Sarah Rubenstein
About Sarah Rubenstein
Executive Vice President and Chief Financial Officer (CFO) at Clearway Energy, Inc. (CWEN). Appointed CFO on April 12, 2023, after serving as Senior Vice President (SVP) and Chief Accounting Officer, VP & Controller, and Assistant Controller since joining CWEN in 2018; prior experience includes NRG Energy (2012–2018), EPV Solar, Warner Music Group, and PwC audit. Age 47; she serves as both principal financial officer and principal accounting officer and signs SOX 302 certifications on CWEN’s 10-Ks . Pay-for-performance anchors on cash available for distribution (CAFD) and relative TSR: 2024 CAFD achieved $425m vs $395m target, with five-of-five key milestones hit; Say-on-Pay support was ~98% in 2024; CWEN’s 5-year TSR (value of $100) stood at 166.54 at 2024 year-end .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Clearway Energy, Inc. | EVP & CFO; Principal Financial Officer & Principal Accounting Officer | Apr 2023–present | Leads capital allocation, financing, and reporting; CFO metrics linked to CAFD/TSR . |
| Clearway Energy, Inc. | SVP & Chief Accounting Officer; Principal Accounting Officer | Jan 2022–Mar 2023 | Oversaw financial accounting and reporting . |
| Clearway Energy, Inc. | VP, Accounting & Controller | Nov 2020–Dec 2021 | Managed corporate accounting and financial reporting . |
| Clearway Energy, Inc. | Assistant Controller | Aug 2018–Nov 2020 | Managed corporate accounting and financial reporting . |
| NRG Energy, Inc. | Director, Accounting Research & Financial Reporting | Aug 2012–Aug 2018 | Led technical accounting and reporting for large energy portfolio . |
| EPV Solar, Inc. | Director of Finance | Not disclosed | Finance leadership in solar industry . |
| Warner Music Group | Senior Director, Financial Reporting | Not disclosed | Corporate reporting leadership . |
| PricewaterhouseCoopers | Auditor | Not disclosed | Early career audit grounding . |
Fixed Compensation
Multi-year reported compensation (Summary Compensation Table) for Sarah Rubenstein:
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $324,197 | $369,365 | $418,846 |
| Stock Awards (Grant-Date FV) | $378,417 | $464,062 | $470,513 |
| Non-Equity Incentive (AIP) | $177,125 | $200,200 | $508,300 |
| All Other Compensation | $12,200 | $13,200 | $13,800 |
| Total | $891,939 | $1,046,827 | $1,411,459 |
Base salary and change:
- 2024 annualized base salary: $425,000 (up 10% vs 2023) .
- 2023 annualized base salary: $385,000 (reflecting increases with CFO appointment) .
Performance Compensation
2024 Annual Incentive Program (AIP) Design and Results
| Component | Weight | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|---|
| CAFD | 40% | $320m | $395m | $445m | $425m |
| Key Performance Milestones | 60% | 2 of 5 | 3 of 5 | 5 of 5 | 5 of 5 |
| OSHA Recordables | Adj. | — | — | −5% per recordable | 0 injuries |
AIP opportunity and payout (CFO):
- Target bonus opportunity: 65% of base; threshold 32.5%; max 130% .
- 2024 payout: $508,300; 184% of target; equals 120% of annual base salary achieved; no individual modifier applied .
2024 Long-Term Incentive Awards (LTIP) – Granted April 15, 2024
| Award | Grant Date | Shares/Units | Target | Maximum | Grant-Date FV |
|---|---|---|---|---|---|
| RPSU (3-yr relative TSR) | 4/15/2024 | — | 15,192 | 22,788 | $295,181 |
| RSU (3-yr ratable vest) | 4/15/2024 | 7,796 | — | — | $175,332 |
Program structure and performance link:
- Mix: ~67% RPSUs (relative TSR vs peer group; 25th/50th/75th percentile threshold/target/max with modified target if absolute TSR < −20%); ~33% RSUs (3-year ratable vest) .
- 2022 RPSU tranche vests at 31% of target on 4/15/2025 (based on 2022–2024 TSR) .
