs

    Generation. The Compensation Committee could have used a full two-year period but would have set a lower target, negating the benefits of doing so since the first quarter had passed. However, the award was consistent with publicly provided guidance for Cash Generation for the 2024 fiscal year. Future Cash Generation PSUs beginning in 2025 will have a performance period of three years. Achievement of the threshold, target and maximum performance levels of Cash Generation 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 levels or target and maximum performance levels. Failure to meet the threshold performance level during the performance period will result in forfeiture of the Cash Generation PSUs.

  57. Cash Generation PSUs

    | Performance Achieved | Cash Generation Goal | Payout Percentage | | Maximum | $700MM | 200% | | Target | $500MM | 100% | | Threshold | $350MM | 50% | | < Threshold | <$350MM | —% |

  58. Cash Generation PSUs

    After the performance period has ended, our Compensation Committee will certify the level of achievement of the Cash Generation 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 “Cash Generation Determination Date”), which will equal the product of (1) the target number of shares subject to the Cash Generation PSU award and (2) the payout percentage as determined by the table above (such number referred to herein as the “Cash Generation Certified Shares”). Cash Generation Certified Shares shall vest on the 6th day of the month following the Cash Generation Determination Date. If the NEO terminates without cause prior to the end of the performance period, the shares eligible for vesting will be prorated based on the number of days during the relevant performance period the NEO was employed, with the final performance achievement determined using the actual achievement determined at the end of the performance period. Outstanding PSU Awards Previously Granted In addition, we also have three other types of PSUs outstanding that were previously granted to our NEOs in prior years: Stockholder Vision Alignment PSUs (“SVA PSUs”), Total Value Generated PSUs (“TVG PSUs”), and 2023 Relative TSR PSUs. A summary of the key terms and milestones/targets of these PSUs is included in the table below.

  59. Cash Generation PSUs

    | Sunrun Inc. — 2025 Proxy Statement | 39 |

  60. Cash Generation 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.

  61. Cash Generation PSUs

    | Sunrun Inc. — 2025 Proxy Statement | 40 |

  62. Cash Generation PSUs

    (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. RSU Awards The RSU awards granted in 2024 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 applicable NEO’s continued service to us through each vesting date.

  63. 2025 Compensation Philosophy

    2025 Compensation Philosophy In response to stockholder feedback, in 2024 we enhanced our NEO compensation programs, and these enhancements will continue into 2025. These changes, made in direct response to stockholder feedback, place a heightened emphasis on performance-based compensation tied to long-term value creation. Our compensation program for 2025 will continue to consist of base salary, annual cash bonus plan, time-based equity awards, performance-based equity awards, health, welfare and retirement programs. This mix of compensation components supports our long-term incentive compensation program objectives by aligning executive and stockholder interests, balancing performance and retention considerations, and optimizing our equity compensation usage.

  64. 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), subject to their execution of a release of claims against the Company: •12 months of base salary and COBRA premiums (Ms. Powell) 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 as applicable) paid 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 SVA PSUs. For performance-based equity awards, vesting acceleration assumes the performance criteria was met at 100% of the target performance, with 50% of the shares that would have vested at target being accelerated. •If termination occurs before the end of the performance period, all of the SVA PSUs shall be forfeited. •If termination occurs after the end of the performance period, all time-based vesting conditions for the SVA PSUs shall be waived and a number of SVA PSUs shall vest equal to 50% of the difference of A minus B, where A is the number of SVA PSUs that met the performance conditions at the end of the performance period and B is the number of SVA PSUs that already vested in full as of the date of termination. The following benefits are provided under the Severance Plan to Ms. Powell in connection with any termination without cause or for good reason 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 SVA PSUs. The vesting acceleration of any performance-based equity awards assumes the performance criteria was met at 100% of the target performance; •If termination occurs prior to the end of the performance period, the percent of equity vesting acceleration for the earned SVA PSUs will be determined by the actual stock price received in connection with a change in control and will assume the performance criteria for Cash Generation was met at 100% of the target performance if termination occurs before the end of the performance period; •If termination occurs after the performance period, 100% of the earned but unvested SVA PSUs will vest based on the actual performance achieved during that period; and •18 month post-termination option exercise period. The following benefits are provided under the Severance Plan to Ms. Steele and Messrs. Abajian and Dickson in

  65. Severance and Change in Control Benefits

    | Sunrun Inc. — 2025 Proxy Statement | 42 |

  66. Severance and Change in Control Benefits

    connection with any termination without cause or for good reason that occurs within three months prior to, or 12 months following, a change in control, subject to their execution of a release of claims against the Company: •12 months of base salary and COBRA premiums; •100% target annual bonus; •100% equity vesting acceleration for all awards other than the SVA PSUs. The vesting acceleration of any performance-based equity awards assumes the performance criteria was met at 100% of the target performance; •If termination occurs prior to the end of the performance period, the percent of equity vesting acceleration for the earned SVA PSUs will be determined by the actual stock price received in connection with a change in control and will assume the performance criteria for Cash Generation was met at 100% of the target performance if termination occurs before the end of the performance period; •If termination occurs after the performance period, 100% of the earned but unvested SVA PSUs will vest if termination occurs after the end of the performance period; and •12 month post-termination option exercise period. 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, and avoid protracted negotiations with individual 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. Further, these benefits are conditioned on a release of claims, which helps to mitigate potential employer liability and helps to avoid future disputes or litigation. Consistent with the practice of many of our peers and to help our partners and their families through challenging life events, the following change in control benefits apply to any equity award granted to our executives on or after May 29, 2024: •Increased Acceleration Coverage in the Event of a Disability: 100% acceleration of unvested RSUs and PSUs at target performance in the case of a Disability. •Unified Provisions under Plan Providing Acceleration Coverage in the Event of Death: the treatment for death will be an acceleration event into the Key Employee Change in Control and Severance Plan Participation Agreement, which will provide 100% acceleration for RSUs, and acceleration at the Participant’s target performance for PSUs.

  67. 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 stock appreciation rights must be equal to or greater than the closing trading price of our common stock on the date of grant. 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: •The fixed (or base salary) component of our executive and employee compensation programs 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.

  68. Other Compensation Policies

    •The AIP provides for a maximum payout of 150% of the target bonus, with predetermined performance goals and metrics established and approved by the Compensation Committee. •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 or performance-based vesting. 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 long-term performance. Our employee equity-based awards have time-based vesting, generally over a period of four years. •We utilize 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 subject to 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. •We do not impose caps on cash incentive awards in our sales incentive plans, allowing our sales teams to remain highly motivated to meet and exceed their goals. However, we have strong internal controls in place to ensure that awards are granted only to sales teams that uphold the highest standards of integrity. We believe these controls help safeguard against potential misconduct and reinforce our commitment to ethical business practices. •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 is conditioned upon his or her compliance with his or her agreements with us, including, but not limited to, these codes of conduct. •Our securities trading policies prohibit hedging and pledging transactions to align the interests of our executive officers, employees, non-employee directors and consultants with those of our stockholders, ensuring our executive officers remain engaged in the Company’s long-term performance.

  69. Compensation Governance

    •Each other executive officer is expected to accumulate and hold an amount of our qualifying equity securities equal to the lesser of (i) three times his or her annual base salary, or (ii) a fixed number of shares having a value equal to three times his or her annual base salary on the date of adoption of the guidelines. •The only equity awards that count toward the requisite holding requirements of our SOGs are unvested time-based RSUs or restricted stock directly owned by an executive officer or held in trust, limited partnerships, or similar entities for the benefit of such executive officer or his or her immediate family members; unearned performance-based equity awards and unexercised options do not count towards the holding requirements. As of the end of 2024, all of our executive officers were in compliance with our Executive SOGs.

  70. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee retained Meridian to advise on our 2024 executive compensation programs, practices and decisions given Meridian’s expertise. During 2024, Meridian provided the following services as requested by the Compensation Committee: • Assisted in the development of the 2024 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; •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 2024, 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.

  71. Executive Compensation Peer Group

    Executive Compensation Peer Group Our Compensation Committee, with guidance from Meridian Compensation Partners, selected our primary compensation peer group to be used for 2024 compensation decisions. To ensure alignment with Sunrun's go-forward strategy, the 2024 peer group was adjusted to be less focused on software companies and more focused on renewable energy and home services/solutions companies. In 2024, three companies were removed from the peer group: Dropbox and Gen Digital, due to limited business alignment with the clean energy sector and higher market capitalization, and Regal Rexnord, due to its decreased involvement in the clean energy sector after a merger. We added six companies based on each providing solutions in the clean energy industry: ADT, Fluence Energy, Gibraltar Industries, Nextracker, Plug Power and Resideo Technologies. We use a scoring process to evaluate current and potential peer companies. Revenue is our primary characteristic used to evaluate a benchmarking peer. Other inputs like industry comparability, market cap, and location are used more often as secondary measures. Our 2024 peer group includes 20 companies, with Sunrun’s revenues positioned at the 55th percentile. As mentioned above, the Company competes for talent across various industries so the benchmarking peer group includes a mix of industries. Revenue is the primary characteristic used to evaluate a benchmarking peer group, other inputs like industry comparability, market cap and location are used as secondary measures. This benchmarking peer group was used in 2024 to provide the primary market perspective on NEO pay, equity distribution, Board pay and pay programs/policies.

  72. Executive Compensation Peer Group

    | Sunrun Inc. — 2025 Proxy Statement | 46 |

  73. Executive Compensation Peer Group

    Our primary compensation peer group for 2024 consisted of the following companies:

  74. Executive Compensation Peer Group

    | Renewable Energy Peers (15) | | | | Home Solutions Peers (4) | | | | First Solar Inc. (FSLR) | | Array Technologies, Inc (ARRY) | | Resideo Technologies (REZI) | | | SolarEdge Technologies Inc. (SEDG) | | Fluence Energy Inc. (FLNC) | | ADT Inc. (ADT) | | | Generac Holdings, Inc. (GNRC) | | SunPower Corporation (SPWR) | | Zillow Group, Inc. (Z, ZG) | | | Sunnova Energy International Inc. (NOVA) | | Hawaiian Electric Industries, Inc.(HEI) | | Alarm.com Holdings, Inc. (ALRM) | | | Plug Power Inc. (PLUG) | | Bloom Energy (BE) | | | | | EnerSys (ENS) | | Enphase Energy, Inc. (ENPH) | Leasing Peers (1) | | | | Monolithic Power Systems, Inc. (MPWR) | | Gibraltar Industries Inc. (ROCK) | | Air Lease Corporation (AL) | | | | | Nextracker Inc. (NXT) | | |

  75. Summary Compensation Table - Fiscal Year 2024, 2023, and 2022

    Summary Compensation Table - Fiscal Year 2024, 2023, and 2022 The following table presents summary information regarding the total compensation for services rendered in all capacities that was earned by our NEOs for the fiscal years ended December 31, 2024, 2023 and 2022.

  76. Summary Compensation Table - Fiscal Year 2024, 2023, and 2022

    | Name | Year | Salary | Bonus | Option Awards(1) | Stock Awards(1)(2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation(4) | Total | | Mary Powell, Chief Executive Officer | 2024 | $850,000 | $— | $— | $7,129,752 | $1,461,150 | $14,345 | $9,455,247 | | | 2023 | $840,384 | $— | $— | $11,750,750 | $1,147,500 | $11,550 | $13,750,184 | | | 2022 | $800,000 | $— | $2,499,811 | $3,743,992 | $1,285,680 | $10,675 | $8,340,158 | | Paul Dickson, President and Chief Revenue Officer | 2024 | $570,492 | $— | $— | $5,509,331 | $687,600 | $17,267 | $6,784,690 | | | 2023 | $471,346 | $500,000 | $— | $6,551,384 | $367,200 | $11,550 | $7,901,480 | | | 2022 | $435,000 | $647,000 | $1,499,880 | $2,381,328 | $349,544 | $10,675 | $5,323,427 | | Danny Abajian, Chief Financial Officer | 2024 | $480,000 | $— | $— | $4,861,187 | $467,568 | $13,053 | $5,821,808 | | | 2023 | $471,346 | $— | $— | $6,551,384 | $367,200 | $11,550 | $7,401,480 | | | 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 | 2024 | $468,852 | $— | $— | $2,916,684 | $408,262 | $13,353 | $3,807,151 | | | 2023 | $446,154 | $— | $— | $3,930,823 | $303,750 | $11,550 | $4,692,277 | | | 2022 | $430,000 | $— | $999,914 | $1,812,458 | $345,527 | $10,675 | $3,598,574 |

  77. Summary Compensation Table - Fiscal Year 2024, 2023, and 2022

    (1)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. As such, ASC Topic 718 generally requires the Company to determine the grant date fair value of the award based on a lattice valuation model, such as a Monte Carlo Simulation (or other appropriate valuation model). 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, 2024. 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. (2)The amounts reported for 2024 are inclusive of the Relative TSR PSUs and the Cash Generation 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 Relative TSR PSU award on the grant date (assuming the target level of performance conditions will be achieved) is $2,740,673 for Ms. Powell; $2,117,772 for Mr. Dickson; $1,868,641 for Mr. Abajian; and $1,121,164 for Ms. Steele, which is based on the product of the target vesting of the Relative TSR PSUs and the grant date fair value of the award. The value of each Cash Generation PSU award on the grant date (assuming the target level of performance conditions will be achieved) is $1,784,828 for Ms. Powell; $1,379,182 for Mr. Dickson; $1,216,924 for Mr. Abajian; and $730,149 for Ms. Steele, which is based on the product of the target vesting of the Cash Generation PSUs and the grant date fair value of the award. (3)The amounts reported for 2024 represent the amounts earned and payable under the 2024 bonus plan, all of which were paid in March 2025. Our Board formally adopted an 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 2024 performance were approved on February 28, 2025 at a level equal to 114.6% of their target bonus amount. (4)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 the section title “Compensation Discussion and Analysis — Benefits Programs and Perquisites” above.

  78. Summary Compensation Table - Fiscal Year 2024, 2023, and 2022

    | Sunrun Inc. — 2025 Proxy Statement | 48 |

  79. Grants of Plan-Based Awards in Fiscal Year 2024

    Grants of Plan-Based Awards in Fiscal Year 2024 The following table presents, for each of our NEOs, information concerning grants of plan-based awards made during fiscal 2024. This information supplements the information about these awards set forth in the Summary Compensation Table.

