DEF 14A of HA Sustainable Infrastructure Capital, Inc., Apr 22, 2025

DEF 14A of HA Sustainable Infrastructure Capital, Inc.

Filed Apr 22, 2025 · FY20240001561894-25-000049

Open on EDGAR

  1. HA Sustainable

    HA Sustainable Infrastructure Capital, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

  2. HA Sustainable

    | Payment of Filing Fee (Check all boxes that apply): | | | ☑ | No fee required | | ◻ | Fee paid previously with preliminary materials | | ◻ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |

  3. HA Sustainable

    Notice of 2025 Annual Meeting of Stockholders

  4. HA Sustainable

    | | | | | When June 4, 2025 9:30 a.m. Eastern Time | Where The meeting will be held via a live webcast at www.virtualshareholdermeeting.com/HASI2025 (password: enter your 16 digit control number) | Record Date Close of business on April 7, 2025 |

  5. HA Sustainable

    | How to Vote | | | ONLINE (During the Annual Meeting) Access www.virtualshareholdermeeting.com/HASI2025 (password: your 16 digit control number) and follow the on-screen instructions. | (Before the Annual Meeting) Go to www.proxyvote.com to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. | | MAIL Mark, sign and date your proxy card and return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | TELEPHONE 1-800-690-6903. Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. |

  6. HA Sustainable

    All stockholders are cordially invited to attend the Annual Meeting virtually. By hosting the Annual Meeting online, we are able to communicate more effectively with our stockholders, enable increased attendance and participation from locations around the world, and reduce costs, which aligns with our broader sustainability goals. The virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting. Online check-in will begin at 9:15 a.m., Eastern Time, and you should allow ample time for the online check-in procedures. During the upcoming virtual meeting, you may ask questions and will be able to vote your shares online from any remote location with internet connectivity. We will respond to as many inquiries at the Annual Meeting as time allows. Items to be voted on:

  7. HA Sustainable

    | 1 | Elect the twelve director nominees named in the accompanying proxy statement to serve on our board of directors | | 2 | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 | | 3 | Provide non-binding advisory approval of our executive compensation | | 4 | Such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof | | The attached proxy statement describes these items. Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held June 4, 2025. Our notice of annual meeting, proxy statement and 2024 Annual Report on Form 10-K are available at: www.proxyvote.com and www.investors.HASI.com. | |

  8. HA Sustainable

    By Order of our Board of Directors, /s/ Steven L. Chuslo Steven L. Chuslo Secretary Annapolis, Maryland April 22, 2025

  9. HA Sustainable

    | HASI Proxy Statement 2025 | 1 |

  10. HA Sustainable

    Proxy Statement Table of Contents

  11. HA Sustainable

    | Proxy Summary | 3 | | Meeting Agenda | 3 | | Director Nominees | 3 | | Director Nominee Highlights | 4 | | Governance Highlights | 4 | | Compensation Highlights | 4 | | Proxy Statement for Annual Meeting of Stockholders to be Held on June 4, 2025 | 5 | | Proposal No. 1 Election Of Directors | 5 | | Information About the Director Nominees | 6 | | Skills, Expertise and Attributes | 11 | | Identification of Director Candidates | 12 | | Majority Vote Policy | 12 | | Vacancies | 13 | | Voting on Director Nominees | 13 | | Board and Corporate Governance Structure | 14 | | Corporate Governance Philosophy | 14 | | Our Board of Directors | 15 | | Sustainability and Impact Oversight | 20 | | Corporate Governance Policies | 22 | | Active Stockholder Outreach | 23 | | Management Succession Planning | 23 | | Communications with Our Board of Directors | 23 | | Climate Leadership | 24 | | TCFD Metrics and Targets | 25 | | Science-Based Targets Initiative | 26 | | Green Debt Leadership | 27 | | Our People | 28 | | Engaging with Our Team | 28 | | Health and Well-Being | 29 | | Skills for the Future | 30 | | Recruitment and Hiring | 30 | | Fair and Competitive Compensation | 30 | | Engagement | 31 | | Compensation of Independent Directors | 32 | | Annual Compensation | 32 | | Other Compensation | 32 | | Stock Ownership Guidelines for Non-Employee Directors | 32 | | Changes to our Director Compensation for 2025 | 33 | | Compensation Committee Review | 33 | | Director Compensation Table for 2024 | 33 | | Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm | 34 | | Independent Registered Public Accounting Firm Fees | 34 | | Required Vote | 35 | | Report of the Audit Committee | 35 |

  12. HA Sustainable

    | Proposal No. 3 Stockholder Advisory (Non-Binding) Vote to Approve Our Executive Compensation | 37 | | Overview of 2024 Performance and Our Pay for Performance Philosophy | 38 | | Advisory Resolution | 40 | | Required Vote | 40 | | Information About Our Named Executive Officers | 41 | | Executive Compensation | 42 | | Compensation Discussion and Analysis | 42 | | Executive Summary | 42 | | Our Pay for Performance Alignment | 44 | | Our Executive Compensation Program Best Practices | 45 | | Stock Ownership Guidelines for Named Executive Officers | 46 | | Process for Setting Executive Compensation | 46 | | Executive Compensation Program Components | 50 | | Tax Deductibility of Executive Compensation | 54 | | Adjustment or Recovery of Awards | 54 | | Relationship of Compensation Practices to Risk Management | 55 | | Compensation Committee Report | 55 | | 2024 Summary Compensation Table | 56 | | Grants of Plan-Based Awards for 2024 | 57 | | Narrative to Summary Compensation Table | 57 | | 2022 Plan Summary | 63 | | Outstanding Equity Awards at 2024 Fiscal Year End | 65 | | 2024 Option Exercises and Securities Vested | 66 | | Pension Benefits and Nonqualified Deferred Compensation | 67 | | CEO Compensation Pay Ratio | 68 | | 2024 Pay Versus Performance Table | 68 | | Security Ownership of Certain Beneficial Owners and Management | 74 | | Certain Relationships and Related Transactions | 76 | | Indemnification Agreements for Officers and Directors | 76 | | Related Transactions Policy | 76 | | Meeting Information | 76 | | Annual Report | 77 | | Voting Securities and Record Date | 77 |

  13. HA Sustainable

    | Other Matters | 78 | | Outstanding Shares | 79 | | Submission of Stockholder Proposals | 79 | | Miscellaneous | 80 |

  14. HA Sustainable

    | 2 | HASI Proxy Statement 2025 |

  15. HA Sustainable

    Proxy Summary This summary highlights certain information from this Proxy Statement, but does not contain all the information that you should consider. Please read the entire Proxy Statement before voting your shares. For more complete information regarding our 2024 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2024.

  16. HA Sustainable

    | | | | | When June 4, 2025 9:30 a.m. Eastern Time | Where The meeting will be held via a live webcast at www.virtualshareholdermeeting.com/HASI2025 (password: enter your 16 digit control number) | Record Date Close of business on April 7, 2025 |

  17. HA Sustainable

    Meeting Agenda The matters we will act upon at the Annual Meeting are:

  18. HA Sustainable

    | PROPOSAL | BOARD OF DIRECTORS RECOMMENDATION | | MORE INFORMATION | | Elect the twelve director nominees named in this proxy statement to serve on our board of directors until the Company’s 2025 annual meeting of stockholders and until their respective successors are duly elected and qualify | | FOR all nominees listed below | Page 5 | | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2025 | | FOR | Page 34 | | Approve, on a non-binding, advisory basis, the compensation of our named executive officers | | FOR | Page 37 |

  19. HA Sustainable

    Director Nominees1

  20. HA Sustainable

    | Name | Age | Independent | Principal occupation | Committees | Other public boards | Director since | | Jeffrey W. Eckel Chair | 66 | | Former Chief Executive Officer & President, HA Sustainable Infrastructure Capital, Inc. | | 0 | Chair since March 2025; Executive Chair from March 2023 to March 2025; Chair from 2013 to February 2023 | | Jeffrey A. Lipson Chief Executive Officer | 57 | | Chief Executive Officer & President, HA Sustainable Infrastructure Capital, Inc. | | 0 | 2023 | | Teresa M. Brenner Lead Independent Director | 61 | | Former Managing Director & Associate General Counsel, Bank of America Corporation | Compensation, NGCR (Chair) | 0 | Lead Independent Director since 2019; Director since 2016 | | Lizabeth A. Ardisana | 72 | | Chief Executive Officer & Principal Owner, ASG Renaissance, LLC | Audit, Compensation | 2 | 2022 | | Clarence D. Armbrister | 67 | | Former President, Johnson C. Smith University | NGCR, Finance and Risk | 0 | 2021 | | Nancy C. Floyd | 70 | | Former Managing Director, Nth Power LLC | Audit, Finance and Risk | 0 | 2021 | | Charles M. O’Neil | 72 | | Former Chief Executive Officer and Chairman of the Board, ING Capital, LLC | Finance and Risk (Chair), NGCR | 0 | 2013 | | Richard J. Osborne | 74 | | Former Chief Financial Officer, Duke Energy Corporation | Audit, Compensation (Chair) | 0 | 2013 | | Steven G. Osgood | 68 | | Chief Executive Officer, Square Foot Companies, LLC | Audit (Chair), Compensation | 1 | 2015 | | Kimberly A. Reed | 54 | | Former Chairman of the Board of Directors, President, and Chief Executive Officer, Export-Import Bank of the United States | NGCR, Finance and Risk | 2 | 2023 | | Laura A. Schulte | 65 | | Former Executive Vice President and Head of Eastern Community Banking, Wells Fargo & Company | Audit, Compensation | 0 | 2025 | | Barry E. Welch | 67 | | Former Chief Executive Officer, Atlantic Power Corporation | Audit, Finance and Risk | 0 | 2025 |

  21. HA Sustainable

    (1)Furnished as of April 7, 2025.

  22. HA Sustainable

    | HASI Proxy Statement 2025 | 3 |

  23. HA Sustainable

    PROXY SUMMARY Director Nominee Highlights Our board of directors has a strong mix of desired attributes, including business experience, tenure, age, diversity, and independence. The following is a snapshot of some key characteristics of our director nominees.

  24. Diversity

    Diversity

  25. Tenure

    Tenure SEVEN 0-4 YEARS ONE 5-9 YEARS FOUR 10+ YEARS 4

  26. Financial Experts

    Financial Experts 66

  27. Average Age

    Average Age Qualifications CEO/SENIOR LEADERSHIP EXPERIENCE CPA OR FINANCIAL POWER/UTILITY/NATURAL RESOURCES INDUSTRIES RISK MANAGEMENT STRATEGIC PLANNING CORPORATE GOVERNANCE TECHNOLOGY/CYBERSECURITY COMMERCIAL LENDING HUMAN CAPITAL MANAGEMENT FINANCIAL SERVICES MERGERS & ACQUISITIONS Governance Highlights

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    | Separate Chair and CEO | On March 1, 2023, we separated the roles of chair and chief executive officer | | Sustainability and Impact Governance | Robust oversight structure covering our strategies, activities, and policies, including our Sustainability Investment Policy, environmental policies, and Human Rights and Human Capital Management Policies | | Commitment to Board Independence | >80% of the members of our board of directors are independent |

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    Compensation Highlights

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    | Pay for Performance Philosophy | Executive compensation encourages and rewards strong financial and operational performance | | Implicit Link to Sustainability and Impact Performance | Executive compensation is implicitly linked to Sustainability and Impact (as defined below) performance due to our focus on investments in climate solutions, which drive growth in key compensation-linked financial metrics | | CEO Pay Ratio | For 2024, the compensation for our chief executive officer was 33x the compensation of our median employee |

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    | 4 | HASI Proxy Statement 2025 |

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    Proxy Statement for Annual Meeting of Stockholders to be Held on June 4, 2025 This proxy statement is being furnished to stockholders in connection with the solicitation of proxies by and on behalf of the board of directors of HA Sustainable Infrastructure Capital, Inc., a Delaware corporation (the “Company,” “we,” “our” or “us”), for use at the Company’s 2025 annual meeting of stockholders (the “Annual Meeting”) to be held via a live webcast at www.virtualshareholdermeeting.com/HASI2025 (password: enter your 16-digit control number) on June 4, 2025, at 9:30 am, Eastern Time, or at any postponements or adjournments thereof. Proposal No. 1 Election of Directors Our board of directors is currently comprised of twelve directors: Jeffrey W. Eckel, Jeffrey A. Lipson, Lizabeth A. Ardisana, Clarence D. Armbrister, Teresa M. Brenner, Nancy C. Floyd, Charles M. O’Neil, Richard J. Osborne, Steven G. Osgood, Kimberly A. Reed, Laura A. Schulte, and Barry E. Welch. In accordance with our charter (the “Charter”) and Amended and Restated Bylaws (the “Bylaws”), Messrs. Eckel, Lipson, Armbrister, O’Neil, Osborne, and Osgood and Mses. Ardisana, Brenner, Floyd, and Reed were elected at the 2024 Annual Meeting to hold office until the next annual meeting of stockholders and until his or her successor has been duly elected and qualifies, or until such director’s earlier resignation, death or removal. Effective April 15, 2025, in accordance with our Charter and Bylaws, our board of directors increased the size of our board of directors from ten to twelve and appointed Ms. Schulte and Mr. Welch to serve until the next annual meeting of stockholders and until his or her successor has been duly elected and qualifies, or until the director’s earlier resignation, death or removal. See “—Identification of Director Candidates” and “—Vacancies.” Upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee of our board of directors (the “NGCR Committee”), our board of directors has nominated our twelve current directors (the “director nominees”) to stand for election as directors at the Annual Meeting. The director nominees were selected based on the qualifications and experience described in the biographical information below. The procedures and considerations of the NGCR Committee in recommending qualified director nominees are described below under “—Identification of Director Candidates.” Each director nominee’s term will run until the next annual meeting of stockholders following the Annual Meeting and until their respective successors are duly elected and qualify. It is intended that the shares of our common stock, par value $0.01 per share (the “Common Stock”) represented by properly submitted proxies will be voted by the persons named therein as proxy holders FOR the election of each of the director nominees listed in this Proxy statement unless otherwise instructed. See “—Voting on Director Nominees” below for more information.

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    | | Our board of directors recommends a vote FOR the election of each of the director nominees. |

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    | HASI Proxy Statement 2025 | 5 |

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    Information About the Director Nominees1

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    | JEFFREY W. ECKEL | | | Age 66 Chair – Board of Directors since March 2025 | Mr. Eckel has served as chair since March 2025 and served as executive chair from March 2023 to March 2025. Mr. Eckel previously served as chief executive officer, president and chair from 2013 through February 2023, and was with the predecessor of the Company as president and chief executive officer since 2000 and prior to that from 1985 to 1989 as a senior vice president. Mr. Eckel serves on the board of trustees of The Nature Conservancy of Maryland and DC. Mr. Eckel was appointed by the governor of Maryland to the board of the Maryland Clean Energy Center in 2011 where Mr. Eckel served until 2016 while also serving as its chairman from 2012 to 2014. Mr. Eckel has over 35 years of experience in financing, owning and operating infrastructure and energy assets. Mr. Eckel received a Bachelor of Arts degree from Miami University in 1980 and a Master of Public Administration degree from Syracuse University, Maxwell School of Citizenship and Public Affairs, in 1981. We believe Mr. Eckel’s extensive experience in managing companies operating in the energy sector and expertise in energy investments make him qualified to serve as chair. |

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    | JEFFREY A. LIPSON | | | Age 57 Director since 2023 Chief Executive Officer and President | Mr. Lipson has served as chief executive officer and president since March 2023. He served as executive vice president and our chief operating officer from 2021 to February 2023, and as our chief financial officer from 2019 to February 2023. Previously, Mr. Lipson was president and chief executive officer and director of Congressional Bancshares and its subsidiary Congressional Bank (now Forbright Bank). He also previously served in various roles for CapitalSource Inc., as well as Bank of America and its predecessor, FleetBoston Financial. Mr. Lipson received a Bachelor of Science degree in Economics from Pennsylvania State University in 1989 and a Master of Business Administration degree in Finance from New York University’s Leonard N. Stern School of Business in 1993. We believe Mr. Lipson’s significant prior experience as a chief executive officer and his extensive financial expertise make him qualified to serve as president and chief executive officer and as a member of our board of directors. |

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    | TERESA M. BRENNER | | | Age 61 Independent Director since 2016 Lead Independent Director since 2019 Committee: •NGCR Committee (Chair) •Compensation Committee | Ms. Brenner retired from Bank of America Corporation in 2012, where she served in a variety of roles for approximately 20 years, including most recently as a managing director and associate general counsel. Ms. Brenner served on the board of directors of Residential Capital, LLC from March 2013 to December 2013 during its restructuring and through the confirmation of its bankruptcy proceeding. Ms. Brenner is a member of the National Association of Corporate Directors, the Society of Corporate Governance, and the American Corporate Counsel Association, and is a member in good standing of the North Carolina State Bar. Ms. Brenner has also held a variety of philanthropic and civic roles, including serving as president of Temple Israel and chairperson of Right Moves for Youth. Ms. Brenner received a Bachelor of Arts degree magna cum laude and with honors in history from Alma College in 1984 where she was inducted into Phi Beta Kappa and a Juris Doctorate cum laude from Wake Forest University School of Law in 1987 where she was a Carswell Scholar and an editor of its Law Review. We believe Ms. Brenner’s extensive experience in corporate governance and corporate strategy, law and compliance, and finance and capital markets gives her valuable insight and enables her to make significant contributions as a member of our board of directors. |

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    (1)Furnished as of April 7, 2025.

