NRG Energy, Inc. announced that Lawrence Coben, Ph.D., 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 leading search firm to assist with this process. NRG director Anne Schaumburg has also been appointed Lead Independent Director.
“Today, NRG is in a position of strength,” Dr. Coben said. “The company is generating substantial cash flow, which is supporting a solid balance sheet, investments in our business and meaningful capital returns. The integration of Vivint is well underway, and as a differentiated company at the intersection of energy and smart home technology, NRG has clear upside value creation opportunities.”
Dr. Coben continued, “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.”
Heather Cox, Chair of the Governance and Nominating Committee of the NRG Board, said, “Larry’s experience as Chair of NRG’s Board of Directors, together with his experience as a CEO and as an investor in many companies in the energy industry, provide a cross-section of skills that make him well-suited to serve as Interim President and Chief Executive Officer. We are confident that Larry’s stewardship, with the support of NRG’s strong executive management team, will continue to drive the strategy and business forward while the CEO search is conducted.”
New independent director appointments and operations/cost structure review
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. Messrs. 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 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.
Elliott Partner John Pike and Portfolio Manager Bobby Xu said, “We invested in NRG because we believed that a renewed focus on best-in-class operations and returns-driven capital allocation would strengthen NRG and enable it to deliver significant upside for shareholders. The changes announced today, including the addition of four new Board members with strong operational backgrounds, represent a key milestone toward this end. We look forward to continuing our dialogue with the company as it works to execute on this opportunity.”
Dr. 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.
