Jeffrey W. Eckel
About Jeffrey W. Eckel
Jeffrey W. Eckel, age 66, is the non-executive Chair of the Board of HASI. He has served as Chair since March 1, 2025, previously Executive Chair from March 2023 to March 2025, and earlier CEO, President and Chair from 2013 through February 2023. He holds a BA from Miami University (1980) and an MPA from Syracuse University’s Maxwell School (1981) and has 35+ years of experience financing, owning, and operating infrastructure and energy assets. He is not classified as an independent director under NYSE and company independence standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HASI (formerly Hannon Armstrong Sustainable Infrastructure Capital, Inc.) | Non-Executive Chair | Mar 2025 – present | Board leadership; separation of Chair/CEO roles per governance framework |
| HASI | Executive Chair | Mar 2023 – Mar 2025 | Transitioned leadership; employment agreement expired Mar 1, 2025 |
| HASI | CEO, President, and Chair | 2013 – Feb 2023 | Led company as public REIT/finance platform for sustainable infra |
| HASI predecessor | President & CEO; earlier SVP | 2000 – 2013; 1985 – 1989 | Built energy/infrastructure finance track record |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Nature Conservancy (Maryland & DC) | Board of Trustees | Current | Non-profit environmental leadership role |
| Maryland Clean Energy Center | Director; Chair | Appointed 2011; Chair 2012–2014; served until 2016 | State clean energy development role |
| Other public company boards | — | — | 0 current public company boards |
Board Governance
- Role/Independence: Non-executive Chair; not independent. Lead Independent Director is Teresa M. Brenner. Ten of twelve current directors are independent (Eckel not listed among independents).
- Committee assignments: None disclosed for Mr. Eckel; committee roles are held by independent directors.
- Attendance: 2024 attendance was strong—Board (8 meetings; 95% attendance), Audit (9; 100%), Compensation (8; 100%), Finance & Risk (5; 100%), NGCR (5; 90%). All then-serving directors attended the 2024 annual meeting.
- Executive sessions: Independent directors meet in executive session at least four times per year, presided over by the Lead Independent Director.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 825,000 | 542,067 | 412,500 |
| All Other Compensation ($) | 15,250 | 16,500 | 17,250 |
- Director retainers (program context): For 2024 independent directors—cash retainer $110,000; chair fees for committees range $15,000–$25,000; annual equity $145,000 in LTIP units. For 2025, incremental cash retainer for the Chair of the Board is $100,000 (Lead Independent Director fee increased to $35,000). Executive directors do not receive board fees.
- Mr. Eckel’s employment agreement (as Executive Chair) expired March 1, 2025, after which he serves as non-executive Chair.
Performance Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target Annual Bonus (% of Salary) | — | — | 237% (per agreement) |
| Actual Cash Bonus ($) | 2,743,125 | 1,496,744 | 250,000 |
| Stock/Unit Awards ($) | 4,430,369 | 4,073,401 | 1,754,850 |
| Total Compensation ($) | 8,013,744 | 6,128,712 | 2,434,600 |
2024 LTIP structure and vesting for Mr. Eckel:
- 2024 LTIP units: 60,000 performance-based; 30,000 time-based; total grant-date fair value $1,754,850. Time-based units vest in three equal annual installments on May 15, 2025; March 5, 2026; March 5, 2027. Company does not grant stock options.
- 2025 equity target value (granted March 1, 2025): $1,607,488 (subject to vesting/performance).
Performance metrics for performance-based LTIP (applies to 2024 grants):
| Metric | Threshold (50%) | Target (100%) | Outperform (200%) |
|---|---|---|---|
| Cumulative Adjusted EPS (3-year) | $6.69 | $7.38 | $8.12 |
| Relative TSR Percentile (vs index) | 30.0% | 55.0% | 80.0% |
Severance/Change in Control terms (Executive Chair agreement through Mar 1, 2025):
- If terminated without cause/for good reason: cash equal to base salary + higher of (3-yr avg bonus or target bonus); prorated target bonus; up to 2 years health benefits; and 100% vesting of unvested equity. Agreement included a modified 280G cutback (no tax gross-up). Upon contract expiry on Mar 1, 2025, he was paid accrued salary and a $250,000 bonus.
- Clawback: Company maintains a clawback policy for incentive compensation.
Other Directorships & Interlocks
| Company/Institution | Role | Committee roles | Years |
|---|---|---|---|
| Public company boards | None | — | — |
| Nature Conservancy (MD & DC) | Trustee | — | Current |
| Maryland Clean Energy Center | Director; Chair | — | 2011–2016; Chair 2012–2014 |
- Compensation Committee independence/consultant: Compensation Committee is fully independent and engages independent consultant Pay Governance; no interlocks disclosed.
Expertise & Qualifications
- 35+ years in energy/infrastructure investing and operations; prior senior roles within HASI/predecessor.
- Education: BA (Miami University, 1980); MPA (Syracuse University, Maxwell School, 1981).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (Apr 7, 2025) | 1,069,597 shares; less than 1% of outstanding. |
| Footnote/Composition | Includes 18,450 shares held by significant other; 2,887 in trust for minor relatives; 455,169 held by the Jeffrey W. Eckel Revocable Trust (sole trustee/beneficiary). Excludes up to 175,532 shares issuable upon performance-based vesting/conversion of LTIP units via HoldCo LLC. |
| Unvested Awards (12/31/2024) | 185,948 shares/units unvested; market value $4,988,985 (at $26.83). |
| Pledged/Hedged Shares | Hedging/pledging prohibited by policy. |
| Ownership Guidelines (Directors) | Must hold ≥5x annual cash retainer; as of Apr 7, 2025, all directors except those specifically listed had met the threshold (Mr. Eckel not among exceptions—thus in compliance). |
Fixed Compensation (Director Program Reference)
| Component | Amount |
|---|---|
| Annual Director Cash Retainer (2024 program) | $110,000 |
| Incremental Retainer – Chair of Board (2025) | $100,000 |
| Annual Director Equity (typical) | $145,000 in LTIP units; vesting per grant terms |
Performance Compensation (Detail)
| Category | 2024 Grants (Eckel) |
|---|---|
| Performance LTIP Units | 60,000 (earned based on 50% Cumulative Adjusted EPS, 50% Relative TSR over 3 years; capped if absolute TSR < 0). |
| Time-Based LTIP Units | 30,000 (vests in three equal annual installments on 5/15/2025; 3/5/2026; 3/5/2027). |
Governance Assessment
- Positives:
- Extensive sector expertise and long institutional knowledge; currently serves as non-executive Chair with separated Chair/CEO roles—supportive of independent oversight structure.
- Strong board/committee attendance culture (95–100% in 2024) and active investor engagement.
- Robust governance policies: anti-hedging/pledging, stock ownership guidelines, clawback, no 280G gross-ups, prohibition on option repricing without prior shareholder approval.
- Watch items / potential red flags:
- Not independent as Board Chair; independent oversight relies on Lead Independent Director and committee structure.
- Prior Executive Chair agreement provided 100% equity vesting upon certain terminations (without cause/for good reason)—a generous feature that can raise alignment questions; note that agreement expired March 1, 2025.
- No other public company boards (reduces interlock risks but also limits external benchmarking exposure).
- Related-party/Conflicts:
- No related-party transactions disclosed beyond standard indemnification agreements; conflicts policy prohibits unapproved conflict transactions.
- Beneficial ownership includes shares held by significant other and trusts; company prohibits hedging/pledging of equity.
Say-on-Pay & Shareholder Feedback (context)
- Annual advisory vote; board recommends “FOR” in 2025.
- 2022 Annual Meeting results (selected): Say-on-pay votes For 55,201,500; Against 10,711,322; Abstain 631,391; broker non-votes 9,218,592.
Notes on Compensation Committee
- Members: Richard J. Osborne (Chair), Lizabeth A. Ardisana, Teresa M. Brenner, Steven G. Osgood; all independent; uses independent consultant Pay Governance; no interlocks reported.
Director Compensation (Independent Directors, 2024 reference)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| (Program example) L. Ardisana | 110,000 | 194,746 | 304,746 |
| T. Brenner (Lead Ind. Dir.) | 155,000 | 194,746 | 349,746 |
| S. Osgood (Audit Chair) | 135,000 | 241,044 | 376,044 |
Executive directors do not receive board fees. 2024 director LTIP grants were valued at $31.79 per unit and vest June 6, 2025.
Performance & Track Record (selected disclosures)
- Company aligns incentives to Adjusted EPS and Adjusted ROE, with multi-year metrics and relative TSR; 2024 plan maintained quantitative and qualitative goals.
Risk Indicators
- Hedging/pledging prohibited; clawback policy in place.
- No option repricing without prior shareholder approval; no 280G gross-up.
- No related-party transactions disclosed.