John Wander
About John Wander
John C. Wander (age 57) is General Counsel & Corporate Secretary of Talen Energy, serving since June 2023. He brings nearly 30 years of commercial litigation experience, including SEC-facing matters and Delaware Chancery corporate governance trials; he earned a J.D. from The University of Texas School of Law and a B.A. in Economics from Northwestern University . Company performance metrics used for incentive alignment in 2024 include Adjusted EBITDA of $770 million, GAAP Net Income of $1,013 million, and a fixed-$100 TSR value of $158.02 from Nasdaq listing (July 10, 2024) to year-end; annual STI metrics were certified at 200% based on safety, outage and financial performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vinson & Elkins LLP | Shareholder Litigation & Enforcement Partner; Firm’s General Counsel | Not disclosed | Led high-profile energy, accounting, securities litigation; represented issuers/accounting firms before SEC; tried governance cases in Delaware Chancery; held leadership roles: Managing Partner (Dallas), Co-Dept Head Litigation & Regulatory, Co-Practice Group Leader Complex Commercial Litigation, Management Committee |
External Roles
- No external board roles disclosed for John Wander in the proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $285,578 | $550,000 |
| Signing Bonus ($) | $250,000 (awarded) | $250,000 (remaining paid June 19, 2024) |
| STI Target (% of Salary) | Not disclosed | 100% |
| STI Target ($) | Not disclosed | $550,000 |
| Actual STI Paid ($) | $720,304 | $1,485,000 (paid in 2025) |
Performance Compensation
Short-Term Incentive Program (Company Metrics and 2024 Certification)
| Metric | Weight | Target | Actual 2024 | Corporate Payout |
|---|---|---|---|---|
| Safety (LTIR) | 20% | 0.3 | 0.096 | 200% certified |
| Forced Outage (EFOF) | 20% | 3.17% | 2.24% | 200% certified |
| Adjusted EBITDA | 30% | $767mm | $770mm | 200% certified |
| Adjusted Free Cash Flow | 30% | $223mm | $283mm | 200% certified |
| John Wander STI Details (2024) | Value |
|---|---|
| STI Target (% of Salary) | 100% |
| STI Target ($) | $550,000 |
| Corporate Performance Multiplier | 200% |
| Individual Multiplier | Not disclosed |
| Actual STI Payout ($) | $1,485,000 (paid 2025) |
| Vesting/Timing | Cash bonus under STI, paid following certification |
Long-Term Equity Incentives
2023 Grants (RSUs/PSUs; 2023 Equity Plan):
- RSUs vest in equal annual installments over 3 years from vesting commencement; PSUs vest based on Adjusted Equity Value after 3 years; 2024 RSU tranches were settled in cash due to unique share repurchase dynamics (future cash settlement not anticipated) .
- PSUs 2023 performance hurdles and “kicker”:
- Threshold $42.35 (0% vesting), Target $52.52 (100%), Maximum $73.69 (200%), with additional PSUs equal to 1% of market cap above Maximum allocated among executives .
| Instrument | Target Granted (6/2023) | Vesting | Performance Hurdles |
|---|---|---|---|
| RSUs | 62,338 units | Equal annual installments over 3 years from 6/19/2023; 2024 tranche vested and settled in cash | Time-based |
| PSUs | 93,507 target units | 3-year performance period to 5/17/2026 | Adjusted Equity Value hurdles: $42.35 / $52.52 / $73.69; up to 200% + 1% market cap kicker |
Outstanding at 12/31/2024:
| Instrument | Unvested/Unearned Units | Market/Payout Value |
|---|---|---|
| RSUs | 41,559 | $8,372,892 (FMV $201.47) |
| PSUs | 208,944 (reflecting performance >200% incl. kicker) | $42,095,948 (FMV $201.47) |
Form 3 baseline positions (filed July 9, 2024):
| Instrument | Units |
|---|---|
| RSUs (John Wander) | 41,559 |
| PSUs (Max at 200%) | 187,014 |
2025 Equity Awards (Feb-2025 grants; cliff vest Feb-2027):
- Ordinary-course grant (70% PSUs / 30% RSUs) plus supplemental PSU-only retention grant; combined value ~92% of 3-year ordinary course, cliff vest at Feb-2027 .
- PSUs 2025 hurdles:
- Threshold $247.20 (50%), Target $259.11 (100%), Maximum $271.31 (200%), with additional PSUs equal to 3% of market cap above Maximum allocated among executives .
| Instrument | Granted Units | Vesting | Performance Hurdles |
|---|---|---|---|
| RSUs (2025) | 1,963 | Cliff vest at 2 years (Feb-2027); pro-rata vesting on certain terminations; double-trigger CI vesting if assumed | Time-based |
| PSUs (2025) | 7,032 target | 2-year performance to Feb-2027; 0–200% + 3% market cap kicker above Maximum; certain pro-rata and CI treatments | Adjusted Equity Value $247.20 / $259.11 / $271.31 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/19/2025) | “– *” (less than 1% of 45,509,780 shares outstanding) |
| Vested vs Unvested | RSUs unvested: 41,559; PSUs unearned/unvested: 208,944 as of 12/31/2024 |
| Shares Acquired on Vesting (2024) | 20,779 RSUs; settled in cash in 2024 |
| Ownership Guidelines | Executives: 3x base salary (CEO 5x); unvested RSUs/PSUs count toward guideline; holding restrictions expected to aid compliance |
| Hedging & Pledging | Hedging prohibited; holding in margin accounts and pledging of Company shares prohibited |
| Holding Restrictions | Shares from 2023 RSUs/PSUs may not be sold or transferred until earlier of Change in Control or third anniversary of vesting commencement (for John’s awards: 6/19/2023) |
Employment Terms
| Term | John Wander |
|---|---|
| Start Date | June 2023 (General Counsel & Corporate Secretary) |
| Agreement Length | 3-year employment agreement covering salary, annual bonus eligibility, LTI awards, benefits |
| Non-Compete / Non-Solicit | Applicable during employment and for 12 months post-termination |
| Severance (No Cause / Good Reason) | Cash equal to 1x (salary + target bonus) payable over 12 months; for John: $1,100,000 as of 12/31/2024 |
| Death/Disability | Pro rata bonus based on actual performance (for 2024, full-year amounts shown due to hypothetical 12/31 termination): $1,485,000 |
| Change-in-Control (CIC) – Equity | Single-trigger full vesting of RSUs and PSUs based on CIC value (for 12/31/2024: $50,468,772) |
| Clawback | Nasdaq/Exchange Act Section 10D-compliant clawback for restatements; recovery of excess incentive-based comp over 3 prior fiscal years |
| Perquisites (2024) | Term life insurance $2,580; 401(k) discretionary contribution $6,900 |
Compensation Structure Context
- Company does not grant options/SARs currently (shifted to RSUs/PSUs) .
- No equity grants made in 2024; 2024 RSU tranches settled in cash due to significant repurchase activity and tender offer; Committee does not anticipate repeating cash settlement .
- Peer group used for benchmarking (2024): AES, ALLETE, Alliant, Avista, Black Hills, CenterPoint, CMS, Constellation, First Solar, IDACORP, NorthWestern, NRG, OGE, Portland General, Pinnacle West, PPL, TXNM, Vistra .
- Say-on-Pay (2025 Annual Meeting): Approved; votes For 34,207,624; Against 3,002,189; Abstain 201,340; broker non-votes 2,743,217 .
Performance & Track Record Highlights (2024)
- Led legal strategy for AWS data campus sale and long-term PPA; managed listing process on Nasdaq and regulatory engagements (PJM/FERC; RMR agreement extension to 2029 for Brandon Shores/Wagner) .
- Company outcomes underlying STI: Adjusted EBITDA $770mm, Adjusted FCF $283mm, strong safety and outage performance, positioning for $1.95B shareholder returns since May 2023 .
Risk Indicators & Red Flags
- Hedging and pledging prohibited by policy (reduces misalignment risks) .
- Single-trigger CIC equity acceleration across 2023 awards (can incentivize transaction timing; mitigated by strong performance hurdles and holding restrictions pre-CIC) .
- Clawback policy in place for restatements (recovers excess incentive-based comp) .
Say-on-Pay & Shareholder Feedback
- 2024 NEO compensation approved on an advisory basis at the 2025 Annual Meeting; frequency set to annual .
Investment Implications
- Alignment: Heavy PSU exposure tied to Adjusted Equity Value with meaningful outperformance “kickers” and strict holding restrictions improve long-term alignment; hedging/pledging bans further reduce misalignment risk .
- Retention: Multi-year RSU/PSU ladders (2023 three-year; 2025 two-year cliff) plus severance economics (1x salary+target bonus) suggest moderate retention incentives; 2025 awards explicitly structured as retentive through Feb-2027 .
- Trading signals: 2024 RSU cash settlement reduced near-term selling pressure; upcoming RSU/PSU events (June 2025/2026 and Feb 2027) are constrained by holding restrictions unless CIC occurs, moderating supply risk; single-trigger CIC acceleration remains a potential catalyst for equity delivery .
- Governance and pay design: Option-free design, robust clawback, and quantified operating/financial STI scorecard support pay-for-performance; say-on-pay approval indicates investor support for compensation practices .