Gizman Abbas
About Gizman Abbas
Independent director of Talen Energy (TLN) since May 2023; age 52. Nearly 30 years of energy and investment experience, including senior roles at Apollo Global Management, Goldman Sachs, and Morgan Stanley; earlier engineering roles at Exxon Mobil and Southern Company. Education: B.S. in Electrical Engineering (Auburn University) and MBA (Northwestern Kellogg). Committees: Chair of Nominating & Corporate Governance; member of Audit and Compensation; the Board classifies him as independent under Nasdaq rules and disclosed strong attendance (100% of scheduled meetings in 2024; ≥85% of all meetings) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apollo Global Management | Founding Partner, commodity investment business | Prior to Direct Invest (dates not specified) | Built commodity investment platform |
| Goldman Sachs | Vice President | Prior to Direct Invest (dates not specified) | Energy/commodities finance |
| Morgan Stanley | Investment Associate | Prior to Goldman (dates not specified) | Investment role |
| Exxon Mobil Corporation | Senior Project Engineer (oil & gas construction) | Prior career phase | Engineering management |
| Southern Company | Co‑Op Power Engineer | Early career | Power engineering |
| Direct Invest Development | Founding Principal | Since Dec 2014 | Principal investor/operator |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prairie Operating Company | Director; Audit Committee Chair; Compensation Committee member | Since May 2023 | Audit leadership; comp oversight |
| New York Independent System Operator (NYISO) | Director; Chair—Commerce & Compensation; member—Reliability & Markets | Since Apr 2021 | Market governance; reliability |
| Crown Electrokinetics | Director; Chair—Compensation; member—Audit & Governance | Mar 2021–Dec 2022 | Compensation leadership; audit |
| Aranjin Resources Ltd. | Director; Audit Committee member | May 2016–Dec 2020 | Audit oversight |
| KLR Energy Acquisition Corp. | Director; Chair—Compensation; Audit Committee member | Jan 2016–May 2017 | SPAC comp & audit oversight |
| Handeni Gold | Director; Audit Committee member | Feb 2012–Jul 2017 | Audit oversight |
Board Governance
- Independence: Board determined Abbas is independent under Nasdaq listing standards .
- Attendance: Each director attended 100% of scheduled Board/committee meetings and at least 85% of total meetings in 2024; independent directors held 4 executive sessions; Chair Stephen Schaefer presided .
- Committee assignments (2024):
- Nominating & Corporate Governance: Chair
- Audit: Member (Audit Committee report lists Abbas as a member)
- Compensation: Member
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Chair | 4 |
| Audit | Member | 5 |
| Compensation | Member | 6 |
Note: Abbas’ biographical summary also lists Risk Oversight; the committee matrix shows his service on Audit, Compensation, and Nominating & Governance as of 2024 .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Base annual cash retainer | $100,000 | Paid quarterly |
| Special off‑cycle meeting payments | $50,000 | Two payments of $25,000 (Aug & Dec 2024) |
| Nominating & Governance Chair retainer | $15,000 | Committee chair fee |
| Audit Committee member retainer | $10,000 | Committee member fee |
| Compensation Committee member retainer | $10,000 | Committee member fee |
| Total fees earned (cash) | $185,000 | As disclosed for Abbas |
2025 changes: Non‑employee director annual cash retainer increased to $125,000; Non‑Executive Chair retainer increased to $125,000; each director received an RSU grant (1,789 for Chair; 717 for other directors) vesting on the second anniversary .
Performance Compensation
- Director equity: Each non‑employee director held 8,265 unvested RSUs as of 12/31/2024; the company imposes holding restrictions on vested RSUs until the earlier of a change in control or the third anniversary of vesting commencement .
| Equity Item | Quantity | Vesting/Restrictions | Citation |
|---|---|---|---|
| Unvested RSUs (12/31/2024) | 8,265 | Vests in equal annual installments over three years from 2023 grant; holding restrictions apply | |
| 2025 RSU grant | 717 | Vest in full on second anniversary of grant date (Feb 2025 grant) |
Pay‑for‑performance structure (executive program context overseen by Compensation Committee):
| Metric (2024 STI Program) | Weight | Threshold | Target | Maximum | 2024 Performance (Certified) |
|---|---|---|---|---|---|
| Safety (Lost Time Incident Rate) | 20% | 0.5 | 0.3 | 0.1 | 0.096 |
| Forced Outage Performance (Equivalent Forced Outage Factor) | 20% | 4.76% | 3.17% | 2.54% | 2.24% |
| Adjusted EBITDA | 30% | $512 million | $640 million | $767 million | $770 million |
| Adjusted Free Cash Flow | 30% | $120 million | $171 million | $223 million | $283 million |
- The Compensation Committee certified 200% corporate performance for 2024 under the STI Program; directors oversee this framework and consultant support (LB & Co.) for benchmarking and governance oversight .
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Prairie Operating Company | Director; Audit Chair; Compensation member | No TLN‑related party transactions disclosed with Prairie; TLN maintains a related‑party review policy |
| NYISO | Director; Commerce & Compensation Chair; Reliability & Markets member | Market governance role; no TLN related‑party transactions disclosed |
| Prior boards (Crown Electrokinetics, Aranjin Resources, KLR Energy Acquisition, Handeni Gold) | Various committee leadership | Past roles; no TLN related‑party transactions disclosed |
Expertise & Qualifications
- Financial, investment, and energy operating expertise; broad committee leadership across audit and compensation functions on multiple boards .
- Technical background in electrical engineering and utility markets; NYISO board experience adds sector regulatory and market design insight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Date/Context |
|---|---|---|---|
| Gizman Abbas | 4,133 | <1%* | As of March 19, 2025; 45,509,780 shares outstanding |
*Per proxy table designation (<1%). TLN prohibits hedging, short sales, options transactions, margin accounts, and pledging of company securities; these policies apply to directors and help alignment with shareholders .
Stock ownership guidelines: Non‑employee directors must hold equity equivalent to 3x their annual cash retainer; unvested RSUs and PSUs count toward guidelines .
Insider Trades (Form 4 – 2025)
| Transaction Date | Filing Date | Type | Security | Quantity | Price | Post‑Txn Ownership | Source (SEC URL) |
|---|---|---|---|---|---|---|---|
| 2025‑02‑28 | 2025‑03‑04 | Award (A‑Award) | 2025 RSUs | 717 | $0.00 | 717 | |
| 2025‑06‑09 | 2025‑06‑09 | M‑Exempt (conversion) – Disposition | 2023 RSUs | 4,132 | $0.00 | 4,133 | |
| 2025‑06‑09 | 2025‑06‑09 | M‑Exempt (conversion) – Acquisition | Common Stock | 4,132 | $0.001 | 4,132 | |
| 2025‑06‑09 | 2025‑06‑09 | D (Return to issuer, likely tax withholding) | Common Stock | 1,529 | $240.30 | 2,603 |
Records reflect RSU grant and subsequent conversions/withholding; post‑transaction holdings shown per Form 4 “securitiesOwned” field.
Say‑on‑Pay & Shareholder Feedback (2025 Annual Meeting)
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Say‑on‑Pay (2024 NEO compensation) | 34,207,624 | 3,002,189 | 201,340 | 2,743,217 |
| Frequency (Say‑on‑Pay) | 1‑year: 36,722,621 | 2‑years: 8,723 | 3‑years: 486,155 | 193,654 |
| Auditor ratification (PwC FY2025) | 40,075,604 | 74,750 | 4,016 | — |
Director election (2025): Abbas received 36,883,485 “FOR” and 527,668 “WITHHELD” votes; broker non‑votes 2,743,217 .
Governance Assessment
-
Strengths:
- Independence and strong engagement: Independent under Nasdaq standards; 100% scheduled attendance; executive sessions held regularly .
- Governance leadership: Chairs Nominating & Governance; serves on Audit and Compensation; audit experience corroborated by Audit Committee membership .
- Alignment and discipline: Director RSUs with multi‑year vesting and holding restrictions; anti‑hedging/pledging policy and stock ownership guidelines support alignment .
- Compensation oversight infrastructure: Use of independent consultant (LB & Co.) and clear performance metrics for executive STI (safety, outages, Adjusted EBITDA/FCF) .
-
Watch items / potential signals:
- Relative voting signal: Abbas had materially more “WITHHELD” votes than several peers (527,668 vs. 81,469–201,110 for others), which may indicate investor scrutiny; monitor future votes and engagement disclosures .
- Overboarding scrutiny: Board policy flags new outside directorships for review; Abbas holds multiple external roles—appropriate per policy but should be monitored versus workload and TLN needs .
- Related‑party oversight: TLN disclosed significant transactions (e.g., share repurchases from Rubric); no Abbas‑specific related party transactions disclosed; Audit Committee oversees related party reviews .
No director‑specific legal proceedings, pledging, loans, or other related‑party transactions were disclosed for Abbas; insider activity in 2025 reflects standard RSU awards/conversions with tax withholding .