Charles W. Melko
About Charles W. Melko
Charles W. “Chuck” Melko is Executive Vice President, Chief Financial Officer and Treasurer of HA Sustainable Infrastructure Capital, Inc. (HASI), effective March 1, 2025 . He joined HASI in 2016 as Senior Vice President and Controller, served as Chief Accounting Officer since 2017, and became Treasurer in January 2021 . Prior to HASI, he was a Senior Manager in PwC’s National Professional Services Group focusing on complex financial instruments for energy clients; he holds a CPA license in West Virginia and Maryland and earned BS, MBA, and MS in Accountancy from Wheeling Jesuit University . Melko was 44 as of the company’s 2024 10‑K/A disclosures . HASI’s 2024 performance backdrop for executive pay-for-performance: Adjusted EPS rose 10% year-over-year to $2.45 vs. $2.23; GAAP EPS was $1.62 vs. $1.42; Adjusted NII increased 22% to $264 million; portfolio grew 6% to $6.6 billion and managed assets 11% to $13.7 billion; the quarterly dividend was increased to $0.42 for Q1 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HASI | Senior Vice President & Controller | 2016 | Led accounting and financial reporting function as foundation for internal management transition . |
| HASI | Chief Accounting Officer | 2017–2025 | Oversaw SEC reporting and controls; supported capital markets activity and programmatic financings . |
| HASI | Treasurer | Jan 2021–present | Led treasury and liquidity; co-signed and executed credit agreement amendments expanding revolving commitments . |
| HASI | Chief Financial Officer & Treasurer | Mar 1, 2025–present | CFO stewardship; articulated hedging approach and ROE trajectory on earnings calls; oversees financing structures (e.g., CCH1 JV leverage) . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP (PwC) | Senior Manager, National Professional Services Group | Prior to 2016 | Focused on complex financial instruments accounting for energy clients; deep technical foundation relevant to HASI’s clean energy portfolio . |
Fixed Compensation
| Component | Value/Term | Notes |
|---|---|---|
| Base Salary | $400,000 | Annual base per amended and restated employment agreement (effective with CFO transition) . |
| Target Annual Bonus | 110% of base salary | Payable in cash; determined by Compensation Committee against corporate and individual performance metrics . |
| Ownership Guideline | 3× base salary | Applies to non-CEO NEOs; 5-year compliance window; must retain 50% of equity grants until compliant . |
| Clawback Policy | In place | Company policy allows recoupment of incentive compensation upon certain restatements; applies to NEOs . |
| Hedging/Pledging | Prohibited | Equity transactions policy forbids hedging, margin accounts, and pledging of HASI securities by directors and officers . |
Performance Compensation
| Metric | Weighting | Target (100% payout) | Actual (2024) | Payout Mechanic | Vesting |
|---|---|---|---|---|---|
| Adjusted EPS | 75% | $2.34 | $2.45 | 200% of target upon achievement of $2.34–$2.45; actual was at 200% corporate component . | Annual cash incentive; equity grants may be used at Committee’s discretion; equity vests over time . |
| Adjusted ROE | 25% | 10.0% | 12.5% | 200% of target upon achieving 10.0%–11.0%; actual 12.5% drove 200% corporate component . | Annual cash incentive; equity grants may be used at Committee’s discretion; equity vests over time . |
Long-term equity incentive program design (program-level, applicable to NEOs including CFO eligibility):
- 50% performance-based LTIP units tied to three-year Relative TSR and Cumulative Adjusted EPS; earn-out ranges 50% (threshold) to 200% (outperform). Threshold/Target/Outperform levels: Cumulative Adjusted EPS $6.69/$7.38/$8.12; Relative TSR 30%/55%/80%; if Absolute TSR < 0, total units earned capped at 100% .
- 50% time-based LTIP units vesting in equal tranches (e.g., May 15, 2025; March 5, 2026 and 2027 for 2024 awards to NEOs), used as retention and alignment tool; HASI does not currently grant stock options as part of its program .
- Awards administered under the 2022 Plan (RSUs, LTIP units, OP units) with dividend equivalent and plan governance features; Compensation Committee oversight .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (shares) | % of Outstanding | As-Of Date | Notes |
|---|---|---|---|---|
| Charles W. Melko | 66,332 | <1% | April 7, 2025 | Beneficial ownership includes shares and rights as defined; percent marked as “*” (less than 1%) in proxy table . |
- Ownership guidelines: Non-CEO NEOs must hold 3× base salary; 5-year compliance window; retain 50% of net equity grants until compliant .
- Hedging/pledging: Company policy prohibits hedging, margin accounts, and pledging, reducing forced-sale and leverage risks .
- Recent insider selling: Third-party tracker indicates no Form 4 insider transactions by Melko over the past 18 months; last Form 4 referenced was in 2023 (SEC filings) .
Employment Terms
| Provision | Term |
|---|---|
| Employment Term | At-will; either party may terminate with at least 30 days’ notice . |
| Severance (without cause / good reason) | Accrued but unpaid comp; 12 months’ base salary; 100% of average annual bonus over prior three years; health benefits for 12 months (reduced if comparable benefits obtained); 100% vesting of unvested stock or stock-based awards . |
| Death/Disability | Accrued comp; upon death, prorated target annual bonus for year of termination; upon disability, target annual bonus; 100% vesting of unvested equity awards . |
| Change-of-Control (280G) | Modified cutback: Company determines whether after-tax outcome is better with payment and excise tax or cutback below safe harbor . |
| Restrictive Covenants | Standard confidentiality; non-compete/non-solicit apply during employment and 12 months post-termination . |
Performance & Track Record
- Financing execution and liquidity: As EVP & CFO, Melko executed Amendment No. 3 to HASI’s Credit Agreement adding $200 million incremental revolving commitments and reaffirming $1.55 billion total revolver; he signed as EVP & CFO across borrower and guarantor entities .
- Risk management: On Q1 and Q2 2025 earnings calls, he detailed HASI’s practice of funding assets initially with revolver liquidity and using hedges to lock in both short-term funding rates and longer-term takeouts, reducing interest rate risk; he also described ROE trends and rating agency treatment of JV leverage (CCH1) .
Compensation Structure Analysis
- Strong pay-for-performance linkage: CFO annual bonus is tied primarily (90%) to quantitative Adjusted EPS and Adjusted ROE metrics, with qualitative assessments for the remaining 10%; in 2024 corporate goals paid at 200% reflecting above-target outcomes .
- Equity-heavy mix and multi-year rigor: Program emphasizes variable/equity compensation, with long-term performance cycles across Relative TSR and cumulative Adjusted EPS, aligning executives with shareholder value drivers; company does not provide 280G gross-ups and maintains a clawback policy .
- Risk-mitigating governance: Stock ownership guidelines, clawback, and a prohibition on hedging/pledging reduce misalignment and selling pressure risks .
Quantitative Performance Context
| Metric | 2023 | 2024 |
|---|---|---|
| Adjusted EPS ($) | 2.23 | 2.45 |
| GAAP EPS ($) | 1.42 | 1.62 |
| Adjusted Net Investment Income ($mm) | 217 | 264 |
| Portfolio ($bn) | — | 6.6 |
| Managed Assets ($bn) | — | 13.7 |
| Dividend per Share (Q1 next year) | — | $0.42 (Q1 2025) |
Investment Implications
- Alignment and retention: CFO’s package (base $400k, target bonus 110% of salary, and full participation in LTIP) is tied to robust financial metrics and equity-based vesting; prohibitions on hedging/pledging and stock ownership guidelines further align incentives with long-term shareholder returns .
- Limited selling pressure signals: Policy bans pledging; third-party tracking shows no recent Form 4 sales by Melko in the last 18 months, reducing near-term insider overhang risk .
- Execution confidence: Melko’s demonstrated focus on hedging interest rate exposure and prudent leverage (e.g., CCH1 mechanics and rating agency treatment) supports earnings quality and ROE trajectory; continued capital efficiency improvements should modestly lift ROE over time, per CFO commentary .
- Change-of-control economics: Modified 280G cutback and full acceleration of unvested awards upon qualifying termination suggest balanced protection with tax-efficient structures; non-compete/non-solicit terms aid retention and orderly transitions .