Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On March 9, 2020, the Board of Directors (the "Board") of Vivint Solar, Inc.
(the "Company") appointed Ellen S. Smith to serve as a Class III member of the
Board in order to fill an existing vacancy, effective March 12, 2020. As a Class
III member of the Board, the term of Ms. Smith's appointment will expire at the
annual meeting of stockholders of the Company to be held in 2020. The Board also
appointed Ms. Smith to serve on the Board's audit committee (the "Audit
Committee").
Ms. Smith is a senior managing director, corporate finance, power and utilities
at FTI Consulting, Inc., a global consultancy firm, which she joined in 2013.
Prior to joining FTI Consulting, Inc., Ms. Smith was Executive Vice President
and Chief Operations Officer at National Grid, PLC, a multinational power, gas
and electricity generation company, from 2009 to 2013. Before that, she worked
for Hess Corp, Pratt & Whitney and General Electric Power Systems. Ms. Smith
currently serves on the board of directors of Union College, and she previously
served on the board of directors of National Grid USA from 2009 to 2013 and
Granite Services from 1994 to 1996. Ms. Smith received a Bachelor of Science and
a Master of Engineering from Union College. Ms. Smith has specific attributes
that qualify her to serve as a member of our board of directors, including her
extensive operations and leadership experience in the energy industry. The Board
has determined that Ms. Smith is independent under the rules and regulations of
both the Securities and Exchange Commission (the "SEC") and the New York Stock
Exchange.
Ms. Smith will receive cash and equity compensation under the Company's outside
director compensation policy, which is described in the section of the Company's
definitive proxy statement on Schedule 14A captioned "Non-Emplyee Director
Compensation-Director Compensation Program," filed with the Securities and
Exchange Commission on April 30, 2019. There are currently no agreements,
arrangements or understandings between Ms. Smith and any other person pursuant
to which Ms. Smith was appointed to serve as a member of the Board. There are
currently no transactions in which Ms. Smith has an interest requiring
disclosure under Item 404(a) of Regulation S-K as promulgated under the
Securities Exchange Act of 1934, as amended.
Concurrent with the appointment of Ms. Smith to the Audit Committee, Jay D.
Pauley will step down as a member of the Audit Committee. The Audit Committee
will consist of Ms. Smith, David D'Alessandro and Joseph Tibbetts, with Mr.
Tibbetts serving as chair.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
