Laura A. Schulte
About Laura A. Schulte
Laura A. Schulte (age 65) is an independent director of HASI, appointed effective April 15, 2025. She serves on the Audit Committee and the Compensation Committee. Schulte is a former Wells Fargo executive (EVP, Head of Eastern Community Banking) with extensive board experience across banking, healthcare, and real estate. Education: B.S. in Accounting, University of Nebraska–Lincoln; graduate of the Stonier Graduate School of Banking (University of Pennsylvania). Other public boards: 0. Independence: affirmative determination by the board. Director since 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo & Company | Executive Vice President, Head of Eastern Community Banking | 1999–2014 | Led Wachovia merger integration into Wells Fargo |
| Norwest Corporation | Various roles | 1982–1999 | — |
| State Farm Bank (subsidiary of State Farm Insurance; sold to U.S. Bank in 2021) | Board Director | 2015–2021 | Audit, Credit, Asset-Liability committees |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Transportation Alliance Bank, Inc. (TAB Bank) | Chair of the Board | Jun 2023–Present | Chair of Compensation Committee; Member Technology Committee; prior Audit Committee member |
| Novant Health Inc. | Director | 2016–Present | Executive Committee; previously Chair of Board, Strategic Growth Committee, and Audit Committee |
| Grubb Properties, LLC | Director | 2016–Present | Chair of Human Capital and Compensation Committee; Member Audit Committee |
Other current public company directorships: 0.
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under NYSE standards and company Independence Standards |
| Committees | Audit Committee (Member); Compensation Committee (Member) |
| Board structure | Separate Chair and CEO; active Lead Independent Director (Teresa M. Brenner) with defined responsibilities |
| Executive sessions | Independent directors meet in executive session at least four times per year; presided over by Lead Independent Director |
| Attendance (Company-wide, 2024) | Board: 8 meetings, 95% attendance; Audit: 9 meetings, 100%; Compensation: 8 meetings, 100%; Finance & Risk: 5 meetings, 100%; NGCR: 5 meetings, 90%. Note: Schulte joined in 2025 and is not included in 2024 attendance. |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (directors) | $110,000 | Standard cash retainer for non-employee directors |
| Chair of the Board incremental retainer | $100,000 | Added for 2025 |
| Lead Independent Director incremental retainer | $35,000 | Increased to $35,000 for 2025 |
| Committee Chair retainers | $25,000 (Audit); $25,000 (Compensation); $15,000 (NGCR); $15,000 (Finance & Risk) | Paid in cash quarterly in arrears |
| Election to take equity in lieu of cash | Permitted | Annual election allowed |
| Schulte 2025 compensation timing | Pro rata from April 15, 2025 | Entitled to pro rata portion of 2025 director compensation |
Performance Compensation
| Award Type | Target Value | Vehicle | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual director equity (non-employee) | $145,000 | Historically LTIP units (Operating Partnership) | Time-based vesting; e.g., 2024 director grants vest June 6, 2025 (illustrative) | None (no performance conditions disclosed for director equity) |
Citations: Target value and vehicle ; 2024 vesting example and grant sizing for peers (LTIP units valued at $31.79; vests June 6, 2025) . Note: Because Schulte joined April 15, 2025, she had not received director grants as of the April 7, 2025 record date; equity awards thereafter will follow the director program and be prorated for 2025.
Other Directorships & Interlocks
| Company/Entity | Type | Role/Committee | Potential Interlock/Conflict with HASI |
|---|---|---|---|
| Transportation Alliance Bank, Inc. | Financial services (bank) | Board Chair; Compensation Chair; Tech Committee | None disclosed; independence affirmed; no Item 404(a) related-party transactions |
| Novant Health Inc. | Healthcare system (nonprofit) | Director; Exec Comm; former Board Chair, Strategic Growth, Audit | None disclosed |
| Grubb Properties, LLC | Real estate (private) | Director; Chair Human Capital & Compensation; Audit | None disclosed |
The Board has determined Schulte is independent; there are no arrangements/understandings for her election and she is not party to any transaction requiring disclosure under Item 404(a).
Expertise & Qualifications
- Banking executive leadership with deep P&L and integration experience (led Wachovia integration at Wells Fargo).
- Extensive board governance across audit, compensation, human capital, technology, strategy, and executive committees.
- Accounting and banking education (B.S. Accounting; Stonier Graduate School of Banking).
Equity Ownership
| Holder | Shares Beneficially Owned (Apr 7, 2025) | % of Outstanding | Ownership Notes |
|---|---|---|---|
| Laura A. Schulte | — | <1% | Joined April 15, 2025; had not received director grants as of record date |
| Director stock ownership guideline | 5x annual cash retainer | Compliance window: 5 years | Schulte has until 2030 to meet guideline |
| Hedging/Pledging | Prohibited for directors and officers | — | Policy prohibits hedging and pledging of company equity |
Governance Assessment
-
Strengths
- Independent director with relevant banking, audit, compensation, and technology governance experience; appointed to Audit and Compensation Committees, enhancing financial oversight and pay governance bench.
- No related-party transactions; independence affirmed by the board; personal loans to directors are prohibited.
- Director equity retainer and 5x retainer ownership guideline align director incentives with shareholders; retention policy requires holding 100% of equity grants until in compliance.
-
Watch items / potential red flags to monitor
- New appointee with no HASI beneficial ownership as of record date (normal given appointment timing); guideline compliance window runs to 2030.
- Multiple external board roles (TAB Bank, Novant, Grubb Properties) require ongoing monitoring for any future related-party interactions; none disclosed to date.
- Not designated an “audit committee financial expert” by the board (experts currently identified are Osgood, Floyd, Osborne), though Schulte serves on Audit.
-
Board effectiveness context
- Company-wide 2024 attendance was strong (Board 95%; Audit 100%; Compensation 100%); Schulte joined in 2025 and is not included in these figures.
- Independent directors meet in executive session at least four times annually, led by the Lead Independent Director.
-
Compensation governance
- Compensation Committee utilizes independent consultant (Pay Governance); committee composed solely of independent directors. Schulte joined the committee in April 2025 and did not participate in the 2024 Compensation Committee report.
Appendix: Company Director Compensation Reference (Context)
| 2024 Non-Employee Director Pay Elements | Amount/Detail |
|---|---|
| Cash retainer | $110,000 annually |
| Equity retainer | $145,000 (LTIP units historically) |
| Chair/Lead/Committee chair fees | LID $35k; Audit Chair $25k; Comp Chair $25k; NGCR Chair $15k; Finance & Risk Chair $15k |
| 2025 changes | Chair of Board +$100k; LID increased to $35k |
| Example 2024 equity vesting | 2024 grants vest June 6, 2025 (illustrative of time-based structure) |
Notes:
- All citations refer to the HASI 2025 Proxy Statement (DEF 14A, Apr 22, 2025) or the 8-K filed Apr 14, 2025 announcing Schulte’s election and committee assignments.