DEF 14A of Xcel Energy Inc, Apr 8, 2025

DEF 14A of Xcel Energy Inc

Filed Apr 8, 2025 · FY20240000072903-25-000078

Open on EDGAR

  1. Looking forward to another strong year

    | Nonqualified Deferred Compensation | | 50 | | Potential Payments upon Termination or Change in Control | | 51 | | CEO Pay Ratio | | 54 | | Pay Versus Performance | | 55 | | Securities Authorized for Issuance under Equity Compensation Plans | | 57 | | Director Compensation | | 58 | | Annual Equity Grant | | 58 | | Stock Program | | 58 | | Director Compensation Table | | 59 | | Director Stock Ownership Guidelines | | 59 | | Report of the Audit Committee | | 60 | | Independent Auditors | | 60 | | Audit and Non-Audit Fees | | 60 | | Audit and Non-Audit Services Pre-Approval Policy | | 61 | | Proposal No. 3 | Ratification of Independent | | | Registered Public Accounting Firm | | 61 | | Related Person Transactions | | 62 | | Ownership of Securities | | 63 | | Directors and Officers | | 63 | | Largest Shareholders | | 64 | | Questions and Answers About the Annual Meeting and Voting | | 65 | | Appendix A – Reconciliation of Ongoing EPS | | A-1 |

  2. 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 2024 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 2024 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 2024, 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 32. Information about our director compensation practices is provided beginning on page 58.

  3. Determining Executive Officer and Director Compensation

    | PROXY STATEMENT 2025 | 17 |

  4. 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.

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

    | | | | | | | | | | | | | | | | 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 | | | | | | | | | | | |

  6. 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, Policy and Governance Expertise •Human Resource Management and Executive Compensation Experience |

  7. 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. |

  8. 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 |

  9. 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 |

  10. 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. |

  11. 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 |

  12. 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 and tenure.

  13. 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, 2025 to be considered for the 2026 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 2025 Annual Meeting of Shareholders.

  14. Shareholder Recommendation of Directors

    | PROPOSAL NO. 1 | | | ELECTION OF DIRECTORS | | | | Thank You Retiring Board Members | | 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 integrity and experience, are some of the important characteristics for Board members. Such characteristics are evaluated when considering director candidates. We currently have 14 directors on our Board. Messrs. Policinski and Yohannes and Ms. Williams will not be standing for reelection at the annual meeting in accordance with our board refreshment policies. Xcel Energy sincerely thanks them for their significant contributions and service to the Company and our shareholders. The Board has set the size of the Board at 11 as of the annual meeting, and 11 director nominees have been recommended by the GCN Committee and nominated by the Board. Of the 11 nominees, 10 were elected by our shareholders at the 2024 Annual Meeting of Shareholders. In early 2025, the GCN Committee determined the Board would benefit from adding Devin Stockfish as a director. Mr. Stockfish serves as President and Chief Executive Officer for a Fortune 500 company and has expertise in capital-intensive industries, corporate finance, legal and regulatory matters and strategic planning. Mr. Stockfish was initially identified as a potential candidate by our Lead Independent Director and was included in our third-party search firm's candidate pool. After reviewing the pool of candidates and Mr. Stockfish's qualifications, the GCN Committee recommended him for election to the Board. Mr. Stockfish began serving on our Board on January 23, 2025. 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 11 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 2026 Annual Meeting of Shareholders and until their successors have been elected and qualified. | | | | Chris Policinski | | | Kim Williams | | | Daniel Yohannes |

  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 2025 | 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, risk management, 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 corporate affairs, which includes corporate sustainability, communications and external affairs, and Comerica's EXCELLENCE program which focuses on maturing foundational risk management practices and fostering a strong risk culture across the bank. 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 53 Director since 2022 Committees •Audit •GCN Key Skills/Expertise •Leadership & Strategy •Risk Management •Regulated Industry •Environmental •Customer & Community | |

  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, having served as Chair and Chief Executive Officer of Padilla, a public relations and communications firm, for 17 years. 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 (2001 to August 2018) Other Public Company Boards •None | | Age 69 Director since 2018 Committees •Finance •ONES Key Skills/Expertise •Leadership & Strategy •Risk Management •Customer & Community | |

  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. Mr. Frenzel currently serves on the boards of a number of industry groups, including Nuclear Energy Institute, Edison Electric Institute and Institute of Nuclear Power Operations. 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) •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) (Note that Patterson is expected to go private in April 2025) | | Age 54 Director since 2021 Committees •None Key Skills/Expertise •Leadership & Strategy •Risk Management •Finance •Regulated Industry •Environmental •Customer & Community | |

  20. Shareholder Recommendation of Directors

    | Netha Johnson Executive Vice President and Chief Operations Officer, Albemarle Corporation | | | | Director Qualifications and Experience Mr. Johnson's leadership experience in global operations provides the Board with valuable business and strategic insight. Through his role as Executive Vice President and Chief Operations Officer of Albemarle Corporation, a global specialty chemicals company, Mr. Johnson brings real time operational experience and expertise to the Board. Mr. Johnson's 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 •Executive Vice President and Chief Operations Officer, Albemarle Corporation, a global specialty chemicals company (November 2024 to present) •President, Specialties Global Business Unit (previously the Bromine Specialties business unit), Albemarle Corporation (2018 to October 2024) •Vice President and General Manager, 3M Company, a multi-national industrial, worker safety, health care and consumer goods company (2015 to 2018) •President, Filtration, Pentair, a global water treatment company (2010 to 2015) Other Public Company Boards •None | | Age 54 Director since 2020 Committees •Finance •ONES Key Skills/Expertise •Leadership & Strategy •Risk Management •Finance •Environmental •Customer & Community | |

  21. Shareholder Recommendation of Directors

    | PROXY STATEMENT 2025 | 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, and the Board has determined Ms. Kampling to be an audit committee financial expert. 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) | | Age 65 Director since 2020 Committees •Audit •GCN Key Skills/Expertise •Leadership & Strategy •Risk Management •Finance •Regulated Industry •Environmental •Customer & Community | |

  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 66 Director since 2020 Committees •Audit (Chair) •Finance Key Skills/Expertise •Leadership & Strategy •Risk Management •Finance •Regulated Industry •Customer & Community | |

  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 2024) •Vulcan Materials Company (Since 2008) Former Public Company Boards •Pretivm Resources Inc. (2019 to 2022) | | Age 71 Director since 2012 Committees •Finance (Chair) •GCN Key Skills/Expertise •Leadership & Strategy •Risk Management •Finance •Regulated Industry •Environmental •Customer & Community | |

  25. Shareholder Recommendation of Directors

    | Charles Pardee Retired President, Terrestrial Energy, USA | | | | Director Qualifications and Experience Mr. Pardee brings to our Board extensive nuclear, operational and risk management experience. He most recently served as President of Terrestrial Energy, USA, a nuclear technology company, and has more than 39 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 and is a director for Terrestrial Energy Inc. He previously served on the nuclear safety advisory board for the Tokyo Electric Power company. Business Experience •President, Terrestrial Energy, USA, a nuclear technology company (2019 to June 2024) •Executive Vice President, Chief Operating Officer, Tennessee Valley Authority, a federally owned corporation that provides navigation, flood control, electricity generation 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 65 Director since 2020 Committees •Audit •ONES (Chair) Key Skills/Expertise •Leadership & Strategy •Risk Management •Finance •Regulated Industry •Environmental •Customer & Community | |

  26. Shareholder Recommendation of Directors

    | PROXY STATEMENT 2025 | 25 |

  27. 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 Chief Operating Officer, 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 71 Director since 2015 Committees •Audit •Finance Key Skills/Expertise •Leadership & Strategy •Risk Management •Finance •Regulated Industry •Environmental •Customer & Community | |

  28. Shareholder Recommendation of Directors

    | Devin Stockfish President and Chief Executive Officer, Weyerhaeuser Company | | | | Director Qualifications and Experience Mr. Stockfish is an accomplished executive who shares our deep commitment to safety and operational excellence. He serves as president and chief executive officer of Weyerhaeuser Company, and our company greatly benefits from his acumen in leading a publicly traded, capital-intensive business. Mr. Stockfish's depth of knowledge in corporate strategy and finance and experience managing complex legal and regulatory issues provide tremendous value to our Board. Mr. Stockfish's experience in sustainable business operations also provides valuable insight as we continue to make progress on our sustainability goals. Mr. Stockfish also serves on the Weyerhaeuser Company board of directors and as chair of the board of directors for the National Alliance of Forest Owners. Business Experience •President and CEO, Weyerhaeuser Company, a North American forest products company (2019 to present) •Senior Vice President Timberlands, Weyerhaeuser Company (2018 to 2019) •Vice President, Western Timberlands, Weyerhaeuser Company (2017 to 2018) •Senior Vice President, General Counsel and Corporate Secretary, Weyerhaeuser Company (2014 to 2016) Other Public Company Boards •Weyerhaeuser Company (Since 2019) | | Age 51 Director since 2025 Committees •Finance •ONES Key Skills/Expertise •Leadership & Strategy •Risk Management •Finance •Regulated Industry •Customer & Community | |

  29. Shareholder Recommendation of Directors

    | Tim Welsh President, CCC Intelligent Solutions Inc. | | | | 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. In his role at CCC Intelligent Solutions Inc., Mr. Welsh leads all market-facing functions to help customers in insurance and collision repair industries accelerate their digital transformation journeys. During his seven years at U.S. Bancorp, Mr. Welsh drove 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 of Allina Health and previously as the chair of the board for GREATER MSP. 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 •President, CCC Intelligent Solutions Inc., a cloud platform company supporting the insurance industry (March 2025 to present) •Vice Chair, Consumer and Business Banking, U.S. Bancorp, a financial services holding company (2019 to July 2024) •Vice Chair, Consumer Banking Sales and Support, U.S. Bancorp (2017 to 2019) •Senior Partner, McKinsey & Company, a global management consulting firm (2006 to 2017) •Partner, McKinsey & Company (1999 to 2006) Other Public Company Boards •None | | Age 59 Director since 2023 Committees •Audit •ONES Key Skills/Expertise •Leadership & Strategy •Risk Management •Finance •Regulated Industry •Customer & Community | |

  30. Shareholder Recommendation of Directors

    | PROXY STATEMENT 2025 | 27 |

  31. 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 sustainability metrics in our compensation programs in support of our sustainability strategy •Align executive compensation with stakeholder interests through long-term incentives goals | •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 | •Don't provide employment contracts to NEOs •Don't permit directors or employees to hedge or pledge their Company stock •Don't provide unusual or excessive perquisites •Don't provide tax gross-ups on severance benefits or executive perquisites except for circumstances regarding relocation •Don't supplement service credit to newly hired officers under any of our qualified or nonqualified retirement plans | |

  32. 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 20 years | | 2014 Our current carbon emissions reduction goal has been in place for the past 11 years | | 2021 Inclusion metric added as a key performance indicator as part of our corporate scorecard and annual incentive plan |

  33. Impact of Say on Pay Vote

    | | Each year, Xcel Energy provides shareholders with a non-binding say on pay vote on its executive compensation programs. Of the votes cast at our 2024 Annual Meeting of Shareholders, 79% were in favor of our executive compensation programs and policies. We value the feedback we receive from investors, so we reached out to shareholders representing approximately 50% of our outstanding shares to discuss our proxy statement and compensation program. In response to our outreach, we engaged with eight investors regarding our compensation program. During those discussions, it became clear that the investors' concerns were solely related to the use of retention RSU awards to certain NEOs. Historically, shareholder support for our executive compensation program has been strong, with shareholders representing 95%, 94% and 95% of our shares voting in favor of our executive compensation program in 2023, 2022 and 2021, respectively. Given the one-time nature of the RSU awards and our historically strong support from our investors of our executive compensation program, the GCN Committee has determined to maintain the core design of our compensation program and decided not to make any changes to our program as a result of the recent opposition. The GCN Committee will continue to consider the outcome of future say on pay votes, in addition to various other factors, when making future compensation decisions. |

  34. 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 2024, 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.

  35. 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 2024.

  36. Peer Group

    | 2024 Peer Group Companies | | | | | Ameren Corporation (AEE) AEP Company Inc. (AEP) CenterPoint Energy Inc. (CNP) Consolidated Edison Inc. (ED) Dominion Energy Inc. (D) | DTE Energy Company (DTE) Duke Energy Corporation (DUK) Edison International (EIX) Entergy Corporation (ETR) | Eversource Energy (EVR) Exelon Corporation (EXC) FirstEnergy Corp. (FE) NextEra Energy, Inc. (NEE) PPL Corporation (PPL) | Public Service Enterprise Group Incorporated (PSEG) Sempra (SRE) The Southern Company (SO) WEC Energy Group, Inc. (WEC) |

  37. Peer Group

    In December 2023, at the time 2024 compensation was assessed: •The median revenue for the peer group was $15.055 billion as compared to our revenue of $15.310 billion. •The median market capitalization for the peer group was $27.977 billion as compared to our market capitalization of $32.706 billion.

  38. 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 |

  39. Overview of Target Total Compensation

    | | | | Long-Term Incentive Targets | | | | Named Executive Officer | Annualized Base Salary ($) | Annual Incentive Target (% of Base Salary) | Performance Stock Units ($) | Restricted Stock Units ($) | Total ($) | | Bob Frenzel, Chairman, President and CEO | 1,400,000 | 140% | 7,000,000 | 3,000,000 | 13,360,000 | | Brian Van Abel, Executive Vice President, Chief Financial Officer | 800,000 | 85% | 1,575,000 | 675,000 | 3,730,000 | | Amanda Rome, Executive Vice President, Group President, Utilities and Chief Customer Officer | 700,000 | 80% | 1,225,000 | 525,000 | 3,010,000 | | Tim O'Connor, Executive Vice President, Chief Operations Officer | 800,000 | 85% | 1,190,000 | 510,000 | 3,180,000 | | Rob Berntsen, Executive Vice President, Chief Legal and Compliance Officer(1) | 600,000 | 75% | 875,000 | 375,000 | 2,300,000 |

  40. 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. The base salaries for the NEOs were, in aggregate, within the market median of base salaries of our peer companies.

  41. Annual Incentive

    Annual Incentive Our annual incentive plan ("AIP") is intended to reward the NEOs for achievement of short-term performance goals. In February 2024, 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.

  42. Calculation of Annual Incentive Award

    Calculation of Annual Incentive Award The GCN Committee established each NEO's 2024 AIP payout based on the following structure: •Each NEO's target award value 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.

  43. 2024 Goals and Achieved Results

    | Key Performance Indicator | Threshold Performance | Target Performance | Maximum Performance | 2024 Actual Performance | % Payout | % Weight | Weighted Calculation | | Electric System Reliability (SAIDI) | 100 | 94 | 92 | 100 | 50.00% | 20% | 10.00% | | Safety | | | | | | | | | Public Safety (gas emergency response) | 92.0% | 96.5% | 98.5% | 97.5% | 125.00% | 20% | 25.00% | | Employee Safety (safety culture) | 77-79 | 80-82 | 83 | 76 | —% | 20% | —% | | Customer Satisfaction (J.D. Power residential survey) (percentile) | 30th | 38th | 50th | 32nd | 62.50% | 20% | 12.50% | | Inclusion (index) | 100 | 200 | 300 | 225 | 112.50% | 10% | 11.25% | | Wind Availability (equivalent availability factor) | 94.0% | 96.0% | 97.0% | 96.8% | 140.00% | 10% | 14.00% | | Metric Results | | | | | | 100% | 72.75% |

  44. 2024 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 $3.50 to $3.54 per share for 2024, then operational results can be modified by a funding multiplier of 50% to 100%. If ongoing EPS is at $3.55 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 2024, the GCN Committee considered overall performance as well as ongoing earnings results when determining the funding multiplier, resulting in an award level of 63.5% of target. Financial performance is recognized and rewarded as a pre-defined percentage of each NEO's target annual incentive award. No additional percentage of target annual incentive awards was paid based on the achieved EPS result of $3.50 per share for 2024.

  45. 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 2024, our long-term incentive program had two components, which addressed these objectives: •Performance stock units ("PSUs") (70% weighting based on target LTI value); and •Restricted stock units ("RSU") (30% weighting based on target LTI value).

  46. Grant of 2024-2026 LTI Awards

    Grant of 2024-2026 LTI Awards Long-term incentive compensation is approximately 75% of the CEO's target total direct compensation and 57% 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).

  47. PSUs

    PSUs In 2024, the GCN Committee approved the grant of PSUs to each NEO which are subject to the achievement of pre-determined performance metrics for the three-year period ending December 31, 2026. These performance metrics are relative TSR and carbon dioxide emissions reduction.

  48. PSUs

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

  49. PSUs

    | PSUs 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. | PSUs are based on the achievement of a specified reduction in carbon dioxide emissions in 2026 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 PSU 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 PSU 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 PSUs and dividend equivalents would be forfeited. | |

  50. PSUs

    | Each PSU represents one share of Xcel Energy common stock. | | | Grant awards at target: | Grant awards at target: | | •CEO: 63,022 •Other NEOs range: 9,006 to 14,180 | •CEO: 47,266 •Other NEOs range: 6,754 to 10,635 | | Settled as cash, shares or a combination, as elected. | Settled as shares. |

  51. RSUs

    RSUs In 2024, the GCN Committee approved a grant of RSUs to each NEO that vests on December 31, 2026, 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. For 2024, the CEO was awarded 47,267 RSUs and the other NEOs were awarded between 6,755 and 10,635 RSUs, excluding RSUs granted in connection with retention awards or hiring the executive. As discussed in the CD&A in our 2024 Proxy Statement, in December 2023, the GCN Committee approved retention RSU awards to Messrs. Van Abel and O'Connor and to Ms. Rome valued at $800,000, $200,000 and $800,000, 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. The PSU and RSU grants are included in the Grants of Plan-Based Awards table on page 45.

  52. Settlement of 2022-2024 PSUs

    Settlement of 2022-2024 PSUs The following section describes the results of the PSUs for the three-year performance period ended December 31, 2024.

  53. Settlement of 2022-2024 PSUs

    | PSUs based on the Company's Relative TSR | PSUs based on Carbon Dioxide Emissions Reduction | | | | | The performance outcome is at the 35th percentile, which results in a 47.5% payout. | The performance outcome is a 58.6% reduction over 2005 levels, which results in a payout equal to 200% of target. 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 33% to the payout. | | Earned awards: | Earned awards: | | •CEO: 26,771 •Other NEOs: 4,666 to 6,654 | •CEO: 67,634 •Other NEOs: 11,787 to 16,811 | | The award amounts include dividend equivalents credited over the three-year performance cycle. | |

  54. Settlement of 2022-2024 PSUs

    The PSUs that were earned are included in the Option Exercises and Stock Vested table on page 47.

  55. Settlement of 2022-2024 PSUs

    | PROXY STATEMENT 2025 | 39 |

  56. Changes to LTI Program Beginning with 2025-2027 LTI Awards

    Changes to LTI Program Beginning with 2025-2027 LTI Awards In December 2024, based in part on input from Meridian, the GCN Committee redesigned the Company's LTI Program beginning with the 2025-2027 LTI awards. The intent of the redesign was to maintain financial alignment with investors while adding operational focus to high priority and risk items of concern to our investors. Under the redesigned program, target LTI award values will continue to consist 30% of RSUs and 70% of PSUs. Similar to our prior LTI Program, the RSUs will vest on the third anniversary of the grant date, provided the executive officer remains continuously employed until such anniversary, subject to certain limited exceptions. The PSUs will vest based on achievement of the following performance metrics over a three-year period.

  57. Changes to LTI Program Beginning with 2025-2027 LTI Awards

    | Performance Metric | % Weight | | Financial Goal | 30% | | Emissions Reduction Goal | 30% | | Public Safety Goal | | | Nuclear Operations Ratings Goal | 20% | | Wildfire Mitigation Goals | 20% | | Target Percentage of PSUs | 100% |

  58. Changes to LTI Program Beginning with 2025-2027 LTI Awards

    The percent of PSUs that will vest with the Financial Goal will be determined based on the rate at which the Company's annual ongoing EPS changed from the 2024 baseline of $3.55 to the last year of the performance period. The percent of PSUs that will vest based on the Emissions Reduction Goal will be determined by the Company's reduction, if any, in carbon dioxide emissions below the level of carbon dioxide emissions in 2005 (the 2005 baseline level) as measured during the third year in the performance period. The percent of PSUs that will vest based on the Nuclear Operations Ratings Goal will be determined based on the public safety scoring of the Company's nuclear generating plants as determined by the World Association of Nuclear Operators Plant Industry Index in December of the third year in the performance period, modified by the Nuclear Regulatory Commission Reactor Oversight Process measures for the nuclear plants. The percent of PSUs that will vest based on the Wildfire Mitigation Goals will be determined based on the level of completion during the performance period of specified measures that were based on the wildfire mitigation plans filed with the public utility commissions in Colorado and Texas. The number of PSUs achieved based on the performance of the four metrics outlined above will then be adjusted, upwards or downwards by up to 30%, by the results of a relative TSR ranking (the "PSU Modifier"). The PSU Modifier will be determined by the extent that the Company's TSR is above or below the 50th percentile of performance relative to the TSR of the companies in our peer group. The total number of PSUs that can vest cannot exceed 200% of the target number of PSUs after taking into account the PSU Modifier.

  59. Compensation Arrangement with Rob Berntsen

    Compensation Arrangement with Rob Berntsen Mr. Berntsen was hired as Executive Vice President, Chief Legal and Compliance Officer effective May 20, 2024. In connection with his hiring, the GCN Committee, based on its review of relevant market data and advice from its independent compensation consultant, approved compensation for Mr. Berntsen consisting of an annual base salary of $600,000, a target bonus under the AIP program equal to 75% of his annual base salary, and long-term incentive awards for the 2024-2026 performance period with a target grant date fair value equal to $1,250,000 (subject to the same terms as the comparable awards granted to other executive officers for this performance cycle). To replace forfeited compensation earned by Mr. Berntsen at his previous employer, Mr. Berntsen received two RSU awards valued at $350,000 each that will vest on December 31, 2025 and December 31, 2026 if he continues to provide service to Xcel Energy as of such dates. The GCN Committee also approved a $100,000 cash sign-on bonus for Mr. Berntsen (which is subject to repayment if Mr. Berntsen voluntarily terminates his employment with us prior to May 20, 2025) and relocation benefits up to $250,000, not including amounts reimbursed for taxes on such benefits.

  60. 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 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 51.

  61. Equity Grant Practices

    Equity Grant Practices We follow these practices regarding the timing of equity compensation grants: •PSUs 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.

  62. 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.

  63. 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.

  64. 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 | 2024 | 1,400,000 | — | 10,000,015 | 1,244,600 | 211,080 | 76,368 | 12,932,063 | | | 2023 | 1,300,000 | — | 18,000,011 | 1,811,160 | 175,217 | 70,780 | 21,357,168(7) | | | 2022 | 1,200,000 | — | 7,000,062 | 1,985,850 | 69,074 | 63,593 | 10,318,579 | | Brian Van Abel EVP, Chief Financial Officer | 2024 | 800,000 | — | 3,050,051 | 431,800 | 226,667 | 49,303 | 4,557,821 | | | 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 | | Amanda Rome EVP, Group President, Utilities and Chief Customer Officer | 2024 | 700,000 | — | 2,550,098 | 355,600 | 89,370 | 45,220 | 3,740,288 | | | 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 | | Tim O'Connor EVP, Chief Operations Officer | 2024 | 800,000 | — | 1,900,101 | 431,800 | 278,386 | 47,655 | 3,457,942 | | | 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 | | Rob Berntsen(8) EVP, Chief Legal and Compliance Officer | 2024 | 370,833 | 100,000 | 1,950,141(9) | 176,930 | — | 187,115 | 2,785,019 |

  65. 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, Deferred Compensation Plan or otherwise. (2)Amounts in this column for 2023 reflect additional cash awards under our AIP paid to Messrs. Van Abel and O'Connor and Ms. Rome in consideration of individual performance contributing to Xcel Energy's strong operational and financial performance as described in our 2024 proxy statement. For Mr. Berntsen, the amount in this column for 2024 represents a cash sign-on bonus that was approved in connection with his 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 PSUs granted in 2024 assuming maximum performance is achieved.

  66. Summary Compensation Table

    | | PSUs | | RSUs ($) | Retention RSUs ($) | | Name | Target ($) | Maximum ($) | | | | Bob Frenzel | 6,999,979 | 13,999,958 | 3,000,036 | — | | Brian Van Abel | 1,575,008 | 3,150,016 | 675,003 | 800,039 | | Amanda Rome | 1,225,035 | 2,450,070 | 525,024 | 800,039 | | Tim O'Connor | 1,189,999 | 2,379,998 | 510,045 | 200,057 | | Rob Berntsen | 874,995 | 1,749,990 | 1,075,146 | — |

  67. 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 page 37. The amounts in this column are part of the AIP earned, regardless of whether any portion was deferred under the Deferred Compensation Plan.

  68. Summary Compensation Table

    | PROXY STATEMENT 2025 | 43 |

  69. Summary Compensation Table

    (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. Mr. Berntsen will become a participant in our pension plan after completion of one full year of service. 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 2024 include the cost of premiums for 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 | 44,500 | 11,500 | 12,480 | | Brian Van Abel | 20,500 | 11,500 | 12,480 | | Amanda Rome | 16,500 | 11,500 | 12,480 | | Tim O'Connor | 20,500 | 11,500 | — | | Rob Berntsen | — | 9,262 | 7,454 |

  71. Summary Compensation Table

    For Mr. Berntsen, All Other Compensation also includes $168,743 in relocation expense reimbursement which includes $15,839 in income tax reimbursement for taxes related to the relocation reimbursement. 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)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. (8)Mr. Berntsen was hired as Executive Vice President, Chief Legal and Compliance Officer effective May 20, 2024. His compensation is described in the CD&A. (9)Includes additional RSUs granted to Mr. Berntsen in connection with his hiring, as described in the CD&A.

  72. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information regarding awards granted during 2024 to the NEOs.

  73. 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 | 1/2/2024 | 12/12/2023 | | | | 15,756 | 63,022(a) | 126,044 | | 4,000,006 | | | 1/2/2024 | 12/12/2023 | | | | 11,817 | 47,266(b) | 94,532 | | 2,999,973 | | | 1/2/2024 | 12/12/2023 | | | | | | | 47,267(4) | 3,000,036 | | | | | 980,000 | 1,960,000 | 3,920,000 | | | | | | | Brian Van Abel | 1/2/2024 | 12/12/2023 | | | | 3,545 | 14,180(a) | 25,360 | | 900,005 | | | 1/2/2024 | 12/12/2023 | | | | 2,659 | 10,635(b) | 21,270 | | 675,003 | | | 1/2/2024 | 12/12/2023 | | | | | | | 23,240(4) | 1,475,042 | | | | | 340,000 | 680,000 | 1,360,000 | | | | | | | Amanda Rome | 1/2/2024 | 12/12/2023 | | | | 2,757 | 11,029(a) | 22,058 | | 700,011 | | | 1/2/2024 | 12/12/2023 | | | | 2,068 | 8,272(b) | 16,544 | | 525,024 | | | 1/2/2024 | 12/12/2023 | | | | | | | 20,877(4) | 1,325,063 | | | | | 280,000 | 560,000 | 1,120,000 | | | | | | | Tim O'Connor | 1/2/2024 | 12/12/2023 | | | | 2,679 | 10,714(a) | 21,428 | | 680,018 | | | 1/2/2024 | 12/12/2023 | | | | 2,009 | 8,035(b) | 16,070 | | 509,981 | | | 1/2/2024 | 12/12/2023 | | | | | | | 11,188(4) | 710,102 | | | | | 340,000 | 680,000 | 1,360,000 | | | | | | | Rob Berntsen | 5/20/2024 | 4/18/2024 | | | | 2,252 | 9,006(a) | 18,012 | | 500,013 | | | 5/20/2024 | 4/18/2024 | | | | 1,689 | 6,754(b) | 13,508 | | 374,982 | | | 5/20/2024 | 4/18/2024 | | | | | | | 13,060(4) | 725,092 | | | 5/20/2024 | 4/18/2024 | | | | | | | 6,305(5) | 350,054 | | | | | 139,315 | 278,630 | 557,260 | | | | | |

  74. 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 43. 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 2024. (2)The amounts show the threshold, target and maximum payouts for grants of PSUs. PSUs 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 PSUs award based on the level of achievement. The number of PSUs 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)PSUs based on relative TSR with a measurement date of December 31, 2026. (b)PSUs based on carbon dioxide emissions reduction with a measurement date of December 31, 2026. All PSUs were granted under the Amended and Restated 2015 Omnibus Incentive Plan (the "2015 Plan"). The number of units granted was determined based on the fair market value of our common stock at the time the units were granted, and the value of the units granted is included in the "Stock Awards" column in the Summary Compensation Table. (3)The targeted grant date fair value of each PSU 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, 2026. For Messrs. Van Abel and O'Connor and Ms. Rome, grants include RSUs of 12,605, 3,152 and 12,605, respectively, to incentivize consistent leadership and continuity through our clean energy transition. For Mr. Berntsen, the amount includes 6,305 RSUs granted in connection with his hiring. (5)The amount reflects RSUs issued under the 2015 Plan that will vest on December 31, 2025 that were granted to Mr. Berntsen in connection with his hiring.

  75. Grants of Plan-Based Awards

    | PROXY STATEMENT 2025 | 45 |

  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 PSUs held by the NEOs on December 31, 2024. 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 | 27,311(3) | 1,844,035 | 68,276(4) | 4,609,980 | | | 48,625(5) | 3,283,161 | 81,932(6) | 5,532,034 | | | 158,081(7) | 10,673,649 | 64,833(8) | 4,377,502 | | | | | 97,248(9) | 6,566,184 | | Brian Van Abel | 7,890(3) | 532,702 | 19,724(4) | 1,331,791 | | | 23,908(5) | 1,614,248 | 23,670(6) | 1,598,178 | | | | | 14,587(8) | 984,941 | | | | | 21,881(9) | 1,477,412 | | Amanda Rome | 5,826(3) | 393,345 | 14,562(4) | 983,220 | | | 21,477(5) | 1,450,114 | 17,475(6) | 1,179,894 | | | 673(10) | 45,409 | 11,346(8) | 766,073 | | | | | 17,019(9) | 1,149,145 | | Tim O'Connor | 6,829(3) | 461,063 | 17,069(4) | 1,152,477 | | | 11,509(5) | 777,117 | 20,482(6) | 1,382,973 | | | | | 11,022(8) | 744,193 | | | | | 16,532(9) | 1,116,221 | | Rob Berntsen | 6,474(3) | 437,141 | 9,172(8) | 619,325 | | | 13,411(5) | 905,481 | 13,758(9) | 928,919 |

  78. Outstanding Equity Awards at Fiscal Year-End

    (1)Values were calculated based on the $67.52 closing price of our common stock on December 31, 2024. For PSUs granted in 2023 and 2024, the values reflected in the table assume target performance for PSUs granted based on relative TSR and assume maximum performance for the PSUs based on carbon dioxide emissions reduction. The value of the PSUs at payout will be based on actual performance and the price of our common stock at that time. (2)Amounts reflected exclude PSU awards that have a measurement period that ended on December 31, 2024 and vested on such date. The GCN Committee certified payment of these awards on February 25, 2025, and the amounts for these awards are included in the Option Exercises and Stock Vested table on page 47. (3)Represents RSUs granted for 2023, and credited dividend equivalents, vesting on December 31, 2025. (4)Represents PSUs 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. (5)Represents RSUs granted for 2024, and credited dividend equivalents, vesting on December 31, 2026. (6)Represents PSUs 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. (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 PSUs granted for 2024, and credited dividend equivalents, based on relative TSR for the performance period January 1, 2024 to December 31, 2026. The measurement date for the vesting of these awards is December 31, 2026. (9)Represents PSUs granted for 2024, and credited dividend equivalents, based on carbon dioxide emissions reduction. The measurement date for the vesting of these awards is December 31, 2026. (10)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 and on one-third of the shares on March 1, 2024. The restrictions on the remaining one-third of restricted shares will lapse on March 1, 2025 or the next available trading day if the designated date is not a trading day.

  79. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table discloses on a grant-by-grant basis the PSU, RSU and restricted stock awards that vested in 2024. Fractional share amounts have been rounded to the nearest whole share.

  80. Option Exercises and Stock Vested

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(2) | | Bob Frenzel | 26,771(3) | 1,894,873(4) | | | 67,634(5) | 4,787,110(4) | | | 22,545(6) | 1,595,729(4) | | Brian Van Abel | 6,654(3) | 470,996(4) | | | 16,811(5) | 1,189,886(4) | | | 5,605(6) | 396,706(4) | | Amanda Rome | 1,486(7) | 78,286(8) | | | 4,666(3) | 330,268(4) | | | 11,787(5) | 834,298(4) | | | 3,930(6) | 278,151(4) | | Tim O'Connor | 5,928(3) | 419,575(4) | | | 14,975(5) | 1,059,948(4) | | | 4,993(6) | 353,419(4) | | Rob Berntsen | — | — |

  81. 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 PSU awards that had performance periods that ended on December 31, 2024 and RSUs that vested on December 31, 2024. The GCN Committee certified the achievement of the applicable performance measures on February 25, 2025. (3)Reflects vesting of PSUs granted for the performance period of January 1, 2022 to December 31, 2024 and associated dividend equivalent units based on achievement of TSR relative to our peer group. Upon settlement, each officer received their PSU award as follows: Messrs. Frenzel, Van Abel and O'Connor received 50% as common stock and 50% as cash, and Ms. Rome received 100% as common stock. (4)Value is based on the closing market price of our common stock on February 24, 2025, or $70.78, the preceding trading date prior to the GCN Committee certification. (5)Reflects vesting of PSUs granted for the performance period of January 1, 2022 to December 31, 2024 and associated dividend equivalent units based on achievement of a defined reduction of carbon dioxide emissions. Upon settlement, each officer received 100% of the PSU award in shares of common stock. (6)Reflects vesting of service-based RSUs granted for the period of January 1, 2022 to December 31, 2024 and associated dividend equivalent units based on active employment at the time of vesting. Upon settlement, each officer received 100% of the RSUs in shares of common stock. (7)Reflects vesting of restricted stock elected in lieu of cash compensation under the AIP plus associated stock acquired with reinvested dividends. (8)Value is based on the closing market price of our common stock on February 28, 2024, or $52.69, the preceding trading date prior to the vesting date.

  82. Option Exercises and Stock Vested

    | PROXY STATEMENT 2025 | 47 |

  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 | 9 | 445,604 | — | | | Nonqualified Pension Plan | 9 | 364,939 | — | | Brian Van Abel | Pension Plan | 15 | 868,359 | — | | | Nonqualified Pension Plan | 15 | 621,665 | — | | Amanda Rome | Pension Plan | 10 | 164,931 | — | | | Nonqualified Pension Plan | 10 | 119,134 | — | | Tim O'Connor | Pension Plan | 17 | 1,733,909 | — | | | Nonqualified Pension Plan | 17 | 693,931 | — | | Rob Berntsen | Pension Plan | 1 | — (1) | — | | | Nonqualified Pension Plan | 1 | — (1) | — |

  85. Pension Benefits

    (1) Mr. Berntsen will become a participant after completion of one full year of service.

  86. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table shows the amounts deferred by the NEOs and our matching contributions during 2024.

  87. Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2024 ($)(1) | Registrant Contributions in 2024 ($)(2) | Aggregate Earnings (Loss) in 2024 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Dec. 31, 2024 ($)(3) | | Bob Frenzel | 98,000 | 44,500 | 33,354 | — | 654,393 | | Brian Van Abel | 64,000 | 20,500 | 24,841 | — | 262,529 | | Amanda Rome | 35,000 | 16,500 | 9,969 | — | 114,370 | | Tim O'Connor(4) | 80,000 | 20,500 | 1,469,498 | (6,148) | 18,618,219 | | Rob Berntsen | 6,500 | — | 188 | — | 6,688 |

  88. Nonqualified Deferred Compensation

    (1)Deferrals into the deferred compensation plan were made from compensation earned in 2024 and are reported in the column titled "Salary" in the Summary Compensation Table for 2024 on page 43. (2)Amounts shown reflect our matching contributions (above applicable Internal Revenue Code limits) into our deferred compensation plan during 2024 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 43. (3)Of the amounts shown, the following aggregated amounts were included in the column titled "Salary" in the Summary Compensation Table for 2022 and 2023: Mr. Frenzel: $175,000; Mr. Van Abel: $101,500; Ms. Rome: $33,750; and Mr. O'Connor: $114,500. (4)The Aggregate Earnings, Aggregate Withdrawals/Distributions and Aggregate Balance columns include $361, $6,148 and $29,645, 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.

  89. 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. 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 lump sum 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 lump sum 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 effective 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 (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 and equity award agreements, upon a change in control, all unvested shares of restricted stock and unvested RSUs will vest immediately, and all PSUs 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 PSUs 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 53. 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, to the extent allowed under applicable law.

  90. Outstanding Equity Compensation Awards

    Outstanding Equity Compensation Awards As discussed above, pursuant to the terms of our incentive compensation plans and equity award agreements, 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 PSUs 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:

  91. Outstanding Equity Compensation Awards

    | Award | Audience | Voluntary Termination | Involuntary Termination With Cause | Involuntary Termination Without Cause | Retirement | Death or Disability | | PSUs (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 |

  92. Outstanding Equity Compensation Awards

    *NEOs who provide notice of retirement in accordance with the award agreement used in 2024 will not have their awards prorated upon retirement but will have their awards vest in full (based on actual performance for PSUs).

  93. CEO Pay Ratio

    CEO Pay Ratio Set forth below is the ratio of the annual total CEO compensation for 2024 to the annual total compensation of our median employee for 2024. Mr. Frenzel's annual total CEO compensation was $12,932,063, as reflected in the Summary Compensation Table on page 43. To determine our median employee in 2024 we used a definition that was based on actual W-2 taxable income for the 2024 calendar year for those who were employed on December 1, 2024. 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. For 2024, our median employee's annual total compensation was $130,406. Comparing the annual total CEO compensation for 2024 noted above to our median employee's annual total compensation for 2024, the resulting CEO pay ratio is 99:1. 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.

  94. Pay Versus Performance

    Pay Versus Performance This section provides information regarding "compensation actually paid" to our NEOs for fiscal years 2020 through 2024 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.

  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 ($)(1)(2) | | | Total Shareholder Return ($)(4) | EEI Electrics Index Total Shareholder Return ($)(4)(5) | Net Income (in Millions) ($)(6) | Ongoing EPS ($)(6) | | 2024 | 12,932,063 | — | 20,695,635 | — | 3,635,267 | 4,874,815 | 123 | 127 | 1,936 | 3.50 | | 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 CEO and our other NEOs for 2024 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 Stock Awards column of the Summary Compensation Table.

  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 ($) | Year-End Fair Value of Awards Granted During the Year that Remain Unvested ($) | 12/31/23 to 12/31/24 for Awards Granted in any Prior Year that Remained Unvested at Year-End ($) | 12/31/23 to Vesting Date for Prior Year Awards that Vested During the Year ($) | Adjustments to Summary Compensation Table Totals ($) | | CEO Frenzel | 2024 | (211,080) | 112,802 | (10,000,015) | 13,963,626 | 2,802,782 | 1,095,457 | 7,763,572 | | Average Non-CEO NEOs | 2024 | (148,606) | 71,581 | (2,362,598) | 3,193,031 | 310,119 | 176,021 | 1,239,548 |

  99. Pay Versus Performance

    (3)The non-CEO NEOs were as follows: 2024: Brian Van Abel, Tim O'Connor, Amanda Rome and Rob Berntsen 2023: Brian Van Abel, Brett Carter, Tim O'Connor, Amanda Rome and Patricia Correa 2022: Brian Van Abel, Brett Carter, Tim O'Connor and Amanda Rome 2021: Brian Van Abel, Brett Carter, Tim O'Connor and Amanda Rome 2020: Brian Van Abel, Robert Frenzel, Brett Carter, Tim O'Connor, Amanda Rome and Kent Larson (4)Total shareholder return is calculated based on a fixed investment of one hundred dollars measured from the market close on December 31, 2019 (the last trading day of fiscal 2019) through and including the end of each year reported in the table. (5)The EEI Investor-Owned Electrics Index ("EEI Electrics Index") (market capitalization-weighted) is a broad measure of industry performance, and which is the industry index used to show our performance in our Form 10-K. (6)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 2024 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 2024 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 (as well as our most important non-financial measures) used to link CAP and Company performance for fiscal year 2024 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 | •Inclusion Index •Relative Total Shareholder Return •Ongoing Earnings Per Share | |

  101. Pay Versus Performance

    | PROXY STATEMENT 2025 | 55 |

  102. Pay Versus Performance

    The following charts have been included to show the relationship, if any, between our CEO's CAP and other (average) NEO's CAP and (i) Company TSR and peer group TSR, (ii) the Company's net income and (iii) the Company's ongoing EPS.

