☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
30-1192746
|
||
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
Title of Each Class
|
Trading Symbol(s)
|
Name of Each Exchange on Which Registered
|
Common Stock, $0.0001 par value per share
|
NOVA
|
New York Stock Exchange
|
Large accelerated filer
|
☐
|
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☒
|
|
Smaller reporting company
|
☐
|
|
|
|
Emerging growth company
|
☐
|
|
|
Page
|
PART III
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
PART IV
|
|
|
Item 15.
|
||
|
|
|
|
||
|
Name
|
|
Present Position with the Company
|
|
Served as a Director
Continuously Since |
|
Age
|
Anne S. Andrew
|
|
Director
|
|
October 2019
|
|
64
|
William J. Berger
|
|
Director and Chairman of the Board, President and Chief Executive Officer
|
|
April 2019
|
|
46
|
Rahman D'Argenio
|
|
Director
|
|
June 2019
|
|
41
|
Matthew DeNichilo
|
|
Director
|
|
June 2019
|
|
35
|
Doug Kimmelman
|
|
Director
|
|
June 2019
|
|
59
|
Mark Longstreth
|
|
Director
|
|
June 2019
|
|
37
|
Michael C. Morgan
|
|
Director
|
|
June 2019
|
|
51
|
C. Park Shaper
|
|
Director
|
|
June 2019
|
|
51
|
Scott D. Steimer
|
|
Director
|
|
June 2019
|
|
30
|
Directors
|
|
Specific Qualifications and Skills
|
Anne Slaughter Andrew
|
|
•
Over 25 years of executive experience
•
Service on other boards of directors, including on audit and nominating and governance committees
•
Executive, legal, entrepreneurial and diplomatic experience
|
Rahman D’Argenio
|
|
•
Over 20 years in the energy industry
•
Service on other boards of directors, including on investment committees
•
Finance and investment experience
|
William J. Berger
|
|
•
Serves as our President and Executive Officer
•
Founder of the Company
•
Over 20 years in the electric power industry
•
Entrepreneurial experience and knowledge
|
Matthew DeNichilo
|
|
•
Partner of private equity firm
•
Service on other boards, including Credit Investment and Credit Operating Committees
•
Extensive experience in investment, finance, mergers and acquisitions
|
Doug Kimmelman
|
|
•
Over 30 years of executive experience
•
Founder and senior partner of a private equity firm
•
Recognized for building a principal investing business in power generation and related energy assets
•
Service on other boards of directors, including on investment committees
|
Mark Longstreth
|
|
•
Partner of a private equity firm focusing on the power and energy sectors
•
Service on other companies’ boards of directors
•
Investment experience and knowledge
|
Michael C. Morgan
|
|
•
Over 20 years of executive experience
•
Chairman and Chief Executive Officer of a registered investment adviser and fund manager
•
Service on other boards of directors, including director of a publicly traded pipeline transportation and energy storage company
|
C. Park Shaper
|
|
•
Chief Executive Officer of a private investment holding company
•
Over ten years of executive experience with a publicly traded pipeline transportation and energy storage company
•
Service on other publicly traded companies' boards of directors, including on the compensation and audit committees
|
Scott Steimer
|
|
•
Vice President of a private equity firm
•
Investment knowledge in the energy sector
|
Director
|
|
Audit
Committee
|
|
Compensation
Committee
|
|
Nominating and
Corporate Governance
Committee
|
Anne S. Andrew
|
|
|
|
|
|
X
|
William J. Berger
|
|
|
|
|
|
|
Rahman D’ Argenio
|
|
|
|
X (Chair)
|
|
X (Chair)
|
Matthew DeNichilo
|
|
|
|
|
|
X
|
Doug Kimmelman
|
|
|
|
|
|
|
Mark Longstreth
|
|
X
|
|
X
|
|
|
Michael Morgan
|
|
X
|
|
X
|
|
|
C. Park Shaper+
|
|
X (Chair)
|
|
|
|
X
|
Scott Steimer
|
|
|
|
|
|
|
▪
|
personal qualities such as leadership, statesmanship and responsiveness;
|
▪
|
general management qualities such as a global perspective on our business, strategic thinking and planning, knowledge of our business and preparedness;
|
▪
|
financial expertise such as value creation, capital planning, and communications with the financial investment communities; and
|
▪
|
qualities relating to the use of human resources such as developing management talent and creating an effective organization.
|
Name
|
|
Position
|
|
Date of First
Appointment |
|
Age
|
William J. Berger
|
|
President and Chief Executive Officer
|
|
November 2012
|
|
46
|
Robert L. Lane
|
|
Executive Vice President, Chief Financial Officer
|
|
May 2019
|
|
48
|
Stuart D. Allen
|
|
Executive Vice President, Human Resources
|
|
May 2018
|
|
56
|
Walter A. Baker
|
|
Executive Vice President, General Counsel and Secretary
|
|
January 2018
|
|
58
|
Michael P. Grasso
|
|
Executive Vice President and Chief Marketing Officer
|
|
April 2018
|
|
49
|
Kris W. Hillstrand
|
|
Executive Vice President of Technology and Service Operations
|
|
October 2017
|
|
56
|
Meghan Nutting
|
|
Executive Vice President, Policy and Communications
|
|
April 2018
|
|
39
|
John T. Santo Salvo
|
|
Executive Vice President of Channel Operations and Chief Procurement Officer
|
|
April 2018
|
|
54
|
Name
|
|
Fees earned or paid in Cash(1)
|
|
Stock Awards(2)
|
|
Total
|
Anne S. Andrew
|
|
$15,000
|
|
$115,000
|
|
$130,000
|
(1)
|
Reflects pro-rated independent director cash compensation based on Ms. Andrew’s appointment on October 16, 2019 and 11,241 restricted stock units that vest one year from the date of grant.
|
(2)
|
The amount disclosed in this column represents the aggregate grant date fair value of the 11,241 restricted unit awards granted to Ms. Andrew. Such restricted stock units vest one year from the date of grant. The grant date fair values of restricted stock units granted for fiscal year 2019 were determined in accordance with ASC Topic 718 and are based on the fair market value of our common stock on the date of grant. Under SEC rules, the grant date fair values exclude the impact of estimated forfeitures related to service-based vesting conditions.
|
What We Do
|
|
What We Don’t Do
|
We do conduct an annual review of our compensation strategy, including a risk assessment of our executive compensation practices
We do maintain a compensation philosophy that targets total direct compensation for our NEOs within a competitive market range of the market 50th percentile
We do maintain clawback provisions in our long-term incentive awards that allow for the forfeiture or recovery of stock or amounts paid or payable in the event the Company or the Committee determines an NEO has taken unlawful action detrimental to the Company or violated Company policy
We do base short-term incentive awards primarily on quantitative metrics
We do maintain compensation plans designed to align our executive compensation program with long-term stockholder interests
We do retain an independent compensation consultant that does not perform any services for management (retained by and reporting to our Compensation Committee)
|
|
We don’t allow our executives to hedge, sell short or hold derivative instruments tied to our shares (other than options issued by us)
We don’t allow our executives or directors to pledge Company shares
We don’t maintain change-of-control tax gross-ups in our change of control agreements
We don’t provide for liberal share counting in our Long-Term Incentive Plan
We don’t allow repricing of underwater stock options without stockholder approval
We don’t provide employment agreements to our NEOs
|
•
|
Closed our IPO of Company common stock in July 2019;
|
•
|
Met or exceeded all of our 2019 guidance targets;
|
•
|
Added more than 18,000 new customers in 2019 to increase our total to 78,600, a 30% increase year-over-year;
|
•
|
Finished the year with a battery attachment rate on origination of 24% for fourth quarter 2019;
|
•
|
Expanded product offerings and increased market footprint;
|
•
|
Successfully executed our safe harbor strategy; and
|
•
|
Closed a number of financing transactions, including
|
◦
|
$190 million of tax equity
|
◦
|
$133 million private placement
|
◦
|
$168 million loan securitization
|
◦
|
$450 million in new and expanded secured credit agreements
|
◦
|
$138 million safe harbor facility
|
◦
|
$55 million convertible senior debt
|
•
|
determining and approving (i) compensation of executive officers, including our named executive officers (other than the President and Chief Executive Officer), and (ii) both long-term and short-term incentive compensation and equity-based plans for all of our employees;
|
•
|
recommending to our Board the compensation of our non-employee directors;
|
•
|
reviewing and approving Company goals and objectives relevant to our President and Chief Executive Officer’s compensation, evaluating our President and Chief Executive Officer's performance in light of those goals and objectives, and making recommendations to the independent directors regarding our President and Chief Executive Officer's compensation level based on this evaluation;
|
•
|
reviewing and discussing with management the Company’s compensation policies and practices in order to produce our Compensation Committee report included in this Annual Report on Form 10-K/A;
|
•
|
reviewing the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking; and
|
•
|
performing such general oversight and investigation functions related to Company compensation inherent to the responsibilities designated in our Compensation Committee’s charter or set forth in resolutions of our Board.
|
•
|
ensure that the compensation program supports the achievement of our short-term and long-term strategic plans by retaining and attracting executive officers critical to our long-term success;
|
•
|
reward each of our executive officers for long-term strategic management and for their individual contributions to enhance stockholder value;
|
•
|
offer incentives to motivate performance with respect to individual and company-wide goals and metrics, as well as our performance relative to our competitors; and
|
•
|
focus the commitment of our executive officers on the long-term interests of our stockholders through equity awards.
|
•
|
Clearway Energy, Inc.;
|
•
|
Hannon Armstrong Sustainable Infrastructure Capital, Inc.;
|
•
|
Pattern Energy Group Inc.;
|
•
|
SunPower Corporation;
|
•
|
Sunrun Inc.; and
|
•
|
Vivint Solar, Inc.
|
•
|
base salaries;
|
•
|
annual cash incentive bonuses;
|
•
|
long-term stock-based incentive compensation;
|
•
|
change-in-control arrangements; and
|
•
|
perquisites and benefits.
|
Name
|
|
2019
Base Salary (1) |
||
William J. Berger
|
|
$
|
450,000
|
|
Robert L. Lane
|
|
$
|
350,000
|
|
Kris W. Hillstrand
|
|
$
|
325,000
|
|
Walter A. Baker
|
|
$
|
320,000
|
|
John Santo Salvo
|
|
$
|
300,000
|
|
(1)
|
Mr. Berger’s base salary increase was effective on July 29, 2019 in connection with the closing of the IPO. Mr. Lane’s base salary was effective upon his hiring on May 22, 2019. Mr. Baker’s base salary increase was effective on April 1, 2019. Messrs. Hillstrand and Santo Salvo’s salaries were not adjusted during fiscal year 2019. Prior to the effective dates, Mr. Berger’s salary was $425,000, and Mr. Baker’s salary was $300,000.
|
Base
($)
|
|
x
|
Target
Annual
Incentive
Opportunity
(%)
|
(
|
Adjusted
EBITDA
plus P&I
|
+
|
Adjusted
Operating
Cash
Flows
|
+
|
Increase in
adjusted GCV
as compared
to 12/31/18
|
+
|
Originated
customer
count as of
12/31/19
|
)
|
x
|
Individual
performance
factor
|
|
|
|
|
|
(weighted 35%)
|
|
(weighted 25%)
|
|
(weighted 20%)
|
|
(weighted 20%)
|
|
|
|
Name
|
|
% Base
Salary(1) |
|
William J. Berger
|
|
150
|
%
|
Robert L. Lane
|
|
75
|
%
|
Kris W. Hillstrand
|
|
75
|
%
|
Walter A. Baker
|
|
75
|
%
|
John Santo Salvo
|
|
75
|
%
|
(1)
|
Prior to the closing of the IPO, Mr. Berger’s target annual incentive opportunity as a percentage of base salary was 175% and Mr. Hillstrand’s was 100%.
|
Metric
|
|
Weight
|
|
Threshold
|
|
Target
|
|
Stretch
|
Adjusted EBITDA, plus P&I
|
|
35%
|
|
$69M
|
|
$78M
|
|
$87M
|
Adjusted Operating Cash Flow
|
|
25%
|
|
($9.80M)
|
|
($800k)
|
|
$8.2M
|
Increase in Adjusted GCCV Compared to 12/31/18
|
|
20%
|
|
$350M
|
|
$425M
|
|
$500M
|
Number of Customers as of 12/31/19
|
|
20%
|
|
74.3k
|
|
79.3k
|
|
84.3k
|
Corporate Goals and Metrics
|
|
Metric Performance Scale
|
|
|
|
|
|
|
|
|
|||||||
Metric
|
|
Weight
|
|
Threshold
50% |
|
Target
100% |
|
Stretch
150% |
|
Final
Results |
|
Performance
Level Achieved |
|
Performance
Level Payout |
|
Weighted
Payout |
|
Adjusted EBITDA, plus P&I
|
|
35%
|
|
$69M
|
|
$78M
|
|
$87M
|
|
$79.90M
|
|
Between
Target and Stretch |
|
111%
|
|
38.69
|
%
|
Adjusted Operating Cash Flow
|
|
25%
|
|
($9.80M)
|
|
($800k)
|
|
$8.2M
|
|
$8.3M
|
|
Stretch
|
|
150%
|
|
37.5
|
%
|
Increase in Adjusted GCCV Compared to 12/31/18
|
|
20%
|
|
$350M
|
|
$425M
|
|
$500M
|
|
$543M
|
|
Stretch
|
|
150%
|
|
30
|
%
|
Number of Customers as of 12/31/19
|
|
20%
|
|
74.3k
|
|
79.3k
|
|
84.3k
|
|
78.6k
|
|
Between
Threshold and Target |
|
93%
|
|
18.6
|
%
|
Total
|
|
100%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
124.79
|
%
|
|
|
Mr.
Berger (1) |
|
Mr.
Lane (2) |
|
Mr.
Hillstrand (3) |
|
Mr.
Baker |
|
Mr.
Santo Salvo |
||||||||||
Annual Base Salary
|
|
$
|
450,000
|
|
|
$
|
350,000
|
|
|
$
|
325,000
|
|
|
$
|
320,000
|
|
|
$
|
300,000
|
|
Approved Target Annual Incentive Opportunity as % of Annual Salary
|
|
150
|
%
|
|
75
|
%
|
|
75
|
%
|
|
75
|
%
|
|
75
|
%
|
|||||
Bonus Target Amount; Target x Annual Base Salary
|
|
$
|
714,366
|
|
|
$
|
161,096
|
|
|
$
|
290,942
|
|
|
$
|
240,000
|
|
|
$
|
225,000
|
|
Corporate Performance Multiplier
|
|
125
|
%
|
|
125
|
%
|
|
125
|
%
|
|
125
|
%
|
|
125
|
%
|
|||||
Individual Performance Multiplier
|
|
120
|
%
|
|
120
|
%
|
|
120
|
%
|
|
120
|
%
|
|
120
|
%
|
|||||
Total Bonus Amount
|
|
$
|
1,071,550
|
|
|
$
|
241,644
|
|
|
$
|
436,413
|
|
|
$
|
360,000
|
|
|
$
|
337,500
|
|
Total Bonus Amount as % of Salary
|
|
238
|
%
|
|
69
|
%
|
|
134
|
%
|
|
113
|
%
|
|
113
|
%
|
|||||
Total Bonus Amount as % of Target Annual Incentive Opportunity
|
|
159
|
%
|
|
92
|
%
|
|
179
|
%
|
|
150
|
%
|
|
150
|
%
|
(1)
|
Bonus Target Amount is pro-rated considering a base salary of $425,000 and bonus target of 175% through July 28, 2019 then a base salary of $450,000 and bonus target of 150% as of July 29, 2019.
|
(2)
|
Bonus Target Amount is pro-rated based on a hire date of May 22, 2019.
|
Name
|
|
Target
Aggregate Grant Date Fair Value |
|
Restricted(1)
Stock Units |
|||
William J. Berger
|
|
$
|
10,000,000
|
|
|
833,333
|
|
Robert L. Lane
|
|
$
|
750,000
|
|
|
62,500
|
|
Kris W. Hillstrand
|
|
$
|
650,000
|
|
|
54,166
|
|
Walter A. Baker
|
|
$
|
650,000
|
|
|
54,166
|
|
John Santo Salvo
|
|
$
|
450,000
|
|
|
37,500
|
|
(1)
|
These awards were contingent on the closing of the Company’s IPO. For fiscal year 2019, the number of restricted stock units awarded was determined by dividing the target aggregate grant date fair value by the grant date fair value of a restricted stock unit on the date of grant. The grant date fair values of restricted stock units granted for fiscal year 2019 were determined in accordance with ASC Topic 718 and are based on the fair market value of our common stock on the date of grant. Under SEC rules, the grant date fair values exclude the impact of estimated forfeitures related to service-based vesting conditions.
|
Name
|
|
Target
Aggregate Grant Date Fair Value(1) |
||
William J. Berger(2)
|
|
$
|
—
|
|
Robert L. Lane
|
|
$
|
962,500
|
|
Kris W. Hillstrand
|
|
$
|
893,750
|
|
Walter A. Baker
|
|
$
|
880,000
|
|
John Santo Salvo
|
|
$
|
600,000
|
|
(1)
|
For fiscal year 2020, the number of restricted stock units awarded will be determined by dividing the target aggregate grant date fair value by the grant date fair value of a restricted stock unit on the date of grant (March 12, 2020). The grant date fair value of restricted stock units granted for fiscal year 2020 will be determined in accordance with ASC Topic 718 and will be based on the fair market value of our common stock on the date of grant. Under SEC rules, the grant date fair values exclude the impact of estimated forfeitures related to service-based vesting conditions.
|
(2)
|
A target aggregate grant date fair value of $2,000,000 was approved for Mr. Berger in May 2019, however due to his restricted stock unit award grant in connection with the IPO in 2019, he is not eligible for consideration of an award grant until the 2022 award cycle.
|
Years of Service
|
|
Percentage
|
› 2
|
|
0%
|
2
|
|
20%
|
3
|
|
40%
|
4
|
|
60%
|
5
|
|
80%
|
6
|
|
100%
|
•
|
individual cash incentives are made within the boundaries of approved fixed maximum awards as applicable to each named executive officer;
|
•
|
the short-term performance metrics considered in annual bonus determinations are supplemented with diverse performance measures;
|
•
|
the members of our Compensation Committee who approve final bonus recommendations are independent; and
|
•
|
named executive officers receive the majority of their total direct compensation in the form of long-term incentives with multi-year vesting to align the interests of the named executive officers with long term value creation for our stockholders.
