0001415889-23-006651.txt : 20230418 0001415889-23-006651.hdr.sgml : 20230418 20230418185855 ACCESSION NUMBER: 0001415889-23-006651 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230415 FILED AS OF DATE: 20230418 DATE AS OF CHANGE: 20230418 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Murphy Michael Taft CENTRAL INDEX KEY: 0001932383 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36002 FILM NUMBER: 23828145 MAIL ADDRESS: STREET 1: 300 CARNEGIE CENTER STREET 2: SUITE 300 CITY: PRINCETON STATE: NJ ZIP: 08540 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Clearway Energy, Inc. CENTRAL INDEX KEY: 0001567683 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 461777204 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 CARNEGIE CENTER, SUITE 300 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-608-1525 MAIL ADDRESS: STREET 1: 300 CARNEGIE CENTER, SUITE 300 CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: NRG Yield, Inc. DATE OF NAME CHANGE: 20130606 FORMER COMPANY: FORMER CONFORMED NAME: NRG Yieldco, Inc. DATE OF NAME CHANGE: 20130123 4 1 form4-04182023_100449.xml X0407 4 2023-04-15 0001567683 Clearway Energy, Inc. CWEN 0001932383 Murphy Michael Taft 300 CARNEGIE CENTER SUITE 300 PRINCETON NJ 08540 false true false false CHIEF INVESTMENT OFFICER 0 Class C Common Stock, par value $.01 per share 2023-04-15 4 F 0 1790 D 25684 D Class C Common Stock, par value $.01 per share 2023-04-15 4 F 0 1164 D 24520 D Class C Common Stock, par value $.01 per share 2023-04-15 4 F 0 591 D 23929 D Class C Common Stock, par value $.01 per share 2023-04-15 4 A 0 5234 A 29163 D Relative Performance Stock Units 2023-04-15 4 A 0 10649 0 A 2026-04-15 2026-04-15 Class C Common Stock, par value $.01 per share 15973 10649 D On April 15, 2020, Mr. Murphy was issued 10,856 Restricted Stock Units ("RSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) under Clearway Energy Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP"). These RSUs vest ratably over a three-year period beginning on the first anniversary of the date of the grant. Each RSU is equivalent in value to one share of Class C Common Stock of Clearway Energy Inc., par value $.01 per share. On April 15, 2023, 4,123 shares vested. Mr. Murphy elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 1,790 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. In connection with the vesting of the RSUs described above, 497 DERs converted to Class C Common Stock, resulting in the reporting person holding 937 dividend equivalent rights that may only be settled in Class C Common Stock. Dividend equivalent rights accrue on the reporting person's restricted stock, which become exercisable proportionately with the restricted stock units to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each dividend equivalent right is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock. On April 15, 2021, Mr. Murphy was issued 7,397 Restricted Stock Units ("RSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) under Clearway Energy Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP"). These RSUs vest ratably over a three-year period beginning on the first anniversary of the date of the grant. Each RSU is equivalent in value to one share of Class C Common Stock of Clearway Energy Inc., par value $.01 per share. On April 15, 2023, 2,680 shares vested. Mr. Murphy elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 1,164 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. In connection with the vesting of the RSUs described above, 217 DERs converted to Class C Common Stock, resulting in the reporting person holding 720 dividend equivalent rights that may only be settled in Class C Common Stock. Dividend equivalent rights accrue on the reporting person's restricted stock, which become exercisable proportionately with the restricted stock units to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each dividend equivalent right is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock. On April 15, 2022, Mr. Murphy was issued 3,916 Restricted Stock Units ("RSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) under Clearway Energy Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP"). These RSUs vest ratably over a three-year period beginning on the first anniversary of the date of the grant. Each RSU is equivalent in value to one share of Class C Common Stock of Clearway Energy Inc., par value $.01 per share. On April 15, 2023, 1,360 shares vested. Mr. Murphy elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 591 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. In connection with the vesting of the RSUs described above, 56 DERs converted to Class C Common Stock, resulting in the reporting person holding 664 dividend equivalent rights that may only be settled in Class C Common Stock. Dividend equivalent rights accrue on the reporting person's restricted stock, which become exercisable proportionately with the restricted stock units to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each dividend equivalent right is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock. Represents RSUs issued to Mr. Murphy under the LTIP. Each RSU is equivalent in value to one share of Clearway Energy, Inc.'s Class C Common Stock, par value $.01 per share. The Reporting Person will receive from Clearway Energy, Inc. one such share of Class C Common Stock for each RSU that will vest ratably over a three-year period beginning on the first anniversary of the date of the grant. The Reporting Person was issued 10,649 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. under the LTIP on April 15, 2023. The RPSUs will convert to shares of Clearway Energy, Inc. Class C Common Stock on April 15, 2026 only in the event the Company has achieved a certain level of total shareholder return ("TSR") relative to the Peer Group (defined below) over a three-year performance period. The number of shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below. Reporting Person will receive (i) a maximum of 15,973 shares of Class C Common Stock if Company's TSR is ranked at or above the 75th percentile relative to a peer group of companies approved by the Company's Compensation Committee (the "Peer Group") for the performance period ("Maximum"); (ii) 10,649 shares of Class C Common Stock if Company's TSR is ranked at the 50th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR is less than negative twenty percent (-20%), the Company's TSR must be ranked at the 60th percentile relative to the Peer Group for the performance period to receive the Target award; or (iii) 2,662 shares of Common Stock if Company's TSR is ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold"). The Reporting Person will not receive any shares of Common Stock if Company's TSR is below the 25th percentile. /s/ Kevin P. Malcarney, Attorney-in-Fact 2023-04-18