Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | SUNRUN INC. |
Entity Central Index Key | 0001469367 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Aug. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure [Table] | |||||
Pay vs Performance [Table Text Block] | Year Summary Compensation Table Total for PEO($) (1) Compensation Actually Paid to PEO($) (3) Average Summary Compensation Table Total for Non-PEO NEOs (4) ($) (f) Average Compensation Actually Paid to Non-PEO NEOs (5) ($) (g) Value of Initial Fixed $100 Investment Based On: (6) Net Income (loss) (7) ($) (j) Ms. Powell (2) (b) Ms. Jurich Ms. Powell Ms. Jurich Total Shareholder Return($) Peer Group Total Shareholder Return($) 2022 8,840,158 — 7,095,785 — 4,466,331 1,928,957 174 237 173,377,000 2021 8,886,753 9,088,801 7,416,257 (5,630,059) 4,428,242 (2,905,641) 248 250 (79,423,000) 2020 — 5,202,993 — 38,530,760 3,578,839 18,091,399 502 334 (173,394,000) | ||||
Named Executive Officers, Footnote [Text Block] | The dollar amounts reported in columns (b) and (c) are the amounts of total compensation reported for Ms. Powell and Ms. Jurich, respectively, for each corresponding year in the “Total” column of the Summary Compensation Table. Ms. Jurich served as our Chief Executive Officer in 2020 and in 2021 until August 31, 2021, when Ms. Powell commenced service as our Chief Executive Officer. | ||||
Peer Group Issuers, Footnote [Text Block] | (6) Total Shareholder Return is calculated by dividing (a) the sum of the cumulative amount of dividends (if applicable) for the measurement period, assuming dividend (if applicable) reinvestment in the security, and the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The peer group used for this purpose is the Invesco Solar ETF (ticker symbol: TAN) (the "PvP Peer Group") and the Total Shareholder Return is calculated using the methodology described herein. | ||||
PEO Total Compensation Amount | $ 4,466,331 | $ 4,428,242 | $ 3,578,839 | ||
Adjustment To PEO Compensation, Footnote [Text Block] | The amount for Ms. Powell in 2021 includes $230,736 of her compensation for her service as a non-employee member of the Board prior to becoming a PEO. (3) The dollar amounts reported in columns (d) and (e) represent the amount of CAP for Ms. Powell and Ms. Jurich, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total reported compensation for each year to determine the CAP: Average for PEO 2022 2021 2020 PEO Ms. Powell Ms. Jurich Ms. Powell Ms. Jurich Ms. Powell Ms. Jurich Summary Compensation Table ("SCT") Derived Total for PEO (columns (b) and (c), as applicable) 8,840,158 — 8,886,753 9,088,801 — 5,202,993 Deduct: aggregate change in actuarial present value of pension benefits — — — — — — Add: service cost of pension benefits — — — — — — Add: prior service cost of pension benefits — — — — — — Deduct: SCT “Stock Awards” column value 3,743,992 — 4,575,981 5,999,973 — 2,212,254 Deduct: SCT “Option Awards” column value 2,499,811 — 2,000,403 2,000,119 — 1,275,782 Add: year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end 5,142,324 — 5,099,331 3,808,596 — 18,363,635 Add / Deduct: year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end (1,169,682) — — (8,298,444) — 11,352,376 Add: vesting date fair value of equity awards granted and vested in the covered year 561,804 — — 1,284,158 — 950,433 Add / Deduct: year-over-year change in fair value of equity awards granted in prior years that vested in the covered year (35,016) — 6,556 (3,513,078) — 6,149,359 Deduct: fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year — — — — — — Add: dollar value of dividends/earnings paid on equity awards in the covered year — — — — — — Add: excess fair value for equity award modifications — — — — — Compensation Actually Paid to PEO (columns (d) and (e), as applicable) 7,095,785 — 7,416,257 (5,630,059) — 38,530,760 The following table summarizes our equity compensation plan information as of December 31, 2022. Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants Weighted Average Exercise Price of Outstanding Options (5) ($) (b) 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) 7,277,517 (3) 14.22 36,562,420 Equity compensation plans not approved by stockholders (2) 2,481,675 (4) 27.02 12,115,754 Total 9,759,192 48,678,174 (1) Includes the following plans: 2008 Equity Incentive Plan, Mainstream Energy Corporation (“MEC”) 2009 Stock Plan, 2013 Equity Incentive Plan, 2014 Equity Incentive Plan, 2015 Equity Incentive Plan ("2015 Plan"), and the 2015 Employee Stock Purchase Plan ("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. Number of securities remaining available for future issuance under our 2015 Plan is 22,326,863, including 8,327,026 shares from the 2015 Plan that automatically increased on January 1, 2022 pursuant to the foregoing provision. Our 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 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. Number of securities remaining available for future issuance under our ESPP is 14,235,557, including 4,163,513 shares from the ESPP that automatically increased on January 1, 2022 pursuant to the foregoing provision and shares