1015-00001 · Graymont Brothers Inc · Registration Statement

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MANAGEMENT AND BOARD OF DIRECTORS

The following tables and biographical information set forth the names, ages, positions, and backgrounds of the directors and executive officers of Calloway-Briggs Renewables Inc., a Delaware corporation ("CBR," the "Company," "we," "us," or "our"), as of the date of this prospectus. Unless otherwise indicated, the business address for each of the individuals listed below is the Company's principal executive offices, located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746. Each of our directors serves in accordance with our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each to be effective upon the closing of this offering, and in accordance with the Amended and Restated Stockholders' Agreement described elsewhere in this prospectus. Each of our executive officers serves at the discretion of our Board of Directors, subject to the terms of any applicable employment agreement. There are no arrangements or understandings between any director or executive officer and any other person pursuant to which he or she was or is to be selected as a director or officer, other than the Amended and Restated Stockholders' Agreement described under "Certain Relationships and Related Party Transactions."

1. Directors and Executive Officers

The following table sets forth certain information regarding each of our directors and executive officers as of the date of this prospectus:

Note: Ages of directors and executive officers will be provided as of the date of the prospectus contained in this registration statement.

Set forth below is biographical information for each of our directors and executive officers, including a description of the experience, qualifications, attributes, and skills of each of our directors that led to the conclusion by our Board that such person should serve as a director of the Company.

2. Director Biographies

Garrett Calloway — Co-Founder, Chairman of the Board and Chief Executive Officer

Garrett Calloway co-founded Calloway-Briggs Renewables Inc. in 2014 together with Elaine Briggs. Mr. Calloway has served as Chairman of the Board and Chief Executive Officer since the Company's founding. In his role as Chief Executive Officer, Mr. Calloway is responsible for overall corporate strategy, investor relations, and the cultivation of strategic partnerships that have been instrumental to the Company's growth. Mr. Calloway also provides primary strategic direction to our management team and plays a central role in setting the Company's long-term vision for the development, construction, and operation of utility-scale renewable energy assets.

Prior to founding CBR, Mr. Calloway gained extensive experience in renewable energy development and utility-scale project origination through a series of progressively senior roles at energy companies operating in the southwestern United States. Mr. Calloway's entrepreneurial background and deep understanding of the competitive dynamics within the U.S. renewable energy market were key factors in the formation and early growth of CBR.

Under Mr. Calloway's leadership, CBR has grown from a startup development-stage company to one of the leading independent renewable energy platforms in the United States, with approximately 3.8 gigawatts ("GW") of operating renewable energy capacity across 22 utility-scale solar, wind, and battery energy storage projects located in Texas, New Mexico, Arizona, California, and Oklahoma. In addition, the Company currently has approximately 1.4 GW of capacity under construction and a robust development pipeline of approximately 6.2 GW. For the fiscal year ended December 31, 2021, the Company achieved revenue of $487.3 million and Adjusted EBITDA of $218.6 million, reflecting the scale and financial strength of the platform that Mr. Calloway has helped build. See "Selected Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information regarding our financial performance and a reconciliation of Adjusted EBITDA to net income.

Qualifications for Board Service. Our Board believes that Mr. Calloway is qualified to serve as a director of the Company because of his deep industry expertise in renewable energy development and operations; his entrepreneurial leadership and founder vision that have been critical to the Company's formation and growth; and his comprehensive strategic and operational knowledge of the Company's business, competitive position, and industry. Mr. Calloway is not considered independent under the listing standards of the New York Stock Exchange (the "NYSE") because he currently serves as an executive officer of the Company.

Elaine Briggs — Co-Founder, President — Development and Director

Elaine Briggs co-founded Calloway-Briggs Renewables Inc. in 2014 together with Garrett Calloway. Ms. Briggs has served as President, Development and as a member of the Board of Directors since the Company's founding. In her role as President, Development, Ms. Briggs oversees all aspects of the Company's project development activities, including project origination, permitting, land acquisition, interconnection queue management, and power marketing and offtake contracting. Ms. Briggs is directly responsible for managing the teams and processes through which the Company identifies, evaluates, and advances new development opportunities from early-stage greenfield origination through financial close.

Ms. Briggs has led the development of CBR's diversified portfolio of utility-scale solar, wind, and battery energy storage projects across the southwestern and western United States. Key projects developed under her leadership include: (i) the Solaris West project, a 450 MW utility-scale solar facility located in Pecos County, Texas, which achieved commercial operation in 2020; (ii) the Pronghorn Wind project, a 510 MW wind facility located in Nolan County, Texas, which achieved commercial operation in 2019; and (iii) the Copper Basin Solar + Storage development project, a 750 MW solar photovoltaic facility paired with a 300 MW / 1,200 MWh battery energy storage system ("BESS") located in Riverside County, California, which is currently in the advanced development stage with expected commercial operation in the second quarter of 2025. These projects reflect Ms. Briggs's ability to develop large-scale, complex renewable energy assets across multiple technologies and market regions.

Prior to co-founding CBR, Ms. Briggs developed an extensive background in environmental engineering and energy project development, which provided her with the technical knowledge and regulatory fluency that have been central to the Company's development capabilities.

Qualifications for Board Service. Our Board believes that Ms. Briggs is qualified to serve as a director of the Company because of her deep expertise in renewable energy project development, including origination, permitting, and offtake contracting; her thorough understanding of environmental and regulatory requirements applicable to the Company's projects; and her co-founder perspective on the Company's culture, strategy, and long-term vision. Ms. Briggs is not considered independent under the listing standards of the NYSE because she currently serves as an executive officer of the Company.

Hugh Pemberton — Director (Pinnacle Vista Designee)

Hugh Pemberton has served as a member of the Company's Board of Directors since 2017 in connection with the initial equity investment in CBR by Pinnacle Vista Capital Partners III, LP. Mr. Pemberton is a Co-Founder and Managing Partner of Pinnacle Vista Capital Management LLC, a private equity firm with principal offices at 900 Park Avenue, 38th Floor, New York, New York 10021. Pinnacle Vista Capital Management LLC serves as the general partner of Pinnacle Vista Capital Partners III, LP (the "Pinnacle Vista Fund"), and its affiliated investment vehicles. As of the date of this prospectus, Pinnacle Vista Capital Management LLC and its affiliated funds manage approximately $14.2 billion in assets under management across four flagship private equity funds. The Pinnacle Vista Fund (Series III, a $4.8 billion fund of 2016 vintage) made an initial equity investment of approximately $385 million in CBR in 2017 and a follow-on equity investment of approximately $120 million in 2019, for a total investment of approximately $505 million. As of the date of this prospectus, Pinnacle Vista Capital Partners III, LP and its affiliated entities hold approximately 62% of the Company's fully diluted common stock on a pre-IPO basis.

Mr. Pemberton serves on the Company's Board pursuant to the Amended and Restated Stockholders' Agreement, which provides certain board designation rights for Pinnacle Vista Capital Partners III, LP and its affiliates, as described in greater detail under "Certain Relationships and Related Party Transactions — Amended and Restated Stockholders' Agreement." Mr. Pemberton also serves as a member of the Nominating and Corporate Governance Committee.

Mr. Pemberton brings extensive experience in private equity investing with a particular focus on the energy and infrastructure sectors. Over the course of his career, Mr. Pemberton has served on the boards of directors of numerous portfolio companies and has been involved in the structuring and oversight of significant investments in both conventional and renewable energy platforms.

Qualifications for Board Service. Our Board believes that Mr. Pemberton is qualified to serve as a director of the Company because of his extensive private equity and financial expertise; his deep knowledge of energy industry investments and value-creation strategies; and his significant ownership stake, through Pinnacle Vista, which aligns his interests with those of all of the Company's stockholders. Mr. Pemberton is not considered independent under the listing standards of the NYSE because he is an investor designee and serves as Managing Partner of Pinnacle Vista Capital Management LLC, the general partner of Pinnacle Vista Capital Partners III, LP, which holds approximately 62% of the Company's pre-IPO common stock.

Diane Kovac — Director (Pinnacle Vista Designee)

Diane Kovac has served as a member of the Company's Board of Directors since 2017, when Pinnacle Vista Capital Partners III, LP made its initial equity investment in CBR. Ms. Kovac is a Co-Founder and Managing Partner of Pinnacle Vista Capital Management LLC, where she has been responsible for overseeing the firm's energy and infrastructure portfolio investments. Ms. Kovac serves on the Company's Board pursuant to the Amended and Restated Stockholders' Agreement, which provides certain board designation rights for Pinnacle Vista Capital Partners III, LP and its affiliates.

Ms. Kovac brings an extensive background in finance, capital markets, and energy sector investing to the Board. In her capacity at Pinnacle Vista, Ms. Kovac has been deeply involved in the strategic oversight of CBR since the inception of Pinnacle Vista's investment and possesses a thorough understanding of the Company's business, capital structure, and strategic plans. Ms. Kovac has been involved in the structuring and negotiation of each of Pinnacle Vista's equity investments in CBR, as well as in the ongoing governance and strategic oversight of the Company.

Qualifications for Board Service. Our Board believes that Ms. Kovac is qualified to serve as a director of the Company because of her extensive financial and capital markets expertise; the strategic perspective she brings as co-leader of a large private equity platform; and her deep familiarity with CBR's business, history, and strategic direction. Ms. Kovac is not considered independent under the listing standards of the NYSE because she is an investor designee and serves as Managing Partner of Pinnacle Vista Capital Management LLC, the general partner of Pinnacle Vista Capital Partners III, LP, which holds approximately 62% of the Company's pre-IPO common stock.

Warren Okoro — Independent Director

Warren Okoro has served as a member of the Company's Board of Directors since __. Mr. Okoro brings to the Board a distinguished career in the energy and utilities sector, with deep expertise in finance, accounting, and public company governance. Mr. Okoro has been designated by the Board as the "audit committee financial expert" within the meaning of the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). Mr. Okoro currently serves as a member of both the Audit Committee and the Compensation Committee of the Board.

Throughout his career, Mr. Okoro has developed extensive experience in public company financial oversight, including the review of financial statements, the evaluation of internal controls over financial reporting, and the management of audit committee processes. His background in the energy sector provides him with a practical understanding of the accounting and financial reporting issues specific to energy and infrastructure companies, including revenue recognition, asset impairment, tax equity accounting, and project-finance reporting.

