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
________________________________________________

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☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-2
SUNRUN INC.
(Name of Registrant as Specified In Its Charter)
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Dear Fellow Stockholders:
We cordially invite you to attend the 2020 annual meeting of stockholders (the “Annual Meeting”) of Sunrun Inc., a Delaware corporation, which will be held on Tuesday, June 2, 2020 at 8:30 a.m. Pacific Time, in person at 225 Bush Street, Suite 1400, San Francisco, California 94104.
Please note that as part of our precautions regarding coronavirus or COVID-19, we are planning for the possibility that the annual meeting may be held by means of remote communication, such as a virtual annual meeting online. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be available at https://investors.sunrun.com/. We continue to monitor the situation closely and are taking into account applicable regulations and ordinances. The health and well-being of our employees, shareholders, and other community stakeholders remain our top priority.
At this year’s meeting, we will vote on the election of directors and the ratification of the selection of Ernst & Young LLP as Sunrun’s independent registered public accounting firm. We will also conduct a non-binding advisory vote to approve the compensation of Sunrun’s named executive officers. Finally, we will transact such other business as may properly come before the meeting.
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 2020 Annual Meeting of Stockholders and Proxy Statement.
Our mission is to create a planet run by the sun, and your support is helping make that mission a reality. Thank you for your continued investment in Sunrun.
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Lynn Jurich
Chief Executive Officer & Co-Founder
San Francisco, California
April 17, 2020

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225 Bush Street, Suite 1400
San Francisco, California 94104

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held at 8:30 a.m. Pacific Time on Tuesday, June 2, 2020

Dear Stockholders of Sunrun Inc.:

The Annual Meeting of Stockholders (the “Annual Meeting”) of Sunrun Inc., a Delaware corporation, which will be held on Tuesday, June 2, 2020 at 8:30 a.m. Pacific Time, in person at 225 Bush Street, Suite 1400, San Francisco, California 94104, for the following purposes, as more fully described in the accompanying proxy statement:

1. To elect the three nominees to serve as Class II directors until the 2023 annual meeting of stockholders and until their successors are duly elected and qualified;

2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020;

3. To approve, on an advisory basis, the compensation of our named executive officers (“Say-on-Pay”), as disclosed in the proxy statement; and

4. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

As part of our precautions regarding COVID-19, we are planning for the possibility that the annual meeting may be held by means of remote communication, such as a virtual annual meeting online. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be available at https://investors.sunrun.com/.

Our board of directors has fixed the close of business on April 8, 2020 as the record date for the Annual Meeting. Only stockholders of record on April 8, 2020 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 17, 2020, 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.voteproxy.com. All you have to do is enter the control number located on your Notice or proxy card.

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,
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Jeanna Steele
General Counsel & Corporate Secretary
San Francisco, California
April 17, 2020

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TABLE OF CONTENTS
Page

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Policies and Procedures for Related Party Transactions

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PROXY STATEMENT
FOR 2020 ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 8:30 a.m. Pacific Time on Tuesday, June 2, 2020

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2020 annual meeting of stockholders of Sunrun Inc., a Delaware corporation, (“Sunrun” or the “Company”), and any postponements, adjournments or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held on Tuesday, June 2, 2020 at 8:30 a.m. Pacific Time, at 225 Bush Street, Suite 1400, San Francisco, CA 94104. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our annual report is first being mailed or available to stockholders on or about April 17, 2020 to all stockholders entitled to vote at the Annual Meeting.
The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.
What matters am I voting on?
You will be voting on the following proposals:
•the election of three Class II directors as named in this proxy statement to serve until our 2023 annual meeting of stockholders;
•the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020;
•the advisory approval of the compensation of our named executive officers (“Say-on-Pay”), as disclosed in the proxy statement; and
•any other business as may properly come before the Annual Meeting.
As of the date of this proxy statement, we are not aware of any other matters that will be presented for consideration at the Annual Meeting.
How does the board of directors recommend I vote on these proposals?
Our board of directors recommends a vote:
•“FOR” the election of Leslie Dach, Edward Fenster and Mary Powell as Class II directors;
•“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020; and
•“FOR” the advisory approval of the compensation of our named executive officers (“Say-on-Pay”), as disclosed in the proxy statement.
Who is entitled to vote?
Holders of our common stock as of the close of business on April 8, 2020, the record date for the Annual Meeting, will be entitled to notice of and to vote at the Annual Meeting.
Registered Stockholders. If on April 8, 2020, shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or vote in person at the Annual Meeting. Throughout this proxy statement, we refer to these registered stockholders as “stockholders of record.”
Street Name Stockholders. If on April 8, 2020, shares of our common stock are held on your behalf in a stock brokerage account, or by a bank, trustee or other nominee, you are considered the beneficial owner of shares held in “street name,” and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares and are also invited
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to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock in person at the Annual Meeting unless you follow your broker or nominee’s procedures for obtaining a legal proxy. Your broker or nominee is obligated to provide you with instructions to vote before the Annual Meeting or to obtain a legal proxy if you wish to vote in person at the Annual Meeting. If your broker or nominee is participating in an online program that allows you to vote over the Internet or by telephone, your Notice or other voting instruction form will include that information. If what you receive from your broker or other nominee does not contain Internet or telephone voting information, please complete and return the paper form in the self-addressed, postage paid envelope provided by your broker or nominee. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank, trustee or other nominee as “street name stockholders.”
What constitutes a quorum for the Annual Meeting?
A quorum is required for stockholders to conduct business at the Annual Meeting. The presence, in person or represented by proxy, of the holders of a majority of the outstanding shares of our common stock is necessary to establish a quorum at the meeting. As of the close of business on the record date, there were 120,134,635 shares of our common stock outstanding. Shares present, in person or represented by proxy, including shares as to which authority to vote on any proposal is withheld, shares abstaining as to any proposal and broker non-votes (where a broker submits a properly executed proxy but does not have authority to vote a stockholder’s shares) on any proposal will be considered present at the meeting for purposes of establishing a quorum.
How many votes do I have?
In deciding all matters at the Annual Meeting, each stockholder will be entitled to one vote for each share of our common stock held by them on the record date. Stockholders are not permitted to cumulate votes with respect to the election of directors.
How many votes are needed to approve each proposal?
•Proposal No. 1: The election of directors requires a plurality vote of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote. “Plurality” means that the nominees who receive the largest number of votes cast “FOR” are elected as directors. Any shares not voted “FOR” a particular nominee (as a result of stockholder abstention or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote “FOR” or “WITHHELD” on each of the nominees.
•Proposal No. 2: The ratification of the appointment of Ernst & Young LLP requires the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote. Abstentions are considered votes present and entitled to vote on this proposal, and thus, will have the same effect as a vote “AGAINST.” Broker non-votes will have no effect on the outcome of this proposal.
•Proposal No. 3: The approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote. As described in Proposal No. 2 above, an abstention will have the same effect as a vote “AGAINST” and broker non-votes will have no effect.
How do I vote?
If you are a stockholder of record, there are four ways to vote:
• By Internet: You may submit a proxy over the Internet by following the instructions at www.voteproxy.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time the day before the Annual Meeting (have your Notice or proxy card in hand when you visit the website);
• By Toll-free Telephone: You may submit a proxy by calling 1-800-776-9437 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time the day before the Annual Meeting (have your Notice or proxy card in hand when you call);
• By Mail: You may complete, sign and mail your proxy card (if you received printed proxy materials) which must be received by us no later than the day before the Annual Meeting; or
• In Person: You may vote in person by written ballot at the Annual Meeting.
Even if you plan to attend the Annual Meeting in person, we recommend that you also vote by proxy so that your vote will be counted if you later decide not to attend.
If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank trustee or other nominee in order to instruct your broker or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning an instruction card, by telephone
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or by Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker or other nominee. As discussed above, if you are a street name stockholder, you may not vote your shares in person at the Annual Meeting unless you obtain a legal proxy from your broker, bank, trustee or other nominee.
Can I change my vote after submitting my proxy?
Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting in any one of the following ways:
• You may enter a new vote by Internet or by telephone until 11:59 p.m. Eastern Time the day before the Annual Meeting;
• You may submit another properly completed, proxy card by mail with a later date, which must be received by us no later than the day before the Annual Meeting;
• You may send written notice that you are revoking your proxy to our Secretary at Sunrun Inc., 225 Bush Street, Suite 1400, San Francisco, CA 94104, which must be received by us no later than the day before the Annual Meeting; or
• You may attend the Annual Meeting in person and complete a written ballot at the Annual Meeting.
If you are a street name stockholder, your broker or nominee can provide you with instructions on how to change your vote.
What do I need to do to attend the Annual Meeting in person?
Space for the Annual Meeting is limited. Therefore, admission will be on a first-come, first-served basis. Registration will open at 8:00 a.m. Pacific Time and the Annual Meeting will begin at 8:30 a.m. Pacific Time. If you attend the Annual Meeting, please be prepared to present:
• valid government photo identification, such as a driver’s license or passport; and
• if you are a street name stockholder, proof of beneficial ownership as of April 8, 2020, the record date, such as your most recent account statement reflecting your stock ownership on April 8, 2020, along with a copy of the voting instruction card provided by your broker, bank, trustee or other nominee or similar evidence of ownership.
Please allow ample time for check-in and parking if attending the Annual Meeting in person. Use of cameras, recording devices, computers and other electronic devices, such as smartphones and tablets, will not be permitted at the Annual Meeting.
Please note that as part of our precautions regarding COVID-19, we are planning for the possibility that the annual meeting may be held by means of remote communication, such as a virtual annual meeting online. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be available at https://investors.sunrun.com/.
What is the effect of giving a proxy?
Proxies are solicited by and on behalf of our board of directors. Our board of directors has designated Lynn Jurich, Ed Fenster, Bob Komin and Jeanna Steele as proxy holders. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors as described under “How does the board of directors recommend I vote on these proposals?” above. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned to a later date, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions before the new date, as described above.
Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?
In accordance with the rules of the Securities and Exchange Commission (“SEC”), we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about April 17, 2020 to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact of our annual meetings of stockholders.
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How are proxies solicited for the Annual Meeting and who will bear the cost of this solicitation?
Our board of directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.
How may my brokerage firm or other nominee vote my shares if I fail to provide timely directions?
Brokerage firms and other nominees, for example banks or agents, holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on Proposal No. 2, our sole “routine” matter, but brokers and nominees cannot use their discretion to vote “uninstructed” shares with respect to matters that are considered “non-routine”. “Non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, election of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation) and certain corporate governance proposals, even if management supported. Accordingly, your broker or nominee may not vote your shares on Proposals Nos. 1 or 3 without your instructions, but may vote your shares on Proposal No. 2.
Where can I find the voting results of the Annual Meeting?
We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8‑K (“Form 8-K”) that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8‑K within four business days after the Annual Meeting, we will file a Form 8‑K to publish preliminary results and will provide the final results in an amendment to the Form 8‑K as soon as they become available.
What is the deadline for stockholders to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?
Stockholder Proposals
Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our 2021 annual meeting of stockholders, our Secretary must receive the written proposal at our principal executive offices not later than December 18, 2020. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:
Sunrun Inc.
Attention: Secretary
225 Bush Street, Suite 1400
San Francisco, CA 94104
Our amended and restated bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our amended and restated bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our proxy materials with respect to such meeting, (ii) otherwise properly brought before such meeting by or at the direction of our board of directors, or (iii) properly brought before such meeting by a stockholder of record entitled to vote at the annual meeting who has delivered timely written notice to our Secretary, which notice must contain the information specified in our amended and restated bylaws. To be timely for our 2021 annual meeting of stockholders, our Secretary must receive the written notice at our principal executive offices:
• not earlier than February 1, 2021; and
• not later than the close of business on March 3, 2021.
In the event that we hold our 2021 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary of the Annual Meeting, notice of a stockholder proposal that is not intended to be included in our proxy statement
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must be received no earlier than the close of business on the 120th day before our 2021 annual meeting of stockholders and no later than the close of business on the later of the following two dates:
• the 90th day prior to our 2021 annual meeting of stockholders; or
• the 10th day following the day on which public announcement of the date of our 2021 annual meeting of stockholders is first made.
If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting does not appear to present his, her or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.
Nomination of Director Candidates
You may propose director candidates for consideration by our nominating and corporate governance committee. Any such recommendations should include the nominee’s name and qualifications for membership on our board of directors and should be directed to our Secretary at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see “Board of Directors and Corporate Governance—Stockholder Recommendations for Nominations to the Board of Directors.”
In addition, our amended and restated bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our amended and restated bylaws. In addition, the stockholder must give timely notice to our Secretary in accordance with our amended and restated bylaws, which, in general, require that the notice be received by our Secretary within the time periods described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.
Availability of Bylaws
A copy of our amended and restated bylaws is available on our website at www.sunrun.com on the “Governance Documents” page under the “Investors – Corporate Governance” section. You may also contact our Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.
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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Our business affairs are managed under the direction of our board of directors, which is currently composed of seven members. Five of our directors are independent within the meaning of the listing standards of The Nasdaq Stock Market (“Nasdaq”). Our board of directors is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring.
The following table sets forth the names, ages as of April 17, 2020, and certain other information for each of the directors with terms expiring at the Annual Meeting (who are also nominees for election as a director at the Annual Meeting), and for each of the continuing members of our board of directors:
ClassAgePositionDirector
Since		Current
Term
Expires		Expiration
of Term
For Which
Nominated
Directors with Terms Expiring at the Annual Meeting/Nominees
Leslie Dach (1) (3)
II66Director201620202023
Edward FensterII43Executive Chairman and Director200720202023
Mary Powell (2) (3)
II59Director201820202023
Continuing Directors
Katherine August-deWilde (1) (2)
III72Director20162021—  
Gerald Risk (3) (4)
III51Director20142021—  
Alan Ferber (1) (2)
I52Director20182022—  
Lynn JurichI40Chief Executive Officer and Director20072022—  
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(1) Member of our nominating and corporate governance committee
(2) Member of our compensation committee
(3) Member of our audit committee
(4) Lead Independent Director

Nominees for Director
Leslie Dach. Mr. Dach has served as a member of our board of directors since May 2016. Mr. Dach brings more than 25 years of experience running major business and strategic initiatives across the public, private and civil sectors, including leading corporate affairs and sustainability at Walmart Stores Inc. from 2006 to 2013. Mr. Dach served as senior counselor to the Secretary of the U.S. Department of Health & Human Services from 2014 to 2016. Prior to that, Mr. Dach served as executive vice president of corporate affairs for Walmart and was a member of the company’s executive council and executive finance committee. Mr. Dach has served on numerous boards including the Environmental Defense Fund, World Resources Institute, United Negro College Fund, the Yale University Council and the National Audubon Society. He previously served on our board of directors from June 2013 to July 2014. 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 of directors because of his extensive business experience in both the public and private sector and his prior experience with the Company.
Edward Fenster. Mr. Fenster is one of our co-founders and has served as our Executive Chairman since March 2014 and as a member of our board of directors since inception. Mr. Fenster served as our Chief Executive Officer from June 2008 to October 2012, and 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, a technology device protection and support company. 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 of directors because of the perspective and experience he brings as one of our co-founders and as one of our largest stockholders.
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Mary Powell. Ms. Powell served as the President and Chief Executive Officer of Green Mountain Power Corporation, an electric services company that serves 75% of the State of Vermont’s residential and business customers, from 2008 to 2019. Her previous roles at Green Mountain Power Corporation included Senior Vice President and Chief Operations Officer from 2001-2008, and Senior Vice President, Customer and Organizational Development from 1999-2001. Ms. Powell has been nationally recognized for her work transforming the energy system by outlets including Fast Company magazine and has received numerous industry awards, most recently being named Utility Dive’s 2019 “Executive of the Year” in recognition for her leadership of Vermont’s investor-owned utility to prioritize and deliver on customer-choice distributed energy solutions. Ms. Powell currently serves on the board of directors of Hawaiian Electric Industries Inc. (NYSE: HE), the largest utility in Hawaii. She also serves on the boards of a number of other privately held companies and nonprofits, including Rocky Mountain Institute, a world-renowned energy think tank, and Énergir, a privately held energy company in Quebec, Canada. Ms. Powell holds an Associate’s degree from Keene State College.
Ms. Powell was selected to serve on our board of directors because of her extensive experience and knowledge of the energy and utility industry.
Continuing Directors
Katherine August-deWilde. Ms. August-deWilde has served as a member of our board of directors since January 2016. Ms. August-deWilde is currently the Vice Chair of First Republic Bank (NYSE: FRC), a position she has held since the beginning of 2016, and has served on the board of directors since 1988. First Republic Bank offers private personal banking, private business banking, and private wealth management services. Ms. August-deWilde has held several executive leadership roles at the company, including COO from 1993 - 2014, and President from 2007 - 2015. Previously, Ms. August-deWilde was Senior Vice President and Chief Financial Officer at PMI Group. Ms. August-deWilde currently serves on the board of directors of Eventbrite Inc. (NYSE: EB), a self-service ticketing and registration company, and TriNet Group Inc. (NYSE: TNET), a human resource software solutions company for businesses, as well as a number of privately held companies. She holds a B.A. degree from Goucher College and an M.B.A. from Stanford Graduate School of Business.
Ms. August-deWilde was selected to serve on our board of directors because of her extensive experience in the consumer-facing financial industry.
Gerald Risk. Mr. Risk has served as a member of our board of directors since February 2014. Since March 2013, Mr. Risk has served as Vice Chairman at Asurion, LLC, a company that provides device detection and support services, and previously served as its President from May 2009 to March 2013 and its Chief Financial Officer from February 1999 to May 2009. Mr. Risk currently serves on the boards of directors of a number of privately held companies. Mr. Risk holds a Bachelor of Commerce from Queen’s University and an M.B.A. from the Stanford Graduate School of Business.
Mr. Risk was selected to serve on our board of directors because of his extensive executive experience and his experience as an operator and investor building emerging growth businesses.
Alan Ferber. Mr. Ferber has served as the Chief Executive Officer of Jackson Hewitt Tax Services, a provider of tax preparation services, since January 2017. Prior to joining Jackson Hewitt, Mr. Ferber was President of ADT Residential, a home security company, from 2013 until 2016. He also previously held the role of Senior Vice President and Chief Customer Officer for ADT. His other experience includes holding several executive leadership positions at US Cellular, a telecommunications company, from 2001 until 2012 including serving as Executive Vice President and Chief Operating Officer, Chief Strategy and Brand Officer. Mr. Ferber received a Bachelor of Arts degree 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 was selected to serve on our board of directors because of his experience and knowledge of consumer-facing industries.
Lynn Jurich. Ms. Jurich is one of our co-founders and has served as our Chief Executive Officer since March 2014 and as a member of our board of directors since inception. 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. From July 2002 to July 2005, Ms. Jurich served as an associate at Summit Partners, a private equity firm. Ms. Jurich serves on the board of directors of privately held Generate Capital, Inc. 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 of directors because of the perspective and experience she brings as one of our co-founders and as one of our largest stockholders.
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Director Independence
Our common stock is listed on Nasdaq. Under the listing standards of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors, as affirmatively determined by the board of directors. In addition, the Nasdaq listing standards require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under the Nasdaq listing standards, a director will only qualify as an “independent director” if, in the opinion of that listed company’s board of directors, that director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Nasdaq listing standards. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the Nasdaq.
Our board of directors has undertaken a review of the independence of each of our directors. Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has determined that Katherine August-deWilde, Leslie Dach, Alan Ferber, Mary Powell, and Gerald Risk do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the Nasdaq listing standards. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.
Board Leadership Structure and Lead Independent Director
Our Corporate Governance Guidelines require that if we do not have an independent chairperson then we will appoint a lead independent director. Mr. Fenster currently serves as an executive and Executive Chairman of our board of directors. Our board of directors believes that it can benefit from Mr. Fenster’s years of experience as a founder and executive of the Company. Mr. Fenster possesses detailed in-depth knowledge of the issues, opportunities, and challenges facing us.
Our board of directors appointed Mr. Risk as the Lead Independent Director of our board of directors on June 7, 2019. Our board of directors believes that the current board leadership structure, with a strong emphasis on board independence, allows our management team to focus on our day-to-day business while allowing the Lead Independent Director to lead our board of directors in its fundamental role of providing independent advice to and oversight of management. In addition, as described below, our board has three standing committees, each member of which is an independent director. Our board delegates substantial responsibility to each committee of the board, which reports their activities and actions back to the full board. We believe that the independent committees of our board are an important aspect of the leadership structure of our board.
Board Meetings and Committees
During our fiscal year ended December 31, 2019, our board of directors held six meetings (including regularly scheduled and special meetings). During fiscal year 2019, each of our directors attended at least 75% of the meetings of the Board and committees on which he or she served as a member, with the exception of Ms. Powell due to unforeseen circumstances, including a series of special meetings called when Ms. Powell was out of the country. During 2018 and during the period from January 1, 2020 to the date of this proxy statement, Ms. Powell has otherwise had a 100% attendance record for all of our Board and Committee meetings.
Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we strongly encourage our directors to attend. All members of our board of directors attended our 2019 annual meeting of stockholders.
Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the three committees of our board of directors is described below. Members will serve on these committees until their resignation or until as otherwise determined by our board of directors.
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Audit Committee
Our audit committee consists of Mr. Risk, Ms. Powell and Mr. Dach, with Mr. Risk serving as the chair. Ms. Powell and Mr. Dach joined our audit committee on June 7, 2019 and April 8, 2020, respectively. Ms. August-deWilde stepped down from the Audit Committee and joined the Nominating and Corporate Governance Committee on April 8, 2020. Mr. Steve Vassallo did not seek re-election to our board of directors and his term ended on June 7, 2019.
Each member of our audit committee meets the requirements for independence and financial literacy for audit committee members under the Nasdaq listing standards and SEC rules and regulations. In addition, our board of directors has determined that Mr. Risk is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”). Our audit committee is responsible for, among other things:
•selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;
•helping to ensure the independence and performance of the independent registered public accounting firm;
•discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end results of operations;
•developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;
•reviewing our policies on risk assessment and risk management;
•reviewing related party transactions; and
•approving or, as required, pre-approving, all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.
Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the Nasdaq listing standards. A copy of the charter of our audit committee is available on our website at www.sunrun.com on the “Governance Documents” page under the “Investors – Leadership & Governance” section. During our fiscal year ended December 31, 2019, our audit committee held eight meetings.
Compensation Committee
Our compensation committee consists of Mses. August-deWilde and Powell and Mr. Ferber, with Ms. August-deWilde serving as the chair. Mr. Ferber joined our compensation committee on June 7, 2019 upon the expiration of Mr. Vassallo’s term as a member on our board of directors on June 7, 2019.
Each member of our compensation committee meets the requirements for independence for compensation committee members under the Nasdaq listing standards and SEC rules and regulations, including Rule 10C-1 under the Exchange Act. Each member of our compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code (the “Code”). Our compensation committee is responsible for, among other things:
•reviewing, approving and determining, or making recommendations to our board of directors regarding, the compensation of our executive officers;
•administering our equity compensation plans;
•reviewing, approving and making recommendations to our board of directors regarding incentive compensation and equity compensation plans;
•evaluating director compensation and making recommendations to our board of directors regarding the compensation of our directors; and
•establishing and reviewing general policies relating to compensation and benefits of our employees.
Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the Nasdaq listing standards. A copy of the charter of our compensation committee is available on our website at www.sunrun.com on the “Governance Documents” page under the “Investors – Leadership & Governance” section. During our fiscal year ended December 31, 2019, our compensation committee held four meetings.
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Nominating and Corporate Governance Committee
Our nominating and corporate governance committee consists of Ms. August-deWilde and Messrs. Ferber and Dach, with Mr. Dach serving as the chair. Ms. August-de Wilde joined the committee on April 8, 2020.
Each member of our nominating and corporate governance committee meets the requirements for independence under the Nasdaq listing standards and SEC rules and regulations. Our nominating and corporate governance committee is responsible for, among other things:
•identifying, evaluating and selecting, or making recommendations to our board of directors regarding, nominees for election to our board of directors and its committees;
•evaluating the performance of our board of directors and of individual directors;
•considering and making recommendations to our board of directors regarding the composition of our board of directors and its committees;
•reviewing developments in corporate governance practices;
•evaluating the adequacy of our corporate governance practices and reporting;
•developing and making recommendations to our board of directors regarding corporate governance guidelines and matters; and
•reviewing the our strategies, activities, policies, and communications regarding environmental, social and governance (“ESG”) related matters.
Our nominating and corporate governance committee operates under a written charter that satisfies the applicable Nasdaq listing standards. A copy of the charter of our nominating and corporate governance committee is available on our website at www.sunrun.com on the “Governance Documents” page under the “Investors – Leadership & Governance” section. During our fiscal year ended December 31, 2019, our nominating and corporate governance committee held two meetings.
Compensation Committee Interlocks and Insider Participation
During the last fiscal year, Mses. August-deWilde and Powell and Mr. Ferber served as members of our compensation committee. Mr. Ferber joined our compensation committee on June 7, 2019, upon the expiration of Mr. Vassallo’s term on our board of directors on June 7, 2019. None of the members of our compensation committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our board of directors or compensation committee.
Considerations in Evaluating Director Nominees
Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our nominating and corporate governance committee will consider the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors. Some of the qualifications that our nominating and corporate governance committee considers include, without limitation, issues of character, integrity, judgment, diversity, independence, area of expertise, corporate experience, length of service, potential conflicts of interest 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 and corporate governance committee to perform all board of director and committee responsibilities. Members of our board of directors are expected to prepare for, attend, and participate in all board of director and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests.
Although our board of directors does not maintain a specific policy with respect to board diversity, our board of directors believes that our board of directors should be a diverse body, and our nominating and corporate governance committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our nominating and corporate governance committee may take into account the benefits of diverse viewpoints. Our nominating and corporate governance committee also considers these and other factors as it oversees the annual board of director and committee evaluations. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection.
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Stockholder Recommendations for Nominations to the Board of Directors
Our nominating and corporate governance committee will consider candidates for director recommended by stockholders holding at least one percent (1%) of the fully diluted capitalization of our company continuously for at least twelve (12) months prior to the date of the submission of the recommendation, so long as such recommendations comply with our amended and restated certificate of incorporation and amended and restated bylaws and applicable laws, rules and regulations, including those promulgated by the SEC. Our nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our amended and restated bylaws, our policies and procedures for director candidates, as well as the regular director nominee criteria described above. This process is designed to ensure that our board of directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business. Eligible stockholders wishing to recommend a candidate for nomination should contact our General Counsel or our Legal Department in writing. Such recommendations must include information about the candidate, a statement of support by the recommending stockholder, evidence of the recommending stockholder’s ownership of our common stock and a signed letter from the candidate confirming willingness to serve on our board of directors. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors.
Any nomination must comply with the requirements set forth in our bylaws and should be sent in writing to our Secretary at Sunrun Inc., 225 Bush Street, Suite 1400, San Francisco, CA 94104. To be timely for our 2021 annual meeting of stockholders, our Secretary must receive the nomination no earlier than February 1, 2021 and no later than March 3, 2021.
Communications with the Board of Directors
Interested parties wishing to communicate with our board of directors or with individual members of our board of directors may do so by writing to our board of directors or to the particular members of our board of directors, and mailing the correspondence to our General Counsel at Sunrun Inc., 225 Bush Street, Suite 1400, San Francisco, CA 94104. Our General Counsel, in consultation with appropriate members of our board of directors as necessary, will review all incoming communications and, if appropriate, such communications will be forwarded to the appropriate member or members of our board of directors, or if none is specified, to the Chairman of our board of directors.
ESG (Environmental, Social and Governance)
At Sunrun, sustainability is core to our business model and our corporate culture. We embed best practices for environmental, social, and governance (“ESG”) performance throughout our organization and publish an annual Sunrun Impact Report, disclosing our performance using various widely accepted frameworks, including the Global Reporting Initiative (“GRI”) guidelines. ESG performance and reporting is overseen internally by our ESG Committee of senior management and at the board level by our Nominating & Corporate Governance Committee. Highlights of our ESG initiatives include the following:
•We are already a deeply carbon negative company, and we seek to help our customers and partners become carbon negative as well. Our solar systems have prevented greenhouse gas emissions totaling 5.2 million metric tons of carbon dioxide equivalent, which is an amount comparable to eliminating more than 13 billion passenger vehicle miles or comparable to the emissions prevented by not burning approximately 5 billion pounds of coal.
•In 2018, Sunrun committed to develop a minimum of 100 megawatts of solar on affordable multi-family housing, where 80% of tenants fall below 60% of the area median income, during the next decade. This commitment will directly benefit at least 50,000 households, and we intend to expand these programs in other states.
•Sunrun works with vendors that share our commitment to creating a better, greener, and kinder planet. That is why we included policies on environmental protection and sustainability as well as responsible mineral sourcing in our Vendor Code of Conduct, which was adopted in 2019.
•We were the first national solar company to achieve 100% gender pay parity in 2018.
•We strive to create an open and inclusive culture where everyone’s unique backgrounds, thoughts, experiences and abilities are welcomed, valued, respected and celebrated. Women comprised 43% of Sunrun’s Board of Directors and 50% of our senior management team in 2019. Our organizational leadership included approximately 30% women. Approximately 25% of all Sunrun employees are women.
•Sunrun is dedicated to providing training, education, and development to all of our employees. We offer cross-functional training, beginning with new-hire orientation and covering all levels up to advanced leadership training for senior managers.

To learn more about our ESG efforts, please see our annual Sunrun Impact Report at investors.sunrun.com, which we expect to update after the date of this proxy statement. (The inclusion of any website address in this proxy statement does not incorporate by reference the information on or accessible through the website into this proxy statement.)
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Corporate Governance Guidelines and Code of Business Conduct and Ethics
Our board of directors has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is posted on the Corporate Governance portion of our website at www.sunrun.com on the “Governance Documents” page under the “Investors – Leadership & Governance” section. We will post amendments to our Code of Business Conduct and Ethics or waivers of our Code of Business Conduct and Ethics for directors and executive officers on the same website.
Risk Management
Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, political, regulatory, legal and compliance, and reputational. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day management of risks the company faces, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.
Our board of directors believes that open communication between management and our board of directors is essential for effective risk management and oversight. Our board of directors meets with our Chief Executive Officer and other members of the senior management team at quarterly meetings of our board of directors, where, among other topics, they discuss strategy and risks facing the company, as well as at such other times as they deem appropriate.
While our board of directors is ultimately responsible for risk oversight, our board committees assist our board of directors in fulfilling its oversight responsibilities in certain areas of risk. Our audit committee assists our board of directors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, and discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our audit committee also reviews our major financial risk exposures and the steps management has taken to monitor and control these exposures. Our audit committee also monitors certain key risks on a regular basis throughout the fiscal year, such as risk associated with internal control over financial reporting and liquidity risk. Our nominating and corporate governance committee assists our board of directors in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, and corporate governance. Our compensation committee assesses risks created by the incentives inherent in our compensation policies. Finally, our full board of directors reviews strategic and operational risks in the context of reports from the management team, receives reports on significant committee activities, and evaluates the risks inherent in significant transactions.
Director Compensation
We have a non-employee director pay policy pursuant to which our unaffiliated, non-employee directors are eligible to receive equity awards and annual cash compensation for service on our board of directors and committees of our board of directors.
As of January 1 ,2019, our non-employee directors were entitled to receive the following cash compensation for their services under our non-employee director pay policy:
•$50,000 per year for service as a board member;
•$25,000 per year for service as chair of the audit committee;
•$10,000 per year for service as chair of the compensation committee;
•$5,000 per year for service as chair of the nominating and corporate governance committee; and
•$10,000 per year for service as a non-chairperson member of the audit committee.
All cash payments to non-employee directors are paid quarterly and newly hired directors receive a pro-rata cash fee.
In March 2019, with the assistance of our compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), we analyzed our non-employee director compensation practices. Meridian advised that our non-employee director pay was well below the median of our peer group. Accordingly, in March 2019 we amended and restated our non-employee director compensation policy to increase the cash compensation payable to our non-employee directors in order to approximate the median of our peer group. Commencing upon the adoption of our amended and restated non-employee director pay policy on March 25, 2019, our non-employee directors were entitled to receive the following cash compensation for their services:
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•$50,000 per year for service as a board member;
•$25,000 per year for service as the lead independent director;
•$25,000 per year for service as chair of the audit committee;
•$15,000 per year for service as chair of the compensation committee;
•$10,000 per year for service as chair of the nominating and corporate governance committee;
•$10,000 per year for service as a non-chairperson member of the audit committee;
•$7,500 per year for service as a non-chairperson member of the compensation committee; and
•$5,000 per year for services as a non-chairperson member of the nominating and corporate governance committee.
Equity Compensation
Under our non-employee director compensation policy, each non-employee director who is serving on January 1st of an applicable fiscal year will receive an annual restricted stock unit (“RSU”) award on such date, or the next trading day if January 1st is not a trading date, with the number of shares subject to the RSU award determined based on a specified dollar value and the closing trading price of our stock on the date of grant. Newly appointed or elected non-employee directors receive on the date of their initial appointment or election a pro-rated RSU grant their first year of service, with the number of shares subject to the RSU award determined in proportion to the length of active service expected to be provided by such non-employee director during his or her first fiscal year of service. These RSU awards vest 100% on January 1st the year following the date of grant, subject to the non-employee directors’ continued service on our board of directors through the vesting date. For 2019, under our amended and restated non-employee director pay policy, our non-employee directors were each granted an RSU award having a value of $155,000 (or the applicable pro-rated value), as determined on the applicable date of grant.
Director Compensation for Fiscal Year 2019
The following table sets forth a summary of the compensation received by our non-employee directors during our fiscal year ended December 31, 2019:
Director
Fees Earned or Paid in Cash ($)
Stock Awards ($) (1)
Total ($)
Katherine August-deWilde (2)
$71,250  $154,992  $226,242  
Leslie Dach (2)
$60,000  $154,992  $214,992  
Alan Ferber (2)
$57,955  $154,992  $212,947  
Mary Powell (2)
$61,243  $154,992  $216,235  
Gerald Risk (2)
$89,092  $154,992  $244,084  
Steve Vassallo (3)
$38,125  $154,992  $193,117  
______________________
(1)The amounts reported in the Stock Awards column represent the grant date fair value of the stock awards granted to the non-employee directors during 2019 as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 Compensation Stock Compensation or ASC 718. 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.
(2)Equity incentive awards outstanding as of December 31, 2019 for each non-employee director were as follows: (i) Ms. August-deWilde had 13,013 shares issuable pursuant to RSUs which 100% vested on January 1, 2020, (ii) Mr. Dach had 13,013 shares issuable pursuant to RSUs which 100% vested on January 1, 2020 and 100,000 vested stock options, (iii) Mr. Ferber had 13,013 shares issuable pursuant to RSUs which 100% vested on January 1, 2020, (iv) Ms. Powell had 13,013 shares issuable pursuant to RSUs which 100% vested on January 1, 2020, and (v) Mr. Risk had 13,013 shares issuable pursuant to RSUs which 100% vested on January 1, 2020 and 120,000 vested stock options.
(3)Mr. Vassallo did not stand for re-election to our board of directors, and his term ended on June 7, 2019.
Our directors who are also our employees receive no additional compensation for their service as directors. During our fiscal year ended December 31, 2019, Lynn Jurich and Edward Fenster were our employees. See the section titled “Executive Compensation” for additional information about the compensation paid to Ms. Jurich and Mr. Fenster.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our board of directors is currently composed of seven members. In accordance with our amended and restated certificate of incorporation, our board of directors is divided into three staggered classes of directors. At the Annual Meeting, three Class II directors will be elected for a three-year term to succeed the three Class II directors whose term is then expiring.
Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death, resignation, or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our company.
Nominees
Our nominating and corporate governance committee has recommended, and our board of directors has approved, Leslie Dach, Edward Fenster and Mary Powell as nominees for election as Class II directors at the Annual Meeting. If elected, Messrs. Dach and Fenster and Ms. Powell will serve as Class II directors until our 2023 annual meeting of stockholders. Each of the nominees is currently a director of our company. For information concerning the nominees, please see the section titled “Board of Directors and Corporate Governance.”
If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of Messrs. Dach and Fenster and Ms. Powell. We expect that each of Messrs. Dach and Fenster and Ms. Powell will accept such nomination; however, in the event that a director nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee designated by our board of directors to fill such vacancy. If you are a street name stockholder and you do not give voting instructions to your broker or nominee, your broker will leave your shares unvoted on this matter.

Vote Required
The election of directors requires a plurality vote of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon to be approved. Broker non-votes and abstentions will have no effect on this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
EACH OF THE NOMINEES NAMED ABOVE.

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PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our audit committee has appointed Ernst & Young LLP (“EY”), independent registered public accountants, to audit our consolidated financial statements for our fiscal year ending December 31, 2020. During our fiscal year ended December 31, 2019, EY served as our independent registered public accounting firm.
Notwithstanding the appointment of EY and even if our stockholders ratify the appointment, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during our fiscal year if our audit committee believes that such a change would be in the best interests of our company and our stockholders. At the Annual Meeting, our stockholders are being asked to ratify the appointment of EY as our independent registered public accounting firm for our fiscal year ending December 31, 2020. Our audit committee is submitting the appointment of EY to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of EY will be present at the Annual Meeting, and they will have an opportunity to make a statement and will be available to respond to appropriate questions from our stockholders.
If our stockholders do not ratify the appointment of EY, our board of directors may reconsider the appointment.
Fees Paid to the Independent Registered Public Accounting Firm
The following table presents fees for professional audit services and other services rendered to our company by EY for our fiscal years ended December 31, 2019 and 2018.
20192018
Audit Fees (1)
$4,184,000  $6,463,000  
Audit-Related Fees
—  —  
Tax Fees
—  —  
All Other Fees (2)
1,995  1,995  
Total Fees
$4,185,995  $6,464,995  
______________________
(1) Audit fees for 2019 and 2018 consist of fees for professional services provided in connection with the audit of our annual consolidated financial statements, including fees related to adoptions of the new revenue and lease standards, estimated fees for audits of investment funds to be performed and review of our quarterly consolidated financial statements and assistance with and review of documents filed with the SEC. Audit fees for 2019 also include fees for professional services provided in connection with EY’s report on internal controls over financial reporting for the consolidated financial statements.
(2) All other fees consist of fees for accessing EY’s online research database.
Auditor Independence
In our fiscal year ended December 31, 2019, there were no other professional services provided by EY that would have required our audit committee to consider their compatibility with maintaining the independence of EY.
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
Our audit committee has established a policy governing our use of the services of our independent registered public accounting firm. Under this policy, our audit committee is required to pre-approve all audit and non-audit services performed by our independent registered public accounting firm in order to ensure that the provision of such services does not impair the public accountants’ independence. All fees paid to EY for our fiscal years ended December 31, 2019 and 2018 were pre-approved by our audit committee.

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Vote Required
The ratification of the appointment of EY as our independent registered public accounting firm requires the affirmative vote of a majority of the shares of our common stock present in person or by proxy at the Annual Meeting and entitled to vote thereon. Abstentions will have the effect of a vote AGAINST the proposal and broker non-votes will have no effect.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP.
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PROPOSAL NO. 3
ADVISORY VOTE ON THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) 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 as disclosed in this proxy statement in accordance with SEC rules.

This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement. The compensation of our named executive officers 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 based on principles that reflect a “pay-for-performance” philosophy and are strongly aligned with our stockholders’ interests and consistent with current market practices. Compensation of our named executive officers is designed to enable us to attract and retain talented and experienced executives to lead us successfully in a competitive environment.

Accordingly, our board of directors is asking our stockholders to indicate their support for the compensation of our named executive officers, 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 named executive officers, 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.”
Vote Required
Advisory approval of this Proposal No. 3 requires the vote of the holders a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote thereon.

Because the vote is advisory, it is not binding on us, our compensation committee or our board of directors. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and our board of directors and, accordingly, the board of directors and the compensation committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

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REPORT OF THE AUDIT COMMITTEE
The audit committee is a committee of the board of directors comprised solely of independent directors as required by the Nasdaq listing standards and rules and regulations of the SEC. The audit committee operates under a written charter approved by the board of directors, which is available on the company’s website at www.sunrun.com on the “Governance Documents” page under the “Investors – Leadership & Governance” section. The composition of the audit committee, the attributes of its members and the responsibilities of the audit committee, as reflected in its charter, are intended to be in accordance with applicable requirements for corporate audit committees. The audit committee reviews and assesses the adequacy of its charter and the audit committee’s performance on an annual basis.
With respect to the company’s financial reporting process, the management of the company is responsible for (1) establishing and maintaining internal controls and (2) preparing the company’s consolidated financial statements. The company’s independent registered public accounting firm, Ernst & Young LLP (“EY”), is responsible for auditing these financial statements. It is the responsibility of the audit committee to oversee these activities. It is not the responsibility of the audit committee to prepare the company’s financial statements. These are the fundamental responsibilities of management. In the performance of its oversight function, the audit committee has:
• reviewed and discussed the audited financial statements with management and EY;
• discussed with EY the matters required to be discussed by the Statement on Auditing Standards No. 1301, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), and as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and
• received the written disclosures and the letter from EY required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with EY its independence.
Based on the audit committee’s review and discussions with management and EY, the audit committee recommended to the board of directors that the audited financial statements be included in the Annual Report on Form 10‑K for the fiscal year ended December 31, 2019 for filing with the Securities and Exchange Commission (“SEC”).
Respectfully submitted by the members of the audit committee of the board of directors:
Gerald Risk (Chair)
Katherine August-deWilde (1)
Mary Powell
This report of the audit committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act, or under the Exchange Act , except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.
______________________
(1) Ms. August-deWilde approved this Report of the Audit Committee on April 8, 2020 prior to stepping down from the Audit Committee.
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EXECUTIVE OFFICERS
The following table identifies certain information about our executive officers as of April 17, 2020. Our executive officers are appointed by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors or executive officers.
NameAgePosition
Lynn Jurich
40Chief Executive Officer and Director
Edward Fenster
43Executive Chairman and Director
Bob Komin
57Chief Financial Officer
Chris Dawson
51Chief Operating Officer
Jeanna Steele
45General Counsel & Corporate Secretary
Lynn Jurich. Ms. Jurich is one of our co-founders and has served as our Chief Executive Officer since March 2014 and as a member of our board of directors since inception. 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. From July 2002 to July 2005, Ms. Jurich served as an associate at Summit Partners, a private equity firm. Ms. Jurich serves on the board of directors of privately held Generate Capital, Inc. 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.
Edward Fenster. Mr. Fenster is one of our co-founders and has served as our Executive Chairman since March 2014 and as a member of our board of directors since inception. Mr. Fenster served as our Chief Executive Officer from June 2008 to October 2012, and 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, a technology device protection and support company. 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.
Bob Komin. Mr. Komin has served as our Chief Financial Officer since March 2015. From September 2013 to January 2015, Mr. Komin served as Chief Financial Officer at Flurry, Inc., a mobile analytics and advertising company. From August 2012 to August 2013, Mr. Komin served as Chief Financial Officer at Ticketfly, Inc., a ticket-distribution service provider. From January 2010 to July 2012, Mr. Komin served in various roles at Linden Research, Inc., a developer of digital entertainment, including as Chief Financial Officer. Previously, Mr. Komin also served as Chief Financial Officer at Solexel, Inc., a thin-silicon solar company, Tellme Networks, Inc., a telephone-based applications company, and XOR, Inc., a business application solution provider. Mr. Komin serves as a member of the Board of Trustees of the University of Oregon Foundation. Mr. Komin holds a B.S. in Accounting and General Science from the University of Oregon and an M.B.A. from the Harvard Business School.
Chris Dawson. Mr. Dawson joined us as our Chief Operating Officer on December 6, 2017. Mr. Dawson co-founded and served as a partner at Odyssey Advisors Ltd., a management consulting firm, from February 2017 to December 2017. Prior to that, Mr. Dawson was the Chief Operating Officer of Icon Aircraft, a consumer sport plane manufacturer, from August 2015 to September 2016. Previously, Mr. Dawson was with Bombardier Recreational Products, Inc., a recreational vehicle and powersports engine manufacturer, from 1998 to 2015, where he was most recently Vice President & General Manager, Global Sales and Consumer Experience division from April 2014 to August 2015 and previously Vice President & General Manager, BRP International Division from 2008 to 2014. Mr. Dawson holds a bachelor’s degree in commerce from Queens University and an M.B.A. from INSEAD.
Jeanna Steele. Ms. Steele has served as our General Counsel & Corporate Secretary since May 2018. From March 2015 to May 2018, Ms. Steele served in various roles at our company, including Head of Litigation. Previously, Ms. Steele was an attorney at the law firm Wilson Sonsini Goodrich & Rosati. Ms. Steele serves on the board of directors of the Giffords Law Center to Prevent Gun Violence, and she is a former member of the California Pay Equity Task Force, the first of its kind in the nation. Ms. Steele holds a B.A. in English from McGill University and a J.D. from the University of San Francisco.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis
This Compensation Discussion and Analysis provides an overview of the material components of our executive compensation program during 2019 for:
•Lynn Jurich, our Chief Executive Officer and Director;
•Edward Fenster, our Executive Chairman and Director;
•Bob Komin, our Chief Financial Officer;
•Christopher Dawson, our Chief Operating Officer; and
•Jeanna Steele, our General Counsel and Corporate Secretary

We refer to these executive officers collectively in this Compensation Discussion and Analysis and the accompanying compensation tables as our named executive officers or NEOs. The material terms of the compensation provided to our NEOs for 2019 is described in this section and is intended to supplement the disclosures in the Fiscal 2019 Summary Compensation Table and other tables that follow this section. This section also discusses our executive compensation philosophy, objectives, and design; how and why the compensation committee arrived at the specific compensation policies and decisions involving our executive team, including our NEOs, during 2019; the role Meridian Compensation Partners, LLC (“Meridian”), our outside compensation consultant for executive compensation decisions for 2019; and the peer companies and other criteria used in evaluating and setting executive officer compensation.
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Executive Summary 2019 Financial and Business Highlights
Sunrun’s mission is to provide homeowners with clean, affordable solar energy and storage, and a best-in-class customer experience. In 2007, we pioneered the residential solar service model, creating a low-cost solution for homeowners seeking to lower their energy bills. By removing the high initial cost and complexity that used to define the residential solar industry, we have fostered the industry’s rapid growth and exposed an enormous market opportunity. Our relentless drive to increase the accessibility of solar energy is fueled by our enduring vision: to create a planet run by the sun. Our core solar service offerings are provided through our lease and power purchase agreements which we refer to as our “Customer Agreements” and which provide customers with simple, predictable pricing for solar energy that is insulated from rising retail electricity prices. While customers have the option to purchase a solar energy system outright from us, most of our customers choose to buy solar as a service from us through our Customer Agreements and enjoy the flexibility and savings that come from purchasing solar energy without the significant upfront investment of purchasing a solar energy system. With our solar service offerings, we install solar energy systems on our customers’ homes and provide them the solar power produced by those systems for a typically 20- or 25-year initial term. In addition, we monitor, maintain and insure the system at no additional cost to our customers during the term of the contract. In exchange, we typically receive 20 or 25 years of predictable cash flows from high credit quality customers and qualify for tax and other benefits. We are continuing to develop valuable customer relationships that can extend beyond the initial service term and provide us an opportunity to offer additional services in the future, such as our BrightboxTM home battery storage service.
Since our founding, we have significantly expanded our operations and now have over 285,000 customers. Our solar systems have prevented greenhouse gas emissions totaling 5.2 million metric tons of carbon dioxide equivalent, which is an amount comparable to eliminating more than 13 billion passenger vehicle miles or comparable to the emissions prevented by not burning approximately 5 billion pounds of coal.
In 2019, we achieved the following key financial and operating results:
•Increased our Megawatts Deployed from 373 megawatts in 2018 to 413 megawatts in 2019, representing an 11% year-over-year increase;
•Net earning assets as of December 31, 2019 were $1.5 billion, an 8% year-over-year increase;
•Gross earning assets as of December 31, 2019 were $3.7 billion, a 20% year-over-year increase;
•We added approximately 52,000 customers in 2019, growing our customer base to 285,000, a 22% year-over-year increase; and
•We increased our consolidated cash balance by approximately $59 million at the end of 2019. Cash Generation was $102 million in 2019. The company defines “Cash Generation” as the increase in total cash, including restricted cash, less any increases in recourse debt, and adjusted for certain items. In 2019, Cash Generation was adjusted for $27.5 million related to the company’s Investment Tax Credit safe harbor program, $5 million in cash consumed by the repurchase of stock in the company’s share repurchase program, and $2.7 million related to business acquisitions.

Executive Compensation Philosophy and Objectives

We operate in a highly competitive and rapidly evolving market, and we expect competition among companies in our market and adjacent spaces to continue to increase. Our ability to compete and succeed in this environment is directly correlated to our ability to recruit, incentivize, and retain talented executives. Due, in part, to the diverse nature of our executive’s responsibilities, the market for skilled personnel is very competitive, and we recruit heavily across a broad array of industries that include but are not limited to: residential solar, retail sales, consumer technology, business-to-business technology, consumer finance, investment banking and residential construction. Our compensation philosophy is intended to attract and reward talented individuals who possess the skills necessary to expand our business and assist in the achievement of our other strategic goals and thereby create long-term value for our stockholders.
In 2019, our compensation committee reviewed and assessed our compensation philosophy, which is intended to promote Sunrun’s core values. Our compensation committee believes that the combination of a great work environment, meaningful equity ownership that aligns the interests of our executive employees with our stockholders, and competitive pay and benefits support a winning team, company, and workplace. Key elements of our compensation philosophy include the following:
Ownership Focus: We believe that all of our executives should have a significant share in the ownership of Sunrun, which we believe best aligns the interests of our executive employees with our stockholders and ensures appropriate incentives are in place to promote a focus on our long-term strategic and financial goals. Therefore, equity compensation is historically a larger part of total target compensation for our executive employees than their cash compensation. Our general practice is to weight more heavily on equity-based compensation than total cash compensation provided to our executives over multiple years. In any particular year the ratio of
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awarded equity-based compensation to total compensation may vary because the compensation committee considers various factors in awarding equity, including the amount of unvested equity remaining for each individual executive, the potential compensation that would be realized by the executives for their equity after modeling different potential future stock prices and vesting of their unvested awards, and the dilutive impact to our shareholders of granting new equity awards to our executives.
Flexible and Fair: Our compensation structure is intended to provide fair rewards for each of our executive’s contributions to our performance and creation of long-term shareholder value. We seek to provide target total direct compensation (which includes the components of base salary, annual bonus incentive, and equity) that is market competitive, and to provide parity and consistency in the compensation provided to our executives while at the same time retaining the flexibility needed to recruit and retain executive talent and adhering to our budgets.
At-Risk Weighted: We heavily weight our executives’ total compensation to “at-risk” pay. We believe focusing heavily on at-risk pay for our executives’ helps to properly focus our executives’ decisions, resources, and commitment to enterprise imperatives to advance the goals of the organization.
compensationgraph1.jpg
Data in the charts above includes compensation data for our Chief Executive Officer, Executive Chairman, Chief Operating Officer, Chief Financial Officer, and General Counsel during 2017 through 2019 for such years in which the individual held the position for the entire year and was designated as an executive officer for the entire year.
Objectives: Consistent with our compensation philosophy, the primary objectives of our executive compensation programs are to:
•Provide competitive compensation to recruit, retain, and motivate top executive talent to achieve our short and long-term performance goals;
•Align the economic interests of our executive officers and stockholders through the use of equity awards; and
•Reward executives for achievement of our performance goals.

What we do:
•Pay for Performance: We link pay to performance by generally heavily weighting total executive compensation to at-risk pay.
•Thoughtful Peer Group & Market Analysis: Our compensation committee reviews external market data when making compensation decisions, and annually reviews our peer group with its independent compensation consultant.
•Thorough Compensation Risk Assessment: Our compensation committee conducts an annual assessment of our compensation programs to promote prudent risk management.
•Compensation Committee Independence and Experience: Our compensation committee is comprised solely of independent directors who have extensive relevant experience.
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•Independent Compensation Consultant: Our compensation committee selects and engages its own independent advisors.
•Clawback Policy: Our policy on the recovery of incentive compensation allows us to recover certain cash or equity-based incentive compensation payments or awards made or granted to an executive officer subject to the reporting requirements of Section 16 of the Exchange Act in the event of misconduct that results in the need for us to prepare a material financial restatement or material restatement of certain operational results.

What we do not do:
•No Single-Trigger Equity Vesting Acceleration: We do not provide for single-trigger equity vesting acceleration upon a change of control.
•No Special Perquisites: We do not provide special perquisites for executive officers.
•No Hedging or Pledging in Company Securities: Executives, directors and all employees are prohibited from engaging in any hedging or pledging transaction with respect to company equity securities.
•No Guaranteed Cash Bonuses: We do not provide guaranteed minimum bonuses.
•No Discounted Options /Stock Appreciation Rights (“SARs”): We do not provide discounted stock options or SARs.
•No 280G Tax Gross-Ups: We do not provide tax gross-ups for “excess parachute payments.”
Design

In weighting our executive compensation program more heavily towards equity, we typically award a combination of RSU and stock option (“Option”) grants to our executive officers, including our NEOs. We believe the combination of both RSUs and Option awards aligns the interests of our executives with our stockholders and provide a focus on creating long-term shareholder value through a multi-year vesting schedule. The RSUs also help us manage dilution of investors and provide our executive officers some predictability in the value of their compensation while still heavily incentivizing them to generate significant shareholder returns. The compensation committee believes that these equity awards serve as an effective retention tool for our executive officers, because unvested awards are generally forfeited if an executive officer voluntarily leaves us before the awards have vested.
To maintain a competitive compensation program, we also offer cash compensation in the form of base salaries that are intended to provide a stable level of fixed compensation to our executive officers, including our NEOs, for performance of their day-to-day responsibilities and an annual bonus incentive that is intended to incentivize achievement of our short-term performance goals. The total cash compensation for our executive officers has historically been low relative to companies in our peer group and broader market practices.
Compensation Setting Process

Pursuant to its charter and in accordance with applicable Nasdaq listing standards, our compensation committee is responsible for reviewing, evaluating, and approving the compensation arrangements of our executive officers and for establishing and maintaining our executive compensation policies and practices. Our compensation committee seeks input and receives recommendations from its independent compensation consultant as well as members of our executive management team when discussing the performance and compensation of other executive officers, and in determining the financial and accounting implications of our compensation programs and hiring decisions. The compensation committee is authorized to engage its own independent advisors to provide advice on matters related to executive compensation and general compensation programs, and for 2019, worked with Meridian as its independent compensation consultant. For additional information on the compensation committee, see “Committees of the Board of Directors – Compensation Committee” elsewhere in this proxy statement. The initial compensation arrangements with our executive officers, other than our Chief Executive Officer and Executive Chairman, were the result of arm’s-length negotiations between us and each individual executive officer at the time of his or her hire or appointment.
In 2019, the compensation committee considered numerous factors in determining whether to make adjustments to the cash and equity compensation of our executive officers, including our NEOs. The compensation committee reviewed the performance of our executive officers, taking into consideration financial, operational, customer, strategic, product, and competitive factors, as well as the succession planning and retention objectives for our various executive officer positions. The compensation committee considered our published peer group and data from the Radford Global Technology Survey for our Chief Executive Officer and Chief Financial Officer, and only the Radford Global Technology Survey as the primary source for all other executives, including our other NEOs, because of the broader availability of data points.
Except with respect to our Chief Executive Officer’s compensation, our Chief Executive Officer made recommendations to the compensation committee regarding the compensation for our executive officers, which was also taken into account by the compensation committee in making its decisions regarding executive compensation. Our Chief Executive Officer was not present for the discussions of our compensation committee regarding her performance and compensation. Following deliberation, the compensation committee approved the cash compensation and equity awards for each of our NEOs as described below and in the Summary Compensation Table.
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Compensation Governance
Compensation Recovery Policy (“Clawback Policy”)
The Compensation Committee has adopted a policy that grants the Board the authority to demand the repayment of any performance-based cash or equity compensation paid to our current or former executive officers where the payments were predicated upon the achievement of financial results that results in either (i) the Company being required to restate due to the material noncompliance of the Company with any financial reporting requirement under the securities laws or (ii) the Company’s restatement of operational results due to a material error, and in either case, it is determined that the current or former executive officer’s misconduct contributed to such error. This policy applies to current and former executive officers subject to the reporting requirements of Section 16 of the Exchange Act who were involved in the misconduct, and the amount that is required to be repaid is the amount erroneously paid or earned in excess of what would have been paid or earned under the accounting restatement. In addition to the foregoing, our Chief Executive Officer and Chief Financial Officer are subject to the compensation recovery provisions of Section 304 of the Sarbanes-Oxley Act.

Hedging and Pledging Prohibition

Our insider trading policy prohibits our executive officers, directors, employees and consultants from purchasing our securities on margin, borrowing against any account in which our securities are held or pledging our securities as collateral for any purpose. Our insider trading policy also prohibits such individuals from engaging in any hedging transaction with respect to our securities.
Role of Management
The role of management is to design our executive compensation programs, policies, and governance and make recommendations to the compensation committee regarding these matters. In this respect, management reviews the effectiveness of our compensation programs, including competitiveness and alignment with Sunrun’s performance goals. Management also recommends changes to our compensation programs to facilitate achievement of our performance goals and reviews and makes recommendations with respect to the adoption and approval of, or modifications to, company-wide equity incentive compensation plans. Our Chief Executive Officer makes compensation recommendations to the compensation committee with respect to base salaries, cash incentive awards, equity incentive awards, and other awards for our executive officers, including our NEOs, other than the Chief Executive Officer.
Role of the Compensation Consultant
The compensation committee retained Meridian to advise on our 2019 executive compensation programs, practices and decisions given Meridian’s expertise in the technology industry and its knowledge of our peer group companies.
During 2019, Meridian provided the following services as requested by the compensation committee:
•Assisted in the development of the 2019 compensation peer group and analyzed the Radford Technology Survey data we review to assess overall market competitive compensation practices;
•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 and an analysis of the cost of our change in control benefits in relation to market practices), including our NEOs;
•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;
•Reviewed and assessed our current NEO severance and change in control benefits against peer practices; and
•Advised on regulatory developments relating to executive compensation, and collaborated on the risk assessment relating to employee compensation.
Base salaries, equity awards, and cash bonuses were among the items reviewed based on market data provided by Meridian. All other analyses related to setting executive compensation for 2019 were conducted internally. Internal analyses included gathering and analyzing data and reviewing and advising on the key components of executive compensation.
During 2019, 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, and concluded that Meridian is independent within the meaning of the Nasdaq listing standards and that its engagement did not present any conflict of interest.
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Compensation Peer Group
With the assistance of Meridian, our compensation committee selected our primary compensation peer group which we used for our 2019 compensation decisions. The compensation peer group was generally developed from companies with a focus on renewable energy, direct-to-consumer software/services, fintech, and leasing companies. We selected publicly-traded, stand-alone companies which had revenues at levels 1/4x to 4x Sunrun’s revenues of approximately $600 million (i.e., a range of $150 million to $2.4 billion) and a market cap between 1/4x and 4x Sunrun’s market capitalization of approximately $1.4 billion (i.e., a range of $345 million to $5.5 billion).
Our primary compensation peer group for 2019 consisted of the following companies:
•Aircastle Limited
•Air Lease Corporation
•Alarm.com Holdings, Inc.
•Bloom Energy Corporation
•Boingo Wireless, Inc.
•Enova International Inc.
•First Solar, Inc.
•Generac Holdings Inc.
•Gogo Inc.
•Green Dot Corporation
•LendingClub Corporation
•LendingTree, Inc.
•On Deck Capital, Inc.
•SunPower Corporation
•Vivint Solar, Inc.

Elements of Our Executive Compensation Program

        The key elements of our executive compensation program include base salary, annual bonus incentive awards, equity awards, and health, welfare and retirement programs. Except with respect to annual bonus incentive plan awards, which typically are expressed as a pre-determined percentage of each executive officer’s base salary, we do not use specific formulas or weightings in determining the allocation of the various pay elements.
2019 Compensation Decisions
For 2019, the compensation committee conducted its regular annual review of our executive compensation program, including an evaluation of competitive market practices; conducted annual performance reviews for our executive officers; determined whether to make adjustments to our executive officers’ base salaries and target annual bonus opportunities; and granted annual equity awards. Following deliberation and consideration of the factors discussed below, our board of directors and compensation committee determined that equity awards, including prior grants, should continue to be a significant portion of executive compensation, and that cash compensation (including base salary and bonuses) should remain lower relative to market norms. However, in order to remain relatively competitive with our peers, the compensation committee determined to increase our NEOs’ cash compensation in 2019, as described below.
Base Salary
In March 2019, after considering a compensation analysis performed by Meridian and other factors listed above in the Compensation Setting Process section, the compensation committee analyzed our cash compensation practices in relation to our peer group and determined that our NEO base salaries continued to be at levels well below the median of our peer group such that increases were warranted to remain relatively competitive with our peers. Accordingly, the compensation committee approved the following increases to the base salaries of all our named executive officers, which became effective on April 6, 2019:
Executive2019 Base Salary% Increase
Lynn Jurich$600,000  +20%  
Edward Fenster$540,000  +20%  
Bob Komin$425,000  +21%  
Christopher Dawson$400,000  +14%  
Jeanna Steele$335,000  +18%  

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Annual Bonus Incentive Plan Awards
Our executive officers are eligible to participate in our 2019 annual bonus incentive plan available to key employees, referred to as our Annual Incentive Plan. The 2019 target annual bonus opportunity for each of our NEOs was set as a percentage of his or her base salary, as provided in the table below, and such percentages were not changed from the 2018 levels because the compensation committee determined that such target bonus levels continued to be appropriate, except with respect to Ms. Steele whose target bonus percentage was increased from 50% to 75% of her base salary in connection with her increased responsibilities and performance. The Annual Incentive Plan provided the opportunity for our NEOs to earn up to 200% of their stated target bonus, provided the Company delivered performance that met or exceeded maximum performance goals.  Conversely, no annual bonus incentive award would have been paid unless Company performance met or exceeded threshold performance goals.    
Executive2019 Target Bonus% Base Salary
Lynn Jurich$600,000  100 %
Edward Fenster$432,000  80 %
Bob Komin$340,000  80 %
Christopher Dawson$300,000  75 %
Jeanna Steele$251,250  75 %

The performance goals for our Annual Incentive Plan are set each year by our compensation committee.
For 2019, the compensation committee selected three key performance criteria to balance top-line growth with structural cash flow generation and customer experience related goals. Accordingly, the 2019 corporate performance criteria selected were: Total MW Deployed, Cash Generation, and Operational. Based upon our level of achievement against the performance goal targets, the compensation committee awarded each NEO a bonus award amount calculated based solely on the cumulative percentage of attainment of the three target goals. While the compensation committee ultimately retained discretion to modify the bonus award amount for any individual participant up or down (based on factors such as, but not limited to, the participant’s individual performance), the compensation committee chose to not modify any NEO’s bonus award for 2019 performance.
2019 Annual Incentive Plan Metrics
GoalWeighting
Megawatts Deployed: The total aggregate megawatt production capacity of our solar energy systems, whether sold directly to customers or subject to executed Customer Agreements (i) for which we have confirmation that the systems are installed on the roof, subject to final inspection; (ii) in the case of certain system installations by our partners, for which we have accrued at least 80% of the expected project cost, or (iii) for multi-family and any other systems that have reached NTP, measured on the percentage of the project that has been completed based on expected project cost. (NTP or Notice to Proceed refers to our internal confirmation that a solar energy system has met our installation requirements for size equipment and design.)
40%
Cash Generation: The change in consolidated total cash balance (including restricted cash) less any increases in recourse debt balances, and adjusted for one-time items.
40%
Operational: Customer experience related goals tied to our mission statement and business plan.
20%

We consider these specific target performance goals to be confidential commercial and financial information, the disclosure of which could result in competitive harm to us. The target performance goals were set at aggressive levels intended to be very challenging to attain. Our actual cumulative attainment of the three performance goals was 91%.
Accordingly, the Annual Incentive Plan bonus awards paid to our NEOs for 2019 performance were approved in January 2020 at a level equal to 91% of their target bonus awards. In April 2020, our Compensation Committee determined that our Annual Incentive Plan awards for 2019 would be paid out, in May 2020, in immediately vested restricted stock units to conserve cash in light of the potential impact that COVID-19 may place on our business. The Compensation Committee also determined to fund such awards at 105% of the previously anticipated cash value at 91% of their target bonus awards.

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ExecutiveActual Bonus Value% of Target Bonus
Lynn Jurich$573,300  91%  
Edward Fenster$412,650  91%  
Bob Komin$324,450  91%  
Christopher Dawson$286,650  91%  
Jeanna Steele$239,400  91%  

Equity Awards
On March 14, 2019, our NEOs were granted equity-based awards in the form of RSUs and Options. 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 individual performance of each of the executive officers, our strategic goals, the recommendations of our CEO and Executive Chairman (except with respect to her and his respective individual awards), the appropriate level of compensation for the position given the scope of responsibility and any changes, the current unvested equity held by such individual and related vesting schedules, the impact of dilution to our shareholders, the level of each executive officer’s total target cash compensation (base salary plus target cash incentive opportunity), executive leadership factors, and the perceived retentive value of the proposed awards.
Based on the foregoing consideration, the compensation committee approved the following equity awards for our named executive officers in 2019:
Executive OptionsRSUsTotal Equity Value% of Total Direct Compensation
Lynn Jurich 269,784  147,444  $4,280,524  79%
Edward Fenster194,844  106,488  $3,091,499  77%
Bob Komin83,933  45,872  $1,331,728  64%
Christopher Dawson71,942  39,318  $1,141,464  63%
Jeanna Steele 47,962   26,212  $760,981  57%

Benefits Programs and Perquisites
Our employee benefit programs, including our 401(k) plan, employee stock purchase plan (“ESPP”), and health and welfare programs, including health savings accounts and flexible spending arrangements, are designed to provide a competitive level of benefits to our employees generally, including our executive officers and their family members including spouses, qualifying domestic partners and children. We adjust our employee benefit programs as needed based upon regular monitoring of applicable laws and practices and the competitive market. Our executive officers are eligible to participate in the same employee benefit plans and programs, and on the same terms and conditions, as all other U.S. full-time employees. Our 401(k) plan provides for employer matching contributions of 100% of the first 1% of compensation and 50% of the next 5% of compensation deferred under the plan. Contributions made by employees in our 401(k) plan are immediately vested while matching contributions made by the Company are 100% vested after two years of service.
Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, we do not generally provide perquisites to our executive team.
Severance and Change in Control Benefits
Post-Employment Compensation
In August 2018, we adopted a Key Employee Change in Control and Severance Plan, referred to as our “Severance Plan,” applicable to our executive officers and certain other employees which provides for severance payments and benefits in the event of a qualifying termination of employment. The Severance Plan was adopted due to the automatic expiration of our predecessor severance benefit plan which occurred in May 2018.
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The following benefits are provided under the Severance Plan in connection with any termination without cause or good reason that occurs other than within three months prior to, or 12 months following, a change in control (as defined in the Severance Plan):
•12 months of base salary and COBRA premiums (Ms. Jurich and Mr. Fenster) or six months of base salary and COBRA premiums (Messrs. Komin and Dawson, and Ms. Steele);
•A pro-rata bonus amount based on the average bonus payable to such individual for the prior two years, or if none, a pro-rata portion of the target bonus in the year of termination; and
•50% equity vesting acceleration.

The following benefits are provided under the Severance Plan to Ms. Jurich and Mr. Fenster in connection with any termination without cause or good reason resignation that occurs within three months prior to, or 12 months following, a change in control:
•18 months of base salary and COBRA premiums;
•150% target annual bonus;
•100% equity vesting acceleration; and
•18 months post-termination exercise period for options.

The following benefits are provided under the Severance Plan to Messrs. Komin and Dawson, and Ms. Steele in connection with any termination without cause or good reason that occurs within three months prior to, or 12 months following, a change in control:
•12 months of base salary and COBRA premiums;
•100% target annual bonus;
•100% equity vesting acceleration; and
•12 months post-termination exercise period for options.

The Severance Plan benefits were approved by the compensation committee after considering the level of benefits provided under the predecessor severance plan and reviewing competitive market data for our peer group. The compensation committee determined that these benefits were both competitively reasonable and necessary to recruit and retain key executives. Enhanced severance benefits are provided for a qualifying termination that occurs in connection with a change-in-control because the severance benefits are also intended to eliminate, or at least reduce, the reluctance of our executive officers to diligently consider and pursue potential change-in-control transactions that may be in the best interests of our shareholders.
Other Compensation Policies
Equity Awards Grant Policy
The compensation committee has adopted a policy governing equity awards that are granted to our executive officers and employees and members of our board of directors. This policy provides that all equity awards will be granted either by our board of directors or the compensation committee at a meeting or by unanimous written consent, subject to equity award guidelines adopted by our board of directors. The exercise price of all stock options and SARs must be equal to or greater than the closing trading price of our common stock on the date of grant.
Insider Trading Policy
Our insider trading policy prohibits our employees, including our executive officers, non-employee directors and consultants from engaging in short sales, transactions in put or call options, hedging transactions or other inherently speculative transactions with respect to our securities at any time. In addition, no officer, director, other employee or consultant may margin any of our securities, including without limitation, pledging or borrowing against such securities, at any time. Our insider trading policy encourages our executive officers and members of our board of directors to adopt plans in accordance with Exchange Act Rule 10b5-1 for sales of securities that they beneficially own, and provides that such individuals may not otherwise trade in our equity securities during “blackout” periods.
Compensation Policies and Practices as They Relate to Risk Management
The compensation committee has reviewed our executive and employee compensation programs and does not believe that our compensation policies and practices encourage undue or inappropriate risk taking or create risks that are reasonably likely to have a material adverse effect on us. The reasons for the compensation committee’s determination include the following: 
•We structure our compensation program to consist of both fixed and variable components. The fixed (or base salary) component is designed to provide income independent of our stock price performance so that employees will not focus
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exclusively on stock price performance to the detriment of other important business metrics. The equity component of our compensation program is intended to discourage employees from taking actions that focus only on our short-term success and helps align our employees with our stockholders and on our longer-term success. Our employee equity-based awards have time-based vesting, generally over a period of four years. A significant portion of the compensation paid to our executive officers and the members of our board of directors is in the form of equity with time-based vesting.
•We maintain internal controls over the measurement and calculation of financial information, which are designed to prevent this information from being manipulated by any employee, including our executive officers.
•While we do not cap the cash incentive award for our sales incentive plans to provide maximum incentive for our sales teams to meet and exceed their objectives, we do maintain internal controls over the determination of sales incentive awards, which allow us to ensure that we are awarding only those sales people who operate with absolute integrity, and we believe such internal controls help to prevent problematic behaviors.
•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.
•As part of our policies on trading in securities, we prohibit hedging and pledging transactions involving our securities so that our executive officers, employees, non-employee directors and consultants cannot insulate themselves from the effects of poor stock price performance.
Tax and Accounting Considerations
Limitation on Deductibility of Executive Compensation
Under Section 162(m) of the Code (“Section 162(m)”), compensation paid to any publicly-held corporation’s “covered employees” that exceeds $1 million per taxable year for any such individual is generally non-deductible.

However, Section 162(m) provides a reliance period exception, pursuant to which the deduction limit under Section 162(m) does not apply to any compensation paid (or in certain cases, granted) during a certain reliance period pursuant to a plan or agreement that existed prior to the corporation’s initial public offering, subject to certain requirements. Under Section 162(m), this reliance period ends upon the earliest of the following: (i) the expiration of the plan or agreement; (ii) the material modification of the plan or agreement; (iii) the issuance of all employer stock and other compensation that has been allocated under the plan; or (iv) the first meeting of stockholders at which directors are to be elected that occurs after the close of the third calendar year following the calendar year in which the initial public offering occurs. However, the reliance period exception under Section 162(m) may be repealed or modified in the future as a result of certain changes that were made to Section 162(m) pursuant to the Tax Cuts and Jobs Act.

Compensation paid to each of the Company’s “covered employees” in excess of $1 million per taxable year generally will not be deductible unless it qualifies for the reliance period exception under Section 162(m). Because of certain ambiguities and uncertainties as to the application and interpretation of Section 162(m), as well as other factors beyond the control of the compensation committee, no assurance can be given that any compensation paid by the Company will qualify for the reliance period exception under Section 162(m) and be deductible by the Company in the future. Although the compensation committee will continue to consider tax implications as one factor in determining executive compensation, the compensation committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for the Company’s named executive officers in a manner consistent with the goals of the Company’s executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m). The compensation committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with the Company’s business needs.

No Tax Reimbursement of Parachute Payments and Deferred Compensation
We did not provide any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Code during 2019, and we have not agreed and are not otherwise obligated to provide any NEO with such a “gross-up” or other tax reimbursement.
Accounting Treatment
We account for stock compensation in accordance with the authoritative guidance set forth in ASC Topic 718, which requires companies to measure and recognize the compensation expense for all share-based awards made to employees and directors, including stock options, RSU awards and shares acquired through our ESPP, over the period during which the award recipient is required to perform services in exchange for the award (for executive officers, generally the four-year vesting period of the award). We estimate
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the fair value of stock options and shares acquired through our ESPP using the Black-Scholes option pricing model. This calculation is performed for accounting purposes and reported in the compensation tables below.
Compensation Committee Report
The compensation committee has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement with management and, based on such review and discussions, the compensation committee recommended to our board of directors that the Compensation Discussion and Analysis be incorporated by reference in Sunrun’s Annual Report on Form 10-K for 2019 and included in this proxy statement.
Submitted by the compensation committee of our board of directors:
Katherine August de-Wilde (Chairwoman)
Mary Powell
Alan Ferber
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Fiscal 2019 Summary Compensation Table
The following table presents summary information regarding the total compensation for services rendered in all capacities that was earned by our named executive officers as of December 31, 2019.
NameYearSalary ($)Bonus
($)
Option Awards (1)
($)
Stock Awards (2)
($)
Non-Equity Incentive Plan Compensation (3)
($)
All Other
Compensation (4)
($)
Total
($)
Lynn Jurich, Chief Executive Officer
2019569,231—  2,131,294  2,148,259  573,3009,800  5,431,884
2018500,000—  —  —  335,0009,625  844,625
2017500,000—  2,509,500  2,080,000  500,000—  5,589,500
Bob Komin, Chief Financial Officer
2019401,923—  663,071  668,355  324,4509,800  2,067,599
2018350,000—  460,040  850,000  188,0009,625  1,857,665
2017350,000—  1,028,895  875,000  266,875—  2,520,770
Edward Fenster, Executive Chairman
2019512,308—  1,539,268  1,551,530  412,6509,800  4,025,556
2018450,000—  —  —  241,0009,625  700,625
2017450,000—  1,586,004  1,300,000  360,000—  3,696,004
Chris Dawson, Chief Operating Officer (5)
2019384,615—  568,342  572,863  286,6509,800  1,822,271
2018350,000—  —  —  176,0009,625  535,625
201710,769—  1,416,700  1,515,000  —  —  2,942,469
Jeanna Steele, General Counsel & Corporate Secretary (6)
2019319,615—  378,900  381,909  239,4009,800  1,329,624
2018256,123—  516,656  463,220  73,0009,625  1,318,624
2017209,494—  —  29,000  41,897—  280,391
______________________
(1) The amounts reported in the Options Awards column represent the grant date fair value of the stock options granted to the named executive officers during 2019, 2018 and 2017 as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the stock options reported in the Option Awards column are set forth in our consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2019. Note that amounts reported in this column reflect the accounting cost for these option awards, and do not correspond to the actual economic value that may be received by the named executive officers from the stock options.
(2) The amounts reported in the Stock Awards column represent the grant date fair value of the stock awards granted to the named executive officers during 2019, 2018 and 2017 as computed in accordance with ASC 718. 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 named executive officers from the stock awards.
(3) The amounts in the Non-Equity Incentive Plan Compensation column for 2017 represent the amounts earned and payable under the 2017 bonus plan, all of which were paid in 2016. The amounts reported for 2018 represent the amounts earned and payable under the 2018 bonus plan, all of which were paid in 2018. The amounts reported for 2019 represent the amounts earned and payable under the 2019 bonus plan, all of which will be paid in May 2020 in the form of fully vested RSUs. Our board of directors formally adopted an Annual Incentive Plan (“AIP”) for our executives in December 2014. Under our AIP, our compensation committee retains discretionary authority to modify final bonus payouts for any one executive up or down based on the compensation committee’s assessment of that executive’s overall individual performance.
(4) All of our employees, including our named executive officers, are eligible to participate in our 401(k) plan. The amounts shown for each named executive officer for 2019 reflect matching contributions made to each of our named executive officers in 2019 with our 401(k) applicable to all employees and as described elsewhere in this proxy statement.
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(5) Mr. Dawson joined the Company as Chief Operating Officer effective December 6, 2017.
(6) Ms. Steele was appointed the Company’s General Counsel & Corporate Secretary effective May 18, 2018.

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Grants of Plan-Based Awards in Fiscal 2019
The following table presents, for each of our named executive officers, information concerning grants of plan-based awards made during fiscal 2019. This information supplements the information about these awards set forth in the Summary Compensation Table.
Grant Date
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)
All Other Stock Awards: Number of Shares of Stock or UnitsAll Other Option Awards: Number of Securities Underlying OptionsExercise or Base Price of Option Awards
($/sh)
Grant Date Fair Value of Stock Awards($)(2)
Threshold ($)Target ($)Maximum ($)
Lynn Jurich—  —  600,000  —  —  —  —  —  
     Stock Option3/14/2019—  —  —  269,784  —  14.57  2,132,265  
     RSU3/14/2019—  —  —  147,444  —  —  2,148,259  
Bob Komin—  —  340,000  —  —  —  —  —  
     Stock Option3/14/2019—  —  —  83,933  —  14.57  663,373  
     RSU3/14/2019—  —  —  45,872  —  —  668,355  
Edward Fenster—  —  432,000  —  —  —  —  —  
     Stock Option3/14/2019—  —  —  194,844  —  14.57  1,539,969  
     RSU3/14/2019—  —  —  106,488  —  —  1,551,530  
Chris Dawson—  —  300,000  —  —  —  —  —  
     Stock Option3/14/2019—  —  —  71,942  —  14.57  568,601  
     RSU3/14/2019—  —  —  39,318  —  —  572,863  
Jeanna Steele—  —  251,250  —  —  —  —  —  
     Stock Option3/14/2019—  —  —  47,962  —  14.57  379,072  
     RSU3/14/2019—  —  —  26,212  —  —  381,909  

______________________
(1) Amounts in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns relate to cash incentive compensation opportunities under our Annual Incentive Plan. The actual amounts paid to our named executive officers are set forth in the “Summary Compensation Table” above, and the calculation of the actual amounts paid is discussed more fully in “Executive Compensation-Compensation Discussion and Analysis-Annual Incentive Plan Awards” above.
(2) The amounts reported in this column represent the grant date fair value of the stock options or RSUs, as applicable, granted to the named executive officers during 2019 as computed in accordance with ASC 718. 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 named executive officers from the stock options or RSUs.

Option Exercises and Stock Vested in Fiscal 2019
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 during fiscal 2019 by each of our named executive officers.
NameOption AwardsStock Awards
Number of Shares Acquired on Exercise (#)Value Realized on Exercise ($)Number of Shares Acquired on Vesting (#)
Value of Realization on Vesting ($)(1)
Lynn Jurich332,584  4,345,682  169,625  2,582,500  
Bob Komin 20,000  232,400  110,937  1,679,699  
Edward Fenster300,010  4,097,853  127,500  1,940,894  
Chris Dawson—  —  62,500  952,031  
Jeanna Steele—  —  24,462  379,440  

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______________________
(1) The value realized on vesting is calculated by multiplying the number of shares of stock by the market value of the underlying shares on the applicable vesting date.

Executive Employment Agreements
Lynn Jurich
We have entered into a confirmatory employment letter with Lynn Jurich, our Chief Executive Officer. The confirmatory employment letter, dated May 12, 2015, has no specific term and provides for at-will employment. At December 31, 2019, Ms. Jurich’s annual base salary was $600,000, and she was eligible for annual target incentive payments equal to 100% of her base salary.
Bob Komin
We have entered into a confirmatory employment letter with Bob Komin, our Chief Financial Officer. The confirmatory employment letter, dated May 12, 2015, has no specific term and provides for at-will employment. At December 31, 2019, Mr. Komin’s annual base salary was $425,000, and he was eligible for annual target incentive payments equal to 80% of his base salary.
Edward Fenster
We have entered into a confirmatory employment letter with Edward Fenster, our Chairman. The confirmatory employment letter, dated May 12, 2015, has no specific term and provides for at-will employment. At December 31, 2019, Mr. Fenster’s annual base salary was $540,000, and he was eligible for annual target incentive payments equal to 80% of his base salary.
Chris Dawson
We have entered into an employment offer letter to Chris Dawson, our Chief Operating Officer. The offer letter, dated November 13, 2017, has no specific term and provides for at-will employment. At December 31, 2019, Mr. Dawson’s annual base salary was $400,000, and he was eligible for annual target incentive payments equal to 75% of his base salary.
Jeanna Steele
We have entered into a letter agreement with Jeanna Steele, our General Counsel & Corporate Secretary. The letter agreement, dated May 15, 2018, has no specific term and provides for at-will employment. At December 31, 2019, Ms. Steele’s annual base salary was $335,000, and she was eligible for annual target incentive payments equal to 75% of her base salary.
Outstanding Equity Awards at Fiscal Year-End
The following table provides information regarding outstanding equity awards held by our named executive officers at December 31, 2019.
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Option AwardsStock Awards
NameGrant DateNumber of
Securities
Underlying Unexercised
Options (#)
Exercisable		Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable 		Option
Exercise
price ($)		Option
Expiration
Date		Number
of Shares
or Units of
Stock That
Have Not
Vested (#)
Market
Value of
shares of
Units of Stock
That Have Not
Vested (19) ($)
Lynn Jurich
4/12/2013 (1)
243,418  —  3.19  4/11/2023—  —  
4/11/2014 (1)
365,988  —  5.88  4/10/2024—  —  
2/11/2016 (2)
573,965  25,819  5.08  2/10/2026—  —  
2/11/2016 (3)
—  —  —  16,407  226,581  
3/15/2017 (4)
687,493  312,507  5.00  3/14/2027—  —  
3/15/2017 (5)
—  —  —  130,000  1,795,300  
3/14/2019 (6)
—  269,784  14.57  3/13/2029—  —  
3/14/2019 (7)
—  —  —  147,444  2,036,202  
Edward Fenster
4/12/2013 (1)
303,500  —  3.19  4/11/2023—  —  
4/11/2014 (1)
400,000  —  5.88  4/10/2024—  —  
2/11/2016 (2)
565,381  24,589  5.08  2/10/2026—  —  
2/11/2016 (3)
—  —  —  15,625  215,781  
3/15/2017 (4)
434,495  197,505  5.00  3/14/2027—  —  
3/15/2017 (5)
—  —  —  81,250  1,122,063  
3/14/2019 (6)
—  194,844  14.57  3/13/2029—  —  
3/14/2019 (7)
—  —  —  106,488  1,470,599  
Bob Komin
4/10/2015 (8)
550,000  —  9.17  4/9/2025—  —  
2/11/2016 (2)
212,018  9,221  5.08  2/10/2026—  —  
2/11/2016 (3)
—  —  —  5,860  80,927  
3/15/2017 (4)
261,872  128,128  5.00  3/14/2027—  —  
3/15/2017 (5)
—  —  —  54,688  755,241  
4/13/2018 (9)
41,666  58,334  8.50  4/12/2028—  —  
4/13/2018 (10)
—  —  —  62,500  863,125  
3/14/2019 (6)
—  83,933  14.57  3/13/2029—  —  
3/14/2019 (7)
—  —  —  45,872  633,492  
Chris Dawson
12/15/2017 (11)
249,998  250,002  6.06  12/14/2027—  —  
12/15/2017 (12)
—  —  —  125,000  1,726,250  
3/14/2019 (6)
—  71,942  14.57  3/13/2029—  —  
3/14/2019 (7)
—  —  —  39,318  542,982  
Jeanna Steele
4/10/2015 (13)
20,000  —  9.17  4/9/2025—  —  
2/11/2016 (3)
—  —  —  625  8,631  
5/5/2016 (14)
—  —  —  1,875  25,894  
3/15/2017 (5)
—  —  —  1,813  25,038  
3/20/2018 (15)
19,687  25,313  8.05  3/19/2028—  —  
3/20/2018 (16)
—  —  —  10,463  144,494  
6/15/2018 (17)
17,624  29,376  13.63  6/14/2028—  —  
6/15/2018 (18)
—  —  —  14,375  198,519  
3/14/2019 (6)
—  47,962  14.57  3/13/2029—  —  
3/14/2019 (7)
—  —  —  26,212  361,988  
______________________
(1) The stock option is fully vested and immediately exercisable.
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(2) Twenty-five percent of the shares subject to the option vested on February 11, 2017 and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.
(3) The RSUs vest over four years. Twenty-five percent of the RSUs vested on February 11, 2017 and the remaining RSUs vest in equal quarterly installments thereafter subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.
(4) Twenty-five percent of the shares subject to the option vested on March 15, 2018 and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.
(5) The RSUs vest over four years. Twenty-five percent of the RSUs vested on March 15, 2018 and the remaining RSUs vest in equal quarterly installments thereafter subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.
(6) Twenty-five percent of the shares subject to the option vest on March 17, 2020 and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.
(7) The RSUs vest over four years. Twenty-five percent of the RSUs vest on March 17, 2020 and the remaining RSUs vest in equal quarterly installments thereafter subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.
(8) Twenty-five percent of the shares subject to the option vested on March 9, 2016 and one forty-eighth of the shares subject to the option vested monthly thereafter through December 31, 2016, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement. Additionally, the compensation committee approved an “early exercise” feature with respect to 517,285 shares that may be exercised prior to vesting, subject to the Company’s right to repurchase the shares (at the exercise price) if Mr. Komin terminates employment prior to the vesting date(s). In connection with the November 8, 2016 grant described in Footnote (7) below, the compensation committee paused vesting of the remaining unvested shares subject to the option for the period January 1, 2017 through December 31, 2018, and 100% of those remaining unvested shares subject to the option vested on January 1, 2019, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.
(9) Twenty-five percent of the shares subject to the option vest on April 1, 2019 and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.
(10) The RSUs vest over four years. Twenty-five percent of the RSUs vest on April 1, 2019 and the remaining RSUs vest in equal quarterly installments thereafter subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.
(11) Twenty-five percent of the shares subject to the option vested on December 15, 2018 and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.
(12) The RSUs vest over four years. Twenty-five percent of the RSUs vested on December 15, 2018 and the remaining RSUs vest in equal quarterly installments thereafter subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.
(13) Twenty-five percent of the shares subject to the option vested on March 9, 2016 and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.
(14) The RSUs vest over four years. Twenty-five percent of the RSUs vested on May 5, 2017 and the remaining RSUs vest in equal quarterly installments thereafter subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.
(15) Twenty-five percent of the shares subject to the option vested on March 15, 2019 and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.
(16) The RSUs vest over four years. Twenty-five percent of the RSUs vested on March 15, 2019 and the remaining RSUs vest in equal quarterly installments thereafter subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.
(17) Twenty-five percent of the shares subject to the option vested on June 15, 2019 and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.
(18) The RSUs vest over four years. Twenty-five percent of the RSUs vested on June 15, 2019 and the remaining RSUs vest in equal quarterly installments thereafter subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.
(19) This column represents the market value of the shares underlying the RSUs as of December 31, 2019, based on the closing price of our common stock, as reported on Nasdaq, of $13.81 per share on December 31, 2019.
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Potential Payments upon Termination or Change of Control
NameTermination Without Cause or Resignation for Good Reason ($)
Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control ($)(1)
Lynn Jurich
     Cash severance payments 1,017,500  1,800,000  
     Continued health coverage22,272  33,408  
     Accelerated vesting3,518,334  7,036,669  
          Total:4,558,106  8,870,077  
Bob Komin
     Cash severance payments 439,938  765,000  
     Continued health coverage11,136  22,272  
     Accelerated vesting1,925,923  3,851,846  
          Total:2,376,996  4,639,118  
Edward Fenster
     Cash severance payments 840,500  1,458,000  
     Continued health coverage22,272  33,408  
     Accelerated vesting2,381,562  4,763,124  
          Total:3,244,334  6,254,532  
Chris Dawson
     Cash severance payments 500,000  700,000  
     Continued health coverage11,136  22,272  
     Accelerated vesting2,103,374  4,206,747  
          Total:2,614,510  4,929,019  
Jeanna Steele
     Cash severance payments 224,949  586,250  
     Continued health coverage11,136  22,272  
     Accelerated vesting457,827  915,654  
          Total:693,911  1,524,176  
______________________

(1) Any cash severance payments payable under our Severance Plan 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. Jurich and Mr. Fenster and six months for Messrs. Komin and Dawson, and Ms. Steele, 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.

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We adopted a change in control and severance plan applicable to our executive officers and certain other key employees. Under the plan, for the period from three months prior to until 12 months following a change in control (“change in control period”) if any plan participant is terminated for any reason other than cause, death or disability or a plan participant voluntarily resigns for good reason, the plan participant would be entitled to receive severance benefits. Lynn Jurich, Edward Fenster, Chris Dawson, Bob Komin and Jeanna Steele are plan participants. Upon the occurrence of such an event, Ms. Jurich and Mr. Fenster are each entitled to receive the following severance benefits: (i) a lump sum cash amount equal to 18 months of his or her then current annual base salary, (ii) a lump sum cash amount equal to 150% of his or her target bonus amount for the fiscal year of termination, (iii) reimbursement of continued health coverage under COBRA or taxable lump sum payment in lieu of reimbursement, as applicable, for a period of 18 months following termination, and (iv) all unvested equity awards held by the plan participant immediately prior to such termination will become vested and exercisable in full. Upon the occurrence of the same such event, Messrs. Komin and Dawson and Ms. Steele are each entitled to receive the following severance benefits: (i) a lump sum cash amount equal to 12 months of his or her then current annual base salary, (ii) a lump sum cash amount equal to 100% of his or her target bonus amount for the fiscal year of termination, (iii) reimbursement of continued health coverage under COBRA or taxable lump sum payment in lieu of reimbursement, as applicable, for a period of 12 months following termination, and (iv) all unvested equity awards held by the plan participant immediately prior to such termination will become vested and exercisable in full.
Further, under the policy, if, outside the change in control period, any plan participant is terminated for any reason other than cause, death or disability or, in the case of certain plan participants (including our named executive officers), a plan participant voluntarily resigns for good reason, the plan participant would be entitled to receive severance benefits. Upon the occurrence of such an event, Ms. Jurich and Mr. Fenster are each entitled to receive the following: (i) continuing payments of his or her then current annual base salary for a period of 12 months following the termination date, (ii) a pro-rated amount of the average aggregate amount of the actual bonus payments paid to him or her during each of the two fiscal years immediately preceding the fiscal year of his or her termination date and payable over a period of 12 months following the termination date, (iii) reimbursement of continued health coverage under COBRA or taxable lump sum payment in lieu of reimbursement, as applicable, for a period of 12 months following termination, and (iv) 50% of all unvested equity awards held by such plan participant immediately prior to such termination will become vested and exercisable in full. Upon the occurrence of the same such an event, Messrs. Komin and Dawson and Ms. Steele are each entitled to receive the following: (i) continuing payments of his or her then current annual base salary for a period of six months following the termination date, (ii) a pro-rated amount of the average aggregate amount of the actual bonus payments paid to him or her during each of the two fiscal years immediately preceding the fiscal year of the termination date and payable over a period of six months following the termination date, (iii) reimbursement of continued health coverage under COBRA or taxable lump sum payment in lieu of reimbursement, as applicable, for a period of six months following termination, and (iv) 50% of all unvested equity awards held by the plan participant immediately prior to such termination will become vested and exercisable in full.
In order to receive the severance benefits, Ms. Jurich, Mr. Fenster, Mr. Dawson, Mr. Komin and Ms. Steele must sign and not revoke a release of claims in our favor within the timeframe set forth in the plan.
Pay Ratio Disclosure

We are providing below the ratio of the annual total compensation of our CEO, Lynn Jurich, to the annual total compensation of our median employee (excluding our CEO). For fiscal 2019:

•Ms. Jurich’s annual total compensation, as reported in the Fiscal 2019 Summary Compensation Table included elsewhere in this Proxy Statement, was $5,431,884;
•The annual total compensation of our median employee was $46,906; and
•The ratio of Ms. Jurich’s annual total compensation to the annual total compensation of our median employee was 116 to 1.
To identify our median employee, we took the following steps:

