DEF 14A of Clearway Energy, Inc., Mar 15, 2024

DEF 14A of Clearway Energy, Inc.

Filed Mar 15, 2024 · FY20230001104659-24-034883

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | Name, Primary Occupation | Age | Director Since | Independent | Other Public Company Boards | Committee Memberships(1) | | | | | | | | | | A | C | GCN | ERM | | Jonathan Bram | 58 | 2018 | NO | 1 | | ✓ | | | | Chairman of the Board of the Company, Founding Partner of Global Infrastructure Partners | | | | | | | | | | Nathaniel Anschuetz | 36 | 2018 | NO | 1 | | | | ✓ | | Principal at Global Infrastructure Partners | | | | | | | | | | Emmanuel Barrois | 41 | 2022 | NO | 0 | | | | ✓ | | Head of Renewables Portfolio Management for TotalEnergies | | | | | | | | | | Brian R. Ford(2) | 75 | 2013 | YES | 1 | ★ | ✓ | ✓ | | | Former Chief Executive Officer of Washington Philadelphia Partners, LP | | | | | | | | | | Guillaume Hédiard | 42 | 2022 | NO | 0 | | | | | | Vice President Transactions for TotalEnergies Renewables | | | | | | | | | | Jennifer Lowry | 55 | 2022 | YES | 2 | ✓ | ✓ | ✓ | ★ | | Former Vice President of Risk, Treasury and Corporate Finance for McCormick & Company, Inc. | | | | | | | | | | Bruce MacLennan | 57 | 2018 | NO | 0 | | | | | | Partner of Global Infrastructure Partners | | | | | | | | | | Daniel B. More | 67 | 2019 | YES | 1 | ✓ | ✓ | ★ | | | Senior Advisor at Guggenheim Securities | | | | | | | | | | E. Stanley O’Neal | 72 | 2018 | YES | 2 | ✓ | ★ | | | | Former Chairman of the Board and Chief Executive Officer of Merrill Lynch & Co. | | | | | | | | | | Christopher S. Sotos | 52 | 2013 | NO | 0 | | | | | | President and Chief Executive Officer of the Company | | | | | | | | | | Vincent Stoquart | 49 | 2022 | NO | 1 | | | | | | Senior Vice President for TotalEnergies Renewables | | | | | | | | |

  3. DIRECTOR NOMINEES

    (1) ★ Chair ✓ Member A = Audit Committee; C = Compensation Committee; GCN = Corporate Governance, Conflicts and Nominating Committee; ERM = Energy Risk Management Committee Lead Independent Director

  4. DIRECTOR NOMINEE SELECTION PROCESS

    DIRECTOR NOMINEE SELECTION PROCESS The Corporate Governance, Conflicts and Nominating Committee is responsible for identifying individuals that the Committee believes are qualified to become Board members in accordance with criteria set forth in the Guidelines. These criteria include (1) relevant knowledge, diversity of background and experience in areas including business, finance, accounting, marketing, as well as “next-generational” experience, such as technology, cybersecurity and social communication; (2) personal qualities of leadership, character, judgment and whether the candidate possesses a reputation in the community at large of integrity, trust, respect, competence and adherence to the highest ethical standards; (3) roles and contributions valuable to the business community; and (4) whether the candidate is free of conflicts, including the candidate’s qualification as “independent” under the various standards applicable to the Board and its committees, and has the time required for preparation, participation and attendance at meetings. The Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all Board members. The Corporate Governance, Conflicts and Nominating Committee’s process for identifying and evaluating director nominees may also include consultation with all directors, solicitation of proposed nominees from all directors, the engagement of one or more professional search firms (if deemed appropriate), interviews with prospective nominees by the Committee (and other directors, if deemed appropriate) and recommendations regarding qualified candidates to the full Board. In December 2020, in addition to the emphasis in the Guidelines on diversity of backgrounds and perspectives on the Board, the Board adopted a formal diversity policy (the “Diversity Policy”). The Diversity Policy is driven by the Company’s view that the Board should include members with diverse backgrounds, skills and experience, including appropriate financial and other expertise relevant to the business of the Company. The Diversity Policy supports periodically adding new perspectives to the Board to help the Company adapt to changing business trends and affirms that this is a policy. The Corporate Governance, Conflicts and Nominating Committee seeks to achieve diversity within the Board and adheres to the Company’s philosophy of maintaining an environment free from discrimination on the basis of race, color, religion, sex, sexual orientation, gender identity, age, national origin, disability, veteran status or any protected category under applicable law. The composition of the current Board reflects diversity in business and professional experience and skills.

  5. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Each of the eleven nominees for director named in this Proxy Statement has been nominated by the Board upon recommendation of the Corporate Governance, Conflicts and Nominating Committee. The persons named as proxies on the proxy card intend to vote the proxies for the election of the nominees listed below to the Board. Proxies cannot be voted for a greater number of persons than the number of nominees named. Each nominee listed below has consented to being named in this Proxy Statement and to serve as a director if elected. The biography for each nominee includes the specific experience, qualifications, attributes and skills that led the Board to conclude that the nominee should serve as a director. The Board believes that each of the directors has valuable individual skills and experiences that, taken together, provide the Company with the variety and depth of knowledge, judgment and vision necessary to provide effective oversight of the Company.

  6. Nominees for Director

    Nominees for Director The following eleven directors are being nominated for a one-year term, and will be elected annually. Each director will hold office until his or her successor has been duly elected and qualified or until the director’s earlier death, resignation or removal.

  7. Nominees for Director

    | | Jonathan Bram Age: 58 Chairman of the Board Compensation Committee Mr. Bram has served as a director and Chairman of the board of directors of the Company since August 2018. Mr. Bram is a founding partner of GIP and serves on its Investment and Operating Committees and chairs the Investment Committee of its credit funds. Prior to the formation of GIP in 2006, Mr. Bram spent 15 years at Credit Suisse as a managing director in the Investment Banking Division, where he served in a variety of positions including co-head of the Global Industrial and Services Group, chief operating officer of the Investment Banking Division, and co-head of corporate finance for the 150-person U.S. Energy Group. He has experience financing and investing in renewables companies and projects that utilize wind, solar, geothermal and hydroelectric technologies. Mr. Bram is a member of the board of directors of Zephyr Acquisition Holdings, L.P. (the indirect parent of CEG) (“Zephyr Acquisition Holdings”), SunPower Corporation and Chile Renovables, SpA. He previously served on the boards of Terra-Gen Power, Guacolda Energy and Channelview Cogeneration. Mr. Bram holds a B.A. in economics from Columbia College. Mr. Bram’s significant experience in investment banking for, and investments in, energy and power companies, as well as his leadership role at GIP, provide strong financial and transactional experience to the Company’s board of directors. |

  8. Nominees for Director

    | | Nathaniel Anschuetz Age: 36 Energy Risk Management Committee Mr. Anschuetz has served as a director since August 2018. Mr. Anschuetz is a Principal at GIP. Prior to joining GIP in 2012, Mr. Anschuetz was an Analyst in the Power & Utilities Coverage Group at Citigroup from June 2010 through June 2012. Mr. Anschuetz is also a member of the board of directors of Zephyr Acquisition Holdings, Eolian, L.P. and SunPower Corporation. Mr. Anschuetz graduated with cum laude honors from Columbia College in 2010 with an A.B. in Economics and Operations Research, and a concentration in Sustainable Development. Mr. Anschuetz’s financial expertise provides significant value to the Company’s board of directors. |

  9. Nominees for Director

    | | Emmanuel Barrois Age: 41 Energy Risk Management Committee Mr. Barrois has served as a director since October 2022. Mr. Barrois has 15 years of experience in the energy industry. Starting as a petroleum engineer in France and in Nigeria, he moved on to management positions in the Republic of Congo and the UAE. In 2019, he joined the strategy team in the Exploration & Production branch of TotalEnergies, where he led the Long Term Business Plan team. Since 2022, he has been in charge of TotalEnergies’ Renewables portfolio management team. He holds Masters of Engineering from Ecole Nationale des Ponts et Chaussées and Ecole Nationale Supérieure des Pétroles et Moteurs, and a Master of Science from Colorado School of Mines. Mr. Barrois’ engineering, energy and leadership experience provides significant value to the Company’s board of directors. |