subject to purchase during the current purchase period. (2) Includes the following plans which have been assumed by us in connection with our acquisition of Vivint Solar: the V Solar Holdings, Inc. 2013 Omnibus Incentive Plan and the Sunrun-VSI 2014 Equity Incentive Plan (“2014 Plan”). The 2014 Plan provides that, on the first day of each fiscal year commencing in 2015 and ending in the fiscal year of the 2014 Plan’s termination in 2024, the number of shares authorized for issuance under the 2014 Plan is automatically increased by a number equal to the lesser of (i) 8,800,000 shares (or 4,840,000 shares, adjusted for the exchange ratio used to convert Vivint Solar stock awards into Sunrun stock awards in connection with the acquisition (the “exchange ratio”)); (ii) 4% of the total number of Vivint Solar shares outstanding on the last day of the immediately preceding fiscal year (which will equal the number of Vivint Solar shares outstanding immediately prior to the consummation of the acquisition, adjusted for the exchange ratio), or (iii) such other amount as our board of directors may determine. Number of securities remaining available for future issuance under the 2014 Plan includes 2,778,899 shares from the 2014 Plan that automatically increased on January 1, 2022 pursuant to the foregoing provision. The material features of the 2014 Plan are set forth under Note 17 of the notes to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2022. (3) This number includes 2,818,916 shares subject to RSUs or PSUs. Total Value Generated PSUs and Net Subscriber Value PSUs are included at 100% of the awards granted and no shares will be issued until the specified performance targets have been met. (4) This number includes 1,723,257 shares subject to RSUs or PSUs. Total Value Generated PSUs and Net Subscriber Value PSUs are included at 100% of the awards granted and no shares will be issued until the specified performance targets have been met. (5) Weighted average exercise price relates solely to outstanding stock option shares, as shares subject to RSUs or PSUs have no exercise price. | ||||
Non-PEO NEO Average Total Compensation Amount | $ 4,466,331 | 4,428,242 | 3,578,839 | ||
Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,928,957 | (2,905,641) | 18,091,399 | ||
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s NEOs as a group (excluding our PEOs) in the “Total” column of the Summary Compensation Table in each applicable year. The following were our Non-PEO NEOs in 2022: Edward Fenster, Paul Dickson, Tom vonReichbauer (who ceased to serve as Chief Financial Officer and an executive officer of the Company as of May 30, 2022), and Danny Abajian (who commenced service as our Chief Financial Officer and an executive officer of the Company on May 30, 2022), and Jeanna Steele. The following were our Non-PEO NEOs in 2021: Edward Fenster, Tom vonReichbauer, Chris Dawson, and Jeanna Steele. The following were our Non-PEO NEOs in 2020: Edward Fenster, David Bywater, Bob Komin (who ceased to serve as our Chief Financial Officer and an executive officer of the Company as of May 11, 2020), Tom vonReichbauer (who commenced service as our Chief Financial Officer and an executive officer of the Company on May 11, 2020), and Chris Dawson. (5) The dollar amounts reported in column (g) represent the average amount of CAP to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total reported compensation for the Non-PEO NEOs as a group for each year to determine the CAP, using the same methodology described above in Note 3: Average for Non-PEOs NEOs 2022 2021 2020 Summary Compensation Table ("SCT") Derived Total for Non-PEO NEOs (f) 4,466,331 4,428,242 3,578,839 Deduct: aggregate change in actuarial present value of pension benefits — — — Add: service cost of pension benefits — — — Add: prior service cost of pension benefits — — — Deduct: SCT “Stock Awards” column value 2,169,903 2,355,219 1,618,223 Deduct: SCT “Option Awards” column value 1,394,991 1,293,790 1,248,575 Add: year-end fair value of equity awards granted in the covered year that were outstanding and unvested 3,047,130 1,412,372 7,895,798 Add / Deduct: year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end (667,844) (2,850,558) 5,594,119 Add: vesting date fair value of equity awards granted and vested in the covered year 436,746 333,490 544,946 Add / Deduct: year-over-year change in fair value of equity awards granted in prior years that vested in the covered year (307,054) (2,580,179) 3,344,494 Deduct: fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year — — — Add: dollar value of dividends/earnings paid on equity awards in the covered year — — — Subtract: Forfeited awards during covered fiscal year (1,481,457) — — Add: excess fair value for equity award modifications — — — Compensation Actually Paid to Non-PEO NEOs (g) 1,928,957 (2,905,641) 18,091,399 (6) Total Shareholder Return is calculated by dividing (a) the sum of the cumulative amount of dividends (if applicable) for the measurement period, assuming dividend (if applicable) reinvestment in the security, and the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period. The peer group used for this purpose is the Invesco Solar ETF (ticker symbol: TAN) (the "PvP Peer Group") and the Total Shareholder Return is calculated using the methodology described herein. (7) The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. | ||||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | |||||
