Jennifer Lowry
About Jennifer Lowry
Jennifer Lowry, 56, has served as an independent director of Clearway Energy, Inc. since February 2022. She is designated an Audit Committee Financial Expert and currently chairs the Energy Risk Management Committee, reflecting deep experience in risk oversight, finance, and energy markets . Her prior roles include Vice President of Risk, Treasury and Corporate Finance at McCormick & Company, Inc., senior leadership positions at Exelon/Constellation, and executive roles at AES and Cogentrix .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McCormick & Company, Inc. | Vice President of Risk, Treasury and Corporate Finance | Oct 2019 – Jul 2021 | Led treasury, corporate finance, and enterprise risk |
| McCormick & Company, Inc. | Vice President of Corporate Finance | Nov 2016 – Oct 2019 | Corporate finance leadership |
| Exelon Corporation | Senior Vice President, Generation Company Strategy | 2012 – 2016 | Strategy leadership; served on governing committees |
| Constellation Energy Group, Inc. | Vice President and Treasurer | 2012 – 2016 | Treasury leadership; served on governing committees |
| AES Corporation | Executive positions | Prior to 2012 | Electric power industry roles |
| Cogentrix Energy Group, Inc. | Executive positions | Prior to 2012 | Electric power industry roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MYR Group, Inc. | Director; Chair of Audit Committee | Since 2018 | Current public company board; audit leadership |
| Electriq Power Holdings, Inc. | Director; Compensation Committee member | Aug 2023 – May 2024 | Compensation oversight; prior public board |
| Maryland Zoo | Chair, Board of Trustees | Prior | Non-profit governance leadership |
- Other public company boards (count): 2 .
Board Governance
- Committee memberships: Audit; Compensation; Corporate Governance, Conflicts and Nominating (CGCN); Energy Risk Management (ERM, Chair) .
- Independence: Board-designated independent; Audit Committee members all independent; CGCN members all independent; Compensation Committee has 4 independent members; ERM Committee has 1 independent member (Lowry) .
- Audit Committee Financial Expert: Yes (Lowry listed among experts) .
- Meeting cadence (2024): Board held 5 regular and 1 special meetings; Audit 4; Compensation 4; CGCN 18; ERM 6 .
- Attendance: All incumbent directors attended at least 75% of Board and Committee meetings in 2024 .
- Lead Independent Director: Brian R. Ford .
Fixed Compensation
| Compensation Element | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $90,000 | Paid to independent directors |
| Annual Deferred Stock Unit (DSU) Award | $125,000 | Issued under Equity Incentive Plan; may elect DSUs; DERs accrue |
| ERM Chair Retainer | $20,000 | 50% cash / 50% stock awards |
| Audit Chair Retainer | $25,000 | Not applicable to Lowry in 2024 |
| Compensation Chair Retainer | $20,000 | Not applicable to Lowry in 2024 |
| CGCN Chair Retainer | $20,000 | Not applicable to Lowry in 2024 |
Director-specific 2024 compensation:
| Name | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Jennifer E. Lowry | $100,000 | $135,016 (DSUs) | $235,016 |
Grant valuation basis:
- DSUs granted June 1, 2024 were valued at the May 31, 2024 Class C closing price of $28.00; DSUs payable in Class C common stock upon termination of service .
- DERs (dividend equivalents) accrue and vest proportionately with DSUs .
Performance Compensation
| Performance Metric | Applies to Director Pay? | Details |
|---|---|---|
| TSR, revenue, EBITDA, ESG | No | Director equity is retainer-based DSUs; no performance metrics disclosed |
| Clawback policy | Indirect | Compensation Committee maintains recoupment policy for incentive comp, focused on officers; no director-specific performance metrics disclosed |
Other Directorships & Interlocks
| Company | Role | Current/Prior | Committee Roles |
|---|---|---|---|
| MYR Group, Inc. | Director | Current | Audit Committee Chair |
| Electriq Power Holdings, Inc. | Director | Prior (Aug 2023–May 2024) | Compensation Committee |
- Other public company boards count: 2 (as summarized in director nominees table) .
- Interlocks with Clearway stakeholders (suppliers/customers/affiliates): Not disclosed.
Expertise & Qualifications
- Financial expert: Designated Audit Committee Financial Expert .
- Technical/industry: Extensive energy and power industry experience (AES, Cogentrix, Exelon/Constellation) .
- Finance and risk: Treasury, corporate finance, and enterprise risk leadership at McCormick; ERM oversight as CWEN committee chair .
- Governance: Current audit chair at MYR Group; prior non-profit board chair (Maryland Zoo) .
Equity Ownership
| Holder | Class A Shares | Class C Shares | % of Class A | % of Class C | Combined Voting Power % |
|---|---|---|---|---|---|
| Jennifer Lowry | — | 15,423 | — | * (<1%) | * (<1%) |
Director stock awards held (as of Dec 31, 2024):
| Name | Class A Stock Awards (DSUs + DERs) | Class C Stock Awards (DSUs + DERs) |
|---|---|---|
| Jennifer E. Lowry | — | 14,392 |
Stock ownership guidelines:
- Directors must hold stock equal to 5x the annual cash retainer ($450,000 equivalent); restricted from divesting until guideline met (except for tax payments) and must maintain compliance thereafter .
- Compliance status for Lowry: Not disclosed.
Governance Assessment
- Strengths: Independent director with finance and energy expertise; Audit Committee Financial Expert; ERM Chair overseeing commodity, credit, and liquidity risk; active CGCN participation in conflicts oversight; consistent meeting attendance (≥75%) .
- Equity alignment: Receives annual DSUs; holds 14,392 Class C DSUs (plus DERs) and beneficially owns 15,423 Class C shares, creating ongoing equity exposure, though ownership represents <1% of outstanding shares .
- Compensation mix: Balanced cash/equity with chair retainer split 50/50; no options or performance-tied director awards disclosed, aligning with market norms for independent directors .
- Conflicts oversight: CGCN reviews transactions with affiliates (including Clearway Energy Group) and change-of-control matters—active governance with 18 meetings in 2024, signaling heightened attention to conflicts and structural risk .
- RED FLAGS:
- ERM Committee independence limited (only 1 independent member—Lowry), with other members affiliated with GIP and TotalEnergies; potential influence risk in risk management decisions tied to marketing/trading and hedging policies .
- Overall beneficial ownership is small (<1%), typical for directors but limits “skin in the game” as a percentage; guideline enforcement mitigates by restricting divestitures until 5x retainer ownership achieved .
- Net investor confidence signal: Lowry’s credentials and committee leadership bolster board effectiveness; however, ERM composition warrants monitoring given affiliate representation in a high-risk governance area .