DEF 14A of Ameresco, Inc., Apr 23, 2024

DEF 14A of Ameresco, Inc.

Filed Apr 23, 2024 · FY20230001488139-24-000070

Open on EDGAR

  1. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS Our board of directors is divided into three classes, with one class being elected each year and members of each class holding office for a three-year term. We have three (3) class I directors, whose terms expire at our 2026 annual meeting of stockholders; three (3) class II directors, whose terms expire at this Annual Meeting of stockholders; and two (2) class III directors, whose terms expire at our 2025 annual meeting of stockholders. Our board of directors currently consists of eight members. At this Annual Meeting, our stockholders will have an opportunity to vote for three (3) nominees for class II directors: •David J. Corrsin, •George P. Sakellaris, and •Joseph W. Sutton each of whom are currently directors of Ameresco. You can find more information about each of the nominees in “Corporate Governance—Our Board of Directors” below. If no contrary indication is made, proxies in the accompanying form will be voted “FOR” these three nominees as class II directors. If elected, each of the nominees for class II director will hold office until the 2027 annual meeting of stockholders and until their successor is elected and qualified or until their earlier death, resignation or removal. Each of the nominees has indicated their willingness to serve if elected. However, if any nominee should be unable to serve, then either the persons named in the proxy card may vote the proxy for a substitute nominee if one is nominated by our board of directors, or we may maintain a vacancy on our board of directors until such time as our board of directors can find a suitable candidate to serve on the board, or our board of directors may reduce the number of directors. Our board of directors recommends a vote FOR each of the three nominees for class II directors.

  2. Our Board of Directors

    Our Board of Directors In accordance with the terms of our restated certificate of incorporation and by-laws, our board of directors is divided into three classes, each of which consists, as nearly as possible, of one-third of the total number of directors constituting our entire board of directors and each of whose members serve for staggered three-year terms. As a result, only one class of our board of directors will be elected each year. The members of the classes are as follows: •the class I directors are Claire Hughes Johnson, Charles R. Patton and Frank V. Wisneski, and their term expires at the annual meeting to be held in 2026; •the class II directors are David J. Corrsin, George P. Sakellaris and Joseph W. Sutton, and their term expires at this Annual Meeting; and •the class III directors are Jennifer L. Miller and Nickolas Stavropoulos, and their term expires at the annual meeting to be held in 2025. Each director in a class will be eligible to be chosen as a nominee for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Below is information about each nominee for election as a class II director, as well as other members of our board of directors whose terms continue after the Annual Meeting. This information includes each director’s age as of March 31, 2024 and length of service as a director of Ameresco, their principal occupation and business experience for at least the past five years and the names of other publicly held companies or investment companies of which he or she has served as a director for at least the past five years. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our board of directors to fulfill its responsibilities. We have over the past couple of years been very focused on increasing diversity on our board of directors, and with the director appointments in July 2021 and more recently in April 2023, we have increased both gender and racial diversity on our board. We continue to be committed to further increase the diversity of our board from a variety of aspects. In addition to the information presented below regarding each director’s specific experience, qualifications, attributes and skills that led our board of directors to the conclusion that he or she should serve as a director, we also believe that all of our directors have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to us. There are no family relationships among any of our directors, nominees for director and executive officers.

  3. Directors Whose Terms Expire at this Annual Meeting (Class II Directors)

    Directors Whose Terms Expire at this Annual Meeting (Class II Directors) David J. Corrsin, age 65, has served as our executive vice president, general counsel and secretary, as well as a director, since 2000. From 1996 to 2000, Mr. Corrsin was executive vice president of Public Power International, Inc., an independent developer of power projects in Europe and southern Asia. We believe that Mr. Corrsin is qualified to serve as a director because of his extensive experience with energy regulations, federal, state and local regulatory authorities and complex energy construction and financing projects, gained through more than 30 years of energy-related legal practice, and his more than 20 years of service as an executive officer of our company. George P. Sakellaris, age 77, who is our principal stockholder, has served as chairman of our board of directors and our president and chief executive officer since founding Ameresco in 2000. Mr. Sakellaris previously founded Noresco in 1989 and served as its president and chief executive officer until 2000. Mr. Sakellaris was a founding member and previously served as the president, and is currently a director, of the National Association of Energy Service Companies, a national trade organization representing the energy efficiency industry. We believe that Mr. Sakellaris is qualified to serve as a director because of his more than 35 years of experience in the energy services and renewable energy industries, his leadership experience, skill and familiarity with our business gained from serving as our chief executive officer for over 20 years, as well as his experience developed through founding and serving as chief executive officer of two previous energy services companies. Joseph W. Sutton, age 76, has served as a director since 2002. Since 2000, Mr. Sutton has been the manager of Sutton Ventures Group, LLC, an energy investment firm that he founded. In 2007, he founded and has since led Consolidated Asset Management Services, or CAMS, which provides asset management, operations and maintenance, information technology, budgeting, contract management and development services to power plant ventures, oil and gas companies, renewable energy companies and other energy businesses. From 1992 to November 2000, Mr. Sutton worked for Enron Corporation, an energy company, where he most recently served as vice chairman and as chief executive officer of Enron International. We believe that Mr. Sutton is qualified to serve as a director because of his prior experience in the energy industry. For example, at both Sutton Ventures and CAMS, he has had significant experience in energy industry capital raising transactions, as well as in the ownership and management of, and the provision of advisory and other services to, a wide range of energy-related businesses. At Enron, Mr. Sutton was responsible for budgeting, financial reporting and planning for Enron’s international business unit and oversaw the development, construction, financing, operation and management of numerous energy projects.

  4. Directors Whose Terms Expire in 2025 (Class III Directors)

    Directors Whose Terms Expire in 2025 (Class III Directors) Jennifer L. Miller, age 68, has served as a director since 2015. From September 2015 through April 2020, Ms. Miller served as Chief Business Sustainability Officer of Sappi North America, the U.S. subsidiary of Sappi Limited, a producer of diversified cellulosic products including packaging and specialty papers, printing papers, biomaterials and biochemicals. From 2002 to August 2015, Ms. Miller held senior management positions at Sappi North America, including Executive Vice President and Chief Sustainability Officer, Executive Vice President – Strategic Marketing and Executive Vice President – Publishing. We believe that Ms. Miller is qualified to serve as a director because of her qualifications and experience, including in the energy utility industry, where she previously served as general counsel for a gas utility, and more recently her sustainability leadership role at a multi-national manufacturing company. We believe her direct experience and understanding of how commercial/industrial enterprises evaluate and plan for energy efficiency initiatives are particularly valuable to the board and management as they continue to develop strategies for the commercial/industrial market. Nickolas Stavropoulos, age 66, has served as a director since April 2019. Mr. Stavropoulos served as the President and Chief Operating Officer of Pacific Gas and Electric Company from March 2017 through September 2018, as President, Gas from August 2015 through February 2017 and Executive Vice President, Gas Operations from June 2011 to August 2015. In January 2019, Pacific Gas and Electric Company and its parent company, PG&E Corporation, filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Before joining Pacific Gas and Electric Company, Mr. Stavropoulos served as Executive Vice President and Chief Operating Officer of National Grid from 2007 through 2011. Prior to that role, Mr. Stavropoulos was President of KeySpan Energy Delivery, and also held several senior leadership roles at Colonial Gas Company and Boston Gas. Mr. Stavropoulos has also served as the director of Enterprise Bancorp, a publicly traded bank holding company. We believe that Mr. Stavropoulos is qualified to serve as a director because of his more than 35 years of experience in the energy industry, as well as detailed knowledge of the U.S. natural gas sector. He has extensive executive management, business, and leadership experience in areas such as safety, utility operations, information technology, regulatory affairs, strategic planning, supply chain, finance, sales, business development, and marketing.

  5. Directors Whose Terms Expire in 2026 (Class I Directors)

    Directors Whose Terms Expire in 2026 (Class I Directors) Claire Hughes Johnson, age 51, has served as a director since July 2021. Since October 2014, Ms. Hughes Johnson has served in various roles with the global financial technology company Stripe, Inc., first as chief operating officer until April 2021 and since then as corporate officer and advisor. Prior to joining Stripe, she spent ten years at Google, leading various business teams including the launch and operations of Gmail and Google Apps. She was also the vice president responsible for Adwords mid-market revenue globally, Google Offers and the business operations of Google’s self-driving car project. Ms. Hughes Johnson also currently serves on the board of a self-driving technology company, Aurora Innovation, Inc. and HubSpot, Inc. a customer relationship management platform, and The Atlantic. She has previously served on the board of Hallmark Cards, Inc. We believe Ms. Johnson’s experience directing product innovation as well as go to market- and operational strategy for a range of technology industry leaders contributes a valuable viewpoint to our board. Charles R. Patton, age 64, has served as our director since April 2023. From 2017 until his retirement July 1, 2022, Mr. Patton served as executive vice president, external affairs American Electric Power Company, Inc. (AEP) one of the largest electric utilities in the U.S. During this time, Mr. Patton was responsible for leading AEP’s customer services, economic development, regulatory, communications, federal public policy, North American Electric Reliability Corporation (NERC) compliance and corporate sustainability initiatives. From 2010 to 2017, Mr. Patton served as president and chief operating officer of Appalachian Power Company, a unit of AEP, where Mr. Patton was responsible for utility operations, strategy, profit and loss and all external relationships. From June 2008 to June 2010, Mr. Patton served as senior vice president of regulatory policy before transitioning to the role of executive vice president of AEP’s Western utilities where he was responsible for oversight of utilities in Texas, Louisiana, Arkansas and Oklahoma. Mr. Patton currently serves on the board of Sterling Infrastructure, Inc., California Water Services Group, and Messer Construction Company. We believe Mr. Patton’s extensive experience in the utilities industry together with his background in strategic planning, regulatory compliance, communications and government affairs benefits our board. Frank V. Wisneski, age 77, has served as a director since 2011. Prior to retiring in 2001, Mr. Wisneski was a Partner and Senior Vice President at Wellington Management Company, LLP, an institutional asset manager serving clients globally, where he had worked since 1969. We believe that Mr. Wisneski is qualified to serve as a director because of his prior experience conducting financial and strategic analysis of companies, including emerging areas and companies, and establishing and building new investment products for institutional asset management clients. Since retiring, Mr. Wisneski has maintained a focus on financial and strategic analysis by serving on investment, finance and executive committees at several nonprofit organizations. We believe his experience analyzing companies to support investment decisions contributes a valuable viewpoint to our board.

  6. Director Compensation

    Director Compensation Our non-employee director compensation program, effective as of January 1, 2023 provides the following compensation for our non-employee directors

  7. Director Compensation

    | | Lead Independent Director/ Committee Chair retainer ($) | Member retainer ($)(1) | RSU grant($) (2) | | Board of Directors | 20,000 | 70,000 | 135,000 | | Audit Committee | 20,000 | 10,000 | | | Compensation Committee | 15,000 | 6,000 | | | Nominating and Governance Committee | 12,500 | 5,000 | | | (1) Committee chairs do not receive separate member retainers for service on the committee they chair. | | | | | (2) Granted on the date of each annual meeting of stockholders (and a pro rated grant is made on the director's initial election). The number of RSUs granted is determined by dividing $135,000 by the average fair market value of Ameresco's Class A Common stock over a period of 30 trading days prior to the date of the grant. The RSUs vest as to 100% on the anniversary of the RSU grant date and vest in full upon a change in control of Ameresco. | | | |

  8. Director Compensation

    2023 Director Compensation. The following table sets forth information regarding compensation earned by our non-employee directors during 2023.

  9. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Douglas I. Foy (2) | $26,125 | — | $26,125 | | Claire Hughes Johnson(3) | 79,750 | 156,162 | 235,912 | | Jennifer L. Miller(4) | 90,125 | 156,162 | 246,287 | | Charles R. Patton(5) | 56,815 | 175,460 | 232,275 | | Nickolas Stavropoulos(6) | 86,000 | 156,162 | 242,162 | | Joseph W. Sutton(7) | 115,000 | 156,162 | 271,162 | | Frank V. Wisneski(8) | 95,000 | 156,162 | 251,162 | | (1) Represents the aggregate fair value on the grant date of RSUs granted to our NEOs calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, related to time-based vesting. See Note 14 of the “Notes to Consolidated Financial Statements - Equity-Based Compensation” in our annual report on Form 10-K for the year ended December 31, 2023. | | | | | (2) Mr. Foy retired from the board effective January 27, 2023 | | | | | (3) As of December 31, 2023, Ms. Johnson held options to purchase an aggregate of 40,000 shares of our Class A common stock with a weighted average exercise price of $68.22 per share. | | | | | (4) As of December 31, 2023, Ms. Miller held options to purchase an aggregate of 140,000 shares of our Class A common stock with a weighted average exercise price of $10.11 per share. | | | | | (5) Mr. Patton joined our Board of Directors effective April 19, 2023. | | | | | (6) As of December 31, 2023, Mr. Stavropoulos held options to purchase 72,000 shares of our Class A common stock with a weighted average exercise price of $17.64 per share. | | | | | (7) As of December 31, 2023, Mr. Sutton held options to purchase an aggregate of 140,000 shares of our Class A common stock with a weighted average exercise price of $10.95 per share. | | | | | (8) As of December 31, 2023, Mr. Wisneski held options to purchase an aggregate of 94,000 shares of our Class A common stock with a weighted average exercise price of $12.91 per share. | | | |

  10. Director Compensation

    Other benefits. We reimburse our non-employee directors for reasonable travel expenses incurred in connection with board and committee meetings. We have also entered into indemnification agreements with all of our directors. We do not provide any other benefits, including retirement benefits or perquisites, to our non-employee directors. The following table shows the aggregate number of unvested RSUs held by our non-employee directors as of December 31, 2023:

  11. Director Compensation

    | Name | RSUs(#) | | Claire Hughes Johnson | 3,062 | | Jennifer L. Miller | 3,062 | | Charles R. Patton | 3,503 | | Nickolas Stavropoulos | 3,062 | | Joseph W. Sutton | 3,062 | | Frank V. Wisneski | 3,062 |

  12. 2023 Compensation Highlights

    2023 Compensation Highlights Taking Stockholder Input into Account. We value our stockholders’ view on how we structure executive compensation. During 2023, we engaged in discussions with some of our most significant institutional stockholders to hear their views on our executive compensation programs. This input was valuable both for our proxy disclosure and as we, in concert with our compensation consultant, continue to further refine our executive compensation programs to help ensure that they are designed to reward long term growth, align with stockholder interest and meet the needs of our company to attract, retain and motivate talent. Highlights for 2023: •2023 marked a challenging year for both the renewables industry and for Ameresco. While we exited the year with a strong fourth quarter including a record backlog and asset development metrics, we did not meet the goals set for our 2023 Annual Incentive Program and consequently our compensation committee did not approve any bonus payments under such program to our executive officers; •With the assistance of our compensation consultant FW Cook, we conducted a more structured benchmarking process against the peer group selected towards the end of 2022 and continued to develop our executive compensation practices to ensure that our compensation programs are designed to attract, retain and motivate t talent and to appropriately reward success; •We updated our executive stock ownership guidelines to more closely follow industry practices; and •Our CEO’s base pay was not increased in 2023 and our other executive officers received a modest base salary increase of approximately 5%. Long-term executive compensation approach: •We take a long-term view on executive compensation to ensure alignment with stockholder interest as reflected in the chart below. This chart demonstrates our pay and performance alignment, as changes in stock price and the achievement of performance targets significantly impact realized pay, this performance alignment is further demonstrated by the charts included in the pay versus performance tables in the proxy statement; •Our time-based vesting options generally vest annually over a period of five years; and •Our performance-based vesting options have a three-year performance period and are generally granted back-to-back after the completion of the prior performance period and measured on the cumulative performance over that period, instead of annually (1) Reported pay reflects total compensation as disclosed in the summary compensation table. (2) Realizable pay reflects the sum of base salary, annual bonus, and all other compensation (other than option and other equity awards) as disclosed in the summary compensation table plus (i) the in-the-money value of vested and unvested stock options using the 12/31/23 closing stock price of $31.67, (ii) the vest date value of any RSUs that were granted and vested in the same year, and (iii) the value of any unvested RSUs using the 12/31/23 closing strike price. Since the strike price of the 2021 time based vesting options and the 2022 performance options is higher than the end of year 2023 stock price, these options were valued at zero. Significant Portion of NEO Pay is “at-Risk”: •A shown in the chart below, a significant portion of our NEO compensation is “at risk” particularly considering the portion of overall compensation that is contingent on the achievement of the three-year performance metrics for the period 2022 - 2024. We consider compensation to be “at risk” if vesting is subject to achievement of performance targets and/or the value received is dependent on our stock price. •In 2024, as further described below, the compensation committee determined not to make any annual incentive payments to our executive officers under our 2023 annual incentive program. (1) calculations are based on the values reflected in the summary compensation table.

  13. Overview of Executive Compensation Process

    Overview of Executive Compensation Process Compensation Decisions. Our compensation committee oversees our executive compensation programs. Our compensation committee, either as a committee or together with the other independent directors, makes all compensation decisions regarding our chief executive officer. In determining compensation for our executive officers, the compensation committee considers each executive officer’s particular position and responsibility and relies upon the judgment and industry experience of its members, including their knowledge of competitive compensation levels across companies and industries. To assist the compensation committee in this determination, our chief executive officer makes recommendations to the compensation committee regarding the compensation of our executive officers other than himself. Our chief executive officer is not present for compensation committee or board discussions regarding his compensation. We believe that compensation should be competitive with compensation for executive officers in similar positions and with similar responsibilities in our market. As such, our compensation committee with the assistance of the committee’s compensation consultant FW Cook established a peer group in late 2022 to help benchmark our executive compensation. For this process the following peer group was used for 2023: Primoris Services Corporation, EnerSys, TetraTech Inc., MYR Group Inc., Sunrun Inc., Itorn Inc., SunPower Corporation, Clearway Energy, Inc., NextEra Energy Partners, LP, Bloom Energy Corporation, Fluence Energy, Inc., NV5 Global, Ormat Technologies, Inc., Plug Power inc., Argan, Inc. and Willdan Group, Inc. The compensation committee uses competitive market data as one factor when making compensation decisions, understanding that such data cannot be applied formulaically, and has historically taken into account other data, including input from the members of the compensation committee based on their experience in compensation matters. Objectives and Philosophy of Our Executive Compensation Program. Our primary objective with respect to executive compensation is to attract, retain and motivate highly talented individuals who have the skills and experience to successfully execute our business strategy. Our executive compensation program is designed to: •reward the achievement of our annual and long-term operating and strategic goals; •recognize individual contributions; •align the interests of our executives with those of our stockholders by rewarding performance that meets or exceeds established goals, with the ultimate objective of increasing stockholder value; and •retain and build our executive management team. To achieve these objectives, our executive compensation program ties a portion of each executive’s overall compensation—annual incentive bonuses—to key corporate financial goals and to individual goals. We also provide a portion of our executive compensation in the form of equity awards that vest over time or based on the achievement of performance targets. We believe this approach helps to retain our executive officers and aligns their interests with those of our stockholders by allowing them to participate in our long-term performance. Elements of Our Executive Compensation Program.

  14. Overview of Executive Compensation Process

    | Component | Objective | Key Features | | Base Salary | Recognizes market factors, as well as individual experience, performance, and level of responsibility | Fixed compensation designed to attract and retain talent. | | Annual Short-Term Incentive | Motivates and establishes a strong link between pay and performance. | Variable, at risk compensation directly tied to the achievement of financial and strategic annual goals. | | Long-Term Equity Incentives (time and performance vesting) | Aligns compensation with creating long-term stockholder value and retains talent through multiyear vesting. | Variable, at risk compensation in the form of time vested options that vest over five years and performance options that vest upon satisfaction of three-year performance conditions. We have also granted RSUs that generally vest over 2 years. |

  15. Short- and Long-Term Incentives

    Short- and Long-Term Incentives Short Term Incentives. Our executive officers have the opportunity to earn annual incentive payments under our annual incentive program, or Annual Incentive Program, and our executive management team additional annual incentive program, or AIPP, both as described below. Both of these programs are designed to provide an annual variable cash incentive to motivate participants to achieve short-term company performance objectives and to reward participants for their achievements when those objectives are met in a manner which correlates strongly with stockholder value. Annual Incentive Program. Our compensation committee establishes and administers the Annual Incentive Program for our executive officers each year. Most of our full-time employees also participate in this program. In the early part of each year, our compensation committee establishes the corporate and individual goals for our executive officers. In connection with establishing the Annual Incentive Program, the compensation committee also establishes a total bonus pool for all plan participants, including executive officers and other employees. The compensation committee generally determines Annual Incentive Program results and payment amounts following the subject year, after audited financials have been completed taking into account the recommendation of our chief executive officer for our other executive officers. The level of bonus paid to our executive officers is not based on a target percentage of base salary, but is generally based on the compensation committee’s discretion depending on the achievement of the corporate and personal goals established for each executive and the base salary of the executive. 2023 Annual Incentive Program. In early 2023, our compensation committee set the corporate goals for our 2023 Annual Incentive Program as set forth below as well the individual goals for our executive officers. As in prior years, the goals were set based on our historical operating results and growth rates, as well as our expected future results, and were designed to require significant effort and operational success on the part of our company. The corporate goals also served as Mr. Sakellaris’s individual performance goals. The individual goals for the other executive officers were generally structured using the same or similar categories as the corporate goals, but were targeted towards the executive officer’s business unit and area of responsibility. For any payouts to be made, the corporate goals have to be met at an 80% level or greater. In early 2024, our compensation committee assessed the company’s achievement against the corporate goals as described below. While several of the goals were achieved above the established levels, two of the established goals were not achieved at the threshold 80% level. As such, the compensation committee determined not to pay any bonuses for 2023 to our executive officers based on the 2023 Annual Incentive Program.

  16. Short- and Long-Term Incentives

    | Goal | Target (2023) | Result (2023) | Weight | Achievement percentage | | Financial Performance | | | 40% | | | Revenue | $1.5 billion | $1.38 billion | 15% | 92% | | Adjusted EBITDA(1) | $215 million | $163 million | 20% | 76% | | Corporate operating expenses(2) | <$43 million | $45 million | 5% | 96% | | Business Development | | | 30% | | | Project Solutions Sales | $1.1 billion | $1.4 billion | 10% | 127% | | Distributed Generation EPC/PPA Sales | 180 MW | 258 MW | 10% | 143% | | Project Solutions Awards | $1.15 billion | $2.3 billion | 10% | 200% | | Business Visibility | | | 20% | | | Energy Assets Placed into Operation | 129MWe | 69.3MWe | 20% | 54% | | Strategic Initiatives | | | 10% | 100% | | Includes meeting ESG goals, M&A activity and execution on strategic plan | | | | | | Total | | | 100% | | | (1) We define adjusted EBITDA as net income attributable to common shareholders, including impact from redeemable non-controlling interests, before income tax (benefit) provision, other expenses net, depreciation, amortization of intangible assets, accretion of asset retirement obligations, contingent consideration expense, stock-based compensation expense, energy asset impairment, goodwill impairment, restructuring and other charges, gain or loss on sale of equity investment, and gain or loss upon deconsolidation of a variable interest entity. | | | | | | (2) Excluding stock compensation, internal mergers and acquisitions expenses, IRC Section 179D deduction certification costs and other one-time or unusual charges. | | | | |

  17. Short- and Long-Term Incentives

    AIPP. Our executive management team also participate in an additional annual incentive program, or AIPP, provides that if the annual targets set under the Annual Incentive Program for each of the four metrics against which performance under the AIPP is measured: revenue, adjusted EBITDA, and business development (contracted and awarded backlog) are achieved at a minimum of 100%, the AIPP is funded based on the achievement of the adjusted EBITDA goal as described below.

  18. Short- and Long-Term Incentives

    | Amount of Adjusted EBITDA in Excess of AIPP Goal | % of Incremental Adjusted EBITDA Allocated to AIPP Pool | Funding Amount to AIPP Pool | | $0 - $1 million | 20% | $0 to $200,000 | | > $1 to $2 million | 21% | $210,000 to $420,000 | | > $2 to $3 million | 22% | $440,000 to $660,000 | | > $3 to $4 million | 23% | $690,000 to $920,000 | | > $4 to $5 million | 24% | $960,000 to $1,200,000 | | Greater than $5 million | 25% | $1,250,000 - unlimited |

