---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-119741"
form_type: "8-K"
ticker: "NRG"
cik: "0001013871"
company_name: "NRG ENERGY, INC."
filed_at: "2023-11-20T23:59:59+00:00"
generated_at: "2026-06-07T23:09:49.508059+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# NRG CEO Gutierrez resigns; Coben interim CEO; adds four independent directors via Elliott cooperation agreement

## Summary
- Mauricio Gutierrez resigns as CEO and director effective Nov 17, 2023; Lawrence Coben (Board Chair) appointed Interim CEO.
- Anne Schaumburg appointed Lead Independent Director; Board establishes CEO Search Committee to find permanent CEO.
- Adds four independent directors: Marwan Fawaz, Kevin Howell, Alex Pourbaix, Marcie Zlotnik as part of cooperation with Elliott.
- Reaffirms 2023 Adj EBITDA $3.15-$3.3B; 2024 Adj EBITDA $3.3-$3.55B; capital allocation and cost savings targets reaffirmed.
- Company will conduct comprehensive review of operations and cost structure to identify efficiencies and enhance capital returns.

## SEC filing metadata
- accession: 0001104659-23-119741
- form_type: 8-K
- ticker: NRG
- cik: 0001013871
- company_name: NRG ENERGY, INC.
- filed_at: 2023-11-20T23:59:59+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1013871/000110465923119741/0001104659-23-119741-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1013871/000110465923119741/tm2331129d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-119741
- JSON: https://secwatch.observer/filing/0001104659-23-119741.json
- Plain text: https://secwatch.observer/filing/0001104659-23-119741.txt

## Key facts
- Executive change
  Lawrence Coben was appointed as interim president and chief executive officer at NRG ENERGY, INC..
  - Action: appointed
  - Role: interim president and chief executive officer
  source text: On November 17, 2023, the Board appointed Lawrence Coben, 65, to the position of interim president and chief executive officer (“Interim CEO”), effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1013871/000110465923119741/0001104659-23-119741-index.htm
- Executive change
  Kevin Howell was appointed as director at NRG ENERGY, INC..
  - Action: appointed
  - Role: director
  source text: provided , however , that Mr. Howell’s appointment to the Board will be effective on the next business day following written notification by Elliott to the Company of Mr. Howell’s eligibility to serve on the Board, and until the effective time of such appointment, Mr. Howell will serve as an observer of the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1013871/000110465923119741/0001104659-23-119741-index.htm
- Executive change
  Anne Schaumburg was appointed as Lead Independent Director at NRG ENERGY, INC..
  - Action: appointed
  - Role: Lead Independent Director
  source text: On November 17, 2023, in accordance with the Company’s corporate governance guidelines, the Board appointed Anne Schaumburg to serve as the Company’s lead independent director to serve in this capacity for so long as the Company’s Chair and Chief Executive Officer roles are being held by the same person.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1013871/000110465923119741/0001104659-23-119741-index.htm
- Executive change
  Mauricio Gutierrez resigned as Chief Executive Officer and President at NRG ENERGY, INC..
  - Action: resigned
  - Role: Chief Executive Officer and President
  source text: He succeeds Mauricio Gutierrez, who resigned as the Company’s Chief Executive Officer and President and as a member of the Board, effective November 17, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1013871/000110465923119741/0001104659-23-119741-index.htm
- Material Agreements
  NRG ENERGY, INC. entered into Cooperation Agreement with Elliott Investment Management L.P. and certain of its affiliates (collectively, "Elliott") (effective 2023-11-20).
  - Action: entry
  - Counterparty: Elliott Investment Management L.P. and certain of its affiliates (collectively, "Elliott")
  - Effective: 2023-11-20
  source text: On November 20, 2023, NRG Energy, Inc. (“NRG” or the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with Elliott Investment Management L.P. and certain of its affiliates (collectively, “Elliott”) regarding the composition of the Company’s Board of Directors
  evidence_url: https://www.sec.gov/Archives/edgar/data/1013871/000110465923119741/0001104659-23-119741-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.