Anthony Horton
About Anthony Horton
Anthony Horton, age 64, is an independent director of Talen Energy (TLN) since 2023 and currently chairs the Compensation Committee while serving on the Audit and Risk Oversight Committees. He brings 25+ years of energy and technology experience, including service as EVP & CFO at Energy Future Holdings (EFH) and Senior Director of Corporate & Public Policy at TXU Energy. He holds a Master’s in Professional Accounting and Finance (UT Dallas/Arlington) and a B.B.A. in Economics and Management (UT Arlington) and is a CPA, CFA, CMA, and CFM. The Board has affirmatively determined he is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Energy Future Holdings (EFH) | Executive Vice President & Chief Financial Officer | Not disclosed | Senior leadership, financial oversight, restructuring experience |
| TXU Energy | Senior Director, Corporate & Public Policy | Not disclosed | Regulatory and public policy leadership |
External Roles
| Organization | Role | Tenure/Timing | Notes |
|---|---|---|---|
| AR Horton Advisors | Chief Executive Officer | Since Mar 2018 | Advisory leadership |
| Team, Inc. | Lead Independent Director | Since Nov 2021 | Public company board leadership |
| Equiniti Trust Company | Independent Director | Since Feb 2023 | Governance of transfer agent services |
| U.S. Renal Care | Independent Director | Jan 2023 – Feb 2024 | Prior board service |
| Travelport GDS, UK | Independent Director | Mar 2020 – Dec 2023 | Prior board service |
| Mariposa Holdings (Neiman Marcus) | Independent Director | Apr 2020 – Sep 2020 | Prior board service |
| Seadrill Partners | Independent Director | Jan 2020 – May 2021 | Prior board service |
| Arena Energy | Independent Director | Mar 2020 – Sep 2020 | Prior board service |
| NanoLumens | Independent Director & Chair | May 2017 – May 2020 | Board chair experience |
Board Governance
- Committee memberships and roles (2024–2025): Compensation (Chair), Audit (Member), Risk Oversight (Member)
- Independence: Board determined Horton is independent under Nasdaq standards
- Attendance: In 2024, each director attended 100% of scheduled Board and committee meetings and at least 85% of total meetings, with four independent director executive sessions during the year
- Board size/structure: 7 directors; single class; annual elections
| Committee | 2024 Meetings | Horton Role |
|---|---|---|
| Audit | 5 | Member |
| Compensation | 6 | Chair |
| Nominating & Governance | 4 | — |
| Risk Oversight | 4 | Member |
Fixed Compensation
| Component (2024) | Amount | Basis/Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director fee |
| Special board work payments | $50,000 | Two special $25,000 payments for additional off‑cycle meetings |
| Compensation Committee Chair fee | $15,000 | Chair premium |
| Audit Committee member fee | $10,000 | Member premium |
| Risk Oversight Committee member fee | $10,000 | Member premium |
| Total 2024 cash fees (Horton) | $185,000 | Reported as fees earned/paid in cash |
2025 changes: Annual director retainer increased to $125,000; Non‑Executive Chair additional retainer to $125,000 (from $100,000). One‑time 2025 RSU grants to directors were also approved (see Performance Compensation).
Performance Compensation
- Director equity: Each non‑employee director received RSUs under the 2023 Equity Plan vesting in equal annual installments over three years; as of year‑end 2024, each held 8,265 unvested RSUs (Schäfer also held 18,891 PSUs at target) .
- Transfer/holding: Directors may not sell/transfer shares from RSU vesting until the earlier of a Change in Control or the third anniversary of vesting commencement; upon a Change in Control, all unvested director RSUs vest immediately .
- 2025 director grants: RSUs of 717 units to each non‑executive director (1,789 to Chair), cliff vesting on the second anniversary of grant (approved Feb 2025) .
| Director Equity Details | Quantity / Terms |
|---|---|
| Unvested RSUs at 12/31/2024 (per director) | 8,265 units |
| 2025 RSU grant (Horton) | 717 units; vest in full at 2 years |
| Transfer restrictions | No sale/transfer until earlier of CoC or 3rd anniversary of vesting commencement (for 2023 grants) |
| CoC treatment | Immediate vesting of unvested director RSUs |
Compensation Committee oversight metrics (context for Horton’s role as Chair):
- 2024 STI corporate metrics and outcomes certified at 200% for NEOs: Safety (LTIR), Forced Outage (EFOF), Adjusted EBITDA, Adjusted Free Cash Flow.
| 2024 STI Metric | Weight | Target | 2024 Certified Result |
|---|---|---|---|
| Safety (LTIR) | 20% | 0.3 | 0.096 |
| Forced Outage (EFOF) | 20% | 3.17% | 2.24% |
| Adjusted EBITDA | 30% | $767mm | $770mm |
| Adjusted Free Cash Flow | 30% | $223mm | $283mm |
Independent compensation advisor: Lyons, Benenson & Co. retained by the Compensation Committee; provided market data and design support. No other services to the company noted .
Other Directorships & Interlocks
| Company | Nature of Relationship to TLN | Interlock / Conflict Indicator |
|---|---|---|
| Team, Inc. (Lead Independent Director) | No TLN‑reported related‑party transactions | None disclosed |
| Equiniti Trust Company (Director) | No TLN‑reported related‑party transactions | None disclosed |
| Multiple prior boards (U.S. Renal Care, Travelport GDS UK, Mariposa Holdings, Seadrill Partners, Arena Energy, NanoLumens) | No TLN‑reported related‑party transactions | None disclosed |
No related‑party transactions involving Horton were disclosed; TLN’s related‑party section focuses on Rubric Capital share repurchases and stockholder agreements, not director‑specific dealings.
Expertise & Qualifications
- Finance and restructuring leadership (former EFH CFO; broad director experience across turnarounds)
- Credentials: CPA, CFA, CMA, CFM
- Policy and regulatory experience (TXU Energy public policy leadership)
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned (Horton) | 5,133 shares; <1% of outstanding (45,509,780 shares outstanding as of 3/19/2025) |
| Unvested director RSUs (as of 12/31/2024) | 8,265 RSUs (per non‑employee director) |
| Pledging/Hedging | Company policy prohibits pledging, short sales, hedging, and margin accounts for directors/officers |
| Stock ownership guidelines | Non‑employee directors: 3x annual cash retainer; transition period to compliance; unvested RSUs/PSUs count |
Say‑on‑Pay & Shareholder Feedback (Board Oversight Context)
- 2024 NEO compensation approved on an advisory basis (For 34,207,624; Against 3,002,189; Abstain 201,340; broker non‑votes 2,743,217) at the May 7, 2025 annual meeting .
- Frequency of say‑on‑pay: “Every 1 year” selected (36,722,621 votes for 1‑year) .
Governance Assessment
-
Strengths
- Independence and attendance: Horton is independent with strong attendance; Board held regular executive sessions; Compensation Chair signature on CD&A indicates active oversight.
- Committee breadth: Leadership on Compensation, plus Audit and Risk oversight, supports holistic pay‑risk alignment.
- Pay alignment tools: Director equity is time‑based with transfer restrictions; CoC vesting clarity; ownership guidelines and anti‑hedging/pledging enhance alignment.
- Shareholder support: Positive say‑on‑pay outcome and annual frequency adoption support confidence in compensation oversight.
-
Watch items
- Multiple external commitments: Horton holds/held several board roles; while TLN has an overboarding review policy, continued monitoring of time/participation is prudent, especially given committee leadership at TLN.
- Related‑party vigilance: No Horton‑specific related‑party items disclosed; TLN maintains a formal related‑party policy with Audit Committee review.
-
Compensation Committee independence
- No interlocks or insider participation among committee members; independent consultant (LB & Co.) used without other services, reducing conflict risk.
-
Director compensation
- 2024 cash fees totaled $185,000 reflecting committee responsibilities and special meeting load; 2025 increases and RSU grants maintain market competitiveness and retention.
Overall, Horton’s finance credentials, committee leadership, and adherence to independence/ownership policies support investor confidence; ongoing monitoring of external time commitments and continued transparent committee practices are recommended.