  10. Nominees for Director

    | | Brian R. Ford Age: 75 Lead Independent Director Audit Committee (Chair) Compensation Committee Corporate Governance, Conflicts and Nominating Committee Mr. Ford has served as a director since July 2013 and Lead Independent Director since January 2019. Mr. Ford was the Chief Executive Officer of Washington Philadelphia Partners, LP, a real estate investment company, from 2008 through 2010. He retired as a partner from Ernst & Young LLP in June 2008 where he had been employed since 1971. Mr. Ford currently serves on the board of various companies, including FS Investment Corporation portfolios, a specialty finance company that invests primarily in the debt securities of private U.S. middle-market companies, since 2013, where he also serves as the chairman of the audit committee. He also serves on the boards of Drexel University and BAYADA Home Health. From 2013 to 2020, Mr. Ford served on the board of AmeriGas Propane, Inc., where he also served as a member of its audit and corporate governance committees. Mr. Ford received his B.S. in Economics from Rutgers University. Mr. Ford’s extensive experience in accounting and public company matters provides strong financial, audit and accounting skills to the Company’s board of directors. |

  11. Nominees for Director

    | | Guillaume Hédiard Age: 42 Mr. Hédiard has served as a director since October 2022. Mr. Hédiard is Vice President Transactions and is in charge of M&A, Structured Finance, and Legal activities for TotalEnergies Renewables. Mr. Hédiard also serves on the board of Casa dos Ventos. Prior to joining TotalEnergies in 2018, Mr. Hédiard spent 12 years at Crédit Agricole Corporate and Investment Bank in Paris and London, where he served as Executive Director in CA-CIB’s Power & Utilities EMEA team in charge of debt arranging and structured finance advisory mandates in the power sector for the EMEA region. Mr. Hédiard holds a BA Corporate Finance and Financial Engineering from the Paris Dauphine University. Mr. Hédiard’s extensive financial and power industry experience provides significant value to the Company’s board of directors. |

  12. Nominees for Director

    | | Jennifer Lowry Age: 55 Audit Committee Compensation Committee Corporate Governance, Conflicts and Nominating Committee Energy Risk Management Committee (Chair) Ms. Lowry has served as a director since February 2022. Ms. Lowry served as Vice President of Risk, Treasury and Corporate Finance for McCormick & Company, Inc. from October 2019 through July 2021, and as Vice President of Corporate Finance from November 2016 through October 2019. From 2012 to 2016, Ms. Lowry held management positions with Exelon Corporation as Senior Vice President, Generation Company Strategy and Constellation Energy Group, Inc as Vice President and Treasurer. Prior to that, she held executive positions at companies within the electric power industry including AES Corporation and Cogentrix Energy Group, Inc. Ms. Lowry served on numerous governing committees within Constellation and Exelon and was recently Chair of the Maryland Zoo Board of Trustees. Ms. Lowry has also been a board member of Electriq Power Holdings, Inc. since August 2023 and serves on its compensation committee. Ms. Lowry has also been a member of the board of directors of MYR Group, Inc. since 2018, and is currently chair of its Audit Committee. Ms. Lowry’s financial and energy industry experience provides significant value to the Company’s board of directors. |

  13. Nominees for Director

    | | Bruce MacLennan Age: 57 Mr. MacLennan has served as a director since August 2018. Mr. MacLennan is a Partner of GIP and focuses on the energy and power sectors. Prior to joining GIP at its formation in 2006, Mr. MacLennan was a Director in the Investment Banking Division of Credit Suisse. During his time at Credit Suisse, he worked in the Global Energy Group, the Global Project Finance Group and the Global Industrial and Services Group. Mr. MacLennan holds an A.B. from Harvard University and an M.B.A. from the Wharton School of the University of Pennsylvania. He is currently a member of the board of directors of Eolian, L.P. and previously served on the boards of Competitive Power Ventures and CEG. Mr. MacLennan’s significant experience in investment banking for, and investments in, energy and power companies, as well as his leadership role at GIP, provide strong financial and transactional experience to the Company’s board of directors. |

  14. Nominees for Director

    | | Daniel B. More Age: 67 Audit Committee Compensation Committee Corporate Governance, Conflicts and Nominating Committee (Chair) Mr. More has served as a director since February 2019. Mr. More has been a Senior Advisor with Guggenheim Securities since October 2015. Mr. More retired as a Managing Director and Global Head of Utility Mergers & Acquisitions of the Investment Banking Division of Morgan Stanley in 2014. He held such position since 1996. Mr. More has been an investment banker since 1978 and has specialized in the utility sector since 1986. Mr. More has served as a director of SJW Group since April 2015. He served as a director of Saeta Yield from February 2015 to June 2018 and served as a director of the New York Independent System Operator from April 2014 until February 2016. Mr. More’s extensive experience in investment banking, including capital raising and strategic initiatives, combined with experience as a director of energy industry companies, provides significant value to the Company’s board of directors. |

  15. Nominees for Director

    | | E. Stanley O’Neal Age: 72 Audit Committee Compensation Committee (Chair) Mr. O’Neal has served as a director since August 2018. Mr. O’Neal served as Chairman of the Board and Chief Executive Officer of Merrill Lynch & Co., Inc. until October 2007. He became Chief Executive Officer of Merrill Lynch in 2002 and was elected Chairman of the Board in 2003. Mr. O’Neal was employed with Merrill Lynch for 21 years, serving as President and Chief Operating Officer from July 2001 to December 2002; President of U.S. Private Client from February 2000 to July 2001; Chief Financial Officer from 1998 to 2000 and Executive Vice President and Co-head of Global Markets and Investment Banking from 1997 to 1998. Before joining Merrill Lynch, Mr. O’Neal was employed at General Motors Corporation where he held a number of financial positions of increasing responsibility. Currently, Mr. O’Neal is chairman of the nominating and governance committee and a member of the committee of Arconic Corp., an aluminum manufacturing company and the former parent company of Alcoa Inc. Mr. O’Neal is also a director and member of the nominating and governance committee of Element Solutions Inc. (formerly Platform Specialty Products Corporation), a global, diversified producer of high technology specialty chemical products and provider of technical services. Mr. O’Neal is also a director of Hut 8 Corp, a cryptocurrency mining company, which was formed in November 2023 as a merger between Hut 8 Mining Corp and U.S. Data Mining Group, Inc. Mr. O’Neal was a director of General Motors Corporation from 2001 to 2006, chairman of the board of Merrill Lynch & Co., Inc. from 2003 to 2007, and a director of American Beacon Advisors, Inc. (investment advisor registered with the Securities and Exchange Commission) from 2009 to September 2012. Mr. O’Neal’s extensive executive experience, financial expertise and leadership skills enable him to provide unique guidance to the Company’s board of directors and management team. |

  16. Nominees for Director

    | | Christopher S. Sotos Age: 52 President, CEO and Director Mr. Sotos has served as President and Chief Executive Officer of the Company since May 2016, and as a director since May 2013. Mr. Sotos had also served in various positions at NRG Energy, Inc. (“NRG”), including most recently as Executive Vice President — Strategy and Mergers and Acquisitions from February 2016 through May 2016 and Senior Vice President — Strategy and Mergers and Acquisitions from November 2012 through February 2016. In this role, he led NRG’s corporate strategy, mergers and acquisitions, strategic alliances and other special projects for NRG. Previously, he served as NRG’s Senior Vice President and Treasurer from March 2008 to September 2012, where he was responsible for all treasury functions, including raising capital, valuation, debt administration and cash management. Mr. Sotos also previously served as a director of FuelCell Energy, Inc. from September 2014 to April 2019. As President and Chief Executive Officer of the Company, Mr. Sotos provides the Company’s board of directors with management’s perspective regarding the Company’s day to day operations and overall strategic plan. Mr. Sotos also brings strong financial and accounting skills to the Company’s board of directors. |

