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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )
 	 	 	
Filed by the Registrant ý	

Filed by a Party other than the Registrant  o	

Check the appropriate box:	

o	
 	
Preliminary Proxy Statement	

o	
 	
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))	

ý	
 	
Definitive Proxy Statement	

o	
 	
Definitive Additional Materials	

o	
 	
Soliciting Material under §240.14a-12	

 	 	 	 	 	
NRG YIELD, INC.	

(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 the appropriate box):	

ý	
 	
No fee required.	

o	
 	
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.	
 	 	(1)	 	Title of each class of securities to which transaction applies:
          	
 	 	(2)	 	Aggregate number of securities to which transaction applies:
          	
 	 	(3)	 	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
          	
 	 	(4)	 	Proposed maximum aggregate value of transaction:
          	
 	 	(5)	 	Total fee paid:

o	
 	
Fee paid previously with preliminary materials.	

o	
 	
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.	
 	 	(1)	 	Amount Previously Paid:
          	
 	 	(2)	 	Form, Schedule or Registration Statement No.:
          	
 	 	(3)	 	Filing Party:
          	
 	 	(4)	 	Date Filed:

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March 16, 2017

Dear Stockholder:

We are pleased to invite you to attend NRG Yield, Inc.'s Annual Meeting of Stockholders, which will be held at 9 a.m., Eastern Time, on Tuesday, April 25, 2017, at the Hyatt Regency Princeton, located at 102 Carnegie Center, Princeton, New Jersey 08540. Details regarding admission to the meeting and the business to be conducted are more fully described in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. Information about voting methods is set forth in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

On behalf of NRG Yield, Inc., I thank you for your ongoing interest and investment in NRG Yield, Inc. We are committed to acting in your best interests. If you have any questions with respect to voting, please call our proxy solicitor, MacKenzie Partners, Inc., at (800) 322-2885 (toll free).

Sincerely,

MAURICIO GUTIERREZ
Chairman of the Board

THIS PROXY STATEMENT AND PROXY CARD ARE
BEING DISTRIBUTED ON OR ABOUT MARCH 16, 2017.

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NRG Yield, Inc.
804 Carnegie Center, Princeton, New Jersey 08540

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

When: Tuesday, April 25, 2017, 9:00 a.m. Eastern Time

Where: Hyatt Regency Princeton, 102 Carnegie Center, Princeton, New Jersey 08540

We are pleased to invite you to join our Board of Directors and senior leadership at the NRG Yield, Inc. 2017 Annual Meeting of Stockholders.
ITEMS OF BUSINESS:	
1.
To elect seven directors.

2.
To approve NRG Yield's Annual Incentive Plan for Designated Corporate Officers.

3.
To approve, on a non-binding advisory basis, NRG Yield's executive compensation.

4.
To approve, on a non-binding advisory basis, the frequency of the vote to approve NRG Yield's executive compensation.

5.
To ratify the appointment of KPMG LLP as NRG Yield's independent registered public accounting firm for the 2017 fiscal year.

6.
To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement.
RECORD DATE:	
You are entitled to vote if you were a stockholder of record of our Class A, Class B, Class C or Class D common stock at the close of business on March 3, 2017.
Voting Information	

HOW TO VOTE:	
Even if you plan to attend the Annual Meeting in person, please vote right away using one of the following advance voting methods. Make sure to have your proxy card or voting instruction form in hand and follow the instructions.

Via the Internet:

You may vote atwww.proxyvote.com, from anywhere in the world, 24 hours a day, 7 days a week, up until 11:59 p.m. Eastern Time on April 24, 2017.

By phone:

If you live in the United States, you may vote 24 hours a day, 7 days a week, up until 11:59 p.m. Eastern Time on April 24, 2017, by calling 1-800-690-6903 from a touch-tone phone.

By mail:

If you received a paper copy of the materials, you may mark, sign, date and mail your proxy card or voting instruction card in the enclosed, postage-paid address envelope, so that it is received by the Company prior to April 25, 2017, the Annual Meeting date.

In person:

You can vote by a ballot that will be provided to you at the Annual Meeting. However, if you are a beneficial owner of shares held in street name (through a bank, broker or other nominee), you must bring a legal proxy from your bank, broker or other nominee to vote in person.

By Order of the Board of Directors

BRIAN E. CURCI
Corporate Secretary

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2017 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

PROXY STATEMENT HIGHLIGHTS	 	1	
PROXY STATEMENT	 	
3	
GOVERNANCE OF THE COMPANY	 	
4	
DIRECTOR COMPENSATION	 	
10	
PROPOSALS TO BE VOTED ON	 	
12	
    Proposal No. 1 Election of Directors	 	
12	
    Proposal No. 2 Approval of the Annual Incentive Plan for Designated Corporate Officers	 	
16	
    Proposal No. 3 Advisory Vote to Approve NRG Yield's Executive Compensation	 	
18	
    Proposal No. 4 Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation	 	
19	
    Proposal No. 5 Ratification of Independent Registered Public Accounting Firm for the 2017 Fiscal Year	 	
20	
EXECUTIVE OFFICERS	 	
21	
VOTING STOCK OWNERSHIP OF DIRECTORS, NAMED EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS	 	
22	
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	 	
26	
EXECUTIVE COMPENSATION	 	
37	
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION	 	
49	
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	 	
49	
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	 	
49	
AUDIT COMMITTEE REPORT	 	
50	
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	 	
51	
QUESTIONS AND ANSWERS	 	
52	
    What is the purpose of the Annual Meeting?	 	
52	

    Who is entitled to vote at the Annual Meeting?	 	52	
    How many votes do I have?	 	
52	
    What are the Board's recommendations?	 	
52	
    How many votes must be present to hold the Annual Meeting?	 	
53	
    What vote is required to approve each proposal?	 	
53	
    What are abstentions and broker non-votes and how are they treated?	 	
53	
    How do I vote?	 	
54	
    May I change my vote?	 	
54	
    What should I bring to the Annual Meeting if I attend in person?	 	
54	
    How can I vote at the Annual Meeting if I attend in person?	 	
55	
    What happens if I do not provide instructions as to how to vote?	 	
55	
    Where can I obtain the list of stockholders entitled to vote?	 	
55	
    Who pays the cost of solicitation of proxies?	 	
55	
    Who is the Company's transfer agent?	 	
55	
    Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?	 	
55	
    Where can I find directions to the Annual Meeting?	 	
56	
    What is "householding"?	 	
56	
    How can I request additional materials?	 	
56	
    Whom should I call if I have questions about the Annual Meeting?	 	
56	
REQUIREMENTS FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2018 ANNUAL MEETING OF STOCKHOLDERS	 	
57	
APPENDIX A: NRG YIELD, INC. ANNUAL INCENTIVE PLAN FOR DESIGNATED CORPORATE OFFICERS	 	
A-1	

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​

PROXY STATEMENT HIGHLIGHTS 1
Proxy Statement Highlights
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement before voting. For more complete information regarding the Company's 2016 performance, please review the Company's Annual Report on Form 10-K for the year ended December 31, 2016.
Roadmap of Voting Matters	
Stockholders are being asked to vote on the following matters at the 2017 Annual Meeting of Stockholders (Annual Meeting):
 	 	 	
 	 	BOARD
RECOMMENDATION	
 	 	 	
Proposal 1. Election of Directors (page 12)	 	 	
The Board of Directors (the Board) and the Corporate Governance, Conflicts and Nominating Committee believe that the seven director nominees possess the necessary qualifications, attributes, skills and experience to provide advice and counsel to the Company's management and effectively oversee the business and the long-term interests of our stockholders.	 	FOR
each director nominee	
​	​	​	
Proposal 2. Approval of NRG Yield's Annual Incentive Plan for Designated Corporate Officers (the AIP Proposal) (page 16)	 	 	
The Company seeks approval of its Annual Incentive Plan for Designated Corporate Officers (AIP). The Board believes that the AIP enhances the Company's ability to attract and retain individuals of exceptional managerial talent and that it is in the best interest of the Company to seek stockholder approval with respect to the AIP so that the Company may be eligible to take a tax deduction with respect to certain awards made under the AIP pursuant to Section 162(m) of the Internal Revenue Code.	 	FOR	
​	​	​	
Proposal 3. Approval, on a non-binding advisory basis, of NRG Yield's executive compensation (the Say on Pay Proposal) (page 18)	 	 	
The Company seeks a non-binding advisory vote to approve the compensation of its named executive officers as described in the Compensation Discussion and Analysis (CD&A) beginning on page 38 and the compensation tables and narrative discussion. The Board values stockholders' opinions, and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.	 	FOR	
​	​	​	
Proposal 4. Approval, on a non-binding advisory basis, of the frequency of the vote to approve NRG Yield's executive compensation (the Say on Frequency Proposal) (page 19)	 	 	
The Company seeks a non-binding advisory vote on how often the Company should include a vote to approve the Company's executive compensation, the Say on Pay Proposal, in its proxy materials for future annual stockholder meetings. Stockholders may vote to have the Say on Pay Proposal included every year, two years or three years or abstain from the vote.	 	ONE YEAR	
​	​	​	
Proposal 5. Ratification of the appointment of KPMG LLP as NRG Yield's independent registered public accounting firm for the 2017 fiscal year (page 20)	 	 	
The Audit Committee and the Board believe that the retention of KPMG LLP as the Company's independent registered public accounting firm for the 2017 fiscal year is in the best interests of the Company and its stockholders. As a matter of good corporate governance, stockholders are being asked to ratify the Audit Committee's selection of KPMG LLP.	 	FOR	
​	​	​	

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PROXY STATEMENT HIGHLIGHTS 2 ​
Corporate Governance Highlights	
We are committed to maintaining high standards of corporate governance, which promote the long-term interests of our stockholders, strengthens Board and management accountability and helps build public trust in the Company. The "Governance of the Company" section beginning on page 4 describes our corporate governance framework, which includes the following highlights:
 	 	 	
​	​	​	
•
Annual election of directors	 	•
Lead Independent Director	
​	​	​	
•
7 director nominees	 	•
Independent audit, compensation, and governance committees	
​	​	​	
•
3 independent director nominees	 	•
Regular executive sessions of independent directors	
​	​	​	
•
Risk oversight by full Board and committees	 	•
Anti-hedging and anti-pledging policies	
​	​	​	

Director Nominees	

 	 	 	 	​	 	 	 	 	​	 	 	 	 	​	 	 	 	 	​	 	 	 	 	COMMITTEE
MEMBERSHIPS 1	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​ 	​	​ 	​	​ 	​	​ 	​	
NAME, PRIMARY OCCUPATION	 	 	 	​	AGE	 	 	 	​	DIRECTOR SINCE	 	 	 	​	INDEPENDENT	 	 	 	​
	OTHER PUBLIC
COMPANY BOARDS	 	 	 	A	 	 	 	C	 	 	 	GCN	
Mauricio Gutierrez	 	 	 	 	46	 	 	 	 	2012	 	 	 	 	NO	 	 	 	 	1	 	 	 	 	 	 	 	 	 	 	 	 	
President and Chief Executive Officer of
NRG Energy, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
John F. Chlebowski 2	 	 	 	 	71	 	 	 	 	2013	 	 	 	 	YES	 	 	 	 	1	 	 	 	✓	 	 	 	★	 	 	 	✓	
Former President and Chief Executive Officer of
Lakeshore Operating Partners, LLC	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Kirkland B. Andrews	 	 	 	 	49	 	 	 	 	2012	 	 	 	 	NO	 	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	
Executive Vice President and Chief Financial
Officer of NRG Energy, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
John Chillemi	 	 	 	 	48	 	 	 	 	2016	 	 	 	 	NO	 	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	 	
Executive Vice President of NRG Energy, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Brian R. Ford	 	 	 	 	68	 	 	 	 	2013	 	 	 	 	YES	 	 	 	 	3	 	 	 	★	 	 	 	✓	 	 	 	✓	
Former Chief Executive Officer of Washington
Philadelphia Partners LP	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Ferrell P. McClean	 	 	 	 	70	 	 	 	 	2013	 	 	 	 	YES	 	 	 	 	0	 	 	 	✓	 	 	 	✓	 	 	 	★	
Former Managing Director at J.P. Morgan
Chase & Co.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Christopher S. Sotos	 	 	 	 	45	 	 	 	 	2013	 	 	 	 	NO	 	 	 	 	1	 	 	 	 	 	 	 	 	 	 	 	 	
President and Chief Executive Officer of the
Company	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	

1 ★	 	CHAIR    ✓ MEMBER	
 	 	A = Audit Committee;    C = Compensation Committee;    GCN = Corporate Governance, Conflicts and Nominating Committee	
2	 	Lead Independent Director	

Questions and Answers	
Please see the Questions and Answers section beginning on page 52 for important information about the proxy materials, voting and the annual meeting of stockholders.
Learn More About Our Company	
You can learn more about the Company and view our governance materials and much more by visiting our website,www.nrgyield.com.

Please also visit our Annual Meeting website atwww.proxyvote.comto easily access the Company's proxy materials and vote through the Internet.

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PROXY STATEMENT 3
Proxy Statement
We are providing these proxy materials to you in connection with the solicitation of proxies by the Board of NRG Yield, Inc. for the 2017 Annual Meeting of Stockholders (Annual Meeting) and for any adjournment or postponement of the Annual Meeting. The Annual Meeting will be held on Tuesday, April 25, 2017, at 9 a.m., Eastern Time at the Hyatt Regency Princeton, 102 Carnegie Center, Princeton, NJ 08540. In this Proxy Statement, "we," "us," "our," "NRG Yield," "Yield" and the "Company" refer to NRG Yield, Inc.

You are receiving this Proxy Statement because you own shares of our Class A, Class B, Class C or Class D common stock, par value $0.01 per share, that entitle you to vote at the Annual Meeting. By use of a proxy, you can vote whether or not you attend the Annual Meeting. The Proxy Statement describes the matters on which we would like you to vote and provides information on those matters.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
of Stockholders to be held on Tuesday, April 25, 2017

Each of the Notice of Annual Meeting, this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 is available at www.proxyvote.com . If you would like to receive, without charge, a paper copy of our Annual Report on Form 10-K, including the financial statements and the financial statement schedules, please send your request to Investor Relations, 804 Carnegie Center, Princeton, New Jersey 08540 .

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GOVERNANCE OF THE COMPANY 4
Governance of the Company

Corporate Governance Guidelines and Charters	
The Board has adopted Corporate Governance Guidelines (Guidelines) that, along with the Restated Certificate of Incorporation, the Third Amended and Restated Bylaws (Bylaws) and the charters of the committees of the Board (Committees), provide the framework for the governance of the Company. The Board's Corporate Governance, Conflicts and Nominating Committee is responsible for periodically reviewing the Guidelines and recommending any proposed changes to the Board for approval. The Guidelines are available on the Corporate Governance section of the Company's website at http://investor.nrgyield.com , along with the written charters of all the Committees and the Code of Conduct. The Guidelines, the charters of all of the Committees and the Code of Conduct are also available in print to any stockholder who requests them.
Controlled Company	
For purposes of the New York Stock Exchange (NYSE) rules, we are a "controlled company." Controlled companies under those rules are companies of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. NRG Energy, Inc. (NRG) controls more than 50% of the combined voting power of our common stock and has the voting power to elect the members of our Board. Accordingly, we are eligible to, and we may, take advantage of certain exemptions from corporate governance requirements provided in the NYSE rules. As a controlled company, we are not required to have (a) a majority of independent directors, (b) a Nominating/Corporate Governance Committee composed entirely of independent directors, (c) a Compensation Committee composed entirely of independent directors or (d) an annual performance evaluation of the Nominating/Corporate Governance and Compensation Committees. Therefore, our stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the applicable NYSE rules. However, we have elected to have a Compensation Committee and a Corporate Governance, Conflicts and Nominating Committee consisting entirely of independent directors and we conduct an annual performance evaluation of these committees. The controlled company exemption does not modify the independence requirements for the Audit Committee, and

we have complied with the requirements of the Sarbanes-Oxley Act of 2002 and the NYSE rules, which require that our Audit Committee be composed of at least three members, all of whom are independent.
Board Structure and Leadership	

​	​	​	
•
Chairman of the Board: Mauricio Gutierrez	 	•
Separate Chairman and Chief Executive Officer (CEO)	
​	​	​	
•
Number of directors: 7	 	•
Lead Independent Director: John F. Chlebowski	
​	​	​	
•
Number of regular meetings in 2016: 5	 	•
Regular executive sessions of independent directors	
​	​	​	
•
Number of special meetings in 2016: 2	 	•
Committees composed of all independent directors	
​	​	​	
•
Annual election of directors	 	•
Active engagement by all directors	
​	​	​	
Our Board is responsible for, among other things, overseeing the conduct of our business, reviewing and, where appropriate, approving our long-term strategic, financial and organizational goals and plans, and reviewing the performance of our CEO and any other members of senior management. Our Board conducts an annual self-evaluation, which includes a review of any areas in which the Board or management believes the Board can make a better contribution to our corporate governance, as well as a review of the committee structure and an assessment of the Board's compliance with corporate governance principles. In fulfilling the Board responsibilities, directors have full access to our management and independent advisors.

During the 2016 fiscal year, no director attended less than 75% of the total of the Board meetings and the meetings of the Committees on which he or she served. Non-management directors meet in executive session regularly following Board meetings. Directors are encouraged to attend the annual meetings of stockholders. All of the directors attended the 2016 Annual Meeting of Stockholders.

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GOVERNANCE OF THE COMPANY 5 ​

As stated in the Guidelines, the Board understands that there is no single, generally accepted approach to providing Board leadership and that it is in the best interests of the Company for the Board to make a determination regarding whether or not to separate the roles of Chairman and CEO based upon the present circumstances. Currently, Mauricio Gutierrez, a non-executive director and former Interim CEO of the Company, serves as Chairman. Irrespective of the Company's current practice, the Board believes that an effective board leadership structure is highly dependent on the experience, skills and personal interaction between persons in leadership roles.

Our President and CEO, Mr. Sotos, and the Chairman, Mr. Gutierrez, work together in complementary roles. Mr. Sotos focuses on the day-to-day developments of the Company and establishes the Company's strategic plan. Mr. Gutierrez leads the Board's responsibilities to review, approve and monitor fundamental financial and business strategies and major corporate actions, assesses major risks facing the Company and management, and presides over the Board and its Committees as they perform their oversight functions. The Board believes that these complementary roles provide the appropriate governance structure for the Company at this time.

When the Chairman is an affiliated director or a member of Company management, or when the independent directors determine that it is in the best interests of the Company, the independent directors will annually appoint from among themselves a Lead Independent Director. As Lead Independent Director, Mr. Chlebowski is responsible for the activities of the independent directors and is authorized to call meetings of the independent directors, chairs executive sessions of the independent directors, and performs the other duties either specified in the Guidelines or as assigned from time to time by the Board.

Although our Board believes that the separation of the Chairman and CEO roles is appropriate under current circumstances, it will continue to review this issue periodically to determine whether, based on the relevant facts and circumstances, the combination of these offices would serve the Company's best interests and the best interests of its stockholders.
Governance Practices	
The Board has taken a proactive approach in applying leading governance practices. As described in the Guidelines, the Board follows a series of governance practices that it believes foster effective Board oversight and accountability to our stockholders. These practices include:•
succession planning for the CEO and other senior management;

•
annual performance evaluations of the Board and each of its standing Committees, as well as periodic peer review for individual directors;
•
director orientation and continuing education program, including Company site visits and information sessions with Company management at relevant sites; and

•
access to and engagement of outside advisors and consultants to assist the Board and the Committees in the performance of their duties, as appropriate.
Risk Oversight	
While our management is responsible for the day-to-day management of the risks that the Company faces, the Board, as a whole and through its Committees, has responsibility for overall risk oversight of the Company. A fundamental aspect of risk oversight includes not only understanding the material risks to the business and what steps management is taking or should be taking to manage those risks, but also understanding and determining the appropriate risk appetite for the Company. The Board's role in reviewing and approving matters such as the Company's annual business plan, budget and long-term plan, strategic initiatives, individual development projects, acquisitions and divestitures, and capital allocation plan, represents the primary means by which the Board defines for management what constitutes an appropriate level of risk for the Company.
RISK OVERSIGHT HIGHLIGHTS	
•
The Board has responsibility for overall risk oversight of the Company

•
Audit Committee monitors financial risks

•
Compensation Committee monitors risks related to compensation policies and practices

•
Corporate Governance, Conflicts and Nominating Committee monitors risks related to governance practices, conflicts of interest and related person transactions

The Board performs its risk oversight function in several ways. The Board monitors, reviews and reacts to strategic and corporate risks through reports by management and Committees of the Board. The Board does not have a separate risk committee, but instead believes that the entire Board is responsible for overseeing the Company's risk management with the assistance of management and the Committees. The Chair of each of the Committees regularly report to the Board on all matters reviewed by their Committees, thereby providing the full Board with the opportunity to identify and discuss any risk-related issues or request additional information from management or the Committees that may assist the Board in its risk oversight role. To this end, risk-related issues presented to the each committee are routinely presented to the full Board to ensure proper oversight.

With the full Board providing the top level of risk oversight, the Committees have a more specific risk oversight role for matters that fall under their purview. The Audit Committee is required to discuss the Company's policies with respect

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GOVERNANCE OF THE COMPANY 6 ​

to risk assessment and risk management. The Audit Committee also monitors financial risks, which includes reviewing the effectiveness of our internal controls, conducting a detailed review of the financial portions of the Company's SEC reports, approving the independent auditor and the annual audit plan, and receiving periodic reports from the Company's independent auditor, the Company's internal auditor and the Company's corporate compliance officer.

The Compensation Committee monitors the risks related to our compensation policies and practices with input from management, and reviews the Company's compensation policies and practices to determine whether they subject the Company to unnecessary risk.

The Corporate Governance, Conflicts and Nominating Committee monitors the risks related to our governance practices, including Board and committee membership and Board effectiveness, as well as risks related to acquisitions of the NRG ROFO Assets (as defined and described in "Certain Relationships and Related Person Transactions") from, and agreements that we have in place with, NRG or its affiliates, and other related person transactions or perceived conflicts of interest.
Director Nominee Selection Process	
The Corporate Governance, Conflicts and Nominating Committee is responsible for identifying individuals that the Committee believes are qualified to become Board members in accordance with criteria set forth in the Guidelines. These criteria include an individual's business experience and skills, independence, judgment, integrity, and ability to commit sufficient time and attention to the activities of the Board. The Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all Board members. While the Company does not have a formal diversity policy, the Guidelines provide that the Committee considers diversity criteria in the context of the perceived needs of the Board as a whole and seeks to achieve a diversity of backgrounds and perspectives on the Board. The composition of the current Board reflects diversity in business and professional experience, skills and gender.

The Corporate Governance, Conflicts and Nominating Committee's process for identifying and evaluating director nominees may also include consultation with all directors, solicitation of proposed nominees from all directors, the engagement of one or more professional search firms (if deemed appropriate), interviews with prospective nominees by the Committee (and other directors, if deemed appropriate) and recommendations regarding qualified candidates to the full Board.
STOCKHOLDER-RECOMMENDED DIRECTOR CANDIDATES	
The Corporate Governance, Conflicts and Nominating Committee considers nominations by stockholders who recommend candidates for election to the Board. A

stockholder seeking to recommend a prospective candidate for the Committee's consideration may do so by writing to the Corporate Secretary, at NRG Yield, Inc., 804 Carnegie Center, Princeton, New Jersey 08540. Recommendations submitted for consideration by the Corporate Governance, Conflicts and Nominating Committee in preparation for the 2018 Annual Meeting of Stockholders (2018 Annual Meeting) must be received no later than the close of business on November 16, 2017, which is the 120th day prior to the first anniversary of the date on which this Proxy Statement was first released to our stockholders in connection with the 2017 Annual Meeting of Stockholders. If we change the date of the 2018 Annual Meeting by more than 30 days from the anniversary of the 2017 Annual Meeting of Stockholders, recommendations of director candidates must be received a reasonable time before we begin to print and mail the proxy materials for the 2018 Annual Meeting. Each notice of recommendation must contain the information required under our Bylaws, including: (a) the name and address of the stockholder; (b) the name and address of the person to be nominated; (c) a representation that the stockholder is a holder of the Company's Class A, Class B, Class C or Class D common stock and entitled to vote at the meeting; (d) a statement in support of the stockholder's recommendation, including a description of the candidate's qualifications; (e) information regarding the candidate that would be required to be included in a proxy statement filed in accordance with the rules of the Securities and Exchange Commission (SEC); and (f) the candidate's written, signed consent to serve if elected. The Corporate Governance, Conflicts and Nominating Committee will follow the process described above in considering nominees proposed by stockholders in accordance with the foregoing requirements.
STOCKHOLDER-NOMINATED DIRECTOR CANDIDATES	
As discussed under "Requirements for Submission of Stockholder Proposals for the 2018 Annual Meeting of Stockholders," stockholders intending to appear at the 2018 Annual Meeting in order to nominate a candidate for election by the stockholders at the meeting (in cases where the Board does not intend to nominate the candidate or where the Corporate Governance, Conflicts and Nominating Committee was not requested to consider his or her candidacy) must comply with the procedures in the Bylaws, a copy of which is available upon request to the Company's Corporate Secretary.
Board Committees	
The Board has the following three standing Committees:•
Audit

•
Compensation

•
Corporate Governance, Conflicts and Nominating

The membership and the functions of each Committee are described below.

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GOVERNANCE OF THE COMPANY 7 ​
AUDIT COMMITTEE	
•
Members:  Brian R. Ford (Chair), John F. Chlebowski, Ferrell P. McClean

•
Number of meetings in 2016:  4

•
Audit Committee Financial Experts:  Brian R. Ford, John F. Chlebowski and Ferrell P. McClean

•
Primary Responsibilities:  appoints, retains, oversees, evaluates, and compensates the independent auditors; reviews the annual audited and quarterly consolidated financial statements; and reviews major issues regarding accounting principles and financial statement presentations.

•
Independence:  3 of 3 members

The Audit Committee represents and provides assistance to the Board with respect to matters involving the accounting, auditing, financial reporting, internal control and legal compliance functions of the Company and its subsidiaries, including assisting the Board in its oversight of the integrity of the Company's financial statements, compliance with legal and regulatory requirements, the qualifications, independence, and performance of the Company's independent auditors, the performance of the Company's internal audit function, and effectiveness of the Company's financial risk management.

Among other things, the Audit Committee:•
appoints, retains, oversees, evaluates, and compensates the independent auditors;

•
reviews the annual audited and quarterly consolidated financial statements;

•
reviews major issues regarding accounting principles and financial statement presentations;

•
reviews earnings press releases and earnings guidance provided to analysts and rating agencies;

•
reviews with the independent auditors the scope of the annual audit, and approves all audit and permitted nonaudit services provided by the independent auditors;

•
considers the adequacy and effectiveness of the Company's internal control and reporting system;

•
discusses policies with respect to risk assessment and risk management, including the Company's major financial risk exposures and the effectiveness of the Company's system for monitoring compliance with laws and regulations, and reviews the Company's tax policies and findings of regulatory agencies and independent auditors;

•
reports regularly to the Board regarding its activities and prepares and publishes required annual Committee reports;

•
establishes procedures for the receipt, retention, and treatment of complaints and concerns regarding

accounting, internal accounting controls, or auditing matters;•
oversees the internal audit and corporate compliance functions; and

•
annually evaluates the performance of the Audit Committee and the adequacy of its charter.

The Board believes that Mr. Ford, Mr. Chlebowski and Ms. McClean qualify as independent directors according to the rules and regulations of the SEC with respect to audit committee membership. The Board has adopted a written charter for the Audit Committee, which is available on our corporate website.
COMPENSATION COMMITTEE	
•
Members:  John F. Chlebowski (Chair), Brian R. Ford, Ferrell P. McClean

•
Number of meetings in 2016:  4

•
Primary Responsibilities:  oversees the Company's overall compensation structure, policies and programs; evaluates the performance of the CEO and other senior executives against goals and objectives relevant to their compensation; and reviews the compensation of directors for service on the Board and its committees.

•
Independence:  3 of 3 members

Among other things, the Compensation Committee:•
reviews and recommends to the Board for approval annual and long-term goals and objectives relevant to the compensation of the President and CEO, evaluates the performance of the President and CEO in light of those goals and objectives, and determines, approves and recommends to the Board for approval, the President and CEO's compensation level based on such evaluation;

•
reports to the Board on (i) the review of annual and long-term goals and objectives relevant to the compensation of the CFO, the Executive Vice Presidents and any other officer designated by the Board, (ii) the evaluation of those officers' performance in light of those goals and objectives, (iii) the determination and approval of compensation levels based on such evaluations and (iv) the review and approval of employment arrangements, severance arrangements and benefits plans;

•
reviews and recommends to the Board the compensation, incentive compensation and equity-based plans that are subject to Board approval;

•
reviews and approves (i) employment agreements and severance arrangements, (ii) benefit plans pertaining to officers other than the President and CEO that are not otherwise subject to Board approval, and (iii) corporate goals and objectives for officers other than the President and CEO and reviews, with the President and CEO, the performance of officers other than the President and CEO;

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GOVERNANCE OF THE COMPANY 8 ​
•
approves stock incentive awards for officers other than the President and CEO;

•
annually evaluates the performance of the Compensation Committee and the adequacy of its charter;

•
reviews and discusses with management the CD&A to be included in the Company's proxy statement or annual report on Form 10-K, and based on such review and discussions, recommends to the Board that the CD&A be included in the Company's proxy statement or annual report on Form 10-K;

•
reviews and oversees the Company's overall compensation strategy, structure, policies, programs, risk profile and any stockholder advisory votes on the Company's compensation practices and assesses whether the compensation structure establishes appropriate incentives for management and employees;

•
makes recommendations regarding stock ownership guidelines;

•
reviews the compensation of directors for service on the Board and its committees and recommends changes in compensation to the Board; and

•
evaluates any conflicts of interest and the independence of any outside advisors engaged by the Compensation Committee.

The Compensation Committee may delegate to one or more subcommittees such power and authority as the Compensation Committee deems appropriate. No subcommittee shall consist of fewer than two members, and the Compensation Committee may not delegate to a subcommittee any power or authority that is required by any law, regulation or listing standard to be exercised by the Compensation Committee as a whole.

The Board has determined that all Compensation Committee members are independent under the listing standards of the NYSE, and that they are "nonemployee directors" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), and "outside directors" for purposes of Section 162(m) of the Code.
CORPORATE GOVERNANCE, CONFLICTS AND NOMINATING COMMITTEE	
•
Members:  Ferrell P. McClean (Chair), Brian R. Ford, John F. Chlebowski

•
Number of meetings in 2016:  14

•
Primary Responsibilities:  recommends director candidates to the Board; makes recommendations on Board and committee structure and function; coordinates the annual review of the Board and committees; and reviews potential conflict transactions between the Company and any affiliated parties, including NRG.

•
Independence:  3 of 3 members

Among other things, the Corporate Governance, Conflicts and Nominating Committee:•
identifies and reviews the qualifications of potential nominees to the Board consistent with criteria approved by the Board, and assesses the contributions and independence of incumbent directors in determining whether to recommend them for re-election;

•
periodically reviews the Guidelines and recommends any changes to the Board;

•
establishes and reviews procedures for the consideration of Board candidates recommended by the Company's stockholders;

•
makes recommendations to the Board concerning the structure, composition, and functioning of the Board and its committees;

•
reviews and assesses the channels through which the Board receives information, and the quality and timeliness of information received;

•
reviews and recommends to the Board retirement and other tenure policies for directors;

•
reviews and approves Company policies applicable to the Board, the directors and officers subject to Section 16 of the Exchange Act;

•
reviews and reports to the Board regarding potential conflicts of interests of directors;

•
recommends to the Board director candidates for the annual meeting of stockholders, and candidates to be elected by the Board as necessary to fill vacancies and newly created directorships;

•
oversees the evaluation of the Board, its committees and management and annually reviews the Company's senior management succession plans;

•
monitors directorships in other public companies held by directors and senior officers of the Company; and

•
reviews and approves potential conflict transactions between the Company and any affiliated parties, including NRG, with respect to acquisitions of assets and other transactions, including, but not limited to, the

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GOVERNANCE OF THE COMPANY 9 ​

evaluation of acquisition opportunities presented to the Company pursuant to the Right of First Offer Agreement, as amended and restated, by and between the Company and NRG, as described in "Certain Relationships and Related Person Transactions—Right of First Offer."

The Board and each of the Committees conduct annual self-evaluations to assess their effectiveness and review their charters. Individual directors are also evaluated by the Board. The Corporate Governance, Conflicts and Nominating Committee coordinates each of these annual evaluations.
Code of Conduct	
Our Board has adopted a Code of Conduct that applies to (a) all of our directors and officers, including our CEO, CFO, Principal Accounting Officer and (b) NRG, as our manager under the Management Services Agreement, and its employees. Our Code of Conduct is available on our website. If we amend or grant a waiver of one or more of the provisions of our Code of Conduct, we intend to satisfy the requirements under Item 5.05 of Form 8-K regarding the disclosure of amendments to or waivers from provisions of our Code of Conduct that apply to our principal executive, financial and accounting officers by posting the required information on our website. Our website is not part of this Proxy Statement.
Anti-hedging and Anti-pledging Policies	
The Company prohibits executive officers, directors and employees from directly or indirectly engaging in any kind

of hedging transaction that could reduce or limit their economic risk with respect to their holdings, ownership or interest in the Company's securities including prepaid variable forward contracts, equity swaps, collars, puts, calls and options. The Company also prohibits executive officers, directors and employees from directly or indirectly engaging in any transaction in which the Company's securities are being pledged.
Communication with Directors	
Stockholders and other interested parties may communicate with the Board by writing to the Corporate Secretary, NRG Yield, Inc., 804 Carnegie Center, Princeton, New Jersey 08540. Communications intended for a specific director or directors should be addressed to their attention to the Corporate Secretary at the address provided above. Communications received from stockholders are forwarded directly to Board members as part of the materials mailed in advance of the next scheduled Board meeting following receipt of the communications. The Board has authorized the Corporate Secretary, in his or her discretion, to forward communications on a more expedited basis if circumstances warrant or to exclude a communication if it is illegal, unduly hostile or threatening, or similarly inappropriate. Advertisements, solicitations for periodical or other subscriptions, and other similar communications generally will not be forwarded to the directors.

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DIRECTOR COMPENSATION 10
Director Compensation
The total annual compensation received by our directors for their service as Board members and chairs of the committees of the Board, if applicable, is described in the chart below.
 	 	 	
COMPENSATION ELEMENT	 	COMPENSATION AMOUNT	
Annual Retainer	 	$160,000	
​	​	​	
Lead Independent Director Retainer	 	$20,000	
​	​	​	
Committee Chair Retainer	 	$15,000	
​	​	​	
Employee Directors	 	No fees	
​	​	​	
The officers of the Company or NRG who also serve as our directors do not receive additional compensation for their service as one of our directors. Our directors who are not officers or employees of the Company or NRG receive compensation as "non-employee directors" as set by our Board based on recommendations by the Compensation Committee.

In the 2016 fiscal year, our non-employee directors received 50 percent of their total annual compensation in the form of cash and the remaining 50 percent in the form of deferred stock units (DSUs) issued under our Amended and Restated 2013 Equity Incentive Plan (LTIP). Each DSU issued in the 2016 fiscal year is equivalent in value to one share of Class C common stock and represents the right to receive one such share of Class C common stock payable at the time elected by the director, or in the event the director does not make an election with respect to payment, when the director ceases to be a member of the Board. In connection with the grants of the DSUs, each non-employee director also receives dividend equivalent rights (DERs) which become exercisable proportionately with the DSUs to which they relate. Each DER represents the right to receive one share of Class C common stock.

In addition, our directors are reimbursed for out-of-pocket expenses in connection with attending meetings of the Board or its Committees. As a general matter, we expect that in the future each non-employee director who is not also an officer of the Company or NRG will receive grants of equity-based awards upon appointment to our Board and from time to time thereafter for so long as he or she serves as a director.

Each member of our Board is indemnified for his or her actions associated with being a director to the fullest extent permitted under Delaware law. In addition, we have entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under Delaware law.

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DIRECTOR COMPENSATION 11 ​
Director Compensation
Fiscal Year Ended December 31, 2016

NAME	 	​
	FEES EARNED OR
PAID IN CASH	 	​	STOCK AWARDS 1	 	​	TOTAL	 	
John F. Chlebowski 2	 	 	—	 	 	$232,723	 	 	$232,723	 	
​	​	​	​	​	​	​	​	​	​	​	
Brian R. Ford 3	 	 	$91,250	 	 	$108,012	 	 	$199,262	 	
​	​	​	​	​	​	​	​	​	​	​	
Ferrell P. McClean 2,3	 	 	—	 	 	$216,022	 	 	$216,022	 	
​	​	​	​	​	​	​	​	​	​	​	

1	 	Reflects the grant date fair value of DSUs awarded and DERs received in 2016 determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation, the full amount of which is recorded as a compensation expense in the income statement for the 2016 fiscal year. For all directors, the grant date fair value of the DSUs that are payable in Class C common stock was based on the closing price of our Class C common stock, which was $15.53 per share of Class C common stock on June 1, 2016. All DSUs held by the directors are payable upon termination of service as a Board member.	
2	 	Mr. Chlebowski and Ms. McClean each elected to receive the cash portion of their director compensation in the form of DSUs that are payable in Class C common stock. Mr. Chlebowski elected to receive his $35,000 compensation for serving as Lead Independent Director and Compensation Committee Chair in the 2016 fiscal year in the form of DSUs that are payable in Class C common stock. Ms. McClean elected to receive her $22,500 compensation for serving as Corporate Governance, Conflicts and Nominating Committee Chair in the first half of 2016 and prospectively from June 2016 to June 2017 in the form of DSUs that are payable in Class C common stock.	
3	 	Each of Mr. Ford and Ms. McClean received (i) $7,500 for their services as committee chairs in the first half of 2016 and (ii) $15,000 prospectively for their services as Committee chairs from June 2016 to June 2017, consistent with our director compensation program.	

 	
The following table sets forth the aggregate number of stock awards (DSUs and DERs) held by each of the non-employee directors as of December 31, 2016.	

 	 	 	 	 	 	 	 	
​	NAME	​	CLASS A STOCK
AWARDS	​	
​	John F. Chlebowski	​	​	11,749	​	​	
​	​	​	​	​	
​	Brian R. Ford	​	​	5,237	​	​	
​	​	​	​	​	
​	Ferrell P. McClean	​	​	10,473	​	​	
​	​	​	​	​	

 	 	 	 	 	 	 	 	
​	NAME	​	CLASS C STOCK
AWARDS	​	
​	John F. Chlebowski	​	​	32,761	​	​	
​	​	​	​	​	
​	Brian R. Ford	​	​	14,613	​	​	
​	​	​	​	​	
​	Ferrell P. McClean	​	​	29,226	​	​	
​	​	​	​	​	

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PROPOSAL NO. 1 ELECTION OF DIRECTORS 12
Proposal No. 1
Election of Directors

Each of the seven nominees for director named in this Proxy Statement has been nominated by the Board upon recommendation of the Corporate Governance, Conflicts and Nominating Committee. In addition, Mr. Chillemi was also recommended as a nominee by the Chairman, Mr. Gutierrez. The persons named as proxies on the proxy card intend to vote the proxies for the election of the nominees listed below to the Board. Proxies cannot be voted for a greater number of persons than the number of nominees named. Each nominee listed below has consented to being named in this Proxy Statement and to serve as a director if elected. The biography for each director includes the specific experience, qualifications, attributes and skills that led the Board to conclude that the nominee should serve as a director. The Board believes that each of the directors has valuable individual skills and experiences that, taken together, provide the Company with the variety and depth of knowledge, judgment and vision necessary to provide effective oversight of the Company.

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PROPOSAL NO. 1 ELECTION OF DIRECTORS 13 ​
Nominees for Director	
The following directors are being nominated for a one-year term, and will be elected annually. Each director will hold office until his or her successor has been elected and qualified or until the director's earlier death, resignation or removal.

MAURICIO GUTIERREZ

​
AGE:  46

•
CHAIRMAN OF THE BOARD	​	Mr. Gutierrez has served as Chairman of the Board since May 2016, and a director since our formation in December 2012. Mr. Gutierrez was our Interim President and Chief Executive Officer from December 2015 to May 2016 and our Executive Vice President and Chief Operating Officer from December 2012 to December 2015. Mr. Gutierrez has also served as President and Chief Executive Officer of NRG since December 2015. Prior to December 2015, Mr. Gutierrez was the Executive Vice President and Chief Operating Officer of NRG from July 2010 to December 2015. Mr. Gutierrez has been with NRG since August 2004 and served in multiple executive positions within NRG including Executive Vice President—Commercial Operations of NRG from January 2009 to July 2010 and Senior Vice President—Commercial Operations of NRG from March 2008 to January 2009. Prior to joining NRG in August 2004, Mr. Gutierrez held various commercial positions within Dynegy, Inc. Mr. Gutierrez's knowledge of the Company's assets, operations and businesses bring important experience and skills to our Board. His extensive energy industry and leadership experience enables Mr. Gutierrez to provide essential guidance to our Board.	

JOHN F. CHLEBOWSKI

​
AGE:  71

•
LEAD INDEPENDENT DIRECTOR

•
COMPENSATION COMMITTEE (CHAIR)

•
CORPORATE GOVERNANCE, CONFLICTS AND NOMINATING COMMITTEE

•
AUDIT COMMITTEE	​	Mr. Chlebowski is our Lead Independent Director and has been a director since July 2013. Mr. Chlebowski served as our Interim Chairman of the Board from December 2015 to May 2016. Mr. Chlebowski had been a director of NRG from December 2003 to July 2013. Mr. Chlebowski served as the President and Chief Executive Officer of Lakeshore Operating Partners, LLC, a bulk liquid distribution firm, from March 2000 until his retirement in December 2004. From July 1999 until March 2000, Mr. Chlebowski was a senior executive and cofounder of Lakeshore Liquids Operating Partners, LLC, a private venture firm in the bulk liquid distribution and logistics business, and from January 1998 until July 1999, he was a private investor and consultant in bulk liquid distribution. From 1994 until 1997, he was the President and Chief Executive Officer of GATX Terminals Corporation, a subsidiary of GATX Corporation. Prior to that, he served as Vice President of Finance and Chief Financial Officer of GATX Corporation from 1986 to 1994. Mr. Chlebowski is a director of First Midwest Bancorp Inc. Mr. Chlebowski also served as the Non-Executive Chairman of SemGroup Corporation from December 2009 until January 2017. Mr. Chlebowski also served as a director of Laidlaw International, Inc. from June 2003 until October 2007, SpectraSite, Inc. from June 2004 until August 2005, and Phosphate Resource Partners Limited Partnership from June 2004 until August 2005. Mr. Chlebowski's extensive leadership and financial expertise, as a result of his position as a former chief executive officer and his service on several boards of companies involved in the restructuring or recovery of their core business, enable him to contribute to the board of directors' significant managerial, strategic, and financial oversight skills. Furthermore, Mr. Chlebowski's service on other public boards, notably as a non-executive Chairman, provides valuable insight into the application of various governance principles to our Board.	

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PROPOSAL NO. 1 ELECTION OF DIRECTORS 14 ​

KIRKLAND B. ANDREWS

​
AGE:  49

•
DIRECTOR	​	Mr. Andrews has served as a director since our formation in December 2012. Mr. Andrews served as our Executive Vice President and Chief Financial Officer from December 2012 to November 2016. Mr. Andrews has served as Executive Vice President and Chief Financial Officer of NRG since September 2011. Prior to joining NRG, he served as Managing Director and Co-Head Investment Banking, Power and Utilities—Americas at Deutsche Bank Securities from June 2009 to September 2011. Prior to this, he served in several capacities at Citigroup Global Markets Inc., including Managing Director, Group Head, North American Power from November 2007 to June 2009, and Head of Power M&A, Mergers and Acquisitions from July 2005 to November 2007. In his banking career, Mr. Andrews led multiple large and innovative strategic, debt, equity and commodities transactions. Mr. Andrews' extensive investment banking experience, specifically in the energy industry and financial structuring, brings important experience and skills to our Board.	

JOHN CHILLEMI

​
AGE:  48

•
DIRECTOR	​	Mr. Chillemi has served as a director since May 2016. Mr. Chillemi has also served as Executive Vice President, National Business Development of NRG since December 2015. In this role, Mr. Chillemi is responsible for all wholesale generation development activities for NRG across the nation. Prior to December 2015, Mr. Chillemi was Senior Vice President and Regional President, West since NRG's acquisition of GenOn Energy, Inc. (GenOn) in December 2012. Mr. Chillemi served as the Regional President in California and the West for GenOn from December 2010 to December 2012, and as President and Vice President of the West at Mirant Corporation from 2007 December 2010. Mr. Chillemi has 30 years of power industry experience, beginning with Georgia Power in 1986. Mr. Chillemi's knowledge of the Company's assets, operations and businesses bring important experience and skills to our Board.	
BRIAN R. FORD

​
AGE:  68

•
AUDIT COMMITTEE (CHAIR)

•
COMPENSATION COMMITTEE

•
CORPORATE GOVERNANCE, CONFLICTS AND NOMINATING COMMITTEE	​	Mr. Ford has served as a director since July 2013. Mr. Ford was the Chief Executive Officer of Washington Philadelphia Partners,  LP, a real estate investment company, from 2008 through 2010. He retired as a partner from Ernst & Young LLP in June 2008 where he had been employed since 1971. Mr. Ford currently serves on the board of various public companies: GulfMark Offshore, Inc., a global provider of marine transportation, since 2009, where he also serves as the chairman of the audit committee and as a member of the governance nominating committee; AmeriGas Propane, Inc., a propane company, since 2013, where he also serves as a member of its audit committee and corporate governance committee; FS Investment Corporation III, a specialty finance company that invests primarily in the debt securities of private U.S. middle-market companies, since 2013, where he also serves as the chairman of the audit committee. He also serves on the board of Drexel University. Mr. Ford received his B.S. in Economics from Rutgers University. Mr. Ford's extensive experience in accounting and public company matters provides strong financial, audit and accounting skills to our Board.	

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PROPOSAL NO. 1 ELECTION OF DIRECTORS 15 ​

FERRELL P. MCCLEAN

​
AGE:  70

•
CORPORATE GOVERNANCE, CONFLICTS AND NOMINATING
COMMITTEE (CHAIR)

•
AUDIT COMMITTEE

•
COMPENSATION COMMITTEE	​	Ms. McClean has served as a director since July 2013. Ms. McClean was a Managing Director and the Senior Advisor to the head of the Global Oil & Gas Group in Investment Banking at J.P. Morgan Chase & Co. from 2000 through the end of 2001. She joined J.P. Morgan & Co. Incorporated in 1969 and founded the Leveraged Buyout and Restructuring Group within the Mergers & Acquisitions Group in 1986. From 1991 until 2000, Ms. McClean was a Managing Director and co-headed the Global Energy Group within the Investment Banking Group at J.P. Morgan & Co. She retired as a director of GrafTech International in 2014, El Paso Corporation in 2012 and Unocal Corporation in 2005. Ms. McClean's experience in investment banking for industrial companies as well as her experience and understanding of financial accounting, finance and disclosure matters enables her to provide essential guidance to our Board and management team.	
CHRISTOPHER S. SOTOS

​
AGE:  45

•
PRESIDENT, CHIEF
EXECUTIVE OFFICER AND
DIRECTOR	​	Mr. Sotos has served as President and Chief Executive Officer since May 2016, and as a director since May 2013. Mr. Sotos has also served in various positions at NRG, including most recently as Executive Vice President—Strategy and Mergers and Acquisitions from February 2016 through May 2016 and Senior Vice President—Strategy and Mergers and Acquisitions from November 2012 through February 2016. In this role, he led NRG's corporate strategy, mergers and acquisitions, strategic alliances and other special projects for NRG. Previously, he served as NRG's Senior Vice President and Treasurer from March 2008 to September 2012, where he was responsible for all treasury functions, including raising capital, valuation, debt administration and cash management. Mr. Sotos joined NRG in 2004 as a Senior Finance Analyst, following more than nine years in key financial roles within the energy sector and other industries for Houston-based companies such as Koch Capital Markets, Entergy Wholesale Operations and Service Corporation International. Mr. Sotos also serves on the board of FuelCell Energy,  Inc. As President and Chief Executive Officer of the Company, Mr. Sotos provides our Board with management's perspective regarding the Company's day to day operations and overall strategic plan. Mr. Sotos also brings strong financial and accounting skills to our Board.	
The Board recommends a vote "FOR" the election to the Board of each of the foregoing nominees. Proxies received by the Board will be voted "FOR" each of the nominees unless a contrary vote is specified.

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PROPOSAL NO. 2 APPROVAL OF THE ANNUAL INCENTIVE PLAN FOR DESIGNATED CORPORATE OFFICERS 16
Proposal No. 2
Approval of the Annual Incentive
Plan for Designated Corporate Officers

The Board has adopted the Annual Incentive Plan for Designated Corporate Officers (AIP). The Board believes that the AIP enhances the Company's ability to attract and retain individuals of exceptional managerial talent. The Board believes that it is in the best interest of the Company to seek stockholder approval with respect to the AIP so that the Company may be eligible to take a tax deduction with respect to certain awards made under the AIP pursuant to Section 162(m) of the Code.

The following is a summary of the material features of the AIP, which is qualified in its entirety by reference to the complete text of the AIP attached to this Proxy Statement as  Appendix A .
Description of the AIP	
Eligible Participants.    The Company's President and CEO and any other officers of the Company or its affiliates selected by the Compensation Committee on or before the 90th day of a performance period are eligible to participate in the AIP. Two employees are currently eligible to be selected by the Compensation Committee to participate in the AIP.

