HA Sustainable Infrastructure Capital, Inc DEF 14A, filed Apr 13, 2026

HA Sustainable Infrastructure Capital, Inc. (HASI)

DEF 14A 2026-04-13 For: 2026-06-03

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Added on June 12, 2026

About this DEF 14A

HA Sustainable Infrastructure Capital, Inc filed this DEF 14A on April 13, 2026.

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¨			Preliminary Proxy Statement
¨			Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
☑			Definitive Proxy Statement
¨			Definitive Additional Materials
¨			Soliciting Material Pursuant to §240.14a-12


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¨			Fee paid previously with preliminary materials
¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11



How to Vote
ONLINE (During the Annual Meeting) Access www.virtualshareholdermeeting.com/HASI2026 (password: your 16 digit control number) and follow the on-screen instructions.

(Before the Annual Meeting) Go to www.proxyvote.com to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date.

MAIL Mark, sign and date your proxy card and return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.			TELEPHONE 1-800-690-6903. Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.


1						Elect the ten director nominees named in the accompanying proxy statement to serve on our board of directors

2						Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026

3						Provide non-binding advisory approval of our executive compensation

4						Such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof

The attached proxy statement describes these items. Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held June 3, 2026. Our notice of annual meeting, proxy statement and 2025 Annual Report on Form 10-K are available at: www.proxyvote.com and investors.HASI.com.


Proxy Summary			3
Meeting Agenda			3
Director Nominees			3
Director Nominee Highlights			4
Governance Highlights			4
Compensation Highlights			4

Proxy Statement for Annual Meeting of Stockholders to be Held on June 3 , 2026			5

Proposal No. 1 Election Of Directors			5
Information About the Director Nominees			6
Skills, Expertise , and Attributes			11
Identification of Director Candidates			12
Majority Vote Policy			12
Vacancies			13
Voting on Director Nominees			13

Board and Corporate Governance Structure			14
Corporate Governance Philosophy			14
Our Board of Directors			15
Sustainability and Impact Oversight			20
Corporate Governance Policies			22
Active Stockholder Outreach			23
Management Succession Planning			23
Communications with Our Board of Directors			23

Climate Leadership			24
TCFD Metrics and Targets			25
Science-Based Targets Initiative			26
Green Debt Leadership			27

O ur P eople			28
Engaging with Our Team			28
Health and Well-Being			30
Skills for the Future			30
Recruitment and Hiring			31
Fair and Competitive Compensation			31
Engagement			31

Direct or C ompensati on			32
Annual Compensation			32
Other Compensation			32
Stock Ownership Guidelines for Non-Employee Directors			32
Compensation Committee Review			33
Director Compensation Table for 202 5			33

Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm			34
Independent Registered Public Accounting Firm Fees			34
Required Vote			35
Report of the Audit Committee			35


Proposal No. 3 Stockholder Advisory (Non-Binding) Vote t o Approve Our Executive Compensation			36
Overview of 202 5 Performance and Our Pay for Performance Philosophy			37
Advisory Resolution			38
Required Vote			38

Information About Our Named Executive Officers			39

Information About Our Other Lead ership Personnel			40

E xecutive C ompensation			42

Compensation Discussion and Analysis			42
Executive Summary			42
Our Pay for Performance Alignment			44
Our Executive Compensation Program Best Practices			45
Stock Ownership Guidelines for Named Executive Officers			46
Process for Setting Executive Compensation			46
Executive Compensation Program Components			50
Tax Deductibility of Executive Compensation			55
Adjustment or Recovery of Awards			55
Relationship of Compensation Practices to Risk Management			56
Compensation Committee Report			56
202 5 Summary Compensation Table			57
Narrative to Summary Compensation Table			57
2022 Plan Summary			62
Grants of Plan-Based Awards for 2025			64
Outstanding Equity Awards at 2 025 Fiscal Year End			65
2025 Option Exercises and Securities Vested			66
Pension Benefits and Nonqualified Deferred Compensation			67
CEO Compensation Pay Ratio			68
2025 Pay V ersus Performance Table			68

Security Ownership of Certain Beneficial Owners an d Management			73

C ertain R elationships and Related Transactions			75
Indemnification Agreements for Officers and Directors			75
Related Transactions Policy			75

Meeting Information			75

Annual Report			76

Voting Securities and Record Date			77


Other Matters			78

Outstanding Shares			78

Submission of Stockholder Proposals			78

Delinquent Section 16(a) Reports			79

Miscellaneous			79


PROPOSAL	Board of Directors Recommendation		MORE INFORMATION
Elect the ten director nominees named in this proxy statement to serve on our board of directors until the Company’s 2026 annual meeting of stockholders and until their respective successors are duly elected and qualify		FOR all nominees listed below	Page 5
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026		FOR	Page 34
Approve, on a non-binding, advisory basis, the compensation of our named executive officers		FOR	Page 36


Name	Age	Independent	Principal Occupation	Committees	Other Public Boards	Director Since
Jeffrey W. Eckel Chair	67		Former Chief Executive Officer & President, HA Sustainable Infrastructure Capital, Inc.		0	Chair since 2013 and Executive Chair during the period of March 2023 to March 2025
Jeffrey A. Lipson Chief Executive Officer	58		Chief Executive Officer & President, HA Sustainable Infrastructure Capital, Inc.		0	2023
Teresa M. Brenner Lead Independent Director	62		Former Managing Director & Associate General Counsel, Bank of America Corporation	Compensation, NGCR (Chair)	0	Lead Independent Director since 2019; Director since 2016
Lizabeth A. Ardisana	74		Chief Executive Officer & Principal Owner, ASG Renaissance, LLC	Audit, Compensation	2	2022
Clarence D. Armbrister	68		Former President, Johnson C. Smith University	Finance and Risk, NGCR	0	2021
Nancy C. Floyd	71		Former Managing Director, Nth Power LLC	Audit, Finance and Risk	0	2021
Steven G. Osgood	69		Chief Executive Officer, Square Foot Companies, LLC	Audit (Chair), Compensation	1	2015
Kimberly A. Reed	55		Former Chairman of the Board of Directors, President, and Chief Executive Officer, Export-Import Bank of the United States	Finance and Risk, NGCR	2	2023
Laura A. Schulte	66		Former Executive Vice President and Head of Eastern Community Banking, Wells Fargo & Company	Audit, Compensation	0	2025
Barry E. Welch	68		Former Chief Executive Officer, Atlantic Power Corporation	Audit, Finance and Risk	0	2025



Separate Chair and CEO			The roles of chair and chief executive officer are separate to provide for a division of responsibilities and to maintain appropriate checks and balances
Sustainability and Impact Governance			Robust oversight structure covering our strategies, activities, and policies, including our Sustainability Investment Policy, environmental policies, and Human Rights and Human Capital Management Policies
Commitment to Board Independence			>80% of the members of our board of directors are independent



Pay for Performance Philosophy			Executive compensation encourages and rewards strong financial and operational performance
Implicit Link to Sustainability and Impact Performance			Executive compensation is implicitly linked to Sustainability and Impact (as defined below) performance due to our focus on investments in climate solutions, which drive growth in key compensation-linked financial metrics
CEO Pay Ratio			For 2025, the compensation for our chief executive officer was 36x the compensation of our median employee



			Our board of directors recommends a vote FOR the election of each of the director nominees.


JEFFREY W. ECKEL

Age 67 Chair – Board of Directors since April 2013						Mr. Eckel has served as chair since 2013 and served as executive chair from March 2023 to March 2025. Mr. Eckel previously served as chief executive officer, president and chair from 2013 through February 2023, and was with the predecessor of the Company as president and chief executive officer since 2000 and prior to that from 1985 to 1989 as a senior vice president. Mr. Eckel serves on the board of trustees of The Nature Conservancy of Maryland and DC. Mr. Eckel was appointed by the Governor of Maryland to the board of the Maryland Clean Energy Center in 2011, where he served until 2016, while also serving as its chairman from 2012 to 2014. Mr. Eckel has over 35 years of experience in financing, owning and operating infrastructure and energy assets. Mr. Eckel received a Bachelor of Arts degree from Miami University in 1980 and a Master of Public Administration degree from Syracuse University, Maxwell School of Citizenship and Public Affairs, in 1981. We believe Mr. Eckel’s extensive experience in managing companies operating in the energy sector and expertise in energy investments make him qualified to serve as chair of our board of directors.


