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opportunities, and our FTN pipeline is mostly RNG, fleet decarbonization and ecological restoration. This balanced profile allows investors to participate across the entire clean energy transition market.

The business outlook is the brightest it has ever been. The energy transition to a lower carbon world is accelerating with supportive public policy. The Inflation Reduction Act will positively affect our business as evidenced by our clients increasing their pipelines due to the long-term ITC/PTC policy certainty and tax credits for renewable fuels. Tax credits for battery storage have made standalone projects conducive for investment, an example of policy accelerating new, investable asset classes for us. Transferability of tax credits will expand the tax capacity available for renewable projects, as well as provide an opportunity for us to participate in those transactions. And finally, the Bipartisan Infrastructure Law and the CHIPS and Science Act provide a constructive policy backdrop for new transmission and onshoring manufacturing. In my over 40-year career, I never imagined this level and duration of policy support for the energy transition. This is unmitigated good news for HASI.

Because of this policy backdrop, our clients’ aspirations are expanding, and we believe our tenured participation in this industry positions us well for continued programmatic investment with our top-tier client base. HASI has a proven strategy, executed by a mission-driven team committed to not only producing superior risk-adjusted returns, but also making a meaningful difference on climate.

ESG Progress

2022 marked the year that investors and regulators rightfully began to seriously demand standardization, rigor, and transparency in ESG initiatives and reporting. Thankfully, HASI has been at the vanguard of these efforts since our IPO.

At HASI, we embed our purpose into our corporate mission: Every investment improves our climate future. This ensures ESG is a core aspect of our process – not an incidental byproduct. As a result, our thoughtful and rigorous ESG strategy focuses on issues most material to our business. We’ve made significant progress on each of the ESG fronts.

On the environmental front, we revamped our industry-leading CarbonCount metric to incorporate real-time emissions factors, ensuring we measure, report, and understand the carbon emissions avoided by each and every one of our investments. This level of precision positions us in a class of our own among publicly traded U.S. financial institutions. In addition, with other leading corporates, we co-founded the Emissions First Partnership to improve corporate and investor emissions accounting by moving beyond megawatt-hour matching and focusing more on quantified emissions impact.

Recently, Maryland’s new Governor Wes Moore was asked if he had appointed a historically diverse cabinet to “try to make a point.” He replied, “No. I want to win.”² There is strength, wisdom, and competitive advantage in diversity and HASI continues to drive diversity and inclusivity within our workforce. Further, we established Business Resource Groups to foster support and mentorship among our employees, prosperity that will benefit them and ultimately our shareholders. The HASI Foundation expanded its reach and capability with the appointment of external Board members and made an impact at the intersection of climate change and social justice with over ten generous grants.

Finally, we continued to enhance our corporate governance by separating the CEO and Chair roles and adding new directors to our board. Now, a majority of our independent directors comprise women and persons of color – exceedingly rare for US public companies.

To our mission-driven team, all of these accomplishments were essential to growing the long-term shareholder value reflective of the significant value we created for our clients, employees, and community – indeed, all of our stakeholders. We remain enormously proud of our team and our ability to grow our business while also making the world a better place.

Conclusion

HASI is in the best market, with the best clients, deploying the best business model. Do we have the best team? To paraphrase Governor Moore: I want to win, and I’d hate to compete with us. I thank this team for their intelligence, their hard work and commitment to the company mission.

Respectfully, Jeffrey W. Eckel Executive Chair April 2023

NOTICE OF 2023 ANNUAL

MEETING OF STOCKHOLDERS

When June 7, 2023 9:30 a.m. Eastern Time	Where The meeting will be held via a live webcast at www.virtualshareholdermeeting.com/HASI2023 (password: enter your 16 digit control number)	Record Date Close of business on April 12, 2023

TABLE OF CONTENTS

PROXY SUMMARY

This summary highlights certain information from this Proxy Statement, but does not contain all the information that you should consider. Please read the entire Proxy Statement before voting your shares. For more complete information regarding our 2022 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2022.

When		Where		Record Date
June 7, 2023 9:30 a.m. Eastern Time		The meeting will be held via a live webcast at www.virtualshareholdermeeting.com/HASI2023 (password: enter your 16 digit control number)		Close of business on April 12, 2023

MEETING AGENDA

The matters we will act upon at the Annual Meeting are:

PROPOSAL	BOARD OF DIRECTORS RECOMMENDATION		More information
Elect eleven director nominees to serve on our board of directors until the Company’s 2024 annual meeting of stockholders and until their respective successors are duly elected and qualify		FORall nominees listed below	Page 10
Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2023		FOR	Page 43
Approve, on a non-binding, advisory basis, the compensation of our named executive officers		FOR	Page 45
Approve, on a non-binding basis, the option of “One” year as the frequency for future advisory votes on compensation of our Named Executive Officers		FOR “One” year frequency	Page 73

DIRECTOR NOMINEES¹

Name		Age		Independent		Principal occupation		Committees		Other public boards		Director since
Jeffrey W. Eckel Executive Chair		64				Former Chief Executive Officer & President, Hannon  Armstrong Sustainable Infrastructure Capital, Inc.				0		Executive Chair since March 2023; Chair from  2013 to February 2023; Director since 2013
Jeffrey A. Lipson Chief Executive Officer		55				Chief Executive Officer & President, Hannon Armstrong Sustainable Infrastructure Capital, Inc.				0		2023
Teresa M. Brenner Lead Independent Director		59				Former Managing Director & Associate General Counsel, Bank of America Corporation		Compensation,  NGCR (Chair)		0		Lead Independent Director since 2019; Director since 2016
Lizabeth A. Ardisana		72				Chief Executive Officer & Principal Owner, ASG Renaissance, LLC		Compensation, NGCR		2		2022
Clarence D. Armbrister		65				President, Johnson C. Smith University		NGCR, Finance and Risk		0		2021
Michael T. Eckhart		74				Clinical Professor of Sustainable Finance, University of Maryland Adjunct Professor of Environmental Finance, Columbia University		NGCR, Finance and Risk		0		2019
Nancy C. Floyd		68				Former Managing Director, Nth Power LLC		Audit, Finance and Risk		1		2021
Charles M. O’Neil		70				Former Chief Executive Officer and Chairman of the  Board, ING Capital, LLC		Finance and Risk (Chair), NGCR		0		2013
Richard J. Osborne		72				Former Chief Financial Officer, Duke Energy Corporation		Audit, Compensation (Chair)		0		2013
Steven G. Osgood		66				Chief Executive Officer, Square Foot Companies, LLC		Audit (Chair), Compensation		1		2015
Kimberly A. Reed		52				Former Chairman of the Board of Directors, President, and Chief Executive Officer, Export-Import Bank of the United States		Audit, Finance and Risk		2		2023

Back to Contents

DIRECTOR HIGHLIGHTS

Our board of directors exhibits a strong mix of desired attributes, including business experience, tenure, age, diversity and independence. Five of eleven current directors standing for re-election at the Annual Meeting have joined our board of directors since 2019, four of whom are independent directors. The following is a snapshot of some key characteristics of our board of directors immediately following the Annual Meeting assuming all nominees are elected.

