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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

OrganizationRoleTenureCommittees/Impact
Enphase Energy, Inc.EVP & Chief Financial Officer2018–2022CFO of a public company; global financial and operational oversight .
Tesla, Inc.Chief Accounting Officer & Corporate Controller2016–2018Led corporate accounting; controls and reporting at scale .
SunPower CorporationSVP, Corporate Controller & CAO; SVP, Head of Global Residential & Light Commercial Ops & Finance2010–2016Finance leadership and operating roles in solar manufacturing .
Knowledge Learning Corp. (KinderCare)VP, Corporate Controller; Corporate Treasurer; Head of Subsidy Business Ops2009–2010Multi-function corporate finance leadership .
Spansion, Inc. (Infineon)SVP, Corporate Controller; Head of Sales & Marketing Finance, Tax & Treasury2007–2009Semiconductor finance leadership across functions .
Advanced Micro Devices, Inc.Americas Controller2002–2005Regional controllership for multinational semiconductor firm .
Ernst & Young LLPAuditor1996–2002Foundational audit experience .

External Roles

OrganizationRoleTenureNotes
Fortive Corporation (NYSE: FTV)DirectorSince 2023Public company directorship .
UNIVERSDirectorSince 2023Net zero technology provider .
AESC (battery tech)DirectorSince 2022Battery 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

YearFees Earned or Paid in Cash ($)Stock Awards ($)Total ($)
2023173,329 281,514 454,843
2024135,000 219,968 354,968
  • 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 YearAward TypeGrant DateUnits GrantedGrant-Date FV/Share
2023RSU (director annual)Jun 6, 20233,538 $62.17
2023RSU (appointment award)Feb 21, 2023952 $64.66
2024RSU (director annual)Jun 4, 20243,366 $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

Metric20242025
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) .