Antonio Carrillo
Lead Independent Director at NRG
Board
About Antonio Carrillo
Antonio Carrillo is NRG’s Lead Independent Director and has served on the Board since 2019; he is 58 years old and is currently President and Chief Executive Officer of Arcosa, Inc. . He was appointed Lead Independent Director effective August 1, 2024, concurrent with the Board’s decision to combine the Chair and CEO roles at NRG under Lawrence Coben . Carrillo is classified as an independent director and currently serves on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orbia Advance Corporation | Chief Executive Officer | 2012 – Feb 2018 | Led a global industrials/chemicals enterprise, bringing large-scale operating and M&A experience . |
| Trinity Industries Inc. | SVP & Group President, Construction, Energy, Marine & Components | Apr 2018 – Nov 2018 | Oversight across diversified industrial segments; customer-facing exposure relevant to NRG . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcosa Inc. | President & Chief Executive Officer; Director | Nov 2018 – Present | Industrial/infrastructure operator; adds customer and execution perspective to NRG . |
| Dr Pepper Snapple Group, Inc. | Director (Former) | 2015 – 2018 | Former public company board experience . |
| Trinity Industries Inc. | Director (Former) | 2014 – Nov 2018 | Former public company board experience . |
Board Governance
- Roles and independence: Lead Independent Director since Aug 1, 2024; independent; member, Compensation Committee (current) .
- Committee history: Served on Audit Committee until August 2024; since then, not listed among current Audit members; currently on Compensation Committee (with E. Spencer Abraham as Chair) .
- LID responsibilities: Reviews Board agendas with the Chair/CEO, recommends topics, serves as liaison to independent directors, presides over executive sessions, and is designated as an alternate member of all committees to replace absent/disqualified members .
- Attendance and engagement: In 2024, the Board held 5 regular and 4 special meetings; all then-sitting directors attended the 2024 annual meeting, and each director attended more than 75% of Board and committee meetings during their service periods .
- Committee meeting cadence in 2024 (context for workload): Audit (4 regular, 0 special), Compensation (4 regular, 0 special), Governance & Nominating (4 regular, 4 special) .
Fixed Compensation
NRG’s director pay framework emphasizes a mix of cash and equity retainers, with additional retainers for leadership roles, including LID; directors can elect DSUs in lieu of cash .
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual Cash Retainer ($) | 110,000 | 120,000 |
| Annual Equity Retainer ($) | 179,000 | 179,000 |
| Lead Independent Director Retainer ($) | 45,000 | 45,000 |
| Audit Committee Chair Retainer ($) | 35,000 | 35,000 |
| Other Committee Chair Retainer ($) | 20,000 | 20,000 |
Director-specific reported totals:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 110,000 | 138,740 |
| Stock Awards ($) | 179,010 | 201,575 |
| Total ($) | 289,010 | 340,315 |
Notes:
- Carrillo elected to forgo cash compensation and receive DSUs in both 2023 and 2024, indicating stronger equity alignment; 2024 increase reflects LID responsibilities effective Aug 1, 2024 .
- Retainer cash/DSU split: 50% of LID and chair retainers delivered in DSUs; directors may elect DSUs for cash retainers as well .
Performance Compensation
Directors do not receive performance-based equity; awards are delivered as DSUs (time-based), with dividend equivalent rights (DERs) and settlement per director deferral elections .
| DSU Detail | FY 2023 | FY 2024 |
|---|---|---|
| Grant date share-price basis | $32.40 (Jun 1, 2023); $48.76 (Dec 15, 2023); $56.71 (Mar 1, 2024) | $81.00 (Jun 1, 2024); $73.50 (Aug 1, 2024) |
| Vehicle | DSUs with DERs (no options) | DSUs with DERs (no options) |
| Vesting/Settlement | Payable per deferral elections; forfeiture for cause | Payable per deferral elections; forfeiture for cause |
Other Directorships & Interlocks
| Company | Nature | Overlap/Interlock Notes |
|---|---|---|
| Arcosa Inc. | Public company; Carrillo is CEO and Director | Listed as Carrillo’s sole current other public board; no NRG-disclosed related party transactions noted in provided sections; G&N Committee reviews potential conflicts . |
| Former: Dr Pepper Snapple Group; Trinity Industries | Former public company boards | Historical board experience (not current) . |
Expertise & Qualifications
- Executive management across industrial and infrastructure sectors; customer-facing board experience provides diverse customer perspectives valuable to NRG’s retail and business segments .
- Prior CEO experience (Orbia) and multi-segment operating leadership at Trinity supports oversight of strategy, capital allocation, and operations .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Class |
|---|---|---|
| Mar 4, 2024 | 36,831 | * (<1%) |
| Mar 3, 2025 | 41,429 | * (<1%) |
Additional alignment and trading controls:
- Company policy prohibits directors from hedging or pledging NRG shares, supporting alignment with long-term shareholders .
- Corporate governance guidelines include director stock ownership guidelines; the company maintains executive and director ownership standards (director multiples not specified in the provided excerpts) .
- Section 16 compliance: the company reported certain late filings for specified executives and one director in 2024; Carrillo was not named among late filers in that disclosure .
Governance Assessment
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Strengths
- Independence and leadership: Independent LID role since Aug 1, 2024, with enhanced agenda-setting and executive-session leadership; also designated alternate on all committees, improving Board continuity and oversight .
- Engagement: Board and committee attendance thresholds met (>75% in 2024); full Board attendance at 2024 annual meeting indicates engagement culture .
- Alignment: Elected to receive DSUs in lieu of cash in 2023 and 2024, signaling long-term equity alignment; anti-hedging/anti-pledging policies reinforce alignment .
- Relevant oversight experience: Current member of Compensation Committee; prior Audit Committee service through Aug 2024 provides cross-committee perspective .
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Watch items
- External time commitments: Concurrent CEO role at Arcosa; while not a disclosed conflict, investors should monitor any related-party transactions or supply/customer linkages; NRG’s G&N Committee actively reviews potential conflicts .
- Compensation structure: Director pay increased in 2024 alongside LID appointment; structure remains retainer-based with equity in DSUs and does not include performance metrics for directors—appropriate, but investors may monitor pay levels relative to peers over time .
- Information flow and risk oversight: With LID and combined Chair/CEO structure, effectiveness hinges on LID role execution; NRG discloses strong LID responsibilities and independent committee leadership to balance this governance configuration .
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Overall view: Carrillo’s independence, DSU elections, and cross-committee experience, combined with his LID role, are constructive for board effectiveness and investor confidence, with standard controls in place for conflicts and trading practices .