Document

DEF 14A 1 a2026noticeanddefinitivepr.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant þ

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ Definitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under §240.14a-12

Ameresco, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ No fee required.

¨ Fee paid previously with preliminary materials

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 4, 2026

To Our Stockholders:

The 2026 annual meeting of stockholders of Ameresco, Inc., a Delaware corporation, will be held on June 4, 2026, at 10:00 a.m., Eastern Time, for the following purposes:

1.To elect the two (2) nominees identified in the accompanying proxy statement as members of our board of directors to serve as class I directors for a term of three years.

2.To ratify the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

3.To approve an amendment to our 2020 Stock Incentive Plan to increase the number of shares of common stock available thereunder by 3,200,000 shares.

4.To hold an advisory vote on executive compensation, and

5.To transact other business, if any, that may properly come before the annual meeting and any adjournment thereof.

The foregoing items of business are more fully described in the Proxy Statement. Only stockholders who owned our Class A common stock or Class B common stock at the close of business on April 10, 2026, can vote at the Annual Meeting or any adjournments or postponements that take place.

Our board of directors, or board, recommends that you vote FOR the election of the director nominees named in Proposal 1, FOR the ratification of the appointment of RSM US LLP as our independent registered public accounting firm as described in Proposal 2, FOR the approval of an amendment to Ameresco Inc.’s 2020 Equity Incentive Plan as described in Proposal 3, and FOR the approval of an advisory vote on executive compensation as described in Proposal 4.

This year’s annual meeting will be a completely virtual meeting of stockholders, conducted via an online platform. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/AMRC2026, where you will be able to listen to the meeting live, submit questions and vote online.

We are pleased to utilize the Securities and Exchange Commission, or SEC, rules that allow issuers to furnish proxy materials to their stockholders on the Internet. On or about April 24, 2026, we will mail to our stockholders of record as of April 10, 2026 (other than those who previously requested electronic or paper delivery on an ongoing basis) a Notice Regarding the Availability of Proxy Materials, or Notice, with instructions for accessing the proxy materials and voting over the Internet, by telephone or mobile device or by mail. The Notice also provides information on how stockholders may request paper copies of our proxy materials. We believe electronic delivery of our proxy materials and our 2025 Annual Report will help us reduce the environmental impact and costs of printing and distributing paper copies and improve the speed and efficiency by which our stockholders can access these materials.

Your vote is very important. Whether or not you plan to attend the virtual annual meeting, we encourage you to read our proxy materials and submit your proxy or voting instructions as soon as possible over the Internet, by telephone or mobile device or by mail.

By Order of the Board of Directors,

David J. Corrsin

Secretary

April 23, 2026


GENERAL INFORMATION ABOUT THE MEETING AND VOTING			1
Information about the proxy process and voting			1
PROPOSAL 1—ELECTION OF DIRECTORS			4
PROPOSAL 2—RATIFICATION OF THE SELECTION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			5
Audit and Other Fees			5
Policy on Pre-Approval of Audit and Non-Audit Services			5
Audit Committee Report			6
PROPOSAL 4 — APPROVAL OF AMENDMENT TO THE AMERESCO, INC. 2020 STOCK INCENTIVE PLAN			7
Highlights of the Amended Plan			8
Reasons Why Stockholders Should Approve the 2020 Plan Amendment			9
Information Regarding Burn Rate and Overhang			9
Description of the Amended Plan			10
PROPOSAL 4 —NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			19
STOCK OWNERSHIP AND RELATED INFORMATION			20
Stock Ownership			20
Equity Compensation Plan Information			22
Delinquent Section 16(a) Reports			22
CORPORATE GOVERNANCE			23
Board of Directors			23
Governance Policies and Practices			31
Compensation Committee Interlocks and Insider Participation			33
EXECUTIVE COMPENSATION AND RELATED INFORMATION			34
Our Executive Officers and Our Named Executive Officers			34
Compensation Discussion and Analysis			35
Compensation Committee Report			43
Executive Compensation Tables			44
Pay Ratio			48
PAY VERSUS PERFORMANCE			49
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			54
Related Person Transactions			54
Policies and Procedures for Related Person Transactions			54
ADDITIONAL INFORMATION			54
APPENDIX A			56
APPENDIX B			66


By internet	By phone	By mail	By scanning
Before the Annual Meeting - go to www.proxyvote.com. During the Annual Meeting - go to www.virtualshareholdermeeting.com/AMRC2026	From the United States, U.S. territories and Canada: call 1-800-579-1639	If you received a paper copy of the proxy materials by mail, mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope	Scan the QR code using your mobile device to vote via the ProxyVote app


	2025		2024
Audit Fees	$	2,756,377	$	2,388,481
Audit-Related Fees	—		31,500
Tax Fees	152,101		237,032
Total	$	2,908,478	$	2,657,013

Audit Fees includes the aggregate fees billed or accrued for each of the last two fiscal years for professional services rendered by the independent auditors for the audit of our annual financial statements and review of financial statements included or incorporated by reference in our Registration Statements on Form S-8 and annual and quarterly reports filed with the SEC or services that are normally provided by the accountant in connection with other statutory and regulatory filings or engagements for those fiscal years, such as the preparation of the financial statements for certain of our foreign subsidiaries and joint ventures as well as services rendered for certain specific energy project.
Audit-Related Fees includes the aggregate fees billed in each of the last two fiscal years for services by the independent auditors that are reasonably related to the performance of the audits of the financial statements and are not reported above under Audit Fees.
Tax Fees includes the aggregate fees billed in each of the last two fiscal years for professional services rendered by the independent auditors for tax compliance, tax advice and tax planning.


Number of outstanding stock options(1)			5,670,232
Weighted average exercise price of outstanding stock options			$29.49
Weighted average remaining contractual term of outstanding stock options (years)			6.53
Number of outstanding restricted stock units			201,818
Shares available under the Current Plan for awards that we may grant between March 31, 2026 and the date of the Annual Meeting(2)			123,806
New shares requested for approval pursuant to the 2020 Plan Amendment			3,200,000
Estimated total number of shares available for the grant of new awards under all equity-based compensation plans, assuming stockholder approval of the 2020 Plan Amendment			3,413,806
Number of shares of Class A common stock outstanding			34,939,417


Fiscal Year	Awards Granted	Basic Weighted Average Number of Common Shares Outstanding	Gross Burn Rate
2023	914,000	5,241,000	1.74	%
2024	236,000	52,380,000	0.45	%
2025(1)	1,588,000	52,679,000	3.01	%
Three-Year Average	912,667	52,489,667	1.74	%


Name	Position	Number of Shares of Class A Common Stock Underlying Awards
		Time -Based Vesting Options	Performance-Based Vesting Options			RSUs
			Granted in connection with an 2021 acquisition	For the 2022-2024 performance period	For the 2025-2027 performance period
George P. Sakellaris	Chairman of the Board of Directors and Chief Executive Officer	350,000	—	500,000	400,000	24,837
Mark A. Chiplock	Executive Vice President, Chief Financial Officer and Chief Accounting Officer	85,000	—	50,000	80,000	4,107
Michael T. Bakas	President - Renewable Fuels	155,000	—	50,000	100,000	8,680
Nicole A. Bulgarino	Co-President	155,000	—	50,000	100,000	8,680
Louis P. Maltezos	Co-President	120,000		50,000	100,000	4,385
Peter Christakis	Chief Operating Officer		—
All current executive officers as a group		1,075,000	—	930,000	930,000	50,689
All current directors who are not executive officers as a group		120,000	—	—	—	121,554
Each nominee for election as a director						—
Claire Hughes Johnson		40,000	—	—	—	20,546
Frank Wisneski		20,000				20,546
Each associate of any of such directors, executive officers or nominees		—	—			—
Each other person who received or is to receive 5 percent or more of such stock options, warrants or rights		—	—	—	—	—
All employees, including all current officers who are not executive officers, as a group		2,524,238	73,750	275,000	351,000	257,800


	Class A Common Stock			Class B Common Stock			% Total Voting Power
Name and Address (**)	Shares	%		Shares	%
Named Executive Officers
George P. Sakellaris(1)	2,958,597	8.3	%	18,000,000	100.0	%	74.1	%
Mark A. Chiplock (2)	33,565	*		—	—		*
Michael T. Bakas(3)	187,384	*		—	—		*
Nicole A. Bulgarino(4)	286,032	*		—	—		*
Peter Christakis (5)	82,356	*		—	—		*
Louis P. Maltezos (6)	78,110	*		—	—		*
Other Directors
David J. Corrsin(7)	90,912	*		—	—		*
Claire Hughes Johnson(8)	43,911	*		—	—		*
Jennifer L. Miller(9)	142,111	*		—	—		*
Charles R. Patton	13,389	*		—	—		*
Nickolas Stavropoulos(10)	69,466	*		—	—		*
Joseph W. Sutton(11)	303,466	*		—	—		*
Frank V. Wisneski(12)	119,232	*		—	—		*
Directors and executive officers as a group (12 persons)(13)	5,842,327	16.0	%	18,000,000	100.0	%	75.7	%
Other Five Percent Stockholders
The Vanguard Group(14)	2,640,429	7.6	%	—	—		2.1	%
Grantham, Mayo, Van Otterloo & Co. LLC(15)	2,323,792	6.7	%	—	—		—	%
Blackrock, Inc.(16)	2,384,012	7.0	%	—	—		—	%
Wellington Management Group LLP (17)	3,850,700	11.2	%	0	0		3.1	%


**			Unless specified otherwise, the address of each of our directors, nominees for director and named executive officers is c/o Ameresco, Inc., 111 Speen Street, Suite 410, Framingham Massachusetts 01701
(1)			(i) Includes 670,000 shares of Class A common stock issuable upon exercise of options that are exercisable within 60 days of March 31, 2026, (ii) 200,000 shares of Class A Common Stock held by Mr. Sakellaris's spouse, (iii) 1,100,000 shares of Class A common stock held by the George P. Sakellaris 2012 Delaware Dynasty Trust (the “2012 Trust”) and (iv) 5,338,391 shares of Class A Common Stock issuable upon conversion of shares of Class B common stock held by the CGS 2010 Irrevocable Trust (the "2010 Trust" and together with the 2012 Trust, the "Trusts"). Mr. Sakellaris may be deemed the beneficial holder of the shares held by the Trusts and his spouse and to share voting and dispositive power. Mr. Sakellaris disclaims beneficial ownership of the shares held by the Trusts and his spouse and this schedule shall not be deemed an admission that Mr. Sakellaris is the beneficial owner of the shares held by the Trusts or his spouse for purposes of Section 13 or for any other purpose.
(2)			Includes 31,899 shares of Class A common stock issuable upon the exercise of options that are exercisable within 60 days of March 31, 2026.
(3)			Includes 173,750 shares of Class A common stock issuable upon the exercise of options that are exercisable within 60 days of March 31, 2026.
(4)			Includes 226,736 shares of Class A common stock issuable upon the exercise of options that are exercisable within 60 days of March 31, 2026.
(5)			Includes 69,000 shares of Class A common stock issuable upon the exercise of options that are exercisable within 60 days of March 31, 2026.
(6)			Includes 46,015 shares of Class A common stock issuable upon the exercise of options that are exercisable within 60 days of March 31, 2026.
(7)			Includes 64,000 shares of Class A common stock issuable upon the exercise of options that are exercisable within 60 days of March 31, 2026, 441 shares of Class A Common Stock held by Mr. Corrsin's spouse and 6,000 options held by Mr. Corrsin's spouse that are exercisable within 60 days of March 31, 2026. Mr. Corrsin may be deemed the beneficial holder of the shares held by his spouse and to share voting and dispositive power. Mr. Corrsin disclaims beneficial ownership of the shares held by his spouse and this schedule shall not be deemed an admission that Mr. Corrsin is the beneficial owner of the shares held by his spouse for purposes of Section 13 or for any other purpose.
(8)			Includes 32,000 shares of Class A common stock issuable upon the exercise of options that are exercisable within 60 days of March 31, 2026 and 1,800 shares held by a revocable trust of which the insider and her spouse are joint trustees..
(9)			Includes 120,000 shares of Class A common stock issuable upon the exercise of options that are exercisable within 60 days of March 31, 2026.
(10)			Includes 55,355 shares of Class A common stock issuable upon the exercise of options that are exercisable within 60 days of March 31, 2026.
(11)			Includes (i) 120,000 shares of Class A common stock issuable upon exercise of options that are exercisable within 60 days of March 31, 2026 and (iii) 133,355 shares of our Class A common stock held by Sutton Ventures LP. Mr. Sutton is managing member of Sutton Ventures Group LLC, which is the general partner of Sutton Ventures LP.
(12)			Includes 94,000 shares of Class A common stock issuable upon the exercise of options that are exercisable within 60 days of March 31, 2026.
(13)			Includes 1,744,755 shares of Class A common stock issuable upon the exercise of options that are exercisable within 60 days of March 31, 2026.
(14)			This information is as of March 31, 2025 and is based solely on a Schedule 13G filed by the Vanguard Group on April 30, 2025 (Vanguard Schedule 13G). In accordance with the disclosures set forth in the Vanguard Schedule 13G, The Vanguard Group reports shared voting power and sole dispositive power over120,865 and 2,488,157 shares of Class A Common Stock. The percent owned is based on the calculation provided by in the Vanguard Schedule 13G. The Vanguard Group has an address of 100 Vanguard Blvd., Malvern, PA 19355
(15)			This information is as of December 31, 2025 and is based solely on a Schedule 13G filed by Grantham, Mayo, Van Otterloo & Co. LLC on February 6, 2026 (Grantham Schedule 13G). In accordance with the disclosures set forth in the Grantham Schedule 13G,. Grantham, Mayo, Van Otterloo & Co. LLC reports sole voting and sole dispositive power over 2,323,792 shares of Class A Common Stock. The percent owned is based on the calculation provided by in the Grantham Schedule 13G. Grantham, Mayo, Van Otterloo & Co. LLC has an address of 53 State Street, Suite 3300, Boston, MA, 02109.


(16)			This information is as of December 31, 2025 and is based solely on a Schedule 13G filed by Blackrock on January 26, 2024 (Blackrock Schedule 13G). In accordance with the disclosures set forth in the Blackrock Schedule 13G, Blackrock reports sole voting and sole dispositive power over 2,345,213 and 2,384,012 shares of Class A Common Stock, respectively. The percent owned is based on the calculation provided by in the Blackrock Schedule 13G. Blackrock has an address of 50 Hudson Yards New York, NY 10001.
(17)			This information is as of December 31, 2025 and is based solely on a Schedule 13G filed by Wellington Management Group LLP on February 10, 2026 ( Wellington Schedule 13G). In accordance with the disclosures set forth in the Wellington Schedule 13G,Wellington reports shared voting and sole dispositive power over 2,957,163. and 3,901,333 shares of Class A Common Stock, respectively. The percent owned is based on the calculation provided by in the Wellington Schedule 13G. Wellington has an address of c/o Wellington Management Company LLP, 280 Congress Street, Boston MA 02210.


Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (1) (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(3) (c)
Equity compensation plans approved by security holders (2)	5,096,829	$29.32	776,755
Equity compensation plans not approved by security holders	—	—	—
Total	5,096,829	$29.32	776,755

(1) Weighted-average exercise price does not take into account shares of common stock subject to outstanding restricted stock units as such shares of common stock will be issued at the time they vest, without any cash consideration payable for those shares of common stock.
(2) Consists of our 2010 stock incentive plan, 2020 stock incentive plan and our 2017 employee stock purchase plan.
(3) Consists of 123,806 shares of our class A common stock remaining available for future issuance are under our 2020 stock incentive plan and 117,003 shares of our class A common stock remaining available for future issuance under our 2017 employee stock purchase plan, including shares subject to purchase during the current purchase period. In addition to being available for future issuance upon exercise of options that may be granted after December 31, 2025, shares under our 2020 stock incentive plans may instead be issued in the form of stock appreciation rights, restricted stock, restricted stock units and other stock-based awards.

SEC Form DEF 14A filed by Ameresco Inc.