GOVERNANCE HIGHLIGHTS

COMPENSATION HIGHLIGHTS

RECENT
HIGHLIGHTS

Key Performance Indicators

Affirmed Current Guidance through 2024

GROWTH
HIGHLIGHTS

PROXY STATEMENT

Our board of directors is currently comprised of seveneleven directors: Jeffrey W. Eckel, Jeffrey A. Lipson, Lizabeth A. Ardisana, Clarence D. Armbrister, Teresa M. Brenner, Michael T. Eckhart, Simone F. Lagomarsino,Nancy C. Floyd, Charles M. O’Neil, Richard J. Osborne, and Steven G. Osgood.Osgood and Kimberly A. Reed (the “director nominees”). In accordance with our charter (the “Charter”“Charter”) and Amended and Restated Bylaws (the “Bylaws”“Bylaws”), each director willexcept Mses. Ardisana and Reed and Mr. Lipson was elected at the 2022 Annual Meeting to hold office until ourthe next annual meeting of stockholders and until his or her successor has been duly elected and qualifies, or until the director’s earlier resignation, death or removal. In accordance with the Charter and Bylaws, in October 2022, the size of our Board was increased from eight to nine and Ms. Ardisana was appointed to fill the resulting vacancy. In March 2023, the size of our Board was increased from nine to eleven and Mr. Lipson and Ms. Reed were appointed to fill the resulting vacancies. Each of the newly appointed directors was appointed to hold office until the next annual meeting of stockholders and until his or her successor has been duly elected and qualifies, or until his or her earlier resignation, death or removal. See “—Identification of Director Candidates” and “—Vacancies.”

Upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee of our board of directors (the “NGCR Committee”), our board of directors has nominated our current directors to stand for election as directors at the Annual Meeting based on the qualifications and experience described in the biographical information below. The procedures and considerations of the NGCR Committee in recommending qualified director nominees are described below under “—Identification of Director Candidates.” Each director nominee’s term will run until the next annual meeting of stockholders following the Annual Meeting and until their respective successors are duly elected and qualify.

It is intended that the shares of our common stock, par value $0.01 per Share (the “Common Stock”) represented by properly submitted proxies will be voted by the persons named therein as proxy holders FOR the election of each of the director nominees listed in this Proxy statement unless otherwise instructed. See “—Voting on Director Nominees” below for more information.

Our board of directors recommends a vote FORthe election of each of the director nominees.

INFORMATION ABOUT THE DIRECTOR NOMINEES¹

JEFFREY W. ECKEL
Age 64 Executive Chair – Board of Directors since 2023		Mr. Eckel has served as executive chair from March 2023. Mr. Eckel served as chief executive officer, president and chair from 2013 through February 2023, and was with the predecessor of our company as president and chief executive officer since 2000 and prior to that from 1985 to 1989 as a senior vice president. Mr. Eckel serves on the board of trustees of The Nature Conservancy of Maryland and DC. Mr. Eckel was appointed by the governor of Maryland to the board of the Maryland Clean Energy Center in 2011 where Mr. Eckel served until 2016 while also serving as its chairman from 2012 to 2014. Mr. Eckel has over 35 years of experience in financing, owning and operating infrastructure and energy assets. Mr. Eckel received a Bachelor of Arts degree from Miami University in 1980 and a Master of Public Administration degree from Syracuse University, Maxwell School of Citizenship and Public Affairs, in 1981. He holds Series 24, 63 and 79 securities licenses. We believe Mr. Eckel’s extensive experience in managing companies operating in the energy sector and expertise in energy investments make him qualified to serve as executive chair.
JEFFREY A. LIPSON
Age 55 Director since 2023 Chief Executive Officer and President		Mr. Lipson has served as chief executive officer and president from March 2023. He served as executive vice president and our chief operating officer from 2021 to February 2023, and as our chief financial officer from 2019 to February 2023. Previously, Mr. Lipson was president and chief executive officer and director of Congressional Bancshares and its subsidiary Congressional Bank (now Forbright Bank). Mr. Lipson has also been a senior vice president and the treasurer of CapitalSource Inc. and its subsidiary CapitalSource Bank and a senior vice president, Corporate Treasury, at Bank of America and its predecessor FleetBoston Financial. Mr. Lipson received a Bachelor of Science degree in Economics from Pennsylvania State University in 1989 and a Masters in Business Administration in Finance from New York University’s Leonard N. Stern School of Business in 1993. Mr. Lipson serves on the board of directors of the Jewish Council for the Aging of Greater Washington. We believe Mr. Lipson’s significant prior experience as a chief executive officer and his extensive financial expertise make him qualified to serve as president and chief executive officer and as a member of our board of directors.
TERESA M. BRENNER
Age 59 Independent Director since 2016 Lead Independent Director since 2019 Committee: •  NGCR Committee (Chair) •  Compensation Committee		Ms. Brenner retired from Bank of America Corporation in 2012, where she served in a variety of roles for approximately 20 years, including most recently as a managing director and associate general counsel. Ms. Brenner served on the board of directors of Residential Capital, LLC from March 2013 to December 2013 during its restructuring and through the confirmation of its bankruptcy proceeding. Ms. Brenner is a member of the National Association of Corporate Directors, the Society of Corporate Governance, and the American Corporate Counsel Association, and is a member in good standing of the North Carolina State Bar. Ms. Brenner has also held a variety of philanthropic and civic roles, including serving as president of Temple Israel and chairperson of Right Moves for Youth. Ms. Brenner received a Bachelor of Arts degree magna cum laude and with honors in history from Alma College in 1984 where she was inducted into Phi Beta Kappa and a Juris Doctorate cum laude from Wake Forest University School of Law in 1987 where she was a Carswell Scholar and an editor of its Law Review. We believe Ms. Brenner’s extensive experience in corporate governance and corporate strategy, law and compliance, and finance and capital markets gives her valuable insight and enables her to make significant contributions as a member of our board of directors.

LIZABETH A. ARDISANA
Age 72 Independent Director since 2022 Committee: •  Audit Committee •  Compensation Committee		Ms. Ardisana is chief executive officer and the principal owner of ASG Renaissance LLC, which she founded in 1987. ASG Renaissance is a technical and communication services firm with more than three decades of experience providing services to a wide range of clients in the automotive, environmental, defense, construction, healthcare, banking and education sectors. She is also chief executive officer of Performance Driven Workforce LLC, a scheduling and staffing firm that was founded in 2015 and has since expanded into five states. Prior to founding ASG Renaissance LLC, Ms. Ardisana worked at Ford Motor Company for 14 years, holding various management positions in vehicle development, product planning and marketing. As a Hispanic and female business owner, Ms. Ardisana is an active business and civic leader in Michigan. She has served on the boards of publicly held Clean Energy Fuels Corp. (Nasdaq: CLNE) since 2019 and Huntington Bancshares Inc. (Nasdaq: HBAN) since 2016. She also serves on the board of the privately held U.S. Sugar Corporation. She was a member of the board of Citizens Republic Bancorp, Inc. from 2004 to 2013, and a member of the board of FirstMerit Corporation from 2013 to 2016. She has held numerous leadership positions in a variety of nonprofit organizations, including The Skillman Foundation, Charles Stewart Mott Foundation, Kettering University, Metropolitan Affairs Coalition, Focus: HOPE, and NextEnergy. Ms. Ardisana was appointed by the governor of Michigan to the executive board of the Michigan Economic Development Corporation and chairs its finance committee. She is the vice chair of the board of Wayne Health, where she serves on the audit committee and compensation committee. Ms. Ardisana holds a Bachelor of Science degree in mathematics and computer science from the University of Texas, a Master of Science degree in mechanical engineering from the University of Michigan, and a Master of Business Administration degree from the University of Detroit. We believe Ms. Ardisana’s significant experience and relationships in the automotive and environmental industries, as well as skills acquired through serving as a chief executive officer and as a member of multiple public and private company boards give her valuable insights and enable her to make significant contributions as a member of the Board.
CLARENCE D. ARMBRISTER
Age 65 Independent Director since 2021 Committee: •  Finance and Risk Committee •  NGCR Committee		Mr. Armbrister has served as president of Johnson C. Smith University since January 1, 2018. Previously, Mr. Armbrister served as president of Girard College from 2012 to 2017. Mr. Armbrister has served as chair of the audit committee and a member of the compensation committee of Health Partners Plans Inc. since 2016. From 2008 to 2011, Mr. Armbrister served as chief of staff to the former Mayor of Philadelphia, Michael A. Nutter. Mr. Armbrister also served as senior vice president for administration and subsequently executive vice president and chief operating officer of Temple University from 2003 to 2007. Prior to that Mr. Armbrister served as vice president and director in the Municipal Securities Group and in other positions at PaineWebber & Co. (subsequently UBS PaineWebber Incorporated) from 1999 to 2003 and also served as an adjunct faculty member of the Beasley School of Law at Temple University from 1997 to 1998. From 1996 to 1998, Mr. Armbrister served as managing director of the Philadelphia School District and prior to that, in 1994, he was appointed Philadelphia City treasurer. From 1982 to 1994, Mr. Armbrister was an associate and then partner at Saul, Ewing, Remick & Saul (currently known as Saul Ewing Arnstein & Lehr LLP). Mr. Armbrister also serves on the boards of various organizations, including the board of directors for Health Partners Plan, the board of trustees of Devereux Advanced Behavioral Health and the board of Charlotte Regional Business Alliance. Mr. Armbrister is also a former member of the board of directors of the National Adoption Center and the Community College of Philadelphia’s board of trustees. Mr. Armbrister received a Bachelor of Arts degree in Political Science and Economics from the University of Pennsylvania in 1979 and a Juris Doctor degree from the University of Michigan Law School in 1982. We believe Mr. 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 our board of directors.

