DEF 14A of XPLR Infrastructure, LP
Filed Mar 5, 20250001104659-25-020930
What is the 5% of outstanding units voting limitation in the election of directors?
What is the 5% of outstanding units voting limitation in the election of directors? The 5% of outstanding units voting limitation will only apply to the election of directors. A unitholder or any related group, including NextEra Energy, Inc. (“NextEra Energy”) and its affiliates (the “NextEra Energy Group”), that owns more than 5% of the outstanding units as of the record date cannot vote more than 5% of the total outstanding units in the election of directors at the annual meeting (the “5% of Outstanding Units Director Voting Limitation”). The following example of the 5% of Outstanding Units Director Voting Limitation, which assumes 1,000 total units are outstanding as of the record date, is included for illustrative purposes only and does not represent actual ownership of units or votes at the annual meeting:
How does the 10% of votes cast cutback apply to the election of directors?
How does the 10% of votes cast cutback apply to the election of directors? In the election of directors, no unitholder may cast votes greater than 9.99% of votes actually cast. A unitholder or any related group, including the NextEra Energy Group, casting votes equal to or greater than 10% of actual votes cast will be subject to a 10% of votes cast cutback so that such unitholder(s) cannot cast votes equal to more than 9.99% of the units actually cast in the election of directors at the annual meeting (the “10% of Votes Cast Director Election Cutback”). The units cast in excess of 9.99% will be allocated and voted proportionally with all other votes cast, which will result in the total number of votes counted as being cast by the cutback unitholder to be 9.99% or less of votes cast. The following example of the 10% of Votes Cast Director Election Cutback, which assumes 1,000 total units are outstanding as of the record date, is included for illustrative purposes only and does not represent actual ownership of units or votes at the annual meeting:
Proposal 1: Election of the four nominees specified in this proxy statement as directors
Proposal 1: Election of the four nominees specified in this proxy statement as directors The Board is currently composed of seven members. In accordance with our Sixth Amended and Restated Agreement of Limited Partnership (“Partnership Agreement”), four of the seven directors will be elected by unitholders at the annual meeting. The other three directors are appointed by our general partner, XPLR Infrastructure Partners GP, Inc. (the “general partner”), in its sole discretion. The current directors are John W. Ketchum (Chairman), Susan D. Austin, Brian W. Bolster, Robert J. Byrne, Mark E. Hickson, Peter H. Kind and Rebecca J. Kujawa. Upon the recommendation of the chief executive officer, the Board has nominated the four directors listed below for election as directors at the 2025 annual meeting (“Elected Directors”). Unless you specify otherwise in your voting instructions, your proxy will be voted FOR each of the Elected Directors. If any Elected Director becomes unavailable for election, which is not currently anticipated, proxies instructing a vote for that Elected Director may be voted for a substitute nominee selected by the Board. The Board believes that the Board membership at its current size is appropriate because such a Board size facilitates substantive discussions among Board members, provides for sufficient staffing of Board committees and allows for contributions by directors having a broad range of skills, expertise, industry knowledge and diversity of opinion. Elected Directors serve until the next annual meeting of unitholders or until their respective successors are qualified and elected. Director Qualifications. The Company’s Corporate Governance Principles & Guidelines, a copy of which is available on the Company’s website at http://www.investor.xplrinfrastructure.com, identifies Board membership qualifications, including experience, skills and attributes that are considered by the Board in recommending nominees for Board membership. The Board views itself as a cohesive whole consisting of members who together serve the interests of the Company and its unitholders. Qualifications, attributes and other factors considered by the Board in recommending director nominees include, but are not limited to, the following: • integrity, competence, insight, creativity and dedication, together with the ability to work with colleagues while challenging one another to achieve superior performance; • attainment of a prominent position in their field of endeavor; • broad business experience; • the ability to exercise sound business judgment; • the ability to draw on experience relative to significant issues facing the Board and the Company; • experience in the Company’s industry or in another industry or endeavor with practical application to the needs of the Company and the Board; • sufficient time for preparation and participation in Board and committee meetings (including by limiting service on public company boards to no more than three additional boards); • possession of attributes deemed appropriate given the then-current needs of the Board; • contribution to the achievement of a mix of directors who represent a diversity of background and experience, including age, gender, race, ethnicity and specialized experience; • independence as described in applicable listing standards, legislation and regulations and the Company’s Corporate Governance Principles & Guidelines; and • whether the individual would be considered an “audit committee financial expert” or “financially literate” as described in applicable listing standards or regulations. Information about each director appointed by our general partner and each director nominee is presented below and includes specific experience, qualifications, attributes and skills that led the general partner and Board to the conclusion that he or she should serve as a director. Overall, the directors appointed by our general partner and the Elected Directors represent a diverse mix of qualifications deemed beneficial to the formation of a cohesive and effective Board.
Director Nominees
Director Nominees The following Elected Directors currently serve as directors of the Board and have been nominated by the Board for election at the 2025 annual meeting. If elected, each Elected Director will serve until the next annual meeting of unitholders or until a successor Elected Director has been qualified and elected.
Susan D. Austin
Susan D. Austin
Biography
Biography Ms. Austin, 57, has served as a member of the XPLR Board since its establishment in August 2017. Ms. Austin has served as the chief financial officer of Grace Church School, a co-educational independent school in downtown Manhattan, New York City, since September 2019. She added the title of chief operating officer in July 2023. Prior to joining Grace Church School, Ms. Austin served as a senior managing director with Brock Capital LLC, an investment banking firm focusing on strategic and corporate advisory services, since October 2014. In addition, she served as vice chairman of Sheridan Broadcasting Corporation (“SBC”), a radio broadcasting company, until July 2017, where she served in various leadership capacities since joining the company in 2002 as vice president of strategic planning and treasurer. In 2004, Ms. Austin became president of the Sheridan Gospel Network and, in 2007, was named senior vice president and chief financial officer of SBC. She was promoted to vice chairman of SBC in July 2013. Prior to joining SBC, Ms. Austin spent 10 years in investment banking, specializing in telecommunications and media finance. Ms. Austin serves as an independent trustee or director of certain Prudential Insurance mutual funds (since 2011). She previously served on the board of our general partner from February 2015 until August 2017.
Qualifications
Qualifications Ms. Austin’s qualifications to serve as a director include her expertise in strategic planning, treasury operations, finance and capital markets transactions through her current and prior positions. Ms. Austin has a Bachelor of Arts degree in mathematics from Harvard College and an MBA from Stanford University Graduate School of Business.
Robert J. Byrne
Robert J. Byrne
Biography
Biography Mr. Byrne, 63, has served as a member of the XPLR Board since December 2018. He served as a director of Masonite International Corporation (“Masonite”) (NYSE: DOOR), one of the largest manufacturers of doors in the world, beginning in June 2009 and as chairman of the board from July 2010 until May 2024 when Masonite was acquired by Owens Corning (NYSE:OC). Since January 2019, Mr. Byrne has served as executive chairman of Source2, Inc., a privately held company specializing in providing recruiting assistance to middle market companies with high volume hiring needs. Since September 2024, Mr. Byrne has served as a director on the board of Total PowerGen Solutions, a private equity-owned company headquartered in Toronto, Canada that specializes in the service, sale and rental of emergency power systems. Previously, Mr. Byrne was the founder and served as president of Power Pro-Tech Services, Inc., which specialized in the installation, maintenance and repair of emergency power and solar photovoltaic power systems, from its founding in 2012 until it was sold in 2017 to PowerSecure. From 1999 to 2001, Mr. Byrne was executive vice president and chief financial officer of EPIK Communications, a start-up telecommunications company which merged with Progress Telecom in 2001 and was subsequently acquired by Level3 Communications. Having begun his career in investment banking, Mr. Byrne served as partner at Advent International, a global private equity firm, from 1997 to 1999 and immediately prior to that, from 1993 to 1997, served as a director of Orion Capital Partners. Mr. Byrne previously served as an independent director of the board of our general partner from July 2014 through April 2017. Mr. Byrne’s qualifications to serve as a director include his expertise in the founding and managing of businesses in the electric power and telecommunications industries as well as his experience as the chairman of Masonite and as a former member of Masonite’s audit committee. Mr. Byrne has a bachelor’s degree, summa cum laude, from the Wharton School at the University of Pennsylvania and an MBA from Harvard Business School.
Consideration of Director Nominees
Consideration of Director Nominees
Proxy Access Unitholder Nominees
Proxy Access Unitholder Nominees Pursuant to the Partnership Agreement, a holder (or a group of up to 20 unitholders) owning units representing at least 10% of the voting power, including common units and special voting units, of the Company continuously for the relevant holding period may nominate and include in the Company’s proxy statement up to two directors (“Proxy Access Directors”). No more than four Proxy Access Directors are permitted to be included each year in the Company’s proxy materials. Unless a shorter holding period is specified by the Board, the holding period for the 2026 annual meeting is three years. Notice of Proxy Access Director nominees for the 2026 annual meeting of unitholders should be addressed to the Corporate Secretary, XPLR Infrastructure, LP, P.O. Box 14000, 700 Universe Boulevard, Juno Beach, Florida 33408-0420 and must be received no earlier than November 5, 2025 and no later than the close of business on December 5, 2025. In the event that the 2026 annual meeting is more than 30 days earlier or more than 60 days later than the anniversary date of the 2025 annual meeting, the notice of Proxy Access Director nominees must be received on the later of the close of business on the 120th day prior to the date of the 2026 annual meeting or the 10th day following the Company’s first public announcement of the date of the 2026 annual meeting. The proxy access mechanism is the exclusive means through which a common unitholder may nominate a candidate for election to the Board. The complete proxy access requirements are set forth in the Partnership Agreement, a copy of which is available at www.xplrinfrastructure.com. In addition to satisfying the foregoing requirements under the Partnership Agreement, to comply with the universal proxy rules under Rule 14a-19 of the Exchange Act, unitholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19(b) under the Exchange Act no later than February 21, 2026.
Director Qualifications
Director Qualifications In addition to the qualifications for directors set forth under Proposal 1, no person will be considered for Board membership who is an employee or director of a business in significant competition with the Company or of a major or potentially-major customer, supplier, contractor, counselor or consultant of the Company, or an executive officer of a business where a Company director serves on the board of such other business. Generally, no person who has attained the age of 72 years by the date of election is eligible for election as a director. However, the Board may, by unanimous action (excluding the affected director), extend a director’s eligibility for one or two additional years.
Identifying and Evaluating Nominees for Directors
Identifying and Evaluating Nominees for Directors Candidates may come to the attention of the Board through current Board members, professional search firms, unitholders or other persons. Candidates are evaluated at regular or special meetings of the Board and may be considered at any time during the year. The Board considers all nominee recommendations, including those from unitholders, in the same manner when determining candidates for the Board. If any materials are provided by a unitholder in connection with the recommendation of a director candidate, such materials are provided to the Board. In evaluating nominations, the Board seeks to achieve a diverse balance of knowledge, experience and capability. For additional information about the process for nominating and electing directors, see “Proxy Access Unitholder Nominees” and “Director Qualifications” above and as set forth under Proposal 1.
