Claire Hughes Johnson
AmerescoAbout Claire Hughes Johnson
Claire Hughes Johnson (age 52) has served on Ameresco’s board since July 2021. She is a former Chief Operating Officer of Stripe (Oct 2014–Apr 2021) and currently serves as a corporate officer and advisor to Stripe; prior to Stripe, she spent a decade at Google leading teams for Gmail/Google Apps, global AdWords mid‑market revenue, Google Offers, and business operations for the self‑driving car project. She is classified as an independent director under NYSE rules, with current AMRC board term expiring in 2026 and service on the Compensation and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stripe, Inc. | Chief Operating Officer; Corporate Officer & Advisor | COO Oct 2014–Apr 2021; Advisor since Apr 2021 | Senior operating leadership in global fintech; scaling and operational strategy |
| Various senior roles (Gmail/Google Apps launch operations; VP for AdWords mid‑market revenue; Google Offers; business operations for self‑driving car project) | ~10 years prior to Stripe | Product launch, go‑to‑market, operations for large-scale tech businesses |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Aurora Innovation, Inc. | Director | Public | Self‑driving technology company |
| HubSpot, Inc. | Director | Public | CRM platform |
| The Atlantic; Milton Academy; Brown University | Board member | Private/non‑profit | Multiple non‑profit boards; prior director at Hallmark Cards, Inc. |
Board Governance
- Classification/Independence: Independent director; Ameresco’s board determined all directors other than the CEO (George P. Sakellaris) and General Counsel (David J. Corrsin) are independent .
- Committee assignments (2025): Compensation Committee member; Nominating & Corporate Governance Committee member; not a committee chair .
- Board/committee cadence: Board met 7 times in 2024; Audit (4 meetings), Compensation (1), Nominating & Governance (2). Each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Joseph W. Sutton (duties include chairing executive sessions and facilitating board‑management communications) .
- Risk oversight: Standing committees oversee risk domains (audit: financial/cybersecurity; compensation: pay/succession; nominating & governance: board governance/ESG) with regular quarterly updates .
Fixed Compensation
| Component | Ameresco Program Terms | Claire’s 2024 Actual |
|---|---|---|
| Board member cash retainer | $70,000 annual member retainer | $70,000 cash within Fees Earned or Paid in Cash |
| Committee member fees | Compensation Committee member $6,000; Nominating & Governance member $5,000; no meeting fees | $11,000 cash within Fees Earned or Paid in Cash (Comp + Nominating) |
| Lead Independent Director / Chair | Additional retainers (Lead $20,000; Committee chairs: Audit $20,000; Compensation $15,000; Nominating $12,500). Chairs do not receive member fees for the chaired committee | Not applicable (not Lead or chair) |
| Total cash fees (2024) | As above | $81,000 Fees Earned or Paid in Cash |
Program notes: Non‑employee directors also receive an annual RSU grant valued at $135,000 granted on the annual meeting date; shares determined by dividing $135,000 by the 30‑day average stock price; RSUs vest 100% on the one‑year anniversary and vest in full upon a change in control .
Performance Compensation
| Equity Component | Grant/Value | Vesting/Terms | Status |
|---|---|---|---|
| Annual RSU grant | Program target $135,000; 2024 stock awards fair value for Claire: $169,495 | RSUs vest 100% one year from grant date; change‑in‑control accelerates | Unvested RSUs held as of 12/31/2024: 4,886 |
| Stock options (legacy) | As of 12/31/2024, options to purchase 40,000 shares; weighted avg exercise price $68.22 | Standard option terms per plan | Exercisable within 60 days of 3/31/2025: 24,000 shares; plus 1,800 shares held via revocable trust (see ownership table) |
- Performance metrics tied to director compensation: None disclosed; director equity is time‑based RSUs and legacy options without performance conditions .
Other Directorships & Interlocks
| Company | Relationship to Ameresco | Potential Interlocks/Conflicts |
|---|---|---|
| Aurora Innovation, Inc.; HubSpot, Inc. | Unrelated technology sectors (self‑driving; CRM) | No Ameresco related‑party transactions disclosed involving Claire; Ameresco’s related‑party section lists only employment of the General Counsel’s spouse; no transactions with Claire or her affiliates . |
Expertise & Qualifications
- Technology operating leadership and scale execution from Stripe and Google; product innovation, go‑to‑market, and operational strategy at global tech platforms .
- Adds customer‑centric and technology commercialization perspective to a renewables/energy services board .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership – Class A shares | 31,025 | Includes 24,000 shares issuable upon exercise of options exercisable within 60 days of 3/31/2025 and 1,800 shares held by a revocable trust; <1% of Class A outstanding . |
| Ownership % of Class A | <1% | Denoted as “*” (<1%) in beneficial ownership table . |
| Total voting power | <1% | Based on combined Class A and Class B voting power table . |
| Unvested RSUs (director) | 4,886 | As of 12/31/2024 . |
| Options – total outstanding | 40,000 | Weighted average exercise price $68.22 (as of 12/31/2024) . |
| Options – exercisable within 60 days (3/31/2025 ref.) | 24,000 | Footnote to ownership table . |
| Pledged shares | None disclosed | Ameresco insider trading policy prohibits pledging with limited exceptions; no pledging disclosures for Claire . |
| Stock ownership guidelines (directors) | 5× annual cash retainer; includes outstanding and unvested RSUs; options excluded | As of 1/1/2025, each covered individual was in compliance (includes directors) . |
Context: CEO George P. Sakellaris controls 74.2% total voting power via Class B shares (dual‑class structure), which is relevant to overall governance dynamics and director election outcomes .
Governance Assessment
- Independence and committee engagement: Independent director serving on Compensation and Nominating & Governance; board met 7 times in 2024 and committees were active; attendance at or above 75% threshold with full annual meeting attendance, indicating engagement .
- Compensation alignment: Director pay is predominantly equity‑based (2024: $81,000 cash; $169,495 equity fair value); annual RSUs vest after one year and are subject to change‑in‑control acceleration, promoting ownership alignment without performance gaming; unvested RSUs and options create “skin in the game” .
- Ownership and conduct policies: Compliant with heightened director ownership guidelines (5× cash retainer); insider policy prohibits hedging/short sales and pledging (with narrow exception), supporting alignment with shareholders .
- Conflicts/related‑party risk: No related‑party transactions disclosed involving Claire; no loans or entity payments tied to her interests; Ameresco maintains formal related‑party approval protocols through the Audit Committee .
- Board structure considerations: Dual‑class voting concentrates control (CEO at 74.2% total voting power), which can limit shareholder influence on director elections and board accountability; mitigations include a Lead Independent Director and majority‑independent committees .
Appendices
Committee Assignments (as of April 10, 2025)
| Committee | Member | Chair |
|---|---|---|
| Compensation | Yes | No |
| Nominating & Governance | Yes | No (committee chaired by Jennifer L. Miller) |
| Audit | No | — |
2024 Director Compensation Detail (Claire)
| Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|
| 81,000 | 169,495 | 250,495 |
Director Equity Position (as of 12/31/2024)
| Unvested RSUs (#) | Options Outstanding (#) | Weighted Avg Exercise Price ($) |
|---|---|---|
| 4,886 | 40,000 | 68.22 |