Lizabeth A. Ardisana
About Lizabeth A. Ardisana
Independent director at HA Sustainable Infrastructure Capital, Inc. (HASI) since 2022; age 72. She is CEO and principal owner of ASG Renaissance LLC (founded 1987) and CEO of Performance Driven Workforce LLC (founded 2015), with prior 14 years in management at Ford Motor Company across vehicle development, product planning, and marketing. Education: BS in mathematics and computer science (University of Texas), MS in mechanical engineering (University of Michigan), MBA (University of Detroit). Current HASI committee assignments: Audit and Compensation; board determined her independence under NYSE and company standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ASG Renaissance LLC | Chief Executive Officer & Principal Owner | 1987–present | Technical and communications services across automotive, environmental, defense, construction, healthcare, banking, education sectors |
| Performance Driven Workforce LLC | Chief Executive Officer | 2015–present | Scheduling and staffing firm expanded into five states |
| Ford Motor Company | Management roles in vehicle development, product planning, marketing | ~14 years (pre-1987) | Automotive operations and product planning experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clean Energy Fuels Corp (NASDAQ: CLNE) | Director | Since 2019 | Public company board |
| Huntington Bancshares Inc. (NASDAQ: HBAN) | Director | Since 2016 | Public company board |
| U.S. Sugar Corporation (private) | Director | N/A | Privately held company |
| Citizens Republic Bancorp, Inc. | Former Director | 2004–2013 | Prior public board |
| FirstMerit Corporation | Former Director | 2013–2016 | Prior public board |
| Michigan Economic Development Corporation | Executive Board; Finance Committee Chair | N/A | State economic development oversight |
| Wayne Health | Vice Chair; Audit & Compensation Committees | N/A | Healthcare governance roles |
| Multiple nonprofits (Skillman Foundation, Mott Foundation, Kettering University, Metropolitan Affairs Coalition, Focus: HOPE, NextEnergy) | Board/leadership roles | Various | Civic and industry engagement |
Board Governance
- Independence: Board affirmed Ardisana is independent under NYSE and HASI Independence Standards; all committees are composed solely of independent directors.
- Committee assignments: Audit Committee member; Compensation Committee member (not chair).
- Attendance: In 2024, Board held 8 meetings (95% aggregate attendance); Audit (9 meetings, 100% aggregate), Compensation (8 meetings, 100% aggregate). Ardisana serves on Audit and Compensation, both at 100% aggregate committee attendance.
- Lead Independent Director: Role held by Teresa M. Brenner; executive sessions of independent directors at least four times per year.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Paid quarterly in arrears; executive directors do not receive board fees |
| Committee chair retainers | $0 | Only Audit and Compensation chairs receive $25,000; NGCR and Finance & Risk chairs $15,000; Ardisana is not a chair |
| Lead Independent Director increment | $0 | Applies to Brenner ($35,000 in 2024); not applicable to Ardisana |
| Reimbursements | Standard expense reimbursement | No director-specific perquisites; not eligible for employee plans |
Director Compensation (reported for FY2024):
| Name | Fees Paid or Earned in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Lizabeth A. Ardisana | 110,000 | 194,746 | 304,746 |
| Grant details (stock awards) | LTIP units: 6,126; valued at $31.79 per unit; vest on June 6, 2025 |
Policy reference: Independent director equity grant policy cites $145,000 annual equity grant; actual recorded 2024 grant fair value for Ardisana was $194,746 (LTIP units).
Performance Compensation
- Structure: Independent director equity grants have been in the form of LTIP units; disclosure does not tie director equity to specific performance metrics (LTIPs for directors typically time-based vesting). 2024 LTIP units granted to independent directors vest June 6, 2025.
- No director-specific performance metrics were disclosed (e.g., TSR hurdles) for independent director grants; performance metrics in proxy apply to named executive officers (NEOs), not directors.
No performance-linked director compensation metrics disclosed beyond time-based vesting of LTIP units.
Other Directorships & Interlocks
| Company | Industry | Role | Start Year | Potential Interlock with HASI |
|---|---|---|---|---|
| Clean Energy Fuels Corp (CLNE) | RNG fueling infrastructure | Director | 2019 | Overlapping climate/energy ecosystem; no HASI related-party transactions disclosed |
| Huntington Bancshares Inc. (HBAN) | Banking/financial services | Director | 2016 | Financial services network exposure; no HASI related-party transactions disclosed |
Related party / conflicts policy: HASI prohibits personal loans to directors and requires pre-approval for transactions posing conflicts; no Ardisana-related transactions were disclosed.
Expertise & Qualifications
- Industry and operating expertise: Automotive operations (Ford), environmental and technical services (ASG Renaissance), staffing operations (Performance Driven Workforce).
- Governance and committee experience: Multiple public boards; leadership in state economic development and healthcare governance.
- Education: BS (mathematics & computer science, Univ. of Texas), MS (mechanical engineering, Univ. of Michigan), MBA (Univ. of Detroit).
- Board skills matrix: Strategic planning, human capital management, corporate governance; risk management experience indicated at board level.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership | 13,273 shares | Less than 1% of outstanding; table marks “*” for <1% |
| Ownership as % of outstanding | ~0.0107% | Based on 13,273 / 123,918,777 total shares and OP units considered in beneficial ownership table |
| Shares pledged/hedged | Prohibited | Company policy prohibits hedging, margin accounts, and pledging by directors |
| Director stock ownership guideline | 5× annual cash retainer | Must hold ≥5× retainer; retain 100% of grants until compliant |
| Compliance status | Not yet met; deadline 2027 | Ardisana has until 2027 to meet guideline threshold |
Governance Assessment
- Board effectiveness and engagement: Independent director on Audit and Compensation with 100% aggregate committee attendance; board-level 95% aggregate attendance in 2024; presence on key fiduciary committees supports oversight of financial integrity and pay practices.
- Independence and conflicts: Affirmed independent; no related-party transactions disclosed involving Ardisana; personal loans prohibited; insider trading policy in place.
- Compensation alignment for directors: Cash/equity mix consistent with peer practices; equity via LTIP units; no director-specific performance-conditioned equity disclosed—time-based vesting indicates moderate alignment rather than pay-for-performance at the director level.
- Ownership alignment: Beneficial ownership is small (~0.0107%); explicit stock ownership guideline requires build-up to 5× retainer by 2027; interim requirement to retain 100% of equity grants until compliant—mitigates alignment risk.
- Other board roles: Service on CLNE and HBAN offers industry and financial insights; no HASI interlocks or related transactions reported—limited direct conflict risk disclosed.
RED FLAGS
- Not yet compliant with director stock ownership guideline (deadline 2027)—monitor accumulation pace and retention of equity grants.
- No performance-linked metrics disclosed for director equity—alignment relies on time-based LTIP units and ownership policy rather than explicit performance conditions.
Risk mitigants
- Independence affirmed; robust conflicts policy; prohibition on hedging/pledging; active executive sessions led by Lead Independent Director.
Appendix: Committee Composition (HASI, 2025)
| Committee | Members |
|---|---|
| Audit | Steven G. Osgood (Chair), Lizabeth A. Ardisana, Nancy C. Floyd, Richard J. Osborne, Laura A. Schulte, Barry E. Welch |
| Compensation | Richard J. Osborne (Chair), Lizabeth A. Ardisana, Teresa M. Brenner, Steven G. Osgood, Laura A. Schulte |
References
- Director biography, roles, other boards, education:
- Independence and governance structure:
- Committee assignments and charters:
- Attendance metrics:
- Director compensation program and 2024 fees/equity:
- Security ownership:
- Conflicts policy, indemnification, insider trading policy, hedging/pledging prohibitions: