Marwan Fawaz
Director at NRG
Board
About Marwan Fawaz
Independent director at NRG since 2023; age 62. Brings 30+ years across media, telecom, broadband and smart home technology, including Executive Advisor at Google/Alphabet (2019–2022) and CEO of Nest Labs (2016–2019). Currently serves on NRG’s Finance & Risk Management and Governance & Nominating Committees. Other public board: CSG Systems International, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Google/Alphabet | Executive Advisor | 2019–2022 | Guided tech and platform strategy in smart home/broadband ecosystems |
| Nest Labs (Alphabet) | Chief Executive Officer | 2016–2019 | Led smart home hardware/software integration and go-to-market |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CSG Systems International, Inc. | Director | Mar 2016–Present | Public company board service; committee roles not disclosed in NRG proxy |
| Synacor, Inc. (former) | Director | Dec 2011–Apr 2021 | Public company board service; prior interlock experience |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent (all directors except the CEO are independent under NYSE standards) |
| Director since | 2023 |
| Standing committees | Finance & Risk Management; Governance & Nominating |
| Committee chair roles | None (current chairs: Finance & Risk—Donohue; Governance & Nominating—Cox) |
| Attendance | Each director attended >75% of Board/committee meetings in 2024; all directors attended the 2024 annual meeting |
| Board meetings (2024) | 5 regular; 4 special |
| Committee activity (2024) | Governance & Nominating: 4 regular, 4 special; Finance & Risk Management: 4 regular, 0 special |
| Lead Independent Director | Role held by Antonio Carrillo (appointed Aug 2024) |
| Executive sessions | Regular executive sessions of independent directors |
| Anti-hedging/pledging | Company has anti-hedging and anti-pledging policies for directors and officers |
| Supermajority voting | Board proposed charter amendment to eliminate supermajority voting; recommending FOR at 2025 AGM |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $120,000 | Standard structure |
| Annual equity retainer (DSUs) | $179,000 | Standard structure |
| Committee chair/Lead Independent retainers | Audit Chair $35,000; Other Chairs $20,000; LID $45,000 | 50% cash / 50% DSUs; Fawaz is not a chair/LID |
| 2024 actual – Cash (Fawaz) | $120,000 | As reported |
| 2024 actual – Stock awards (Fawaz) | $179,010 | Grant-date fair value |
| 2024 actual – Total (Fawaz) | $299,010 | Cash + equity |
Notes:
- Directors may elect to receive cash portion as DSUs; DSUs include dividend equivalent rights (DERs) .
Performance Compensation
| Item | Status |
|---|---|
| Performance-based pay | None for non-employee directors (compensation is cash retainer + time-based equity retainer; directors held no option awards as of 12/31/2024) |
Other Directorships & Interlocks
| Company | Current/Prior | Potential Interlock Risk |
|---|---|---|
| CSG Systems International, Inc. | Current public company board | No inter-company related-party exposure disclosed in proxy |
| Synacor, Inc. | Prior public company board | No inter-company related-party exposure disclosed in proxy |
Expertise & Qualifications
- Technology and smart home: CEO of Nest; Executive Advisor at Google/Alphabet—relevant to NRG’s convergence of energy and smart automation strategy .
- Broadband/telecom/media operations and IT strategy: 30+ years across sectors—supports oversight on digital platforms, customer experience and data/cyber risks on the Finance & Risk Management Committee .
- Board-level governance: Service on multiple public company boards .
Equity Ownership
| Metric | Value |
|---|---|
| Common shares beneficially owned | 5,882 shares (as of Mar 3, 2025) |
| DSUs/DERs outstanding at 12/31/2024 | None (elected to convert DSUs to common stock upon grant) |
| Ownership as % of outstanding | ~0.0029% (5,882 / 203,666,967 shares outstanding) |
| Options | None owned by non-employee directors at 12/31/2024 |
| Stock ownership guideline | Directors must retain all stock received as compensation during service; no exceptions in 2024 |
| Hedging/pledging | Prohibited by company policy for directors and officers |
Governance Assessment
- Alignment and independence: Independent director with domain expertise directly relevant to NRG’s energy + smart home strategy; membership on Finance & Risk Management and Governance & Nominating aligns with his technology and governance background .
- Engagement: Board and committee cadence was active in 2024 and each director exceeded the 75% attendance threshold; all directors attended the 2024 AGM—positive engagement signal .
- Ownership and incentives: Standard director pay mix with meaningful equity retainer; Fawaz elected immediate conversion of DSUs to shares, increasing outright ownership; directors held no options—lower risk profile and alignment via full-value equity .
- Conflicts/related-party exposure: Governance & Nominating Committee oversees related-person transactions; proxy discloses related-person policy and thresholds, and does not list any Fawaz-related transactions; no delinquent Section 16 filings reported for him in 2024—low conflict signal .
- Shareholder responsiveness: Board seeking to eliminate supermajority voting—governance positive. 2024 Say-on-Pay support at ~79% suggests room for continued engagement but overall acceptable support .