What changed in this filing

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Item 9A. Controls and Procedures

2024-02-16 compared with 2023-02-21 · 116 added, 149 removed, 185 unchanged (59% of the section changed)

21 unchanged sentences

Other Information

Leadership Succession

On February 16, 2023, as part of the planned leadership succession process of the Company, the Board announced three key executive appointments:

Eckel, currently Chairman of our Board, President and Chief Executive Officer, will assume the role of Executive Chairman and continue leading our Board;

Lipson, currently Executive Vice President, Chief Operating Officer and Chief Financial Officer, will become the President & Chief Executive Officer;

Pangburn, currently Executive Vice President and Co-Chief Investment Officer, will become Chief Financial Officer.

Transition of Jeffrey W.

Eckel to Executive Chairman

Eckel will transition from the Companyʼs Chief Executive Officer and President and be designated to serve as our Executive Chairman, effective March 1, 2023.

Eckel will serve as Executive Chairman for two years.

On March 1, 2025, our Board will designate Mr.

Eckel to serve as our Non-Executive Chairman.

In connection with this transition, we have entered into a new employment agreement with Mr.

Eckel’s two-year employment agreement includes an annual base salary of $412,500 and a target annual bonus of 237% of Mr.

Eckelʼs base salary.

On each of March 1, 2023 and March 1, 2024, we will grant to Mr.

Eckel an equity compensation award with a target value of $3,285,750, subject to vesting and performance requirements.

During the term (and, if Mr.

Eckel’s employment is terminated during the term due to his disability or death, for the period after such termination of employment due to disability or death as is necessary for Mr.

Eckel’s disability or death to be covered by the applicable policy), we will maintain and pay the cost of (A) a term life insurance policy with a death benefit in the amount of $5,000,000 on the life of Mr.

Eckel and (B) a long-term disability insurance policy for Mr.

Eckel which would provide disability benefits to Mr.

Eckel in an annual amount not less than 300% of the Mr.

Eckel’s annual base salary.

Eckel is terminated due to his disability or death, Mr.

Eckel or his estate will receive any accrued but unpaid salary and annual bonus, plus a pro rata target bonus for the year in which his termination of employment occurs.

For 24 months following such a termination, we will subsidize the cost of Mr.

Eckel’s post-employment health coverage.

All outstanding equity awards held by Mr.

Eckel will become vested and nonforfeitable.

Eckel is terminated without cause or leaves employment for good reason, he will be entitled to severance equal to one year of his base salary, one times the greater of the average of his annual bonus for the previous three years or the target bonus for the year of his termination, as well as a pro-rata target bonus for the year of termination.

For 24 months following such a termination, we will subsidize the cost of Mr.

Eckel’s post-employment health coverage.

All outstanding equity awards held by Mr.

Eckel will become vested and nonforfeitable.

Eckel is terminated for cause, leaves employment without good reason or his term expires, he will be entitled to any accrued but unpaid base salary and annual bonus.

Appointment of Jeffrey A.

Lipson as Chief Executive Officer

We have appointed Jeffrey A.

Lipson, the Company’s Executive Vice President, Chief Operating Officer and Chief Financial Officer, to Chief Executive Officer and President, and we have entered into a new employment agreement with Mr.

Lipson, effective March 1, 2023.

Lipson’s employment agreement includes an annual base salary of $775,000 and a target annual bonus of 175% of Mr.

Lipson’s base salary.

Lipson will be eligible to receive equity compensation awards when awards are made to similarly situated senior executives of the Company.

During the term (and, if Mr.

Lipson’s employment is terminated during the term due to his disability or death, for the period after such termination of employment due to disability or death as is necessary for Mr.

Lipson’s disability or death to be covered by the applicable policy), we will maintain and pay the cost of (A) a term life insurance policy with a death benefit in the amount of $5,000,000 on the life of Mr.

Lipson and (B) a long-term disability insurance policy for Mr.

Lipson which would provide disability benefits to Mr.

Lipson in an annual amount not less than 300% of his annual base salary.

Lipson is terminated due to his disability or death, Mr.

Lipson or his estate will receive any accrued but unpaid salary and annual bonus, plus a pro rata target bonus for the year in which his termination of employment occurs.

All outstanding equity awards held by Mr.

Lipson will become vested and nonforfeitable.

Lipson is terminated without cause or leaves employment for good reason, he will be entitled to severance equal to three times the sum of (A) one year of his base salary, (B) the greater of the average of his annual bonus for the previous three years or the target bonus for the year of his termination, plus (C) a pro-rata target bonus for the year of termination.

For 24 months following such a termination, we will subsidize the cost of Mr.

Lipson’s post-employment health coverage.

All outstanding equity awards held by Mr.

Lipson will become vested and nonforfeitable.

Lipson is terminated for cause or leaves employment without good reason, he will be entitled to any accrued but unpaid base salary and annual bonus.

Appointment of Marc T.

Pangburn as Chief Financial Officer

We have appointed Marc T.

Pangburn, the Company’s Executive Vice President and Co-Chief Investment Officer, to Executive Vice President and Chief Financial Officer, and we have entered into a new employment agreement with Mr.

Pangburn, effective March 1, 2023.

Pangburn’s employment agreement includes an annual base salary of $425,000 and a target annual bonus of 150% of Mr.

Pangburnʼs base salary.

Pangburn will be eligible to receive equity compensation awards when awards are made to similarly situated senior executives of the Company.

Pangburn is terminated by reason of death or disability, his outstanding equity will become vested, and he or his estate will receive a pro rata target bonus for year of his death or a target bonus for the year in which the disability occurs.

Pangburn is terminated without cause or leaves employment for good reason, he will be entitled to severance equal to one and one-half times one year of his base salary and one and one-half times the average of his annual bonus for the previous three years.

For 18 months following such a termination, we will subsidize the cost of Mr.

Pangburn’s post-employment health coverage.

All outstanding equity awards held by Mr.

Pangburn will become vested and nonforfeitable.

Pangburn is terminated for cause or leaves employment without good reason, he will be entitled to any accrued but unpaid base salary and annual bonus.

Each of the executives are subject to typical restrictive covenant provisions following termination of the employment.

This disclosure is qualified in its entirety by the terms of the executed employment agreements, each of which is filed as an exhibit to this Annual Report on Form 10-K.

On February 15, 2023, we entered into an amendment and waiver (the “Amendment and Waiver”) to the Amended and Restated Employment Agreement of Jeffrey W.

Eckel, our executive chairman.

Pursuant to the Amendment and Waiver any annual bonus received by Mr.

Eckel for performance during the year ending December 31, 2024 and future periods will be paid in equity, subject to vesting requirements, instead of cash.

In addition, under the Amendment and Waiver, the target value of the equity compensation award to be granted to Mr.

Eckel on March 1, 2024 was reduced from $3,285,750 to $1,647,000, subject to vesting and performance requirements.

The foregoing summary of the Amendment and Waiver does not purport to be complete and is qualified in its entirety by the terms of the Amendment and Waiver attached as an exhibit to this Annual Report on Form 10-K and incorporated by reference herein.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

9 unchanged sentences

Securities Authorized For Issuance Under Equity Compensation Plans

In 2013, we adopted the 2013 Plan to provide equity-based incentive compensation to members of our senior management team, our independent directors, advisers, consultants and other personnel.

The 2013 Plan authorizes our compensation committee to grant stock options, shares of restricted common stock, restricted stock units, phantom shares, dividend equivalent rights, LTIP Units and other restricted limited partnership units issued by our Operating Partnership and other equity-based awards up to an aggregate of 7.5% of the shares of common stock issued and outstanding from time to time on a fully diluted basis (assuming, if applicable, the exercise of all outstanding options and the conversion of all warrants and convertible securities, including OP units and LTIP Units, into shares of common stock).

As of December 31, 2022, we have approximately 1.2 million shares of our restricted common stock, LTIP Units, and restricted common stock units outstanding (assuming that the restricted stock units vest at 200%), which are subject to vesting and, in some cases, performance requirements, to our directors, officers and other employees.

In 2013, we adopted our 2013 Equity Incentive Plan (the “2013 Plan”) and in 2022, we adopted our 2022 Equity Incentive Plan (the “2022 Plan”), to provide equity-based incentive compensation to members of our senior management team, our independent directors, advisers, consultants and other personnel.

The 2022 Plan authorizes our compensation committee to grant stock options, shares of restricted common stock, restricted stock units, phantom shares, dividend equivalent rights, LTIP Units and other restricted limited partnership units issued by our Operating Partnership and other equity-based awards.

Up to 7,500,000 equity awards may be issued under the 2022 Plan.

Upon the adoption of the 2022 Plan, no further awards were permitted to be granted under the 2013 Plan.

As of December 31, 2023, in the aggregate under the 2013 Plan and 2022 Plan, we have approximately 1.8 million shares of our restricted common stock, LTIP Units, and restricted common stock units outstanding (assuming that the restricted stock units vest at 200%), which are subject to vesting and, in some cases, performance requirements, to our directors, officers and other employees.

The following table presents certain information about our equity compensation plan as of December 31, 2023:

4 unchanged sentences

Total 6,340,415

(1) The 2013 Plan provides for grants of equity awards up to, in the aggregate, the equivalent of 7.5% of the issued and outstanding shares of our common stock from time to time (on a fully diluted basis (assuming, if applicable, the exercise of all outstanding options and the conversion of all warrants and convertible securities into shares of common stock and assuming performance-based LTIP Units vest at 200%)) at the time of the award.

(1) The 2022 Plan provides for grants of up to 7,500,000 equity awards.

As of December 31, 2023, we did not have outstanding under our equity compensation plan, any options, warrants or rights to purchase shares of our common stock.

17 unchanged sentences

(incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K (No.

001-35877), filed on December 10, 2021)

3.3 Amended and Restated Agreement of Limited Partnership of Hannon Armstrong Sustainable Infrastructure, L.P.

(incorporated by reference to Exhibit 3.3 to the Registrant’s Form 10-Q for the quarter ended June 30, 2013 (No.

001-35877), filed on August 1, 2023 )

3.3 Articles Supplementary of Series A Junior Participating Preferred Stock of Hannon Armstrong Sustainable Infrastructure Capital, Inc.

(incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K (No.

001-35877), filed on November 3, 2023)

4.1 Specimen Common Stock Certificate of Hannon Armstrong Sustainable Infrastructure Capital, Inc.

2 unchanged sentences

333-186711), filed on April 12, 2013)

4.2 Description of Hannon Armstrong Sustainable Infrastructure Capital, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 to the Registrant's Form 10-K (No.

001-35877), filed on February 25, 2020)

Description of Hannon Armstrong Sustainable Infrastructure Capital, Inc.’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

4.3 Indenture, dated as of August 22, 2017, between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

1 unchanged sentence

001-35877), filed on August 22, 2017)

4.4 First Supplemental Indenture, dated as of August 22, 2017, between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Bank National Association, as Trustee (including the form of 4.125% Convertible Senior Note due 2022) (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K (No.

001-35877), filed on August 22, 2017)

4.4 Indenture, dated as of April 21, 2020, between HAT Holdings I LLC and HAT Holdings II LLC, as issuers, and Hannon Armstrong Sustainable Infrastructure Capital, Inc., Hannon Armstrong Sustainable Infrastructure, L.P., and Hannon Armstrong Capital, LLC, as guarantors, and U.S.

1 unchanged sentence

001-35877), filed on April 21, 2020)

4.6 Second Supplemental Indenture, dated as of August 21, 2020, between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Bank National Association, as Trustee (including the form of Hannon Armstrong Sustainable Infrastructure Capital, Inc.'s 0% Convertible Senior Note due 2023) (incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K (No.

001-35877), filed on August 21, 2020)

4.5 Indenture, dated as of August 25, 2020, between HAT Holdings I LLC and HAT Holdings II LLC, as issuers, and Hannon Armstrong Sustainable Infrastructure Capital, Inc., Hannon Armstrong Sustainable Infrastructure, L.P., and Hannon Armstrong Capital, LLC, as guarantors, and U.S.

10 unchanged sentences

011-35877) filed on April 15, 2022)

4.9 Indenture, dated as of August 11, 2023 by and among HAT Holdings I LLC and HAT Holdings II LLC, as issuers, and Hannon Armstrong Sustainable Infrastructure Capital, Inc., Hannon Armstrong Sustainable Infrastructure, L.P., and Hannon Armstrong Capital, LLC, as guarantors, and U.S.

