Amendment: SEC Form 10-K/A filed by Spruce Power Holding Corporation
$SPRU
Auto Parts:O.E.M.
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No.2)
For the fiscal year ended December 31 , 2025
OR
Commission File Number: 001-38971
(Exact name of Registrant as specified in its Charter)
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ☐
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐ Accelerated filer ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
The aggregate market value of the Registrant’s voting and non-voting common stock held by non-affiliates of the Registrant as of June 30, 2025 based on the closing price of the Registrant’s common stock as reported by the New York Stock Exchange of $2.02 per share, was approximately $31.6 million. Shares of common stock beneficially owned by each executive officer, director and holders of more than 5% of the Registrant’s common stock have been excluded as such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of April 8, 2026, 18,324,753 shares of the Registrant’s common stock, $0.0001 par value, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
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TABLE OF CONTENTS
| PAGE | ||||||||
| Item 10. | 5 | |||||||
| Item 11. | 8 | |||||||
| Item 12. | 19 | |||||||
| Item 13. | 21 | |||||||
| Item 14. | 22 | |||||||
| Item 15. | 23 | |||||||
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Explanatory Note
This Amendment No. 2 (this “Amendment”) amends the Annual Report on Form 10-K for the year ended December 31, 2025, of Spruce Power Holding Corporation (the “Company” or “Spruce Power”), filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026, as previously amended by Amendment No. 1 filed with the SEC on April 3, 2026 (the “Original Form 10-K”). The purpose of this Amendment is solely to amend Part III, Items 10 through 14 of the Original Form 10-K to include information previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K which permits the above-referenced Items to be incorporated in the Annual Report on Form 10-K by reference from a definitive proxy statement, if such proxy statement is filed no later than 120 days after December 31, 2025. At this time, the Company is filing this Amendment to include Part III information in our Annual Report on Form 10-K because the Company no longer expects to file a definitive proxy statement within 120 days of December 31, 2025. Accordingly, this Amendment is being filed solely to:
•amend and restate Part III of the Original Form 10-K as set forth herein;
•delete the reference on the cover page of the Original Form 10-K to the incorporation by reference of our definitive proxy statement into Part III of the Original Form 10-K; and
•file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (“Exchange Act”). Because no financial statements are contained within this Amendment, we are not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
The information included herein as required by Part III, Items 10 through 14 of Form 10-K is more limited than what is required to be included in the definitive proxy statement to be filed in connection with our annual meeting of stockholders. Accordingly, the definitive statement to be filed at a later date will include additional information related to the topics herein and additional information not required by Part III, Items 10 through 14 of Form 10-K.
Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Form 10-K and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company’s filings made with the SEC subsequent to the filing of the Original Form 10-K. Capitalized terms used herein and not otherwise defined are defined as set forth in the Original Form 10-K.
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PART III
Item 10. Directors, Executive Officers, and Corporate Governance
Our Executive Officers
The information concerning our executive officers required by this Item 10 is included in Part I of the Original Form 10-K filed with the SEC on March 31, 2026, under the caption “Information About Our Executive Officers.”
Our Board of Directors
Set forth below is information regarding each of the six members of the Board of Directors of Spruce Power (the "Board") as of the date of this filing:
| Name | Age | Position with the Company | ||||||||||||
Christopher Hayes(1) | 52 | Chief Executive Officer, President and Chair of the Board | ||||||||||||
| Eric Tech | 62 | Director | ||||||||||||
| Shawn Kravetz | 56 | Director | ||||||||||||
| Jonathan J. Ledecky | 68 | Director | ||||||||||||
| John P. Miller | 68 | Director | ||||||||||||
| Ja-chin Audrey Lee, Ph. D. | 47 | Director | ||||||||||||
| Clara Nagy McBane | 39 | Director | ||||||||||||
(1) Information regarding Christopher Hayes and his qualifications is included in Part I of the Original Form 10-K filed on March 31, 2026, under “Information About Our Executive Officers.”
Our Board of Directors has reviewed the materiality of any relationship that each of our directors has with the Company, either directly or indirectly. Based upon this review, our Board of Directors has determined that the following members of our Board of Directors are “independent directors” as defined by New York Stock Exchange: Jonathan J. Ledecky, John P. Miller (Lead Director) and Ja-chin Audrey Lee, Ph. D.
Eric Tech has served as a member of the Board since December 2021 and served as Chief Executive Officer of the Company from December 1, 2021 until February 1, 2023. Mr. Tech brings nearly 35 years of automotive and mobility industry experience to the Company. From 2006 through 2018, he held senior leadership positions of increasing responsibility at Navistar International Corporation, a global manufacturer and marketer of medium- and heavy-duty vehicles and parts, finishing his career there as Senior Vice President of Corporate Development. The Board believes that, as former Chief Executive Officer, Mr. Tech is uniquely positioned to provide valuable insights on Company activities and potential strategic priorities, and his prior experience enables him to bring extensive knowledge of and insights into corporate development, strategy, and mergers and acquisitions.
Shawn W. Kravetz is President and Chief Investment Officer of Esplanade Capital LLC, an investment management company he founded in 1999. He has over 20 years of experience investing in publicly traded renewable energy companies. Prior to founding Esplanade Capital LLC, Mr. Kravetz was a corporate executive and strategic advisor, including: Principal at The Parthenon Group, a leading strategy consulting boutique, where he advised chief executives on corporate strategy; Director of Strategic Planning and Corporate Development at The CML Group, where he oversaw activities at subsidiaries including NordicTrack, The Nature Company, and Smith & Hawken; Consultant with Monitor Company, a leading strategy consulting firm. Mr. Kravetz formerly served on the board of directors of Nevada Gold & Casinos, Inc. (formerly NYSE:UWN) from October 2016 until it was acquired by Maverick Gaming LLC in June 2019, where he was Chairman of the Corporate Governance and Nominating Committee. The Board believes Mr. Kravetz’s extensive capital markets expertise with a focus on smaller capitalization publicly traded equities, deep experience in corporate strategic planning and implementation and experience on public and not-for-profit boards allow him to bring valuable insights and knowledge to the Board.
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Jonathan J. Ledecky has served as a member of our Board of Directors since our inception. From our inception until December 2020, Mr. Ledecky served as our Chair and Chief Executive Officer. Mr. Ledecky has been a co-owner of the National Hockey League’s New York Islanders franchise since October 2014. He also serves as an Alternate Governor on the Board of Governors of the NHL and as President of NY Hockey Holdings LLC. Mr. Ledecky has served as chairman of Ironbound Partners Fund LLC, a private investment management fund, since March 1999. He served as President and Chief Financial Officer and as a director of Newtown Lane Marketing, Incorporated, from October 2015 until October 2021, when it consummated its merger with Cyxtera Cybersecurity. He continued to serve as a director of the company (now Appgate Inc.) until July 2024. He served as the President and Chief Operating Officer and as a director of Northern Star Acquisition Corp. from September 2020 until it consummated an initial business combination with Barkbox, Inc., the leading global brand for dogs, in June 2021. Mr. Ledecky served as a director of Bark, Inc. until November 2022. He has also served as the President, Chief Operating Officer and director of Northern Star Investment Corp. II from November 2020 to December 2024, President, Chief Operating Officer and director of Northern Star Investment Corp. III from November 2020 to December 2024, President, Chief Operating Officer and director of Northern Star Investment Corp. IV from November 2020 to December 2024, and Chief Executive Officer, Chief Financial Officer and a director of Yale Transaction Finders Inc. since March 2022, each of which is a blank check company seeking to consummate a business combination. From August 2018 to December 2019, he served as Chairman and Chief Executive Officer of Pivotal Acquisition Corp. until it consummated its business combination with KLDiscovery In. (NYSE: KLDI). Mr. Ledecky continued to serve as a member of the board of KLDiscovery from its merger until June 2021. Mr. Ledecky’s lengthy history of acquisitions, and his knowledge of emerging market opportunities, provides a dynamic voice to board discussions and deliberations.
