Stephen Schaefer
About Stephen Schaefer
Stephen Schaefer is the independent Chairman of Talen Energy Corporation’s Board, age 61, serving since 2023. He is a Chartered Financial Analyst with a B.S., magna cum laude, in Finance and Accounting from Northeastern University (1987). His career spans deregulated natural gas and electricity markets since 1993, with senior investing and operating roles across power and energy. He presides over executive sessions of independent directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Riverstone Holdings | Partner focused on energy investing; member of two investment committees; led conventional power and renewables | 2004–2015 | Primary responsibility for power/renewable investments; investment committee oversight |
| Huron Consulting Group | Managing Director; founded and headed Energy Practice | Pre-2004 | Built energy advisory capability |
| Duke Energy North America | Managing Director and Vice President | 1998–2003 | Commercial leadership in power markets |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GenOn Holdings Inc. | Director; Chairman of the Board (until May 2023) | Since Dec 2018; Chair until May 2023 | Board leadership through restructuring period |
| Just Energy Group, Inc. | Director; Audit Committee Chair; member of Risk and Compensation Committees | Since Sep 2020; until Dec 2022 | Oversight of audit, risk, and compensation practices |
| TexGen Power LLC | Director; Chairman of the Board | May 2018–Feb 2024 (company sold) | Board leadership to sale completion |
| Alpine Summit Energy Partners | Director; Audit Committee Chair; member of Reserves and Compensation | Sep 2021–Nov 2023 (company sold) | Financial controls and reserves oversight |
Board Governance
- Independence: The Board determined Schaefer is independent under Nasdaq listing standards.
- Role: Non-executive Chairman of the Board; presided over independent director executive sessions (four in 2024).
- Committee memberships: Not listed as a member of standing committees (Audit, Compensation, Nominating & Governance, Risk). The Board maintained four committees with 2024 meeting counts Audit (5), Compensation (6), Nominating & Governance (4), Risk (4).
- Attendance: The Board held 4 scheduled and 7 additional formal meetings in 2024; each director attended 100% of scheduled meetings and at least 85% of total Board and committee meetings.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base annual director retainer (cash) | $100,000 | Paid quarterly in arrears |
| Additional retainer – Non-Executive Chair | $100,000 | Paid quarterly; option to receive as RSUs with one-year cliff |
| Special off-cycle meeting payments | $50,000 | Two payments of $25,000 in Aug and Dec 2024 |
| Total fees earned (cash) | $250,000 | Schaefer’s 2024 director compensation total |
2025 changes approved in Feb 2025: Base director retainer increased to $125,000; Chair retainer increased to $125,000.
Performance Compensation
| Instrument | Grant reference/date | Shares | Vesting | Key terms |
|---|---|---|---|---|
| RSUs (director program) | Directors serving as of May 17, 2023 received RSUs | 8,265 unvested RSUs held by each non-employee director as of 12/31/2024 | Equal annual installments over three years | No sale/transfer until earlier of Change in Control or third anniversary of vesting commencement; accelerates upon Change in Control |
| RSUs (2025 grant) | Feb 2025 Board approval | 1,789 RSUs to Schaefer | Cliff vests on second anniversary | Same terms as 2023 RSUs for directors |
| PSUs (director holding) | As of 12/31/2024 | 18,891 PSUs at target level held by Schaefer | Not disclosed for director program | PSU performance hurdles for directors not separately disclosed; director PSUs noted as outstanding |
Note: The proxy does not disclose director-specific PSU performance metrics. RSU holding/transfer restrictions and Change-in-Control acceleration are disclosed for directors.
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock | Potential conflict note |
|---|---|---|---|
| GenOn Holdings Inc. | Power generation (private) | TLN management has prior GenOn ties (e.g., CEO previously Executive Chairman/CEO of GenOn; not Schaefer-specific) | No related-party transactions disclosed involving Schaefer/GenOn in TLN proxy |
| Just Energy Group, Inc. | Retail energy (public) | Prior board role through Dec 2022 | No TLN-related transactions disclosed |
| TexGen Power LLC | Power (private) | Role ended Feb 2024 on sale | No TLN-related transactions disclosed |
| Alpine Summit Energy Partners | Energy | Role ended Nov 2023 on sale | No TLN-related transactions disclosed |
The proxy’s related-party transactions section details major shareholder (Rubric) repurchases; it does not identify transactions involving Schaefer or his affiliated entities.
Expertise & Qualifications
- Energy markets expertise since 1993; leadership roles in power generation and investment.
- Finance/accounting background; Chartered Financial Analyst.
- Private equity investment committee experience; audit/risk/compensation committee leadership at prior boards.
Equity Ownership
| Holder | Direct beneficial ownership (shares) | % of outstanding | Unvested RSUs | PSUs (target) |
|---|---|---|---|---|
| Stephen Schaefer | 4,133 | <1% (of 45,509,780 outstanding) | 8,265 (as of 12/31/2024) | 18,891 (as of 12/31/2024) |
Stock ownership guidelines: Directors must hold equity equal to 3x their annual cash retainer; RSUs/PSUs (granted but unvested) count; transition period applies. Hedging, short sales, publicly traded options, margin accounts, and pledging are prohibited.
Governance Assessment
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Strengths:
- Independent Chairman with deep sector knowledge and prior committee leadership, enhancing board oversight and strategic guidance.
- High engagement: 100% attendance at scheduled meetings; presided over executive sessions, indicating active independent oversight.
- Director equity and ownership guidelines support alignment; prohibitions on hedging/pledging reduce misalignment risk.
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Compensation and alignment:
- Cash compensation is reasonable for Chair role (base + chair + incremental for additional meetings). Equity grants (RSUs; PSUs outstanding) add long-term alignment with vesting and transfer restrictions.
- 2025 RSU grant enhances retention/alignment with two-year cliff.
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Conflicts and related-party exposure:
- Proxy outlines a robust related-party transaction policy and audit committee review; 2024 transactions highlighted are share repurchases from a major shareholder (Rubric), not director-related.
- Prior affiliations (GenOn, Just Energy, TexGen, Alpine Summit) are historical; no TLN-related transactions tied to Schaefer are disclosed.
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RED FLAGS to monitor:
- Director PSUs outstanding without director-specific performance metric disclosure could warrant investor questions on the design and alignment of director performance pay vs. standard practice.
- Overboarding risk monitored by TLN policy; Schaefer’s current disclosed external board service appears concluded, mitigating immediate overboarding concerns. TLN’s governance framework includes annual evaluations and overboarding review.
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Overall:
- Evidence supports strong board effectiveness and independent leadership with clear alignment mechanisms and low apparent conflict risk based on disclosed transactions. Continued transparency on director PSU terms would further bolster investor confidence.