UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

VIVINT SOLAR, INC.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

VIVINT SOLAR, INC.

1800 West Ashton Blvd.

Lehi, Utah 84043

NOTICE OF 20192020 ANNUAL MEETING OF STOCKHOLDERS

to be held June 27, 201910, 2020

TO STOCKHOLDERS OF VIVINT SOLAR, INC.:

The 20192020 Annual Meeting of Stockholders of Vivint Solar, Inc., or Vivint Solar, a Delaware corporation, will be heldconducted solely online via live webcast at www.meetingcenter.io/229871641 onThursday,Wednesday, June 27, 2019,10, 2020, at 9:00 a.m. Mountain Time, at our corporate headquarters located at 1800 West Ashton Blvd., Lehi, Utah 84043, for the following purposes as more fully described in the accompanying proxy statement for the 20192020 Annual Meeting:Meeting to:

The record date for the 20192020 Annual Meeting is April 29, 2019.16, 2020. If you held Vivint Solar common stock at the close of business on that date, you are entitled to vote at the meeting. Additional information regarding voting rights and the matters to be voted upon is presented in our proxy statement.

In light of theCOVID-19 outbreak, for the safety and well-being of our stockholders and employees, and taking into account the protocols of local, state and federal governments, we have determined that the 2020 Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physicalin-person meeting. If you plan to participate in the virtual meeting, please see the Q&A in “General Instructions.” Stockholders will be able to attend, vote and submit questions from any location via the Internet.

We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice, containing instructions on how to access our proxy statement for our annual meeting and our annual report to stockholders over the Internet. The Notice provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of our proxy materials and annual report by mail.mail or e-mail. The Notice, our proxy statement and our 20192020 Annual Report to Stockholders can be accessed directly at the following Internet address:www.edocumentview.com/vslr, using the control number located on the Notice or, if you requested to receive a printed copy of the proxy materials, your accompanying proxy card.

We appreciate your continued support of Vivint Solar and look forward to either greeting you personally at the virtual meeting or receiving your proxy.

By order of the Board of Directors,

David Bywater

Chief Executive Officer

May 6, 2019April 28, 2020

Lehi, Utah

PROXY STATEMENT

FOR 2019 ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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VIVINT SOLAR, INC.

1800 West Ashton Blvd.

Lehi, Utah 84043

PROXY STATEMENT

FOR 2020 ANNUAL MEETING OF STOCKHOLDERS

to be held on Thursday,Wednesday, June 27, 201910, 2020 at 9:00 a.m. Mountain Time

This proxy statement and the accompanying proxy card are furnished in connection with solicitation of proxies by our board of directors for use at the 20192020 Annual Meeting of Stockholders of Vivint Solar, or the 20192020 Annual Meeting, to be heldconducted solely online via live webcast at www.meetingcenter.io/229871641 on Thursday,Wednesday, June 27, 2019,10, 2020, at 9:00 a.m. Mountain Time, at our corporate headquarters located at 1800 West Ashton Blvd., Lehi, Utah 84043, and for any postponements, adjournments or continuations thereof. On or about May 6, 2019,April 28, 2020, we first mailed to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice, containing instructions on how to access our proxy statement for our annual meeting and our annual report to stockholders and how to submit your proxy for the 20192020 Annual Meeting.

GENERAL INFORMATION

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our business and affairs are managed under the direction of our board of directors, which is currently composed of eight members. Because we qualify as a “controlled company” under the corporate governance rules for New York Stock Exchange, or NYSE-listed companies, we are not required to comply with certain corporate governance standards including the requirement to have a majority of our board of directors be independent. SeeSee “Board of Directors and Corporate Governance — Controlled Company Exemption.”Our board of directors is divided into three staggered classes of directors. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring.

Each director’s term continues until his or her successor is duly elected and qualified or until his or her death, resignation or removal. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist ofone-third of the directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our company.

The following table sets forth the names and certain other information for each of the nominees for election as a director and for each of the continuing members of the board of directors as of April 30, 2019.March 31, 2020. Directors elected at the 20192020 Annual Meeting will serve until our 20222023 annual meeting of stockholders, or until their successors are duly elected and qualified.

Nominees for Director

David Bywaterhas served as our chief executive officer since December 2016. Mr. Bywater also served as our interim president and chief executive officer from May 2016 until his appointment as our permanent chief executive officer in December of 2016. Prior to joining

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Vivint Solar, Mr. Bywater served as the chief operating officer of Vivint, Inc. since July 2013. Prior to that, Mr. Bywater served as executive vice president and corporate officer for Xerox Corporation, and was the chief operating officer of its State Government Services from 2010 to July 2013. Prior to that, from 2003 to 2010, Mr. Bywater worked at Affiliated Computer Services. From 1999 to 2003, Mr. Bywater was a senior manager at Bain & Company. Mr. Bywater holds a B.S. in economics from Brigham Young University and an MBA from Harvard Business School. Mr. Bywater has specific attributes that qualify him to serve as a member of our board of directors, including his role serving as our chief executive officer, his experience with thedirect-to-home sales model and his experience with public companies.

Ellen S. Smithhas served as a member of our board of directors since March 2020. Ms. Smith is a senior managing director, corporate finance, power and utilities at FTI Consulting, Inc., a global consultancy firm, which she joined in 2013. Prior to joining FTI Consulting, Inc., Ms. Smith was executive vice president and chief operations officer at National Grid, USA, a multinational power, gas and electricity generation company, from 2009 to 2013. Before that, she worked for Hess Corp, Pratt & Whitney and General Electric Power Systems. Ms. Smith currently serves on the board of trustees of Union College, and she previously served on the board of directors of National Grid USA from 2009 to 2013 and Granite Services from 1994 to 1996. Ms. Smith received a Bachelor of Science and a Master of Engineering from Union College. Ms. Smith has specific attributes that qualify her to serve as a member of our board of directors, including her extensive operations and leadership experience in the energy industry.

Peter F. Wallace has served as a member of our board of directors since November 2012 and chairman of the board since March 2014. Mr. Wallace is a senior managing director in Blackstone’s Private Equity Group, which he joined in 1997. Mr. Wallace serves on the board of directors of Vivint Smart Home (NYSE: VVNT), Alight Solutions, Inc., Outerstuff, Service King, Tradesmen International and The Weather Channel Companies. Mr. Wallace was formerly a director of AlliedBarton Security Services, Michaels Stores, Inc., GCA Services, New Skies Satellites Holdings Ltd. and SeaWorld Entertainment. Mr. Wallace holds a B.A in government from Harvard College. Mr. Wallace has specific attributes that qualify him to serve as a member of our board of directors, including his experience in private equity and his experience as a director of other public companies.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Continuing Directors

Class I Directors continuing in Office until the 2021 Annual Meeting of Stockholders

Todd R. Pedersen is aco-founder of Vivint Solar and has served as a member of our board of directors since November 2012 and served as our chief executive officer from August 2011 through January 2013. Mr. Pedersen founded Vivint, Inc. in 1999, and currently serves as the chief executive officer and a director of Vivint Smart Home (NYSE: VVNT). Mr. Pedersen also serves on the board of directors of APX Group Holdings, Inc. Mr. Pedersen was named the Ernst & Young Entrepreneur of the Year 2010 in the services category for the Utah Region. Mr. Pedersen attended Brigham Young University. Mr. Pedersen has specific attributes that qualify him to serve as a member of our board of directors, including his historical knowledge of our company and his experience with thedirect-to-home sales model.

