Marc-Antoine Pignon
About Marc‑Antoine Pignon
Marc‑Antoine Pignon, age 40, is an independent director nominee at Clearway Energy, Inc. (CWEN) who has served on the Board since December 2024; he is currently CEO of TotalEnergies Renewables USA and is not independent under NYSE rules due to affiliation with TotalEnergies . His career spans economics and engineering roles across TotalEnergies since 2006, including business development, EPC, and long‑term planning assignments in Norway, Nigeria, and Australia; he led TotalEnergies Solar France from 2016 and relocated to the U.S. in 2019 to drive TotalEnergies’ renewables efforts; he is a Mines ParisTech graduate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TotalEnergies EP Norge AS | Business Development Economist | 2008–2016 (successive roles across geographies) | Upstream planning and development expertise |
| TotalEnergies EP Nigeria Ltd | EPC Manager | 2008–2016 (successive roles across geographies) | Project execution and engineering leadership |
| TotalEnergies EP Australia | Head of Development & Long‑Term Planning | 2008–2016 (successive roles across geographies) | Strategic planning and portfolio development |
| TotalEnergies Solar France | Head | Started 2016 | Led French renewables arm |
| SunPower Corporation | U.S. renewables leadership transition (corporate role) | From 2019 (moved to U.S.) | Advanced TotalEnergies’ U.S. renewables initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TotalEnergies Renewables USA | Chief Executive Officer | Current | Oversees U.S. renewables strategy and operations |
| SunPower Corporation | Director | Jul 2024 – Nov 2024 | Prior public company board service |
Board Governance
- Independence and affiliation: Listed as “NO” (not independent); affiliated with TotalEnergies .
- Committee assignments: No committee memberships indicated (Audit, Compensation, Corporate Governance/Conflicts/Nominating, Energy Risk Management) .
- Board structure: Controlled company under NYSE rules (majority voting power held via Clearway Energy Group LLC by TotalEnergies and GIP); CWEN avails itself of exemptions from majority‑independent board and entirely independent compensation committee, while maintaining fully independent Audit and Corporate Governance/Conflicts/Nominating committees .
- Attendance and engagement: In 2024, all incumbent directors attended at least 75% of Board and committee meetings; Board held 5 regular and 1 special meeting; independent directors meet in regular executive sessions; Brian R. Ford serves as Lead Independent Director .
- Conflicts oversight: The Corporate Governance, Conflicts and Nominating Committee met 18 times in 2024 and oversees conflicts, related‑party transactions, ESG, and board effectiveness .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | Directors affiliated with TotalEnergies or GIP receive no compensation for director service . |
| Committee chair/membership fees | $0 | Affiliated directors receive no director compensation . |
| Equity (DSUs/RSUs) | $0 | Independent directors receive DSUs; affiliated directors receive none . |
| Meeting fees | $0 | Not applicable for affiliated directors . |
Performance Compensation
| Metric/Instrument | Applies to Director? | Detail |
|---|---|---|
| Annual bonus tied to director performance | No | Affiliated directors receive no director compensation, so no performance‑linked pay . |
| Equity performance awards (director) | No | Independent directors receive DSUs; no performance awards disclosed for affiliated directors . |
Note: Executive officers’ AIP and LTIP metrics (e.g., relative TSR) are disclosed in the CD&A but are not applicable to director compensation for affiliated directors .
Other Directorships & Interlocks
| Entity | Type | Role | Timeframe | Potential Interlock/Conflict Consideration |
|---|---|---|---|---|
| SunPower Corporation | Public company | Director | Jul 2024 – Nov 2024 | Solar sector adjacency; CWEN has strategic sponsorship via CEG controlled by TotalEnergies/GIP, and multiple related‑party transactions with CEG; conflicts are overseen by the Corporate Governance, Conflicts and Nominating Committee . |
| TotalEnergies group | Corporate affiliate | Executive (CEO, TotalEnergies Renewables USA) | Current | Affiliations with controlling stockholder; CWEN is a controlled company with extensive transactions with CEG and TotalEnergies affiliates requiring rigorous conflicts review – –. |
Expertise & Qualifications
- Economics and engineering background with international upstream and renewables experience; led national solar arm and U.S. renewables initiatives .
- Education: Science and executive engineering graduate from Mines ParisTech .
Equity Ownership
| Holder | Class A Shares | % Class A | Class C Shares | % Class C | Notes |
|---|---|---|---|---|---|
| Marc‑Antoine Pignon | — | — | — | — | No individual beneficial ownership disclosed; anti‑hedging and anti‑pledging policies apply to directors . |
| Director stock ownership guideline | — | — | — | — | Directors required to hold 5x annual cash retainer; applicability is disclosed generally at Board level; affiliated directors receive no retainer and no director pay . |
Governance Assessment
- Strengths
- Robust conflicts framework: Independent Corporate Governance, Conflicts and Nominating Committee reviews related‑party transactions, director independence, and ESG matters; conducted 18 meetings in 2024, indicating strong oversight activity .
- Independent Audit Committee and regular executive sessions; Lead Independent Director role enhances independent oversight .
- Anti‑hedging and anti‑pledging policies for directors and officers mitigate misalignment risk .
- Investor support signal: 98% approval on 2024 say‑on‑pay, supporting overall compensation governance (executive program) .
- Risks / Red Flags
- Controlled company status with exemptions from majority‑independent board and fully independent compensation committee reduces formal independence; significant influence from TotalEnergies and GIP .
- Affiliated director with dual role (CEO, TotalEnergies Renewables USA) amidst extensive related‑party activity (O&M, asset management, land leases, drop‑downs, collaboration agreements) increases perceived conflict risk; reliance on committee controls is critical – –.
- No personal CWEN share ownership disclosed for Pignon, limiting direct alignment via equity; director ownership guideline exists but affiliated directors receive no director compensation .
- Auditor independence event required changing auditors due to BlackRock’s acquisition of GIP’s manager, highlighting complex sponsor relationships; PwC appointed for 2024–2025 .
Overall: Board‑level processes for conflicts and independence are well articulated, but investor confidence hinges on vigilant application of the conflicts policy to transactions involving CEG/TotalEnergies affiliates and on transparent disclosure of any director‑specific interests. Pignon’s non‑independent status, lack of CWEN share ownership, and external executive role heighten conflict scrutiny, partially mitigated by the independent committees and policies in place –.