DEF 14A of Nextera Energy Inc
Filed Apr 1, 2025 · FY20240001104659-25-030590
PROPOSAL 1: ELECTION AS DIRECTORS OF THE NOMINEES SPECIFIED IN THIS PROXY STATEMENT
PROPOSAL 1: ELECTION AS DIRECTORS OF THE NOMINEES SPECIFIED IN THIS PROXY STATEMENT The Board is currently composed of 12 members. Upon the recommendation of the Governance & Nominating Committee, the Board has nominated each of the 12 incumbent members listed below for election as directors at the 2025 annual meeting. Unless you specify otherwise, your proxy will be voted FOR the election of the listed nominees. If any nominee becomes unavailable for election, which is not currently anticipated, proxies instructing a vote for that nominee may be voted for a substitute nominee selected by the Board or, in lieu thereof, the Board may reduce the number of directors by the number of nominees unavailable for election.
PROPOSAL 1: ELECTION AS DIRECTORS OF THE NOMINEES SPECIFIED IN THIS PROXY STATEMENT
| | | | | | | | Nicole S. Arnaboldi | James L. Camaren | Naren K. Gursahaney | Kirk S. Hachigian | Maria G. Henry | John W. Ketchum |
PROPOSAL 1: ELECTION AS DIRECTORS OF THE NOMINEES SPECIFIED IN THIS PROXY STATEMENT
| | | | | | | | Amy B. Lane | Geoffrey S. Martha | David L. Porges | Deborah L. “Dev” Stahlkopf | John A. Stall | Darryl L. Wilson |
PROPOSAL 1: ELECTION AS DIRECTORS OF THE NOMINEES SPECIFIED IN THIS PROXY STATEMENT
The Board believes its current size is appropriate because it 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. Directors serve until the next annual meeting of shareholders or until their respective successors are elected and qualified.
Board refreshment
Board refreshment The Board and the Governance & Nominating Committee engage in a continuous process of considering the mix of skills and experience needed by the Board as a whole to discharge its responsibilities. Six of the director nominees have a tenure of less than five years. In 2024, the Governance & Nominating Committee discussed Board composition, Board refreshment and Board recruiting at every committee meeting. The Company has a director retirement policy. 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, in which event the director will not be eligible for subsequent election as a director if he or she would have attained the age of 73 or 74 by or prior to the date of the election. Amy B. Lane will have reached the normal retirement age of 72 years by the date of the 2025 annual meeting. Upon review of the matter, the Governance & Nominating Committee recommended, and the Board unanimously approved, extending the retirement date for Ms. Lane and nominating her for election at the 2025 annual meeting. In reaching this decision, the Governance & Nominating Committee and the Board considered the high number of director retirements and new members of the Board who have joined in recent years and the need for the Board to retain Ms. Lane, who brings important experience and knowledge about the issues and strategy of the Company. The Governance & Nominating Committee and the Board also considered the extensive financial, leadership and strategy skills of Ms. Lane, among other skills and attributes. Furthermore, Ms. Lane has served the Company and the Board extremely well in the role of Lead Director and in other leadership roles on the Board.
Identifying and evaluating nominees for directors
Identifying and evaluating nominees for directors The Governance & Nominating Committee uses a variety of methods for identifying and evaluating nominees for director. The Governance & Nominating Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. Candidates may come to the attention of the Governance & Nominating Committee through current Board members, professional search firms, shareholders or other persons. Candidates are evaluated at regular or special meetings of the Governance & Nominating Committee and may be considered at any time during the year. When considering candidates for the Board, the Governance & Nominating Committee considers all nominee recommendations, including those from shareholders, in the same manner. If any materials are provided by a shareholder in connection with the nomination of a director candidate, the materials are provided to the Governance & Nominating Committee. The Governance & Nominating Committee also reviews materials provided by professional search firms or other parties. NextEra Energy’s Corporate Governance Principles & Guidelines (the “Governance Guidelines”) provide that, in identifying nominees for director, the Company seeks to achieve a mix of directors representing a diversity of skills, experience, background and capability. In the Board’s annual self-evaluation, it reviews the criteria for skills, experience and background reflected in the Board’s membership and also reviews the Board’s process for identification, consideration, recruitment and nomination of prospective Board members. Geoffrey S. Martha is a nominee for election to the Board this year who currently serves on the Board and previously has not been elected by the Company’s shareholders. Mr. Martha was identified by the recruiting efforts of management and the Governance & Nominating Committee members. Mr. Martha was interviewed by each of the members of the Governance & Nominating Committee and by Mr. Ketchum. The Governance & Nominating Committee evaluated Mr. Martha’s qualifications, experience and background based on the criteria outlined in the Governance Guidelines. The Governance & Nominating Committee took special note that, as the current CEO of a global healthcare technology company, Mr. Martha would bring valuable expertise in finance and business, along with leadership and specialized expertise in capital markets, global business, technology and manufacturing. Following evaluation by the Governance & Nominating Committee, Mr. Martha was interviewed by the other members of the Board and was appointed to the Board in July 2024.
Director resignation policy
Director resignation policy Under the NextEra Energy, Inc. Amended and Restated Bylaws (the “Bylaws”), in an uncontested election, directors are elected by a majority of the votes cast. The Board has adopted a Policy on Failure of Nominee Director(s) to Receive a Majority Vote in an Uncontested Election (“Director Resignation Policy”), the effect of which is to require that, in any uncontested director election, any incumbent director who is not elected by the required vote must offer to resign and the Board will determine whether or not to accept the resignation within 90 days of the certification of the shareholder vote. The Company will report the action taken by the Board under the Director Resignation Policy in a publicly available forum or document. The Bylaws provide that, in a contested election, director nominees are elected by a plurality of the votes cast.
Director qualifications
Director qualifications The Governance Guidelines and the Governance & Nominating Committee Charter identify Board membership qualifications, including experience, skills and attributes, that are considered by the Governance & Nominating Committee in recommending non-employee nominees for Board membership. In addition to the membership qualifications identified in the Governance Guidelines, 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 employee-director serves on the board of such other business. The chart below provides a summary of the collective competencies of the current Board and explains why these are important:
Director qualifications
| DIRECTOR QUALIFICATIONS | COMPETENCIES AND RELEVANCE TO NEXTERA ENERGY | | BOARD COMPOSITION | | Individuals who have served as a public company CEO | | PUBLIC COMPANY CEO EXPERIENCE Experience serving as a CEO provides unique perspectives to help the Board independently oversee NextEra Energy’s CEO and management. Having this experience also increases the Board’s understanding and appreciation of the many facets of running a public company, including strategic planning, financial reporting, compliance and risk oversight. | | | Demonstrated expertise in managing large, relatively complex organizations, such as leadership roles of a significant company or organization | | STRATEGY EXPERTISE Our Company operates in a quickly changing industry with new developing technologies. Having experience in developing and implementing strategic plans helps enable the Board to oversee and pivot in rapidly changing environments. | | | | | OPERATIONS MANAGEMENT AND LEADERSHIP Our Company has a strong focus on cost and customer value, as well as innovation. Having experience with operations assists the Board in understanding the issues that the Company faces in achieving its industry-leading operating and maintenance (“O&M”) initiatives and reducing costs. | | | | | MERGERS & ACQUISITIONS EXPERIENCE Our Company from time to time acquires and disposes of businesses and assets. An understanding of mergers & acquisitions helps the Board evaluate any future transactions and any associated opportunities and risks. | | | Experience leading a utility, energy company or other highly regulated organization, such as CEO or other leadership position | | UTILITY/REGULATED INDUSTRY LEADERSHIP As a company in a highly regulated industry, experience in the utility industry or another regulated industry assists the Board in understanding the regulatory issues that the Company faces. | | | | | ENERGY INDUSTRY LEADERSHIP It is important that the Board understand the energy industry and the complete energy industry value chain. Energy industry leadership assists the Board in understanding all aspects of the ongoing energy transition. | | | Financial or other risk management expertise | | FINANCIAL Our Company’s business involves complex financial management, capital allocation and reporting issues. An understanding of finance and financial reporting is valuable in order to promote effective capital allocation and robust controls and oversight of accurate financial reporting. | | | | | RISK MANAGEMENT The scale, scope and complexity of our Company’s business raises a variety of interdependent risks. Experience in effectively identifying, prioritizing and managing a broad spectrum of risks can help the Board appreciate, anticipate and oversee the Company in managing the risks that face its various businesses. | |
Director qualifications
| DIRECTOR QUALIFICATIONS | COMPETENCIES AND RELEVANCE TO NEXTERA ENERGY | | BOARD COMPOSITION | | Experience serving in senior customer facing roles or in industries where customer service is strategically important | | MARKETING, SALES AND CUSTOMER SERVICE EXPERIENCE FPL services over six million customer accounts in the state of Florida. NextEra Energy Resources also has a number of customer and consumer facing businesses serving thousands of customers. Experience in marketing, sales and customer service helps the Board oversee FPL’s best-in-class customer value proposition and NextEra Energy Resources’ growing consumer facing businesses. | | | Experience in managing engineering and construction projects | | ENGINEERING AND CONSTRUCTION LEADERSHIP In 2024, the Company invested approximately $25 billion in energy infrastructure and NextEra Energy Resources commissioned approximately 6,000 MW of renewable energy projects. Board experience in engineering and construction leadership assists the Board in its oversight of our large-scale capital investments and on our timely and on-budget capital project execution. | | | Experience with information technology and cybersecurity | | INFORMATION TECHNOLOGY LEADERSHIP Oversight of the protection of customer information and cybersecurity is critical to providing reliable electric service at both FPL and NextEra Energy Resources. Board experience in information technology leadership assists the Board in its oversight of our cybersecurity programs. | | | Experience overseeing or managing environmental practices, with an understanding of policy, risks, regulations and compliance obligations | | ENVIRONMENTAL Our Board, led by our chairman, prioritizes governance of sustainability-related risks and opportunities. During each Board meeting, we review our performance, assess key risks and discuss business objectives. We also have an annual session dedicated to evaluating and validating our overall management strategy. The Board’s oversight of sustainability, which is exercised through the Board’s committees and in particular using a framework led by its Governance & Nominating Committee, includes discussions of physical environmental risks, such as hurricanes, emissions-related government policies, incentives and regulations, emissions-reduction initiatives, renewable energy trends and business plans, and emerging energy technologies, among other matters. | |
Director qualifications
The Board views itself as a cohesive whole consisting of members who together serve the interests of the Company and its shareholders. The Board is comprised of directors with a mix of backgrounds, knowledge and skills that the Board considers relevant and beneficial in fulfilling its oversight role. The chart below provides a summary of each current individual director’s most relevant experience and background:
Director qualifications
| | Arnaboldi | Camaren | Gursahaney | Hachigian | Henry | Ketchum | Lane | Martha | Porges | Stahlkopf | Stall | Wilson | | Experience | | | | | | | | | | | | | | Public Company CEO Experience | | | | | | | | | | | | | | Financial Industry Experience & Leadership | | | | | | | | | | | | | | Strategy Expertise | | | | | | | | | | | | | | Operations Management & Leadership | | | | | | | | | | | | | | International Experience | | | | | | | | | | | | | | Utility / Regulated Industry Leadership | | | | | | | | | | | | | | Political / Legislative Experience | | | | | | | | | | | | | | Energy Industry Leadership | | | | | | | | | | | | | | Engineering & Construction Industry Experience | | | | | | | | | | | | | | Nuclear Operations Leadership | | | | | | | | | | | | | | Risk Management Leadership | | | | | | | | | | | | | | Mergers & Acquisitions Experience | | | | | | | | | | | | | | Information Technology / Cyber Experience | | | | | | | | | | | | | | Investor Relations Management | | | | | | | | | | | | | | Marketing / Sales / Customer Service Experience & Leadership | | | | | | | | | | | | | | New Business Development/Development | | | | | | | | | | | | | | Human Resources Development | | | | | | | | | | | | | | Trading/Derivatives | | | | | | | | | | | | | | Environmental | | | | | | | | | | | | | | Board Composition | | | | | | | | | | | | | | Female | | | | | | | | | | | | | | Male | | | | | | | | | | | | | | Asian/Indian | | | | | | | | | | | | | | Black/African American | | | | | | | | | | | | | | Hispanic/Latino | | | | | | | | | | | | | | White/Caucasian | | | | | | | | | | | | |
Director profile and Board composition
Director profile and Board composition The charts below reflect the composition of the current Board members.
Director nominee biographies
Director nominee biographies
Director nominee biographies
| NICOLE S. ARNABOLDI | Age 66 | Independent director since 2022 | | Board Committees » Audit » Finance & Investment Public Company Boards » Manulife Financial Corporation (since 2020) | Career Highlights Ms. Arnaboldi has been a partner at Oak Hill Capital Management, a private equity firm, since 2021. She was previously the vice chairman of Credit Suisse Asset Management and a managing director of Credit Suisse Securities Corp. from 2000 to 2019. Prior to her roles at Credit Suisse, a global investment bank and financial services firm, Ms. Arnaboldi served as a managing director of its predecessor, Donaldson Lufkin and Jenrette, in the firm’s venture capital group from 1985 to 1992 and then in its private equity group, where she became a managing director in 1996. | Qualifications Ms. Arnaboldi has over 35 years of leadership experience in financial services and private equity, including her service as vice chairman of Credit Suisse Asset Management and as a partner of Oak Hill Capital Management. She has a wealth of finance and business expertise, along with a proven track record as an experienced leader and strategist in investment banking and private equity for more than three decades. Ms. Arnaboldi holds a law degree from Harvard Law School, a Master of Business Administration degree from the Harvard Business School and a Bachelor of Arts degree from Harvard College. |
Director nominee biographies
| JAMES L. CAMAREN | Age 70 | Independent director since 2002 | | Board Committees » Compensation » Finance & Investment | Career Highlights Mr. Camaren is a private investor. Until May 2006, he was chairman and CEO of Utilities, Inc. which was one of the largest investor-owned water utilities in the United States until March 2002 when it was acquired by Nuon, a Dutch company, which subsequently sold Utilities, Inc. in April 2006. He joined Utilities, Inc. in 1987 and served successively as vice president of business development, executive vice president, and vice chairman, becoming chairman and CEO in 1996. | Qualifications Mr. Camaren has 19 years of leadership experience with a large, regulated investor-owned utility. During the years he served as chairman and CEO, the utility had customer growth at a rate that exceeded the industry average and acquired and integrated over 40 utilities. In addition, Mr. Camaren has experience in managing capital expenditures, environmental compliance, regulatory affairs and investor relations. |
Director nominee biographies
| NAREN K. GURSAHANEY | Age 63 | Independent director since 2014 | | Board Committees » Audit (Chair) » Executive » Governance & Nominating | Career Highlights Mr. Gursahaney is retired. He served as the president and CEO, and a member of the board of directors, of The ADT Corporation (“ADT”), a provider of security systems and services, from September 2012 until its acquisition by affiliated funds of Apollo Global Management LLC in May 2016. Prior to ADT’s separation from Tyco International Ltd. (“Tyco”) in September 2012, Mr. Gursahaney served as president of Tyco’s ADT North American Residential business segment and was the president of Tyco Security Solutions, then a provider of electronic security to residential, commercial, industrial and governmental customers and the largest operating segment of Tyco. Mr. Gursahaney joined Tyco in 2003 as senior vice president of operational excellence. He then served as president of Tyco Engineered Products and Services and president of Tyco Flow Control. Prior to joining Tyco, Mr. Gursahaney was president and CEO of GE Medical Systems Asia, where he was responsible for the company’s sales and services business in the Asia-Pacific region. During his 10-year career with GE, Mr. Gursahaney held senior leadership roles in services, marketing and information management. | Qualifications Mr. Gursahaney has extensive operations, strategic planning and leadership experience in global manufacturing and services businesses serving residential, commercial, industrial and governmental customers gained as the CEO of a public company providing security systems and service. He also has extensive global operations, information technology and service experience gained as the president and CEO of the Asia-Pacific division of a medical diagnostic and imaging manufacturer. He has an MBA from the University of Virginia and a Bachelor of Science degree in mechanical engineering from Pennsylvania State University. |
Director nominee biographies
| KIRK S. HACHIGIAN | Age 65 | Independent director since 2013 | | Board Committees » Compensation (Chair) » Executive » Governance & Nominating Public Company Boards » Allegion plc (since 2013: expected retirement in June 2025) » PACCAR, Inc. (since 2008) » L3 Harris Technologies, Inc. (since 2023) | Career Highlights Mr. Hachigian is retired. He served as chairman of the board of JELD-WEN Holding, Inc., a manufacturer of windows and doors, from February 2014 until May 2018. He also served as CEO of JELD-WEN Holding, Inc. from April 2014 until December 2016. He served as chairman, president and CEO of Cooper Industries plc (“Cooper”), a publicly held electrical equipment and tool manufacturer, until Cooper’s acquisition by Eaton Corporation plc in November 2012. He was named chairman of Cooper in 2006, CEO in 2005 and president in 2004. | Qualifications Mr. Hachigian has extensive leadership, operations and strategic planning experience gained through his prior service as the chairman, CEO and president of a global, publicly held manufacturer of electrical equipment and tools. He also has international leadership and operations experience gained through his prior service as the president and CEO of the Asia-Pacific operations of a lighting products manufacturer and in key management positions in Singapore and Mexico. In addition, Mr. Hachigian has financial and risk oversight experience developed through his prior service on the audit committee of another public company and as a prior member of the board of the Houston branch of the Federal Reserve Bank of Dallas. He has an MBA in finance from the Wharton School of Business and a Bachelor of Science degree in engineering from the University of California (Berkeley). |
Director nominee biographies
| MARIA G. HENRY | Age 58 | Independent director since 2023 | | Board Committees » Audit » Finance & Investment Public Company Boards » General Mills, Inc. (since 2016) » NIKE, Inc. (since May 2023) | Career Highlights Ms. Henry was chief financial officer of Kimberly-Clark Corporation, a global manufacturer of a wide range of products using advanced technologies in fibers, nonwovens and absorbency, from April 2015 through April 2022, and served as executive vice president and senior advisor of Kimberly-Clark Corporation from April 2022 until her retirement in September 2022. Prior to Kimberly-Clark, Ms. Henry was executive vice president and chief financial officer of the Hillshire Brands Company, formerly known as Sara Lee Corporation, from 2012 to 2014. She was the chief financial officer of Sara Lee’s North American Retail and Foodservice business from 2011 to 2012. Prior to Sara Lee, Ms. Henry held various senior leadership positions in finance and strategy in three portfolio companies of Clayton, Dubilier & Rice, most recently as executive vice president and chief financial officer of Culligan International. She also held senior finance roles in several technology companies and began her career at General Electric. | Qualifications Ms. Henry has extensive leadership experience in finance and strategy for large global public, private equity controlled, and smaller entrepreneurial companies across consumer, technology, manufacturing and distribution industries. She has had oversight responsibility for finance, treasury, investor relations, strategy, real estate and accounting. She also has experience overseeing information technology and risk, including cyber risk. Ms. Henry currently serves on the boards of directors of NIKE, Inc. and General Mills, Inc. She holds a Bachelor of Science degree in finance from the University of Maryland. |
Director nominee biographies
| JOHN W. KETCHUM | Age 54 | Director since 2022 | | Board Committees » Executive (Chair) » Nuclear Public Company Boards » XPLR Infrastructure, LP (since 2017) | Career Highlights Mr. Ketchum has been president and chief executive officer and a director of NextEra Energy since March 2022 and chairman of the Board since July 2022. He has also served as chairman of NextEra Energy’s subsidiary, Florida Power & Light Company (which has no publicly traded stock), since February 2023. Prior to his succession to the role of chief executive officer, he served as president and chief executive officer of NextEra Energy Resources, the Company’s leading wholesale power generator in the U.S. Mr. Ketchum joined NextEra Energy in 2002 and has a diverse business, finance and legal background with a broad range of experiences across key executive roles and NextEra Energy, NextEra Energy Resources and XPLR. Mr. Ketchum is chairman of the board of XPLR, which is a limited partnership that has an ownership interest in an energy infrastructure portfolio with long-term, stable cash flows (in which the Company owns an underlying 52.5% interest). | Qualifications Mr. Ketchum has a diverse business, finance and legal background with a broad range of experiences gained through his key executive roles at NextEra Energy, NextEra Energy Resources and XPLR. During his 22 years with NextEra Energy, Mr. Ketchum has led the execution of various strategic initiatives across the enterprise and has been instrumental in the expansion of the Company’s renewable generation fleet. While CEO of NextEra Energy Resources, Mr. Ketchum oversaw the largest three-year capital investment program in NextEra Energy Resources’ history, as well its most successful period of new renewables origination, leading to a near doubling of the size of the renewables backlog during this period. In addition, he oversaw a nearly $5 billion, three-year capital recycling program, the largest in NextEra Energy Resources’ history. Mr. Ketchum holds a Master of Laws degree in taxation and a Juris Doctor from the University of Missouri — Kansas City School of Law. Mr. Ketchum holds a Bachelor of Arts degree in economics and finance from the University of Arizona. He also completed the Emerging CFO — Strategic Financial Leadership Program at Stanford University. |
Director nominee biographies
| AMY B. LANE | Age 72 | Independent director since 2015 | | Board Committees » Compensation » Executive » Governance & Nominating (Chair) Public Company Boards » FedEx Corp. (since 2022) » The TJX Companies, Inc. (since 2005) | Career Highlights Ms. Lane retired in 2002 as managing director and group leader of the global Retailing Investment Banking Group of Merrill Lynch & Co., Inc. (“Merrill Lynch”), an investment banking firm. Prior to joining Merrill Lynch in 1997, she was a managing director at Salomon Brothers, Inc. (“Salomon Brothers”), an investment banking firm, where she founded and led the retail industry investment banking unit, having joined Salomon Brothers in 1989. | Qualifications Ms. Lane has 26 years of leadership experience with financial services, capital markets, finance and accounting, capital structure, and acquisitions and divestitures in the financial services industry, as well as extensive experience in management, leadership and strategy. In her role with Merrill Lynch, she led and worked on mergers and acquisitions and equity and debt transactions for a wide range of major retailers. Prior to joining Merrill Lynch, she was a managing director at Salomon Brothers, which she joined in 1989 and where she founded and led the retail industry investment banking unit. Ms. Lane has an MBA from the Wharton School of Business. |
Director nominee biographies
| Geoffrey S. Martha | Age 55 | Independent director since 2024 | | Board Committees » Finance & Investment Public Company Boards » Medtronic plc (since 2020) | Career Highlights Mr. Martha is chairman and chief executive officer of Medtronic plc, a global healthcare technology company (“Medtronic”). He served as Medtronic’s president from 2019-2020. Previously, Mr. Martha served as executive vice president and president of the Restorative Therapies Group, a role he held from 2015 to 2019. He joined Medtronic in 2011 as senior vice president, strategy and business development. Prior to Medtronic, he served as managing director of business development at GE Healthcare from 2007 to 2011; general manager for GE Capital Technology Finance Services from 2003 to 2007; senior vice president of business development for GE Capital Vendor Financial Services from 2002 to 2003; general manager for GE Capital Colonial Pacific Leasing from 2001 to 2002; and vice president of business development for Potomac Federal, the GE Capital federal financing investment bank, from 1998 to 2001. | Qualifications Mr. Martha has extensive leadership experience in the healthcare technology and financial services industries. Mr. Martha has comprehensive experience leading strategic initiatives in commercial finance, business development, portfolio management and mergers and acquisitions. He holds a Bachelor of Science degree in finance from Pennsylvania State University, graduating with highest honors. |
Director nominee biographies
| DAVID L. PORGES | Age 67 | Independent director since 2020 | | Board Committees » Executive » Finance & Investment (Chair) » Governance & Nominating | Career Highlights Mr. Porges is retired. He was a non-employee member of the board of directors of Equitrans Midstream Corporation (“Equitrans”) from November 2018 through December 2019 and was the chairman of the board of Equitrans from November 2018 to July 2019. He joined EQT Corporation (“EQT”) in 1998 as senior vice president and chief financial officer and served as EQT’s CEO from April 2010 to April 2011 and as CEO and chairman from April 2011 to February 2017. From February 2017 to March 2018, Mr. Porges served as EQT’s executive chairman and as chairman and interim CEO from March 2018 to November 2018. | Qualifications Mr. Porges has more than 20 years of leadership, finance, operations and mergers and acquisitions experience gained through his prior service as CEO and chairman of a publicly held energy industry company, as well as his prior service as the chief financial officer of that energy company. Mr. Porges also has experience with capital markets, finance and mergers and acquisitions gained through his prior service with an investment bank concentrating on the energy industry. Mr. Porges has an MBA from Stanford University. |
Director nominee biographies
| DEBORAH L. “DEV” STAHLKOPF | Age 55 | Independent director since 2023 | | Board Committees » Audit » Compensation | Career Highlights Ms. Stahlkopf joined Cisco Systems, Inc. (“Cisco”), a global technology company, in August 2021 as executive vice president and chief legal officer. Prior to joining Cisco, she held several senior roles at Microsoft Corporation (“Microsoft”) over the course of 14 years, including corporate vice president, general counsel and corporate secretary, corporate, external and legal affairs from April 2018 to July 2021, vice president and deputy general counsel from December 2015 to April 2018 and associate general counsel from December 2010 to December 2015. Prior to joining Microsoft, she practiced law in the Seattle area at Perkins Coie, specializing in employment and labor law and at Cooley Godward, LLP, focusing on corporate and technology transactions. | Qualifications Ms. Stahlkopf has extensive experience in legal strategy, including key issues including intellectual property, privacy and security, internet governance, cross-border data issues, geopolitical matters, and public policy priorities. She also has extensive experience in labor and employment law. She received her law degree from the University of Arizona, a Master of Arts degree in Philosophy from Duke University and a Bachelor of Arts degree in English and philosophy from the University of Washington. |
Director nominee biographies
| JOHN A. STALL | Age 70 | Independent director since 2022 | | Board Committees » Finance & Investment » Nuclear (Chair) | Career Highlights Mr. Stall retired from NextEra Energy in 2010, where he served in numerous nuclear leadership roles. He served as president of NextEra Energy’s nuclear division from 2009 to 2010, as senior vice president and chief nuclear officer from 2001 to 2009, as vice president, nuclear engineering from 2000 to 2001 and vice president of NextEra Energy’s St. Lucie nuclear generating station from 1996 to 2000. He also served in leadership roles at Dominion Energy, Inc.’s North Anna nuclear generating station from 1977 until 1996. | Qualifications Mr. Stall has substantial nuclear expertise, operations and engineering experience and leadership experience. He has over 40 years of experience in nuclear generation through his career at both Dominion Energy, Inc. and NextEra Energy. He previously held a senior reactor operator license issued by the Nuclear Regulatory Commission and is a previously licensed professional engineer in the Commonwealth of Virginia. He served as the chair of an independent nuclear safety advisory committee for a publicly-traded electric utility that operates multiple nuclear generating units. He served as a member of the Institute of Nuclear Power Operations National Academy of Nuclear Training Accrediting Board from 2008 to 2019. Mr. Stall graduated from the University of Florida and holds a Bachelor of Science degree in nuclear engineering. He received his MBA from Virginia Commonwealth University. |
Director nominee biographies
| DARRYL L. WILSON | Age 61 | Independent director since 2018 | | Board Committees » Audit » Compensation Public Company Boards » Eaton Corporation plc (since 2021) » Primerica, Inc. (since 2024) » Solventum Corp. (since 2024) | Career Highlights Mr. Wilson was vice president, commercial of GE Power, a business of GE, from June 2017 until his retirement in December 2017. From January 2016 to June 2017, he was vice president & chief commercial officer of GE Energy Connections and, from January 2013 to January 2016, he was vice president & chief commercial officer of GE Distributed Power. From July 2008 to January 2013, he was president & CEO of GE Aeroderivative Products. Prior roles also include president & CEO of GE Consumer Products, Europe Middle-east, Africa and India, based in Budapest, Hungary and London, England. He also served as president & CEO of GE Consumer and Industrial, Asia-Pacific and India based in Shanghai, China. Additionally, Mr. Wilson spent 6 years in progressive executive leader roles with British Petroleum — North America in business operations and regional fuel and lubricant distribution management positions. | Qualifications Mr. Wilson has extensive leadership and international experience in business operations, commercial management, global manufacturing, mergers and acquisitions and services as a result of his senior leadership roles for a global manufacturer and service provider of power generation, power electronics, distribution, motors, power management, appliances and lighting products. Mr. Wilson has finance and financial markets experience as former chairman of the board of directors, Houston Branch — Dallas Federal Reserve Bank and serving on the audit and investment committees on other public and non-profit boards. Mr. Wilson received an MBA in Marketing from Indiana University and a Bachelor of Arts degree in business administration from Baldwin Wallace College. |
Director nominee biographies
Unless you specify otherwise in your voting instructions, your proxy will be voted FOR election of each of the nominees.
Director nominee biographies
| | The Board unanimously recommends a vote FOR the election of all nominees. |
CONSIDERATION OF DIRECTOR NOMINEES
CONSIDERATION OF DIRECTOR NOMINEES
CD&A CONTENTS
| 36 | EXECUTIVE SUMMARY | | 42 | Design of Our Executive Compensation Program | | 44 | How We Make Compensation Decisions | | 45 | Market comparisons/peer group | | 47 | 2024 Named Executive Officer Compensation | | 47 | 2024 base salary | | 48 | 2024 annual performance-based compensation | | 56 | 2024 long-term performance-based equity compensation | | 60 | OTHER PRACTICES AND POLICIES RELATED TO COMPENSATION | | 60 | Stock ownership and retention policies | | 61 | Clawback provisions | | 61 | Anti-hedging policy | | 61 | Anti-pledging policy | | 61 | Risk oversight | | 62 | Additional 2024 compensation elements |
CD&A CONTENTS
| 62 | POST-EMPLOYMENT COMPENSATION | | 63 | Severance plan | | 63 | Change in control | | 63 | Retirement programs | | 64 | TAX CONSIDERATIONS | | 65 | COMPENSATION TABLES | | 65 | 2024 summary compensation table | | 67 | 2024 grants of plan-based awards | | 69 | 2024 outstanding equity awards at fiscal year end | | 72 | 2024 option exercises and stock vested | | 73 | Pension benefits | | 74 | Non-qualified deferred compensation | | 75 | Potential payments under retention agreements | | 79 | Potential payments under the Severance Plan | | 80 | Potential payments under Equity Award Agreements | | 81 | PAY VERSUS PERFORMANCE | | 84 | DIRECTOR COMPENSATION |
Delivering long-term value to shareholders
Delivering long-term value to shareholders NextEra Energy has delivered superior company performance over multi-year cycles, driven in large part by an enduring executive compensation program that aligns with the Company’s strong pay for performance philosophy. Our program incentivizes our executives through the application of both annual and multi-year operational and financial performance measures, as well as through the application of a multi-year relative TSR performance measure. The structure is intended to drive consistent performance over the long-term in an industry such as ours, where large capital investment decisions for infrastructure projects which, if developed well over a generally long development cycle and subsequently operated well year-in and year-out, should provide positive, strong returns over extended periods. The structure also acknowledges the historically longer-term economic cycles inherent in the power industry and the sporadic volatility that the power industry experiences from time-to-time.
Delivering long-term value to shareholders
| NEXTERA ENERGY VS. INDICES | 1-YEAR TSR | 3-YEAR TSR | 5-YEAR TSR | 7-YEAR TSR | 10-YEAR TSR | | NextEra Energy | 21.5% | (17.0)% | 33.2% | 117.2% | 248.3% | | S&P 500 Utilities Index | 23.4% | 16.5% | 37.7% | 81.2% | 124.7% | | S&P 500 Index | 25.0% | 29.3% | 97.0% | 147.7% | 242.5% |
Delivering long-term value to shareholders
Although neither the S&P 500 Index nor the S&P 500 Utilities Index are peer groups for the purposes of executive compensation, our Company’s performance relative to those indices demonstrates that our executive compensation program is incentivizing management to make decisions that deliver long-term value to shareholders relative to some of the highest-performing companies in the world. Our TSR over the 7-year period was mixed compared to the selected indices, and the 10-year time frame continues to compare favorably to the selected indices, while our 1-, 3- and 5-year TSR results trailed these indices, despite strong performance on ROE and EPS growth.
2024 Annual Incentive
2024 Annual Incentive Annual incentive performance is based 50% on financial metrics (Adjusted ROE and Adjusted EPS Growth) as measured against a rigorous performance grid relative to peers as shown on page 49, and 50% based on operational performance metrics primarily established based on industry benchmarks and Company performance. For 2024, NEE performed within the top tricile of both annual incentive financial metrics and performed above-target on most operational metrics. This very strong performance across our business resulted in an above-target annual incentive payout of 181%.
2024 Annual Incentive
| | Metric | Result | Payout Factor | | Financial | Adjusted ROE | 14.7% | 2.00 | | | Adjusted EPS Growth | 8.2% | | | Operational | Metrics for FPL and NEER that focus on safety, customer value, reliability, operational excellence, and growth | FPL: 1.65 (50% weighting) NEER: 1.59 (50% weighting) | 1.62 | | | | Total annual incentive as percent of target | 181% |
Long-Term Incentive Payout for 2022-2024 Performance-Share Award Cycle
Long-Term Incentive Payout for 2022-2024 Performance-Share Award Cycle Performance for the 2022-2024 Performance Share Awards (“PSAs”) was measured 80% against a 3-year Adjusted ROE and Adjusted EPS Growth financial matrix, with the remainder evaluated against four key operational measures. Performance is 20 percentage points higher or lower on the basis of 3-year relative TSR performance. The Company performed in the top tricile on each of the financial performance metrics and outperformed across operational metrics, resulting in a potential payout of 198%. However, the Company performed at the 25th percentile on relative TSR, resulting in a downward TSR modifier of -20%, resulting in a payout factor of 80%. This led to an overall payout on the PSAs of 158%.
Long-Term Incentive Payout for 2022-2024 Performance-Share Award Cycle
| | Metric | Payout Factor | | Financial (80%) | 3-year Adjusted ROE and Adjusted EPS Growth | 2.00 | | Operational (20%) | Four measures focused on safety, nuclear industry performance, outage rate, and service reliability | 1.90 | | TSR Modifier (+/- 20%) | Relative 3-year TSR against top ten power companies by market capitalization1 | 80% | | | Total 2022-2024 Performance Share Award Payout | 158% |
Long-Term Incentive Payout for 2022-2024 Performance-Share Award Cycle
1 Market capitalization is as of December 31, 2024; rankings are sourced from FactSet Research Systems Inc. 2 This measure is not a financial measure calculated in accordance with GAAP. See Appendix A to this proxy statement for a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure. Adjusted ROE is described on page 49. Top tricile of our peer group as measured for the purposes of our compensation programs.
Our commitment to best practices
| WHAT WE DO | WHAT WE DO NOT DO | | Tie pay to performance; 92% of the CEO’s actual direct 2024 compensation was performance-based Use industry benchmarks when setting operational goals and when reviewing actual performance and generally target top-decile performance as compared to our industry on operational measures Take steps to mitigate undue risk related to compensation, including using a clawback policy, stock ownership and retention requirements and multiple performance metrics; the Compensation Committee conducts an annual comprehensive risk assessment of incentive compensation plans in an effort to confirm that none of the Company’s compensation programs creates risks that are reasonably likely to have a material adverse impact on the Company Have robust stock ownership guidelines Require executive officers to hold both NEE and XPLR performance-based restricted stock for two years after vesting Have a minimum full vesting period for stock options and performance-based restricted stock, generally three years Use an independent compensation consultant Engage in shareholder outreach and regularly assess the executive compensation program against shareholder input, emerging trends and other factors Require NEOs to enter into Rule 10b5-1 plans with minimum waiting periods to transact trades in company securities | No employment agreements with the CEO or other NEOs No tax gross-ups of NEO perquisites No single-trigger change in control provisions in agreements entered into since 2021 No excise tax gross-up provisions in change in control agreements entered into since 2009 No repricing of underwater stock options No share recycling under equity compensation plans No hedging or pledging of company securities by NEOs or directors permitted under securities trading policy No counting of unvested equity toward meeting stock ownership guidelines No guaranteed annual or multi-year bonuses |
How the Company’s annual incentive plan and long-term incentives support stewardship
How the Company’s annual incentive plan and long-term incentives support stewardship In addition to those metrics in our annual incentive plan and our performance shares that emphasize our commitment to environmental protection and stewardship, our executive compensation program also includes goals tied to customer value, employee safety and compliance with environmental regulations, a variety of which have been included as compensation metrics since 2001. Compensation metrics tied to environmental protection and stewardship include:
How the Company’s annual incentive plan and long-term incentives support stewardship
| | CUSTOMER VALUE PROPOSITION | | OPERATIONAL PERFORMANCE | | SAFETY | | To emphasize the delivery of a sustainable, outstanding customer value proposition, compensation metrics include: » O&M costs per retail MWh, » capital expenditures, » service reliability, and » customer satisfaction scores. These metrics are intended to drive the sustainable delivery of: » low bills, » high reliability, » energy solutions, and » outstanding customer service. | | Intended to support continued efficient and reliable delivery of energy to our customers. These metrics include: » availability metrics across the generation fleets, and » reliability metrics for the transmission and distribution grid. | | Safety is a Company priority because people are our most important asset and safety is a leading indicator of our operational performance. » The number of OSHA recordable incidents is included to emphasize the Company’s focus on a zero-injury workplace and incentivize senior executive leadership on safety issues. | | | | | | | | ENVIRONMENTAL EVENTS | | | | | | To support our commitment to the environment, metrics include: » achieving zero significant environmental violations across all of our businesses. | |
Compensation elements designed to align with our strategy
| ELEMENT | HOW IT IS PAID | DESCRIPTION | PERIOD | | BASE SALARY | Cash | Fixed amount reflects the responsibilities and day-to-day contributions of the NEOs. | One year | | ANNUAL INCENTIVE | Cash | Financial metrics: One-year adjusted EPS growth and adjusted ROE compared to the ten-year average of the companies in the S&P 500 Utilities Index. Operational metrics: FPL and NEER operational goals are primarily established based on industry benchmarks and Company performance. | | | EQUITY COMPENSATION | Performance shares | Granted for three-year performance periods to drive intermediate and long-term results. Payouts of performance shares are based on two distinct measurements: 1. three-year adjusted EPS growth and adjusted ROE relative to the ten-year average of the companies in the S&P 500 Utilities Index, and 2. the average of annual performance on core operational performance measures relative to industry peers for each of three consecutive years. Award payouts are modified by ± 20% based on our three-year TSR relative to the top ten power companies by market capitalization (a subset of the S&P 500 Utilities Index). | Vest after three years | | | Performance-based restricted stock | Vest only if the Company achieves a specified annual adjusted earnings goal each year. | Vest ratably over three years | | | Performance-based restricted XPLR common units | Vest only if XPLR achieves a specified annual adjusted EBITDA goal each year. | | | | Non-qualified stock options | Granted with a ten-year term and delivering value to executives only if the Company’s stock price at exercise exceeds the stock price on the grant date of the award. | |
TOTAL DIRECT COMPENSATION — TARGET PAY MIX
TOTAL DIRECT COMPENSATION — TARGET PAY MIX Our Incentive Plans Utilize Rigorous Targets The Compensation Committee endeavors to set rigorous targets for our annual and long-term incentive plans in the context of company expectations for the year, relevant industry benchmarks, stage of our development cycles, and other relevant factors. Given year-over-year variability in our operating environment, certain targets may be set higher, at, or lower than prior year performance, and comparing such metrics year-over-year does not reflect the full scope of factors that may influence performance and ultimate difficulty in achieving these targets. The Compensation Committee follows a thorough process to set targets considering industry benchmarks and internal historical Company performance.
Compensation resources
| The Compensation Committee believes it is critical to the Company’s long-term performance to offer its executive officers compensation opportunities broadly commensurate with their competitive alternatives. |
Compensation resources
The Company obtained market comparison information for all NEOs from publicly-available peer group information and market survey data. The Company’s peer group is composed of a set of companies from the energy services industry and a set of companies from the general industry. These companies were selected by the Compensation Committee with input from executive officers (including the CEO) and the Compensation Consultant. The Compensation Committee believes the use of companies from both the energy services industry and the general industry was appropriate because the Company’s executive officers come from both within and outside the Company’s industry. The Compensation Committee believes their opportunities for alternative employment are not limited to other energy or utility companies. For 2024, the Compensation Committee conducted a review of the then-existing 2023 peer group based on the following criteria:
SELECTION CRITERIA
Based on its review, the Compensation Committee approved for 2024 the same peer group that was approved for 2023, since all energy services industry and general industry companies continued to meet the selection criteria. The Compensation Committee believes the peer group is appropriately aligned with industries in which the Company competes for talent and the Company’s business in terms of market capitalization and scope. The 2024 comparator groups are as follows:
SELECTION CRITERIA
A comparison of NextEra Energy’s 2023 revenue and market capitalization to FY2023 data for energy services and general industry peer companies illustrates the Company’s revenue and market capitalization exceeds the 75th percentile of the energy services group for both revenue and market capitalization and exceeds the medians for the general industry peer group.
SELECTION CRITERIA
Although the Compensation Committee did not target specific total compensation levels relative to industry peers (a so-called “percentile” approach), it generally reviewed peer company data at the 50th percentile for the general industry companies and the 75th percentile for the energy services industry companies. The Compensation Committee believes these levels were appropriate because: » the Company’s 2023 market capitalization was at the 70th percentile and assets were above the 90th percentile of its general industry peer companies and both market capitalization and assets were at the top of its energy services industry peer companies; » the Company’s 2023 market capitalization was more than 60% greater than that of the 2nd largest energy services industry peer company’s market capitalization; » the Company’s practice is to make a relatively high portion of each NEO’s compensation performance-based as compared to its peers; and » the Company’s operations are more complex, more diverse and of a greater size than those of substantially all of its energy services industry peer companies.
2024 annual performance-based compensation
2024 annual performance-based compensation Annual Incentive Plan goals are established to incentivize superior performance relative to industry peers. A majority of these goals are based on industry benchmarks and payouts under the Annual Incentive Plan are generally based on Company performance in the relevant period. Prior to 2024, the Compensation Committee established financial and operational performance goals under the Annual Incentive Plan in the following categories:
2024 annual performance-based compensation
| TYPE OF 2024 PERFORMANCE GOALS | HOW WE ESTABLISHED AND USED THE 2024 PERFORMANCE GOALS | | FINANCIAL | » Based on enduring standards indicative of sustained performance — adjusted EPS growth and adjusted ROE — as compared to the financial performance over the ten-year period ended on December 31, 2024 of the companies included in the S&P 500 Utilities Index. » Higher ratings indicate corporate financial performance superior to industry median and lower ratings indicate corporate financial performance which lags industry median. | | OPERATIONAL | » Goals and payout scales are established in advance of the year using available industry benchmarks insofar as possible. » If an industry benchmark is not available, the applicable goal generally is set at a level representing an improvement or a stretch as compared to prior performance. » As a general principle, the Compensation Committee seeks to set operational performance goals at levels that represent excellent performance, superior to the results of typical companies in our industry and require significant effort on the part of the executive team to achieve. » Performance on certain compliance-related goals is scored as either “met” or “not met,” while performance against other goals is judged on a sliding scale in comparison to top-decile, top-quartile, median and sub-median performance as compared to the industry. |
2024 annual performance-based compensation
2024 financial performance matrix The financial performance matrix approved by the Compensation Committee for 2024, which is illustrated below, compares the Company’s 2024 adjusted EPS growth and adjusted ROE to the actual annual adjusted EPS growth and average adjusted ROE of the companies included in the S&P 500 Utilities Index that entered the index before March 31, 2024 and have at least three consecutive years of comparable financial data, during the ten-year period from January 1, 2015 to December 31, 2024 (estimated for 2024 using actual results for the first three quarters and analysts’ estimates for the fourth quarter). The Compensation Committee believes these financial metrics are “enduring standards,” because they: » are objective, » require the Company to demonstrate improvement, » are aligned with how shareholder value is created, and encourage management to include stretch goals as part of the annual budget-setting process. The financial performance matrix is designed to provide relatively greater rewards if the Company outperforms others in its industry on the indexed measures and relatively lower rewards if it does not.
2024 annual performance-based compensation
| | ADJUSTED EPS GROWTH* | | The Compensation Committee selected adjusted EPS growth because it provides a more meaningful representation of the Company’s fundamental earning power than net income calculated in accordance with GAAP and therefore better aligns the NEOs’ motivations with the Company’s strategy and with shareholders’ long-term interests. In addition, the Compensation Committee believes the use of adjusted EPS growth for this purpose is consistent with the way in which the Company communicates its earnings to analysts and investors. | |
2024 annual performance-based compensation
| | ADJUSTED ROE* | | Adjusted ROE is a long-term value creation metric that aligns the interest of management with those of our shareholders by measuring and rewarding profitability relative to shareholders’ investment. The Compensation Committee selected adjusted ROE because it is a gauge of our profitability and how efficiently we generate profits. | |
2024 annual performance-based compensation
The numbers in the following matrix set forth the range of possible ratings for corporate financial performance. A rating of “1” indicates overall corporate financial performance at the industry median, while higher ratings indicate corporate financial performance superior to the industry median, and lower ratings indicate corporate financial performance which lags the industry median. It is important to recognize the adjusted ROE and adjusted EPS growth amounts set forth in the illustration below reflect actual industry performance on these measures for the ten-year period ended December 31, 2024, and the Company’s executive compensation is based, with respect to adjusted ROE and adjusted EPS growth, on the performance delivered by the Company relative to industry performance. * Adjusted EPS growth and adjusted ROE which are used, among other reasons, to provide industry comparability, are not financial measurements calculated in accordance with GAAP and their definitions may differ among companies. Adjusted EPS growth, as defined by NextEra Energy for purposes of the Annual Incentive Plan, is equal to the Company’s adjusted earnings dividend by weighted average diluted shares outstanding. Adjusted earnings, as defined by NextEra Energy for purposes of the Annual Incentive Plan, is the Company’s consolidated net income, as reported in the audited annual financial statements as determined in accordance with GAAP, excluding the effects of: (i) changes in the mark-to-market value of non-qualifying hedges; (ii) other than temporary impairments on investments; (iii) extraordinary items; (iv) non-recurring charges or gains (e.g., restructuring charges and material litigation losses); (v) discontinued operations; (vi) regulatory and/or legislative changes and/or changes in accounting principles; (vii) labor union disruptions; and (viii) acts of God such as hurricanes. Adjusted ROE, as defined by NextEra Energy, is equal to the Company’s adjusted earnings divided by average common shareholders’ equity, adjusted to provide industry comparability, expressed as a percentage. 2024 operational goals Operational goals and payout scales are primarily established based on industry benchmarks and Company performance. As noted previously, management’s ability to deliver performance superior to our industry will generally result in above-target compensation, while performance that is inferior to our industry will generally result in below-target compensation. In that context, FPL’s typical performance goals based on industry benchmarks are generally better than the top-quartile performers in its industry and NextEra Energy Resources’ performance goals based on earnings growth and profitability are well above utility industry norms (in both cases based on internal reviews of publicly available information and information provided by consultants and industry associations). The following tables set forth the 2024 operational performance goals and the actual performance achieved against those goals.
2024 annual performance-based compensation
| FPL | | | | | | | | INDICATOR | GOAL | ACTUAL | INDICATOR WEIGHT | TOTAL SECTION WEIGHT | | Customer Value | O&M costs (plan-adjusted)(1) | $1,275 million(1) | $1,247 million(1) exceeded top decile | 35% | | | | Capital expenditures (plan-adjusted)(1) | $7,356 million(1) | $8,508 million(1) | 15% | | | Reliability | Fossil generation availability(2) | top decile performance | exceeded top decile performance | 6% | | | | Nuclear industry composite performance index(3) | top decile performance | missed goal | 6% | | | | Service reliability — service unavailability (minutes) | better than top decile (49.0 minutes) | exceeded top decile performance (45.7 minutes) | 7% | | | | Service reliability — average frequency of customer interruptions | 0.62 interruptions per customer per year (better than top decile) | 0.49 — exceeded top decile performance | 7% | | | | Service reliability — average number of momentary interruptions per customer | 4.2 momentary interruptions per customer per year | 3.3 — exceeded top decile performance | 4% | | | Operational | Employee safety — OSHA recordables(4) per 200,000 hours | 0.33 — top decile | 0.51 — approximated top quartile performance | 8% | | | | Significant environmental violations | 0 | 0 | 2% | | | | Customer satisfaction — residential value surveys | aggressive goal | missed goal | 4% | | | | Customer satisfaction — business value surveys | aggressive goal | missed goal | 4% | | | | Performance under FERC and NERC reliability standards(5) | no significant violations | met goal | 2% | |
2024 annual performance-based compensation
(1) Certain of the financial performance indicators used in the Annual Incentive Plan are calculated in a manner consistent with NextEra Energy’s planning and budgeting process and how management reviews its performance relative to that plan, and are not, or do not relate directly to, financial measures calculated in accordance with GAAP. For information about the Company’s results of operations for 2024, as presented in accordance with GAAP, investors should review the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 and should not rely on any adjusted amounts or non-GAAP financial measures set forth above. The following explains how the plan-adjusted amounts are calculated from NextEra Energy’s audited consolidated financial statements: (a) FPL O&M costs (plan-adjusted) is a measure that includes most but not all O&M expenses and includes certain expenses that are not classified as O&M expenses under GAAP but are reported for state regulatory purposes as O&M expenses; (b) FPL capital expenditures (plan-adjusted) are presented on an accrual basis, and exclude nuclear fuel payments and certain costs that are not classified as capital expenditures under GAAP in the consolidated statements of cash flows but that are reported for state regulatory purposes as capital expenditures; and (c) NextEra Energy Resources’ earnings (plan-adjusted) exclude: (i) the mark-to-market effect of non-qualifying hedges; (ii) other than temporary impairments on investments; extraordinary items;
2024 annual performance-based compensation
| NEXTERA ENERGY RESOURCES | | | | | | | | INDICATOR | GOAL | ACTUAL | INDICATOR WEIGHT | TOTAL SECTION WEIGHT | | FINANCIAL | Earnings (plan-adjusted)(1) | $3,122 million(1) | $3,118 million(1) | 25% | | | | ROE | 14.6% | 14.3% | 10% | | | | Meet budgeted cost goals | $3,023 million | $3,010 million | 7% | | | | XPLR cash available for distribution | $730 million | missed goal | 10% | | | OPERATIONAL | Employee safety — OSHA recordables(4) per 200,000 hours | 0.33 — top decile | 0.15 — beat goal and exceeded top decile performance | 3% | | | | Significant environmental violations | 0 | 0 | 2% | | | | Nuclear industry composite performance index(3) | top decile performance | beat goal and exceeded top decile performance | 5% | | | | Equivalent forced outage rate(6) | top decile performance | beat goal and exceeded top decile performance | 8% | | | GROWTH | Execute approved North American new and repowered wind projects on schedule and on budget | 1,700 MW | beat goal | 10% | | | | Execute approved North American solar and storage projects on schedule and on budget | 4,225 MW | beat goal | 5% | | | | New development or acquisition opportunities within NextEra Energy Resources that receive approval | aggressive goal | beat goal | 10% | | | | Pre-tax income contribution from all asset optimization, marketing and trading activities, full requirements and retail | aggressive goal | beat goal | 5% | |
2024 annual performance-based compensation
(iv) non-recurring charges or gains (e.g., restructuring charges and material litigation losses); (v) discontinued operations; (vi) regulatory and/or legislative changes and/or changes in accounting principles; (vii) labor union disruptions; and (viii) acts of God such as hurricanes. (2) “Fossil generation availability” measures the amount of time during a given period that a power generating unit is available to produce power. (3) The “nuclear industry composite performance index” referenced is the Institute of Nuclear Power Operations (“INPO”) index. INPO promotes the highest levels of safety and reliability in the operation of commercial nuclear power plants by establishing performance objectives, criteria and guidelines for the nuclear power industry and conducting regular detailed evaluations of all nuclear power plants in North America. The INPO index is an 18-month rolling average of a nuclear plant’s, and a company’s nuclear fleet’s, performance against operating performance measures. (4) “OSHA” is the United States Occupational Safety and Health Administration. An OSHA recordable injury is an occupational injury or illness that requires medical treatment more than simple first aid and must be reported under OSHA regulations. (5) “FERC” is the Federal Energy Regulatory Commission and “NERC” is the North American Electric Reliability Corporation. The determination of a violation is based on the year in which the penalty is paid, rather than the year in which the violation occurred. No violations in 2024. “EFOR” is the equivalent forced outage rate and is computed as the hours of unit failure (unplanned outage hours and equivalent unplanned de-rated hours) given as a percentage of the total hours of the availability of an electricity generating unit.
2024 annual performance-based compensation
| | Operational Performance Metrics | Description/Rationale | FPL Metric | NEER Metric | | Customer Value | O&M costs (plan-adjusted) | O&M costs play a crucial role in ensuring the efficient, reliable, and safe operation of our infrastructure while minimizing costs, ensuring customer satisfaction and meeting regulatory requirements. Our best-in-class operations and maintenance costs ensure lower bills for our customers. | x | - | | | Capital expenditures (plan-adjusted) | By making strategic capital expenditures, we can deliver sustainable, reliable, efficient service while reducing long-term costs, staying competitive and meeting regulatory requirements. | x | - | | Reliability/ Operational | Fossil generation availability(2) | High availability rates evidence efficient operations, good management and effective maintenance practices. We set our goal as exceeding the top decile of performance within the 2023 NERC survey; we do not disclose the specific goal as we are unable to share the underlying data as it was acquired through a purchased survey subject to confidentiality and proprietary restrictions. | x | - | | | Nuclear industry composite performance index(3) | The “nuclear industry composite performance index” referenced in the INPO index. INPO promotes the highest levels of safety and reliability in the operation of commercial nuclear power plants by establishing performance objectives, criteria and guidelines for the nuclear power industry and conducting regular detailed evaluations of all nuclear power plants in North America. The INPO index is an 18-month rolling average of a nuclear plant’s, and a company’s nuclear fleet’s, performance against operating performance measures. We do not disclose the specific goal as we are unable to share the underlying data as it was acquired through purchased survey subject to confidentiality and proprietary restrictions. | x | x | | | Service reliability — service unavailability (minutes) | The amount of downtime where power or other utility service was not provided due to outages or interruptions. We strive to minimize the number of minutes of service unavailability, as high availability rates are critical for customer satisfaction, operational efficiency and regulatory compliance. Our aggressive goal was set as exceeding the top decile performance level, as established by the 2023 Edison Electric Institute (EEI) survey results. | x | - | | | Service reliability — average frequency of customer interruptions | Represents how often, on average, a customer experiences an interruption in service during the year. By including this metric, we incentivize management to understand and track the causes of these interruptions, as well as develop strategies to minimize their occurrence, thus improving overall service reliability and customer satisfaction. Our aggressive goal was set as exceeding the top decile performance level, as established by the 2023 Edison Electric Institute (EEI) survey results. | x | - | | | Service reliability — average number of momentary interruptions per customer | The average number of momentary interruptions (brief outages of a few seconds to a few minutes) per customer is another measure of service reliability. | x | - |
2024 annual performance-based compensation
| | Operational Performance Metrics | Description/Rationale | FPL Metric | NEER Metric | | Reliability/ Operational | Employee safety — OSHA recordables per 200,000 hours(4) | OSHA recordables per 200,000 hours is a standardized safety evaluation metric where a lower rate indicates fewer recordable incidents in the workplace, and as a result, a safer work environment. Safety is a leading indicator of our overall operational processes, and this metric is a key performance indicator of our safety practices. Good safety practices can contribute to better operational efficiency and resource utilization. Our aggressive goal was set as exceeding the top decile performance level, as established by the 2023 Edison Electric Institute (EEI) survey results. | x | x | | | Significant environmental violations | We focus on eliminating significant environmental violations by setting the annual goal at zero such incidents — this demonstrates our commitment to environmental protection and stewardship, minimizing risks and preventing potential fines. | x | x | | | Customer satisfaction — residential value surveys | Including these metrics in executive compensation allows for a clear assessment of individual and overall organizational performance in meeting customer needs and expectations. Residential customer satisfaction is important to us, as reliable and affordable electricity is paramount for the overall well-being of our residential customers. | x | - | | | Customer satisfaction — business value surveys | Including business customer satisfaction as a metric in our compensation program encourages a culture of continuous improvement and innovation, which is important for us to support and contribute to the success and competitiveness of Florida’s business community. | x | - | | | Performance under FERC and NERC reliability standards(5) | We devote significant attention to consistently meeting these regulations which ensure grid reliability and well-functioning power markets. | x | - | | | Equivalent forced outage rate (EFOR)(6) | EFOR is an important metric for the Company as it helps in evaluating the reliability and availability of power generation assets. | - | x | | Financial | Earnings (plan-adjusted, in millions)(1) | Strong earnings are essential for NEER as they reflect financial performance, contribute to investor confidence, support dividend payments, provide resources for growth and investment and facilitate debt servicing. Strong and sustainable earnings are critical for the success and long-term growth of the Company. | - | x | | | Return on equity | ROE measures our ability to generate profits from shareholders’ equity, making it a good measure of how efficiently management is using equity to generate profits and grow the company. High and sustainable ROE indicates effective long-term strategic planning and execution. | - | x | | | Meet budgeted cost goals (millions) | Meeting cost goals is essential as it drives profitability, enhances competitiveness, improves ROI, strengthens the customer value proposition, mitigates financial risks and drives operational efficiency. It is a critical aspect of NEER’s overall business strategy and long-term success in the renewable energy sector. | - | x | | | XPLR Cash Available for Distribution (“CAFD”) | CAFD represents the amount of cash available for distribution to unitholders after deducting operating expenses, debt service, maintenance capital expenditures and other expenses related to the operation and maintenance of renewable energy assets. This metric provides insight into the financial performance and cash flow generation of renewable energy projects or portfolios. | - | x |
2024 annual performance-based compensation
| | Operational Performance Metrics | Description/Rationale | FPL Metric | NEER Metric | | Growth | Execute approved North American new and repowered wind projects on schedule and on budget | Executing on the construction and fulfillment of previously approved wind projects supports growth, including EPS growth. | - | x | | | Execute approved North American solar and storage projects on schedule and on budget | Executing on the construction and fulfillment of previously approved solar projects supports growth, including EPS growth. | - | x | | | New development or acquisition opportunities within NEER that receive approval | Growth of project backlogs gives visibility to future growth projects through focused capital investment for new, on-strategy growth opportunities. | - | x | | | NextEra Energy Marketing, LLC. Growth: Pre-tax income contribution from all asset optimization, proprietary trading, origination, gas marketing and trading, full requirements net of G&A and Gexa Energy, LP | NextEra Energy Marketing is responsible for electricity and fuel management for all of NextEra Energy Resources' generation fleet, which includes the largest renewable energy portfolio in North America. As our portfolio of generation assets grows, optimizing our existing generation fleet will become a larger opportunity set, which enables us to lead the decarbonization of the U.S. economy. | - | x |
2024 annual performance-based compensation
After the end of 2024, the Executive Compensation Review Board (“Review Board”), whose members were Messrs. Ketchum, Bolster and Pimentel, Mrs. Kujawa and Mrs. Daggs, assessed: (1) whether the operational performance goals had been achieved, exceeded or missed and, to the extent exceeded or missed, by what margin such goals had been exceeded or missed (as set forth in the tables above); (2) the degree of difficulty of achieving each goal; and (3) the Company’s performance with respect to each goal as compared to the pre-established payout scale based on top-decile, top-quartile, median and sub-median performance on the same measure (industry-based, where benchmark data was available) and arrived at an aggregate determination for the Company’s 2024 performance as compared to the goals. This assessment determined the Company had achieved superior performance in 2024. The determination of the Review Board was then presented to the Compensation Committee, which had ultimate authority to accept or modify all or any part of the determination. For 2024, the Compensation Committee reviewed and discussed the Review Board’s recommendations and the conclusions on which they were based and determined to accept those recommendations. 2024 annual incentive awards for the NEOs Each NEO’s 2024 annual incentive payout was determined based on a rating (“NextEra Energy Performance Rating”) derived by combining the Company’s financial performance as measured by the financial performance matrix (weighted 50%) and the Company’s operational performance as compared to the operational performance goals (weighted 50%). The NextEra Energy Performance Rating for 2024 was 1.81.
2024 annual performance-based compensation
| | | | | FINANCIAL PERFORMANCE (50%) | OPERATIONAL PERFORMANCE (50%) | OVERALL PERFORMANCE RATING | | 2024 Adjusted EPS Growth: 8.2% | | | | 2024 Adjusted ROE: 14.7% | | | | 2.00 | 1.62 | 1.81 |
2024 annual performance-based compensation
The NextEra Energy Performance Rating may be adjusted for each NEO by the Compensation Committee based on individual performance under circumstances in which the Compensation Committee determines that the formulaic calculation of the performance rating without adjustment would otherwise result in the payment of an inappropriate incentive. The Compensation Committee generally uses this aspect of the executive compensation program on a conservative basis, as it believes the formula for calculating the NextEra Energy Performance Rating ordinarily should result in appropriate incentive payments. The individual performance adjustment, when used, historically has most often ranged between ±10%. The Compensation Committee determined the individual performance factors for 2024 based on recommendations from the CEO (for all of the NEOs other than himself). In addition to the Company’s exceptional performance as described in the Executive Summary above, the Compensation Committee considered the following criteria in determining the 2024 individual performance factors: » Financial Goals: Consistently achieving the Company’s annual financial objectives, as well as the annual financial objectives for the executive’s business unit, ensuring strong returns for our shareholders. » Growth Goals: Maintaining leadership in the power market across the U.S. to meet the rapidly growing power demand, while consistently executing projects on schedule and within budget, furthering our expansion and market dominance. » Operational Excellence: Keeping electric bills low, while outperforming industry standards with top-decile reliability for our customers. » Organizational development: Securing top-tier talent and implementing effective succession planning strategies to uphold business continuity, drive future success and reinforce our position as an industry leader for the long term. The following illustrates the determination of the 2024 annual incentive for each NEO: In years where the Company’s performance is above the performance of its peers on industry benchmarks, the Company expects annual incentive awards will be paid to the NEOs above target. This was the case in 2024, and the NEOs’ annual incentive awards were as follows:
2024 annual performance-based compensation
| NAMED EXECUTIVE OFFICER | 2024 ANNUAL INCENTIVE TARGET (AS A % OF BASE SALARY | 2024 TARGET ANNUAL INCENTIVE ($) | NEXTERA ENERGY OVERALL PERFORMANCE RATING | 2024 ANNUAL INCENTIVE AWARD ($) | | John W. Ketchum | 160% | 2,520,000 | 1.81 | 5,014,800 | | Brian W. Bolster(1) | 70% | 665,000 | 1.81 | 1,236,900 | | Rebecca J. Kujawa | 100% | 1,100,000 | 1.81 | 2,090,000 | | Armando Pimentel, Jr. | 100% | 1,000,000 | 1.81 | 1,970,000 | | Charles E. Sieving | 70% | 892,000 | 1.81 | 1,775,100 | | Terrell Kirk Crews II | 70% | 511,200 | 1.81 | 950,800 |
2024 annual performance-based compensation
Mr. Bolster was hired on May 6, 2024. His 2024 annual incentive was not prorated as part of the overall compensation package as an inducement for him to accept the position.
2024 long-term performance-based equity compensation
2024 long-term performance-based equity compensation EQUITY COMPENSATION MIX In determining the appropriate mix of equity compensation components, the Compensation Committee primarily considers the following factors:
2024 long-term performance-based equity compensation
| | | | | | » The mix of these components at competitor and peer companies and emerging market trends | » The retention value of each element and other values important to the Company, including, for example, the tax and accounting consequences of each type of award | » The advice of the Compensation Consultant | » The perceived value to the NEO of each element |
2024 long-term performance-based equity compensation
The Compensation Committee continued its practice of granting NEOs equity-based compensation, the majority of which is composed of performance share awards. This practice aligns with feedback from our shareholders, who have indicated during our shareholder outreach they favor the longer-term features of performance shares. The target award level for each equity-based element was expressed as a percentage of each NEO’s target total direct compensation opportunity. The target dollar value for each component was converted to a number of shares of equivalent value (estimated present value for stock options and performance shares). 2024 MIX OF EQUITY COMPENSATION AWARDS FOR THE NEOS In 2024, the Compensation Committee granted the following mix of equity-based compensation to the NEOs:
2024 long-term performance-based equity compensation
| | MIX OF EQUITY COMPENSATION AWARDS(1) | | | | | NAMED EXECUTIVE OFFICER | PERFORMANCE SHARES | OPTIONS | PERFORMANCE-BASED RESTRICTED STOCK | PERFORMANCE-BASED RESTRICTED XPLR COMMON UNITS | | John W. Ketchum | 65% | 25% | 3% | 7% | | Brian W. Bolster | 60% | 20% | 20% | — | | Rebecca J. Kujawa | 60% | 20% | 13% | 7% | | Armando Pimentel, Jr. | 60% | 20% | 20% | — | | Charles E. Sieving | 60% | 20% | 13% | 7% | | Terrell Kirk Crews II | 60% | 20% | 13% | 7% |
2024 long-term performance-based equity compensation
(1) Calculation of percentage mix based on the target value of each grant as a percentage of each NEO’s total equity-based compensation. PERFORMANCE SHARE AWARDS GRANTED IN 2024 FOR THE PERFORMANCE PERIOD ENDING DECEMBER 31, 2026 The performance share awards granted in 2024 have a three-year performance period beginning January 1, 2024 and ending December 31, 2026; dividends are not paid or accrued during the performance period. The 2024 performance share awards have 3-year adjusted ROE and adjusted EPS growth and operational measures as performance measures, as well as a ±20% relative TSR modifier based on performance of the top ten power companies by market capitalization (as defined on page 37) at the end of a three-year period, capped at 200% of target. Consistent with prior years, the awards also have an individual performance factor ranging from ±20%, to enable the Compensation Committee to adjust payouts based on their assessment of the NEO’s individual performance. The goals used for the performance share awards are different both in terms of the objectives and time-frames from the goals used under the Company’s Annual Incentive Plan. The measures and their relative weights are set forth below:
2024 long-term performance-based equity compensation
| PERFORMANCE MEASURE | | WEIGHT | TARGET | | | Financial measures: | | | | 3-year adjusted ROE and adjusted EPS growth determined using the financial matrix below: | | | ROE: 8.4% | | | | | EPS: 4.7% | | | Operational measures: 5% each | | | | 3-year average employee safety — OSHA recordables/200,000 hours | | | 1.16 | | Nuclear industry composite performance index (combined for FPL and NextEra Energy Resources nuclear facilities) | | | 93.6 | | 3-year average equivalent forced outage rate (fossil and renewable generation) | | | 6.4% | | FPL 3-year average service reliability — service unavailability (minutes) | | | 140.1 | | | TSR modifier | | | | 3-year TSR relative to top ten power companies by market capitalization, which is a subset of the S&P 500 Utilities Index | | ±20% modifier to award payout | Midpoint of TSR at the 75th and 25th percentiles, with linear interpolation used to calculate results between the 25th and 75th percentiles |
2024 long-term performance-based equity compensation
During the performance period, performance shares are not issued. The NEO may not sell or transfer the NEOs contingent right to receive performance shares and dividends are not paid. PAYOUT OF PERFORMANCE SHARE AWARDS GRANTED IN 2022 FOR THE PERFORMANCE PERIOD ENDED DECEMBER 31, 2024 Each NEO, other than Mr. Bolster and Mr. Pimentel, who were not employed at the time of the 2022 grant, was granted a target number of performance shares in 2022 for a three-year performance period beginning January 1, 2022 and ending on December 31, 2024. The Compensation Committee views the payout of this grant after the end of the performance period as part of each NEO’s 2022 compensation, while the performance shares granted in 2024 for the performance period ending on December 31, 2026 are considered to be part of each NEO’s 2024 compensation, even though the shares will not be issued, if at all, until February 2027. In February 2025, payouts were made under the 2022-2024 performance share grants. The 2022-2024 performance grants were based on a financial performance matrix of adjusted EPS growth and adjusted ROE (weighted 80%), operational measures (weighted 20%), and TSR relative to the top ten power companies by market capitalization (+/- 20% modifier). The awards also have an individual performance factor ranging from ±20%, to enable the Compensation Committee to adjust payouts based on their assessment of the NEO’s individual performance. For the performance period from January 1, 2022 through the end of 2024, NextEra Energy’s relative TSR was -13.02% and ranked eighth among the top ten power companies by market capitalization, resulting in a relative TSR modifier of -20%. Consistent with prior years, for the purpose of calculating payout percentages, the TSRs at the 75th and 25th percentiles are defined as the TSRs of the peers that rank nearest, rounding up, to the given percentiles. The TSR calculation requires a 20-trading day average to determine the beginning average and ending average price for the common stock of NextEra Energy and each member of the peer group.
2024 long-term performance-based equity compensation
| | Relative TSR Percentile Ranking for THREE Year Performance Period | TSR Results for Three Year Performance Period | Modifier Result | | NextEra Energy | | -13.02% | 0.80 | | Top Ten Power Companies by Market Capitalization (a subset of the S&P 500 Utilities Index) | ≥75th Percentile | 47.84% | 120% | | | Midpoint | 17.41% | 100% | | | ≤25th Percentile | -13.02% | 80% |
2024 long-term performance-based equity compensation
Based on our performance during the performance period, the 2022 performance share award received an overall rating of 1.58, determined as shown below.
2024 long-term performance-based equity compensation
| PERFORMANCE MEASURE(1) | WEIGHT | RESULT | PAYOUT AS A % OF TARGET | | Adjusted EPS growth and adjusted ROE | 80% | 2.00 | 200% | | Operational measures | 20% | 1.90 | 190% | | Overall rating | | 1.98 | 198% | | Relative TSR modifier | ±20% | 0.80 | 80% | | Overall rating (after applying relative TSR modifier and individual performance factors)(1) | | 1.58 | 158% |
2024 long-term performance-based equity compensation
(1) Each NEO’s individual performance factor ranges from ±20% and can only modify the overall rating prior to applying the TSR modifier. Despite the excellent performance of the NEOs, the Committee elected not to utilize the individual performance factor, and the NEOs received an overall rating of 1.58. Applying the overall rating results to the target performance shares resulted in the following performance share award payouts for each of the NEOs:
2024 long-term performance-based equity compensation
| NAMED EXECUTIVE OFFICER | TARGET PERFORMANCE SHARES FOR PERFORMANCE PERIOD 1/1/22-12/31/24 | PAYOUT FACTOR | PERFORMANCE SHARES EARNED | | John W. Ketchum | 81,354 | 1.58 | 128,539 | | Brian W. Bolster(1) | — | — | — | | Rebecca J. Kujawa | 47,203 | 1.58 | 74,580 | | Armando Pimentel, Jr.(1) | — | — | — | | Charles E. Sieving | 20,447 | 1.58 | 32,306 | | Terrell Kirk Crews II | 11,333 | 1.58 | 17,906 |
2024 long-term performance-based equity compensation
(1) Messrs. Bolster and Pimentel did not receive a 2022 performance share award as they were not employed by the Company at that time. PERFORMANCE-BASED RESTRICTED STOCK GRANTED IN 2024 The performance objective for performance-based restricted stock is adjusted earnings of $3.0 billion. The shares of performance-based restricted stock granted in 2024 will not vest unless and until the Compensation Committee certifies that NextEra Energy’s adjusted earnings for each of 2024, 2025 and 2026, respectively, equal or exceed $3.0 billion; vesting occurs one-third per year for three years for each year the corporate performance objective is met. If the adjusted earnings objective is not met in any year, performance-based restricted stock scheduled to vest in that year is forfeited. Because the Compensation Committee intends for the grant date present value of performance-based restricted stock awards to equal the fair market value of an equivalent number of shares of the Company’s common stock absent the performance and vesting conditions, dividends are paid on performance-based restricted stock awards as dividends are paid on the common stock. However, any dividends paid on performance-based restricted stock awards that do not vest must be repaid within 30 days following forfeiture of the award. In addition, NEOs have the right to vote their shares of performance-based restricted stock. PERFORMANCE-BASED RESTRICTED XPLR COMMON UNITS GRANTED IN 2024 In February 2024, NEOs who are also officers of XPLR were granted XPLR performance-based restricted common units (“XPLR Awards”). The Compensation Committee believes the proposed XPLR Awards further align the incentive compensation of these NEOs to activities that promote the growth of long-term value for our shareholders. After considering this and other factors, the Board of Directors of XPLR (the “XPLR Board”) in February 2024 approved grants of XPLR Awards to those Company NEOs who also are officers of XPLR, as well as to other officers and employees of the Company or its affiliates who are responsible for significant XPLR activities. The XPLR Awards received by the NEOs did not increase the NEOs’ overall 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 the Company. The performance objective for the XPLR Awards is adjusted EBITDA of $900 million. Adjusted EBITDA is XPLR’s consolidated net income, as reported in its audited financial statements as determined in accordance with GAAP, plus interest expense, income tax expense, depreciation and amortization less certain non-cash, non-recurring items. Therefore, the XPLR Awards granted in 2024 will not vest unless and until the XPLR Board certifies that XPLR’s adjusted EBITDA for 2024, 2025 and 2026, respectively, equals or exceeds $900 million; the awards vest one-third per year for three years for each year the XPLR performance objective is met. If the objective of adjusted EBITDA of $900 million is not met in any year, performance-based restricted XPLR common units scheduled to vest in that year are forfeited. Distributions are paid on performance-based restricted XPLR common units as and when declared by XPLR but are subject to repayment by the NEO if awards are forfeited prior to vesting. In addition, NEOs have the right to vote their performance-based restricted XPLR common units. The XPLR Awards were made pursuant to the NextEra Energy Partners, LP 2014 Long Term Incentive Plan (“NEP 2014 LTIP”). XPLR will be reimbursed by the Company for the grant date fair value of all XPLR Awards granted to employees and officers of the Company or its affiliates. NON-QUALIFIED STOCK OPTION AWARDS IN 2024 The Compensation Committee grants non-qualified stock options that vest and become exercisable one-third per year for three years, beginning approximately one year from date of grant. Stock options have an exercise price equal to the closing price of NextEra Energy common stock on the grant date (February 15, 2024) and generally expire ten years from date of grant. The NextEra Energy, Inc. 2021 Long Term Incentive Plan (the “2021 LTIP”) prohibits repricing of awarded options without shareholder approval. EQUITY GRANT PRACTICES Stock option awards are granted by the Compensation Committee to the NEOs each year in mid-February, which is a date that is normally set two years in advance. The Compensation Committee believes granting stock options in this way is appropriate because the Company typically releases year-end earnings in late January, so all relevant information should be available to the market on the grant date. Stock option awards may also be made to new executive officers upon hire or promotion, generally coincident with the date of hire or promotion or the Compensation Committee meeting next following the date of hire or promotion. The Compensation Committee does not seek to time stock option grants to take advantage of material non-public information (“MNPI”), either positive or negative, about the Company which has not been publicly disseminated. The Company has not timed the disclosure of MNPI for the purpose of affecting the value of executive compensation. The exercise price of options granted is equal to the closing market price of NextEra Energy’s common stock on the effective date of the grant. The following table provides information regarding stock options granted to our NEOs in 2024 within four business days before the filing of a periodic report or current report disclosing MNPI or within one business day after the filing of such information.
2024 long-term performance-based equity compensation
| NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING THE AWARD | EXERCISE PRICE OF THE AWARD ($/SHARE) | GRANT DATE FAIR VALUE OF THE AWARD | PERCENTAGE CHANGE IN THE CLOSING MARKET PRICE OF THE SECURITIES UNDERLYING THE AWARD BETWEEN THE TRADING DAY ENDING IMMEDIATELY PRIOR TO THE DISCLOSURE OF MNPI AND THE TRADING DAY BEGINNING IMMEDIATELY FOLLOWING THE DISCLOSURE OF MNPI | | John W. Ketchum | 2/15/2024 | 230,700 | 57.27 | 2,599,989 | -1.2% | | Brian W. Bolster | 5/6/2024 | 43,899 | 71.25 | 679,996 | 2.6% | | Rebecca J. Kujawa | 2/15/2024 | 120,674 | 57.27 | 1,359,996 | -1.2% | | Armando Pimentel, Jr. | 2/15/2024 | 106,477 | 57.27 | 1,199,996 | -1.2% | | Charles E. Sieving | 2/15/2024 | 45,244 | 57.27 | 509,900 | -1.2% | | Terrell Kirk Crews II | 2/15/2024 | 34,755 | 57.27 | 391,689 | -1.2% |
Clawback provisions
Clawback provisions The Company has an incentive compensation recoupment, or “clawback,” policy which provides for recoupment of Incentive Compensation from current and former executive officers in the event of a Triggering Event (the “Clawback Policy”). Capitalized terms used but not defined herein shall have the same respective meanings given to them in the Clawback Policy. “Incentive Compensation” means any compensation, including but not limited to annual cash incentives under the Executive Annual Incentive Plan (or any successors thereto), and long-term equity incentives under the Amended and Restated 2011 Long Term Incentive Plan and the 2021 Long Term Incentive Plan, that was granted, earned or vested based in whole or in part upon the attainment of one or more Financial Reporting Measures; provided however, for the avoidance of doubt, “Incentive Compensation” does not include any long-term incentives under the XPLR Infrastructure, LP 2024 Long Term Incentive Plan or under any other incentive plan of XPLR Infrastructure, LP in effect from time to time. “Triggering Event” means a decision by the Audit Committee of the Board that an accounting restatement of the Company’s previously published financial statements is required due to material non-compliance by the Company with any financial reporting requirement under the federal securities laws, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period or, if earlier, the date such a decision should have been made. If a Triggering Event occurs, the Company shall (to the extent permitted by applicable law) promptly recoup any Incentive Compensation received during the Recoupment Period by any individual who served as an Executive Officer at any time during the performance period applicable to such Incentive Compensation that was in excess of that which such Executive Officer would have received after giving effect, as applicable, to the accounting restatement associated with the Triggering Event. The incentive compensation to be recouped will be in an amount and form determined in the judgment of the Board following recommendation by the Compensation Committee (which recommendation shall not be binding), in accordance with the applicable listing standards or policies of the national stock exchange upon which the Company’s shares are listed. The Company shall not be permitted to insure or indemnify any Executive Officer against (i) the loss of any Incentive Compensation that is recouped in accordance with the Clawback Policy, or (ii) any claims relating to the Company’s enforcement of its rights under the Clawback Policy.
Severance Plan
Severance Plan The NextEra Energy, Inc. Executive Severance Benefit Plan (the “Severance Plan”) provides for the payment of severance benefits to the NEOs and to certain other senior executives if their employment with the Company is involuntarily terminated in specified circumstances. The purpose of the Severance Plan is to retain the covered senior executives and encourage dedication to their duties by ensuring the equitable treatment of those who may experience an involuntary termination, as defined in the Severance Plan. The Severance Plan provides severance benefits following involuntary termination in exchange for entry by the executive into a release of claims against the Company and an agreement to adhere to certain non-competition and related covenants protective of the Company and its affiliates. Following a covered involuntary termination and the execution of the release and other agreement, the executive would receive a cash payment equal to two times the executive’s annual base salary plus two times the executive’s target annual incentive compensation for the year of termination, payable in two equal annual installments. In addition, the executive’s outstanding equity and equity-based awards would vest pro rata, and become payable at the end of any applicable performance periods, subject to the attainment by the Company of the specified performance objectives. The executive also would receive certain ancillary benefits, including outplacement assistance or payment in an amount equal to the value of the outplacement assistance. Amounts payable under the Severance Plan are subject to a cap specified in the Severance Plan. The Company may amend or terminate the Severance Plan, in full or in part, at any time, but if an amendment or termination would affect the rights of an executive, the executive must agree in writing to the amendment or termination. The Severance Plan does not provide for the payment of severance benefits upon terminations governed by the terms of the executive retention employment agreement (“Retention Agreement”) described below.
Change in control
Change in control Each of the NEOs is a party to a Retention Agreement with the Company. The Compensation Committee has concluded the Retention Agreements are desirable in order to align NEO and shareholder interests under some unusual conditions, as well as useful and, in some cases, necessary to attract and retain senior executive talent. In connection with a change in control of the Company, it can be important to secure the dedicated attention of executive officers whose personal positions are at risk and who have other opportunities readily available to them. By establishing compensation and benefits payable under various merger and acquisition scenarios, change in control agreements enable the NEOs to set aside personal financial and career objectives and focus on maximizing shareholder value. These agreements also help the officer to maintain an objective and neutral perspective in analyzing opportunities that may arise. Furthermore, they ensure continuity of the leadership team at a time when business continuity is of paramount concern. Without the Retention Agreements, the Company would have a greater risk of losing key executives in times of uncertainty. Retention Agreements entered into since 2009 do not include excise tax gross-ups. Retention Agreements entered into since 2021 require double-trigger equity vesting upon a change of control; i.e., there must be both a change of control and qualifying termination for accelerated vesting to occur. The material terms of the Retention Agreements are described under Potential Payments Upon Termination or Change in Control beginning on page 75.
Retirement programs
Retirement programs EMPLOYEE PENSION PLAN AND 401(K) PLAN NextEra Energy maintains two retirement plans which qualify for favorable tax treatment under the Internal Revenue Code (“Code”): a non-contributory defined benefit pension plan and a defined contribution 401(k) plan. These plans are available to substantially all NextEra Energy employees. Each of the NEOs participates in both plans. The pension plan is more fully described following Table 5: Pension Benefits. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (“SERP”) Current tax laws place various limits on the benefits payable under tax-qualified retirement plans, such as NextEra Energy’s defined benefit pension plan and 401(k) plan, including a limit on the amount of annual compensation that can be taken into account when applying the plans’ benefit formulas. Therefore, the retirement incomes provided to the NEOs by the qualified plans generally constitute a smaller percentage of final pay than is typically the case for other Company employees. In order to make up for this and maintain the market-competitiveness of NextEra Energy’s executive retirement benefits, NextEra Energy maintains an unfunded, non-qualified SERP for its executive officers, including the NEOs. For the NEOs, compensation included under the SERP is annual base salary plus the actual annual cash incentive award, as opposed to the compensation included under the qualified plans, which is annual base salary only. NextEra Energy believes it is appropriate to include annual cash incentive awards for purposes of determining retirement plan benefits (both defined benefit pension and 401(k)) for the NEOs in order to ensure the NEOs can replace in retirement a proportion of total compensation similar to that replaced by other employees participating in the Company’s defined benefit pension and 401(k) plans, bearing in mind that base salary alone constitutes a relatively smaller percentage of an NEO’s total compensation. For additional information about the defined benefit plan benefit formulas under the SERP, see Table 5: Pension Benefits and accompanying descriptions. DEFERRED COMPENSATION PLAN NextEra Energy sponsors a non-qualified, unfunded Deferred Compensation Plan, which allows eligible highly compensated employees, including the NEOs, voluntarily and at their own risk, to elect to defer certain forms of compensation prior to the compensation being earned and vested. NextEra Energy makes this opportunity available to its highly compensated employees as a financial planning tool and an additional method to save for retirement. Deferrals by executive officers generally result in the Company deferring its obligation to make cash payments or issue shares of its common stock to those executive officers. The Compensation Committee does not view the Deferred Compensation Plan as providing executives with additional compensation. Participants in the Deferred Compensation Plan are general creditors of the Company and the deferral of the payment obligation provides a financial advantage to the Company. For additional information about the Deferred Compensation Plan, see Table 6: Non-qualified Deferred Compensation and accompanying descriptions.
TABLE 1A: 2024 SUMMARY COMPENSATION TABLE
| (A) | (B) | (C) | (D) | (E) | (F) | (G) | (H) | (I) | (J) | | NAME AND PRINCIPAL POSITION (1) | YEAR | SALARY (3) ($) | BONUS(4) ($) | STOCK AWARDS (5)(6)(7) ($) | OPTION AWARDS (5) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION (8) ($) | CHANGE IN PENSION VALUE AND NON-QUALIFIED DEFERRED COMPENSATION EARNINGS (9)(10) ($) | ALL OTHER COMPENSATION (9)(11) ($) | TOTAL ($) | | John W. Ketchum(2), Chairman, President and CEO of NextEra Energy and Chairman of FPL | 2024 | 1,575,000 | 0 | 11,053,947 | 2,599,989 | 5,014,800 | 918,853 | 441,009 | 21,603,598 | | | 2023 | 1,575,000 | 0 | 10,568,909 | 2,599,993 | 4,636,800 | 811,026 | 399,396 | 20,591,124 | | | 2022 | 1,483,333 | 0 | 8,436,431 | 2,187,500 | 4,500,000 | 475,209 | 331,856 | 17,414,329 | | Brian W. Bolster, Executive Vice President, Finance and Chief Financial Officer of NextEra Energy and FPL | 2024 | 628,462 | 1,500,000 | 5,324,182 | 679,996 | 1,236,900 | 0 | 244,870 | 9,614,410 | | Rebecca J. Kujawa, President and Chief Executive Officer of NextEra Energy Resources | 2024 | 1,100,000 | 0 | 7,403,858 | 1,359,996 | 2,090,000 | 453,542 | 195,464 | 12,602,860 | | | 2023 | 1,100,000 | 0 | 7,111,077 | 1,359,993 | 2,024,000 | 407,530 | 173,876 | 12,176,476 | | | 2022 | 979,167 | 0 | 5,487,265 | 1,099,995 | 2,000,000 | 288,824 | 146,585 | 10,001,836 | | Armando Pimentel, Jr., President and Chief Executive Officer of FPL | 2024 | 1,000,000 | 0 | 6,532,879 | 1,199,996 | 1,970,000 | 359,127 | 289,155 | 11,351,157 | | | 2023 | 896,154 | 0 | 6,274,511 | 1,199,997 | 1,840,000 | 117,429 | 235,316 | 10,563,407 | | Charles E. Sieving, Executive Vice President, Chief Legal, Environmental and Federal Regulatory Affairs Officer of NextEra Energy and Executive Vice President of FPL | 2024 | 1,274,300 | 0 | 2,775,559 | 509,900 | 1,775,100 | 525,247 | 225,166 | 7,085,272 | | | 2023 | 1,274,300 | 0 | 2,665,736 | 509,894 | 1,641,300 | 423,332 | 207,615 | 6,772,178 | | | 2022 | 1,190,900 | 0 | 2,376,928 | 476,495 | 1,429,080 | 380,269 | 174,889 | 6,028,560 | | Terrell Kirk Crews II, Executive Vice President Chief Risk Officer of NextEra Energy | 2024 | 730,300 | 0 | 2,132,490 | 391,689 | 950,800 | 227,823 | 112,415 | 4,545,517 | | | 2023 | 730,300 | 0 | 2,048,115 | 391,691 | 940,600 | 204,299 | 103,552 | 4,418,556 | | | 2022 | 630,400 | 0 | 1,317,395 | 264,094 | 889,000 | 103,644 | 91,662 | 3,296,195 |
Table 2: 2024 grants of plan-based awards
Table 2: 2024 grants of plan-based awards The following table provides information about the cash and equity incentive compensation awarded to the NEOs in 2024. It is important to keep in mind the following when reviewing the table: Columns (C), (D) and (E) below set forth the range of possible payouts established under the Annual Incentive Plan for 2024 and are not amounts actually paid to the NEOs. The actual amounts paid with respect to 2024 under the Annual Incentive Plan, which is a Non-Equity Incentive Plan, as that term is used in the heading for columns (C), (D) and (E) of this table, are set forth in Table 1a: 2024 Summary Compensation Table in column (G), entitled “Non-Equity Incentive Plan Compensation.” The number of shares listed under “Estimated Future Payouts Under Equity Incentive Plan Awards” (columns (G) and (H)) represent 2024 grants of performance shares, performance-based restricted stock and performance-based restricted XPLR common units, the material terms of which are described below this table. » The number of shares listed under “All Other Option Awards: Number of Securities Underlying Options” (column (J)) and the exercise price set forth under “Exercise or Base Price of Option Awards” (column (K)) represent the number and exercise price of 2024 grants of non-qualified stock options, the material terms of which are described below this table. » In the column headed “Grant Date Fair Value of Stock and Option Awards” (column (L)), the top number is the grant date fair value of the performance share award, the next number is the grant date fair value of the performance-based restricted stock award, the third number is the grant date fair value of the stock options granted and the fourth number is the grant date fair value of XPLR performance-based restricted common units, as applicable.
TABLE 2: 2024 GRANTS OF PLAN-BASED AWARDS
TABLE 2: 2024 GRANTS OF PLAN-BASED AWARDS
TABLE 2: 2024 GRANTS OF PLAN-BASED AWARDS
| (A) | (B) | (C) | (D) | (E) | (F) | (G) | (H) | (I) | (J) | (K) | (L) | | NAME | GRANT DATE | 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 (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS(3) (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | | John W. Ketchum | — | 0 | 2,520,000 | 5,040,000 | — | — | — | — | — | — | — | | | 2/15/2024 | | | | 0 | 132,731 | 265,462 | | | | 10,014,023 | | | 2/15/2024 | | | | 0 | 5,477 | 5,477 | | | | 311,950 | | | 2/15/2024 | | | | | | | | 230,700 | 57.27 | 2,599,989 | | | 2/20/2024 | | | | 0 | 25,660 | 25,660 | | | | 727,974 | | Brian W. Bolster | — | 0 | 665,000 | 1,330,000 | — | — | — | — | — | — | — | | | 5/6/2024 | | | | 0 | 31,202 | 62,404 | | | | 3,144,288 | | | 5/6/2024 | | | | 0 | 9,543 | 9,543 | | | | 679,939 | | | 5/6/2024 | | | | 0 | 21,052 | 21,052 | | | | 1,499,955 | | | 5/6/2024 | | | | | | | | 43,899 | 71.25 | 679,996 | | Rebecca J. Kujawa | — | 0 | 1,100,000 | 2,200,000 | — | — | — | — | — | — | — | | | 2/15/2024 | | | | 0 | 80,109 | 160,218 | | | | 6,043,904 | | | 2/15/2024 | | | | 0 | 15,435 | 15,435 | | | | 883,962 | | | 2/15/2024 | | | | | | | | 120,674 | 57.27 | 1,359,996 | | | 2/20/2024 | | | | 0 | 16,778 | 16,778 | | | | 475,992 | | Armando Pimentel, Jr. | — | 0 | 1,000,000 | 2,000,000 | — | — | — | — | — | — | — | | | 2/15/2024 | | | | 0 | 70,685 | 141,370 | | | | 5,332,901 | | | 2/15/2024 | | | | 0 | 20,953 | 20,953 | | | | 1,199,978 | | | 2/15/2024 | | | | | | | | 106,477 | 57.27 | 1,199,996 | | Charles E. Sieving | — | 0 | 892,000 | 1,784,000 | — | — | — | — | — | — | — | | | 2/15/2024 | | | | 0 | 30,031 | 60,062 | | | | 2,265,719 | | | 2/15/2024 | | | | 0 | 5,786 | 5,786 | | | | 331,364 | | | 2/15/2024 | | | | | | | | 45,244 | 57.27 | 509,900 | | | 2/20/2024 | | | | | 6,291 | 6,291 | | | | 178,476 | | Terrell Kirk Crews II | — | 0 | 511,200 | 1,022,400 | — | — | — | — | — | — | — | | | 2/15/2024 | | | | 0 | 23,074 | 46,148 | | | | 1,740,841 | | | 2/15/2024 | | | | 0 | 4,445 | 4,445 | | | | 254,565 | | | 2/15/2024 | | | | | | | | 34,755 | 57.27 | 391,689 | | | 2/20/2024 | | | | 0 | 4,832 | 4,832 | | | | 137,084 |
TABLE 2: 2024 GRANTS OF PLAN-BASED AWARDS
(1) Non-Equity Incentive Plan awards are paid under the Annual Incentive Plan, the material terms of which are described in Compensation Discussion & Analysis. For 2024, amounts payable were paid in cash in February 2025. See column (G) of Table 1a: 2024 Summary Compensation Table for actual amounts paid with respect to 2024 under the Annual Incentive Plan. In 2024, each NEO was granted awards of performance shares and performance-based restricted stock under the 2021 LTIP and, for Mrs. Kujawa and Messrs. Ketchum, Crews and Sieving, performance-based restricted XPLR common units under the NEP 2014 LTIP. Performance shares were granted in 2024 for a three-year performance period ending December 31, 2026. The number of shares which will ultimately be paid to each NEO at the end of the performance period will be determined by multiplying the NEO’s target number of performance shares by a percentage determined by the Compensation Committee based on the Company’s performance over the three-year performance period (as more fully described in Compensation Discussion & Analysis), which may not exceed 200% of the target award. See footnotes (4) through (8) to Table 3: 2024 Outstanding Equity Awards at Fiscal Year End for further information about the vesting of performance-based restricted stock and performance-based restricted XPLR common units. (3) Non-qualified stock options were granted under the 2021 LTIP in 2024. The stock options generally vest and become exercisable at the rate of one-third per year beginning approximately one year from date of grant and are fully exercisable after three years. See footnote (1) to Table 3: 2024 Outstanding Equity Awards at Fiscal Year End for further information about the vesting of stock options. All stock options were granted at an exercise price of 100% of the closing price of NextEra Energy common stock on the date of grant. (4) The amounts shown are the value of the equity-based compensation grants as of the 2024 grant date under applicable accounting rules.
Additional disclosure related to 2024 summary compensation table and 2024 grants of plan-based awards table
Additional disclosure related to 2024 summary compensation table and 2024 grants of plan-based awards table
Additional disclosure related to 2024 summary compensation table and 2024 grants of plan-based awards table
| MATERIAL TERMS OF EQUITY GRANTS TO NEOS IN 2024 | | | | | EQUITY TYPE | VESTING CONDITIONS | IMPACT OF TERMINATION | OTHER PROVISIONS | | PERFORMANCE SHARES | May vest in full or in part upon the occurrence of certain events, such as a change in control, death, disability or some retirements | Forfeited if employment terminates prior to vesting, or prior to the end of the performance period, in all other instances (subject to terms of Retention Agreements and the Severance Plan) | Award agreements include non-solicitation and non-competition provisions | | NON-QUALIFIED STOCK OPTIONS | | | | | PERFORMANCE-BASED RESTRICTED STOCK | May vest in full or in part prior to or on normal vesting date and, in some circumstances, without regard to satisfaction of performance objectives, upon the occurrence of certain events, such as a change in control, death, disability or some retirements | | | | PERFORMANCE-BASED RESTRICTED XPLR COMMON UNITS | | | |
Additional disclosure related to 2024 summary compensation table and 2024 grants of plan-based awards table
DETERMINATION OF AMOUNT PAYABLE UNDER ANNUAL INCENTIVE PLAN TO NEOS See Compensation Discussion & Analysis for a description of the criteria used to determine the amount payable to each NEO under the Annual Incentive Plan (Non-Equity Incentive Plan Compensation).
Table 3: 2024 outstanding equity awards at fiscal year end
Table 3: 2024 outstanding equity awards at fiscal year end The following table provides information about equity incentive awards granted to the NEOs in 2024 and in prior years. It is important to keep in mind the following when reviewing the table: » The number of shares listed in column (I), “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested,” includes both performance shares, at maximum payout level (in accordance with applicable SEC rules), prior to the expiration of the performance period, and performance-based restricted stock, performance-based restricted stock units and performance-based restricted XPLR common units prior to the satisfaction of the performance and time criteria required for vesting. As required by SEC rules, the amounts listed in column (J), “Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested,” represent the value of performance-based restricted stock, performance-based restricted stock units and performance-based restricted XPLR common units and performance share awards at maximum payout levels. These amounts were not realized by the NEOs during 2024, and the value of awards which vest at a later date is likely to be different from the amount listed, based on, among other factors, the performance of the Company and the price of the Company’s common stock.
TABLE 3: 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
TABLE 3: 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
TABLE 3: 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (A) | (B) | (C) | (D) | (E) | (F) | (G) | (H) | (I) | (J) | | NAME | OPTION AWARDS | | | | | STOCK AWARDS | | | | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE(1) (#) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE(1)(2) (#) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(3) ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(4) (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3) ($) | | John W. Ketchum | 75,068 | 0 | 0 | 27.92 | 2/12/2026 | | | | | | | 98,140 | 0 | 0 | 31.72 | 2/17/2027 | | | | | | | 90,768 | 0 | 0 | 38.61 | 2/15/2028 | | | | | | | 106,440 | 0 | 0 | 45.65 | 2/14/2029 | | | | | | | 89,972 | 0 | 0 | 68.87 | 2/13/2030 | | | | | | | 99,595 | 0 | 0 | 83.95 | 2/11/2031 | | | | | | | 139,420 | 69,710(5) | 0 | 75.38 | 2/17/2032 | | | | | | | 57,585 | 115,172(6) | 0 | 75.69 | 2/16/2033 | | | | | | | 0 | 230,700(7) | 0 | 57.27 | 2/15/2034 | | | | | | | | | | | | — | — | 458,770(9) | 32,889,221(9) | | | | | | | | — | — | 9,356(10) | 670,732(10) | | | | | | | | — | — | 65,516(11) | 4,696,861(11) | | | | | | | | — | — | 35,561(12) | 632,986(12) | | Brian W. Bolster | 0 | 43,899(8) | 0 | 71.25 | 5/6/2034 | | | | | | | | | | | | — | — | 62,404(9) | 4,473,743(9) | | | | | | | | — | — | 30,595(10) | 2,193,356(10) | | Rebecca J. Kujawa | 56,120 | 0 | 0 | 45.65 | 2/14/2029 | | | | | | | 51,396 | 0 | 0 | 68.87 | 2/13/2030 | | | | | | | 60,981 | 0 | 0 | 83.95 | 2/11/2031 | | | | | | | 70,108 | 35,054(5) | 0 | 75.38 | 2/17/2032 | | | | | | | 30,121 | 60,244(6) | 0 | 75.69 | 2/17/2033 | | | | | | | 0 | 120,674(7) | 0 | 57.27 | 2/15/2034 | | | | | | | | | | | | — | — | 276,888(9) | 19,850,101(9) | | | | | | | | — | — | 26,383(10) | 1,891,397(10) | | | | | | | | — | — | 65,516(11) | 4,696,861(11) | | | | | | | | — | — | 23,179(12) | 412,586(12) | | Armando Pimentel, Jr. | 145,140 | 0 | 0 | 27.92 | 2/12/2026 | | | | | | | 157,464 | 0 | 0 | 31.72 | 2/17/2027 | | | | | | | 129,460 | 0 | 0 | 38.61 | 2/15/2028 | | | | | | | 20,840 | 0 | 0 | 45.65 | 2/14/2029 | | | | | | | 26,578 | 53,156(6) | 0 | 75.69 | 2/16/2033 | | | | | | | 0 | 106,477(7) | 0 | 57.27 | 2/15/2034 | | | | | | | | | | | | — | — | 244,314(9) | 17,514,871(9) | | | | | | | | — | — | 31,523(10) | 2,259,884(10) |
TABLE 3: 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (A) | (B) | (C) | (D) | (E) | (F) | (G) | (H) | (I) | (J) | | NAME | OPTION AWARDS | | | | | STOCK AWARDS | | | | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE(1) (#) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE(1)(2) (#) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(3) ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(4) (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3) ($) | | Charles E. Sieving | 67,100 | 0 | 0 | 45.65 | 2/14/2029 | | | | | | | 51,044 | 0 | 0 | 68.87 | 2/13/2030 | | | | | | | 43,846 | 0 | 0 | 83.95 | 2/11/2031 | | | | | | | 30,369 | 15,185(5) | 0 | 75.38 | 2/17/2032 | | | | | | | 11,293 | 22,587(6) | 0 | 75.69 | 2/16/2033 | | | | | | | 0 | 45,244(7) | 0 | 57.27 | 2/15/2034 | | | | | | | | | | | | — | — | 103,798(9) | 7,441,279(9) | | | | | | | | — | — | 10,074(10) | 722,205(10) | | | | | | | | — | — | 65,516(11) | 4,696,861(11) | | | | | | | | — | — | 8,797(12) | 156,587(12) | | T. Kirk Crews | 5,612 | 0 | 0 | 31.72 | 2/17/2027 | | | | | | | 4,720 | 0 | 0 | 38.61 | 2/15/2028 | | | | | | | 9,340 | 0 | 0 | 45.65 | 2/14/2029 | | | | | | | 7,748 | 0 | 0 | 68.87 | 2/13/2030 | | | | | | | 6,123 | 0 | 0 | 83.95 | 2/11/2031 | | | | | | | 16,832 | 8,416(5) | 0 | 75.38 | 2/17/2032 | | | | | | | 8,675 | 17,351(6) | 0 | 75.69 | 2/16/2033 | | | | | | | 0 | 34,755(7) | 0 | 57.27 | 2/15/2034 | | | | | | | | | | | | — | — | 79,752(9) | 5,717,421(9) | | | | | | | | — | — | 7,446(10) | 533,804(10) | | | | | | | | — | — | 6,589(12) | 117,284(12) |
TABLE 3: 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
(1) All stock options are non-qualified. All options listed as exercisable at December 31, 2024 were fully vested at that date. (2) Stock options vest one third per year on the anniversary of the grant date until they become fully vested on the third anniversary of the grant date. (3) Market value of the performance shares, performance-based restricted stock and performance-based restricted stock units is based on the closing price of NextEra Energy common stock on December 31, 2024 of $71.69. Market value of the unvested performance-based restricted XPLR common units is based on the closing price of XPLR common units on December 31, 2024 of $17.80. (4) Performance shares generally vest on the last day of the applicable performance period, with payouts determined by the Compensation Committee at its first regular meeting after the end of the year. Because the end of the performance period for the performance shares granted to each of the NEOs in 2022 was December 31, 2024, these performance shares are not included in Table 3: 2024 Outstanding Equity Awards at Fiscal Year End and are included in Table 4: 2024 Option Exercises and Stock Vested under columns (D) and (E), “Stock Awards — Number of Shares Acquired on Vesting” and “Stock Awards — Value Realized on Vesting,” and discussed in footnote (1) to that table. (5) Represents the balance of stock options granted on February 17, 2022, which vested February 15, 2025. (6) Represents stock options granted on February 16, 2023, one-half of which vested February 15, 2025 and the remaining one-half will vest on February 15, 2026. (7) Represents stock options granted on February 15, 2024, one-third of which vested on February 15, 2025 and the remainder of which vests in equal annual installments on February 15, 2026 and February 15, 2027. (8) Represents stock options granted on May 6, 2024, one-third of which will vest on May 6, 2025 and the remainder of which vests in equal annual installments on May 6, 2026 and May 6, 2027. The amount shown represents performance shares of NextEra Energy stock counted at the maximum payout of 200%. For Mr. Ketchum, the original number of shares granted was 96,654 and 132,731, which vest on 12/31/2025 and 12/31/2026, respectively. For Mr. Bolster, the original number of shares granted was 31,202, which vest on 12/31/2026. For Mrs. Kujawa, the original number of shares granted was 58,335 and 80,109, which vest on 12/31/2025 and 12/31/2026, respectively. For Mr. Pimentel, the original number of shares granted was 51,472 and 70,685, which vest on 12/31/2025 and 12/31/2026, respectively. For Mr. Sieving, the original number of shares granted was 21,868 and 30,031, which vest on 12/31/2025 and 12/31/2026, respectively. For Mr. Crews, the original number of shares granted was 16,802 and 23,074, which vest on 12/31/2025 and 12/31/2026, respectively (10) The amount shown represents performance-based restricted stock of NextEra Energy. For Mr. Ketchum, the number of shares vesting is as follows: 4,350 on 2/15/2025, 3,190 on 2/15/2026 and 1,816 on 2/15/2027. For Mr. Bolster, the number of shares vesting is as follows: 3,181 on 5/6/2025, 3,181 on 5/6/2026 and 24,233 on 5/6/2027. For Mrs. Kujawa, the number of shares vesting is as follows: 12,200 on 2/15/2025, 9,038 on 2/15/2026 and 5,145 on 2/15/2027. For Mr. Pimentel, the number of shares vesting is as follows: 12,269 on 2/15/2025, 12,269 on 2/15/2026 and 6,985 on 2/15/2027. For Mr. Sieving, the number of shares vesting is as follows: 4,756 on 2/15/2025, 3,389 on 2/15/2026 and 1,929 on 2/15/2027. For Mr. Crews, the number of shares vesting is as follows: 3,361 on 2/15/2025, 2,603 on 2/15/2026 and 1,482 on 2/15/2027. (11) The amount shown represents shares of performance-based restricted NextEra Energy stock units (including shares added to the award upon the reinvestment of dividend equivalents), granted 2/11/2021 pursuant to a one-time executive transition award. For Messrs. Ketchum and Sieving, and Mrs. Kujawa, the number of shares vesting is 32,758 on 2/15/2026 and 32,759 on 2/15/2031. (12) The amount shown represents performance-based restricted XPLR common units. For Mr. Ketchum, the number of units vesting is as follows: 14,938 on 2/15/2025, 12,069 on 2/15/2026, and 8,554 on 2/15/2027. For Mrs. Kujawa, the number of units vesting is as follows: 9,694 on 2/15/2025, 7,892 on 2/15/2026, and 5,593 on 2/15/2027. For Mr. Sieving, the number of units vesting is as follows: 3,741 on 2/15/2025, 2,959 on 2/15/2026, and 2,097 on 2/15/2027. For Mr. Crews, the number of units vesting is as follows: 2,705 on 2/15/2025, 2,273 on 2/15/2026, and 1,611 on 2/15/2027.
Table 4: 2024 option exercises and stock vested
Table 4: 2024 option exercises and stock vested The following table provides information about the NEOs’ stock awards which vested in 2024. It is important to keep in mind the following when reviewing the table: » The “Number of Shares Acquired on Vesting” (column (D)) represents performance shares granted in 2022 for the performance period which ended in 2024, as well as performance-based restricted stock vesting in 2024 from grants made in prior years. The Compensation Committee looks at the value of these grants as of the date of grant, rather than as of the date of vesting, when making compensation determinations. » The “Value Realized on Vesting” (column (E)) represents the aggregate payout value of the vested performance shares and vested performance-based restricted stock.
TABLE 4: 2024 OPTION EXERCISES AND STOCK VESTED
TABLE 4: 2024 OPTION EXERCISES AND STOCK VESTED
TABLE 4: 2024 OPTION EXERCISES AND STOCK VESTED
| (A) | (B) | (C) | (D) | (E) | | NAME | OPTION AWARDS | | STOCK AWARDS | | | | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING(1) (#) | VALUE REALIZED ON VESTING(1) ($) | | John W. Ketchum | 0 | 0 | 141,432 | 9,330,188 | | Brian W. Bolster | 0 | 0 | 0 | 0 | | Rebecca J. Kujawa | 0 | 0 | 88,170 | 5,750,565 | | Armando Pimentel, Jr. | 99,412 | 5,377,692 | 5,284 | 302,615 | | Charles E. Sieving | 67,588 | 2,934,276 | 38,526 | 2,506,692 | | Terrell Kirk Crews II | 0 | 0 | 21,485 | 1,399,132 |
TABLE 4: 2024 OPTION EXERCISES AND STOCK VESTED
(1) Includes:
TABLE 4: 2024 OPTION EXERCISES AND STOCK VESTED
| NAME | NUMBER OF PERFORMANCE- BASED RESTRICTED NEE STOCK # | VALUE $ | NUMBER OF PERFORMANCE- BASED RESTRICTED XPLR COMMON UNITS # | VALUE $ | NUMBER OF PERFORMANCE SHARES (#) | VALUE ($) | | John W. Ketchum | 5,074 | 290,588 | 7,819 | 221,825 | 128,539 | 8,817,775 | | Brian W. Bolster | 0 | 0 | 0 | 0 | 0 | 0 | | Rebecca J. Kujawa | 8,610 | 493,095 | 4,980 | 141,283 | 74,580 | 5,116,188 | | Armando Pimentel, Jr. | 5,284 | 302,615 | 0 | 0 | 0 | 0 | | Charles E. Sieving | 3,946 | 225,987 | 2,274 | 64,513 | 32,306 | 2,216,192 | | Terrell Kirk Crews II | 2,396 | 137,219 | 1,183 | 33,562 | 17,906 | 1,228,352 |
Table 5: Pension benefits
Table 5: Pension benefits The table and description below provide information about the NEOs’ pension benefits. It is important to keep in mind the “Present Value of Accumulated Benefit” (column (D)) listed for the SERP includes the present value of such benefits in the defined benefit portion of the SERP only, and disclosure of information related to the defined contribution portion of the SERP can be found in the next table, Table 6: Non-qualified Deferred Compensation.
Table 5: Pension benefits
| (A) | (B) | (C) | (D) | (E) | | NAME | PLAN NAME | NUMBER OF YEARS CREDITED SERVICE (#) | PRESENT VALUE OF ACCUMULATED BENEFIT ($) | PAYMENTS DURING LAST FISCAL YEAR($) | | John W. Ketchum(1) | NextEra Energy, Inc. Employee Pension Plan | 22 | 466,576 | 0 | | | SERP(3) | 22 | 3,682,003 | 0 | | Brian W. Bolster(1) | NextEra Energy, Inc. Employee Pension Plan | 1 | 0 | 0 | | | SERP(3) | 1 | 0 | 0 | | Rebecca J. Kujawa(1) | NextEra Energy, Inc. Employee Pension Plan | 18 | 343,765 | 0 | | | SERP(3) | 18 | 1,574,621 | 0 | | Armando Pimentel, Jr.(1) | NextEra Energy, Inc. Employee Pension Plan | 13 | 286,145 | 0 | | | SERP(2)(3) | 13 | 414,252 | 0 | | Charles E. Sieving(1) | NextEra Energy, Inc. Employee Pension Plan | 16 | 322,940 | 0 | | | SERP(3) | 16 | 3,468,148 | 0 | | Terrell Kirk Crews II(1) | NextEra Energy, Inc. Employee Pension Plan | 9 | 147,469 | 0 | | | SERP(3) | 9 | 589,012 | 0 |
Table 5: Pension benefits
(1) For Mrs. Kujawa and Messrs. Ketchum, Bolster, Pimentel, Sieving and Crews the amounts shown are their respective accrued pension benefits as of December 31, 2024, which are equal to their respective cash balance account values in the tax qualified employee pension plan and in the SERP at December 31, 2024. Mrs. Kujawa and Messrs. Ketchum, Pimentel, Sieving and Crews are fully vested in both plans. Each NEO is entitled to his or her fully vested accrued account balances upon termination of employment. (2) Mr. Pimentel’s years of credited service include the years of prior service prior to rejoining the Company; he did not receive a SERP enhancement. (3) NextEra Energy’s non-qualified SERP provides both defined benefit and defined contribution benefits. See Additional Disclosure Related to Pension Benefits Table, below. The defined benefit portion of the SERP is shown in this table, while amounts attributable to the defined contribution portion of the SERP are included in Table 1a: 2024 Summary Compensation Table under column (I), “All Other Compensation” (amounts for which are detailed in Table 1b: 2024 Supplemental All Other Compensation), and also are reported in Table 6: Non-qualified Deferred Compensation under columns (C), (D) and (F).
Additional disclosure related to pension benefits table
Additional disclosure related to pension benefits table NextEra Energy maintains two non-contributory defined benefit retirement plans: a tax-qualified employee pension plan and a non-qualified SERP. EMPLOYEE PENSION PLAN NextEra Energy’s tax-qualified employee pension plan is a cash balance plan in which credits to each active, full-time employee’s account are determined as a percentage of his or her monthly covered earnings, with “basic crediting” of 4.5% until the fifth anniversary of employment and 6% thereafter. Covered earnings for each NEO are limited to base salary and do not include annual incentive compensation, long-term incentive compensation or any other compensation included in Table 1a: 2024 Summary Compensation Table. Each employee’s cash balance account is also credited quarterly with interest at an annual rate equal to the average rates of interest paid on one-year Treasury Constant Maturities for the month of August of the preceding calendar year. The interest crediting rate is subject to a 3% minimum for account balances earned after 2014 and a 4% minimum for account balances earned prior to 2015 and to a 14% maximum. For 2024, the interest crediting rate was 5.37% for account balances earned prior to 2015 and 5.37% for account balances earned after 2014. Benefits under the cash balance formula are not reduced for employer contributions to Social Security or other offset amounts. Under the tax-qualified employee pension plan, benefits are cliff-vested after three full years of service and employees may become fully vested if they are participants in the qualified plan at a time when the Company decides to transfer a portion of pension plan assets to fund retiree medical benefits. All NEOs, other than Mr. Bolster, are fully vested. All vested participants are eligible for lump sum payment of benefits following termination of employment, and certain annuity forms of payment also are available to all employees, including the NEOs. SERP For the reasons described in Compensation Discussion & Analysis, NextEra Energy maintains an unfunded SERP for its executive officers, including the NEOs. The SERP’s defined benefit formula for NEOs provides two times the normal cash balance crediting rate of the tax-qualified employee pension plan (“Double Basic Credits”). Also for the SERP, the Double Basic Credits are applied to base salary plus bonus paid during the year (versus base salary only). The normal cash balance crediting rate is 4.5% of base salary prior to five years of service and 6% of base salary thereafter. Double the basic crediting rate is therefore 9% and 12% of base salary plus bonus paid during the year for the SERP. Benefits for all NEOs are calculated in this manner. SERP benefits are cliff-vested after five full years of total service and all NEOs, with the exception of Mr. Bolster, were fully vested as of December 31, 2024. All vested participants are eligible for lump sum payment of benefits following termination of employment (subject to timing restrictions imposed by section 409A of the Code) or may elect certain annuity forms of payment.
Table 6: Non-qualified deferred compensation
Table 6: Non-qualified deferred compensation The table and description below provide information about the NEOs’ non-qualified deferred compensation. It is important to keep in mind the following when reviewing the table: » The amounts shown under the heading “Aggregate Earnings in Last FY” (column (D)) represent earnings in the Deferred Compensation Plan, in the defined contribution portion of the SERP. » The amounts shown under the heading “Aggregate Balance at Last FYE” (column (F)) represent balances in the Deferred Compensation Plan and in the defined contribution portion of the SERP.
TABLE 6: NON-QUALIFIED DEFERRED COMPENSATION
TABLE 6: NON-QUALIFIED DEFERRED COMPENSATION
TABLE 6: NON-QUALIFIED DEFERRED COMPENSATION
| (A) | (B) | (C) | (D) | (E) | (F) | | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY(1) ($) | REGISTRANT CONTRIBUTIONS IN LAST FY(2) ($) | AGGREGATE EARNINGS IN LAST FY(3) ($) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT LAST FYE(4) ($) | | John W. Ketchum | 0 | 278,673 | 330,487 | 0 | 2,015,993 | | Brian W. Bolster | 0 | 17,684 | 1,785 | 0 | 19,469 | | Rebecca J. Kujawa | 0 | 132,003 | 102,779 | 0 | 650,322 | | Armando Pimentel, Jr. | 0 | 118,513 | 17,417 | 0 | 159,587 | | Charles E. Sieving | 0 | 122,104 | 436,351 | 0 | 2,584,070 | | Terrell Kirk Crews II | 0 | 62,981 | 64,458 | 0 | 397,603 |
TABLE 6: NON-QUALIFIED DEFERRED COMPENSATION
(1) The Deferred Compensation Plan permits deferral (up to 100%) of salary, annual incentive and performance shares. (2) The SERP includes a defined contribution component which provides a match on NEOs’ base and annual incentive earnings above the IRS limit, which was $345,000 for 2024. The 4.75% match is the same as the match opportunity provided to participants in the Company’s 401(k) plan. As with the 401(k) plan, crediting of matching contributions under the defined contribution component of the SERP is in the form of phantom NextEra Energy common stock. All amounts shown in this column also are included in Table 1a: 2024 Summary Compensation Table in column (I), “All Other Compensation” (amounts for which are detailed in Table 1b: 2024 Supplemental All Other Compensation). (3) Earnings include the sum of each participant’s annual earnings (which includes, among other things, stock price appreciation on stock-based deferred compensation) in the Deferred Compensation Plan and in the defined contribution portion of the SERP. Earnings include Deferred Compensation Plan earnings of $12,540 for Mr. Sieving. Mrs. Kujawa and Messrs. Ketchum, Bolster, Crews and Pimentel have not deferred any compensation under this plan. Earnings for the defined contribution component of the SERP were as follows: Mr. Ketchum $330,487, Mr. Bolster $1,785, Mrs. Kujawa $102,779, Mr. Pimentel $17,417, Mr. Sieving $436,351 and Mr. Crews $64,458. None of these amounts are included in Table 1a: 2024 Summary Compensation Table since no above-market interest was credited in 2024. Deferred Compensation Plan accounts include fully vested and earned compensation plus earnings. The Company views deferred compensation as a vehicle for retirement planning rather than as a means of providing additional compensation. Mr. Sieving had a Deferred Compensation Plan balance of $119,221. Mrs. Kujawa and Messrs. Ketchum, Bolster, Crews and Pimentel have not deferred any cash compensation or performance shares and therefore have no balances in the Deferred Compensation Plan. Balances for the defined contribution component of the SERP were as follows: Mr. Ketchum $2,015,993 (of which $908,168 was previously reported as compensation in prior Summary Compensation Tables for years prior to 2024), Mr. Bolster $19,469 (of which $0 was previously reported as compensation in prior Summary Compensation Tables for years prior to 2024), Mrs. Kujawa $650,322 (of which $375,694 was previously reported as compensation in prior Summary Compensation Tables for the years prior to 2024), Mr. Pimentel $159,587 (of which $26,892 was previously reported as compensation in prior Summary Compensation Tables for years prior to 2024), Mr. Sieving $2,584,070 (of which $591,039 was previously reported in prior Summary Compensation Tables for years prior to 2024), Mr. Crews $397,603 (of which $98,298 was previously reported as compensation in prior Summary Compensation Tables for years prior to 2024).
Additional disclosure related to non-qualified deferred compensation table
Additional disclosure related to non-qualified deferred compensation table Cash deferral elections under the Deferred Compensation Plan must be made prior to the period in which the cash is earned and can range, in whole percentages, from 1% to 100% of a participant’s base salary and/or annual incentive award. Equity deferral elections must be made by December 31 of the year preceding the beginning of the applicable performance period, and participants electing to defer performance shares may defer all or a portion of the payout amount. Deferred Compensation Plan earnings are not guaranteed by the Company. The Company’s contributions to the SERP for each NEO also are considered deferred compensation. The contributions and earnings in Table 6: Non-qualified Deferred Compensation include those from the non-qualified defined contribution portion of the SERP. Distributions are in the form of lump sum payments, which may be subject to a six-month delay following termination of employment in compliance with Code Section 409A. Earnings in 2024 from previous deferrals of cash compensation came from phantom investments in the investment vehicles, which mirror the funds available to participants in the Company’s 401(k) plan and include mutual funds, index funds and similar investment alternatives offered to participants under the Company’s 401(k) plan. The Company does not provide a guaranteed rate of return on these funds.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL For the reasons discussed in Compensation Discussion & Analysis, NextEra Energy has entered into the Retention Agreements, which commit the Company to make payments to NEOs under special circumstances. Generally, these are changes in corporate control of the Company and termination of the NEO’s employment. In accordance with SEC instructions, these quantitative disclosures assume a change in control took place on December 31, 2024. In fact, no change in control of the Company occurred on that date and no NEO’s employment terminated on that date. If such an event were to occur in the future, actual payments would likely be different from those presented here based on various factors, including the NextEra Energy common stock price at such time. Consistent with SEC instructions, the amounts shown in the tables that follow exclude obligations due from the Company to the NEO following a triggering event for: (1) any earned but unpaid base salary, annual incentive compensation and long-term incentive compensation through the date of termination; (2) vested benefits under the Company’s employee pension and 401(k) plans and all other benefit plans in accordance with their terms and conditions; (3) accrued vacation pay; (4) reimbursement of reasonable business expenses incurred prior to the date of termination; and (5) any other compensation or benefits to which the NEO may be entitled under and in accordance with the Company’s generally applicable non-discriminatory plans or employee benefit programs, including the retiree medical plan. Furthermore, all payments shown in the tables exclude the obligations of the Company to the NEO for vested benefits under the SERP and the Deferred Compensation Plan. See Table 5: Pension Benefits and Table 6: Non-qualified Deferred Compensation for the values of accumulated SERP and Deferred Compensation Plan benefits at December 31, 2024.
Potential payments under retention agreements
Potential payments under retention agreements Each NEO is a party to a Retention Agreement with the Company. These agreements generally provide for certain protections and benefits to the NEO in the event of a change in control of the Company in exchange for the NEO’s continued full-time commitment to the interests of the Company during a transition period of three years following a change in control. The NEOs also undertake confidentiality commitments requiring them to hold in a fiduciary capacity all secret or confidential information relating to the Company and, under most circumstances, not to divulge any such information either during or after the period of employment. Each Retention Agreement provides for a mutual commitment to the NEO’s continued employment for a period of three years following a change in control of the Company. If a change in control occurs, absent a termination of employment, the NEOs, other than Mr. Bolster, Mr. Crews and Mr. Pimentel, generally will receive an accelerated payout or vesting of previously granted equity-based awards the NEO would otherwise have received in the normal course of business had the change in control not occurred and had the NEO’s employment continued over the remaining vesting periods. Mr. Bolster, Mr. Crews and Mr. Pimentel will receive an accelerated payout or vesting of previously granted equity-based awards following a change in control and termination of employment. Tables 7a and 7b and the accompanying discussion of the Retention Agreements set forth the details of the estimated payments that would have been made to the NEOs (on December 31, 2024 and December 31, 2025, respectively) had a change in control actually occurred at the close of business on December 31, 2024, assuming each of the NEOs continued in employment throughout 2024.
