DEF 14A of Clearway Energy, Inc., Mar 24, 2026

DEF 14A of Clearway Energy, Inc.

Filed Mar 24, 2026 · FY20250001104659-26-033918

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | Name, Primary Occupation | Age | Director Since | Independent | Other Public Company Boards | Committee Memberships(1) | | | | | | | | | | A | C | GCN | ERM | | Nathaniel Anschuetz Partner at Global Infrastructure Partners | 38 | 2018 | NO | 0 | | | | ✓ | | Jonathan Bram Chairman of the Board of the Company, Founding Partner at Global Infrastructure Partners | 60 | 2018 | NO | 0 | | ✓ | | | | Craig Cornelius President and Chief Executive Officer of the Company | 46 | 2024 | NO | 1 | | | | | | Brian R. Ford(2) Former Chief Executive Officer of Washington Philadelphia Partners, LP | 77 | 2013 | YES | 1 | ★ | ✓ | ✓ | | | Paige Goodwin Vice President – U.S. Renewables Portfolio for TotalEnergies | 41 | 2025 | NO | 0 | | | | ✓ | | Olivier Jouny | | | | | | | | | | Senior Vice President for TotalEnergies Renewables | 45 | 2024 | NO | 0 | | ✓ | | | | Jennifer Lowry Former Vice President of Risk, Treasury and Corporate Finance for McCormick & Company, Inc. | 57 | 2022 | YES | 2 | ✓ | ✓ | ✓ | ★ | | Bruce MacLennan Partner at Global Infrastructure Partners | 59 | 2018 | NO | 0 | | | | | | Daniel B. More Senior Advisor at Guggenheim Securities | 69 | 2019 | YES | 1 | ✓ | ✓ | ★ | | | E. Stanley O’Neal Former Chairman of the Board and Chief Executive Officer of Merrill Lynch & Co. | 74 | 2018 | YES | 2 | ✓ | ★ | | | | Marc-Antoine Pignon Chief Executive Officer of TotalEnergies Renewables USA | 41 | 2024 | NO | 0 | | | | |

  3. DIRECTOR NOMINEES

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

  4. DIRECTOR NOMINEE SELECTION PROCESS

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

  5. ELECTION OF DIRECTORS

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

  6. Nominees for Director

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

  7. Nominees for Director

    | | Jonathan Bram Age: 60 Chairman of the Board Compensation Committee Mr. Bram has served as a director and Chairman of the Board since August 2018. Mr. Bram is a Senior Managing Director and Founding Partner at GIP, a part of BlackRock, Inc. (“BlackRock”), and serves on its Equity and Credit Investment Committees. Prior to the formation of GIP in 2006, Mr. Bram spent 15 years at Credit Suisse as a managing director in the Investment Banking Division, where he served in a variety of positions, including co-head of the Global Industrial and Services Group, chief operating officer of the Investment Banking Division, and co-head of corporate finance for the 150-person U.S. Energy Group. He has experience financing and investing in renewables companies and projects that utilize wind, solar, geothermal and hydroelectric technologies. Mr. Bram is a member of the board of directors of Zephyr Acquisition Holdings, L.P. (the indirect parent of CEG) (“Zephyr Acquisition Holdings”), Allete, Eolian, L.P. and Chile Renovables, SpA. He previously served on the boards of Terra-Gen Power, Guacolda Energy, Channelview Cogeneration and SunPower Corporation. Mr. Bram holds a B.A. in economics from Columbia College. Mr. Bram’s significant experience in investment banking for, and investments in, energy and power companies, as well as his leadership role at GIP, provide strong financial and transactional experience to the Board. |

  8. Nominees for Director

    | | Nathaniel Anschuetz Age: 38 Energy Risk Management Committee Mr. Anschuetz has served as a director since August 2018. Mr. Anschuetz is a Partner at GIP, a part of BlackRock. Prior to joining GIP in 2012, Mr. Anschuetz was an Analyst in the Power & Utilities Coverage Group at Citigroup from June 2010 through June 2012. Mr. Anschuetz is also a member of the board of directors of Zephyr Acquisition Holdings and Eolian, L.P. Mr. Anschuetz served as a board member on the Board of Directors of SunPower Corporation from September 2022 to October 2024. Mr. Anschuetz graduated with cum laude honors from Columbia College in 2010 with an A.B. in Economics and Operations Research, and a concentration in Sustainable Development. Mr. Anschuetz’s financial expertise provides significant value to the Board. | | | Brian R. Ford Age: 77 Lead Independent Director Audit Committee (Chair) Compensation Committee Corporate Governance, Conflicts and Nominating Committee Mr. Ford has served as a director since July 2013 and Lead Independent Director since January 2019. Mr. Ford was the Chief Executive Officer of Washington Philadelphia Partners, LP, a real estate investment company, from 2008 through 2010. He retired as a partner from Ernst & Young LLP in June 2008 where he had been employed since 1971. Mr. Ford currently serves on the board of various companies, including FS Investment Corporation portfolios, a specialty finance company that invests primarily in the debt securities of private U.S. middle-market companies, since 2013, where he also serves as the chairman of the audit committee. He also serves on the boards of Drexel University and BAYADA Home Health. From 2013 to 2020, Mr. Ford served on the board of AmeriGas Propane, Inc., where he also served as a member of its audit and corporate governance committees. Mr. Ford received his B.S. in Economics from Rutgers University. Mr. Ford’s extensive experience in accounting and public company matters provides strong financial, audit and accounting skills to the Board. |

  9. Nominees for Director

    | | Jennifer Lowry Age: 57 Audit Committee Compensation Committee Corporate Governance, Conflicts and Nominating Committee Energy Risk Management Committee (Chair) Ms. Lowry has served as a director since February 2022. Ms. Lowry served as Vice President of Risk, Treasury and Corporate Finance for McCormick & Company, Inc. from October 2019 through July 2021, and as Vice President of Corporate Finance from November 2016 through October 2019. From 2012 to 2016, Ms. Lowry held management positions with Exelon Corporation as Senior Vice President, Generation Company Strategy and Constellation Energy Group, Inc as Vice President and Treasurer. Prior to that, she held executive positions at companies within the electric power industry including AES Corporation and Cogentrix Energy Group, Inc. Ms. Lowry served on numerous governing committees within Constellation and Exelon and was Chair of the Maryland Zoo Board of Trustees. Ms. Lowry served on the board of Electriq Power Holdings, Inc. from August 2023 to May 2024 and served on its compensation committee. Ms. Lowry served on the board of TPI Composites, Inc. from November 2024 to May 2025. As of May 2025, she serves on the board of MGP Ingredients as chair of the audit committee. Ms. Lowry has also been a member of the board of directors of MYR Group, Inc. since 2018, and is currently chair of its Audit Committee. Ms. Lowry’s financial and energy industry experience provides significant value to the Board. | | | Bruce MacLennan Age: 59 Mr. MacLennan has served as a director since August 2018. Mr. MacLennan is a Partner at GIP, a part of BlackRock, and focuses on the energy and power sectors. Prior to joining GIP at its formation in 2006, Mr. MacLennan was a Director in the Investment Banking Division of Credit Suisse. During his time at Credit Suisse, he worked in the Global Energy Group, the Global Project Finance Group and the Global Industrial and Services Group. Mr. MacLennan holds an A.B. from Harvard University and an M.B.A. from the Wharton School of the University of Pennsylvania. He is currently a member of the board of directors of Eolian, L.P. and Greenlane Infrastructure, and previously served on the boards of Competitive Power Ventures and Zephyr Acquisition Holdings. Mr. MacLennan’s significant experience in investment banking for, and investments in, energy and power companies, as well as his leadership role at GIP, provide strong financial and transactional experience to the Board. |

  10. Nominees for Director

    | | Daniel B. More Age: 69 Audit Committee Compensation Committee Corporate Governance, Conflicts and Nominating Committee (Chair) Mr. More has served as a director since February 2019. Mr. More was a Senior Advisor with Guggenheim Securities from October 2015 until August 2025. Mr. More retired as a Managing Director and Global Head of Utility Mergers & Acquisitions of the Investment Banking Division of Morgan Stanley in 2014. He held such position since 1996. Mr. More has been an investment banker since 1978 and has specialized in the utility sector since 1986. Mr. More has served as a director of SJW Group since April 2015. He served as a director of Saeta Yield from February 2015 to June 2018 and served as a director of the New York Independent System Operator from April 2014 until February 2016. Mr. More’s extensive experience in investment banking, including capital raising and strategic initiatives, combined with experience as a director of energy industry companies, provides significant value to the Board. | | | E. Stanley O’Neal Age: 74 Audit Committee Compensation Committee (Chair) Mr. O’Neal has served as a director since August 2018. Mr. O’Neal served as Chairman of the Board and Chief Executive Officer of Merrill Lynch & Co., Inc. until October 2007. He became Chief Executive Officer of Merrill Lynch in 2002 and was elected Chairman of the Board in 2003. Mr. O’Neal was employed with Merrill Lynch for 21 years, serving as President and Chief Operating Officer from July 2001 to December 2002; President of U.S. Private Client from February 2000 to July 2001; Chief Financial Officer from 1998 to 2000 and Executive Vice President and Co-head of Global Markets and Investment Banking from 1997 to 1998. Before joining Merrill Lynch, Mr. O’Neal was employed at General Motors Corporation where he held a number of financial positions of increasing responsibility. Mr. O’Neal is also a director and member of the nominating and governance committee of Element Solutions Inc. (formerly Platform Specialty Products Corporation), a global, diversified producer of high technology specialty chemical products and provider of technical services. Mr. O’Neal is also a director and member of the audit committee of Hut 8 Corp, a cryptocurrency mining company, which was formed in November 2023 as a merger between Hut 8 Mining Corp and U.S. Data Mining Group, Inc. Mr. O’Neal is also a member of the board of directors of Allete. Mr. O’Neal was a director of General Motors Corporation from 2001 to 2006, chairman of the board of Merrill Lynch & Co., Inc. from 2003 to 2007, a director of American Beacon Advisors, Inc. (investment advisor registered with the SEC) from 2009 to September 2012 and a director of Arconic Corp., an aluminum manufacturing company, from 2020 to 2023. Mr. O’Neal’s extensive executive experience, financial expertise and leadership skills enable him to provide unique guidance to the Board and the Company’s management team. |

  11. Nominees for Director

    | | Craig Cornelius Age: 46 President, CEO and Director Mr. Cornelius has served as President and Chief Executive Officer of the Company since July 2024 and as a director since July 2024. He has been CEG’s chief executive officer since its formation through a spin-out of NRG Energy, Inc.’s (“NRG”) clean energy businesses in 2018. Previously, Mr. Cornelius was President of NRG’s renewables division. In this capacity, he oversaw origination, development, engineering and construction, operations and asset management across the company’s businesses in wind and solar power. He joined NRG in 2013 and initially led new business development for renewables, including the establishment of new market segments, acquisition of projects, and direction of process improvement initiatives. Before joining NRG, Mr. Cornelius served for five years as a Principal and then a Managing Director in the solar investing practice at Hudson Clean Energy Partners. Previously, he was the Program Manager of the U.S. Department of Energy’s Solar Energy Technologies Program, where he led the creation of the $1.5 billion Solar America Initiative. Mr. Cornelius is also a member of the board of directors of Sunrun Inc., where he also serves as a member of its audit committee and nominating, governance and sustainability committee. As President and Chief Executive Officer of the Company, Mr. Cornelius provides the Board with management’s perspective regarding the Company’s day to day operations and overall strategic plan. | | | Olivier Jouny Age: 45 Compensation Committee Mr. Jouny has served as a director since October 2024. Mr. Jouny currently serves as Senior Vice President of the Renewables division of TotalEnergies. He began his career in the Gas & Power Division of TotalEnergies, serving in marketing activities on the European gas markets and then LNG downstream developments in North & Central Americas. In 2008, he joined the Exploration & Production branch where he held several positions in Yemen, France and the Republic of Congo. He was successively Commercial Manager of Yemen LNG, Head of E&P New Ventures Economics Department and Business Development Manager of Total E&P Congo based in Pointe Noire. In September 2016, he joined the Marketing & Services branch where he was appointed Managing Director of Total Marine Fuels, TotalEnergies’ worldwide business unit in charge of bunkering activities, based in Singapore. Mr. Jouny then served as Managing Director of TotalEnergies E&P in Angola. He was, during this period, also the country chair for TotalEnergies in Angola. From January 2023 to August 2024, he was Senior Vice President of the Integrated Power division of TotalEnergies within the Gas, Renewables and Power branch, where he developed an expertise in electricity markets and flexible power generation assets. Mr. Jouny graduated as a mechanical engineer from the Mines Paris Tech. Mr. Jouny’s engineering, energy and leadership experience provides significant value to the Company’s Board. |

  12. Nominees for Director

    | | Marc-Antoine Pignon Age: 41 Mr. Pignon has served as a director since December 2024. Mr. Pignon currently serves as Chief Executive Officer of TotalEnergies Renewables USA. He has been employed by TotalEnergies since 2006, when he joined as an economist for upstream operations in Congo and the Middle East. Between 2008 and 2016, Mr. Pignon was successively appointed as Business Development Economist at TotalEnergies EP Norge AS, EPC Manager at TotalEnergies EP Nigeria Ltd and Head of Development & Long-Term Planning at TotalEnergies EP Australia. In 2016, he became Head of TotalEnergies Solar France, which is the French renewables arm of TotalEnergies. In 2019, he moved to the United States within SunPower Corporation and then TotalEnergies Renewables USA to lead TotalEnergies’ renewables efforts in the U.S. He served as a director on the Board of Directors of SunPower Corporation from July 2024 to November 2024. Mr. Pignon is a science and executive engineering graduate from Mines ParisTech. Mr. Pignon’s economics, engineering and leadership experience provides significant value to the Board. | | | Paige Goodwin Age: 41 Energy Risk Management Committee Ms. Goodwin has served as a director since July 2025. Ms. Goodwin currently serves as VP — U.S. Renewables Portfolio for TotalEnergies. She has been employed by TotalEnergies since 2014 and has held a variety of business and legal leadership roles, including as Senior Manager — U.S. Petrochemicals JVs and New Ventures; Assistant General Counsel — U.S. Litigation; and Assistant General Counsel — U.S. Refining & Chemicals. Prior to joining TotalEnergies, Ms. Goodwin was a litigation attorney at Baker Botts L.L.P. in Houston, Texas. Ms. Goodwin received her Juris Doctor from the University of Pennsylvania Law School, and her Bachelor of Arts from Duke University. Ms. Goodwin’s legal, energy industry and leadership experience provides significant value to the Board. |

  13. Nominees for Director

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

  14. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The chart below describes the compensation program established for our directors for their service as Board members, chairs of the Committees and Lead Independent Director, as applicable, in 2025. Only our independent, non-employee directors receive compensation for their services as directors, which is set by our Board based on recommendations by the Compensation Committee. Our President and CEO, Mr. Cornelius did not receive any compensation during 2025 for his service as a director, and none of the directors who are officers or employees of GIP or TotalEnergies receive compensation for their services as directors.

  15. DIRECTOR COMPENSATION

    | Compensation Element | Compensation Amount | | Annual Cash Retainer | $100,000 | | Annual Equity Retainer | $135,000 | | Lead Independent Director Retainer | $30,000 | | Audit Committee Chair Retainer | $25,000 | | Compensation Committee Chair Retainer | $20,000 | | Corporate Governance, Conflicts and Nominating Committee Chair Retainer | $20,000 | | Energy Risk Management Committee Chair Retainer | $20,000 | | Employee or Directors Affiliated with GIP or TotalEnergies | No compensation |

  16. DIRECTOR COMPENSATION

    Our independent directors receive an annual retainer of cash and equity for their services as directors. The independent directors received $100,000 in the form of cash and $135,000 in the form of stock awards issued under our Amended and Restated 2013 Equity Incentive Plan (the “Equity Incentive Plan” or “LTIP”). Chair retainers were payable 50% in the form of cash and 50% in the form of stock awards issued under the Equity Incentive Plan. Each stock award may, pursuant to an independent director’s deferral election, be awarded as deferred stock units (“DSUs”). In addition, directors may defer the cash component of their annual retainers into additional DSUs. Each DSU issued in 2025 was equivalent in value to one share of Class C common stock and represents the right to receive one such share of Class C common stock payable at the time elected by the director, or in the event the director does not make an election with respect to payment in a particular year, in accordance with his or her prior deferral election. In the event that a director’s service with the Company is terminated for any reason, other than cause, DSU awards are payable in accordance with such director’s deferral election. If a director’s service with the Company is terminated for cause, the award is forfeited. In connection with the grants of the DSUs, each independent director also received dividend equivalent rights (“DERs”) which become vested proportionately with the DSUs to which they relate. Each DER represents the right to receive the dividends and distributions that would have otherwise been paid with respect to a share subject to a DSU award (if such share were outstanding rather than being subject to the DSU award). Typically, accrued DERs are credited as additional shares that will be subject to the vesting and payment terms of the corresponding award of DSUs. Accordingly, DERs are intended to represent the economic value that our independent directors would otherwise receive if, as applicable, they did not elect to receive DSUs and they, instead, held the shares relating to the DSUs outright. Similar to its competitive assessment of NEO compensation, Pay Governance, the Compensation Committee’s compensation consultant, performed a review of director compensation and stock ownership guidelines with respect to fiscal year 2025. Results of the review were shared with the Compensation Committee, which made a recommendation to increase the annual cash retainer, annual equity retainer and lead independent director retainer to the full Board for final approval. These increases were intended to provide market-competitive compensation to the applicable members of our Board. The Compensation Committee previously implemented a stock ownership guideline for directors requiring stock ownership equal to five times the annual cash retainer fee and, as part of its competitive assessment (described above), Pay Governance confirmed this guideline with respect to fiscal year 2025 was consistent with the market (i.e., with respect to similarly situated businesses). Although directors are not required to make purchases of our common stock to meet their target ownership multiple, they are restricted from divesting any securities until such ownership multiple is attained, except to make a required tax payment, and must maintain their ownership multiple after any such transactions. In addition, our independent directors are reimbursed for out-of-pocket expenses in connection with attending meetings of the Board or its Committees. As a general matter, we expect that in the future, any independent director will receive grants of equity-based awards upon appointment to our Board and from time to time thereafter for so long as he or she serves as a director. Each member of our Board is indemnified for his or her actions associated with being a director to the fullest extent permitted under Delaware law. In addition, we have entered into indemnification agreements with each of our directors as well as our executive officers. The indemnification agreements provide the directors and executive officers with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under Delaware law.

  17. Director Compensation

    Director Compensation

  18. Fiscal Year Ended December 31, 2025

    | Name | Fees Earned or Paid in Cash | Stock Awards | Total | | Brian R. Ford | $127,500 | $162,527 | $290,527 | | Jennifer E. Lowry | $110,000 | $145,019 | $255,019 | | Daniel B. More | $110,000 | $145,019 | $255,019 | | E. Stanley O’Neal | — | $255,022 | $255,022 |

  19. COMPENSATION DISCUSSION & ANALYSIS

    | EXECUTIVE SUMMARY | 62 | | EXECUTIVE COMPENSATION PROGRAM | 62 | | KEY GOVERNANCE FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM | 64 | | BUSINESS STRATEGY AND COMPANY PERFORMANCE | 64 | | EXECUTIVE COMPENSATION PROGRAM | 65 | | 2025 NAMED EXECUTIVE OFFICERS | 65 | | GOALS AND OBJECTIVES OF THE PROGRAM | 65 | | THE COMPENSATION PROCESS | 65 | | COMPENSATION CONSULTANT | 65 | | COMPENSATION PEER GROUP ANALYSIS | 66 | | ELEMENTS OF COMPENSATION | 67 | | BASE SALARY | 67 | | ANNUAL INCENTIVE COMPENSATION | 68 | | LONG-TERM INCENTIVE COMPENSATION | 70 | | CLAWBACKS | 73 | | BENEFITS | 73 | | POTENTIAL SEVERANCE AND CHANGE-IN-CONTROL BENEFITS | 73 | | OTHER MATTERS | 74 | | STOCK OWNERSHIP GUIDELINES | 74 | | TAX AND ACCOUNTING CONSIDERATIONS | 74 | | COMPENSATION TABLES | 75 | | EMPLOYMENT AGREEMENTS | 79 | | SEVERANCE AND CHANGE-IN-CONTROL | 80 | | DEFINITION OF CHANGE-IN-CONTROL, ETC. | 81 | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL | 83 | | CEO PAY RATIO | 84 | | COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION | 84 | | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 84 |

  20. EXECUTIVE COMPENSATION PROGRAM

    EXECUTIVE COMPENSATION PROGRAM Clearway is a publicly-traded energy infrastructure investor with a focus on investments in clean energy and owner of modern, sustainable and long-term contracted assets across North America. The Company is sponsored by GIP and TotalEnergies through the portfolio company, CEG, and, together, GIP and TotalEnergies hold all of the Company’s Class B common stock and Class D common stock and thus collectively have the majority voting interest in the Company. This Compensation Discussion and Analysis (this “CD&A”) describes the philosophy, elements, implementation, and results of the Company’s 2025 executive compensation program as it applies to the executive team. The Compensation Committee’s objectives are to design a simple, yet competitive, executive compensation program for the Company, which is aligned with the interests of our stockholders. This program is designed to align our short-term and long-term compensation with the Company’s annual performance and three-year performance, respectively. Our annual incentive program (“AIP”) is primarily based on objective criteria that support the achievement of our short-term objectives, which we believe ultimately creates long-term stockholder value. Our long-term incentive awards, which are issued under the LTIP, are comprised of (i) approximately 67% Performance Stock Units (“PSUs”), which vest based on the attainment of certain performance metrics described in the following sentence, and (ii) approximately 33% Restricted Stock Units (“RSUs”), which vest based on continued service over three years. With respect to the PSUs granted in 2025, approximately 50% of the PSUs vest based on our relative TSR measured over three years, and approximately 50% of the PSUs vest based on the growth of our average cash available for distribution (“CAFD”) on a per share basis measured over three years. The program is intended to incorporate many best practices in compensation design, while being tailored to our business needs and compensation objectives. In 2025, the Compensation Committee reviewed and did not modify its general philosophy related to the compensation program. However, consistent with Mr. Cornelius’ status as an employee of CEG during 2024, the Company does not pay any cash compensation or provide employee benefits (other than LTIP payments) to Mr. Cornelius. Similarly, beginning in 2025, our other named executive officers (the “Other NEOs”), along with substantially all of the Company’s workforce, also became employees of CEG in 2025 and began receiving cash compensation and employee benefits (other than LTIP payments) from CEG (rather than the Company). Nonetheless, the Compensation Committee’s role with respect to our compensation program during 2025 remained consistent with its role in 2024. Although the Company pays CEG the management fee pursuant to the Company’s management services arrangement with CEG, (i) the management fee is unaffected by any cash compensation or employee benefit amounts that CEG provides to Mr. Cornelius, and (ii) the Company does not otherwise pay or reimburse CEG for the foregoing cash compensation and employee benefits that are provided by CEG to Mr. Cornelius. With respect to the Other NEOs, the management fee is similarly unaffected by the cash compensation or employee benefit amounts that CEG provides to the Other NEOs, in that the management fee generally consists of a fixed amount that may be adjusted under limited circumstances. However, as part of the process of establishing the management fee in 2025, the management services agreement was amended to increase the management fee, to account for, in part, CEG’s increased payroll costs as a result of the transition of substantially all of CWEN’s workforce to CEG in 2025 (the “Payroll Component”). While CEG’s payroll costs with respect to Mr. Cornelius are not reflected in the Payroll Component, the Company could be viewed under the Payroll Component as bearing certain of CEG’s payroll costs with respect to the cash compensation and employee benefits that the Other NEOs receive from CEG. The following tables set forth the payor of each primary element of the NEOs’ compensation:

  21. EXECUTIVE COMPENSATION PROGRAM

    | Primary Element of Mr. Cornelius’ Compensation | Payor of Compensation Element | | Base Salary | CEG | | Annual Incentive Compensation | CEG | | Long-Term Incentive Compensation | Company(1) | | Employee Benefits | CEG |

  22. EXECUTIVE COMPENSATION PROGRAM

    | Primary Element of the Other NEOs’ Compensation | Payor of Compensation Element | | Base Salary | CEG | | Annual Incentive Compensation | CEG | | Long-Term Incentive Compensation | Company | | Employee Benefits | CEG |

  23. EXECUTIVE COMPENSATION PROGRAM

    (1) In 2024, Mr. Cornelius received a one-time award of 375,000 restricted shares of Class C common stock of the Company under CEG’s equity compensation program (i.e., outside of our LTIP) which vests in three equal installments, with one-third having vested on October 1, 2024 and one-third having vested on October 1, 2025 and the remaining one-third vesting on October 1, 2026. Because the Company does not pay any cash compensation or provide employee benefits (other than the payments with respect to the Company’s LTIP) to Mr. Cornelius and because the cash compensation and employee benefit amounts provided by CEG to Mr. Cornelius are not subject to the Payroll Component, the Company has not disclosed these items with respect to Mr. Cornelius in the Summary Compensation Table. Instead, the Company has disclosed only the compensatory amounts that are payable to Mr. Cornelius by the Company, which are limited to Mr. Cornelius’ RSU and PSU grants under the LTIP. With respect to the Other NEOs, because the cash compensation and employee benefit amounts (or some portion thereof) provided by CEG to the Other NEOs potentially are reflected in the Payroll Component, the Company has disclosed all elements of the Other NEOs’ compensation and benefits in the Summary Compensation Table. At our 2025 Annual Meeting of Stockholders, we received approximately 99% support for our say on pay proposal. After considering the 2025 say on pay voting results, the Compensation Committee and the Board did not make any changes to the Company’s executive compensation program in response to such vote. We believe the 2025 say on pay voting results demonstrate our stockholders support our pay practices and that our compensation program is aligned with their interests.

  24. GOALS AND OBJECTIVES OF THE PROGRAM

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

  25. COMPENSATION CONSULTANT

    COMPENSATION CONSULTANT Pursuant to its charter, the Compensation Committee is authorized to engage, at the expense of the Company, a compensation consultant to provide independent advice, support and expertise to assist the Compensation Committee in overseeing and reviewing our overall executive compensation strategy, structure, policies and programs, and to assess whether our compensation structure establishes appropriate incentives for management and other key employees. Pay Governance has been the Compensation Committee’s independent compensation consultant since August 2020, and Pay Governance has continued to serve in that capacity to the present date. Pay Governance worked with the Compensation Committee to formulate the design of the executive and director compensation programs for 2025. As part of its work with the Compensation Committee, Pay Governance provided reports to the Compensation Committee containing research, market data, survey information and information regarding trends and developments in executive and director compensation, and Pay Governance reported directly to the Compensation Committee. Except with respect to services Pay Governance provided in connection with advising the CEG compensation committee, neither Pay Governance, nor any of its affiliates, provided any other services for us or any of our affiliates in 2025. The aggregate fees paid to Pay Governance for the 2025 services it provided to the CEG compensation committee were $44,920. In accordance with SEC rules and requirements, the Compensation Committee has affirmatively determined that the services performed by Pay Governance did not raise any conflict of interest and 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).

  26. COMPENSATION PEER GROUP ANALYSIS

    COMPENSATION PEER GROUP ANALYSIS The Compensation Committee, with support from its independent compensation consultant, identifies the most appropriate comparator group for the Company within relevant industries for purposes of benchmarking compensation (the “Compensation Peer Group”). With respect to 2025, the support from Pay Governance included its assistance in identifying an appropriate Compensation Peer Group that accounted for the reorganization effected by the Company and CEG, pursuant to which substantially all of the employees and operations of the Company transferred to CEG as of January 1, 2025. The Compensation Committee aims to compare our compensation program to a consistent Compensation Peer Group year-to-year, but given the dynamic nature of our industry and the companies that constitute it, the Compensation Committee annually examines the Compensation Peer Group for appropriateness in terms of size, complexity, and industry. In connection with this annual review, the Compensation Committee reviewed the Compensation Peer Group identified for 2024 and adjusted it for 2025 to (i) add the following companies: First Solar, Inc., Hannon Armstrong Sustainable Infrastructure, L.P., New Fortress Energy Inc. and Sunrun Inc. and (ii) remove the following companies: Algonquin Power & Utilities Corp., Atmos Energy Corporation, Capital Power Corporation, Genesis Energy, L.P. and Equitrans Midstream Corporation. These adjustments for 2025 generally reflect (x) an increased emphasis on including independent power producers and key talent competitors in the Compensation Peer Group, (y) a reduced emphasis on including master limited partnerships, Canadian companies, midstream companies and pipeline companies in the Compensation Peer Group, and (z) an openness to include residential solar companies in the Compensation Peer Group. As a result, the Compensation Committee, with support from Pay Governance, determined that the Compensation Peer Group for 2025 would be focused on four key industry groupings with overlapping organization characteristics and/or business models with the Company: (1) utilities with renewable energy generation assets, (2) renewable electricity, (3) midstream and gas utilities with distribution / transportation capabilities, and (4) energy storage industries. For these purposes, the Compensation Peer Group for 2025 is identified below:

  27. COMPENSATION PEER GROUP ANALYSIS

    | Company | Ticker | Company | Ticker | | Alliant Energy Corporation | NASDAQ: LNT | Northland Power Inc. | TSX: NPI | | Avista Corporation | NYSE: AVA | NorthWestern Energy Group, Inc. | NYSE: NWE | | Black Hills Corporation | NYSE: BKH | Ormat Technologies, Inc. | NYSE: ORA | | Boralex Inc. | OTCMKTS: BRLXF | Portland General Electric Company | NYSE: POR | | First Solar, Inc. | NASDAQ: FSLR | Sunrun Inc. | NASDAQ: RUN | | Hannon Armstrong Sustainable Infrastructure, L.P. | NYSE: HASI | TransAlta Corporation | NYSE: TAC | | Innergex Renewable Energy Inc.(1) | TSX: INE | | | | MGE Energy, Inc. | NASDAQ: MGEE | | | | New Fortress Energy Inc. | NASDAQ: NFE | | |

  28. COMPENSATION PEER GROUP ANALYSIS

    (1) Innergex Renewable Energy Inc. was acquired by La Caisse in July 2025 and was delisted, but was included by Pay Governance as part of its 2025 compensation benchmarking analysis, and for that reason, Innergex Renewable Energy Inc. is included in the Compensation Peer Group for 2025 but will not be part of the Compensation Peer Group for 2026 or going forward. For purposes of determining appropriate NEO compensation levels for 2025, the Compensation Committee reviewed NEO compensation from peers, where available and when appropriate (e.g., based on an NEO’s position and duties). To supplement this analysis, the Compensation Committee reviewed relevant third-party survey data and considered the recommendations of the CEO, on Other NEO and employee compensation matters not involving the CEO. The Compensation Committee may accept or adjust CEO recommendations at its discretion. The NEOs did not participate in Compensation Committee discussions regarding their own compensation.

  29. ELEMENTS OF COMPENSATION

    ELEMENTS OF COMPENSATION Our executive compensation program consists of fixed compensation (base salary), performance-based compensation (annual bonuses and PSUs) and time-based compensation (RSUs), noting that the only compensation directly provided by the Company to our NEOs consists of awards of PSUs and RSUs that are issued pursuant to our LTIP (noting that CWEN is responsible for reimbursing CEG for the cash compensation and employee benefit amounts provided by CEG to the Other NEOs). We generally use the median percentile of our Compensation Peer Group as a guidepost in establishing the targeted levels of compensation (cash and/or equity, as applicable) for our Other NEOs. We expect that, over time, the relevant components of the foregoing targeted compensation for our NEOs will continue to approximate the median of our Compensation Peer Group. Realized pay in a given year depends on the achievement of defined performance-based compensation metrics. While a portion of the above-described compensation is fixed, a significant percentage is at-risk and payable and/or realizable only if certain performance objectives are met.

  30. BASE SALARY

    BASE SALARY As noted above, the Company does not pay cash compensation to our CEO, who is an employee of CEG. Instead, our CEO’s base salary is paid solely by CEG in accordance with his employment agreement and such base salary is not subject to the Payroll Component. However, the Compensation Committee is permitted under the terms of our CEO’s employment agreement to make non-binding recommendations to the CEG compensation committee regarding any adjustments to Mr. Cornelius’ base salary, with the CEG compensation committee having final decisional authority with respect to such adjustments. With respect to our Other NEOs, their base salaries are also paid by CEG (i.e., as employees of CEG) and such base salary payments (or some portion thereof) potentially are reflected in the Payroll Component. Nonetheless, given that the services of the Other NEOs primarily relate to the Company, the Compensation Committee remains involved in base salary determinations for the Other NEOs. Base salary is a critical component that is used to compensate each of the Other NEOs for his or her level of experience, position, responsibilities and for the continued expectation of superior performance. Recommendations on increases to base salary take into account, among other factors, the applicable Other NEO’s individual performance, the general contributions of the Other NEO to overall corporate performance, the level of responsibility of such Other NEO with respect to his or her specific position, and the Other NEO’s current base salary level compared to the market median. Each of Ms. Rubenstein and Mr. Malcarney received a base salary increase in 2025 based on such executive’s performance and peer group benchmarking. The base salary for each of the NEOs for fiscal year 2025 as of December 31, 2025 is set forth below:

  31. ANNUAL INCENTIVE COMPENSATION

    ANNUAL INCENTIVE COMPENSATION

  32. Overview

    Overview As noted above, the Company does not pay cash compensation to our CEO, who is an employee of CEG. As a result, our CEO’s annual bonus compensation is paid solely by CEG (pursuant to CEG’s annual bonus program) in accordance with his employment agreement and such annual bonus is not subject to the Payroll Component. Pursuant to his employment agreement, our CEO is eligible to receive an annual incentive bonus at a target amount equal to 175% of his then-current base salary, with the actual annual bonus with respect to a fiscal year being based on the level of achievement of annual performance objectives established for such fiscal year with respect to CEG; provided that such actual annual bonus may not exceed 300% of the CEO’s base salary as in effect at the end of such fiscal year. However, during fiscal years in which Mr. Cornelius serves as our CEO, the performance objectives with respect to his annual bonus will be established, evaluated and approved (including for such purposes that relate to the extent to which such performance objectives are attained) by the Compensation Committee. The CEG compensation committee, in turn, is permitted to make non-binding recommendations to the Compensation Committee regarding the foregoing performance objective matters, and the Compensation Committee will have final decisional authority with respect to these matters. Our CEO’s performance objectives were primarily based on the 2025 AIP bonus performance criteria and weighting described below (noting that our CEO’s annual bonus benefit is provided pursuant to his employment agreement with CEG). With respect to our Other NEOs, our annual incentive compensation awards (AIP bonuses) are paid by the Company to the Other NEOs, and such AIP payments are potentially reflected in the Payroll Component. Nonetheless, given that the services of the Other NEOs primarily relate to the Company, the Compensation Committee remains involved in AIP bonus determinations for the Other NEOs. AIP bonuses are awarded to our Other NEOs under our annual incentive program or “AIP.” AIP bonuses represent short-term compensation designed to compensate our Other NEOs for meeting annual Company goals and for their individual performance over the course of the year. The Compensation Committee establishes these annual Company goals after reviewing the Company’s business strategy and other matters. As further discussed below, the annual goals for 2025 relate to (i) CAFD and (ii) key performance milestones. The overall bonus payouts are subject to (i) potential positive or negative adjustments of up to 20% depending on the NEO’s individual performance and (ii) a potential 5% across-the-board negative adjustments depending on our performance with respect to certain pre-established safety metrics, known as “DART” (days away from work, restricted duty and job transfer). This 5% reduction will apply in the event our relevant DART rates for construction exceed 0.35 and/or our relevant DART rates for operations exceed 0.45 for the year (“DART Overage”). DART rates are generally calculated via the following fraction: (x) the numerator being the number of DART-related incidents multiplied by the annual hours performed by the relevant personnel base for the year, and (y) the denominator being the total hours performed by such personnel base for the year. In addition, notwithstanding individual performance or the extent to which the Company goals are achieved, the Compensation Committee retains sole discretion under the AIP to reduce the amount of or eliminate any AIP bonuses that are otherwise payable under the AIP. AIP bonus opportunities are expressed in terms of threshold, target and maximum bonus opportunities. Different percentages of each NEO’s annual base salary relate to these threshold, target and maximum AIP bonus opportunities. In the event threshold performance for 2025 is not achieved with respect to one of the AIP performance metrics, no AIP bonus amounts will be payable with respect to that component for 2025. For 2025, the threshold AIP bonus payout was increased from 50% to 75% of the target amount, and the maximum AIP bonus payout was reduced from 200% to 150% of the target amount. The AIP provides our Other NEOs eligibility for a pro-rated target bonus payment for the year of a qualifying severance termination, based on the portion of the performance period that the NEO was employed. As further discussed below, our CEO’s employment agreement governs his severance entitlements in connection with his annual bonus compensation. For a more detailed discussion, including the quantification of potential payments, please see the section entitled “Severance and Change-in-Control” following the executive compensation tables below.

  33. 2025 AIP Bonus Performance Criteria

    2025 AIP Bonus Performance Criteria The 2025 AIP bonus performance criteria applicable to our NEOs are based upon the Company’s CAFD performance and the attainment of the key performance milestones, and bonus payouts are subject to adjustment based on individual performance and, if applicable, due to DART Overage, as discussed above. The table below sets forth the 2025 AIP performance criteria and weightings applicable to our NEOs, assuming the achievement of each goal at target.

  34. 2025 AIP Bonus Performance Criteria

    | Goal | Weight | | CAFD(1) | 40% | | Key Performance Milestones | 60% | | Overall Funding | 100% | | Safety Adjustment (DART Overage) | -5% | | Individual Performance Adjustment | +/-20% |

  35. 2025 AIP Bonus Performance Criteria

    (1) A non-GAAP measure, CAFD is defined as adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) plus cash distributions/return of investment from unconsolidated affiliates, and subsequent release post-bankruptcy, cash receipts from notes receivable, cash distributions from noncontrolling interests, adjustments to reflect sales-type lease cash payments, less cash distributions to noncontrolling interests, maintenance capital expenditures, pro-rata Adjusted EBITDA from unconsolidated affiliates, cash interest paid, income taxes paid, principal amortization of indebtedness, changes in prepaid and accrued capacity payments, and adjusted for development expenses. • CAFD. The Compensation Committee set the 2025 threshold, target and maximum CAFD performance metric at $370 million, $420 million and $470 million, respectively. For 2025, the CAFD goals and the achieved level are set forth in the chart below.

  36. 2025 AIP Bonus Performance Criteria

    | CAFD Threshold | CAFD Target | CAFD Maximum | CAFD Actual | | $370 million | $420 million | $470 million | $430.2 million |

  37. 2025 AIP Bonus Performance Criteria

    • Key Performance Milestones. “Key performance milestone” performance metrics are established as a defined annual incentive category. The Compensation Committee establishes threshold, target and maximum levels of performance for this category based on the number of milestones achieved. For 2025, a total of eight milestones were established relating to: wind fleet plant availability (based on the percentage of time our wind facilities are capable of generating electricity at their rated capacity(ies), solar fleet plant availability (based on the percentage of time our solar facilities are capable of generating electricity at their rated capacity(ies)), fleet capacity in service (based on the aggregate gigawatt level of total available fleet units that are operational and deployed), late-stage pipeline developments (based on projects that are advancing toward completion or commercial operation), implementation of cost efficiency and savings program, implementation of energy resource planning project, implementation and readiness of Enterprise Resource Planning (ERP), employee engagement survey participation levels (relating to levels of engagement in annual employee engagement survey), and adherence to budget. For 2025, threshold performance required the achievement of three out of the eight milestones, target performance required the achievement of five out of the eight milestones, and maximum performance required the achievement of all eight milestones. Ultimately, performance between target and maximum was attained with the achievement of seven milestones in 2025. Individual Performance. As indicated above, each NEO’s individual performance may (negatively or positively) affect his or her AIP bonus by up to 20% of his or her target award, although no AIP bonus payments can exceed 150% of the target award. Such individual performance is determined on a subjective basis based on the Compensation Committee’s assessment of the Other NEO’s contributions in supporting adherence to budget, support towards the achievement of key performance milestones, and other contributions towards the successful execution of the Company’s business strategy.

  38. 2025 AIP Bonus Opportunity

    2025 AIP Bonus Opportunity The threshold, target and maximum AIP bonus opportunities for each NEO for 2025, expressed as a percentage of base salary, were:

  39. 2025 AIP Bonus Opportunity

    | Named Executive Officer | Threshold (%)(1) | Target (%)(1) | Maximum (%)(1) | Target Amount ($) | | Craig Cornelius(2) | 131.25 | 175 | 262.50 | 1,312,500 | | Sarah Rubenstein | 32.50 | 65 | 130 | 283,156 | | Kevin P. Malcarney | 32.50 | 65 | 130 | 282,690 |

  40. 2025 AIP Bonus Opportunity

    (1) This assumes that the CAFD performance metric and all other quantitative and qualitative goals, including the key performance milestones, are achieved at threshold, target and maximum levels, as applicable. (2) Mr. Cornelius’ AIP bonus is payable solely by CEG in accordance with his employment agreement and such bonus is not subject to the Payroll Component. The above-described “Threshold” and “Maximum” figures for Mr. Cornelius represent amounts that are equal to 75% and 150%, respectively, of the above-described “Target” figure. As a result, Mr. Cornelius’ annual bonus is included in the above table for the sake of completeness, but is not included in the Summary Compensation Table.

  41. 2025 Annual AIP Bonuses

    2025 Annual AIP Bonuses As noted above, with respect to AIP bonuses for 2025, the CAFD target was $420 million and the key performance milestone target was achievement of seven out of eight key performance milestones. For 2025, CAFD achievement was above target and below maximum at approximately $430.2 million, seven out of eight key performance milestones were achieved, and no adjustments were made or required with respect to DART Overages. Due to the achievement specified above, 2025 AIP bonuses were paid, and at levels between target and maximum for each of Ms. Rubenstein and Mr. Malcarney. The Compensation Committee elected to not apply an individual performance modifier with respect to any of our NEOs’ 2025 annual bonuses. If performance falls between threshold and target or target and maximum, the bonus opportunity will be determined on an interpolated basis. The annual incentive bonuses paid to the NEOs for 2025 were:

  42. 2025 Annual AIP Bonuses

    | Named Executive Officer | Percentage of Annual Base Salary Achieved (%) | Individual Performance Modifier (+/-20%) | Percentage of Target Achieved (%) | Annual Incentive Payment ($) | | Craig Cornelius(1) | 215 | — | 123 | 1,614,375(2) | | Sarah Rubenstein | 80 | — | 123 | 348,281 | | Kevin P. Malcarney | 80 | — | 123 | 347,708 |

  43. 2025 Annual AIP Bonuses

    (1) Mr. Cornelius’ annual bonus is payable solely by CEG in accordance with his employment agreement and is included in the above table for the sake of completeness, but is not included in the Summary Compensation Table. (2) Mr. Cornelius may elect to receive a portion of his annual bonus in shares of Company stock granted pursuant to CEG’s equity compensation program that would vest 100% immediately upon their grant.

  44. LONG-TERM INCENTIVE COMPENSATION

    LONG-TERM INCENTIVE COMPENSATION We believe that equity awards directly align our NEOs’ interests with those of our stockholders. In 2025, the Compensation Committee granted our NEOs a combination of (i) performance-based equity awards that are intended to be linked to long-term stockholder value creation, and (ii) time-based equity awards that represent a critical component of our long-term incentive compensation due to the retention aspects of the awards. To enhance our compensation program’s focus on Company performance, the majority of these long-term incentive awards (approximately 67%) were performance-based (i.e., granted as PSUs). The remainder of our long-term incentive awards (approximately 33%) were time-based (i.e., granted as RSUs which vest over three years). We believe that our AIP appropriately focuses our NEOs on shorter-term (one-year) financial metrics, while our LTIP emphasizes to our NEOs the importance of long-term stockholder value creation (i.e., three-year average per share CAFD performance (“Average CAFD Per Share”) with respect to PSUs granted in 2025 (“CPSUs”) and three-year relative TSR outperformance (“TPSUs”)). The Compensation Committee and senior management monitor the Company’s equity grant practices to evaluate whether such policies comply with governing regulations and are consistent with good corporate practices. Such grants are typically made in mid-April each year. In addition, the Compensation Committee may make grants at any time during the year it deems appropriate, including with respect to new hires or transitions. Therefore, the proximity of any awards to other significant corporate events is coincidental. We do not grant, and in 2025 did not grant, stock options in anticipation of the release of material non-public information (“MNPI”). We attempt to make equity awards during periods when we do not have MNPI that could impact our stock price and we do not time, and in 2025 did not time, the release of MNPI based on equity grant dates or for the purpose of affecting the value of executive compensation. For 2025, Mr. Cornelius target LTIP awards were equal to 367% of his base salary and Ms. Rubenstein’s and Mr. Malcarney’s target LTIP awards were equal to 125% of their respective base salaries. Mr. Cornelius’ target LTIP award in 2025 increased from the 350% level specified in his employment agreement to 367% to recognize his performance. Our target LTIP awards for the Other NEOs remained unchanged from 2024 (i.e., as a percentage of their respective base salaries). In addition, Ms. Rubenstein received an additional one-time grant of 6,244 RSUs in recognition of achieving several key company initiatives. As noted above, in 2024, Mr. Cornelius received a one-time award of 375,000 restricted shares of Class C common stock of the Company under CEG’s equity compensation program (i.e., outside of our LTIP) which vests in three equal installments, with one-third having vested on October 1, 2024 and one-third having vested on October 1, 2025 and the remaining one-third vesting on October 1, 2026.

  45. Performance Stock Units

    Performance Stock Units CPSU Awards. Each CPSU represents the potential to receive one share of Class C common stock, as adjusted, based on the Company’s Average CAFD Per Share. Average CAFD Per Share is calculated by dividing (i) the sum of our per share CAFD for each fiscal year during the relevant three-year performance period that applies to the underlying CPSU award by (ii) three. Per share CAFD is measured for each fiscal year by dividing (x) the “cash available for distribution” within the meaning of, and as reported in, the current report on Form 8-K filed by the Company that reports the Company’s fourth quarter and year-to-date financial results for the quarter and fiscal year ended December 31 of the relevant fiscal year, by (y) the weighted average number of common shares of the Company that are outstanding as of the last day of such fiscal year. In the event Average CAFD Per Share is (i) below 2.18, or “Below Threshold” performance, the award is forfeited, (ii) equal to 2.18, or “Threshold” performance, 50% of the award will be paid, (iii) equal to 2.33, or “Target” performance, 100% of the award will be paid, or (iv) at or above 2.46, or “Maximum” performance, a maximum payout of 200% of the award will be paid. In the event Average CAFD Per Share is between 2.18 and 2.33, or between 2.33 and 2.46, payouts will be based on an interpolated calculation. The table below illustrates the design of our CPSUs in 2025.

  46. Performance Stock Units

    | Performance Targets | Average CAFD Per Share Performance Requirement | Payout Opportunity | | Maximum | Greater than or equal to 2.46 | 200% | | Target | Equal to 2.33 | 100% | | Threshold | Equal to 2.18 | 50% | | Below Threshold | Less than 2.18 | 0% |

  47. Performance Stock Units

    TPSU Awards. Each TPSU represents the potential to receive one share of Class C common stock, as adjusted, based on the Company’s TSR performance ranked against the TSR performance of a comparator group of similar companies (the “Performance Peer Group”) after the completion of a specified performance period. The performance period for such TPSUs generally is three years, but in the case of the initial PSU award granted to our Current CEO pursuant to his employment agreement, such PSU award covers the period from April 30, 2024 through December 31, 2026. Relative measures are designed to normalize for externalities, ensuring the program appropriately reflects management’s impact on the Company’s TSR by including peer companies that the Compensation Committee believes are similarly impacted by market conditions. The payout of shares of Class C common stock at the end of the performance period with respect to such TPSUs is based on the Company’s TSR performance percentile rank compared with the TSR performance of the Performance Peer Group. To ensure a rigorous program design, the target level payout (100% of shares granted) generally requires the Company to perform at the 50th percentile. However, to induce management to achieve greater than target level (i.e., 50th percentile) performance in a down market, in the event that the Company’s TSR performance declines by more than 20% over the performance period, the target level payout (100% of shares granted) will require achievement of 60th percentile performance. The Compensation Committee believes that this increased performance requirement addresses the concern that a disproportionate award may be paid in the event that our relative performance is high, but absolute performance is low. In the event relative performance is (i) below the 25th percentile, or “Below Threshold” performance, the award will be forfeited, (ii) equal to the 25th percentile, or “Threshold” performance, 50% of the award will be paid (iii) equal to the 50th percentile, or “Standard Target” performance (or the 60th percentile if our absolute TSR performance is negative over the performance period, or “Modified Target” performance), 100% of the award will be paid, or (iv) at or above the 75th percentile, or “Maximum” performance, a maximum payout of 150% of the target (or 100% of the target if our absolute TSR performance is negative over the performance period) will be paid. If relative performance is between (x) the 25th percentile and the 50th percentile (or the 60th percentile as described above), or (y) the 50th percentile and the 75th percentile (in the event our absolute TSR is greater than or equal to zero over the performance period), then payouts will be based on an interpolated calculation. Based on the Company’s TSR performance ranked against the TSR performance of the Performance Peer Group over the three-year performance period ending on December 31, 2025, the TPSUs granted in 2023 will vest on April 15, 2026 at 107% of target. The table below illustrates the design of our outstanding TPSUs in 2025.

  48. Performance Stock Units

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

  49. Restricted Stock Units

    Restricted Stock Units Each RSU represents the right to receive one share of our Class C common stock after the completion of the vesting period. The RSUs granted to the NEOs in 2025 vest ratably, meaning that one-third of the award vests each year on the anniversary of the grant date, over a three-year period.

  50. Dividend Equivalent Rights (DERs)

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

  51. POTENTIAL SEVERANCE AND CHANGE-IN-CONTROL BENEFITS

    POTENTIAL SEVERANCE AND CHANGE-IN-CONTROL BENEFITS Each NEO’s PSU and RSU award agreements under the LTIP provide for certain treatment in the event of such NEO’s termination of employment under certain circumstances, including in connection with a change-in-control. Additionally, Mr. Cornelius, pursuant to his employment agreement (as described below), and the remaining Other NEOs, pursuant to the Company’s Executive Change-in-Control and General Severance Plan (the “CIC Plan”), as well as pursuant to the Compensation Committee’s discretion under the AIP, are entitled to additional severance payments and benefits in the event of termination of employment under certain circumstances, including following a change-in-control. The CIC Plan remains in effect for the Other NEOs, notwithstanding the transfer of their employment to CEG in 2025. We believe change-in-control arrangements are considered a market practice among many publicly held companies. Most often, these arrangements are utilized to encourage executives to remain in the service of the relevant company during periods of extreme job uncertainty and to ensure that any potential transaction is thoroughly and objectively evaluated. In order to enable a smooth transition during an interim period, change-in-control arrangements provide a defined level of security for the executive and the company, enabling a more seamless implementation of a particular merger, acquisition or asset sale or purchase, and subsequent integration. In addition, such agreements often include restrictive covenants, such as non-compete, non-solicitation and confidentiality provisions that further protect the interests of the company. For a more detailed discussion, including the quantification of potential payments, please see the section entitled “Severance and Change-in-Control” following the executive compensation tables below.

  52. Summary Compensation Table Fiscal Year Ended December 31, 2025

    Summary Compensation Table Fiscal Year Ended December 31, 2025

  53. Summary Compensation Table Fiscal Year Ended December 31, 2025

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(4) | Total ($) | | Craig Cornelius(5) President and Chief Executive Officer | 2025 | — | — | 2,899,181 | — | — | — | — | 2,899,181 | | | 2024 | — | — | 2,851,921 | — | — | — | — | 2,851,921 | | Sarah Rubenstein Executive Vice President and Chief Financial Officer | 2025 | 433,990 | — | 773,485 | — | 348,281 | — | 22,043 | 1,577,799 | | | 2024 | 418,846 | — | 470,513 | — | 508,300 | — | 13,800 | 1,411,459 | | | 2023 | 369,365 | — | 464,062 | — | 200,200 | — | 13,200 | 1,046,827 | | Kevin P. Malcarney Executive Vice President, General Counsel and Corporate Secretary | 2025 | 430,573 | — | 572,542 | — | 347,708 | — | 25,698 | 1,376,522 | | | 2024 | 425,945 | — | 474,339 | — | 512,462 | — | 16,800 | 1,429,546 | | | 2023 | 410,154 | — | 496,605 | — | 214,240 | — | 16,200 | 1,137,199 |

  54. Summary Compensation Table Fiscal Year Ended December 31, 2025

    (1) Reflects base salary earnings. (2) Reflects the grant date fair value determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Comparison — Stock Compensation. The Company uses the price of its Class C common stock on the date of grant as the fair value of the Company’s RSUs and CPSUs (and in the case of the CPSUs, based on the probable outcome at the date of grant, which was assumed to be target). The fair value of the TPSUs, estimated on the date of grant using a Monte Carlo simulation model, has been revised from the amount reported in the preliminary proxy statement filed by the Company on March 9, 2026 to reflect the use of this model. The number of PSUs granted is based on the 10-day average closing price of the Company’s Class C common stock ending on the date of grant, which is intended to more closely reflect the compensation practices of the Compensation Peer Group companies. For PSUs granted in 2025, if the maximum level of performance is achieved, the fair value will be approximately $3,441,265 for Mr. Cornelius, $678,712 for Ms. Rubenstein and $677,635 for Mr. Malcarney. (3) The amounts shown in this column represent the annual incentive bonuses paid to the NEOs. Further information regarding the annual incentive bonuses is included in the “2025 Annual Incentive Bonuses” section of this CD&A. The amounts provided in the All Other Compensation column represent the additional benefits payable to the Other NEOs and include financial advisor fees and the employer match under the 401(k) plan. The following table identifies the additional compensation for each NEO:

  55. Summary Compensation Table Fiscal Year Ended December 31, 2025

    | Name and Principal Position | Year | Financial Advisor Fees ($) | 401(k) Employer Matching Contribution ($) | Total ($) | | Craig Cornelius(5) President and Chief Executive Officer | 2025 | — | — | — | | | 2024 | — | — | — | | | 2023 | — | — | — | | Sarah Rubenstein Executive Vice President and Chief Financial Officer | 2025 | — | 22,043 | 22,043 | | | 2024 | — | 13,800 | 13,800 | | | 2023 | — | 13,200 | 13,200 | | Kevin P. Malcarney Executive Vice President, General Counsel and Corporate Secretary | 2025 | 3,000 | 22,698 | 25,698 | | | 2024 | 3,000 | 13,800 | 16,800 | | | 2023 | 3,000 | 13,200 | 16,200 |

  56. Summary Compensation Table Fiscal Year Ended December 31, 2025

    Disclosure with respect to Mr. Cornelius is limited to compensatory amounts that are payable by the Company, which are limited to his RSU and PSU grants under the LTIP. For a more detailed discussion of the compensatory amounts provided to Mr. Cornelius by CEG, please see the sections entitled “Base Salary,” Annual Incentive Compensation,” “Long-Term Incentive Compensation,” “Benefits,” and “Potential Severance and Change-In-Control Benefits” in the “Elements of Compensation” section above.

  57. Grants of Plan-Based Awards Fiscal Year Ended December 31, 2025

    Grants of Plan-Based Awards Fiscal Year Ended December 31, 2025

  58. Grants of Plan-Based Awards Fiscal Year Ended December 31, 2025

    | Name | Award Type | Grant Date | Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All other stock awards: Number of shares of stock or units(3) (#) | Grant date fair value of stock awards(4) ($) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Craig Cornelius(6) | TPSU | 4/15/2025 | 2/15/2025 | — | — | — | 16,392 | 32,784 | 49,176 | — | 1,084,167 | | | CPSU | 4/15/2025 | 2/15/2025 | — | — | — | 15,609 | 31,218 | 62,436 | | 907,507 | | | RSU | 4/15/2025 | 2/15/2025 | — | — | — | — | — | — | 31,218 | 907,507 | | Sarah Rubenstein | AIP | | | 141,578 | 283,156 | 566,313 | — | — | — | — | — | | | TPSU | 4/15/2025 | 2/15/2025 | | | | 3,182 | 6,364 | 9,546 | | 210,457 | | | CPSU | 4/15/2025 | 2/15/2025 | | | | 3,122 | 6,244 | 12,488 | | 181,513 | | | RSU(5) | 4/15/2025 | 2/15/2025 | | | | | | | 6,244 | 181,513 | | | RSU | 4/15/2025 | 2/15/2025 | | | | | | | 6,880 | 200,002 | | Kevin P. Malcarney | AIP | — | — | 141,345 | 282,690 | 565,379 | — | — | — | — | — | | | TPSU | 4/15/2025 | 2/15/2025 | — | — | — | 3,177 | 6,354 | 9,531 | — | 210,127 | | | CPSU | 4/15/2025 | 2/15/2025 | — | — | — | 3,117 | 6,234 | 12,468 | — | 181,222 | | | RSU | 4/15/2025 | 2/15/2025 | — | — | — | — | — | — | 6,233 | 181,193 |

  59. Grants of Plan-Based Awards Fiscal Year Ended December 31, 2025

    (1) Threshold non-equity incentive plan awards include annual incentive plan threshold payments, as presented in the CD&A. (2) Target non-equity incentive plan awards include annual incentive plan target payments, as presented in the CD&A. Maximum non-equity incentive plan awards include annual incentive plan maximum payments, as presented in the CD&A. Reflects the grant date fair value determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Comparison — Stock Compensation. The Company uses the price of its Class C common stock on the date of grant as the fair value of the Company’s RSUs and CPSUs (and in the case of the CPSUs, based on the probable outcome at the date of grant, which was assumed to be target). The fair value of the TPSUs, estimated on the date of grant using a Monte Carlo simulation model, has been revised from the amount reported in the preliminary proxy statement filed by the Company on March 9, 2026 to reflect the use of this model. The number of PSUs granted is based on the 10-day average closing price of the Company’s Class C common stock ending on the date of grant. (5) Reflects a one-time grant of an additional RSU award (i.e., in addition to the annual RSU award traditionally issued pursuant to our long-term equity compensation program) to Ms. Rubenstein in recognition of achieving several key company initiatives. (6) Disclosure with respect to Mr. Cornelius is limited to compensatory amounts that are payable by the Company, which are limited to his RSU and PSU grants under the LTIP. For a more detailed discussion of the compensatory amounts provided to Mr. Cornelius by CEG, please see the sections entitled “Base Salary,” Annual Incentive Compensation,” “Long-Term Incentive Compensation,” “Benefits,” and “Potential Severance and Change-In-Control Benefits” in the “Elements of Compensation” section above.

  60. Outstanding Equity Awards at Fiscal Year End Fiscal Year Ended December 31, 2025

    Outstanding Equity Awards at Fiscal Year End Fiscal Year Ended December 31, 2025

  61. Outstanding Equity Awards at Fiscal Year End Fiscal Year Ended December 31, 2025

    | | Option Awards | | | | Stock Awards | | | | | Name | | | | | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | | Number of Unearned Shares that Have Not Vested (#) | Market Value of Unearned Shares that Have Not Vested ($)(1) | | Craig Cornelius | — | — | — | — | 62,513(2)(3) | 2,079,182 | 239,895(4) | 7,978,907 | | Sarah Rubenstein | — | — | — | — | 21,439(5) | 713,050 | 66,364(6) | 2,207,266 | | Kevin P. Malcarney | — | — | — | — | 14,437(7) | 480,187 | 67,801(8) | 2,255,061 |

  62. Outstanding Equity Awards at Fiscal Year End Fiscal Year Ended December 31, 2025

    (1) Assumes achievement at (i) maximum award level for 2023 TPSU awards, (ii) maximum award level TPSU 2024 awards, (iii) maximum award level for 2025 TPSU awards and (iv) maximum award level for 2025 CPSU awards, as discussed in the CD&A. (2) This amount represents 10,406 RSUs and 452 DERs that will vest on April 15, 2026, 10,406 RSUs and 452 DERs that will vest on April 15, 2027, and 10,406 RSUs and 453 DERs that will vest on April 15, 2028. (3) This amount represents 12,636 RSUs and 1,155 DERs that will vest on July 1, 2026 and 12,674 RSUs and 1,159 DERs that will vest on July 1, 2027. (4) This amount represents 113,834 PSUs and 9,597 DERs that will vest on April 15, 2027, and 111,612 PSUs and 4,852 DERs that will vest on April 15, 2028. (5) This amount represents 8,649 RSUs and 771 DERs that will vest on April 15, 2026, 6,974 RSUs and 470 DERs that will vest on April 15, 2027, and 4,384 RSUs and 191 DERs that will vest on April 15, 2028. (6) This amount represents 15,375 PSUs and 2,754 DERs that will vest on April 15, 2026, 22,788 PSUs and 2,453 DERs that will vest on April 15, 2027, and 22,034 PSUs and 960 DERs that will vest on April 15, 2028. This amount represents 6,493 RSUs and 698 DERs that will vest on April 15, 2026, 4,701 RSUs and 373 DERs that will vest on April 15, 2027, and 2,082 RSUs and 90 DERs that will vest on April 15, 2028. Amounts do not include shares withheld for payment of taxes due to retirement eligibility. This amount represents 16,452 PSUs and 2,946 DERs that will vest on April 15, 2026, 22,974 PSUs and 2,474 DERs that will vest on April 15, 2027, and 21,999 PSUs and 956 DERs that will vest on April 15, 2028.

  63. Option Exercises and Stock Vested Fiscal Year Ended December 31, 2025

    Option Exercises and Stock Vested Fiscal Year Ended December 31, 2025

  64. Option Exercises and Stock Vested Fiscal Year Ended December 31, 2025

    | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | Craig Cornelius(2) | — | — | 13,406(3) | 423,108(4) | | Sarah Rubenstein | — | — | 9,019(5) | 262,230(6) | | Kevin P. Malcarney | — | — | 10,246(7) | 297,958(8) |

  65. Option Exercises and Stock Vested Fiscal Year Ended December 31, 2025

    (1) Includes shares and DERs that vested pursuant to underlying awards and converted to Class C common stock in 2025. (2) Disclosure with respect to Mr. Cornelius is limited to compensatory amounts that are payable by the Company, which are limited to his RSU and PSU grants under the LTIP. For a more detailed discussion of the equity-based compensation provided to Mr. Cornelius by CEG, please see the section entitled “Long-Term Incentive Compensation” in the “Elements of Compensation” section above. (3) Represents 12,635 RSUs and 771 DERs that vested on July 1, 2025 pursuant to the stock compensation awards granted on July 1, 2024. (4) The values are based on the July 1, 2025 Class C common stock closing share price of $34.56 for awards and DERs that vested on July 1, 2025. The values for retirement eligible NEOs are based on the Class C common stock closing share price on the dates the awards became eligible for continued vesting and shares and DERs were withheld to cover certain tax withholding obligations. (5) Represents 1,308 RSUs, 2,399 PSUs and 662 DERs that vested on April 15, 2025 pursuant to the respective stock compensation awards granted on April 15, 2022. Represents 1,677 RSUs and 218 DERs that vested on April 15, 2025 pursuant to the stock compensation award granted on April 15, 2023. Represents 2,596 RSUs and 159 DERs that vested on April 15, 2025 pursuant to the stock compensation award granted on April 15, 2024. (6) The values are based on the April 15, 2025 Class C common stock closing share price of $29.07 for awards and DERs that vested on April 15, 2025. (7) Represents 2,617 RSUs, 2,952 PSUs and 687 DERs that vested on April 15, 2025 pursuant to the respective stock compensation awards granted on April 15, 2022. Represents 1,635 RSUs and 212 DERs that vested on April 15, 2025 pursuant to the stock compensation award granted on April 15, 2023. Represents 1,610 RSUs and 287 DERs that vested on April 15, 2025 pursuant to the stock compensation award granted on April 15, 2024. Represents 232 shares and 14 DERs that were withheld to cover certain tax obligations in 2025 due to awards becoming eligible for continued vesting in the event of the NEO’s retirement. The values are based on the April 15, 2025 Class C common stock closing share price of $29.07 for awards and DERs that vested on April 15, 2025. The values for retirement eligible NEOs are based on the Class C common stock closing share price on the dates the awards became eligible for continued vesting and shares and DERs were withheld to cover certain tax withholding obligations.

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

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL The amount of compensation payable by the Company to each NEO in each circumstance is shown in the table below, assuming that termination of employment occurred as of December 31, 2025, and including payments by the Company that would have been earned as of such date. The amounts shown below do not include benefits payable under the Company’s 401(k) plan.

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

    | Named Executive Officer | Involuntary Termination Not for Cause ($) | Voluntary Termination for Good Reason ($) | Involuntary Not for Cause or Voluntary for Good Reason Following a Change in Control ($)(1) | Death or Disability ($) | Qualified Retirement | | Craig Cornelius(2) | — | — | 6,827,629 | 6,827,629 | — | | Sarah Rubenstein | 971,759 | — | 4,579,749 | 2,395,431 | — | | Kevin P. Malcarney(3) | 970,507 | — | 3,971,933 | 2,193,184 | 1,539,990 |

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

    (1) The figure for Mr. Malcarney represents the best-net after-tax scenario if this results in him being in a better net after-tax position. (2) Disclosure with respect to Mr. Cornelius is limited to separation benefits that are payable by the Company, which are limited to his RSU and PSU grants under the LTIP. Mr. Malcarney met the definition of Qualified Retirement in 2022 and is therefore entitled to certain payments and vesting of awards in the event he retires before they vest.

  69. CEO PAY RATIO

    CEO PAY RATIO As a result of the rules under the Dodd-Frank Act, the SEC requires disclosure of the CEO to median employee pay ratio. The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO, Mr. Cornelius, to the annual total compensation of our median employee. The annual total compensation of Mr. Cornelius listed below equals his total compensation as reported in the Summary Compensation Table. As discussed further in the CD&A, this amount with respect to Mr. Cornelius reflects only those amounts that are payable to him by the Company, which are limited to Mr. Cornelius’ annual RSU and PSU grants under the LTIP for 2025. For purposes of our 2025 CEO pay ratio analysis, in light of the Company’s transition to being externally managed by CEG, effective for all periods in fiscal year 2025, a new median employee was identified in 2025. The identification of this median employee was based on the evaluation of the Company’s remaining employee base whose employment did not transfer to CEG on or before the beginning of 2025. Our median employee’s annual total compensation for 2025 was determined using the same rules that apply to reporting the compensation for our NEOs (including our CEO) in the “Total” column of the “Summary Compensation Table — 2023 – 2025” above. The following total compensation amounts were determined based on that methodology: • The annual total compensation of the median employee for 2025 was $750,797. • The annual total compensation of Mr. Cornelius for 2025 was $2,750,014. • As a result, we estimate that Mr. Cornelius’ 2025 annual total compensation was approximately 4 times that of our median employee. Given the different methodologies, exemptions, estimates and assumptions that various public companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be solely used as a basis for comparison between companies.

  70. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officers (“PEOs”) and Non-PEO NEOs and Company performance for the fiscal years listed below.

  71. PAY VERSUS PERFORMANCE DISCLOSURE

    | | Summary Compensation Table Total for First PEO(2) ($) | Summary Compensation Table Total for Current PEO(2) ($) | Compensation Actually Paid to First PEO(3) ($) | Compensation Actually Paid to Current PEO(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(3) ($) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income ($ Millions) | CAFD ($ Millions)(5) | | Year(1) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2025 | — | 2,899,181 | — | 5,682,218 | 1,477,161 | 2,339,829 | 135.07 | 153.04 | (239) | 427 | | 2024 | 3,196,766 | 2,851,921 | (2,118,247) | 3,136,532 | 1,420,503 | 1,301,872 | 99.70 | 130.68 | (63) | 425 | | 2023 | 3,458,999 | — | 2,399,165 | — | 1,092,013 | 914,431 | 98.85 | 108.10 | (14) | 342 | | 2022 | 3,348,224 | — | 2,612,184 | — | 1,016,878 | 187,491 | 108.54 | 119.01 | 1,060 | 326 | | 2021 | 3,092,509 | — | 5,238,269 | — | 1,066,691 | 1,603,696 | 117.83 | 118.24 | (75) | 336 |

  72. PAY VERSUS PERFORMANCE DISCLOSURE

    (1) Christopher S. Sotos served as PEO from 2021 to June 2024 (“First PEO”). Craig R. Cornelius served as PEO since July 2024 (“Current PEO”). The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  73. PAY VERSUS PERFORMANCE DISCLOSURE

    | 2021 | 2022 | 2023 – 2025 | | Kevin P. Malcarney | Kevin P. Malcarney | Kevin P. Malcarney | | Chad Plotkin | Sarah Rubenstein | Sarah Rubenstein | | | Chad Plotkin | |

  74. PAY VERSUS PERFORMANCE DISCLOSURE

    (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table in the case of (i) Mr. Sotos, (ii) Mr. Cornelius and (iii) the average of the total compensation reported in the Summary Compensation Table for the Company’s Non-PEO NEOs for the applicable year. (3) The amounts shown for “Compensation Actually Paid” have been calculated in accordance with Item 402(v) of Regulation S-K for the applicable year and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments made as described under the “Reconciliation of CAP Adjustments” section below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.

  75. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for Current PEO ($) | Exclusion of Stock Awards for Current PEO ($) | Inclusion of Equity Values for Current PEO ($) | Compensation Actually Paid to Current PEO ($) | | 2025 | 2,899,181 | (2,899,181) | 5,682,218 | 5,682,218 |

  76. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 1,477,161 | (673,014) | 1,535,682 | 2,339,829 |

  77. PAY VERSUS PERFORMANCE DISCLOSURE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  78. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Current PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Current PEO ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Current PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Current PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Current PEO ($) | Total - Inclusion of Equity Values for Current PEO ($) | | 2025 | 3,927,291 | 1,670,069 | — | 84,858 | — | 5,682,218 |

  79. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 933,393 | 568,999 | — | 33,290 | — | 1,535,682 |

  80. PAY VERSUS PERFORMANCE DISCLOSURE

    (4) The Peer Group TSR set forth in this table utilizes the Philadelphia Utility Sector Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the Philadelphia Utility Sector Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. As noted in the CD&A, the Compensation Committee selected CAFD as one of the key metrics for evaluating and rewarding management’s performance in the 2025 annual incentive compensation program. CAFD is a non-GAAP measure that is defined in the CD&A under the heading “2025 AIP Bonus Performance Criteria.” Given the importance of CAFD, as discussed further above (i.e., CAFD has a 40% weighting in the AIP scorecard), the Company has determined, in the Company’s assessment, that CAFD represents the most important financial performance measure (that is not otherwise required to be disclosed in the above table) used by the Company to link Compensation Actually Paid to the NEOs for 2025.