UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

SCHEDULE 14A
(RULE 14a-101)

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Greenbacker Renewable Energy Company LLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Greenbacker Renewable Energy Company LLC

230 Park Avenue, Suite 1560

New York, NY 10169

Dear Shareholder:

You are cordially invited to attend the 20232024 Annual Meeting of Shareholders (the “Annual Meeting”) of Greenbacker Renewable Energy Company LLC (the “Company”), to be held virtually at 9:00 A.M., Eastern Time, on May 31, 202330, 2024. The meeting can be accessed by visiting www.proxypush.com/greenbacker, where you will be able to listen to the meeting live and vote online.

The Notice of 20232024 Annual Meeting of Shareholders and Proxy Statement accompanying this letter provide an outline of the business to be conducted at the Annual Meeting. At the Annual Meeting, you will be asked: (i) to elect seven directors of the Company, who will each serve for a term of one year, or until his/her successor is duly elected and qualified; (ii) to approve by resolution, on an advisory basis, the Company’s executive compensation; (iii) to advise on the frequency of future shareholder advisory votes on the Company’s executive compensation; and (iv)(iii) to transact such other business as may properly come before the Annual Meeting, and any adjournments or postponements thereof.

It is important that your shares of the Company’s limited liability company interests (the “Shares”) be represented at the Annual Meeting regardless of the number of Shares you hold. If you are unable to attend the Annual Meeting in person, we urge you to complete, date and sign the enclosed proxy card and promptly return it in the envelope provided or vote via the Internet at the Company’s electronic voting site at www.proxypush.com/greenbacker. If you do attend the meeting and wish to vote in person, you may revoke your proxy at the meeting.

To attend the Annual Meeting, you must register in advance, using your control number and other information, at www.proxypush.com/greenbacker prior to the deadline of May 26, 202324, 2024 at 5:00 p.m. Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the Annual Meeting and vote online during the meeting.

The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time on May 31, 2023.30, 2024. Online access will open at approximately 8:45 a.m. Eastern Time, and you should allow ample time to log in to the meeting and test your computer audio system. We recommend that you carefully review the procedures needed to gain admission in advance. There will be technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be listed on the email you will receive after completing your registration.

April 17, 2023
26, 2024
New York, New York

Greenbacker Renewable Energy Company LLC

230 Park Avenue, Suite 1560

New York, NY 10169

NOTICE OF 20232024 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 31, 202330, 2024

Notice is hereby given that the 20232024 Annual Meeting of Shareholders (the “Annual Meeting”) of Greenbacker Renewable Energy Company LLC (the “Company”) will be held virtually by visiting www.proxypush.com/greenbacker on May 31, 202330, 2024, at 9:00 A.M., Eastern Time, to consider and act upon the following:

You have the right to receive notice of and to vote at the Annual Meeting if you were a shareholder of record at the close of business on March 15, 2023.April 1, 2024.

To attend the Annual Meeting, you must register in advance, using your control number and other information, at www.proxypush.com/greenbackerprior to the deadline of May 26, 202324, 2024 at 5:00 p.m. Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the Annual Meeting. Shareholders participating in our virtual Annual Meeting will be able to submit questions prior to the Annual Meeting and may listen and vote during the meeting.

The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time on May 31, 2023.30, 2024. Online access will open at approximately 8:45 a.m. Eastern Time, and you should allow ample time to log in to the meeting and test your computer audio system. We recommend that you carefully review the procedures needed to gain admission in advance. There will be technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be listed on the email you will receive after completing your registration.

If you are unable to attend, please sign the enclosed proxy card and return it promptly in the self-addressed, postage-prepaid envelope provided or vote via the Internet at the Company’s electronic voting site at www.proxypush.com/greenbacker. Please refer to the voting instructions provided on your proxy card or on the electronic voting site, as applicable. In the event there are not sufficient votes for a quorum or to approve the proposals at the time of the Annual Meeting, the Annual Meeting may be adjourned in order to permit further solicitation of proxies by the Company.

YOUR VOTE IS IMPORTANT!

Instructions on how to vote your shares of the Company’s limited liability company interests are contained in the Proxy Statement and your proxy card. The Company has enclosed a copy of the Proxy Statement, the proxy card and the Company’s Annual Report on Form 10-K for the year ended December 31, 20222023 (the “Annual Report”). The proxy statement, the proxy card and the Annual Report are also available on the Company’s website at www.greenbackercapital.com/greenbacker-renewable-energy-company.

Submitting your proxy does not affect your right to vote in person if you decide to attend the Annual Meeting. You are urged to submit your proxy as soon as possible, regardless of whether or not you expect to attend the Annual Meeting. You may revoke your proxy at any time before it is exercised at the Annual Meeting.

April 17, 2023
26, 2024
New York, New York

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 31, 2023.30, 2024.

THE PROXY STATEMENT AND ANNUAL REPORT ON FORM 10-K FOR

THE FISCAL YEAR ENDED DECEMBER 31, 20222023 ARE AVAILABLE AT

www.greenbackercapital.com/greenbacker-renewable-energy-company.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING AND IN

ORDER TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE ANNUAL

MEETING, PLEASE SIGN AND RETURN THE ENCLOSED PROXY CARD

AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE

OR VOTE VIA THE INTERNET AT THE ELECTRONIC VOTING SITE AT

www.proxypush.com/greenbacker.

Greenbacker Renewable Energy Company LLC

230 Park Avenue, Suite 1560

New York, NY 10169

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 31, 202330, 2024

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Greenbacker Renewable Energy Company LLC, a Delaware limited liability company (the “Company”), for use at the 20232024 Annual Meeting of Shareholders of the Company (the “Annual Meeting”), to be held virtually at 9:00 A.M., Eastern Time, on Tuesday,Thursday, May 31, 2023.30, 2024. The meeting can be accessed by visiting www.proxypush.com/greenbacker where you will be able to listen to the meeting live and vote online.

To attend the Annual Meeting, you must register in advance, using your control number and other information, at www.proxypush.com/greenbacker prior to the deadline of Friday, May 26, 2023,24, 2024 at 5:00 p.m. Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you to access the Annual Meeting. Shareholders participating in our virtual Annual Meeting will be able to submit questions prior to the Annual Meeting and may listen and vote during the meeting.

This Proxy Statement and the accompanying materials are being mailed to shareholders of record described below on or about April 19, 202329, 2024 and are available at www.greenbackercapital.com/greenbacker-renewable-energy-company.

The Company’s Board of Directors encourages you to read this document thoroughly and take this opportunity to vote, via proxy, on the matters to be decided at the Annual Meeting. As discussed below, you may revoke your proxy at any time before your shares of the Company’s limited liability company interests (“Shares”) are voted at the Annual Meeting.

INFORMATION ABOUT VOTING

Who is entitled to vote at the Annual Meeting?

Only shareholders of record at the close of business on March 15, 2023April 1, 2024 (the “Record Date”) are entitled to receive notice of the Annual Meeting and to vote the shares of the Company’s limited liability company interests (the “Shares”)Shares that they held on the Record Date at the Annual Meeting, or any adjournment or postponement thereof. As of the close of business on the Record Date, we had 198,482,500199,163,476 Shares outstanding. Each Share entitles its holder to one vote at the Annual Meeting.

What is the quorum requirement?

A quorum of shareholders is necessary to hold a valid meeting. Pursuant to the Company’s Fifth Amended and Restated Limited Liability Company Operating Agreement (the “Fifth Operating Agreement”), a quorum will be present if at least a majority of the outstanding Shares entitled to vote are represented by shareholders present at the Annual Meeting or by proxy. On the Record Date, there were 198,482,500199,163,476 Shares outstanding and entitled to vote. Thus, 99,241,25199,581,739 Shares must be represented by shareholders present at the Annual Meeting or by proxy to have a quorum.

Your Shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank, custodian or other nominee) or if you vote in person at the Annual Meeting. Votes withheld from nominees for directors, abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the votes present in person or represented by proxy at the Annual Meeting may adjourn the Annual Meeting to another date.

What is a proxy?

A proxy is a person you appoint to vote your Shares on your behalf. If you are unable to attend the Annual Meeting, our Board of Directors is seeking your appointment of a proxy so that your Shares may be voted. If you vote by proxy, you will be designating Spencer MashChristopher Smith as your proxy. Mr. MashSmith may act on your behalf and have the authority to appoint a substitute to act as your proxy.

How do I vote?

You may attend the Annual Meeting at 9:00 A.M., Eastern Time, on Tuesday,Thursday, May 31, 202330, 2024 at www.proxypush.com/greenbackerwhere you will be able to listen to the meeting live and vote online. Whether you hold Shares directly as the shareholder of record or indirectly as the beneficial owner of Shares held for you by a broker or other nominee (i.e., in “street name”), you may direct your vote without attending the Annual Meeting. You may vote by granting a proxy or, for Shares you hold in street name, by submitting voting instructions to your broker or nominee. You can vote by mail or by Internet. You may authorize your proxy by signing your proxy card and mailing it in the enclosed, postage-prepaid and addressed envelope. For Shares you hold in street name, you may sign the voting instruction card included by your broker or nominee and mail it in the envelope provided. If you want to vote via the Internet, please go to the electronic voting site at www.proxypush.com/greenbackerand follow the on-line instructions. If you vote by the Internet, you do not need to return your proxy card.

How many votes do I have?

On each matter to be voted upon, you have one vote for each Share you own as of the Record Date.

Is my vote confidential?

Yes. All votes remain confidential, unless you provide otherwise.

Can I change my vote after I return my proxy card?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your Shares, you may revoke your proxy in any one of three ways:

If your Shares are held by your broker, bank, custodian or other nominee, you should follow the instructions provided by such broker, bank, custodian or other nominee.

What if I sign and return my proxy but do not provide voting instructions?

Proxy cards or voting instruction cards that are signed, dated and returned but do not contain voting instructions will be voted:

How many votes are needed to approve each proposal?

Proposal No. 1:          For the election of directors, the seven nominees receiving the most “FOR” votes (among votes properly cast in person or by proxy) will be elected. Only votes “FOR” or votes withheld with respect to any or all of the nominees will affect the outcome.

Proposal No. 2:          The resolution approving the Company’s executive compensation is an advisory vote. A majority of votes “FOR” such executive compensation (among votes properly cast in person or by proxy) will approve the Company’s executive compensation. Only votes “FOR” or votes “AGAINST” with respect to the resolution approving executive compensation will affect the outcome.

Proposal No. 3:        The vote to determine when the advisory vote on the Company’s executive compensation should occur is advisory. A majority of votes for “EVERY YEAR” (among votes properly cast in person or by proxy) will recommend seeking the advisory vote on the Company’s executive compensation every year. Only votes for “EVERY YEAR,” “EVERY TWO YEARS” or “EVERY THREE YEARS” with respect to the proposal to seek advisory votes on executive compensation every year will affect the outcome.

How can I find out the results of the voting at the Annual Meeting?

The Company will announce preliminary voting results at the Annual Meeting. The Company will also disclose voting results on a Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) within four business days after the Annual Meeting.

Who is paying for this proxy solicitation?

The Company will pay the entire cost of preparing, assembling, printing, mailing, and distributing these proxy materials and soliciting votes. In addition to the mailing of these proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by the Company’s directors, officers and employees, who will not receive any additional compensation for such solicitation activities.

Where can I obtain additional information?

The Company makes available free of charge on its website, www.greenbackercapital.com/greenbacker-renewable-energy-company, its Annual Report as soon as reasonably practicable after the Company electronically files the Annual Report with the SEC.

DIRECTORS, CORPORATE GOVERNANCE AND EXECUTIVE OFFICERS

Information about the Board of Directors

Our business and affairs are overseen by our Board of Directors, as provided by our Fifth Operating Agreement and Delaware law. The Board of Directors currently has an Audit Committee, a Nominating and/ Corporate Governance Committee and a Compensation Committee and may establish additional committees from time to time as necessary. Each director will serve until the next annual meeting of shareholders or until his or her successor is duly elected. Although the number of directors may be increased or decreased, a decrease will not have the effect of shortening the term of any incumbent director. Any director may resign at any time and may be removed with or without cause by the shareholders upon the affirmative vote of at least a majority of the votes entitled to be cast at a meeting called for the purpose of the proposed removal. The notice of the meeting shall indicate that the purpose, or one of the purposes, of the meeting is to determine if the director shall be removed.

A vacancy created by an increase in the number of directors or the death, resignation, removal, adjudicated incompetence or other incapacity of a director may be filled only by a vote of a majority of the remaining directors. As provided in our Fifth Operating Agreement, nominations of individuals to fill the vacancy of a board seat previously filled by an independent director will be made by the remaining independent directors.

Our Board of Directors consists of seven members, a majority of whom are independent directors as such term is defined in NASDAQ Listing Rule 5605(a)(2). We are prohibited from making loans or extending credit, directly or indirectly, to our directors or executive officers under section 402 of the Sarbanes-Oxley Act of 2002.

Our Board of Directors serves in a fiduciary capacity to us and has a fiduciary duty to our shareholders. This means that each director must perform his or her duties in good faith and in a manner that each director considers to be in our best interest and in the best interests of the shareholders. Our Board of Directors has a fiduciary responsibility for the safekeeping and use of all of our funds and assets and will not employ or permit another to employ such funds or assets in any manner except for the exclusive benefit of us.

Board of Directors

Our Board of Directors includes seven directors. Effective upon the election of directors at the Annual Meeting, our Board of Directors will include the following members:

Biographical Information of Director Nominees

The biographical descriptions for each director include the specific experience, qualifications, attributes and skills that led to the conclusion by our Board of Directors that such person should serve as a director.

David Sher. Mr. Sher has been a board member since our inception in December 2012. Mr. Sher has also served as Chief Executive Officer of Greenbacker Capital Management (“GCM”) since its inception in December 2012, director of Greenbacker Renewable Energy Corporation (“GREC”) since November 2011, and Co-Chief Executive Officer of Greenbacker Group LLC (“Group LLC”) sincefrom August 2012.2012 to May 2022. He is a member of the Company’s investment committee. Prior to joining our company, Mr. Sher was a senior adviser at Prospect Capital Management L.P., a mezzanine debt and private equity firm that manages a publicly traded, closed-end, dividend-focused investment company, from June 2009 to January 2011. Prior to joining Prospect Capital, Mr. Sher was a serial entrepreneur founding a number of ventures in the financial services and brokerage industry. In 2002, Mr. Sher was a founder and Managing Director of ESP Technologies, a leading provider of financial software and services to institutional asset

managers and hedge funds. In May of 2007, that company was sold to a group of investors. Prior to co-founding ESP,

Mr. Sher was a founder and CEO of an online brokerage company, ElephantX dot com Inc. Additionally, in September 1997, he co-founded, developed and managed Lafayette Capital Management LLC, a statistical arbitrage hedge fund. Mr. Sher also spent six years at Bear Stearns where he developed trading ideas and strategies for correspondent clearing customers from 1991 to 1997. Mr. Sher holds a Master of International Affairs from Columbia University and Bachelor of Arts in Political Science from Rutgers University. Mr. Sher was selected to serve as a director because he is the Chief Executive Officer of GCM and has over 20 years of executive experience in various areas, having previously served as founder and chief executive officer of several companies, including two broker-dealers. He has substantial private equity and investing experience involving originated loan transactions, including serving as a senior adviser at Prospect Capital Corporation, a publicly traded business development company (NASDAQ: PSEC). He also has experience working in the renewable energy sector, including a transaction involving the proposed sale of a 28MW biomass power plant to a private equity firm.

Charles Wheeler. Mr. Wheeler has served as our Chief Executive Officer, President, and as a board member since our inception in December 2012. Mr. Wheeler has also served as President of GCM and Co-Chief Executive Officer of Group LLC since August 2012 (having served as a Managing Director of Group LLC since August 2011). He is a member of the Company’s investment committee. Mr. Wheeler is a veteran of the investment banking industry having spent 24 years, from 1987 to January 2011, with the Macquarie Group (“Macquarie”), one of Australia’s leading investment banks. During that time, Mr. Wheeler held several senior positions with the Macquarie, Group, including Head of Financial Products for North America from 2007 to January 2009 and Head of Renewables for North America from September 2007 to December 2010. From 1998 to August 2007, Mr. Wheeler was a Director of the Financial Products Group at Macquarie in Australia with responsibility for the development, distribution and ongoing management of a wide variety of retail financial products, including REITs, infrastructure bonds, international investment trusts and diversified domestic investment trusts. Prior to joining Macquarie, Mr. Wheeler was a tax manager with Touche Ross & Co. in Australia (which was merged into KPMG in Australia). Mr. Wheeler holds a Bachelor of Economics from the University of Sydney University and is a member of the Institute of Chartered Accountants of Australia.Australia and New Zealand. Mr. Wheeler was selected to serve as a director because he is our Chief Executive Officer and has significant knowledge of, and relationships within, the project and structured finance industry and the renewable energy sector due to his numerous positions withover 10 years of leadership of the Macquarie Group.Company. Mr. Wheeler also brings his extensive background in project and structured finance to bear on the renewables sector. He also has experience working in the solar and wind energy sectors while at Macquarie, including a transaction involving the purchase and subsequent management of a large portfolio of distributed solar assets located in California, the consideration of several proposals to invest equity into solar thermal power plants across the Southwest, the acquisition of a wind developer in Texas, and the evaluation of numerous wind development opportunities across Canada and the United States. Furthermore, during his tenure at Macquarie, Mr. Wheeler participated in several other renewable energy resource transactions, including a proposal to invest equity into a significant unlisted geo-thermal developer based in Nevada.

Robert Brennan. Mr. Brennan has been a director since May 2019. Mr. Brennan has served as Co-Chair of the Board of Directors of Group LLC and as a non-executive officer of GCM since December 1, 2017. He is a member of the Company’s investment committee. Mr. Brennan was previously a Senior Managing Director and Head of Guggenheim Partners Commercial Real Estate Finance Group where from 2010 to 2017 he built a national commercial mortgage loan origination, servicing and asset management business responsible for nearly $10 billion of loans for client investment portfolios. Additionally, Mr. Brennan was an executive member and founding investor of Pillar Financial, Guggenheim’s GSE licensed lending, mortgage banking, and servicing affiliate which was sold to SunTrust Bank in late 2016. During his 34-year Wall Street career, Mr. Brennan spent the last 26 years focused on real estate, in which he played a wide range of roles including trading, origination, structuring and banking, and asset management. Mr. Brennan was involved with a broad array of property and project types ranging from conventional incoming producing to project-based transactions. Prior to Guggenheim, he was the Global Head of Credit Suisse’s Real Estate Finance and Securitization Group which was a dominant global leader in the commercial real estate finance industry. Mr. Brennan joined Credit Suisse in November 2000 when it was merged with Donaldson, Lufkin and Jenrette (“DLJ”), where he was a Managing Director and Head of the Commercial Mortgage Group. Mr. Brennan held previous positions at UBS Securities and L.F. Rothschild and started his career in 1983 with E.F. Hutton where he was an Associate in the Investment Banking Division. Mr. Brennan is a graduate of the University of Vermont (“UVM”) and holds a Master of Business Administration from New York University. He is a memberFor the past 10 years, Mr. Brennan was the Chair of UVM’s Investment Sub-committee, responsible for overseeing the Board of Directors of the Commercial Real Estate Finance Council where he chairs the long-range planning and investment committee. He is also a member of the Board of Directors of CRE Finance Council.university’s endowment. Mr. Brennan was selected to serve as a director based upon his extensive experience infinance, investment and asset management.management experience.

Kathleen Cuocolo. Ms. Cuocolo, an independent director since July 2013, is currentlywas President of Syntax, LLC from 2014 to 2020, a company that has created a new class of equity indices — Syntax Stratified Indices. She iswas responsible for overseeing the business and infrastructure development at Syntax of aSyntax’s family of Stratified Indices^TM and Stratified Funds^TM.Exchange Traded Funds. She currently serves as Audit Chair of Monterey Capital Acquisition Corporation, a special purpose acquisition company seeking to acquire businesses in the sustainability field. Ms. Cuocolo was formerly Managing Director, Head of Global ETF Accounting and Administration at Bank of New York Mellon from April 2008 until March 2013. Prior to Bank of New York Mellon, she was President of Cuocolo & Associates from January 2004 through March 2008 where she specialized in board governance services. From September 1982 through July 2003, Ms. Cuocolo served as Executive Vice President of State Street Corporation where she was also Head of US Fund Administration Services and the founder of Exchange Traded Fund Services. In addition to her corporate work, Ms. Cuocolo has served as independent director of Guardian Life Mutual Funds from June 2006 through their acquisition by RS Investments in December 2007, Chairperson of Select Sectors SPDR Trust from August 2000 through October 2007, trustee of SPDR Trust from January 1993 through July 2003, President and Director of The China Fund from September 1999 through July 2003 and President of the State Street Master Funds from January 2000 through July 2003. Ms. Cuocolo received her Bachelor of Arts from Boston College in accounting.Accounting. She is currently and has been a certified public accountant in Massachusetts since 1981.1981 and she holds a masters in Corporate Governance from the American College of Corporate Directors. Ms. Cuocolo was selected to serve as an independent director based upon her extensive experience in financial service administration and as a Board member and an investor.

Cynthia Curtis. Ms. Curtis has been an independent director since May 2019. Since January 2023, Ms. Curtis has served as Senior Vice President, Head of Portfolio ESG at Revantage, a global company services provider serving Blackstone portfolio companies and investments. Her primary focus is value creation through the decarbonization of real estate assets. From August 2015 to January 2023, Ms. Curtis was Senior Vice President of Sustainability for JLL, a Fortune 200 commercial real estate services company, where she was responsible for embedding sustainability broadly throughout JLL’s business as well as those of its clients. Ms. Curtis also collaborated with JLL’s Investor Relations team to engage with investors on JLL’s ESGenvironmental, social and governance (“ESG”) strategy and results and represented the company on the World Green Building Council’s Corporate Advisory Board. Previously, Ms. Curtis has worked in the public, private and non-profit sectors, including Ceres, CA Technologies, where she served as Vice President and Chief Sustainability Officer, and EMC (now Dell), where she was Senior Director, Services Marketing. She lives in the Boston area, is a member of the New England Women in Energy and the Environment chairs the Wellesley Village Church Energy Committee, and built one of the region’s first gold LEED-certified residences. Ms. Curtis holds a Bachelor of Arts in history and psychology from Boston College and a Master of International Management degree from Arizona State University’s Thunderbird School of Global Management. Ms. Curtis was selected to serve as an independent director based on her extensive experience in marketing and sustainability.

Robert Herriott. Mr. Herriott, an independent director since July 2013, founded RBT Public Affairs Group in January 2009. Mr. Herriott has worked in public affairs since 1994 serving in various political, legislative, and governmental liaison roles. In his capacity with RBT Public Affairs Group, Mr. Herriott has been involved with legislative and regulatory issues concerning FATCA, the Dodd-Frank Act, and Investment Management Operational Due Diligence, among others including Green Energy Initiatives and Healthcare. Prior to forming RBT Public Affairs Group, Mr. Herriott served from January 2007 to April 2009 as an internal advisor to the Toy Industry Association assisting in the legislative and regulatory reform of the industry, and harmonizing manufacturing standards between the United States, China and the European Union. Mr. Herriott has testified before legislative bodies regarding pending legislation, and has spoken throughout the U.S. and internationally on how to interact with government, communication strategy, the U.S. legislative process, and specific industry issues pending before governmental entities. Mr. Herriott continues to advise clients on macro and micro governmental and political risk analysis, as well as reputation management and public affairs campaigns. Since joining the Company as an independent director, Mr. Herriott has earned a certificate in Energy Innovation and Emerging Technologies from Stanford University and a Directorship Certification from the National Association of Corporate Directors. Mr. Herriott holds a Bachelor of Arts in political science and psychology from the University of West Georgia. He holds an Energy Innovation and Emerging Technologies Certificate from Stanford University and Directorship Certification from the National Association of Corporate Directors. Mr. Herriott was selected to serve as an independent director based on his extensive experience with legislative and regulatory issues, and with federal government energy initiatives, in particular.

David M. Kastin. Mr. Kastinhas been an independent director since July 2013. SinceFrom December 2022 he has beenthrough September 2023, Mr. Kastin was the Executive Vice President, Chief Legal Officer and Corporate Secretary of Bed, Bath & Beyond, Inc., which filed for bankruptcy protection in April 2023. The confirmation order for the wind down and liquidation of Bed, Bath & Beyond became effective in October 2023. From August 2020 to December 2022, he was the General Counsel and Corporate Secretary of Clever Leaves International, Inc. From August 2015 through January 2020, he was Senior Vice President, General Counsel and Corporate Secretary of Vitamin Shoppe, Inc. From August 2007 through August 2015, Mr. Kastin was Senior Vice President, GeneralPresident-General Counsel and Corporate Secretary of Town Sports International Holdings, Inc. From March 2007 through July 2007, Mr. Kastin was Senior Associate General Counsel and Corporate Secretary of Sequa Corporation, a diversified manufacturer. From March 2003 through December 2006, Mr. Kastin was in-house counsel at Toys “R” Us, Inc.,

most recently as Vice President — Deputy General Counsel. From 1996 through 2003, Mr. Kastin was an associate in the corporate and securities departments at several prominent New York law firms, including Bryan Cave Leighton Paisner LLP. From September 1992 through October 1996, Mr. Kastin was a Staff Attorney in the Northeast Regional Office of the U.S. Securities and Exchange Commission. Mr. Kastin received his Bachelor of Arts in finance at George Washington University and his Juris Doctor from Cardozo School of Law. Mr. Kastin was selected to serve as an independent director based on his extensive experience as a legal and strategic advisor and counsel to publicly traded companies and his expertise in securities and corporate governance matters.

There is no family relationship between and among any of the Company’s executive officers or directors.

The Company’s Board of Directors held 1713 meetings during the fiscal year ended December 31, 2022.2023. All directors attended all of the board meetings held in 2022,2023, except for Kathleen Cuocolo, Cynthia Curtis, and David Sher, who attended all but one board meeting, and Robert Brennan, who attended a majority of the board meetings held in 2022.2023. All committee members attended all of the meetings of the committee(s) of which he/she was a member, if any, during 2022.2023. The Company encourages all directors to attend the annual meeting of shareholders but does not have a written policy on board attendance at its annual meetings of shareholders. Charles Wheeler, David Sher, Kathleen Cuocolo, Cynthia Curtis, Robert Herriott and David KastinAll directors attended the 20222023 annual meeting of shareholders.

Risk Oversight and Board Leadership Structure

Through its direct oversight role, and indirectly through its committees, the Board of Directors performs a risk oversight function for the Company consisting of, among other things, the following activities: (i) at regular and special board meetings, and on an ad hoc basis as needed, receiving and reviewing reports related to the performance and operations of the Company; (ii) reviewing and approving, as applicable, the compliance policies and procedures of the Company; (iii) meeting with the portfolio management team to review investment strategies, techniques and the processes used to manage related risks; and (iv) meeting with, or reviewing reports prepared by, the representatives of the Company’s key service providers, including its independent registered public accounting firm, to review and discuss the Company’s activities and to provide direction with respect thereto.

We operate under the direction of our Board of Directors, a majority of whom are independent ― Kathleen Cuocolo, Cynthia Curtis, Robert Herriott, and David M. Kastin. Charles Wheeler, who also serves as Chief Executive Officer and President of the Company and President of GCM, and David Sher, who also serves as Chief Executive Officer of GCM, and Robert Brennan, who also serves as Co-Chair of the Board of Directors of Group LLC and as a non-executive officer of GCM, are the other members of our Board of Directors.

Charles Wheeler serves as the Company’s Chief Executive Officer as well as Chairman of the Company’s Board of Directors. The Board of Directors believes that Mr. Wheeler is the director with the most knowledge of the Company’s business strategy and is best situated to serve as Chairman of the Company’s Board of Directors.

While the Board of Directors does not currently have a lead independent director, the Board of Directors, after considering various factors, has concluded that its structure of seven directors, four of whom are independent, is appropriate at this time. The Nominating / Corporate Governance Committee of the Board of Directors periodically reviews and makes recommendations to the Board of Directors as to changes in the size, composition, organization, function and operational structure of the Board of Directors and its committees. As the Company’s assets increase, the Board of Directors will continue to monitor the Company’s structure and determine whether it remains appropriate based on the complexity of the Company’s operations.