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    | 6 | HASI Proxy Statement 2025 |

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    | LIZABETH A. ARDISANA | | | Age 72 Independent Director since 2022 Committee: •Audit Committee •Compensation Committee | Ms. Ardisana is chief executive officer and the principal owner of ASG Renaissance LLC, which she founded in 1987. ASG Renaissance is a technical and communication services firm with more than three decades of experience providing services to a wide range of clients in the automotive, environmental, defense, construction, healthcare, banking and education sectors. She is also chief executive officer of Performance Driven Workforce LLC, a scheduling and staffing firm that was founded in 2015 and has since expanded into five states. Prior to founding ASG Renaissance LLC, Ms. Ardisana worked at Ford Motor Company for 14 years, holding various management positions in vehicle development, product planning and marketing. As a Hispanic and female business owner, Ms. Ardisana is an active business and civic leader in Michigan. She has served on the boards of publicly held Clean Energy Fuels Corp. (Nasdaq: CLNE) since 2019 and Huntington Bancshares Inc. (Nasdaq: HBAN) since 2016. She also serves on the board of the privately held U.S. Sugar Corporation. She was a member of the board of Citizens Republic Bancorp, Inc. from 2004 to 2013, and a member of the board of FirstMerit Corporation from 2013 to 2016. She has held numerous leadership positions in a variety of nonprofit organizations, including The Skillman Foundation, Charles Stewart Mott Foundation, Kettering University, Metropolitan Affairs Coalition, Focus: HOPE, and NextEnergy. Ms. Ardisana was appointed by the governor of Michigan to the executive board of the Michigan Economic Development Corporation and chairs its finance committee. She is the vice chair of the board of Wayne Health, where she serves on the audit committee and compensation committee. Ms. Ardisana holds a Bachelor of Science degree in mathematics and computer science from the University of Texas, a Master of Science degree in mechanical engineering from the University of Michigan, and a Master of Business Administration degree from the University of Detroit. We believe Ms. Ardisana’s considerable experience and relationships in the automotive and environmental industries, as well as skills acquired through serving as a chief executive officer and as a member of multiple public and private company boards, give her valuable insights and enable her to make significant contributions as a member of the Board. |

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    | CLARENCE D. ARMBRISTER | | | Age 67 Independent Director since 2021 Committee: •Finance and Risk Committee •NGCR Committee | Mr. Armbrister served as president of Johnson C. Smith University from January 2018 through June 2023. Previously, Mr. Armbrister served as president of Girard College from 2012 to 2017. Mr. Armbrister has served as chair of the audit committee and a member of the compensation committee of Health Partners Plans Inc. since 2016. From 2008 to 2011, Mr. Armbrister served as chief of staff to the former Mayor of Philadelphia, Michael A. Nutter. Mr. Armbrister also served as senior vice president for administration and subsequently executive vice president and chief operating officer of Temple University from 2003 to 2007. Prior to that Mr. Armbrister served as vice president and director in the Municipal Securities Group and in other positions at PaineWebber & Co. (subsequently UBS PaineWebber Incorporated) from 1999 to 2003 and also served as an adjunct faculty member of the Beasley School of Law at Temple University from 1997 to 1998. From 1996 to 1998, Mr. Armbrister served as managing director of the Philadelphia School District and prior to that, in 1994, he was appointed Philadelphia City treasurer. From 1982 to 1994, Mr. Armbrister was an associate and then partner at Saul, Ewing, Remick & Saul (currently known as Saul Ewing Arnstein & Lehr LLP). Mr. Armbrister also serves on the boards of various organizations, including the board of directors for Health Partners Plan and the board of trustees of Devereux Advanced Behavioral Health, of which he was elected chair in November 2023. Mr. Armbrister is also a former member of the board of directors of the Charlotte Regional Business Alliance, the board of directors of the National Adoption Center and the Community College of Philadelphia’s board of trustees. Mr. Armbrister received a Bachelor of Arts degree in Political Science and Economics from the University of Pennsylvania in 1979 and a Juris Doctor degree from the University of Michigan Law School in 1982. We believe Mr. Armbrister’s over 35 years of experience in education, law, government and finance gives him valuable insight and enables him to make significant contributions as a member of our board of directors. |

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    | HASI Proxy Statement 2025 | 7 |

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    | NANCY C. FLOYD | | | Age 70 Independent Director since 2021 Committee: •Audit Committee •Finance and Risk Committee | Ms. Floyd served as managing director of Nth Power LLC, a venture capital firm she founded that specialized in clean energy technology, from 1993 to 2022. From 1989 to 1993, Ms. Floyd joined and started the technology practice for the utility consulting firm, Barakat and Chamberlain. From 1985 to 1988, Ms. Floyd was on the founding team and worked at PacTel Spectrum Services, a provider of network management services that was sold to IBM. In 1982, Ms. Floyd founded and served as chief executive officer of NFC Energy Corporation, one of the first wind development companies in the United States, which she successfully sold. From 1977 to 1980, Ms. Floyd served as director of special projects of the Vermont Public Service Board (currently known as Vermont Public Utility Commission). Ms. Floyd has also served on the boards of 14 private, high growth, clean tech companies and was chair of the board for 4 of them. From 2020 to 2023, Ms. Floyd was a board member, chair of the audit committee and member of the compensation committee and nominating and corporate governance committee of Beam Global (Nasdaq: BEEM, BEEMW). She also served as a member of the board and chair of the audit committee of AltaGas Services and AltaGas Power Holdings (U.S.) Inc. (TSX: ALA) from 2018 to 2019, and board member of WGL Holdings, Inc. and Washington Gas (NYSE: WGL) from 2011 to 2018, where she sat on the audit committee and governance committee. Also, Ms. Floyd has served as fund advisor to Activate Capital from 2018 to 2021 and served on the investment committee for The Christensen Fund from 2017 to 2021. Ms. Floyd received a Bachelor of Arts degree in Government from Franklin & Marshall College in 1976 and a Master of Arts degree in Political Science from Rutgers University in 1977. We believe Ms. Floyd’s extensive experience in clean energy technology and utilities makes her qualified to serve as a member of our board of directors. |

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    | CHARLES M. O’NEIL | | | Age 72 Independent Director since 2013 Committee: •Finance and Risk Committee (Chair) •NGCR Committee | Mr. O’Neil retired from ING Capital, LLC, at the end of 2015, where he served in a variety of executive and management roles for over 20 years, including as president, chief executive officer and chairman of the board of ING Capital, LLC and head of Structured Finance, Americas, the largest operating unit of ING Capital. Mr. O’Neil received a Bachelor of Science degree in Finance from The Pennsylvania State University in 1974 and a Master of Business Administration degree in International Finance from Fordham University in 1978. We believe Mr. O’Neil’s experience of over 40 years in structured and project finance focusing on energy related projects, combined with his senior management role with a large international bank’s wholesale banking activities in the Americas, makes him qualified to serve as a member of our board of directors. |

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    | RICHARD J. OSBORNE | | | Age 74 Independent Director since 2013 Committee: •Compensation Committee (Chair) •Audit Committee | Mr. Osborne retired from Duke Energy Corporation in 2006, having served in a variety of executive roles including chief financial officer, chief risk officer, treasurer and group vice president for Public & Regulatory Affairs during his 31 years with the organization. Mr. Osborne also served as a director of Duke Energy Field Services, a joint venture between Duke Energy Corporation and ConocoPhillips, and as a director of TEPPCO Partners, LP, a master limited partnership managing mid-stream energy assets. He also chaired the Finance Divisions of the Southeastern Electric Exchange and Edison Electric Institute, and was a founding board member of the Committee of Chief Risk Officers. Subsequent to leaving Duke Energy, Mr. Osborne executed consulting assignments for clients in, or serving, the energy industry. Mr. Osborne presently serves on the boards of Chautauqua Institution and the Chautauqua Foundation. Mr. Osborne received a Bachelor of Arts degree in History and Economics from Tufts University in 1973 and a Master of Business Administration degree from the University of North Carolina at Chapel Hill in 1975. We believe that Mr. Osborne’s over 35 years of experience in energy sector finance makes him qualified to serve as a member of our board of directors. |

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    | 8 | HASI Proxy Statement 2025 |

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    | STEVEN G. OSGOOD | | | Age 68 Independent Director since 2015 Committee: •Audit Committee (Chair) •Compensation Committee | Mr. Osgood has served as the chief executive officer of Square Foot Companies, LLC, a Cleveland, Ohio-based private real estate company focused on self-storage and single-tenant properties, since 2008. Mr. Osgood is also a trustee for National Storage Affiliates Trust, a real estate investment trust (“REIT”) focused on the ownership of self-storage properties, since its public offering in April 2015. Mr. Osgood serves as chair of the finance committee for the company and on its audit committee. Prior to his current position, Mr. Osgood served as president and chief financial officer of U-Store-It Trust (now named CubeSmart), a self-storage REIT from the company’s initial public offering in 2004 to 2006. He also served as chief financial officer of several other REITs. Mr. Osgood is a former Certified Public Accountant. He graduated from Miami University with a Bachelor of Science degree in 1978 and graduated from the University of San Diego with a Master of Business Administration degree in 1987. We believe that Mr. Osgood’s experience as a chief executive officer and over 20 years of experience in corporate finance make him qualified to serve as a member of our board of directors. |

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    | KIMBERLY A. REED | | | Age 54 Independent Director since 2023 Committee: •NGCR Committee •Finance and Risk Committee | Ms. Reed has served as an external director of Takeda Pharmaceutical Company Limited since June 2022 and an independent director of Momentus Inc. since August 2021. From May 2019 to January 2021— after being confirmed by the U.S. Senate on a strong bipartisan basis — Ms. Reed served as the first woman chairman of the board of directors, president and chief executive officer of the Export-Import Bank of the United States (EXIM), the nation’s official $135 billion export credit agency, where she worked to help U.S. companies, including those focused on energy and infrastructure, succeed in the competitive global marketplace. She previously served as president of the International Food Information Council Foundation where she focused on agriculture, nutrition, health, and sustainability issues; senior advisor to U.S. Treasury Secretaries Henry Paulson and John Snow; chief executive officers of the Community Development Financial Institutions Fund (CDFI Fund); and counsel to three committees of the U.S. Congress where she conducted oversight and investigations. Ms. Reed also currently serves on the American Swiss Foundation board of directors, and is a Distinguished Fellow with the Council on Competitiveness and the Atlantic Council Freedom and Prosperity Center. Additionally, she is involved with a variety of initiatives, including the Hudson Institute’s Alexander Hamilton Commission on Securing America’s National Security Innovation Base, Krach Institute for Tech Diplomacy at Purdue Advisory Council and Indiana University School of Public Health-Bloomington Dean’s Alliance. Recognized as one of the “100 Women Leaders in STEM,” she received the U.S. Department of Defense’s highest civilian award — the Medal for Distinguished Public Service — and is a Council on Foreign Relations life member and a National Association of Corporate Directors (NACD) Certified Director. She holds a Juris Doctor degree from West Virginia University College of Law and a Bachelor of Science in Biology and a Bachelor of Arts in Government from West Virginia Wesleyan College. We believe Ms. Reed’s experience in government and international finance, as well as her service on U.S. and non-U.S. public company boards, make her qualified to serve as a member of our board of directors. |

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    | HASI Proxy Statement 2025 | 9 |

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    | LAURA A. SCHULTE | | | Age 65 Independent Director since 2025 Committee: •Audit Committee •Compensation Committee | Ms. Schulte has served as chair of the board of directors of Transportation Alliance Bank, Inc. since June 2023, where she also serves as the chair of the compensation committee and a member of the technology committee and previously served as a member of the audit committee. She has been a member of the board of directors of Novant Health Inc. since 2016, where she is a member of the executive committee and previously served as chair of the board of directors, the strategic growth committee and the audit committee. Since 2016, she has also served as a member of the board of directors of Grubb Properties, LLC, where she is chair of the human capital committee and compensation committee, as well as a member of the audit committee. From 2015 through 2021, she served as a board director and a member of the audit, credit and asset-liability committees of State Farm Bank, a U.S. bank and subsidiary of State Farm Insurance sold to U.S. Bank in 2021. From 1999 until her retirement in 2014, Ms. Schulte held various executive roles Wells Fargo & Company, culminating in her service as Executive Vice President and Head of Eastern Community Banking, where she led one of Wells Fargo’s banking businesses and spearheaded the merger with and integration of Wachovia into Wells Fargo. Prior to her time at Wells Fargo, from 1982 through 1999, she was employed by Norwest Corporation. Ms. Schulte has served on the nonprofit boards of industry, education, and healthcare institutions across the United States, including the American Bankers Association, the University of North Carolina at Charlotte, the National Association of Corporate Directors (NACD) Carolinas chapter and the Children’s Hospital of Los Angeles. Notably, Ms. Welch served as the first woman board chair for the United Way of Los Angeles. Currently, she is a member of the Charlotte Symphony Orchestra Board of Trustees and the Bechtler Museum of Modern Art advisory board in Charlotte, North Carolina. She received her Bachelor of Science in Accounting from the University of Nebraska at Lincoln, where she is a Distinguished Alumni Awardee, and she is a graduate of the Stonier Graduate School of Banking at the University of Pennsylvania. We believe Ms. Schulte’s experience as a banking industry executive, as well as her service on multiple corporate boards, make her qualified to serve as a member of our board of directors. |

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    | BARRY E. WELCH | | | Age 67 Independent Director since 2025 Committee: •Audit Committee •Finance and Risk Committee | Since January 2023, Mr. Welch has served on the board of directors of Onward Energy, a renewables portfolio company in the JP Morgan-managed Infrastructure Investments Fund (IIF), assuming the role of chair in January 2024. Onward Energy was formed in January 2023 through the merger of Novatus Energy, where he served as chair of the audit committee from 2016 until the merger, and Southwest Generation, where he served as chair of the board of directors from 2018 until the merger. Since March 2023, he has also served on the board and audit committee of Aspen Power, a distributed generation solar company that develops, constructs, owns and operates projects throughout the United States From 2016 through 2019, Mr. Welch served on the board of TransMontaigne Partners (NYSE: TLP), an oil storage master limited partnership, where he was chair of the conflicts committee and a member of the audit committee. From 2004 through 2014, he was the chief executive officer of Atlantic Power Corporation (NYSE: AT), an independent power company with fossil and renewable power generation facilities in the United States and Canada, and served on its board of directors from 2006 through 2014. From 1989 through 2004, he served in a variety of roles in John Hancock’s Bond & Corporate Finance Group, culminating in his service from 2001 through 2004 as Senior Vice President and Head of Bond & Corporate Finance. Mr. Welch received a Bachelor of Science in Engineering in Mechanical & Aerospace Engineering from Princeton University, and a Master of Business Administration degree with a concentration in Finance from Boston College. We believe Mr. Welch's experience as a renewable energy chief executive officer and investment finance executive, as well as his service on multiple public and private boards of directors, make him qualified to serve on our board of directors. |

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    | 10 | HASI Proxy Statement 2025 |

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    SKILLS, EXPERTISE AND ATTRIBUTES Skills, Expertise, and Attributes The NGCR Committee and our board of directors consider a broad range of factors when selecting nominees. We seek highly qualified director candidates from diverse business, professional and educational backgrounds who combine a broad spectrum of experience and expertise with a reputation for the highest personal and professional ethics, integrity, and values. We believe that, as a group, the director nominees bring a diverse range of perspectives that contribute to the effectiveness of our board of directors as a whole. The table below represents some of the key skills and attributes that our board of directors has identified as particularly valuable to the effective oversight of the Company and the execution of our corporate strategy, and identifies the director nominees that have that skill or attribute. This director skills matrix is not intended to be an exhaustive list of each of our director nominees’ skills and attributes or contributions to our board of directors.

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    | SKILLS & EXPERTISE | | | | | | | | | | | | | | Experience | Eckel | Brenner | Ardisana | Armbrister | Floyd | Lipson | O’Neil | Osborne | Osgood | Reed | Schulte | Welch | | Risk Management | • | • | • | • | • | • | • | • | • | • | • | • | | Capital Markets | • | • | | • | • | • | • | • | • | • | • | • | | CPA or Financial | | | • | | • | • | • | • | • | | • | | | Power / Utility / Natural Resources Industries | • | | | | • | | • | • | | | | • | | Financial Services | • | • | | • | • | • | • | | | • | • | • | | Strategic Planning | • | • | • | • | • | • | • | • | • | • | • | • | | Technology / Cybersecurity | | | | | • | | | | | | • | | | CEO/Senior Leadership Experience | • | • | • | • | • | • | • | • | • | • | • | • | | Mergers & Acquisitions | | • | • | | • | • | | • | • | | • | • | | Corporate Governance | • | • | • | • | • | • | • | • | • | • | • | • | | Human Capital Management | • | • | • | • | • | • | • | • | • | • | • | • | | Commercial Lending | • | | | | | • | • | | • | | • | • |

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    | BACKGROUND | | | | | | | | | | | | | | Years on Board | 12 | 9 | 2 | 4 | 4 | 2 | 12 | 12 | 10 | 2 | 0 | 0 | | Age | 66 | 61 | 74 | 67 | 70 | 57 | 72 | 74 | 68 | 54 | 65 | 67 | | Gender Identification | M | F | F | M | F | M | M | M | M | F | F | M | | African American / Black | | | | • | | | | | | | | | | Asian / South Asian | | | | | | | | | | | | | | White / Caucasian | • | • | | | • | • | • | • | • | • | • | • | | Hispanic / Latino | | | • | | | | | | | | | | | Indigenous | | | | | | | | | | | | | | LGBTQ+ | | | | | | | | | | | | | | Veteran | | | | | | | | | | | | | | Disabled | | | | | | | | | | | | |

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    | HASI Proxy Statement 2025 | 11 |

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    IDENTIFICATION OF DIRECTOR CANDIDATES Identification of Director Candidates In accordance with our Corporate Governance Guidelines (the “Guidelines”) and its written charter, the NGCR Committee is responsible for identifying director candidates for our board of directors and for recommending director candidates to our board of directors for consideration as nominees to stand for election at our annual meetings of stockholders. Director candidates are recommended for nomination for election as directors in accordance with the procedures set forth in the written charter of the NGCR Committee. As noted above, we seek highly qualified director candidates from diverse business, professional and educational backgrounds who combine a broad spectrum of experience and expertise with a reputation for the highest personal and professional ethics, integrity, and values. The NGCR Committee periodically reviews the appropriate skills and characteristics required of our directors in the context of the current composition of our board of directors, our operating requirements and the long-term interests of our stockholders. In accordance with the Guidelines, directors should possess the highest personal and professional ethics, integrity, and values, exercise good business judgment, be committed to representing the long-term interests of the Company and our stockholders and have an inquisitive and objective perspective, practical wisdom, and mature judgment. The NGCR Committee reviews director candidates with the objective of assembling a slate of directors that can best fulfill and promote our goals, taking into consideration personal factors and professional characteristics of each potential candidate, and recommends director candidates based upon contributions they can make to our board of directors and management and their ability to represent our long-term interests and those of our stockholders and other stakeholders. The NGCR Committee evaluates the skill sets required for service on our board of directors and has developed a list of potential director candidates. If it is determined there is the need for additional or replacement board members, the NGCR Committee will assess potential director candidates included on the list as well as other appropriate potential director candidates based upon information it receives regarding such potential candidates or otherwise possesses, which assessment may be supplemented by additional inquiries. In conducting this assessment, the NGCR Committee considers knowledge, experience, skills, diversity, and such other factors as it deems appropriate in light of our current needs and those of our board of directors. The NGCR Committee may seek input on director candidates from other directors. The NGCR Committee does not solicit director nominations, but it may consider recommendations by stockholders using the same criteria that it uses to evaluate other nominees. The NGCR Committee may, in its sole discretion, engage one or more search firms or other consultants, experts or professionals to assist in, among other things, identifying director candidates or gathering information regarding the background and experience of director candidates. The NGCR Committee will have sole authority to approve any fees or terms of retention relating to these services. Our stockholders of record who comply with the advanced notice procedures set forth in our current Bylaws and outlined under the “Submission of Stockholder Proposals” section of this proxy statement may nominate candidates for election as directors. See “Submission of Stockholder Proposals” for information regarding providing timely notice of stockholder proposals under our Bylaws and the rules promulgated by the U.S. Securities and Exchange Commission (the “SEC”). Majority Vote Policy The Guidelines provide for a majority vote policy for the election of directors. Pursuant to this policy, in any uncontested election of directors, any nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall promptly tender his or her resignation to our board of directors following certification of the stockholder vote. The NGCR Committee shall promptly consider the resignation and make a recommendation to our board of directors with respect to the tendered resignation. In considering whether to accept or reject the tendered resignation, the NGCR Committee shall consider all factors it deems relevant, which may include the stated reasons, if any, why stockholders withheld votes from the director, any alternatives for curing the underlying cause of the withheld votes, the length of service and qualifications of the director, the director’s past and expected future contributions to the Company, the composition of our board of directors, and such other information and factors as members of the NGCR Committee shall determine are relevant. Our board of directors will act on the NGCR Committee’s recommendation no later than 90 days after the certification of the stockholder vote. Any director who tenders his or her resignation to our board of directors will not participate in the NGCR Committee’s consideration or board action regarding whether to accept such tendered resignation.

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    | 12 | HASI Proxy Statement 2025 |

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    VACANCIES We will promptly disclose our board of director’s decision whether to accept the resignation as tendered (providing a full explanation of the process by which the decision was reached and, if applicable, the reasons for rejecting the tendered resignation) in a press release, a filing with the SEC or in another broadly disseminated means of communication. Vacancies In accordance with our Charter and Bylaws, any vacancies occurring on our board of directors, including vacancies occurring as a result of the death, resignation, or removal of a director, or due to an increase in the size of our board of directors, may be filled only by the affirmative vote of a majority of the directors remaining in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is duly elected and qualifies. Voting on Director Nominees A plurality of all the votes cast on the proposal at the Annual Meeting at which a quorum is present is necessary to elect a director. Proxies solicited by our board of directors will be voted FOR each director nominee unless otherwise instructed. Because directors are elected by a plurality of the votes cast in the election of directors, and no additional nominations may be properly presented at the Annual Meeting, ‘withhold’ votes will have no effect on the election of directors. However, any director nominee who receives a greater number of ‘withhold’ votes from his or her election than ‘for’ is required to tender his or her resignation as described above under “--Majority Vote Policy." Abstentions and broker non-votes are not votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum. If the candidacy of any director nominee should, for any reason, be withdrawn prior to the Annual Meeting, the proxies will be voted by the proxy holders in favor of such substituted candidates (if any) as shall be nominated by our board of directors. Our board of directors has no reason to believe that any nominee will be unable or unwilling to serve as a director.

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    | HASI Proxy Statement 2025 | 13 |

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    Corporate Governance Philosophy Our corporate governance philosophy is based on maintaining a close alignment of our interests with those of our stockholders. Notable features of our current corporate governance structure include the following:

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    | Our Board of Directors | Our Charter, Bylaws and Policies | Our Stockholder Engagement | | •We separated the roles of chair and chief executive officer. •We have a majority vote policy for the election of directors. •Our board of directors is not staggered. •Ten of our twelve current directors are independent. •We have a Lead Independent Director. •Four directors qualify as an “audit committee financial experts” as defined by the SEC. •We have established a target retirement age of 75 for our directors. •The NGCR Committee oversees and directs our environmental, social and governance (“Sustainability and Impact”) strategies, activities, policies, and communications. | •Our stockholders have the concurrent right to amend our Bylaws. •Our directors and NEOs (as defined herein) are required to maintain certain levels of stock ownership in the Company ranging between three and six times their base salary or retainer, depending on position. •Our Statement of Corporate Policy Regarding Equity Transactions prohibits our directors and officers from hedging our equity securities, holding such securities in a margin account or pledging such securities as collateral for a loan. •Our Clawback Policy provides for the possible recoupment of performance or incentive-based compensation in the event of an accounting restatement due to material noncompliance by us with any financial reporting requirements under the securities laws (other than due to a change in applicable accounting methods, rules or interpretations). | •We have an active stockholder outreach program, including annually providing our stockholders the opportunity to vote on an advisory basis on the compensation of NEOs. |

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    In order to foster the highest standards of ethics and conduct in all business relationships, we have adopted a Code of Business Conduct and Ethics policy (the “Code of Conduct”). The Code of Conduct, which covers a wide range of business practices and procedures, applies to our officers, directors, employees, agents, representatives, and consultants. In addition, our whistleblowing policy (the “Whistleblower Policy”) sets forth procedures by which any Covered Persons (as defined in the Whistleblower Policy) may report, on a confidential basis, concerns relating to any questionable or unethical accounting, internal accounting controls or auditing matters, as well as any potential Code of Conduct or ethics violations. We review these policies on a periodic basis with our employees.

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    | 14 | HASI Proxy Statement 2025 |

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    Our board of directors is responsible for overseeing our affairs, and it conducts its business through meetings and actions taken by written consent in lieu of meetings. Pursuant to our Charter and Bylaws and the DGCL, our business and affairs are managed under the direction of our board of directors. Our board of directors has the responsibility for establishing broad corporate policies and for our overall performance and direction, but is not involved in our day-to-day operations, which are managed by our senior management team. Members of our board of directors keep informed of our business by participating in meetings of our board of directors and its committees, by reviewing analyses, reports and other materials provided to them, and through discussions with our president and chief executive officer and other executive officers and other employees of the Company. Our board of directors intends to hold at least four regularly scheduled meetings per year, generally one per calendar quarter, and additional special meetings as necessary. Board of Directors Leadership Structure Our board of directors has the flexibility to decide when the positions of chair and chief executive officer should be held by one person or separated, and whether an executive or an independent director should be chair. This allows our board of directors to choose the leadership structure that it believes will best serve the interests of our stockholders at any particular time. Currently, Mr. Eckel serves as the chair, and Mr. Lipson serves as our chief executive officer. In addition, our board of directors has an active Lead Independent Director, Teresa M. Brenner. Our board of directors believes that this leadership structure is best for the Company and its stockholders at this time. Our board of directors considered the actual board relationships and determined that there is actual and effective independent oversight of management by our supermajority independent board led by Ms. Brenner in her capacity as our Lead Independent Director. Ms. Brenner has served as our Lead Independent Director since 2019. Our board of directors believes that this board leadership structure, when combined with the functioning of the independent director component of our board of directors and our overall corporate governance structure, strikes an appropriate balance between strong and consistent leadership and independent oversight of our business and affairs.

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    | ROLE OF THE LEAD INDEPENDENT DIRECTOR | | | TERESA M. BRENNER | •Collaborate with the chair, chief executive officer and secretary to schedule meetings of our board of directors and to set meeting agenda •Ensure that matters of concern or interest to the independent directors are appropriately scheduled for discussion at board of directors meetings •Chair meetings in the absence of the chair •Organize and preside over meetings and executive sessions of the independent directors •Serve as the principal liaison between the independent directors and the chair or chief executive officer on matters where either person may be conflicted •Together with the full board of directors, evaluate the performances of the chief executive officer and chair and meet with each of the chief executive officer and chair to discuss such evaluations •Authorize the retention of outside advisors and consultants who report directly to our board of directors •Meet regularly with the chair as well as each director •Along with management, periodically meet with institutional and other investors |

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    | HASI Proxy Statement 2025 | 15 |

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    Director Independence, Executive Sessions, and Independent Oversight The Guidelines provide that a majority of the directors serving on our board of directors must be independent as required by NYSE listing standards. In addition, as permitted under the DGCL, our board of directors has adopted certain independence standards (the “Independence Standards”) to assist it in making determinations with respect to the independence of directors. The Independence Standards are available for viewing on our website at www.hasi.com. Based upon its review of all relevant facts and circumstances, our board of directors has affirmatively determined that ten of our twelve current directors—Lizabeth Ardisana, Clarence Armbrister, Teresa Brenner, Nancy Floyd, Charles O’Neil, Richard Osborne, Steven Osgood, Kimberly Reed, Laura Schulte and Barry Welch —qualify as independent directors under the NYSE listing standards and the Independence Standards. There is no familial relationship, as defined under the SEC regulations, among any of our directors or executive officers. The independent directors serving on our board of directors meet in executive sessions at least four times per year at regularly scheduled meetings of our board of directors and are active in the oversight of the Company. These executive sessions of our board of directors are presided over by our Lead Independent Director, Ms. Brenner. The independent directors oversee such critical matters as the integrity of our financial statements, the evaluation and compensation of executive officers and the selection and evaluation of directors. Each independent director has the ability to add items to the agenda of our board of directors meetings or raise subjects for discussion that are not on the agenda for that meeting.

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    | 16 | HASI Proxy Statement 2025 |

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    Committees Our board of directors has four standing committees: the Audit Committee, the Compensation Committee, the Nominating, Governance and Corporate Responsibility Committee and the Finance and Risk Committee. Our committees are comprised solely of independent directors.

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    | | Primary Responsibilities •Engaging our independent registered public accounting firm. •Reviewing with the independent registered public accounting firm the plans and results of the audit engagement. •Approving professional services provided by the independent registered public accounting firm. •Reviewing the independence of the independent registered public accounting firm. •Considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. •Overseeing: •our and our subsidiaries’ corporate accounting and reporting practices, •the quality and integrity of our consolidated financial statements, •our compliance with applicable legal and regulatory requirements, •the performance, qualifications, and independence of our external auditors, and •the staffing, scope of work, performance, budget, responsibilities and qualifications of our internal audit function, including the engagement of outside advisors to assist our internal audit function. •Reviewing our policies with respect to risk assessment and risk management, which responsibility is shared with the Finance and Risk Committee. •Reviewing, with management and external auditors, our unaudited interim and audited annual financial statements as well as approving the filing of our financial statements. •Meeting with officers responsible for certifying our annual report on Form 10-K or any quarterly report on Form 10-Q prior to any such certification and reviewing with such officers any disclosures related to any significant deficiencies or material weaknesses in the design or operation of internal controls. •Periodically discussing with our external auditors such auditors’ judgments about the quality, not just the acceptability, of our accounting principles as applied in our consolidated financial statements. The specific responsibilities of the Audit Committee are set forth in its written charter, which is available for viewing on our website at www.hasi.com. Independence Our board of directors has determined that all of the members of the Audit Committee are independent as required by the NYSE listing standards, SEC rules governing the qualifications of Audit Committee members, the Guidelines, the Independence Standards and the written charter of the Audit Committee. Financial Expertise and Literacy Our board of directors has also determined, based upon its qualitative assessment of their relevant levels of knowledge and business experience, that Mr. Osgood, Ms. Floyd and Mr. Osborne each qualify as an “audit committee financial expert” for purposes of, and as defined by, the SEC rules and each has the requisite accounting or related financial management expertise required by NYSE listing standards. In addition, our board of directors has determined that all of the members of the Audit Committee are financially literate as required by the NYSE listing standards. Report The Audit Committee Report is set forth beginning on page 35 of this proxy statement. | | Audit Committee Current Members Steven G. Osgood (Chair) Lizabeth A. Ardisana Nancy C. Floyd Richard J. Osborne Laura A. Schulte Barry E. Welch | |

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    | HASI Proxy Statement 2025 | 17 |

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    | | Primary Responsibilities •Overseeing the approval, administration and evaluation of our compensation plans, policies and programs. •Reviewing the compensation of our directors and executive officers. •Overseeing regulatory compliance with respect to compensation matters. •Reviewing and approving and, when appropriate, recommending to our board of directors for approval, any employment agreements and any severance arrangements or plans for our executive officers. •Evaluating its relationship with any compensation consultant for any conflicts of interest and assessing the independence of any compensation consultant, legal counsel or other advisors. •Coordinating with the NGCR Committee to assist our board of directors in its oversight of the Company’s practices as they relate to the Company’s human capital management with respect to the Company’s compensation plans (e.g., retention, talent management, and pay equity practices). •Adopting, amending and overseeing the Company’s policies regarding the recoupment of compensation paid to executives or employees, if an as the Compensation Committee deems appropriate or as required by law or the rules of the New York Stock Exchange (the “NYSE”). The specific responsibilities of the Compensation Committee are set forth in its written charter, which is available for viewing on our website at www.hasi.com. Independence Our board of directors has determined that each of the members of the Compensation Committee is independent as required by the NYSE listing standards, SEC rules, the Guidelines, the Independence Standards and the written charter of the Compensation Committee. Compensation Consultant Since 2018, the Compensation Committee has engaged Pay Governance LLC (“Pay Governance”), a compensation consulting firm, to assist the Compensation Committee on the setting of certain annual bonus targets for our NEOs. In July 2019, the Compensation Committee also engaged Pay Governance to provide analysis and recommendations regarding (1) base salaries, annual bonuses and long-term incentive compensation for our executive management team, and (2) the director compensation program for non-employee members of our board of directors. Pay Governance reports directly to the Compensation Committee and the Compensation Committee has determined that Pay Governance is independent pursuant to the Compensation Committee charter. Compensation Committee Interlocks and Insider Participation The Compensation Committee is comprised solely of independent directors. No member of the Compensation Committee is a current or former officer or employee of ours or any of our subsidiaries. Other than Mr. Lipson’s service both as an executive officer and as a member of our board of directors, none of our executive officers serves as a member of the board of directors or compensation committee of any company that has one or more of its executive officers serving as a member of our board of directors or the Compensation Committee. Report The Compensation Committee Report is set forth beginning on page 55 of this Proxy Statement. | | Compensation Committee Current Members Richard J. Osborne (Chair) Lizabeth A. Ardisana Teresa M. Brenner Steven G. Osgood Laura A. Schulte | |

  75. GAAP-based and Adjusted ROE(2)

    GAAP-based and Adjusted ROE(2)

  76. GAAP-based and Adjusted ROE(2)

    | • | GAAP ROE | • | Adjusted ROE |

  77. GAAP-based and Adjusted ROE(2)

    (1)Adjusted EPS is not a financial measure calculated in accordance with GAAP. A reconciliation of 2024 Adjusted Earnings to GAAP net income is located on page 51 of our Form 10-K for the year ended December 31, 2024. We refer to this metric as “Adjusted Earnings.” In accordance with our investment policy, we will only invest in assets that are negative on incremental carbon emissions or have some other tangible environmental benefit such as reducing water consumption. As a result, our Adjusted Earnings and other performance metrics that are based on Adjusted Earnings are linked to the positive contributions we make to the environment. We believe that Adjusted Earnings has been a meaningful indicator of our economic performance and is useful to our investors as well as management in evaluating our performance as it relates to expected dividend payments over time. Additionally, we believe that our investors also use Adjusted Earnings, or a comparable supplemental performance measure, to evaluate and compare our performance to that of our peers, and as such, we believe that the Adjusted Earnings metric is useful to our investors. (2)Adjusted ROE is not a financial measure calculated in accordance with GAAP. It is calculated as annual Adjusted Earnings as described above divided by the average of our GAAP stockholders’ equity as of the last day of the four quarters during the year. GAAP stockholders’ equity as of December 31, 2024 and December 31, 2023, are located on page 68 of our Form 10-K for the year ended December 31, 2024. GAAP stockholders’ equity as of December 31, 2022 and December 31, 2021, are located on page 81 of our Form 10-K for the year ended December 31, 2022. GAAP stockholders’ equity as of December 31, 2020 is located on page 85 of our Form 10-K for the year ended December 31, 2020. GAAP stockholders’ equity as of March 31, June 30, and September 30 for all years presented above are located on page 1 of the respective quarter’s Form 10-Q. We refer to this metric as “Adjusted ROE.”

  78. GAAP-based and Adjusted ROE(2)

    | 38 | HASI Proxy Statement 2025 |

  79. GAAP-based and Adjusted ROE(2)

    ADVISORY RESOLUTION In addition, during 2024, we achieved the following milestones that we believe position us for future success: •Delivered $2.45 Adjusted EPS on a fully diluted basis in 2024, compared to $2.23 Adjusted EPS in 2023, representing 10% year-on-year growth. GAAP EPS on a fully diluted basis in 2024 was $1.62, and in 2023 was $1.42. •Grew our portfolio 6% in 2024 to $6.6 billion and Managed Assets 11% to $13.7 billion as of the end of 2024. •Reported GAAP-based Net Investment Income (“NII”) of $24 million in 2024, compared to $58 million in 2023. •Increased Adjusted NII2 in 2024 by 22% year-on-year to $264 million, compared to $217 million in 2023. •Closed $2.3 billion of investments in 2024, compared to $2.3 billion in 2023. •Reported pipeline of greater than $5.5 billion as of the end of 2024, compared to greater than $5.0 billion as of the end of 2023. •Increased dividend to $0.42 per share for the first quarter of 2025, representing a 1% increase over the dividend declared in the fourth quarter of 2024. •Estimated more than 856,000 metric tons of carbon emissions will be avoided annually by our transactions closed in 2024, equating to a CarbonCount® score of 0.38 metric tons per $1,000 invested. Higher recurring GAAP-based and Adjusted NII due to significant origination volumes, including growth in FTN market, and continued strength in gain-on-sale and other fee income contributed to another successful year. The Company demonstrated resiliency by further diversifying funding sources, portfolio of investments with improving asset yields and maintaining liquidity in a challenging market environment. As a result, Adjusted EPS and Adjusted ROE exceeded our predetermined target, which entitled the NEOs to receive 200% of their target corporate performance bonus amounts, which was 90% of NEO incentive compensation. It was also determined, based on Compensation Committee evaluation after input from the CEO, that the NEOs had performed at or above expected levels on their individual performance measures, which comprised the remaining 10% of such NEO incentive compensation. The calculated corporate performance combined with individual performance resulted in the NEOs receiving an average of 190% of their target incentive compensation, an increase from approximately 153% from 2023. Overall, we believe these 2024 results provide us a solid foundation to achieve longer-term future success. Our compensation decisions for 2024 have considered the challenges faced and results achieved by our management team in 2024. Our 2024 results would not have been achieved without the leadership and efforts of the NEOs, and the results had a direct impact on the compensation decisions. When it made its decisions about compensation to be paid in 2025 for 2024 performance, the Compensation Committee recognized the 2024 results and achievements noted above, the performance of the Company and the NEOs, the performance of the Company as compared to other companies in our peer group and the contributions and accomplishments of our NEOs to our continuing profitability. See “Executive Compensation—Compensation, Discussion and Analysis” for additional details related to our compensation policies and practices and the achievement of our performance goals. (2) See Item 7 to our Form 10-K, filed on February 14, 2025 with the SEC, for an explanation of Adjusted NII, including reconciliations to the relevant GAAP measures.

  80. GAAP-based and Adjusted ROE(2)

    | HASI Proxy Statement 2025 | 39 |

  81. GAAP-based and Adjusted ROE(2)

    Advisory Resolution We are requesting your non-binding vote on the following resolution: “RESOLVED, that our stockholders approve, on an advisory basis, the compensation of the Named Executive Officers as described in the proxy statement for the 2025 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and narrative disclosures.” Because your vote is advisory, it will not be binding upon us or our board of directors. However, the Compensation Committee, which is responsible for designing and administering our executive compensation programs, values your opinion and will take into account the outcome of the vote when considering future executive compensation arrangements. Required Vote If a quorum is present, the affirmative vote of a majority of all the votes cast on this proposal at the Annual Meeting is required to approve, on an advisory basis, the resolution approving the compensation of our Named Executive Officers. Abstentions and broker non-votes are not votes cast and will have no effect on the result of the vote.

  82. GAAP-based and Adjusted ROE(2)

    | | Our board of directors recommends a vote FOR approval of the non-binding advisory resolution approving the compensation of our Named Executive Officers as described in the Compensation Discussion and Analysis, the compensation tables and other narrative disclosures in this proxy statement. |

  83. GAAP-based and Adjusted ROE(2)

    | 40 | HASI Proxy Statement 2025 |

  84. GAAP-based and Adjusted ROE(2)

    Information About Our Named Executive Officers Our Named Executive Officers and their ages as of April 7, 2025 are as follows:

  85. GAAP-based and Adjusted ROE(2)

    | Name | Age | | Jeffrey A. Lipson | 57 | | Marc T. Pangburn(1) | 39 | | Jeffrey W. Eckel(1) | 66 | | Susan D. Nickey | 64 | | Nathaniel J. Rose(1) | 47 |

  86. GAAP-based and Adjusted ROE(2)

    (1)Until March 1, 2025, Mr. Eckel was employed by the Company as executive chair. On March 1, 2025, Mr. Eckel transitioned to the role of chair and his term of employment ended. As of March 1, 2025, Mr. Pangburn transitioned from chief financial officer to chief revenue and strategy officer and Mr. Charles W. Melko became our chief financial officer. As of March 1, 2025, at his own request, Mr. Rose transitioned to senior managing director of investments and is no longer an executive officer of the Company. Biographical information with respect to Messrs. Eckel and Lipson is set forth above under “Election of Directors—Information About the Director Nominees.” Marc T. Pangburn, 39, has served as an executive vice president and our chief financial officer since 2023, and prior to that served as a co-chief investment officer from 2021 to 2023. Mr. Pangburn joined the Company in 2013 and previously served as a managing director until 2021. Prior to joining the Company, Mr. Pangburn worked at MP2 Capital, a solar development and financing company, where he was responsible for structuring the firm’s transactions, and worked in the private capital group at New York Life Investments, focusing on utilities, energy and infrastructure debt and equity investments. Mr. Pangburn is a member of the President’s Council at Ceres, a non-profit sustainability advocacy organization. Mr. Pangburn received his Bachelor of Arts degree in economics from Drew University. Susan D. Nickey, 64, has served as an executive vice president and our chief client officer since 2021. Ms. Nickey previously served as a managing director from 2014 to 2021. Ms. Nickey is responsible for leading business development and managing client relationships. Ms. Nickey currently serves as chair on the board of directors of the American Clean Power Association. Previously, she founded and served as CEO of Threshold Power. Ms. Nickey received a Bachelor of Business Administration from the University of Notre Dame and a Master of Science in Foreign Service from Georgetown University. Nathaniel J. Rose, CFA, 47, has served as executive vice president since 2015 and as a chief investment officer beginning in 2017 and also from 2013 to 2015. Previously, Mr. Rose served as our chief operating officer from 2015 to 2017 and has been with the Company and its predecessor since 2000. Mr. Rose has been involved with a vast majority of our transactions since 2000. Mr. Rose received a joint Bachelor of Science and Bachelor of Arts degree from the University of Richmond in 2000 and a Master of Business Administration degree from the Darden School of Business Administration at the University of Virginia in 2009. Mr. Rose is a CFA charter holder and has passed the CPA examination. He holds Series 63 and 79 securities licenses.

  87. GAAP-based and Adjusted ROE(2)

    | HASI Proxy Statement 2025 | 41 |

  88. GAAP-based and Adjusted ROE(2)

    Compensation Discussion and Analysis This Compensation Discussion and Analysis (“CD&A”) describes the executive compensation program that was in place for 2024 for our NEOs, which include our “chief executive officer” or “CEO,” our “CFO,” and our next three most highly compensated executive officers. This CD&A explains the overall objectives, elements and policies underlying our NEO compensation program for 2024. In general, our 2024 compensation consisted of a base salary, an annual bonus paid in cash and stock awards that were granted based on our 2024 performance and the 2024 long-term equity incentive program. We also provide some forward-looking detail about our current NEOs’ 2025 base salaries that were adjusted to be effective March 2025 and annual bonus opportunities to be paid (if earned) in cash and/or stock based on our 2025 performance. This discussion contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Executive Summary We are an investor in sustainable infrastructure assets advancing the energy transition. Our investments are diversified across multiple asset classes, including utility-scale solar, onshore wind, and storage, distributed solar and storage, RNG, and energy efficiency. We combine deep expertise in energy markets and financial structuring with long-standing programmatic client partnerships to deliver superior risk-adjusted returns and measurable environmental benefits. We are internally managed by an executive leadership team that has extensive relevant industry knowledge and experience, and a team of over 150 investment, operating, and technical professionals. We have long-standing, programmatic relationships with some of the leading U.S. clean energy project developers, owners and operators, utilities, and energy service companies, which provide recurring investment and fee-generating opportunities, while also enabling scale benefits and operational and transactional efficiencies. Partnering with these clients, we are able to earn attractive risk-adjusted returns by investing in a variety of asset classes across our three primary climate solutions markets: behind-the-meter, grid-connected, and fuel, transport, and nature. Our primary objective is to earn attractive risk-adjusted returns that sufficiently exceed our cost of capital. We believe we are able to generate superior risk-adjusted returns in part due to our adherence to a core set of investment criteria. One of the defining criteria of our investment strategy is that all of our investments must be neutral to negative on incremental carbon emissions or have some other tangible environmental benefit such as reducing water consumption or increasing resilience to extreme weather events. In addition, we are focused primarily on investments which are (a) income-generating sustainable infrastructure assets, (b) supported by underlying, long-term recurring cash flows, (c) contracted with creditworthy, incentivized off-takers, (d) rely upon proven commercial technologies, and (e) originated by programmatic clients. We believe that our long history of climate solutions investing, the experience, expertise and relationships of our management team, the anticipated credit strength of the obligors or investees involved in our investments and the size and growth potential of our market, position us well to capitalize on our strategy.

  89. GAAP-based and Adjusted ROE(2)

    | 42 | HASI Proxy Statement 2025 |

  90. GAAP-based and Adjusted ROE(2)

    EXECUTIVE SUMMARY Executive Compensation Program Objectives The Compensation Committee is responsible for establishing and administering our policies that relate to the compensation of our NEOs. We are committed to providing an executive compensation program that encourages and rewards strong financial and operational performance and supports the following goals and philosophies: •aligning our leadership team’s interests with those of our stockholders, including our continued investment in solutions that advance the energy transition, reduce carbon emissions, and increase resilience to climate change; •motivating and rewarding our leadership team for executing our operational plans with a focus on sustainable long-term growth in a manner that is consistent with appropriate risk-taking based on sound corporate governance practices; and •attracting and retaining an experienced and effective leadership team while also maintaining an appropriate expense structure. Structure of Our Executive Compensation Program As discussed in more detail in this CD&A, our executive compensation program is comprised of the following primary compensation elements: •base salary, which is an element of compensation set at levels that are commensurate with our NEOs’ positions and that provides fixed pay to attract and retain our NEOs, taking into account our budgeted operating expenses; •incentive compensation (annual bonus) that is payable after the performance period has been completed in cash or in equity that vests over time; and •long-term equity incentive program comprised of awards subject to both time-based and performance-based vesting that are designed to meet both our long-term growth and retention objectives. Pay Mix In determining the mix of compensation among these elements, attention is given to the elements and the mix of pay as well as ensuring that employees’ awards align with stockholders’ value. As illustrated below, the Compensation Committee continued to structure executive compensation in 2024 so that a significant portion of the target total direct compensation (TDC) of our CEO and the other NEOs was “at-risk” performance-based compensation, with the actual value realized subject to the achievement of short-term or long-term corporate and financial performance goals. For 2024, approximately 59% of Mr. Lipson’s target TDC, and an average of 54% of our other NEO’s target TDC, was structured as “at-risk” performance-based compensation, as illustrated below:

  91. Average Non-CEO FY 2024 Target TDC Mix

    The Compensation Committee believes having a significant portion of variable or equity-based compensation achieves our goals of encouraging high performance, promoting accountability, retaining skilled and diverse leadership and motivating our executives to achieve our business objectives and aligning their interests with those of our stockholders. Our Pay for Performance Alignment The Committee reviews realizable pay versus TSR annually relative to our peer group as an effective way to evaluate the pay and performance relationship. The following graph provides a historical view of realizable pay-for-performance alignment for our CEO against the Company's July 2024 peer group for the period of 2021-2023. Findings from our analysis indicate strong alignment between our CEO realizable pay and TSR rankings, reflecting competitive total pay levels, rigorous performance standards, and performance measures that are aligned with the key drivers of stockholder value. Our relative TSR performance is at the 37th percentile and CEO realizable pay3 is at the 38th percentile of the peer group.

  92. Three-Year CEO TDC Realizable Percent Rank

    Three-Year CEO TDC Realizable Percent Rank A significant portion of our NEOs' compensation is tied to company performance over three-year performance cycles. The long-term equity incentives granted are only eligible to be earned if the Company achieves rigorous relative TSR, absolute TSR, and/or cumulative adjusted earnings per share (“Cumulative Adjusted EPS”) goals. The details of our long-term incentive programs are further detailed below. The earned value of all long-term incentive equity awards will depend on the portion, if any, earned and the Company's share price. Based on estimates as of December 31, 2024, 2023 performance-based LTIP units are currently tracking below target and 2024 performance-based LTIP units are currently tracking above target. The graph below illustrates the target compensation and realizable pay of our former CEO, Mr. Eckel, for 2022 and for our current CEO, Mr. Lipson, for 2023 and 2024.

  93. CEO Compensation: Target vs. Realizable Value

    CEO Compensation: Target vs. Realizable Value (3) Total realizable pay for our CEO and the peer group CEOs is defined as the sum of the following components: actual base salary, actual short-term incentive payouts, and long-term incentive awards granted over the preceding three-year period comprised of time-based restricted shares/units and in-the-money stock options valued using closing share prices at the end of the period and performance-based awards valued assuming either actual performance or estimated performance-to-date and closing share prices at the end of the period.

  94. CEO 3-Year Aggregate Compensation: Target vs. Realizable Value

    | WHAT WE DO: | WHAT WE DO NOT DO: | | Structure compensation with a target that is predominantly variable based on company and stock performance | Provide Section 280G gross-up payments | | Align short-term and long-term executive incentive plan targets with business goals and stockholder interests | Reward executives for taking excessive, inappropriate, or unnecessary risks | | Retain an independent compensation consultant to advise the Compensation Committee | Utilize an equity incentive plan that allows repricing of stock options without prior stockholder approval | | Maintain a comprehensive “clawback” policy that applies to our NEOs | Provide multi-year guaranteed salary increases or non-performance-based bonus arrangements | | Use multi-year performance metrics that compare our performance to external benchmarks | Rely exclusively on any single metric such as total stockholder return as our only performance metric | | Maintain a best-practices insider trading policy | Provide incentive awards for below-threshold performance | | Review and consider total compensation for each NEO against a peer group (as defined below) | Provide excessive executive perquisites | | Maintain a best-practices stock ownership guidelines for NEOs and Directors | Utilize an equity incentive plan that provides for equity awards subject to a minimum vesting period of less than one year | | Re-evaluate and update the composition of our peer group periodically, particularly in light of our significant growth and recent change in business structure | Permit hedging, and pledging and margin accounts related to our Common Stock | | Provide minimum thresholds for vesting of performance-based equity awards | Incorporate single trigger vesting for cash compensation under our NEO employment agreements |

  95. CEO 3-Year Aggregate Compensation: Target vs. Realizable Value

    to the Compensation Committee regarding the setting of certain annual bonus targets for our NEOs. Starting in 2019, the Compensation Committee has engaged Pay Governance to provide advice regarding the executive compensation program for our senior management team and board of directors, including analysis and recommendations regarding (1) base salaries, annual bonuses, including the mix of cash and equity, and long-term incentive compensation for our executive management team, (2) the director compensation program for independent members of our board of directors, and (3) other matters as requested by the Compensation Committee. Executive Compensation Program Peer Group Criteria and Composition As part of the annual review of compensation payable to each of our NEOs, the Compensation Committee typically considers the compensation practices and levels at other companies that it deems generally comparable in structure and strategy. We sometimes refer to this group as our “peer group” for purposes of determining compensation. In preparation for our board of directors’ potential approval of the revocation of our REIT status effective January 1, 2024, and to assist the Compensation Committee in its selection of a peer group against which to compare existing and proposed executive compensation levels for 2024, in July 2023, Pay Governance used several quantitative and qualitative criteria, including the primary selection and refinement criteria listed below, to review existing and potential peer group companies in support of the Compensation Committee’s desire to rebalance the peer set to de-emphasize the number of REITs in the group while also making refinements to better reflect the diverse nature of the Company’s business. The Compensation Committee also expressed a desire to increase the overall size of the peer group in order for it to be (i) a sufficiently large sample size to ensure robust findings and accommodate changes in composition over time due to M&A activity and changes in size, (ii) of a composition which better reflected the unique nature of the Company’s business, and (iii) relevant in terms of the Company’s implied market capitalization, which has historically been the primary scoping criteria used by the Company for its peer group. In contrast to revenue, market capitalization is the most relevant indicator of size and how investors view the Company relative to competitors, followed by total managed assets in relevance. Revenue does not accurately reflect the complexity and scope of our business operations within our industry and for other companies in adjacent industries with similar business models. It also does not capture the profits earned from our equity method investments that are not included in our stated total revenue per GAAP reporting requirements.4 Accordingly, the Compensation Committee removed four REITs from the peer group utilized by the Compensation Committee in setting 2023 compensation and added seven new companies that included asset managers, renewables equipment suppliers, and energy services/efficiency companies, which met the applicable criteria and would position the Company towards the median for market cap. As a result, the executive compensation set by the Compensation Committee for 2024 was based on an updated peer group of 18 companies that included asset managers, renewables equipment suppliers, energy services and efficiency companies and internally managed mortgage REITs, with median market capitalization of $3.0 billion, as compared to our market capitalization at the same time of approximately $2.6 billion. For 2025, based on a July 2024 Pay Governance peer group report, the Compensation Committee determined that no changes to the peer group were needed. The Company based its consideration of any 2025 NEO compensation adjustments on an October 2024 Pay Governance benchmark report, which compared the Company’s executive compensation against the same companies utilized as the 2024 peer group but for the removal of SunPower Corporation, which was delisted after declaring bankruptcy in August 2024, with median market capitalization of $2.8 billion, as compared to our market capitalization at the same time of approximately $3.4 billion. (4) For example, for the year ending December 31, 2024, the Company’s total revenue was $383,595,000, which did not include income from our equity method investments of $247,878,000.

  96. CEO 3-Year Aggregate Compensation: Target vs. Realizable Value

    | July 2022 Peer Group | | Arbor Realty Trust, Inc. | | First Solar, Inc. | | Hercules Capital, Inc. | | Iron Mountain, Incorporated | | Ladder Capital Corp. | | Main Street Capital Corporation | | New York Mortgage Trust, Inc | | Plug Power Inc. | | Redwood Trust, Inc. | | Safehold, Inc. | | SunPower Corporation | | Sunrun Inc. | | TPI Composites, Inc. | | Uniti Group Inc. | | Walker & Dunlop, Inc. |

  97. CEO 3-Year Aggregate Compensation: Target vs. Realizable Value

    | July 2023 and July 2024 Peer Group | | Arbor Realty Trust, Inc. | | Affiliated Managers Group, Inc. | | Ameresco, Inc. | | Array Technologies, Inc. | | Artisan Partners Asset Management Inc. | | Enphase Energy, Inc. | | First Solar, Inc. | | Hercules Capital, Inc. | | Ladder Capital Corp | | Main Street Capital Corporation | | Plug Power Inc. | | Safehold Inc. | | Shoals Technologies Group, Inc. | | Sunrun Inc. | | Sunnova Energy International Inc. | | SunPower Corporation | | TPI Composites, Inc. | | Walker & Dunlop, Inc. |

  98. CEO 3-Year Aggregate Compensation: Target vs. Realizable Value

    In reviewing the analysis provided by Pay Governance regarding the 2024 Peer Group, the Compensation Committee noted that HASI was slightly below the median of the peer group for the market capitalization criterion (42%) and was significantly above the median of the peer group for the total managed assets criterion (89%). The Compensation Committee believed that this represented a reasonable and appropriate balance among the key quantitative criteria, particularly given its view that market capitalization and total assets managed have the highest relevance in selecting peer companies for purposes of comparing compensation and the lack of peers available that meet all criteria as a result of the Company’s relatively unique position in the market. Although considered as part of our overall screening criteria, focusing solely on revenue would result in a group of peers that neither compete with us for executive talent nor are relevant to our investors. None of the companies in our peer group were selected by virtue of revenue size alone. We do not have a policy of targeting compensation for our NEOs to any specific level within the range of total compensation paid by our peer group (i.e., median, upper or lower); rather, we have attempted to structure our executive compensation program and to compensate our NEOs in a manner that is both adequately competitive to retain their services and rewards their performance, hard work and dedication, but is also consistent with our needs to maintain an appropriate expense structure.

  99. CEO 3-Year Aggregate Compensation: Target vs. Realizable Value

    | Compensation Element | Objective | Key Features | | Base Salary (Cash) | •Provides a fixed element of compensation commensurate with each NEO’s position and responsibility. | •Adjustments are generally considered annually based on individual performance, level of pay relative to the market and our peer group, internal pay equity, and retention. | | Annual Incentive Compensation (Cash and Equity) | •Provides an annual incentive or bonus based upon our overall corporate and individual performance as well as objective and subjective performance criteria that are aligned with the strategic direction of the Company. | •Compensation Committee approves the overall corporate and individual performance measures as well as objective and subjective performance criteria on an annual basis. •Compensation Committee determines allocation between cash and equity on an annual basis, as well as the vesting criteria of the annual equity awards. | | Long-term Incentive Program (Equity) | •Provides equity-based incentives that contain multi-year vesting and/or performance criteria in order to further our retention objectives and align the interests of our NEOs with those of our stockholders over a longer time period. | •Compensation Committee determines allocation between time-based and performance-based awards. •Compensation Committee determines the performance targets and vesting criteria. | | Health, Welfare, and Other Benefits | •Offers all eligible employees a competitive benefits package, which includes health and welfare benefits such as 401(k), medical, dental, disability insurance, and life insurance benefits. | •The plans under which these benefits are offered do not discriminate in scope, terms or operation in favor of officers and are available to all eligible employees. | | Perquisites and Other Benefits | •Other than life insurance and disability benefits provided to Mr. Eckel as described below and, beginning in 2023, Mr. Lipson, we do not provide any perquisites and do not intend to provide perquisites exceeding $15,000 in the aggregate to our NEOs because we believe that we can provide better incentives for desired performance with compensation in the forms described above. | •N/A |

  100. CEO 3-Year Aggregate Compensation: Target vs. Realizable Value

    The determination to increase base salaries in 2024 for certain of our NEOs was driven by the performance of our NEOs and our desire to establish a base salary that is competitive in the market. As of March 1, 2023, Mr. Eckel transitioned to the role of executive chair, Mr. Lipson became our chief executive officer and president and Mr. Pangburn became our CFO. 2023 salaries for Messrs. Eckel, Lipson and Pangburn reflect their new roles. In 2024, the employment agreements of Messrs. Eckel and Santoroski were amended; however, the amendments did not impact their base salaries. On March 1, 2025, Mr. Eckel transitioned to the role of chair and his term of employment ended; Mr. Pangburn transitioned from his role as CFO to our chief revenue and strategy officer; and Mr. Rose transitioned to the role of Senior Managing Director and is no longer an executive officer of the Company. The 2025 salary for Messrs. Pangburn and Rose reflect their new roles. Annual Incentive Compensation or Bonuses Annual incentive compensation, in the form of cash incentive compensation and equity incentive awards subject to time-based vesting conditions, is available to each of the NEOs under our executive compensation program, with the Compensation Committee determining the allocation between cash and equity. Incentive compensation serves as a means of linking annual compensation both to our overall performance and to objective and subjective performance criteria that are aligned with the Company’s strategic direction. We provided our NEOs with the opportunity to earn annual incentive compensation for achieving corporate financial and non-financial goals for performance in 2024. These bonus awards, which provide for no minimum award or guaranteed payment, are comprised of two parts: a quantitative component and a qualitative component. The following chart summarizes the target bonus percentage and actual awarded bonus percentages for 2024 calculated as a percentage of the base salary at the end of the respective year.

  101. CEO 3-Year Aggregate Compensation: Target vs. Realizable Value

    | Name | 2024 Target Bonus (%) | 2024 Actual Bonus (%) | | Jeffrey A. Lipson | 175 | 333 | | Marc T. Pangburn | 150 | 293 | | Jeffrey W. Eckel | 237 | 450 | | Susan D. Nickey | 140 | 266 | | Nathaniel J. Rose | 150 | 285 |

  102. CEO 3-Year Aggregate Compensation: Target vs. Realizable Value

    The target bonus percentage for 2025 for Mr. Lipson is unchanged from 2024. The target bonus percentage for 2025 for Mr. Pangburn and Ms. Nickey is 160%.

  103. CEO 3-Year Aggregate Compensation: Target vs. Realizable Value

    | Corporate Performance Objectives | Weighting | Quantitative Company Performance Hurdle(1) | Payout as a % of Target Upon Achievement of Hurdle(1) | Actual Performance | | 2024 Adjusted Earnings / share | 75% | $2.23 - $2.34 | 50% | | | | | $2.34 | 100% | $2.45 | | | | $2.34 - $2.45 | 200% | | | 2024 Adjusted ROE | 25% | 9.5% – 10.0% | 50% | | | | | 10.0% | 100% | 12.5% | | | | 10.0% – 11.0% | 200% | |

  104. CEO 3-Year Aggregate Compensation: Target vs. Realizable Value

    | Name | Total Incentive Compensation Earned in 2024 ($) | % of Incentive Compensation Paid in Cash | % of Incentive Compensation Paid in LTIP Units or Restricted Stock | | Jeffrey A. Lipson | 2,576,875 | 100 | — | | Marc T. Pangburn | 1,316,250 | 100 | — | | Jeffrey W. Eckel | 1,857,497 | 13 | 87 | | Susan D. Nickey | 1,170,400 | 100 | — | | Nathaniel J. Rose | 1,197,000 | 100 | — |

  105. CEO 3-Year Aggregate Compensation: Target vs. Realizable Value

    Long-Term Incentive Program Granted in 2024 NEOs are eligible to participate in a long-term equity incentive program that is based upon our desire to (i) increase the executive’s ownership stake in the Company and better align the executive’s long-term interests with those of our stockholders, (ii) tie total incentive compensation (including equity incentive awards) to specified quantitative performance measures, (iii) increase the amount of non-cash, equity incentive compensation earned by our NEOs as a percentage of their total compensation, and (iv) provide our NEOs with a competitive balance of current cash compensation and equity compensation subject to time-based and performance-based vesting conditions that increases the executive’s incentive to remain with the Company over the longer-term. To address the goal of aligning the interests of our NEOs with those of our stockholders, the Compensation Committee allocated 50% of the award to each of our NEOs in the form of either restricted stock units (“RSUs”) or, at the election of our NEOs, performance-based LTIP units that, upon conversion, may become Restricted Limited Partnership Units (“OP units”). Performance-based LTIP units vest only upon achievement of specified performance metrics. These performance awards subject our NEOs to the downside risk of a decrease in the value of their compensation if the returns to our stockholders do not match the returns of the index against which our returns are being measured (“Relative TSR”) or we do not achieve a specified Cumulative Adjusted EPS target. In addition, LTIP units are a special kind of partnership interest that have no value if there is not a positive partnership revaluation event, as defined by the U.S. Internal Revenue Service. Both Relative TSR and Cumulative Adjusted EPS goals are measured on an approximate three-year basis or such shorter period upon the occurrence of a change of control. The number of performance awards that may be earned ranges from 50% of target for threshold performance achievement, and 200% of target for outperformance achievement. Under the Relative TSR component, target units are earned only if our

  106. CEO 3-Year Aggregate Compensation: Target vs. Realizable Value

    | Name | 2024 Performance Based Award LTIP Units(1) | 2024 Time Based Award LTIP Units(2) | Total Value of 2024 Award ($)(3) | | Jeffrey A. Lipson | 172,000 | 86,000 | 5,030,570 | | Marc T. Pangburn | 49,000 | 24,500 | 1,433,128 | | Jeffrey W. Eckel | 60,000 | 30,000 | 1,754,850 | | Susan D. Nickey | 40,000 | 20,000 | 1,169,900 | | Nathaniel J. Rose | 42,000 | 21,000 | 1,228,395 |

  107. CEO 3-Year Aggregate Compensation: Target vs. Realizable Value

    | Total Stockholder Return Metrics | Threshold 50% | Target 100% | Outperform 200% | | Cumulative Adjusted EPS | $6.69 | $7.38 | $8.12 | | Relative TSR | 30.0% | 55.0% | 80.0% |

  108. CEO 3-Year Aggregate Compensation: Target vs. Realizable Value

    (2)Represents time-based LTIP units that vest in three equal annual amounts on May 15, 2025, and March 5, 2026 and 2027. (3)Amounts in this column represent the aggregate grant date fair value of awards of both the time-vested and performance-vested LTIP units computed in accordance with FASB ASC Topic 718 and the assumptions and methodologies set forth in our Form 10-K for the year ended December 31, 2024 (Note 2 and Note 11, Equity). The time vested grants were valued at $25.96 per unit, the closing price of our Common Stock on the NYSE on March 1, 2024, the date of grant. The Cumulative Adjusted EPS units were valued at $12.98 per unit and the Relative TSR units were valued at $19.56 in each case by an independent appraisal. Benefits Benefits are also established based upon a determination of what is needed to aid in attracting and retaining executive talent, as well as providing long-term financial security to our employees and their families. The NEOs are eligible to participate in our health, dental and vision plans, and various insurance plans, including disability and life insurance, and in our 401(k) plan. Timing of Certain Equity Awards We do not currently grant awards of stock options, stock appreciation rights, or similar option-like awards as part of our compensation program. We do not time the disclosure of material non-public information, or the granting of equity awards, for the purpose of impacting the value of NEO compensation. Insider Trading Policy We have adopted the statement of corporate policy regarding equity transactions (the "Insider Trading Policy"), which prohibits all directors, officers, employees, and consultants from engaging in any transaction involving the purchase, sale or transfer of Company securities based on material non-public information about the Company. We also take appropriate steps to comply with applicable securities laws and regulations and stock exchange listing standards when we engage in transactions in our securities. We believe that our Insider Trading Policy and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to the Company. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our annual report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 14, 2025.

  109. Compensation Committee5

    | Name and Principal Position(1) | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-equity incentive plan compensation ($)(3) | All other compensation ($)(4) | Total ($) | | Jeffrey A. Lipson Director, President and Chief Executive Officer | 2024 | 775,001 | 5,030,570 | 2,576,875 | 17,250 | 8,399,696 | | | 2023 | 762,180 | 5,394,398 | 2,076,419 | 16,500 | 8,249,497 | | | 2022 | 525,000 | 1,298,388 | 1,496,250 | 15,250 | 3,334,888 | | Marc T. Pangburn Executive Vice President and Chief Financial Officer | 2024 | 446,154 | 1,433,128 | 1,316,250 | 17,250 | 3,212,782 | | | 2023 | 445,994 | 1,410,300 | 976,013 | 16,500 | 2,848,807 | | | 2022 | 390,000 | 932,724 | 957,500 | 15,250 | 2,295,474 | | Jeffrey W. Eckel Executive Chair | 2024 | 412,500 | 1,754,850 | 250,000 | 17,250 | 2,434,600 | | | 2023 | 542,067 | 4,073,401 | 1,496,744 | 16,500 | 6,128,712 | | | 2022 | 825,000 | 4,430,369 | 2,743,125 | 15,250 | 8,013,744 | | Susan D. Nickey Executive Vice President and Chief Client Officer | 2024 | 436,923 | 1,169,900 | 1,170,400 | 17,250 | 2,794,473 | | | 2023 | 441,923 | 1,304,528 | 900,228 | 16,500 | 2,663,179 | | | 2022 | 390,000 | 932,724 | 957,500 | 15,250 | 2,295,474 | | Nathaniel J. Rose Executive Vice President and Chief Investment Officer | 2024 | 420,000 | 1,228,395 | 1,197,000 | 17,250 | 2,862,645 | | | 2023 | 445,673 | 1,692,360 | 964,530 | 16,500 | 3,119,063 | | | 2022 | 415,000 | 1,284,967 | 1,182,750 | 15,250 | 2,897,967 |

  110. Compensation Committee5

    (1)See “—Compensation Discussion and Analysis—Base Salary” for further salary information. Principal position for the persons shown reflect their positions as of December 31, 2024. (2)Amounts in this column represent the aggregate grant date fair value of awards of restricted shares of Common Stock, RSUs or LTIP units computed in accordance with FASB ASC Topic 718 and the assumptions and methodologies set forth in our Form 10-K for the year ended December 31, 2024 (Note 2 and Note 11, Equity). See 2013 Plan, 2022 Plan and Grants of Plan-Based Awards below for additional information on share grants. (3)See “—Compensation Discussion and Analysis—Annual Incentive Compensation—2024 Bonus Awards awarded in 2025” for non-equity incentive compensation earned in 2024 and paid in 2025. (4)Other compensation includes the Company’s matching contribution to each NEO’s 401(k) account of $17,250 for 2023.

  111. Compensation Committee5

    | 56 | HASI Proxy Statement 2025 |

  112. Compensation Committee5

    GRANTS OF PLAN-BASED AWARDS FOR 2024 Grants of Plan-Based Awards for 2024

  113. Compensation Committee5

    | | | Estimated future payouts under non-equity incentive plan awards(1) | | | Estimated future payouts under equity incentive plan awards | | | All other stock awards: number of shares of stock or units (#)(3) | Grant date fair value of stock and option awards ($)(4) | | Name and Principal Position | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#)(2) | Target (#)(2) | Maximum (#)(2) | | | | Jeffrey A. Lipson Director, President and Chief Executive Officer | 3/1/24 | — | — | — | — | — | — | 86,000 | 2,232,560 | | | 3/1/24 | — | — | — | 43,000 | 86,000 | 172,000 | — | 2,798,010 | | | — | — | — | 2,576,875 | — | — | — | — | — | | Marc T. Pangburn Executive Vice President and Chief Financial Officer | 3/1/24 | — | — | — | — | — | — | 24,500 | 636,020 | | | 3/1/24 | — | — | — | 12,250 | 24,500 | 49,000 | — | 797,108 | | | — | — | — | 1,316,250 | — | — | — | — | — | | Jeffrey W. Eckel Executive Chair | 3/1/24 | — | — | — | — | — | — | 30,000 | 778,800 | | | 3/1/24 | — | — | — | 15,000 | 30,000 | 60,000 | — | 976,050 | | | — | — | — | 250,000 | — | — | — | — | — | | Susan D. Nickey Executive Vice President and Chief Client Officer | 3/1/24 | — | — | — | — | — | — | 20,000 | 519,200 | | | 3/1/24 | — | — | — | 10,000 | 20,000 | 40,000 | — | 650,700 | | | — | — | — | 1,170,400 | — | — | — | — | — | | Nathaniel J. Rose Executive Vice President and Co-Chief Investment Officer | 3/1/24 | — | — | — | — | — | — | 21,000 | 545,160 | | | 3/1/24 | — | — | — | 10,500 | 21,000 | 42,000 | — | 683,235 | | | — | — | — | 1,197,000 | — | — | — | — | — |

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    (1)The amounts reported represent 2024 cash incentive compensation paid in 2025. The calculation of the actual amounts paid is discussed in “—Compensation Discussion and Analysis—Annual Incentive Compensation or Bonuses” above. (2)Represents LTIP units which may, if the value of our operating partnership appreciates, may be exchanged for OP units. The LTIP units vest based on the achievement of certain targets. See “—Compensation Discussion and Analysis—Long-Term Incentive Program Granted in 2024” above. (3)The awards represent OP units that could be earned under awards of LTIP units, which vest based on the achievement of certain targets, granted for the 2024 Long-Term Incentive program under the 2022 Plan. A description of the terms appears at “—Compensation Discussion and Analysis—Long-Term Incentive Program Granted in 2024” above. (4)Amounts shown in this column represent the estimated grant date fair value calculated in accordance with FASB ASC Topic 718 of shares of LTIP units granted under the 2022 Plan. A description of the terms and the grant fair value appears at “—Compensation Discussion and Analysis—Long-Term Incentive Program Granted in 2024” above. Narrative to Summary Compensation Table Employment Agreements as of December 31, 2024 Below we set forth summaries of the employment agreements of our NEOs that were in effect as of December 31, 2024. As of March 1, 2025, Mr. Pangburn transitioned from executive vice president and chief financial officer to executive vice president and chief revenue and strategy officer and Charles W. Melko became our executive vice president and chief financial officer. As of March 1, 2025, at his own request, Mr. Rose transitioned to senior managing director of investments and is no longer an executive officer of the Company. Each of Messrs. Pangburn, Melko and Rose entered into an amended and restated employment agreement with the Company in connection with these transitions. Summaries of the new or amended employment agreements, which became effective on March 1, 2025, have also been provided below. Further, the employment agreement with Mr. Eckel expired in accordance with its terms as of March 1, 2025 and he transitioned to the role of non-executive chair of our board of directors. Employment Agreement for Mr. Eckel We entered into an amended and restated employment agreement with Mr. Eckel, effective March 1, 2023, which had a term of two years, and on February 15, 2024, we amended Mr. Eckel's employment agreement. Effective March 1, 2023, Mr. Eckel transitioned from our chief executive officer and president and was designated to serve as our executive chair. Mr. Eckel served as executive chair for two years. On March 1, 2025, our board of directors designated Mr. Eckel to serve as our non-executive chair.

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    Mr. Eckel’s employment agreement provided for an annual base salary of $412,500, subject to increases at the discretion of our board of directors or the Compensation Committee. Mr. Eckel was eligible for an annual cash performance bonus of 237% of his base salary based on the satisfaction of performance goals determined by the Compensation Committee. Mr. Eckel remained eligible for regular, annual grants of restricted stock, stock options, OP units or other awards. In each of March 1, 2024 and 2025, we granted to Mr. Eckel equity compensation awards with target values of $1,647,000 and $1,607,488, respectively, subject to vesting and performance requirements. Mr. Eckel was also entitled to participate in our long-term incentive program, as well as other incentive, savings and retirement plans applicable generally to our senior executives. Additionally, Mr. Eckel was entitled to receive medical and other welfare plan coverage and fringe benefits. The employment agreement also provided for payment of the premiums for a long-term disability insurance policy which provided benefits equal to at least 300% of Mr. Eckel's annual base salary and payment of the premiums for a term life insurance policy with a death benefit of $5,000,000 for the benefit of his heirs. The employment agreement provided that if Mr. Eckel was terminated by us without “cause” or leaves for “good reason” (each as defined in the employment agreement), Mr. Eckel would have been entitled to the following severance payments and benefits: •accrued but unpaid base salary, bonus and other benefits earned and accrued but unpaid prior to the date of termination; •an amount equal to the sum of (1) Mr. Eckel's then-current annual base salary plus (2) the greater of (A) his annual average bonus over the prior three years and (B) Mr. Eckel's target annual bonus for the year of termination; •a prorated annual bonus based on the target annual bonus that Mr. Eckel could have earned for the year of termination; •health benefits for Mr. Eckel and his eligible family members for up to two years following his termination of employment at the same level as in effect immediately preceding such termination, subject to reduction to the extent that he received comparable benefits from a subsequent employer; and •100% of the unvested stock or stock-based awards held by Mr. Eckel would have become fully vested and/or exercisable. If Mr. Eckel was terminated for cause, left employment without good reason or his term expired, he would have been entitled to any accrued but unpaid base salary and annual bonus. Because his term expired on March 1, 2025, he was paid his accrued but unpaid base salary and annual bonus of $250,000. If Mr. Eckel's employment was terminated due to his death or disability, Mr. Eckel or his estate would have been entitled to receive: •accrued but unpaid base salary, bonus and other benefits earned and accrued but unpaid prior to the date of termination; •the prorated annual bonus for the year in which the termination occurs; •upon disability only, proceeds from long-term disability insurance policy of 300% of Mr. Eckel's annual base salary; •upon death only, proceeds of a term life insurance policy in the amount of $5,000,000; •health benefits for Mr. Eckel and/or his eligible family members for two years following his termination of employment at the same level as in effect immediately preceding the executive’s death or disability; and •100% of the unvested equity awards held by Mr. Eckel would have become fully vested and/or exercisable. Mr. Eckel's agreement included a modified 280G cutback. If a change of control occurred, we would have determined whether on an after-tax basis Mr. Eckel was better off receiving the parachute payments (if any) and paying the excise tax or having his parachute payments cut back below the 280G safe harbor. The employment agreement also contained standard restrictive covenants, which applied during the term of the employment agreement and will continue to apply until March 1, 2027. Employment Agreement for Mr. Lipson Mr. Lipson serves as our chief executive officer and president and we have entered into an amended and restated employment agreement with Mr. Lipson, effective March 1, 2023. Pursuant to Mr. Lipson’s employment agreement, the term of his employment will continue until either party provides at least 30 days’ notice of termination. Mr. Lipson’s employment agreement provides for an annual base salary of $775,000, subject to increases at the discretion of our board of directors or the Compensation Committee. Mr. Lipson will be eligible for an annual cash performance bonus of 175% of his base salary based on the satisfaction of performance goals determined by the Compensation Committee. Mr. Lipson remains eligible for regular, annual grants of restricted stock, stock options, OP units or other awards.

