Steven L. Chuslo

About Steven L. Chuslo

Executive Vice President, General Counsel, Secretary (since 2013) and Chief Legal Officer (since January 2021). Previously served as General Counsel and Secretary of HASI’s predecessor since 2008. Education: BA in History (University of Massachusetts/Amherst) and JD (Georgetown University Law Center). Age 64 as of April 7, 2022. Responsibilities include governance support to the board/management and oversight of legal resources for investment and portfolio management; over 30 years’ experience in securities, project finance, energy project development, and federal regulation .

Past Roles

External Roles

No external board or committee roles disclosed for Mr. Chuslo in the reviewed proxy statements .

Fixed Compensation

Base salary progression:

Summary Compensation (reported):

Performance Compensation

Annual incentive structure (program overview):

• Bonus awards comprised of quantitative and qualitative components; no guaranteed payments; aligned to corporate financial and non‑financial goals .
• For comparative context, HASI’s NEO plan emphasizes quantitative targets (e.g., adjusted earnings/share and adjusted ROE in 2024), with clawback and risk controls; while not specific to Mr. Chuslo in 2024, it illustrates program design evolution .

Annual bonus targets and actual outcome (% of year‑end base salary):

Long‑term incentives (grants and vesting design):

Vesting schedules and realizations:

• Specific vesting dates included: 5,463 shares vested on 3/5/2021; 12,109 on 5/15/2021; additional time‑based and performance‑based tranches per program notes .
• Value realized on vesting: 89,639 shares ($3,240,417) in 2020; 61,265 shares ($3,173,750) in 2021 .

Equity Ownership & Alignment

Beneficial ownership (multi‑year):

Unvested awards at 2020 fiscal year‑end:

Ownership policies and restrictions:

• Stock ownership guidelines: CEO/Executive Chair 6x salary; other NEOs 3x salary; five years to comply; must retain 50% of equity grants until compliant; RSUs excluded from “ownership” definition .
• Hedging and pledging prohibited; margin accounts not permitted .

Employment Terms

Severance and change‑of‑control economics (Chuslo):

• Termination without cause/for good reason/non‑renewal: cash severance equal to 2x the sum of current base salary plus the greater of average prior three‑year bonus or target bonus; two years of health benefits; 100% vesting of unvested stock‑based awards .
• Death/disability: accrued compensation; prorated annual bonus upon death; target annual bonus upon disability; two years of health benefits; 100% acceleration of unvested equity .
• Change‑in‑control: 100% acceleration of unvested stock‑based awards at effective date .
• “Good reason” definition is modified post‑change‑in‑control to remove “material” qualifiers for certain NEOs (including Chuslo) .
• 280G excise tax: payments may be cut back to avoid excise tax and preserve deductibility; no 280G gross‑ups .
• Non‑compete and non‑solicit: apply during employment term and for 12 months post‑termination for specified NEOs (including Chuslo) .

Clawback and risk controls:

• Company‑wide clawback policy covering NEOs: recoupment of performance/incentive compensation paid in the three years preceding a financial restatement, to the extent overpaid based on restated results .
• Compensation Committee assessment: programs do not create risks reasonably likely to have a material adverse effect on the Company .

Potential payments (illustrative at 12/31/2020):

Notes:

• The above table reflects proxy‑reported scenario values (includes equity acceleration valuation methodology noted in proxy footnotes) .
• Definitions of “cause,” “good reason,” “disability,” and “change in control” are provided in the proxy and vary by executive .

Investment Implications

• Pay‑for‑performance linkage: Mr. Chuslo’s annual bonuses in 2019‑2020 exceeded targets (133% and 213% of salary), consistent with a program tying payouts to corporate objectives; multi‑year equity awards via restricted stock and LTIP units align interests with long‑term value creation .
• Vesting and potential selling pressure: Large realized values on vesting in 2020 ($3.24M) and 2021 ($3.17M) indicate meaningful equity monetization cycles; while hedging/pledging are prohibited, recurring vestings can create periodic supply from tax‑withholding or diversifying sales .
• Retention and change‑of‑control protection: Two‑times cash severance, two years of benefits, and full acceleration of unvested equity upon termination without cause/for good reason or change‑of‑control support retention yet could elevate CoC costs; 280G cutback and robust clawback mitigate pay‑risk exposure for shareholders .
• Ownership alignment: Multi‑year beneficial holdings (278K in 2021; 326K in 2022) and sizable unvested equity demonstrate skin‑in‑the‑game; formal ownership guidelines and ban on hedging/pledging strengthen alignment .
• Governance quality: Independent Compensation Committee oversight and risk assessment, explicit clawback, and no gross‑ups are positives; ongoing monitoring of award design (e.g., performance metrics and vesting acceleration provisions) remains prudent for dilution and payout sensitivity .

Insider trading note: An attempt to fetch Form 4 transactions for “Steven L. Chuslo” from the insider‑trades skill (2021‑01‑01 to 2025‑11‑19) returned an authorization error; no transactional assertions are made here pending data access restoration.