DEF 14A of Ameresco, Inc., Apr 24, 2025

DEF 14A of Ameresco, Inc.

Filed Apr 24, 2025 · FY20240001488139-25-000087

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 our 2027 annual meeting of stockholders; and two (2) class III directors, whose terms expire at this 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 two (2) nominees for class III directors: •Jennifer Miller and •Nickolas Stavropoulos 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 two nominees as class III directors. If elected, each of the nominees for class III director will hold office until the 2028 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 unanimously recommends a vote FOR each of the two nominees for class III directors.

  2. Board of Directors

    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 to be held in 2027; and •the class III directors are Jennifer L. Miller and Nickolas Stavropoulos, and their term expires at this Annual Meeting. 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 III 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, 2025 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 refreshed our board of directors with the director appointments in July 2021 and more recently in April 2023. We continue to be committed to ensuring our board represents a variety of skills and backgrounds relevant to our business and our company’s growth. 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. Directors Whose Terms Expire at this Annual Meeting (Class III Directors) Jennifer L. Miller, age 69 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 67, 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 also serves as a director for the publicly traded company Enterprise Bancorp, and various private, and non-profit organizations, including TRC Companies, Picarro, Mosaic, Bentley University, and the Gas Technology Institute. We believe that Mr. Stavropoulos is qualified to serve as a director because of his more than 40 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. Directors Whose Terms Expire in 2026 (Class I Directors) Claire Hughes Johnson, age 52, 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 two other public companies: a self-driving technology company, Aurora Innovation, Inc. and HubSpot, Inc. a customer relationship management platform, and on the board of various private and non-profit organization such as The Atlantic, Milton Academy and Brown University. 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.

  3. Board of Directors

    Charles R. Patton, age 65, 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 two other public companies: Centuri Construction Group, Inc. and California Water Services Group, and on the board of various private and non-profit organization such as 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 78, 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. Directors Whose Terms Expire in 2027 (Class II Directors) David J. Corrsin, age 66, 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 30 years of service as an executive officer of our company. George P. Sakellaris, age 78, 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 77, 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. Director Independence A majority of our board of directors consists of “independent” directors. To be considered independent by our board of directors, a director must be independent in accordance with the rules and regulations of the New York Stock Exchange, or NYSE, and in our board of directors’ judgment, the director must not have a material relationship with Ameresco (either directly or as a partner, shareholder or officer of an organization that has a relationship with Ameresco). Our board of directors has established corporate governance guidelines to assist it in determining whether a director has such a material relationship. Under these guidelines, a director is not considered to have a material relationship with Ameresco if he or she is independent under NYSE rules and regulations, and he or she: •is an executive officer of another company which is indebted to us or to which we are indebted, unless the total amount of either company’s indebtedness to the other is more than one percent of the total consolidated assets of the company he or she serves as an executive officer; or •serves as an officer, director or trustee of a tax-exempt organization, unless our discretionary contributions to such organization are more than the greater of $1 million or two percent of that organization’s consolidated gross revenue. Our board has determined that all of our directors, other than Messrs. Sakellaris and Corrsin, qualify as “independent.” Neither Messrs. Sakellaris nor Corrsin is considered independent because they are employees of our company. Further, the Board has determined that each member of each of the committees of the Board is independent in accordance with the rules and regulations of the NYSE and, as applicable, Rule 10a-3(b)(1) and Rule 10C-1 under the Exchange Act. In making its independence determinations, the board considered, among other things, the requirements under NYSE rules and regulations and our corporate governance guidelines, relevant transactions between our company and entities associated with the independent directors and determined that none have any relationship with the company or other relationships that would impair the directors' independence. Board Leadership Structure

  4. Board of Directors

    George P. Sakellaris currently serves as both our chairman of the board and chief executive officer. Our board of directors does not have a policy regarding the separation of the roles of chairman and chief executive officer, as the board believes it is in our stockholders’ best interests that we make this determination based on an assessment of the current condition of our company and composition of the board. Our board of directors believes that having Mr. Sakellaris serve in both roles is in the best interests of our stockholders at this time because it makes the best use of Mr. Sakellaris’s extensive knowledge of our company and our industry, and fosters greater communication between management and the board of directors. In light of the dual role played by Mr. Sakellaris in our corporate governance structure, we also have established a position of a lead independent director. Mr. Sutton is our lead independent director. Mr. Sutton is an independent director within the meaning of applicable NYSE rules. The duties of the lead director include the following: •chairing any meeting of our non-management or independent directors in executive session; •meeting with any director who is not adequately performing their duties as a member of our board of directors or any committee; •facilitating communications between other members of our board of directors and the chairman of our board of directors and/or the chief executive officer; however, each director is free to communicate directly with the chairman of our board of directors and with the chief executive officer; •monitoring, with the assistance of our general counsel, communications from stockholders and other interested parties and providing copies or summaries to the other directors as he considers appropriate; •working with the chairman of our board in the preparation of the agenda for each board of directors meeting and in determining the need for special meetings of the board of directors; and •otherwise consulting with the chairman of our board of directors and/or the chief executive officer on matters relating to corporate governance and the performance of our board of directors. Risk Oversight by our Board One of the key functions of our board of directors is informed oversight of company performance, strategy, capital allocation, succession planning, and our risk management process. Our board of directors also analyzes our company’s three-year strategic plan and reviews progress towards stated goals with the executive management team on a quarterly basis. Our management is responsible for risk management on a day-to-day basis. Our board of directors as a whole oversees company risk management, and its standing committees address risks inherent in their respective areas of oversight. The quarterly meeting cadence of our board and committees supports regular senior management engagement, regular business, governance, and regulatory updates, and oversight of our enterprise risks and other key initiatives.

  5. Board of Directors

    | Board | | | | Our board is responsible for monitoring and assessing strategic risk exposure and overall enterprise risk exposure. | | | | Our board reviews management updates quarterly and holds a strategic session with management annually. These updates and sessions also cover topics such as capital allocation, succession planning, cybersecurity and environmental, social and governance (“ESG”) matters. | | | | The chair of each of our board committees provides a report to the full board of matters covered at the committee level. | | | | Audit Committee | Compensation Committee | Nominating & Corporate Governance Committee | | Oversees risks related to financial reporting and internal controls. | Oversees company risks and policies related to compensation, recruiting, and retention of our executive officers. | Evaluates and makes recommendations regarding the organization and governance of the board and its committees. | | Oversees cybersecurity risk, including receiving periodic updates from our SVP, IT. | Oversees risks related to our broader company compensation philosophy and succession. | Oversees the evaluation process for the board and its committees. | | | Receives updates and oversees risks related to the regulatory environment for compensation. | Reviews succession plans for board and executive leadership. | | | | Receives regular updates on ESG matters from our SVP, Marketing |

  6. Board of Directors

    More details about our committees and their responsibilities can be found below under “Committees of our Board of Directors and Board Meetings.” Our board is guided by our Code of Business Conduct and Ethics ("Code"), as well as our Corporate Governance Guidelines. These documents, as well as other Corporate Governance documents, may be found at ir.ameresco.com. Information contained on our website is not incorporated by reference in, or considered part of, this proxy statement. Committees of our Board of Directors and Board Meetings Standing Committees. Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. Each committee operates under a charter approved by our board of directors. Copies of each committee’s charter are posted on the Investor Relations section of our website, which is located at www.ameresco.com. All of the members of our board’s three standing committees described below have been determined to be independent as defined under applicable NYSE rules and in the case of all members of the audit committee, the independence requirements set forth in Rule 10A-3 under the Exchange Act and, in the case of all members of the compensation committee, the independence requirements set forth in Rule 10C-1 under the Exchange Act. The table below provides the committee composition as of April 10, 2025 and the number of meetings of each committee in 2024.

  7. Board of Directors

    | Name | Audit Committee | Compensation Committee | Nominating and Governance Committee | | Claire Hughes Johnson | | x | x | | Jennifer L. Miller | | x | Chair | | Charles R. Patton | x | | x | | Nickolas Stavropoulos | x | x | | | Joseph W. Sutton | x | Chair | | | Frank V. Wisneski | Chair | | x | | Number of meetings | 4 | 1 | 2 |

  8. Board of Directors

    Audit Committee. Our board of directors has determined that each of the current members of our audit committee satisfy the requirements for financial literacy and independence under applicable NYSE and SEC rules and regulations. Mr. Wisneski is the chair of the audit committee and has, together with Mr. Stavropoulos, been designated an “audit committee financial expert” as defined by SEC rules and satisfies the financial sophistication requirements of applicable NYSE rules. Our audit committee assists our board of directors in its oversight of our accounting and financial reporting process and the audits of our financial statements. The audit committee’s responsibilities include: •appointing, approving the compensation of, and assessing the independence of our registered public accounting firm; •overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm; •reviewing and discussing with management and our registered public accounting firm our annual and quarterly financial statements and related disclosures; •monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics; •overseeing our internal audit function; •overseeing our risk assessment and risk management policies; •establishing policies regarding hiring employees from our registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns; •meeting independently with our internal auditing staff, registered public accounting firm and management; •reviewing and approving or ratifying any related person transactions; •preparing the audit committee report required by SEC rules to be included in our proxy statement for our annual meeting of stockholders; •evaluating, at least annually, the performance of the audit committee, and periodically reviewing and reassessing its charter; and •overseeing cyber security matters. All audit services and all non-audit services, other than de minimis non-audit services, to be provided to us by our registered public accounting firm must be approved in advance by our audit committee. For more information regarding our audit committee, see “—Audit Committee Report.” Compensation Committee. Our compensation committee assists our board of directors in the discharge of its responsibilities relating to the compensation of our executive officers. The compensation committee’s responsibilities include: •annually reviewing and approving, or making recommendations to our board of directors with respect to, corporate goals and objectives relevant to CEO compensation; •determining, or making recommendations to our board of directors with respect to, our CEO’s compensation; •reviewing and approving, or making recommendations to our board of directors with respect to, the compensation of our other executive officers; •overseeing an evaluation of our senior executives; •overseeing and administering our cash and equity incentive plans; •reviewing and making recommendations to our board of directors with respect to director compensation; •reviewing and discussing annually with management our “Compensation Discussion and Analysis” required by SEC rules; •evaluating, at least annually, the performance of the compensation committee, and periodically reviewing and reassessing its charter; and •preparing the compensation committee report required by SEC rules, which is included below under “Executive Compensation and Related Information—Compensation Committee Report.” The processes and procedures followed by our compensation committee in considering and determining executive compensation are described under “Executive Compensation and Related Information—Compensation Discussion and Analysis” below. The compensation committee has the authority to retain compensation consultants and other outside advisors to assist in the evaluation of executive officer compensation. Additionally, the compensation committee may delegate authority to one of our directors of officers to approve equity grants to employees (other than executive officers) within preapproved thresholds set by the compensation committee. Nominating and Corporate Governance Committee. The nominating and corporate governance committee’s responsibilities include: •identifying individuals qualified to become members of our board of directors; •recommending to our board of directors the persons to be nominated for election as directors and to each of the committees of our board of directors; •reviewing and making recommendations to our board of directors with respect to our board of directors’ leadership structure; •reviewing and making recommendations to our board of directors with respect to board and management succession planning; •developing and recommending to our board of directors corporate governance principles; •overseeing an annual evaluation of our board of directors and its committees; and •overseeing ESG matters. The processes and procedures followed by our nominating and corporate governance committee in identifying and evaluating director candidates are described below under the heading “Director Nomination Process.” Board Meetings. Our board of directors met seven times in 2024. During 2024, each director attended at least 75% of the aggregate number both of board meetings and of meetings held by all committees on which he or she then served. Our corporate governance guidelines provide that directors are responsible for attending each annual meeting of our stockholders. All of our directors attended our 2024 annual meeting of stockholders. Director Compensation Non-employee Director Compensation Program Our non-employee director compensation program, effective as of January 1, 2023 provides the following compensation for our non-employee directors

  9. Board of Directors

    | | Lead Independent Director/ Committee Chair retainer ($) | Member retainer ($)(1) | Restricted Stock Unit (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. | | | |

  10. Board of Directors

    2024 Director Compensation. The following table sets forth information regarding compensation earned by our non-employee directors during 2024.

  11. Board of Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Claire Hughes Johnson(2) | 81,000 | 169,495 | 250,495 | | Jennifer L. Miller(3) | 88,500 | 169,495 | 257,995 | | Charles R. Patton | 85,000 | 169,495 | 254,495 | | Nickolas Stavropoulos(4) | 86,000 | 169,495 | 255,495 | | Joseph W. Sutton(5) | 115,000 | 169,495 | 284,495 | | Frank V. Wisneski(6) | $95,000 | 169,495 | 264,495 | | (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 - Stock-Based Compensation and Other Employee Benefits” in our annual report on Form 10-K for the year ended December 31, 2024. | | | | | (2) As of December 31, 2024, 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. | | | | | (3) As of December 31, 2024, Ms. Miller held options to purchase an aggregate of 160,000 shares of our Class A common stock with a weighted average exercise price of $10.86 per share. | | | | | (4) As of December 31, 2024, Mr. Stavropoulos held options to purchase 72,000 shares of our Class A common stock with a weighted average exercise price of $18.61 per share. | | | | | (5) As of December 31, 2024, Mr. Sutton held options to purchase an aggregate of 130,000 shares of our Class A common stock with a weighted average exercise price of $12.19 per share. | | | | | (6) As of December 31, 2024, 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 $14.03 per share. | | | |

  12. Board of Directors

    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, 2024:

  13. Board of Directors

    | Name | RSUs(#) | | Claire Hughes Johnson | 4,886 | | Jennifer L. Miller | 4,886 | | Charles R. Patton | 4,886 | | Nickolas Stavropoulos | 4,886 | | Joseph W. Sutton | 4,886 | | Frank V. Wisneski | 4,886 |

  14. Board of Directors

    Director Nomination Process The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes requests to board members and others for recommendations, conferring from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the nominating and corporate governance committee, the board of directors and members of senior management. The nominating and corporate governance committee also has the authority to retain the services of an executive search firm to help identify and evaluate potential director candidates. In considering whether to recommend any particular candidate for inclusion in the board of directors’ slate of recommended director nominees, our nominating and corporate governance committee applies the criteria set forth in our corporate governance guidelines. These criteria include the candidate’s integrity, business acumen, knowledge of our business and industry, experience, diligence, conflicts of interest and the ability to act in the interests of all stockholders. The nominating and corporate governance committee is also committed to ensuring our board can contribute to our company based on a variety of backgrounds, including age, education, professional experience, viewpoints and skills. The committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for any prospective nominee. Our board of directors believes that the backgrounds and qualifications of its directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow it to fulfill its responsibilities. The nominating and corporate governance committee has always endeavored to have a broad, inclusive process for identifying highly qualified candidates. When recommending to the board of directors the nominees for election as directors, our nominating and corporate governance committee shall consider candidates proposed by stockholders and shall apply the same criteria, and shall follow substantially the same process in considering them, as it does in considering other candidates. To recommend director candidates for consideration by the nominating and corporate governance committee, a stockholder must send a written notice to our corporate secretary. Our bylaws specify the information that must be included in any such notice, including the stockholder’s name, address and number of shares of Ameresco stock held, as well as the candidate’s name, age, address, principal occupation and number of shares of Ameresco stock. If a stockholder would like a candidate to be considered for inclusion in the proxy statement for our 2026 annual meeting, the stockholder must follow the procedures for stockholder proposals outlined under “Additional Information—Stockholder Proposals” below. You can find more detailed information on our process for selecting board members and our criteria for board nominees in the corporate governance guidelines posted on the “Investor Relations” section of our website, which is located at www.ameresco.com. Alternatively, our bylaws provide that stockholders may nominate director candidates for consideration at the 2026 annual meeting directly without approval of the nominating and corporate governance committee. In order to nominate candidates directly, stockholders must follow the procedures outlined under “Additional Information—Stockholder Proposals” below. Communicating with our Board of Directors Our board of directors will give appropriate attention to written communications that are submitted by stockholders and other interested parties, and will respond if and as appropriate. Our lead director, subject to the advice and assistance of our general counsel, is primarily responsible for monitoring communications from stockholders and other interested parties and for providing copies or summaries to the other directors as he considers appropriate. Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the lead director considers to be important for the directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we receive repetitive or duplicative communications. Stockholders and other interested parties who wish to send communications on any topic to our board should address such communications to: Board of Directors, c/o Secretary, Ameresco, Inc., 111 Speen Street, Suite 410, Framingham, Massachusetts 01701.

  15. Compensation Discussion and Analysis

    Compensation Discussion and Analysis This section discusses the material elements of our executive compensation policies and decisions and the most important factors relevant to an analysis of these policies and decisions. It provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our NEOs. As a company dedicated to a pay-for-performance culture, we aim to provide our executive officers with compensation that is significantly performance-based. Our executive compensation program is designed to align executive pay with our performance on both short and long-term bases, link executive pay to specific, measurable results intended to create value for stockholders, and utilize compensation as a tool to assist us in attracting and retaining the high-caliber executives that we believe are critical to our long-term success. 2024 Highlights Taking Stockholder Input into Account. We value our stockholders’ view on how we structure executive compensation. During 2024, 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 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. Company Highlights for 2024 During the year ended December 31, 2024 we: •generated record revenues for our company with a growth of 29% year-over-year; •increased our total project backlog by 24% year-over-year to $4.8 billion; •increased contracted backlog by 92% year-over-year; and •placed a record 241 MWe energy assets in operation Executive Compensation Action in 2024 The executive compensation actions for 2024 executive compensation were designed to balance the growth delivered by the executive team with challenges we faced in two of its large projects and their impact on our results. Considering these factors, our compensation committee decided not to award any discretionary bonus to our president and chief executive officer based on 2024 performance under our annual incentive bonus program and awarded modest discretionary bonuses under the program to our other NEOs. Additionally, the compensation committee chose not increases the base salary for our president and chief executive officer. Furthermore, the performance-based vesting options granted in 2022, with a performance period of 2022-2024, or the 2022 performance options, did not achieve the applicable cumulative performance goals and were therefore cancelled in accordance with their terms without vesting. We continued to adjust our executive team to ensure it is structured to help drive growth for our company. As part of this effort, we promoted Messrs. Bakas, Christakis and Maltezos as well as Ms. Bulgarino to Presidents of their respective business units. We also appointed Mr. Chiplock as our chief financial officer. In connection with these promotions, our compensation committee approved the grant of options and made market-based adjustments to base salaries. Long-term executive compensation approach: We adopt a long-term view on executive compensation to ensure it aligns with stockholder interest as illustrated in the chart below. The chart highlights the pay and performance alignment of our president and chief executive officer, showing how changes in stock price and the achievement of performance targets significantly impact his realized pay. This alignment is further demonstrated by the charts included in the pay versus performance tables in the proxy statement. We believe our approach to equity grants further helps align our executive compensation with stockholder interest and long-term growth. Our time-based vesting options typically vest annually over a period of five years; 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; and the restricted stock units, or RSUs, we grant, vest over a period of two years. We believe this vesting structure helps incentivize executives to drive both shorter term and longer term growth. (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 12/31/24 closing stock price of $23.48, (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 12/31/24 closing stock price. Since the 2022 performance options did not meet the vesting goals and were cancelled without vesting, 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.” This is evidenced by the fact that none of the 2022 performance options vested, as the three-year performance metrics for the period 2022 - 2024 were not met. 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. (1) calculations are based on the values reflected in the summary compensation table. 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. 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. As a part of this process, our compensation committee with the assistance of the committee’s compensation consultant FW Cook has established a compensation peer group which is periodically reviewed and updated. The following peer group was used for 2024: 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. Objectives of Our Executive Compensation Program.

  16. Compensation Discussion and Analysis

    | 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. | | Longer-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 (i) time vested options that vest over five years, (ii) performance-based vesting options that vest upon satisfaction of three-year performance conditions, and (iii) RSUs that generally vest over two years. |

  17. Compensation Discussion and Analysis

    (1) annualized base salary as of December 31, 2024. *Mr. Hole resigned from the company with his last day as an executive vice president and chief financial officer being August 30, 2024. NEO 2024 Annual Incentive Compensation Annual Incentive Program In early 2024, our compensation committee approved a total bonus pool for the year and set the corporate goals for our 2024 Annual Incentive Program 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. In early 2025, our compensation committee assessed our company’s achievement against the corporate goals as described below. In making this assessment, the compensation committee reduced the Adjusted EBITDA achievement by 50% of the $38 million gain the Company recognized from its sale of the Applied Energy Group (“AEG”) and correspondingly included only 50% of AEG’s operating expense when determining the achievement of the “reduction in operating expenses” goal. For any payouts to be made, each corporate goal has to be reach an achievement of at least 80%. If this threshold is achieved, each goal is awarded an achievement level based on a sliding scale from 2% (if the goal is achieved at 80%) up to 100% (if the goal is achieved at 100% or more).

  18. Compensation Discussion and Analysis

    | Goal | Weight | Target (2024) | Result (2024) | Achievement percentage | Awarded achievement based on level of achievement (max 100%) | Weighted awarded achievement | | Financial Performance | 45.0% | | | | | | | Revenue | 15.0% | $1.71 billion | $1.77 billion | 104% | 100% | 15% | | Adjusted EBITDA(1) | 25.0% | $225 million | $206.4 million | 92% | 61% | 15% | | Reduction of operating expenses of 5%(2) | 5.0% | $165.3 million | $154.4 million | 107% | 100% | 5% | | Business Development | 30.0% | | | | | | | Project Solutions Sales | 10.0% | $1.24 billion | $2.44 billion | 197% | 100% | 10% | | Distributed Generation EPC/PPA Sales | 10.0% | 205 MW | 1,579.6 MW | 770% | 100% | 10% | | Project Solutions Awards | 10.0% | $1.13 billion | $2.19 billion | 194% | 100% | 10% | | Business Visibility | 20.0% | | | | | | | Energy Assets Placed into Operation | 20.0% | 200MWe | 235MWe | 118% | 100% | 20% | | Strategic Initiatives | 5.0% | | | | | | | Update three-year plan | 2.5% | | | 100% | 100% | 2.5% | | Meet Ameresco Impact Goals for 2024 | 2.5% | | | 100% | 100% | 2.5% | | Total | | | | | | 90.0% | | (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, stock-based compensation expense, energy asset and goodwill impairment, contingent consideration, restructuring and other charges, gain or loss on sale of equity investment, and gain or loss upon deconsolidation of a variable interest entity. For purposes of calculating the achievement of the adjusted EBITDA goal under the 2024 Annual Incentive Program, 50% of the $38 million gain from the AEG (which was included in our adjusted EBITDA for 2024) was excluded. | | | | | | | | (2) Excluding stock compensation, internal mergers and acquisitions expenses, IRC Section 179D deduction certification costs and other one-time or unusual charges. For purposes of calculating the achievement of the cost reduction goal under the 2024 Annual Incentive Program, 50% of the costs associated with our AEG business for 2024 was excluded. | | | | | | |

  19. Compensation Discussion and Analysis

    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 categories as the corporate goals but adjusting the targeted amounts towards the executive officer’s business unit and area of responsibility. In determining the achievement of the individual goals, the compensation committee took into consideration that certain of the executives took on additional responsibilities and regions during the year and awarded each executive a bonus payment as set forth in “Summary Compensation Table” below. AIPP In 2024, our executive management team also participated in an additional annual incentive program, or AIPP. The AIPP provides that if the annual targets set under the Annual Incentive Program for each of the 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 in the below. In connection with assessment of the company’s achievement of the corporate goals under the 2024 Annual Incentive Program as described above, the compensation committee also determined that since each of the corporate goals under the 2024 Annual Incentive Program were not achieved at the required 100% level, the AIPP should not be funded for 2024. As a result, no payments were made under the AIPP for 2024. In 2025, the compensation committee determined to eliminate the AIPP going forward.

  20. Compensation Discussion and Analysis

    2024 NEO Equity Incentive Compensation Time-based Vesting Equity Awards. Employees who are considered important to our long-term success are eligible to receive option awards. These awards are granted annually in the first quarter or in connection with a new hire or promotion. The options vest annually over five years provided that the executive continues to be employed by us through the applicable vesting date. In 2024, we expanded the responsibilities of some of our executive officers and in addition to the annual awards granted in the first quarter of 2024, we also granted time-based vesting options to the executives who took on additional roles and responsibilities. The annual and promotion awards made in 2024 are indicated in the table “Grants of Plan-Based Awards in Fiscal Year” below. From time to time, to further incentivize our executives, we also grant RSUs. These RSUs typically vest every six months over two years, provided that the executive continues to be employed by us through the applicable vesting date. No RSUs were granted to our executive officers in 2024. Performance Based Vesting Options. The 2022 performance options that were granted in 2022 vested based on the achievement of cumulative corporate and individual performance goals during the performance period from January 1, 2022 through December 31, 2024. In February 2025, following the completion of the performance period for the 2022 performance options, our compensation committee assessed the achievement of the corporate goals on a cumulative basis as described below. As the goals did not reach the required cumulative performance goals they were cancelled in accordance with their terms without vesting.

