Sunrun Inc
For the period ended Dec 31, 2023. Filed Apr 29, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Apr 29, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant☒ Filed by a Party other than the Registrant☐
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
SUNRUN INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| Sunrun Inc. — 2024 Proxy Statement | I |
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| Sunrun Inc. — 2024 Proxy Statement | II |
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Dear Fellow Stockholders,
We cordially invite you to attend the 2024 annual meeting of stockholders (the “Annual Meeting”) of Sunrun Inc., a Delaware corporation, which will be held exclusively online via a live audio-only webcast on Tuesday, June 18, 2024 at 8:30 a.m. Pacific Time.
Over the past year, I am grateful to have had the opportunity to discuss our financial and operating performance and strategic priorities with many of our stockholders. We have made significant progress advancing our mission of providing clean, affordable and reliable energy as we remain disciplined in how we operate; focusing on sustainable growth and prioritizing unit margins and cash generation capabilities. In 2023, we continued to adapt to the new interest rate environment by optimizing our pricing and product mix along with our routes to market and geographic mix. Throughout the year, we made numerous strides, all while adapting to regulatory changes in California and transitioning to a storage-first company. This transition not only provides customers with the best pro-consumer offering in terms of resiliency, but also establishes a foundation of energy resources which can provide value to the grid in the years to come.
Your feedback as stockholders matters tremendously to us and underpins the decisions we make as a Board. This was especially true in 2023, as we conducted an even deeper level of stockholder engagement and took actions directly in response to your feedback. Below is a summary of the key feedback we received and how we responded:
These are just a few of the key changes we made in response to stockholder feedback, and these and others are described further throughout this proxy statement. Most importantly, we are eager to provide a detailed background on why we decided to grant the Stockholder Vision Alignment PSU following last year’s annual stockholder meeting, and how we structured the award to align with key stockholder priorities that we heard from you during our stockholder engagement efforts and at last year’s annual stockholder meeting.
At this year’s meeting, we will vote on the election of our Class III directors, and the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm. We will also conduct a non-binding advisory vote
| Sunrun Inc. — 2024 Proxy Statement | III |
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to approve the compensation of Sunrun’s named executive officers. Finally, we will transact such other business as may properly come before the meeting.
The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/RUN2024, where you will be able to attend the Annual Meeting via a live audio-only webcast. You will be able to vote your shares and submit questions during the Annual Meeting webcast by logging in to the website listed above using the 16-digit control number included in your proxy card. Online check-in will begin at 8:15 a.m. Pacific Time, and we encourage you to allow ample time for the online check-in procedures.
Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible. You may vote over the Internet, by telephone, or by mailing a completed proxy card or voting instruction form (if you request printed copies of the proxy materials to be mailed to you). Your vote by proxy will ensure your representation at the Annual Meeting regardless of whether you attend the meeting. Details regarding admission to the Annual Meeting and the business to be conducted are described in the accompanying Notice of 2024 Annual Meeting of Stockholders and Proxy Statement.
We appreciate your investment and are thankful for the trust you have placed in us. Our unwavering focus is on doubling down on the fundamentals, and generating value for our stockholders and customers. The consumer-led revolution to a more resilient and affordable clean energy future is accelerating and Sunrun is proud to be at the epicenter of this seismic change in a way that benefits our customers while also providing meaningful stockholder value. Your support is what will make our mission a reality. Thank you for your continued investment in Sunrun.
Mary Powell
Chief Executive Officer and Director
April 29, 2024
| Sunrun Inc. — 2024 Proxy Statement | IV |
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Dear Stockholders of Sunrun Inc.,
The Annual Meeting of Stockholders (the “Annual Meeting”) of Sunrun Inc., a Delaware corporation, will be held exclusively online via a live audio-only webcast on Tuesday, June 18, 2024 at 8:30 a.m. Pacific Time, for the following purposes, as more fully described in the accompanying proxy statement:
The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/RUN2024, where you will be able to attend the Annual Meeting via a live audio-only webcast. You will be able to vote your shares and submit questions during the Annual Meeting webcast by logging in to the website listed above using the 16-digit control number included in your proxy card. Online check-in will begin at 8:15 a.m. Pacific Time, and we encourage you to allow ample time for the online check-in procedures.
Our Board of Directors has fixed the close of business on April 19, 2024 as the record date for the Annual Meeting. Only stockholders of record on April 19, 2024
are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.
On or about April 29, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and our annual report. The Notice provides instructions on how to vote via the Internet or by telephone and includes instructions on how to receive a paper copy of our proxy materials by mail. The accompanying proxy statement and our annual report can be accessed directly at the following Internet address: www.proxyvote.com. All you have to do is enter the control number located on your Notice or proxy card.
In addition to the matters described above, the agenda may also include such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone, or mail.
By order of the Board of Directors,
Jeanna Steele
Chief Legal Officer and Chief People Officer
April 29, 2024
| Sunrun Inc. — 2024 Proxy Statement | V |
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| PROXY STATEMENT FOR 2024 ANNUAL MEETING OF STOCKHOLDERS | 1 |
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| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 7 |
| Nominees | 7 |
| DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 8 |
| Nominees for Director | 9 |
| Continuing Directors | 10 |
| Executive Officers | 13 |
| Diversity of the Board of Directors | 18 |
| Skills, Attributes, and Experience of the Board of Directors | 19 |
| ESG (Environmental, Social and Governance) | 22 |
| Stockholder Engagement | 24 |
| Director Compensation | 30 |
| PROPOSAL NO. 2 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 32 |
| EXECUTIVE COMPENSATION | 33 |
| Compensation Discussion and Analysis | 34 |
| Executive Summary - 2023 Financial and Business Highlights | 35 |
| Executive Compensation Philosophy and Objectives | 38 |
| Compensation Setting Process | 43 |
| Consideration of Say-on-Pay Vote and Stockholder Feedback | 44 |
| Elements of our Executive Compensation Program | 45 |
| Compensation Committee Report | 60 |
| Summary Compensation Table - Fiscal 2023, 2022, and 2021 | 61 |
| Grants of Plan-Based Awards in Fiscal 2023 | 63 |
| Outstanding Equity Awards at Fiscal Year-End | 66 |
| Pay Versus Performance | 73 |
| Pay Ratio Disclosure | 77 |
| Equity Compensation Plan Information | 78 |
| PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 79 |
| Fees Paid to the Independent Registered Public Accounting Firm | 79 |
| Auditor Independence | 80 |
| Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 80 |
| REPORT OF THE AUDIT COMMITTEE | 81 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 82 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 85 |
| HOUSEHOLDING OF ANNUAL MEETING MATERIALS | 85 |
| OTHER MATTERS | 86 |
| Sunrun Inc. — 2024 Proxy Statement | VI |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.