|
•
|
Rahman D'Argenio - Chair
|
•
|
Mark Longstreth
|
•
|
Michael C. Morgan
|
Name and
Principal Position |
|
Year
|
|
Salary
|
|
Bonus
(2) |
|
Stock
Awards (3) |
|
Option
Awards (4) |
|
Non-Equity
Incentive Plan Compensation (5) |
|
All Other
Compensation (6) |
|
Total
|
||||||||||||||
William J. Berger
(President and Chief Executive Officer) |
|
2019
|
|
$
|
434,664
|
|
|
$
|
—
|
|
|
$
|
10,385,758
|
|
|
$
|
—
|
|
|
$
|
3,378,358
|
|
|
$
|
49,031
|
|
|
$
|
14,247,811
|
|
|
|
2018
|
|
$
|
425,000
|
|
|
$
|
37,188
|
|
|
$
|
—
|
|
|
$
|
1,085,370
|
|
|
$
|
632,188
|
|
|
$
|
4,250
|
|
|
$
|
2,183,996
|
|
|
|
2017
|
|
$
|
425,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
478,125
|
|
|
$
|
10,800
|
|
|
$
|
913,925
|
|
Robert L. Lane (1)
(Executive Vice President and Chief Financial Officer) |
|
2019
|
|
$
|
203,045
|
|
|
$
|
—
|
|
|
$
|
836,992
|
|
|
$
|
—
|
|
|
$
|
154,652
|
|
|
$
|
1,312
|
|
|
$
|
1,196,001
|
|
Kris Hillstrand
(Executive Vice President of Technology and Service Operations) |
|
2019
|
|
$
|
325,000
|
|
|
$
|
—
|
|
|
$
|
807,109
|
|
|
$
|
—
|
|
|
$
|
279,304
|
|
|
$
|
156,921
|
|
|
$
|
1,568,334
|
|
|
|
2018
|
|
$
|
317,708
|
|
|
$
|
16,250
|
|
|
$
|
—
|
|
|
$
|
164,450
|
|
|
$
|
276,250
|
|
|
$
|
67,264
|
|
|
$
|
841,922
|
|
|
|
2017
|
|
$
|
300,000
|
|
|
$
|
22,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
202,500
|
|
|
$
|
54,650
|
|
|
$
|
579,650
|
|
Walter A. Baker
(Executive Vice President, General Counsel and Secretary |
|
2019
|
|
$
|
314,167
|
|
|
$
|
—
|
|
|
$
|
779,600
|
|
|
$
|
—
|
|
|
$
|
230,400
|
|
|
$
|
11,281
|
|
|
$
|
1,335,448
|
|
|
|
2018
|
|
$
|
287,500
|
|
|
$
|
10,695
|
|
|
$
|
—
|
|
|
$
|
542,217
|
|
|
$
|
191,250
|
|
|
$
|
9,000
|
|
|
$
|
1,040,662
|
|
John Santo Salvo
(Executive Vice President of Channel Operations and Chief of Procurement) |
|
2019
|
|
$
|
300,000
|
|
|
$
|
—
|
|
|
$
|
671,500
|
|
|
$
|
—
|
|
|
$
|
216,000
|
|
|
$
|
11,200
|
|
|
$
|
1,198,700
|
|
|
|
2018
|
|
$
|
294,167
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
189,750
|
|
|
$
|
172,125
|
|
|
$
|
11,000
|
|
|
$
|
667,042
|
|
|
|
2017
|
|
$
|
266,875
|
|
|
$
|
14,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
126,000
|
|
|
$
|
10,800
|
|
|
$
|
417,675
|
|
(1)
|
Mr. Lane joined the Company on May 22, 2019, and his compensation reflects pro-ration for his partial year of service.
|
(2)
|
The amounts disclosed in this column reflect the non-formulaic cash bonus awards earned for performance in the designated fiscal year but which are paid in March of the following fiscal year.
|
(3)
|
The amounts disclosed in this column include the grant date fair value of the restricted stock awards granted to each named executive officer. Under SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The grant date fair value of the awards is calculated using the closing price of our common stock on the date of grant. For additional information, see Note 15 to our consolidated financial statements in our 2019 Form 10-K. For 2019, the amounts also include the grant date fair value of the restricted stock award granted as part of the Short-Term Incentive Plan compensation as follows:
|
Name
|
|
Grant Date Fair Value of
Short-Term Incentive Award |
||
William J. Berger
|
|
$
|
385,758
|
|
Robert L. Lane
|
|
$
|
86,992
|
|
Kris W. Hillstrand
|
|
$
|
157,109
|
|
Walter A. Baker
|
|
$
|
129,600
|
|
John Santo Salvo (a)
|
|
$
|
221,500
|
|
(4)
|
The amounts disclosed in this column represent the aggregate grant date fair value of non-qualified stock options granted to each named executive officer. Under SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The grant date fair value of the awards is calculated using the closing price of our common stock on the date of grant. For additional information, see Note 15 to our consolidated financial statements in our 2019 Form 10-K.
|
(5)
|
The amounts disclosed in this column reflect the formulaic cash bonus awards earned for performance in the designated fiscal year but which are paid in March of the following fiscal year. See “Compensation Discussion and Analysis Components of Our Executive Compensation Program Annual Incentive Bonuses.” In March 2018, we entered into a Bonus Agreement with Mr. Berger (the “Bonus Agreement”) which provided that each year beginning January 1, 2019, one-fourth of the outstanding loan balance (and related accrued and unpaid interest) under the promissory notes executed by Mr. Berger and Jackson Leigh Ventures, LLC, an entity controlled by Mr. Berger, in favor of Sunnova Energy Corporation, in combined aggregate principal amounts totaling $1,702,523 (the “JLV Notes”), was to be forgiven provided that Mr. Berger remained employed through each applicable forgiveness date, such that the full amount of the JLV Notes would be forgiven as of January 1, 2022. In connection with the Bonus Agreement, Mr. Berger’s historical employment agreement was amended to increase his bonus potential to 175% of base salary (from 125% of base salary). In the event that Mr. Berger’s employment was terminated due to his death or permanent disability, the Bonus Agreement provided that the full amount of the then outstanding balance of the JLV Notes (and related accrued interest) would be forgiven. In January 2019, one-fourth of the balance of the JLV Notes was forgiven pursuant to the Bonus Agreement. On June 20, 2019, as additional bonus compensation, the remaining principal and interest in the amount of $1,374,896 associated with the JLV Notes was forgiven, and Sunnova Energy Corporation agreed to pay Mr. Berger a bonus to reimburse him for the expected tax liability associated with such forgiveness of $892,039. Amounts in this column for Mr. Berger for 2018 include a payment of $166,695 made in January 2019 as an advance payment of a portion of Mr. Berger’s bonus otherwise payable in March 2019, and was designed to cover the tax withholding required in connection with loan forgiveness provided under the terms of Mr. Berger’s Bonus Agreement. For 2019, the amount includes, as additional bonus compensation, $1,800,527 associated with the forgiveness of the remaining JLV Notes, and the payment of a bonus as a reimbursement for the expected tax liability associated with such forgiveness of $892,039.
|
(6)
|
All other compensation for 2019 includes the following amounts:
|
Name
|
|
401(k)
Match(a) |
|
Dual
Living(b) |
|
Travel
Reimbursement |
|
Spousal
Travel(c) |
|
Prizes -
Gift Cards |
|
Total
|
||||||||||||
William J. Berger
|
|
$
|
11,200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37,831
|
|
|
$
|
—
|
|
|
$
|
49,031
|
|
Robert L. Lane
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,287
|
|
|
$
|
25
|
|
|
$
|
1,312
|
|
Kris W. Hillstrand
|
|
$
|
11,200
|
|
|
$
|
84,946
|
|
|
$
|
60,000
|
|
|
$
|
775
|
|
|
$
|
—
|
|
|
$
|
156,921
|
|
Walter A. Baker
|
|
$
|
11,200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
81
|
|
|
$
|
11,281
|
|
John Santo Salvo
|
|
$
|
11,200
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,200
|
|
Name
|
|
Grant
Date |
|
All Other
Stock Awards: Number of Shares(a) |
|
Grant Date
Fair Value of Stock Awards(b) |
|||
William J. Berger
|
|
7/29/2019
|
|
833,333
|
|
|
$
|
10,000,000
|
|
Robert L. Lane
|
|
7/29/2019
|
|
62,500
|
|
|
$
|
750,000
|
|
Kris W. Hillstrand
|
|
7/29/2019
|
|
54,166
|
|
|
$
|
650,000
|
|
Walter A. Baker
|
|
7/29/2019
|
|
54,166
|
|
|
$
|
650,000
|
|
John Santo Salvo
|
|
7/29/2019
|
|
37,500
|
|
|
$
|
450,000
|
|
(a)
|
These restricted stock unit awards were made pursuant to our 2019 Long-Term Incentive Plan and vest one third per year over three years except for the award to William J. Berger which vests one seventh per year over seven years.
|
(b)
|
The amounts disclosed in this column represent the aggregate grant date fair value of the restricted stock unit awards granted to each named executive officer. Under SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The grant date fair value of the awards is calculated using the closing price of our common stock on the date of grant and assumes the achievement of target level of performance conditions for the awards. For additional information, see Note 15 to our consolidated financial statements in our 2019 Form 10-K.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||
Name
|
|
Number of
Securities underlying unexercised options exercisable |
|
Number of
securities underlying unexercised options unexercisable(1) |
|
Option
exercise price |
|
Option
expiration date |
|
Number of
shares or units of stock that have not vested (2) |
|
Market value
of share or units that have not vested(3) |
|||||||
William J. Berger
|
|
423,469
|
|
|
47,052
|
|
|
$
|
24.87
|
|
|
4/7/2026
|
|
|
|
|
|||
|
|
1,058,673
|
|
|
117,630
|
|
|
$
|
12.44
|
|
|
4/7/2026
|
|
|
|
|
|||
|
|
24,432
|
|
|
16,288
|
|
|
$
|
27.16
|
|
|
4/2/2028
|
|
|
|
|
|||
|
|
85,897
|
|
|
57,266
|
|
|
$
|
13.58
|
|
|
4/2/2028
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
833,333
|
|
|
$
|
9,299,996
|
|
||||
Total
|
|
1,592,471
|
|
|
238,236
|
|
|
|
|
|
|
833,333
|
|
|
$
|
9,299,996
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Robert L. Lane
|
|
—
|
|
|
—
|
|
|
|
|
|
|
62,500
|
|
|
$
|
697,500
|
|
||
Total
|
|
—
|
|
|
—
|
|
|
|
|
|
|
62,500
|
|
|
$
|
697,500
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Kris W. Hillstrand
|
|
62,578
|
|
|
6,953
|
|
|
$
|
24.87
|
|
|
4/7/2026
|
|
|
|
|
|||
|
|
156,446
|
|
|
17,382
|
|
|
$
|
12.44
|
|
|
4/7/2026
|
|
|
|
|
|||
|
|
3,857
|
|
|
2,572
|
|
|
$
|
27.16
|
|
|
4/2/2028
|
|
|
|
|
|||
|
|
12,858
|
|
|
8,573
|
|
|
$
|
13.58
|
|
|
4/2/2028
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
54,166
|
|
|
$
|
604,493
|
|
||||
Total
|
|
235,739
|
|
|
35,480
|
|
|
|
|
|
|
54,166
|
|