John P. Miller has served as a member of the Board since March 2022 and currently serves as our independent Lead Director. Mr. Miller has over 40 years of broad-based executive management experience in the transportation, manufacturing, and distribution industries in both public and private equity companies. From 2017 to 2021, he served as Chief Executive Officer of Power Solutions International (NASDAQ: PSIX), a leader in the design, engineering, and manufacturing of a broad range of advanced, emission-certified engines and power systems. Prior to Power Solutions, from 2008 to 2016, Mr. Miller served in operational and financial management positions of increasing responsibility at Navistar International Corporation, a global manufacturer and marketer of medium- and heavy-duty vehicles and parts, including as Senior Vice President of Operations and Corporate Finance. Mr. Miller has served on the board of directors of Capstone Green Energy Holdings, Inc. (OTC: CGEH) since February 2024. The Board believes that Mr. Miller brings extensive expertise in financial management and strategic planning, which is especially valuable to the Board as continued exploration of short- and longer-term growth strategies occurs.
Ja-chin Audrey Lee, Ph. D. has served as a member of the Board since April 2024. Dr. Lee is a clean energy executive with 20 years of experience in the private and public sectors. She is a strategic leader pioneering the next generation of energy solutions with expertise at the intersection of technology, product, and market development. Since January 2026, Dr. Lee has served as Chief Executive Officer of Lyra Power Technologies, Inc. From 2021 to May 16, 2025, Dr. Lee served as Senior Director of Datacenter Energy Partnerships at Microsoft Corporation, where she led a global strategic function that conducts energy system analysis, identifies risk and opportunities to decarbonize and secure power capacity for datacenters, develops the business case for energy technology solution integration, creates external partnership models, collaborates across internal datacenter development functions, and develops playbooks for implementation and scaling. From 2017 to 2020, she served as Vice President of Energy Services at Sunrun Inc., a leading provider of residential solar systems, where she helped steer the company’s transition to a leading distributed, behind-the-meter solar, storage, and energy services company. She serves on the board of directors of Redaptive, Inc., an Energy-as-a-Service provider that funds and installs energy-saving and energy-generating equipment. Dr. Lee volunteered as Co-Chair and Co-Founder of Clean Energy for Biden and currently serves on the Clean Energy for America Education Fund. Dr. Lee also serves on the governing board of the Linux Foundation Energy, a non-profit that provides a community to build shared digital investments to transform the energy sector. She previously served on the board of directors of ArcLight Clean Transition Corp. (NASDAQ: ACTC) until its merger with Proterra Inc. in June 2021. The Board believes that Dr. Lee’s substantial experience in the renewable energy industry and with critical power solutions allow her to bring extensive knowledge and insights into the Company’s business and growth strategies.
Clara Nagy McBane has served as a member of the Board since June 2024. Ms. McBane is the founder and Chief Executive Officer of Ventura Energy, which was formed in 2021 and is a developer of behind-the-meter and community scale solar and energy storage systems. Since 2024, Ms. McBane has also served as the Chief Executive Officer of Ventura Energy Partners. From 2019 until 2022, she served as Senior Vice President of Business Development, U.S. at Source Global, PBC, which provides off-grid, renewable drinking water to communities, homes, corporate campuses, hotels, islands without infrastructure, remote work sites, and other applications. Prior to working at Source Global, PBC, Ms. McBane served as Director of Business Development at Advance Microgrid Solutions (which was sold to Fluence Energy,
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Inc.) from 2018 to 2019. Ms. McBane has worked in the renewables industry for the last 14 years and is an expert in renewable energy finance and operations. With a background in renewable energy development, infrastructure resilience, and complex technical sales, Ms. McBane has a proven track record of building and scaling organizations. She has originated, developed, and operated renewable energy assets globally, including solar, energy storage, and hydroelectric projects, which provides her with a deep understanding of energy markets, regulatory landscapes, and sustainable infrastructure investments. The Board believes that Ms. McBane brings a unique combination of entrepreneurial leadership, technical expertise, and strategic business development experience to the Board, as well as extensive experience in the renewables industry.
Committees of Our Board of Directors
The Board maintains the following standing committees: Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. The complete text of each committee’s charter is available on the Company’s website, www.sprucepower.com, under the Governance tab.
Audit Committee. The Company’s Audit Committee (the “Audit Committee”) is an “audit committee” for purposes of Section 3(a)(58)(A) of the Exchange Act. The Audit Committee currently has three members, John P. Miller (Chair), Jonathan J. Ledecky, and Clara Nagy McBane. John P. Miller is an audit committee financial expert under SEC rules as determined by the Board. All members of the Audit Committee are independent under the New York Stock Exchange listing standards and the heightened independence requirements applicable to audit committee members under SEC rules. All members of the Audit Committee are also financially literate in accordance with the New York Stock Exchange listing standards.
Insider Trading Policy
The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees, and the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the Company. The Company’s Insider Trading Policy prohibits our employees, including officers, and directors from pledging or engaging in hedging or similar transactions in the Company’s securities, including but not limited to, prepaid variable forwards, equity swaps, collars, exchange funds, puts, calls, and short sales. The Company’s Insider Trading Policy has been filed as Exhibit 19.1 to the Original Form 10-K.
Delinquent Section 16 Reports
Section 16(a) of the Exchange Act requires Company directors, executive officers and other persons who beneficially own more than 10% of the Company’s common stock, to file reports with the SEC regarding their initial stock ownership and any changes in their stock ownership. Based solely on a review of the reports filed for the fiscal year and related written representations, the Company believes that all of our executive officers and directors filed the required reports on a timely basis under Section 16(a), with the exception of a Form 3 report filed by Thomas J. Cimino on June 30, 2025 reporting his appointment as Interim CFO on June 5, 2025, a Form 4 report filed by Thomas J. Cimino on December 11, 2025 reporting a transaction on December 8, 2025, a Form 4 report filed by Clara Nagy McBane on December 17, 2025 reporting a transaction on June 24, 2025, a Form 4 report filed by John P. Miller on February 6, 2026 reporting a transaction on June 24, 2025, a Form 4 filed by Ja-chin Audrey Lee, Ph.D on February 20, 2026 reporting a transaction on June 24, 2025, and a Form 4 filed by Jonathan J. Ledecky on February 20, 2026 reporting a transaction on June 24, 2025.
Code of Conduct and Ethics
The Company has adopted a code of conduct and ethics that applies to all of our employees, including our chief executive officer and principal executive officer and principal financial and accounting officers. The text of the code of conduct and ethics is posted on our website at www.sprucepower.com under the Governance, Documents and Charters section of our Investors page and will be made available to stockholders without charge, upon request, in writing to the attention of our Corporate Secretary at Spruce Power Holding Corporation, 820 Gessner Rd, Suite 500, Houston, Texas 77024. Disclosure regarding any amendments to, or waivers from, provisions of the code of conduct and ethics that apply to our directors, principal executive officer and principal financial officer will be included in a Current Report on Form 8-K within four business days following the date of the amendment or waiver, unless website posting or the issuance of a press release of such amendments or waivers is then permitted by the rules of the New York Stock Exchange.
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Item 11. Executive Compensation
Executive Officer Compensation
The Company qualifies as a “smaller reporting company” under the rules promulgated by the SEC, and has elected to comply with the disclosure requirements applicable to smaller reporting companies. This section explains our executive compensation program for our named executive officers (“NEOs”) and the decisions made with respect to the compensation of our NEOs in 2025. This section also describes the process of the Company’s Compensation Committee (the “Compensation Committee”) and Board for making compensation decisions, as well as the rationale for specific decisions related to the fiscal year ended December 31, 2025.
Our NEOs for 2025 were:
| Name | Position | |||||||
| Christopher Hayes | President and Chief Executive Officer | |||||||
| Thomas J. Cimino | Chief Financial Officer | |||||||
| Jonathan M. Norling | Chief Legal Officer | |||||||
| Sarah Weber Wells | Former Chief Financial Officer | |||||||
Compensation Practices & Policies
We believe the following practices and policies within our program promote sound compensation governance and are in the best interests of our stockholders and executives:
| What We Do | What We Don't Do | |||||||||||||
Maintain anti-hedging and anti-pledging policies | No tax gross ups | |||||||||||||
Provide for "double-trigger" equity award vesting and severance benefits upon a change in control | No repricing or exchange of underwater options without stockholder approval | |||||||||||||
Use an independent compensation consultant | No option or stock appreciation rights granted below fair market value | |||||||||||||
No supplemental executive retirement plans | ||||||||||||||
What Guides our Program
Executive Compensation Philosophy and Objectives
Our executive compensation philosophy is driven by the following guiding principles that underpin the critical connections between performance, long-term value creation, talent management, compensation governance, and our cultural values:
•Competitively Positioned: Target compensation should be competitive with that being offered to individuals in comparable roles at other companies with which the Company competes for talent to ensure that we employ the best people to lead our success.
•Performance-Driven and Stockholder-Aligned: A meaningful portion of total compensation should be variable and linked to the achievement of specific short- and long-term performance objectives and designed to drive stockholder value creation.
•Responsibly Governed: Decisions about compensation should be guided by appropriate governance standards and rigorous processes that encourage prudent decision-making.
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Elements of Pay: Total Direct Compensation
Our executive compensation philosophy is supported by the following principal elements of pay:
| Pay Element | How It's Paid | Purpose | ||||||||||||
| Base Salary | Cash (Fixed) | Provides a competitive base salary rate relative to similar positions in the market and enables the Company to attract and retain critical executive talent, rewards overall performance by our executive officers and provides a degree of financial stability for each of our executive officers. | ||||||||||||
| Annual Incentives | Cash (Variable) | Reward executives for delivering on annual strategic objectives that we believe contribute to the creation of stockholder value and help us attract and retain critical executive talent. | ||||||||||||
| Long-Term Incentives | Equity (Variable) | Help us attract and retain executive talent, which we believe helps drive the creation of stockholder value. | ||||||||||||
Executive Compensation Decision-Making Process
The Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program for our NEOs. The Compensation Committee is comprised of independent, non-employee members of the Board. The Compensation Committee works closely with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. Details of the Compensation Committee’s authority and responsibilities are specified in its charter, which may be accessed at our website at https://investors.sprucepower.com/governance/documents-and-charters/default.aspx. The Compensation Committee makes all final compensation and equity award decisions regarding our NEOs, except for the CEO, whose compensation is determined by the independent members of the Board, based upon the recommendation of the Compensation Committee.
The Role of Management. Members of our management team attend regular meetings where executive compensation, Company and individual performance, and competitive compensation levels and practices are discussed and evaluated. However, they do not participate in discussions about their own pay. Only Compensation Committee members vote on decisions regarding NEO compensation. The CEO reviews his recommendations pertaining to other executives’ (non-NEOs) pay with the Compensation Committee, providing transparency and oversight. Decisions on non-NEO pay are made by the CEO. The CEO does not participate in the deliberations of the Compensation Committee or Board regarding his own compensation. Independent members of the Board make all final determinations regarding CEO compensation.
The Role of the Independent Consultant. The Compensation Committee engages an independent compensation consultant to provide expertise on competitive pay practices, program design, and an objective assessment of any inherent risks of any programs. Pursuant to authority granted to it under its charter, the Compensation Committee has engaged Meridian Compensation Partners, LLC (“Meridian”) as its independent consultants. Meridian reports directly to the Compensation Committee and has not provided any additional services to management. The Compensation Committee has conducted [an independence assessment] of Meridian in accordance with SEC rules.
The Role of Peer Group Companies. The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. For purposes of setting 2025 compensation levels, the Compensation Committee did not reference a specific peer group or conduct formal benchmarking, but subjectively took into account publicly available data of similarly sized and situated companies and industry specific survey data. This market data was not the sole determinant in setting pay levels for the NEOs. Actual pay levels can be above or below the targeted levels depending on the Compensation Committee’s subjective evaluation of factors such as experience, individual or company performance, tenure, employee potential, unique skills, criticality of the position to the Company, and other factors. In general, the Compensation Committee desires to balance general internal and external equity and reserves the right to use discretion to deviate when necessary to recruit employees and/or retain the right talent.
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2025 Executive Compensation Program in Detail
Base Salary
Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain executive leadership talent. Base salary also rewards overall performance and provides a degree of financial stability for our NEOs. In making base salary decisions, the Compensation Committee considers the CEO’s recommendations, as well as each NEO’s position and level of responsibility within the Company. The Compensation Committee (and the Board with respect to the CEO) takes into account factors such as competitive market data as well as individual performance, experience, tenure, internal equity, and employee potential. The Compensation Committee did not assign relative weighting to these factors when determining the base salary of any NEO, but the Compensation Committee made subjective determinations that the amounts of base salary were appropriate considering all of these factors collectively.
Annual Incentives
The 2025 Short-Term Incentive Compensation Plan (“STIC”) provided our NEOs the opportunity to earn a performance-based annual cash bonus. The STIC is administered by the Compensation Committee with input from our Chief Executive Officer. Under the STIC, each NEO’s target annual bonus opportunity is expressed as a percentage of the NEO’s base salary and is established based on the NEO’s level of responsibility and his or her ability to impact overall results. These targets were established based on recommendations from our independent consultant. Target award opportunities for 2025 were as follows:
| Name | 2025 Base Salary | Bonus Target (% of Base Salary) | Bonus at Target ($) | |||||||||||||||||
| Christopher Hayes | $ | 650,000 | 100 | % | $ | 650,000 | ||||||||||||||
Sarah Weber Wells(1) | $ | 345,000 | 50 | % | $ | 172,500 | ||||||||||||||
Thomas J. Cimino(2) | $ | 350,000 | 75 | % | $ | 262,500 | ||||||||||||||
| Jonathan M. Norling | $ | 315,000 | 50 | % | $ | 157,500 | ||||||||||||||
(1) Ms. Wells ceased serving as the Company’s CFO as of May 14, 2025.
(2) Mr. Cimino’s appointment as CFO was effective December 1, 2025. From June 5, 2025 through November 30, 2025, Mr. Cimino served as Interim CFO and compensation for his services was paid to a consulting firm.
The Compensation Committee selected organizational performance measures for all NEOs and departmental performances for all NEOs other than the Chief Executive Officer. Each NEO’s target annual bonus opportunity was weighted among these measures, and each NEO’s performance was used to determine the NEO’s eligibility for the annual bonus payment. Under the terms of the STIC, cash payments may range from 0% to 200% of each NEO’s target annual bonus opportunity. The Compensation Committee has the discretion to increase or decrease an annual bonus award in light of considerations it deems relevant and appropriate.
Organizational Performance Measures. The selected organizational performance objectives for 2025 and their respective weightings are outlined below:
Corporate Profitability | 30 | % | ||||||
Operations & Servicing Excellence | 40 | % | ||||||
Reporting Accuracy & Timeliness | 30 | % | ||||||
Total | 100 | % | ||||||
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The selected corporate profitability measures for 2025 and their threshold, target, stretch, and maximum performance levels are outlined below:
Corporate Performance Measure | Threshold | Target | Stretch | Maximum | ||||||||||||||||||||||
Adjusted Free Cash Flow(1) | $ 2,700,00 | $ 5,400,00 | $ 10,000,00 | $ 15,000,00 | ||||||||||||||||||||||
New Business Net Revenue | $ 1,600,00 | $ 3,200,00 | $ 5,000,00 | $ 15,000,00 | ||||||||||||||||||||||
Systems/Contracts Owned | 74,730 | 85,000 | 90,000 | 95,000 | ||||||||||||||||||||||
(1) The Company defines Adjusted Free Cash Flow as Operating EBITDA less project finance debt service, platform capital expenditures, and other non-cash items. Project finance debt service represents principal and interest payments, including sweeps where applicable, on the Company’s non-recourse, project finance debt facilities. Other non-cash items represent miscellaneous non-cash income or expense associated with our various operating portfolios of residential solar assets. We define Operating EBITDA as Adjusted EBITDA plus proceeds from investment in master lease agreement, net, proceeds from buyouts / prepayments and interest earned on cash investments. Proceeds from investment in lease agreement, net, represent cash flows from the Company’s Spruce Power 4 Portfolio, which holds the 20-year use rights to customer payment streams of approximately 22,500 solar lease and power purchase agreements, net of servicing costs. Proceeds from buyouts / prepayments represent cash inflows from the early buyout of customer solar contracts and cash inflows from the prepayment of customer solar contracts. Interest earned on cash investments represent cash interest received on investments in money market funds / U.S. Treasury securities. We defined EBITDA as our consolidated net income (loss) and adding back interest expense, net, income taxes, and depreciation and amortization. Adjusted EBITDA excludes certain identified items that we do not consider to be part of our ongoing business.
The selected operations & servicing excellence objectives for 2025 involved (1) the PPA lease portfolio’s adjusted gross collections, (2) average customer care satisfaction ratings, and (3) the portfolio technology build-out.
The selected reporting accuracy & timeliness objectives for 2025 related to the Company’s internal and external reporting.
Departmental Performance Measures. Departmental performance measures are respective to each NEO’s department(s) of responsibility in the Company. The average of the weighted scores of each NEO’s respective department(s) is used to measure the NEO’s departmental performance.
The selected departmental performance objectives for 2025, respective to NEO Jonathan Norling, weightings are outlined below:
Legal | 80 | % | ||||||
Asset Disposition | 20 | % | ||||||
Total | 100 | % | ||||||
STIC Results. In determining bonus target achievement, the Compensation Committee measured results against goals, and additionally considered other events that occurred during the fiscal year, for which NEO leadership was critical, as well as each NEO’s performance. Ms. Wells did not receive a payout as she ceased serving as CFO prior to the end of 2025. The payouts under the STIC to our NEOs for 2025 performance were approved in February 2026 at the following levels:
Name | Actual Bonus Value | Percentage of Target Bonus | ||||||||||||
Christopher Hayes | $ | 650,000 | 100 | % | ||||||||||
Jonathan M. Norling | $ | 118,125 | 75 | % | ||||||||||
Thomas J. Cimino (1) | $ | 21,875 | 100 | % | ||||||||||
(1) As Mr. Cimino was appointed as CFO effective December 1, 2025, his offer letter provided that his 2025 bonus would be 1/12 of his annual target amount. Mr. Cimino earned 100% of such bonus amount.
Long-Term Equity Incentives
In 2025, the Compensation Committee determined that all long-term equity incentives would be granted in the form of restricted stock units (“RSUs”), with a four-year vesting schedule of 25% per year on the anniversary date of grant. The Compensation Committee believes that RSUs best align the interests of award recipients with those of our stockholders based on recommendations from our independent consultant. The long-term nature of the RSUs creates performance and retention incentives for recipients.
The Company continues to evolve as a business and recognizes that the structure of our equity program must evolve with the transition of our business strategy. The Compensation Committee continues to evaluate its approach to long-term equity incentive compensation and is committed to putting forth a program that aligns the interest of our executives and stockholders each year.
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The 2025 awards for each NEO were as follows:
Name | RSUs | RSUs Grant Date Fair Value(1) ($) | ||||||
Christopher Hayes | 539,040 | $ | 894,806 | |||||
Thomas J. Cimino | 60,000 | $ | 310,800 | |||||
Jonathan M. Norling | 230,500 | $ | 382,630 | |||||
| Sarah Weber Wells | — | $ | — | |||||
(1) Individual award amounts reflect the grant date fair values of such awards computed in accordance with FASB ASC Topic 718.
Other Benefits and Perquisites
Our NEOs are eligible to participate in our employee benefit plans, including medical, dental, vision, and life insurance plans, in each case on the same basis as all of our other employees. The Company pays premiums for the life insurance for all employees, including our NEOs. The Company generally does not provide perquisites or personal benefits.
401(k) Plan and Employee Stock Purchase Plan
The Company maintains a 401(k) plan that provides eligible employees with an opportunity to save for retirement on a tax advantaged basis. Eligible employees are able to defer eligible compensation up to certain Code limits, which are updated annually. The Company provides for safe harbor matching contributions equal to 100% on the first 3% of an employee’s eligible earnings deferred and an additional 50% on the next 2% of an employee’s eligible earnings deferred. Employee elective deferrals and safe harbor matching contributions are 100% vested at all times. The 401(k) plan is intended to be qualified under Section 401(a) of the Code, with the related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the 401(k) plan are deductible by us when made, and contributions and earnings on those amounts are not generally taxable to the employees until withdrawn or distributed from the 401(k) plan.
Impact of Tax and Accounting
The Company regularly considers the various tax and accounting implications of our compensation plans. When determining the amount of long-term incentives and equity grants to executives and employees, the compensation costs associated with the grants are reviewed, as required by FASB ASC Topic 718.
While considering tax deductibility as only one of several considerations in determining compensation, the Audit Committee believes that the tax deduction limitation should not compromise its ability to structure compensation programs that provide benefits to the Company that outweigh the potential benefit of a tax deduction, and therefore, may approve compensation that is not deductible for tax purposes.
Policies and Practices Related to the Grant of Certain Equity Awards
Our long-term incentive compensation does not currently include regular stock option grants. In fiscal 2025, such compensation consisted solely of RSUs. Outside of the annual grant cycle, we may make RSU or stock option awards in connection with a new hire package, retention grant or severance package. Equity awards, including stock options, are not granted in anticipation of the release of material non-public information, and the release of material non-public information is not timed on the basis of option or other equity grant dates.
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2025 Summary Compensation Table
The following table sets forth information regarding the compensation to our NEOs for the years ended December 31, 2025 and 2024.
| Name and principal position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards($)(4) | Nonequity incentive plan compensation ($) | All Other Compensation ($)(5) | Total ($) | ||||||||||||||||||
| Christopher Hayes | 2025 | 650,000 | 650,000 | 894,806 | — | — | 2,000 | $ | 2,196,806 | |||||||||||||||||
President and CEO (6) | 2024 | 450,000 | 650,000 | 269,391 | 773,500 | 26,875 | $ | 2,169,766 | ||||||||||||||||||
Thomas J. Cimino(7) | 2025 | 514,332 | 21,875 | — | — | — | 538 | $ | 536,745 | |||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||||||||
| Sarah Weber Wells | 2025 | 115,000 | — | — | — | — | 11,842 | $ | 126,842 | |||||||||||||||||
Former Chief Financial Officer and Head of Sustainability (8) | 2024 | 315,577 | 163,358 | 430,852 | — | — | 11,539 | $ | 921,326 | |||||||||||||||||
| Jonathan M. Norling | 2025 | 315,000 | 118,125 | 382,630 | — | — | — | $ | 815,755 | |||||||||||||||||
| Chief Legal Officer | 2024 | 313,269 | 100,000 | 430,852 | — | — | — | $ | 844,121 | |||||||||||||||||
(1) The amount shown in this column for Mr. Cimino reflects (i) $494,040 paid to a consulting firm for Mr. Cimino’s services as Interim CFO from June 5, 2025 through November 30, 2025, and (ii) $20,292 of salary paid to Mr. Cimino from December 1, 2025 through December 31, 2025 as a full-time employee of the Company.
(2) The amounts in this column reflect the amount earned under the STIC in 2025 and 2024. In each case, these amounts were paid in the year following the year in which the performance criteria were achieved. For fiscal year 2024, amounts were previously reported for amounts the Company paid to the NEOs in 2023 for 2022 performance under the STIC.
(3) Amounts shown in this column reflect the grant date fair value for restricted stock units granted during the fiscal years ended December 31, 2025 and 2024 to our NEOs, computed in accordance with FASB ASC Topic 718, based on the closing price of the Company’s stock on the date of grant. The amounts for 2024 now reflect the grant date fair value for restricted stock units granted during the fiscal year ended December 31, 2024.
(4) Amounts shown in this column reflect the grant date fair value for options granted during the fiscal years ended December 31, 2025 and 2024 to our NEOs, calculated using the Black-Scholes option pricing model based on assumptions set forth in Note 12 to the Company’s financial statements in its Annual Report on Form 10-K.
(5) For fiscal year 2024, includes (i) $26,875 paid to Mr. Hayes in connection with his Board service prior to becoming the CEO; and (ii) an $11,539 Company contribution to Ms. Wells’ 401(k) plan.
(6) Mr. Hayes was appointed as the Company’s President and CEO effective as of April 12, 2024.
(7) Mr. Cimino was appointed as the Company’s CFO effective December 1, 2025. From June 5, 2025 through November 30, 2025, Mr. Cimino served as Interim CFO of the Company.
(8) Ms. Wells ceased serving as the Company’s CFO as of May 14, 2025.
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Outstanding Equity Awards at 2025 Fiscal Year-End
The following table shows certain information with respect to unexercised options and unvested restricted stock units held by our NEOs as of December 31, 2025. Ms. Wells did not hold any options or unvested restricted stock units as of December 31, 2025.
| Outstanding Equity Awards at 2025 Fiscal Year-End | |||||||||||||||||||||||||||||
| Option Awards | Stock Awards | ||||||||||||||||||||||||||||
| Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | ||||||||||||||||||||
| Christopher Hayes | 73,807 | 221,422 (2) | — | 3.74 | 04/12/34 | ||||||||||||||||||||||||
| 1,968 | — | — | 54.48 | 5/26/2031 | |||||||||||||||||||||||||
| 446 | — | — | 113.36 | 2/26/2031 | |||||||||||||||||||||||||
| 35,801 | — | — | 2.16 | 2/6/2030 | |||||||||||||||||||||||||
| 11,934 | — | — | 1.92 | 5/24/2028 | |||||||||||||||||||||||||
| 66,477(3) | 338,368 | — | — | ||||||||||||||||||||||||||
| 539,040(4) | 2,743,714 | ||||||||||||||||||||||||||||
| Thomas J. Cimino | 60,000(5) | 305,400 | — | — | |||||||||||||||||||||||||
| Jonathan M. Norling | 15,625(6) | 79,531 | — | — | |||||||||||||||||||||||||
| 32,312(7) | 164,468 | — | — | ||||||||||||||||||||||||||
| 89,265(8) | 454,359 | — | — | ||||||||||||||||||||||||||
| 230,500(9) | 1,173,245 | — | — | ||||||||||||||||||||||||||
(1) The amounts in this column represent the aggregate fair market value of restricted stock unit awards as of December 31, 2025, based on the closing price of the Company’s common stock on December 31, 2025, which was $5.09.
(2) These options vest as to 73,807 shares on each of April 12, 2026, April 12, 2027, and April 12, 2028.
(3) These restricted stock units vest as to 22,159 shares on each of April 12, 2026, April 12, 2027, and April 12, 2028.
(4) These restricted stock units vest as to 134,760 shares on each of May 12, 2026, May 12, 2027, May 12, 2028 and May 12, 2029.
(5) These restricted stock units vest as to 15,000 shares on each of December 8, 2026, December 8, 2027, December 8, 2028, and December 8, 2029.
(6) These restricted stock units vest on September 9, 2026.
(7) These restricted stock units vest as to 16,156 shares on each of April 3, 2026 and April 3, 2027.
(8) These restricted stock units vest as to 29,755 shares on each of April 1, 2026, April 1, 2027, and April 1, 2028.
(9) These restricted stock units vest as to 57,625 shares on each of May 12, 2026, May 12, 2027, May 12, 2028, and May 12, 2029.
Employment Agreements and Severance Agreements
Christopher Hayes
In connection with Mr. Hayes’ appointment as President and Chief Executive Officer of the Company, Mr. Hayes and the Company entered into a CEO Offer Letter (the “Hayes Offer Letter”) on April 12, 2024, under which Mr. Hayes’ service to the Company as its President and Chief Executive Officer commenced on April 12, 2024 and will continue until terminated by the Company or Mr. Hayes. The Hayes Offer Letter provides for (a) an initial annual base salary of $650,000 and (b) an annual cash bonus opportunity with a target of 100% of his base salary to be based on achieving annual performance metrics determined by the Board or as may be payable by the Board in its discretion.
Mr. Hayes was also awarded equity awards effective on April 12, 2024 valued at 170% of his initial base salary, with 70% of such equity awards being in the form of stock options to purchase shares of the Company’s common stock and 30% of such equity awards being in the form of RSUs. These equity awards vest in equal annual installments over four years following April 12, 2024, subject to Mr. Hayes’ continued service on the applicable vesting date.
Mr. Hayes is eligible to participate in the employee benefits offered by the Company in accordance with the applicable terms of the benefit program, plan or arrangement.
The Hayes Offer Letter requires Mr. Hayes to comply with certain non-disclosure, non-competition and non-solicitation covenants.
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Mr. Hayes is eligible for severance benefits and payments under the Executive Severance Plan discussed below.
Thomas J. Cimino
Mr. Cimino, who currently serves as Chief Financial Officer of the Company, is subject to an at-will employment offer letter dated December 1, 2025. The offer letter contemplates an annual base salary and certain other benefits. For fiscal year 2025, Mr. Cimino’s base salary was $350,000.
Mr. Cimino was issued equity awards effective on December 8, 2025, in the form of 60,000 RSUs. These equity awards vest in equal annual installments over four years following December 8, 2025, subject to Mr. Cimino’s continued service on the applicable vesting date restricted stock units.
Mr. Cimino is eligible to participate in the employee benefits offered by the Company in accordance with the applicable terms of the benefit program, plan or arrangement.
Mr. Cimino is eligible for full severance benefits and payments under the Executive Severance Plan discussed below effective June 1, 2026, and at 50% severance benefit through May 31, 2026.
Jonathan Norling
Mr. Norling has an Amended and Restated At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (the “Norling Employment Agreement”) that was effective as of March 15, 2019 and amended and restated as of January 1, 2022.
Pursuant to the Norling Employment Agreement, if Mr. Norling is terminated by the Company without cause or by Mr. Norling for good reason, Mr. Norling is entitled to a one-time lump sum “Termination Payment” equal to the sum of (i) three months’ of his regular base pay and benefits, less applicable withholdings and deductions, (ii) any unpaid bonus awarded to him prior to the employment termination (including without limitation any amounts awarded pursuant to the Company’s short term incentive compensation plan or long term compensation plan), (iii) any bonus to which he would have been entitled under the Company’s short term incentive compensation plan or other agreement had Mr. Norling remained employed by the Company as of the date such bonus would have been awarded, pro-rated to the termination date, and (iv) if the employment termination is by the Company without cause and the Company does not provide Mr. Norling with at least 30 days’ advance notice of such employment termination, a one-time lump sum “Notice Differential Payment,” less applicable withholdings and deductions. The Notice Differential Payment is an amount equal to the difference between (a) the base salary that Mr. Norling earns between the date the Company provides notice of termination without cause and the last date of his employment, and (b) the base salary and benefits that Mr. Norling would have received if the Company had given him 30 days’ advance notice of termination without cause.
If Mr. Norling’s employment is terminated by the Company without cause in the event of his death or disability, the Company shall pay Mr. Norling or his heirs an amount equal to one-half of the Termination Payment and one-half of the Notice Differential Payment that would be owed to him.
As a condition of receiving the Termination Payment, Mr. Norling must sign a separation agreement, which shall include a release of all claims.
“Cause” means Mr. Norling (i) has committed an act involving fraud, dishonesty, disloyalty, or a conflict of interest against the Company, (ii) has been convicted of or enters into a pleas of nolo contendere to any felony or a misdemeanor involving honesty, integrity, moral turpitude, or unethical conduct, (iii) has engaged in misconduct that results or could have resulted in serious injury (monetary or otherwise) to the Company or is detrimental to the Company’s business reputation, or goodwill, (iv) in carrying out Mr. Norling’s assigned duties, has engaged in negligence that results in material injury, monetary or otherwise, to the Company, (v) uses illegal drugs or becomes intoxicated by alcohol or drugs in a manner that adversely affects his ability to perform his duties, (vi) fails to cooperate in any respect with any investigation or inquiry authorized by the Company or conducted by a governmental authority related to the Company’s business, (vii) fails to comply in any respect with any written or oral direction of the Company that relates to the performance of his duties that he can physically perform, (viii) has violated any of the Company’s written policies or rules, or (ix) fails to perform or uphold in any material respect any duty under the Norling Employment Agreement.
“Good Reason” means (i) a material diminution in Mr. Norling’s base salary, (ii) a material diminution in Mr. Norling’s authority, duties and responsibilities, (iii) a material breach by the Company of any of its covenants or obligations, in each case to Mr. Norling under the Norling Employment Agreement, or (iv) the relocation of the geographic location of Mr. Norlin’s principal place of employment by more than 50 miles from the location of his principal place of employment as of the effective date of the Norling Employment Agreement.
Executive Severance Plan
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Effective August 6, 2024, the Company adopted an Executive Severance Plan, which provides severance payments and benefits if employment with the Company terminates under certain circumstances specified in the Plan. Participants include the CEO and the CFO, and other executives as recommended by the CEO and approved by the Board or Compensation Committee.
The Executive Severance Plan provides that if the Company terminates a participant’s employment without “Cause” or the participant resigns for “Good Reason” at any time other than the 24-month period beginning on the date of a change in control or within a period of 90 days preceding the change in control (the “Change in Control Period”), the participant is entitled to: (1) 1.5 times for the CEO or 1.0 times for other executives (the “Normal Multiplier”) the participant’s then-current base salary plus the full amount of the participant’s then-current annual target bonus; (2) full vesting in any unvested equity awards with time-based vesting held by the participant under the Company’s then-current outstanding equity incentive plans that would have vested during the period of months equal to the product of (a) the Normal Multiplier and (b) 12 (the “Severance Period”); and (3) continue participating in the Company’s health benefits for the Severance Period, as follows: (a) such continued benefits shall be subject to the participant’s timely election of continuation coverage under COBRA, (b) the Company will pay the Company contribution and the participant shall be required to pay the employee contribution directly or as a reimbursement to the participant at the Company’s sole discretion, (c) the participant’s right to receive such health benefits will terminate if and when the participant secures alternative health benefits from a new employer, or if and when the participant otherwise becomes ineligible for future coverage under COBRA; and (4) the Company shall be required to provide these health benefits only to the extent that the Company continues offering an employee health benefits plan and to the extent that the Company is not required to provide and pay for such post-termination coverage to other employees to avoid a violation of applicable nondiscrimination requirements.
If a participant’s employment is determined without Cause or the participant resigns for Good Reason during the Change in Control Period, the participant is entitled to: (1) 2.0 times for the CEO or 1.5 times for other executives (the “CIC Multiplier”) the participant’s then-current base salary plus the full amount of the participant’s then-current annual target bonus; (2) a pro-rata portion of the participant’s annual target bonus for the calendar year in which such termination occurs based on the period worked by the participant during such calendar year prior to termination; (3) continue participating in the Company’s health benefits for 18 months, as follows: (a) such continued benefits shall be subject to the participant’s timely election of continuation coverage under COBRA, (b) the Company will pay the Company contribution directly or as a reimbursement to the participant at the Company’s sole discretion, (c) the participant’s right to receive further health benefits shall termination if and when the participant secures alternative health benefits from a new employer, or if and when the participant otherwise becomes ineligible for further coverage under COBRA, and (d) the Company shall be required to provide these health benefits only to the extent that the Company continues offering an employee health benefits plan and to the extent that the Company is not required to provide and pay for such post-termination coverage to other employees to avoid a violation of applicable nondiscrimination requirements; (4) professional outplacement services up to $25,000; and (5) full vesting of any outstanding unvested equity awards held by the participant under the Company’s then-current outstanding equity incentive plans (with any equity awards with performance conditions vesting based on target performance).
If a participant’s employment terminates as a result of disability or death, the participant is eligible to receive: (1) a pro-rata portion of the participant’s target bonus for the calendar year in which such termination occurs based on the period worked by the participant during such calendar year prior to termination; and (2) in the case of the participant’s termination of employment as a result of disability, full vesting in any and all equity awards with time-based vesting that would have vested during the 12-month period following the termination date, and in the case of the participant’s death, full vesting of all equity awards (with any equity awards with performance conditions vesting based on target performance). In the case of disability, the participant also remains eligible for vesting of any equity awards with performance conditions outstanding on the date of such termination.
In each case, to be eligible for severance payments or benefits under the Executive Severance Plan, the participant or the participant’s designated beneficiary or estate, as applicable, must execute and not revoke a valid separation and general release, and the participant must comply with certain restrictive covenants, including confidentiality, non-competition, and non-solicitation.
A participant is entitled to the following upon termination of employment whether or not the participant is eligible for severance payments or benefits under the Executive Severance Plan: (1) the portion of the participant’s base salary that has accrued prior to termination and not yet been paid; (2) the portion of the participant’s prior-year annual bonus that has been earned prior to termination and has not yet been paid; (3) the amount of any expenses properly incurred by the participant on behalf of the Company in accordance with Company policy prior to such termination and not yet reimbursed; and (4) the amount of the participant’s vacation time that has accrued prior to termination and has not yet been used.
For purposes of the Executive Severance Plan, “Cause” means a participant’s: (i) willful misconduct or gross negligence with respect to any material aspect of the Company’s business; (ii) refusal to follow the lawful directions of the Company employee to whom the participant reports or, in the case of the CEO, the Board; (iii) breach of a fiduciary duty owed to the
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Company or its shareholders; (iv) any act of fraud, embezzlement or other material dishonesty with respect to the Company; (v) conviction, plea of nolo contendere, guilty plea, or confession to a crime based upon an act of fraud, embezzlement or dishonesty or to a felony or crime of moral turpitude; (vi) habitual abuse of alcohol or any controlled substance or reporting to work under the influence of alcohol or any controlled substance (other than a controlled substance that participant is properly taking under a current prescription), (vii) misappropriation by the participant of any material assets or any business opportunities of the Company or any of its subsidiaries or affiliates; (viii) a material failure to comply with the Company’s written policies or rules, as they may be in effect from time to time during participant’s employment, including policies and rules prohibiting discrimination or harassment; or (ix) a material breach of any restrictive covenants agreement or any other written agreement between the Company or one of its subsidiaries and the participant, provided that the participant will have 30 days after notice from the Company to cure a failure or breach under (vi), (viii) and (ix), to the extent reasonably curable.
For purposes of the Executive Severance Plan, “Good Reason” means the occurrence of any of the following events without the participant’s consent: (i) a material reduction of the participant’s base salary or annual target bonus as in effect immediately prior to the reduction; (ii) a material reduction in the participant’s authority, duties or responsibilities (other than in connection with a change in control in which the participant retains authority over the Company’s business that is similar to the pre-change in control authority other than such reductions as are typical when becoming a senior executive of an acquirer’s subsidiary or that relate to ceasing to be a senior executive of a publicly traded corporation), (iii) a change in the geographic location of the place where the participant principally performs services for the Company by more than 50 miles from its existing location (other than in connection with business travel); or (iv) in the case of the CEO, the Board’s failure to re-nominate Participant for a seat on the Board, provided that, within 30 days of the first occurrence of the event that the participant believes constitutes Good Reason, the participant notifies the Company in writing of the event, the Company fails to correct the act or omission within 30 days after receiving the participant’s written notice and the participant actually terminates their employment within 60 days after the date the Company receives the participant’s notice.
Director Compensation
No member of our Board who is also a member of management receives cash, equity or other non-equity compensation for service on our Board. Our non-employee director compensation is designed to align compensation with our business objectives and the creation of stockholder value, while enabling us to attract, retain, incentivize, and reward directors who contribute to our long-term success.
Non-Employee Director Compensation
Annual Equity Award. Each non-employee director receives a $150,000 annual equity award comprised solely of RSUs. The awards are granted on the date of each annual meeting of stockholders at which the non-employee director is elected to our Board or continues to serve as a director. Each grant vests in full on the first anniversary of the grant date.
Initial Equity Award. Upon initial election to our Board, each new non-employee director receives an initial equity award equal to 150% of the annual equity award comprised of RSUs. The initial equity award vests in equal installments on the first, second and third anniversary of the date of the grant.
Annual Cash Retainer. Each non-employee director receives an annual cash retainer of $50,000 for his or her service on our Board, and the chair of our Board receives an additional $20,000 cash retainer. Each member of the Audit, Compensation, and Nominating and Corporate Governance Committees receives an annual cash retainer of $10,000, $7,500, and $5,000, respectively. In addition, the chair of each of the Audit, Compensation, and Nominating and Corporate Governance Committees will receive an additional cash retainer of $20,000, $15,000, and $10,000, respectively. The annual cash retainers, as applicable, are payable in quarterly installments, in arrears, at the end of each calendar quarter for the duration of such non-employee director’s service on our Board or committee.
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2025 Director Compensation
Name(1) | Fees earned or paid in cash ($)(2) | Stock awards ($)(3) | Total ($)(4) | |||||||||||||||||
| Kevin Griffin | 36,250 | — | 36,250 | |||||||||||||||||
| Shawn Kravetz | 28,750 | — | 28,750 | |||||||||||||||||
| Jonathan J. Ledecky | 65,000 | 150,000 | 215,000 | |||||||||||||||||
| John P. Miller | 120,000 | 150,000 | 270,000 | |||||||||||||||||
| Ja-chin Audrey Lee, Ph.D | 62,500 | 150,000 | 212,500 | |||||||||||||||||
| Clara Nagy McBane | 67,500 | 150,000 | 217,500 | |||||||||||||||||
(1) Mr. Hayes is not included in this table as he is not separately compensated for his Board service for any period of time in which he was employed by the Company. Mr. Hayes’ executive compensation is included under “Executive Compensation” above.
(2) The amounts in this column reflect Board fees earned for the fiscal year ended December 31, 2025.
(3) The amounts in this column reflect the grant date fair value of grants of RSUs to each non-employee director on June 24, 2025, calculated in accordance with ASC Topic 718, based on the closing price of the Company’s common stock on the grant date. As of December 31, 2025, Mr. Griffin held 2,414 vested stock options, Mr. Ledecky held 75,000 unvested RSUs and 2,414 vested stock options, Mr. Miller held 75,000 unvested RSUs, Ms. Lee held 119,776 unvested RSUs, and Ms. McBane held 122,170 unvested RSUs.
(4) The amounts in this column reflect total compensation received by each non-employee director for the fiscal year ended December 31, 2025.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 8, 2026 for (a) all NEOs set forth in Item 11 above, (b) each of our current directors and director nominees, (c) all of our current directors and executive officers as a group and (d) each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. The Company deemed shares of our common stock that may be acquired by an individual or group within 60 days of April 8, 2026 pursuant to the exercise of options or warrants or the vesting of restricted stock units to be outstanding for the purpose of computing the percentage ownership of such individual or group, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Except as indicated in footnotes to this table, the Company believes that the stockholders named in this table have sole voting and investment power with respect to all shares of our common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Percentage of ownership is based on 18,324,753 shares of our common stock outstanding on April 8, 2026.
Shares Beneficially Owned | ||||||||
Name and Address | Number | Percent | ||||||
Directors and Named Executive Officers(1) | ||||||||
Christopher Hayes(2) | 444,205 | 2.4 | % | |||||
| Thomas J. Cimino | — | * | ||||||
Jonathan M. Norling(3) | 154,086 | * | ||||||
Eric Tech(4) | 209,319 | 1.1 | % | |||||
Shawn Kravetz(5) | 319,382 | 1.7 | % | |||||
Jonathan J. Ledecky(6) | 426,235 | 2.3 | % | |||||
| John P. Miller | 128,826 | * | ||||||
Ja-chin Audrey Lee, Ph. D.(7) | 94,777 | * | ||||||
| Clara Nagy McBane | 33,817 | * | ||||||
Sarah Weber Wells(8) | 57,338 | * | ||||||
| All directors and executive officers as a group (9 persons) | 1,810,647 | 9.6 | % | |||||
| Five Percent Holders: | ||||||||
Steel Partners Holdings L.P.(9) | 3,366,567 | 18.4 | % | |||||
*Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.
(1) The business address of the stockholder is c/o Spruce Power Holding Corporation, 820 Gessner Rd, Suite 500, Houston, Texas 77024.
(2) Consists of (a) 89,522 shares held of record, (b) options to purchase 197,764 shares of our common stock, and (c) restricted stock units as to 156,919 shares, which vest within 60 days of April 8, 2026.
(3) Includes (a) 96,461 shares held of record and (b) restricted stock units as to 57,625 shares, which vest within 60 days of April 8, 2026.
(4) Consists of (a) 48,232 shares held of record, (b) 102,099 shares held in trusts of which Mr. Tech is the co-trustee and has or shares investment and voting power, (c) options to purchase 52,738 shares of our common stock, (d) 3,125 shares held by one of Mr. Tech's daughters, and (e) 3,125 shares held by one of Mr. Tech’s daughters. Mr. Tech disclaims ownership of the shares of our common stock held by his daughters.
(5) Consists of (a) 8,000 shares held of record, and (b) 311,382 shares held by Esplanade Capital, an investment firm of which Mr. Kravetz is President and Chief Investment Officer.
(6) Consists of (a) 95,696 shares held of record, (b) options to purchase 2,414 shares of our common stock, and (c) 328,125 shares held by Ironbound Partners Fund, LLC, an affiliate of Mr. Ledecky. Notwithstanding his dispositive and voting control over such shares, Mr. Ledecky disclaims beneficial ownership of the shares of our common stock held by Ironbound Partners Fund, LLC, except to the extent of his proportionate pecuniary interest therein.
(7) Consists of (a) 72,389 shares held of record and (b) restricted stock units as to 22,388 shares, which vest within 60 days of April 8, 2026.
(8) Consists of 57,338 shares held of record. The beneficial ownership information for Ms. Wells is based on the most recent information provided to the Company as of the time Ms. Wells ceased to serve as Chief Financial Officer, which was May 14, 2025.
(9) Steel Partners Holdings L.P. (“Steel Partners”) filed a Schedule 13D/A on March 16, 2026, reporting that it beneficially owned 3,259,706 shares of our common stock, with shared voting power and shared dispositive power over all of such shares. The beneficial ownership by Steel Partners in the table reflects an update from Form 4 report filed by Steel Partners on April 9, 2026, reporting that it beneficially owned 3,366,567 shares of Common Stock as of April 8, 2026. The address of Steel Partners is 590 Madison Avenue, 32nd Floor, New York, NY 10022.
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Equity Compensation Plan Information
The following table summarizes share information, as of December 31, 2025, for the Company’s equity compensation plans and arrangements, consisting of the XL Fleet Corp. 2020 Equity Incentive Plan and XL Hybrids, Inc. 2010 Equity Incentive Plan. New awards may only be made under the 2020 Equity Incentive Plan.
| Plan Category | Number of Securities To Be Issued Upon Exercise Of Outstanding Options, Warrants, and Rights(1) (a) | Weighted-Average Exercise Price Of Outstanding Options, Warrants, and Rights(1) (b) | Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a)(c)(2) | |||||||||||||||||
| Equity compensation plans approved by security holders | 4,159,272 | [*] | 6,291,990 | |||||||||||||||||
| Equity compensation plans not approved by security holders | — | — | — | |||||||||||||||||
| Total | 4,159,272 | $ | — | 6,291,990 | ||||||||||||||||
(1) Consists of options with respect to 484,770 shares outstanding as of December 31, 2025 and RSUs with respect to 3,674,502 shares un-vested as of December 31, 2025. The weighted-average exercise price does not take the RSUs into account.
(2) Under the Spruce Power Holding Corp. 2020 Equity Incentive Plan, on the first day of each fiscal year of the Company until the second day of fiscal year 2030, the number of shares that may be issued from time to time pursuant to the Plan, shall be increased by an amount equal to the lesser of (i) 5% of the number of outstanding shares of Common Stock on such date and (ii) an amount determined by the Board, unless it has delegated power to act on its behalf to the Compensation Committee, in which case the amount shall be determined by the Compensation Committee. Notwithstanding the foregoing, the maximum number of shares that may be issued as ISOs under the Plan shall be 260,000,000.
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Item 13. Certain Relationships and Related Transactions, and Director Independence
Related Person Transactions
Our Board adopted a written related person transactions policy that sets forth policies and procedures regarding the identification, review, consideration and oversight of related person transactions. For purposes of this policy only, a related person transaction is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which the Company or any of its subsidiaries, are participants involving an amount that exceeds $120,000, in which any related person has a material interest.
Transactions involving compensation for services provided to us or any of our subsidiaries as an employee, consultant or director will not be considered related person transactions under this policy. A related person is any executive officer, director, nominee to become a director or a holder of more than 5% of any class of our voting securities (including our common stock), including any of their immediate family members and affiliates, including entities owned or controlled by such persons.
Under the related person transaction policy, the related person in question or, in the case of transactions with a holder of more than 5% of any class of our voting securities, an officer with knowledge of a proposed transaction, will be required to present information regarding the proposed related person transaction to our Audit Committee (or to another independent body of our Board) for review. To identify related person transactions in advance, we expect to rely on information supplied by our executive officers, directors and certain significant stockholders. In considering related person transactions, our Audit Committee is expected to take into account the relevant available facts and circumstances, which may include, but are not limited to:
•the risks, costs, and benefits to us;
•the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated;
•the terms of the transaction;
•the availability of other sources for comparable services or products; and
•the terms available to or from, as the case may be, unrelated third parties.
Our Audit Committee will approve only those transactions that it determines are fair to us and in our best interests.
We do not have any related person transactions to report under relevant SEC rules and regulations.
Director Independence
New York Stock Exchange listing standards require a majority of our directors and each member of our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee to be independent. In addition, our Corporate Governance Guidelines require a majority of our directors to be independent. The Board determined that all of our directors are independent, except for Mr. Hayes, due to his employment by our Company, and Mr. Tech, due to his employment as the Company’s Chief Executive Officer from December 2021 until February 1, 2023. Specifically, the following directors are independent under New York Stock Exchange listing standards: Mr. Kravetz, Mr. Ledecky, Mr. Miller, Ms. Lee and Ms. McBane. In addition, based on such standards, the following person who served as a director during 2025 but is no longer a director was independent: Kevin Griffin.
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Item 14. Principal Accountant Fees and Services
Pre-Approval Policies and Procedures
The Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm.
Prior to engagement of an independent registered public accounting firm for the next year’s audit, management will submit an aggregate of services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval.
1. Audit services include audit work performed in the preparation of financial statements, as well as work that generally only an independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting and/or reporting standards.
2. Audit-Related services are for assurance and related services that are traditionally performed by an independent registered public accounting firm, including due diligence related to mergers and acquisitions, standalone subsidiary audits, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.
3. Tax services include all services performed by an independent registered public accounting firm’s tax personnel except those services specifically related to the audit of the financial statements, and include fees in the areas of tax compliance, tax planning, and tax advice.
4. Other Fees are those associated with services not captured in the other categories, including subscriptions to research tools and registration fees for seminars and/or conferences.
Prior to engagement, the Audit Committee pre-approves these services by category or service. The fees are budgeted, and the Audit Committee requires our independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage our independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging our independent registered public accounting firm.
The Audit Committee may delegate pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for information purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.
Fees Billed by Deloitte & Touche LLP and CohnReznick LLP
The following table presents fees for professional audit services rendered by CohnReznick LLP for the audit of the Company’s annual financial statements and fees billed for other services rendered by CohnReznick LLP for the year ended December 31, 2025, and Deloitte & Touche LLP for the audit of the Company’s annual financial statements and fees billed for other services rendered by Deloitte & Touche LLP for the years ended December 31, 2024.
| 2025 | 2024 | ||||||||||
Audit Fees:(1) | $ | 1,638,000 | $ | 3,261,056 | |||||||
Audit Related Fees:(2) | 372,750 | 435,000 | |||||||||
Tax Fees:(3) | 453,037 | 108,000 | |||||||||
Other Fees:(4) | 813 | 5,551 | |||||||||
| Total Aggregate Fees: | $ | 2,464,600 | $ | 3,809,607 | |||||||
(1) Audit Fees consisted of audit work performed in the preparation of financial statements, work during the fiscal year to implement standards and controls under Sarbanes-Oxley procedures.
(2) Audit Related Fees were related to the Company’s standalone subsidiary annual reports required by lender agreements.
(3) Tax Fees were related to tax consulting services.
(4) All other fees were related to subscriptions to research tools and registration fees for seminars and/or conference.
The percentage of services set forth above in the categories (audit related fees and tax fees), that were approved by the Audit Committee pursuant to Rule 2-01(c)(7)(i)(C) (relating to the approval of a de minimis amount of non-audit services after the fact but before completion of the audit), was 0%.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
(b) Exhibits
The following exhibits are filed with this Amendment.
| Exhibit No. | Description | Included | Form | Filing Date | ||||||||||||||||||||||
| 31.1 | Herewith | |||||||||||||||||||||||||
| 31.2 | Herewith | |||||||||||||||||||||||||
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SPRUCE POWER HOLDING CORPORATION | |||||||||||
| Date: | April 23, 2026 | By: | /s/ Christopher Hayes | ||||||||
| Name: | Christopher Hayes | ||||||||||
| Title: | Chief Executive Officer | ||||||||||
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