JEFFREY A. LIPSON

Age 58 Director since 2023 Chief Executive Officer and President						Mr. Lipson has served as chief executive officer and president since March 2023. He served as executive vice president and our chief operating officer from 2021 to February 2023, and as our chief financial officer from 2019 to February 2023. Previously, Mr. Lipson was president and chief executive officer and director of Congressional Bancshares and its subsidiary Congressional Bank (now Forbright Bank). He also previously served in various roles for CapitalSource Inc., as well as Bank of America and its predecessor, FleetBoston Financial. Mr. Lipson received a Bachelor of Science degree in Economics from Pennsylvania State University in 1989 and a Master of Business Administration degree in Finance from New York University’s Leonard N. Stern School of Business in 1993. We believe Mr. Lipson’s significant prior experience as a chief executive officer and his extensive financial expertise make him qualified to serve as president and chief executive officer and as a member of our board of directors.


TERESA M. BRENNER

Age 62 Independent Director since 2016 Lead Independent Director since 2019 Committees: •NGCR Committee (Chair) •Compensation Committee						Ms. Brenner has served as one of our independent directors since April 2016 and has served as our Lead Independent Director since July 2019. Ms. Brenner retired from Bank of America Corporation in 2012, where she served in a variety of roles for approximately 20 years, including most recently as a managing director and associate general counsel. Ms. Brenner served on the board of directors of Residential Capital, LLC from March 2013 to December 2013 during its restructuring and through the confirmation of its bankruptcy proceeding. Ms. Brenner is a member of the National Association of Corporate Directors, the Society for Corporate Governance, and the American Corporate Counsel Association, and is a member in good standing of the North Carolina State Bar. Ms. Brenner has also held a variety of philanthropic and civic roles, including serving as president of Temple Israel and chairperson of Right Moves for Youth. Ms. Brenner received a Bachelor of Arts degree magna cum laude and with honors in history from Alma College in 1984 where she was inducted into Phi Beta Kappa and a Juris Doctorate cum laude from Wake Forest University School of Law in 1987 where she was a Carswell Scholar and an editor of its Law Review. We believe Ms. Brenner’s extensive experience in corporate governance and corporate strategy, law and compliance, and finance and capital markets gives her valuable insight and enables her to make significant contributions as a member of our board of directors.


Our Board of Directors	Our Charter, Bylaws and Policies	Our Stockholder Engagement
•We separated the roles of chair and chief executive officer. •We have a majority vote policy for the election of directors. •Our board of directors is not staggered. •Eight of our ten director nominees are independent. •We have a Lead Independent Director. •Three director nominees qualify as an “audit committee financial expert” as defined by the SEC. •We have established a target retirement age of 75 for our directors. •The NGCR Committee oversees and directs our environmental, social and governance (“Sustainability and Impact”) strategies, activities, policies, and communications.	•Our stockholders have the concurrent right to amend our Bylaws. •Our directors and NEOs (as defined herein) are required to maintain certain levels of stock ownership in the Company ranging between three and six times their base salary or retainer, depending on position. •Our Statement of Corporate Policy Regarding Securities Transactions prohibits our directors and officers from hedging our equity securities, holding such securities in a margin account or pledging such securities as collateral for a loan. •Our Clawback Policy provides for the possible recoupment of performance or incentive-based compensation in the event of an accounting restatement due to material noncompliance by us with any financial reporting requirements under the securities laws (other than due to a change in applicable accounting methods, rules or interpretations).	•We have an active stockholder outreach program, including annually providing our stockholders the opportunity to vote on an advisory basis on the compensation of NEOs. •In 2025, we hosted over 230 meetings with more than 200 existing and prospective investors.


LIZABETH A. ARDISANA

Age 74 Independent Director since 2022 Committees: •Audit Committee •Compensation Committee						Ms. Ardisana has served as one of our independent directors since October 2022. Ms. Ardisana is chief executive officer and the principal owner of ASG Renaissance LLC, which she founded in 1987. ASG Renaissance is a technical and communication services firm with more than three decades of experience providing services to a wide range of clients in the automotive, environmental, defense, construction, healthcare, banking and education sectors. She is also chief executive officer of Performance Driven Workforce LLC, a scheduling and staffing firm that was founded in 2015 and has since expanded into five states. Prior to founding ASG Renaissance LLC, Ms. Ardisana worked at Ford Motor Company for 14 years, holding various management positions in vehicle development, product planning and marketing. As a Hispanic and female business owner, Ms. Ardisana is an active business and civic leader in Michigan. She has served on the boards of LeddarTech Holdings Inc. since 2024 and publicly held Clean Energy Fuels Corp. (Nasdaq: CLNE), where she serves on the compensation committee and nominating and governance committee, since 2019, and previously served on the board of Huntington Bancshares Inc. (Nasdaq: HBAN) from 2016 to 2023. She also serves on the board of the privately-held U.S. Sugar Corporation. She was a member of the board of Citizens Republic Bancorp, Inc. from 2004 to 2013, and a member of the board of FirstMerit Corporation from 2013 to 2016. She has held numerous leadership positions in a variety of nonprofit organizations, including The Skillman Foundation, Charles Stewart Mott Foundation, Kettering University, Metropolitan Affairs Coalition, Focus: HOPE, and NextEnergy. Ms. Ardisana was appointed by the Governor of Michigan to the executive board of the Michigan Economic Development Corporation and chairs its finance committee. She is the vice chair of the board of Wayne Health, where she serves on the audit committee and compensation committee. Ms. Ardisana holds a Bachelor of Science degree in mathematics and computer science from the University of Texas, a Master of Science degree in mechanical engineering from the University of Michigan, and a Master of Business Administration degree from the University of Detroit. We believe Ms. Ardisana’s considerable experience and relationships in the automotive and environmental industries, as well as skills acquired through serving as a chief executive officer and as a member of multiple public and private company boards, give her valuable insights and enable her to make significant contributions as a member of our board of directors.


CLARENCE D. ARMBRISTER

Age 68 Independent Director since 2021 Committees: •Finance and Risk Committee •NGCR Committee						Mr. Armbrister has served as one of our independent directors since March 2021. Mr. Armbrister served as president of Johnson C. Smith University from January 2018 through June 2023. Previously, Mr. Armbrister served as president of Girard College from 2012 to 2017. Mr. Armbrister has served as chair of the audit committee and a member of the compensation committee of Health Partners Plans Inc. since 2016. From 2008 to 2011, Mr. Armbrister served as chief of staff to the former Mayor of Philadelphia, Michael A. Nutter. Mr. Armbrister also served as senior vice president for administration and subsequently executive vice president and chief operating officer of Temple University from 2003 to 2007. Prior to that Mr. Armbrister served as vice president and director in the Municipal Securities Group and in other positions at PaineWebber & Co. (subsequently UBS PaineWebber Incorporated) from 1999 to 2003 and also served as an adjunct faculty member of the Beasley School of Law at Temple University from 1997 to 1998. From 1996 to 1998, Mr. Armbrister served as managing director of the Philadelphia School District and prior to that, in 1994, he was appointed Philadelphia City treasurer. From 1982 to 1994, Mr. Armbrister was an associate and then partner at Saul, Ewing, Remick & Saul (currently known as Saul Ewing Arnstein & Lehr LLP). Mr. Armbrister also serves on the boards of various organizations, including the board of directors for Health Partners Plan and the board of trustees of Devereux Advanced Behavioral Health, of which he was elected chair in November 2023. Mr. Armbrister is also a former member of the board of directors of the Charlotte Regional Business Alliance, the board of directors of the National Adoption Center and the Community College of Philadelphia’s board of trustees. Mr. Armbrister received a Bachelor of Arts degree in Political Science and Economics from the University of Pennsylvania in 1979 and a Juris Doctor degree from the University of Michigan Law School in 1982. We believe Mr. Armbrister’s over 35 years of experience in education, law, government and finance gives him valuable insight and enables him to make significant contributions as a member of our board of directors.


NANCY C. FLOYD

Age 71 Independent Director since 2021 Committees: •Audit Committee •Finance and Risk Committee						Ms. Floyd has served as one of our independent directors since March 2021. Ms. Floyd served as managing director of Nth Power LLC, a venture capital firm she founded that specialized in clean energy technology, from 1993 to 2022. From 1989 to 1993, Ms. Floyd joined and started the technology practice for the utility consulting firm, Barakat and Chamberlain. From 1985 to 1988, Ms. Floyd was on the founding team and worked at PacTel Spectrum Services, a provider of network management services that was acquired by IBM. In 1982, Ms. Floyd founded and served as chief executive officer of NFC Energy Corporation, one of the first wind development companies in the United States, which she successfully sold. From 1977 to 1980, Ms. Floyd served as director of special projects of the Vermont Public Service Board (currently known as Vermont Public Utility Commission). Ms. Floyd has also served on the boards of 14 private, high growth, clean tech companies and was chair of the board for four of them. From 2020 to 2023, Ms. Floyd was a board member, chair of the audit committee and member of the compensation committee and nominating and corporate governance committee of Beam Global (Nasdaq: BEEM). She also served as a member of the board and chair of the audit committee of AltaGas Services and AltaGas Power Holdings (U.S.) Inc. (TSX: ALA) from 2018 to 2019, and board member of WGL Holdings, Inc. and Washington Gas (NYSE: WGL) from 2011 to 2018, where she served on the audit committee and governance committee. Additionally, Ms. Floyd served as fund advisor to Activate Capital from 2018 to 2021 and served on the investment committee for The Christensen Fund from 2017 to 2021. Ms. Floyd received a Bachelor of Arts degree in Government from Franklin & Marshall College in 1976 and a Master of Arts degree in Political Science from Rutgers University in 1977. We believe Ms. Floyd’s extensive experience in clean energy technology and utilities makes her qualified to serve as a member of our board of directors.


STEVEN G. OSGOOD

Age 69 Independent Director since 2015 Committees: •Audit Committee (Chair) •Compensation Committee						Mr. Osgood has served as one of our independent directors since January 2015. Mr. Osgood has served as the chief executive officer of Square Foot Companies, LLC, a Cleveland, Ohio-based private real estate company focused on self-storage and single-tenant properties, since 2008. Mr. Osgood is also a trustee for National Storage Affiliates Trust, a real estate investment trust (“REIT”) focused on the ownership of self-storage properties, since its public offering in April 2015. Mr. Osgood serves as chair of the finance committee for the company and on its audit committee. Prior to his current position, Mr. Osgood served as president and chief financial officer of U-Store-It Trust (now named CubeSmart), a self-storage REIT from the company’s initial public offering in 2004 to 2006. He also served as chief financial officer of several other REITs. Mr. Osgood is a former Certified Public Accountant. He graduated from Miami University with a Bachelor of Science degree in 1978 and graduated from the University of San Diego with a Master of Business Administration degree in 1987. We believe that Mr. Osgood’s experience as a chief executive officer and over 20 years of experience in corporate finance make him qualified to serve as a member of our board of directors.


KIMBERLY A. REED

Age 55 Independent Director since 2023 Committees: •Finance and Risk Committee •NGCR Committee						Ms. Reed has served as one of our independent directors since March 2023. Ms. Reed has served as an external director of Takeda Pharmaceutical Company Limited, where she serves on the audit and supervisory committee and compensation committee, since June 2022, and an independent director of Momentus Inc., where she serves on the audit committee and nominating and corporate governance committee, since August 2021. From May 2019 to January 2021—after being confirmed by the U.S. Senate on a strong bipartisan basis—Ms. Reed served as the first woman chairman of the board of directors, president and chief executive officer of the Export-Import Bank of the United States (EXIM), the nation’s official $135 billion export credit agency, where she worked to help U.S. companies, including those focused on energy and infrastructure, succeed in the competitive global marketplace. She previously served as president of the International Food Information Council Foundation where she focused on agriculture, nutrition, health, and sustainability issues; senior advisor to U.S. Treasury Secretaries Henry Paulson and John Snow; chief executive officers of the Community Development Financial Institutions Fund (CDFI Fund); and counsel to three committees of the U.S. Congress where she conducted oversight and investigations. Ms. Reed also currently serves on the American Swiss Foundation board of directors, and is a Distinguished Fellow with the Council on Competitiveness and the Atlantic Council Freedom and Prosperity Center. Additionally, she is involved with a variety of initiatives, including the Hudson Institute’s Alexander Hamilton Commission on Securing America’s National Security Innovation Base, Krach Institute for Tech Diplomacy at Purdue Advisory Council and Indiana University School of Public Health-Bloomington Dean’s Alliance. Recognized as one of the “100 Women Leaders in STEM,” she received the U.S. Department of Defense’s highest civilian award—the Medal for Distinguished Public Service—and is a Council on Foreign Relations life member and a National Association of Corporate Directors (NACD) Certified Director. She holds a Juris Doctor degree from West Virginia University College of Law and a Bachelor of Science in Biology and a Bachelor of Arts in Government from West Virginia Wesleyan College. We believe Ms. Reed’s experience in government and international finance, as well as her service on U.S. and non-U.S. public company boards, make her qualified to serve as a member of our board of directors.


LAURA A. SCHULTE

Age 66 Independent Director since 2025 Committees: •Audit Committee •Compensation Committee						Ms. Schulte has served as one of our independent directors since April 2025. Ms. Schulte has served as chair of the board of directors of Transportation Alliance Bank, Inc. since June 2023, where she also serves as the chair of the compensation committee and a member of the technology committee and previously served as a member of the audit committee. She has been a member of the board of directors of Novant Health Inc. since 2016, where she is a member of the executive committee and previously served as chair of the board of directors, the strategic growth committee and the audit committee. Since 2016, she has also served as a member of the board of directors of Grubb Properties, LLC, where she is chair of the human capital committee and compensation committee, as well as a member of the audit committee. From 2015 through 2021, she served as a board director and a member of the audit, credit and asset-liability committees of State Farm Bank, a U.S. bank and subsidiary of State Farm Insurance sold to U.S. Bank in 2021. From 1999 until her retirement in 2014, Ms. Schulte held various executive roles Wells Fargo & Company, culminating in her service as Executive Vice President and Head of Eastern Community Banking, where she led one of Wells Fargo’s banking businesses and spearheaded the merger with and integration of Wachovia into Wells Fargo. Prior to her time at Wells Fargo, from 1982 through 1999, she was employed by Norwest Corporation. Ms. Schulte has served on the nonprofit boards of industry, education, and healthcare institutions across the United States, including the American Bankers Association, the University of North Carolina at Charlotte, the National Association of Corporate Directors (NACD) Carolinas chapter and the Children’s Hospital of Los Angeles. Notably, Ms. Schulte served as the first woman board chair for the United Way of Los Angeles. Currently, she is a member of the Charlotte Symphony Orchestra Board of Trustees and the Bechtler Museum of Modern Art advisory board in Charlotte, North Carolina. She received her Bachelor of Science in Accounting from the University of Nebraska at Lincoln, where she is a Distinguished Alumni Awardee and has been inducted into the School of Accountancy Hall of Fame, and she is a graduate of the Stonier Graduate School of Banking at the University of Pennsylvania. We believe Ms. Schulte’s experience as a banking industry executive, as well as her service on multiple corporate boards, make her qualified to serve as a member of our board of directors.


BARRY E. WELCH

Age 68 Independent Director since 2025 Committees: •Audit Committee •Finance and Risk Committee						Mr. Welch has served as one of our independent directors since April 2025. Since January 2023, Mr. Welch has served on the board of directors of Onward Energy, a renewables portfolio company in the JP Morgan-managed Infrastructure Investments Fund (IIF), assuming the role of chair in January 2024. Onward Energy was formed in January 2023 through the merger of Novatus Energy, where he served as chair of the audit committee from 2016 until the merger, and Southwest Generation, where he served as chair of the board of directors from 2018 until the merger. Since March 2023, he has also served on the board and audit committee of Aspen Power, a distributed generation solar company that develops, constructs, owns and operates projects throughout the United States. From 2016 through 2019, Mr. Welch served on the board of TransMontaigne Partners (NYSE: TLP), an oil storage master limited partnership, where he was chair of the conflicts committee and a member of the audit committee. From 2004 through 2014, he was the chief executive officer of Atlantic Power Corporation (NYSE: AT), an independent power company with fossil and renewable power generation facilities in the United States and Canada, and served on its board of directors from 2006 through 2014. From 1989 through 2004, he served in a variety of roles in John Hancock’s Bond & Corporate Finance Group, culminating in his service from 2001 through 2004 as Senior Vice President and Head of Bond & Corporate Finance. Mr. Welch received a Bachelor of Science in Engineering in Mechanical & Aerospace Engineering from Princeton University, and a Master of Business Administration degree with a concentration in Finance from Boston College. We believe Mr. Welch's experience as a renewable energy chief executive officer and investment finance executive, as well as his service on multiple public and private boards of directors, make him qualified to serve as a member of our board of directors.


