Nancy C. Floyd
About Nancy C. Floyd
Independent director at HASI since 2021; age 70. Former founder and Managing Director of Nth Power (clean energy venture capital) with prior operating and regulatory roles in utilities and early-stage energy tech. Education: B.A. in Government (Franklin & Marshall, 1976) and M.A. in Political Science (Rutgers, 1977). Serves on the Audit Committee and the Finance & Risk Committee; designated an “audit committee financial expert” by the board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nth Power LLC | Founder; Managing Director | 1993–2022 | Specialized in clean energy technology venture investing; served on 14 private clean tech boards (chair of 4) |
| Barakat & Chamberlain (utility consulting) | Started technology practice | 1989–1993 | Built utility-focused technology consulting capability |
| PacTel Spectrum Services | Founding team; operating role | 1985–1988 | Provider of network management services; sold to IBM |
| NFC Energy Corporation | Founder; CEO | 1982–(sold) | One of the first U.S. wind developers; successfully sold the company |
| Vermont Public Service Board (now VT PUC) | Director of Special Projects | 1977–1980 | Regulatory, energy policy experience |
External Roles
| Organization | Public/Private | Role | Tenure | Committees |
|---|---|---|---|---|
| Beam Global (NASDAQ: BEEM) | Public | Director; Audit Chair; Comp; Nominating & Governance | 2020–2023 | Chaired audit; served on comp and nom/gov |
| AltaGas Services & AltaGas Power Holdings (U.S.) Inc. (TSX: ALA) | Public (parent on TSX) | Director; Audit Chair | 2018–2019 | Chaired audit |
| WGL Holdings, Inc. and Washington Gas (NYSE: WGL) | Public (during tenure) | Director | 2011–2018 | Audit and governance committees |
| Activate Capital | Private/VC | Fund Advisor | 2018–2021 | Investment advisory |
| The Christensen Fund | Foundation | Investment Committee Member | 2017–2021 | Investment committee |
| Other current public company directorships | — | None disclosed | — | — |
Note: HASI’s proxy lists “Other public boards” = 0 for Ms. Floyd as of the April 7, 2025 record date.
Board Governance
- Independence: Board determined Ms. Floyd is independent under NYSE standards and company Independence Standards. She is one of 10 independent directors on a 12-member board.
- Committee assignments: Audit Committee member (board-designated “audit committee financial expert”); Finance & Risk Committee member.
- Chair roles: None (Audit Chair is Steven G. Osgood; Finance & Risk Chair is Charles M. O’Neil).
- Years of service on HASI board: Director since 2021 (~4 years as of 2025).
- Executive sessions: Independent directors meet in executive session at least four times per year, led by the Lead Independent Director.
- Attendance context: In 2024, committee-level attendance rates were 100% for Audit and 100% for Finance & Risk; the board overall had 95% attendance (company-level reporting, not per director).
Fixed Compensation (Independent Director Program)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (2024) | 110,000 | Standard non-employee director retainer |
| Incremental fees (Lead Independent Director) | — | N/A for Ms. Floyd |
| Incremental fees (Committee Chair) | — | Not a chair |
| Meeting fees | — | Not used |
| Expense reimbursement | Actuals | Standard reimbursement policy |
- 2025 changes: No change to base director cash retainer or target equity; chair of the board receives an additional $100,000; Lead Independent Director incremental retainer increased to $35,000 (not applicable to Ms. Floyd).
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Quantity | Grant-Date Valuation | Vesting |
|---|---|---|---|---|
| LTIP units (director annual grant) | 06/06/2024 | 6,126 | $194,746 total (valued at $31.79 per share) | Vests 06/06/2025 |
- The 2024 director equity program targeted $145,000 per director; reported grant-date fair values reflect ASC 718 valuation; Ms. Floyd’s 2024 director compensation shows $194,746 in stock awards, aligned with 6,126 LTIP units granted 06/06/2024 (Form 4 also filed).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed as of the 2025 record date. |
| Compensation committee interlocks | Company discloses no interlocks; comp committee comprised solely of independent directors (Ms. Floyd is not a member). |
Expertise & Qualifications
- Designated “audit committee financial expert”; financially literate; deep energy/utility domain expertise; risk management and capital markets experience.