  17. Nominees for Director

    | | Vincent Stoquart Age: 49 Mr. Stoquart has served as a director since October 2022. Mr. Stoquart has served as senior vice president of the Renewables division of TotalEnergies S.E. since December 6, 2021. Mr. Stoquart is also a member of the board of SunPower Corporation and serves on its compensation committee. From October 2019 to December 2021, he served as Senior Vice President, Refining and Petrochemicals Americas, and President and Chief Executive Officer of Total Petrochemicals & Refining USA, Inc. He was, during this period, also the country chair for TotalEnergies in the United States, based in Houston, Texas. Prior to that, Mr. Stoquart served as Senior Vice President, Polymers, of TotalEnergies Refining & Chemicals in Brussels, Belgium. From 2012 to 2017, Mr. Stoquart managed TotalEnergies’s Flanders Refinery in Dunkirk, France, before joining TotalEnergies Global Services where he became President, TotalEnergies Learning Solutions. Mr. Stoquart began his career with TotalEnergies in 1998 as an engineering project manager at the Feluy Polymers Plant in Belgium, working as a production manager in various positions from 2002 to 2009 before being appointed as human resources and communications manager of the Feluy Plant in 2010. Mr. Stoquart graduated as a mechanical engineer from the Catholic University of Louvain, Belgium. He also has a diploma in aeronautics and aerospace from the von Karman Institute for Fluid Dynamics. Mr. Stoquart’s engineering, energy and leadership experience provides significant value to the Company’s board of directors. |

  18. Nominees for Director

    The Board recommends a vote “FOR” the election to the Board of each of the foregoing nominees. Proxies received by the Board will be voted “FOR” each of the nominees unless a contrary vote is specified.

  19. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The chart below describes the compensation program established for our directors for their service as Board members, chairs of the Committees and Lead Independent Director, as applicable, in 2023. Only our independent, non-employee directors receive compensation for their services as directors, which is set by our Board based on recommendations by the Compensation Committee. Our President and CEO, Mr. Sotos, does not receive compensation for his service as a director, and none of the directors who are officers or employees of GIP or TotalEnergies receive compensation for their services as directors.

  20. DIRECTOR COMPENSATION

    | Compensation Element | Compensation Amount | | Annual Cash Retainer | $90,000 | | Annual Deferred Stock Unit Award | $125,000 | | Lead Independent Director Retainer | $25,000 | | Audit Committee Chair Retainer | $25,000 | | Compensation Committee Chair Retainer | $20,000 | | Corporate Governance, Conflicts and Nominating Committee Chair Retainer | $20,000 | | Energy Risk Management Committee Chair Retainer | $20,000 | | Employee or Directors Affiliated with GIP or TotalEnergies | No compensation |

  21. DIRECTOR COMPENSATION

    Our independent directors receive an annual retainer of cash and equity for their services as directors. The independent directors received $90,000 in the form of cash and $125,000 in the form of stock awards issued under our Amended and Restated 2013 Equity Incentive Plan (the “Equity Incentive Plan”). Chair retainers were payable 50% in the form of cash and 50% in the form of stock awards issued under the Equity Incentive Plan. Each stock award may, pursuant to an independent director’s deferral election, be awarded as deferred stock units (“DSUs”). In addition, directors may defer the cash component of their annual retainers into additional DSUs. Each DSU issued in 2023 was equivalent in value to one share of Class C common stock and represents the right to receive one such share of Class C common stock payable at the time elected by the director, or in the event the director does not make an election with respect to payment in a particular year, in accordance with his or her prior deferral election. In the event that a director’s service with the Company is terminated for any reason, other than cause, DSU awards are payable in accordance with such director’s deferral election. If a director’s service with the Company is terminated for cause, the award is forfeited. In connection with the grants of the DSUs, each independent director also received dividend equivalent rights (“DERs”) which become vested proportionately with the DSUs to which they relate. Each DER represents the right to receive the dividends and distributions that would have otherwise been paid with respect to a share subject to a DSU award (if such share were outstanding rather than being subject to the DSU award). Typically, accrued DERs are credited as additional shares that will be subject to the vesting and payment terms of the corresponding award of DSUs. Accordingly, DERs are intended to represent the economic value that our independent directors would otherwise receive if, as applicable, they did not elect to receive DSUs and they, instead, held the shares relating to the DSUs outright. Similar to its competitive assessment of NEO compensation, Pay Governance, the Compensation Committee’s compensation consultant, performed a review of director compensation and stock ownership guidelines in 2023. Results of the review were shared with the Compensation Committee, which made a recommendation to the full Board for final approval. The Compensation Committee previously implemented a stock ownership guideline for directors requiring stock ownership equal to five times the annual cash retainer fee and, as part of its competitive assessment (described above), Pay Governance confirmed this guideline is consistent with the market (i.e., with respect to similarly situated businesses). Although directors are not required to make purchases of our common stock to meet their target ownership multiple, they are restricted from divesting any securities until such ownership multiple is attained, except to make a required tax payment, and must maintain their ownership multiple after any such transactions. In addition, our independent directors are reimbursed for out-of-pocket expenses in connection with attending meetings of the Board or its Committees. As a general matter, we expect that in the future, any independent director will receive grants of equity-based awards upon appointment to our Board and from time to time thereafter for so long as he or she serves as a director. Each member of our Board is indemnified for his or her actions associated with being a director to the fullest extent permitted under Delaware law. In addition, we have entered into indemnification agreements with each of our directors as well as our executive officers. The indemnification agreements provide the directors and executive officers with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under Delaware law.

  22. Director Compensation Fiscal Year Ended December 31, 2023(1)

    Director Compensation Fiscal Year Ended December 31, 2023(1)

  23. Director Compensation Fiscal Year Ended December 31, 2023(1)

    | Name | Fees Earned or Paid in Cash | Stock Awards | Total | | Brian R. Ford | $115,000 | $150,008 | $265,008 | | Jennifer E. Lowry | $100,000 | $135,013 | $235,013 | | Daniel B. More | $100,000 | $135,013 | $235,013 | | E. Stanley O’Neal(2) | — | $235,008 | $235,008 |

  24. Director Compensation Fiscal Year Ended December 31, 2023(1)

    (1) Reflects the grant date fair value of DSUs awarded in 2023 determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation Stock Compensation, the full amount of which is recorded as a compensation expense in the income statement for the 2023 fiscal year. For all directors, the grant date fair value of the DSUs that are payable in Class C common stock was based on the closing price of our Class C common stock on the date of grant. For all directors, the grant date fair value of the DSUs granted on June 1, 2023 for their period of service beginning on June 1, 2023 through May 31, 2024 was based on the June 1, 2023 Class C common stock closing price of $29.06. (2) Mr. O’Neal elected to receive the cash portion of his director compensation in the 2023 fiscal year in the form of DSUs that are payable in Class C common stock upon termination of service as a Board member. The following table sets forth the aggregate number of stock awards (DSUs and any DERs thereon) held by each of the independent directors as of December 31, 2023. All DSUs held by the independent directors are payable upon termination of service as a Board member.

  25. Director Compensation Fiscal Year Ended December 31, 2023(1)

    | Name | Class A Stock Awards | Class C Stock Awards | | Brian R. Ford | 7,626 | 67,929 | | Jennifer E. Lowry | — | 8,790 | | Daniel B. More | — | 48,131 | | E. Stanley O’Neal | — | 47,728 |

  26. COMPENSATION DISCUSSION & ANALYSIS

    | EXECUTIVE SUMMARY | 42 | | EXECUTIVE COMPENSATION PROGRAM | 42 | | KEY GOVERNANCE FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM | 42 | | BUSINESS STRATEGY AND COMPANY PERFORMANCE | 43 | | EXECUTIVE COMPENSATION PROGRAM | 44 | | 2023 NAMED EXECUTIVE OFFICERS | 44 | | GOALS AND OBJECTIVES OF THE PROGRAM | 44 | | THE COMPENSATION PROCESS | 44 | | COMPENSATION CONSULTANT | 44 | | COMPENSATION PEER GROUP ANALYSIS | 45 | | ELEMENTS OF COMPENSATION | 45 | | BASE SALARY | 45 | | ANNUAL INCENTIVE COMPENSATION | 46 | | LONG-TERM INCENTIVE COMPENSATION | 48 | | CLAWBACKS | 50 | | BENEFITS | 50 | | POTENTIAL SEVERANCE AND CHANGE-IN-CONTROL BENEFITS | 50 | | OTHER MATTERS | 51 | | STOCK OWNERSHIP GUIDELINES | 51 | | TAX AND ACCOUNTING CONSIDERATIONS | 51 | | COMPENSATION TABLES | 52 | | EMPLOYMENT AGREEMENTS | 55 | | SEVERANCE AND CHANGE-IN-CONTROL | 56 | | DEFINITION OF CHANGE-IN-CONTROL, ETC. | 58 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL | 59 | | CEO PAY RATIO | 60 | | COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION | 60 | | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 60 | | PAY VERSUS PERFORMANCE | 61 | | TABULER LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES | 65 |

  27. EXECUTIVE COMPENSATION PROGRAM

    EXECUTIVE COMPENSATION PROGRAM Clearway is a publicly-traded energy infrastructure investor and owner of modern, sustainable and long-term contracted assets across North America. The Company is sponsored by GIP and TotalEnergies through the portfolio company, CEG, and, together, GIP and TotalEnergies hold all of the Company’s Class B common stock and Class D common stock and thus collectively have the majority voting interest in the Company. This Compensation Discussion and Analysis (this “CD&A”) describes the philosophy, elements, implementation, and results of our 2023 executive compensation program as it applies to the executive team. The Compensation Committee’s objectives are to design a simple, yet competitive, executive compensation program, which is aligned with the interests of our stockholders. This program is designed to align short-term and long-term compensation with the Company’s annual performance and three-year total stockholder return (“TSR”), respectively. Our annual incentive program (“AIP”) is primarily based on objective criteria that support the achievement of our short-term objectives, which we believe create long-term stockholder value. Our long-term incentives are comprised of 67% Relative Performance Stock Units (“RPSUs”), which vest based on relative TSR measured over three years and 33% Restricted Stock Units (“RSUs”), which vest based on continued service over three years. The program is intended to incorporate many best practices in compensation design, while being tailored to our business needs and compensation objectives. In 2023, the Compensation Committee reviewed and did not modify its philosophy related to the compensation program. Thus, NEO compensation continued to be delivered through a mix of (i) base salary, (ii) an annual incentive bonus opportunity under the AIP and (iii) long-term incentive compensation under our LTIP in the form of RPSUs and RSUs. At our 2023 Annual Meeting of Stockholders, we received approximately 98% support for our say on pay proposal. We believe these results demonstrate our stockholders support our pay practices and that our compensation program is aligned with their interests.

  28. KEY GOVERNANCE FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM

    | What We Do: | What We Don’t Do: | | • Provide market-level retirement benefits and limited perquisites • Engage an independent compensation consultant to provide advice to the Compensation Committee with respect to our compensation program • Conduct an annual say on pay vote | |

  29. GOALS AND OBJECTIVES OF THE PROGRAM

    GOALS AND OBJECTIVES OF THE PROGRAM The Compensation Committee is responsible for the development and implementation of the Company’s executive compensation program, subject to Board approval for equity awards to certain officers, and references to Compensation Committee actions described below should be read in a manner that contemplates the requisite Board approval, as applicable, is in effect (see “Board Committees — Compensation Committee” above). The intent of the program is to reward the achievement of the Company’s annual goals and objectives while supporting the Company’s long-term business strategy. The Compensation Committee is committed to aligning executives’ compensation with performance. Our Compensation Committee has designed an executive compensation program that is intended to: • closely align our executive compensation with stockholder value creation, avoiding plans that encourage executives to take excessive risk, while driving long-term value to stockholders; • support our long-term business strategy, while rewarding our executive team for their individual accomplishments with tailored individual executive compensation metrics and incentives; and • provide a competitive compensation opportunity while aligning with market standards for compensation. The Compensation Committee’s objectives are achieved through the use of both short-term and long-term incentives. The Company currently targets total direct compensation at the median of our Compensation Peer Group (defined below), as described below under “Elements of Compensation.”

  30. COMPENSATION CONSULTANT

    COMPENSATION CONSULTANT Pursuant to its charter, the Compensation Committee is authorized to engage, at the expense of the Company, a compensation consultant to provide independent advice, support and expertise to assist the Compensation Committee in overseeing and reviewing our overall executive compensation strategy, structure, policies and programs, and to assess whether our compensation structure establishes appropriate incentives for management and other key employees. Pay Governance has been the Compensation Committee’s independent compensation consultant since August 2020, and Pay Governance has continued to serve in that capacity to the present date. Pay Governance worked with the Compensation Committee to formulate the design of the executive and director compensation programs for 2023. As part of its work with the Compensation Committee, Pay Governance provided reports to the Compensation Committee containing research, market data, survey information and information regarding trends and developments in executive and director compensation, and Pay Governance reported directly to the Compensation Committee. Neither Pay Governance, nor any of their affiliates provided any other services for us or any of our affiliates in 2023. In accordance with SEC rules and requirements, the Company has affirmatively determined that no conflicts of interest exist between the Company and Pay Governance (or any individuals working on the Company’s account on behalf of Pay Governance).

  31. COMPENSATION PEER GROUP ANALYSIS

    COMPENSATION PEER GROUP ANALYSIS The Compensation Committee, with support from its independent compensation consultant, identifies the most appropriate comparator group within relevant industries for purposes of benchmarking compensation. The Compensation Committee aims to compare our compensation program to a consistent peer group year-to-year but given the dynamic nature of our industry and the companies that constitute it, the Compensation Committee annually examines the peer group for appropriateness in terms of size, complexity, and industry. In connection with this annual review, the Compensation Committee reviewed the peer group identified for 2022 and adjusted it to remove Covanta Holding Corporation due to its acquisition and delisting, but otherwise maintained the same peer group for compensation benchmarking purposes in 2023 (the “Compensation Peer Group”). For these purposes, the Compensation Peer Group, comprised of similarly sized publicly owned energy and utility companies, is identified below:

  32. COMPENSATION PEER GROUP ANALYSIS

    | Company | Ticker | Company | Ticker | | Algonquin Power & Utilities Corp. | NYSE: AQN | MGE Energy, Inc. | NASDAQ: MGEE | | Alliant Energy Corporation | NASDAQ: LNT | Northland Power Inc. | TSX: NPI | | Atmos Energy Corporation | NYSE: ATO | NorthWestern Corporation | NYSE: NWE | | Avista Corporation | NYSE: AVA | Ormat Technologies, Inc. | NYSE: ORA | | Black Hills Corporation | NYSE: BKH | Portland General Electric Company | NYSE: POR | | Equitrans Midstream Corporation | NYSE: ETRN | South Jersey Industries, Inc. | NYSE: SJI(1) | | Genesis Energy, L.P. | NYSE: GEL | TransAltaCorporation | NYSE: TAC | | Innergex Renewable Energy Inc. | TSX: INE | | |

  33. COMPENSATION PEER GROUP ANALYSIS

    (1) South Jersey Industries, Inc. was acquired by the Infrastructure Investments Fund in February 2023 and was delisted, but was included by Pay Governance as part of its 2023 compensation benchmarking analysis, and for that reason, South Jersey Industries, Inc. is included in the Compensation Peer Group for 2023 but will not be part of the Compensation Peer Group for 2024 or going forward. For the purposes of determining appropriate NEO pay levels for 2023, the Compensation Committee reviewed NEO compensation from peers, where available and appropriate (e.g., based on an NEO’s position and duties). To supplement this analysis, the Compensation Committee reviewed relevant third-party survey data and considered the recommendations of the CEO on NEO and employee compensation matters not involving the CEO. The Compensation Committee may accept or adjust such CEO recommendations at its discretion. The NEOs did not participate in Compensation Committee discussions regarding their own compensation.

  34. ELEMENTS OF COMPENSATION

    ELEMENTS OF COMPENSATION Our compensation program for our NEOs consists of fixed compensation (base salary), performance-based compensation (AIP bonus and RPSUs) and time-based compensation (RSUs). We use the median percentile of our Compensation Peer Group as a guidepost in establishing the targeted levels of total direct compensation (cash and equity) for our NEOs. We expect that, over time, targeted total direct compensation for our NEOs will continue to approximate the median of our Compensation Peer Group. Realized pay in a given year depends on the achievement of defined performance-based compensation metrics. While a portion of our NEOs’ compensation is fixed, a significant percentage is at-risk and payable and/or realizable only if certain performance objectives are met.

  35. BASE SALARY

    BASE SALARY Base salary compensates NEOs for their level of experience and position responsibilities and for the continued expectation of superior performance. Recommendations on increases to base salary take into account, among other factors, the NEO’s individual performance, the general contributions of the NEO to overall corporate performance, the level of responsibility of the NEO with respect to his or her specific position, and the NEO’s current base salary level compared to the market median. In lieu of an increase to Mr. Sotos’ base salary, the Board increased Mr. Sotos’ target LTIP award to recognize his performance, better align his total direct compensation with the market median, and cause a higher percentage of Mr. Sotos’ compensation to be performance-based. Each of Ms. Rubenstein and Mr. Malcarney received a base salary increase in 2023 based on such executive’s performance and peer group benchmarking. Ms. Rubenstein received a subsequent base salary increase in 2023 in connection with her appointment as Executive Vice President and Chief Financial Officer. The base salary for each NEO for fiscal year 2023 as of December 31, 2023 is set forth below:

  36. ANNUAL INCENTIVE COMPENSATION

    ANNUAL INCENTIVE COMPENSATION

  37. Overview

    Overview Annual incentive compensation awards (AIP bonuses) are made under our AIP. AIP bonuses represent short-term compensation designed to compensate NEOs for meeting annual Company goals and for their individual performance over the course of the year. The Compensation Committee establishes these annual Company goals after reviewing the Company’s business strategy and other matters. As further discussed below, the annual goals for 2023 relate to: (a) CAFD and (b) key performance milestones. In addition, the overall bonus payout is negatively adjusted for any OSHA recordable injuries that occur during the year, and each NEO’s individual performance may (negatively or positively) affect the bonus amount that he or she ultimately receives under our AIP. However, notwithstanding individual performance or the extent to which the Company goals are achieved, the Compensation Committee retains sole discretion under the AIP to reduce the amount of or eliminate any AIP bonuses that are otherwise payable under the AIP. AIP bonus opportunities are expressed in terms of threshold, target and maximum bonus opportunities. Different percentages of each NEO’s annual base salary relate to these threshold, target and maximum AIP bonus opportunities. However, in the event threshold performance for 2023 was not achieved with respect to one of the AIP performance metrics, no AIP bonuses would have been payable for that component for 2023. The AIP provides NEOs (other than Mr. Sotos whose severance is governed by his amended and restated employment agreement) eligibility for a pro-rated target bonus payment for the year of a qualifying severance termination, based on the portion of the performance period that the NEO was employed.

  38. 2023 AIP Bonus Performance Criteria

    2023 AIP Bonus Performance Criteria The 2023 AIP bonus performance criteria applicable to all NEOs are based upon the two Company goals described above and adjusted, as discussed, based on OSHA recordable injuries and individual performance, as applicable. The table below sets forth the 2023 AIP performance criteria and weightings applicable to all NEOs, assuming the achievement of each goal at target.

  39. 2023 AIP Bonus Performance Criteria

    | Goal | Weight | | CAFD(1) | 40% | | Key Performance Milestones | 60% | | Overall Funding | 100% | | OSHA Recordables | - 5% (per recordable injury) | | Individual Performance | +/- 20% |

  40. 2023 AIP Bonus Performance Criteria

    A non-GAAP measure, CAFD is defined as adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) plus cash distributions/return of investment from unconsolidated affiliates, and subsequent release post-bankruptcy, cash receipts from notes receivable, cash distributions from noncontrolling interests, adjustments to reflect sales-type lease cash payments, less cash distributions to noncontrolling interests, maintenance capital expenditures, pro-rata Adjusted EBITDA from unconsolidated affiliates, cash interest paid, income taxes paid, principal amortization of indebtedness, changes in prepaid and accrued capacity payments, and adjusted for development expenses. • CAFD. The Compensation Committee set the 2023 threshold, target and maximum CAFD performance metric at $360 million, $410 million and $460 million, respectively. For 2023, the CAFD goals and the achieved level are set forth in the chart below. Due to lower-than-expected merchant energy margin caused by milder than normal temperatures during the first half of 2023, the Company did not achieve threshold CAFD performance.

  41. 2023 AIP Bonus Performance Criteria

    | CAFD Threshold | CAFD Target | CAFD Maximum | CAFD Actual | | $360 million | $410 million | $460 million | $342 million |

  42. 2023 AIP Bonus Performance Criteria

    • Key Performance Milestones. “Key performance milestones” performance metrics are established as a defined annual incentive category. The Compensation Committee establishes threshold, target and maximum levels of performance for this category based on the number of milestones achieved. For 2023, a total of five milestones were established relating to adherence to budget, CAFD per share goals, restructuring of Lighthouse Renewable Holdco LLC and Lighthouse Renewable Holdco 2 LLC, ratio of administrative costs to CAFD, and natural gas strategic plan and execution. For 2023, threshold performance required the achievement of two out of the five milestones, target performance required the achievement of three out of the five milestones, and maximum performance required the achievement of all five milestones. Ultimately, target performance was attained with the achievement of three out of the five milestones in 2023. Individual Performance. As indicated above, an NEO’s individual performance may (negatively or positively) affect his or her AIP bonus by up to 20% of such NEO’s target award, although no AIP bonus payments can exceed 200% of the target award. Such individual performance is determined on a subjective basis based on the Compensation Committee’s assessment of the NEO’s contributions in supporting adherence to budget, support towards the achievement of key milestones, and other contributions towards the successful execution of the Company’s business strategy. The Compensation Committee recommended, and the full Board approved, that an individual performance modifier of +20% be applied to the AIP bonus target award for each NEO’s individual performance, including the completion of several key initiatives that position the Company for future long-term success, as described more fully above under “Business Strategy and Company Performance”, despite a challenging environment attributable to a year of low renewable energy resource.

  43. 2023 Annual Incentive Bonus Opportunity

    2023 Annual Incentive Bonus Opportunity The threshold, target and maximum AIP bonus opportunities for NEOs for 2023, expressed as a percentage of base salary, were:

  44. 2023 Annual Incentive Bonus Opportunity

    | Named Executive Officer | Threshold (%)(1) | Target (%)(1) | Maximum (%)(1) | Target Amount ($) | | Christopher S. Sotos | 50 | 100 | 200 | 665,201 | | Sarah Rubenstein(2) | 32.5 | 65 | 130 | 250,250 | | Kevin P. Malcarney | 32.5 | 65 | 130 | 267,800 |

  45. 2023 Annual Incentive Bonus Opportunity

    (1) This assumes that the CAFD performance metric and all other quantitative and qualitative goals, including the key milestones, are achieved at threshold, target and maximum levels, as applicable. (2) Ms. Rubenstein’s threshold, target and maximum AIP award opportunities were increased in February 2023 to recognize her performance and to better align her total direct compensation with the market median. Ms. Rubenstein’s threshold, target and maximum AIP award opportunities were subsequently increased in April 2023 in connection with her appointment as Executive Vice President and Chief Financial Officer. Ms. Rubenstein previously served as Senior Vice President and Chief Accounting Officer of the Company.

