Craig Cornelius
SunrunAbout Craig Cornelius
Craig Cornelius was appointed to Sunrun’s Board on November 6, 2025 as a Class III director; he was concurrently named to the Audit Committee and the Nominating, Governance & Sustainability (NGS) Committee and will stand for re‑election at the 2026 annual meeting . He is a non‑employee director eligible for Sunrun’s Non‑Employee Director Compensation Policy; his initial Form 3 reported no beneficial ownership as of November 10, 2025 . Cornelius is CEO of Clearway Energy, Inc. (NYSE: CWEN/CWEN.A) since July 2024 and President/CEO of Clearway Energy Group since its 2018 formation; earlier he led NRG’s renewables division, was an investor at Hudson Clean Energy Partners, and managed the U.S. DOE Solar Energy Technologies Program, where he launched the $1.5B Solar America Initiative; he holds an A.B. from Princeton and an M.A. from George Washington University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clearway Energy, Inc. (public affiliate) | Chief Executive Officer | Since Jul 2024 | Leads public IPP; operational and financial stewardship |
| Clearway Energy Group LLC | President & Chief Executive Officer | Since Sep 2018 | Led post‑NRG spin‑out; scaled wind/solar platforms |
| NRG Energy, Inc. | President, Renewables; earlier led new business in renewables | 2013–2018 (roles at NRG) | Oversaw origination, development, E&C, operations/asset mgmt |
| Hudson Clean Energy Partners | Principal → Managing Director (solar investing) | ~5 years (prior to NRG) | Private equity investing in solar assets/companies |
| U.S. Dept. of Energy | Program Manager, Solar Energy Technologies Program | ~5 years (prior to Hudson) | Created the $1.5B Solar America Initiative |
External Roles
| Organization | Position | Public/Private | Notes |
|---|---|---|---|
| Clearway Energy, Inc. (CWEN/CWEN.A) | Chief Executive Officer | Public | CEO since July 2024 |
| Clearway Energy Group LLC | President & CEO | Private | CEO since 2018 formation |
Board Governance
- Committee assignments: Audit Committee member; Nominating, Governance & Sustainability (NGS) Committee member (effective Nov 6, 2025) .
- Independence/eligibility: Sunrun discloses that Audit and NGS committees are comprised entirely of independent directors under Nasdaq rules; Cornelius’s appointment to both committees indicates he meets committee independence requirements, although a formal independence determination for him has not yet appeared in a proxy filing .
- Related‑party safeguards: Sunrun’s Audit Committee oversees related‑party transactions under a written policy; Cornelius’s appointment 8‑K states no Item 404(a) related‑party transactions, no family relationships, and no selection arrangements .
- Board size change: The Board was increased from eight to nine directors in connection with his appointment .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (non‑employee) | $70,000 | Paid quarterly; pro‑rated for new directors |
| Lead Independent Director retainer | $35,000 | Not applicable to Cornelius unless designated |
| Audit Committee – member fee | $12,500 | Annual, for non‑chair members |
| NGS Committee – member fee | $9,000 | Annual, for non‑chair members |
| Meeting fees | $1,000 per meeting after 6th | Applies if a board/committee exceeds six meetings/year; not aggregated |
Performance Compensation
| Element | Structure | Metrics/Terms |
|---|---|---|
| Equity – Annual RSU grant | Fixed‑value RSUs (time‑based) | $180,000 annual value; vests 100% on Jan 1 following grant; new directors receive a prorated RSU at appointment |
| Performance equity for directors | None | Sunrun specifies no performance awards for directors |
Sunrun’s director program emphasizes equity, fixed‑value RSUs, and no perquisites/special benefits, supporting alignment without pay‑for‑performance features at the board level .
Other Directorships & Interlocks
- Public company directorships disclosed: None in the appointment 8‑K (he is an executive—CEO—of Clearway Energy, Inc.; the filing does not state he is a CWEN director) .
- Interlocks/arrangements: 8‑K reports no arrangements or understandings for his selection, no family relationships, and no transactions requiring disclosure under Item 404(a) .
Expertise & Qualifications
- Energy/IPP operator and developer: CEO of clear‑energy platforms (Clearway) and former President of NRG Renew; deep experience across origination, development, construction, operations, and asset management .
- Government & policy: Former DOE Solar Program Manager; initiated the $1.5B Solar America Initiative .
- Capital allocation/investing: Prior solar investor at Hudson Clean Energy Partners; strategic M&A and project acquisitions at NRG .
- Education: A.B., Princeton (History of Science); M.A., George Washington University (Science, Technology, and Public Policy) .
Equity Ownership
| Date | Filing | Beneficial Ownership | Notes |
|---|---|---|---|
| Nov 10, 2025 | Form 3 (initial statement) | 0 shares | “No securities are beneficially owned.” |
Eligibility: As a non‑employee director, Cornelius is eligible for Sunrun’s prorated initial RSU at appointment and standard annual RSU thereafter, subject to the company’s director equity policy (time‑based vesting) .
Governance Assessment
- Positive signals:
- Immediate placement on Audit and NGS committees leverages his operating, finance, and governance experience; committees are fully independent under Nasdaq standards .
- 8‑K disclosures show no related‑party transactions, selection arrangements, or family ties, reducing conflict risk on entry .
- Sunrun’s governance framework includes an insider trading policy prohibiting hedging/pledging and a robust related‑party oversight process via the Audit Committee, which mitigates alignment and conflict risks .
- Watch items:
- Cornelius is CEO of Clearway Energy, Inc. (public IPP). While Sunrun disclosed no Item 404(a) transactions at appointment, ongoing monitoring for counterpart relationships is prudent; Sunrun’s policy requires Audit Committee review/approval of any related‑party transactions that may arise .
- Initial Form 3 shows zero holdings; alignment will be driven by standard director RSUs and Sunrun’s director stock ownership guidelines (5x annual cash retainer), which apply over time .
Director Compensation & Alignment Reference (Program Features)
- Emphasis on equity/time‑based RSUs; annual fixed‑value grants with one‑year vesting .
- Cash retainers by role (Board, committee member/chair, Lead Independent Director); limited meeting fees .
- Director Stock Ownership Guidelines: 5x annual cash retainer; compliance is tracked (as of YE2024, all then‑serving non‑employee directors were in compliance) .
- No performance awards, perquisites or special benefits for directors .
- Hedging and pledging of company stock are prohibited under Sunrun’s insider trading policy .