DEF 14A of Xcel Energy Inc, Apr 9, 2024

DEF 14A of Xcel Energy Inc

Filed Apr 9, 2024 · FY20230000072903-24-000082

Open on EDGAR

  1. Determining Executive Officer and Director Compensation

    Determining Executive Officer and Director Compensation The GCN Committee has broad authority to develop and implement compensation policies and programs for executive officers and directors. The GCN Committee may retain independent, external compensation consultants to assist in this effort and may change consultants at any time during the year if it determines that a change would be in the best interests of the Company and our shareholders. To assist in setting 2023 compensation, the GCN Committee retained Meridian Compensation Partners, LLC ("Meridian") as its independent executive compensation consultant. Meridian is an independent consulting firm delivering advisory services to compensation committees and does not perform any assignments for the Company other than providing executive and director compensation services for the GCN Committee. Several internal controls exist to ensure the independent judgment of Meridian: •Meridian reports directly to the GCN Committee and not to management. •Meridian routinely participates in executive sessions of the GCN Committee without members of management present. •The GCN Committee has the exclusive authority to hire, retain and set the compensation for its executive compensation consultant and advisors. The GCN Committee assessed Meridian’s independence pursuant to Nasdaq and SEC rules and concluded that no conflict of interest exists that prevents it from independently advising the GCN Committee. In its oversight of our 2023 executive compensation program, the GCN Committee worked with Meridian, the CEO and the Chief Human Resources Officer. The GCN Committee received additional support from the Vice President, Corporate Secretary and the Executive Vice President, Chief Legal and Compliance Officer. In 2023, the CEO and other officers provided recommendations with respect to: •The corporate performance objectives and goals on which awards of both annual and long-term incentive compensation are based. •Attracting, retaining and motivating executive officers. •Information regarding financial performance, budgets and forecasts as they pertain to executive compensation. •Market information regarding compensation levels, practices and trends. Additional information regarding the determination of executive compensation is included in the Compensation Discussion and Analysis ("CD&A") beginning on page 33. Information about our director compensation practices is provided beginning on page 64.

  2. Determining Executive Officer and Director Compensation

    | PROXY STATEMENT 2024 | 17 |

  3. Key Skills, Expertise and Attributes of the Director Nominees

    Key Skills, Expertise and Attributes of the Director Nominees The Board has identified key skills, expertise and attributes that are important for effective governance of Xcel Energy. Each director brings to us a wealth of experience that combines to varying degrees many or all of these skills, but some have more in-depth experience in a particular area than others. Consistent with the goal of ensuring a comprehensive mix of skills and expertise is represented at the Board table, below we capture how the director nominees contribute to both the general skills mix (organized by key attribute), as well as the specialized expertise relevant to that attribute. In making this assessment, we considered the experience each director brings from work, education, service on other public company boards and engagement in community, civic and business organizations. The key skills and specialized expertise held by each director nominee are set forth in the following matrix.

  4. Key Skills, Expertise and Attributes of the Director Nominees

    | | | Burkhart | Casey | Frenzel | Johnson | Kampling | Kehl | O'Brien | Pardee | Policinski | Prokopanko | Welsh | Williams | Yohannes | | | Leadership & Strategy | | | | | | | | | | | | | | | | Public Company/Large Organization CEO | | | | | | | | | | | | | | | | Legal, Policy and Governance | | | | | | | | | | | | | | | | Human Resources Management and Executive Compensation | | | | | | | | | | | | | | | | Risk Management | | | | | | | | | | | | | | | | Finance | | | | | | | | | | | | | | | | Audit Committee Financial Expert | | | | | | | | | | | | | | | | Investment Oversight | | | | | | | | | | | | | | | | CFO Experience | | | | | | | | | | | | | | | | Regulated Industry | | | | | | | | | | | | | | | | Utility and Energy Sector | | | | | | | | | | | | | | | | Nuclear Leadership and Expertise | | | | | | | | | | | | | | | | Environmental | | | | | | | | | | | | | | | | Customer & Community | | | | | | | | | | | | | | | | Nonprofit Board Governance | | | | | | | | | | | | | | | | Consumer-Facing Business Experience | | | | | | | | | | | | | |

  5. Key Skills, Expertise and Attributes of the Director Nominees

    | Leadership & Strategy | | Directors who hold or have held significant leadership positions provide the Company with valuable insights. These people generally possess strong leadership qualities as well as the ability to identify and develop those qualities in others. They demonstrate a practical understanding of strategy development and corporate governance, know how to create growth and value and prioritize creating a strong corporate culture. Specialized expertise includes: •Public Company/Large Organization CEO Experience •Legal, Governance and Policy Expertise •Human Resource Management and Executive Compensation Experience |

  6. Key Skills, Expertise and Attributes of the Director Nominees

    | Risk Management | | Effectively managing risk in a rapidly changing environment is critical to our success. Directors should have a sound understanding of the most significant risks facing the Company and the experience needed to provide effective oversight of risk management processes. |

  7. Key Skills, Expertise and Attributes of the Director Nominees

    | Finance | | Accurate financial reporting and auditing are critical to our success, and so we seek to have a number of directors who qualify as audit committee financial experts. Given the highly capital-intensive nature of our business, we also seek directors who have experience overseeing large capital projects and complex financings. Specialized expertise includes: •Audit Committee Financial Expert •Investment Oversight Expertise •Chief Financial Officer Experience |

  8. Key Skills, Expertise and Attributes of the Director Nominees

    | Regulated Industry | | Our industry is heavily regulated and directly affected by government actions. Our operations are complex, and addressing rapidly changing industry issues has strategic implications. As such, we seek directors with experience working closely with government agencies or in highly regulated businesses, or with experience in industries that require extensive permitting and community engagement to conduct business. Specific expertise includes: •Utility and Energy Sector Experience •Nuclear Leadership and Expertise |

  9. Key Skills, Expertise and Attributes of the Director Nominees

    | Environmental | | The production of energy has environmental impacts, and how we address rapidly evolving environmental regulation is critical to our business. Directors with experience in addressing complex environmental regulations or siting major facilities bring valuable expertise to our Board. |

  10. Key Skills, Expertise and Attributes of the Director Nominees

    | Customer & Community | | Given the essential service we provide, understanding the needs and interests of stakeholders is critical. Directors with experience in customer-facing industries bring valuable expertise as we prepare for a more competitive energy market. Likewise, a keen understanding of community issues and interests is important, as our success is tied to the success of the communities we serve. Specific experience includes: •Nonprofit Board Governance •Consumer-Facing Business Experience |

  11. Key Skills, Expertise and Attributes of the Director Nominees

    In evaluating director nominees, the GCN Committee considers experience in the areas identified above and expects director nominees to have proven leadership skills, sound judgment, integrity and a commitment to the success of the Company. For incumbent directors, the GCN Committee considers attendance, past performance on the Board and contributions to the Board and applicable committees. In addition to experience and expertise, when assessing Board composition and director nominees the GCN Committee and the Board also consider independence, diversity and tenure, each of which is discussed in turn below.

  12. Shareholder Recommendation of Directors

    Shareholder Recommendation of Directors Any shareholder may recommend to the GCN Committee potential nominees for consideration for membership on the Board. Recommendations can be made by sending a written statement of the qualifications of the recommended individual to the Corporate Secretary, Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota 55401. Such recommendations should be received by October 1, 2024 to be considered for the 2025 Annual Meeting of Shareholders. The GCN Committee will evaluate candidates recommended by shareholders on the same basis as it evaluates other candidates. No shareholder recommendations were received in connection with the 2024 Annual Meeting of Shareholders.

  13. Shareholder Recommendation of Directors

    | PROPOSAL NO. 1 | | ELECTION OF DIRECTORS |

  14. Shareholder Recommendation of Directors

    Serving shareholders well is a key priority for the Board. We believe a well-qualified and diverse mix of directors best positions the Board to effectively govern and achieve strong results. Demonstrated leadership, judgment and expertise, combined with diversity, integrity and experience, are some of the important characteristics for Board members. Such characteristics are evaluated when considering director candidates. We currently have 13 directors on our Board, and all 13 have been recommended by the GCN Committee and nominated by the Board for reelection at the annual meeting. Of the 13 nominees, 12 were elected by our shareholders at the 2023 Annual Meeting of Shareholders. In the summer of 2023, the GCN Committee determined the Board would benefit from adding Tim Welsh as a director. Tim Welsh serves as Vice Chair, Consumer and Business Banking for a Fortune 500 company and has expertise in finance, strategy and regulation. Mr. Welsh was identified as a potential candidate by our CEO, and after reviewing Mr. Welsh's qualifications, the GCN Committee recommended him for election to the Board. Mr. Welsh began serving on our Board on August 23, 2023. We believe the slate of directors brings not only the right expertise and experience to the Board, but also the right attributes to ensure constructive and free exchange of ideas and opinions with each other and with management. Each of the 13 director nominees has agreed to be named in this proxy statement and to serve if elected. Should any nominee become unable to serve for any reason, the persons named as proxies reserve full discretion to vote "FOR" any other persons who may be recommended by the GCN Committee and nominated by the Board, or the Board may reduce the number of nominees. If elected at the annual meeting, the directors will hold office until the 2025 Annual Meeting of Shareholders and until their successors have been elected and qualified.