Committees of the Board of Directors

The entire Board of Directors considers all major decisions concerning the Company’s business. However, the Company’s Fifth Operating Agreement provides that the Company’s Board of Directors may establish such committees as the Board of Directors believes appropriate. The Board of Directors currently has an Audit Committee, a Nominating and/ Corporate Governance Committee, and a Compensation Committee and may establish additional committees from time to time as necessary. The Company’s Board of Directors will appoint the members of the committee in its discretion, provided that each member of the Audit Committee and the Compensation Committee must be independent.

Audit Committee

The members of the Company’s standing Audit Committee are Kathleen Cuocolo, Cynthia Curtis, Robert Herriott, and David M. Kastin, all of whom are independent directors as defined in NASDAQ Listing Rule 5605(a)(2). Kathleen Cuocolo chairs the Company’s Audit Committee and serves as the “audit committee financial expert,” as that term is defined under Item 407 of Regulation S-K of the Exchange Act.

The Audit Committee operates pursuant to a written charter approved by the Company’s Board of Directors and meets periodically, as necessary. The charter was amended and restated effective as of April 25, 2024. The charter sets forth the purpose of the Audit Committee, assists the Company’s Board of Directors in overseeing:including:

A copy of the Audit Committee’s charter is available on the Company’s website: www.greenbackercapital.com/greenbacker-renewable-energy-company. The Audit Committee met fivefour times during the fiscal year ended December 31, 2022.2023. Each of the then-membersmembers of the Audit Committee attended all such meetings.

Nominating and/ Corporate Governance Committee

The members of the Company’s standing Nominating and/ Corporate Governance Committee are Robert Herriott, Cynthia Curtis, Charles Wheeler, Robert Brennan, David Sher, Kathleen Cuocolo, and David M. Kastin. Robert Herriott, Cynthia Curtis, Kathleen Cuocolo, and David Sher, and Charles Wheeler. Robert Herriott and Cynthia CurtisM. Kastin are the independent directors as defined in NASDAQ Listing Rule 5605(a)(2) on the committee. Robert Herriott chairs the Company’s Nominating/Nominating / Corporate Governance Committee.

The Nominating and/ Corporate Governance Committee operates pursuant to a written charter approved by the Company’s Board of Directors and meets periodically, as necessary. The charter was amended and restated effective as of April 25, 2024. The charter sets forth the responsibilitiespurpose of the Nominating and/ Corporate Governance Committee, including:

A copy of the Nominating and/ Corporate Governance Committee’s charter is available on the Company’s website: www.greenbackercapital.com/greenbacker-renewable-energy-company. The Nominating and/ Corporate Governance Committee met one timedid not meet during the fiscal year ended December 31, 2022. Each of the then-members of the Nominating and Corporate Governance Committee attended such meeting.2023

Shareholder Nominations for Director

The Nominating and/ Corporate Governance Committee considers candidates suggested by its members and other directors, as well as the Company’s management and shareholders. A shareholder who wishes to recommend a prospective nominee for our Board of Directors must provide notice to the Company’s corporate secretary in accordance with the requirements set forth in the Company’s Fifth Operating Agreement, the Nominating and/ Corporate Governance Committee charter and any applicable law, rule or regulation regarding director nominations. Nominations should be sent to Spencer Mash, Corporate Secretary, Greenbacker Renewable Energy Company LLC, 230 Park Avenue, Suite 1560, New York, NY 10169.10169, Attn: Shareholder Nominations. To have a candidate considered by the Nominating and/ Corporate Governance Committee, a shareholder must submit the recommendation in writing and must include the following information:

Compensation Committee

Prior to the acquisition of GCM, Greenbacker Administration LLC (“Greenbacker Administration”) and other affiliated companies on May 19, 2022 (the “Acquisition”), the Company did not have a compensation committee because its executive officers did not receive any direct compensation from the Company. However, the compensation payable to the Company’s investment adviser pursuant to the investment advisory agreement had been separately approved by the Board of Directors.

Following the Acquisition, the Company established a Compensation Committee to oversee the approval, administration and evaluation of the Company’s compensation plans and policies, review the compensation of the Company’s directors and executive officers and assist the Board with other related tasks from time to time. The members of the Company’s standing Compensation Committee are Cynthia Curtis, Kathleen Cuocolo, Robert Herriott and David M. Kastin, all of whom are independent directors as defined in NASDAQ Listing Rule 5605(a)(2). Cynthia Curtis chairs the Company’s Compensation Committee.

The Compensation Committee operates pursuant to a written charter approved by the Company’s Board of Directors and meets periodically, as necessary. The charter was amended and restated effective as of April 25, 2024. The charter sets forth the responsibilitiespurpose of the Compensation Committee, including:

A copy of the Compensation Committee’s charter is available on the Company’s website: www.greenbackercapital.com/greenbacker-renewable-energy-company. The Compensation Committee was established in 2023 and therefore did not meetmet six times during the fiscal year ended December 31, 2022.2023. Each of the members of the Compensation Committee attended all such meetings.

Code of Ethics

The Company adopted a written Code of Ethics designed to promote ethical conduct by all of the Company’s directors, officers and employees based upon the standards set forth under Item 406 of Regulation S-K of the Exchange Act. The Code of Ethics applies to all Company employees, including the Company’s principal executive officer, principal financial officer and principal accounting officer. A copy of the Company’s Code of Ethics is available on the Company’s website: www.greenbackercapital.com/greenbacker-renewable-energy-company.

Insider Trading Policy

The Company has not adopted a written insider trading policy governing the purchase, sale, and/or other dispositions of shares by directors, officers and employees of the Company and its subsidiaries. Generally speaking, and assuming no other legal or contractual restrictions or limitations exist (including as provided in the terms of award agreements or other agreements with the Company), shareholders can sell vested shares so long as they are not in possession of material nonpublic information, and they first obtain pre-clearance from the Company. Executive officers and members of the Board of Directors are subject to additional trading restrictions and policies under applicable law. The Company continues to review and evaluate its internal policies and is in the process of formalizing a written insider trading policy.

Shareholder Communications to the Board of Directors

Shareholders may contact an individual director, the Board of Directors as a group, or a specified board committee or group, including the independent directors as a group, by writing to the following address:

Greenbacker Renewable Energy Company LLC

230 Park Avenue, Suite 1560

New York, NY 10169

Attn: Board of Directors

Each communication should specify the applicable addressee or addressees to be contacted as well as the general topic of the communication. The Company will initially receive and process communications before forwarding them to the addressee. The Company generally will not forward to the directors a shareholder communication that the Company determines to be primarily commercial in nature or relates to an improper or irrelevant topic, or that requests general information about the Company.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and each person who owns more than ten percent10% of a registered class of the Company’s equity securities (collectively, “Reporting Persons”) to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s Shares and other equity securities. Reporting Persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms that they file. Based solely on the written representations that no other reports were required, the Company believes that each person who, at any time during such fiscal year, was a Reporting Person complied with all Section 16(a) filing requirements in a timely manner during such fiscal year, except for the following: one Form 3 filing related to holdings of two share classes and one Form 4 filing related to a transaction by Michael Landenberger; one Form 3 filing related to Company holdings of two share classes and two Form 4 filings related to transactions by Mehul Mehta; one Form 3 filing related to Company holdings of two share classes and one Form 4 filing related to a transaction by Spencer Mash; one Form 4 filing related to two transactions by David Sher; and one Form 3 filing related to Company holdings of two share classes and one Form 4 filing related to a transaction by Charles Wheeler. It should be noted that all of the late Form 3 filings relate to the Company’s oversight in making these filings when the Reporting Person became an executive officer of the Company during fiscal year 2022. It should also be noted that five of the six late Form 4 filings referenced above were in connection with the Reporting Persons’ receipt of Class P-I common shares (the “Class P-I Shares”) on December 15, 2022 in their capacity as a member of Group LLC in connection with holdback arrangements related to the Acquisition.year.

Executive Officers

The following table provides information on our current executive officers.

Charles Wheeler. Mr. Wheeler’s biography appears under the heading “Biographical Information of Director Nominees.”

Spencer MashChristopher Smith.. Mr. MashSmith has served asbeen our Chief Financial Officer Treasurer,(“CFO”) since February 2024 and Secretaryalso serves as CFO of GCM. Mr. Smith is a seasoned CFO and as Chief Financial Officerleader, who brings over 20 years of GCMaccounting and Greenbacker Administration since August 2022.finance experience within the energy sector to Greenbacker. Mr. Mash joined GCM’s previous parent, Group LLC, in February 2011. Mr. MashSmith has experience as a finance executive, ranging from startup to large enterprises with an emphasis on energy asset development, investment, and project finance. Over the course of his career, Mr. Smith served as Partner and CFO at SER Capital Partners, a private equity firm focusing on sustainability. Under his tenure, the firm successfully closed on over $500 million in structuring, modeling, performing diligence for,capital commitments, directing investments into critical areas of the energy transition, including battery storage and executing transactions suchenergy efficiency. Mr. Smith led Sunnova Energy, Inc. through its initial public offering in 2019, as mergersthe company’s interim CFO & Treasurer. As Managing Director & Treasurer at Hannon Armstrong Sustainable Infrastructure, he spearheaded the firm’s financial strategy and acquisitions, investmentsclosed numerous bank and capital market transactions. Mr. Smith received an MBA from Harvard University and a BA in private debt securitiesPolitical Science and bankruptcy restructurings. Prior to joining GCM,Chemistry from 2010 to 2011, Mr. Mash was employed by TM Capital Corp., a boutique investment bank where he focused on sell side mergers and acquisitions, assignments, and bankruptcy restructurings. From 2008 to 2009, Mr. Mash was an investment analyst at Gandhara Capital LTD, a long / short hedge fund investing in global large cap public equity. From 2005 to 2008, Mr. Mash was employed by Deerfield Capital Management in its Leveraged Finance Group. Mr. Mash’s duties included performing in-depth due diligence and financial analyses, negotiating loan documentation and monitoring for over 20 investments in private middle market first lien, second lien, mezzanine, and one-stop senior secured debt investments. From 2003 to 2005, Mr. Mash was an analyst at Bank of America Merrill Lynch, where he analyzed, structured, and marketed financial sponsor- and mergers and acquisitions-related leveraged loan and high yield securities. Mr. Mash graduated magna cum laude from Thethe University of Pennsylvania’s Wharton School of Business with a Bachelor of Science in Economics with a concentration in Finance and Marketing.Alabama.

Mehul MehtaMatthew Murphy. Mr. MehtaMurphy has served asbeen our Chief InvestmentOperating Officer (“COO”) since May 20222023 and as the Chief Investment Officer of GCM since October 2021. Mr. Mehta is responsible for analyzing all potential asset acquisitions,corporate and fleet operations and has extensive experience in structuring, modeling,the development, design, construction, and performing diligence foroperation of renewable energy finance.facilities. He joined GCM in

June November of 2016, bringing with him 1012 years of experience within energy finance,in renewable power plant operations working in a wide variety of rolesroles. In his time at GCM, Mr. Murphy has built and manages all of the fleet operations, information technology, and business operations functions over that period.of the company. From 2015 to2012 – 2016 Mr. Mehta worked at BlackRock Infrastructure Investment Group as an Associate within the Global Renewable Power team, helping structure and execute investments into the North American renewable power space. Prior to this role, he worked at UBS withinBorrego Solar Systems, where he started and led their third-party fleets services group from the equity research department helping cover alternative energy and semiconductor capital equipment companies, working on a team consistently ranked as a top research team by Institutional Investor.ground up, eventually growing it to 700 megawatts under management, making it one of the largest such providers in North America at the time. From 2012 to 20142007 – 2011 he worked at Recurrent Energy, a leading solar developer,Peck Electric, the largest electrical contractor in Vermont, where he worked in Business Planningfounded their renewables division and Analysis, helping overseewas responsible for the development, construction,design, and operationsconstruction of solar assetsprojects. During this time Mr. Murphy was also lead instructor for the IBEW’s photovoltaic training program where he certified over 300 electricians in photovoltaic installations and built the first renewable energy training facility in New England. This program was funded and backed by the Originations group helpingDepartment of Energy. Mr. Murphy is an electrician by trade and education and was certified by the National Joint Apprenticeship and Training Committee, where he received his electrical license in 2011. In 2010, he became the youngest person in New England to analyze deals for bidding and executing Power Purchase Agreements. Mr. Mehta beganreceive his career as a power and natural gas options trader, firstNorth American Board of Certified Energy Practitioner’s (NABCEP) energy certification at Bankthe age of America Merrill Lynch from 2006 to 2009 and later from 2009 to 2010 at Hess Energy Trading Company (now Hartree, a part of Oaktree Investments). Mr. Mehta holds a Bachelor of Arts in Mathematics and Economics from New York University and a Master of Business Administration from Yale University.29.

Michael Landenberger. Mr. Landenberger has been our Chief Accounting Officer since August 2022. He is also the Chief Accounting Officer of GCM and Greenbacker Administration. Mr. Landenberger is responsible for all areas of accounting, tax, internal and external financial reporting, including filings with the SEC and related internal controls, has extensive experience with U.S. GAAP, SEC regulations and SOX compliance including technical accounting matters, implementing new accounting standards, managing complex transactions, and internal and external audits. He joined GCM in December 2019, bringing with him almost 20 years of experience in finance and accounting, working for over 10 years in large international and regional public accounting firms and five years in finance and accounting leadership roles at a large public company. Mr. Landenberger worked at a large public company in the senior living industry from 2015 to 2019, the last four years as their Chief Accounting Officer, where he led the restructuring of the financial accounting, operational accounting, and financial reporting departments, including recruitment of sophisticated personnel, restructuring teams and processes to remediate prior control deficiencies. Mr. Landenberger was a member of the Executive Steering Committee and departmental leader for several systems implementations, and business transactions and restructuring. Prior to this role, he worked at a large international public accounting firm in their assurance practice, where he gained significant experience with technical accounting matters and SEC regulations, and also in another large international accounting firm working in their financial due diligence practice assisting clients in both buy and sell-side financial diligence and analysis. Mr. Landenberger holds a Bachelor of Arts in Accounting and Information Systems from the University of Massachusetts Amherst, and is a certified public accountant certified in the state of Massachusetts.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

As a smaller reporting company, we have opted to comply with the executive compensation rules otherwise applicable to “smaller reporting companies,”company” as such term is defined in Rule 12b-2 under the Exchange Act.Act for the fiscal year ended December 31, 2023, we have opted to comply with the executive compensation rules and reduced disclosure requirements otherwise applicable to smaller reporting companies. Our ability to rely on the executive compensation rules and reduced disclosure requirements otherwise applicable to smaller reporting companies will cease after the filing of this proxy statement.