Bank Trust Company, National Association, as trustee (including the form of HAT Holdings I LLC’s and HAT Holdings II LLC’s 3.750% Green Exchangeable Senior Unsecured Note due 2028) (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K (No.

001-35877), filed on August 11, 2023)

4.10 Indenture, dated as of December 7, 2023 by and among HAT Holdings I LLC and HAT Holdings II LLC, as issuers, the guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee (including the form of HAT Holdings I LLC and HAT Holdings II LLC’s 8.00% Green Senior Unsecured Note due 2027) (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K (No.

001-35877), filed on December 7, 2023)

4.11 Tax Benefits Preservation Plan, dated as of November 2, 2023, between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and Equiniti Trust Company, LLC (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K (No.

001-35877), filed on November 3, 2023)

Second Amended and Restated Agreement of Limited Partnership of Hannon Armstrong Sustainable Infrastructure, L.P.

10.2 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.5 to Amendment No.

17 unchanged sentences

001-35877), filed on May 4, 2017)

10.8 Registration Rights Agreement, dated April 23, 2013, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and the parties listed on Schedule I thereto (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 10-Q for the quarter ended June 30, 2013 (No.

001-35877), filed on August 9, 2013)

10.9 Form of Amended and Restated Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.57 to the Registrant's Form 10-K (No.

001-35877) for the year ended December, 31, 2017, filed on February 23, 2018)

10.10 Form of LTIP Unit Vesting Agreement under the 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended March 31, 2019 (No.

001-35877), filed on May 3, 2019)

10.11 Form of Hannon Armstrong Sustainable Infrastructure, L.P.

Time-Based LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended March 31, 2019 (No.

001-35877), filed on May 3, 2019)

10.12 Form of Hannon Armstrong Sustainable Infrastructure, L.P.

Performance-Based LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended March 31, 2019 (No.

001-35877), filed on May 3, 2019)

10.13 Employment Agreement, dated April 17, 2013, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

9 unchanged sentences

001-35877), filed on August 7, 2015)

10.12 Indemnity Agreement, dated as of September 30, 2015, by Hannon Armstrong Sustainable Infrastructure Capital, Inc.

in favor of the Bank of New York Mellon (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 10-Q for the quarter ended September 30, 2015 (No.

001-35877), filed on November 5, 2015)

10.16 Employment Agreement, dated March 15, 2017, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

1 unchanged sentence

001-35877), filed on May 4, 2017)

10.14 Form of Amended and Restated Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.57 to the Registrant's Form 10-K (No.

001-35877) for the year ended December, 31, 2017, filed on February 23, 2018)

10.15 Loan Agreement (Rep-Based), dated as of December 13, 2018 by and among certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and each lender from time to time party thereto (incorporated by reference to Exhibit 10.26 on the Registrant’s Form 10-K (No.

001-35877) for the year ended December 31, 2018, filed on February 22, 2019)

10.16 Loan Agreement (Approval-Based), data as of December 13, 2018, by and among certain subsidiaries of the Company, Bank of America, N.A., as administrative agent, and each lender from time to time party thereto (incorporated by reference to Exhibit 10.27 on the Registrant’s Form 10-K (No.

001-35877) for the year ended December 31, 2018, filed on February 22, 2019)

10.17 Limited Guaranty (Rep-Based), dated as of December 13, 2018, by the Company and Hannon Armstrong Capital, LLC (incorporated by reference to Exhibit 10.28 on the Registrant’s Form 10-K (No.

001-35877) for the year ended December 31, 2018, filed on February 22, 2019)

10.18 Guaranty (Approval-Based), dated as of December 13, 2018, by the Company and Hannon Armstrong Capital, LLC (incorporated by reference to Exhibit 10.29 on the Registrant’s Form 10-K (No.

