Eric Branderiz
About Eric Branderiz
Independent director since 2023; age 60; born in Argentina. Former EVP & CFO of Enphase Energy; CPA (California); BCom from the University of Alberta. Identified as an Audit Committee financial expert with deep experience in finance, accounting, risk management, M&A execution, ESG, and corporate governance across energy, semiconductor, and technology sectors (Enphase, Tesla, SunPower) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enphase Energy, Inc. | EVP & Chief Financial Officer | 2018–2022 | CFO of a public company; global financial and operational oversight . |
| Tesla, Inc. | Chief Accounting Officer & Corporate Controller | 2016–2018 | Led corporate accounting; controls and reporting at scale . |
| SunPower Corporation | SVP, Corporate Controller & CAO; SVP, Head of Global Residential & Light Commercial Ops & Finance | 2010–2016 | Finance leadership and operating roles in solar manufacturing . |
| Knowledge Learning Corp. (KinderCare) | VP, Corporate Controller; Corporate Treasurer; Head of Subsidy Business Ops | 2009–2010 | Multi-function corporate finance leadership . |
| Spansion, Inc. (Infineon) | SVP, Corporate Controller; Head of Sales & Marketing Finance, Tax & Treasury | 2007–2009 | Semiconductor finance leadership across functions . |
| Advanced Micro Devices, Inc. | Americas Controller | 2002–2005 | Regional controllership for multinational semiconductor firm . |
| Ernst & Young LLP | Auditor | 1996–2002 | Foundational audit experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fortive Corporation (NYSE: FTV) | Director | Since 2023 | Public company directorship . |
| UNIVERS | Director | Since 2023 | Net zero technology provider . |
| AESC (battery tech) | Director | Since 2022 | Battery technology company governance . |
Board Governance
- Independence: Board determined all director nominees other than CEO are independent; Branderiz is independent .
- Committee memberships: Audit Committee; Compensation & Human Capital Committee; not a chair .
- Audit Committee financial expert: Designated as an “audit committee financial expert”; all Audit members financially literate .
- Attendance: In 2024, Board met 13 times with average director attendance of 98%; Audit (10 meetings, 97% avg attendance), Compensation (5 meetings, 100%) .
- Annual meeting participation: Directors expected to attend; all non-employee directors attended the prior virtual annual meeting .
- Governance practices: Separate Chair/CEO; majority voting; regular executive sessions of independent directors; director time-commitment and overboarding policies enforced .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 173,329 | 281,514 | 454,843 |
| 2024 | 135,000 | 219,968 | 354,968 |
- Compensation structure (2024): Board retainer $100,000; Audit member $20,000; Compensation member $15,000; annual RSU award $220,000 (time-based, 1-year vest); Board Chair RSU $270,000; committee chair fees higher per charter .
- Director stock ownership guidelines: Required holdings equal to 5x annual cash retainer ($500,000 for directors joining after June 7, 2022); as of April 7, 2025, all directors who joined prior to Jan 1, 2024 (includes Branderiz) had satisfied the guideline .
Performance Compensation
| Grant Year | Award Type | Grant Date | Units Granted | Grant-Date FV/Share |
|---|---|---|---|---|
| 2023 | RSU (director annual) | Jun 6, 2023 | 3,538 | $62.17 |
| 2023 | RSU (appointment award) | Feb 21, 2023 | 952 | $64.66 |
| 2024 | RSU (director annual) | Jun 4, 2024 | 3,366 | $65.35 |
- Deferral elections: Elected Option 2 for RSU deferral (settles 1/3 on each of the next three July 1 dates); also elected Option 2 in the prior cycle .
- Note: Non-employee director equity is time-based RSUs; no performance metrics or PSU awards for directors .
Other Directorships & Interlocks
- Current public boards: Fortive Corporation (FTV) .
- Other boards: UNIVERS (net zero tech), AESC (battery tech) .
- Related-party transactions: None requiring disclosure since Jan 1, 2024 (and none since Jan 1, 2023) .
- Hedging/pledging: Prohibited—no hedging, short sales, margin accounts, or pledging of Cognizant securities .
Expertise & Qualifications
- Financial expertise: CPA (California), Audit Committee financial expert; extensive finance, accounting, controls, and risk management leadership (CFO/CAO roles) .
- Sector experience: Energy, semiconductor, technology; M&A execution and ESG oversight .
- Governance: Current public company board service; strong corporate governance credentials .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Direct Holdings (shares) | — | — |
| Indirect Holdings (shares) | 45 | 45 |
| Awards Vesting (shares, <60 days) | — | — |
| Deferred RSUs/DSUs (units) | 4,525 | 8,002 |
| Unvested Awards (units) | — | — |
| Total (units) | 4,570 | 8,047 |
- Ownership level: Each director owns less than 1% of outstanding shares; no pledging disclosed .
- Guideline compliance: Meets 5x retainer ownership guideline as of April 7, 2025 .
Governance Assessment
- Board effectiveness: Dual committee service (Audit; Compensation) plus “financial expert” designation strengthens financial oversight and pay governance; committee attendance metrics indicate high engagement (Audit avg 97%; Compensation avg 100%) .
- Alignment & incentives: Director pay mix is balanced (cash retainer plus time-based RSUs); RSU deferral choice (three-year settlement) signals long-term alignment with shareholders .
- Conflicts & red flags: No related-party transactions; no hedging/pledging; independence affirmed; director overboarding policies in place and reviewed annually (Branderiz is in compliance) .
- Shareholder confidence signals: Strong say-on-pay support (92% in 2024 and 2025) and active shareholder engagement led by Board chairs (context for compensation oversight; not director-specific) .