MICHAEL T. ECKHART
Age 74 Independent Director since 2019 Committee: •  Finance and Risk Committee •  NGCR Committee		Mr. Eckhart has served as a clinical professor of sustainable finance at the University of Maryland School of Public Policy since 2020, and also as an adjunct professor at Columbia University’s Graduate School of International and Policy Affairs, teaching Environmental Finance since 2016. In 2019, Mr. Eckhart retired as managing director and global head of Environmental Finance from Citigroup, Inc., where he led Citigroup Inc.’s work in establishing the Green Bond Principles. Prior to joining Citigroup in 2011, Mr. Eckhart was the founding president of the American Council on Renewable Energy, a Washington DC-based 501(c)(3) non-profit organization that unites finance, policy and technology to accelerate the transition to a renewable energy economy. He previously led the SolarBank Initiative in Europe, India and South Africa, and worked in power generation and advanced technology with United Power Systems, Aretê Ventures, General Electric Company and Booz, Allen & Hamilton. Prior to that, he also served in the U.S. Navy Submarine Service. He has received several awards including Renewable Energy Man of the Year of India, the Skoll Award for Social Entrepreneurship, and the International Solar Energy Society’s Global Policy Leadership Award. He is vice chairman of the Oyster Recovery Partnership in Maryland and a director of the International Solar Energy Society headquartered in Frieberg Germany. He received a Bachelor of Science degree in Electrical & Electronic Engineering from Purdue University and a Master in Business Administration from Harvard Business School. We believe Mr. Eckhart’s extensive experience in renewable energy and finance makes him qualified to serve as a member of our board of directors.
NANCY C. FLOYD
Age 68 Independent Director since 2021 Committee: •  Audit Committee •  Finance and Risk Committee		Ms. Floyd served as a managing director of Nth Power LLC, a venture capital firm she founded that specialized in clean energy technology, from 1993 to 2022. 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 that was sold to IBM. In 1982, Ms. Floyd founded and served as chief executive officer of NFC Energy Corporation, one of the first wind development companies in the United States, which she successfully sold. From 1977 to 1980, Ms. Floyd served as director of special projects of Vermont Public Service Board (currently known as Vermont Public Utility Commission). Ms. Floyd has also served on the boards of 14 private, high growth, clean tech companies and was chair of the board for 4 of them. Since 2020, Ms. Floyd has been a board member, chair of the audit committee and member of the compensation committee and nominating and corporate governance committee of Beam Global (Nasdaq: BEEM, BEEMW). She also served as a member of the board and chair of the audit committee of AltaGas Services and AltaGas Power Holdings (U.S.) Inc. (TSX: ALA) from 2018 to 2019, and board member of WGL Holdings, Inc. and Washington Gas (NYSE: WGL) from 2011 to 2018, where she sat on the audit committee and governance committee. Also, Ms. Floyd has served as fund advisor to Activate Capital from 2018 to 2021 and on the investment committee for The Christensen Fund from 2017 to 2021. Ms. Floyd received a Bachelor of Arts degree in Government from Franklin & Marshall College in 1976 and a Master of Arts degree in Political Science from Rutgers University in 1977. We believe Ms. Floyd’s extensive experience in clean energy technology and utilities makes her qualified to serve as a member of our board of directors.
CHARLES M. O’NEIL
Age 70 Independent Director since 2013 Committee: •  Finance and Risk Committee (Chair) •  NGCR Committee		Mr. O’Neil retired from ING Capital, LLC, at the end of 2015, where he served in a variety of executive and management roles for over 20 years, including as president, chief executive officer and chairman of the board of ING Capital, LLC and head of Structured Finance, Americas, the largest operating unit of ING Capital. Mr. O’Neil received a Bachelor of Science degree in Finance from The Pennsylvania State University in 1974 and a Master in Business Administration degree in International Finance from Fordham University in 1978. We believe Mr. O’Neil’s experience of over 35 years in structured and project finance focusing on energy related projects, combined with his senior management role with a large international bank’s wholesale banking activities in the Americas, makes him qualified to serve as a member of our board of directors.

RICHARD J. OSBORNE
Age 72 Independent Director since 2013 Committee: •  Compensation Committee (Chair) •  Audit Committee		Mr. Osborne retired from Duke Energy Corporation in 2006, having served in a variety of executive roles including chief financial officer, chief risk officer, treasurer and group vice president for Public & Regulatory Affairs during his 31 years with the organization. Mr. Osborne also served as a director of Duke Energy Field Services, a joint venture between Duke Energy Corporation and ConocoPhillips, and as a director of TEPPCO Partners, LP, a master limited partnership managing mid-stream energy assets. He also chaired the Finance Divisions of the Southeastern Electric Exchange and Edison Electric Institute, and was a founding board member of the Committee of Chief Risk Officers. Subsequent to leaving Duke Energy, Mr. Osborne executed consulting assignments for clients in, or serving, the energy industry. Mr. Osborne presently serves on the boards of Chautauqua Institution and the Penland School of Craft. Mr. Osborne received a Bachelor of Arts degree in History and Economics from Tufts University in 1973 and a Master of Business Administration from the University of North Carolina at Chapel Hill in 1975. We believe that Mr. Osborne’s over 35 years of experience in energy sector finance makes him qualified to serve as a member of our board of directors.
STEVEN G. OSGOOD
Age 66 Independent Director since 2015 Committee: •  Audit Committee (Chair) •  Compensation Committee		Mr. Osgood has served as the chief executive officer of Square Foot Companies, LLC, a Cleveland, Ohio based private real estate company focused on self-storage and single-tenant properties since 2008. Mr. Osgood is also a trustee for National Storage Affiliates Trust, a real estate investment trust (“REIT”) focused on the ownership of self-storage properties, since its public offering in April 2015. Mr. Osgood serves as chair of the finance committee for the company and on its audit committee. Prior to his current position, Mr. Osgood served as president and chief financial officer of U-Store-It Trust (now named CubeSmart), a self-storage REIT from the company’s initial public offering in 2004 to 2006. He also served as chief financial officer of several other REITs. Mr. Osgood is a former Certified Public Accountant. He graduated from Miami University with a Bachelor of Science degree in 1978 and graduated from the University of San Diego with a Masters in Business Administration in 1987. We believe that Mr. Osgood’s REIT experience and over 20 years of experience in corporate finance make him qualified to serve as a member of our board of directors.
KIMBERLY A. REED
Age 52 Independent Director since 2023 Committee: •  Audit Committee •  Finance and Risk Committee		Ms. Reed has served as an external director of Takeda Pharmaceutical Company Limited since June 2022, an independent director of Momentus Inc. since August 2021, and a distinguished fellow at the Council on Competitiveness since February 2021. From May 2019 to January 2021— after being confirmed by the U.S. Senate on a strong bipartisan basis — Ms. Reed served as the first woman chairman of the board of directors, president and chief executive officer of the Export-Import Bank of the United States (EXIM), the nation’s official $135 billion export credit agency, where she worked to help U.S. companies succeed in the competitive global marketplace. She previously served as president of the International Food Information Council Foundation where she focused on agriculture, nutrition, health, and sustainability issues; senior advisor to U.S. Treasury Secretaries Henry Paulson and John Snow; chief executive officers of the Community Development Financial Institutions Fund (CDFI Fund); and counsel to three committees of the U.S. Congress where she conducted oversight and investigations. Ms. Reed also currently serves on the American Swiss Foundation board of directors, Hudson Institute’s Alexander Hamilton Commission on Securing America’s National Security Innovation Base, Krach Institute for Tech Diplomacy at Purdue Advisory Council and Indiana University School of Public Health-Bloomington Dean’s Alliance. Recognized as one of the “100 Women Leaders in STEM,” she received the U.S. Department of Defense’s highest civilian award — the Medal for Distinguished Public Service — and is a Council on Foreign Relations life member and a National Association of Corporate Directors (NACD) Certified Director. She holds a Juris Doctor degree from West Virginia University College of Law and a Bachelor of Science in biology and Bachelor of Arts in government from West Virginia Wesleyan College. We believe Ms. Reed’s experience in government and international finance, as well as her service on U.S. and non-U.S. public company boards, make her qualified to serve as a member of our board of directors.

