Mary Powell
SunrunAbout Mary Powell
Mary Powell (age 64 as of April 15, 2025) is Chief Executive Officer of Sunrun (since August 2021) and a Director (since February 2018). She previously led Green Mountain Power as President & CEO (2008–2019) and earlier held COO and senior leadership roles; she holds an Associate’s degree from Keene State College and has received multiple industry recognitions (TIME100 Climate 2024; Forbes Sustainability 2024) . Sunrun’s pay-versus-performance disclosure shows 2024 company TSR value of an initial $100 at 67 (peer group 109), net loss of $2.846B (driven largely by a $3.1B non-cash goodwill impairment tied to the Vivint Solar acquisition), and Cash Generation of -$58M; 2023 and 2022 TSR values were 142 and 174, respectively . Management highlighted 2024 operating milestones: 1,000,000+ customers (+12% YoY), $17.8B Gross Earning Assets (+$3.7B YoY), $6.8B Net Earning Assets (+$1.7B YoY), and 116,000 customer additions with ~65,000 installations including storage (+79% YoY storage add growth) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Green Mountain Power (GMP) | President & CEO | 2008–2019 | Drove customer satisfaction and growth; executed strategy for low-carbon, low-cost, reliable power; positioned GMP as an energy transformation leader |
| Green Mountain Power | SVP & Chief Operations Officer | 2001–2008 | Operational leadership at Vermont’s major utility |
| Green Mountain Power | SVP, Customer & Organizational Development | 1999–2001 | Led customer/organizational initiatives |
| Banking industry; State government | Executive roles; government service | n/a | Prior executive and public-sector experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CGI Inc. | Director | Current | Global IT and consulting company board |
| EDF Action (Environmental Defense Fund’s advocacy arm) | Board of Trustees | Current | Climate advocacy governance |
| Hawaiian Electric Industries | Director | 2019–2021 | Largest utility in Hawaii |
| Énergir | Director | 2019–2023 | Large Québec/Northeast energy company |
| Climate Change Crisis Real Impact | Acquisition Corp. (SPAC) | Chair of the Board | 2020–2021 |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 800,000 | 840,384 | 850,000 |
| Target Bonus (% of salary) | 125% (per CEO employment agreement) | 150% (target % reflected in plan design) | 150% |
| Non‑Equity Incentive (Actual $) | 1,285,680 | 1,147,500 | 1,461,150 (114.6% of target; paid Mar 2025) |
| Total Comp (SCT, $) | 8,340,158 | 13,750,184 | 9,455,247 |
Notes:
- In 2024, 89% of the CEO’s target total compensation was at-risk/performance-based; more than 50% was performance-based equity/cash .
- For 2025, the CEO requested her base salary remain unchanged .
Performance Compensation
Annual Bonus (AIP) – 2024 Design and Outcome
- Metrics used: Adjusted Net Subscriber Value, Solar Energy Capacity Installed (MW), Storage Capacity Installed (MWh), New Customer Net Promoter Score, and Safety (DART rate) .
- Target opportunity: 150% of salary; payout curve 0–150% of target based on threshold/target/max attainment .
- 2024 payout: 114.6% of target, approved Feb 28, 2025, with no individual discretion applied .
| Executive | 2024 Base ($) | Target % | Target Bonus ($) | Actual Payout ($) | Payout vs Target |
|---|---|---|---|---|---|
| Mary Powell | 850,000 | 150% | 1,275,000 | 1,461,150 | 114.6% |
Forward-looking change (signal): Beginning 2025, a Cash Generation “circuit breaker” will prevent payout on the 60% Adjusted NSV component unless a minimum Cash Generation threshold is achieved; all performance-based equity will have ≥3‑year performance periods .
2024 Equity Grants (granted to CEO)
| Grant Type | Grant Date | Shares (Target) | Performance Period / Vesting | Performance Metric(s) / Thresholds |
|---|---|---|---|---|
| RSUs | 4/10/2024 | 211,900 | 4-year vest; 25% on first anniversary (Apr 6, 2025), then equal quarterly installments | Time-based (retention) |
| PSUs – Relative TSR | 5/29/2024 | 133,496 | Jan 1, 2024 – Dec 31, 2026; vests after committee certification (6th day of following month) | Payout: 50% at 25th percentile, 100% at 50th, 200% at 75th+ (linear between) vs approved TSR peer group |
| PSUs – Cash Generation | 5/29/2024 | 133,495 | Apr 1, 2024 – Dec 31, 2025; vests after certification (6th day of following month) | Payout: 50% at $350M, 100% at $500M, 200% at $700M Cash Generation (linear between) |
Additional details:
- PSUs are equally weighted 50% Relative TSR and 50% Cash Generation .
- 2024 Relative TSR peer group includes FSLR, ENPH, NEE, NOVA, BEPC, HASI, ARRY, SEDG, SPWR, GNRC, PLUG, BE, SHLS, FLNC, CSIQ, FTCI, NEE (noted), and others listed in proxy .
- Company granted no stock options to NEOs in 2023 or 2024, reflecting a shift toward RSUs/PSUs .
Realized vs Target Equity (context)
- The company disclosed CEO realized equity compensation over 2022–2024 at ~25% of target, underscoring the at-risk nature of awards .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 457,396 shares (less than 1% of outstanding) |
| Breakdown | 203,674 shares held directly; 181,859 options exercisable within 60 days of Mar 1, 2025; 71,863 RSUs vesting within 60 days of Mar 1, 2025 |
| Stock ownership guidelines (executives) | CEO: 5x base salary; only unvested time-based RSUs/restricted stock count; as of end-2024, all executives were in compliance |
| Hedging/pledging | Prohibited for directors and officers (no margin or pledging allowed) |
Selected outstanding awards (as of 12/31/2024):
- 2024 RSUs: 211,900 unvested (vesting over four years as above) .
- 2023 RSUs: 125,212 unvested (vesting over four years) .
- 2023 SVA PSUs: 118,127 unearned shares outstanding (performance-based) .
- 2024 Relative TSR PSUs/Cash Generation PSUs outstanding (performance-based; see targets above) .
Insider selling/vesting flow indicators:
- Shares acquired on vesting in 2024: 153,779 (value realized $1,997,600) .
- Within 60 days of Mar 1, 2025: 71,863 RSUs scheduled to vest (potential tax-withholding related share sales may occur at vest, subject to company policies) .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement date | August 3, 2021 (at-will) |
| Initial compensation | $800,000 base; target bonus 125% of base |
| Sign-on/LTI awards (2021) | Sign-on RSUs ($1,000,000), LTI RSUs ($2,000,000), PSUs (TVG PSUs) ($2,000,000), and stock options ($2,000,000); RSUs vest 25% at 1-year then quarterly; options 25% at 1-year then monthly |
| Severance plan eligibility | Covered by Sunrun’s Severance Plan |
Severance and Change-in-Control Economics
Structure (double-trigger; termination without cause/for good reason within CIC window) and outside-CIC protections:
- CIC Window: 3 months prior to and 12 months following a change in control .
- CEO CIC termination benefits: 18 months base salary, 150% target annual bonus, 18 months COBRA subsidy, and 100% vesting acceleration for all awards other than SVA PSUs (performance awards accelerated at 100% of target) .
- CEO non‑CIC termination benefits: 12 months base, pro‑rated average prior-two-year bonus, COBRA for 12 months, and 50% vesting acceleration for non‑SVA awards (performance treated at 50%/proration per award terms) .
Estimated payouts (as of 12/31/2024; $9.25 stock price):
| Scenario (CEO) | Cash Severance ($) | Health Coverage ($) | Accelerated Vesting ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause/good reason (non‑CIC) | 2,066,590 | 20,033 | 5,462,981 | 7,549,604 |
| Termination without cause/good reason in connection with CIC | 3,187,500 | 30,049 | 10,925,961 | 14,143,510 |
Additional features:
- Post‑termination option exercise: 18 months for CEO on CIC termination .
- Death/disability acceleration for grants on/after May 29, 2024: 100% acceleration of RSUs and PSUs at target .
Clawback and other governance:
- Robust clawback (amended Apr 2025) covers incentive pay, including time‑based equity, for accounting restatements and certain operational restatements involving misconduct .
- No tax gross‑ups on parachute/deferred comp; Compensation Committee may award non‑deductible pay under 162(m) as needed .
Board Governance (including dual-role implications)
- Role: CEO and Director; not Board Chair. Board leadership comprises two Co‑Executive Chairs (founders) and a Lead Independent Director; all committees (Audit, Compensation, Nominating/Governance/Sustainability) are fully independent, which mitigates concentration of power and supports oversight .
- Board service: Mary Powell has served as a Director since 2018 and is a continuing Class II director through 2026 .
- Attendance: All directors attended ≥75% of Board/committee meetings in 2024; Board held nine meetings in 2024 .
