Business Context and Reporting Period
This Form 8-K filing by Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the "Company") reports corporate governance changes effective April 7, 2016. The report was filed on April 6, 2016, and signed on April 8, 2016.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
- Resignation: Jackalyne Pfannenstiel resigned from the Board of Directors, as well as her roles as Chairperson of the Nominating and Corporate Governance Committee and member of the Compensation Committee. The resignation was not due to any disagreement with the Company.
- Appointment: Teresa Brenner was elected as an independent director to replace Ms. Pfannenstiel. She was also appointed Chairperson of the Nominating and Corporate Governance Committee.
- Qualifications: The Board determined Ms. Brenner is independent under NYSE listing standards. She brings approximately 20 years of experience from Bank of America Corporation, including roles as Managing Director and Associate General Counsel.
Compensation and Governance Details
In connection with her appointment, Ms. Brenner received the following compensation:
- Cash Retainer: $65,000 annual cash retainer for board service.
- Committee Chair Retainer: $10,000 annual cash retainer for serving as Chairperson of the Nominating and Corporate Governance Committee.
- Equity Award: 3,533 shares of restricted common stock, vesting on March 5, 2018.
The filing contains no guidance, outlook, or discussion of risks and contingencies beyond the standard disclosure regarding the director change.
Investor Verification Checklist
- Verify the independence status of the new director, Teresa Brenner, against current NYSE listing standards.
- Confirm the vesting schedule and terms of the 3,533 restricted stock shares awarded to Ms. Brenner.
- Review the Company's proxy statement or subsequent filings to confirm the composition of the Compensation Committee following Ms. Pfannenstiel's departure.