Compensation Discussion & Analysis
Compensation Discussion & Analysis The Company did not pay for any compensation for its executive officers in 2024. All of the executive officers of the Company in 2024 were also employees of the NextEra Energy Group with extensive experience in clean energy leadership. All compensation for the Company’s executive officers for 2024, including the portion that was fixed and variable, was paid by the NextEra Energy Group as part of NextEra Energy’s 2024 executive compensation program to compensate these officers for the performance of their duties as employees of the NextEra Energy Group, which included managing the Company. NextEra Energy does not allocate this compensation between services for the Company and services for the NextEra Energy Group. Affiliates of NextEra Energy provide the Company with various general and administrative services, such as technical, commercial, regulatory, financial, accounting, treasury, tax and legal staffing, and related support services, pursuant to a Management Services Agreement, for which the Company pays a management services fee. While no portion of the management services fee for 2024 was allocated to executive officer compensation, the services of the individuals serving as the Company’s executive officers were furnished by the NextEra Energy Group pursuant to the Management Services Agreement. The NEOs for the year ended December 31, 2024 were John W. Ketchum (who served as chief executive officer from March 2022 to January 27, 2025), Brian W. Bolster (who served as chief financial officer from May 2024 to January 27, 2025) and Terrell Kirk Crews II (who served as chief financial officer from March 2022 to May 6, 2024). The 2025 NextEra Energy proxy statement, expected to be filed in late March or early April 2025, will include disclosure of the compensation these officers received from NextEra Energy for the performance of their duties as employees of the NextEra Energy Group, including managing the Company. In February 2024, as part of NextEra Energy’s Compensation Committee’s setting of 2024 long-term performance-based incentive compensation for NextEra Energy’s executive officers, the Compensation Committee expressed its preference that a portion of the long-term performance-based incentive compensation to be awarded to executive officers who also are officers of the Company be granted in the form of performance-based restricted common units of the Company (“XPLR Awards”). In February 2024, the Board approved grants of XPLR Awards to those executive officers of NextEra Energy who also are officers of the Company, as well as to other officers and employees of NextEra Energy or its affiliates who are responsible for significant Company activities. The XPLR Awards received by executive officers did not increase the executive officers’ overall NextEra Energy incentive compensation opportunity, but instead replaced on a dollar-for-dollar basis approximately 7% of the aggregate grant date value of the portion of their long-term performance-based awards in 2024 that otherwise would have been issued in the form of performance-based restricted stock of NextEra Energy. The performance objective for the XPLR Awards is adjusted EBITDA of $900 million. Therefore, the XPLR Awards granted in 2024, which would otherwise vest ratably in 2025, 2026 and 2027, will not vest unless and until the Board certifies in each of 2025, 2026 and 2027 that the Company’s adjusted EBITDA equals or exceeds $900 million. The XPLR Awards were made pursuant to the NextEra Energy Partners, LP 2014 Long Term Incentive Plan (“2014 Long Term Incentive Plan”). The Company is reimbursed by NextEra Energy for the grant date fair value of all XPLR Awards granted to employees and officers of the NextEra Energy Group. The XPLR Awards are considered compensation by NextEra Energy, not the Company. The Company does not incur any expense as a result of these awards.
2024 Non-Employee Director Compensation
2024 Non-Employee Director Compensation
2024 Non-Employee Director Compensation
| Name (a) | Fees Earned or Paid in Cash ($) (b) | Unit Awards(1) ($) (c) | Option Awards ($) (d) | Non-Equity Incentive Plan Compensation ($) (e) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f) | All Other Compensation ($) (g) | Total ($) (h) | | Susan D. Austin | $90,000 | $150,077 | - | - | - | - | $240,077 | | Robert J. Byrne | 105,000 | 150,077 | - | - | - | - | 255,077 | | Peter H. Kind | 105,000 | 150,077 | - | - | - | - | 255,077 |
2024 Non-Employee Director Compensation
(1) Non-employee directors received XPLR common units in an amount determined by dividing $150,000 by the closing price of the common units on the date of grant, rounded up to the nearest ten units. On February 20, 2024, each non-employee director then in office received a grant of 5,290 common units valued at $28.37 per unit. Non-employee director grants for 2024 were made under the 2014 Long Term Incentive Plan. Distributions, if any, are paid on the units in cash.
Additional Information About Director Compensation
Additional Information About Director Compensation The table above includes compensation information for the non-employee directors of XPLR for 2024. Directors of XPLR who are salaried employees of the NextEra Energy Group do not receive any additional compensation for serving as a director or committee member. For 2025, non-employee directors received an annual cash retainer of $90,000 plus a retainer in an amount of XPLR common units under the XPLR Infrastructure, LP 2024 Long Term Incentive Plan (“2024 Long Term Incentive Plan”), determined by dividing $150,000 by the closing price of XPLR common units on the grant date, rounded up to the nearest ten units. The annual common unit retainers for 2025 were paid on February 18, 2025, at which time the non-employee directors of XPLR were each granted 17,630 common units. These units are generally not transferable until the director ceases to be a member of the Board. Non-employee Board committee chairpersons receive an additional annual cash retainer of $15,000. Travel expenses to attend Board or committee meetings or while on Board business are reimbursed.