HA Sustainable Infrastructure Capital, Inc DEF 14A, filed Apr 15, 2024

HA Sustainable Infrastructure Capital, Inc. (HASI)

DEF 14A 2024-04-15 For: 2024-04-15

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Added on June 12, 2026

About this DEF 14A

HA Sustainable Infrastructure Capital, Inc filed this DEF 14A on April 15, 2024.

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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/HASI2024 (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 ten director nominees 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, 2024

3						Provide non-binding advisory approval of our executive compensation

4						Approval of the conversion of the Company from a Maryland corporation to a Delaware corporation under the name “HA Sustainable Infrastructure Capital, Inc.” in accordance with the Plan of Conversion attached to the accompanying proxy statement

5						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 6, 2024. Our notice of annual meeting, proxy statement and 2023 Annual Report on Form 10-K are available at: www.proxyvote.com and www.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 6, 2024			5

Proposal No. 1 Election Of Directors			5
Information about the Director Nominees			6
Skills, Expertise and Attributes			10
Identification of Director Candidates			11
Majority Vote Policy			11
Vacancies			12
Voting on Director Nominees			12

Board and Corporate Governance Structure			13
Corporate Governance Philosophy			13
Our Board of Directors			14
Sustainability and Impact Oversight			19
Corporate Governance Policies			21
Active Stockholder Outreach			22
Management Succession Planning			23
Communications with O ur Board of Directors			23

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

S ocial R esponsibility			28
Human Rights			28
Business Partner Sustainability and Impact Engagement			29

O ur P eople			30
Engaging with Our Team			30
Diversity, Equity, Inclusion, Justice and Anti-Racism (DEIJA)			30
Workforce Representation			31
Health and Well-Being			32
Skills for the Future			33
Engagement			34
Recruitment and Hiring			34
Fair and Competitive Compensation			34

C ompensation of I ndependent D irectors			35
Annual Compensation			35
Other Compensation			35
Stock Ownership Guidelines for Independent Directors			35
Changes to our Director Compensation for 2024			36
Compensation Committee Review			36
Director Compensation Table for 2023			36

Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm			37
Independent Registered Public Accounting Firm Fees			37
Required Vote			38
Report of the Audit Committee			38

Proposal No. 3 Stockholder Advisory (Non-Binding) Vote t o Approve Our Executive Compensation			40
Overview of 2023 Performance and Our Pay for Performance Philosophy			41


Advisory Resolution			42
Required Vote			43

I nformation Regarding Our Named Executive Officers			44

E xecutive C ompensation			45
Compensation Discussion and Analysis			45
Executive Summary			45
Our Pay for Performance Alignment			47
Our Executive Compensation Program Best Practices			48
Stock Ownership Guidelines for Named Executive Officers			49
Process for Setting Executive Compensation			49
Executive Compensation Program Components			53
Tax Deductibility of Executive Compensation			57
Adjustment or Recovery of Awards			57
Relationship of Compensation Practices to Risk Management			58
Compensation Committee Report			58
202 3 Summary Compensation Table			59
Grants of Plan-Based Awards for 2023			60
Narrative to Summary Compensation Table			60
2022 Plan Summary			65
Outstanding Equity Awards at 202 3 Fiscal Year End			67
202 3 Option Exercises and Securities Vested			68
Pension Benefits and Nonqualified Deferred Compensation			69
CEO Compensation Pay Ratio			70
202 3 Pay Versus Performance Table			70

Proposal No. 4 Reincorporation to Delaware Corporation			76
Introduction			76
Mechanics of Reincorporation			76
Automatic Conversion of Securities			77
No Changes to Equity Incentive Plans			77
No Changes to Operating Partnership			78
Principal Reasons for Reincorporation			78
Certain Risks Associated with the Reincorporation			79
Anti -takeover Implications			79
Select Comparison of Organizational Documents and Applicable Law			79
Tax Benefits Preservation Provisions of the Delaware Charter			88
Regulatory Approval			90
Dissenters' Rights			90
Certain Federal Income Tax Consequences			90
Required Vote			91

S ecurity Ownership of Certain Beneficial Owners a n d M anagement			92

C ertain R elationships a nd Related Transactions			94
Indemnification Agreements for Officers and Directors			94
Related Transactions Policy			94

