The executive team leading the new SunPower has devised a plan to attract and incentivize employees to encourage growth “Silicon Valley style,” but to make it work, the company needs a concession, or rather 21.6 million of them, from its largest shareholders.

SunPower (SPWR) is hosting its annual virtual meeting of stockholders on May 29, 2025. The residential solar company, which just posted its first profitable quarter in four years, is seeking approval for three proposals. The first two, re-electing the board and re-appointing auditors, are expected to be handled without hiccups. The third, “critical” proposal is to approve an amendment to SunPower’s 2023 Equity Incentive Plan to reserve an additional 21.6 million shares of common stock for issuance to new employees under the plan.

“That’s a big number,” admits chief executive officer T.J. Rodgers.

21.6 million shares of SunPower’s common stock would represent about 27% of the total outstanding 80.2 million share count reported in the company’s recent audited 10K report.

In a letter penned by Rodgers and sent to SunPower’s stakeholders Monday, SunPower’s CEO makes the case for diluting each investor’s shares.

“This vote is critical to our company because we have hired and offered board-approved sign-on options to 841 old-SunPower employees that have not yet been formally granted (because any change in the Equity Plan itself requires not just board approval, but also shareholder approval). Our SunPower asset acquisition raised the headcount of tiny Complete Solar (CSLR), very quickly from just 65 employees to 906 in a minnow-swallows-whale reverse acquisition, triggering the Equity Plan update,” Rodgers explained. “That transaction greatly benefited shareholders by driving old-CSLR quarterly revenue from 1) just $4.5 million in Q2’24, to 2) $81.1 million in Q4’24 purchase, and to 3) $80.2 million in Q1’25 with SunPower’s first profit in four-plus years.”

“The deal to shareholders is compelling,” SunPower’s CEO goes on. “If you give us 1.27x more stock[,] we will give you 17x revenue growth and turn profitable.”

The 21.6 million share request not only covers the employment offers for old-SunPower employees, but also includes shares for SunPower’s sales force, shares for directors (who agreed to be paid in stock for 2024 and 2025), shares for hiring future employees, and a block of shares to issue new-hire equity awards in connection with “a potential acquisition” to grow SunPower inorganically.

The “new-hire stock” for the SunPower employees is not a one-time grant, according to Rodgers.

“It is in the form of restricted stock units (RSUs) that will vest over five years to ensure continuity and commitment from each of our employees, Silicon Valley style. I believe in the Silicon Valley model that makes all employees shareholders and incentivizes them to drive shareholder returns, and I am thus seeking your support for that principle,” he implored in the letter.

Will SunPower’s investors sign off on the plan, and if so, will it help? We’ll get the first answer by the end of the month.

This is no time for complacency in the residential solar space. Steep tariffs and backpedaling renewable energy policy threaten already thin profit margins, and domestic production of solar components is still fairly limited. Residential solar and storage prices have both reached new all-time lows, according to the recently released 20th EnergySage Intel: Solar & Storage Marketplace Report. Among its chief observations: solar prices dropped for a third consecutive six-month period, down to $2.50 per watt, the lowest median price since EnergySage started tracking data in 2014.