  80. Grants of Plan-Based Awards in Fiscal Year 2024

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(3)($) | | Mary Powell | — | $637,500 | $1,275,000 | $1,912,500 | — | — | — | — | $— | | RSUs | 4/10/2024 | $— | $— | $— | — | — | — | 211,900 | $2,604,251 | | PSUs(4) | 5/29/2024 | $— | $— | $— | 66,748 | 133,496 | 266,992 | | $2,740,673 | | PSUs(5) | 5/29/2024 | $— | $— | $— | 66,748 | 133,495 | 266,990 | | $1,784,828 | | Paul Dickson | — | $300,000 | $600,000 | $900,000 | — | — | — | — | $— | | RSUs | 4/10/2024 | $— | $— | $— | — | — | — | 163,741 | $2,012,377 | | PSUs(4) | 5/29/2024 | $— | $— | $— | 51,578 | 103,155 | 206,310 | — | $2,117,772 | | PSUs(5) | 5/29/2024 | $— | $— | $— | 51,578 | 103,155 | 206,310 | — | $1,379,182 | | Danny Abajian | — | $204,000 | $408,000 | $612,000 | — | — | — | — | $— | | RSUs | 4/10/2024 | $— | $— | $— | — | — | — | 144,477 | $1,775,622 | | PSUs(4) | 5/29/2024 | $— | $— | $— | 45,510 | 91,020 | 182,040 | — | $1,868,641 | | PSUs(5) | 5/29/2024 | $— | $— | $— | 45,510 | 91,019 | 182,038 | — | $1,216,924 | | Jeanna Steele | — | $178,125 | $356,520 | $534,375 | — | — | — | — | $— | | RSUs | 4/10/2024 | $— | $— | $— | — | — | — | 86,686 | $1,065,371 | | PSUs(4) | 5/29/2024 | $— | $— | $— | 27,306 | 54,611 | 109,222 | — | $1,121,164 | | PSUs(5) | 5/29/2024 | $— | $— | $— | 27,306 | 54,611 | 109,222 | — | $730,149 |

  81. Grants of Plan-Based Awards in Fiscal Year 2024

    (1)The amounts reported relate to cash incentive compensation opportunities under our AIP. 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 the section titled "Executive Compensation - Compensation Discussion and Analysis - 2024 Annual Bonus Incentive Plan Awards" above. (2)The amounts reported relate to Relative TSR and Cash Generation PSUs for Mses. Powell and Steele and Messrs. Abajian and Dickson. The PSUs are reported at (i) threshold assuming 50% achievement, (ii) target assuming 100% achievement, and (iii) maximum assuming 200% achievement. Actual performance vesting will be determined based on achievement of the performance-based vesting conditions for the Relative TSR PSUs and Cash Generation 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 2024 as computed in accordance with ASC 718. As such, ASC Topic 718 generally requires the Company to determine the grant date fair value of the award based on a lattice valuation model, such as a Monte Carlo Simulation (or other appropriate valuation model). 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 Relative TSR PSUs that were granted with the intent to further drive and accelerate Company performance. (5)Inclusive of Cash Generation PSUs that were granted with the intent to align the interests of our executives with our stockholders by emphasizing sustainable growth, financial discipline and long-term value creation.

  82. 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 as of December 31, 2024.

