E. Spencer Abraham
Director at NRG
Board
About E. Spencer Abraham
Independent director at NRG since 2012; age 72. Former U.S. Senator (MI) and U.S. Secretary of Energy, bringing two decades of high-level policy, energy security, environmental management, and nuclear nonproliferation oversight experience. Currently Chairman & CEO of The Abraham Group and Senior Advisor to Blank Rome Government Relations . Independence affirmed by NRG; 2024 attendance exceeded 75% of Board/committee meetings and he attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Abraham Group LLC | Chairman & CEO | 2005–present | Energy strategy advisory |
| Blank Rome Government Relations LLC | Senior Advisor | May 2016–present | Government relations advisory |
| U.S. Department of Energy | Secretary of Energy | 2001–Jan 2005 | Directed national energy strategy; environmental management program oversight; led U.S.–Russia nuclear nonproliferation program |
| U.S. Senate (Michigan) | U.S. Senator | 1995–2001 | Legislative and policy leadership |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| PBF Energy Inc. | Director | Aug 2012–present |
| Two Harbors Investment Corp. | Director | May 2014–present |
| Uranium Energy Corp. | Director | Oct 2015–present |
| Occidental Petroleum Corp. | Director (Former) | May 2005–May 2020 |
| GenOn Energy, Inc. | Director (Former) | Jan 2012–Dec 2012 |
Board Governance
- Committee assignments: Compensation Committee Chair (members: Abraham, Carrillo, Carter Jr., Cox, Pourbaix); 4 regular meetings in 2024; 0 special meetings .
- Independence: NRG determined all directors except the CEO are independent; Abraham is explicitly independent in the nominee summary .
- Attendance and engagement: All directors attended the 2024 annual meeting; each director attended >75% of Board and committee meetings in 2024; regular executive sessions of independent directors .
- Compensation governance: The Compensation Committee uses independent consultant Pay Governance; authority to retain/terminate consultants; no conflicts identified; oversight of compensation risk and stock ownership guidelines .
- Shareholder signals: 2024 say-on-pay support ~79%; committee engages with investors and adjusts programs as needed .
- Corporate governance practices: Anti-hedging/anti-pledging policies; proxy access; majority voting; committees solely independent; regular executive sessions .
Fixed Compensation
| Compensation Element | Amount ($) |
|---|---|
| Annual Cash Retainer | 120,000 |
| Annual Equity Retainer | 179,000 |
| Committee Chair Retainer (Compensation) | 20,000 (50% cash / 50% DSUs) |
| 2024 Director Compensation (Abraham) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| E. Spencer Abraham | 130,000 | 189,054 | 319,054 |
Notes:
- Committee and LID retainers are half cash/half DSUs; directors may elect DSUs in lieu of cash .
Performance Compensation
| Performance-linked components in director compensation | Status |
|---|---|
| Performance Stock Units (PSUs) | Not disclosed for directors; annual equity is DSUs |
| Stock Options | None owned by non-employee directors as of Dec 31, 2024 |
| Director performance metrics tied to pay | Not disclosed (director pay structured as cash retainer + DSUs) |
Other Directorships & Interlocks
| Company | Board Overlap/Interlock Considerations |
|---|---|
| PBF Energy; Uranium Energy; Two Harbors | Multiple external boards (three current). NRG’s guidelines limit other directors to no more than three other public company boards; Abraham is at the guideline limit . Independence reaffirmed by Board after considering ordinary-course service relationships (e.g., energy services) . |
Expertise & Qualifications
- Energy policy and regulation expertise as former U.S. Secretary of Energy; oversight of environmental remediation and nuclear policy; unique public policy/regulatory insight for NRG’s markets .
- Governance/compensation oversight as Compensation Committee Chair, with risk oversight responsibilities over compensation practices .
- Broad commercial experience via The Abraham Group and senior advisory roles .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (common stock) as of Mar 3, 2025 | 82,820 shares |
| DSUs held (payable upon termination) | 64,347; DERs: 11,789 |
| Stock awards (DSUs + DERs) as of Dec 31, 2024 | 75,811 |
| Options owned | None |
| Ownership % of outstanding | ~0.0407% (82,820 / 203,666,967) derived from disclosed counts |
Notes:
- Directors must retain all stock received as compensation during Board service; no exceptions granted in 2024 .
- Anti-hedging and anti-pledging policies apply to directors .
Insider Trades (Form 4)
Source: SEC Form 4 filings retrieved via insider-trades skill (post-transaction ownership reflects the “securitiesOwned” value) .
Governance Assessment
-
Strengths:
- Independent director with deep energy policy/regulatory expertise; chairs Compensation Committee overseeing executive pay and risks; high meeting attendance; robust independent committee structure .
- Use of independent compensation consultant; documented clawback policy, anti-hedging/anti-pledging; stock ownership guidelines requiring retention of stock with no exceptions in 2024; regular shareholder engagement .
- Board advancing shareholder-friendly governance (e.g., proposal to eliminate supermajority requirements) .
-
Watch items / potential conflicts:
- Serves on three other public company boards—at NRG’s guideline limit for outside boards; continued monitoring of time commitments and sector overlaps advisable .
- Energy-sector board roles (e.g., PBF Energy, Uranium Energy) warrant periodic related-party review; NRG’s independence review and Related Person Policy provide mitigants; no specific related-party transactions disclosed for Abraham .
- 2024 say-on-pay support of ~79% suggests room for continued engagement by the Compensation Committee to sustain investor support trends .
-
Alignment signals:
- Meaningful deferred equity holdings; no options; compliance with retention and anti-hedging/pledging policies align director incentives with long-term shareholder value .