Katherine August-deWilde
SunrunAbout Katherine August-deWilde
Katherine August-deWilde is an independent director of Sunrun, serving since January 2016. She is 77 years old as of April 15, 2025, and holds a B.A. from Goucher College and an MBA from Stanford Graduate School of Business. Her credentials include extensive executive and risk management experience in consumer-facing financial services; she is currently President & CEO of the Partnership for San Francisco and was President of First Republic Bank from 2007 to 2015, later serving on its board until 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Republic Bank | President | 2007–2015 | Executive leadership; risk management; consumer financial services |
| First Republic Bank | Board Member | Until 2023 | Governance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eventbrite Inc. | Director | Current | Public company board |
| Partnership for San Francisco | President & CEO | Current | Civic/industry initiative leadership |
| Tipping Point Community | Board/Advisor | Current | Non-profit role |
| San Francisco Accelerator Housing Fund | Board/Advisor | Current | Non-profit role |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating, Governance, and Sustainability Committee .
- Independence: Determined independent under Nasdaq standards; Sunrun’s board currently has five independent directors .
- Attendance: Board held nine meetings in 2024; each director attended at least 75% of board and committee meetings on which they served. Compensation Committee held eight meetings in 2024 .
- Lead Independent Director: Alan Ferber currently serves as Lead Independent Director .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $70,000 | Paid quarterly; standard non-employee director retainer |
| Compensation Committee Chair Fee | $20,000 | Annual chair retainer |
| Nominating Committee Member Fee | $9,000 | Annual membership retainer (non-chair) |
| Total Cash Fees Earned | $99,000 | Reported in 2024 director compensation table |
| Per-Meeting Fee Policy | $1,000 per meeting >6/year | For Board or committee meetings beyond six; not aggregated; payment eligibility policy |
| Equity (2024) | Details | Grant Date | Vesting | Amount |
|---|---|---|---|---|
| Annual RSU Award | Fixed-value RSUs; target $180,000; determined by 30-day average closing price | January 2, 2024 | 100% vest on Jan 1, 2025 (service-based) | Grant-date fair value $231,963; 11,920 RSUs |
- Director equity compensation structure: fixed-value annual RSUs with one-year vesting; no performance awards or perquisites; robust stock ownership guidelines (five times annual cash retainer) for directors .
Performance Compensation
| Director Performance Metrics | Status | Notes |
|---|---|---|
| Performance awards tied to metrics (TSR, revenue, EBITDA, ESG) | None | Sunrun’s director pay program uses time-based RSUs; “No performance awards” policy |
- Compensation governance features: no tax gross-ups; no option/SAR repricing without stockholder approval; director annual compensation limit of $1,000,000 (cash + equity, grant-date fair value); no automatic single-trigger vesting on change-in-control if awards are assumed; dividends/dividend equivalents not paid on unvested awards; robust clawback policy applies to time-based equity awards and compliance requirements under the plan .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Public company directorships | Eventbrite Inc. |
| Committee interlocks | None disclosed; no Sunrun executive served on another entity’s board/comp committee with an interlock to RUN in past year |
| Related-party transactions | None over $120,000 involving directors or immediate family since start of last fiscal year; Audit Committee oversees related-party transactions and must pre-approve such arrangements |
Expertise & Qualifications
- Selection rationale: extensive executive and risk management experience; background in consumer-facing financial industry .
- Education: BA (Goucher), MBA (Stanford GSB) .
- Skills relevant to Sunrun: risk oversight, compensation governance (Comp Committee chair), human capital oversight; independent status .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 101,868 shares | Held of record by a trust for benefit of Ms. August-deWilde and her family |
| Shares outstanding (basis for % calc) | 226,213,579 shares | As of March 1, 2025 |
| Ownership % of outstanding | ~0.045% | Computed: 101,868 ÷ 226,213,579 × 100; proxy rounds to “<1%” |
| RSUs outstanding at 12/31/2024 | 11,920 | 2024 director RSUs fully vested on Jan 1, 2025 |
| Hedging/pledging | Prohibited under Sunrun securities trading policies | |
| Director stock ownership guidelines | 5× annual cash retainer (or fixed-share equivalent set at July 29, 2021); only unvested time-based RSUs or restricted stock count | |
| Pledging of shares | No pledging policy; no pledging disclosed for Ms. August-deWilde |
Governance Assessment
- Board effectiveness: As Compensation Committee Chair, August-deWilde leads oversight of executive pay, equity plans, director pay, and broad-based programs, supported by an independent consultant (Meridian), with eight committee meetings in 2024—indicative of active engagement .
- Independence and attendance: Independent director with board-wide attendance ≥75% in 2024; governance structure includes a Lead Independent Director to reinforce oversight .
- Alignment and safeguards: Director pay emphasizes equity; robust ownership guidelines; prohibition on hedging/pledging; strong equity plan controls (no repricing, no single-trigger vesting if awards are assumed; director comp capped) support investor-aligned governance .
- Conflicts/related parties: No related-party transactions involving directors reported; Audit Committee pre-approval policy and oversight reduce conflict risk .
RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions, hedging/pledging, or tax gross-ups. Continued monitoring of external commitments is prudent for time/attention risk, but no adverse disclosures were noted .