•We selected December 31, 2019, the last day of our 2019 fiscal year, as the determination date for purposes of identifying our median employee.
•We selected our median employee based on approximately 4,564 full-time, and part-time 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 2019 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, de minimis or acquired company exceptions allowed by SEC rules. We also did not annualize compensation for any employees that were only employed for part of fiscal 2019, nor did we use any cost-of-living adjustment.
•All employees except for our CEO were ranked from lowest to highest with the median determined from this list.
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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 CEO 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 CEO in the Fiscal 2019 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.
Equity Compensation Plan Information
The following table summarizes our equity compensation plan information as of December 31, 2019. Information is included for equity compensation plans approved by our stockholders. We do not have any equity compensation plans not approved by our stockholders.
Plan Category(a) Number
of Securities
to be Issued
Upon
Exercise of
Outstanding
Options,
Warrants
and Rights
(b) Weighted
Average
Exercise
Price of
Outstanding
Options (1)
($)
(c) Number of
Securities
Remaining
Available for
Future
Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
Reflected in
Column (a))
Equity compensation plans approved by stockholders (1)
14,729,077
(2)
7.38  
(3)
21,453,090
Equity compensation plans not approved by stockholders
—  ——
Total
14,729,0777.38  21,453,090
______________________
(1) Includes the following plans: 2008 Equity Incentive Plan, 2009 Mainstream Energy Corporation (“MEC”) Stock Plan, 2013 Equity Incentive Plan, 2014 Equity Incentive Plan, 2015 Equity Incentive Plan (“2015 Plan”), and our ESPP. Our 2015 Plan provides that on January 1st of each fiscal year commencing in 2016 and ending on (and including) January 1, 2025, the number of shares authorized for issuance under the 2015 Plan is automatically increased by a number equal to the lesser of (i) 10,000,000 shares; (ii) 4% of the outstanding shares of our common stock as of the last day of the immediately preceding fiscal year, or; (iii) such other amount as our board of directors may determine. Our ESPP provides that on January 1st of each fiscal year commencing in 2016 and ending on (and including) January 1, 2035, the number of shares authorized for issuance under the ESPP is automatically increased by a number equal to the lesser of (i) 5,000,000 shares; (ii) 2% of the outstanding shares of our common stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as our board of directors may determine. We do not have any non-stockholder approved equity compensation plans.
(2) This number includes 3,943,976 shares subject to RSUs.
(3) The weighted average exercise price relates solely to outstanding stock option shares since shares subject to the RSUs have no exercise price.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the beneficial ownership of our capital stock as of February 29, 2020 for:
•each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock;
•each of our named executive officers;
•each of our directors and nominees for director; and
•all of our current executive officers and directors as a group.
We have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares of our capital stock that they beneficially own, subject to applicable community property laws.
Applicable percentage ownership is based on 119,388,153 shares of our common stock outstanding as of February 29, 2020. In computing the number of shares of capital stock beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares of our capital stock subject to options held by the person that are currently exercisable or exercisable within 60 days of February 29, 2020 and issuable upon the vesting of RSUs held by the person within 60 days of February 29, 2020. However, we did not deem such shares of our capital stock outstanding for the purpose of computing the percentage ownership of any other person.
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Sunrun Inc., 225 Bush Street, Suite 1400, San Francisco, California 94104. The information provided in the table is based on our records, information filed with the SEC and information provided to us, except where otherwise noted.
Name of Beneficial OwnerNumber of
Shares
Beneficially
Owned		Percentage of
Shares
Beneficially
Owned
Named Executive Officers and Directors:
Lynn Jurich (1)
4,470,169  3.69%  
Edward Fenster (2)
3,335,455  2.75%  
Bob Komin (3)
1,332,659  1.11%  
Chris Dawson (4)
392,318  *  
Jeanna Steele (5)
87,782  *  
Katherine August-deWilde (6)
127,948  *  
Leslie Dach (7)
196,483  *  
Alan Ferber (8)
28,114  *  
Mary Powell (9)
28,114  *  
Gerald Risk (10)
677,708  *  
All executive officers and directors as a group (10 persons) (11)
10,676,750  8.55%  
5% Stockholders:
Tiger Global Management, LLC (12)
29,773,257  24.94%  
BlackRock, Inc. (13)
15,402,543  12.90%  
The Vanguard Group (14)
7,553,421  6.33%  
Fidelity Management & Research Company (15)
6,713,304  5.62%  
______________________
* Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock.
(1) Consists of (i) 2,604,229 shares held of record by Ms. Jurich, (ii) 1,803,079 shares issuable pursuant to outstanding stock options held by Ms. Jurich which are exercisable within 60 days of February 29, 2020, and (iii) 62,861 shares issuable pursuant to RSUs which will vest within 60 days of February 29, 2020.
(2) Consists of (i) 1,529,264 shares held of record by Mr. Fenster, (ii) 1,763,319 shares issuable pursuant to outstanding stock options held by Mr. Fenster which are exercisable within 60 days of February 29, 2020, and (iii) 42,872 shares issuable pursuant to RSUs which will vest within 60 days of February 29, 2020.
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(3) Consists of (i) 183,848 shares held of record by Mr. Komin's family trust, (ii) 1,120,155 shares issuable pursuant to outstanding stock options held by Mr. Komin which are exercisable within 60 days of February 29, 2020, and (iii) 28,656 shares issuable pursuant to RSUs which will vest within 60 days of February 29, 2020.
(4) Consists of (i) 55,716 shares held of record by Mr. Dawson, (ii) 311,148 shares issuable pursuant to outstanding stock options held by Mr. Dawson which are exercisable within 60 days of February 29, 2020, and (iii) 25,454 shares issuable pursuant to RSUs which will vest within 60 days of February 29, 2020.
(5) Consists of (i) 299 shares held of record by Ms. Steele, (ii) 77,967 shares issuable pursuant to outstanding stock options held by Ms. Steele which are exercisable within 60 days of February 29, 2020, and (iii) 9,516 shares issuable pursuant to RSUs which will vest within 60 days of February 29, 2020.
(6) Consists of 127,948 shares held of record by deWilde Family Trust, for which Ms. August-deWilde and her spouse serve as co-trustees.
(7) Consists of (i) 20,571 shares held of record by the Dach Dickie Family Trust, (ii) 75,912 shares held directly by Mr. Dach, and (iii) 100,000 shares issuable pursuant to outstanding stock options held by Mr. Dach which are exercisable within 60 days of February 29, 2020.
(8) Consists of 28,114 shares held of record by Mr. Ferber.
(9) Consists of 28,114 shares held of record by Ms. Powell.
(10) Consists of (i) 495,054 shares held of record by the Risk Family Trust dated June 23, 2006, for which Mr. Risk and his spouse serve as co-trustees, (ii) 62,654 shares held directly by Mr. Risk, and (iii) 120,000 shares issuable pursuant to outstanding stock options held by Mr. Risk which are exercisable within 60 days of February 29, 2020.
(11) Consists of (i) 5,211,723 shares held of record, (ii) 5,301,918 shares issuable pursuant to outstanding stock options which are exercisable within 60 days of February 29, 2020, and (iii) 163,109 shares issuable pursuant to outstanding RSUs which will vest within 60 days of February 29, 2020.
(12) As of October 7, 2019, the reporting date of the most recent filing with the SEC by entities affiliated with Tiger Global Management, LLC (“Tiger Global”) pursuant to Section 13(g) of the Exchange Act filed on October 9, 2019, Tiger Global has sole voting and dispositive power with respect to 29,773,257 shares. The reported amount of securities beneficially owned includes the securities beneficially owned by advisory clients of Tiger Global and/or its related persons and may be deemed to be beneficially owned by (i) Tiger Global, (ii) Charles P. Coleman, III (“Coleman”), a partner and portfolio manager of Tiger Global, and (iii) Scott Shleifer (“Shleifer”), a partner and portfolio manager of Tiger Global. Each of Tiger Global, Coleman and Shleifer disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and affirmatively disclaim being a “group” for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The address for Tiger Global is 9 West 57th Street, 35th Floor, New York, NY 10019.
(13) As of February 29, 2020, the reporting date of the most recent filing with the SEC by entities affiliated with BlackRock, Inc. (“BlackRock”) pursuant to Section 13(g) of the Exchange Act filed on March 9, 2020, BlackRock has sole voting power with respect to 15,264,851 shares and sole dispositive power with respect to 15,402,543 shares. The address for BlackRock is 55 East 52nd Street, New York, NY 10055.
(14) As of December 31, 2019, the reporting date of the most recent filing with the SEC by entities affiliated with The Vanguard Group (“Vanguard”) pursuant to Section 13(g) of the Exchange Act filed on February 12, 2020, Vanguard has sole voting power with respect to 227,673 shares, shared voting power with respect to 5,100 shares, sole dispositive power with respect to 7,331,592 shares, and shared dispositive power with respect to 221,829 shares. The address for Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.
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(15) As of February 28, 2020, the reporting date of the most recent filing with the SEC by entities affiliated with Fidelity Management & Research Company (“FMR LLC”) pursuant to Section 13(g) of the Exchange Act filed on March 10, 2020, FMR LLC has sole voting power with respect to 420,018 shares and sole dispositive power with respect to 6,713,304 shares, and Abigail P. Johnson has sole dispositive power with respect to 6,713,304 shares. Members of the Johnson family, including Abigail P. Johnson (a director, the Chairman and the Chief Executive Officer of FMR LLC), are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940 (the “Investment Company Act”), to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company LLC (“FMR Co LLC”), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. FMR Co LLC carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The reported amount of securities beneficially owned includes the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies (collectively the “FMR Reporters”). The reported amount of securities beneficially owned by the FMR Reporters does not include securities, if any, beneficially owned by certain other companies whose beneficial ownership of securities is disaggregated from that of the FMR Reporters in accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). The address for FMR LLC is 245 Summer Street, Boston, MA 02210.
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RELATED PERSON TRANSACTIONS

Policies and Procedures for Related Party Transactions
Our audit committee has the primary responsibility for reviewing and approving transactions with related persons. Our audit committee charter provides that our audit committee shall review and approve in advance any related person transactions. Our board of directors has adopted a formal written policy providing that we are not permitted to enter into any transaction that exceeds $120,000 and in which any related person has a direct or indirect material interest without the consent of our audit committee. In approving or rejecting any such transaction, our audit committee is to consider the relevant facts and circumstances available and deemed relevant to our audit committee, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.
Since January 1, 2019, we have not been a party to any related person transactions, other than the transaction described below.
Ms. Powell served as the President and Chief Executive Officer of Green Mountain Power Corporation (“GMP”) until December 31. 2019. In August 2019, we entered into an agreement with GMP to provide battery storage power aggregation services through GMP’s bring-your-own-device battery storage program. The total amount we will receive under the agreement is unknown at this time; however, the transaction was approved by the Audit Committee, as we anticipate that it will result in payments of over $120,000 per year.
Other than the transaction described above, we had no transactions or series of similar transactions, since the beginning of our last fiscal year, and none are currently proposed, to which we were a party or will be a party, in which:
•the amounts involved exceeded or will exceed $120,000; and
•any of our directors, nominees for director, executive officers or beneficial holders of more than 5% of our outstanding common stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities (each, a related person), had or will have a direct or indirect material interest.

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HOUSEHOLDING OF ANNUAL MEETING MATERIALS
The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single copy of the proxy statement, Annual Report on Form 10-K or Notice of Internet Availability of Proxy Materials, as applicable, addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. This year, a number of brokers with account holders who are our stockholders will be householding our proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the impacted stockholders. Once you have received notice from us (if you are a stockholder of record) or from your broker (if you are a beneficial owner) that we or they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive separate proxy materials, including the Notice, or if you currently receive multiple copies and would like to request “householding” of your communications, please notify your broker or us. Direct your written request to us to the Sunrun Inc., Attention: Investor Relations, 225 Bush Street, Suite 1400, San Francisco, CA 94104 or by telephone at (415) 510-4833. In the event a stockholder that received multiple copies would like to receive only one copy for such stockholder’s household, such stockholder should contact their bank, broker, or other nominee record holder, or contact us at the above address or phone number.

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DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires that our executive officers, directors and 10% stockholders file reports of ownership and changes of ownership with the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
SEC regulations require us to identify in this proxy statement anyone who filed a required report late during the most recent fiscal year. Based solely on our review of forms we received and written representations of our executive officers, directors and 10% stockholders, we believe that during our fiscal year ended December 31, 2019, all Section 16(a) filing requirements were satisfied on a timely basis, except for the filings described below:

•Due to an administrative error that has since been identified and corrected, Forms 4 reporting the forfeiture of shares to cover withholding taxes incidental to the vesting of restricted stock units over the period from March 2016 to September 2019 were filed late for the following individuals: Ms. Jurich, reporting eighteen transactions; Mr. Fenster, reporting eighteen transactions; Mr. Komin, reporting eighty-one transactions; Mr. Dawson, reporting four transactions; Ms. Steele, reporting twenty-three transactions; Ms. Michelle Philpot, reporting two transactions; Mr. Dach, reporting one transaction; and Mr. Risk, reporting one transaction.
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OTHER MATTERS
Fiscal Year 2019 Annual Report and SEC Filings
Our financial statements for our fiscal year ended December 31, 2019 are included in our Annual Report on Form 10‑K, which we will make available to stockholders at the same time as this proxy statement. This proxy statement and our annual report are posted on our website at www.sunrun.com under “Investors – Filings & Financials” and are available from the SEC at its website at www.sec.gov. You may also obtain a copy of our annual report without charge by sending a written request to Sunrun Inc., Attention: Investor Relations, 225 Bush Street, Suite 1400, San Francisco, California 94104.
*    *    *
The board of directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented at the Annual Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares of our common stock they represent in accordance with their own judgment on such matters.
It is important that your shares of our common stock be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote by telephone or by using the Internet as instructed on the enclosed proxy card or execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.
THE BOARD OF DIRECTORS
San Francisco, California
April 17, 2020



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