Nrg Energy Inc

This advisory proposal asks stockholders to express a non-binding approval or disapproval of the Company’s executive compensation program as disclosed in the proxy (the CD&A, compensation tables and related narrative). Management seeks this vote each year (as approved by stockholders in 2023) to obtain stockholder feedback on pay practices and to demonstrate alignment between pay and Company performance; the Compensation Committee uses the advisory vote outcome as input when setting future pay. The Company’s executive pay program emphasizes a majority of pay “at-risk,” with a large portion delivered as performance-based long-term equity (RPSUs tied to relative TSR) and annual incentives tied to Adjusted EBITDA, Adjusted FCFbG and non-financial metrics; the program also includes governance features such as clawbacks, stock ownership guidelines and limits on certain plan features. Management highlights strong 2025 operational and TSR performance (including the 2023–2025 RPSU cycle) and the Compensation Committee’s recent amendment to remove a 6x value cap on RPSUs that was distorting pay-for-performance alignment, as context for seeking approval of the disclosed compensation. The advisory nature of the vote means it does not change pay by itself; however, a negative outcome would typically trigger further engagement and potential changes. The Board recommends a vote FOR, stating that the program aligns pay with long-term stockholder value while including risk-mitigating governance provisions and market‑competitive elements to attract and retain executive talent.

This management proposal seeks stockholder approval of the Company’s new 2026 Long‑Term Incentive Plan (2026 LTIP), which, if approved, will reserve 5,000,000 shares for issuance (1,500,000 of which may be used for incentive stock options) and will replace issuance under the existing LTIP and the Legacy Vivint Plan. Management is seeking shareholder approval because awards under equity plans generally require stockholder authorization, and the Board views a single updated plan as a means to streamline equity administration and align incentives. The 2026 LTIP includes governance-oriented features intended to limit dilution and improve alignment such as no liberal recycling of shares, no dividend equivalents paid on unvested awards, a 100% fair market value minimum exercise price for options/SARs, no repricing without shareholder approval, no evergreen feature, no automatic single-trigger vesting on change in control, and per‑director limits (raised to $1,000,000). The Company provided analysis on anticipated share usage, overhang and burn rate, explaining management’s view that 5,000,000 shares should be sufficient for 4–5 years of grants under reasonable assumptions. The Committee also described administrative and tax updates, and specified treatment of awards upon terminations and change in control including double‑trigger protections. The Board recommends a vote FOR because it believes the amended plan preserves pay-for-performance elements, reduces problematic recycling, and modernizes plan provisions to reflect market practice while supporting retention and compensation competitiveness. Approving the plan will allow registration on Form S-8 and intends to cease future grants under the older plans; if not approved, the Company will continue to use the existing plans. The Compensation Committee’s decision‑making included consideration of governance practices and benchmarking to peer practice, and the plan contains anti‑abuse and clawback features.