Robert Gaudette
Executive Vice President, President of NRG Business and Wholesale Operations at NRG
Executive
About Robert Gaudette
Robert J. Gaudette (age 51) is Executive Vice President and President of NRG Business & Wholesale Operations. He has served as EVP of NRG Business & Market Operations since April 2022 and became President in December 2024, after senior commercial roles at GenOn and Mirant (2001–2012) across trading, origination, and regional P&L leadership . Company performance under the 2024 pay program was strong: Adjusted FCFbG and Adjusted EBITDA exceeded target (200% and 185% achievement, respectively) and relative TSR ranked at the 98th percentile versus the S&P 500, driving maximum LTIP RPSU results; his 2024 AIP payout was 200% of target, reflecting both company outcomes and a 9% individual modifier .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NRG Energy | EVP, NRG Business & Market Operations; President, NRG Business & Wholesale Operations | EVP since Apr 2022; President since Dec 2024 | Leads wholesale operations and commercial strategy; data-center contracts and dispatchable generation development in ERCOT |
| GenOn Energy | SVP & Chief Commercial Officer | Dec 2010–Dec 2012 | Commercial leadership across portfolio and origination |
| Mirant | VP, Mid-Atlantic BU; Director West Power; Director NYMEX Trading; Assistant to COO; NYMEX natural gas trader | 2001–2010 (VP Aug 2009–Dec 2010) | Trading, regional operations, and product development; progression through commercial roles |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shift (veteran career platform) | Advisory Board Member | Not disclosed | Advises early-stage venture connecting veterans to job opportunities |
Fixed Compensation
Multi-year NEO compensation for Robert J. Gaudette:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $570,139 | $594,054 | $618,203 |
| Bonus ($) | — | — | — |
| Non-Equity Incentive (AIP) ($) | $307,400 | $1,194,800 | $1,450,000 |
| Stock Awards ($) | $929,891 | $2,011,267 | $2,076,999 |
| All Other Compensation ($) | $12,200 | $19,800 | $18,405 |
| Total ($) | $1,819,630 | $3,819,921 | $4,163,607 |
AIP target and base for 2024:
| Item | Value |
|---|---|
| Base Salary as of Dec 31, 2024 ($) | $725,000 |
| AIP Target (%) | 100% |
| Total AIP Paid ($) | $1,450,000 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Performance Metric | Weight | Threshold | Target | Maximum | Result | AIP Metric Result |
|---|---|---|---|---|---|---|
| Adjusted FCFbG ($mm) | 45% | $1,357 | $1,940 | $2,135 | $2,153 | 200% |
| Adjusted EBITDA ($mm) | 40% | $2,378 | $3,400 | $3,742 | $3,690 | 185% |
| ESG composite | 15% | 50% | 100% | 200% | 128% (Customers 92%; Environment > max; People 93%) | 128% |
| Final Weighted AIP Result | — | — | — | — | — | 183% |
| Individual modifier (Gaudette) | — | — | — | — | — | +9% (total 200%) |
2024 Equity Grants
| Grant Date | Award Type | Threshold (#) | Target (#) | Max (#) | Grant-Date Fair Value ($) | Notes |
|---|---|---|---|---|---|---|
| 1/2/2024 | RPSU | 5,271 | 21,085 | 42,170 | $1,400,887 | Performance stock units tied to 3-year relative TSR vs S&P 500; vest per program |
| 1/2/2024 | RSU | — | — | — | $676,112 (13,463 units) | Time-based RSUs; scheduled vesting over ~3 years |
LTIP design and weighting:
- LTIP mix emphasizes performance: 67% RPSUs, 33% RSUs; RPSUs vest based on 3-year relative TSR vs S&P 500 .
- Gaudette’s LTIP target: 350% of base salary; Target LTIP opportunity $2,090,901 .
Vesting Schedule (RSUs – Gaudette)
| Vest Date | RSUs |
|---|---|
| 1/2/2025 (vested) | 14,710 |
| 1/2/2026 | 12,081 |
| 1/2/2027 | 4,602 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Common) | 38,734 shares; <1% of class (203,666,967 shares outstanding) |
| Stock Ownership Guidelines | Target multiple: 3.0x base salary; Actual multiple: 8.8x (as of Mar 3, 2025, at $100.25/share) |
| Outstanding RSUs (unvested) | 31,393 units; Market value $2,832,276 |
| Outstanding RPSUs (unearned) | 70,750 units; Market value $6,383,065 |
| Anti-Hedging / Anti-Pledging | Company prohibits hedging and pledging by executives/directors |
| Insider filings note | One late Form 4 (Jan 5, 2024) related to RSU/RPSU vesting and tax withholdings due to admin calculation issue |
Pledging red flag: mitigated by explicit company prohibition; no pledging disclosures for Gaudette .
Employment Terms
- Plan coverage: NEOs (other than CEO/Vivint agreement) are covered by Amended & Restated Executive Severance and Change-in-Control Plan (Tier IA/IIA) .
- Severance (no change-in-control): 1.5x base salary (lump sum), 18 months COBRA reimbursement; equity per “eligible termination” rules; 1-year non-compete/non-solicit .
- Change-in-control (double trigger): 2.99x (base salary + annual target bonus) lump sum, prorated target bonus for year of termination, 18 months COBRA; equity does not accelerate unless terminated in connection with CIC; RSU/RPSU treatment per plan .
- Clawback: NYSE-compliant clawback and additional clawback provisions in plans/award agreements .
- No employment agreement: Company states no NEO employment agreements other than CEO and Vivint; Gaudette is under plan terms .
Potential payments (as of Dec 31, 2024 hypothetical):
| Scenario | Amount ($) |
|---|---|
| Involuntary termination without cause (no CIC) | $3,855,540 |
| CIC + termination without cause / good reason | $14,312,477 |
| Death or disability | $9,940,691 |
| Retirement | — (not eligible in 2024) |
Performance & Track Record
- 2024 program outcomes: Adjusted FCFbG and Adjusted EBITDA above maximum targets; relative TSR at 98th percentile vs S&P 500 peer set, indicating strong value creation alignment in variable pay .
- Commercial execution: As public spokesperson and segment leader, Gaudette guided ERCOT price outlook and data-center load dynamics; highlighted upside in Texas curves pending load visibility and regulatory forecasting (SB6/ERCOT) .
- Project delivery: Led TEF-backed 456 MW TH Wharton gas project financing; company targets >1.5 GW new dispatchable generation by 2028 (Cedar Bayou, Greens Bayou) .
- Quarterly results context: Q3 2025 delivered GAAP NI $152mm, Adjusted EBITDA $1,205mm, FCFbG $828mm, supporting capital return and guidance reaffirmation; reflects platform strength cited by CEO (role proximity to wholesale ops) .
Compensation Structure Analysis
- Mix shift and at-risk pay: Majority of compensation at risk; substantial majority of LTIP via performance-based equity; target LTIP at 350% of salary with 67% RPSU weighting .
- AIP construction: Heavy weighting to cash generation (FCFbG 45%) and profitability (EBITDA 40%) with ESG 15%; capped outcomes and balanced absolute/relative metrics to mitigate risk .
- Year-over-year equity: Stock awards rose modestly from $2.01mm (2023) to $2.08mm (2024), consistent with elevated performance and LTIP targets; AIP rose from $1.195mm to $1.450mm on 200% achievement .
- Governance safeguards: Double-trigger CIC, robust clawback, anti-hedging/anti-pledging; no excise tax gross-ups; no supplemental executive retirement plan; no options repricing/backdating .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited for executives/directors, reducing misalignment risk .
- Related-party transactions: Board policy governs >$50k transactions; no specific Gaudette-related transactions disclosed .
- Section 16 compliance: One late Form 4 in Jan 2024 due to administrative withholding calculation (RSU/RPSU/DERs) .
- Tax gross-ups: None for Gaudette; company policy allows only standard relocation gross-ups (example disclosed for another NEO) .
Equity Ownership & Alignment Details
| Component | Detail |
|---|---|
| Ownership guideline compliance | Exceeds 3.0x requirement at 8.8x; sales restricted until guideline met; unvested RPSUs/options excluded from guideline calculation |
| Vested vs. unvested | Significant unvested RSUs and unearned RPSUs outstanding, indicating retention hooks and future alignment |
| Near-term vesting windows | RSU tranches scheduled for 1/2/2026 and 1/2/2027; prior 1/2/2025 vested; typical Form 4 tax withholdings may occur around these dates |
Investment Implications
- Alignment: Compensation architecture is tightly linked to cash generation (FCFbG), EBITDA, and market-relative TSR, with high stock ownership and prohibited hedging/pledging signaling strong alignment to shareholder outcomes .
- Retention risk: Material outstanding RSU/RPSU balances and CIC/severance economics (1.5x; 2.99x), plus one-year post-termination non-compete/non-solicit, suggest controlled retention risk; watch vesting windows for potential routine sell-to-cover Form 4 activity around early January annually .
- Execution: Gaudette’s leadership in ERCOT wholesale, TEF-backed capacity adds, and data-center contracts is central to NRG’s growth thesis and margin protection; his public outlook reflects savvy on load-growth monetization, implying continued upside if ERCOT forecasts normalize to actual demand .
- Trading signals: Strong 2024 pay outcomes (200% AIP; max LTIP via 98th percentile TSR) combined with capital return and guidance reaffirmations underscore momentum; monitor Form 4s around vesting and incremental LTIP grants each January for supply signals; insider hedging/pledging risks are structurally suppressed by policy .