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AT XCEL ENERGY
WE’RE NOT WAITING FOR THE FUTURE.
WE’RE BUSY
BUILDING IT. |
NOTICE OF 2023 ANNUAL
MEETING OF SHAREHOLDERS
|
![]()
414 Nicollet Mall
Minneapolis, MN 55401
|
Meeting Information | Voting Information | |||||||
![]() |
Time and Date
11:00 a.m. Central Time
May 24, 2023
|
•
Please act as soon as possible to vote your shares, even if you plan to attend the annual meeting.
•
Your broker will NOT be able to vote your shares on the election of directors or the advisory votes regarding executive compensation unless you have given your broker specific instructions to do so. We strongly encourage you to vote.
•
You may vote via the internet, by telephone or, if you have received a printed version of the proxy materials, by mail.
•
If you wish to vote your shares during the virtual meeting, you need the control number included on your proxy card or your Notice of Internet Availability of Proxy Materials. We recommend you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting begins.
•
The virtual meeting platform provides shareholders with rights comparable to an in-person meeting, including the ability to ask questions. Please refer to "How Can I Vote My Shares?" and "How do I Attend and Vote at the Annual Meeting?" on pages 64 to 66 of the proxy statement.
|
||||||
![]() |
How to Attend
Via the internet at
www.virtualshareholdermeeting.com/XEL2023
. There will be no physical meeting location.
|
|||||||
![]() |
Record Date
Holders of record of our common stock as of March 27, 2023 are entitled to receive notice of and vote at the meeting.
|
|||||||
![]() |
Mailing Date
These proxy materials and our 2022 Annual Report are being mailed or made available to our shareholders on April 11, 2023.
|
Annual Meeting Agenda
|
||||||||
Proposals
1.
Election of 12 director nominees named in the proxy statement
2.
Approval of our executive compensation in an advisory vote (say on pay vote)
3.
Approval of the frequency of say on pay votes
4.
Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2023
5.
Transaction of other business that may properly come before the meeting
|
![]() |
Your vote is important.
|
||||||
Please vote on the proposals as described in the proxy statement. | ||||||||
You are receiving these proxy materials in connection with the solicitation by the Board of Directors ("Board") of Xcel Energy Inc. (referred to in the proxy statement as "Xcel Energy," the "Company," "we," "us" and "our") of proxies to be voted at Xcel Energy’s 2023 Annual Meeting of Shareholders.
|
By Order of the Board of Directors,
![]()
Amy Schneider
Vice President, Corporate Secretary
April 11, 2023
|
|||||||
Thank you for investing in Xcel Energy. | ||||||||
Important Notice
Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 24, 2023:
Our 2023 Proxy Statement and Annual Report are available free of charge at
www.proxyvote.com
.
|
||
LETTER
FROM
THE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
|
||||||||
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||||||||
April 11, 2023
Dear Fellow Shareholders:
During one of the most dynamic times in recent decades, the value of Xcel Energy to our customers, our communities, and our shareholders has never been more apparent. Despite rising inflation, global commodity challenges, supply chain shortages and damaging climate events, Xcel Energy continues its record of providing safe and reliable energy to power our communities — while charting a course for a more sustainable energy future. It's an honor to serve this company and its 12,000 person workforce as we continue to deliver for our customers and shareholders.
Making the clean energy future a reality
True to our commitment to lead, we expanded our 2050 vision for clean energy and became the first U.S. energy company to include a net-zero carbon emission footprint for all the energy our customers use in our service territory: electricity, natural gas and transportation. This year we achieved important milestones in the journey to make that vision a reality with exciting new opportunities for partnerships and investment:
•
Regulators approved our clean energy plans in Minnesota and Colorado, paving the way for nearly 10 gigawatts of additional renewables and the construction of significant new transmission to support our clean energy strategy.
•
We received final approvals to move forward with the Sherco Solar project which, when complete, will convert a coal generation facility into one of the largest solar generation facilities in the country.
•
We launched our new Clean Fuels initiative to drive the innovations that will deliver net-zero carbon fuel sources to homes, transportation and generating facilities. This includes new demonstration projects to generate hydrogen commercially with carbon-free electricity.
•
We moved forward with a multi-jurisdictional package of electric vehicle ("EV") programs that addresses all of our major customer segments and represents our largest proposed investment in EV programs, along with successes in obtaining regulatory commission approval for Xcel Energy-owned high speed public charging program applications in Minnesota, New Mexico and Colorado.
