[144] StepStone Group Inc. SEC Filing

Rhea-AI Filing Summary

On 14 Jul 2025, HA Sustainable Infrastructure Capital, Inc. (HASI) filed an 8-K announcing the appointment of Nitya Gopalakrishnan, 53, as Executive Vice President & Chief Operating Officer.

Gopalakrishnan joins from BlackRock, where she most recently served as Managing Director & Head of Investment Infrastructure, SMA Solutions, following 25 years in senior platform, engineering and COO roles. The filing states there are no related-party relationships or transactions requiring disclosure.

The offer letter sets a $400 k base salary, target annual cash bonus equal to 125 % of salary, and a 20,000-share restricted-stock sign-on grant vesting over three years. She is also eligible for annual LTIP awards (~100 % of salary) and up to $100 k relocation reimbursement.

If terminated without cause, severance includes 12-months salary, an average prior-bonus payout, one year of health benefits, and full acceleration of all unvested equity.

No other material events, financial results, or transactions were disclosed.

Positive

• High-caliber hire from BlackRock brings 25 years of platform and infrastructure experience that could improve operational execution and scalability.
• Clear compensation disclosure enhances transparency and aligns incentives through a mix of cash and equity.

Negative

• Generous single-trigger severance includes full equity acceleration, potentially increasing future expense and shareholder dilution upon termination.
• Additional fixed costs (salary, relocation) add to G&A, though impact is minor relative to company size.

Insights

Corporate Governance Specialist

TL;DR: Strategic COO hire adds BlackRock pedigree; compensation typical, severance generous but not unusual—overall governance-neutral.

HASI strengthens its C-suite by recruiting an executive with deep operational and platform-integration expertise from BlackRock. The disclosed pay mix—base, bonus, equity, LTIP—is broadly market-aligned for a mid-cap infrastructure REIT. The single-trigger acceleration of equity on a without-cause termination is shareholder-friendly for retention but slightly rich compared with double-trigger norms. No related-party concerns or governance red flags emerge. Impact on governance outlook: neutral.

Equity Analyst

TL;DR: Leadership upgrade may aid execution; financial impact immaterial, share count dilution negligible.

The hire should bolster operational scale as HASI grows its sustainable-asset portfolio. Direct cash cost (~$0.4 m salary plus variable comp) is minimal relative to HASI’s ~$200 m annual G&A. The 20,000 restricted shares equate to <0.02 % of outstanding—immaterial dilution. Severance obligations introduce limited contingent liability. Because no earnings or guidance were provided, the announcement is strategically positive but not immediately valuation-moving.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	30000	1833300.00	76761399	07/25/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	12/02/2024	Founders Shares	Issuer			30000	12/02/2024	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Sales for HART FAMILY TRUST U/T/A DTD10/24/2013 277 Park Avenue, 45th Floor New York NY 10172	Common	07/10/2025	10000	602878.00
10b5-1 Sales for HART FAMILY TRUST U/T/A DTD10/24/2013 277 Park Avenue, 45th Floor New York NY 10172	Common	05/28/2025	27697	1663387.65
10b5-1 Sales for HART FAMILY TRUST U/T/A DTD10/24/2013 277 Park Avenue, 45th Floor New York NY 10172	Common	05/23/2025	1403	84192.88
10b5-1 Sales for HART FAMILY TRUST U/T/A DTD10/24/2013 277 Park Avenue, 45th Floor New York NY 10172	Common	05/14/2025	900	54011.00

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

Who was appointed COO of HASI on July 14, 2025?

HASI appointed Nitya Gopalakrishnan, formerly a Managing Director at BlackRock, as Executive Vice President & Chief Operating Officer.

What is the new COO’s base salary and bonus potential at HASI?

The offer letter sets a $400,000 base salary with a target annual cash bonus equal to 125 % of salary.

How many restricted shares will the new HASI COO receive as a sign-on grant?

She will receive 20,000 restricted shares of HASI common stock, vesting annually over three years.

What severance benefits are provided if the HASI COO is terminated without cause?

Benefits include 12-months salary, average prior bonus, one year of health coverage, and immediate vesting of all unvested equity.

Does the 8-K disclose any related-party transactions involving the new COO?

No. The filing explicitly states there are no related-party relationships or transactions requiring disclosure.