Susan D. Nickey
About Susan D. Nickey
Executive Vice President and Chief Client Officer at HASI; age 64, EVP/CCO since 2021 and with the company since 2014 (previously Managing Director); BBA (Notre Dame) and MS in Foreign Service (Georgetown) . Company performance relevant to incentive alignment: 2024 Adjusted EPS was $2.45 (+10% YoY), Adjusted ROE was 12.5% (above target), portfolio grew 6% to $6.6B and Managed Assets rose 11% to $13.7B; three‑year annualized TSR over 2022–2024 was −20% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HASI | Managing Director | 2014–2021 | Senior leadership in client/business development before elevation to EVP/Chief Client Officer . |
| Threshold Power | Founder & CEO | — | Founding leadership in energy; prior CEO experience leveraged for client relationships (years not disclosed) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Clean Power Association | Chair, Board of Directors | Current | Industry leadership role; potentially enhances deal flow and market insight . |
| American Council on Renewable Energy | Director | Prior | Additional sector network; board experience (as of 2023 proxy) . |
| Ceres | President’s Council (member) | Current | ESG and sustainability advocacy network . |
Fixed Compensation
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | 420,000 | 440,000 | 440,000 . |
| Target Annual Bonus (% of base) | 140% | 140% | 160% (raised for 2025) . |
Performance Compensation
Annual Bonus – 2024 Plan Design and Results
| Metric | Weight | Target | Out/Max | Actual | Payout Factor |
|---|---|---|---|---|---|
| Adjusted EPS | 75% | $2.34 (100%) | $2.34–$2.45 (200%) | $2.45 | 200% (interpolated scale) . |
| Adjusted ROE | 25% | 10.0% (100%) | 10.0%–11.0% (200%) | 12.5% | 200% (interpolated scale) . |
| Individual Performance | 10% of bonus construct | Qualitative | — | Above expected for NEOs | Contributed to avg 190% of target for NEOs . |
| Executive | 2024 Target Bonus (%) | 2024 Actual Bonus (%) | Total Incentive Earned ($) | Cash vs Equity Mix |
|---|---|---|---|---|
| Susan D. Nickey | 140% | 266% | 1,170,400 | 100% cash . |
Notes:
- Corporate metric payout computed at 200% based on Adjusted EPS and Adjusted ROE outperformance; NEOs averaged 190% overall after individual performance assessment .
- Company reported 2024 Adjusted EPS $2.45 (+10% YoY) supporting the outperformance outcome .
Long‑Term Incentive Awards (LTI)
| Grant Year | Instrument | Quantity | Grant Date Value ($) | Vesting / Performance Conditions |
|---|---|---|---|---|
| 2024 | Performance LTIP Units | 40,000 | Included in total | 50% tied to Cumulative Adjusted EPS (Threshold/Target/Outperform: $6.69/$7.38/$8.12) and 50% to Relative TSR (30th/55th/80th percentile); three‑year measurement; capped at 100% if Absolute TSR <0 . |
| 2024 | Time‑based LTIP Units | 20,000 | 1,169,900 (total 2024 LTI value) | Vests in three equal tranches on May 15, 2025; Mar 5, 2026; Mar 5, 2027 . |
Tracking as of 12/31/2024 (not final):
- 2024 performance LTIP units “currently tracking above target” at 0.63 OP units per LTIP unit for the 2024 cycle as reflected in outstanding awards table (estimate as of last trading day 2024) .
- Earlier 2022/2023 performance cycles show tracking below target for certain tranches (e.g., 2022 award tranche reflects zero vesting expectation) .
Equity Ownership & Alignment
Beneficial Ownership (Trend)
| Date (Record) | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Apr 7, 2021 | 85,536 | <1% . |
| Apr 12, 2023 | 109,164 | <1% . |
| Mar 21, 2024 | 124,550 | <1% . |
Outstanding and Unvested Equity (as of Dec 31, 2024)
| Tranche | Units | Key Terms / Vest Date |
|---|---|---|
| Time‑based LTIP | 3,083 | Vests 3/5/2025 . |
| Time‑based LTIP | 12,334 | Two equal annual installments on 3/5/2025 and 3/5/2026 . |
| Performance LTIP (2022 cycle) | 4,626 | 3/5/2025 determination; as of 12/31/2024 tracking to zero vesting . |
| Time‑based LTIP (2024) | 20,000 | 1/3 on 5/15/2025; 1/3 on 3/5/2026; 1/3 on 3/5/2027 . |
| Performance LTIP (2023 cycle) | 13,875 | 3/5/2026 determination; reflects 0.375 per LTIP unit tracking as of 12/31/2024 . |
| Performance LTIP (2024 cycle) | 25,000 | 3/5/2027 determination; reflects 0.63 per LTIP unit tracking as of last trading day 2024 . |
| Total Unvested Units | 78,918 | Market value $2,117,370 at $26.83 (12/31/2024) . |
Alignment policies:
- Stock ownership guidelines: 3x base salary for NEOs; until compliant, must retain 50% of net shares from equity grants .
