any other business as may properly come before the Annual Meeting.

As of the date of this proxy statement, we are not aware of any other matters that will be presented for consideration at the Annual Meeting.

How does the board of directors recommend I vote on these proposals?

Our board of directors recommends a vote:

“FOR” the election of ~~Edward Fenster, Richard Wong~~Lynn Jurich and ~~Leslie Dach~~Alan Ferber as Class III directors; ~~and~~

“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, ~~2017.~~

2019;

“FOR” the advisory approval of the compensation of our named executive officers (“Say-on-Pay”), as disclosed in the proxy statement; and

For every “1 year” as the frequency of holding future advisory votes on executive compensation.

Who is entitled to vote?

Holders of our common stock as of the close of business on ~~March 30, 2017,~~April 8, 2019, the record date for the Annual Meeting, ~~may~~will be entitled to notice of and to vote at the Annual Meeting. As of the record date, there were 104,643,271 shares of our common stock outstanding. In deciding all matters at the Annual Meeting, each stockholder will be entitled to one vote for each share of our common stock held by them on the record date. Stockholders are not permitted to cumulate votes with respect to the election of directors.

Registered Stockholders. If on April 8, 2019, shares of our common stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to those shares and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or vote in person at the Annual Meeting. Throughout this proxy statement, we refer to these registered stockholders as “stockholders of record.”

Street Name Stockholders. If on April 8, 2019, shares of our common stock are held on your behalf in a stock brokerage account, or by a bank, trustee or other nominee, you are considered ~~to be~~ the beneficial owner of shares ~~that are~~ held in “street name,” and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your ~~shares. Beneficial owners~~shares and are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock

in person at the Annual Meeting unless you follow your ~~broker’s~~broker or nominee’s procedures for obtaining a legal proxy. IfYour broker or nominee is obligated to provide you ~~request~~with instructions to vote before the Annual Meeting or to obtain a ~~printed copy of our~~legal proxy ~~materials by mail,~~if you wish to vote in person at the Annual Meeting. If your broker ~~bank~~or nominee is participating in an online program that allows you to vote over the Internet or by telephone, your Notice or other voting instruction form will include that information. If what you receive from your broker or other nominee ~~will provide a~~does not contain Internet or telephone voting ~~instruction~~information, please complete and return the paper form ~~for you to use.~~in the self-addressed, postage paid envelope provided by your broker or nominee. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank, trustee or other nominee as “street name stockholders.”

~~-1-~~

What constitutes a quorum for the Annual Meeting?

A quorum is required for stockholders to conduct business at the Annual Meeting. The presence, in person or represented by proxy, of the holders of a majority of the outstanding shares of our common stock is necessary to establish a quorum at the meeting. As of the close of business on the record date, there were 114,794,554 shares of our common stock outstanding. Shares present, in person or represented by proxy, including shares as to which authority to vote on any proposal is withheld, shares abstaining as to any proposal and broker non-votes (where a broker submits a properly executed proxy but does not have authority to vote a stockholder’s shares) on any proposal will be considered present at the meeting for purposes of establishing a quorum.

How many votes do I have?

In deciding all matters at the Annual Meeting, each stockholder will be entitled to one vote for each share of our common stock held by them on the record date. Stockholders are not permitted to cumulate votes with respect to the election of directors.

How many votes are needed ~~for approval of~~to approve each proposal?

Proposal No. 1: The election of directors requires a plurality vote of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to ~~vote thereon to be approved.~~vote. “Plurality” means that the nominees who receive the largest number of votes cast ~~“for”~~“FOR” are elected as directors. ~~As a result, any~~Any shares not voted ~~“for”~~“FOR” a particular nominee ~~(whether as~~(as a result of stockholder abstention or a broker non-vote) will not be counted in such nominee’s favor and will have no effect on the outcome of the election. You may vote ~~“for”~~“FOR” or ~~“withhold”~~“WITHHELD” on each of the ~~nominees for election as a director.~~nominees.

Proposal No. 2: The ratification of the appointment of Ernst & Young LLP requires the affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to ~~vote thereon to be approved.~~vote. "Majority" means the number of shares voted "FOR" must exceed the number of votes "WITHHELD." Abstentions are considered votes present and entitled to vote on this proposal, and thus, will have the same effect as a vote ~~“against” the proposal.~~“WITHHELD.” Broker non-votes will have no effect on the outcome of this proposal.

~~What is~~

Proposal No. 3: The approval, on an advisory basis, of the ~~quorum?~~

~~A quorum is~~compensation of our named executive officers requires the minimum number of shares required to be present at the Annual Meeting for the Annual Meeting to be properly held under our amended and restated bylaws and Delaware law. The presence, in person or by proxy,affirmative vote of a majority of ~~all issued and outstanding~~the shares of our common stock ~~entitled to vote~~present in person or represented by proxy at the Annual Meeting and entitled to vote. As described in Proposal No. 2 above, an abstention will ~~constitute~~have the same effect as a ~~quorum~~vote “WITHHELD” and broker non-votes will have no effect.

Proposal No. 4: The determination, on an advisory basis, of our stockholder’s preference regarding the frequency of holding future advisory votes on executive compensation requires a plurality vote of the shares of our common stock present in person or represented by proxy at the Annual ~~Meeting. Abstentions, withhold votes and broker non-votes are counted as shares present~~Meeting and entitled to vote. You may indicate whether you would prefer an advisory vote ~~for purposes~~on executive compensation every “1 year,” “2 years” or “3 years”, or you may “abstain” from voting on the proposal. The frequency - one year, two years or three years - receiving the highest number of ~~determining~~votes will be the frequency of holding future advisory votes on executive compensation. Any shares not voted (as a ~~quorum.~~

result of stockholder abstention or a broker non-vote) will not be counted and will have no effect on the outcome of this proposal.

How do I vote?

If you are a stockholder of record, there are four ways to vote:

By Internet: You may submit a proxy over the Internet by ~~Internet~~following the instructions at www.voteproxy.com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time ~~on May 25, 2017~~the day before the Annual Meeting (have your Notice or proxy card in hand when you visit the website);

By Toll-free Telephone: You may submit a proxy by ~~toll-free telephone at~~calling 1-800-776-9437 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time the day before the Annual Meeting (have your Notice or proxy card in hand when you call);

~~by completing~~

By Mail: You may complete, sign and ~~mailing~~mail your proxy card (if you received printed proxy materials); which must be received by us no later than the day before the Annual Meeting; or

In Person: You may vote in person by written ballot at the Annual Meeting.

Even if you plan to attend the Annual Meeting in person, we recommend that you also vote by proxy so that your vote will be counted if you later decide not to attend.

If you are a street name stockholder, you will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank trustee or other nominee in order to instruct your broker ~~bank~~ or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning an instruction card, or by telephone or ~~on the~~by Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker ~~bank~~ or other nominee. As discussed above, if you are a street name stockholder, you may not vote your shares in person at the Annual Meeting unless you obtain a legal proxy from your broker, bank, trustee or other nominee.

Can I change my ~~vote?~~

vote after submitting my proxy?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting ~~by:~~

in any one of the following ways:

~~entering~~You may enter a new vote by Internet or by ~~telephone;~~

telephone until 11:59 p.m. Eastern Time the day before the Annual Meeting;

~~completing and mailing~~You may submit another properly completed, proxy card by mail with a ~~later-dated proxy card;~~

later date, which must be received by us no later than the day before the Annual Meeting;


•	~~notifying the~~You may send written notice that you are revoking your proxy to our Secretary ~~of Sunrun Inc., in writing,~~ at Sunrun Inc., 595 Market Street, 29^th Floor, San Francisco, CA ~~94105;~~94105, which must be received by us no later than the day before the Annual Meeting; or

~~completing~~You may attend the Annual Meeting in person and complete a written ballot at the Annual Meeting.

If you are a street name stockholder, your broker ~~bank~~ or ~~other~~ nominee can provide you with instructions on how to change your vote.

~~-2-~~

What do I need to do to attend the Annual Meeting in person?

Space for the Annual Meeting is limited. Therefore, admission will be on a first-come, first-served basis. Registration will open at 7:30 a.m. Pacific Time and the Annual Meeting will begin at 8:00 a.m. Pacific Time. ~~Each stockholder should~~If you attend the Annual Meeting, please be prepared to present:

valid government photo identification, such as a driver’s license or passport; and

if you are a street name stockholder, proof of beneficial ownership as of ~~March 30, 2017,~~April 8, 2019, the record date, such as your most recent account statement reflecting your stock ownership ~~prior to March 30, 2017,~~on April 8, 2019, along with a copy of the voting instruction card provided by your broker, bank, trustee or other nominee or similar evidence of ownership.

Please allow ample time for check-in and parking if attending the Annual Meeting in person. Use of cameras, recording devices, computers and other electronic devices, such as ~~smart phones~~smartphones and tablets, will not be permitted at the Annual Meeting. ~~Please allow ample time for check-in and parking.~~

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our board of directors. Our board of directors has designated Lynn Jurich, Ed Fenster, Bob Komin and ~~Mina Kim have been designated~~Jeanna Steele as proxy ~~holders by our board of directors.~~holders. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our board of directors as described under “How does the board of directors recommend I vote on these proposals?” above. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned to a later date, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions before the new date, as described above.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

In accordance with the rules of the Securities and Exchange Commission (“SEC”), we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about April ~~13, 2017~~18, 2019 to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact of our annual meetings of stockholders.

How are proxies solicited for the Annual ~~Meeting?~~

Meeting and who will bear the cost of this solicitation?

Our board of directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker ~~bank~~ or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.

How may my brokerage firm or other ~~intermediary~~nominee vote my shares if I fail to provide timely directions?

Brokerage firms and other ~~intermediaries~~nominees, for example banks or agents, holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on Proposal No. 2, our sole “routine” ~~matter: the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm. Your broker will not have~~matter, but brokers and nominees cannot use their discretion to vote on“uninstructed” shares with respect to matters that are considered “non-routine”. “Non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, election of directors ~~which is a “non-routine” matter, absent direction from you.~~

(even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation) and certain corporate governance proposals, even if management supported. Accordingly, your broker or nominee may not vote your shares on Proposals Nos. 1, 3 or 4 without your instructions, but may vote your shares on Proposal No. 2.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8‑K ("Form 8-K") that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a ~~Current Report on~~ Form 8‑K within four business days after the Annual Meeting, we will file a ~~Current Report on~~ Form 8‑K to publish preliminary results and will provide the final results in an amendment to the ~~Current Report on~~ Form 8‑K as soon as they become available.

~~-3-~~

~~I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?~~

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. This procedure reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact us at the following address:

~~Sunrun Inc.~~

~~Attention: Investor Relations~~

~~595 Market Street, 29~~^th ~~Floor~~

~~San Francisco, CA 94105~~

~~Tel: 415-510-4833~~

~~Street name stockholders may contact their broker, bank or other nominee to request information about householding.~~

What is the deadline for stockholders to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

Stockholder Proposals

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at the next annual meeting of stockholders by submitting their proposals in writing to our Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for our ~~2018~~2020 annual meeting of stockholders, our Secretary must receive the written proposal at our principal executive offices not later than December 14, ~~2017.~~2019. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Stockholder proposals should be addressed to:

Sunrun Inc.

