NRG Energy (NRG) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 1, 2025, to be held virtually; stockholders of record as of March 3, 2025, are eligible to vote.

• Key business includes election of eleven directors, advisory vote on executive compensation, ratification of KPMG LLP as auditor, and approval of amendments to eliminate supermajority voting requirements.

• 2024 saw strong financial performance, exceeding guidance, returning $1.263 billion to shareholders, and advancing sustainability and development initiatives.

• Company strategy focuses on integrating energy and smart home services, maximizing shareholder value, and sustainability.

Voting matters and shareholder proposals

• Proposals: (1) Elect eleven directors; (2) Approve executive compensation (Say on Pay); (3) Ratify KPMG LLP as auditor; (4) Approve amended certificate to eliminate supermajority voting.

• Board recommends voting FOR all proposals.

• Proxy access allows stockholders (or groups) with 3%+ ownership for 3 years to nominate up to 20% of the Board.

Board of directors and corporate governance

• Board consists of 11 directors, 10 of whom are independent; annual elections and majority voting in uncontested elections.

• Board leadership: Chair and CEO roles combined under Dr. Coben since August 2024; Lead Independent Director appointed.

• Committees: Audit, Compensation, Governance and Nominating, Finance and Risk Management—all composed of independent directors.

• Board and committee evaluations conducted annually, with third-party facilitation every other year.

• Director compensation includes cash and equity retainers, with robust stock ownership guidelines.

• Board diversity: 91% independent, 36% women, 18% ethnically diverse, median tenure 6 years.