Qualifications for Board Service. Our Board believes that Mr. Okoro is qualified to serve as a director of the Company because of his financial expertise and his qualification as an audit committee financial expert under applicable SEC rules; his extensive experience in the energy sector; and his significant public-company board governance experience, which contributes to the Board's effectiveness in overseeing the Company's financial reporting and compliance functions. Mr. Okoro is independent under the listing standards of the NYSE and the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Catherine Liang — Independent Director

Catherine Liang has served as a member of the Company's Board of Directors since __. Ms. Liang brings to the Board a broad background in renewable energy, technology, corporate governance, and executive compensation. Ms. Liang currently serves as the Chair of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee of the Board.

Ms. Liang has developed particular expertise in the design and implementation of executive compensation programs, including equity incentive plans and performance-based compensation structures, as well as in corporate governance best practices applicable to public companies. Her knowledge of the renewable energy and technology sectors provides the Board with a valuable perspective on industry trends, competitive dynamics, and talent management in the markets in which the Company operates.

Qualifications for Board Service. Our Board believes that Ms. Liang is qualified to serve as a director of the Company because of her expertise in executive compensation design and corporate governance; her knowledge of the renewable energy and technology sectors; and the independent judgment and perspective she contributes to the Board's decision-making process. Ms. Liang is independent under the listing standards of the NYSE.

Richard Estavez — Independent Director

Richard Estavez has served as a member of the Company's Board of Directors since __. Mr. Estavez brings to the Board deep experience in the energy and infrastructure sectors, with particular expertise in project finance, capital markets, and regulatory matters relevant to the renewable energy industry. Mr. Estavez currently serves as the Chair of the Nominating and Corporate Governance Committee and as a member of the Compensation Committee of the Board.

Mr. Estavez's career has included significant involvement in the financing, development, and governance of energy and infrastructure projects across the United States and internationally. His regulatory expertise encompasses federal and state energy policy, environmental permitting, and the interconnection and transmission planning processes that are critical to the success of utility-scale renewable energy projects.

Qualifications for Board Service. Our Board believes that Mr. Estavez is qualified to serve as a director of the Company because of his deep infrastructure and project finance expertise; his regulatory knowledge relevant to the renewable energy industry; and the independence of thought and judgment he brings to Board deliberations. Mr. Estavez is independent under the listing standards of the NYSE.

3. Executive Officer Biographies (Non-Director Officers)

The following sets forth biographical information for each of our executive officers who does not also serve as a director.

Marcus Yoon — Chief Financial Officer

Marcus Yoon has served as the Company's Chief Financial Officer since __. In this capacity, Mr. Yoon is responsible for all aspects of the Company's financial management, including accounting and financial reporting, financial planning and analysis, investor relations, treasury functions, and tax matters. Mr. Yoon oversees the preparation and presentation of the Company's consolidated financial statements and serves as the principal point of contact with the Company's independent registered public accounting firm, Ashford & Pemberton LLP (lead engagement partner, Gregory Sondheim), in connection with the annual audit and quarterly review engagements.

For the fiscal year ended December 31, 2021, the Company reported revenue of $487.3 million, Adjusted EBITDA of $218.6 million, net income of $41.7 million, total assets of $3.94 billion, and total debt of $1.71 billion. Mr. Yoon has been instrumental in the development and execution of the financial strategies that have supported the Company's growth and in preparing the Company for the transition to public-company reporting requirements.

Mr. Yoon manages the Company's banking relationships, including the relationship with Veltrano National Bank with respect to the Company's corporate credit facilities, and the relationships with the Company's project-finance lenders and other capital providers. Prior to joining CBR, Mr. Yoon held senior finance roles at companies in the energy and utility sectors, where he developed extensive experience in public company financial reporting, capital allocation, and capital markets transactions.

Sandra Haverford — General Counsel and Corporate Secretary

Sandra Haverford has served as the Company's General Counsel and Corporate Secretary since __. In her capacity as General Counsel, Ms. Haverford oversees all legal affairs, corporate governance, compliance, regulatory matters, and corporate secretary functions of the Company. Ms. Haverford also manages the Company's relationships with external counsel, including Calderwood & Harkness LLP (lead partner, Jennifer Kwon), which serves as the Company's issuer's counsel in connection with this offering.

Ms. Haverford is responsible for the Company's SEC filings, compliance with stock exchange listing requirements, and overall public-company readiness. She works closely with the Audit Committee and the Nominating and Corporate Governance Committee on governance and compliance matters. Ms. Haverford brings to the Company an extensive background in energy law, securities regulation, and corporate governance, developed through years of practice advising companies in the energy and infrastructure sectors on a wide range of transactional, regulatory, and governance matters.

Dale Renfroe — Chief Operating Officer

Dale Renfroe has served as the Company's Chief Operating Officer since __. Mr. Renfroe oversees day-to-day operations across the Company's 22 operating renewable energy projects, which collectively comprise approximately 3.8 GW of capacity. His responsibilities include construction management for projects under development, operations and maintenance, safety, reliability, and performance optimization across the Company's operating fleet.

Mr. Renfroe currently oversees the construction of the Mesquite Wind project (420 MW, Oldham County, Texas, expected commercial operation date in the third quarter of 2022) and the Cimarron Solar project (350 MW, Doña Ana County, New Mexico, expected commercial operation date in the first quarter of 2023). These projects represent a combined investment of over $800 million and are expected to contribute significantly to the Company's operating capacity upon completion.

Prior to joining CBR, Mr. Renfroe developed a strong background in renewable energy operations, power plant management, and engineering. His technical and operational expertise has been critical to the Company's ability to deliver projects on time and on budget and to maintain high levels of operational performance across its growing portfolio.

Priya Anand — Senior Vice President, Finance and Treasurer

Priya Anand has served as the Company's Senior Vice President, Finance and Treasurer since __. Ms. Anand is responsible for all treasury operations, debt capital markets activities, project finance and tax equity structuring, and cash management for the Company. Ms. Anand manages the Company's debt portfolio, which totaled $1.71 billion as of December 31, 2021, including the following principal facilities:

• Corporate Revolving Credit Facility: A $400 million senior secured revolving credit facility provided by Veltrano National Bank, with a maturity date of January 2027.

• Term Loan B: A $650 million senior secured term loan B facility provided by Veltrano National Bank, with a maturity date of January 2029 and an outstanding principal balance of $612.5 million as of December 31, 2021.

• Mesquite Wind Project Finance Facility: A $165 million project-finance credit facility provided by Prairie Commercial Bank, N.A. for the construction and permanent financing of the Mesquite Wind project.

• Cimarron Solar Project Finance Facility: A $143 million project-finance credit facility provided by Prairie Commercial Bank, N.A. for the construction and permanent financing of the Cimarron Solar project.

Ms. Anand also coordinates with Veltara Basin Financial LLC in connection with the $280 million Solaris West tax-equity partnership (flip expected in 2028). See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources" and "Description of Certain Indebtedness" for further detail.

Prior to joining CBR, Ms. Anand developed an extensive background in corporate treasury, project finance, and capital markets through senior roles in the energy sector.

Tomás Quintero — Senior Vice President, Project Development

Tomás Quintero has served as the Company's Senior Vice President, Project Development since __. Mr. Quintero is responsible for project origination, land acquisition, interconnection, environmental permitting, and all development-stage activities for the Company's pipeline of new renewable energy projects. Mr. Quintero leads the development of the Company's 6.2 GW development pipeline, including:

• Silverleaf Wind: A 600 MW wind project located in Irion County, Texas, with expected commercial operation in the fourth quarter of 2024.

• Copper Basin Solar + Storage: A 750 MW solar photovoltaic facility paired with a 300 MW / 1,200 MWh battery energy storage system located in Riverside County, California, with expected commercial operation in the second quarter of 2025.

Mr. Quintero works closely with Greenridge Environmental Sciences LLC (Dr. Nadine Torres, Principal Scientist) on Phase I and Phase II environmental site assessments and permitting support for the Company's development-stage projects. Mr. Quintero reports to Ms. Briggs and collaborates with the Company's land, interconnection, and power marketing teams to advance projects through each stage of the development process.

Prior to joining CBR, Mr. Quintero developed extensive experience in renewable energy development, environmental sciences, and project management.

Rachel Whitmore — Chief People Officer

Rachel Whitmore has served as the Company's Chief People Officer since __. Ms. Whitmore is responsible for all aspects of human resources, including talent acquisition, employee relations, benefits administration, organizational development, and corporate culture. Ms. Whitmore oversees the Company's workforce of approximately 1,240 employees.

In connection with this offering, Ms. Whitmore has led the Company's efforts related to the design and implementation of the Company's IPO equity compensation programs, working in coordination with Clarendon Rowe Advisory Group LLC (Patricia Voss, Senior Managing Director), the Company's independent compensation consultant, and the Compensation Committee of the Board. These programs include the 2022 Omnibus Equity Incentive Plan and the 2022 Employee Stock Purchase Plan, each as described under "Executive Compensation."

Prior to joining CBR, Ms. Whitmore developed extensive experience in human resources management, organizational development, and executive compensation, gained through leadership roles at companies operating in range sectors.

4. Board Composition and Structure

4.1 Board Size and Composition

Our Board of Directors currently consists of seven (7) directors, as follows:

• Management Directors (2): Garrett Calloway and Elaine Briggs, each of whom serves as an executive officer of the Company and is not considered independent under NYSE listing standards.

• Pinnacle Vista Investor Designees (2): Hugh Pemberton and Diane Kovac, each of whom serves on the Board pursuant to the designation rights of Pinnacle Vista Capital Partners III, LP and its affiliates under the Amended and Restated Stockholders' Agreement and is not considered independent under NYSE listing standards.

• Independent Directors (3): Warren Okoro, Catherine Liang, and Richard Estavez, each of whom is independent under NYSE listing standards and applicable SEC rules.

Our directors are designated pursuant to the Amended and Restated Stockholders' Agreement among CBR, Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs, which will become effective upon the closing of this offering, replacing the Company's existing pre-IPO stockholders' agreement. Under the Amended and Restated Stockholders' Agreement, Pinnacle Vista Capital Partners III, LP and its affiliates have the right to designate a specified number of directors for nomination to the Board based on their ownership of the Company's outstanding common stock. Pinnacle Vista's board designation rights step down based on ownership thresholds specified in the Amended and Restated Stockholders' Agreement. See "Certain Relationships and Related Party Transactions — Amended and Restated Stockholders' Agreement" for a description of the designation rights and applicable ownership thresholds.

