Sunrun Inc.
For the period ended Dec 31, 2024. Filed Apr 29, 2025.
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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, 2024 · Filed Apr 29, 2025
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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 all boxes that apply): | |
|---|---|
| ☒ | 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. — 2025 Proxy Statement | I |
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| Sunrun Inc. — 2025 Proxy Statement | II |
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Dear Fellow Stockholders,
I am pleased to invite you to attend the 2025 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 Wednesday, June 11, 2025 at 8:30 a.m. Pacific Time.
When thinking about stockholders, for me, 2025 has centered on two key priorities: sustainable, repeatable Cash Generation and deepening our stockholder engagement.
Throughout the past year, I've appreciated the opportunity to engage with our stockholders about our financial and operational progress, as well as our strategic direction and compensation philosophy. We've made substantial strides in advancing our mission of delivering clean, affordable, and reliable energy while maintaining a fierce focus on Cash Generation and disciplined eye on costs and unit margins. While 2024 was a volatile year across the solar industry, it was also the year Sunrun clearly differentiated itself from the industry — both through product innovation and execution. Interest rates and a shifting policy environment presented challenges, but our storage-first approach and laser focus on value creation has now resulted in multiple quarters of sustainable Cash Generation.
Key financial and operational results for 20241:
1,000,000+ Customers, representing 12% year-over-year growth.
$17.8 Billion in Gross Earning Assets as of December 31, 2024, an increase of $3.7 billion from the prior year.
$6.8 Billion in Net Earning Assets as of December 31, 2024, an increase of $1.7 billion from the prior year.
116,000 Customer Additions with ~65,000 installations including storage. Customer Additions with storage grew 79% year-over-year.
We deeply value your insights as stockholders, which shape our Board of Directors’ decisions, particularly related to our compensation philosophy and corporate governance practices. In 2024, we intensified our engagement efforts with stockholders, actively listening and implementing changes based on your valuable feedback. While stockholders were largely supportive of our recent declassification of the Board and increased mix of performance equity, they expressed a number of concerns with our executive compensation program, including the absence of performance-based compensation metrics that incentivize Cash Generation, granting one-time executive equity awards, insufficient disclosure of performance goals and targets, and the desire for the inclusion of independent members of the Board in our stockholder engagement for the annual meeting. The following summarizes the key feedback received and the actions we took in response.
1 See Appendix for definitions of defined terms.
| Sunrun Inc. — 2025 Proxy Statement | III |
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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.
Your opinions matter to us, and we value your vote as stockholders. We appreciate your investment and the trust you've placed in us. Our commitment is to deliver significant value to both our stockholders and customers. As the consumer-driven transition to a resilient, affordable clean energy future gains momentum, Sunrun is honored to lead this transformative shift, and we could not do it without our customers, employees, and stockholders. Your continued support is essential to realizing our shared vision. Thank you for your partnership.
Mary Powell
Chief Executive Officer and Director
April 29, 2025
| Sunrun Inc. — 2025 Proxy Statement | IV |
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Dear Stockholders of Sunrun Inc.,
The Annual Meeting of Sunrun Inc., a Delaware corporation, will be held exclusively online via a live audio-only webcast on Wednesday, June 11, 2025 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/RUN2025, 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 (the “Board”) has fixed the close of business on April 15, 2025 as the record date for the Annual Meeting.
Only stockholders of record on April 15, 2025 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, 2025, 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
| Sunrun Inc. — 2025 Proxy Statement | V |
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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, 2025
| Sunrun Inc. — 2025 Proxy Statement | VI |
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| PROXY STATEMENT FOR 2025 ANNUAL MEETING OF STOCKHOLDERS | |
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| 2024 Financial and Business Highlights | 1 |
| Stockholder Engagement and Responsiveness | 2 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 5 |
| DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 6 |
| Nominees for Director | 7 |
| Continuing Directors | 8 |
| Executive Officers | 11 |
| Skills, Attributes, and Experience of the Board of Directors | 17 |
| Sustainability and Impact | 19 |
| Director Compensation | 22 |
| PROPOSAL NO. 2 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 26 |
| EXECUTIVE COMPENSATION | 27 |
| Compensation Discussion and Analysis | 27 |
| Highlights of Key 2024 Compensation-Related Decisions | 28 |
| Consideration of Say-on-Pay Vote and Stockholder Feedback | 32 |
| Elements of our 2024 Executive Compensation Program | 33 |
| 2025 Compensation Philosophy | 41 |
| Compensation Committee Report | 47 |
| Summary Compensation Table - Fiscal Years 2024, 2023 and 2022 | 48 |
| Grants of Plan-Based Awards in Fiscal Year 2024 | 49 |
| Outstanding Equity Awards at Fiscal Year-End | 51 |
| Pay Versus Performance | 57 |
| Policies and Practices Related to the Grant of Certain Equity Awards | 62 |
| Pay Ratio Disclosure | 63 |
| Equity Compensation Plan Information | 64 |
| PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 65 |
| Fees Paid to the Independent Registered Public Accounting Firm | 65 |
| Auditor Independence | 65 |
| Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 66 |
| PROPOSAL NO. 4 AMENDMENT AND RESTATEMENT OF SUNRUN 2015 EQUITY INCENTIVE PLAN | 67 |
| PROPOSAL NO. 5 ADVISORY VOTE ON THE FREQUENCY OF SAY-ON-PAY | 77 |
| REPORT OF THE AUDIT COMMITTEE | 78 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 79 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 81 |
| HOUSEHOLDING OF ANNUAL MEETING MATERIALS | 81 |
| OTHER MATTERS | 81 |
| APPENDIX | |
| Amended and Restated Sunrun 2015 Equity Incentive Plan | 83 |
| Q&A | 95 |
| Definitions | 101 |
| Proxy Card | 103 |
| Sunrun Inc. — 2025 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.