Brian Curci
Executive Vice President and General Counsel at NRG
Executive
About Brian Curci
Executive Vice President and General Counsel at NRG, overseeing Legal, Regulatory, Environmental, Compliance, and Government Affairs/Policy functions; joined NRG in 2007 after serving as an associate at Saul Ewing LLP; holds a B.A. in Economics (Fairfield University) and J.D. (Widener University School of Law) . Listed as a Named Executive Officer (NEO) in NRG’s 2025 proxy with the title Executive Vice President and General Counsel . Compensation is performance-linked: 2024 AIP metrics were Adjusted FCFbG, Adjusted EBITDA, and ESG, delivering a 183% corporate result and a 196% individual payout for Curci; RPSUs vest off three-year relative TSR (S&P 500 constituents) and paid at 200% on Jan 2, 2025 following ~156% absolute TSR over the period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NRG Energy | Executive Vice President & General Counsel | Feb 2021 – Present | Leads legal, regulatory, environmental, compliance, and government affairs, aligning legal posture with corporate strategy . |
| NRG Energy | Senior Vice President & General Counsel | Mar 2018 – Mar 2021 | Elevated governance and securities oversight; deepened alignment of legal risk management with growth initiatives . |
| NRG Energy | Senior Vice President & Deputy General Counsel | Apr 2017 – Mar 2018 | Strengthened legal operations; supported complex corporate transactions and governance . |
| NRG Energy | Corporate Secretary | Oct 2011 – Mar 2018 | Enhanced board governance processes and disclosure practices . |
| NRG Energy | Various roles in Legal Department | 2007 – Present | Progressive legal leadership across public company and energy regulatory matters . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Saul Ewing LLP (Philadelphia) | Associate | Sep 2003 – May 2007 | Focused on public company legal matters; foundation in securities and corporate governance . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (earnings, $) | $512,692 | $527,479 | $554,354 |
| Base Salary (as of Dec 31, $) | — | — | $600,000 |
| AIP Target (% of Base) | — | — | 100% |
| AIP Paid ($) | $272,950 | $1,060,900 | $1,174,860 |
| Total Compensation ($) | $2,027,696 | $3,388,314 | $3,593,433 |
Performance Compensation
Annual Incentive Plan (AIP) – Company Metrics and Curci Payout
| Metric | Weight | Threshold | Target | Maximum | Actual Result | AIP Metric Result |
|---|---|---|---|---|---|---|
| Adjusted FCFbG ($mm) | 45% | $1,357 | $1,940 | $2,135 | $2,153 | 200% |
| Adjusted EBITDA ($mm) | 40% | $2,378 | $3,400 | $3,742 | $3,690 | 185% |
| ESG | 15% | 50% | 100% | 200% | 128% | 128% |
| Final Weighted AIP Result | — | — | — | — | — | 183% |
| Executive | Base Salary (Dec 31, 2024) | AIP Target (%) | Percent of Target Achieved | Individual Modifier | Total AIP Achieved | Total AIP Paid ($) |
|---|---|---|---|---|---|---|
| Brian Curci | $600,000 | 100% | 183% | +7% | 196% | $1,174,860 |
Long-Term Incentive Plan (LTIP) – Grants and Vesting
| Award Type | Grant Date | Target Shares | Max Shares | Grant Date Fair Value ($) |
|---|---|---|---|---|
| RPSU (relative TSR) | 1/2/2024 | 18,722 | 37,444 | $1,243,890 |
| RSU (time-based) | 1/2/2024 | 11,955 | — | $600,380 |
| Vesting Schedule – RSUs (Inclusive of DERs) | 1/2/2025 | 1/2/2026 | 1/2/2027 |
|---|---|---|---|
| Units vesting (#) | 14,239 | 10,728 | 4,086 |
| Vesting Schedule – RPSUs (Inclusive of DERs) | 1/2/2025 | 1/2/2026 | 1/2/2027 |
|---|---|---|---|
| Units vesting (#) | 16,109 | 32,924 | 19,161 |
- RPSUs paid at 200% of target on Jan 2, 2025 based on ~156% absolute TSR over the 3-year period and 98th percentile relative TSR vs S&P 500 constituents .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Mar 3, 2025) | 93,667 common shares; Percent of Class “*” (per proxy table), out of 203,666,967 shares outstanding . |
| Ownership Guidelines | Target multiple: 3.0x base salary; Actual: 19.0x (based on $100.25 share price on Mar 3, 2025) . |
| Outstanding RSUs (FY-end 12/31/2024) | 29,053 units; market value $2,621,162 . |
| Outstanding RPSUs (FY-end 12/31/2024) | 68,194 unearned units; market value $6,152,463 (assumes target) . |
| Pledging/Hedging Policy | Prohibited for NEOs and directors . |
| 10b5-1 Trading Plan | Adopted 8/8/2025; plan to sell up to 107,220 shares between 1/5/2026–7/31/2026, subject to price limits, tax withholding, and actual vesting of PSUs/DERs . |
| Form 4 Update (Aug 1, 2025) | Acquisition of 58 shares (DERs settlement) at $0; beneficial ownership after: 116,195 shares (direct) . |
Employment Terms
- Severance and Change-in-Control Plan (Tier IA/IIA): If terminated without cause (not in connection with CIC), lump-sum 1.5x base salary plus 18 months COBRA reimbursement; equity treated per award agreements .