Compensation Actually Paid vs. Net Income [Text Block] | |||||
Total Shareholder Return Amount | $ 174 | 248 | 502 | ||
Peer Group Total Shareholder Return Amount | 237 | 250 | 334 | ||
Net Income (Loss) | $ 173,377,000 | (79,423,000) | (173,394,000) | ||
Compensation PEO Amount, Compensation For Service as Non-Employee Board | 230,736 | ||||
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights, Approved by Stockholders | 7,277,517 | ||||
Weighted Average Exercise Price of Outstanding Options, Approved by Stockholders | $ 14.22 | ||||
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans, Approved by Stockholders | 36,562,420 | ||||
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights, Not Approved by Stockholders | 2,481,675 | ||||
Weighted Average Exercise Price of Outstanding Options, Not Approved by Stockholders | $ 27.02 | ||||
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans, Not Approved by Stockholders | 12,115,754 | ||||
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | 9,759,192 | ||||
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | 48,678,174 | ||||
Ms Powell [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
PEO Total Compensation Amount | $ 8,840,158 | 8,886,753 | 0 | ||
PEO Actually Paid Compensation Amount | 7,095,785 | 7,416,257 | 0 | ||
PEO Name | Ms. Powell | ||||
Ms Jurich [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
PEO Total Compensation Amount | 0 | 9,088,801 | 5,202,993 | ||
PEO Actually Paid Compensation Amount | 0 | $ (5,630,059) | $ 38,530,760 | ||
PEO Name | Ms. Jurich | Ms. Jurich | Ms. Jurich | ||
PEO [Member] | Ms Powell [Member] | SCT Stock Awards Column Value [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 3,743,992 | $ 4,575,981 | $ 0 | ||
PEO [Member] | Ms Powell [Member] | SCT Option Awards Column Value [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 2,499,811 | 2,000,403 | 0 | ||
PEO [Member] | Ms Powell [Member] | Fair Value of Equity Awards Granted Covered Year Outstanding and Unvested as Covered Year End [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 5,142,324 | 5,099,331 | 0 | ||
PEO [Member] | Ms Powell [Member] | Fair Value of Equity Awards Granted in Prior Years Outstanding and Unvested as Covered Year End [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (1,169,682) | 0 | 0 | ||
PEO [Member] | Ms Powell [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 561,804 | 0 | 0 | ||
PEO [Member] | Ms Powell [Member] | Fair Value of Equity Awards Granted in Prior Years that Vested in Covered Year [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (35,016) | 6,556 | 0 | ||
PEO [Member] | Ms Jurich [Member] | SCT Stock Awards Column Value [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 0 | 5,999,973 | 2,212,254 | ||
PEO [Member] | Ms Jurich [Member] | SCT Option Awards Column Value [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 0 | 2,000,119 | 1,275,782 | ||
PEO [Member] | Ms Jurich [Member] | Fair Value of Equity Awards Granted Covered Year Outstanding and Unvested as Covered Year End [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 0 | 3,808,596 | 18,363,635 | ||
PEO [Member] | Ms Jurich [Member] | Fair Value of Equity Awards Granted in Prior Years Outstanding and Unvested as Covered Year End [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 0 | (8,298,444) | 11,352,376 | ||
PEO [Member] | Ms Jurich [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 0 | 1,284,158 | 950,433 | ||
PEO [Member] | Ms Jurich [Member] | Fair Value of Equity Awards Granted in Prior Years that Vested in Covered Year [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 0 | (3,513,078) | 6,149,359 | ||
Non-PEO NEO [Member] | SCT Stock Awards Column Value [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 2,169,903 | 2,355,219 | 1,618,223 | ||
Non-PEO NEO [Member] | SCT Option Awards Column Value [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 1,394,991 | 1,293,790 | 1,248,575 | ||
Non-PEO NEO [Member] | Fair Value of Equity Awards Granted Covered Year Outstanding and Unvested as Covered Year End [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 3,047,130 | 1,412,372 | 7,895,798 | ||
Non-PEO NEO [Member] | Fair Value of Equity Awards Granted in Prior Years Outstanding and Unvested as Covered Year End [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (667,844) | (2,850,558) | 5,594,119 | ||
Non-PEO NEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 436,746 | 333,490 | 544,946 | ||
Non-PEO NEO [Member] | Fair Value of Equity Awards Granted in Prior Years that Vested in Covered Year [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (307,054) | (2,580,179) | 3,344,494 | ||
Non-PEO NEO [Member] | Forfeited Awards During Covered Fiscal Year [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | $ (1,481,457) | $ 0 | $ 0 |