Elizabeth R. Killinger - Sep 3, 2021 Form 4 Insider Report for NRG ENERGY, INC. (NRG)

Role: Exec VP, Retail
Signature: Christine Zoino, by Power of Attorney
Stock symbol: NRG
Transactions as of: Sep 3, 2021
Transactions value $: $0
Form type: 4
Date filed: 9/8/2021, 04:58 PM
Previous filing: Aug 4, 2021
Next filing: Nov 3, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NRG	Common Stock, par value $.01 per share	Award	$0	+2.09K	+1.63%	$0.00	130K	Sep 3, 2021	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NRG	Relative Performance Stock Units	Award	$0	+3.45K		$0.00	3.45K	Sep 3, 2021	Common Stock, par value $.01 per share	3.45K	$0.00	Direct	F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On September 3, 2021, the reporting person received a supplemental grant in connection with an increase in equity compensation for eligible plan participants under the NRG Energy, Inc. (the "Company") Long Term Incentive Plan (the "LTIP") as determined by the Compensation Committee (the "Committee"). The adjustment was made following a review by the Committee of the Company's compensation structure as part of the integration of Direct Energy and the continued evaluation of the size and scope of the Company's business.
F2	Each RSU is equivalent in value to one share of NRG's Common Stock, par value $.01 per share. The Reporting Person will receive from NRG one such share of Common Stock for each RSU that will vest ratably over a three year period beginning on the first anniversary of the date of grant.
F3	The Reporting Person was issued 3,446 Relative Performance Stock Units ("RPSUs") by NRG Energy, Inc. under the LTIP on September 3, 2021. The RPSUs will convert to shares of NRG Common Stock on September 3, 2024 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 numberof shares of Common Stock that the Reporting Person may receive is interpolated for TSR falling between Threshold, Target, and Maximum levels as described below.
F4	Reporting Person will receive(i) a maximum of 6,892 shares of 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 (the "Maximum"); (ii) 3,446 shares of Common Stock if Company's TSR is ranked at the 55th percentile relative to the Peer Group for the performance period (the "Target"); provided, however, if TSR is less than negative fifteen percent (-15%), the Company's TSR must be ranked at the 65th percentile relative to the Peer Group for the performance period to receive the Target award; or (iii) 861 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 relative to the Peer Group for the performance period.
F5	The Maximum award that the Reporting Person will receive shall not exceed six (6) times the fair market value of the Target award, determined as of the date of grant.