  46. 2023 Annual Incentive Bonuses

    2023 Annual Incentive Bonuses As noted above, with respect to AIP bonuses for 2023, the CAFD target was $410 million and the key performance milestone target was achievement of three out of five key performance milestones. For 2023, CAFD achievement was below threshold at approximately $342 million, three out of five key performance milestones were achieved, and there were no OSHA recordable injuries. Due to the achievement specified above, after taking into account the application of the individual performance modifier, 2023 AIP bonuses were paid at levels between threshold and target. If performance falls between threshold and target or target and maximum, the bonus opportunity will be determined on an interpolated basis. As a result, the CAFD metric and the key performance milestone metrics were respectively weighted at 0% and 100% of target. The annual incentive bonuses paid to NEOs for 2023 were:

  47. 2023 Annual Incentive Bonuses

    | Named Executive Officer | Percentage of Annual Base Salary Achieved (%) | Individual Performance Modifier (+/- 20%) | Percentage of Target Achieved (%) | Annual Incentive Payment ($) | | Christopher S. Sotos | 80 | 20 | 80 | 532,161 | | Sarah Rubenstein(1) | 52 | 20 | 80 | 200,200 | | Kevin P. Malcarney | 52 | 20 | 80 | 214,240 |

  48. 2023 Annual Incentive Bonuses

    (1) Ms. Rubenstein was appointed as Executive Vice President and Chief Financial Officer in April 2023. Ms. Rubenstein previously served as Senior Vice President and Chief Accounting Officer of the Company.

  49. LONG-TERM INCENTIVE COMPENSATION

    LONG-TERM INCENTIVE COMPENSATION We believe that equity awards directly align our NEOs’ interests with those of our stockholders. In 2023, the Compensation Committee granted our NEOs a combination of performance-based equity awards directly linked to long-term stockholder value creation and time-based equity awards which also represent a critical component of our long-term incentive compensation due to the retention aspects of the awards. To enhance our compensation program’s focus on Company performance, the majority of these long-term incentive awards (67%) were performance-based (i.e., granted as RPSUs). The remainder of our long-term incentive awards (33%) were time-based (i.e., granted as RSUs which vest over three years). We believe that our AIP appropriately focuses our NEOs on shorter-term (one-year) financial metrics while our LTIP emphasizes long-term stockholder value creation (i.e., three-year TSR outperformance). For 2023, Mr. Sotos’ target LTIP award was 350% of his base salary and Ms. Rubenstein and Mr. Malcarney’s target LTIP awards were 125% of their respective base salaries. Mr. Sotos’ target LTIP award increased from 315% in 2022 to 350% in 2023 to recognize his performance and better align his total direct compensation with the market median. Ms. Rubenstein and Mr. Malcarney’s target LTIP awards remained unchanged from 2022. The above mix of long-term incentive compensation applied to all NEOs for 2023.

  50. Relative Performance Stock Units

    Relative Performance Stock Units Each RPSU represents the potential to receive one share of Class C common stock, as adjusted, based on the Company’s TSR performance ranked against the TSR performance of a comparator group of similar companies (the “Performance Peer Group”) after the completion of a three-year performance period. Relative measures are designed to normalize for externalities, ensuring the program appropriately reflects management’s impact on the Company’s TSR by including peer companies that the Compensation Committee believes are similarly impacted by market conditions. The payout of shares of Class C common stock at the end of the three-year performance period is based on the Company’s TSR performance percentile rank compared with the TSR performance of the Performance Peer Group. To ensure a rigorous program design, the target level payout (100% of shares granted) generally requires the Company to perform at the 50th percentile. However, to induce management to achieve greater than target level (i.e., 50th percentile) performance in a down market, in the event that the Company’s TSR performance declines by more than 20% over the performance period, the target level payout (100% of shares granted) will require achievement of 60th percentile performance. The Compensation Committee believes that this increased performance requirement addresses the concern that a disproportionate award may be paid in the event that our relative performance is high, but absolute performance is low. In the event relative performance is below the 25th percentile, the award is forfeited. In the event relative performance is between the 25th percentile and the 50th percentile (or the 60th percentile if our TSR performance declines by more than 20% over the performance period), payouts will be based on an interpolated calculation. In the event relative performance reaches the 50th percentile (or the 60th percentile as described above), 100% of the award will be paid. In the event relative performance is between the 50th percentile (or the 60th percentile as described above) and the 75th percentile, payouts will be based on an interpolated calculation. In the event that relative performance is at or above the 75th percentile, a maximum payout of 150% of the target will be paid with respect to RPSU awards granted in 2023. Based on the Company’s TSR performance ranked against the TSR performance of the Performance Peer Group over the three-year performance period ending on December 31, 2023, the RPSUs granted in 2021 will vest on April 15, 2024 at 58% of target. The table below illustrates the design of our RPSUs in 2023.

  51. Relative Performance Stock Units

    | Performance Targets | Performance Requirement | | Payout Opportunity | | Maximum | 75th percentile or above | | 150% | | Target | Standard Target: 50th percentile | Modified Target: 60th percentile (less than -20% absolute TSR) | 100% | | Threshold | 25th percentile | | 25% | | Below Threshold | Below 25th percentile | | 0% |

  52. Restricted Stock Units

    Restricted Stock Units Each RSU represents the right to receive one share of our Class C common stock after the completion of the vesting period. The RSUs granted to the NEOs in 2023 vest ratably, meaning that one-third of the award vests each year on the anniversary of the grant date, over a three-year period.

  53. Dividend Equivalent Rights (DERs)

    Dividend Equivalent Rights (DERs) In connection with awards of both RPSUs and RSUs, each NEO also receives DERs, which accrue with respect to the award to which they relate. Accrued DERs are credited as additional shares that will be subject to the vesting and payment terms of the corresponding award of RPSUs or RSUs, as applicable. Accordingly, accrued DERs are paid at the same time the shares of Class C common stock underlying each award are delivered to the NEO, and accrued DERs are forfeited if, or to the extent that, the underlying award is forfeited.

  54. POTENTIAL SEVERANCE AND CHANGE-IN-CONTROL BENEFITS

    POTENTIAL SEVERANCE AND CHANGE-IN-CONTROL BENEFITS Each NEO’s RPSU and RSU award agreements under the LTIP provide for certain treatment in the event of such NEO’s termination of employment under certain circumstances, including in connection with a change-in-control. Additionally, Mr. Sotos, pursuant to his amended and restated employment agreement (as described below), and the remaining NEOs, pursuant to the Company’s Executive Change-in-Control and General Severance Plan (the “CIC Plan”) as well as pursuant to the Compensation Committee’s discretion under the AIP, are entitled to additional severance payments and benefits in the event of termination of employment under certain circumstances, including following a change-in-control. We believe change-in-control arrangements are considered a market practice among many publicly held companies. Most often, these arrangements are utilized to encourage executives to remain with the company during periods of extreme job uncertainty and to ensure that any potential transaction is thoroughly and objectively evaluated. In order to enable a smooth transition during an interim period, change-in-control arrangements provide a defined level of security for the executive and the company, enabling a more seamless implementation of a particular merger, acquisition or asset sale or purchase, and subsequent integration. In addition, such agreements include restrictive covenants, such as non-compete, non-solicitation and confidentiality provisions that protect the interests of the Company. For a more detailed discussion, including the quantification of potential payments, please see the section entitled “Severance and Change-in-Control” following the executive compensation tables below.

  55. Summary Compensation Table Fiscal Year Ended December 31, 2023

    Summary Compensation Table Fiscal Year Ended December 31, 2023

  56. Summary Compensation Table Fiscal Year Ended December 31, 2023

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | | Christopher S. Sotos President and Chief Executive Officer | 2023 | 665,201 | — | 2,224,752 | — | 532,161 | — | 16,885 | 3,458.999 | | | 2022 | 659,682 | — | 1,951,273 | — | 725,069 | — | 12,200 | 3,348,224 | | | 2021 | 638,260 | — | 1,535,147 | — | 899,312 | — | 19,790 | 3,092,509 | | Sarah Rubenstein Executive Vice President and Chief Financial Officer | 2023 | 369,365 | — | 464,062 | — | 200,200 | — | 13,200 | 1,046,827 | | | 2022 | 324,197 | — | 378,417 | — | 177,125 | — | 12,200 | 891,939 | | | 2021 | — | — | — | — | — | — | — | — | | Kevin P. Malcarney Executive Vice President, General Counsel and Corporate Secretary | 2023 | 410,154 | — | 496,605 | — | 214,240 | — | 16,200 | 1,137,199 | | | 2022 | 398,461 | — | 465,703 | — | 283,400 | — | 12,850 | 1,160,414 | | | 2021 | 323,991 | — | 348,772 | — | 274,368 | — | 12,550 | 959,681 |

  57. Summary Compensation Table Fiscal Year Ended December 31, 2023

    (1) Reflects base salary earnings. (2) Reflects the grant date fair value determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Comparison — Stock Compensation. Clearway Energy, Inc. uses the Company’s Class C common stock price on the date of grant as the fair value of the Company’s RSUs. The fair value of RPSUs is estimated on the date of grant using a Monte Carlo simulation model. The number of RPSUs granted is based on the 10-day average closing price of the Company’s Class C common stock ending on the date of grant, which is intended to more closely reflect the compensation practices of the Compensation Peer Group companies. For RPSUs granted in 2023, if the maximum level of performance is achieved, the fair value will be approximately $2,214,738 for Mr. Sotos, $457,868 for Ms. Rubenstein and $489,941 for Mr. Malcarney. (3) The amounts shown in this column represent the annual incentive bonuses paid to the NEOs. Further information regarding the annual incentive bonuses is included in the “2023 Annual Incentive Bonuses” section of this CD&A. The amounts provided in the All Other Compensation column represent the additional benefits payable by the Company and include insurance benefits; the employer match under the Company’s 401(k) plan; financial counseling services up to $12,000 per year for Mr. Sotos and up to $3,000 per year for all other NEOs, not including the financial advisor’s travel or out-of-pocket expenses; legal fees incurred by Mr. Sotos in 2021 in connection with reviewing and finalizing his amended and restated employment agreement; and when applicable, the Company’s discretionary contribution to the 401(k) plan. The following table identifies the additional compensation for each NEO.

  58. Summary Compensation Table Fiscal Year Ended December 31, 2023

    | Name | Year | Financial Advisor Services ($) | 401(k) Employer Matching Contribution ($) | Legal Fees | Total ($) | | Christopher S. Sotos | 2023 | 3,685 | 13,200 | — | 16,885 | | | 2022 | — | 12,200 | — | 12,200 | | | 2021 | — | 11,600 | 8,190 | 19,790 | | Sarah Rubenstein | 2023 | — | 13,200 | — | 13,200 | | | 2022 | — | 12,200 | — | 12,200 | | | 2021 | — | — | — | — | | Kevin P. Malcarney | 2023 | 3,000 | 13,200 | — | 16,200 | | | 2022 | 650 | 12,200 | — | 12,850 | | | 2021 | 950 | 11,600 | — | 12,550 |

  59. Grants of Plan-Based Awards Fiscal Year Ended December 31, 2023

    Grants of Plan-Based Awards Fiscal Year Ended December 31, 2023

  60. Grants of Plan-Based Awards Fiscal Year Ended December 31, 2023

    | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares | Grant Date Fair Value of Stock ($)4) | | Name | Award Type | Grant Date | Approval Date | Threshold ($)(1) | Target ($)(2) | Maximum ($)(3) | Threshold (#) | Target (#) | Maximum (#) | | | | Christopher S. Sotos | AIP | — | — | 332,601 | 665,201 | 1,330,402 | — | — | — | — | — | | | RPSU | 4/15/2023 | 2/17/2023 | — | — | — | 12,395 | 49,580 | 74,370 | — | 1,476,492 | | | RSU | 4/15/2023 | 2/17/2023 | — | — | — | — | — | — | 24,366 | 768,260 | | Sarah Rubenstein | AIP | — | — | 125,125 | 250,250 | 500,500 | — | — | — | — | — | | | RPSU | 4/15/2023 | 4/12/2023 | — | — | — | 2,563 | 10,250 | 15,375 | — | 305,245 | | | RSU | 4/15/2023 | 4/12/2023 | — | — | — | — | — | — | 5,037 | 158,817 | | Kevin P. Malcarney | AIP | — | — | 133,900 | 267,800 | 535,600 | — | — | — | — | — | | | RPSU | 4/15/2023 | 2/17/2023 | — | — | — | 2,742 | 10,968 | 16,452 | — | 326,627 | | | RSU | 4/15/2023 | 2/17/2023 | — | — | — | — | — | — | 5,391 | 169,978 |

  61. Grants of Plan-Based Awards Fiscal Year Ended December 31, 2023

    (1) Threshold non-equity incentive plan awards include annual incentive plan threshold payments, as presented in the CD&A. (2) Target non-equity incentive plan awards include annual incentive plan target payments, as presented in the CD&A. (3) Maximum non-equity incentive plan awards include annual incentive plan maximum payments, as presented in the CD&A. Reflects the grant date fair value determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Comparison — Stock Compensation. The Company uses the Class C common stock price on the date of grant as the fair value of the Company’s RSUs. The fair value of RPSUs is estimated on the date of grant using a Monte Carlo simulation model. The number of RPSUs granted is based on the 10-day average closing price of the Company’s Class C common stock ending on the date of grant.

  62. Outstanding Equity Awards at Fiscal Year End Fiscal Year Ended December 31, 2023

    Outstanding Equity Awards at Fiscal Year End Fiscal Year Ended December 31, 2023

  63. Outstanding Equity Awards at Fiscal Year End Fiscal Year Ended December 31, 2023

    | | Option Awards | | | | Stock Awards | | | | | | | | | | | | Equity Incentive Plan Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Number of Unearned Shares that Have Not Vested (#)(1) | Market Value of Unearned that Have Not Vested ($)(1) | | Christopher S. Sotos | — | — | — | — | 47,847(2) | 1,312,443 | 142,034(3) | 3,895,993 | | Sarah Rubenstein | — | — | — | — | 10,924(4) | 299,645 | 19,090(5) | 523,639 | | Kevin P. Malcarney | — | — | — | — | 10,730(6) | 294,324 | 32,454(7) | 890,213 |

  64. Outstanding Equity Awards at Fiscal Year End Fiscal Year Ended December 31, 2023

    (1) Assumes achievement at target award level for 2021, 2022 and 2023 RPSU awards as discussed in the CD&A. (2) This amount represents 21,595 RSUs and 1,907 DERs that will vest on April 15, 2024, 14,859 RSUs and 978 DERs that will vest on April 15, 2025, and 8,139 RSUs and 369 DERs that will vest on April 15, 2026. (3) This amount represents 41,319 RPSUs and 5,694 DERs that will vest on April 15, 2024, 39,607 RPSUs and 3,586 DERs that will vest on April 15, 2025, and 49,580 RPSUs and 2,248 DERs that will vest on April 15, 2026. (4) This amount represents 5,452 RSUs and 534 DERs that will vest on April 15, 2024, 2,985 RSUs and 194 DERs that will vest on April 15, 2025, and 1,683 RSUs and 76 DERs that will vest on April 15, 2026. (5) This amount represents 7,681 RPSUs and 695 DERs that will vest on April 15, 2025, 10,250 RPSUs and 464 DERs that will vest on April 15, 2026. (6) This amount represents 4,793 RSUs and 424 DERs that will vest on April 15, 2024, 3,405 RSUs and 226 DERs that will vest on April 15, 2025, and 1,801 RSUs and 81 DERs that will vest on April 15, 2026. Amounts do not include shares withheld for payment of taxes due to retirement eligibility. (7) This amount represents 9,387 RPSUs and 1,293 DERs that will vest on April 15, 2024, 9,453 RPSUs and 856 DERs that will vest on April 15, 2025, and 10,968 RPSUs and 497 DERs that will vest on April 15, 2026.

