Clearway Energy (CWEN) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 22, 2025, with voting on director elections, executive compensation, and auditor ratification.

• Eleven directors are nominated for one-year terms, with a mix of independent and affiliated members.

• The company is a controlled entity, with over 50% voting power held by Clearway Energy Group LLC, jointly owned by TotalEnergies and Global Infrastructure Partners.

• The board maintains high governance standards, including separate Chairman and CEO roles, annual self-evaluations, and robust risk oversight.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eleven directors, (2) advisory approval of executive compensation, and (3) ratification of PricewaterhouseCoopers LLP as independent auditor.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by November 13, 2025, for proxy inclusion.

Board of directors and corporate governance

• Board consists of 11 directors, including 4 independent members and a Lead Independent Director.

• Committees: Audit, Compensation, Corporate Governance/Conflicts/Nominating, and Energy Risk Management.

• Board and committees conduct annual self-evaluations and have a formal diversity policy.

• Controlled company status allows certain NYSE governance exemptions, but the board voluntarily maintains some independent practices.