Jeanna Steele
SunrunAbout Jeanna Steele
Jeanna Steele, age 50, is Sunrun’s Chief Legal Officer (since May 2018) and Chief People Officer (since December 2021), overseeing legal affairs, people strategy, health & safety, and sustainability; she joined Sunrun in 2015 after practicing at Wilson Sonsini Goodrich & Rosati. She holds a B.A. in English from McGill University and a J.D. from the University of San Francisco . Company performance context in 2024 included Net Income (loss) of $(2.846) billion largely due to a $3.1 billion non‑cash goodwill impairment, and annual Cash Generation of $(58) million; the SEC “Pay Versus Performance” table shows a $100 investment in Sunrun at $67 by year-end 2024, illustrating shareholder returns over the period shown . Sunrun highlighted operational milestones such as 1,000,000+ customers, $17.8B Gross Earning Assets, and $6.8B Net Earning Assets in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Sunrun | Head of Litigation | 2015–2018 | Led litigation function during scale-up |
| Sunrun | Chief Legal Officer | 2018–present | Executive leadership of legal, governance, compliance |
| Sunrun | Chief People Officer | 2021–present | People strategy, operations, development, H&S, sustainability |
| Wilson Sonsini Goodrich & Rosati | Attorney | — | Corporate/technology legal experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Giffords Law Center to Prevent Gun Violence | Board Director | Since Dec 2016 | Non-profit board service |
| California Pay Equity Task Force | Member (former) | — | Public policy engagement |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $430,000 | $446,154 | $468,852 |
| Target Bonus % of Salary | 75% (disclosed policy) | 75% (employment letter) | 75% |
| Target Bonus ($) | $322,500 (75% of 2022 salary) | $334,615 (75% of 2023 salary) | $356,250 |
| Actual AIP Payout ($) | $345,527 | $303,750 | $408,263 |
| All Other Compensation ($) | $10,675 | $11,550 | $13,353 |
Summary Compensation (cash+equity detail):
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $430,000 | $446,154 | $468,852 |
| Bonus ($) | $0 | $0 | $0 |
| Option Awards ($) | $999,914 | $0 | $0 |
| Stock Awards ($) | $1,812,458 | $3,930,823 | $2,916,684 |
| Non-Equity Incentive ($) | $345,527 | $303,750 | $408,262 |
| Total ($) | $3,598,574 | $4,692,277 | $3,807,151 |
Performance Compensation
Annual Bonus (AIP) structure and outcome:
- 2024 metrics: Adjusted Net Subscriber Value, Solar Energy Capacity Installed, Storage Capacity Installed, New Customer Net Promoter Score, Safety DART rate; overall payout achieved 114.6% with no discretionary adjustments .
- 2025 change: “circuit breaker” – no payout on Adjusted NSV (60% of opportunity) unless minimum Cash Generation threshold is met .
PSU awards and performance terms:
| PSU Type | Performance Period | Target Definition | Threshold | Target | Max | Vesting Mechanics |
|---|---|---|---|---|---|---|
| Relative TSR PSUs | 1/1/2024–12/31/2026 | TSR percentile vs peer group | 25th pct = 50% | 50th pct = 100% | 75th pct = 200% | Vests post certification; payout linearly between levels |
| Cash Generation PSUs | 4/1/2024–12/31/2025 | Company Cash Generation | $350MM = 50% | $500MM = 100% | $700MM = 200% | Vests post certification; payout linearly; proration on termination |
2024 equity grants to Steele:
| Award | Grant Date | Shares/Target | Grant Date Fair Value ($) |
|---|---|---|---|
| RSUs | 4/10/2024 | 86,686 | $1,065,371 |
| Relative TSR PSUs | 5/29/2024 | 54,611 target (27,306 thr; 109,222 max) | $1,121,164 |
| Cash Generation PSUs | 5/29/2024 | 54,611 target (27,306 thr; 109,222 max) | $730,149 |
Vesting schedules:
- RSUs: 25% vest on first anniversary, remainder in equal quarterly installments thereafter, subject to continued service .
- PSUs: vest after Committee certification of performance; Relative TSR measured through 12/31/2026; Cash Generation through 12/31/2025 .
Option/stock vesting and exercises (2024):
| Metric | 2024 |
|---|---|
| Options exercised (# / $) | 22,004 shares; $206,618 value realized |
| RSUs/PSUs vested (# / $) | 70,715 shares; $905,859 value realized |
Equity Ownership & Alignment
Ownership, alignment, and restrictions:
- Beneficial ownership: 322,671 shares (<1% of outstanding), including 151,970 direct, 139,513 options exercisable within 60 days, and 31,188 RSUs vesting within 60 days (company outstanding shares 226,213,579 as of 3/1/2025) .
- Executive Stock Ownership Guidelines: 3× base salary for non‑CEO executives; all executives were in compliance as of end‑2024 .
- Hedging and pledging: expressly prohibited for executives, directors, employees, and consultants (no margin purchases or pledging) .
Outstanding awards snapshot (selected):
| Award Type | Key Outstanding Items (Dec 31, 2024) |
|---|---|
| Options | Multiple legacy grants; many fully vested; examples: 3/4/2021, 40,583 exercisable + 18,448 unexercisable at $27.92; various earlier options fully vested |
| RSUs | 51,224 (4/10/2023) and 86,686 (4/10/2024) unvested RSUs |
| PSUs | SVA PSUs (8/29/2023), 32,216 unearned; Relative TSR PSUs 109,222 (5/29/2024); Cash Generation PSUs 109,222 (5/29/2024) |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Executive employment letter dated Nov 30, 2021; at‑will; target bonus 75% of base salary; initial RSU and option awards in 2021 with standard vesting schedules |
| Severance (non‑CIC) | 6 months base salary and COBRA; pro‑rata bonus based on average of prior two years; 50% acceleration of unvested equity (performance awards assumed at 50% of target), SVA PSUs bespoke treatment; PSUs granted on/after 5/29/2024 prorated based on days and actual performance |
| Severance (CIC double‑trigger) | 12 months base salary and COBRA; 100% target annual bonus; 100% acceleration of unvested equity (performance awards assumed at 100% of target), SVA PSUs bespoke; 12‑month post‑termination option exercise period |
| Estimated payouts (Dec 31, 2024) | Non‑CIC: Total $2,474,155 (cash $562,139; accelerated vesting $1,912,017; Steele did not elect company health coverage in 2024) ; CIC: Total $4,655,283 (cash $831,250; accelerated vesting $3,824,033) |
| Clawback | Amended April 2025; recoupment applies to incentive compensation (including time‑based equity) upon accounting restatement or material operational results error tied to misconduct |
| Ownership/insider policy | Hedging and pledging prohibited; insider trading policy on file; communications to Board routed via Chief Legal Officer |
| Tax gross‑ups | None provided on parachute or deferred compensation; “No Tax Gross‑ups” policy |
| Equity plan governance | 2015 Plan amended (2025): no evergreen; prohibits repricing; no liberal share recycling; no dividends on unvested awards; director compensation cap; change‑in‑control provisions require assumption or substitution or else full vesting per plan terms |
Compensation Structure Analysis
- Higher proportion of performance‑based equity: In 2024 the company emphasized PSUs (Relative TSR and Cash Generation) and maintained time‑based RSUs; 2025 commits ≥3‑year performance periods for PSUs and adds Cash Generation AIP “circuit breaker,” reflecting stronger pay‑for‑performance alignment .
- Say‑on‑pay feedback: 2024 say‑on‑pay received 43.1% support; board instituted program changes (more performance equity, cash generation focus, governance enhancements, clawback expansion) .
- No one‑time awards to NEOs during SVA PSU period through FY2026 (except for new hires/promotions) .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (alignment positive) .
- Say‑on‑pay risk: 43.1% support indicates shareholder scrutiny of compensation; changes implemented for 2025 mitigate risk .
- Large PSU tranches outstanding: Cash Generation PSUs (to 12/31/2025) and Relative TSR PSUs (to 12/31/2026) represent significant at‑risk equity contingent on performance .
- Related party transactions: None over $120,000 disclosed since prior year; audit committee pre‑approval policy in place .
- Clawback expanded: Includes operational results errors tied to misconduct, not only accounting restatements .
Equity Ownership & Guideline Compliance
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 322,671; includes 151,970 direct, 139,513 options exercisable ≤60 days, and 31,188 RSUs vesting ≤60 days |
| Ownership % of outstanding | <1% (company-wide table indicates <1%) |
| Executive SOG requirement | 3× base salary for non‑CEO executives; all executives compliant as of end‑2024 |
| Hedging/pledging | Prohibited by insider trading policy |
Upcoming Vesting and Insider Selling Pressure
- RSUs from April 2024 grant: 25% vested on April 6, 2025; remaining vests quarterly, creating regular supply; additional RSUs from 2023 grant also vest quarterly .
- PSUs: Cash Generation PSUs performance period ends 12/31/2025 with certification and vesting shortly thereafter; Relative TSR PSUs end 12/31/2026 with vesting post certification, potentially creating lumpy vesting‑related supply depending on performance outcomes .
- Exercises/vesting in 2024: 22,004 options exercised ($206,618) and 70,715 stock awards vested ($905,859), evidencing realized equity value despite limited cash bonus inflation .
Investment Implications
- Alignment: Stronger pay‑for‑performance via dual PSUs (TSR and Cash Generation), expanded clawback, and prohibition on hedging/pledging enhance shareholder alignment; executive ownership guidelines are met .
- Retention risk: Severance economics are moderate (6–12 months salary; 100% bonus only on CIC termination), with equity acceleration varying by trigger; double‑trigger CIC design supports retention while limiting windfalls .
- Trading signals: Watch Cash Generation through 12/31/2025 (PSU determinant) and TSR percentile vs peer set through 2026; vesting cadence (quarterly RSUs; PSU tranches post‑certification) may influence insider supply dynamics if awards vest in size .
- Governance overhang: 2024 say‑on‑pay outcome (43.1% support) suggests continued investor focus; 2025 program adjustments (circuit breaker, multi‑year PSUs, plan governance reforms) address concerns, potentially reducing future vote risk .