DEF 14A of NRG Energy, Inc., Mar 19, 2025

DEF 14A of NRG Energy, Inc.

Filed Mar 19, 2025 · FY20240001104659-25-025550

Open on EDGAR

  1. LAWRENCE S. COBEN

    | YEAR IN REVIEW | | Pay for Performance. Our strong performance in 2024 drove commensurate results in our Annual Incentive Plan (AIP) and Long Term Incentive Plan (LTIP), demonstrating alignment between Company performance and executive compensation. | | • | | LTIP Results. Our 98th percentile Total Shareholder Return (TSR) achievement relative to our performance peer group (the constituents of the S&P 500) drove maximum results for our NEOs’ relative performance stock unit (RPSU) awards. | | • | | AIP Results. Achievement of each of our 2024 financial metrics resulted in Adjusted Free Cash Flow before Growth (Adjusted FCFbG) and Adjusted EBITDA goals under the AIP to exceed target at 200% and 185%, respectively. |

  2. LAWRENCE S. COBEN

    The Compensation Committee oversees the Company’s overall compensation structure, policies, and programs. Among other things, the Compensation Committee: • reviews and recommends to the Board annual and long-term goals and objectives relevant to the compensation of the President and CEO, evaluates the performance of the President and CEO in light of those goals and objectives, and determines, approves, and recommends to the Board for approval the compensation level of the President and CEO based on such evaluation; • reports to the Board its review of annual and long-term goals and objectives relevant to the compensation of the Chief Financial Officer (CFO), the Executive Vice Presidents and any other officer designated by the Board, evaluates those officers’ performance in light of those goals and objectives, determines and approves compensation levels based on such evaluations and reviews and approves employment arrangements, severance arrangements and benefits plans; • reviews and recommends to the Board the compensation, incentive compensation and equity-based plans that are subject to Board approval; • reviews and approves stock incentive awards for executive officers other than the President and CEO; • makes recommendations regarding, and monitors compliance by officers and directors with, the Company’s stock ownership guidelines; • reviews and recommends to the Board the compensation of directors for service on the Board and its Committees; • annually reviews the Company’s CEO and senior management succession plans; • reviews and approves employment agreements and severance arrangements, benefit plans not otherwise subject to Board approval, and corporate goals and objectives for officers other than the President and CEO; • reviews and discusses with management the Compensation Discussion and Analysis (CD&A) to be included in the Company’s proxy statement or annual report on Form 10-K, and based on such review and discussions, recommends to the Board that the CD&A be included in the Company’s proxy statement or annual report on Form 10-K, as applicable; • evaluates any conflicts of interest and the independence of any outside advisors engaged by the Compensation Committee; reviews and oversees the Company’s overall compensation strategy, structure, policies, programs, risk profile and any stockholder advisory votes on the Company’s compensation practices and assesses whether the compensation structure establishes appropriate incentives for management and employees; annually evaluates the performance of the Compensation Committee and the adequacy of its charter; and • performs such other responsibilities as may be delegated to it by the Board from time to time that are consistent with its purpose. The Compensation Committee may delegate to one or more subcommittees such power and authority as the Compensation Committee deems appropriate. No subcommittee shall consist of fewer than two members, and the Compensation Committee may not delegate to a subcommittee any power or authority that is required by any law, regulation or listing standard to be exercised by the Compensation Committee as a whole. The Compensation Committee has the authority to retain at the expense of the Company such outside counsel, experts, and other advisors as it determines appropriate to assist it in the full performance of its functions, including sole authority to retain and terminate any compensation consultant used to assist the Compensation Committee in the evaluation of directors, or, if applicable, CEO or senior executive compensation, and to approve the consultant’s fees and other retention terms. Pay Governance, the Compensation Committee’s independent compensation consultant for fiscal year 2024, assisted with executive pay decisions and worked with the Compensation Committee to formulate the design of the executive compensation program for 2024. Until August 2024, the Compensation Committee was comprised of E. Spencer Abraham (Chair), Antonio Carrillo, Matthew Carter, Jr., Heather Cox, Paul W. Hobby, and Alexander Pourbaix.

  3. LAWRENCE S. COBEN

    EMPLOYEE ENGAGEMENT We recognize that we must live our values to serve our customers and our communities. One of our core Power Values includes seeking to create work environments where our colleagues are treated fairly and respectfully and where each voice matters. We are building on that position by reshaping our hiring and promotions practices, continually improving our policies and supporting our Business Resource Groups (BRGs). In these BRGs, employees can share, learn, and receive support from colleagues with whom they have an affinity based on shared backgrounds or interests. We strive to be a place of employee growth that celebrates the individual and champions our backgrounds. Our BRGs include the following: Supporting our 1NRG culture, we merged NRG and Vivint’s employee resource groups, enhancing the overall member experience by providing broader opportunities for professional development and community impact. By uniting groups with shared missions, this transition strengthened networks, increased leadership support, and aligned resource group efforts more strategically with organizational goals. Additionally, to recognize employees’ positive contributions to our corporate culture and the communities where we live and work, we launched a new set of enterprise-wide awards. The NRG Impact Awards highlight employees who embody our purpose and live out our values in three award categories: Volunteer of the Year, Community Champion, and Purpose on Point. We expanded NRG’s Patrol to Power (P2P) partnership with the Department of Defense, by including additional business units. Through the Department of Defense’s SkillBridge program, which creates opportunities for transitioning service members, we were able to increase the number of veteran candidates that were hired full time, reflecting the program’s continued success in supporting veterans’ career transitions. Additionally, we are honored to be recognized for our ongoing commitment to fostering an evolving, forward-thinking workplace with accolades such as the Vets Indexes 4 Star Employer Award. These achievements reflect our dedication to continuous growth, innovation, and creating an environment where all individuals can thrive. TALENT DEVELOPMENT We deploy various talent development strategies and programs to develop leaders who can execute on our strategy and drive value for all stakeholders. The Board regularly engages with management on leadership development and succession planning, including providing feedback on development plans and bench strength for key senior leader positions. In 2024, we continued our Emerging Executive Leaders Program to strengthen the identified pipeline of future executives and create a cohort of high-potential candidates to work on active company challenges or opportunities. Additionally, we expanded a front-line leader program called Peak Leadership to the entire company with the intent to onboard first-level leaders into their leadership role in select business units and will look to continue growing the initiative in 2025. We also have a performance management tool that emphasizes a continuous feedback loop and a robust online training curriculum covering topics such as leadership, communication, and productivity. HEALTH AND WELLNESS For several years, we have invested in the well-being of our employees and their families by providing programs that holistically support their physical, emotional, social, and financial wellness. Through these programs, we empower employees to take control of their well-being and focus on what matters most to them for a healthy, secure future. We include well-being goals as a metric in our AIP, ensuring participants are motivated to improve their overall well-being. We actively provide employees with virtual, hybrid, and in-person health and wellness activities. Throughout 2024, we hosted a wide variety of educational sessions on various wellbeing topics from mental health to summer safety and continued our annual movement challenge and on-site preventive health clinics. The benefits team established partnerships throughout the organization including numerous BRGs, Marketing, positiveNRG, the Workplace Resilience team and Safety to bring tailored events and topics of interest to employees. These partnerships led to well-being representation at the annual Safety Rodeo and our sweeping breast cancer awareness campaign. We continued our annual survey of employees on well-being, with a focus on understanding how employees perceive their physical, emotional, social and financial well-being, and intend to address matters as they arise. In 2024, we enhanced our annual employee engagement survey to deepen our insight into the drivers of engagement and trained leaders on how to see insights specific to their teams. Business leaders partner with the Talent & Culture team to identify initiatives that serve the needs and priorities coming from these surveys. Examples of these initiatives include efforts to clarify career development paths, increase recognition or communication programs, and host employee focus groups. TOTAL REWARDS We seek to provide market-competitive compensation and benefits benchmarked against the industries in which we operate: energy, consumer services, and, where appropriate, the entire market. To ensure incentives are properly aligned with business needs and can attract and retain qualified employees, the Compensation Committee of the Board reviews our total rewards programs, including benchmarking, risk assessment, and program design. We offer full-time employees incentives designed to motivate and reward success. We continue to evaluate our offerings, taking into consideration the needs of our employees to ensure they are competitive and best serve our employees. Every two years, we engage an independent third party to benchmark our compensation and benefits programs against our peers and report the results to the Compensation Committee. In 2024, we continued to include well-being goals in the AIP tying a portion of incentive compensation directly to improvements in employee physical, emotional, and financial well-being. For the first time, we provided regional “pop-up” clinics to our larger locations, making preventative care more convenient than ever. We continued our support of employees by partnering with the National Council for Behavioral Health to initiate our Mental Health First Aid program. This program safely, respectfully, and effectively opens the conversation about mental illness and addiction, encourages employees to recognize and take responsibility for their mental health, teaches managers to recognize and speak to employees about mental health concerns, and complements and supports existing benefit and wellness programs and company policies and procedures. COMMUNITY AND PHILANTHROPY We are committed to positively impacting people, communities, and the environment. Our social responsibility efforts reflect what it means to lead by example in our industry and our desire to make the world brighter. Through NRG’s philanthropic program, positiveNRG, we create a workplace that empowers employees by supporting communities, causes, and organizations they elect to champion. The platform offers multiple touchpoints that allow for engagement with non-profit organizations via volunteering and donations and internal employee team building.

