Leslie Dach
SunrunAbout Leslie Dach
Independent director at Sunrun since May 2016 (previously served June 2013–July 2014). Age 70, Class II director with term expiring at the 2026 annual meeting. Background includes EVP Corporate Affairs at Walmart (2006–2013) and Senior Counselor to the U.S. Secretary of Health & Human Services (2014–2016). Education: B.S. Biology (Yale), M.P.A. (Harvard). Selected for extensive public/private sector leadership and prior company experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart Stores Inc. | EVP, Corporate Affairs; member of executive council and executive finance committee | 2006–2013 | Led corporate affairs and sustainability; senior leadership roles |
| U.S. Dept. of Health & Human Services | Senior Counselor to the Secretary | 2014–2016 | Oversight/strategy in major public health and ACA initiatives |
| Sunrun Inc. | Independent Director (prior term) | Jun 2013–Jul 2014 | Board service prior to rejoining in 2016 |
External Roles
| Organization | Role | Public/Private/Non-profit | Status |
|---|---|---|---|
| Environmental Defense Fund | Board member | Non-profit | Disclosed in biography (service on EDF board) |
| World Resources Institute | Board member (prior) | Non-profit | Disclosed in biography |
| United Negro College Fund | Board member (prior) | Non-profit | Disclosed in biography |
| Yale University Council | Council member (prior) | Non-profit/Academic | Disclosed in biography |
| National Audubon Society | Board member (prior) | Non-profit | Disclosed in biography |
| Regrow Ag | Director | Private | Current (announced Jun 7, 2022) |
No other current public company directorships disclosed in Sunrun’s proxy profile.
Board Governance
- Independence: Board determined Mr. Dach is independent under Nasdaq rules.
- Committee assignments (2024/2025):
- Audit Committee member; committee held 5 meetings in 2024.
- Nominating, Governance, and Sustainability (NGS) Committee chair; committee held 3 meetings in 2024.
- Attendance: All directors attended at least 75% of Board and applicable committee meetings in 2024; all then-serving directors attended the 2024 annual meeting.
- Board structure: Lead Independent Director is Alan Ferber; Board declassification in progress (all directors annual by 2026).
- Stockholder engagement: Process includes participation of an independent Board member upon request.
Fixed Compensation (Director)
| Cash Element (Policy) | Annual Amount (USD) | Notes |
|---|---|---|
| Board retainer | $70,000 | Non-employee directors |
| Lead Independent Director | $35,000 | Incremental (not applicable to Dach) |
| Audit Committee – Chair | $25,000 | — |
| Audit Committee – Member (non-chair) | $12,500 | Dach was a member (non-chair) |
| Compensation Committee – Chair | $20,000 | — |
| Compensation Committee – Member | $9,000 | — |
| NGS Committee – Chair | $17,000 | Dach served as Chair |
| NGS Committee – Member | $9,000 | — |
| Meeting fees | $1,000 per meeting after 6/year | No fees for first 6 meetings |
| 2024 Actual (Leslie Dach) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $99,500 |
| Composition Insight | $70,000 Board + $12,500 Audit member + $17,000 NGS Chair = $99,500 (matches reported) |
Policy highlights: no meeting fees for regularly scheduled meetings; robust director stock ownership guideline = 5× annual cash retainer; all directors compliant as of 12/31/2024.
Performance Compensation (Director)
| Equity Element | Grant date | Shares/Units | Fair Value (USD) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual RSU (policy value target $180k) | Jan 2, 2024 | 11,920 RSUs outstanding at 12/31/2024 | $231,963 | 100% vests Jan 1 following grant; these vested Jan 1, 2025 | None (no director performance awards) |
- Director equity program uses fixed-value annual RSUs with one-year vesting; no performance-based awards or perquisites for directors.
- Accounting fair value and share count per director table; RSUs fully vested on Jan 1, 2025.
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Current public company boards | None disclosed besides Sunrun |
| Non-profit boards (examples) | Environmental Defense Fund; prior roles at WRI, UNCF, Yale Council, Audubon |
| Private company boards | Regrow Ag (director) |
| Compensation Committee interlocks | None; no officer/employee service on Comp Committee; no cross-board interlocks disclosed. |
Expertise & Qualifications
- Corporate affairs, sustainability, and stakeholder engagement from Walmart executive leadership.
- Public policy/health expertise as Senior Counselor at HHS overseeing ACA-related initiatives.
- Governance leadership as Chair of NGS Committee and member of Audit Committee.
- Education: B.S. Biology (Yale); M.P.A. (Harvard).
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (as of Mar 1, 2025) | 86,022 shares (85,585 directly; 437 by spouse) |
| % of shares outstanding | ~0.04% (86,022 / 226,213,579) based on outstanding shares as of Mar 1, 2025 |
| Unvested RSUs (12/31/2024) | 11,920 RSUs; fully vested Jan 1, 2025 |
| Options | Not disclosed for non-employee directors in 2024; compensation table shows stock awards, not options |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors; proxy does not disclose any pledges for Mr. Dach |
| Stock ownership guideline | Directors expected to hold 5× annual cash retainer; all directors compliant as of end of 2024 |
Governance Assessment
- Positive signals
- Independent director with dual oversight roles (Audit member; NGS chair), supporting financial reporting integrity, related-party oversight, and sustainability governance.
- Strong alignment via equity-heavy director pay and 5× retainer ownership guideline; compliance confirmed.
- No related-party transactions involving Mr. Dach (or other related persons) disclosed for the period; Audit Committee oversees such reviews.
- Board responsiveness to investors (declassification, elimination of certain supermajority provisions, independent director participation in engagement) enhances governance quality.
- Watch items
- 2024 say-on-pay failed (43.1% support), reflecting shareholder concern over executive pay; Board outlined program changes for 2025 (not directly about director pay but relevant to overall governance risk).
- Attendance minimum disclosed at “≥75%”; no individual variances disclosed (neutral).
Director Compensation (Summary Table – 2024)
| Item | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $99,500 |
| Stock Awards (RSUs) | $231,963 |
| Total | $331,463 |
Committee Assignments and Attendance (2024)
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Audit | Member | 5 | Oversees auditor selection, financial reporting, internal audit, related-party transactions, and cybersecurity/IT/AI risk oversight |
| Nominating, Governance & Sustainability | Chair | 3 | Board composition, evaluations, governance guidelines, sustainability oversight |
| Board-wide attendance | — | 9 Board meetings | Each director attended ≥75% of Board and committee meetings; all attended 2024 annual meeting |
Related-Party Transactions
- Policy: Audit Committee must review and pre-approve related party transactions >$120,000.
- Disclosure: No related party transactions since the beginning of last fiscal year involving directors, NEOs, 5% holders, or their immediate family members.
Say-on-Pay & Shareholder Feedback (Context for Governance Risk)
- 2024 say-on-pay failed (For: 61,043,523; Against: 76,115,132); Board intensified engagement and implemented compensation design changes for 2025 (e.g., increased PSU use, 3-year performance periods, cash generation “circuit breaker”).
- Engagement: Company engaged with ~70% of top 50 holders, >60% of shares outstanding; independent director participation upon request.
Policies & Safeguards
- Hedging/pledging prohibitions for directors, officers, and employees.
- Amended equity plan governance best practices (no evergreen, no repricing without shareholder approval, no liberal share recycling, 1-year minimum vesting for Section 16 officers; director comp cap).
- Clawback policy (amended Apr 2025) applies to covered officers; awards subject to compliance with Company policies.
Overall: Mr. Dach presents as a long-tenured independent with governance and public policy depth, chairing NGS and serving on Audit. His compensation is primarily equity (time-based RSUs) with robust ownership alignment and no related-party exposures disclosed; primary governance risk signal in 2024 related to executive pay (Board-level), with corrective actions underway.