Edward Fenster
SunrunAbout Edward Fenster
Edward Fenster (age 48 as of April 15, 2025) is Sunrun’s Co-Executive Chair, co-founder, long-tenured director since 2007, and a significant stockholder. He previously served as CEO (2008–2012), Co-CEO (2012–2014), and was appointed Executive Chairman in March 2014; he holds a B.A. in Economics from Johns Hopkins and an MBA from Stanford GSB .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunrun | CEO | Jun 2008 – Oct 2012 | Executive leadership of company formation and scaling |
| Sunrun | Co-CEO | Oct 2012 – Mar 2014 | Co-led executive management |
| Sunrun | Executive Chairman → Co-Executive Chair | Appointed Mar 2014 → current | Board leadership; key interface with management; participates in CEO performance evaluation |
| Asurion, LLC | Director of Corporate Development | May 2003 – Jun 2005 | Corporate development for a leading device protection provider |
| The Blackstone Group | Investment professional | Jul 1999 – May 2003 | Private equity experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | No other public company directorships disclosed in 2025 proxy | — | — |
Board Governance
- Role and independence: Fenster is a management-affiliated director serving as Co-Executive Chair; he is not classified as independent. Independent directors identified by the Board are Ferber, August‑deWilde, Dach, Lontoh, and Trinta .
- Committees: Sunrun’s Audit, Compensation, and Nominating, Governance & Sustainability (NG&S) Committees are composed entirely of independent directors; Fenster is not listed as a member of any standing committee .
- Board leadership/oversight: As Co-Executive Chair, Fenster leads regular Board meetings and serves as a key interface between management and the Board; the Lead Independent Director (Alan Ferber) presides over executive sessions of independent directors and provides counterbalance to management .
- Attendance: In 2024, the Board met 9 times; each director attended at least 75% of meetings of the Board and applicable committees. Audit Committee met 5 times in 2024 .
- Tenure: Director since 2007 (Class II; term through 2026 as of the 2025 proxy) .
Fixed Compensation
| Year | Role | Salary ($) | Bonus ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | Co-Executive Chair (employee director) | 275,000 | — | — | 275,000 |
- Employment terms: Amended and Restated Employment Agreement dated Feb 22, 2023; transitioned to part-time effective Mar 1, 2023; at‑will; annual base salary $275,000 .
Performance Compensation
| Award Type | Shares/Units | Vesting/Terms | Notes |
|---|---|---|---|
| RSUs | 1,463 | Fully vested Mar 6, 2025 | Outstanding as of Dec 31, 2024 |
| RSUs | 15,918 | Fully vests Mar 6, 2026 | Outstanding as of Dec 31, 2024 |
| PSUs | 10,975 | Fully vests Mar 1, 2026 | Performance criteria not detailed for this grant in proxy |
| Stock Options | 1,028,859 | Time-based; 2,537 options vested Mar 6, 2025; 23,060 vest Mar 6, 2026 | Strike/expiry not disclosed in proxy |
- Company-wide performance program context (NEO-focused): 2025 equity design emphasizes multi‑year performance with metrics to incentivize sustained cash generation and stock price appreciation; increase performance-based equity to >50% of annual equity for executives; also introduced a cash generation “circuit breaker” in annual bonus. These are program-wide disclosures, not specific metrics for Fenster’s grants .
Other Directorships & Interlocks
| Company | Capacity | Committee Roles | Notes |
|---|---|---|---|
| — | None disclosed (public) | — | No interlocks identified in proxy |
Expertise & Qualifications
- Co-founder and one of Sunrun’s largest stockholders; deep company/investor perspective .
- Prior private equity (Blackstone) and corporate development (Asurion) experience .
- Education: B.A. Economics, Johns Hopkins; MBA, Stanford GSB .
Equity Ownership
| Category | Shares/Units | % of Outstanding |
|---|---|---|
| Common stock held of record | 1,340,801 | — |
| Options exercisable within 60 days (as of Mar 1, 2025) | 1,037,545 | — |
| RSUs vesting within 60 days (as of Mar 1, 2025) | 4,646 | — |
| Total beneficial ownership | 2,382,992 | 1.05% |
| Shares outstanding reference (as of Mar 1, 2025) | 226,213,579 | — |
- Hedging/pledging: Company policy prohibits hedging and pledging by directors and officers, mitigating alignment risks from collateralization or derivative positions .
- Related-party: No related-party transactions meeting SEC thresholds since the beginning of the last fiscal year .
Insider Trades (Form 4 highlights)
| Transaction Date | Type | Shares | Price ($) | Post-Transaction Holdings | Source (SEC) |
|---|---|---|---|---|---|
| 2025-03-03 | Open-market Purchase | 150,000 | 6.804 | 1,358,182 | https://www.sec.gov/Archives/edgar/data/1469367/000146936725000041/0001469367-25-000041-index.htm |
| 2025-05-12 | Open-market Purchase | 50,000 | 10.87 | 1,408,182 | https://www.sec.gov/Archives/edgar/data/1469367/000146936725000109/0001469367-25-000109-index.htm |
Note: Transactions and positions reflect SEC Form 4 filings; holdings shown are as reported after each transaction (per Form 4) and may differ from beneficial ownership presentation dates in the proxy.
Governance Assessment
- Positives:
- Significant ownership (2.38M shares; 1.05%) aligns interests; continued equity exposure via options/RSUs/PSUs .
- 2025 open-market insider purchases (200,000 shares combined) signal confidence at depressed prices .
- Hedging and pledging prohibitions reduce misalignment risk; no related-party transactions disclosed .
- Independent committee structure with a strong Lead Independent Director oversight role; full Board and committee attendance thresholds met in 2024 .
- Risks/Red Flags to monitor:
- Not independent; dual Co‑Executive Chair structure concentrates influence with founders, requiring reliance on Lead Independent Director and independent committees for balance .
- 2024 Say‑on‑Pay received 43.1% support; although the Board committed to redesigns (e.g., multi‑year performance equity, cash generation emphasis), sustained investor scrutiny on pay governance is likely .
- Option holdings are sizable; disclosure lacks strike/expiry detail in proxy, limiting external assessment of in‑the‑money exposure and potential exercise dynamics .
Notes on Committee Assignments and Attendance
- Fenster holds no committee roles; Audit (Chair: Trinta), Compensation, and NG&S are independent-only committees .
- Board met 9 times in 2024; each director, including Fenster, attended at least 75% of Board and committee meetings applicable to them .
Employment & Contracts (for governance context)
- Amended and Restated Employment Agreement (Feb 22, 2023) formalized transition to part‑time status effective Mar 1, 2023; at‑will; base salary $275,000 .
- As an employee director in 2024, Fenster did not receive additional director compensation beyond salary; non‑employee director pay policy (cash retainers/RSUs) does not apply to him .