Brian R. Ford
About Brian R. Ford
Brian R. Ford, age 76, is Lead Independent Director at Clearway Energy, Inc. (CWEN). He has served on the Board since July 2013 and as Lead Independent Director since January 2019. His background includes serving as CEO of Washington Philadelphia Partners, LP (2008–2010) and a long tenure at Ernst & Young LLP, where he was employed since 1971 and retired as a partner in June 2008. He holds a B.S. in Economics from Rutgers University and is designated an Audit Committee Financial Expert, bringing deep accounting and public company governance expertise to CWEN’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clearway Energy, Inc. | Director; Lead Independent Director; Audit Committee Chair; Member, Compensation; Member, Corporate Governance, Conflicts & Nominating | Director since Jul 2013; Lead Independent since Jan 2019 | Lead independent oversight; chairs Audit; active role on Compensation and Corporate Governance (Conflicts) Committees |
| Washington Philadelphia Partners, LP | Chief Executive Officer | 2008–2010 | Led real estate investment firm |
| Ernst & Young LLP | Partner (retired) | 1971–2008 | Extensive accounting and public company matters experience |
| AmeriGas Propane, Inc. | Director; Member, Audit & Corporate Governance Committees | 2013–2020 | Oversight on audit and governance at a public company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FS Investment Corporation portfolios (specialty finance) | Director; Chairman of the Audit Committee | Since 2013 | Audit leadership in specialty finance; CWEN counts Ford with 1 other public company board |
| Drexel University | Board member | Not disclosed | Non-profit board experience |
| BAYADA Home Health | Board member | Not disclosed | Healthcare governance experience |
Other public company boards: 1 for Ford per CWEN proxy nominee table .
Board Governance
- Lead Independent Director responsibilities: Ford leads the independent directors, is authorized to call meetings of independent directors, and chairs executive sessions; the Board held 5 regular and 1 special meetings in 2024, with regular executive sessions of independent directors .
- Committee memberships and activity:
- Audit Committee: Chair (Ford); 4 meetings in 2024; all members independent; all members designated Audit Committee Financial Experts .
- Compensation Committee: Member (Ford); 4 meetings in 2024; 4 members independent .
- Corporate Governance, Conflicts & Nominating Committee: Member (Ford); 18 meetings in 2024; all members independent; committee oversees director selection, governance, ESG, and reviews potential conflict transactions including with CEG .
- Independence and attendance: Ford is independent under NYSE standards; in 2024 all incumbent directors attended at least 75% of Board and committee meetings .
- Board composition context: 11 director nominees, 4 independent director nominees; independent audit and governance committees and anti-hedging/anti-pledging policies are in place .
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $115,000 | $115,000 |
| Stock Awards (DSUs grant-date fair value) | $150,008 | $150,024 |
| Total | $265,008 | $265,024 |
Director compensation program elements (2024):
- Annual Cash Retainer: $90,000; Annual Deferred Stock Unit Award: $125,000; Lead Independent Director Retainer: $25,000; Audit Committee Chair Retainer: $25,000; Chair retainers are paid 50% cash / 50% stock awards; GIP/TotalEnergies-affiliated directors receive no compensation .
DSU features and vesting:
- Each DSU issued in 2024 equals one share of Class C common stock, payable per director’s deferral election (or upon termination if elected); DERs accrue proportionately; DSUs are forfeited if service is terminated for cause .
Performance Compensation
- Not applicable for directors. CWEN’s director compensation relies on cash retainers and DSUs; there are no performance-based metrics (e.g., TSR, EBITDA) tied to director pay .
Other Directorships & Interlocks
| Company/Organization | Role | Committee Roles | Notes |
|---|---|---|---|
| FS Investment Corporation portfolios | Director | Audit Committee Chair | Specialty finance; CWEN counts Ford with 1 other public company board |
| AmeriGas Propane, Inc. | Former Director | Audit & Corporate Governance Committees | 2013–2020 |
| Drexel University | Board member | Not disclosed | Non-profit |
| BAYADA Home Health | Board member | Not disclosed | Healthcare |
Expertise & Qualifications
- Audit Committee Financial Expert; deep accounting expertise from decades at Ernst & Young .
- Executive experience (former CEO) and public company board service; B.S. in Economics (Rutgers) .
Equity Ownership
Beneficial ownership (as of March 3, 2025):
| Class | Shares Beneficially Owned | % of Class | % Combined Voting Power |
|---|---|---|---|
| Class A Common Stock | 8,289 | <1% | <1% |
| Class C Common Stock | 79,116 | <1% | <1% |
Director stock awards held (DSUs and DERs, as of period-end):
| Metric | As of 12/31/2023 | As of 12/31/2024 |
|---|---|---|
| Class A Stock Awards (DSUs + DERs) | 7,626 | 8,153 |
| Class C Stock Awards (DSUs + DERs) | 67,929 | 77,883 |
Ownership alignment policies:
- Directors must hold stock equal to 5x annual cash retainer; restricted from divesting securities until guideline met (tax exception), and must maintain after attainment .
- Anti-hedging and anti-pledging policies apply to directors (no hedging or pledging of CWEN stock) .
Governance Assessment
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Strengths and signals of effectiveness:
- Lead Independent Director role with authority to convene independent directors and regular executive sessions enhances oversight of sponsor-affiliated Chair/management .
- Ford chairs an all-independent Audit Committee with four financial experts, and independently reviews financial reporting, controls, IT/cybersecurity, auditor independence, and press-release/analyst disclosures .
- Active governance/conflicts oversight: GCN Committee (member Ford) met 18 times in 2024 and reviews related-person/conflict transactions, including with CEG; maintains a formal Related Person Transaction Policy and annual independence reviews .
- Director ownership guidelines (5x cash retainer), DSU-based equity, and anti-hedging/pledging policies support alignment and risk control .
-
Watch items / potential conflicts:
- Structural control: CWEN is sponsored by GIP and TotalEnergies via CEG, which collectively hold majority voting interest; only 4 independent director nominees out of 11 underscores the importance of robust independent committee oversight (which is present) .
- Attendance disclosure is aggregate (“at least 75%” for incumbents), not per-director; no specific underperformance flagged for Ford in 2024 .
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Compensation governance:
- Director program reviewed with independent consultant (Pay Governance) and includes DSUs/DERs; no performance-linked director pay, minimizing incentive misalignment risk; company-wide policies include clawbacks for executives, double-trigger change-in-control, and no tax gross-ups/perk gross-ups .
Overall, Ford’s audit and governance leadership, independence, and equity alignment are positives for investor confidence amid a sponsor-controlled structure, where the GCN committee’s conflict review role and Ford’s Lead Independent Director position are critical checks and balances .