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    Mr. Lipson is also entitled to participate in our long-term incentive program, as well as other incentive, savings and retirement plans applicable generally to our senior executives. Additionally, Mr. Lipson is entitled to receive medical and other welfare plan coverage and fringe benefits. The employment agreement also provides for payment of the premiums for a long-term disability insurance policy which provides benefits equal to at least 300% of Mr. Lipson's annual base salary and payment of the premiums for a term life insurance policy with a death benefit of $5,000,000. The employment agreement provides that if Mr. Lipson is terminated by us without “cause” or leaves for “good reason” (each as defined in the employment agreement), Mr. Lipson will be entitled to the following severance payments and benefits: •accrued but unpaid base salary, bonus and other benefits earned and accrued but unpaid prior to the date of termination; •an amount equal to three times the sum of (1) Mr. Lipson's then-current annual base salary plus (2) the greater of (A) his annual average bonus over the prior three years and (B) Mr. Lipson's target annual bonus for the year of termination; •a prorated annual bonus based on the target annual bonus that Mr. Lipson could have earned for the year of termination; •health benefits for up to two years following Mr. Lipson’s termination of employment at the same level as in effect immediately preceding such termination, subject to reduction to the extent that he receives comparable benefits from a subsequent employer; and •100% of the unvested stock or stock-based awards held by Mr. Lipson will become fully vested and/or exercisable. If Mr. Lipson is terminated for cause or leaves employment without good reason, he will be entitled to any accrued but unpaid base salary and annual bonus. If Mr. Lipson's employment is terminated due to his death or disability, Mr. Lipson or his estate will be entitled to receive: •accrued but unpaid base salary, bonus and other benefits earned and accrued but unpaid prior to the date of termination; •the prorated target annual bonus for the year in which the termination occurs; •upon disability only, proceeds from long-term disability insurance policy of 300% of Mr. Lipson's annual base salary; •upon death only, proceeds of a term life insurance policy in the amount of $5,000,000; and •100% of the unvested equity awards held by Mr. Lipson will become fully vested and/or exercisable. Mr. Lipson's agreement includes a modified 280G cutback. If a change of control occurs, we will determine whether on an after-tax basis Mr. Lipson is better off receiving the parachute payments (if any) and paying the excise tax or having his parachute payments cut back below the 280G safe harbor. The employment agreement also contains standard restrictive covenants, which apply during the term of the employment agreements and for a period of 24 months following termination of employment. Employment Agreement for Mr. Pangburn Effective March 1, 2025, Mr. Pangburn transitioned from chief financial officer to chief revenue and strategy officer, and we entered into an amended and restated employment agreement with Mr. Pangburn. In addition to changes to the description of Mr. Pangburn’s role, Mr. Pangburn’s employment agreement as amended and restated included an increase of annual base salary from his 2024 annual salary of $450,000 to $475,000 and an increase in target annual bonus from his 2024 target annual bonus of 150% to 160%. The terms of his prior employment agreement and the amended and restated employment agreement are otherwise consistent with the following summary. Pursuant to Mr. Pangburn’s employment agreement, the term of Mr. Pangburn’s employment will continue until either party provides at least 30 days’ notice of termination. The employment agreement provides for an annual base salary of $475,000, subject to increases at the discretion of our board of directors or the Compensation Committee. Mr. Pangburn will be eligible for an annual cash performance bonus of 160% of his base salary based on the satisfaction of performance goals determined by the Compensation Committee. Mr. Pangburn remains eligible for regular, annual grants of restricted stock, stock options, OP units or other awards. Mr. Pangburn is also entitled to participate in our long-term incentive program, as well as other incentive, savings and retirement plans applicable generally to our senior executives. Additionally, Mr. Pangburn is entitled to receive medical and other welfare plan coverage and fringe benefits. The employment agreement provides that if Mr. Pangburn is terminated by us without “cause” or leaves for “good reason” (each as defined in the employment agreement), Mr. Pangburn will be entitled to the following severance payments and benefits: •accrued but unpaid base salary, bonus and other benefits earned and accrued but unpaid prior to the date of termination; •eighteen months of Mr. Pangburn's annual salary;

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    •an amount equal to 150% of Mr. Pangburn's annual average bonus over the prior three years (or such fewer years with respect to which he received an annual bonus); •health benefits for eighteen months following the executive’s termination of employment at the same level as in effect immediately preceding such termination, subject to reduction to the extent that he receives comparable benefits from a subsequent employer; and •100% of the unvested stock or stock-based awards held by Mr. Pangburn will become fully vested and/or exercisable. If Mr. Pangburn is terminated for cause or leaves employment without good reason, he will be entitled to any accrued but unpaid base salary and annual bonus. If Mr. Pangburn's employment is terminated due to his death or disability, Mr. Pangburn or his estate will be entitled to receive: •accrued but unpaid base salary, bonus and other benefits earned and accrued but unpaid prior to the date of termination; •upon death, Mr. Pangburn's target prorated annual bonus for the year in which the termination occurs; •upon disability, the target annual bonus for the year in which the termination occurs; and •100% of the unvested equity awards held by Mr. Pangburn will become fully vested and/or exercisable. Mr. Pangburn's agreement includes a modified 280G cutback. If a change of control occurs, we will determine whether on an after-tax basis Mr. Pangburn is better off receiving the parachute payments (if any) and paying the excise tax or having his parachute payments cut back below the 280G safe harbor. The employment agreement also contains standard restrictive covenants, which apply during the term of the employment agreement and for a period of 18 months following termination of employment. Employment Agreement for Ms. Nickey Ms. Nickey serves as our executive vice president and chief client officer and we entered into an employment agreement with Ms. Nickey, effective June 30, 2021. The term of employment will continue until either party provides at least 30 days’ notice of termination. Ms. Nickey’s employment agreement provides for an annual base salary of $370,000, subject to increases at the discretion of our board of directors or the Compensation Committee. Ms. Nickey will be eligible for an annual cash performance bonus of 125% of her base salary based on the satisfaction of performance goals determined by the Compensation Committee. Ms. Nickey remains eligible for regular, annual grants of restricted stock, stock options, OP units or other awards. Ms. Nickey is also entitled to participate in our long-term incentive program, as well as other incentive, savings and retirement plans applicable generally to our senior executives. Additionally, Ms. Nickey is entitled to receive medical and other welfare plan coverage and fringe benefits. The employment agreement provides that if Ms. Nickey is terminated by us without “cause” or leaves for “good reason” (each as defined in the employment agreement), Ms. Nickey will be entitled to the following severance payments and benefits: •accrued but unpaid base salary, bonus and other benefits earned and accrued but unpaid prior to the date of termination; •12-month annual salary; •an amount equal to 100% of Ms. Nickey's annual average bonus over the prior three years (or such fewer years with respect to which she received an annual bonus); •health benefits for one year following the executive’s termination of employment at the same level as in effect immediately preceding such termination, subject to reduction to the extent that she receives comparable benefits from a subsequent employer; and •100% of the unvested stock or stock-based awards held by Ms. Nickey will become fully vested and/or exercisable. If Ms. Nickey is terminated for cause or leaves employment without good reason, she will be entitled to any accrued but unpaid base salary and annual bonus. If Ms. Nickey's employment is terminated due to her death or disability, Mr. Nickey or her estate will be entitled to receive: •accrued but unpaid base salary, bonus and other benefits earned and accrued but unpaid prior to the date of termination; •upon death, Ms. Nickey's prorated annual bonus for the year in which the termination occurs; •upon disability, the target annual bonus for the year in which the termination occurs; and •100% of the unvested equity awards held by Ms. Nickey will become fully vested and/or exercisable. Ms. Nickey's agreement includes a modified 280G cutback. If a change of control occurs, we will determine whether on an after-tax basis Ms. Nickey is better off receiving the parachute payments (if any) and paying the excise tax or having his parachute payments cut back below the 280G safe harbor. The employment agreement also contains standard restrictive covenants, which apply during the term of the employment agreements and for a period of 12 months following termination of employment.

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    Employment Agreement for Mr. Rose Effective March 1, 2025, per his request, Mr. Rose transitioned from chief investment officer to senior managing director of investments and is no longer an executive officer. In connection with this transition, we entered into an amended and restated employment agreement with Mr. Rose effective March 1, 2025. A summary of the terms of Mr. Rose’s prior employment as in effect during 2024 and through February 28, 2025 is set forth below. We entered into the employment agreement with Mr. Rose, effective on April 17, 2013. The employment agreement provided that the term of employment would continue until either party provided at least 90 days' notice of termination. The employment agreement provided for an annual base salary of $275,000, subject to increases at the discretion of our board of directors or the Compensation Committee. Mr. Rose was eligible for an annual cash performance bonus of 100% of his base salary based on the satisfaction of performance goals determined by the Compensation Committee. Mr. Rose was eligible for regular, annual grants of restricted stock, stock options, OP units or other awards. Mr. Rose was entitled to participate in our long-term incentive program, as well as other incentive, savings and retirement plans applicable generally to our senior executives. Additionally, Mr. Rose was entitled to receive medical and other welfare plan coverage and fringe benefits. The employment agreement provided that if Mr. Rose was terminated by us without “cause” or left for “good reason” (each as defined in the employment agreement), Mr. Rose was entitled to the following severance payments and benefits: •accrued but unpaid base salary, bonus and other benefits earned and accrued but unpaid prior to the date of termination; •amount equal to one and one-half times the sum of (1) Mr. Rose's then-current annual base salary plus (2) the greater of (A) his annual average bonus over the prior three years and (B) Mr. Rose's target annual bonus for the year of termination; •health benefits for two years following the executive’s termination of employment at the same level as in effect immediately preceding such termination, subject to reduction to the extent that Mr. Rose receives comparable benefits from a subsequent employer; and •100% of the unvested stock or stock-based awards held by Mr. Rose will become fully vested and/or exercisable. If Mr. Rose was terminated for cause or left employment without good reason, he was entitled to any accrued but unpaid base salary and annual bonus. If Mr. Rose's employment was terminated due to his death or disability, Mr. Rose or his estate was entitled to receive: •accrued but unpaid base salary, bonus and other benefits earned and accrued but unpaid prior to the date of termination; •Mr. Rose's prorated target annual bonus for the year in which the termination occurred; •health benefits for Mr. Rose and/or his eligible family members for two years following the executive’s termination of employment at the same level as in effect immediately preceding the executive’s death or disability; and •100% of the unvested equity awards held by Mr. Rose would fully vest and/or become exercisable. Mr. Rose's agreement included a modified 280G cutback. If a change of control occurred, we would have determined whether on an after-tax basis Mr. Rose was better off receiving the parachute payments (if any) and paying the excise tax or having his parachute payments cut back below the 280G safe harbor. The employment agreement also contained standard restrictive covenants, which applied during the term of the employment agreement and for a period of 12 months following termination of employment. The employment agreement for Mr. Rose provided for a modified definition of “good reason” following a change-in-control (as defined in the employment agreement). The employment agreement for Mr. Rose also provided for 100% of the unvested stock (or stock-based) awards held by Mr. Rose to become fully vested and/or exercisable upon the effective date of a change in control. A summary of the terms of Mr. Rose's amended and restated employment agreement effective March 1, 2025 is set forth below. Pursuant to Mr. Rose's employment agreement, the term of Mr. Rose’s employment will continue until either party provides at least 30 days’ notice of termination. Mr. Rose's employment agreement provides for an annual base salary of $420,000, subject to increases at the discretion of our chief executive officer. Mr. Rose will be eligible for an annual cash performance bonus of 100% of his base salary based on the satisfaction of performance goals determined by the chief executive officer. Mr. Rose remains eligible for regular, annual grants of restricted stock, stock options, OP units or other awards.

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    Mr. Rose is also entitled to participate in our long-term incentive program, as well as other incentive, savings and retirement plans applicable generally to our executives. Additionally, Mr. Rose is entitled to receive medical and other welfare plan coverage and fringe benefits. The employment agreement provides that if Mr. Rose is terminated by us without “cause” or leaves for “good reason” (each as defined in the employment agreement), Mr. Rose will be entitled to the following severance payments and benefits: •accrued but unpaid base salary, bonus and other benefits earned and accrued but unpaid prior to the date of termination; •eighteen months of Mr. Rose's annual salary; •an amount equal to 150% of Mr. Rose's annual average bonus over the prior three years (or such fewer years with respect to which he received an annual bonus); •health benefits for 18 months following the Mr. Rose’s termination of employment at the same level as in effect immediately preceding such termination, subject to reduction to the extent that Mr. Rose receives comparable benefits from a subsequent employer; and •100% of the unvested stock or stock-based awards held by Mr. Rose will become fully vested and/or exercisable. If Mr. Rose is terminated for cause or leaves employment without good reason, he will be entitled to any accrued but unpaid base salary annual bonus. If Mr. Rose's employment is terminated due to his death or disability, Mr. Rose or his estate will be entitled to receive: •accrued but unpaid base salary, bonus and other benefits earned and accrued but unpaid prior to the date of termination; •upon death, Mr. Rose's prorated target annual bonus for the year in which the termination occurs; •upon disability, the target annual bonus for the year in which the termination occurs; and •100% of the unvested equity awards held by Mr. Rose will become fully vested and/or exercisable. Mr. Rose's agreement includes a modified 280G cutback. If a change of control occurs, we will determine whether on an after-tax basis Mr. Rose is better off receiving the parachute payments (if any) and paying the excise tax or having his parachute payments cut back below the 280G safe harbor. The employment agreement also contains standard restrictive covenants, which apply during the term of the employment agreement and for a period of 12 months following termination of employment. Employment Agreement for Mr. Melko While Mr. Melko was not an NEO during 2024, effective March 1, 2025, Mr. Melko transitioned from chief accounting officer to chief financial officer, and we entered into an amended and restated employment agreement with Mr. Melko. The terms of Mr. Melko's amended and restated employment agreement are set forth below. Pursuant to Mr. Melko's employment agreement, the term of Mr. Melko's employment will continue until either party provides at least 30 days’ notice of termination. Mr. Melko's employment agreement provides for an annual base salary of $400,000, subject to increases at the discretion of our board of directors or the Compensation Committee. Mr. Melko will be eligible for an annual cash performance bonus of 110% of his base salary based on the satisfaction of performance goals determined by the Compensation Committee. Mr. Melko remains eligible for regular, annual grants of restricted stock, stock options, OP units or other awards. Mr. Melko is also entitled to participate in our long-term incentive program, as well as other incentive, savings and retirement plans applicable generally to our senior executives. Additionally, Mr. Melko is entitled to receive medical and other welfare plan coverage and fringe benefits. The employment agreement provides that if Mr. Melko is terminated by us without “cause” or leaves for “good reason” (each as defined in the employment agreement), Mr. Melko will be entitled to the following severance payments and benefits: •accrued but unpaid base salary, bonus and other benefits earned and accrued but unpaid prior to the date of termination; •twelve months of Mr. Melko's annual salary; •an amount equal to 100% of Mr. Melko's annual average bonus over the prior three years (or such fewer years with respect to which he received an annual bonus); •health benefits for twelve months following the executive’s termination of employment at the same level as in effect immediately preceding such termination, subject to reduction to the extent that he receives comparable benefits from a subsequent employer; and •100% of the unvested stock or stock-based awards held by Mr. Melko will become fully vested and/or exercisable.

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    If Mr. Melko is terminated for cause or leaves employment without good reason, he will be entitled to any accrued but unpaid base salary and annual bonus. If Mr. Melko's employment is terminated due to his death or disability, Mr. Melko or his estate will be entitled to receive: •accrued but unpaid base salary, bonus and other benefits earned and accrued but unpaid prior to the date of termination; •upon death, Mr. Melko's prorated target annual bonus for the year in which the termination occurs; •upon disability, the target annual bonus for the year in which the termination occurs; and •100% of the unvested equity awards held by Mr. Melko will become fully vested and/or exercisable. Mr. Melko's employment agreement includes a modified 280G cutback. If a change of control occurs, we will determine whether on an after-tax basis Mr. Melko is better off receiving the parachute payments (if any) and paying the excise tax or having his parachute payments cut back below the 280G safe harbor. Mr. Melko's employment agreement also contains standard restrictive covenants, which apply during the term of the employment agreement and for a period of 12 months following termination of employment. 2022 Plan Summary Purpose The purpose of the 2022 Plan is to use incentives to attract and retain officers, directors, key employees, consultants, advisers, and other personnel and to encourage those individuals to increase their efforts to make our business more successful. The 2022 Plan allows for grants of options, stock appreciation rights, restricted stock, RSUs, phantom shares, dividend equivalent rights, LTIP units, cash-based awards, other restricted limited partnership units issued by our operating partnership and other equity-based compensation. We consider our overall compensation philosophy when we decide to grant awards under the 2022 Plan. Administration The Compensation Committee, which is comprised solely of independent directors, administers the 2022 Plan. As discussed under section “Board and Corporate Governance Structure—Our Board of Directors—Committees”, we have amended the Compensation Committee’s charter to make the Compensation Committee primarily responsible for administering the 2022 Plan and for making grants under the plan. The Compensation Committee consists of at least two individuals, each of whom is intended to be, to the extent required by Rule 16b-3 under the Exchange Act, a non-employee director. If no compensation committee exists, our board of directors will exercise the functions of our committee. Awards Under the 2022 Plan Shares of Restricted Common Stock A restricted stock award is an award of shares of Common Stock that are subject to restrictions on transferability and such other restrictions the Compensation Committee may impose at the date of grant. Grants of shares of restricted Common Stock will be subject to vesting schedules and other restrictions that the Compensation Committee sets. The restrictions may lapse separately or in combination at such times, under such circumstances, including, without limitation, a specified period of employment or the satisfaction of pre-established criteria, in such installments or otherwise, as the Compensation Committee may determine. Except to the extent restricted under an applicable award agreement, a restricted stockholder has all of the rights of a stockholder, including, without limitation, the right to vote and the right to receive cash dividends on the shares of restricted Common Stock. Although we will pay dividends on shares of restricted Common Stock, whether or not vested, at the same rate and on the same date as on shares of our Common Stock (unless we provide otherwise in an award agreement), holders of shares of restricted Common Stock are prohibited from selling such shares until they vest. Phantom Shares and RSUs A phantom share represents a right to receive the fair market value of a share of Common Stock, or, if provided by the Compensation Committee, the right to receive the fair market value of a share of Common Stock in excess of a base value established by the Compensation Committee at the time of grant. A phantom share may also be known as a “Restricted Stock Unit” or “RSU,” which is an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or other property, subject to certain restrictions (which may include, without limitation, a requirement that the grantee remain continuously employed or provide continuous services for a specified period of time). Our current practice is to refer to all such awards as RSUs.

