E. Stanley O’Neal
About E. Stanley O’Neal
E. Stanley O’Neal is 73 and has served as an independent director of Clearway Energy, Inc. (CWEN) since August 2018. He is the former Chairman and CEO of Merrill Lynch & Co., with prior roles including CFO, President & COO, and senior leadership of Merrill’s Global Markets & Investment Banking; earlier, he held finance roles at General Motors. At CWEN, O’Neal is Chair of the Compensation Committee and a member of the Audit Committee; the Board has determined he is independent under NYSE standards, and he qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch & Co., Inc. | Chairman & CEO | 2003–Oct 2007 | Led firm; prior roles included CEO (2002), President & COO (2001–2002), President U.S. Private Client (2000–2001), CFO (1998–2000), EVP & Co-head Global Markets & Investment Banking (1997–1998) |
| General Motors Corporation | Finance roles | Prior to Merrill (dates not specified) | Held increasing responsibility in finance |
| American Beacon Advisors, Inc. | Director | 2009–Sep 2012 | SEC-registered investment adviser |
| General Motors Corporation | Director | 2001–2006 | Board oversight |
| Merrill Lynch & Co., Inc. | Chairman of the Board | 2003–2007 | Board leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Arconic Corp. | Director | Current | Chair, Nominating & Governance; Member, Compensation & Benefits |
| Element Solutions Inc. | Director | Current | Member, Nominating & Governance |
| Hut 8 Corp | Director | Current | Member, Nominating & Governance; company formed Nov 2023 via merger |
Board Governance
- Committee assignments at CWEN: Compensation Committee Chair; Audit Committee member. The Compensation Committee met 4 times in 2024; 4 of its members are independent (Board-determined). All Audit Committee members are independent under SEC/NYSE rules.
- Audit Committee: O’Neal serves on the committee; all four members in 2024 met the requirements of an “audit committee financial expert.”
- Independence: The Board has determined O’Neal is independent under NYSE listing standards and a nonemployee director under Exchange Act Rule 16b-3.
- Attendance: In 2024, all incumbent directors attended at least 75% of Board and committee meetings; Board held 5 regular and 1 special meeting. Lead Independent Director is Brian R. Ford; executive sessions of independent directors are held regularly.
- Related-party oversight: The Corporate Governance, Conflicts and Nominating Committee (independent directors) reviews/approves related person transactions and potential conflicts; policy applies to transactions >$50,000 annually.
Fixed Compensation
| Element (2024) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $90,000 | Standard for independent directors |
| Annual DSU Award | $125,000 | Standard for independent directors |
| Compensation Committee Chair Retainer | $20,000 | Chair retainers paid 50% cash / 50% stock |
| Director Fees – O’Neal (Cash) | $— | O’Neal elected to receive cash portion as DSUs |
| Director Stock Awards – O’Neal | $235,004 | Grant date fair value; DSUs payable in Class C common stock |
| Total – O’Neal | $235,004 | 2024 director compensation |
| DSU grant pricing basis | $28.00 | May 31, 2024 Class C closing price for 6/1/2024 DSU awards |
DSUs equal one share of Class C common stock; dividend equivalent rights (DERs) accrue and vest proportionally with DSUs. Directors may defer cash into additional DSUs.
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance metrics tied to director pay | None disclosed; director equity is DSUs, not PSU/TSR-based; no director-specific performance metrics reported |
| Clawbacks | Company maintains legally-required and company-specific clawback policies (executive plans; no director-specific clawback disclosed) |
| Hedging/Pledging | Prohibited for directors and officers (anti-hedging and anti-pledging policies) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation Committee interlocks | None: no member served as CWEN officer; no CWEN executive serves on another company board/comp committee with reciprocal overlap |
Expertise & Qualifications
- Financial leadership: Former CEO/Chairman and CFO of Merrill Lynch; extensive market, banking, and finance experience.
- Board expertise: Determined to be independent; serves as Compensation Committee Chair; Audit Committee member and qualifies as an “audit committee financial expert.”
- External industry exposure: Governance and compensation committee roles at Arconic; governance roles at Element Solutions and Hut 8 (crypto mining).
Equity Ownership
| Holder | Class A Shares | Class C Shares | Notes |
|---|---|---|---|
| E. Stanley O’Neal | — | 70,502 | Less than 1% of Class C and combined voting power; includes DSUs/DERs as noted |
| DSUs/DERs detail (beneficial ownership footnote) | — | 49,786 DSUs; 10,716 DERs | Payable in Class C upon cessation of Board service |
| Aggregate stock awards held (DSUs+DERs, directors’ table) | — | 59,559 | DSUs and any DERs thereon, as of Dec 31, 2024 |
| Anti-pledging/hedging | — | — | Directors prohibited from hedging or pledging company stock |
| Director ownership guideline | — | — | Required ownership equal to 5x annual cash retainer; restrictions on divestment until guideline met |
Governance Assessment
-
Positives:
- Independence and expertise: Board-determined independence; Audit Committee financial expert status; leadership as Compensation Committee Chair suggests strong governance competence.
- Alignment: Elected to receive cash compensation in DSUs; holds meaningful DSUs/DERs; director ownership guideline of 5x cash retainer; anti-hedging/anti-pledging policy enhances alignment.
- Process quality: Compensation Committee engages independent consultant Pay Governance; delivers formal Compensation Committee Report; regular committee meetings.
- Attendance and board rigor: All directors ≥75% attendance; regular executive sessions and annual self-evaluations.
-
Watch items / structural conflicts:
- Sponsor-related transactions: Extensive related-party dealings with Clearway Energy Group (CEG) and TotalEnergies (e.g., master services, land leases, asset management fees, BESS transactions), requiring robust independent oversight; GCN Committee is responsible for related-person reviews/approvals.
- Concentrated voting power: CEG controls ~54.91% combined voting power via Class B/D; independent directors must ensure minority stockholder protections in conflict reviews and strategic decisions.
- No director-specific performance pay: Director compensation is fixed cash/equity/retainer-based without disclosed performance metrics; governance alignment relies on DSU deferrals and ownership guidelines rather than performance-contingent structures.
Overall, O’Neal’s financial acumen and compensation/governance leadership, combined with DSU deferrals, are positive alignment signals; vigilance remains warranted given CWEN’s significant related-party ecosystem and sponsor control structures, making independent committee oversight critical for investor confidence.