HA Sustainable Infrastructure Capital (HASI) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on June 4, 2025, with voting on director elections, auditor ratification, and executive compensation approval.

• The board recommends voting for all twelve director nominees, ratification of Ernst & Young LLP as auditor, and approval of executive compensation.

• Proxy materials and the 2024 Annual Report are available online for shareholder review.

Voting matters and shareholder proposals

• Shareholders will vote on electing twelve directors, ratifying Ernst & Young LLP as auditor for 2025, and a non-binding advisory vote on executive compensation.

• Shareholders may submit proposals for the 2026 meeting by December 23, 2025, following bylaw and SEC requirements.

• The board has a majority vote policy for director elections and allows for proxy revocation and online voting.

Board of directors and corporate governance

• The board consists of twelve members, ten of whom are independent, with a separate chair and CEO structure.

• The board is diverse in gender, ethnicity, and professional background, with a strong mix of skills in risk management, finance, and sustainability.

• Four standing committees (Audit, Compensation, NGCR, Finance and Risk) are composed solely of independent directors.

• The NGCR Committee oversees ESG, sustainability, and human capital management.

• Annual board and committee self-assessments are conducted, and director attendance at meetings is high.