TLN DEF 14A

Talen Energy Corp (TLN)

DEF 14A 2025-03-19 For: 2025-04-30

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Added on June 12, 2026


o						Preliminary Proxy Statement
o						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Material Pursuant to § 240.14a-12

TALEN ENERGY CORPORATION
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
þ						No fee required.

o						Fee paid previously with preliminary materials.

o						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

Place: Virtual Meeting at www.virtualshareholdermeeting.com/TLN2025	Date and Time: May 7, 2025 1:00 PM Central Daylight Time	Record Date: Close of business on March 19, 2025

To the Stockholders of Talen Energy Corporation: The 2025 Annual Meeting of Stockholders (the "Annual Meeting”) of Talen Energy Corporation (the “Company” or “our”) will be held for the following purposes:
(1) Elect the nominees identified in the accompanying proxy statement (the “Proxy Statement”) to serve as directors of the Company until the 2026 annual meeting of stockholders and until their successors are duly elected and qualified.
(2) Approve, on a non-binding advisory basis, the compensation of our named executive officers.
(3) Approve, on a non-binding advisory basis, the frequency of future advisory votes on the compensation of our named executive officers.
(4) Approve our 2025 Employee Stock Purchase Plan.
(5) Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025.
Additionally, if needed, our stockholders may act upon any other matters that may properly come before the Annual Meeting (including a proposal to adjourn the meeting to solicit additional proxies) or any reconvened meeting after an adjournment or postponement of the meeting. To be admitted to the Annual Meeting, enter the voting control number found on your proxy card. You can find detailed instructions beginning on page 38 of the Proxy Statement.
March 19, 2025	By Order of the Board of Directors, John C. Wander, General Counsel & Corporate Secretary


YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE VOTE YOUR SHARES PROMPTLY. AVAILABLE VOTING METHODS INCLUDE:

Internet Visit the website shown on the proxy card (www.proxyvote.com) and follow the instructions at that website at any time prior to 11:59 PM Eastern Time on May 6, 2025.	Telephone Call the toll-free number shown on the proxy card (1-800-690-6903) and follow the instructions at any time prior to 11:59 PM Eastern Time on May 6, 2025.	Mail If you receive a paper copy, complete, sign, and date the proxy card and return it in the prepaid envelope. Your proxy card must be received by the Company before voting closes during the Annual Meeting.	During the Meeting If you are a stockholder of record on the record date, you may attend the Annual Meeting via the Internet and vote during the meeting.

Beginning on or about March 19, 2025, the Company mailed the Notice of 2025 Annual Meeting of Stockholders, Proxy Statement, and form proxy card for the Annual Meeting, as well as its 2024 Annual Report to Stockholders (the “Annual Report”). The Proxy Statement and the Annual Report are available at www.proxyvote.com.


GENERAL INFORMATION						1
Important Notice Regarding the Availability of Materials for the 2025 Annual Meeting						1
Our Business						1
References to Talen						1
Cautionary Note Regarding Forward-Looking Information						1
Non-GAAP Financial Measures						1
Incorporation by Reference						1
PROPOSAL 1: ELECTION OF DIRECTORS						2
Director Nominees to Serve Until the 2026 Annual Meeting						2
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE						5
Board of Directors						5
Committees of the Board						7
Corporate Governance						9
Certain Relationships and Related Party Transactions						10
EXECUTIVE OFFICERS						11
EXECUTIVE COMPENSATION						14
Compensation Committee Report						14
Compensation Discussion and Analysis						14
Summary Compensation Table						24
Grants of Plan-Based Awards for Fiscal 2024						25
Outstanding Equity Awards at 2024 Fiscal Year End						25
Options Exercised and Stock Vested in Fiscal 2024						26
Pension Benefits; Nonqualified Deferred Compensation						26
Potential Payments Upon Termination or Change in Control						26
Pay Versus Performance						28
Director Compensation						29
PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION						30
PROPOSAL 3: ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION						31
PROPOSAL 4: APPROVAL OF EMPLOYEE STOCK PURCHASE PLAN						31
Consequences of Failing to Approve the Proposal						32
Summary of the ESPP						32
Equity Compensation Plan Information						34
PROPOSAL 5: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM						34
Fees Paid to Independent Registered Public Accountants						35
Audit Pre-Approval Policies and Procedures						35
Audit Committee Report						35
ADDITIONAL INFORMATION						36
Security Ownership of Certain Beneficial Owners and Management						36
Communication with the Company						37
Stockholder Proposals for the 2026 Annual Meeting						37
FREQUENTLY ASKED QUESTIONS ABOUT THE MEETING AND VOTING						38
APPENDIX A: NON-GAAP FINANCIAL MEASURES						A-1
APPENDIX B: 2025 EMPLOYEE STOCK PURCHASE PLAN						B-1