Director Compensation

Compensation Program

Our director compensation program is designed to attract and retain highly qualified directors and align their interests with those of our shareholders. We compensate directors who are not employed by the Company with a combination of cash and equity awards.

The Compensation Committee reviews the director compensation program and recommends proposed changes for approval by the Board of Directors. As part of this review, the Compensation Committee considers: (1) the significant amount of time expended and the skill level required by each director not employed by the Company in fulfilling his or her duties on the Board of Directors and its committees; (2) each director’s role and involvement on the Board of Directors and its committees; and (3) the market compensation practices and levels of our peer companies.

Summary Director Compensation Table For 20222023

The following table sets forth information regarding all forms of compensation that were both earned by and paid to our independent directors during the year ended December 31, 2022.2023.

Narrative to Director Compensation Table

All independent directors earned Board Fees of $165,000$200,000 in 2022. For the period from May to December 2022,2023. Ms. Cuocolo earnedreceived an additional $15,000 as Audit Committee Chair. Going forward, Ms. Cuocolo will be paid $20,000 each complete year for her services as Audit Committee Chair.Chair in 2023.

In connection with the Acquisition, the Company formed a special committee comprised entirely of independent directors who represented a majority of the board of directors of the Company (the “Special Committee”). Members of the Special Committee received a monthly fee of $15,000 per month and the Chair of the Special Committee received an additional $5,000 monthly fee. As a result, Ms. Cuocolo, Ms. Curtis and Mr. Herriott earned total Special Committee Fees of $60,000 in 2022 and Mr. Kastin earned $80,000 as Chair of the Special Committee.

We granted Class P-I Shares to our independent directors in 20222023 in the amounts set forth below:

 15

Executive Officer Compensation

Compensation Program

Our executive compensation program reflects the philosophy that compensation should reward executives for outstanding individual performance and, at the same time, align the interests of executives closely with those of shareholders. To implement that philosophy, the Company aims to reward above-average corporate performance and recognize individual initiative and achievement. Our executive compensation program is designed to attract, retain, motivate, and reward key executives and align their interests with that of our shareholders. We compensate our executive officers with a combination of cash and equity awards.

The Compensation Committee conducts an ongoing review of the Company’s executive compensation program to evaluate whether the program supports the Company’s compensation philosophy and objectives and to monitor the program’s alignment with its strategic business objectives. In connection with this ongoing review, and based on feedback received through our shareholder outreach, the Compensation Committee continues to implement and maintain what it believes are best practices for executive compensation and governance. Below is a summary of those practices:

We set forth here some highlights of our business performance in 2023, which gives context for the compensation that we paid to our executives for 2023.

Our fleet of clean energy projects produced approximately 2.5 million megawatt-hours (“MWh”) of total power during the fiscal year ended December 31, 2023, representing a year-over-year increase of 7%. That increase was primarily due to a 38% annual production increase from our operating solar fleet, which generated nearly 1.5 million MWh of clean power. The new solar assets brought online during the fiscal year ended December 31, 2023, helped drive production growth and contributed an additional $11.4 million to the fleet’s annual operating revenue.

With respect to our independent power producer segment, we—working closely with our contractor Bedrock Renewables—completed our first wind repowers (replacing older wind turbines on existing assets with new, more efficient ones), bringing three projects through redevelopment and construction during the fiscal year ended December 31, 2023. Two of these projects entered commercial operation in late 2023, with the third reaching that milestone in February of 2024. As part of our repower strategy, we and Bedrock Renewables sourced equipment for

the projects domestically, supporting well-paying long-term jobs for Americans and qualifying the facilities for the domestic content tax credit adder.

Along with significant annual revenue and year-over-year production and capacity increases, we also continued to deliver on our sustainability and impact goals during the fiscal year ended December 31, 2023. As of December 31, 2023, our clean energy assets had cumulatively produced approximately 8.7 million MWh of clean power since January 2016, abating over 6.1 million metric tons of carbon.

Adjusted EBITDA is a non-GAAP financial measure that adjusts income (loss) before income taxes to exclude interest, depreciation expense and amortization expense, as well as other income and expense items. Additionally, the Company further adjusts for certain items that are not indicative of the ongoing operating performance of the business. For the year ended December 31, 2023, our Adjusted EBITDA was $31.8 million. For purposes of determining executive officer bonuses for the year ended December 31, 2023, our target Adjusted EBITDA was $70.0 million. We did not meet our target Adjusted EBITDA, in part, because of three wind repower projects. As part of these wind repower projects, existing assets were strategically taken offline which negatively impacted our topline revenues during the fiscal year ended December 31, 2023. See the heading “Non-GAAP Financial Measures” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s Annual Report for a further description and reconciliation of Adjusted EBITDA.

Summary Compensation Table for 20222023

The following table sets forth all compensation awarded to, paid to, or earned by the following named executive officers for the fiscal year ended December 31, 2022. The compensation that we disclose relates to the period (1) beginning May 19, 2022, the date of the Acquisition, and the date on which we began to compensate our named executive officers, and (2) ending on December 31, 2022.2023.

Narrative Disclosure to Summary Compensation Table

The amounts reflected in the Bonus Column for 2023 reflect amounts granted by the Compensation Committee in January 2024 to the named executive officers on a discretionary basis for 2023, which includes amounts paid based on the results of each respective named executive officer’s annual performance review (the “360 Performance and Management Reviews”) for 2023.

The amounts reflected in the Non-Equity Incentive Plan Compensation Column for 2023 reflect amounts earned by the named executive officers for 2023, based on each named executive officer’s achievement of individual performance measures (the “Objectives and Key Results”) for 2023. As we did not achieve our threshold Adjusted EBITDA goals of $56,000,000 for the fiscal year ended December 31, 2023, our named executive officers did not receive any portion of their 2023 bonuses in respect of Adjusted EBITDA performance.

Following is a brief summary of the how the Compensation Committee determined 2023 bonuses for each of our named executive officers.

Charles Wheeler, Chief Executive Officer

The Compensation Committee considered the framework described in the below table to determine Mr. Wheeler’s 2023 annual bonus.

As we did not achieve our Adjusted EBITDA target for the fiscal year ended December 31, 2023, Mr. Wheeler received a reduced annual bonus of $250,000 for the fiscal year ended December 31, 2023. The Compensation Committee considered the 360 Performance and Management Review, the Objectives and Key Results and the following discretionary factors in determining that Mr. Wheeler was entitled to receive a bonus:

Spencer Mash, Chief Financial Officer

The Compensation Committee considered the framework described in the below table to determine Mr. Mash’s 2023 annual bonus.

As we did not achieve our Adjusted EBITDA target for the fiscal year ended December 31, 2023, Mr. Mash received a reduced annual bonus for the fiscal year ended December 31, 2023. In determining that Mr. Mash was entitled to receive a $385,333 bonus in respect of Objectives and Key Results, the Compensation Committee considered the following factors:

The Compensation Committee considered the 360 Performance and Management Review and the following factors when it determined that Mr. Mash was entitled to receive an additional, discretionary bonus in the amount of $364,667:

Matthew Murphy, Chief Operating Officer

The Compensation Committee considered the framework described in the below table to determine Mr. Murphy’s 2023 annual bonus.

