Olivier Jouny
About Olivier Jouny
Senior Vice President in TotalEnergies’ Renewables division; appointed to Clearway Energy, Inc.’s Board in October 2024. Age 44. Mechanical engineer (Mines ParisTech). Not independent; no committee assignments listed. Background spans gas and power marketing, LNG downstream, upstream E&P roles (Yemen, France, Republic of Congo), marine fuels (Singapore), and Angola country leadership; led Integrated Power (Jan 2023–Aug 2024), developing expertise in electricity markets and flexible generation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TotalEnergies (Gas & Power) | Marketing (European gas), LNG downstream development (North & Central Americas) | Not disclosed | Commercial foundations in power and LNG markets |
| TotalEnergies (E&P) | Commercial Manager, Yemen LNG; Head of E&P New Ventures Economics; Business Development Manager, Total E&P Congo | Not disclosed | Upstream commercial, economics, and BD leadership |
| TotalEnergies (Marketing & Services) | Managing Director, Total Marine Fuels (Singapore) | Appointed Sept 2016 | Global bunkering business leadership |
| TotalEnergies E&P (Angola) | Managing Director; Country Chair | Not disclosed | Country leadership and operations oversight |
| TotalEnergies (Gas, Renewables & Power) | Senior Vice President, Integrated Power | Jan 2023–Aug 2024 | Electricity markets and flexible generation expertise |
| TotalEnergies (Renewables) | Senior Vice President, Renewables | Current | Global renewables portfolio leadership |
External Roles
| Organization | Role | Tenure | Public Company Boards |
|---|---|---|---|
| TotalEnergies | Senior Vice President, Renewables | Current | 0 other public company boards |
Board Governance
- Independence: Not independent (affiliated with TotalEnergies).
- Committee memberships: None disclosed for Jouny.
- Board structure: 11 directors; Lead Independent Director is Brian R. Ford; separate Chair and CEO; 2024 meetings—5 regular, 1 special; executive sessions held regularly.
- Attendance: All incumbent directors attended at least 75% of Board and committee meetings in 2024.
- Controlled company: Clearway is controlled via Clearway Energy Group LLC (CEG), equally owned by TotalEnergies and GIP; avails NYSE exemptions (not majority independent board; compensation committee not entirely independent), though Corporate Governance, Conflicts and Nominating Committee is entirely independent.
- Committee activity (2024): Audit—4 meetings; Compensation—4; Corporate Governance, Conflicts and Nominating—18; Energy Risk Management—6.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $0 | Directors affiliated with GIP or TotalEnergies receive no compensation. |
| Committee Chair/Member Fees | $0 | No compensation for affiliated directors. |
| Equity (DSUs/Stock Awards) | $0 | Independent directors receive DSUs/stock awards; affiliated directors do not. |
Performance Compensation
| Component | Terms | Metrics |
|---|---|---|
| Director Performance Awards | None | CWEN does not provide performance-based director pay; independent directors receive fixed cash + DSUs; affiliated directors receive none. |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None | — | — | Jouny disclosed zero other public company boards. |
Board interlocks to note for conflict context: Two other TotalEnergies-affiliated directors (Marc‑Antoine Pignon and Emmanuel Barrois) serve on CWEN’s Board, while sponsors (GIP via BlackRock and TotalEnergies) collectively control over 50% voting power through CEG.
Expertise & Qualifications
- Education: Mechanical engineering, Mines ParisTech.
- Technical/industry: Electricity markets, renewables, flexible generation; LNG/downstream gas; upstream E&P; marine fuels/bunkering; country-level leadership.
- Board qualification emphasis: Engineering, energy, and leadership experience cited as value to CWEN.
Equity Ownership
| Holder | Class A Shares | Class C Shares | % of Class A | % of Class C | Notes |
|---|---|---|---|---|---|
| Olivier Jouny | — | — | 0% | 0% | No beneficial ownership reported as of March 3, 2025. |
| Company policies | — | — | — | — | Anti‑hedging and anti‑pledging policies apply to directors. |
| Director stock ownership guideline | — | — | — | — | Guideline equal to 5x annual cash retainer (market‑consistent). |
Governance Assessment
- Independence and potential conflicts: Jouny is a non‑independent director affiliated with TotalEnergies, a sponsor that (with GIP/BlackRock) controls a majority of voting power through CEG—heightening related‑party and control risks.
- Related‑party exposure: Extensive ongoing transactions with CEG and TotalEnergies—Master Services Agreement fees (~$6.06M in 2024), O&M fees across multiple assets, asset management/admin services, land leases, insurance premiums to TotalEnergies’ captive, and development collaboration RA agreements—underscore conflict sensitivity.
- Oversight mitigants: Corporate Governance, Conflicts and Nominating Committee (all independent; 18 meetings in 2024) reviews and approves related person transactions under a formal policy; Board conducts annual self‑evaluations; regular executive sessions; anti‑hedging/pledging policy.
- Alignment concerns: As an affiliated director, Jouny receives no cash or equity compensation from CWEN and has no reported beneficial ownership—limiting direct “skin‑in‑the‑game” alignment versus independent directors who hold DSUs and are subject to ownership guidelines.
- Additional governance signals: Energy Risk Management Committee not fully independent (only one member independent), appropriate given operating needs but a consideration for risk oversight in a controlled company.
- Shareholder sentiment: Say‑on‑pay received ~98% support in 2024, indicating broad investor acceptance of CWEN’s compensation framework for executives; not directly applicable to director pay but reflects governance credibility.
RED FLAGS
- Non‑independent sponsor‑affiliated director in a controlled company with extensive related‑party transactions (structural conflict risk).
- No disclosed equity ownership or director compensation for Jouny—reduced alignment with public shareholders compared to independent directors with DSUs and guidelines.
- Multiple sponsor‑affiliated directors on the Board, increasing potential influence from TotalEnergies/CEG across strategic and transactional matters.
Mitigants
- Independent Conflicts Committee with robust activity and formal related‑party review policy; regular executive sessions; anti‑hedging/pledging policies; Lead Independent Director structure.