0001415889-24-010967.txt : 20240417 0001415889-24-010967.hdr.sgml : 20240417 20240417162211 ACCESSION NUMBER: 0001415889-24-010967 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240415 FILED AS OF DATE: 20240417 DATE AS OF CHANGE: 20240417 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Malcarney Kevin P. CENTRAL INDEX KEY: 0001738590 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36002 FILM NUMBER: 24851339 MAIL ADDRESS: STREET 1: CLEARWAY ENERGY, INC. STREET 2: 300 CARNEGIE CENTER, SUITE 300 CITY: PRINCETON STATE: NJ ZIP: 08540 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Clearway Energy, Inc. CENTRAL INDEX KEY: 0001567683 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 461777204 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 CARNEGIE CENTER, SUITE 300 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 609-608-1525 MAIL ADDRESS: STREET 1: 300 CARNEGIE CENTER, SUITE 300 CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: NRG Yield, Inc. DATE OF NAME CHANGE: 20130606 FORMER COMPANY: FORMER CONFORMED NAME: NRG Yieldco, Inc. DATE OF NAME CHANGE: 20130123 4 1 form4-04172024_080403.xml X0508 4 2024-04-15 0001567683 Clearway Energy, Inc. CWEN 0001738590 Malcarney Kevin P. CLEARWAY ENERGY, INC. 300 CARNEGIE CENTER, SUITE 300 PRINCETON NJ 08540 false true false false EVP, GEN COUNSEL AND CORP SECR 0 Class C Common Stock, par value $.01 per share 2024-04-15 4 F 0 787 D 70023 D Class C Common Stock, par value $.01 per share 2024-04-15 4 F 0 717 D 69306 D Class C Common Stock, par value $.01 per share 2024-04-15 4 F 0 885 D 68421 D Class C Common Stock, par value $.01 per share 2024-04-15 4 M 0 5472 A 73893 D Class C Common Stock, par value $.01 per share 2024-04-15 4 D 0 3636 D 70257 D Class C Common Stock, par value $.01 per share 2024-04-15 4 F 0 170 D 70087 D Class C Common Stock, par value $.01 per share 2024-04-15 4 A 0 7859 A 77946 D Relative Performance Stock Units 2024-04-15 4 A 0 15316 0 A 2027-04-15 2027-04-15 Class C Common Stock, par value $.01 per share 22974 15316 D On April 15, 2021, Mr. Malcarney was issued 4,597 Restricted Stock Units ("RSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) under Clearway Energy Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP"). These RSUs vest ratably over a three-year period beginning on the first anniversary of the date of the grant. Each RSU is equivalent in value to one share of Class C Common Stock of Clearway Energy Inc., par value $.01 per share. On April 15, 2024, 1,779 shares vested. Mr. Malcarney elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 787 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. In connection with the vesting of the RSUs described above, 243 DERs converted to Class C Common Stock, resulting in the reporting person holding 3,931 dividend equivalent rights that may only be settled in Class C Common Stock. Dividend equivalent rights accrue on the reporting person's restricted stock, which become exercisable proportionately with the restricted stock units to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each dividend equivalent right is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock. On April 15, 2022, Mr. Malcarney was issued 4,819 Restricted Stock Units ("RSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) under Clearway Energy Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP"). These RSUs vest ratably over a three-year period beginning on the first anniversary of the date of the grant. Each RSU is equivalent in value to one share of Class C Common Stock of Clearway Energy Inc., par value $.01 per share. On April 15, 2024, 1,623 shares vested. Mr. Malcarney elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 717 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. In connection with the vesting of the RSUs described above, 161 DERs converted to Class C Common Stock, resulting in the reporting person holding 3,770 dividend equivalent rights that may only be settled in Class C Common Stock. Dividend equivalent rights accrue on the reporting person's restricted stock, which become exercisable proportionately with the restricted stock units to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each dividend equivalent right is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock. On April 15, 2023, Mr. Malcarney was issued 5,391 Restricted Stock Units ("RSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) under Clearway Energy Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP"). These RSUs vest ratably over a three-year period beginning on the first anniversary of the date of the grant. Each RSU is equivalent in value to one share of Class C Common Stock of Clearway Energy Inc., par value $.01 per share. On April 15, 2024, 1,910 shares vested. Mr. Malcarney elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 885 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. In connection with the vesting of the RSUs described above, 115 DERs converted to Class C Common Stock, resulting in the reporting person holding 3,655 dividend equivalent rights that may only be settled in Class C Common Stock. Dividend equivalent rights accrue on the reporting person's restricted stock, which become exercisable proportionately with the restricted stock units to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each dividend equivalent right is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock. Mr. Malcarney was issued 9,387 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) (the "Company") under the Company's Amended and Restated 2013 Equity Incentive Plan (the "LTIP") on April 15, 2021. Based on the Company reaching a certain level of total shareholder return ("TSR"), 5,472 RPSUs vested on April 15, 2024. Mr. Malcarney was entitled to receive (i) a maximum of 14,179 shares of Class C Common Stock if Company's TSR ranked at or above the 75th percentile relative to a peer group of companies approved by the Company's Compensation Committee (the "Peer Group") for the performance period (the "Maximum"); (ii) 9,453 shares if Company's TSR ranked at the 50th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR was less than negative twenty percent (-20%), the Company's TSR must be ranked at the 60th percentile relative to the Peer Group for the performance period to receive the Target award; or (iii) 2,363 shares if Company's TSR ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold"). The Reporting Person would not have received any shares if Company's TSR was below the 25th percentile relative to the Peer Group for the performance period. Mr. Malcarney elected to satisfy his tax obligation upon the exchange of common stock for RPSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 3,015 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. Additionally, 621 DERs were cancelled due to RPSU performance. In connection with the vesting of the RPSUs described above, a previously accrued 869 dividend equivalent rights ("DERs") converted to Class C Common Stock resulting in the reporting person holding 2,166 DERs that may only be settled in Class C Common Stock. DERs accrue on the reporting person's outstanding RSUs and RPSUs, which become exercisable proportionately with the RSUs and RPSUs to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each DER is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock. Restricted Stock Unit (RSU) awards become eligible for continued vesting after a participant's Retirement, as defined in Clearway Energy, Inc.'s Amended and Restated 2013 Equity Incentive Plan (the "LTIP"), provided the award has been outstanding for one year. On April 15, 2024, Mr. Malcarney's RSUs granted on April 15, 2023 became eligible for continued vesting pursuant to the award agreement in the event Mr. Malcarney retires. Mr. Malcarney elected to satisfy his tax obligation upon the exchange of common stock for RSUs having a value on the date of the exchange equal to the withholding obligation associated with his eligibility for continued vesting of outstanding RSUs. This form reflects the surrender of 170 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. Represents RSUs issued to Mr. Malcarney under the LTIP. Each RSU is equivalent in value to one share of Clearway Energy, Inc.'s Class C Common Stock, par value $.01 per share. The Reporting Person will receive from Clearway Energy, Inc. one such share of Class C Common Stock for each RSU that will vest ratably over a three-year period beginning on the first anniversary of the date of the grant. The Reporting Person was issued 15,316 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. under the LTIP on April 15, 2024. The RPSUs will convert to shares of Clearway Energy, Inc. Class C Common Stock on April 15, 2027 only in the event the Company has achieved a certain level of total shareholder return ("TSR") relative to the Peer Group (defined below) over a three-year performance period. The number of shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below. Reporting Person will receive (i) a maximum of 22,974 shares of Class C Common Stock if Company's TSR is ranked at or above the 75th percentile relative to a peer group of companies approved by the Company's Compensation Committee (the "Peer Group") for the performance period ("Maximum"); (ii) 15,316 shares of Class C Common Stock if Company's TSR is ranked at the 50th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR is less than negative twenty percent (-20%), the Company's TSR must be ranked at the 60th percentile relative to the Peer Group for the performance period to receive the Target award; or (iii) 3,829 shares of Common Stock if Company's TSR is ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold"). The Reporting Person will not receive any shares of Common Stock if Company's TSR is below the 25th percentile. /s/ Kevin P. Malcarney 2024-04-17