Daniel B. More
About Daniel B. More
Independent director (age 68) serving on Clearway Energy, Inc.’s board since February 2019. Senior Advisor with Guggenheim Securities since October 2015; previously Managing Director and Global Head of Utility M&A at Morgan Stanley (1996–2014), an investment banker since 1978 specializing in the utility sector since 1986. Current public company directorship: SJW Group (since April 2015). Independence affirmed; designated an Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Managing Director; Global Head, Utility M&A | 1996–2014 | Led utility sector M&A; capital raising and strategic initiatives |
| Saeta Yield | Director | Feb 2015–Jun 2018 | Board governance in renewables yieldco |
| New York Independent System Operator (NYISO) | Director | Apr 2014–Feb 2016 | Oversight of grid operator governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guggenheim Securities | Senior Advisor | Oct 2015–present | Strategic advisory; sector expertise |
| SJW Group | Director | Apr 2015–present | Public utility board experience |
Board Governance
- Committee assignments: Chair, Corporate Governance, Conflicts and Nominating (CGCN); Member, Audit; Member, Compensation; Audit Committee Financial Expert.
- Committee cadence and engagement (2024): Audit (4 meetings), Compensation (4), CGCN (18). Board met 5 regular and 1 special session; all incumbent directors attended ≥75% of meetings; regular executive sessions of independent directors.
- Independence and leadership: Clearway is a “controlled company” under NYSE rules (CEG—co-owned by TotalEnergies and GIP—holds majority voting power). Clearway avails itself of exemptions (no majority independent board; compensation committee not entirely independent). CGCN is entirely independent and oversees conflicts, related-party transactions, ESG, and changes of control. Lead Independent Director: Brian R. Ford.
Fixed Compensation
Director pay structure (independents) and Daniel B. More’s FY2023–FY2024 detail.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual Cash Retainer ($) | $90,000 | $90,000 |
| Annual Deferred Stock Unit (DSU) Award ($) | $125,000 | $125,000 |
| CGCN Chair Retainer ($) | $20,000 (50% cash/50% DSUs) | $20,000 (50% cash/50% DSUs) |
| Fees Earned or Paid in Cash ($) | $100,000 (More) | $100,000 (More) |
| Stock Awards ($) | $135,013 (More) | $135,016 (More) |
| Total ($) | $235,013 (More) | $235,016 (More) |
Notes:
- DSUs equal one Class C share; dividend equivalent rights (DERs) accrue and vest proportionately with DSUs; director cash retainers may be deferred into DSUs.
Performance Compensation
- Directors do not receive performance-based compensation; annual equity is delivered as DSUs with no performance metrics or vesting conditions beyond service/deferral rules.
- Company executive pay uses performance metrics (TSR-weighted RPSUs for NEOs), but this does not apply to directors.
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Notes |
|---|---|---|
| SJW Group | Director | Water utility; no disclosed transactional ties to Clearway. |
| Prior: Saeta Yield | Director | Former yieldco; no ongoing interlocks. |
| Prior: NYISO | Director | Grid operator; regulatory/market oversight experience. |
- CGCN monitors and reports other public company directorships of directors and senior officers; also reviews potential conflicts for directors annually.
Expertise & Qualifications
- Audit Committee Financial Expert designation; deep accounting, finance, and public company oversight experience.
- Utility sector specialization since 1986; decades in investment banking and M&A leadership.
- ESG and governance oversight via CGCN, including related-party transactions and changes of control.
Equity Ownership
Beneficial ownership and award balances.
| Metric | As of Dec 31, 2023 | As of Dec 31, 2024 | As of Mar 3, 2025 |
|---|---|---|---|
| Class A Stock Awards (DSUs + DERs) (units) | — | — | — |
| Class C Stock Awards (DSUs + DERs) (units) | 48,131 | 56,256 | 57,146 (beneficial ownership) |
| DSUs included in 2025 total (Class C) (units) | — | — | 45,994 DSUs |
| DERs included in 2025 total (Class C) (units) | — | — | 11,152 DERs |
| % of Class C Outstanding | <1% | <1% | <1% |
- Anti-hedging/anti-pledging policy prohibits directors from hedging or pledging company securities.
- Director stock ownership guideline: 5x annual cash retainer; directors restricted from divesting until guideline met and must maintain thereafter.
Related-Party Exposure and Conflict Oversight
- Clearway’s strategic sponsor, CEG (co-owned by GIP and TotalEnergies), holds majority voting power; numerous operating, O&M, asset management, land lease, financing, and drop-down transactions occur with CEG and affiliates. CGCN (chaired by More) reviews, authorizes, and annually reassesses related-person transactions under the Related Person Transaction Policy; can approve sub-$500k transactions via CGCN Chair.
- Selected 2024 affiliate metrics illustrating scale:
- Master Services Agreement fees paid to CEG: ~$6.06 million (2024).
- O&M fees to CEG (examples): Agua Caliente $4.61m; CVSR $2.96m; Rosamond Central $2.14m; Langford $2.82m.
- Land leases to CEG (examples): Daggett 3 $1.61m; Oahu Solar $0.92m; Mililani I $0.82m.
- Insurance premiums to TotalEnergies captive and reimbursements: ~$5.995m (premiums) and other reimbursements.
- Clearway Energy LLC 2024 distributions: ~$193.99m to CEG; ~$140.45m to Class A/C holders (including CWEN).
Governance Assessment
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Strengths:
- Extensive sector and capital markets expertise; Audit Committee Financial Expert designation supports financial oversight.
- High engagement (CGCN met 18 times in 2024) with robust scope over conflicts, ESG, board composition, and independence determinations; independent-only CGCN structure.
- Transparent director compensation with aligned equity (DSUs), dividend equivalents, and ownership guidelines; say-on-pay support ~98% in 2024 indicating positive investor sentiment.
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Structural risks and exposures:
- Controlled company status with exemptions (no majority independent board; compensation committee not entirely independent), increasing reliance on committee rigor to mitigate sponsor influence.
- Extensive related-party transactions with CEG and TotalEnergies (services, financing, leases), requiring vigilant CGCN oversight (chaired by More) and policy adherence to ensure arm’s-length terms.
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RED FLAGS to monitor:
- Controlled company governance exemptions (board independence and compensation committee composition) can weaken minority shareholder protections; continued disclosure and CGCN rigor essential.
- Concentration of operational contracts and leases with sponsor affiliates; ensure CGCN documentation of competitive terms and periodic re-evaluation.
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Overall implication: More’s finance and utility M&A background, combined with his chair role on CGCN and audit expertise, is additive to oversight quality amid sponsor-related complexities. Sustained transparency on related-party reviews and independent committee functioning are key to investor confidence.