Paige Goodwin
About Paige Goodwin
Paige Goodwin joined Clearway Energy, Inc.’s Board on July 7, 2025, replacing Emmanuel Barrois; she serves on the Energy Risk Management Committee (ERM) . She is Vice President – U.S. Renewables Portfolio at TotalEnergies and previously held legal and business leadership roles at TotalEnergies and was a litigation attorney at Baker Botts; she holds a JD from the University of Pennsylvania Law School and a BA from Duke University . CWEN executed a standard indemnification agreement with her and disclosed no related-party transactions requiring Item 404(a) reporting . Her signature appears among directors on CWEN’s shelf registration filed August 6, 2025, confirming her board status as of that date .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TotalEnergies | VP – U.S. Renewables Portfolio | 2014–present (employed since 2014) | Leadership in renewables portfolio management |
| TotalEnergies | Senior Manager – U.S. Petrochemicals JVs & New Ventures | Dates not disclosed | Business leadership across JV/new ventures |
| TotalEnergies | Assistant General Counsel – U.S. Litigation | Dates not disclosed | Legal leadership; litigation oversight |
| TotalEnergies | Assistant General Counsel – U.S. Refining & Chemicals | Dates not disclosed | Legal leadership; refining/chemicals |
| Baker Botts L.L.P. | Litigation Attorney | Pre-2014 | Complex commercial litigation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | None disclosed | N/A | 8-K provides background; no other directorships listed |
Board Governance
- Committee assignment: Energy Risk Management Committee member; effective July 7, 2025 .
- ERM Committee mandate: oversees risks in the marketing/trading of fuel, transportation, energy, hedging of portfolio obligations; approved six meetings in 2024; independence noted as “1 member” in 2024 .
- Board meeting cadence/attendance (2024): 5 regular meetings, 1 special; all incumbent directors attended ≥75%; regular executive sessions of independent directors .
- Conflicts oversight: Corporate Governance, Conflicts and Nominating Committee (CGCN) held 18 meetings in 2024; independent membership; reviews related-person transactions, sponsor conflicts, and change-of-control risks .
- Compensation governance: Compensation Committee met 4 times in 2024; Pay Governance LLC served as independent consultant advising on director and executive pay and CEO evaluation .
- Governance policies: Board highlights include anti-hedging and anti-pledging policies; annual self-evaluations of the Board and each committee .
Fixed Compensation
| Compensation Element | Amount for Paige Goodwin |
|---|---|
| Annual cash retainer | $0 (CWEN disclosed she “will not receive any separate compensation” as a director) |
| Committee chair/member fees | $0 |
| Meeting fees | Not applicable; not part of CWEN’s director program |
| Context – independent director program (for comparison) | Annual cash retainer $90,000; ERM Chair $20,000; Audit Chair $25,000; Compensation Chair $20,000; CGCN Chair $20,000; Lead Independent Director $25,000 |
Employees or directors affiliated with GIP or TotalEnergies receive no director compensation at CWEN .
Performance Compensation
| Equity/Options | Quantity/Value | Vesting | Performance Metrics |
|---|---|---|---|
| Stock awards (RSUs/DSUs) | $0 (no director compensation for Goodwin) | N/A | N/A |
| Options | $0 (not part of director program) | N/A | N/A |
| PSUs | None for directors; director equity is DSUs time-based | N/A | N/A |
- Independent directors receive annual DSUs valued at $125,000, with dividend equivalent rights; Goodwin, as a TotalEnergies-affiliated director, does not receive these awards .
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Conflict Vector | Governance Mitigation |
|---|---|---|---|
| TotalEnergies | Employer (VP – U.S. Renewables Portfolio) | Sponsor/related party influence; ERM membership aligns with energy risk oversight | CGCN oversees conflicts and related-person transactions; reviews acquisitions from sponsors and change-of-control risks |
| Related Persons | CWEN defines relationships with GIP, TotalEnergies, CEG as “Related Persons” in disclosures | Ongoing sponsor relationships | Board/committee oversight and risk controls outlined in proxy |
Expertise & Qualifications
- Legal credentials: JD (University of Pennsylvania Law School); litigation background at Baker Botts .
- Energy industry leadership: portfolio management and legal roles across renewables, petrochemicals, refining/chemicals at TotalEnergies .
- Risk oversight relevance: ERM committee remit ties to hedging, commodity, credit/liquidity risk—aligned with Goodwin’s energy sector experience .
Equity Ownership
- CWEN beneficial ownership for Goodwin: not disclosed in the 8-K; independent director DSU holdings table as of 12/31/2024 does not include Goodwin (she joined in 2025) .
- Director stock ownership guidelines: 5× annual cash retainer; directors restricted from divesting until attaining the multiple; maintenance required thereafter .
- Anti-hedging/anti-pledging: CWEN policy in place at Board level .
Governance Assessment
- Independence and compensation: CWEN disclosed Goodwin will receive no separate director compensation; CWEN policy states sponsor-affiliated (GIP/TotalEnergies) directors receive no compensation, indicating limited pay-based alignment via CWEN DSUs for Goodwin .
- Committee placement signal: Appointment to ERM concentrates sponsor expertise in risk oversight; ERM had only one independent member in 2024, suggesting continued reliance on affiliated directors for energy risk governance .
- Conflicts controls: CGCN’s high meeting frequency (18 in 2024) and explicit remit over related-person transactions and changes of control provide structural mitigation of potential conflicts arising from sponsor relationships .
- Attendance/governance cadence: Board held 5 regular and 1 special meeting in 2024 with ≥75% attendance among incumbents; independent executive sessions are routine, supporting board effectiveness .
- Legal protections and disclosures: Standard indemnification agreement executed; CWEN reported no Item 404(a) related-party transactions for Goodwin at appointment—a positive signal on conflicts at entry .
RED FLAGS to monitor
- Sponsor-affiliated director compensation and independence: Affiliated directors are unpaid and (based on proxy practice) treated as non-independent; monitor 2026 proxy for explicit independence designation for Goodwin and ERM composition changes .
- ERM independence mix: With only one independent member reported in 2024, track whether committee independence improves post-2025 and review any revisions to the Energy Risk Management Policy approved by ERM .
- Ownership alignment: Absence of CWEN-disclosed equity holdings for Goodwin; monitor future proxies for DSU/equity allocations (if any) and compliance with ownership guidelines .