UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 29, 2023, NRG Energy, Inc. (“NRG” or the “Company”) appointed Gerald Alfred Spencer as Senior Vice President and Chief Accounting Officer of the Company effective December 4, 2023. In this position, Mr. Spencer will serve as the Company’s principal accounting officer. Emily Picarello, the Company’s Vice President and Corporate Controller, who had assumed the responsibilities of the Company’s principal accounting officer prior to the appointment of Mr. Spencer, will continue in her current role with the Company.
Mr. Spencer, age 42, most recently served as Vice President, Controller and Principal Accounting Officer of JetBlue Airways Corporation (“JetBlue”) from May 2022 to December 2023. Prior to JetBlue, Mr. Spencer served as Deputy CFO and Corporate Controller of the North American business of Paris-based Air Liquide SA, a manufacturer of industrial gases from August 2017 to May 2022. Also at Air Liquide, Mr. Spencer served as Vice President, North American finance transformation from April 2020 to December 2020 and Controller and Chief Accounting Officer from August 2017 to April 2020. Before joining Air Liquide, Mr. Spencer served in progressive roles of leadership at NCI Building System, Friedkin Services Group and ExpressJet Airlines.
Mr. Spencer will receive an annual base salary of $375,000 and a one-time equity grant on January 2, 2024 of $270,000, of which (i) thirty three percent (33%) will be issued as Restricted Stock Units (“RSUs”) that will vest over three years in increments of one-third of the total grant on each anniversary of the grant date; and (ii) sixty seven percent (67%) will be issued as Relative Performance Stock Units (“RPSUs”) that will vest on the third anniversary of the grant date. In addition, Mr. Spencer will receive a one-time signing bonus of $75,000 payable within 45 days of the effective date.
Mr. Spencer will participate in the Company’s Annual Incentive Plan with a target level of 60% of his base salary and a maximum level of 200% of his base salary. He will also participate in the Company’s Long-Term Incentive Plan valued at 150% of his base salary, which will consist of a combination of RSUs and RPSUs, or other design as determined by the Compensation Committee. Mr. Spencer will be a participant in the Company’s Executive Change in Control and General Severance Plan. There are no transactions between Mr. Spencer and the Company that are required to be reported under Item 404(a) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NRG Energy, Inc. | ||
| (Registrant) | ||
| Dated: November 29, 2023 | By: | /s/ Christine A. Zoino |
| Christine A. Zoino | ||
| Corporate Secretary | ||
3
Cover |
Nov. 29, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Nov. 29, 2023 |
| Entity File Number | 001-15891 |
| Entity Registrant Name | NRG ENERGY, INC. |
| Entity Central Index Key | 0001013871 |
| Entity Tax Identification Number | 41-1724239 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 910 Louisiana Street |
| Entity Address, City or Town | Houston |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 77002 |
| City Area Code | 713 |
| Local Phone Number | 537-3000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.01 |
| Trading Symbol | NRG |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |