Craig Cornelius
About Craig Cornelius
Craig Cornelius, 45, has served as Clearway Energy, Inc.’s President, CEO, and director since July 1, 2024. He concurrently serves as CEO of Clearway Energy Group (CEG), the company’s sponsor, a role he has held since CEG’s formation in 2018. Previously, he led NRG’s renewables division (joined in 2013), was a Principal/Managing Director at Hudson Clean Energy Partners for five years, and served as Program Manager for the U.S. Department of Energy’s Solar Energy Technologies Program, where he led the $1.5B Solar America Initiative . In 2024, Clearway achieved company-level targets that drive incentive pay: CAFD of ~$425 million vs. a $395 million target and 5/5 key performance milestones, with zero OSHA recordables; Mr. Cornelius’ 2024 CEO bonus (paid by CEG) was earned between target and max, at 164% of target (287% of base salary) . Shareholders supported executive pay design with ~98% Say-on-Pay approval in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clearway Energy, Inc. | President & Chief Executive Officer | 2024–Present | Leads strategy and day-to-day operations; board member . |
| Clearway Energy Group (CEG) | Chief Executive Officer | 2018–Present | Sponsor CEO since CEG’s formation; supports pipeline, drop-downs, and services platform . |
| NRG Energy | President, Renewables Division; earlier led new business development | Joined 2013 | Oversaw origination, development, E&C, operations, asset management . |
| Hudson Clean Energy Partners | Principal → Managing Director (Solar Investing) | 5 years (pre‑2013) | Solar investing leadership . |
| U.S. Dept. of Energy | Program Manager, Solar Energy Technologies Program | Prior to Hudson | Created and led the $1.5B Solar America Initiative . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Clearway Energy Group (Sponsor) | Chief Executive Officer | 2018–Present | Equally owned by TotalEnergies and GIP; provides services and drop-downs to CWEN . |
| Public company boards | — | — | “Other Public Company Boards: 0” (as CWEN director nominee profile) . |
Board Service (CWEN)
- Director since 2024; not independent; no committee assignments indicated in the director slate .
- Board structure and governance: separate Chair (non‑executive, Jonathan Bram) and CEO; Lead Independent Director (Brian R. Ford); Audit and Corporate Governance Committees are fully independent; Compensation Committee has four independent members, one non‑independent (permitted under NYSE controlled company exemptions). CWEN is a “controlled company” (CEG controls >50% voting power), availing certain independence exemptions .
- Attendance: in 2024 all incumbent directors attended ≥75% of meetings .
Governance implications: Dual role as CEO and director is mitigated by separation of Chair/CEO and presence of a Lead Independent Director; however, controlled company status and one non‑independent member on the Compensation Committee concentrate influence with sponsors, a consideration for minority investors .
Fixed Compensation
| Element | 2024 Detail | Payor |
|---|---|---|
| Base Salary | $750,000 (increased from $500,000 as of July 1, 2024) | CEG |
| Director Fees | None for service as CWEN director (applies to Current and Former CEO) | — |
Notes:
- CWEN does not pay Mr. Cornelius any cash compensation or benefits other than CWEN long-term equity; cash comp and benefits are solely paid by CEG. The CWEN management fee is unaffected by CEG’s compensation to Mr. Cornelius .
Performance Compensation
Annual Incentive (AIP/Bonus)
| Item | 2024 Design/Outcome | Payor |
|---|---|---|
| Target opportunity | 175% of base salary; max 300% (performance objectives set/approved by CWEN’s Compensation Committee while he serves as CWEN CEO) | CEG |
| 2024 metrics (company-wide) | CAFD 40%; Key Performance Milestones 60%; −5% per OSHA recordable; ±20% individual modifier | — |
| 2024 achievement | CAFD ~$425m (above target, below max); 5/5 milestones; zero OSHA recordables | — |
| Cornelius 2024 result | Earned between target and max: 287% of base salary; 164% of target; $2,152,500 | CEG |
Long-Term Incentives (CWEN LTIP)
| Grant | Grant Date | Vehicles | Target/Amount | Vesting/Performance |
|---|---|---|---|---|
| Annual CEO LTIP | 7/1/2024 | RPSUs | Target 75,889 (Thresh 18,972; Max 113,834); FV $1,929,857 | 3‑yr performance (4/30/2024–12/31/2026); Relative TSR vs peer group; 25%/100%/150% at 25th/50th/75th percentiles; target moves to 60th if absolute TSR < −20% . |
| Annual CEO LTIP | 7/1/2024 | RSUs | 37,945; FV $922,064 | Time‑based; ratable 1/3 on 7/1/2025, 7/1/2026, 7/1/2027 . |
| CEG equity (outside CWEN LTIP) | 4/30/2024 | Restricted shares (Class C) | 375,000 | 1/3 vested 10/1/2024; 1/3 on 10/1/2025; 1/3 on 10/1/2026 (paid by CEG) . |
RPSU design details (2024 awards):
- Threshold 25th percentile = 25% payout; Standard Target 50th percentile = 100%; if absolute TSR < −20%, Modified Target 60th percentile = 100%; Maximum 75th percentile = 150% .
Clawbacks:
- SEC/Dodd-Frank compliant clawback policy plus Company-specific clawback for restatements or misconduct; SOX clawback applicable to CEO/CFO if required .
Equity Ownership & Alignment
| As of | Beneficial Ownership (Class C) | % of Class C | Vested vs. Unvested | Notes |
|---|---|---|---|---|
| Mar 3, 2025 | 326,141 shares | <1% | Excludes 25,310 RSUs, 3,375 DERs, and 75,889 RPSUs | Company table; voting power impact de minimis . |
Outstanding awards (12/31/2024 snapshot):
- Unvested RSUs: 39,068 (approx. 12,6k vesting each on 7/1/2025, 7/1/2026, 7/1/2027) .
- RPSUs: up to 117,208 at maximum payout vesting timing, subject to performance through cycle ending 12/31/2026; DERs accrue and vest proportionally .
Ownership guidelines and hedging/pledging:
- CEO stock ownership guideline = 5x base salary; Cornelius actual ownership multiple 15.1x (meets/exceeds); NEOs restricted from divesting until guideline met .
- Anti‑hedging and anti‑pledging policy prohibits hedging or pledging of Company stock by executives and directors .
Implications for insider selling pressure:
- Scheduled vesting events: CWEN RSUs on 7/1/2025, 7/1/2026, 7/1/2027 and CEG restricted shares on 10/1/2025 and 10/1/2026 could create periodic tax‑withholding sales; policy prohibits pledging; no Form 4 selling detail disclosed in the proxy .
Employment Terms
- Agreement parties and payor: Amended and restated employment agreement with CEG (CWEN is a party); cash comp and benefits paid solely by CEG; eligible for CWEN LTIP .
- Severance (without cause/for good reason): Accrued obligations; one year of base salary plus target bonus paid over 12 months; prior‑year unpaid bonus; up to 12 months COBRA reimbursement (stop if eligible elsewhere). For death/disability: accrued obligations, prior‑year unpaid bonus, and pro‑rated target bonus for year of termination .
- Change‑in‑control: No additional cash enhancement under Cornelius agreement; under CWEN LTIP, double‑trigger equity: RSUs vest in full; RPSU payout determined by committee but deemed not less than 100% for Mr. Cornelius (or greater if actual performance warrants) .
- Restrictive covenants: Non‑competition and non‑interference during employment; non‑solicitation for one year post‑termination; confidentiality, non‑disparagement, IP restrictions; company/CEG indemnification to fullest extent permitted .
- Excise tax: “Cut‑back” to avoid 4999 excise tax if cut‑back improves after‑tax outcome .
Performance & Track Record (disclosed outcomes linked to incentives)
| Metric (2024) | Target | Actual | Result |
|---|---|---|---|
| CAFD | $395m | ~$425m | Above target (below max); fed AIP outcomes . |
| Key performance milestones | 3 of 5 (target) | 5 of 5 | Maximum for this component . |
| OSHA recordables | — | 0 | No negative adjustment . |
| CEO bonus (CEG‑paid) | 175% target (max 300%) | 164% of target (287% of salary) | $2,152,500 . |
| Say-on-Pay | — | ~98% approval | Investor support for pay design . |
Compensation Structure Analysis
- Pay mix and leverage: For CWEN, CEO compensation is equity‑only (RPSUs/RSUs); cash pay and benefits are borne by CEG, decoupled from CWEN’s management fee. LTI is 67% performance‑based (relative TSR) and 33% time‑based, aligning with long‑term shareholder value while supporting retention .
- Metric rigor: Relative TSR with percentile thresholds, a higher bar (60th percentile) to earn target if absolute TSR declines >20%, and capped outcomes for negative absolute TSR on post‑2024 grants (design evolution) indicate sensitivity to both relative and absolute value creation .
- Governance features: Double‑trigger vesting on CIC; robust clawbacks; anti‑hedging/pledging; stock ownership guidelines; independent compensation consultant (Pay Governance) .
- Peer benchmarking: Compensation calibrated to a utility/renewables peer set (added Capital Power, Boralex; removed SJI after take‑private) .
Related Party Transactions and Conflicts Oversight
- CWEN is a controlled company; CEG (owned by GIP and TotalEnergies) controls >50% voting power and provides services under a master services agreement (amended in early 2025) and O&M/ASA agreements; drop‑downs and financing transactions are recurring .
- Governance/Conflicts Committee (independent) reviews related person transactions and sponsor transactions under a written policy; also oversees ESG and change‑of‑control/conflict matters .
Equity Ownership & Alignment (Detail Table)
| Category | Detail |
|---|---|
| Beneficial ownership (3/3/2025) | 326,141 Class C shares; <1% of Class C and combined voting power . |
| Excluded from beneficial tally | 25,310 RSUs; 3,375 DERs; 75,889 RPSUs (target) . |
| Outstanding awards (12/31/2024) | RSUs 39,068 (vesting 7/1/2025, 7/1/2026, 7/1/2027); RPSUs up to 117,208 at max potential (cycle ending 12/31/2026) . |
| CEG restricted shares | 375,000 (1/3 vested 10/1/2024; next on 10/1/2025 and 10/1/2026) . |
| Ownership guidelines | CEO 5x base salary target; Cornelius 15.1x; restrictions on divestment until achieved . |
| Hedging/pledging | Prohibited for executives and directors . |
Employment Terms (Severance & CIC) — Summary Table
| Trigger | Cash/Benefits | Equity Treatment |
|---|---|---|
| Without cause / Good reason | 12 months base + target bonus (salary continuation over 12 months), prior‑year unpaid bonus, up to 12 months COBRA; CEG‑paid | Per LTIP: no automatic acceleration unless CIC double‑trigger occurs; standard retirement/death/disability provisions apply . |
| Death/Disability | Accrued obligations, prior‑year unpaid bonus, pro‑rated target bonus for year | RSUs/RPSUs vest in full; RPSUs at target per LTIP . |
| Change-in-control + qualifying termination | No extra cash multiple for Cornelius | RSUs vest in full; RPSUs not less than 100% payout (or higher if warranted) for Cornelius . |
Investment Implications
- Alignment: Equity‑heavy design at CWEN (RPSUs/RSUs) plus substantial CEG‑granted restricted stock creates multi‑year alignment and retention through 2026–2027; CEO exceeds ownership guidelines and is subject to anti‑hedging/pledging, supporting shareholder alignment .
- Retention risk: Contract provides one‑year severance and benefits; non‑solicit for one year; significant unvested awards and scheduled vesting across 2025–2027 function as retention levers .
- Performance linkage: 2024 bonus outcomes tied to CAFD and operational milestones; LTI tied to relative TSR with rigor that raises the bar in down markets—positively aligned with long‑term value creation .
- Governance considerations: Controlled company status concentrates influence with sponsors; Compensation Committee includes one non‑independent member under NYSE exemptions, heightening the need for continued robust conflicts oversight by the independent Governance/Conflicts Committee .
Overall: Incentive structure emphasizes TSR and multi‑year vesting, with strong stock ownership and anti‑hedging/pledging policies. While sponsor control and committee independence exemptions are considerations, the separation of Chair/CEO and independent oversight frameworks partially mitigate dual‑role and control risks .