Brad Berryman
About Brad Berryman
Brad L. Berryman (age 56) is Senior Vice President & Chief Nuclear Officer at Talen Energy, responsible for all aspects of the Susquehanna nuclear power plant; he has served as CNO since September 2018 and joined Talen in early 2017 as Site Vice President for Susquehanna . He holds a B.S., summa cum laude, in Organizational Management from Central Baptist College and previously served in the U.S. Navy’s submarine fast attack fleet, bringing over two decades of commercial nuclear operating, technical, training, and financial experience . Talen’s executive pay program links payouts to safety, operating performance, Adjusted EBITDA, and Adjusted Free Cash Flow; in 2024, corporate performance was certified at 200% of target under the Short-Term Incentive program, with company results of $770 million Adjusted EBITDA and $283 million Adjusted Free Cash Flow and GAAP net income of $1,013 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Susquehanna (Talen) | Site Vice President | Not disclosed | Responsible for all plant operations and personnel prior to promotion to CNO |
| Turkey Point Nuclear Generating Station | General Manager | Not disclosed | Led plant-level operations, technical and organizational performance |
| Wolf Creek Nuclear Operating Corporation | Leadership roles | Not disclosed | Technical/operational leadership in commercial nuclear operations |
| Palo Verde Nuclear Generating Station | Leadership roles | Not disclosed | Roles spanning technical, operational and training functions |
| Arkansas Nuclear One | Leadership roles | Not disclosed | Roles across technical and operational capacities |
| U.S. Navy (Submarine fast attack fleet) | Service member | Not disclosed | Nuclear propulsion, discipline and safety culture foundation |
External Roles
No external public company directorships or committee roles are disclosed for Mr. Berryman .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $520,530 | $541,660 | $550,000 |
| Target Bonus (% of Salary) | Not disclosed | Not disclosed | 100% |
Performance Compensation
Short-Term Incentive (STI) – Design and 2024 Outcomes
| Metric | Weight | Target Definition | 2024 Certified Performance | Corporate Payout Factor |
|---|---|---|---|---|
| Safety (Lost Time Incident Rate) | 20% | 0.3 (100%) | 0.096 | 200% |
| Equivalent Forced Outage Factor (EFOR) | 20% | 3.17% (100%) | 2.24% | 200% |
| Adjusted EBITDA | 30% | $640mm (100%) | $770mm | 200% |
| Adjusted Free Cash Flow | 30% | $171mm (100%) | $283mm | 200% |
- Individual performance multipliers (0–150%) apply after corporate performance; the Compensation Committee approved an above-target STI for Mr. Berryman based on Susquehanna capacity factor improvements, cost reductions, INPO standing restoration, NRC inspection management, and fuel risk mitigation .
- Mr. Berryman’s 2024 STI target was $550,000 (100% of salary), with total payout of $1,485,000 .
Long-Term Incentives (LTI)
2023 Grants (June 16, 2023; vesting commencement May 17, 2023):
- RSUs: 62,338 shares; vest in equal annual installments over 3 years; sale restriction until earlier of Change in Control or third anniversary of vest start .
- PSUs: 93,507 target shares; vest at third anniversary based on Adjusted Equity Value (AEV) per-share; sale restriction same as RSUs .
- Target Value: $6,600,000 .
| PSU Performance Hurdles (2023 awards) | 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 PSUs among participating execs |
2025 Grants (February 2025; cliff vest February 2027):
- RSUs: 1,963 shares; vest in full at 2-year anniversary; accelerated vesting on qualifying termination or Change in Control per plan terms .
- PSUs: 7,032 target shares; 2-year performance period; Earned 0–200% of target based on AEV with 3% market-cap kicker above max .
| PSU Performance Hurdles (2025 awards) | 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 PSUs among participating execs |
Additional LTI notes:
- No RSU/PSU grants were made in 2024; RSUs that vested in 2024 were settled in cash due to significant share repurchase/tender activity – a one-off treatment unlikely to recur .
- Talen does not currently grant stock options; there is no specific options timing policy in place .
Equity Ownership & Alignment
Beneficial Ownership (as of March 19, 2025):
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Brad L. Berryman | 20,779 | <1% (45,509,780 shares outstanding) |
Outstanding Equity (as of December 31, 2024; fair value at $201.47/share):
| Award Type | Unvested/Earned Status | Shares | Market Value |
|---|---|---|---|
| RSUs | Unvested | 41,559 | $8,372,892 |
| PSUs | Unearned (actual performance above 200% incl. 1% kicker as of 12/31/24) | 208,944 | $42,095,948 |
Stock Vested in 2024:
| Metric | Value |
|---|---|
| Shares Acquired on Vesting | 20,779 |
| Value Realized on Vesting | $2,243,301 (RSUs settled in cash in 2024) |
Alignment/Policy:
- Executive Stock Ownership Guidelines: 3x base salary for executive officers; unvested RSUs/PSUs count toward compliance; holding restrictions on 2023 awards expected to aid compliance (individual status not disclosed) .
- Insider Trading Policy: Prohibits hedging, short sales, use of publicly traded options, holding Talen securities in margin accounts, and pledging as collateral; establishes blackout periods and 10b5‑1 plan compliance .
- Equity Sale Restrictions: Shares from 2023 RSUs/PSUs cannot be sold or transferred until the earlier of a Change in Control or the third anniversary of vesting commencement (May 17, 2026) ; 2025 RSUs/PSUs cliff vest/measure in February 2027 .
Employment Terms
| Term | Detail |
|---|---|
| Role | SVP & Chief Nuclear Officer (since Sep 2018) |
| Employment Agreement | 3‑year term; includes base salary, annual bonus eligibility, and LTI |
| Non‑compete / Non‑solicit | During employment and for 12 months thereafter; perpetual non‑disparagement/confidentiality |
| Severance (Without Cause / Good Reason) | Cash equal to 1x (base + target bonus) paid over 12 months; pro‑rata vesting of next RSU tranche; PSUs reduced pro‑rata and remain eligible based on performance |
| Potential Payments (as of 12/31/24) | Termination w/o cause or w/ good reason: $1,100,000 cash + $2,615,074 equity acceleration |
| Death/Disability | Pro‑rated annual bonus; $1,485,000 shown for 2024 hypothetical; $2,615,074 equity acceleration |
| Change in Control | Full vesting of RSUs and PSUs (PSUs vest at COC AEV); value indicated at $50,468,772 |
| Clawback Policy | Nasdaq/Exchange Act Section 10D compliant; recovery of excess incentive compensation over prior 3 fiscal years upon restatement |
Performance & Track Record
- 2024 operational leadership: Improved Susquehanna capacity factor, lowered station costs, restored INPO standing to match highest‑performing peers, successfully managed NRC inspections, and executed multiple nuclear fuel transactions to reduce fuel risk and mitigate fuel cost escalation—supporting an above‑target STI outcome .
- Company pay‑versus‑performance: Talen’s 2024 “compensation actually paid” reflects strong equity valuation changes alongside $770mm Adjusted EBITDA, $283mm Adjusted Free Cash Flow, and net income of $1,013mm .
Compensation Peer Group (Benchmarking Context)
Talen’s 2024 compensation peer set included U.S. utilities and IPPs such as The AES Corporation, CMS Energy, Constellation Energy, NRG Energy, Vistra Corp., PPL Corporation, First Solar, CenterPoint, Pinnacle West, Portland General Electric, and others—selected for similar business lines, size, market capitalization, and executive talent competition .
Say‑on‑Pay & Shareholder Feedback
- 2025 say‑on‑pay vote: Approved (For 34,207,624; Against 3,002,189; Abstain 201,340; Broker non‑votes 2,743,217) .
- Frequency: Annual say‑on‑pay vote supported and adopted (1‑Year 36,722,621; 2‑Years 8,723; 3‑Years 486,155; Abstain 193,654) .
Equity Ownership & Alignment Details (Risk Controls)
- Hedging/pledging/margin prohibitions reduce misalignment and selling pressure risk .
- Holding restrictions on 2023 awards until May 17, 2026, and cliff vesting/measurement of 2025 awards in Feb 2027, materially limit near‑term insider share sales, with 2024 RSUs settled in cash to provide liquidity without share issuance .
Compensation Structure Analysis (Signals)
- Cash vs. equity mix: 2024 total comp $2,081,380 for Mr. Berryman with no new stock grants, but large outstanding RSU/PSU balances from 2023 and new 2025 grants; annual STI remained highly performance‑linked .
- Metrics rigor: STI tied to quantifiable safety and reliability (LTIR, EFOR) plus financials (Adjusted EBITDA, Adjusted FCF), with 200% corporate achievement certified for 2024 .
- Equity performance linkage: PSU vesting tied to equity value per share with significant upside at maximum and incremental market‑cap kicker—directly aligning executive pay with shareholder returns .
- No option repricing or grants in 2024; company does not currently grant options, mitigating repricing risk .
Related Party Transactions (Governance context)
No related party transactions involving Mr. Berryman are disclosed; general related party oversight noted (e.g., Rubric share repurchases approved by Board and Audit Committee) .
Multi‑Year Compensation (Disclosed SCT)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | $520,530 | $251,964 | — | $1,197,227 | $20,753 | $1,990,474 |
| 2023 | $541,660 | $665,106 | $7,729,289 | $1,251,994 | $40,498 | $10,228,547 |
| 2024 | $550,000 | — | — | $1,485,000 | $46,380 | $2,081,380 |
Perquisites detail (2024):
- Term life insurance premium $2,580; 401(k) match $20,700; 401(k) discretionary $6,900; HSA $1,200; financial counseling $15,000 .
Investment Implications
- Alignment is strong: STI tied to safety/reliability and cash generation; PSUs directly tied to share price (AEV) with significant leverage at maximum and market‑cap kicker—driving executive focus on operating excellence and equity value .
- Retention risk appears contained: Long‑dated holding restrictions on 2023 awards (through May 2026), 2025 cliff vest/measurement (Feb 2027), and 12‑month non‑compete/non‑solicit reduce near‑term attrition and selling pressure risk; 2024 RSUs were cash‑settled, avoiding near‑term share sales .
- Change‑of‑control economics are sizable: Indicative acceleration value ~$50.47 million as of 12/31/24—important in M&A or recap scenarios; clawback and hedging/pledging prohibitions provide governance safeguards .
- Operational execution: Documented improvements at Susquehanna and disciplined fuel risk management support sustainable performance and STI payout quality, a favorable signal for continued nuclear fleet reliability and cash generation .