- Change-in-Control (double-trigger within 6 months before to 24 months after CIC): Lump-sum 2.99x (base salary + target bonus), prorated target bonus for year of termination, plus 18 months COBRA reimbursement; equity generally does not accelerate unless termination in connection with CIC .
- Restrictive Covenants: Non-compete and non-solicit obligations for one year post-termination; confidentiality and non-disparagement .
- Clawback: Robust NYSE-compliant clawback policy and provisions in plans/agreements .
- Tax Gross-Ups: No excise tax gross-ups upon CIC; no tax gross-ups on perquisites/benefits (except standard relocation) .
- Deferred Compensation & Pension: No nonqualified deferred compensation plans; no qualified retirement income benefits for NEOs in FY 2024 .
Potential Payments (Hypothetical as of Dec 31, 2024)
| Scenario | Amount ($) |
|---|---|
| Involuntary Termination Without Cause (not in connection with CIC) | $2,184,963 |
| In Connection with CIC – Involuntary Termination Without Cause or Voluntary Termination for Good Reason | $13,000,290 |
| Death or Disability | $9,374,111 |
| Retirement | — |
Compensation Structure Notes
- 2024 pay mix skewed to equity and variable pay: stock awards $1,844,270; AIP $1,174,860 vs salary earnings $554,354 .
- 2024 grants included both RPSUs (performance-based, relative TSR) and RSUs (time-based), reflecting a shift toward performance-linked equity rather than options; stock options are not part of current program (if granted in future, unvested options would not count toward ownership guidelines) .
- Company-wide AIP exceeded targets (Adjusted FCFbG ~200%, Adjusted EBITDA ~185%, ESG 128%), supporting strong payouts and signaling linkage of pay to financial execution .
Risk Indicators & Red Flags
- Insider Selling Pressure: 10b5-1 plan to sell up to 107,220 shares in 1H 2026 aligned with vesting schedule; actual sales dependent on price limits and tax withholdings .
- Pledging/Hedging: Prohibited for NEOs/directors, reducing alignment risk .
- Change-in-Control Terms: Double-trigger design with 2.99x cash multiple and equity vesting upon termination in connection with CIC; market-standard but material in quantum .
Performance & Execution Context
- Strong 2024 execution: exceeded raised guidance midpoints; formed VPP partnership with Renew Home (Nest Renew + OhmConnect); advanced 1.5 GW ERCOT dispatchable generation; returned $1.263B to shareholders (buybacks $925M; dividends $338M); achieved target Net Debt/Adjusted EBITDA 2.50x–2.75x a year early .
- TSR-driven value creation: RPSUs paid at maximum (200%) on Jan 2, 2025, with ~156% absolute TSR over the 3-year period and 98th percentile relative TSR .
Investment Implications
- Alignment: Curci exceeds ownership guidelines (19x vs 3x), with significant unvested RSUs/RPSUs and robust clawback/anti-hedging policies—strong alignment and risk controls .
- Near-term flow dynamics: AIP and TSR-driven LTI suggest continued sensitivity of compensation to Adjusted FCFbG/EBITDA and TSR; the 10b5-1 plan indicates potential selling pressure across 1H 2026 tied to vesting events .
- Retention/Severance economics: Standard severance (1.5x salary) and material CIC coverage (2.99x salary+bonus) with double-trigger and equity vesting upon termination in connection with CIC mitigate abrupt departure risk but create sizable payout exposure in strategic events .
- Execution signals: 2024 overachievement on cash flow and EBITDA, capital returns, and TSR max vest outcomes underpin confidence in governance and pay-for-performance structure, a positive for investor alignment .