- Hedging, margin, and pledging prohibited by policy (mitigates alignment risk) .
- Clawback policy for performance/incentive compensation in event of an accounting restatement .
Implications for potential selling pressure:
- 2025 scheduled vesting includes 3/5/2025 and 5/15/2025 time‑based tranches; 2022 performance tranche expected to vest at zero, reducing incremental 2025 supply from that program .
Employment Terms
- Employment agreement effective June 30, 2021; at‑will with 30 days’ notice .
- Compensation targets in agreement: base salary initially $370,000; target bonus 125% of base (company subsequently set target bonus at 160% for 2025) .
- Severance (termination without cause or resignation for good reason): accrued compensation; 12 months’ salary; 100% of average bonus over prior 3 years; 12 months health benefits; 100% vesting of unvested equity .
- Death/Disability: accrued compensation; prorated (death) or target (disability) bonus for year; 100% equity vesting .
- Change in control: modified 280G cutback applies (no gross‑up); company determines best after‑tax outcome vs cutback .
- Restrictive covenants: standard covenants apply during employment and for 12 months post‑termination .
Compensation Structure Analysis
- Mix skewed to at‑risk/equity: For NEOs, majority of target compensation is variable/equity; 2024 program emphasized performance‑based outcomes (e.g., 90% corporate metrics for bonus; multi‑year TSR and cumulative Adjusted EPS for LTIP) .
- Metrics rigor: 2024 adjusted EPS and ROE targets with 200% maximums; LTIP uses both relative TSR (≥55th percentile for target) and cumulative Adjusted EPS with defined thresholds/targets/outperform levels; cap applied if absolute TSR <0 .
- Policies mitigate red flags: no 280G gross‑ups; no option repricing; hedging/pledging prohibited; clawback in place .
- Peer benchmarking: Compensation Committee uses an 18‑company peer group spanning asset managers, renewables equipment, energy services, and internally managed mortgage REITs; peer group composition updated in 2023/2024 to better reflect business mix .
Performance & Track Record (Company context)
- 2024 achievements: Adjusted EPS $2.45 (+10% YoY), Adjusted NII +22% YoY to $264M, portfolio +6% to $6.6B, Managed Assets +11% to $13.7B; pipeline >$5.5B; dividend increased to $0.42 in Q1’25 .
- Pay outcomes tied to results: 2024 corporate metrics paid at 200% on plan; Ms. Nickey’s bonus paid at 266% of base (100% cash) .
- TSR context: CEO realizable pay analysis shows 3‑yr annualized TSR −20% over 2022–2024; long‑term performance awards tracking varied across cycles (some below target, 2024 cycle above target as of 12/31/2024 estimates) .
Risk Indicators & Red Flags
- No pledging/hedging allowed; options not used or repriced; no 280G gross‑ups (generally shareholder‑friendly) .
- Clawback policy exists for restatements (recoupment risk on performance pay) .
- Certain performance LTIP cycles tracking below target (reduces windfall risk); 2024 cycle tracking above target (potential upside) as of 12/31/2024 estimates .
Investment Implications
- Alignment: High proportion of performance‑based pay and strict ownership/anti‑hedging rules support shareholder alignment; Ms. Nickey’s 2024 bonus and sizable 2024 LTIP grant are explicitly tied to Adjusted EPS/ROE and multi‑year TSR/EPS goals .
- Retention risk: Employment agreement provides 12‑month salary and average‑bonus severance plus full equity acceleration on qualifying termination; restrictive covenants run 12 months—reasonable stickiness but full acceleration raises turnover cost to shareholders under certain scenarios .
- Trading signals: 2025 has multiple time‑based vesting events (3/5/2025 and 5/15/2025) which can create supply; 2022 performance tranche expected at zero, partially offsetting; later performance cycles could add supply if outperformance persists .
- Pay for performance credibility: Corporate metrics exceeded targets in 2024 driving elevated cash bonus; long‑term awards include downside caps if absolute TSR is negative, aligning realized pay with shareholder outcomes .