Christine Benson Schwartzstein
About Christine Benson Schwartzstein
Christine Benson Schwartzstein (age 44) is an independent director of Talen Energy Corporation (TLN) since 2023, serving on the Nominating & Governance and Risk Oversight Committees. She brings 17 years of energy finance and structured risk management experience from Goldman Sachs and subsequent principal/advisory roles at Orion Infrastructure Capital, with an A.B. in Earth and Planetary Sciences, magna cum laude, from Harvard University. The Board has affirmatively determined she is independent under Nasdaq listing standards; in 2024 she attended 100% of scheduled Board and committee meetings and at least 85% of total meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | Managing Director, Financing Group (Structured Finance & Risk Management); prior MD in Energy Sales & Structuring; Analyst on Energy team | 17 years (began 2004) | Led commodity structured finance efforts within Investment Banking; risk management expertise |
| Orion Infrastructure Capital (OIC) | Managing Director & Investment Principal; later Senior Advisory Board member | To 2022; Advisory Board post‑retirement | Principal investing and advisory in infrastructure; governance/strategy input |
External Roles
| Organization | Role | Start | Committees |
|---|---|---|---|
| Delek US Holdings, Inc. | Director | Jan 2024 | Environmental, Health & Safety; Technology |
| Just Energy (U.S.) Corp. | Director | Feb 2024 | Not specified |
| Apollo Infrastructure Company | Director | Oct 2023 | Audit Committee |
Board Governance
- Independence: Board determined Ms. Benson is independent under Nasdaq standards.
- Committees: Nominating & Governance; Risk Oversight (member; not chair).
- Attendance: Board held 4 scheduled and 7 unscheduled formal meetings; each director attended 100% of scheduled meetings and at least 85% of total Board/committee meetings in 2024. Executive sessions of independent directors occurred four times.
- Committee mandates: Nominating & Governance oversees board leadership structure, annual board/committee effectiveness evaluation, and governance guidelines; Risk Oversight reviews enterprise risk management, commodity/credit/liquidity exposures, operational risks (including nuclear/fossil), and related policies.
- Overboarding review policy: Accepting new directorships triggers review of board membership; time/participation expectations emphasized.
| Committee | Member/Chair | 2024 Meetings |
|---|---|---|
| Nominating & Governance | Member | 4 |
| Risk Oversight | Member | 4 |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Annual cash retainer | $100,000 |
| Nominating & Governance Committee member fee | $7,500 |
| Risk Oversight Committee member fee | $10,000 |
| Two off‑cycle payments for additional meetings (Aug & Dec 2024) | $50,000 (2 × $25,000) |
| Total fees earned in cash | $167,500 |
Notes:
- 2025 retainer increased to $125,000; Chair additional retainer increased to $125,000 (applies generally; individual 2025 reporting will appear in 2026 proxy).
Performance Compensation
| Equity Vehicle | Grant/Status | Quantity | Vesting/Terms |
|---|---|---|---|
| RSUs (director grants from 2023 plan) | Unvested at 12/31/2024 | 8,265 | Vests in equal annual installments over three years; directors cannot sell/transfer vested shares until earlier of Change in Control or third anniversary of vesting commencement date. |
| RSUs (Feb 2025 director grant) | Granted | 717 | Vests in full on the second anniversary; standard forfeiture/acceleration provisions consistent with director RSU terms. |
- No director PSUs or options disclosed for Ms. Benson; Company currently does not grant new options/SARs.
- Stock ownership guidelines: Non‑employee directors must hold equity equal to 3× annual cash retainer; unvested RSUs/PSUs count toward compliance. Hedging, short sales, margin accounts, and pledging are prohibited.
Other Directorships & Interlocks
- Current public company boards: Delek US Holdings, Inc.; committee roles in EHS and Technology.
- Other boards: Just Energy (U.S.) Corp.; Apollo Infrastructure Company (Audit Committee).
- Interlocks/conflicts: No compensation committee interlocks disclosed; no related‑party transactions involving Ms. Benson disclosed. TLN’s related‑party transactions policy requires Audit Committee review and conflicted director recusal.
Expertise & Qualifications
- Energy markets and commodity structured finance leadership at Goldman Sachs (Investment Banking and Securities Divisions).
- Principal investing/advisory experience at OIC; infrastructure governance.
- Technical education in Earth & Planetary Sciences; risk management orientation through finance roles.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Christine Benson Schwartzstein | 4,133 | <1% (out of 45,509,780 shares outstanding) | Beneficial ownership per SEC rules; separate from unvested RSUs noted below. |
| Unvested RSUs held (12/31/2024) | 8,265 | n/a | Unvested director RSUs outstanding. |
Policy alignment:
- Prohibition on hedging and pledging; blackout periods and 10b5‑1 plan compliance in Insider Trading Policy.
- Director stock ownership guidelines at 3× annual retainer; unvested RSUs count toward guideline compliance.
Governance Assessment
- Strengths: Independence; full scheduled meeting attendance; active roles on Nominating & Governance and Risk Oversight Committees; strong risk/structured finance background relevant to TLN’s commodity, nuclear, and data‑center power strategy.
- Alignment: Meaningful unvested RSUs and additional 2025 RSUs support long‑term alignment; robust anti‑hedging/pledging policy and director ownership guidelines enhance investor confidence.
- Watch items: Multiple external directorships warrant ongoing monitoring under TLN’s overboarding and time/participation criteria, though 2024 attendance metrics were strong. No related‑party transactions disclosed for Ms. Benson.
No red flags identified in the proxy regarding Ms. Benson’s independence, attendance, or related‑party transactions. Director equity is time‑based RSUs (not performance‑based), which is common for non‑employee directors and coupled with holding restrictions to support long‑term alignment.