Awards Under the AIP.    The Compensation Committee will establish target cash award levels and performance goals for each performance period, which will be used as the basis for granting awards under the AIP. The AIP's performance periods are 12 consecutive months long, and they coincide with the Company's fiscal year. The Compensation Committee will base the performance goals for a performance period on any one or more of the following performance factors, which will be computed in accordance with accounting principles generally accepted in the United States, when appropriate, and subject to such other special rules and conditions as the Compensation Committee may establish in writing at any time ending on or before the 90th day of the applicable performance period: consolidated pre-tax earnings; net or gross revenues; net earnings; operating income; earnings before interest and taxes; earnings before interest, taxes, depreciation, and amortization; cash flow; return on equity; return on net assets employed; earnings per share; fleet in-market availability; safety criteria; environmental criteria; revenue growth; cash flow from operations; net income, diluted or basic; return on sales; return on assets; earnings

per share from continuing operations, diluted or basic; earnings from continuing operations; net asset turnover; capital expenditures; income from operations; income before income taxes; gross or operating margin; return on total assets; return on invested capital; return on investment; return on revenue; market share; economic value added; cost of capital; expense reduction levels; stock price; productivity; customer satisfaction; employee satisfaction; and total stockholder return for the applicable performance period. For any performance period, performance factors may be determined on an absolute basis or relative to internal goals or relative to levels attained in prior years or related to other entities or indices or as ratios expressing relationships between two or more performance factors, and may be expressed in terms of a progression within a specified range. Performance factors may be in respect of the performance of the Company, any of its subsidiaries or affiliates or any combination thereof on either a consolidated, business unit or divisional level.

The Compensation Committee is responsible for administering the AIP. No later than the 90th day of each performance period, the Compensation Committee will establish the performance goals with respect to certain of the performance criteria listed above for the period. Following the end of each performance period and prior to any award being paid, the Compensation Committee will certify in writing whether or not and the extent to which the performance goals have been met.

The Compensation Committee retains the discretion to reduce or eliminate awards that are otherwise payable under the AIP. In addition, in no event will an award be paid if the performance goals set by the Compensation Committee at the beginning of the applicable performance period are not met.

Since awards payable under the AIP are dependent on the Company's financial and business performance and are discretionary, the awards are currently not determinable.

Clawback.    If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, then any participant who has been paid a bonus under the AIP based upon or affected by the restated financial report shall be required, at

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PROPOSAL NO. 2 APPROVAL OF THE ANNUAL INCENTIVE PLAN FOR DESIGNATED CORPORATE OFFICERS 17 ​

the discretion of the Board, to reimburse the Company for all or any portion of such bonus paid to such participant.

Award Limitation.    No participant will receive an award that exceeds $5,000,000 for any performance period.

Amendment, Term and Termination.    The Compensation Committee may amend the AIP prospectively at any time

for any reason without giving advance notice. In addition, the Compensation Committee may terminate or reduce the benefits payable under the AIP with respect to both individuals receiving benefits and those who may receive benefits in the future.

Unless terminated earlier by the Compensation Committee, the AIP will automatically terminate on January 1, 2027.
Securities Authorized for Issuance under
Equity Compensation Plans as of December 31, 2016	

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))	 	
Equity compensation plans approved by security holders—Class A common stock	 	 	27,459	 	$	—	 	 	—	 	
Equity compensation plans approved by security holders—Class C common stock	 	 	176,452	 	 	—	 	 	1,796,089	 	
Equity compensation plans not approved by security holders	 	 	—	 	 	N/A	 	 	—	 	
​	​	​	​	​	​	​	​	​	​	​	
Total	 	 	203,911	 	$	—	 	 	1,796,089	1	
​	​	​	​	​	​	​	​	​	​	​	

1	 	Consists of 1,796,089 shares of Class A and Class C common stock issuable under the NRG Yield, Inc. Amended and Restated 2013 Equity Incentive Plan. Beginning in May 2015, awards granted and associated dividend equivalent rights will convert to Class C common stock upon vesting.	
The Board recommends, on the advice of the Compensation Committee, a vote "FOR" the approval of the AIP. Proxies received by the Board will be voted "FOR" the approval of the AIP unless a contrary vote is specified.

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PROPOSAL NO. 3 ADVISORY VOTE TO APPROVE NRG YIELD'S EXECUTIVE COMPENSATION 18
Proposal No. 3
Advisory Vote to Approve NRG Yield's Executive
Compensation

Under Section 14A of the Exchange Act, the stockholders of NRG Yield are entitled to vote at this year's Annual Meeting to approve the compensation of the Company's named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K (Regulation S-K) of the rules and regulations under the Securities Act of 1933, as amended (Securities Act).

As described more fully in the CD&A beginning on page 38, the Company's executive compensation program is designed to attract, retain and reward top executive talent. The intent of the Company's compensation program is to reward the achievement of the Company's annual goals and objectives while supporting the Company's long-term business strategy.

This proposal, commonly known as a "say on pay" proposal, gives stockholders the opportunity to express their views on the Company's named executive officers' compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the

named executive officers as described in this Proxy Statement. Accordingly, the Board recommends that stockholders vote in favor of the following resolution:

"RESOLVED, that the compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the CD&A, compensation tables and narrative discussion, is hereby APPROVED."

The say on pay vote is advisory and therefore not binding on the Company, the Board or the Compensation Committee. However, the Board and the Compensation Committee value the opinions of the stockholders and to the extent there is a significant number of votes against the named executive officer compensation as disclosed in this Proxy Statement, stockholders' concerns will be considered and the Board and the Compensation Committee will evaluate actions necessary to address those concerns.

The Board recommends a vote "FOR" the approval of the Company's executive compensation as disclosed in this Proxy Statement. Proxies received by the Board will be voted "FOR" the approval of the Company's named executive officer compensation unless a contrary vote is specified.

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PROPOSAL NO. 4 ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION 19
Proposal No. 4
Advisory Vote on the Frequency of the Advisory
Vote on Executive Compensation

As described in Proposal No. 3, the Company's stockholders are being provided the opportunity to cast an advisory vote to approve the compensation of the Company's named executive officers, that is, the "say on pay" vote. Section 14A of the Exchange Act also affords stockholders the opportunity to cast an advisory vote on how often the Company should include the say on pay vote in its proxy materials for future annual stockholder meetings (or other meetings of stockholders at which directors will be elected). Under this Proposal No. 4, stockholders may elect to have the say on pay vote every one year, two years, or three years, or abstain from the vote.

Although the vote is non-binding, the Board and the Compensation Committee value the opinions of the stockholders and will consider the outcome of the vote when determining the frequency of the say on pay vote.

The Board has determined that an annual say on pay vote is the best approach for the Company and its stockholders because the Board believes that a one-year frequency provides the highest level of accountability and communication by and between the Board and the stockholders. An annual say on pay vote enables stockholders to approve the compensation of the named

executive officers with the most recent executive compensation information presented in the proxy statement for the annual meeting of stockholders. In addition, the Board recognizes the importance of receiving regular, direct input from stockholders on important issues such as the Company's compensation philosophy, policies and practices as disclosed in the proxy statement every year. An annual vote is consistent with Company policies of annually seeking input from, and engaging in discussions with, the stockholders on corporate governance matters and executive compensation philosophy, policies and practices.

For the reasons stated above, the Board recommends a vote for a "one year" frequency for the say on pay vote. Please note that stockholders are not voting to approve or disapprove the best approach determined by the Board with respect to this proposal. Rather, stockholders may cast their vote on their preferred voting frequency by choosing the option of one year, two years, or three years, or abstain from the vote.

Because this is only an advisory vote, the Board may decide that it is in the best interests of the stockholders and the Company to hold the say on pay vote more or less frequently than the option selected by the stockholders.

The Board recommends a vote for the frequency of "ONE YEAR" for the advisory vote on executive compensation. Proxies received by the Board will be voted for the frequency of "ONE YEAR" unless a contrary vote is specified.

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PROPOSAL NO. 5 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2017 FISCAL YEAR 20
Proposal No. 5
Ratification of Independent Registered Public
Accounting Firm for the 2017 Fiscal Year

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the Company's consolidated financial statements. To execute this responsibility, the Audit Committee engages in a thorough annual evaluation of (i) the independent registered public accounting firm's qualifications, performance and independence, (ii) whether the independent registered public accounting firm should be rotated, and (iii) the advisability and potential impact of selecting a different independent registered public accounting firm.

The Audit Committee appointed the firm of KPMG LLP, an independent registered public accounting firm, to audit the consolidated financial statements of the Company and its subsidiaries for the 2017 fiscal year at a meeting held in February. KPMG LLP has been retained as the Company's independent registered public accounting firm continuously since the Company's initial public offering in July 2013. In

accordance with SEC rules and KPMG LLP policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide audit services to the Company. For lead and concurring review audit partners, the maximum number of consecutive years of service in that capacity is five years, and certain of the audit partners rotated from providing the Company's audit services in 2016. The Audit Committee is involved in the selection of KPMG LLP's lead audit partner.

The Audit Committee and the Board believe that the continued retention of KPMG LLP to serve as the Company's independent registered public accounting firm for the 2017 fiscal year is in the best interests of the Company and its stockholders. If the stockholders do not ratify the appointment of KPMG LLP, the Audit Committee will reconsider its selection. Representatives of KPMG LLP are expected to attend the Annual Meeting where they will be available to respond to questions and, if they desire, to make a statement.

The Board recommends a vote "FOR" the ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2017 fiscal year. Proxies received by the Board will be voted "FOR" ratification unless a contrary vote is specified.

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​

EXECUTIVE OFFICERS 21
Executive Officers

Our executive officers are elected by the Board annually to hold office until their successors are elected and qualified. The biographical information for each of the executive officers is provided below.

Christopher S. Sotos
Age 45
President and Chief Executive Officer

For biographical information for Christopher S. Sotos, see "Proposal No. 1—Nominees for Director."

Chad Plotkin
Age 42
Senior Vice President and Chief Financial Officer

Mr. Plotkin has served as Senior Vice President and Chief Financial Officer since November 2016. Prior to this appointment, he served in various roles at NRG, most recently serving as Senior Vice President, Finance and Strategy, of NRG since January 2016. Prior to this, he served in varying capacities at NRG, including as Vice President of Investor Relations of both the Company and NRG from September 2015 to January 2016 and from January 2012 to February 2015 and Vice President of Finance of NRG from February 2015 to September 2015. From October 2007 to January 2012, Mr. Plotkin served in various capacities in the Strategy and Mergers and Acquisitions group of NRG, including as Vice President, beginning in December 2010.

David Callen
Age 45
Vice President and Chief Accounting Officer

Mr. Callen has served as our Vice President and Chief Accounting Officer since March 2015. In this capacity, Mr. Callen is responsible for directing our financial accounting and reporting activities. Mr. Callen also has served as Senior Vice President and Chief Accounting Officer of NRG since February 2016 and Vice President and Chief Accounting Officer from March 2015 to February 2016. Prior to this, Mr. Callen served as NRG's Vice President, Financial Planning & Analysis from November 2010 to March 2015. He previously served as Director, Finance from October 2007 through October 2010, Director, Financial Reporting from February 2006 through October 2007, and Manager, Accounting Research from September 2004 through February 2006. Prior to NRG, Mr. Callen was an auditor for KPMG LLP in both New York City and Tel Aviv Israel from October 1996 through April 2001.

David R. Hill
Age 53
Executive Vice President and General Counsel

Mr. Hill has served as our Executive Vice President and General Counsel since our formation in December 2012. Mr. Hill also has served as Executive Vice President and General Counsel of NRG since September 2012. Prior to joining NRG, Mr. Hill was a partner and co-head of Sidley Austin LLP's global energy practice group. Prior to this, Mr. Hill served as General Counsel of the U.S. Department of Energy (DOE) from August 2005 to January 2009 and, for the three years prior to that, as Deputy General Counsel for Energy Policy of the DOE. Before his federal government service, Mr. Hill was a partner in major law firms in Washington, D.C. and Kansas City, Missouri, and handled a variety of regulatory, litigation and corporate matters.

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VOTING STOCK OWNERSHIP OF DIRECTORS, NAMED EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS 22
Voting Stock Ownership of Directors, Named
Executive Officers and Certain Beneficial Owners

Stock Ownership of Directors and Executive Officers	
The following table sets forth information concerning beneficial ownership of the Company's Class A and Class C common stock and combined voting power of Class A, Class B, Class C and Class D common stock for: (a) each director and the nominees for director; (b) each named executive officer; and (c) the directors and executive officers as a group. The percentage of beneficial ownership is based on 34,586,250 shares of Class A common stock outstanding as of March 3, 2017 and 62,789,804 shares of Class C common stock outstanding as of March 3, 2017, and percentage of combined voting power is based on 78,380,287 votes represented by our outstanding Class A, Class B, Class C and Class D common stock in the aggregate as of March 3, 2017. The percentage of beneficial ownership and the percentage of combined voting power also include any shares that such person has the right to acquire within 60 days of March 3, 2017. Unless otherwise indicated, each person has sole voting and dispositive power with respect the shares set forth in the following table.

The address of the beneficial owners is NRG Yield, Inc., 804 Carnegie Center, Princeton, New Jersey 08540.
 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	​	CLASS A COMMON STOCK	 	​	CLASS C COMMON STOCK	 	COMMON STOCK	
​	​	​	​	​ 	​	​	​	​	​ 	​	​	​	
DIRECTORS AND EXECUTIVE OFFICERS	 	​
	NUMBER1	
 	% OF CLASS A
COMMON
STOCK	 	​
	NUMBER1	
 	% OF CLASS C
COMMON
STOCK	 	% OF COMBINED
VOTING POWER 2	
Mauricio Gutierrez	 	 	6,000	 	★	 	 	6,000	 	★	 	★	
​	​	​	​	​	​	​	​	​	​	​	​	​	
Christopher S. Sotos	 	 	10,400	 	★	 	 	8,758	3	★	 	★	
​	​	​	​	​	​	​	​	​	​	​	​	​	
Chad Plotkin	 	 	2,747	 	★	 	 	4,097	4	★	 	★	
​	​	​	​	​	​	​	​	​	​	​	​	​	
Kirkland B. Andrews	 	 	5,000	 	★	 	 	5,000	 	★	 	★	
​	​	​	​	​	​	​	​	​	​	​	​	​	
John Chillemi	 	 	—	 	★	 	 	—	 	★	 	★	
​	​	​	​	​	​	​	​	​	​	​	​	​	
John F. Chlebowski	 	 	21,930	5	★	 	 	43,256	5	★	 	★	
​	​	​	​	​	​	​	​	​	​	​	​	​	
Ferrell P. McClean	 	 	13,634	6	★	 	 	32,667	6	★	 	★	
​	​	​	​	​	​	​	​	​	​	​	​	​	
Brian R. Ford	 	 	6,316	7	★	 	 	15,832	7	★	 	★	
​	​	​	​	​	​	​	​	​	​	​	​	​	
All Directors and Executive Officers as a group (10 people)	 	 	69,527	8	★	 	 	118,420	8	★	 	★	
​	​	​	​	​	​	​	​	​	​	​	​	​	

★	 	Less than one percent of outstanding Class A common stock, Class C common stock or combined voting power, as applicable.	
1	 	The number of shares beneficially owned by each person or entity is determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, each person or entity is considered the beneficial owner of any: (a) shares to which such person or entity has sole or shared voting power or dispositive power and (b) shares that such person or entity has the right to acquire within 60 days.	
2	 	Represents the voting power of all of the classes of our common stock voting together as a single class. Each holder of Class A or Class B common stock is entitled to one vote for each share held. Each holder of Class C or Class D common stock is entitled to 1/100 th  of one vote for each share held. Holders of shares of our Class A, Class B, Class C and Class D common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise provided by applicable law.	
3	 	Includes 4,500 DERs to be paid in Class C common stock. Excludes 101,654 restricted stock units (RSUs) and 39,375 relative performance stock units (RPSUs).	

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VOTING STOCK OWNERSHIP OF DIRECTORS, NAMED EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS 23 ​
 	 	 	
4	 	Includes 592 DERs to be paid in Class C common stock. Excludes 17,161 RSUs and 11,025 RPSUs.	
5	 	Includes 10,201 DSUs and 1,729 DERs to be paid in Class A common stock and 29,951 DSUs and 3,305 DERs to be paid in Class C common stock, each payable in the event the director ceases to be a member of the Board. Each DSU represents the right of a participant to be paid one share of Class A common stock or Class C common stock, as applicable, at the end of a deferral period established under the award by the Compensation Committee or elected by the participant under the terms of an award and the tax rules applicable to nonqualified deferred compensation plans under Section 409A of the Code. DERs become exercisable proportionately with the DSUs to which they relate. Each DER is the right to receive one share of Class A common stock or Class C common stock, as applicable, under its terms.	
6	 	Includes 9,093 DSUs and 1,541 DERs to be paid in Class A common stock and 26,747 DSUs and 2,920 DERs to be paid in Class C common stock, each payable in the event the director ceases to be a member of the Board.	
7	 	Includes 4,547 DSUs and 769 DERs to be paid in Class A common stock and 13,374 DSUs and 1,458 DERs to be paid in Class C common stock, each payable in the event the director ceases to be a member of the Board.	
8	 	Consists of the total holdings of directors and all executive officers as a group.	

Stock Ownership of Principal Stockholders	
The following table sets forth information for each person known to the Company to own more than five percent of any class of the Company's common stock. The information provided is as of the date of their most recent Schedule 13G or Schedule 13D filing with the SEC. For our stockholders (other than NRG), percentage of beneficial ownership is based on 34,586,250 shares of Class A common stock outstanding as of March 3, 2017 and 62,789,804 shares of Class C common stock outstanding as of March 3, 2017, and percentage of combined voting power is based on 78,380,287 votes represented by our outstanding Class A, Class B, Class C and Class D common stock in the aggregate as of March 3, 2017. For NRG, who is the sole beneficial owner of our Class B and Class D common stock, percentage of beneficial ownership is based on 34,586,250 shares of Class A common stock outstanding as of March 3, 2017 and 62,789,804 shares of Class C common stock outstanding as of March 3, 2017, plus any shares exchangeable into Class A or Class C common stock within 60 days of March 3, 2017, and percentage of combined voting power is based on 78,380,287 votes represented by our outstanding Class A, Class B, Class C and Class D common stock in the aggregate as of March 3, 2017. Unless otherwise indicated, each person has sole voting and dispositive power with respect the shares set forth in the following table. For further information regarding material transactions between us and NRG, see "Certain Relationships and Related Person Transactions."
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	​	CLASS A COMMON STOCK	 	​	CLASS C COMMON STOCK	 	​
	COMMON STOCK	 	
​	​	​	​	​ 	​	​	​	​	​	​ 	​	​	​	​	​	​	
NAME OF BENEFICIAL OWNER	 	​
	NUMBER1	
 	​

	% OF CLASS A
COMMON
STOCK	 	​
	NUMBER1	
 	​

	% OF CLASS C
COMMON
STOCK	 	​
	% OF COMBINED
VOTING POWER 2	 	
NRG Energy, Inc.	 	 	42,378,750	3	 	55.3	%	 	42,378,750	3	 	40.5	%	 	55.1%	4	
804 Carnegie Center
Princeton, New Jersey 08540	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Massachusetts Financial Services Company	 	 	3,198,777	5	 	9.3	%	 	—	 	 	—	 	 	4.1	%	
11 Huntington Avenue
Boston, Massachusetts 02199	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
The Vanguard Group	 	 	2,797,550	6	 	8.1	%	 	5,534,365	6	 	8.8	%	 	3.6	%	
100 Vanguard Blvd.
Malvern, Pennsylvania, 19355	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
BlackRock, Inc.	 	 	2,619,471	7	 	7.6	%	 	4,129,591	7	 	6.6	%	 	3.4	%	
55 East 52nd Street,
New York, New York 10022	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Salient Capital Advisors, LLC	 	 	2,141,001	8	 	6.2	%	 	—	 	 	—	 	 	2.7	%	
4265 San Felipe, 8 th  Floor
Houston, Texas 77027	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Morgan Stanley	 	 	1,828,361	9	 	5.3	%	 	8,435,826	9	 	13.4	%	 	2.4	%	
1585 Broadway
New York, New York 10036	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	

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VOTING STOCK OWNERSHIP OF DIRECTORS, NAMED EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS 24 ​
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	​	CLASS A COMMON STOCK	 	​	CLASS C COMMON STOCK	 	​
	COMMON STOCK	 	
​	​	​	​	​ 	​	​	​	​	​	​ 	​	​	​	​	​	​	
NAME OF BENEFICIAL OWNER	 	​
	NUMBER1	
 	​

	% OF CLASS A
COMMON
STOCK	 	​
	NUMBER1	
 	​

	% OF CLASS C
COMMON
STOCK	 	​
	% OF COMBINED
VOTING POWER 2	 	
Salient MLP & Energy Infrastructure Fund	 	 	1,758,161	10	 	5.1	%	 	—	 	 	—	 	 	2.2	%	
4265 San Felipe, 8 th  Floor
Houston, Texas 77027	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
The Bank of New York Mellon Corporation	 	 	—	 	 	—	 	 	5,397,313	11	 	8.6	%	 	★	 	
225 Liberty Street
New York, New York 10286	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
FMR LLC	 	 	488,823	12	 	1.4	%	 	4,030,207	12	 	6.4	%	 	★	 	
245 Summer Street,
Boston, Massachusetts 02210	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	

★	 	Less than one percent of outstanding Class A common stock, Class C common stock or combined voting power, as applicable.	
1	 	The number of shares beneficially owned by each person or entity is determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, each person or entity is considered the beneficial owner of any: (a) shares to which such person or entity has sole or shared voting power or dispositive power and (b) shares that such person or entity has the right to acquire within 60 days.	
2	 	Represents the voting power of all of the classes of our common stock voting together as a single class. Each holder of Class A or Class B common stock is entitled to one vote for each share held. Each holder of Class C or Class D common stock is entitled to 1/100th of one vote for each share held. Holders of shares of our Class A, Class B, Class C and Class D common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise provided by applicable law.	
3	 	Based upon information set forth in the Schedule 13D/A filed on June 4, 2015 by NRG. Consists entirely of Class B units and Class D units of NRG Yield LLC (Yield LLC). The Class B units of Yield LLC are exchangeable for shares of our Class A common stock at any time and the Class D units are exchangeable for shares of our Class C common stock at any time. As a result, NRG may be deemed to beneficially own the shares of Class A common stock or Class C common stock for which such Class B units or Class D units of Yield LLC, as applicable, are exchangeable. NRG may exchange Class B units of Yield LLC for shares of our Class A common stock and Class D units of Yield LLC for shares of our Class C common stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications in accordance with the terms of the amended and restated exchange agreement, dated May 14, 2015, between us and NRG; provided, however, upon any exchange of Class B units of Yield LLC for shares of our Class A common stock or Class D units of Yield LLC for shares of our Class C common stock, a corresponding number of shares of Class B common stock or Class D common stock, as applicable, are extinguished. For additional information, See "Certain Relationships and Related Person Transactions—Third Amended and Restated Limited Liability Company Agreement of Yield LLC" and "Certain Relationships and Related Person Transactions—Exchange Agreement."	
4	 	NRG holds 42,738,750 shares of our Class B common stock and 42,738,750 shares of our Class D common stock. Each holder of Class B common stock is entitled to one vote per share of Class B common stock. Each holder of our Class D common stock is entitled 1/100 th  of one vote per share of Class D common stock.
 	
5	 	Based upon information set forth in the Schedule 13G/A filed on February 13, 2017 by Massachusetts Financial Services Company (MFS). MFS has sole voting power over 3,180,052 Class A shares and sole dispositive power over 3,198,777 Class A shares.	
6	 	Based upon information set forth in the Schedules 13G/A filed on February 10, 2017 by The Vanguard Group (Vanguard). With respect to the Class A shares, Vanguard has sole voting power over 42,498 Class A shares, shared voting power over 1,500 Class A shares, sole dispositive power over 2,755,552 Class A shares, and shared dispositive power over 41,998 Class A shares. With respect to the Class C shares, Vanguard has sole voting power over 74,864 Class C shares, shared voting power over 7,900 Class C shares, sole dispositive power over 5,454,956 Class C shares and shared dispositive power over 79,409 Class C shares. Vanguard Fiduciary Trust Company (VFTC), a wholly-owned subsidiary of Vanguard, is the beneficial owner of 40,498 Class A shares and 71,509 Class C shares as a result of VFTC serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd. (VIA), a wholly-owned subsidiary of Vanguard, is the beneficial owner of 3,500 Class A shares and 11,255 Class C shares as a result of VIA serving as investment manager of Australian investment offerings.	
7	 	Based upon information set forth in the Schedules 13G/A filed on January 25, 2017 by BlackRock, Inc. (BlackRock). With respect to the Class A shares, BlackRock has sole voting power over 2,542,402 Class A shares and sole dispositive power over 2,619,471 Class A shares. With respect to the Class C shares, BlackRock has sole voting power over 4,001,482 Class C shares and sole dispositive power over 4,129,591 Class C shares.	
8	 	Based upon information set forth in the Schedule 13G filed on January 27, 2017 by Salient Capital Advisors, LLC (Salient). Salient has sole voting power and dispositive power over 2,141,001 Class A shares.	
9	 	Based upon information set forth in the Schedule 13G filed on February 17, 2015 and Schedule 13G/A filed on February 13, 2017 by Morgan Stanley and Morgan Stanley Smith Barney LLC. With respect to the Class A shares, Morgan Stanley has sole voting power over 1,492,155 Class A shares. Morgan Stanley has shared voting power over 231,384 Class A shares and shared dispositive power over 1,596,978 Class A shares. With respect to the Class C shares, Morgan Stanley has sole voting power over 32,690 Class C shares, shared voting power over 7,828,800 Class C shares and shared dispositive power over 6,872,053 Class C Shares. The shares being reported on by Morgan Stanley as A Parent Holding Company are owned, or may be deemed to be beneficially owned, by Morgan Stanley Smith Barney LLC, a broker dealer registered under Section 15 of the Exchange Act.	
10	 	Based upon information set forth in the Schedule 13G filed on January 27, 2017 by Salient MLP & Energy Infrastructure Fund (Salient MLP). Salient MLP has sole voting and dispositive power over 1,758,161 Class A Shares.	
11	 	Based upon information set forth in the Schedule 13G/A filed on February 3, 2017 by The Bank of New York Mellon Corporation (BNY Mellon). BNY Mellon has sole voting power over 5,303,910 Class C shares and sole dispositive power over 5,369,625 Class C shares. BNY Mellon has shared voting power over 10,690 Class C shares and shared dispositive power over 27,688 Class C shares.	

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VOTING STOCK OWNERSHIP OF DIRECTORS, NAMED EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS 25 ​
 	 	 	
12	 	Based upon information set forth in the Schedule 13G/A filed on June 10, 2015 and Schedule 13G/A filed on February 14, 2017 by FMR LLC (FMR). With respect to the Class A shares, FMR has shared dispositive power over 488,823 Class A shares. With respect to the Class C shares, FMR has sole voting power over 532,610 Class C shares and sole dispositive power over 4,030,207 Class C shares. Edward C. Johnson 3d is a Director and the Chairman of FMR and Abigail P. Johnson is a Director, the Vice Chairman, the Chief Executive Officer and the President of FMR. Members of the family of Edward C. Johnson 3d, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR, representing 49% of the voting power of FMR. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR. Neither FMR nor Edward C. Johnson 3d nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act of 1940 (Fidelity Funds) advised by Fidelity Management & Research Company, a wholly owned subsidiary of FMR, which power resides with the Fidelity Funds' Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares underwritten guidelines established by the Fidelity Funds' Boards of Trustees.	

Director and Executive Officer Ownership of NRG Common Stock	
NRG holds in the aggregate 55.1% of the voting interest in the Company through its ownership of our Class B common stock and Class D common stock. As a result, the following table sets forth information concerning beneficial ownership of NRG's common stock as of March 3, 2017, for: (a) each Company director and the nominees for director; (b) each Company named executive officer; and (c) the Company directors and executive officers as a group. Percentage of beneficial ownership is based on 316,072,505 shares of NRG common stock outstanding as of March 3, 2017 plus shares that such person has the right to acquire within 60 days of March 3, 2017. Unless otherwise indicated, each person has the sole voting and dispositive power with respect to the shares of NRG common stock set forth in the following table.

The address of the beneficial owners is NRG Yield, Inc., 804 Carnegie Center, Princeton, New Jersey 08540.
 	 	 	 	 	 	
NAME OF BENEFICIAL OWNER	 	​
	COMMON
STOCK 1	 	% OF COMMON
STOCK	
Mauricio Gutierrez	 	 	162,742	2	★	
​	​	​	​	​	​	
Christopher S. Sotos	 	 	36,443	 	★	
​	​	​	​	​	​	
Chad Plotkin	 	 	15,740	 	★	
​	​	​	​	​	​	
Kirkland B. Andrews	 	 	155,923	3	★	
​	​	​	​	​	​	
John Chillemi	 	 	14,979	4	★	
​	​	​	​	​	​	
John F. Chlebowski	 	 	—	 	★	
​	​	​	​	​	​	
Ferrell P. McClean	 	 	—	 	★	
​	​	​	​	​	​	
Brian R. Ford	 	 	700	 	★	
​	​	​	​	​	​	
All Directors and Executive Officers as a group (10 people)	 	 	428,143	5	★	
​	​	​	​	​	​	

★	 	Less than one percent of the outstanding common stock of NRG.	
1	 	The number of shares beneficially owned by each person or entity is determined under the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, each person or entity is considered the beneficial owner of any: (a) shares to which such person or entity has sole or shared voting power or dispositive power and (b) shares that such person or entity has the right to acquire within 60 days through the exercise of stock options or similar rights.
 	
2	 	Includes 10,975 dividend equivalent rights (DERs). Excludes 292,527 restricted stock units (RSUs), 220,140 relative performance stock units (RPSUs) and 246,050 market stock units (MSUs). DERs become exercisable proportionately with the deferred stock units (DSUs) or RSUs to which they relate. Each DER is the right to receive one share of NRG common stock and becomes exercisable proportionately with the DSUs, RSUs or RPSUs to which they relate. Each RSU represents the right to receive one share of NRG common stock upon vesting. Each RPSU represents the potential to receive NRG common stock based upon NRG achieving a certain level of total shareholder return relative to NRG's peer group over a three-year performance period. Each MSU represents the potential to receive NRG common stock after the completion of three years of service from the date of grant based on absolute NRG stock price change (plus dividends) versus the baseline.	
3	 	Includes 4,191 DERs. Excludes 80,410 RSUs, 55,777 RPSUs and 75,249 MSUs.	
4	 	Includes 2,293 DERs. Excludes 54,005 RSUs, 41,207 RPSUs and 45,645 MSUs.	
5	 	Consists of the total holdings of directors and all executive officers as a group.	

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 26
Certain Relationships and Related
Person Transactions

Relationship with NRG	
NRG formed the Company to own and operate a portfolio of contracted generation assets and thermal infrastructure assets that have historically been owned and/or operated by NRG and its subsidiaries.

On May 14, 2015, we completed a stock split in connection with which each outstanding share of Class A common stock was split into one share of Class A common stock and one share of Class C common stock, and each outstanding share of Class B common stock was split into one share of Class B common stock and one share of Class D common stock (Recapitalization). NRG, through its ownership of our Class B common stock and our Class D common stock, holds, in the aggregate, 55.1% of the voting interest in our stock and receives distributions from NRG Yield LLC (Yield LLC) through its ownership of Class B and Class D units of Yield LLC. Holders of our Class A common stock and Class C common stock hold, in the aggregate, the remaining 44.9% of the voting interest in our stock. Each holder of Class A or Class B common stock is entitled to one vote for each share held. Each holder of Class C or Class D common stock is entitled to 1/100th of one vote for each share held. The holders of our outstanding shares of Class A and Class C common stock are entitled to dividends as declared.

The diagram below depicts our organizational structure as of March 3, 2017. Yield LLC indirectly holds the equity interests in our project companies.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 27 ​
Management Services Agreement	
In connection with our initial public offering in 2013, we entered into a Management Services Agreement (Management Services Agreement) with NRG pursuant to which NRG has agreed to provide or arrange for other service providers to provide management and administration services to us. Under the Management Services Agreement, we pay a base management fee and we reimburse NRG for certain expenses as described below. For the year ended December 31, 2016, we incurred a total of approximately $10 million in management fees and reimbursement for expenses under the Management Services Agreement.

The following is a summary of certain provisions of the Management Services Agreement and is qualified in its entirety by reference to all of the provisions of such agreement.
SERVICES RENDERED	
Under the Management Services Agreement, NRG or certain of its affiliates provide or arrange for the provision by an appropriate service provider of the following services:•
causing or supervising the carrying out of all day-to-day management, secretarial, accounting, banking, treasury, administrative, liaison, representative, regulatory and reporting functions and obligations;

•
establishing and maintaining or supervising the establishment and maintenance of books and records;

•
identifying, evaluating and recommending to us acquisitions or dispositions from time-to-time and, where requested to do so, assisting in negotiating the terms of such acquisitions or dispositions;

•
recommending and, where requested to do so, assisting in the raising of funds whether by way of debt, equity or otherwise, including the preparation, review or distribution of any prospectus or offering memorandum in respect thereof and assisting with communications support in connection therewith;

•
recommending to us suitable candidates to serve on our Board or their equivalents of our subsidiaries;

•
making recommendations with respect to the exercise of any voting rights to which we are entitled in respect of our subsidiaries;

•
making recommendations with respect to the payment of dividends by us or any other distributions by us, including distributions to holders of our common stock;

•
monitoring and/or oversight of the applicable accountants, legal counsel and other accounting, financial or legal advisors and technical, commercial, marketing and other independent experts, and managing litigation in which we are sued or commencing litigation after consulting with, and subject to the approval of, the relevant board of directors or its equivalent;

•
attending to all matters necessary for any reorganization, bankruptcy proceedings, dissolution or winding up

involving us, subject to approval by the relevant board of directors or its equivalent;•
supervising the timely calculation and payment of taxes payable, and the filing of all tax returns;

•
causing our annual combined financial statements and quarterly interim financial statements to be: (a) prepared in accordance with generally accepted accounting principles or other applicable accounting principles for review and audit at least to such extent and with such frequency as may be required by law or regulation; and (b) submitted to the relevant board of directors or its equivalent for its prior approval;

•
making recommendations in relation to and effecting the entry into insurance policies covering our assets, together with other insurances against other risks, including directors and officers insurance as the relevant service provider and the relevant board of directors or its equivalent may from time to time agree;

•
arranging for individuals to carry out the functions of principal executive, accounting and financial officers for purposes of applicable securities laws;

•
providing individuals to act as senior officers as agreed from time-to-time, subject to the approval of the relevant board of directors or its equivalent;

•
advising us regarding the maintenance of compliance with applicable laws and other obligations; and

•
providing all such other services as may from time-to-time be agreed by the parties that are reasonably related to our day-to-day operations.

These activities will be subject to the supervision of our Board and the board of directors of each of our subsidiaries or their equivalent, as applicable.
MANAGEMENT FEE	
Pursuant to the Management Services Agreement, we pay a base management fee of approximately $1.875 million per quarter. The base management fee is adjusted for inflation annually at an inflation factor based on year-over-year Consumer Price Index. The base management fee is also increased in connection with our completion of future acquisitions (including any NRG ROFO Assets described below in "—Right of First Offer") by an amount equal to 0.05% of the enterprise value of the acquired assets as of the acquisition closing date. The base management fee is subject to adjustments following the consummation of future acquisitions and as a result of a change in the scope of services provided under the Management Services Agreement.

We may amend the scope of the services to be provided by NRG under the Management Services Agreement, including reducing the number of our subsidiaries that receive services or otherwise, by providing 180 days' prior written notice to NRG; provided that the services to be provided by NRG under the Management Services Agreement cannot be increased without NRG's prior written consent. Furthermore, we and NRG must consent to any

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 28 ​

related change in the base management fee resulting from a change in the scope of services. If the parties are unable to agree on a revised base management fee, we may terminate the agreement after the end of such 180-day period by providing 30 days' prior written notice to NRG; provided, that any decision by us to terminate the Management Services Agreement in such an event must be approved by a majority of our independent directors.
REIMBURSEMENT OF EXPENSES AND CERTAIN TAXES	
We also reimburse NRG for any out-of-pocket fees, costs and expenses incurred in the provision of the management and administration services. However, we are not required to reimburse NRG for the salaries and other remuneration of its management, personnel or support staff who carry out any services or functions for us or overhead for such persons. We are required to pay NRG all other out-of-pocket fees, costs and expenses incurred in connection with the provision of the services including those of any third party and to reimburse NRG for any such fees, costs and expenses.

In addition, we are required to pay all fees, expenses and costs incurred in connection with the investigation, acquisition, holding or disposal of any acquisition that is made or that is proposed to be made by us. Where the acquisition or proposed acquisition involves a joint acquisition that is made alongside one or more other persons, NRG will be required to allocate such fees, costs and expenses in proportion to the notional amount of the acquisition made (or that would have been made in the case of an unconsummated acquisition) among all joint investors. Such additional fees, expenses and costs represent out-of-pocket costs associated with investment activities that will be undertaken pursuant to the Management Services Agreement.

We are also required to pay or reimburse NRG for all sales, use, value added, withholding or other taxes or customs duties or other governmental charges levied or imposed by reason of the Management Services Agreement or any agreement it contemplates, other than income taxes, corporation taxes, capital gains taxes or other similar taxes payable by NRG, which are personal to NRG.
TERMINATION	
The Management Services Agreement does not have a fixed term. However, we will be able to terminate the Management Services Agreement upon 30 days' prior written notice, and NRG will be able to terminate the Management Services Agreement upon 180 days' prior written notice, if (a) the other party defaults in its obligations resulting in material harm and remaining unremedied for 30 days after notice of breach is given; (b) the other party engages in fraud, misappropriation or the like resulting in material harm; or (c) certain events occur relating to the bankruptcy or insolvency of the other

party. Except as set forth above in "—Management Fee," we do not have a right to terminate for any other reason, including if NRG experiences a change of control. We will only be able to terminate the Management Services Agreement with the prior unanimous approval of our independent directors. The Management Services Agreement expressly provides that the agreement may not be terminated by us due solely to the poor performance or the underperformance of any of our operations.
INDEMNIFICATION AND LIMITATIONS ON LIABILITY	
Under the Management Services Agreement, NRG does not assume any responsibility other than to provide or arrange for the provision of the services called for thereunder in good faith and is not responsible for any action that we take in following or declining to follow the advice or recommendations of NRG. The maximum amount of the aggregate liability of NRG or any of its affiliates or agents will be equal to the base management fee previously paid by us in the two most recent calendar years pursuant to the Management Services Agreement. We have also agreed to indemnify each of NRG and its affiliates or agents to the fullest extent permitted by law from and against any losses incurred by an indemnified person or threatened in connection with our respective businesses, investments and activities or related to the Management Services Agreement or the services provided by NRG, subject to certain exceptions. In addition, under the Management Services Agreement, the indemnified persons will not be liable to us to the fullest extent permitted by law, subject to certain exceptions.
OUTSIDE ACTIVITIES	
The Management Services Agreement does not prohibit NRG or its affiliates from pursuing other business activities or providing services to third parties that compete directly or indirectly with us.
Right of First Offer	
We have entered into a Second Amended and Restated Right of First Offer Agreement, dated as of February 24, 2017 (ROFO Agreement) with NRG. Under the ROFO Agreement, NRG has granted us and our affiliates a right of first offer on any proposed sale, transfer or other disposition of certain assets of NRG listed in the table below until February 24, 2022. The ROFO Agreement also expanded the NRG ROFO pipeline with the addition of 234 net MW of utility-scale solar projects, consisting of Buckthorn, a 154 net MW solar facility in Texas, and Hawaii solar projects, which have a combined capacity of 80 net MW. In addition to the assets described in the table below, which reflects the remaining assets subject to sale, the ROFO Agreement also provides us with a right of first offer with respect to up to $250 million of equity in one or more distributed solar generation portfolios developed by

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 29 ​

affiliates of NRG (together with the assets listed in the table below, the NRG ROFO Assets).
 	 	 	 	 	 	 	
ASSET	 	FUEL TYPE	 	RATED
CAPACITY (MW) a	 	COD	
Ivanpahb	 	Solar	 	193	 	2013	
Agua Calientec	 	Solar	 	148	 	2014	
Buckthorn	 	Solar	 	154	 	2018	
Hawaii	 	Solar	 	80	 	2019	
Carlsbad	 	Conventional	 	527	 	2018	
Puente/Mandalay	 	Conventional	 	262	 	2020	
Wind TE Holdcod:	 	 	 	 	 	 	
Elkhorn Ridge	 	Wind	 	13	 	2009	
San Juan Mesa	 	Wind	 	22	 	2005	
Wildorado	 	Wind	 	40	 	2007	
Crosswinds	 	Wind	 	5	 	2007	
Forward	 	Wind	 	7	 	2008	
Hardin	 	Wind	 	4	 	2007	
Odin	 	Wind	 	5	 	2007	
Sleeping Bear	 	Wind	 	24	 	2007	
Spanish Fork	 	Wind	 	5	 	2008	
Goat Wind	 	Wind	 	37	 	2008/2009	
Lookout	 	Wind	 	9	 	2008	
Elbow Creek	 	Wind	 	30	 	2008	
Community	 	Wind	 	30	 	2011	
Jeffers	 	Wind	 	50	 	2008	
Minnesota Portfolio e	 	Wind	 	40	 	2003/2006	
​	​	​	​	​	​	​	

a	 	Represents the maximum, or rated, electricity generating capacity of the facility in MW multiplied by NRG's percentage ownership interest in the facility as of December 31, 2016.	
b	 	Represents 49.95% of NRG's 50.01% ownership interest in Ivanpah. Following a sale of this 49.95% interest, the remaining 50.05% of Ivanpah would be owned by NRG, Google Inc. and BrightSource Energy Inc.	
c	 	Represents NRG's 51% ownership interest in Agua Caliente. The remaining 49% of Agua Caliente is owned by BHE AC Holdings, LLC. As further described below, the Company has entered into an agreement with NRG to acquire 16% of Agua Caliente.	
d	 	Represents NRG's remaining 25% of the Class B interests of NRG Wind TE Holdco. The Company acquired 75% of the Class B interests in November 2015. A tax equity investor owns the Class A interests in NRG Wind TE Holdco.	
e	 	Includes Bingham Lake, Eastridge, and Westridge projects.	
Prior to engaging in any negotiation regarding any disposition, sale or other transfer of any of the remaining NRG ROFO Assets, NRG will deliver a written notice to us setting forth the material terms and conditions of the proposed transaction. During the 30-day period after the delivery of such notice, we will negotiate with NRG in good faith to reach an agreement on the transaction. If the parties do not reach an agreement within such 30-day period, NRG will be able within the next 180 calendar days to sell, transfer, dispose or recontract such NRG ROFO Asset to a third party (or to agree in writing to undertake such transaction with a third party) on terms generally no less favorable to NRG than those offered pursuant to the written notice.

Under the ROFO Agreement, NRG is not obligated to sell the remaining NRG ROFO Assets. In addition, any offer to sell under the ROFO Agreement will be subject to an

inherent conflict of interest because the same professionals within NRG's organization that are involved in acquisitions that are suitable for us have responsibilities within NRG's broader asset management business. Notwithstanding the significance of the services to be rendered by NRG or its designated affiliates on our behalf or of the assets which we may elect to acquire from NRG in accordance with the terms of the ROFO Agreement or otherwise, NRG does not owe fiduciary duties to us or our stockholders. Any material transaction with NRG (including the proposed acquisition of any NRG ROFO Asset) will be subject to our related person transaction policy, which will require prior approval of such transaction by our Corporate Governance, Conflicts and Nominating Committee. Those of our executive officers who have economic interests in NRG may be conflicted when advising our Corporate Governance, Conflicts and Nominating Committee or otherwise participating in the negotiation or approval of such transactions.
Purchase of NRG ROFO Assets	
On February 24, 2017, the Company and NRG entered into a definitive agreement regarding the acquisition of the following facilities: (i) a 16% interest (approximately 31% of NRG's 51% interest) in the Agua Caliente solar farm, one of the NRG ROFO Assets, representing ownership of approximately 46 net MW of capacity. Agua Caliente is located in Yuma County, AZ and sells power subject to a 25-year Power Purchase Agreement (PPA) with Pacific Gas and Electric, with 22 years remaining on that contract; and (ii) NRG's 50% interests in seven utility-scale solar farms located in Utah representing 265 net MW of capacity, based on cash to be distributed, that were part of NRG's recent acquisition of projects from SunEdison. The Utah assets achieved commercial operations in 2016, sell power subject to 20-year PPAs with PacifiCorp, a subsidiary of Berkshire Hathaway and are part of a tax equity structure with Dominion Solar Projects III, Inc. (Dominion) from which NRG currently receives 50% of cash to be distributed. The Company expects to pay total cash consideration of $130 million for the transaction, excluding adjustments for working capital and assume non-recourse project debt of approximately $328 million, which will be consolidated, as well as its pro-rata share of non-recourse project level debt of $136 million.

On September 1, 2016, our operating subsidiary, NRG Yield Operating LLC (Yield Operating LLC) acquired the remaining 51.05% interest of CVSR Holdco LLC (CVSR), which indirectly owns the CVSR solar facility through its ownership of High Plains Ranch II, LLC, from NRG Solar CVSR Holdings 2 LLC (NRG Solar CVSR), a wholly-owned subsidiary of NRG (CVSR Drop Down Transaction).

In connection with the CVSR Drop Down Transaction, Yield Operating LLC paid a total purchase price of $78.5 million in cash consideration, plus an immaterial working capital adjustment. Yield Operating LLC also assumed additional debt of $496 million as of the closing date. The cash purchase price was funded with cash on hand.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 30 ​

The terms of the CVSR Drop Down Transaction were unanimously approved by the independent members of the Board, which retained independent legal and financial advisors to assist in evaluating and negotiating the CVSR Drop Down Transaction. In approving the CVSR Drop Down Transaction, the independent members of the Board based their decisions in part on an opinion from their independent financial advisor.
Partnerships with NRG	

NRG DGPV HOLDCO 1 LLC	
On May 8, 2015, NRG Yield DGPV Holding LLC, our wholly-owned subsidiary, and NRG entered into a partnership by forming NRG DGPV Holdco 1 LLC (DGPV Holdco 1), the purpose of which is to own or purchase solar power generation projects and other ancillary related assets from NRG Renew LLC or its subsidiaries, via intermediate funds, including: (i) a tax equity-financed portfolio of 10 recently completed community solar projects representing approximately 8 MW with a weighted average remaining PPA term of 19 years; and (ii) a tax equity-financed portfolio of approximately 12 commercial photovoltaic systems representing approximately 37 MW with a weighted average remaining PPA term of 18 years; and (iii) a tax equity-financed portfolio of approximately 3 commercial photovoltaic systems representing approximately 1 MW with a weighted average remaining PPA term of 20 years. All of these investments relate to the Company's $100 million commitment to distributed solar projects in partnership with NRG.

The Company's maximum exposure to loss is limited to its equity investment, which was $75 million as of December 31, 2016.
NRG DGPV HOLDCO 2 LLC	
On February 29, 2016, NRG Yield DGPV Holding LLC, our wholly-owned subsidiary, and NRG entered into a partnership by forming NRG DGPV Holdco 2 LLC (DGPV Holdco 2), to own or purchase solar power generation projects as well as other ancillary related assets from NRG

Renew LLC or its subsidiaries, via intermediate funds including: (i) a tax equity-financed portfolio of 18 projects representing approximately 28 MW with a weighted average remaining PPA term of 21 years; and (ii) a tax equity-financed portfolio of 21 projects representing approximately 18 MW with a weighted average remaining PPA term of 20 years. Under this partnership, the Company committed to fund up to $50 million of capital. For the year ended December 31, 2016, our investment in DGPV Holdco 2 was $24 million, of which $14 million remained payable at December 31, 2016.
NRG RPV HOLDCO 1 LLC	
On April 9, 2015, NRG Yield RPV Holding LLC, our wholly-owned subsidiary, and NRG Residential Solar Solutions LLC, a subsidiary of NRG, entered into a partnership by forming NRG RPV Holdco 1 LLC (RPV Holdco), that holds operating portfolios of residential solar assets developed by NRG Home Solar, a subsidiary of NRG, including: (i) an existing, unlevered portfolio of over 2,000 leases across nine states representing approximately 15 MW with a weighted average remaining lease term of approximately 19 years that was acquired outside the partnership; and (ii) a tax equity-financed portfolios of approximately 5,400 leases representing approximately 31 MW, with an average lease term for the existing and new leases of approximately 19 years.

In addition to the acquisition of the unlevered portfolio of leases, the Company had previously committed to fund up to $150 million of capital to invest in the tax equity financed portfolio, which was reduced to $100 million in February 2016. On August 5, 2016, the Company and NRG amended the RPV Holdco partnership to further reduce that capital commitment of $100 million to $60 million in connection with NRG's change in business model approach in the residential solar business. As of December 31, 2016, the Company had contributed $59 million of this amount.

The Company's maximum exposure to loss is limited to its equity investment, which was $71 million as of December 31, 2016.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 31 ​
Operations and Maintenance Agreements	
Affiliates of NRG provide day-to-day operational and management support to certain of our project-level entities in accordance with operations and maintenance (O&M) agreements. The O&M agreements for which the amount involved exceeded $120,000 during fiscal year 2016 are described in the table below. Under these O&M agreements, we generally pay an annual or monthly fee, which may be subject to annual adjustment, plus any reimbursable expenses. Each of the counterparties to the O&M agreements is an indirect wholly-owned subsidiary of NRG.
 	 	 	 	 	 	 	
PROJECT	 	AGREEMENT DESCRIPTION	 	​

	APPROXIMATE
AMOUNT
INVOLVED	 	
Conventional	 	 	 	 	 	 	
​	​	​	​	​	​	​	
GenConn Devon	 	O&M Agreement, dated April 24, 2009	 	$	2,900,000	 	
​	​	​	​	​	​	​	
GenConn Middletown	 	O&M Agreement, dated April 24, 2009	 	$	2,500,000	 	
​	​	​	​	​	​	​	
El Segundo Energy Center	 	O&M Management Agreement, dated March 31, 2011	 	$	4,200,000	 	
​	​	​	​	​	​	​	
Walnut Creek	 	O&M Agreement, dated July 1, 2011	 	$	3,100,000	 	
​	​	​	​	​	​	​	
Thermal	 	 	 	 	 	 	
​	​	​	​	​	​	​	
NRG Energy Center Dover	 	Plant O&M Agreement, dated October 1, 2014	 	$	2,200,000	 	
​	​	​	​	​	​	​	
NRG Energy Center Harrisburg	 	Plant O&M Agreement, dated October 1, 2014	 	$	3,200,000	 	
​	​	​	​	​	​	​	
NRG Energy Center HCEC	 	Plant O&M Agreement, dated October 1, 2014	 	$	1,500,000	 	
​	​	​	​	​	​	​	
NRG Energy Center Minneapolis	 	Plant O&M Agreement, dated October 1, 2014	 	$	6,500,000	 	
​	​	​	​	​	​	​	
NRG Energy Center Omaha	 	Plant O&M Agreement, dated October 1, 2014	 	$	3,600,000	 	
​	​	​	​	​	​	​	
NRG Energy Center Phoenix	 	Plant O&M Agreement, dated October 1, 2014	 	$	3,100,000	 	
​	​	​	​	​	​	​	
NRG Energy Center Pittsburgh	 	Plant O&M Agreement, dated October 1, 2014	 	$	2,200,000	 	
​	​	​	​	​	​	​	
NRG Energy Center Princeton	 	Plant O&M Agreement, dated October 1, 2014	 	$	1,200,000	 	
​	​	​	​	​	​	​	
NRG Energy Center San Diego	 	Plant O&M Agreement, dated October 1, 2014	 	$	600,000	 	
​	​	​	​	​	​	​	
NRG Energy Center San Francisco	 	Plant O&M Agreement, dated October 1, 2014	 	$	4,100,000	 	
​	​	​	​	​	​	​	
NRG Energy Center Smyrna	 	Plant O&M Agreement, dated October 1, 2014	 	$	300,000	 	
​	​	​	​	​	​	​	
NRG Energy Center Tucson	 	Plant O&M Agreement, dated October 1, 2014	 	$	300,000	 	
​	​	​	​	​	​	​	

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 32 ​
 	 	 	 	 	 	 	
PROJECT	 	AGREEMENT DESCRIPTION	 	​

	APPROXIMATE
AMOUNT
INVOLVED	 	
Utility-Scale Solar	 	 	 	 	 	 	
​	​	​	​	​	​	​	
Avenal	 	O&M Agreement, dated January 31, 2011	 	$	400,000	 	
​	​	​	​	​	​	​	
Borrego	 	O&M Agreement, dated August 1, 2012	 	$	358,000	 	
​	​	​	​	​	​	​	
CVSR	 	O&M Agreement, dated September 30, 2011	 	$	3,100,000	 	
​	​	​	​	​	​	​	
Wind	 	 	 	 	 	 	
​	​	​	​	​	​	​	
Alta	 	O&M Agreement, dated December 12, 2016	 	$	700,000	 	
​	​	​	​	​	​	​	
Buffalo Bear	 	O&M Agreement, dated May 1, 2016	 	$	200,000	 	
​	​	​	​	​	​	​	
Crosswinds	 	O&M Agreement, dated May 1, 2016	 	$	300,000	 	
​	​	​	​	​	​	​	
Elbow Creek	 	O&M Agreement, dated December 5, 2012	 	$	1,500,000	 	
​	​	​	​	​	​	​	
Elkhorn Ridge	 	O&M Agreement, dated May 9, 2008	 	$	400,000	 	
​	​	​	​	​	​	​	
Forward	 	O&M Agreement, dated October 20, 2016	 	$	200,000	 	
​	​	​	​	​	​	​	
Goat Wind	 	O&M Agreement, dated February 18, 2008	 	$	1,700,000	 	
​	​	​	​	​	​	​	
Hardin	 	O&M Agreement, dated May 1, 2016	 	$	200,000	 	
​	​	​	​	​	​	​	
Laredo Ridge	 	O&M Agreement, dated December 24, 2015	 	$	1,100,000	 	
​	​	​	​	​	​	​	
Lookout	 	O&M Agreement, dated February 11, 2008	 	$	300,000	 	
​	​	​	​	​	​	​	
Mission Iowa Wind	 	O&M Agreement, dated May 1, 2007	 	$	126,000	 	
​	​	​	​	​	​	​	
Odin	 	O&M Agreement, dated September 16, 2016	 	$	200,000	 	
​	​	​	​	​	​	​	
Pinnacle	 	O&M Agreement, dated December 1, 2016	 	$	600,000	 	
​	​	​	​	​	​	​	
San Juan Mesa	 	O&M Agreement, dated December 27, 2005	 	$	600,000	 	
​	​	​	​	​	​	​	
Sleeping Bear	 	O&M Agreement, dated May 1, 2016	 	$	1,000,000	 	
​	​	​	​	​	​	​	
Spanish Fork	 	O&M Agreement, dated September 16, 2016	 	$	200,000	 	
​	​	​	​	​	​	​	
South Trent	 	Management O&M Agreement, dated October 1, 2015	 	$	900,000	 	
​	​	​	​	​	​	​	
Taloga	 	O&M Agreement, dated July 1, 2016	 	$	1,600,000	 	
​	​	​	​	​	​	​	
Wildorado	 	O&M Agreement, dated February 11, 2008	 	$	500,000	 	
​	​	​	​	​	​	​	

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 33 ​
Asset Management and Administrative Services Agreements	
Affiliates of NRG provide day-to-day administrative support to certain of our project-level entities in accordance with asset management and administrative services agreements (ASAs). The ASAs for which the amount involved exceeded $120,000 during fiscal year 2016 are described in the table below. Under these agreements, we generally pay an annual or monthly fee, which may be subject to annual adjustment, plus any reimbursable expenses. Each of the counterparties to the agreements is an indirect wholly-owned subsidiary of NRG.
 	 	 	 	 	 	 	
PROJECT	 	AGREEMENT DESCRIPTION	 	​

	APPROXIMATE
AMOUNT
INVOLVED	 	
Conventional	 	 	 	 	 	 	
​	​	​	​	​	​	​	
El Segundo Energy Center	 	Project Administration Services Agreement, dated March 31, 2011 1	 	$	320,000	 	
​	​	​	​	​	​	​	
Walnut Creek	 	Asset Services Agreement, dated July 1, 2011	 	$	208,000	 	
​	​	​	​	​	​	​	
Utility-Scale Solar	 	 	 	 	 	 	
​	​	​	​	​	​	​	
Alpine	 	Asset Management Agreement, dated March 15, 2012	 	$	132,000	 	
​	​	​	​	​	​	​	
CVSR	 	Asset Management Agreement, dated April 26, 2016	 	$	136,000	 	
​	​	​	​	​	​	​	
Wind	 	 	 	 	 	 	
​	​	​	​	​	​	​	
Buffalo Bear	 	Amended and Restated Services Agreement, dated September 15, 2011	 	$	200,000	 	
​	​	​	​	​	​	​	
Forward	 	Services Agreement, dated January 1, 2012	 	$	200,000	 	
​	​	​	​	​	​	​	
Laredo Ridge	 	Services Agreement, dated May 27, 2010	 	$	186,000	 	
​	​	​	​	​	​	​	
Lookout	 	Services Agreement, dated January 1, 2012	 	$	200,000	 	
​	​	​	​	​	​	​	
NRG Wind TE Holdco LLC	 	Services Agreement, dated November 3, 2014	 	$	1,000,000	 	
​	​	​	​	​	​	​	
Pinnacle	 	Amended and Restated Services Agreement, dated September 15, 2011	 	$	200,000	 	
​	​	​	​	​	​	​	
Sleeping Bear	 	Services Agreement, dated January 1, 2012	 	$	200,000	 	
​	​	​	​	​	​	​	
South Trent	 	Project Administration Agreement, dated October 1, 2015	 	$	200,000	 	
​	​	​	​	​	​	​	
Spanish Fork	 	Services Agreement, dated February 1, 2012	 	$	200,000	 	
​	​	​	​	​	​	​	
Taloga	 	Services Agreement, dated November 20, 2012	 	$	200,000	 	
​	​	​	​	​	​	​	
Viento Funding II, Inc.	 	Management and Administration Agreement, dated July 1, 2013	 	$	300,000	 	
​	​	​	​	​	​	​	

1	 	NRG West Holdings LLC, our wholly-owned subsidiary and the owner of El Segundo Energy Center, is also a party to this agreement.	

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 34 ​

MARSH LANDING AGREEMENT	
NRG Marsh Landing LLC (Marsh Landing), one of our wholly-owned subsidiaries, was a party to an administrative services agreement with GenOn Energy Services, LLC, a wholly-owned subsidiary of NRG. Under the agreement, GenOn Energy Services, LLC provides processing and paying invoices services on behalf of Marsh Landing. Marsh Landing reimbursed GenOn Energy Services, LLC for the amounts paid. On December 19, 2016, the agreement was assigned to NRG West Coast LLC, a wholly-owned subsidiary of NRG. For the year ended December 31, 2016, Marsh Landing reimbursed costs of approximately $14 million under this agreement.
Power Sales and Energy Marketing Services Agreements	

NRG DOVER AGREEMENTS	
NRG Energy Center Dover LLC (NRG Dover), a subsidiary of the Company, is party to a Power Sales and Services Agreement with NRG Power Marketing. The agreement is automatically renewed on a month-to-month basis unless terminated by either party upon at least 30 days written notice. Under the agreement, NRG Power Marketing has the exclusive right to (i) manage, market and sell power, (ii) procure fuel and fuel transportation for operation of the Dover generating facility, to include for purposes other than generating power, (iii) procure transmission services required for the sale of power and (iv) procure and market emissions credits for operation of the Dover generating facility.

In addition, NRG Power Marketing has the exclusive right and obligation to direct the output from the generating facility, in accordance with and to meet the terms of any power sales contracts executed against the power generation of the Dover facility. Under the agreement, NRG Power Marketing pays NRG Dover gross receipts generated through sales, less costs incurred by NRG Power Marketing related to providing such services as transmission and delivery costs, as well as fuel costs. For the year ended December 31, 2016, NRG Dover purchased approximately $1 million of natural gas from NRG Power Marketing under the Power Sales and Services Agreement.

In February 2016, NRG Dover entered into a Power Purchase Agreement with NRG Power Marketing for the sale of energy and environmental attributes with an effective date of February 1, 2016 and expiration date of December 31, 2018. NRG Dover generated $5 million of revenue during the year ended December 31, 2016. The agreement in place is in addition to the existing Power Sales and Services Agreement described above.
NRG MINNEAPOLIS AGREEMENT	
NRG Energy Center Minneapolis LLC (NRG Minneapolis), one of our wholly-owned subsidiaries, is a party to an Energy Marketing Services Agreement (Minneapolis Agreement) with NRG Power Marketing, a wholly-owned subsidiary of NRG. The Minneapolis Agreement commenced in August 2014 and is automatically renewed

annually unless terminated by either party upon at least 90 days' written notice prior to the end of any term. Under the Minneapolis Agreement, NRG Power Marketing has the exclusive right to procure fuel and fuel transportation for the operation of the Minneapolis generating facility. Fuel procured by NRG Power Marketing is sold to NRG Minneapolis upon delivery. For the year ended December 31, 2016, NRG Minneapolis purchased approximately $7 million of natural gas from NRG Power Marketing.
ELBOW CREEK POWER PURCHASE AGREEMENT	
In October 2015, Elbow Creek, one of our wholly-owned subsidiaries, entered into a Power Purchase Agreement with NRG Power Marketing for the sale of energy and environmental attributes with the effective date of November 1, 2015, and an expiration date of October 31, 2022. Elbow Creek generated $8 million of revenue during the year ended December 31, 2016.
Additional El Segundo Agreements	
El Segundo Energy Center LLC (ESEC), one of our wholly-owned subsidiaries, entered into an Amended and Restated Easement Agreement, effective as of March 31, 2011, with El Segundo Power II LLC, a wholly-owned subsidiary of NRG, for a parcel of real property located in the city of El Segundo, California. The easement is for the construction, operation and maintenance of sewer lines, as well as for the construction, operations and maintenance of right of way and facilities for lay down and staging areas for the project. The term of the agreement is over the life of the project. Under the agreement, ESEC is required to pay an annual fee, subject to adjustment. For the year ended December 31, 2016, ESEC paid approximately $270,000 under this agreement.

ESEC has entered into an Amended and Restated Ground Lease and Easement Agreement, effective as of March 31, 2011, with El Segundo Power, LLC, a wholly-owned subsidiary of NRG, for a parcel of real property in the city of El Segundo, California. The non-exclusive easements are for the construction, operation and maintenance of support infrastructure for the project. The initial term of the agreement is over the construction of the project through the twentieth anniversary of the commercial operations date. Under the agreement, ESEC is required to pay rent monthly, subject to annual adjustment. For the year ended December 31, 2016, ESEC paid approximately $1.2 million under this agreement.
Elbow Creek QSE Services Agreement	
Elbow Creek, one of our wholly-owned subsidiaries, entered into a QSE Services Agreement, effective as of March 25, 2015, with Boston Energy Trading and Marketing LLC (BETM), a wholly-owned subsidiary of NRG. Under the agreement, BETM serves as a qualified scheduling entity for Elbow Creek and acts as Elbow Creek's sole point of contact with ERCOT on matters related to scheduling, forecasting and settlement services. Elbow Creek pays a monthly fee, recurring charges, plus reimbursements, for

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 35 ​

the services. For the year ended December 31, 2016, Elbow Creek paid approximately $150,000 under this agreement.
EPC Agreement by and between NECP and NRG	
On October 31, 2016, NRG Business Services LLC, a subsidiary of NRG, and NRG Energy Center Pittsburgh LLC (NECP), a wholly owned subsidiary of the Company, entered into an Engineering, Procurement and Construction Agreement (EPC Agreement) for the construction of a 73 MWt district energy system for NECP to provide 150 kpph of steam, 6,750 tons of chilled water and 7.5 MW of emergency backup power service to University of Pittsburgh Medical Center (UPMC Mercy). The initial term of the energy services agreement with UPMC Mercy will be for a period of twenty years from the service commencement date. Pursuant to the terms of the EPC Agreement, NECP agreed to pay NRG Business Services LLC $79 million, subject to adjustment based upon certain conditions in the EPC Agreement, upon substantial completion of the project. The project is expected to reach COD in the first quarter of 2018. On January 5, 2017, the parties amended the EPC Agreement, based on a customer change order, to increase the capacity of the district energy system from 73 MWt to 80 MWt, which also increased the payment from $79 million to $87 million.
Third Amended and Restated Limited Liability Company Agreement of Yield LLC	
The following is a description of the material terms of Yield LLC's Third Amended and Restated Limited Liability Company Agreement (the LLC Agreement) which became effective at the time of the Recapitalization on May 14, 2015.
GOVERNANCE	
We serve as the sole managing member of Yield LLC. As such, we and effectively our Board, control the business and affairs of Yield LLC and are responsible for the management of its business.
VOTING AND ECONOMIC RIGHTS OF MEMBERS	
Yield LLC has four classes of Units: Class A units, Class B units, Class C units and Class D units. Class A units and Class C units may be issued only to us as the sole managing member, and Class B units and Class D units may be issued only to NRG and held by NRG or its permitted transferees. Units of each of the four classes have equivalent economic and other rights, except that upon issuance, each holder of a Class B unit will also be issued a share of our Class B common stock, and each holder of a Class D unit will also be issued a share of our Class D common stock. Each Class B unit is exchangeable for a share of our Class A common stock and each Class D unit is exchangeable for a share of our Class D common stock, in each case subject to equitable adjustments for stock splits, dividends and reclassifications in accordance with the terms of the Exchange Agreement (as described below).

Net profits and net losses and distributions by Yield LLC are allocated and made to holders of units in accordance with the respective number of membership units of Yield LLC held. Generally, Yield LLC will make distributions to us and NRG for the purpose of funding tax obligations in respect of income of Yield LLC that is allocated to the members of Yield LLC. For the year ended December 31, 2016, Yield LLC made approximately $92 million in distributions to us and approximately $81 million in distributions to NRG.
COORDINATION WITH YIELD LLC	
Any time we issue a share of Class A common stock or a share of our Class C common stock for cash, the net proceeds therefrom will promptly be transferred to Yield LLC and Yield LLC will either:•
transfer a newly issued Class A unit of Yield LLC to us in the case of the issuance of a share of Class A common stock, or a newly issued Class C unit of Yield LLC to us in the case of the issuance of a share of Class C common stock; or

•
use the net proceeds to purchase a Class B unit of Yield LLC from NRG in the case of the issuance of a share of Class A common stock, which Class B unit will automatically convert into a Class A unit of Yield LLC when transferred to us, or a Class D unit of Yield LLC from NRG in the case of the issuance of a share of Class C common stock, which Class D unit will automatically convert into a Class C unit of Yield LLC when transferred to us.

If we elect to redeem any shares of our Class A common stock or Class C common stock for cash, Yield LLC will, immediately prior to such redemption, redeem an equal number of Class A units or Class C units, as applicable, held by us upon the same terms and for the same price, as the shares of Class A common stock so redeemed.
Exchange Agreement	
We entered into an Exchange Agreement with NRG which was amended and restated in connection with the completion of the Recapitalization (as amended and restated, the Exchange Agreement). Under the Exchange Agreement, NRG (and certain permitted assignees and permitted transferees who acquire Class B units or Class D units of Yield LLC) may from time to time cause Yield LLC to exchange their Class B units for shares of our Class A common stock on a one-for-one basis, subject to adjustments for stock splits, stock dividends and reclassifications, or exchange their Class D units for shares of our Class C common stock on a one-for-one basis, subject to equitable adjustments for stock splits, stock dividends and reclassifications.

When NRG or its permitted transferee exchanges a Class B unit of Yield LLC for a share of our Class A common stock, we will automatically redeem and cancel a corresponding share of our Class B common stock and the Class B unit will automatically convert into a Class A unit when issued to us; similarly, when NRG or its permitted transferee

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 36 ​

exchanges a Class D unit of Yield LLC for a share of our Class C common stock, we will automatically redeem and cancel a corresponding share of our Class D common stock and the Class D unit will automatically convert into a Class C unit when issued to us. As result, when a holder exchanges its Class B units for shares of our Class A common stock, or its Class D units for shares of our Class C common stock, our interest in Yield LLC will be correspondingly increased.
Registration Rights Agreement	
We have entered into a registration rights agreement with NRG, which was amended and restated in connection with the completion of the Recapitalization (as amended and restated, the Registration Rights Agreement). Under the Registration Rights Agreement, NRG and its affiliates are entitled to demand registration rights, including the right to demand that a shelf registration statement be filed, and "piggyback" registration rights, for shares of our Class A common stock that are issuable upon exchange of Class B units of Yield LLC that NRG owns and shares of our Class C common stock that are issuable upon exchange of the Class D units of Yield LLC that NRG owns.
Procedures for Review, Approval and Ratification of Related Person Transactions; Conflicts of Interest	
Our Board has adopted a written Related Person Transaction Policy (Policy) that provides that the Corporate Governance, Conflicts and Nominating Committee will periodically review all related person transactions that are required to be disclosed under SEC rules and, when appropriate, initially authorize or ratify all such transactions. See "Governance of the Company—Corporate Governance, Conflicts and Nominating Committee."

The Policy operates in conjunction with our Code of Conduct and is applicable to all "Related Person Transactions", which are all transactions, arrangements or relationships in which:•
the aggregate amount involved will or may be expected to exceed $50,000 in any calendar year;

•
the Company is a participant; and

•
any Related Person (as that term is defined below) has or will have a direct or indirect interest.

A "Related Person" is:•
any person who is, or at any time during the applicable period was, a director of the Company or a nominee for director or an executive officer;

•
any person who is known to the Company to be the beneficial owner of more than 5% of any class of the Company's voting stock;

•
any immediate family member of any of the persons referenced in the preceding two bullets, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the director, nominee

for director, executive officer or more than 5% beneficial owner of any class of the Company's voting stock, and any person (other than a tenant or employee) sharing the household of such director, nominee for director, executive officer or more than 5% beneficial owner of any class of the Company's voting stock; and•
any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

In determining whether to recommend the initial approval or ratification of a Related Person Transaction, the Corporate Governance, Conflicts and Nominating Committee considers all of the relevant facts and circumstances available, including (if applicable) but not limited to: (a) whether there is an appropriate business justification for the transaction; (b) the benefits that accrue to us as a result of the transaction; (c) the terms available to unrelated third parties entering into similar transactions; (d) the impact of the transaction on director independence (in the event the related person is a director, an immediate family member of a director or an entity in which a director or an immediate family member of a director is a partner, stockholder, member or executive officer); (e) the availability of other sources for comparable products or services; (f) whether it is a single transaction or a series of ongoing, related transactions; and (g) whether entering into the transaction would be consistent with the Related Person Transaction Policy.

If the aggregate amount involved is expected to be less than $500,000, the transaction may be approved or ratified by the Chair of the Corporate Governance, Conflicts and Nominating Committee.

As part of its review of each Related Person Transaction, the Corporate Governance, Conflicts and Nominating Committee will take into account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than the terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the Related Person's interest in the transaction. This Policy also provides that certain transactions, based on their nature and/or monetary amount, are deemed to be pre-approved or ratified by the Corporate Governance, Conflicts and Nominating Committee and do not require separate approval or ratification.

Transactions involving ongoing relationships with a Related Person will be reviewed and assessed at least annually by the Corporate Governance, Conflicts and Nominating Committee to ensure that such Related Person Transactions remain appropriate and in compliance with the Committee's guidelines.

The Committee's activities with respect to the review and approval or ratification of all Related Person Transactions are reported periodically to the Board. Any transaction between us and any Related Person, including NRG, will be subject to the prior review and approval of our Corporate Governance, Conflicts and Nominating Committee.

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EXECUTIVE COMPENSATION 37
Executive Compensation
COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY	 	38	
    Executive Compensation Program	 	38	
    Key Governance Features of Our Executive Compensation Program	 	38	
    Business Strategy and Company Performance	 	39	
EXECUTIVE COMPENSATION PROGRAM	 	39	
    2016 Named Executive Officers	 	39	
    Goals and Objectives of the Program	 	39	
THE COMPENSATION PROCESS	 	39	
    Compensation Consultant	 	39	
    Compensation Peer Group Analysis	 	40	
ELEMENTS OF COMPENSATION	 	40	
    Base Salary	 	41	
    Annual Incentive Compensation	 	41	
    Long-Term Incentive Compensation	 	42	
    Clawbacks	 	43	

    Benefits	 	43	
    Potential Severance and Change-in-Control Benefits	 	43	
OTHER MATTERS	 	44	
    Stock Ownership Guidelines	 	44	
    Tax and Accounting Considerations	 	44	
COMPENSATION TABLES	 	45	
    Summary Compensation Table Fiscal Year Ended December 31, 2016	 	45	
    Grants of Plan-Based Awards Fiscal Year Ended December 31, 2016	 	45	
    Outstanding Equity Awards at Fiscal Year-End Fiscal Year Ended December 31, 2016	 	46	
EMPLOYMENT AGREEMENTS	 	46	
SEVERANCE AND CHANGE-IN-CONTROL	 	47	

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EXECUTIVE COMPENSATION 38
Executive Summary	

Executive Compensation Program	
We are a dividend growth-oriented company formed to serve as the primary vehicle through which NRG owns, operates and acquires contracted renewable and conventional and thermal infrastructure assets. NRG, through its holdings of our Class B common stock and Class D common stock, has a majority voting interest in the Company. Prior to May 6, 2016, all of our officers, including our former interim chief executive officer and former chief financial officer, were employed and compensated solely by NRG. On May 6, 2016, Mr. Sotos became our President and CEO and, on November 7, 2016, Chad Plotkin became our CFO, each of whom are employed and compensated by the Company.

In connection with the employment of our new executive leadership, we have developed an executive compensation program designed to align executive pay with stockholder value and motivate executives to achieve improvements in corporate performance. This CD&A describes the elements, implementation and results of our executive compensation program for 2016 and provides information on our compensation philosophies and elements of our executive

compensation program for 2017. Given that Messrs. Sotos and Plotkin became our first two employees as of May 6, 2016 and November 7, 2016, respectively, the Compensation Committee's objectives in 2016 were to design a simple yet competitive program that aligned with the interests of our stockholders. For 2017, however, the Compensation Committee undertook a full review of our compensation practices to determine the appropriate combination of long-term and short-term compensation features to align pay with the Company's performance, which included input on non-CEO executive compensation from the CEO.
Key Governance Features of Our Executive
Compensation Program	
As mentioned above and in more detail below, our 2016 executive compensation program was designed to be simple, competitive, and align with the interests of our named executive officers (NEOs) with stockholders. Going forward, the executive compensation program was modified to include quantitative results and incorporate best practices in compensation design, while ensuring that the program was tailored to the needs of our business.
 	 	 	
✓    WHAT WE DO	 	✘    WHAT WE DON'T DO	
A substantial majority of our CEO's compensation is delivered through equity	 	No excise tax gross-ups upon a change-in-control and no tax gross-ups on perquisites or benefits	
​	​	​	
For 2017, the large majority of our equity compensation is performance-based	 	No pledging or hedging of the Company's stock by NEOs or directors	
​	​	​	
Target our peer group median for total direct compensation	 	No employment agreements for executive officers with the exception of our CEO	
​	​	​	
Require a double trigger for the acceleration of equity upon a change in control	 	No guaranteed bonus payments for our NEOs	
​	​	​	
Include clawback policies in our compensation plans	 	No supplemental executive retirement plans	
​	​	​	
Maintain robust stock ownership guidelines for our NEOs	 	 	
​	​	​	
Provide market-level retirement benefits and limited perquisites	 	 	
​	​	​	
Engage an independent compensation consultant to advise us on matters surrounding our compensation plans	 	 	
​	​	​	
Prevent undue risk taking in our compensation practices and engage in robust risk monitoring	 	 	
​	​	​	

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EXECUTIVE COMPENSATION 39 ​
Business Strategy and Company Performance	
Our primary business strategy is to focus on the acquisition and ownership of assets with predictable, long term cash flows in order to pay dividends to holders of our common stock over time without compromising the ongoing stability of our business. Our plan for executing this strategy includes the following key components: focusing on contracted renewable energy and conventional generation and thermal infrastructure assets; growing our business through acquisitions of contracted operating assets primarily in North America; and maintaining sound financial practices to grow our dividend.

The execution of our business strategy produced strong cash from operations and Cash Available For Distribution (CAFD) as well as the following results:•
An increase in the annualized dividend by 16.3%.

•
Enhanced financial flexibility during 2016, with over $200 million in available cash for growth at year end.

•
Acquired the remaining 51.05% interest in the California Valley Solar Ranch (CVSR) solar project from NRG and entered into an engineering, procurement and construction (EPC) agreement with NRG for the construction of an 80 MWt district energy system.

•
Invested $100 million in the distributed generation partnerships with NRG.
Executive Compensation Program	

2016 Named Executive Officers	
This CD&A describes our executive compensation program for our NEOs in 2016 as well as provides a preview for our program going forward. For 2016, the NEOs were:
 	 	 	
  NEO	 	2016 TITLE	
Christopher S. Sotos	 	President and Chief Executive Officer, effective May 6, 2016	
​	​	​	
Chad Plotkin	 	Senior Vice President and Chief Financial Officer, effective November 7, 2016	
​	​	​	
Mauricio Gutierrez1	 	Former Interim President and Chief Executive Officer, through May 5, 2016	
​	​	​	
Kirkland Andrews2	 	Former Vice President and Chief Financial Officer, through November 6, 2016	
​	​	​	

1	 	Mr. Gutierrez was compensated by NRG for his service as interim chief executive officer of the Company. He did not receive any compensation from the Company for such services.	
2	 	Mr. Andrews was compensated by NRG for his service as chief financial officer of the Company. He did not receive any compensation from the Company for such services.	

Our 2016 compensation program for Messrs. Sotos and Plotkin consisted of (i) base salary, (ii) long-term incentive compensation in the form of RSUs that vest over a period of approximately two to two and a half years and (iii) an annual incentive bonus opportunity. As mentioned above, no other NEO received any compensation from us in 2016.

In 2017, we modified our compensation program to be more formulaic and performance-based, adding quantitative elements to our annual incentive plan and relative TSR performance stock units (RPSUs).
Goals and Objectives of the Program	
The Compensation Committee is responsible for the development and implementation of our executive compensation program. The intent of our executive compensation program is to reward the achievement of our annual goals and objectives while supporting our long-term business strategy. The Compensation Committee is committed to aligning executives' compensation with performance.

Our Compensation Committee has designed an executive compensation program that:•
closely aligns our executive compensation with stockholder value creation, avoiding plans that encourage executives to take excessive risk, while driving long-term value to stockholders;
•
supports the Company's long-term business strategy, while rewarding our executive team for their individual accomplishments with tailored individual executive compensation metrics and incentives; and

•
provides a competitive compensation opportunity while adhering to market standards for compensation.

The Compensation Committee's objectives are achieved through the use of both short-term and long-term incentives. The Company currently targets pay at the median of our Compensation Peer Group, as described under "Elements of Compensation."
The Compensation Process	

Compensation Consultant	
Pursuant to its charter, the Compensation Committee is authorized to engage, at the expense of the Company, a compensation consultant to provide independent advice, support, and expertise to assist the Compensation Committee in overseeing and reviewing our overall executive compensation strategy, structure, policies and programs, and to assess whether our compensation structure establishes appropriate incentives for management and other key employees.

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EXECUTIVE COMPENSATION 40 ​

Pay Governance, the Compensation Committee's independent compensation consultant for fiscal year 2016, assisted with director compensation and executive pay decisions for 2016 and worked with the Compensation Committee to formulate the design of the director compensation and executive compensation programs for 2017.

Pay Governance reported directly to the Compensation Committee and provided no other remunerated services to the Company. Pay Governance also provides services to the Compensation Committee of NRG relating to NRG's executive and director compensation and assisted with the design of NRG's executive compensation program for 2016. Pay Governance does not provide services for any other affiliates of us or NRG. In accordance with SEC rules and requirements, the Company has affirmatively determined that no conflicts of interest exist between the Company and Pay Governance (or any individuals working on the Company's account on behalf of Pay Governance).
Compensation Peer Group Analysis	
The Compensation Committee, with support from its advisor, identifies the best comparator group within relevant industries. In 2016, with the assistance of Pay Governance, the Compensation Committee identified a peer group for compensation benchmarking purposes composed of publicly-owned, dividend growth-oriented companies, as well as other similarly-sized energy companies (Compensation Peer Group). The Compensation Committee performed a peer of peer analysis to confirm the appropriateness of potential peer companies and to assess companies that the Company's peers use in their own peer groups. The Compensation Committee then considered the overall reasonableness of the list of potential peer companies as a whole.

The Compensation Committee aims to compare our compensation program to a consistent peer group year-to-year, but given the dynamic nature of our industry and the companies that comprise it, the Compensation Committee will annually examine the list for opportunities for improvement. The Compensation Peer Group was comprised of the following companies for 2016:
 	 	 	 	 	 	 	
COMPANY	 	NYSE
TICKER	 	COMPANY	 	NYSE
TICKER	
Archrock Partners, LP	 	APLP	 	QEP Midstream Partners, LP	 	QEPM	
​	​	​	​	​	​	​	
Brookfield Energy Partners LP	 	BEP	 	Rose Rock Midstream, L.P.	 	RRMS	
​	​	​	​	​	​	​	
Crestwood Midstream Partners LP	 	CMLP	 	Summit Midstream Partners, LP	 	SMLP	
​	​	​	​	​	​	​	
Delek Logistics Partners, LP	 	DKL	 	Tallgrass Energy Partners, LP	 	TEP	
​	​	​	​	​	​	​	
MPLX LP	 	MPLX	 	TerraForm Power, Inc.	 	TERP	
​	​	​	​	​	​	​	
NextEra Energy Partners, LP	 	NEP	 	Tesoro Logistics LP	 	TLLP	
​	​	​	​	​	​	​	
Pattern Energy Group Inc.	 	PEGI	 	TransAlta Renewables Inc.	 	TSE: RNW	
​	​	​	​	​	​	​	
Phillips 66 Partners LP	 	PSXP	 	Valero Energy Partners LP	 	VLP	
​	​	​	​	​	​	​	

For the purposes of determining appropriate CEO and CFO pay levels, the Compensation Committee reviewed CEO and CFO compensation from peers, where available and appropriate. To supplement this analysis, the Compensation Committee also reviewed appropriate third-party survey data.
Elements of Compensation	
In 2016, Messrs. Sotos and Plotkin were the only executives compensated by the Company. Prior to May 6, 2016 all of our executive officers were compensated solely by NRG, and we did not have any input into the performance metrics or compensation paid to those executives. We have a Management Services Agreement with NRG pursuant to which NRG provides management and administration services to us in exchange for a management fee to NRG. We do not reimburse NRG for compensation related expenses attributable to an executive officer's time dedicated to providing services for us. As such, Messrs. Gutierrez and Andrews, as Interim CEO and CFO, respectively, were compensated by NRG and did not receive

any compensation by the Company. The elements of our compensation for Messrs. Sotos and Plotkin in 2016 consisted of (i) base salary, (ii) long-term incentive compensation in the form of RSUs and (iii) an annual bonus opportunity.

Beginning in 2017, our compensation program consists of fixed compensation (base salary), performance-based compensation (annual incentive plan bonus and RPSUs) and time-based compensation (RSUs). We use the median percentile of our Compensation Peer Group as a guidepost in establishing the targeted levels of total direct compensation (cash and equity) for our NEOs. We expect that, over time, targeted total direct compensation of our executive officers will continue to land near the median of our Compensation Peer Group. Realized pay in a given year depends on the achievement of defined performance-based compensation metrics. While a portion of our compensation is fixed, a significant percentage is at-risk and payable and/or realizable only if certain performance objectives are met.

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EXECUTIVE COMPENSATION 41
Base Salary	
Base salary compensates NEOs for their level of experience and position responsibilities, and for the continued expectation of superior performance. Recommendations on increases to base salary take into account, among other factors, the NEO's individual performance, the general contributions of the NEO to overall corporate performance, and the level of responsibility of the NEO with respect to his or her specific position. For 2016, the base salary for each NEO was as follows:
 	 	 	 	 	
NAMED EXECUTIVE OFFICER	 	​
	2016 ANNUALIZED
BASE SALARY ($)	 	
Christopher S. Sotos 1	 	 	500,000	 	
​	​	​	​	​	
Chad Plotkin2	 	 	350,000	 	
​	​	​	​	​	
Mauricio Gutierrez3	 	 	—	 	
​	​	​	​	​	
Kirkland Andrews4	 	 	—	 	
​	​	​	​	​	

1	 	Mr. Sotos became chief executive officer on May 6, 2016.	
2	 	Mr. Plotkin became chief financial officer on November 7, 2016.	
3	 	Mr. Gutierrez was compensated by NRG for his service as interim chief executive officer of the Company. He did not receive any compensation from the Company for such services.	
4	 	Mr. Andrews was compensated by NRG for his service as chief financial officer of the Company. He did not receive any compensation from the Company for such services.	
For 2017, the base salaries for Messrs. Sotos and Plotkin were not increased and continue to be $500,000 and $350,000, respectively.
Annual Incentive Compensation	

OVERVIEW	
Under the terms of Mr. Sotos' employment agreement with the Company described in "Employment Agreements," beginning with the 2016 fiscal year, Mr. Sotos was eligible to receive an annual bonus at a target amount equal to 100% of his base salary, based on achievement of criteria determined by our Board with input from Mr. Sotos. Mr. Plotkin was eligible to receive an annual bonus at a target amount of 50% of his base salary. The 2016 bonus amounts were determined by the Compensation Committee on a discretionary basis based on the Compensation Committee's assessment of the execution of the Company's business strategy which was the performance target. Annual bonus amounts were pro-rated in 2016 based on length of time employed by the Company. Messrs. Gutierrez and Andrews were not eligible for an annual incentive bonus.

Beginning in 2017, any annual incentive bonus compensation awards (AIP bonuses) are made under our AIP adopted by the Board in December 2016. AIP bonuses are short-term compensation designed to compensate NEOs for meeting annual individual and Company goals, both financial and non-financial. The AIP bonus opportunity is defined as a percentage of each NEO's annual base

salary. AIP bonuses are subject to the following requirements:•
A threshold CAFD performance metric (AIP Gate) is established for each plan year at a level the Compensation Committee believes is appropriate for a minimally acceptable level of financial performance. CAFD is defined as net income before interest expense, income taxes, depreciation and amortization, plus cash distributions from unconsolidated affiliates, less cash distributions to noncontrolling interests, maintenance capital expenditures, pro-rata EBITDA from unconsolidated affiliates plus cash receipts from notes receivable, cash interest paid, income taxes paid, principal amortization of indebtedness and changes in prepaid and accrued capacity payments. If the AIP Gate is not achieved, no AIP bonuses are paid, regardless of performance in any other metrics.

•
Beyond serving as a "gate" to any payout, CAFD is also a distinct portion of our annual incentive framework. The Compensation Committee establishes threshold, target, and maximum levels of achievement for the CAFD goal, with the target set to be challenging but achievable.

•
Achievement of "key milestones" performance metrics are also established as a defined annual incentive category. The Compensation Committee has established threshold, target, and maximum levels of performance for this category based on the number of milestones achieved. Generally, key milestones include, but are not limited to, current strategies to generate long-term CAFD growth without compromising the ongoing stability of the business.

•
Individual performance metrics are determined on a discretionary basis and are based on achievement of additional agreed-upon goals for the plan year.

The Compensation Committee establishes the AIP performance metrics and goals for the CEO after reviewing the CEO's business strategy and other matters. For any other executives, the CEO recommends performance metrics and goals, and allocations of such metrics and goals, based on position and responsibilities. Such recommendations are reviewed and approved or amended by the Compensation Committee.

The Compensation Committee retains sole discretion under the AIP to reduce the amount of or eliminate any AIP bonuses that are otherwise payable under the AIP.
ANNUAL INCENTIVE BONUS OPPORTUNITY	
For 2016, pursuant to his employment agreement, Mr. Sotos was eligible to receive an annual bonus at a threshold amount equal to 50% of his base salary, target amount equal to 100% of his base salary and maximum amount equal to 200% of his base salary, in each case, based on achievement of criteria determined by our Board with input from Mr. Sotos. In 2016, Mr. Plotkin was eligible to receive an annual bonus at a threshold amount equal to 25% of his base salary, target amount equal to 50% of his base salary and maximum amount equal to 100% of his base salary.

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EXECUTIVE COMPENSATION 42 ​

With respect to 2017, Messrs. Sotos and Plotkin will be eligible for an AIP bonus. The threshold, target and maximum AIP bonus opportunities for Messrs. Sotos and Plotkin for 2017, expressed as a percentage of base salary, are:
 	 	 	 	 	 	 	 	 	 	 	
NAMED EXECUTIVE OFFICER	 	GATE NOT
MET (%)	 	THRESHOLD
(%) 1	 	TARGET
(%) 1	 	MAXIMUM
(%)	 	TARGET
AMOUNT ($)	
Christopher S. Sotos	 	0	 	50.0	 	100.0	 	200.0	 	500,000	
​	​	​	​	​	​	​	​	​	​	​	
Chad Plotkin	 	0	 	25.0	 	50.0	 	100.0	 	175,000	
​	​	​	​	​	​	​	​	​	​	​	

1	 	This assumes that each of the financial performance metrics and all other quantitative and qualitative goals are achieved at threshold or target levels, respectively.	

2016 ANNUAL INCENTIVE BONUSES	
The 2016 incentive bonus amounts were determined by the Compensation Committee on a discretionary basis based on the Compensation Committee's assessment of the successful execution of the Company's business strategy which was the performance target.

In Mr. Sotos' case, the Compensation Committee considered the following results:•
the refinancing of the Company's debt;

•
the entry into the EPC agreement with NRG for the construction of an 80 MWt district energy system;

•
the acquisition of the remaining 51.05% interest in the CVSR solar project from NRG; and

•
the hiring of an experienced CFO.

In Mr. Plotkin's case, the Company considered the following results:•
the effective transitioning into the role of CFO in under two months; and

•
the successful implementation of the Company's stockholder engagement strategy.

The annual incentive bonuses paid to Messrs. Sotos and Plotkin for 2016 were:
 	 	 	 	 	 	 	 	 	 	 	
NAMED EXECUTIVE OFFICER	 	​

	PERCENTAGE OF
ANNUAL BASE
SALARY (%) 1	 	​

	PERCENT OF
TARGET
ACHIEVED (%)	 	​

	ANNUAL
INCENTIVE
PAYMENT ($) 1	 	
Christopher S. Sotos	 	 	150.0	 	 	150.0	 	 	493,151	 	
​	​	​	​	​	​	​	​	​	​	​	
Chad Plotkin	 	 	75.0	 	 	150.0	 	 	39,555	 	
​	​	​	​	​	​	​	​	​	​	​	

1	 	Pro-rated based on length of time employed by the Company.	

Long-Term Incentive Compensation	
We believe that equity awards directly align our NEOs' interests with those of our stockholders. In 2016, we granted RSUs to Messrs. Sotos and Plotkin under our LTIP. The RSUs granted for 2016 represent the value of NRG equity awards forfeited by each of Messrs. Sotos and Plotkin upon their termination of employment with NRG. Mr. Sotos' RSUs vest over a period of approximately two

and a half years. The substantial majority, 83%, of Mr. Sotos' RSUs will vest on January 4, 2019. Mr. Plotkin's RSUs vest over a period of approximately two years. These vesting schedules mirror the vesting conditions of the NRG equity awards that Messrs. Sotos and Plotkin forfeited. Upon vesting, the RSUs will convert into a corresponding number of shares of the Company's Class C common stock. Messrs. Gutierrez and Andrews did not receive any long-term incentive compensation.

For 2017, Mr. Sotos' target LTIP award is 250% of his base salary and Mr. Plotkin's target LTIP award is 100% of his base salary. Beginning in 2017, the Compensation Committee will grant our executives a combination of retentive equity awards as well as performance-based equity awards directly linked to long-term stockholder value creation, with the input of the CEO on long-term incentive award design for non-CEO executives. Accordingly, we granted to our executives a combination of RSUs and RPSUs. To enhance our compensation program's focus on company performance, the large majority of long-term incentive awards (67%) will be delivered using RPSUs. Although a critical component of our long-term design due to the retention aspects of the award, RSUs will comprise only 33% of each NEO's grant date award opportunity. We believe that our AIP will appropriately focus our executive team on shorter-term (one-year) financial metrics while our LTIP will emphasize long-term stockholder value creation (i.e. TSR).
RESTRICTED STOCK UNITS	
Each RSU represents the right to receive one share of our Class C common stock after the completion of the vesting period. In 2016, Messrs. Plotkin and Sotos were each granted RSUs that will vest over a period of approximately two to two and a half years. The RSUs granted for 2016 represent the value of NRG equity awards forfeited by each of Messrs. Sotos and Plotkin upon their termination of employment with NRG. In 2017, the Compensation Committee approved ratable vesting (one-third vesting per year, over a three-year period) on RSUs.
RELATIVE PERFORMANCE STOCK UNITS	
Each RPSU represents the potential to receive Class C common stock after the completion of three years of service from the date of grant based on the Company's TSR performance ranked against the TSR performance of a comparator group of similar companies (the Performance Peer Group). Relative measures are designed to compensate for externalities, ensuring the program appropriately reflects management's impact on the Company's TSR by including peer companies that are similarly impacted by market conditions.

The payout of shares of Class C common stock at the end of the three year performance period will be based on the Company's TSR performance percentile rank, compared with the TSR performance of the Performance Peer Group. To ensure a rigorous program design, the target-level payout (100% of shares granted) requires the Company to perform in the 50th percentile. To induce management to achieve greater than target-level performance in a down

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EXECUTIVE COMPENSATION 43 ​

market, in the event that the Company's TSR performance declines by more than 20% over the performance period, the target-level payout (100% of shares granted) will require an even greater achievement—60th percentile performance. The Compensation Committee believes that this increased performance requirement addresses the concern that a disproportionate award may be paid in the event that our relative performance is high, but absolute performance is low.

In the event relative performance is below the 25th percentile, the award is forfeited. In the event relative performance is between the 25th percentile and the 50th percentile (or the 60th percentile if our TSR

performance declines by more than 20% over the performance period), payout will be based on an interpolated calculation. In the event relative performance reaches the 50th percentile (or the 60th percentile if our TSR performance declines by more than 20% over the performance period), 100% of the award will be paid. In the event relative performance is between the 50th percentile (or the 60th percentile if our TSR performance declines by more than 20% over the performance period) and the 75th percentile, payout will be based on an interpolated calculation. In the event relative performance is above the 75th percentile, the quantity of shares paid out is doubled. The table below illustrates the design of our RPSUs.

Clawbacks	
The Company has a "clawback" policy with regard to awards made under the AIP and LTIP in the case of a material financial restatement, including a restatement that was the result of employee misconduct, or in the case of fraud, embezzlement or other serious misconduct that was materially detrimental to the Company. The Compensation Committee retains discretion regarding application of the policy. The policy is incremental to other remedies that are available to the Company. In addition to our "clawback" policy, if the Company is required to restate its earnings as a result of noncompliance with a financial reporting requirement due to misconduct, under the Sarbanes-Oxley Act of 2002 (SOX), the CEO and the CFO would also be subject to a "clawback," as required by SOX.
Benefits	
Messrs. Sotos and Plotkin participate in the same retirement, life insurance, health and welfare plans. To generally support more complicated financial planning and estate planning matters, Mr. Sotos is reimbursed for annual tax return preparation expenses and tax advice and financial planning up to a maximum of $12,000 per year. Mr. Plotkin is reimbursed for annual tax return preparation expenses and tax advice and financial planning up to a maximum of $3,000 per year. Pursuant to the terms of his employment agreement entered into in August 2016, described in more detail in the section entitled "Employment Agreements" below, for 2016, Mr. Sotos was reimbursed for legal fees and expenses incurred in connection with negotiating the employment agreement up to a maximum of $6,000.
Potential Severance and Change-in-Control Benefits	
Mr. Sotos, pursuant to his employment agreement, and Mr. Plotkin, pursuant to the Company's Executive Change-in-Control and General Severance Plan for Tier IA and Tier IIA Executives (CIC Plan), are entitled to severance payments and benefits in the event of termination of employment under certain circumstances, including following a change-in-control. We choose to pay severance and change-in-control benefits to assist with career transitions of our executives as well as to create an environment that provides for an adequate business transition and knowledge transfer during times of change.

Change-in-control agreements are considered market practice among publicly-held companies. Most often, these agreements are utilized to encourage executives to remain with the company during periods of extreme job uncertainty. In order to enable a smooth transition during an interim period, change-in-control agreements provide a defined level of security for the executive and the company, enabling a more seamless implementation of a particular acquisition or an asset sale or purchase, and subsequent integration.

For a more detailed discussion, including the quantification of potential payments, please see the section entitled "Severance and Change-in-Control" following the compensation tables below.

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EXECUTIVE COMPENSATION 44 ​
Other Matters	

Stock Ownership Guidelines	
As of December 31, 2016, the Compensation Committee and the Board require the CEO to hold Company stock with a value equal to 4.0 times his base salary until his termination. The CFO is required, absent a hardship, to hold Company stock with a value equal to 2.0 times his base salary until his termination. Personal holdings and vested awards count towards the ownership multiple. Although the CEO and CFO are not required to make purchases of our common stock to meet their target ownership multiple, NEOs must retain 100% of their vested net after-tax shares, absent a hardship, and must maintain their ownership multiple during their service. The target stock ownership for Messrs. Sotos and Plotkin as of December 31, 2016 is shown below.
 	 	 	 	 	
NAMED EXECUTIVE OFFICER	 	​
	TARGET
OWNERSHIP MULTIPLE	 	
Christopher S. Sotos	 	 	4.0x	 	
​	​	​	​	​	
Chad Plotkin	 	 	2.0x	 	
​	​	​	​	​	

Tax and Accounting Considerations	
The Compensation Committee has considered the implications of Section 162(m) of the Code, which

precludes us (as a public company) from taking a tax deduction for individual compensation in excess of $1 million for any of the NEOs, subject to certain exemptions. The Compensation Committee has also considered the exemptions to such limitation, which are also provided in Section 162(m) and specifically the exemption for compensation that is "performance-based" within the meaning of Section 162(m). The Compensation Committee believes tax deductibility of compensation is an important consideration and, where possible and considered appropriate, intends to preserve the deductibility of compensation to NEOs under Section 162(m). However, the Compensation Committee also believes that it is important to retain flexibility in designing compensation programs, and as a result, has not adopted a policy that any particular amount of compensation must be deductible to the Company under Section 162(m). The Compensation Committee also takes into account tax consequences to NEOs in designing the various elements of our compensation program, such as designing the terms of awards to defer immediate income recognition in accordance with Section 409A of the Code. The Compensation Committee remains informed of the accounting implications of its compensation programs, however, and approves programs based on their total alignment with our strategy and long-term goals.

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EXECUTIVE COMPENSATION 45
Compensation Tables	

Summary Compensation Table
Fiscal Year Ended December 31, 2016	

NAME AND PRINCIPAL POSITION	 	​	YEAR	 	​
	SALARY
($) 1	 	​
	BONUS
($)	 	​

	STOCK
AWARDS
($) 2	 	​

	OPTION
AWARDS
($)	 	​

	NON-EQUITY
INCENTIVE PLAN
COMPENSATION
($) (3)	 	​

	CHANGE IN
PENSION VALUE
AND
NONQUALIFIED
DEFERRED
COMPENSATION
EARNINGS
($)	 	​

	ALL OTHER
COMPENSATION
($)	 	​
	TOTAL
($)	 	
Christopher S. Sotos 4
President and Chief Executive Officer	 	 	2016	 	 	309,615	 	 	—	 	 	1,425,012	 	 	—	 	 	493,151	 	 	—	 	 	5,543	5	 	2,233,321	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Chad Plotkin 6
Senior Vice President and Chief Financial Officer	 	 	2016	 	 	40,385	 	 	—	 	 	270,448	 	 	—	 	 	39,555	 	 	—	 	 	—	 	 	350,388	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Mauricio Gutierrez 7
Former Interim President and Chief Executive Officer	 	 	2016	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	
 	 	 	2015	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Kirkland B. Andrews 8
Former Executive Vice President and Chief Financial Officer	 	 	2016	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	
 	 	 	2015	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	
 	 	 	2014	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	

1	 	Reflects base salary earnings.	
2	 	Reflects the grant date fair value determined in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718, Comparison—Stock Compensation. The Company uses the Class C common stock price on the date of grant as the fair value of the Company's RSUs.	
3	 	The amounts shown in this column represent the annual incentive bonuses paid to the NEOs. Further information regarding the annual incentive bonuses is included in the "2016 Annual Incentive Bonuses" section of this CD&A.	
4	 	Mr. Sotos first became an NEO for the 2016 fiscal year. Mr. Sotos was appointed as President and Chief Executive Officer on May 6, 2016.	
5	 	Mr. Sotos received $5,543 in legal services.	
6	 	Mr. Plotkin first became an NEO for the 2016 fiscal year. Mr. Plotkin was appointed as Senior Vice President and Chief Financial Officer on November 7, 2016.	
7	 	Mr. Gutierrez served as Interim President and Chief Executive Officer from December 2015 to May 2016. Mr. Gutierrez did not receive any compensation from the Company during this time.	
8	 	Mr. Andrews served as Executive Vice President and Chief Financial Officer from December 2012 to November 2016. Mr. Andrews did not receive any compensation from the Company during this time.	