- Declassification: Board declassifying over three years; from 2026, all directors elected annually .
- As an employee-director, Powell receives no additional director compensation .
Committee overview (independent):
- Audit (Chair: Trinta; members Trinta, Dach, Lontoh); five meetings in 2024 .
- Compensation (Chair: August‑deWilde; members August‑deWilde, Lontoh, Ferber); eight meetings in 2024 .
- Nominating/Governance/Sustainability (Chair: Dach; members August‑deWilde, Ferber, Dach); three meetings in 2024 .
Director Compensation (context)
- Policy emphasizes equity with fixed-value annual RSU; no meeting fees for regular meetings; stock ownership guideline for directors at 5x cash retainer; employee directors (including CEO) receive no additional compensation .
Compensation Committee, Peer Group, and Shareholder Feedback
- Compensation Committee members are independent; used Meridian as independent compensation consultant with no conflicts in 2024 .
- 2024 executive pay benchmarking peer group spans renewables and home solutions; examples include FSLR, ENPH, NXT, NOVA, ADT, REZI, ALRM, ROCK, AL .
- 2024 say‑on‑pay support was 43.1%; in response, Sunrun committed to: no special one‑time awards through the SVA performance period (FY2026); adding a Cash Generation circuit breaker to AIP starting 2025; 3‑year performance periods for all PSUs starting 2025; governance enhancements to equity plan (removed evergreen, no repricing without shareholder approval, no liberal share recycling) .
Performance & Track Record (selected disclosures)
| Measure | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Company TSR – value of $100 (PvP) | 248 | 174 | 142 | 67 |
| Peer TSR – value of $100 (PvP peer group) | 250 | 237 | 174 | 109 |
| Net Income (Loss) ($) | (79,423,000) | 173,377,000 | (1,604,497,000) | (2,846,167,000) |
| Cash Generation ($) | (291,000,000) | (129,000,000) | (112,000,000) | (58,000,000) |
Management’s 2024 operating highlights (customers, assets, storage growth) are described in the 2025 proxy letter .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; insider trading policy bars margin/pledging and hedging transactions .
- Clawback expanded in 2025 to include time‑based awards and certain operational restatements .
- No stock option repricing without shareholder approval; evergreen removed from plan .
- No tax gross‑ups on parachute/deferred compensation .
- 2024 say‑on‑pay support was low (43.1%), indicating investor concerns; company has initiated program changes as noted .
Equity Ownership Detail (beneficial owners and management – excerpt)
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Mary Powell (CEO) | 457,396 (203,674 direct; 181,859 options exercisable within 60 days; 71,863 RSUs vesting within 60 days) | <1% |
Say‑on‑Pay & Shareholder Engagement
- 2024 say‑on‑pay approval: 43.1% support; in response, Sunrun expanded engagement (meetings with ~70% of top 50 holders representing >60% outstanding) and implemented program changes (PSU performance periods, circuit breaker, equity plan governance) .
Investment Implications
- Alignment improving: More than 50% of CEO equity is performance‑based, with 2024 PSUs split 50/50 between Relative TSR and multi‑year Cash Generation; 2025 introduces a Cash Generation threshold (“circuit breaker”) in the AIP, curbing payouts absent liquidity progress . This increases sensitivity of realized pay to value creation and may reduce downside pay outcomes if cash discipline falters .
- Retention and supply dynamics: Significant unvested RSUs/PSUs and option overhang provide retention, while scheduled RSU vesting (e.g., 71,863 within 60 days of Mar 1, 2025) may create episodic sell‑pressure from tax withholding; hedging/pledging prohibitions reduce alignment risk .
- Downside protection and CIC terms: Double‑trigger CIC benefits (18 months salary, 150% target bonus, 100% acceleration for most awards) are competitive and could facilitate strategic alternatives while preserving management incentives; estimated CIC termination value for CEO as of 12/31/2024 was ~$14.1M at $9.25 stock price .
- Governance balance: CEO is not Chair; independent Lead Director and fully independent committees provide checks against concentrated founder/Chair influence; Board declassification in 2026 further enhances accountability . That said, 2024’s low say‑on‑pay vote remains a caution flag despite responsive changes .
- Performance watch items: 2024 net loss driven by goodwill impairment and negative annual Cash Generation underscore execution risk; achievement toward the $500M/$700M Cash Generation PSU targets through 12/31/2025 and TSR percentile vs the peer set are key catalysts for realized pay and potential trading sentiment into PSU determination windows .