XML 62 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Value of Initial Fixed $100 Investment Based On:
Year
Summary Compensation Table Total for CEO
($)(1)
Compensation Actually Paid to CEO
($)(2)
Average Summary Compensation Table Total for Non-CEO NEOs ($)(3)
Average Compensation Actually Paid to Non-CEO NEOs ($)(4)
Total Shareholder Return
($)(5)
Peer Group Total Shareholder Return
($)(6)
Net Income
($ in millions)(7)
Net Revenues
($ in millions)(8)
202412,630,0053,357,7256,672,535805,193263108102.71,330.4
202319,527,5342,544,4708,903,959903,495506173438.92,290.8
202216,627,97722,990,1768,146,5409,419,7111,014237397.42,330.9
202119,019,16213,787,0939,443,7979,339,538700250145.41,382.0
20205,238,60590,491,9152,406,86641,805,393672334134.0774.4
       
Named Executive Officers, Footnote The dollar amounts reported in this column are the amounts of total compensation reported for our CEO, Badri Kothandaraman in the Summary Compensation Table for fiscal years 2024, 2023, 2022, 2021 and 2020. Mr. Kothandaraman served as CEO for each of the years presented.        
Peer Group Issuers, Footnote Represents comparison of cumulative TSR for our common stock and cumulative TSR for the Invesco Solar ETF for the period from December 31, 2019 to December 31, 2024. An investment of $100 is assumed to have been made in our common stock and in each index on December 31, 2019, all dividends were reinvested, and the relative performance of the investments are tracked through December 31, 2024. The information shown is historical and stockholder returns over the indicated period should not be considered indicative of future stockholder returns or future performance.        
PEO Total Compensation Amount $ 12,630,005 $ 19,527,534 $ 16,627,977 $ 19,019,162 $ 5,238,605
PEO Actually Paid Compensation Amount $ 3,357,725 2,544,470 22,990,176 13,787,093 90,491,915
Adjustment To PEO Compensation, Footnote “Compensation actually paid” to our CEO in each of 2024, 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in this column of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. For information regarding the decisions made by the Compensation Committee regarding the CEO’s compensation for each fiscal year, please see the Compensation Discussion and Analysis section of the proxy statements reporting pay for the fiscal years covered in the table above.
To calculate the amounts in the “Compensation Actually Paid to CEO” column in the table above for 2024, the following amounts were deducted from and added to (as applicable) the “Total” compensation of CEO, as reported in the Summary Compensation Table for 2024:
YearReported Summary Compensation Table Total for CEO ($)
Reported Value of Equity Awards for CEO
($)(1)
Equity Award Adjustments for CEO
($)(2)
Reported Change in the Actuarial Present Value of Pension Benefits for CEO ($)(3)
Pension Benefit Adjustments for CEO
($)(3)
Compensation Actually Paid to CEO
($)
202412,630,005(12,156,580)2,884,3003,357,725
________
1Represents the grant date fair value of the equity awards to our CEO, as reported in the “Stock Awards” column in the Summary Compensation Table for 2024.
2Represents the year-over-year change in the fair value of equity awards to our CEO, as itemized in the table below. No awards vested in the year they were granted and there is no value to report for dividends or other earnings on stock awards in the applicable year prior to the vesting date that were not otherwise reflected in the fair value of such awards.
Fair Value of Equity Awards for CEO
2024
($)
As of year-end for awards granted during the year6,040,780
Year-over-year increase (decrease) of unvested awards granted in prior years(3,062,240)
Increase (decrease) from prior fiscal year-end for awards that vested during the year(94,240)
Total Equity Award Adjustment$2,884,300
3No pension benefit plans are offered by Enphase.
       