|
$
|
604,493
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Walter A. Baker
|
|
38,576
|
|
|
25,718
|
|
|
$
|
24.87
|
|
|
1/2/2028
|
|
|
|
|
|||
|
|
90,012
|
|
|
60,009
|
|
|
$
|
12.44
|
|
|
1/2/2028
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
54,166
|
|
|
$
|
604,493
|
|
||||
Total
|
|
128,588
|
|
|
85,727
|
|
|
|
|
|
|
54,166
|
|
|
$
|
604,493
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
John Santo Salvo
|
|
7,530
|
|
|
1,882
|
|
|
$
|
24.87
|
|
|
4/7/2026
|
|
|
|
|
|||
|
|
18,825
|
|
|
4,707
|
|
|
$
|
12.44
|
|
|
4/7/2026
|
|
|
|
|
|||
|
|
588
|
|
|
253
|
|
|
$
|
24.87
|
|
|
4/15/2027
|
|
|
|
|
|||
|
|
11,412
|
|
|
4,891
|
|
|
$
|
12.44
|
|
|
4/15/2027
|
|
|
|
|
|||
|
|
48,672
|
|
|
20,859
|
|
|
$
|
24.87
|
|
|
5/15/2027
|
|
|
|
|
|||
|
|
75,010
|
|
|
32,148
|
|
|
$
|
12.44
|
|
|
5/15/2027
|
|
|
|
|
|||
|
|
3,857
|
|
|
2,572
|
|
|
$
|
27.16
|
|
|
4/2/2028
|
|
|
|
|
|||
|
|
15,430
|
|
|
10,287
|
|
|
$
|
13.58
|
|
|
4/2/2028
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
37,500
|
|
|
$
|
418,500
|
|
||||
Total
|
|
181,324
|
|
|
77,599
|
|
|
|
|
|
|
37,500
|
|
|
$
|
418,500
|
|
Number of shares of
common stock to be issued upon exercise of outstanding options, warrants and rights (1) |
|
Weighted-average
exercise price of outstanding options, warrants and rights (2) |
|
Number of shares of common
stock available for future issuance under equity compensation plans (excluding securities to be issued upon exercise of outstanding options) (3) |
5,730,448
|
|
$15.86
|
|
3,803,179
|
(1)
|
This column reflects all shares of common stock subject to outstanding options and RSUs granted under the following plans as of December 31, 2019: the 2013 Stock Option Plan of Sunnova Energy Corporation, the Stock Option Plan of Sunnova Energy Corporation and the 2019 Long-Term Incentive Plan (“LTIP”).
|
(2)
|
The weighted average exercise price relates solely to outstanding stock options since shares subject to the RSUs have no exercise price.
|
(3)
|
The number of shares for issuance under the LTIP will be increased on the first day of each fiscal year beginning with the 2020 fiscal year, in an amount equal to the lesser of (i) the Company’s common stock on the last day of the immediately preceding fiscal year or (ii) such number of shares determined by our Board.
|
Executive
|
|
Benefit
|
|
Change of
Control without Termination |
|
Change of
Control with Termination w/o Cause or for Good Reason |
|
Termination
by Executive |
|
Retirement
|
|
Death or
Disability(1) |
|
Termination
Without Cause or prior to Change of Control |
||||||||||||
William J. Berger
|
|
Salary
|
|
$
|
—
|
|
|
$
|
900,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
225,000
|
|
|
|
Bonus
|
|
—
|
|
|
1,687,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
675,000
|
|
||||||
|
|
Benefit Continuation
|
|
—
|
|
|
29,650
|
|
|
—
|
|
|
—
|
|
|
29,650
|
|
|
7,461
|
|
||||||
|
|
Stock Awards (2)
|
|
9,299,996
|
|
|
9,299,996
|
|
|
—
|
|
|
—
|
|
|
9,299,996
|
|
|
—
|
|
||||||
|
|
Option Awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
Total
|
|
$
|
9,299,996
|
|
|
$
|
11,917,146
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,329,646
|
|
|
$
|
907,461
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Robert L. Lane
|
|
Salary
|
|
$
|
—
|
|
|
$
|
700,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
175,000
|
|
|
|
Bonus
|
|
—
|
|
|
525,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
262,500
|
|
||||||
|
|
Benefit Continuation
|
|
—
|
|
|
29,650
|
|
|
—
|
|
|
—
|
|
|
|
|
7,461
|
|
|||||||
|
|
Stock Awards (2)
|
|
697,500
|
|
|
697,500
|
|
|
—
|
|
|
—
|
|
|
697,500
|
|
|
—
|
|
||||||
|
|
Option Awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
Total
|
|
$
|
697,500
|
|
|
$
|
1,952,150
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
697,500
|
|
|
$
|
444,961
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Kris Hillstrand
|
|
Salary
|
|
$
|
—
|
|
|
$
|
650,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
162,500
|
|
|
|
Bonus
|
|
—
|
|
|
487,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
243,750
|
|
||||||
|
|
Benefit Continuation
|
|
—
|
|
|
29,650
|
|
|
—
|
|
|
—
|
|
|
29,650
|
|
|
7,461
|
|
||||||
|
|
Stock Awards (2)
|
|
604,493
|
|
|
604,493
|
|
|
—
|
|
|
—
|
|
|
604,493
|
|
|
—
|
|
||||||
|
|
Option Awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
Total
|
|
$
|
604,493
|
|
|
$
|
1,771,643
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
634,143
|
|
|
$
|
413,711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Walter A. Baker
|
|
Salary
|
|
$
|
—
|
|
|
$
|
640,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
160,000
|
|
|
|
Bonus
|
|
—
|
|
|
480,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
240,000
|
|
||||||
|
|
Benefit Continuation
|
|
—
|
|
|
29,650
|
|
|
—
|
|
|
—
|
|
|
29,650
|
|
|
7,461
|
|
||||||
|
|
Stock Awards (2)
|
|
604,493
|
|
|
604,493
|
|
|
—
|
|
|
—
|
|
|
604,493
|
|
|
—
|
|
||||||
|
|
Option Awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
Total
|
|
$
|
604,493
|
|
|
$
|
1,754,143
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
634,143
|
|
|
$
|
407,461
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
John Santo Salvo
|
|
Salary
|
|
$
|
—
|
|
|
$
|
600,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
150,000
|
|
|
|
Bonus
|
|
—
|
|
|
450,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225,000
|
|
||||||
|
|
Benefit Continuation
|
|
—
|
|
|
29,650
|
|
|
—
|
|
|
—
|
|
|
29,650
|
|
|
7,461
|
|
||||||
|
|
Stock Awards (2)
|
|
418,500
|
|
|
418,500
|
|
|
—
|
|
|
—
|
|
|
418,500
|
|
|
—
|
|
||||||
|
|
Option Awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
Total
|
|
$
|
418,500
|
|
|
$
|
1,498,150
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
448,150
|
|
|
$
|
382,461
|
|
(1)
|
Benefit continuation for death or disability only occurs following a change in control.
|
(2)
|
Amount determined by the product of $11.16, the closing price of our stock as of December 31, 2019, and the number of shares that have not vested.
|
Name and Address
|
|
Number of
Shares Beneficially Owned |
|
Percent
of Class |
||
Energy Capital Partners III, LLC(1)
51 John F. Kennedy Parkway, Suite 200 Short Hills, NJ 07078 |
|
38,352,957
|
|
|
45.7
|
%
|
Newlight Partners LP(2)
390 Park Avenue New York, NY 10022-4608 |
|
9,635,161
|
|
|
11.5
|
%
|
Entities Affiliated with Elk Mountain Ltd.(3)
100 Waugh Drive #400 Houston, TX 77007 |
|
4,455,660
|
|
|
5.3
|
%
|
(1)
|
The information set forth above was obtained from a Schedule 13G dated February 10, 2020, filed with the SEC jointly by ECP ControlCo, LLC (“ControlCo”), Energy Capital Partners III, LLC (“Energy Capital Partners”), Energy Capital Partners GP III, LP (“ECP GP”), Energy Capital Partners III, LP (“ECP III”), Energy Capital Partners III-A, LP (“ECP-A”), Energy Capital Partners III-B, LP (”ECP-B”), Energy Capital Partners III-C, LP (“ECP-C”), Energy Capital Partners III-D, LP (“ECP-D”), Energy Capital Partners GP III Co-Investment (Sunnova), LLC (“ECP Co-Invest GP”) and Energy Capital Partners III (Sunnova Co-Invest), LP (“ECP Co-Invest” and, collectively with ECP III, ECP-A, ECP-B, ECP-C and ECP-D, the “ECP Holders”). ECP III directly holds 528,150 shares of our common stock, ECP-A directly holds 17,779,378 shares of our common stock, ECP-B directly holds 2,147,150 shares of our common stock, ECP-C directly holds 7,350,272 shares of our common stock, ECP-D directly holds 9,071,496 shares of our common stock and ECP Co-Invest directly holds 1,476,511 shares of our common stock. The shares were issued to the ECP Holders in our initial public offering in exchange for preferred shares of our predecessor entity held by the ECP Holders prior to the initial public offering. Each of ECP, ECP-A, ECP-B, ECP-C and ECP-D is controlled by its general partner, ECP GP. ECP GP is controlled by its general partner, Energy Capital Partners. ECP Co-Invest is managed by its general partner, ECP Co-Invest GP, which is managed by its sole member, Energy Capital Partners. Energy Capital Partners is wholly owned and controlled by ControlCo. Douglas W. Kimmelman, Peter Labbat, Tyler Reeder, Andrew D. Singer and Rahman D’Argenio are the managing members ControlCo and share the power to direct the voting and disposition of the shares beneficially owned by Energy Capital Partners. Each such individual disclaims beneficial ownership of such shares.
|
(2)
|
The information set forth above concerning shares of common stock beneficially owned by Newlight Partners LP (“Newlight”) was obtained from a Schedule 13G dated February 12, 2020, filed with the SEC jointly by Newlight, Newlight GP, LLC, Ravi Yadav and David Wassong. QSIP LP directly holds 9,635,161 shares of our common stock. The shares were issued to QSIP LP in our initial public offering in exchange for preferred shares of our predecessor entity held by QSIP LP or one of its affiliates prior to the initial public offering. Pursuant to an investment management agreement, QSIP LP and certain of its affiliates have delegated sole voting and dispositive power over the shares to Newlight Partners LP. The general partner of Newlight Partners LP is Newlight GP LLC. The sole members of Newlight GP LLC are Ravi Yadav and David Wassong.
|
(3)
|
Consists of 3,954,579 shares of common stock held by Elk Mountain Ltd. and 501,081 shares of common stock held by Minion Trail Ltd. Elk Mountain Ltd. and Minion Trail Ltd. are collectively controlled by Russell Gordy, a former director of Sunnova Energy Corporation.
|
Name of Beneficial Owner(1)
|
|
Number of
Shares Beneficially Owned |
|
Percent
of Class |
||
Anne S. Andrew (2)
|
|
15,000
|
|
|
*
|
|
Walter A. Baker (3)
|
|
150,019
|
|
|
*
|
|
William J. Berger (4)
|
|
1,991,230
|
|
|
2.1
|
%
|
Rahman D'Argenio (5)
|
|
—
|
|
|
—
|
|
Matthew DeNichilo
|
|
—
|
|
|
—
|
|
Kris W. Hillstrand (6)
|
|
263,860
|
|
|
*
|
|
Doug Kimmelman (5)
|
|
—
|
|
|
—
|
|
Robert L. Lane (7)
|
|
15,000
|
|
|
*
|
|
Mark Longstreth (8)
|
|
—
|
|
|
—
|
|
Michael C. Morgan (9)
|
|
1,971,875
|
|
|
2.3
|
%
|
John T. Santo Salvo (10)
|
|
190,551
|
|
|
*
|
|
C. Park Shaper (11)
|
|
1,753,199
|
|
|
2.1
|
%
|
Scott D. Steimer
|
|
—
|
|
|
—
|
|
All Executive Officers and Directors as a Group (15 Persons) (12)
|
|
6,692,548
|
|
|
7.7
|
%
|
(1)
|
Unless otherwise indicated, the address for each listed stockholder is: c/o Sunnova Energy international Inc., 20 East Greenway Plaza, Suite 475, Houston, Texas 77046.
|
(2)
|
Consists of 15,000 shares of common stock purchased in the open market.
|
(3)
|
Consists of shares of common stock issuable upon the exercise of stock options.
|
(4)
|
Consists (i) 31,564 owned by Mr. Berger, (ii) 176,653 owned by Jackson Leigh Ventures LLC for which Mr. Berger serves as managing member, (iii) 7,471 held in the executive’s IRA, and (iv) 1,775,542 shares of common stock issuable upon the exercise of stock options.