In determining that Mr. Murphy was entitled to receive a $264,860 bonus in respect of Objectives and Key Results, the Compensation Committee considered the following factors:

The Compensation Committee considered the 360 Performance and Management Review and the following factors when it determined that Mr. Murphy was entitled to receive an additional, discretionary bonus in the amount of $465,140:

Following is a brief summary of the other core elementelements of the compensation program for our named executive officers.

Greenbacker 2023 Equity Incentive Plan

Under the Greenbacker Renewable Energy Company LLC 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”), an aggregate of 5% of the common shares that are issued and outstanding are available for grants in respect of Class P-I shares to employees and non-employee directors. The maximum number of common shares authorized will be automatically increased by 1% on each anniversary of the effective date of the 2023 Equity Incentive Plan, until the total aggregate amount of issuable shares is 10% of the common shares issued and outstanding. The 2023 Equity Incentive Plan allows for the grant of certain share-based awards. The Company’s Board of Directors determines the period over which share-based awards vest, and awards generally vest over a one to four-year period. As of December 31, 2023, there were 8.5 million shares available for future grants under the 2023 Equity Incentive Plan.

Greenbacker Group LLC Equity Incentive Plan

In connection with the Acquisition, Group LLC adopted the Greenbacker Group LLC Equity Incentive Plan (the “Group LLC EIP”) on May 19, 2022. The Group LLC EIP permits grants of Series E Membership Interests in Group LLC or in GB EO Holder LLC (we refer to these as “EO Awards”). The EO Awards vest in one, two or three tranches over a service period ranging from one, two, three years or longer, depending on whether and when certain run rate revenue levels are achieved. The EO Awards will initially not be entitled to share in any distributions paid by the Company but will have the potential to participate on a share-for-share basis with Class P-I Shares, subject to the satisfaction of separate quarter-end run-rate revenue benchmark targets. For further discussion associated with the terms of these equity grants, see the heading “Share-Based Compensation” in “Note 3. — Acquisitions” in the Notes to Consolidated Financial Statements (Non-Investment Basis) contained in the Company’s Annual Report.

Executive Protection Plan

GREC adoptedmaintains the Greenbacker Renewable Energy Corporation Executive Protection Plan (the “EPP”) on May 19, 2022 for the benefit of certain management employees of GREC, the Company and their respective subsidiaries. The EPP provides for severance payments to participating executives of the Company following involuntary terminations of employment without cause or terminations of employment by the participating executives following a constructive termination of the executives’ employment. The severance provided under the EPP is conditioned on the executive’s adherence to certain restrictive covenants and the execution and non-revocation of a general release of claims.

Offer Letters

In connection with the closingThe material terms of the Acquisition,employment of and compensation for each of Messrs. Wheeler, MehtaMash and Mash receivedMurphy are detailed in offer letters from GREC, which set forth the material terms of their employment and compensation.GREC.

The material terms of Mr. Charles Wheeler’s employment are as follows: (i) a base salary of $500,000; (ii) a target bonus of 100% of base salary; (iii) participation in the EPP, under which Mr. Wheeler would be entitled to severance following a termination without cause by GREC or a constructive termination of Mr. Wheeler (each as defined in the EPP) equal to 2.0x the total amount of his base salary and average annual bonus; (iv) severance for a qualifying termination following a change of control equal to 3x the total amount of his base salary and average annual bonus; (v) a restrictive covenant period for non-compete and non-solicitation of 24 months in the case of a qualifying termination other than following a change in control, and a restrictive covenant period for 36 months in the case of a qualifying

termination following a change in control; and (vi) the eligibility to participate in the pension, health, and welfare benefit plans otherwise available to similarly situated executives and employees of GREC.

The material terms of Mr. Mehta’s employment are as follows: (i) a base salary of $500,000; (ii) a bonus ranging from 50% to 350% of base salary, based on performance level; (iii) participation in the EPP, under which Mr. Mehta would be entitled to severance following a termination without cause by GREC or a constructive termination of Mr. Mehta (each as defined in the EPP) equal to 1.5x the total amount of his base salary and average annual bonus; (iv) severance for a qualifying termination following a change of control equal to 2.25x the total amount of his base salary and average annual bonus; (v) a restrictive covenant period for non-compete and non-solicitation of 18 months in the case of a qualifying termination other than following a change in control, and a restrictive covenant period for 27 months in the case of a qualifying termination following a change in control; and (vi) the eligibility to participate in the pension, health, and welfare benefit plans otherwise available to similarly situated executives and employees of GREC.

The material terms of Mr. Mash’s employment are as follows: (i) a base salary of $500,000; (ii) a bonus ranging from 50% to 200% of base salary, based on performance level; (iii) participation in the EPP, under which Mr. Mash would be entitled to severance following a termination without cause by GREC or a constructive termination of Mr. Mash (each as defined in the EPP) equal to 1.5x the total amount of his base salary and average annual bonus; (iv) severance for a qualifying termination following a change of control equal to 2.25x the total amount of his base salary and average annual bonus; (v) a restrictive covenant period for non-compete and non-solicitation of 18 months in the case of a qualifying termination other than following a change in control, and a restrictive covenant period for 27 months in the case of a qualifying termination following a change in control; and (vi) the eligibility to participate in the pension, health, and welfare benefit plans otherwise available to similarly situated executives and employees of GREC.

The material terms of Mr. Murphy’s employment are as follows: (i) a base salary of $400,000; (ii) a bonus ranging from 35% to 140% of base salary, based on performance level; (iii) participation in the EPP, under which Mr. Murphy would be entitled to severance following a termination without cause by GREC or a constructive termination of Mr. Murphy (each as defined in the EPP) equal to 1.5x the total amount of his base salary and average annual bonus; (iv) severance for a qualifying termination following a change of control equal to 2.25x the total amount of his base salary and average annual bonus; (v) a restrictive covenant period for non-compete and non-solicitation of 18 months in the case of a qualifying termination other than following a change in control, and a restrictive covenant period for 27 months in the case of a qualifying termination following a change in control; and (vi) the eligibility to participate in the pension, health, and welfare benefit plans otherwise available to similarly situated executives and employees of GREC.

Outstanding Equity Awards at Fiscal 20222023 Year-End

The following table sets forth information regarding the outstanding equity awards held by the named executive officers as of December 31, 2022:2023:

Pay Versus Performance

The following table sets forth compensation information and financial performance measures for the most recent fiscal year. We have elected to follow the scaled disclosure requirements applicable to Smaller Reporting Companies with respect to the Pay Versus Performance Table. Fair value amounts below are computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP.

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our Principal Executive Officer (the “PEO”) and the other named executive officers (the “Non-PEO named executive officers”) and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC.

Pay Versus Performance Table

We generally seek to incentivize long-term performance and, therefore, do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K).

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the measurement period (1) beginning on May 19, 2022, the date of the Acquisition, and the date on which we began to compensate our named executive officers and (2) ending on December 31, 2022.fiscal year 2023.

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income (Loss)

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income (Loss) during the measurement period (1) beginning on May 19, 2022, the date of the Acquisition, and the date on which we began to compensate our named executive officers and (2) ending on December 31, 2022.fiscal year 2023.