  103. Securities Authorized for Issuance under Equity Compensation Plans

    | DIRECTOR COMPENSATION |

  104. Director Compensation Table

    Director Compensation Table The compensation each non-employee director received in 2024, including deferred amounts, is shown in the table below.

  105. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(1)(2) | Total ($) | | Megan Burkhart | — | 332,000 | 332,000 | | Lynn Casey | — | 320,000 | 320,000 | | Netha Johnson | 125,000 | 170,000 | 295,000 | | Patricia Kampling | 67,500 | 251,000 | 318,500 | | George Kehl | 160,000 | 170,000 | 330,000 | | Richard O'Brien | — | 344,000 | 344,000 | | Charles Pardee | — | 356,000 | 356,000 | | Christopher Policinski | — | 350,000 | 350,000 | | James Prokopanko | 135,000 | 170,000 | 305,000 | | Devin Stockfish(3) | — | — | — | | Tim Welsh | — | 332,000 | 332,000 | | Kim Williams | 160,000 | 170,000 | 330,000 | | Daniel Yohannes | 125,000 | 170,000 | 295,000 |

  106. Director Compensation Table

    (1)In 2024, the following directors elected to defer cash compensation into stock equivalent units as follows:

  107. Director Compensation Table

    | Name | Cash ($) | Stock Equivalent Units (#) | | Megan Burkhart | 135,000 | 2,732 | | Lynn Casey | 125,000 | 2,530 | | Patricia Kampling | 67,500 | 1,366 | | Richard O'Brien | 145,000 | 2,935 | | Charles Pardee | 155,000 | 3,137 | | Christopher Policinski | 150,000 | 3,036 | | Tim Welsh | 135,000 | 2,732 |

  108. 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 2024 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 may receive additional stock equivalent units 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 change in control or 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, 2024, the number of stock equivalent units held in the name of each current non-employee director was as follows:

  109. Director Compensation Table

    | Name | Stock Equivalent Units (#) | Name | Stock Equivalent Units (#) | Name | Stock Equivalent Units (#) | | Megan Burkhart | 14,659 | Richard O'Brien | 84,856 | Tim Welsh | 9,163 | | Lynn Casey | 33,884 | Charles Pardee | 12,771 | Kim Williams | 100,497 | | Netha Johnson | 13,416 | Christopher Policinski | 136,274 | Daniel Yohannes | 14,217 | | Patricia Kampling | 7,946 | James Prokopanko | 33,894 | | | | George Kehl | 13,416 | Devin Stockfish | — | | |

  110. Director Compensation Table

    For information on holdings of common stock and stock equivalent units as of March 24, 2025, see the Ownership of Securities table on page 63. (3) Mr. Stockfish joined the Board of Directors on January 23, 2025.

  111. Directors and Officers

    Directors and Officers The table below provides the beneficial ownership of our common stock as of March 24, 2025 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 24, 2025, there were 576,010,585 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 24, 2025. The directors and executive officers as a group beneficially owned less than 1% of our common stock on March 24, 2025. None of the shares owned by our directors or executive officers are subject to any type of pledge.

  112. Directors and Officers

    | Name of Beneficial Owner | Principal Position | Common Stock | Restricted Stock | Total Shares Beneficially Owned | Stock Equivalents(1) | | Megan Burkhart | Director | — | — | — | 14,779 | | Lynn Casey | Director | 1,143 | — | 1,143 | 34,162 | | Netha Johnson | Director | 531 | — | 531 | 13,526 | | Patricia Kampling | Director | 9,410 | — | 9,410 | 8,011 | | George Kehl | Director | 593 | — | 593 | 13,526 | | Richard O'Brien | Director | 11,366 | — | 11,366 | 85,553 | | Charles Pardee | Director | 12,050 | — | 12,050 | 12,876 | | Christopher Policinski | Director | 2,000 | — | 2,000 | 137,393 | | James Prokopanko | Director | 1,000 | — | 1,000 | 34,172 | | Devin Stockfish | Director | 2,170 | — | 2,170 | 837 | | Tim Welsh | Director | — | — | — | 9,238 | | Kim Williams | Director | 11,876 | — | 11,876 | 101,322 | | Daniel Yohannes | Director | 10,098 | — | 10,098 | 14,333 | | Bob Frenzel | Chairman, President and Chief Executive Officer | 347,331 | — | 347,331 | — | | Brian Van Abel | Executive Vice President, Chief Financial Officer | 63,723 | — | 63,723 | — | | Amanda Rome | Executive Vice President, Group President, Utilities and Chief Customer Officer | 35,333 | — | 35,333 | — | | Tim O'Connor | Executive Vice President, Chief Operations Officer | 20,857 | — | 20,857 | 42,016 | | Rob Berntsen | Executive Vice President, Chief Legal and Compliance Officer | 6,283 | — | 6,283 | — | | Directors and Current Executive Officers as a group (19 persons) | | 541,764 | — | 541,764 | 521,744 |

  113. Directors and Officers

    (1)Stock equivalents represent (i) stock equivalent units held under the directors' Stock Program as of March 24, 2025 and (ii) the share equivalents of our common stock held by executive officers in the Deferred Compensation Plan as of March 24, 2025. For information on the director stock equivalent units granted during 2024 and holdings at December 31, 2024, see page 59. 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 24, 2025. 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.

  114. Directors and Officers

    | PROXY STATEMENT 2025 | 63 |

  115. Directors and Officers

    Ownership of Securities