Grants of Plan-Based Awards
Fiscal Year Ended December 31, 2016	

 	 	​	 	​	​	 	​	​	 	​

	ESTIMATED POSSIBLE
PAYOUTS UNDER NON-EQUITY
INCENTIVE PLAN AWARDS	 	​

	ESTIMATED FUTURE
PAYOUTS UNDER EQUITY
INCENTIVE PLAN AWARDS	 	​

	ALL OTHER
STOCK AWARDS:
NUMBER OF
SHARES OF
STOCK	 	​

	GRANT DATE
FAIR VALUE
OF STOCK
AND OPTION	 	
​	​	​	​	​	​	​	​	​	​	​	​	​ 	​	​	​ 	​	​	​	​	​	​ 	​	​	​ 	​	​	​	​	​	​	​	​	​	
NAME	 	AWARD
TYPE	 	​
	GRANT
DATE	 	​
	APPROVAL
DATE	 	​

	THRESHOLD1
($)	

 	​

	TARGET2
($)	

 	​
	MAXIMUM3
($)	 	​

	THRESHOLD
(#)	

 	​

	TARGET
(#)	

 	​
	MAXIMUM
(#)	 	​
	OR UNITS
(#)	 	​
	AWARDS
($) 4	 	
Christopher S. Sotos	 	Incentive	 	 	—	 	 	—	 	 	164,384	 	 	328,767	 	 	657,534	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	
 	 	RSU	 	 	8/8/2016	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 	 	—	 	 	—	 	 	80,192	 	 	1,425,012	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Chad Plotkin	 	Incentive	 	 	—	 	 	—	 	 	13,185	 	 	26,370	 	 	52,740	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	
 	 	RSU	 	 	11/7/2016	 	 	 	 	 	 	 	 	 	 	 	 	 	 	—	 	 	—	 	 	—	 	 	16,903	 	 	270,448	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Mauricio Gutierrez	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Kirkland B. Andrews	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	

1	 	Threshold non-equity incentive plan awards include annual incentive threshold payments, as presented in the CD&A. The amounts are pro-rated based on length of time employed by the Company.	
2	 	Target non-equity incentive plan awards include annual incentive target payments, as presented in the CD&A. The amounts are pro-rated based on length of time employed by the Company.	
3	 	Maximum non-equity incentive plan awards include annual incentive maximum payments, as presented in the CD&A. The amounts are pro-rated based on length of time employed by the Company.	
4	 	The Company uses the Class C common stock price on the date of grant as the fair value of the Company's RSUs.	

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EXECUTIVE COMPENSATION 46
Outstanding Equity Awards at Fiscal Year-End
Fiscal Year Ended December 31, 2016	

 	 	​	OPTION AWARDS	 	​
	STOCK AWARDS	 	
​	​	​	​	​ 	​	​	​ 	​	​	​ 	​	​	​	​	​	​ 	​	​	​ 	​	​	​ 	​	​	​ 	​	​	​ 	​	​	​	
 	 	​
	NUMBER OF	
 	​
	NUMBER OF	
 	​	 	 	​	 	 	​
	NUMBER OF	
 	​	 	 	​

	MARKET
VALUE OF	

 	​
	EQUITY INCENTIVE PLAN AWARDS	 	
​	​	​	​	​ 	​	​	​ 	​	​	​ 	​	​	​	​	​	​ 	​	​	​ 	​	​	​ 	​	​	​ 	​	​	​ 	​	​	​	
NAME	 	​

	SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
(#)
EXERCISABLE	

 	​

	SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
(#)
UNEXERCISABLE	

 	​

	OPTION
EXERCISE
PRICE
($)	

 	​

	OPTION
EXPIRATION
DATE	 	​

	SHARES OR
UNITS OF
STOCK THAT
HAVE NOT
VESTED
(#)	

 	​	​	 	​

	SHARES OR
UNITS OF
STOCK THAT
HAVE NOT
VESTED
($)	

 	​

	NUMBER OF
UNEARNED
SHARES THAT
HAVE
NOT VESTED
(#)	

 	​	​	 	​

	MARKET VALUE
OF UNEARNED
SHARES THAT
HAVE
NOT VESTED
($) 1 1	 	
Christopher S. Sotos	 	 	—	 	 	—	 	 	—	 	 	—	 	 	80,192	1	 	 	 	 	1,267,034	 	 	—	 	 	—	 	 	—	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Chad Plotkin	 	 	—	 	 	—	 	 	—	 	 	—	 	 	16,903	2	 	 	 	 	267,067	 	 	—	 	 	—	 	 	—	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Mauricio Gutierrez	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Kirkland B. Andrews	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	 	—	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	

1	 	This amount represents 4,812 RSUs that vested on January 2, 2017, 8,821 RSUs that will vest on January 2, 2018, and 66,559 RSUs that will vest on January 4, 2019. Upon vesting, the RSUs will convert into a corresponding number of shares of the Company's Class C common stock.	
2	 	This amount represents 7,099 RSUs that vested on January 4, 2017, 5,578 RSUs that will vest on January 4, 2018, and 4,226 RSUs that will vest on January 4, 2019. Upon vesting, the RSUs will convert into a corresponding number of shares of the Company's Class C common stock.	

Employment Agreements	
On August 8, 2016, the Company entered into an employment agreement with Mr. Sotos pursuant to which Mr. Sotos serves as the Company's President and Chief Executive Officer for the term that began on May 6, 2016 (the Effective Date) and ending on the date that his employment is terminated by either party.

The employment agreement entitled Mr. Sotos to an annual base salary of $500,000 for the period beginning on the Effective Date and ended on December 31, 2016. For each annual period thereafter, our Board will determine whether to increase Mr. Sotos' annual base salary.

The employment agreement provides that, beginning with the 2016 fiscal year, Mr. Sotos is eligible to receive an annual bonus at a target amount equal to 100% of base salary (the Annual Bonus), based on achievement of criteria determined by the Board with input from Mr. Sotos. The maximum award opportunity each year is 200% of the target amount. The Annual Bonus for 2016 was pro-rated based on the date of Mr. Sotos' employment by the Company.

The employment agreement provides that Mr. Sotos is eligible to participate in the LTIP, on such terms as are set forth in the plan. Mr. Sotos' target LTIP award for the 2017 fiscal year is 250% of base salary. On August 8, 2016, Mr. Sotos received a grant of 80,192 RSUs which will vest over a period of approximately two and a half years, and on January 3, 2017, Mr. Sotos received a grant of 26,274 RSUs, which will vest ratably over a three year period. Upon vesting, the RSUs will convert into a corresponding number of shares of the Company's Class C common stock. Also, on January 3, 2017, Mr. Sotos received a grant of 39,375 RPSUs, which will convert to shares of the Company's Class C common stock on January 3, 2020 based on the Company's TSR performance percentile rank, compared with the TSR performance of the Performance Peer Group.

In addition to the compensation and benefits described above, the employment agreement provides that Mr. Sotos will receive the following:•
Reimbursement for annual tax return preparation expenses and tax advice and financial planning, up to a maximum of $12,000 per year, and reimbursement for legal fees and expenses incurred in connection with negotiating the employment agreement and other agreements referenced therein, up to a maximum of $6,000;

•
Eligibility to participate in the Company's retirement plans, health and welfare plans, and disability insurance plans under the same terms, and to the same extent, as other senior management of the Company; and

•
Reimbursement for the costs of litigation or other disputes incurred in asserted any claims under the employment agreement, unless the court finds in favor of the Company.

The employment agreement also entitles him to certain severance payments and benefits in the event his employment terminates under certain circumstances. These severance payments and benefits are described and quantified under the section "Severance and Change-in-Control" below. In addition, under the employment agreement, the Company has agreed to indemnify Mr. Sotos against any claims arising as a result of his position with the Company to the maximum extent permitted by law.

The employment agreement includes non-competition and non-solicitation restrictions on Mr. Sotos during the term of his employment and for one year after his termination of employment. The employment agreement also includes confidentiality, indemnification obligations and intellectual property restrictions and an obligation for Mr. Sotos to cooperate with the Company in the event of any internal, administrative, regulatory, or judicial proceeding. The provisions of the employment agreement may only be

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EXECUTIVE COMPENSATION 47 ​

waived with the written consent of the Company and Mr. Sotos.

The Company has not entered into employment agreements with NEOs other than Mr. Sotos.
Severance and Change-in-Control	
Mr. Sotos, pursuant to his employment agreement, and Mr. Plotkin, pursuant to the CIC Plan are entitled to certain severance payments and benefits in the event of termination of employment under certain circumstances.
Mr. Sotos' Benefits	
Mr. Sotos will receive severance benefits if his employment is involuntarily terminated by the Company without cause or if he terminates employment for good reason, subject to Mr. Sotos executing a release of claims. If such a termination occurs prior to, or more than 24 months following, a change in control of the Company, the Company agrees to provide Mr. Sotos with the following severance benefits:•
A lump sum payment equal to no less than one and a half times Mr. Sotos' annual base salary in effect at the time of the Effective Date;

•
The target bonus opportunity for the Annual Bonus for the year of termination, paid 45 days after termination, which amount will be pro-rated based on the number of days during the year that he was employed by the Company;

•
Any unpaid bonus amount for the prior fiscal year to the extent not paid prior to the termination date; and

•
Reimbursement of COBRA premiums for 18 months after the date of termination, except that such coverage will be discontinued if Mr. Sotos becomes eligible for medical benefits from a subsequent employer or otherwise.

If Mr. Sotos' employment is terminated as described above within 24 months following a change in control of the Company, in lieu of the severance benefits set forth above, the Company agrees to provide Mr. Sotos with the following severance benefits:•
A lump sum payment of no less than three times the sum of (a) Mr. Sotos' base salary in effect at the Effective Date and (b) Mr. Sotos' target Annual Bonus for the year of termination;

•
A lump sum payment equal to the target bonus opportunity under the then-current bonus plan, which amount will be pro-rated based on the number of days during the year that he was employed by the Company;

•
Any unpaid bonus amount for the prior fiscal year to the extent not paid prior to the termination date; and

•
Reimbursement of COBRA premiums for 18 months after the date of termination, except that such coverage will be discontinued if Mr. Sotos becomes eligible for

medical benefits from a subsequent employer or otherwise.

If Mr. Sotos' employment is terminated as a result of his death or disability, the Company agrees to pay him an amount equal to the target Annual Bonus for the year of termination, which amount will be pro-rated based on the number of days during the year that Mr. Sotos' was employed by the Company. In addition, the Company will pay Mr. Sotos any unpaid bonus amount for the prior fiscal year to the extent not paid prior to the termination date.

If an excise tax under Section 4999 of the Code would be triggered by any payments under Mr. Sotos' employment agreement or otherwise upon a change in control, the Company will reduce such payments so that no amounts are subject to Section 4999 of the Code, if such reduction would cause the amount to be retained by Mr. Sotos to be greater than if Mr. Sotos were required to pay such excise tax.
Mr. Plotkin's Benefits	
Under the CIC Plan, Mr. Plotkin is entitled to the better of a change-in-control benefit, which shall be limited to $1 less than the amount subject to the excise tax under Section 4999 of the Code, or the full payment that is subject to the excise tax (which is then payable by him). Mr. Plotkin is also entitled to a general severance benefit equal to 1.5 times base salary in the event of involuntary termination without cause payable in a lump sum amount and reimbursement for COBRA benefits continuation cost for a period of 18 months.

The CIC Plan also provides a change-in-control benefit in the event that within 24 months following a change-in-control, Mr. Plotkin's employment is either involuntarily terminated by the Company without cause or voluntarily terminated by the executive for good reason. This change-in-control benefit consists of an amount equal to 2 times the sum of the executive's base salary plus the annual target incentive for the year of termination, payable in a lump sum amount; an amount equal to Mr. Plotkin's target bonus for the year of termination, prorated for the number of days during the performance period that Mr. Plotkin was employed by the Company; and reimbursement for COBRA benefits continuation cost for a period of 18 months.

As a condition of receiving severance or change-in-control benefits, Mr. Plotkin must execute a release of claims and acknowledge the restrictive covenants in the CIC Plan. Such restrictive covenants include non-competition, non-solicitation and non-disparagement covenants applicable for one year after termination, confidentiality and intellectual property obligations.
Definition of Change-in-Control	
In general, under Mr. Sotos' employment agreement and the CIC Plan, a "change-in-control" occurs in the event: (a) any person or entity other than NRG becoming the direct or indirect beneficial owner of 50% or more of the

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EXECUTIVE COMPENSATION 48 ​

Company's voting stock or obtains the power to, directly or indirectly, vote or cause to be voted 50% or more of the Company's capital stock entitled to vote in the election of directors, including by contract or through proxy, (b) directors serving on the Board as of a specified date cease to constitute at least a majority of the Board unless such directors are approved by a vote of at least two-thirds ( 2 / 3 ) of the incumbent directors, provided that a person whose assumption of office is in connection with an actual or threatened election contest or actual or threatened solicitation of proxies including by reason of agreement intended to avoid or settle such contest shall not be considered to be an incumbent director, (c) any reorganization, merger, consolidation, sale of all or substantially all of the assets of the Company or other transaction is consummated and the previous stockholders of the Company fail to own at least 50% of the combined voting power of the resulting entity or (d) the stockholders approve a plan or proposal to liquidate or dissolve the Company. An involuntary termination without "cause" means the NEO's termination by the Company for any reason other than the NEO's conviction of, or agreement to a plea of nolo contendere to, a felony or other crime involving moral turpitude, willful failure to perform his duties, willful gross neglect or willful gross misconduct or a breach of the confidentiality provisions in the CIC Plan (or in

Mr. Sotos' case, a material breach of his employment agreement). A voluntary termination for "good reason" means the resignation of the NEO in the event of a material reduction in his compensation or benefits, a material diminution in his title, authority, duties or responsibilities, or the failure of a successor to the Company to assume the CIC Plan. In the case of Mr. Sotos only, "good reason" also includes any material failure by the Company to comply with his employment agreement, his removal from the Board, the failure to elect him to the Board during any regular election, or a change in reporting structure of the Company requiring Mr. Sotos to report to anyone other than the Board.
Payments on Termination	
The amount of compensation payable to each NEO in each circumstance is shown in the table below, assuming that termination of employment occurred as of December 31, 2016, and including payments that would have been earned as of such date. The amounts shown below do not include benefits payable under the 401(k) plan. Messrs. Gutierrez and Andrews did not have any change in control or severance agreements and were not eligible for benefits under the CIC Plan at the time of termination of their employment.
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
NAMED EXECUTIVE OFFICER	 	​

	INVOLUNTARY
TERMINATION NOT
FOR CAUSE
($)	 	​

	VOLUNTARY
TERMINATION FOR
GOOD REASON
($)	 	​

	INVOLUNTARY NOT FOR
CAUSE OR VOLUNTARY
FOR GOOD REASON
FOLLOWING A
CHANGE IN
CONTROL
($)	 	​

	DEATH OR
DISABILITY
($)	 	
Christopher S. Sotos	 	 	1,109,831	 	 	1,109,831	 	 	4,337,222	 	 	1,634,926	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Chad Plotkin	 	 	556,064	 	 	—	 	 	1,286,017	 	 	297,874	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Mauricio Gutierrez	 	 	—	 	 	—	 	 	—	 	 	—	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	
Kirkland B. Andrews	 	 	—	 	 	—	 	 	—	 	 	—	 	
​	​	​	​	​	​	​	​	​	​	​	​	​	​	

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​

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION     
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION     
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE  49
Compensation Committee Report on Executive Compensation	
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis included in this Proxy Statement required by Item 402(b) of Regulation S-K with management and, based upon such review and discussion, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee:	

John F. Chlebowski, Chair
Brian R. Ford
Ferrell P. McClean	

Compensation Committee Interlocks and Insider Participation	
No member of our Compensation Committee has served as one of our officers or employees at any time. None of our executive officers serves as a member of the compensation committee of any other company that has an executive officer serving as a member of the Board. None of our executive officers serves as a member of the board of directors of any other company that has an executive officer serving as a member of our Compensation Committee.
Section 16(A) Beneficial Ownership Reporting Compliance	
Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of securities ownership and changes in such ownership with the SEC. Officers, directors and greater than ten percent stockholders also are required by SEC rules to furnish us with copies of all Section 16(a) forms they file.

Based solely upon a review of the copies of such forms furnished to us and any written representations that no Forms 5 were required, we believe that all Section 16(a) filing requirements were timely met during the 2016 fiscal year.

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​

AUDIT COMMITTEE REPORT 50
Audit Committee Report

The primary purpose of the Audit Committee is to assist the Board in its general oversight of the Company's financial reporting process. The Audit Committee's function is more fully described in its charter, which the Board has adopted. The Audit Committee reviews the charter on an annual basis. The Board annually reviews the New York Stock Exchange listing standards' definition of independence for audit committee members and has determined that each member of the Audit Committee meets that standard. The Board has also determined that in 2016 each of the three members of the Audit Committee, John F. Chlebowski, Ferrell P. McClean and Brian R. Ford, meets the requirements of an "audit committee financial expert."

Management is responsible for the preparation, presentation, and integrity of the Company's financial statements, accounting and financial reporting principles, internal control, and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations.

The Company's independent registered public accounting firm for the fiscal year 2016, KPMG LLP, is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial

statements with Generally Accepted Accounting Principles and auditing the Company's internal control over financial reporting.

The Audit Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended December 31, 2016 with the Company's management and has discussed with KPMG LLP the matters required to be discussed by the PCAOB Auditing Standard No. 1301, as amended, "Communication with Audit Committees." In addition, KPMG LLP has provided the Audit Committee with the written disclosures and the letter required by PCAOB Auditing Standard No. 1301, as amended, "Communication with Audit Committees," and the Audit Committee has discussed with KPMG LLP their independence. The Audit Committee also reviewed, and discussed with management and KPMG LLP, management's report and KPMG LLP's report and attestation on internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.

Based on these reviews and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, for filing with the Securities and Exchange Commission.

Audit Committee:

Brian R. Ford, Chair
John F. Chlebowski
Ferrell P. McClean

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​

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 51
Independent Registered Public Accounting Firm
Audit and Nonaudit Fees	
The following table presents fees for professional services rendered by KPMG LLP, our principal independent registered public accounting firm, for the years ended December 31, 2016, and December 31, 2015.
 	 	 	 	 	 	 	 	
 	 	​

	YEAR ENDED
DECEMBER 31,	 	
​	​ 	​	​	​ 	​	​	​	
 	
 	​
	2016	
 	​	2015	 	
 	 	​	(IN THOUSANDS)	 	
Audit Fees	 	 	$2,954	 	 	$2,280	 	
Audit-Related Fees	 	 	—	 	 	—	 	
Tax Fees	 	 	79	 	 	261	 	
All Other Fees	 	 	—	 	 	—	 	
​	​	​	​	​	​	​	​	
Total	 	 	$3,033	 	 	$2,541	 	
​	​	​	​	​	​	​	​	

Audit fees	
For 2016 and 2015 audit services, KPMG LLP billed us approximately $2,954,000 and $2,280,000, respectively, for the integrated audit of the Company's consolidated financial statements, internal control over financial reporting, and the review of the Company's quarterly consolidated financial statements on Form 10-Q that are customary under the standards of the Public Company Accounting Oversight Board (United States), and in connection with subsidiary financial statement audits and the issuance of comfort letters and consents in connection with debt offerings.
Audit-Related Fees	
For 2016 and 2015, there were no audit-related fees billed to us by KPMG LLP.
Tax Fees	
For 2016 tax fees, KPMG LLP billed us approximately $79,000 for tax compliance. For 2015 tax fees, KPMG LLP billed us approximately $261,000 for tax compliance.
All Other Fees	
There were no other fees billed to us by KPMG LLP for 2016 or 2015.
Policy on Audit Committee Pre-Approval	
The Audit Committee is responsible for appointing, setting compensation for, and overseeing the work of the independent registered public accounting firm. The Audit Committee has established a policy regarding pre-approval of all audit and permissible nonaudit services provided by the independent registered public accounting firm.

The Audit Committee will annually review and pre-approve services that are expected to be provided by the independent registered public accounting firm. The term of the pre-approval will be 12 months from the date of the pre-approval, unless the Audit Committee approves a shorter time period. The Audit Committee may periodically amend and/or supplement the pre-approved services based on subsequent determinations.

Unless the Audit Committee has pre-approved Audit Services or a specified category of nonaudit services, any engagement to provide such services must be pre-approved by the Audit Committee if it is to be provided by the independent registered public accounting firm. The Audit Committee must also pre-approve any proposed services exceeding the pre-approved budgeted fee levels for a specified type of service.

The Audit Committee has authorized its Chair to pre-approve services in amounts up to $100,000 per engagement. Engagements exceeding $100,000 must be approved by the full Audit Committee. Engagements pre-approved by the Chair are reported to the Audit Committee at its next scheduled meeting.

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QUESTIONS AND ANSWERS 52
Questions and Answers

What is the Purpose of the Annual Meeting?	
The purpose of the Annual Meeting is to:

1.
elect seven directors;

2.
approve NRG Yield's Annual Incentive Plan for Designated Corporate Officers;

3.
approve, on a non-binding advisory basis, NRG Yield's executive compensation;

4.
approve, on a non-binding advisory basis, the frequency of the vote to approve NRG Yield's executive compensation;

5.
ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2017 fiscal year; and

6.
conduct such other business as may properly come before the Annual Meeting and any adjournment or postponement.

Other than these proposals, the Board is not aware of any other matters to be presented for a vote at the Annual Meeting.
Who is Entitled to Vote at the Annual Meeting?	
All of our stockholders may attend the Annual Meeting. However, only stockholders who owned our Class A, Class B, Class C or Class D common stock at the close of business on March 3, 2017, the record date for the Annual Meeting, or their duly appointed proxies, are entitled to vote at the Annual Meeting.

Many stockholders hold their shares through a stockbroker, bank, trustee or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially:•
Stockholder of Record—If your shares are registered directly in your name with our transfer agent, Computershare, you are considered the stockholder of record of those shares.

•
Beneficial Owner—If your shares are held in a stock brokerage account, or by a bank, trustee, or other nominee, you are considered the beneficial owner of shares held in "street name." As the beneficial owner,

you have the right to direct your broker, trustee or nominee on how to vote and you are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the Annual Meeting, unless you follow the procedures of your broker, trustee or nominee for obtaining a legal proxy. Your broker, trustee, or nominee is obligated to provide you with a voting instruction card for you to use to vote in person at the Annual Meeting.
How Many Votes Do I Have?	
You have one vote for each share of our Class A or Class B common stock you owned as of the record date for the Annual Meeting. You have 1/100 th  of one vote for each share of our Class C or Class D common stock you owned as of the record date for the Annual Meeting. Holders of shares of our Class A, Class B, Class C and Class D common stock vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise provided by applicable law. NRG, through its ownership of our Class B and Class D common stock, held approximately 55.1% of the combined voting power of our common stock as of the record date.
What are the Board's Recommendations?	
The Board recommends a vote:

1.
FOR the election of the director nominees;

2.
FOR the AIP Proposal;

3.
FOR the Say on Pay Proposal;

4.
ONE YEAR for the frequency of the Say on Pay Proposal; and

5.
FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2017 fiscal year.

If you grant a proxy and any additional matters are properly presented for a vote at the Annual Meeting, either of the persons named as proxy holders, Christopher S. Sotos or Brian E. Curci, will have the discretion to vote your shares.

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QUESTIONS AND ANSWERS 53 ​
How Many Votes Must Be Present to Hold the Annual Meeting?	
We will have a quorum, and will be able to conduct the business of the Annual Meeting, if the holders of a majority in voting power of the outstanding shares of our Class A, Class B, Class C and Class D common stock entitled to vote at the Annual Meeting are represented in person or by proxy at the Annual Meeting. As of the record date, there were 78,380,287 votes entitled to be cast in the aggregate by the holders of all shares of our common stock outstanding, consisting of:•
34,586,250 shares of our Class A common stock (representing the same number of votes);

•
42,738,750 shares of our Class B common stock (representing the same number of votes);

•
62,789,804 shares of our Class C common stock (representing 627,899 votes); and

•
42,738,750 shares of our Class D common stock (representing 427,388 votes).

The presence of holders entitled to cast at least 39,190,145 votes will be required to establish a quorum. Both abstentions and broker non-votes, if any, are counted as present for determining the presence of a quorum. For more information regarding the treatment of abstentions and broker non-votes, see "What are abstentions and broker non-votes and how are they treated?"
What Vote is Required to Approve Each Proposal?	

1.
Election of Directors—The nominees for election as directors at the Annual Meeting will be elected by the vote of a plurality in voting power of the shares of our Class A, Class B, Class C and Class D common stock entitled to vote on the election, voting as a single class, represented in person or by proxy at the Annual Meeting. This means the director nominees receiving the highest number of affirmative votes will be elected as directors. Votes withheld from a director nominee will have no effect on the election of the director from whom votes are withheld.

2.
AIP Proposal—This proposal requires the affirmative vote of the majority in voting power of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal.

