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SEC Filings
10-K
TERRAFORM POWER, INC. filed this Form 10-K on 07/21/2017
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Due to delays in filing the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, the Company did not hold an annual meeting during 2016. On June 30, 2016, the members of the Board authorized the Company to pay annual cash retainers to the non-employee directors as if the annual meeting of stockholders had been held on June 30, 2016. In addition, certain non-employee directors who were elected to the Board after June 30, 2016 received the full relevant cash retainers upon joining the Board and, upon their appointment to Committees in early 2017, the relevant Committees.

On February 16, 2017, the members of the Board, upon the recommendation of the Compensation Committee, increased the annual cash retainer payable to the Chairman of the Corporate Governance and Conflicts Committee from $12,500 to $15,000 and established a $12,500 additional annual cash retainer for the Chairman of the Compensation Committee and a $5,000 additional annual cash retainer for all other members of the Compensation Committee. In addition, as described below, due to delays in filing the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and holding an annual meeting of stockholders during 2017, the Board authorized certain interim cash fees for the members of the Board for the period from May 25, 2017 through August 24, 2017.

In addition, certain of our directors who are not employees of us or SunEdison have been awarded restricted stock units ("RSUs") for shares of our common stock on an annual basis (based on the date of the annual stockholder meeting for each year) in connection with their Board service. RSUs were generally awarded in an amount such that the number of underlying shares of common stock had a total value of $150,000 on the date the award was granted (rounded up to the nearest 100 shares). Due to delays in filing the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, the Company did not hold an annual meeting during 2016. On June 30, 2016, the members of the Board authorized the Company to issue RSUs to the non-employee directors as if the Company’s annual meeting of stockholders for 2016 had been held on June 30, 2016. Pursuant to the terms of the RSU award agreements, these RSUs vested in full on May 25, 2017. In addition, certain non-employee directors were elected to the Board after June 30, 2016. These directors were awarded RSUs in an amount such that the number of underlying shares of common stock had a total value of $150,000 on the dates their respective awards were granted (rounded to the nearest 100 shares). Pursuant to the terms of the relevant RSU award agreements, these RSUs also vested in full on May 25, 2017.

Each member of our Board will be indemnified for their actions associated with being a director to the fullest extent permitted under Delaware law.

2016 Director Compensation.
The following table sets forth information about the compensation of each person who served as an outside director during the 2016 fiscal year.
Name
 
Fees Earned or
Paid in Cash($) (1)
 
Stock
Award ($) (2)
 
Option
Awards ($)
 
Total ($)
Hanif "Wally" Dahya
 
75,000

 
156,000

 
 
231,000

Peter Blackmore
 
50,000

 
156,000

 
 
206,000

Christopher Compton
 
62,500

 
156,000

 
 
218,500

John F. Stark
 
70,000

 
156,000

 
 
226,000

Kerri L. Fox
 
50,000

 
149,725

 
 
199,725

Edward "Ned" Hall
 
50,000

 
149,725

 
 
199,725

Marc S. Rosenberg
 
50,000

 
149,725

 
 
199,725

David Pauker
 
50,000

 
150,345

 
 
200,345

Ahmad Chatila (3)
 

 

 
 

Ilan Daskal (3)
 

 

 
 

David Ringhofer (3)
 

 

 
 

Gregory Scallen (3)
 

 

 
 

David Springer (3)
 

 

 
 

Martin Truong (3)
 

 

 
 

Brian Wuebbels (3)
 

 

 
 

————
(1)
The amounts for Messrs. Dahya, Blackmore, Compton and Stark reflect fees paid on July 21, 2016 for Board service as if the Company's annual meeting of stockholders for 2016 had been held on June 30, 2016. The amounts for Messrs. Hall and Rosenberg and Ms. Fox


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