  21. Executive Compensation Tables

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards(2) | Option Awards ($)(3)(4) | All Other Compensation ($)(5) | Total ($) | | George P. Sakellaris(6) | 2024 | 1,500,000 | — | — | — | 48,705 | 1,548,705 | | Chairman of the Board of Directors, President, and Chief Executive Officer | 2023 | 1,500,000 | — | 424,467 | — | 46,213 | 1,970,680 | | | 2022 | 1,413,462 | — | — | 5,043,613 | 41,475 | 6,498,550 | | Mark A. Chiplock(7) | 2024 | 390,551 | 60,000 | | 813,092 | 16,800 | 1,280,443 | | Executive Vice President, Chief Financial Officer and Chief Accounting Officer | | | | | — | | | | Michael T. Bakas | 2024 | 466,090 | 60,000 | | 987,480 | 16,800 | 1,530,370 | | President - Renewable Fuels | 2023 | 442,405 | — | 50,917 | — | 16,740 | 510,062 | | | 2022 | 417,704 | 20,000 | — | 1,051,997 | 16,740 | 1,506,441 | | Nicole A. Bulgarino | 2024 | 466,090 | 60,000 | | 987,480 | 16,800 | 1,530,370 | | President - Federal Solutions and Utility Infrastructure | 2023 | 443,033 | — | 50,917 | — | 16,740 | 510,690 | | | 2022 | 421,338 | 20,000 | — | 951,125 | 16,740 | 1,409,203 | | Louis P. Maltezos(8) | 2024 | 452,226 | 60,000 | | 987,480 | 16,800 | 1,516,506 | | President - Central & Western USA, Canada | | | | | | | | | Spencer Doran Hole(9) | 2024 | 323,062 | 60,000 | | 253,706 | 16,300 | 593,068 | | Former Executive Vice President and Chief Financial Officer | 2023 | 421,261 | — | 50,917 | — | 16,740 | 488,918 | | | 2022 | 401,201 | 20,000 | — | 504,361 | 16,740 | 942,302 | | (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. | | | | | | | | | (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 - Stock-Based Compensation and Other Employee Benefits” in our annual report on Form 10-K for the year ended December 31, 2024. | | | | | | | | | (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, 2024. | | | | | | | | | (4) For performance-based vesting 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-based vesting 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, and Ms. Bulgarino. | | | | | | | | | (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. | | | | | | | |

  22. 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 2024, the total annual compensation of Mr. Sakellaris, our president and chief executive officer, was $1,548,705 (as shown in the Summary Compensation Table included in this Proxy Statement). The total annual compensation of the median employee was $109,226. The total annual compensation of our chief executive officer to the total annual compensation of the median employee was approximately 14 to 1. 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 2024, 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, 2024. 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, 2024 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, 2024. 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 2024 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.

  23. 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.

  24. 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) | | 2024 | 1,548,705 | 656,559 | 1,290,151 | 948,927 | 134 | 142 | 53,940,000 | 225,341,000 | | 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 |

  25. 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. Our non-PEO NEOs for 2024 were Spencer Hole, Michael Bakas, Nicole Bulgarino, Mark Chiplock, and Lou Maltezos. (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to the PEO in 2024, 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.

  26. PAY VERSUS PERFORMANCE

    | PEO Compensation Actually Paid Detail | | | | | | | | Compensation Actually Paid Detail | | | | | | Compensation Element | 2020($) | 2021($) | 2022($) | 2023($) | 2024($) | | Summary Compensation Table (SCT) Reported Total Compensation | 1,469,973 | 7,046,400 | 6,498,550 | 1,970,680 | 1,548,705 | | 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) | (391,335) | | 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) | (500,811) | | 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) | 656,559 |

  27. PAY VERSUS PERFORMANCE

    | The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the non-PEO NEOs in 2024, 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. |

  28. PAY VERSUS PERFORMANCE

    | Average Non-PEO NEOs Compensation Actually Paid Detail | | | | | | | | Compensation Actually Paid Detail | | | | | | Compensation Element | 2020($) | 2021($) | 2022($) | 2023($) | 2024($) | | Summary Compensation Table (SCT) Reported Total Compensation | 657,195 | 1,297,940 | 1,332,144 | 525,708 | 1,290,151 | | Aggregate SCT Reported Equity Compensation (-) | (169,236) | (761,219) | (879,966) | (50,917) | (805,848) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | 586,026 | 1,622,442 | 696,792 | 28,028 | 651,907 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | 985,989 | 2,990,380 | (969,267) | (1,063,898) | (82,877) | | 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) | (84,501) | | Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | — | — | — | — | (19,905) | | Compensation Actually Paid Determination | 2,108,713 | 5,164,423 | (741,181) | (691,965) | 948,927 |

  29. 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. |

  30. 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:

  31. 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 |

  32. PAY VERSUS 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 five 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).