SECURITIES AND EXCHANGE COMMISSION
the Securities Exchange Act of 1934 (Amendment No. )
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| | | NextEra Energy, Inc. 700 Universe Boulevard Juno Beach, Florida 33408-0420 | |
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Notice of 2017
Annual Meeting and
Proxy Statement
YOUR VOTE IS IMPORTANT
PLEASE SUBMIT YOUR PROXY PROMPTLY
NextEra Energy, Inc.
P.O. Box 14000
700 Universe Boulevard
Juno Beach, Florida 33408-0420
Notice of Annual Meeting of Shareholders
May
2023
| MEETING AGENDA | | | BOARD RECOMMENDATION | | ||||||
| 1. | | | Election as directors of the nominees specified in the accompanying proxy | | | | | FOR each nominee | |
| 2. | | | Ratification of appointment of Deloitte & Touche LLP as NextEra Energy’s independent registered public accounting firm for | | | | | FOR | |
| 3. | | | Approval, by non-binding advisory vote, of NextEra Energy’s compensation of its named executive officers as disclosed in the accompanying proxy | | | | | FOR | |
| 4. | | | Non-binding advisory vote on whether NextEra Energy should hold a non-binding shareholder advisory vote to approve NextEra Energy’s compensation of its named executive officers every 1, 2 or 3 | | | | | 1 YEAR | |
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| One shareholder proposal, as set forth on | | | | | AGAINST | |
6. | | | Such other business as may properly be brought before the annual meeting or any adjournment(s) or postponement(s) of the annual | | | | | |
22, 2023.
Regardless of whether you expect to attendfor the annual meeting, please submit your proxy or voting instructions on the Internet or by telephone promptly by following the instructions about howwhile reducing environmental impacts and costs.
| | | | By order of the Board of Directors, W. SCOTT SEELEY Vice President, Compliance & Corporate Secretary Juno Beach, Florida April 5, 2023 | |
| | IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD MAY 18, 2023 This proxy statement and the NextEra Energy 2022 annual report to shareholders are available at www.proxyvote.com. | | |
By order of the Board of Directors.
W. SCOTT SEELEY
Vice President, Compliance & Corporate Secretary
Juno Beach, Florida
March 27, 2017
costs.
| | We believe that no company in any industry has done more to reduce carbon emissions and to confront climate change than NextEra Energy. As one of the largest electric power and energy infrastructure companies in North America and a leader in the renewable energy industry, NextEra Energy is committed to building a sustainable energy future that is affordable, reliable and clean. We encourage our shareholders to enroll in e-delivery: | | |
| | | Online at www.proxyvote.com/NEE | | |
| | | Scan the QR code | |
| | Website Disclosures | | |||||
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| 34 | | | AUDIT-RELATED MATTERS | | |||
| | | Audit Committee Report | | ||||
| | | Fees Paid to Deloitte & Touche LLP | | ||||
| | | Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm | | ||||
| 36 | | | EXECUTIVE COMPENSATION | | |||
| | | Compensation Discussion & Analysis | | ||||
| | | Compensation Committee Report | | ||||
| | | Compensation Tables | | ||||
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| | | Potential Payments Upon Termination or Change in Control | | ||||
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NextEra Energy, Inc.
Annual Meeting of Shareholders
May 18, 2017
PROXY STATEMENT
ELECTRONIC DELIVERY OF PROXY MATERIALS
Under the rules of the Securities and Exchange Commission (“SEC”), NextEra Energy is furnishing proxy materials to many of its shareholders on the Internet, rather than mailing paper copies of the materials to each shareholder.
On or about March 27, 2017,April 5, 2023, NextEra Energy mailed to many of its shareholders of recordbegan mailing this proxy statement and a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access and review the proxy materials, including the proxy statement and annual report to shareholders, on the Internet. The Notice also instructs shareholders on how to access their proxy card to be able to submit their proxies on the Internet. Brokerage firms and other nominees who hold NextEra Energy shares on behalf of beneficial owners will be sending their own similar Notice. Other shareholders, in accordance with their prior requests, have received an e-mail notification of how to access the proxy materials and submit their proxies on the Internet. On or about March 27, 2017, NextEra Energy also began mailing a full set of proxy materials to certain shareholders, including shareholders who have previously requested a paper copy of the proxy materials.
Internet distribution of the proxy materials is designed to expedite receipt by shareholders, lower the cost of the annual meeting, and conserve natural resources. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive NextEra Energy’s proxy materials electronically, you will continue to receive the materials via e-mail unless you elect otherwise.
How do I access the proxy materials if I received a Notice of Internet Availability of Proxy Materials?
The Notice you received from NextEra Energy or from your brokerage firm, bank or other nominee provides instructions regarding how to view NextEra Energy’s proxy materials for the 2017 annual meeting on the Internet. As explained in greater detail in the Notice, to view the proxy materials and submit your proxy, you will need to follow the instructions in your Notice and have available your 16-digit Control number(s) contained in your Notice.
How do I request paper copies of the proxy materials?
Whether you hold NextEra Energy shares through a brokerage firm, bank or other nominee (in “street name”), or hold NextEra Energy shares directly in your name through NextEra Energy’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), as a shareholder of record, you may request paper copies of the 2017 annual meeting proxy materials by following the instructions listed atwww.proxyvote.com, by telephoning800-579-1639 or by sending an e-mail tosendmaterial@proxyvote.com.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL shareholders.
This proxy statement and the NextEra Energy 2016 annual report to shareholders are available atwww.proxyvote.com.
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What is the purpose of the annual meeting?
At the annual meeting, shareholders will act upon the matters identified in the accompanying notice of annual meeting of shareholders. These matters include the election as directors of the nominees specified in this proxy statement, ratification of appointment of Deloitte & Touche LLP as NextEra Energy’s independent registered public accounting firm for 2017, approval, by non-binding advisory vote, of NextEra Energy’s compensation of its named executive officers as disclosed in this proxy statement, non-binding advisory vote on whether NextEra Energy should hold a non-binding shareholder advisory vote to approve NextEra Energy’s compensation of its named executive officers every 1, 2 or 3 years, approval of the NextEra Energy, Inc. 2017 Non-Employee Directors Stock Plan, and, if properly presented at the meeting, consideration of one shareholder proposal.
Who may attend the annual meeting?
Subject to space availability, all shareholders as of the record date, or their duly appointed proxies, may attend the annual meeting. Since seating is limited, admission to the meeting will be on a first-come, first-served basis. Registration and seating will begin at 7:30 a.m., Central time. If you plan to attend, please note that you will be asked to present valid picture identification, such as a driver’s license or passport. Invited representatives of the media and financial community may also attend the annual meeting.
You will need proof of ownership of NextEra Energy common stock on the record date to attend the annual meeting:
If you hold shares directly in your name as a shareholder of record or if you are a participant in NextEra Energy’s Employee Retirement Savings Plan:
If you received the Notice and you plan to attend the annual meeting, you may request an admission ticket by calling NextEra Energy Shareholder Services at 800-222-4511.
If you received the proxy materials by mail, an admission ticket is attached to your proxy/confidential voting instruction card. If you plan to attend the annual meeting, please submit your proxy but keep the admission ticket and bring it with you to the annual meeting.
If your shares are held in “street name,” you will need to bring proof that you were the beneficial owner of those “street name” shares of NextEra Energy common stock as of the record date, such as a legal proxy or a copy of a bank or brokerage statement, and check in at the registration desk at the annual meeting.
For the safety of attendees, all boxes, handbags and briefcases are subject to inspection. Cameras (including cell phones with photographic capabilities), recording devices and other electronic devices are not permitted at the annual meeting.
Will the annual meeting be webcast?
The annual meeting will be webcast (audio, listen only) on May 18, 2017. If you do not attend the annual meeting, you are invited to visitwww.nexteraenergy.comat 8:00 a.m., Central time, on Thursday, May 18, 2017 to access the webcast of the annual meeting. You will not be able to vote your shares via the webcast. A replay of the webcast also will be available on NextEra Energy’s website for 90 days after the annual meeting.
Who is entitled to vote at the annual meeting?
Only NextEra Energy shareholders at the close of business on March 23, 2017, the record date for the annual meeting, are entitled to receive notice of, and to vote at, the annual meeting. If you were a shareholder on that date, you will be entitled to vote all of the NextEra Energy shares that you held on that date at the annual meeting or any adjournment or postponement of the annual meeting.
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What are the voting rights of the holders of the Company’s common stock?
Each outstanding share of NextEra Energy common stock, par value $.01 per share (“common stock”), will be entitled to one vote on each matter properly brought before the annual meeting.
What constitutes a quorum?
The presence at the annual meeting, in person or by proxy, of the holders of a majority of the shares of NextEra Energy common stock issued and outstanding on the record date will constitute a quorum, permitting the business of the meeting to be conducted.
As of the record date, 468,168,428 shares of NextEra Energy common stock, representing the same number of votes, were outstanding. Thus, the presence of the holders of NextEra Energy common stock representing at least 234,084,214 shares will be required to establish a quorum.
In determining the presence of a quorum at the annual meeting, abstentions in person, proxies received but marked as abstentions as to any or all matters to be voted on that permit abstentions, and proxies received with broker non-votes on some but not all matters to be voted on will be counted as present.
A broker “non-vote” occurs when a broker, bank or other holder of record that holds shares for a beneficial owner (“broker”) does not vote on a particular proposal because the broker has not received voting instructions from the beneficial owner and does not have discretionary voting power for that particular proposal. Brokers may vote on ratification of the appointment of NextEra Energy’s independent registered public accounting firm even if they have not received voting instructions from the beneficial owners whose shares they hold. However, brokers may not vote on any of the other matters submitted to shareholders at the 2017 annual meeting unless they have received voting instructions from the beneficial owner. See the response toWhat vote is required to approve the matters proposed? below for a discussion of the effect of broker non-votes.
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
If your shares are registered directly in your name with NextEra Energy’s transfer agent, Computershare, you are considered, with respect to those shares, the “shareholder of record.” The Notice or, for some shareholders of record, a full set of the proxy materials has been sent directly to you by or on behalf of NextEra Energy.
If your shares are held in “street name,” you are considered the “beneficial owner” of the shares. The Notice or, for some beneficial owners, a full set of the proxy materials has been forwarded to you by or on behalf of your broker, who is considered, with respect to those shares, the shareholder of record.
How do I submit my proxy or voting instructions?
On the Internet or by telephone or, if you received the proxy materials by mail, also by mail
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| TIME AND DATE | | | | | | PLACE | | | | | | RECORD DATE | | |||
8:00 a.m., Pacific time May 18, 2023 | | | | 888 Tahquitz Canyon Way Palm Springs, California | | | | March 22, 2023 | |
| | WEBCAST | | | | | | VOTING | | | | | | ADMISSION | | |||
The Company will provide a live audio webcast of the | | | | Shareholders as of the | | | | An admission ticket is required to enter the annual meeting. See page 90 in the Questions and Answers About the Annual Meeting section regarding how to obtain a ticket. | |
| PROPOSAL | | | BOARD VOTE RECOMMENDATION | | | PAGE REFERENCE | | ||||||
| 1. | | | Election of directors | | | | | FOR each nominee | | | | ||
| 2. | | | Ratification of appointment of Deloitte & Touche LLP as NextEra Energy’s independent registered public accounting firm for 2023 | | | | | FOR | | | | ||
| 3. | | | Advisory vote to approve NextEra Energy’s compensation of its named executive officers | | | | | FOR | | | | ||
| 4. | | | Non-binding advisory vote on whether NextEra Energy should hold a non-binding shareholder advisory vote to approve NextEra Energy’s compensation of its named executive officers every 1, 2 or 3 years | | | | | 1 YEAR | | | | ||
| 5. | | | Shareholder Proposal | | | | | AGAINST | | | |
| | BY INTERNET | | | | | | BY TELEPHONE | | | | | | BY | | | | | | IN PERSON | | ||||
Go to the website www.proxyvote.com, 24 hours a day, |
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| | Call 1-800-690-6903, 24 hours a day, |
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proxy card or | | | | If you |
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| ~65 GW* in operation | | | | ~8,000 MEGAWATT (“MW”) wind, solar and | | | | ~15,000 employees | | | | ~$159B in | |
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| Record restoration in response to | | | | ~16; ~14% GAAP and adjusted earnings per share (“EPS”) growth compared to 2021 | | | | ~ 19 GW year-end record backlog at NextEra Energy Resources | | | | ~51% below the national average CO2 emissions rate as of year-end 2021 | |
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| 86% improvement in NextEra Energy overall company safety performance since 2003 | | | | ~$19B invested in American energy infrastructure in 2022 | | | | 47% three-year total shareholder return, outperforming the S&P 500 Utilities Index | | | | ~8.6% reduction of already best-in-class non-fuel operations and maintenance (“O&M”) per megawatt hour (“MWh”) at Florida Power & Light Company (“FPL”) compared to 2021 | |
Please see the Notice, your proxy/confidential voting instruction card or the information your broker provided
If you are a shareholder of record and you return your signed proxy/confidential voting instruction card or submit your proxy on the Internet or by telephone, but do not indicate your voting preferences, the persons named as proxies2022, despite challenges in the proxy/confidential voting instruction card will vote the shares represented by that proxy as recommended by the Board on all proposals.
In person at the annual meeting
All shareholders may vote in person at the annual meeting. However, if you are a beneficial owner of shares, you must obtain a legal proxy from your broker and present it to the inspector of election with your ballot to be able to vote in person at the annual meeting. See the response toWho may attend the annual meeting? above for additional information on how to attend the annual meeting.
Your vote is important. You can save us the expense of a second mailing and further solicitation of proxies by submitting your proxy or voting instructions promptly.
May I change my vote after I submit my proxy or voting instructions on the Internet or by telephone or after I return my proxy/confidential voting instruction card or voting instructions?
Yes. If you are a shareholder of record, you may revoke your proxy before it is exercised by:
providing written notice of the revocation to the Corporate Secretary of the Company at the Company’s offices at P.O. Box 14000, 700 Universe Blvd., Juno Beach, Florida 33408-0420;
making timely delivery of later-dated voting instructions on the Internet or by telephone or, if you received the proxy materials by mail, also by making timely delivery of a valid, later-dated proxy/confidential voting instruction card; or
voting by ballot at the annual meeting, although please note that attendance at the meeting will not by itself revoke a previously granted proxy.
You may change your proxy by using any one of these methods regardless of the method you previously used to submit your proxy.
If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker. You may also vote in person at the annual meeting if you obtain a legal proxy as described in the answer to the previous question.
All shares for which proxies have been properly submitted and not revoked will be voted at the annual meeting.
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How do I vote my Employee Retirement Savings Plan (401(k)) shares?
If you participate in themacroeconomic environment. NextEra Energy Inc. Employee Retirement Savings Plan (the “plan”), you may give voting instructionscontinued to Fidelity Management Trust Company, as trustee ofdeliver superior financial performance, on an annual and multi-year basis.
Your instructions will tell the Trustee how to vote the number of shares of NextEra Energy common stock in the plan reflecting your proportionate interest in the NextEra Energy Stock Fund and the NextEra Energy Leveraged ESOP Fund. You have this right because the plan deems you to be a “named fiduciary” of the shares of common stock allocated to your account for voting purposes. Your instructions will also determine the vote of a proportionate number of shares of common stock in the NextEra Energy Leveraged ESOP Fund which are not yet allocated to participants. If you do not give the Trustee voting instructions, the number of shares reflecting your proportionate interest in the NextEra Energy Stock Fund and the NextEra Energy Leveraged ESOP Fund will be voted by the Trustee in the same manner as it votes proportionate interests for which it receives voting instructions and your proportionate share of the unallocated NextEra Energy Leveraged ESOP Fund shares will be voted by the Trustee in the same manner as it votes unallocated shares for which instructions are received. The Trustee will vote your sharesfinancial measure calculated in accordance with your duly executed instructions received by 1:00 a.m., Eastern time, on Tuesday, May 16, 2017.
You may also revoke previously given voting instructions by 1:00 a.m., Eastern time, on Tuesday, May 16, 2017, by filing written notice of revocation with the Trustee or by giving new voting instructions in any of the ways described above. The Trustee will follow the last timely voting instructions which it receives from you. Your voting instructions will be kept confidential by the Trustee.
What is “householding” and how does it affect me?
NextEra Energy has adopted a procedure approved by the SEC called “householding.” Under this procedure, shareholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one package containing individual copies of the Notice or proxy materials in paper form for each shareholder of record at the address. This procedure will reduce the volume of duplicate materials shareholders receive, conserve natural resources and reduce NextEra Energy’s postage costs. Shareholders who participate in householding and to whom a full set of proxy materials has been mailed will continue to receive separate proxy cards.
If you are a shareholder of record and are eligible for householding, but you and other shareholders of record with whom you share an address currently receive multiple packages containing copies of the Notice or proxy materials in paper form, or if you hold shares in more than one account, and in either case you wish to receive only a single package for your householdaccounting principles generally accepted in the future, please contact Computershare in writing at Computershare Trust Company, N.A., P.O. Box 43078, Providence, RI 02940-3078 or by calling 888-218-4392. You may contact Computershare at the same mailing address or telephone number if you wishUnited States of America (“GAAP”). See Appendix A to revoke your consent to future householding mailings.
If your household receives only a single package containing a copy of the Notice or the proxy materials, and you wish to receive a separate copy for each shareholder of record, please contact Broadridge toll-free at 800-542-1061, or write to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717, and separate copies will be provided promptly.
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Beneficial owners may request information about householding from their banks, brokers or other holders of record.
What are the Board’s recommendations?
Unless you give other instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are set forth together with the description of each proposal in this proxy statement. In summary, the Board recommends a vote:
FOR election as directors of the nominees specified in this proxy statement. (See Proposal 1)
FOR ratification of appointment of Deloitte & Touche LLP as NextEra Energy’s independent registered public accounting firm for 2017. (See Proposal 2)
FOR approval, by non-binding advisory vote, of NextEra Energy’s compensation of its named executive officers as disclosed in this proxy statement. (See Proposal 3)
FOR1 YEAR as the frequency with which NextEra Energy will hold a non-binding shareholder advisory vote to approve NextEra Energy’s compensation of its named executive officers. (See Proposal 4)
FOR approval of the NextEra Energy, Inc. 2017 Non-Employee Directors Stock Plan. (See Proposal 5)
AGAINST the shareholder proposal. (See Proposal 6)
In accordance with the discretion of the persons acting under the proxy concerning such other business as may properly be brought before the annual meeting or any adjournment or postponement thereof.
What vote is required to approve the matters proposed?
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Who pays for the solicitation of proxies?
NextEra Energy is soliciting proxies, and it will bear the expense of solicitation. Proxies will be solicited principally by mail and by electronic media, although directors, officers and employees of NextEra Energy or its subsidiaries may solicit proxies personally, by telephone or by electronic means, but without compensation other than their regular compensation. NextEra Energy has retained D.F. King & Co., Inc. to assist it in the solicitation of proxies, for which D.F. King & Co., Inc. will be paid a fee of $12,500 plus reimbursement of out-of-pocket expenses. NextEra Energy will reimburse custodians, nominees and other persons for their out-of-pocket expenses in sending the Notice and/or proxy materials to beneficial owners.
Could other matters be decided at the annual meeting?
At the date of printing of this proxy statement for a reconciliation of this non-GAAP financial measure to the Board did not know of any matters to be submitted for action at the annual meeting other than those referred to in this proxy statementmost directly comparable GAAP financial measure.
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2016 BUSINESS AND GOVERNANCE HIGHLIGHTS
2016 BusinessGovernance Highlights
NextEra Energy achieved Company-record adjusted earnings* of $2.9 billion, adjusted earnings per share* of $6.19 and a 1-year total shareholder return (“TSR”) of 18.4%. The Company’s 2016 TSR outperformed the 2016 TSRs of the S&P 500 Utilities Index of 16.3% and S&P 500 Index of 12.0%.
| Metric | | | Rank | | | Detail | | |||
| Adjusted EPS Growth* | | | | | #1 | | | | 1-, 3-, 5-, 7- and 10-year | |
| Adjusted return on equity (“ROE”) | | | | | #1 | | | | 1-, 3-, 5-, 7- and 10-year | |
| Total shareholder return (“TSR”) | | | | | #1 | | | | 5-, 7- and 10-year | |
In 2017, NextEra Energy was named by Fortune Magazine as the World’s Most Admired Electric & Gas Utility for the tenth time
The returns that NextEra Energy generated for its shareholders were attributable to outstanding 2016 performance by the Company’s two principal operating businesses, FPL and NextEra Energy Resources, LLC whichDecember 31, 2022; rankings are described in more detail in the CD&A beginning on page 44.
sourced from FactSet Research Systems Inc.
| NEXTERA ENERGY VS. INDICES | | | 3-YEAR TSR | | | 5-YEAR TSR | | | 10-YEAR TSR | | |||||||||
| NextEra Energy | | | | | 47% | | | | | | 139% | | | | | | 528% | | |
| S&P 500 Electric Utilities Index, total return | | | | | 26% | | | | | | 67% | | | | | | 185% | | |
| S&P 500 Utilities Index, total return | | | | | 20% | | | | | | 58% | | | | | | 186% | | |
| UTY, total return | | | | | 22% | | | | | | 61% | | | | | | 185% | | |
| S&P 500, total return | | | | | 25% | | | | | | 57% | | | | | | 227% | | |
| S&P 500 Growth Index, total return | | | | | 24% | | | | | | 63% | | | | | | 258% | | |
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| DIRECTOR INDEPENDENCE | | | | BOARD LEADERSHIP | | | | BOARD ACCOUNTABILITY | | | | BOARD EVALUATION & EFFECTIVENESS | |
| » 11 of 12 director nominees are independent » CEO is the only non-independent director » All members of Board committees (other than the Executive Committee and Nuclear Committee) are independent directors | | | | » Independent Lead Director selected by the independent directors » Lead Director has strong role and significant governance duties, including chairing regularly scheduled executive sessions of independent directors | | | | » All directors stand for election annually and the Board has adopted a resignation policy for directors who fail to receive the required vote in uncontested elections » Simple majority voting standard for all uncontested director elections » Shareholders of 20% or more of the outstanding shares may call a special meeting » No shareholder rights (“poison pill”) plan » No supermajority vote requirements in the Company’s Articles of Incorporation | | | | » Annual Board and committee self-evaluations » Annual independent director evaluation of the Chairman | |
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| BOARD REFRESHMENT & DIVERSITY | | | | DIRECTOR ENGAGEMENT | | | | CLAWBACK & ANTI-HEDGING POLICIES | | | | SHARE OWNERSHIP | | | | PROXY ACCESS | |
| » Balance of new and experienced directors, with tenure of director nominees averaging 7.7 years* » Specified retirement age for directors » 33% of director nominees are women » Average age of director nominees is 64 years* » 17% of director nominees are ethnically diverse | | | | » All current directors attended at least 92% of Board and their assigned committee meetings » Board policy limits non-employee director membership on other public company boards to three | | | | » Recoupment or clawback policy to recover certain executive pay » Policy prohibiting short sales, hedging and margin accounts | | | | » CEO required to hold shares equivalent to 7x base salary » All senior executives required to hold share equivalent to 3x base salary » Directors required to hold shares equivalent to 7x the cash portion of their annual retainer | | | | » Available to a shareholder, or group of up to 20 shareholders, owning 3% of the Company’s outstanding shares for at least 3 years » May nominate candidates for the greater of 2 directorships or up to 20% of the membership of the Board | |
2016 Governance Highlights
Energy decarbonizing itself, while leveraging its considerable scale and expertise to help its power sector and commercial and industrial customers reduce and, ultimately, eliminate carbon emissions from their own operations.
Eleven»
The Board hasScope 1, Scope 2 and certain categories of Scope 3 greenhouse gas emissions (“GHG”) as verified by an independent lead director.
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| REAL ZERO™ The Company’s goal to eliminate CO2 emissions from its operations by 2045 without the use of carbon offsets | | | | 51% The Company’s CO2 emissions rate in 2021 was 51% lower than the utility industry’s 2005 average CO2 emissions rate | | | | 50% FPL’s “30-by-30” plan to install 30 million solar panels in Florida by 2030 was 55% complete as of April 2022—and now expects to complete by 2025—five years ahead of schedule | | | | 0 FPL has no coal-fired power generation in Florida | |
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| 24%WOMEN / 39%MINORITIES The diversity of our employees in 2021, including 24% women and 39% minorities in our workforce, with 26% and 28%, respectively, in our management ranks | | | | $700 M Awarded, in the most recent federal reporting period, $700 million in purchase contracts to minority- and women- owned businesses | | | | SUSTAINABILITY FOCUS The Board’s oversight process of ESG issues, with a particular focus on the sustainability of our business | | | | SHAREHOLDER ENGAGEMENT Our successful shareholder engagement efforts, which ensure that the Company’s management and the Board better understand shareholder priorities and perspectives | |
The 2022 ESG Report also includes disclosure within the following established environmental reporting frameworks:
The Company does not have a shareholder rights (“poison pill”) plan.
The Company has no supermajority vote requirements inalso publishes its Articles of Incorporation.
Shareholders holding 20% of the outstanding shares may call a special meeting.
All directors stand for election annually.
Non-employee directors may not serve on more than four public company boards.
Additionally, in | | | | The Company’s 2022 ESG Report and CDP survey response are available at: | |
Board oversight NextEra Energy, as |
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In uncontested elections, directors must be elected by a majorityrenewable energy leader, has made climate-related issues core to its overall business strategy. The entire NextEra Energy Board of votes cast.
The Board committees engage in annual self-assessments and the Board annually reviews its effectiveness.
The Governance and Nominating Committee engages in a continuous process of assessing whether current Board members provide the mix of skills and experience neededDirectors, led by the Board. As a resultchairman, has oversight of this process, five new members have joined the Board since July 2012.
As discussed below, the Company’s Amendedclimate-related risks and Restated Bylaws (the “Bylaws”) allow for shareholder proxy access nominees.
Recent changes to the Company’s Articles of Incorporation and Bylaws demonstrate the active engagement of the Board and management in ensuring a responsive governance program.
The Board, through the Governance & Nominating Committee, engages in a comprehensive review of its governance practices. As a part of these reviews, the Company regularly initiates outreach discussions with shareholders owning a significant aggregate ownership interest in the Company to solicit inputopportunities, including their impacts on the Company’s governance. In 2016,strategy. The Board understands the impacts of climate change on the Company’s future growth, as a resultwell as how the Company prepares its business to adapt to the effects of these reviews and discussions, and taking into account a shareholder proposal approved at the 2016 annualclimate change. At every scheduled board of directors meeting, the Board adoptedperforms a review of the Company’s performance against business objectives and key risks and opportunities for the Company. The Board also holds an amendmentannual strategy session devoted to discussing, debating and validating management’s overall strategy. Oversight of climate-related issues includes discussion of physical risks from climate change, such as hurricanes, climate- and emissions-related government policies, incentives and regulations, emissions-reduction initiatives, renewable energy, trends and business plans, and emerging clean energy technologies, among others.
| | | | We contacted 50 of our largest shareholders | | ||||
| | | | We engaged with shareholders holding 27% of our shares | | | |
Proposal 1: Election as directors of the nominees specified in this proxy statement
NOMINEES SPECIFIED IN THIS PROXY STATEMENT
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| Nicole S. Arnaboldi | | | | Sherry S. Barrat | | | | James L. Camaren | | | | Kenneth B. Dunn | | | | Naren K. Gursahaney | | | | Kirk S. Hachigian | |
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| John W. Ketchum | | | | Amy B. Lane | | | | David L. Porges | | | | Dev Stahlkopf | | | | John A. Stall | | | | Darryl L. Wilson | |
| 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 O&M initiatives and reducing costs. | | | | |||||
| | | MERGERS & ACQUISITIONS EXPERIENCE Our Company from time to time acquires new businesses and assets, as demonstrated with the recent acquisitions (e.g., Gulf Power Company). 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 (FPL is the largest vertically integrated electric utility in the U.S. by retail MWh sales), experience in the utility industry or another regulated industry assists the Board in understanding the regulatory issues that the Company faces. | | | | ||
| | | ENERGY INDUSTRY LEADERSHIP With FPL’s use of natural gas to fuel a substantial portion of its electricity generation 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. | | | | |||||
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| DIRECTOR QUALIFICATIONS | | | COMPETENCIES AND RELEVANCE TO NEXTERA ENERGY | | | BOARD COMPOSITION | | |||
| 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. | | | | |||||
| 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 five million customer accounts in the state of Florida. Experience in marketing, sales and customer service helps the Board oversee FPL’s best-in-class customer value proposition. We also have customer and consumer facing businesses at NextEra Energy Resources. | | | | ||
| Experience in managing engineering and construction projects | | | | | ENGINEERING AND CONSTRUCTION LEADERSHIP In 2022, the Company invested approximately $19 billion in energy infrastructure and NextEra Energy Resources commissioned approximately 5,000 MWs 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 comprehensive cybersecurity programs. | | | |
experience at a strategy and/or policy setting level, or high-level managerial experience in a relatively complex business, government or other organization, or other similar and relevant experience in dealing with complex problems;
sufficient time to devote to the Company’s affairs (including by limiting service on boards of public companies to no more than four public companies, including the Company);
character and integrity;
an inquiring mind and good judgment;
an ability to work effectively with others;
the individual’s contribution to the achievement ofachieve a mix of directors who representrepresenting a diversity of background and experience, including diversity with respect to age, gender, race, ethnicity and specialized experience;
an ability to representexperience. The charts below reflect the balanced interestsdiversity of the Company’s shareholders as a whole, rather than special constituencies;
the individual’s independence as described in applicable listing standards, legislation, regulations and the Corporate Governance Principles & Guidelines;
the extent
whether the individual would be considered an “audit committee financial expert” or “financially literate” as described in applicable listing standards or regulations.
As discussed more specifically below, the Governance & Nominating Committee considered in particular the contributions to a strong, diverse board of the individual backgrounds and experience of its current directors and nominees including, without limitation, experience in: leading and growing businesses; legislative, political and regulatory affairs; customer and client service; environmental compliance; cyber security and information management; investor relations; international business operations and management; industrial operations; capital raising strategies; executive compensation; renewable energy; nuclear power operations and management; finance; financial instruments, including derivatives; risk management; and strategic planning. The regulated and competitive operations of the Company require an understanding of, among other matters, the regulatory, legislative and political environment affecting public utility and competitive energy operations, the service demands of wholesale and retail power customers, the effect of new technologies on the Company’s strategic direction, the challenges of maintaining growth without sacrificing profitability, the diverse options available for financing the Company’s businesses and the Company’s responsibilities to the customers and communities it serves. The particular experience, qualifications, attributes and skills that led the Governance & Nominating Committee and the Board to conclude, in light of the Company’s businesses and structure, that each current director and
Mrs. Barrat has 38 years of leadership experience in financial services, including her service through July 1, 2012 as vice chairman, and her previous service as president of Personal Financial Services (one of four principal business units), of Northern Trust Corporation, a Fortune 500 company. She is
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| | | Age 64 | | | Independent director since October 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 since 2021. She was previously the vice chairman of Credit Suisse Asset Management and | | | Qualifications Ms. Arnaboldi brings to the Board a wealth of finance and business expertise, along with a |
Mr. Camaren has 19 years of leadership experience with a large, regulated investor-owned utility. During the years he served as chairman and chief executive officer, 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 relations and investor relations.
Mr. Dunn has extensive experience in investment, asset and risk management gained through his 16-year career at Miller, Anderson & Sherrerd and its successor by merger, Morgan Stanley Investment Management. In addition, he is an expert in financial economics, having taught that subject as a professor at, and Dean of, the David A. Tepper School of Business at Carnegie Mellon University. Mr. Dunn has a Ph.D. in industrial administration.
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 chief executive officer 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 chief executive officer of the Asia-Pacific division of a medical diagnostic and imaging manufacturer. He has a MBA from the University of Virginia and a Bachelor of Science in Mechanical Engineering from The Pennsylvania State University.
Mr. Hachigian has extensive leadership, operations and strategic planning experience gained through his prior service as the chairman, chief executive officer 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 chief executive officer 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 a MBA in finance from the Wharton School of Business and a bachelor’s degree in engineering from the University of California (Berkeley).
Ms. Jennings has extensive legislative and political experience, gained through service for four years as Lieutenant Governor of the State of Florida and 24 years in the Florida legislature. She also served as a member of Florida Governor Rick Scott’s transition team. In addition, through her 20 years as president and ten years as chairman of Jack Jennings & Sons, Inc.Arts, magna cum laude, she has extensive experience in operating a Florida-based business and familiarity with the Florida business environment.
Ms. Lane has 26 years of leadership experience with financial services, capital markets, finance and accounting, capital structure, acquisitions and divestitures in the financial services industry as well as extensive experience in management, leadership and strategy. Ms. Lane served as a managing director and group leader of the global Retailing Investment Banking Group at Merrill Lynch & Co., Inc., from 1997 until her retirement in 2002. In that role, 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, Inc., which she joined in 1989 and where she founded and led the retail industry investment banking unit. Ms. Lane has a MBA from the Wharton School of Business.
Mr. Robo, NextEra Energy’s chairman, president and chief executive officer, previously served as the Company’s vice president of corporate development and strategy, as president of NextEra Energy’s competitive energy subsidiary, NextEra Energy Resources, LLC (“NextEra Energy Resources”), and as the Company’s chief operating officer. As a result of his service in his current and prior positions,
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Mr. Schupp has 33 years of leadership experience as a chief executive officer of both public and private banking organizations, and has experience in reviewing the financial statements of complex businesses, in mergers and acquisitions, in developing and implementing capital raising strategies, in strategic planning and expertise in Florida-based customers and business conditions. In addition, he has experience in such areas as macroeconomic policy, community and economic development and government regulation gained from his service as a director of the Federal Reserve Bank of Atlanta.
Mr. Skolds has extensive leadership experience in the operation and management of nuclear power generation facilities and utilities, and in financial and strategic planning. He retired as executive vice president of Exelon Corporation, a utility services holding company (“Exelon”), and president of Exelon Energy Delivery and Exelon Generation. Earlier in his career, Mr. Skolds worked at SCANA Corporation, an energy-based holding company, in a number of capacities, including president and chief operating officer of South Carolina Electric and Gas. Mr. Skolds also served on the boards of the Institute for Nuclear Power Operations and the Nuclear Energy Institute. Mr. Skolds is a graduate of the United States Naval Academy and spent over five years in the Navy where, among other duties, he operated nuclear submarines. Mr. Skolds also holds a MBA from the University of South Carolina.
Mr. Swanson has 42 years of leadership experience at Raytheon Company (“Raytheon”), a complex public company with international operations. Mr. Swanson served 10 years through September 2014 as Raytheon’s chairman of the board and 10 years through March 2014 as its chief executive officer. He has extensive experience in strategic planning, operations and management, global business operations and complex technologies. He holds a bachelor’s degree in industrial engineering from California Polytechnic State University.
Mr. Tookes has many years of operational leadership in senior management positions at large international public companies, which provided him with leadership, financial and global experience, as well as substantial leadership experience in the management of complex technology businesses. His science, engineering and business education and training have provided him with knowledge relevant to the operation of the Company’s businesses. His public company board experience includes service on the audit, finance, compensation, governance and nominating and business ethics committees of various public companies.
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Listed below are the 12 nominees for election as directors, their ages and principal occupations and certain other information regarding them. Unless otherwise noted, each director has held his or her present position continuously for five years or more and his or her employment history is uninterrupted.
| SHERRY S. BARRAT | | | Age 73 | | | Independent director since 1998 | |
| Board Committees » Compensation » Executive » Governance & Nominating Public Company Boards » Arthur J. Gallagher & Company (since 2013) » Independent trustee or director of certain Prudential Insurance mutual funds (since 2013) | | | Career Highlights Mrs. Barrat | | | Qualifications Mrs. Barrat has | |
| JAMES L. CAMAREN | | | Age 68 | | | Independent director | |
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| Career Highlights Mr. Camaren | | | Qualifications Mr. Camaren has | |
| KENNETH B. DUNN | | | Age 71 | | | Independent director | |
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| Career Highlights Mr. Dunn | | | Qualifications Mr. Dunn | |
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| NAREN K. GURSAHANEY | | | Age 61 | | | Independent director since 2014 | |
| Board Committees » Audit (Chair) » Executive » Governance & Nominating Public Company Boards » Stericycle, Inc. (since January 2023) » Terminix Global Holdings, Inc. f/k/a ServiceMaster Global Holdings (2017-2022) | | | Career Highlights Mr. Gursahaney | | | 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 | |
| KIRK S. HACHIGIAN | | | Age 63 | | | Independent director | |
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Board Committees » Compensation (Chair) » Executive » Governance & Nominating Public Company Boards » Allegion plc (since 2013) » PACCAR, Inc. (since 2008) | | |||||||
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| Career Highlights Mr. Hachigian | | | 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 in engineering from the University of California (Berkeley). | |
| JOHN W. KETCHUM | | | Age 52 | | | Director since March 2022 | |
| Board Committees » Executive (Chair) » Nuclear Public Company Boards » NextEra Energy Partners, LP (since 2017) | | | Career Highlights Mr. Ketchum has been president and CEO and a director of NextEra Energy since | ||||
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| | | 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 NEP. During his 19 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. | |
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| AMY B. LANE | | | Age 70 | | | Independent director since 2015 | |
| Board Committees » Executive » Finance & Investment (Chair) » Governance & Nominating Public Company Boards » Fedex Corp. (since 2022) » The TJX Companies, Inc. (since 2005) » Trustee of Urban Edge Properties (2015-2022) | | | Career Highlights Ms. Lane | | | Qualifications Ms. Lane has | |
| DAVID L. PORGES | | | Age 65 | | | Independent director since | |
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Board Committees » Finance & Investment » Governance & Nominating | | |||||||
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| Career Highlights Mr. | | | 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. | |
| DEV STAHLKOPF | | | Age 53 | | | Independent director nominee | |
| | | Career Highlights Ms. Stahlkopf joined Cisco Systems, Inc. (“Cisco”) 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 undergraduate degrees in English and philosophy from the University of Washington. | |
| JOHN A. STALL | | | Age 68 | | | Independent director since May 2022 | |
| Board Committees » Audit » Nuclear Public Company Boards » Evergy, Inc. (2019-2022) | | | Career Highlights Mr. Stall retired from NextEra Energy | | | Qualifications Mr. Stall has substantial nuclear expertise, operations and engineering experience and leadership experience. He has over 40 years of experience in | |
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| DARRYL L. WILSON | | | Age 59 | | | Independent director since 2018 | |
| Board Committees » Audit » Compensation Public Company Boards » Eaton Corporation plc (since 2021) | | | Career Highlights Mr. | | | 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 | |
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Baldwin Wallace College. | ||||||||
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| | | | The Board unanimously recommends a vote FOR the election of all nominees. | | |
THE BOARD UNANIMOUSLY RECOMMENDS A VOTEFOR THE ELECTION
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Proposal 2: Ratification of appointment of Deloitte & Touche LLP as NextEra Energy’s independent registered public accounting firm for 2017
In accordance with the provisions
| | | | The Board unanimously recommends a vote FOR ratification of appointment of Deloitte & Touche LLP as NextEra Energy’s independent registered public accounting firm for 2023. | | |
THE BOARD UNANIMOUSLY RECOMMENDS A VOTEFOR RATIFICATION
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Proposal 3: Approval, by non-binding advisory vote, of NextEra Energy’s compensation of its named executive officers as disclosed in this proxy statement
shareholders, including the Compensation Discussion & Analysis section, the compensation tables and the accompanying narrative discussion, pursuant to the compensation disclosure rules of the Securities and Exchange Commission (Item 402 of Regulation S-K).”
NextEra Energy Total Shareholder Return Through 12-31-16 vs. Various Indices(1)
1-year TSR | 3-year TSR | 5-year TSR | 10-year TSR | |||||||||||||
NextEra Energy | 18.4 | % | 53 | % | 130 | % | 206 | % | ||||||||
S&P 500 Electric Utilities Index, total return | 15 | % | 43 | % | 54 | % | 82 | % | ||||||||
S&P 500 Utilities Index, total return | 16.3 | % | 43 | % | 64 | % | 97 | % | ||||||||
UTY, total return | 17 | % | 42 | % | 57 | % | 88 | % | ||||||||
S&P 500, total return | 12 | % | 29 | % | 98 | % | 96 | % |
NEXTERA ENERGY TOTAL SHAREHOLDER RETURN THROUGH 12/31/2022 VS. VARIOUS INDICES(1)
(1) Source: FactSet Research Systems |
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The Company asks shareholders to approve this proposal by approving the following non-binding resolution:
RESOLVED, that the shareholders of NextEra Energy, Inc. approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K as promulgated by the Securities and Exchange Commission in the NextEra Energy, Inc. proxy statement for the 2017 annual meeting of shareholders, including theCompensation Discussion & Analysis section, the compensation tables and the accompanying narrative discussion.
; except UTY, source: Bloomberg
| | | | The Board unanimously recommends a vote FOR approval, by non-binding advisory vote, of NextEra Energy’s compensation of its named executive officers, as disclosed in this proxy statement. | | |
THE BOARD UNANIMOUSLY RECOMMENDS A VOTEFOR APPROVAL, BY
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Proposal 4: Non-binding advisory vote on whether NextEra Energy should hold a non-binding shareholder advisory vote to approve NextEra Energy’s compensation of its named executive officers everyEVERY 1, 2 orOR 3 years
YEARS
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| | | | The Board unanimously recommends a vote for 1 YEAR as the frequency with which NextEra Energy will hold a non-binding shareholder advisory vote to approve NextEra Energy’s compensation of its named executive officers. | | |
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR1 YEAR AS THE FREQUENCY WITH WHICH WILL HOLD A NON-BINDING SHAREHOLDER ADVISORY VOTE TO APPROVE NEXTERA ENERGY’S COMPENSATION2023 PROXY STATEMENT●21
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Annual Meeting Equity compensation plans approved by security holders Equity compensation plans not approved by security holders Total Company’s overall business, long-term strategy, and risks, particularly with respect to climate change. The Proposal 5: ApprovalNextEra Energy, Inc. 2017 Non-Employee Directors Stock Planis asking shareholders to consider and vote uponhas been notified that a proposal to approve the NextEra Energy, Inc. 2017 Non-Employee Directors Stock Plan (the “2017 Non-Employee Directors Plan”). Upon the recommendation of the Compensation Committee, the Board on February 17, 2017 unanimously approved the 2017 Non-Employee Directors Plan, which will become effective upon receipt of shareholder approval of the plan at the 2017 annual meeting. The Board believes that approval of the 2017 Non-Employee Directors Plan is in the best interests of the Company and its shareholders.The Board has proposed approval of the 2017 Non-Employee Directors Plan to amend and restate the Company’s current FPL Group, Inc. 2007 Non-Employee Directors Stock Plan (the “Current Directors Plan”). Although shares of the Company’s common stock remain available for grant under the Current Directors Plan, the Company’s authority to pay additional compensation under the Current Directors Plan expires on May 24, 2017. The Company is asking its shareholders to approve the amended and restated plan so that it will be able to continue to pay stock-based compensation to non-employee directors. When the 2017 Non-Employee Directors Plan becomes effective, no additional awards will be made under the Current Directors Plan.No awards under the 2017 Non-Employee Directors Plan have been granted or will be granted unless and until the plan is approved by the Company’s shareholders at the 2017 annual meeting. If shareholders do not approve the 2017 Non-Employee Directors Plan, compensatory equity-based grants to directors will continue to be made under the Current Directors Plan until the plan expires and to the extent of the shares of the Company’s common stock available for issuance under that plan, which for future grants totaled approximately 250,360 shares as of March 1, 2017 (without giving effect to additional shares that may become available upon the future forfeiture or cancellation of outstanding awards).Description of the 2017 Non-Employee Directors PlanThe following description of the 2017 Non-Employee Directors Plan is qualified in its entirety by reference to the complete text of the 2017 Non-Employee Directors Plan, which is attached as Appendix A to this proxy statement and incorporated by reference into this proposal. You are urged to read this proposal and the text of the 2017 Non-Employee Directors Plan in their entirety.Summary of Material Provisions of the 2017 Non-Employee Directors PlanPurpose and Eligibility.The purpose of the 2017 Non-Employee Directors Plan is to further strengthen the alignment of interests between members of the Board of Directors of NextEra Energy who are not employees of the Company and the Company’s shareholders through the ownership by non-employee directors of shares of the Company’s common stock. Awards may be granted under the 2017 Non-Employee Directors Plan only to individuals who are members of the Board and are not employees of the Company. As of March 1, 2017, all 11 non-employee directors would be eligible to participate in the 2017 Non-Employee Directors Plan.Effective Date. The 2017 Non-Employee Directors Plan will be effective on the date on which it is approved by the Company’s shareholders.Term.The 2017 Non-Employee Directors Plan will terminate automatically ten years after its effective date, unless it is earlier terminated by the Board.Administration.The 2017 Non-Employee Directors Plan generally will be administered by a committee (the “Committee”) consisting of two or more directors of the Company each of whom qualifies as a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act. Unless otherwise determined by the Board, the Committee will be the Compensation Committee. The Committee has plenary discretion and authority over the operation of the 2017 Non-Employee Directors Plan.21Shares Available under the Plan.Assuming the 2017 Non-Employee Directors Plan is approved by shareholders, the maximum aggregate number of shares which may be issued under the 2017 Non-Employee Directors Plan will be 500,000 shares, including shares previously granted under the Current Directors Plan that remain subject to a forfeiture condition on the date of the 2017 annual meeting. The Current Directors Plan has approximately 250,360 shares available for grant as of March 1, 2017, none of which will be available for grant upon approval of the 2017Non-Employee Directors Plan. As of March 1, 2017, the closing price of the Company’s common stock as reported in the consolidated transaction reporting system of the NYSE was $129.41.Termination, Amendment and Adjustments in the Event of Business Reorganization.The Board will be authorized to amend, alter, suspend or terminate the 2017 Non-Employee Directors Plan as to any shares of the Company’s common stock as to which awards have not been made. Any amendment to the 2017 Non-Employee Directors Plan, however, will be subject to receipt of the approval of the Company’s shareholders if shareholder approval of the amendment is required by any law or regulation or NYSE rule or to the extent determined by the Board. In the event any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, exchange of shares for other securities, stock dividend or other special and nonrecurring dividend or distribution (whether in the form of cash, securities or other property), liquidation, dissolution or other similar corporate transaction or event affects the shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights under the 2017 Non-Employee Directors Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and kind of securities deemed to be available thereafter for issuances of shares in the aggregate to all non-employee directors and individually to any one non-employee director and (ii) the number and kind of securities that may be delivered or deliverable in respect of undistributed shares.Awards.The following types of awards may be made under the 2017 Non-Employee Directors Plan, subject to limitations set forth in the plan.Discretionary Grants.The Committee, in its discretion, may make a grant of shares (or an interest in shares, however denominated, to be settled in the future by delivery of shares) to any one or more non-employee directors as consideration for services rendered or promised to be rendered as a member of the Board or its committees at such times, for such number of shares and on such other terms and conditions (including but not limited to restrictions on the voting and dividend rights associated with such shares, service-related vesting, forfeiture provisions, holding period, and transfer restrictions) as the Committee may determine. Unless the Committee determines otherwise, discretionary grants: (a) shall be in the form of issued and outstanding shares registered in the name of the non-employee director; (b) shall be fully vested and nonforfeitable when awarded; and (c) shall carry full voting and dividend rights in favor of the holder of record from the date of grant.Voluntary Conversion of Cash Compensation.A non-employee director may elect, at such time and in such manner as the Committee may prescribe, that all or any portion of his or her compensation for service on the Board and its committees that is payable in cash be converted into and distributed to the non-employee director in shares of equivalent fair market value. Shares distributed in this way shall be fully vested and nonforfeitable.Awards to New Directors.The Committee, in its discretion, may make a one-time grant of shares to a non-employee director after his or her initial election or appointment to the Board. Any such award shall be made within six (6) months after such non-employee director becomes a member of the Board. The Committee shall determine the number of shares included in such award. Shares distributed in this way shall be fully vested and nonforfeitable.Dividend Equivalents.The Committee is authorized to grant dividend equivalents. The Committee may provide that dividend equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional shares or other property, or otherwise reinvested.22Deferral.Compensation payable under the 2017 Non-Employee Directors Plan shall be eligible for deferral for federal (and, to the extent applicable, state and local) income tax purposes if and to the extent provided under a separate written deferred compensation plan of the Company that complies with the requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations promulgated thereunder.Holding Period for Shares.Shares acquired by a non-employee director under the 2017 Non-Employee Directors Plan may not be sold or transferred so long as he or she remains a member of the Board except that a non-employee director may sell or transfer shares in excess of the shares required to be held according to the Company’s written stock ownership guidelines for non-employee directors as specified in the Corporate Governance Principles and Guidelines.New Plan Benefits. The number of shares that will be awarded to the directors under the 2017 Non-Employee directors Plan is not determinable at this time as the Committee will make the awards in its sole discretion. The number of awards made under the Current Directors Plan in 2016 is described under “Director Compensation” beginning on page 90.Summary of U.S. Federal Tax Consequences.A non-employee director who is awarded fully vested shares under the 2017 Non-Employee Directors Plan will be required to recognize ordinary income for U.S. federal income tax purposes in an amount equal to the fair market value of the shares on the date of the award. The Company will be entitled to deduct the amount of the ordinary income recognized by the non-employee director for the same year in which the non-employee director recognizes ordinary income.A non-employee director who is awarded shares subject to a vesting schedule under the 2017 Non-Employee Directors Plan generally will not recognize any taxable income for federal income tax purposes at the time the award is made. However, the non-employee director may elect under Section 83(b) of the Internal Revenue Code to recognize ordinary income in the year of the award in an amount equal to the fair market value of the shares on the date of the award, determined without regard to the vesting schedule. If a non-employee director does not make such a Section 83(b) election, the fair market value of the shares on the date such shares vest will be treated as ordinary income to the non-employee director and will be taxable in the year vesting occurs. Dividends paid while the shares are subject to vesting, once themselves vested, will be taxable as ordinary income. The Company will be entitled to a business expense deduction in the same amount and at the same time as the non-employee director recognizes ordinary income.If a non-employee director elects to defer shares received under the 2017 Non-Employee Directors Plan, U.S. federal income taxation will be deferred to the date of delivery of the shares in accordance with the deferral election. In addition, the Company’s business expense deduction will be in the same amount and at the same time as the non-employee director recognizes ordinary income.Unless you specify otherwise in your proxy/voting instruction card or in the instructions you give on the Internet or by telephone, your proxy will be votedFOR approval of the NextEra Energy, Inc. 2017 Non-Employee Directors Stock Plan.THE BOARD UNANIMOUSLY RECOMMENDS A VOTEFOR APPROVAL OF THE NEXTERA ENERGY, INC. 2017 NON-EMPLOYEE DIRECTORS STOCK PLAN23Securities Authorized For Issuance Under Equity Compensation PlansNextEra Energy’s equity compensation plan information as of December 31, 2016 is as follows:Plan Category Number of securities
to be issued upon
exercise of
outstanding options,
warrants and
rights(a) Weighted-average
exercise price of
outstanding
options, warrants
and rights ($)(b) Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in
column (a))(c) 4,479,039 (1) $ 71.08 (2) 9,383,195 — — — 4,479,039 $ 71.08 9,383,195 (1)Includes an aggregate of 2,505,208 outstanding options, 1,747,538 unvested performance share awards (at maximum payout), 16,564 deferred fully vested performance shares and 183,989 deferred stock awards (including future reinvested dividends) under the NextEra Energy, Inc. Amended and Restated 2011 Long Term Incentive Plan (“2011 LTIP”) and the former long term incentive plan, the FPL Group, Inc. Amended and Restated Long Term Incentive Plan, and 25,740 fully vested shares deferred by directors under the NextEra Energy, Inc. 2007 Non-Employee Directors Stock Plan and its predecessor, the FPL Group, Inc. Amended and Restated Non-Employee Directors Stock Plan.(2)Relates to outstanding options only.24Proposal 6: Shareholder proposalThe Comptroller of the State of New York, Thomas P. DiNapoli, 59 Maiden Lane, 30th Floor, New York, NY 10038, is the trustee of the New York State Common Retirement Fund (the “Fund”) and has given the Company notice that he intends to present thisa proposal for consideration at the annual meeting on behalf of the Fund. The Fund represented that it held a total of 1,410,600 shares of common stock as of the date the proposal was submitted.meeting. In accordance with SECSecurities and Exchange Commission (“SEC”) regulations, the text of the shareholder proposal and supporting statement appearappears exactly as received by the Company (including the use of boldface and italics).Company. The shareholder proposal may contain assertions about the Company or other matters that the Company believes are incorrect, but the Company has not attempted to refute all of those assertions. All statements contained in the shareholder proposal and supporting statement are the sole responsibility of the proponent. The Company disclaims responsibility for the content of the proposal and the supporting statement, including sources referenced instatement.supporting statement.Proposal 6—Political Contributions DisclosureResolved,proponent will be furnished upon receipt by the Corporate Secretary of an oral or written request for that information.shareholdersCompany that they intend to present the following proposal for consideration at the annual meeting. or “Company”) hereby request that its Board of Directors (the “Board”) disclose in NextEra’s annual proxy statement each director/nominee’s self-identified gender and race/ethnicity, as well as the Company provide a report, updated semiannually, disclosingdefined skills and attributes that are most relevant considering the Company’s:1.Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.2.Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:a.The identity of the recipient as well as the amount paid to each; andb.The title(s) of the person(s) in the Company responsible for decision-making.reportrequested information shall be presented in matrix format and shall not include any attributes the Board identifies as minimum qualifications for all director candidates (the “Board Matrix”).relevant board committeeattributes; and posted(3) make meaningful, year-over-year comparisons of the Board’s composition; and (4) ascertain the self-identified gender, race/ethnicity, skills and attributes of any particular director who has assumed leadership roles on the Company’s website within 12 monthsboard/committees, as well as his/her/their tenure.dateBoard believes is relevant.
Supporting Statement
As long-term shareholders of NextEra, we support transparency and accountability in corporate spending on political activities. These include any activities considered intervention in any political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, organizations, or ballot measures; direct independent expenditures; or electioneering communications on behalf of federal, state or local candidates.
Disclosure is in the best interest of the company and its shareholders. The Supreme Court affirmed this itsCitizens United decision: “[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.” Gaps in transparency and accountability may expose the company to reputational and business risks that could threaten long-term shareholder value.
Publicly available records show that NextEra contributed over $11.6 million in corporate funds since the 2004 election cycle. (CQ:http://moneyline.cq.com and National institute on Money in State Politics:http://www.followthemoney.org)
However, publicly available data does not provide a complete picture of the Company’s political spending. For example, the Company’s payments to trade associations and “social welfare organizations”—organized under section 501(c)(4) of the IRS Code—used for political activities are undisclosed and unknown. This proposal asks the Company to disclose all of its political expenditures, including payments to trade associations and other tax-exempt organizations.
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This would bring our Company in line with a growing number of leading companies, includingPG&E,Sempra Energy andEdison International, that support political disclosure and accountability and present this information on their websites.
The Company’s Board and its shareholders need comprehensive disclosure to be able to fully evaluate the political use of corporate assets. We urge your support for this critical governance reform.
Political Contributions Disclosure—Proposal 6
The Board Unanimously Recommends a Vote AGAINST the Foregoing Proposal for the Following Reasons:
Annual Meeting
| | | | The Board unanimously recommends a vote AGAINST the foregoing proposal for the following reasons: | | |
NextEra Energy recently updated its website to provide additional information related to political contributions.The Company updated its website this year to place filed lobbying reports directly on the Company’s website. As a result, muchcollective wisdom of the information requested ingroup. The breadth of our disclosures, including the shareholder proposal is now available directly onenhancements mentioned above, emphasize the Company’s website. The Company also added additional navigation links to provide easier access tocollective strength of our Board and meaningfully addresses the political contributions policy and information.
NextEra Energy needs to be an effective participant in the legislative and regulatory process.The Company is closely regulated and subject to legislation that can impact the Company’s operations and profitability. The Board believes that it is in the best interests of the Company’s shareholders for NextEra Energy to be an effective participant in the political process. Laws and policies enacted and adopted by federal, state and local authorities can have a significant impact on the Company and its customers, employees and shareholders. NextEra Energy actively encourages public policy that furthers its ability to provide the cleanest, most reliable electricity to its customers and to operate efficiently, safely and profitably. NextEra Energy’s active participation in political processes and public policy discussions is appropriate to ensure that public officials are informed about key issues that affect the Company’s interests and those of its customers, employees and shareholders and of the communities the Company serves.
NextEra Energy already has a Political Contributions Policy and its political contributions are regulated by the government.NextEra Energy maintains a rigorous compliance process to ensure that the Company’s political activities are lawful, properly disclosed and aligned with its Code of Business Conduct & Ethics. Political contributions are also subject to comprehensive regulation by federal, state and local governments with detailed disclosure requirements, including requirements to file reports with appropriate state and federal agencies on lobbying-related activities and expenditures. NextEra Energy is committed to compliance with all such applicable laws.
The proposal is unnecessary and duplicative because NextEra Energy’s political contributions are already subject to extensive disclosure requirements.The Board believes that adoption of this resolution is unnecessary and duplicative. NextEra Energy already discloses its Political Contributions Policy and the process for and the titles of the individuals responsible for authorizing contributions pursuant to this policy. NextEra Energy already reports corporate lobbying-related activities and expenditures as required to appropriate federal, state and local agencies. Information about the Political Contributions Policy and NextEra Energy’s political action committee (“PAC”) contributions and current lobbying activities can be found on the Company’s website athttp://www.investor.nexteraenergy.com and in reports filed with various state and federal agencies, which are also available through links on the Company’s website.
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Adopting the proposal would not be the best use of NextEra Energy’s resources because adequate disclosure already exists.Since disclosure of the Company’s policies and procedures regarding lobbying activities, business associations and PAC contributions are already readily available to the public and Company shareholders, the Board believes that the additional reports requested in the proposal would result in an unnecessary and unproductive use of the Company’s resources.
