Enphase Energy (ENPH) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 13, 2026, to elect three directors, approve executive compensation, amend the 2021 Equity Incentive Plan, and ratify Deloitte as auditor.

• 2025 net revenues were $1.5 billion, with a GAAP gross margin of 46.6% and net income of $172.1 million.

• Over 86 million microinverters shipped and 5.1 million systems installed globally.

• Strong balance sheet maintained, with $1.3 billion in net working capital at year-end.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class II directors for terms until 2029.

• Proposal 2: Advisory vote to approve executive compensation.

• Proposal 3: Amend and restate the 2021 Equity Incentive Plan to add 2,000,000 shares.

• Proposal 4: Ratify Deloitte & Touche LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven members, with a classified structure for continuity.

• 86% of directors are independent; average tenure is 10.4 years.

• Board diversity is 43%; ongoing refreshment efforts include seeking expertise in AI/data centers.

• Independent Chair leads the Board, separate from the CEO role.

• Annual self-assessment and regular stockholder engagement are conducted.