Chad Plotkin - 02 Jan 2022 Form 4 Insider Report for Clearway Energy, Inc. (CWEN)

Footnote F1

On January 2, 2019, Mr. Plotkin was issued 9,114 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 January 2, 2022, 3,045 shares vested. Mr. Plotkin 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 1,812 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.

Footnote F2

In connection with the vesting of the RSUs described above, 434 DERs converted to Class C Common Stock, resulting in the reporting person holding 4,726 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.

Footnote F3

Mr. Plotkin was issued 17,001 Relative Performance Stock Units ("RPSUs") by Clearway Energy, Inc. (f/k/a NRG Yield, Inc.) (the "Company") under the Company's Amended and Restated 2013 Equity Incentive Plan (the "LTIP") on January 2, 2019. Based on the Company reaching a certain level of total shareholder return ("TSR"), 25,502 RPSUs vested on January 2, 2022.

Footnote F4

Mr. Plotkin was entitled to receive (i) a maximum of 25,502 shares of Class C Common Stock if Company's TSR 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 (the "Maximum"); (ii) 17,001 shares if Company's TSR ranked at the 50th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR was 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) 4,250 shares if Company's TSR ranked at the 25th percentile relative to the Peer Group for the performance period (the "Threshold"). The Reporting Person would not have received any shares if Company's TSR was below the 25th percentile relative to the Peer Group for the performance period.

Footnote F5

In connection with the vesting of the RPSUs described above, a previously accrued 2,426 dividend equivalent rights ("DERs") and an incremental 1,213 DERs vested and converted to Class C Common Stock resulting in the reporting person holding 2,300 DERs that may only be settled in Class C Common Stock. DERs accrue on the reporting person's outstanding RSUs and RPSUs, which become exercisable proportionately with the RSUs and RPSUs to which they relate and may only be settled in Clearway Energy, Inc. Class C Common Stock. Each DER is the economic equivalent of one share of Clearway Energy, Inc. Class C Common Stock.

Footnote F6

Mr. Plotkin elected to satisfy his tax obligation upon the exchange of common stock for RPSUs having a value on the date of the exchange equal to the withholding obligation. This form reflects the surrender of 14,164 shares of Class C Common Stock to satisfy the grantee's tax withholding obligation.