UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 31, 2023, Bruce Chung, age 49, was appointed Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (the “Company”), effective June 1, 2023. Mr. Chung will report to the Company’s President and Chief Executive Officer in this position. Mr. Chung has been with the Company since August 2016 and from May 2008 to January 2016. Most recently, he held the position of Executive Vice President, Strategy, M&A, and NRG Services.
Mr. Chung will receive a base salary increase resulting in an annual base salary of $700,000 and an equity grant of $700,000 of which (i) thirty three percent (33%) will be issued as Restricted Stock Units (“RSUs”) that will vest over three years in increments of one-third of the total grant on each anniversary of the grant date; and (ii) sixty seven percent (67%) will be issued as Relative Performance Stock Units (“RPSUs”) that will vest on the third anniversary of the grant date.
Mr. Chung will participate in the Company’s Annual Incentive Plan with a target level of 100% of his base salary and a maximum level of 200% of his base salary. He will also participate in the Company’s Long-Term Incentive Plan valued at 350% of his base salary, which will consist of a combination of RSUs and RPSUs, or other design as determined by the Compensation Committee. In addition, Mr. Chung will continue to be a participant in the Company’s Executive Change in Control and General Severance Plan. There are no transactions between Mr. Chung and the Company that are required to be reported under Item 404(a) of Regulation S-K.
Effective June 1, 2023, Mr. Alberto Fornaro transitioned from Chief Financial Officer and from his positions with the Company and its subsidiaries. Mr. Fornaro will remain with the Company in an advisory capacity until September 1, 2023. The transition was not the result of any disagreement he had with the Company on any matter relating to the Company’s operations, policies and practices, including any matters concerning the Company’s controls or any financial or accounting-related matters or disclosures.
A copy of the press release announcing the above-described management changes is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits
(c) | Exhibits: |
Exhibit No. | Description | |
99.1 | Press release dated June 1, 2023 | |
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the iXBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NRG Energy, Inc. | ||
(Registrant) | ||
Dated: June 1, 2023 | By: | /s/ Christine A. Zoino |
Christine A. Zoino | ||
Corporate Secretary |
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