Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of New Directors On February 19, 2024, pursuant to the bylaws of SunPower Corporation (the “Company”) and the Amended and Restated Affiliation Agreement, dated as of February 14, 2024 (the “Affiliation Agreement”), by and between the Company and Sol Holding, LLC, a Delaware limited liability company (“Sol Holding”), the Company’s Board of Directors (the “Board”) voted to increase the size of the Board from 9 to 11 members, and to appoint Thomas H. Werner and Emmanuel Barrois (collectively, the “New Directors”) to serve as members of the Board, subject to and effective upon their satisfaction of the Company’s director nomination and onboarding procedures. The New Directors do not have any family relationships with any director or executive officer of the Company, and there are no arrangements or understandings with any persons pursuant to which Mr. Werner has been appointed to his position. Mr. Barrois has been appointed to his position pursuant to the terms of the Affiliation Agreement. In addition, there have been no transactions directly or indirectly involving the New Directors that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Appointment of Thomas H. Werner as Executive Chairman On February 19, 2024, the Board appointed Thomas H. Werner to the Board to serve as Executive Chairman. In connection with his appointment, Mr. Werner entered into an offer letter with the Company effective as of February 19, 2024 (the “Werner Offer Letter”). Mr. Werner, 64, previously served as the Company’s chief executive officer from June 2010 to April 2021, as a member of the Board from June 2003 and as chairman of the Board from May 2011 to November 2021. From 2001 to 2003, before joining the Company, he held the position of chief executive officer of Silicon Light Machines, Inc., an optical solutions subsidiary of Cypress Semiconductor Corporation. From 1998 to 2001, Mr. Werner served as vice president and general manager of the Business Connectivity Group of 3Com Corp., a network solutions company. He also held a number of executive management positions at Oak Industries, Inc. and General Electric Co. Mr. Werner currently serves as chair of the board of directors of Wolfspeed, Inc., a power semi-conductor manufacturer, and the Silicon Valley Leadership Group, a non-profit for businesses that operate in Silicon Valley. He is also on the board of trustees of Marquette University. Mr. Werner has been a member of the board of directors of Wolfspeed since March 2006 and served as a member of the board of directors of Silver Spring Networks, a provider of smart grid applications, from March 2009 to January 2018. Mr. Werner holds a bachelor’s degree in industrial engineering from the University of Wisconsin–Madison, a bachelor’s degree in electrical engineering from Marquette University, and a master’s degree in business administration from George Washington University. As Mr. Werner is an executive officer of the Company, he is not independent under the corporate governance requirements of Nasdaq. Mr. Werner will serve as a Class II director, with a term expiring at the Company’s annual meeting of stockholders to be held in 2025. Pursuant to the Werner Offer Letter, the Company will pay Mr. Werner an annualized base salary of $180,000. In addition, Mr. Werner will receive upon his start date one-time awards of (i) 250,000 performance-based restricted stock units (the “Sign-On PSUs”) under the SunPower Corporation 2015 Omnibus Incentive Plan (“OIP”) that will vest subject to his continued employment through January 2, 2025, and the Company’s achievement of certain other conditions described in the Werner Offer Letter and (ii) restricted stock units under the OIP with a grant date value of $300,000 that will be immediately vested as of the date of grant (the “Annual RSUs”). The Sign-On PSUs and Annual RSUs will be subject to, and governed by, the terms and conditions of the OIP, filed as