Opening its proxy statement…Reading the pay tables…Finding what shareholders vote on…
NRGNrg Energy, Inc.
Pay and votes (proxy statement)
Before its yearly shareholder meeting, a company sends out a proxy statement, filed with the SEC as a DEF 14A. It says what shareholders will vote on, who sits on the board, and how the top managers are paid, set against how the shares did. Here are the key parts of Nrg Energy's latest one. Open the full statement.
The yearly meeting
Apr302026
Shareholders meet on Apr 30, 2026 to vote. Anyone who owns shares on the record date can vote, usually online, even without attending.
Audit firm put forward for approval: KPMG LLP
Proxy statement filed Mar 18, 2026.
The boss's pay next to a typical employee's
The chief executive was paid about 234× what the employee in the exact middle of the company's pay scale earned (the CEO pay ratio).
Each square is one typical employee's yearly pay; together they add up to the chief executive's. The red square is one employee for scale. Ratios vary a lot between industries: a company with many part-time or overseas workers has a lower middle wage.
“Coben, our CEO, of $21,788,422, as shown in the Summary Compensation Table (CEO Compensation), as compared to the total compensation of our median employee of $93,161, calculated in the same manner, was 234:1.”
What shareholders vote on
- 1Election Of DirectorsShareholders vote on who sits on the board, the people who oversee the managers on their behalf.
- 2Advisory Vote To Approve Executive Compensation"Say on pay": shareholders give their view on how the top managers are paid. The vote is advisory, so the board doesn't have to follow it.
- 3Ratification Of Independent Registered Public Accounting Firm For The 2026 Fiscal YearShareholders confirm the outside firm that checks the accounts.
- 4Approval of the NRG Energy, Inc. 2026 Long-Term Incentive PlanApproving a plan that lets the company pay staff or directors in shares, which can add new shares over time.
- 5Stockholder Proposal to Give Shareholders the Ability to Call for a Special Shareholder MeetingPut forward by one or more shareholders. The board says how it recommends voting, and explains why in the statement.From shareholders
Titles as written in the statement. The board's recommendation is shown only where candor found it clearly stated.
Pay next to how the shares did
Since 2022, companies must show their bosses' pay next to how shareholders did. Two pay figures are given: the pay the board set for the year (from the summary pay table), and “compensation actually paid”, which re-values share awards at today's share price, so it rises and falls with the stock and can even be negative. Tap a year.
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Pay set for the year Actually paid (re-valued) Negative: share awards lost value
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Nrg Energy A group of similar companies it picked
Year to Dec 31, 2025 · chief executive: Lawrence Coben
Pay set for the chief executive: $20.1M
Actually paid, re-valued: $35.5M
Other top managers, on average: $12.1M
$100 in its shares became: $507 (similar companies: $155)
Profit (net income): $864.0M
The measure it ties pay to (Adjusted EBITDA): $4.1B
Read straight from the tagged “pay versus performance” table in the proxy statement. The $100 figures assume $100 was invested at the start of the first year shown, with dividends reinvested.