Marc T. Pangburn
About Marc T. Pangburn
Marc T. Pangburn, age 39, is HASI’s Chief Revenue and Strategy Officer (as of March 1, 2025), previously serving as CFO since 2023 and Co‑Chief Investment Officer from 2021–2023; he joined the Company in 2013 after roles at MP2 Capital and New York Life Investments. He holds a BA in Economics from Drew University and serves on the President’s Council at Ceres, a sustainability advocacy organization . Company performance metrics used in executive pay include Adjusted EPS ($2.45 in 2024, +10% YoY) and Adjusted ROE (12.5% in 2024), which drove maximum corporate bonus payouts for NEOs; long‑term equity is tied to Relative TSR, Cumulative Adjusted EPS, and time‑vesting schedules .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HASI | Chief Financial Officer | 2023–Mar 2025 | Led finance through portfolio growth, Adjusted NII acceleration and enhanced funding diversification . |
| HASI | Co‑Chief Investment Officer | 2021–2023 | Oversaw investment strategy and origination across climate solutions asset classes . |
| HASI | Managing Director | 2013–2021 | Structured and executed transactions; supported growth in managed assets . |
| MP2 Capital | Solar development/financing | Pre‑2013 | Structured solar project transactions . |
| New York Life Investments | Private Capital Group | Pre‑2013 | Utilities/energy/infrastructure debt & equity investments . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ceres | President’s Council (member) | Current | Sustainability advocacy; network exposure to ESG‑focused investors/policymakers . |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $425,000 | $450,000 | $475,000 (reflects transition to Chief Revenue & Strategy Officer) |
Performance Compensation
- Annual bonus target and outcome (2024): Target bonus 150% of salary; actual bonus 293% of salary ($1,316,250), paid 100% in cash .
- Bonus framework (2024): 90% corporate metrics, 10% individual performance; corporate metrics hit 200% of target, and NEOs performed at/above expectations (avg ~190% of target overall) .
2024 Annual Incentive Metrics and Payouts
| Metric | Weight | Target Range | Target Midpoint | Actual | Corporate Payout |
|---|---|---|---|---|---|
| Adjusted EPS | 75% | $2.23–$2.45 | $2.34 | $2.45 | 200% |
| Adjusted ROE | 25% | 9.5%–11.0% | 10.0% | 12.5% | 200% |
| Individual Performance | 10% of incentive program | Qualitative | — | At/above expectations | Contributed to ~190% avg payout |
Long‑Term Equity Incentives (granted in 2024)
| Component | Grant | Vesting / Performance | Metric Targets |
|---|---|---|---|
| Performance‑based LTIP Units | 49,000 (max earnable) | 50% tied to Cumulative Adjusted EPS; 50% tied to Relative TSR over ~3 years; earnable 50%–200% of target; capped at 100% if Absolute TSR <0 | Cumulative Adjusted EPS: Threshold $6.69, Target $7.38, Outperform $8.12; Relative TSR: 30%/55%/80% (threshold/target/outperform) |
| Time‑based LTIP Units | 24,500 | Vests in 3 equal annual tranches: May 15, 2025; Mar 5, 2026; Mar 5, 2027 | Time‑vest only |
Program alignment: HASI reports 2023 performance‑based LTIP units tracking below target and 2024 tracking above target as of 12/31/2024, demonstrating sensitivity of realizable pay to TSR/EPS outcomes .
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Beneficial Ownership (as of Mar 21, 2024) | 124,915 shares/units; <1% of outstanding . |
| Unvested Equity (12/31/2024) | 91,168 units; market value $2,446,037 (@$26.83) . |
| Unvested Composition & Vesting | 3,083 units vest 3/5/2025; 13,334 time‑based LTIPs (two annual tranches on 3/5/2025 & 3/5/2026); 4,626 performance LTIPs scheduled 3/5/2025 (performance below threshold at period end → zero earnout) ; 24,500 time‑based LTIPs (3 tranches on 5/15/2025, 3/5/2026, 3/5/2027); 15,000 performance LTIPs scheduled 3/5/2026 (reflects 0.375 OP/unit per LTIP based on performance‑to‑date); 30,625 performance LTIPs scheduled 3/5/2027 (reflects 0.63 OP/unit per LTIP based on performance‑to‑date) . |
| 2024 Vested | 11,416 securities vested; $335,638 value realized . |
| Stock Ownership Guidelines (NEOs) | 3x base salary requirement for non‑CEO NEOs; 5‑year compliance window; must retain 50% of net shares until compliant; RSUs excluded from guideline count . |
| Hedging/Pledging | Prohibited: no hedging, margin accounts, or pledging of Company securities by officers/directors . |
Employment Terms
| Provision | Summary |
|---|---|
| Agreement | Amended & restated employment agreement effective Feb 14, 2023; at‑will with 30 days’ notice . |
| Base Salary (agreement) | $425,000 initially; eligible for discretionary increases . |
| Target Bonus (agreement) | 150% of base salary; metrics set by Compensation Committee . |
| Severance (without Cause or for Good Reason) | Accrued pay; 18 months’ base salary; 150% of average bonus (prior 3 years); 18 months health benefits; 100% acceleration of unvested stock/stock‑based awards . |
| Death/Disability | Accrued pay; pro‑rated (death) or target (disability) bonus; 100% acceleration of unvested equity . |
| Change‑of‑Control | Modified 280G cutback (no tax gross‑up); Company determines better after‑tax outcome vs cutback . |
| Restrictive Covenants | Non‑compete/non‑solicit and related covenants during employment and for 18 months post‑termination . |
Performance & Track Record (Company)
| Metric (2024) | Outcome |
|---|---|
| Adjusted EPS | $2.45 (vs $2.23 in 2023), +10% YoY . |
| GAAP EPS | $1.62 (vs $1.42 in 2023) . |
| Portfolio | $6.6B (+6% YoY); Managed Assets $13.7B (+11% YoY) . |
| Adjusted NII | $264M (+22% YoY) . |
| Investments Closed | $2.3B (flat YoY) . |
| Dividend | Raised to $0.42/share for Q1 2025 (+1% QoQ) . |
| Environmental Impact | ~856k MT CO2 avoided annually from 2024 transactions; CarbonCount® 0.38 MT/$1,000 invested . |
| Pay‑for‑Performance Context | CEO realizable pay tracked −9% vs target; 3‑yr annualized TSR −20% (2022–2024) highlighting equity sensitivity of LTIs . |
Compensation Structure Analysis
- High share of at‑risk pay: For NEOs, 21–29% annual incentive and 51–70% long‑term equity in 2024; CEO at‑risk 89% of TDC; non‑CEO NEOs averaged ~80% variable/equity‑based .
- Metrics rigor: Annual bonuses linked 90% to Adjusted EPS/Adjusted ROE; LTIs tied to multi‑year Relative TSR and Cumulative Adjusted EPS with threshold/target/outperform grids and potential reduction if Absolute TSR <0 .
- Governance safeguards: No 280G tax gross‑ups; clawback policy; prohibition of hedging/pledging; independent consultant (Pay Governance) used for design/benchmarking .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited (mitigates misalignment risk) .
- Equity Acceleration: 100% acceleration of unvested equity upon certain terminations (including without cause or for good reason), which could reduce retention frictions but may be shareholder‑unfriendly if triggered absent performance failure .
- Clawback: Policy in place for recoupment upon accounting restatement due to material noncompliance .
Upcoming Vesting Events (Supply/Trading Pressure Considerations)
| Date | Type | Quantity | Notes |
|---|---|---|---|
| Mar 5, 2025 | Time‑based | 3,083 | Scheduled vest . |
| Mar 5, 2025 | Time‑based | Portion of 13,334 | Final tranche from 2023 time LTIPs . |
| May 15, 2025 | Time‑based | Portion of 24,500 | First of three tranches from 2024 grant . |
| Mar 5, 2026 | Time‑based | Portions of 13,334 & 24,500 | Annual tranche(s) . |
| Mar 5, 2026 | Performance | 15,000 LTIPs | Reflects 0.375 OP/unit per LTIP based on performance‑to‑date (subject to final outcomes) . |
| Mar 5, 2027 | Time‑based | Remaining of 24,500 | Final tranche . |
| Mar 5, 2027 | Performance | 30,625 LTIPs | Reflects 0.63 OP/unit per LTIP based on performance‑to‑date (subject to final outcomes) . |
Note: 2025 performance LTIPs slated for 3/5/2025 earned zero based on performance at period end; future performance‑based vesting remains contingent and may adjust up/down .
Equity Ownership & Beneficial Interest Detail
| Item | Count/Value |
|---|---|
| Unvested Equity (12/31/2024) | 91,168 units; $2,446,037 (@$26.83/share) . |
| Vested in 2024 | 11,416 units; $335,638 value realized . |
| Beneficial Ownership (3/21/2024) | 124,915; <1% of shares outstanding; group holdings for management/directors total 2,288,703 (2.0%) . |
Investment Implications
- Pay‑for‑performance alignment: Pangburn’s incentive pay is tightly linked to Adjusted EPS/ROE and multi‑year TSR/EPS goals; 2024 corporate performance hit max payout, indicating strong execution and likely positive carryover into LTIP performance tracking .
- Supply dynamics: Multiple time‑based tranches (2025–2027) will vest; 2024 performance‑based LTIPs currently track above target while 2023 track below, creating asymmetric equity outcomes; monitor vesting dates for potential insider selling capacity, noting hedging/pledging prohibitions and retention requirements under ownership guidelines .
- Retention vs. severance economics: Strong severance (cash + accelerated equity) mitigates voluntary departure risk but introduces change‑in‑control and termination value; modified 280G cutback avoids gross‑ups and aligns with governance best practices .
- Performance sustainability: Company’s 2024 growth in Adjusted EPS (+10%), Managed Assets (+11%), and Adjusted NII (+22%) underpin incentive achievement; continued delivery on pipeline and funding diversification supports future equity realizations, but TSR sensitivity keeps long‑term pay exposed to stock performance .
Overall: Pangburn’s incentives emphasize growth in Adjusted earnings/ROE and multi‑year TSR/EPS, with clear vesting schedules and robust governance (clawback, no pledging). Upcoming vesting creates periodic equity supply; focus on quarterly performance vs. the LTIP grids and watch for Form 4 activity around vest dates to gauge selling pressure and alignment.
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