4//SEC Filing
Murphy Michael Taft 4
Accession 0001415889-23-006651
CIK 0001567683other
Filed
Apr 17, 8:00 PM ET
Accepted
Apr 18, 6:58 PM ET
Size
18.2 KB
Accession
0001415889-23-006651
Insider Transaction Report
Form 4
Murphy Michael Taft
CHIEF INVESTMENT OFFICER
Transactions
- Tax Payment
Class C Common Stock, par value $.01 per share
2023-04-15−1,790→ 25,684 total - Tax Payment
Class C Common Stock, par value $.01 per share
2023-04-15−591→ 23,929 total - Tax Payment
Class C Common Stock, par value $.01 per share
2023-04-15−1,164→ 24,520 total - Award
Class C Common Stock, par value $.01 per share
2023-04-15+5,234→ 29,163 total - Award
Relative Performance Stock Units
2023-04-15+10,649→ 10,649 totalFrom: 2026-04-15Exp: 2026-04-15→ Class C Common Stock, par value $.01 per share (15,973 underlying)
Footnotes (11)
- [F1]On April 15, 2020, Mr. Murphy was issued 10,856 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, 2023, 4,123 shares vested. Mr. Murphy elected to satisfy his 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 1,790 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.
- [F10]The Reporting Person was issued 10,649 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. under the LTIP on April 15, 2023. The RPSUs will convert to shares of Clearway Energy, Inc. Class C Common Stock on April 15, 2026 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.
- [F11]Reporting Person will receive (i) a maximum of 15,973 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) 10,649 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"); provided, however, if TSR is 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) 2,662 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"). The Reporting Person will not receive any shares of Common Stock if Company's TSR is below the 25th percentile.
- [F2]In connection with the vesting of the RSUs described above, 497 DERs converted to Class C Common Stock, resulting in the reporting person holding 937 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, 2021, Mr. Murphy was issued 7,397 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, 2023, 2,680 shares vested. Mr. Murphy elected to satisfy his 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 1,164 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, 217 DERs converted to Class C Common Stock, resulting in the reporting person holding 720 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, 2022, Mr. Murphy 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, 2023, 1,360 shares vested. Mr. Murphy elected to satisfy his 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 591 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, 56 DERs converted to Class C Common Stock, resulting in the reporting person holding 664 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]Represents RSUs issued to Mr. Murphy under the LTIP.
- [F8]Each RSU is equivalent in value to one share of Clearway Energy, Inc.'s Class C Common Stock, par value $.01 per share.
- [F9]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.
Documents
Issuer
Clearway Energy, Inc.
CIK 0001567683
Entity typeother
Related Parties
1- filerCIK 0001932383
Filing Metadata
- Form type
- 4
- Filed
- Apr 17, 8:00 PM ET
- Accepted
- Apr 18, 6:58 PM ET
- Size
- 18.2 KB