Form 10-Q Enphase Energy, Inc. For: Sep 30
August , 2020
Jamie Haenggi
15247 SW 130 Street
Rose Hill, KS 67133
Re: Enphase Energy, Inc. Board of Directors
Dear Jamie,
It is my sincere pleasure to recommend that the Board appoint you as a member of the Board of Directors (the “Board”) of Enphase Energy, Inc. (the “Company”).
As a Board member, you will participate in regularly scheduled and special Board meetings, which are expected to occur approximately four to six times per year, participate in conference calls of the Board, participate in committee meetings as appropriate, meet or otherwise periodically confer with Company executives, and provide assistance to the Company’s executive team with occasional meetings, conference calls and advice on an as-needed basis.
In connection with your appointment to the Board, you will receive a $50,000 annual retainer, paid quarterly at the end of each calendar quarter.
In connection with your appointment to the Board, you will receive an initial grant of Restricted Stock Units (RSUs) under the Company’s 2011 Equity Incentive Plan (the “Plan”) equivalent to a pro-rated amount of the annual target value of $250,000, namely $187,500 for your anticipated actual service during the period from August 2020 to May 2021, rounded down for any partial share. The shares will vest quarterly on the 15th of November, February, and May in equal installments. In addition, on the date of each annual stockholders’ meeting, you will automatically receive an RSU grant with a value of $250,000 (calculated using the closing price of the Company’s common stock on the date of grant), vesting quarterly over twelve months, on the 15th of August, November, February, and May. In the event your service on the Board terminates for any reason, all unvested shares will terminate in accordance with the Plan. All awards granted will be governed by the terms and conditions of the Plan.
The foregoing cash and equity compensation will be in lieu of any compensation otherwise owed to you under the Company’s non-employee director compensation policy, unless otherwise later determined by the Board or the Compensation Committee.
As a member of the Board, the Company will reimburse you for reasonable travel and other expenses to attend Board meetings.
You are not an employee or agent of the Company and have no authority to obligate the Company by contract or otherwise. You will not be eligible for any employee benefits, nor will the Company make deductions from any amounts payable to you for taxes or other withholdings. Any taxes shall be solely your responsibility.
In your capacity as a director of the Company, you will be expected not to use or disclose any confidential information, including, but not limited to, trade secrets of any former employer or other person or entity to whom you have an obligation of confidentiality. You acknowledge that as a result of your service as a director you will obtain confidential information and proprietary information relating to or provided by the Company and its affiliates (including but not limited to its stockholders). During and after your service with the Company, you shall not use for your benefit or disclose confidential information, proprietary information, knowledge or data relating to or provided by the Company and its affiliates. You also represent and warrant that you have the full right and power to enter into and perform the terms and conditions in this letter agreement and there is no other existing contract or duty on your part inconsistent with the terms of this letter agreement (including, but not limited to, any conflict of interest policy).
47281 Bayside Pkwy, Fremont, CA 94538
(877) 797-4743
You will be entitled to indemnification for your services as a Board member in accordance with the Company’s standard form of indemnification agreement. Your relationship with the Company as a director shall be governed by the Company’s Bylaws as amended from time to time and any such other agreements that you and the Company enter into from time to time.
This letter constitutes the entire agreement between you and the Company. This agreement supersedes any other agreements or promises made to you by anyone, whether oral or written, and it may only be modified in a writing signed by a duly authorized officer of the Company. We look forward to your favorable reply and to a productive future relationship.
Sincerely,
Enphase Energy, Inc.
By: /s/ Badri Kothandaraman
Badri Kothandaraman
President and Chief Executive Officer
Acknowledged and Agreed:
By: /s/ Jamie Haenggi
Jamie Haenggi
47281 Bayside Pkwy, Fremont, CA 94538
(877) 797-4743
Exhibit 31.1
CERTIFICATION
I, Badrinarayanan Kothandaraman, certify that:
1. | I have reviewed this Form 10-Q of Enphase Energy, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have: |
a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: October 27, 2020
/s/ BADRINARAYANAN KOTHANDARAMAN | |
Badrinarayanan Kothandaraman | |
President and Chief Executive Officer (Principal Executive Officer) | |
Exhibit 31.2
CERTIFICATION
I, Eric Branderiz, certify that:
1. | I have reviewed this Form 10-Q of Enphase Energy, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have: |
a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: October 27, 2020
/s/ ERIC BRANDERIZ | |
Eric Branderiz | |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |
Exhibit 32.1
CERTIFICATION
Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), Badrinarayanan Kothandaraman, President and Chief Executive Officer of Enphase Energy, Inc. (the “Company”), and Eric Branderiz, Executive Vice President and Chief Financial Officer of the Company, each hereby certifies that, to the best of his or her knowledge:
1. The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, to which this Certification is attached as Exhibit 32.1 (the “Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
In Witness Whereof, the undersigned have set their hands hereto as of the 27th day of October, 2020.
/s/ BADRINARAYANAN KOTHANDARAMAN | /s/ ERIC BRANDERIZ | |
Badrinarayanan Kothandaraman | Eric Branderiz | |
President and Chief Executive Officer | Executive Vice President and Chief Financial Officer | |
This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Enphase Energy, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.