UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 30, 2025, Clearway Energy, Inc. (the “Company”) received a notice of resignation from Emmanuel Barrois, informing the Company of his intention to resign from the board of directors (the “Board”) of the Company effective as of the close of business on July 1, 2025. Mr. Barrois’ resignation from the Board was not the result of any disagreement with the Company.
On July 7, 2025, the Board elected Paige Goodwin to replace Mr. Barrois and to serve as a member of the Board and a member of the Energy Risk Management Committee of the Board, effective as of such date.
Ms. Goodwin will not receive any separate compensation for her service as a director.
Ms. Goodwin currently serves as VP – U.S. Renewables Portfolio for TotalEnergies. She has been employed by TotalEnergies since 2014, and has held a variety of business and legal leadership roles, including as Senior Manager – U.S. Petrochemicals JVs and New Ventures; Assistant General Counsel – U.S. Ligation; and Assistant General Counsel – U.S. Refining & Chemicals. Prior to joining TotalEnergies, Ms. Goodwin was a litigation attorney at Baker Botts L.L.P. in Houston. Ms. Goodwin received her Juris Doctor from the University of Pennsylvania Law School, and her Bachelor of Arts from Duke University.
The Company and Ms. Goodwin have entered into an indemnification agreement that provides Ms. Goodwin with contractual rights to indemnification, expense advancement and reimbursement to the fullest extent permitted under Delaware law. The foregoing description of such indemnification agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Form of Indemnification Agreement, the form of which was filed as Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and which is incorporated herein by reference.
There are no arrangements or understandings between Ms. Goodwin and any other person pursuant to which Ms. Goodwin was elected to serve on the Board. Ms. Goodwin does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Clearway Energy, Inc. | ||
| By: | /s/ Kevin P. Malcarney | |
| Kevin P. Malcarney | ||
|
General Counsel and Corporate Secretary | ||
Date: July 7, 2025