Joseph S. Tibbetts, Jr.has served as a member of our board of directors since August 2014. From March 2017 to March 2018, Mr. Tibbetts served as the interim chief financial officer of Acquia Corporation, a private company that is a leading provider of cloud-based, digital experience management solutions. Prior to that Mr. Tibbetts served as the senior vice president and chief financial officer of Publicis Sapient, part of Publicis Group SA, from February 2015, when Publicis acquired Sapient Corporation, to September 2015. Prior to that Mr. Tibbetts served as senior vice president and global chief financial officer of Sapient Corporation from October 2006 to February 2015. He began serving as Sapient Corporation’s treasurer in December 2012 and was reappointed as Sapient Corporation’s chief accounting officer in June 2013, a role he previously held from 2009 to 2012. In addition to being Sapient Corporation’s chief financial officer, Mr. Tibbetts also served as Sapient Corporation’s managing director- SapientNitro Asia Pacific. Prior to joining Sapient Corporation, Mr. Tibbetts was the chief financial officer of Novell, Inc. from February 2003 to June 2006 and, prior to that, he held a variety of senior financial management positions at Charles River Ventures, Lightbridge, Inc., and SeaChange International, Inc. Mr. Tibbetts was also formerly a partner with Price Waterhouse LLP. Mr. Tibbetts currently serves on the board of directors of Vivint Smart Home (NYSE: VVNT). Mr. Tibbetts holds a B.S. in business administration from the University of New Hampshire. Mr. Tibbetts has specific attributes that qualify him to serve as a member of our board of directors, including his experience as an executive officer of several public companies and his experience as a director of both public and private companies.

Class II Directors continuing in Office until the 2022 Annual Meeting of Stockholders

David F. D’Alessandrohas served as a member of our board of directors since August 2013. Mr. D’Alessandro serves on the boards of directors of Vivint Smart Home (NYSE: VVNT) and several private companies, including APX Group Holdings, Inc.,Inc, the parent company of Vivint, Inc. Mr. D’Alessandro served as chairman of the board of directors of SeaWorld Entertainment, Inc. from 2010 until June 2017,

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through a merger with ManuLife Financial Corporation in 2004. Mr. D’Alessandro served as president and chief operating officer of ManuLife in 2004. He is a former partner of the Boston Red Sox. A graduate of Syracuse University, he holds honorary doctorates from three colleges and serves as vice chairman of Boston University.Mr. D’Alessandro has specific attributes that qualify him to serve as a member of our board of directors, including his experience as a director of public companies.

Bruce McEvoy has served as a member of our board of directors since November 2012. Mr. McEvoy is a senior managing director in the private equity group at Blackstone. Before joining Blackstone in 2006, Mr. McEvoy worked at General Atlantic from 2002 to 2004 and was a consultant at McKinsey & Company from 1999 to 2002. Mr. McEvoy currently serves on the board of directors of RGIS Inventory Specialists, MB Aerospace, APX Group Holdings, Inc., Center for Autism and Related Disorders, MB Aerospace, RGIS Inventory Specialists, TeamHealth and TeamHealth Holdings, Inc.Vivint Smart Home (NYSE: VVNT). Mr. McEvoy was formerly a director of Catalent, Performance Food Group, GCA Services, Inc., DJO Orthopedics, SeaWorld Entertainment, Inc., and Vistar Corporation. Mr. McEvoy graduated from Princeton University and Harvard Business School. Mr. McEvoy has specific attributes that qualify him to serve as a member of our board of directors, including his experience in private equity and his experience as a director of other public companies.

Jay D. Pauley has served as a member of our board of directors since September 2015. Mr. Pauley is a managing director at Summit Partners, which he joined in 2010. Prior to joining Summit Partners, Mr. Pauley was Vice President at GTCR, a private equity firm, and an associate at Apax Partners, a private equity and venture capital firm. Before that, he worked for GE Capital. Mr. Pauley currently serves on the boards of directors of Vivint Smart Home (NYSE: VVNT) and numerous private companies, including APX Group Holdings, Inc., Alert 360, DegreeOne, LLC (formerly MetroTech Super Holdings, LLC), FineLine Technologies, Inc., Harvey Performance Company, LLC MetroTech Service Corporation and Parts Town, LLC. Mr. Pauley graduated from The Ohio State University and the Wharton School at the University of Pennsylvania. Mr. Pauley has specific attributes that qualify him to serve as a member of our board of directors, including his experience in private equity and his experience as a director of numerous private companies.

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rules of the NYSE and (2) that Messrs. Tibbetts (chairman),(chairperson) and D’Alessandro and Pauley,Ms. Smith, who comprise our audit committee, satisfy the independence standards of the audit committee as established by the applicable rules of the SEC and NYSE.

Board Leadership Structure

Our board of directors is led by anon-executive chairman. Mr. Wallace serves as the chairman of the board of directors, and DavidMr. Bywater serves as the chief executive officer of our company. Our board of directors currently believes that the separation of the chairman and chief executive positions is appropriate corporate governance for us.

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Attendance of Directors at Annual Meetings of Stockholders

Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage, but do not require, directors to attend. Three members of our board of directors attended the 2019 annual meeting of stockholders.

Board Committees

Our board of directors has three standing committees — an audit committee, a compensation committee, and a nominating and corporate governance committee, each of which has the

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Our board of directors has adopted a written charter for the audit committee in compliance with the applicable rules of the SEC and the listing standards of the NYSE that is available on our website athttp://investors.vivintsolar.com/company/investors/corporate-governance/governance-documents/default.aspxgovernance-documents.

Compensation Committee

The members of our compensation committee are Messrs. Wallace, D’Alessandro and McEvoy. Mr. Wallace is the chairmanchairperson of our compensation committee. Our board of directors has determined that each of the members of our compensation committee satisfies the requirements for independence under the rules and regulations of the NYSE and the SEC. The compensation

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in accordance with its charter, our bylaws and the regular nominee criteria described above. This process is designed to ensure that the board of directors includes members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to our business. Eligible stockholders wishing to recommend a candidate for nomination should contact our corporate secretary in writing. Such recommendations must include information about the candidate, a statement of support by the recommending stockholder, evidence of the recommending stockholder’s ownership of our stock and a signed letter from the candidate confirming willingness to serve on our board of directors. The committee has discretion to decide which individuals to recommend for nomination as directors.

A stockholder of record can nominate a candidate directly for election to the board of directors by complying with the requirements and procedures in Section 2.5(ii) of our bylaws. For

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committee. Our Code of Business Conduct and Ethics is posted on the Corporate Governance portion of our website athttp://investors.vivintsolar.com/company/investors/corporate-governance/governance-documents/default.aspxgovernance-documents. We will post amendments to our Code of Business Conduct or waivers of our Code of Business Conduct for directors and executive officers on the same website.

Risk Management

Our board of directors has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting by our board committees. Our audit committee represents the board of directors by periodically reviewing our accounting, reporting and financial practices, including the integrity of our

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20182019 Director Compensation Table

The following table provides information concerning compensation earned by ournon-employee directors during 2018.2019.

