Bruce Chung
Executive Vice President and Chief Financial Officer at NRG
Executive
About Bruce Chung
Woo‑Sung (Bruce) Chung is Executive Vice President and Chief Financial Officer of NRG, appointed June 1, 2023. He previously led Strategy, M&A, and NRG Services and earlier served in NRG business development roles (2008–2016); prior to NRG, he was an investment banking director at Citigroup focused on power and gas. He holds a bachelor’s degree in history from Columbia University and is 51 years old. Company performance metrics linked to pay include Adjusted FCF before Growth (FCFbG), Adjusted EBITDA, and ESG; 2024 achievements were 200% (FCFbG), 185% (EBITDA), and 128% (ESG), with 3‑year TSR around 156% absolute and 98th percentile vs S&P 500 peers, driving 200% RPSU payouts on January 2, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NRG Energy | EVP & CFO | Jun 2023 – Present | Oversight of finance and risk; aligns capital allocation with strategic priorities . |
| NRG Energy | EVP, Strategy, M&A, and NRG Services | Jul 2022 – Jun 2023 | Led strategic planning, transactions, and services integration . |
| NRG Energy | SVP, Strategy, M&A, and NRG Services | Aug 2016 – Jul 2022 | Drove portfolio shaping and growth initiatives . |
| NRG Energy | Various new business development roles | May 2008 – Jan 2016 | Executed large-scale project and new business development . |
| Citigroup (and predecessors) | Investment Banking Director | Pre‑2008 | Advised regulated/unregulated power companies on capital markets and M&A; multiple assignments for NRG . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Energy Impact Partners | Managing Director | 2016 | Energy technology investing; informs innovation and capital allocation perspectives . |
| Columbia University | Education | B.A. History | Foundation in analytical and communication skills . |
Fixed Compensation (2024)
| Item | Value |
|---|---|
| Base Salary | $725,000 |
| Target Bonus (% of Base) | 100% |
| Actual AIP Paid (2024) | $1,450,000 |
| Stock Awards Grant-Date Fair Value (2024) | $2,433,804 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcomes
| Metric | Weight | Threshold | Target | Maximum | 2024 Result | AIP Metric Achievement |
|---|---|---|---|---|---|---|
| Adjusted FCF before Growth ($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 (Customers, Environment, People) | 15% | 50% | 100% | 200% | 128% | 128% |
| Final Weighted Result | — | — | — | — | — | 183% |
AIP payout mechanics include an individual performance modifier up to ±20%; for 2024, Bruce Chung’s modifier was +9%, taking his total to 200% of target and yielding $1,450,000 .
Long‑Term Incentive Plan (LTIP) – 2024 Grants
| Award Type | Grant Date | Threshold Shares | Target Shares | Max Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|---|
| RPSU | 1/2/2024 | 6,177 | 24,707 | 49,414 | $1,641,533 | Cliff at 3 years; payout based on relative TSR vs S&P 500 constituents . |
| RSU | 1/2/2024 | — | — | — | $792,271 | Time‑based over 3 years; see schedule below . |
RPSU performance measure is relative TSR against S&P 500 constituents; awards vest at 200% when performance is at or above the 98th percentile, as achieved for the period ending January 2, 2025 .
Upcoming RSU Vesting Schedule (Inclusive of DERs)
| Vesting Date | Shares Vesting |
|---|---|
| 1/2/2025 | 14,646 |
| 6/5/2025 | 2,421 |
| 1/2/2026 | 12,268 |
| 6/5/2026 | 2,429 |
| 1/2/2027 | 5,393 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Common Stock) | 40,846 shares; <1% of outstanding (203,666,967 shares) . |
| Unvested RSUs | 30,672 . |
| Unearned RPSUs (unvested) | 82,092 . |
| DERs (accrued on RSUs/RPSUs) | 4,529 . |
| Stock Ownership Guidelines | Target multiple 3.0x base salary; Actual multiple 9.4x (as of 3/3/2025, share price $100.25) . |
| Hedging/Pledging | Prohibited by Insider Trading Policy (no hedging, no pledging) . |
| Ownership Compliance | Above guideline (9.4x vs 3.0x target) . |
Employment Terms
| Provision | Detail |
|---|---|
| Plan Participation | Amended & Restated Executive Change in Control and General Severance Plan (Tier IA/IIA) . |
| Severance (no CIC) | 1.5x base salary lump sum; 18 months COBRA reimbursement; accrued benefits . |
| Change‑in‑Control Benefit (double trigger) | 2.99x (base salary + target annual bonus) lump sum; prorated target bonus for year of termination; 18 months COBRA reimbursement; accrued benefits . |
| Equity Treatment | No automatic acceleration at CIC; equity accelerates/vests per award agreements upon qualifying termination (see RSU/RPSU treatment in CD&A) . |
| Non‑Compete/Non‑Solicit | One‑year post‑termination non‑compete and non‑solicit obligations under plan . |
| Clawback | NYSE‑compliant clawback policy; additional clawback provisions in award agreements . |
| Tax Gross‑ups | No excise tax gross‑ups (except standard relocation benefits policywide) . |
| Potential Payments (as of 12/31/2024) | Involuntary termination without cause: $3,972,029; CIC involuntary/Good Reason: $15,846,963; Death/Disability: $11,473,285 . |
Note: NRG states no individual employment agreement for NEOs other than the CEO and Vivint’s Mr. Patel; Bruce Chung’s protections are via the Severance and CIC Plan .
Performance & Track Record
Company Financials During Chung’s CFO Tenure (last 3 fiscal years)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $31,543,000,000 | $28,823,000,000 | $28,130,000,000 |
| EBITDA ($USD) | $3,044,000,000* | $282,000,000* | $3,492,000,000* |
| Cash from Operations ($USD) | $360,000,000 | -$221,000,000 | $2,306,000,000 |
Values retrieved from S&P Global. Asterisks denote metrics without inline document citations.
Additional performance context:
- 2024 AIP metrics exceeded targets with Adjusted FCFbG at 200% and Adjusted EBITDA at 185%; ESG at 128%; final AIP result 183% plus individual modifiers .
- RPSU payouts reached 200% for the 3‑year period ended January 2, 2025 on ~156% absolute TSR, 98th percentile relative to S&P 500 .
Risk Indicators & Red Flags
- Anti‑hedging/anti‑pledging policies reduce misalignment risk; no pledging permitted .
- No stock options granted; LTIP entirely in equity (RSUs/RPSUs) with above‑median performance required for target vesting; mitigates short‑term risk-taking .
- Section 16 late Form 4 noted (administrative tax withholding issue; Jan 2024) for Mr. Chung and others; no disagreements or control issues disclosed .
- Say‑on‑pay support ~79% in 2024; Compensation Committee engaged investors and retained Pay Governance; continued alignment focus .
Compensation Structure Analysis
- Cash vs Equity Mix: Significant at‑risk pay; 2024 AIP paid at 200% for Bruce Chung, with substantial LTIP grants (RPSU/RSU), reinforcing pay‑for‑performance .
- Shift in Vehicle: LTIP remains weighted to performance RPSUs with time‑based RSUs; no options or repricings; grants at ≥100% FMV .
- Performance Targets: Above‑median TSR required for target vesting; financial metrics set against audited statements; earnings capped; robust risk oversight .
- Clawbacks & Policies: NYSE‑compliant clawback; anti‑hedging/pledging; preclearance for trades .
Equity Ownership & Alignment Details
| Aspect | Assessment |
|---|---|
| Skin‑in‑the‑game | Ownership at 9.4x salary vs 3x guideline; exceeds requirements . |
| Pledging/Hedging | Prohibited; reduces agency risk . |
| Vested vs Unvested | Meaningful unvested RSUs/RPSUs (30,672/82,092) create retention hooks and potential future supply at vest . |
| Ownership vs SO | <1% of shares outstanding; appropriate for CFO role at large‑cap utility/consumer services hybrid . |
Employment & Contracts
- Start date/tenure: CFO since June 1, 2023; prior NRG roles since 2008 with return in 2016 .
- Agreement type: Covered under Severance and CIC Plan; double‑trigger CIC economics; non‑compete/non‑solicit for one year .
- No excise tax gross‑ups; COBRA reimbursement provided per plan .
Investment Implications
- Alignment: High ownership multiple and performance‑weighted LTIP (RPSU) signal strong alignment; anti‑pledging reduces governance risk .
- Retention: Unvested RSUs/RPSUs and robust CIC protections (2.99x base+bonus) lower near‑term attrition risk; but large CIC payout could be viewed as shareholder‑sensitive in event‑driven scenarios .
- Trading Signals: 2025–2027 RSU vestings and 200% RPSU payout in Jan 2025 may create periodic selling pressure; monitor Form 4 activity around vest dates .
- Execution: 2024 financial outperformance (AIP metrics) and 3‑year TSR outlier performance support confidence in current strategy under Chung’s finance leadership; cash from operations inflected strongly in 2024, improving capital flexibility .