M eeting I nformation			94

A nnual R eport			95

V oting Securities and R ecord Date			95


Other Matters			96

Outstanding Shares			97

Submission of Stockholder Proposals			97

Miscellaneous			98


PROPOSAL	BOARD OF DIRECTORS RECOMMENDATION		MORE INFORMATION
Elect ten director nominees to serve on our board of directors until the Company’s 2025 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, 2024		FOR	Page 37
Approve, on a non-binding, advisory basis, the compensation of our named executive officers		FOR	Page 40
Approval of the conversion of the Company from a Maryland corporation to a Delaware corporation under the name “HA Sustainable Infrastructure Capital, Inc.” in accordance with the Plan of Conversion attached to the accompanying proxy statement		FOR	Page 76


Name	Age	Independent	Principal occupation	Committees	Other public boards	Director since
Jeffrey W. Eckel Executive Chair	65		Former Chief Executive Officer & President, Hannon Armstrong Sustainable Infrastructure Capital, Inc.		0	Executive Chair since March 2023; Chair from 2013 to February 2023; Director since 2013
Jeffrey A. Lipson Chief Executive Officer	56		Chief Executive Officer & President, Hannon Armstrong Sustainable Infrastructure Capital, Inc.		0	2023
Teresa M. Brenner Lead Independent Director	60		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	71		Chief Executive Officer & Principal Owner, ASG Renaissance, LLC	Audit, Compensation	2	2022
Clarence D. Armbrister	66		Former President, Johnson C. Smith University	NGCR, Finance and Risk	0	2021
Nancy C. Floyd	69		Former Managing Director, Nth Power LLC	Audit, Finance and Risk	0	2021
Charles M. O’Neil	71		Former Chief Executive Officer and Chairman of the Board, ING Capital, LLC	Finance and Risk (Chair), NGCR	0	2013
Richard J. Osborne	73		Former Chief Financial Officer, Duke Energy Corporation	Audit, Compensation (Chair)	0	2013
Steven G. Osgood	67		Chief Executive Officer, Square Foot Companies, LLC	Audit (Chair), Compensation	1	2015
Kimberly A. Reed	53		Former Chairman of the Board of Directors, President, and Chief Executive Officer, Export-Import Bank of the United States	Audit, Finance and Risk	2	2023



Separate Chair and CEO			On March 1, 2023, we separated the roles of chair and chief executive officer
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 DEIJA			Women and racially diverse directors constitute half our director nominees and a majority of our independent directors



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 performance due to our focus on investments in climate solutions, which drive growth in key compensation-linked financial metrics
CEO Pay Ratio			For 2023, the compensation for our chief executive officer was 34x 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 65 Executive Chair – Board of Directors since 2023			Mr. Eckel has served as executive chair from March 2023. Mr. Eckel served as chief executive officer, president and chair from 2013 through February 2023, and was with the predecessor of our 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 Mr. Eckel 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 executive chair.


JEFFREY A. LIPSON

Age 56 Director since 2023 Chief Executive Officer and President			Mr. Lipson has served as chief executive officer and president from 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). Mr. Lipson has also been a senior vice president and the treasurer of CapitalSource Inc. and its subsidiary CapitalSource Bank and a senior vice president, Corporate Treasury, at 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 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 60 Independent Director since 2016 Lead Independent Director since 2019 Committee: •NGCR Committee (Chair) •Compensation Committee			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 of 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.


KIMBERLY A. REED

Age 53 Independent Director since 2023 Committee: •Audit Committee •Finance and Risk Committee			Ms. Reed has served as an external director of Takeda Pharmaceutical Company Limited since June 2022 and an independent director of Momentus Inc. 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 clean and renewable energy, 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.


BACKGROUND
Years on Board	11	8	1	3	3	1	11	11	9	1
Age	65	60	73	66	69	56	71	73	67	53
Gender Identification	M	F	F	M	F	M	M	M	M	F
African American / Black
Asian / South Asian
White / Caucasian
Hispanic / Latino
Indigenous
LGBTQ+
Veteran
Disabled