Potential payments under the Severance Plan
Potential payments under the Severance Plan The Severance Plan provides for the payment of severance benefits to the NEOs and to certain other senior executives if their employment is involuntarily terminated other than for Cause, defined below (and other than in a termination governed by the terms of the Retention Agreements). See Compensation Discussion & Analysis for a discussion of the purpose of the Severance Plan. The Severance Plan provides severance benefits following involuntary termination other than for Cause in exchange for entry into a release of claims against the Company and an agreement (the “Non-Competition Agreement”) to adhere to certain non-competition and related covenants protective of the Company. Following a covered involuntary termination and the execution of the release and the Non-Competition Agreement, the NEO would receive a cash payment equal to two times his or her annual base salary plus two times his or her target annual incentive compensation for the year of termination, payable in two equal annual installments. In addition, the NEO’s outstanding equity and equity-based awards would vest pro rata and become payable at the end of any applicable performance periods, subject to the attainment by the Company of the specified performance objectives. The NEO also would receive certain ancillary benefits, including outplacement assistance or payment in an amount equal to the value of the outplacement assistance. Amounts payable under the Severance Plan are subject to a cap equal to six times the average of the NEO’s last three years’ base salary plus annual incentive. If the employment of Mrs. Kujawa or Messrs. Ketchum, Bolster, Pimentel, Sieving or Crews, or any of them, had been involuntarily terminated on December 31, 2024 in circumstances triggering the Company’s obligations under the Severance Plan, the Company estimates the amounts shown in Table 9 below would have become payable.
Potential payments under Equity Award Agreements
Potential payments under Equity Award Agreements The award agreements for each long term equity incentive award outstanding during 2024 (except the executive transition awards for Mrs. Kujawa and Messrs. Ketchum and Sieving, the terms of which are described below) contain provisions which govern treatment of the award in the event of the NEO’s termination of employment due to death, disability, retirement at or after age 55 (“normal retirement”), or retirement after age 50 meeting terms and conditions set by, and acceptable to, the Compensation Committee (an “approved early retirement”). Under the terms of the equity award agreements (other than the executive transition awards), each outstanding unvested equity award vests on a pro rata basis for service through the date of death or disability or normal retirement (for performance share, stock option, performance-based restricted stock and performance-based restricted XPLR common unit awards based on days of service completed during the vesting period). The pro rata portion of each stock option, performance-based restricted stock and performance-based restricted XPLR common unit award is vested upon death or disability. In the case of normal retirement, stock option awards vest upon retirement and performance-based restricted stock and XPLR common units generally vest upon their normal vesting date following satisfaction of applicable performance criteria. The pro rata portion of each performance share award is paid after the end of the performance period, subject to satisfaction of applicable performance criteria. See Table 3: 2024 Outstanding Equity Awards at Fiscal Year End for information for each NEO as of December 31, 2024 about outstanding unvested equity awards which would vest as determined in the manner set forth above upon death, disability or normal retirement. If an NEO was eligible for, and retired in accordance with, an approved early retirement, all outstanding and unvested equity awards (except the executive transition awards, as described below) would vest in full, and would be paid out either on the vesting schedule set forth in each award agreement or upon retirement, generally subject to satisfaction of applicable performance criteria. The value of the prorated outstanding long-term incentive awards at December 31, 2024 for each of the NEOs would have been approximately: Mr. Ketchum, $10,401,310; Mr. Bolster $1,367,880; Mrs. Kujawa, $7,130,470; Mr. Pimentel, $6,364,640; Mr. Sieving, $2,687,280; and Mr. Crews, $2,041,490. As of December 31, 2024, each of Messrs. Ketchum, Pimentel and Sieving were of an age which would have made them eligible for consideration by the Compensation Committee for an approved early retirement. If the Compensation Committee had approved an early retirement for any of Messrs. Ketchum, Pimentel or Sieving on that date (which the Compensation Committee did not do), the value on December 31, 2024 of the outstanding long-term incentive awards that would have continued to vest on their original terms (performance shares and performance-based restricted stock and XPLR common units as applicable) or vested (options) would have been approximately: Mr. Ketchum, $21,075,020; Mr. Pimentel, $12,552,720; and Mr. Sieving, $5,251,850. The award agreements governing the executive transition awards of Mrs. Kujawa and Messrs. Ketchum and Sieving provide for partial accelerated vesting of the stock and accrued dividends upon death or disability, according to a schedule contained in the award agreement. The award agreement does not provide for accelerated vesting upon retirement. If Mrs. Kujawa or Messrs. Ketchum or Sieving had terminated employment on December 31, 2024 due to death or disability, 50% of their total executive transition award granted in 2021 would have vested. The value of the unvested shares vesting solely due to death or disability would have been approximately $2,348,421. All equity award agreements (including the agreements governing the executive transition awards) include non-solicitation and non-competition provisions (effective during employment and for a two-year period after termination), as well as non-disparagement provisions. The terms of these protective covenants survive the termination of the award agreement and termination of employment.
Pay Versus Performance (PVP)
Pay Versus Performance (PVP) Provided below is the Company’s “Pay Versus Performance” disclosure as required pursuant to Item 402(v) of Regulation S-K. As required by Item 402(v), we have included: » A tabular list of the most important measures our Compensation Committee used in 2024 to link pay calculated in accordance with Item 402(v) (referred to as “Compensation Actually Paid”, or CAP) to Company performance; » A table that compares the total compensation of our Named Executive Officers as presented in the Summary Compensation Table (“SCT”) for each year to CAP and specified performance measures; and » A discussion of: — the relationship between our cumulative TSR and the TSR of the S&P 500 Utilities Index (“Peer Group TSR”); — the relationship between CAP and our TSR; — the relationship between CAP and our Net Income; and — the relationship between CAP and the Company’s Adjusted EPS for each year, which is our Company Selected Measure (“CSM”). The CSM represents, in our assessment, the most important financial performance measure used to link CAP to Company performance. This disclosure has been prepared in accordance with Item 402(v) and does not necessarily reflect value actually realized by our NEOs or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, the Compensation Committee does not use CAP as a basis for making compensation decisions. Please refer to our Compensation Discussion & Analysis on pages 35 to 83 for a discussion of our executive compensation program objectives and the ways in which we design our program to align executive compensation with Company performance.
Tabular list of most important measures to determine 2024 compensation actually paid
Tabular list of most important measures to determine 2024 compensation actually paid The list below represents the financial performance measures that the Company considers to have been the most important in linking CAP to our PEO and non-PEO NEOs for 2024 to Company performance. The measures are not ranked. Descriptions of these measures, and the manner in which these measures determine the amounts of incentive compensation paid to our NEOs, is described in our Compensation Discussion & Analysis within the sections titled “2024 Annual Performance-Based Incentive Compensation” and “2024 Long-Term Performance-Based Equity Compensation.” » Adjusted EPS » Adjusted ROE Adjusted Earnings
Pay Versus Performance table
Pay Versus Performance table
Pay Versus Performance table
| Year(1) | Summary Compensation Table Total for First PEO ($) | Summary Compensation Table Total for Second PEO ($) | Compensation Actually Paid to First PEO(2) ($) | Compensation Actually Paid to Second PEO(2) ($) | Average Summary Compensation Table Total for non-PEO NEOs ($) | Average Compensation Actually Paid to non-PEO NEOs(2) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($MMs)(4) | Adjusted EPS(5) ($) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return(3) ($) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 21,138,476 | N/A | 35,196,570 | N/A | 9,028,721 | 13,245,654 | 133.20 | 137.70 | 6,946 | 3.43 | | 2023 | 20,591,124 | N/A | 7,211,720 | N/A | 8,470,154 | 3,917,791 | 109.62 | 107.78 | 6,282 | 3.17 | | 2022 | 40,406,018 | 17,414,329 | 34,410,149 | 18,918,020 | 7,394,893 | 7,426,310 | 146.74 | 118.17 | 3,246 | 2.90 | | 2021 | 25,335,936 | N/A | 55,348,220 | N/A | 13,316,860 | 19,729,777 | 160.51 | 118.24 | 2,827 | 2.55 | | 2020 | 23,720,707 | N/A | 63,079,713 | N/A | 6,454,940 | 12,715,279 | 130.08 | 100.49 | 2,369 | 2.31 |
Pay Versus Performance table
(1) During 2023 and 2024, our PEO was Mr. Ketchum. During 2022, our PEOs were James L. Robo (first PEO) and Mr. Ketchum (second PEO). During 2021 and 2020, our PEO was Mr. Robo. During 2024, our non-PEO NEOs consisted of Mr. Bolster, Mrs. Kujawa, Mr. Pimentel, Mr. Sieving and Mr. Crews. During 2023, our non-PEO NEOs consisted of Mr. Crews, Mrs. Kujawa, Mr. Pimentel and Mr. Sieving. During 2022, our non-PEO NEOs consisted of Mr. Crews, Mrs. Kujawa, Mr. Silagy, Mr. Sieving and Ms. Caplan. During 2021 and 2020, our non-PEO NEOs consisted of Messrs. Ketchum, Silagy and Sieving and Mrs. Kujawa. (2) The following table sets forth the adjustments made during each year represented in the PVP Table to arrive at “compensation actually paid” during each year:
PEO and average non-PEO NEOs summary compensation table total to compensation actually paid reconciliation
PEO and average non-PEO NEOs summary compensation table total to compensation actually paid reconciliation
PEO and average non-PEO NEOs summary compensation table total to compensation actually paid reconciliation
| Year | Executive(s) | Summary Compensation Table Total ($) | Deduct Option and Stock Awards Granted in Fiscal Year ($) | Add Fair Value at Fiscal Year-End of Unvested Option and Stock Awards Granted in Fiscal Year ($) | Add Change in FAIR Value of Unvested Option and Stock Awards Granted in Prior Fiscal Year ($) | Add Change in FAIR Value of Option and Stock Awards Vested in Fiscal Year ($) | Deduct Fair Value of Option and Stock Awards Forfeited in Fiscal Year ($) | Deduct Change in Pension Value and Non-qualified Deferred Compensation Earnings Column of the SCT ($) | Add Pension Service Cost ($) | Add Dividends Paid on Unvested Shares in Fiscal Year ($) | Compensation Actually Paid ($)(i) | | 2024 | PEO | 21,138,476 | (13,653,936) | 21,000,411 | 4,342,552 | 2,757,825 | — | (918,853) | 398,679 | 131,415 | 35,196,570 | | | Other NEOs | 9,028,721 | (5,662,109) | 8,091,328 | 1,390,629 | 521,089 | — | (313,148) | 124,312 | 64,832 | 13,245,654 | | 2023 | PEO | 20,591,124 | (13,168,902) | 9,993,852 | (7,479,727) | (2,338,619) | — | (811,026) | 352,471 | 72,547 | 7,211,720 | | | Other NEOs | 8,470,154 | (5,804,360) | 4,172,741 | (2,166,093) | (625,020) | — | (288,148) | 120,554 | 37,962 | 3,917,791 | | 2022 | First PEO | 40,406,018 | (13,094,677) | 18,259,934 | (1,507,964) | (9,326,246) | — | (1,000,479) | 597,194 | 76,368 | 34,410,149 | | | Second PEO | 17,414,329 | (10,623,931) | 15,168,274 | (1,053,175) | (1,857,707) | — | (475,209) | 292,699 | 52,740 | 18,918,020 | | | Other NEOs | 7,394,893 | (4,332,201) | 6,010,715 | (554,750) | (1,002,574) | — | (305,362) | 185,918 | 29,670 | 7,426,310 | | 2021 | First PEO | 25,335,936 | (17,391,104) | 23,190,233 | 14,918,520 | 9,630,919 | — | (1,023,668) | 598,193 | 89,191 | 55,348,220 | | | Other NEOs | 13,316,860 | (9,961,104) | 12,160,788 | 2,529,143 | 1,788,740 | — | (375,214) | 238,766 | 31,799 | 19,729,777 | | 2020 | First PEO | 23,720,707 | (16,101,809) | 22,483,170 | 20,062,587 | 13,222,028 | — | (951,970) | 554,570 | 90,431 | 63,079,713 | | | Other NEOs | 6,454,940 | (3,495,669) | 4,783,802 | 3,164,051 | 1,901,154 | — | (316,805) | 193,518 | 30,289 | 12,715,279 |
Director Compensation
Director Compensation
2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS
2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS
2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS
| (A) | (B) | (C) | (D) | (E) | (F) | (G) | (H) | | NAME(1)(2) | FEES EARNED OR PAID IN CASH(3) ($) | STOCK AWARDS(4)(5) ($) | OPTION AWARDS ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | CHANGE IN PENSION VALUE AND NON-QUALIFIED DEFERRED COMPENSATION EARNINGS ($) | ALL OTHER COMPENSATION(6) ($) | TOTAL ($) | | Nicole S. Arnaboldi | 145,000 | 185,555 | 0 | 0 | 0 | 10,000 | 340,555 | | Sherry S. Barrat | 92,500 | 185,555 | 0 | 0 | 0 | 0 | 278,055 | | James L. Camaren | 145,000 | 185,555 | 0 | 0 | 0 | 0 | 330,555 | | Kenneth B. Dunn | 72,500 | 185,555 | 0 | 0 | 0 | 0 | 258,055 | | Naren K. Gursahaney | 170,000 | 185,555 | 0 | 0 | 0 | 0 | 355,555 | | Kirk S. Hachigian | 165,000 | 185,555 | 0 | 0 | 0 | 0 | 350,555 | | Maria G. Henry | 145,000 | 185,555 | 0 | 0 | 0 | 0 | 330,555 | | Amy B. Lane | 195,000 | 185,555 | 0 | 0 | 0 | 0 | 380,555 | | Geoffrey S. Martha | 72,500 | 89,716 | 0 | 0 | 0 | 0 | 162,216 | | David L. Porges | 165,000 | 185,555 | 0 | 0 | 0 | 0 | 350,555 | | Dev Stahlkopf | 145,000 | 185,555 | 0 | 0 | 0 | 0 | 330,555 | | John A. Stall | 170,000 | 185,555 | 0 | 0 | 0 | 0 | 355,555 | | Darryl L. Wilson | 145,000 | 185,555 | 0 | 0 | 0 | 0 | 330,555 |
2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS
(1) Mr. Martha was appointed to the Board on July 9, 2024. (2) Mrs. Barrat and Mr. Dunn did not stand for reelection at the 2024 Annual Meeting of Shareholders on May 23, 2024. (3) Ms. Arnaboldi elected to defer 100% of her annual cash retainer. (4) Ms. Arnaboldi and Mr. Gursahaney elected to defer 100% of their equity retainer and Ms. Lane elected to defer 40% of her equity retainer. (5) Non-employee directors of NextEra Energy received shares of NextEra Energy common stock in an amount determined by dividing $185,000 by the closing price of the common stock on the date of grant, rounded up to the nearest ten shares. On February 15, 2024, each non-employee director then in office received 3,240 shares of stock valued at $57.27 per share. Mr. Martha received a prorated grant on August 5, 2024 of 1,170 shares valued at $76.68 per share. Dividends are paid on the shares in cash. Dividends on deferred shares are credited to the participant’s account under the Deferred Compensation Plan. The amounts in this column represent the aggregate grant date fair value of equity-based compensation awards granted during 2024 to each non-employee director valued in accordance with applicable SEC and accounting rules. For the February 2024 equity compensation award, the grant date fair value was $185,555 per director. The grant date fair value for Mr. Martha’s equity compensation award was $89,716. (6) In accordance with applicable SEC rules, perquisites and personal benefits with an aggregate value of less than $10,000 are omitted. Includes matching contributions to educational institutions on behalf of Ms. Arnaboldi made under the NextEra Energy Foundation’s matching gift program, which is available to all employees and directors.
Additional information about director compensation
Additional information about director compensation NextEra Energy directors who are salaried employees of NextEra Energy or any of its subsidiaries do not receive any additional compensation for serving as a director or committee member. Mr. Ketchum is the only such director currently serving on the Board. Director compensation was not increased from 2023 levels. Effective January 1, 2025, non-employee directors of NextEra Energy received an annual cash retainer of $145,000 plus a number of shares of NextEra Energy common stock determined by dividing $185,000 by the closing price of NextEra Energy common stock on the grant date, rounded up to the nearest ten shares. The grant date for the annual retainers paid for 2025 was February 13, 2025, at which time the non-employee directors of NextEra Energy were each granted 2,700 shares of NextEra Energy common stock. These shares are generally not transferable until the director meets the Company’s stock ownership guidelines. When joining the Board, newly-elected non-employee directors are awarded a grant of NextEra Energy common stock approximately equal to the annual common stock retainer awarded to existing non-employee directors, prorated based on the new director’s date of election to the Board. These shares are not transferable until the director meets the Company’s stock ownership guidelines.
Director Compensation
Director Compensation
Director Compensation
| ANNUAL NON-EMPLOYEE DIRECTOR COMPENSATION (EFFECTIVE 1/1/2025) | ADDITIONAL CASH RETAINERS ($) | | | | Lead Director | 40,000 | | | Committee Chairs: | | | | » Audit | 25,000 | | | » Nuclear | 25,000 | | | » Other committees | 20,000 |
Director Compensation
Non-employee Board committee chairpersons receive an additional annual retainer of $25,000 for chairing the Audit Committee or the Nuclear Committee and $20,000 for chairing the other committees. The Lead Director receives an annual retainer of $40,000, and a Lead Director who also serves as a Chair of any Board committee is entitled to receive the committee chair retainer as well as the Lead Director annual retainer. Beginning in 2023, non-employee directors no longer receive a fee for each Board and committee meeting attended. Directors may defer all or a portion of their cash compensation and all or a portion of their equity compensation in the Deferred Compensation Plan and may participate in the Company’s matching gift program, which matches gifts to educational institutions up to a maximum of $20,000 per donor per year. Board members may travel on Company aircraft while on Company business and in limited circumstances for non-business reasons if the Company would incur little, if any, incremental cost, space is available and the aircraft is in use for another authorized purpose. Board members may be accompanied by their immediate family members if space is available. Travel expenses to attend Board or committee meetings or while on Board business are reimbursed.