Charles M. O’Neil
About Charles M. O’Neil
Independent director at HA Sustainable Infrastructure Capital, Inc. (“HASI”) since 2013; age 72; currently Chair of the Finance and Risk Committee and member of the Nominating, Governance and Corporate Responsibility (NGCR) Committee . Former President, CEO and Chairman of ING Capital, LLC and Head of Structured Finance, Americas; BS in Finance (Penn State, 1974) and MBA in International Finance (Fordham, 1978) . Board determined him to be independent under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ING Capital, LLC | President, CEO, Chairman; Head of Structured Finance, Americas | ~20+ years; retired end of 2015 | Led largest operating unit; deep project/structured finance experience in energy-related projects |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | HASI proxy lists 0 other public company boards for O’Neil |
Board Governance
- Committee assignments: Chair, Finance & Risk; Member, NGCR .
- Independence: Affirmatively determined independent; board holds regular executive sessions led by the Lead Independent Director .
- Board attendance (2024): Board 95%; Audit 100%; Compensation 100%; Finance & Risk 100%; NGCR 90% .
- Risk oversight: Finance & Risk Committee oversees interest rate, counterparty/credit, capital availability/refinancing, certain environmental risks, insurance adequacy, and cybersecurity; Audit Committee consults on certain matters .
Fixed Compensation
| Component | 2022 | 2024 |
|---|---|---|
| Annual cash retainer (Director) | $100,000 | $110,000 |
| Committee chair fee (Finance & Risk) | $15,000 | $15,000 |
| Lead Independent Director/Chair premiums | Not applicable to O’Neil | Not applicable to O’Neil |
| Equity grant (target) | $120,000 (LTIP units) | $145,000 (LTIP units) |
| Fees paid (O’Neil) | $115,000 | $125,000 |
| Stock awards (O’Neil) | $115,062 | $194,746 |
| Total (O’Neil) | $230,062 | $319,746 |
Notes:
- Directors may elect equity in lieu of cash; in 2024, all directors except Osgood elected cash (O’Neil elected cash) .
- Director fee structure and equity policy described in Compensation of Independent Directors .
Performance Compensation
- No performance-based metrics disclosed for non-employee directors; annual equity grants are LTIP units that vest on a defined schedule .
Annual Director LTIP Grant Details (2024):
| Metric | Value |
|---|---|
| LTIP units granted (O’Neil) | 6,126 units (granted to each of Armbrister, O’Neil, Osborne; among others) |
| Grant date fair value | $31.79 per unit (closing price; ASC 718 valuation) |
| Vesting | Vests on June 6, 2025 (time-based) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | 0 |
| Interlocks | Compensation Committee comprised solely of independent directors; no comp committee interlocks; Pay Governance engaged as independent consultant . |
Expertise & Qualifications
- Over 40 years in structured/project finance focused on energy-related projects and senior leadership at a major international bank; qualifies for capital markets and risk oversight roles .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Apr 7, 2025) | 44,981 shares; less than 1% |
| Unvested LTIP units (Dec 31, 2024) | 6,126 unvested LTIP units |
| Ownership guidelines | Directors must hold ≥5x cash retainer; compliance deadline 5 years; O’Neil had met thresholds as of Apr 7, 2025 |
| Hedging/pledging | Prohibited from hedging, margin accounts, or pledging company stock |
Insider Trades
| Filing Date | Transaction Date | Type | Securities Transacted | Price | Post-Transaction Ownership | Security | Source |
|---|---|---|---|---|---|---|---|
| 2025-06-06 | 2025-06-04 | Award (A) | 5,166 | $0.00 | 27,234 | LTIP Units | |
| 2025-02-12 | 2024-12-31 | Annual Form 5 | — | — | 22,913 | Common Stock |
Data via Form 4/5 filings; positions reflect post-transaction “securitiesOwned” from filings (director capacity). Source: insider-trades skill output.
Governance Assessment
- Strengths: Independent status; chairs Finance & Risk (core risk oversight including cybersecurity); strong board-level attendance metrics; ownership aligned with robust director stock ownership guidelines; no related-party transactions disclosed; restrictions on hedging/pledging/margin accounts enhance alignment .
- Compensation alignment: Mix of cash and time-based LTIP units; increase in equity grant size from 2022 to 2024 supports long-term alignment; no meeting fees or discretionary awards noted; standard chair fee applied .
- Conflicts/Red Flags: None disclosed; related transactions governed by policy; personal loans prohibited; company maintains whistleblower and code of conduct frameworks; no pledging or hedging allowed .
- Implications: O’Neil’s long energy finance background and current role as Finance & Risk Chair provide credible oversight of funding, interest rate, and cybersecurity risk—key areas for HASI’s capital-intensive climate investment strategy. Ownership compliance and equity grants support investor confidence through skin-in-the-game while policy guardrails reduce conflict risk .