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In addition, other than Messrs. Dunn, McEvoy, Pauley, Pedersen and Wallace, who have waived their right to receive equity compensation under this policy, eachnon-employee director is eligible to be granted an annual restricted stock unit award with a fair value equal to $130,000 on the date of each of our annual stockholder meetings. Any person who becomes anon-employee director will receive a restricted stock unit award with a value equal to $130,000 multiplied by a fraction, the numerator of which is the number of months between the grant date and the anticipated month of our next annual stockholder meeting and the denominator of which is 12. The anticipated month of our annual stockholder meeting is deemed to be the anniversary month of our last annual stockholder meeting preceding the grant date. The number of shares subject to the restricted stock unit awards will be determined by the closing price of our shares on the grant date of such award. Each restricted stock unit award will vest as to 100% of the underlying shares on the earlier of the first anniversary of the date of grant and the date of our next annual stockholder meeting first occurring after the date of grant, subject to continued service as a board member through such date. In the event of a change of control, eachnon-employee director will fully vest in his or her restricted stock unit awards.

Compensation Committee Interlocks and Insider Participation

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PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of the board of directors has appointed Ernst & Young LLP, or EY, independent registered public accountants, to audit our financial statements for the year ending December 31, 2019.2020. During the year ended December 31, 2018,2019, EY served as our independent registered public accounting firm.

Notwithstanding its selection and even if our stockholders ratify the selection, our audit committee, in its discretion, may appoint another independent registered public accounting firm at any time during the year if the audit committee believes that such a change would be in the best interests of our company and stockholders. At the 20192020 Annual Meeting, the stockholders are being asked to ratify the appointment of EY as our independent registered public accounting firm for the year ending December 31, 2019.2020. Our audit committee is submitting the selection of EY to our stockholders because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of EY will be present at the 20192020 Annual Meeting, and they will have an opportunity to make statements and will be available to respond to appropriate questions from stockholders.

If the stockholders do not ratify the appointment of EY, the board of directors may reconsider the appointment.

Fees Paid to the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to our company by EY for the years ended December 31, 20182019 and 2017.2018.

Auditor Independence

In 2018,2019, there were no other professional services provided by EY that would have required the audit committee to consider their compatibility with maintaining the independence of EY.

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Audit Committee Policy onPre-Approval of Audit and PermissibleNon-Audit Services of Independent Registered Public Accounting Firm

Pursuant to its charter, the audit committee must review and approve, in advance, the scope and plans for the audits and the audit fees and approve in advance (or, where permitted under the rules and regulations of the SEC, subsequently) allnon-audit services to be performed by the independent auditor that are not otherwise prohibited by law and any associated fees. All fees paid to EY for our fiscal years ended December 31, 20182019 and 20172018 werepre-approved by our audit committee. The audit committee may delegate to one or more members of the committee the authority topre-approve audit and permissiblenon-audit services, as long as thispre-approval is presented to the full committee at scheduled meetings.

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PROPOSAL NO. 3

ADVISORY VOTE ON VIVINT SOLAR’S

EXECUTIVE COMPENSATION

Pursuant to Section 14A of the Exchange Act and in accordance with SEC rules, we are providing our stockholders with the opportunity to vote at the annual meeting of stockholders on this advisory ornon-binding resolution regarding the compensation of our named executive officers (commonly referred to as“say-on-pay”). Thissay-on-pay proposal gives our stockholders the opportunity to express their views on the compensation of our named executive officers as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement. Because the vote on this proposal is advisory in nature, it will not affect any compensation already paid or awarded to our named executive officers and will not be binding on us, the board of directors or the compensation committee. Thesay-on-pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies, and practices, which the compensation committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond.

For more information about the compensation that we paid to our named executive officers during 2019, as well as a description of our overall executive compensation philosophy and program, please refer to the“Compensation Discussion and Analysis” section of this Proxy Statement, which we believe demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation. Accordingly, we ask our stockholders to vote “FOR” the following advisory resolution at the 2020 annual meeting of stockholders:

“RESOLVED, that the stockholders of Vivint Solar, Inc. approve, on anon-binding advisory basis, the compensation of the named executive officers, as disclosed in this Proxy Statement for the 2020 Annual Meeting of Stockholders, including the accompanying compensation tables and related narrative discussion, and other related disclosures.”

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PROPOSAL NO. 4

ADVISORY VOTE ON THE FREQUENCY OF HOLDING FUTURE ADVISORY VOTES

ON VIVINT SOLAR’S EXECUTIVE COMPENSATION

Stockholders have the opportunity to advise the board of directors, in anon-binding vote, whether we should conduct an advisory(non-binding) vote to approve named executive officer compensation (that is, votes similar to thenon-binding vote in Proposal No. 3 above) every one, two or three years.

While our compensation strategies are related to both the short-term and longer-term business outcomes, we realize that compensation decisions are made annually. We also believe that an annual advisory vote on named executive officer compensation will allow stockholders to provide us with more frequent direct feedback on our compensation disclosures and named executive officer compensation program. The board of directors has determined that holding an advisory vote on named executive officer compensation every year is the most appropriate policy for us at this time, and recommends that stockholders vote for future advisory votes on named executive officer compensation to occur each year.

The frequency that receives the highest number of votes cast will be deemed to be the frequency selected by the stockholders. Because this vote is advisory, it will not be binding on the board of directors. However, the board of directors and the compensation committee will consider the outcome of the stockholder vote, along with other relevant factors, in recommending a voting frequency to our board of directors.

You may cast your vote by choosing the option of one year, two years, three years, or abstain from voting in response to the resolution set forth below:

“RESOLVED, that the option of once every year, two years, or three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which Vivint Solar, Inc. is to hold an advisory vote by stockholders to approve the compensation of named executive officers as set forth in the proxy statement relating to Vivint Solar’s Annual Meeting of Stockholders under the section captioned “Compensation Discussion and Analysis,” the tabular disclosure regarding executive compensation, and the accompanying narrative disclosure.”

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REPORT OF THE AUDIT COMMITTEE

The audit committee of the board of directors is currently comprised of three directors and operates under a written charter originally adopted by the board of directors in May 2014, as amended on March 14, 2019, which charter is reviewed on an annual basis and amended as necessary by the board of directors upon recommendation by the audit committee.

The current members of the audit committee are currently Joseph S. Tibbetts, Jr., David F. D’Alessandro and Jay D. Pauley.Ellen S. Smith. Mr. Tibbetts serves as the chairchairperson of the audit committee. Each of Messrs. D’Alessandro Pauley and Tibbetts and Ms. Smith is an “independent director” as currently defined in 303A.02 of the NYSE Listed Company Manual andRule 10A-3 of the Exchange Act of 1934. The board of directors has also determined that Mr. Tibbetts is an “audit committee financial expert” as described in applicable rules and regulations of the U.S. Securities and Exchange Commission, or SEC.

The audit committee appoints an accounting firm as our independent registered public accounting firm. The independent registered public accounting firm is responsible for performing an independent audit of our financial statements in accordance with generally accepted auditing standards and issuing a report thereon. Management is responsible for our internal controls and the financial reporting process. The audit committee is responsible for monitoring and overseeing these processes.

The audit committee held six meetings during 2018.2019. The meetings were designed to provide information to the audit committee necessary for it to conduct its oversight function of the external financial reporting activities and audit process of our company, and to facilitate and encourage communication between the audit committee, management and our independent registered public accounting firm, Ernst & Young LLP. Management represented to the audit committee that our financial statements were prepared in accordance with generally accepted accounting principles. The audit committee reviewed and discussed the audited financial statements for fiscal year 20182019 with management and the independent registered public accounting firm. The audit committee also instructed the independent registered public accounting firm that the audit committee expects to be advised if there are any subjects that require special attention.

The audit committee discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted bythe applicable requirements of the Public Company Accounting Oversight Board, or PCAOB.PCAOB, and the SEC.

The audit committee has also received the written disclosures and the letter from the independent registered public accounting firm, Ernst & Young LLP, required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and has discussed with Ernst & Young LLP that firm’s independence.

Based on its review of the audited financial statements and the various discussions noted above, the audit committee recommended to the board of directors that the audited financial statements be included in our annual report onForm 10-K for the fiscal year ended December 31, 20182019 for filing with the SEC.

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Respectfully submitted,

THE AUDIT COMMITTEE OF

THE BOARD OF DIRECTORS OF

VIVINT SOLAR, INC.*

Joseph S. Tibbetts, Jr., ChairmanChairperson

David F. D’Alessandro

Jay D. Pauley* Ellen S. Smith was appointed to the audit committee effective March 12, 2020 and did not participate in the review, meetings, discussions and communications described above.

The material in this report is not “soliciting material,” is not be deemed “filed” with the SEC, and is not to be incorporated by reference into any filing made by Vivint Solar, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

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EXECUTIVE OFFICERS

The names of our executive officers, their ages, their positions with Vivint Solar, and other biographical information as of April 30, 2019,March 31, 2020, are set forth below. Executive officers are elected by our board of directors to hold office until their successors are elected and qualified. There are no family relationships among our directors or executive officers.

Mr. Bywater’s biography can be found under“Board of Directors and Corporate Governance — Class III Directors continuing in Office until the 2020 Annual Meeting of Stockholders.Nominees for Director.”

Dana C. Russell has served as our chief financial officer and executive vice president since November 2013. From January 2013 to November 2013, Mr. Russell was the chief financial officer of Allegiance, Inc., a software company. Mr. Russell was an independent contractor, providing financial services and business consulting to a number of privately held organizations and individuals from May 2011 to December 2012. From June 2006 through April 2011, Mr. Russell was the senior vice president and chief financial officer of Novell, Inc., a publicly traded software and services company, which was acquired by The Attachmate Group, Inc. From July 1994 to June 2006, Mr. Russell held positions at Novell including, interim chief financial officer, vice president of finance, treasurer and corporate controller. He had broad responsibility overseeing financial and accounting functions as well as investor relations, tax, information services and technology, risk management, corporate development and facilities. Prior to 1994, Mr. Russell held other high-level accounting and finance positions at high tech companies and also worked as an auditor at PricewaterhouseCoopers LLP, a multinational professional services firm. Mr. Russell holds a master’s degree in accounting from Weber State University and holds a CPA license in the State of Utah.

Thomas G. Plagemannhas served as our executive vice president, capital markets since October 2013, and also as our chief commercial officer since September 2016. Mr. Plagemann previously served as the head of energy, U.S. corporate & investment banking for Santander Global Banking & Markets from May 2012 to October 2013, and the global head of project finance and transaction execution at First Solar, Inc., a solar company from March 2011 to May 2012. Mr. Plagemann formed and served as the President of Grand Avenue Capital LLC from September 2010 through February 2011. From September 2009 to July 2010, Mr. Plagemann served as the head of mergers and acquisitions for the wind division of Infigen Energy Limited, a wind energy company. From September 2004 to September 2009, Mr. Plagemann served as the managing director of tax equity and energy investment at AIG Financial Products, Inc., a financial services company. Mr. Plagemann also has held positions at General Electric Capital Corporation and Deutsche Bank, and has served as a member of the board of directors of Solar Energy Industries Association, or SEIA,

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January 2011 to January 2012. Mr. Christiansen holds a B.S. in Business Management / International Finance from Brigham Young University and an MBA from Duke University.

Paul S. Dickson, a member of our founding management team, has served as our chief revenue officer since September 2016, and prior to that, as our senior vice president of operations from June 2015 to September 2016 and as our vice president of operations from November 2013 to June 2015. From May 2011 to November 2013, Mr. Dickson served as our vice president of financing. Prior to joining our founding team, Mr. Dickson served as the director of smart grid and energy management for Vivint, Inc. from December 2010 to May 2011. From May 2007 to December 2010, Mr. Dicksonco-founded and served as the president and chief executive officer of Meter Solutions Pros, LLC, an energy management and smart-grid business acquired by Vivint, Inc. Mr. Dickson holds a B.A. in communications from Brigham Young University.

Thomas G. Plagemannhas served as our executive vice president, capital markets since October 2013, and also as our chief commercial officer since September 2016. Mr. Plagemann previously served as the head of energy, U.S. corporate & investment banking for Santander Global Banking & Markets from May 2012 to October 2013, and the global head of project finance and transaction execution at First Solar, Inc., a solar company from March 2011 to May 2012. Mr. Plagemann formed and served as the president of Grand Avenue Capital LLC from September 2010 through February 2011. From September 2009 to July 2010, Mr. Plagemann served as the head of mergers and acquisitions for the wind division of Infigen Energy Limited, a wind energy company. From September 2004 to September 2009, Mr. Plagemann served as the managing director of tax equity and energy investment at AIG Financial Products, Inc., a financial services company. Mr. Plagemann also has held positions at General Electric Capital Corporation and Deutsche Bank, and has served as a member of the board of directors of Solar Energy Industries Association, or SEIA, since 2013 and the chair of SEIA’s state policy committee since January 2017. Mr. Plagemann holds a B.A. from the University of Minnesota and a master’s degree in international affairs from Columbia University.

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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the material elements of our executive compensation program during 2019. It also provides an overview of our executive compensation philosophy, including our principal compensation policies and practices, and analyzes how and why we arrived at the specific compensation decisions for our executive officers, including our named executive officers, in 2019. During 2019, our named executive officers were:

Executive Summary

Overview of the Executive Compensation Program

Our executive compensation program is designed to be competitive and appropriately balance our goals of attracting, motivating, rewarding, and retaining our executive officers. To align our executive officers’ interests with those of our stockholders and to motivate and reward individual initiative and effort, a substantial portion of each executive officer’s target annual total direct compensation opportunity is“at-risk,” meaning the amounts paid to each executive officer will vary based on our company performance and their contributions to that performance.

We emphasize performance-based compensation that appropriately rewards our executive officers for delivering financial, operational, and strategic results relative topre-established annual goals through our cash bonus plan. To deliver long-term incentive compensation, we grant our executive officers equity awards to acquire our common stock via stock option and restricted stock unit, or RSU.

In 2019, a meaningful portion of each named executive officer’s total target annual direct compensation wasat-risk and performance-based, which was comprised of annual cash bonus opportunities andat-risk equity in the form of stock options and RSUs. In 2019,at-risk pay made up approximately 50% of the total target annual direct compensation opportunity for each of our named executive officers.