Attention: Secretary

595 Market Street, 29^th Floor

San Francisco, CA 94105

Our amended and restated bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our amended and restated bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our proxy materials with respect to such meeting, (ii) otherwise properly brought before such meeting by or at the direction of our board of directors, or (iii) properly brought before such meeting by a stockholder of record entitled to vote at the annual meeting who has delivered timely written notice to our Secretary, which notice must contain the information specified in our amended and restated bylaws. To be timely for our ~~2018~~2020 annual meeting of stockholders, our Secretary must receive the written notice at our principal executive offices:

not earlier than ~~January 28, 2018;~~February 3, 2020; and

not later than the close of business on ~~February 27, 2018.~~

March 4, 2020.

In the event that we hold our ~~2018~~2020 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary of the Annual Meeting, notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than the close of business on the 120th day before our ~~2018~~2020 annual meeting of stockholders and no later than the close of business on the later of the following two dates:

the 90th day prior to our ~~2018~~2020 annual meeting of stockholders; or

the 10th day following the day on which public announcement of the date of our ~~2018~~2020 annual meeting of stockholders is first made.

~~-4-~~

If a stockholder who has notified us of his, her or its intention to present a proposal at an annual meeting does not appear to present his, her or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.

Nomination of Director Candidates

You may propose director candidates for consideration by our nominating and corporate governance committee. Any such recommendations should include the nominee’s name and qualifications for membership on our board of directors and should be directed to our Secretary at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see “Board of Directors and Corporate Governance—Stockholder Recommendations for Nominations to the Board of Directors.”

In addition, our amended and restated bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must provide the information required by our amended and restated bylaws. In addition, the stockholder must give timely notice to our Secretary in accordance with our amended and restated bylaws, which, in general, require that the notice be received by our Secretary within the time periods described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.

Availability of Bylaws

A copy of our amended and restated bylaws is available on our website at www.sunrun.com under “Investors – Corporate Governance.” You may also contact our Secretary at our principal executive offices for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.

~~-5-~~

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our business affairs are managed under the direction of our board of directors, which is currently composed of ~~seven~~eight members. ~~Five~~Six of our directors are independent within the meaning of the listing standards of The ~~NASDAQ~~Nasdaq Stock ~~Market.~~Market ("Nasdaq"). 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.

Steven Vassallo, one of our current Class I directors, informed us on March 26, 2019, that he does not intend to stand for re-election at the Annual Meeting. Effective upon the Annual Meeting, the authorized size of our board of directors will be decreased to seven members. We thank Mr. Vassallo for his service to our company and board of directors.

The following table sets forth the names, ages as of April ~~13, 2017,~~18, 2019, and certain other information for each of the directors with terms expiring at the Annual Meeting (who are also nominees for election as a director at the Annual Meeting), and for each of the continuing members of our board of ~~directors:~~

directors, and Mr. Vassallo:

Class

Age

Position

Director
Since

Current
Term
Expires

Expiration
of Term
For Which
Nominated

Directors with Terms Expiring at the Annual Meeting/Nominees

Edward Fenster

II

40

Director

2007

2017

2020

Richard Wong (1)(2)

II

47

Director

2009

2017

2020

Leslie Dach (2)

II

62

Director

2016

2017

2020

Continuing Directors

Lynn Jurich

I

37

Chief Executive
Officer and Director

2007

2019

—

Steven Vassallo (1)(3)

I

45

Director

2009

2019

—

Gerald Risk (3)

III

48

Director

2014

2018

—

Katherine August-deWilde (1)(3)

III

69

Director

2016

2018

—



	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term For Which Nominated
Directors with Terms Expiring at the Annual Meeting/Nominees
Alan Ferber ⁽¹⁾	I	51	Director	2018	2019	2021
Lynn Jurich	I	39	Chief Executive Officer and Director	2007	2019	2021

Continuing Directors
Leslie Dach ⁽¹⁾	II	64	Director	2016	2020	—
Edward Fenster	II	42	Chairman and Director	2007	2020	—
Mary Powell ⁽²⁾	II	58	Director	2018	2020	—
Katherine August-deWilde ^{(2) (3)}	III	71	Director	2016	2021	—
Gerald Risk ⁽³⁾	III	50	Director	2014	2021	—

Non-Continuing Director
Steven Vassallo ^{(2) (3)}	I	47	Director	2009	2019	—

______________________

~~(1)~~

~~Member of our compensation committee~~

~~(2)~~

(1)

Member of our nominating and corporate governance committee

~~(3)~~
(2)	Member of our compensation committee


(3)	Member of our audit committee

Nominees for Director

Lynn Jurich. Ms. Jurich is one of our co-founders and has served as our Chief Executive Officer since March 2014 and as a member of our board of directors since inception. Ms. Jurich served as our Co-Chief Executive Officer from October 2012 to March 2014, our President from January 2009 to October 2012, and our Executive Vice President of Sales and Marketing from 2007 to January 2009. From July 2002 to July 2005, Ms. Jurich served as an associate at Summit Partners, a private equity firm. Ms. Jurich holds a B.S. in Science, Technology, and Society from Stanford University and an M.B.A. from the Stanford Graduate School of Business.

Ms. Jurich was selected to serve on our board of directors because of the perspective and experience she brings as one of our co-founders and as one of our largest stockholders.

Alan Ferber. Mr. Ferber has served as the Chief Executive Officer of Jackson Hewitt Tax Services, a provider of tax preparation services, since January 2017. Prior to joining Jackson Hewitt, Mr. Ferber was President of ADT Residential, a home security company, from 2013 until 2016. He also previously held the role of Senior Vice President and Chief Customer Officer for ADT. His other experience includes holding several executive leadership positions at US Cellular, a telecommunications company, from 2001 until 2012 including serving as Executive Vice President and Chief Operating Officer, Chief Strategy and Brand Officer. Mr. Ferber received a Bachelor of Arts degree in economics from the University of Michigan, and an MBA with a concentration in finance and marketing from Northwestern University’s Kellogg Graduate School of Management.

Mr. Ferber was selected to serve on our board of directors because of his experience and knowledge of consumer-facing industries.

Continuing Directors

Edward Fenster. Mr. Fenster is one of our co-founders and has served as our Chairman since March 2014 and as a member of our board of directors since inception. Mr. Fenster served as our Chief Executive Officer from June 2008 to October 2012, and our Co-Chief Executive Officer from October 2012 to March 2014. From May 2003 to June 2005, Mr. Fenster served as Director of Corporate Development at Asurion, LLC, a technology device protection and support company. From July 1999 to May 2003, Mr. Fenster worked at The Blackstone Group, a private equity firm. Mr. Fenster holds a B.A. in Economics from Johns Hopkins University and an M.B.A. from the Stanford Graduate School of Business.

Mr. Fenster was selected to serve on our board of directors because of the perspective and experience he brings as one of our co-founders and as one of our largest stockholders.

~~Richard Wong~~

. Mr. Wong has served as a member of our board of directors since July 2009. Since November 2006, Mr. Wong has served as a General Partner at Accel Partners, a venture capital firm. From 2001 to 2006, Mr. Wong served as Senior Vice President and General Manager of Products at Openwave Systems Inc., a software company. Mr. Wong currently serves on the boards of directors of Atlassian Corporation Plc, a software development tool company and a number of privately held companies. Mr. Wong holds a B.S. in Materials Science and Engineering and an M.S. in Management from the Massachusetts Institute of Technology.

~~Mr. Wong was selected to serve on our board of directors because of his extensive experience as an investor building emerging growth companies.~~

Leslie Dach. Mr. Dach has served as a member of our board of directors since May 2016. Mr. Dach brings more than 25 years of experience running major business and strategic initiatives across the ~~public,~~public, private and civil sectors, including leading corporate affairs and sustainability at Walmart Stores Inc. from 2006 to 2013. Mr. Dach ~~most recently~~ served as senior counselor to the Secretary of the U.S. Department of Health & Human ~~Services. While there, he worked closely with the HHS senior leadership team on strategic initiatives,~~Services from ~~strengthening the Department’s engagement with external partners~~2014 to ~~ensuring the success of the second and third Open Enrollment periods for the Health Insurance Marketplace.~~2016. Prior to that, Mr. Dach served as executive vice president of

~~-6-~~

corporate affairs for Walmart and was a member of the company’s executive council and executive finance committee. Mr. Dach has served on numerous boards including the Environmental Defense Fund, World Resources Institute, United Negro College Fund, the Yale University Council and the National Audubon Society. He previously served on our board of directors from June 2013 to July 2014. Mr. Dach holds a B.S. in Biology from Yale University and an M.P.A. from Harvard University.

Mr. Dach was selected to serve on our board of directors because of his extensive business experience in both the public and private sector and his prior experience with the Company.

~~Continuing Directors~~

Mary Powell

~~Lynn Jurich~~. Ms. ~~Jurich is one of our co-founders and~~Powell has served as ~~our~~the President and Chief Executive Officer of Green Mountain Power, an electric services company that serves residential and business customers in Vermont since ~~March 2014~~2008. Her previous roles at Green Mountain Power Corporation include Senior Vice President and ~~as a member of our board of directors since inception. Ms. Jurich served as our Co-Chief Executive~~Chief Operations Officer from ~~October 2012 to March 2014, our President from January 2009 to October 2012,~~2001-2008, and ~~our Executive~~Senior Vice President, ~~of Sales~~Customer and ~~Marketing~~Organizational Development from ~~2007 to January 2009. From July 2002 to July 2005,~~1999-2001. Ms. ~~Jurich served as~~Powell holds an ~~associate at Summit Partners, a private equity firm.~~ Associate's degree from Keene State College.

Ms. ~~Jurich holds a B.S. in Science, Technology, and Society from Stanford University and an M.B.A. from the Stanford Graduate School of Business.~~

~~Ms. Jurich~~Powell was selected to serve on our board of directors because of her extensive experience and knowledge of the ~~perspective~~energy and ~~experience she brings as one of our co-founders and as one of our largest stockholders.~~

~~Steven Vassallo~~utility industry.

. Mr. Vassallo has served as a member of our board of directors since October 2009 and previously served as a member of our board of directors from June 2008 to July 2009. Since October 2007, Mr. Vassallo has served as a General Partner at Foundation Capital, a venture capital firm. Mr. Vassallo currently serves on the boards of directors of Control4 Corporation, a home automation and smart controls company, and a number of privately held companies. Mr. Vassallo holds a B.S. in Mechanical Engineering from Worcester Polytechnic Institute and an M.B.A. from the Stanford Graduate School of Business.

~~Mr. Vassallo was selected to serve on our board of directors because of his extensive experience as an investor building emerging growth companies.~~

Gerald Risk. Mr. Risk has served as a member of our board of directors since February 2014. Since March 2013, Mr. Risk has served as Vice Chairman at Asurion, LLC, a company that provides device detection and support services, and previously served as its President from May 2009 to March 2013 and its Chief Financial Officer from February 1999 to May 2009. Mr. Risk currently serves on the boards of directors of a number of privately held companies. Mr. Risk holds a Bachelor of Commerce from Queen’s University and an M.B.A. from the Stanford Graduate School of Business.

