0001772695false00017726952025-03-052025-03-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________________________

FORM 8-K
_______________________________________________________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): March 5, 2025

_______________________________________________________________________________
Sunnova Energy International Inc.
(Exact name of registrant as specified in its charter)
_______________________________________________________________________________
Delaware
001-38995
30-1192746
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification Number)

20 East Greenway Plaza, Suite 540
Houston, Texas 77046
(Address, including zip code, of principal executive offices)

(281) 892-1588
(Registrant's telephone number, including area code)
_______________________________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $0.0001 par value per shareNOVANew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 9, 2025, the Board of Directors (the “Board”) of Sunnova Energy International. Inc. (the “Company”) appointed Mr. Paul Mathews to serve as the Company’s President and Chief Executive Officer. William J. Berger stepped down as Chairman, President and Chief Executive Officer of the Company, and resigned as a Class I director of the Board. Additionally, the Board has appointed Mr. C. Park Shaper to serve as Chairman and Mr. Mathews to serve as a Class I director. A press release announcing the departure of William J. Berger and election of Paul Mathews as President and Chief Executive Officer and Director of Sunnova Energy International Inc. is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Mr. Mathews, age 43, has served as Sunnova’s Executive Vice President, Chief Operating Officer since February 2024, prior to which he served as Executive Vice President, Service – Americas and Supply Chain from February 2023 since he joined Sunnova in January 2023. Mr. Mathews previously served in multiple leadership positions at United Parcel Service, Inc. from 2005 to 2022, including as President of Engineering from 2020 to 2022, Americas Region Vice President of Engineering from 2019 to 2020, and as Asia Pacific Director of Engineering from 2015 to 2019. Mr. Mathews brings almost two decades of operational and logistics engineering and service experience to Sunnova. Mr. Mathews received his Master of Business Administration from the University of North Carolina Kenan-Flagler Business School and graduated with a Bachelor of Arts degree from the University of Pittsburgh.

The Company intends to file a Form 8-K in the event of a determination of any material compensation changes in connection with Mr. Mathews’ appointment as President and Chief Executive Officer of the Company.

In connection with Mr. Berger’s departure, the Company and Mr. Berger have entered into a separation and release agreement (the “Separation Agreement”) and an advisor agreement (the “Advisor Agreement”). Under the terms of the Separation Agreement, Mr. Berger will be eligible to receive (i) 1.0 times his current annual base salary, payable in installments over the six-month period beginning no later than the first regular payroll date that occurs at least five business days following the effective date of the Separation Agreement, (ii) his target annual bonus for the 2025 fiscal year, payable in a lump sum within ten business days following the effective date of the Separation Agreement, (iii) reimbursement for the cost of continued medical coverage under COBRA for twelve months, and (iv) certain transition assistance and solar equipment expense arrangements.

Additionally, the Separation Agreement provides that the vesting of that certain time-based restricted stock unit award granted to Mr. Berger on July 29, 2019, will accelerate as to 238,098 restricted stock units, which is the number of restricted stock units that would have vested under the applicable award had Mr. Berger remained employed by the Company through July 29, 2026. The Separation Agreement also provides that the exercise period in which Mr. Berger may exercise options to purchase shares of the Company’s common stock that are outstanding and vested on the date hereof (each, an “Eligible Vested Option”) is extended to two years from the date of his departure (but in no event later than the original maximum term of the applicable Eligible Vested Option).

Under the terms of the Advisor Agreement, Mr. Berger will be eligible to receive $135,416.67 for each full calendar month of service for providing advisory services to Mr. Mathews as incoming President and Chief Executive Officer for up to a ten-month period. The Advisor Agreement is terminable by either party with 30 days’ written notice or immediately by the Company for cause. Mr. Berger has also agreed to enter into a supplemental release following the advisory period in exchange for a payment equal to two months of payments under the Advisor Agreement. In the event the Company terminates the Advisor Agreement other than for cause prior to the ten-month expiration of the Advisor Agreement, the supplemental release will also include an amount equal to half of the payments Mr. Berger would have received for the remainder of the ten-month period.

The payments and benefits described above are contingent upon Mr. Berger’s waiver and release of claims and compliance with non-competition and non-solicitation obligations for a ten-month period beginning on his date of departure. The foregoing description is qualified in its entirety by the full text of the Separation Agreement and the Advisor Agreement, which will be filed with the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2025.

Additionally, on March 5, 2025, Corbin J. Robertson, III notified the Company of his resignation as a Class I director of the Board and member of the Compensation and Human Capital and Nominating, Corporate Governance and Sustainability Committees, effective on the date of notice. Mr. Robertson’s resignation was for personal reasons and not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following materials are filed as exhibits to this Current Report on Form 8-K.



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SUNNOVA ENERGY INTERNATIONAL INC.
Date: March 10, 2025By:
/s/ David Searle
David Searle
Executive Vice President, General Counsel and Chief Compliance Officer


Exhibit 99.1
image_03.jpg        
Sunnova Energy International, Inc.
20 Greenway Plaza, Suite 540
Houston, Texas 77046
sunnova.com


Sunnova Names Paul Mathews as President and Chief Executive Officer

Company Accelerates Repositioning to Drive Profitable Growth and Improve Cash Generation
William J. (John) Berger Steps Down

HOUSTON – March 10, 2025 – Sunnova Energy International Inc. (“Sunnova” or the “Company”) (NYSE: NOVA), an industry-leading adaptive energy services company, today announced that Paul Mathews, formerly Chief Operating Officer, has been appointed President and Chief Executive Officer, effective immediately. Mr. Mathews succeeds William J. (John) Berger, who is stepping down as Chairman, President and CEO. Mr. Berger will remain as an advisor for a period of time to assist with the transition.
Mr. Mathews will focus on disciplined growth, stronger cash generation, cost efficiency, and enhancing the customer experience. These priorities align with the Company’s recently announced actions, including a $70 million cost reduction initiative, operational simplification to better serve its core high-margin customers, recent closing of a $185 million loan facility arranged by JPMorgan to enhance the Company’s liquidity, and developing plans to address Sunnova’s upcoming debt maturities. Additionally, Mr. Mathews will explore further opportunities to drive near-term stability and long-term success.

“Paul is an experienced operator, a disciplined cost manager, and a proven leader with a deep understanding of the customer experience,” said Sunnova Director Anne Slaughter Andrew. “At a time when the Company is executing a strategic repositioning for positive cash generation, we’ve asked Paul to be a change agent and deliver on the core needs of the business while creating value for our stakeholders. He brings an operational rigor and strategic mindset necessary to lead the Company for long-term success. We are confident he will succeed.”

"I am honored to step into this role and excited by the opportunities ahead of us,” said Mr. Mathews. “I have witnessed firsthand the dedication of our colleagues, loyalty of our dealers and partners, and trust of our customers. While we recognize the near-term challenges we face, I am committed to pursuing stability, driving a hard pivot to profitable growth, and strengthening the Company’s foundation for the future. I want to thank John for his vision, for building the Sunnova platform, and for establishing such a strong team. I am deeply grateful for the confidence he and the Board have placed in me to lead Sunnova into our next chapter."

Since joining Sunnova in January 2023, Mr. Mathews has driven major improvements in the Company’s operations and service capabilities, strengthening the foundation of the business, reducing costs, streamlining efficiencies and enhancing its ability to serve customers. Under his leadership, Sunnova has significantly improved its customer service capabilities, resulting in a 44% reduction in service backlog, a 68% decrease in the average age of closed service work, and a 61% year-over-year reduction in escalated customer complaints.
1

Exhibit 99.1
image_03.jpg        
Sunnova Energy International, Inc.
20 Greenway Plaza, Suite 540
Houston, Texas 77046
sunnova.com



Prior to Sunnova, Mr. Mathews spent nearly two decades serving in a variety of leadership roles of increasing responsibility at UPS, including President of U.S. Industrial Engineering and President of Engineering – Strategy and Planning. In these roles, Mr. Mathews led mid-term and long-term strategic planning for the UPS industrial engineering and global engineering transformation, including planning and executing global engineering and operations strategies to reduce expenses and improve operational efficiencies.

Mr. Mathews joins the Sunnova Board of Directors, and C. Park Shaper has been named as Chair of the Board.

William J. (John) Berger Succession

Mr. Mathews takes over from Sunnova’s founder and former President, CEO, and Chairman William J. (John) Berger. Mr. Berger founded the Company more than 12 years ago and built it into one of the leading residential solar and storage companies in the United States.

Mr. Berger has been an innovative pioneer in the solar and energy markets. He led the Company from its inception, through a successful initial public offering and to present where Sunnova serves nearly 450,000 customers and manages approximately three gigawatts of power generation. Berger created many “firsts” in the industry, including making service a core element and the industry’s first 25-year guarantee; creating Sunnova’s Global Command Center; launching its Adaptive Technology Center; and building strategic partnerships with Home Depot and Lennar Home Builders.

“John’s accomplishments cannot be understated. His personal and professional contributions to the industry, the greater Houston community, and so many who have worked with and for Sunnova are invaluable,” said Mr. Shaper. “He has led with integrity and a determination that few have, and selecting Paul as his successor is yet another demonstration of his selfless leadership.”

"Paul is the right leader to guide Sunnova into the future," Berger said. "He has proven himself as a trusted and capable leader, building a strong culture and driving significant improvements in our service and operations. His immediate impact upon joining the Company earned him a promotion to COO last year, and I believe now is the right time to pass the reins to Paul. I have full confidence in his ability to succeed."

“It has been an incredible journey, and I want to extend my heartfelt thanks to the Sunnova team and all who have embraced our vision of Powering Energy Independence. This mission is the foundation of Sunnova, and I know it will remain its guiding force," Berger added. "And to our customers and dealers, thank you for putting your trust in us. I will always take pride in what we’ve built together, and I remain a loyal and satisfied Sunnova customer."
About Sunnova
Sunnova Energy International Inc. (NYSE: NOVA) is an industry-leading adaptive energy services company focused on making clean energy more accessible, reliable, and affordable for homeowners and businesses. Through its adaptive energy platform, Sunnova provides a better
2

Exhibit 99.1
image_03.jpg        
Sunnova Energy International, Inc.
20 Greenway Plaza, Suite 540
Houston, Texas 77046
sunnova.com
energy service at a better price to deliver its mission of powering energy independenceTM. For more information, visit http://www.sunnova.com.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events or Sunnova’s future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates," "going to," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these words or other similar terms or expressions that concern Sunnova’s expectations, strategy, priorities, plans or intentions. Forward-looking statements in this release include, but are not limited to, statements regarding our level of growth, customer value propositions, future financing and ability to raise capital therefrom, and our plans to address upcoming debt maturities. Sunnova’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including the substantial doubt about our ability to continue as a going concern and risks regarding our ability to forecast our business due to fluctuations in the solar and home-building markets, availability of capital, supply chain uncertainties, results of operations and financial position, our competition, changes in regulations applicable to our business, and our ability to attract and retain dealers and customers and manage our dealer and strategic partner relationships. The forward-looking statements contained in this release are also subject to other risks and uncertainties, including those more fully described in Sunnova’s filings with the Securities and Exchange Commission, including Sunnova’s annual report on Form 10-K for the year ended December 31, 2024, and subsequent quarterly reports on Form 10-Q. The forward-looking statements in this release are based on information available to Sunnova as of the date hereof, and Sunnova disclaims any obligation to update any forward-looking statements, except as required by law.
Sunnova media contact:
Russell Wilkerson
203-581-2114
Russell.wilkerson@sunnova.com
Sunnova investor contact:
Rodney McMahan
877-770-5211
IR@sunnova.com
3

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Cover Page Document
Mar. 05, 2025
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Document Type 8-K
Document Period End Date Mar. 05, 2025
Entity Registrant Name Sunnova Energy International Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38995
Entity Tax Identification Number 30-1192746
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Entity Address, City or Town Houston
Entity Address, State or Province TX
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