Steven G. Osgood

About Steven G. Osgood

Independent director of HASI since 2015; age 68. Osgood chairs the Audit Committee and serves on the Compensation Committee, is a former Certified Public Accountant, and is designated an “audit committee financial expert” under SEC rules. He is CEO of Square Foot Companies, LLC (since 2008) and a trustee of National Storage Affiliates Trust (NSA) since its 2015 IPO, where he chairs the finance committee and serves on the audit committee; he holds a B.S. from Miami University (1978) and an MBA from the University of San Diego (1987) .

Past Roles

External Roles

Board Governance

• Independence and oversight: The board determined Osgood is independent; 10 of 12 current directors are independent. Independent directors meet in executive session at least four times per year, led by the Lead Independent Director (Teresa M. Brenner) .
• Committee assignments: Audit Committee (Chair); Compensation Committee (member). He is designated an “audit committee financial expert” along with two other directors, and all Audit Committee members are financially literate .
• Audit Committee activity: The Audit Committee recommended inclusion of audited financials in the 2024 Form 10-K and appointed Ernst & Young LLP for FY2025; the report was signed by Osgood and committee members .
• Attendance: 2024 meeting attendance rates were Board 95%, Audit 100%, Compensation 100%, Finance & Risk 100%, NGCR 90%; all then-serving directors attended the 2024 annual meeting (company-wide data; not disclosed per-director) .

Fixed Compensation

• Structure (2024): Annual director cash retainer $110,000; incremental chair retainers—Audit and Compensation $25,000; NGCR and Finance & Risk $15,000; equity grant targeted at $145,000 in LTIP units. Directors could elect equity in lieu of cash .
• 2025 changes: Incremental $100,000 cash retainer for Board Chair and Lead Independent Director retainer increased to $35,000; otherwise unchanged .

Director compensation (2024):

Notes:

• Osgood elected to receive all fees in stock; other independent directors elected cash .
• 2024 equity grants: Osgood received 11,829 LTIP units; other independent directors generally received 6,126 LTIP units; grants valued at $31.79 per share; LTIP units vest June 6, 2025 .

Performance Compensation

• Director equity mechanics: Independent director equity has been granted as LTIP units with time-based vesting; no director-specific performance metrics are disclosed for vesting .
• Company-wide performance frameworks (for NEOs, indicative of governance rigor): Annual incentives reference quantitative goals such as Adjusted EPS and Adjusted ROE, with qualitative individual goals; long-term incentives use multi-year metrics (relative and absolute TSR, Cumulative Adjusted EPS). These do not apply to director equity grants but inform compensation governance standards .

Director equity grant details (2024):

Other Directorships & Interlocks

Expertise & Qualifications

• Financial acumen: Former CPA; designated audit committee financial expert; extensive REIT CFO and capital markets experience .
• Education: B.S. (Miami University, 1978); MBA (University of San Diego, 1987) .
• Sector experience: Self-storage and real estate operations; structured finance expertise aligns with HASI’s investment and risk oversight needs .

Equity Ownership

• Hedging/pledging: Company policy prohibits hedging, pledging, and margin accounts for directors and officers, reinforcing alignment with stockholders .

Governance Assessment

• Strengths

  • Independence and expertise: Long-tenured independent director (since 2015) with audit chair role and SEC “financial expert” designation; enhances reliability of financial oversight .
  • Alignment: Elected to take all director fees in stock; meets stringent stock ownership guidelines (≥5× cash retainer); hedging/pledging prohibited .
  • Audit oversight: Led committee recommending audited financials inclusion and auditor appointment; active committee participation and company-wide perfect audit/compensation attendance rates signal engagement .

• Potential risks and monitoring items

  • External board service: Trustee and committee chair/member at NSA may create informational interlocks; no HASI related-party transactions disclosed, but continued monitoring of any business interactions is prudent .
  • Retirement horizon: The board’s target retirement age is 75; Osgood at 68 suggests multi-year runway but succession planning remains a routine governance consideration .

• Policies mitigating conflicts

  • Robust Code of Conduct, conflicts policy requiring pre-approval; personal loans to directors prohibited; indemnification agreements disclosed (standard for Delaware public companies) .
  • Independent compensation consultant (Pay Governance) advising the committee on both executive and director compensation; committee composed solely of independent directors .

• Shareholder feedback signals

  • Annual “Say-on-Pay” advisory vote held; one-year frequency selected by shareholders in 2023; while approval percentages are not disclosed here, governance emphasizes pay-for-performance alignment and best practices .