Business Context and Reporting Period
This Form 8-K Current Report was filed by Hannon Armstrong Sustainable Infrastructure Capital, Inc. on February 20, 2019. The filing discloses corporate governance changes regarding the appointment and resignation of executive officers effective March 1, 2019.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on personnel changes and compensation arrangements.
Material Changes
- Appointment: Jeffrey A. Lipson was appointed as Executive Vice President, Chief Financial Officer, and Treasurer, effective March 1, 2019.
- Resignation: Brendan Herron resigned as Chief Financial Officer effective March 1, 2019.
- Role Transition: Mr. Herron will remain as an Executive Vice President with an expanded leadership role focusing on strategic growth initiatives and joint venture platforms.
Management Commentary, Risks, and Unusual Items
Employment Agreement Details
An employment agreement was entered into with Mr. Lipson containing the following terms:
- Base Salary: Initial annual base salary of $350,000.
- Bonus: Eligibility for annual cash performance bonuses based on goals set by the Compensation Committee.
- Equity: Eligibility for Limited Partner Profit Interests (LTIP Units), restricted stock, and stock options under the 2013 Equity Incentive Plan.
- Severance: In the event of termination without cause, Mr. Lipson is entitled to accrued compensation, nine months of base salary, and 75% of his average annual bonus over the three most recent fiscal years.
- Restrictions: The agreement includes standard confidentiality provisions and non-competition/non-solicitation clauses effective during employment and for nine months post-termination.
Background
Mr. Lipson joined the company in January 2019 as Deputy Chief Financial Officer. His prior experience includes serving as CEO of Congressional Bank (2013–2018) and holding senior treasury roles at CapitalSource and Bank of America.
Investor Verification Checklist
- Verify the effective date of the CFO transition (March 1, 2019) and the specific scope of Mr. Herron's new strategic role.
- Review the full text of the employment agreement filed as an exhibit in the next periodic report for complete terms.
- Monitor future filings for the specific performance goals established for Mr. Lipson's 2019 bonus.
- Confirm that no undisclosed transactions or family relationships exist between Mr. Lipson and current directors or officers.