DEF 14A of Ameresco, Inc., Apr 23, 2026

DEF 14A of Ameresco, Inc.

Filed Apr 23, 2026 · FY20250001628280-26-026695

Open on EDGAR

  1. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS Our board of directors is divided into three classes, with one class being elected each year and members of each class holding office for a three-year term. We have three (3) class I directors, whose terms expire at this annual meeting of stockholders; three (3) class II directors, whose terms expire at our 2027 annual meeting of stockholders; and two (2) class III directors, whose terms expire at our 2028 annual meeting of stockholders. following the Annual Meeting would consist of seven members. At this Annual Meeting, our stockholders will have an opportunity to vote for two (2) nominees for class I directors: •Claire Hughes-Johnson and •Frank V. Wisneski each of whom are currently directors of Ameresco. Charles R. Patton., will not be standing for re-election as a Class I director at the Annual Meeting. Our board of directors currently consists of eight members, and following the Annual Meeting subject to approval of this proposal, our board of directors will consist of seven members. You can find more information about each of the nominees in “Corporate Governance—Our Board of Directors” below. If no contrary indication is made, proxies in the accompanying form will be voted “FOR” these two nominees as class I directors. If elected, each of the nominees for class I director will hold office until the 2029 annual meeting of stockholders and until their successor is elected and qualified or until their earlier death, resignation or removal. Each of the nominees has indicated their willingness to serve if elected. However, if any nominee should be unable to serve, then either the persons named in the proxy card may vote the proxy for a substitute nominee if one is nominated by our board of directors, or we may maintain a vacancy on our board of directors until such time as our board of directors can find a suitable candidate to serve on the board, or our board of directors may reduce the number of directors. Our board of directors unanimously recommends a vote FOR each of the two nominees for class I directors.

  2. Board of Directors

    Board of Directors Our Board of Directors In accordance with the terms of our restated certificate of incorporation and by-laws, our board of directors is divided into three classes, each of which consists, as nearly as possible, of one-third of the total number of directors constituting our entire board of directors and each of whose members serve for staggered three-year terms. As a result, only one class of our board of directors will be elected each year. The members of the classes are as follows: •the class I directors are Claire Hughes Johnson, Charles R. Patton and Frank V. Wisneski, and their term expires at this Annual Meeting; •the class II directors are David J. Corrsin, George P. Sakellaris and Joseph W. Sutton, and their term expires at the annual meeting to be held in 2027; and •the class III directors are Jennifer L. Miller and Nickolas Stavropoulos, and their term expires at tm expires at the annual meeting to be held in 2028. Each director in a class will be eligible to be chosen as a nominee for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Charles R. Patton., will not be standing for re-election as a Class I director at the Annual Meeting. Our board of directors currently consists of eight members, and following the Annual Meeting subject to approval of this proposal, our board of directors will consist of seven members. Below is information about each nominee for election as a class I director, as well as other members of our board of directors whose terms continue after the Annual Meeting. This information includes each director’s age as of March 31, 2026 and length of service as a director of Ameresco, their principal occupation and business experience for at least the past five years and the names of other publicly held companies or investment companies of which he or she has served as a director for at least the past five years. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our board of directors to fulfill its responsibilities. In addition to the information presented below regarding each director’s specific experience, qualifications, attributes and skills that led our board of directors to the conclusion that he or she should serve as a director, we also believe that all of our directors have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to us. There are no family relationships among any of our directors, nominees for director and executive officers. Directors Whose Terms Expire at this Annual Meeting (Class I Directors) Claire Hughes Johnson, age 53, has served as a director since July 2021. Since October 2014, Ms. Hughes Johnson has served in various roles with the global financial technology company Stripe, Inc., first as chief operating officer until April 2021 and since then as corporate officer and advisor. Prior to joining Stripe, she spent ten years at Google, leading various business teams including the launch and operations of Gmail and Google Apps. She was also the vice president responsible for Adwords mid-market revenue globally, Google Offers and the business operations of Google’s self-driving car project. Ms. Hughes Johnson also currently serves on the board of two other public companies: a self-driving technology company, Aurora Innovation, Inc. and HubSpot, Inc. a customer relationship management platform, and on the board of various private and non-profit organization such as The Atlantic, Milton Academy and Brown University. She has previously served on the board of Hallmark Cards, Inc. We believe Ms. Johnson’s experience directing product innovation as well as go to market- and operational strategy for a range of technology industry leaders contributes a valuable viewpoint to our board. Frank V. Wisneski, age 79, has served as a director since 2011. Prior to retiring in 2001, Mr. Wisneski was a Partner and Senior Vice President at Wellington Management Company, LLP, an institutional asset manager serving clients globally, where he had worked since 1969. We believe that Mr. Wisneski is qualified to serve as a director because of his prior experience conducting financial and strategic analysis of companies, including emerging areas and companies, and establishing and building new investment products for institutional asset management clients. Since retiring, Mr. Wisneski has maintained a focus on financial and strategic analysis by serving on investment, finance and executive committees at several nonprofit organizations. We believe his experience analyzing companies to support investment decisions contributes a valuable viewpoint to our board. Directors Whose Terms Expire in 2027 (Class II Directors) David J. Corrsin, age 67, has served as our executive vice president, general counsel and secretary, as well as a director, since 2000. From 1996 to 2000, Mr. Corrsin was executive vice president of Public Power International, Inc., an independent developer of power projects in Europe and southern Asia. We believe that Mr. Corrsin is qualified to serve as a director because of his extensive experience with energy regulations, federal, state and local regulatory authorities and complex energy construction and financing projects, gained through more than 30 years of energy-related legal practice, and his more than 30 years of service as an executive officer of our company. George P. Sakellaris, age 79, who is our principal stockholder, has served as chairman of our board of directors and our president and chief executive officer since founding Ameresco in 2000. Mr. Sakellaris previously founded Noresco in 1989 and served as its president and chief executive officer until 2000. Mr. Sakellaris was a founding member and previously served as the president, and is currently a director, of the National Association of Energy Service Companies, a national trade organization representing the energy efficiency industry. We believe that Mr. Sakellaris is qualified to serve as a director because of his more than 35 years of experience in the energy services and renewable energy industries, his leadership experience, skill and familiarity with our business gained from serving as our chief executive officer for over 20 years, as well as his experience developed through founding and serving as chief executive officer of two previous energy services companies. Joseph W. Sutton, age 78, has served as a director since 2002. Since 2000, Mr. Sutton has been the manager of Sutton Ventures Group, LLC, an energy investment firm that he founded. In 2007, he founded and has since led Consolidated Asset Management Services, or CAMS, which provides asset management, operations and maintenance, information technology, budgeting, contract management and development services to power plant ventures, oil and gas companies, renewable energy companies and other energy businesses. From 1992 to November 2000, Mr. Sutton worked for Enron Corporation, an energy company, where he most recently served as vice chairman and as chief executive officer of Enron International. We believe that Mr. Sutton is qualified to serve as a director because of his prior experience in the energy industry. For example, at both Sutton Ventures and CAMS, he has had significant experience in energy industry capital raising transactions, as well as in the ownership and management of, and the provision of advisory and other services to, a wide range of energy-related businesses. At Enron, Mr. Sutton was responsible for budgeting, financial reporting and planning for Enron’s international business unit and oversaw the development, construction, financing, operation and management of numerous energy projects.

  3. Board of Directors

    Directors Whose Terms Expire in 2028 (Class III Directors) Jennifer L. Miller, age 70 has served as a director since 2015. From September 2015 through April 2020, Ms. Miller served as chief business sustainability officer of Sappi North America, the U.S. subsidiary of Sappi Limited, a producer of diversified cellulosic products including packaging and specialty papers, printing papers, biomaterials and biochemicals. From 2002 to August 2015, Ms. Miller held senior management positions at Sappi North America, including executive vice president and chief sustainability officer, executive vice president – strategic marketing and executive vice president – publishing. We believe that Ms. Miller is qualified to serve as a director because of her qualifications and experience, including in the energy utility industry, where she previously served as general counsel for a gas utility, and more recently her sustainability leadership role at a multi-national manufacturing company. We believe her direct experience and understanding of how commercial/industrial enterprises evaluate and plan for energy efficiency initiatives are particularly valuable to the board and management as they continue to develop strategies for the commercial/industrial market. Nickolas Stavropoulos, age 68, has served as a director since April 2019. Mr. Stavropoulos served as the president and chief operating officer of Pacific Gas and Electric Company from March 2017 through September 2018, as president, gas from August 2015 through February 2017 and executive vice president, gas operations from June 2011 to August 2015. In January 2019, Pacific Gas and Electric Company and its parent company, PG&E Corporation, filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Before joining Pacific Gas and Electric Company, Mr. Stavropoulos served as executive vice president and chief operating officer of National Grid from 2007 through 2011. Prior to that role, Mr. Stavropoulos was president of KeySpan Energy Delivery, and also held several senior leadership roles at Colonial Gas Company and Boston Gas. Mr. Stavropoulos also serves as a director for the publicly traded company Enterprise Bancorp, and various private, and non-profit organizations, including TRC Companies, Picarro, Mosaic, Bentley University, and the Gas Technology Institute. We believe that Mr. Stavropoulos is qualified to serve as a director because of his more than 40 years of experience in the energy industry, as well as detailed knowledge of the U.S. natural gas sector. He has extensive executive management, business, and leadership experience in areas such as safety, utility operations, information technology, regulatory affairs, strategic planning, supply chain, finance, sales, business development, and marketing. Director Independence A majority of our board of directors consists of “independent” directors. To be considered independent by our board of directors, a director must be independent in accordance with the rules and regulations of the New York Stock Exchange, or NYSE, and in our board of directors’ judgment, the director must not have a material relationship with Ameresco (either directly or as a partner, shareholder or officer of an organization that has a relationship with Ameresco). Our board of directors has established corporate governance guidelines to assist it in determining whether a director has such a material relationship. Under these guidelines, a director is not considered to have a material relationship with Ameresco if he or she is independent under NYSE rules and regulations, and he or she: •is an executive officer of another company which is indebted to us or to which we are indebted, unless the total amount of either company’s indebtedness to the other is more than one percent of the total consolidated assets of the company he or she serves as an executive officer; or •serves as an officer, director or trustee of a tax-exempt organization, unless our discretionary contributions to such organization are more than the greater of $1 million or two percent of that organization’s consolidated gross revenue. Our board has determined that all of our directors, other than Messrs. Sakellaris and Corrsin, qualify as “independent.” Neither Messrs. Sakellaris nor Corrsin is considered independent because they are employees of our company. Further, the Board has determined that each member of each of the committees of the Board is independent in accordance with the rules and regulations of the NYSE and, as applicable, Rule 10a-3(b)(1) and Rule 10C-1 under the Exchange Act. In making its independence determinations, the board considered, among other things, the requirements under NYSE rules and regulations and our corporate governance guidelines, relevant transactions between our company and entities associated with the independent directors and determined that none have any relationship with the company or other relationships that would impair the directors' independence. Board Leadership Structure George P. Sakellaris currently serves as both our chairman of the board and chief executive officer. Our board of directors does not have a policy regarding the separation of the roles of chairman and chief executive officer, as the board believes it is in our stockholders’ best interests that we make this determination based on an assessment of the current condition of our company and composition of the board. Our board of directors believes that having Mr. Sakellaris serve in both roles is in the best interests of our stockholders at this time because it makes the best use of Mr. Sakellaris’s extensive knowledge of our company and our industry, and fosters greater communication between management and the board of directors. In light of the dual role played by Mr. Sakellaris in our corporate governance structure, we also have established a position of a lead independent director. Mr. Sutton is our lead independent director. Mr. Sutton is an independent director within the meaning of applicable NYSE rules. The duties of the lead director include the following: •chairing any meeting of our non-management or independent directors in executive session; •meeting with any director who is not adequately performing their duties as a member of our board of directors or any committee; •facilitating communications between other members of our board of directors and the chairman of our board of directors and/or the chief executive officer; however, each director is free to communicate directly with the chairman of our board of directors and with the chief executive officer; •monitoring, with the assistance of our general counsel, communications from stockholders and other interested parties and providing copies or summaries to the other directors as he considers appropriate; •working with the chairman of our board in the preparation of the agenda for each board of directors meeting and in determining the need for special meetings of the board of directors; and •otherwise consulting with the chairman of our board of directors and/or the chief executive officer on matters relating to corporate governance and the performance of our board of directors. Risk Oversight by our Board

  4. Board of Directors

    One of the key functions of our board of directors is informed oversight of company performance, strategy, capital allocation, succession planning, and our risk management process. Our board of directors also analyzes our company’s three-year strategic plan and reviews progress towards stated goals with the executive management team on a quarterly basis. Our management is responsible for risk management on a day-to-day basis. Our board of directors as a whole oversees company risk management, and its standing committees address risks inherent in their respective areas of oversight. The quarterly meeting cadence of our board and committees supports regular senior management engagement, regular business, governance, and regulatory updates, and oversight of our enterprise risks and other key initiatives.

  5. Board of Directors

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

  6. Board of Directors

    More details about our committees and their responsibilities can be found below under “Committees of our Board of Directors and Board Meetings.” Our board is guided by our Code of Business Conduct and Ethics ("Code"), as well as our Corporate Governance Guidelines. These documents, as well as other Corporate Governance documents, may be found at ir.ameresco.com. Information contained on our website is not incorporated by reference in, or considered part of, this proxy statement. Committees of our Board of Directors and Board Meetings Standing Committees. Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. Each committee operates under a charter approved by our board of directors. Copies of each committee’s charter are posted on the Investor Relations section of our website, which is located at www.ameresco.com. All of the members of our board’s three standing committees described below have been determined to be independent as defined under applicable NYSE rules and in the case of all members of the audit committee, the independence requirements set forth in Rule 10A-3 under the Exchange Act and, in the case of all members of the compensation committee, the independence requirements set forth in Rule 10C-1 under the Exchange Act. The table below provides the committee composition as of April 10, 2026 and the number of meetings of each committee in 2025.

  7. Board of Directors

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

  8. Board of Directors

    Audit Committee. Our board of directors has determined that each of the current members of our audit committee satisfy the requirements for financial literacy and independence under applicable NYSE and SEC rules and regulations. Mr. Stavropoulos is the chair of the audit committee and has, together with Mr. Wisneski, been designated an “audit committee financial expert” as defined by SEC rules and satisfies the financial sophistication requirements of applicable NYSE rules. Our audit committee assists our board of directors in its oversight of our accounting and financial reporting process and the audits of our financial statements. The audit committee’s responsibilities include: •appointing, approving the compensation of, and assessing the independence of our registered public accounting firm; •overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm; •reviewing and discussing with management and our registered public accounting firm our annual and quarterly financial statements and related disclosures; •monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics; •overseeing our internal audit function; •overseeing our risk assessment and risk management policies; •establishing policies regarding hiring employees from our registered public accounting firm and procedures for the receipt and retention of accounting related complaints and concerns; •meeting independently with our internal auditing staff, registered public accounting firm and management; •reviewing and approving or ratifying any related person transactions; •preparing the audit committee report required by SEC rules to be included in our proxy statement for our annual meeting of stockholders; •evaluating, at least annually, the performance of the audit committee, and periodically reviewing and reassessing its charter; and •overseeing cyber security matters. All audit services and all non-audit services, other than de minimis non-audit services, to be provided to us by our registered public accounting firm must be approved in advance by our audit committee. For more information regarding our audit committee, see “—Audit Committee Report.” Compensation Committee. Our compensation committee assists our board of directors in the discharge of its responsibilities relating to the compensation of our executive officers. The compensation committee’s responsibilities include: •annually reviewing and approving, or making recommendations to our board of directors with respect to, corporate goals and objectives relevant to CEO compensation; •determining, or making recommendations to our board of directors with respect to, our CEO’s compensation; •reviewing and approving, or making recommendations to our board of directors with respect to, the compensation of our other executive officers; •overseeing an evaluation of our senior executives; •overseeing and administering our cash and equity incentive plans; •reviewing and making recommendations to our board of directors with respect to director compensation; •reviewing and discussing annually with management our “Compensation Discussion and Analysis” required by SEC rules; •evaluating, at least annually, the performance of the compensation committee, and periodically reviewing and reassessing its charter; and •preparing the compensation committee report required by SEC rules, which is included below under “Executive Compensation and Related Information—Compensation Committee Report.” The processes and procedures followed by our compensation committee in considering and determining executive compensation are described under “Executive Compensation and Related Information—Compensation Discussion and Analysis” below. The compensation committee has the authority to retain compensation consultants and other outside advisors to assist in the evaluation of executive officer compensation. Additionally, the compensation committee may delegate authority to one of our directors of officers to approve equity grants to employees (other than executive officers) within preapproved thresholds set by the compensation committee. Nominating and Corporate Governance Committee. The nominating and corporate governance committee’s responsibilities include: •identifying individuals qualified to become members of our board of directors; •recommending to our board of directors the persons to be nominated for election as directors and to each of the committees of our board of directors; •reviewing and making recommendations to our board of directors with respect to our board of directors’ leadership structure; •reviewing and making recommendations to our board of directors with respect to board and management succession planning; •developing and recommending to our board of directors corporate governance principles; •overseeing an annual evaluation of our board of directors and its committees; and •overseeing ESG matters. The processes and procedures followed by our nominating and corporate governance committee in identifying and evaluating director candidates are described below under the heading “Director Nomination Process.” Board Meetings. Our board of directors met five times in 2025. During 2025, each director attended at least 75% of the aggregate number both of board meetings and of meetings held by all committees on which he or she then served. Our corporate governance guidelines provide that directors are responsible for attending each annual meeting of our stockholders. All of our directors attended our 2025 annual meeting of stockholders. Director Compensation Non-employee Director Compensation Program Our non-employee director compensation program, for the fiscal year ended December 31, 2025 provided the following compensation for our non-employee directors:

  9. Board of Directors

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

  10. Board of Directors

    2025 Director Compensation. The following table sets forth information regarding compensation earned by our non-employee directors during 2025.

  11. Board of Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Claire Hughes Johnson(2) | 81,000 | 154,751 | 235,751 | | Jennifer L. Miller(3) | 88,500 | 154,751 | 243,251 | | Charles R. Patton | 85,000 | 154,751 | 239,751 | | Nickolas Stavropoulos(4) | 86,000 | 154,751 | 240,751 | | Joseph W. Sutton(5) | 115,000 | 154,751 | 269,751 | | Frank V. Wisneski(6) | 95,000 | 154,751 | 249,751 | | (1) Represents the aggregate fair value on the grant date of RSUs granted to our non-employee directors calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, related to time-based vesting. See Note 14 of the “Notes to Consolidated Financial Statements - Stock-Based Compensation and Other Employee Benefits” in our annual report on Form 10-K for the year ended December 31, 2025. | | | | | (2) As of December 31, 2025, Ms. Johnson held options to purchase an aggregate of 40,000 shares of our Class A common stock with a weighted average exercise price of $68.22 per share. | | | | | (3) As of December 31, 2025, Ms. Miller held options to purchase an aggregate of 120,000 shares of our Class A common stock with a weighted average exercise price of $14.05 per share. | | | | | (4) As of December 31, 2025, Mr. Stavropoulos held options to purchase 72,000 shares of our Class A common stock with a weighted average exercise price of $20.50 per share. | | | | | (5) As of December 31, 2025, Mr. Sutton held options to purchase an aggregate of 120,000 shares of our Class A common stock with a weighted average exercise price of $14.05 per share. | | | | | (6) As of December 31, 2025, Mr. Wisneski held options to purchase an aggregate of 94,000 shares of our Class A common stock with a weighted average exercise price of $15.76 per share. | | | |

  12. Board of Directors

    Other benefits. We reimburse our non-employee directors for reasonable travel expenses incurred in connection with board and committee meetings. We have also entered into indemnification agreements with all of our directors. We do not provide any other benefits, including retirement benefits or perquisites, to our non-employee directors. The following table shows the aggregate number of unvested RSUs held by our non-employee directors as of December 31, 2025:

  13. Board of Directors

    | Name | RSUs(#) | | Claire Hughes Johnson | 10,435 | | Jennifer L. Miller | 10,435 | | Charles R. Patton | 10,435 | | Nickolas Stavropoulos | 10,435 | | Joseph W. Sutton | 10,435 | | Frank V. Wisneski | 10,435 |

  14. Board of Directors

    Director Nomination Process The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes requests to board members and others for recommendations, conferring from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the nominating and corporate governance committee, the board of directors and members of senior management. The nominating and corporate governance committee also has the authority to retain the services of an executive search firm to help identify and evaluate potential director candidates. In considering whether to recommend any particular candidate for inclusion in the board of directors’ slate of recommended director nominees, our nominating and corporate governance committee applies the criteria set forth in our corporate governance guidelines. These criteria include the candidate’s integrity, business acumen, knowledge of our business and industry, experience, diligence, conflicts of interest and the ability to act in the interests of all stockholders. The nominating and corporate governance committee is also committed to ensuring our board can contribute to our company based on a variety of backgrounds, including age, education, professional experience, viewpoints and skills. The committee does not assign specific weights to particular criteria and no particular criterion is a prerequisite for any prospective nominee. Our board of directors believes that the backgrounds and qualifications of its directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow it to fulfill its responsibilities. The nominating and corporate governance committee has always endeavored to have a broad, inclusive process for identifying highly qualified candidates. When recommending to the board of directors the nominees for election as directors, our nominating and corporate governance committee shall consider candidates proposed by stockholders and shall apply the same criteria, and shall follow substantially the same process in considering them, as it does in considering other candidates. To recommend director candidates for consideration by the nominating and corporate governance committee, a stockholder must send a written notice to our corporate secretary. Our bylaws specify the information that must be included in any such notice, including the stockholder’s name, address and number of shares of Ameresco stock held, as well as the candidate’s name, age, address, principal occupation and number of shares of Ameresco stock. If a stockholder would like a candidate to be considered for inclusion in the proxy statement for our 2027 annual meeting, the stockholder must follow the procedures for stockholder proposals outlined under “Additional Information—Stockholder Proposals” below. You can find more detailed information on our process for selecting board members and our criteria for board nominees in the corporate governance guidelines posted on the “Investor Relations” section of our website, which is located at www.ameresco.com. Alternatively, our bylaws provide that stockholders may nominate director candidates for consideration at the 2027 annual meeting directly without approval of the nominating and corporate governance committee. In order to nominate candidates directly, stockholders must follow the procedures outlined under “Additional Information—Stockholder Proposals” below. Communicating with our Board of Directors Our board of directors will give appropriate attention to written communications that are submitted by stockholders and other interested parties, and will respond if and as appropriate. Our lead director, subject to the advice and assistance of our general counsel, is primarily responsible for monitoring communications from stockholders and other interested parties and for providing copies or summaries to the other directors as he considers appropriate. Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the lead director considers to be important for the directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we receive repetitive or duplicative communications. Stockholders and other interested parties who wish to send communications on any topic to our board should address such communications to: Board of Directors, c/o Secretary, Ameresco, Inc., 111 Speen Street, Suite 410, Framingham, Massachusetts 01701.

  15. Compensation Discussion and Analysis

    Compensation Discussion and Analysis This section discusses the material elements of our executive compensation policies and decisions and the most important factors relevant to an analysis of these policies and decisions. It provides qualitative information regarding the manner and context in which compensation is awarded to and earned by our NEOs. As a company dedicated to a pay-for-performance culture, we aim to provide our executive officers with compensation that is significantly performance-based. Our executive compensation program is designed to align executive pay with our performance on both short and long-term bases, link executive pay to specific, measurable results intended to create value for stockholders, and utilize compensation as a tool to assist us in attracting and retaining the high-caliber executives that we believe are critical to our long-term success. 2025 Highlights Taking Stockholder Input into Account. We value our stockholders’ perspectives on executive compensation and consider their input an important part of our compensation‑setting process. During 2025, we engaged in discussions with several of our most significant institutional stockholders to solicit their views on our executive compensation programs. This feedback, together with input from our compensation consultant, informed the Compensation Committee’s ongoing efforts to refine our executive compensation programs to support long‑term growth, align with stockholder interests, and meet the Company’s needs to attract, retain, and motivate talented executives. Company Highlights for 2025 During the year ended December 31, 2025, our company delivered strong operational and financial performance. Revenues were approximately $2.0 billion, total project backlog increased to approximately $5.0 billion, contracted backlog increased to approximately $2.5 billion, and we placed approximately 121 MWe of energy assets into operation. Executive Compensation Action in 2025 The executive compensation actions for 2025 were designed to reinforce a pay‑for‑performance orientation and support the Company’s long‑term strategic objectives. In connection with these actions, our compensation committee determined that substantially all equity awards granted to our NEOs in 2025 would be performance‑based and subject to a multi‑year performance measurement. Our compensation committee also approved only modest increases to base salaries for the NEOs in 2025. No base salary increase was approved for Mr. Sakellaris, our Chief Executive Officer. In addition, based on the level of achievement under the Company’s annual incentive plan, the NEOs received modest cash incentive awards for 2025. Long-term executive compensation approach: We adopt a long‑term approach to executive compensation designed to align executive pay outcomes with stockholder interests and long‑term value creation. As illustrated in the chart below, the realized compensation of our Chief Executive Officer is meaningfully influenced by stock price performance and the achievement of performance targets, reinforcing alignment between executive compensation and stockholder returns. This alignment is further demonstrated by the pay‑versus‑performance tables included elsewhere in this proxy statement. Our equity compensation framework is designed to balance sustained performance incentives with retention over extended time horizons. Time‑based equity awards generally vest over multi‑year periods to encourage continued service, while performance‑based equity awards are tied to cumulative performance over multi‑year measurement periods and vest upon completion of the applicable performance cycle. In addition, RSUs provide a retention‑focused component within our overall equity program. We believe this structure appropriately incentivizes executives to drive both near‑term execution and long‑term growth. (1) Reported pay reflects total compensation as disclosed in the summary compensation table. (2) Realizable pay reflects the sum of base salary, annual bonus, and all other compensation (other than option and other equity awards) as disclosed in the summary compensation table plus (i) the in-the-money value of vested and unvested stock options using the 12/31/25 closing stock price of $29.29 and (ii) the value of any RSUs granted in the year using the 12/31/25 closing stock price. The performance-based vesting options granted in 2025 were valued as if 100% of such options would vest. We generally grant performance-based vesting options only three years, resulting in the compensation being shown as higher every third year. Significant Portion of NEO Pay is “at-Risk”: As shown in the chart below, a significant portion of our NEOs compensation is considered “at risk.” A substantial portion of total compensation is delivered through equity awards, the vesting and ultimate value of which depend on the achievement of performance objectives and/or changes in our stock price. We consider compensation to be “at risk” to the extent that payout is contingent on performance‑based vesting conditions and/or the value ultimately realized is tied to stock price performance. This emphasis on at‑risk compensation is intended to align executive pay outcomes with Company performance and stockholder experience, as further illustrated by the pay‑versus‑performance information and related tables included elsewhere in this proxy statement. (1) calculations are based on the values reflected in the summary compensation table. Overview of Executive Compensation Process Compensation Decisions. Our compensation committee oversees our executive compensation programs. Our compensation committee, either as a committee or together with the other independent directors, makes all compensation decisions regarding our chief executive officer. In determining compensation for our executive officers, the compensation committee considers each executive officer’s particular position and responsibility and relies upon the judgment and industry experience of its members, including their knowledge of competitive compensation levels across companies and industries. To assist the compensation committee in this determination, our chief executive officer makes recommendations to the compensation committee regarding the compensation of our executive officers other than himself. Our chief executive officer is not present for compensation committee or board discussions regarding his compensation. We believe that compensation should be competitive with compensation for executive officers in similar positions and with similar responsibilities in our market. The compensation committee uses competitive market data as one factor when making compensation decisions, understanding that such data cannot be applied formulaically, and has historically taken into account other data, including input from the members of the compensation committee based on their experience in compensation matters. As a part of this process, our compensation committee with the assistance of the committee’s compensation consultant FW Cook has established a compensation peer group which is periodically reviewed and updated. The following peer group was used for 2025: Argan, Inc., Bloom Energy Corporation, Bowman Consulting Group Ltd., Centuri Group, Inc., EnerSys, Inc., Fluence Energy, Inc., IES Holdings, Inc., Itron, Inc., Limbach Holdings, Inc., Matrix Service Company, MYR Group, Inc., NV5 Global, Inc., Plug Power Inc., Shoals Technologies Group, Inc., SolarEdge Technologies, Inc., Sunrun Inc., and Willdan Group, Inc. Objectives of Our Executive Compensation Program. Our primary objective with respect to executive compensation is to attract, retain and motivate highly talented individuals who have the skills and experience to successfully execute our business strategy. Our executive compensation program is designed to:

  16. Compensation Discussion and Analysis

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

  17. Compensation Discussion and Analysis

    (1) annualized base salary as of December 31, 2025. NEO 2025 Annual Incentive Compensation In early 2025, our compensation committee approved the total bonus pool for the year and established the corporate and individual performance goals for our 2025 Annual Incentive Program, as well as the individual performance goals for our executive officers. The individual performance goals were generally structured using the same goal categories as the corporate goals but with performance targets adjusted to reflect each executive officer’s respective business unit and area of responsibility. Consistent with prior years, these goals were developed based on our historical operating performance and growth rates, as well as our expected future results, and were designed to require significant operational execution and overall Company performance. •For our Chief Executive Officer, vesting is based solely on achievement of the corporate performance goals. •For all other NEOs, vesting is based 50% on achievement of corporate performance goals and 50% on achievement of individual performance goals. Our compensation committee determined that, in order for any annual incentive bonuses to be paid, each component of the performance goals was required to achieve a minimum performance level of 80%. For performance above this threshold, each goal component was assigned an achievement percentage based on a sliding scale, ranging from 2% at 80% achievement to a maximum of 125% at 100% or greater performance. Notwithstanding the foregoing, the overall performance achievement for purposes of the Annual Incentive Program was capped at 100%. In early 2026, our compensation committee evaluated the Company’s performance against the performance goals described below and, based on that assessment, determined the final bonus pool to be allocated among the executive officers, including NEOs as reflected in the “Summary Compensation Table” below. The compensation committee confirmed the achievement of the corporate goals as follows:

  18. Compensation Discussion and Analysis

    2025 NEO Equity Incentive Compensation Performance Based Vesting Options. In 2025, the Compensation Committee emphasized performance based options as the equity award vehicle, and granted stock options with performance‑based vesting, or 2025 Performance‑Based Vesting Options, to our NEOs, as reflected in the “Grants of Plan‑Based Awards in Fiscal Year” table below. These awards are designed to further align executive compensation with our long‑term strategic objectives, sustained Company performance, and stockholder interests. The 2025 Performance‑Based Vesting Options are eligible to vest based on the achievement of specified performance goals over a three‑year performance period from January 1, 2025 through December 31, 2027, subject to the executive’s continued employment through the date on which performance achievement is determined by the compensation committee in accordance with the applicable award terms. Goals are set for each year of the three-year performance period, but vesting is determined based on the goals set for the third year, thus focusing on long term value generation. Like our prior performance‑based option grants, these awards cliff vest, if at all, following the completion of the performance period. We generally grant performance‑based vesting options on a back‑to‑back cycle following the completion of the prior performance period, rather than making annual performance‑option grants. However, under applicable SEC rules, equity awards are reported in the Summary Compensation Table in the year in which they are granted. Accordingly, the 2025 Performance‑Based Vesting Options—although tied to performance over the 2025–2027 period—are reported as 2025 compensation. Performance Goals Achievement of corporate performance goals is required for any portion of the 2025 Performance‑Based Vesting Options to vest. •For our Chief Executive Officer, vesting is based solely on achievement of the corporate performance goals. •For all other NEOs, vesting is based 50% on achievement of corporate performance goals and 50% on achievement of individual performance goals. A table below summarizes the corporate performance goal categories and their relative weightings.

  19. Compensation Discussion and Analysis

    The individual performance goals for our other executive officers were tailored to the specific business unit or corporate function overseen by such executive officer and were established by the compensation committee. Although performance goals are established for each year of the performance period, the ultimate vesting determination is based on performance achieved in the final year of the performance period (2027), reinforcing the long‑term orientation of the program. Vesting Determination In determining the vesting of the 2025 Performance‑Based Vesting Options: •Each component of the corporate performance goals is required to achieve a minimum performance level of 80%, for performance above this threshold, each goal component is assigned an achievement percentage based on a sliding scale, ranging from 2% at 80% achievement to a maximum of 125% at 100% or greater performance •Vesting only occurs if the aggregate performance achievement, so determined is 80% or greater, •If the 80% achievement level is reached, the options vest in accordance with the applicable vesting schedule, subject to a maximum vesting level of 100% of the awarded options based on teh following scaling:

  20. Compensation Discussion and Analysis

    Emphasis on Performance To further emphasize alignment with long‑term performance, the majority of our executive officers did not receive any time‑based vesting stock option awards in 2025. Time-based Vesting Equity Awards. While most of the equity awards granted to our executive officers in 2025 vest based on performance, our compensation committee also approved more limited time‑based equity awards in recognition of achievements during 2024 and to further promote alignment with long‑term company growth. Specifically, the compensation committee granted time‑based vesting RSUs to our NEOs and, in recognition of expanded responsibilities, time‑based vesting stock options to one of our NEOs, as reflected in the “Grants of Plan‑Based Awards in Fiscal Year” table below. The RSUs vest in equal installments every six months over a two‑year period, subject to the executive’s continued employment through the applicable vesting date, and are intended to further incentivize and retain members of our executive leadership team. The time‑based vesting stock option awards vest annually over a five‑year period, subject to continued service. Other Benefits and Policies. Other Employee Benefits. We maintain broad-based benefits that are provided to all employees, including our 401(k) retirement plan, flexible spending accounts, medical and dental care plans, life insurance, short- and long-term disability policies, vacation, company holidays and contributions to a health savings account for those participating in a high-deductible insurance plan. We also match our employees’ contributions to non-profit 501(c)(3) organizations. Our executive officers are eligible to participate in each of these programs on the same terms as non-executive employees; however, employees at the director level and above are eligible for life insurance coverage equal to three times (rather than twice) their annual base salary. Perquisites and Personal Benefits. We permit Mr. Sakellaris personal exclusive use of a company-owned vehicle in recognition of his extensive travel to meetings and events on our behalf. We pay insurance premiums, excise tax and other amounts related to this vehicle. Compliance with Internal Revenue Code Section 162(m). We are generally entitled to a U.S. federal income tax deduction with respect to compensation income paid to our service providers, subject to limitation under Section 162(m) of the Internal Revenue Code of 1986, as amended, with respect to compensation in excess of $1 million paid in any one year to each of certain of our current and former executive officers. The compensation committee has and will continue to review on a periodic basis the potential effect of Section 162(m) and may use its judgment to authorize compensation payments that may be in excess of the limit when it believes such payments are appropriate and in the best interests of our company and our stockholders. Other Policies. Our executive officers are subject to stock ownership guidelines, anti-hedging and pledging, and clawback policies as described under “Corporate Governance.” Risk Considerations in our Compensation Program We do not believe that any risks arising from our employee compensation policies and practices are reasonably likely to have a material adverse effect on our company. In addition, we do not believe that the mix and design of the components of our executive compensation program encourage management to assume excessive risks.

