Teresa M. Brenner
About Teresa M. Brenner
Teresa M. Brenner, age 61, is HASI’s Lead Independent Director (since 2019) and an independent director (since 2016). She retired from Bank of America in 2012 after ~20 years, most recently as Managing Director and Associate General Counsel; she holds a B.A. magna cum laude from Alma College and a J.D. cum laude from Wake Forest University School of Law, where she was a Carswell Scholar and Law Review editor . She serves as Lead Independent Director on a supermajority independent board and is affirmed independent under NYSE and Company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America Corporation | Managing Director & Associate General Counsel | ~1992–2012 | Led legal work spanning governance, compliance, finance/capital markets |
| Residential Capital, LLC | Director (during restructuring) | Mar 2013–Dec 2013 | Served through confirmation of bankruptcy proceeding; oversight in distressed context |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Association of Corporate Directors | Member | — | Governance professional affiliation |
| Society of Corporate Governance | Member | — | Governance professional affiliation |
| American Corporate Counsel Association | Member | — | Legal professional affiliation |
| North Carolina State Bar | Member in good standing | — | Legal credential |
| Temple Israel | President | — | Philanthropy/civic role |
| Right Moves for Youth | Chairperson | — | Philanthropy/civic role |
| Other public company boards | — | — | None currently (Other public boards: 0) |
Board Governance
- Roles: Lead Independent Director; Chair, Nominating, Governance & Corporate Responsibility (NGCR) Committee; member, Compensation Committee .
- Independence: Board determined Ms. Brenner is independent under NYSE and Company Independence Standards; ten of twelve directors are independent .
- Lead Independent Director remit: Schedules agendas with Chair/CEO, chairs meetings in Chair’s absence, presides over independent director executive sessions, liaises on conflicts, co-leads CEO/Chair evaluations, can retain advisors, meets regularly with directors, and periodically engages investors .
- Executive sessions: Independent directors meet in executive sessions at least four times per year; presided by Ms. Brenner .
- Committee mandates:
- NGCR (Chair): Board composition/eligibility, committee nominations, ESG strategy oversight (CarbonCount/WaterCount), board/committee evaluations, human capital strategy (succession, development, pay equity), and HCM disclosures .
- Compensation (Member): Oversees compensation plans and director/NEO pay, agreements/severance, compliance, consultant independence, recoupment/clawbacks; members all independent .
2024 Meeting Attendance (Company-level for relevant bodies)
| Body | Number of Meetings | Attendance |
|---|---|---|
| Board of Directors | 8 | 95% |
| Compensation Committee | 8 | 100% |
| NGCR Committee | 5 | 90% |
Fixed Compensation
- Structure (Independent Directors, 2024):
- Annual cash retainer: $110,000 per director .
- Lead Independent Director incremental cash retainer: $30,000 in 2024; increased to $35,000 for 2025 .
- Committee chair retainers: $25,000 (Audit & Compensation); $15,000 (NGCR & Finance & Risk) .
- Annual equity grant target: $145,000 per director, delivered as LTIP units .
- Ms. Brenner 2024 Compensation:
- Cash fees: $155,000 (LID + NGCR Chair + base) .
- Stock awards: $194,746 .
- Total: $349,746 .
- Election method: All independent directors except Mr. Osgood elected to receive fees in cash (Mr. Osgood elected stock) .
| Component | 2024 Amount |
|---|---|
| Cash Fees | $155,000 |
| Equity (LTIP units fair value) | $194,746 |
| Total | $349,746 |
Performance Compensation
- Annual director equity grant (LTIP units):
- Units granted (2024): 6,126 LTIP units to Ms. Brenner .
- Valuation basis: $31.79 per share (closing price on grant date) .
- Vesting: Time-based; units granted in 2024 vest on June 6, 2025 .
- Design: No performance metrics disclosed for independent director awards; grants are time-based .
| Equity Award Design (Directors) | Metric / Terms | Details |
|---|---|---|
| LTIP units – annual grant | Number granted | 6,126 units (2024) |
| Valuation | Closing price on grant date | $31.79 per share |
| Vesting | Time-based | Vest June 6, 2025 |
| Performance metrics | N/A | No performance measures disclosed for director equity |
Other Directorships & Interlocks
| Company | Role | Committee/Interlocks | Notes |
|---|---|---|---|
| Public company boards | — | — | None currently (Other public boards: 0) |
| Residential Capital, LLC (private) | Director | — | 2013 restructuring/bankruptcy oversight |
| Compensation Committee interlocks | None | Committee is all independent; no insider participation; CEO is a board member but not serving on other companies’ comp committees creating interlocks |
Expertise & Qualifications
- Skills: Corporate governance, risk management, capital markets, financial services, strategic planning, CEO/senior leadership experience, M&A, human capital management (as identified in board skills matrix; “Brenner” marked for these) .
- Legal/governance credentials: Long-tenured financial services legal executive with governance/compliance expertise; professional memberships (NACD, Society of Corporate Governance, ACC; NC State Bar) .
Equity Ownership
| Holder | Shares Beneficially Owned (as of Apr 7, 2025) | Percent of Outstanding | Notes |
|---|---|---|---|
| Teresa M. Brenner | 32,428 | <1% | Address: 1 Park Place, Suite 200, Annapolis, MD 21401 |
| Unvested LTIP units (as of Dec 31, 2024) | 6,126 | — | From 2024 grant; vest June 6, 2025 |
| Ownership Guidelines (Directors) | 5× annual cash retainer | — | Must retain 100% of equity grants until compliant; as of Apr 7, 2025, Brenner had met thresholds (non-compliant directors listed do not include Brenner) |
| Hedging/Pledging | Prohibited | — | Statement of Corporate Policy prohibits hedging, margin accounts, and pledging company stock |
Governance Assessment
- Board effectiveness: Brenner’s LID role centralizes independent oversight (executive sessions, agenda setting, liaison on conflicts, performance evaluations), strengthening checks on management—an investor confidence positive .
- Committee leadership: As NGCR Chair, she oversees ESG strategy, board/committee evaluations, and human capital management—areas that influence risk governance and stakeholder alignment .
- Independence and attendance: Affirmed independent; company-level attendance was strong in 2024 (Board 95%; Compensation 100%; NGCR 90%). NGCR’s 90% suggests room to tighten engagement on ESG/HCM oversight; individual attendance for Brenner not separately disclosed .
- Pay and alignment: Director pay is balanced with cash plus time-based LTIPs; Brenner meets ownership guidelines (≥5× retainer) and is subject to no-hedging/pledging restrictions—robust alignment .
- Conflicts/related parties: Company enforces conflicts policy and prohibits personal loans; indemnification agreements exist for directors (standard) . No specific related-party transactions involving Brenner are disclosed in the proxy section provided.
- RED FLAGS: None explicit in disclosures. Notable watchpoints: NGCR committee attendance (overall 90%) warrants monitoring; prior service on a bankruptcy-stage board (Residential Capital) is experience in distress rather than a current red flag .
Overall signal: Strong independent oversight and governance credentials; compensation and ownership policies support alignment. Monitoring focus should remain on NGCR committee engagement and continued transparency on ESG and HCM outcomes led by the committee Brenner chairs .