Kevin P. Malcarney
About Kevin P. Malcarney
Executive Vice President, General Counsel and Corporate Secretary of Clearway Energy, Inc. since January 2022; General Counsel, Corporate Secretary and Chief Compliance Officer since May 2018. Age 58. Education: JD/MBA, Rutgers University School of Law (Camden); BBA in Marketing, The Wharton School, University of Pennsylvania . Compensation program links annual incentives to CAFD and milestone execution and long-term incentives primarily to relative TSR; in 2024 CWEN delivered CAFD of $425 million (above target) and cumulative TSR value of $166.54 per $100 invested versus peer index $134.24, supporting pay-for-performance alignment . Say‑on‑pay support was ~98% at the 2024 annual meeting, indicating strong shareholder endorsement of compensation design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clearway Energy, Inc. | EVP, General Counsel & Corporate Secretary | Jan 2022 – present | Senior legal executive for governance, compliance, and corporate secretary functions |
| Clearway Energy, Inc. | General Counsel, Corporate Secretary & Chief Compliance Officer | May 2018 – Jan 2022 | Led legal/compliance functions through sponsor changes and drop-down growth |
| NRG Energy, Inc. | VP & Deputy General Counsel (new businesses, M&A, divestitures, project financings) | Prior to 2018 (dates not disclosed) | Managed large team across geographies; extensive transactional execution |
| AmLaw 100 law firms (Princeton, NJ; Philadelphia, PA) | Corporate/M&A/Project Finance Attorney | Prior to NRG (dates not disclosed) | Advised on M&A, project finance, and corporate matters |
External Roles
No public company directorships or external roles disclosed in the proxy biography .
Fixed Compensation
| Item (FY2024 unless noted) | Detail |
|---|---|
| Annualized Base Salary | $428,480 (+4% YoY) |
| AIP Target | 65% of base salary; threshold 32.5%; max 130% |
| AIP Actual (2024) | $512,462; paid at 184% of target; no individual modifier applied |
| Perquisites/Benefits | 401(k) match $13,800; financial advisor services $3,000; total “All Other Compensation” $16,800 |
Performance Compensation
2024 Annual Incentive Plan (AIP) – Metrics and Outcomes
| Metric | Weight | Target | Actual | Payout Note |
|---|---|---|---|---|
| CAFD | 40% | $395 million | $425 million | Above target, below max |
| Key Performance Milestones | 60% | 3 of 5 | 5 of 5 | Maximum on milestone component |
| OSHA Recordables | n/a | 0 | 0 | No negative adjustment |
| Kevin P. Malcarney AIP Outcome | — | 100% = 65% of salary | 184% of target | Annual incentive paid $512,462 |
2024 Long-Term Incentive Plan (LTIP) – Structure and Grants
- Mix and design: ~67% RPSUs (relative TSR vs Performance Peer Group, 3-year performance) and ~33% RSUs (time-based, 3-year ratable vest) .
- RPSU payout curve: Threshold 25th percentile = 25%; Target 50th percentile (or 60th if absolute TSR < −20%) = 100%; Maximum 75th percentile = 150% .
| Award Type | Grant Date | Units (Target) | Threshold/Max Units | Grant Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|---|
| RPSU | 4/15/2024 | 15,316 | 3,829 / 22,974 | $297,590 | 3-year relative TSR; payout 25%–150% per curve |
| RSU | 4/15/2024 | 7,859 | — | $176,749 | Vests 1/3 each year over 3 years |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership (as of Mar 3, 2025) | 600 Class A shares; 72,787 Class C shares; includes 1,088 DERs to be paid in Class C; excludes 7,043 RSUs, 3,026 DERs, and 26,284 RPSUs (unvested) |
| Outstanding Unvested (12/31/2024) | RSUs: 13,900 (est. mkt value $361,400 at $26.00); RPSUs (target): 30,024 (est. mkt value $780,624) |
| Upcoming RSU Vesting Schedule | 5,862 RSUs + 558 DERs on 4/15/2025; 4,418 RSUs + 319 DERs on 4/15/2026; 2,625 RSUs + 118 DERs on 4/15/2027 (with tax withholding noted for retirement eligibility) |
| Upcoming RPSU Performance Tranches | 10,970 target RPSUs on 4/15/2025 (payout at target if achieved); 3,050 minimum on 4/15/2026; 16,004 target on 4/15/2027 |
| Ownership Guidelines (NEOs) | 3.0x base salary; Kevin at 8.0x as of Mar 3, 2025 (in compliance) |
| Anti-Hedging / Anti-Pledging | Company prohibits hedging and pledging by officers and directors |
| 2024 Vested Shares (realized) | 11,822 shares vested; value realized $265,936 (includes RSUs, RPSUs, DERs that vested in 2024) |
| AIP/CAFD Linkage | AIP includes CAFD and milestone metrics; 2024 achieved $425m CAFD and 5/5 milestones |
Employment Terms
| Provision | Kevin P. Malcarney |
|---|---|
| Employment Agreement | None; covered by Company plans and award agreements |
| Severance (non‑CIC) | General severance equals 1.5x base salary (lump sum) plus up to 18 months COBRA reimbursement, per CIC/General Severance Plan (for Other NEOs) |
| Change‑in‑Control (CIC) Cash | Double‑trigger; upon qualifying termination within CIC period, cash benefit equals 2.99x (base salary + target annual incentive), plus pro‑rated target bonus and 18 months COBRA reimbursement (best‑net cutback to avoid 280G excise tax if beneficial) |
| Equity on Death/Disability | RSUs and RPSUs vest in full; RPSUs deemed achieved at target |
| Equity on CIC (Double‑Trigger) | RSUs vest in full; RPSU payout per plan/committee determination (double‑trigger acceleration) |
| Retirement Eligibility | Met “Qualified Retirement” in 2022; upon retirement (>12 months post‑grant), RSUs/RPSUs remain eligible to vest per schedule |
| Clawback | Dodd‑Frank compliant clawback plus Company-specific clawback for restatement/misconduct; SOX clawback for CEO/CFO also applies |
| Anti‑Hedging/Pledging | Hedging and pledging prohibited |
| Non‑Compete/Non‑Solicit | CIC Plan requires non‑competition, non‑solicitation and non‑disparagement covenants for one year post‑termination (plus confidentiality/IP obligations) |
| Pay Design Governance | Other NEO total direct compensation targeted at median of compensation peer group; independent consultant Pay Governance advises committee |
Performance Compensation – Design Detail (for reference)
| Element | Metric | Weighting | Target | Vesting / Payout |
|---|---|---|---|---|
| AIP (annual) | CAFD | 40% | $395m | Paid between target and max in 2024; overall individual payout 184% of target |
| AIP (annual) | Key Performance Milestones | 60% | 3 of 5 | Achieved 5 of 5 (max for component) |
| LTIP (3-yr) | Relative TSR (RPSUs) | ~67% | 50th pct (60th pct if abs TSR < −20%) | 25%–150% payout; 2022 grant vests at 31% on 4/15/2025 |
| LTIP (time) | RSUs | ~33% | Service-based | 1/3 per year over 3 years |
Compensation Committee, Shareholder Feedback, and Policies
- Strong say‑on‑pay approval (~98% in 2024) .
- Independent consultant (Pay Governance) supports program design and benchmarking .
- No excise tax gross‑ups on CIC; no perquisite gross‑ups; no option repricing; no options below FMV .
- Controlled company under NYSE rules; independent Audit and Governance committees; anti‑hedging/pledging policy enforced .
Investment Implications
- Alignment: High. AIP ties to CAFD and execution milestones; LTIP majority performance-based on relative TSR with rigorous payout curve and negative absolute TSR guardrail (for post‑2024 grants) . Ownership at 8.0x salary and anti‑hedging/pledging policy reinforce alignment .
- Retention/Selling Pressure: Multi‑year RSU/RPSU vesting through 2027 and retirement eligibility mean continued equity realization; 2025–2027 scheduled vesting could create periodic selling or withholding for taxes, but ownership guideline and policy constraints mitigate misalignment risk .
- Change‑in‑Control Economics: Double‑trigger equity and 2.99x multiple are market‑standard; best‑net excise cutback reduces shareholder-unfriendly gross‑up risk .
- Governance Context: As a controlled company, some NYSE governance exemptions apply; however, strong say‑on‑pay result and independent committee structures reduce governance risk for compensation oversight .
Bottom line: Malcarney’s pay mix (AIP CAFD/milestones; TSR‑based LTIP), strong ownership, and restrictive policies indicate solid pay‑for‑performance alignment with manageable retention and selling‑pressure dynamics. Watch upcoming vest dates and TSR peer performance for signals on realized pay and incentive pressure **[1567683_0001104659-25-023538_tm252389-2_def14a.htm:63]** **[1567683_0001104659-25-023538_tm252389-2_def14a.htm:67]** **[1567683_0001104659-25-023538_tm252389-2_def14a.htm:77]**.