  65. Option Exercises and Stock Vested Fiscal Year Ended December 31, 2023

    Option Exercises and Stock Vested Fiscal Year Ended December 31, 2023

  66. Option Exercises and Stock Vested Fiscal Year Ended December 31, 2023

    | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Christopher S. Sotos | — | — | 121,861(3) | 3,842,342 | | Sarah Rubenstein | — | — | 7,531(4) | 220,360 | | Kevin P. Malcarney | — | — | 23,830(5) | 751,455 |

  67. Option Exercises and Stock Vested Fiscal Year Ended December 31, 2023

    (1) Includes shares and DERs that vested pursuant to underlying awards and converted to Class C common stock in 2023. The values are based on the April 14, 2023 Class C common stock closing share price of $31.53 for awards and DERs that vested on April 15, 2023, the November 2, 2023 Class C common stock closing share price of $22.77 for awards and DERs that vested on November 2, 2023. The values for retirement eligible NEOs are based on the Class C common stock closing share price on the dates the awards became eligible for continued vesting and shares and DERs were withheld to cover certain tax withholding obligations. Represents 9,358 RSUs, 85,188 RPSUs and 12,968 DERs that vested on April 15, 2023 pursuant to the stock compensation awards granted on April 15, 2020. Represents 6,738 RSUs and 596 DERs that vested on April 15, 2023 pursuant to the stock compensation award granted on April 15, 2021. Represents 6,723 RSUs and 290 DERs that vested on April 15, 2023 pursuant to the stock compensation award granted on April 15, 2022. (4) Represents 1,348 RSUs and 184 DERs that vested on April 15, 2023 pursuant to the stock compensation award granted on April 15, 2020. Represents 1,711 RSUs and 248 DERs that vested on November 2, 2023 pursuant to the stock compensation award granted on November 2, 2020. Represents 2,463 RSUs and 217 DERs that vested on April 15, 2023 pursuant to the stock compensation award granted on April 15, 2021. Represents 1,304 RSUs and 56 DERs that vested on April 15, 2023 pursuant to the stock compensation award granted on April 15, 2022. (5) Represents 1,784 RSUs, 16,241 RPSUs and 2,471 DERs that vested on April 15, 2023 pursuant to the stock compensation awards granted on April 15, 2020. Represents 1,390 RSUs and 122 DERs that vested on April 15, 2023 pursuant to the stock compensation award granted on April 15, 2021. Represents 1,604 RSUs and 69 DERs that vested on April 15, 2023 pursuant to the stock compensation award granted on April 15, 2022. Represents 143 shares and 6 DERs that were withheld to cover certain tax obligations in 2023 due to awards becoming eligible for continued vesting in the event of the NEO’s retirement.

  68. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL The amount of compensation payable to each NEO in each circumstance is shown in the table below, assuming that termination of employment occurred as of December 31, 2023, and including payments that would have been earned as of such date. The amounts shown below do not include benefits payable under the Company’s 401(k) plan.

  69. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | Named Executive Officer | Involuntary Termination Not for Cause ($) | Voluntary Termination for Good Reason ($) | Involuntary Not for Cause or Voluntary for Good Reason Following a Change in Control ($) | Death or Disability ($) | Qualified Retirement | | Christopher S. Sotos | 1,681,905 | 1,681,905 | 9,883,885 | 5,873,777 | — | | Sarah Rubenstein(1) | 914,986 | — | 3,005,407 | 1,073,620 | — | | Kevin P. Malcarney(2) | 919,650 | — | 3,209,421 | 1,452,469 | 983,388 |

  70. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    (1) Ms. Rubenstein was appointed as Executive Vice President and Chief Financial Officer in April 2023. Ms. Rubenstein previously served as Senior Vice President and Chief Accounting Officer of the Company. Mr. Malcarney met the definition of Qualified Retirement in 2022 and is therefore entitled to certain payments and vesting of awards in the event he retires before they vest.

  71. CEO PAY RATIO

    CEO PAY RATIO As a result of the rules under the Dodd Frank Act, the SEC requires disclosure of the CEO to median employee pay ratio. The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO, Mr. Sotos, to the annual total compensation of our median employee. In light of the sale of one of the Company’s business segments that occurred in 2022, a new median employee was identified in 2022. With respect to the 2023 CEO Pay ratio analysis, we determined that we could use the same median employee that we identified in 2022 given that there had been no change in either our employee population or our employee compensation arrangements that we believe would significantly impact our 2023 pay ratio disclosure. Similarly, there has been no change in our median employee’s circumstances that we reasonably believe would result in a significant change to our 2023 pay ratio disclosure. Our median employee’s annual total compensation for 2023 was determined using the same rules that apply to reporting the compensation of our NEOs (including our CEO) in the “Total” column of the “Summary Compensation Table — 2021 — 2023” above. The following total compensation amounts were determined based on that methodology: • The annual total compensation of the median employee for 2023 was $140,622. • The annual total compensation of Mr. Sotos for 2023 was $3,458,999. • As a result, we estimate that Mr. Sotos’ 2023 annual total compensation was approximately 25 times that of our median employee. Given the different methodologies, exemptions, estimates and assumptions that various public companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be solely used as a basis for comparison between companies.

  72. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with SEC disclosure rules, the following table sets forth information regarding the Company’s performance and executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs for the fiscal years listed below:

  73. PAY VERSUS PERFORMANCE

    | | Summary Compensation Table Total for (PEO) ($)(2) | Compensation Actually Paid to (PEO) ($)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(3) | Value of Initial Fixed $100 Investment Based On:(4) | | | | | Year(1) | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income ($000,000) | CAFD ($000,000)(5) | | 2023 | 3,458,999 | 2,399,165 | 1,092,013 | 914,431 | 165.11 | 111.05 | (14) | 342 | | 2022 | 3,348,224 | 2,612,184 | 1,016,878 | 187,491 | 181.30 | 122.25 | 1,060 | 326 | | 2021 | 3,092,509 | 5,238,269 | 1,066,691 | 1,603,696 | 196.83 | 121.46 | (75) | 336 | | 2020 | 3,248,568 | 8,010,421 | 859,642 | 1,413,200 | 167.04 | 102.72 | (62) | 295 |

  74. PAY VERSUS PERFORMANCE

    (1) Christopher Sotos was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  75. PAY VERSUS PERFORMANCE

    | 2020 | 2021 | 2022 | 2023 | | Kevin P. Malcarney | Kevin P. Malcarney | Kevin P. Malcarney | Kevin P. Malcarney | | Chad Plotkin | Chad Plotkin | Sarah Rubenstein | Sarah Rubenstein | | Mary-Lee Stillwell | | Chad Plotkin | |

  76. PAY VERSUS PERFORMANCE

    (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Sotos and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s Non-PEO NEOs for the applicable year. (3) The amounts shown for “Compensation Actually Paid” have been calculated in accordance with Item 402(v) of Regulation S-K for the applicable year and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments made as described under the “Reconciliation of CAP Adjustments” section below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. (4) The Peer Group TSR set forth in this table utilizes the Philadelphia Utility Sector Index (“UTY”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company’s Class C common stock and in the UTY, respectively. Historical stock performance is not necessarily indicative of future stock performance. As noted in the CD&A, the Compensation Committee selected CAFD as one of the key metrics for evaluating and rewarding management’s performance in the 2023 annual incentive compensation program. CAFD is a non-GAAP measure that is defined in the CD&A under the heading “2023 AIP Bonus Performance Criteria.” Given the importance of CAFD, as discussed further above (i.e., CAFD has a 40% weighting in the AIP scorecard), the Company has determined, in the Company’s assessment, that CAFD represents the most important financial performance measure (that is not otherwise required to be disclosed in the above table) used by the Company to link Compensation Actually Paid to the NEOs for 2023. CAFD may not have been the most important financial performance measure for certain prior years, and the Compensation Committee may determine a different financial performance measure to be the most important financial performance measure in future years.

  77. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”)

    Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Company and Peer Group Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s Class C common stock cumulative TSR over the four most recently completed fiscal years, and the Peer Group’s cumulative TSR over the same period. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years. Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and CAFD The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our CAFD during the four most recently completed fiscal years.