  4. LAWRENCE S. COBEN

    We encourage employees at every level of our organization to participate in positiveNRG Impact Week, our annual week of giving. In 2024, positiveNRG Impact Week continued to focus on strengthening food security, and employees across the United States and Canada packed over one million meals for individuals facing hunger. Through employee participation, we donated, packed or prepared over 1.6 million meals. Additionally, volunteers had the opportunity to participate in various food preparation and gardening activities. This effort showcased the collective power of teamwork and highlighted NRG’s commitment to making a tangible impact and addressing critical needs in the communities where we live and work. In addition, the Vivint Gives Back foundation held its annual holiday celebration, “Sub for Santa” during which we impacted 3,400 kids in 84 communities across the United States, and 52 homes and 52 clean water systems were built as part of our annual Impact Trip that was held in Guadalajara, Mexico in 2024. ENVIRONMENT GOALS AND PROGRESS

  5. LAWRENCE S. COBEN

    | | | | | 50% | net-zero | 100% | | reduction in GHG emissions by the end of 20251 | by 2050 | electrification of company- owned light-duty fleet vehicles by 2030 |

  6. LAWRENCE S. COBEN

    1 From a 2014 base year We integrate environmental considerations into strategic and operational decisions. We have demonstrated our commitment by reducing our environmental impact in several areas. Our annual SOx and NOx air emissions have declined significantly since 2014. In addition, we established industry-leading 2-degree Celsius-aligned greenhouse gas (GHG) emission reduction goals in 2015 and became the first power company to earn validation of these goals from the Science Based Targets initiative (SBTi). At that time, our goals were to reduce GHG emissions by 50% by 2030 and 90% by 2050. In 2019, NRG announced the acceleration of its goals to align with prevailing climate science, which urged limiting global warming in the postindustrial era to 1.5-degree Celsius. These updated goals target a 50% reduction by 2025 from our 2014 base year and net-zero emissions by 2050, encompassing scope 1, scope 2, and the employee business travel portion of scope 3 emissions.

  7. LAWRENCE S. COBEN

    | The chart to the right presents carbon dioxide equivalent (CO2e) emissions and generation output from our domestic generation portfolio, including leased facilities and those accounted for through equity method investments. Prior year information was adjusted to remove divested assets. Since our base year of 2014, CO2e emissions have fallen by 34 million metric tons of CO2e or 57%, equivalent to avoiding GHG emissions for more than 87 billion miles driven by an average gasoline-powered passenger vehicle. The decrease is attributed to fleet-wide annual net generation reductions and an overall market-driven shift from coal as a primary fuel to natural gas. The achievement of NRG’s 2025 emissions reduction targets could be impacted by volatility within the power markets, driven by market conditions and changes in regulatory policies. The chart includes generation from all fuels represented in our portfolio — coal, natural gas, oil, and renewables — which is discussed further in our Annual Report on Form 10-K. | |

  8. LAWRENCE S. COBEN

    In furtherance of our sustainability commitment, in 2021, we added a sustainability goal to electrify 100% of company-owned, light-duty fleet vehicles by 2030. NRG also joined the Climate Group’s EV100 initiative to share best practices with other organizations electrifying their fleets and to support our customers in their transition to electric vehicles. ENVIRONMENTAL MANAGEMENT AND OPERATIONS Since environmental responsibility is instilled at every level of NRG, we have an Environment-Over-Production policy, which empowers our colleagues to take necessary actions to comply with environmental requirements even if such actions result in reduced production at our facilities.

  9. LAWRENCE S. COBEN

    | As part of our ongoing operations, NRG complies with numerous environmental requirements. In addition, we carefully measure and track compliance with environmental requirements and our own more stringent standards using Environmental Key Performance Indicators (EKPIs) so that we can improve continually. These measures are reported internally to management and our Board and externally in our annual sustainability report. | | | Our EKPI metric counts environmental incidents such as reportable spills, permit deviations, and receipt of Notices of Violation. Fewer incidents result in a lower score. The chart to the right shows the Company’s annual EKPI score as a percentage of base year 2014, which is indexed to 100%. In 2024, we experienced a decrease in EKPIs and further improvement against our 2014 base year. | |

  10. LAWRENCE S. COBEN

    SUPPLY CHAIN Our supply chain initiatives include evaluating risks and opportunities in our purchased goods and services, enhancing the ways we select suppliers, developing strong manufacturing standards and internal policies, and promoting environmental disclosure practices for those with whom we do business. The importance we place on supply chain transparency has also led us to pursue external collaboration with other companies in our sector through organizations such as the Natural Gas Supply Collaborative, a voluntary collaborative of natural gas purchasers, which promotes safe and responsible practices for natural gas supply. NRG has a robust Supplier Code of Conduct as well as a Human Rights and Social Responsibility in Manufacturing Standards Policy. We require all contract manufacturers (including subcontractors) to adhere to this policy. Third-party audits are conducted regularly, and we report the results of such third-party manufacturing audits to the Audit Committee. STOCKHOLDER AND STAKEHOLDER ENGAGEMENT We have a robust outreach program in which we discuss with our stockholders and stakeholders our business strategy and sustainability goals, as well as seek their feedback on our governance, sustainability, and compensation practices. We greatly value the views of our stockholders, which are communicated to the Board and have in the past driven changes to our governance and compensation practices. During 2024, one or more members of management spoke with stockholders representing more than two-thirds of our shares outstanding. In the fall of 2024, as part of our annual outreach campaign, members of our Legal, Sustainability, Investor Relations, and/or Executive Compensation teams met with stockholders collectively representing approximately 40% of our outstanding shares of common stock to discuss numerous topics, including business strategy, executive compensation, sustainability, management changes and Board composition, and the director evaluation and onboarding process. Our CEO and Lead Independent Director also participated in certain meetings with select stockholders. Additionally, we conduct off-season engagement sessions throughout the year to address various topics of our stockholders’ and stakeholders’ choosing. Our engagement program, taken as a whole, enables us to maintain an ongoing dialogue and ensures alignment between our governance and sustainability practices and evolving expectations. COMMUNICATION WITH DIRECTORS Stockholders and other interested parties may communicate with the Board by writing to the Corporate Secretary, NRG Energy, Inc., 804 Carnegie Center, Princeton, New Jersey 08540. Communications intended for a specific director or directors should be addressed to their attention to the Corporate Secretary at the address provided above. Communications received are forwarded directly to Board members as part of the materials mailed in advance of the next scheduled Board meeting following receipt of the communications. The Board has authorized the Corporate Secretary, in her discretion, to forward communications on a more expedited basis if circumstances warrant or to exclude a communication if it is illegal, unduly hostile or threatening, or similarly inappropriate. Advertisements, solicitations for periodical or other subscriptions, and other similar communications generally will not be forwarded to the directors. Proposals to be Voted PROPOSAL NO. 1 ELECTION OF DIRECTORS Our By-laws provide that the number of directors will be determined by the Board. The number of directors is currently set at eleven. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier death, resignation, or removal. Each of the nominees for director named in this Proxy Statement have been recommended and nominated by the Governance and Nominating Committee. The persons named as proxies on the proxy card intend to vote the proxies for the election of the nominees to the Board listed below. 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 director 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 director nominees 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.

  11. LAWRENCE S. COBEN

    | E. Spencer Abraham Age: 72 Director Since: 2012 Board Committees: Compensation (Chair) | Qualifications and Experience Secretary Abraham’s over two decades at the highest levels of domestic and international policy and politics give him the experience necessary to provide a significant contribution to the Board. As a former U.S. Senator and former U.S. Secretary of Energy who directed key aspects of the country’s energy strategy, he provides the Board unique insight into public policy and regulatory-related issues. In these capacities, he developed policies and regulations to ensure the nation’s energy security, oversaw the Department of Energy’s environmental management program (a multibillion-dollar environmental remediation project), was responsible for domestic oil and gas development and nuclear energy policy, and led the landmark nuclear nonproliferation program between the United States and Russia. Business Experience • Chairman and Chief Executive Officer, Abraham Group LLC (2005 to present) • Senior Advisor, Blank Rome Government Relations LLC (May 2016 to present) • Secretary of Energy (2001 to January 2005) • U.S. Senator for the State of Michigan (1995 to 2001) Other Public Company Boards • PBF Energy Inc. (August 2012 to present) • Two Harbors Investment Corp. (May 2014 to present) • Uranium Energy Corp. (October 2015 to present) Former Public Company Boards • Occidental Petroleum Corporation (May 2005 to May 2020) • GenOn Energy, Inc. (January 2012 to December 2012) |

  12. LAWRENCE S. COBEN

    | Antonio Carrillo Age: 58 Director Since: 2019 Board Committees: Compensation | Qualifications and Experience Mr. Carrillo’s executive management experience with industrial and infrastructure companies, balanced with service on a public company, customer-facing board, provides the Board with both complex management experience as well as important and diverse customer perspectives. Business Experience • President and Chief Executive Officer, Arcosa Inc. (November 2018 to present) • Senior Vice President and Group President of Construction, Energy, Marine and Components of Trinity Industries Inc. (April 2018 to November 2018) • Chief Executive Officer, Orbia Advance Corporation (2012 to February 2018) Other Public Company Boards • Arcosa Inc. (November 2018 to present) Former Public Company Boards • Dr. Pepper Snapple Group, Inc. (2015 to 2018) • Trinity Industries Inc. (2014 to November 2018) |

  13. LAWRENCE S. COBEN

    | Matthew Carter, Jr. Age: 64 Director Since: 2018 Board Committees: Compensation, Governance and Nominating | Qualifications and Experience Mr. Carter’s experience as a chief executive officer brings valuable management expertise and significant corporate leadership, brand management and technology expertise to the Board. Business Experience • Chief Executive Officer, Intrado Life & Safety, Inc. (October 2023 to present) • Chief Executive Officer, Aryaka Networks, Inc. (September 2018 to October 2023) • President, Chief Executive Officer and Director, Inteliquent, Inc. (June 2015 to February 2017) • President, Sprint Enterprise Solutions, Sprint Corporation (September 2013 to January 2015) Other Public Company Boards • Jones Lang LaSalle Incorporated (November 2018 to present) Former Public Company Boards • USG Corporation (2012 to 2018) • Inteliquent, Inc. (2015 to 2017) • Apollo Education Group, Inc. (2012 to 2017) |

  14. LAWRENCE S. COBEN

    | Lawrence S. Coben Age: 66 Director Since: 2003 Board Committees: None | Qualifications and Experience Dr. Coben has served as our President and CEO since August 2024 and Chair of the Board since 2017. His experience as a chief executive officer and investor in the energy industry brings a valuable cross-section of skills to the Board. He brings to the Board significant managerial, strategic, and financial expertise, particularly as it relates to company financings, transactions and development initiatives. As our President and CEO, he also provides our Board with management’s perspective regarding NRG’s day-to-day operations and overall strategic plan. In addition, as the founder of the Sustainable Preservation Initiative and longtime Executive Director of the Escala Initiative, he is uniquely positioned to understand and provide insight to the Board on matters relating to human rights and inequality, and as founder of Catalyst Energy Corporation, one of the first alternative energy companies in the United States, he gained extensive experience in the investment and development of sustainable energy projects. Business Experience • President and CEO, NRG Energy, Inc. (August 2024 to Present) • Interim President and CEO, NRG Energy, Inc. (November 2023 to August 2024) • Consulting Scholar, University of Pennsylvania Museum of Archaeology and Anthropology (2012 to present) • Executive Director, Escala Initiative (formerly Sustainable Preservation Initiative) (2011 to 2024) • Chairman and Chief Executive Officer, Tremisis Energy Corporation LLC and its affiliates (2003 to 2017) • Senior Principal, Sunrise Partners L.P. (January 2001 to January 2004) • Independent Consultant (1997 to January 2001) • Chief Executive Officer, Bolivian Power Company (1994 to 1996) • Founder and Senior Vice President, Catalyst Energy Corporation (1983 to 1988) Other Public Company Boards • Cox ABG (December 2024 to present) Former Public Company Boards • Freshpet, Inc. (November 2014 to April 2024) |

  15. LAWRENCE S. COBEN

    | Heather Cox Age: 54 Director Since: 2018 Board Committees: Governance and Nominating (Chair), Compensation | Qualifications and Experience Ms. Cox is able to provide the Board with significant insight based on her digital transformation, innovation, technology, operations and customer service experience. Business Experience • President, Insights & Empowerment, Zelis Healthcare Inc. (May 2023 to present) • Chief Digital Health and Analytics Officer, Humana Inc. (August 2018 to June 2022) • Executive Vice President and Chief Technology & Digital Officer, United Services Automobile Association Inc. (October 2016 to March 2018) • Chief Executive Officer, Financial Technology Division and Head of Citi FinTech of Citigroup, Inc. (November 2015 to September 2016) • Chief Client Experience, Digital and Marketing Officer, Global Consumer Bank of Citigroup, Inc. (April 2014 to November 2015) • Executive Vice President, U.S. Card Operations, Capital One (August 2011 to August 2014) Other Public Company Boards • Gryphon Digital Mining Inc. (February 2024 to present) Former Public Company Boards • Atlantic Union Bank (August 2022 to July 2023) |

  16. LAWRENCE S. COBEN

    | Elisabeth B. Donohue Age: 59 Director Since: 2020 Board Committees: Finance and Risk Management (Chair), Governance and Nominating | Qualifications and Experience Ms. Donohue’s experiences in brand and consumer led marketing brings valuable diversity of thought and expertise to the Board as NRG advances its strategic transformation to a consumer services company led by dynamic retail brands. She not only brings extensive experience in global consumer marketing but has been at the forefront of both digital, data and technology advancements in the marketing ecosystem. As chief executive officer of two major marketing agencies, Ms. Donohue partnered with many of the world’s leading consumer-led companies. Business Experience • Chief Executive Officer, Publicis Spine (October 2017 to January 2020) • President of Board of Trustees, Milton Academy (2015 to 2022) • Publicis Management Committee (2017 to 2020) • Global Brand President, Starcom Worldwide (April 2016 to October 2017) • Chief Executive Officer, Starcom USA (2009 to 2016) Other Public Company Boards • Gap Inc. (November 2021 to present) Former Public Company Boards • AcuityAds Holdings Inc. (June 2021 to June 2022) • Synacor, Inc. (May 2017 to April 2021) |

  17. LAWRENCE S. COBEN

    | Marwan Fawaz Age: 62 Director Since: 2023 Board Committees: Finance and Risk Management, Governance and Nominating | Qualifications and Experience Mr. Fawaz brings more than 30 years of experience in the media, telecommunications, smart home technology and broadband sectors along with experience in general information technology services and strategies. He is the former executive advisor for Google and its parent company, Alphabet Inc., after joining Alphabet as the CEO of Nest Labs. His wealth of knowledge and expertise developed from his past experiences provides the Board with valuable insight as the Company seeks to effectuate its strategy at the intersection of energy and home services. Business Experience • Executive Advisor, Google and Alphabet Inc. (2019 to 2022) • Chief Executive Officer, Nest Labs (2016 to 2019) Other Public Company Boards • CSG Systems International, Inc. (March 2016 to present) Former Public Company Boards • Synacor, Inc. (December 2011 to April 2021) |

  18. LAWRENCE S. COBEN

    | Kevin T. Howell Age: 67 Director Since: 2024 Board Committees: Audit, Finance and Risk Management | Qualifications and Experience Mr. Howell brings more than 20 years of experience in the power industry, serving as an accomplished power and natural gas executive with extensive commercial leadership responsibilities at various energy companies. Mr. Howell provides the Board with valuable insight on the core generation, trading, and operations components of the Company’s business. Business Experience • Chief Operating Officer, Dynegy Inc. (2011 to 2013) • Regional President, NRG Texas, and Executive Vice President, Commercial Operations, NRG Energy, Inc. (2005 to 2010) • President, Dominion Energy Clearinghouse (2001 to 2005) Former Public Company Boards • Atlantic Power Corp (January 2015 to June 2021) |

  19. LAWRENCE S. COBEN

    | Alexander Pourbaix Age: 59 Director Since: 2023 Board Committees: Audit, Compensation | Qualifications and Experience Mr. Pourbaix brings valuable insight in the energy sector. The Board values his executive leadership skills, as well as his expertise for providing leadership to boards and ensuring ongoing strong governance, while supporting management’s execution of company strategy. Mr. Pourbaix also has a background in leading advocacy efforts including industry initiatives, government relations, and ESG engagement. Business Experience • Executive Chair, Cenovus Energy Inc. (2017 to present) • President and Chief Executive Officer, Cenovus Energy Inc. (2017 to 2023) • Chief Operating Officer, TransCanada Corporation (2015 to 2017) • Executive Vice President and President, Development, TransCanada Corporation (2014 to 2015) • President, Energy and Oil Pipelines, TransCanada Corporation (2010 to 2014) • President, Energy and Executive Vice President, Corporate Development, TransCanada Corporation (2009 to 2010) • President, Energy, TransCanada Corporation (2006 to 2009) • President, Power, TransCanada Corporation (1998 to 2006) Other Public Company Boards • Canadian Utilities Limited (November 2019 to present) • Cenovus Energy Inc. (November 2017 to present) Former Public Company Boards • Trican Well Services Ltd. (May 2012 to December 2019) |

  20. LAWRENCE S. COBEN

    | Alexandra Pruner Age: 63 Director Since: 2019 Board Committees: Audit (Chair), Finance and Risk Management | Qualifications and Experience Ms. Pruner brings extensive financial and industry experience and expertise to the Board, which is valuable to the review of the Company’s financings, transactions, and overall financial oversight. In addition, the Board also values her involvement in the Houston and greater Texas community, which is the Company’s principal market. Business Experience • Senior Advisor, Perella Weinberg Partners; Tudor, Pickering, Holt & Co. (December 2018 to present) • Partner and Chief Financial Officer, Perella Weinberg Partners (December 2016 to November 2018) • Co-Founder and Chief Financial Officer, Tudor, Pickering, Holt & Co. (February 2007 to 2016) Other Public Company Boards • Plains All American Pipeline, L.P. (December 2018 to present) Former Public Company Boards • Anadarko Petroleum Corporation (November 2018 to August 2019) |

  21. LAWRENCE S. COBEN

    | Marcie C. Zlotnik Age: 62 Director Since: 2023 Board Committees: Audit, Governance and Nominating | Qualifications and Experience Ms. Zlotnik has more than 20 years of experience in the development, improvement, and turnaround of the retail electricity sector. Having co-founded StarTex Power (subsequently sold to Constellation Energy) and Gexa Energy, she has a deep understanding of operational, business improvement and customer/ employee retention areas. A proven entrepreneur, the Board values Ms. Zlotnik’s knowledge of operations, service, and marketing as well as government regulation in Texas, the Company’s primary market. Business Experience • Co-Founder and Chief Operating Officer, StarTex Power (2004 to 2013) • Co-Founder, President and Principal Accounting Officer, Gexa Energy (2000 to 2003) Former Public Company Boards • Just Energy (September 2020 to December 2022) • Crius Energy LLC (April 2018 to July 2019) |

  22. LAWRENCE S. COBEN

    | 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. |

  23. LAWRENCE S. COBEN

    DIRECTOR COMPENSATION ELEMENTS OF DIRECTOR COMPENSATION The total annual compensation received by our non-employee directors for their service as Board members, Lead Independent Director, and Chairs of the Committees of the Board, if applicable, is described below. The Compensation Committee, with the advice of Pay Governance, annually evaluates the compensation of our non-employee directors. Dr. Coben, our CEO, does not receive separate compensation as a director or Chair of the Board.

  24. LAWRENCE S. COBEN

    | Compensation Element | Compensation Amount ($) | | Annual Cash Retainer | 120,000 | | Annual Equity Retainer | 179,000 | | Lead Independent Director Retainer | 45,000 | | Audit Committee Chair Retainer | 35,000 | | Other Committee Chair Retainer | 20,000 | | Employee Directors | No compensation |

  25. LAWRENCE S. COBEN

    A non-employee director who is newly appointed to the Board, other than in connection with an annual meeting of stockholders, receives the Annual Equity Retainer and a pro rata portion of the Annual Cash Retainer upon appointment. With respect to the Committee Chair Retainers and the Lead Independent Director Retainer, 50% is received in the form of cash and 50% is received in the form of deferred stock units (DSUs). Non-employee directors may, however, elect to receive the cash portion of their annual compensation as DSUs. Each DSU is equivalent in value to one share of NRG’s common stock and represents the right to receive one such share of common stock, payable at the time elected by the non-employee director. In the event that a non-employee director’s service with the Company is terminated for any reason other than cause, DSU awards are payable in accordance with such non-employee director’s deferral election. If a non-employee director’s service with the Company is terminated for cause, the award is forfeited. In connection with the grants of the DSUs, each non-employee director also receives dividend equivalent rights (DERs) which become exercisable proportionately with the DSUs to which they relate. DIRECTOR COMPENSATION FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 The following table sets forth information regarding the compensation awarded to, earned by or paid to our non-employee directors who served on the Board during the fiscal year ended December 31, 2024.

