Richard J. Osborne
About Richard J. Osborne
Independent director since 2013 (age 74), former CFO, Chief Risk Officer and Treasurer of Duke Energy Corporation with 35+ years in energy sector finance; holds a BA in History/Economics from Tufts (1973) and an MBA from UNC Chapel Hill (1975). He qualifies as an SEC “audit committee financial expert” and currently serves on the boards of the Chautauqua Institution and Chautauqua Foundation. Tenure and senior finance/risk background position him for effective oversight of audit and compensation matters at HASI.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke Energy Corporation | CFO; Chief Risk Officer; Treasurer; Group VP Public & Regulatory Affairs | 31 years, retired 2006 | Led finance and risk; chaired finance divisions of Southeastern Electric Exchange and Edison Electric Institute; founding board member, Committee of Chief Risk Officers |
| Duke Energy Field Services (JV with ConocoPhillips) | Director | Prior to 2006 | Governance oversight for midstream JV |
| TEPPCO Partners, LP | Director | Prior to 2006 | Oversight at public MLP managing midstream energy assets |
| Committee of Chief Risk Officers | Founding board member | Prior to 2006 | Established enterprise risk practices across industries |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chautauqua Institution | Board member | Current | Non-profit governance |
| Chautauqua Foundation | Board member | Current | Non-profit governance |
| Other public company boards | — | Current | 0 current public boards (reduces interlock/conflict risk) |
Board Governance
- Independence: Board affirmatively determined Osborne is independent under NYSE and HASI standards; 10 of 12 directors are independent.
- Committee assignments: Audit Committee member; Compensation Committee Chair.
- Financial expertise: Audit committee financial expert per SEC; financially literate per NYSE.
- Attendance: 2024 Board 95%, Audit 100%, Compensation 100% (committee-level).
- Lead Independent Director structure and executive sessions strengthen independent oversight; majority vote policy for director elections.
Fixed Compensation
| Component | 2024 Amount | Policy Detail |
|---|---|---|
| Annual cash retainer | $110,000 | Paid quarterly in arrears; directors could elect equity in lieu of cash |
| Chair fee – Compensation Committee | $25,000 | Incremental cash retainer for committee chairs |
| Total fees paid in cash (Osborne) | $135,000 | 2024 Director Compensation Table |
Performance Compensation
| Grant Type | Grant Date | Number of LTIP Units | Grant-date Fair Value | Vesting / Terms |
|---|---|---|---|---|
| LTIP units (director annual grant) | 2024 (valued at $31.79 close) | 6,126 | $194,746 | Time-based; vests June 6, 2025 (no performance metrics disclosed for directors) |
Note: Director equity grants are time-based LTIP units; the proxy does not specify performance conditions for director awards.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (0) |
| Prior public company boards | TEPPCO Partners, LP; Duke Energy Field Services (JV) |
| Non-profit boards | Chautauqua Institution; Chautauqua Foundation |
| Interlocks | Compensation Committee comprised solely of independent directors; consultant (Pay Governance) determined independent; no compensation committee interlocks disclosed. |
Expertise & Qualifications
- Senior finance/risk management, utility/power sector experience; strategic planning; capital markets.
- Audit committee financial expert and financially literate per NYSE.
- Education: BA Tufts (1973); MBA UNC (1975).
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Common Stock) | 58,713 shares | <1% of outstanding (“*” in proxy) |
| Unvested director LTIP units | 6,126 units (2024 grant) | Vests June 6, 2025 |
| Stock ownership guidelines | Minimum 5x annual cash retainer | Osborne met guideline as of April 7, 2025 |
| Hedging/pledging policy | Prohibited for directors (no hedging, margin or pledging) | Alignment safeguard |
Governance Assessment
- Board effectiveness: Osborne’s dual role (Compensation Chair; Audit member) with audit financial expert credential and perfect committee attendance supports strong oversight of pay, controls and risk.
- Independence/alignment: Independent status, compliance with 5x ownership guideline, anti-hedging/pledging policy, and use of an independent comp consultant are positive signals for investor confidence.
- Compensation structure: Mix of fixed cash (retainer + chair fee) and time-based LTIP units; no director meeting fees; equity grants align directors with shareholders.
- Potential conflicts: No related-party transactions disclosed; indemnification agreements standard for directors; no current public company interlocks.
- Risk indicators: Age 74 vs. board’s target retirement age 75 may imply near-term succession/refresh considerations; continuity planning should be monitored.
RED FLAGS
- Approaching retirement age (75 target): Potential upcoming turnover and committee leadership transition risk; monitor succession for Compensation Chair.
Overall implication: Osborne’s experience, committee leadership and independence, coupled with strong attendance and alignment policies, indicate robust governance oversight with limited conflict risk; succession planning is the key watch item given age-based retirement policy.