Michael Bakas
AmerescoAbout Michael Bakas
Michael T. Bakas, age 56, is President – Renewable Fuels at Ameresco (promoted October 2024). He previously served as EVP, Distributed Energy Systems (Nov 2017–Oct 2024) and SVP, Renewable Energy (Mar 2010–Nov 2017), having held various roles since joining Ameresco in 2000 . Company performance context for the latest year: Ameresco delivered record 2024 revenue with +29% YoY growth, expanded total project backlog +24% to $4.8B, and placed a record 241 MWe in operation; contracted backlog rose +92% YoY . Pay-versus-performance disclosures show 2024 Ameresco TSR index value of 134 (from a Dec-2019 $100 base), net income of $53.94M, and adjusted EBITDA of $225.34M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ameresco | President – Renewable Fuels | Oct 2024–Present | Leads renewable fuels portfolio execution and growth |
| Ameresco | EVP, Distributed Energy Systems | Nov 2017–Oct 2024 | Drove distributed generation strategy and execution |
| Ameresco | SVP, Renewable Energy | Mar 2010–Nov 2017 | Led renewable energy initiatives across the portfolio |
| Ameresco | Various roles (joined in 2000) | 2000–2010 | Long-tenured operator across energy services |
External Roles
- No external directorships or outside roles disclosed for Mr. Bakas in the proxy .
Fixed Compensation
Multi-year compensation (reported):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 417,704 | 442,405 | 466,090 |
| Bonus | 20,000 | — | 60,000 |
| Stock Awards (RSUs fair value) | — | 50,917 | — |
| Option Awards (grant-date fair value) | 1,051,997 | — | 987,480 |
| All Other Compensation | 16,740 | 16,740 | 16,800 |
| Total | 1,506,441 | 510,062 | 1,530,370 |
Additional 2024 base salary detail:
- Annualized base salary at Dec 31, 2024: $475,000 .
Performance Compensation
Annual Incentive Program (Corporate goals used to fund the bonus pool and to evaluate CEO; other NEOs’ individual goals aligned by business unit):
| Metric | Weight | Target (2024) | Result (2024) | Achievement % | Awarded Achievement | Weighted Awarded Achievement |
|---|---|---|---|---|---|---|
| Revenue | 15.0% | $1.71B | $1.77B | 104% | 100% | 15% |
| Adjusted EBITDA | 25.0% | $225M | $206.4M (AEG gain partially excluded) | 92% | 61% | 15% |
| Operating expense reduction | 5.0% | $165.3M | $154.4M | 107% | 100% | 5% |
| Project Solutions Sales | 10.0% | $1.24B | $2.44B | 197% | 100% | 10% |
| DG EPC/PPA Sales | 10.0% | 205 MW | 1,579.6 MW | 770% | 100% | 10% |
| Project Solutions Awards | 10.0% | $1.13B | $2.19B | 194% | 100% | 10% |
| Energy assets placed in operation | 20.0% | 200 MWe | 235 MWe | 118% | 100% | 20% |
| Update three-year plan | 2.5% | — | — | 100% | 100% | 2.5% |
| Ameresco Impact goals | 2.5% | — | — | 100% | 100% | 2.5% |
| Total Corporate Achievement | — | — | — | — | — | 90.0% |
- Discretionary design: Committee awarded modest discretionary bonuses to NEOs; Mr. Bakas received $60,000 for 2024 .
- AIPP program: Not funded for 2024 as ≥100% thresholds were not met across metrics; AIPP eliminated going forward in 2025 .
Performance options vesting outcomes:
| Metric (3-year cumulative, 2022–2024) | Target | Result | Achievement |
|---|---|---|---|
| Revenue ($M) | 4,975 | 4,969 | 100% |
| Adjusted EBITDA ($M) | 765 | 593 | 78% |
| ROE (%) | 14% | 6% | 43% |
| Project Solutions Sales ($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 placed in operation (MWe) | 330 | 406 | 123% |
- Result: 2022 performance options did not meet cumulative goals and were cancelled without vesting .
Equity Ownership & Alignment
Beneficial ownership and equity:
| Item | Detail |
|---|---|
| Class A beneficial ownership | 158,634 shares; less than 1% of Class A outstanding as of Mar 31, 2025 |
| Options exercisable within 60 days | 146,750 shares included in beneficial ownership footnote |
| RSUs outstanding (12/31/2024) | 295 RSUs; market value $6,927 at $23.48 close |
| Option exercises in 2024 | 5,750 shares; value realized $111,733 |
| RSUs vested in 2024 | 590 shares; value realized $16,963 |
| Ownership guidelines | Executives: 3x annual base salary for EVPs; compliance measured annually; as of Jan 1, 2025, each covered individual was in compliance |
| Anti-hedging/pledging | Hedging prohibited; pledging prohibited except by exception where officer demonstrates capacity to repay without pledged securities |
| Rule 10b5-1 plans | Allowed with cooling-off and restrictions; trades only after cooling-off; multiple plans generally not permitted simultaneously |
Equity grants and vesting schedule (2024):
| Grant Date | Options (#) | Exercise Price | Vesting | Fair Value |
|---|---|---|---|---|
| Mar 8, 2024 | 25,000 | $21.13 | 20% annually over 5 years | $317,132 |
| Nov 14, 2024 | 40,000 | $26.78 | 20% annually over 5 years | $670,348 |
Select outstanding options (12/31/2024):
| Category | Exercisable | Unexercisable | Exercise Price | Grant Date | Expiration |
|---|---|---|---|---|---|
| 2024 grant | — | 25,000 | $21.13 | 3/8/2024 | 3/7/2034 |
| 2024 grant | — | 40,000 | $26.78 | 11/14/2024 | 11/13/2034 |
| 2022 perf. option (cancelled) | — | 50,000 | $77.68 | 3/10/2022 | 3/10/2032 |
| 2021 time-based | 30,000 | 20,000 | $43.00 | 3/5/2021 | 3/4/2031 |
Insider selling pressure assessment:
- 2024 activity shows modest exercises and RSU vesting (5,750 options exercised; 590 RSUs vested), suggesting limited near-term sell pressure tied to personal liquidity events; anti-hedging/pledging policy further mitigates alignment risks .
Employment Terms
- Severance: Ameresco has no severance agreements with any NEOs; no potential payments upon termination are reported .
- Equity acceleration: 2010/2020 stock incentive plans do not provide acceleration of options for termination events (retirement, resignation, severance, constructive termination) . Director RSUs vest in full upon change of control; no executive RSU grants in 2024 .
- Clawback: Board-adopted Clawback Policy requires recoupment of certain incentive compensation upon a financial restatement .
- Insider trading policy: Comprehensive policy with restrictions on hedging, pledging, short sales, and use of derivatives; limited exception for pledging with demonstrated capacity .
- Compensation governance: Compensation Committee oversees executive pay; uses peer benchmarking with FW Cook and a defined peer group (Primoris, EnerSys, Tetra Tech, MYR Group, Sunrun, Itron, SunPower, Clearway Energy, NextEra Energy Partners, Bloom Energy, Fluence, NV5 Global, Ormat, Plug Power, Argan, Willdan) .
Investment Implications
- Pay-for-performance alignment: Cancellation of 2022 performance options underscores discipline; 2024 bonuses for NEOs were modest and discretionary, reflecting mixed performance (strong revenue, BD/outcomes; adjusted EBITDA below target partly due to project issues) .
- Retention and incentive structure: Significant at-risk equity via multi-year vesting options and cumulative performance measurement supports long-term orientation; 2024 promotions and option grants broaden scope and retention incentives for Bakas in Renewable Fuels .
- Ownership alignment and risk controls: Beneficial ownership, stock ownership guideline compliance (3x salary), and strict anti-hedging/pledging policy reduce misalignment and pledging risks; limited 2024 exercises and RSU vesting suggest low selling pressure .
- Execution risk: Proxy acknowledges challenges on two large projects impacting results; continued focus on EBITDA and ROE in performance frameworks should drive more balanced growth (2022–2024 cumulative EBITDA and ROE goals were missed) .