001-35877) for the year ended December 31, 2018, filed on February 22, 2019)

10.19 Credit Agreement, dated as of April 19, 2021, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A.

as administrative agent, sole bookrunner, sole lead arranger and sustainability structuring agent, Bank of America, N.A., Barclays Bank PLC, Credit Suisse AG, New York Branch, KeyBank National Association, Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, Sumitomo Mitsui Banking Corporation and Wells Fargo Bank, National Association, as documentation agents, and each lender from time to time party thereto (incorporated by reference to Exhibit 1.1 on the Registrant’s Form 8-K (No.

011-35877), filed on April 20, 2021)

10.20 Form of LTIP Unit Vesting Agreement under the 2013 Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended March 31, 2019 (No.

001-35877), filed on May 3, 2019)

10.21 Form of Hannon Armstrong Sustainable Infrastructure, L.P.

Time-Based LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended March 31, 2019 (No.

001-35877), filed on May 3, 2019)

10.22 Form of Hannon Armstrong Sustainable Infrastructure, L.P.

Performance-Based LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended March 31, 2019 (No.

001-35877), filed on May 3, 2019)

10.17 Letter Agreement, dated as of January 6, 2021, between J.

6 unchanged sentences

001-35877), filed on August 6, 2021)

10.19 Amended and Restated Employment Agreement, dated February 14, 2023, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and Jeffrey Lipson (incorporated by reference to Exhibit 10.31 to the Registrant’s Form 10-K for the year ended December 31, 2022 (No.

001-35877), filed on February 21, 2023)

10.20 Amended and Restated Employment Agreement, dated February 14, 2023, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and Marc Pangburn (incorporated by reference to Exhibit 10.32 to the Registrant’s Form 10-K for the year ended December 31, 2022 (No.

001-35877), filed on February 21, 2023)

Amended and Restated Employment Agreement, dated January 26, 2024 , by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and Richard R.

Amended and Restated Employment Agreement, dated February 15, 2024 , by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and Jeffrey Eckel

10.23 Registration Rights Agreement, dated April 23, 2013, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and the parties listed on Schedule I thereto (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 10-Q for the quarter ended June 30, 2013 (No.

001-35877), filed on August 9, 2013)

10.24 Registration Rights Agreement, dated as of April 13, 2022, by and among HAT Holdings I LLC, HAT Holdings II LLC, and Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and the initial purchasers party thereto.

(incorporated by reference to Exhibit 10.1 on the Registrant’s Form 8-K (No.

011-35877) filed on April 15, 2022)

10.25 Registration Rights Agreement, dated as of August 11, 2023, by and among HAT Holdings I LLC, HAT Holdings II LLC, and Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and the representatives of the Initial Purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (No.

001-35877), filed on August 11, 2023)

10.26 Indemnity Agreement, dated as of September 30, 2015, by Hannon Armstrong Sustainable Infrastructure Capital, Inc.

in favor of the Bank of New York Mellon (incorporated by reference to Exhibit 10.7 to the Registrant’s Form 10-Q for the quarter ended September 30, 2015 (No.

001-35877), filed on November 5, 2015)

10.27 Credit Agreement, dated as of April 19, 2021, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A.

011-35877), filed on April 20, 2021)

10.28 Credit Agreement, dated as of February 7, 2022, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A.

001-35877), filed on February 11, 2022.

10.29 Amendment No.

1 to Credit Agreement, dated as of May 31, 2023, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A.

as administrative agent, issuing bank, sole bookrunner, sole lead arranger, lender and sustainability structuring agent, and Bank of America, N.A., Barclays Bank PLC, Citibank, N.A., Morgan Stanley Senior Funding, Inc., RBC Capital Markets, Sumitomo Mitsui Banking Corporation and Wells Fargo Bank, National Association, as documentation agents and lenders (incorporated by reference to Exhibit 1.2 to the Registrant’s Form 8-K (No.

001-35877), filed on June 2, 2023)

10.30 At Market Issuance Sales Agreement, dated May 13, 2020, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc., B.

11 unchanged sentences

001-35877), filed on March 1, 2021)

10.27 Credit Agreement, dated as of February 7, 2022, by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A.

001-35877), filed on February 11, 2022.

10.28 Registration Rights Agreement, dated as of April 13, 2022, by and among HAT Holdings I LLC, HAT Holdings II LLC, and Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and the initial purchasers party thereto.

(incorporated by reference to Exhibit 10.1 on the Registrant’s Form 8-K (No.

