Christopher Hayes
About Christopher Hayes
Christopher Hayes, age 51, has served as CEO and President of Spruce Power Holding Corporation since April 12, 2024; he has been a director since December 2020 and Chair of the Board since January 2023 . Under Hayes’ tenure, shareholders approved Say‑on‑Pay at the 2025 Annual Meeting (For: 2,873,010; Against: 1,216,162; Abstain: 59,155) and re‑elected him as a Class B director (For: 3,505,738; Withheld: 642,590) . Company pay-versus-performance disclosures show cumulative TSR translating a $100 investment to $11 in 2024 and net loss of $70.5M for FY2024; “compensation actually paid” to the PEO (Hayes) was $1.95M in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alturus | Co‑founder, Managing Partner & Director | 2018–2024 (prior role) | Sustainable infrastructure investment; experience aligned with EaaS and decarbonization focus . |
| Altenex (acquired by Edison International) | Co‑founder | Founded 2011 | Corporate renewable procurement platform; later acquired by Edison International . |
| Edison Energy (subsidiary of Edison Int’l) | SVP | Aug 2016–Jan 2017 | Corporate development/energy markets experience post‑acquisition of Altenex . |
| XL Hybrids/Company affiliate | Board Member | Aug 2019–Dec 2020 | Predecessor company board experience prior to current platform . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No current external public company directorships disclosed for Hayes; no Item 404 related‑party transactions reported upon CEO appointment . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | — | 450,000 (partial year as CEO) |
| Target Bonus (% of base) | — | 100% (target $650,000 on $650,000 base) |
| Actual Bonus Paid ($) | — | 650,000 (100% of target for 2024 STIC) |
Notes: Hayes’ CEO Offer Letter sets initial annual base salary at $650,000 and target annual cash bonus at 100% of base, with Board‑set metrics . 2024 Summary Compensation Table reflects partial‑year salary (from April 12 start) and a $26,875 fee for Board service prior to becoming CEO .
Performance Compensation
- Annual cash incentive (STIC) framework and 2024 outcome:
- Target bonus: 100% of base ($650,000 target) .
- Payout range: 0%–200% of target; Committee discretion applies .
- 2024 payout: 100% of target = $650,000 .
| 2024 STIC Corporate Metrics | Weight | Threshold | Target | Stretch | Max |
|---|---|---|---|---|---|
| Corporate Profitability (Adj. Free Cash Flow) | 35% | $2.7M | $5.4M | $10.0M | $15.0M |
| New Business Net Revenue | — | $1.6M | $3.2M | $5.0M | $15.0M |
| Systems/Contracts Owned | — | 74,730 | 85,000 | 90,000 | 95,000 |
| Operations & Servicing Excellence (portfolio collections, CSAT, tech build‑out) | 40% | — | — | — | — |
| Reporting Accuracy & Timeliness | 25% | — | — | — | — |
- Long-term incentives (2024):
- CEO new‑hire equity valued at 170% of base; 70% stock options and 30% RSUs; 4‑year equal annual vesting from April 12, 2024 .
- Grant details:
| Award | Granted | Vesting | Grant-date Fair Value ($) |
|---|---|---|---|
| Stock Options (exercise $3.75; 4/12/2024) | 295,229 | 25% on each 4/12/2025–2028 | 773,500 |
| RSUs (4/12/2024) | 88,636 | 21,159 sh on 4/14/2025; 21,159 sh on 4/12/2026; 21,159 sh on 4/12/2027; 21,159 sh on 4/12/2028 | 296,391 |
- Equity grant timing control: company discloses options were granted to Hayes on appointment date and not timed around MNPI; shows −3.98% price change around 10‑K disclosure window .
Equity Ownership & Alignment
| Ownership Metric (as of 5/13/2025) | Detail |
|---|---|
| Total beneficial ownership | 213,478 shares (1.2% of outstanding) . |
| Breakdown | 89,522 shares held + options to purchase 123,956 shares . |
| Unvested CEO awards (12/31/2024) | 295,229 unvested options (25% vest annually 2025–2028); 88,636 unvested RSUs with scheduled tranches through 2028 . |
| Insider pledging/hedging | Prohibited for employees, officers and directors (includes pledging, prepaid forwards, swaps, collars, exchange funds, short sales, etc.) . |
| Ownership guidelines | Not disclosed in 2025 proxy; anti‑hedging/pledging and emphasis on equity alignment noted . |
Potential selling pressure indicators:
- Scheduled RSU vest dates in April each year from 2025–2028 and annual option vesting could create periodic liquidity windows; actual sales require Form 4 review (not available in this dataset) . The company bans pledging/hedging, which reduces misalignment risk .
Employment Terms
- CEO Offer Letter (4/12/2024):
- Base salary $650,000; target bonus 100% of base; initial equity at 170% of base (70% options/30% RSUs), vesting over four years; confidentiality, non‑competition and non‑solicitation covenants; eligible for Executive Severance Plan .
- Executive Severance Plan (effective 8/6/2024):
- Without Cause/for Good Reason (outside CIC Period): cash severance equal to 1.5x (CEO) times the sum of current base salary plus full target bonus; accelerated vesting of time‑based equity that would have vested during the “Severance Period” (1.5×12 months = 18 months for CEO); continued health benefits during Severance Period subject to COBRA; conditions include separation agreement and restrictive covenants .
- During Change in Control Period (within 90 days before or 24 months after CIC): cash severance equal to 2.0x (CEO) times the sum of current base salary plus full target bonus; pro‑rata target bonus for year of termination; 18 months of health benefits; up to $25,000 outplacement; full vesting of all outstanding equity (performance awards at target) .
- Definitions: enumerated “Cause” and “Good Reason” standards; CEO not re‑nominated to Board can constitute Good Reason (with cure and notice mechanics) .
- Practices/policies: double‑trigger vesting and severance upon change in control; no tax gross‑ups; no repricing/option exchanges without shareholder approval .
Board Governance (including Board Service History and Dual‑Role Implications)
- Roles and tenure:
- Director since December 2020; Chair since January 2023; CEO and President since April 12, 2024 .
- Board structure and independence:
- Combined CEO/Chair model with an independent Lead Director (John P. Miller) to provide oversight, run executive sessions and lead CEO evaluation/succession .
- Independence: Board determined all directors independent except Hayes (employee) and Eric Tech (former CEO through 2/1/2023) .
- Committees (FY2024 activity and current composition disclosed):
- Audit Committee: John P. Miller (Chair), Jonathan J. Ledecky, Clara Nagy McBane; met 6 times in FY2024 .
- Compensation Committee: Kevin Griffin (Chair), Clara Nagy McBane, Ja‑chin Audrey Lee; met 5 times in FY2024 .
- Nominating & Corporate Governance Committee: John P. Miller (Chair), Jonathan J. Ledecky, Ja‑chin Audrey Lee; met 5 times in FY2024 .
- Each then‑current director attended >75% of Board/committee meetings in FY2024 .
- Dual‑role implications:
- Company cites Hayes’ business knowledge as rationale for combined CEO/Chair; mitigants include independent Lead Director and fully independent standing committees . From an investor perspective, combined roles can concentrate power; the presence of a robust Lead Independent Director and committee independence partially offsets this governance risk .
Director Compensation (applicable where relevant)
- Hayes received $26,875 in 2024 for Board service prior to CEO appointment; thereafter, as an executive, he does not receive director fees .
Pay vs Performance and Operating Signal Table
| Year | PEO Compensation Actually Paid ($) | TSR ($100 initial) | Net Income (Loss) ($000s) |
|---|---|---|---|
| 2022 | 1,297,772 (Tech) | 28 | (93,931) |
| 2023 | 2,230,876 (Tech) / 391,456 (Fong) | 17 | (65,831) |
| 2024 | 1,948,521 (Hayes) | 11 | (70,489) |
Say‑on‑Pay (2025 Annual Meeting): For 2,873,010; Against 1,216,162; Abstain 59,155 .
Compensation Structure Analysis
- Increased at‑risk equity for CEO: 170% of base equity grant on appointment (70% options, 30% RSUs) emphasizes long‑term price appreciation vs. time‑vested only; options vest over 4 years, aligning with multi‑year strategy execution .
