0001415889-24-019185.txt : 20240703 0001415889-24-019185.hdr.sgml : 20240703 20240703161808 ACCESSION NUMBER: 0001415889-24-019185 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240701 FILED AS OF DATE: 20240703 DATE AS OF CHANGE: 20240703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cornelius Craig CENTRAL INDEX KEY: 0002026637 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36002 FILM NUMBER: 241100361 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] ORGANIZATION NAME: 01 Energy & Transportation 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 form4-07032024_080705.xml X0508 4 2024-07-01 0001567683 Clearway Energy, Inc. CWEN 0002026637 Cornelius Craig 300 CARNEGIE CENTER SUITE 300 PRINCETON NJ 08540 true true false false President & CEO 0 Class C Common Stock, par value $.01 per share 2024-07-01 4 A 0 37945 A 412945 D Relative Performance Stock Units 2024-07-01 4 A 0 75889 0 A 2027-04-15 2027-04-15 Class C Common Stock, par value $.01 per share 113833 75889 D In connection with his appointment as President and Chief Executive Officer, Mr. Cornelius was granted Restricted Stock Units ("RSUs") under Clearway Energy, Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP"). 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. 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 was issued 75,889 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. under the LTIP on July 1, 2024. The RPSUs will convert to shares of Clearway Energy, Inc. Class C Common Stock on April 15, 2027 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 113,833 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) 75,889 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) 18,972 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 2024-07-03