Jonathan Bram
About Jonathan Bram
Jonathan Bram (age 59) is Chairman of the Board of Clearway Energy, Inc. and a Senior Managing Director and Founding Partner at Global Infrastructure Partners (GIP), part of BlackRock. He has served on CWEN’s board since August 2018 and as Chairman since 2018; he is designated non‑independent given his affiliation with GIP, a co‑owner of Clearway Energy Group (CEG), CWEN’s controlling sponsor . Prior to founding GIP in 2006, he spent 15 years at Credit Suisse in senior investment banking roles; he holds a B.A. in Economics from Columbia College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clearway Energy, Inc. | Chairman of the Board; Director | Director since 2018; Chairman since 2018 | Leads board oversight of strategy, risk, and major transactions; works with CEO on governance priorities |
| Global Infrastructure Partners (GIP) | Senior Managing Director; Founding Partner; Member of Equity and Credit ICs | Since GIP formation (2006) | Investment leadership across energy/power; renewables financing/investing experience |
| Credit Suisse | Managing Director, Investment Banking (incl. Co‑Head Global Industrial & Services, COO IBD, Co‑Head Corporate Finance U.S. Energy) | 15 years prior to 2006 | Led large‑cap advisory/financings; energy sector expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zephyr Acquisition Holdings, L.P. (indirect parent of CEG) | Director | Current | Parent of CWEN’s sponsor; governance interlock with controlling holder |
| Chile Renovables, SpA | Director | Current | Energy portfolio company directorship |
| Terra‑Gen Power; Guacolda Energy; Channelview Cogeneration; SunPower Corporation | Director (prior) | Prior service | Prior public company service includes SunPower Corporation |
Board Governance
- Role and independence: Non‑executive Chairman; classified as not independent due to affiliation with controlling stockholder GIP/CEG .
- Committee assignments: Member, Compensation Committee (committee chaired by E. Stanley O’Neal; four members are independent) .
- Board structure: 11 directors; separate Chair/CEO; Lead Independent Director (Brian R. Ford); independent Audit and Corporate Governance, Conflicts and Nominating (CGCN) committees; Energy Risk Management (ERM) committee in place .
- Attendance: All incumbent directors attended at least 75% of Board and committee meetings in 2024; Board held 5 regular and 1 special meeting; independent directors hold regular executive sessions .
- Controlled company status: CWEN avails NYSE “controlled company” exemptions (does not maintain a majority‑independent board and does not maintain an entirely independent compensation committee) given >50% voting control by CEG (owned by GIP and TotalEnergies). Audit and CGCN are fully independent; CGCN reviews related‑party transactions and conflicts .
- Risk oversight: Board oversees overall risk; Audit oversees financial/cyber; Compensation oversees comp risk; CGCN oversees ESG, conflicts (including transactions with CEG); ERM oversees commodity/energy risk .
Fixed Compensation (Director)
| Element (2024) | Jonathan Bram Actual |
|---|---|
| Annual cash retainer | $0 (no compensation paid to directors affiliated with GIP/TotalEnergies) |
| Lead Independent Director retainer | N/A (not applicable) |
| Committee chair fees | $0 (not a committee chair) |
| Other meeting fees | None disclosed |
Notes: Only independent, non‑employee directors receive cash and DSU equity retainers. Directors affiliated with GIP or TotalEnergies receive no director compensation from CWEN .
Performance Compensation (Director)
| Equity/Performance Element (2024) | Jonathan Bram Actual |
|---|---|
| Annual deferred stock unit (DSU) award | $0 (GIP/TotalEnergies‑affiliated directors do not receive equity compensation) |
| Option awards | None disclosed (no director option program; equity provided as DSUs to independents) |
| Performance metrics tied to director pay | N/A (no director performance plan; DSUs used for independents) |
| Clawback/anti‑hedging/anti‑pledging | Company maintains clawback policies and prohibits hedging/pledging by directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | 0 current public company boards (as per nominee table) |
| Current affiliate boards | Zephyr Acquisition Holdings, L.P. (CEG parent); Chile Renovables, SpA |
| Prior public boards | SunPower Corporation (prior); others: Terra‑Gen Power, Guacolda Energy, Channelview Cogeneration |
| Potential interlocks/conflicts | Affiliation with GIP (co‑owner of CEG), which is CWEN’s controlling sponsor and counterparty to extensive related‑party transactions reviewed by CGCN |
Expertise & Qualifications
- Finance and transactions: Decades of investment banking and infrastructure investing experience; leadership at GIP with service on investment committees .
