SUNPOWER CORP appointed new CEO

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


Departure of Peter Faricy as Chief Executive Officer, Principal Executive Officer and Director


On February 26, 2024, the Board of Directors (the "Board") of SunPower Corporation (the "Company") accepted the resignation of Peter Faricy, the Company's Chief Executive Officer and principal executive officer, effective as of February 26, 2024. In connection with resignation from his employment, Mr. Faricy also resigned from his position as a member of the Board. The resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. 


The Company determined that Mr. Faricy's resignation from employment was a resignation for "good reason" pursuant to the Employment Agreement, dated as of March 20, 2021 (the "Employment Agreement"), by and between the Company and Mr. Faricy. Accordingly, Mr. Faricy will receive the severance benefits set forth in the Employment Agreement as further set forth in his Separation Agreement and Release, dated as of February 26, 2024 (the "Separation Agreement"), by and between the Company and Mr. Faricy, subject to his satisfaction of the release conditions therein. The description of the Separation Agreement is qualified in its entirety by the terms of the Separation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.


Appointment of Thomas H. Werner as Principal Executive Officer


On February 26, 2024, the Board appointed Thomas H. Werner, the Company's Executive Chairman, to serve as the Company's principal executive officer. 


The information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K regarding Mr. Werner is set forth in the Company's Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on February 20, 2024 under "Item 5.02-Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers" and is incorporated herein by reference. Mr. Werner has not entered into any other material plan, contract, arrangement, or amendment in connection with his appointment as the Company's principal executive officer.


Departure of Nathalie Portes-Laville as Director


On February 26, 2024, Nathalie Portes-Laville notified the Company of her intent to resign as a member of the Board, effective immediately. Ms. Portes-Laville has served as a designee of Sol Holding, LLC, a Delaware limited liability company ("Sol Holding"), pursuant to the Amended and Restated Affiliation Agreement (as amended, the "Affiliation Agreement"), dated February 14, 2024, by and between the Company and Sol Holding. Ms. Portes-Laville's resignation is not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.