4.2 Classified Board Structure

Upon the effectiveness of our Amended and Restated Certificate of Incorporation, which will be filed with the Secretary of State of the State of Delaware in connection with the closing of this offering, our Board of Directors will be divided into three classes, designated Class I, Class II, and Class III, with staggered three-year terms. Directors in each class will serve until the annual meeting of stockholders in the year of their term's expiration and until their respective successors are duly elected and qualified, subject to earlier resignation, removal, or death. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring.

The classification of the Board has the effect that stockholders may change the composition of only approximately one-third of the Board at any annual meeting. This classified board structure may have the effect of discouraging a third party from making a tender offer or otherwise attempting to obtain control of the Company, even if such a transaction would be beneficial to the Company's stockholders. The classified board provision may also delay stockholders who do not agree with the policies of the Board from changing a majority of the Board for up to two years. See "Description of Capital Stock — Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws."

4.3 Director Independence Analysis Under NYSE Listing Standards

Our Board of Directors has undertaken a review of the independence of each director and has affirmatively determined that each of the following directors is independent within the meaning of Section 303A of the NYSE Listed Company Manual and applicable SEC rules:

• Warren Okoro — Independent

• Catherine Liang — Independent

• Richard Estavez — Independent

Our Board has determined that the following four directors are not independent under the NYSE listing standards:

• Garrett Calloway — Not independent because he currently serves as Chief Executive Officer, an executive officer of the Company.

• Elaine Briggs — Not independent because she currently serves as President, Development, an executive officer of the Company.

• Hugh Pemberton — Not independent because he is an investor designee serving as Managing Partner of Pinnacle Vista Capital Management LLC, the general partner of Pinnacle Vista Capital Partners III, LP, which holds approximately 62% of CBR's pre-IPO common stock. Mr. Pemberton's affiliation with a significant stockholder and his designation pursuant to the Stockholders' Agreement preclude an independence finding under applicable NYSE rules.

• Diane Kovac — Not independent because she is an investor designee serving as Managing Partner of Pinnacle Vista Capital Management LLC, the general partner of Pinnacle Vista Capital Partners III, LP, which holds approximately 62% of CBR's pre-IPO common stock.

As a result, a majority of our Board of Directors is not currently composed of independent directors. As described below under "— Controlled Company Status," following the completion of this offering, we may qualify as a "controlled company" under the NYSE listing rules, in which case we would be exempt from the requirement that a majority of our Board be composed of independent directors. If we do not qualify as a controlled company, we will be required to comply with the NYSE's independence requirements, including the requirement that a majority of our Board be composed of independent directors, within the transition periods prescribed by applicable NYSE rules for companies listing in connection with an initial public offering.

5. Controlled Company Status

Following the completion of this offering, Pinnacle Vista Capital Partners III, LP, combined with its affiliated entities (collectively, "Pinnacle Vista"), is expected to continue to hold a significant percentage of the voting power of our outstanding common stock. Based on the assumptions set forth in this prospectus (base offering without exercise of the underwriters' overallotment option), upon the closing of this offering, Pinnacle Vista is expected to hold approximately 62,000,000 shares of common stock out of a total of approximately 123,713,636 shares of common stock outstanding, representing approximately 50.1% of the total voting power. In the event that Pinnacle Vista sells the 6,818,182 shares of common stock being sold by Pinnacle Vista as a selling stockholder in this offering, Pinnacle Vista's holdings would be reduced to approximately 55,181,818 shares of common stock, representing approximately 44.6% of the total shares of common stock outstanding. However, when combined with the shares held by Garrett Calloway and Elaine Briggs, who are parties to the Amended and Restated Stockholders' Agreement, Pinnacle Vista may continue to exercise effective control over the Company, and the Company's "controlled company" status may be maintained.

Under the NYSE listing rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group, or another company qualifies as a "controlled company." A controlled company may avail itself of certain exemptions from the corporate governance requirements of the NYSE, including:

• the requirement that a majority of the board of directors be composed of independent directors;

• the requirement that the compensation committee be composed entirely of independent directors; and

• the requirement that the nominating and corporate governance committee be composed entirely of independent directors.

If the Company qualifies as a "controlled company" following the completion of this offering, we intend to rely on one or more of the controlled-company exemptions described above. To the extent we rely on such exemptions, holders of our common stock will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

If we cease to qualify as a controlled company at any time following the completion of this offering, we will be required to comply with the NYSE's corporate governance requirements, including the requirement that a majority of the Board consist of independent directors and that the compensation committee and the nominating and corporate governance committee each be composed entirely of independent directors. Under the NYSE's phase-in rules, we will be required to have at least one independent director on each of the compensation committee and the nominating and corporate governance committee on the date we cease to be a controlled company, a majority of independent directors on each such committee within 90 days of such date, and each such committee composed entirely of independent directors within one year of such date. Similarly, we will be required to have a majority of independent directors on the Board within one year of the date we cease to qualify as a controlled company.

Notwithstanding the controlled-company exemption, the Audit Committee of the Board is not subject to this exemption and must comply with the independence requirements of Rule 10A-3 under the Exchange Act. See "— Board Committees — Audit Committee" below.

6. Board Committees

Our Board of Directors has established three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each committee operates under a written charter that will be adopted by the Board in connection with the closing of this offering. Copies of each committee charter will be available on the "Investors — Governance" section of the Company's website at www.calloway-briggsrenewables.com. Information on or accessible through our website is not incorporated by reference into this prospectus and should not be considered a part of this prospectus.

6.1 Audit Committee

Members: Warren Okoro and __. Under the NYSE's phase-in rules applicable to companies listing in connection with an initial public offering, the Audit Committee must have at least one independent member at the time of listing, a majority of independent members within 90 days of listing, and be composed entirely of independent members within one year of listing. We expect to satisfy these requirements within the prescribed time periods.

Audit Committee Financial Expert. Our Board of Directors has determined that Warren Okoro qualifies as an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K promulgated by the SEC. Mr. Okoro's designation as an audit committee financial expert does not impose on him any duties, obligations, or liability that are greater than the duties, obligations, and liability imposed on him as a member of the Audit Committee and the Board of Directors in the absence of such designation.

Independence. All members of the Audit Committee are, and will be, independent under the listing standards of the NYSE and satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act. The Audit Committee is not subject to the controlled-company exemption described above.

Responsibilities. The Audit Committee's principal responsibilities include:

• Oversight of the integrity of the Company's financial statements and financial reporting processes, including review of the Company's quarterly and annual financial statements and earnings releases;

• Engagement, compensation, retention, and oversight of the Company's independent registered public accounting firm, Ashford & Pemberton LLP (lead engagement partner, Gregory Sondheim), including evaluation of the firm's qualifications, independence, and performance;

• Review and assessment of the adequacy and effectiveness of the Company's internal controls over financial reporting and disclosure controls and procedures;

• Review and approval or ratification of related-party transactions, in accordance with the Company's related-party transactions policy;

• Oversight of the Company's enterprise risk management framework, including financial risk, cybersecurity risk, and compliance risk;

• Oversight of the Company's internal audit function; and

• Such other duties and responsibilities as are set forth in the Audit Committee charter or as may be delegated to the Audit Committee by the Board from time to time.

Charter. The Audit Committee operates under a written charter to be adopted by the Board in connection with the closing of this offering. A copy of the Audit Committee charter will be available on the Company's website.

6.2 Compensation Committee

Members: Catherine Liang (Chair), Richard Estavez, and Warren Okoro.

Independence. All members of the Compensation Committee are independent under the listing standards of the NYSE. In addition, each member of the Compensation Committee qualifies as a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act. If the Company relies on the controlled-company exemption, the Compensation Committee need not be composed entirely of independent directors; however, the current composition of the Compensation Committee satisfies the independence requirements in any event.

Responsibilities. The Compensation Committee's principal responsibilities include:

• Oversight and administration of the Company's executive compensation programs, including base salary, annual incentive compensation, and long-term equity-based compensation;

• Administration of, and approval of grants under, the Company's 2022 Omnibus Equity Incentive Plan (the "Equity Plan"), which provides for a share reserve of 12,727,273 shares of common stock, representing approximately 10% of the Company's post-offering outstanding shares on a fully exercised basis of 127,272,727 shares, and the Company's 2022 Employee Stock Purchase Plan (the "ESPP"), which provides for a share reserve of 2,545,455 shares of common stock, representing approximately 2% of the Company's post-offering outstanding shares;

• Review and approval of the compensation of the Company's Chief Executive Officer and other executive officers;

• Retention, compensation, and oversight of the Company's independent compensation consultant, Clarendon Rowe Advisory Group LLC (Patricia Voss, Senior Managing Director);

• Review and assessment of compensation-related risk; and

• Such other duties and responsibilities as are set forth in the Compensation Committee charter or as may be delegated to the Compensation Committee by the Board from time to time.

Charter. The Compensation Committee operates under a written charter to be adopted by the Board in connection with the closing of this offering. A copy of the Compensation Committee charter will be available on the Company's website.

6.3 Nominating and Corporate Governance Committee

Members: Richard Estavez (Chair), Catherine Liang, and Hugh Pemberton.

Independence. Richard Estavez and Catherine Liang are independent under the listing standards of the NYSE. Hugh Pemberton is not independent, as he is an investor designee of Pinnacle Vista Capital Partners III, LP. If the Company qualifies as a "controlled company" under NYSE listing rules, the Nominating and Corporate Governance Committee is not required to be composed entirely of independent directors. If the Company does not qualify as a controlled company, the Company will phase in full independence of the Nominating and Corporate Governance Committee within the time periods required by applicable NYSE transition rules for companies listing in connection with an initial public offering.

Responsibilities. The Nominating and Corporate Governance Committee's principal responsibilities include:

• Identification and recommendation of qualified candidates for election or appointment to the Board of Directors, taking into account the board designation rights of Pinnacle Vista Capital Partners III, LP under the Amended and Restated Stockholders' Agreement;

• Oversight of the composition and structure of the Board and its committees, including the assessment of director qualifications, skills, and experience;

• Development, review, and recommendation of the Company's corporate governance guidelines and policies;

• Establishment and oversight of director qualification standards;

• Oversight of the annual board and committee self-evaluation process;

• Oversight of compliance with the board-designation provisions of the Amended and Restated Stockholders' Agreement; and

• Such other duties and responsibilities as are set forth in the Nominating and Corporate Governance Committee charter or as may be delegated to the Committee by the Board from time to time.

Charter. The Nominating and Corporate Governance Committee operates under a written charter to be adopted by the Board in connection with the closing of this offering. A copy of the Nominating and Corporate Governance Committee charter will be available on the Company's website.

7. Director Compensation

The Company expects to implement a director compensation program for its non-employee directors effective upon the closing of this offering. The principal elements of the non-employee director compensation program are expected to include:

Annual Cash Retainer. Each non-employee director will receive an annual cash retainer for service on the Board. Additional cash retainers will be paid to directors serving as the chair of the Audit Committee, the Compensation Committee, or the Nominating and Corporate Governance Committee, as well as additional retainers for membership on each standing committee.

Annual Equity Grants. Each non-employee director will receive an annual grant of restricted stock units ("RSUs") or other equity-based awards under the 2022 Omnibus Equity Incentive Plan, the value and vesting terms of which will be established by the Board in consultation with the Company's independent compensation consultant, Clarendon Rowe Advisory Group LLC (Patricia Voss, Senior Managing Director). The non-employee director compensation program has been benchmarked by Clarendon Rowe Advisory Group LLC against a peer group of publicly traded renewable energy and utility companies.

Management Directors. Garrett Calloway and Elaine Briggs, each of whom serves as an executive officer of the Company, do not receive additional compensation for their service on the Board of Directors.

Pinnacle Vista Designees. Hugh Pemberton and Diane Kovac, the Pinnacle Vista designees, may elect to receive or waive their non-employee director compensation. To the extent any compensation payable to Pinnacle Vista designees is paid to, or for the benefit of, Pinnacle Vista Capital Management LLC or its affiliates rather than to the individual directors, such arrangement will be disclosed in accordance with applicable SEC rules.

Prior to this offering, the Company has not maintained a formal non-employee director compensation program, and all cash and equity compensation information for the period prior to this offering is set forth under "Executive Compensation — Director Compensation Table."

8. Role of the Board in Risk Oversight

The Board of Directors has primary responsibility for the oversight of the Company's enterprise risk management framework. While the Company's management is responsible for the day-to-day identification, assessment, and management of risk, the Board and its committees provide oversight of management's risk management activities. The Board's risk oversight function is implemented through the following structure:

• Audit Committee. The Audit Committee is responsible for oversight of financial and accounting risk, the effectiveness of internal controls over financial reporting, cybersecurity risk, and compliance risk. The Audit Committee regularly receives reports from the Chief Financial Officer, the General Counsel, and the Company's internal audit function regarding key financial, cybersecurity, and compliance risks facing the Company.

• Compensation Committee. The Compensation Committee is responsible for oversight of compensation-related risk, including the assessment of whether the Company's compensation policies and practices create incentives for excessive risk-taking.

• Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for oversight of governance risk, including the assessment of the Board's structure and composition, the effectiveness of corporate governance policies, and compliance with the Amended and Restated Stockholders' Agreement.

• Full Board. The full Board of Directors retains oversight of strategic, operational, regulatory, and reputational risk. The Board receives regular reports from management, including the Chief Executive Officer, the Chief Financial Officer, the General Counsel, and the Chief Operating Officer, on key risk areas including project development risk, commodity price risk, regulatory risk, environmental risk, and cybersecurity risk. The Board also engages in periodic deep-dive reviews of specific risk topics as warranted by the Company's business activities and external conditions.

The Company believes that the current allocation of risk oversight responsibilities among the Board and its committees, together with the regular reporting by management, provides an effective framework for the oversight of the Company's enterprise risk management program.

9. Code of Business Conduct and Ethics

In connection with this offering, the Company has adopted a Code of Business Conduct and Ethics (the "Code") applicable to all of its directors, officers, and employees, including the Company's principal executive officer, principal financial officer, and principal accounting officer. The Code is designed to promote honest and ethical conduct, full, fair, accurate, timely, and understandable disclosure, compliance with applicable laws and regulations, the prompt internal reporting of violations, and accountability for adherence to the Code.

The Code satisfies the requirements of the NYSE listing standards and the applicable rules and regulations of the SEC, including Item 406 of Regulation S-K. The Code will be available on the "Investors — Governance" section of the Company's website at www.calloway-briggsrenewables.com. To the extent required by applicable rules, the Company will promptly disclose on its website or by filing a Current Report on Form 8-K any amendment to, or waiver of, a provision of the Code that applies to the Company's principal executive officer, principal financial officer, principal accounting officer, or any of its directors.

10. Corporate Governance Guidelines

In connection with this offering, the Company has adopted Corporate Governance Guidelines (the "Guidelines") that set forth the Board's policies regarding, among other things, director qualifications, board composition, director independence, the role and responsibilities of the Chairman of the Board, board and committee self-evaluation, director orientation and continuing education, management succession planning, and other corporate governance matters. The Guidelines will be reviewed periodically by the Nominating and Corporate Governance Committee and updated as appropriate. The Guidelines will be available on the "Investors — Governance" section of the Company's website at www.calloway-briggsrenewables.com.

11. Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee — Catherine Liang, Richard Estavez, or Warren Okoro — is, or has at any time been, an officer or employee of the Company or any of its subsidiaries. None of the members of the Compensation Committee has had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K.

During the fiscal year ended December 31, 2021, no executive officer of the Company served, or has served during the preceding three fiscal years, as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving on the Company's Board of Directors or Compensation Committee. There are no interlocking relationships requiring disclosure under Item 407(e)(4) of Regulation S-K.

12. Limitations on Liability and Indemnification

Limitation of Director Liability

The Company's Amended and Restated Certificate of Incorporation, which will be filed with the Secretary of State of the State of Delaware and become effective upon the closing of this offering, contains a provision eliminating or limiting the personal liability of the Company's directors for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the General Corporation Law of the State of Delaware, as it now exists or may hereafter be amended (the "DGCL"). Under the DGCL as currently in effect, a director may not be held personally liable for monetary damages for breach of fiduciary duty, except for liability:

(i) for any breach of the director's duty of loyalty to the Company or its stockholders;

(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) under Section 174 of the DGCL, relating to unlawful payments of dividends or unlawful stock purchases or redemptions; or

(iv) for any transaction from which the director derived an improper personal benefit.

Indemnification. The Company's Amended and Restated Bylaws, which will become effective upon the closing of this offering, provide for the mandatory indemnification of the Company's directors and officers, and the advancement of expenses incurred by such persons in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, to the fullest extent permitted by the DGCL, subject to certain limited exceptions.

Individual Indemnification Agreements

In connection with this offering, the Company has entered into individual indemnification agreements with each of its seven (7) directors — Garrett Calloway, Elaine Briggs, Hugh Pemberton, Diane Kovac, Warren Okoro, Catherine Liang, and Richard Estavez — and each of its six (6) named executive officers — Marcus Yoon, Sandra Haverford, Dale Renfroe, Priya Anand, Tomás Quintero, and Rachel Whitmore — for a total of thirteen (13) indemnification agreements. These indemnification agreements provide for the indemnification and advancement of expenses to the fullest extent permitted by the DGCL and are in addition to the indemnification rights provided under the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. The form of indemnification agreement is filed as an exhibit to this registration statement.

Directors' and Officers' Liability Insurance

The Company maintains a directors' and officers' ("D&O") liability insurance program with an aggregate policy tower of $50 million, structured as follows:

• Primary layer: Meridian National Assurance Company (policy no. DNO-22-048871);

• Excess Layer 1: Stonebridge Indemnity Corp.; and

• Excess Layer 2: Commonwealth Omnivrel Insurance Ltd.

The annual premium for the D&O program is approximately $1.87 million. Placement of the D&O program was arranged by Dravello Place Insurance Advisors LLC (Nina Radcliffe, Senior Vice President). In addition, the Company maintains a Side A difference-in-conditions ("DIC") policy providing non-rescindable coverage for individual directors and officers in circumstances where the Company is unable or unwilling to indemnify such individuals.

Effect of Limitation of Liability and Indemnification

The limitation of liability and indemnification provisions contained in the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, the individual indemnification agreements, and the D&O insurance program described above may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty and may reduce the likelihood of stockholder derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit the Company and its stockholders. A stockholder's investment in the Company may be adversely affected to the extent that the Company pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions and insurance arrangements.

13. Family Relationships

There are no family relationships among any of the directors or executive officers of the Company.

14. Involvement in Certain Legal Proceedings

During the past ten years, none of the Company's directors or executive officers has been involved in any legal proceedings requiring disclosure under Item 401(f) of Regulation S-K, including: (i) any petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent, or similar officer appointed by a court for, the business or property of such person, or any partnership in which such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which such person was an executive officer at or within two years before the time of such filing; (ii) any conviction in a criminal proceeding or being named the subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) being the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining such person from, or otherwise limiting, any activity described in Item 401(f) of Regulation S-K; or (iv) being the subject of any order, judgment, or decree of any federal or state authority barring, suspending, or otherwise limiting for more than 60 days the right of such person to engage in any activity described in Item 401(f) of Regulation S-K, or being found by a court of competent jurisdiction, the SEC, or the Commodity Futures Trading Commission to have violated any federal or state securities law or commodities law.

15. Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company's directors, executive officers, and persons who beneficially own more than 10% of the Company's common stock to file reports of ownership and changes in ownership of the Company's common stock with the SEC. Upon the completion of this offering, the Company's directors, executive officers, and beneficial owners of more than 10% of the Company's common stock will become subject to the reporting requirements of Section 16(a) of the Exchange Act. Because no class of the Company's equity securities was registered under Section 12 of the Exchange Act prior to this offering, no person was subject to the Section 16(a) reporting requirements during the fiscal year ended December 31, 2021. Following the effectiveness of this registration statement, the Company intends to assist its directors, executive officers, and principal stockholders in complying with all applicable Section 16(a) filing requirements.

