Andrew Wright
About Andrew Wright
Andrew M. Wright (age 57) is Chief Administrative Officer of Talen Energy Corporation, a role he has held since June 2023 after serving as General Counsel & Corporate Secretary since June 2018; he oversees human resources, IT, facilities, and corporate security. He holds a J.D. from the University of Notre Dame and a B.B.A. in Accounting from Southern Methodist University, is a CPA, and previously practiced at KPMG and Vinson & Elkins; he has 21 years of power generation sector experience, including leading complex restructurings and M&A at Energy Future Holdings . Company performance context for alignment: 2024 Net Income was $1,013 million, Adjusted EBITDA was $770 million, and post‑listing TSR measured from July 10, 2024 to year‑end equated to $158.02 per $100 invested .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Talen Energy Corporation | General Counsel & Corporate Secretary | June 2018–June 2023 | Led corporate legal matters; experience includes high‑stakes litigation, governance, and stakeholder engagement during significant transactions and transition to public company status . |
| Talen Energy Corporation | Chief Administrative Officer | June 2023–present | Oversees HR, IT, facilities, and corporate security; applies restructuring, M&A and governance expertise to enterprise functions . |
| Energy Future Holdings (EFH) | Executive Vice President, General Counsel & Corporate Secretary; in‑house counsel | 14 years | Led fleet and balance sheet restructurings, complex acquisitions/divestitures, litigation, and regulatory reviews; involved in largest U.S. LBO and major industry restructurings . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Vinson & Elkins (Dallas & London) | Attorney (corporate securities, M&A, governance) | Not disclosed | Corporate securities and M&A practice supporting governance and transactions . |
| KPMG (Chicago) | Accountant (CPA) | Not disclosed | Accounting foundation; CPA credential supports finance and controls orientation . |
Fixed Compensation
- Individual compensation details (base salary, target/actual bonus, equity grant values) for Andrew Wright are not disclosed in the 2025 DEF 14A; NEO compensation is disclosed for other executives only .
Performance Compensation
Company’s 2024 STI program metrics and outcomes (applied to NEOs; Andrew’s participation not disclosed):
| Metric | Weight | Target | Actual | Payout factor |
|---|---|---|---|---|
| Lost Time Incident Rate (Safety) | 20% | 0.3 | 0.096 | 200% corporate achievement . |
| Equivalent Forced Outage Factor | 20% | 3.17% | 2.24% | 200% corporate achievement . |
| Adjusted EBITDA ($mm) | 30% | 767 | 770 | 200% corporate achievement . |
| Adjusted Free Cash Flow ($mm) | 30% | 223 | 283 | 200% corporate achievement . |
- Equity design for executives: 2023 RSUs vest in equal annual installments over three years; 2023 PSUs vest on 3‑year performance with Adjusted Equity Value hurdles (0–200% payout plus a 1% market cap “kicker” above maximum) . In 2024, vested RSUs were settled in cash due to unique tender/share repurchase dynamics, reducing forced selling of stock in that year .
2023 PSU hurdles (executive awards; Andrew’s grants not disclosed):
| Performance level | Adjusted Equity Value per share | Earned PSUs (% of target) |
|---|---|---|
| Threshold | $42.35 | 0% |
| Target | $52.52 | 100% |
| Maximum | $73.69 | 200% |
| Above maximum | >$73.69 | +1% of market cap above max allocated as incremental Earned PSUs |
- 2025 executive awards (cliff vest Feb 2027) include RSUs and PSUs with two‑year hurdles and a 3% market cap “kicker” above maximum; Andrew’s award amounts are not disclosed .
2025 PSU hurdles (executive awards; Andrew’s grants not disclosed):
| Performance level | Adjusted Equity Value per share | Earned PSUs (% of target) |
|---|---|---|
| Below threshold | <$247.20 | 0% |
| Threshold | $247.20 | 50% |
| Target | $259.11 | 100% |
| Maximum | $271.31 | 200% |
| Above maximum | >$271.31 | +3% of market cap above max allocated as incremental Earned PSUs |
Equity Ownership & Alignment
| Item | Policy / Value | Notes |
|---|---|---|
| Beneficial ownership | Not individually disclosed for Andrew | Security ownership lists NEOs/directors individually and shows 185,147 shares held by all directors and executive officers as a group (<1% per person) . |
| Stock ownership guidelines | 3x base salary for executive officers (5x for CEO) | Unvested RSUs/PSUs count; holding restrictions on 2023 RSUs/PSUs expected to aid guideline compliance . |
| Hedging/derivatives | Prohibited for employees and directors | Insider Trading Policy prohibits hedging and publicly‑traded options transactions . |
| Pledging/margin | Prohibited | No holding TLN securities in margin accounts or pledging as loan collateral . |
| Trading controls | Pre‑clearance and blackout windows for covered senior persons | Quarterly and event‑specific blackouts; Rule 10b5‑1 plans require approval and cooling‑off periods . |
Employment Terms
- Company discloses employment agreements and severance/change‑in‑control terms for NEOs (not for Andrew specifically): non‑competition and non‑solicit restrictions during employment and for 12 months after; clawback policy compliant with Nasdaq/Exchange Act Section 10D (3‑year lookback on restatements) .
- NEO severance baseline: one‑times base salary + target bonus (CEO two‑times) payable over 12–24 months; pro‑rata bonus for death/disability; RSU pro‑rata vesting and PSUs remain eligible based on actual performance; change‑in‑control accelerates RSUs and PSUs based on implied Adjusted Equity Value .
- Insider Trading Policy governs trading behavior (pre‑clearance, blackout periods, prohibited hedging/pledging) and applies to officers; Rule 10b5‑1 plan controls and cooling‑off periods are specified .
Investment Implications
- Alignment signals: stringent prohibitions on hedging and pledging, mandatory pre‑clearance/blackouts, and ownership guidelines (3x salary for executive officers) support long‑term alignment and reduce opportunistic trading risk; Andrew is subject to these company‑wide policies .
- Retention risk: Company practice of 12‑month non‑compete/non‑solicit in executive agreements, multi‑year equity with holding restrictions, and recent use of cliff vesting for 2025 executive PSUs/RSUs are retention tools; Andrew’s specific contract terms are not disclosed, so individual risk assessment is constrained .
- Pay-for-performance linkage: Corporate STI metrics (safety, forced outage, Adjusted EBITDA, FCF) paid out at 200% for 2024, and PSU hurdles are aggressive (especially 2025), indicating strong orientation toward operational reliability and equity value creation; however, Andrew‑specific incentive weights/targets are undisclosed .
- Trading signals: RSUs vested in 2024 settled in cash due to extraordinary repurchase activity, which reduced forced selling pressure that year; ongoing blackouts and 10b5‑1 constraints temper insider trading flow visibility .
- Governance and shareholder feedback: 2025 say‑on‑pay passed with 34.2M votes “FOR” and annual frequency endorsed, suggesting investor support for the compensation framework applied to NEOs; no Andrew‑specific vote exists, but overall policy environment remains favorable .