Our Board of Directors	Our Policies	Our Charter and Bylaws	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. •Nine of our eleven current directors are independent. •We have a Lead Independent Director. •Three directors qualify as an “audit committee financial experts” as defined by the SEC. •Four directors, including our Lead Independent Director, are women, constituting 36% of our board of directors. •Women and racially diverse directors constitute a majority of our nine independent directors. •We have established a target retirement age of 75 for our directors. •Our NGCR Committee oversees and directs our environmental, social and governance (“Sustainability and Impact”) strategies, activities, policies and communications.	•Our board members and NEOs (as defined herein) are required to maintain certain levels of stock ownership in our company ranging between three and six times their base salary or retainer, depending on position. •Our Statement of Corporate Policy Regarding Equity 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 opted out of the control share acquisition statute in the Maryland General Corporation Law (the “MGCL”). •We have exempted from the business combination statute in the MGCL transactions that are approved by our board of directors (including a majority of our directors who are not affiliates or associates of the acquiring person). •Our stockholders have the concurrent right to amend our Bylaws.	•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.


LIZABETH A. ARDISANA

Age 71 Independent Director since 2022 Committee: •Audit Committee •Compensation Committee			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 publicly held Clean Energy Fuels Corp. (Nasdaq: CLNE) since 2019 and Huntington Bancshares Inc. (Nasdaq: HBAN) since 2016. 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 the Board.


CLARENCE D. ARMBRISTER

Age 66 Independent Director since 2021 Committee: •Finance and Risk Committee •NGCR Committee			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 69 Independent Director since 2021 Committee: •Audit Committee •Finance and Risk Committee			Ms. Floyd served as a 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 sold to 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 4 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, BEEMW). 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 sat on the audit committee and governance committee. Also, Ms. Floyd has served as fund advisor to Activate Capital from 2018 to 2021 and 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.


CHARLES M. O’NEIL

Age 71 Independent Director since 2013 Committee: •Finance and Risk Committee (Chair) •NGCR Committee			Mr. O’Neil retired from ING Capital, LLC, at the end of 2015, where he served in a variety of executive and management roles for over 20 years, including as president, chief executive officer and chairman of the board of ING Capital, LLC and head of Structured Finance, Americas, the largest operating unit of ING Capital. Mr. O’Neil received a Bachelor of Science degree in Finance from The Pennsylvania State University in 1974 and a Master in Business Administration degree in International Finance from Fordham University in 1978. We believe Mr. O’Neil’s experience of over 35 years in structured and project finance focusing on energy related projects, combined with his senior management role with a large international bank’s wholesale banking activities in the Americas, makes him qualified to serve as a member of our board of directors.


RICHARD J. OSBORNE

Age 73 Independent Director since 2013 Committee: •Compensation Committee (Chair) •Audit Committee			Mr. Osborne retired from Duke Energy Corporation in 2006, having served in a variety of executive roles including chief financial officer, chief risk officer, treasurer and group vice president for Public & Regulatory Affairs during his 31 years with the organization. Mr. Osborne also served as a director of Duke Energy Field Services, a joint venture between Duke Energy Corporation and ConocoPhillips, and as a director of TEPPCO Partners, LP, a master limited partnership managing mid-stream energy assets. He also chaired the Finance Divisions of the Southeastern Electric Exchange and Edison Electric Institute, and was a founding board member of the Committee of Chief Risk Officers. Subsequent to leaving Duke Energy, Mr. Osborne executed consulting assignments for clients in, or serving, the energy industry. Mr. Osborne presently serves on the boards of Chautauqua Institution and the Chautauqua Foundation, and is a trustee and immediate past chair of the board of the Penland School of Craft. Mr. Osborne received a Bachelor of Arts degree in History and Economics from Tufts University in 1973 and a Master of Business Administration from the University of North Carolina at Chapel Hill in 1975. We believe that Mr. Osborne’s over 35 years of experience in energy sector finance makes him qualified to serve as a member of our board of directors.


STEVEN G. OSGOOD

Age 67 Independent Director since 2015 Committee: •Audit Committee (Chair) •Compensation Committee			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 Masters in Business Administration 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.


ROLE OF THE LEAD INDEPENDENT DIRECTOR

TERESA M. BRENNER			•Collaborate with the executive 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 executive chair •Organize and preside over meetings and executive sessions of the independent directors •Serve as the principal liaison between the independent directors and the executive 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 executive chair and meet with each of the chief executive officer and executive 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 executive chair as well as each director •Along with management, periodically meet with institutional and other investors


ROLE			RESPONSIBILITIES
Board of Directors			Formal adoption of Sustainability and Impact strategy and policies and oversight of implementation
NGCR Committee			Recommendation of new Sustainability and Impact policies and oversight of implementation
President and CEO			Prioritization and oversight of staff and company resources dedicated to the implementation of Sustainability and Impact initiatives
Sustainability and Impact Leadership Team			Reports to the Executive Chair, CEO and Nominating, Governance, and Corporate Responsibility Committee and is responsible for informing strategy, setting performance milestones, and designating responsibilities
Strategic Initiatives, Sustainability and Impact			Development of Sustainability and Impact strategy, execution of initiatives, and integration of engagement with relevant rating agencies, Sustainability and Impact-focused investors, and other stakeholders
Accounting			Tracking, verifying, and reporting Sustainability and Impact (including PCAF-aligned emissions metrics) metrics in public financial filings
Legal			Review of sustainability and impact disclosures and ensuring validation of adherence to Sustainability and Impact policies
Human Resources			Development and implementation of DEIJA principles in employee recruitment, retention, promotion, and engagement initiatives
HASI Foundation Leadership Team			Development and implementation of corporate philanthropic strategy
Working Group			Development and implementation of DEIJA initiatives
Sustainability and Impact Reporting Frameworks Committee			Assessment of how climate change-related risks and opportunities impact investments
Capital Markets			Execution of green and CarbonCount-based debt issuances
Investor Relations			Collection of investor feedback on Sustainability and Impact performance and initiatives
Investments			CarbonCount assessments and monitoring of climate investment risks and opportunities
Corporate Affairs			Fostering and maintaining authentic and strategic stakeholder relationships in support of Sustainability and Impact strategy
Portfolio Management			Assessment of portfolio exposure to climate risks and opportunities



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	11	98	%
Audit Committee	12	95	%
Compensation Committee	8	100	%
Finance & Risk Committee	7	93	%
NGCR Committee	7	100	%


>7 million Cumulative metric tons of carbon dioxide (CO2) avoided annually through our investments, the equivalent to eliminating emissions from over 1.6 million typical passenger vehicles						~7 billion Cumulative gallons of water saved annually from our investments, the equivalent to eliminating the annual water consumption of nearly 138,000 U.S. homes every year


~400,000 Quality jobs created by our investments in 48 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 Emissions Cumulative metric tons of CO2 avoided annually			Water Savings Cumulative gallons of water saved annually



	BOARD OF DIRECTORS		LEADERSHIP TEAM		MANAGERIAL ROLES		WORKFORCE


	12/31/23	12/31/22	12/31/23	12/31/22	12/31/23	12/31/22	12/31/23	12/31/22
Female	36%	33%	29%	29%	40%	40%	35%	36%
Racial or Ethnic Minority	18%	22%	21%	14%	42%	30%	38%	33%
LGBTQ+1	0%	0%	0%	0%	3%	3%	3%	3%
Employees with Disabilities1	0%	0%	0%	0%	3%	0%	3%	2%



AGE	2023	2022

18-24	2%	4%
25-34	33%	32%
35-44	39%	42%
45-54	16%	12%
55-64	7%	7%
65+	3%	3%



139	100%	4.5 years
Full-time employees	Employees eligible for Employee Stock Ownership Plan	Average employee tenure



26	3600	$3,500
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	Business Resource Groups Diversity-focused 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	Data & Analytics Club Throughout the year, we explore and learn about a variety of topics covering coding and scripting, data modeling, machine learning, artificial intelligence, automation, and other emerging trends	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 ($)(1)	Stock Awards ($)(2)	Total ($)
Lizabeth A. Ardisana	110,000	98,601	208,601
Clarence D. Armbrister	110,000	98,601	208,601
Teresa M. Brenner	155,000	98,601	253,601
Michael T. Eckhart	110,000	98,601	208,601
Nancy C. Floyd	110,000	98,601	208,601
Charles M. O’Neil	125,000	98,601	223,601
Richard J. Osborne	135,000	98,601	233,601
Steven G. Osgood	—	190,396	190,396
Kimberly A. Reed(3)	91,667	82,171	173,838


(in thousands)	For the Year Ended December 31, 2023			For the Year Ended December 31, 2022
Audit fees(1)		$	2,998		$	3,427
Audit-related fees(2)		87			230
Tax fees(3)		778			366
All other fees		402			—
TOTAL(4)		$	4,264		$	4,023