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SEC Filings
10-K/A
TERRAFORM POWER, INC. filed this Form 10-K/A on 04/30/2018
Entire Document
 

DIRECTOR COMPENSATION

Any officers or employees of Brookfield who also serve as our directors do not receive additional compensation for their service as one of our directors. In addition, any officers or employees of SunEdison who also served as our directors prior to the Merger and Sponsorship Transaction, did not receive additional compensation for their services as one of our directors. Our directors who are not officers or employees of us or Brookfield are entitled to compensation for their service as “non-employee directors” as set by our Board upon the recommendation of our Governance Committee.
 
As determined by our Board upon the recommendation of our Governance Committee, our non-employee directors are entitled to the following fees for their service on our Board and its committees:
    
$125,000 annual board of directors cash retainer, payable on a pro-rated quarterly basis;
$20,000 additional annual cash retainer for the Chairman of the Audit Committee, payable on a pro-rated quarterly basis; and
$20,000 additional annual cash retainer for the Chairman of the Conflicts Committee, payable on a pro-rated quarterly basis.

In addition, due to delays in filing the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, delays in holding an annual meeting of stockholders during 2017 and extraordinary Board service during the fourth quarter of 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, the period from August 24, 2017 through November 24, 2017 and the period from November 24, 2017 through December 31, 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.

2017 Director Compensation
The following table sets forth information about the compensation of each person who served as an outside director during the 2017 fiscal year.
Name
 
Fees Earned or
Paid in Cash($)
 
Stock
Award ($) (6)
 
Option
Awards ($)
 
Total ($)
Hanif “Wally” Dahya (1)
 
110,000
 
 
-
 
 
-
 
110,000
 
Peter Blackmore (2)
 
100,000
 
 
-
 
 
-
 
100,000
 
Christopher Compton (1)
 
111,250
 
 
-
 
 
-
 
111,250
 
John F. Stark (1)
 
122,500
 
 
-
 
 
-
 
122,500
 
Kerri L. Fox (1)
 
107,500
 
 
-
 
 
-
 
107,500
 
Edward “Ned” Hall (3)
 
130,000
 
 
-
 
 
-
 
130,000
 
Marc S. Rosenberg (1)
 
107,500
 
 
-
 
 
-
 
107,500
 
David Pauker (1)
 
157,500
 
 
-
 
 
-
 
157,500
 
Christian S. Fong
 
240,000
 
 
147,456
 
 
-
 
387,456
 
Mark “Mac” McFarland
 
56,250
 
 
-
 
 
-
 
56,250
 
David Ringhofer (4)
 
-
 
 
-
 
 
-
 
-
 
Gregory Scallen (4)
 
-
 
 
-
 
 
-
 
-
 
Brian Lawson (5)
 
-
 
 
-
 
 
-
 
-
 
Harry Goldgut (5)
 
-
 
 
-
 
 
-
 
-
 
Richard Legault (5)
 
-
 
 
-
 
 
-
 
-
 
Sachin Shah (5)
 
-
 
 
-
 
 
-
 
-
 

(1)
On October 16, 2017, effective immediately following the effective time of the Merger, Ms. Fox and Messrs. Compton, Dahya, Stark, Rosenberg and Pauker resigned from the Board.
(2)
On October 16, 2017, effective immediately following the effective time of the Merger, Mr. Blackmore resigned from his position as the Interim Chief Executive Officer and from the Board.
(3)
On November 16, 2017, Mr. Hall resigned from the Board.
(4)
Messrs. Ringhofer and Scallen were employees of SunEdison at the time of their service on our board of directors and did not receive any additional compensation for service on the Company’s Board. Messrs. Ringhofer and Scallen resigned from the Board on February 12, 2017.