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NRG Energy Annual Report (Amendment), Year Ended Dec 31, 2003

Filing Date
Filed April 29, 2004
Period End
December 31, 2003
Security
NRG
In the record · 2016–202610-K1110-Q328-K163

NRG filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 163 current reports (8-K) between 2016 and 2026.

  1. Bankruptcy8-K · Dec ’17Dec ’17
  2. Leadership change8-K · Oct ’19Oct ’19
  3. Leadership change8-K · Nov ’21Nov ’21
  4. Material agreement8-K · Oct ’25Oct ’25

01—Abstract

Summary

Summary of the 10-K/A filed April 29, 2004. Cited figures are marked; the original filing is the authoritative source.

This Part III amendment to NRG Energy, Inc.'s annual report, signed by CEO David Crane and dated April 29, 2004, supplies governance, compensation, ownership and auditor-fee disclosures.

NRG emerged from chapter 11 bankruptcy on December 5, 2003, and the filing states that an entirely new board was established effective that date. Directors are divided into three classes, and the audit committee is chaired by John F. Chlebowski.

Howard E. Cosgrove serves as nonexecutive Chairman, and David Crane is President and Chief Executive Officer. The company states it was still finalizing a code of conduct.

The filing shows a significant concentration of ownership. MatlinPatterson Global Opportunities Partners L.P. is listed with 15.9%a of common stock and MatlinPatterson Global Opportunities Partners (Bermuda) L.P. with 5.6%. Chairman Mark R.

Patterson is shown with 21.5%b, and all directors and executive officers as a group with 21.6%. Patterson is a MatlinPatterson principal, and several other directors are MatlinPatterson partners or employees, which bears on board independence and influence over the company. Compensation disclosures center on David Crane's December 2003 hiring.

His employment agreement runs through December 1, 2006, with a $875,000c base salary through 2004, a $1.75 million signing bonus, and a grant of 632,751 options at $24.03 and 173,394 restricted stock units. Other named officers have retention bonuses and change-in-control arrangements. PricewaterhouseCoopers LLP's total billed fees were $4,930,971 for 2003, compared with $3,922,992 for 2002, of which audit fees were $4,245,934 in 2003.

02—Key points

Key Highlights

  1. NRG Energy emerged from bankruptcy on December 5, 2003, and an entirely new board of directors was established effective that date.
  2. MatlinPatterson-affiliated funds hold 15.9% and 5.6% of common stock, and Chairman Mark R. Patterson is shown with 21.5%, making ownership highly concentrated.
  3. All directors and executive officers as a group beneficially own 21.6% of common stock.
  4. David Crane's employment agreement runs through December 1, 2006, with a $875,000 base salary through 2004 and a $1.75 million signing bonus.
  5. Crane's severance on termination without cause or for good reason is two times base salary, and the agreement includes an excise tax gross-up payment.
  6. PricewaterhouseCoopers total billed fees were $4,930,971 for 2003, up from $3,922,992 for 2002, with audit fees of $4,245,934 in 2003.
  7. The filing states that Item 13, Certain Relationships and Related Transactions, reports 'None.'

03—Questions

Frequently Asked Questions

  1. Who controls NRG Energy's board and how independent is it?

    The entire board was established effective December 5, 2003, under the plan of reorganization. Several directors, including Mark R. Patterson, Ramon Betolaza and Frank S. Plimpton, are MatlinPatterson partners or employees, and MatlinPatterson funds hold 15.9% and 5.6% of common stock. The audit committee's members are described as independent under NYSE standards.

  2. What are David Crane's key employment terms?

    Crane serves as President and CEO until December 1, 2006, with a base salary of $875,000 through December 31, 2004, and a $1.75 million signing bonus subject to pro rata repayment if he leaves within one year. His annual bonus can reach 100 percent of base salary, with a stretch bonus of up to 50 percent. He received 632,751 options at $24.03 and 173,394 restricted stock units that vest December 1, 2006.

  3. How much did NRG pay its outside auditor?

    PricewaterhouseCoopers LLP billed total fees of $4,930,971 for 2003 and $3,922,992 for 2002. Audit fees were $4,245,934 in 2003 and $2,186,942 in 2002, with the rest comprising audit-related and tax fees. The audit committee pre-approves services and its chair may approve engagements up to $500,000.

  4. Does NRG disclose any related-party transactions?

    Item 13 states 'None.' The filing does not describe transactions with directors, officers or principal stockholders under that item, although several directors are affiliated with MatlinPatterson, a major stockholder.

04—Continue

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