  19. Short- and Long-Term Incentives

    In connection with assessment of the company’s achievement of the corporate goals under the 2023 Annual Incentive Program as described above, the compensation committee also determined that since each of the corporate goals under the 2023 Annual Incentive Program were not achieved at the required 100% level, the AIPP should not be funded for 2023. As a result, no payments were made under the AIPP in 2023. Regional Bonus Arrangements. Prior to Ms. MacIntosh’s resignation from our company, her responsibilities included growing our European operations. To promote this growth, Ms. McIntosh was entitled to received an annual bonus equal to 1% of the 2023 annual adjusted EBITDA of our European operations (determined in accordance with the adjusted EBITDA calculations under our 2023 Annual Incentive Program). Ms. MacIntosh served in her capacity as Executive Vice President through 2023, and as such she was eligible for this bonus and earned a bonus for 2023 as detailed below under “NEO 2023 Base Salaries and Incentive Payments”. Long-Term Incentives. Our equity incentive award program is the primary vehicle for offering long-term incentives to our executive officers. We primarily make equity awards in the form of time and performance options. We believe that equity incentive awards: •provide our executive officers with a strong link to our long-term performance by enhancing their accountability for long-term decision making; •help balance the short-term orientation of our annual incentive bonus program; •create an ownership culture by aligning the interests of our executive officers with the creation of value for our stockholders; and •further our goal of executive retention. Time Based Vesting Equity Awards. Employees who are considered important to our long-term success are eligible to receive option awards, which generally vest annually over five years. In 2023, the compensation committee determined not to pay any annual cash bonus to our chief executive officer for 2022 and exercised its discretion to pay smaller-than-typical annual bonuses for 2022 to each of our other NEOs. To recognize, the external challenges faced in 2022 and to help retain executive officers, the compensation committee granted to each of our named executive officers, an award of restricted stock units, or RSUs as indicated in the table “Grants of Plan-Based Awards in Fiscal Year” below. These RSUs vest every six months over two years, provided that the executive continues to be employed by us through the applicable vesting date, and are intended to further incentivize and retain our executive team members. No options were granted to our executive officers in 2023. Performance Based Vesting Equity Awards. To further align our executive officers’ performance with our long-term strategic goals and stockholder interests we have from time to time granted our executive officers performance options. We have typically granted such options every three years with a three year performance period with vesting determined at the end of the performance period. Our compensation committee last granted options with performance-based vesting in 2022, or the 2022 Performance Options, to our executive officers. These options vest based on the achievement of cumulative corporate and individual performance goals during the performance period from January 1, 2022 through December 31, 2024 (provided the executive officer continues to be employed by us through the date on which achievement is determined). The corporate performance goals include: •Financial goals: revenue, adjusted EBITDA, and return on equity; •Business development goals: project solution sales, distributed generation EPC/PPA sales and project solutions awards; and •Business visibility goals: assets placed in operation. The individual goals and targets were generally structured using the same or similar categories as the corporate goals, but were targeted towards the executive officer’s business unit and area of responsibility and were determined by our compensation committee. The goals, other than the “return on equity goal” are cumulative and underperformance in one year can be offset by over achievement in another year. The return on equity goal is based on a target established for the 3rd year. Since these goals are cumulative or based on performance in the last year, we do not disclose the goal achievement on an annual basis. While we track performance towards achievement of these goals for our executive team each year, the 2022 Performance Options only vest if the goals have been achieved on a cumulative basis at the end of the performance period and if the combined level of achievement of the corporate and individual performance goals is at least 80%. If this level is achieved, the shares vest for each individual based on the level of achievement as follows: •at an 80% goal achievement, the performance options vest at 2% with an additional 2% vesting for each additional percentage of achievement, so that at an 84% goal achievement, 10% of the performance options vest; and •at an 85% goal achievement, the performance options vest at 15% with an additional 5% vesting for each additional percentage of achievement, so that at a 100% goal achievement, 100% of the performance options vest. Goals. Our compensation committee focuses on selecting goals that our executive team can impact directly and that we believe help drive the company’s long term growth. As such, some of the goals used for our Annual Incentive Program, such as adjusted EBITDA, business development and business visibility goals, are also used to determine the vesting of our 2022 Performance Options. We believe these goals are crucial to help drive longer term growth. Our compensation committee set high thresholds for vesting of the performance options as well as payouts under the 2023 Annual Incentive Program and each separate goal for such programs has to be achieved at a minimum level of 80% for vesting to occur or payouts to be made, and even if met, the vesting and payouts are scaled as described above. Furthermore, our 2023 Annual Incentive Program does not reward over-achievement of the targets. As the goals cumulative over that period, over-achievement can instead benefit the executives by enabling a weaker year in the 3-yeari performance periods to be offset by stronger performance in another year, thereby focusing on rewarding longer term sustainable growth. Because of this and since we traditionally have granted performance options only every three years, we believe the overlapping of goals is a helpful and appropriate way to incentivize longer term growth without resulting in double rewards for our executives, Other Benefits and Policies. Other Employee Benefits. We maintain broad-based benefits that are provided to all employees, including our 401(k) retirement plan, flexible spending accounts, medical and dental care plans, life insurance, short- and long-term disability policies, vacation, company holidays and contributions to a health savings account for those participating in a high-deductible insurance plan. We also match our employees’ contributions to non-profit 501(c)(3) organizations. Our executive officers are eligible to participate in each of these programs on the same terms as non-executive employees; however, employees at the director level and above are eligible for life insurance coverage equal to three times (rather than twice) their annual base salary. Perquisites and Personal Benefits. We permit Mr. Sakellaris personal exclusive use of a company-owned vehicle in recognition of his extensive travel to meetings and events on our behalf. We pay insurance premiums, excise tax and other amounts related to this vehicle.

  20. Short- and Long-Term Incentives

    Compliance with Internal Revenue Code Section 162(m). We are generally entitled to a U.S. federal income tax deduction with respect to compensation income paid to our service providers, subject to limitation under Section 162(m) of the Internal Revenue Code of 1986, as amended, with respect to compensation in excess of $1 million paid in any one year to each of certain of the company’s current and former executive officers. The compensation committee has and will continue to review on a periodic basis the potential effect of Section 162(m) and may use its judgment to authorize compensation payments that may be in excess of the limit when it believes such payments are appropriate and in the best interests of our company and our stockholders. Other Policies. Our executive officers are subject to stock ownership guidelines, anti-hedging and pledging, and clawback policies as described under “Corporate Governance.”

  21. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation earned by our NEOs during our fiscal years ended December 31, 2023, 2022 and 2021.

  22. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards(2) | Option Awards ($)(3)(4) | All Other Compensation ($)(5) | Total ($) | | George P. Sakellaris (6) | 2023 | 1,500,000 | — | 424,467 | — | 46,213 | 1,970,680 | | President and | 2022 | 1,413,462 | — | — | 5,043,613 | 41,475 | 6,498,550 | | Chief Executive Officer | 2021 | 1,163,462 | 625,000 | — | 5,233,075 | 24,863 | 7,046,400 | | Spencer Doran Hole | 2023 | 421,261 | — | 50,917 | — | 16,740 | 488,918 | | Executive Vice President and | 2022 | 401,201 | 20,000 | — | 504,361 | 16,740 | 942,302 | | Chief Financial Officer | 2021 | 382,096 | 80,000 | — | 313,985 | 27,428 | 803,509 | | Michael T. Bakas | 2023 | 442,405 | — | 50,917 | — | 16,740 | 510,062 | | Executive Vice President, | 2022 | 417,704 | 20,000 | — | 1,051,997 | 16,740 | 1,506,441 | | Distributed Energy Systems | 2021 | 389,712 | 80,000 | — | 1,046,615 | 17,474 | 1,533,801 | | Nicole A. Bulgarino | 2023 | 443,033 | — | 50,917 | — | 16,740 | 510,690 | | Executive Vice President and | 2022 | 421,338 | 20,000 | — | 951,125 | 16,740 | 1,409,203 | | General Manager, Federal Solutions | 2021 | 400,038 | 80,000 | — | 1,046,615 | 17,474 | 1,544,127 | | Britta MacIntosh(7) | 2023 | 391,529 | 136,980 | 50,917 | — | 13,737 | 593,163 | | Senior Vice President | 2022 | 362,795 | 80,610 | — | 1,012,380 | 13,403 | 1,469,188 | | Western Region and UK & Europe Operations | 2021 | 332,531 | 322,660 | — | 637,660 | 17,474 | 1,310,325 | | (1) Salary for each of the named executive officers have been prorated to reflect the portion of the year for which any increases were in effect, from and after May 1st of the applicable year. | | | | | | | | | (2) Represents the aggregate fair value on the grant date of RSUs granted to our NEOs calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, related to time-based vesting. See Note 14 of the “Notes to Consolidated Financial Statements - Equity-Based Compensation” in our annual report on Form 10-K for the year ended December 31, 2023. | | | | | | | | | (3) This includes time-based and performance-based vesting options. Value is equal to the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. This amount does not represent the actual amount paid to or realized by the executive officer with respect to this option grant. The assumptions used by us with respect to the valuation of option awards are the same as those set forth in Note 14 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2023. | | | | | | | | | (4) For performance options reported in this column, the amounts in the table reflect the grant date fair value of such awards based upon the probable outcome of the performance conditions at the grant date calculated in accordance with FASB ASC Topic 718. Assuming the highest level of financial performance conditions were achieved, the value for the performance options granted in 2022 included in the “Options Awards” column would be $20,174,450 for Mr. Sakellaris; $2,017,445 for each of Mr. Hole, Mr. Bakas, Ms. Bulgarino, and Ms. MacIntosh. The value of the option awards granted in 2021, does not include the 2019 Performance Options that vested in March 2022 based on the achievement of the performance goals for the period January 1, 2019 to December 31, 2021, as the option awards were disclosed in the 2019 Summary Compensation Table. | | | | | | | | | (5) The amounts reported in All Other Compensation reflect, for each NEO, the amount we contributed to our 401(k) plan and the dollar value of life insurance premiums we paid, as applicable and detailed below. For Mr. Sakellaris, the amount reported also includes the incremental cost of a company-owned vehicle of which he has personal exclusive use, including insurance premiums, excise taxes and depreciation. | | | | | | | |

  23. Summary Compensation Table

    | The following table details the amounts described in footnote (5): | | | | | | | | Name | Year | Matched 401(k) Contributions ($) | Group Life Insurance ($) | Relocation & Housing ($) | Use of Company-Owned Vehicle ($) | Total ($) | | George P. Sakellaris | 2023 | 15,300 | 936 | — | 29,977 | 46,213 | | Spencer Doran Hole | 2023 | 15,300 | 1,440 | — | — | 16,740 | | Michael T. Bakas | 2023 | 15,300 | 1,440 | — | — | 16,740 | | Nicole A. Bulgarino | 2023 | 15,300 | 1,440 | — | — | 16,740 | | Britta MacIntosh | 2023 | 12,297 | 1,440 | — | — | 13,737 | | (6) Mr. Sakellaris is also a member of our board of directors, but does not receive any additional compensation in his capacity as a director. | | | | | | | | (7) Ms. MacIntosh resigned from the company with her last day as an Executive Vice President being December 31, 2023, after which she continued to serve the company in a consulting capacity | | | | | | |

  24. Grants of Plan-Based Awards in Fiscal Year

    Grants of Plan-Based Awards in Fiscal Year The following table sets forth information regarding grants of compensation in the form of plan-based awards during the fiscal year ended December 31, 2023 to our named executive officers.

  25. Grants of Plan-Based Awards in Fiscal Year

    | Name | Grant Date | Approval Date | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | Grant Date Fair Value of Stock and Option Awards ($)(2)(3) | | George P. Sakellaris | 3/16/2023 | 3/17/2023 | 9,837 | 424,467 | | Spencer Doran Hole | 3/16/2023 | 3/17/2023 | 1,180 | 50,917 | | Michael T. Bakas | 3/16/2023 | 3/17/2023 | 1,180 | 50,917 | | Nicole A. Bulgarino | 3/16/2023 | 3/17/2023 | 1,180 | 50,917 | | Britta MacIntosh | 3/16/2023 | 3/17/2023 | 1,180 | 50,917 | | (1) Such RSUs vest as to 25% of the RSUs granted on each of the six-month anniversaries of the grant date. | | | | | | (2) Represents the aggregate fair value on the grant date of RSUs granted to our NEOs calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, related to time-based vesting. See Note 14 of the “Notes to Consolidated Financial Statements - Equity-Based Compensation” in our annual report on Form 10-K for the year ended December 31, 2023. | | | | |

  26. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth information regarding outstanding stock options held by our named executive officers as of December 31, 2023.

  27. Outstanding Equity Awards at Fiscal Year End

    | | Outstanding Option Awards (1) | | | | | | Stock Awards (4) | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(2) | Number of Securities Underlying Unexercised Unearned Options (#)(3) | Option Exercise Price ($) | Option Grant Date | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($)(5) | Grant Date | | George P. Sakellaris | — | — | — | — | — | — | 2,460 | 233,630 | 3/17/2023 | | | — | — | 500,000 | 77.68 | 3/10/2022 | 3/10/2032 | | | | | | 100,000 | 150,000 | — | 43.00 | 3/5/2021 | 3/4/2031 | | | | | | 320,000 | — | — | 13.37 | 8/6/2019 | 8/6/2029 | | | | | | 80,000 | 20,000 | — | 16.71 | 3/22/2019 | 3/21/2029 | | | | | Spencer Doran Hole | — | — | — | — | — | — | 885 | 28,028 | 3/17/2023 | | | — | — | 50,000 | 77.68 | 3/10/2022 | 3/10/2032 | | | | | | 6,000 | 9,000 | — | 43.00 | 3/5/2021 | 3/4/2031 | | | | | | 12,000 | 26,000 | — | 14.24 | 7/29/2019 | 7/28/2029 | | | | | Michael T. Bakas | — | — | — | — | — | — | 885 | 28,028 | 3/17/2023 | | | — | — | 50,000 | 77.68 | 3/10/2022 | 3/10/2032 | | | | | | 4,000 | 16,000 | — | 63.19 | 3/4/2022 | 3/3/2032 | | | | | | 20,000 | 30,000 | — | 43.00 | 3/5/2021 | 3/4/2031 | | | | | | 21,000 | 14,000 | — | 22.53 | 3/5/2020 | 3/4/2030 | | | | | | 40,000 | — | — | 13.37 | 8/6/2019 | 8/6/2029 | | | | | | 20,000 | — | — | 8.35 | 2/2/2018 | 2/1/2028 | | | | | | 5,000 | — | — | 5.80 | 3/9/2017 | 3/8/2027 | | | | | | 650 | — | — | 4.64 | 5/10/2016 | 5/10/2026 | | | | | Nicole A. Bulgarino | — | — | — | — | — | — | 885 | 28,028 | 3/17/2023 | | | — | — | 50,000 | 77.68 | 3/10/2022 | 3/10/2032 | | | | | | 4,000 | 16,000 | — | 63.19 | 3/4/2022 | 3/3/2032 | | | | | | 20,000 | 30,000 | — | 43.00 | 3/5/2021 | 3/4/2031 | | | | | | 21,000 | 14,000 | — | 22.53 | 3/5/2020 | 3/4/2030 | | | | | | 40,000 | — | — | 13.37 | 8/6/2019 | 8/6/2029 | | | | | | 25,000 | — | — | 8.35 | 2/2/2018 | 2/1/2028 | | | | | | 42,736 | — | — | 5.80 | 3/9/2017 | 3/8/2027 | | | | | | 25,528 | — | — | 6.53 | 3/3/2015 | 3/2/2025 | | | | | Britta I MacIntosh* | — | — | — | — | — | — | — | — | 3/17/2023 | | | — | — | 50,000 | 77.68 | 3/10/2022 | 3/10/2032 | | | | | | 5,000 | — | — | 63.19 | 3/4/2022 | 3/3/2032 | | | | | | 8,000 | — | — | 65.24 | 8/5/2021 | 8/4/2031 | | | | | | 4,000 | — | — | 29.52 | 8/6/2020 | 8/5/2030 | | | | | (1) All option awards listed in this table were granted under our 2010 or our 2020 stock incentive plan. | | | | | | | | | | | (2) Such option vests as to 20% of the original shares granted on each of the first five anniversaries of the grant date. | | | | | | | | | | | (3) Such option is subject to vesting based on continued service to us and performance relative to goals established for the three-year performance period from January 1, 2022 to December 31, 2024, as described under the heading “Overview of Executive Compensation Process - Equity Incentive Awards”, above. | | | | | | | | | | | (4) Such RSUs vest as to 25% of the RSUs granted on each of the six-month anniversaries of the grant date. | | | | | | | | | | | (5) Amount shown is based on our closing stock price as reported on the NYSE on December 31, 2023, the last trading day of our Class A common stock in 2023, of $31.67 | | | | | | | | | |

  28. Outstanding Equity Awards at Fiscal Year End

    *Ms. MacIntosh resigned from the company with her last day as an Executive Vice President being December 31, 2023 at which time all her unvested options and RSUs were forfeited.

  29. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table sets forth information regarding the exercise of options and vesting or RSUs held by our named executive officers during the fiscal year ended December 31, 2023.

  30. Option Exercises and Stock Vested in 2023

    | | Options Exercised | | Stock Awards vested | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(2) | | George P. Sakellaris | 25,000 | 975,250 | 2,460 | 115,005 | | Spencer Doran Hole | 20,000 | 604,401 | 295 | 13,791 | | Michael T. Bakas | 4,500 | 111,915 | 295 | 13,791 | | Nicole A. Bulgarino | 15,000 | 577,650 | 295 | 13,791 | | Britta I MacIntosh* | — | — | 295 | 13,791 | | (1) Calculated using the actual proceeds of same-day sales or, if no same-day sale occurred, the closing market price of our class A common stock on the exercise date. | | | | | | (2) The value realized upon vesting has been calculated by multiplying the gross number of shares acquired on vesting by the closing stock price as reported on the NYSE of our Class A common stock on the vesting date. Therefore, the amounts shown in this column do not represent the actual amounts paid to or realized by the NEO during fiscal 2023. | | | | |

  31. Option Exercises and Stock Vested in 2023

    *Ms. MacIntosh resigned from the company with her last day as an Executive Vice President being December 31, 2023.

  32. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control We have no severance agreements with any of our named executive officers, other than Mr. Hole, our Executive Vice President and Chief Financial Officer. Pursuant to an offer letter executed by us with Mr. Hole, dated June 26, 2019, if the company terminates Mr. Hole’s employment without Cause or Mr. Hole terminates his employment for Good Reason, each as defined in the offer letter, for a period of nine months following such termination, the company will pay to Mr. Hole an amount equal to his monthly base salary in effect at the time of his termination and, during such period, continue any medical, dental or vision benefits that Mr. Hole was enrolled in at the time of termination. Receipt of such severance benefits is conditioned on the execution of a mutual release in a form reasonably acceptable to the parties and Mr. Hole’s continuing compliance with all obligations owed to the company and its affiliates. Based upon Mr. Hole’s base salary and benefit enrollment at December 31, 2023, if the company terminates Mr. Hole’s employment without Cause or Mr. Hole terminates his employment for Good Reason, Mr. Hole would receive an aggregate of $321,241, paid in monthly installments over nine months. Neither our 2010 stock incentive plan or our 2020 stock incentive plan provide for acceleration of options in connection with any termination events, including retirement, resignation, severance or constructive termination. Accordingly, there are no potential payments in respect of termination to report for any of our named executive officers.

  33. Pay Ratio

    Pay Ratio Under Item 402(u) of Regulation S-K under the Exchange Act, we are required to disclose the annual total compensation paid to our median paid employee, the annual total compensation paid to our CEO, and the ratio of the annual total compensation paid to the median employee as compared to the annual total compensation paid to our CEO. In 2023, the total annual compensation of Mr. Sakellaris, our President and Chief Executive Officer, was $1,970,680 (as shown in the Summary Compensation Table included in this Proxy Statement). The total annual compensation of the median employee was $102,336. The total annual compensation of our chief executive officer to the total annual compensation of the median employee was approximately 19 to 1. The increase from previous years is in large part due to the performance option granted to our chief executive officer in 2022 which is intended to cover a three year period and not be made annually. Under the pay ratio rule, certain public companies are required to identify its median employee only once every three years as long as during the last prior fiscal year there has been no change to its employee population or employee compensation arrangements that it reasonably believes would result in a significant change in its pay ratio disclosure. For 2023, we reevaluated the identification of our median employee. We identified the median employee by examining compensation information derived from payroll records for all employees, excluding Mr. Sakellaris, who were employed by us on December 31, 2023. As of such date, we employed approximately 1,500 people in the United States, Canada, the United Kingdom and Italy. All employees were included, whether employed on a full-time, part-time, temporary or seasonal basis, using the definition of employee under the U.S. Internal Revenue Code, or similar laws in the country where the individual was employed. In identifying the median employee, we utilized annualized cash compensation for the 12-month period ending December 31, 2023 as the consistently applied compensation measure, including as base salary or wages, bonus and incentive payments annualized for that period. For non-U.S. employees, we used the exchange rate as of December 31, 2023. To determine the annual total compensation of Mr. Sakellaris, we used the amount reported in the “Total” column of the Summary Compensation Table in this Proxy Statement, which includes salary, option awards, bonus and all other compensation. The median employee’s total annual compensation for 2023 was calculated in accordance with the same requirements applicable to the chief executive officer’s compensation as reported in the Summary Compensation Table and that number was used to calculate the ratio of the chief executive officer’s pay to that of the median employee. The SEC rules requiring pay ratio disclosure allow companies to exercise a significant amount of flexibility in making the determination as to who is the median employee and do not mandate that each company use the same method. We believe that the pay ratio information above is a reasonable estimate calculated in a manner consistent with the SEC rules. However, the total annual compensation of our median employee is unique to that person and is not necessarily a good indicator of the total annual compensation of any of our other employees, and it is not comparable to the annual total compensation of employees at other companies. Similarly, we would not expect that the ratio of the chief executive officer’s total annual compensation to that of the median employee to be a number that can be compared to the ratio determined by other companies in any meaningful fashion.

