Kevin T. Howell
About Kevin T. Howell
Independent director since 2024; age 67. Former COO of Dynegy, with prior senior commercial roles at NRG and Dominion Energy; brings 20+ years of power and natural gas leadership focused on generation, trading, and commercial operations. Determined independent under NYSE standards; attended >75% of Board and committee meetings in 2024; current Board size 11 with regular executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dynegy Inc. | Chief Operating Officer | 2011–2013 | Led operations at merchant power company |
| NRG Energy, Inc. | Regional President, NRG Texas; EVP, Commercial Operations | 2005–2010 | Deep commercial operations; ERCOT market expertise |
| Dominion Energy Clearinghouse | President | 2001–2005 | Trading and clearing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Atlantic Power Corp | Director (public company) | Jan 2015–Jun 2021 | Former public board; no current public boards |
Board Governance
| Area | Details |
|---|---|
| Independence | Board determined Mr. Howell is independent; all committees are solely independent directors |
| Committee assignments | Audit Committee (member); Finance & Risk Management Committee (member) |
| Committee meeting cadence (2024) | Audit: 4 regular, 0 special; Finance & Risk: 4 regular, 0 special |
| Attendance | Each director >75% of Board and committee meetings in 2024; directors encouraged to attend annual meeting |
| Lead Independent Director | Antonio Carrillo appointed LID Aug 1, 2024; regular executive sessions led by LID |
| Board refresh / appointment context | Added to Board under 2023 Cooperation Agreement with Elliott; Board size reduced to 11 in 2024 |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | 120,000 | Standard director cash fee |
| Annual equity retainer (DSUs) | 179,000 | Standard director equity fee (DSUs) |
| 2024 fees earned (Kevin T. Howell) | Cash: 120,000; Stock awards: 179,010; Total: 299,010 | Stock awards reflect grant-date fair value; DSUs are default form |
Key policy features:
- Director retainers partly deliverable in DSUs; directors may elect DSUs for cash portion; dividend equivalent rights accrue with DSUs .
- Stock ownership guidelines require retention of all stock received as compensation during service; anti-hedging and anti-pledging policies .
Performance Compensation
Directors are not paid based on company performance metrics; equity is granted as DSUs (time-based). Grant-date fair values for DSUs in 2024 used NYSE closing prices of $81.00 (June 1, 2024) and $73.50 (Aug 1, 2024) across director awards .
| Metric | Value |
|---|---|
| 2024 DSU grant fair value (Kevin Howell) | 179,010 |
| Reference grant-date prices | $81.00 (Jun 1, 2024); $73.50 (Aug 1, 2024) |
Other Directorships & Interlocks
| Company | Status | Overlap/Interlocks |
|---|---|---|
| Atlantic Power Corp | Former director | No current public company boards; no disclosed interlocks with NRG suppliers/customers |
Expertise & Qualifications
- Power generation and ERCOT market operations; commercial trading leadership (NRG Texas; Dynegy COO) .
- Risk oversight and capital structure familiarity via Finance & Risk committee role; financial reporting exposure via Audit committee membership .
- Former NRG senior executive provides operational depth; Board affirmed independence despite prior employment .
Equity Ownership
| Metric | Mar 4, 2024 | Dec 31, 2024 | Mar 3, 2025 |
|---|---|---|---|
| DSUs (count) | 3,103 | 5,385 | 5,313 |
| DERs (count) | — | — | 95 |
| Total beneficial ownership (shares) | 103,103 | — | 105,407 |
| Ownership % of class | <1% | — | <1% |
Policy notes:
- Directors must retain all stock received as compensation while serving; anti-hedging/anti-pledging in place .
Governance Assessment
- Committee effectiveness: Dual membership on Audit and Finance & Risk aligns with his power trading and operations background; those committees central to risk, controls, liquidity, and cybersecurity oversight .
- Independence and attendance: Board reaffirmed independence under NYSE rules; >75% meeting attendance in 2024 supports engagement .
- Director pay alignment: Mix of fixed cash and DSU equity; ownership-retention requirements and anti-hedging/pledging enhance alignment; no director options or performance equity .
- RED FLAGS: One late Form 4 in 2024 (administrative EDGAR issue), subsequently filed; low severity but noted for compliance monitoring .
- Shareholder signals: Say-on-pay approved in 2024 and 2025; 2024 support noted as ~79% in proxy narrative; 2025 votes improved materially, indicating constructive sentiment toward compensation governance .
Say-on-pay voting detail:
| Metric | 2024 | 2025 |
|---|---|---|
| Votes For | 127,017,858 | 156,422,984 |
| Votes Against | 32,802,735 | 6,046,734 |
| Abstentions | 211,555 | 346,025 |
| Outcome | Approved | Approved |
Structural governance improvement:
- 2025 stockholders approved Restated Charter eliminating supermajority requirements; filed May 1, 2025—positive governance signal for investor rights .
Overall: Kevin Howell’s committee placements and energy-market expertise strengthen Board risk and financial oversight. Compensation structure and ownership policies support alignment; minor filing timing issue observed. No related-party transactions or pledging/hedging disclosed; independence reaffirmed.