  83. 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(23) | 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) | 61,910 | 12,384 | $44.25 | 8/31/2031 | — | $— | — | $— | | | 8/31/2021(2) | — | — | $— | — | 13,650 | $126,263 | 14,065 | $130,101 | | | 8/31/2021(3) | — | — | $— | — | 3,878 | $35,872 | — | $— | | | 8/31/2021(3) | — | — | $— | — | 7,756 | $71,743 | — | $— | | | 3/7/2022(4) | 101,459 | 46,120 | $27.92 | 3/7/2032 | — | $— | — | $— | | | 3/7/2022(5) | — | — | $— | — | 31,836 | $294,483 | — | $— | | | 4/10/2023(6) | — | — | $— | — | — | $— | 66,778 | $617,697 | | | 4/10/2023(7) | — | — | $— | — | 125,212 | $1,158,211 | — | $— | | | 8/29/2023(8) | — | — | $— | — | — | $— | 118,127 | $1,092,675 | | | 4/10/2024(9) | — | — | $— | — | 211,900 | $1,960,075 | — | $— | | | 5/29/2024(6) | — | — | $— | — | — | $— | 266,992 | $2,469,676 | | | 5/29/2024(10) | — | — | $— | — | — | $— | 266,990 | $2,469,658 | | Paul Dickson | 10/2/2017(11) | 6,666 | — | $6.28 | 10/2/2027 | — | $— | — | $— | | | 9/26/2018(11) | 10,708 | — | $9.46 | 9/26/2028 | — | $— | — | $— | | | 9/12/2019(11) | 12,602 | — | $13.44 | 9/12/2029 | — | $— | — | $— | | | 6/1/2020(11) | 25,091 | — | $14.93 | 6/1/2030 | — | $— | — | $— | | | 9/8/2020(11) | 4,360 | — | $51.44 | 9/8/2030 | — | $— | — | $— | | | 10/21/2020(11) | 16,996 | — | $56.82 | 10/20/2030 | — | $— | — | $— | | | 7/7/2021(12) | 11,835 | 1,077 | $53.69 | 7/6/2031 | — | $— | — | $— | | | 7/7/2021(13) | — | — | $— | — | 1,025 | $9,481 | — | $— | | | 12/6/2021(14) | 42,961 | 14,322 | $40.35 | 12/5/2031 | — | $— | — | $— | | | 12/6/2021(2) | — | — | $— | — | 3,290 | $30,433 | 3,291 | $30,442 | | | 12/6/2021(15) | — | — | $— | — | 6,582 | $60,884 | — | $— | | | 3/7/2022(4) | 60,875 | 27,672 | $27.92 | 3/6/2032 | — | $— | — | $— | | | 3/7/2022(5) | — | — | $— | — | 19,102 | $176,694 | — | $— | | | 4/10/2023(6) | — | — | $— | — | — | $— | 45,530 | $421,153 | | | 4/10/2023(7) | — | — | $— | — | 85,372 | $789,691 | — | $— | | | 8/29/2023(8) | — | — | $— | — | — | $— | 53,694 | $496,670 | | | 4/10/2024(9) | — | — | $— | — | 163,741 | $1,514,604 | — | $— | | | 5/29/2024(6) | — | — | $— | — | — | — | 206,310 | $1,908,368 | | | 5/29/2024(10) | — | — | $— | — | — | — | 206,310 | $1,908,368 |

  84. Outstanding Equity Awards at Fiscal Year-End

    | Sunrun Inc. — 2025 Proxy Statement | 51 |

  85. Outstanding Equity Awards at Fiscal Year-End

    | Danny Abajian | 3/20/2018(11) | 12,082 | 0 | $8.05 | 3/20/2028 | — | $— | — | $— | | | 3/14/2019(11) | 10,554 | 0 | $14.57 | 3/14/2029 | — | $— | — | $— | | | 8/2/2019(11) | 35,000 | 0 | $19.49 | 8/2/2029 | — | $— | — | $— | | | 6/7/2021(12) | 12,736 | 1,158 | $43.51 | 6/7/2031 | — | $— | — | $— | | | 6/7/2021(13) | — | — | — | — | 966 | $8,936 | — | $— | | | 4/6/2022(16) | 8,459 | 4,231 | $28.80 | 4/6/2032 | — | $— | — | $— | | | 4/6/2022(17) | — | — | — | — | 2,882 | $26,659 | — | $— | | | 6/10/2022(18) | 57,941 | 34,766 | $25.84 | 6/10/2032 | — | $— | — | $— | | | 6/10/2022(2) | — | — | — | — | 10,554 | $97,625 | 10,874 | $100,585 | | | 6/10/2022(19) | — | — | — | — | 23,987 | $221,880 | — | $— | | | 4/10/2023(6) | — | — | — | — | — | $— | 45,530 | $421,153 | | | 4/10/2023(7) | — | — | — | — | 85,372 | $789,691 | — | $— | | | 8/29/2023(8) | — | — | — | — | — | $— | 53,694 | $496,670 | | | 4/10/2024(9) | — | — | — | — | 144,477 | $1,336,412 | — | $— | | | 5/29/2024(6) | — | — | — | — | — | $— | 182,040 | $1,683,870 | | | 5/29/2024(10) | — | — | — | — | — | $— | 182,038 | $1,683,852 | | Jeanna Steele | 3/20/2018(11) | 5,626 | 0 | $8.05 | 3/20/2028 | — | $— | — | $— | | | 6/15/2018(11) | 8,813 | 0 | $13.63 | 6/15/2028 | — | $— | — | $— | | | 3/14/2019(11) | 17,987 | 0 | $14.57 | 3/14/2029 | — | $— | — | $— | | | 3/30/2020(20) | 8,823 | 0 | $9.81 | 3/30/2030 | — | $— | — | $— | | | 3/4/2021(21) | 17,499 | 1,167 | $53.42 | 3/4/2031 | — | $— | — | $— | | | 3/4/2021(2) | — | — | — | — | 2,780 | $25,715 | 2,864 | $26,492 | | | 3/4/2021(22) | — | — | — | — | 673 | $6,225 | — | $— | | | 12/6/2021(14) | 30,686 | 10,230 | $40.35 | 12/6/2031 | — | $— | — | $— | | | 12/6/2021(15) | — | — | — | — | 4,701 | $43,484 | — | $— | | | 3/7/2022(4) | 40,583 | 18,448 | $27.92 | 3/7/2032 | — | $— | — | $— | | | 3/7/2022(5) | — | — | — | — | 12,735 | $117,799 | — | $— | | | 4/10/2023(6) | — | — | — | — | — | $— | 27,318 | $252,692 | | | 4/10/2023(7) | — | — | — | — | 51,224 | $473,822 | — | $— | | | 8/29/2023(8) | — | — | — | — | — | $— | 32,216 | $298,000 | | | 4/10/2024(9) | — | — | — | — | 86,686 | $801,846 | — | $— | | | 5/29/2024(6) | — | — | — | — | — | $— | 109,222 | $1,010,304 | | | 5/29/2024(10) | — | — | — | — | — | $— | 109,222 | $1,010,304 |

  86. 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 TVG PSU award assumes maximum achievement based on actual performance during 2024. (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 Relative 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 Relative TSR PSU award assumes target achievement based on actual performance during 2024. (7)The RSUs vest over four years. Twenty-five percent of the RSUs vested 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. (8)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 2024.

  87. Outstanding Equity Awards at Fiscal Year-End

    | Sunrun Inc. — 2025 Proxy Statement | 52 |

  88. Outstanding Equity Awards at Fiscal Year-End

    (9)The RSUs vest over four years. Twenty-five percent of the RSUs vested on April 6, 2025, 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. (10)The Cash Generation 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 Cash Generation PSUs assumes maximum achievement based on actual performance during 2024. (11)The stock option is fully vested and immediately exercisable. (12)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. (13)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. (14)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. (15)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. (16)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. (17)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. (18)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. (19)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. (20)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. (21)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. (22)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. (23)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, 2024, based on the closing price of our common stock, as reported on Nasdaq, of $9.25 per share on December 31, 2024.

  89. Outstanding Equity Awards at Fiscal Year-End

    | Sunrun Inc. — 2025 Proxy Statement | 53 |

  90. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024 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 and PSUs during fiscal year 2024 by each of our NEOs.

  91. Option Exercises and Stock Vested in Fiscal Year 2024

    | | 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 | — | $— | 153,779 | $1,997,600 | | Paul Dickson | — | $— | 96,441 | $1,248,566 | | Danny Abajian | 46,344 | $501,521 | 102,413 | $1,313,422 | | Jeanna Steele | 22,004 | $206,618 | 70,715 | $905,859 |

  92. Option Exercises and Stock Vested in Fiscal Year 2024

    (1)The value realized on exercise is pre-tax and represents the difference between the market price of the shares of 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 common stock by the fair market value of the underlying shares on the applicable vesting date.

  93. Option Exercises and Stock Vested in Fiscal Year 2024

    | Sunrun Inc. — 2025 Proxy Statement | 54 |

  94. 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 2024 (December 31, 2024), and the price per share of our common stock was the closing price as of that date ($9.25 per share). These payments and benefits are in addition to benefits available generally to our salaried employees, such as distributions under our 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.

  95. 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 | $2,066,590 | $3,187,500 | | Continued health coverage | $20,033 | $30,049 | | Accelerated vesting(2) | $5,462,981 | $10,925,961 | | Total: | $7,549,604 | $14,143,510 | | Paul Dickson | | | | Cash severance payments | $854,366 | $1,395,994 | | Continued health coverage | $13,248 | $26,495 | | Accelerated vesting(2) | $3,358,925 | $6,717,850 | | Total: | $4,226,539 | $8,140,339 | | Danny Abajian | | | | Cash severance payments | $527,027 | $888,000 | | Continued health coverage | $14,383 | $28,766 | | Accelerated vesting(2) | $3,231,451 | $6,462,901 | | Total: | $3,772,861 | $7,379,667 | | Jeanna Steele | | | | Cash severance payments | $562,139 | $831,250 | | Continued health coverage | $— | $— | | Accelerated vesting(2) | $1,912,017 | $3,824,033 | | Total: | $2,474,155 | $4,655,283 |

  96. 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 and Dickson) in connection with a termination without cause or good reason resignation not related to a change in control are generally paid over the applicable severance benefit period, which is 12 months for Ms. Powell 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 Relative TSR PSUs, Cash Generation PSUs, SVA PSUs and TVG PSUs. Relative TSR PSUs, Cash Generation PSUs, and TVG PSUs are assumed accelerated at 50% attainment under a “Termination Without Cause or Resignation for Good

