DEF 14A of Clearway Energy, Inc.
Filed Mar 13, 2025 · FY20240001104659-25-023538
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| Name, Primary Occupation | Age | Director Since | Independent | Other Public Company Boards | Committee Memberships(1) | | | | | | | | | | A | C | GCN | ERM | | Jonathan Bram | 59 | 2018 | NO | 0 | | ✓ | | | | Chairman of the Board of the Company, Founding Partner at Global Infrastructure Partners | | | | | | | | | | Nathaniel Anschuetz | 37 | 2018 | NO | 0 | | | | ✓ | | Partner at Global Infrastructure Partners | | | | | | | | | | Emmanuel Barrois | 42 | 2022 | NO | 0 | | | | ✓ | | Head of Renewables Portfolio Management for TotalEnergies | | | | | | | | | | Brian R. Ford(2) | 76 | 2013 | YES | 1 | ★ | ✓ | ✓ | | | Former Chief Executive Officer of Washington Philadelphia Partners, LP | | | | | | | | | | Olivier Jouny | 44 | 2024 | NO | 0 | | | | | | Senior Vice President for TotalEnergies Renewables | | | | | | | | | | Jennifer Lowry | 56 | 2022 | YES | 2 | ✓ | ✓ | ✓ | ★ | | Former Vice President of Risk, Treasury and Corporate Finance for McCormick & Company, Inc. | | | | | | | | | | Bruce MacLennan | 58 | 2018 | NO | 0 | | | | | | Partner at Global Infrastructure Partners | | | | | | | | | | Daniel B. More | 68 | 2019 | YES | 1 | ✓ | ✓ | ★ | | | Senior Advisor at Guggenheim Securities | | | | | | | | | | E. Stanley O’Neal | 73 | 2018 | YES | 2 | ✓ | ★ | | | | Former Chairman of the Board and Chief Executive Officer of Merrill Lynch & Co. | | | | | | | | | | Craig Cornelius | 45 | 2024 | NO | 0 | | | | | | President and Chief Executive Officer of the Company | | | | | | | | | | Marc-Antoine Pignon | 40 | 2024 | NO | 0 | | | | | | Chief Executive Officer of TotalEnergies Renewables USA | | | | | | | | |
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
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 addition to the emphasis in the Guidelines on diversity of backgrounds and perspectives on the Board, the Board has 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.
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.
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.
Nominees for Director
| | Jonathan Bram Age: 59 Chairman of the Board Compensation Committee Mr. Bram has served as a director and Chairman of the Board since August 2018. Mr. Bram is a Senior Managing Director and Founding Partner at GIP, a part of BlackRock, Inc. (“BlackRock”), and serves on its Equity and Credit Investment Committees. 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”) and Chile Renovables, SpA. He previously served on the boards of Terra-Gen Power, Guacolda Energy, Channelview Cogeneration and SunPower Corporation. 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 Board. |
Nominees for Director
| | Nathaniel Anschuetz Age: 37 Energy Risk Management Committee Mr. Anschuetz has served as a director since August 2018. Mr. Anschuetz is a Partner at GIP, a part of BlackRock. 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 and Eolian, L.P. Mr. Anschuetz served as a board member on the Board of Directors of SunPower Corporation from September 2022 to October 2024. 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 Board. |
Nominees for Director
| | Emmanuel Barrois Age: 42 Energy Risk Management Committee Mr. Barrois has served as a director since October 2022. Mr. Barrois has 18 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. Mr. Barrois served as a director on the board of directors of SunPower Corporation from February 2024 to November 2024. 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 Board. |
Nominees for Director
| | Brian R. Ford Age: 76 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 Board. |
Nominees for Director
| | Jennifer Lowry Age: 56 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 Chair of the Maryland Zoo Board of Trustees. Ms. Lowry served on the board of Electriq Power Holdings, Inc. from August 2023 to May 2024 and served 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 Board. |
Nominees for Director
| | Bruce MacLennan Age: 58 Mr. MacLennan has served as a director since August 2018. Mr. MacLennan is a Partner at 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 Zephyr Acquisition Holdings. 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 Board. |
Nominees for Director
| | Daniel B. More Age: 68 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 Board. |
Nominees for Director
| | E. Stanley O’Neal Age: 73 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 compensation and benefits 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 SEC) 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 Board and the Company’s management team. |
Nominees for Director
| | Craig Cornelius Age: 45 President, CEO and Director Mr. Cornelius has served as President and Chief Executive Officer of the Company since July 2024 and as a director since July 2024. He has been CEG’s chief executive officer since its formation through a spin-out of NRG Energy, Inc.’s (“NRG”) clean energy businesses in 2018. Previously, Mr. Cornelius was President of NRG’s renewables division. In this capacity, he oversaw origination, development, engineering and construction, operations and asset management across the company’s businesses in wind and solar power. He joined NRG in 2013 and initially led new business development for renewables, including the establishment of new market segments, acquisition of projects, and direction of process improvement initiatives. Before joining NRG, Mr. Cornelius served for five years as a Principal and then a Managing Director in the solar investing practice at Hudson Clean Energy Partners. Previously, he was the Program Manager of the U.S. Department of Energy’s Solar Energy Technologies Program, where he led the creation of the $1.5 billion Solar America Initiative. As President and Chief Executive Officer of the Company, Mr. Cornelius provides the Board with management’s perspective regarding the Company’s day to day operations and overall strategic plan. |
Nominees for Director
| | Olivier Jouny Age: 44 Mr. Jouny has served as a director since October 2024. Mr. Jouny currently serves as Senior Vice President of the Renewables division of TotalEnergies. He began his career in the Gas & Power Division of TotalEnergies, serving in marketing activities on the European gas markets and then LNG downstream developments in North & Central Americas. In 2008, he joined the Exploration & Production branch where he held several positions in Yemen, France and the Republic of Congo. He was successively Commercial Manager of Yemen LNG, Head of E&P New Ventures Economics Department and Business Development Manager of Total E&P Congo based in Pointe Noire. In September 2016, he joined the Marketing & Services branch where he was appointed Managing Director of Total Marine Fuels, TotalEnergies’ worldwide business unit in charge of bunkering activities, based in Singapore. Mr. Jouny then served as Managing Director of TotalEnergies E&P in Angola. He was, during this period, also the country chair for TotalEnergies in Angola. From January 2023 to August 2024, he was Senior Vice President of the Integrated Power division of TotalEnergies within the Gas, Renewables and Power branch, where he developed an expertise in electricity markets and flexible power generation assets. Mr. Jouny graduated as a mechanical engineer from the Mines Paris Tech. Mr. Jouny’s engineering, energy and leadership experience provides significant value to the Company’s Board. |
Nominees for Director
| | Marc-Antoine Pignon Age: 40 Mr. Pignon has served as a director since December 2024. Mr. Pignon currently serves as Chief Executive Officer of TotalEnergies Renewables USA. He has been employed by TotalEnergies since 2006, when he joined as an economist for upstream operations in Congo and the Middle East. Between 2008 and 2016, Mr. Pignon was successively appointed as Business Development Economist at TotalEnergies EP Norge AS, EPC Manager at TotalEnergies EP Nigeria Ltd and Head of Development & Long-Term Planning at TotalEnergies EP Australia. In 2016, he became Head of TotalEnergies Solar France, which is the French renewables arm of TotalEnergies. In 2019, he moved to the United States within SunPower Corporation and then TotalEnergies Renewables USA to lead TotalEnergies’ renewables efforts in the U.S. He served as a director on the Board of Directors of SunPower Corporation from July 2024 to November 2024. Mr. Pignon is a science and executive engineering graduate from Mines ParisTech. Mr. Pignon’s economics, engineering and leadership experience provides significant value to the Board. |
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.
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 2024. 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. Neither our Current CEO nor Former CEO (as such terms are defined below) received compensation during 2024 for their respective 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.
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 |
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” or “LTIP”). 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 2024 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 2024. 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.
Director Compensation Fiscal Year Ended December 31, 2024(1)
Director Compensation Fiscal Year Ended December 31, 2024(1)
Director Compensation Fiscal Year Ended December 31, 2024(1)
| Name | Fees Earned or Paid in Cash | Stock Awards | Total | | Brian R. Ford | $115,000 | $150,024 | $265,024 | | Jennifer E. Lowry | $100,000 | $135,016 | $235,016 | | Daniel B. More | $100,000 | $135,016 | $235,016 | | E. Stanley O’Neal(2) | — | $235,004 | $235,004 |
Director Compensation Fiscal Year Ended December 31, 2024(1)
(1) Reflects the grant date fair value of DSUs awarded in 2024 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 2024 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, 2024 for their period of service beginning on June 1, 2024 through May 31, 2025 was based on the May 31, 2024 Class C common stock closing price of $28.00. (2) Mr. O’Neal elected to receive the cash portion of his director compensation in the 2024 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, 2024. All DSUs held by the independent directors are payable upon termination of service as a Board member.
Director Compensation Fiscal Year Ended December 31, 2024(1)
| Name | Class A Stock Awards | Class C Stock Awards | | Brian R. Ford | 8,153 | 77,883 | | Jennifer E. Lowry | — | 14,392 | | Daniel B. More | — | 56,256 | | E. Stanley O’Neal | — | 59,559 |
COMPENSATION DISCUSSION & ANALYSIS
| EXECUTIVE SUMMARY | 45 | | EXECUTIVE COMPENSATION PROGRAM | 45 | | KEY GOVERNANCE FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM | 46 | | BUSINESS STRATEGY AND COMPANY PERFORMANCE | 46 | | EXECUTIVE COMPENSATION PROGRAM | 47 | | 2024 NAMED EXECUTIVE OFFICERS | 47 | | GOALS AND OBJECTIVES OF THE PROGRAM | 47 | | THE COMPENSATION PROCESS | 47 | | COMPENSATION CONSULTANT | 47 | | COMPENSATION PEER GROUP ANALYSIS | 48 | | ELEMENTS OF COMPENSATION | 49 | | BASE SALARY | 49 | | ANNUAL INCENTIVE COMPENSATION | 49 | | LONG-TERM INCENTIVE COMPENSATION | 52 | | CLAWBACKS | 54 | | BENEFITS | 54 | | POTENTIAL SEVERANCE AND CHANGE-IN-CONTROL BENEFITS | 55 | | OTHER MATTERS | 55 | | STOCK OWNERSHIP GUIDELINES | 55 | | TAX AND ACCOUNTING CONSIDERATIONS | 55 | | COMPENSATION TABLES | 57 | | EMPLOYMENT AGREEMENTS | 61 | | SEVERANCE AND CHANGE-IN-CONTROL | 63 | | DEFINITION OF CHANGE-IN-CONTROL, ETC. | 65 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL | 66 | | CEO PAY RATIO | 67 | | COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION | 67 | | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 68 |
EXECUTIVE COMPENSATION PROGRAM
EXECUTIVE COMPENSATION PROGRAM Clearway is a publicly-traded energy infrastructure investor with a focus on investments in clean energy 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 the Company’s 2024 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 for the Company, which is aligned with the interests of our stockholders. This program is designed to align our 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 incentive awards, which are issued under the LTIP, are comprised of approximately 67% Relative Performance Stock Units (“RPSUs”), which vest based on relative TSR measured over three years, and approximately 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 2024, the Compensation Committee reviewed and did not modify its general philosophy related to the compensation program. However, the Company does not pay any cash compensation or provide employee benefits (other than LTIP benefits) to Mr. Cornelius, who became our President and CEO on July 1, 2024 (“Current CEO”) (i.e., upon the departure of Mr. Sotos, our former President and CEO on June 30, 2024 (“Former CEO”)). Mr. Cornelius is an employee of CEG and serves as CEG’s Chief Executive Officer in addition to his role as the Company’s President and CEO. As an employee of CEG, Mr. Cornelius’ cash-based compensation is paid solely by CEG and his employee benefits (other than LTIP benefits) are provided solely by CEG in accordance with the terms of his employment agreement and CEG’s benefit plans. Although the Company pays CEG the management fee, (i) the management fee is unaffected by the compensation CEG provides to Mr. Cornelius, and (ii) the Company does not otherwise pay or reimburse CEG for the foregoing cash compensation and employee benefits that are provided by CEG to Mr. Cornelius. However, pursuant to our LTIP, the Compensation Committee may, from time to time, grant RPSUs, RSUs and/or other equity-based awards to Mr. Cornelius. The following table sets forth the payor of each primary element of Mr. Cornelius’ compensation:
EXECUTIVE COMPENSATION PROGRAM
| Primary Element of Mr. Cornelius’ Compensation | Payor of Compensation Element | | Base Salary | CEG | | Annual Incentive Compensation | CEG | | Long-Term Incentive Compensation | The Company / CEG | | Employee Benefits | CEG |
KEY GOVERNANCE FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM
| What We Do: | What We Don’t Do: | | • Pay for performance by compensating our Current CEO through equity • The large majority of our equity compensation for Senior Vice Presidents and above is performance-based • Target our peer group median for total direct compensation for the Other NEOs • Require a double trigger for the acceleration of equity vesting in connection with a change-in-control • Prevent undue risk taking in our compensation practices and engage in robust risk monitoring • Include legally-required and Company-specific clawback policies in our compensation plans • Maintain robust stock ownership guidelines for our NEOs • 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 | • No excise tax gross-ups on change-in-control payments and no tax gross-ups on perquisites or benefits • No pledging or hedging of the Company’s stock by NEOs or directors • No employment agreements for executive officers with the exception of the Current CEO and Former CEO • No guaranteed bonus payments under our AIP for our NEOs • No supplemental executive retirement plans • No re-pricing of underwater stock options and no stock option grants with an exercise price below 100% of fair market value |
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 under the LTIP 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 executive 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 short-term incentives for the Other NEOs and long-term incentives for all the NEOs. The Company currently targets total direct compensation with respect to the Other NEOs at the median of our Compensation Peer Group (defined below), as described below under “Elements of Compensation.”
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 2024. 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 its affiliates, provided any other services for us or any of our affiliates in 2024. 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).
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 2023 and adjusted it to remove South Jersey Industries, Inc. due to its acquisition and delisting, and add Capital Power Corporation and Boralex Inc. for compensation benchmarking purposes in 2024 (the “Compensation Peer Group”). For these purposes, the Compensation Peer Group, comprised of similarly sized publicly owned energy and utility companies, is identified below:
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 | | Boralex Inc. | OTCMKTS: BRLXF | TransAltaCorporation | NYSE: TAC | | Capital Power Corporation | OTCMKTS: CPXWF | | | | Equitrans Midstream Corporation(1) | NYSE: ETRN | | | | Genesis Energy, L.P. | NYSE: GEL | | | | Innergex Renewable Energy Inc. | TSX: INE | | |
COMPENSATION PEER GROUP ANALYSIS
(1) Equitrans Midstream Corporation was acquired by EQT Corporation in July 2024 and was delisted, but was included by Pay Governance as part of its 2024 compensation benchmarking analysis, and for that reason, Equitrans Midstream Corporation is included in the Compensation Peer Group for 2024 but will not be part of the Compensation Peer Group for 2025 or going forward. For the purposes of determining appropriate NEO compensation levels for 2024, the Compensation Committee reviewed NEO compensation from peers, where available and when 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 Former CEO (i.e., given that such analysis and recommendations took place prior to the Current CEO’s commencement as our President and CEO on July 1, 2024), on Other NEO and employee compensation matters not involving the Former CEO. The Compensation Committee may accept or adjust CEO recommendations at its discretion. The NEOs did not participate in Compensation Committee discussions regarding their own compensation.
ANNUAL INCENTIVE COMPENSATION
ANNUAL INCENTIVE COMPENSATION
Overview
Overview As noted above, the Company does not pay cash compensation to our Current CEO, who is an employee of CEG. As a result, our Current CEO’s annual bonus compensation is paid solely by CEG (pursuant to CEG’s annual bonus program) in accordance with his employment agreement. Pursuant to his employment agreement and beginning with the 2024 fiscal year, our Current CEO is eligible to receive an annual incentive bonus at a target amount equal to 175% of his then-current base salary, with the actual annual bonus with respect to a fiscal year being based on the level of achievement of annual performance objectives established for such fiscal year with respect to CEG; provided that such actual annual bonus may not exceed 300% of the Current CEO’s base salary as in effect at the end of such fiscal year. However, during fiscal years in which the Current CEO serves as our CEO (including fiscal year 2024), the performance objectives with respect to his annual bonus will be established, evaluated and approved (including for such purposes that relate to the extent to which such performance objectives are attained) by the Compensation Committee. The CEG compensation committee, in turn, is permitted to make non-binding recommendations to the Compensation Committee regarding the foregoing performance objective matters, and the Compensation Committee will have final decisional authority with respect to these matters. Our Current CEO’s performance objectives were primarily based on the 2024 AIP bonus performance criteria and weighting described below, along with three additional key performance milestones. As a result, the key performance milestone target for our Current CEO was achievement of five out of eight key performance milestones. With respect to our Other NEOs, annual incentive compensation awards (AIP bonuses) are made under our AIP (our Current CEO does not participate in our AIP). AIP bonuses represent short-term compensation designed to compensate our Other 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 2024 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 Other 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 Other NEO’s annual base salary relate to these threshold, target and maximum AIP bonus opportunities. However, in the event threshold performance for 2024 was not achieved with respect to one of the AIP performance metrics, no AIP bonuses would have been payable for that component for 2024. The AIP provides our Other NEOs (other than Mr. Sotos) 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. Mr. Sotos, pursuant to the terms of his Separation Agreement (as defined below), remained eligible for a pro-rated bonus payment for 2024.
2024 AIP Bonus Performance Criteria
2024 AIP Bonus Performance Criteria The 2024 AIP bonus performance criteria applicable to our Other 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 2024 AIP performance criteria and weightings applicable to all Other NEOs, assuming the achievement of each goal at target.
2024 AIP Bonus Performance Criteria
| Goal | Weight | | CAFD(1) | 40% | | Key Performance Milestones | 60% | | Overall Funding | 100% | | OSHA Recordables (per recordable injury) | −5% | | Individual Performance | +/−20% |
2024 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 2024 threshold, target and maximum CAFD performance metric at $320 million, $395 million and $445 million, respectively. For 2024, the CAFD goals and the achieved level are set forth in the chart below.
2024 AIP Bonus Performance Criteria
| CAFD Threshold | CAFD Target | CAFD Maximum | CAFD Actual | | $320 million | $395 million | $445 million | $425 million |
2024 AIP Bonus Performance Criteria
• Key Performance Milestones. “Key performance milestones” performance metrics are established as a defined annual incentive category. The Compensation Committee establishes threshold, target and maximum levels of performance for this category based on the number of milestones achieved. For 2024, a total of five milestones were established relating to CAFD per share goals, the Company’s tax runway position, adherence to budget, the Company’s compliance with the Inflation Reduction Act (IRA), and Enterprise Resource Planning (ERP) selection and implementation readiness. For 2024, threshold performance required the achievement of two out of the five milestones, target performance required the achievement of three out of the five milestones, and maximum performance required the achievement of all five milestones. Ultimately, maximum performance was attained with the achievement of all five milestones in 2024. • Individual Performance. As indicated above, an Other NEO’s individual performance may (negatively or positively) affect his or her AIP bonus by up to 20% of his or her target award, although no AIP bonus payments can exceed 200% of the target award. Such individual performance is determined on a subjective basis based on the Compensation Committee’s assessment of the Other NEO’s contributions in supporting adherence to budget, support towards the achievement of key milestones, and other contributions towards the successful execution of the Company’s business strategy.
2024 AIP Bonus Opportunity
2024 AIP Bonus Opportunity The threshold, target and maximum AIP bonus opportunities for each NEO for 2024, expressed as a percentage of base salary, were:
2024 AIP Bonus Opportunity
| Named Executive Officer | Threshold (%)(1) | Target (%)(1) | Maximum (%)(1) | Target Amount ($) | | Craig Cornelius(2) | 87.5 | 175 | 300 | 1,312,500 | | Christopher S. Sotos(3) | 50 | 100 | 200 | 691,809 | | Sarah Rubenstein | 32.5 | 65 | 130 | 276,250 | | Kevin P. Malcarney | 32.5 | 65 | 130 | 278,512 |
2024 AIP 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) Mr. Cornelius’ AIP bonus is payable solely by CEG in accordance with his employment agreement and is included in the above table for the sake of completeness, but is not included in the Summary Compensation Table. (3) Mr. Sotos voluntarily resigned from his employment with the Company and from his service on our Board on June 30, 2024.
2024 AIP Bonuses
2024 AIP Bonuses As noted above, with respect to AIP bonuses for 2024, the CAFD target was $395 million and the key performance milestone target was achievement of three out of five key performance milestones. For 2024, CAFD achievement was above target and below maximum at approximately $425 million, five out of five key performance milestones were achieved, and there were no OSHA recordable injuries. Due to the achievement specified above, 2024 AIP bonuses were paid after taking into account the pro rata adjustment made to Mr. Sotos pursuant to his Separation Agreement, and at levels between target and maximum for each of Ms. Rubenstein and Mr. Malcarney. The Compensation Committee elected to not apply an individual performance modifier with respect to any of our Other NEOs’ 2024 AIP bonuses. If performance falls between threshold and target or target and maximum, the bonus opportunity will be determined on an interpolated basis. As a result, the CAFD metric and the key performance milestone metrics were respectively weighted at 40% and 60% of target. The annual incentive bonuses paid to NEOs for 2024 were:
2024 AIP Bonuses
| Named Executive Officer | Percentage of Annual Base Salary Achieved (%) | Individual Performance Modifier (+/−20%) | Percentage of Target Achieved (%) | Annual Incentive Payment ($) | | Christopher S. Sotos(1) | 82 | — | 82 | 564,183 | | Sarah Rubenstein | 120 | — | 184 | 508,300 | | Kevin P. Malcarney | 120 | — | 184 | 512,462 |
2024 AIP Bonuses
(1) Mr. Sotos voluntarily resigned from his employment with the Company and from his service on our Board on June 30, 2024 and, pursuant to his Separation Agreement, his annual incentive payment was adjusted on a pro rata basis based on the number of days Mr. Sotos was employed by the Company during 2024.