- Skills matrix marks for Ms. Floyd include Risk Management, Capital Markets, CPA/Financial, Power/Utility/Natural Resources, Financial Services, Strategic Planning, Technology/Cybersecurity, CEO/Senior Leadership, M&A, Corporate Governance, Human Capital Management.
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of 04/07/2025) | 17,343 shares; <1% of outstanding |
| Director stock ownership guideline | 5x annual cash retainer; 5 years to comply; must retain 100% of equity grants (net of taxes) until compliant |
| Compliance status | Has until 2026 to meet guideline |
| Hedging/pledging | Company policy prohibits hedging, holding in margin, or pledging of director/officer equity |
Citations: Beneficial ownership table and status ; guideline and retention requirements and Ms. Floyd’s compliance timeline ; hedging/pledging prohibitions .
Insider Trades (HASI)
| Date | Form | Transaction | Security | Quantity | Notes/Link |
|---|---|---|---|---|---|
| 06/06/2024 | Form 4 | Award (A) | LTIP units | 6,126 | Director annual equity; per company Form 4 and proxy compensation table |
| 06/06/2025 | Form 4 | Reported transaction | LTIP units | — | Filing indicates director equity activity on 06/06/2025 (details in filing) |
Note: Quantities/prices are as disclosed in filings; director LTIP awards are generally time-vested and may be reported with zero dollar price on Form 4.
Governance Assessment
- Strengths
- Independence and expertise: Independent director and audit committee financial expert with deep clean energy and utility background; sits on Audit and Finance & Risk—committees critical to financial reporting, risk oversight, and cybersecurity.
- Workload/attention: No concurrent public company boards; reduces overboarding risk.
- Risk oversight culture: Committees composed solely of independent directors; Finance & Risk charged with key risk domains; Audit reports robust external auditor oversight; committee-level attendance for her committees was 100% in 2024 (company-wide measure).
- Alignment controls: Strict stock ownership guidelines with retention until compliance; prohibition on hedging, margin, and pledging enhances alignment.
- Watch items
- Ownership guideline progress: Ms. Floyd has not yet met the 5x retainer ownership guideline but is within the five-year compliance window (deadline 2026). This is a monitoring item rather than a governance failure.
- Related-party risks: None disclosed; company policy prohibits related-party conflicts and personal loans; continue monitoring for any transactions given her historical industry ties.
- No red flags identified related to attendance gaps, option repricings, tax gross-ups, or related-party transactions in the proxy period.
Director Compensation (2024 actual)
| Component | Nancy C. Floyd ($) |
|---|---|
| Fees Paid or Earned in Cash | 110,000 |
| Stock Awards (LTIP units fair value) | 194,746 |
| Total | 304,746 |
Citations: Director Compensation Table (2024)
Board Governance (Committee Detail Snapshot)
| Committee | Role | 2024 Meetings | Attendance (Company-level) |
|---|---|---|---|
| Audit | Member; Audit Committee Financial Expert | 9 | 100% |
| Finance & Risk | Member | 5 | 100% |
Citations: Committee memberships and “financial expert” designation ; Finance & Risk membership ; committee meeting counts and attendance rates
Related-Party & Conflicts Check
- Policy prohibits conflicts and personal loans; board/Chief Legal Officer pre-approval required for exceptions. No related transactions disclosed for directors.
Say-on-Pay & Shareholder Engagement (context)
- Active shareholder outreach (~250 meetings in 2024); annual Say-on-Pay on ballot; board asserts pay-for-performance framework for executives. While not director-specific, it informs governance tone.
Summary Implications for Investors
- Ms. Floyd enhances board effectiveness through seasoned clean energy investing and audit/risk oversight credentials, with “audit committee financial expert” status signaling strong financial literacy. Equity alignment is progressing; monitor attainment of the 2026 ownership guideline. No apparent conflicts or governance red flags disclosed; committee structure and policies (hedging/pledging prohibitions, independence, attendance) support investor confidence.