Mr. Risk was selected to serve on our board of directors because of his extensive executive experience and his experience as an operator and investor building emerging growth businesses.

Katherine August-deWilde. Ms. August-deWilde has served as a member of our board of directors since January 2016. Ms. August-deWilde is currently the Vice Chair of First Republic Bank (NYSE: FRC), a position she has held since the beginning of ~~2016.~~2016, and has served on the board of directors since 1988. First Republic Bank offers private personal banking, private business banking, and private wealth management services. Ms. August-deWilde has ~~served as an~~held several executive leadership roles at ~~First Republic Bank since 1988. She served as~~the company, including COO from ~~1996-2014~~1993 - 2014, and President from ~~2007-2015.~~2007 - 2015. Previously, Ms. August-deWilde was Senior Vice President and Chief Financial Officer at PMI Group. Ms. August-deWilde currently serves on the board of directors of ~~First Republic Bank~~Eventbrite Inc. (NYSE: EB), a self-service ticketing and registration company, and TriNet Group Inc. (NYSE: TNET), a human resource software solutions company for businesses, as well as a number of privately held companies. She holds a B.A. degree from Goucher College and an M.B.A. from Stanford Graduate School of Business.

Ms. August-deWilde was selected to serve on our board of directors because of her extensive experience in the consumer facing financial industry.

Non-Continuing Director

Steven Vassallo. Mr. Vassallo has served as a member of our board of directors since October 2009 and previously served as a member of our board of directors from June 2008 to July 2009. Since October 2007, Mr. Vassallo has served as a General Partner at Foundation Capital, a venture capital firm. Mr. Vassallo currently serves on the boards of directors of several privately held companies. Mr. Vassallo holds a B.S. in Mechanical Engineering from Worcester Polytechnic Institute and an M.B.A. from the Stanford Graduate School of Business.

Mr. Vassallo was selected to serve on our board of directors because of his extensive experience as an investor building emerging growth companies.

Director Independence

Our common stock is listed on ~~The NASDAQ Global Select Market.~~Nasdaq. Under the listing standards of ~~The NASDAQ Stock Market,~~Nasdaq, independent directors must comprise a majority of a listed company’s board of directors, as affirmatively determined by the board of directors. In addition, the Nasdaq listing standards ~~of The NASDAQ Stock Market~~ require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under the Nasdaq listing standards, ~~of The NASDAQ Stock Market,~~ a director will only qualify as an “independent director” if, in the opinion of that listed company’s board of directors, that director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

~~-7-~~

Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Nasdaq listing ~~standards of The NASDAQ Stock Market.~~standards. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange Act and the ~~listing standards of The NASDAQ Stock Market.~~

Nasdaq.

Our board of directors has undertaken a review of the independence of each of our directors. Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has determined that ~~Steven Vassallo, Richard Wong,~~Katherine August-deWilde, Leslie Dach, Alan Ferber, Mary Powell, and Gerald Risk ~~Katherine August-deWilde and Leslie Dach~~ do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the Nasdaq listing ~~standards of The NASDAQ Stock Market.~~standards. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with ~~our company~~the Company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee ~~director, and the transactions involving them described in the section titled “Related Person Transactions.”~~

director.

Board Leadership Structure and Lead Independent Director

Our Corporate Governance Guidelines require that if we do not have an independent chairperson ~~than~~then we will appoint a lead independent director. Mr. Fenster currently serves as an executive and ~~chairman~~Chairman of our board of directors. Our board of directors believes that it can benefit from Mr. Fenster’s years of experience as a founder and executive of the Company. Mr. Fenster possesses detailed in-depth knowledge of the issues, opportunities, and challenges facing us.

Mr. Vassallo is currently ~~serves as~~ the Lead Independent Director of our board of directors. Our board of directors believes that the current board leadership structure, with a strong emphasis on board independence, allows our management team to focus on our day-to-day business while allowing the Lead Independent Director to lead our board of directors in its fundamental role of providing independent advice to and oversight of management. In addition, as described below, our board has three standing committees, each member of which is an independent director. Our board delegates substantial responsibility to each committee of the board, which reports their activities and actions back to the full board. We believe that the independent committees of our board are an important aspect of the leadership structure of our board.

In connection with Mr. Vassallo’s intention to not stand for re-election to the board of directors, the board of directors will appoint another independent director to serve as the Lead Independent Director after the Annual Meeting.

Board Meetings and Committees

During our fiscal year ended December 31, ~~2016,~~2018, our board of directors held ~~five~~four meetings (including regularly scheduled and special meetings), and each director attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served.

Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we strongly encourage our directors to attend.

Seven of the then-serving members of our board of directors attended our 2018 annual meeting of stockholders.

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the three committees of our board of directors is described below. Members will serve on these committees until their resignation or until as otherwise determined by our board of directors.

Audit Committee

Our audit committee consists of Messrs. Vassallo and Risk and Ms. August-deWilde, with Mr. Risk serving as the chair. Each member of our audit committee meets the requirements for independence and financial literacy for audit committee members under the Nasdaq listing standards ~~of The NASDAQ Stock Market~~ and SEC rules and regulations. In addition, our board of directors has determined that Mr. Risk and Ms. August-deWilde are each an audit committee financial expert within the meaning of Item 407(d) of Regulation S‑K under the Securities Act of 1933, as ~~amended.~~amended (the “Securities Act”). Mr. Vassallo is not standing for re-election at the Annual Meeting and will no longer serve on the audit committee following the Annual Meeting. Our audit committee is responsible for, among other things:

selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

helping to ensure the independence and performance of the independent registered public accounting firm;

discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end results of operations;

developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

~~-8-~~

•

~~reviewing our policies on risk assessment and risk management;~~

reviewing our policies on risk assessment and risk management;

reviewing related party transactions; and

approving or, as required, pre-approving, all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the Nasdaq listing ~~standards of The NASDAQ Stock Market.~~standards. A copy of the charter of our audit committee is available on our website at www.sunrun.com under “Investors – Corporate Governance”. During our fiscal year ended December 31, ~~2016,~~2018, our audit committee held ~~five~~seven meetings.

Compensation Committee

Our compensation committee consists of Mses. August-deWilde and Powell and Mr. Vassallo, with Ms. August-deWilde ~~Messrs. Vassallo and Wong, with Mr. Wong~~ serving as the chair. Each member of our compensation committee meets the requirements for independence for compensation committee members under the Nasdaq listing standards ~~of The NASDAQ Stock Market~~ and SEC rules and regulations, including Rule 10C-1 under the Exchange Act. Each member of our compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code (the “Code”). Mr. Vassallo is not standing for re-election at the Annual Meeting and will no longer serve on the compensation committee following the Annual Meeting. Our compensation committee is responsible for, among other things:

reviewing, approving and determining, or making recommendations to our board of directors regarding, the compensation of our executive officers;

administering our equity compensation plans;

reviewing, approving and making recommendations to our board of directors regarding incentive compensation and equity compensation plans;

evaluating director compensation and making recommendations to our board of directors regarding the compensation of our directors; and

establishing and reviewing general policies relating to compensation and benefits of our employees.

Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the Nasdaq listing ~~standards of The NASDAQ Stock Market.~~standards. A copy of the charter of our compensation committee is available on our website at www.sunrun.com under “Investors – Corporate Governance”. During our fiscal year ended December 31, ~~2016,~~2018, our compensation committee held ~~three~~five meetings.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Messrs. ~~Wong~~Ferber and Dach, with Mr. Dach serving as the chair. Each member of our nominating and corporate governance committee meets the requirements for independence under the Nasdaq listing standards ~~of The NASDAQ Stock Market~~ and SEC rules and regulations. Our nominating and corporate governance committee is responsible for, among other things:

identifying, evaluating and selecting, or making recommendations to our board of directors regarding, nominees for election to our board of directors and its committees;

evaluating the performance of our board of directors and of individual directors;

considering and making recommendations to our board of directors regarding the composition of our board of directors and its committees;

reviewing developments in corporate governance practices;

evaluating the adequacy of our corporate governance practices and reporting; and

developing and making recommendations to our board of directors regarding corporate governance guidelines and matters.

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable Nasdaq listing standards ~~of The NASDAQ Stock Market.~~o. A copy of the charter of our nominating and corporate governance committee is available on our website at www.sunrun.com under “Investors – Corporate Governance”. During our fiscal year ended December 31, ~~2016,~~2018, our nominating and corporate governance committee held ~~one meeting.~~

~~-9-~~

two meetings.

Compensation Committee Interlocks and Insider Participation

During the last fiscal year, ~~Ms.~~Mses. August-deWilde and Powell and Messrs. Vassallo and Wong served as members of our compensation committee. Ms. Powell joined the compensation committee on February 1, 2018, and Mr. Wong resigned from our board of directors effective March 1, 2018. None of the members of our compensation committee is or has been an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our board of directors or compensation committee.

Considerations in Evaluating Director Nominees

Our nominating and corporate governance committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our nominating and corporate governance committee will consider the current size and composition of our board of directors and the needs of our board of directors and the respective committees of our board of directors. Some of the qualifications that our nominating and corporate governance committee considers include, without limitation, issues of character, integrity, judgment, diversity, ~~of experience,~~ independence, area of expertise, corporate experience, length of service, potential conflicts of interest and other commitments. Nominees must also have the ability to offer advice and guidance to our Chief Executive Officer based on past experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated. Director candidates must have sufficient time available in the judgment of our nominating and corporate governance committee to perform all board of director and committee responsibilities. Members of our board of directors are expected to prepare for, attend, and participate in all board of director and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests.

Although our board of directors does not maintain a specific policy with respect to board diversity, our board of directors believes that our board of directors should be a diverse body, and our nominating and corporate governance committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our nominating and corporate governance committee may take into account the benefits of diverse viewpoints. Our nominating and corporate governance committee also considers these and other factors as it oversees the annual board of director and committee evaluations. After completing its review and evaluation of director candidates, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection.

Stockholder Recommendations for Nominations to the Board of Directors

Our nominating and corporate governance committee will consider candidates for director recommended by stockholders holding at least one percent (1%) of the fully diluted capitalization of our company continuously for at least twelve (12) months prior to the date of the submission of the recommendation, so long as such recommendations comply with our amended and restated certificate of incorporation and amended and restated bylaws and applicable laws, rules and regulations, including those promulgated by the SEC. Our nominating and corporate governance committee will evaluate such recommendations in accordance with its charter, our amended and restated bylaws, our policies and procedures for director candidates, as well as the regular director nominee criteria described above.

This process is designed to ensure that our 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 General Counsel or our Legal Department 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 common stock and a signed letter from the candidate confirming willingness to serve on our board of directors. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors.

~~Under our bylaws, stockholders may also nominate persons for our board of directors.~~

Any nomination must comply with the requirements set forth in our bylaws and should be sent in writing to our Secretary at Sunrun Inc., 595 Market Street, 29^th Floor, San Francisco, CA 94105. To be timely for our ~~2018~~2020 annual meeting of stockholders, our Secretary must receive the nomination no earlier than ~~January 28, 2018~~February 3, 2020 and no later than ~~February 27, 2018.~~

March 4, 2020.

Communications with the Board of Directors

Interested parties wishing to communicate with our board of directors or with an individual ~~member or~~ members of our board of directors may do so by writing to our board of directors or to the particular ~~member or~~ members of our board of directors, and mailing the correspondence to our General Counsel at Sunrun Inc., 595 Market Street, 29^th Floor, San Francisco, CA 94105. Our General Counsel, in consultation with appropriate members of our board of directors as necessary, will review all incoming communications

~~-10-~~

and, if appropriate, ~~all~~ such communications will be forwarded to the appropriate member or members of our board of directors, or if none is specified, to the Chairman of our board of directors.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Our board of directors has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is posted on the Corporate Governance portion of our website at www.sunrun.com under “Investors – Corporate Governance”. We will post amendments to our Code of Business Conduct and Ethics or waivers of our Code of Business Conduct and Ethics for directors and executive officers on the same website.

Risk Management

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, political, regulatory, legal and compliance, and reputational. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day management of risks the company faces, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are appropriate and functioning as designed.

Our board of directors believes that open communication between management and our board of directors is essential for effective risk management and oversight. Our board of directors meets with our Chief Executive Officer and other members of the senior management team at quarterly meetings of our board of directors, where, among other topics, they discuss strategy and risks facing the company, as well as at such other times as they ~~deemed~~deem appropriate.

While our board of directors is ultimately responsible for risk oversight, our board committees assist our board of directors in fulfilling its oversight responsibilities in certain areas of risk. Our audit committee assists our board of directors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting and disclosure controls and procedures, legal and regulatory compliance, and discusses with management and the independent auditor guidelines and policies with respect to risk assessment and risk management. Our audit committee also reviews our major financial risk exposures and the steps management has taken to monitor and control these exposures. Our audit committee also monitors certain key risks on a regular basis throughout the fiscal year, such as risk associated with internal control over financial reporting and liquidity risk. Our nominating and corporate governance committee assists our board of directors in fulfilling its oversight responsibilities with respect to the management of risk associated with board organization, membership and structure, and corporate governance. Our compensation committee assesses risks created by the incentives inherent in our compensation policies. Finally, our full board of directors reviews strategic and operational ~~risk~~risks in the context of reports from the management team, receives reports on ~~all~~ significant committee activities, and evaluates the risks inherent in significant transactions.

Director Compensation

~~In January 2016, we implemented~~

We have a non-employee director pay policy pursuant to which our unaffiliated, non-employee directors are eligible to receive equity awards and annual cash compensation for service on our board of directors and committees of our board of directors. ~~This policy was amended in March 2017.~~

2018 Cash Compensation

~~At present, unaffiliated,~~

For 2018 our non-employee directors ~~are~~were entitled to receive the following cash compensation under our non-employee director pay policy for their services:

$50,000 per year for service as a board member;

$25,000 per year for service as chair of the audit committee;

$10,000 per year for service as chair of the compensation committee;

$5,000 per year for service as chair of the nominating and corporate governance committee; and

$10,000 per year for service as a non-chairperson member of the audit committee.

~~-11-~~

All cash payments to non-employee directors are paid ~~quarterly.~~

quarterly and newly hired directors receive a pro-rata cash fee.

2019 Cash Compensation

In March 2019, with the assistance of our compensation consultant, Meridian Compensation Partners, LLC (Meridian), we analyzed our non-employee director compensation practices. Meridian advised that our non-employee director pay was well below the median of our peer group. Accordingly, in March 2019 we amended our non-employee director compensation policy to increase the cash compensation payable to our non-employee directors in order to approximate the median of our peer group. Commencing in 2019 our non-employee directors were entitled to receive the following cash compensation under our non-employee director pay policy for their services:

$50,000 per year for service as a board member;

$25,000 per year for service as the lead independent director;

$25,000 per year for service as chair of the audit committee;

$15,000 per year for service as chair of the compensation committee;

$10,000 per year for service as chair of the nominating and corporate governance committee;

$10,000 per year for service as a non-chairperson member of the audit committee;

$7,500 per year for service as a non-chairperson member of the compensation committee; and

$5,000 per year for services as a non-chairperson member of the nominating and corporate governance committee.

Equity Compensation

~~Each unaffiliated,~~

Under our non-employee director compensation policy, each non-employee director who ~~joins our board~~is serving on January 1^st of ~~directors~~an applicable fiscal year will ~~be granted, at the time of election or appointment, a~~receive an annual restricted stock unit (“RSU”) award ~~having~~grant on such date, or the next trading day if January 1^st is not a ~~pro-rated~~trading date, with the number of shares subject to the RSU award determined based on a specified dollar value and the closing trading price of ~~$100,000, as determined~~our stock on the date of grant. ~~The~~Newly appointed or elected non-employee directors receive on the date of their initial appointment or election a pro-rated RSU grant their first year of service with the number of shares subject to the RSU award ~~will~~value determined in proportion to the length of active service expected to be provided by such on-employee director during their first fiscal year. These RSU awards vest 100% on January 1^st the year following the date of grant, subject to the non-employee directors’ continued service on our board of directors through the ~~board member. In addition,~~vesting date.

For 2018 our non-employee directors were each ~~then-serving unaffiliated, non-employee director will be~~ granted an annual ~~RSU~~restricted stock unit (“RSU”) award having ~~an award~~a value of $100,000 (or the applicable pro-rated value), as determined on the applicable date of grant. ~~The annual award~~Under our amended non-employee director compensation policy, for 2019 the RSU grants to our non-employee directors will ~~vest 100%~~have a value of $155,000 (or the applicable pro-rated value), as determined on ~~January 1~~^stthe ~~year following the~~applicable date of grant, ~~subject~~which increase was made to more closely align with the ~~continued service~~median pay practices of ~~the board member.~~

our peer group.

Director Compensation for Fiscal Year ~~2016~~

2018

The following table sets forth a summary of the compensation received by our non-employee directors ~~who received compensation~~ during our fiscal year ended December 31, ~~2016:~~

2018:

Director

Fees Earned or Paid
in Cash($)

Stock Awards($)(1)

Total($)

Katherine August-deWilde (3)

$
50,000

$
91,664

$
141,664

Leslie Dach (3)

$
33,375

$
67,000

$
100,375

Gerald Risk (3)

$
65,000

$
100,000

$
165,000

Jameson McJunkin (2)(3)

—

—

—

Steven Vassallo (3)

—

—

—

Richard Wong (3)

—

—

—



Director	Fees Earned or Paid in Cash ($)		Stock Awards ($) ⁽¹⁾		Total ($)
Katherine August-deWilde ⁽²⁾	$	60,000	$	100,000	$	160,000
Leslie Dach ⁽²⁾	$	55,000	$	100,000	$	155,000
Alan Ferber ^{(2) (3)}	$	45,750	$	91,663	$	137,413
Mary Powell ^{(2) (3)}	$	45,750	$	91,663	$	137,413
Gerald Risk ⁽²⁾	$	75,000	$	100,000	$	175,000
Steven Vassallo ⁽²⁾	$	60,000	$	100,000	$	160,000
Richard Wong ⁽⁴⁾	—		$	100,000	$	100,000

______________________

~~(1)~~

(1)

The amounts reported in the Stock Awards column represent the grant date fair value of the stock awards granted to the named directors during ~~2016~~2018 as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 Compensation Stock Compensation or ASC 718. Note that the amounts reported in the column reflect the accounting cost for these stock awards, and do not correspond to the actual economic value that may be received by the named directors from the stock ~~awards.~~

award


(3)	Mr. Ferber and Ms. Powell were each appointed to our board of directors effective February 1, 2018.


(4)	Mr. Wong resigned from our board of directors effective March 1, 2018.

reviewed and discussed the audited financial statements with management and E&Y;

discussed with E&Y the matters required to be discussed by the ~~statement~~Statement on Auditing Standards No. ~~16,~~1301, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), and as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and

received the written disclosures and the letter from E&Y required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with E&Y its independence.

Assisted in the development of the 2018 compensation peer group and analyzed the Radford Technology Survey data we review to assess overall market competitive compensation practices;

Reviewed and assessed our compensation practices and the cash and equity compensation levels of our executive officers (including an analysis of the effectiveness of our equity incentive program as a retention tool and an analysis of the cost of our change in control benefits in relation to market practices), including our NEOs;

Reviewed and assessed our current compensation programs and identified certain changes for the compensation committee’s consideration to potentially implement in order to remain competitive with the market, as well as conducted an equity burn rate and overhang analysis;

Reviewed and assessed our current NEO severance and change in control benefits against peer practices; and

Advised on regulatory developments relating to executive compensation, and collaborated on the risk assessment relating to employee compensation.

Six months’ of base salary, payable in a lump sum;

A pro-rata cash bonus equal to the average aggregate of the cash bonuses paid to him for the two preceding years;

Accelerated vesting of 50% of his unvested options and restricted stock units;

An extended period of 24 months following his resignation date to exercise any vested options; and

Six months’ of COBRA premium reimbursements.

12 months of base salary and COBRA premiums (Ms. Jurich and Mr. Fenster) or six months of base salary and COBRA premiums (Messrs. Komin and Dawson, and Ms. Steele);

A pro-rata bonus amount based on the average bonus payable to such individual for the prior two years, or if none, a pro-rata portion of the target bonus in the year ~~neither Semler Brossy nor Meridian~~of termination; and

50% equity vesting acceleration.

18 months of base salary and COBRA premiums;

150% target annual cash bonus;

100% equity vesting acceleration; and

18 months post-termination exercise period for options.

12 months of base salary and COBRA premiums;

100% target annual bonus;

100% equity vesting acceleration; and

12 months post-termination exercise period for options.

We structure our compensation program to consist of both fixed and variable components. The fixed (or base salary) component is designed to provide income independent of our stock price performance so that employees will not focus exclusively on stock price performance to the detriment of other important business metrics. The equity component of our compensation program is intended to discourage employees from taking actions that focus only on our short-term success and helps align our employees with our stockholders and on our longer-term success. Our employee equity-based awards have time-based vesting, generally over a period of four years. A significant portion of the compensation paid to our executive officers and the members of our board of directors is in the form of equity with time-based vesting.

We maintain internal controls over the measurement and calculation of financial information, which are designed to prevent this information from being manipulated by any employee, including our executive officers.

While we do not cap the cash incentive award for our sales incentive plans to provide maximum incentive for our sales teams to meet and exceed their objectives, we do maintain internal controls over the determination of sales incentive awards which allows us to ensure that we are awarding those sales people who operate with absolute integrity and we believe helps to prevent problematic behaviors.

Our employees are required to comply with our Code of Business Conduct and Ethics, which covers, among other things, accuracy in financial and business records keeping. Further, our sales teams are also subject to a specific Sales Code of Conduct which we believe enforces customer-centered behaviors including compliance with all consumer protection laws and fosters a culture of absolute integrity in our employees.

As part of our policies on trading in securities, we prohibit hedging transactions involving our securities so that our executive officers and other employees cannot insulate themselves from the effects of poor stock price performance.

