CLEARWAY ENERGY INC CLASS C (CWEN)
Sector: Utilities
2026 Annual Meeting Analysis
CLEARWAY ENERGY INC CLASS C · Meeting: April 29, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Director since 2018 with relevant energy/finance experience; CWEN's 3-year return of +54.5% outperforms the compensation peer group median (+24.0%) by +30.5pp, well below the 65pp threshold needed to trigger an against vote; no overboarding, attendance, or independence concerns.
Chairman since 2018 with extensive energy investment banking experience; strong peer-relative TSR performance means the TSR trigger does not apply; no overboarding or attendance flags.
CEO and director since July 2024, which is within the 24-month exemption window; as a director appointed less than 24 months ago he is exempt from the TSR trigger, and no other policy flags apply.
Lead Independent Director since 2013 with deep accounting and audit expertise (retired Ernst & Young partner); strong peer-relative TSR means the TSR trigger does not apply; holds 1 other public board seat, well below the 4-seat overboarding threshold.
Director since July 2025, well within the 24-month new-director exemption from the TSR trigger; brings relevant energy industry and legal experience from TotalEnergies.
Director since October 2024, within the 24-month exemption window; the proxy notes a pre-existing scheduling conflict caused below-75% attendance in 2025 but this was his initial year and the conflict was disclosed; brings relevant renewables and energy experience.
Director since February 2022 with strong energy finance background; holds 2 other public board seats (below the 4-seat threshold); the TSR trigger does not apply given strong peer-relative performance; serves on audit committee and has demonstrated financial expertise.
Director since 2018 with energy investment banking expertise at GIP; no overboarding concerns (0 other public boards); TSR trigger does not apply.
Director since 2019 with extensive utility investment banking experience; holds 1 other public board seat; TSR trigger does not apply; serves on audit committee with disclosed financial expertise.
Director since 2018 with extensive financial and executive leadership experience; holds 2 other public board seats (below the 4-seat threshold); TSR trigger does not apply; serves on audit committee with disclosed financial expertise.
Director since December 2024, within the 24-month new-director exemption from the TSR trigger; brings relevant economics, engineering, and renewables leadership experience from TotalEnergies.
All 11 director nominees receive a FOR vote. CWEN's 3-year total shareholder return of +54.5% outperforms its compensation peer group median of +24.0% by +30.5pp, comfortably below the 65pp threshold required to trigger an against vote for directors with tenure overlapping the measurement period. Four directors (Cornelius, Goodwin, Jouny, Pignon) joined within the past 24 months and are exempt from the TSR trigger. No director exceeds the 4-board overboarding limit, no non-independent directors serve on the audit committee, and all audit committee members have disclosed financial expertise.
Say on Pay
✓ FORCEO
Craig Cornelius
Total Comp
$2,899,181
Prior Support
99%%
The CEO's total compensation reported by the Company ($2,899,181) consists entirely of equity awards (RSUs and performance stock awards) paid directly by the Company, which is appropriate for a CEO whose cash compensation is borne by the parent entity CEG. The compensation program is heavily weighted toward variable, performance-based pay — approximately 67% of long-term incentive awards are performance stock awards tied to 3-year cash available for distribution per share and relative total shareholder return versus peers, with the remaining 33% in time-vesting restricted stock that still requires continued service. The company received 99% shareholder support at the 2025 annual meeting, well above the 70% threshold, and the Compensation Committee maintained a meaningful clawback policy compliant with Dodd-Frank. Pay mix, performance linkage, and prior shareholder support all support a FOR vote.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
2 yrs
Audit Fees
$5,866,181
Non-Audit Fees
$2,856,625
PricewaterhouseCoopers LLP was appointed in August 2024 so its tenure is approximately 2 years, well below the 25-year concern threshold. However, non-audit fees (tax fees of $1,959,625 plus all other fees of $897,000 = $2,856,625) represent approximately 49% of audit fees ($5,866,181) — just at the edge of the 50% threshold. Calculated precisely: $2,856,625 / $5,866,181 = 48.7%, which is below the 50% trigger. Upon precise calculation the ratio is 48.7% and does not exceed the 50% policy threshold, so the independence concern is not triggered. Vote is FOR.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Approval of the Second Amended and Restated Certificate of Incorporation of Clearway Energy, Inc.
This is a board-proposed charter amendment that converts all Class A shares (which carry 1 full vote each but trade at a persistent discount to Class C shares) into Class C shares (which carry 1/100th of a vote each), eliminating the dual public share class structure that has confused investors since 2015. The change is a net governance improvement for Class C holders — it simplifies the capital structure, improves trading liquidity, and increases the relative voting power of Class C shareholders, who currently hold only about 1.1% of total voting power despite representing over 42% of shares outstanding. A Voting Trust Agreement is designed to prevent CEG's voting power from increasing disproportionately as a result of the conversion, and the independent Corporate Governance, Conflicts and Nominating Committee unanimously approved the transaction after evaluating fairness to all stockholder classes. Under the policy framework, transitional proposals that move a company closer to standard one-share-one-vote governance should be supported even if the resulting structure remains imperfect, and this amendment clearly improves the position of public Class C shareholders.
Overall Assessment
The 2026 Clearway Energy annual meeting presents four proposals: election of 11 directors (all receiving FOR votes given strong peer-relative stock performance and no governance red flags), ratification of PricewaterhouseCoopers LLP as auditor (FOR, as non-audit fees at 48.7% of audit fees fall just below the 50% independence threshold and tenure is only ~2 years), a say-on-pay advisory vote (FOR, given performance-linked pay design and 99% prior-year support), and a charter amendment to consolidate the dual public share class structure (FOR, as it improves governance and increases voting power for Class C holders). No stockholder-submitted proposals appear on this ballot.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing