Clara Nagy McBane
About Clara Nagy McBane
Clara Nagy McBane (38) has served on Spruce Power’s Board since June 21, 2024; she is an independent director and has been nominated for election as a Class B director at the 2025 Annual Meeting . She is Founder and CEO of Ventura Energy (formed in 2021) and, since 2024, CEO of Ventura Energy Partners; previously SVP, Business Development (U.S.) at Source Global PBC (2019–2022) and Director, Business Development at Advanced Microgrid Solutions (2018–2019) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Source Global, PBC | SVP, Business Development (U.S.) | 2019–2022 | Off-grid renewable water; commercial growth leadership |
| Advanced Microgrid Solutions (sold to Fluence Energy, Inc.) | Director, Business Development | 2018–2019 | Origination for energy storage solutions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ventura Energy | Founder and CEO | 2021–Present | Developer of behind-the-meter and community-scale solar and storage |
| Ventura Energy Partners | CEO | 2024–Present | Partnerships and platform expansion |
| Other public company boards | — | — | No other public company directorships disclosed in her biography |
Board Governance
- Independence: The Board determined Ms. McBane is independent under NYSE standards .
- Appointment and nomination: Appointed June 21, 2024 pursuant to a Cooperation Agreement with Clayton Capital; nominated for a 3-year term expiring 2028 at the 2025 Annual Meeting .
- Committee assignments (current): Audit Committee (member); Compensation Committee (member). Audit met 6x in FY2024; Compensation met 5x in FY2024 .
- Attendance: In FY2024, each then-current director attended >75% of the aggregate of Board and applicable committee meetings for periods served (Board held 10 meetings) .
- Board leadership: CEO Christopher Hayes serves as Chair; the Board has a Lead Independent Director (John P. Miller) to provide independent oversight and preside over executive sessions of non-management directors .
- Cooperation Agreement details: Company agreed to appoint Ms. McBane to the Compensation and Nominating & Corporate Governance Committees; standstill and voting commitments by Clayton; agreement sunsets after the 2025 meeting timing milestones. Current roster shows Ms. McBane on Audit and Compensation (not Nominating) .
Board and Committee Meetings (FY2024)
| Body | Meetings in FY2024 |
|---|---|
| Board of Directors | 10 |
| Audit Committee | 6 |
| Compensation Committee | 5 |
| Nominating & Corporate Governance Committee | 5 |
Fixed Compensation (Director)
- Structure: Annual cash retainer $50,000; Chair of Board +$20,000; Committee member retainers—Audit $10,000, Compensation $7,500, Nominating $5,000; Committee chair adders—Audit $20,000, Compensation $15,000, Nominating $10,000; paid quarterly .
| Item | Amount |
|---|---|
| Annual cash retainer | $50,000 |
| Audit Committee member retainer | $10,000 |
| Compensation Committee member retainer | $7,500 |
| Nominating Committee member retainer | $5,000 |
| Committee chair adders (if applicable) | Audit $20,000; Compensation $15,000; Nominating $10,000 |
2024 Actual Director Compensation (Clara N. McBane)
| Component | 2024 Amount |
|---|---|
| Fees earned or paid in cash | $32,967 |
| Stock awards (grant-date fair value) | $375,002 |
| Total | $407,969 |
Note: Stock awards reflect (i) an initial RSU award equal to 150% of the annual equity award and (ii) the annual RSU award; both granted August 12, 2024 to new non-employee directors; unvested RSUs outstanding at year-end indicated below .
Performance Compensation (Director)
- Equity form: RSUs only (no director options). Annual equity award $150,000 in RSUs; Chair receives an additional $25,000 in RSUs .
- Vesting: Annual RSUs vest in full on the first anniversary of grant; initial RSUs for new directors vest in equal installments on the first, second, and third anniversaries of grant .
| Equity Element | Amount/Terms |
|---|---|
| Annual RSU award | $150,000; 1-year cliff vest |
| Initial RSU award (upon Board entry) | 150% of annual award ($225,000); 3-year equal installments |
| 2024 Stock awards (Clara) | $375,002; granted 8/12/2024 |
No performance-vesting metrics apply to director RSUs; awards are time-based to align director interests with shareholders .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards (other than SPRU) | None disclosed in proxy biography |
| Committee interlocks | Not disclosed; Compensation Committee comprised entirely of independent directors |
Expertise & Qualifications
- 14 years in renewables with expertise in renewable energy finance, operations, and scaling development organizations; experience across solar, storage, and hydro assets and regulatory landscapes .
- Brings entrepreneurial leadership and complex technical sales experience relevant to Spruce’s energy-services model .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Shares beneficially owned (record) | 2,000 |
| RSUs vesting within 60 days of 5/13/2025 | 23,585 |
| Unvested RSUs outstanding at 12/31/2024 | 118,987 |
| Beneficial ownership as % of outstanding | <1% (asterisked per proxy footnote) |
Policy alignment:
- Company prohibits pledging and hedging of company stock by directors and officers (anti-hedge/anti-pledge), supporting alignment with long-term shareholders .
Related Party Transactions and Conflicts
- Related party transactions: None to report under SEC rules for the period; Audit Committee oversees a formal related-person transactions policy .
- Section 16(a) compliance: One late Form 4 reported for Ms. McBane; others also had isolated late reports .
Governance Assessment
Strengths:
- Independent director with domain expertise and capital/operations experience in distributed energy; adds technical and commercial depth to Audit and Compensation oversight .
- High equity mix in director pay (~92% equity in 2024: $375,002 equity vs. $32,967 cash), enhancing ownership alignment; anti-hedging/pledging policy further supports alignment .
- No related party transactions disclosed, reducing conflict risk .
- Attendance threshold met (>75%) during 2024 service period, supporting engagement .
Watch items / investor signals:
- Activism-linked appointment and nomination under a Cooperation Agreement; while typical of refreshment, investors should monitor the agreement’s standstill/voting terms and sunset (through 2025 meeting timing) and assess independence of judgment over time .
- Minor process flag: one late Section 16 Form 4 (administrative), not uncommon but noted for completeness .
- Board leadership is combined CEO/Chair; mitigated by a Lead Independent Director and fully independent standing committees; continue to assess board oversight balance .
Director Compensation Policy Reference
| Element | Policy Detail |
|---|---|
| Annual cash retainer | $50,000 |
| Annual equity award | $150,000 in RSUs (Chair +$25,000 RSUs) |
| Initial equity award (new directors) | 150% of annual equity award in RSUs; 3-year vest |
| Committee retainers (member) | Audit $10,000; Compensation $7,500; Nominating $5,000 |
| Committee retainers (chair) | Audit $20,000; Compensation $15,000; Nominating $10,000 |
2024 actual (Clara): Cash $32,967; Stock $375,002; Total $407,969. Unvested RSUs 118,987 at year-end; RSUs for 23,585 shares vest within 60 days of 5/13/2025 .