Mark Chiplock
AmerescoAbout Mark Chiplock
Mark A. Chiplock, age 55, is Ameresco’s Executive Vice President, Chief Financial Officer (CFO) and Chief Accounting Officer, effective August 31, 2024 . He previously served as Senior Vice President and Chief Accounting Officer (2022–2024), Vice President and Chief Accounting Officer (2019–2022), interim CFO (2018–2019), and Corporate Controller (2014–2019), and earlier was Vice President, Finance at GlassHouse Technologies (2012–2014) . Company performance during 2024 included record revenue growth of 29% year-over-year and adjusted EBITDA of $225.3 million, underscoring the pay-for-performance framework governing NEO compensation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ameresco, Inc. | EVP, CFO & Chief Accounting Officer | Aug 31, 2024–present | Elevated to CFO; responsible for finance, accounting, and reporting; option grant tied to role; continued CAO duties . |
| Ameresco, Inc. | SVP, Chief Accounting Officer | Feb 2022–Aug 2024 | Led accounting; prepared for CFO transition . |
| Ameresco, Inc. | VP, Chief Accounting Officer | Jul 2019–Feb 2022 | Oversaw accounting and reporting . |
| Ameresco, Inc. | Interim CFO & Treasurer; Chief Accounting Officer | Oct 2018–Jul 2019 | Bridged CFO role; maintained accounting leadership . |
| Ameresco, Inc. | Corporate Controller | Jun 2014–Jul 2019 | Built controllership foundations . |
| GlassHouse Technologies | Vice President, Finance | Jun 2012–May 2014 | Data center infrastructure consulting; finance leadership . |
External Roles
No public company directorships or external board roles disclosed for Mr. Chiplock .
Fixed Compensation
| Component | 2024 value | Notes |
|---|---|---|
| Base salary (paid) | $390,551 | Prorated for 2024; salary increased upon CFO promotion . |
| Base salary (annualized as CFO) | $435,000 | Effective Aug 31, 2024 . |
| Bonus (AIP) | $60,000 | Discretionary award under Annual Incentive Program . |
| All other compensation | $16,800 | Includes $15,300 401(k) match and $1,500 group life insurance . |
| Total | $1,280,443 | Includes option award fair value (see below) . |
Performance Compensation
Annual Incentive Program (AIP) – Corporate Metrics and Achievement (2024)
| Metric | Weight | Target (2024) | Actual (2024) | Achievement % | Awarded achievement | Weighted awarded |
|---|---|---|---|---|---|---|
| Revenue | 15.0% | $1.71B | $1.77B | 104% | 100% | 15.0% |
| Adjusted EBITDA (excludes 50% of AEG gain) | 25.0% | $225M | $206.4M | 92% | 61% | 15.3% |
| Operating expense reduction | 5.0% | $165.3M | $154.4M | 107% | 100% | 5.0% |
| Project Solutions Sales | 10.0% | $1.24B | $2.44B | 197% | 100% | 10.0% |
| DG EPC/PPA Sales (MW) | 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 placed into operation (MWe) | 20.0% | 200 MWe | 235 MWe | 118% | 100% | 20.0% |
| Three-year plan update | 2.5% | 100% | 100% | 100% | 100% | 2.5% |
| Ameresco Impact Goals | 2.5% | 100% | 100% | 100% | 100% | 2.5% |
| Total weighted achievement | 90.0% |
Notes:
- The AIPP (secondary annual incentive pool) was not funded because multiple corporate goals did not reach 100% achievement; AIPP was eliminated in 2025 .
Long-Term Incentives
| Award | Grant date | Size | Exercise price | Vesting | Status |
|---|---|---|---|---|---|
| Stock options (time-based) | Mar 8, 2024 | 20,000 | $21.13 | 20% annually on grant anniversaries | Outstanding . |
| Stock options (time-based, promotion) | Aug 31, 2024 | 30,000 | $30.45 | 20% annually on grant anniversaries | Outstanding . |
| Performance options (3-year: 2022–2024) | Mar 10, 2022 | 50,000 | $77.68 | Based on cumulative 3-year goals | Canceled; goals not met . |
Performance outcomes (2022–2024 performance option):
- Cumulative targets vs results: Revenue $4,975M vs $4,969M (100%), Adjusted EBITDA $765M vs $593M (78%), ROE 14% vs 6% (43%), DG EPC/PPA 600 MWe vs 526 MWe (88%), Energy assets in operation 330 MWe vs 406 MWe (123%). Options were canceled with no vesting .
Vesting schedule detail (insider selling pressure lens):
- 20,000 options (3/8/2024): 4,000 vest each year on 3/8/2025, 3/8/2026, 3/8/2027, 3/8/2028, 3/8/2029, subject to service .
- 30,000 options (8/31/2024): 6,000 vest each year on 8/31/2025, 8/31/2026, 8/31/2027, 8/31/2028, 8/31/2029, subject to service .
Equity Ownership & Alignment
| Item | Value | Detail |
|---|---|---|
| Total beneficial ownership | 64,709 Class A shares | Includes 64,001 underlying options exercisable within 60 days of Mar 31, 2025; percent of Class A outstanding: “*” (<1%) . |
| RSUs unvested | 276 | From 3/17/2023 grant; RSUs vest 25% each six months over two years . |
| Options outstanding (selected) | 30,000 (8/31/2024); 20,000 (3/8/2024); 6,001 unexercisable + 6,000 exercisable (3/5/2021); 36,000 exercisable (8/6/2019); 15,000 exercisable (10/24/2018); 50,000 performance option (3/10/2022) canceled . | |
| Ownership guidelines | 3x annual base salary for EVPs/Section 16 officers; all covered executives were in compliance as of Jan 1, 2025 . | |
| Hedging/pledging | Hedging and short sales prohibited; pledging prohibited except limited exceptions with pre-approval; no pledges disclosed for Mr. Chiplock . | |
| Rule 10b5-1 plans | Allowed only when not in possession of MNPI; mandatory cooling-off period; single-plan restrictions . | |
| Clawback policy | Board-adopted; requires recoupment of certain incentive compensation in event of financial statement restatement . |
Employment Terms
- Appointment: Promoted to EVP, CFO (effective Aug 31, 2024); continues as principal accounting officer .
- Base salary: Increased to $435,000 effective Aug 31, 2024; eligible for Short-Term Incentive Bonus Plan .
- Equity award (promotion): Stock options for 30,000 shares at $30.45, vesting 20% annually over five years, subject to continued employment .
- Severance: Company has no severance agreements with any NEOs .
- Equity acceleration: Neither the 2010 nor 2020 stock incentive plans provide for acceleration of options upon termination events; performance options canceled when goals not met .
- Insider trading policy: Anti-hedging/pledging restrictions; 10b5-1 cooling-off and single-plan constraints .
- Officer exculpation: In 2025, board proposed and stockholders approved DGCL officer exculpation amendment to charter, within limits set by law (does not apply to derivative claims, loyalty breaches, bad faith, etc.) .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout mechanics | Mr. Chiplock 2024 payout |
|---|---|---|---|---|---|
| Revenue | 15% | $1.71B | $1.77B | Threshold at 80% yields 2%; scales to 100% at full achievement | $60,000 bonus under AIP . |
| Adjusted EBITDA | 25% | $225M | $206.4M | Scaled payout; AEG gain partially excluded | Included in corporate 90% weighted achievement . |
| Expense reduction | 5% | $165.3M | $154.4M | 100% awarded for overachievement | Included . |
| BD metrics (Sales/Awards) | 30% | See table | See table | 100% awarded for overachievement | Included . |
| Visibility (assets in service) | 20% | 200 MWe | 235 MWe | 100% awarded for overachievement | Included . |
| Strategic initiatives | 5% | 100% targets | 100% | 100% awarded | Included . |
Investment Implications
- Alignment and retention: Compensation is heavily equity-based with multi-year vesting; 2022–2024 performance options were canceled when cumulative EBITDA/ROE targets were missed, reinforcing pay-for-performance discipline. Recent time-based option grants tied to promotion create predictable vesting blocks that may contribute to periodic sell-to-cover flows but maintain alignment via continued service .
- Insider selling pressure: Next vesting dates are 3/8/2025 (4,000 options) and 8/31/2025 (6,000 options), building incremental exercisable supply over five years; RSUs vest semiannually per 2023 grant, though remaining unvested units were modest at year-end 2024 (276) .
- Governance and risk: No severance or single/double-trigger accelerations for options reduces golden-parachute risk; clawback policy and anti-hedging/pledging restrictions strengthen investor alignment. Officer exculpation aligned with peers but limited by DGCL carve-outs; not a waiver of derivative or loyalty claims .
- Execution backdrop: 2024 corporate outcomes were strong on revenue and development metrics, though large-project cost revisions (e.g., SCE) constrained EBITDA achievement and contributed to performance option non-vesting—highlighting project execution risk that directly impacts incentive payouts and potential insider sale timing .