Name

Year

Salary ($)

Bonus ($)

Option
Awards
(1) ($)

Stock
Awards
(2) ($)

Non-Equity
Incentive Plan
Compensation
(3) ($)

All Other
Compensation
($)

Total
($)

Lynn Jurich, CEO

2016

476,438

—

1,180,770

1,333,500

424,052

—

3,414,760

2015

395,753

100,000

—

—

350,087

—

845,840

Bob Komin, Chief Financial Officer (4)

2016

338,219

—

421,704

1,349,500

195,675

—

2,305,098

2015

244,110

—

2,435,625

1,033,000

140,080

—

3,852,815

Edward Fenster, Chairman

2016

438,219

—

1,124,542

1,270,000

323,119

—

3,155,880

~~(4)~~	~~Mr. Komin was hired~~
(4)	All of our employees, including our named executive officers, are eligible to participate in our 401(k) plan. The amounts shown for each named executive officer for 2018 reflect matching contributions made to each of our named executive officers in 2018 with our 401(k) applicable to all employees and as ~~our Chief Financial Officer~~described elsewhere in ~~March 2015.~~ this proxy statement.


(5)	Mr. Dawson joined the Company as Chief Operating Officer effective December 6, 2017.


(6)	Ms. Steele was appointed the Company’s General Counsel effective May 18, 2018.

(7)

Mr. Winnowski’s employment terminated on April 1, 2018. Per the terms of his severance agreement, Mr. Winnowski was eligible for certain severance and benefits payments. The amount reflected in “All Other Compensation” for Mr. Winnowski reflects the aggregate value of his cash severance, the value of his health and welfare benefits, payout of accrued but unused paid time off, and the fair market value of modifications made to his outstanding equity awards as computed with ASC 718. Specific terms of Mr. Winnowski’s severance benefits can be found in our Form 8-K filed on December 6, 2017.

~~Welfare and Other Employee Benefits~~

~~We provide other benefits to our executive officers on the same basis as all~~

Grant of ~~our full-time employees~~Plan-Based Awards in the country where they reside. These benefits include health, dental and vision benefits, health and dependent care flexible spending accounts, commuter benefits, short-term and long-term disability insurance, accidental death and dismemberment insurance and basic life insurance coverage. See belowFiscal 2018

The following table presents, for ~~a description~~each of ~~our 401(k) plan.~~

~~-18-~~

~~Perquisites and Other Personal Benefits~~

~~We do not provide perquisites to~~ our named executive officers, ~~except in limited situations.~~

~~Pension Benefits~~

~~We did not sponsor any defined pension or other actuarial plan for our executive officers~~information concerning grants of plan-based awards made during fiscal 2018. This information supplements the ~~2016 fiscal year.~~

~~401(k) Plan~~

We maintain a tax-qualified retirement plan (401(k) "plan"). The 401(k) plan provides eligible employees with an opportunity to save for retirement on a tax-advantaged basis. Each eligible employee is able to participateinformation about these awards set forth in the ~~401(k) plan~~Summary Compensation Table.



	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			All Other Stock Awards: Number of Shares of Stock or Units	All Other Option Awards: Number of Securities Underlying Options	Exercise or Base Price of Option Awards ($/sh)	Grant Date Fair Value of Stock Awards($)⁽²⁾
	Grant Date	Threshold ($)	Target ($)	Maximum ($)	All Other Stock Awards: Number of Shares of Stock or Units		Exercise or Base Price of Option Awards ($/sh)	Grant Date Fair Value of Stock Awards($)⁽²⁾
Lynn Jurich	—	—	500,000	—	—	—	—	—

Bob Komin	—	—	280,000	—	—	—	—	—
Stock Option	4/13/2018	—	—	—	100,000	—	—	850,000
RSU	4/13/2018	—	—	—	—	100,000	8.50	460,040

Edward Fenster	—	—	360,000	—	—	—	—	—

Chris Dawson	—	—	262,500	—	—	—	—	—

Jeanna Steele	—	—	142,500	—	—	—	—	—
Stock Option	3/20/2018	—	—	—	—	45,000	8.05	169,848
RSU	3/20/2018	—	—	—	18,600	—	—	149,730
Stock Option	6/15/2018	—	—	—	—	47,000	13.63	346,808
RSU	6/15/2018	—	—	—	23,000	—	—	313,490

Paul Winnowski	—	—	—	—	—	—	—	—

______________________

(1)

Amounts in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” columns relate to cash incentive compensation opportunities under our 2014 Annual Incentive Plan. The actual amounts paid to our named executive officers are set forth in the “Summary Compensation Table” above, and the calculation of the actual amounts paid is discussed more fully in “Executive Compensation-Compensation Discussion and Analysis-Annual Incentive Plan Awards” above.

(2)

The amounts reported in this column represent the grant date fair value of the stock options or RSUs, as applicable, granted to the named executive officers during 2018 as computed in accordance with ASC 718. Note that the amounts reported in the column reflect the accounting cost for these stock awards, and do not correspond to the actual economic value that may be received by the named executive officers from the stock options or RSUs.

Option Exercises and Stock Vested in Fiscal 2018

The following table sets forth the number of ~~his or her date~~shares acquired and the value realized upon the exercise of ~~hire. Under~~stock options and the ~~401(k) plan, participants are able to defer up to 90%~~vesting of their eligible compensation subject to applicable annual Code limits. Under the 401(k) plan, all participants' interests in their deferrals are 100% vested when contributed. The 401(k) plan permits us to make matching contributions and profit sharing contributions to eligible participants, although we have declined to make any such contributions to date. We intend forRSUs during fiscal 2018 by each of our 401(k) plan to qualify under Section 401(a) and 501(a) of the Code so that contributions by employees to our 401(k) plan, and income earned on those contributions, are not taxable to employees until withdrawn from our 401(k) plan.

named executive officers.



Name	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)	Value of Realization on Vesting ($)⁽¹⁾
Lynn Jurich	276,205	2,114,198	247,625	2,540,784
Bob Komin	—	—	212,493	2,234,386
Edward Fenster	50,000	426,500	176,250	1,816,050
Chris Dawson	—	—	62,500	813,750
Jeanna Steele	—	—	19,637	207,960
Paul Winnowski	—	—	32,547	240,033

______________________


(1)	The value realized on vesting is calculated by multiplying the number of shares of stock by the market value of the underlying shares on the applicable vesting date.

Executive Employment Agreements

Lynn Jurich

We have entered into a confirmatory employment letter with Lynn Jurich, our Chief Executive Officer. The confirmatory employment letter, dated May 12, 2015, has no specific term and provides for at-will employment. At December 31, ~~2016 and currently,~~2018, Ms. Jurich’s annual base salary was ~~and remains~~ $500,000, and she was ~~and remains~~ eligible for annual target incentive payments equal to 100% of her base salary.

~~Bob Komin~~

~~Bob Komin became our Chief Financial Officer in March 2015.~~

Chris Dawson

We have entered into ~~a confirmatory~~an employment offer letter ~~with him~~to Chris Dawson, our Chief Operating Officer. The offer letter, dated ~~May 12, 2015. The confirmatory employment letter~~November 13, 2017, has no specific term and provides for at-will employment. At December 31, ~~2016,~~2018, Mr. ~~Komin’s~~Dawson’s annual base salary was $350,000, and he was eligible for annual target incentive payments equal to ~~65%~~75% of his base salary. ~~Currently, his annual base salary remains $350,000 and he is eligible for annual target incentive payments equal to 80% of his base salary.~~

Edward Fenster

We have entered into a confirmatory employment letter with Edward Fenster, our Chairman. The confirmatory employment letter, dated May 12, 2015, has no specific term and provides for at-will employment. At December 31, ~~2016 and currently,~~2018, Mr. Fenster’s annual base salary was ~~and remains~~ $450,000, and he was ~~and remains~~ eligible for annual target incentive payments equal to 80% of his base salary.

~~-19-~~

Bob Komin

We have entered into a confirmatory employment letter with Bob Komin, our Chief Financial Officer. The confirmatory employment letter, dated May 12, 2015, has no specific term and provides for at-will employment. At December 31, 2018, Mr. Komin’s annual base salary was $350,000, and he was eligible for annual target incentive payments equal to 80% of his base salary.

Jeanna Steele

We have entered into a letter agreement with Jeanna Steele, our General Counsel. The letter agreement, dated May 15, 2018, has no specific term and provides for at-will employment. At December 31, 2018, Ms. Steele’s annual base salary was $285,000, and she was eligible for annual target incentive payments equal to 50% of her base salary.

Outstanding Equity Awards at Fiscal Year-End

The following table provides information regarding outstanding equity awards held by our named executive officers at December 31, ~~2016.~~

2018.

Option Awards

Stock Awards

Name

Grant Date

Number of
Securities
Underlying Unexercised
Options
Exercisable

Number of
Securities
Underlying
Unexercised
Options
Unexercisable

Option
exercise
price ($)

Option
Expiration
Date

Number
of shares
or units of
stock that
have not
vested

Market
value of
shares of
units of stock
that have not
vested (8) ($)

Lynn Jurich

6/16/2011(1)

495,010

—

$
1.95

6/15/2021

—

—

4/12/2013(1)

303,500

—

$
3.19

4/11/2023

—

—

4/11/2014(2)

266,666

133,334

$
5.88

4/10/2024

—

—

2/11/2016(3)

—

619,469

$
5.08

2/10/2026

—

—

2/11/2016(4)

—

—

$
—

262,500

$1,393,875

Bob Komin

4/10/2015(5)

517,285

32,715

$
9.17

4/9/2025

—

—

4/10/2015(6)

—

—

$
—

—

56,250

$298,687

2/11/2016(3)

—

221,239

$
5.08

2/10/2026

—

—

2/11/2016(4)

—

—

$
—

—

93,750

$497,813

11/8/2016(7)

—

—

$
—

—

175,000

$929,250

Edward Fenster

6/16/2011(1)

495,010

—

$
1.95

6/15/2021

—

—

4/12/2013(1)

303,500

—

$
3.19

4/11/2023

—

—

4/11/2014(2)

266,666

133,334

$
5.88

4/10/2024

—

—

2/11/2016(3)

—

589,970

$
5.08

2/10/2026

—

—

2/11/2016(4)

—

—

$
—

—

250,000

$1,327,500



	Option Awards					Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Option Exercise price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of shares of Units of Stock That Have Not Vested ⁽²¹⁾ ($)
Lynn Jurich	6/16/2011 ⁽¹⁾	185,071	—	1.95	6/15/2021	—	—
	4/12/2013 ⁽¹⁾	303,500	—	3.19	4/11/2023	—	—
	4/11/2014 ⁽¹⁾	400,000	—	5.88	4/10/2024	—	—
	2/11/2016 ⁽²⁾	438,785	180,684	5.08	2/10/2026	—	—
	2/11/2016 ⁽³⁾	—	—	—		82,032	893,328
	3/15/2017 ⁽⁴⁾	437,497	562,503	5.00	3/14/2027	—	—
	3/15/2017 ⁽⁵⁾	—	—	—		234,000	2,548,260

Edward Fenster	6/16/2011 ⁽¹⁾	300,010	—	1.95	6/15/2021	—	—
	4/12/2013 ⁽¹⁾	303,500	—	3.19	4/11/2023	—	—
	4/11/2014 ⁽¹⁾	400,000	—	5.88	4/10/2024	—	—
	2/11/2016 ⁽²⁾	417,891	172,079	5.08	2/10/2026	—	—
	2/11/2016 ⁽³⁾	—	—	—		78,125	850,781
	3/15/2017 ⁽⁴⁾	276,498	355,502	5.00	3/14/2027	—	—
	3/15/2017 ⁽⁵⁾	—	—	—		146,250	1,592,663

