Terry Nutt
About Terry Nutt
Terry L. Nutt is Chief Financial Officer of Talen Energy Corporation, serving since July 2023; he is 48 years old and holds an M.S. in Accounting and a B.B.A. from Texas A&M University . Company performance in 2024 included Adjusted EBITDA of $770 million and Adjusted Free Cash Flow of $283 million, with a Company TSR of $158.02 on a $100 base (from listing on July 10, 2024 through year-end) versus peer TSR of $109.11; GAAP net income was $1,013 million . Management highlights for Mr. Nutt include overseeing the share repurchase program, executing the ERCOT portfolio sale, leading the Nasdaq uplisting process and investor engagement, improving liquidity via collateral management and capital structure refinancing, supporting the AWS data campus sale and long-term PPA, and driving $50 million run-rate cost reductions; these were key drivers of his above-target STI payout .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Just Energy | Chief Financial Officer | — | CFO of a North American retail energy provider; experience in residential and commercial electricity markets . |
| EDF Trading North America (subsidiary of Électricité de France S.A.) | Chief Financial Officer and Managing Director | 2018–2023 | Led finance and risk at a major energy trading firm; deep experience in capital markets and risk management . |
| Vistra Corporation / Energy Future Holdings | Senior Vice President & Controller; Senior Vice President of Risk Management | — | Senior finance and risk leadership across large IPP/utilities; controller and risk oversight roles . |
External Roles
No public-company directorships or external board roles for Mr. Nutt are disclosed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $253,846 | $550,000 |
| STI Target (% of Salary) | — | 100% |
| STI Target ($) | — | $550,000 |
| Actual STI Paid ($) | $720,304 | $1,485,000 |
| Perquisites ($ total) | $9,335 | $29,700 |
- Base salary increases effective March 17, 2025: Nutt to $700,000, aligning with similarly situated executives .
Performance Compensation
2024 Short-Term Incentive (STI) Program – Corporate Metrics and Results
| Metric | Weight | Threshold | Target | Maximum | Performance Certified for 2024 |
|---|---|---|---|---|---|
| Safety (Lost Time Incident Rate) | 20% | 0.5 | 0.3 | 0.1 | 0.096 |
| Equivalent Forced Outage Factor (EFOF) | 20% | 4.76% | 3.17% | 2.54% | 2.24% |
| Adjusted EBITDA ($mm) | 30% | $512 | $640 | $767 | $770 |
| Adjusted Free Cash Flow ($mm) | 30% | $120 | $171 | $223 | $283 |
- In February 2025, the Compensation Committee certified collective achievement at 200% under the STI Program for 2024 .
- Nutt’s individual multiplier reflected above-target performance (repurchases, ERCOT sale, uplisting, liquidity/capital structure optimization, AWS transaction, $50mm Opex/G&A reductions), leading to the 2024 STI payout of $1,485,000 .
Long-Term Incentives (LTI)
2023 Equity Awards (granted post-emergence; vesting commencement date May 17, 2023 for PSUs; July 10, 2023 for Nutt’s RSUs) :
- Structure: Time-based RSUs (3-year equal installments) and PSUs based on Adjusted Equity Value per share at the third anniversary; sale/transfers restricted until earlier of Change in Control or the third anniversary of vesting commencement date .
- “Kicker”: If maximum Adjusted Equity Value exceeded, additional PSUs equal to the executive’s proportionate share of 1% of Company market capitalization above maximum .
| Component | Target LTI (% of Base Salary) | RSUs (shares) | PSUs Target (shares) | Target Grant Value ($) |
|---|---|---|---|---|
| 2023 Awards (Nutt) | 400% | 62,338 | 93,507 | $6,600,000 |
2023 PSU Performance Hurdles (Adjusted Equity Value per share) :
| Performance Level | Adjusted Equity Value ($/share) | Earned PSUs (% of Target) |
|---|---|---|
| Threshold | $42.35 | 0% |
| Target | $52.52 | 100% |
| Maximum | $73.69 | 200% |
| Above Maximum | >$73.69 | Additional PSUs via 1% market-cap kicker |
2025 Equity Awards (February 2025; cliff vest in February 2027; ordinary course grant 70% PSUs/30% RSUs plus supplemental PSU retention grant) :
| Component | RSUs (shares) | PSUs Target (shares) |
|---|---|---|
| 2025 Awards (Nutt) | 2,498 | 8,950 |
2025 PSU Performance Hurdles (Adjusted Equity Value per share) :
| Performance Level | Adjusted Equity Value ($/share) | Earned PSUs (% of Target) |
|---|---|---|
| Below Threshold | < $247.20 | 0% |
| Threshold | $247.20 | 50% |
| Target | $259.11 | 100% |
| Maximum | $271.31 | 200% |
| Above Maximum | > $271.31 | Additional PSUs via 3% market-cap kicker |
Vesting/Settlement activity in 2024:
- Shares acquired on vesting and value realized for Nutt: 20,779 shares; $2,649,322; RSUs vested in 2024 were settled in cash due to special liquidity considerations tied to share repurchases/tender offer; Compensation Committee does not expect future cash settlements .
Equity Ownership & Alignment
- Beneficial ownership: Nutt reported “–” (less than 1% and no shares) as of March 19, 2025; shares outstanding were 45,509,780 .
- Outstanding/unvested awards at 12/31/2024:
- RSUs: 41,559 unvested; market value $8,372,892 (using $201.47/share) .
- PSUs: 208,944 unearned; market/payout value $42,095,948 (based on actual performance level including the kicker at year-end) .
- Stock ownership guidelines: 3x base salary for executive officers; unvested RSUs/PSUs count toward compliance; holding restrictions on 2023 grants are expected to help executives meet the guidelines .
- Hedging/pledging: Insider Trading Policy prohibits hedging, holding in margin accounts, and pledging Company securities; blackout periods and Rule 10b5‑1 compliance required .
Vesting Schedule specifics for Nutt (as disclosed):
- 2023 RSUs: Equal annual installments over three years from vesting commencement date; Nutt’s RSU vesting commencement date July 10, 2023 → scheduled vest tranches: Jul 10, 2025 (~20,779 shares) and Jul 10, 2026 (~20,779 shares), subject to continued employment; 2024 tranche was settled in cash .
- 2023 PSUs: Vest based on Adjusted Equity Value at the third anniversary of vesting commencement date; vesting commencement date for PSUs is May 17, 2023 → third anniversary May 17, 2026; sale/transfer restricted until earlier of Change in Control or the third anniversary of the vesting commencement date .
- 2025 RSUs and PSUs: Cliff vesting in February 2027 (two-year RSUs; PSUs based on performance at the end of the two-year period), with specified pro‑rata vest/assumption provisions on certain terminations/Change in Control .
Employment Terms
- Employment Agreement: Three-year term; provides base, annual bonus, and long-term equity eligibility; includes non-competition and non-solicitation during employment and for 12 months thereafter, plus perpetual non‑disparagement and confidentiality .
- Severance (without Cause/with Good Reason): Cash severance equal to one-times base salary plus target bonus, payable over 12 months; for death/disability, pro‑rated annual bonus based on actual results .
- Change in Control (2023 awards): Single-trigger acceleration—upon a Change in Control, all outstanding RSUs and PSUs fully vest (PSUs at the implied Adjusted Equity Value); for Nutt, potential value at 12/31/2024 was $50,468,772 .
- Clawback Policy: Complies with Nasdaq and Exchange Act Section 10D; recovers excess incentive-based compensation for the three prior completed fiscal years in event of required restatement .
- Definitions: “Cause,” “Good Reason,” and “Disability” defined in the Employment Agreement; Good Reason includes material adverse change in duties, salary reduction, >50‑mile relocation, or Company breach (subject to cure) .
Potential Payments (as of 12/31/2024)
| Scenario | Cash Severance ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|
| Termination without Cause / with Good Reason | $1,100,000 | $1,995,714 | $3,095,714 |
| Death/Disability | $1,485,000 | $1,995,714 | $3,480,714 |
| Change in Control (with or without termination) | — | $50,468,772 | $50,468,772 |
Compensation Structure Notes
- Pay mix emphasizes at-risk pay: annual incentives and long-term incentives tied to safety, operating performance, Adjusted EBITDA, Adjusted Free Cash Flow, and Adjusted Equity Value .
- No stock options are currently granted; Company has no policy on option grant timing since options are not used .
- Perquisites for Nutt (2024): Term life insurance $900; 401(k) match $20,700; 401(k) discretionary $6,900; HSA $1,200; total $29,700 .
- Pensions/Deferred Compensation: NEOs did not participate in Company pension or nonqualified deferred compensation plans .
Governance and Shareholder Feedback
- Compensation consultant: Lyons, Benenson & Company Inc. (LB & Co.) advises the Compensation Committee; peer group includes AES, Constellation, NRG, Vistra, PPL, CMS, CenterPoint, and others (utility/IPPs and related energy firms) .
- Say‑on‑Pay approval: 34,207,624 FOR; 3,002,189 AGAINST; 201,340 ABSTAIN; annual frequency selected (36,722,621 votes for one-year) .
- ESPP approved: Up to 3,500,000 shares, 15% discount, Section 423 component; report signed by CFO Terry L. Nutt .
Investment Implications
- Alignment: Large unvested RSUs ($8.37mm) and PSUs ($42.10mm) create strong alignment with shareholders and retention incentives; stock ownership guidelines count unvested awards toward compliance, and sale/transfer restrictions limit near-term disposals .
- Vesting cadence and potential supply: 2023 RSUs scheduled to vest on Jul 10, 2025 and Jul 10, 2026 (~20,779 shares each tranche); however, 2023 grants restrict sale/transfer until earlier of Change in Control or the third anniversary of the vesting commencement date (Jul 10, 2026), moderating near-term insider selling pressure; 2025 awards cliff-vest in Feb 2027, further deferring supply .
- Change-of-control economics: 2023 awards feature single-trigger full acceleration on Change in Control; while retention-positive, this can be shareholder‑sensitive—investors should monitor strategic transactions and capital allocation signals given acceleration mechanics and PSU “kicker” features (1% for 2023 awards, 3% for 2025 awards) .
- Performance linkage: 2024 STI paid at above target on fully maxed corporate metrics, and PSUs hinge on absolute per-share Adjusted Equity Value hurdles with sizable upside via market‑cap kicker—both structures amplify sensitivity to operational execution, capital discipline, and share repurchases impacting Adjusted Equity Value .