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


                of Certain Officers; Compensatory Arrangements of Certain Officers.


On February 17, 2021, Hannon Armstrong Sustainable Infrastructure Capital, Inc.
(the "Company") announced the election of Clarence D. "Clay" Armbrister and
Nancy C. Floyd to become new independent directors of the Company's Board of
Directors (the "Board") to be effective as of March 1, 2021. In connection with
these elections the Board increased the size of the Board by two directors.
Mr. Armbrister, 63, has served as President of Johnson C. Smith University since
January 1, 2018. Previously, Mr. Armbrister served as President of Girard
College from 2012 to 2017. Mr. Armbrister has served as Chair of the Audit
Committee and a member of the Compensation Committee of Health Partners Plans
Inc. since 2016. From 2008 to 2011, Mr. Armbrister served as Chief of Staff to
the former Mayor of Philadelphia, Michael A. Nutter. Mr. Armbrister also served
as Senior Vice President for Administration and subsequently Executive Vice
President and Chief Operating Officer of Temple University from 2003 to 2007.
Prior to that, Mr. Armbrister served as Vice President and Director in the
Municipal Securities Group and in other positions at PaineWebber & Co.
(subsequently UBS PaineWebber Incorporated) from 1999 to 2003 and also served as
an Adjunct Faculty Member of the Beasley School of Law at Temple University from
1997 to 1998. From 1996 to 1998, Mr. Armbrister served as Managing Director of
the Philadelphia School District and prior to that, in 1994, he was appointed
Philadelphia City Treasurer. From 1982 to 1994, Mr. Armbrister was an associate
and then Partner at Saul, Ewing, Remick & Saul (currently known as Saul Ewing
Arnstein & Lehr LLP). Mr. Armbrister also serves on the boards of various
organizations, including the Board of Directors for Health Partners Plan, the
Board of Trustees of Devereux Advanced Behavioral Health and the Board of
Charlotte Regional Business Alliance. Mr. Armbrister is also a former member of
the Board of Directors of the National Adoption Center and the Community College
of Philadelphia's Board of Trustees. Mr. Armbrister received a Bachelor of Arts
degree in Political Science and Economics from the University of Pennsylvania in
1979 and a Juris Doctor degree from the University of Michigan Law School in
1982. The Company believes Mr. Armbrister's over 35 years of experience in
education, law, government and finance gives him valuable insight and enables
him to make significant contributions as a member of the Board.
Ms. Floyd, 66, has served since 1993 as a Managing Director of Nth Power LLC, a
venture capital firm she founded that specializes in clean energy technology.
From 1989 to 1993, Ms. Floyd joined and started the technology practice for the
utility consulting firm, Barakat and Chamberlain. From 1985 to 1988, Ms. Floyd
was on the founding team and worked at PacTel Spectrum Services, a provider of
network management services. In 1982, Ms. Floyd founded and later served as
Chief Executive Officer of NFC Energy Corporation, one of the first wind
development companies in the United States. From 1977 to 1980, Ms. Floyd served
as Director of Special Projects of Vermont Public Service Board (currently known
as Vermont Public Utility Commission). Ms. Floyd has also served on the boards
of various organizations, including Chair of the Board and Chair of the
Compensation Committee of Tempronics, Inc. since 2014, member the Board of
Directors of First Fuel Inc. from 2014 to 2019, Glasspoint Solar from 2014 to
2020, Chair of the Audit Committee of AltaGas Services and AltaGas Power
Holdings (U.S.) Inc. (TSX: ALA) from 2018 to 2019, and member of the Audit and
Governance Committees of WGL Holdings, Inc. and Washington Gas (NYSE: WGL) from
2011 to 2018, among others. Also, since 2018, Ms. Floyd has served as Fund
Advisor to Activate Capital and, since 2017, on the Investment Committee for The
Christensen Fund. Ms. Floyd received a Bachelor of Arts degree in Government
from Franklin & Marshall College in 1976 and a Master of Arts degree in
Political Science from Rutgers University in 1977. The Company believes Ms.
Floyd's extensive experience in clean energy technology and utilities makes her
qualified to serve as a member of the Board.
Effective March 1, 2021, Mr. Armbrister was also appointed by the Board to serve
as a member of the Nominating, Governance and Corporate Responsibility Committee
and Ms. Floyd was appointed to serve as a member of the Audit Committee and the
Finance and Risk Committee. The Board has determined that both Mr. Armbrister
and Ms. Floyd are independent pursuant to the New York Stock Exchange listing
standards, the Company's corporate governance guidelines, its independence
standards and the written charter of the Nominating, Governance and Corporate
Responsibility Committee. The Board has also determined that Ms. Floyd qualifies
as an "audit committee financial expert" as defined in SEC rules.
As independent members of the Board and members of various Board committees, Mr.
Armbrister and Ms. Floyd will each be entitled to receive a pro rata portion of
the annual director compensation as more fully described in the Company's Proxy
Statement filed with the SEC on April 15, 2020.
There are no arrangements or understandings with any person pursuant to which
either Mr. Armbrister or Ms. Floyd was elected as a director of the Board.
Neither Mr. Armbrister nor Ms. Floyd is a party to any transaction required to
be disclosed pursuant to Item 404(a) of Regulation S-K under the U.S. Securities
Act of 1933, as amended.



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