Elisabeth B. Donohue
Director at NRG
Board
About Elisabeth B. Donohue
Elisabeth B. Donohue, age 59, has served on NRG’s board since 2020 and is an independent director. She is Chair of the Finance and Risk Management Committee and a member of the Governance & Nominating Committee; prior roles include Chair of the CEO Search Committee (2023) . Donohue is the former CEO of Publicis Spine, with earlier leadership at Starcom Worldwide and Starcom USA; she holds a B.A. from Brown University in Organizational Behavior & Management and Business Economics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Publicis Spine | Chief Executive Officer | Oct 2017 – Jan 2020 | Led data/technology startup within Publicis Groupe |
| Starcom Worldwide | Global Brand President | Apr 2016 – Oct 2017 | Global brand leadership |
| Starcom USA | Chief Executive Officer | 2009 – 2016 | Drove digital/data & analytics build-out |
| Publicis Groupe | Management Committee (member) | 2017 – 2020 | Senior leadership body |
| Milton Academy | President, Board of Trustees | 2015 – 2022 | Non‑profit governance leadership |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| Gap Inc. | Director | Nov 2021 – present | Current public board |
| AcuityAds Holdings Inc. | Director | Jun 2021 – Jun 2022 | Former public board |
| Synacor, Inc. | Director | May 2017 – Apr 2021 | Former public board |
Board Governance
- Committees: Finance & Risk Management (Chair); Governance & Nominating (Member) .
- Prior special committee: CEO Search Committee Chair (formed Nov 2023; dissolved after CEO appointment) .
- Independence: Board determined all directors except CEO are independent; committees comprised solely of independent directors .
- Attendance: All directors attended the 2024 annual meeting; each attended >75% of Board and relevant committee meetings in 2024 .
- Executive sessions: Regular sessions of independent directors; presided by Lead Independent Director .
- Risk oversight: As FRM Chair, Donohue oversees capital structure, liquidity, financings, hedging/derivatives, and cybersecurity program/risks; FRM held 4 regular and 0 special meetings in 2024 .
- Governance & Nominating met 4 regular and 4 special times in 2024, with remit over director nominations, governance policies, sustainability and potential conflicts of interest of directors .
Fixed Compensation
| Compensation Element | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $120,000 | Standard non‑employee director cash retainer |
| Annual Equity Retainer | $179,000 | Granted as DSUs with DERs |
| Committee Chair Retainer (Audit) | $35,000 | Not applicable to Donohue; Audit chaired by Pruner |
| Committee Chair Retainer (Other Committees) | $20,000 | FRM Chair retainer; 50% in cash, 50% DSUs |
| Lead Independent Director Retainer | $45,000 | Not applicable to Donohue |
Director compensation earned:
| Year | Fees Earned or Paid in Cash | Stock Awards (grant-date FV) | Total |
|---|---|---|---|
| 2023 | $120,000 | $189,055 | $309,055 |
| 2024 | $128,329 | $189,080 | $317,409 |
- Effective Aug 1, 2024, Donohue was appointed FRM Committee Chair (incremental chair retainer) .
Performance Compensation
| Equity Award Type | Performance Conditions | Vesting/Payment Details |
|---|---|---|
| Deferred Stock Units (DSUs) | None disclosed for directors | DSUs represent one share; payable per director’s deferral election or on termination (except for cause); include dividend equivalent rights (DERs) |
NRG does not disclose performance-based metrics tied to director equity; directors may elect to receive chair/retainer cash portions in DSUs; no options outstanding for directors as of Dec 31, 2024 .
Other Directorships & Interlocks
| Entity | Relationship to NRG | Potential Interlock/Transaction Disclosure |
|---|---|---|
| Gap Inc. | Unrelated retail company | No related‑party transactions disclosed involving Donohue; Board policy requires Governance & Nominating review of potential conflicts . |
| AcuityAds, Synacor (former) | Unrelated tech/advertising firms | No related‑party transactions disclosed involving Donohue . |
Expertise & Qualifications
- Consumer/brand marketing leadership with deep digital/data analytics expertise (Publicis/Starcom) .
- Governance experience as Milton Academy Board President .
- Financial stewardship and risk oversight as FRM Chair, including cybersecurity oversight .
Equity Ownership
| Holder | Common Stock Beneficially Owned | % of Class | Breakdown/Notes |
|---|---|---|---|
| Elisabeth B. Donohue | 25,982 shares | <1% | Includes 20,238 DSUs and 2,035 DERs payable upon termination of service . |
Additional stock awards held (as of Dec 31, 2024):
| Holder | DSUs + DERs (aggregate count) |
|---|---|
| Elisabeth B. Donohue | 22,178 |
Policy alignment:
- Directors must retain all stock received as compensation during Board service (exceptions only under special circumstances; none in 2024) .
- Anti‑hedging and anti‑pledging policies apply to directors .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Support | Source |
|---|---|---|
| 2023 | 96% support | Proxy disclosure |
| 2024 | ~79% support | Proxy disclosure |
2024 Annual Meeting vote counts:
- Say‑on‑Pay: For 127,017,858; Against 32,802,735; Abstentions 211,555; Broker Non‑Votes 15,121,158 .
- Director election (Donohue): For 158,241,557; Against 1,639,100; Abstentions 151,491; Broker Non‑Votes 15,121,158 .
Governance Assessment
- Board effectiveness: Donohue chairs FRM, a central risk oversight committee, and serves on Governance & Nominating; she led the 2023 CEO search, indicating high engagement and trust in complex governance tasks .
- Independence and attendance: Independent status, with >75% meeting attendance and annual meeting participation signal strong engagement and investor‑aligned oversight .
- Ownership alignment: DSU-based equity and strict director stock retention policy support alignment; no pledging/hedging permitted; no exceptions in 2024 .
- Compensation mix: Stable equity retainer; modest increase in cash retainer from $110k (2023) to $120k (2024); FRM chair role adds DSU/cash mix for chair retainer .
- Conflicts/related parties: No Donohue-related transactions disclosed; Governance & Nominating explicitly monitors director conflicts; initial appointment 8‑K noted no Item 404(a) interest .
- Shareholder signals: Say‑on‑pay support moderated in 2024 (~79%) vs 2023 (96%); director election support for Donohue was strong (158.2M votes for), indicating investor confidence in current board composition and her contribution .
RED FLAGS: None disclosed tied to Donohue (no pledging/hedging, no related‑party transactions, no attendance issues). Monitoring warranted on overall say‑on‑pay trends as part of broader board oversight of compensation responsiveness .