Frank Wisneski
AmerescoAbout Frank V. Wisneski
Frank V. Wisneski, age 78, has served as an independent director of Ameresco since 2011. He is a former Partner and Senior Vice President at Wellington Management Company, LLP (1969–2001), bringing deep experience in financial and strategic analysis, investment product development, and institutional asset management. He is a Class I director with a term expiring at the 2026 annual meeting and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wellington Management Company, LLP | Partner & Senior Vice President | 1969–2001 | Led financial/strategic analysis; established investment products for institutional clients |
| Ameresco, Inc. | Director (Class I) | 2011–present | Board member; audit committee chair; nominating & corporate governance committee member |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various nonprofit organizations | Investment, finance, and executive committee member | Not disclosed | Ongoing engagement focused on financial and strategic analysis |
Board Governance
- Committee assignments: Audit Committee Chair; member of Nominating & Corporate Governance Committee. Not on Compensation Committee. The audit committee met 4 times in 2024; nominating & governance met 2 times; compensation met 1 time.
- Expertise: Designated an “audit committee financial expert” and meets NYSE financial sophistication requirements.
- Independence: Board determined all directors except CEO George P. Sakellaris and EVP/GC David J. Corrsin are independent; all committee members are independent (NYSE and Exchange Act rules).
- Attendance and engagement: Board met 7 times in 2024; each director attended at least 75% of board and committee meetings on which they served; all directors attended the 2024 annual meeting.
- Board leadership: CEO also serves as Chair; lead independent director role established (held by Joseph W. Sutton) to strengthen independent oversight.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board cash retainer | $70,000 | Non‑employee directors; no meeting fees |
| Audit Committee chair retainer | $20,000 | Chairs do not receive separate member retainers for chaired committee |
| Nominating & Governance member retainer | $5,000 | Committee member retainer |
| Total 2024 cash fees (Wisneski) | $95,000 | Sum of board + audit chair + nom‑gov member |
Performance Compensation
| Equity Component | Amount / Terms | Vesting / Metrics |
|---|---|---|
| Annual RSU grant (program design) | $135,000 grant value | Granted at each annual meeting; shares determined by dividing $135,000 by 30‑day average price; 100% vesting on one‑year anniversary; full vesting upon change in control |
| 2024 stock awards (fair value, Wisneski) | $169,495 | RSUs; ASC 718 fair value on grant date |
| Unvested RSUs (as of 12/31/2024, Wisneski) | 4,886 shares | Subject to time‑based vesting noted above |
Program features emphasize time‑based RSUs (not performance‑based) for directors; therefore, there are no disclosed director‑specific revenue/EBITDA/TSR performance metrics tied to vesting.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No current other public company boards disclosed for Wisneski in the proxy |
Expertise & Qualifications
- Institutional asset management and investment analysis; extensive strategic and financial analysis background from Wellington Management.
- Audit oversight, financial reporting, internal control, risk management, and cybersecurity oversight via audit chair role; SEC‑designated “financial expert.”
- Governance and board composition oversight through nominating & corporate governance committee membership.
Equity Ownership
| Metric | Value | As‑of Date |
|---|---|---|
| Class A shares beneficially owned (Wisneski) | 108,346 | March 31, 2025 |
| Ownership % of Class A | <1% (*) | March 31, 2025 |
| Class B shares beneficially owned | 0 | March 31, 2025 |
| Options held (aggregate, Wisneski) | 94,000 | Outstanding as of 12/31/2024; weighted avg exercise price $14.03 |
| Unvested RSUs | 4,886 | December 31, 2024 |
| Ownership guidelines (directors) | 5x annual cash retainer; includes vested & unvested RSUs; options excluded | As of Jan 1, 2025, each covered individual was in compliance |
| Anti‑hedging/pledging policy | Prohibits directors from short sales and pledging; margin transactions prohibited | No director pledging exceptions indicated in policy; exceptions only described for executive officers |
Director Compensation (Mix and Alignment)
| Year | Fees Earned (Cash) | Stock Awards (RSUs, Fair Value) | Total | Cash % | Equity % |
|---|---|---|---|---|---|
| 2024 (Wisneski) | $95,000 | $169,495 | $264,495 | 35.9% | 64.1% |
Related‑Party Exposure and Conflicts
- Related person transaction oversight resides with the audit committee; responsibilities include reviewing and approving/ratifying related person transactions.
- Disclosed related‑party employment involves the spouse of EVP/GC David J. Corrsin; employment approved by the audit committee and reviewed annually. No Wisneski‑specific related‑party transactions disclosed.
- Anti‑hedging and anti‑pledging policies apply to directors, reducing alignment risks from hedging or pledging; no director exceptions disclosed.
Governance Assessment
- Strengths: Independent status; audit committee chair and SEC‑designated financial expert; strong attendance; equity‑heavy compensation design; compliance with enhanced director ownership guidelines (5x cash retainer) supports alignment.
- Potential watch‑items: Dual CEO/Chair structure mitigated by a lead independent director; continued vigilance on related‑party oversight by the audit committee (which Wisneski chairs) is important given disclosed family employment in management ranks.
- Signals: Compensation mix leans toward equity with standardized RSU vesting and no perquisites for directors; anti‑hedging/pledging policy and ownership compliance bolster investor confidence; no Section 16(a) delinquent filings noted for directors other than an administrative timing issue related to the GC’s spouse (not Wisneski).
Overall, Wisneski appears to contribute materially to board effectiveness through audit leadership and financial expertise, with compensation and ownership structures aligned to shareholder interests and no disclosed personal conflicts.