The percentages above were calculated using base salary, annual cash bonus opportunities (rather than the amounts for 2019), and the grant date fair value of stock option and RSU awards (rather than the value realized in 2019 from previously granted equity awards) as reported in the Summary Compensation Table.

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2019 Business Highlights

We believe our executive compensation program was instrumental in helping us achieve strong financial performance in 2019. For 2019, we achieved:

2019 Executive Compensation Highlights

To continue to provide compensation that is competitive and offers incentives for growth in our business, we took these key executive compensation actions for 2019:

Executive Compensation Policies and Practices

We maintain sound governance standards consistent with our executive compensation policies and practices. The compensation committee evaluates our executive compensation program regularly to ensure that it is consistent with our short-term and long-term goals given

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the dynamic nature of our business and the market in which we compete for executive talent. These policies and practices were in effect during 2019:

Impact of theCOVID-19 Pandemic on Executive Compensation

COVID-19 infections were first reported in Wuhan, China in December 2019, and in March 2020 the World Health Organization declared the globalCOVID-19 outbreak a pandemic. In response to theCOVID-19 pandemic, government authorities in the geographies in which we operate have ordered businesses to close and people to remain at home while imposing significant restrictions on traveling and social gatherings, impacting our ability to conduct direct home sales and, in some jurisdictions, install systems. There continues to be significant uncertainties associated with theCOVID-19 pandemic, including with respect to the ultimate spread of the virus, the severity of the disease, the duration of the outbreak, further actions that may be taken by governmental authorities to contain the virus or to treat its impact, and the scope and length of the resulting economic downturn.

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As a result of the business and market volatility caused by theCOVID-19 pandemic, our board of directors approved the following temporary actions related to executive compensation beginning in April 2020 and lasting until June 15, 2020:

Our board of directors and compensation committee will continue to evaluate further executive compensation measures as the full impact of theCOVID-19 pandemic on our operating results, growth prospects and financial condition becomes more certain.

GeneralExecutive Compensation Philosophy and Process for Compensation DecisionsProgram Design

Our general executive compensation program is guided by our overarching philosophy is to provide programsof only paying for performance. Consistent with this philosophy, we designed our executive compensation program to:

We strive to provide anstructure the annual compensation of our executive officers, including the named executive officers, using three principal elements: base salary, annual incentive compensation opportunities in the form of cash bonuses and long-term incentive compensation opportunities in the form of stock options and RSU awards. The design of our executive compensation program that is market competitive, rewards achievement of our business objectives and is designed to provide a foundation of fixed compensation (base salary) and a significant portion of performance-based compensation (short-term and long-term incentive opportunities) thatinfluenced by many factors, but the primary goals are intendedalways to align the interests of executivesour executive officers and stockholders by linking pay with thoseperformance.

Governance of Executive Compensation Program

Compensation-Setting Process

We do not set a benchmark when setting the target total direct compensation opportunity of our stockholders.executive officers, including our named executive officers. When setting each compensation element, the compensation committee considers these factors:

The decisions

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These factors provide the framework for compensation decision-making and final decisions regarding the compensation opportunity for each executive officer.

Role of the Compensation Committee

The compensation committee reviews and makes decisions relating to the compensation of our executive officers. These responsibilities include determining with respect to our executive officers: their annual base salaries; annual cash bonus opportunities; long-term incentive compensation; employment offers (including post-employment compensation arrangements); and other compensation, perquisites, and other personal benefits, if any. The compensation committee’s review of the base salary levels, annual cash bonus opportunities, and long-term incentive compensation opportunities of our executive officers generally occurs in our third fiscal quarter, or more frequently as warranted.

Role of Executive Officers

Our chief executive officer compensation, includingand other members of our management team assist the compensation committee in making decisions regarding compensation for our executive officers, including our named executive officers, by providing information on corporate and individual performance, market data, and their perspective on compensation matters. The compensation committee solicits and reviews our chief executive officer’s recommendations and proposals regarding adjustments to annual cash bonus opportunities, long-term incentive compensation opportunities, program structures, and other compensation-related matters for our executive officers (other than with respect to his own compensation). The compensation committee reviews and discusses these recommendations and proposals with our chief executive officer and uses them as one factor in determining the compensation for our executive officers. No member of the management team participates in any discussions or makes any recommendations regarding his or her own compensation.

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Role of Compensation Consultant

The compensation committee engages an external compensation consultant to assist it in formulating recommendations regarding compensation to the board of directors by providing information, analysis, and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. For 2019, the compensation committee retained FW Cook, a national compensation consulting firm, to serve as its compensation advisor. FW Cook serves at the discretion of the compensation committee.

During 2019, FW Cook provided these services:

In 2019, FW Cook provided no services to us other than the consulting services to the compensation committee. The compensation committee regularly reviews the objectivity and independence of the advice provided by its compensation consultant on executive compensation. In 2019, the compensation committee considered the six specific independence factors adopted by the SEC and reflected in the listing standards of the NYSE and determined that the work of FW Cook raised no conflicts of interest.

Competitive Positioning

To compare our executive compensation against the competitive market, the compensation committee reviews and considers the compensation levels and practices of a group of comparable technology companies. The companies in this compensation peer group were selected on the basis of their similarity to us in characteristics such as revenue, market capitalization, size and industry focus.

In September 2017, with the assistance of FW Cook, the compensation committee developed a compensation peer group to reflect our key financial attributes and recognize our business focus. For 2019, the executive compensation peer group consisted of the companies identified below (which largely remain the same as in the previous years), as recommended by the compensation committee’s independent compensation consultant and approved by the compensation committee. The companies in this executive compensation peer group were

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selected because they met criteria based on similarity of their business and pay models, market capitalization, annual revenues and also compete with Vivint Solar for talent or capital.

To analyze the compensation practices of the companies in our compensation peer group, FW Cook gathered data from the public filings of the peer group companies informed by three representative,size-adjusted general industry surveys and onesize-adjusted technology industry specific survey.This market data was then used as a reference point for the compensation committee to assess our current compensation levels in its deliberations on compensation forms and amounts.

The compensation committee reviews our compensation peer group annually and may make adjustments to its composition, considering changes in both our business and the businesses of the companies in the peer group.

Individual Compensation Elements

In 2019, the primary elements of our executive compensation program were base salary, annual cash incentive compensation opportunities, and long-term equity incentive compensation in the form of stock option and RSU awards.

Base Salary

The FW Cook report used a “proxy and survey blend” to assess competitiveness of compensation in its September 2019 and September 2018 reports.

Base salary represents the fixed portion of the compensation of our executive officers and is an important element of compensation intended to attract and retain highly-talented individuals. We establish the initial base salaries of our executive officers througharm’s-length negotiation when we hire the individual executive officer, considering the relevant position, qualifications, experience, and the base salaries of our other executive officers. The compensation committee reviews the base salaries of our executive officers annually and makes adjustments as it determines necessary or appropriate.

In September 2018, the compensation committee reviewed the base salaries of our executive officers considering a competitive market analysis prepared by FW Cook, the recommendations of our management team, and the other factors described above. While the compensation committee does not benchmark base salary to any specific percentile, it does position base salaries within a competitive range of the market median. Following this review, and except for Mr. Plagemann as described below, the compensation committee determined the base salaries of our named executive officers were appropriate and did not make any adjustments to their base salaries.

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For Mr. Plagemann, the compensation committee, with input from management and FW Cook, increased Mr. Plagemann’s base salary effective in January 2019. This increase was made in order to provide a greater percentage of Mr. Plagemann’s total target annual cash compensation opportunity in the form of fixed cash compensation, which percentage is consistent with market practices of similarly situated executives and those of our executive team. Mr. Plagemann’s base salary increase was paired with an equivalent reduction in his target annual incentive compensation, as discussed below, resulting in no change to Mr. Plagemann’s total target annual cash compensation opportunities from 2018.

The base salaries of the named executive officers for 2019 were:

Annual Cash Bonuses

All of our named executive officers participated in our 2019 Bonus Plan. The amount that each participating named executive officer could earn under the 2019 Bonus Plan was based on our achievement of two key corporate performance measures as well as individual KPIs.

The 2019 Bonus Plan was designed to motivate our participating named executive officers to drive execution of our annual operating plan by emphasizing Cost per Watt and Megawatts Installed and individualized KPIs. Payment under the 2019 Bonus Plan was tied to our actual achievement against thepre-established target levels for each of the corporate performance measures as well as the compensation committee’s determination of achievement of the individual KPIs.

Target Annual Cash Incentive Compensation Opportunities

Each named executive officer was assigned a target annual cash incentive compensation opportunity under our 2019 Bonus Plan, which was calculated as a percentage of his annual base salary for 2019. In September 2018, the compensation committee reviewed the target annual cash incentive compensation opportunities of our executive officers, considering a competitive market analysis prepared by FW Cook. The compensation committee generally references the 75th percentile within our peer group when assessing and making determinations of target annual cash opportunities (base salary plus target bonus) for our executive officers. Following this review, and except for Mr. Plagemann as described below, the compensation committee determined the target annual cash incentive compensation opportunities of our named executive officers were appropriate and did not make any adjustments to these opportunities.

The target annual cash bonus opportunity for Mr. Plagemann was reduced from 186% to 100% of his base salary resulting in a 23% reduction in target annual bonus value from 2018

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to 2019 from $650,000 to $500,000, as described in greater detail in the “Base Salary” section above.

The target annual corporate cash bonus opportunities of the named executive officers for 2019 were:

2019 Bonus Plan Design

In January 2019, the compensation committee approved the 2019 Bonus Plan performance measures, the related target levels and the payment percentages for each of the performance measures. The performance measures for our 2019 Bonus Plan were based on our corporate achievement against two key corporate performance measures for our business: Cost per Watt (25% weighting) and Megawatts Installed (25% weighting) as well as individual KPIs (50% weighting). These performance measures (and their relative weighting) are madedesigned to balance profitability with growth, thus enhancing stockholder value. We believed this balance would drive and focus our executive officers toward propelling growth without detracting from our ultimate performance.

The target levels for each of these performance measures were reviewed and approved by our compensation committee, with input from our management. These target levels were set to be achievable through diligent effort, and to reward strong management performance in light of our strategic objectives and the industry and economic conditions and trends at the time the target levels were set. Cost per Watt was defined the unit costs of installed solar energy systems on customers’ premises. Megawatts Installed was defined as aggregate megawatt nameplate capacity of solar energy systems for which panels, inverters, and mounting and racking hardware have been installed on customer premises in the period.

For the corporate performance measures under our 2019 Bonus Plan, if we achieved Cost per Watt in 2019 of $3.51 and Megawatts Installed in 2019 of 160, then the payout percentage with respect to those measures would be 75% increasing proportionally based on the relative achievement of Cost per Watt to Megawatts Installed in 2019 up to a maximum payout percentage with respect to those measures of 120% for Cost per Watt in 2019 of $3.16 or less and Megawatts Installed in 2019 of 230 or more.

KPI performance is based on a qualitative assessment of each executive officer’s individual performance for 2019 by considering criteria such as professional effectiveness, leadership, and strategic and operational execution. Mr. Bywater recommended the KPI goal achievement levels for the executive officers (except himself) to the compensation committee. The achievement of Mr. Bywater’s KPI goal was determined by the compensation committee.

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2019 Bonus Plan Payments

In January 2020, the compensation committee determined the achievement of Cost per Watt was $3.52, our Megawatts Installed achievement was 233 and the individualized KPIs for the named executive officers were determined to be achieved at 100% of target. After considering our achievement for these metrics, the overall success of our business, and each named executive officer’s contributions to those achievement, the compensation committee exercised the discretion it reserved under the 2019 Bonus Plan to set the funding level at 100%. Payment of all earned bonuses to our named executive officers participating in the 2019 Bonus Plan was made in a lump sum payment in January 2020.

The amount of payments made to each named executive officer under the 2019 Bonus Plan is set forth in the“Non-Equity Incentive Compensation” column in the Summary Compensation Table below.

2019 Sales Bonus Plan Design and 2019 Sales Bonus Plan Payments

In addition to our 2019 Bonus Plan, Messrs. Allred and Dickson participate in our 2019 Sales Bonus Plan. Pursuant to each of their Executive Employment Agreements, each of Messrs. Allred and Dickson are eligible to receive (1) a monthly override of two tenths of a cent ($0.002) for every watt that we install during each calendar month and (2) a quarterly override of $10 per account for every smart home account generated by our company that is installed by Vivint Smart Home pursuant to the Amended and Restated Sales Dealer Agreement between us and Vivint Smart Home. This commission structure may be revised as determined by the board of directors or the compensation committee with a view toward consideration of merit increases, market rates of pay for similarly situated executives and such other factors that the board of directors or the compensation committee determines to be appropriate.

The 2019 Sales Bonus Plan payments to the named executive officers for 2019 were:

The amount of payments made to each participating named executive officer under the 2019 Sales Bonus Plan is set forth in the“Non-Equity Incentive Compensation” column in the Summary Compensation Table below.

Long-Term Incentive Compensation

Annual Grants

The compensation committee believes long-term incentive compensation in the form of equity awards is an effective means for focusing our executive officers, including the named executive officers, on driving increased stockholder value over a multi-year period, provides a meaningful reward for appreciation in our stock price and long-term value creation, and motivates them to remain employed with us. In 2019, the compensation committee continued its multi-year practice of granting an equal valued blend of stock option and RSU awards to our executive

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officers to deliver these annual long-term incentive compensation opportunities to our executive officers. We make annual grants to smooth the effects of the potential fluctuation in share price and to replace the incentive and retention power decreases as outstanding awards vest. Our annual grants are typically made in second half of our fiscal year.

As with our other elements of compensation, the compensation committee assesses and determines the amount of long-term incentive compensation for our executive officers as part of its annual compensation review and after considering a competitive market analysis prepared by FW Cook, the recommendations of our chief executive officer (except with respect to his own long-term incentive compensation), the outstanding equity holdings of each executive officer, the projected impact of the proposed awards on our earnings, the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our “burn rate”) in relation to the companies in our compensation peer group, the potential voting power dilution to our stockholders (our “overhang”) in relation to the companies in our compensation peer group, and the other factors described above.

