George Sakellaris
AmerescoAbout George Sakellaris
George P. Sakellaris, age 78, is Chairman, President, and Chief Executive Officer of Ameresco, Inc., serving since he founded the company in 2000; he previously founded Noresco in 1989 and served as its President and CEO until 2000 . He is a founding member and former President—and currently a director—of the National Association of Energy Service Companies (NAESCO) . Pay-versus-performance disclosure shows Ameresco’s CAP/TSR and financial trajectory over recent years; revenue grew 29% year-over-year in 2024 and adjusted EBITDA reached $225.3M, with a 2024 Ameresco fixed-$100 TSR of 134 versus 142 for the NASDAQ Clean Edge index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ameresco, Inc. | Chairman, President & CEO | 2000–present | Founder; led expansion into energy services and renewable assets |
| Noresco | President & CEO | 1989–2000 | Grew ESCO business prior to Ameresco founding |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Association of Energy Service Companies (NAESCO) | Founding member; former President; current Director | — | Industry advocacy; standards and market development for ESCO industry |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 1,413,462 | 1,500,000 | 1,500,000 |
| Annual Bonus ($) | — | — (no AIP payout) | — (no CEO discretionary bonus) |
| Other Compensation ($) | 41,475 | 46,213 | 48,705 |
Notes:
- CEO received RSUs in 2023 ($424,467 grant-date fair value) as part of retention actions; no RSUs granted in 2024 .
- Perquisites include exclusive personal use of a company-owned vehicle; 2024 vehicle-related cost recognized was $32,430 (within $48,705 total other comp) .
Performance Compensation
Annual Incentive Program (Corporate Goals – FY 2024)
| Goal | Weight | Target (2024) | Result (2024) | Achievement % | Payout % | Weighted Payout |
|---|---|---|---|---|---|---|
| Revenue | 15.0% | $1.71B | $1.77B | 104% | 100% | 15.0% |
| Adjusted EBITDA | 25.0% | $225M | $206.4M (50% of AEG gain excluded) | 92% | 61% | 15.0% |
| Operating expense reduction | 5.0% | $165.3M | $154.4M (50% AEG costs excluded) | 107% | 100% | 5.0% |
| Project Solutions Sales | 10.0% | $1.24B | $2.44B | 197% | 100% | 10.0% |
| DG EPC/PPA Sales | 10.0% | 205 MW | 1,579.6 MW | 770% | 100% | 10.0% |
| Project Solutions Awards | 10.0% | $1.13B | $2.19B | 194% | 100% | 10.0% |
| Energy assets in operation | 20.0% | 200 MWe | 235 MWe | 118% | 100% | 20.0% |
| Update three-year plan | 2.5% | — | — | 100% | 100% | 2.5% |
| Ameresco Impact Goals | 2.5% | — | — | 100% | 100% | 2.5% |
| Total | 100% | — | — | — | — | 90.0% |
Note: Despite strong aggregate achievement (90%), the Compensation Committee awarded no discretionary bonus to the CEO for 2024; modest bonuses were paid to other NEOs .
2022–2024 Performance-Based Options (3-year cumulative)
| Metric | Cumulative Target | Cumulative Result | Achievement |
|---|---|---|---|
| Revenue ($M) | 4,975 | 4,969 | 100% |
| Adjusted EBITDA ($M) | 765 | 593 | 78% |
| Return on Equity (%) | 14% | 6% | 43% |
| Project Solutions Sales ($M) | 3,050 | 4,778 | 157% |
| DG EPC/PPA Sales (MWe) | 600 | 526 | 88% |
| Project Solutions Awards ($M) | 3,400 | 5,509 | 162% |
| Energy assets in operation (MWe) | 330 | 406 | 123% |
Outcome: Minimum 80% combined threshold was not met; 2022 performance options were cancelled without vesting (including CEO’s 500,000-share grant at $77.68 strike) .
Vesting mechanics:
- Time-based options: 20% annually over 5 years .
- RSUs: 25% vesting every 6 months over 2 years .
- Performance options: single cliff after 3-year cumulative period with scaled vesting from 2% at 80% achievement up to 100% at 100% achievement .
Equity Ownership & Alignment
| Holding Detail (as of 3/31/2025) | Class A Shares | Class A % | Class B Shares | Class B % | Total Voting Power % |
|---|---|---|---|---|---|
| George P. Sakellaris (beneficial) | 2,901,097 | 8.2% | 18,000,000 | 100.0% | 74.2% |
| Directors & officers (12 persons) | 5,652,606 | 15.6% | 18,000,000 | 100.0% | 75.8% |
Breakdown (CEO):
- Includes 620,000 Class A options exercisable within 60 days, 200,000 Class A held by spouse, 1,100,000 Class A held by the 2012 Delaware Dynasty Trust, and 5,338,391 Class A issuable upon conversion of Class B held by the CGS 2010 Irrevocable Trust; CEO may be deemed to share voting/dispositive power, but disclaims beneficial ownership of spouse/trust shares .
- Anti-hedging and pledging policy prohibits short sales and pledging, with limited exceptions requiring demonstrated repayment capacity; 10b5-1 plans permitted with cooling-off rules . Stock ownership guidelines require CEO to hold shares equal to 5x base salary; as of Jan 1, 2025, covered executives were in compliance .
Recent insider activity signals:
- 2024: CEO exercised no options; 4,918 RSUs vested (value realized $141,393) .
- 2023: CEO exercised 25,000 options (value realized $975,250) and 2,460 RSUs vested ($115,005) .
Outstanding equity (selected CEO positions at FY-end):
- As of Dec 31, 2024: Unexercised/Exercisable—150,000/100,000 at $43.00 (2021 grant), 320,000 at $13.37 (2019), 100,000 at $16.71 (2019); unearned 500,000 at $77.68 (2022 performance grant); unvested RSUs: 2,459 .
- As of Dec 31, 2023: Unvested RSUs: 2,460; unearned 500,000 at $77.68; multiple time-based tranches outstanding .
Employment Terms
- No severance agreements for NEOs; plans do not accelerate options upon termination events (retirement, resignation, constructive termination) .
- Clawback Policy: Recoup certain incentive compensation in event of a financial restatement .
- Stock Ownership Guidelines: CEO 5x base salary; compliance measured annually and in compliance as of 2024/2025 checkpoints .
- Anti-Hedging/Pledging: Prohibits hedging, short sales, pledging (limited exceptions); governs 10b5-1 plans with cooling-off and single-plan rules .
- Perquisites: Exclusive personal use of company-owned vehicle; costs included insurance, excise taxes, depreciation (e.g., $32,430 of vehicle cost recognized in 2024) .
Board Governance
- Board service: Class II director; term through 2027; dual role as Chairman & CEO; not independent under NYSE rules .
- Lead Independent Director: Joseph W. Sutton; duties include chairing executive sessions, facilitating communications, and agenda setting .
- Committees (independent members only): Audit (Chair: Wisneski; designated audit committee financial expert), Compensation (Chair: Sutton), Nominating & Governance (Chair: Miller); 2024 meetings: Audit 4, Compensation 1, Nominating 2 .
- Board activity: Met 7 times in 2024; each director attended at least 75% of board/committee meetings; all directors attended 2024 annual meeting .
- Director compensation: CEO receives no additional director compensation .
Director Compensation (Board Program Overview; CEO excluded)
| Component | Lead/Chair Retainer ($) | Member Retainer ($) | Annual RSU Grant ($) |
|---|---|---|---|
| Board | 20,000 | 70,000 | 135,000 (1-year cliff; accelerates on change-in-control) |
| Audit | 20,000 | 10,000 | — |
| Compensation | 15,000 | 6,000 | — |
| Nominating & Governance | 12,500 | 5,000 | — |
Compensation Peer Group (Benchmarking)
- FW Cook supported peer benchmarking; 2023/2024 peer set included Primoris Services, EnerSys, Tetra Tech, MYR Group, Sunrun, Itron, SunPower, Clearway Energy, NextEra Energy Partners, Bloom Energy, Fluence Energy, NV5 Global, Ormat Technologies, Plug Power, Argan, and Willdan Group .
Performance & Track Record (Company metrics during CEO tenure)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($) | 1,215,697,000 | 1,824,422,000 | 1,374,633,000 | 1,769,928,000 |
| EBITDA ($) | 144,153,000* | 187,383,000* | 150,807,000* | 172,022,000* |
Values retrieved from S&P Global.* Additional 2024 highlights noted by the Compensation Discussion & Analysis: record revenues +29% YoY; backlog growth; 241 MWe assets placed into operation .
Pay vs Performance context (select figures):
- Ameresco fixed-$100 TSR: 2024 = 134; 2023 = 181; 2022 = 327; 2021 = 465; 2020 = 299 .
- Adjusted EBITDA: 2024 = $225.3M; 2023 = $163.0M; 2022 = $204.5M; 2021 = $152.7M .
Equity Ownership & Pledging Policies (Alignment)
- CEO holds 100% of Class B shares conferring five votes per share, resulting in 74.2% total voting power (control/insulation from short-term pressures) .
- Anti-pledging policy with limited exceptions and prohibitions on derivatives and short sales .
- Stock ownership guidelines: CEO 5x base salary; compliance affirmed .
Related Party Transactions
- No related person transactions disclosed for CEO in 2024/2025 proxies; one related-party employment for the General Counsel’s spouse approved by Audit Committee (not CEO-related) .
Compensation Committee Analysis
- Compensation Committee members: Joseph W. Sutton (Chair), Claire Hughes Johnson, Jennifer Miller, Nickolas Stavropoulos; no interlocks or insider participation in the prior year .
- Annual incentive pool set by Committee; payouts require each corporate goal at ≥80% threshold with scaled payout architecture; AIPP eliminated in 2025 after no funding for 2023 .
Investment Implications
- Alignment: Heavy reliance on multi-year performance options ties realized pay to cumulative EBITDA and asset deployment; cancellation of 2022 performance options despite top-line strength underscores stricter pay-for-performance design .
- Control/retention: CEO’s 74.2% voting power via Class B reduces governance risk of short-term activism but raises independence concerns tied to combined Chairman/CEO role; mitigated by Lead Independent Director and fully independent committees .
- Selling pressure: Minimal recent selling by CEO; no option exercises in 2024 and modest RSU vesting; 2023 option exercises occurred, but overall cadence appears contained; monitor Form 4s and any new 10b5-1 plans for changes .
- Incentive mix shift: Use of RSUs in 2023 to retain executives after no AIP payout, coupled with cancellation of performance options in 2025, suggests heightened emphasis on operational execution and cost discipline before equity awards translate to realized pay .