Sunnova Energy Announces Director Changes

TL;DR

Sunnova's board is changing with new directors coming in and one leaving.

AI Summary

Sunnova Energy International Inc. announced on June 10, 2024, the departure of director Robert W. Lane and the election of new directors, including Michael E. MacDougall and David E. Miller. The company also reported on compensatory arrangements for certain officers, though specific details of these arrangements were not provided in this filing.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Board changes can introduce uncertainty regarding future strategic direction and management stability.

Key Players & Entities

• Sunnova Energy International Inc. (company) — Registrant
• Robert W. Lane (person) — Departing Director
• Michael E. MacDougall (person) — Newly Elected Director
• David E. Miller (person) — Newly Elected Director
• June 10, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.0001 — ange on Which Registered Common Stock, $0.0001 par value per share NOVA New York Stock
• $475,000 — on for Mr. Williams: (i) base salary of $475,000 per annum; (ii) an annual long-term inc
• $2.5M — ong-term incentive plan grant target of $2.5M with a mix of awards consistent with ot
• $1.25M — of base salary of 75%; (iv) a one-time $1.25M sign-on award with a mix of 50% restric
• $300 — one-time restricted stock unit grant of $300k, which will vest, subject to continued
• $100,000 — ble relocation assistance not to exceed $100,000 to cover qualified moving expense reimb

Filing Documents

• nova-20240610.htm (8-K) — 25KB
• 0001772695-24-000062.txt ( ) — 147KB
• nova-20240610.xsd (EX-101.SCH) — 2KB
• nova-20240610_lab.xml (EX-101.LAB) — 21KB
• nova-20240610_pre.xml (EX-101.PRE) — 12KB
• nova-20240610_htm.xml (XML) — 3KB

From the Filing

nova-20240610 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________________________________________________________________________ FORM 8-K _______________________________________________________________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 10, 2024 (June 10, 2024) _______________________________________________________________________________ Sunnova Energy International Inc. (Exact name of registrant as specified in its charter) _______________________________________________________________________________ Delaware 001-38995 30-1192746 (State or other jurisdiction of incorporation or organization) (Commission File Number) (I.R.S. Employer Identification Number) 20 East Greenway Plaza, Suite 540 Houston , Texas 77046 (Address, including zip code, of principal executive offices) ( 281 ) 892-1588 (Registrant's telephone number, including area code) _______________________________________________________________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Common Stock, $0.0001 par value per share NOVA New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 10, 2024, the Board of Directors (the "Board") of Sunnova Energy International, Inc. (the "Company") appointed Eric M. Williams (age 46) as Executive Vice President, Chief Financial Officer of the Company. Prior to joining Sunnova, Mr. Williams served from July 2017 to September 2023 as Chief Financial Officer and Executive Vice President of Diversified Energy Company, a dual-listed, publicly-traded independent operator of gas and oil wells within the Appalachian Basin and central region of the United States. Mr. Williams previously managed various disciplines at Callon Petroleum Company including roles in financial reporting, finance, and leading its investor relations efforts. Prior to his time at Callon, his career included various audit, accounting, and financial reporting roles with several publicly traded companies. Mr. Williams is a Certified Public Accountant and received his Master of Accounting from the University of Alabama and his Bachelor of Business Administration in Accounting from Samford University. In connection with his appointment, the Compensation Committee (the "Committee") of the Board approved the following compensation for Mr. Williams: (i) base salary of $475,000 per annum; (ii) an annual long-term incentive plan grant target of $2.5M with a mix of awards consistent with other executive officers (first grant expected in March 2025, subject to Committee approval); (iii) a target annual bonus percentage of base salary of 75%; (iv) a one-time $1.25M sign-on award with a mix of 50% restricted stock units, 25% options, and 25% premium options each of which will vest, subject to continued employment, on the third anniversary of the date of grant (June 10, 2024); (v) a one-time restricted stock unit grant of $300k, which will vest, subject to continued employment, one-third per year over three years beginning on the first anniversary of the date of grant (June 10, 2024); and (vi) reasonable relocation assistance not to exceed $100,000 to cover qualified moving expense reimbursements, subject to repayment under certain circumstances. The terms and conditions of the awards are consistent with previously disclosed practice. In addition, Mr. Williams entered into the Company's form Executive Severance Agreement and Indemnification Agreement, which are incorporated by reference as Exhibit 10.19 and Exhibit 10.20, resp

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