John Trinta
SunrunAbout John Trinta
John Trinta (age 67 as of April 15, 2025) is an independent director at Sunrun, appointed in October 2024. He brings 39 years at Deloitte with senior leadership across financial advisory, risk, and tax; he served on Deloitte’s U.S. board from 2003–2005. He holds a B.S. in Business Administration (Accounting) from California State University, Chico and an M.S. in Taxation from Golden Gate University; he was a CPA in multiple states. He was selected for Sunrun’s board for deep finance, accounting, risk, and tax expertise and strong operational leadership experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte | CEO, Deloitte Financial Advisory Services; Deputy CEO, Advisory Services; Partner in Charge, North America Financial Advisory; Deputy National Managing Partner, Tax | 39 years at Deloitte; senior roles 1999–May 2020 | Led merger of Financial Advisory and Risk practices; co-led acquisitions and integrations of tax and advisory businesses |
| Deloitte U.S. | Director (U.S. Board) | 2003–2005 | Board service at Big 4 partnership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Private company boards (unspecified) | Director | Current | Serves on private company boards; no other public boards disclosed |
Board Governance
- Independence and status: The board determined Mr. Trinta is independent under Nasdaq rules .
- Committees and leadership: He is Audit Committee Chair; Audit Committee members are fully independent and financially literate, and the board designated him an “audit committee financial expert” per Item 407(d) of Reg S-K .
- Meetings and attendance: In FY2024, the board held 9 meetings and each director attended at least 75% of board/committee meetings on which they served; all then-serving directors attended the 2024 annual meeting .
- Audit Committee scope: Oversees auditor selection and independence; internal audit performance; financial reporting; risk policies for financial/accounting/tax/cybersecurity/AI/IT; cybersecurity oversight; related-party transaction oversight; and audit/non-audit pre-approvals .
- Cybersecurity oversight cadence: Management provides quarterly updates to Audit Committee; annual updates to full board; program aligned to industry frameworks and ERM .
- Board structure context: Co-Executive Chairs (Fenster, Jurich) with a Lead Independent Director (Ferber) who leads executive sessions and investor engagement upon request .
- Board declassification: Phasing into annual elections by 2026; Trinta is a Class I nominee for a one-year term through 2026 .
Meetings Snapshot (FY2024)
| Item | Count / Status |
|---|---|
| Board meetings held | 9 |
| Audit Committee meetings held | 5 |
| Director attendance threshold | Each ≥75% |
| Annual meeting attendance | All then-serving directors attended |
Fixed Compensation
Director Pay Policy (2024)
| Component | Amount |
|---|---|
| Annual board cash retainer | $70,000 per year |
| Lead Independent Director fee | $35,000 per year |
| Audit Chair fee | $25,000 per year |
| Audit member fee (non-chair) | $12,500 per year |
| Compensation member fee (non-chair) | $9,000 per year |
| Nominating/Gov/Sust member fee (non-chair) | $9,000 per year |
| Nominating/Gov/Sust Chair fee | $17,000 per year |
| Meeting fees | $1,000 per meeting after >6 meetings per year (per body; not aggregated) |
| Annual RSU grant (non-employee directors) | Fixed-value $180,000 RSU (prorated for new directors); vests 100% on Jan 1 following grant |
| Program design | Emphasis on equity; no performance awards/perquisites; quarterly cash payments; strong ownership guidelines |
John Trinta – Actual Director Compensation (FY2024)
| Year | Fees Earned (Cash) | Stock Awards (Grant-date Fair Value) | Total |
|---|---|---|---|
| 2024 | $0 | $28,510 | $28,510 |
Note: Appointed in October 2024; received prorated board payment and prorated RSU grant; RSU grant-date fair value for his prorated award used $14.45 stock price reference on grant date .
Performance Compensation
| Element | Status/Terms |
|---|---|
| Director performance-linked awards (PSUs/options) | None; policy provides no performance awards for directors |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None disclosed |
| Private boards | Yes (unspecified) |
| Compensation Committee interlocks | None; Compensation Committee members had no interlocks/insider participation in FY2024 |
Expertise & Qualifications
- Designated Audit Committee Financial Expert; extensive finance/accounting/tax/risk oversight experience .
- Education: B.S. in Business Administration (Accounting), CSU Chico; M.S. in Taxation, Golden Gate University; former CPA in multiple states .
- Board skill set fit: Finance, risk, audit, tax, large-scale integration/M&A leadership; complements Sunrun’s risk/cyber oversight focus within Audit .
Equity Ownership
| Item | Amount / Policy |
|---|---|
| Total beneficial ownership (as of March 1, 2025) | 1,973 shares held of record by Mr. Trinta |
| 2024 year-end RSUs outstanding (Trinta) | 1,973 RSUs vested Jan 1, 2025 |
| Ownership guidelines (non-employee directors) | Required holding equals the lesser of 5x annual cash retainer or fixed number of shares set as of July 29, 2021; only unvested time-based RSUs and restricted stock count |
| Compliance with guidelines | All non-employee directors in compliance as of year-end 2024 |
| Hedging/pledging | Prohibited by insider trading policy (no margin, no pledging, no hedging) |
Related-Party Exposure and Conflicts
- Related-party transactions: The company reports no related-person transactions ≥$120,000 since the beginning of the last fiscal year; Audit Committee must pre-approve any such items under a formal policy .
- Audit Committee explicitly oversees related-party transaction review/approval procedures .
- Independence: Board determined Trinta is independent under Nasdaq standards .
- Hedging/pledging prohibition reduces alignment risk .
Director Compensation Structure Analysis
- Mix and alignment: Equity-heavy design (annual fixed-value RSU, one-year vesting) and robust 5x retainer ownership guidelines promote alignment; no performance awards, perquisites, or special benefits for directors .
- Fees consistent with market: Cash retainers and incremental chair/member fees align with role intensity; per-meeting fees only after six meetings to discourage volume-based incentives .
- 2024 implementation for Trinta: As a late-year appointee, he received prorated equity; no cash reported for FY2024; RSUs vested Jan 1, 2025 .
Say‑on‑Pay and Shareholder Feedback (Context)
- 2024 say‑on‑pay received 43.1% support; board/Compensation Committee responded with changes: multi-year PSU performance periods from 2025, Cash Generation PSU metric, circuit-breaker threshold in 2025 AIP, no one-time NEO awards through FY2026 PSU period, enhanced clawback, removal of evergreen, and no option repricing without shareholder approval .
Governance Assessment
- Strengths for investor confidence:
- Independent director; Audit Chair with audit financial expert designation, directly overseeing financial reporting, internal audit, and cybersecurity risk—critical in a capital-intensive, financing-dependent business .
- Clear related-party policy; no related-person transactions reported; hedging/pledging banned; strong director ownership guidelines with reported compliance .
- Adequate engagement and oversight cadence (board met 9 times; Audit 5 times; all directors ≥75% attendance; all attended 2024 annual meeting) .
- Considerations:
- Broader compensation program faced low 2024 say‑on‑pay support; although not on the Compensation Committee, overall board accountability applies—company has disclosed responsive changes for 2025+ .
- RED FLAGS: None identified specific to Trinta (no attendance shortfall disclosed; no related-party ties; no pledging/hedging; no interlocks) .