  15. Shareholder Recommendation of Directors

    | | The Board recommends a vote "FOR" the election to the Board of each of the following nominees. |

  16. Shareholder Recommendation of Directors

    | PROXY STATEMENT 2024 | 21 |

  17. Shareholder Recommendation of Directors

    | Megan Burkhart Senior Executive Vice President, Chief Administrative Officer, Comerica Incorporated | | | | Director Qualifications and Experience Ms. Burkhart brings to our Board human capital management, executive compensation, consumer-facing business and regulated industry experience. Ms. Burkhart serves as Senior Executive Vice President, Chief Administrative Officer for Comerica Incorporated. In this role, Ms. Burkhart has responsibility over human resources and the company's DEI efforts. In addition, she oversees the business program management office as well as corporate responsibility, which includes corporate sustainability, communications and external affairs. Ms. Burkhart is also a member of Comerica's Management Executive Committee. Ms. Burkhart joined Comerica in 1997 and prior to her current role served as Executive Vice President, Chief Human Resources Officer from 2010 to January 2023. Among her community affiliations, she serves on the board of Austin Street Center. Ms. Burkhart is a graduate of the Leadership Dallas Class of 2016. Business Experience •Senior Executive Vice President, Chief Administrative Officer, Comerica Incorporated, a financial services company (January 2023 to present) •Executive Vice President, Chief Human Resources Officer, Comerica Incorporated (2010 to January 2023) •Senior Vice President, Director of Compensation, Comerica Incorporated (2007 to 2010) •First Vice President, Human Resources Director, Credit and Corporate Staffs, Comerica Incorporated (2004 to 2007) Other Public Company Boards •None | | Age 52 Director since 2022 Committees •Audit •GCN Key Skills and Experience | |

  18. Shareholder Recommendation of Directors

    | Lynn Casey Retired Chair and CEO, Padilla | | | | Director Qualifications and Experience Ms. Casey has extensive executive experience in brand strategy and investor, corporate and media relations. She is nationally recognized as an industry leader in building and protecting brands. Ms. Casey brings valuable skills to the Board with her experience in creating and delivering high-impact communication strategies, her expertise in crisis communications and management and her strong commitment to the local community. Ms. Casey also serves as a director of several nonprofit organizations in the communities that we serve. Business Experience •Chair, Padilla, a public relations and communications firm (August 2018 to December 2019) •Chair and CEO, Padilla (2013 to August 2018) •CEO, Padilla Speer Beardsley (2001 to 2013) Other Public Company Boards •None | | Age 68 Director since 2018 Committees •Finance •ONES Key Skills and Experience | |

  19. Shareholder Recommendation of Directors

    | Bob Frenzel Chairman of the Board, President and CEO, Xcel Energy Inc. | | | | Director Qualifications and Experience Mr. Frenzel brings extensive experience and perspective to the Board in the areas of energy, operations, finance, corporate development and risk management. Prior to his role as the Company's President and Chief Executive Officer, Mr. Frenzel served as the Company's President and Chief Operating Officer, leading Xcel Energy's four utility operating companies and transmission, distribution and natural gas operations. Having served as Chief Financial Officer of Xcel Energy and of Luminant, Mr. Frenzel has valuable knowledge of finance, tax, accounting and corporate development functions. He also has experience in banking and with financial transactions within the energy and power industry. Prior to starting his business career, Mr. Frenzel served in the United States Navy for six years as a nuclear engineering officer and weapons officer and was promoted to Lieutenant Commander in the Navy Reserve following active duty. He has also served as a director for various nonprofit organizations. Business Experience •Chairman of the Board, Xcel Energy Inc. (December 2021 to present) •President and CEO, Xcel Energy Inc. (August 2021 to present) •President and Chief Operating Officer, Xcel Energy Inc. (March 2020 to August 2021) •Executive Vice President and Chief Financial Officer, Xcel Energy Inc. (2016 to March 2020) •Senior Vice President and Chief Financial Officer, Luminant, a wholly owned subsidiary of Energy Future Holdings Corporation ("EFH"), an electric utility company (2012 to 2016); EFH filed for bankruptcy in 2014 and emerged from bankruptcy in 2016 •Senior Vice President for Corporate Development, Strategy and Mergers and Acquisitions, EFH (2009 to 2012) •Vice President, Investment Banking Division, Goldman Sachs (2002 to 2009) Other Public Company Boards •Patterson Companies, Inc. (Since 2018) | | Age 53 Director since 2021 Committees •None Key Skills and Experience | |

  20. Shareholder Recommendation of Directors

    | Netha Johnson President, Specialties Global Business Unit, Albemarle Corporation | | | | Director Qualifications and Experience Mr. Johnson’s global operations leadership experience provides the Board with valuable business and strategic insight and executive leadership skill. His background in the specialty chemicals industry is relevant to our business, and his experience with the industry and electrical and renewable energy solutions provides valuable insight to our business as we work toward our carbon-free future. Prior to starting his business career, Mr. Johnson was an officer in the United States Navy. Mr. Johnson has served as a director on several nonprofit boards throughout his career. Business Experience •President, Specialties Global Business Unit (previously the Bromine Specialties business unit), Albemarle Corporation, a global specialty chemicals company (August 2018 to present) •Vice President and General Manager, 3M Company, a multi-national industrial, worker safety, health care and consumer goods company (2015 to August 2018) •President, Filtration, Pentair, a global water treatment company (2010 to 2015) Other Public Company Boards •None | | Age 53 Director since 2020 Committees •Finance •ONES Key Skills and Experience | |

  21. Shareholder Recommendation of Directors

    | PROXY STATEMENT 2024 | 23 |

  22. Shareholder Recommendation of Directors

    | Patricia Kampling Retired Chairman and CEO, Alliant Energy Corporation | | | | Director Qualifications and Experience Ms. Kampling is the former Chairman and Chief Executive Officer of Alliant Energy Corporation. She has four decades of experience in the energy industry, having held leadership roles at Exelon Corporation and the former IPSCO Corporation prior to her tenure at Alliant. Ms. Kampling provides the Board with extensive utility-specific experience relating to finance, strategy, risk management and regulation. Ms. Kampling also currently serves on several nonprofit boards. Business Experience •Chairman and CEO, Alliant Energy Corporation, a public utility holding company (2012 to 2019) •President and Chief Operating Officer, Alliant Energy Corporation (2011 to 2012) •Executive Vice President and Chief Financial Officer, Alliant Energy Corporation (2010 to 2011) Other Public Company Boards •American Water Works Co Inc. (Since 2019) •Fidelity Equity and High Income Funds (Since 2020) Former Public Company Boards •Briggs & Stratton Corp. (2011 to 2021) •Alliant Energy Corporation (2012 to 2019) | | Age 64 Director since 2020 Committees •Audit •GCN Key Skills and Experience | |

  23. Shareholder Recommendation of Directors

    | George Kehl Retired Office Managing Partner, KPMG LLP | | | | Director Qualifications and Experience With 38 years of experience in a global public accounting firm, Mr. Kehl brings extensive knowledge of financial accounting, auditing and internal control over financial reporting, which is valuable to our highly regulated company. He was an audit partner for 25 years at KPMG LLP, serving mostly Fortune 500 companies, and was the managing partner of the Minneapolis office from 2010 until his retirement in 2019. Mr. Kehl is a Certified Public Accountant in Minnesota and Florida. His experience provides the Board with valuable strategic business, leadership and financial expertise, and the Board has determined Mr. Kehl to be an audit committee financial expert. Mr. Kehl has served as a director of several nonprofit companies in the communities we serve, providing valuable insights into our stakeholder base that is vital to our business. Business Experience •Independent Consultant (2023 to present) •Office Managing Partner, KPMG LLP, a global audit, tax and advisory firm (2010 to 2019) •Audit Partner, KPMG LLP (1994 to 2019) Other Public Company Boards •None | | Age 65 Director since 2020 Committees •Audit (Chair) •Finance Key Skills and Experience | |

  24. Shareholder Recommendation of Directors

    | Richard O’Brien Independent Consultant | | | | Director Qualifications and Experience Mr. O’Brien’s extensive executive experience provides to the Board valuable strategic insight, leadership skills and a sound understanding of delivering effective operations in an expansive and capital-intensive business. His acumen in financial reporting and accounting has been determined by our Board to qualify him as an audit committee financial expert. He is currently consulting in the areas of strategy, leadership and operating effectiveness with select mining firms. His background in mining and electric and gas industries is directly relevant to our business, and he brings both valuable experience in effective management of environmental issues and expertise in industry and regulatory issues to our Board. Business Experience •Independent Consultant (2015 to present) •President and CEO, Boart Longyear Limited, a global provider of drilling services, equipment and performance tooling for mining and drilling companies (2013 to 2015) •CEO, Newmont Mining Corporation, a global gold mining company (2012 to 2013) •President and CEO, Newmont Mining Corporation (2007 to 2012) Other Public Company Boards •New Gold Inc. (Since March 2024) •Vulcan Materials Company (Since 2008) Former Public Company Boards •Pretivm Resources Inc. (2019 to 2022) | | Age 70 Director since 2012 Committees •Finance (Chair) •GCN Key Skills and Experience | |

  25. Shareholder Recommendation of Directors

    | Charles Pardee President, Terrestrial Energy, USA | | | | Director Qualifications and Experience Mr. Pardee brings to our Board extensive nuclear, operational and risk management experience. He currently serves as President of Terrestrial Energy, USA, a nuclear technology company, and has more than 38 years of experience in the energy industry, having held leadership roles at the Tennessee Valley Authority and Exelon Corporation. Mr. Pardee has worked with several other energy companies, including Florida Power Corporation and Carolina Power & Light, as well as the Institute of Nuclear Power Operations. Mr. Pardee served as a Lieutenant in the United States Navy for nine years. Mr. Pardee is the chair and director of the Committee on Nuclear Power for the Emirates Nuclear Energy Corporation in the United Arab Emirates. He also sits on the nuclear safety advisory board for the Tokyo Electric Power company. Business Experience •President, Terrestrial Energy, USA, a nuclear technology company (June 2019 to Present) •Executive Vice President, Chief Operating Officer, Tennessee Valley Authority, a federally owned corporation that provides navigation, flood control, electricity generation, fertilizer manufacturing and economic development to the Tennessee Valley (2013 to 2017) •Executive Vice President, Chief Generation Officer, Tennessee Valley Authority (January 2013 to April 2013) •Chief Operating Officer, Exelon Generation, Exelon corporation’s energy provider (2010 to 2013) •President and Chief Nuclear Officer, Exelon Nuclear, Exelon corporation’s nuclear division (2007 to 2010) Other Public Company Boards •None | | Age 64 Director since 2020 Committees •Audit •ONES (Chair) Key Skills and Experience | |

  26. Shareholder Recommendation of Directors

    | PROXY STATEMENT 2024 | 25 |

  27. Shareholder Recommendation of Directors

    | Christopher Policinski Retired President and CEO, Land O'Lakes, Inc. | | | | Director Qualifications and Experience Mr. Policinski led a rapidly growing, multinational food and agricultural cooperative, an experience that positioned him to provide valuable leadership and strategic insight in effectively addressing environmental and other major issues. As the former president and CEO of the third-largest United States cooperative, Mr. Policinski has a wealth of experience in effectively managing operations, addressing new risks and regulatory requirements and delivering value via effective growth management. He is well versed in finance and the financial reporting process. Mr. Policinski has experience as a director of a number of nonprofits, educational institutions and trade industry groups and provides a solid understanding of the communities we serve. Mr. Policinski served as our Lead Independent Director from 2016 to 2023. Business Experience •CEO, CJP Leadership Partners, LLC, a consulting company (2021 to present) •CEO, VitaKey, a nutrition science company (August 2020 to February 2021) •President and CEO, Land O’Lakes, Inc., an agricultural and dairy cooperative (2005 to 2018) •Senior leadership positions at Land O’Lakes, Inc. and The Pillsbury Company, a grain processing and food production company Other Public Company Boards •Hormel Foods Corporation (Since 2012) | | Age 65 Director since 2009 Committees •GCN (Chair) •ONES Key Skills and Experience | |

  28. Shareholder Recommendation of Directors

    | James Prokopanko Retired President and CEO, The Mosaic Company | | | | Director Qualifications and Experience Having led large and complex businesses, Mr. Prokopanko brings valuable leadership skills and strategic insight to the Board. Throughout his career he has created growth, managed expansive operations, built key assets and effectively addressed environmental issues, all valuable skills to contribute to the Board. His experience in commodities, with capital-intensive businesses and as a director for other public companies likewise contributes valuable and relevant expertise to the Board. Mr. Prokopanko works with, supports and has served on the boards of several nonprofit organizations and brings a thoughtful understanding of the communities we serve. Business Experience •President and CEO, The Mosaic Company, producer of phosphate and potash crop nutrients (2007 to 2015) •Executive Vice President and COO, The Mosaic Company (2006 to 2007) •Senior leadership positions, Cargill Corporation, a trading, purchasing and distributing grain and other agricultural commodities company (1999 to 2006) Other Public Company Boards •Regions Financial (Since 2016) •Vulcan Materials Company (Since 2009) | | Age 70 Director since 2015 Committees •Audit •Finance Key Skills and Experience | |

  29. Shareholder Recommendation of Directors

    | Tim Welsh Vice Chair, Consumer and Business Banking, U.S. Bancorp | | | | Director Qualifications and Experience Mr. Welsh brings to our Board decades of experience in a variety of diverse fields, including financial services, customer experience, workforce development and operations. Across several industries, Mr. Welsh’s work has centered on understanding consumer behavior and creating strategies to respond to consumer preferences. He also has extensive leadership and regulated industry experience. At U.S. Bancorp, Mr. Welsh drives the company’s overall consumer and small business strategy across its branch network. Before joining U.S. Bancorp, Mr. Welsh spent more than 26 years at McKinsey & Co. in their Minneapolis-St. Paul offices, serving clients across a broad spectrum of industries including financial services, consumer package goods and energy. Serving as senior partner with the company, Mr. Welsh was elected by his colleagues to McKinsey’s Shareholders Council, led McKinsey’s global learning and development function, and co-led the firm’s people strategy. Mr. Welsh has a passion for helping enhance the vitality of the community in Minnesota and opportunities for its residents. He has extensive board experience, including serving as chair of the board for GREATER MSP and vice chair of the board of Allina Health. In addition, Mr. Welsh is a founder of the Itasca Project to improve the quality of life in Minneapolis and St. Paul and a founding board member of UPSIDE Foods (formerly Memphis Meats). Business Experience •Vice Chair, Consumer and Business Banking, U.S. Bancorp, a financial services holding company (March 2019 to present) •Vice Chair, Consumer Banking Sales and Support, U.S. Bancorp (July 2017 to March 2019) •Senior Partner, McKinsey & Company, a global management consulting firm (2006 to June 2017) •Partner, McKinsey & Company (1999 to 2006) Other Public Company Boards •None | | Age 58 Director since 2023 Committees •Audit •ONES Key Skills and Experience | |

  30. Shareholder Recommendation of Directors

    | Kim Williams Retired Partner, Wellington Management Company LLP | | | | Director Qualifications and Experience Ms. Williams brings extensive experience in leadership with a major investment management company, providing valuable and unique strategic insights to the Board. Her strong financial background is particularly valuable in our capital-intensive industry. She brings extensive expertise in risk assessment and management that is valuable for our business. She is active in the community and has served as a trustee of a number of nonprofit and educational boards. Business Experience •Partner, Wellington Management Company, LLP, an investment and asset management company for institutional investors (1995 to 2005) •Leadership positions, Loomis, Sayles & Co., Inc., an investment management company, and Imperial Chemical Industries Pension Fund, a defined benefit occupational pension fund (prior to 1995) Other Public Company Boards •E.W. Scripps (Since 2008) •Weyerhaeuser Corporation (Since 2006) | | Age 68 Director since 2009 Lead Independent Director since 2023 Committee •GCN Key Skills and Experience | |

  31. Shareholder Recommendation of Directors

    | PROXY STATEMENT 2024 | 27 |

  32. Shareholder Recommendation of Directors

    | Daniel Yohannes Former United States Ambassador to the Organization for Economic Cooperation and Development | | | | Director Qualifications and Experience Mr. Yohannes has a successful record of operation execution and corporate transformation as a Chief Executive Officer and as an entrepreneur. Mr. Yohannes brings extensive experience in banking, economic development and in global energy policy, providing the Board with strategic insight and leadership skills. He has served in leadership roles in U.S. government organizations, and for which he was nominated by President Obama and confirmed by the U.S. Senate. He is very passionate about protecting the environment and economic equity issues. He is very active in his community and serves on various boards of nonprofits and civic organizations. Business Experience •U.S. Ambassador and Permanent Representative to the Organization for Economic Cooperation and Development, including the International Energy Agency and the Nuclear Energy Agency (2014 to 2017) •Chief Executive Officer, Millennium Challenge Corporation, an independent U.S. government foreign aid agency (2009 to 2014) •Prior leadership positions with U.S. Bank and Security Pacific Bank (now Bank of America) •Co-founder of New Resource Bank, which invests in environmentally sustainable businesses Other Public Company Boards •Dow Inc. (2019 to present) | | Age 71 Director since 2017 Committees •Finance •ONES Key Skills and Experience | |

  33. Executive Compensation Practices

    | | What We Do | | | | What We Don’t Do | | •Pay for performance with a substantial percentage of each NEO’s total direct compensation being variable, at risk and aligned with performance-based metrics •Use an appropriate peer group when establishing compensation •Balance short-term and long-term incentive performance goals to reflect operating and strategic objectives | | •Place strong emphasis on performance-based equity awards •Include ESG metrics in our compensation programs in support of our ESG strategy •Align executive compensation with stakeholder interests through long-term incentives goals •Include caps on individual payouts in incentive plans | •Set significant stock ownership guidelines for NEOs, other executives and non-employee directors •Mitigate undue risk-taking in compensation programs •Have clawback policies in place allowing for recoupment of compensation •Retain an independent compensation consultant | •Provide employment contracts to NEOs •Permit directors or employees to hedge their Company stock •Provide unusual or excessive perquisites •Provide tax gross-ups on severance benefits or executive perquisites except for circumstances regarding relocation •Supplement service credit to newly hired officers under any of our qualified or nonqualified retirement plans | |

  34. Executive Compensation Practices

    | | | | | | | | | 2000 Employee safety metrics have been included as a key performance indicator on our corporate scorecard and annual incentive plan since Xcel Energy was formed | | 2005 Environmental reductions and projects have been tied to long-term incentives for the past 19 years | | 2014 Our current carbon emissions reduction goal has been in place for the past 10 years | | 2021 DEI metric added as a key performance indicator as part of our corporate scorecard and annual incentive plan |

  35. Market Analysis

    Market Analysis At the GCN Committee’s request, Meridian, its independent compensation consultant, presented an annual market assessment comparing our executive compensation programs and compensation against our peer group for: •Base salary; •Total cash compensation (base salary plus target annual incentive); and •Total direct compensation (total cash compensation plus target long-term incentive). To provide a broad perspective of the competitive market, Meridian analyzed data for various market pay levels, including the 25th, 50th and 75th percentiles. We consider compensation (base salary, target annual incentive, target long-term incentive and target total compensation) to be market competitive if it is within a range of the peer group median. However, the GCN Committee may set target pay opportunities above or below the peer group median based on additional factors considered during the pay decision process. For 2023, the GCN Committee made pay decisions based on an annual market assessment of compensation and specific factors about each NEO, including experience, internal equity, Company results, scope and responsibility, retention and the NEO’s role in succession planning. As part of the market assessment, the GCN Committee considered peer group data as well as compensation data points outside our industry to be consistent with where we compete for talent. The GCN Committee exercises its independent judgment to approve the compensation level for the CEO. For all other executive officers, the GCN Committee considers the CEO’s recommendation for setting compensation levels. The GCN Committee approved compensation for the CEO and all other executive officers that is aligned with our overall compensation philosophy described above.

  36. Peer Group

    Peer Group Our peer group of publicly traded energy services companies is generally consistent from year to year (subject to changes resulting from mergers and acquisitions or other significant corporate events) and was developed by Meridian and approved by the GCN Committee. Peer group companies were selected primarily based on the following criteria: •Similar operating models including regulatory jurisdictions and states served. •Utilities with similar revenue and market capitalization. •Part of the market for which we compete for talent and investor capital. •Included in an executive compensation survey database for which compensation information is available for a cross-section of executive and managerial roles. Based on the application of these criteria, the GCN Committee selected the following peer group for 2023.

  37. Peer Group

    | 2023 Peer Group Companies | | | | | Ameren Corporation AEP Company, Inc. CenterPoint Energy, Inc. Consolidated Edison, Inc. Dominion Energy, Inc. | DTE Energy Company Duke Energy Corporation Edison International Entergy Corporation | Eversource Energy Exelon Corporation FirstEnergy Corp. NextEra Energy, Inc. PPL Corporation | Public Service Enterprise Group Incorporated Sempra Energy The Southern Company WEC Energy Group, Inc. |

  38. Peer Group

    In December 2022, at the time 2023 compensation was assessed: •The median revenue for the peer group was $15.1 billion as compared to our revenue of $15.3 billion. •The median market capitalization for the peer group was $28 billion as compared to our market capitalization of $32.7 billion.

  39. Peer Group

    | PROXY STATEMENT 2024 | 35 |

  40. Retirement and Post-Employment Programs

    | Pension Plan (qualified and nonqualified) | 401(k) Savings Plan and Deferred Compensation Plan | Severance and Change in Control | | •Provides retirement income for eligible participants based on fixed, plan-based formulas | •Provides for savings opportunities by deferring salary up to tax code limitations (401(k)) and salary, annual incentive and/or long-term incentive (Deferred Compensation) | •Provides compensation and benefits in the case of involuntary termination without cause |

  41. Overview of Target Total Compensation

    | | | | Long-Term Incentive Targets | | | | Named Executive Officer | Annualized Base Salary ($) | Annual Incentive Target (% of Base Salary) | Performance Shares ($) | Restricted Stock Units ($) | Total ($) | | Bob Frenzel, Chairman, President and CEO | 1,300,000 | 135% | 7,200,000 | 1,800,000 | 12,055,000 | | Brian Van Abel, Executive Vice President, Chief Financial Officer | 750,000 | 85% | 2,080,000 | 520,000 | 3,987,500 | | Timothy O'Connor, Executive Vice President, Chief Operations Officer | 775,000 | 85% | 1,800,000 | 450,000 | 3,683,750 | | Amanda Rome, Executive Vice President, Group President, Utilities and Chief Customer Officer(1) | 675,000 | 80% | 1,520,000 | 380,000 | 3,115,000 | | Patricia Correa, Senior Vice President, Chief Human Resources Officer | 500,000 | 75% | 820,000 | 205,000 | 1,900,000 | | Brett Carter, Former Executive Vice President, Group President, Utilities and Chief Customer Officer(2) | 675,000 | 80% | 1,320,000 | 330,000 | 2,865,000 |

  42. Base Salary

    Base Salary Base salary provides a fixed element of regular income. In determining base salary, a key consideration of the GCN Committee is the base salary rates at peer companies, although the GCN Committee has flexibility to review other relevant factors as outlined in our compensation philosophy. Year-over-year increases to base salary were in response to our annual compensation review process and/or leadership changes. The base salaries for the NEOs were, in aggregate, just above the median of base salaries of our peer companies.