Stephen Schaefer			Chairman & Independent Director
Age: 61 Director Since: 2023 Chairman of the Board			Mr. Schaefer has served as the Chairman of our Board since May 2023. Since December 2018 and September 2020, respectively, Mr. Schaefer has served on the boards of directors of GenOn Holdings Inc. (where he also served as Chairman of the board of directors until May 2023) and Just Energy Group, Inc. (where he also served as Chairman of the Audit Committee and as a member of the Risk and Compensation Committees until December 2022). Mr. Schaefer also served on the board of directors of TexGen Power LLC (where he also served as Chairman of the board of directors) from May 2018 until the sale of the company in February 2024 and the board of directors of Alpine Summit Energy Partners (where he also served as Chairman of the Audit Committee and a member of the Reserves and Compensation Committees) from September 2021 until the sale of the company in November 2023. Mr. Schaefer has been actively involved in the deregulated natural gas and electricity markets since 1993. He was a Partner with Riverstone, a private equity firm focused on energy investing, from 2004 to 2015. While at Riverstone, he served on two of its investment committees and was primarily responsible for conventional power and renewable energy investments. Prior to joining Riverstone, Mr. Schaefer served as a Managing Director with Huron Consulting Group, where he founded and headed its Energy Practice. From 1998 to 2003, he served as a Managing Director and Vice President with Duke Energy North America. Mr. Schaefer earned his B.S., magna cum laude, in Finance and Accounting from Northeastern University in 1987 and is a Chartered Financial Analyst. We believe that Mr. Schaefer’s extensive industry experience makes him well-qualified to serve on our Board of Directors.


Mark “Mac” McFarland			President, Chief Executive Officer & Director
Age: 55 Director Since: 2023 President and CEO			Mr. McFarland has served as the Chief Executive Officer and a Director of the Company since May 2023. Mr. McFarland oversees all aspects of the Company’s long-term strategy and overall performance including leadership of its wholesale power generation business, commercial operations, and its strategic growth initiatives. From October 2020 until May 2023, he served as President, Chief Executive Officer and a director of California Resources Corporation (“CRC”), an independent energy and carbon management company committed to energy transition, where he continues to serve on the board of directors and as the Chairman of Carbon TerraVault, a wholly owned subsidiary of CRC. Prior to his roles with CRC, Mr. McFarland served as Executive Chairman of GenOn Energy, an independent power producer, where he also served as President and Chief Executive Officer from April 2017 to December 2018 and continued as a member of the board of directors until September 2022. From 2013 to 2016, he served as Chief Executive Officer of Luminant Holding Company LLC (“Luminant”), a subsidiary of Energy Future Holdings Corporation (“EFH”), a large independent power producer and, from 2008 to 2013, served as both Chief Commercial Officer of Luminant and Executive Vice President, Corporate Development and Strategy of EFH. From 1999 to 2008, Mr. McFarland served in various roles at Exelon Corporation, including as Senior Vice President, Corporate Development. Mr. McFarland currently serves on the board of directors of the Nuclear Energy Institute, and previously served on the boards of directors of TerraForm Power, Bruin E&P Partners, and Chaparral Energy. Mr. McFarland earned his M.B.A. from the University of Delaware and his B.S. in Civil Engineering (Environmental Concentration) from Virginia Polytechnic Institute and State University. He received a professional engineer license in 1995 and has completed the MIT Reactor Technology Course for Utility Executives. We believe that Mr. McFarland’s extensive industry experience makes him well-qualified to serve on our Board of Directors


Gizman Abbas			Independent Director
Age: 52 Director Since: 2023 Committees: •Nominating and Governance (Chair) •Audit •Risk Oversight			Mr. Abbas has served as a Director since May 2023. Mr. Abbas has nearly 30 years of energy and investment experience. He has served on the board of directors of Prairie Operating Company, including as Chairman of the Audit Committee and as a member of the Compensation Committee, since May 2023, as Founding Principal of Direct Invest Development since December 2014, and on the board of directors of the New York Independent System Operator, including as Chairman of the Commerce & Compensation Committee and as a member of the Reliability & Markets Committee, since April 2021. Mr. Abbas served on the boards of directors of Crown Electrokinetics, including as Chairman of the Compensation Committee and as a member of the Audit and Governance Committees, from March 2021 to December 2022, Aranjin Resources Ltd., including as an Audit Committee Member from May 2016 to December 2020, KLR Energy Acquisition Corporation, including as Chairman of the Compensation Committee and a member of the Audit Committee, from January 2016 to May 2017, and Handeni Gold, including as an Audit Committee Member, from February 2012 to July 2017. Previously, Mr. Abbas was a founding Partner of the commodity investment business at Apollo Global Management, a Vice President at Goldman Sachs, an investment associate at Morgan Stanley, a Senior Project Engineer on oil and gas construction projects for Exxon Mobil Corporation, and a Co-Op Power Engineer at Southern Company. Mr. Abbas earned his B.S. in Electrical Engineering from Auburn University and his M.B.A. from Northwestern University’s Kellogg School of Business. We believe that Mr. Abbas’ executive, financial and investment experience makes him well-qualified to serve on our Board of Directors.


Anthony Horton			Independent Director
Age: 64 Director Since: 2023 Committees: •Compensation (Chair) •Audit			Mr. Horton has served as a Director since May 2023. Since March 2018, November 2021 and February 2023, respectively, Mr. Horton has served as Chief Executive Officer of AR Horton Advisors, Lead Independent Director for Team, Inc., and Independent Director for Equiniti Trust Company. Additionally, Mr. Horton served as an Independent Director of U.S. Renal Care from January 2023 to February 2024, Travelport GDS, UK from March 2020 to December 2023, Neiman Marcus’ Mariposa Holdings from April 2020 to September 2020, Seadrill Partners from January 2020 to May 2021, and Arena Energy from March 2020 to September 2020, among others, and served as Independent Director and Chairman of the board of directors of NanoLumens from May 2017 to May 2020. Mr. Horton has more than 25 years of energy and technology experience, including having served as Executive Vice President and CFO at EFH and as Senior Director of Corporate and Public Policy at TXU Energy. He also has experience serving on various boards of directors and committees of companies involved in turnarounds and restructuring matters. Mr. Horton earned his Master’s of Professional Accounting and Finance from the University of Texas at Dallas/Arlington and his B.B.A. in Economics and Management from the University of Texas at Arlington. He is a CPA, Chartered Financial Analyst, Certified Management Accountant, and Certified Financial Manager. We believe that Mr. Horton’s extensive financial and business expertise, including a diversified background of both senior leadership and director roles of public and private companies, makes him well-qualified to serve on our Board of Directors.


Karen Hyde			Independent Director
Age: 63 Director Since: 2023 Committees: •Audit (Chair) •Compensation			Ms. Hyde has served as a Director since May 2023. Until her retirement in 2022, Ms. Hyde served as Senior Vice President, Chief Compliance & Ethics Officer, Chief Audit Executive, and Chief Risk Officer of Xcel Energy. Across her 30 years with Xcel Energy, she served in various roles with increasing responsibility, including roles in rates and regulatory affairs, resource planning and acquisition, and risk management. She was also responsible for forecasting and production cost, expansion plan modeling, and evaluating the effectiveness of compliance programs and control frameworks. Ms. Hyde spent approximately a decade negotiating structured power purchase arrangements, including Xcel Energy’s initial renewable energy contracts, and was responsible for renewable energy compliance. Prior to joining Xcel Energy, she was a lead nuclear engineer as a civilian employee of the U.S. Department of Defense, where she was responsible for overhauling submarine reactors. Since 2013, Ms. Hyde has served with Volunteers of America CO Branch, including as Treasurer, on the board of directors, and as Chair of the Audit Committee. Ms. Hyde earned her M.S. in Mineral Economics from the Colorado School of Mines and her B.S. in Metallurgical Engineering from Lafayette College. Ms. Hyde is a certified Internal Auditor and holds Certification in Risk Management Assurance from the Institute of Internal Auditors. We believe that Ms. Hyde’s extensive industry, regulatory and risk management experience makes her well-qualified to serve on our Board of Directors.