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

    | Sunrun Inc. — 2025 Proxy Statement | 55 |

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

    Reason” triggering event in accordance with the Severance Plan. Relative TSR PSUs, Cash Generation PSUs, and TVG 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. SVA PSUs have bespoke vesting provisions. See section titled “Compensation Discussion and Analysis — Severance and Change in Control Benefits” for additional information on how to determine vesting acceleration for PSUs. (3)Under our Severance Plan, Ms. Steele is eligible to receive continued health coverage; however, in 2024, she did not elect to obtain health coverage through the Company. Severance Plan We adopted the Severance Plan, which is applicable to our executive officers and certain other key employees. Under the Severance Plan, for the period from three months prior to until 12 months following a change in control (the “CIC 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. 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. All of our NEOs are plan participants. Upon the occurrence of such an event, Ms. Powell is entitled to receive the following severance benefits: (i) a lump sum cash amount equal to 18 months of her then current annual base salary, (ii) a lump sum cash amount equal to 150% of 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, other than the SVA PSUs, 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, other than the SVA PSUs, accelerated assuming the performance criteria had been achieved at 100% of target performance). Further, under the Severance Plan, if, outside the CIC 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 is entitled to receive the following: (i) continuing payments of 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 her during each of the two fiscal years immediately preceding the fiscal year of 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, other than the SVA PSUs, 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 such plan participant immediately prior to such termination will become vested and exercisable in full (with the vesting of any equity awards granted prior to May 29, 2024 subject to performance vesting, other than the SVA PSUs, accelerated assuming the performance criteria had been achieved at 50%). For PSUs granted on or after May 29, 2024, the shares eligible for vesting shall be prorated based on the number of days during the relevant performance period that the NEO was employed and the final performance achievement will be determined using the actual performance as determined at the end of the performance period. Upon the occurrence of the same such an event, Ms. Steele and Messrs. Abajian, and Dickson are each entitled to receive the

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

    | Sunrun Inc. — 2025 Proxy Statement | 56 |

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

    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 awards granted prior to May 29, 2024 which are subject to performance vesting, other than the SVA PSUs, accelerated assuming the performance criteria had been achieved at 50%. For PSUs granted on or after May 29, 2024, the shares eligible for vesting shall be prorated based on the number of days during the relevant performance period that the NEO was employed and the final performance achievement will be determined using the actual performance as determined at the end of the performance period. Our SVA PSUs have bespoke vesting acceleration provisions as further described above in the section titled “Compensation Discussion and Analysis—Equity Awards—PSU Awards.” and in the section titled “Compensation Discussion and Analysis—Severance and Change in Control Benefits section of our proxy statement for the year ending December 31, 2023.

  101. 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 compensation 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”) and the average compensation of the other non-PEO NEOs (“Non-PEO NEOs”) as reported in the Summary Compensation Table for the past five fiscal years, as well as Compensation Actually Paid (“CAP”) are calculated in accordance with new SEC Pay Versus Performance (“PVP”) disclosure requirements and certain performance measures required by the rules. The disclosure covers our five most-recent fiscal years. Dollar amounts reported as CAP are calculated 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 and the compensation decisions described in the “Compensation Discussion and Analysis” section above during the applicable years.

  102. 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)($) (f) | Average CAP to Non-PEO NEOs(5)($) (g) | Value of Initial Fixed $100 Investment Based On:(6) | | Net Income (loss)(7)($) (j) | Cash Generation ($) | | | Ms. Powell(2) (b) | Ms. Jurich (c) | Ms. Powell (d) | Ms. Jurich (e) | | | Total Shareholder Return($) (h) | Peer Group Total Shareholder Return($) (i) | | | | 2024 | 9,455,247 | ― | 2,036,416 | ― | 5,471,217 | 1,475,370 | 67 | 109 | (2,846,167) | (58,000,000) | | 2023 | 13,750,184 | ― | 8,003,826 | ― | 5,084,004 | 2,940,571 | 142 | 174 | (1,604,497,000) | (112,000,000) | | 2022 | 8,340,158 | ― | 6,595,785 | ― | 4,466,331 | 1,928,957 | 174 | 237 | 173,377,000 | (129,000,000) | | 2021 | 8,886,753 | 9,088,801 | 7,416,257 | (5,630,059) | 4,428,242 | (2,905,641) | 248 | 250 | (79,423,000) | (291,000,000) | | 2020 | ― | 5,202,993 | ― | 38,530,760 | 3,578,839 | 18,091,399 | 502 | 334 | (173,394,000) | (336,000,000) |

  103. 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.

  104. Pay Versus Performance

    | Sunrun Inc. — 2025 Proxy Statement | 57 |

  105. Pay Versus Performance

    (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:

  106. Pay Versus Performance

    | Sunrun Inc. — 2025 Proxy Statement | 58 |

  107. Pay Versus Performance

    | Average for PEO | 2024 | 2023 | 2022 | 2021 | | 2020 | | | PEO | Ms. Powell | 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) | 9,455,247 | 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: grant date fair value in the “Stock Awards” column of the SCT for applicable fiscal year | 7,129,752 | 11,750,750 | 3,743,992 | 4,575,981 | 5,999,973 | — | 2,212,254 | | Deduct: grant date fair value in the “Option Awards” column of the SCT for applicable fiscal year | ― | ― | 2,499,811 | 2,000,403 | 2,000,119 | — | 1,275,782 | | Add: fair value at applicable fiscal year end of awards granted during applicable fiscal year that remain unvested at applicable fiscal year end | 5,853,133 | 7,164,426 | 5,142,324 | 5,099,331 | 3,808,596 | — | 18,363,635 | | Add / Deduct: change in fair value from the end of the prior fiscal year to the end of the applicable fiscal year of awards granted during prior fiscal year that were outstanding and unvested as of applicable fiscal year end | (4,943,945) | (833,983) | (1,169,682) | — | (8,298,444) | — | 11,352,376 | | Add: vesting date fair value of awards granted in applicable fiscal year that vested during applicable fiscal year | ― | ― | 561,804 | — | 1,284,158 | — | 950,433 | | Add / Deduct: change in fair value from the end of the prior fiscal year to the vesting date of awards granted during prior fiscal year that vested during applicable fiscal year | (1,198,267) | (326,051) | (35,016) | 6,556 | (3,513,078) | — | 6,149,359 | | Deduct: fair value at prior-year end of awards granted during prior fiscal year that were forfeited during applicable fiscal year | ― | ― | — | — | — | — | — | | Add: dollar value of dividends or other earnings paid during applicable fiscal year prior to vesting date | ― | ― | — | — | — | — | — | | Add: excess fair value for equity award modifications | ― | ― | — | — | — | — | — | | CAP to PEO (columns (d) and (e), as applicable) | 2,036,416 | 8,003,826 | 6,595,785 | 7,416,257 | (5,630,059) | — | 38,530,760 |

  108. Pay Versus Performance

    | Sunrun Inc. — 2025 Proxy Statement | 59 |

  109. 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 2024: Paul Dickson, Danny Abajian and Jeanna Steele. 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:

  110. Pay Versus Performance

    | Average Amounts for Non-PEO NEOs | 2024 | 2023 | 2022 | 2021 | 2020 | | SCT Derived Total for Non-PEO NEOs (f) | 5,471,217 | 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: grant date fair value in the “Stock Awards” column of the SCT for applicable fiscal year | 4,429,067 | 4,258,398 | 2,169,903 | 2,355,219 | 1,618,223 | | Deduct: grant date fair value in the “Option Awards” column of the SCT for applicable fiscal year | ― | ― | 1,394,991 | 1,293,790 | 1,248,575 | | Add: Fair value at applicable fiscal year end of awards granted during applicable fiscal year that remain unvested at applicable fiscal year end | 3,636,021 | 2,835,688 | 3,047,130 | 1,412,372 | 7,895,798 | | Add / Deduct: change in fair value from the end of the prior fiscal year to the end of the applicable fiscal year of awards granted during prior fiscal year that were outstanding and unvested as of applicable fiscal year end | (2,492,073) | (443,054) | (667,844) | (2,850,558) | 5,594,119 | | Add: vesting date fair value of awards granted in applicable fiscal year that vested during applicable fiscal year | ― | ― | 436,746 | 333,490 | 544,946 | | Add / Deduct: change in fair value from the end of the prior fiscal year to the vesting date of awards granted during prior fiscal year that vested during applicable fiscal year | (710,728) | (277,669) | (307,054) | (2,580,179) | 3,344,494 | | Deduct: fair value at prior-year end of awards granted during prior fiscal year that were forfeited during applicable fiscal year | ― | ― | — | — | — | | Add: dollar value of dividends or other earnings paid during applicable fiscal year prior to vesting date | ― | ― | — | — | — | | Subtract: forfeited awards during applicable fiscal year | ― | ― | (1,481,457) | — | — | | Add: excess fair value for equity award modifications | ― | — | — | — | | | CAP to Non-PEO NEOs (g) | 1,475,370 | 2,940,571 | 1,928,957 | (2,905,641) | 18,091,399 |

  111. Pay Versus Performance

    (6) Total Shareholder Return (“TSR”) 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 stock price at the end and the beginning of the measurement period by (b) the Company’s stock 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 TSR 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.

  112. Pay Versus Performance

    | Sunrun Inc. — 2025 Proxy Statement | 60 |

  113. 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 2024: •Ms. Powell’s annual total compensation in 2024 was $9,455,247; •The annual total compensation of our median employee was $78,864; and •The ratio of Ms. Powell’s annual total compensation to the annual total compensation of our median employee was 120 to 1. To identify our median employee, we took the following steps: •We selected December 31, 2024, the last day of our 2024 fiscal year, as the determination date for purposes of identifying our median employee. •We selected our median employee based on approximately 8,917 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 2024 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 2024, 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 2024 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.

  114. Pay Ratio Disclosure

    | Sunrun Inc. — 2025 Proxy Statement | 63 |