- Energy/renewables: Experience financing/investing across wind, solar, geothermal, hydro; prior energy company board roles .
- Governance skills: Board chair experience; oversight of strategy, capital allocation, and risk .
- Education: B.A., Economics, Columbia College .
Equity Ownership
| Holder | Class A Shares | % Class A | Class C Shares | % Class C | Notes |
|---|---|---|---|---|---|
| Jonathan Bram | — | — | — | — | No beneficial ownership reported; “—” in both classes |
Additional alignment and policies:
- Stock ownership guidelines: Directors generally must hold 5x annual cash retainer; restrictions on divestment until guideline met (applies to director program; independent directors receive cash retainers). Compliance status for Mr. Bram not disclosed and he does not receive cash retainers from CWEN .
- Anti‑hedging/pledging: Prohibited for directors .
Governance Assessment
-
Strengths
- Independent CGCN committee with robust cadence (18 meetings in 2024) overseeing conflicts, related‑party transactions, and ESG; Audit committee fully independent with multiple “financial experts” .
- Regular executive sessions, annual board/committee self‑evaluations, director education, and defined risk oversight structure .
- Strong shareholder support on Say‑on‑Pay (~98% in 2024), and independent compensation consultant (Pay Governance) engaged with no identified conflicts .
-
Risk considerations / potential red flags
- Controlled company with non‑independent Chair (Mr. Bram) affiliated with controlling sponsor; board not majority‑independent per NYSE exemptions .
- Non‑independent director (Mr. Bram) serves on Compensation Committee; company relies on NYSE exemption from an entirely independent compensation committee .
- Extensive related‑party dealings with CEG and affiliates (e.g., ~$6.06m paid under Master Services Agreement in 2024; large drop‑down transactions; O&M/ASA fees; insurance paid to TotalEnergies’ captive), elevating conflict oversight demands on CGCN .
- Limited direct ownership alignment at the individual level (no reported CWEN share ownership for Mr. Bram), though alignment may be indirect via GIP/CEG interests; anti‑hedging/pledging mitigates misalignment risks .
-
Implications for investors
- Expect continued sponsor‑driven strategic transactions; CGCN independence and activity are critical safeguards for minority shareholders in reviewing terms with CEG .
- Compensation governance optics warrant monitoring given the non‑independent Chair’s presence on the Compensation Committee, despite engagement of an independent consultant and strong Say‑on‑Pay support .
Notes on Attendance and Engagement
- All incumbent directors met the 75% attendance threshold in 2024; Board met 6 times (5 regular, 1 special) with executive sessions of independent directors; seven of 11 directors attended the 2024 annual meeting .
Director Compensation Program (Context)
| Component (2024) | Independent Directors (for context) |
|---|---|
| Annual cash retainer | $90,000 |
| Annual DSU award | $125,000 grant date fair value |
| Chair retainers | Audit $25k; Compensation $20k; CGCN $20k; ERM $20k (50% cash / 50% equity) |
| Ownership guidelines | 5x annual cash retainer; restrictions on divestment until met |
| Affiliated directors (GIP/TotalE) | Receive no compensation from CWEN |
Related‑Party and Conflict Oversight (Key Facts)
- CGCN committee (all independent) reviews and approves related‑party transactions, potential change‑of‑control matters, and conflict transactions with CEG and affiliates; committee met 18 times in 2024 .
- Examples of 2024 related‑party flows: ~$6.06m paid under CEG Master Services Agreement; numerous drop‑down transactions and O&M/ASA payments; ~$5.995m paid to TotalEnergies’ captive insurance affiliate .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval at the 2024 Annual Meeting was ~98%, indicating strong shareholder support for compensation design and governance practices .