Joseph Nigro			Independent Director
Age: 60 Director Since: 2023 Committees: •Risk Oversight (Chair) •Nominating and Governance			Mr. Nigro has served as a Director since May 2023. Mr. Nigro has served both as senior advisor to Blackstone Inc.’s energy transition group and on the board of directors of Kindle Energy LLC since July 2023. Mr. Nigro previously served as an advisor to the Exelon Chief Executive Officer until March 2023 after having served as Exelon’s Chief Financial Officer from May 2018 to October 2022. He was also a member of Exelon’s Executive Committee and the Chair of its Corporate Investment Committee. Prior to that, Mr. Nigro served as Chief Executive Officer of Constellation Energy, an Exelon operating division, from 2013 to 2018, after serving as its Senior Vice President of Portfolio Strategy. Before joining Constellation, he was the Senior Vice President of Portfolio Management and Strategy for the Exelon Power Team, where he also led the merger integration for the Exelon Power Team wholesale trading and marketing organization with Constellation. Mr. Nigro started his career with PECO Energy, now an Exelon company, in 1996 and also spent seven years prior with Phibro Energy, Inc., an independent oil trading and refining company. Mr. Nigro earned his Bachelor’s Degree in Economics from the University of Connecticut. He has also completed the Exelon Leadership Institute Program through the Northwestern University Kellogg School of Management, the University of Chicago Executive Development Program, and the MIT Reactor Technology Course for Utility Executives. Mr. Nigro also previously served on the boards of directors for the Chicago Public Library and the National Aquarium in Baltimore, as well as the Advisory Board for FM Global Mutual Insurance Company – Philadelphia/Washington region. We believe that Mr. Nigro’s extensive industry experience makes him well-qualified to serve on our Board of Directors.


Christine Benson Schwartzstein			Independent Director
Age: 44 Director Since: 2023 Committees: •Nominating and Governance •Risk Oversight			Ms. Benson has served as a Director since May 2023. She has served on the boards of directors of Delek US Holdings, Inc. (where she also serves as a member of the Environmental, Health and Safety and Technology Committees) since January 2024, Just Energy (U.S.) Corp. since February 2024, and Apollo Infrastructure Company (where she also serves as a member of the Audit Committee) since October 2023. Ms. Benson previously served as a member of Orion Infrastructure Capital’s (“OIC”) Senior Advisory Board after retiring as a Managing Director and Investment Principal in 2022. Before joining OIC, she spent 17 years in various roles at Goldman Sachs, most recently as a Managing Director in the Financing Group on the Structured Finance and Risk Management team in the Investment Banking Division, where she was responsible for the firm’s commodity structured finance efforts within Investment Banking. Prior to that, Ms. Benson was a Managing Director on the Energy Sales and Structuring teams in the Securities Division. She began her career at Goldman Sachs in 2004 as an analyst on the Energy team. Ms. Benson earned her A.B. in Earth and Planetary Sciences, magna cum laude, from Harvard University. We believe that Ms. Benson’s extensive industry and financial and risk management experience makes her well-qualified to serve on our Board of Directors.


Name	Age	Position
Mark “Mac” McFarland	55	President, Chief Executive Officer and Director
Terry L. Nutt	48	Chief Financial Officer
John C. Wander	57	General Counsel and Corporate Secretary
Andrew M. Wright	57	Chief Administrative Officer
Brad L. Berryman	56	Senior Vice President and Chief Nuclear Officer
Dale E. Lebsack	49	Chief Fossil Officer
Chris E. Morice	45	Chief Commercial Officer
Darren J. Olagues	54	Chief Development Officer
Cole Muller	44	Executive Vice President, Strategic Ventures


Mark “Mac” McFarland			President, Chief Executive Officer & Director
			For Mr. McFarland’s biographical information, see PROPOSAL 1.


Terry L. Nutt			Chief Financial Officer
			Mr. Nutt has served as the Chief Financial Officer of the Company since July 2023. In this role, Mr. Nutt leads the Company’s finance, M&A, risk management and treasury activities. He has over 20 years of experience in the energy industry, including time spent at utility companies, power generation providers and energy trading firms. Prior to joining the Company, Mr. Nutt served as the Chief Financial Officer of Just Energy, a retail energy provider specializing in residential and commercial electricity markets in North America. From 2018 until 2023, he served as Chief Financial Officer and Managing Director for EDF Trading North America (“EDF”), a subsidiary of Électricité de France (EDF) S.A., a multinational energy utility headquartered in France. Prior to his service at EDF, Mr. Nutt served in multiple senior finance positions at Vistra Corporation (and its predecessor entity, EFH), including as Senior Vice President and Controller and Senior Vice President of Risk Management. Mr. Nutt earned his M.S. in Accounting and his B.B.A. from Texas A&M University.


John C. Wander			General Counsel & Corporate Secretary
			Mr. Wander has served as General Counsel and Corporate Secretary of the Company since June 2023. Mr. Wander is responsible for overseeing all legal matters for the Company. He has nearly 30 years of experience in commercial law in matters primarily pertaining to finance, accounting, and shareholder issues. Prior to joining the Company, Mr. Wander was a Shareholder Litigation and Enforcement Partner at Vinson & Elkins LLP (“V&E”) and served as the firm’s General Counsel. He worked on some of the firm’s most high-profile, high-stakes litigation matters, and focused his practice on commercial litigation in the energy, accounting, securities, manufacturing and insurance industries, routinely representing issuers and accounting firms before the Securities & Exchange Commission. He also tried numerous corporate governance cases in the Delaware Chancery Court. Mr. Wander served in numerous leadership positions at V&E, including as Managing Partner of the Dallas office, Co-Department Head of Litigation and Regulatory, Co-Practice Group Leader of Complex Commercial Litigation and a member of the firm’s Management Committee. Mr. Wander earned his J.D. from The University of Texas School of Law and his B.A. in Economics from Northwestern University.


Metric	Weight		Threshold Performance (50%)		Target Performance (100%)		Maximum Performance (200%)		Performance Certified for 2024
2024 Safety (1)	20	%	0.5		0.3		0.1		0.096
2024 Forced Outage Performance (2)	20	%	4.76 %		3.17 %		2.54 %		2.24 %
2024 Adjusted EBITDA (3)	30	%	$512	million	$640	million	$767	million	$770	million
2024 Adjusted Free Cash Flow (3)	30	%	$120	million	$171	million	$223	million	$283	million


Executive	2024 STI Target (% of Salary)		2024 STI Target ($ Value)	2024 STI Total Payout
Mark McFarland	135	%	$1,518,750	$4,100,625
Terry Nutt	100	%	550,000	1,485,000
Brad Berryman	100	%	550,000	1,485,000
John Wander	100	%	550,000	1,485,000
Cole Muller	100	%	500,000	1,350,000


Executive	2023 Grants
	Target Annual LTI Award (% of Base Salary)		Number of RSUs	Target Number of PSUs	Target Value (in Dollars)
Mark McFarland	700	%	223,141	334,711	$	23,625,000
Terry Nutt	400	%	62,338	93,507	6,600,000
Brad Berryman	400	%	62,338	93,507	6,600,000
John Wander	400	%	62,338	93,507	6,600,000
Cole Muller	300	%	39,528	59,292	4,185,000


Performance Level	Adjusted Equity Value (per Share)		Earned PSUs (% of Target) (1)
Threshold	$	42.35	0%
Target	52.52		100%
Maximum	73.69		200%
Above Maximum	> 73.69		1% of market capitalization implied by Adjusted Equity Value in excess of Maximum are allocated as incremental Earned PSUs (see above)


Andrew M. Wright			Chief Administrative Officer
			Mr. Wright began serving as the Company’s Chief Administrative Officer in June 2023, after having served as the Company’s General Counsel and Corporate Secretary since June 2018. In his current role, Mr. Wright is responsible for overseeing the human resources, information technology, facilities and corporate security functions of the Company. Prior to joining the Company, Mr. Wright spent 14 years as in-house counsel for Energy Future Holdings (“EFH”), most recently serving as Executive Vice President, General Counsel and Corporate Secretary. Mr. Wright has 21 years of experience in the power generation sector with an intimate knowledge of the financial, operational and regulatory challenges facing the industry. He has led numerous fleet and balance sheet restructuring efforts, complex acquisitions and divestitures, high-stakes litigation and regulatory reviews. His experience includes being involved in the largest leveraged buyout in U.S. history and some of the largest financial restructurings in the industry. He has also worked closely with various boards of directors, private equity sponsors and other stakeholders of Talen and EFH. After earning his J.D. from the University of Notre Dame, Mr. Wright went into private practice with V&E in both Dallas, Texas and London, England with a focus on corporate securities, mergers and acquisitions, and corporate governance. Prior to pursuing his law career, he earned his B.B.A. in Accounting from Southern Methodist University, obtained his CPA certification and practiced as an accountant with KPMG in Chicago.


Brad L. Berryman			Senior Vice President & Chief Nuclear Officer
			Mr. Berryman has served as the Company’s senior vice president and Chief Nuclear Officer since September 2018, where he is responsible for overseeing all aspects of the Susquehanna nuclear power plant. Mr. Berryman joined the Company in early 2017 in the role of site vice president for Susquehanna, where he was responsible for all plant operations and personnel. With over two decades of extensive commercial nuclear experience, Mr. Berryman has held positions of increasing importance spanning various technical, operational, training and financial capacities. Prior to joining the Company, he served as general manager at Turkey Point Nuclear Generating Station. He also held leadership roles at Wolf Creek Nuclear Operating Corporation, Palo Verde Nuclear Generating Station and Arkansas Nuclear One. In addition, he proudly served his country in the U.S. Navy as part of the submarine fast attack fleet. Mr. Berryman earned his B.S., summa cum laude, in Organizational Management from Central Baptist College.


Dale E. Lebsack			Chief Fossil Officer
			Dale Lebsack has served as Chief Fossil Officer since June 2023, leading Talen Energy’s approximately 10-gigawatt fossil generation fleet. He also is President of the Company’s Talen Montana division. Mr. Lebsack joined Talen in 2015 as part of its acquisition of RJS Power from affiliates of Riverstone Holdings, LLC. Since joining the Company, he has taken on roles of increasing importance, including business unit leader for Talen’s generation assets in Montana, ERCOT, and the Northeast from December 2020 to March 2022 and Senior Vice President Fossil Operations from March 2022 to June 2023. Prior to joining Talen, Mr. Lebsack held various leadership roles with RJS Power and its affiliates in asset management, project development, plant operations, and environmental, health and safety. In those roles, Mr. Lebsack led the technical planning and permitting related to a $1.2 billion repowering of three power plants in ERCOT and led the technical due diligence related to the acquisition of two asset portfolios in PJM. Apart from his roles with RJS Power, Mr. Lebsack’s experience includes plant-level positions with Duke Energy North America and Entergy. A graduate of Georgia Institute of Technology, Mr. Lebsack earned a B.S. in Mechanical Engineering.


Chris E. Morice			Chief Commercial Officer
			Chris Morice has served as Chief Commercial Officer of Talen Energy since 2023, overseeing the Company’s wholesale trading and fleet optimization activities. With 15 years of profitable leadership, Mr. Morice began his career in New York City at Lehman Brothers before moving to Houston with Lehman’s acquisition of Eagle Energy Partners in 2009. Mr. Morice joined Talen in 2017, serving as Vice President – Portfolio Manager from 2020 to 2023 and as Desk Head/Lead Trader, tasked with P&L responsibilities, managing numerous products across multiple regions, from 2017 to 2020. Prior to joining Talen, he worked exclusively in market-facing, risk-taking, revenue-generating roles at Koch Energy, Topaz Power, and EDF Trading. Mr. Morice holds a bachelor’s degree from the University of Missouri, Columbia and a master’s degree from Fordham University, Bronx.


Darren J. Olagues			Chief Development Officer
			Darren Olagues has served as the Chief Development Officer for Talen Energy since October 2024. In this capacity, he leads the company’s corporate strategy and development activities. Mr. Olagues has over 25 years of energy experience, serving in a variety of leadership roles throughout his career. Before joining Talen Energy, from December 2018 to February 2024, he was Chief Financial Officer and Senior Advisor for independent power producer GenOn Energy, where he currently serves on the Board of Directors. Mr. Olagues also held various leadership roles with Cleco affiliated companies, including President and CEO of Cleco Corporate Holdings and President of Cleco Power where he led its $4.7 billion take private transaction. Prior to his tenure with Cleco, he held financial leadership roles at Exelon Corporation and Sithe Energies. A graduate of Tulane University, New Orleans, Mr. Olagues has bachelor’s degree in Accounting and Business/Management.


Cole Muller			Executive Vice President, Strategic Ventures
			Cole Muller has served as Executive Vice President, Strategic Ventures for Talen Energy since June 2023. In this role he leads the company’s strategic initiatives, focusing on corporate strategy and strategic partnerships to unlock high impact opportunities that maximize the value of Talen’s asset portfolio. This includes leading Talen’s Cumulus Data Center, Digital Coin, Renewables and Battery Storage businesses. Mr. Muller has held multiple leadership roles during his tenure with Talen. He served as Senior Vice President for its Cumulus Growth business from November 2021 to June 2023, responsible for strategic growth across Talen’s generation asset footprint through decarbonization, repowering and development efforts. Prior to that, he led the company’s PJM Fossil business unit from March 2019 to March 2022, where he was responsible for over eight gigawatts of generation assets in Pennsylvania, Maryland, and New Jersey. Before joining Talen in 2018, he was an Associate Partner for McKinsey & Co., advising energy clients, including Talen, on strategic opportunities and operational transformations. A graduate of the U.S. Naval Academy, Mr. Muller holds a Bachelor of Science degree in Mathematics. He received his MBA from The Wharton School, and his JD from the University of Pennsylvania. He previously served as a submarine officer in the U.S. Navy.


Fiscal Year 2024 Peer Group

The AES Corporation	CMS Energy Corporation	OGE Energy Corp.
ALLETE, Inc.	Constellation Energy Corporation	Pinnacle West Capital Corporation
Alliant Energy Corporation	Energy, Inc. OGE Energy Corp.	TXNM Energy, Inc.
Avista Corporation	First Solar, Inc.	Portland General Electric Company
Black Hills Corporation	IDACORP, Inc.	PPL Corporation
CenterPoint Energy, Inc.	NorthWestern Corporation	Vistra Corp.
	NRG Energy, Inc.


Named Executive Officer	Base Salary as of January 1, 2024		Base Salary as of December 31, 2024
Mark McFarland	$	1,125,000	$	1,125,000
Terry Nutt	550,000		550,000
Brad Berryman	550,000		550,000
John Wander	550,000		550,000
Cole Muller (1)	465,000		500,000


Executive	2025 Grants
	Number of RSUs	Target Number of PSUs
Mark McFarland	7,025	25,172
Terry Nutt	2,498	8,950
Brad Berryman	1,963	7,032
John Wander	1,963	7,032
Cole Muller	2,141	7,672


Name and Principal Position	Year	Salary (1)		Bonus (2)		Stock Awards		Non-Equity Incentive Plan Compensation (3)		All Other Compensation (4)		Total
Mark McFarland, President and Chief Executive Officer	2024	$	1,125,000	$	1,000,000	$	—	$	4,100,625	$	32,502	$	6,258,127
	2023	683,654		—		27,667,227		1,210,079		13,782		29,574,742
	2022	—		—		—		—		—		—
Terry Nutt, Chief Financial Officer	2024	550,000		—		—		1,485,000		29,700		2,064,700
	2023	253,846		—		9,860,313		720,304		9,335		10,843,798
	2022	—		—		—		—		—		—
Brad Berryman, Senior Vice President and Chief Nuclear Officer	2024	550,000		—		—		1,485,000		46,380		2,081,380
	2023	541,660		665,106		7,729,289		1,251,994		40,498		10,228,547
	2022	520,530		251,964		—		1,197,227		20,753		1,990,474
John Wander, General Counsel and Corporate Secretary	2024	550,000		250,000		—		1,485,000		9,480		2,294,480
	2023	285,578		250,000		7,729,289		720,304		3,881		8,989,052
	2022	—		—		—		—		—		—
Cole Muller, (5) Executive Vice President, Strategic Ventures	2024	477,115		—		—		2,403,750		29,384		2,910,249


Name	Term Life Insurance Policy		401(k) Plan Matching Contribution		401(k) Plan Discretionary Contribution		Health Saving Account		Financial Counsel Services
Mark McFarland	$	4,902	$	20,700	$	6,900	$	—	$	—
Terry Nutt	900		20,700		6,900		1,200		—
Brad Berryman	2,580		20,700		6,900		1,200		15,000
John Wander	2,580		—		6,900		—		—
Cole Muller	498		13,800		6,900		1,200		6,986


Name					Estimated Future Payouts Under Non-Equity Incentive Plan Awards
	Grant Type		Grant Date		Threshold	Target		Maximum
Mark McFarland	STI	(1)	—			$	1,518,750
Terry Nutt	STI	(1)	—			550,000
Brad Berryman	STI	(1)	—			550,000
John Wander	STI	(1)	—			550,000
Cole Muller	STI	(1)	—			500,000
	Cumulus LTIP	(2)	3/7/2024	(3)		1,053,750		1,312,500


	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (1)	Market Value of Shares or Units of Stock That Have Not Vested (2)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (2)
Mark McFarland	148,762	$	29,971,080	747,920	$	150,683,442
Terry Nutt	41,559	8,372,892		208,944	42,095,948
Brad Berryman	41,559	8,372,892		208,944	42,095,948
John Wander	41,559	8,372,892		208,944	42,095,948
Cole Muller	26,352	5,309,137		132,489	26,692,559