  26. LAWRENCE S. COBEN

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | E. Spencer Abraham | 130,000 | 189,054 | 319,054 | | Antonio Carrillo(2)(3) | 138,740 | 201,575 | 340,315 | | Matthew Carter, Jr. | 120,000 | 179,010 | 299,010 | | Heather Cox | 130,000 | 189,054 | 319,054 | | Elisabeth B. Donohue(3) | 128,329 | 189,080 | 317,409 | | Marwan Fawaz | 120,000 | 179,010 | 299,010 | | Paul W. Hobby(4) | 120,000 | 179,010 | 299,010 | | Kevin Howell | 120,000 | 179,010 | 299,010 | | Alexander Pourbaix(2) | 120,000 | 179,010 | 299,010 | | Alexandra Pruner(3) | 136,247 | 196,625 | 332,872 | | Anne C. Schaumburg(5) | 137,500 | 196,506 | 334,006 | | Marcie C. Zlotnik | 120,000 | 179,010 | 299,010 |

  27. LAWRENCE S. COBEN

    | (1) Reflects the grant date fair value of DSUs awarded determined in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Compensation — Stock Compensation, the full amount of which is recorded as a compensation expense in the income statement for fiscal year 2024 for awards granted during such year and is expected to be recorded in the same manner for awards granted during 2025. The grant date fair value was based on the closing price of our common stock, as reported on the NYSE, on the date of grant, which was $81.00 per share on June 1, 2024, and $73.50 per share on August 1, 2024. | | (2) Mr. Carrillo and Mr. Pourbaix elected to forgo cash compensation for services as a director and instead received DSUs. | | (3) Effective August 1, 2024, Mr. Carrillo was appointed as Lead Independent Director, Ms. Donohue was appointed Chair of the Finance and Risk Management Committee and Ms. Pruner was appointed Chair of the Audit Committee. | | (4) Mr. Hobby completed his service on the Board on September 30, 2024. | | (5) Ms. Schaumburg completed her service on the Board on September 30, 2024. |

  28. LAWRENCE S. COBEN

    The following table sets forth the aggregate number of stock awards (DSUs and DERs) held by each of the non-employee directors as of December 31, 2024. The non-employee directors did not own any option awards as of December 31, 2024.

  29. LAWRENCE S. COBEN

    | Name | Stock Awards(1) | | E. Spencer Abraham | 75,811 | | Antonio Carrillo | 18,611 | | Matthew Carter, Jr. | 40,029 | | Heather Cox(2) | 24,130 | | Elisabeth B. Donohue | 22,178 | | Marwan Fawaz(3) | — | | Paul W. Hobby(3)(4) | — | | Kevin Howell | 5,385 | | Alexander Pourbaix | 7,927 | | Alexandra Pruner | 29,250 | | Anne C. Schaumburg(5) | — | | Marcie C. Zlotnik | 5,991 |

  30. LAWRENCE S. COBEN

    | (1) All DSUs held by the directors are payable upon termination of service as a Board member, other than the DSUs held by the directors described in footnotes 2 and 3 below. | | (2) Ms. Cox has 5,176 DSUs and 632 DERs that are payable on June 1, 2026. | | (3) Mr. Fawaz and Mr. Hobby elected to convert their DSUs to shares of common stock immediately on the date of grant. | | (4) Mr. Hobby completed his service on the Board on September 30, 2024. | | (5) Ms. Schaumburg completed her service on the Board on September 30, 2024. All of Ms. Schaumburg’s outstanding DSUs and DERs converted to common stock on that date. |

  31. LAWRENCE S. COBEN

    DIRECTOR STOCK OWNERSHIP GUIDELINES Directors are required to retain all stock received as compensation for the duration of their service on the Board, although they may sell shares as necessary to cover tax liability associated with the conversion of DSUs to common stock. Exceptions to these requirements may be made by the Board under special circumstances. No exceptions to such requirements were made for 2024. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION Under Section 14A of the Exchange Act, the stockholders of the Company are entitled to vote at this year’s Annual Meeting to approve the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K of the rules and regulations under the Securities Act of 1933, as amended (Securities Act). Currently, this vote is conducted every year. The next vote will occur at the 2026 Annual Meeting of Stockholders. As described more fully in the CD&A beginning on page 59, the Company’s executive compensation program is designed to attract, retain and reward top executive talent. The intent of the Company’s compensation program is to reward the achievement of the Company’s annual goals and objectives while supporting the Company’s long- term business strategy. This proposal, commonly known as a “say on pay” proposal, gives stockholders the opportunity to express their views on the Company’s named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officers as described in this Proxy Statement. Accordingly, the Board recommends that stockholders vote in favor of the following resolution: “RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.” The say on pay vote is advisory and therefore not binding on the Company, the Board or the Compensation Committee. However, the Board and the Compensation Committee value the opinions of the stockholders and to the extent there is a significant number of votes against the named executive officer compensation as disclosed in this Proxy Statement, stockholders’ concerns will be considered, and the Board and the Compensation Committee will evaluate actions necessary to address those concerns.

  32. LAWRENCE S. COBEN

    | The Board recommends a vote “FOR” the approval of the Company’s executive compensation as disclosed in this Proxy Statement. Proxies received by the Board will be voted “FOR” the approval of the Company’s named executive officer compensation unless a contrary vote is specified. |

  33. LAWRENCE S. COBEN

    RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2025 FISCAL YEAR The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the Company’s consolidated financial statements. To execute this responsibility, the Audit Committee engages in a thorough annual evaluation of (i) the independent registered public accounting firm’s qualifications, performance and independence, (ii) whether the independent registered public accounting firm should be rotated, and (iii) the advisability and potential impact of selecting a different independent registered public accounting firm. The Audit Committee appointed the firm of KPMG LLP, an independent registered public accounting firm, to audit the consolidated financial statements of the Company and its subsidiaries for the 2025 fiscal year at a meeting held in February. KPMG LLP has been retained as the Company’s independent registered public accounting firm continuously since May 2004. In accordance with SEC rules and KPMG LLP policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit services to the Company. For lead and concurring review audit partners, the maximum number of consecutive years of service in that capacity is five years. The Audit Committee is involved in the selection of KPMG LLP’s lead audit partner. The Audit Committee and the Board believe that the continued retention of KPMG LLP to serve as the Company’s independent registered public accounting firm for the 2025 fiscal year is in the best interests of the Company and its stockholders. If the stockholders do not ratify the appointment of KPMG LLP, the Audit Committee will reconsider its selection. Representatives of KPMG LLP are expected to attend the Annual Meeting where they will be available to respond to questions and, if they desire, to make a statement.

  34. LAWRENCE S. COBEN

    | The Board recommends a vote “FOR” the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year. Proxies received by the Board will be voted “FOR” ratification unless a contrary vote is specified. |

  35. LAWRENCE S. COBEN

    APPROVAL OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING REQUIREMENTS We are committed to reviewing and adopting corporate governance practices that are in the best interests of both NRG and its stockholders. Upon the recommendation of the Governance and Nominating Committee, the Board unanimously adopted and recommends that our stockholders approve the amendment and restatement of our Current Certificate of Incorporation (Amended Certificate of Incorporation), which includes certain amendments to eliminate supermajority voting requirements applicable to the Company’s common stock; to remove obsolete references to a classified Board and specify the standard for removal of directors in accordance with Delaware law and make other technical and administrative updates (collectively, the Charter Amendments).The text of the proposed Amended Certificate of Incorporation, marked to show the Charter Amendments, is set forth in Appendix A. NRG’s Current Certificate of Incorporation contains one provision applicable to the Company’s common stock that calls for a supermajority vote of stockholders. Article Thirteen of the Current Certificate of Incorporation requires the affirmative vote of the holders of at least two-thirds (2/3) of the combined voting power of all of the then outstanding shares of the Company eligible to be cast in the election of directors to alter, amend, or repeal Articles Nine, Ten, Twelve, or Thirteen of the Current Certificate of Incorporation. • Article Nine of the Current Certificate of Incorporation relates to the indemnification of directors and officers. • Article Ten of the Current Certificate of Incorporation relates to de-classification of the Board. • Article Twelve of the Current Certificate of Incorporation relates to prohibition on action by written consent of stockholders. • Article Thirteen of the Current Certificate of Incorporation contains the supermajority voting requirement. If approved by our stockholders, the Charter Amendments would remove the supermajority provision in Article Thirteen of the Current Certificate of Incorporation, described above. Instead, subject to any certificate of designation of any series of preferred stock, any voting requirement for further amendments to the Amended Certificate of Incorporation will be governed by Delaware law, which is generally a majority of outstanding shares. Any existing rights of our outstanding series of preferred stock (10.25% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock) will not be affected by the Charter Amendments. In addition to eliminating the supermajority voting requirement, the Charter Amendments would also eliminate obsolete references to a classified board structure that no longer exists and specify the standard for removal of directors, with or without cause, in accordance with Delaware law, and make other technical and administrative updates. The revisions to Article Seven of the Current Certificate of Incorporation reflect the Certificate of Amendment filed by the Company with the Secretary of State of the State of Delaware in December 2012 and do not reflect new changes. No conforming amendments to the By-laws will be required to eliminate the supermajority voting requirements noted above. The majority voting standards currently set forth in the By-laws will remain unchanged. The general description of the Charter Amendments is qualified in its entirety by reference to the proposed Amended Certificate of Incorporation, marked to show the Charter Amendments, set forth in Appendix A. If approved by our stockholders, the Amended Certificate of Incorporation will become effective upon filing with the Secretary of State of the State of Delaware, which we expect to file promptly following the Annual Meeting. If the Amended Certificate of Incorporation is not approved by the stockholders, the Current Certificate of Incorporation will remain unchanged, and the provisions described above will remain in place.

  36. LAWRENCE S. COBEN

    | The Board recommends a vote “FOR” approval of the Amended Certificate of Incorporation, to eliminate supermajority voting requirements. Proxies received by the Board will be voted “FOR” the Amended Certificate of Incorporation, unless a contrary vote is specified. |

  37. LAWRENCE S. COBEN

    Executive Officers Our executive officers are elected by the Board annually to hold office until their successors are elected and qualified. The biographical information for each of the executive officers is provided below. Lawrence S. Coben Age 66 President, Chief Executive Officer, and Chair of the Board For biographical information for Dr. Coben, see “Proposal No. 1: Election of Directors.” Woo-Sung (Bruce) Chung Age 51 Executive Vice President and Chief Financial Officer Mr. Chung has served as our Executive Vice President and Chief Financial Officer since June 2023. Prior to his service as Executive Vice President and Chief Financial Officer, Mr. Chung Served as Executive Vice President, Strategy, M&A, and NRG Services from July 2022 to June 2023, and served as Senior Vice President of Strategy, M&A, and NRG Services from August 2016 to July 2022. Mr. Chung served as a Managing Director at Energy Impact Partners, a private equity firm focused on energy technology investments, in 2016. Prior to his employment with Energy Impact Partners, Mr. Chung served in a number of different capacities focused on large-scale project and new business development at NRG from May 2008 to January 2016. Prior to his initial employment with us, Mr. Chung served as a director in the investment banking division of Citigroup and its predecessor firms providing capital markets advisory and M&A services to a number of regulated and unregulated power companies. During his banking career, Mr. Chung worked on a number of large capital markets and M&A transactions, including multiple assignments for the Company. Brian Curci Age 47 Executive Vice President and General Counsel Mr. Curci has served as our Executive Vice President and General Counsel since March 2021. He served as our Senior Vice President and General Counsel from March 2018 to March 2021 and Senior Vice President and Deputy General Counsel from April 2017 to March 2018. Since joining us in 2007, Mr. Curci has served in various other legal roles, including as Corporate Secretary from October 2011 to July 2018. Prior to joining us, Mr. Curci was a corporate associate with the law firm Saul Ewing LLP in Philadelphia. Robert J. Gaudette Age 51 Executive Vice President, President of NRG Business and Wholesale Operations Mr. Gaudette has served as our Executive Vice President of NRG Business and Market Operations since April 2022, and President of NRG Business and Market Operations since December 2024. Prior to that, Mr. Gaudette served as Senior Vice President, Business Solutions since December 2013. Prior to December 2013, Mr. Gaudette was Senior Vice President, C&I and Origination, starting in August 2013, and Senior Vice President, Product Development & Origination following the acquisition of GenOn in December 2012. Mr. Gaudette served as Senior Vice President and Chief Commercial Officer at GenOn from December 2010 to December 2012 and served as Vice President of Mirant’s Mid-Atlantic business unit from August 2009 to December 2010. During his career at Mirant, which began in 2001, Mr. Gaudette worked in various other capacities including Director of West Power, Director of NYMEX Trading, Assistant to the Chief Operating Officer and NYMEX natural gas trader. Mr. Gaudette serves on the advisory board of Shift, an early stage company that provides a platform advising veterans on job prospects and linking them to opportunities. Gin Kirkland Kinney Age 51 Executive Vice President and Chief Administrative Officer Ms. Kinney has served as our Executive Vice President and Chief Administrative Officer since December 2024. She served as our Senior Vice President, Communications and Philanthropy from November 2021 to December 2024, Vice President, NRG Energy from July 2015 to November 2021 and Managing Director, NRG Business from November 2012 to July 2015. Prior to joining us, Ms. Kinney served as the Vice President, Business Development of a private renewable energy company from November 2008 to October 2012. Prior to that, she served as the Director of Marketing & Communications for Heritage Green from June 2007 to September 2008. Dak Liyanearachchi Age 56 Executive Vice President and Chief Technology Officer Mr. Liyanearachchi has served as our Executive Vice President and Chief Technology Officer since December 2024. He served as our Chief Data and Technology Officer from November 2021 to December 2024 and Chief Data and Analytics Officer from August 2020 to November 2021. Prior to joining us, Mr. Liyanearachchi served as the Chief Data & Analytics Officer of Hilton Worldwide from August 2017 to July 2020 and was a member of the Chief Data Officer Advisory Board of Gartner from February 2016 to August 2017. Prior to that, Mr. Liyanearachchi worked in various capacities at Catalina Marketing in Europe and the U.S. from September 2007 to August 2017, including as Executive Vice President, Chief Data & Analytics Officer, and Senior Vice President, Global Data & Analytics. Rasesh Patel Age 51 Executive Vice President, President of NRG Consumer Mr. Patel has served as Executive Vice President, President of NRG Consumer since March 2024 when he assumed leadership of the NRG Home business. Mr. Patel served as Executive Vice President, Smart Home from March 2023 to March 2024. Prior to NRG’s acquisition of Vivint in March 2023, he had served as Chief Operating Officer of Vivint from May 2022 to March 2023. Prior to joining Vivint, Mr. Patel held various executive leadership roles at AT&T, including Chief Product and Platform Officer from March 2021 to May 2022, Executive Vice President and General Manager, Broadband and Video from September 2019 to March 2021, Senior Executive Vice President — Digital, Retail and Care from August 2017 to September 2019, Regional President, Central Region Mobility Sales & Service from November 2016 to July 2017, and Senior Vice President, Product Management from July 2015 to October 2016. Prior to its acquisition by AT&T, Mr. Patel served as Senior Vice President of Customer Experience for DIRECTV. G. Alfred (Al) Spencer Age 43 Senior Vice President and Chief Accounting Officer Mr. Spencer has served as our Senior Vice President and Chief Accounting Officer since December 2023. In this position, Mr. Spencer serves as our principal accounting officer. Before joining us, he was Vice President, Controller and Principal Accounting Officer of JetBlue Airways Corporation (JetBlue) from May 2022 to December 2023. Prior to JetBlue, Mr. Spencer served as Deputy CFO and Corporate Controller of the North American business of Paris-based Air Liquide SA, a manufacturer of industrial gases from August 2017 to May 2022. Also at Air Liquide, Mr. Spencer served as Vice President, North American Finance Transformation from April 2020 to December 2020 and Controller and Chief Accounting Officer from August 2017 to April 2020. Before joining Air Liquide, Mr. Spencer served in progressive roles of leadership at NCI Building System, Friedkin Services Group and ExpressJet Airline. Stock Ownership of Directors, Named Executive Officers and Certain Beneficial Owners STOCK OWNERSHIP OF DIRECTORS AND NAMED EXECUTIVE OFFICERS The following table sets forth information concerning beneficial ownership of the Company’s common stock as of March 3, 2025, for: (a) each director and the nominees for director; (b) NEOs; and (c) all current directors and executive officers as a group. The percentage of beneficial ownership is based on 203,666,967 shares of common stock outstanding as of March 3, 2025. The percentage of beneficial ownership also includes any shares that such person has the right to acquire within 60 days of March 3, 2025. Unless otherwise indicated, each person has sole voting and dispositive power with respect to the shares set forth in the following table.

  38. LAWRENCE S. COBEN

    The address of the directors and executive officers is c/o NRG Energy, Inc., 804 Carnegie Center, Princeton, New Jersey 08540.

  39. LAWRENCE S. COBEN

    | Directors and Named Executive Officers | Common Stock(1) | Percent of Class (%) | | Lawrence S. Coben | 376,038(2) | * | | Bruce Chung | 40,846(3) | * | | Brian Curci | 93,667(4) | * | | Robert J. Gaudette | 38,734(5) | * | | Rasesh Patel | 14,511(6) | * | | E. Spencer Abraham | 82,820(7) | * | | Antonio Carrillo | 41,429(8) | * | | Matthew Carter, Jr. | 40,200(9) | * | | Heather Cox | 40,655(10) | * | | Elisabeth B. Donohue | 25,982(11) | * | | Marwan Fawaz | 5,882 | * | | Kevin T. Howell | 105,407(12) | * | | Alexander Pourbaix | 7,960(13) | * | | Alexandra Pruner | 29,460(14) | * | | Marcie C. Zlotnik | 6,015(15) | * | | All Directors and Executive Officers as a group (18 people) | 1,110,387(16) | * |

  40. LAWRENCE S. COBEN

    | * Less than one percent of outstanding common stock. | | (1) The number of shares beneficially owned by each person or entity is determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, each person or entity is considered the beneficial owner of any: (a) shares to which such person or entity has sole or shared voting power or dispositive power and (b) shares that such person or entity has the right to acquire within 60 days through the exercise of stock options or similar rights. See “Elements of Compensation — Long-Term Incentive Compensation” for a description of the terms of the RSUs, RPSUs, and DERs. | | (2) Includes 134,362 DSUs and 16,069 DERs accrued thereon, payable in the event Dr. Coben ceases to be a member of the Board, and 167,589 vested and unsettled RSUs. Excludes 42,562 unvested RSUs, 103,724 RPSUs, and 5,345 DERs. | | (3) Excludes 30,672 unvested RSUs, 82,092 RPSUs and 4,529 DERs. | | (4) Excludes 21,690 unvested RSUs, 61,382 RPSUs and 3,435 DERs. | | (5) Excludes 25,040 unvested RSUs, 70,095 RPSUs and 3,876 DERs. | | (6) Excludes 166,609 unvested RSUs, 91,766 RPSUs and 5,075 DERs. | | (7) Includes 64,347 DSUs and 11,789 DERs, payable in the event Secretary Abraham ceases to be a member of the Board. | | (8) Includes 17,415 DSUs and 1,276 DERs, payable in the event Mr. Carrillo ceases to be a member of the Board. | | (9) Includes 35,449 DSUs and 4,752 DERs, payable in the event Mr. Carter ceases to be a member of the Board. | | (10) Includes 22,127 DSUs and 2,106 DERs, payable in the event Ms. Cox ceases to be a member of the Board. | | (11) Includes 20,238 DSUs and 2,035 DERs, payable in the event Ms. Donohue ceases to be a member of the Board. | | (12) Includes 5,313 DSUs and 95 DERs, payable in the event Mr. Howell ceases to be a member of the Board. | | (13) Includes 7,824 DSUs and 138 DERs, payable in the event Mr. Pourbaix ceases to be a member of the Board. | | (14) Includes 26,471 DSUs and 2,905 DERs, payable in the event Ms. Pruner ceases to be a member of the Board. | | (15) Includes 5,882 DSUs and 135 DERs, payable in the event Ms. Zlotnik ceases to be a member of the Board. | | (16) Consists of the total holdings of directors, NEOs, and all other executive officers as a group. |

  41. LAWRENCE S. COBEN

    DELINQUENT SECTION 16(A) REPORTS The Company’s directors and executive officers and the beneficial owners of more than ten percent (10%) of the Company’s common stock are required to file under the Exchange Act reports of ownership and changes of ownership with the SEC. Based solely on a review of copies of Section 16 filings filed electronically with the SEC and, as applicable, information provided to the Company by individual directors and executive officers and the beneficial owners of more than ten percent (10%) of the Company’s common stock, the Company believes that, during fiscal year 2024, all filing requirements applicable to directors and executive officers have been complied with in a timely manner, except for the following late Form 4 filings: (i) a Form 4 for each of Mr. Chung, Mr. Curci, Mr. Gaudette and Ms. Elizabeth Killinger due on January 4, 2024 and filed on January 5, 2024 to report an award of RSUs and certain transactions related to the vesting of certain RSUs, RPSUs, and DERs and related withholdings to satisfy certain tax obligations, due to an administrative issue in the calculation of their tax withholdings, and (ii) a Form 4 for Mr. Howell due on March 6, 2024 and filed on March 7, 2024 relating to an award of DSUs, due to an administrative issue relating to his EDGAR code. Certain Relationships and Related Person Transactions REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS The Board has adopted written policies and procedures to address potential or actual conflicts of interest and the appearance that decisions are based on considerations other than the best interests of NRG that may arise in connection with transactions with certain persons or entities (Related Person Policy). The Related Person Policy operates in conjunction with our Code of Conduct and is applicable to all “Related Person Transactions,” which are all transactions, arrangements or relationships in which: • the aggregate amount involved will or may be expected to exceed $50,000 in any calendar year; • the Company is a participant; and • any Related Person (as that term is defined below) has or will have a direct or indirect interest. A “Related Person” is: • any person who is, or at any time during the applicable period was, a director of the Company or a nominee for director or an executive officer; • any person who is known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; • any immediate family member of any of the persons referenced in the preceding two bullets, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the director, nominee for director, executive officer or more than 5% beneficial owner of common stock, and any person (other than a tenant or employee) sharing the household of such director, nominee for director, executive officer or more than 5% beneficial owner of common stock; and • any related party as the term is defined in Statement of Financial Accounting Standards No. 57. A Related Person Transaction is subject to review and approval or ratification by the Governance and Nominating Committee. If the aggregate amount involved is expected to be less than $500,000, the transaction may be approved or ratified by the Chair of the Governance and Nominating Committee. As part of its review of each Related Person Transaction, the Governance and Nominating Committee will take into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than the terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the Related Person’s interest in the transaction. This Related Person Policy also provides that certain transactions, based on their nature and/or monetary amount, are deemed to be pre-approved or ratified by the Governance and Nominating Committee and do not require separate approval or ratification. Transactions involving ongoing relationships with a Related Person will be reviewed and assessed at least annually by the Governance and Nominating Committee to ensure that such Related Person Transactions remain appropriate and in compliance with the Governance and Nominating Committee’s guidelines. The Governance and Nominating Committee’s activities with respect to the review and approval or ratification of all Related Person Transactions are reported periodically to the Board. Executive Compensation COMPENSATION DISCUSSION AND ANALYSIS

  42. LAWRENCE S. COBEN

    | LTIP Awards | 69 | | Relative Performance Stock Units | 69 | | Restricted Stock Units | 69 | | Dividend Equivalent Rights | 70 | | Equity Grant Practices | 70 | | Clawback of Certain Compensation | 70 | | Benefits | 71 | | Potential Severance and Change in Control Benefits | 71 | | OVERSIGHT OF RISKS RELATED TO COMPENSATION POLICIES | 71 | | INSIDER TRADING POLICY | 72 | | ANTI-HEDGING AND ANTI-PLEDGING POLICIES | 72 | | OTHER MATTERS | 72 | | Stock Ownership Guidelines | 72 | | Tax and Accounting Considerations | 73 |

  43. LAWRENCE S. COBEN

    | COMPENSATION TABLES | 74 | | Summary Compensation Table for Fiscal Year Ended December 31, 2024 | 74 | | Grants of Plan-Based Awards for Fiscal Year Ended December 31, 2024 | 76 | | Outstanding Equity Awards at Fiscal Year-End for Fiscal Year Ended December 31, 2024 | 77 | | Option Exercises and Stock Vested for Fiscal Year Ended December 31, 2024 | 78 | | Pension Benefits for Fiscal Year Ended December 31, 2024 | 78 | | Non-Qualified Deferred Compensation for Fiscal Year Ended December 31, 2024 | 78 |

  44. LAWRENCE S. COBEN

    | EMPLOYMENT AGREEMENTS | 78 | | TERMINATION, SEVERANCE AND CHANGE IN CONTROL | 80 | | Severance and Change in Control | 80 | | Treatment of Equity Awards for Termination and Change in Control | 82 | | Potential Payments Upon Termination or Change in Control | 85 | | CEO PAY RATIO | 86 | | PAY VERSUS PERFORMANCE | 86 |

  45. LAWRENCE S. COBEN

    | Strong performance in key financial metrics drove commensurate results in our Annual Incentive Plan (AIP), demonstrating alignment between Company performance and NEO compensation. |

  46. LAWRENCE S. COBEN

    Our compensation program ties a significant portion of our NEOs’ overall compensation to the achievement of increases in TSR through our long-term incentive program (LTIP). As a result of the Company’s relative TSR performance, the most recent RPSU awards that vested on January 2, 2025 paid out at 200% of target based on NRG’s approximate 156% increase in absolute TSR over the three-year performance period, which was calculated in accordance with the terms of the outstanding RPSU and measured against the TSR of the constituents of the S&P 500 as of the grant date. Refer to “Elements of Compensation — Long-Term Incentive Compensation” for a discussion of our LTIP. KEY GOVERNANCE FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM The compensation policies of our Board and Compensation Committee incorporate several key governance features, aligning our compensation program with the following best practices:

  47. LAWRENCE S. COBEN

    | ✓ What We Do: | | ✓ Pay for performance for NEOs including: ◦ Providing for a majority of NEO compensation that is variable and at risk, ◦ Delivery of a substantial majority of long-term incentive compensation using performance-based equity and ◦ Requiring above-median performance for performance-based vesting of long-term incentive compensation awards at target | | ✓ Require a double trigger for the payment of cash severance and the vesting of equity upon a change in control | | ✓ Maintain a robust clawback policy in accordance with applicable NYSE requirements and additional clawback provisions in compensation plans and award agreements | | ✓ Maintain robust stock ownership guidelines for our NEOs | | ✓ Provide market-level retirement benefits | | ✓ Denominate and settle all long-term incentive awards in equity | | ✓ Engage an independent compensation consultant to advise us on matters surrounding our compensation plans and program | | ✓ Ensure our compensation practices do not encourage undue risk taking (e.g., engage in robust risk monitoring and capping payments made under our AIP and performance equity program) | | ✓ Engage in a comprehensive performance evaluation process for all NEOs and annual management succession and leadership development efforts | | ✓ Hold an annual say on pay vote | | ✓ Conduct a pay equity survey at least every three years |

  48. LAWRENCE S. COBEN

    | × What We Don’t Do: | | × No excise tax gross-ups upon a change in control | | × No tax gross-ups on perquisites or benefits, other than for standard relocation benefits | | × No pledging or hedging of our stock by NEOs or directors | | × No employment agreements with NEOs other than the agreement with the CEO and the Vivint Employment Agreement (as defined below) | | × No guaranteed bonus payments for our NEOs | | × No guaranteed salary increases for NEOs | | × No inclusion of unvested RPSUs or options for stock ownership requirements | | × No supplemental executive retirement plans | | × No grants below 100% of fair market value | | × No loans to executives for purchases of Company securities on margin | | × No backdating or repricing of stock options | | × No dividend equivalent rights (DERs) on unearned equity awards | | × No trades of our stock by our officers and directors without preclearance | | × No excessive perquisites |

  49. LAWRENCE S. COBEN

    GOALS AND OBJECTIVES OF THE PROGRAM Our Compensation Committee designs and implements 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; • support our long-term business strategy, while rewarding our executive team for their contributions to Company results and their individual accomplishments; • provide competitive compensation opportunities that allow us to recruit and retain a top-tier executive team in a competitive industry and to motivate our executive team to achieve superior performance over sustained periods; and • complement and advance NRG’s power values (Power Values), which are an integral part of our company culture. The Compensation Committee is committed to aligning executive compensation with performance. The Compensation Committee’s objectives are achieved through the use of both short-term and long-term incentives. Total pay for our NEOs, including for 2024, is targeted at approximately the median of the market and, when appropriate, may be adjusted based on individual skills, tenure, experience, and other factors considered by the Compensation Committee. Through the AIP, our NEOs are rewarded for achieving annual corporate and individual goals. Our long-term incentive compensation program is designed to reward our NEOs for long-term TSR outperformance and promote the retention of our executive talent. THE COMPENSATION PROCESS SAY ON PAY RESULTS At our 2024 Annual Meeting of Stockholders, we received approximately 79% support from our stockholders for our say on pay proposal. Our Board and Compensation Committee consider the results of the say on pay proposal each year in informing annual compensation decisions. The Compensation Committee regularly reviews the compensation program so that it remains competitive and aligned with our stakeholders’ interests and the design principles, including through outreach to NRG’s stockholders, with whom the Company proactively engages throughout the year about a number of topics, including executive compensation. During 2024, we reached out to stockholders representing more than two-thirds (2/3) of our outstanding common stock to elicit feedback concerning employment agreements with our executives, our annual and long-term incentive plan structures, and our compensation program overall. In general, notwithstanding the slightly lower say on pay vote in 2024 for NEO compensation in 2023 as compared to prior years, based on our outreach efforts, we believe our investors support our overall compensation philosophy and program objectives. As further described below in “Employment Agreements — Mr. Patel”, Mr. Rasesh Patel, who joined us in connection with our acquisition of Vivint in March 2023, is party to the supplemental employment agreement, dated December 6, 2022, amending his then-existing employment agreement with Vivint (collectively referred to as the Vivint Employment Agreement). The Vivint Employment Agreement, and the bonuses, walkaway rights, and tax gross-ups provided therein, will expire in April 2025. Following the expiration of such agreement, Mr. Patel will participate in NRG’s standard executive compensation program, which does not include such features. 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 assists with executive and director pay assessments and works with the Compensation Committee to review the design of the executive compensation program. Pay Governance reports directly to the Compensation Committee and provides no other remunerated services to the Company. Pay Governance does not provide services to any of our affiliates. In accordance with SEC rules and requirements, the Compensation Committee 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). SURVEY ANALYSIS FOR EXECUTIVE COMPENSATION Given the consolidation within the deregulated power industry as well as NRG’s consumer-driven business strategy, the Compensation Committee, with guidance from Pay Governance, reviews size-adjusted compensation survey data for the three major industry sectors in which the Company competes for talent: energy industry, consumer products industry and general industry. The Compensation Committee also reviews and utilizes data from select peer companies when available. ELEMENTS OF COMPENSATION Our Compensation Committee considers a variety of components in its evaluation of compensation packages. While a portion of our compensation is fixed, a significant percentage of our NEO compensation is payable and/or realizable only if certain milestones or objectives are met. The following charts illustrate the target compensation opportunities typically approved by the Board and our Compensation Committee for the positions of CEO and all other NEOs, respectively, in accordance with our practices and pay-for-performance approach.

  50. LAWRENCE S. COBEN

    | Name | Base Salary as of December 31, 2024 ($) | Target (% of Base Salary)(1) | Target AIP Award Opportunity ($) | | Lawrence S. Coben(2) | 1,450,000 | 125 | 759,760 | | Bruce Chung | 725,000 | 100 | 725,000 | | Brian Curci | 600,000 | 100 | 600,000 | | Robert J. Gaudette | 725,000 | 100 | 725,000 | | Rasesh Patel(3) | 725,000 | 60 | 435,000 |

  51. LAWRENCE S. COBEN

    | (1) Percentages in this column assume that each of the financial performance metrics and all quantitative and qualitative goals are achieved at target levels. | | (2) Dr. Coben’s target AIP award for 2024 was prorated for his partial year of service as CEO from August 1, 2024 through December 31, 2024. | | (3) Mr. Patel’s AIP target was set pursuant to the Vivint Employment Agreement. See “Employment Agreements — Mr. Patel” below. |

  52. LAWRENCE S. COBEN

    Actual AIP payouts can range from 50% of the target percentage to 200% of the target percentage, which reflect the threshold and maximum AIP award opportunities, respectively. For each individual metric, there will be a 0% achievement unless the result meets the threshold level of performance. 2024 AIP RESULTS AND PAYMENTS The following table details the quantitative financial and non-financial performance goals and results for 2024, as approved by the Compensation Committee:

  53. LAWRENCE S. COBEN

    | Performance Metric | Weight | Threshold | Target | Maximum | Result | AIP Metric Result | | Adjusted FCFbG ($ in millions) | 45% | $1,357 | $1,940 | $2,135 | $2,153 | 200% | | Adjusted EBITDA ($ in millions) | 40% | $2,378 | $3,400 | $3,742 | $3,690 | 185% | | ESG | 15% | 50% | 100% | 200% | 128% | 128% | | Final Weighted AIP Result for Performance Metrics | | | | | | 183% |

  54. LAWRENCE S. COBEN

    | Name | Base Salary as of December 31, 2024 ($) | AIP Target (%) | Percent of Target Achieved (%) | Individual Performance Criteria Modifier (%) | Total AIP Target Achieved (%) | Total AIP Paid ($) | | Lawrence S. Coben(1) | 1,450,000 | 125 | 183 | 9 | 200 | 1,519,520 | | Bruce Chung | 725,000 | 100 | 183 | 9 | 200 | 1,450,000 | | Brian Curci | 600,000 | 100 | 183 | 7 | 196 | 1,174,860 | | Robert J. Gaudette | 725,000 | 100 | 183 | 9 | 200 | 1,450,000 | | Rasesh Patel | 725,000 | 60 | 183 | 9 | 200 | 870,000 |

  55. LAWRENCE S. COBEN

    | (1) Dr. Coben’s AIP award for 2024 was prorated for his partial year of service as CEO from August 1, 2024 through December 31, 2024. |

  56. LAWRENCE S. COBEN

    LONG-TERM INCENTIVE COMPENSATION We believe that equity awards directly align our NEOs’ interests with those of our stockholders. Our typical practice is to award our NEOs a combination of RPSUs, which are based on the Company’s TSR performance relative to the S&P 500, and time-based RSUs. The larger proportion of compensation (67%) to such NEOs is delivered using RPSUs, demonstrating the Compensation Committee’s focus on pay for performance. Dr. Coben, our CEO, transitioned from interim CEO to permanent CEO in August 2024. For information about Dr. Coben’s LTIP award for 2024, see the description under “Elements of Compensation — CEO Compensation” above and “Employment Agreements — Dr. Coben” below. TARGET LTIP AWARD OPPORTUNITY The 2024 target LTIP award opportunities for the NEOs, as of the applicable grant dates, are set forth in the table below.

  57. LAWRENCE S. COBEN

    | Name | Base Salary as of Grant Date(1) ($) | LTIP Target as Percent of Base Salary (%) | Target LTIP Award Opportunity ($) | | Lawrence S. Coben(2) | 1,450,000 | N/A | 3,300,791 | | Bruce Chung | 700,000 | 350 | 2,450,000 | | Brian Curci | 530,450 | 350 | 1,856,575 | | Robert J. Gaudette | 597,400 | 350 | 2,090,901 | | Rasesh Patel(3) | 695,564 | N/A | 3,000,000 |

  58. LAWRENCE S. COBEN

    | (1) For the NEOs other than Dr. Coben, such grant date was January 2, 2024 with respect to their RSUs and RPSUs. The date of Dr. Coben’s grant of RPSUs was August 1, 2024, pursuant to the Coben Employment Agreement. | | (2) Dr. Coben’s LTIP award opportunity was set pursuant to the Coben Employment Agreement. See “Employment Agreements — Dr. Coben” below. | | (3) Mr. Patel’s LTIP award opportunity was set pursuant to the Vivint Employment Agreement. See “Employment Agreements — Mr. Patel” below. |

  59. LAWRENCE S. COBEN

    LTIP AWARDS The target LTIP awards for Dr. Coben and Mr. Patel were set pursuant to their respective employment agreements, which are described below under “Employment Agreements.” The aggregate value of equity awards granted to each of our other NEOs for fiscal year 2024 was reviewed against select peer companies and market data. Pay Governance provided this compensation benchmark data to the Compensation Committee. The LTIP awards are set forth in the “Stock Awards” column of the Summary Compensation Table for Fiscal Year ended December 31, 2024, as well as the Grants of Plan-Based Awards for Fiscal Year ended December 31, 2024 table. RELATIVE PERFORMANCE STOCK UNITS Each RPSU represents the potential to receive shares of common stock after the completion of three years of service from the date of grant, based on the Company’s TSR performance during the three-year measurement period ranked against the TSR performance of the constituents of the S&P 500 as of the grant date, which the Compensation Committee has identified as the performance peer group. Relative measures are designed to minimize the impact of externalities, ensuring the program appropriately reflects management’s impact on the Company’s TSR. The table that follows illustrates the design of our RPSUs in 2024. As the table shows, above-median TSR is required in order to earn target awards under the plan. In addition, if our absolute TSR is less than negative 15% over the performance period, the threshold for target payouts is increased from the 55th to the 65th percentile. 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. RPSU awards limit the maximum award value that a NEO may receive to six times (6x) the fair market value of the target award, determined as of the date of grant. RPSU awards that vested on January 2, 2025 were paid at 200% of target as a result of NRG’s 98th percentile TSR achievement and approximately 156% increase in absolute TSR as ranked against the TSR of its performance peer group. RESTRICTED STOCK UNITS Each RSU represents the right to receive one share of common stock after the completion of the applicable vesting period. The RSU awards granted 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, subject to continued employment on the vesting date. Occasionally, the Compensation Committee will use alternate RSU vesting periods, but only on an exception basis, such as for a new-hire with a specific skill set or to serve as an enhanced retention tool. See the description under “Elements of Compensation — CEO Compensation” above and “Employment Agreements — Dr. Coben” below for information about Dr. Coben’s LTIP awards for 2023 and 2024. DIVIDEND EQUIVALENT RIGHTS In connection with each equity award, each NEO also receives DERs, which accrue with respect to the award to which they relate. Accrued DERs are paid at the same time that the shares of common stock underlying each award are delivered to the NEO. No DERs are paid if the underlying equity award fails to vest. EQUITY GRANT PRACTICES In fiscal year 2024, we did not grant any stock options, stock appreciation rights, or similar awards as part of our equity compensation programs, and none of our NEOs held any such awards during 2024. Our policy is to grant annual equity awards on a predetermined schedule (on January 2 for RSUs and RPSUs, and during the first week of June for DSUs to directors). In addition, pursuant to our Amended and Restated Employee Stock Purchase Plan, eligible employees may enroll to purchase shares with purchase dates generally on the last day of September and March using payroll deductions accumulated during the previous six-month period. CLAWBACK OF CERTAIN COMPENSATION In accordance with applicable NYSE rules, the Board adopted a clawback policy (Clawback Policy) effective as of December 1, 2023. The Clawback Policy, which is administered by the Compensation Committee, applies to our current and former executive officers, including the president, vice president in charge of a principal unit, division or function or any other person who performs similar policy making functions for the Company (each, a Covered Executive). Under the Clawback Policy, if we must prepare an accounting restatement to correct material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (collectively, a Restatement), we are obligated to promptly recover erroneously awarded incentive-based compensation received by a Covered Executive. “Incentive-based compensation” includes any compensation that is granted, earned or vested based, in whole or in part, on the attainment of a financial reporting measure. “Erroneously awarded” incentive-based compensation is the amount of incentive-based compensation received by the Covered Executive that exceeds the amount of incentive-based compensation that otherwise would have been received by the Covered Executive had it been determined based on an applicable Restatement. Notwithstanding the terms of any indemnification or insurance policy or any contractual arrangement with any Covered Executive, the Company will not indemnify any Covered Executives against the loss of any erroneously awarded incentive-based compensation including any payment or reimbursement for the cost of third-party insurance purchased by any Covered Executives to fund potential clawback obligations. A copy of the Clawback Policy is included as Exhibit 97 to our Annual Report on Form 10-K. In addition, the Company’s compensation plans and award agreements (including for time-based equity awards) include “clawback” provisions with regard to awards in the case of a material financial restatement, including a restatement that was the result of employee misconduct. The Board and/or the Compensation Committee retains discretion regarding the application of the clawback provisions. These clawback provisions are in addition to other remedies that are available to the Company. If the Company is required to restate its earnings as a result of noncompliance with a financial reporting requirement due to misconduct, under the Sarbanes-Oxley Act of 2002 (SOX), the CEO and the CFO would also be subject to a clawback, as required by SOX. BENEFITS NEOs participate in the same retirement, life insurance, health and welfare plans as other salaried employees of the Company. Dr. Coben also receives a financial planning reimbursement benefit as provided in the Coben Employment Agreement. In 2024, the Company paid for certain one-time expenses for Mr. Patel, including a payment in connection with executive benefits continued from his service with Vivint and certain expenses associated with Mr. Patel’s relocation, at the request of the Company, from our office in Utah to our office in Houston. These expenses are considered imputed income and are reflected in the “All Other Compensation” column of the Summary Compensation Table. We do not provide any tax gross-ups on perquisites for NEOs, other than for standard relocation benefits when the relocation is required by the Company, in connection with our normal-course compensation program. Mr. Patel received certain tax gross-ups in 2024 for compensation arrangements assumed by NRG in connection with the Vivint acquisition. Such arrangements have been or will be discontinued by NRG.

  60. LAWRENCE S. COBEN

    See the “All Other Compensation” column of the Summary Compensation Table for additional information regarding NEO benefits. POTENTIAL SEVERANCE AND CHANGE IN CONTROL BENEFITS Severance and change in control agreements are market practice among publicly held companies. Most often, these agreements are utilized to encourage executives to remain with the Company during periods of extreme job uncertainty and to evaluate a potential transaction in an impartial manner. We choose to provide severance and change in control arrangements to assist with career transitions of our executives as well as to create an environment that provides for an adequate business transition and knowledge transfer during times of change. Further, in order to enable a smooth transition during an interim period, severance and change in control agreements provide a defined level of security for the executive and the Company, enabling a more seamless implementation of a particular acquisition or an asset sale or purchase, and subsequent integration. For a more detailed discussion, including the quantification of potential payments, please see “Termination, Severance and Change in Control” following the executive compensation tables below. OVERSIGHT OF RISKS RELATED TO COMPENSATION POLICIES The Compensation Committee oversees risks related to our compensation policies and practices. The Company’s Enterprise Risk Management team assists the Compensation Committee with its oversight and analysis of these risks. To assist the Compensation Committee with determining whether the Company’s compensation policies and practices subject the Company to unnecessary risk or could potentially motivate employees to take excessive risk, the Company’s Enterprise Risk Management team conducts reviews of these policies and practices and reports to the Compensation Committee its findings as follows: • base salaries are a sufficient component of total compensation to discourage excessive risk taking; earnings goals under the Company’s AIP are based upon its audited financial statements and the Company believes that the goals are attainable without the need to take inappropriate risks or make material changes to the Company’s business or strategy; NEOs who receive payment under the AIP and the LTIP may be required to reimburse the Company for all or a portion of the payment (commonly referred to as a clawback) as described under “Elements of Compensation — Clawback of Certain Compensation” above; • the Company awards RPSUs under the LTIP that are based upon TSR over three-year periods, which mitigates short-term risk taking; • the Company utilizes a balanced mix of absolute and relative metrics; • earnings under our AIP and performance equity program are capped; • because incentive compensation has a large equity component, value is best realized through long-term appreciation of stockholder value, especially when coupled with the stock ownership guidelines, which expose the Company’s NEOs to loss of the value of the retained equity if stock appreciation is jeopardized; and • the use of incentive compensation components that are paid or vest over an extended period mitigates against unnecessary or excessive risk taking. The Compensation Committee engages Pay Governance to conduct a risk assessment with respect to the Company’s executive compensation plan designs. Following the results of its study, Pay Governance reported its assessment to the Compensation Committee for purposes of evaluating any risks in our compensation policies and practices. As a result of the review, management and the Compensation Committee have concluded that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. INSIDER TRADING POLICY The Company has adopted a Securities Trading and Non-Disclosure Policy (Insider Trading Policy) governing the purchase, sale, and other dispositions of the Company’s securities by its directors, officers, employees, and other covered personnel. The Company also follows procedures for the repurchase of NRG securities. The Company believes that the Insider Trading Policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the applicable exchange listing standards. A copy of the Insider Trading Policy, including any amendments thereto, was filed as Exhibit 19.1 to our Annual Report on Form 10-K. ANTI-HEDGING AND ANTI-PLEDGING POLICIES The Insider Trading Policy prohibits executive officers, directors and employees from directly or indirectly engaging in any kind of hedging transaction that could reduce or limit their economic risk with respect to their holdings, ownership or interest in the Company’s securities, including prepaid variable forward contracts, equity swaps, collars, puts, calls and options. The Insider Trading Policy also prohibits executive officers, directors and employees from directly or indirectly engaging in any transaction in which the Company’s securities are being pledged. OTHER MATTERS STOCK OWNERSHIP GUIDELINES The Compensation Committee and the Board require each NEO to hold NRG stock with a value equal to a multiple of their base salary until termination, as set forth in the table below. Personal holdings, vested awards and unvested, time-based RSUs count towards the ownership multiple. Unvested RPSUs and stock options, should we grant stock options in the future, do not count towards the ownership multiple. Although the NEOs are not required to make purchases of our common stock to meet their target ownership multiple, NEOs are restricted from divesting any securities until such ownership multiples are attained, except in the event of a hardship or to make a required tax payment and must maintain their ownership multiple after any such transactions. The current stock ownership for our NEOs is shown below, based on the closing share price of $100.25 on March 3, 2025, the record date:

  61. LAWRENCE S. COBEN

    | Name and Principal Position | Year | Base Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Lawrence S. Coben(4) President and Chief Executive Officer | 2024 | 629,615 | — | 3,300,791 | 1,519,520 | 13,228 | 5,463,154 | | | 2023 | 10,000 | — | 11,924,989 | — | 489,029 | 12,424,018 | | Bruce Chung Executive Vice President and Chief Financial Officer | 2024 | 717,192 | — | 2,433,804 | 1,450,000 | 20,551 | 4,621,547 | | | 2023 | 631,515 | — | 2,550,047 | 1,400,000 | 16,500 | 4,598,062 | | Brian Curci Executive Vice President and General Counsel | 2024 | 554,354 | — | 1,844,270 | 1,174,860 | 19,949 | 3,593,433 | | | 2023 | 527,479 | — | 1,785,860 | 1,060,900 | 14,075 | 3,388,314 | | | 2022 | 512,692 | — | 1,238,977 | 272,950 | 3,077 | 2,027,696 | | Robert J. Gaudette Executive Vice President, President of NRG Business & Wholesale Operations | 2024 | 618,203 | — | 2,076,999 | 1,450,000 | 18,405 | 4,163,607 | | | 2023 | 594,054 | — | 2,011,267 | 1,194,800 | 19,800 | 3,819,921 | | | 2022 | 570,139 | — | 929,891 | 307,400 | 12,200 | 1,819,630 | | Rasesh Patel Executive Vice President, President of NRG Consumer | 2024 | 724,684 | 1,600,000(5) | 2,980,109 | 870,000 | 137,082 | 6,311,875 | | | 2023 | 559,854 | 850,000 | 2,999,968 | 834,676 | 155,071 | 5,399,569 |

  62. LAWRENCE S. COBEN

    | Name | Year | Financial Advisor Services ($) | 401(k) Employer Matching Contributions ($) | Director Compensation ($) | Relocation Expenses ($) | Event Tickets ($) | Vivint Programs ($) | Vivint Executive Benefit ($) | Vivint Tax Gross-Ups ($) | Total ($) | | Lawrence S. Coben | 2024 | 8,475 | 2,769 | — | — | 1,984 | — | — | — | 13,228 | | | 2023 | — | — | 489,029 | — | — | — | — | — | 489,029 | | Bruce Chung | 2024 | — | 20,551 | — | — | — | — | — | — | 20,551 | | | 2023 | — | 16,500 | — | — | — | — | — | — | 16,500 | | Brian Curci | 2024 | — | 19,949 | — | — | — | — | — | — | 19,949 | | | 2023 | — | 14,075 | — | — | — | — | — | — | 14,075 | | | 2022 | — | 3,077 | — | — | — | — | — | — | 3,077 | | Robert J. Gaudette | 2024 | — | 18,405 | — | — | — | — | — | — | 18,405 | | | 2023 | — | 19,800 | — | — | — | — | — | — | 19,800 | | | 2022 | — | 12,200 | — | — | — | — | — | — | 12,200 | | Rasesh Patel(1) | 2024 | — | 13,800 | — | 113,045(2) | 1,663 | 2,809 | 3,942 | 1,823 | 137,082 | | | 2023 | — | 13,200 | — | 966 | — | 77,003 | 4,739 | 59,163 | 155,071 |

  63. LAWRENCE S. COBEN

    | | Summary Compensation Table Total for First PEO(1) ($) | Summary Compensation Table Total for Second PEO(1) ($) | Compensation Actually Paid to First PEO(1) (2)(3) ($) | Compensation Actually Paid to Second PEO(1) (2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(1) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1) (2)(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions) | Adjusted EBITDA Achievement ($ Millions)(5) | | Year | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2024 | — | 5,463,154 | — | 18,050,391 | 4,672,616 | 12,174,239 | 268.43 | 134.24 | 1,125 | 3,690 | | 2023 | 13,128,160 | 11,934,989 | (5,193,935) | 12,654,011 | 4,570,504 | 7,585,995 | 150.26 | 111.05 | (202) | 3,289 | | 2022 | 10,151,847 | — | (938,751) | — | 2,484,712 | 812,036 | 88.79 | 122.25 | 1,221 | 1,910 | | 2021 | 10,854,224 | — | 10,696,698 | — | 2,042,570 | 1,466,079 | 116.01 | 121.46 | 2,187 | 2,168 | | 2020 | 9,879,276 | — | 8,778,527 | — | 2,159,739 | 1,950,890 | 97.86 | 102.72 | 510 | 2,057 |

  64. LAWRENCE S. COBEN

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. | | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth 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. |