Joseph Malchow
Enphase EnergyAbout Joseph Malchow
Independent director (Class III) at Enphase Energy since February 2020. Age 39. Founding Partner at HNVR Technology Investment Management; previously co-founded Publir LLC (cloud software) and served on boards at Archaea Energy (2021–2023) and Rodgers Silicon Valley Acquisition Corp (SPAC; 2020–2021). Education: BA, Dartmouth; JD, Stanford. Core credentials: entrepreneurial investor with expertise in scaled infrastructure, software-driven businesses, data security, and machine learning .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rodgers Silicon Valley Acquisition Corp (SPAC) | Director | Dec 2020 – Jul 2021 | Participated through business combination with Enovix Corporation |
| Archaea Energy Inc. | Director | Jan 2021 – Jan 2023 | Renewable gas producer; board-level oversight |
| Publir LLC | Co-founder | 2011 (year disclosed) | Cloud software venture; founding role |
| HNVR Technology Investment Management | Founding Partner | Investing since 2013 (disclosed) | Venture investing in technology since 2013 |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| Enovix Corporation | Director | Since Jun 2023 | Shared board with ENPH director T.J. Rodgers (Enovix chair), indicating an interlock and potential information flow nexus |
Board Governance
- Committee assignments: Nominating and Corporate Governance Committee member; appointed as fourth member effective January 23, 2025 .
- Independence: Board has affirmatively determined Malchow is independent under Nasdaq standards (2025). Note: he previously provided consulting services to Enphase (Apr 2019–Apr 2022); in 2024, he was not deemed independent due to this relationship; independence restored after the cooling-off period .
- Attendance and engagement: Board met 4 times in 2024; each director attended at least 75% of Board and applicable committee meetings. In 2023, each director attended at least 75% except one (Haenggi), implying Malchow met the threshold both years .
- Shareholder voting signal: At the May 15, 2024 annual meeting, Malchow received 65,488,513 votes for and 28,696,624 withheld, with 17,677,272 broker non-votes; still re-elected, but elevated withhold level merits monitoring .
Fixed Compensation
Policy structure for non-employee directors (in effect for 2024; unchanged from 2020 review):
| Cash Retainers | Amount ($) |
|---|---|
| Annual Board retainer | 50,000 |
| Audit Committee chair | 25,000 |
| Audit Committee member | 15,000 |
| Compensation Committee chair | 20,000 |
| Compensation Committee member | 10,000 |
| Nominating & Corporate Governance chair | 10,000 |
| Nominating & Corporate Governance member | 5,000 |
| Lead Independent Director / Chair of the Board | 20,000 |
| Strategic Committee member | 10,000 |
Actual 2024 director compensation (Malchow):
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 60,000 | 249,993 | 309,993 |
Notes: All directors also serve on the Strategic Committee; reimbursements for reasonable travel and meeting expenses apply .
Performance Compensation
- Equity grants are time-based RSUs (no performance conditions) awarded on the date of each annual meeting; target value $250,000; vest quarterly over 12 months. The Chair of the Board receives an additional $20,000 RSU grant on the same vest schedule (not applicable to Malchow) .
| Equity Element | Grant Timing | Grant Value ($) | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|
| RSU (annual) | Annual stockholders’ meeting | 250,000 (policy) | Quarterly over 12 months | None (time-based) |
| Additional RSU (Chair only) | Annual stockholders’ meeting | 20,000 (policy) | Quarterly over 12 months | None (time-based) |
Outstanding director equity at 12/31/2024 (Malchow):
| Instrument | Unvested Units (#) |
|---|---|
| RSUs | 1,083 |
Other Directorships & Interlocks
| Company | Sector/Overview | Role | Interlock / Potential Conflict Consideration |
|---|---|---|---|
| Enovix Corporation | Lithium-ion battery technology | Director (since 2023) | Shared board with ENPH director Rodgers (Enovix chair). Interlock may facilitate information flow; monitor for related-party or competitive exposure as ENPH scales storage offerings . |
Expertise & Qualifications
- Scaled infrastructure, software-driven businesses, data security, machine learning; active technology investor since 2013 .
- Public policy and institutional affiliations (Stanford Freeman-Spogli Institute, Hoover Institution; National Civic Arts Society board), potentially enhancing governance, policy insight, and stakeholder engagement .
Equity Ownership
Beneficial ownership as of March 20, 2025:
| Holder | Shares Beneficially Owned (#) | % of Outstanding | Breakdown / Notes |
|---|---|---|---|
| Joseph Malchow | 58,781 | <1% | Includes 542 RSUs vesting within 60 days and 58,239 shares held directly |
Stock ownership guidelines: Directors must hold stock equal to 5x annual cash retainer ($250,000); as of Dec 31, 2024, all non-employee directors met guidelines .
Hedging/pledging: Company policy prohibits hedging, short sales, and pledging for directors and NEOs, except by pre-approved exception. Current disclosed exceptions are Rodgers (margin accounts) and Kothandaraman (credit line); no exception disclosed for Malchow .
Governance Assessment
- Independence and prior consulting: Independence affirmed in 2025 after the Apr 2019–Apr 2022 consulting relationship ended, reducing perceived conflict risk; still important to maintain robust related-party review processes given prior ties .
- Committee effectiveness: Placement on Nominating & Corporate Governance aligns with his governance/public policy experience; committee oversees board composition, independence, sustainability, and stakeholder communications—relevant to investor confidence .
- Attendance: Met minimum attendance thresholds; no absenteeism flags in 2024/2023 disclosures .
- Compensation alignment: Director pay is modest cash (policy-based retainers) plus time-based RSUs—standard market structure; clear ownership guidelines and compliance support alignment with shareholders .
- Shareholder signals: 2024 withhold vote (28.7M) indicates a subset of investors expressed concerns; monitor engagement outcomes and any board responses tied to governance refresh and committee work .
- RED FLAGS to monitor:
- Interlock with T.J. Rodgers at Enovix (shared external board) for potential conflicts of interest or related-party exposure if any transactions arise between ENPH and Enovix or related entities .
- Historical consulting relationship (ended 2022) warrants continued transparency in related-party disclosures and Audit Committee oversight .
- Any hedging/pledging exceptions (none disclosed for Malchow); policy enforcement remains a key alignment safeguard .