4//SEC Filing
Rubenstein Sarah 4
Accession 0001415889-25-010917
CIK 0001567683other
Filed
Apr 16, 8:00 PM ET
Accepted
Apr 17, 5:57 PM ET
Size
28.6 KB
Accession
0001415889-25-010917
Insider Transaction Report
Form 4
Rubenstein Sarah
EVP AND CFO
Transactions
- Tax Payment
Class C Common Stock, par value $.01 per share
2025-04-15−934→ 35,838 total - Tax Payment
Class C Common Stock, par value $.01 per share
2025-04-15−1,357→ 34,481 total - Award
Relative Performance Stock Units
2025-04-15+6,244→ 6,244 totalFrom: 2028-04-15Exp: 2028-04-15→ Class C Common Stock, par value $.01 per share (9,366 underlying) - Exercise/Conversion
Class C Common Stock, par value $.01 per share
2025-04-15+2,399→ 36,880 total - Award
Relative Performance Stock Units
2025-04-15+6,244→ 12,488 totalFrom: 2028-04-15Exp: 2028-04-15→ Class C Common Stock, par value $.01 per share (9,366 underlying) - Disposition to Issuer
Class C Common Stock, par value $.01 per share
2025-04-15−2,338→ 34,542 total - Award
Class C Common Stock, par value $.01 per share
2025-04-15+6,880→ 41,422 total - Award
Class C Common Stock, par value $.01 per share
2025-04-15+6,244→ 47,666 total - Tax Payment
Class C Common Stock, par value $.01 per share
2025-04-15−759→ 36,772 total
Footnotes (18)
- [F1]On April 15, 2022, Ms. Rubenstein was issued 3,916 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, 2025, 1,308 shares vested. Ms. Rubenstein elected to satisfy her 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 759 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.
- [F10]In connection with the vesting of the RPSUs described above, a previously accrued 429 dividend equivalent rights ("DERs") converted to Class C Common Stock resulting in the reporting person holding 3,591 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.
- [F11]Ms. Rubenstein was awarded a one time RSU award in recognition of achieving several key company initiatives.
- [F12]Represents RSUs issued to Ms. Rubenstein under the LTIP.
- [F13]Each RSU is equivalent in value to one share of Clearway Energy, Inc.'s Class C Common Stock, par value $.01 per share.
- [F14]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.
- [F15]The Reporting Person was issued 6,244 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. under the LTIP on April 15, 2025. The RPSUs will convert to shares of Clearway Energy, Inc. Class C Common Stock on April 15, 2028 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.
- [F16]Reporting Person will receive (i) a maximum of 9,366 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) 6,244 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"); or (iii) 1,561 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"). However, if the Company's absolute TSR for the performance period is less than zero percent (0%), the Reporting Person will receive no more than 6,234 shares of Class C Common Stock. The Reporting Person will not receive any shares of Common Stock if Company's TSR is below the 25th percentile.
- [F17]The Reporting Person was issued 6,244 CAFD (Cash Available For Distribution) Performance Stock Units ("CPSUs") by Clearway Energy, Inc. under the LTIP on April 15, 2025. The CPSUs will convert to shares of Clearway Energy, Inc. Class C Common Stock on April 15, 2028, only in the event the Company has achieved a certain average CAFD Per Share over each of the three fiscal years of a three-year performance period. The number of shares of Common Stock that the Reporting Person may receive is interpolated for CAFD Per Share falling between Threshold, Target, and Maximum levels as described below.
- [F18]Reporting Person will receive (i) a maximum of 9,366 shares of Class C Common Stock if Company's CAFD Per Share is at or above $2.46 for the performance period ("Maximum"); (ii) 6,244 shares of Class C Common Stock if the Company's CAFD Per Share is $2.33; or (iii) 1,561 shares of Common Stock if Company's CAFD Per Share is $2.18 (the "Threshold"). The Reporting Person will not receive any shares of Class C Common Stock if the Company's CAFD Per Share is below $2.18.
- [F2]In connection with the vesting of the RSUs described above, 233 DERs converted to Class C Common Stock, resulting in the reporting person holding 5,023 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.
- [F3]On April 15, 2023, Ms. Rubenstein was issued 5,037 RSUs by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) under 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, 2025, 1,677 shares vested. Ms. Rubenstein elected to satisfy her 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 934 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.
- [F4]In connection with the vesting of the RSUs described above, 218 DERs converted to Class C Common Stock, resulting in the reporting person holding 4,805 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.
- [F5]On April 15, 2024, Ms. Rubenstein was issued 7,796 RSUs by Clearway Energy, Inc. under 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, 2025, 2,596 shares vested. Ms. Rubenstein elected to satisfy her 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 1,357 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.
- [F6]In connection with the vesting of the RSUs described above, 159 DERs converted to Class C Common Stock, resulting in the reporting person holding 4,965 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.
- [F7]Ms. Rubenstein was issued 7,681 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) (the "Company") under the the "LTIP on April 15, 2022. Based on the Company reaching a certain level of total shareholder return ("TSR"), 7,681 RPSUs vested on April 15, 2025.
- [F8]Mr. Rubenstein was entitled to receive (i) a maximum of 11,521 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) 7,681 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) 1,920 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.
- [F9]Ms. Rubenstein elected to satisfy her 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 1,393 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation. Additionally, 945 DERs were cancelled due to RPSU performance equivalent of one share of Clearway Energy, Inc. Class C Common Stock.
Documents
Issuer
Clearway Energy, Inc.
CIK 0001567683
Entity typeother
Related Parties
1- filerCIK 0001829270
Filing Metadata
- Form type
- 4
- Filed
- Apr 16, 8:00 PM ET
- Accepted
- Apr 17, 5:57 PM ET
- Size
- 28.6 KB