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    RSUs will vest as provided in the applicable award agreement. Unless otherwise determined by the Compensation Committee at the time of the grant, RSUs may generally be settled in cash or by transfer of shares of Common Stock (as provided in the grant agreement). Dividend Equivalents A dividend equivalent is a right to receive (or have credited) the equivalent value (in cash or shares of Common Stock) of dividends paid on shares of Common Stock otherwise subject to an award. The Compensation Committee may provide that amounts payable with respect to dividend equivalents will be converted into cash or additional shares of Common Stock. The Compensation Committee will establish all other limitations and conditions of awards of dividend equivalents as it deems appropriate. Restricted Limited Partnership Units A restricted limited partnership unit may be granted as a unit in our operating partnership (an OP unit) or may include LTIP units, which are structured as profits interests in our operating partnership, providing distributions to the holder of the award based on the achievement of specified levels of profitability by the operating partnership or the achievement of certain goals or events. Initially, LTIP units will not have full parity with OP units with respect to liquidating distributions. Under the terms of the LTIP units, the operating partnership will revalue its assets upon the occurrence of certain specified events, and any increase in valuation from the time of grant until such event will be allocated first to the holders of LTIP units to equalize the capital accounts of such holders with the capital accounts of OP unit holders. Upon equalization of the capital accounts of the holders of LTIP units with other holders of OP units, the LTIP units will achieve full parity with OP units of the operating partnership for all purposes, including with respect to liquidating distributions. If such parity is reached, vested LTIP units may be converted into an equal number of OP units and thereafter enjoy all the rights of OP units. The Compensation Committee will establish all other limitations and conditions of awards of restricted OP units as it deems appropriate. Amendments and Termination Our board of directors may amend the 2022 Plan as it deems advisable, except that it may not amend the 2022 Plan in any way that would adversely affect a participant with respect to an award previously granted unless the amendment is required in order to comply with applicable laws.

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    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END Outstanding Equity Awards at 2024 Fiscal Year End The following table summarizes all outstanding equity awards held by the NEOs on December 31, 2024.

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    | | Stock Awards | | | Name | Number of Shares or Units of Common Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Common Stock That Have Not Vested ($)(2) | | Jeffrey A. Lipson | 312,605 | 8,387,179 | | Marc T. Pangburn | 91,168 | 2,446,037 | | Jeffrey W. Eckel | 185,948 | 4,988,985 | | Susan D. Nickey | 78,918 | 2,117,370 | | Nathaniel J. Rose | 91,870 | 2,464,872 |

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    (1)The following chart summarizes the vesting of the awards by NEO:

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    | Name and Principal Position | Shares or Units | Vesting | | Jeffrey A. Lipson Director, President and Chief Executive Officer | 4,292 | 3/5/25 | | | 51,000 | See Note 3 | | | 6,438 | See Note 4 | | | 86,000 | See Note 5 | | | 57,375 | See Note 6 | | | 107,500 | See Note 7 | | Marc T. Pangburn Executive Vice President and Chief Financial Officer | 3,083 | 3/5/25 | | | 13,334 | See Note 3 | | | 4,626 | See Note 4 | | | 24,500 | See Note 5 | | | 15,000 | See Note 6 | | | 30,625 | See Note 7 | | Jeffrey W. Eckel Executive Chair | 14,645 | 3/5/25 | | | 38,512 | See Note 3 | | | 21,966 | See Note 4 | | | 30,000 | See Note 5 | | | 43,325 | See Note 6 | | | 37,500 | See Note 7 | | Susan D. Nickey Executive Vice President and Chief Client Officer | 3,083 | 3/5/25 | | | 12,334 | See Note 3 | | | 4,626 | See Note 4 | | | 20,000 | See Note 5 | | | 13,875 | See Note 6 | | | 25,000 | See Note 7 | | Nathaniel J. Rose Executive Vice President and Co-Chief Investment Officer | 4,248 | 3/5/25 | | | 16,000 | See Note 3 | | | 6,372 | See Note 4 | | | 21,000 | See Note 5 | | | 18,000 | See Note 6 | | | 26,250 | See Note 7 |

  134. Compensation Committee5

    (2)Valued at $26.83, the closing price of our shares on the NYSE on December 31, 2024, the last day of trading for 2024. (3)These awards are time-based LTIP units that vest in two equal annual amounts on March 5, 2025 and 2026. (4)These awards are LTIP units that represent the right to receive up to one OP unit per LTIP unit on March 5, 2025 depending on the level of achievement of certain targets. The table reflects 0.25 OP units per LTIP unit based on achieving threshold performance. Based on the performance against the targets through December 31, 2024, the end of the performance period, zero OP units per LTIP unit will vest. (5)These awards are time-based LTIP units that vest in three equal annual amounts on May 15, 2025 and March 5, 2026 and 2027.

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    | HASI Proxy Statement 2025 | 65 |

  136. Compensation Committee5

    2023 OPTION EXERCISES AND SECURITIES VESTED (6)These awards are LTIP units that represent the right to receive up to one OP unit per LTIP unit on March 5, 2026 depending on the level of achievement of certain targets. The table reflects 0.375 OP units per LTIP unit based on the performance against the targets through December 31, 2024, the last day of trading for 2024. (7)These awards are LTIP units that represent the right to receive up to one OP unit per LTIP unit on March 5, 2027 depending on the level of achievement of certain targets. See “—Compensation Discussion and Analysis—Long-Term Incentive Program Granted in 2024” above. The table reflects 0.63 OP units per LTIP unit based on the performance against the targets through December 29, 2024, the last day of trading for 2024. 2024 Option Exercises and Securities Vested The following table summarizes the restricted stock, RSU and LTIP unit awards that vested with respect to our Named Executive Officers during the fiscal year ended December 31, 2024.

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    | | Stock Awards | | | Name | Number of Securities Acquired on Vesting (#) | Value Realized on Vesting ($) | | Jeffrey A. Lipson | 33,125 | 1,016,510 | | Marc T. Pangburn | 11,416 | 335,638 | | Jeffrey W. Eckel(1) | 45,566 | 1,288,798 | | Susan D. Nickey | 10,916 | 319,498 | | Nathaniel J. Rose | 15,581 | 450,494 |

  138. Compensation Committee5

    (1)Until March 1, 2025, Mr. Eckel was employed by the Company as Executive Chair. On March 1, 2025, Mr. Eckel transitioned to the role of chair and his term of employment ended.

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    | 66 | HASI Proxy Statement 2025 |

  140. Compensation Committee5

    PENSION BENEFITS AND NONQUALIFIED DEFERRED COMPENSATION Pension Benefits and Nonqualified Deferred Compensation We did not provide any pension benefits or nonqualified deferred compensation plans during 2023 or 2024. Payments Upon Termination for 2024 The following table sets forth the potential payments to each NEO under the terms of their employment agreements and equity award agreements described above due to various scenarios as of December 31, 2024. Amounts shown do not include (a) payment of any unpaid portion of the applicable NEO’s base salary through the effective date of termination, (b) reimbursement for any outstanding reasonable business expense, and (c) any bonus or incentive compensation that had been accrued through the effective date of termination but not paid. Amounts shown reflect employment agreements as of December 31, 2024 and do not reflect amendments entered into by Messrs. Pangburn and Rose effective as of March 1, 2025.

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    | Name | Benefit | Without Cause/For Good Reason / Non-renewal by Company ($)(1) | Death ($) | Disability ($)(2) | Change in Control ($)(3) | Retirement ($)(5) | | Jeffrey A. Lipson | Cash | 8,671,419 | 6,356,250 | 3,681,250 | 8,671,419 | — | | | Continued Health Benefits | 60,121 | — | — | 60,121 | — | | | Equity(4) | 8,496,189 | 8,496,189 | 8,496,189 | 8,314,362 | — | | Marc T. Pangburn | Cash | 2,058,007 | 1,282,500 | 1,282,500 | 2,058,007 | — | | | Continued Health Benefits | 45,091 | — | — | 45,091 | — | | | Equity(4) | 2,539,916 | 2,539,916 | 2,539,916 | 2,399,863 | — | | Jeffrey W. Eckel | Cash | 3,669,665 | 5,977,625 | 2,215,125 | 3,669,665 | — | | | Continued Health Benefits | 44,462 | 44,462 | 44,462 | 44,462 | — | | | Equity(4) | 5,764,560 | 5,764,560 | 5,764,560 | 4,490,564 | 2,231,102 | | Susan D. Nickey | Cash | 896,743 | 1,170,400 | 1,170,400 | 896,743 | — | | | Continued Health Benefits | 9,754 | — | — | 9,754 | — | | | Equity(4) | 2,231,371 | 2,231,371 | 2,231,371 | 2,053,702 | 950,238 | | Nathaniel J. Rose | Cash | 2,263,890 | 1,197,000 | 1,197,000 | 2,263,890 | — | | | Continued Health Benefits | 60,121 | 60,121 | 60,121 | 60,121 | — | | | Equity(4) | 2,655,902 | 2,655,902 | 2,655,902 | 2,347,008 | — |

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    (1)This column describes the payments and benefits that become payable if the Company elects not to renew the applicable NEO’s employment agreement, if employment is terminated by the Company without cause, or if employment is terminated by the applicable NEO for good reason. For Mr. Eckel, the term “cause” means (i) conviction of, or plea of nolo contendere to, a felony involving moral turpitude, deceit, dishonesty or fraud (but excluding traffic violations) that is injurious to the business or reputation of the Company; (ii) willful and material misconduct in connection with the performance of his duties, including, without limitation, embezzlement or the misappropriation of funds or property of the Company; (iii) failure to adhere to the lawful directions of our board of directors, or to devote substantially all of his business time and efforts to the Company, in either event, which continues for a period of 30 business days after written demand for corrective action is delivered by the Company; or (iv) material breach of (x) any covenant contained in the employment agreement; or (y) the other terms and provisions of the employment agreement and, in each case, failure to cure such breach within 10 days following written notice from the Company specifying such breach. For Messrs. Lipson, Pangburn, and Rose and Ms. Nickey, the term “cause” means the applicable NEO’s (i) commission of, and indictment for or formal admission to, a felony involving moral turpitude, deceit, dishonesty or fraud (but excluding traffic violations); (ii) willful and material misconduct in connection with the performance of the applicable NEO’s duties, including, without limitation, embezzlement or the misappropriation of funds or property of the Company; (iii) failure to adhere to the lawful directions of the CEO, to adhere to the Company’s policies and practices or to devote substantially all of the applicable NEO’s business time and efforts to the Company, which failure continues for a period of 30 business days after written demand for corrective action is delivered by the Company; or (iv) material breach of (x) any covenant contained in the employment agreement; or (y) the other terms and provisions of the employment agreement and, in each case, failure to cure such breach within 10 days following written notice from the Company specifying such breach. The term “good reason” means (i) any change in job title or material diminution in the applicable NEO’s roles and responsibilities from those set forth in the employment agreements (including, without limitation, the assignment of duties inconsistent with the applicable NEO’s position or, for Mr. Eckel only, no longer being the chair of our board of directors and the senior-most executive of the Company); (ii) a reduction in the applicable NEO’s annual salary or annual bonus potential; (iii) a relocation of the Company’s headquarters outside a 30 mile radius of Annapolis, MD or moving of the applicable NEO’s office or place of performance from the Company’s headquarters; (iv) a material breach by the Company of the employment agreement or any other material agreement between the applicable NEO and the Company; or (v) for Mr. Eckel only, there shall have occurred a change in control. For Mr. Rose, following a change in control the definition of good reason set forth is modified to delete all references to the term “material.” For Mr. Lipson, the definition is applicable only following a change in control and does not include references to the term “material.” (2)The term “disability” means that the applicable NEO has become physically or mentally incapable of performing the duties under the employment agreement and such disability has disabled the NEO for a cumulative period of 180 days within any 12-month period. (3)The term “change in control” is defined in the 2013 Plan or the 2022 Plan, as applicable. (4)Includes the value of accelerated vesting of outstanding equity awards granted to the applicable NEO. The acceleration value of the restricted stock was calculated using the closing price of $26.83 per share on December 31, 2024, the last trading day of 2024. For termination without cause, termination for good reason, non-renewal by the Company, death or disability, the number of performance shares reported is based on the target level of performance. For change in control, the number of performance shares reported is based on the actual level of performance through December 31, 2024. (5)Refer to “Severance Benefits Payable Upon Termination of Employment or a Change in Control” above for details of our Retirement Policy.

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    | HASI Proxy Statement 2025 | 67 |

  144. Compensation Committee5

    CEO COMPENSATION PAY RATIO CEO Compensation Pay Ratio We believe our executive compensation program must be internally consistent and equitable to motivate our employees to create stockholder value. We monitor the relationship between the compensation of our executive officers and the compensation of our non-managerial employees. As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing disclosure regarding the ratio of the annual total compensation of Jeffrey Lipson, our chief executive officer during 2024, to that of our median employee in the table below.

  145. Compensation Committee5

    | | HASI (2024) | | CEO Compensation | $8,399,696 | | Median Employee Compensation | $252,645 | | CEO to Worker Ratio | 33:1 |

  146. Compensation Committee5

    The CEO Compensation is provided in the “Summary Compensation Table” above. We identified the median employee using the annual base salary and expected bonus, as of December 31, 2024, plus any long-term incentive equity awards granted in 2024 for all individuals, excluding our chief executive officer, who were employed by us on December 31, 2024, the last day of our payroll year (whether employed on a full-time, part-time, or seasonal basis). If the median employee’s total compensation was not comparable to the CEO Compensation, for example, because such median employee was hired at the end of the year and thus did not receive long-term incentive equity awards in 2024, we used the next lower employee who was comparable as the median employee. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our CEO Compensation. 2024 Pay Versus Performance Table In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  147. Compensation Committee5

    | | Summary compensation table total for PEO-Eckel ($)(1) | Summary compensation table total for PEO-Lipson ($)(1) | Compensation actually paid to PEO - Eckel ($)(1, 2, 3) | Compensation actually paid to PEO - Lipson ($)(1, 2, 3) | Average summary compensation table total for non- PEO NEOs ($)(1) | Average compensation actually paid to non-PEO NEOs ($)(1, 2, 3) | Value of initial fixed $100 investment based on(4): | | | | | Year | | | | | | | Total shareholder return | Peer group total shareholder return | Net Income (thousand $) | Adjusted Earnings per share ($)(5) | | 2024 | | 8,399,696 | | 8,370,640 | 2,826,125 | 2,525,973 | 105.61 | 81.19 | 203,628 | 2.45 | | 2023 | 6,128,712 | 8,249,497 | 5,078,289 | 7,396,209 | 2,806,776 | 2,518,529 | 102.54 | 110.77 | 150,757 | 2.23 | | 2022 | 8,013,744 | — | (977,130) | — | 2,705,951 | 713,079 | 100.75 | 100.69 | 41,911 | 2.08 | | 2021 | 9,241,605 | — | 4,411,821 | — | 2,953,807 | 2,040,073 | 176.97 | 134.1 | 127,346 | 1.88 | | 2020 | 3,998,245 | — | 25,869,661 | — | 1,658,095 | 7,764,371 | 205.95 | 94.9 | 82,759 | 1.55 |

  148. Compensation Committee5

    | Fiscal Year | | | | PEO Compensation Actually Paid - Eckel | | | PEO Compensation Actually Paid - Lipson | | | Average Non-PEO NEO Compensation Actually Paid | | | HA Sustainable Infrastructure Capital, Inc. TSR |

  149. Compensation Committee5

    | Fiscal Year | | | | PEO Compensation Actually Paid - Eckel | | | PEO Compensation Actually Paid - Lipson | | | Average Non-PEO NEO Compensation Actually Paid | | | HA Sustainable Infrastructure Capital, Inc. Net Income |

  150. Compensation Committee5

    | Fiscal Year | | | | | | PEO Compensation Actually Paid - Eckel | | PEO Compensation Actually Paid - Lipson | | | Average Non-PEO NEO Compensation Actually Paid | | Adjusted EPS |