Cole Muller
About Cole Muller
Cole Muller (age 44) serves as Executive Vice President, Strategic Ventures at Talen Energy, leading Cumulus Data Center, Digital Coin, Renewables and Battery Storage businesses; he joined Talen in 2018 and has held multiple leadership roles, including SVP for Cumulus Growth and leader of PJM Fossil . Education: B.S. in Mathematics (U.S. Naval Academy), MBA (Wharton), JD (University of Pennsylvania); prior service as a U.S. Navy submarine officer . Company performance anchors pay-for-performance: 2024 Adjusted EBITDA $770 million and Adjusted Free Cash Flow $283 million, with Net Income $1,013 million ; 2024 TSR measured from the Nasdaq listing date produced $158.02 value on a fixed $100 investment through year-end .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Talen Energy | EVP, Strategic Ventures | Since Jun 2023 | Leads strategic initiatives and partnerships across data center, crypto, renewables, storage, maximizing asset value . |
| Talen Energy | SVP, Cumulus Growth | Nov 2021–Jun 2023 | Drove decarbonization, repowering, development across generation footprint . |
| Talen Energy | PJM Fossil Business Unit Leader | Mar 2019–Mar 2022 | Responsible for >8 GW across PA, MD, NJ . |
| McKinsey & Co. | Associate Partner | Pre-2018 | Advised energy clients (including Talen) on strategy and operational transformations . |
| U.S. Navy | Submarine Officer | Prior | Operational leadership; technical and discipline credentials . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | Proxy biography does not list external public-company directorships for Mr. Muller . |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $465,000 as of Jan 1, 2024; increased to $500,000 on Aug 14, 2024 . | Increased based on significant contributions . |
| Base Salary (current) | $600,000 as of Mar 17, 2025 . | Aligns with similarly situated executives . |
| Perquisites (2024) | Term life insurance $498; 401(k) match $13,800; 401(k) discretionary $6,900; HSA $1,200; financial counseling $6,986; total $29,384 . | Provided on the same basis as other eligible employees; exec financial advisor allowance up to $15,000 . |
Performance Compensation
Annual Short-Term Incentive (STI) – 2024 Program Outcomes
| Executive | 2024 STI Target (% of Salary) | 2024 STI Target ($) | 2024 STI Total Payout |
|---|---|---|---|
| Cole Muller | 100% | $500,000 | $1,350,000 |
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Notes |
|---|---|---|---|---|---|---|
| Safety (Lost Time Incident Rate) | 20% | 0.5 | 0.3 | 0.1 | 0.096 | Corporate performance certified; contributes to 200% achievement . |
| Equivalent Forced Outage Factor | 20% | 4.76% | 3.17% | 2.54% | 2.24% | Corporate performance certified; contributes to 200% achievement . |
| Adjusted EBITDA ($mm) | 30% | $512 | $640 | $767 | $770 | Corporate performance certified; contributes to 200% achievement . |
| Adjusted Free Cash Flow ($mm) | 30% | $120 | $171 | $223 | $283 | Corporate performance certified; contributes to 200% achievement . |
| Corporate Achievement | — | — | — | — | 200% | Compensation Committee certified corporate metrics at 200% . |
2024 highlights specific to Muller: led sale of Cumulus Data Campus to AWS, secured early release of escrow, consolidated 100% ownership of Nautilus bitcoin facility and eliminated below-market PPA; active investor relations support; above-target STI approved .
Long-Term Incentives – Equity
| Grant Year | Instrument | Target/Granted | Vesting | Performance Hurdles | Liquidity/Holding |
|---|---|---|---|---|---|
| 2023 | RSUs | 39,528 RSUs; target LTI value $4,185,000 . | Equal annual installments over 3 years from vesting commencement (May 17, 2023), continued service required . | N/A (time-based) | Shares from 2023 RSUs/PSUs cannot be sold/transferred until earlier of Change in Control or third anniversary of vesting commencement . |
| 2023 | PSUs | 59,292 target PSUs . | Vest at 3-year mark based on Adjusted Equity Value; 0–200% of target plus 1% market cap kicker above maximum . | Threshold $42.35; Target $52.52; Maximum $73.69 per share . | 2024 RSU vesting settled in cash due to unique repurchase/tender dynamics; Committee does not anticipate repeating cash settlement . |
| 2025 | RSUs | 2,141 RSUs . | Cliff vest Feb 2027; pro-rata vest on certain terminations; full vest if terminated without cause/for good reason within 12 months post CoC . | N/A (time-based) | — |
| 2025 | PSUs (ordinary course + supplemental retention) | 7,672 target PSUs . | Vest at 2-year mark based on Adjusted Equity Value; 0–200% of target plus 3% market cap kicker above maximum; assumed awards remain outstanding on double-trigger; if not assumed at CoC, immediate vest based on Adjusted Equity Value . | Threshold $247.20; Target $259.11; Maximum $271.31 per share . | — |
Outstanding Equity at FY2024 Year-End (Fair Value $201.47/share)
| Instrument | Unvested Units | Market Value ($) |
|---|---|---|
| RSUs (granted 2023) | 26,352 | $5,309,137 |
| PSUs (granted 2023; based on actual performance) | 132,489 | $26,692,559 |
Cumulus Long-Term Incentive Plan (LTIP) – Cash
| Item | Detail |
|---|---|
| Award | Replacement LTIP grant in Mar 2024; max payout $1.3 million; milestones updated in Feb 2024 to align with AWS Cumulus campus sale . |
| 2024 Earned | $1,053,750 paid upon milestone achievement tied to AWS transaction; eligible for future payments upon subsequent milestones . |
| Termination treatment | Eligible for LTIP bonus if position eliminated without Cause in connection with a triggering transaction; otherwise forfeiture . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 13,176 shares; less than 1% of outstanding . |
| Shares outstanding (as of Mar 19, 2025) | 45,509,780 . |
| Ownership % (beneficial) | ~0.029% (13,176 / 45,509,780), calculated from disclosed figures . |
| Vested vs unvested | Unvested: 26,352 RSUs and 132,489 PSUs (at actual performance) at YE 2024 . 2023 awards subject to holding until earlier of CoC or 3-year anniversary . |
| Options (exercisable/unexercisable) | Company does not currently grant options/SARs; no option awards outstanding . |
| Stock ownership guidelines | 3x base salary for executive officers; RSUs/PSUs count toward compliance; holding restrictions on 2023 awards expected to aid compliance . |
| Hedging/pledging | Insider Trading Policy prohibits hedging, short sales, holding in margin accounts, and pledging Talen securities . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment agreement | Three-year term; includes base salary, annual bonus, LTI eligibility; participation in benefit plans; non-compete and non-solicit during employment and for 12 months thereafter; perpetual non-disparagement and confidentiality . |
| Severance (without Cause / with Good Reason) | Cash payment equal to one-times base salary + target annual bonus, payable over 12 months following separation, subject to release/compliance . |
| Death/Disability | Pro-rata annual bonus for the year of termination based on actual results, prorated by days employed . |
| Change in Control (CoC) – 2023 awards | All outstanding RSUs and PSUs fully vest at CoC (PSUs based on implied Adjusted Equity Value) . |
| Change in Control – 2025 awards | RSUs: full vest on termination without Cause/for Good Reason within 12 months post-CoC; PSUs: if assumed, remain outstanding and vest on actual performance (double-trigger); if not assumed, immediate vest based on Adjusted Equity Value at CoC . |
| “Cause” | Defined to include fraud/misconduct; legal violations causing material injury; material breach; theft/embezzlement; breach of loyalty/policy violations; felony/moral turpitude conviction or plea . |
| “Good Reason” | Material adverse change in title/duties; material salary reduction; relocation >50 miles; material breach by Company, each uncured within 30 days after notice . |
Compensation Structure Analysis
- Year-over-year shift: Base raised within 2024 and again in March 2025 (to $600,000) while maintaining high at-risk pay via STI and significant PSU-heavy LTI (2025 grants 70% PSUs + supplemental 100% PSUs), reinforcing pay-for-performance and retention through Feb 2027 cliff vest .
- Performance linkage: STI metrics weighted to safety, operational reliability, Adjusted EBITDA and Adjusted FCF; 2024 corporate metrics certified at 200%, with above-target individual payout reflecting strategic execution (AWS campus sale, Nautilus consolidation) .
- Equity risk profile: 2023 awards include strict holding restrictions until earlier of CoC or 3-year anniversary; 2025 awards are cliff vest PSUs/RSUs in 2027 with high Adjusted Equity Value hurdles, increasing alignment and retention .
- Governance: Clawback policy compliant with Nasdaq/Exchange Act 10D; hedging/pledging prohibited; ownership guidelines enforce meaningful skin-in-the-game .
Investment Implications
- Alignment and retention: Large unvested PSU/RSU balances and 2027 cliff-vesting structure, coupled with strict holding restrictions and prohibition on pledging/hedging, signal strong alignment and lower near-term selling pressure; 2024 cash settlement of RSUs was a one-off tied to tender dynamics, not expected to recur .
- Pay-for-performance signal: 2024 STI certified at 200% on safety, fleet reliability, and robust financial outcomes (Adjusted EBITDA $770mm; FCF $283mm), with Muller's AWS and Nautilus transactions underpinning above-target payout—supportive of execution momentum into data-center-aligned strategy .
- Change-of-control economics: 2023 awards carry single-trigger acceleration at CoC, while 2025 awards introduce more double-trigger elements; this mix balances shareholder-aligned PSU hurdles with retention, but investors should note potential equity acceleration under strategic transactions .
- Ownership: Beneficial holdings are modest (~0.029% calculated from disclosed figures), but unvested RSUs/PSUs and ownership guidelines (3x salary) provide economic exposure; absence of options reduces repricing risk .