Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers. OnAugust 21, 2020 , the Board of Directors (the "Board") ofEnphase Energy, Inc. (the "Company"), upon the recommendation of theNominating and Corporate Governance Committee of the Board, appointedJamie E. Haenggi as a Class II director with a term to expire at the Company's 2023 annual meeting of stockholders or until her successor is duly elected and qualified. Pursuant to the offer letter withMs. Haenggi dated as ofAugust 21, 2020 , upon her appointment,Ms. Haenggi has been granted 2,563 restricted stock units (RSUs) under the Company's 2011 Equity Incentive Plan (the "Plan"). The RSUs will vest in three equal installments onNovember 15, 2020 ,February 15, 2021 , andMay 15, 2021 , provided thatMs. Haenggi continues to provide services to the Company through each vesting date.Ms. Haenggi will also receive an annual cash retainer of$50,000 for service as a member of the Board, payable quarterly. In addition, on the date of each annual stockholders' meeting,Ms. Haenggi will be eligible for an additional 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, subject to her continuous service.Ms. Haenggi compensation is pursuant to her offer letter and is in lieu of the non-employee director compensation provided for in the Company's Non-Employee Director Compensation Policy. The foregoing is a summary of the terms of the offer letter withMs. Haenggi , does not purport to be complete, and is qualified in its entirety by reference to the offer letter to be filed as Exhibit to the Company's Quarterly Report on Form 10-Q for the period endingSeptember 30, 2020 . There are no arrangements or understandings betweenMs. Haenggi and any other person pursuant to whichMs. Haenggi was appointed as a director of the Company, and there is no family relationship betweenMs. Haenggi and any of the Company's other directors or executive officers.Ms. Haenggi is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K. The Company entered into its standard form of indemnification agreement withMs. Haenggi (the "Indemnity Agreement"). The Indemnity Agreement provides, among other things, that the Company will indemnifyMs. Haenggi , under the circumstances and to the extent provided for therein, for certain expenses which she may be required to pay in connection with certain claims to which she may be made a party by reason of her service to the Company as a director, and otherwise to the fullest extent under applicable law. The foregoing is only a brief description of the terms of the indemnification arrangements withMs. Haenggi , does not purport to be complete, and is qualified in its entirety by reference to the form of Indemnification Agreement, previously filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K for the period endedDecember 31, 2019 , as filed onFebruary 21, 2020 . The Company entered into its standard form of indemnification agreement withMs. Haenggi (the "Indemnity Agreement"). The Indemnity Agreement provides, among other things, that the Company will indemnifyMs. Haenggi , under the circumstances and to the extent provided for therein, for certain expenses which she may be required to pay in connection with certain claims to which she may be made a party by reason of her service to the Company as a director, and otherwise to the fullest extent under applicable law. The foregoing is only a brief description of the terms of the indemnification arrangements withMs. Haenggi , does not purport to be complete, and is qualified in its entirety by reference to the form of Indemnification Agreement, previously filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K for the period endedDecember 31, 2019 , as filed onFebruary 21, 2020 .
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