The compensation committee granted to our executive officers, including our named executive officers, equity compensation awards with the grant date value of those awards split evenly split between time-based stock option and RSU awards, or the 2019 Annual Equity Program. In determining the size of the awards under the 2019 Annual Equity Program, the compensation committee did not target a specified percentile of our peer group, but remained consistent with the grant date value of awards made in past years as part of our budgeted annual grant practice. Our compensation committee approved the equity awards to our chief executive officer in December 2019 and to our other named executive officers in September 2019. All awards granted under the 2019 Annual Equity Program vest 25% after one year and then in equal quarterly increments over the following three years. The equity awards granted to the named executive officers under the 2019 Annual Equity Program were:

One-time Retention Grants

In January 2019, our compensation committee made aone-time grant of equal grant date value of stock option and RSU awards to our chief executive officer. The compensation committee commissioned FW Cook to perform an analysis of whether Mr. Bywater’s unvested equity position had sufficient retentive power. It was determined that the retentive power was insufficient, and FW Cook suggested that this insufficiency be rectified through theone-time grant. These awards vest 25% after one year and quarterly thereafter for the next three years.

In February 2019, our compensation committee made aone-time grant of equal grant date fair value of stock option and RSU awards to select members of our executive leadership

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team, including our named executive officers (other than our chief executive officer) sized at approximately 150% of the annual grant value to certain members of our executive leadership team, including our executive officers. These awards will vest 100% upon the earlier of three years from the date of grant or a change in control subject to the recipient’s continued service with us. The compensation committee determined that the retention grants were desirable in order to retain our key contributors over the long-term, focus them on the successful growth of the business, and promote ownership of our common stock by our executive leadership team, all of which serve to enhance the alignment between their interests and the interests of our stockholders.

Theone-time equity awards granted to the named executive officers in 2019 were:

Retirement, Welfare and Health Benefits

Our named executive officers are eligible to participate in our employee benefit programs on the same basis as our other full-time, salaried employees. We sponsor a 401(k) profit-sharing plan, which is intended to qualify for favorable tax treatment under Section 401(a) of the Internal Revenue Code of 1986, as amended, or the Code. This plan provides our eligible employees with an independentopportunity to save for retirement on a tax advantaged basis, and participants are able to defer a portion of their eligible compensation. All participants’ interests in their deferrals are 100% vested when contributed. The 401(k) plan permits us to make discretionary matching and profit-sharing contributions to eligible participants. In 2019, we matched 0.33% of each participant’s eligible compensation consultantfor every 1% such participant contributed to the 401(k) plan each pay period, up to a maximum 2% matching contribution.

Our health and welfare benefits include medical, dental and vision benefits, disability insurance, basic life insurance coverage, health savings accounts, and accidental death and dismemberment insurance. We design our employee benefits programs to be affordable and competitive in relation to the market, and compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon changes in applicable laws and market practices.

Perquisites and Other Personal Benefits

We do not provide perquisites or other personal benefits to our executive officers, including the named executive officers, except in situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make our executive officers more efficient and effective, and for recruitment and retention purposes. In 2019, we continued to

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provide perquisites to certain executive officers in furtherance of these goals, including the use of a leased company vehicle, a taxgross-up payment for vehicle-related expense, and incentive trips.

We may continue to provide perquisites or other personal benefits in limited circumstances, such as those currently offered to certain of our executive officers, as described below in the Summary Compensation Table. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the compensation committee.

Employment Offer Letters and Agreements

We have entered into written employment arrangements with each of our executive officers, including the named executive officers.Each of these agreements was approved on our behalf by the compensation committee or, in certain instances, by our board of directors.

In filling each of our executive positions, our board of directors or the compensation committee recognized that it would need to develop competitive compensation packages to attract qualified candidates in a dynamic labor market. Our board of directors and the compensation committee were sensitive to the need to integrate new executive officers into theexecutive compensation structure that we were seeking to develop, balancing both competitive and internal equity considerations.

For information on the specific terms and conditions of the employment arrangements of the named executive officers, see the discussion of “Executive Employment Arrangements” below.

Post-Employment Compensation

We have entered into written arrangements with each of our executive officers, including the named executive officers, providing for post-employment compensation. These arrangements are set forth in each officer’s employment agreement or in some cases, in a separate letter agreement. Having in place reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly-qualified executive officers. Our post-employment compensation arrangements are designed to provide reasonable compensation to executive officers who leave us under certain circumstances to facilitate their transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits.

We do not consider specific amounts payable under these post-employment compensation arrangements when establishing annual compensation. We believe, however, these arrangements are necessary to offer compensation packages that are competitive.

These arrangements align the interests of management and stockholders when considering our long-term future. The primary purpose of these arrangements is to keep our most senior executive officers focused on pursuing corporate transaction activity in the best interests of stockholders regardless of whether those transactions may cause their own job loss.

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All payments and benefits if a change of control occurs are payable only if there is a subsequent loss of employment by an executive officer (aso-called “double-trigger” arrangement). With the acceleration of vesting of outstanding equity awards, we use this double-trigger arrangement to protect against losing retention power following a change in control and to avoid windfalls, both of which could occur if vesting accelerated automatically because of the transaction. We also provide severance payments under these arrangements for certain qualifying terminations of employment occurring outside the change of control context.

For information on the change of control and severance arrangements for the named executive officers, and an estimate of the potential payments and benefits payable under these agreements as of the end of 2019, see“Potential Payments Upon Termination or Change in Control” below.

Other Compensation Policies and Practices

Policy Prohibiting Hedging or Pledging of Our Equity Securities

Our insider trading compliance policy prohibits all our employees, including our executive officers, and the members of our board of directors from engaging in derivative securities transactions, including hedging, regarding our ordinary shares and from pledging company securities as collateral or holding company securities in a margin account.

Tax and Accounting Considerations     

Deductibility of Executive Compensation

Section 162(m) of the Code generally limits the amount we may deduct from our federal income taxes for compensation paid to our CEO and certain other current and former executive officers who are “covered employees” within the meaning of the rulesSection 162(m) of the SECCode to $1 million per individual per year, subject to certain limited exceptions. In approving the amount and NYSE. FW Cook was engaged byform of compensation for our compensation committee pursuant tonamed executive officers in the authority delegated under its charter and serves at the discretionfuture, we generally consider all elements of the cost to us of providing such compensation, committee.including the potential impact of Section 162(m) of the Code, as well as our need to maintain flexibility in compensating executive officers in a manner designed to promote our goals. We may, in our judgment, authorize compensation payments that will or may not be deductible when we believe such payments are appropriate to attract, retain or motivate executive talent.

OurAccounting for Stock-Based Compensation

We follow the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718, or FASB ASC Topic 718, for our stock-based compensation committee believesawards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our chief executive officer has valuable insight into theday-to-day contributionsemployees and members of our executive officersboard of directors, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and solicitsreported in the advice and input from our chief executive officer with respect to performance objectives under our annual bonus plan and target compensation levels for our other executive officers, including our other named executive officers. At the request of our compensation committee, FW Cook provides our compensation committee with relevant market data and alternatives to consider when making compensation decisions regarding our executive officers and considering the recommendations of our chief executive officer regarding the compensation of other executive officers. Although the compensation committee considers FW Cook’s advice and recommendations about our executive compensation program, our compensation committee ultimately makes its own decisions about executive compensation matters.tables required by the federal securities laws, even though the recipient of the awards may realize no value from their awards.