•
We led the way in unlocking the full potential of the country’s abundant renewable energy, securing approvals for major new transmission projects in both Colorado and the Upper Midwest.
|
Delivering for our customers and communities
2022 saw customers across the country struggling with dual pressures of lingering pandemic-related financial challenges and the global spike in natural gas commodity prices pushing energy bills higher across the country. Our commitment to our customers and keeping bills low remains as strong as ever, which is why Xcel Energy expanded new financial support programs and a significant direct outreach campaign to connect customers with the greatest need to public energy assistance.
|
||||||||
As a result, nearly 200,000 of our customers accessed more than $200 million in financial aid to mitigate the impacts of global commodity challenges. I am extremely proud of this continued focus on the vitality and financial stability of our customers and communities.
I am also pleased with our continued progress toward equity and inclusion in our company and communities. The company’s executive leadership became more diverse over the course of 2022, we again exceeded our targets on diversity, equity and inclusion, and we expanded our community partnerships to ensure the prosperity and opportunity of the clean energy transition is shared by everyone in the communities we serve.
As a result of our commitment to our customers, communities and employees, Xcel Energy was again recognized as one of Fortune Magazine's World’s Most Admired Companies and Ethisphere’s World’s Most Ethical Companies, along with several recognitions for best places to work for veterans, for disability inclusion and LGBTQ+ equality.
|
||||||||
"The future of clean energy is bright, and Xcel Energy continues to lead the way with the strategy and execution to maximize the opportunities for customers and shareholders."
|
||||||||
Looking ahead to an exciting 2023
We look forward to sharing more with you about our success this year and the positive outlook for 2023 in this year’s annual meeting. The meeting will be held via live webcast. Similar to last year, you may attend the meeting online, submit questions and vote your shares electronically during the meeting by visiting www.virtualshareholdermeeting.com/XEL2023. Please review the information in the proxy statement for instructions on how to access and participate in the virtual meeting.
As always, we encourage you to vote your shares prior to the annual meeting. Details on how and when to vote and other important information are included in the proxy statement. Thank you for your continued confidence in us.
Sincerely,
![]()
Robert C. Frenzel
Chairman, President and Chief Executive Officer
|
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||||||||||
3.8M
ELECTRIC
CUSTOMERS
|
2.1M
NATURAL GAS
CUSTOMERS
|
~12,000
XCEL ENERGY
JOBS
|
$48.3B
2022
CAPITAL ASSETS
|
53%
CARBON-FREE
ELECTRICITY
|
LETTER
FROM
THE LEAD
INDEPENDENT
DIRECTOR
|
![]() |
TABLE OF CONTENTS |
Board
Practices
|
||||||||||||||
Sustainability
and ESG Oversight
|
||||||||||||||
Executive Compensation
(Say on Pay Vote)
|
||||||||||||||
Say on Pay Votes | ||||||||||||||
Regulation S-K Item 402(v) Disclosure | ||||||||
Independent
A
uditors
|
||||||||
Audit and Non-Audit Services Pre-Approval Policy | ||||||||
A-
1
|
||||||||
Forward-Looking Statements |
Xcel Energy’s website address is xcelenergy.com.
The information on Xcel Energy’s website is not a part of, or incorporated by reference into, this proxy statement.
|
|||||
PROXY SUMMARY |
![]() |
Proposals | ||||
Board Vote
Recommendation
|
Page Reference
(for more detail)
|
||||||||||||||||
1 |
Election of Directors
Candidates provide the needed experience and expertise to govern the Company and ensure strong independent oversight.
|
FOR
each nominee
|
Page 21
|
||||||||||||||
2 |
Advisory Vote on Executive Compensation (Say on Pay Vote)
Our executive compensation program is market based, performance driven and aligned with shareholder interests.
|
FOR |
Page 31
|
||||||||||||||
3 |
Advisory Vote on Frequency of Say on Pay Votes
Allows shareholders to provide timely, direct input on executive compensation each year.
|
1 YEAR |
Page 31
|
||||||||||||||
4 |
Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2023
All independence standards have been met and sound practices are employed to ensure strong, independent financial governance.
|
FOR
|
Page 58
|
||||||||||||||
![]() |
How to Vote
If you held shares of Xcel Energy common stock as of the record date (March 27, 2023), you are entitled to vote at the annual meeting.
