Not independent
Tenure on this board
19.4 yrs
9 nominees · 3 ballot items.
Three management proposals: elect nine directors; approve, on an advisory basis, the compensation of the named executive officers (say-on-pay); and ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Elect nine directors—Lynn Jurich, Mary Powell, Alan Ferber, Katherine August-deWilde, John Trinta, Sonita Lontoh, Leslie Dach, Craig Cornelius, and Edward Fenster—to serve until the 2027 annual meeting.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s executive compensation disclosures and program for its named executive officers. Management seeks endorsement to confirm that its compensation design—centered on a pay-for-performance philosophy with a high proportion of performance-based equity (PSUs), an annual bonus with a Cash Generation ‘circuit breaker,’ and other governance adjustments—reflects stockholder interests and effective alignment with long-term value creation. The Company emphasizes recent changes made in response to investor feedback, including moving PSUs to three-year performance periods, raising the rTSR percentile at target, capping rTSR PSU payouts at target when absolute TSR is negative, removing evergreen features, prohibiting option repricing without stockholder approval, and steps to limit equity burn. The Board frames these changes as addressing prior stockholder concerns after the 2025 say-on-pay (which received ~67.6% support) and as further strengthening alignment between pay and Cash Generation and TSR outcomes. Because the vote is advisory, a failure to receive majority support would not automatically change compensation but would trigger further engagement and potential program redesign by the Compensation Committee and the Board. Investors evaluating the proposal should weigh the quantitative mechanics of the PSU and bonus metrics (rTSR peer benchmarking, multi-year Cash Generation targets, and the $100M cash threshold for certain bonuses) against realized payouts and recent operational performance (e.g., record Cash Generation in 2025). The proposal sits within a broader governance context where the Company has recently declassified the Board, altered equity plan features, and increased disclosure—factors that mitigate some concerns about dilution and responsiveness. Overall, a FOR vote signals stockholder acceptance of the Company’s approach to linking executive pay to multi-year financial and relative market performance; a vote AGAINST would reflect unresolved concerns about target rigor, dilution, or the effectiveness of recent reforms and would likely prompt enhanced engagement and potential future adjustments by the Board.
Ratify the appointment of Ernst & Young LLP as Sunrun’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.09% | 26,448,499 | $359M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.42% | 12,932,976 | $175M |
| 3 | Greenvale Capital LLP | 5.03% | 12,000,000 | $163M |
| 4 | GOLDMAN SACHS GROUP INC | 4.60% | 10,961,636 | $149M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.21% | 10,044,367 | $136M |
| 6 | PGGM Investments | 4.00% | 9,546,965 | $129M |
| 7 | STATE STREET CORP | 3.93% | 9,376,776 | $127M |
| 8 | Invesco Ltd. | 3.73% | 8,886,432 | $121M |
| 9 | Grantham, Mayo, Van Otterloo Co. LLC | 3.28% | 7,820,138 | $106M |
| 10 | TWO SIGMA INVESTMENTS, LP | 3.27% | 7,792,810 | $106M |
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