011-35877) filed on April 15, 2022)

10.32 Amendment No.

5 unchanged sentences

001-35877), filed on March 2, 2022)

10.30* Amended and Restated Employment Agreement, dated February 14, 2023, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and Jeffrey Eckel

10.31* Amended and Restated Employment Agreement, dated February 14, 2023, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and Jeffrey Lipson

10.32* Amended and Restated Employment Agreement, dated February 14, 2023, by and between Hannon Armstrong Sustainable Infrastructure Capital, Inc.

and Marc Pangburn

10.33 Amendment No.

3 to the At Market Issuance Sales Agreement, dated February 22, 2023, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., B.

Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co.

Morgan Securities LLC, Morgan Stanley & Co.

LLC, Nomura Securities International, Inc., SMBC Nikko Securities America, Inc., Truist Securities, Inc.

and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 1.4 to the Registrant’s Form 8-K (No.

001-35877), filed on February 23, 2023)

10.34 Amendment No.

4 to the At Market Issuance Sales Agreement, dated May 10, 2023, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., B.

Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co.

LLC, KeyBanc Capital Markets Inc., Jefferies LLC, J.P.

Morgan Securities LLC, Morgan Stanley & Co.

LLC, Nomura Securities International, Inc., Truist Securities, Inc.

and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 1.5 to the Registrant’s Form 8-K (No.

001-35877), filed on May 11, 2023)

10.35 Amendment No.

5 to the At Market Issuance Sales Agreement, dated September 5, 2023, by and among Hannon Armstrong Sustainable Infrastructure Capital, Inc., B.

Riley Securities, Inc., Barclays Capital Inc., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co.

LLC, KeyBanc Capital Markets Inc., Jefferies LLC, J.P.

Morgan Securities LLC, Morgan Stanley & Co.

LLC, Nomura Securities International, Inc., Truist Securities, Inc.

and Wells Fargo Securities, LLC (incorporated by reference to Exhibit 1.6 to the Registrant’s Form 8-K (No.

001-35877), filed on September 5, 2023)

List of subsidiaries of Hannon Armstrong Sustainable Infrastructure Capital, Inc.

7 unchanged sentences

Section 1350 as adopted pursuant to Section 906 of the Sarbanes—Oxley Act of 2002

Hannon Armstrong Sustainable Infrastructure Capital, Inc.

Recovery Policy Relating to Erroneously Awarded Incentive Compensation

Inline XBRL Taxonomy Extension Schema

10 unchanged sentences

INFRASTRUCTURE CAPITAL, INC.

February 21, 2023 /s/ Jeffrey W.

Chairman, Chief Executive Officer and President

/s/ Jeffrey A.

Chief Financial Officer, Chief Operating Officer, and Executive Vice President

February 16, 2024 /s/ Jeffrey A.

Chief Executive Officer and President

Chief Financial Officer and Executive Vice President

/s/ Charles W.

1 unchanged sentence

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey W.

Eckel, Jeffrey A.

Lipson and Charles W.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey A.

Lipson, Marc T.

Pangburn and Charles W.

Melko, and each of them, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Form 10-K and any and all amendments thereto, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Jeffrey W.

Chairman of the Board, President

February 21, 2023

and Chief Executive Officer

(Principal Executive Officer)

/s/ Jeffrey A.

Chief Financial Officer, Chief Operating February 21, 2023

Officer and Executive Vice President

President and Chief Executive Officer

February 16, 2024

Lipson (Principal Executive Officer)

Chief Financial Officer

February 16, 2024

and Executive Vice President

(Principal Financial Officer)

3 unchanged sentences

(Principal Accounting Officer)

/s/ Lizabeth Ardisana February 21, 2023

/s/ Jeffrey W.

Executive Chair of the Board

February 16, 2024

/s/ Lizabeth Ardisana

February 16, 2024

Lizabeth Ardisana

/s/ Clarence D.

Armbrister February 21, 2023

February 16, 2024

/s/ Teresa M.

1 unchanged sentence

February 16, 2024

Floyd February 21, 2023

/s/ Charles M.

4 unchanged sentences

February 16, 2024

/s/ Kimberly A.

February 16, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures