Jeffrey A. Lipson
About Jeffrey A. Lipson
Jeffrey A. Lipson, age 57, is Chief Executive Officer and President of HASI and a director since 2023. He became CEO on March 1, 2023 after serving as CFO (2019–Feb 2023) and COO (2021–Feb 2023), and previously led Congressional Bancshares/Congressional Bank and held roles at CapitalSource, Bank of America, and FleetBoston. He holds a B.S. in Economics from Penn State and an MBA in Finance from NYU Stern. Under his leadership, HASI delivered 2024 Adjusted EPS of $2.45 vs. $2.23 in 2023 (+10%), Adjusted NII +22% y/y to $264M, and Adjusted ROE 12.5%; three-year relative TSR ranked at the 37th percentile with CEO realizable pay at the 38th percentile of peers, reflecting alignment of pay and performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HASI | CEO & President | Mar 2023–present | Led pay-for-performance program tied to Adjusted EPS and ROE; diversified funding and maintained liquidity . |
| HASI | COO | 2021–Feb 2023 | Operational leadership during transition to internal management and growth in managed assets . |
| HASI | CFO | 2019–Feb 2023 | Financial stewardship through portfolio growth and capital markets execution . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Congressional Bancshares / Congressional Bank (now Forbright Bank) | President, CEO, Director | Not disclosed | Banking leadership; balance-sheet and risk expertise leveraged at HASI . |
| CapitalSource Inc. | Various roles | Not disclosed | Specialty finance experience across credit and structuring . |
| Bank of America / FleetBoston Financial | Various roles | Not disclosed | Large-bank operational and capital markets exposure . |
Fixed Compensation
| Component | 2023 | 2024 | 2025 | Notes |
|---|---|---|---|---|
| Base Salary ($) | 775,000 | 775,000 | 815,000 | Increase effective March 2025 . |
| Target Annual Bonus (% of salary) | Not disclosed | 175% | 175% (unchanged) | Based on quantitative (Adjusted EPS/ROE) and qualitative goals . |
| Actual Annual Bonus (% of salary) | Not disclosed | 333% (for 2024 performance) | — | Corporate goals achieved at 200%; average NEO payout 190% of target . |
| 2024 Incentive Compensation ($) paid 2025 | — | 2,576,875 | — | 100% paid in cash . |
| Perquisites | — | Disability policy ≥300% of salary; $5,000,000 term life insurance | — | Company targets perqs ≤$15k; broader plans for all employees . |
Performance Compensation
| Metric | Weighting | Target | Actual (2024) | Payout vs Target |
|---|---|---|---|---|
| Adjusted EPS | 75% | $2.34 (100% payout); $2.23–$2.34 (50%); $2.34–$2.45 (200%) | $2.45 | 200% |
| Adjusted ROE | 25% | 10.0% (100% payout); 9.5%–10.0% (50%); 10.0%–11.0% (200%) | 12.5% | 200% |
| Individual Performance | 10% of bonus | Committee evaluation | At/above expected levels | Contributed to ~190% avg outcome |
2024 Long-Term Equity Awards (granted in 2024, value at grant):
- Performance LTIP Units: 172,000 max units; 50% tied to Cumulative Adjusted EPS ($6.69 threshold, $7.38 target, $8.12 outperformance), 50% tied to Relative TSR (30%/55%/80% threshold/target/outperformance); earned range 50–200% of target; absolute TSR below zero caps total to 100% .
- Time-Based LTIP Units: 86,000 units; vests in three tranches on May 15, 2025; March 5, 2026; March 5, 2027 .
- Aggregate Grant Date Fair Value: $5,030,570 .
Equity Ownership & Alignment
| Ownership Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 365,654; less than 1% of outstanding | Excludes 508,000 performance LTIP units held via HoldCo LLC (pecuniary interest basis) . |
| Unvested Stock/Units at 12/31/2024 | 312,605 units; $8,387,179 MV @ $26.83 | Vesting mix includes time-based and performance LTIP schedules . |
| Upcoming Vesting (select) | 4,292 units vest 3/5/2025 | Time-based awards from prior grants . |
| 2024 Time-Based LTIP Vesting | 86,000 units; vests 5/15/2025, 3/5/2026, 3/5/2027 | Creates multi-year potential Form 4 activity cadence . |
| 2023 Performance LTIP (status) | Zero expected vesting for that tranche (as of 12/31/2024) | Prior cycle tracking below threshold . |
| Hedging/Pledging | Prohibited (hedging, margin accounts, pledging) | Policy covers directors and officers . |
| NEO Stock Ownership Guideline | CEO: 6x base salary; retain 50% of grants until compliant | Includes stock, OP units, unvested OP/LTIP units; excludes RSUs . |
| Director Compensation | Executive directors receive no director fees | Lipson does not receive board retainer . |
Employment Terms
| Term | Summary |
|---|---|
| Agreement | Amended & restated employment agreement effective March 1, 2023; continues until either party provides ≥30 days’ notice . |
| Base/Bonus Eligibility | Base salary as set by board/committee; target annual bonus 175% of salary; eligible for ongoing LTIP/RSU/OP units . |
| Benefits | Medical/welfare coverage; long-term disability premium (≥300% of salary benefit) and $5,000,000 term life policy premiums paid by company . |
| Severance (Without Cause / Good Reason) | Cash: 3× (current salary + greater of 3-year average bonus or target bonus); prorated target bonus; up to 2 years health benefits; 100% vesting of unvested equity . |
| Change of Control | Modified 280G cutback based on best after-tax outcome; potential payments shown below . |
| Restrictive Covenants | Standard restrictions; non-compete and related covenants during employment and 24 months post-termination . |
Potential Payments (as of 12/31/2024):
| Scenario | Cash ($) | Health ($) | Equity ($) |
|---|---|---|---|
| Without Cause / Good Reason | 8,671,419 | 60,121 | 8,496,189 |
| Change in Control | 8,671,419 | 60,121 | 8,314,362 |
| Death | 6,356,250 | — | 8,496,189 |
| Disability | 3,681,250 | — | 8,496,189 |
Board Governance
- Board Service: Director since 2023; non-independent executive director .
- Committee Roles: All committees are composed solely of independent directors; Lipson does not serve on committees (Audit, Compensation, NGCR, Finance & Risk) .
- Dual-Role Implications: Chair and CEO roles are separated (Chair: J.W. Eckel); Lead Independent Director (Teresa Brenner) provides independent oversight, executive sessions at least quarterly; >80% independent board .
- Meeting Attendance (2024): Board 95%; Audit 100%; Compensation 100%; Finance & Risk 100%; NGCR 90% .
Compensation Peer Group
| Peer Group (2024/2025 basis) |
|---|
| Arbor Realty Trust; Affiliated Managers Group; Ameresco; Array Technologies; Artisan Partners AM; Enphase Energy; First Solar; Hercules Capital; Ladder Capital; Main Street Capital; Plug Power; Safehold; Shoals Technologies Group; Sunrun; Sunnova Energy International; SunPower (removed in 2025 after Aug 2024 bankruptcy); TPI Composites; Walker & Dunlop . |
- HASI stood at ~42% percentile for market cap and ~89% percentile for total managed assets vs peers in July 2023; no 2025 changes except removal of SunPower .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited; reduces alignment risk related to collateralized borrowing or derivative hedges .
- Clawback: Comprehensive clawback policy in place for NEOs; adjustment/recovery of awards contemplated .
- Golden Parachute Gross-Ups: Not provided; modified 280G cutback applies .
- Option Repricing: Not permitted without shareholder approval; company does not currently grant options .
- Severance Acceleration: 100% acceleration of unvested equity upon certain terminations; generous severance multiple may be shareholder-sensitive .
Additional Data: Outstanding Equity Awards & Vesting Schedules (as of 12/31/2024)
| Award Type | Quantity | Vesting Detail |
|---|---|---|
| Unvested stock/units (total) | 312,605 units ($8,387,179 MV @ $26.83) | Mix of time-based and performance LTIP units . |
| Time-based LTIP | 51,000 units (from prior grant) | Vests 3/5/2025 and 3/5/2026 (equal tranches) . |
| Performance LTIP (2023 cycle) | 6,438 reflected at 0.25 OP per LTIP for threshold; expected 0 earned | Zero OP units vesting expected based on performance through 12/31/2024 . |
| 2024 Time-based LTIP | 86,000 units | Vests 5/15/2025; 3/5/2026; 3/5/2027 . |
| Performance LTIP (2024 cycle) | 107,500 units reflected at 0.63 OP per LTIP as of 12/29/2024 | Earn-out subject to 3-year Cumulative Adjusted EPS and Relative TSR goals; early tracking above target . |
| Near-term vesting | 4,292 units vest 3/5/2025 | May indicate localized Form 4 activity . |
Compliance & Policies
- Stock Ownership Guidelines: CEO must hold ≥6x base salary; retain 50% of grants until compliant .
- Director Stock Ownership: Non-employee directors must hold ≥5× cash retainer; compliance tracked with timelines; executive directors (incl. Lipson) not paid director fees .
- Insider Trading Policy: Prohibits hedging, margin, pledging; supports alignment .
- Compensation Best Practices: Predominantly variable/equity-based pay; multi-year metrics; independent consultant (Pay Governance) .
Investment Implications
- Pay-for-Performance Alignment: 2024 corporate metrics significantly exceeded targets (Adjusted EPS and ROE at 200% payout), driving high annual bonus realization; performance LTIP design with 3-year Relative TSR and Cumulative Adjusted EPS ties long-term compensation to shareholder outcomes .
- Potential Selling Pressure: Multi-year vesting cadence (May 2025, Mar 2026, Mar 2027) and near-term March 2025 vesting could create episodic insider selling windows; 2023 performance LTIP expected to be zero reduces 2025 supply from that tranche .
- Retention Risk: Strong severance protections (3× cash; full equity acceleration) and competitive LTIP values reduce voluntary departure risk; non-compete of 24 months provides continuity .
- Alignment and Governance: Separation of Chair/CEO, Lead Independent Director oversight, independent committees, clawback, and prohibition on pledging/hedging mitigate governance and alignment concerns despite executive director status .
- Peer Benchmarking: Broad, non-REIT heavy peer group suggests continued scrutiny of pay levels vs market cap and managed assets; three-year realizable pay below target amid negative annualized TSR indicates compensation outcomes are sensitive to performance .
Overall, compensation design balances retention and performance linkage; upcoming vesting schedules are relevant for monitoring Form 4 activity and potential supply, while governance structures and ownership policies support alignment.