Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers. OnFebruary 17, 2021 ,Hannon Armstrong Sustainable Infrastructure Capital, Inc. (the "Company") announced the election ofClarence D. "Clay" Armbrister andNancy C. Floyd to become new independent directors of the Company's Board of Directors (the "Board") to be effective as ofMarch 1, 2021 . In connection with these elections the Board increased the size of the Board by two directors.Mr. Armbrister , 63, has served asPresident ofJohnson C. Smith University sinceJanuary 1, 2018 . Previously,Mr. Armbrister served asPresident ofGirard College from 2012 to 2017.Mr. Armbrister has served as Chair of the Audit Committee and a member of theCompensation Committee of Health Partners Plans Inc. since 2016. From 2008 to 2011,Mr. Armbrister served as Chief of Staff to the former Mayor ofPhiladelphia ,Michael A. Nutter .Mr. Armbrister also served as Senior Vice President for Administration and subsequently Executive VicePresident and Chief Operating Officer ofTemple University from 2003 to 2007. Prior to that,Mr. Armbrister served as Vice President and Director in theMunicipal Securities Group and in other positions atPaineWebber & Co. (subsequentlyUBS PaineWebber Incorporated ) from 1999 to 2003 and also served as an Adjunct FacultyMember of the Beasley School of Law atTemple University from 1997 to 1998. From 1996 to 1998,Mr. Armbrister served as Managing Director of thePhiladelphia School District and prior to that, in 1994, he was appointedPhiladelphia City Treasurer. From 1982 to 1994,Mr. Armbrister was an associate and then Partner at Saul, Ewing, Remick & Saul (currently known asSaul Ewing Arnstein & Lehr LLP ).Mr. Armbrister also serves on the boards of various organizations, including the Board of Directors for Health Partners Plan, theBoard of Trustees ofDevereux Advanced Behavioral Health and theBoard of Charlotte Regional Business Alliance .Mr. Armbrister is also a former member of the Board of Directors of the National Adoption Center and theCommunity College of Philadelphia's Board of Trustees .Mr. Armbrister received a Bachelor of Arts degree in Political Science and Economics from theUniversity of Pennsylvania in 1979 and a Juris Doctor degree from theUniversity of Michigan Law School in 1982. The Company believesMr. 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 the Board.Ms. Floyd , 66, has served since 1993 as a Managing Director ofNth Power LLC , a venture capital firm she founded that specializes in clean energy technology. 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. In 1982,Ms. Floyd founded and later served as Chief Executive Officer ofNFC Energy Corporation , one of the first wind development companies inthe United States . From 1977 to 1980,Ms. Floyd served as Director of Special Projects ofVermont Public Service Board (currently known asVermont Public Utility Commission ).Ms. Floyd has also served on the boards of various organizations, including Chair of the Board and Chair of theCompensation Committee of Tempronics , Inc. since 2014, member the Board of Directors ofFirst Fuel Inc. from 2014 to 2019,Glasspoint Solar from 2014 to 2020, Chair of theAudit Committee of AltaGas Services andAltaGas Power Holdings (U.S.) Inc. (TSX: ALA) from 2018 to 2019, and member of the Audit and Governance Committees ofWGL Holdings, Inc. andWashington Gas (NYSE: WGL) from 2011 to 2018, among others. Also, since 2018,Ms. Floyd has served as Fund Advisor toActivate Capital and, since 2017, on the Investment Committee forThe Christensen Fund .Ms. Floyd received a Bachelor of Arts degree in Government fromFranklin & Marshall College in 1976 and a Master of Arts degree in Political Science fromRutgers University in 1977. The Company believesMs. Floyd's extensive experience in clean energy technology and utilities makes her qualified to serve as a member of the Board. EffectiveMarch 1, 2021 ,Mr. Armbrister was also appointed by the Board to serve as a member of theNominating, Governance and Corporate Responsibility Committee andMs. Floyd was appointed to serve as a member of the Audit Committee and theFinance and Risk Committee . The Board has determined that bothMr. Armbrister andMs. Floyd are independent pursuant to theNew York Stock Exchange listing standards, the Company's corporate governance guidelines, its independence standards and the written charter of theNominating, Governance and Corporate Responsibility Committee . The Board has also determined thatMs. Floyd qualifies as an "audit committee financial expert" as defined inSEC rules. As independent members of the Board and members of various Board committees,Mr. Armbrister andMs. Floyd will each be entitled to receive a pro rata portion of the annual director compensation as more fully described in the Company's Proxy Statement filed with theSEC onApril 15, 2020 . There are no arrangements or understandings with any person pursuant to which eitherMr. Armbrister orMs. Floyd was elected as a director of the Board. NeitherMr. Armbrister norMs. Floyd is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K under theU.S. Securities Act of 1933, as amended.
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