  43. Annual Incentive

    Annual Incentive Our annual incentive plan ("AIP") is intended to reward the NEOs for achievement of short-term performance goals. In February 2023, our management recommended AIP goals to the GCN Committee based on an evaluation of prior corporate performance and available objective metrics and benchmarks. These goals were selected as they are aligned with our strategic priorities and support long-term value creation.

  44. Calculation of Annual Incentive Award

    Calculation of Annual Incentive Award The GCN Committee established each NEO’s 2023 AIP payout based on the following structure: •Each NEO’s target award is determined by multiplying the NEO's base salary and target percentage as described in the Establishing Compensation section. •AIP outcomes can range from 0% to 200% of an NEO’s target award. •Up to 150% of an NEO’s targeted award is determined by achievement of the operational metrics set forth below and a funding multiplier that is based on financial performance. •Up to an additional 50% of an NEO’s targeted award can be earned by attaining superior financial performance as measured by ongoing EPS.

  45. Calculation of Annual Incentive Award

    | PROXY STATEMENT 2024 | 37 |

  46. 2023 Goals and Achieved Results

    | Key Performance Indicator | Threshold Performance | Target Performance | Maximum Performance | 2023 Actual Performance | % Payout | % Weight | Weighted Calculation | | Electric System Reliability (SAIDI) | 103 | 94 | 85 | 90 | 122.22% | 20% | 24.44% | | Safety | | | | | | | | | Public Safety (gas emergency response) | 92.0% | 96.5% | 99.0% | 95.0% | 83.33% | 20% | 16.67% | | Employee Safety (safety culture) | 80 | 83 | 85 | 77 | 0%(1) | 20% | 0.00% | | Customer Satisfaction (J.D. Power residential survey) (percentile) | 26 | 38 | 50 | 30 | 66.67% | 20% | 13.33% | | Diversity, Equity & Inclusion (index) | 100 | 200 | 300 | 125 | 62.50% | 10% | 6.25% | | Wind Availability (equivalent availability factor) | 94.0% | 96.0% | 98.0% | 96.4% | 110.00% | 10% | 11.00% | | Metric Results | | | | | | 100% | 71.69% |

  47. 2023 Goals and Achieved Results

    Annual incentive awards are also, in part, based on ongoing EPS, which is a non-GAAP measure that we reconcile in Exhibit A, which can be adjusted for certain identified financial impacts. When ongoing EPS is below guidance, awards will not be paid. If ongoing EPS is in the lower end of earnings guidance, or $3.30 to $3.34 per share for 2023, then operational results can be modified by a funding multiplier of 50% to 100%. If ongoing EPS is at $3.35 per share or greater, then the operational results can be modified by a funding multiplier from a range of 100% to 150%, not to exceed 150% of target payout. For 2023, the GCN Committee considered overall performance as well as ongoing earnings results when determining the funding multiplier, resulting in an award level of 93.20% of target. Financial performance is recognized and rewarded as a pre-defined percentage of each NEO’s target annual incentive award. An additional 10% of target annual incentive awards were paid based on the achieved EPS result of $3.35 per share for 2023. Based on achieved performance against established plan design of corporate goals, ongoing EPS funding and financial performance, the GCN Committee approved an annual incentive award equal to 103.20% of each NEO's target award. The GCN Committee also considered the individual performance contributing to Xcel Energy's strong operational and financial performance in 2023 and approved additional awards to certain NEOs in the amounts shown in the “Bonus” column of the Summary Compensation Table on page 44.

  48. Long-Term Incentives

    Long-Term Incentives Long-term incentive ("LTI") awards are intended to reward NEOs for the achievement of long-term performance goals and stakeholder value creation and to retain critical talent. Consistent with prior years, in 2023, our long-term incentive program had two components, which addressed these objectives: •Performance shares (80% weighting based on target LTI value); and •Restricted stock units ("RSU") (20% weighting based on target LTI value).

  49. Grant of 2023-2025 LTI Awards

    Grant of 2023-2025 LTI Awards Long-term incentive compensation is approximately 75% of the CEO’s target total direct compensation and 60% of the average of the other NEOs’ target total direct compensation and is primarily performance based. Prior to vesting, long-term incentive awards may not be sold, encumbered or otherwise transferred by the participant. Stock earned under long-term incentive compensation is subject to our Stock Ownership Policy (see page 41).

  50. Performance Shares

    Performance Shares In 2023, the GCN Committee approved the grant of performance shares to each NEO which are subject to the achievement of pre-determined performance metrics for the three-year period ending December 31, 2025. These performance metrics are relative TSR and carbon dioxide emissions reduction.

  51. Performance Shares

    | Performance Shares based on the Company’s Relative TSR | Performance Shares based on Carbon Dioxide Emissions Reduction | | | | | For performance between percentiles, the number of performance shares earned is determined by straight line interpolation. | |

  52. Performance Shares

    | Performance shares are based on the achievement of specified levels of the Company’s TSR relative to our peer group. Payout range is from 0% to 200% of target. | Performance shares are based on the achievement of a specified reduction in carbon dioxide emissions in 2025 below 2005 levels associated with electric service. Payout range is from 0% to 200% of target. | | The relative TSR goal links the interest of executive officers with those of our shareholders by rewarding NEOs for creating superior shareholder returns relative to utility industry peer companies. | The reduction in carbon dioxide emissions goal aligns to our lead the clean energy transition strategic priority to provide 100% carbon-free electricity by 2050. | | Dividend equivalents are credited on each performance share during the three-year cycle to the same extent that dividends are paid on shares of our common stock. The credited dividend equivalents are paid only if the associated performance share vests and is paid in accordance with the achieved three-year performance goal. If threshold performance is not achieved at the end of the three-year performance cycle, then all associated performance shares and dividend equivalents would be forfeited. | |

  53. Performance Shares

    | Each performance share represents one share of Xcel Energy common stock. | | | Grant awards at target: | Grant awards at target: | | •CEO: 64,221 •Other NEOs range: 7,314 to 18,553 | •CEO: 38,533 •Other NEOs range: 4,388 to 11,132 | | Settled as cash, shares or a combination, as elected. | Settled as shares. |

  54. Performance Shares

    | PROXY STATEMENT 2024 | 39 |

  55. RSUs Subject to Service-Based Vesting

    RSUs Subject to Service-Based Vesting In 2023, the GCN Committee approved a grant of RSUs to each NEO that vests on the third anniversary of the grant date, provided that the NEO remains continuously employed until such anniversary, subject to certain limited exceptions. RSUs serve as an important retention tool. Each RSU represents one share of our common stock. Dividend equivalents are credited on each RSU during the vesting period to the same extent that dividends are paid on shares of our common stock. The credited dividend equivalents are paid only if the associated RSU vests based on the satisfaction of the service requirement. RSUs will vest on a pro rata basis for NEOs who are at least 55 years of age and have 10 years of service in the event that any such NEO leaves the Company for any reason, other than for cause, during the term of the vesting period. For 2023, the CEO was awarded 25,689 RSUs and the other NEOs were awarded between 2,927 and 7,421 RSUs. The performance share and RSU grants are included in the Grants of Plan-Based Awards table on page 46.

  56. Settlement of 2021-2023 Performance Shares

    Settlement of 2021-2023 Performance Shares The following section describes the results of the performance shares for the three-year period ended December 31, 2023.

  57. Settlement of 2021-2023 Performance Shares

    | Performance Shares based on the Company’s Relative TSR | Performance Shares based on Carbon Dioxide Emissions Reduction | | | | | The performance outcome is at the 22nd percentile, which results in no payout. | The performance outcome is 54.1% reduction over 2005 levels, which results in a payout equal to 79.00% of target. The result is due to implementing clean energy projects and wind generation performance, modernizing the fossil fleet, leading the way with resource plans and energy efficiency programs. In accordance with the terms of the LTI program, emissions associated with unexpected or unplanned beneficial electrification as of the grant date were excluded in determining the payout percentage. The aggregate impact of these exclusions was an increase of 9% to the payout. | | Earned awards: | Earned awards: | | •CEO: 0 •Other NEOs: 0 | •CEO: 23,659 •Other NEOs: 905 to 6,112 | | The award amounts include dividend equivalents credited over the three-year performance cycle. | |

  58. Settlement of 2021-2023 Performance Shares

    The performance shares that were earned are included in the Option Exercises and Stock Vested table on page 48.

  59. Retention RSU Awards

    Retention RSU Awards

  60. Awards Granted in 2023

    Awards Granted in 2023 In October 2023, the GCN Committee approved a special retention RSU award valued at $9,000,000 for Mr. Frenzel which will vest as to 33% of the units on February 28, 2027 and as to 67% of the units on February 29, 2028 if Mr. Frenzel continues to provide service to Xcel Energy as of such dates. The GCN Committee made the special award after an evaluation of business risks, need for long-term continuity of leadership required to execute Xcel Energy’s vision and strategy and the intense competition for executive talent in the utility industry. In determining the size and vesting terms of Mr. Frenzel’s special RSU award, the GCN Committee reviewed relevant market data and also considered past practices for granting periodic special awards.

  61. Awards Granted in 2024

    Awards Granted in 2024 In December 2023, the GCN Committee approved retention RSU awards to Messrs. Van Abel and O'Connor and to Mses. Rome and Correa valued at $800,000, $200,000, $800,000 and $350,000, respectively. The grants of RSUs were made on January 2, 2024 and were intended to incentivize consistent leadership and continuity through our clean energy transition. The awards will vest in full on December 31, 2026 if the executive continues to provide service to Xcel Energy as of such date and have the same terms and conditions as the RSU awards granted under the 2024-2026 LTI program.

  62. Severance Policy

    Severance Policy The Company provides severance benefits to NEOs in accordance with the Xcel Energy Senior Executive Severance and Change in Control Policy (as amended, the "Severance Policy"). The Board or the GCN Committee may name additional participants. The GCN Committee believes the Severance Policy provides a competitive severance benefit that retains key talent during a critical and potentially protracted period of uncertainty in the event the Company undergoes a change in control and the executive is not retained following the completion of such event. Outside of change in control situations, the Severance Policy also encourages executive officers to focus on the interests of Xcel Energy and its shareholders without undue concern that the officer will be terminated without compensation and benefits. The benefits payable under the Severance Policy are discussed in more detail under Potential Payments upon Termination or Change in Control beginning on page 52.

  63. Equity Grant Practices

    Equity Grant Practices We follow these practices regarding the timing of equity compensation grants: •Performance shares and RSUs are normally approved on the date of the regularly scheduled December GCN Committee meeting and granted on the first trading day of the next fiscal year. •Off-cycle grants to employees and new hires are made during the two-week period following the earnings release for the quarter in which the triggering event occurred. •Grants to newly promoted executive officers or otherwise made as described above are made either (i) on the day the GCN Committee approves the grant for a promotion that has already occurred or is occurring concurrently; or (ii) on the effective date of a promotion for promotions or grants that become effective at a future date. •In years where we pay out annual incentive awards, we issue shares of common stock and restricted stock to executives who have elected to receive their award in such form on the regularly scheduled date of the February GCN Committee meeting.

  64. Risk Assessment

    Risk Assessment Our compensation programs are designed to motivate performance while not promoting behaviors that create undue risk. The GCN Committee considers several risk factors in establishing executive compensation programs, when setting compensation levels and when selecting measures and performance goals for our variable compensation programs. These factors include: •Design aligns shareholder, customer and employee interests. •Performance metrics align to our business strategy, and different metrics are utilized in the annual and long-term incentive programs. •Long-term incentives have three-year vesting periods to encourage long-term decision-making and value creation. •Incentive metrics are subject to auditing and internal controls, which apply to performance achievement and reporting of results. •Payout ranges are understood and capped. •Performance, structure and target incentive opportunities are comparable to those of our industry or peer companies. •Stock Ownership Policy requires executive officers to invest in Xcel Energy to maintain long-term alignment. •Clawback policies are in place as described above on both annual and long-term incentives.

  65. Summary Compensation Table

    Summary Compensation Table The following table summarizes the primary elements of compensation paid or granted to the NEOs. See the CD&A above for a description of our executive compensation program to gain an understanding of the information disclosed in this and the following tables.

  66. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Bob Frenzel Chairman, President and CEO(7) | 2023 | 1,300,000 | — | 18,000,011 | 1,811,160 | 175,217 | 70,780 | 21,357,168(8) | | | 2022 | 1,200,000 | — | 7,000,062 | 1,985,850 | 69,074 | 63,593 | 10,318,579 | | | 2021 | 931,424 | — | 6,300,028 | 992,149 | 79,491 | 47,272 | 8,350,364 | | Brian Van Abel EVP, Chief Financial Officer | 2023 | 750,000 | 200,000 | 2,600,017 | 657,900 | 346,694 | 43,301 | 4,597,912 | | | 2022 | 700,000 | — | 1,740,011 | 741,384 | — | 28,781 | 3,210,176 | | | 2021 | 650,000 | — | 1,792,997 | 231,392 | 243,402 | 10,471 | 2,928,262 | | Timothy O’Connor EVP, Chief Operations Officer | 2023 | 775,000 | 100,000 | 2,250,018 | 679,830 | 316,471 | 36,990 | 4,158,309 | | | 2022 | 750,000 | — | 2,550,060 | 843,986 | 105,596 | 35,544 | 4,285,186 | | | 2021 | 661,528 | — | 1,550,079 | 497,972 | 171,958 | 34,317 | 2,915,854 | | Amanda Rome EVP, Group President, Utilities and Chief Customer Officer | 2023 | 656,250 | 200,000 | 1,900,049 | 541,843 | 61,965 | 46,891 | 3,406,998 | | | 2022 | 600,000 | — | 1,553,689 | 317,736 | 21,410 | 10,910 | 2,503,745 | | | 2021 | 570,000 | — | 1,278,312 | 202,913 | 39,332 | 13,621 | 2,104,178 | | Patricia Correa SVP, Chief Human Resources Officer | 2023 | 500,000 | 450,000 | 1,025,054 | 387,000 | 35,834 | 87,444 | 2,485,332 | | Brett Carter Former EVP, Group President, Utilities and Chief Customer Officer(9) | 2023 | 675,000 | — | 1,650,078 | — | 111,123 | 1,929,834 | 4,366,035 | | | 2022 | 643,333 | — | 1,961,501 | 344,214 | 42,268 | 42,091 | 3,033,407 | | | 2021 | 580,000 | — | 1,125,018 | 440,475 | 53,517 | 25,940 | 2,224,950 |

  67. Summary Compensation Table

    (1)Amounts in this column reflect base salary earned for the corresponding year regardless of whether any portions were deferred under the 401(k) Savings Plan or otherwise. (2)Amounts in this column reflect additional cash awards under our AIP paid in consideration of individual performance contributing to Xcel Energy's strong operational and financial performance in 2023 as described in the CD&A above. For Ms. Correa the amount also includes a $300,000 cash sign-on bonus that was approved in connection with her hiring. (3)Amounts in this column reflect the aggregate grant date fair value of long-term incentive awards that remain subject to performance and/or vesting conditions. The grant date fair value was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"), excluding the effect of estimated forfeitures. The grants are valued based on the closing price of our common stock on the grant date of the award, based on the assumption that target performance will be achieved or the service requirement will be met and the awards and future credited dividend equivalents will vest and will not be forfeited. The following table presents the grant date fair values included in the column by award type and also includes the grant date fair value of the performance shares granted in 2023 assuming maximum performance is achieved.

  68. Summary Compensation Table

    | | Performance Shares | | Restricted Stock Units ($) | Retention Restricted Stock Units ($) | | Name | Target ($) | Maximum ($) | | | | Bob Frenzel | 7,199,972 | 14,399,944 | 1,800,028 | 9,000,011 | | Brian Van Abel | 2,080,028 | 4,160,056 | 519,989 | — | | Timothy O'Connor | 1,799,958 | 3,599,916 | 450,060 | — | | Amanda Rome | 1,520,002 | 3,040,004 | 380,047 | — | | Patricia Correa | 819,959 | 1,639,918 | 209,095 | — | | Brett Carter | 1,319,978 | 2,639,956 | 330,100 | — |

  69. Summary Compensation Table

    (4)Amounts in this column reflect annual incentive awards earned under our AIP, as more fully described in the Annual Incentive section on pages 37 to 38. The amounts in this column are part of the AIP earned, regardless of whether any portion was deferred under the Deferred Compensation Plan. (5)Amounts in this column reflect the increase in the present value of the executive officer’s benefits under all pension plans established by the Company, using methods that are consistent with those used in our financial statements. The change from the prior year is generally due to (a) the additional years of service earned by the executive officer under the plans, (b) the change in the final average salary from the prior year used to determine plan benefits, (c) the interest earned on accumulated benefits during the year (that is, the decrease in the deferral period until benefits commence as the executive officer approaches retirement) and (d) changes in actuarial assumptions including interest rates. Although Mr. Van Abel accrued additional benefits in 2022, the present value of his pension benefits decreased by $413,116 due to changes in the actuarial assumptions used to calculate the present value of pension benefits. In accordance with SEC guidelines, if the change in pension value is negative, it is not shown in the table above. Ms. Correa became a participant after completion of one full year of service, or February 1, 2023. The value for Ms. Correa represents the amount she would earn assuming she remains employed at Xcel Energy under the pension plan. Our Deferred Compensation Plan does not credit above-market earnings or preferential earnings to amounts deferred, and accordingly, no nonqualified deferred compensation earnings have been reported. (6)Amounts included in All Other Compensation for 2023 include imputed income on life insurance paid by the Company, amounts reimbursed to executives under our executive physical health program, as well as the following:

  70. Summary Compensation Table

    | Name | Company Contributions to our Deferred Compensation Plan ($) | Company Contributions to the 401(k) Savings Plan ($) | Company Paid Financial Wellness ($) | | Bob Frenzel | 40,750 | 11,250 | 12,000 | | Brian Van Abel | 18,750 | 11,250 | 8,449 | | Timothy O'Connor | 19,750 | 11,250 | — | | Amanda Rome | 15,750 | 11,250 | 12,000 | | Patricia Correa | 8,750 | 11,250 | 15,551(a) | | Brett Carter | — | 11,250 | 12,000 |

  71. Summary Compensation Table

    (a) Due to administrative error, Ms. Correa received $3,551 in benefits in excess of the maximum benefit and will have a corresponding amount deducted from her benefit for 2024. In addition, for Ms. Correa the amount includes $46,978 (including a gross-up of $11,007) associated with relocation benefits, and for Mr. Carter the amount includes $1,899,489 paid pursuant to our severance policy. Executive officers may have the occasional personal use of event tickets when such tickets are not being used for business purposes, for which we have no incremental costs. (7)Mr. Frenzel served as President and Chief Operating Officer until August 18, 2021 when he became President and CEO. Effective December 31, 2021, he became Chairman, President and CEO. (8)This total includes a one-time award of retention RSUs with a grant date fair value of $9,000,011. The total excluding this one-time award is $12,357,157. (9)Mr. Carter exited the role of Executive Vice President and Group President, Utilities and Chief Customer Officer effective October 1, 2023 and remained an employee to assist with transition services until he separated from service effective December 31, 2023. Long-term incentive awards were forfeited upon his separation. For additional information regarding the payments received by Mr. Carter in connection with his separation from service, see the Aggregate Termination Payments section on page 54.

  72. Summary Compensation Table

    | PROXY STATEMENT 2024 | 45 |

  73. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information regarding awards granted during 2023 to the NEOs.

  74. Grants of Plan-Based Awards

    | | Grant Date | Date of Approval | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(3) | | Name | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Bob Frenzel | 1/3/23 | 12/13/22 | | | | 19,266 | 64,221(a) | 128,442 | | 4,499,965 | | | 1/3/23 | 12/13/22 | | | | 11,560 | 38,533(b) | 77,066 | | 2,700,007 | | | 1/3/23 | 12/13/22 | | | | | | | 25,689(4) | 1,800,028 | | | 10/25/23 | 10/25/23 | | | | | | | 152,336(5) | 9,000,011 | | | | | 877,500 | 1,755,000 | 3,510,000 | | | | | | | Brian Van Abel | 1/3/23 | 12/13/22 | | | | 5,566 | 18,553(a) | 37,106 | | 1,300,009 | | | 1/3/23 | 12/13/22 | | | | 3,340 | 11,132(b) | 22,264 | | 780,019 | | | 1/3/23 | 12/13/22 | | | | | | | 7,421(4) | 519,989 | | | | | 318,750 | 637,500 | 1,275,000 | | | | | | | Timothy O’Connor | 1/3/23 | 12/13/22 | | | | 4,817 | 16,055(a) | 32,110 | | 1,124,974 | | | 1/3/23 | 12/13/22 | | | | 2,890 | 9,633(b) | 19,266 | | 674,984 | | | 1/3/23 | 12/13/22 | | | | | | | 6,423(4) | 450,060 | | | | | 329,375 | 658,750 | 1,317,500 | | | | | | | Amanda Rome | 1/3/23 | 12/13/22 | | | | 3,853 | 12,844(a) | 25,688 | | 899,979 | | | 1/3/23 | 12/13/22 | | | | 2,312 | 7,707(b) | 15,414 | | 540,030 | | | 1/3/23 | 12/13/22 | | | | | | | 5,138(4) | 360,020 | | | 10/2/23 | 9/27/23 | | | | 262 | 874(a) | 1,748 | | 50,010 | | | 10/2/23 | 9/27/23 | | | | 157 | 524(b) | 1,048 | | 29,983 | | | 10/2/23 | 9/27/23 | | | | | | | 350(4) | 20,027 | | | | | 262,521 | 525,042 | 1,050,084 | | | | | | | Patricia Correa | 1/3/23 | 12/13/22 | | | | 2,194 | 7,314(a) | 14,628 | | 512,492 | | | 1/3/23 | 12/13/22 | | | | 1,316 | 4,388(b) | 8,776 | | 307,467 | | | 1/3/23 | 12/13/22 | | | | | | | 2,927(4) | 205,095 | | | | | 187,500 | 375,000 | 750,000 | | | | | | | Brett Carter(6) | 1/3/23 | 12/13/22 | | | | 3,532 | 11,774(a) | 23,548 | | 825,004 | | | 1/3/23 | 12/13/22 | | | | 2,119 | 7,064(b) | 14,128 | | 494,974 | | | 1/3/23 | 12/13/22 | | | | | | | 4,711(4) | 330,100 | | | | | 270,000 | 540,000 | 1,080,000 | | | | | |