|
(5)
|
Mr. D’Argenio and Mr. Kimmelman are each a Managing Member of ControlCo, LLC and may be deemed to beneficially own shares owned by ControlCo and certain of its sponsored funds (the “ECP Funds”), which collectively own 38,352,957 shares of common stock. Mr. Kimmelman and Mr. D’Argenio disclaim beneficial ownership of any common stock beneficially owned by the ECP Funds.
|
(6)
|
Consists of (i) 1,000 shares of common stock purchased in the open market and (ii) 262,860 shares of common stock issuable upon the exercise of stock options.
|
(7)
|
Consists of 15,000 shares of common stock purchased in the open market.
|
(8)
|
Mr. Longstreth is a Partner at Newlight Partners LP (“Newlight Partners”) and may be deemed to beneficially own shares owned by QSIP LP. Mr. Longstreth disclaims beneficial ownership of any common stock beneficially owned by QSIP or Newlight Partners.
|
(9)
|
Consists of (i) 1,852,757 shares held by Triangle Peak Partners II, LP and TPP II Annex Fund, LP, for which Mr. Morgan serves as Chairman and CEO of the managing entity of such funds, (ii) 94,118 shares held by Portcullis Partners, LP, for which Mr. Morgan serves as President and (iii) 25,000 shares held Porticullis Investments, LP, for which Mr. Morgan serves as Manager of the general partner.
|
(10)
|
Consists of (i) 1,000 shares of common stock purchased in the open market, (ii) 6 shares of common stock held indirect and (iii) 189,545 shares of common stock issuable upon the exercise of stock options.
|
(11)
|
Consists of 1,753,199 shares held by SEIS Holdings LLC for which Mr. Shaper serves as CEO. Mr. Shaper may be deemed to beneficially own securities beneficially owned by SEIS Holdings LLC.
|
(12)
|
Consists of (i) 3,972,768 shares of common stock beneficially owned by our named executive officers and (ii) 2,719,780 shares of common stock issuable from the exercise of stock options pursuant to the prior options plans.
|
(a)
|
is a type of relationship addressed in:
|
•
|
Item 404 of Regulation S-K, as amended, of the Securities and Exchange Commission, or
|
•
|
Section 303A.02, as amended, of the NYSE Listed Company Manual (the “NYSE Rules”),
|
|
Year Ended
December 31, |
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Audit fees(1)
|
$
|
1,270,425
|
|
|
$
|
1,022,380
|
|
Audit-related fees(2)
|
1,260,100
|
|
|
220,000
|
|
||
Tax fees (3)
|
—
|
|
|
—
|
|
||
All other fees (4)
|
900
|
|
|
900
|
|
||
Total
|
$
|
2,531,425
|
|
|
$
|
1,243,280
|
|
1)
|
Audit fees include financial statement audits and reviews under statutory or regulatory requirements and services that generally only the auditor reasonably can provide, including consents for debt and equity issuances and other attest services required by statute or regulation.
|
2)
|
Audit related fees consist of assurance and related services that are traditionally performed by the auditor such as comfort letter work in connection with registration statements, including the initial public offering, accounting assistance and due diligence in connection with proposed acquisitions or sales, consultations concerning financial accounting and reporting standards and audits of stand-alone financial statements or other assurance services not required by statute or regulation.
|
3)
|
No tax services were provided in either of the reported periods.
|
4)
|
All other fees primarily reflect accounting research software license costs.
|
|
Year Ended
December 31, 2019 |
||
|
(in millions)
|
||
Revenue
|
$
|
131.6
|
|
Principal proceeds from customer notes receivable, net of related revenue
|
20.0
|
|
|
Interest income from customer notes receivable
|
11.6
|
|
|
Straight-line revenue adjustment on lease revenue
|
(8.2
|
)
|
|
Lease performance guaranty obligation adjustment
|
(2.5
|
)
|
|
Loan performance guaranty obligation adjustment
|
(0.6
|
)
|
|
EZ PPA adjustment
|
3.3
|
|
|
Distributions to tax equity investors
|
(7.6
|
)
|
|
Operating, maintenance and administrative expenses associated with our solar service agreements
|
(9.4
|
)
|
|
Impairments
|
1.8
|
|
|
Realized Gross Contracted Customer Value
|
$
|
140.0
|
|
|
SUNNOVA ENERGY INTERNATIONAL INC.
|
|
|
|
|
Date: March 6, 2020
|
By:
|
/s/ William J. Berger
|
|
|
William J. Berger
|
|
|
Chief Executive Officer and Director
|
|
|
(Principal Executive Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ William J. Berger
|
|
Chief Executive Officer and Director
|
|
March 6, 2020
|
William J. Berger
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Robert L. Lane
|
|
Chief Financial Officer
|
|
March 6, 2020
|
Robert L. Lane
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Anne Slaughter Andrew
|
|
Director
|
|
March 6, 2020
|
Anne Slaughter Andrew
|
|
|
|
|
|
|
|
|
|
/s/ Rahman D'Argenio
|
|
Director
|
|
March 6, 2020
|
Rahman D'Argenio
|
|
|
|
|
|
|
|
|
|
/s/ Matt DeNichilo
|
|
Director
|
|
March 6, 2020
|
Matt DeNichilo
|
|
|
|
|
|
|
|
|
|
/s/ Doug Kimmelman
|
|
Director
|
|
March 6, 2020
|
Doug Kimmelman
|
|
|
|
|
|
|
|
|
|
/s/ Michael C. Morgan
|
|
Director
|
|
March 6, 2020
|
Michael C. Morgan
|
|
|
|
|
|
|
|
|
|
/s/ C. Park Shaper
|
|
Director
|
|
March 6, 2020
|
C. Park Shaper
|
|
|
|
|
|
|
|
|
|
/s/ Mark Longstreth
|
|
Director
|
|
March 6, 2020
|
Mark Longstreth
|
|
|
|
|
|
|
|
|
|
/s/ Scott Steimer
|
|
Director
|
|
March 6, 2020
|
Scott Steimer
|
|
|
|
|
Date:
|
March 6, 2020
|
|
/s/ William J. Berger
|
|
|
|
|
William J. Berger
|
|
|
|
|
Chief Executive Officer
|
|
Date:
|
March 6, 2020
|
|
/s/ Robert L. Lane
|
|
|
|
|
Robert L. Lane
|
|
|
|
|
Chief Financial Officer
|
|