SKILLS, EXPERTISE AND ATTRIBUTES

The NGCR Committee and our board of directors consider a broad range of factors when selecting nominees. We seek highly qualified director candidates from diverse business, professional and educational backgrounds who combine a broad spectrum of experience and expertise with a reputation for the highest personal and professional ethics, integrity and values. We believe that, as a group, the director nominees bring a diverse range of perspectives that contribute to the effectiveness of our board of directors as a whole.

The table below represents some of the key skills and attributes that our board of directors has identified as particularly valuable to the effective oversight of the Company and the execution of our corporate strategy, and the number of directorsdirector nominees that have that skill.skill or attribute. This director skills matrix is not intended to be an exhaustive list of each of our director nominees’ skills and attributes or contributions to our board of directors. Further information on each

SKILLS & EXPERTISE
Experience	Eckel	Brenner	Ardisana	Armbrister	Eckhart	Floyd	Lipson	O’Neil	Osborne	Osgood	Reed
Risk Management
Capital Markets
CPA or Financial
Power / Utility / Natural Resources Industries
Financial Services
Strategic Planning
Technology
CEO/Senior Leadership Experience
Mergers & Acquisitions
Corporate Governance
Human Capital Management
Commercial Lending
BACKGROUND
Years on Board	10	7	0	2	4	2	0	10	10	8	0
Age	64	59	72	65	74	68	55	70	72	66	52
Gender Identification	M	F	F	M	M	F	M	M	M	M	F
African American / Black
Asian / South Asian
White / Caucasian
Hispanic / Latino
Indigenous
LGBTQ+
Veteran
Disabled

IDENTIFICATION OF DIRECTOR CANDIDATES

In accordance with Corporate Governance Guidelines (the “Guidelines”) and its written charter, the NGCR Committee is responsible for identifying director nominee, including somecandidates for our board of their specific experience, qualifications, attributesdirectors and skills, isfor recommending director candidates to our board of directors for consideration as nominees to stand for election at our annual meetings of stockholders. Director candidates are recommended for nomination for election as directors in accordance with the procedures set forth in the biographies in this proxy statement.

We will promptly disclose our board of director’s decision whether to accept the “Corporate Governanceresignation as tendered (providing a full explanation of the process by which the decision was reached and, Social and Environmental Responsibility—Corporate Governance Guidelines—Majority Vote Policy” sectionif applicable, the reasons for rejecting the tendered resignation) in a press release, a filing with the SEC or in another broadly disseminated means of this proxy statement.

VACANCIES

In accordance with our Charter and Bylaws, any vacancies occurring on our board of directors, including vacancies occurring as a result of the death, resignation, or removal of a director, or due to an increase in the size of our board of directors, may be filled only by the affirmative vote of a majority of the directors remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is duly elected and qualifies.