AMERESCO INC CLASS A (AMRC)
Sector: Industrials
2026 Annual Meeting Analysis
AMERESCO INC CLASS A · Meeting: June 4, 2026
Directors FOR
0
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors
Against Analysis
Ms. Hughes Johnson has served since July 2021 (nearly 5 years), giving her full tenure overlap with the severe 3-year underperformance period; Ameresco's stock fell roughly 38% over three years while the company's own compensation peer group (which includes firms like IES Holdings up +1,280% and Argan up +1,747%) gained a median of +103%, a gap of -141 percentage points that far exceeds the 20-point trigger threshold, and the 5-year record (-45% vs peer median +68%) confirms this is not a transient dip, so the vote is AGAINST.
Mr. Wisneski has served since 2011, meaning his entire tenure fully overlaps with both the 3-year and 5-year underperformance windows; Ameresco's stock lost roughly 38% over the past three years against a peer group median gain of +103% (a -141 percentage-point gap well above the 20-point trigger), and the 5-year picture is equally poor (-45% vs peer median +68%), so the 5-year mitigant does not apply and the vote is AGAINST.
For Analysis
Both Class I director nominees are voted AGAINST due to severe, sustained stock underperformance. Over the past three years Ameresco's shares fell roughly 38% while the company's own compensation peer group delivered a median return of +103%, a gap of approximately 141 percentage points — far exceeding the 20-point trigger threshold that applies when absolute 3-year returns are negative. The 5-year record (Ameresco -45% vs peer median +68%) confirms this is not a short-term blip, so the policy's 5-year mitigant does not rescue either nominee.
Say on Pay
✓ FORCEO
George P. Sakellaris
Total Comp
$3,339,804
Prior Support
N/A
CEO total reported pay of approximately $3.34 million is modest for the head of a $1.5 billion industrial company, and the CEO received no base salary increase in 2025; the pay mix is heavily performance-oriented — the large equity component consists almost entirely of performance-based stock options that cliff vest only after a three-year measurement period (2025–2027) with a minimum 80% goal achievement threshold, meaning pay is genuinely at risk rather than guaranteed. While Ameresco has badly underperformed its peers over three years, the variable pay structure correctly links realized equity value to both stock price and measured operational results, so incentive pay is not above benchmark in a way that rewards executives despite shareholder losses — the overall program structure passes the policy screens and the vote is FOR.
Auditor Ratification
✓ FORAuditor
RSM US LLP
Tenure
N/A
Audit Fees
$2,756,377
Non-Audit Fees
$152,101
Non-audit fees (tax services of $152,101) represent only about 5.5% of audit fees ($2,756,377), well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; and there are no disclosed material financial restatements — all policy screens pass and the vote is FOR.
Overall Assessment
The 2026 Ameresco annual meeting presents four proposals; the most significant governance concern is severe and sustained stock underperformance — shares are down roughly 38% over three years while the company's own peer group gained a median of +103% — which triggers AGAINST votes on both Class I director nominees under the TSR policy. The auditor ratification and Say on Pay proposals both pass their respective policy screens and receive FOR votes, with CEO pay notably modest and heavily tied to genuine multi-year performance conditions.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing