Clearway Energy Inc

For the period ended Apr 25, 2024. Filed Mar 15, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 25, 2024 · Filed Mar 15, 2024

CWEN$34.10-0.5%Stored close · as of Nov 6, 2026

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Contents

PAY VERSUS PERFORMANCE

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

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

(1)

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

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

(2)

Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Mr. Sotos and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s Non-PEO NEOs for the applicable year.

(3)

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

(4)

The Peer Group TSR set forth in this table utilizes the Philadelphia Utility Sector Index (“UTY”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company’s Class C common stock and in the UTY, respectively. Historical stock performance is not necessarily indicative of future stock performance.

(5)

As noted in the CD&A, the Compensation Committee selected CAFD as one of the key metrics for evaluating and rewarding management’s performance in the 2023 annual incentive compensation program. CAFD is a non-GAAP measure that is defined in the CD&A under the heading “2023 AIP Bonus Performance Criteria.” Given the importance of CAFD, as discussed further above (i.e., CAFD has a 40% weighting in the AIP scorecard), the Company has determined, in the Company’s assessment, that CAFD represents the most important financial performance measure (that is not otherwise required to be disclosed in the above table) used by the Company to link Compensation Actually Paid to the NEOs for 2023. CAFD may not have been the most important financial performance measure for certain prior years, and the Compensation Committee may determine a different financial performance measure to be the most important financial performance measure in future years.

Reconciliation of CAP Adjustments

Year · · · Summary Compensation Table Total for PEO ($) · · · Exclusion of Stock Awards for PEO ($) · · · Inclusion of Equity Values for PEO ($) · · · Compensation Actually Paid to PEO ($) ·
2023	3,458,999	(2,244,752)	1,184,918	2,399,165
2022	3,348,224	(1,951,273)	1,215,233	2,612,184
2021	3,092,509	(1,535,147)	3,680,907	5,238,269
2020	3,248,568	(1,900,423)	6,662,276	8,010,421

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 ($) · · · Average Compensation Actually Paid to Non-PEO NEOs ($) ·
2023	1,092,013	(480,334)	302,751	914,431
2022	1,016,878	(495,604)	(333,784)	187,491
2021	1,066,691	(387,666)	924,671	1,603,696
2020	859,642	(383,279)	936,837	1,413,200

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

Year · · · Year-End Fair Value of Equity Awards Granted During Year that Remained Unvested as of Last Day of Year for PEO ($) · · · Change in Fair Value from Last Day of Prior Year to Last Day of Year of Equity Awards Granted During any Prior Year that Remained Unvested as of Last Day of Year for PEO ($) · · · Fair Value as of Vesting Date of Equity Awards Granted and Vested During Year for PEO ($) · · · Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted During any Prior Year that Vested During Year for PEO ($) · · · Fair Value at Last Day of Prior Year of Equity Awards Granted During any Prior Year that Forfeited During Year for PEO ($) · · · Total – Inclusion of Equity Values for PEO ($) ·
2023	2,008,647	(683,914)	(139,815)	1,184,918
2022	1,813,621	(573,611)	(24,417)	1,215,233
2021	2,315,802	1,392,774	(27,670)	3,680,907
2020	3,604,128	3,089,280	(31,132)	6,662,276

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 ($) · · · Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Equity Awards Granted During any Prior Year that Remain Unvested as of Last Day of Year for Non-PEO NEOs ($) · · · Average Fair Value as of Vesting Date of Equity Awards Granted and Vested During Year for Non-PEO NEOs ($) · · · Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted During any Prior Year that Vested During Year for Non-PEO NEOs ($) · · · Average Fair Value at Last Day of Prior Year of Equity Awards Granted During any Prior Year that Forfeited During Year for Non-PEO NEOs ($)(1) · · · Totals – Average Inclusion of Equity Values for Non-PEO NEOs ($) ·
2023	429,812	(104,706)	(22,355)	0	302,751
2022	261,472	(49,476)	(6,922)	(538,859)	(333,784)
2021	584,801	346,581	(6,711)	0	924,671
2020	582,811	436,026	(2,239)	(79,762)	936,837

(1)

These averages result from award forfeitures following Mr. Plotkin’s and Ms. Stillwell’s resignations in 2022 and 2020, respectively.

RELATIONSHIP BETWEEN PAY AND PERFORMANCE

We believe the Compensation Actually Paid in each of the years reported above and over the four-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for-performance” as the Compensation Actually Paid fluctuated year-over-year, primarily due to the result of our stock performance and our varying levels of achievement against pre-established performance goals under the LTIP. Given the leverage of our compensation program towards equity awards, the Compensation Actually Paid is most directly impacted by our stock price performance.

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

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s Class C common stock cumulative TSR over the four most recently completed fiscal years, and the Peer Group’s cumulative TSR over the same period.

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years.

Description of Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and CAFD

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our CAFD during the four most recently completed fiscal years.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.