Charles Patton
AmerescoAbout Charles R. Patton
Independent director of Ameresco since April 2023; age 65. Former Executive Vice President, External Affairs at American Electric Power (AEP) overseeing customer service, regulatory affairs, communications, federal public policy, NERC compliance, and corporate sustainability. Education: BA Bowdoin College; MPA, LBJ School of Public Affairs (UT Austin). Current public boards: Centuri Construction Group, Inc. and California Water Service Group; private/non-profit boards include Messer Construction Company. Ameresco board class term expires at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Electric Power (AEP) | EVP, External Affairs | 2017–Jul 1, 2022 | Led customer services, regulatory, communications, federal policy, NERC compliance, ESG initiatives |
| Appalachian Power Company (AEP unit) | President & COO | 2010–2017 | Responsible for utility operations, strategy, P&L, external relationships |
| AEP Texas | President & COO | 2004–2008 | Led utility serving 1M+ customers in South/West Texas |
| AEP Western Utilities | Executive Vice President | 2010 | Oversight for TX, LA, AR, OK utilities |
| AEP | SVP, Regulatory Policy | 2008–2010 | Regulatory strategy and policy |
| Richmond Federal Reserve Bank | Director | 2014–2016 | Regional central bank governance |
| Houston Industries / Houston Lighting & Power | Regulatory & policy analyst | ~10 years prior to 1995 | Energy and telecom regulatory analysis |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Centuri Construction Group, Inc. (NYSE: CTRI) | Director (Independent nominee) | 2024–present | Listed as independent; nominee and later director in filings |
| California Water Service Group (NYSE: CWT) | Director | Effective Jul 1, 2023 | Board election announced |
| Sterling Infrastructure, Inc. (NASDAQ: STRL) | Director | 2013–at least 2024 | Committees: Compensation; Governance/Nominating (Chair) (at STRL) |
| Messer, Inc. / Messer Construction Company | Director | Ongoing | Compensation committee member (private company) |
Board Governance (Ameresco)
- Committee memberships: Audit Committee member; Nominating and Governance Committee member; not a chair. Audit Chair is Frank V. Wisneski; Compensation Chair Joseph W. Sutton; Nominating Chair Jennifer L. Miller .
- Independence: All members of Ameresco’s Audit, Compensation, and Nominating committees are independent under NYSE and SEC rules (Rule 10A-3 for Audit; Rule 10C-1 for Compensation) .
- Committee activity: 2024 meetings—Audit 4; Compensation 1; Nominating 2. 2023 meetings—Audit 5; Compensation 1; Nominating 2 .
- Oversight scope: Audit committee responsibilities include appointing and overseeing the auditor, financial reporting and internal controls, related-person transaction review, and cybersecurity oversight .
Fixed Compensation (Ameresco Director Program and 2023 Actuals)
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $70,000 | Paid quarterly in advance |
| Audit Committee member retainer | $10,000 | Paid quarterly in advance |
| Compensation Committee member retainer | $6,000 | Paid quarterly in advance |
| Nominating & Governance Committee member retainer | $5,000 | Paid quarterly in advance |
| Lead Independent Director retainer | $20,000 | Additional chair retainer |
| Audit Committee Chair retainer | $20,000 | Additional chair retainer |
| Compensation Committee Chair retainer | $15,000 | Additional chair retainer |
| Nominating & Governance Chair retainer | $12,500 | Additional chair retainer |
2023 Ameresco non-employee director compensation (actuals):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Charles R. Patton | 56,815 | 175,460 | 232,275 |
Other benefits: reimbursement of reasonable travel; indemnification agreements; no retirement benefits or perquisites provided to non-employee directors .
Performance Compensation (Ameresco Director Equity)
| Equity element | Grant value | Grant timing | Vesting | Change-of-control | Instrument |
|---|---|---|---|---|---|
| RSUs (directors) | $135,000 per year | On the date of the annual meeting; pro-rated at initial election | 100% on 1-year anniversary | Vests in full upon Ameresco change-of-control | RSUs under Ameresco 2020 Stock Incentive Plan; taxation at vesting |
- No options or PSUs disclosed for non-employee directors in Ameresco’s program .
- All audit and non-audit services must be pre-approved by the Audit Committee (oversight linkage to pay risk minimal for directors) .
Other Directorships & Interlocks
| Company | Sector | Role/Committee | Potential Interlock/Exposure |
|---|---|---|---|
| Centuri Construction Group (CTRI) | Utility infrastructure | Director (Independent) | Adjacent to Ameresco’s energy services ecosystem; no AMRC related-party transactions disclosed |
| California Water Service Group (CWT) | Regulated water utility | Director (audit & governance committees noted in STRL description) | Utility sector overlap; no AMRC related-party transactions disclosed |
| Sterling Infrastructure (STRL) | Infrastructure construction | Director; Compensation; Governance/Nominating Chair (at STRL) | Sector adjacency; separate issuer governance roles |
| Messer (private) | Construction/engineering | Director; Compensation committee | Private company; no AMRC disclosure of transactions |
Expertise & Qualifications
- Utility operations leadership and profit-and-loss accountability across multiple AEP subsidiaries; strategic planning, regulatory compliance, communications, government affairs; ESG and NERC reliability compliance experience .
- Brings sector expertise in energy and infrastructure relevant to Ameresco’s cleantech integration and utility partnerships .
Equity Ownership
| Policy | Requirement | Measurement & Timing | Status/Constraints |
|---|---|---|---|
| Director stock ownership guidelines | 5× annual cash retainer | Measured annually by end of Q1; includes common shares and RSUs (vested and unvested); 5-year accumulation window from Oct 2022 or appointment | As of Mar 31, 2023, covered individuals were in compliance; new directors have 5 years to reach target |
| Hedging/Pledging policy | Prohibits short sales and derivatives; prohibits margin and pledging, with rare exception if financial capacity to repay without resort to pledged securities | Insider trading policy applies to directors | Strengthens alignment and reduces red-flag risk |
Governance Assessment
- Strengths: Independent director with deep utility-sector regulatory and operations background; serves on Audit and Nominating committees; Ameresco’s committee independence and robust Audit Committee charter (including related-party transaction review and cybersecurity oversight) bolster governance quality . Director compensation is predominantly RSU retainer with 1-year vesting and no perquisites, aligning director incentives with shareholder outcomes while avoiding complex performance pay structures .
- Potential red flags to monitor: Multiple utility/infrastructure directorships (Centuri, CWT; prior STRL) could present situational conflicts if Ameresco enters material transactions involving these companies; no related-party transactions disclosed, but continued audit committee oversight is key . Change-of-control full vesting for director RSUs is standard but can be viewed as entrenchment risk; mitigated by annual vesting cadence and lack of options/PSUs .
- Attendance/engagement: Committee meeting cadence disclosed (Audit 4–5; Compensation 1; Nominating 2); Ameresco states all committee members are independent; specific director attendance percentages were not disclosed in retrieved excerpts .
No Ameresco-related party transactions, hedging/pledging by directors, or director-specific perquisites were disclosed in the retrieved filings .
Citations
- Ameresco DEF 14A (Apr 24, 2025): committee composition, meetings, director bio **[1488139_0001488139-25-000087_amrc-20250417.htm:28]**.
- Ameresco PRE 14A (Apr 10, 2025): director bio, committees **[1488139_0001488139-25-000079_amrc-20250410.htm:22]** **[1488139_0001488139-25-000079_amrc-20250410.htm:27]**.
- Ameresco DEF 14A (Apr 23, 2024): director compensation program & 2023 actuals; committees **[1488139_0001488139-24-000070_amrc-20240423.htm:30]** **[1488139_0001488139-24-000070_amrc-20240423.htm:27]**.
- Ameresco 10-K (Feb 28, 2025; Feb 29, 2024): signatures confirming director status **[1488139_0001488139-25-000018_amrc-20241231.htm:170]** **[1488139_0001488139-24-000014_amrc-20231231.htm:166]**.
- Ameresco 10-K Exhibit (Oct 19, 2022 Board compensation policy): cash/equity retainer schedule **[1488139_0001488139-23-000014_ex-1012_amrcxboardxcomp.htm:0]**.
- Ameresco 8-K press release (Apr 24, 2023): appointment, education, AEP background **[1488139_0001488139-23-000047_amrc_20220323x8-kxex9911.htm:0]**.
- Sterling Infrastructure DEF 14A (Mar 26, 2024): external boards/committee roles **[874238_0000874238-24-000067_strl-20240325.htm:29]**; (Mar 24, 2023; Mar 23, 2022): background **[874238_0000874238-23-000047_strl-20230315.htm:26]** **[874238_0000874238-22-000034_a20220323def14a-definitive.htm:30]**.
- Centuri DEF 14A (Mar 5, 2025): nominee and independence **[1981599_0001981599-25-000019_ctri-20250305.htm:26]**; Centuri S-1 consent (Mar 22, 2024) **[1981599_0001193125-24-075215_d507887dex995.htm:0]**.
- California Water Service Group 8-K press release (Jul 5, 2023): election to board **[1035201_0001104659-23-078135_tm2320631d1_ex99-1.htm:0]**.