Nicole Bulgarino
AmerescoAbout Nicole Bulgarino
Nicole A. Bulgarino, age 52, is President – Federal Solutions and Utility Infrastructure at Ameresco (AMRC). She was promoted to this role in October 2024 after serving as EVP & GM, Federal Solutions since May 2017; she has been with Ameresco since 2004 and additionally took on oversight of battery energy storage systems and operations in Hawaii/Alaska in 2023 . Under the executive team’s stewardship in 2024, Ameresco delivered record revenue (+29% YoY), expanded total project backlog to $4.8B (+24% YoY), and placed a record 241 MWe of energy assets in operation; Adjusted EBITDA for 2024 was $225.3M . The company applied a rigorous pay-for-performance framework: the 2022–2024 performance stock options failed to meet cumulative targets and were cancelled without vesting .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ameresco | President – Federal Solutions and Utility Infrastructure | Oct 2024 – Present | Expanded remit includes Federal Solutions, utility infrastructure; leadership of key growth vectors |
| Ameresco | EVP & GM, Federal Solutions | May 2017 – Oct 2024 | Led federal segment; in 2023 also oversaw BESS and operations in Hawaii and Alaska |
| Ameresco | SVP & GM, Federal Solutions | May 2015 – May 2017 | Senior leadership of federal solutions business |
| Ameresco | Various management roles | 2004 – 2015 | Progressive leadership within Ameresco since 2004 |
External Roles
- No external public company directorships or committee roles for Ms. Bulgarino are disclosed in the proxy .
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annualized Base Salary at year-end ($) | — | — | 475,000 |
| Salary Paid ($) | 421,338 | 443,033 | 466,090 |
| Target bonus % | Not disclosed; bonuses funded from an annual pool, determined by corporate and individual goals | ||
| Actual Bonus Paid ($) | 20,000 | — | 60,000 |
| All Other Compensation ($) | 16,740 | 16,740 | 16,800 |
| Total Compensation ($) | 1,409,203 | 510,690 | 1,530,370 |
Notes
- Executive annual incentive plan uses a total bonus pool with payouts based on achievement against corporate and individual goals; it does not use a fixed target % of salary .
Performance Compensation
Annual Incentive Structure and 2024 Outcomes
- Payouts are based on corporate and individual goals; each corporate goal must reach at least 80% to fund, with a sliding scale from 2% (at 80% attainment) up to 100% (at ≥100% attainment) .
- 2024 corporate scorecard achieved 90.0% weighted attainment; the Committee awarded bonuses to executives, including $60,000 to Ms. Bulgarino. The separate AIPP pool was not funded for 2024 and was eliminated in 2025 .
| Metric (2024) | Weight | Target | Result | Achievement % | Awarded Achievement | Weighted Awarded Achievement |
|---|---|---|---|---|---|---|
| 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% | 15.0% |
| Reduce Operating Expenses | 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 | $2.19B | 194% | 100% | 10.0% |
| Energy Assets Placed in Operation | 20.0% | 200 MWe | 235 MWe | 118% | 100% | 20.0% |
| Strategic Initiatives: 3-year plan | 2.5% | — | 100% | — | 100% | 2.5% |
| Strategic Initiatives: Impact goals | 2.5% | — | 100% | — | 100% | 2.5% |
| Total | 100% | — | — | — | — | 90.0% |
AIPP (additional annual incentive) funding table and outcome (not funded for 2024; program eliminated in 2025) .
Long-Term Equity and Vesting
- Program design: time-based stock options vest 20% annually over 5 years; RSUs vest in semi-annual tranches over 2 years; performance-based options measured cumulatively over three-year periods .
- 2022–2024 Performance Options: Cumulative targets for Adjusted EBITDA and ROE were not met; all 2022 performance options were cancelled without vesting in Feb 2025 .
Cumulative results for 2022–2024 performance options:
| Metric (3-yr) | Cumulative Target | Cumulative Result | Achievement |
|---|---|---|---|
| Revenue ($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 ($M) | 3,400 | 5,509 | 162% |
| Energy Assets in Operation (MWe) | 330 | 406 | 123% |
2024 equity grants to Ms. Bulgarino:
| Grant Date | Type | Shares | Exercise Price | Vesting | Grant Date FV ($) |
|---|---|---|---|---|---|
| 3/8/2024 | Stock option | 25,000 | $21.13 | 20% annually on each anniversary | 317,132 |
| 11/14/2024 | Stock option | 40,000 | $26.78 | 20% annually on each anniversary | 670,348 |
2024 realized activity:
- Options exercised by Ms. Bulgarino: none in 2024 .
- RSUs vested: 590 shares; value realized $16,963 (based on vest-date closing prices) .
Equity Ownership & Alignment
- Beneficial ownership: 257,282 Class A shares as of March 31, 2025 (<1%); includes 199,736 options exercisable within 60 days .
- Outstanding and unvested awards (12/31/2024):
- Unexercisable: 40,000 options (11/14/2024, $26.78), 25,000 options (3/8/2024, $21.13), 12,000 (3/4/2022, $63.19), 20,000 (3/5/2021, $43.00), 7,000 (3/5/2020, $22.53); 50,000 “unearned” performance options from 3/10/2022 were later cancelled in Feb 2025 .
- Exercisable legacy options include tranches from grants dated 3/3/2015 ($6.53), 3/9/2017 ($5.80), 2/2/2018 ($8.35), 8/6/2019 ($13.37), 3/5/2020 ($22.53), 3/5/2021 ($43.00), 3/4/2022 ($63.19) .
- Unvested RSUs outstanding: 295 units as of 12/31/2024 (12/31/2024 closing price $23.48 used for market value in the table) .
- Stock ownership guidelines: executives must hold 3x base salary (CEO 5x); options excluded from calculation; compliance measured annually using 90-day average price. As of Jan 1, 2025, each covered individual was in compliance (implies Ms. Bulgarino is compliant) .
- Hedging/pledging: Company prohibits hedging and short sales; pledging is prohibited except by exception if the officer can repay without resort to pledged shares; 10b5-1 plan adoption requires a cooling-off period and executives generally may not have multiple plans simultaneously .
Employment Terms
- Severance/COC: Ameresco discloses no severance agreements with NEOs; the 2010/2020 equity plans do not provide for option acceleration upon termination events (retirement, resignation, severance, constructive termination). No potential termination payments are reported for NEOs .
- Clawback: Board-adopted policy requires recoupment of certain incentive compensation in the event of a financial statement restatement .
- Insider trading and 10b5-1: Insider trading policy prohibits trading while in possession of MNPI; 10b5-1 plans require a cooling-off period and limit overlapping plans .
Multi-Year Compensation (Nicole A. Bulgarino)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 421,338 | 20,000 | — | 951,125 | 16,740 | 1,409,203 |
| 2023 | 443,033 | — | 50,917 | — | 16,740 | 510,690 |
| 2024 | 466,090 | 60,000 | — | 987,480 | 16,800 | 1,530,370 |
Performance & Track Record (Company context during her leadership scope)
- 2024 company performance: revenue +29% YoY (record); backlog +24% YoY to $4.8B; contracted backlog +92% YoY; 241 MWe assets placed in operation .
- Pay versus performance (context): Ameresco’s 2024 Adjusted EBITDA $225.3M; company TSR (from a 2019 base) stood at 134 vs 142 for the NASDAQ Clean Edge index; see proxy for five-year CAP/TSR relationships .
Compensation Structure Analysis (signals)
- High at-risk mix: significant equity and performance linkage; 2022 performance options across NEOs cancelled for not meeting 3-year goals—evidence of rigor .
- Annual incentive funded at 90% on corporate scorecard; executives received modest cash bonuses; AIPP not funded and subsequently eliminated—reduces risk of overlapping short-term incentives .
- Option-heavy LTI: 2024 grants with 5-year ratable vesting create multi-year retention hooks and staggered potential exercise windows .
Risk Indicators & Red Flags
- Pledging/hedging: prohibited (pledging allowed only by exception); no pledging by Ms. Bulgarino is disclosed .
- Say-on-pay and shareholder feedback: not specifically reported for 2024/2025 in the extracted sections; pay program was refined following investor engagement in 2024 .
- Related-party transactions: none involving Ms. Bulgarino are disclosed; one employment relationship for another officer’s spouse was reviewed/approved by the Audit Committee .
Equity Ownership Snapshot (as of 3/31/2025 unless noted)
| Holder | Class A Shares Beneficially Owned | % Class A | Class B | % Class B | Notes |
|---|---|---|---|---|---|
| Nicole A. Bulgarino | 257,282 [includes 199,736 options exercisable within 60 days] | <1% | — | — | Executive officer; meets ownership guidelines as of 1/1/2025 |
Investment Implications
- Alignment: Ms. Bulgarino’s compensation is heavily performance- and equity-based, with tough triggers (2022–2024 performance options fully forfeited), indicating strong alignment and reduced windfall risk .
- Retention vs. selling pressure: 2024 option grants (25k at $21.13; 40k at $26.78) vest over five years; she did not exercise options in 2024 and had minimal RSU vesting—suggesting limited near-term selling pressure from her activity; future vesting may create orderly sell-to-cover flows under policy and potential 10b5-1 plans .
- Governance risk: No severance protections and no automatic option acceleration on termination reduce potential “golden parachute” costs but could increase talent mobility risk in stress scenarios; clawback and anti-hedging/pledging policies strengthen shareholder alignment .
- Performance levers: Annual incentives emphasize revenue, Adjusted EBITDA, sales/awards, and assets placed into operation; 2024 scorecard achieved 90%, with notable overachievement in sales/awards and energy assets, reinforcing focus on backlog build and asset deployment—key drivers for Ameresco’s valuation and cash generation trajectory .