|
||||
![]() |
By Internet |
Go to the website at
www.proxyvote.com
, 24 hours a day, seven days a week. You will need the control number that appears on your proxy card or on your Notice of Internet Availability of Proxy Materials.
|
||||||
![]() |
By Telephone | Call 1-800-690-6903, 24 hours a day, seven days a week. You will need the control number that appears on your proxy card. | ||||||
![]() |
By Mail | If you received a full paper set of materials, date and sign your proxy card exactly as your name appears on your proxy card and mail it in the postage-paid envelope provided. If you received a Notice of Internet Availability of Proxy Materials, you may request a proxy card by following the instructions in your Notice. You do not need to mail the proxy card if you are voting by internet or telephone. | ||||||
![]() |
During the Meeting |
Go to
www.virtualshareholdermeeting.com/XEL2023
. You will need the control number that appears on your proxy card or on your Notice of Internet Availability of Proxy Materials.
|
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
1
|
![]() |
About Xcel Energy
We are an industry leader in responsibly reducing carbon emissions, delivering cost-effective renewable energy and providing innovative customer solutions.
|
||||
![]() |
![]() |
![]() |
![]() |
||||||||
CONNECTED | COMMITTED | SAFE | TRUSTWORTHY |
LEAD THE CLEAN
ENERGY TRANSITION |
ENHANCE THE
CUSTOMER EXPERIENCE |
KEEP BILLS LOW | ||||||
2
|
![]() |
Corporate Governance
Our strong financial and operational performance is grounded in a foundation of sound corporate governance and oversight.
|
||||
Governance Best Practices | Shareholder Rights | ||||
•
Regular executive sessions
•
Board and management succession plans
•
Term limits and mandatory retirement age for directors
•
Overboarding policy
•
Routine engagement with outside experts
•
Annual committee assignments
|
•
Annual election of directors by majority vote
•
Annual advisory vote on executive compensation
•
Proxy access adopted
•
No supermajority voting provisions
•
Each share is entitled to one vote
|
Strategy and Direction | Performance Monitoring | ||||
•
Annual strategy session and regular strategic updates
•
Annual enterprise and compliance risk assessments
•
Annual charter reviews and updates
•
Clear committee oversight of and executive accountability for ESG issues
|
•
Focus on execution and results
•
Board and committee evaluations
•
Scorecard governance with metrics aligned to ESG issues
•
Long-term incentive tied to carbon reduction metrics since 2005, with DEI metrics incorporated into annual performance incentives starting in 2021
|
Key Focus Areas | ||||||||
•
Safety
•
Diversity, equity and inclusion ("DEI")
•
Human capital management
|
•
Risk management
•
Physical and cybersecurity
•
Operational excellence and resiliency
|
•
Clean energy and climate leadership
•
Advanced energy technologies
•
Customer experience and affordability
|
||||||
33%
female
|
17%
ethnically and racially diverse
|
92%
independent
|
6 years
average tenure
|
97%
average attendance at Board and committee meetings
|
Board Composition
We believe that having a Board of Directors with a range of perspectives and experience is necessary for providing sound governance. Our Board was refreshed in 2022, with two directors rolling off due to our retirement age policy and one new director joining the Board. Following these changes, female representation on our Board is now over 30%. We also strengthened Board expertise to support the Company's increased focus on human capital management and DEI.
|
||
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
3
|
![]() |
Environmental Leadership
We were the first major U.S. energy provider with a vision for delivering 100% carbon-free electricity by 2050 and the first to set greenhouse gas reduction goals for electricity, natural gas use in buildings and transportation.
|
||||
![]() |
Reach Net Zero Responsibly | ||||
Achieve climate goals without compromising reliability or affordability
|
|||||
Clean Energy Leadership
•
Coal free by year-end 2030 under proposal to early retire the Tolk Plant in Texas
•
Approved plans add nearly 10,000 megawatts ("MW") of renewables over the next decade
•
11,000 MW existing wind power, including 4,500 MW owned wind that saved customers $3 billion since 2017 due to earned tax credits and avoided fuel costs
•
EV offerings available to customers in four states, with advisory services and 13 types of programs
•
Hydrogen and other technology demonstrations underway, along with industry collaborations for advancing carbon-free technologies
|
|||||
GOALS | |||||||||||
NET-ZERO ENERGY PROVIDER BY 2050 | |||||||||||
![]() |
80% lower
emissions by 2030 |
100%
carbon-free by 2050 |
|||||||||
![]() |
25% lower
emissions by 2030 |
Net zero
by 2050 |
|||||||||
![]() |
1 in 5
vehicles are EVs by 2030 |
Zero-carbon fuel
by 2050 |
|||||||||
![]() |
70% less
water consumption by 2030 |
||||||||||
Electricity and water goals compared to 2005 levels; based on owned and purchased electricity provided to customers.
Natural gas goals compared to 2020 levels; spans supply, distribution and end use.
EVs within Xcel Energy service area; zero-carbon fuel accessible to customers within 1 mile of their homes.
|
|||||||||||
Carbon goals align with science-based scenarios likely to limit warming to 1.5 degrees Celsius as validated by a lead author for the Intergovernmental Panel on Climate Change
|
![]() |
Sulfur Dioxide | Nitrogen Oxides | Mercury | Coal Ash | Water Consumption | ||||||||||
![]() |
![]() |
![]() |
![]() |
![]() |
||||||||||
79% | 82% | 91% | 55% | 39% |
4
|
![]() |
Social and Governance Leadership
Through sound policies, practices and initiatives, we operate with integrity and provide customers and communities with valued energy service and partnership.
|
||||
![]() |
Value People | |||||||
Cultivate a diverse, best-in-class workforce and
champion safety, inclusion and equity for everyone
|
||||||||
Direct reports to the CEO are 33% female and 22% diverse, and ethnically diverse senior leaders (vice presidents and above) have increased ~11% in the last three years
|
99% of hiring conducted by diverse interview panels
55% of executive sponsorship participants assumed new roles to further their development
|
|||||||
>15,000 employees and contractors trained on critical risk management and hazard identification under our Safety Always approach
|
$548 million spent with diverse suppliers on goods and services, representing ~11% of spending
|
GOALS | |||||
![]() |
Workforce
reflects our communities |
||||
![]() |
Social impacts
of coal closures mitigated |
||||
![]() |
≤ rate of inflation
customer bill increases |
||||
![]() |
Local communities
supported |
||||
![]() |
10% of spend
with diverse suppliers |
||||
![]() |
Strengthen Communities | ||||
Deliver exceptional service and partnership to help the places we serve thrive
|
40
economic development projects initiated, estimated to produce
$1.8 billion
in capital investment and
~2,900
jobs
8
coal plants retired since 2007 with
zero
layoffs
$13.4 million
contributed to local nonprofits by
the Xcel Energy Foundation, company and employees
Employees volunteered
>74,000
hours and served on
~520
nonprofit boards
|
~866,000
smart meters installed with plans for
>1 million
in 2023, providing customers with more control and improved reliability
Distributed
$216 million
in energy assistance, supporting
~193,000
customers in need and setting a company record
|
||||
![]() |
![]() |
Operate with Integrity | ||||
Live our values, govern with discipline and respect human rights |
100% of employees are required to complete annual Code of Conduct training
|
Political contribution policy since 2007, with five years of reporting
|
Position statements on human rights, environmental justice and the responsible transition from coal
|
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
5
|
![]() |
Financial Results
A sound strategy and disciplined execution allow us to consistently deliver positive results for shareholders, customers and policymakers alike.
|
||||
From
2021 to 2022 |
2005 to 2022 CAGR
(1)
|
Deliver long-term annual EPS growth of 5-7%
•
Met or exceeded ongoing EPS guidance for 18 consecutive years
•
Increased dividend for 19 consecutive years
|
||||||||||||
Ongoing EPS Growth
(2)
|
7.1% | 6.1% | ||||||||||||
Dividend Growth | 6.6% | 4.9% | ||||||||||||
Stock Price Increase
(3)
|
3.6% | 8.2% | ||||||||||||
Capital Forecast 2023-2027 | |||||||||||
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||||||||||
![]() |
6
|
![]() |
Results-Driven Compensation
Our compensation programs are performance based, market competitive and aligned with our strategic priorities, linking incentive opportunities to the performance expected of us by our shareholders and customers.
|
||||
Majority of compensation for executive officers is variable and at risk
|
Motivates achievement of ESG, financial and operational goals, set at levels that are challenging yet achievable
|
Chairman, President and CEO | ||
![]() |
All Other NEOs (average) | ||
![]() |
Competitive target pay opportunities, program design and challenging performance goals set annually
|
Set in consideration of our industry
peer group
|
Enables us to attract, motivate and retain talented leaders |
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
7
|
CORPORATE GOVERNANCE |
Serving shareholders well is a key priority for our Board. We believe that the most effective oversight comes from:
•
Strong and effective practices in corporate governance and ethical business conduct, as these practices create the business culture that drives successful performance.
•
Directors who bring a diverse range of experiences and perspectives contributing to the collective skills, qualifications and attributes needed to provide sound governance.
•
An engaged Board that works well as a whole, with members bringing their experience to the table and conversing freely with each other and management to create an environment of well-functioning oversight.
Xcel Energy has the practices, the Board, and the management team to deliver consistent and strong results for shareholders.
We regularly monitor issues and trends in corporate governance and employ practices that best serve our shareholders. Current practices include:
•
Leadership and organization most appropriate to our business.
Ours is a rapidly changing business that benefits from industry experience and expertise coupled with strong independent oversight. Through the roles of the Chairman and CEO, Lead Independent Director and committees of independent directors, we are best positioned to continue delivering strong results. We annually review this structure to ensure it remains the best suited for our business.
•
Sound practices to ensure effective Board operations.
To ensure the Board remains focused on the right issues over time, Xcel Energy regularly assesses enterprise risks and industry trends and then refreshes charters and practices as appropriate.
|
Corporate Governance Documents
The following documents can be found on our website at
xcelenergy.com
under "Company—Investors—Governance Documents" and are also available free of charge to shareholders who request them.
•
Guidelines on Corporate Governance
•
Amended and Restated Articles of Incorporation
•
Bylaws
•
Code of Conduct
•
Political Contributions Policy
•
Audit Committee Charter
•
Finance Committee Charter
•
Governance, Compensation and Nominating Committee Charter
•
Operations, Nuclear, Environmental and Safety Committee Charter
Shareholders may request our governing documents by writing our offices at: Corporate Secretary, Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota 55401. We publish any amendments to the Code of Conduct and waivers of the Code of Conduct for our executive officers or directors on our website.
|
||||
•
Effective Board planning and succession.
Succession planning is important for both management and the Board. We employ proven practices to ensure regular and planned Board refreshment while maintaining valuable and reasonable continuity to ensure effective oversight over the long term.
•
Strong governance practices
.
We keep abreast of developments in corporate governance and adopt those practices that best serve our shareholders.
•
Regular oversight of key corporate policies.
Our governance practices set the foundation for excellent management and operations for the Company. Corporate policies communicate expectations to employees so they understand and adhere to good business conduct.
Highlights of our practices are summarized in the following table, followed by additional explanation of key features.
|
Structure
|
|||||
Lead Independent Director
|
Specified duties ensure robust independent oversight and effective flow of information between management and independent directors. Board leadership structure is reviewed annually.
|
||||
Committees | Membership and chairs are reviewed annually and are set to both leverage directors’ expertise and provide development opportunities to promote effective oversight over the long term. | ||||
Independence and Expertise
|
The Governance, Compensation and Nominating ("GCN") Committee regularly reviews and validates director independence and assesses desired expertise for potential new directors to ensure the Board is well positioned to effectively manage risks and execute strategies. The Board also regularly determines which directors meet the Nasdaq and SEC independence standards and qualify as audit committee financial experts.
|
8
|
Practices | |||||
Risk Management |
Regular updates are provided to the Board, and new and emerging risks are assigned to the appropriate committee. Regular updates on compliance risks and legal risks are provided to the Audit Committee, which oversees plans to mitigate those risks.
|
||||
Strategy Session | The Board holds a regular session to review the industry landscape, hear from outside experts and refine strategies for execution. The Board and committees receive updates throughout the year on progress made on the key initiatives to execute those strategies. | ||||
Annual Evaluations | The Board employs a formal and regular process to evaluate Board and committee operation effectiveness and address identified areas for improvement. This evaluation process includes surveys, individual director conversations with the Lead Independent Director and executive session discussions at both the Board and committee levels. | ||||
Training |
Every committee regularly identifies topics and dedicates committee time to training that keeps them engaged in emerging issues and best practices. Directors are also encouraged to participate in topical conferences and off-site training opportunities, including specialized training in overseeing nuclear operations, audit committee issues and industry topics.
|
Tenure Policies | |||||
Term Limit | Directors may not serve on the Board for more than 15 years. Having this requirement, coupled with the mandatory retirement age, is rare among our peers and most public companies and provides an additional impetus to board refreshment. | ||||
Mandatory Retirement | Directors must retire on the day of the annual meeting of shareholders after turning age 72. | ||||
Change in Principal Employment | Directors must offer to resign upon any substantial change in principal employment. |
Shareholder Rights
|
|||||
Shareholder Voting | Our shareholders have the opportunity to annually vote for directors, provide an advisory vote on executive compensation and ratify the selection of auditors. Each share is entitled to one vote. | ||||
No Supermajority | There are no supermajority voting provisions. | ||||
Opportunities to be Heard | We allow our shareholders to submit questions at our annual meeting and provide published lines of communication to our directors and management. | ||||
Proxy Access | Shareholders have the ability to include director candidates for nomination as directors in our proxy statement, in accordance with the terms of our bylaws. |
Corporate Policies | |||||
Code of Conduct | Our Code of Conduct guides our actions and frames the honest and ethical practices needed for business success. The GCN Committee annually reviews the Code of Conduct and requires annual training of directors, officers and employees. | ||||
Stock Ownership Requirements | Directors and executive officers are required to maintain specific levels of stock ownership. | ||||
Hedging and Pledging | We have policies that prohibit hedging and restrict pledging of our stock. | ||||
Political Contributions,
Lobbying and Government
Communications
|
Our policy governs our engagement with policymakers and holds us to high ethical standards. Our policy requires advanced approval from our Executive Vice President, Chief Legal and Compliance Officer and our Senior Vice President, Strategy, Security and External Affairs and Chief Sustainability Officer for contributions to candidate campaigns, ballot measures or initiatives and organizations registered under Section 527 of the Internal Revenue Code, and all contributions to 501(c)(4) organizations. We also provide more disclosure than is required by law and annually disclose our political contributions on our website.
|
||||
Environmental | We are committed to environmental excellence, adhere to policies to ensure environmental compliance and adopt environmental initiatives that enhance value to customers and shareholders. |
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
9
|
Key
Responsibilities
of Lead
Independent
Director
|
Presides at all meetings of the Board at which the Chairman is not present and at all Board executive sessions of the independent directors. | ||||
Maintains regular communications with the independent directors, including an annual evaluation process. | |||||
Serves as a liaison between the Chairman and the independent directors. | |||||
Approves the agenda, materials provided to the directors and the meeting schedules. | |||||
Calls meetings of the independent directors, as necessary. | |||||
Meets with major shareholders on occasion, as requested.
|
|||||
Develops and maintains a process for CEO and Board succession planning with the GCN Committee.
|
|||||
10
|
Identify and analyze materiality of risks through:
•
Formal key risk assessment
•
Financial disclosure process
•
Hazard risk management process
•
Internal auditing and compliance with financial and operational controls
•
Business planning process
•
Development of strategic goals and key performance indicators ("KPIs")
|
Provide regular presentations to the Board regarding risk assessment and mitigation, including:
•
Comprehensive risk overview
•
Legal and regulatory risks
•
Operating risks
•
Financial risks
•
Compliance risks
•
Environmental risks
•
Cybersecurity risks
|
Manage and mitigate risks through use of management structures and groups, including:
•
Management councils
•
Management risk committees
•
Advice from internal corporate areas
|
Employ a robust compliance program for the mitigation of risk, including:
•
Adherence to our Code of Conduct and other compliance policies
•
Operation of formal risk management structures and groups
•
Focused management to mitigate the risks inherent in the implementation of our strategy
|
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
11
|
Board of Directors | ||
Overall identification, management and mitigation of risk, with a focus on strategic risks | ||
12
|
Name |
Audit Committee
(1)(2)
|
Finance Committee
(3)
|
GCN Committee
(2)
|
ONES Committee
(3)
|
||||||||||
Megan Burkhart |
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||||||||||||
Lynn Casey |
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||||||||||||
Netha Johnson |
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||||||||||||
Patricia Kampling |
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||||||||||||
George Kehl |
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||||||||||||
Richard O’Brien |
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||||||||||||
Charles Pardee |
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||||||||||||
Christopher Policinski |
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|||||||||||||
James Prokopanko |
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||||||||||||
Kim Williams |
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||||||||||||
Daniel Yohannes |
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||||||||||||
Meetings in 2022 | 6 | 5 | 4 | 4 |
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Financial Expert | ||||
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Committee Chair | ||||
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Committee Member |
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
13
|
Audit Committee |
![]() |
GCN Committee |
![]() |
|||||||||||
•
Oversees the financial reporting process, including the integrity of our financial statements, compliance with legal and regulatory requirements and our Code of Conduct and the independence and performance of internal and external auditors.
