01—Abstract
Summary
Summary of the 8-K filed February 4, 2026. Cited figures are marked; the original filing is the authoritative source.
NRG Energy, Inc. filed this Form 8-K on February 4, 2026 to report the appointment of Sanjay Kapoor as an independent director, effective February 3, 2026.
The Board appointed him on the recommendation of the Governance and Nominating Committee, and he also joined the Audit Committee. The filing states he has no arrangement with any person other than the Company and no material interest in any related-person transaction under Item 404(a) of Regulation S-K. Mr. Kapoor, age 65, previously served as Executive Vice President and Chief Financial Officer of Spirit AeroSystems, Inc. from 2013 to 2019, and spent more than two decades at Raytheon (2004-2013) and United Technologies (1990-2004).
He currently serves on the boards of Crane Company (NYSE-listed) and SAAB, Inc. He will participate in the director compensation program described in the Company's 2025 Proxy Statement. The press release attached as Exhibit 99.1 states the appointment brings NRG's Board to 11 members.
CEO and Chair Larry Coben said Kapoor's financial insight and experience overseeing complex public companies will strengthen Board oversight. The filing contains no financial results, guidance, or operational updates.
02—Key points
Key Highlights
- Sanjay Kapoor appointed as independent director effective February 3, 2026, bringing the Board to 11 members per the press release.
- Kapoor also appointed to the Audit Committee, adding financial oversight expertise.
- Kapoor previously served as EVP and CFO of Spirit AeroSystems (2013-2019) and held senior roles at Raytheon and United Technologies.
- Kapoor currently sits on the boards of Crane Company (NYSE: CR) and SAAB, Inc.
- Filing states no arrangement with any person other than the Company and no material interest in Item 404(a) transactions.
- Kapoor will receive director compensation under the program described in the 2025 Proxy Statement filed March 19, 2025.
03—Questions
Frequently Asked Questions
Who is the new NRG director and what is his background?
Sanjay Kapoor, age 65, is a former Executive Vice President and CFO of Spirit AeroSystems (2013-2019), with prior senior roles at Raytheon (2004-2013) and United Technologies (1990-2004) in aerospace and defense programs.
Will Kapoor serve on any NRG committees?
Yes. He was appointed to the Board's Audit Committee in addition to his directorship.
How is Kapoor compensated?
He participates in the Company's director compensation program as described in the 2025 Proxy Statement under the caption 'Director Compensation.'
Does this appointment involve any related-party transactions or special arrangements?
The filing states there is no arrangement or understanding between Kapoor and any person other than the Company regarding his appointment, and he has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.
What did NRG's CEO say about the appointment?
Larry Coben, Chair and Chief Executive Officer, said Kapoor's financial insight and experience overseeing complex public companies will strengthen Board oversight and help advance long-term shareholder and customer value.
04—Continue