  75. Grants of Plan-Based Awards

    (1)The amounts show estimated payouts of annual incentive awards pursuant to the AIP. Payouts of annual incentive awards are dependent on the level of achievement of corporate financial and operational goals approved by the GCN Committee, with each individual having the opportunity to earn from 0% to 200% of the target annual incentive award based on the level of achievement of the goals. The actual payments of the cash component of these awards are included in the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table on page 44. An executive officer may elect to receive shares of common stock or restricted stock in lieu of all or a portion of the cash payment for which they were otherwise entitled under the AIP. No such elections were made for 2023. (2)The amounts show the threshold, target and maximum payouts for grants of performance shares. Performance shares are dependent on the level of achievement of performance conditions approved by the GCN Committee, with each individual having the opportunity to earn from 0% to 200% of the target performance share award based on the level of achievement. The number of performance shares paid out upon settlement is also determined by the price of our common stock at payout. In this column the share amounts reflect the LTI stock-based awards described in (a) and (b) below. (a)performance shares based on relative TSR with a measurement date of December 31, 2025 (b)performance shares based on carbon dioxide emissions reduction with a measurement date of December 31, 2025 All performance shares were issued under the Amended and Restated 2015 Omnibus Incentive Plan (the "2015 Plan"). The number of shares issued was determined based on the fair market value of our common stock at the time the shares were issued following the close of the performance year, and the value of the shares issued is included in the "Stock Awards" column in the Summary Compensation Table. (3)The targeted grant date fair value of each performance share award and the grant date fair value of each RSU award was computed in accordance with FASB ASC Topic 718 based on the closing price of our common stock on the grant date. (4)The amount reflects RSUs issued under the 2015 Plan that will vest on December 31, 2025. (5)The amount reflects retention RSUs issued under the 2015 Plan that will vest 33% on February 28, 2027 and 67% on February 29, 2028. (6)Performance Shares and RSUs granted to Mr. Carter were forfeited in connection with his separation from service effective December 31, 2023.

  76. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides additional information regarding outstanding RSUs, restricted stock and performance shares held by the NEOs on December 31, 2023. Fractional share amounts have been rounded to the nearest whole share.

  77. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)(2) | | Bob Frenzel | 21,726(3) | 1,345,029 | 27,156(4) | 1,681,237 | | | 26,319(5) | 1,629,433 | 32,588(6) | 2,017,510 | | | 152,336(7) | 9,431,122 | 32,897(8) | 2,036,665 | | | | | 39,477(9) | 2,444,023 | | Brian Van Abel | 5,401(3) | 334,381 | 6,750(4) | 417,894 | | | 7,604(5) | 470,753 | 8,100(6) | 501,473 | | | | | 9,504(8) | 588,378 | | | | | 11,405(9) | 706,067 | | Timothy O’Connor | 4,812(3) | 297,894 | 6,013(4) | 372,270 | | | 6,580(5) | 407,390 | 7,215(6) | 446,711 | | | | | 8,224(8) | 509,158 | | | | | 9,869(9) | 610,990 | | Amanda Rome | 3,787(3) | 234,452 | 4,733(4) | 293,032 | | | 5,614(5) | 347,555 | 5,679(6) | 351,612 | | | 825(10) | 51,067 | 7,016(8) | 434,381 | | | 1,296(11) | 80,243 | 8,420(9) | 521,271 | | Patricia Correa | 1,605(3) | 99,342 | 2,055(4) | 124,144 | | | 2,999(5) | 185,650 | 2,407(6) | 149,012 | | | | | 3,747(8) | 231,952 | | | | | 4,496(9) | 278,317 | | Brett Carter(12) | 4,858(3) | 300,738 | 6,219(4) | 385,031 | | | 4,826(5) | 298,803 | 7,463(6) | 462,050 | | | | | 6,031(8) | 373,393 | | | | | 7,237(9) | 448,047 |

  78. Outstanding Equity Awards at Fiscal Year-End

    (1)Values were calculated based on the $61.91 closing price of our common stock on December 29, 2023. For performance shares granted in 2022, the values reflected in the table assume threshold performance for performance shares granted based on relative TSR and assume target for the performance shares based carbon dioxide emissions reduction. For performance shares granted in 2023, the values reflected in the table assume threshold performance for performance shares granted based on relative TSR and assume target for the performance shares based carbon dioxide emissions reduction. The value of the performance shares at payout will be based on actual performance and the price of our common stock at that time. (2)Amounts reflected exclude performance share awards that have a measurement period that ended on December 31, 2023. The GCN Committee certified payment of these awards on February 20, 2024, and the amounts for these awards are included in the Option Exercises and Stock Vested table on page 48. (3)Represents RSUs granted for 2022, and credited dividend equivalents, vesting on December 31, 2024. (4)Represents performance shares granted for 2022, and credited dividend equivalents, based on relative TSR for the performance period January 1, 2022 to December 31, 2024. The measurement date for the vesting of these awards is December 31, 2024. (5)Represents RSUs granted for 2023, and credited dividend equivalents, vesting on December 31, 2025. (6)Represents performance shares granted for 2022, and credited dividend equivalents, based on carbon dioxide emissions reduction. The measurement date for the vesting of these awards is December 31, 2024. (7)Represents retention-based RSUs granted on October 25, 2023. Of the RSUs granted, 33% will vest on February 28, 2027 and 67% will vest on February 29, 2028. (8)Represents performance shares granted for 2023, and credited dividend equivalents, based on relative TSR for the performance period January 1, 2023 to December 31, 2025. The measurement date for the vesting of these awards is December 31, 2025. (9)Represents performance shares granted for 2023, and credited dividend equivalents, based on carbon dioxide emissions reduction. The measurement date for the vesting of these awards is December 31, 2025. (10)Represents restricted stock, and credited dividends, that Ms. Rome elected to receive in lieu of cash compensation for annual incentive awards granted in 2021 for which she was otherwise entitled under the AIP. Restrictions lapsed on one-third of the shares on March 1, 2022 and on one-third of the shares on March 1, 2023. The restrictions on the remaining one-third of restricted shares will lapse on March 1, 2024 or the next available trading day if the designated date is not a trading day. (11)Represents restricted stock, and credited dividends, that Ms. Rome elected to receive in lieu of cash compensation for annual incentive awards granted in 2022 for which she was otherwise entitled under the AIP. Restrictions lapsed on one-third of the shares on March 1, 2023. The restrictions on the remaining shares will lapse equally on March 1, 2024 and March 1, 2025 or the next available trading day if the designated date is not a trading day. (12)All of Mr. Carter’s outstanding equity awards were forfeited on December 31, 2023 in connection with his separation from service.

  79. Outstanding Equity Awards at Fiscal Year-End

    | PROXY STATEMENT 2024 | 47 |

  80. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table discloses on a grant-by-grant basis the stock or similar awards that vested in 2023. Fractional share amounts have been rounded to the nearest whole share.

  81. Option Exercises and Stock Vested

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(2) | | Bob Frenzel | 23,659(3) | 1,397,518(4) | | | 19,965(5) | 1,179,362(4) | | Brian Van Abel | 6,112(3) | 361,008(4) | | | 5,158(5) | 304,691(4) | | Timothy O’Connor | 5,996(3) | 354,160(4) | | | 5,061(5) | 298,955(4) | | | 9,088(6) | 594,363(7) | | | 6,153(6) | 354,927(8) | | Amanda Rome | 1,438(9) | 92,826(10) | | | 4,140(3) | 244,529(4) | | | 3,494(5) | 206,418(4) | | Patricia Correa | 905(3) | 53,449(4) | | | 764(5) | 45,105(4) | | Brett Carter | 4,436(3) | 262,014(4) | | | 3,744(5) | 221,130(4) |

  82. Option Exercises and Stock Vested

    (1)We have not granted stock options since 2001, and there are no outstanding options. As such, the columns relating to option exercises have been omitted. (2)Amounts reflected include performance share awards that had performance periods that ended on December 31, 2023 and RSUs that vested on December 31, 2023. The GCN Committee certified the achievement of the applicable performance measures on February 20, 2024. (3)Reflects vesting of performance shares granted for the performance period of January 1, 2021 to December 31, 2023 and associated dividend equivalent units based on achievement of defined reduction of carbon dioxide emissions. The number of performance shares includes credited dividend equivalents associated with the January 20, 2024 dividend as the record date for these dividend equivalents, December 28, 2023, was prior to settlement. Upon settlement, each officer received 100% of the performance share award in shares of our common stock, unless otherwise elected to be deferred under the Deferred Compensation Plan. Refer to footnote 1 to the Nonqualified Deferred Compensation table on page 51 for specific values deferred. (4)Value is based on the closing market price of our common stock on February 16, 2024, or $59.07, the preceding trading date prior to the GCN Committee certification. (5)Reflects vesting of service-based RSUs granted for the period of January 1, 2021 to December 31, 2023 and associated dividend equivalent units based on active employment at the time of vesting. The number of units includes credited dividend equivalents associated with the January 20, 2024 dividend as the record date for these dividend equivalents, December 28, 2023, was prior to settlement. Upon settlement, each officer received 100% of the RSUs in shares of common stock. (6)Reflects vesting of retention-based RSUs granted on January 3, 2022. Of the RSUs granted, and associated dividend equivalents, 60% vested on February 20, 2023 and 40% vested on August 31, 2023. (7)Value is based on the closing market price of our common stock on February 27, 2023, or $65.40, the preceding trading date prior to the vesting date. (8)Value is based on the closing market price of our common stock on August 30, 2023, or $57.68, the preceding trading date prior to the vesting date. (9)Reflects vesting of restricted stock elected in lieu of cash compensation under the AIP plus associated stock acquired with reinvested dividends. (10)Value is based on the closing market price of our common stock on February 28, 2023, or $64.57, the date prior to the restriction lapse date.

  83. Pension Benefits

    Pension Benefits We maintain two defined benefit plans in which the NEOs participate. •The Xcel Energy Pension Plan (referred to as the "Pension Plan") provides funded, tax-qualified benefits that are subject to compensation and benefit limits under the Internal Revenue Code. •The Xcel Energy Inc. Nonqualified Pension Plan (referred to as the "Nonqualified Pension Plan") provides unfunded, nonqualified benefits for compensation that is above the required limits of the Pension Plan.

  84. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Bob Frenzel | Pension Plan | 8 | 388,703 | — | | | Nonqualified Pension Plan | 8 | 210,760 | — | | Brian Van Abel | Pension Plan | 14 | 865,622 | — | | | Nonqualified Pension Plan | 14 | 397,735 | — | | Timothy O'Connor | Pension Plan | 16 | 1,804,654 | — | | | Nonqualified Pension Plan | 16 | 344,800 | — | | Amanda Rome | Pension Plan | 9 | 131,404 | — | | | Nonqualified Pension Plan | 9 | 63,291 | — | | Patricia Correa | Pension Plan | 2 | 26,024 | — | | | Nonqualified Pension Plan | 2 | 25,524 | — | | Brett Carter | Pension Plan | 6 | 238,813 | — | | | Nonqualified Pension Plan | 6 | 94,642 | — |

  85. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table shows the amounts deferred by the NEOs and our matching contributions during 2023.

  86. Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2023 ($)(1) | Registrant Contributions in 2023 ($)(2) | Aggregate Earnings (Loss) in 2023 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Dec. 31, 2023 ($)(3) | | Bob Frenzel | 91,000 | 40,750 | 21,356 | — | 478,539 | | Brian Van Abel | 52,500 | 18,750 | 17,040 | — | 153,187 | | Timothy O'Connor(4) | 62,000 | 19,750 | 1,063,278 | (5,959) | 17,054,369 | | Amanda Rome | 33,750 | 15,750 | 3,401 | — | 52,901 | | Patricia Correa | 15,000 | 8,750 | 2,870 | — | 26,620 | | Brett Carter | — | 15,750 | (134,151) | — | 2,035,780 |

  87. Nonqualified Deferred Compensation

    (1)Deferrals into the deferred compensation plan were made from compensation earned in 2023 and are reported in the column titled "Salary" in the Summary Compensation Table for 2023 on page 44. (2)Amounts shown reflect our matching contributions (above applicable Internal Revenue Code limits) into our deferred compensation plan during 2023 and are included in "All Other Compensation" in the Summary Compensation Table. These amounts are described in footnote 6 to the Summary Compensation Table on page 45. (3)Of the amounts shown, the following aggregated amounts were included in the column titled "Salary" in the Summary Compensation Table for 2021 and 2022: Mr. Frenzel: $139,885; Mr. Van Abel: $49,000; Mr. O’Connor: $98,807; and Mr. Carter: $305,833. (4)The Aggregate Earnings, Aggregate Withdrawals/Distributions and Aggregate Balance columns include $(1,845), $(5,959) and $31,318, respectively, attributable to the Nuclear Management Company, LLC Executive Deferred Compensation Plan of our former subsidiary which was closed to new participants and contributions in 2008 and which has two employee participants.

  88. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We provide severance benefits to the NEOs under the Xcel Energy Senior Executive Severance and Change in Control Policy (as amended, the "Severance Policy"). As discussed above, the Severance Policy provides a market-competitive severance benefit and serves as a retention tool in the event the Company were to undergo a change in control. Each of our current NEOs is a participant in the Severance Policy. Additional participants may be named by the Board or the GCN Committee from time to time. Under the Severance Policy, a participant whose employment is terminated will receive severance benefits unless: •The employer terminated the participant for cause, which for this purpose includes termination for (i) the willful and continued failure of a participant to perform substantially his or her duties, after a written demand for substantial performance, or (ii) the willful engagement by a participant in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company; •Termination was because of the participant’s death, disability or retirement; •The participant’s division, subsidiary or business unit was sold and the buyer agreed to continue the participant’s employment with specified protections for the participant; or •The participant terminated voluntarily. The severance benefits under the Severance Policy include the following: •A lump sum cash payment equal to the participant’s annual base salary and target annual incentive award; •A lump sum cash payment equal to the prorated target annual incentive compensation for the year of termination; •A lump sum cash payment of $30,000 for outplacement services; •A lump sum cash payment equal to the value of the additional amounts that would have been credited to or paid on behalf of the participant under pension and retirement savings plans if the participant had remained employed for one additional year; and •Continued medical, dental and life insurance benefits for one additional year. If the participant is terminated (including a voluntary termination following a diminution in salary, benefits or responsibilities) within two years following a change in control, the participant will receive benefits under the Severance Policy similar to the severance benefits described above, except as follows: •The cash payment of the participant’s annual base salary and target annual incentive award will be increased by a severance multiplier up to three times, depending upon the participant’s tier; •The cash payment for the value of additional retirement savings and pension credits will be up to three years, depending upon the participant’s tier; and •Medical, dental and life insurance benefits will be continued for up to three years, depending upon the participant’s tier. For these purposes, a change of control generally means (i) any acquisition of 20% or more of either our common stock or combined voting power (subject to limited exceptions for acquisitions directly from us, acquisitions by us or one of our employee benefit plans, or acquisitions pursuant to specified business combinations in which (a) our shareholders will own more than 60% of the shares of the resulting corporation, (b) no one person will own 20% or more of the shares of the resulting corporation and (c) a majority of the board of the resulting corporation will be our incumbent directors), (ii) directors of the Company as of the date of the Severance Policy and those directors who have been elected subsequently and whose nomination was approved by such directors fail to constitute a majority of the Board, (iii) a merger, share exchange or sale of all or substantially all of the assets of the Company (each, a "business combination") (except those business combinations that satisfy clauses (a), (b) and (c) above) or (iv) shareholder approval of a complete liquidation or dissolution of the Company. In addition, pursuant to the terms of our incentive compensation plans, upon a change in control, all unvested shares of restricted stock and unvested RSUs will vest immediately, and all performance shares will vest and be paid out immediately in cash as if the applicable performance goals had been obtained at target levels. The amounts payable in cash for each of the NEOs relating to the performance shares and RSUs are included in the "Equity compensation" row of the "Termination upon Change in Control" column in the Aggregate Termination Payments table on page 54. To receive the benefits under the Severance Policy, the participant must also sign an agreement releasing all claims against the employer and its affiliates and agreeing not to compete with the employer and its affiliates and not to solicit their employees and customers for one year.

  89. Outstanding Equity Compensation Awards

    Outstanding Equity Compensation Awards As discussed above, pursuant to the terms of our incentive compensation plans, in the event there is a change in control, all stock-based awards, such as restricted stock, will vest immediately and any awards that may be settled in cash or stock, such as performance shares and RSUs, will vest and be paid out immediately in cash as if the applicable performance goals had been obtained at target levels. The treatment of other unvested stock-based awards and awards that may be settled in cash or stock in situations other than a change in control, is as follows:

  90. Outstanding Equity Compensation Awards

    | Award | Audience | Voluntary Termination | Involuntary Termination With Cause | Involuntary Termination Without Cause | Retirement | Death or Disability | | Performance Shares (Long-Term Plan) | For NEOs who do not meet age and service requirements | Forfeited | Forfeited | Forfeited | Forfeited | Restrictions lapse | | | For NEOs who are at least age 55 with 10 years of continuous service | Prorated until date of separation, with actual payment dependent upon the achievement of performance goals | | Prorated until date of separation, with actual payment dependent upon the achievement of performance goals | Prorated until date of retirement, with actual payment dependent upon the achievement of performance goals | | | RSUs (Long-Term Plan) | For NEOs who do not meet age and service requirements | Forfeited | Forfeited | Forfeited | Forfeited | Restrictions lapse | | | For NEOs who are at least age 55 with 10 years of continuous service | Prorated until date of separation | | Prorated until date of separation | Prorated until date of retirement | | | Retention RSUs (Long-Term Plan) | | Forfeited | Forfeited | Forfeited; at Board's discretion, units may vest pro-rata based on completed service | Forfeited | Prorated | | Restricted Stock (AIP) | All awards | Forfeited | Forfeited | Forfeited | Forfeited | Restrictions lapse |

  91. Outstanding Equity Compensation Awards

    | PROXY STATEMENT 2024 | 53 |

  92. CEO Pay Ratio

    CEO Pay Ratio Set forth below is the ratio of the annual total CEO compensation for 2023 to the annual total compensation of our median employee for 2023. Mr. Frenzel's annual total CEO compensation was $21,357,168, as reflected in the Summary Compensation Table on page 44. To determine our median employee last year, we used a definition that was based on actual W-2 taxable income for the 2022 calendar year for those who were employed on December 1, 2022, excluding our CEO. Taxable income was selected because it is inclusive of all forms of compensation paid to an employee such as overtime and allowances per union contracts, and we believe it is an appropriate representation of pay. Our median employee for our pay ratio this year is the same employee we used for the pay ratio calculation last year. We believe this employee continues to generally represent the employee population and compensation structure, and there were no significant changes in our employee population or compensation practices as of December 1, 2023 that could reasonably result in a pay ratio. For 2023, our median employee’s annual total compensation was $140,980. Comparing the annual total CEO compensation for 2023 noted above to our median employee's annual total compensation for 2023, the resulting CEO pay ratio is 151:1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934, and as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. If we exclude Mr. Frenzel's one-time retention RSU award valued at $9,000,011 from his annual total compensation for 2023, Mr. Frenzel's annual total compensation equals $12,357,157, and the resulting CEO pay ratio is 88:1.

  93. CEO Pay Ratio

    | PROXY STATEMENT 2024 | 55 |

  94. Pay Versus Performance

    Pay Versus Performance This section provides information regarding "compensation actually paid" to our NEOs for fiscal years 2020 through 2023 as defined, and in accordance with, SEC rules. References in this proxy statement to "CAP" refer to "compensation actually paid" as defined in applicable SEC rules. The disclosures included in this section were not considered by the GCN Committee when making compensation decisions during the last three years.

  95. Pay Versus Performance

    Pay Versus Performance

  96. Pay Versus Performance

    | | | | | | Average Summary Compensation Table Total for Non-CEO Named Executive Officers ($)(3) | Average Compensation Actually Paid to Non-CEO Named Executive Officers ($)(2)(3) | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO Frenzel ($)(1) | Summary Compensation Table Total for CEO Fowke ($)(1) | Compensation Actually Paid to CEO Frenzel ($)(1)(2) | Compensation Actually Paid to CEO Fowke ($)(1)(2) | | | Total Shareholder Return ($) | EEI Electrics Index Total Shareholder Return ($)(4) | Net Income (in Millions) ($) | Ongoing EPS ($)(5) | | 2023 | 21,357,168 | — | 18,145,698 | — | 3,802,917 | 2,708,009 | 109 | 107 | 1,771 | 3.35 | | 2022 | 10,318,579 | — | 9,940,497 | — | 3,258,129 | 3,537,717 | 120 | 117 | 1,736 | 3.17 | | 2021 | 8,350,364 | 12,785,442 | 6,391,262 | (962,729) | 2,543,311 | 1,949,601 | 113 | 116 | 1,597 | 2.96 | | 2020 | — | 16,805,589 | — | 30,490,302 | 2,795,911 | 3,941,492 | 108 | 99 | 1,473 | 2.79 |

  97. Pay Versus Performance

    (1)Mr. Frenzel became CEO on August 18, 2021. Mr. Fowke served as our CEO from 2011 until his retirement on August 18, 2021. (2)Amounts in this column reflect the total compensation reflected in the Summary Compensation Table for the applicable year adjusted in accordance with SEC rules to determine CAP. The adjustments made to Summary Compensation Table totals in order to determine CAP for our PEO and our Other NEOs for 2023 are set forth below. The amounts included for non-CEO NEOs have been averaged. Dividends paid on equity awards during the year are included in the equity value column.

  98. Pay Versus Performance

    | | | Pension-Related Adjustments | | Equity-Related Adjustments | | | | | | | | | | | | Difference Between Fair Value of Awards from | | | | | Year | Summary Compensation Table Aggregate Change in Actuarial Present Value of Accumulated Benefits under Defined Benefit and Pension Plans ($) | Pension Service Cost ($) | Summary Compensation Table "Stock Awards" Amount ($) | Year-End Fair Value of Awards Granted During the Year that Remain Unvested ($) | 12/31/22 to 12/31/23 for Awards Granted in any Prior Year that Remained Unvested at Year-End ($) | 12/31/22 to Vesting Date for Prior Year Awards that Vested During the Year ($) | Adjustments to Summary Compensation Table Totals ($) | | CEO Frenzel | 2023 | (175,217) | 99,749 | (18,000,011) | 15,968,459 | (829,422) | (275,028) | (3,211,470) | | Average Non-CEO NEOs | 2023 | (174,417) | 69,529 | (1,885,043) | 1,129,005 | (183,784) | (50,198) | (1,094,908) |

  99. Pay Versus Performance

    (3)The non-CEO NEOs were as follows: 2023: Brian Van Abel, Brett Carter, Timothy O'Connor, Amanda Rome and Patricia Correa 2022: Brian Van Abel, Brett Carter, Timothy O'Connor and Amanda Rome 2021: Brian Van Abel, Brett Carter, Timothy O'Connor and Amanda Rome 2020: Brian Van Abel, Robert Frenzel, Brett Carter, Timothy O'Connor, Amanda Rome and Kent Larson (4)The EEI Investor-Owned Electrics Index ("EEI Electrics Index") (market capitalization-weighted) included 39 companies at 2023 year-end and is a broad measure of industry performance, and which is the industry index used to show our performance in our Form 10-K. (5)The SEC's rules and related guidance state that the "Company-Selected Measure" must be a financial performance measure not otherwise presented in the table above that we use to link CAP for our NEOs for fiscal 2023 to our Company's performance. The only other financial performance measure used in our executive compensation program is ongoing EPS, which is a non-GAAP measure that we reconcile in Exhibit A which can be adjusted for certain identified financial impacts. Adjustments were made to ongoing EPS for 2023 as noted in Exhibit A. As described in the CD&A, our annual incentive awards are, in part, based on ongoing EPS. When ongoing EPS is below guidance, annual incentive awards will not be paid.

  100. Pay Versus Performance

    | | | We have listed to the left the most important financial performance measures used to link CAP and Company performance for fiscal year 2023 as further described in our CD&A. | | Most Important Performance Measures | | | | •Electric System Reliability (SAIDI) •Safety (public and employee) •Carbon Dioxide Emissions Reduction •Customer Satisfaction | •Diversity, Equity and Inclusion •Relative Total Shareholder Return •Earnings Per Share | |

  101. Pay Versus Performance

    The following charts have been included to show the relationship, if any, between (i) CAP versus TSR, (ii) CAP versus the Company's net income and (iii) CAP versus the Company's ongoing EPS.

  102. Securities Authorized for Issuance under Equity Compensation Plans

    | DIRECTOR COMPENSATION |

  103. Director Compensation Table

    Director Compensation Table The compensation each non-employee director received in 2023, including deferred amounts, is shown in the table below.

  104. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(2) | Total ($) | | Megan Burkhart | — | 327,253 | 327,253 | | Lynn Casey | — | 315,253 | 315,253 | | Netha Johnson | 121,044 | 170,000 | 291,044 | | Patricia Kampling | 63,544 | 246,253 | 309,797 | | George Kehl | 146,154 | 170,000 | 316,154 | | Richard O’Brien | — | 346,374 | 346,374 | | Charles Pardee | — | 351,253 | 351,253 | | Christopher Policinski | — | 347,626 | 347,626 | | James Prokopanko | 135,000 | 170,000 | 305,000 | | Tim Welsh(3) | — | 184,819 | 184,819 | | Kim Williams | 148,132 | 170,000 | 318,132 | | Daniel Yohannes | 125,000 | 170,000 | 295,000 |

  105. Director Compensation Table

    (1)In 2023, the following directors elected to defer cash compensation into stock equivalent units as follows:

  106. Director Compensation Table

    | Name | Cash ($) | Stock Equivalent Units (#) | | Megan Burkhart | 131,044 | 2,561 | | Lynn Casey | 121,044 | 2,366 | | Patricia Kampling | 63,544 | 1,244 | | Richard O’Brien | 146,978 | 2,867 | | Charles Pardee | 151,044 | 2,951 | | Christopher Policinski | 148,022 | 2,891 | | Tim Welsh | 48,057 | 958 |

  107. Director Compensation Table

    (2)Amounts in this column represent the aggregate grant date fair value of the shares of common stock or stock equivalent units granted to directors in 2023 as computed in accordance with FASB ASC Topic 718, which value is equal to the closing price of our common stock on the trading date preceding the applicable grant date. Directors may receive stock equivalent units for their annual equity grant and if they elect to defer their cash retainers into stock equivalent units. Stock equivalent units are only payable as a distribution of whole shares of our common stock upon a director’s termination of service, disability or death. The stock equivalent units fluctuate in value as the value of our common stock fluctuates. As of December 31, 2023, the number of stock equivalent units owned by current non-employee directors were as follows:

  108. Director Compensation Table

    | Name | Stock Equivalent Units (#) | Name | Stock Equivalent Units (#) | Name | Stock Equivalent Units (#) | | Megan Burkhart | 8,467 | George Kehl | 9,923 | James Prokopanko | 29,655 | | Lynn Casey | 27,189 | Richard O'Brien | 75,913 | Tim Welsh | 3,172 | | Netha Johnson | 9,923 | Charles Pardee | 9,259 | Kim Williams | 96,837 | | Patricia Kampling | 6,329 | Christopher Policinski | 125,360 | Daniel Yohannes | 12,196 |

  109. Director Compensation Table

    For information on holdings of common stock and stock equivalent units as of March 25, 2024, see the Ownership of Securities table on page 69. (3)Mr. Welsh joined the Board of Directors on August 23, 2023.

  110. Directors and Officers

    Directors and Officers The table below provides the beneficial ownership of our common stock as of March 25, 2024 for (a) each director and director nominee; (b) the executive officers named in the Summary Compensation Table; and (c) the directors and current executive officers as a group. Unless otherwise indicated, each person has sole investment and voting power (or shares such powers with his or her spouse) over the shares noted. As of March 25, 2024, there were 555,470,302 shares of our common stock issued, outstanding and entitled to vote. None of the listed individual directors, director nominees or executive officers beneficially owned more than 1% of our common stock on March 25, 2024. The directors and executive officers as a group beneficially owned less than 1% of our common stock on March 25, 2024. None of the shares owned by our directors or executive officers are subject to any type of pledge.

  111. Directors and Officers

    | Name of Beneficial Owner | Principal Position | Common Stock | Restricted Stock | Total Shares Beneficially Owned | Stock Equivalents(1) | | Megan Burkhart | Director | — | — | — | 8,535 | | Lynn Casey | Director | 1,138 | — | 1,138 | 27,421 | | Netha Johnson | Director | 531 | — | 531 | 10,010 | | Patricia Kampling | Director | 6,349 | — | 6,349 | 6,382 | | George Kehl | Director | 572 | — | 572 | 10,010 | | Richard O’Brien | Director | 11,366 | — | 11,366 | 76,568 | | Charles Pardee | Director | 8,989 | — | 8,989 | 9,333 | | Christopher Policinski | Director | 2,000 | — | 2,000 | 126,447 | | James Prokopanko | Director | 1,000 | — | 1,000 | 29,914 | | Tim Welsh | Director | — | — | — | 3,194 | | Kim Williams | Director | 10,255 | — | 10,255 | 97,681 | | Daniel Yohannes | Director | 8,568 | — | 8,568 | 12,302 | | Bob Frenzel | Chairman, President and Chief Executive Officer | 297,974 | — | 297,974 | — | | Brian Van Abel | Executive Vice President, Chief Financial Officer | 51,269 | — | 51,269 | — | | Timothy O'Connor | Executive Vice President, Chief Operations Officer | 17,563 | — | 17,563 | 64,248 | | Amanda Rome | Executive Vice President, Group President, Utilities and Chief Customer Officer | 25,634 | 1,461 | 27,095 | — | | Patricia Correa | Senior Vice President, Chief Human Resources Officer | 1,156 | — | 1,156 | — | | Brett Carter | Former Executive Vice President, Group President, Utilities and Chief Customer Officer | 12,804 | — | 12,804 | — | | Directors and Current Executive Officers as a group (18 persons) | | 475,110 | 1,461 | 476,571 | 483,738 |

  112. Directors and Officers

    (1)Stock equivalents represent (i) stock equivalent units held under the directors’ Stock Program as of March 25, 2024 and (ii) the share equivalents of our common stock held by executive officers in the Deferred Compensation Plan as of March 25, 2024. For information on the director stock equivalent units granted during 2023 and holdings at December 31, 2023, see page 65. The information in this column is not required by SEC rules because the stock equivalents carry no voting rights and the recipient does not have the right to acquire any underlying shares within 60 days of March 25, 2024. Nevertheless, we believe that this information provides a more complete picture of the financial stake that our directors and executive officers have in the Company.

  113. Directors and Officers

    | PROXY STATEMENT 2024 | 69 |

  114. Directors and Officers

    Ownership of Securities