  34. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The compensation committee considers a mix of cash and equity awards over both the short-term and long-term as a critical balance in reinforcing Ameresco’s commitment to performance alignment. Our compensation programs are focused on objective corporate performance measures and individual performance. In accordance with SEC rules, we are providing the below disclosure regarding certain executive compensation disclosure for our principal executive officer and our other NEOs (“Non-PEO NEOs;”) and certain financial performance measures for the fiscal years listed below, as well as the relationship of the “compensation actually paid” (“CAP”) to those financial performance measures. The SEC-defined CAP data set forth in the table below does not reflect amounts actually realized by our NEOs. A significant portion of the CAP amounts shown relate to changes in values of unvested awards over the course of the reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our stock price. As described in detail in the “Compensation Discussion and Analysis” section above, our performance equity awards are subject to multi-year performance conditions tied to performance metrics and all our equity awards are subject to time vesting conditions. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest.

  35. PAY VERSUS PERFORMANCE

    | Pay vs. Performance Disclosure | | | | | | | | | | | | | | | Value of Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table for PEO ($)(1) | Compensation actually paid to PEO($)(2) | Average Summary Compensation Table Total Average for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Ameresco Total Shareholder Return($)(4) | NASDAQ Clean Edge Total Shareholder Return ($)(4) | Net Income($) | Adjusted EBITDA ($)(5) | | 2023 | 1,970,680 | (5,388,947) | 525,708 | (691,965) | 181 | 175 | 63,904,000 | 162,990,000 | | 2022 | 6,498,550 | (5,736,611) | 1,332,144 | (741,181) | 327 | 194 | 98,549,000 | 204,512,000 | | 2021 | 7,046,400 | 36,700,813 | 1,297,940 | 5,164,423 | 465 | 277 | 80,191,000 | 152,715,000 | | 2020 | 1,469,973 | 4,286,201 | 657,195 | 2,108,713 | 299 | 285 | 56,922,000 | 117,877,000 |

  36. PAY VERSUS PERFORMANCE

    Notes (1) Our PEO was George Sakellaris for all years in the table. Our non-PEO NEOs for 2020 were Spencer Hole, Michael Bakas, Nicole Bulgarino, and David Corrsin. Our non-PEO NEOs for 2021, 2022, and 2023 were Spencer Hole, Michael Bakas, Nicole Bulgarino, and Britta MacIntosh. (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to the PEO in 2023, 2022, 2021 and 2020. The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP amounts from the Summary Compensation Table amounts. The Summary Compensation Table amounts and the CAP amounts do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. Equity compensation fair value was calculated based on assumptions determined in accordance with FASB ASC Topic 718. Valuation assumptions used to calculate fair values did not materially differ from those used to calculate fair values at the time of grant as reflected in the Summary Compensation Table Amounts.

  37. PAY VERSUS PERFORMANCE

    | PEO Compensation Actually Paid Detail | | | | | | | Compensation Actually Paid Detail | | | | | Compensation Element | 2020($) | 2021($) | 2022($) | 2023($) | | Summary Compensation Table (SCT) Reported Total Compensation | 1,469,973 | 7,046,400 | 6,498,550 | 1,970,680 | | Aggregate SCT Reported Equity Compensation (-) | — | (5,233,075) | (5,043,613) | (424,467) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | — | 12,229,652 | 3,308,244 | 233,630 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | 2,842,726 | 22,831,678 | (4,451,061) | (6,491,933) | | Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | — | — | — | 115,005 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Vesting During Covered FY (+/-) | (26,498) | (173,842) | (6,048,731) | (791,862) | | Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | — | — | — | — | | Compensation Actually Paid Determination | 4,286,201 | 36,700,813 | (5,736,611) | (5,388,947) |

  38. PAY VERSUS PERFORMANCE

    | (3) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the non-PEO NEOs in 2023, 2022, 2021 and 2020. The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP amounts from the Summary Compensation Table Amounts. The Summary Compensation Table amounts and the CAP amounts do not reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. Equity compensation fair value was calculated based on assumptions determined in accordance with FASB ASC Topic 718. Valuation assumptions used to calculate fair values did not materially differ from those used to calculate fair values at the time of grant as reflected in the Summary Compensation Table Amounts. For calculations as of the end of year 2023, unvested options and RSUs held by Ms. MacIntosh were treated as forfeited as she resigned from the company with her last day as an Executive Vice President being December 31, 2023 and no unvested RSUs or options vested on such date |

  39. PAY VERSUS PERFORMANCE

    | Average Non-PEO NEOs Compensation Actually Paid Detail | | | | | | | Compensation Actually Paid Detail | | | | | Compensation Element | 2020($) | 2021($) | 2022($) | 2023 | | Summary Compensation Table (SCT) Reported Total Compensation | 657,195 | 1,297,940 | 1,332,144 | 525,708 | | Aggregate SCT Reported Equity Compensation (-) | (169,236) | (761,219) | (879,966) | (50,917) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | 586,026 | 1,622,442 | 696,792 | 28,028 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | 985,989 | 2,990,380 | (969,267) | (1,063,898) | | Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | — | — | — | 13,791 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Vesting During Covered FY (+/-) | 48,739 | 14,880 | (920,884) | (144,677) | | Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | — | — | — | — | | Compensation Actually Paid Determination | 2,108,713 | 5,164,423 | (741,181) | (691,965) |

  40. PAY VERSUS PERFORMANCE

    | (4) Cumulative total shareholder return (TSR) calculated based on an assumed $100 investment as of December 31, 2019. The peer group TSR reflects the TSR of the NASDAQ Clean Edge Green Energy Index. | | (5) Adjusted EBITDA is defined as net income attributable to common shareholders, including impact from redeemable non-controlling interests, before provision (benefit from) income tax provisions, other expenses net, depreciation, amortization of intangible assets, accretion of asset retirement obligations, contingent consideration expense, stock-based compensation expense, energy asset impairment, restructuring and other charges, gain or loss on sale of equity investment, and gain or loss upon deconsolidation of a variable interest entity. |

  41. PAY VERSUS PERFORMANCE

    Performance Metrics to Link Executive Compensation Actually Paid with Company Performance The following table presents the most important financial measures that we used to link compensation actually paid with Ameresco performance during the most recently completed fiscal year:

  42. PAY VERSUS PERFORMANCE

    | Revenue | | Adjusted EBITDA | | Business Development - Sales and Awards (Project Sales, Distributed Generation EPC/PPA Sales, Project Solution Awards) | | Energy Assets Placed into Operation |

  43. Relationship Between Pay vs. Performance

    Relationship Between Pay vs. Performance The following charts show the relationship of the CAP amounts for our PEO and Non-PEO NEOs as compared to Ameresco’s total shareholder return, the Nasdaq Clean Edge Green Energy Index total shareholder return, net income, and adjusted EBITDA over the last four completed fiscal years. See the “Compensation Discussion & Analysis” above and published in our historical proxy statements for additional detail on executive compensation actions. Note, the value ultimately realized by our executive officers is subject to significant variation over time (e.g., forfeiture of unvested awards prior to vesting, variation in stock price prior to award monetization).