Matthew Carter, Jr.
Director at NRG
Board
About Matthew Carter, Jr.
Independent director of NRG since 2018, age 64. Carter is a career technology and telecom executive who currently serves as Chief Executive Officer of Intrado Life & Safety, and previously led Aryaka Networks and Inteliquent; he brings corporate leadership, brand management, and technology expertise to NRG’s board . He is deemed independent under NYSE standards, and serves on the Compensation and Governance & Nominating Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intrado Life & Safety, Inc. | Chief Executive Officer | Oct 2023 – present | CEO leadership in life-safety technology |
| Aryaka Networks, Inc. | Chief Executive Officer | Sep 2018 – Oct 2023 | Led SD-WAN/cloud networking company |
| Inteliquent, Inc. | President, CEO, and Director | Jun 2015 – Feb 2017 | Led telecom interconnection provider |
| Sprint Corporation | President, Sprint Enterprise Solutions | Sep 2013 – Jan 2015 | Enterprise/go-to-market leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jones Lang LaSalle Incorporated | Director (current) | Nov 2018 – present | Committee roles not disclosed |
| USG Corporation | Director (former) | 2012 – 2018 | Not disclosed |
| Inteliquent, Inc. | Director (former) | 2015 – 2017 | Not disclosed |
| Apollo Education Group, Inc. | Director (former) | 2012 – 2017 | Not disclosed |
Board Governance
- Committee assignments: Member, Compensation Committee; Member, Governance & Nominating Committee .
- Meeting cadence: Compensation Committee held 4 regular meetings in 2024 (0 special); Governance & Nominating held 4 regular and 4 special meetings in 2024 .
- Independence: Board determined all directors except the CEO are independent; all standing committees are entirely independent .
- Attendance and engagement: All directors attended the 2024 annual meeting; each director attended more than 75% of board and applicable committee meetings in 2024. The board holds regular executive sessions of independent directors led by the Lead Independent Director .
- Board structure signal: Stockholders approved elimination of supermajority vote provisions in 2025, indicating investor-friendly governance .
Fixed Compensation
Policy elements and Carter’s 2024 actuals:
| Compensation Element | Policy Amount ($) | Carter 2024 Actual ($) |
|---|---|---|
| Annual Cash Retainer | 120,000 | 120,000 |
| Annual Equity Retainer (DSUs) | 179,000 | 179,010 (grant-date fair value) |
| Committee Chair Retainer (Audit) | 35,000 (not applicable to Carter) | — |
| Other Committee Chair Retainer | 20,000 (not applicable to Carter) | — |
| Lead Independent Director Retainer | 45,000 (not applicable to Carter) | — |
| Total | — | 299,010 |
Notes:
- Directors can elect to take cash portions of chair/LID retainers as DSUs; chair/LID retainers are paid 50% cash, 50% DSUs .
- DSUs include dividend equivalent rights (DERs); fair value based on closing price at grant dates ($81.00 on Jun 1, 2024; $73.50 on Aug 1, 2024) .
Performance Compensation
| Component | Structure | Metrics | Payout Mechanics |
|---|---|---|---|
| Director equity (DSUs) | Service-based retainer equity | None; no performance metrics | Converted to common stock per deferral election; payable upon termination of service; forfeited for cause |
No performance-based equity awards (e.g., PSUs tied to TSR/EBITDA) are disclosed for non-employee directors; DSUs are retention/equity alignment instruments, not pay-for-performance vehicles .
Other Directorships & Interlocks
- Current: Jones Lang LaSalle (JLL) director since 2018 .
- Potential interlocks or related-party exposure: NRG’s related-person policy routes any director-related transactions over $50,000 to Governance & Nominating review; no specific related-person transactions involving Carter are disclosed in the proxy . Anti-hedging and anti-pledging policies apply to directors .
Expertise & Qualifications
- CEO experience across technology and telecom; brand and technology expertise; corporate leadership .
- Governance experience through service on multiple public company boards .
Equity Ownership
| Measure | Value/Details |
|---|---|
| Beneficial ownership (as of Mar 3, 2025) | 40,200 shares; includes 35,449 DSUs and 4,752 DERs; less than 1% of outstanding shares |
| Director stock awards held (as of Dec 31, 2024) | 40,029 DSUs/DERs aggregate units |
| Options | None held by non-employee directors |
| Ownership policy | Directors must retain all stock received as compensation during board service (exceptions only for taxes); no exceptions in 2024 |
| Hedging/pledging | Prohibited under Insider Trading Policy |
Governance Assessment
- Board effectiveness: Active dual-committee service (Compensation; Governance & Nominating) with robust meeting frequency and independent composition; strong executive-session practice supports independent oversight .
- Alignment: Meaningful DSU holdings and strict director stock-retention policy; prohibited hedging/pledging strengthens alignment with long-term shareholder value .
- Shareholder signals: Say-on-pay support approved in 2025 (156,422,984 For; 6,046,734 Against; 346,025 Abstain) and in 2024 (127,017,858 For; 32,802,735 Against; 211,555 Abstain), indicating acceptable compensation governance trajectory .
- Conflicts/related-party risk: No Carter-specific related-party transactions disclosed; the company maintains formal related-person review controls via Governance & Nominating Committee .
- RED FLAGS: None disclosed for Carter regarding attendance shortfalls, related-party transactions, hedging/pledging, or option repricings .