Name	Age	Position(s)
Garrett Calloway	__	Co-Founder, Chairman of the Board and Chief Executive Officer
Elaine Briggs	__	Co-Founder, President — Development and Director
Hugh Pemberton	__	Director
Diane Kovac	__	Director
Warren Okoro	__	Director
Catherine Liang	__	Director
Richard Estavez	__	Director
Marcus Yoon	__	Chief Financial Officer
Sandra Haverford	__	General Counsel and Corporate Secretary
Dale Renfroe	__	Chief Operating Officer
Priya Anand	__	Senior Vice President, Finance and Treasurer
Tomás Quintero	__	Senior Vice President, Project Development
Rachel Whitmore	__	Chief People Officer

MANAGEMENT AND BOARD OF DIRECTORS
The following tables and biographical information set forth the names, ages, positions, and backgrounds of the directors and executive officers of Calloway-Briggs Renewables Inc., a Delaware corporation ("CBR," the "Company," "we," "us," or "our"), as of the date of this prospectus. Unless otherwise indicated, the business address for each of the individuals listed below is the Company's principal executive offices, located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746. Each of our directors serves in accordance with our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each to be effective upon the closing of this offering, and in accordance with the Amended and Restated Stockholders' Agreement described elsewhere in this prospectus. Each of our executive officers serves at the discretion of our Board of Directors, subject to the terms of any applicable employment agreement. There are no arrangements or understandings between any director or executive officer and any other person pursuant to which he or she was or is to be selected as a director or officer, other than the Amended and Restated Stockholders' Agreement described under "Certain Relationships and Related Party Transactions."
1. Directors and Executive Officers
The following table sets forth certain information regarding each of our directors and executive officers as of the date of this prospectus:
Note: Ages of directors and executive officers will be provided as of the date of the prospectus contained in this registration statement.
Set forth below is biographical information for each of our directors and executive officers, including a description of the experience, qualifications, attributes, and skills of each of our directors that led to the conclusion by our Board that such person should serve as a director of the Company.
2. Director Biographies
Garrett Calloway — Co-Founder, Chairman of the Board and Chief Executive Officer
Garrett Calloway co-founded Calloway-Briggs Renewables Inc. in 2014 together with Elaine Briggs. Mr. Calloway has served as Chairman of the Board and Chief Executive Officer since the Company's founding. In his role as Chief Executive Officer, Mr. Calloway is responsible for overall corporate strategy, investor relations, and the cultivation of strategic partnerships that have been instrumental to the Company's growth. Mr. Calloway also provides primary strategic direction to our management team and plays a central role in setting the Company's long-term vision for the development, construction, and operation of utility-scale renewable energy assets.
Prior to founding CBR, Mr. Calloway gained extensive experience in renewable energy development and utility-scale project origination through a series of progressively senior roles at energy companies operating in the southwestern United States. Mr. Calloway's entrepreneurial background and deep understanding of the competitive dynamics within the U.S. renewable energy market were key factors in the formation and early growth of CBR.
Under Mr. Calloway's leadership, CBR has grown from a startup development-stage company to one of the leading independent renewable energy platforms in the United States, with approximately 3.8 gigawatts ("GW") of operating renewable energy capacity across 22 utility-scale solar, wind, and battery energy storage projects located in Texas, New Mexico, Arizona, California, and Oklahoma. In addition, the Company currently has approximately 1.4 GW of capacity under construction and a robust development pipeline of approximately 6.2 GW. For the fiscal year ended December 31, 2021, the Company achieved revenue of $487.3 million and Adjusted EBITDA of $218.6 million, reflecting the scale and financial strength of the platform that Mr. Calloway has helped build. See "Selected Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" for additional information regarding our financial performance and a reconciliation of Adjusted EBITDA to net income.
Qualifications for Board Service. Our Board believes that Mr. Calloway is qualified to serve as a director of the Company because of his deep industry expertise in renewable energy development and operations; his entrepreneurial leadership and founder vision that have been critical to the Company's formation and growth; and his comprehensive strategic and operational knowledge of the Company's business, competitive position, and industry. Mr. Calloway is not considered independent under the listing standards of the New York Stock Exchange (the "NYSE") because he currently serves as an executive officer of the Company.
Elaine Briggs — Co-Founder, President — Development and Director
Elaine Briggs co-founded Calloway-Briggs Renewables Inc. in 2014 together with Garrett Calloway. Ms. Briggs has served as President, Development and as a member of the Board of Directors since the Company's founding. In her role as President, Development, Ms. Briggs oversees all aspects of the Company's project development activities, including project origination, permitting, land acquisition, interconnection queue management, and power marketing and offtake contracting. Ms. Briggs is directly responsible for managing the teams and processes through which the Company identifies, evaluates, and advances new development opportunities from early-stage greenfield origination through financial close.
Ms. Briggs has led the development of CBR's diversified portfolio of utility-scale solar, wind, and battery energy storage projects across the southwestern and western United States. Key projects developed under her leadership include: (i) the Solaris West project, a 450 MW utility-scale solar facility located in Pecos County, Texas, which achieved commercial operation in 2020; (ii) the Pronghorn Wind project, a 510 MW wind facility located in Nolan County, Texas, which achieved commercial operation in 2019; and (iii) the Copper Basin Solar + Storage development project, a 750 MW solar photovoltaic facility paired with a 300 MW / 1,200 MWh battery energy storage system ("BESS") located in Riverside County, California, which is currently in the advanced development stage with expected commercial operation in the second quarter of 2025. These projects reflect Ms. Briggs's ability to develop large-scale, complex renewable energy assets across multiple technologies and market regions.
Prior to co-founding CBR, Ms. Briggs developed an extensive background in environmental engineering and energy project development, which provided her with the technical knowledge and regulatory fluency that have been central to the Company's development capabilities.
Qualifications for Board Service. Our Board believes that Ms. Briggs is qualified to serve as a director of the Company because of her deep expertise in renewable energy project development, including origination, permitting, and offtake contracting; her thorough understanding of environmental and regulatory requirements applicable to the Company's projects; and her co-founder perspective on the Company's culture, strategy, and long-term vision. Ms. Briggs is not considered independent under the listing standards of the NYSE because she currently serves as an executive officer of the Company.
Hugh Pemberton — Director (Pinnacle Vista Designee)
Hugh Pemberton has served as a member of the Company's Board of Directors since 2017 in connection with the initial equity investment in CBR by Pinnacle Vista Capital Partners III, LP. Mr. Pemberton is a Co-Founder and Managing Partner of Pinnacle Vista Capital Management LLC, a private equity firm with principal offices at 900 Park Avenue, 38th Floor, New York, New York 10021. Pinnacle Vista Capital Management LLC serves as the general partner of Pinnacle Vista Capital Partners III, LP (the "Pinnacle Vista Fund"), and its affiliated investment vehicles. As of the date of this prospectus, Pinnacle Vista Capital Management LLC and its affiliated funds manage approximately $14.2 billion in assets under management across four flagship private equity funds. The Pinnacle Vista Fund (Series III, a $4.8 billion fund of 2016 vintage) made an initial equity investment of approximately $385 million in CBR in 2017 and a follow-on equity investment of approximately $120 million in 2019, for a total investment of approximately $505 million. As of the date of this prospectus, Pinnacle Vista Capital Partners III, LP and its affiliated entities hold approximately 62% of the Company's fully diluted common stock on a pre-IPO basis.
Mr. Pemberton serves on the Company's Board pursuant to the Amended and Restated Stockholders' Agreement, which provides certain board designation rights for Pinnacle Vista Capital Partners III, LP and its affiliates, as described in greater detail under "Certain Relationships and Related Party Transactions — Amended and Restated Stockholders' Agreement." Mr. Pemberton also serves as a member of the Nominating and Corporate Governance Committee.
Mr. Pemberton brings extensive experience in private equity investing with a particular focus on the energy and infrastructure sectors. Over the course of his career, Mr. Pemberton has served on the boards of directors of numerous portfolio companies and has been involved in the structuring and oversight of significant investments in both conventional and renewable energy platforms.
Qualifications for Board Service. Our Board believes that Mr. Pemberton is qualified to serve as a director of the Company because of his extensive private equity and financial expertise; his deep knowledge of energy industry investments and value-creation strategies; and his significant ownership stake, through Pinnacle Vista, which aligns his interests with those of all of the Company's stockholders. Mr. Pemberton is not considered independent under the listing standards of the NYSE because he is an investor designee and serves as Managing Partner of Pinnacle Vista Capital Management LLC, the general partner of Pinnacle Vista Capital Partners III, LP, which holds approximately 62% of the Company's pre-IPO common stock.
Diane Kovac — Director (Pinnacle Vista Designee)
Diane Kovac has served as a member of the Company's Board of Directors since 2017, when Pinnacle Vista Capital Partners III, LP made its initial equity investment in CBR. Ms. Kovac is a Co-Founder and Managing Partner of Pinnacle Vista Capital Management LLC, where she has been responsible for overseeing the firm's energy and infrastructure portfolio investments. Ms. Kovac serves on the Company's Board pursuant to the Amended and Restated Stockholders' Agreement, which provides certain board designation rights for Pinnacle Vista Capital Partners III, LP and its affiliates.
Ms. Kovac brings an extensive background in finance, capital markets, and energy sector investing to the Board. In her capacity at Pinnacle Vista, Ms. Kovac has been deeply involved in the strategic oversight of CBR since the inception of Pinnacle Vista's investment and possesses a thorough understanding of the Company's business, capital structure, and strategic plans. Ms. Kovac has been involved in the structuring and negotiation of each of Pinnacle Vista's equity investments in CBR, as well as in the ongoing governance and strategic oversight of the Company.
Qualifications for Board Service. Our Board believes that Ms. Kovac is qualified to serve as a director of the Company because of her extensive financial and capital markets expertise; the strategic perspective she brings as co-leader of a large private equity platform; and her deep familiarity with CBR's business, history, and strategic direction. Ms. Kovac is not considered independent under the listing standards of the NYSE because she is an investor designee and serves as Managing Partner of Pinnacle Vista Capital Management LLC, the general partner of Pinnacle Vista Capital Partners III, LP, which holds approximately 62% of the Company's pre-IPO common stock.
Warren Okoro — Independent Director
Warren Okoro has served as a member of the Company's Board of Directors since __. Mr. Okoro brings to the Board a distinguished career in the energy and utilities sector, with deep expertise in finance, accounting, and public company governance. Mr. Okoro has been designated by the Board as the "audit committee financial expert" within the meaning of the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). Mr. Okoro currently serves as a member of both the Audit Committee and the Compensation Committee of the Board.
Throughout his career, Mr. Okoro has developed extensive experience in public company financial oversight, including the review of financial statements, the evaluation of internal controls over financial reporting, and the management of audit committee processes. His background in the energy sector provides him with a practical understanding of the accounting and financial reporting issues specific to energy and infrastructure companies, including revenue recognition, asset impairment, tax equity accounting, and project-finance reporting.
Qualifications for Board Service. Our Board believes that Mr. Okoro is qualified to serve as a director of the Company because of his financial expertise and his qualification as an audit committee financial expert under applicable SEC rules; his extensive experience in the energy sector; and his significant public-company board governance experience, which contributes to the Board's effectiveness in overseeing the Company's financial reporting and compliance functions. Mr. Okoro is independent under the listing standards of the NYSE and the additional independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Catherine Liang — Independent Director
Catherine Liang has served as a member of the Company's Board of Directors since __. Ms. Liang brings to the Board a broad background in renewable energy, technology, corporate governance, and executive compensation. Ms. Liang currently serves as the Chair of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee of the Board.
Ms. Liang has developed particular expertise in the design and implementation of executive compensation programs, including equity incentive plans and performance-based compensation structures, as well as in corporate governance best practices applicable to public companies. Her knowledge of the renewable energy and technology sectors provides the Board with a valuable perspective on industry trends, competitive dynamics, and talent management in the markets in which the Company operates.
Qualifications for Board Service. Our Board believes that Ms. Liang is qualified to serve as a director of the Company because of her expertise in executive compensation design and corporate governance; her knowledge of the renewable energy and technology sectors; and the independent judgment and perspective she contributes to the Board's decision-making process. Ms. Liang is independent under the listing standards of the NYSE.
Richard Estavez — Independent Director
Richard Estavez has served as a member of the Company's Board of Directors since __. Mr. Estavez brings to the Board deep experience in the energy and infrastructure sectors, with particular expertise in project finance, capital markets, and regulatory matters relevant to the renewable energy industry. Mr. Estavez currently serves as the Chair of the Nominating and Corporate Governance Committee and as a member of the Compensation Committee of the Board.
Mr. Estavez's career has included significant involvement in the financing, development, and governance of energy and infrastructure projects across the United States and internationally. His regulatory expertise encompasses federal and state energy policy, environmental permitting, and the interconnection and transmission planning processes that are critical to the success of utility-scale renewable energy projects.
Qualifications for Board Service. Our Board believes that Mr. Estavez is qualified to serve as a director of the Company because of his deep infrastructure and project finance expertise; his regulatory knowledge relevant to the renewable energy industry; and the independence of thought and judgment he brings to Board deliberations. Mr. Estavez is independent under the listing standards of the NYSE.
3. Executive Officer Biographies (Non-Director Officers)
The following sets forth biographical information for each of our executive officers who does not also serve as a director.
Marcus Yoon — Chief Financial Officer
Marcus Yoon has served as the Company's Chief Financial Officer since __. In this capacity, Mr. Yoon is responsible for all aspects of the Company's financial management, including accounting and financial reporting, financial planning and analysis, investor relations, treasury functions, and tax matters. Mr. Yoon oversees the preparation and presentation of the Company's consolidated financial statements and serves as the principal point of contact with the Company's independent registered public accounting firm, Ashford & Pemberton LLP (lead engagement partner, Gregory Sondheim), in connection with the annual audit and quarterly review engagements.
For the fiscal year ended December 31, 2021, the Company reported revenue of $487.3 million, Adjusted EBITDA of $218.6 million, net income of $41.7 million, total assets of $3.94 billion, and total debt of $1.71 billion. Mr. Yoon has been instrumental in the development and execution of the financial strategies that have supported the Company's growth and in preparing the Company for the transition to public-company reporting requirements.
Mr. Yoon manages the Company's banking relationships, including the relationship with Veltrano National Bank with respect to the Company's corporate credit facilities, and the relationships with the Company's project-finance lenders and other capital providers. Prior to joining CBR, Mr. Yoon held senior finance roles at companies in the energy and utility sectors, where he developed extensive experience in public company financial reporting, capital allocation, and capital markets transactions.
Sandra Haverford — General Counsel and Corporate Secretary
Sandra Haverford has served as the Company's General Counsel and Corporate Secretary since __. In her capacity as General Counsel, Ms. Haverford oversees all legal affairs, corporate governance, compliance, regulatory matters, and corporate secretary functions of the Company. Ms. Haverford also manages the Company's relationships with external counsel, including Calderwood & Harkness LLP (lead partner, Jennifer Kwon), which serves as the Company's issuer's counsel in connection with this offering.
Ms. Haverford is responsible for the Company's SEC filings, compliance with stock exchange listing requirements, and overall public-company readiness. She works closely with the Audit Committee and the Nominating and Corporate Governance Committee on governance and compliance matters. Ms. Haverford brings to the Company an extensive background in energy law, securities regulation, and corporate governance, developed through years of practice advising companies in the energy and infrastructure sectors on a wide range of transactional, regulatory, and governance matters.
Dale Renfroe — Chief Operating Officer
Dale Renfroe has served as the Company's Chief Operating Officer since __. Mr. Renfroe oversees day-to-day operations across the Company's 22 operating renewable energy projects, which collectively comprise approximately 3.8 GW of capacity. His responsibilities include construction management for projects under development, operations and maintenance, safety, reliability, and performance optimization across the Company's operating fleet.
Mr. Renfroe currently oversees the construction of the Mesquite Wind project (420 MW, Oldham County, Texas, expected commercial operation date in the third quarter of 2022) and the Cimarron Solar project (350 MW, Doña Ana County, New Mexico, expected commercial operation date in the first quarter of 2023). These projects represent a combined investment of over $800 million and are expected to contribute significantly to the Company's operating capacity upon completion.
Prior to joining CBR, Mr. Renfroe developed a strong background in renewable energy operations, power plant management, and engineering. His technical and operational expertise has been critical to the Company's ability to deliver projects on time and on budget and to maintain high levels of operational performance across its growing portfolio.
Priya Anand — Senior Vice President, Finance and Treasurer
Priya Anand has served as the Company's Senior Vice President, Finance and Treasurer since __. Ms. Anand is responsible for all treasury operations, debt capital markets activities, project finance and tax equity structuring, and cash management for the Company. Ms. Anand manages the Company's debt portfolio, which totaled $1.71 billion as of December 31, 2021, including the following principal facilities:
• Corporate Revolving Credit Facility: A $400 million senior secured revolving credit facility provided by Veltrano National Bank, with a maturity date of January 2027.
• Term Loan B: A $650 million senior secured term loan B facility provided by Veltrano National Bank, with a maturity date of January 2029 and an outstanding principal balance of $612.5 million as of December 31, 2021.
• Mesquite Wind Project Finance Facility: A $165 million project-finance credit facility provided by Prairie Commercial Bank, N.A. for the construction and permanent financing of the Mesquite Wind project.
• Cimarron Solar Project Finance Facility: A $143 million project-finance credit facility provided by Prairie Commercial Bank, N.A. for the construction and permanent financing of the Cimarron Solar project.
Ms. Anand also coordinates with Veltara Basin Financial LLC in connection with the $280 million Solaris West tax-equity partnership (flip expected in 2028). See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources" and "Description of Certain Indebtedness" for further detail.
Prior to joining CBR, Ms. Anand developed an extensive background in corporate treasury, project finance, and capital markets through senior roles in the energy sector.
Tomás Quintero — Senior Vice President, Project Development
Tomás Quintero has served as the Company's Senior Vice President, Project Development since __. Mr. Quintero is responsible for project origination, land acquisition, interconnection, environmental permitting, and all development-stage activities for the Company's pipeline of new renewable energy projects. Mr. Quintero leads the development of the Company's 6.2 GW development pipeline, including:
• Silverleaf Wind: A 600 MW wind project located in Irion County, Texas, with expected commercial operation in the fourth quarter of 2024.
• Copper Basin Solar + Storage: A 750 MW solar photovoltaic facility paired with a 300 MW / 1,200 MWh battery energy storage system located in Riverside County, California, with expected commercial operation in the second quarter of 2025.
Mr. Quintero works closely with Greenridge Environmental Sciences LLC (Dr. Nadine Torres, Principal Scientist) on Phase I and Phase II environmental site assessments and permitting support for the Company's development-stage projects. Mr. Quintero reports to Ms. Briggs and collaborates with the Company's land, interconnection, and power marketing teams to advance projects through each stage of the development process.
Prior to joining CBR, Mr. Quintero developed extensive experience in renewable energy development, environmental sciences, and project management.
Rachel Whitmore — Chief People Officer
Rachel Whitmore has served as the Company's Chief People Officer since __. Ms. Whitmore is responsible for all aspects of human resources, including talent acquisition, employee relations, benefits administration, organizational development, and corporate culture. Ms. Whitmore oversees the Company's workforce of approximately 1,240 employees.
In connection with this offering, Ms. Whitmore has led the Company's efforts related to the design and implementation of the Company's IPO equity compensation programs, working in coordination with Clarendon Rowe Advisory Group LLC (Patricia Voss, Senior Managing Director), the Company's independent compensation consultant, and the Compensation Committee of the Board. These programs include the 2022 Omnibus Equity Incentive Plan and the 2022 Employee Stock Purchase Plan, each as described under "Executive Compensation."
Prior to joining CBR, Ms. Whitmore developed extensive experience in human resources management, organizational development, and executive compensation, gained through leadership roles at companies operating in range sectors.
4. Board Composition and Structure
4.1 Board Size and Composition
Our Board of Directors currently consists of seven (7) directors, as follows:
• Management Directors (2): Garrett Calloway and Elaine Briggs, each of whom serves as an executive officer of the Company and is not considered independent under NYSE listing standards.
• Pinnacle Vista Investor Designees (2): Hugh Pemberton and Diane Kovac, each of whom serves on the Board pursuant to the designation rights of Pinnacle Vista Capital Partners III, LP and its affiliates under the Amended and Restated Stockholders' Agreement and is not considered independent under NYSE listing standards.
• Independent Directors (3): Warren Okoro, Catherine Liang, and Richard Estavez, each of whom is independent under NYSE listing standards and applicable SEC rules.
Our directors are designated pursuant to the Amended and Restated Stockholders' Agreement among CBR, Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs, which will become effective upon the closing of this offering, replacing the Company's existing pre-IPO stockholders' agreement. Under the Amended and Restated Stockholders' Agreement, Pinnacle Vista Capital Partners III, LP and its affiliates have the right to designate a specified number of directors for nomination to the Board based on their ownership of the Company's outstanding common stock. Pinnacle Vista's board designation rights step down based on ownership thresholds specified in the Amended and Restated Stockholders' Agreement. See "Certain Relationships and Related Party Transactions — Amended and Restated Stockholders' Agreement" for a description of the designation rights and applicable ownership thresholds.
4.2 Classified Board Structure
Upon the effectiveness of our Amended and Restated Certificate of Incorporation, which will be filed with the Secretary of State of the State of Delaware in connection with the closing of this offering, our Board of Directors will be divided into three classes, designated Class I, Class II, and Class III, with staggered three-year terms. Directors in each class will serve until the annual meeting of stockholders in the year of their term's expiration and until their respective successors are duly elected and qualified, subject to earlier resignation, removal, or death. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring.
