Nickolas Stavropoulos
AmerescoAbout Nickolas Stavropoulos
Independent director of Ameresco since April 2019; age 67 as of March 31, 2025. Former President & COO of Pacific Gas and Electric Company (PG&E); earlier senior roles at National Grid, KeySpan, Colonial Gas and Boston Gas. Currently serves on Ameresco’s Audit and Compensation Committees and has been designated an “audit committee financial expert.” The board has determined he is independent under NYSE rules; he was re-elected as a Class III director at the June 4, 2025 annual meeting.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pacific Gas and Electric Company (PG&E) | President & COO | Mar 2017 – Sep 2018 | Also President, Gas (Aug 2015 – Feb 2017); EVP, Gas Operations (Jun 2011 – Aug 2015). PG&E and its parent filed Chapter 11 in Jan 2019 (post-tenure context). |
| National Grid | EVP & COO | 2007 – 2011 | Senior utility operations leadership. |
| KeySpan Energy Delivery | President | Prior to 2007 | Earlier senior leadership. |
| Colonial Gas; Boston Gas | Senior leadership roles | Prior to KeySpan | Early career leadership roles in gas utilities. |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Enterprise Bancorp | Director | Public | Current public company directorship. |
| TRC Companies | Director/Board member | Private | Listed among current private boards. |
| Picarro | Director/Board member | Private | Listed among current private boards. |
| Mosaic | Director/Board member | Private/Non-profit | Listed among current boards. |
| Bentley University | Director/Trustee | Non-profit/Academic | Listed among current boards. |
| Gas Technology Institute | Director/Trustee | Non-profit | Listed among current boards. |
Board Governance
- Board structure: Staggered, Class III director; term runs to 2028 after re-election on June 4, 2025. Votes for his election: 113,991,678 For; 1,066,242 Withheld; 5,517,666 broker non-votes.
- Independence: Board determined all directors except CEO George Sakellaris and EVP/GC David Corrsin are independent; all committee members are independent under NYSE and SEC rules.
- Committee assignments (as of April 10, 2025) and 2024 meetings:
- Audit Committee: Member; designated “audit committee financial expert.” Meetings in 2024: 4. Chair: Frank V. Wisneski.
- Compensation Committee: Member. Meetings in 2024: 1. Chair: Joseph W. Sutton.
- Nominating & Corporate Governance Committee: Not a member. Meetings in 2024: 2. Chair: Jennifer L. Miller.
- Attendance: Board met 7 times in 2024; each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting.
Fixed Compensation
| Component (Non-Employee Director Program) | Amount | Notes |
|---|---|---|
| Board annual cash retainer | $70,000 | Member retainer. |
| Audit Committee cash retainer (member) | $10,000 | Member fee (chair would be $20,000). |
| Compensation Committee cash retainer (member) | $6,000 | Member fee (chair would be $15,000). |
| 2024 Cash actually paid (Stavropoulos) | $86,000 | Matches $70k + $10k + $6k based on his committee memberships. |
Notes:
- No meeting fees; reasonable travel reimbursed; indemnification agreements in place. No other perquisites or retirement benefits for directors.
Performance Compensation
| Equity Component | Grant Policy/Value | Vesting/Other Terms |
|---|---|---|
| Annual RSU grant | Target grant-date fair value $135,000, determined by 30-trading-day average price pre-AGM; 2024 reported stock awards value for Stavropoulos: $169,495 | RSUs vest 100% on the anniversary of grant date; vest in full upon change in control. |
| Unvested RSUs at 12/31/2024 | 4,886 units (Stavropoulos) | Reported as of year-end 2024. |
No director equity is performance-vested; director RSUs are time-based and not tied to financial/ESG metrics.
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict | Disclosure |
|---|---|---|
| Enterprise Bancorp (public) | None disclosed with Ameresco customers/suppliers/consultants | Listed as current public directorship. |
| TRC Companies; Picarro; Mosaic; Bentley University; Gas Technology Institute | None disclosed | Listed among current private/non-profit boards; no related-party transactions disclosed involving Stavropoulos. |
Compensation Committee Interlocks: None—no member (including Stavropoulos) is a current/former Ameresco officer; no interlocking relationships disclosed.
Expertise & Qualifications
- 40+ years energy industry; deep U.S. natural gas utility operations, safety, regulatory affairs, IT, strategic planning, supply chain, finance, sales/business development, marketing.
- Audit Committee financial expert designation, satisfying SEC financial sophistication.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (Class A) | 75,225 shares; denoted “<1%” of Class A; total voting power “<1%.” |
| Of which: options exercisable within 60 days | 66,000 shares underlying options counted as beneficially owned (implies ~9,225 actual shares held). |
| Director options outstanding (12/31/2024) | 72,000 options; weighted-average exercise price $18.61. |
| Unvested RSUs (12/31/2024) | 4,886 units. |
| Pledging/Hedging | Insider trading policy prohibits directors from purchasing on margin or pledging Ameresco securities (limited exception process noted for executives), and prohibits short sales and derivative transactions. |
| Ownership guidelines | Directors must hold 5x annual cash retainer (RSUs count; options excluded); as of Jan 1, 2025, all covered individuals were in compliance. |
Insider trading arrangements:
- Adopted a Rule 10b5-1 trading plan on Sept 6, 2024 to sell up to 54,000 shares through Sept 6, 2025 or earlier completion/expiration.
Governance Assessment
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Strengths/signals supporting investor confidence
- Independent director with extensive utility operating experience; sits on both Audit and Compensation Committees; designated Audit Committee financial expert, enhancing financial oversight.
- Strong shareholder support in 2025 re-election (113,991,678 For vs. 1,066,242 Withheld).
- Board and committee attendance at or above expectations; 7 board meetings in 2024; each director ≥75% attendance.
- Clear director pay structure weighted toward equity; RSUs vest over one year; change-in-control acceleration disclosed; cash member retainers align with committee service.
- Robust governance policies: ownership guidelines (directors in compliance), anti-hedging/anti-pledging, and clawback policy (executive incentive comp).
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Potential risk indicators/considerations
- Rule 10b5-1 plan adopted in Sept 2024 for potential sale of up to 54,000 shares—pre-arranged and permissible, but indicates potential selling activity; monitor Form 4 filings for executions.
- Prior senior leadership at PG&E (2011–2018) before PG&E’s Jan 2019 Chapter 11 filing—contextual background; no Ameresco-related legal proceedings disclosed.
- Beneficial ownership is <1%; alignment mitigated by RSU grants and compliance with 5x retainer ownership guideline.
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Related-party transactions and conflicts
- No related-party transactions disclosed for Stavropoulos; the only 2024 related-person disclosure involved the spouse of Ameresco’s GC (not a director transaction).
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Shareholder vote context
- 2025 AGM: stockholders re-elected Stavropoulos; ratified auditor; approved officer exculpation charter amendment.
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Committee effectiveness
- Audit Committee reviews internal controls, cybersecurity oversight, related-party transactions, and auditor independence; Stavropoulos named in the Audit Committee Report.
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Attendance and engagement
- All directors attended 2024 annual meeting; ≥75% meeting attendance standard met.