Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
According to Amendment No. 16 ("Amendment No. 16") to the Schedule 13D/A filed
on May 25, 2022 by TotalEnergies SE ("TotalEnergies"), on May 24, 2022,
TotalEnergies Solar INTL SAS ("TotalEnergies Solar," an affiliate of
TotalEnergies) agreed to sell 50% less one unit of the equity interests in Sol
Holding, LLC ("HoldCo") to GIP III Sol Acquisition, LLC ("Purchaser" and such
transaction, the "Transaction"). According to Amendment No. 16, HoldCo is the
record holder of 87,955,456 shares of common stock of SunPower Corporation, a
Delaware corporation (the "Company"), par value $0.001. According to Amendment
No. 18 to the Schedule 13D/A filed by TotalEnergies on September 15, 2022, in
connection with the completion of the Transaction, TotalEnergies Renewables USA,
LLC and Purchaser have agreed to, among other things, take all actions necessary
to cause HoldCo to designate and elect to the Company's board of directors (the
"Board") such individuals as HoldCo is entitled to appoint pursuant to the
Affiliation Agreement (the "Affiliation Agreement"), dated April 28, 2011, as
amended, between TotalEnergies Solar and the Company; provided, however, that
for so long as HoldCo is entitled to appoint at least five directors to the
Company's Board, Purchaser shall have the right to appoint two of such five
directors. On September 23, 2022, François Badoual and Laurent Wolffsheim
resigned from the Board of the Company, and on September 26, 2022, the Board
appointed Jonathan Bram and Nathaniel Anschuetz to serve as members of the
Board. Mr. Badoual and Mr. Wolffsheim had served as designees of TotalEnergies
Solar, pursuant to the Affiliation Agreement, and Mr. Bram and Mr. Anschuetz
replaced them as two of TotalEnergies Solar's designees on the Board.
Mr. Bram is a founding partner of Global Infrastructure Partners ("GIP"), a
leading independent infrastructure fund manager which manages $84 billion for
its investors. GIP is a leading investor in renewables globally and has a
current portfolio of 18 gigawatts in operation and 175 gigawatts in development.
Mr. Bram serves on GIP's Investment and Operating Committees and chairs the
Investment Committee of its credit funds. Prior to the formation of GIP in 2006,
Mr. Bram spent 15 years at Credit Suisse as a managing director in the
Investment Banking Division, where he served in a variety of positions including
co-head of the Global Industrial and Services Group, chief operating officer of
the Investment Banking Division, and co-head of corporate finance for the
150-person U.S. Energy Group. He has experience financing and investing in
renewables companies and projects that utilize wind, solar, geothermal, and
hydroelectric technologies.
Mr. Bram holds a B.A. in economics from Columbia College. He is the chairman of
the board of directors of Clearway Energy, Inc. and a board member of Chilean
Renovables, and he previously served on the boards of Terra-Gen Power, Guacolda
Energy, and Channelview Cogeneration. Mr. Bram is a Class I director, serving
until the Company's annual meeting of stockholders to be held in 2024, and is a
member of the Compensation Committee of the Board.
Mr. Anschuetz is a principal at GIP. Prior to joining GIP in 2012, Mr. Anschuetz
was an analyst in the Power & Utilities Coverage Group at Citigroup from June
2010 through June 2012.
Mr. Anschuetz holds a B.A. in economics and operations research and a
concentration in sustainable development from Columbia College. He is a member
of the board of directors of Clearway Energy, Inc., Clearway Energy Group, LLC,
and Eolian, L.P. Mr. Anschuetz is a Class III director, serving until the
Company's annual meeting of stockholders to be held in 2023, and is a member of
the Nominating and Corporate Governance Committee of the Board.
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