Audrey Lee
About Audrey Lee
Ja-chin Audrey Lee, Ph.D., is an independent director of Spruce Power Holding Corporation (SPRU) since April 2024. She is a clean energy executive with 20 years’ experience spanning private and public sectors, most recently serving as Senior Director of Datacenter Energy Partnerships at Microsoft through May 16, 2025; previously she was VP of Energy Services at Sunrun (2017–2020). Age 47; core credentials center on renewable energy markets, datacenter power strategy, and product/market development at the intersection of technology and energy transition .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | Senior Director, Datacenter Energy Partnerships | 2021 – May 16, 2025 | Led global energy system analysis and partnerships to decarbonize and secure power for datacenters |
| Sunrun Inc. | Vice President, Energy Services | 2017 – 2020 | Helped steer transition to distributed solar/storage and energy services |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Redaptive, Inc. | Director | Private company board | Energy-as-a-Service provider; board member |
| Linux Foundation Energy | Governing Board Member | Non-profit | Oversees community for shared digital investments in energy |
| Clean Energy for America Education Fund | Board/Governance role | Non-profit | Serves on the governing body; co-founded Clean Energy for Biden (volunteer) |
| ArcLight Clean Transition Corp. | Director | Former public company | Served until merger with Proterra Inc. in June 2021 |
Board Governance
- Independence: The Board determined Dr. Lee is independent under NYSE listing standards .
- Committee assignments (current): Compensation Committee (member) and Nominating & Corporate Governance Committee (member) .
- Chair roles: None disclosed for Dr. Lee; committee chairs are other directors .
- Attendance: In FY 2024, the Board met 10 times; all then-current directors attended >75% of Board and applicable committee meetings .
- Executive sessions: Non-management directors (all independent) meet several times per year; Lead Independent Director John P. Miller presides .
- Board structure: Classified Board (Classes A/B/C); Dr. Lee is a Class C director with term expiring at the 2026 annual meeting .
Fixed Compensation
Director compensation policy (cash):
| Component | Amount |
|---|---|
| Annual Board retainer (non-employee director) | $50,000 |
| Additional Board Chair cash retainer | $20,000 |
| Committee member retainers | Audit $10,000; Compensation $7,500; Nominating & Corporate Governance $5,000 |
| Committee chair additional retainers | Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000 |
Dr. Lee – 2024 actual cash and equity compensation:
| Name | Fees Earned (Cash) | Stock Awards (Grant-date Fair Value) | Total |
|---|---|---|---|
| Ja-chin Audrey Lee, Ph.D. | $44,986 | $375,001 (RSUs granted Aug 12, 2024) | $419,987 |
Notes:
- Annual equity award is $150,000 in RSUs; initial equity award upon joining is 150% of annual ($225,000), both time-based . The 2024 total RSU value for Dr. Lee ($375,001) reflects both initial and annual grants in her first year .
Performance Compensation
Equity program structure (non-employee directors):
| Equity Element | Value/Structure | Vesting |
|---|---|---|
| Annual RSU Award | $150,000 in RSUs | Vests in full on the first anniversary of grant |
| Initial RSU Award (new director) | 150% of annual award (i.e., $225,000) | Vests in equal installments over 3 years |
Holdings snapshot:
- As of 12/31/2024, Dr. Lee held 115,396 unvested RSUs .
- 2024 grants were made on August 12, 2024 to non-employee directors (grant-date fair values shown above) .
No director performance metrics apply to director equity; awards are time-based RSUs (no performance hurdles) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Disclosure |
|---|---|---|---|
| Redaptive, Inc. | Private | Director | None disclosed as related party transaction |
| Linux Foundation Energy | Non-profit | Governing Board | None disclosed as related party transaction |
| Clean Energy for America Education Fund | Non-profit | Governance role | None disclosed as related party transaction |
| ArcLight Clean Transition Corp. | Former public | Director (prior) | Former role ended at 2021 merger; no current interlock disclosed |
- Related-party transactions: The company reports no related person transactions requiring disclosure for FY 2024–2025 .
Expertise & Qualifications
- Domain expertise: Renewable energy markets, datacenter power capacity and decarbonization, energy technology solution integration, and market development; experienced in aligning technology, product, and market development in energy .
- Governance/board experience: Public SPAC board (former), private-company board, and non-profit governance; contributes to Nominating and Compensation oversight at SPRU .
- Independence and oversight posture: Independent under NYSE standards; participates in committees responsible for compensation governance and board composition/succession .
Equity Ownership
| Metric | Amount/Status |
|---|---|
| Shares beneficially owned (as of May 13, 2025) | 24,157 shares; less than 1% of outstanding |
| Shares outstanding (record date for 2025 meeting) | 17,826,560 |
| Unvested RSUs (as of 12/31/2024) | 115,396 RSUs |
| Pledged/Hedged | Company policy prohibits pledging/hedging by directors |
| Ownership guidelines | Not disclosed in proxy (no director-specific ownership guideline stated) |
Governance Assessment
Key positives
- Independent director with relevant sector expertise (distributed energy, datacenter power), serving on Compensation and Nominating & Governance committees, enhancing board effectiveness in talent, pay design, and succession oversight .
- Director pay balanced between cash and time-based equity; structure is straightforward with transparent retainers and RSU policy; no option repricing or complex instruments disclosed for directors .
- No related-party transactions disclosed involving Dr. Lee or her affiliated entities; company maintains a formal related-person transaction policy reviewed by the Audit Committee .
- Anti-hedging and anti-pledging policy applies to directors, aligning with investor-preferred governance practices .
Risk indicators and watch items
- Section 16(a) timeliness: Dr. Lee (along with several directors) reported one transaction late on a Form 4 in the fiscal year review; while often administrative, repeated occurrences can signal controls/coordination issues for insider reporting (yellow flag) .
- Control environment: Company reported and is remediating material weaknesses; revenue recognition MW remained as of FY 2024; the Audit Committee oversees the remediation. Auditor changed from Deloitte to CohnReznick in 2025 with no disagreements reported, but the change alongside control issues warrants continued oversight focus (board-level, not specific to Lee) .
- Board structure: Combined CEO/Chair model offset by a Lead Independent Director and independent committees; investors may continue to scrutinize balance of power (context risk) .
RED FLAGS
- Late Section 16(a) filing: Dr. Lee “reported one transaction late on a Form 4” during the period reviewed .