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Summary Compensation TableCommittee Report

The following table summarizescompensation committee has reviewed and discussed with management the“Compensation Discussion and Analysis” section included in this proxy statement, and based on such review and discussion, the compensation committee recommended to our board of directors that we paid during 2016, 2017,this“Compensation Discussion and 2018Analysis” section be included in this proxy statement.

Respectfully submitted,

THE COMPENSATION COMMITTEE OF

THE BOARD OF DIRECTORS OF

VIVINT SOLAR, INC.

Peter F. Wallace, Chairperson

Bruce McEvoy

David F. D’Alessandro

The material in this report is not “soliciting material,” is not be deemed “filed” with the SEC, and is not to be incorporated by reference into any filing made by Vivint Solar, Inc. under the individuals servingSecurities Act of 1933, as our principal executive officeramended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and eachirrespective of our two other most highly compensated executive officers as of December 31, 2018. We refer to these officers as our named executive officers, or NEOs.any general incorporation language in any such filing.

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Non-Equity Incentive Compensation Plan

Our board of directors has adopted an Executive Incentive Compensation Plan, which we refer to as our Bonus Plan. Our Bonus Plan will allow our compensation committee to provide cash incentive awards to selected employees, including our NEOs, based upon performance goals established by our compensation committee. Pursuant to the Bonus Plan, our compensation committee, in its sole discretion, will establish a target award for each participant and a bonus pool, with actual awards payable from such bonus pool with respect to the applicable performance period.

Our compensation committee may, in its sole discretion and at any time, increase, reduce or eliminate a participant’s actual award, or increase, reduce or eliminate the amount allocated to the bonus pool for a particular performance period. The actual award may be below, at or above a participant’s target award, in our compensation committee’s discretion. Our compensation committee may determine the amount of any reduction on the basis of such factors as it deems relevant, and it is not required to establish any allocation or weighting with respect to the factors it considers.

Actual awards are paid in cash (or its equivalent) in a single lump sum as soon as practicable after the end of the performance period during which they are earned and after they are approved by our compensation committee, but in no event later than the 15th day of the third month of the fiscal year following the date the award has been earned. Unless otherwise determined by our compensation committee, to earn an actual award, a participant must be employed by us (or an affiliate of ours) through the date the bonus is paid.

Our board of directors, in its sole discretion, may alter, suspend or terminate the Bonus Plan provided such action does not, without the consent of the participant, alter or impair the rights or obligations under any award theretofore earned by such participant.

For 2018, Mr. Bywater earned $650,100 under our Bonus Plan. Our compensation committee’s principal objectives in structuring the Bonus Plan for 2018 were rewarding employees who drive company achievement and meet or exceed strategic goals, retaining top talent, remaining competitive within the industry, aligning the organization around common goals and aligning management and stockholder interests. Mr. Bywater’s performance in 2018 was measured relative to two corporate metrics for 2018 that were equally weighted, which were increasing our megawatts installed and lowering our cost per watt, as well as against other individual performance measures. Mr. Bywater’s target bonus was 98% of his base salary, and based on the level of corporate and individual performance in 2018, Mr. Bywater’s bonus was 100% of his target bonus.

For 2018, Mr. Russell earned $225,000 under our Bonus Plan. Our compensation committee’s principal objectives in structuring the Bonus Plan for 2018 were rewarding employees who drive company achievement and meet or exceed strategic goals, retaining top talent, remaining competitive within the industry, aligning the organization around common goals and aligning management and stockholder interests. Mr. Russell’s performance in 2018 was measured relative to two corporate metrics for 2018 that were equally weighted, which were increasing our megawatts installed and lowering our cost per watt, as well as against other individual performance measures. Mr. Russell’s target bonus

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L. Chance Allred

We have entered into an executive employment agreement Mr. Russell also received a $1,000,000 cash retention bonus conditioned upon his continued employment with Vivint Solar until March 6, 2019, which would have been fully repayable by him if his employment had been terminated by us for “cause” or by him without “good reason” (as such terms are defined in his executive employment agreement). TheL. Chance Allred, our chief sales officer. This executive employment agreement also indicated that Mr. Russell would be granted 250,000 restricted stock units pursuant to the our 2014 Equity Incentive Plan, provided that all of the restricted stock units (whether vested or unvested) or the related cash proceeds from the sale of any portion of the restricted stock units (net of taxes) would be repayable if, prior to March 6, 2020, his employment is terminated by us for “cause” or by him without “good reason”. One quarter of the restricted stock units vested on each of June 6, 2018, September 6, 2018, December 6, 2018 and March 6, 2019.

Thomas Plagemann.We previously entered into a confirmatory employment letter with Thomas Plagemann, our chief commercial officer and executive vice president, capital markets. This confirmatory employment letter diddoes not have a specific term and providedprovides that Mr. Plagemann was Allred isanat-will employee. employee. Mr. Plagemann’sAllred’s current annual base salary under that employment letter wasis $350,000, and he wasis eligible for annual target incentive payments pursuant to our annual bonus plan equal to 0.15%50% of the tax equity financing raised by us during the preceding year plus 0.1%his base salary. Mr. Allred is also eligible to participate in our Sales Bonus Plan, as described in “2019 Sales Bonus Plan Design” above.

Paul S. Dickson

We have entered into an executive employment agreement with Paul S. Dickson, our chief revenue officer. This executive employment agreement does not have a specific term and provides that Mr. Dickson isan at-will employee. Mr. Dickson’s current annual base salary is $350,000, and he is eligible for annual target incentive payments pursuant to our annual bonus plan equal to 50% of thenon-recourse debt financing raised by us during the preceding year. his base salary. Mr. Dickson is also eligible to participate in our Sales Bonus Plan, as described in “2019 Sales Bonus Plan Design”above.

Thomas G. Plagemann

Effective January 2019, we entered into a new executive employment agreement with Mr. Plagemann that amended and restated his previous employment letter. This executive employment agreement does not have a specific term and provides that Mr. Plagemann isanat-will employee. employee. Mr. Plagemann’s annual base salary under the executive employment agreement is $500,000, and he is eligible for annual target incentive payments pursuant to the Bonus Planour annual bonus plan equal to 100% of his base salary.

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SeveranceSummary Compensation Table

The following table summarizes the compensation that we paid during 2019, 2018 and Change2017 to the individuals serving as our principal executive officer, our principal financial officer and each of Control Benefits

our three other most highly compensated executive officers as of December 31, 2019. We have entered into agreements with certain key executives, including Messrs. Bywater, Russell and Plagemannrefer to provide assurances of specified severance benefits to such executives whose employment is subject to involuntary termination. We believe that it is imperative to provide such individuals with severance benefits upon their involuntary termination of employment to secure their continued dedication to their work, without the distraction of the negative economic consequences of potential termination.

Mr. Bywater’s Severance Benefits

If Mr. Bywater’s employment is terminated either by us without “cause” (other than by reason of death, or “disability”) or by Mr. Bywater for “good reason” (as such terms are defined in his agreement), and in each case the termination occurs outside of the change of control period, Mr. Bywater will receive the following severance benefits:these officers as our named executive officers.

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2019 Grants of Plan-Based Awards

The following table provides information with respect to grants of plan-based awards to the named executive officers for the year ended December 31, 2019: