Danny Abajian
SunrunAbout Danny Abajian
Sunrun’s Chief Financial Officer since May 2022, Danny Abajian is 41 and holds a B.S. in finance and international business from NYU Stern; he previously held leadership roles in Sunrun’s Project Finance organization and worked in investment banking at Barclays Capital and BNP Paribas . In 2024, Sunrun’s annual bonus plan paid out at 114.6% of target, reflecting achievement against operational and value-creation metrics; the company also emphasized “multiple quarters of sustainable Cash Generation,” aligning executive incentives with investor priorities . His 2024 equity mix increased performance leverage via PSUs tied to Relative TSR (3-year) and multi-quarter Cash Generation (through 12/31/2025), reinforcing pay-for-performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sunrun | Senior VP, Project Finance; VP; Senior Director; Director | 2010–2022 | Not disclosed |
| Barclays Capital | Investment Banking Associate | 2005–2010 | Not disclosed |
| BNP Paribas | Investment Banking Analyst/Associate | 2005–2010 | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed for Mr. Abajian |
Fixed Compensation
- Employment terms: At-will employment agreement dated April 28, 2022; eligible for annual target incentive equal to 75% of base salary and participation in the Severance Plan .
- 2024 salary and target bonus: Base salary $480,000; target bonus 85% of salary ($408,000); actual bonus paid for 2024 performance: $467,568 (114.6% of target) .
| Fixed Pay (USD) | 2024 |
|---|---|
| Base Salary | $480,000 |
| Target Bonus (% of Salary) | 85% ($408,000) |
| Actual Bonus Paid (AIP) | $467,568 (114.6% of target) |
Performance Compensation
Multi-year compensation (NEO disclosure)
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $392,462 | $471,346 | $480,000 |
| Bonus | $390,000 | $— | $— |
| Option Awards (Grant-date fair value) | $1,725,386 | $— | $— |
| Stock Awards (Grant-date fair value) | $3,526,985 | $6,551,384 | $4,861,187 |
| Non-Equity Incentive Comp (AIP) | $206,854 | $367,200 | $467,568 |
| All Other Compensation | $10,675 | $11,550 | $13,053 |
| Total | $6,252,362 | $7,401,480 | $5,821,808 |
Annual Incentive Plan (AIP) design and 2024 outcome
- 2024 AIP metrics: Adjusted Net Subscriber Value, Solar Energy Capacity Installed, Storage Capacity Installed, New Customer Net Promoter Score, and Safety (DART rate); payouts structured with threshold/target/maximum goals; overall 2024 AIP funded at 114.6% with no individual discretion applied for NEOs .
- 2025 AIP enhancement: Cash Generation “circuit breaker” added—no payout on the Adjusted NSV component (60% of target opportunity) unless a minimum Cash Generation threshold is met .
| AIP Component | Metric | Weighting | Target | Actual/Result | Payout |
|---|---|---|---|---|---|
| 2024 Annual Bonus | Basket of 5 metrics (see above) | Not disclosed | Not disclosed | Company payout factor 114.6% | 114.6% of target → $467,568 |
2024 long-term equity awards (granted in 2024)
| Award Type | Grant Date | Target Shares | Metric | Performance Period | Payout Curve |
|---|---|---|---|---|---|
| Relative TSR PSUs | 5/29/2024 | 91,020 | TSR vs. peer group | 1/1/2024–12/31/2026 | 25th/50th/75th percentile → 50%/100%/200% |
| Cash Generation PSUs | 5/29/2024 | 91,019 | Company Cash Generation | 4/1/2024–12/31/2025 | $350MM/$500MM/$700MM → 50%/100%/200% |
| Time-based RSUs | 4/10/2024 | 144,477 | Service | 4-year vest; 25% on 1st anniversary, then quarterly | Time-based only |
Vesting detail examples:
- 2024 RSUs: 25% vests on April 6, 2025; remainder vests in equal quarterly installments thereafter, subject to continued service .
- 2023 RSUs: 25% vested on April 6, 2024; remainder quarterly thereafter .
Equity Ownership & Alignment
- Beneficial ownership as of March 1, 2025: 356,308 shares (<1% of outstanding) comprising 4,019 shares held directly; 155,959 shares in a family trust; 146,713 options exercisable within 60 days; and 49,617 RSUs vesting within 60 days .
- Executive stock ownership guidelines (SOGs): CFOs must hold the lesser of 3x salary or a fixed-share equivalent; all executive officers were in compliance as of year-end 2024 .
- Hedging/pledging: Company policy prohibits hedging and pledging by executives, directors, employees, and consultants (reduces alignment and collateral risk) .
| Ownership Detail (as of 3/1/2025) | Amount |
|---|---|
| Total Beneficial Ownership | 356,308 shares; <1% of outstanding |
| Directly Held | 4,019 shares |
| Held via Trust | 155,959 shares |
| Options Exercisable ≤60 days | 146,713 shares |
| RSUs Vesting ≤60 days | 49,617 shares |
| Hedging/Pledging | Prohibited by policy |
| Ownership Guidelines | 3x salary (lesser of value or fixed-share equivalent); in compliance at YE 2024 |
Selected outstanding awards (12/31/2024 snapshot):
- Options (exercisable/unexercisable, strike, expiry): e.g., 12,736/1,158 @ $43.51 exp 6/7/2031; 8,459/4,231 @ $28.80 exp 4/6/2032; 57,941/34,766 @ $25.84 exp 6/10/2032; several fully vested earlier grants (2018–2020) .
- Unvested RSUs and PSUs include 144,477 (2024 RSUs), 85,372 (2023 RSUs), 23,987 (2022 RSUs), 10,554 (2022 RSUs); PSUs outstanding include 182,040 and 182,038 share targets for 2024 TSR/Cash Generation PSU grants; SVA and TVG PSU tranches outstanding per table .
Employment Terms
- Employment agreement: At-will (4/28/2022); target bonus 75% of salary; participates in the Severance Plan .
- Severance outside change-in-control (CIC): 6 months’ base salary and COBRA; pro‑rata bonus (2‑year average or target); 50% acceleration of unvested equity (performance awards assumed at 100% target for the accelerated portion; SVA PSUs forfeited if before performance end; PSUs granted on/after 5/29/2024 prorated and based on actuals at performance end) .
- CIC severance (double-trigger: termination without cause/for good reason within 3 months before or 12 months after a CIC): 12 months’ salary; 100% target bonus; 12 months COBRA; 100% acceleration of unvested equity (performance awards at 100% target; SVA PSUs bespoke treatment) .
- Estimated payout table (12/31/2024 price $9.25): Outside CIC total $3,772,861; In connection with CIC total $7,379,667 (includes equity acceleration assumptions per plan) .
| Scenario (12/31/2024) | Cash Severance | COBRA | Equity Acceleration | Total |
|---|---|---|---|---|
| Termination w/o Cause or Good Reason | $527,027 | $14,383 | $3,231,451 | $3,772,861 |
| Same + in Connection with CIC | $888,000 | $28,766 | $6,462,901 | $7,379,667 |
Governance protections:
- Robust clawback (amended April 2025) covers incentive comp, including time-based equity, for financial restatements and material operational results errors tied to misconduct; SOX 304 also applies to CEO/CFO .
- No tax gross-ups provided to NEOs for Sections 280G/4999/409A; Compensation Committee uses Meridian as independent advisor; pay decisions reference ~50th percentile of peer group .
Compensation Structure Analysis
- Mix and trajectory: For 2024, stock awards were $4.86M (down from $6.55M in 2023), AIP rose to $467.6k (from $367.2k), total compensation decreased to $5.82M (from $7.40M in 2023), indicating lower equity grant value year-over-year alongside stronger cash payout on company performance .
- Shift toward performance-based equity: 2024 grants split between Relative TSR PSUs (3-year) and Cash Generation PSUs (through 12/31/2025), aligning with feedback to emphasize Cash Generation and long-term stock performance; performance periods move to ≥3 years beginning 2025 .
- Policy enhancements after low 2024 say-on-pay (43.1% support): added bonus “circuit breaker” tied to Cash Generation, increased PSU use (>50% of equity), prohibited one-time NEO awards through FY26 PSU period, strengthened plan terms (no repricing, no evergreen, no liberal recycling) .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: 43.1% (low); Board and management conducted expanded outreach and implemented structural changes to metrics, PSU design, and disclosures responsive to investor feedback .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (reduces misalignment/forced selling risk) .
- Clawback broadened (financial and operational restatements); no tax gross-ups (shareholder-friendly) .
- Double-trigger CIC benefits with full equity acceleration at target levels for performance awards (potentially generous but common in market) .
Expertise & Qualifications
- Core credentials: CFO since May 2022; decade-plus of Sunrun project finance leadership; prior investment banking roles; NYU Stern finance/international business degree .
Equity Grants and Options Detail (select items)
| Instrument | Status | Key Terms |
|---|---|---|
| Options (2018–2022) | Several fully vested; others partially vested | Examples: 12,736/1,158 @ $43.51 exp 6/7/2031; 8,459/4,231 @ $28.80 exp 4/6/2032; 57,941/34,766 @ $25.84 exp 6/10/2032 |
| RSUs (2022–2024) | Unvested balances outstanding | 2024 RSUs 144,477; 2023 RSUs 85,372; 2022 RSUs 23,987 and 10,554; standard 4-year schedules |
| PSUs (2024) | Unvested performance awards | Relative TSR PSUs target 182,040 total (two tranches of 91,020); Cash Generation PSUs target 182,038 total (two tranches of 91,019); payout curves disclosed |
Investment Implications
- Alignment and performance leverage: High proportion of at‑risk equity with dual‑metric PSUs (TSR and Cash Generation) plus a 2025 bonus circuit breaker directly ties pay to shareholder‑relevant outcomes; 2024 AIP paid at 114.6%, evidencing a link to operational execution .
- Retention and potential selling pressure: RSUs vesting on April 6 annually (then quarterly) and PSUs with determinations through 12/31/2025 (Cash Generation) and 12/31/2026 (TSR) create multi‑year vesting events; however, hedging/pledging prohibitions and ownership guidelines mitigate misalignment and forced selling .
- Downside and deal protection: Double‑trigger CIC with full equity acceleration at target and cash severance provides retention but can be dilutive in a transaction; estimated CIC package totaled ~$7.38M at 12/31/2024 price assumptions .
- Governance responsiveness: After low 2024 say‑on‑pay, the Committee adopted investor‑driven changes (more PSUs, Cash Generation priority, stronger plan terms), improving perceived pay‑for‑performance integrity—a positive for sentiment and risk‑adjusted execution .