The classification of the Board has the effect that stockholders may change the composition of only approximately one-third of the Board at any annual meeting. This classified board structure may have the effect of discouraging a third party from making a tender offer or otherwise attempting to obtain control of the Company, even if such a transaction would be beneficial to the Company's stockholders. The classified board provision may also delay stockholders who do not agree with the policies of the Board from changing a majority of the Board for up to two years. See "Description of Capital Stock — Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws."
4.3 Director Independence Analysis Under NYSE Listing Standards
Our Board of Directors has undertaken a review of the independence of each director and has affirmatively determined that each of the following directors is independent within the meaning of Section 303A of the NYSE Listed Company Manual and applicable SEC rules:
• Warren Okoro — Independent
• Catherine Liang — Independent
• Richard Estavez — Independent
Our Board has determined that the following four directors are not independent under the NYSE listing standards:
• Garrett Calloway — Not independent because he currently serves as Chief Executive Officer, an executive officer of the Company.
• Elaine Briggs — Not independent because she currently serves as President, Development, an executive officer of the Company.
• Hugh Pemberton — Not independent because he is an investor designee serving as Managing Partner of Pinnacle Vista Capital Management LLC, the general partner of Pinnacle Vista Capital Partners III, LP, which holds approximately 62% of CBR's pre-IPO common stock. Mr. Pemberton's affiliation with a significant stockholder and his designation pursuant to the Stockholders' Agreement preclude an independence finding under applicable NYSE rules.
• Diane Kovac — Not independent because she is an investor designee serving as Managing Partner of Pinnacle Vista Capital Management LLC, the general partner of Pinnacle Vista Capital Partners III, LP, which holds approximately 62% of CBR's pre-IPO common stock.
As a result, a majority of our Board of Directors is not currently composed of independent directors. As described below under "— Controlled Company Status," following the completion of this offering, we may qualify as a "controlled company" under the NYSE listing rules, in which case we would be exempt from the requirement that a majority of our Board be composed of independent directors. If we do not qualify as a controlled company, we will be required to comply with the NYSE's independence requirements, including the requirement that a majority of our Board be composed of independent directors, within the transition periods prescribed by applicable NYSE rules for companies listing in connection with an initial public offering.
5. Controlled Company Status
Following the completion of this offering, Pinnacle Vista Capital Partners III, LP, combined with its affiliated entities (collectively, "Pinnacle Vista"), is expected to continue to hold a significant percentage of the voting power of our outstanding common stock. Based on the assumptions set forth in this prospectus (base offering without exercise of the underwriters' overallotment option), upon the closing of this offering, Pinnacle Vista is expected to hold approximately 62,000,000 shares of common stock out of a total of approximately 123,713,636 shares of common stock outstanding, representing approximately 50.1% of the total voting power. In the event that Pinnacle Vista sells the 6,818,182 shares of common stock being sold by Pinnacle Vista as a selling stockholder in this offering, Pinnacle Vista's holdings would be reduced to approximately 55,181,818 shares of common stock, representing approximately 44.6% of the total shares of common stock outstanding. However, when combined with the shares held by Garrett Calloway and Elaine Briggs, who are parties to the Amended and Restated Stockholders' Agreement, Pinnacle Vista may continue to exercise effective control over the Company, and the Company's "controlled company" status may be maintained.
Under the NYSE listing rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group, or another company qualifies as a "controlled company." A controlled company may avail itself of certain exemptions from the corporate governance requirements of the NYSE, including:
• the requirement that a majority of the board of directors be composed of independent directors;
• the requirement that the compensation committee be composed entirely of independent directors; and
• the requirement that the nominating and corporate governance committee be composed entirely of independent directors.
If the Company qualifies as a "controlled company" following the completion of this offering, we intend to rely on one or more of the controlled-company exemptions described above. To the extent we rely on such exemptions, holders of our common stock will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.
If we cease to qualify as a controlled company at any time following the completion of this offering, we will be required to comply with the NYSE's corporate governance requirements, including the requirement that a majority of the Board consist of independent directors and that the compensation committee and the nominating and corporate governance committee each be composed entirely of independent directors. Under the NYSE's phase-in rules, we will be required to have at least one independent director on each of the compensation committee and the nominating and corporate governance committee on the date we cease to be a controlled company, a majority of independent directors on each such committee within 90 days of such date, and each such committee composed entirely of independent directors within one year of such date. Similarly, we will be required to have a majority of independent directors on the Board within one year of the date we cease to qualify as a controlled company.
Notwithstanding the controlled-company exemption, the Audit Committee of the Board is not subject to this exemption and must comply with the independence requirements of Rule 10A-3 under the Exchange Act. See "— Board Committees — Audit Committee" below.
6. Board Committees
Our Board of Directors has established three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each committee operates under a written charter that will be adopted by the Board in connection with the closing of this offering. Copies of each committee charter will be available on the "Investors — Governance" section of the Company's website at www.calloway-briggsrenewables.com. Information on or accessible through our website is not incorporated by reference into this prospectus and should not be considered a part of this prospectus.
6.1 Audit Committee
Members: Warren Okoro and __. Under the NYSE's phase-in rules applicable to companies listing in connection with an initial public offering, the Audit Committee must have at least one independent member at the time of listing, a majority of independent members within 90 days of listing, and be composed entirely of independent members within one year of listing. We expect to satisfy these requirements within the prescribed time periods.
Audit Committee Financial Expert. Our Board of Directors has determined that Warren Okoro qualifies as an "audit committee financial expert" within the meaning of Item 407(d)(5) of Regulation S-K promulgated by the SEC. Mr. Okoro's designation as an audit committee financial expert does not impose on him any duties, obligations, or liability that are greater than the duties, obligations, and liability imposed on him as a member of the Audit Committee and the Board of Directors in the absence of such designation.
Independence. All members of the Audit Committee are, and will be, independent under the listing standards of the NYSE and satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act. The Audit Committee is not subject to the controlled-company exemption described above.
Responsibilities. The Audit Committee's principal responsibilities include:
• Oversight of the integrity of the Company's financial statements and financial reporting processes, including review of the Company's quarterly and annual financial statements and earnings releases;
• Engagement, compensation, retention, and oversight of the Company's independent registered public accounting firm, Ashford & Pemberton LLP (lead engagement partner, Gregory Sondheim), including evaluation of the firm's qualifications, independence, and performance;
• Review and assessment of the adequacy and effectiveness of the Company's internal controls over financial reporting and disclosure controls and procedures;
• Review and approval or ratification of related-party transactions, in accordance with the Company's related-party transactions policy;
• Oversight of the Company's enterprise risk management framework, including financial risk, cybersecurity risk, and compliance risk;
• Oversight of the Company's internal audit function; and
• Such other duties and responsibilities as are set forth in the Audit Committee charter or as may be delegated to the Audit Committee by the Board from time to time.
Charter. The Audit Committee operates under a written charter to be adopted by the Board in connection with the closing of this offering. A copy of the Audit Committee charter will be available on the Company's website.
6.2 Compensation Committee
Members: Catherine Liang (Chair), Richard Estavez, and Warren Okoro.
Independence. All members of the Compensation Committee are independent under the listing standards of the NYSE. In addition, each member of the Compensation Committee qualifies as a "non-employee director" within the meaning of Rule 16b-3 under the Exchange Act. If the Company relies on the controlled-company exemption, the Compensation Committee need not be composed entirely of independent directors; however, the current composition of the Compensation Committee satisfies the independence requirements in any event.
Responsibilities. The Compensation Committee's principal responsibilities include:
• Oversight and administration of the Company's executive compensation programs, including base salary, annual incentive compensation, and long-term equity-based compensation;
• Administration of, and approval of grants under, the Company's 2022 Omnibus Equity Incentive Plan (the "Equity Plan"), which provides for a share reserve of 12,727,273 shares of common stock, representing approximately 10% of the Company's post-offering outstanding shares on a fully exercised basis of 127,272,727 shares, and the Company's 2022 Employee Stock Purchase Plan (the "ESPP"), which provides for a share reserve of 2,545,455 shares of common stock, representing approximately 2% of the Company's post-offering outstanding shares;
• Review and approval of the compensation of the Company's Chief Executive Officer and other executive officers;
• Retention, compensation, and oversight of the Company's independent compensation consultant, Clarendon Rowe Advisory Group LLC (Patricia Voss, Senior Managing Director);
• Review and assessment of compensation-related risk; and
• Such other duties and responsibilities as are set forth in the Compensation Committee charter or as may be delegated to the Compensation Committee by the Board from time to time.
Charter. The Compensation Committee operates under a written charter to be adopted by the Board in connection with the closing of this offering. A copy of the Compensation Committee charter will be available on the Company's website.
6.3 Nominating and Corporate Governance Committee
Members: Richard Estavez (Chair), Catherine Liang, and Hugh Pemberton.
Independence. Richard Estavez and Catherine Liang are independent under the listing standards of the NYSE. Hugh Pemberton is not independent, as he is an investor designee of Pinnacle Vista Capital Partners III, LP. If the Company qualifies as a "controlled company" under NYSE listing rules, the Nominating and Corporate Governance Committee is not required to be composed entirely of independent directors. If the Company does not qualify as a controlled company, the Company will phase in full independence of the Nominating and Corporate Governance Committee within the time periods required by applicable NYSE transition rules for companies listing in connection with an initial public offering.
Responsibilities. The Nominating and Corporate Governance Committee's principal responsibilities include:
• Identification and recommendation of qualified candidates for election or appointment to the Board of Directors, taking into account the board designation rights of Pinnacle Vista Capital Partners III, LP under the Amended and Restated Stockholders' Agreement;
• Oversight of the composition and structure of the Board and its committees, including the assessment of director qualifications, skills, and experience;
• Development, review, and recommendation of the Company's corporate governance guidelines and policies;
• Establishment and oversight of director qualification standards;
• Oversight of the annual board and committee self-evaluation process;
• Oversight of compliance with the board-designation provisions of the Amended and Restated Stockholders' Agreement; and
• Such other duties and responsibilities as are set forth in the Nominating and Corporate Governance Committee charter or as may be delegated to the Committee by the Board from time to time.
Charter. The Nominating and Corporate Governance Committee operates under a written charter to be adopted by the Board in connection with the closing of this offering. A copy of the Nominating and Corporate Governance Committee charter will be available on the Company's website.
7. Director Compensation
The Company expects to implement a director compensation program for its non-employee directors effective upon the closing of this offering. The principal elements of the non-employee director compensation program are expected to include:
Annual Cash Retainer. Each non-employee director will receive an annual cash retainer for service on the Board. Additional cash retainers will be paid to directors serving as the chair of the Audit Committee, the Compensation Committee, or the Nominating and Corporate Governance Committee, as well as additional retainers for membership on each standing committee.
Annual Equity Grants. Each non-employee director will receive an annual grant of restricted stock units ("RSUs") or other equity-based awards under the 2022 Omnibus Equity Incentive Plan, the value and vesting terms of which will be established by the Board in consultation with the Company's independent compensation consultant, Clarendon Rowe Advisory Group LLC (Patricia Voss, Senior Managing Director). The non-employee director compensation program has been benchmarked by Clarendon Rowe Advisory Group LLC against a peer group of publicly traded renewable energy and utility companies.
Management Directors. Garrett Calloway and Elaine Briggs, each of whom serves as an executive officer of the Company, do not receive additional compensation for their service on the Board of Directors.
Pinnacle Vista Designees. Hugh Pemberton and Diane Kovac, the Pinnacle Vista designees, may elect to receive or waive their non-employee director compensation. To the extent any compensation payable to Pinnacle Vista designees is paid to, or for the benefit of, Pinnacle Vista Capital Management LLC or its affiliates rather than to the individual directors, such arrangement will be disclosed in accordance with applicable SEC rules.
Prior to this offering, the Company has not maintained a formal non-employee director compensation program, and all cash and equity compensation information for the period prior to this offering is set forth under "Executive Compensation — Director Compensation Table."
8. Role of the Board in Risk Oversight
The Board of Directors has primary responsibility for the oversight of the Company's enterprise risk management framework. While the Company's management is responsible for the day-to-day identification, assessment, and management of risk, the Board and its committees provide oversight of management's risk management activities. The Board's risk oversight function is implemented through the following structure:
• Audit Committee. The Audit Committee is responsible for oversight of financial and accounting risk, the effectiveness of internal controls over financial reporting, cybersecurity risk, and compliance risk. The Audit Committee regularly receives reports from the Chief Financial Officer, the General Counsel, and the Company's internal audit function regarding key financial, cybersecurity, and compliance risks facing the Company.
• Compensation Committee. The Compensation Committee is responsible for oversight of compensation-related risk, including the assessment of whether the Company's compensation policies and practices create incentives for excessive risk-taking.
• Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for oversight of governance risk, including the assessment of the Board's structure and composition, the effectiveness of corporate governance policies, and compliance with the Amended and Restated Stockholders' Agreement.
• Full Board. The full Board of Directors retains oversight of strategic, operational, regulatory, and reputational risk. The Board receives regular reports from management, including the Chief Executive Officer, the Chief Financial Officer, the General Counsel, and the Chief Operating Officer, on key risk areas including project development risk, commodity price risk, regulatory risk, environmental risk, and cybersecurity risk. The Board also engages in periodic deep-dive reviews of specific risk topics as warranted by the Company's business activities and external conditions.
The Company believes that the current allocation of risk oversight responsibilities among the Board and its committees, together with the regular reporting by management, provides an effective framework for the oversight of the Company's enterprise risk management program.
9. Code of Business Conduct and Ethics
In connection with this offering, the Company has adopted a Code of Business Conduct and Ethics (the "Code") applicable to all of its directors, officers, and employees, including the Company's principal executive officer, principal financial officer, and principal accounting officer. The Code is designed to promote honest and ethical conduct, full, fair, accurate, timely, and understandable disclosure, compliance with applicable laws and regulations, the prompt internal reporting of violations, and accountability for adherence to the Code.
The Code satisfies the requirements of the NYSE listing standards and the applicable rules and regulations of the SEC, including Item 406 of Regulation S-K. The Code will be available on the "Investors — Governance" section of the Company's website at www.calloway-briggsrenewables.com. To the extent required by applicable rules, the Company will promptly disclose on its website or by filing a Current Report on Form 8-K any amendment to, or waiver of, a provision of the Code that applies to the Company's principal executive officer, principal financial officer, principal accounting officer, or any of its directors.
10. Corporate Governance Guidelines
In connection with this offering, the Company has adopted Corporate Governance Guidelines (the "Guidelines") that set forth the Board's policies regarding, among other things, director qualifications, board composition, director independence, the role and responsibilities of the Chairman of the Board, board and committee self-evaluation, director orientation and continuing education, management succession planning, and other corporate governance matters. The Guidelines will be reviewed periodically by the Nominating and Corporate Governance Committee and updated as appropriate. The Guidelines will be available on the "Investors — Governance" section of the Company's website at www.calloway-briggsrenewables.com.
11. Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee — Catherine Liang, Richard Estavez, or Warren Okoro — is, or has at any time been, an officer or employee of the Company or any of its subsidiaries. None of the members of the Compensation Committee has had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K.
During the fiscal year ended December 31, 2021, no executive officer of the Company served, or has served during the preceding three fiscal years, as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving on the Company's Board of Directors or Compensation Committee. There are no interlocking relationships requiring disclosure under Item 407(e)(4) of Regulation S-K.
12. Limitations on Liability and Indemnification
Limitation of Director Liability
The Company's Amended and Restated Certificate of Incorporation, which will be filed with the Secretary of State of the State of Delaware and become effective upon the closing of this offering, contains a provision eliminating or limiting the personal liability of the Company's directors for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by the General Corporation Law of the State of Delaware, as it now exists or may hereafter be amended (the "DGCL"). Under the DGCL as currently in effect, a director may not be held personally liable for monetary damages for breach of fiduciary duty, except for liability:
(i) for any breach of the director's duty of loyalty to the Company or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the DGCL, relating to unlawful payments of dividends or unlawful stock purchases or redemptions; or
(iv) for any transaction from which the director derived an improper personal benefit.
Indemnification. The Company's Amended and Restated Bylaws, which will become effective upon the closing of this offering, provide for the mandatory indemnification of the Company's directors and officers, and the advancement of expenses incurred by such persons in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, to the fullest extent permitted by the DGCL, subject to certain limited exceptions.
Individual Indemnification Agreements
In connection with this offering, the Company has entered into individual indemnification agreements with each of its seven (7) directors — Garrett Calloway, Elaine Briggs, Hugh Pemberton, Diane Kovac, Warren Okoro, Catherine Liang, and Richard Estavez — and each of its six (6) named executive officers — Marcus Yoon, Sandra Haverford, Dale Renfroe, Priya Anand, Tomás Quintero, and Rachel Whitmore — for a total of thirteen (13) indemnification agreements. These indemnification agreements provide for the indemnification and advancement of expenses to the fullest extent permitted by the DGCL and are in addition to the indemnification rights provided under the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. The form of indemnification agreement is filed as an exhibit to this registration statement.
Directors' and Officers' Liability Insurance
The Company maintains a directors' and officers' ("D&O") liability insurance program with an aggregate policy tower of $50 million, structured as follows:
• Primary layer: Meridian National Assurance Company (policy no. DNO-22-048871);
• Excess Layer 1: Stonebridge Indemnity Corp.; and
• Excess Layer 2: Commonwealth Omnivrel Insurance Ltd.
The annual premium for the D&O program is approximately $1.87 million. Placement of the D&O program was arranged by Dravello Place Insurance Advisors LLC (Nina Radcliffe, Senior Vice President). In addition, the Company maintains a Side A difference-in-conditions ("DIC") policy providing non-rescindable coverage for individual directors and officers in circumstances where the Company is unable or unwilling to indemnify such individuals.
Effect of Limitation of Liability and Indemnification
The limitation of liability and indemnification provisions contained in the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, the individual indemnification agreements, and the D&O insurance program described above may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty and may reduce the likelihood of stockholder derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit the Company and its stockholders. A stockholder's investment in the Company may be adversely affected to the extent that the Company pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions and insurance arrangements.
13. Family Relationships
There are no family relationships among any of the directors or executive officers of the Company.
14. Involvement in Certain Legal Proceedings
During the past ten years, none of the Company's directors or executive officers has been involved in any legal proceedings requiring disclosure under Item 401(f) of Regulation S-K, including: (i) any petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent, or similar officer appointed by a court for, the business or property of such person, or any partnership in which such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which such person was an executive officer at or within two years before the time of such filing; (ii) any conviction in a criminal proceeding or being named the subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) being the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining such person from, or otherwise limiting, any activity described in Item 401(f) of Regulation S-K; or (iv) being the subject of any order, judgment, or decree of any federal or state authority barring, suspending, or otherwise limiting for more than 60 days the right of such person to engage in any activity described in Item 401(f) of Regulation S-K, or being found by a court of competent jurisdiction, the SEC, or the Commodity Futures Trading Commission to have violated any federal or state securities law or commodities law.
15. Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires the Company's directors, executive officers, and persons who beneficially own more than 10% of the Company's common stock to file reports of ownership and changes in ownership of the Company's common stock with the SEC. Upon the completion of this offering, the Company's directors, executive officers, and beneficial owners of more than 10% of the Company's common stock will become subject to the reporting requirements of Section 16(a) of the Exchange Act. Because no class of the Company's equity securities was registered under Section 12 of the Exchange Act prior to this offering, no person was subject to the Section 16(a) reporting requirements during the fiscal year ended December 31, 2021. Following the effectiveness of this registration statement, the Company intends to assist its directors, executive officers, and principal stockholders in complying with all applicable Section 16(a) filing requirements.
Name | Age | Position(s)
Garrett Calloway | __ | Co-Founder, Chairman of the Board and Chief Executive Officer
Elaine Briggs | __ | Co-Founder, President — Development and Director
Hugh Pemberton | __ | Director
Diane Kovac | __ | Director
Warren Okoro | __ | Director
Catherine Liang | __ | Director
Richard Estavez | __ | Director
Marcus Yoon | __ | Chief Financial Officer
Sandra Haverford | __ | General Counsel and Corporate Secretary
Dale Renfroe | __ | Chief Operating Officer
Priya Anand | __ | Senior Vice President, Finance and Treasurer
Tomás Quintero | __ | Senior Vice President, Project Development
Rachel Whitmore | __ | Chief People Officer

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