01—Abstract
Summary
Summary of the 8-K/A filed April 30, 2026. Cited figures are marked; the original filing is the authoritative source.
NRG Energy, Inc. filed this Form 8-K/A to amend its January 7, 2026 Current Report and disclose the material terms of the employment agreement with Robert J.
Gaudette, who was appointed Chief Executive Officer effective April 30, 2026 (he was appointed President effective January 6, 2026). Mr. Gaudette's employment agreement sets an annual base salary of $1,200,000,a a target annual bonus of 125% of base salary, and a supplemental fiscal 2026 relative performance stock unit (RPSU) grant with a target grant-date fair value of $5,072,285. For fiscal 2027 he will be eligible for an equity grant with a target grant-date fair value of no less than 825% of base salary.
Severance under the agreement is two times base salary upon an involuntary termination without cause or resignation for good reason, or 2.99 times the sum of base salary and target bonus if the termination occurs within 6 months before or 24 months after a change in control, plus a prorated target bonus and up to 18 months of COBRA reimbursement. The agreement also includes a best-after-tax provision for Section 4999 excise taxes and one-year post-termination non-competition and non-solicitation restrictions. The filing also discloses the transition of Lawrence S.
Coben, who stepped down as CEO and Chair of the Board effective April 30, 2026. Under his Transition and Retirement Agreement, Dr. Coben will serve as a non-executive employee advisor through January 4, 2027, at an annualized base salary of $739,500,b with a 2026 target bonus of $1,848,750 subject to proration. His equity awards granted at least 12 months before April 30, 2026 will continue to vest under their terms because he is retirement eligible.
02—Key points
Key Highlights
- Robert J. Gaudette's employment agreement, effective April 30, 2026, sets a base salary of $1,200,000 and a target annual bonus of 125% of base salary.
- A supplemental fiscal 2026 RPSU grant with a target grant-date fair value of $5,072,285 was approved for Mr. Gaudette.
- Fiscal 2027 equity grant eligibility is set at a target grant-date fair value of no less than 825% of base salary.
- Standard severance is two times base salary; if termination occurs within 6 months before or 24 months after a change in control, severance is 2.99 times the sum of base salary and target bonus.
- Lawrence S. Coben stepped down as CEO and Chair of the Board effective April 30, 2026, and will serve as a non-executive employee advisor through January 4, 2027, at an annualized base salary of $739,500.
- Dr. Coben's 2026 target bonus is $1,848,750, prorated for his time as CEO in 2026, and his equity awards granted at least 12 months before April 30, 2026 will continue to vest because he is retirement eligible.
03—Questions
Frequently Asked Questions
What is Robert J. Gaudette's compensation under his new employment agreement?
Mr. Gaudette receives an annual base salary of $1,200,000 and a target annual bonus of 125% of base salary, prorated for the portion of fiscal 2026 after April 30, 2026. He also receives a supplemental fiscal 2026 RPSU grant with a target grant-date fair value of $5,072,285, and fiscal 2027 equity eligibility of no less than 825% of base salary.
What severance would Mr. Gaudette receive if he were terminated without cause?
He would receive a lump sum equal to two times his annual base salary, a lump sum equal to his prorated target annual bonus for the year of termination, and up to 18 months of COBRA premium reimbursement, subject to a release of claims and compliance with post-termination restrictive covenants. If termination occurs within 6 months before or 24 months after a change in control, the lump sum is 2.99 times the sum of base salary and target bonus.
What is Lawrence S. Coben's role after stepping down as CEO?
Dr. Coben became a non-executive employee advisor for the period from April 30, 2026 through January 4, 2027, unless extended in writing or terminated earlier. He will receive an annualized base salary of $739,500, continued benefit plan participation, and a 2026 target bonus of $1,848,750, prorated for his time as CEO in 2026.
What happens to Dr. Coben's equity awards?
Because Dr. Coben is retirement eligible, all outstanding equity awards granted at least 12 months before April 30, 2026 will continue to vest in accordance with their applicable terms.
04—Continue