DEF 14A of XPLR Infrastructure, LP
Filed Mar 26, 2026 · FY20250001104659-26-035232
What is the 5% of outstanding units voting limitation in the election of directors?
What is the 5% of outstanding units voting limitation in the election of directors? The 5% of outstanding units voting limitation will only apply to the election of directors. A unitholder or any related group, including NextEra Energy, Inc. (“NextEra Energy” or “NEE”) and its affiliates (the “NextEra Energy Group”), that owns more than 5% of the outstanding units as of the record date cannot vote more than 5% of the total outstanding units in the election of directors at the annual meeting (the “5% of Outstanding Units Director Voting Limitation”). The following example of the 5% of Outstanding Units Director Voting Limitation, which assumes 1,000 total units are outstanding as of the record date, is included for illustrative purposes only and does not represent actual ownership of units or votes at the annual meeting:
How does the 10% of votes cast cutback apply to the election of directors?
How does the 10% of votes cast cutback apply to the election of directors? In the election of directors, no unitholder may cast votes greater than 9.99% of votes actually cast. A unitholder or any related group, including the NextEra Energy Group, casting votes equal to or greater than 10% of actual votes cast will be subject to a 10% of votes cast cutback so that such unitholder(s) cannot cast votes equal to more than 9.99% of the units actually cast in the election of directors at the annual meeting (the “10% of Votes Cast Director Election Cutback”). The units cast in excess of 9.99% will be allocated and voted proportionally with all other votes cast, which will result in the total number of votes counted as being cast by the cutback unitholder to be 9.99% or less of votes cast. The following example of the 10% of Votes Cast Director Election Cutback, which assumes 1,000 total units are outstanding as of the record date, is included for illustrative purposes only and does not represent actual ownership of units or votes at the annual meeting:
Proposal 1: Election of the four nominees specified in this proxy statement as directors
Proposal 1: Election of the four nominees specified in this proxy statement as directors The Board is currently composed of seven members. In accordance with our Sixth Amended and Restated Agreement of Limited Partnership (“Partnership Agreement”), four of the seven directors will be elected by unitholders at the annual meeting. The other three directors are appointed by our general partner, XPLR Infrastructure Partners GP, Inc. (the “general partner”), in its sole discretion. The current directors are John W. Ketchum (Chairman), Susan D. Austin, Brian W. Bolster, Robert J. Byrne, Michael H. Dunne, Mark E. Hickson and Peter H. Kind. Upon the recommendation of the chief executive officer, the Board has nominated the four directors listed below for election as directors at the 2026 annual meeting (“Elected Directors”). Unless you specify otherwise in your voting instructions, your proxy will be voted FOR each of the Elected Directors. If any Elected Director becomes unavailable for election, which is not currently anticipated, proxies instructing a vote for that Elected Director may be voted for a substitute nominee selected by the Board. The Board believes that the Board membership at its current size is appropriate because such a Board size facilitates substantive discussions among Board members, provides for sufficient staffing of Board committees and allows for contributions by directors having a broad range of skills, expertise, industry knowledge and perspectives. Elected Directors serve until the next annual meeting of unitholders or until their respective successors are qualified and elected. Director Qualifications. The Company’s Corporate Governance Principles & Guidelines, a copy of which is available on the Company’s website at http://www.investor.xplrinfrastructure.com, identify Board membership qualifications, including experience, skills and attributes that are considered by the Board in recommending nominees for Board membership. The Board views itself as a cohesive whole consisting of members who together serve the interests of the Company and its unitholders. Qualifications, attributes and other factors considered by the Board in recommending director nominees include, but are not limited to, the following: • integrity, competence, insight, creativity and dedication, together with the ability to work with colleagues while challenging one another to achieve superior performance; • attainment of a prominent position in their field of endeavor; • broad business experience; • the ability to exercise sound business judgment; • the ability to draw on experience relative to significant issues facing the Board and the Company; • experience in the Company’s industry or in another industry or endeavor with practical application to the needs of the Company and the Board; • sufficient time for preparation and participation in Board and committee meetings (including by limiting service on public company boards to no more than three additional boards); • possession of attributes deemed appropriate given the then-current needs of the Board; • contribution to the achievement of a mix of directors who represent a diversity of background and experience, including age, gender, race, ethnicity and specialized experience; • independence as described in applicable listing standards, legislation and regulations and the Company’s Corporate Governance Principles & Guidelines; and • whether the individual would be considered an “audit committee financial expert” or “financially literate” as described in applicable listing standards or regulations. Information about each director appointed by our general partner and each director nominee is presented below and includes specific experience, qualifications, attributes and skills that led the general partner and Board to the conclusion that he or she should serve as a director. Overall, the directors appointed by our general partner and the Elected Directors represent a diverse mix of qualifications deemed beneficial to the formation of a cohesive and effective Board.
Director Nominees
Director Nominees The following Elected Directors currently serve as directors of the Board and have been nominated by the Board for election at the 2026 annual meeting. If elected, each Elected Director will serve until the next annual meeting of unitholders or until a successor Elected Director has been qualified and elected.
Susan D. Austin
Susan D. Austin
Biography
Biography Ms. Austin, 58, has served as a member of the XPLR Board since its establishment in August 2017. Ms. Austin has served as the chief financial officer of Grace Church School, a co-educational independent school in downtown Manhattan, New York City, since September 2019. She added the title of chief operating officer in July 2023. Prior to joining Grace Church School, Ms. Austin served as a senior managing director with Brock Capital LLC, an investment banking firm focusing on strategic and corporate advisory services, since October 2014. In addition, she served as vice chairman of Sheridan Broadcasting Corporation (“SBC”), a radio broadcasting company, until July 2017, where she served in various leadership capacities after joining the company in 2002 as vice president of strategic planning and treasurer. In 2004, Ms. Austin became president of the Sheridan Gospel Network and, in 2007, was named senior vice president and chief financial officer of SBC. She was promoted to vice chairman of SBC in July 2013. Prior to joining SBC, Ms. Austin spent 10 years in investment banking, specializing in telecommunications and media finance. Ms. Austin serves as an independent trustee or director of certain Prudential Insurance mutual funds (since 2011). She previously served on the board of our general partner from February 2015 until August 2017.
Qualifications
Qualifications Ms. Austin’s qualifications to serve as a director include her expertise in strategic planning, treasury operations, finance and capital markets transactions through her current and prior positions. Ms. Austin has a Bachelor of Arts degree in mathematics from Harvard College and an MBA from Stanford University Graduate School of Business.
Robert J. Byrne
Robert J. Byrne
Biography
Biography Mr. Byrne, 64, has served as a member of the XPLR Board since December 2018. He served as a director of Masonite International Corporation (“Masonite”) (NYSE: DOOR), one of the largest manufacturers of doors in the world, beginning in June 2009 and as chairman of the board from July 2010 until May 2024 when Masonite was acquired by Owens Corning (NYSE: OC). Since January 2019, Mr. Byrne has served as executive chairman of Source2, Inc., a privately held company specializing in providing recruiting assistance to middle market companies with high volume hiring needs. Since September 2024, Mr. Byrne has served as a director on the board of Total PowerGen Solutions, a private equity-owned company headquartered in Toronto, Canada that specializes in the service, sale and rental of emergency power systems. Previously, Mr. Byrne was the founder and served as president of Power Pro-Tech Services, Inc., which specialized in the installation, maintenance and repair of emergency power and solar photovoltaic power systems, from its founding in 2012 until it was sold in 2017 to PowerSecure. From 1999 to 2001, Mr. Byrne was executive vice president and chief financial officer of EPIK Communications, a start-up telecommunications company which merged with Progress Telecom in 2001 and was subsequently acquired by Level3 Communications. Having begun his career in investment banking, Mr. Byrne served as partner at Advent International, a global private equity firm, from 1997 to 1999 and immediately prior to that, from 1993 to 1997, served as a director of Orion Capital Partners. Mr. Byrne previously served as an independent director of the board of our general partner from July 2014 through April 2017. Mr. Byrne’s qualifications to serve as a director include his expertise in the founding and managing of businesses in the electric power and telecommunications industries as well as his experience as the chairman of Masonite and as a former member of Masonite’s audit committee. Mr. Byrne has a bachelor’s degree, summa cum laude, from the Wharton School at the University of Pennsylvania and an MBA from Harvard Business School.
Consideration of Director Nominees
Consideration of Director Nominees
Proxy Access Unitholder Nominees
Proxy Access Unitholder Nominees Pursuant to the Partnership Agreement, a holder (or a group of up to 20 unitholders) owning units representing at least 10% of the voting power, including common units and special voting units, of the Company continuously for the relevant holding period may nominate and include in the Company’s proxy statement up to two directors (“Proxy Access Directors”). No more than four Proxy Access Directors are permitted to be included each year in the Company’s proxy materials. Unless a shorter holding period is specified by the Board, the holding period for the 2027 annual meeting is three years. Notice of Proxy Access Director nominees for the 2027 annual meeting of unitholders should be addressed to the Corporate Secretary, XPLR Infrastructure, LP, P.O. Box 14000, 700 Universe Boulevard, Juno Beach, Florida 33408-0420 and must be received no earlier than November 26, 2026 and no later than the close of business on December 26, 2026. In the event that the 2027 annual meeting is more than 30 days earlier or more than 60 days later than the anniversary date of the 2026 annual meeting, the notice of Proxy Access Director nominees must be received by the later of the close of business on the 120th day prior to the date of the 2027 annual meeting or the 10th day following the Company’s first public announcement of the date of the 2027 annual meeting. The proxy access mechanism is the exclusive means through which a common unitholder may nominate a candidate for election to the Board. The complete proxy access requirements are set forth in the Partnership Agreement, a copy of which is available at www.xplrinfrastructure.com. In addition to satisfying the foregoing requirements under the Partnership Agreement, to comply with the universal proxy rules under Rule 14a-19 of the Exchange Act, unitholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19(b) under the Exchange Act no later than March 7, 2027.
Director Qualifications
Director Qualifications In addition to the qualifications for directors set forth under Proposal 1, no person will be considered for Board membership who is an employee or director of a business in significant competition with the Company or of a major or potentially-major customer, supplier, contractor, counselor or consultant of the Company, or an executive officer of a business where a Company director serves on the board of such other business. Generally, no person who has attained the age of 72 years by the date of election is eligible for election as a director. However, the Board may, by unanimous action (excluding the affected director), extend a director’s eligibility for one or two additional years.
Identifying and Evaluating Nominees for Directors
Identifying and Evaluating Nominees for Directors Candidates may come to the attention of the Board through current Board members, professional search firms, unitholders or other persons. Candidates are evaluated at regular or special meetings of the Board and may be considered at any time during the year. The Board considers all nominee recommendations, including those from unitholders, in the same manner when determining candidates for the Board. If any materials are provided by a unitholder in connection with the recommendation of a director candidate, such materials are provided to the Board. In evaluating nominations, the Board seeks to achieve a diverse balance of knowledge, experience and capability. For additional information about the process for nominating and electing directors, see “Proxy Access Unitholder Nominees” and “Director Qualifications” above and as set forth under Proposal 1.
Commitment to best practices
| WHAT WE DO | WHAT WE DO NOT DO | | Tie pay to performance; 72% of the CEO’s actual direct 2025 compensation was performance-based Require the CEO to hold performance-based XPLR restricted units for two years after vesting Have a minimum full vesting period for performance-based NEE restricted stock and performance-based XPLR units, generally three years Regularly assess the executive compensation program against 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 CEO employment agreement No tax gross-ups of NEO perquisites No single-trigger change in control provisions in award agreements No share recycling under equity compensation plans No hedging or pledging of company securities by NEOs or directors permitted under securities trading policy No guaranteed annual or multi-year bonuses |
2025 annual performance-based compensation
2025 annual performance-based compensation Payouts under the NEE annual incentive plan (“Annual Incentive Plan”) are intended to incentivize superior performance during the year. Annual incentive payouts for 2025 for Mr. Liu and Ms. Geoffroy were based primarily upon XPLR’s adjusted EBITDA and free cash flow results and XPLR’s overall 2025 financial and operational performance, as well as the NextEra Energy Group’s performance under the MSA for 2025 and each executive’s individual contributions to managing NextEra Energy Group’s day-to-day responsibilities under the MSA. In reviewing 2025 compensation decisions for Mr. Liu and Ms. Geoffroy, the Board considered the pay determinations by NEE’s Executive Compensation Review Board (“review board”), which approves compensation of NEE employees, such as Mr. Liu and Ms. Geoffroy, who are not executive officers of NEE. After the end of 2025, the review board considered in particular XPLR’s performance with respect to adjusted EBITDA, free cash flow, transactions completed, and financings executed, in addition to the individual performance of Mr. Liu and Ms. Geoffroy. The review board concluded that XPLR achieved satisfactory performance and arrived at a determination regarding overall performance based on these metrics. In making its determination with respect to Mr. Liu and Ms. Geoffroy, the review board considered that 2025 was a transition year for XPLR, as it was the first year that XPLR was managed by a chief executive officer and a chief financial officer whose duties were exclusively dedicated to managing the Company. The review board determined the annual incentive payouts to Mr. Liu and Ms. Geoffroy described below, which were reviewed and discussed with NEE’s management by the Board.
2025 annual incentive awards for the NEOs
2025 annual incentive awards for the NEOs Based on this assessment, Mr. Liu’s and Ms. Geoffroy’s 2025 annual incentive payouts were determined to be as follows.
2025 annual incentive awards for the NEOs
| NAMED EXECUTIVE OFFICER | 2025 ANNUAL INCENTIVE TARGET (AS A % OF BASE SALARY) | 2025 TARGET ANNUAL INCENTIVE ($) | 2025 ANNUAL INCENTIVE AWARD ($) | | Alan Liu | 55% | 357,500 | 550,000 | | Jessica Geoffroy | 40% | 132,000 | 230,000 |
2025 long-term performance-based equity compensation
2025 long-term performance-based equity compensation EQUITY COMPENSATION MIX In determining the appropriate mix of equity compensation components, the following factors are primarily considered, among others: • The relative weighting of XPLR common units compared to NEE stock • 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 perceived value to the NEO of each element Our practice is to grant 100% of equity-based compensation in the form of performance-based stock and unit awards, with the majority of annual grants in the form of performance-based XPLR common units. 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 or units of equivalent value. 2025 MIX OF EQUITY COMPENSATION AWARDS FOR THE NEOS For 2025, the following mix of equity-based compensation was granted to the NEOs:
2025 long-term performance-based equity compensation
| NAMED EXECUTIVE OFFICER | PERFORMANCE-BASED RESTRICTED XPLR COMMON UNITS(1) | PERFORMANCE-BASED RESTRICTED NEE STOCK(1) | | Alan Liu | 51% | 49% | | Jessica Geoffroy | 51% | 49% |
2025 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. PAYOUT OF NEE PERFORMANCE SHARE AND PERFORMANCE DOLLAR AWARDS GRANTED IN 2023 FOR THE PERFORMANCE PERIOD ENDED DECEMBER 31, 2025 Prior to his appointment as President and CEO of XPLR, Mr. Liu was granted a target number of NEE performance shares in 2023 for a three-year performance period beginning January 1, 2023, and ending on December 31, 2025. Similarly, prior to her appointment as CFO of XPLR, Ms. Geoffroy was granted a target number of performance dollars in 2023 for a three-year performance period beginning January 1, 2023, and ending on December 31, 2025. Our Board views the payout of each of these awards after the end of the performance period as part of the 2023 compensation for each of Mr. Liu and Ms. Geoffroy and unrelated to their service to XPLR for 2025. In March 2026, the payouts set forth below were made under the 2023-2025 performance share and performance dollar grants.
2025 long-term performance-based equity compensation
| NAMED EXECUTIVE OFFICER | TARGET PERFORMANCE SHARES / DOLLARS FOR PERFORMANCE PERIOD 1/1/23-12/31/25 | PAYOUT FACTOR(2) | PERFORMANCE SHARES / DOLLARS EARNED(2) | | Alan Liu | 5,489 | 1.69 | 9,276 | | Jessica Geoffroy(1) | $90,000 | 1.60 | $144,000 |
2025 long-term performance-based equity compensation
Ms. Geoffroy, who was an FPL employee in 2023, was awarded FPL performance dollars. FPL does not have a performance share plan. (2) The criteria on which these payouts were based were not connected to XPLR, as they were granted in connection with roles unrelated to XPLR that the NEOs previously had with the NextEra Energy Group. PERFORMANCE-BASED RESTRICTED XPLR COMMON UNITS GRANTED IN 2025 In February 2025, the NEOs were granted performance-based XPLR restricted common units (“XPLR Awards”). The XPLR Awards are intended to align the incentive compensation of these NEOs to activities that promote the growth of long-term value for our unitholders. After considering this and other factors, our Board in February 2025, upon the recommendation of NextEra Energy management, approved grants of XPLR Awards to the NEOs. 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 2025 will not vest unless and until the Board certifies that XPLR’s adjusted EBITDA for each of 2025, 2026 and 2027 equals or exceeds $900 million. The XPLR 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 will be forfeited. The XPLR Awards were made pursuant to the XPLR Infrastructure, LP 2024 Long Term Incentive Plan (“XPLR 2024 LTIP”). XPLR will be reimbursed by NEE for the grant date fair value of all XPLR Awards granted to employees and officers of NEE or its affiliates. PERFORMANCE-BASED NEE RESTRICTED STOCK GRANTED IN 2025 In February 2025, the NEOs were granted performance-based NEE restricted stock under the NextEra Energy, Inc. 2021 Amended and Restated Long Term Incentive Plan (“2021 LTIP”) with a performance objective of NEE adjusted earnings of $3.3 billion. These awards are intended to reward the NEOs for their contributions to NEE under the MSA. The shares of performance-based NEE restricted stock granted in 2025 will not vest unless and until NextEra Energy’s adjusted earnings equals or exceeds $3.3 billion by December 31, 2028. Cliff vesting will occur after three years if the adjusted earnings objective is met in any year. NEE adjusted earnings is NEE’s consolidated net income, as reported in its audited financial statements as determined in accordance with GAAP, as adjusted to exclude the effects of non-qualifying hedges; XPLR Infrastructure, LP net investment gains; differential membership interests-related; change in unrealized gains and losses on equity securities held in NextEra Energy Resources’ nuclear decommissioning funds and other than temporary impairments (OTTI). Because it is intended for the grant date present value of performance-based NEE restricted stock awards to equal the fair market value of an equivalent number of shares of NEE’s common stock absent the performance and vesting conditions, dividends are paid on performance-based NEE restricted stock awards as dividends are paid on the common stock. However, any dividends paid on performance-based NEE restricted stock awards that do not vest must be repaid within 30 days following forfeiture of the award. In addition, NEOs have the right to vote their shares of performance-based NEE restricted stock.
Post-Employment Compensation
Post-Employment Compensation The Board expects continued and consistent high levels of individual performance from the NEOs as a condition of continued service as executives of the Company. Both of the NEOs are “employees at will.” Neither NEO is a party to a severance plan or change in control agreement. See table 7 for a summary of potential post-employment compensation.
TABLE 1A: 2025 SUMMARY COMPENSATION TABLE
| (A) | (B) | (C) | (D) | (E) | (F) | (G) | (H) | (I) | (J) | | NAME AND PRINCIPAL POSITION(1) | YEAR | SALARY(3) ($) | BONUS ($) | STOCK AWARDS(4)(5) ($) | OPTION AWARDS ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(6) ($) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS(7)(8) ($) | ALL OTHER COMPENSATION(9) ($) | TOTAL ($) | | Alan Liu(2), President and Chief Executive Officer | 2025 | 655,288 | 0 | 1,099,986 | 0 | 550,000 | 10,173 | 56,194 | 2,371,641 | | Jessica Geoffroy, Chief Financial Officer | 2025 | 331,919 | 0 | 119,927 | 0 | 374,000 | 9,098 | 14,136 | 849,080 |
Table 2: 2025 grants of plan-based awards
Table 2: 2025 grants of plan-based awards The following table provides information about the cash and equity incentive compensation awarded to the NEOs in 2025. 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 2025 and are not amounts actually paid to the NEOs. The actual amounts paid with respect to 2025 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: 2025 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 2025 grants of performance-based restricted NEE stock and performance-based restricted XPLR common units, the material terms of which are described below this table. In the column headed “Grant Date Fair Value of Stock” (column (J)), the top number is the grant date fair value of the performance-based restricted NEE stock award and the second number is the grant date fair value of performance-based XPLR restricted common units.
TABLE 2: 2025 GRANTS OF PLAN-BASED AWARDS
TABLE 2: 2025 GRANTS OF PLAN-BASED AWARDS
TABLE 2: 2025 GRANTS OF PLAN-BASED AWARDS
| (A) | (B) | (C) | (D) | (E) | (F) | (G) | (H) | (I) | (J) | | 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 (#) | GRANT DATE FAIR VALUE OF STOCK AWARDS(3) ($) | | | | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | Alan Liu | — | 0 | 357,500 | 715,000 | — | — | — | — | — | | | 2/13/2025 | | | | 0 | 7,857 | 7,857 | | 538,990 | | | 2/18/2025 | | | | 0 | 65,922 | 65,922 | | 560,996 | | Jessica Geoffroy | — | 0 | 132,000 | 264,000 | — | — | — | — | — | | | 2/28/2025 | | | | 0 | 837 | 837 | | 58,732 | | | 2/18/2025 | | | | 0 | 7,191 | 7,191 | | 61,195 |
TABLE 2: 2025 GRANTS OF PLAN-BASED AWARDS
(1) For 2025, amounts payable were paid in cash in the first quarter of 2026. See column (G) of Table 1a: 2025 Summary Compensation Table for actual amounts paid with respect to 2025. (2) In 2025, each NEO was granted awards of performance-based NEE restricted stock under the 2021 LTIP and performance-based restricted XPLR common units under the XPLR 2024 LTIP. See footnotes (4) through (10) to Table 3: 2025 Outstanding Equity Awards at Fiscal Year End for further information about the vesting of performance-based NEE restricted stock and performance-based restricted XPLR common units. (3) The amounts shown are the value of the equity-based compensation grants as of the 2025 grant date under applicable accounting rules.
Table 3: 2025 outstanding equity awards at fiscal year end
Table 3: 2025 outstanding equity awards at fiscal year end The following table provides information about equity incentive awards granted to the NEOs in 2025 and in prior years. It is important to keep in mind the following when reviewing the table: • The number of shares listed in column (D), “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 NEE stock 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 (E), “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 NEE stock and performance-based restricted XPLR common units. These amounts were not realized by the NEOs during 2025, 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 NextEra Energy and the price of its common stock and the performance of XPLR and the price of its common units.
TABLE 3: 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
TABLE 3: 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
TABLE 3: 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (A) | (B) | (C) | (D) | (E) | | | STOCK AWARDS | | | | | NAME | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(1) ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(1) ($) | | Alan Liu | — | — | 14,010(2)(3) | 1,124,723(3) | | | — | — | 11,302(4) | 907,325(4) | | | — | — | 65,922(5) | 659,220(5) | | Jessica Geoffroy | — | — | 3,152(2)(3) | 253,043(3) | | | — | — | 837(4) | 67,194(4) | | | — | — | 7,191(5) | 71,910(5) |
TABLE 3: 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
(1) Market value of the performance shares, performance-based NEE restricted stock and performance-based NEE restricted stock units is based on the closing price of NextEra Energy common stock on December 31, 2025 of $80.28. Market value of the unvested performance-based restricted XPLR common units is based on the closing price of XPLR common units on December 31, 2025 of $10.00. (2) Performance shares generally vest on the last day of the applicable performance period, with payouts determined by the NEE Board at its first regular meeting after the end of the year. Because the end of the performance period for the performance shares granted to Mr. Liu in 2023 was December 31, 2025, these performance shares are not included in Table 3: 2025 Outstanding Equity Awards at Fiscal Year End and are included in Table 4: 2025 Stock Vested under columns (B) and (C), “Stock Awards—Number of Shares Acquired on Vesting” and “Stock Awards—Value Realized on Vesting,” and discussed in footnote (1) to that table. (3) The amount shown represents performance shares of NextEra Energy stock counted at the maximum payout of 200%. For Mr. Liu and Ms. Geoffroy, the original number of shares granted were 7,005 and 1,576, respectively, and vest on 12/31/2026. (4) The amount shown represents performance-based NEE restricted stock. For Mr. Liu the number of shares vesting is as follows: 1,722 on 8/15/2026, 1,723 on 8/15/2027 and 7,857 on 2/15/2028. For Ms. Geoffroy, the number of shares vesting is as follows: 837 on 2/15/2028. (5) The amount shown represents performance-based restricted XPLR common units. For Mr. Liu, the number of units vesting is as follows: 21,974 on 2/15/2026, 21,974 on 2/15/2027, and 21,974 on 2/15/2028. For Ms. Geoffroy, the number of units vesting is as follows: 2,397 on 2/15/2026, 2,397 on 2/15/2027, and 2,397 on 2/15/2028.
Table 4: 2025 stock vested
Table 4: 2025 stock vested The following table provides information about the NEOs’ stock awards which vested in 2025. It is important to keep in mind the following when reviewing the table: • The “Number of Shares Acquired on Vesting” (column (B)) represents NEE performance shares granted in 2023 for the performance period which ended in 2025, as well as performance-based NEE restricted stock vesting in 2025 from grants made in prior years. The Board 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 (C)) represents the aggregate payout value of the vested performance shares and vested performance-based NEE restricted stock.
TABLE 4: 2025 STOCK VESTED
TABLE 4: 2025 STOCK VESTED
TABLE 4: 2025 STOCK VESTED
| (A) | (B) | (C) | | NAME | STOCK AWARDS | | | | NUMBER OF SHARES ACQUIRED ON VESTING(1) (#) | VALUE REALIZED ON VESTING(1) ($) | | Alan Liu | 12,424 | 1,088,907 | | Jessica Geoffroy | 1,658 | 112,843 |
TABLE 4: 2025 STOCK VESTED
(1) Includes the data in the table below:
TABLE 4: 2025 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 ($) | | Alan Liu | 3,148 | 236,164 | 0 | 0 | 9,276 | 852,743 | | Jessica Geoffroy(1) | 1,658 | 112,843 | 0 | 0 | 0 | 0 |
TABLE 4: 2025 STOCK VESTED
(1) Ms. Geoffroy, who was an FPL employee in 2023, was awarded FPL performance dollars.
Table 5: Pension benefits
Table 5: Pension benefits The table and description below provide information about the NEOs’ pension benefits. It is important to keep in mind the “Present Value of Accumulated Benefit” (column (D)) listed for the NextEra Energy SERP includes the present value of such benefits in the defined benefit portion of the NextEra Energy SERP only, and disclosure of information related to the defined contribution portion of the NextEra Energy SERP can be found in the next table, Table 6: Nonqualified Deferred Compensation.
TABLE 5: PENSION BENEFITS
TABLE 5: PENSION BENEFITS
TABLE 5: PENSION BENEFITS
| (A) | (B) | (C) | (D) | (E) | | NAME | PLAN NAME | NUMBER OF YEARS CREDITED SERVICE (#) | PRESENT VALUE OF ACCUMULATED BENEFIT ($) | PAYMENTS DURING LAST FISCAL YEAR($) | | Alan Liu(1) | NextEra Energy, Inc. Employee Pension Plan | 4 | 63,901 | 0 | | | SERP(2) | 4 | 16,595 | 0 | | Jessica Geoffroy(1) | NextEra Energy, Inc. Employee Pension Plan | 7 | 102,398 | 0 |
TABLE 5: PENSION BENEFITS
(1) For Mr. Liu and Ms. Geoffroy, the amounts shown are their respective accrued pension benefits as of December 31, 2025, which are equal to their respective cash balance account values in the tax qualified employee pension plan and in the NextEra Energy SERP at December 31, 2025, as applicable. Each NEO is fully vested in the qualified plan. Each NEO is entitled to his or her fully vested accrued account balances upon termination of employment. (2) NextEra Energy’s nonqualified SERP provides both defined benefit and defined contribution benefits. See Additional Disclosure Related to Pension Benefits Table, below. The defined benefit portion of the NextEra Energy SERP is shown in this table, while amounts attributable to the defined contribution portion of the NextEra Energy SERP are included in Table 1a: 2025 Summary Compensation Table under column (I), “All Other Compensation” (amounts for which are detailed in Table 1b: 2025 Supplemental All Other Compensation), and also are reported in Table 6: Nonqualified Deferred Compensation under columns (C), (D) and (F). Mr. Liu will be fully vested in his SERP benefits upon achieving five years of service on 4/15/2026.
Additional disclosure related to pension benefits table
Additional disclosure related to pension benefits table NextEra Energy maintains two non-contributory defined benefit retirement plans consisting of 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: 2025 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 to a 14% maximum. For 2025, the interest crediting rate was 4.43% 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. Each NEO is 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 As described in the Compensation Discussion & Analysis, NextEra Energy maintains an unfunded SERP in which the CEO participates. The SERP’s defined benefit formula for Mr. Liu provides normal cash balance crediting rate of the tax-qualified employee pension plan. Also, for the SERP, the 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. SERP benefits are cliff-vested after five full years of service. Mr. Liu was not fully vested as of December 31, 2025. 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: Nonqualified deferred compensation
Table 6: Nonqualified deferred compensation The table and description below provide information about the NEOs’ nonqualified 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 NextEra Energy Deferred Compensation Plan, in the defined contribution portion of the NextEra Energy SERP. • The amounts shown under the heading “Aggregate Balance at Last FYE” (column (F)) represent balances in the NextEra Energy Deferred Compensation Plan and in the defined contribution portion of the NextEra Energy SERP.
TABLE 6: NONQUALIFIED DEFERRED COMPENSATION
TABLE 6: NONQUALIFIED DEFERRED COMPENSATION
TABLE 6: NONQUALIFIED 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 ($) | AGGREGATE BALANCE AT LAST FYE(4) ($) | | Alan Liu | 0 | 15,451 | 1,144 | 0 | 16,595 | | Jessica Geoffroy | 0 | 0 | 0 | 0 | 0 |
TABLE 6: NONQUALIFIED DEFERRED COMPENSATION
(1) The Deferred Compensation Plan permits deferral (up to 100%) of salary and annual incentive. The NextEra Energy SERP includes a defined contribution component which provides a match on Mr. Liu’s base and annual incentive earnings above the IRS limit, which was $350,000 for 2025. The 4.75% match is the same as the match opportunity provided to participants in the NextEra Energy 401(k) plan. As with the 401(k) plan, crediting of matching contributions under the defined contribution component of the NextEra Energy SERP is in the form of phantom NextEra Energy common stock. All amounts shown in this column also are included in Table 1a: 2025 Summary Compensation Table in column (I), “All Other Compensation” (amounts for which are detailed in Table 1b: 2025 Supplemental All Other Compensation). Earnings include the sum of each participant’s annual earnings (which includes, among other things, stock price appreciation on stock-based deferred compensation) and in the defined contribution portion of the NextEra Energy SERP. Mr. Liu has not deferred any compensation under this plan. Earnings for the defined contribution component of the NextEra Energy SERP were $1,144 for Mr. Liu. Neither of these amounts is included in Table 1a: 2025 Summary Compensation Table since no above-market interest was credited in 2025. (4) 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. Liu and Ms. Geoffroy have not deferred any cash compensation and therefore have no balances in the Deferred Compensation Plan. Balances for the defined contribution component of the SERP were as follows: Mr. Liu $16,595.
Additional disclosure related to nonqualified deferred compensation table
Additional disclosure related to nonqualified deferred compensation table Cash deferral elections under the NextEra Energy 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. Deferred Compensation Plan earnings are not guaranteed by NextEra Energy. NextEra Energy’s contributions to the SERP for Mr. Liu also are considered deferred compensation. The contributions and earnings in Table 6: Nonqualified Deferred Compensation include those from the nonqualified defined contribution portion of the SERP. Distributions are in the form of lump sum payments, which are subject to a six-month delay following termination of employment in compliance with Code Section 409A. Earnings in 2025, if any, from previous deferrals of cash compensation came from phantom investments in the investment vehicles, which mirror the funds available to participants in NextEra Energy’s 401(k) plan and include mutual funds, index funds and similar investment alternatives offered to participants under the NextEra Energy’s 401(k) plan. NextEra Energy does not provide a guaranteed rate of return on these funds.
Potential payments under Equity Award Agreements
Potential payments under Equity Award Agreements The award agreements for each long term equity incentive award outstanding during 2025 contain provisions which govern treatment of the award in the event the NEO’s employment with NextEra Energy terminates employment, including due to death, disability, retirement at or after age 55 with ten years of continuous service (“normal retirement”), or retirement after age 50 meeting the applicable terms and conditions therein (an “approved early retirement”). Under the terms of the equity award agreements, each outstanding unvested equity award vests on a pro rata basis for service through the date of death or disability or normal retirement (for NEE performance shares, performance-based restricted NEE 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 performance-based restricted NEE stock and performance-based restricted XPLR common unit award is vested upon death or disability. In the case of normal retirement, performance-based restricted NEE stock and XPLR common units generally vest upon their normal vesting date following satisfaction of applicable performance criteria. The pro rata portion of each NEE performance share award is paid after the end of the performance period, subject to satisfaction of applicable performance criteria. See Table 3: 2025 Outstanding Equity Awards at Fiscal Year End for information for each NEO as of December 31, 2025 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 would vest in full, and would be paid out on the vesting schedule set forth in each award agreement, generally subject to satisfaction of applicable performance criteria. As of December 31, 2025, neither Mr. Liu nor Ms. Geoffroy met the age 50 requirement for an approved early retirement.
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 XPLR Board used in 2025 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 free cash flow before growth 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 compensation decisions are evaluated in light of performance. In particular, the XPLR Board does not use CAP as a basis for making compensation decisions. Please refer to our Compensation Discussion & Analysis on pages 27 to 45 for a discussion of our executive compensation program objectives and the ways in which our program aligns executive compensation with Company performance.
Tabular list of most important measures to determine 2025 compensation actually paid
Tabular list of most important measures to determine 2025 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 principal executive officer (“PEO”) and non-PEO NEOs for 2025 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 “2025 Annual Performance-Based Incentive Compensation” and “2025 Long-Term Performance-Based Equity Compensation.” • XPLR EBITDA • Free Cash Flow Before Growth Total Unitholder Return
Pay Versus Performance table
Pay Versus Performance table
Pay Versus Performance table
| | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | YEAR(1) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO ($) | COMPENSATION ACTUALLY PAID TO PEO(2) ($) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEO ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEO(2) ($) | TOTAL UNITHOLDER RETURN ($) | PEER GROUP TOTAL UNITHOLDER RETURN(3) ($) | NET INCOME ($MMS)(4) | FREE CASH FLOW BEFORE GROWTH(5) ($) | | (A) | (B) | (C) | (D) | (E) | (F) | (G) | (H) | (I) | | 2025 | 2,371,641 | 2,807,992 | 849,080 | 892,169 | 17.77 | 133.09 | (29) | 746 | | 2024 | — | — | — | — | 31.63 | 114.69 | (23) | 782 | | 2023 | — | — | — | — | 46.77 | 92.92 | 200 | 689 |
Pay Versus Performance table
(1) During 2025, our PEO was Mr. Liu. During 2025, our non-PEO NEO was Ms. Geoffroy. (2) The following table sets forth the adjustments made during each year represented in the PVP Table to arrive at “compensation actually paid” during each year:
PEO and average non-PEO NEOs summary compensation table total to compensation actually paid reconciliation
PEO and average non-PEO NEOs summary compensation table total to compensation actually paid reconciliation
PEO and average non-PEO NEOs summary compensation table total to compensation actually paid reconciliation
| YEAR | EXECUTIVE(S) | SUMMARY COMPENSATION TABLE TOTAL ($) | 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 ($) | DEDUCT CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS COLUMN OF THE SCT ($) | ADD PENSION SERVICE COST ($) | ADD DIVIDENDS PAID ON UNVESTED SHARES IN FISCAL YEAR ($) | COMPENSATION ACTUALLY PAID ($)(i) | | 2025 | PEO | 2,371,641 | 1,099,986 | 1,289,980 | 108,998 | 125,584 | — | 26,768 | 10,173 | 28,369 | 2,807,992 | | | Other NEO | 849,080 | 119,927 | 139,104 | 28,033 | (6,019) | — | 9,098 | 9,098 | 1,897 | 892,169 |
2025 Non-Employee Director Compensation
2025 Non-Employee Director Compensation
2025 Non-Employee Director Compensation
| Name (a) | Fees Earned or Paid in Cash ($) (b) | Unit Awards(1) ($) (c) | Option Awards ($) (d) | Non-Equity Incentive Plan Compensation ($) (e) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f) | All Other Compensation ($) (g) | Total ($) (h) | | Susan D. Austin | 90,000 | 150,031 | — | — | — | — | 240,031 | | Robert J. Byrne | 105,000 | 150,031 | — | — | — | — | 255,031 | | Peter H. Kind | 105,000 | 150,031 | — | — | — | — | 255,031 |
2025 Non-Employee Director Compensation
(1) Non-employee directors received XPLR common units in an amount determined by dividing $150,000 by the closing price of the common units on the date of grant, rounded up to the nearest ten units. On February 18, 2025, each non-employee director then in office received a grant of 17,630 common units valued at $8.51 per unit. Non-employee director grants for 2025 were made under the XPLR 2024 LTIP. Distributions, if any, are paid on the units in cash.
Additional Information About Director Compensation
Additional Information About Director Compensation The table above includes compensation information for the non-employee directors of XPLR for 2025. Directors of XPLR who are salaried employees of the NextEra Energy Group do not receive any additional compensation for serving as a director or committee member. For 2025, non-employee directors received an annual cash retainer of $90,000 plus a retainer in an amount of XPLR common units under the XPLR 2024 LTIP, determined by dividing $150,000 by the closing price of XPLR common units on the grant date, rounded up to the nearest ten units. The annual common unit retainers for 2026 were paid on February 9, 2026, at which time the non-employee directors of XPLR were each granted 14,740 common units. These units are generally not transferable until the director ceases to be a member of the Board. Non-employee Board committee chairpersons receive an additional annual cash retainer of $15,000. Travel expenses to attend Board or committee meetings or while on Board business are reimbursed.