Ameresco, Inc.
For the period ended Dec 31, 2025. Filed Apr 23, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Apr 23, 2026
Contents
PAY VERSUS PERFORMANCE
The compensation committee considers a mix of cash and equity awards over both the short-term and long-term as a critical balance in reinforcing Ameresco’s commitment to performance alignment. Our compensation programs are focused on objective corporate performance measures and individual performance.
In accordance with SEC rules, we are providing the below disclosure regarding certain executive compensation disclosure for our principal executive officer and our other NEOs, or Non-PEO NEOs; and certain financial performance measures for the fiscal years listed below, as well as the relationship of the “compensation actually paid,” or CAP to those financial performance measures. The SEC-defined CAP data set forth in the table below does not reflect amounts actually realized by our NEOs. A significant portion of the CAP amounts shown relate to changes in values of unvested awards over the course of the reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our stock price. As described in detail in the “Compensation Discussion and Analysis” section above, our performance equity awards are subject to multi-year performance conditions tied to performance metrics and all our equity awards are subject to time vesting conditions. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest.
| Pay vs. Performance Disclosure | ||||||||
|---|---|---|---|---|---|---|---|---|
| Value of Fixed $100 Investment Based On: | ||||||||
| Year | Summary Compensation Table for PEO ($)(1) | Compensation actually paid to PEO($)(2) | Average Summary Compensation Table Total Average for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Ameresco Total Shareholder Return($)(4) | NASDAQ Clean Edge Total Shareholder Return ($)(4) | Net Income($) | Adjusted EBITDA ($)(5) |
| 2025 | 3,339,804 | 5,061,690 | 1,007,980 | 1,699,461 | 56 | 66 | 56,675,000 | 237,193,000 |
| 2024 | 1,548,705 | 656,559 | 1,290,151 | 948,927 | 45 | 50 | 53,940,000 | 225,341,000 |
| 2023 | 1,970,680 | (5,388,947) | 525,708 | (691,965) | 61 | 61 | 63,904,000 | 162,990,000 |
| 2022 | 6,498,550 | (5,736,611) | 1,332,144 | (741,181) | 109 | 68 | 98,549,000 | 204,512,000 |
| 2021 | 7,046,400 | 36,700,813 | 1,297,940 | 5,164,423 | 156 | 97 | 80,191,000 | 152,715,000 |
(1) Our PEO was George Sakellaris for all years in the table. Our non-PEO NEOs for 2021, 2022, and 2023 were Spencer Hole, Michael Bakas, Nicole Bulgarino, and Britta MacIntosh. Our non-PEO NEOs for 2024 were Spencer Hole, Michael Bakas, Nicole Bulgarino, Mark Chiplock, Lou Maltezos. Our non-PEO NEOs for 2025 were Michael Bakas, Nicole Bulgarino, Mark Chiplock, Lou Maltezos, and Peter Christakis.
(2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to the PEO in 2025, 2024, 2023, 2022 and 2021. The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP amounts from the Summary Compensation Table amounts. The Summary Compensation Table amounts and the CAP amounts do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. Equity compensation fair value was calculated based on assumptions determined in accordance with FASB ASC Topic 718. Valuation assumptions used to calculate fair values did not materially differ from those used to calculate fair values at the time of grant as reflected in the Summary Compensation Table Amounts.
| PEO Compensation Actually Paid Detail | |||||
|---|---|---|---|---|---|
| Compensation Actually Paid Detail | |||||
| Compensation Element | 2021($) | 2022($) | 2023($) | 2024($) | 2025($) |
| Summary Compensation Table (SCT) Reported Total Compensation | 7,046,400 | 6,498,550 | 1,970,680 | 1,548,705 | 3,339,804 |
| Aggregate SCT Reported Equity Compensation (-) | (5,233,075) | (5,043,613) | (424,467) | — | (1,541,099) |
| Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | 12,229,652 | 3,308,244 | 233,630 | — | 3,345,877 |
| Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | 22,831,678 | (4,451,061) | (6,491,933) | (391,335) | 187,922 |
| Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | — | — | 115,005 | — | 105,075 |
| Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Vesting During Covered FY (+/-) | (173,842) | (6,048,731) | (791,862) | (500,811) | (375,889) |
| Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | — | — | — | — | — |
| Compensation Actually Paid Determination | 36,700,813 | (5,736,611) | (5,388,947) | 656,559 | 5,061,690 |
The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the non-PEO NEOs in 2025,2024, 2023, 2022, and 2021. The following table describes the adjustments, each of which is prescribed by SEC rule, to calculate the CAP amounts from the Summary Compensation Table Amounts. The Summary Compensation Table amounts and the CAP amounts do not reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable years, but rather are amounts determined in accordance with Item 402 of Regulation S-K under the Exchange Act. Equity compensation fair value was calculated based on assumptions determined in accordance with FASB ASC Topic 718. Valuation assumptions used to calculate fair values did not materially differ from those used to calculate fair values at the time of grant as reflected in the Summary Compensation Table Amounts.
| Average Non-PEO NEOs Compensation Actually Paid Detail | |||||
|---|---|---|---|---|---|
| Compensation Actually Paid Detail | |||||
| Compensation Element | 2021($) | 2022($) | 2023($) | 2024($) | 2025($) |
| Summary Compensation Table (SCT) Reported Total Compensation | 1,297,940 | 1,332,144 | 525,708 | 1,290,151 | 1,007,980 |
| Aggregate SCT Reported Equity Compensation (-) | (761,219) | (879,966) | (50,917) | (805,848) | (400,180) |
| Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | 1,622,442 | 696,792 | 28,028 | 651,907 | 905,687 |
| Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | 2,990,380 | (969,267) | (1,063,898) | (82,877) | 263,837 |
| Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | — | — | 13,791 | — | 23,117 |
| Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Vesting During Covered FY (+/-) | 14,880 | (920,884) | (144,677) | (84,501) | (100,980) |
| Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | — | — | — | (19,905) | — |
| Compensation Actually Paid Determination | 5,164,423 | (741,181) | (691,965) | 948,927 | 1,699,461 |
| (4) | Cumulative total shareholder return (TSR) calculated based on an assumed $100 investment as of December 31, 2021. The peer group TSR reflects the TSR of the NASDAQ Clean Edge Green Energy Index |
| (5) | Adjusted EBITDA is defined as net income attributable to common shareholders, including impact from redeemable non-controlling interests, before provision (benefit from) income tax provisions, other expenses net, depreciation, amortization of intangible assets, accretion of asset retirement obligations, contingent consideration expense, stock-based compensation expense, energy asset impairment, restructuring and other charges, gain or loss on sale of equity investment, and gain or loss upon deconsolidation of a variable interest entity. |
Performance Metrics to Link Executive Compensation Actually Paid with Company Performance
The following table presents the most important financial measures that we used to link compensation actually paid with Ameresco performance during the most recently completed fiscal year:
Revenue
Adjusted EBITDA
Business Development - Sales and Awards (Project Sales, Distributed Generation EPC/PPA Sales, Project Solution Awards)
Energy Assets Placed into Operation
Relationship Between Pay vs. Performance
The following charts show the relationship of the CAP amounts for our PEO and Non-PEO NEOs as compared to Ameresco’s total shareholder return, the Nasdaq Clean Edge Green Energy Index total shareholder return, net income, and adjusted EBITDA over the last five completed fiscal years.
See the “Compensation Discussion & Analysis” above and published in our historical proxy statements for additional detail on executive compensation actions. Note, the value ultimately realized by our executive officers is subject to significant variation over time (e.g., forfeiture of unvested awards prior to vesting, variation in stock price prior to award monetization).
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.