Additional disclosure requirements could hinder the Company’s ability to pursue its business and strategic objectives. It is the Board’s view that subjecting the Company to additional disclosure requirements could hinder the Company’s ability to pursue its business and strategic objectives. Such disclosure would make it easier for competitors and others to discern the Company’s public policy and political strategies and implement strategies opposed to the Company’s public policy goals, which would prevent the achievement of such goals and could negatively affect the Company, its operations and results. NextEra Energy’s responsible participation in the political process and its prudent expenditures in connection with such participation are in the best interests of the Company, its shareholders and its customers.
proposal.
| | | | For the above reasons, the Board unanimously recommends a vote AGAINST this proposal. | | |
FOR THE ABOVE REASONS, THE BOARD UNANIMOUSLY RECOMMENDS A VOTEAGAINST THIS PROPOSAL
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Common Stock Ownership of Certain Beneficial Owners and Management
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | ||||
BlackRock, Inc. 55 East 52nd Street New York, NY 10055(1) | 37,446,093(1) | 8.0 | % | |||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355(2) | 35,000,629(2) | 7.3 | % | |||
State Street Corporation State Street Financial Center One Lincoln Street Boston, MA 02111(3) | 24,886,717(3) | 5.33 | % |
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stock based on shares outstanding as of March 22, 2023.
| NAME AND ADDRESS OF BENEFICIAL OWNER | | | AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP | | | PERCENT OF CLASS | | ||||||
| The Vanguard Group(1) 100 Vanguard Blvd. Malvern, PA 19355 | | | | | 192,398,222 | | | | | | 9.7% | | |
| BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055 | | | | | 156,622,420 | | | | | | 7.9% | | |
| State Street Corporation(3) State Street Financial Center One Lincoln Street Boston, MA 02111 | | | | | 113,299,531 | | | | | | 5.7% | | |
| | | | COMMON STOCK BENEFICIALLY OWNED | | | | | | | | |||||||||||||||
| NAME | | | SHARES OWNED(1) | | | SHARES WHICH MAY BE ACQUIRED WITHIN 60 DAYS(2) | | | TOTAL SHARES BENEFICIALLY OWNED(3) | | | PHANTOM/ DEFERRED SHARES(4) | | ||||||||||||
| Nicole S. Arnaboldi | | | | | — | | | | | | — | | | | | | — | | | | | | 4,047 | | |
| Sherry S. Barrat | | | | | 102,291 | | | | | | 11,143 | | | | | | 113,434 | | | | | | 46,567 | | |
| James L. Camaren | | | | | 154,380 | | | | | | — | | | | | | 154,380 | | | | | | 31,349 | | |
| Deborah H. Caplan | | | | | 156,653 | | | | | | 205,954 | | | | | | 362,607 | | | | | | 18,003 | | |
| Terrell Kirk Crews II | | | | | 39,898 | | | | | | 39,918 | | | | | | 79,816 | | | | | | 3,458 | | |
| Kenneth B. Dunn | | | | | 79,020 | | | | | | — | | | | | | 79,020 | | | | | | — | | |
| Naren K. Gursahaney | | | | | 25,391 | | | | | | 15,259 | | | | | | 40,650 | | | | | | — | | |
| Kirk S. Hachigian | | | | | 60,285 | | | | | | — | | | | | | 60,285 | | | | | | — | | |
| John W. Ketchum | | | | | 180,995 | | | | | | 596,495 | | | | | | 777,490 | | | | | | 18,642 | | |
| Rebecca J. Kujawa | | | | | 115,441 | | | | | | 183,224 | | | | | | 298,665 | | | | | | 4,793 | | |
| Amy B. Lane | | | | | 22,806 | | | | | | 21,059 | | | | | | 43,865 | | | | | | — | | |
| David L. Porges | | | | | 37,586 | | | | | | 4,908 | | | | | | 42,494 | | | | | | 8,504 | | |
| James L. Robo(5) | | | | | 1,272,208(6) | | | | | | 3,233,561 | | | | | | 4,505,769 | | | | | | 1,580,017 | | |
| Rudy E. Schupp | | | | | 60,084 | | | | | | — | | | | | | 60,084 | | | | | | — | | |
| Charles E. Sieving | | | | | 208,666 | | | | | | 230,147 | | | | | | 438,813 | | | | | | 29,069 | | |
| Eric E. Silagy(5) | | | | | 250,451 | | | | | | 832,412 | | | | | | 1,082,863 | | | | | | 32,400 | | |
| John L. Skolds | | | | | 49,820 | | | | | | — | | | | | | 49,820 | | | | | | — | | |
| Dev Stahlkopf | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| John A. Stall | | | | | 10,401 | | | | | | — | | | | | | 10,401 | | | | | | — | | |
| Darryl L. Wilson | | | | | 15,095 | | | | | | — | | | | | | 15,095 | | | | | | 970 | | |
| All directors, director nominees and executive officers as a group (24 persons) | | | | | 1,599,586 | | | | | | 2,047,370 | | | | | | 3,646,956 | | | | | | 172,816 | | |
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Common Stock Beneficially Owned | Phantom/Deferred | |||||||||||||||
Name | Shares Owned(1) | Shares Which May Be Acquired Within 60 Days(2) | Total Shares Beneficially Owned(3) | |||||||||||||
Sherry S. Barrat | 28,860 | 2,517 | 31,377 | 13,951 | ||||||||||||
James L. Camaren | 31,760 | 0 | 31,760 | 6,844 | ||||||||||||
Moray P. Dewhurst(5) | 3,855 | 263,348 | 267,203 | 0 | ||||||||||||
Kenneth B. Dunn | 15,420 | 0 | 15,420 | 0 | ||||||||||||
Naren K. Gursahaney | 2,740 | 2,570 | 5,310 | 0 | ||||||||||||
Kirk S. Hachigian | 5,520 | 0 | 5,520 | 0 | ||||||||||||
Toni Jennings | 19,060 | 0 | 19,060 | 0 | ||||||||||||
John W. Ketchum | 23,655 | 6,255 | 29,910 | 1,842 | ||||||||||||
Amy B. Lane | 4,400 | 1,303 | 5,703 | 0 | ||||||||||||
Manoochehr K. Nazar | 115,994 | 158,983 | 274,977 | 9,070 | ||||||||||||
Armando Pimentel, Jr. | 87,148 | 205,801 | 292,949 | 7,352 | ||||||||||||
James L. Robo | 474,895 | (6) | 664,983 | 1,139,878 | (6) | 138,463 | ||||||||||
Rudy E. Schupp | 22,060 | (7) | 0 | 22,060 | (7) | 0 | ||||||||||
Eric E. Silagy | 38,300 | 67,663 | 105,963 | 4,334 | ||||||||||||
John L. Skolds | 8,294 | 0 | 8,294 | 0 | ||||||||||||
William H. Swanson | 25,180 | 0 | 25,180 | 0 | ||||||||||||
Hansel E. Tookes, II | 1,791 | 21,060 | 22,851 | 0 | ||||||||||||
All directors and executive officers as a group (23 persons) | 1,147,220 | 1,319,080 | 2,466,300 | 197,823 |
(3) Represents the total number of shares listed under the columns “Shares Owned” and “Shares Which May Be Acquired Within 60 Days.” Under SEC rules, beneficial ownership as of any date includes any shares as to which a person, directly or indirectly, has or shares voting power or dispositive power and also any shares as to which a person has the right to acquire such voting or dispositive power as of or within 60 days after such date through the exercise of any stock option or other right. (4) Includes phantom shares under the FPL Group, Inc. Supplemental Executive Retirement Plan, amended and restated effective April 1, 1997 (the “Frozen SERP”), and the NextEra Energy, Inc. (f/k/a FPL Group, Inc.) Supplemental Executive Retirement Plan, amended and restated effective January 1, 2005 (the “Restated SERP”). The Frozen SERP and the Restated SERP are collectively referred to as the “SERP.” Also includes, for Mr. Robo, 312,678 shares held by the trustee of a grantor trust pursuant to a deferred stock grant made under the LTIP, as to which he has neither voting nor dispositive power, 201,946 shares, the receipt of which is deferred pursuant to the terms of a deferred stock grant under the NextEra Energy, Inc. Amended and Restated 2011 Long Term Incentive Plan (“2011 LTIP”), and 929,217 shares, the receipt of which is deferred pursuant to an election made under the NextEra Energy, Inc. Deferred Compensation Plan. NEXTERA ENERGY2023 PROXY STATEMENT●25 Information About NextEra Energy and Management (5) Mr. Robo retired as Chairman, President and CEO of NextEra Energy in March 2022 and as Executive Chairman in July 2022 and, therefore, is not included in the group total. Mr. Robo’s stock ownership is as of July 2022. Mr. Silagy is no longer a |
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Section 16(a) Beneficial Ownership Reporting Compliance
16 officer as of February 15, 2022 and, therefore, is not included in the group total.
NextEra Energy has had formal corporate governanceGuidelines that set forth expectations for directors, director independence standards, in effect since 1994. The Governance & Nominating Committee is responsibleboard committee structure and functions and other policies for reviewing the Corporate Governance Principles & Guidelines and reporting and making recommendations to the Board concerning corporate governance matters.Company’s governance. NextEra Energy has adopted a Code of Ethics for Senior Executive and Financial Officers which applies to NextEra Energy’s chairman, president and chief executive officer, executive vice president, finance and chief financial officer, treasurer, chief tax officer, executive vice president & general counsel, vice president, controller and chief accounting officer, and the president and chief executive officers of FPL and NextEra Energy Resources, as well as a Code of Business Conduct & Ethics applicable to all representatives of NextEra Energy and its subsidiaries, including directors, officers and employees. The Corporate Governance Principles & Guidelines,employees, as well as a Code of Ethics for Senior Executive and Financial Officers and Code of Business Conduct & Ethics(“Senior Code”), which applies to certain senior executive officers. These documents are available on the Company’s website atwww.nexteraenergy.com/investors/governance.shtml.
Under 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 shall offer to resign, and the Board shall determine whether or not to accept the resignation within ninety 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.
address.
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partner, shareholder or officer of an organization that has a relationship with the Company) in order to determine that the director is independent. As set forth in the Corporate Governance Principles & Guidelines, the Board considers all relevant facts and circumstances in making independence determinations. In particular, when assessing the materiality of a director’s relationship (if any) with the Company, the Board considers materiality both from the standpoint of the director and from the standpoint of persons or organizations with which the director has an affiliation. Material relationships for this purpose may include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others.
In addition to the subjective standard described above, the NYSE standards have objective tests for determining who is an “independent director.” Under the objective tests, a director cannot be considered independent if he or she:
is an employee of the Company, or has an immediate family member who is an executive officer of the Company, until three years after the employment relationship ended;
receives, or has an immediate family member who has received (other than as a non-executive officer employee of the Company), during any 12-month period within the last three years, more than $120,000 in direct compensation from the Company (other than director and committee fees and pension or other forms of deferred compensation for prior service and not contingent on continued service), until three years after that amount is no longer received;
is a current partner or employee of Deloitte & Touche or has an immediate family member who is either (a) a current partner of Deloitte & Touche or (b) a current employee of Deloitte & Touche who personally works on the Company’s audit, until three years after these relationships with Deloitte & Touche have ended;
is an executive officer, or whose immediate family member is an executive officer, of another company where any of the Company’s present executive officers serve on that other company’s compensation committee, until three years after the end of that service or employment relationship; or
is an employee, or whose immediate family member is an executive officer, of a company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any single fiscal year, exceeds the greater of (a) $1,000,000 or (b) 2% of such other company’s consolidated gross revenues, until three years after falling below that threshold.
The NYSE standards and the Corporate Governance Principles & Guidelines also require that each of the Compensation Committee, the Governance & Nominating Committee and the Audit Committee consist entirely of independent directors. The NYSE standards and Rule 10A-3 under the Exchange Act include the additional requirement that members of the Audit Committee may not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company other than their director compensation. The NYSE standards also require that, when determining the independence of members of the Compensation Committee, the Board is to consider all factors specifically relevant to determining whether a director has a relationship with NextEra Energy which is material to the director’s ability to be independent from management in connection with the director’s duties on the Compensation Committee, including, but not limited to, consideration of the sources of compensation of Compensation Committee members, including any consulting, advisory or other compensatory fees paid by NextEra Energy, and whether any Compensation Committee member is affiliated with NextEra Energy or any of its subsidiaries or affiliates. Compliance by Audit Committee members and Compensation Committee members with these requirements is separately assessed by the Board.
Based on its review, conducted in accordance with the Company’s Corporate Governance Principles & Guidelines and the NYSE standards, the Board determined in February 2017 that Nicole S. Arnaboldi, Sherry S. Barrat, James L. Camaren, Kenneth B. Dunn, Naren K. Gursahaney, Kirk S. Hachigian, Toni Jennings, Amy B. Lane, David L. Porges, Rudy E. Schupp, John L. Skolds, William H. Swanson,John A. Stall and Hansel E. Tookes, II,Darryl L. Wilson, constituting all 1112 non-employee directors, of NextEra Energy,and Dev Stahlkopf, a non-employee director nominee, are independent under the NYSE standards (including, where applicable, the
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separate Audit Committee and Compensation Committee standards) and the Corporate Governance Principles & Guidelines.
As set forth in the Corporate Governance Principles & Guidelines, theapproximately $150,500.
Upon the retirement of Mr. Robo as executive chairman in July 2022, Mr. Ketchum was appointed chairman and the roles of NextEra Energy’s chairman and CEO were combined.
the Board immediately following the 2024 annual meeting.
to
to
to
to
to
to
to
Executive sessions of the independent directors are provided for in the agenda for each regularly-scheduled Board meeting and each regularly-scheduled committee meeting (other than quarterly earnings review meetings of the Audit Committee). As noted above, the Lead Director chairs the Board executive sessions and thereafter provides feedback to the chief executive officer. Committee executive sessions are chaired by the committee chairs, all of whom are independent directors (with the exception of the Executive
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Committee, which is chaired by the chairman of the board and meets only on an as-needed basis).
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| AUDIT COMMITTEE | | | | FINANCE & INVESTMENT COMMITEE | | | | NUCLEAR COMMITEE | | | | COMPENSATION COMMITTEE | |
| » Oversees the integrity of the Company’s financial statements, the independent auditor’s qualifications and independence, the performance of the Company’s internal audit function and the Company’s accounting and financial reporting processes » Oversees compliance with legal and regulatory requirements » Discusses with management the Company’s policies with respect to risk assessment and risk management » Reviews and discusses the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures » Ensures that risks identified from time to time as major risks are reviewed by the Board or a Board committee | | | | » Reviews and monitors the Company’s financing plans » Reviews and makes recommendations regarding the Company’s dividend policy » Reviews risk management activities and exposures related to the Company’s energy trading and marketing operations » Reviews the Company’s major insurance lines » Oversees the risks associated with financing strategy, financial policies and the use of financial instruments, including derivatives | | | | » Reviews the safety, reliability and quality of nuclear operations » Reviews reports issued by external oversight groups » Reviews the Company’s long-term strategies and plans related to its nuclear operations | | | | » Oversees compensation-related risks, including annually reviewing management’s assessment of risks related to employee compensation programs » Oversees the compensation risk mitigation practices and controls that the Company has in place | |
monitoring of the Company’s risk management policies and procedures. NextEra Energy’s management maintains a number of risk oversight committees that assess operational and financial risks throughout the Company. NextEra Energy also has a Corporate Risk Management Committee, composed of senior executives, that assesses the Company’s strategic risks and the strategies employed to mitigate those risks. The Board
In addition to annually examining the Board and the Board committee processes and procedures, 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. During the period from July 2012 to February 2015, five new members joined the Board, adding significantly to the skills, expertise and experience of the Board.
Diversity. Diversity is among the factors the Governance & Nominating Committee considers when identifying and evaluating potential Board nominees. The Corporate Governance Principles & Guidelines provide that, in identifying nominees for director, the Company seeks to achieve a mix of directors representing a diversity of background and experience, including diversity with respect to age, gender, race, ethnicity and specialized experience. Diversity is weighted equally with the other factors considered when identifying and evaluating Board nominees. In the Board’s annual self-evaluation, it reviews the criteria for skills, experience and diversity reflected in the Board’s membership, and also reviews the Board’s process for identification, consideration, recruitment and nomination of prospective Board members.
The Board discharges its risk oversight responsibilities primarily through its committees, each of which reports its activities to the Board at the next succeeding Board meeting. The risk oversight responsibilities of the committees include the following:
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NextEra Energy’s chief executive officer serves as the Company’s chief risk officer. In that capacity, the chief executive officer, together with other members of the Company’s senior management team, oversees the execution and monitoring of the Company’s risk management policies and procedures. NextEra Energy’s management maintains a number of risk oversight committees that assess operational and financial risks throughout the Company. NextEra Energy also has a Corporate Risk Management Committee, composed of senior executives, that assesses the Company’s strategic risks and the strategies employed to mitigate those risks. The Board committees discussed above meet periodically with the Company’s senior management team to review the Company’s risk management practices and key findings.
2022. Absent circumstances that cause a director to be unable to attend the Board meeting held in conjunction with the annual shareholders’ meeting of shareholders, Board members are required to attend the annual shareholders’ meeting.meeting of shareholders. All 12 of thecurrent directors then in office attended the 20162022 annual meeting of shareholders.
shareholders, except Directors Hachigian and Wilson, due to family obligations.
Audit Committee
NextEra Energy has an Audit Committee established in accordance with applicable provisions of the Exchange Act and the NYSE standards. The Audit Committee is currently composed of Mrs. Barrat, Ms. Jennings and Messrs. Swanson (Chair), Gursahaney and Skolds. The Audit Committee met nine times in 2016, and at such meetings met regularly with Deloitte & Touche and the internal auditor, both privately and in the presence of management. The Audit Committee has the authority to appoint or replace the Company’s independent registered public accounting firm and approves all permitted services to be performed by the firm. The Audit Committee also approves the engagement of any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services. The Audit Committee assists the Board in overseeing the integrity of the financial statements, compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications, performance and independence, the performance of the Company’s
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internal audit function, the accounting and financial reporting processes of the Company and audits of the Company’s financial statements. The Audit Committee is responsible for establishing
| AUDIT COMMITTEE | | | Meetings in 2022: 8 | | |||
| | | Members » Naren K. Gursahaney (Chair) » Nicole S. Arnaboldi » Kenneth B. Dunn » John L. Skolds » John A. Stall » Darryl L. Wilson | | | Primary Responsibilities » Appoints the Company’s independent registered public accounting firm and approves all permitted services to be performed by the firm » Reviews the independent registered public accounting firm’s qualifications, performance and independence » Approves the engagement of any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services » Assists the Board in overseeing the integrity of the Company’s financial statements and compliance with legal and regulatory requirements » Assists the Board in overseeing the performance of the Company’s internal audit function, the accounting and financial reporting processes of the Company and audits of the Company’s financial statements » Establishes procedures for the receipt, retention and treatment of complaints and concerns received by the Company regarding accounting, internal accounting controls or auditing matters
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| Qualifications » All members are independent and financially literate under applicable NYSE and SEC requirements » Mr. Gursahaney is an audit committee financial expert under the definition provided by the SEC | |
The Audit Committee Report for 2016 begins at page 41.
Compensation Committee
The Compensation Committee is currently composed of Ms. Lane and Messrs. Hachigian (Chair), Dunn, Schupp and Tookes. The Compensation Committee met four times in 2016. The Board has determined that each member of the Compensation Committee is independent under the NYSE standardsMatters
| COMPENSATION COMMITTEE | | | Meetings in 2022: 5 | | |||
| | | Members » Kirk S. Hachigian (Chair) » Sherry S. Barrat » James L. Camaren » Rudy E. Schupp » Darryl L. Wilson | | | Primary Responsibilities » Reviews and approves corporate goals and objectives relevant to the compensation of the CEO and the other executive officers » Evaluates the performance of the CEO in light of those goals and objectives, approves the compensation of the CEO and the other executive officers, approves any compensation-related agreements for the CEO and the other executive officers and makes recommendations to the Board with respect to the non-employee directors’ compensation » Oversees the preparation of the Compensation Discussion & Analysis section of this proxy statement and approves the Compensation Committee Report » Reviews the results of the Company’s shareholder advisory vote on the compensation of the NEOs, makes recommendations to the Board with respect to incentive compensation plans and other equity-based plans and administers the Company’s annual and long-term incentive plans and non-employee directors stock plan » Retains, and assesses the independence of, any outside compensation consultants engaged to assist in the evaluation of executive compensation | | |
| Qualifications » All members meet the NYSE standards for independence | |
| GOVERNANCE & NOMINATING COMMITTEE | | | Meetings in 2022: 7 | | |||
| | | Members » Rudy E. Schupp (Chair) » Sherry S. Barrat » Naren K. Gursahaney » Kirk S. Hachigian » Amy B. Lane » David L. Porges | | | Primary Responsibilities » Reviews the size and composition of the Board, identifies and evaluates potential nominees for election to the Board and recommends candidates for all directorships to be elected by shareholders or appointed by the Board » Reviews the Governance Guidelines, the Related Person Transactions Policy and the content of the Code of Business Conduct & Ethics and the Senior Code and recommends any proposed changes to the Board » Oversees the evaluation of the Board » Makes recommendations to the Board regarding the business of the annual meeting of shareholders, as well as with respect to shareholder proposals that may be considered at the annual meeting | | |
| Qualifications » All members meet the NYSE standards for independence | |
| FINANCE & INVESTMENT COMMITTEE | | | Meetings in 2022: 8 | | |||
| | | Members » Amy B. Lane (Chair) » Nicole S. Arnaboldi » James L. Camaren » Kenneth B. Dunn » David L. Porges | | | Primary Responsibilities » Reviews and monitors the Company’s financing plans » Reviews and makes recommendations to the Board regarding the Company’s dividend policy » Reviews the Company’s risk management activities and exposures related to its energy trading and marketing operations » Reviews certain proposed capital expenditures » Reviews the performance of the Company’s pension, nuclear decommissioning and other investment funds | | |
| Qualifications » All members meet the NYSE standards for independence | |
and Board Matters
| NUCLEAR COMMITTEE | | | Meetings in 2022: 4 | | | |||||
| | | Members » John L. Skolds (Chair) » John W. Ketchum » John A. Stall | | | Primary Responsibilities » Meets with senior members of the Company’s nuclear division » Reviews the operation of the Company’s nuclear division and makes reports and recommendations to the Board with respect to such matters » Reviews, among other matters, the safety, reliability and quality of the Company’s nuclear operations and the Company’s long-term strategies and plans for its nuclear operations | | | |||
| Qualifications » Mr. Skolds and Mr. Stall meet the NYSE standards for independence | | | | |
| EXECUTIVE COMMITTEE | | | Meetings in 2022: 2 | | | | | |||
| | | Members » John W. Ketchum (Chair) » Sherry S. Barrat » Naren K. Gursahaney » Kirk S. Hachigian » Amy B. Lane » Rudy E. Schupp | | | Primary Responsibilities » Provides an efficient means of considering such matters and taking such actions as may require the attention of the Board or the exercise of the Board’s powers or authorities when the Board is not in session | | |
As permitted under the terms of the 2011 LTIP, the Board has delegated to the chief executive officer the authority to make equity grants to employees who are not executive officers. The Compensation Committee has the authority to review these awards. In addition, the Compensation Committee delegated to the chief executive officer and the most senior human resources officer its authority to identify participants in the 2013 Executive Annual Incentive Plan (the “Annual Incentive Plan”) other than executive officers and to establish the terms and conditions pursuant to which incentive compensation for 2016 was payable to such other participants. The Compensation Committee has not delegated any other authority granted to it.
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Compensation Committee Agenda and Processes; Role of External Consultants
The Compensation Committee plans its agendas to ensure a thorough and thoughtful decision process. Typically, information regarding strategic decisions with respect to the NEOs is presented at one meeting to the Compensation Committee, which makes its decision at a subsequent meeting. This allows time for follow-up questions from Compensation Committee members in advance of the final decision.
During 2016, following an independence evaluation (taking into account all factors required by applicable law or NYSE listing standards, and such other factors as the Committee considered appropriate), the Compensation Committee engaged Frederic W. Cook & Co., Inc. (“Cook”), an independent executive compensation consulting firm which performed no other services for NextEra Energy or its affiliates, to provide advice and counsel to the Compensation Committee from time to time. Cook is sometimes referred to as the “Compensation Consultant.” In 2016, the Compensation Consultant participated in all Compensation Committee meetings. In accordance with its engagement letter, during the 2016 executive compensation cycle, Cook provided the Compensation Committee and the Company with analysis and advice on topics such as pay competitiveness and executive compensation program plan design. Cook also benchmarked and discussed with the Compensation Committee its recommendation with respect to non-employee director compensation. The Compensation Consultant also monitored current and emerging market trends and reported to the Compensation Committee on such trends and their impact on Company compensation practices. Cook has reviewed theCompensation Discussion& Analysis andCompensation Committee sections of this proxy statement andProposal 3: Approval, by non-binding advisory vote, of NextEra Energy’s compensation of its named executive officers as disclosed in this proxy statement.
The Compensation Committee had an executive session at the end of each of its 2016 meetings, during which no executive officers were present. During the appropriate executive sessions, the committee evaluated the performance of the chairman and chief executive officer, discussed and approved the compensation of the chairman and chief executive officer, met with the Compensation Consultant and discussed and considered such other matters as it deemed appropriate.
Compensation Risk Assessment
In February 2017, the Compensation Committee reviewed management’s analysis of the Company’s compensation program risks and mitigation of those risks, as well as the Company’s ongoing compensation risk management process. During this review, the Committee discussed, among other matters, the Board’s overall role in the oversight of the Company’s risk, the Compensation Committee’s role in the oversight of compensation-related risk, the Company’s most significant risks, the relationship of those risks to the Company’s compensation programs and policies, and the compensation risk-related risk mitigation practices and controls which the Company has in place.
Compensation Consultant Conflicts Assessment
In February 2017, the Compensation Committee assessed the independence of Cook in accordance with SEC rules and concluded that the Compensation Consultant’s work for the Compensation Committee did not raise any conflicts of interest.
Governance & Nominating Committee
The Governance & Nominating Committee is currently composed of Mrs. Barrat (Chair), Ms. Jennings and Messrs. Camaren, Gursahaney and Schupp. The Governance & Nominating Committee met five times in 2016. The Board has determined that each member of the committee is independent under the NYSE standards and the Corporate Governance Principles & Guidelines. The committee is responsible for reviewing the size and composition of the Board, identifying and evaluating potential nominees for election to the Board consistent with criteria developed by the committee and approved by the Board, and
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recommending candidates for all directorships to be filled by the shareholders or the Board, subject to the Director Resignation Policy discussed above. The committee will consider potential nominees recommended by any shareholder entitled to vote in elections of directors, as discussed below underConsideration of Director Nominees. In addition, the committee is responsible for reviewing the Corporate Governance Principles & Guidelines, the Related Person Transactions Policy and the content of the Code of Business Conduct & Ethics and the Code of Ethics for Senior Executive and Financial Officers, and recommending any proposed changes to the Board, and overseeing the evaluation of the Board. The Governance & Nominating Committee conducts an annual self-evaluation.
The Governance & Nominating Committee Charter, a copy of which is available on NextEra Energy’s website atwww.nexteraenergy.com/investors/governance.shtml, contains a more detailed description of the Governance & Nominating Committee’s responsibilities.
Finance & Investment Committee
The Finance & Investment Committee is currently composed of Ms. Lane and Messrs. Tookes (Chair), Camaren, Dunn, Hachigian and Swanson. The Finance & Investment Committee met six times in 2016. The committee’s functions include reviewing and monitoring the Company’s financing plans, reviewing and making recommendations to the Board regarding the Company’s dividend policy, reviewing the Company’s risk management activities and exposures related to its energy trading and marketing operations, reviewing certain proposed capital expenditures and reviewing the performance of the Company’s pension, nuclear decommissioning and other investment funds. The Finance & Investment Committee conducts an annual self-evaluation.
The Finance & Investment Committee Charter, a copy of which is available on NextEra Energy’s website atwww.nexteraenergy.com/investors/governance.shtml, contains a more detailed description of the Finance & Investment Committee’s responsibilities.
Nuclear Committee
Mr. Skolds (Chair) is the sole member of the Nuclear Committee, which meets with senior members of the Company’s nuclear division. The Nuclear Committee met four times in 2016. The committee’s purpose is to review the operation of the Company’s nuclear division and make reports and recommendations to the Board with respect to such matters. The Committee is authorized to review, among other matters, the safety, reliability and quality of the Company’s nuclear operations and the Company’s long-term strategies and plans for its nuclear operations.
The Nuclear Committee Charter, a copy of which is available on NextEra Energy’s website atwww.nexteraenergy.com/investors/governance.shtml, contains a more detailed description of the Nuclear Committee’s responsibilities.
Executive Committee
The Executive Committee is currently composed of Mrs. Barrat and Messrs. Robo (Chair), Hachigian, Swanson and Tookes. The Executive Committee did not meet in 2016. The committee’s function is to provide an efficient means of considering such matters and taking such actions as may require the attention of the Board or the exercise of the Board’s powers or authorities when the Board is not in session.
The Executive Committee Charter, a copy of which is available on NextEra Energy’s website atwww.nexteraenergy.com/investors/governance.shtml, contains a more detailed description of the Executive Committee’s responsibilities.
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Consideration of Director Nominees
Proxy Access Shareholder Nominees
The Company recently amended its Bylaws to permit a shareholder, or a group of up to 20 shareholders, owning continuously for at least three years shares of NextEra Energy representing an aggregate of at least 3% of the Company’s outstanding shares to nominate and include in the Company’s proxy materials director nominees constitutingfor up to 20% of the current membership of the Board or two directorships, whichever is greater, provided that the shareholdershareholder(s) and nominee satisfy the requirements in the Bylaws. Notice of proxy access director nominees for the 20182024 annual meeting of shareholders should be addressed to theto:
www.investor.nexteraenergy.com/corporate-governance.
shareholder nominees
A shareholder who wishes
SeeShareholder Proposals for 2018 Annual Meeting for information about the requirements for submission of shareholder proposals for consideration at the 2018 annual meeting of shareholders.
Director Qualifications
In addition to the qualifications for directors set forth under Proposal 1 on page 9 of this proxy statement, 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 such other business’s board.
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Generally, no person who shall have attained the age of 72 years by the date of election shall be 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 such a director will not be eligible for election as a director if he or she has attained the age of 73 or 74 by the date of election.
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 periodically 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. As described above, the Governance & Nominating Committee considers properly submitted shareholder nominations for candidates for the Board. Following verification of the shareholder status of persons proposing candidates, recommendations are aggregated and considered by the Governance & Nominating Committee at a regularly scheduled meeting, which is generally but not exclusively the December or February meeting prior to the distribution of the proxy statement for the Company’s annual meeting. The Governance & Nominating Committee considers all nominee recommendations, including those from shareholders, in the same manner when determining candidates for the Board. If any materials are provided by a shareholder in connection with the nomination of a director candidate, such materials are provided to the Governance & Nominating Committee. The Governance & Nominating Committee also reviews materials provided by professional search firms or other parties. In evaluating nominations, the Governance & Nominating Committee seeks to achieve a diverse balance of knowledge, experience and capability. For additional information about the process for nominating and electing directors, seeProxy Access Shareholder Nominees,OtherShareholder Nominees andDirector Qualifications above and as set forth under Proposal 1, andShareholder Proposals for 2018 Annual Meeting, below.
18, 2024.
»
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»
Related Person Transactions Policy
NextEra Energy maintains
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completedrecently-completed fiscal year, and
Related Person Transactions in 2016
In filings with
»
Vanguard provided investment management and administrative services to the Company’s Employee Retirement Savings Plan and investment services to the decommissioning trust funds for NextEra Energy’sFPL, Duane Arnold, Point Beach and Seabrook nuclear plantsplants; it received fees of approximately $635,100 for such services in 2022; and
NextEra Energy believes that the terms of the services provided described above are comparable to the terms available to an unrelated third party under the same or similar circumstances.
Additionally, during 2016,
Each
legal advice and analysis related to solar tariffs and anticircumvention duties.
2022:
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independence and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. The Audit Committee has reviewed any relationships that may affect the objectivity and independence of the independent registered public accounting firm and has satisfied itself as to the firm’s independence. The Audit Committee also discussed with management, the internal auditors and the independent registered public accounting firm the quality and adequacy of the Company’s internal controls and the internal audit function’s organization, responsibilities, resources and staffing. The Audit Committee reviewed with both the independent registered public accounting firm and the internal auditors their audit plans, audit scope and identification of audit risks.
SEC.
2022.
William H. Swanson, Chair
Sherry S. Barrat
Naren K. Gursahaney
Toni Jennings
John L. Skolds
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| | | | | | | | | | | | | | | | | ||||||
| Naren K. Gursahaney, Chair | | | | Nicole S. Arnaboldi | | | | Kenneth B. Dunn | | | | John L. Skolds | | | | John A. Stall | | | | Darryl L. Wilson | |
TOUCHE
2016 | 2015 | |||||||
Audit Fees(1) | $ | 6,556,000 | $ | 6,595,000 | ||||
Audit-Related Fees(2) | 7,715,000 | 7,399,000 | ||||||
Tax Fees(3) | 206,000 | 321,000 | ||||||
All Other Fees(4) | 31,000 | 38,000 | ||||||
Total Fees(5) | $ | 14,508,000 | $ | 14,353,000 |
(1) Audit fees consist of fees billed for professional services rendered for the audit of NextEra Energy’s and FPL’s annual consolidated financial statements for the fiscal year, the reviews of the financial statements included in NextEra Energy’s and FPL’s Quarterly Reports |
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Policy on Audit Committee Pre-ApprovalForm 10-Q filed during the fiscal year and the audit of Auditthe effectiveness of internal control over financial reporting, comfort letters and Non-Audit Servicesconsents.
fees billed for assurance and related services that are reasonably related to the performance of the audit or review of NextEra Energy’s and FPL’s consolidated financial statements and are not reported under “Audit Fees.” These fees primarily related to audits of subsidiary financial statements, consultations on transactions and financial systems pre-implementation internal control assessment.
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This compensation discussion and analysis (also referred to as “CD&A”) explains our 20162022 executive compensation program for the named executive officers. Theour NEOs. Our executive compensation program for the Company’s NEOs also generally applies to theour Company’s other executive officers.officers, as well. Please read this discussion and analysis together with the tables and related narrative about executive compensation which follow.
EXECUTIVE SUMMARY
2016 Company Performance
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| JOHN W. KETCHUM | | | | TERRELL KIRK CREWS II | | | | REBECCA J. KUJAWA | | | | CHARLES E. SIEVING | |
| Chairman, President and Chief Executive Officer, NextEra Energy and Chairman, FPL | | | | Executive Vice President, Finance and Chief Financial Officer, NextEra Energy and FPL | | | | President and Chief Executive Officer, NextEra Energy Resources | | | | Executive Vice President and General Counsel, NextEra Energy and Executive Vice President, FPL | |
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| DEBORAH H. CAPLAN | | | | JAMES L. ROBO | | | | ERIC E. SILAGY | |
| Executive Vice President, Human Resources and Corporate Services, NextEra Energy and FPL | | | | Former Executive Chairman, NextEra Energy | | | | Former Chairman, President and Chief Executive Officer, FPL | |
Chief Executive Officer of NextEra Energy, has a strongpay for performance philosophy that contributed to very positive 2016 results.Mrs. Kujawa was appointed President and Chief Executive Officer of NextEra Energy Resources and Mr. Crews was appointed Executive Vice President, Finance and Chief Financial Officer of NextEra Energy and FPL. Mr. Ketchum previously served as President and Chief Executive Officer of NextEra Energy Resources. Mrs. Kujawa previously served as Executive Vice President, Finance and Chief Financial Officer of NextEra Energy and FPL. Mr. Crews previously served as Vice President, Business Management of NextEra Energy Resources. Effective March 1, 2022, Mr. Silagy was appointed Chairman of FPL and served as Chairman, President and Chief Executive Officer of FPL until February 15, 2023. Mr. Ketchum was appointed Chairman of FPL on February 15, 2023. Effective March 1, 2022, Mr. Robo was appointed Executive Chairman of NextEra Energy and retired as Chairman, President and Chief Executive Officer of NextEra Energy. Mr. Robo served as Chairman of FPL until March 1, 2022 and retired as Executive Chairman of NextEra Energy on July 30, 2022.
| | 2022 was a pivotal year for the Company as we delivered strong performance across the spectrum of factors, both financial and non-financial. The execution on these key pillars contributed to both near and longer-term value for stakeholders, including: | | |
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| COMMITMENT TO CUSTOMERS AND COMMUNITY » We served our customers and communities who dealt with Hurricane Ian, one of the most destructive storms to ever make landfall in the United States. We were able to restore power at the fastest rate in Company history so our customers and their communities could begin the rebuilding process. | | | | BUILDING ON LEADERSHIP » We executed on our senior leadership transition plan in which our CEO and Chairman, James L. Robo retired and was succeeded by John W. Ketchum. This orderly and thoughtful process was designed to ensure minimum disruption in near term results, while positioning the Company for long-term continued growth and success. | |
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| CORPORATE RESPONSIBILITY » NextEra Energy continues to be recognized as a leader in corporate responsibility. In 2023, NextEra Energy was named by Fortune Magazine as the World’s Most Admired Electric & Gas Utility for the sixteenth time in the last seventeen years. In 2022, Newsweek named NextEra Energy to its list of America’s Most Responsible Companies. | | | | RECORD FINACIAL RESULTS » We continued our long history of delivering outstanding results for shareholders reflected in our record financial performance and operational excellence. | |
| NET INCOME ATTRIBUTABLE TO NEXTERA ENERGY ON A GAAP BASIS | | | | ADJUSTED EARNINGS* | | | | ADJUSTED EPS* | |
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| $4.147B or $2.10 per share | | | | $5.742B a company record | | | | $2.90 a company record | |
most directly comparable GAAP financial measure.
| Metric | | | Data | | | Detail | | |||
| Adjusted EPS Growth (1-year)* | | | | | 13.7% | | | | 2021-2022 YoY Growth | |
| Adjusted EPS Growth (3-year)* | | | | | 11.5% | | | | 2020-2022 Average | |
| Adjusted ROE (1-year)* | | | | | 15.3% | | | | 2022 Return on Equity | |
| Adjusted ROE (3-year)* | | | | | 14.6% | | | | 2020-2022 Average | |
In 2017, NextEra Energy was named by Fortune Magazine as the World’s Most Admired Electric & Gas Utility for the tenth time
| Metric | | | Rank | | | Detail | | |||
| Adjusted EPS Growth* | | | | | #1 | | | | 1-, 3-, 5-, 7- and 10-year | |
| Adjusted ROE* | | | | | #1 | | | | 1-, 3-, 5-, 7- and 10-year | |
| TSR | | | | | #1 | | | | 5-, 7- and 10-year | |
December 31, 2022; rankings are sourced from FactSet Research Systems Inc.
| FPL | | | | NEXTERA ENERGY RESOURCES | |
| Achieved top-decile performance in minutes of service unavailability per customer and best-ever performance in frequency of momentaries | | | | Originated 6,946 MWs of renewable projects | |
| FPL was recognized in 2022 as one of the most trusted U.S. electric utilities by Escalent for the ninth consecutive year. | | | | Delivered strong performance in wind development, with approximately 3,833 MWs of new wind projects added | |
| Delivered best-in-class performance in per-customer O&M expense and top-decile overall fossil fleet generation availability of 93.0% | | | | Delivered strong performance in solar development, adding 2,555 contracted MWs of solar development | |
| The Edison Electric Institute (EEI) honored FPL with its Emergency Response Award for the company’s power restoration efforts following Hurricane Ian | | | | Leader in the U.S. in grid-scale battery storage, adding 558 MWs of storage development | |
| In 2022 won the ReliabilityOne® National Reliability Award for the seventh time in the last eight years. | | | | Achieved top-decile OSHA recordable rate of 0.29 | |
FPL:
achieved best-ever and top-decileperformance measures, as well as through the application of a multi-year relative TSR performance measure. The structure is intended to drive consistent, long-term performance in minutes of service unavailability per customeran industry such as ours, where large capital investment decisions for infrastructure projects which, if developed well over a generally long development cycle and best-ever average number of momentary interruptions per customer;
continued to havesubsequently operated well year-in and year-out, should provide positive, growing returns over extended periods. The structure also acknowledges the lowest typical residential customer bill in Florida and customer bills that are about 25% below the national average;
delivered best-in-class performance in per-customer operations & maintenance expense and top-decile overall fossil fleet generation availability of 93.4%;
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achieved top-decile residential and business customer satisfaction scores.
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NextEra Energy Resources:
continued market leadership in North American wind generation, with 1,364 megawatts of wind generation capacity added, 1,287 megawatts of committed new wind origination and approved 1,597 megawatts, or $1.1 billion, of wind repowering projects;
delivered strong performance in solar development, adding 981 megawatts of solar capacity;
continued successful execution of the Company’s gas pipeline project construction program; and
achieved top-decile overall equivalent forced outage rate (“EFOR”) of 1.69%.
Ultimately, the Company’s financial and operational performance is reflectedhistorically longer-term economic cycles inherent in the increased valuepower industry and the sporadic volatility that the power industry experiences from time-to-time.
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| FINANCIAL PERFORMANCE (50%) | | | OPERATIONAL PERFORMANCE (50%) | | | OVERALL PERFORMANCE RATING | |
| 2022 Adjusted EPS Growth: 13.7% | | | | | | | |
| 2022 Adjusted ROE: 15.3% | | | | | | | |
| 2.00 | | | 1.69 | | | 1.85 | |
| NEXTERA ENERGY VS. INDICES | | | 1-YEAR TSR | | | 3-YEAR TSR | | | 5-YEAR TSR | | | 7-YEAR TSR | | | 10-YEAR TSR | | |||||||||||||||
| NextEra Energy | | | | | (8.6)% | | | | | | 46.7% | | | | | | 139.3% | | | | | | 280.8% | | | | | | 528.1% | | |
| S&P 500 Index | | | | | (18.1)% | | | | | | 24.8% | | | | | | 56.9% | | | | | | 114.0% | | | | | | 226.5% | | |
| S&P 500 Growth Index | | | | | (29.4)% | | | | | | 24.4% | | | | | | 63.1% | | | | | | 122.2% | | | | | | 257.6% | | |
| NEE Rank | | | | | #1 | | | | | | #1 | | | | | | #1 | | | | | | #1 | | | | | | #1 | | |
While our executive compensation program is designedincentivizing management to tiemake decisions that deliver long-term value to shareholders relative to some of the highest-performing companies in the world.
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| WHAT WE DO | | | | WHAT WE DO NOT DO | |
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Tie pay to performance; 90% of the CEO’s actual direct 2022 compensation was performance-based Use industry benchmarks when setting operational goals and when reviewing actual performance and generally target top-decile or top-quartile performance as compared to our Take steps to mitigate undue risk related to compensation, Have robust stock ownership guidelines which all NEOs exceed Require executive officers to hold 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 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 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 of company securities by NEOs or directors permitted under securities trading policy No pledging of company securities No guaranteed annual or multi-year bonuses | |
| | | | 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, » clean energy solutions, and » outstanding customer service. | | | | Intended to support continued efficient and reliable delivery of clean 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. » The number of OSHA recordable incidents is included to emphasize the Company’s focus on a zero-accident 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. | |
| | Our executive compensation program is designed to attract, retain, motivate, reward and develop high-quality, high-performing executive leadership whose talent and expertise should | | |
The table
| | | | | | | ELEMENT | | | HOW IT IS PAID | | | DESCRIPTION | | |||
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| Short- Term | | | BASE SALARY | | | Cash | | | Fixed amount | | ||||||
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◀ “AT-RISK” REWARDS ▶ | | | ANNUAL INCENTIVE AWARDS | | | Cash | | | Financial metrics » The financial measures are | | | Reward participants for achievement of a | | ||||
| Operational metrics » The operational measures are focused on operational performance relative to industry performance. | | |||||||||||||||
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Term | | | EQUITY COMPENSATION | ||||||||||||||
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| Performance share awards | | | Granted for three-year performance periods to drive intermediate results. Payouts of performance share awards are based on 1. three-year adjusted 2. the average of annual performance on core operational performance measures relative to industry These award payouts are modified by ± 20% based on our three-year TSR relative to the top ten power companies by market cap (a subset of the S&P 500 Utilities Index). | | |||||||||||
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| | | Vest ratably over three years only if the Company achieves a specified annual adjusted earnings goal each year. | | |||||||||||||
| Performance-based restricted NEP common units | | | Vest ratably over three years only if NEP achieves a specified annual adjusted EBITDA goal each year. | | ||||||||||||
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| | | Granted subject to a three-year ratable vesting period, | |
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1. We set target total direct compensationopportunity and pay mix to support the goals of shareholder value creation and executive retention | | | | | | | 2. We link NEO financial success to shareholder value creation. | | |||||
| » Each NEO’s 2022 target compensation opportunity was set with reference to two benchmarking groups | |||||||||||||
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» All NEOs’ • robust stock ownership guidelines, • performance hurdles, • vesting schedules, and • the potential for clawback. | | ||||||||||
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2016 SAY-ON-PAY VOTE AND SHAREHOLDER OUTREACH
In 2016, we held our sixth annual advisory vote to approve NEO compensation, commonly known as “say-on-pay.” In 2016, we sought to engage with shareholders who in the aggregate represented a significant percentage of our outstanding shares, and held discussions with those who agreed to our request for engagement. Those shareholders were generally supportive of our executive compensation program, and of our overall corporate governance practices. Prior to making determinations about 2017 NEO total compensation opportunities, the Compensation Committee reviewed the results of the 2016 say-on-pay vote, noting that 95.0% of those voting had voted “FOR” the Company’s compensation of its NEOs. The Committee considered this vote to be supportive of the Company’s executive compensation program and determined not to make any additional structural changes to the program for 2017.
HOW WE MADE 2016 COMPENSATION DECISIONS
General
The Compensation Committee used its business judgment to set each NEO’s target total direct compensation opportunity for 2016 and each compensation element. The Committee based its determination on its integrated assessment of a series of factors, including competitive alternatives, individual and team contribution and performance, corporate performance, complexity and importance of role and responsibilities, position tenure, leadership and growth potential and the relationship of the NEO’s pay to the pay of NextEra Energy’s other executive officers. See page 36 of this proxy statement for a discussion of the Compensation Committee’s processes. There are no material differences among NEOs with respect to the application of NextEra Energy’s compensation policies or the way in which total compensation opportunity is determined.
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Resources
The Compensation Committee primarily used the following resources to aid in its determination of the 2016 target total direct compensation opportunity for each NEO.
Market Comparisons/Peer Group
When establishing each NEO’s target total direct compensation opportunity for 2016, the Compensation Committee considered the competitive market for comparable executives and compensation opportunities provided by comparable companies. Competition for executive talent primarily affects the aggregate level of the target total direct compensation opportunity available to the NEOs. The Compensation Committee believes that it is critical to the Company’s long-term performance to offer its executive officers compensation opportunities broadly commensurate with their competitive alternatives. The Company obtained market comparison information for all NEOs from publicly-available peer group information. The Company’s peer group is composed of a set of companies from the energy services industry and a set of companies from general industry. These companies were selected by the Compensation Committee with input from executive officers (including the chief executive officer) and the Compensation Consultant. The Compensation Committee believes that the use of companies both from the energy services industry and from general industry was appropriate because the Company’s executive officers come both from within and from outside the Company’s industry. NEOs were recruited from within and outside the Company’s industry and the Committee believes that their opportunities for alternative employment are not limited to other energy or utility companies.
For 2016, the Compensation Committee conducted a review of the then-existing 2015 peer group based on the following criteria:
Criteria for Energy Services Industry Companies
publicly-traded companies with a strong United States domestic presence
classified with a Standard Industrial Classification (“SIC”) code similar to the Company’s SIC code
annual revenue greater than $1 billion
a potential source of executive talent
included in an executive compensation survey database provided by a third party
Criteria for General Industry Companies
publicly-traded companies with a strong United States domestic presence
member of the Fortune 500
considered highly reputable and highly regarded for operational excellence, product/service leadership or customer experience
sustained revenues between 50% and 200% of the Company’s revenues
fewer than 150,000 employees
heavily industrialized, highly regulated or a producer of consumer staples
operate in industries which may be potential sources of executive talent
no unusual executive pay arrangements
included in an executive compensation survey database provided by a third party
contribute to diversity of industry representation in this segment of the peer group
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All energy services industry companies and general industry companies included in the Company’s 2015 peer group met these criteria and were retained by the Compensation Committee for the 2016 peer group and no additional companies were added to either group. Thus, the executive compensation programs of the following companies were reviewed as market comparators for 2016:
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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 Committee believes these levels were appropriate because:
the Company’s practice is to make a relatively high portion of each NEO’s compensation performance-based as compared to its peers;
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; and
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Other Resources
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2016 NEO PAY
Target Pay Mix
NextEra Energy has three fundamental elements of total direct compensation: base salary, annual incentive awards and equity compensation. The Compensation Committee believes that a significant portion of each NEO’s total direct compensation opportunity should be performance-based, reflecting both upside and downside potential.
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As illustrated
| | 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. | | |
| | ENERGY SERVICES INDUSTRY | | | | GENERAL INDUSTRY | | ||||
» Publicly traded company with a strong United States domestic presence » Classified with a Standard Industrial Classification (“SIC”) code similar to the Company’s SIC code » Annual revenue greater than $5 billion » A potential source of executive talent » Included in an executive compensation survey database provided by a third party | | | | » Publicly traded company with a strong United States domestic presence » Member of the S&P 500 » Considered highly reputable and highly regarded for operational excellence, product/service leadership or customer experience » Sustained revenues typically between 50% and 250% of the Company’s revenues » Consistently high performing | | | » Heavily industrialized, highly regulated or a producer of consumer staples » Operates in an industry which may be potential sources of executive talent » No unusual executive pay arrangements » Included in an executive compensation survey database provided by a third party » Contribute to diversity of industry representation in this segment of the peer group | |
| | ENERGY SERVICES INDUSTRY (N=13) | | | | GENERAL INDUSTRY (N=20) | | ||||
» American Electric Power Company, Inc. | | | | » 3M Company | | | » General Dynamics Corporation | | |||
» Consolidated Edison, Inc. | | | | » Air Products and Chemicals, Inc. | | | » Halliburton Company | | |||
» Dominion Energy, Inc. | | | | » Caterpillar Inc. | | | » Honeywell International, Inc. | | |||
» Duke Energy Corporation | | | | » CIGNA Corporation | | | » Illinois Tool Works Inc. | | |||
» Edison International | | | | » Danaher Corporation | | | » Marsh & McLennan Companies, Inc. | | |||
» Entergy Corporation | | | | » Deere & Company | | | » Northrop Grumman Corporation | | |||
» Exelon Corporation | | | | » Devon Energy Corporation | | | » Schlumberger Limited | | |||
» FirstEnergy Corp. | | | | » DuPont De Nemours, Inc. | | | » Texas Instruments Incorporated | | |||
» PPL Corporation | | | | » Eaton Corporation | | | » Thermo Fisher Scientific, Inc. | | |||
» Public Service Enterprise Group Incorporated | | | | » Emerson Electric Co. | | | » Union Pacific Corporation | | |||
» Sempra Energy | | | | | | | | | |||
» The Southern Company | | | | | | | | | |||
» Xcel Energy Inc. | | | | | | | | |
2016 Base Salary
CEO: For 2016, Mr. Robo’sof a greater size than those of substantially all of its energy services industry peer companies.
| WHAT WE USE | | | HOW WE USE IT | |
| “Tally sheets” and “walk-away charts” | | | » Provides a check to ensure the Compensation Committee sees the full value of all elements of the NEOs’ annual compensation, both as opportunity and as actually realized, and sees the actual results of its compensation decisions in the various situations under which employment may terminate | |
| Reviews by the CEO | | | » Prior to the beginning of the year, the Compensation Committee solicits performance reviews of the other NEOs and executive officers from the CEO for use as an additional input to the Compensation Committee’s determination of target total direct compensation opportunity and, after the end of the year, whether or not to use their discretion to adjust annual incentive compensation amounts determined using the formula discussed above | |
Other NEOs: Mr. Ketchum’s base salary in 2016 of $575,000 represented a 15% increase, Mr. Nazar’s base salary in 2016 of $874,200 represented a 4% increase, Mr. Pimentel’s base salary in 2016 of $838,100 represented a 6% increase and Mr. Silagy’s base salary in 2016 of $796,100 represented a 10% increase, all of which were based on the nature and responsibilities of their respective positions, their expertise and performance, the competitiveness of each NEO’s current pay in relation to histheir corresponding peer group and the recommendations of the CEO. Mr. Dewhurst did not receive aBase salary increase due to his retirement. The Compensation Committee also took into account the effect thatadjustments are typically effective as of January 1 each year; however, 2022 base salary increases would havefor Messrs. Ketchum and Mrs. Kujawa were effective as of March 1, 2022 in connection with their promotions.
| NAMED EXECUTIVE OFFICER | | | 2021 BASE SALARY ($) | | | 2022 BASE SALARY ($) | | | Percentage Increase % | | ||||||
| John W. Ketchum | | | | | 1,400,000 | | | | | | 1,500,000 | | | | 7% | |
| Terrell Kirk Crews II(1) | | | | | — | | | | | | 635,000 | | | | — | |
| Rebecca J. Kujawa | | | | | 875,000 | | | | | | 1,000,000 | | | | 14% | |
| Eric E. Silagy | | | | | 1,400,000 | | | | | | 1,400,000 | | | | 0% | |
| Charles E. Sieving | | | | | 1,082,600 | | | | | | 1,190,900 | | | | 10% | |
| Deborah H. Caplan(1) | | | | | — | | | | | | 894,600 | | | | — | |
| James L. Robo(2) | | | | | 1,560,000 | | | | | | 1,560,000 | | | | 0% | |
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2016 Annual Performance-Based Incentive Compensation
Description of the Annual Incentive Plan for 2016
period.
| TYPE OF 2022 PERFORMANCE GOALS | | | HOW WE ESTABLISHED AND USED THE 2022 PERFORMANCE GOALS | |
FINANCIAL | |||||
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» Based on enduring standards indicative of sustained
» 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
» 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
» 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 | |
2016 Financial Performance Matrix
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in the S&P 500 Utilities Index during the 10-yearten-year period from January 1, 20072013 to December 31, 20162022 (estimated for 20162022 using actual results for the first three quarters and analysts’ estimates for the fourth quarter).*
| | | | ADJUSTED EARNINGS | | | |
| The Compensation Committee selected adjusted earnings 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 earnings for this purpose is consistent with the way in which the Company communicates its earnings to analysts and investors. | | |
| | | | 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. | | |
divided by weighted average diluted shares outstanding.
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2016 Operational Goals
The
Florida Power & Light Company:
Indicator | Goal | Actual | Weight | |||||
Operations & maintenance costs (plan-adjusted)(1) | $1,398 million(1) | $1,376 million(1) | 31 | % | ||||
Capital expenditures (plan-adjusted)(1) | $4,412 million(1) | $4,050 million(1) | ||||||
Fossil generation availability(2) | top decile performance | exceeded top decile performance | 21 | % | ||||
Nuclear industry composite performance index(3) | aggressive goal of top quartile performance | missed goal of top quartile performance | ||||||
Service reliability—service unavailability (minutes) | top decile (63.2 minutes) | Best ever and exceeded top decile performance (61.6 minutes) | ||||||
Service reliability—average frequency of customer interruptions | 0.83 interruptions per customer per year (average) | 0.79—best ever and exceeded top quartile performance | ||||||
Service reliability—average number of momentary interruptions per customer | 10.8 momentary interruptions per customer per year | 8.3—best-ever performance | ||||||
Employee safety—OSHA recordables(4)/200,000 hours | top decile 0.60 | 0.84—missed goal | 23 | % | ||||
Significant environmental violations | 0 | 0 | ||||||
Customer satisfaction—residential value surveys | aggressive goal | beat goal | ||||||
Customer satisfaction—business value surveys | aggressive goal | beat goal | ||||||
Performance under FERC and NERC reliability standards(5) | no significant violations | no significant violations | ||||||
Successful completion of the rate case | fair outcome for customers and shareholders | fair outcome for customers and shareholders | 25 | % |
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| FPL | | |||||||||
| INDICATOR | | | GOAL | | | ACTUAL | | | WEIGHT | |
| O&M costs (plan-adjusted)(1) | | | $1,325 million(1) | | | $1,302 million(1) | | | | |
| Capital expenditures (plan-adjusted)(1) | | | $8,083 million(1) | | | $8,947 million(1) | | |||
| Fossil generation availability(2) | | | top decile performance | | | exceeded top decile performance | | | | |
| Nuclear industry composite performance index(3) | | | aggressive goal | | | beat goal and exceeded top decile performance | | |||
| Service reliability — service unavailability (minutes) | | | better than top decile (52.0 minutes) | | | exceeded top decile performance (49.9 minutes) | | |||
| Service reliability — average frequency of customer interruptions | | | 0.64 interruptions per customer per year (average) | | | 0.59 — exceeded top decile performance | | |||
| Service reliability — average number of momentary interruptions per customer | | | 4.3 momentary interruptions per customer per year | | | 3.5 — best ever performance and top decile performance | | |||
| Employee safety — OSHA recordables(4) per 200,000 hours | | | 0.33 — top decile | | | 0.33 — top decile performance | | | | |
| Significant environmental violations | | | 0 | | | 0 | | |||
| Customer satisfaction — residential value surveys | | | aggressive goal | | | missed goal | | |||
| Customer satisfaction — business value surveys | | | aggressive goal | | | missed goal | | |||
| Performance under FERC and NERC reliability standards(5) | | | no significant violations | | | no significant violations | |
| NEXTERA ENERGY RESOURCES | | |||||||||
| INDICATOR | | | GOAL | | | ACTUAL | | | WEIGHT | |
| Earnings (plan-adjusted)(1) | | | $2,467 million(1) | | | $2,441 million(1) | | | | |
| ROE | | | 14.9% | | | 15.2% | | |||
| Meet budgeted cost goals | | | $2,296 million | | | $2,459 million | | |||
| NEP cash available for distribution | | | $720 million | | | beat goal | | |||
| Employee safety — OSHA recordables(4) per 200,000 hours | | | 0.33 — top decile | | | 0.29 — beat goal and exceeded top decile performance | | | | |
| Significant environmental violations | | | 0 | | | missed goal | | |||
| Nuclear industry composite performance index(3) | | | aggressive goal | | | beat goal and exceeded top decile performance | | |||
| Equivalent forced outage rate(6) | | | aggressive goal | | | beat goal | | |||
| Execute approved North American new and repowered wind projects on schedule and on budget | | | 2,683 MW | | | beat goal | | | | |
| Execute approved North American solar and storage projects on schedule and on budget | | | 2,550 MW | | | missed goal | | |||
| New development or acquisition opportunities within NextEra Energy Resources that receive approval | | | aggressive goal | | | beat goal | | |||
| Pre-tax income contribution from all asset optimization, marketing and trading activities, full requirements and retail | | | aggressive goal | | | beat goal | |
Indicator | Goal | Actual | Weight | |||||
Earnings (plan-adjusted)(1) | $1,114 million(1) | $1,090 million(1) | 46 | % | ||||
Return on equity | 12.0% | 12.9% | ||||||
Meet budgeted cost goals | $1,740 million | $1,712 million | ||||||
NEP EBITDA | $670 | beat goal | ||||||
NEP Cash Available for Distribution | $230 | beat goal | ||||||
Employee safety—OSHA recordables(4)/200,000 hours | 0.59 | 0.46—exceeded top decile performance | 23 | % | ||||
Significant environmental violations | 0 | 0 | ||||||
Nuclear industry composite performance index(3) | aggressive goal | beat goal—exceeded top decile performance | ||||||
Equivalent forced outage rate(6) | top decile performance | beat goal—exceeded top decile | ||||||
Hedged budgeted gross margin for 2017 | ³85% | 98.9% | ||||||
Performance under FERC and NERC reliability standards(5) | no significant violations | no significant violations | ||||||
Execute on schedule and on budget approved North American wind projects | 1,214 MW | beat goal | 31 | % | ||||
Execute on schedule and on budget approved North American solar projects | 1,023 MW | missed goal | ||||||
New development or acquisition opportunities in wind, solar, gas infrastructure, or transmission | aggressive goal | beat goal | ||||||
Maintain construction of Sabal Trail, Mountain Valley Pipeline (MVP) and Florida Southeast Connection (FSEC) on schedule and on budget | on schedule and on budget | goal largely met | ||||||
Pre-tax income contribution from all asset optimization, marketing and trading activities, full requirements and retail | aggressive goal | beat goal |
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Resources’ earnings (plan-adjusted) exclude:
2016 Annual Incentive Awards
The NextEra Energy performance rating for 2016, determined in this manner,2022 was 1.82.
1.85.
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| FINANCIAL PERFORMANCE (50%) | | | OPERATIONAL PERFORMANCE (50%) | | | OVERALL PERFORMANCE RATING | |
| 2022 Adjusted EPS Growth: 13.7% | | | | | | | |
| 2022 Adjusted ROE: 15.3% | | | | | | | |
| 2.00 | | | 1.69 | | | 1.85 | |
Summary.
annual incentive = (NextEra Energy performance rating x individual performance factor) x target annual incentive
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Named Executive Officer(1) | 2016 Target Annual Incentive | 2016 Annual Incentive Award | ||||||
James L. Robo | $ | 1,885,000 | $ | 3,732,300 | ||||
John W. Ketchum | $ | 402,500 | $ | 752,700 | ||||
Armando Pimentel, Jr. | $ | 586,670 | $ | 1,120,500 | ||||
Manoochehr K. Nazar | $ | 611,940 | $ | 1,168,800 | ||||
Eric E. Silagy | $ | 557,270 | $ | 1,114,500 |
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The amounts set forth above
| NAMED EXECUTIVE OFFICER | | | 2022 Annual Incentive Target (as a % of Base Salary | | | 2022 TARGET ANNUAL INCENTIVE ($) | | | 2022 ANNUAL INCENTIVE AWARD ($) | | |||||||||
| John W. Ketchum | | | | | 150% | | | | | | 2,250,000 | | | | | | 4,500,000 | | |
| Terrell Kirk Crews II | | | | | 70% | | | | | | 444,500 | | | | | | 889,000 | | |
| Rebecca J. Kujawa | | | | | 100% | | | | | | 1,000,000 | | | | | | 2,000,000 | | |
| Eric E. Silagy | | | | | 100% | | | | | | 1,400,000 | | | | | | 2,590,000 | | |
| Charles E. Sieving | | | | | 60% | | | | | | 714,540 | | | | | | 1,429,080 | | |
| Deborah H. Caplan | | | | | 50% | | | | | | 447,300 | | | | | | 894,600 | | |
| James L. Robo(1) | | | | | — | | | | | | — | | | | | | — | | |
2016 Long-Term Performance-Based Equity Compensation
Equity Compensation Mix
| WHAT WE GRANTED | | | WHY WE GRANTED IT | |
Performance shares | | | » Directly focus NEOs on the multi-year sustained achievement of challenging TSR, financial and operational goals, because the number of shares ultimately earned depends upon the Company’s and the NEO’s performance over a three-year performance period | | |
| Performance-based restricted stock | | | » Includes a performance » Affected by all stock price changes, so value to NEOs affected by both increases and decreases in the Company’s stock price | |
| Performance-based restricted NEP common units | | | » Includes a performance goal » Affected by all common unit price changes, so value to NEOs affected by both increases and decreases in NEP’s common unit price | |
| Stock options | | | » Reward the NEOs only if the Company’s stock price increases and remains above the stock price on the date of grant | |
| | | | | | | | | | | ||||
| » 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 | |
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; and
the perceived value to the NEO of each element.
As shown below, theThe Compensation Committee continued its practice of granting to the NEOs equity-based compensation, the majority of which is composed of a substantially greater percentage of performance share awards, sinceawards. This practice aligns with feedback from our shareholders, who have indicated throughduring our shareholder outreach that they most highly valuefavor the
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longer-term performance features of performance shares. After the Compensation Committee determined the appropriate mix of equity compensation components, theThe 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).
2016 Mix of Equity
Mix of Equity Compensation Awards(1) | ||||||||||||
Named Executive Officer | Performance Shares | Options | Performance- Based Restricted Stock | |||||||||
James L. Robo | 60 | % | 13 | % | 27 | % | ||||||
John W. Ketchum | 50 | % | 19 | % | 31 | % | ||||||
Manoochehr K. Nazar | 50 | % | 19 | % | 31 | % | ||||||
Armando Pimentel, Jr. | 50 | % | 19 | % | 31 | % | ||||||
Eric E. Silagy | 50 | % | 19 | % | 31 | % | ||||||
Moray P. Dewhurst | 50 | % | 19 | % | 31 | % |
(1) Calculation of percentage mix |
Performance Share Awards Granted in 2016 for the Performance Period Ending Decembertarget value of each grant as a percentage of each NEO’s total equity-based compensation.
For the2024
| PERFORMANCE MEASURE | | | WEIGHT | | | TARGET | | ||||||
| Financial measures: | | | | | | | | | | | |||
| 3-year TSR relative to | | ±20% modifier to award payout | | | Midpoint of the TSR at the 75th and 25th percentiles | | |||||||
| 3-year adjusted | | 80% | | | | | ROE: 8.7% | | |||||
| EPS: 4.2% | | ||||||||||||
| | | Operational measures:
| | | 5% each | | | | | | | | |
| 3-year average employee
| | | | | | | | 0.90 | | ||||
| Nuclear industry composite performance index (combined for FPL and NextEra Energy Resources nuclear facilities)
| | | | | | | | 95.6 | | ||||
| 3-year average equivalent forced outage rate (fossil and renewable generation)
| | | | | | | | 6.9% | | ||||
| FPL 3-year average service | | | | | | | 123.8 | |
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Performance Share Awards for the Performance Period Ended December
2022
At2025.
| | | | Relative TSR Percentile Ranking for 3-Year Performance Period | | | TSR Results for Three Year Performance Period | | | Modifier Result | | |||
| NextEra Energy | | | | | | | | 51.41% | | | | 120% | |
| Top Ten Power Companies by Market Capitalization (a subset of the S&P 500 Utilities Index) | | | 75th Percentile | | | | | 27.36% | | | | 120% | |
| Midpoint | | | | | 20.86% | | | | Interpolated | | |||
| 25th Percentile | | | | | 14.35% | | | | 80% | |
| PERFORMANCE MEASURE(1) | | | WEIGHT | | | RESULT | | | PAYOUT AS A % OF TARGET | | |||||||||
| Adjusted EPS growth and adjusted ROE | | | | | 80% | | | | | | 2.00 | | | | | | 200% | | |
| Operational measures | | | | | 20% | | | | | | 1.97 | | | | | | 197% | | |
| Overall rating | | | | | | | | | | | 1.99 | | | | | | 199% | | |
| Relative TSR modifier | | | | | ±20% | | | | | | 1.20 | | | | | | 120% | | |
| Overall rating (after applying relative TSR modifier and individual performance factors)(1) | | | | | | | | | | | 2.00 | | | | | | 200% | | |
The 2014 performance share awardMr. Crews, received an overall rating determined in this manner, was 1.76, as shown below.
Performance Measure | Weight | Result | Payout as a % of Target | |||||||||
Adjusted EPS Growth and Adjusted ROE | 52 | % | 2.00 | 200 | % | |||||||
Operational Measures | 13 | % | 1.94 | 194 | % | |||||||
Relative TSR | 35 | % | 1.33 | 133 | % | |||||||
Overall Rating | 1.76 | 176 | % |
of 2.00.
Named Executive Officer | Target Performance Shares for Performance Period 1/1/14-12/31/16 | Performance Shares Earned | ||||||
James L. Robo | 45,324 | 79,770 | ||||||
John W. Ketchum(1) | 1,837 | 3,288 | ||||||
Armando Pimentel, Jr. | 9,996 | 17,592 | ||||||
Manoochehr K. Nazar | 10,805 | 19,016 | ||||||
Eric E. Silagy | 5,103 | 8,981 | ||||||
Moray P. Dewhurst | 13,881 | 24,430 |
(1) Mr. Crews’ 2020 performance share award payout was determined by multiplying his target number |
SeeTable 2: 2016 Grants of Plan-Based Awardsshares by his three-year average performance rating determined under the Annual Incentive Plan for information about the performance shares awarded to the NEOs in 2016,each of 2020, 2021 andTable 4: 2016 Option Exercises and Stock Vestedfor additional information about the performance shares issued for the three-year performance period which began on January 1, 2014 and ended on December 31, 2016.
Performance-Based Restricted Stock Granted in 2016
2022.
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paid on performance-based restricted stock awards that do not vestmustbe repaid within 30 days following forfeiture of the award.
SeeTable 2: 2016 Grants
Non-Qualified Stock Option Awards in 2016
Company or its affiliates.
Equity Grant Practices
| | The Company believes it is important for executive officers to accumulate a significant amount of NextEra Energy common stock to align officers’ interests with those of the Company’s shareholders. | | |
| POSITION | | | STOCK OWNERSHIP REQUIREMENT, AS A MULTIPLE OF BASE SALARY RATE | | | | | | COMPLIANCE PERIOD | | | COMPLIANCE STATUS | |
| CEO | | | | | 7x | | | Within three years after appointment to office | | | As of December 31, 2022, all NEOs owned common stock in excess of their requirements | | |
| Senior executive officers | | | | | 3x | | |||||||
| Other officers | | | | | 1x | |
Benefits
General
2022 compensation elements
Personal Benefits
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Use of Company-Owned Aircraft
2022.
Policy on Tax Reimbursements on Executive Perquisites
2022.
OUR OTHER IMPORTANT COMPENSATION PRACTICES AND POLICIES
Stock Ownership and Retention Policies
The Company believes it is important for executive officers to accumulate a significant amount of NextEra Energy common stock to align officers’ interests with those of the Company’s shareholders. NextEra Energy’s NEOs (and all other executives) are subject to a stock ownership policy and a stock retention policy. The Company believes these policies strongly reinforce NextEra Energy’s executive
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As of December 31, 2016, all NEOs owned common stock in excess of their requirements.
Under the stock retention policy, until such time as the requirements of the stock ownership policy are met, NextEra Energy expects executive officers to retain (and not sell) a number of shares equal to at least two-thirds of shares acquired through equity compensation awards (cumulatively, from the date of appointment as an executive officer). In addition, in accordance with an amendment to the stock retention policy effective in March 2012, all of the NEOs (among other executive officers) must retainall shares of performance-based restricted stock which vest after March 16, 2012 for a minimum of 24 months after vesting (net of shares withheld for, or used to pay, taxes).
Officers who fail to comply with the retention policy may not be eligible for future equity-based compensation awards for a two-year period. The CEO may approve the modification or reduction of the minimum retention requirements (other than for himself) to address the special needs of a particular officer, although to date there have been no such modifications or reductions.
Clawback Provisions
In 2012, the Board adopted an incentive compensation recoupment, or “clawback,” policy which provides for recoupment of incentive compensation granted after the date the policy was adopted from current and former executive officers in the event of the occurrence of either of the following triggering events:
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If a triggering event occurs, the Company will (to the extent permitted by applicable law) recoup from any executive officer any incentive compensation paid or granted during the 3-year period preceding the triggering event that was in excess of the amount that would have been paid or granted after giving effect, as applicable, to the accounting restatement that resulted from the Financial Statement Triggering Event or to what would have been the correct calculation of the performance metric(s) used in determining that a Performance Triggering Event had occurred. The incentive compensation to be recouped will be in an amount and form determined in the judgment of the Board. In addition, the 2011 LTIP provides that any award granted under the 2011 LTIP will be subject to mandatory repayment by the grantee to the extent the events occur that require such mandatory repayment under (a) any Company “clawback” or recoupment policy that is adopted to comply with the requirements of any applicable law, rule or regulation, or otherwise (such as the policy described above) or (b) any law, rule or regulation which imposes mandatory recoupment upon the occurrence of such events.
As noted above under 2016 Long-Term Performance-Based Equity Compensation—Performance-Based Restricted Stock Granted in 2016, any dividends paid to the NEOs on performance-based restricted stock awards that do not vestmust be repaid within 30 days following the forfeiture of the award.
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POST-EMPLOYMENT COMPENSATION
General
control
65
beginning on page 78.
Employee Pension Plan and 401(k) Plan
programs
Supplemental Executive Retirement PlanBenefits.
Deferred Compensation Plan
66
TAX CONSIDERATIONS
For additional information about the Deferred Compensation Plan, see
Table 6: Nonqualified Deferred Compensation and accompanying descriptions.arrangements notwithstanding loss of deductibility due to repeal of the exemption for performance-based compensation.
shareholders and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Kirk S. Hachigian, Chair
Kenneth B. Dunn
Amy B. Lane
Rudy E. Schupp
Hansel E. Tookes, II
67
| | | | | | | | | | | | | | |||||
| Kirk S. Hachigian, Chair | | | | Sherry S. Barrat | | | | James L. Camaren | | | | Rudy E. Schupp | | | | Darryl L. Wilson | |
2022 summary compensation table
Table 1a: 2016 Summary
| (A) | | | (B) | | | (C) | | | (D) | | | (E) | | | (F) | | | (G) | | | (H) | | | (I) | | | (J) | | |||||||||||||||||||||||||||
| NAME AND PRINCIPAL POSITION (1) | | | YEAR | | | SALARY (3) ($) | | | BONUS ($) | | | STOCK AWARDS (4)(5)(6) ($) | | | OPTION AWARDS (4)(7) ($) | | | NON-EQUITY INCENTIVE PLAN COMPENSATION (8) ($) | | | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS (9)(10) ($) | | | ALL OTHER COMPENSATION (9)(11) ($) | | | TOTAL ($) | | |||||||||||||||||||||||||||
| John W. Ketchum(2), Chairman, President and CEO of NextEra Energy and Chairman of FPL | | | | | 2022 | | | | | | 1,483,333 | | | | | | 0 | | | | | | 8,436,431 | | | | | | 2,187,500 | | | | | | 4,500,000 | | | | | | 475,209 | | | | | | 331,856 | | | | | | 17,414,329 | | |
| | | 2021 | | | | | | 1,400,000 | | | | | | 0 | | | | | | 10,517,014 | | | | | | 983,999 | | | | | | 1,960,000 | | | | | | 421,019 | | | | | | 225,121 | | | | | | 15,507,153 | | | |||
| | | 2020 | | | | | | 1,180,600 | | | | | | 0 | | | | | | 3,528,702 | | | | | | 638,576 | | | | | | 1,652,800 | | | | | | 342,563 | | | | | | 175,541 | | | | | | 7,518,782 | | | |||
| Terrell Kirk Crews II, Executive Vice President, Finance and Chief Financial Officer of NextEra Energy and FPL | | | | | 2022 | | | | | | 630,400 | | | | | | 0 | | | | | | 1,317,395 | | | | | | 264,094 | | | | | | 889,000 | | | | | | 103,644 | | | | | | 91,662 | | | | | | 3,296,195 | | |
| Rebecca J. Kujawa, President and Chief Executive Officer of NextEra Energy Resources | | | | | 2022 | | | | | | 979,167 | | | | | | 0 | | | | | | 5,487,265 | | | | | | 1,099,995 | | | | | | 2,000,000 | | | | | | 288,824 | | | | | | 146,585 | | | | | | 10,001,836 | | |
| | | 2021 | | | | | | 875,000 | | | | | | 0 | | | | | | 8,378,012 | | | | | | 602,492 | | | | | | 1,225,000 | | | | | | 250,351 | | | | | | 113,323 | | | | | | 11,444,178 | | | |||
| | | 2020 | | | | | | 687,700 | | | | | | 0 | | | | | | 2,015,368 | | | | | | 364,783 | | | | | | 962,800 | | | | | | 180,723 | | | | | | 93,332 | | | | | | 4,304,706 | | | |||
| Eric E. Silagy, Former Chairman, President and Chief Executive Officer of FPL | | | | | 2022 | | | | | | 1,400,000 | | | | | | 0 | | | | | | 7,682,181 | | | | | | 1,539,994 | | | | | | 2,590,000 | | | | | | 496,639 | | | | | | 312,223 | | | | | | 14,021,037 | | |
| | | 2021 | | | | | | 1,400,000 | | | | | | 0 | | | | | | 10,517,092 | | | | | | 983,999 | | | | | | 1,960,000 | | | | | | 472,129 | | | | | | 220,744 | | | | | | 15,553,964 | | | |||
| | | 2020 | | | | | | 1,304,100 | | | | | | 0 | | | | | | 4,293,948 | | | | | | 777,091 | | | | | | 1,825,700 | | | | | | 413,289 | | | | | | 187,776 | | | | | | 8,801,904 | | | |||
| Charles E. Sieving, Executive Vice President and General Counsel of NextEra Energy and Executive Vice President of FPL | | | | | 2022 | | | | | | 1,190,900 | | | | | | 0 | | | | | | 2,376,928 | | | | | | 476,495 | | | | | | 1,429,080 | | | | | | 380,269 | | | | | | 174,889 | | | | | | 6,028,560 | | |
| | | 2021 | | | | | | 1,082,600 | | | | | | 0 | | | | | | 7,428,609 | | | | | | 433,198 | | | | | | 1,299,100 | | | | | | 357,356 | | | | | | 161,282 | | | | | | 10,762,145 | | | |||
| | | 2020 | | | | | | 1,082,600 | | | | | | 0 | | | | | | 2,001,924 | | | | | | 362,285 | | | | | | 1,266,600 | | | | | | 330,644 | | | | | | 150,315 | | | | | | 5,194,368 | | | |||
| Deborah H. Caplan, Executive Vice President, Human Resources and Corporate Services of NextEra Energy and FPL | | | | | 2022 | | | | | | 894,600 | | | | | | 0 | | | | | | 1,180,065 | | | | | | 236,595 | | | | | | 894,600 | | | | | | 257,431 | | | | | | 163,546 | | | | | | 3,626,837 | | |
| (A) | | | (B) | | | (C) | | | (D) | | | (E) | | | (F) | | | (G) | | | (H) | | | (I) | | | (J) | | |||||||||||||||||||||||||||
| NAME AND PRINCIPAL POSITION (1) | | | YEAR | | | SALARY (3) ($) | | | BONUS ($) | | | STOCK AWARDS (4)(5)(6) ($) | | | OPTION AWARDS (4)(7) ($) | | | NON-EQUITY INCENTIVE PLAN COMPENSATION (8) ($) | | | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS (9)(10) ($) | | | ALL OTHER COMPENSATION (9)(11) ($) | | | TOTAL ($) | | |||||||||||||||||||||||||||
| James L. Robo(3), Former Executive Chairman of NextEra Energy and Former Chairman, President and CEO of NextEra Energy | | | | | 2022 | | | | | | 1,650,750 | | | | | | 0 | | | | | | 30,532,606 | | | | | | 6,688,519 | | | | | | 0 | | | | | | 1,000,479 | | | | | | 533,664 | | | | | | 40,406,018 | | |
| | | 2021 | | | | | | 1,560,000 | | | | | | 0 | | | | | | 14,166,104 | | | | | | 3,225,000 | | | | | | 4,992,000 | | | | | | 1,023,668 | | | | | | 369,164 | | | | | | 25,335,936 | | | |||
| | | 2020 | | | | | | 1,500,000 | | | | | | 0 | | | | | | 13,076,826 | | | | | | 3,024,983 | | | | | | 4,800,000 | | | | | | 951,970 | | | | | | 366,928 | | | | | | 23,720,707 | | |
Name and Principal Position(a) | Year (b) | Salary ($)(c) | Bonus ($)(d) | Stock Awards(3)(4)(5) ($)(e) | Option Awards(3)(6) ($)(f) | Non-Equity Incentive Plan Compen- sation(7) ($)(g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (8)(9) ($)(h) | All Other Compen- sation(8)(10) ($)(i) | Total ($)(j) | |||||||||||||||||||||||||||
James L. Robo | 2016 | $ | 1,300,000 | $ | 0 | $ | 9,629,404 | $ | 1,156,993 | $ | 3,732,300 | $ | 672,321 | $ | 267,753 | $ | 16,758,771 | |||||||||||||||||||
Chairman, President and CEO | 2015 | 1,250,000 | 0 | 8,822,818 | 1,072,493 | 3,275,000 | 588,331 | 263,297 | 15,271,939 | |||||||||||||||||||||||||||
2014 | 1,215,000 | 0 | 6,656,308 | 825,497 | 2,780,528 | 480,606 | 225,357 | 12,183,296 | ||||||||||||||||||||||||||||
John W. Ketchum | 2016 | 575,000 | 0 | 1,107,531 | 213,193 | 752,700 | 153,193 | 94,812 | 2,896,429 | |||||||||||||||||||||||||||
Executive Vice President, | ||||||||||||||||||||||||||||||||||||
Armando Pimentel, Jr. | 2016 | 838,100 | 0 | 2,140,778 | 412,198 | 1,120,500 | 294,735 | 127,667 | 4,933,978 | |||||||||||||||||||||||||||
President and CEO | 2015 | 790,700 | 0 | 1,738,904 | 338,498 | 1,046,100 | 279,245 | 130,371 | 4,323,818 | |||||||||||||||||||||||||||
2014 | 745,900 | 0 | 1,610,805 | 319,288 | 1,039,000 | 241,233 | 115,948 | 4,072,174 | ||||||||||||||||||||||||||||
Manoochehr K. Nazar | 2016 | 874,200 | 0 | 1,938,471 | 373,290 | 1,168,800 | 303,519 | 142,154 | 4,800,434 | |||||||||||||||||||||||||||
President, Nuclear Division and Chief Nuclear | 2015 | 840,600 | 0 | 1,844,175 | 358,887 | 1,059,200 | 297,961 | 137,279 | 4,538,102 | |||||||||||||||||||||||||||
2014 | 808,300 | 0 | 1,741,188 | 345,094 | 1,126,000 | 263,977 | 155,395 | 4,439,954 | ||||||||||||||||||||||||||||
Eric E. Silagy | 2016 | 796,100 | 0 | 1,575,382 | 303,289 | 1,114,500 | 234,353 | 122,547 | 4,146,171 | |||||||||||||||||||||||||||
President and CEO of FPL(1) | 2015 | 723,700 | 0 | 1,103,342 | 210,293 | 911,900 | 203,585 | 128,547 | 3,281,367 | |||||||||||||||||||||||||||
Moray P. Dewhurst | 2016 | 164,698 | 0 | 7,820,607 | 796,499 | 0 | 280,181 | 56,854 | 9,118,839 | |||||||||||||||||||||||||||
Former Vice Chairman and CFO, and Executive VP, Finance of NextEra Energy and Executive Vice President, Finance and CFO of FPL(1)(2) | 2015 | 738,300 | 0 | 2,391,945 | 465,600 | 1,023,300 | 212,461 | 113,249 | 4,944,855 | |||||||||||||||||||||||||||
2014 | 703,100 | 0 | 4,236,896 | 443,388 | 979,400 | 265,532 | 104,644 | 6,732,960 | ||||||||||||||||||||||||||||
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Description | Market | Volatility | Yield | Interest Rate | Expected Life | Fair Value | ||||||||||||||||||
For the 2/12/2016 grant: | $ | 111.67 | 17.15 | % | 3.16 | % | 0.87 | % | 2.88 yr. | $ | 126.65 | |||||||||||||
For the 2/13/2015 grant: | $ | 103.62 | 14.81 | % | 3.11 | % | 0.99 | % | 2.88 yr. | $ | 113.34 | |||||||||||||
For the 2/14/2014 grant: | $ | 93.27 | 15.30 | % | 3.11 | % | 0.66 | % | 2.88 yr. | $ | 108.58 |
to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the years ended December 31, 2022, December 31, 2021 and December 31, 2020 for the assumptions used in this valuation.
| DESCRIPTION | | | MARKET | | | VOLATILITY | | | YIELD | | | INTEREST RATE | | | EXPECTED LIFE | | | FAIR VALUE | | ||||||||||||||||||
| For the 2/17/2022 grant | | | | $ | 75.38 | | | | | | 29.85% | | | | | | 2.42% | | | | | | 1.67% | | | | | | 2.87 yr. | | | | | $ | 66.39 | | |
| For the 2/11/2021 grant | | | | $ | 83.95 | | | | | | 27.91% | | | | | | 2.30% | | | | | | 0.18% | | | | | | 2.88 yr. | | | | | $ | 86.50 | | |
| For the 2/13/2020 grant | | | | $ | 68.8675 | | | | | | 14.48% | | | | | | 2.50% | | | | | | 1.42% | | | | | | 2.88 yr. | | | | | $ | 69.345 | | |
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Please see
CEO Succession in the CD&A for background and rationale for the continued vesting of Mr. Robo’s equity awards in connection with his retirement. | NAME | | | TOTAL FROM SUMMARY COMPENSATION TABLE ($) | | | CONTRIBUTIONS TO DEFINED CONTRIBUTION PLANS(1) ($) | | | PERQUISITES AND OTHER PERSONAL BENEFITS(2) ($) | | |||||||||
| John W. Ketchum | | | | | 331,856 | | | | | | 163,418 | | | | | | 168,438 | | |
| Terrell Kirk Crews II | | | | | 91,662 | | | | | | 51,717 | | | | | | 39,945 | | |
| Rebecca J. Kujawa | | | | | 146,585 | | | | | | 104,523 | | | | | | 42,062 | | |
| Eric E. Silagy | | | | | 312,223 | | | | | | 159,600 | | | | | | 152,623 | | |
| Charles E. Sieving | | | | | 174,889 | | | | | | 118,077 | | | | | | 56,812 | | |
| Deborah H. Caplan | | | | | 163,546 | | | | | | 82,101 | | | | | | 81,445 | | |
| James L. Robo | | | | | 533,664 | | | | | | 321,104 | | | | | | 212,560 | | |
Name | Total From Summary Compensation Table ($) | Contributions to Defined Contribution Plans(1) ($) | Perquisites and Other Personal Benefits(2) ($) | |||||||||
James L. Robo | $ | 267,753 | $ | 217,276 | $ | 50,477 | ||||||
John W. Ketchum | 94,812 | 54,858 | 39,954 | |||||||||
Armando Pimentel, Jr. | 127,667 | 89,465 | 38,202 | |||||||||
Manoochehr K. Nazar | 142,154 | 91,812 | 50,342 | |||||||||
Eric E. Silagy | 122,547 | 81,077 | 41,470 | |||||||||
Moray P. Dewhurst | 56,854 | 56,430 | 424 |
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” and are further described below under Additional Disclosure Related to Pension Benefits Table. This column includes employer matching contributions to the Company’s qualified 401(k) plan of $14,487 for each NEO, plus the Company’s contributions to the nonqualified defined contribution portion of the SERP.
plan-based awards
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| (A) | | | (B) | | | (C) | | | (D) | | | (E) | | | (F) | | | (G) | | | (H) | | | (I) | | | (J) | | | (K) | | | (L) | | |||||||||||||||||||||||||||||||||
| NAME | | | GRANT DATE | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | | | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS(3) (#) | | | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/SH) | | | Grant Date Fair Value of Stock and Option Awards(4)(5) ($) | | |||||||||||||||||||||||||||||||||||||||||||||
| THRESHOLD ($) | | | TARGET ($) | | | MAXIMUM ($) | | | THRESHOLD (#) | | | TARGET (#) | | | MAXIMUM (#) | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| John W. Ketchum | | | | | — | | | | | | 0 | | | | | | 2,250,000 | | | | | | 4,500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | 81,354 | | | | | | 162,708 | | | | | | | | | | | | | | | | | | | | | | | | 7,561,529 | | | |||
| | | 2/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | 3,482 | | | | | | 3,482 | | | | | | | | | | | | | | | | | | | | | | | | 262,473 | | | |||
| | | 2/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 209,130 | | | | | | 75.38 | | | | | | 2,187,500 | | | |||
| | | 2/22/2022 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | 8,610 | | | | | | 8,610 | | | | | | | | | | | | | | | | | | | | | | | | 612,429 | | | |||
| Terrell Kirk Crews II | | | | | — | | | | | | 0 | | | | | | 444,500 | | | | | | 889,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | 11,333 | | | | | | 22,666 | | | | | | | | | | | | | | | | | | | | | | | | 1,053,357 | | | |||
| | | 2/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | 2,277 | | | | | | 2,277 | | | | | | | | | | | | | | | | | | | | | | | | 171,640 | | | |||
| | | 2/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 25,248 | | | | | | 75.38 | | | | | | 264,094 | | | |||
| | | 2/22/2022 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | 1,299 | | | | | | 1,299 | | | | | | | | | | | | | | | | | | | | | | | | 92,398 | | | |||
| Rebecca J. Kujawa | | | | | — | | | | | | 0 | | | | | | 1,000,000 | | | | | | 2,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | 47,203 | | | | | | 94,406 | | | | | | | | | | | | | | | | | | | | | | | | 4,387,330 | | | |||
| | | 2/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | 9,485 | | | | | | 9,485 | | | | | | | | | | | | | | | | | | | | | | | | 714,979 | | | |||
| | | 2/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 105,162 | | | | | | 75.38 | | | | | | 1,099,995 | | | |||
| | | 2/22/2022 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | 5,412 | | | | | | 5,412 | | | | | | | | | | | | | | | | | | | | | | | | 384,956 | | |
| (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 ($/SH) | | | Grant Date Fair Value of Stock and Option Awards(4)(5) ($) | | |||||||||||||||||||||||||||||||||||||||||||||
| THRESHOLD ($) | | | TARGET ($) | | | MAXIMUM ($) | | | THRESHOLD (#) | | | TARGET (#) | | | MAXIMUM (#) | | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Eric E. Silagy | | | | | — | | | | | | 0 | | | | | | 1,400,000 | | | | | | 2,800,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | 66,084 | | | | | | 132,168 | | | | | | | | | | | | | | | | | | | | | | | | 6,142,243 | | | |||
| | | 2/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | 20,429 | | | | | | 20,429 | | | | | | | | | | | | | | | | | | | | | | | | 1,539,938 | | | |||
| | | 2/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 147,227 | | | | | | 75.38 | | | | | | 1,539,994 | | | |||
| Charles E. Sieving | | | | | — | | | | | | 0 | | | | | | 714,540 | | | | | | 1,429,080 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | 20,447 | | | | | | 40,894 | | | | | | | | | | | | | | | | | | | | | | | | 1,900,467 | | | |||
| | | 2/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | 4,108 | | | | | | 4,108 | | | | | | | | | | | | | | | | | | | | | | | | 309,661 | | | |||
| | | 2/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 45,554 | | | | | | 75.38 | | | | | | 476,495 | | | |||
| | | 2/22/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,345 | | | | | | 2,345 | | | | | | | | | | | | | | | | | | | | | | | | 166,800 | | | |||
| Deborah H. Caplan | | | | | — | | | | | | 0 | | | | | | 447,300 | | | | | | 894,600 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | 10,151 | | | | | | 20,302 | | | | | | | | | | | | | | | | | | | | | | | | 943,495 | | | |||
| | | 2/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | 2,040 | | | | | | 2,040 | | | | | | | | | | | | | | | | | | | | | | | | 153,775 | | | |||
| | | 2/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,619 | | | | | | 75.38 | | | | | | 236,595 | | | |||
| | | 2/22/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,164 | | | | | | 1,164 | | | | | | | | | | | | | | | | | | | | | | | | 82,795 | | | |||
| James L. Robo | | | | | — | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | 112,644 | | | | | | 225,288 | | | | | | | | | | | | | | | | | | | | | | | | 10,469,809 | | | |||
| | | 2/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | 2,785 | | | | | | 2,785 | | | | | | | | | | | | | | | | | | | | | | | | 209,933 | | | |||
| | | 2/17/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 180,688 | | | | | | 75.38 | | | | | | 1,889,996 | | | |||
| | | 2/22/2022 | | | | | | | | | | | | | | | | | | | | | | | | 0 | | | | | | 7,380 | | | | | | 7,380 | | | | | | | | | | | | | | | | | | | | | | | | 524,939 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 122,236 | | | | | | 244,472 | | | | | | | | | | | | | | | | | | | | | | | | 2,098,860 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 106,327 | | | | | | 212,654 | | | | | | | | | | | | | | | | | | | | | | | | 6,244,691 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 112,644 | | | | | | 225,288 | | | | | | | | | | | | | | | | | | | | | | | | 9,459,386 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,756 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 69,496 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,072 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 193,506 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,785 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 185,338 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,611 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 167,324 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,522 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 449,052 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,380 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 460,271 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 142,068 | | | | | | | | | | | | | | | | | | | | | | | | 68.87 | | | | | | 820,243 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 217,612 | | | | | | | | | | | | | | | | | | | | | | | | 83.95 | | | | | | 1,817,555 | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 180,688 | | | | | | | | | | | | | | | | | | | | | | | | 75.38 | | | | | | 2,160,725 | | |
Table 2: 2016 Grantsawards, NEP performance-based restricted common units and stock option awards remeasured on July 21, 2022 as required under FASB ASC Topic 718 and SEC rules in connection with Mr. Robo’s retirement qualifying for continued full vesting under his equity award agreements. Please see discussion under CEO Succession in the CD&A for background and rationale for the continued vesting of Plan-Based Awards
Grant Date (b) | 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 (#) (i) | All Other Option Awards: Number of Securities Underlying Options(3) (#) (j) | Exercise or Base Price of Option Awards ($/Sh) (k) | Grant Date Fair Value of Stock and Option Awards($)(4) (l) | ||||||||||||||||||||||||||||||||||||||||||
Name(a) | Thre- shold ($) (c) | Target ($) (d) | Maximum ($) (e) | Thre- shold | Target (#) (g) | Maximum (#) (h) | ||||||||||||||||||||||||||||||||||||||||||
James L. Robo | — | $ | 0 | $ | 1,885,000 | $ | 3,770,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
2/12/2016 | 0 | 53,400 | 106,800 | $ | 7,226,489 | (5) | ||||||||||||||||||||||||||||||||||||||||||
2/12/2016 | 0 | 21,518 | 21,518 | $ | 2,402,915 | |||||||||||||||||||||||||||||||||||||||||||
2/12/2016 | 101,848 | $ | 111.67 | $ | 1,156,993 | |||||||||||||||||||||||||||||||||||||||||||
John W. Ketchum | — | 0 | 402,500 | 805,000 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
2/12/2016 | 0 | 5,613 | 11,226 | 759,567 | (5) | |||||||||||||||||||||||||||||||||||||||||||
2/12/2016 | 0 | 3,116 | 3,116 | 347,964 | ||||||||||||||||||||||||||||||||||||||||||||
2/12/2016 | 18,767 | 111.67 | 213,193 | |||||||||||||||||||||||||||||||||||||||||||||
Armando Pimentel, Jr. | — | 0 | 586,670 | 1,173,340 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
2/12/2016 | 0 | 10,849 | 21,698 | 1,468,190 | (5) | |||||||||||||||||||||||||||||||||||||||||||
2/12/2016 | 0 | 6,023 | 6,023 | 672,588 | ||||||||||||||||||||||||||||||||||||||||||||
2/12/2016 | 36,285 | 111.67 | 412,198 | |||||||||||||||||||||||||||||||||||||||||||||
Manoochehr K. Nazar | — | 0 | 611,940 | 1,223,880 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
2/12/2016 | 0 | 9,824 | 19,648 | 1,329,423 | (5) | |||||||||||||||||||||||||||||||||||||||||||
2/12/2016 | 0 | 5,454 | 5,454 | 609,048 | ||||||||||||||||||||||||||||||||||||||||||||
2/12/2016 | 32,860 | 111.67 | 373,290 | |||||||||||||||||||||||||||||||||||||||||||||
Eric E. Silagy | — | 0 | 557,270 | 1,114,540 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
2/12/2016 | 0 | 7,984 | 15,968 | 1,080,461 | (5) | |||||||||||||||||||||||||||||||||||||||||||
2/12/2016 | 0 | 4,432 | 4,432 | 494,921 | ||||||||||||||||||||||||||||||||||||||||||||
2/12/2016 | 26,698 | 111.67 | 303,289 | |||||||||||||||||||||||||||||||||||||||||||||
Moray P. Dewhurst | — | 0 | 0 | 0 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
2/12/2016 | 0 | 3,803 | 7,606 | 514,671 | (5) | |||||||||||||||||||||||||||||||||||||||||||
2/12/2016 | 0 | 2,111 | 2,111 | 235,735 | ||||||||||||||||||||||||||||||||||||||||||||
2/12/2016 | 12,720 | 111.67 | 144,499 | |||||||||||||||||||||||||||||||||||||||||||||
— | 0 | 13,881 | 27,762 | 2,471,388 | (6) | |||||||||||||||||||||||||||||||||||||||||||
— | 0 | 13,046 | 26,092 | 2,136,091 | (6) | |||||||||||||||||||||||||||||||||||||||||||
— | 0 | 3,803 | 7,606 | 528,733 | (6) | |||||||||||||||||||||||||||||||||||||||||||
— | 0 | 9,733 | 9,733 | 1,125,135 | (6) | |||||||||||||||||||||||||||||||||||||||||||
— | 0 | 4,886 | 4,886 | 564,822 | (6) | |||||||||||||||||||||||||||||||||||||||||||
— | 0 | 2,111 | 2,111 | 244,032 | (6) | |||||||||||||||||||||||||||||||||||||||||||
— | 10,549 | 93.27 | 200,747 | (6) | ||||||||||||||||||||||||||||||||||||||||||||
— | 22,790 | 103.62 | 312,223 | (6) | ||||||||||||||||||||||||||||||||||||||||||||
— | 12,720 | 111.67 | 139,030 | (6) |
71
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Mr. Robo’s equity awards in connection with his retirement. The remeasurements do not reflect the award of additional equity.
Material Terms of Performance Shares Granted to NEOs in 2016
three yearMATERIAL TERMS OF PERFORMANCE SHARES GRANTED TO NEOS IN 2022
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»
Material Terms of Performance-Based Restricted Stock Granted to NEOs in 2016
MATERIAL TERMS OF PERFORMANCE-BASED RESTRICTED STOCK GRANTED TO NEOS IN 2022
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Material TermsStock Options Grantedadjusted EBITDA of $400 million is met as of the end of the preceding year, performance-based restricted NEP common units vest one-third per year for three years for each year the NEP performance objective is met, beginning approximately one year from date of grant;2016full or in part prior to or on normal vesting date and, in some circumstances, without regard to satisfaction of performance objective, upon the occurrence of certain events, such as a change in control, death, disability or some retirements;
Determination of Amount Payable Under Annual Incentive Plan to NEOs
Salary and Bonus as a Proportion of 2016 Total Compensation
No discretionary bonuses were paid to NEOs in 2016. The salaries, as set forth in column (c) ofTable 1a: 2016 Summary Compensation Table, of each of the NEOs as a proportion of 2016 total compensation were as follows:
Mr. Robo—8%
Mr. Ketchum—22%
Mr. Pimentel—19%
Mr. Nazar—20%
Mr. Silagy—21%
Mr. Dewhurst—16%
These proportions are consistent with the Company’s philosophy of paying NEOs a higher percentage of performance-based compensation and a lower percentage of fixed compensation.
73
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74
| (A) | | | (B) | | | (C) | | | (D) | | | (E) | | | (F) | | | (G) | | | (H) | | | (I) | | | (J) | | |||||||||||||||||||||||||||
| NAME | | | OPTION AWARDS | | | STOCK AWARDS | | ||||||||||||||||||||||||||||||||||||||||||||||||
| NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE(1) (#) | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS UNEXERCISABLE(1) (#) | | | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#) | | | OPTION EXERCISE PRICE ($) | | | 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(2) ($) | | | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3) (#) | | | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(2) ($) | | ||||||||||||||||||||||||||||||
| 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 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 59,980 | | | | | | 29,992 | | | | | | 0 | | | | | | 68.87 | | | | | | 2/13/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 33,199 | | | | | | 66,396 | | | | | | 0 | | | | | | 83.95 | | | | | | 2/11/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 0 | | | | | | 209,130 | | | | | | 0 | | | | | | 75.38 | | | | | | 2/17/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 322,813(4) | | | | | | 26,815,675(4) | | | |||
| Terrell Kirk Crews II | | | | | 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 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 5,164 | | | | | | 2,584 | | | | | | 0 | | | | | | 68.87 | | | | | | 2/13/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 2,041 | | | | | | 4,082 | | | | | | 0 | | | | | | 83.95 | | | | | | 2/11/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 0 | | | | | | 25,248 | | | | | | 0 | | | | | | 75.38 | | | | | | 2/17/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 30,427(5) | | | | | | 2,522,352(5) | | | |||
| Rebecca J. Kujawa | | | | | 56,120 | | | | | | 0 | | | | | | 0 | | | | | | 45.65 | | | | | | 2/14/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 34,264 | | | | | | 17,132 | | | | | | 0 | | | | | | 68.87 | | | | | | 2/13/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 20,327 | | | | | | 40,654 | | | | | | 0 | | | | | | 83.95 | | | | | | 2/11/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 0 | | | | | | 105,162 | | | | | | 0 | | | | | | 75.38 | | | | | | 2/17/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 223,828(6) | | | | | | 18,605,810(6) | | | |||
| Eric E. Silagy | | | | | 46,536 | | | | | | 0 | | | | | | 0 | | | | | | 23.32 | | | | | | 2/14/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 61,760 | | | | | | 0 | | | | | | 0 | | | | | | 25.91 | | | | | | 2/13/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 106,792 | | | | | | 0 | | | | | | 0 | | | | | | 27.92 | | | | | | 2/12/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 134,428 | | | | | | 0 | | | | | | 0 | | | | | | 31.72 | | | | | | 2/17/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 120,396 | | | | | | 0 | | | | | | 0 | | | | | | 38.61 | | | | | | 2/15/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 137,540 | | | | | | 0 | | | | | | 0 | | | | | | 45.65 | | | | | | 2/14/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 72,992 | | | | | | 36,496 | | | | | | 0 | | | | | | 68.87 | | | | | | 2/13/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 33,199 | | | | | | 66,396 | | | | | | 0 | | | | | | 83.95 | | | | | | 2/11/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 0 | | | | | | 147,227 | | | | | | 0 | | | | | | 75.38 | | | | | | 2/17/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 301,013(7) | | | | | | 25,164,704(7) | | | |||
| Charles E. Sieving | | | | | 67,588 | | | | | | 0 | | | | | | 0 | | | | | | 38.61 | | | | | | 2/15/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 67,100 | | | | | | 0 | | | | | | 0 | | | | | | 45.65 | | | | | | 2/14/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 34,028 | | | | | | 17,016 | | | | | | 0 | | | | | | 68.87 | | | | | | 2/13/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 14,616 | | | | | | 29,230 | | | | | | 0 | | | | | | 83.95 | | | | | | 2/11/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 0 | | | | | | 45,554 | | | | | | 0 | | | | | | 75.38 | | | | | | 2/17/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 147,607(8) | | | | | | 12,281,910(8) | | |
| (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) (#) | | | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#) | | | OPTION EXERCISE PRICE ($) | | | OPTION EXPIRATION DATE | | | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | | | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED(2) ($) | | | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(3) (#) | | | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED(2) ($) | | ||||||||||||||||||||||||||||||
| Deborah H. Caplan | | | | | 38,168 | | | | | | 0 | | | | | | 0 | | | | | | 27.92 | | | | | | 2/12/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 44,404 | | | | | | 0 | | | | | | 0 | | | | | | 31.72 | | | | | | 2/17/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 35,876 | | | | | | 0 | | | | | | 0 | | | | | | 38.61 | | | | | | 2/15/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 35,940 | | | | | | 0 | | | | | | 0 | | | | | | 45.65 | | | | | | 2/14/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 19,404 | | | | | | 9,704 | | | | | | 0 | | | | | | 68.87 | | | | | | 2/13/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 7,460 | | | | | | 14,918 | | | | | | 0 | | | | | | 83.95 | | | | | | 2/11/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 0 | | | | | | 22,619 | | | | | | 0 | | | | | | 75.38 | | | | | | 2/17/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 43,153(9) | | | | | | 3,577,855(9) | | | |||
| James L. Robo | | | | | 314,976 | | | | | | 0 | | | | | | 0 | | | | | | 25.91 | | | | | | 2/13/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 407,392 | | | | | | 0 | | | | | | 0 | | | | | | 27.92 | | | | | | 2/12/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 735,848 | | | | | | 0 | | | | | | 0 | | | | | | 31.72 | | | | | | 2/17/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 581,716 | | | | | | 0 | | | | | | 0 | | | | | | 38.61 | | | | | | 2/15/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 565,000 | | | | | | 0 | | | | | | 0 | | | | | | 45.65 | | | | | | 2/14/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 284,136 | | | | | | 142,068 | | | | | | 0 | | | | | | 68.87 | | | | | | 2/13/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 108,805 | | | | | | 217,612 | | | | | | 0 | | | | | | 83.95 | | | | | | 2/11/2031 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | 0 | | | | | | 180,688 | | | | | | | | | | | | 75.38 | | | | | | 2/17/2032 | | | | | | | | | | | | | | | | | | | | | | | | | | | |||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 465,068(10) | | | | | | 38,616,064(10) | | |
| NAME | | | GRANT DATE | | | VEST DATE | | | NUMBER OF OPTIONS (#) | | |||||||||
| John W. Ketchum | | | | | 2/17/2022 | | | | | | 2/15/2023 | | | | | | 69,710 | | |
| | | | | | | | | 2/15/2024 | | | | | | 69,710 | | | |||
| | | | | | | | | 2/15/2025 | | | | | | 69,710 | | | |||
| | | 2/11/2021 | | | | | | 2/15/2023 | | | | | | 33,198 | | | |||
| | | | | | | | | 2/15/2024 | | | | | | 33,198 | | | |||
| | | 2/13/2020 | | | | | | 2/15/2023 | | | | | | 29,992 | | | |||
| Terrell Kirk Crews II | | | | | 2/17/2022 | | | | | | 2/15/2023 | | | | | | 8,416 | | |
| | | | | | | | | 2/15/2024 | | | | | | 8,416 | | | |||
| | | | | | | | | 2/15/2025 | | | | | | 8,416 | | | |||
| | | 2/11/2021 | | | | | | 2/15/2023 | | | | | | 2,041 | | | |||
| | | | | | | | | 2/15/2024 | | | | | | 2,041 | | | |||
| | | 2/13/2020 | | | | | | 2/15/2023 | | | | | | 2,584 | | | |||
| Rebecca J. Kujawa | | | | | 2/17/2022 | | | | | | 2/15/2023 | | | | | | 35,054 | | |
| | | | | | | | | 2/15/2024 | | | | | | 35,054 | | | |||
| | | | | | | | | 2/15/2025 | | | | | | 35,054 | | | |||
| | | 2/11/2021 | | | | | | 2/15/2023 | | | | | | 20,327 | | | |||
| | | | | | | | | 2/15/2024 | | | | | | 20,327 | | | |||
| | | 2/13/2020 | | | | | | 2/15/2023 | | | | | | 17,132 | | |
| NAME | | | GRANT DATE | | | VEST DATE | | | NUMBER OF OPTIONS (#) | | |||||||||
| Eric E. Silagy | | | | | 2/17/2022 | | | | | | 2/15/2023 | | | | | | 49,075 | | |
| | | | | | | | | 2/15/2024 | | | | | | 49,076 | | | |||
| | | | | | | | | 2/15/2025 | | | | | | 49,076 | | | |||
| | | 2/11/2021 | | | | | | 2/15/2023 | | | | | | 33,198 | | | |||
| | | | | | | | | 2/15/2024 | | | | | | 33,198 | | | |||
| | | 2/13/2020 | | | | | | 2/15/2023 | | | | | | 36,496 | | | |||
| Charles E. Sieving | | | | | 2/17/2022 | | | | | | 2/15/2023 | | | | | | 15,184 | | |
| | | | | | | | | 2/15/2024 | | | | | | 15,185 | | | |||
| | | | | | | | | 2/15/2025 | | | | | | 15,185 | | | |||
| | | 2/11/2021 | | | | | | 2/15/2023 | | | | | | 14,615 | | | |||
| | | | | | | | | 2/15/2024 | | | | | | 14,615 | | | |||
| | | 2/13/2020 | | | | | | 2/15/2023 | | | | | | 17,016 | | | |||
| Deborah H. Caplan | | | | | 2/17/2022 | | | | | | 2/15/2023 | | | | | | 7,539 | | |
| | | | | | | | | 2/15/2024 | | | | | | 7,540 | | | |||
| | | | | | | | | 2/15/2025 | | | | | | 7,540 | | | |||
| | | 2/11/2021 | | | | | | 2/15/2023 | | | | | | 7,459 | | | |||
| | | | | | | | | 2/15/2024 | | | | | | 7,459 | | | |||
| | | 2/13/2020 | | | | | | 2/15/2023 | | | | | | 9,704 | | | |||
| James L. Robo | | | | | 2/17/2022 | | | | | | 2/15/2023 | | | | | | 60,230 | | |
| | | | | | | | | 2/15/2024 | | | | | | 60,229 | | | |||
| | | | | | | | | 2/15/2025 | | | | | | 60,229 | | | |||
| | | 2/11/2021 | | | | | | 2/15/2023 | | | | | | 108,806 | | | |||
| | | | | | | | | 2/15/2024 | | | | | | 108,806 | | | |||
| | | 2/13/2020 | | | | | | 2/15/2023 | | | | | | 142,068 | | |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
Name (a) | Number of Securities Underlying Unexercised Options(#) Exercisable(1) (b) | Number of Securities Underlying Unexercised Options(#) Unexer- cisable(1) (c) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options(#) (d) | Option Exercise Price($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested(2) (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested($)(3) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#)(4) (i) | Equity Plan Awards: Market or | |||||||||||||||||||||||||||
James L. Robo | 52,320 | 0 | 0 | 64.69 | 2/15/2018 | |||||||||||||||||||||||||||||||
81,489 | 0 | 0 | 50.91 | 2/13/2019 | ||||||||||||||||||||||||||||||||
111,864 | 0 | 0 | 45.57 | 2/12/2020 | ||||||||||||||||||||||||||||||||
89,074 | 0 | 0 | 54.59 | 2/18/2021 | ||||||||||||||||||||||||||||||||
101,937 | 0 | 0 | 60.22 | 2/17/2022 | ||||||||||||||||||||||||||||||||
82,931 | 0 | 0 | 72.50 | 2/15/2023 | ||||||||||||||||||||||||||||||||
39,281 | 19,641 | 0 | 93.27 | 2/14/2024 | ||||||||||||||||||||||||||||||||
26,248 | 52,496 | 0 | 103.62 | 2/13/2025 | ||||||||||||||||||||||||||||||||
0 | 101,848 | 0 | 111.67 | 2/12/2026 | ||||||||||||||||||||||||||||||||
44,380 | $ | 5,301,635 | 254,195 | (5) | $ | 30,366,135 | (5) | |||||||||||||||||||||||||||||
John W. Ketchum | 0 | 18,767 | 0 | 111.67 | 2/12/2026 | |||||||||||||||||||||||||||||||
— | — | 26,678 | (6) | $ | 3,186,954 | (6) | ||||||||||||||||||||||||||||||
Armando Pimentel, Jr. | 42,372 | 0 | 0 | 45.57 | 2/12/2020 | |||||||||||||||||||||||||||||||
35,347 | 0 | 0 | 54.59 | 2/18/2021 | ||||||||||||||||||||||||||||||||
42,008 | 0 | 0 | 60.22 | 2/17/2022 | ||||||||||||||||||||||||||||||||
34,620 | 0 | 0 | 72.50 | 2/15/2023 | ||||||||||||||||||||||||||||||||
15,193 | 7,597 | 0 | 93.27 | 2/14/2024 | ||||||||||||||||||||||||||||||||
8,285 | 16,568 | 0 | 103.62 | 2/13/2025 | ||||||||||||||||||||||||||||||||
0 | 36,285 | 0 | 111.67 | 2/12/2026 | ||||||||||||||||||||||||||||||||
— | — | 52,103 | (7) | $ | 6,224,224 | (7) | ||||||||||||||||||||||||||||||
Manoochehr K. Nazar | 13,890 | 0 | 0 | 50.91 | 2/13/2019 | |||||||||||||||||||||||||||||||
19,925 | 0 | 0 | 45.57 | 2/12/2020 | ||||||||||||||||||||||||||||||||
15,790 | 0 | 0 | 54.59 | 2/18/2021 | ||||||||||||||||||||||||||||||||
18,076 | 0 | 0 | 60.22 | 2/17/2022 | ||||||||||||||||||||||||||||||||
38,149 | 0 | 0 | 72.50 | 2/15/2023 | ||||||||||||||||||||||||||||||||
16,421 | 8,211 | 0 | 93.27 | 2/14/2024 | ||||||||||||||||||||||||||||||||
8,784 | 17,566 | 0 | 103.62 | 2/13/2025 | ||||||||||||||||||||||||||||||||
0 | 32,860 | 0 | 111.67 | 2/12/2026 | ||||||||||||||||||||||||||||||||
— | — | 50,998 | (8) | $ | 6,092,221 | (8) | ||||||||||||||||||||||||||||||
Eric E. Silagy | 21,216 | 0 | 0 | 60.22 | 2/17/2022 | |||||||||||||||||||||||||||||||
15,620 | 0 | 0 | 72.50 | 2/15/2023 | ||||||||||||||||||||||||||||||||
7,756 | 3,878 | 0 | 93.27 | 2/14/2024 | ||||||||||||||||||||||||||||||||
5,146 | 10,294 | 0 | 103.62 | 2/13/2025 | ||||||||||||||||||||||||||||||||
0 | 26,698 | 0 | 111.67 | 2/12/2026 | ||||||||||||||||||||||||||||||||
— | — | 35,490 | (9) | $ | 4,239,635 | (9) | ||||||||||||||||||||||||||||||
Moray P. Dewhurst | 6,898 | 0 | 0 | 64.69 | 2/15/2018 | |||||||||||||||||||||||||||||||
59,575 | 0 | 0 | 54.59 | 2/18/2021 | ||||||||||||||||||||||||||||||||
68,840 | 0 | 0 | 60.22 | 2/17/2022 | ||||||||||||||||||||||||||||||||
49,482 | 0 | 0 | 72.50 | 2/15/2023 | ||||||||||||||||||||||||||||||||
31,648 | 0 | 0 | 93.27 | 2/14/2024 | ||||||||||||||||||||||||||||||||
34,185 | 0 | 0 | 103.62 | 2/13/2025 | ||||||||||||||||||||||||||||||||
12,720 | 0 | 0 | 111.67 | 2/12/2026 | ||||||||||||||||||||||||||||||||
— | — | 50,428 | (10) | $ | 6,024,129 | (10) |
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| AWARD TYPE | | | GRANT DATE | | | VEST DATE | | | NUMBER OF SHARES | | |||||||||
| Performance-based restricted stock | | | | | 2/17/2022 | | | | | | 2/15/2023 | | | | | | 1,160 | | |
| | | | | | | | | 2/15/2024 | | | | | | 1,161 | | | |||
| | | | | | | | | 2/15/2025 | | | | | | 1,161 | | | |||
| Performance-based restricted stock | | | | | 2/11/2021 | | | | | | 2/15/2023 | | | | | | 2,539 | | |
| | | | | | | | | 2/15/2024 | | | | | | 2,539 | | | |||
| Performance-based restricted stock | | | | | 2/13/2020 | | | | | | 2/15/2023 | | | | | | 2,008 | | |
| AWARD TYPE | | | GRANT DATE | | | VEST DATE | | | NUMBER OF SHARES | | |||||||||
| Performance-based restricted stock units | | | | | 2/11/2021 | | | | | | 2/15/2026 | | | | | | 30,988 | | |
| | | | | | | | | 2/15/2031 | | | | | | 30,988 | | |
| AWARD TYPE | | | GRANT DATE | | | VEST DATE | | | NUMBER OF SHARES | | |||||||||
| Performance-based restricted NEP common units | | | | | 2/22/2022 | | | | | | 2/15/2023 | | | | | | 2,870 | | |
| | | | | | | | | 2/15/2024 | | | | | | 2,870 | | | |||
| | | | | | | | | 2/15/2025 | | | | | | 2,870 | | | |||
| Performance-based restricted NEP common units | | | | | 2/16/2021 | | | | | | 2/15/2023 | | | | | | 1,434 | | |
| | | | | | | | | 2/15/2024 | | | | | | 1,434 | | | |||
| Performance-based restricted NEP common units | | | | | 2/18/2020 | | | | | | 2/15/2023 | | | | | | 1,217 | | |
| AWARD TYPE | | | GRANT DATE | | | VEST DATE | | | NUMBER OF SHARES | | |||||||||
| Performance-based restricted stock | | | | | 2/17/2022 | | | | | | 2/15/2023 | | | | | | 759 | | |
| | | | | | | | | 2/15/2024 | | | | | | 759 | | | |||
| | | | | | | | | 2/15/2025 | | | | | | 759 | | | |||
| Performance-based restricted stock | | | | | 2/11/2021 | | | | | | 2/15/2023 | | | | | | 516 | | |
| | | | | | | | | 2/15/2024 | | | | | | 516 | | | |||
| Performance-based restricted stock | | | | | 2/13/2020 | | | | | | 2/15/2023 | | | | | | 572 | | |
| AWARD TYPE | | | GRANT DATE | | | VEST DATE | | | NUMBER OF SHARES | | |||||||||
| Performance-based restricted NEP common units | | | | | 2/22/2022 | | | | | | 2/15/2023 | | | | | | 433 | | |
| | | | | | | | | 2/15/2024 | | | | | | 433 | | | |||
| | | | | | | | | 2/15/2025 | | | | | | 433 | | | |||
| Performance-based restricted NEP common units | | | | | 2/16/2021 | | | | | | 2/15/2023 | | | | | | 88 | | |
| | | | | | | | | 2/15/2024 | | | | | | 88 | | | |||
| Performance-based restricted NEP common units | | | | | 2/18/2020 | | | | | | 2/15/2023 | | | | | | 105 | | |
| AWARD TYPE | | | GRANT DATE | | | VEST DATE | | | NUMBER OF SHARES | | |||||||||
| Performance-based restricted stock | | | | | 2/17/2022 | | | | | | 2/15/2023 | | | | | | 3,161 | | |
| | | | | | | | | 2/15/2024 | | | | | | 3,162 | | | |||
| | | | | | | | | 2/15/2025 | | | | | | 3,162 | | | |||
| Performance-based restricted stock | | | | | 2/11/2021 | | | | | | 2/15/2023 | | | | | | 1,555 | | |
| | | | | | | | | 2/15/2024 | | | | | | 1,555 | | | |||
| Performance-based restricted stock | | | | | 2/13/2020 | | | | | | 2/15/2023 | | | | | | 1,148 | | |
| AWARD TYPE | | | GRANT DATE | | | VEST DATE | | | NUMBER OF SHARES | | |||||||||
| Performance-based restricted stock units | | | | | 2/11/2021 | | | | | | 2/15/2026 | | | | | | 30,988 | | |
| | | | | | | | | 2/15/2031 | | | | | | 30,988 | | |
| AWARD TYPE | | | GRANT DATE | | | VEST DATE | | | NUMBER OF SHARES | | |||||||||
| Performance-based restricted NEP common units | | | | | 2/22/2022 | | | | | | 2/15/2023 | | | | | | 1,804 | | |
| | | | | | | | | 2/15/2024 | | | | | | 1,804 | | | |||
| | | | | | | | | 2/15/2025 | | | | | | 1,804 | | | |||
| Performance-based restricted NEP common units | | | | | 2/16/2021 | | | | | | 2/15/2023 | | | | | | 878 | | |
| | | | | | | | | 2/15/2024 | | | | | | 878 | | | |||
| Performance-based restricted NEP common units | | | | | 2/18/2020 | | | | | | 2/15/2023 | | | | | | 695 | | |
| AWARD TYPE | | | GRANT DATE | | | VEST DATE | | | NUMBER OF SHARES | | |||||||||
| Performance-based restricted stock | | | | | 2/17/2022 | | | | | | 2/15/2023 | | | | | | 6,809 | | |
| | | | | | | | | 2/15/2024 | | | | | | 6,810 | | | |||
| | | | | | | | | 2/15/2025 | | | | | | 6,810 | | | |||
| Performance-based restricted stock | | | | | 2/11/2021 | | | | | | 2/15/2023 | | | | | | 3,907 | | |
| | | | | | | | | 2/15/2024 | | | | | | 3,907 | | | |||
| Performance-based restricted stock | | | | | 2/13/2020 | | | | | | 2/15/2023 | | | | | | 3,760 | | |
| AWARD TYPE | | | GRANT DATE | | | VEST DATE | | | NUMBER OF SHARES | | |||||||||
| Performance-based restricted stock units | | | | | 2/11/2021 | | | | | | 2/15/2025 | | | | | | 30,988 | | |
| | | | | | | | | 2/15/2028 | | | | | | 30,988 | | |
| AWARD TYPE | | | GRANT DATE | | | VEST DATE | | | NUMBER OF SHARES | | |||||||||
| Performance-based restricted stock | | | | | 2/17/2022 | | | | | | 2/15/2023 | | | | | | 1,370 | | |
| | | | | | | | | 2/15/2024 | | | | | | 1,369 | | | |||
| | | | | | | | | 2/15/2025 | | | | | | 1,369 | | | |||
| Performance-based restricted stock | | | | | 2/11/2021 | | | | | | 2/15/2023 | | | | | | 1,118 | | |
| | | | | | | | | 2/15/2024 | | | | | | 1,118 | | | |||
| Performance-based restricted stock | | | | | 2/13/2020 | | | | | | 2/15/2023 | | | | | | 1,140 | | |
| AWARD TYPE | | | GRANT DATE | | | VEST DATE | | | NUMBER OF SHARES (#) | | |||||||||
| Performance-based restricted stock units | | | | | 2/11/2021 | | | | | | 2/15/2026 | | | | | | 30,988 | | |
| | | | | | | | | 2/15/2031 | | | | | | 30,988 | | |
| AWARD TYPE | | | GRANT DATE | | | VEST DATE | | | NUMBER OF SHARES | | |||||||||
| Performance-based restricted NEP common units | | | | | 2/22/2022 | | | | | | 2/15/2023 | | | | | | 781 | | |
| | | | | | | | | 2/15/2024 | | | | | | 782 | | | |||
| | | | | | | | | 2/15/2025 | | | | | | 782 | | | |||
| Performance-based restricted NEP common units | | | | | 2/16/2021 | | | | | | 2/15/2023 | | | | | | 631 | | |
| | | | | | | | | 2/15/2024 | | | | | | 631 | | | |||
| Performance-based restricted NEP common units | | | | | 2/18/2020 | | | | | | 2/15/2023 | | | | | | 690 | | |
| AWARD TYPE | | | GRANT DATE | | | VEST DATE | | | NUMBER OF SHARES | | |||||||||
| Performance-based restricted stock | | | | | 2/17/2022 | | | | | | 2/15/2023 | | | | | | 680 | | |
| | | | | | | | | 2/15/2024 | | | | | | 680 | | | |||
| | | | | | | | | 2/15/2025 | | | | | | 680 | | | |||
| Performance-based restricted stock | | | | | 2/11/2021 | | | | | | 2/15/2023 | | | | | | 570 | | |
| | | | | | | | | 2/15/2024 | | | | | | 570 | | | |||
| Performance-based restricted stock | | | | | 2/13/2020 | | | | | | 2/15/2023 | | | | | | 648 | | |
| AWARD TYPE | | | GRANT DATE | | | VEST DATE | | | NUMBER OF SHARES | | |||||||||
| Performance-based restricted NEP common units | | | | | 2/22/2022 | | | | | | 2/15/2023 | | | | | | 388 | | |
| | | | | | | | | 2/15/2024 | | | | | | 388 | | | |||
| | | | | | | | | 2/15/2025 | | | | | | 388 | | | |||
| Performance-based restricted NEP common units | | | | | 2/16/2021 | | | | | | 2/15/2023 | | | | | | 322 | | |
| | | | | | | | | 2/15/2024 | | | | | | 322 | | | |||
| Performance-based restricted NEP common units | | | | | 2/18/2020 | | | | | | 2/15/2023 | | | | | | 393 | | |
| AWARD TYPE | | | GRANT DATE | | | VEST DATE | | | NUMBER OF SHARES | | |||||||||
| Performance-based restricted stock | | | | | 2/17/2022 | | | | | | 2/15/2023 | | | | | | 929 | | |
| | | | | | | | | 2/15/2024 | | | | | | 928 | | | |||
| | | | | | | | | 2/15/2025 | | | | | | 928 | | | |||
| Performance-based restricted stock | | | | | 2/11/2021 | | | | | | 2/15/2023 | | | | | | 1,536 | | |
| | | | | | | | | 2/15/2024 | | | | | | 1,536 | | | |||
| Performance-based restricted stock | | | | | 2/13/2020 | | | | | | 2/15/2023 | | | | | | 1,756 | | |
| AWARD TYPE | | | GRANT DATE | | | VEST DATE | | | NUMBER OF SHARES | | |||||||||
| Performance-based restricted NEP common units | | | | | 2/22/2022 | | | | | | 2/15/2023 | | | | | | 2,460 | | |
| | | | | | | | | 2/15/2024 | | | | | | 2,460 | | | |||
| | | | | | | | | 2/15/2025 | | | | | | 2,460 | | | |||
| Performance-based restricted NEP common units | | | | | 2/16/2021 | | | | | | 2/15/2023 | | | | | | 3,761 | | |
| | | | | | | | | 2/15/2024 | | | | | | 3,761 | | | |||
| Performance-based restricted NEP common units | | | | | 2/18/2020 | | | | | | 2/15/2023 | | | | | | 4,611 | | |
»
| (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 | | | | | | 70,726 | | | | | | 5,332,317 | | |
| Terrell Kirk Crews II | | | | | 0 | | | | | | 0 | | | | | | 4,585 | | | | | | 345,015 | | |
| Rebecca J. Kujawa | | | | | 0 | | | | | | 0 | | | | | | 40,384 | | | | | | 3,044,735 | | |
| Eric E. Silagy | | | | | 0 | | | | | | 0 | | | | | | 85,143 | | | | | | 6,440,541 | | |
| Charles E. Sieving | | | | | 0 | | | | | | 0 | | | | | | 39,874 | | | | | | 3,006,655 | | |
| Deborah H. Caplan | | | | | 0 | | | | | | 0 | | | | | | 22,542 | | | | | | 1,700,058 | | |
| James L. Robo | | | | | 235,688 | | | | | | 14,775,749 | | | | | | 365,797 | | | | | | 28,110,815 | | |
| NAME | | | NUMBER OF PERFORMANCE- BASED RESTRICTED NEE STOCK # | | | VALUE $ | | | NUMBER OF PERFORMANCE- BASED RESTRICTED NEP COMMON UNITS # | | | VALUE $ | | | | NUMBER OF PERFORMANCE SHARES (#) | | | VALUE ($) | | ||||||||||||||||||
| John W. Ketchum | | | | | 7,072 | | | | | | 533,088 | | | | | | 4,110 | | | | | | 292,344 | | | | | | | 59,544 | | | | | | 4,506,885 | | |
| Terrell Kirk Crews II | | | | | 1,821 | | | | | | 137,267 | | | | | | 320 | | | | | | 22,762 | | | | | | | 2,444 | | | | | | 184,986 | | |
| Rebecca J. Kujawa | | | | | 4,034 | | | | | | 304,083 | | | | | | 2,342 | | | | | | 166,586 | | | | | | | 34,008 | | | | | | 2,574,066 | | |
| Eric E. Silagy | | | | | 12,687 | | | | | | 956,346 | | | | | | 0 | | | | | | 0 | | | | | | | 72,456 | | | | | | 5,484,195 | | |
| Charles E. Sieving | | | | | 3,850 | | | | | | 290,213 | | | | | | 2,240 | | | | | | 159,331 | | | | | | | 33,784 | | | | | | 2,557,111 | | |
| Deborah H. Caplan | | | | | 2,071 | | | | | | 156,112 | | | | | | 1,207 | | | | | | 85,854 | | | | | | | 19,264 | | | | | | 1,458,092 | | |
| James L. Robo | | | | | 5,769 | | | | | | 434,867 | | | | | | 14,563 | | | | | | 1,035,866 | | | | | | | 244,472 | | | | | | 18,504,086 | | |
Option Awards | Stock Awards | |||||||||||||||
Name(a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c) | Number of Shares Acquired on Vesting(2)(#) (d) | Value Realized on Vesting(2)($) (e) | ||||||||||||
James L. Robo | 43,773 | $ | 2,548,617 | (1) | 133,581 | $ | 16,260,882 | |||||||||
John W. Ketchum | 0 | 0 | 5,896 | 708,351 | ||||||||||||
Armando Pimentel, Jr. | 0 | 0 | 23,491 | 2,890,462 | ||||||||||||
Manoochehr K. Nazar | 0 | 0 | 25,401 | 3,125,383 | ||||||||||||
Eric E. Silagy | 0 | 0 | 12,127 | 1,490,644 | ||||||||||||
Moray P. Dewhurst | 161,079 | 11,493,161 | (1) | 55,676 | 6,629,932 |
78
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benefits
Name (a) | Plan Name (b) | Number of Years Credited Service (#) (c) | Present Value of Accumulated Benefit ($) (d) | Payments During Last Fiscal Year ($) (e) | ||||||||||||
James L. Robo(2) | NextEra Energy, Inc. Employee Pension Plan | 15 | $ | 251,449 | $ | 0 | ||||||||||
SERP(1) | 15 | 3,627,108 | 0 | |||||||||||||
John W. Ketchum (2) | NextEra Energy, Inc. Employee Pension Plan | 14 | 222,154 | 0 | ||||||||||||
SERP(1) | 14 | 267,353 | 0 | |||||||||||||
Armando Pimentel, Jr.(2) | NextEra Energy, Inc. Employee Pension Plan | 9 | 134,696 | 0 | ||||||||||||
SERP(1) | 9 | 1,932,860 | 0 | |||||||||||||
Manoochehr K. Nazar(2) | NextEra Energy, Inc. Employee Pension Plan | 9 | 140,842 | 0 | ||||||||||||
SERP(1) | 9 | 2,010,986 | 0 | |||||||||||||
Eric E. Silagy(2) | NextEra Energy, Inc. Employee Pension Plan | 14 | 227,516 | 0 | ||||||||||||
SERP(1) | 14 | 790,093 | 0 | |||||||||||||
Moray P. Dewhurst(3) | NextEra Energy, Inc. Employee Pension Plan | 13 | 258,644 | 0 | ||||||||||||
SERP(1) | 13 | 1,730,854 | 51,170 |
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Compensation.
| (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 | | | | | 20 | | | | | | 388,868 | | | | | | 0 | | |
| SERP(2) | | | | | 20 | | | | | | 2,029,832 | | | | | | 0 | | | |||
| Terrell Kirk Crews II(1) | | | NextEra Energy, Inc. Employee Pension Plan | | | | | 7 | | | | | | 97,316 | | | | | | 0 | | |
| SERP(2) | | | | | 7 | | | | | | 207,043 | | | | | | 0 | | | |||
| Rebecca J. Kujawa(1) | | | NextEra Energy, Inc. Employee Pension Plan | | | | | 16 | | | | | | 276,870 | | | | | | 0 | | |
| SERP(2) | | | | | 16 | | | | | | 780,445 | | | | | | 0 | | | |||
| Eric E. Silagy(1) | | | NextEra Energy, Inc. Employee Pension Plan | | | | | 20 | | | | | | 395,653 | | | | | | 0 | | |
| SERP(2) | | | | | 20 | | | | | | 2,961,363 | | | | | | 0 | | | |||
| Charles E. Sieving(1) | | | NextEra Energy, Inc. Employee Pension Plan | | | | | 14 | | | | | | 257,795 | | | | | | 0 | | |
| SERP(2) | | | | | 14 | | | | | | 2,584,713 | | | | | | 0 | | | |||
| Deborah H. Caplan(1) | | | NextEra Energy, Inc. Employee Pension Plan | | | | | 17 | | | | | | 337,142 | | | | | | 0 | | |
| SERP(2) | | | | | 17 | | | | | | 1,431,844 | | | | | | 0 | | | |||
| James L. Robo(1) | | | NextEra Energy, Inc. Employee Pension Plan | | | | | 21 | | | | | | 418,704 | | | | | | 0 | | |
| SERP(2) | | | | | 21 | | | | | | 8,951,843 | | | | | | 0 | | |
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: 2022 Summary Compensation Table under column (I), “All Other Compensation” (amounts for which are detailed in Table 1b: 2022 Supplemental All Other Compensation), and also are reported in Table 6: Nonqualified Deferred Compensation under columns (C), (D) and (F).Employee Pension Plan
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80
deferred compensation
Name(a) | Executive Contributions in Last FY(1)($) (b) | Registrant Contributions in Last FY(2)($) (c) | Aggregate Earnings in Last FY(3)($) (d) | Aggregate Withdrawals/ Distributions(4)($) (e) | Aggregate Balance at Last FYE(5)($) (f) | |||||||||||||||
James L. Robo | $ | 3,887,536 | $ | 204,689 | $ | 1,291,791 | $ | 0 | $ | 11,138,346 | ||||||||||
John W. Ketchum | 0 | 42,933 | 30,669 | 0 | 219,998 | |||||||||||||||
Armando Pimentel, Jr. | 0 | 76,878 | 129,988 | 0 | 878,320 | |||||||||||||||
Manoochehr K. Nazar | 1,390,380 | 79,225 | 421,750 | 0 | 4,451,498 | |||||||||||||||
Eric E. Silagy | 0 | 68,490 | 74,830 | 0 | 517,696 | |||||||||||||||
Moray P. Dewhurst | 1,810,354 | 53,525 | 544,256 | 648,014 | 4,543,485 |
TABLE 6: NONQUALIFIED DEFERRED COMPENSATION
(1) The |
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Additional Disclosure Related to Nonqualified Deferred Compensation Plan permits deferral of salary (up to 100%), annual incentive (up to 100%) and performance shares (up to 100%). For Mr. Robo, the amount is the value of the portion of the deferred retirement award that vested in 2022. The receipt of such shares was deferred six months following the termination of service.
1a: 2022 Summary Compensation Table
in column (I), “All Other Compensation” (amounts for which are detailed in Table 1b: 2022 Supplemental All Other Compensation).2022.
payments under retention agreements
82
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.
termination of employment.
2022. No values are provided for Mr. Robo because he was not employed by the Company as of December 31, 2022 and, therefore, these hypothetical scenarios are no longer relevant.
| PAYMENT TYPE | | | JOHN W. KETCHUM ($) | | | TERRELL KIRK CREWS II(5) ($) | | | REBECCA J. KUJAWA ($) | | | ERIC E. SILAGY ($) | | | CHARLES E. SIEVING ($) | | | DEBORAH H. CAPLAN ($) | | ||||||||||||||||||
| Long-Term Incentive Awards: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 1st 50% of Performance Share Awards(1) | | | | | 9,930,677 | | | | | | 0 | | | | | | 5,627,872 | | | | | | 8,654,105 | | | | | | 3,087,014 | | | | | | 1,551,950 | | |
| Restricted Stock and NEP Common Unit Awards(2)(3) | | | | | 1,773,277 | | | | | | 0 | | | | | | 1,700,032 | | | | | | 2,675,451 | | | | | | 926,839 | | | | | | 474,289 | | |
| Stock Option Awards(4) | | | | | 2,160,831 | | | | | | 0 | | | | | | 1,116,786 | | | | | | 1,747,792 | | | | | | 625,100 | | | | | | 328,868 | | |
| Total | | | | | 13,864,785 | | | | | | 0 | | | | | | 8,444,690 | | | | | | 13,077,348 | | | | | | 4,638,952 | | | | | | 2,355,107 | | |
| PAYMENT TYPE | | | JOHN W. KETCHUM ($) | | | TERRELL KIRK CREWS II ($) | | | REBECCA J. KUJAWA ($) | | | ERIC E. SILAGY ($) | | | CHARLES E. SIEVING ($) | | | DEBORAH H. CAPLAN ($) | | ||||||||||||||||||
| Long-Term Incentive Awards: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2nd 50% of Performance Share Awards(2) | | | | | 9,930,510 | | | | | | 0 | | | | | | 5,627,711 | | | | | | 8,653,938 | | | | | | 3,086,846 | | | | | | 1,551,616 | | |
James L. Robo | John W. Ketchum | Armando Pimentel, Jr. | Manoochehr K. Nazar | Eric E. Silagy | ||||||||||||||||
Long-Term Incentive Awards: | ||||||||||||||||||||
1st 50% of Performance Share Awards(1) | $ | 11,535,070 | $ | 993,290 | $ | 2,198,340 | $ | 2,149,470 | $ | 1,525,020 | ||||||||||
Restricted Stock Awards(2) | 5,014,330 | 764,780 | 1,366,260 | 1,342,010 | 924,380 | |||||||||||||||
Stock Option Awards(3) | 2,136,710 | 146,190 | 743,230 | 748,390 | 472,080 | |||||||||||||||
Total: | $ | 18,686,110 | $ | 1,904,260 | $ | 4,307,830 | $ | 4,239,870 | $ | 2,921,480 |
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Table 7b: Potential Compensation to Named Executives at One-Year Anniversary of Change in Control(1)
James L. Robo | John W. Ketchum | Armando Pimentel, Jr. | Manoochehr K. Nazar | Eric E. Silagy | ||||||||||||||||
2nd 50% of Performance Share Awards(2) | $ | 11,535,070 | $ | 992,890 | $ | 2,198,120 | $ | 2,149,470 | $ | 1,525,020 |
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83
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Materially, the
| PAYMENT TYPE | | | JOHN W. KETCHUM ($) | | | TERRELL KIRK CREWS II ($) | | | REBECCA J. KUJAWA ($) | | | ERIC E. SILAGY ($) | | | CHARLES E. SIEVING ($) | | | DEBORAH H. CAPLAN ($) | | ||||||||||||||||||
| Cash Severance(2) | | | | | 11,250,000 | | | | | | 3,295,650 | | | | | | 7,170,000 | | | | | | 10,038,000 | | | | | | 7,788,486 | | | | | | 5,340,762 | | |
| Long-Term Incentive Awards(3) | | | | | 23,795,295 | | | | | | 2,621,851 | | | | | | 14,072,401 | | | | | | 21,731,285 | | | | | | 7,725,799 | | | | | | 3,906,723 | | |
| Executive Transition Awards(4) | | | | | 1,554,291 | | | | | | — | | | | | | 1,554,291 | | | | | | 1,606,123 | | | | | | 1,554,291 | | | | | | — | | |
| Incremental Increase in Nonqualified SERP(5) | | | | | 2,323,482 | | | | | | 0 | | | | | | 1,501,769 | | | | | | 2,297,528 | | | | | | 1,940,200 | | | | | | 1,384,367 | | |
| Continued Participation in Active Employee Welfare Benefits(6) | | | | | 249,908 | | | | | | 69,247 | | | | | | 122,583 | | | | | | 204,033 | | | | | | 152,040 | | | | | | 129,477 | | |
| Continued Participation in Certain Perquisite Programs(7) | | | | | 158,730 | | | | | | 75,000 | | | | | | 152,400 | | | | | | 179,010 | | | | | | 168,510 | | | | | | 167,840 | | |
| Certain Limited Outplacement and Relocation Allowances(8) | | | | | 48,750 | | | | | | 23,750 | | | | | | 48,750 | | | | | | 48,750 | | | | | | 48,750 | | | | | | 48,750 | | |
| Code Section 280G Gross-up (Cutback)(9) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | (5,325,925) | | | | | | 0 | | | | | | 0 | | |
| Total | | | | | 39,380,456 | | | | | | 6,085,498 | | | | | | 24,622,194 | | | | | | 30,778,804 | | | | | | 19,378,076 | | | | | | 10,977,919 | | |
Table 8: Potential Post-Employment Compensation to Named Executives Upon Termination Without Causecontrol date and are therefore not part of the “excess parachute payment” amount or for Good Reason Following Change in Control(1)
James L. Robo | John W. Ketchum | Armando Pimentel, Jr. | Manoochehr K. Nazar | Eric E. Silagy | ||||||||||||||||
Cash Severance(2) | $ | 12,597,000 | $ | 3,398,250 | $ | 5,808,030 | $ | 4,021,320 | $ | 5,540,860 | ||||||||||
Deferred Retirement Awards(3) | 3,711,140 | 0 | 0 | 0 | 0 | |||||||||||||||
Incremental Increase in Nonqualified SERP(4) | 2,993,310 | 742,080 | 1,407,660 | 937,060 | 1,201,810 | |||||||||||||||
Continued Participation in Active Employee Welfare Benefits(5) | 272,130 | 87,525 | 149,282 | 106,206 | 125,898 | |||||||||||||||
Continued Participation in Certain Perquisites Programs(6) | 156,350 | 166,560 | 164,130 | 111,210 | 156,570 | |||||||||||||||
Certain Limited Outplacement and Relocation Allowances(7) | 53,500 | 53,500 | 53,500 | 53,500 | 53,500 | |||||||||||||||
Code Section 280G Gross-up(8) | 15,462,866 | 0 | 0 | 0 | 0 | |||||||||||||||
Total: | $ | 35,246,296 | $ | 4,447,915 | $ | 7,582,602 | $ | 5,229,296 | $ | 7,078,638 |
84
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the estimated gross-up amount.
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85
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Potential Payments Under the Severance Plan
86
Table
| PAYMENT TYPE | | | JOHN W. KETCHUM ($) | | | TERRELL KIRK CREWS II ($) | | | REBECCA J. KUJAWA ($) | | | ERIC E. SILAGY ($) | | | CHARLES E. SIEVING ($) | | | DEBORAH H. CAPLAN ($) | | ||||||||||||||||||
| Cash Severance(1) | | | | | 7,500,000 | | | | | | 2,159,000 | | | | | | 4,000,000 | | | | | | 5,600,000 | | | | | | 3,810,880 | | | | | | 2,683,800 | | |
| Long-Term Incentive Awards: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Performance Share Awards(2) | | | | | 4,346,030 | | | | | | 378,959 | | | | | | 2,588,590 | | | | | | 3,921,680 | | | | | | 1,486,070 | | | | | | 750,561 | | |
| Restricted Stock Awards(3) | | | | | 1,205,680 | | | | | | 279,127 | | | | | | 1,060,880 | | | | | | 1,721,570 | | | | | | 622,380 | | | | | | 321,740 | | |
| Stock Option Awards(4) | | | | | 1,339,280 | | | | | | 147,030 | | | | | | 702,390 | | | | | | 1,159,970 | | | | | | 439,690 | | | | | | 236,019 | | |
| Executive Transition Awards(5) | | | | | 1,554,291 | | | | | | — | | | | | | 1,554,291 | | | | | | 1,606,123 | | | | | | 1,554,291 | | | | | | — | | |
| Certain Limited Outplacement and Other Perquisites(6) | | | | | 35,000 | | | | | | 35,000 | | | | | | 35,000 | | | | | | 35,000 | | | | | | 35,000 | | | | | | 35,000 | | |
| Cutback Under Plan Benefit Cap(7) | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
| Total | | | | | 15,980,281 | | | | | | 2,999,116 | | | | | | 9,941,151 | | | | | | 14,044,343 | | | | | | 7,948,311 | | | | | | 4,027,120 | | |
James L. Robo | John W. Ketchum | Armando Pimentel, Jr. | Manoochehr K. Nazar | Eric E. Silagy | ||||||||||||||||
Cash Severance(1) | $ | 6,370,000 | $ | 1,955,000 | $ | 2,849,540 | $ | 2,972,280 | $ | 2,706,740 | ||||||||||
Long-Term Incentive Awards: | ||||||||||||||||||||
Performance Share Awards(2) | 6,324,212 | 583,801 | 1,187,193 | 1,192,091 | 787,122 | |||||||||||||||
Restricted Stock Awards(3) | 3,417,631 | 517,740 | 930,235 | 931,191 | 612,471 | |||||||||||||||
Stock Option Awards(4) | 1,568,197 | 78,406 | 547,308 | 560,737 | 336,258 | |||||||||||||||
Deferred Retirement Awards(5) | 3,635,765 | 0 | 0 | 0 | 0 | |||||||||||||||
Certain Limited Outplacement and Other Perquisites(6) | 35,000 | 35,000 | 35,000 | 35,000 | 35,000 | |||||||||||||||
Cutback Under Plan Benefit Cap(7) | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
Total: | $ | 21,350,805 | $ | 3,169,947 | $ | 5,549,276 | $ | 5,691,299 | $ | 4,477,591 |
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three-year performance periods ending December 31, 2023 and December 31, 2024, respectively, based on the closing NextEra Energy common stock price on December 31, 2022 of $83.60. As the actual level of achievement of the performance objectives at the conclusion of the performance periods ending December 31, 2023 and December 31, 2024, respectively, would not have been known upon a hypothetical qualifying involuntary termination on December 31, 2022, amounts shown assume target, or 100%, performance. Actual payouts would be between 0% and 200% of target.
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Other
Potential Payments Underpayments under Equity Award Agreements
$13,077,355; Mr. Sieving, $4,638,911; and Ms. Caplan, $2,354,964.
88
Mr. Robo Mrs. Kujawa or Messrs. Ketchum or Sieving had terminated employment on December 31, 20162022 due to death or disability, 50%30% of his deferred retirementtheir total executive transition award granted in 20122021 would have vested. The value of the unvested shares vesting solely due to death or disability would have been approximately $2,575,199.$1,554,291. If Mr. Silagy had terminated employment on December 31, 2022 due to death or disability, 31% of his 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 $1,606,123. This amount is based on the closing price of the Company’s common stock on December 30, 201631, 2022 of $119.46.$83.60. All equity award agreements (including the agreements governing deferred retirementthe executive transition awards) include non-solicitation and non-competition provisions (effective during employment and for a two-year period after termination), as well as non-disparagement provisions. The terms of these protective covenants survive the termination of the award agreement and termination of employment.
89
| Year(1) | | | Summary Compensation Table Total for First PEO ($) | | | 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) ($) | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (a) | | | (b) | | | (b) | | | (c) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | ||||||||||||||||||||||||||||||
| 2022 | | | | | 40,406,018 | | | | | | 17,414,329 | | | | | | 34,410,149 | | | | | | 18,918,020 | | | | | | 7,394,893 | | | | | | 7,426,310 | | | | | | 146.74 | | | | | | 118.17 | | | | | | 3,246 | | | | | | 2.90 | | |
| 2021 | | | | | 25,335,936 | | | | | | N/A | | | | | | 55,348,220 | | | | | | N/A | | | | | | 13,316,860 | | | | | | 19,729,777 | | | | | | 160.51 | | | | | | 118.24 | | | | | | 2,827 | | | | | | 2.55 | | |
| 2020 | | | | | 23,720,707 | | | | | | N/A | | | | | | 63,079,713 | | | | | | N/A | | | | | | 6,454,940 | | | | | | 12,715,279 | | | | | | 130.08 | | | | | | 100.49 | | | | | | 2,369 | | | | | | 2.31 | | |
| Year | | | Executive(s) | | | Summary Compensation Table Total ($) | | | 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 ($)(i) | | ||||||||||||||||||||||||||||||
| 2022 | | | First PEO | | | | | 40,406,018 | | | | | | (13,094,677) | | | | | | 18,259,934 | | | | | | (1,507,964) | | | | | | (9,326,246) | | | | | | — | | | | | | (1,000,479) | | | | | | 597,194 | | | | | | 76,368 | | | | | | 34,410,149 | | |
| Second PEO | | | | | 17,414,329 | | | | | | (10,623,931) | | | | | | 15,168,274 | | | | | | (1,053,175) | | | | | | (1,857,707) | | | | | | — | | | | | | (475,209) | | | | | | 292,699 | | | | | | 52,740 | | | | | | 18,918,020 | | | |||
| Other NEOs | | | | | 7,394,893 | | | | | | (4,332,201) | | | | | | 6,010,715 | | | | | | (554,750) | | | | | | (1,002,574) | | | | | | — | | | | | | (305,362) | | | | | | 185,918 | | | | | | 29,670 | | | | | | 7,426,310 | | | |||
| 2021 | | | First PEO | | | | | 25,335,936 | | | | | | (17,391,104) | | | | | | 23,190,233 | | | | | | 14,918,520 | | | | | | 9,630,919 | | | | | | — | | | | | | (1,023,668) | | | | | | 598,193 | | | | | | 89,191 | | | | | | 55,348,220 | | |
| Other NEOs | | | | | 13,316,860 | | | | | | (9,961,104) | | | | | | 12,160,788 | | | | | | 2,529,143 | | | | | | 1,788,740 | | | | | | — | | | | | | (375,214) | | | | | | 238,766 | | | | | | 31,799 | | | | | | 19,729,777 | | | |||
| 2020 | | | First PEO | | | | | 23,720,707 | | | | | | (16,101,809) | | | | | | 22,483,170 | | | | | | 20,062,587 | | | | | | 13,222,028 | | | | | | — | | | | | | (951,970) | | | | | | 554,570 | | | | | | 90,431 | | | | | | 63,079,713 | | |
| Other NEOs | | | | | 6,454,940 | | | | | | (3,495,669) | | | | | | 4,783,802 | | | | | | 3,164,051 | | | | | | 1,901,154 | | | | | | — | | | | | | (316,805) | | | | | | 193,518 | | | | | | 30,289 | | | | | | 12,715,279 | | |
Name (a) | Fees Earned or Paid in Cash(2) ($) (b) | Stock Awards(3) ($) (c) | Option Awards ($) (d) | Non-Equity Incentive Plan Compensation ($) (e) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f) | All Other Compensation(4)(5) ($) (g) | Total ($) (h) | |||||||||||||||||||||
Sherry S. Barrat | $ | 144,953 | $ | 140,704 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 285,657 | ||||||||||||||
Robert M. Beall, II(1) | 60,500 | 140,704 | 0 | 0 | 278 | 0 | 201,482 | |||||||||||||||||||||
James L. Camaren | 116,000 | 140,704 | 0 | 0 | 0 | 0 | 256,704 | |||||||||||||||||||||
Kenneth B. Dunn | 114,000 | 140,704 | 0 | 0 | 0 | 20,000 | 274,704 | |||||||||||||||||||||
Naren K. Gursahaney | 122,000 | 140,704 | 0 | 0 | 0 | 0 | 262,704 | |||||||||||||||||||||
Kirk S. Hachigian | 123,272 | 140,704 | 0 | 0 | 0 | 0 | 263,976 | |||||||||||||||||||||
Toni Jennings | 122,000 | 140,704 | 0 | 0 | 0 | 0 | 262,704 | |||||||||||||||||||||
Amy B. Lane | 114,000 | 140,704 | 0 | 0 | 0 | 0 | 254,704 | |||||||||||||||||||||
Rudy E. Schupp | 119,500 | 140,704 | 0 | 0 | 0 | 0 | 260,204 | |||||||||||||||||||||
John L. Skolds | 135,000 | 140,704 | 0 | 0 | 0 | 0 | 275,704 | |||||||||||||||||||||
William H. Swanson | 144,000 | 140,704 | 0 | 0 | 0 | 10,000 | 294,704 | |||||||||||||||||||||
Hansel E. Tookes, II | 129,000 | 140,704 | 0 | 0 | 0 | 0 | 269,704 |
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| (A) | | | (B) | | | (C) | | | (D) | | | (E) | | | (F) | | | (G) | | | (H) | | |||||||||||||||||||||
| NAME | | | FEES EARNED OR PAID IN CASH(3) ($) | | | STOCK AWARDS(4) ($) | | | OPTION AWARDS ($) | | | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) | | | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($) | | | ALL OTHER COMPENSATION(5) ($) | | | TOTAL ($) | | |||||||||||||||||||||
| Nicole S. Arnaboldi(1) | | | | | 43,500 | | | | | | 41,661 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 85,161 | | |
| Sherry S. Barrat | | | | | 186,000 | | | | | | 185,435 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 371,435 | | |
| James L. Camaren | | | | | 154,000 | | | | | | 185,435 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 339,435 | | |
| Kenneth B. Dunn | | | | | 160,000 | | | | | | 185,435 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 10,000 | | | | | | 355,435 | | |
| Naren K. Gursahaney | | | | | 185,000 | | | | | | 185,435 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 370,435 | | |
| Kirk S. Hachigian | | | | | 172,000 | | | | | | 185,435 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 357,435 | | |
| Amy B. Lane | | | | | 182,000 | | | | | | 185,435 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 367,435 | | |
| David L. Porges | | | | | 158,000 | | | | | | 185,435 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 343,435 | | |
| Rudy E. Schupp | | | | | 176,000 | | | | | | 185,435 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 361,435 | | |
| John L. Skolds | | | | | 177,000 | | | | | | 185,435 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 362,435 | | |
| John A. Stall(1) | | | | | 110,500 | | | | | | 115,554 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 226,054 | | |
| Lynn M. Utter(2) | | | | | 145,000 | | | | | | 180,493 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 325,493 | | |
| Darryl L. Wilson | | | | | 150,000 | | | | | | 185,435 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 5,000 | | | | | | 340,435 | | |
information about director compensation
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date, rounded up to the nearest ten shares. The grant date for the annual retainers paid for 20172023 was February 17, 2017,16, 2023, at which time the non-employee directors of NextEra Energy were each granted 1,1502,450 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 that is approximately equal to the annual common stock retainer awarded to existing non-employee directors, prorated based on the new Director’sdirector’s date of election to the Board. These shares are not transferable until the director meets the Company’s stock ownership guidelines and, under the current non-employee directors stock plan, are subject to forfeiture if the director ceases to be a director within five years of his or her initial election to the Board for any reason other than death, disability or attainment of the Board’s mandatory retirement age. guidelines.
| ANNUAL NON-EMPLOYEE DIRECTOR COMPENSATION (EFFECTIVE 1/1/2023) | | | | ADDITIONAL CASH RETAINERS ($) | | ||||||
| | | | Lead Director | | | | | 40,000 | | | |
| Committee Chairs: | | | | | | | | ||||
| » Audit | | | | | 25,000 | | | ||||
| » Nuclear | | | | | 25,000 | | | ||||
| » Other committees | | | | | 20,000 | | |
stock ownership policy
| | TIME AND DATE | | | | | | PLACE | | | | | | RECORD DATE | | |||
8:00 a.m., Pacific time May 18, 2023 | | | | 888 Tahquitz Canyon Way Palm Springs, California | | | | March 22, 2023 | |
| | REGISTERED SHAREHOLDERS | | | | | | BENEFICIAL OWNERS | | ||
If you hold shares directly in your name as a shareholder of record, or if you are a participant in NextEra Energy’s Employee Retirements Savings Plan: | | | | If your shares are held in “street name”: | | ||||||
» If you received the Notice and you plan to attend the annual meeting, you may request an admission ticket by calling NextEra Energy Shareholder Services at 800-222-4511 » If you received the proxy materials by mail, an admission ticket is attached to your proxy/confidential voting instruction card. If you plan to attend the annual meeting, please submit your proxy but keep the admission ticket and bring it with you to the annual meeting. | | | | » You will need to bring proof you were the beneficial owner of those “street name” shares of NextEra Energy common stock as of the record date, such as a legal proxy or a copy of a bank or brokerage statement, and check in at the registration desk at the annual meeting. | |
| | REGISTERED SHAREHOLDERS | | | | | | BENEFICIAL OWNERS | | ||
» If your shares are registered directly in your name with NextEra Energy’s transfer agent, Computershare, you are considered, with respect to those shares, the “shareholder of record.” » The Notice or, for some shareholders of record, a full set of the proxy materials has been sent directly to you by or on behalf of NextEra Energy. | | | | » If your shares are held in “street name,” you are considered the “beneficial owner” of the shares. » The Notice or, for some beneficial owners, a full set of the proxy materials has been forwarded to you by or on behalf of your broker, who is considered, with respect to those shares, the shareholder of record. | |
| | | ON THE INTERNET | | | You may submit your proxy or voting instructions on the internet 24 hours a day and up until 11:59 p.m., Eastern time, on Wednesday, May 17, 2023 by going to www.proxyvote.com and following the instructions on your screen. Please have your Notice or proxy/confidential voting instruction card available when you access the web page. If you hold your shares in “street name,” your broker, bank, trustee or other nominee may provide additional instructions to you regarding how to submit your proxy or voting instructions on the internet. | | |
| | | BY TELEPHONE | | | You may submit your proxy or voting instructions by telephone by calling the toll-free telephone number (800-690-6903) found on your proxy/confidential voting instruction card or in your internet instructions, 24 hours a day and up until 11:59 p.m., Eastern time, on Wednesday, May 17, 2023 and following the prerecorded instructions. Please have your proxy/confidential voting instruction card or Notice and instructions provided on the internet available when you call. If you hold your shares in “street name,” your broker, bank, trustee or other nominee may provide additional instructions to you regarding how to submit your proxy | | |
| | | BY MAIL | | | If you received the proxy materials by mail, you may submit your proxy by mail by marking the enclosed proxy/confidential voting instruction card, dating, signing and returning it in the postage-paid envelope provided to: NextEra Energy, Inc. Vote Processing c/o Broadridge 51 Mercedes Way Edgewood, NY 11717 Your proxy/confidential voting instruction card must be received no later than Wednesday, May 17, 2023. If you hold your shares in “street name,” your broker, bank, trustee or other nominee may provide additional instructions to you regarding voting your shares by mail. | |
| | | IN PERSON | | | All shareholders may vote in person at the annual meeting. However, if you are a beneficial owner of shares, you must obtain a legal proxy from your broker and present it to the inspector of election with your ballot to be able to vote in person at the annual meeting. See the response to “Who may attend the annual meeting?” for additional information on how to attend the annual meeting. | |
| PROPOSAL | | | BOARD VOTE RECOMMENDATION | | | VOTE REQUIRED | | | EFFECT OF ABSTENTIONS AND BROKER NON-VOTES | | ||||||
| 1. | | | Election of directors | | | | | FOR each nominee | | | Majority of the votes cast | | | No effect | | |
| 2. | | | Ratification of appointment of Deloitte & Touche LLP as NextEra Energy’s independent registered public accounting firm for 2023 | | | | | FOR | | | Majority of the votes cast | | | No broker non-votes No effect of abstentions | | |
| 3. | | | Approval, by non-binding advisory vote to approve NextEra Energy’s compensation of its named executive officers | | | | | FOR | | | Majority of the votes cast | | | No effect | | |
| 4. | | | Non-binding advisory vote on whether NextEra Energy should hold an advisory vote to approve NextEra Energy’s compensation of its NEOs every 1, 2 or 3 years | | | | | 1 YEAR | | | Frequency option receiving the greatest number of votes cast | | | No effect | | |
| 5. | | | Shareholder Proposal | | | | | AGAINST | | | Majority of the votes cast | | | No effect | |
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the proposal or such business.
Exchange Act no later than March 19, 2024.
Regardless of the number of shares you own, it is important that your shares be represented at the annual meeting.
By order of the Board of Directors.
W. Scott Seeley
Vice President, Compliance & Corporate Secretary
March 27, 2017
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| | | | By order of the Board of Directors, W. SCOTT SEELEY Vice President, Compliance & Corporate Secretary Juno Beach, Florida April 5, 2023 | |
2017 NON-EMPLOYEE DIRECTORS STOCK PLAN
As Amended and Restated as
Article I
Purpose
The NextEra Energy, Inc. 2017 Non-Employee Directors Stock Plan, effective as of the Amendment Date, is an amendment and restatement of the FPL Group, Inc. 2007 Non-Employee Directors Stock Plan. The purpose of the Plan is Non-GAAP
to further strengthen the alignment of interests between members of the Board of Directors of NextEra Energy, Inc. who are not employees of the Corporation and the Corporation’s shareholders through the increased ownership by non-employee directors of shares of the Corporation’s common stock.
Article II
Definitions
The following definitions shall apply for the purposes of the Plan, unless a different meaning is plainly indicated by the context:
Section2.1 “Amendment Date” means May 18, 2017, subject to approval of the Plan by the Corporation’s shareholders on such date, the Plan having been approved by the Board on February 17, 2017.
Section2.2 “Beneficiary”means the person designated by an Eligible Director to receive any Shares or other consideration with respect to Shares to be issued to such Eligible Director that become distributable following the Eligible Director’s death.
Section2.3 “Board”means the Board of Directors of the Corporation.
Section 2.4 “Code” means the Internal Revenue Code of 1986, as amended.
Section2.5“Committee”means the Committee described in Section 4.1.
Section2.6“Corporation”means NextEra Energy, Inc., a corporation organized and existing under the laws of the State of Florida, and any successor thereto.
Section2.7“Disability” means a condition of incapacity, mental or physical, for the performance of services which the Committee determines, on the basis of competent medical evidence, is likely to be permanent, to continue for an indefinite period of at least one hundred eighty (180) days, or to result in death.
Section2.8“Dividend Equivalent”means a right, granted to a Recipient under Section 5.4, to receive cash, Shares, or other property equal in value to dividends paid with respect to a specified number of Shares.
Section2.9“Effective Date” means May 25, 2007.
Section2.10“Eligible Director”on any date means a member of the Board who is not a common-law employee of the Corporation.
Section2.11“Exchange Act”means the Securities Exchange Act of 1934, as amended.
Section2.12“Fair Market Value”means, with respect to a Share on a specified date: (a) the final reported sales price on the date in question (or if there is no reported sale on such date, on the last
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preceding date on which any reported sale occurred) as reported in the principal consolidated reporting system with respect to securities listed or admitted to trading on the principal United States securities exchange on which the Shares are listed or admitted to trading, as of the close of the market in New York City and without regard to after-hours trading activity; or (b) if the Shares are not listed or admitted to trading on any such exchange, the closing bid quotation with respect to a Share on such date, as of the close of the market in New York City and without regard to after-hours trading activity, on the National Association of Securities Dealers Automated Quotations System, or, if no such quotation is provided, on another similar system, selected by the Committee, then in use; or (c) if Sections 2.12(a) and (b) are not applicable, the Fair Market Value of a Share as the Committee may determine in good faith.
Section2.13“Grant Instrument”means any written agreement, in such written, electronic, or other form as determined by the Committee, between an Eligible Director and the Corporation evidencing his or her rights under the Plan. In the absence of such a written agreement, written resolutions of the Committee or the members of the Board who are independent directors adopted in accordance with the Plan evidencing the Eligible Director’s rights under the Plan shall be deemed a Grant Instrument.
Section2.14“Non-Employee Director”means a member of the Board who qualifies as a non-employee director for purposes of Rule 16b-3 promulgated under the Exchange Act or the corresponding provisions of any successor rule or regulation.
Section2.15“Plan”means the NextEra Energy, Inc. 2017 Non-Employee Directors Stock Plan, as amended from time to time.
Section2.16“Recipient”means the person to whom Shares or Dividend Equivalents are issued under the Plan.
Section2.17“Retirement” means termination of Service as a member of the Board pursuant to the Corporation’s mandatory retirement policy for non-employee directors as in effect from time to time.
Section 2.18“Service” means, unless the Committee provides otherwise in a Grant Instrument, service in any capacity as a common-law employee, consultant or non-employee director to the Corporation or a parent or subsidiary of the Corporation.
Section2.19“Share” means a share of common stock, par value $.01 per share, of NextEra Energy, Inc. In the event Shares are converted into or exchanged for other securities, or an adjustment is made under Section 6.4 which converts Shares available under the Plan into other securities, references to Shares shall include, as appropriate, references to such other securities.
Article III
Available Shares
Section3.1Shares Available under the Plan.Subject to Article VI, the maximum aggregate number of Shares which may be issued under Sections 5.1, 5.3, and 5.4 of the Plan on and after the Amendment Date shall be 500,000 Shares, including Shares previously granted under the Plan that remain subject to a forfeiture condition on the Amendment Date. Shares issued under the Plan may be either authorized and unissued shares, treasury shares or shares purchased in the open market.
Section3.2Computation of Shares Available.For purposes of Section 3.1, the number of Shares available under the Plan shall be (a) reduced by one (1) Share for each Share issued under Sections 5.1, 5.3, and 5.4, and (b) increased by one (1) Share for each Share forfeited pursuant to the terms of the Plan.
Article IV
Administration
Section4.1Committee.The Plan shall be administered by a committee of two or more individuals appointed by the Board who are Non-Employee Directors. Unless otherwise determined by the Board, the
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Compensation Committee shall act as the Committee hereunder. The members of the Committee shall serve at the discretion of the Board. Those members of the Board who are “independent directors” under the corporate governance standards of the principal national securities exchange on which the Corporation lists its securities may, in their discretion, take any action and exercise any power, privilege or discretion conferred on the Committee under the Plan with the same force and effect under the Plan as if done or exercised by the Committee. No member of the Committee or the independent directors shall participate in any action taken by such body under the Plan if he or she is personally affected thereby, unless all members of the Committee or independent directors, as applicable, are similarly affected.
Section4.2Committee Action.The Committee shall hold such meetings, and may make such administrative rules and regulations for the conduct of its meetings, as it may deem proper. A majority of the members of the Committee shall constitute a quorum, and the action of a majority of the members of the Committee present at a meeting at which a quorum is present, as well as actions taken pursuant to the written consent of a majority of all of the members of the Committee without holding a meeting, shall be deemed to be actions of the Committee. Any person dealing with the Committee shall be fully protected in relying upon any written notice, instruction, direction or other communication signed by the Secretary of the Committee and one member of the Committee, by two members of the Committee or by a representative of the Committee authorized to sign the same in its behalf.
Section4.3Committee Responsibilities.Subject to the terms and conditions of the Plan and such limitations as may be imposed by the Board, the Committee shall be responsible for the overall management and administration of the Plan and shall have plenary authority to carry out its responsibilities, including, without limitation, the authority: (a) to interpret the provisions of the Plan, and to determine all questions that may arise under the Plan; (b) to adopt rules and regulations and to prescribe forms for the operation and administration of the Plan; and (c) to take any other action not inconsistent with the provisions of the Plan that it may deem necessary or appropriate. All decisions, determinations and other actions of the Committee made or taken in accordance with the terms of the Plan shall, in the absence of manifest error, be final and conclusive and binding upon the Corporation and all other parties having an interest therein.
Article V
Full Value Shares
Section5.1Discretionary Grants.The Committee, in its discretion, may make a grant of Shares (or an interest in Shares, however denominated, to be settled in the future by delivery of Shares) to any one or more Eligible Directors as consideration for services rendered or promised to be rendered as a member of the Board or its committees at such times, for such number of Shares and on such other terms and conditions (including but not limited to restrictions on the voting and dividend rights associated with such Shares, service-related vesting, forfeiture provisions, holding period, and transfer restrictions) as the Committee may determine and may specify in a Grant Instrument. Unless the Committee determines otherwise and so specifies in a Grant Instrument, grants under this Section 5.1: (a) shall be in the form of issued and outstanding Shares registered in the name of the Eligible Director; (b) shall be fully vested and nonforfeitable when awarded; and (c) shall carry full voting and dividend rights in favor of the holder of record from the date of grant. Unless an Eligible Director requests otherwise, with the Committee’s consent, or the Committee determines otherwise, grants under this Section 5.1 shall be effected by direct registration of the Shares in a book-entry account on the Corporation’s stock transfer records established for the Eligible Director by the Corporation’s transfer agent. The Committee shall make such arrangements for control of Shares issued under this Section 5.1, or for the imposition of restrictions on certificates, book-entry accounts or other evidence of such Shares, as it deems necessary or appropriate to enforce the transfer restriction and other provisions of this Section 5.1 and any Grant Instrument.
Section5.2Voluntary Conversion of Cash Compensation.A Non-Employee Director may elect, at such time and in such manner as the Committee may prescribe, that all or any portion of his or her
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compensation for Service on the Board and its committees that, after the application of Section 5.1, is payable in cash be converted into and distributed to the Eligible Director in Shares of equivalent Fair Market Value. Notwithstanding the preceding, fractional Shares will not be payable under this Section 5.2 and any cash relating to a conversion that would result in a fractional Share shall instead be paid to the Eligible Director. The Committee shall determine the dates and frequency of such conversion and distribution. Shares distributed under this Section 5.2 shall be fully vested and nonforfeitable. Unless an Eligible Director requests otherwise, with the Committee’s consent, or the Committee determines otherwise, Share payments under this Section 5.2 shall be effected by direct registration of the Shares in a book-entry account on the Corporation’s stock transfer records established for the Eligible Director by the Corporation’s transfer agent.
Section5.3Awards to New Directors.The Committee, in its discretion, may make a one-time grant of Shares (or an interest in Shares, however denominated, to be settled in the future by delivery of Shares) to an Eligible Director after his or her first election or appointment to the Board for such number of Shares and on such other terms and conditions (including but not limited to restrictions on the voting and dividend rights associated with such Shares, service-related vesting, forfeiture provisions, holding period, and transfer restrictions) as the Committee may determine and may specify in a Grant Instrument. Unless the Committee determines otherwise and so specifies in a Grant Instrument, grants under this Section 5.3: (a) shall be in the form of issued and outstanding Shares registered in the name of the Eligible Director; (b) shall be fully vested and nonforfeitable when awarded; and (c) shall carry full voting and dividend rights in favor of the holder of record from the date of grant. Any such award shall be made within six (6) months after such Eligible Director is first elected or appointed to the Board. The Committee shall determine the number of Shares included in such award. Unless an Eligible Director requests otherwise, with the Committee’s consent, or the Committee determines otherwise, grants under this Section 5.3 shall be effected by direct registration of the Shares in a book-entry account on the Corporation’s stock transfer records established for the Eligible Director by the Corporation’s transfer agent. The Committee shall make such arrangements for control of Shares issued under this Section 5.3, or for the imposition of restrictions on certificates, book-entry accounts or other evidence of such Shares, as it deems necessary or appropriate to enforce the transfer restriction and other provisions of this Section 5.3 and any Grant Instrument.
Section5.4Dividend Equivalents.The Committee is authorized to grant Dividend Equivalents to Eligible Directors. The Committee may provide that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Shares or awards, or otherwise reinvested.
Section5.5Deferral.Compensation payable under the Plan shall be eligible for deferral for federal (and, to the extent applicable, state and local) income tax purposes if and to the extent provided under a separate written deferred compensation plan of the Corporation that complies with the requirements of Section 409A of the Code and the regulations promulgated thereunder. The provisions of such deferred compensation plan shall determine, among other things, the dates as of which Shares issuable under the Plan shall be issued and/or transferred to the Eligible Director, and the dates as of which dividend, voting and other rights associated with such Shares shall attach, but in no event shall such dates be earlier than the corresponding dates that would apply under the Plan in the absence of a deferral election.
Section5.6Holding Period for Shares.Shares acquired by an Eligible Director pursuant to a grant made to such Eligible Director under Section 5.1 or 5.3 may not be sold or transferred by the Eligible Director so long as he or she remains a member of the Board;provided, however, that an Eligible Director may sell or transfer Shares in excess of the Shares required to be held according to the Corporation’s written stock ownership guidelines for Eligible Directors as specified from time to time in the Corporate Governance Principles and Guidelines.
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Article VI
Term, Amendment, Termination and Adjustments
Section6.1Term.The Plan originally became effective as of the Effective Date. The Plan, as amended and restated, shall become effective as of the Amendment Date.
Section 6.2Termination.The Board may suspend or terminate the Plan in whole or in part at any time prior to the tenth anniversary of the Amendment Date by giving written notice of such suspension or termination to the Committee. Unless sooner terminated, the Plan shall terminate automatically on the day preceding the tenth anniversary of the Amendment Date. In the event of any suspension or termination of the Plan, all awards theretofore granted under the Plan that are outstanding on the date of such suspension or termination shall remain outstanding for the period and on the terms and conditions set forth in any Grant Instruments evidencing such awards.
Section6.3Amendment.The Board may amend the Plan in whole or in part at any time; provided, however,that, the effectiveness of any such amendment to the Plan shall be contingent on approval of such amendment by the Corporation’s shareholders to the extent provided by the Board or required to comply with applicable laws or the rules or regulations established by any national securities exchange on which the Corporation lists or seeks to list Shares or other securities.
Section6.4Adjustments in the Event of Business Reorganization.In the event any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or exchange of Shares for other securities, stock dividend or other special and nonrecurring dividend or distribution (whether in the form of cash, securities or other property), liquidation, dissolution, or other similar corporate transaction or event, affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Recipients under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (a) the number and kind of securities deemed to be available thereafter for issuances of Shares in the aggregate to all Eligible Directors and individually to any one Eligible Director and (b) the number and kind of securities that may be delivered or deliverable in respect of undistributed Shares. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, grants of Shares (including, without limitation, cancellation of awards in exchange for the in-the-money value, if any, of the vested portion thereof, or substitution of Shares using stock of a successor or other entity) in recognition of unusual or nonrecurring events (including, without limitation, events described in the preceding sentence) affecting the Corporation or any parent or subsidiary or the financial statements of the Corporation or any parent or subsidiary, or in response to changes in applicable laws, regulations, or accounting principles.
Article VII
Miscellaneous
Section7.1Status as an Employee Benefit Plan.The Plan is not intended to satisfy the requirements for qualification under Section 401(a) of the Code or to satisfy the definitional requirements for an “employee benefit plan” under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended. The Plan is intended to be exempt from the regulatory requirements of the Employee Retirement Income Security Act of 1974, as amended, and shall be construed and administered so as to effectuate this intent.
Section7.2No Right to Continued Service.Neither the establishment of the Plan nor any provisions of the Plan nor any action of the Board or the Committee with respect to the Plan shall be held or construed to confer upon any Eligible Director any right to a continuation of his or her position with the Corporation as a director or otherwise. The Corporation reserves the right to remove any participating member of the Board or terminate his or her Service in other capacities or change the terms and conditions of any such Service to the same extent it could do so if the Plan had not been adopted.
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Section7.3Construction of Language.Whenever appropriate in the Plan, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to an Article or Section number shall refer to an Article or Section of the Plan unless otherwise indicated. The headings of Articles and Sections are included solely for convenience of reference. If there is any conflict between such headings and the text of the Plan, the text shall control.
Section7.4Governing Law.The Plan shall be construed, administered and enforced according to the laws of the State of Florida without giving effect to the conflict of laws principles thereof. The federal and state courts located in Palm Beach County, Florida shall have exclusive jurisdiction over any claim, action, complaint or lawsuit brought under the terms of the Plan. By accepting any Shares granted under the Plan, each Eligible Director, and any other person claiming any rights under the Plan, agrees to submit himself, and any such legal action as he or she shall bring under the Plan, to the sole jurisdiction of such courts for the adjudication and resolution of any such disputes.
Section7.5Non-Alienation of Benefits.Except as expressly provided in the Plan, the right to receive a benefit under the Plan shall not be subject in any manner to anticipation, alienation or assignment, nor shall such right be liable for or subject to debts, contracts, liabilities, engagements or torts.
Section7.6Notices.Any communication required or permitted to be given under the Plan, including any notice, direction, designation, comment, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below, or at such other address as one such party may by written notice specify to the other party: (a) if to the Committee: NextEra Energy, Inc., 700 Universe Boulevard, Juno Beach, FL 33408, Attention: Corporate Secretary; and (b) if to a Recipient or Beneficiary to the Recipient’s or Beneficiary’s address as shown in the Corporation’s records.
Section7.7Approval of Shareholders.The Plan shall be subject to approval by the Corporation’s shareholders. Any Shares granted prior to the date such approval is obtained shall be granted contingent on such approval and shall be void ab initio in the event such approval is not obtained.
Section7.8Designation of Beneficiary.An Eligible Director who has received an award may designate a Beneficiary to receive any payments or unvested Shares that become payable or vested on the date of his or her death. Such designation (and any change or revocation of such designation) shall be made in writing in the form and manner prescribed by the Committee. In the event that the Beneficiary designated by an Eligible Director dies prior to the Eligible Director, or in the event that no Beneficiary has been designated, any payments or vested Shares that become available for distribution on the Eligible Director’s death shall be paid to the executor or administrator of the Eligible Director’s estate, or if no such executor or administrator is appointed within such time as the Committee, in its sole discretion, shall deem reasonable, to such one or more of the spouse and descendants and blood relatives of such deceased person as the Committee may select.
Section7.9Conditions to the Issuance of Shares.The Corporation’s obligation to deliver Shares shall, if the Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the Eligible Director or Beneficiary to whom such Shares are to be delivered, in such form as the Committee shall determine to be necessary or advisable to comply with the provisions of applicable federal, state or local law. It may be provided that any such representation shall become inoperative upon a registration of the Shares or upon the occurrence of any other event eliminating the necessity of such representation. The Corporation shall not be required to deliver any Shares under the Plan prior to (a) the admission of such Shares to listing on any stock exchange on which Shares may then be listed, or (b) the completion of such registration or other qualification under any state or federal law, rule or regulation as the Committee shall determine to be necessary or advisable.
Section7.10Effect of Future Services.To the extent Shares are issued or issuable to an Eligible Director hereunder in consideration for the performance of future services, the Eligible Director’s
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performance of services for the Corporation after knowing such Shares have been issued, or after having a legally binding right to the issuance of Shares in the future, shall be deemed acceptance of such Shares or the future right to such Shares, as applicable.
Section7.11Compliance with Section 409A of the Code.To the extent that the Plan and/or Shares granted under the Plan are construed to be non-qualified deferred compensation plans described in Section 409A of the Code, the Plan and any Grant Instruments shall be operated, administered and construed so as to comply with the requirements of Section 409A. The Plan and any Grant Instruments shall be subject to amendment, with or without advance notice to Recipients and other interested parties, and on a prospective or retroactive basis, including, but not limited to, amendment in a manner that adversely affects the rights of Recipients and other interested parties, to the extent necessary to effect compliance with Section 409A of the Code.
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RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL MEASURES
Financial Measures
Reconciliation
| | | | FISCAL YEAR ENDED DECEMBER 31, | | |||||||||
| | | | 2021 | | | 2022 | | ||||||
| | | | ($ IN MILLIONS) | | |||||||||
| Net Income | | | | $ | 2,827 | | | | | $ | 3,246 | | |
| Net Loss Attributable to Noncontrolling Interests | | | | | 746 | | | | | | 901 | | |
| Net Income Attributable to NextEra Energy | | | | | 3,573 | | | | | | 4,147 | | |
| Adjustments: | | | | | | | | | | | | | |
| Net losses associated with non-qualifying hedges | | | | | 2,042 | | | | | | 890 | | |
| Change in unrealized losses (gains) on equity securities held in NextEra Energy Resources’ nuclear decommissioning funds and OTTI-net | | | | | (276) | | | | | | 453 | | |
| Differential membership interests-related | | | | | 130 | | | | | | 116 | | |
| NEP investment gains-net | | | | | (42) | | | | | | (243) | | |
| Impairment charge related to investment in Mountain Valley Pipeline | | | | | — | | | | | | 867 | | |
| Less related income tax benefit | | | | | (406) | | | | | | (488) | | |
| Adjusted Earnings | | | | $ | 5,021 | | | | | $ | 5,742 | | |
| | | | FISCAL YEAR ENDED DECEMBER 31, | | |||||||||
| | | | 2021 | | | 2022 | | ||||||
| Earnings Per Share Attributable to NextEra Energy (assuming dilution) | | | | $ | 1.81 | | | | | $ | 2.10 | | |
| Adjustments: | | | | | | | | | | | | | |
| Net losses associated with non-qualifying hedges | | | | | 1.04 | | | | | | 0.45 | | |
| Change in unrealized losses (gains) on equity securities held in NextEra Energy Resources’ nuclear decommissioning funds and OTTI-net | | | | | (0.14) | | | | | | 0.23 | | |
| Differential membership interests-related | | | | | 0.07 | | | | | | 0.06 | | |
| NEP investment gains-net | | | | | (0.02) | | | | | | (0.12) | | |
| Impairment charge related to investment in Mountain Valley Pipeline | | | | | — | | | | | | 0.44 | | |
| Less related income tax benefit | | | | | (0.21) | | | | | | (0.26) | | |
| Adjusted Earnings Per Share (assuming dilution) | | | | $ | 2.55 | | | | | $ | 2.90 | | |
| | | | NextEra Energy, Inc.| 700 Universe Boulevard, Juno Beach, Florida 33408 For more information: NextEraEnergy.com|FPL.com|NextEraEnergyResources.com | | | |
2016 | 2015 | |||||||
(millions) | ||||||||
Net Income Attributable to NextEra Energy, Inc. | $ | 2,912 | $ | 2,752 | ||||
Adjustments—pretax: | ||||||||
Net unrealized mark-to-market losses (gains) associated with non-qualifying hedges | 108 | (290 | ) | |||||
Other than temporary impairment losses—net | 5 | 21 | ||||||
Resolution of contingencies related to a previous asset sale | (9 | ) | — | |||||
Gains on sale of natural gas generation facilities | (445 | ) | — | |||||
Operating loss (income) of Spain solar projects | 12 | (5 | ) | |||||
Merger-related expenses | 135 | 26 | ||||||
Less related income tax expense | 166 | 95 | ||||||
Adjusted Earnings | $ | 2,884 | $ | 2,599 |
Reconciliationshould hold a non-binding shareholder advisory vote to approve NextEra Energy’s compensation of Adjusted Earnings Per Share to Earnings Per Share Attributable to NextEra Energy, Inc. (assuming dilution)
2016 | 2015 | |||||||
Earnings Per Share Attributable to NextEra Energy, Inc. (assuming dilution) | $ | 6.25 | $ | 6.06 | ||||
Adjustments—pretax: | ||||||||
Net unrealized mark-to-market losses (gains) associated with non-qualifying hedges | 0.23 | (0.64 | ) | |||||
Other than temporary impairment losses—net | — | 0.05 | ||||||
Resolution of contingencies related to a previous asset sale | (0.02 | ) | — | |||||
Gains on sale of natural gas generation facilities | (0.95 | ) | — | |||||
Operating loss (income) of Spain solar projects | 0.03 | (0.01 | ) | |||||
Merger-related expenses | 0.29 | 0.06 | ||||||
Less related income tax expense | 0.36 | 0.19 | ||||||
Adjusted Earnings Per Share (assuming dilution) | $ | 6.19 | $ | 5.71 |
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From North:
Start out going south on I-380/IA-27. Take Exit 13 toward the Eastern Iowa Airport/Ely. Turn left onto County Hwy E70/Wright Brothers Boulevard SW. Turn left onto Kirkwood Boulevard SW. Turn right onto 76th Avenue Drive SW.its named executive officers every 1, 2 or 3 years 5. A proposal entitled “Board Skills Disclosure” requesting a chart of individual board skills The main entrance to The Hotel at Kirkwood Centershares represented by this proxy/confidential voting instruction card when properly executed will be onvoted in the right.
From South:
Start out going north on I-380 N/US-218 N/IA-27 N. Take Exit 13 towardmanner directed herein by the Eastern Iowa Airport/Ely. Turn right onto County Hwy E70/Wright Brothers Boulevard SW. Turn left onto Kirkwood Boulevard SW. Turn right onto 76th Avenue Drive SW. The main entrance to The Hotel at Kirkwood Centerundersigned. If no direction is made, this proxy/confidential voting instruction card will be voted FOR all nominees listed in proposal 1, FOR proposals 2 and 3, “1 YEAR” on proposal 4 and AGAINST proposal 5. If any other matters properly come before the right.
From East:
Start out going west on US-30W. Take exit 254meeting or any adjournment(s) or postponement(s) thereof, the persons named in this proxy/the trustee will vote in their/its discretion. The proxies are also authorized to vote in their discretion upon such other business as may properly be brought before the meeting or any adjournment(s) or postponement(s) thereof. Please sign your name exactly as it appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please add your title as such. When signing as joint tenants, all parties in the joint tenancy must sign. If a signer is a corporation, please sign in full corporate name by duly authorized officer. 1. Election as Directors of the nominees specified in the proxy statement Nominees: THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL THE NOMINEES LISTED: For Against Abstain For Against Abstain ! 1 Year 2 Years 3 Years Abstain ! ! ! ! ! ! VOTE BY INTERNET — www.proxyvote.com/NEE or scan the QR Barcode above Use the Internet to transmit your voting instructions and for C Street SW toward Ely/County Road. Turn right and continue on C Street Rd SW. Turn right onto 76th Avenue Drive SW. Continue approximately 1 mile and the main entrance to The Hotel at Kirkwood Center will be on the left.
From West:
Start out going east on UW-30E. Take exit 253 for Kirkwood Boulevard/Bowling Street. Turn left onto Kirkwood Boulevard SW. Turn left onto 76th Avenue Drive SW. The main entrance to The Hotel at Kirkwood Center will be on the right.
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V.1.1
Annual Meeting Admission Ticket
Admission: This ticket, along with a form of picture
identification, admits the named shareholder(s).
Security: For the safety of attendees, all boxes,
handbags and briefcases are subject to inspection.
NextEra Energy, Inc.’s 2017 Annual Meeting of Shareholders will be
held at 8:00 a.m. Central time on May 18, 2017,17, 2023 for shares held directly and by 11:59 p.m. Eastern time on May 15, 2023 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE — 800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern time on May 17, 2023 for shares held directly and by 11:59 p.m. Eastern time on May 15, 2023 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy/confidential voting instruction card and return it in the Ballroom at the Hotel at Kirkwood Center
at 7725 Kirkwood Boulevard SW, Cedar Rapids, Iowa.
If you planpostage-paid envelope we have provided or return it to attend the Annual Meeting of Shareholders, please
bring this Admission Ticket. If you require special assistance, call
NextEra Energy Shareholder Services at800-222-4511.
Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTE w
2023: The proxy statement and annual report to security holders are available atwww.proxyvote.com/NEE
E22999-P91440
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V.1.1