Nitya Gopalakrishnan
Executive Vice President and Chief Operating Officer at HA Sustainable Infrastructure Capital
Executive
About Nitya Gopalakrishnan
Executive Vice President and Chief Operating Officer at HA Sustainable Infrastructure Capital, Inc. (HASI), appointed July 14, 2025; age 53; B.S. in Computer Science from Madurai University . Prior to HASI, she served over two decades at BlackRock, most recently as Managing Director and Head of Investment Infrastructure, SMA Solutions (2024–2025), and earlier as COO and Head of Platform, Separately Managed Accounts (2019–2023) . Company performance context for incentive alignment: 2024 Adjusted EPS $2.45 (10% YoY) and Adjusted ROE above target; Q2 2025 and Q3 2025 Adjusted EPS were $0.60 and $0.80, respectively; CEO pay-for-performance analysis showed relative TSR at the 37th percentile over 2021–2023 with realizable pay at the 38th percentile, indicating alignment between pay outcomes and stock performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BlackRock | Managing Director & Head of Investment Infrastructure, SMA Solutions | 2024–2025 | Led SMA infrastructure for investment platforms; deepened operational scalability . |
| BlackRock | COO & Head of Platform, Separately Managed Accounts | 2019–2023 | Ran SMA platform operations; enhanced efficiency and client delivery . |
| BlackRock | Director of Platform Integration | 2010–2019 | Drove integration of investment platforms and processes . |
| BlackRock | VP, Aladdin Engineering | 2000–2010 | Built technology backbone for portfolio and risk systems . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| KG Foundation | Board Member | N/A | Non-profit governance experience . |
| Money Management Institute | Member | N/A | Industry engagement and standards participation . |
Fixed Compensation
| Component | Amount / Terms | Effective Date | Notes |
|---|---|---|---|
| Base Salary | $400,000 | Offer Letter (July 2025) | As COO . |
| Target Annual Bonus | 125% of base salary | Offer Letter (July 2025) | Cash performance bonus eligibility . |
| Signing Equity Grant | 20,000 restricted shares | Granted per Offer Letter (July 2025) | Annual vesting over three years . |
| LTIP Eligibility | Discretionary target of 100% of base | Per LTIP plan | Subject to LTIP terms and vesting . |
| Relocation | Up to $100,000 reimbursement | Offer Letter (July 2025) | One-time benefit . |
Performance Compensation
Annual Incentive Plan Structure (Company framework; 2024 reference)
| Metric | Weighting | Target (Threshold/Target/Max) | Actual (2024) | Payout vs Target |
|---|---|---|---|---|
| Adjusted Earnings per Share | 75% | $2.23–$2.34 (50%); $2.34 (100%); $2.34–$2.45 (200%) | $2.45 | 200% of target . |
| Adjusted ROE | 25% | 9.5–10.0% (50%); 10.0% (100%); 10.0–11.0% (200%) | 12.5% | 200% of target . |
| Qualitative Individual Goals | 10% of bonus | Committee evaluation | Above expected for NEOs (2024) | Avg. NEO payout ~190% of target . |
Company context to 2025 performance inputs: Q2 2025 Adjusted EPS $0.60; Q3 2025 Adjusted EPS $0.80; Adjusted ROE in Q3 2025 was 15.6% annualized .
Long-Term Incentive Program Design (Company)
| Component | Weighting | Performance Targets | Vesting Mechanics |
|---|---|---|---|
| Performance LTIP (Relative TSR) | 25% of total LTIP (half of performance bucket) | Threshold 30th percentile; Target 55th; Outperform 80th; cap at 100% if Absolute TSR < 0 | Earned 50–200% over ~3 years; Monte Carlo valuation; vest contingent on performance . |
| Performance LTIP (Cumulative Adjusted EPS) | 25% of total LTIP | Threshold $6.69; Target $7.38; Outperform $8.12 | Earned 50–200% over ~3 years; subject to performance . |
| Time-Based LTIP/Restricted Equity | 50% of total LTIP | N/A | Typically vests in equal annual tranches over ~3 years (e.g., 2024 grants vest May 15, 2025; Mar 5, 2026; Mar 5, 2027) . |
| Nitya Signing RS | N/A (separate) | N/A | 20,000 restricted shares vest annually over three years . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership at Appointment | Form 3 filed Sept 11, 2025 reported “No securities are beneficially owned” as of event date 07/31/2025; POA on file . |
| Pending/Unvested Awards | 20,000 restricted shares from signing grant, annual vesting over three years . |
| Ownership Guidelines (NEOs) | 3x base salary for non-CEO NEOs; 5-year compliance window; must retain 50% of net shares until compliant . |
| Hedging/Pledging | Prohibited for directors and officers: no hedging, margin accounts, or pledging . |
| Clawback | Performance/incentive compensation subject to recoupment upon accounting restatement due to material noncompliance . |
Employment Terms
| Term | Provision |
|---|---|
| Start Date & Role | Appointed EVP & Chief Operating Officer on July 14, 2025 . |
| Severance (without Cause) | 12 months base salary; bonus equal to 100% of average annual bonus over prior three years (or fewer, if applicable); health benefits continuation for one year (offset if new employer provides benefits) . |
| Equity Acceleration | 100% of unvested stock or stock-based awards become fully vested/exercisable upon termination without cause (single-trigger acceleration) . |
| Change-of-Control | Not specified in Offer Letter summary; equity acceleration tied to termination without cause . |
| Clawback & Compliance | Company clawback policy; insider trading/pledging prohibitions; stock ownership guidelines apply to NEOs . |
| Related Parties | No family relationships; no Item 404(a) related party transactions disclosed . |
Investment Implications
- Pay-for-performance alignment: Her annual bonus and LTIP eligibility are tethered to HASI’s core metrics (Adjusted EPS, Adjusted ROE, Relative TSR, Cumulative Adjusted EPS), which historically drove 200% corporate payout at target achievement in 2024 and are tracking favorably in 2025 (Adjusted EPS acceleration; Adjusted ROE 15.6% in Q3) .
- Retention vs. shareholder protection: Offer Letter’s single‑trigger full acceleration of unvested equity upon termination without cause is atypical and can reduce retention friction but introduces a potential governance red flag compared to double‑trigger norms; monitor any subsequent employment agreement filings for refinements .
- Near-term selling/vesting pressure: Initial Form 3 showed no holdings; however, the 20,000 RS signing grant will vest annually over three years, creating predictable vest dates that may introduce modest supply from tax-withholding or sales; pledging/hedging bans mitigate alignment risks .
- Ownership build requirement: As a NEO, she must reach 3x salary ownership within five years and retain 50% of net shares until compliant, supporting skin‑in‑the‑game alignment over time .
- Execution risk and value creation: Her BlackRock platform and SMA operations pedigree suggests strong process rigor and tech-enabled scaling, well-suited to HASI’s diversified climate solutions portfolio and fee/recurring income model; performance context includes 2024 Adjusted EPS growth and 2025 Adjusted Earnings progression, but multi-year TSR challenges warrant continued focus on LTIP metrics and capital allocation efficiency .
Sources: Appointment/compensation terms ; Form 3 and POA ; Company pay framework and governance policies ; Performance context .