Bruce MacLennan

About Bruce MacLennan

Bruce MacLennan (age 58) is a Partner at Global Infrastructure Partners (GIP) and has served on Clearway Energy, Inc.’s Board since 2018. He is classified as a non‑independent director due to his affiliation with GIP, which—together with TotalEnergies via Clearway Energy Group (CEG)—is a controlling stockholder of CWEN . His credentials include an A.B. from Harvard University and an M.B.A. from Wharton; prior roles span energy investment banking and project finance .

Past Roles

External Roles

Board Governance

• Independence status: Not independent (affiliated with GIP), in a “controlled company” structure under NYSE rules; CWEN avails itself of exemptions from majority independent board and fully independent compensation committee .
• Committee assignments for MacLennan: None listed (no Audit, Compensation, Corporate Governance/Conflicts/Nominating, or Energy Risk Management memberships indicated next to his name) .
• Attendance: All incumbent directors attended ≥75% of Board/committee meetings in 2024; independent directors hold regular executive sessions. Lead Independent Director: Brian R. Ford .
• Key independent committees and engagement:
  • Audit Committee: all independent; Chair Brian R. Ford; 4 meetings in 2024 .
  • Corporate Governance, Conflicts and Nominating (GCN): all independent; Chair Daniel B. More; 18 meetings in 2024; oversees conflicts and related person transactions, ESG, independence and board effectiveness .
  • Energy Risk Management: Chair Jennifer Lowry; 6 meetings in 2024 .
• Shareholder voting (2025 Annual Meeting) – Director election results for MacLennan:

  Item	Votes
  For	60,357,740
  Against	8,440,191
  Broker Non-Votes	3,778,654

Fixed Compensation

CWEN’s 2024 director program: $90,000 annual cash retainer; $125,000 annual deferred stock unit (DSU) award; chair/lead fees ($25,000 Lead Independent; $25,000 Audit Chair; $20,000 Compensation Chair; $20,000 GCN Chair; $20,000 ERM Chair). Directors affiliated with GIP or TotalEnergies receive no compensation for board service .

Bruce MacLennan – 2024 director compensation at CWEN:

Stock ownership guideline for directors: 5× annual cash retainer; sales restricted until guideline met; applies to director stock holdings (market-consistent per Pay Governance review) .

Performance Compensation

• CWEN does not disclose performance‑based pay for directors; independent directors may elect DSUs with dividend equivalent rights (DERs), but DSUs are not tied to explicit performance metrics. Affiliated directors (like MacLennan) do not receive DSUs or equity grants for board service .
• Anti‑hedging and anti‑pledging policies apply to directors (no hedging or pledging of CWEN securities) .

Other Directorships & Interlocks

CWEN is a controlled company; CEG (equally owned by GIP and TotalEnergies) holds >50% combined voting power, elects directors, and is counterparty to extensive related‑party agreements (O&M, asset management/admin services, land leases, drop‑downs, collaboration agreements), which the independent GCN committee reviews and approves .

Expertise & Qualifications

• Education: A.B., Harvard University; M.B.A., Wharton School (University of Pennsylvania) .
• Technical/sector expertise: Energy/power investing, project finance, capital markets; prior roles in global energy investment banking and project finance at Credit Suisse .

Equity Ownership

• DSUs/DERs: Not listed among independent director DSU holders; affiliated directors do not receive director compensation/equity .
• Ownership guidelines: Policy exists (5× cash retainer), but per‑director compliance status not disclosed; anti‑hedging/pledging policies in force .

Governance Assessment

• Strengths

  • Robust independent oversight of conflicts via GCN committee (all independent; 18 meetings in 2024) with explicit related person transaction policy and annual reviews .
  • Audit Committee fully independent with multiple financial experts; regular executive sessions of independent directors .
  • Clear anti‑hedging/anti‑pledging policy; director stock ownership guidelines; engagement of independent compensation consultant (Pay Governance) on compensation and ownership policies .
  • Strong shareholder support in 2025 elections and say‑on‑pay approval (e.g., MacLennan 60,357,740 for; say‑on‑pay 68,090,296 for) .

• Risks and RED FLAGS

  • Non‑independent status: MacLennan is a GIP partner; CWEN is a controlled company—board majority non‑independent and compensation committee not entirely independent—raising oversight risk when evaluating sponsor‑related transactions .
  • Alignment: MacLennan reports zero direct beneficial ownership of CWEN Class A/C shares; no director equity/DSUs due to affiliation—potentially weaker “skin‑in‑the‑game” versus independent directors .
  • Extensive related‑party exposure: Material volumes of O&M, ASAs, leases, and drop‑down/acquisition financing flows between CWEN and CEG; diligence and pricing discipline hinge on GCN effectiveness .
  • Auditor rotation tied to BlackRock’s acquisition of GIP’s manager (independence change): EY dismissed; PwC appointed—contextual signal of evolving sponsor influence requiring careful audit committee oversight .

• Implications for investors

  • Expect continued sponsor‑aligned strategic transactions; independent committee rigor and documentation are critical. Monitor GCN committee disclosures, pricing benchmarks, and fairness in related‑party transactions .
  • Consider limited personal ownership/alignment of non‑independent directors; weigh against policy safeguards (anti‑hedging/pledging) and independent director equity ownership via DSUs .
  • High shareholder support suggests current governance approach is accepted, but independence profile remains a structural consideration in assessing board effectiveness .