Alexander Pourbaix
Director at NRG
Board
About Alexander Pourbaix
Alexander Pourbaix, age 59, is an independent director of NRG (director since 2023) and serves on the Audit and Compensation Committees. He is Executive Chair (since 2017) and former President & CEO (2017–2023) of Cenovus Energy; previously he held multiple senior roles at TransCanada (now TC Energy), including COO and President of various business units. He currently sits on two other public company boards: Cenovus Energy Inc. and Canadian Utilities Limited. The proxy does not disclose his education; he is not designated as an Audit Committee financial expert at NRG.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cenovus Energy Inc. | Executive Chair | 2017–present | Provides leadership to the board and governance oversight; background includes advocacy, government relations, and ESG engagement. |
| Cenovus Energy Inc. | President & CEO | 2017–2023 | Led corporate strategy and operations. |
| TransCanada (TC Energy) | COO; EVP & President, Development; President, Energy & Oil Pipelines; President, Energy; President, Power | 1998–2017 (various) | Senior leadership across power, pipelines, and development; extensive energy sector operating experience. |
External Roles
| Company | Role | Tenure | Committee roles/notes |
|---|---|---|---|
| Cenovus Energy Inc. | Director | 2017–present | Also Executive Chair. |
| Canadian Utilities Limited | Director | 2019–present | Committee roles not disclosed in NRG proxy. |
Board Governance
- Committee assignments: Audit (member) and Compensation (member). Audit current members include Alexandra Pruner (Chair), Kevin T. Howell, Alexander Pourbaix, and Marcie C. Zlotnik; Compensation current members include E. Spencer Abraham (Chair), Antonio Carrillo, Matthew Carter Jr., Heather Cox, and Alexander Pourbaix. Audit Committee financial experts are designated as Alexandra Pruner and Marcie C. Zlotnik (not Mr. Pourbaix).
- Independence: The Board determined all directors other than the CEO are independent under NYSE standards; committees are composed solely of independent directors.
- Attendance and engagement: In 2024, the Board held 5 regular and 4 special meetings; each director attended more than 75% of Board and applicable committee meetings and all then-sitting directors attended the 2024 annual meeting. Independent directors meet in regular executive sessions.
- Board structure context: 11 directors; annual elections; majority voting; Lead Independent Director is Antonio Carrillo.
Fixed Compensation (Non‑Employee Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Standard NRG director retainer; Mr. Pourbaix elected to receive DSUs in lieu of cash. |
| Committee chair fees | $0 | Not a chair. |
| Lead Independent Director retainer | $0 | Not applicable. |
| Meeting fees | $0 | Not disclosed/applicable. |
| 2024 cash reported (form) | $120,000 | Reported as “Fees Earned or Paid in Cash,” but he elected DSUs instead. |
Performance Compensation (Equity and Structure)
| Instrument | 2024 Grant Value | Key Terms |
|---|---|---|
| Annual equity retainer (DSUs) | $179,010 | DSUs carry dividend-equivalent rights and are payable in common stock upon termination of Board service; closing prices used for 2024 grants: $81.00 (Jun 1, 2024) and $73.50 (Aug 1, 2024). |
| Options | $0 | Non-employee directors held no option awards as of 12/31/2024. |
- Structure and metrics: Director pay consists of cash and equity retainers; DSUs are not subject to performance conditions. Clawbacks and performance metrics described in the CD&A apply to executives, not directors.
Other Directorships & Interlocks
| Company | Sector | Role | Interlock/Notes |
|---|---|---|---|
| Cenovus Energy Inc. | Integrated energy | Executive Chair; Director | Energy-sector overlap; no related-person transactions with NRG disclosed. |
| Canadian Utilities Limited | Utilities | Director | Additional board seat; no related-person transactions with NRG disclosed. |
- Overboarding check: NRG guidelines state other directors should not serve on more than three other public company boards; Mr. Pourbaix serves on two, within the guideline.
Expertise & Qualifications
- Energy leadership and governance: Former CEO and current Executive Chair in the energy sector; experienced in board leadership and governance oversight.
- Advocacy and ESG: Background in industry initiatives, government relations, and ESG engagement; complements NRG’s governance and sustainability oversight framework.
- Financial expertise designation: Not identified as an Audit Committee financial expert at NRG (Pruner and Zlotnik are designated).
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (common) | 7,960 shares | As of Mar 3, 2025; includes DSUs and DERs noted below; “less than 1%.” |
| DSUs and DERs (beneficial footnote) | 7,824 DSUs and 138 DERs | Payable upon ceasing Board service. |
| Stock awards (DSUs & DERs outstanding) | 7,927 units | As of Dec 31, 2024; directors held no option awards. |
| Pledged shares | Policy prohibits pledging | Company maintains anti-hedging and anti-pledging policies. |
| Ownership guidelines | Must retain all stock received while serving; no exceptions in 2024 | Director stock retention policy; no exceptions granted in 2024. |
Governance Assessment
- Positives for investor confidence:
- Independent director with deep energy operating and governance experience; sits on Audit and Compensation Committees, providing oversight of financial reporting and pay practices.
- Strong engagement/attendance culture; directors attended >75% of meetings and meet in regular executive sessions.
- Alignment signals: elected to take DSUs in lieu of cash; directors must hold all stock while serving; anti-hedging/anti-pledging policy in place.
- Potential risks/monitoring items:
- External workload: Executive Chair of Cenovus and two outside public boards—still within NRG’s overboarding limits, but time commitments should be monitored.
- Sector interlocks: Overlap with energy sector peers; no related-person transactions involving Mr. Pourbaix are disclosed in the proxy; NRG has a formal related-party review policy.
- Shareholder sentiment context: Say-on-Pay support at the 2024 annual meeting was approximately 79% (moderate support); the Compensation Committee uses an independent consultant (Pay Governance) and engages with investors on program design.
Director Compensation (2024 reported)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash (elected as DSUs) | 120,000 |
| Stock Awards (DSUs) | 179,010 |
| Total | 299,010 |
Notes: Directors may elect to receive all or a portion of cash retainers in DSUs; Mr. Pourbaix elected DSUs. DSUs accrue dividend equivalents and are payable in common stock at separation from Board service. Closing prices used for 2024 grants: $81.00 (Jun 1, 2024) and $73.50 (Aug 1, 2024).
Board Governance (Committee Detail)
| Committee | Role | Current Roster/Notes |
|---|---|---|
| Audit | Member | Current members: Pruner (Chair), Howell, Pourbaix, Zlotnik; designated financial experts: Pruner and Zlotnik. |
| Compensation | Member | Current members: Abraham (Chair), Carrillo, Carter, Cox, Pourbaix; independent consultant: Pay Governance. |
Related‑Party Exposure and Policies
- Policy framework: NRG’s Related Person Policy requires Governance & Nominating review/approval of transactions over $50,000 involving directors or related parties; certain routine transactions can be pre-approved.
- Disclosures: The proxy does not disclose any related-person transactions involving Mr. Pourbaix.
Attendance and Tenure
- Years of service on NRG Board: Since 2023 (standing for annual election).
- Attendance: Each director attended >75% of Board and committee meetings in 2024; all then-sitting directors attended the 2024 annual meeting.