Non-PEO NEO Average Total Compensation Amount $ 6,672,535 8,903,959 8,146,540 9,443,797 2,406,866
Non-PEO NEO Average Compensation Actually Paid Amount $ 805,193 903,495 9,419,711 9,339,538 41,805,393
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts reported in this column are the average amounts of total compensation reported for our NEOs as a group, other than our CEO in the Summary Compensation Table for the applicable fiscal years. The names of the NEOs (excluding our CEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Ms. Yang and Mr. Ranhoff; (ii) for 2023, Ms. Yang, Mr. McNeil and Mr. Ranhoff; (iii) for 2022, Ms. Yang, Mr. Branderiz, Mr. McNeil and Mr. Ranhoff; and (iv) for 2021 and 2020, Mr. Branderiz, Mr. McNeil and Mr. Ranhoff.
4Average “compensation actually paid” for our non-CEO NEOs in each of 2024, 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in this column of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in the table above do not reflect the actual amount of compensation earned by or paid to our non-CEO NEOs during the applicable year. For information regarding the decisions made by the Compensation Committee regarding the non-CEO NEOs’ compensation for each fiscal year, please the Compensation Discussion and Analysis section of the proxy statements reporting pay for the fiscal years covered in the table above.
Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. PSU grant date fair values are calculated using the stock price as of date of grant assuming target performance. Adjustments have been made using the performance modifier as of year end and as of the date of vest. Time-based restricted stock unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year end and as of each date of vest. The valuation assumptions used to calculate fair values did not materially differ from those disclosed as of the grant date of the equity awards.
To calculate the amounts in the “Average Compensation Actually Paid to Non-CEO NEOs” column in the table above for 2024, the following amounts were deducted from and added to (as applicable) the average of the “Total” compensation of our non-CEO named executive officers, as reported in the Summary Compensation Table for 2024:
YearAverage Reported Summary Compensation Table Total for Non-CEO NEOs
($)
Average Reported Value of Equity Awards for Non-CEO NEOs
($)(1)
Average Equity Award Adjustments for Non-CEO NEOs ($)(2)
Average Reported Change in the Actuarial Present Value of Pension Benefits for Non-CEO NEOs
($)(3)
Average Pension Benefit Adjustments for Non-CEO NEOs
($)(3)
Average Compensation Actually Paid to Non-CEO NEOs
($)
20246,672,535(6,321,421)454,079805,193
________
1Represents the average grant date fair value of the equity awards to our non-CEO NEOs, as reported in the “Stock Awards” column in the Summary Compensation Table for 2024.
2Represents the average year-over-year change in the fair value of equity awards to our non-CEO NEOs, as itemized in the table below. No awards vested in the year they were granted, and there is no value to report for dividends or other earnings on stock awards in the applicable year prior to the vesting date that were not otherwise reflected in the fair value of such awards.
Average Fair Value of Equity Awards for Non-CEO NEOs
2024
($)
As of year-end for awards granted during the year3,141,206
Year-over-year increase (decrease) of unvested awards granted in prior years(2,303,847)
Increase (decrease) from prior fiscal year-end for awards that vested during the year(383,280)
Total Average Equity Award Adjustment$454,079
3No pension benefit plans are offered by Enphase.
       
Compensation Actually Paid vs. Total Shareholder Return 6930        
Compensation Actually Paid vs. Net Income 6931        
Compensation Actually Paid vs. Company Selected Measure
6933
       
Tabular List, Table
Financial Performance Measures
Net Revenues
Non-GAAP Gross Margin
Total Stockholder Return
Free Cash Flow
       
Total Shareholder Return Amount $ 263 506 1,014 700 672
Peer Group Total Shareholder Return Amount 108 173 237 250 334
Net Income (Loss) $ 102,700,000 $ 438,900,000 $ 397,400,000 $ 145,400,000 $ 134,000,000.0
Company Selected Measure Amount 1,330,400,000 2,290,800,000 2,330,900,000 1,382,000,000 774,400,000
PEO Name Badri Kothandaraman        
Additional 402(v) Disclosure
As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (or “CAP,” as defined by SEC rules and further described below) and certain Company financial performance metrics.
The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year.
8    The dollar amounts reported represent the amount of net revenues reflected in our audited financial statements for the applicable year    .
Financial Performance Measures
The following table identifies the four most important financial performance measures used by the Compensation Committee to link the “compensation actually paid” to our CEO and other NEOs in 2024, calculated in accordance with SEC regulations, to company performance. The role of each of these performance measures in our NEOs’ compensation is discussed in the CD&A section above.
Below are graphs showing the relationship of “compensation actually paid” to our CEO and other NEOs in 2024, 2023, 2022, 2021 and 2020 to (1) our TSR and the TSR of the Invesco Solar ETF, (2) our net income and (3) our net revenues.
All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of Enphase under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent we specifically incorporate such information by reference.
       
Measure:: 1          
Pay vs Performance Disclosure          
Name Net Revenues        
Measure:: 2          
Pay vs Performance Disclosure          
Name Non-GAAP Gross Margin        
Measure:: 3          
Pay vs Performance Disclosure          
Name Total Stockholder Return        
Measure:: 4          
Pay vs Performance Disclosure          
Name Free Cash Flow        
Measure:: 5          
Pay vs Performance Disclosure          
Non-GAAP Measure Description For the relevant fiscal year, represents our TSR for the measurement periods ended on December 31 of 2024, 2023, 2022, 2021 and 2020 respectively. An investment of $100 is assumed to have been made in our common stock on December 31, 2019 all dividends were reinvested, and the performance of the investment is tracked through December 31, 2024. The information shown is historical, and stockholder returns over the indicated period should not be considered indicative of future stockholder returns or future performance.        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
PEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (12,156,580)        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,884,300        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,040,780        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,062,240)        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (94,240)        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (6,321,421)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 454,079        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,141,206        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,303,847)        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (383,280)