Alexandra Pruner
Director at NRG
Board
About Alexandra Pruner
Independent director of NRG since 2019; Age 63. Current roles: Chair of the Audit Committee and member of the Finance & Risk Management Committee, designated as an Audit Committee Financial Expert. Background includes senior finance leadership and energy investment banking; currently Senior Advisor at Perella Weinberg Partners; previously Partner & CFO at Perella Weinberg Partners and Co‑Founder & CFO at Tudor, Pickering, Holt & Co.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perella Weinberg Partners | Partner & Chief Financial Officer | Dec 2016 – Nov 2018 | Senior finance leadership at a global advisory firm |
| Tudor, Pickering, Holt & Co. | Co‑Founder & Chief Financial Officer | Feb 2007 – 2016 | Built energy investment banking platform; finance oversight |
| Perella Weinberg Partners; Tudor, Pickering, Holt & Co. | Senior Advisor | Dec 2018 – Present | Strategic advisory in energy finance |
External Roles
| Company | Role | Tenure | Committees (if disclosed) |
|---|---|---|---|
| Plains All American Pipeline, L.P. | Director | Dec 2018 – Present | Not disclosed in NRG proxy |
| Anadarko Petroleum Corporation | Director (former) | Nov 2018 – Aug 2019 | Not disclosed in NRG proxy |
Board Governance
- Independence: Board determined all directors other than CEO are independent; Pruner is independent under NYSE standards and NRG guidelines .
- Committee leadership: Audit Committee Chair; Finance & Risk Management Committee member; designated Audit Committee Financial Expert .
- Committee transitions: Effective Aug 1, 2024 Pruner was appointed Audit Chair; Finance & Risk Chair transferred to Elisabeth Donohue .
- Attendance and engagement: All directors attended the 2024 Annual Meeting; each director attended >75% of Board and committee meetings; Board held 5 regular and 4 special meetings in 2024; regular executive sessions of independent directors .
- Shareholder engagement signals: NRG engaged investors representing > two‑thirds of outstanding shares in 2024; fall campaign covered ~40% of shares; CEO and Lead Independent Director participated in select meetings .
- Say‑on‑pay context: 2024 say‑on‑pay received ~79% support; Compensation Committee reviewed feedback and program alignment .
Fixed Compensation
| Element | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer (standard) | 120,000 | Non‑employee director cash retainer |
| Committee Chair Retainer – Audit | 35,000 | 50% cash / 50% DSUs by default |
| Other Committee Chair Retainer | 20,000 | Not applicable to Pruner in 2024 |
| Lead Independent Director Retainer | 45,000 | Not applicable to Pruner |
| 2024 Fees Earned or Paid in Cash – Pruner | 136,247 | Reflects committee chair and service changes effective Aug 1, 2024 |
Performance Compensation
| Element | Amount / Detail | Notes |
|---|---|---|
| Annual Equity Retainer (standard) | 179,000 | Granted in DSUs; directors can elect DSUs for cash portion |
| 2024 Stock Awards – Pruner | 196,625 | Grant date fair values of DSUs; valued at $81.00 (Jun 1, 2024) and $73.50 (Aug 1, 2024) per share |
| DSU Mechanics | Payable per deferral election on separation; includes Dividend Equivalent Rights (DERs) | DERs vest proportionately with DSUs |
Performance metric oversight (company context relevant to compensation governance):
| Metric | Weight | 2024 Result (% of Target) | Definitions/Notes |
|---|---|---|---|
| Adjusted FCFbG | 45% | ~200% | As defined in proxy CD&A |
| Adjusted EBITDA | 40% | ~185% | As defined in proxy CD&A |
| ESG Composite | 15% | 128% | Customers (CFI/NPS), Environment (EKPI), People (well‑being/inclusion) |
Governance policies supporting pay‑for‑performance and investor alignment:
- No excise tax gross‑ups on change‑in‑control; no perq tax gross‑ups other than relocation; anti‑hedging and anti‑pledging; double‑trigger CIC for cash severance and equity vesting; robust clawback policy .
Other Directorships & Interlocks
| Entity | Sector Relationship to NRG | Interlock/Exposure Notes |
|---|---|---|
| Plains All American Pipeline, L.P. | Midstream pipelines (energy infrastructure) | The Board annually reviews independence, including transactions where directors or their companies receive electricity or natural gas services from NRG; Pruner remains independent . |
| Anadarko Petroleum Corporation (former) | E&P (oil & gas) | Former role; not a current interlock . |
Expertise & Qualifications
- Finance leadership: Former Partner & CFO at Perella Weinberg Partners; Co‑Founder & CFO at Tudor, Pickering, Holt & Co. .
- Energy sector experience: Deep exposure to energy investment banking and Houston/Texas market networks .
- Audit oversight: Audit Committee Chair and designated Audit Committee Financial Expert; committee oversees financial reporting integrity, auditors, internal audit, and compliance .
- Risk management: Member, Finance & Risk Management Committee overseeing capital structure, liquidity, trading, cybersecurity, and enterprise risk program .
Equity Ownership
| Holding Type | Amount | As‑of Date | Percent of Class |
|---|---|---|---|
| Common Stock (beneficial) | 29,460 | Mar 3, 2025 | Less than 1% |
| DSUs included in beneficial ownership | 26,471 | Mar 3, 2025 | Payable upon cessation of Board service |
| DERs included in beneficial ownership | 2,905 | Mar 3, 2025 | Dividend equivalents tied to DSUs |
| Options | None | Dec 31, 2024 | Non‑employee directors did not own options |
Stock ownership alignment:
- Directors must retain all stock received as compensation during service; exceptions permitted only under special circumstances; no exceptions in 2024 .
- Anti‑hedging and anti‑pledging policies apply to directors .
Section 16 and insider trading:
- Proxy identifies late Form 4 filings for certain officers and one director (Howell) due to administrative issues; Pruner not listed among late filers for 2024 .
Governance Assessment
- Board effectiveness: Pruner’s finance and audit credentials align with NRG’s risk profile and complex capital markets activities; her elevation to Audit Chair in Aug 2024 strengthens financial oversight; the Audit Committee includes multiple financial experts .
- Independence and conflicts: Board’s annual independence review covers commercial relationships (including utility services provided to directors or their companies); Pruner affirmed independent; related‑party transactions reviewed/approved via formal policy with G&N Committee oversight and thresholds .
- Engagement and accountability: Strong investor outreach (two‑thirds of shares) and regular executive sessions support accountability; say‑on‑pay at ~79% indicates room for continued investor dialogue but overall support for comp framework that Pruner oversees as Audit Chair interacting with Compensation Committee reporting .
- Compensation alignment signals: Clear pay‑for‑performance design (AIP and LTIP), robust clawback, anti‑hedging/pledging, and double‑trigger CIC mitigate red‑flag risks; director compensation uses DSUs, enhancing ownership alignment .
- Red flags observed: None specific to Pruner disclosed in proxy (no pledging, no related‑party transactions noted, no late Section 16 filings); continued monitoring warranted for potential interlocks or energy‑sector exposures via external boards under the Related Person Policy .