- Annual bonus visibility: Clear corporate metrics and weightings disclosed for STIC; Hayes paid at 100% of target for 2024, signaling at‑plan performance vs. elevated outcomes .
- Peer group recalibration: Committee determined prior peers were “aspirational” and adopted a new, more size‑appropriate peer set for 2025 decisions (with Meridian as independent consultant), reducing benchmarking inflation risk .
- Shareholder responsiveness: Expanded STIC disclosure and remediation plan updates for internal control issues; material weaknesses related to journal entries and complex transactions were remediated by 12/31/2024; revenue recognition remediation plan underway .
Risk Indicators & Red Flags
- Governance: Combined CEO/Chair role (mitigated by independent Lead Director and independent committees) .
- Financial: Persistent net losses and depressed TSR per “pay versus performance” table .
- Controls: Prior material weaknesses remediated (journal entries and complex transactions); revenue recognition weakness with remediation plan in progress as of 2025 proxy .
- Hedging/pledging: Prohibited, which reduces misalignment risk .
- Related party: Company disclosed no Item 404 transactions for Hayes at appointment .
Employment Contracts, Severance, and Change‑of‑Control Economics
| Scenario | Cash Severance | Equity | Benefits/Other | Conditions |
|---|---|---|---|---|
| Termination without Cause / Good Reason (non‑CIC period) | 1.5x (CEO) times sum of current base + full target bonus | Time‑based awards vest to the extent they would have vested during Severance Period (18 months for CEO) | Continued health benefits for Severance Period (COBRA mechanics) | Separation and release; restrictive covenants |
| Termination without Cause / Good Reason (CIC period) | 2.0x (CEO) times sum of current base + full target bonus | Full vesting of all outstanding equity; performance awards at target | Pro‑rata target bonus; 18 months health; up to $25,000 outplacement | Separation and release; restrictive covenants |
Vesting Schedules and Potential Insider Selling Pressure
- Options: 295,229 CEO options granted 4/12/2024 vest 25% annually (Apr 12, 2025–2028); legacy options also outstanding at various strikes/expirations .
- RSUs: 88,636 CEO RSUs vest in four equal installments (21,159 shares each on 4/14/2025; 4/12/2026; 4/12/2027; 4/12/2028) .
- Note: Actual selling behavior requires Form 4 analysis; company policy bans pledging/hedging . (No Form 4 data provided in the cited documents.)
Equity Ownership Detail (as of 5/13/2025)
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Christopher Hayes | 213,478 | 1.2% | 89,522 shares held + options to purchase 123,956 shares . |
| Shares Outstanding (for % calc) | 17,826,560 | — | Basis date: 5/13/2025 . |
Expertise & Qualifications
- 20+ years in clean energy, sustainability, and EaaS platforms (Alturus, Altenex/Edison Energy) .
- Board and leadership continuity from director (since 2020) to Chair (2023) to CEO (2024), providing strategic continuity .
- No education credentials disclosed in the 2025 proxy/related filings reviewed .
Say‑on‑Pay & Shareholder Feedback
- 2025 Say‑on‑Pay approved; Committee enhanced STIC disclosure and recalibrated peer group (with Meridian) following engagement outreach to holders representing ~45% of institutional shares; 5 meetings covering ~33% of institutional ownership .
Investment Implications
- Alignment: CEO’s mix (70% options/30% RSUs) and multi‑year vesting tightly link upside to sustained stock appreciation; anti‑hedging/pledging further aligns incentives .
- Retention vs. Cost: Robust severance (1.5x non‑CIC; 2.0x CIC on base+bonus) and full CIC vesting support retention but can elevate change‑of‑control costs, a consideration amid strategic shifts .
- Execution Risk: While 2024 STIC paid at 100% of target, TSR remains weak and net losses persist, increasing pressure on Hayes to deliver durable cash flow and organic growth he articulated upon appointment .
- Governance: Combined CEO/Chair poses oversight risk; Lead Independent Director and fully independent committees are mitigating controls that investors should monitor alongside future Say‑on‑Pay outcomes .