Clearway Energy Inc

For the period ended Apr 22, 2025. Filed Mar 13, 2025.

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 22, 2025 · Filed Mar 13, 2025

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

See the whole filing, with its images and exhibits

Contents

PROXY STATEMENT HIGHLIGHTS

This summary highlights information contained elsewhere in this proxy statement (the “Proxy Statement”). This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement before voting. For information regarding Clearway Energy, Inc.’s 2024 performance, please review Clearway Energy, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”).

ROADMAP OF VOTING MATTERS

Stockholders are being asked to vote on the following matters at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”):

			Board Recommendation
Proposal 1. Election of Directors (page 16)
The Board of Directors (the “Board”) and the Corporate Governance, Conflicts and Nominating Committee believe that the eleven director nominees possess the necessary qualifications, attributes, skills and experience to provide advice and counsel to the Company’s management and effectively oversee the business and the long-term interests of our stockholders.			FOR each director nominee
Proposal 2. Approval, on a non-binding advisory basis, of Clearway Energy, Inc.’s executive compensation (the “Say on Pay Proposal”) (page 24)
The Company seeks a non-binding advisory vote to approve the compensation of its named executive officers (the “NEOs”) as described in the Compensation Discussion and Analysis (the “CD&A”) beginning on page 44 and the compensation tables and respective narrative discussion. The Board values stockholders’ opinions, and the Compensation Committee will take into account the outcome of the Say on Pay Proposal when considering future executive compensation decisions.			FOR
Proposal 3. Ratification of the appointment of PricewaterhouseCoopers LLP as Clearway Energy, Inc.’s independent registered public accounting firm for the 2025 fiscal year (the “Ratification of PricewaterhouseCoopers LLP’s Appointment Proposal”) (page 25)
The Audit Committee and the Board believe that the retention of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year is in the best interests of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP.			FOR

CORPORATE GOVERNANCE HIGHLIGHTS

We are committed to maintaining high standards of corporate governance, which promote the long-term interests of our stockholders, strengthen Board and management accountability and help build public trust in the Company. The “Governance of the Company” section beginning on page 5 describes our corporate governance framework, which includes the following highlights:

	• Separate Chairman and Chief Executive Officer			• Independent audit and governance committees
	• 11 director nominees			• Regular executive sessions of independent directors
	• 4 independent director nominees			• Anti-hedging and anti-pledging policies

	• Risk oversight by full Board and committees			• Director orientation and continuing education program
	• Annual self-evaluation of full Board and each committee			• Engagement on and oversight of environmental, social and governance (“ESG”) matters
	• Lead Independent Director			• Board Diversity Policy

DIRECTOR NOMINEES

Name, Primary Occupation · · · Age · · · Director Since · · · Independent · · · Other Public Company Boards · · · Committee Memberships(1) ·
· A · · · C · · · GCN · · · ERM ·
Jonathan Bram	59	2018	NO	0		✓
Chairman of the Board of the Company, Founding Partner at Global Infrastructure Partners
Nathaniel Anschuetz	37	2018	NO	0				✓
Partner at Global Infrastructure Partners
Emmanuel Barrois	42	2022	NO	0				✓
Head of Renewables Portfolio Management for TotalEnergies
Brian R. Ford(2)	76	2013	YES	1	★	✓	✓
Former Chief Executive Officer of Washington Philadelphia Partners, LP
Olivier Jouny	44	2024	NO	0
Senior Vice President for TotalEnergies Renewables
Jennifer Lowry	56	2022	YES	2	✓	✓	✓	★
Former Vice President of Risk, Treasury and Corporate Finance for McCormick & Company, Inc.
Bruce MacLennan	58	2018	NO	0
Partner at Global Infrastructure Partners
Daniel B. More	68	2019	YES	1	✓	✓	★
Senior Advisor at Guggenheim Securities
E. Stanley O’Neal	73	2018	YES	2	✓	★
Former Chairman of the Board and Chief Executive Officer of Merrill Lynch & Co.
Craig Cornelius	45	2024	NO	0
President and Chief Executive Officer of the Company
Marc-Antoine Pignon	40	2024	NO	0
Chief Executive Officer of TotalEnergies Renewables USA

(1)

★ Chair ✓ Member

A = Audit Committee; C = Compensation Committee; GCN = Corporate Governance, Conflicts and Nominating Committee; ERM = Energy Risk Management Committee

(2)

Lead Independent Director

QUESTIONS AND ANSWERS

Please see the Questions and Answers section beginning on page 78 for important information about the proxy materials, voting and the Annual Meeting. Additional questions may be directed to our proxy solicitor, MacKenzie Partners, Inc. at (800) 322-2885 orproxy@mackenziepartners.com.

LEARN MORE ABOUT OUR COMPANY

You can learn more about the Company and view our governance materials and much more by visiting the “Corporate Governance” section of our website, www.clearwayenergy.com.

Please also visit our Annual Meeting website atwww.proxyvote.com to easily access the Company’s proxy materials and vote through the Internet.

ContentsView on SEC.gov

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