Mandy Yang
Enphase EnergyAbout Mandy Yang
Mandy Yang, 49, is Executive Vice President and Chief Financial Officer of Enphase Energy. She joined Enphase in October 2018 as VP & Chief Accounting Officer, became CFO on Feb 15, 2022, and was promoted to EVP in January 2024. She previously held senior finance roles at Tesla (Sr. Director & Group Controller), SunPower (Senior Director & Division Controller; concurrently CAO & Corporate Controller of 8point3 Energy Partners), Spansion, SYNNEX, and Deloitte. She holds a B.A. in International Business (National Taiwan University) and an MBA in Finance & Accounting (University of Illinois at Urbana-Champaign), and is a California CPA and CFA charterholder .
Company performance under her finance leadership faced an industry demand downturn in 2024: net revenues fell to $1,330.4M from $2,290.8M in 2023, GAAP net income was $102.7M (vs. $438.9M in 2023), yet free cash flow remained strong at $480.1M; non-GAAP gross margin was 48.9% and GAAP gross margin 47.3% . Over the 2019–2024 window, Enphase TSR translated a $100 investment to $263 by year-end 2024 (company’s pay-versus-performance disclosure) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tesla, Inc. | Senior Director and Group Controller | Feb 2017 – Sep 2018 | Led controllership and reporting at a hypergrowth OEM; foundation for public-company finance rigor . |
| SunPower Corporation | Senior Director and Division Controller, Global Distributed Generation | — | Drove controllership for distributed generation; focused on scaling solar operations finance . |
| 8point3 Energy Partners | Chief Accounting Officer and Corporate Controller (concurrent with SunPower) | — | Public yieldco CAO/Controller experience; SEC reporting and governance exposure . |
| Spansion Inc. | Senior finance positions | — | Semiconductor finance operations and controls . |
| SYNNEX Corporation | Internal Auditor | — | Internal audit and control environment exposure . |
| Deloitte & Touche | Auditor | — | Foundational audit, U.S. GAAP and SEC reporting . |
External Roles
- No public company directorships or external board roles disclosed for Mandy Yang .
Fixed Compensation
Multi-year cash compensation and bonus outcomes:
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Non-Equity Incentive ($) |
|---|---|---|---|
| 2022 | 350,000 | 75% | 391,921 |
| 2023 | 363,125 | 75% | 16,128 |
| 2024 | 367,500 | 75% | 16,128 (5.9% of target) |
- 2024 quarterly bonus mechanics: Company Performance Factor (0–1.0), Funding Factor (0–1.5; zeroed in Q1–Q2 if non-GAAP EPS < $1.00), Individual Performance Factor (0–1.2). Ms. Yang’s quarterly individual scores in 2024: 95.64, 90.80, 74.30, 75.50 .
Performance Compensation
Long-term equity mix and design
- 2024 PSP weightings: 34% PSUs (3-year relative TSR vs S&P 500), 33% PSUs (one-year CEO SMART Goals), 33% time-based RSUs (3-year vest) .
2024 Grants (awarded Jan 15, 2024)
| Award Type | Grant Date | Target Shares | Max Shares | Vesting / Conditions | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Time-based RSU | 1/15/2024 | 17,160 | — | 1/3 on Mar 1, 2025/26/27 | 1,891,375 |
| PSU – CEO SMART Goals | 1/15/2024 | 17,160 | 25,740 | Earn-out tied to 2024 CEO SMART score; eligible Mar 1, 2025 | 1,891,375 |
| PSU – 3-yr Relative TSR | 1/15/2024 | 17,680 | 35,360 | Percentile vs S&P 500; 55th pct = 100%; cap at 100% if absolute TSR < 0; eligible Mar 1, 2027 | 2,538,671 |
2024 CEO SMART PSU outcome: total score 70.5 points → 50% payout; Mandy Yang received 8,580 PSUs paid on Mar 1, 2025 .
Historical Notables
- 2023 grants: 8,580 RSUs; 8,580 CEO SMART PSUs (target); 8,840 TSR PSUs (target); RSUs vest 1/3 on Mar 1, 2024/25/26 .
- Feb 15, 2022 promotion grant: 40,000 RSUs vesting over 4 years (25% on Mar 1, 2023; then quarterly 1/16 thereafter) .
Annual/Quarterly Bonus Metrics (2024)
- Company SMART balanced scorecard across 10 categories (Revenue Growth, PBT, New Products, Innovation, Operations/IT, Quality, EODB, HR, Marketing, ESG). Funding Factor based on non-GAAP PBB vs targets (1.0 at target; linear 0–1.5). Individual performance scored to 120 (incl. stretch) .
Equity Ownership & Alignment
Beneficial ownership
| Holder | Shares Beneficially Owned | % of Outstanding | “As of” Date |
|---|---|---|---|
| Mandy Yang | 66,093 | <1% | March 19, 2024 |
- Stock ownership guidelines: CFO required to hold 2× base salary; as of Dec 31, 2024, Ms. Yang had achieved her required ownership level .
- Hedging and pledging prohibited; exceptions granted to two others (Rodgers margin account; Kothandaraman credit line), not to Ms. Yang .
Vested vs unvested awards (as of Dec 31, 2024)
| Category | Detail | Count / Value |
|---|---|---|
| Unvested RSUs | 5,720 (3-year schedule from 2023 grants) | 5,720 |
| Unvested RSUs | 17,160 (1/3 vests Mar 1, 2025/26/27) | 17,160 |
| Unvested RSUs | 12,500 (2019/2022 cycle; four-year schedule) | 12,500 |
| Unearned PSUs (TSR, 2023–2025) | 8,840 target shares; eligible Mar 1, 2026 | 8,840 |
| Unearned PSUs (CEO SMART, 2024) | 17,160 target at 12/31/24; 50% vested Mar 1, 2025 | 17,160 (pre-payout) |
| Unearned PSUs (TSR, 2024–2026) | 17,680 target shares; eligible Mar 1, 2027 | 17,680 |
Note: Market values at 12/31/24 used $68.68 per share for table calculations within the proxy; values above reflect share counts, not dollar conversion .
Employment Terms
| Term | Mandy Yang (Tier III) |
|---|---|
| Employment status | At-will; CFO since Feb 15, 2022; EVP since Jan 2024 . |
| Base salary and bonus target | $367,500 base (2024); 75% bonus target . |
| Severance (No CIC) | 6 months base salary + pro‑rata target bonus; 6 months COBRA; generally no equity acceleration . |
| Severance (CIC + Qualifying termination) | 9 months base + pro‑rata target bonus; 9 months COBRA; 100% acceleration of unvested equity (double-trigger) . |
| Exercise window for vested options | Up to earlier of one year post-termination or original expiry (if applicable) . |
| 280G cutback | Best‑net approach (no excise tax gross‑up) . |
| Clawback | SEC/Nasdaq-compliant clawback (effective Oct 2, 2023) plus program-level recoupment for misconduct/erroneous results . |
| Hedging/pledging | Prohibited, with limited pre‑approved exceptions; none disclosed for Ms. Yang . |
| 10b5‑1 plans | Permitted under separate policy . |
Compensation Structure Analysis
- Mix shifts and risk: 67% of equity is performance-based (PSUs) in 2024; long-term TSR PSUs added starting 2023; time-based RSUs extended to 3 years from 2 years—reduces short-term windfalls, increases retention linkage .
- Cash pay restraint: 2024 base salaries and bonus targets unchanged; aggregate bonus payments de minimis (5.9% of target for CFO) given tough funding thresholds and goal outcomes—strong pay-for-performance fidelity .
- Governance protections: double-trigger CIC vesting, no tax gross-ups, robust clawback, no perquisites or executive pension/SERP—shareholder-friendly constructs .
Say‑on‑Pay, Peer Group, and Shareholder Feedback
- Say‑on‑pay support: 74.7% approval at 2024 annual meeting; program refinements in 2023–2024 included TSR PSUs and longer RSU vesting .
- Peer group (2024): ADT, Alarm.com, First Solar, Generac, Monolithic Power Systems, Qorvo, Resideo, SolarEdge, SunPower, Sunrun, Sunnova, Teradyne, Wolfspeed; selection centered on semis/electrical/solar/home management with $8–75B market caps and $0.5–4.2B revenues .
- Prior shareholder feedback: 2022 say-on-pay failed (47.4% support)—catalyzed program redesign (e.g., relative TSR PSUs) .
Risk Indicators & Red Flags
- Section 16: Company disclosed Ms. Yang’s two late Form 4s in 2022; no repeat issues reported for 2024; no related party transactions involving Ms. Yang disclosed .
- Pledging/hedging: Policy prohibits both; no exception noted for Ms. Yang—low alignment risk .
- Legal/Investigations: None disclosed for Ms. Yang .
Performance & Track Record (Finance Levers)
- 2024 outcomes amid downturn: revenues $1,330.4M; GAAP net income $102.7M; non‑GAAP net income $321.0M; non‑GAAP GM 48.9%; free cash flow $480.1M; buybacks $391.4M; net working capital and liquidity remained strong—indicative of disciplined cost/working capital management under CFO leadership .
- SMART goals scoring highlights: strong PBT/GM achievement (e.g., GM with IRA 48.9% vs 47.6% target scored 10/10) offset by revenue shortfall; overall Annual CEO SMART score 70.5 (50% PSU payout) .
Equity Ownership & Vesting Schedules (Selling Pressure Indicators)
| Upcoming Vesting/Credit | Dates | Notes |
|---|---|---|
| RSUs from 2024 grant (17,160) | Mar 1, 2025/2026/2027 | 1/3 each year; regular cadence could create periodic liquidity . |
| PSUs (CEO SMART 2024) | Vested 50% on Mar 1, 2025 | 8,580 shares delivered; no additional from this tranche unless carryover not applicable . |
| PSUs (TSR 2023–2025) | Eligible Mar 1, 2026 | 0–200% payout; target 8,840 shares . |
| PSUs (TSR 2024–2026) | Eligible Mar 1, 2027 | 0–200% payout; target 17,680 shares; cap 100% if absolute TSR negative . |
No pledging disclosed for Ms. Yang; ownership guidelines met, reducing structural selling/pledging risk .
Director/Committee and Consultant Context (Comp Committee)
- Compensation Committee: Independent directors (Rodgers – Chair; Mora) oversee exec comp; retains Compensia as independent consultant; regular program evaluations .
Investment Implications
- Pay-for-performance alignment: 2024 cash bonuses paid well below target reflect rigorous quarterly funding and SMART goals; equity tilted to PSUs with multi-year TSR introduces externally-referenceable hurdle—supports investor alignment and mitigates windfall risk .
- Retention vs. pressure: Multi-year vesting (RSUs and TSR PSUs) creates staggered retention hooks through 2027; CFO has already met ownership guidelines and is not permitted to hedge/pledge, lowering forced-sale risk; periodic Mar 1 vestings represent predictable supply but not a red flag given policy constraints .
- Change-in-control dynamics: Double-trigger with 100% equity acceleration for Tier III under CIC termination can meaningfully increase exit incentives in a transaction scenario; no tax gross-ups and best-net 280G cutback are governance positives .
- Execution risk: 2024 revenue compression and channel inventory correction underscore cyclical exposure; however, gross margin resilience and FCF generation highlight disciplined financial management—key under Ms. Yang’s remit .