Business Context and Reporting Period
Company: HA Sustainable Infrastructure Capital, Inc. (HASI)
Filing Type: Form 8-K (Current Report)
Date of Report: March 25, 2026
Event: Adoption of the Executive Protection Plan (Severance Plan) effective May 1, 2026.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements.
Material Changes
The Company adopted a new Executive Protection Plan on March 25, 2026, establishing severance benefits for the CEO and other management employees. The plan categorizes employees into three tiers with specific payout structures based on the nature of termination (Change in Control vs. Non-Change in Control).
Guidance, Outlook, and Plan Details
Severance Plan Structure
The plan becomes effective May 1, 2026. Benefits are triggered by a "Qualifying Termination" (termination without Cause or resignation due to Constructive Termination for Tier A/B).
Change in Control Period Benefits
- Tier A (CEO): 3.0x (Base Salary + Average Bonus) + 24 months COBRA.
- Tier B (Named Executives): 2.0x (Base Salary + Average Bonus) + 18 months COBRA.
- Tier C (Other Management): 1.5x (Base Salary + Average Bonus) + 12 months COBRA.
Non-Change in Control Benefits
- Tier A (CEO): 3.0x (Base Salary + Average Bonus) + 24 months COBRA.
- Tier B (Named Executives): 1.5x (Base Salary + Average Bonus) + 18 months COBRA.
- Tier C (Other Management): 1.0x (Base Salary + Average Bonus) + 12 months COBRA.
Conditions and Restrictions
- Eligibility requires signing a participation agreement and a release of claims.
- Benefits are subject to reduction to avoid excise taxes under Section 4999 of the Internal Revenue Code ("Golden Parachute" rules) if the after-tax benefit is greater than the full payment plus tax.
- No tax gross-up payments are provided.
Investor Verification Checklist
- Verify the specific definitions of "Cause," "Constructive Termination," and "Change in Control" in the full Severance Plan text (to be filed as an exhibit to the Q1 2026 Form 10-Q).
- Confirm the current annual base salary and average bonus for the CEO and Named Executive Officers to calculate potential liability.
- Review the Compensation Committee's discretion in designating employees to Tier C.
- Assess the potential impact of the "Golden Parachute" reduction clause on total payout amounts in a Change in Control scenario.