Bob Komin	4/10/2015 ⁽⁶⁾	550,000	—	9.17	4/9/2025	—	—
	4/10/2015 ⁽⁷⁾	—	—	—		6,250	68,063
	2/11/2016 ⁽²⁾	156,709	64,530	5.08	2/10/2026	—	—
	2/11/2016 ⁽³⁾	—	—	—		29,297	319,044
	3/15/2017 ⁽⁴⁾	179,373	230,627	5.00	3/14/2027	—	—
	3/15/2017 ⁽⁵⁾	—	—	—		98,438	1,071,990
	4/13/2018 ⁽⁸⁾	—	100,000	8.50	4/12/2028	—	—
	4/13/2018 ⁽⁹⁾	—	—	—		100,000	1,089,000

Chris Dawson	12/15/2017 ⁽¹⁰⁾	125,000	375,000	6.06	12/14/2027	—	—
	12/15/2017 ⁽¹¹⁾	—	—	—		187,500	2,041,875

Paul Winnowski	2/1/2014 ⁽¹²⁾	169,613	—	3.87	10/7/2020	—	—
	3/17/2014 ⁽¹²⁾	100,000	—	5.88	3/16/2024	—	—
	2/11/2016 ⁽¹³⁾	190,865	—	5.08	2/10/2026	—	—
	3/15/2017 ⁽¹⁴⁾	256,250	—	5.00	3/14/2027	—	—

Jeanna Steele	4/10/2015 ⁽¹⁵⁾	18,750	1,250	9.17	4/9/2025	—	—
	2/11/2016 ⁽³⁾	—	—	—		3,125	34,031
	5/5/2016 ⁽¹⁶⁾	—	—	—		5,625	61,256
	3/15/2017 ⁽⁵⁾	—	—	—		3,263	35,534
	3/20/2018 ⁽¹⁷⁾	—	45,000	8.05	3/19/2028	—	—
	3/20/2018 ⁽¹⁸⁾	—	—	—		18,600	202,554
	6/15/2018 ⁽¹⁹⁾	—	47,000	13.63	6/14/2028	—	—
	6/15/2018 ⁽²⁰⁾	—	—	—		23,000	250,470

______________________

(1) The stock option is fully vested and immediately exercisable.

~~(1)~~

~~The stock option is fully vested and immediately exercisable.~~

~~(8)~~
(10)	Twenty-five percent of the shares subject to the option vested on December 15, 2018 and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.


(11)	The RSUs vest over four years. Twenty-five percent of the RSUs vested on December 15, 2018 and the remaining RSUs vest in equal quarterly installments thereafter subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.

(12)

The stock option is fully vested and immediately exercisable. Mr. Winnowski resigned as Chief Operating Officer in December 2017, at which time the award was subject to modification as described in the Company’s Form 8-K filed on December 6, 2017. Additionally, the Board of Directors approved an “extended exercise period” for Mr. Winnowski’s option award. The amount ~~reflected is calculated using $5.31 per share,~~shown reflects the number of shares subject to the option that are exercisable that were unexercised as of December 31, 2018. Mr. Winnowski resigned as President and his employment ceased on April 1, 2018.

(13)

Twenty-five percent of the shares subject to the option vested on February 11, 2017 and one forty-eighth of the shares subject to the option vested monthly thereafter, until Mr. Winnowski’s departure from the company in April 2018. Mr. Winnowski resigned as Chief Operating Officer in December 2017, at which istime the ~~NASDAQ~~award was subject to modification as described in the Company’s Form 8-K filed on December 6, 2017. Additionally, the Board of Directors approved an “equity award acceleration” and an “extended exercise period” for Mr. Winnowski’s option award. The amount shown reflects the number of shares subject to the option that are exercisable that were unexercised as of December 31, 2018. Mr. Winnowski resigned as President and his employment ceased on April 1, 2018.

(14)

Twenty-five percent of the shares subject to the option vested on March 15, 2018 and one forty-eighth of the shares subject to the option vested monthly thereafter, until Mr. Winnowski’s departure from the company in April 2018. Mr. Winnowski resigned as Chief Operating Officer in December 2017, at which time the award was subject to modification as described in the Company’s Form 8-K filed on December 6, 2017. Additionally, the Board of Directors approved an “equity award acceleration” and an “extended exercise period” for Mr. Winnowski’s option award. The amount shown reflects the number of shares subject to the option that are exercisable and unexercisable that were unexercised as of December 31, 2018. Mr. Winnowski resigned as President and his employment ceased on April 1, 2018.


(15)	Twenty-five percent of the shares subject to the option vested on March 9, 2016 and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.


(16)	The RSUs vest over four years. Twenty-five percent of the RSUs vested on May 5, 2017 and the remaining RSUs vest in equal quarterly installments thereafter subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.


(17)	Twenty-five percent of the shares subject to the option vest on March 15, 2019 and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.


(18)	The RSUs vest over four years. Twenty-five percent of the RSUs vest on March 15, 2019 and the remaining RSUs vest in equal quarterly installments thereafter subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.


(19)	Twenty-five percent of the shares subject to the option vest on June 15, 2019 and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.


(20)	The RSUs vest over four years. Twenty-five percent of the RSUs vest on June 15, 2019 and the remaining RSUs vest in equal quarterly installments thereafter subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.


(21)	This column represents the market value of the shares underlying the RSUs as of December 31, 2018, based on the closing ~~market~~ price of our common stock, as reported on Nasdaq, of $10.89 per share on December ~~30, 2016.~~ 31, 2018.

~~-20-~~

Potential Payments upon Termination or Change of Control



Name	Termination Without Cause or Resignation for Good Reason ($)	Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control ($)⁽¹⁾
Lynn Jurich
Cash severance payments	962,026	1,500,000
Continued health coverage	22,812	34,218
Accelerated vesting	3,902,252	7,804,505
Total:	4,887,090	9,338,723

Bob Komin
Cash severance payments	406,275	630,000
Continued health coverage	11,406	22,812
Accelerated vesting	2,260,205	3,853,125
Total:	2,677,886	4,488,437

Edward Fenster
Cash severance payments	791,560	1,215,000
Continued health coverage	22,812	34,218
Accelerated vesting	2,768,565	5,537,130
Total:	3,582,936	6,786,348

Chris Dawson
Cash severance payments	437,500	612,500
Continued health coverage	11,406	22,812
Accelerated vesting	1,926,563	3,853,125
Total:	2,375,469	4,488,437

Jeanna Steele
Cash severance payments	218,179	459,000
Continued health coverage	11,406	22,812
Accelerated vesting	356,898	713,795
Total:	586,482	1,195,607

Paul Winnowski
Severance payment⁽¹⁾	1,984,094	1,984,094
Total:	1,984,094	1,984,094

______________________


(1)	The values listed in the table for Mr. Winnowski reflect the lump sum payment to him under his Separation Agreement as described in this proxy statement.

Any cash severance payments payable under our Severance Plan in connection with a termination without cause or good reason resignation not related to a change in control are generally paid over the applicable severance benefit period, which is 12 months for Ms. Jurich and Mr. Fenster and six months for Messrs. Komin and Dawson, and Ms. Steele, unless the Company elects in its discretion to pay such amounts in a single lump sum. Any cash severance benefits payable under our Severance Plan in connection with a change in control related termination are paid in a single lump sum. In order to receive the severance benefits, the NEO must sign and not revoke a release of claims in our favor within the timeframe set forth in the Severance Plan. Mr. Winnowski’s cash severance benefits were payable in a single lump sum in consideration for a release of claims as provided in his Separation Agreement. For more information regarding the potential payments upon termination or change of control described above, see the “Executive Compensation-Compensation Discussion and Analysis-Paul Winnowski Termination, Separation and General Release Agreement and Post-Employment Compensation” sections of this proxy statement.

We adopted a change in control and severance plan applicable to our executive officers and certain other key employees. Under the plan, for the period from three months prior to until 12 months following a change in control (“change in control period”) if any plan participant is terminated for any reason other than cause, death or disability or a plan participant voluntarily resigns for good reason, the plan participant would be entitled to receive severance benefits. Lynn Jurich, Edward Fenster, ~~and~~Chris Dawson, Bob Komin and Jeanna Steele are plan participants. Upon the occurrence of such an event, Ms. Jurich and Mr. Fenster are each entitled to receive the following severance benefits: (i) a lump sum cash amount equal to 18 months of their then current annual base salary, (ii) a lump sum cash amount equal to 150% of their target bonus amount for the fiscal year of termination, (iii) reimbursement of continued health coverage under COBRA or taxable lump sum payment in lieu of reimbursement, as applicable, for a period of 18 months following termination, and (iv) all unvested equity awards held by the plan participant immediately prior to such termination will become vested and exercisable in full. Upon the occurrence of the same such event, Mr. ~~Komin~~Dawson is entitled to receive the following severance benefits: (i) a lump sum cash amount equal to 12 months of his then current annual base salary, (ii) a lump sum cash amount equal to 100% of his target bonus amount for the fiscal year of termination, (iii) reimbursement of continued health coverage under COBRA or taxable lump sum payment in lieu of reimbursement, as applicable, for a period of 12 months following termination, and (iv) all unvested equity awards held by Mr. ~~Komin~~Dawson immediately prior to such termination will become vested and exercisable in full.

Further, under the policy, if, outside the change in control period, any plan participant is terminated for any reason other than cause, death or disability or, in the case of certain plan participants (including our named executive officers), a plan participant voluntarily resigns for good reason, the plan participant would be entitled to receive severance benefits. Upon the occurrence of such an event, Ms. Jurich and Mr. Fenster are each entitled to receive the following: (i) continuing payments of their then current annual base salary for a period of 12 months following the termination date, (ii) a pro-rated amount of the average aggregate amount of the actual bonus payments paid to them during each of the two fiscal years immediately preceding the fiscal year of their termination date and payable over a period of 12 months following the termination date, (iii) reimbursement of continued health coverage under COBRA or taxable lump sum payment in lieu of reimbursement, as applicable, for a period of 12 months following termination, and (iv) 50% of all unvested equity awards held by such plan participant immediately prior to such termination will become vested and exercisable in full. Upon the occurrence of the same such an event, Mr. ~~Komin~~Dawson is entitled to receive the following: (i) continuing payments of this then current annual base salary for a period of six months following the termination date, (ii) a pro-rated amount of the average aggregate amount of the actual bonus payments paid to him during each of the two fiscal years immediately preceding the fiscal year of the termination date and payable over a period of six months following the termination date, (iii) reimbursement of continued health coverage under COBRA or taxable lump sum payment in lieu of reimbursement, as applicable, for a period of six months following termination, and (iv) 50% of all unvested equity awards held by Mr. ~~Komin~~Dawson immediately prior to such termination will become vested and exercisable in full.

In order to receive the severance benefits, Ms. Jurich, Mr. Fenster and/or Mr. ~~Komin~~Dawson must sign and not revoke a release of claims in our favor within the timeframe set forth in the plan.

