DEF 14A of Sunrun Inc.
Filed Apr 15, 2026 · FY20250001469367-26-000029
Directors
Directors
Directors
| Lynn Jurich Co-Executive Chair & 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 (2007). 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 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. Age: 46 |
Directors
| Sunrun Inc. — 2026 Proxy Statement | 6 |
Directors
| Alan Ferber Lead Independent Director | Mr. Ferber has served as a member of our Board since February 2018 and as Lead Independent Director since 2024. 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 Inc. (“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 (now Array Digital Infrastructure), a telecommunications company, from 2001 until 2012 including serving as Executive Vice President and Chief Operating Officer, Chief Marketing 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. Age: 58 Committee Membership: Nominating, Governance, and Sustainability Committee, Compensation Committee |
Directors
| John Trinta 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. Mr. Trinta 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. Age: 68 Committee Membership: Audit Committee |
Directors
| Sunrun Inc. — 2026 Proxy Statement | 7 |
Directors
| Leslie Dach Director | 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. (now Walmart 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. Age: 71 Committee Membership: Nominating, Governance, and Sustainability Committee, Audit Committee |
Directors
| Edward Fenster Co-Executive Chair & Director | 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 (2007). 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. Age: 49 |
Directors
| Sunrun Inc. — 2026 Proxy Statement | 8 |
Directors
| Mary Powell CEO & Director | 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. (TSX: GIB.A, NYSE: GIB), 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. (NYSE: HE), 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 (Nasdaq: EVGO), 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. Age: 65 |
Directors
| Katherine August-deWilde Director | Ms. August-deWilde has served as a member of our Board since January 2016. Ms. August-deWilde also serves on the board of directors of Eventbrite Inc., a self-service ticketing and registration company, as well as a number of privately held companies and not-for-profits, including Tipping Point Community and the San Francisco Accelerator Housing Fund. Ms. August-deWilde previously served as a board member until 2023 and executive of First Republic Bank where she was President from 2007 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. Age: 78 Committee Membership: Compensation Committee, Nominating, Governance, and Sustainability Committee |
Directors
| Sunrun Inc. — 2026 Proxy Statement | 9 |
Directors
| Sonita Lontoh Director | Ms. 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 energy automation, smart energy, and digitalization solutions, and at Trilliant, a global provider of energy 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 TrueBlue Inc. (NYSE: TBI), a global workforce solutions company; a partner at Alpha, an AI governance firm; an advisor to Sway Ventures, a venture capital firm and on the advisory boards of the the Kyndryl Institute focusing on AI, cybersecurity and trust, the Jacobs Institute for Design Innovation at the University of California Berkeley, and the Abrams Climate Academy at Northwestern University. Ms. Lontoh serves on the NACD Blue Ribbon Commission on board culture and on the NACD/World Economic Forum/CGI Climate Advisory Council. She is also NACD-Directorship Certified, Digital Directors Network-Cybersecurity Certified, NACD Cyber Risk Oversight-Certified, NACD Climate Governance-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 to the Future 50 Board Directors by the Financial Times Agenda, the Top 30 AAPI Board Directors by Board Prospect, Directors to Watch by Directors & Board magazine, and the Most Influential Women in Business by the 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, public company governance, AI/technology innovation, data, and customer trust. Age: 50 Committee Membership: Compensation Committee, Audit Committee |
Directors
| Sunrun Inc. — 2026 Proxy Statement | 10 |
Directors
| Craig Cornelius Director | Mr. Cornelius has served as a member of our Board since November 2025. Mr. Cornelius has served as President and Chief Executive Officer of Clearway Energy Group LLC (“Clearway”) since September 2018 and as Chief Executive Officer of its public affiliate Clearway Energy, Inc. (“CWEN”), which is publicly traded on the NYSE under the symbols CWEN and NYSE:CWEN.A, since July 2024. His service as Chief Executive Officer of Clearway commenced on the company’s formation through a spin-out of NRG Energy, Inc.’s (“NRG”) clean energy businesses in 2018. Previously, Mr. Cornelius was President of NRG’s renewables division. In this capacity, he oversaw origination, development, engineering and construction, operations and asset management across the company’s businesses in wind and solar power. He joined NRG in 2013 and initially led new business development for renewables, including the establishment of new market segments, project acquisitions, and process improvement initiatives. Before joining NRG, Mr. Cornelius served for five years as a Principal and then a Managing Director in the solar investing practice at Hudson Clean Energy Partners. Previously, he was the Program Manager of the U.S. Department of Energy’s Solar Energy Technologies Program, where he led the creation of the $1.5 billion Solar America Initiative. Mr. Cornelius holds an A.B. from Princeton University in History of Science and an M.A. in Science, Technology, and Public Policy from George Washington University. Mr. Cornelius was selected to serve on the Board because of his extensive operational and financial experience and deep knowledge of the energy industry. Age: 46 Committee Membership: Nominating, Governance, and Sustainability Committee, Audit Committee |
Considerations in Evaluating Director Nominees
Considerations in Evaluating Director Nominees Our Nominating, Governance, and Sustainability Committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our Nominating, Governance, and Sustainability Committee will consider the following, without limitation: •the current size and composition of our Board; •the needs of our Board and the respective committees of our Board; •issues of character, integrity, and judgment; •ability to serve as an independent director; •areas of expertise; •relevant corporate experience; •length of board service and prior private and/or public company board experience; •potential conflicts of interest; and •and other commitments. Nominees must also have the ability to offer advice and guidance to our Chief Executive Officer based on past experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated. Director candidates must have sufficient time available in the judgment of our Nominating, Governance, and Sustainability Committee to perform all Board and applicable committee responsibilities. Members of our Board are expected to prepare for, attend, and participate in all Board and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our Nominating, Governance, and Sustainability Committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. Our Board of Directors recognizes the value of having a broad range of perspectives, experiences and skills within its composition. The Nominating, Governance, and Sustainability Committee is committed to ensuring the representation of a variety and range of perspectives on our Board and in its director nomination process, considers a broad range of factors to ensure a well-rounded and effective Board.
Director Compensation
Director Compensation
Director Compensation Highlights
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.
Director Compensation for Fiscal Year 2025
Director Compensation for Fiscal Year 2025 The following table sets forth a summary of the compensation awarded to our non-employee directors during our fiscal year ended December 31, 2025:
Director Compensation for Fiscal Year 2025
| Non-Employee Director(1) | Fees Earned or Paid in Cash | Stock Awards(2) | Total | | Katherine August-deWilde(3) | $104,000 | $177,215 | $281,215 | | Leslie Dach(3) | $102,500 | $177,215 | $279,715 | | Craig Cornelius(3) | $— | $28,241 | $28,241 | | Alan Ferber(3) | $128,000 | $177,215 | $305,215 | | Sonita Lontoh(3) | $96,500 | $177,215 | $273,715 | | John Trinta(3) | $109,505 | $177,215 | $286,720 | | Manjula Talreja(3) | $48,750 | $298,540 | $347,290 |
Director Compensation for Fiscal Year 2025
(1) During our fiscal year ended December 31, 2025, 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 2025 as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 — Stock Compensation (“ASC 718”), which were granted on January 2, 2025. 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, 2025. 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 Company’s stock price on the date of grant was $10.21. Mr. Cornelius was elected to the Board, the Nominating, Governance and Sustainability Committee and Audit Committee in November 2025. As a result, he was granted a pro-rated stock award for his Board service in 2025. The Company’s stock price on the date of grant for Mr. Cornelius was $20.42. In connection with Ms. Talreja’s departure from the Board, the Board approved accelerated vesting of her outstanding RSUs resulting in the recognition of incremental fair value of $121,325, which was computed as of the modification date in accordance with ASC 718.
