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NRG Energy Announces Departure Of CEO, "Comprehensive Review Of Its Operations"

New Board Members (Including Former Texas REP COO) Named Under Cooperation Agreement With Elliott Investment Management

November 17, 2023

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Copyright 2010-23
Reporting by Paul Ring •

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NRG Energy, Inc. ("NRG" or the "Company") today announced that Lawrence Coben, Chair of the NRG Board of Directors, has been appointed Interim President and Chief Executive Officer and that Mauricio Gutierrez, NRG’s President and Chief Executive Officer, has departed the Company and resigned from the Board.

The NRG Board has initiated a search to identify a permanent CEO and retained a search firm to assist with this process. NRG director Anne Schaumburg has also been appointed Lead Independent Director.

"NRG will also conduct a comprehensive review of its operations and cost structure to identify additional opportunities to become more efficient and further enhance capital return to shareholders. The review will be undertaken with a continued commitment to reliability in the markets NRG serves and with the support of external advisors," NRG said

Coben stated, "The Board is confident in NRG’s strategic direction as a consumer energy and services company, and we extend our appreciation to Mauricio for his contributions in helping to build NRG’s solid foundation as we prepare for the next generation of leadership."

NRG also announced that, pursuant to a cooperation agreement with Elliott Investment Management L.P. ("Elliott"), four new independent directors will be joining the Company’s Board:

• Marwan Fawaz, former executive advisor for Google and its parent company, Alphabet, and former CEO of Nest and of Motorola Home;

• Kevin Howell, former Chief Operating Officer of Dynegy Inc. and former Regional President of NRG Texas;

• Alex Pourbaix, Executive Chair and prior President and Chief Executive Officer of Cenovus Energy; and

• Marcie Zlotnik, Co-Founder, Chief Operating Officer and Chair of Texas retail electricity provider, StarTex Power.

"These directors were identified as part of NRG’s previously announced Board refreshment process and in collaboration with Elliott. With these appointments, NRG’s Board will consist of 13 directors, 12 of whom are independent," NRG said

Howell and Pourbaix will join the Board’s CEO Search Committee, which will also include independent NRG directors Lisa Donohue (Chair), Antonio Carrillo and Heather Cox. It is expected that the size of the Board will be reduced to 11 members in the second half of 2024, NRG said

Coben added, "Our new directors bring complementary experience as proven operators in the energy industry and in leading growing innovative home technology companies with iconic brands. Their expertise will help ensure we capture the value we create by offering a smarter, cleaner and more digitally enhanced energy ecosystem. We welcome them to the Board."

The cooperation agreement with Elliott contains customary standstill, voting and other provisions, and will be filed on a Form 8-K with the Securities and Exchange Commission, NRG said

In connection with today’s announcement, NRG is reaffirming its guidance for 2023 and 2024, as previously announced on November 2, 2023, as well as its previously announced strategic growth plan, cost savings targets and capital allocation framework, including its path to investment grade credit metrics, discussed during its Investor Day on June 22, 2023.

"As reviewed with its 2023 third quarter results on November 2, 2023, NRG’s 2024 capital allocation plan includes $500 million in debt reduction, $825 million in share repurchases, an 8% increase of the annual common dividend to $1.63 per share consistent with the Company’s 7-9% long-term growth target, and $342 million in growth and other. The Company is committed to returning 80% of excess cash to shareholders and investing 20% in growth initiatives with an expected $6.9 billion of capital returns to shareholders through share purchases and dividends through 2027," NRG said

Coben has served as Chair of the NRG Board of Directors since 2017 and has been a member of the Board since 2003.

From 2003 to 2017, he was Chairman and Chief Executive Officer of various affiliates of Tremisis Energy. Coben also served on the Board of Directors of SAESA, a Chilean utility, from 2008 to 2010, the Board of Prisma Energy from 2003 to 2006, and the advisory board of Morgan Stanley Infrastructure II, L.P. from 2014 to 2016. He currently serves on the Board of Directors of Freshpet, Inc.

Schaumburg has served as a member of NRG’s Board of Directors since 2005. From 1984 to 2002, she was a Managing Director and senior banker in the Global Energy Group at Credit Suisse First Boston. Schaumburg also served as Managing Director in the utilities group at Dean Witter Financial Services Group and as a member of the public utilities group at First Boston Corporation.

Fawaz brings decades of experience in the telecommunications technology sector, Smart Home services and technology, Internet of Things and 5G along with experience in general technology strategies.

Fawaz is the former executive advisor for Google and its parent company, Alphabet, where he provided strategic advisory and M&A support in the areas of telecom, broadband, home automation, media and 5G mobile sectors from 2019 to 2022. He held CEO roles at Nest from 2016 to 2018 and Motorola Home from 2012 to 2013. He served as Executive Vice President, Operations and Chief Technology of Charter Communications from 2006 to 2011 and as Senior Vice President and Chief Technology Officer of Adelphia Communications from 2003 to 2006. Earlier in his career, Fawaz held leadership positions at MediaOne and other cable and broadband companies.

Howell served as Chief Operating Officer of Dynegy Inc. during its restructuring from 2011 to 2013. In this role he oversaw Plant Operations, Commercial Operations and Environmental, Health and Safety. From 2005 to 2010, Howell served in various capacities at NRG, including as Regional President, NRG Texas. Prior to this, he served as NRG’s Executive Vice President, Commercial Operations, responsible for the optimization of the company’s asset portfolio and fuel requirements. Before joining NRG, Howell served as President of Dominion Energy Clearinghouse from 2001 to 2005. From 1995 to 2001, Howell held various positions within the Duke Energy portfolio, including Senior Vice President of Duke Energy Trading and Marketing, Senior Vice President of Duke Energy International and Executive Vice President of Duke Energy Merchants, where he managed a global trading group dealing in refined products, LNG and coal.

Howell currently serves on the Board of TexGen LLC, which owns a fleet of gas-fired power plants in the ERCOT market, and as a Board member of Energy Harbor Corp.

Pourbaix has more than 30 years of leadership experience across the energy industry. He has served as Executive Chair of the Board of Cenovus Energy since 2023 and served as President and Chief Executive Officer and member of the board from 2017 to 2023. Prior to joining Cenovus, Pourbaix spent 27 years with TC Energy and its affiliates in a broad range of leadership roles, including Chief Operating Officer, where he was responsible for the company’s commercial activity and overseeing major energy infrastructure projects.

Zlotnik has more than 20 years of experience in the retail electricity sector. Zlotnik co-founded and was Chief Operating Officer and Chair of StarTex Power, a retail electricity provider in Texas that was acquired by Constellation Energy in 2011. Before StarTex, Zlotnik was a member of the Board of Gexa Energy, another retail electricity provider in Texas that Zlotnik co-founded after the ERCOT market opened for retail competition in 2001.

Zlotnik served on the Board of Just Energy. Prior to joining the Just Energy Board, Marcie served on the boards of Crius Energy and several other retail providers.


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