Clarence D. Armbrister
About Clarence D. Armbrister
Independent director at HA Sustainable Infrastructure Capital, Inc. (“HASI”) since 2021; age 67. Former President of Johnson C. Smith University (2018–2023) and Girard College (2012–2017), with earlier senior roles in municipal finance, higher education administration, and law. Education: BA in Political Science & Economics, University of Pennsylvania (1979); JD, University of Michigan Law School (1982) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson C. Smith University | President | Jan 2018 – Jun 2023 | Led university operations and strategy |
| Girard College | President | 2012 – 2017 | Institution leadership through operational transitions |
| City of Philadelphia (Mayor’s Office) | Chief of Staff to Mayor Michael Nutter | 2008 – 2011 | Citywide executive oversight |
| Temple University | SVP Administration; EVP & COO | 2003 – 2007 | Senior administrative and operational leadership |
| PaineWebber / UBS PaineWebber (Municipal Securities Group) | VP/Director | 1999 – 2003 | Municipal finance and capital markets |
| Temple University Beasley School of Law | Adjunct Faculty | 1997 – 1998 | Legal education |
| School District of Philadelphia | Managing Director | 1996 – 1998 | District management |
| City of Philadelphia | City Treasurer | 1994 | Public finance stewardship |
| Saul, Ewing, Remick & Saul (Saul Ewing LLP) | Associate; Partner | 1982 – 1994 | Legal practice (education, law, finance exposure) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Health Partners Plans Inc. | Audit Committee Chair; Compensation Committee Member | Since 2016 | Financial oversight; compensation governance |
| Devereux Advanced Behavioral Health | Trustee; Board Chair | Trustee; Chair elected Nov 2023 | Behavioral health nonprofit governance |
| Charlotte Regional Business Alliance | Director (former) | n/a | Regional economic development leadership |
| National Adoption Center | Director (former) | n/a | Nonprofit governance |
| Community College of Philadelphia | Trustee (former) | n/a | Education oversight |
| Other public company boards | None | — | 0 current public boards |
Board Governance
| Item | Detail |
|---|---|
| Board service | Independent Director since 2021 (4 years as of 2025) |
| Independence | Board affirmed independence (10 of 12 directors, includes Armbrister) |
| Committees | Nominating, Governance & Corporate Responsibility (NGCR) – Member; Finance & Risk – Member |
| Committee scope | NGCR: ESG oversight, human capital, succession, governance; Finance & Risk: interest rate, credit/counterparty, capital availability, refinancing, environmental, insurance, cybersecurity risk oversight |
| Meeting cadence & attendance (2024 aggregate) | Board: 8 meetings, 95% attendance; Audit: 9, 100%; Compensation: 8, 100%; Finance & Risk: 5, 100%; NGCR: 5, 90% |
| Executive sessions | Independent directors meet in executive session at least 4 times/year; led by Lead Independent Director |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024) | $110,000 | Standard independent director retainer |
| Chair/Lead/Committee chair fees | $0 | Not a chair; incremental chair fees apply to committee chairs and LID only |
| Reimbursements | Actual expenses reimbursed; no separate benefit plans | |
| 2025 program changes | No change to base director cash/equity; Chair incremental retainer set at $100,000; Lead Independent Director retainer increased to $35,000 |
Director Compensation Table (2024 actual):
| Name | Fees Paid or Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Clarence D. Armbrister | 110,000 | 194,746 | 304,746 |
Performance Compensation (Director)
| Element | Grant detail | Vesting | Grant value |
|---|---|---|---|
| LTIP units (Operating Partnership) | 6,126 LTIP units granted in 2024 to non-employee directors | Vests on June 6, 2025 (time-based) | Grant date fair value $194,746 (valued at $31.79/share on grant) |
Notes:
- Directors may elect equity in lieu of cash compensation; Armbrister received cash fees; equity grants are time-based, not tied to performance metrics for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (0) |
| Notable nonprofit/corporate roles | Health Partners Plans Inc. (Audit Chair; Comp Member) ; Devereux Advanced Behavioral Health (Trustee; Chair Nov 2023) |
| Interlocks/conflicts | No disclosed related-party transactions; board-level conflicts policy in place |
Expertise & Qualifications
- Risk management, capital markets, financial services, strategic planning, corporate governance, human capital management; senior leadership experience reflected in the board skills matrix .
- Education: BA, University of Pennsylvania (1979); JD, University of Michigan Law School (1982) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Apr 7, 2025) | 16,586 shares; <1% of outstanding | |
| Unvested director LTIP units at 12/31/2024 | 6,126 LTIP units (time-based) | |
| Stock ownership guidelines (directors) | Required ≥5× annual cash retainer; compliance deadline for Armbrister: 2026 | |
| Hedging/pledging | Prohibited by Company policy for directors/officers |
Governance Assessment
- Committee alignment: Finance & Risk membership places Armbrister directly in risk oversight of interest rate, credit/counterparty, refinancing, environmental, insurance, and cybersecurity—core to HASI’s business model. NGCR role adds ESG, succession, and human capital oversight, consistent with HASI’s sustainability focus .
- Independence/engagement: Board confirmed independent; independent executive sessions at least quarterly; 2024 aggregate attendance strong (Board 95%; committees he serves—Finance & Risk 100% and NGCR 90% overall) supporting effective oversight culture .
- Ownership alignment: Holds 16,586 shares and standard annual LTIP units; not yet at 5× retainer threshold—deadline 2026. Monitoring progress to guideline compliance is warranted for alignment optics .
- Compensation structure: Director pay mix is balanced—fixed cash plus time-vested LTIP units; no performance-linked metrics disclosed for directors, which limits potential pay-for-performance concerns at the director level; 2025 director program largely unchanged (Chair/LID fee adjustments do not affect Armbrister) .
- Conflicts/related-party exposure: No related-party transactions disclosed; personal loans prohibited; robust conflicts and whistleblower policies; hedging/pledging prohibited—reduces alignment risks and collateralization red flags .
- RED FLAGS: Not yet meeting stock ownership guideline (deadline 2026); NGCR committee aggregate attendance of 90% in 2024 (not director-specific) suggests focus on consistent engagement in governance topics across membership .