	Stock Awards
Name	Number of Shares Acquired on Vesting (1)	Value Realized on Vesting (2)
Mark McFarland	74,380	$	8,030,065
Terry Nutt	20,779	2,649,322
Brad Berryman	20,779	2,243,301
John Wander	20,779	2,424,909
Cole Muller	13,176	1,422,481


Benefits and Payments upon Termination	Cash Severance			Aggregate Value of Accelerated Equity Awards (1)			Total
Mark McFarland
Termination w/o Cause or w/ Good Reason	$	6,287,500	(2)	$	29,970,812	(5)	$	36,258,312
Termination due to death or Disability	4,100,625		(3)	9,360,747		(6)	13,461,372
Change in Control (w/ or w/o termination)	—			180,654,254		(7)	180,654,254
Terry Nutt
Termination w/o Cause or w/ Good Reason	1,100,000		(4)	1,995,714		(6)	3,095,714
Termination due to death or Disability	1,485,000		(3)	1,995,714		(6)	3,480,714
Change in Control (w/ or w/o termination)	—			50,468,772		(7)	50,468,772
Brad Berryman
Termination w/o Cause or w/ Good Reason	1,100,000		(4)	2,615,074		(6)	3,715,074
Termination due to death or Disability	1,485,000		(3)	2,615,074		(6)	4,100,074
Change in Control (w/ or w/o termination)	—			50,468,772		(7)	50,468,772
John Wander
Termination w/o Cause or w/ Good Reason	1,100,000		(4)	2,615,074		(6)	3,715,074
Termination due to death or Disability	1,485,000		(3)	2,615,074		(6)	4,100,074
Change in Control (w/ or w/o termination)	—			50,468,772		(7)	50,468,772
Cole Muller
Termination w/o Cause or w/ Good Reason	1,000,000		(4)	1,658,196		(6)	2,658,196
Termination due to death or Disability	1,350,000		(3)	1,658,196		(6)	3,008,196
Change in Control (w/ or w/o termination)	—			32,001,696		(7)	32,001,696


Year	Summary Compensation Table Total for PEO (1)		Compensation Actually Paid to PEO (2)			Average Summary Compensation Table Total for Non-PEO NEOs (1)		Average Compensation Actually Paid to Non-PEO NEOs (2)			Value of Initial Fixed $100 Investment Based on:				Net Income ($mm) (4)		Adjusted EBITDA ($mm) (5)
Year	Summary Compensation Table Total for PEO (1)		Compensation Actually Paid to PEO (2)					Average Compensation Actually Paid to Non-PEO NEOs (2)			Total Shareholder Return (3)		Peer Group Total Shareholder Return (3)		Net Income ($mm) (4)		Adjusted EBITDA ($mm) (5)
2024	$	6,258,127	$	149,209,508	(6)	$	2,337,702	$	39,010,239	(6)	$	158.02	$	109.11	$	1,013	$	770


	PEO		All NEOs (other than PEO)
Total Compensation Reported in Summary Compensation Table	$	6,258,127	$	2,337,702

Adjustments:
Plus, Change in Fair Value of Awards Granted in Prior Years that are Outstanding and Unvested (from Prior Year-End to Year-End)	141,421,378		35,894,293
Plus, Vesting Date Fair Value of Awards Granted in the Covered Fiscal Year that Vested in that Year	1,530,003		778,244
Total Adjustments	142,951,381		36,672,537

Compensation Actually Paid for the Covered Fiscal Year	$	149,209,508	$	39,010,239


Most Important Performance Measures
Adjusted EBITDA
Adjusted Equity Value
Safety
Operating Performance
Adjusted Free Cash Flow


Name	Fees Earned or Paid in Cash (1)		Stock Awards (2)		Total
Stephen Schaefer	$	250,000	$	—	$	250,000
Gizman Abbas (3)	185,000		—		185,000
Anthony Horton (4)	185,000		—		185,000
Karen Hyde (5)	180,000		—		180,000
Joseph Nigro (6)	172,500		—		172,500
Christine Benson Schwartzstein (7)	167,500		—		167,500


Plan Category	(a) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights		(b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights			(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Plans Approved by Our Security Holders	—		—			—
Plans Not Approved by Our Security Holders (1)	2,687,226	(2)	$	—	(3)	4,396,235	(4)
Total	2,687,226		—			4,396,235