Director Compensation for Fiscal Year 2025
| Sunrun Inc. — 2026 Proxy Statement | 24 |
Director Compensation for Fiscal Year 2025
(3) Equity incentive awards outstanding as of December 31, 2025 for each non-employee director were as follows: (i) Ms. August-deWilde held 17,357 shares issuable pursuant to restricted stock units (“RSUs”) which fully vested on January 1, 2026, (ii) Mr. Dach held 17,357 shares issuable pursuant to RSUs which fully vested on January 1, 2026, (iii) Mr. Cornelius held 1,383 shares issuable pursuant to RSUs which fully vested on January 1, 2026, (iv) Mr. Ferber held 17,357 shares issuable pursuant to RSUs which fully vested on January 1, 2026, (v) Ms. Lontoh held 17,357 shares issuable pursuant to RSUs which fully vested on January 1, 2026, and (vi) Mr. Trinta held 17,357 shares issuable pursuant to RSUs which fully vested on January 1, 2026. Ms. Talreja did not hold any outstanding equity awards as of December 31, 2025. She previously held 17,357 shares issuable pursuant to RSUs which fully vested on April 4, 2025, as described in footnote (2). 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, 2025:
Director Compensation for Fiscal Year 2025
| Co-Executive Chair/Employee Director | Salary | Total | | Lynn Jurich(4) | $275,000 | $275,000 | | Ed Fenster(5) | $275,000 | $275,000 |
Director Compensation for Fiscal Year 2025
(4) Equity incentive awards outstanding as of December 31, 2025 for Ms. Jurich were 1,274 shares issuable pursuant to RSUs which fully vested on March 6, 2026, 12,729 shares issuable to PSUs which fully vested on March 1, 2026, and 908,987 stock options, of which the remaining 1,846 unvested stock options fully vested on March 6, 2026. During our fiscal year ended December 31, 2025, 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. The amount included in the table represents the salary paid to her as a part-time employee for 2025. (5) Equity incentive awards outstanding as of December 31, 2025 for Mr. Fenster were 3,184 shares issuable pursuant to RSUs which fully vested March 6, 2026, 5,570 shares issuable pursuant to PSUs which fully vested on March 1, 2026, and 799,843 stock options, of which the remaining 4,613 unvested stock options fully vested on March 6, 2025. During our fiscal year ended December 31, 2025, 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. The amount included in the table represents the salary paid to him as a part-time employee for 2025.
Director Compensation for Fiscal Year 2025
| Sunrun Inc. — 2026 Proxy Statement | 25 |
Director Compensation for Fiscal Year 2025
Proposal #2: Advisory Vote on the Compensations of our Named Executive Officers 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, and is held annually, 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.” The next Say-on-Pay advisory vote will be held at the 2027 Annual Meeting.
Compensation Discussion and Analysis
| TABLE OF CONTENTS | | | | | Highlights of Key 2025 Compensation-Related Decisions | 28 | | Mary Powell | | 2026 Compensation Philosophy | 33 | | Chief Executive Officer and Director | | Equity Awards | 33 | | | | Elements of Our 2025 Executive Compensation Program | 34 | | Paul Dickson | | Base Salary | 34 | | President and Chief Revenue Officer | | 2025 Annual Bonus Incentive Plan | 35 | | | | Benefits Programs and Perquisites | 41 | | Danny Abajian | | Severance and Change in Control Benefits | 41 | | Chief Financial Officer | | Other Compensation Policies | 43 | | | | Compensation Setting Process | 44 | | Jeanna Steele | | Role of Management | 45 | | Chief Legal Officer and Chief People Officer | | Role of Compensation Consultant | 45 | | | | Executive Compensation Peer Group | 45 | | | | Tax Considerations | 46 | | | | Compensation Committee Report | 46 | | |
Highlights of Key 2025 Compensation-Related Decisions
| | Beginning with 2026 PSU awards, moved to a higher percentile rank measurement at target for PSU awards. | | | Beginning with 2026 PSU awards, restrict payout on PSUs with a relative TSR (“rTSR”) metric to a maximum of target (100%) if absolute TSR is negative. | | | Aim to continue to limit the burn rate to mid-single digit percentage or lower on an annual basis. | | | We moved to a performance period of at least three years for all PSUs to continue to emphasize long-term value creation. Our 2025 PSU awards were tied to 3-year rTSR (the “rTSR PSUs”) and the achievement of 3-year Cash Generation (the “Cash Generation PSUs”) to incentivize stockholder value creation, stock price appreciation and prioritize Cash Generation. | | | PSUs represent a significant portion of our NEOs' total annual equity compensation to reinforce alignment of key performance metrics. Beginning with our 2026 annual grants, for our CEO, PSUs represent 60% of the target value of her total annual equity compensation, and for all other NEOs, PSUs represent at least 55% of the target value of their total annual equity compensation. | | | Enhanced disclosure regarding the payouts of our PSU awards. | | | Inclusion of descriptions of all bonus incentive plan targets and achievements. | | | Our compensation framework includes no overlapping metrics between our PSUs and our annual bonus incentive plan. | | | In 2025, we implemented a circuit breaker for our NEOs pursuant to which a bonus payout related to the Adjusted NSV performance metric will be made only when a minimum Cash Generation threshold of $100 million is achieved. | | | No special or one-time awards were granted to Sunrun’s NEOs outside of our ongoing annual equity incentive program. |
Executive Compensation Philosophy and Objectives
Executive Compensation Philosophy and Objectives Our compensation philosophy is rooted in feedback from our stockholders and is intended to attract and reward talented individuals who possess the skills necessary to expand our business and assist in the achievement of our strategic goals and thereby create long-term value for our stockholders. Key elements of our compensation philosophy include the following: •Emphasis on Performance-Based At-Risk Compensation: To rigorously align executive compensation with stockholder interests and drive sustained value creation, we prioritize compensation that is performance-based and/or at-risk compensation. In 2025, 89% of our CEO’s target total compensation and 88% of all other NEOs’ target total compensation was structured as performance-based and/or at-risk cash and long-term equity incentives, with more than 50% of their target total compensation being performance-based. This significant emphasis on at-risk and performance-based pay ensures our executives remain strategically focused, directing their decisions, resources, and commitment toward enterprise imperatives that drive the Company’s success. The Compensation Committee establishes performance-based incentives with performance targets directly linked to the execution of our business strategy, ensuring that executive rewards are contingent upon achieving measurable and strategic goals. Data in the charts above includes target total direct compensation (base salary, target bonus, 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.
Executive Compensation Philosophy and Objectives
In the graph above, Total Target Equity Compensation reflects the total grant date fair value of equity awards granted 2023 to 2025 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. The realized equity compensation for Ms. Powell for fiscal years 2023 through 2025 reflects a realization of approximately 31% 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 2024, 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.
2026 Compensation Philosophy
2026 Compensation Philosophy In response to stockholder feedback, in 2025 we enhanced our NEO compensation programs, and these enhancements will continue into 2026. We heard our stockholders’ feedback and, in evaluating potential changes, we also consulted with our independent compensation consultant and reviewed market practice. The resulting changes, made in direct response to stockholder feedback, place a heightened emphasis on performance-based compensation tied to long-term value creation. In response to stockholder feedback that our rTSR targets rewarded median performance and included no vesting cap for negative absolute TSR, we (1) raised the percentile rank required for target payout on performance-based stock unit awards, and (2) capped PSU rTSR metric to a maximum payout of target (100%) if absolute TSR is negative. We also continue aiming to limit our burn rate to mid-single digit percentage or lower on an annual basis, even at depressed stock prices, and enhanced our Compensation Discussion and Analysis disclosure regarding the payouts of our performance-based stock unit awards. Our compensation program for 2026 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.
Annual Bonus
Annual Bonus For 2026, the metrics and their respective weightings used in the Annual Bonus Incentive Plan (“AIP”) will remain consistent with those applied in 2025. These metrics include: •Adjusted Net Subscriber Value (“Adjusted NSV”) •Solar Energy Capacity Installed •Storage Capacity Installed •Days Away, Restricted, or Transferred (“DART”) rate •New Customer Net Promoter Score In addition, the 2026 AIP will continue to 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 aims to: •Align executive compensation with performance measures valued by investors; •Introduce accountability by preventing bonus payouts in scenarios of low or negative Cash Generation; •Reinforce the Company's commitment to Cash Generation as a critical indicator of financial health; and •Align executive incentives with stockholder objectives through sustainable, stockholder-focused outcomes.
Equity Awards
Equity Awards For 2026, over 50% of NEOs' annual equity awards will continue to be granted in the form of PSUs. These PSUs will be equally divided between two performance metrics: (1) Relative Total Shareholder Return (“rTSR”) and (2) Cash Generation, consistent with the 2025 structure. For our CEO, PSUs represent 60% of the target value of her total annual equity compensation for 2026, and for all other NEOs, PSUs represent at least 55% of the target value of their total annual equity compensation. As was the case in 2025, all performance-based equity awards granted in 2026 have a three-year performance period. In response to stockholder feedback and to further align executive compensation with stockholder interests, the Compensation Committee raised the rTSR percentile rank at target from the 50th percentile to the 55th percentile and capped PSU payouts at target (100%) when absolute TSR is negative. This change reflects the Committee's commitment
Equity Awards
| Sunrun Inc. — 2026 Proxy Statement | 33 |
Equity Awards
to setting more rigorous performance standards and ensuring that target-level payouts require above-median relative performance.
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 2025 annual meeting of stockholders, our “say-on-pay” proposal received a vote of 67.6% cast in support. Following the 2025 annual meeting, we engaged with stockholders to better understand their perspectives on our executive compensation program, and they were largely supportive of the changes that we made to our 2024 executive compensation program as well as the changes that we committed to make to our 2025 executive compensation program, which included the following: •We moved to a full three year performance period for all PSU awards to continue to emphasize long-term value creation. •In 2025, we implemented a circuit breaker for our NEOs pursuant to which a bonus payout related to the Adjusted NSV performance metric will only be made when a minimum Cash Generation threshold is achieved to, among other things, promote accountability and strengthen alignment with investor objectives. However certain stockholders did express the following concerns with our executive compensation program, which we addressed as follows: •In response to stockholder feedback that our PSU awards with rTSR targets rewarded median performance and did not include a vesting cap for negative absolute TSR, beginning with our 2026 executive compensation program, we ◦ (1) raised the percentile rank required for target payout on PSU awards, and ◦ (2) capped PSU awards with a rTSR metric to a maximum payout of target (100%) if absolute TSR is negative. •In response to feedback from our stockholders regarding dilution from our equity compensation program, we remain committed to continue aiming to limit our burn rate to a mid-single digit percentage or lower on an annual basis. In addition, to promote greater transparency regarding compensation payouts, we have enhanced our disclosures regarding the PSUs that were earned following the completion of fiscal year 2025. We also have increased the ratio of performance-based equity compensation in furtherance of our “pay-for-performance” philosophy beginning with our 2026 annual equity grants. For our CEO, PSUs represent 60% of the target value of her total annual equity compensation for 2026, and for all other NEOs, PSUs represent at least 55% of the target value of their total annual equity compensation.
Elements of Our 2025 Executive Compensation Program
Elements of Our 2025 Executive Compensation Program The key elements of our executive compensation program include base salary, AIP awards, performance-based equity awards, time-based equity awards and health, welfare, and retirement programs. Except with respect to AIP awards, which typically are expressed as a predetermined percentage of each NEO’s base salary, we do not use specific formulas or weightings in determining the allocation of the various pay elements.
2025 Annual Bonus Incentive Plan
2025 Annual Bonus Incentive Plan
Changes from 2024 Annual Bonus Incentive Plan
Changes from 2024 Annual Bonus Incentive Plan Based on feedback from our stockholders and the Compensation Committee we revised our AIP for fiscal year 2025 to 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 Net Subscriber Value (“Adjusted NSV”) performance metric (representing 60% of the total target bonus opportunity for NEOs) would be made unless a predetermined minimum Cash Generation threshold was achieved. If this minimum Cash Generation threshold was met, payouts would 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 alignment with investor objectives by linking executive incentives to sustainable, stockholder-focused outcomes.
2025 Annual Bonus Incentive Plan Awards
2025 Annual Bonus Incentive Plan Awards Our NEOs participated in our AIP for fiscal year 2025 which was available to key employees and is intended to drive and reward achievement of our short-term performance goals. The 2025 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. Mr. Abajian’s increase in his target annual bonus opportunity reflects his increase in base salary; his target percentage remained the same. 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. Conversely, no AIP would have been paid unless Company performance met or exceeded threshold performance goals.
2025 Annual Bonus Incentive Plan Awards
| Executive | 2025 Target Bonus | % Base Salary | % Increase (or Decrease) from December 31, 2024 | | Mary Powell | $1,275,000 | 150% | — | | Paul Dickson | $600,000 | 100% | — | | Danny Abajian | $428,400 | 85% | 5% | | Jeanna Steele | $356,250 | 75% | — |
2025 Annual Bonus Incentive Plan Metrics and Performance
2025 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 Compensation 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 2025, 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. Adjusted Net Subscriber Value is an accrual based view of the contracted-period cash flows expected from Subscriber Additions in the period 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.
2025 Annual Bonus Incentive Plan Metrics and Performance
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2025 Annual Bonus Incentive Plan Metrics and Performance
•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. •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. •New Customer Net Promoter Score: Customer experience survey for new Sunrun customers. Further, no bonus payout related to the Adjusted NSV performance metric (representing 60% of the total target bonus opportunity for NEOs) would be made unless a minimum Cash Generation threshold of $100 million was achieved. If this minimum Cash Generation threshold was met, payouts will then be determined based on the performance against all AIP metrics. 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 were 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. In 2025, we delivered strong operational and financial performance despite an extended period of policy and tariff uncertainty, resulting in an aggregate bonus payout of 133.2% of target. Cash Generation totaled $377 million, the highest in the Company's history and above the $100 million Cash Generation threshold required under our bonus plan circuit breaker. We also exceeded our targets for Solar volume and Storage volume, and Adjusted Net Subscriber Value reached record levels at per Subscriber Addition. Net Promoter Scores (NPS) came in near target, while our Safety-DART rate fell slightly short of target. The threshold, target, and maximum performance goals for the Adjusted Net Subscriber Value, Storage Capacity Installed, Solar Energy Capacity Installed, New Customer Net Promoter Score, and Safety DART Rate goals, their respective weightings, and our actual performance against these goals are summarized below.