2024 Annual Bonus for Current CEO
2024 Annual Bonus for Current CEO As noted above, during fiscal years in which the Current CEO serves as our CEO (including fiscal year 2024), the performance objectives with respect to his annual bonus will be established, evaluated and approved (including for such purposes that relate to the extent to which such performance objectives are attained) by the Compensation Committee with non-binding input from the CEG compensation committee. The fiscal year 2024 performance objectives for Mr. Cornelius were established in accordance with the foregoing, with the addition of three key performance milestones. Based on the above CAFD achievement, the achievement of seven out of eight key performance milestones, and that there were no OSHA recordable injuries, the 2024 bonus for Mr. Cornelius, was earned at a level between target and maximum, as follows.
2024 Annual Bonus for Current CEO
| Named Executive Officer | Percentage of Annual Base Salary Achieved (%) | Individual Performance Modifier (+/−20%) | Percentage of Target Achieved (%) | Annual Incentive Payment ($) | | Craig Cornelius(1) | 287 | — | 164 | 2,152,500(2) |
2024 Annual Bonus for Current CEO
(1) Mr. Cornelius’ annual bonus is payable solely by CEG in accordance with his employment agreement and is included in the above table for the sake of completeness, but is not included in the Summary Compensation Table. (2) Mr. Cornelius may elect to receive a portion of his annual bonus in shares of Company stock granted pursuant to CEG’s equity compensation program that would vest 100% immediately upon their grant.
LONG-TERM INCENTIVE COMPENSATION
LONG-TERM INCENTIVE COMPENSATION We believe that equity awards directly align our NEOs’ interests with those of our stockholders. In 2024, 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 Other NEOs on shorter-term (one-year) financial metrics while our LTIP emphasizes to our NEOs the importance of long-term stockholder value creation (i.e., three-year TSR outperformance). The Compensation Committee and senior management monitor the Company’s equity grant practices to evaluate whether such policies comply with governing regulations and are consistent with good corporate practices. Such grants are typically made in mid-April each year. In addition, the Compensation Committee may make grants at any time during the year it deems appropriate, including with respect to new hires or transitions. Therefore, the proximity of any awards to other significant corporate events is coincidental. We do not grant, and in 2024 did not grant, stock options in anticipation of the release of material non-public information (“MNPI”). We attempt to make equity awards during periods when we do not have MNPI that could impact our stock price and we do not time, and in 2024 did not time, the release of MNPI based on equity grant dates or for the purpose of affecting the value of executive compensation. For 2024, Mr. Cornelius and Mr. Sotos’ target LTIP awards were 350% of their respective base salaries and Ms. Rubenstein and Mr. Malcarney’s target LTIP awards were 125% of their respective base salaries. Mr. Sotos, Ms. Rubenstein and Mr. Malcarney’s target LTIP awards remained unchanged from 2023. In addition, Mr. Cornelius received an award of 375,000 restricted shares of Class C common stock of the Company under CEG’s equity compensation program on April 30, 2024. This award, which was made outside of our LTIP and which is not payable by the Company, vests in three equal amounts, with one-third having vested on October 1, 2024, and one-third vesting on each of October 1, 2025 and October 1, 2026.
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 specified performance period. The performance period is generally three years, but in the case of the initial RPSU award granted to our Current CEO pursuant to his employment agreement, such RPSU award covers the period from April 30, 2024 through December 31, 2026. 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 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, or “Threshold” performance, the award is forfeited. In the event relative performance is between the 25th percentile and the 50th percentile, or “Standard Target” performance (or the 60th percentile if our TSR performance declines by more than 20% over the performance period, or “Modified Target” performance), 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, or “Maximum” performance, a maximum payout of 150% of the target will be paid with respect to RPSU awards granted in 2024. For RPSUs granted after 2024, the Compensation Committee changed the payout opportunity to equal 50% in the event of Threshold performance, 100% in the event of Standard Target performance, and 150% in the event of Maximum performance (based on an interpolated calculation for performance between these achievement levels). Additionally, with respect to such awards, payout opportunity is limited to 100% if the Company’s absolute TSR is negative regardless of the Company’s relative percentile rank. 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, 2024, the RPSUs granted in 2022 will vest on April 15, 2025 at 31% of target. The table below illustrates the design of our RPSUs in 2024.
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% |
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 2024 vest ratably, meaning that one-third of the award vests each year on the anniversary of the grant date, over a three-year period.
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.
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. Cornelius, pursuant to his employment agreement (as described below), Mr. Sotos, pursuant to his Separation Agreement (as described below), and the remaining Other 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.
Summary Compensation Table Fiscal Year Ended December 31, 2024
Summary Compensation Table Fiscal Year Ended December 31, 2024
Summary Compensation Table Fiscal Year Ended December 31, 2024
| 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 ($) | | Craig Cornelius(5) Current President and Chief Executive Officer | 2024 | — | — | 2,851,921 | — | — | — | — | 2,851,921 | | Christopher S. Sotos Former President and Chief Executive Officer | 2024 | 357,016 | — | 2,144,197 | — | — | — | 695,553 | 3,196,766 | | | 2023 | 665,201 | — | 2,244,752 | — | 532,161 | — | 16,885 | 3,458,999 | | | 2022 | 659,682 | — | 1,951,273 | — | 725,069 | — | 12,200 | 3,348,224 | | Sarah Rubenstein Executive Vice President and Chief Financial Officer | 2024 | 418,846 | — | 470,513 | — | 508,300 | — | 13,800 | 1,411,459 | | | 2023 | 369,365 | — | 464,062 | — | 200,200 | — | 13,200 | 1,046,827 | | | 2022 | 324,197 | — | 378,417 | — | 177,125 | — | 12,200 | 891,939 | | Kevin P. Malcarney Executive Vice President, General Counsel and Corporate Secretary | 2024 | 425,945 | — | 474,339 | — | 512,462 | — | 16,800 | 1,429,546 | | | 2023 | 410,154 | — | 496,605 | — | 214,240 | — | 16,200 | 1,137,199 | | | 2022 | 398,461 | — | 465,703 | — | 283,400 | — | 12,850 | 1,160,414 |
Summary Compensation Table Fiscal Year Ended December 31, 2024
(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. The Company uses the price of its Class C common stock 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 2024, if the maximum level of performance is achieved, the fair value will be approximately $2,894,786 for Mr. Cornelius, $2,017,825 for Mr. Sotos, $442,771 for Ms. Rubenstein and $446,385 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 “2024 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 $3,000 per year for all Other NEOs, excluding the financial advisor’s travel or out-of-pocket expenses; and when applicable, the Company’s discretionary contribution to the 401(k) plan. In addition, the amounts provided in the All Other Compensation column represent benefits paid to Mr. Sotos in connection with his departure from the Company. The following table identifies the additional compensation for each NEO:
Summary Compensation Table Fiscal Year Ended December 31, 2024
| Name | Year | Financial Advisor Services ($) | 401(k) Employer Matching Contribution ($) | PTO Supplemental Payout ($) | Severance Payments and Benefits ($)(a) | Consulting Payments ($)(b) | Total ($) | | Christopher S. Sotos | 2024 | 4,160 | 13,800 | 79,166 | 565,093 | 33,334 | 695,553 | | | 2023 | 3,685 | 13,200 | — | — | — | 16,885 | | | 2022 | — | 12,200 | — | — | — | 12,200 | | Sarah Rubenstein | 2024 | — | 13,800 | — | — | — | 13,800 | | | 2023 | — | 13,200 | — | — | — | 13,200 | | | 2022 | — | 12,200 | — | — | — | 12,200 | | Kevin P. Malcarney | 2024 | 3,000 | 13,800 | — | — | — | 16,800 | | | 2023 | 3,000 | 13,200 | — | — | — | 16,200 | | | 2022 | 650 | 12,200 | — | — | — | 12,850 |
Summary Compensation Table Fiscal Year Ended December 31, 2024
Amounts reported reflect the total severance payments and benefits payable to Mr. Sotos in connection with his termination of employment, excluding accrued but unpaid paid-time-off and payments of consulting fees. We provide a description of these amounts below under the section titled, “— Potential Payments Upon Termination or Change in Control”. (b) Amounts reported reflect the consulting fees paid to Mr. Sotos, pursuant to the consulting agreement between Mr. Sotos and the Company. We provide a description of this agreement below under the section titled, “— Severance and Change in Control”. Disclosure with respect to Mr. Cornelius is limited to compensatory amounts that are payable by the Company, which are limited to his RSU and RPSU grants under the LTIP. For a more detailed discussion of the compensatory amounts provided to Mr. Cornelius by CEG, please see the sections entitled “Base Salary,” “Annual Incentive Compensation,” “Long-Term Incentive Compensation,” “Benefits,” and “Potential Severance and Change-In-Control Benefits” in the “Elements of Compensation” section above.
Grants of Plan-Based Awards Fiscal Year Ended December 31, 2024
Grants of Plan-Based Awards Fiscal Year Ended December 31, 2024
Grants of Plan-Based Awards Fiscal Year Ended December 31, 2024
| Name | Award Type | Grant Date | Approval Date | 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) | | | | | | Threshold ($)(1) | Target ($)(2) | Maximum ($)(3) | Threshold (#) | Target (#) | Maximum (#) | | | | Craig Cornelius(5) | RPSU | 7/1/2024 | 4/30/2024 | — | — | — | 18,972 | 75,889 | 113,834 | — | 1,929,857 | | | RSU | 7/1/2024 | 4/30/2024 | — | — | — | — | — | — | 37,945 | 922,064 | | Christopher S. Sotos | AIP | — | — | 345,905 | 691,809 | 1,383,618 | — | — | — | — | — | | | RPSU | 4/15/2024 | 2/15/2024 | — | — | — | 17,309 | 69,234 | 103,851 | — | 1,345,217 | | | RSU | 4/15/2024 | 2/15/2024 | — | — | — | — | — | — | 35,526 | 798,980 | | Sarah Rubenstein | AIP | — | — | 138,125 | 276,250 | 552,500 | — | — | — | — | — | | | RPSU | 4/15/2024 | 2/15/2024 | — | — | — | 3,798 | 15,192 | 22,788 | — | 295,181 | | | RSU | 4/15/2024 | 2/15/2024 | — | — | — | — | — | — | 7,796 | 175,332 | | Kevin P. Malcarney | AIP | — | — | 139,256 | 278,512 | 557,024 | — | — | — | — | — | | | RPSU | 4/15/2024 | 2/15/2024 | — | — | — | 3,829 | 15,316 | 22,974 | — | 297,590 | | | RSU | 4/15/2024 | 2/15/2024 | — | — | — | — | — | — | 7,859 | 176,749 |
Grants of Plan-Based Awards Fiscal Year Ended December 31, 2024
(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. (4) 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 price of its Class C common stock 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. Disclosure with respect to Mr. Cornelius is limited to compensatory amounts that are payable by the Company, which are limited to his RSU and RPSU grants under the LTIP. For a more detailed discussion of the incentive-based compensation provided to Mr. Cornelius by CEG, please see the sections entitled “Annual Incentive Compensation” and “Long-Term Incentive Compensation” in the “Elements of Compensation” section above.
Outstanding Equity Awards at Fiscal Year End Fiscal Year Ended December 31, 2024
Outstanding Equity Awards at Fiscal Year End Fiscal Year Ended December 31, 2024
Outstanding Equity Awards at Fiscal Year End Fiscal Year Ended December 31, 2024
| | 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 ($) | Number of Unearned Shares that Have Not Vested (#) | Market Value of Unearned Shares that Have Not Vested ($)(1) | | Craig Cornelius | — | — | — | — | 39,068(2) | 1,015,768 | 117,208(3) | 3,047,408 | | Christopher S. Sotos(4) | — | — | — | — | — | — | — | — | | Sarah Rubenstein | — | — | — | — | 13,399(5) | 348,374 | 27,638(6) | 718,588 | | Kevin P. Malcarney | — | — | — | — | 13,900(7) | 361,400 | 30,024(8) | 780,624 |
Outstanding Equity Awards at Fiscal Year End Fiscal Year Ended December 31, 2024
(1) Amounts reflect the market value of the unearned shares based on the December 31, 2024 Class C common stock closing price of $26.00. (2) This amount represents 12,635 RSUs and 374 DERs that will vest on July 1, 2025, 12,636 RSUs and 374 DERs that will vest on July 1, 2026, and 12,674 RSUs and 375 DERs that will vest on July 1, 2027. (3) This amount represents 117,208 RPSUs and 2,250 DERs that will vest on July 1, 2027 if maximum target payout is achieved. (4) Mr. Sotos voluntarily resigned from his employment with the Company and from his service on our Board on June 30, 2024 and as a result, all of his unvested equity was forfeited. (5) This amount represents 5,581 RSUs and 513 DERs that will vest on April 15, 2025, 4,279 RSUs and 305 DERs that will vest on April 15, 2026, and 2,604 RSUs and 117 DERs that will vest on April 15, 2027. (6) This amount represents 8,913 RPSUs and 1,232 DERs that will vest on April 15, 2025 if payout is achieved at target, 2,850 RPSUs and 287 DERs that will vest on April 15, 2026 if payout is achieved at minimum, and 15,875 RPSUs and 683 DERs that will vest on April 15, 2027 if payout is achieved at target. (7) This amount represents 5,862 RSUs and 558 DERs that will vest on April 15, 2025, 4,418 RSUs and 319 DERs that will vest on April 15, 2026, and 2,625 RSUs and 118 DERs that will vest on April 15, 2027. Amounts do not include shares withheld for payment of taxes due to retirement eligibility. (8) This amount represents 10,970 RPSUs and 1,517 DERs that will vest on April 15, 2025 if payout is achieved at target, 3,050 RPSUs and 246 DERs that will vest on April 15, 2026 if payout is achieved at minimum, and 16,004 RPSUs and 688 DERs that will vest on April 15, 2027 if payout is achieved at target.
Option Exercises and Stock Vested Fiscal Year Ended December 31, 2024
Option Exercises and Stock Vested Fiscal Year Ended December 31, 2024
Option Exercises and Stock Vested Fiscal Year Ended December 31, 2024
| Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Craig Cornelius(3) | — | — | — | — | | Christopher S. Sotos | — | — | 51,839(4) | 1,165,896 | | Sarah Rubenstein | — | — | 6,096(5) | 137,106 | | Kevin P. Malcarney | — | — | 11,822(6) | 265,936 |
Option Exercises and Stock Vested Fiscal Year Ended December 31, 2024
Includes shares and DERs that vested pursuant to underlying awards and converted to Class C common stock in 2024. (2) The values are based on the April 15, 2024 Class C common stock closing share price of $22.49 for awards and DERs that vested on April 15, 2024. 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. (3) Disclosure with respect to Mr. Cornelius is limited to compensatory amounts that are payable by the Company, which are limited to his RSU and RPSU grants under the LTIP. For a more detailed discussion of the equity-based compensation provided to Mr. Cornelius by CEG, please see the section entitled “Long-Term Incentive Compensation” in the “Elements of Compensation” section above. (4) Represents 6,758 RSUs, 24,085 RPSUs and 4,893 DERs that vested on April 15, 2024 pursuant to the stock compensation awards granted on April 15, 2021. Represents 6,724 RSUs and 743 DERs that vested on April 15, 2024 pursuant to the stock compensation award granted on April 15, 2022. Represents 8,113 RSUs and 523 DERs that vested on April 15, 2024 pursuant to the stock compensation award granted on April 15, 2023. (5) Represents 2,471 RSUs and 392 DERs that vested on April 15, 2024 pursuant to the stock compensation award granted on April 15, 2021. Represents 1,304 RSUs and 144 DERs that vested on April 15, 2024 pursuant to the stock compensation award granted on April 15, 2022. Represents 1,677 RSUs and 108 DERs that vested on April 15, 2024 pursuant to the stock compensation award granted on April 15, 2023. (6) Represents 1,536 RSUs, 5,472 RPSUs and 1,111 DERs that vested on April 15, 2024 pursuant to the stock compensation awards granted on April 15, 2021. Represents 1,462 RSUs and 161 DERs that vested on April 15, 2024 pursuant to the stock compensation award granted on April 15, 2022. Represents 1,795 RSUs and 115 DERs that vested on April 15, 2024 pursuant to the stock compensation award granted on April 15, 2023. Represents 160 shares and 10 DERs that were withheld to cover certain tax obligations in 2024 due to awards becoming eligible for continued vesting in the event of the NEO’s retirement.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL The amount of compensation payable by the Company to each NEO in each circumstance is shown in the table below, assuming that termination of employment occurred as of December 31, 2024, and including payments by the Company 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.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
| Named Executive Officer | Involuntary Termination Not for Cause ($) | Voluntary Termination for Good Reason ($) | Involuntary Not for Cause or Voluntary for Good Reason Following a Change in Control ($)(1) | Death or Disability ($) | Qualified Retirement | | Craig Cornelius(2) | — | — | 3,047,442 | 3,047,442 | — | | Christopher S. Sotos(3) | — | — | — | — | — | | Sarah Rubenstein | 947,516 | — | 3,696,164 | 1,565,661 | — | | Kevin P. Malcarney(4) | 954,847 | — | 3,630,490 | 1,662,705 | 1,033,061 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
(1) The figure for Mr. Malcarney represents the best-net after-tax scenario if this results in him being in a better net after-tax position. (2) Disclosure with respect to Mr. Cornelius is limited to separation benefits that are payable by the Company, which are limited to his RSU and RPSU grants under the LTIP. Mr. Sotos voluntarily resigned from his employment with the Company in June 2024, such that he was not entitled to receive separation benefits as of December 31, 2024. However, in connection with Mr. Sotos’ voluntary termination event, he received a pro-rated payment of his annual bonus under the AIP in the amount of $564,183 plus $910 in reimbursements for expenses incurred by Mr. Sotos in connection with the negotiation of the Separation Agreement. In addition, Mr. Sotos received $33,334 consulting fees pursuant to the consulting agreement between Mr. Sotos and 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.
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. Cornelius, to the annual total compensation of our median employee. Mr. Cornelius became our President and CEO on July 1, 2024 upon the departure of Mr. Sotos, our former President and CEO on June 30, 2024. Under this scenario, applicable SEC rules permit us to annualize the compensation of Mr. Cornelius in presenting the pay ratio. The annual total compensation of Mr. Cornelius listed below equals his total compensation as reported in the Summary Compensation Table. As discussed further in the CD&A, this amount reflects only amounts that are payable by the Company, which are limited to Mr. Cornelius’ annual RSU and RPSU grants under the LTIP for 2024, such that, there was no need to annualize these grants as their full grant date fair values are already included in Mr. Cornelius’ fiscal year 2024 compensation in the Summary Compensation Table under applicable SEC rules. For purposes of our 2024 CEO pay ratio analysis, we determined that we could use the same median employee that we used for 2023 given that there had been no change in either our employee population or our employee compensation arrangements that we believe would significantly impact our 2024 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 2024 pay ratio disclosure. Our median employee’s annual total compensation for 2024 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 — 2022 – 2024” above. The following total compensation amounts were determined based on that methodology: • The annual total compensation of the median employee for 2024 was $148,212. • The annual total compensation of Mr. Cornelius for 2024 was $2,851,921. • As a result, we estimate that Mr. Cornelius’ 2024 annual total compensation was approximately 19 times that of our median employee. Given the different methodologies, exemptions, estimates and assumptions that various public companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be solely used as a basis for comparison between companies.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and Company performance for the fiscal years listed below:
PAY VERSUS PERFORMANCE
| Year(1) | Summary Compensation Table Total for First PEO(2) ($) | Summary Compensation Table Total for Second PEO(2) ($) | Compensation Actually Paid to First PEO(3) ($) | Compensation Actually Paid to Second PEO(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(3) ($) | Value of Initial Fixed $100 Investment based on(4) | | Net Income ($ Millions) | CAFD ($ Millions)(5) | | | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2024 | 3,196,766 | 2,851,921 | (2,118,247) | 3,136,532 | 1,420,503 | 1,301,872 | 166.54 | 134.24 | (63) | 425 | | 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 |
PAY VERSUS PERFORMANCE
(1) Christopher S. Sotos served as PEO from 2020 to June 2024 (“First PEO”). Craig Cornelius served as PEO from July 2024 to present (“Second PEO”). The individuals comprising the Non-PEO NEOs for each year presented are listed below.
PAY VERSUS PERFORMANCE
| 2020 | 2021 | 2022 | 2023 | 2024 | | Kevin P. Malcarney Chad Plotkin Mary-Lee Stillwell | Kevin P. Malcarney Chad Plotkin | Kevin P. Malcarney Sarah Rubenstein Chad Plotkin | Kevin P. Malcarney Sarah Rubenstein | Kevin P. Malcarney Sarah Rubenstein |
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 Mr. Cornelius 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.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for First PEO ($) | Exclusion of Stock Awards for First PEO ($) | Inclusion of Equity Values for First PEO ($) | Compensation Actually Paid to First PEO ($) | | 2024 | 3,196,766 | (2,144,197) | (3,170,816) | (2,118,247) |
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for Second PEO ($) | Exclusion of Stock Awards for Second PEO ($) | Inclusion of Equity Values for Second PEO ($) | Compensation Actually Paid to Second PEO ($) | | 2024 | 2,851,921 | (2,851,921) | 3,136,532 | 3,136,532 |
PAY VERSUS PERFORMANCE
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 1,420,503 | (472,426) | 353,795 | 1,301,872 |
PAY VERSUS PERFORMANCE
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
PAY VERSUS PERFORMANCE
| Year | Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for First PEO ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested During Year for First PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted During any Prior Year that Vested During Year for First PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Granted During any Prior Year that Forfeited During Year for First PEO ($) | Total – Inclusion of Equity Values for First PEO ($) | | 2024 | — | — | — | (229,888) | (2,940,928) | (3,170,816) |
PAY VERSUS PERFORMANCE
| Year | Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Second PEO ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested During Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted During any Prior Year that Vested During Year for Second PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Granted During any Prior Year that Forfeited During Year for Second PEO ($) | Total – Inclusion of Equity Values for Second PEO ($) | | 2024 | 3,136,532 | — | — | — | — | 3,136,532 |
PAY VERSUS PERFORMANCE
| Year | Average Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted During any Prior Year that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Granted During any Prior Year that Forfeited During Year for Non-PEO NEOs ($) | Total – Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 584,239 | (190,699) | — | (39,745) | — | 353,795 |
PAY VERSUS PERFORMANCE
The Peer Group TSR set forth in this table utilizes the Philadelphia Utility Sector Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in the 2024 Form 10-K. 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 Philadelphia Utility Sector Index, 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 2024 annual incentive compensation program. CAFD is a non-GAAP measure that is defined in the CD&A under the heading “2024 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 2024.