ROLE OF THE LEAD INDEPENDENT DIRECTOR

TERESA M. BRENNER			•Collaborate with the chair, chief executive officer and secretary to schedule meetings of our board of directors and to set meeting agenda •Ensure that matters of concern or interest to the independent directors are appropriately scheduled for discussion at board of directors meetings •Chair meetings in the absence of the chair •Organize and preside over meetings and executive sessions of the independent directors •Serve as the principal liaison between the independent directors and the chair or chief executive officer on matters where either person may be conflicted •Together with the full board of directors, evaluate the performances of the chief executive officer and chair and meet with each of the chief executive officer and chair to discuss such evaluations •Authorize the retention of outside advisors and consultants who report directly to our board of directors •Meet regularly with the chair as well as each director •Along with management, periodically meet with institutional and other investors



For Your Reference

For additional information on our sustainability and impact strategy, policies, and initiatives (including the below documents), please visit investors.hasi.com and hasi.com/sustainability.
•Annual Report •Proxy Statement •Sustainability Investment Policy •Environmental Policies •Human Rights Statement			•Human Capital Management Policies •Code of Business Conduct and Ethics •Business Partner Code of Conduct •Environmental Metrics •Sustainability Report Card


	Number of Meetings	Attendance(1)
Board of Directors	10	100	%
Audit Committee	9	100	%
Compensation Committee	7	100	%
Finance & Risk Committee	4	100	%
NGCR Committee	6	100	%


~10 million Cumulative metric tons of carbon dioxide (CO2) avoided annually through our investments, the equivalent to eliminating emissions from over 2.1 million typical passenger vehicles						>7 billion Cumulative gallons of water saved annually from our investments, the equivalent to eliminating the annual water consumption of over 200,000 U.S. homes every year


~400,000 Quality jobs created by our investments across the United States			~300,000 School children supported by our energy efficiency upgrades to educational facilities and transportation funded by our investments			~2 million Veterans served by hospitals and other facilities that received energy efficiency upgrades funded by our investments


Carbon Avoided Cumulative metric tons of CO2 avoided annually			Water Savings Cumulative gallons of water saved annually


¢	Corporate Green Bonds	¢	Secured On-Balance Sheet Non-Recourse Debt
¢	Other Corporate Green Debt4


	Board of Directors		Managers		Non-Managers		Total Workforce
	12/31/25	12/31/24	12/31/25	12/31/24	12/31/25	12/31/24	12/31/25	12/31/24
Female	45%	40%	38%	39%	45%	35%	42%	36%
Male	55%	60%	62%	61%	55%	65%	58%	64%
Racial or Ethnic Minority	18%	20%	31%	33%	45%	45%	41%	41%
White	82%	80%	69%	67%	55%	55%	59%	59%
LGBTQ+1	0%	0%	2%	2%	3%	3%	2%	3%


AGE	2025	2024
18-24	3%	4%
25-34	32%	34%
35-44	40%	36%
45-54	20%	20%
55-64	3%	5%
65+	1%	1%



178	100%	4.5 years
Full-time employees	Employees eligible for Employee Stock Ownership Plan	Average employee tenure



35	5,740	$1,850
Average number of training hours per employee	Cumulative number of training hours	Average number of training dollars invested per employee



Book Club Quarterly meetings where we gather to share insights on selected books that relate to our investment thesis and the economics, politics, physics and impacts of climate change and the energy transition	Business Resource Groups Inclusive BRGs at HASI further our shared goal to represent and support the communities in which we live and work. These groups offer their members opportunities to actively create a workplace that reflects our organizational values	Lunch and Learns We host monthly workshops led by our smart staff or outside partners on a variety of topics, such as energy storage trends, the land business, energy efficiency policy and anything that is relevant to our business


Name	Fees Paid or Earned in Cash ($)(1) (2)	Stock Awards ($)(3)	Total ($)
Lizabeth A. Ardisana	110,000	129,460	239,460
Clarence D. Armbrister	110,000	129,460	239,460
Teresa M. Brenner	160,000	129,460	289,460
Jeffrey W. Eckel	505,006	129,460	634,466
Nancy C. Floyd	110,000	129,460	239,460
Charles M. O’Neil	125,000	129,460	254,460
Richard J. Osborne	135,000	129,460	264,460
Steven G. Osgood	—	249,974	249,974
Kimberly A. Reed	110,000	129,460	239,460
Laura A. Schulte	77,917	129,460	207,377
Barry E. Welch	77,917	129,460	207,377