Heather Cox
Director at NRG
Board
About Heather Cox
Heather Cox, age 54, has served on NRG’s Board since 2018 and is an independent director. She is President, Insights & Empowerment at Zelis Healthcare Inc. and brings deep digital transformation, technology, operations, and customer experience expertise to NRG’s boardroom. In 2024, each director (including Cox) attended more than 75% of Board and committee meetings, and the Board holds regular executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zelis Healthcare Inc. | President, Insights & Empowerment | May 2023 – present | Digital strategy and customer insights leadership |
| Humana Inc. | Chief Digital Health and Analytics Officer | Aug 2018 – Jun 2022 | Led digital health/analytics; enterprise transformation |
| USAA | EVP & Chief Technology & Digital Officer | Oct 2016 – Mar 2018 | Technology and digital operations leadership |
| Citigroup Inc. (Citi FinTech) | CEO, Financial Technology Division; Head of Citi FinTech | Nov 2015 – Sep 2016 | Built fintech capability; innovation lead |
| Citigroup Inc. (Global Consumer Bank) | Chief Client Experience, Digital & Marketing Officer | Apr 2014 – Nov 2015 | Client experience and digital marketing |
| Capital One | EVP, U.S. Card Operations | Aug 2011 – Aug 2014 | Consumer operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gryphon Digital Mining Inc. | Director | Feb 2024 – present | Current public company board |
| Atlantic Union Bank | Director | Aug 2022 – Jul 2023 | Former public company board |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Cox is independent .
- Committees: Cox chairs the Governance & Nominating Committee and serves on the Compensation Committee .
- Attendance: In 2024, each director attended >75% of Board and committee meetings; directors encouraged to attend annual meeting .
- Executive sessions: Regular sessions of independent directors; Lead Independent Director presides .
| Committee | Role | 2024 Regular Meetings | 2024 Special Meetings |
|---|---|---|---|
| Governance & Nominating | Chair | 4 | 4 |
| Compensation | Member | 4 | 0 |
Fixed Compensation
| Compensation Element | Amount (USD) |
|---|---|
| Annual Cash Retainer | 120,000 |
| Annual Equity Retainer (DSUs) | 179,000 |
| Lead Independent Director Retainer | 45,000 |
| Audit Committee Chair Retainer | 35,000 |
| Other Committee Chair Retainer | 20,000 |
| Heather Cox – FY2024 Director Pay | Amount (USD) |
|---|---|
| Fees Earned/Paid in Cash | 130,000 |
| Stock Awards (DSUs, grant-date FV) | 189,054 |
| Total | 319,054 |
Notes:
- Committee Chair/Lead Independent retainers are paid 50% cash and 50% DSUs; directors may elect to receive cash portions as DSUs .
- DSUs carry dividend equivalent rights and are paid per deferral election upon termination unless for cause .
Performance Compensation
- Directors do not receive performance-based equity (e.g., PSUs) or options; director equity is delivered as DSUs and is not tied to financial/TSR metrics .
- NRG maintains robust anti-hedging and anti-pledging policies for directors and executives .
| Director Performance-Linked Components | Status |
|---|---|
| Options/PSUs | None for directors |
| DSU Vesting | Payable per deferral election or termination; includes DERs |
DSU Deferral/Vesting specifics for Cox:
- 5,176 DSUs and 632 DERs payable on June 1, 2026 .
- Historical (as of 12/31/2023): 4,906 DSUs and 769 DERs payable on May 31, 2024; plus 5,176 DSUs and 498 DERs payable on June 1, 2026 .
Other Directorships & Interlocks
- Current: Gryphon Digital Mining Inc. (technology/crypto mining); minimal direct overlap with NRG’s retail energy/smart home operations .
- Former: Atlantic Union Bank (financial services); no disclosed related-party transactions with NRG .
- Potential conflicts: Governance & Nominating Committee reviews director conflicts annually; transactions above $50,000 require review under NRG’s Related Person Policy .
Expertise & Qualifications
- Digital transformation, innovation, and customer experience leadership spanning healthcare, financial services, and technology .
- Technology operations and analytics depth (USAA, Humana, Citi FinTech) aligned with NRG’s strategic focus on smart home/consumer services .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (common shares) | 40,655; less than 1% of outstanding |
| Included DSUs/DERs in beneficial ownership | 22,127 DSUs and 2,106 DERs included in total; payable upon ceasing Board service |
| Stock awards held (DSUs+DERs) as of 12/31/2024 | 24,130 |
| Pledging/Hedging | Prohibited under NRG policy |
| Ownership guidelines | Directors must retain all stock received as compensation for duration of service; no exceptions made in 2024 |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Post-Transaction Ownership | Security | Source |
|---|---|---|---|---|---|---|
| 2025-11-05 | 2025-11-03 | Award (A) | 64 | 42,029 | Common Stock | https://www.sec.gov/Archives/edgar/data/1013871/000110465925107248/0001104659-25-107248-index.htm |
| 2025-08-05 | 2025-08-01 | Award (A) | 66 | 41,963 | Common Stock | https://www.sec.gov/Archives/edgar/data/1013871/000122520825007049/0001225208-25-007049-index.htm |
Notes:
- Type codes: A = Award/Grant; transactions reflect DSU/stock accruals consistent with director compensation [insider-trades skill output].
Governance Assessment
- Strengths: Independent status; chairs Governance & Nominating and serves on Compensation; consistent attendance; robust anti-hedging/anti-pledging and director stock retention requirements enhance alignment .
- Alignment: Meaningful ongoing DSU holdings and scheduled deferrals; no options; director equity paid in DSUs with DERs, promoting long-term focus .
- RED FLAGS: None disclosed for Heather Cox regarding related-party transactions, pledging/hedging, tax gross-ups, or legal proceedings; committee dual role (G&N chair and Compensation member) concentrates governance influence but is mitigated by full independence and established committee charters/practices .