Barry E. Welch
About Barry E. Welch
Barry E. Welch, 67, was appointed an independent director of HASI effective April 15, 2025, and serves on the Audit Committee and the Finance & Risk Committee. He is the former CEO of Atlantic Power Corporation and a long-time investment finance executive at John Hancock, with engineering and finance credentials (B.S.E. Mechanical & Aerospace Engineering, Princeton; MBA, Boston College). The board has affirmatively determined he is independent under NYSE standards and HASI’s Independence Standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atlantic Power Corporation (NYSE: AT) | Chief Executive Officer; Director | CEO: 2004–2014; Director: 2006–2014 | Led independent power operations across U.S. and Canada |
| John Hancock Bond & Corporate Finance Group | SVP & Head, Bond & Corporate Finance; various roles | 1989–2004 (SVP/Head: 2001–2004) | Ran corporate finance; capital markets leadership |
| TransMontaigne Partners (NYSE: TLP) | Director | 2016–2019 | Chair, Conflicts Committee; Audit Committee member |
| Novatus Energy | Audit Committee Chair | 2016–Jan 2023 | Oversight until merger forming Onward Energy |
| Southwest Generation | Chair of the Board | 2018–Jan 2023 | Led board prior to merger into Onward Energy |
External Roles
| Organization | Role | Since | Scope/Committees |
|---|---|---|---|
| Onward Energy (portfolio co., JPM IIF) | Director; Chair | Director: Jan 2023; Chair: Jan 2024 | Oversees renewables portfolio governance |
| Aspen Power | Director; Audit Committee member | Mar 2023 | Distributed generation solar; audit oversight |
Other current public company boards: 0 (as disclosed) .
Board Governance
- Committee assignments: Audit Committee member; Finance & Risk Committee member .
- Independence: Affirmatively determined independent (ten of twelve directors independent, including Welch) .
- Appointment/tenure: Board expanded to 12; Welch appointed April 15, 2025; did not participate in the 2024 Audit Committee report period .
- Lead independent director structure and executive sessions: Four annual executive sessions; robust independent oversight .
- Committee mandates relevant to Welch’s roles:
- Audit: Oversees external auditors, financial reporting integrity, internal controls, and parts of risk management .
- Finance & Risk: Oversees financing policies, interest rate/credit/cyber risks, insurance coverage .
| Meetings (2024) | Number | Attendance |
|---|---|---|
| Board of Directors | 8 | 95% |
| Audit Committee | 9 | 100% |
| Compensation Committee | 8 | 100% |
| Finance & Risk Committee | 5 | 100% |
| NGCR Committee | 5 | 90% |
Note: Welch joined in 2025; the 2024 attendance metrics reflect the prior board composition; the Audit Committee report notes Welch did not participate in that period .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (independent director) | $110,000 | Paid quarterly in arrears |
| Lead Independent Director incremental retainer | $35,000 | Increased to $35k for 2025 |
| Committee Chair incrementals | Audit/Comp: $25,000; NGCR/Finance & Risk: $15,000 | Applied to chairs; Welch is not disclosed as chair |
| Chair of the Board incremental retainer (2025) | $100,000 | Applies to Chair role (not Welch) |
- Directors can elect equity in lieu of cash compensation annually .
- Welch was appointed April 15, 2025 and had not received director grants as of the April 7, 2025 record date .
Performance Compensation
| Metric/Grant | Value/Terms | Vesting/Notes |
|---|---|---|
| Annual equity grant (independent directors) | $145,000 | Historically in LTIP units |
| 2024 director LTIP grants (context) | 6,126 LTIP units valued at $31.79 per unit for most directors; Osgood: 11,829 | 2024 LTIPs vest on June 6, 2025 (director program) |
- No performance metrics are applied to independent director equity grants; they are time-based LTIP awards under the director program .
- As of the 2025 record date, Welch had not yet received director equity grants (appointment was after record date) .
Other Directorships & Interlocks
| Entity | Relationship to HASI | Interlocks/Conflicts Disclosure |
|---|---|---|
| Onward Energy; Aspen Power | External boards | No HASI related-party transactions involving Welch disclosed in proxy; conflicts subject to Code of Conduct review |
| TransMontaigne Partners; Atlantic Power | Prior public company boards/exec | Historical roles; no current interlocks disclosed |
Expertise & Qualifications
- Power/utility/natural resources industry experience; capital markets; risk management; strategic planning; M&A; corporate governance; CEO/senior leadership; financial services; commercial lending (skills matrix) .
- Education: B.S.E. Mechanical & Aerospace Engineering (Princeton); MBA in Finance (Boston College) .
Equity Ownership
| Holder | Shares Beneficially Owned (Apr 7, 2025) | Percent of Outstanding | Notes |
|---|---|---|---|
| Barry E. Welch | — | * | Record-date table shows “—”; Welch and Schulte had not received director grants as of record date; guideline compliance due by 2030 |
- Director stock ownership guideline: at least 5x annual cash retainer; five years to comply; for Welch, deadline is 2030 .
- Policy prohibits hedging, margin accounts, and pledging of company stock by directors/officers .
Governance Assessment
- Strengths: Independent status; deep power-generation and finance experience; audit and risk committee assignments aligned with expertise; strong board governance structures (separate Chair/CEO, majority independent, executive sessions) support effective oversight .
- Ownership alignment: As a new appointee, Welch had not established director grant-based holdings by the record date; he is subject to 5x-retainer ownership guidelines and must comply by 2030, with retention of 100% of equity grants until compliant—positive alignment mechanism though short-term alignment is limited until grants/accumulation occur .
- Compensation structure: Standard independent director cash retainer plus time-based LTIP grants; no performance metrics tied to director pay—consistent with market practice; risk of misalignment is mitigated by ownership guidelines and prohibition on hedging/pledging .
- Conflicts/related-party risk: Welch sits on boards of energy companies (Onward Energy; Aspen Power). The proxy discloses no related-party transactions with Welch and HASI; HASI’s conflicts policy requires pre-approval and oversight for any potential conflicts—monitor future transactions for interlocks or engagements with his affiliated entities .
- Attendance/engagement signal: 2024 board and committee attendance was strong; Welch joined in 2025 and did not participate in 2024 Audit Committee reporting period—monitor his attendance in 2025+ cycle .
Attempted insider Form 4 retrieval for “Barry Welch” (HASI) from 2024-01-01 to 2025-11-19 via the insider-trades skill failed due to API authorization error; given his April 2025 appointment and lack of record-date grants, recent Form 4 activity may be limited. If needed, re-run when access is restored.