~~Compensation Committee Report~~

The compensation committee has reviewed and discussed the section titled “Executive Compensation” with management. Based on such review and discussion, the compensation committee has recommended to the board of directors that the section titled “Executive Compensation” be included in this proxy statement.

~~Respectfully submitted by the members of the compensation committee of the board of directors:~~

~~Richard Wong (Chair)~~

~~Steven Vassallo~~

~~Katherine August-deWilde~~

~~-21-~~

Equity Compensation Plan Information

The following table summarizes our equity compensation plan information as of December 31, ~~2016.~~2018. Information is included for equity compensation plans approved by our stockholders. We do not have any equity compensation plans not approved by our stockholders.

Plan Category

(a) Number
of Securities
to be Issued
Upon
Exercise of
Outstanding
Options,
Warrants
and Rights

(b) Weighted
Average
Exercise
Price of
Outstanding
Options (1)
($)

(c) Number of
Securities
Remaining
Available for
Future
Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
Reflected in
Column (a))

Equity compensation plans approved by stockholders(1)

17,003,067
(2)

$
5.94
(3)

13,592,332

Equity compensation plans not approved by stockholders

—

—

—

Total

17,003,067

$
5.94

13,592,332



Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		(b) Weighted Average Exercise Price of Outstanding Options ⁽¹⁾ ($)		(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Equity compensation plans approved by stockholders	17,632,258	⁽²⁾	6.07	⁽³⁾	17,235,969
Equity compensation plans not approved by stockholders	—		—		—
Total	17,632,258		6.07		17,235,969

______________________

~~(1)~~

(1)

Includes the following plans: 2008 Equity Incentive Plan, 2009 Mainstream Energy Corporation ("MEC") Stock Plan, 2013 Equity Incentive Plan, 2014 Equity Incentive Plan, 2015 Equity Incentive Plan ("2015 Plan"), and 2015 Employee Stock Purchase Plan ("2015 ESPP"). Our 2015 Plan provides that on January 1st of each fiscal year commencing in 2016 and ending on (and including) January 1, 2025, the number of shares authorized for issuance under the 2015 Plan is automatically increased by a number equal to the lesser of (i) 10,000,000 shares; (ii) 4% of the outstanding shares of our common stock as of the last day of the immediately preceding fiscal year, or; (iii) such other amount as our board of directors may determine. Our 2015 ESPP provides that on January 1st of each fiscal year commencing in 2016 and ending on (and including) January 1, 2035, the number of shares authorized for issuance under the 2015 ESPP is automatically increased by a number equal to the lesser of (i) 5,000,000 shares; (ii) 2% of the outstanding shares of our common stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as our board of directors may determine. We do not have any non-stockholder approved equity compensation plans.

~~(12)~~

(18)

As of December 31, ~~2015,~~2018, the reporting date of the most recent filing with the SEC by entities affiliated with ~~Madrone Partners~~BlackRock, Inc. (“BlackRock”) pursuant to Section 13(g) of the Exchange Act filed on February ~~16, 2016, Madrone Partners, L.P. (“Madrone”)~~6, 2019, BlackRock has ~~shared~~sole voting power with respect to 6,515,352 shares and sole dispositive power with respect to ~~6,374,192 shares and Madrone Capital Partners, LLC (“MCP”) has shared voting and dispositive power with respect to 6,374,192~~6,725,927 shares. MCP is the general partner of Madrone, and shares voting and dispositive power over the shares held by Madrone. Jameson McJunkin is a managing member of MCP, which serves as the general partner of Madrone and shares voting and dispositive power over the shares held by Madrone. Mr. McJunkin disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. The address for ~~Madrone Partners~~BlackRock is ~~3000 Sand Hill Road, Building 1, Suite 150, Menlo Park, CA 94025. The reported amount of securities beneficially owned includes 163,794 shares issuable upon the exercise of warrants held by Madrone.~~

55 East 52^nd Street, New York, NY 10055.

~~-25-~~

RELATED PERSON TRANSACTIONS

We ~~describe below~~had no transactions ~~and~~or series of similar transactions, since the beginning of our last fiscal year, and none are currently proposed, to which we were a party or will be a party, in which:

the amounts involved exceeded or will exceed $120,000; and

any of our directors, nominees for director, executive officers or beneficial holders of more than 5% of our outstanding common stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities (each, a related person), had or will have a direct or indirect material interest.

~~Transactions with Enphase Energy, Inc. and Aquion Energy, Inc.~~

We have entered into a procurement agreement with Enphase Energy, Inc. (“Enphase”) to purchase inverters and other equipment from them. For the fiscal year ended on December 31, 2016, we recorded $19.9 million in purchases from Enphase and had outstanding payables of $0.4 million as of December 31, 2016. Mr. McJunkin, who served as one of our directors until March 2017, also served as a director of Enphase during the fiscal year ended December 31, 2016 and Madrone Capital Partners and its affiliates, which has a material ownership interest in Sunrun, also had a material ownership interests in Enphase during the fiscal year ended on December 31, 2016.

In addition, we have entered into a distribution and sales agreement with Aquion Energy, Inc. (“Aquion”) to purchase and distribute certain battery components and accessories. For the fiscal year ended December 31, 2016, we recorded $0.4 million in purchases from Aquion and had a de minimis amount of outstanding payables as of December 31, 2016. Prior to January 1, 2016, we did not make purchases from Aquion. Mr. Vassallo, who serves as one of our directors, is also a director of Aquion.

Policies and Procedures for Related Party Transactions

Our audit committee has the primary responsibility for reviewing and approving transactions with related persons. Our audit committee charter provides that our audit committee shall review and approve in advance any related person transactions. Our board of directors has adopted a formal written policy providing that we are not permitted to enter into any transaction that exceeds $120,000 and in which any related person has a direct or indirect material interest without the consent of our audit committee. In approving or rejecting any such transaction, our audit committee is to consider the relevant facts and circumstances available and deemed relevant to our audit committee, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

~~-26-~~

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy materials with respect to two or more stockholders sharing the same address by delivering a single copy of the proxy statement, Annual Report on Form 10-K or Notice of Internet Availability of Proxy Materials, as applicable, addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies. This year, a number of brokers with account holders who are our stockholders will be householding our proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the impacted stockholders. Once you have received notice from us (if you are a stockholder of record) or from your broker (if you are a beneficial owner) that we or they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate proxy materials, including the Notice, or if you currently receive multiple copies and would like to request “householding” of your communications, please notify your broker or us. Direct your written request to us to the Sunrun Inc., Attention: Investor Relations, 595 Market Street, 29th Floor, San Francisco, CA 94105 or by telephone at (415) 510-4833. In the event a stockholder that received multiple copies would like to receive only one copy for such stockholder’s household, such stockholder should contact their bank, broker, or other nominee record holder, or contact us at the above address or phone number.

~~OTHER MATTERS~~

~~Section 16(a) Beneficial Ownership Reporting Compliance~~

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires that our executive officers, directors and 10% stockholders file reports of ownership and changes of ownership with the SEC. Such directors, executive officers and 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

SEC regulations require us to identify in this proxy statement anyone who filed a required report late during the most recent fiscal year. Based on our review of forms we received and written representations of our executive officers, directors and 10% stockholders, we believe that during our fiscal year ended December 31, ~~2016,~~2018, all Section 16(a) filing requirements were satisfied on a timely basis.

OTHER MATTERS

Fiscal Year ~~2016~~2018 Annual Report and SEC Filings

Our financial statements for our fiscal year ended December 31, ~~2016~~2018 are included in our Annual Report on Form 10‑K, which we will make available to stockholders at the same time as this proxy statement. This proxy statement and our annual report are posted on our website at www.sunrun.com under “Investors – Corporate Governance” and are available from the SEC at its website at www.sec.gov. You may also obtain a copy of our annual report without charge by sending a written request to Sunrun Inc., Attention: Investor Relations, 595 Market Street, 29^th Floor, San Francisco, California 94105.

* * *

The board of directors does not know of any other matters to be presented at the Annual Meeting. If any additional matters are properly presented at the Annual Meeting, the persons named in the enclosed proxy card will have discretion to vote the shares of our common stock they represent in accordance with their own judgment on such matters.

It is important that your shares of our common stock be represented at the Annual Meeting, regardless of the number of shares that you hold. You are, therefore, urged to vote by telephone or by using the Internet as instructed on the enclosed proxy card or execute and return, at your earliest convenience, the enclosed proxy card in the envelope that has also been provided.

THE BOARD OF DIRECTORS

San Francisco, California

April ~~13, 2017~~

18, 2019

~~-27-~~

ANNUAL MEETING OF STOCKHOLDERS OF SUNRUN INC. May 26, 2017 GO GREEN y y u u y y u xy u w u u w y v www y NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL xy xy v www xy y u xy v v v v 20330000000000001000 8 052617 u u Note:x y y u xy y u x u y u u v u u u y u y u v u u y u y u u x y u w v ( u y u v w Ow OOFORALLNOMINEESWITHHOLDAUTHORITYFORALLNOMINEESFORALLEXCEPT(Seeinstructionsbelow) INSTRUCTIONS:Towithholdauthoritytovoteforanyindividualnominee(s),mark“FORALLEXCEPT” andfillinthecirclenexttoeachnomineeyouwishtowithhold,asshownhere: NOMINEES: THEBOARDOFDIRECTORSRECOMMENDSYOUVOTE"FOR"ALLTHENOMINEESLISTEDINPROPOSAL1AND"FOR"PROPOSAL2. PLEASESIGN,DATEANDRETURNPROMPTLYINTHEENCLOSEDENVELOPE.PLEASEMARKYOURVOTEINBLUEORBLACKINKASSHOWNHEREx FOR AGAINST ABSTAIN y &uuu uu y NOTE: xu vuu yy y u

~~-28-~~

0 SUNRUN INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SUNRUN INC. " x w w u y" w w y v u u y y u u u w y u u y u w u w w u u u u v ( w y y u y u xy u y w (Continued and to be signed on the reverse side.) 1.1 14475

~~-29-~~

-49-

☐

Check the appropriate box:
☐	Preliminary Proxy Statement

☒

Payment of Filing Fee (Check the appropriate box):
☒	No fee required.