  21. Executive Compensation Tables

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards(2) | Option Awards ($)(3)(4) | All Other Compensation ($)(5) | Total ($) | | George P. Sakellaris(6) | 2025 | 1,500,000 | 250,000 | 155,100 | 1,385,999 | 48,705 | 3,339,804 | | Chairman of the Board of Directors and Chief Executive Officer | 2024 | 1,500,000 | — | — | — | 48,705 | 1,548,705 | | | 2023 | 1,500,000 | — | 424,467 | — | 46,213 | 1,970,680 | | Mark A. Chiplock(7) | 2025 | $435,000 | 80,000 | 31020 | 277,196 | 16,800 | 840,016 | | Executive Vice President, Chief Financial Officer and Chief Accounting Officer | 2024 | $390,551 | 60,000 | — | 813,092 | 16,800 | 1,280,443 | | Michael T. Bakas | 2025 | 540,000 | 80,000 | 36,190 | 346,498 | 16,800 | 1,019,488 | | President - Renewable Fuels | 2024 | 466,090 | 60,000 | — | 987,480 | 16,800 | 1,530,370 | | | 2023 | 442,405 | — | 50,917 | — | 16,740 | 510,062 | | Nicole A. Bulgarino | 2025 | 540,000 | 80,000 | 36,190 | 346,498 | 16,800 | 1,019,488 | | Co-President | 2024 | $466,090 | $60,000 | $— | 987,480 | 16,800 | 1,530,370 | | | 2023 | 443,033 | — | 50,917 | — | 16,740 | 510,690 | | Louis P. Maltezos(8) | 2025 | 540,000 | 110,000 | 36,190 | 346,498 | 16,800 | 1,049,488 | | Co-President | 2024 | 452,226 | 60,000 | | 987,480 | 16,800 | 1,516,506 | | Peter Christakis(9) | 2025 | 470,000 | 80,000 | 31,020 | 513,598 | 16,800 | 1,111,418 | | Chief Operating Officer | | | | | | | | | (1) Salary for each of the named executive officers have been prorated to reflect the portion of the year for which any increases were in effect. | | | | | | | | | (2) Represents the aggregate fair value on the grant date of RSUs granted to our NEOs calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, related to time-based vesting. See Note 14 of the “Notes to Consolidated Financial Statements - Stock-Based Compensation and Other Employee Benefits” in our annual report on Form 10-K for the year ended December 31, 2025 | | | | | | | | | (3) This includes time-based and performance-based vesting options. Value is equal to the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. This amount does not represent the actual amount paid to or realized by the executive officer with respect to this option grant. The assumptions used by us with respect to the valuation of option awards are the same as those set forth in Note 14 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2025. | | | | | | | | | (4) For performance-based vesting options reported in this column, the amounts in the table reflect the grant date fair value of such awards based upon the probable outcome of the performance conditions at the grant date calculated in accordance with FASB ASC Topic 718. Assuming the highest level of financial performance conditions were achieved, the value for the performance-based vesting options granted in 2025 included in the “Options Awards” column would be $3,742,564 for Mr. Sakellaris; $759,575 for Mr. Chiplock, $954,540 for each of Mr. Bakas, Mr. Christakis and Mr. Maltezos and Ms. Bulgarino. | | | | | | | | | (5) The amounts reported in All Other Compensation reflect, for each NEO, the amount we contributed to our 401(k) plan and the dollar value of life insurance premiums we paid, as applicable and detailed below. For Mr. Sakellaris, the amount reported also includes the incremental cost of a company-owned vehicle of which he has personal exclusive use, including insurance premiums, excise taxes and depreciation. | | | | | | | |

  22. Pay Ratio

    Pay Ratio Under Item 402(u) of Regulation S-K under the Exchange Act, we are required to disclose the annual total compensation paid to our median paid employee, the annual total compensation paid to our CEO, and the ratio of the annual total compensation paid to the median employee as compared to the annual total compensation paid to our CEO. In 2025, the total annual compensation of Mr. Sakellaris, our president and chief executive officer, was $3,339,804 (as shown in the Summary Compensation Table included in this Proxy Statement). The total annual compensation of the median employee was $111,589. The total annual compensation of our chief executive officer to the total annual compensation of the median employee was approximately 30 to 1. Under the pay ratio rule, certain public companies are required to identify its median employee only once every three years as long as during the last prior fiscal year there has been no change to its employee population or employee compensation arrangements that it reasonably believes would result in a significant change in its pay ratio disclosure. For 2025, we reevaluated the identification of our median employee. We identified the median employee by examining compensation information derived from payroll records for all employees, excluding Mr. Sakellaris, who were employed by us on December 31, 2025. As of such date, we employed approximately 1,500 people in the United States, Canada, the United Kingdom and Italy. All employees were included, whether employed on a full-time, part-time, temporary or seasonal basis, using the definition of employee under the U.S. Internal Revenue Code, or similar laws in the country where the individual was employed. In identifying the median employee, we utilized annualized cash compensation for the 12-month period ending December 31, 2025 as the consistently applied compensation measure, including as base salary or wages, bonus and incentive payments annualized for that period. For non-U.S. employees, we used the exchange rate as of December 31, 2025. To determine the annual total compensation of Mr. Sakellaris, we used the amount reported in the “Total” column of the Summary Compensation Table in this Proxy Statement, which includes salary, option awards, bonus and all other compensation. The median employee’s total annual compensation for 2025 was calculated in accordance with the same requirements applicable to the chief executive officer’s compensation as reported in the Summary Compensation Table and that number was used to calculate the ratio of the chief executive officer’s pay to that of the median employee. The SEC rules requiring pay ratio disclosure allow companies to exercise a significant amount of flexibility in making the determination as to who is the median employee and do not mandate that each company use the same method. We believe that the pay ratio information above is a reasonable estimate calculated in a manner consistent with the SEC rules. However, the total annual compensation of our median employee is unique to that person and is not necessarily a good indicator of the total annual compensation of any of our other employees, and it is not comparable to the annual total compensation of employees at other companies. Similarly, we would not expect that the ratio of the chief executive officer’s total annual compensation to that of the median employee to be a number that can be compared to the ratio determined by other companies in any meaningful fashion.

  23. PAY VERSUS PERFORMANCE

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

  24. PAY VERSUS PERFORMANCE

    | Pay vs. Performance Disclosure | | | | | | | | | | | | | | | Value of Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table for PEO ($)(1) | Compensation actually paid to PEO($)(2) | Average Summary Compensation Table Total Average for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Ameresco Total Shareholder Return($)(4) | NASDAQ Clean Edge Total Shareholder Return ($)(4) | Net Income($) | Adjusted EBITDA ($)(5) | | 2025 | 3,339,804 | 5,061,690 | 1,007,980 | 1,699,461 | 56 | 66 | 56,675,000 | 237,193,000 | | 2024 | 1,548,705 | 656,559 | 1,290,151 | 948,927 | 45 | 50 | 53,940,000 | 225,341,000 | | 2023 | 1,970,680 | (5,388,947) | 525,708 | (691,965) | 61 | 61 | 63,904,000 | 162,990,000 | | 2022 | 6,498,550 | (5,736,611) | 1,332,144 | (741,181) | 109 | 68 | 98,549,000 | 204,512,000 | | 2021 | 7,046,400 | 36,700,813 | 1,297,940 | 5,164,423 | 156 | 97 | 80,191,000 | 152,715,000 |

  25. PAY VERSUS PERFORMANCE

    (1) Our PEO was George Sakellaris for all years in the table. Our non-PEO NEOs for 2021, 2022, and 2023 were Spencer Hole, Michael Bakas, Nicole Bulgarino, and Britta MacIntosh. Our non-PEO NEOs for 2024 were Spencer Hole, Michael Bakas, Nicole Bulgarino, Mark Chiplock, Lou Maltezos. Our non-PEO NEOs for 2025 were Michael Bakas, Nicole Bulgarino, Mark Chiplock, Lou Maltezos, and Peter Christakis. (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to the PEO in 2025, 2024, 2023, 2022 and 2021. The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP amounts from the Summary Compensation Table amounts. The Summary Compensation Table amounts and the CAP amounts do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. Equity compensation fair value was calculated based on assumptions determined in accordance with FASB ASC Topic 718. Valuation assumptions used to calculate fair values did not materially differ from those used to calculate fair values at the time of grant as reflected in the Summary Compensation Table Amounts.

  26. PAY VERSUS PERFORMANCE

    | PEO Compensation Actually Paid Detail | | | | | | | | Compensation Actually Paid Detail | | | | | | Compensation Element | 2021($) | 2022($) | 2023($) | 2024($) | 2025($) | | Summary Compensation Table (SCT) Reported Total Compensation | 7,046,400 | 6,498,550 | 1,970,680 | 1,548,705 | 3,339,804 | | Aggregate SCT Reported Equity Compensation (-) | (5,233,075) | (5,043,613) | (424,467) | — | (1,541,099) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | 12,229,652 | 3,308,244 | 233,630 | — | 3,345,877 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | 22,831,678 | (4,451,061) | (6,491,933) | (391,335) | 187,922 | | Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | — | — | 115,005 | — | 105,075 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Vesting During Covered FY (+/-) | (173,842) | (6,048,731) | (791,862) | (500,811) | (375,889) | | Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | — | — | — | — | — | | Compensation Actually Paid Determination | 36,700,813 | (5,736,611) | (5,388,947) | 656,559 | 5,061,690 |

  27. PAY VERSUS PERFORMANCE

    | The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the non-PEO NEOs in 2025,2024, 2023, 2022, and 2021. The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP amounts from the Summary Compensation Table Amounts. The Summary Compensation Table amounts and the CAP amounts do not reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. Equity compensation fair value was calculated based on assumptions determined in accordance with FASB ASC Topic 718. Valuation assumptions used to calculate fair values did not materially differ from those used to calculate fair values at the time of grant as reflected in the Summary Compensation Table Amounts. |

  28. PAY VERSUS PERFORMANCE

    | Average Non-PEO NEOs Compensation Actually Paid Detail | | | | | | | | Compensation Actually Paid Detail | | | | | | Compensation Element | 2021($) | 2022($) | 2023($) | 2024($) | 2025($) | | Summary Compensation Table (SCT) Reported Total Compensation | 1,297,940 | 1,332,144 | 525,708 | 1,290,151 | 1,007,980 | | Aggregate SCT Reported Equity Compensation (-) | (761,219) | (879,966) | (50,917) | (805,848) | (400,180) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | 1,622,442 | 696,792 | 28,028 | 651,907 | 905,687 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | 2,990,380 | (969,267) | (1,063,898) | (82,877) | 263,837 | | Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | — | — | 13,791 | — | 23,117 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Vesting During Covered FY (+/-) | 14,880 | (920,884) | (144,677) | (84,501) | (100,980) | | Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | — | — | — | (19,905) | — | | Compensation Actually Paid Determination | 5,164,423 | (741,181) | (691,965) | 948,927 | 1,699,461 |

  29. PAY VERSUS PERFORMANCE

    | (4) Cumulative total shareholder return (TSR) calculated based on an assumed $100 investment as of December 31, 2021. The peer group TSR reflects the TSR of the NASDAQ Clean Edge Green Energy Index | | (5) Adjusted EBITDA is defined as net income attributable to common shareholders, including impact from redeemable non-controlling interests, before provision (benefit from) income tax provisions, other expenses net, depreciation, amortization of intangible assets, accretion of asset retirement obligations, contingent consideration expense, stock-based compensation expense, energy asset impairment, restructuring and other charges, gain or loss on sale of equity investment, and gain or loss upon deconsolidation of a variable interest entity. |

  30. PAY VERSUS PERFORMANCE

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

  31. PAY VERSUS PERFORMANCE

    | Revenue | | Adjusted EBITDA |

  32. PAY VERSUS PERFORMANCE

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

  33. PAY VERSUS PERFORMANCE

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