Form 4: Clearway Energy EVP and CFO Sarah Rubenstein Reports Changes in Beneficial Ownership

Sarah Rubenstein, EVP and CFO of Clearway Energy, Inc., reports changes in her beneficial ownership of Class C Common Stock due to vesting of restricted stock units (RSUs) and relative performance stock units (RPSUs), as well as tax obligation fulfillment.

Summary

• On April 15, 2025, Sarah Rubenstein, EVP and CFO of Clearway Energy, Inc., reported changes in her beneficial ownership of the company's Class C Common Stock.
• These changes are primarily due to the vesting of previously granted Restricted Stock Units (RSUs) and Relative Performance Stock Units (RPSUs) under Clearway Energy Inc.'s Amended and Restated 2013 Equity Incentive Plan (the 'LTIP').
• Rubenstein surrendered shares to satisfy tax obligations related to the vesting of RSUs and RPSUs.
• She also received additional RSUs and RPSUs, with the number of shares ultimately received from RPSUs dependent on the company's total shareholder return (TSR) and cash available for distribution (CAFD) performance relative to a peer group.
• As a result of these transactions, Rubenstein's direct ownership of Class C Common Stock increased from 36,772 to 47,666 shares.

Sentiment

Score: 6

Explanation: The document is neutral in tone, simply reporting transactions related to executive compensation. The vesting of RPSUs is a positive sign, but the overall impact on the company's financial performance is not significant.

Positives

• Rubenstein received a one-time RSU award of 6,880 shares in recognition of achieving several key company initiatives.
• The vesting of RPSUs indicates that the company achieved a certain level of total shareholder return (TSR) relative to its peer group.
• The award of new RPSUs and CPSUs incentivizes Rubenstein to continue driving shareholder value and CAFD growth.

Negatives

• The surrender of shares to cover tax obligations reduced the number of shares Rubenstein ultimately received from the vesting of RSUs and RPSUs.

Risks

• The ultimate number of shares received from the RPSUs and CPSUs granted on April 15, 2025, depends on the company's future TSR and CAFD performance, which are subject to market conditions and operational risks.
• If the company's TSR falls below the 25th percentile relative to its peer group, Rubenstein will not receive any shares from the RPSUs.
• If the company's CAFD Per Share is below $2.18, Rubenstein will not receive any shares from the CPSUs.

Future Outlook

The number of shares Rubenstein will receive from the RPSUs and CPSUs granted on April 15, 2025, depends on the company's TSR and CAFD performance over the three-year performance period ending April 15, 2028.

Industry Context

This filing is a routine disclosure related to executive compensation and equity ownership. It reflects the company's use of equity-based incentives to align management's interests with those of shareholders. The vesting of RPSUs suggests that Clearway Energy has met certain performance targets related to shareholder return.

Comparison to Industry Standards

• Equity compensation is a common practice among publicly traded companies, particularly in the energy sector.
• Companies like NextEra Energy Partners, Brookfield Renewable Partners, and Atlantica Sustainable Infrastructure also utilize RSUs and performance-based equity awards to incentivize their executives.
• The specific terms of these awards, such as the performance metrics and vesting schedules, vary depending on the company's specific goals and circumstances.
• Clearway Energy's use of TSR and CAFD as performance metrics is consistent with industry practice, as these metrics are closely linked to shareholder value creation.

Stakeholder Impact

• The vesting of RSUs and RPSUs has a minor dilutive effect on existing shareholders.
• The equity-based compensation aligns management's interests with those of shareholders, incentivizing them to increase shareholder value.
• The company's performance relative to its peer group and CAFD targets will impact the ultimate value of the RPSUs and CPSUs, affecting Rubenstein's compensation.

Next Steps

• The RPSUs and CPSUs granted on April 15, 2025, will vest on April 15, 2028, contingent on the company's TSR and CAFD performance.
• The company will continue to monitor its TSR and CAFD performance relative to its peer group and targets.
• Rubenstein will continue to manage her equity holdings in accordance with company policies and applicable regulations.

Key Dates

Keywords

Clearway Energy, Sarah Rubenstein, beneficial ownership, Class C Common Stock, Restricted Stock Units, RSUs, Relative Performance Stock Units, RPSUs, total shareholder return, TSR, CAFD, equity incentive plan, LTIP