	2016		2015
Audit Fees (1)	$	4,880,000	$	8,771,198
Audit-Related Fees (2)		111,800		90,000
Tax Fees (3)		15,000		28,910
All Other Fees (4)		1,995		1,995
Total Fees	$	5,008,795	$	8,892,103



	2018		2017
Audit Fees ⁽¹⁾	$	6,463,000	$	5,335,050
Audit-Related Fees ⁽²⁾	—		50,000
Tax Fees ⁽³⁾	—		12,500
All Other Fees ⁽⁴⁾	1,995		1,995
Total Fees	$	6,464,995	$	5,399,545



Goal	Weighting
Megawatts Deployed: The total aggregate megawatt production capacity of our solar energy systems, whether sold directly to customers or subject to executed Customer Agreements, for which we have (i) confirmation that the systems are installed on the roof, subject to final inspection or (ii) in the case of certain system installations by our partners, accrued at least 80% of the expected project cost.	40%
Cash Generation: The change in consolidated total cash balance (including restricted cash) less any increases in recourse debt balances, adjusted for one-time items.	40%
Operational: Customer experience related goals tied to our mission statement and business plan.	20%

	~~(2)~~
	(2)	Aggregate number of securities to which transaction applies:

	~~(3)~~
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	~~(2)~~
	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

			~~Page~~

		Page
PROXY STATEMENT FOR ~~2017~~2019 ANNUAL MEETING OF STOCKHOLDERS		1
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE		6
	Nominees for Director	6
	Continuing Directors	7
	Non-Continuing Director	8
	Director Independence	7 8
	Board Leadership Structure and Lead Independent Director	8
	Board Meetings and Committees	8
	Compensation Committee Interlocks and Insider Participation	10
	Considerations in Evaluating Director Nominees	10
	Stockholder Recommendations for Nominations to the Board of Directors	10
	Communications with the Board of Directors	10 11
	Corporate Governance Guidelines and Code of Business Conduct and Ethics	11
	Risk Management	11
	Director Compensation	11
PROPOSAL NO. 1 ELECTION OF DIRECTORS		13 14
	Nominees	14
	Vote Required	14
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		14 15
	Fees Paid to the Independent Registered Public Accounting Firm	14 15
	Auditor Independence	14 15
	Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm	14 15
	Vote Required	16
PROPOSAL NO. 3 ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		17
	Vote Required	17
PROPOSAL NO. 4 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY STOCKHOLDER VOTES ON EXECUTIVE COMPENSATION		18
	Vote Required	18
REPORT OF THE AUDIT COMMITTEE		16 19
EXECUTIVE OFFICERS		17 20
EXECUTIVE COMPENSATION		18 21
	~~Processes~~Compensation Discussion and ~~Procedures for~~Analysis	21
	Executive Summary 2018 Financial and Business Highlights	22
	Executive Compensation Philosophy and Objectives	22
	Design	24
	Compensation Setting Process	24
	Role of Management	25
	Role of the Compensation Consultant	25
	Compensation Peer Group	25
	Elements of our Executive Compensation Program	26
	2018 Compensation Decisions	18 26
	Base Salary	26
	Annual Cash Incentive Plan Awards	27
	2018 Annual Incentive Plan Metrics	27



	Equity-Based Awards	28
	Benefits Programs and Perquisites	28
	Severance and Change in Control Benefits	28
	2019 Base Salary and Bonus Target Changes	29
	Other Compensation Policies	30
	Tax and Accounting Considerations	31
	Compensation Committee Report	31
	Fiscal ~~2016~~2018 Summary Compensation Table	18 32
	Grant of Plan-Based Awards in Fiscal 2018	33
	Option Exercises and Stock Vested in Fiscal 2018	34
	Executive Employment Agreements	19 34
	Outstanding Equity Awards at Fiscal Year-End	20 35
	Potential Payments upon Termination or Change of Control	21 38
	~~Compensation Committee Report~~	21
	Equity Compensation Plan Information	22 39
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		23 41
RELATED PERSON TRANSACTIONS		26 44
	Policies and Procedures for Related Party Transactions	26 44
HOUSEHOLDING OF ANNUAL MEETING MATERIALS		45
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		46
OTHER MATTERS		27 47
	~~Section 16(A) Beneficial Ownership Reporting Compliance~~	27
	Fiscal Year ~~2016~~2018 Annual Report and SEC Filings	27 47

Director	Fees Earned or Paid in Cash($)		Stock Awards($)(1)		Total($)
Katherine August-deWilde (3)	$	50,000	$	91,664	$	141,664
Leslie Dach (3)	$	33,375	$	67,000	$	100,375
Gerald Risk (3)	$	65,000	$	100,000	$	165,000
Jameson McJunkin (2)(3)		—		—		—
Steven Vassallo (3)		—		—		—
Richard Wong (3)		—		—		—

~~(2)~~
(2)	Audit-related fees for ~~2016~~2017 consist of consultations on ~~accounting matters and~~ internal controls over financial reporting. ~~Audit-related~~


(3)	Tax fees for ~~2015 consist of agreed upon procedures related to a 2015 debt transaction.~~

~~(4)~~
(4)	All other fees consist of fees for accessing E&Y’s online research database.

~~Name~~				~~Age~~	~~Position~~

Name	Age		Position
Lynn Jurich	39	37		Chief Executive Officer and Director
Edward Fenster	42	40		Executive Chairman and Director
Bob Komin	56	54		Chief Financial Officer
~~Paul Winnowski~~ Chris Dawson	50	45		~~President and~~ Chief Operating Officer
~~Mina Kim~~ Jeanna Steele	44	43		General Counsel



Executive	2018 Base Salary			% Increase
Lynn Jurich, Chief Executive Officer	$	500,000		0	%
Edward Fenster, Executive Chairman	$	450,000		0	%
Bob Komin, Chief Financial Officer	$	350,000		0	%
Jeanna Steele, General Counsel	$	285,000	⁽¹⁾	+35	%
Christopher Dawson, Chief Operating Officer	$	350,000		0	%
Paul Winnowski, former President	$	350,000		0	%


(1)	Ms. Steele's base salary increase became effective on May 20, 2018 in connection with her appointment to the role of General Counsel.



Executive	2018 Target Bonus		% Base Salary
Lynn Jurich, Chief Executive Officer	$	500,000	100	%
Edward Fenster, Executive Chairman	$	360,000	80	%
Bob Komin, Chief Financial Officer	$	280,000	80	%
Jeanna Steele, General Counsel	$	142,500	50	%
Christopher Dawson, Chief Operating Officer	$	262,500	75	%
Paul Winnowski, former President⁽¹⁾	N/A		N/A


(1)	Pursuant to the terms of his Transition, Separation and General Release Agreement described below, Mr. Winnowski was not eligible to earn any 2018 performance bonus.



Executive	Actual Bonus		% of Target Bonus
Lynn Jurich, Chief Executive Officer	$	335,000	67	%
Edward Fenster, Executive Chairman	$	241,000	67	%
Bob Komin, Chief Financial Officer	$	188,000	67	%
Jeanna Steele, General Counsel	$	73,000	67	%
Christopher Dawson, Chief Operating Officer	$	176,000	67	%
Paul Winnowski, former President⁽¹⁾	$	—	N/A



Executive	Options	RSUs	Total Equity Value	% of Total Direct Compensation
Bob Komin, Chief Financial Officer	100,000	100,000	$1,310,040	71%
Jeanna Steele, General Counsel	92,000	41,600	$979,876	74%



Executive	2019 Base Salary		% Increase
Lynn Jurich, Chief Executive Officer	$	600,000	20.0%
Edward Fenster, Executive Chairman	$	540,000	20.0%
Bob Komin, Chief Financial Officer	$	425,000	21.4%
Jeanna Steele, General Counsel	$	335,000	17.5%
Christopher Dawson, Chief Operating Officer	$	400,000	14.3%

Name	Year	Salary ($)		Bonus ($)		Option Awards (1) ($)		Stock Awards (2) ($)		Non-Equity Incentive Plan Compensation (3) ($)		All Other Compensation ($)		Total ($)
Lynn Jurich, CEO	2016		476,438		—		1,180,770		1,333,500		424,052		—		3,414,760
	2015		395,753		100,000		—		—		350,087		—		845,840

Bob Komin, Chief Financial Officer (4)	2016		338,219		—		421,704		1,349,500		195,675		—		2,305,098
	2015		244,110		—		2,435,625		1,033,000	140,080			—		3,852,815

Edward Fenster, Chairman	2016		438,219		—		1,124,542		1,270,000		323,119		—		3,155,880

~~(5)~~
(4)	Twenty-five percent of the shares subject to the option vested on March 15, 2018 and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.

~~(6)~~
(7)	The RSUs vest over four years. Twenty-five percent of the RSUs vested on March 9, 2016 and the remaining RSUs vest in equal monthly installments thereafter subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.

~~(7)~~
(8)	Twenty-five percent of the shares subject to the option vest on April 1, 2019 and one forty-eighth of the shares subject to the option vest monthly thereafter, subject to continued service to us and subject to acceleration of vesting as described in the “Potential Payments upon Termination or Change of Control” section of this proxy statement.

~~(2)~~
(2)	This number includes ~~4,105,774~~ 4,143,776shares subject to ~~restricted stock units.~~ RSUs.

~~(3)~~
(3)	The weighted average exercise price relates solely to outstanding stock option shares since shares subject to the ~~restricted stock units~~RSUs have no exercise price.

Name of Beneficial Owner	Number of Shares Beneficially Owned		Percentage of Shares Beneficially Owned
Named Executive Officers and Directors:
Lynn Jurich (1)		3,615,273		3.46	%
Bob Komin (2)		653,543	*
Steven Vassallo (3)		10,894,509		10.42	%
Richard Wong (4)		4,541,797		4.34	%
Gerald Risk (5)		627,804	*
Katherine August-deWilde (6)		78,044	*
Edward Fenster (7)		3,130,063		2.99	%
Leslie Dach(8)		150,329		*
All executive officers and directors as a group (10 persons) (9)		25,237,184		24.13	%
5% Stockholders:
Fidelity Management & Research(10)		15,421,308		14.74	%
Foundation Capital VI, L.P.(3)		10,894,509		10.42	%
Sequoia Capital U.S. Growth Fund IV, L.P.(11)		7,517,960		7.19	%
Madrone Partners, L.P.(12)		6,537,986		6.25	%

*
*	Represents beneficial ownership of less than one percent (1%) of the outstanding shares of our common stock.

~~(1)~~
(1)	Consists of (i) ~~2,336,085~~2,329,367 shares held of record by Ms. Jurich, ~~and~~ (ii) ~~1,279,188~~1,894,804 shares issuable pursuant to outstanding stock options held by Ms. Jurich which are exercisable within 60 days of March 1, ~~2017.~~ 2019, and (iii) 42,407 shares issuable pursuant to RSUs which will vest within 60 days of March 1, 2019.

~~(2)~~
(2)	Consists of (i) ~~61,055~~1,939,265 shares held of record by Mr. Fenster, (ii) 1,685,750 shares issuable pursuant to outstanding stock options held by Mr. Fenster which are exercisable within 60 days of March 1, 2019, and (iii) 31,875 shares issuable pursuant to RSUs which will vest within 60 days of March 1, 2019.


(3)	Consists of (i) 210,892 shares held of record by Mr. Komin, (ii) ~~581,812~~969,543 shares issuable pursuant to outstanding stock options held by Mr. Komin which are exercisable within 60 days of March 1, ~~2017~~2019, and (iii) ~~10,676~~42,188 shares issuable pursuant to RSUs which will vest within 60 days of March 1, ~~2017.~~ 2019.


(6)	Consists of (i) 60,000 shares held of record by ~~FC6~~deWilde Family Trust, for which Ms. August-deWilde and ~~FC6P. FCM6 owns no securities of the issuer directly. The reported amount of securities beneficially owned includes (i) 10,867,841~~her spouse serve as co-trustees, and (ii) 54,935 shares held directly by ~~FC6,~~Ms. August-deWilde.


(8)	Consists of ~~the Company and a managing member of FCM6 and may be deemed to share voting and investment power over the~~15,101 shares held of record by ~~FC6 and FC6P.~~ Mr. Ferber.