2025 Annual Bonus Incentive Plan Metrics and Performance
| 2025 Component | | Weighting | 2025 Threshold | 2025 Target | 2025 Maximum | 2025 Actuals | 2025 Weighted Payout | | Adjusted Net Subscriber Value (NSV) | | 60% | $5,000 | $6,500 to $7,500 | $8,500 | $9,201 | 90.0% | | Volume Based Performance | Solar Energy Capacity Installed | 10% | 757 MW | 841 MW | 925 MW | 873 MW | 11.9% | | | Storage Capacity Installed | 10% | 1,242 MWh | 1,380 MWh | 1,518 MWh | 1,508 MWh | 14.6% | | Safety-DART Rate(1) | | 10% | 2.34 | 1.90 | 1.60 | 2.11 | 7.6% | | New Customer NPS | | 10% | 45.0 | 52.0 | 60.0 | 50.6 | 9.0% | | Binary Cash Generation Circuit Breaker (applicable only to executive plan and applied only to Adjusted NSV metric) | | | | $100M | | $377M | Pass | | Final Result | | 133.2% | | | | | |
2025 Annual Bonus Incentive Plan Metrics and Performance
(1) A lower DART rate reflects better safety performance. 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 and the minimum Cash Generation threshold. 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 2025 performance.
2025 Annual Bonus Incentive Plan Metrics and Performance
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2025 Annual Bonus Incentive Plan Metrics and Performance
The AIP bonus awards paid to each of our NEOs for 2025 performance are set forth below.
2025 Annual Bonus Incentive Plan Metrics and Performance
| Executive | Actual Bonus Value | | Mary Powell | $1,698,300 | | Paul Dickson | $799,200 | | Danny Abajian | $570,629 | | Jeanna Steele | $474,525 |
Equity Awards
Equity Awards In 2025, 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 2025.
Annual Equity Awards
Annual Equity Awards
Annual Equity Awards
| Executive | rTSR PSU(1) | Cash Generation PSU(1) | RSUs | Target Equity Value(2) | | Mary Powell | 229,166 | 229,166 | 375,000 | $5,500,000 | | Paul Dickson | 177,083 | 177,083 | 289,772 | $4,250,000 | | Danny Abajian | 156,250 | 156,250 | 255,681 | $3,750,000 | | Jeanna Steele | 93,750 | 93,750 | 153,409 | $2,250,000 |
Annual Equity Awards
(1)The rTSR 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 2025.
PSU Awards
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 2025 were divided into two categories and were subject to equally-weighted performance vesting conditions based on: (1) our achievement of relative total shareholder return (“rTSR”) and (2) our achievement of Cash Generation.
PSU Awards
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PSU Awards Granted in 2025
PSU Awards Granted in 2025 Changes to PSU Award Design: While Cash Generation PSUs were previously granted with a performance period of less than three years, in response to stockholder feedback and consistent with our commitment to long-term value creation, all PSUs granted in 2025 and beyond will have a performance period of three years.
Relative Total Shareholder Return PSUs (“rTSR PSUs”)
Relative Total Shareholder Return PSUs (“rTSR PSUs”) Consistent with our compensation philosophy and our focus on driving long-term stockholder value, the rTSR PSUs granted to our NEOs will vest based on our rTSR versus a peer group of companies approved by our Compensation Committee. The Compensation Committee chose rTSR 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 2025 peer group includes 16 companies, with Sunrun’s revenues positioned at the 57th percentile. For purposes of our 2025 rTSR PSUs, the peer group is as follows:
Relative Total Shareholder Return PSUs (“rTSR PSUs”)
| | Array Technologies, Inc. (ARRY) | | First Solar, Inc. (FSLR) | | Plug Power Inc. (PLUG) | | | Bloom Energy Corporation (BE) | | Fluence Energy, Inc. (FLNC) | | Shoals Technologies Group, Inc. (SHLS) | | | Brookfield Renewable Corporation (BEPC) | | FTC Solar, Inc. (FTCI) | | SolarEdge Technologies, Inc. (SEDG) | | | Canadian Solar Inc. (CSIQ) | | Generac Holdings Inc. (GNRC) | | TPI Composites, Inc. (TPIC) | | | EnerSys (ENS) | | Hannon Armstrong Sustainable Infrastructure Capital, Inc. (HASI) | | | | | Enphase Energy, Inc. (ENPH) | | NextEra Energy, Inc. (NEE) | | |
Relative Total Shareholder Return PSUs (“rTSR PSUs”)
The 2025 rTSR PSUs are eligible to vest based on the level of achievement of rTSR during the performance period which runs from January 1, 2025 through December 31, 2027. Achievement of the threshold, target and maximum performance levels of rTSR 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 rTSR PSUs. Under the guidance of our compensation consultant, the Compensation Committee established the rTSR 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.
Relative Total Shareholder Return PSUs (“rTSR PSUs”)
| Achievement Level | rTSR Percentile Ranking | Payout Percentage | | Maximum | ≥75th | 200% | | Target | 50th | 100% | | Threshold | 25th | 50% | | < Threshold | <25th | —% |
Relative Total Shareholder Return PSUs (“rTSR PSUs”)
After the performance period has ended, our Compensation Committee will certify the level of achievement of the rTSR 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 rTSR PSU award and (2) the payout percentage as determined by the table above (such number
Relative Total Shareholder Return PSUs (“rTSR PSUs”)
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Relative Total Shareholder Return PSUs (“rTSR PSUs”)
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 is terminated 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 rTSR and measuring our rTSR percentile ranking during the performance period, dividends shall be treated as being reinvested for the purpose of the calculation during the performance period.
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. After considering stockholder feedback and consistent with our commitment to long-term value creation. The Compensation Committee elected to establish a three year measurement period that commenced on January 1, 2025 and runs through December 31, 2027. 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.
Cash Generation PSUs
| Performance Achieved | Cash Generation Goal | Payout Percentage | | Maximum | $1,655 million | 200% | | Target | $1,159 million | 100% | | Threshold | $662 million | 50% | | < Threshold | <$662 million | —% |
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 is terminated 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
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”), 2024 rTSR PSUs. A summary of the key terms and milestones/targets of these PSUs is included in the table below, with linear interpolation upon any achievement between the threshold and target performance levels or target and maximum performance levels (other than the TVG PSUs, which have only a target performance level).
Outstanding PSU Awards Previously Granted
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Outstanding PSU Awards Previously Granted
| High-Level Summary of Outstanding PSU Awards | | | | | | | | | | | PSUs Granted in 2025 | | | | | | | | | | | Performance Metric | Incentivizes | Grant Date | Grant Timeline | Award Performance Period | Milestone Dates/Targets | Vesting Dates | Performance Period Status | Vesting Schedule | Performance Achievement | | 2025 Relative Total Shareholder Return PSU ("rTSR PSU") | Stock price appreciation | 4/10/2025 | Awarded in 2025 annual compensation cycle | FY2025-FY2027 | Threshold (50%): 25th Percentile | April 2028 | In Progress | 100% | TBD | | | | | | | Target (100%): 50th Percentile | | | | | | | | | | | Max (200%): >= 75th Percentile | | | | | | 2025 Cash Generation PSU | Cash Generation | 4/10/2025 | Awarded in 2025 annual compensation cycle | FY2025-FY2027 | Threshold (50%): $662M | April 2028 | In Progress | 100% | TBD | | | | | | | Target (100%): $1,159M | | | | | | | | | | | Max (200%): $1,655M | | | | | | Other PSUs Outstanding | | | | | | | | | | | Performance Metric | Incentivizes | Grant Date | Grant Timeline | Award Performance Period | Milestone Dates/Targets | Vesting Dates | Performance Period Status | Vesting Schedule | Performance Achievement | | 2024 Relative Total Shareholder Return PSU ("rTSR PSU") | Stock price appreciation | 5/29/2024 | Awarded in 2024 annual compensation cycle | FY2024-FY2026 | Threshold (50%): 25th Percentile | April 2027 | In Progress | 100% | TBD | | | | | | | Target (100%): 50th Percentile | | | | | | | | | | | Max (200%): >= 75th Percentile | | | | | | 2024 Cash Generation PSU | Cash Generation | 5/29/2024 | Awarded in 2024 annual compensation cycle | Q22024-Q42025 | Threshold (50%): $350M | April 2026 | Completed | 100% | $630.61M 165.3% | | | | | | | Target (100%): $500M | | | | | | | | | | | Max (200%): $700M | | | | | | 2023 Relative Total Shareholder Return PSU ("rTSR PSU") | Stock price appreciation | 4/10/2023 | Awarded in 2023 annual compensation cycle | FY2023-FY2025 | Threshold (50%): 25th Percentile | April 2026 | Completed | 100% | 51.4th Percentile 105.4 | | | | | | | Target (100%): 50th Percentile | | | | | | | | | | | Max (200%): >= 75th Percentile | | | | | | Total Value Generated PSU ("TVG PSU")(1)(2)(3) | Increasing Subscriber Value, reducing creation costs, and growing Subscriber base | Multiple | Granted in 2021 with active performance periods remaining for 2025 | FY2023-FY2025 | FY 2023: $914,000,000 | March 2024 | Completed | 33% | $1,387,124,557 100% | | | | | | | FY 2024: $1,005,000,000 | March 2025 | Completed | 33% | $1,604,900,000 100% | | | | | | | FY 2025: $1,105,000,000 | March 2026 | Completed | 34% | $1,816,000,000 100% | | Stockholder Vision Alignment PSU ("SVA PSU") | Requires both significant stock price appreciation & Cash Generation per diluted share | 8/29/2023 | Awarded in response to stockholder feedback following 2023 annual Meeting | FY2024-FY2026 | Threshold (25%): Cash Generation $2.00, Share Price $45 | Q2 2027 | In Progress | 50% | TBD | | | | | | | Target (100%): Cash Generation $3.50, Share Price $60 | Q2 2028 | In Progress | 50% | TBD | | | | | | | Max (300%): Cash Generation $6.50, Share Price $100 | | | | |
Outstanding PSU Awards Previously Granted
(1)Mses. Powell and Steele and Mr. Dickson’s TVG PSUs were awarded in 2021. Mr. Abajian’s TVG PSU was granted in 2022 in connection with his promotion to Chief Financial Officer, using the original TVG thresholds from the 2021 TVG PSUs. (2)The milestone targets for the TVG PSUs listed in the table above were set in 2021 and reflect the definition of TVG (and associated discount rate) applicable at that time. (3)Mses. Powell and Steele and Mr. Abajian’s TVG PSUs have the vesting schedule represented in the table above. Mr. Dickson’s TVG PSU has a performance period from 2022-2025, with 25% vesting per year based upon achievement of the applicable thresholds.
Outstanding PSU Awards Previously Granted
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Outstanding PSU Awards Previously Granted
The table below sets forth the number of 2024 Cash Generation PSUs held by our NEOs that were earned based on the completion of the fiscal year 2024 to 2025 performance period. The PSUs vested on April 6, 2026, subject to each NEO’s service through the vesting date.
Outstanding PSU Awards Previously Granted
| Executive | 2024 Cash Generation PSUs Earned | | Mary Powell | 220,667 | | Paul Dickson | 170,515 | | Danny Abajian | 150,454 | | Jeanna Steele | 90,271 |
Outstanding PSU Awards Previously Granted
The table below sets forth the number of 2023 rTSR PSUs held by our NEOs that were earned based on the completion of the fiscal year 2023 to 2025 performance period. The PSUs vested on April 6, 2026, subject to each NEO’s service through the vesting date.
Outstanding PSU Awards Previously Granted
| Executive | 2023 rTSR PSUs Earned | | Mary Powell | 35,192 | | Paul Dickson | 23,994 | | Danny Abajian | 23,994 | | Jeanna Steele | 14,397 |
Outstanding PSU Awards Previously Granted
The table below sets forth the number of TVG PSUs that were earned based on the completion of the fiscal year 2025 performance period and the total number of TVG PSUs earned to date.
Outstanding PSU Awards Previously Granted
| Executive | TVG PSUs Earned for FY 2025 | Total TVG PSUs Earned to Date | | Mary Powell | 14,065 | 41,365 | | Paul Dickson | 3,291 | 13,162 | | Danny Abajian | 10,874 | 31,982 | | Jeanna Steele | 2,864 | 8,424 |
RSU Awards
RSU Awards The RSU awards granted in 2025 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.
Severance and Change in Control Benefits
Severance and Change in Control Benefits
Post-Employment Compensation
Post-Employment Compensation Our executive officers and certain other employees participate in the Severance Plan. The Compensation Committee believes that these benefits provided under the Severance Plan are 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
Equity Awards Grant Policy
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
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.
Role of the Compensation Consultant
Role of the Compensation Consultant The Compensation Committee continued to retain Meridian to advise on our 2025 executive compensation programs, practices and decisions given Meridian’s independence and expertise. During 2025, Meridian provided the following services as requested by the Compensation Committee: •Assisted in the development of the 2025 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; •Supported the Committee’s review and determination of our CEO’s target pay; •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 2025, 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.
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 2025 compensation decisions. To ensure alignment with Sunrun's go-forward strategy, the 2025 peer group was adjusted to be less focused on software companies and more focused on renewable energy and home services/solutions companies. In 2025, SunPower was removed from the peer group due to filing for bankruptcy. 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 2025 peer group includes 19 companies, with Sunrun’s revenues positioned at the 39th percentile. Our primary compensation peer group for 2025 consisted of the following companies:
Executive Compensation Peer Group
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Executive Compensation Peer Group
| Renewable Energy Peers (14) | | | | Home Solutions Peers (4) | | Leasing Peer (1) | | | | Array Technologies, Inc (ARRY) | | Generac Holdings, Inc. (GNRC) | | ADT Inc (ADT) | | Air Lease Corp (AL) | | | Bloom Energy Corp (BE) | | Gibraltar Industries Inc (ROCK) | | Alarm.com Holdings Inc (ALRM) | | | | | EnerSys (ENS) | | Hawaiian Electric Industries Inc. (HE) | | Resideo Technologies Inc (REZI) | | | | | Enphase Energy, Inc. (ENPH) | | Monolithic Power Systems Inc (MPWR) | | Zillow Group Inc (Z) | | | | | First Solar Inc. (FSLR) | | Plug Power Inc. (PLUG) | | | | | | | Fluence Energy Inc. (FLNC) | | Nextpower (NXT) | | | | | | | SolarEdge Technologies Inc. (SEDG) | | Sunnova Energy International Inc. (NOVA) | | | | |
Summary Compensation Table - Fiscal Year 2025, 2024, and 2023
Summary Compensation Table - Fiscal Year 2025, 2024, and 2023 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, 2025, 2024 and 2023.
Summary Compensation Table - Fiscal Year 2025, 2024, and 2023
| 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 | 2025 | $850,000 | $— | $— | $5,767,490 | $1,698,300 | $15,342 | $8,331,132 | | | 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 | | Paul Dickson, President and Chief Revenue Officer | 2025 | $600,000 | $— | $— | $4,456,694 | $799,200 | $12,840 | $5,868,734 | | | 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 | | Danny Abajian, Chief Financial Officer | 2025 | $504,000 | $— | $— | $3,932,382 | $570,629 | $12,840 | $5,019,851 | | | 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 | | Jeanna Steele, Chief Legal Officer & Chief People Officer | 2025 | $475,000 | $— | $— | $2,359,432 | $474,525 | $13,152 | $3,322,109 | | | 2024 | $468,852 | $— | $— | $2,916,684 | $408,263 | $13,353 | $3,807,152 | | | 2023 | $446,154 | $— | $— | $3,930,823 | $303,750 | $11,550 | $4,692,277 |
Summary Compensation Table - Fiscal Year 2025, 2024, and 2023
(1)The amounts reported represent the grant date fair value of stock awards, as applicable, granted to the NEOs during the applicable year as computed in accordance with ASC 718. Note that amounts reported in this column reflect the accounting cost for these stock awards, as applicable, and do not correspond to the actual economic value that may be received by the NEOs from the stock awards. The grant date fair value for RSU awards was determined using the closing price of our common stock on the grant date multiplied by the number of shares subject to the award. The grant date fair value for the Cash Generation PSU was determined using the closing price of our common stock on the grant date. For the rTSR PSUs, consistent with ASC 718, the grant date fair value was determined using a Monte Carlo simulation performed as of the date of grant by an independent third party, the assumption of with are disclosed below.
Summary Compensation Table - Fiscal Year 2025, 2024, and 2023
| rTSR PSU Award Grant Date | Dividend Yield | Interest Rate | Historical Volatility | Remaining Performance Period on the Grant Date (Years) | | 4/10/2025 | —% | 3.85% | 85.2% | 2.72 Years |
Summary Compensation Table - Fiscal Year 2025, 2024, and 2023
(2)The amounts reported for 2025 are inclusive of the rTSR 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 rTSR PSU award on the grant date (assuming the maximum level of performance conditions will be achieved) is $4,248,737 for Ms. Powell; $3,283,118 for Mr. Dickson; $2,896,875 for Mr. Abajian; and $1,738,125 for Ms. Steele, which is based on the product of the target vesting of the rTSR PSUs and the grant date fair value of the award. The value of each Cash Generation PSU award on the grant date (assuming the maximum level of performance conditions will be achieved) is $2,763,741 for Ms. Powell; $2,135,620 for Mr. Dickson; $1,884,375 for Mr. Abajian; and $1,130,625 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 2025 represent the amounts earned and payable under the 2025 bonus plan, all of which were paid in April 2026. (4)The amounts reported in this column include, for all NEOs, $12,600 in matching contributions under Sunrun’s 401(k) plan, and company contributions in respect of group term life insurance of $2,742 for Ms. Powell, $240 for Mr Dickson, $552 for Ms. Steele, and $240 for Mr. Abajian.
Summary Compensation Table - Fiscal Year 2025, 2024, and 2023
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Grants of Plan-Based Awards in Fiscal Year 2025
Grants of Plan-Based Awards in Fiscal Year 2025 The following table presents, for each of our NEOs, information concerning grants of plan-based awards made during fiscal 2025. This information supplements the information about these awards set forth in the Summary Compensation Table.
Grants of Plan-Based Awards in Fiscal Year 2025
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | Name | Grant Date | Threshold ($) | 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 | 4/10/2025 | $— | $— | $— | — | — | — | 375,000 | $2,261,250 | | PSUs(4) | 4/10/2025 | $— | $— | $— | 114,583 | 229,166 | 458,332 | — | $2,124,369 | | PSUs(5) | 4/10/2025 | $— | $— | $— | 114,583 | 229,166 | 458,332 | — | $1,381,871 | | Paul Dickson | — | $300,000 | $600,000 | $900,000 | — | — | — | — | $— | | RSUs | 4/10/2025 | $— | $— | $— | — | — | — | 289,772 | $1,747,325 | | PSUs(4) | 4/10/2025 | $— | $— | $— | 88,542 | 177,083 | 354,166 | — | $1,641,559 | | PSUs(5) | 4/10/2025 | $— | $— | $— | 88,542 | 177,083 | 354,166 | — | $1,067,810 | | Danny Abajian | — | $214,200 | $428,400 | $642,600 | — | — | — | — | $— | | RSUs | 4/10/2025 | $— | $— | $— | — | — | — | 255,681 | $1,541,756 | | PSUs(4) | 4/10/2025 | $— | $— | $— | 78,125 | 156,250 | 312,500 | — | $1,448,438 | | PSUs(5) | 4/10/2025 | $— | $— | $— | 78,125 | 156,250 | 312,500 | — | $942,188 | | Jeanna Steele | — | $178,125 | $356,250 | $534,375 | — | — | — | — | $— | | RSUs | 4/10/2025 | $— | $— | $— | — | — | — | 153,409 | $925,056 | | PSUs(4) | 4/10/2025 | $— | $— | $— | 46,875 | 93,750 | 187,500 | — | $869,063 | | PSUs(5) | 4/10/2025 | $— | $— | $— | 46,875 | 93,750 | 187,500 | — | $565,313 |
Grants of Plan-Based Awards in Fiscal Year 2025
(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 - 2025 Annual Bonus Incentive Plan Awards" above. (2)The amounts reported relate to rTSR 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 rTSR 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 awards granted to the NEOs during 2025 as computed in accordance with ASC 718. Please see footnotes (1) and (2) to the Summary Compensation Table for more information. (4)Inclusive of rTSR 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.
Grants of Plan-Based Awards in Fiscal Year 2025
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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, 2025. The awards are subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change-in-Control” section of this proxy statement.
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(18) | 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(18) | | Mary Powell | 8/31/2021 (1) | 74,294 | — | $44.25 | 8/31/2031 | — | — | — | — | | | 8/31/2021 (2) | — | — | — | — | 14,065 | $258,796 | — | — | | | 3/7/2022 (3) | 138,353 | 9,226 | $27.92 | 3/7/2032 | — | — | — | — | | | 3/7/2022 (4) | — | — | — | — | 6,368 | $117,171 | — | — | | | 4/10/2023 (5) | — | — | — | — | 75,128 | $1,382,355 | — | — | | | 4/10/2023 (6) | — | — | — | — | 35,192 | $647,533 | — | — | | | 8/29/2023 (7) | — | — | — | — | — | — | 118,127 | $2,173,537 | | | 4/10/2024 (8) | — | — | — | — | 132,438 | $2,436,859 | — | — | | | 5/29/2024 (9) | — | — | — | — | 220,667 | $4,060,273 | — | — | | | 5/29/2024 (10) | — | — | — | — | — | — | 133,496 | $2,456,326 | | | 4/10/2025 (11) | — | — | — | — | 375,000 | $6,900,000 | — | — | | | 4/10/2025 (12) | — | — | — | — | — | — | 229,166 | $4,216,654 | | | 4/10/2025 (13) | — | — | — | — | — | — | 458,332 | $8,433,309 |
Outstanding Equity Awards at Fiscal Year-End
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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(18) | 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(18) | | Paul Dickson | 9/12/2019 (1) | 12,602 | — | $13.44 | 9/12/2029 | — | — | — | — | | | 6/1/2020 (1) | 25,091 | — | $14.93 | 6/1/2030 | — | — | — | — | | | 9/8/2020 (1) | 4,360 | — | $51.44 | 9/8/2030 | — | — | — | — | | | 10/21/2020 (1) | 16,996 | — | $56.82 | 10/20/2030 | — | — | — | — | | | 7/7/2021 (1) | 12,912 | — | $53.69 | 7/6/2031 | — | — | — | — | | | 12/6/2021 (1) | 57,283 | — | $40.35 | 12/5/2031 | — | — | — | — | | | 12/6/2021 (2) | — | — | — | — | 3,291 | $60,554 | — | — | | | 3/7/2022 (3) | 83,011 | 5,536 | $27.92 | 3/6/2032 | — | — | — | — | | | 3/7/2022 (4) | — | — | — | — | 3,821 | $70,306 | — | — | | | 4/10/2023 (5) | — | — | — | — | 51,224 | $942,522 | — | — | | | 4/10/2023 (6) | — | — | — | — | 23,994 | $441,490 | — | — | | | 8/29/2023 (7) | — | — | — | — | — | — | 53,694 | $987,970 | | | 4/10/2024 (8) | — | — | — | — | 102,339 | $1,883,038 | — | — | | | 5/29/2024 (9) | — | — | — | — | 170,515 | $3,137,476 | — | — | | | 5/29/2024 (10) | — | — | — | — | — | — | 103,155 | $1,898,052 | | | 4/10/2025 (11) | — | — | — | — | 289,772 | $5,331,805 | — | — | | | 4/10/2025 (12) | — | — | — | — | — | — | 177,083 | $3,258,327 | | | 4/10/2025 (13) | — | — | — | — | — | — | 354,166 | $6,516,654 |
Outstanding Equity Awards at Fiscal Year-End
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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(18) | 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(18) | | Danny Abajian | 3/20/2018 (1) | 12,082 | — | $8.05 | 3/20/2028 | — | — | — | — | | | 3/14/2019 (1) | 10,554 | — | $14.57 | 3/14/2029 | — | — | — | — | | | 8/2/2019 (1) | 35,000 | — | $19.49 | 8/2/2029 | — | — | — | — | | | 6/7/2021 (1) | 13,894 | — | $43.51 | 6/7/2031 | — | — | — | — | | | 4/6/2022 (14) | 11,632 | 1,058 | $28.80 | 4/6/2032 | — | — | — | — | | | 4/6/2022 (15) | — | — | — | — | 961 | $17,682 | — | — | | | 6/10/2022 (16) | 81,117 | 11,590 | $25.84 | 6/10/2032 | — | — | — | — | | | 6/10/2022 (17) | — | — | — | — | 7,996 | $147,126 | — | — | | | 6/10/2022 (2) | — | — | — | — | 10,874 | $200,082 | — | — | | | 4/10/2023 (5) | — | — | — | — | 51,224 | $942,522 | — | — | | | 4/10/2023 (6) | — | — | — | — | 23,994 | $441,490 | — | — | | | 8/29/2023 (7) | — | — | — | — | — | — | 53,694 | $987,970 | | | 4/10/2024 (8) | — | — | — | — | 90,299 | $1,661,502 | — | — | | | 5/29/2024 (9) | — | — | — | — | 150,454 | $2,768,354 | — | — | | | 5/29/2024 (10) | — | — | — | — | — | — | 91,020 | $1,674,768 | | | 4/10/2025 (11) | — | — | — | — | 255,681 | $4,704,530 | — | — | | | 4/10/2025 (12) | — | — | — | — | — | — | 156,250 | $2,875,000 | | | 4/10/2025 (13) | — | — | — | — | — | — | 312,500 | $5,750,000 |
Outstanding Equity Awards at Fiscal Year-End
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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(18) | 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(18) | | Jeanna Steele | 3/20/2018 (1) | 5,626 | — | $8.05 | 3/20/2028 | — | — | — | — | | | 6/15/2018 (1) | 8,813 | — | $13.63 | 6/15/2028 | — | — | — | — | | | 3/14/2019 (1) | 17,987 | — | $14.57 | 3/14/2029 | — | — | — | — | | | 3/30/2020 (1) | 8,823 | — | $9.81 | 3/30/2030 | — | — | — | — | | | 3/4/2021 (1) | 18,666 | — | $53.42 | 3/4/2031 | — | — | — | — | | | 3/4/2021 (2) | — | — | — | — | 2,864 | $52,698 | — | — | | | 12/6/2021 (1) | 40,916 | — | $40.35 | 12/6/2031 | — | — | — | — | | | 3/7/2022 (3) | 55,340 | 3,691 | $27.92 | 3/7/2032 | — | — | — | — | | | 3/7/2022 (4) | — | — | — | — | 2,547 | $46,865 | — | — | | | 4/10/2023 (5) | — | — | — | — | 30,734 | $565,506 | — | — | | | 4/10/2023 (6) | — | — | — | — | 14,397 | $264,905 | — | — | | | 8/29/2023 (7) | — | — | — | — | — | — | 32,216 | $592,779 | | | 4/10/2024 (8) | — | — | — | — | 54,179 | $996,894 | — | — | | | 5/29/2024 (9) | — | — | — | — | 90,271 | $1,660,986 | — | — | | | 5/29/2024 (10) | — | — | — | — | — | — | 54,611 | $1,004,842 | | | 4/10/2025 (11) | — | — | — | — | 153,409 | $2,822,726 | — | — | | | 4/10/2025 (12) | — | — | — | — | — | — | 93,750 | $1,725,000 | | | 4/10/2025 (13) | — | — | — | — | — | — | 187,500 | $3,450,000 |
Outstanding Equity Awards at Fiscal Year-End
(1)The stock option is fully vested and immediately exercisable. (2)The TVG PSUs vested 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 awards reflects actual performance. (3)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. (4)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. (5)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. (6)The rTSR PSUs vested in accordance with the performance-based vesting conditions described in “Compensation Discussion and Analysis - Equity Awards - PSU Awards” above. The number of shares and the payout value for rTSR PSUs reflects actual performance. (7)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 reflects payout at threshold since the applicable performance metrics as measured through the end of 2025 did not exceed threshold levels. (8)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.
Outstanding Equity Awards at Fiscal Year-End
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Outstanding Equity Awards at Fiscal Year-End
(9)The Cash Generation PSUs vested in accordance with the performance-based vesting conditions described in “Compensation Discussion and Analysis—Equity Awards—PSU Awards” above. The number of shares and the payout value for Cash Generation PSUs reflects actual performance. (10)The rTSR 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 rTSR PSU award reflects payout at target since the applicable performance metrics as measured through the end of 2025 exceeded threshold levels but did not exceed target levels. (11)The RSUs vest over four years. Twenty-five percent of the RSUs vested on April 6, 2026, and the remaining RSUs vest in equal quarterly installments thereafter, subject to continued service to us. (12)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 reflects payout at target since the applicable performance metrics as measured through the end of 2025 exceeded threshold levels but did not exceed target levels. (13)The rTSR 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 rTSR PSU award reflects payout at target since the applicable performance metrics as measured through the end of 2025 exceeded target levels. (14)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. (15)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. (16)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. (17)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. (18)The amounts in these columns represents the market value of the shares underlying the RSUs (including PSUs that are no longer subject to performance-based conditions) and PSUs that remain subject to performance-based conditions, as applicable, as of December 31, 2025, based on the closing price of our common stock, as reported on Nasdaq, of $18.40 per share on December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
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Option Exercises and Stock Vested in Fiscal Year 2025
Option Exercises and Stock Vested in Fiscal Year 2025 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 2025 by each of our NEOs.
Option Exercises and Stock Vested in Fiscal Year 2025
| Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) | | Mary Powell | — | $— | 180,298 | $1,900,403 | | Paul Dickson | 17,374 | $204,537 | 121,728 | $1,304,918 | | Danny Abajian | — | $— | 117,758 | $1,235,549 | | Jeanna Steele | — | $— | 71,339 | $769,046 |
Option Exercises and Stock Vested in Fiscal Year 2025
(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.
Option Exercises and Stock Vested in Fiscal Year 2025
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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 2025 (December 31, 2025), and the price per share of our common stock was the closing price as of that date ($18.40 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.
Potential Payments upon Termination or Change-in-Control
| Name | Disability(1) | Death(1) | Termination Without Cause or Resignation for Good Reason(2) | Termination Without Cause or Resignation for Good Reason in Connection with a Change-in-Control(3) | Change-in-Control Where Awards Are Not Assumed or Substituted(4) | | Mary Powell | | | | | | | Cash severance payments | — | — | $2,154,325 | $3,187,500 | — | | Continued health coverage | — | — | $22,417 | $33,625 | — | | Accelerated vesting(3) | $25,055,482 | $25,055,482 | $12,527,741 | $25,055,482 | $30,909,277 | | Total: | $25,055,482 | $25,055,482 | $14,704,483 | $28,276,607 | $30,909,277 | | Paul Dickson | | | | | | | Cash severance payments | — | — | $827,400 | $1,200,000 | — | | Continued health coverage | — | — | $14,893 | $29,786 | — | | Accelerated vesting(3) | $19,019,859 | $19,019,859 | $9,509,930 | $19,019,859 | $23,540,224 | | Total: | $19,019,859 | $19,019,859 | $10,352,223 | $20,249,645 | $23,540,224 | | Danny Abajian | | | | | | | Cash severance payments | — | — | $669,384 | $932,400 | — | | Continued health coverage | — | — | $16,095 | $32,189 | — | | Accelerated vesting(3) | $17,191,838 | $17,191,838 | $8,595,919 | $17,191,838 | $21,183,055 | | Total: | $17,191,838 | $17,191,838 | $9,281,398 | $18,156,427 | $21,183,055 | | Jeanna Steele | | | | | | | Cash severance payments | — | — | $593,506 | $831,250 | — | | Continued health coverage(5) | — | — | — | — | — | | Accelerated vesting(3) | $10,195,698 | $10,195,698 | $5,097,849 | $10,195,698 | $12,590,439 | | Total: | $10,195,698 | $10,195,698 | $5,691,355 | $11,026,948 | $12,590,439 |
Potential Payments upon Termination or Change-in-Control
(1)In the event of disability or death, unvested RSUs and PSUs will fully accelerated with PSUs vesting at target performance. (2)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. See section titled “Compensation Discussion and Analysis - Severance and Change in Control Benefits” for additional information on our Severance Plan. (3)These amounts are inclusive of awarded stock options, RSUs, rTSR PSUs, Cash Generation PSUs, SVA PSUs and TVG PSUs. All awards (other than the SVA PSUs) are assumed accelerated at 50% attainment under a “Termination Without Cause or Resignation for Good Reason” triggering event in accordance with the Severance Plan and 100% attainment under a “Termination Without Cause or Resignation for Good
Potential Payments upon Termination or Change-in-Control
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Potential Payments upon Termination or Change-in-Control
Reason in Connection with a Change-in-Control” triggering event in accordance with our Severance Plan, in each case, assuming the performance criteria on the PSUs was met at 100% of target performance. 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. (4)Pursuant to our 2015 Equity Incentive Plan, in the event of a change in control where the successor corporation does not assume or substitute for outstanding awards granted under the plan, participants will fully vest in their equity awards, with performance-based awards vesting at the greater of 100% of target levels and the actual level of achievement to which such awards are tracking as of the date of the change in control. (5)Under our Severance Plan, Ms. Steele is eligible to receive continued health coverage; however, in 2025, she did not elect to obtain health coverage through the Company.
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.
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 ($)(8) | | | Ms. Powell(2) (b) | Ms. Jurich (c) | Ms. Powell (d) | Ms. Jurich (e) | | | Total Shareholder Return($) (h) | Peer Group Total Shareholder Return($) (i) | | | | 2025 | 8,336,194 | ― | 25,500,516 | ― | 4,739,619 | 14,853,277 | 27 | 48 | 449,947 | 377,000,000 | | 2024 | 9,455,247 | ― | 2,036,416 | ― | 5,471,217 | 1,475,370 | 13 | 32 | (2,846,167,000) | (58,000,000) | | 2023 | 13,750,184 | ― | 8,003,826 | ― | 5,084,004 | 2,940,571 | 28 | 52 | (1,604,497,000) | (112,000,000) | | 2022 | 8,340,158 | ― | 6,595,785 | ― | 4,466,331 | 1,928,957 | 35 | 71 | 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) | 49 | 75 | (79,423,000) | (291,000,000) |
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 2021 until August 31, 2021, when Ms. Powell commenced service as our Chief Executive Officer. (2)The amount for Ms. Powell in 2021 includes $230,736 of her compensation for her service as a non-employee member of the Board prior to becoming a PEO. (3)The dollar amounts reported in columns (d) and (e) represent the amount of CAP for Ms. Powell and Ms. Jurich, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total reported compensation for each year to determine the CAP:
Pay Versus Performance
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Pay Versus Performance
| Average for PEO | 2025 | 2024 | 2023 | 2022 | 2021 | | | PEO | Ms. Powell | Ms. Powell | Ms. Powell | Ms. Powell | Ms. Powell | Ms. Jurich | | Summary Compensation Table ("SCT") Derived Total for PEO (columns (b) and (c), as applicable) | 8,336,194 | 9,455,247 | 13,750,184 | 8,340,158 | 8,886,753 | 9,088,801 | | 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 | 5,767,490 | 7,129,752 | 11,750,750 | 3,743,992 | 4,575,981 | 5,999,973 | | 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 | | Add: fair value at applicable fiscal year end of awards granted during applicable fiscal year that remain unvested at applicable fiscal year end | 18,478,411 | 5,853,133 | 7,164,426 | 5,142,324 | 5,099,331 | 3,808,596 | | 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 | 4,184,330 | (4,943,945) | (833,983) | (1,169,682) | — | (8,298,444) | | Add: vesting date fair value of awards granted in applicable fiscal year that vested during applicable fiscal year | ― | ― | ― | 561,804 | — | 1,284,158 | | 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 | 269,071 | (1,198,267) | (326,051) | (35,016) | 6,556 | (3,513,078) | | 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) | 25,500,516 | 2,036,416 | 8,003,826 | 6,595,785 | 7,416,257 | (5,630,059) |
Pay Versus Performance
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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 2025: Paul Dickson, Danny Abajian and Jeanna Steele. 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. (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:
Pay Versus Performance
| Average Amounts for Non-PEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Derived Total for Non-PEO NEOs (f) | 4,739,619 | 5,471,217 | 5,084,004 | 4,466,331 | 4,428,242 | | 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 | 3,582,836 | 4,429,067 | 4,258,398 | 2,169,903 | 2,355,219 | | Deduct: grant date fair value in the “Option Awards” column of the SCT for applicable fiscal year | ― | ― | ― | 1,394,991 | 1,293,790 | | Add: Fair value at applicable fiscal year end of awards granted during applicable fiscal year that remain unvested at applicable fiscal year end | 11,479,018 | 3,636,021 | 2,835,688 | 3,047,130 | 1,412,372 | | 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 | 2,074,409 | (2,492,073) | (443,054) | (667,844) | (2,850,558) | | Add: vesting date fair value of awards granted in applicable fiscal year that vested during applicable fiscal year | ― | ― | ― | 436,746 | 333,490 | | 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 | 143,067 | (710,728) | (277,669) | (307,054) | (2,580,179) | | 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) | 14,853,277 | 1,475,370 | 2,940,571 | 1,928,957 | (2,905,641) |
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.
Pay Versus Performance
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Pay Versus Performance
(7)The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year.
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 2025: •Ms. Powell’s annual total compensation in 2025 was $8,331,132; •The annual total compensation of our median employee was $77,914; and •The ratio of Ms. Powell’s annual total compensation to the annual total compensation of our median employee was 107 to 1. To identify our median employee, we took the following steps: •We selected December 31, 2025, the last day of our 2025 fiscal year, as the determination date for purposes of identifying our median employee.
Pay Ratio Disclosure
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Pay Ratio Disclosure
•We selected our median employee based on approximately 7,426 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 2025 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 2025, 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 2025 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.