Outstanding Equity and Forthcoming Vesting (as of 12/31/2024)
| Type | Unvested Units | Market Value (12/31/24 $26.00) | Vesting Detail (Dates/Units) |
|---|---|---|---|
| RSUs (+ DERs) | 13,399 | $348,374 | 4/15/2025: 5,581 RSUs + 513 DERs; 4/15/2026: 4,279 RSUs + 305 DERs; 4/15/2027: 2,604 RSUs + 117 DERs |
| RPSUs (+ DERs) | 27,638 | $718,588 | 4/15/2025: 8,913 RPSUs + 1,232 DERs at target; 4/15/2026: 2,850 RPSUs + 287 DERs at minimum; 4/15/2027: 15,875 RPSUs + 683 DERs at target (final payout varies with TSR) |
Implication for selling pressure: vesting clusters around mid-April (notably April 15 in 2025–2027), which may create scheduled liquidity windows; however, corporate anti-hedging/anti-pledging policies apply (see below) .
Equity Ownership & Alignment
- Beneficial ownership (as of March 3, 2025): 380 Class A and 27,158 Class C shares; includes 1,300 DERs to be paid in Class C; excludes 6,883 RSUs, 4,276 DERs, and 33,123 RPSUs (unvested/contingent) .
- Ownership guidelines: Executive Vice Presidents required at 3.0x salary; Sarah Rubenstein was at 2.0x vs 3.0x as of March 4, 2024 (shortfall), and met 3.0x as of March 3, 2025 (compliant) .
- Anti-hedging/pledging: Company prohibits hedging and pledging of CWEN securities by executive officers and directors .
| Ownership Guideline | 2024 Status | 2025 Status |
|---|---|---|
| CFO: 3.0x salary | Actual 2.0x (below) | Actual 3.0x (meets) |
Employment Terms
- Change-in-control and severance framework (Other NEOs, including CFO): General severance = 1.5x base salary plus up to 18 months COBRA; CIC double-trigger benefit = 2.99x (base + target bonus) plus pro-rata target bonus and up to 18 months COBRA; subject to release and restrictive covenants; Section 4999 excise-tax cutback to best-net for certain cases .
- Potential payments (Sarah Rubenstein; assuming termination as of 12/31/2024):
- Involuntary termination not for cause: $947,516
- Involuntary not for cause or good reason following CIC: $3,696,164
- Death or disability: $1,565,661
- Equity treatment: Death/disability = full vest at target for performance awards; retirement = continued vesting if >12 months post-grant; CIC period involuntary/Good Reason = RSUs fully vest; RPSU payout per plan (CFO equity follows LTIP terms) .
Clawbacks and policies:
- Dodd-Frank-compliant clawback policy plus company-specific clawback for restatements and misconduct; CEO/CFO also subject to SOX clawback for restatements due to misconduct .
Compensation governance:
- Compensation Committee advised by Pay Governance LLC; program targets median of peer group; peer set adjusted in 2024 (includes capital power/renewables/utilities peers) .
- 2024 Say-on-Pay support ~98%, indicating strong shareholder alignment .
Performance & Track Record Indicators
- 2024 AIP outcomes tied to CAFD and milestones: $425m CAFD (above target), all five milestones achieved; no OSHA recordables impacting payout .
- Pay-versus-performance disclosure: 5-year company TSR index value of 166.54 (value of initial $100 at 12/31/2024); peer index 134.24 .
- CFO signed SOX 302 certifications on 2022–2024 10-Ks, evidencing oversight of internal controls and reporting .
Compensation Structure Analysis
- Cash vs equity mix: AIP at 65% target with results driven by CAFD and milestones; LTIP weighted 67% to RPSUs with capped/modified targets in down markets—emphasizes multi-year TSR alignment .
- Year-over-year CFO base salary: increased to $425,000 in 2024 (+10%), with AIP and LTIP scaling accordingly .
- Governance protections: No tax gross-ups; robust clawbacks; anti-hedging/pledging; ownership guidelines enforced; strong Say-on-Pay support .
Investment Implications
- Alignment: Structure concentrates upside in multi-year TSR (RPSUs) and company CAFD/milestones (AIP), with strict anti-hedge/pledge and ownership rules; CFO is now at guideline, improving skin-in-the-game optics .
- Retention risk: CIC benefits (2.99x) are competitive but not excessive for sector; vesting calendars cluster in mid-April, creating predictable potential selling windows but governed by trading policies .
- Execution signals: 2024 outperformance on CAFD and milestones supports incentive payouts; high Say-on-Pay (98%) suggests investor endorsement of pay design under current leadership .