3.
Say on Pay Proposal—This proposal requires the affirmative vote of the majority in voting power of the shares of our common stock present in person or represented by proxy at the Annual Meeting and

entitled to vote on the proposal. While this is an advisory vote, the Board and the Compensation Committee value the opinions of stockholders and if there are a significant number of votes against this proposal, the Board and the Compensation Committee will consider stockholders' concerns and evaluate actions necessary to address those concerns.

4.
Say on Frequency Proposal—This proposal requires the affirmative vote of the majority in voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal for one of the frequency options (one, two or three years). If none of the frequency options receive the affirmative vote of the majority in voting power of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal, the frequency option that receives the highest number of votes cast will be considered to be the frequency selected by stockholders. Although this vote is advisory and therefore not binding on the Company, the Board and the Compensation Committee value the opinions of stockholders and will consider the outcome of this advisory vote.

5.
Ratification of KPMG LLP's Appointment—This proposal requires the affirmative vote of a majority in voting power of the shares of our common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. If the selection of KPMG LLP as our independent registered public accounting firm is not ratified, the Audit Committee will reconsider its selection.
What are Abstentions and Broker Non-Votes and How Are They Treated?	
An abstention occurs when a stockholder or its proxy is present at the meeting and entitled to vote on a proposal but either expressly abstains or does not vote on the proposal. A "broker non-vote" occurs when a broker has not received voting instructions from the beneficial owner with respect to the proposal and the broker does not have discretionary authority to vote the shares because the proposal is non-routine. Brokers who do not receive instructions from the beneficial owner are entitled to vote on the ratification of KPMG LLP's appointment for the 2017 fiscal year, but not on the election of directors, AIP Proposal, Say on Pay Proposal or Say on Frequency Proposal. Broker non-votes and abstentions, if any, will be treated as follows with respect to votes on each of the proposals:

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QUESTIONS AND ANSWERS 54 ​
 	 	 	 	 	
Proposal	 	Treatment of Abstentions	 	Treatment of Broker Non-Votes	
1. Election of Directors	 	No effect on this proposal.	 	No effect on this proposal.	
​	​	​	​	​	
2. AIP Proposal	 	Counted toward the tabulation of votes on this proposal and will have the same effect as a vote AGAINST this proposal	 	No effect on this proposal.	
​	​	​	​	​	
3. Say on Pay Proposal	 	Counted toward the tabulation of votes on this proposal and will have the same effect as a vote AGAINST this proposal	 	No effect on this proposal.	
​	​	​	​	​	
4. Say on Frequency Proposal	 	Counted toward the tabulation of votes on this proposal and will have the same effect as a vote AGAINST this proposal	 	No effect on this proposal.	
​	​	​	​	​	
5. Ratification of KPMG LLP's Appointment	 	Counted toward the tabulation of votes on this proposal and will have the same effect as a vote AGAINST this proposal.	 	Not applicable since brokers have discretionary authority to vote on this proposal.	
​	​	​	​	​	

How Do I Vote?	
If you hold shares of Class A, Class B, Class C or Class D common stock directly as the stockholder of record, you may vote in person, by granting a proxy or, if you hold shares in street name (through a bank, broker, trustee or other nominee), by submitting voting instructions to your bank, broker, trustee, or nominee. You may vote over the Internet, by telephone, by mail if you have a paper copy of the proxy materials, or in person at the Annual Meeting. Please refer to the summary instructions below and those included on your proxy card or, for shares held in street name, the voting instruction card included by your bank, broker, trustee, or nominee.•
Vote By Internet:  If you have Internet access, you may submit your proxy from any location in the world 24 hours a day, 7 days a week, up until 11:59 p.m., Eastern Time on April 24, 2017 by visiting the website provided on the Notice of Internet Availability of Proxy Materials (Notice of Availability) or voting instruction card. If you vote by using the Internet, you do not need to return your proxy card or voting instruction card.

•
Vote By Telephone:  If you live in the United States, you may use any touch-tone telephone to vote your proxy toll-free 24 hours a day, 7 days a week, up until 11:59 p.m., Eastern Time on April 24, 2017. The telephone number is printed on your proxy card or voting instruction card. If you vote by telephone, you do not need to return your proxy card or voting instruction card.

•
Vote By Mail:  If you received or requested a paper copy of the materials, you may submit your proxy by signing your proxy card or, for shares held in street name, the voting instruction card included by your broker, trustee, or nominee, and mailing it in the enclosed, postage-paid, addressed envelope. If you provide specific voting instructions, your shares will be voted as you instruct. If you sign, but do not provide instructions, your shares will be voted as the Board recommends. Mark, sign, and date your proxy card and return it in the postage-paid envelope provided as soon as possible so that it is received by the Company prior to April 25, 2017, the Annual Meeting date.
•
Vote In Person:  If you are a record holder or beneficial owner of shares held in street name who has received a legal proxy, and you are planning to attend the Annual Meeting and wish to vote your shares in person, we will give you a ballot at the meeting. Record holders, beneficial owners and legal proxy holders should refer to "What should I bring to the Annual Meeting if I attend in person?" below for the Annual Meeting admission and voting requirements. Stockholders holding shares in a joint account may attend the meeting if they provide proof of joint ownership, and if each stockholder follows the admission requirements described below.
May I Change My Vote?	
You may change your proxy instructions or revoke your proxy at any time prior to the vote at the Annual Meeting. For shares held directly in your name, you may accomplish this by: (a) delivering a written notice of revocation bearing a later date than the proxy being revoked, (b) signing and delivering a later dated written proxy relating to the same shares, or (c) attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy). For shares held in street name, you may change your vote by submitting new voting instructions to your broker, trustee, or nominee, or by obtaining a legal proxy from your broker and voting your shares by ballot at the Annual Meeting.
What Should I Bring to the Annual Meeting If I Attend In Person?	
Registration for the Annual Meeting will begin at 8 a.m., Eastern Time. Please allow ample time for check-in. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the Annual Meeting. For admission to the Annual Meeting, all stockholders must provide personal identification (such as a driver's license or passport), as well as the following:

If you are a record holder (i.e., you hold your shares through our transfer agent, Computershare), you must bring either a copy of the proxy card you received as part of your proxy materials, a copy of your Computershare

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QUESTIONS AND ANSWERS 55 ​

account statement indicating your ownership of our common stock as of the record date, or the Notice of Availability, if you received one.

If you hold your shares in street name (i.e., through a bank, broker, trustee or other nominee), you must bring either the voting instruction card you received from your bank, trustee, broker or other nominee as part of your proxy materials, a copy of your brokerage statement indicating your ownership of our common stock as of the record date, or the Notice of Availability, if you received one.

If you are not a stockholder, but are attending the meeting as proxy for a stockholder, you must bring a valid legal proxy. If you attend as a proxy for a record holder, you must present a valid legal proxy from the record holder to you. If you attend as a proxy for a street name holder, you must present a valid legal proxy from the record holder (i.e., the bank, broker, trustee or other nominee) to the street name holder that is assignable, as well as a valid legal proxy from the street name holder to you. Stockholders may only appoint one proxy holder to attend the Annual Meeting on their behalf.
How Can I Vote At the Annual Meeting If I Attend in Person?	
If you are a record holder (i.e., you hold your shares through our transfer agent, Computershare) and wish to vote your shares in person at the Annual Meeting , you will need to bring proof of ownership as described above and a ballot will be provided to you at the Annual Meeting.

If you hold your shares in street name (i.e., through a bank, broker or other nominee) and wish to vote your shares in person at the Annual Meeting , you will need to ask your bank, broker or other nominee to furnish you with a legal proxy. You will need to bring proof of ownership as described above and the legal proxy with you to the Annual Meeting and hand it in with a signed ballot that will be provided to you at the Annual Meeting. You will not be able to vote your shares at the Annual Meeting without a legal proxy. If you do not have a legal proxy, you can still attend the Annual Meeting but you will not be able to vote your shares at the Annual Meeting. Accordingly, we encourage you to vote your shares in advance, even if you intend to attend the Annual Meeting. Please note that if you request a legal proxy, any previously executed proxy will be revoked, and your vote will not be counted unless you appear at the Annual Meeting and vote in person or legally appoint another proxy to vote on your behalf.
What Happens If I Do Not Provide Instructions as to How to Vote?	
If you sign your proxy card or voting instruction card with no further instructions, your shares will be voted in accordance with the recommendations of the Board.
Where Can I Obtain the List of Stockholders Entitled to Vote?	
The names of stockholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and for ten days prior to the meeting for any purpose germane to the Annual Meeting, between the hours of 8:30 a.m. and 5:00 p.m., Eastern Time, at our principal executive offices at 804 Carnegie Center, Princeton, New Jersey 08540. Please contact our Corporate Secretary if you wish to review the list of stockholders at our principal executive offices.
Who Pays the Cost of Solicitation of Proxies?	
We will pay for the cost of preparing, assembling, printing, mailing and distributing these proxy materials. Our directors, officers and certain employees of NRG may solicit proxies or votes in person, by telephone, or by electronic communication. Such individuals will not receive any additional compensation for these solicitation activities. We have retained MacKenzie Partners, Inc. to assist us in soliciting your proxy for an estimated fee of $15,000, plus reasonable out-of-pocket expenses. We will also reimburse brokerage houses and other custodians, nominees, and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and other solicitation materials to beneficial owners of our common stock.
Who is the Company's Transfer Agent?	
Our transfer agent is Computershare. All communications concerning stockholder inquiries can be handled by contacting NRG Yield, Inc. c/o Computershare, Computershare Investor Services, P.O. Box 30170, College Station, Texas 77842-3170, or by telephone at 1-877-498-8861, or 1-781-575-2725 (outside the U.S. and Canada), or 1-800-952-9245 (Hearing Impaired-TTY). Their website is http://www.computershare.com . Certificates for transfer and address changes should be sent to Computershare, P.O. Box 30170, College Station, Texas 77842-3170.
Why Did I Receive a One-Page Notice In the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials?	
Pursuant to rules adopted by the SEC, we are using the Internet as the primary means of furnishing proxy materials to stockholders. Accordingly, we are sending the Notice of Availability to our stockholders. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice of Availability or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice of Availability. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We encourage stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our annual meetings.

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QUESTIONS AND ANSWERS 56 ​
Where Can I Find Directions To the Annual Meeting?	
Directions to the Annual Meeting can be found at the Hyatt Regency Princeton's website at http://www.princeton. regency.hyatt.com/en/hotel/our-hotel/map-and-directions.html.
What is "Householding"?	
We have adopted a procedure approved by the SEC called "householding." Under this procedure, multiple stockholders who share the same last name and address and do not participate in electronic delivery will receive only one copy of the proxy materials or the Notice of Availability. We have undertaken householding to reduce our printing costs and postage fees. Stockholders may elect to receive individual copies of the proxy materials or Notice of Availability at the same address by contacting Broadridge Financial Solutions, Inc. by telephone at 1-866-540-7095, by mail at Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717, or by e-mail at sendmaterial@proxyvote.com . Stockholders who are receiving individual copies of such materials, and who would like to receive single copies at a shared address, may contact Broadridge Financial

Solutions, Inc. with this request by using the contact information provided above.
How Can I Request Additional Materials?	
Stockholders may request additional copies of the proxy materials or Notice of Availability by contacting Broadridge Financial Solutions, Inc. by telephone at 1-800-579-1639 or by e-mail at sendmaterial@proxyvote.com .
Whom Should I Call If I Have Questions About the Annual Meeting?	
If you have any questions or need any assistance in voting your shares, please contact our proxy solicitor:

MacKenzie Partners, Inc.
105 Madison Avenue,
New York, NY 10016

Toll Free: (800) 322-2885
Collect: (212) 929-5500
Fax: (212) 929-0308
Email: proxy@mackenziepartners.com

***

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REQUIREMENTS FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2018 ANNUAL MEETING OF STOCKHOLDERS 57
Requirements for Submission of Stockholder
Proposals for the 2018 Annual Meeting
of Stockholders

Stockholder Proposals for Inclusion in the Company's Proxy Statement for the 2018 Annual Meeting of Stockholders	

DEADLINE	
In order for a stockholder proposal to be considered for inclusion in our Proxy Statement for the 2018 Annual Meeting, our Corporate Secretary must receive the proposal no later than the close of business on November 16, 2017, which is the 120th day prior to the first anniversary of the date on which this Proxy Statement was first released to our stockholders in connection with the 2017 Annual Meeting. If we change the date of the 2018 Annual Meeting by more than 30 days from the anniversary of this year's Annual Meeting, stockholder proposals must be received a reasonable time before we begin to print and mail the proxy materials for the 2018 Annual Meeting in order to be considered for inclusion in our Proxy Statement.
METHOD OF SUBMITTING PROPOSALS	
Proposals must be sent via registered, certified, or express mail (or other means that allows the stockholder to determine when the proposal was received by the Corporate Secretary) to the Corporate Secretary, NRG Yield, Inc., 804 Carnegie Center, Princeton, New Jersey 08540. Proposals must contain the information required under our Bylaws, a copy of which is available upon request to our Corporate Secretary, and also must comply with the SEC's regulations regarding the inclusion of stockholder proposals in Company sponsored proxy materials.
Stockholder Proposals or Stockholder Nomination of Director to be Brought at the 2018 Annual Meeting (Without Including in the Company's Proxy Statement)	
Alternatively, stockholders intending to present a proposal or nominate a director for election at the 2018 Annual Meeting without having the proposal or nomination included in our Proxy Statement must comply with the requirements set forth in our Bylaws and summarized below.
DEADLINE	
Our Bylaws require, among other things, that our Corporate Secretary receive the proposal or nomination no earlier than the close of business on the 120th day, and no later than the close of business on the 90th day, prior to the first anniversary of this year's Annual Meeting, unless the 2018 Annual Meeting is more than 30 days before or more than 70 days after such anniversary date. For our 2018 Annual Meeting, our Corporate Secretary must receive the proposal or nomination no earlier than December 26, 2017 and no later than the close of business on January 25, 2018, unless the 2018 Annual Meeting is held earlier than March 26, 2018 or later than July 4, 2018, in which case the proposal or nomination should be received no earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of (a) the 90th day prior to the date of the 2018 Annual Meeting or (b) the 10th day following the day on which the date of the 2018 Annual Meeting is first publicly announced by the Company.
INFORMATION REQUIRED	
The proposal or nomination must contain the information required by the Bylaws, a copy of which is available upon request to our Corporate Secretary. If the stockholder does not meet the applicable deadlines or comply with the requirements of SEC Rule 14a-4, we may exercise discretionary voting authority under proxies we solicit to vote, in accordance with our best judgment, on any such proposal.

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APPENDIX A	

NRG Yield, Inc.
Annual Incentive Plan
for Designated Corporate Officers	
1.
Definitions. When the following terms are used herein with initial capital letters, they shall have the following meanings:

1.1
Base Pay—as determined by Compensation Committee.

1.2
Code—the Internal Revenue Code of 1986, as it may be amended from time to time, and any proposed, temporary or final Treasury Regulations promulgated thereunder.

1.3
Company—NRG Yield, Inc., a Delaware corporation, and any of its affiliates that adopt this Plan.

1.4
Company Performance Factor—The Company Performance Factor shall be directly and specifically tied to one or more of the following business criteria, determined with respect to the Company: consolidated pre-tax earnings; net or gross revenues; net earnings; operating income; earnings before interest and taxes; earnings before interest, taxes, depreciation, and amortization; cash flow; return on equity; return on net assets employed; earnings per share; fleet in-market availability; safety criteria; environmental criteria; revenue growth; cash flow from operations; net income, diluted or basic; return on sales; return on assets; earnings per share from continuing operations, diluted or basic; earnings from continuing operations; net asset turnover; capital expenditures; income from operations; income before income taxes; gross or operating margin; return on total assets; return on invested capital; return on investment; return on revenue; market share; economic value added; cost of capital; expense reduction levels; stock price; productivity; customer satisfaction; employee satisfaction; and total shareholder return for the applicable Performance Period, all as computed in accordance with Generally Accepted Accounting Principles (if relevant) as in effect from time to time and as applied by the Company in the preparation of its financial statements and subject to such other special rules and conditions as the Compensation Committee may establish at any time ending on or before the 90th day of the applicable Performance Period. For any Performance Period, Performance Factors may be determined on an absolute basis or relative to internal goals or relative to levels attained in years prior to such Performance Period or related to other companies or indices or as ratios expressing relationships between two or more Performance Factors. Performance Factors may be in respect of the performance of the

Company, any of its subsidiaries or affiliates or any combination thereof on either a consolidated, business unit or divisional level. Performance Factors may be absolute or relative (to prior performance of the Company or to the performance of one or more other entities or external indices) and may be expressed in terms of a progression within a specified range. The foregoing criteria shall have any reasonable definitions that the Committee may specify, which may include or exclude any or all of the following items, as the Committee may specify: unusual or non-recurring items; effects of accounting changes; effects of currency fluctuations; effects of financing activities (e.g., effect on earnings per share of issuing convertible debt securities); expenses for restructuring, productivity initiatives or new business initiatives; non-operating items; acquisition expenses; and effects of divestitures. Such Performance Factors shall constitute the sole business criteria upon which the performance goals under this Plan shall be based.

1.5
Compensation Committee—a committee comprised solely of two or more members of the Board of Directors of NRG Yield, Inc., each of whom is an "outside director" within the meaning of Section 162(m) of the Code and a "Non-Employee Director" within the meaning of Rule 16b-3 under the Exchange Act.

1.6
Legal Representative—shall mean a guardian, legal representative, or other person acting in a similar capacity with respect to a Participant.

1.7
Participant—the President and Chief Executive Officer, and any of the Officers of the Company who are designated by the Compensation Committee at any time ending on or before the 90th day of each Performance Period as Participants in this Plan.

1.8
Performance Period—the twelve consecutive month period which coincides with the Company's fiscal year.

1.9
Targeted Bonus Percentage—the percentage identified by the Compensation Committee.

2.
Administration.

2.1
Compensation Committee. The Compensation Committee shall administer the Plan.

2.2
Determinations Made Prior to Each Performance Period. At any time ending on or before the

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APPENDIX A A-2 ​

90th day of each Performance Period, the Compensation Committee shall:

(a)
designate Participants for that Performance Period;

(b)
establish Targeted Bonus Percentages for the Performance Period;

(c)
establish Company Performance Factors for the Performance Period.

2.3
Certification. Following the close of each Performance Period and prior to payment of any bonus under the Plan, the Compensation Committee must certify in writing that the Company Performance Factor and all other factors upon which a bonus is based have been attained.

2.4
Stockholder Approval. The material terms of this Plan shall be disclosed to and approved by the stockholders of the Company in accordance with Section 162(m) of the Code.

3.
Bonus Payment.

3.1
Formula. Each Participant shall receive a bonus payment for each Performance Period in an amount not greater than:

(a)
the Participant's Base Pay for the Performance Period.

(b)
the Participant's Targeted Bonus Percentage for the Performance Period.

(c)
the Participant's Company Performance Factor for the Performance Period.

3.2
Limitations.

(a)
No payment if Company Performance Factor not achieved. In no event shall any Participant receive a bonus payment hereunder if the Company Performance Factor and all other factors on which the bonus payment is based is not achieved during the Performance Period.

(b)
No payment in excess of pre-established amount. No Participant shall receive a bonus payment under this Plan for any Performance Period in excess of $5,000,000.

(c)
Compensation Committee may reduce bonus payment. The Compensation Committee retains sole discretion to reduce the amount of or eliminate any bonus otherwise payable under this Plan.

3.3
Claw back.

(a)
If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, then any participant who has been paid a bonus under this Plan based upon or affected by the restated financial

report shall be required, at the discretion of the Board, to reimburse the Company for all or any portion of such bonus paid to such participant.

4.
Amendments and Termination. The Compensation Committee may amend this Plan prospectively at any time and for any reason deemed sufficient by it without notice to any person affected by this Plan and may likewise terminate or curtail the benefits of this Plan both with regard to persons expecting to receive benefits hereunder in the future and persons already receiving benefits at the time of such action.

5.
Miscellaneous.

5.1
Effective Date. The effective date of this Plan shall be January 1, 2017.

5.2
Term of the Plan. Unless the Plan shall have been discontinued or terminated, the Plan shall terminate on January 1, 2027. No bonus shall be granted after the termination of the Plan; provided, however, that a payment with respect to a Performance Period which begins before such termination may be made thereafter. In addition, the authority of the Compensation

Committee to amend the Plan, shall extend beyond the termination of the Plan.

5.3
Headings. Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.

5.4
Applicability to Successors. This Plan shall be binding upon and inure to the benefit of the Company and each Participant, the successors and assigns of the Company, and the beneficiaries, personal representatives and heirs of each Participant. If the Company becomes a party to any merger, consolidation or reorganization, this Plan shall remain in full force and effect as an obligation of the Company or its successors in interest.

5.5
Employment Rights and Other Benefits Programs. The provisions of this Plan shall not give any Participant any right to be retained in the employment of the Company. In the absence of any specific agreement to the contrary, this Plan shall not affect any right of the Company, or of any affiliate of the Company, to terminate, with or without cause, the participant's employment at any time. This Plan shall not replace any contract of employment, whether oral, or written, between the Company and any Participant, but shall be considered a supplement thereto. This Plan is in addition to, and not in lieu of, any other employee benefit plan or program in which any Participant may be or become eligible to participate by reason of employment with the Company. Receipt of

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APPENDIX A A-3 ​

benefits hereunder shall have such effect on contributions to and benefits under such other plans or programs as the provisions of each such other plan or program may specify.

5.6
Governing Law. The place of administration of the Plan shall be in the State of Delaware. The corporate law of the State of Delaware shall govern issues relating to the validity and issuance of shares of Common Stock. Otherwise, the Plan shall be construed and administered in accordance with the laws of the State of Delaware, without giving effect to principles relating to conflict of laws.

5.7
Severability. If any provision of the Plan is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction such provision

shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Compensation Committee, materially altering the purpose or intent of the Plan, such provision shall be stricken as to such jurisdiction, and the remainder of the Plan shall remain in full force and effect.

5.8
Qualified Performance Based Compensation. All of the terms and conditions of the Plan shall be interpreted in such a fashion as to qualify all compensation paid hereunder to the maximum extent possible as qualified performance-based compensation within the meaning of Section 162(m) of the Code.

 
VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time, on April 24, 2017, the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time, on April 24, 2017, the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. NRG YIELD, INC. C/O OFFICE OF GENERAL COUNSEL 804 CARNEGIE CENTER PRINCETON NJ 08540-6213 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the The Board of Directors recommends a vote FOR all the nominees listed. nominee(s) on the line below. 0 0 0 1. Election of Directors: Nominees 01) Mauricio Gutierrez 06) Ferrell P. McClean 02) John F. Chlebowski 07) Christopher S. Sotos 03) Kirkland B. Andrews 04) John Chillemi 05) Brian R. Ford The Board of Directors recommends you vote FOR The Board of Directors recommends you vote FOR Proposals 2 and 3. For 0 0 2 years 0 Against 0 0 3 years 0 Abstain 0 0 Abstain 0 Proposal 5. ForAgainst Abstain 0 0 0 2. To approve NRG Yield's Annual Incentive Plan for Designated Corporate Officers. 3. To approve, on a non-binding advisory basis, NRG Yield's executive compensation. The Board of Directors recommends you 5. To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the 2017 fiscal year. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. vote 1 YEAR on the following proposal 4. 1 year 0 4. To approve, on a non-binding advisory basis, the frequency of the vote to approve NRG Yield's executive compensation. 0 For address change/comments, mark here. (see reverse for instructions) Please indicate if you plan to attend this meeting Yes 0 No 0 Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title as such. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000317959_1 R1.0.1.15

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report is/ are available at www.proxyvote.com NRG YIELD, INC. ANNUAL MEETING OF STOCKHOLDERS April 25, 2017 9:00 A.M. (Eastern Time) Hyatt Regency Princeton 102 Carnegie Center Princeton, NJ 08540 This Proxy/Voting Instruction Card is Solicited on Behalf of the Board of Directors of NRG Yield, Inc. for the 2017 Annual Meeting of Stockholders. The undersigned hereby constitutes and appoints Christopher S. Sotos and Brian E. Curci, and each of them, attorneys and proxies with full power of substitution, to represent the undersigned and to vote all shares of Class A common stock, $0.01 par value, Class B common stock, $0.01 par value, Class C common stock, $0.01 par value and Class D common stock, $0.01 par value, of NRG Yield, Inc. (the "Company"), that the undersigned would be entitled to vote if personally present at the 2017 Annual Meeting of Stockholders of the Company, to be held on April 25, 2017, at 09:00 AM (Eastern Time) at the Hyatt Regency Princeton, 102 Carnegie Center, Princeton, NJ 08540, and at any adjournments or postponement thereof (the "Meeting"), as herein specified and in such proxyholder's discretion upon any other matter that may properly come before the Meeting including, without limitation, to vote on the election of such substitute nominees as such proxies may select in the event nominee(s) named on their card become(s) unable to serve as director. By granting this proxy, the undersigned hereby revokes any proxy previously granted by the undersigned. THIS PROXY WILL BE VOTED AS DIRECTED. IF NOT OTHERWISE DIRECTED, THIS PROXY WILL BE VOTED "FOR" THE NOMINEES LISTED UNDER PROPOSAL 1 AND "FOR" PROPOSALS 2, 3 AND 5, AND "1 YEAR" ON PROPOSAL 4. Address change/comments: (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) (Continued and to be signed on reverse side) 0000317959_2 R1.0.1.15