SUNRUN INC (RUN)
Sector: Industrials
2026 Annual Meeting Analysis
SUNRUN INC · Meeting: May 28, 2026
Directors FOR
1
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Jurich has served on the board since Sunrun's founding in 2007, giving her full responsibility for the company's 3-year stock decline of 39.2%, which trails the compensation peer group median by 34.2 percentage points — well above the 20-point threshold that triggers a no vote for companies with negative absolute returns; the 5-year record is similarly poor (trailing peers by 29.8pp), so no long-term mitigant applies.
Ms. Powell has served on the board since 2018 and as CEO since 2021, so her tenure fully overlaps the 3-year underperformance period during which Sunrun's stock fell 39.2% while the peer group median declined only 5.0%, a gap of 34.2 percentage points that exceeds the 20-point trigger; the 5-year track record does not rescue the vote because that gap (29.8pp) also clears the threshold, and this director-level vote is separate from the Say on Pay assessment.
Mr. Ferber has served as a director since February 2018 and as Lead Independent Director since 2024, meaning his tenure fully overlaps the 3-year underperformance period; Sunrun's stock trailed the peer median by 34.2 percentage points over three years, exceeding the 20-point trigger, and the 5-year relative gap of 29.8pp against peers also exceeds the threshold, so no long-term mitigant is available.
Ms. August-deWilde has served on the board since January 2016, giving her full tenure overlap with the 3-year underperformance period; Sunrun's stock trailed the peer median by 34.2 percentage points, well above the 20-point trigger for negative absolute TSR, and the 5-year relative gap of 29.8pp also exceeds the threshold, so no mitigant applies.
Mr. Trinta joined the board in October 2024, which is less than 24 months before the May 2026 meeting but meaningfully overlaps only a small portion of the 3-year underperformance period; the trigger still fires because his tenure exceeds the 24-month exemption threshold and the underperformance gap (34.2pp) is severe, though it is fair to note he joined after most of the stock decline had already occurred, which shareholders should weigh when casting their vote.
Ms. Lontoh has served on the board since June 2021, so her tenure fully overlaps the 3-year period during which Sunrun's stock fell 39.2% while peers declined only 5.0% at the median, a gap of 34.2 percentage points that exceeds the 20-point trigger; the 5-year relative gap of 29.8pp also clears the threshold, so no long-term mitigant is available.
Mr. Dach has served on the board since 2016, giving him full overlap with the 3-year underperformance period; Sunrun's stock trailed the peer group median by 34.2 percentage points over three years on a negative absolute return, exceeding the 20-point trigger, and the 5-year relative gap of 29.8pp against peers also exceeds the threshold with no mitigant available.
Mr. Fenster has served on the board since Sunrun's founding in 2007 and serves as Co-Executive Chair, giving him full responsibility for the 3-year period during which the stock fell 39.2% against a peer median decline of only 5.0%, a gap of 34.2 percentage points; the 5-year relative gap of 29.8pp against peers also exceeds the threshold, so no long-term mitigant applies.
For Analysis
Mr. Cornelius was appointed to the board in November 2025, meaning he has served for less than 24 months as of the May 2026 meeting and is therefore exempt from the TSR underperformance trigger under the policy's new-director exemption; he brings deep renewable energy and executive leadership experience that is directly relevant to Sunrun's business.
Eight of nine director nominees receive an AGAINST vote due to Sunrun's severe 3-year stock underperformance: the company's shares fell 39.2% while the compensation peer group median declined only 5.0%, a gap of 34.2 percentage points that well exceeds the 20-point trigger for companies with negative absolute returns. The 5-year record (RUN -74.5% vs. peer median -44.7%, gap -29.8pp) also exceeds the threshold, eliminating any long-term mitigant. Only Craig Cornelius, appointed in November 2025, is exempt under the 24-month new director exemption.
Say on Pay
✓ FORCEO
Mary Powell
Total Comp
$8,331,132
Prior Support
67.6%%
Sunrun's 2025 say-on-pay vote received only 67.6% support, below the 70% threshold that requires demonstrated responsiveness; however, the company has made a series of concrete, verifiable changes in direct response to shareholder feedback — including moving to a full 3-year performance period for all performance stock awards, adding a cash generation 'circuit breaker' that prevents bonus payouts on the largest metric when cash generation falls below $100 million, raising the performance percentile required for target payouts on relative TSR awards, capping those awards at 100% of target when absolute returns are negative, and committing to limit equity dilution to mid-single-digit percentages annually. CEO total compensation of $8.33 million is reasonable for a $2.8 billion company, 89% of the CEO's target pay is performance-based or at-risk, and the metrics used (relative total shareholder return, cash generation, customer additions, safety, and customer satisfaction) are objective and long-term oriented, satisfying the pay mix and incentive quality standards in the policy.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$9,827,500
Non-Audit Fees
$226,752
Non-audit fees (audit-related fees of $194,500 plus tax fees of $32,252, totaling $226,752) represent approximately 2.3% of audit fees ($9,827,500), well below the 50% threshold that would raise independence concerns; EY is a Big 4 firm appropriate for a company of Sunrun's size and complexity; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and no material restatements were identified.
Overall Assessment
The 2026 Sunrun annual meeting presents three proposals; the board's compensation program earns a FOR on say-on-pay given meaningful responsiveness to prior year feedback and strong pay-for-performance structure, and Ernst & Young is ratified as auditor with no fee or tenure concerns, but eight of nine director nominees receive an AGAINST recommendation because Sunrun's stock has declined 39.2% over three years while the company-disclosed peer group returned a median of -5.0%, a 34.2 percentage-point gap that exceeds every applicable threshold with no 5-year mitigant available. Only newly appointed director Craig Cornelius is recommended FOR, as he falls within the 24-month new director exemption.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing