enph-20230406

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. __ )


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☐						Preliminary Proxy Statement
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☒						Definitive Proxy Statement
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☐						Soliciting Material Pursuant to §240.14a-12


			Enphase Energy, Inc.
			(Name of Registrant as Specified in its Charter)

			(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Notice of Annual Meeting of Stockholders

When

May 17, 2023, Wednesday, at 9:00 a.m. Pacific Time

Where

Via live audio-only webcast www.virtualshareholdermeeting.com/ENPH2023

Record date

Stockholders as of March 21, 2023, are entitled to vote at the meeting

Items of Business

Proposal

Board voting recommendation

Page reference (for more details)

The 2023 Annual Meeting of Stockholders (the “Annual Meeting”) is being convened for the following purposes:

1.To elect our three nominees for director named in the accompanying proxy statement to the Board of Directors, to hold office until the 2026 Annual Meeting of Stockholders.

FOR each director nominee

Page 9

2.To approve, on advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement.

FOR

Page 63

3.To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

FOR

Page 64

Stockholders will also transact such other business as may properly come before the Annual Meeting to be held on May 17, 2023, or any adjournment or postponement thereof.


Voting	Attending the Annual Meeting
Your broker will not be able to vote your shares with respect to any of the matters presented at the meeting, other than the ratification of the selection of our independent registered public accounting firm, unless you give your broker specific voting instructions.		Stockholders may view and listen to a live webcast of the meeting. The webcast will start at 9:00 a.m. (Pacific Time). See our Investor Relations website at http://investor.enphase.com/shareholder-services/annual-meeting. You do not need to attend the Annual Meeting to vote if you submitted your proxy in advance of the meeting.

We are committed to ensuring, to the extent possible, that stockholders will be afforded the ability to participate at the virtual meeting similarly to how they would participate at an in-person meeting. The question and answer session will include questions submitted in advance of, and questions submitted live during, the Annual Meeting. You may submit a question in advance of the meeting at www.proxyvote.com after logging in with your unique 16-digit control number (“Control Number”) found on your proxy card or voting instruction form (“VIF”). Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/ENPH2023.

We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately thirty minutes before the Annual Meeting begins at 9:00 a.m. (Pacific Time) on May 17, 2023. If you have difficulty accessing the meeting, please call 1-844-986- 0822 (toll free) or 303-562-9302 (international). Technicians will be available to assist you.

YOUR VOTE IS VERY IMPORTANT. Even if you plan to attend the Annual Meeting, please cast your vote as soon as possible. Make sure to have your proxy card or VIF in hand.

By internet go to www.proxyvote.com

By toll-free telephone from the United States, U.S. territories and Canada: call 1-800-690-6903

By mail (if you received a paper copy of the proxy materials by mail): mark, sign, date and promptly mail the enclosed proxy card in the postage paid envelope

Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting as your proxy is revocable at your option prior to the voting close. Whether or not you participate in the Annual Meeting, it is important that your shares be part of the voting process. You may log on to www.proxyvote.com and enter your Control Number to vote your shares. You can also vote in advance of or during the meeting. If you attend the Annual Meeting virtually, please follow the instructions at www.virtualshareholdermeeting.com/ENPH2023 to vote, change your vote or submit questions during the meeting.



By Order of the Board of Directors						Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 17, 2023 virtually via live audio-only webcast at www.virtualshareholdermeeting.com/ENPH2023. The Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on February 13, 2023, are available at https://materials.proxyvote.com/29355a.

Badrinarayanan Kothandaraman President and Chief Executive Officer Fremont, California April 6, 2023

Table of Contents


Enphase at a Glance			1

Proxy Summary			2
Board of Directors			2
Stockholder Outreach			4
Fiscal 2022 Compensation Highlights			6
Fiscal 2023 Compensation Changes			7
Voting Roadmap and Vote Recommendations			8

Proposal 1: Election of Directors			9
Information Regarding Nominees and Continuing Directors			10

Information Regarding the Board of Directors and Corporate Governance			14
Identifying and Evaluating Nominees for Directors			14
Director Independence			14
Board Diversity and Refreshment; Director Tenure			15
Board Leadership Structure			16
Role of the Board in Risk Oversight			16
Corporate Governance Guidelines			16
Code of Conduct			17
Environmental, Social and Governance			17
Meetings of the Board and Committees			17
Information Regarding Committees of the Board			17
Board and Committee Evaluations			20
Communications with the Board			20

Director Compensation			22

Management			25

Executive Compensation			27
Compensation Discussion and Analysis			27
Compensation Committee Report			49
Executive Compensation Tables			50
Employment Contracts and Termination of Employment and Change of Control Arrangements			54
CEO Pay Ratio			58
Pay V ersus Performance			59

Proposal 2: Advisory Vote to Approve Executive Compensation			63

Proposal 3 : Ratification of Selection of Independent Registered Public Accounting Firm			64

Report of the Audit Committee of the Board			66

Other Information			67
Security Ownership of Certain Beneficial Owners and Management			67


Equity Compensation Plan Information			69
Transaction s with Related Persons			70
Delinquent Section 16(a) Reports			70
Householding of Proxy Materials			70
Other Matters			71

Questions and Answers about these Proxy Materials and Voting			72

Appendix A-Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures			77

Enphase at a Glance

Our strategy is to build best-in-class home energy systems and deliver them to homeowners through our installer and distribution partners, enabled by a comprehensive digital platform. In 2022, we continued to innovate, focus on installers and homeowners, and reported record revenues and profitability.

Founded In 2006, with 2,821 employees1

Headquartered in Fremont, California with offices globally

Our customers are installers, homeowners and module partners

More than 1,300 installers

in the Enphase Installer Network1

Approximately 58 million microinverters shipped since inception, representing approx. 19 GW1

More than 3.0 million cumulative systems installed in over 145 countries1,2

Approximately 2,300 installers worldwide certified on IQTM Batteries1

815.08 MWh of cumulative energy storage systems shipped1

More than 350 patents globally1

2022 net revenues were
$2.3 billion

2022 GAAP gross margin

was 41.8%; 2022 Non-GAAP gross margin was 42.6%3

2022 GAAP net income

was $397.4 million; 2022 Non-GAAP net income

was $647.4 million3

1 As of December 31, 2022

2 Includes Enphase residential and commercial managed systems as of December 31, 2022, grossed up for non-managed systems based on cumulative sales records

3 Please reference Appendix A for GAAP to Non-GAAP reconciliation

Enphase Energy, Inc. | 2023 Proxy Statement | 1

Proxy Summary

This summary highlights information that is contained elsewhere in this proxy statement. It does not include all information necessary to make a voting decision, and you should read this proxy statement in its entirety before casting your vote.

Board of Directors

Our Board of Directors (the “Board”) has nominated three directors to serve for three-year terms until 2026. The nominees and members have a broad and diverse set of skills and experiences that are integral to our success. We believe in a classified Board structure to promote boardroom continuity and institutional knowledge, as well as helping to drive execution of long-term strategy.

Name

Age

Director Since

Audit Committee

Compensation Committee

Nominating Committee

Class II Nominees for Election (Until 2026 Annual Meeting of Stockholders)

Jamie Haenggi

President, ADT Solar (formerly COO); former CCO ADT Security Services

IND

2020

Benjamin Kortlang

Partner, G2VP, LLC; former Partner, Kleiner Perkins Caufield & Byers

IND

2010

Richard Mora

Former CEO, Landis+Gyr

IND

2014

Continuing Class III Directors (Until 2024 Annual Meeting of Stockholders)

Badrinarayanan Kothandaraman

President and CEO, Enphase Energy, Inc.

2017

Joseph Malchow

Founding Partner, HNVR Technology Investment Management

2020

Continuing Class I Directors (Until 2025 Annual Meeting of Stockholders)

Steven J. Gomo

Former CFO, NetApp, Inc.

IND

2011

Thurman John Rodgers

Founder and former CEO, Cypress Semiconductor

IND

2017

l Member l Chair IND Independent

Enphase Energy, Inc. | 2023 Proxy Statement | 2

Board of Directors Snapshot

Experience/Skills/Qualifications


Senior Leadership
Corporate Governance
Risk Management
Financial
Global Business & Operations
Innovation & Technology
Sales & Marketing
Environmental & Climate
People & Culture
Privacy & Security
Public Policy & Government


7/7
7/7
7/7
7/7
7/7
5/7
7/7
2/7
5/7
3/7
3/7

Enphase Energy, Inc. | 2023 Proxy Statement | 3

Stockholder Outreach

In 2022, we began to proactively engage with our stockholders. We believe that strong corporate governance should include year-round engagement with our stockholders, and we intend to follow a similar cycle in 2023 and going forward.

Through our outreach program we hope to solicit feedback on our corporate governance, executive compensation program, disclosure practices, and environmental and social impact programs and goals. Investor feedback is shared with the appropriate committee(s) and the Board as described below.

•Publish Annual Report and proxy statement

•Publish Environmental, Social and Corporate Governance (“ESG”) Report

•Continue active outreach with our top investors to understand their top priorities

•Conduct annual meeting of stockholders

•Review voting results from our most recent annual meeting of stockholders

•Share investor feedback and voting results with our committee(s) and the Board

•Evaluate proxy season trends, corporate governance best practices, regulatory developments and our current practices

•Begin active outreach with top investors to understand their priorities, including the results of our most recent annual meeting of stockholders

•Share investor feedback with or committee(s) and the Board

2022 Outreach



			Engagement As part of our initial stockholder outreach in 2022 and early 2023, we contacted our top 33 stockholders, representing more than 53% of our outstanding shares of common stock. We ultimately spoke with 11 stockholders representing approximately 31% of our outstanding shares of common stock, including at least 5 institutions that voted “AGAINST” our Say-on-Pay proposal last year. A key component of the 2022/23 outreach was in response to our failed Say on Pay vote in 2022 and we wanted to receive feedback from our top investors on how they voted their shares and why. In response to this feedback, we have added a three-year total shareholder return (“TSR”) award to the mix of long-term incentives received by our named executive officers (“NEOs”). In addition, we have also enhanced our disclosure around the design and achievement of the 2022 annual incentive awards in our Compensation Discussion and Analysis (“CD&A”). For additional information about the feedback we heard from stockholders and the actions we took in response, please see the Stockholder Engagement section in the CD&A beginning on page 27 of this proxy statement. In 2022, we also appointed an independent Chair of the Board and adopted Stock Ownership Guidelines that apply to all our directors, the Chief Executive Officer (“CEO”) and all other Section 16 officers.

Enphase Energy, Inc. | 2023 Proxy Statement | 4



			Participants A Board member (when requested), together with the Vice President, General Counsel and Corporate Secretary, our head of investor relations, and other members of the corporate legal team, participated in our outreach efforts in the Fall and Winter of 2022/23. All feedback received was shared and discussed with the Compensation Committee of the Board (the “Compensation Committee”), the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) and the full Board. Additionally, our CEO, Chief Financial Officer (“CFO”) and head of investor relations engage in meaningful dialogue with our stockholders through our quarterly earnings calls and investor-related outreach events. Topics Key areas of discussion included: •Corporate governance •Executive compensation •Inclusion and diversity •Sustainability matters •Supply chain •Financial performance •Long-term growth strategy

Enphase Energy, Inc. | 2023 Proxy Statement | 5

Fiscal 2022 Compensation Highlights

Our executive compensation program is designed to motivate and reward outstanding performance and retain strong leadership.


						We pay for performance and manage for the long term
Effective Design						•Competitive compensation commensurate with our size, performance and profitability •Clear guiding principles and sound compensation policies and practices •Aligned with creating long-term stockholder value


Pay for Performance						•Majority of our NEOs’ compensation is performance based •Short-term cash incentive is tied to rigorous annual and quarterly goals based on a balanced scorecard related to revenue, operating income, product innovation, operations and others as described in the CD&A


2022 Summary Outstanding Results The 2022 compensation earned by our NEOs reflects our record net revenues and operating income results. In addition, we continued to expand our global footprint with record sales in Europe. Outstanding Leadership Mr. Kothandaraman completed his fifth year as our CEO. Since Mr. Kothandaraman has led Enphase, our stock price has increased more than 24,000%, an impressive turnaround, as compared to a 56% increase for the S&P 500 Index over the same period. The structure of his 2022 equity awards is a mix of performance-based and time-based awards, while the amount awarded recognizes his outstanding leadership and is commensurate with the size, performance and profitability we have achieved during his tenure.

For a detailed discussion of our executive compensation program, and the 2022 compensation of our NEOs and more recent changes to our 2023 executive compensation program, see the section entitled “Compensation Discussion and Analysis” beginning on page 27.

Enphase Energy, Inc. | 2023 Proxy Statement | 6

Fiscal 2023 Compensation Changes

As highlighted above, we have conducted extensive stockholder outreach after the 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). The Compensation Committee has and will continue to annually evaluate the appropriateness of our incentive program metrics, taking into consideration our overall strategy and ongoing stockholder feedback. Accordingly, we have made the following changes to our executive compensation program for the year ending December 31, 2023:

•Added a three-year TSR award for NEOs that comprises 34% of the long-term incentive to replace the performance-based restricted stock unit (“PSU”) awards based on individual goals that were eligible to vest after one year

•Tied 67% of overall value of stock awards to the achievement of performance metrics

•Added an ESG goal to the CEO goals that requires us to install solar systems on Enphase leased buildings to reduce our overall carbon footprint

•Extended the vesting of time-based restricted stock units (“RSUs”) from two to three years

•Engaged Compensia to help with the overall design of our executive compensation program

•Improved our CD&A disclosure in this year’s proxy statement to better explain our annual and quarterly SMART goals and overall compensation program

Strong Governance Standards and Best Practices

The Compensation Committee of the Board is fully engaged to respond to the dynamic business environment in which we operate. As discussed in the CD&A section of this proxy statement, the Compensation Committee acts to:

•Adapt our compensation program to match the needs of our business

•Attract and retain top talent in a dynamic and challenging business environment

•Foster long-term stockholder value creation and pay-for-performance alignment by creating meaningful equity incentives linked to rigorous financial, strategic and operational objectives

•Mitigate compensation-related risk to the organization

•Conduct an annual say-on-pay advisory vote and continue to regularly engage with stockholders on executive compensation

Effective Program Design

As further discussed in the CD&A section of this proxy statement, the Compensation Committee has established the following guiding principles, policies and practices when structuring the compensation paid to our NEOs:

•Competitive total rewards package benchmarked against comparable peers

•Vast majority of executive pay based on performance, primarily in the form of stock-based compensation

•Starting in 2023, added a three-year TSR metric to the long-term incentive program

•Promote retention through multi-year vesting of stock awards

•Stock ownership guidelines, including rigorous share ownership requirements (New in 2022)

•Appointed an independent Chair of the Board (New in 2022)

•Clawback policy that covers cash and equity and is beyond what is required by the Sarbanes-Oxley Act of 2002

•No fixed term or evergreen employment agreements

•Incorporation of ESG goals into our short-term and long-term incentive plans

•Double-trigger equity acceleration upon a change-in-control

•No hedging, short sales or derivative transactions for NEOs

•No tax gross-ups upon a change-in-control or on perquisites or benefits

•No excessive executive perquisites

•No executive pension plans or supplemental executive retirement plans

Enphase Energy, Inc. | 2023 Proxy Statement | 7

Voting Roadmap and Vote Recommendations

This section highlights selected information about the items to be voted on at the Annual Meeting. It does not contain all information that you should consider in deciding how to vote. You should read the entirety of this proxy statement carefully before voting.

Proposal 1

See page 9

Elect three Class II Director Nominees

The Board recommends a vote FOR each nominee

Name

Independent

Director Since

Committees

Jamie Haenggi

2020

Nom Gov

Benjamin Kortlang

2010

Audit / Nom Gov (Chair)

Richard Mora

2014

Audit / Comp

Proposal 2

See page 63

Say-on-Pay: Advisory vote on named executive officer compensation

The Board recommends a vote FOR Proposal 2

•We employ core compensation principles and practices to promote pay for performance and alignment of executive and stockholder interests

•Our overall 2022 executive compensation was reasonable and appropriate in light of our business and financial performance

•Redesigned 2023 compensation based on investor feedback

Proposal 3

See page 64

Ratify Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2023

The Board recommends a vote FOR Proposal 3

•Independent firm with reasonable fees and significant financial reporting expertise

•Deloitte & Touche LLP (“Deloitte”) has been our auditors since 2010

•Audit Committee of the Board (the “Audit Committee”) annually evaluates Deloitte and has determined that its appointment continues to be in the best interests of our stockholders

Enphase Energy, Inc. | 2023 Proxy Statement | 8

Proposal 1

Election of Directors

Overview

We are asking our stockholders to elect three Class II nominees to serve on the Board for a three-year term and until their successors are duly elected and qualified. The current Class II nominees up for election our Jamie Haenggi, Benjamin Kortlang and Richard Mora. The Board currently has seven members and is divided into three classes. Class II currently has three members and Classes I and III currently have two members each. We believe a classified board provides stability and continuity, permitting directors to develop and share institutional knowledge and focus on the long term.

Currently, each class has a three-year term. Vacancies on the Board may be filled only by persons appointed by a majority of the remaining directors. A director appointed by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is elected and qualified.

Directors are elected by a plurality of the votes of the holders of shares present in person or virtually or represented by proxy and entitled to vote at the Annual Meeting on the election of directors. The three nominees receiving the highest number of votes “FOR” will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominees named below. If any or all of the nominees become unavailable for election as a result of an unexpected occurrence, shares represented by executed proxies that would have been voted for each such nominee instead will be voted for such substitute nominee as our Nominating and Corporate Governance Committee may propose. Each of the nominees is a director of Enphase and has been previously elected by the stockholders. The persons nominated for election have agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.

It is the policy of the Board, as set forth in our Corporate Governance Guidelines, that any nominee for director in an uncontested election who does not receive a majority of the votes cast (i.e., receives a greater number of votes “withheld” from his or her election than votes “for” in such election) shall submit his or her offer of resignation for consideration by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee shall consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to such offer of resignation. The Board will then act on the Nominating and Corporate Governance Committee’s recommendation. Promptly following the Board’s decision, we will disclose that decision and an explanation of such decision in a filing with the Securities and Exchange Commission (the “SEC”) and a press release.

It is our policy to encourage directors and nominees for director to attend the Annual Meeting. Badri Kothandaraman, our President and CEO, and all members of the Board attended the 2022 Annual Meeting.

Vote Required

The three nominees receiving the most “FOR” votes from the holders of shares present in person or virtually or represented by proxy and entitled to vote on the election of directors will be elected. Only votes “FOR” will affect the outcome. Proxies may not be voted for a greater number of persons than the number of nominees named. Our Corporate Governance Guidelines require that any nominee in an uncontested election who does not receive a majority of the votes cast shall submit an offer of resignation to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee shall consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to such offer of resignation as further described in the preceding section.

The Board of Directors recommends that stockholders vote FOR each of the nominees.

Enphase Energy, Inc. | 2023 Proxy Statement | 9

Class II Nominees for Election with Terms Expiring at the 2026 Annual Meeting


						Key Skills and Qualifications Ms. Haenggi’s extensive experience in consumer and commercial sales, marketing and customer experience brings a valuable perspective to the Board. Career Highlights Ms. Haenggi, 53, has served as the President of ADT Solar, a division of ADT Security Services, a smart-home security provider, since December 2022. She previously served as the Executive Vice President, Chief Operating Officer (“COO”) at ADT Solar, overseeing sales, marketing contract center, field and business operations, HR, IT and administration. Prior to that, Ms. Haenggi was the Executive Vice President, Chief Customer Officer at ADT Security Services from July 2018 to March 2022. She joined ADT in 2016 as Senior Vice President, Chief Sales and Marketing Officer and had previously been with the company from 1998 to 2006 with progressive senior leadership roles in commercial sales and marketing, and domestic and international sales and marketing. From 2010 to 2016, Ms. Haenggi was the Chief Customer Experience Officer at Protection 1, Inc., a home security systems company Previously, she was at Vonage, Inc. from 2006 to 2010 as the Chief Marketing Officer and Vice President of Customer Experience. Earlier in her career, Ms. Haenggi held various sales and marketing roles at Holmes Protection Group and National Guardian Corporation. Ms. Haenggi earned a bachelor of arts degree in international relations and Japanese from the University of Minnesota. Current Public Company Boards None
Jamie Haenggi


Director since August 2020 Nominating and Corporate Governance Committee


						Key Skills and Qualifications Mr. Kortlang’s work as a venture capitalist with a focus on growth-stage investing in alternative energy technologies provides a valuable industry perspective to the Board. Additionally, Mr. Kortlang’s investing and business experience also provides the Board with a valuable perspective on acquisitions and building alternative energy businesses. Career Highlights Mr. Kortlang, 47, has been a Partner with G2VP, LLC, a venture capital firm since August 2016. From February 2008 to April 2020, Mr. Kortlang was a Partner with Kleiner Perkins Caufield & Byers, a venture capital firm. From July 2000 to January 2008, Mr. Kortlang worked with Goldman, Sachs & Co., co-heading Goldman’s Alternative Energy Investing business. From June 2005 to February 2008, Mr. Kortlang was a Vice President within Goldman’s Special Situations Group, before which he was a Vice President in Goldman’s investment banking group focusing on Industrials and Natural Resources. From January 1996 to August 1998, Mr. Kortlang was an Associate with A.T. Kearney, Inc., a global management consulting firm where he focused on strategic and operations consulting in the energy, manufacturing, packaging, transportation and communications industries. From February 1993 to July 1994, Mr. Kortlang was a Business Analyst at National Australia Bank in strategic planning and macroeconomic forecasting. Mr. Kortlang served on the Board of Directors of Luminar Technologies, Inc. from 2019 until 2021. Mr. Kortlang holds a bachelor of business degree in economics and finance from Royal Melbourne Institute of Technology, a bachelor of commerce and an honors degree in econometrics from University of Melbourne and a master of business administration degree from the University of Michigan. Current Public Company Boards None
Benjamin Kortlang


Director since May 2010 Audit Committee Nominating and Corporate Governance Committee (Chair)

Enphase Energy, Inc. | 2023 Proxy Statement | 10


						Key Skills and Qualifications Mr. Mora’s expertise in process and productivity improvements at the corporate, regional and country level provides a valuable perspective to the Board, as well as his years of experience with respect to emerging companies, risk management, team building and international operations. Career Highlights Mr. Mora, 58, served as the CEO of Landis+Gyr, an energy management company, from April 2017 through April 2020. Prior to that, Mr. Mora served as the COO of Landis+Gyr, from January 2014 to April 2017. Mr. Mora served as the President and CEO of Landis+Gyr Americas where he had responsibilities for operations in both North and South America, from August 2011 to January 2014. He served as the President and CEO of Landis+Gyr North America, from August 2008 to August 2011. Mr. Mora holds a bachelor of arts degree in economics from Stanford University. Current Public Company Boards None
Richard Mora


Director since February 2014 Audit Committee Compensation Committee

Class III Directors Continuing in Office Until the 2024 Annual Meeting

SEC Form DEF 14A filed by Enphase Energy Inc.