Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment


                of Certain Officers. Compensatory Arrangements of Certain Officers.


J. Brendan Herron Transition
On January 7, 2021, Hannon Armstrong Sustainable Infrastructure Capital, Inc.
(the "Company") announced that J. Brendan Herron will be transitioning from his
role as an executive vice president of the Company to a role as a strategic
advisor to the Company. It is expected that the effective date of this
transition will be April 18, 2021.
Pursuant to an agreement entered into between the Company and Mr. Herron, dated
January 6, 2021 (the "Letter Agreement"), Mr. Herron will provide strategic
consulting services to the Company. The Letter Agreement has a term of 12
months, subject to extension upon mutual agreement of the parties. Pursuant to
the Letter Agreement, Mr. Herron will receive a one-time payment of $1 million
in cash and 22,254 units of limited partnership interest in the Company's
operating partnership ("OP Units") that will vest on the first anniversary of
the date of grant, both to be paid within 10 business days of the effective date
of the Letter Agreement. In addition, the Letter Agreement provides that Mr.
Herron is entitled to a fee of $41,666.67 in cash per month during the term of
the Letter Agreement as well as additional success payments subject to
negotiation to the extent a strategic project requires the involvement of Mr.
Herron beyond what is contemplated by the Letter Agreement.
In addition, following effectiveness of the waiver provisions under the Letter
Agreement, 13,423 shares of unvested restricted common stock of the Company
previously awarded to Mr. Herron will vest and 133,500 membership units in HASI
Management HoldCo LLC previously awarded to Mr. Herron will be converted, at the
maximum level contemplated in the applicable grant agreements irrespective of
any performance requirements, into 13,423 shares of fully vested common stock
and 133,500 fully vested OP Units. Pursuant to the Letter Agreement, Mr. Herron
agrees to waive and release all claims he may have, or in the future may
possess, arising out of his role as an officer of the Company, and the
transition of such relationship; provided, however, that Mr. Herron does not
release, among other things, any rights to payments and benefits provided under
his employment agreement except as provided in the Letter Agreement, any right
to enforce the Letter Agreement, except as provided in the Letter Agreement, his
rights under the indemnification agreement, or any claims under the Employee
Retirement Income Security Act of 1974.
The Company may, in its sole option, terminate the Letter Agreement, with or
without cause by delivering a notice of termination. If the Letter Agreement is
terminated without cause, Mr. Herron will be entitled to (x) any unpaid
compensation set forth above through the end of the term of the Letter Agreement
and (y) all outstanding restricted stock units and OP Units awarded to Mr.
Herron prior to such time will be converted into unrestricted common stock of
the Company or OP Units, as applicable, at the maximum level contemplated in the
applicable grant agreements irrespective of any performance requirements. If the
termination of the Letter Agreement is for cause, Mr. Herron shall not be
entitled to any further compensation from the Company.
The foregoing summary of the Letter Agreement does not purport to be complete
and is qualified in its entirety by the terms of the Letter Agreement to be
filed as an exhibit the Company's next periodic report.
Jeffrey A. Lipson Appointment
On January 6, 2021, the board of directors of the Company appointed Jeffrey A.
Lipson, 53, the Company's current executive vice president and chief financial
officer, to the additional role of chief operating officer. In addition to his
new responsibilities as chief operating officer, Mr. Lipson will retain his
responsibilities as executive vice president, chief financial officer, and
member of the investment committee of the Company. Details of Mr. Lipson's
biography can be found in the Company's 2020 Proxy Statement filed with the SEC.
There are no arrangements or understandings with any person pursuant to which
Mr. Lipson was appointed chief operating officer of the Company. Mr. Lipson has
no family relationships with any director, executive officer or person nominated
or chosen by the Company to become a director or executive officer of the
Company.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses