Alan Ferber
SunrunAbout Alan Ferber
Alan Ferber, age 57 as of April 15, 2025, has served on Sunrun’s Board since February 2018 and is the company’s Lead Independent Director. He holds a B.A. in economics from the University of Michigan and an MBA (finance/marketing) from Northwestern University’s Kellogg School; he also earned a Compensation Committee corporate governance certification from Harvard Business School. His operating background spans CEO of Jackson Hewitt (2017–2020), President–Residential and senior roles at ADT (2013–2016), and multiple executive posts at US Cellular (2001–2012), bringing deep consumer and operations expertise to Sunrun’s board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jackson Hewitt Tax Services | Chief Executive Officer | Jan 2017–Jul 2020 | Led consumer services business; continues as board member (see External Roles) |
| ADT | President – Residential; previously SVP & Chief Customer Officer | 2013–2016 (President – Residential) | Large-scale consumer operations and customer experience leadership |
| US Cellular | Executive leadership roles incl. EVP & COO; Chief Strategy & Brand Officer | 2001–2012 | Telecom operations, strategy, brand leadership |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| General Atlantic | Advisor | Jan 2023 | Growth investing firm; advisory role |
| Jackson Hewitt Tax Services | Director | N/A (ongoing) | Continues to serve on board |
| Flint Group (home services) | Director | Aug 2023 | Board member |
Board Governance
- Status and leadership: Independent director (Nasdaq standards) and Lead Independent Director; Sunrun’s Co-Executive Chairs are not independent, so Ferber serves as LID per Corporate Governance Guidelines. As LID, he reviews agendas, presides in Chairs’ absence, leads executive sessions of independent directors, and engages with major stockholders upon request.
- Board structure: 8 directors; 5 independent; declassification approved in 2023 to move to annual elections beginning in 2026.
- Attendance and meetings (FY2024): Board met 9 times; each director attended at least 75% of Board and applicable committee meetings; all then-serving directors attended the 2024 annual meeting.
- Committees (all independent):
- Compensation Committee: Member (Chair: Katherine August‑deWilde); 8 meetings in 2024; uses independent consultant (Meridian). No interlocks reported.
- Nominating, Governance, and Sustainability (NGS) Committee: Member (Chair: Leslie Dach); 3 meetings in 2024; oversees board composition, evaluations, sustainability oversight.
- Audit Committee: Ferber is not a member (members: John Trinta (Chair), Leslie Dach, Sonita Lontoh).
Fixed Compensation
Director pay program (2024 policy):
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $70,000 | Paid quarterly; new directors pro rata |
| Lead Independent Director retainer (cash) | $35,000 | Paid to LID in addition to Board retainer |
| Committee member fee – Audit | $12,500 | Non‑chair member |
| Committee member fee – Compensation | $9,000 | Non‑chair member |
| Committee member fee – NGS | $9,000 | Non‑chair member |
| Committee chair fees (for reference) | Audit $25,000; Comp $20,000; NGS $17,000 | If applicable |
| Per‑meeting fee | $1,000 per meeting beyond six per year | Not aggregated across Board/committees |
| Annual equity (RSUs) | $180,000 target value | Granted on first trading day after Jan 1; 100% vests Jan 1 of following year |
Alan Ferber – 2024 actual director compensation:
| Metric | 2024 | Source |
|---|---|---|
| Fees earned or paid in cash | $111,819 | |
| Stock awards (grant-date fair value under ASC 718) | $231,963 | |
| Total | $343,782 | |
| RSUs outstanding at 12/31/2024 (vested 1/1/2025) | 11,920 |
Additional program features:
- 2024 RSU grants were made Jan 2, 2024; while the target director equity value is $180,000, the reported grant-date fair value reflects ASC 718 accounting; proxy notes “the grant date fair value of the stock awards on the date of grant was $19.46.”
- Director compensation limit: Aggregate annual cash + equity for any non‑employee director capped at $1,000,000.
- No dividends/dividend equivalents on unvested awards.
Performance Compensation
| Performance-linked components for Directors | Status |
|---|---|
| Performance awards, perquisites, special benefits | None; director pay emphasizes fixed-value RSUs with one‑year vesting; no performance awards or perqs |
Other Directorships & Interlocks
| Company | Role | Committee/Interlocks | Notes |
|---|---|---|---|
| Jackson Hewitt Tax Services | Director | Compensation interlocks: None reported | Continues as board member |
| Flint Group | Director | N/A | Since Aug 2023 |
| General Atlantic | Advisor | N/A | Since Jan 2023 |
- Compensation Committee interlocks: None; no Sunrun executive served on another company’s board/comp committee with any Sunrun comp committee member.
- Related party transactions: None reported since the beginning of the last fiscal year meeting the $120,000 threshold.
Expertise & Qualifications
- Consumer-facing operations and customer leadership experience across home services, telecom, and tax services (ADT, US Cellular, Jackson Hewitt).
- Lead Independent Director responsibilities demonstrate governance leadership and stockholder engagement interface.
- Education: BA Economics (University of Michigan); MBA Finance/Marketing (Kellogg, Northwestern); Compensation Committee governance certification (Harvard Business School).
- Independent under Nasdaq; serves on key board committees (Compensation; NGS).
Equity Ownership
| Measure | Detail |
|---|---|
| Shares beneficially owned (Mar 1, 2025) | 58,517 shares total: 48,517 held directly; 10,000 held by Brenda A. Ferber Trust |
| Ownership % of outstanding | Less than 1% (out of 226,213,579 shares) |
| RSUs outstanding at 12/31/2024 | 11,920 RSUs (fully vested Jan 1, 2025) |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy (no margin, borrowing against, or pledging; hedging prohibited) |
| Director Stock Ownership Guidelines | Expected to hold the lesser of 5x annual cash retainer or a fixed number of shares equal to 5x retainer (as measured on July 29, 2021); only certain unvested time-based RSUs or qualifying equity count toward SOGs |
Governance Assessment
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Strengths
- Lead Independent Director role enhances independent oversight (agenda input, executive sessions, stockholder engagement conduit).
- Independent director; serves on Compensation and NGS Committees; committees are fully independent.
- Robust director pay governance: clear cash/equity policy, $1M annual cap, no dividends on unvested awards, anti‑repricing, and strong clawback/transferability limits in equity plan.
- Alignment safeguards: strict insider trading policy bans hedging and pledging; stock ownership guidelines for directors.
- Attendance: Board met 9 times in 2024; each director met ≥75% attendance; full attendance at 2024 annual meeting.
- Board improvements: declassification to annual elections starting 2026; ongoing director evaluations and continuing education.
-
Watch items
- Say‑on‑pay support was low in 2024 (43.1% “for”); as a Compensation Committee member and LID, Ferber was part of the response (expanded engagement and program changes, e.g., multi‑year performance periods, no special one‑time awards for NEOs through 2026). Continued monitoring of investor feedback is warranted.
- External roles (e.g., advisor to General Atlantic; boards of Jackson Hewitt and Flint Group) create broad networks; no related‑party transactions disclosed, but investors may monitor for potential perceived conflicts if counterparties overlap with Sunrun in the future.
-
Committee process and independence
- Compensation Committee met 8 times in 2024; retained Meridian as independent advisor; no interlocks or insider participation.
-
Related party transactions
- None reported with directors or immediate families since the beginning of the last fiscal year (>$120,000 threshold).