•
Reviews the annual audited financial statements and quarterly financial information with management and the independent registered public accounting firm.
•
Appoints our independent registered public accounting firm.
•
Reviews with management our major financial risk exposures and the steps management has taken to monitor and control the exposures, including our risk assessment and risk management guidelines and policies.
•
Reviews the compliance risks and implementation and effectiveness of our compliance and business conduct program.
•
Reviews the scope and the planning of the audit with both the internal auditors and the independent registered public accounting firm.
•
Reviews the findings and recommendations of both the internal auditors and the independent registered public accounting firm and management’s response to those recommendations.
•
Prepares the Report of the Audit Committee included in this proxy statement.
|
•
Determines Board organization, selection of director nominees and recommendations regarding director compensation.
•
Recommends Lead Independent Director and Board committee memberships.
•
Develops effective CEO and Board succession plans.
•
Evaluates performance of the CEO.
•
Approves executive officer compensation, including incentives and other benefits.
•
Oversees compensation and governance-related risks.
•
Establishes corporate governance principles and procedures.
•
Oversees our Code of Conduct.
•
Reviews our political contributions policy, lobbying expenditures, contributions and key lobbying activity.
•
Oversees activities and reporting of ESG matters, including oversight of DEI.
•
Reviews our workforce strategy and risks and the process for management development and long-range planning.
•
Reviews proxy disclosures regarding director and executive officer compensation and benefits.
•
Prepares the Report of the Compensation Committee included in this proxy statement.
|
|||||||||||||
Finance Committee |
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ONES Committee |
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|||||||||||
•
Oversees corporate capital structure and budgets and recommends approval of major capital projects.
•
Oversees financial plans and key financial risks.
•
Oversees dividend policies and makes recommendations as to dividends.
•
Oversees insurance coverage and banking relationships.
•
Reviews investment objectives of our nuclear decommissioning trust and trusts for our employee benefit plans.
•
Oversees investor relations.
•
Reviews and recommends lines of new business.
|
•
Oversees nuclear strategy, operations and performance, including the review of findings from reports, inspections and evaluations.
•
Oversees the performance of our significant electric and natural gas operations.
•
Reviews environmental and climate strategy, compliance, performance issues and initiatives.
•
Reviews material risks relating to our nuclear operations and environmental and safety performance, as well as risks, performance and compliance with operations measures of our electric and natural gas systems.
•
Oversees physical and cybersecurity risks related to plants and operations.
•
Reviews safety performance, strategy and initiatives.
•
Periodically tours facilities and conducts meetings at key Company locations, including nuclear plants.
•
Oversees enterprise-wide operational risks and performance.
|
14
|
Written Surveys
Each director completes an evaluation on the operation of the Board and committees on which the director serves.
|
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Interviews
The Lead Independent Director interviews each board member to solicit additional feedback.
|
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Board Discussion
Results of the Board and committee assessments are provided to the directors and discussed at Board and committee meetings.
|
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Feedback Incorporated
Input and feedback from the evaluation process are incorporated into Board practices.
|
||||||||||||||
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
15
|
Process for Identification and Review of Director Candidates |
Independent Directors
Shareholders
Independent
Search Firms
Management
|
||||||||||||||||||||||||||||||||||||||
Candidate Pool
|
||||||||||||||||||||||||||||||||||||||
In-Depth Review
•
Screen Qualifications
•
Consider Diversity
•
Review Independence and Potential Conflicts
•
Meet with Directors
•
Consider Skills Matrix
|
||||||||||||||||||||||||||||||||||||||
Recommend Selected Candidates for Appointment to our Board
|
||||||||||||||||||||||||||||||||||||||
6 New Candidates between 2019-2023
|
||||||||||||||||||||||||||||||||||||||
Overview of Current Practices
|
|||||||||||||||||||||||
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Outreach |
![]() |
2022 Engagement Topics |
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Transparency | ||||||||||||||||||
•
Investor conferences and non-deal roadshows. In 2022, we:
•
Participated in 22 events
•
Conducted ~195 meetings with ~390 institutional investors
•
Proactive governance meetings
•
Meetings requested with management
•
Annual shareholder meeting
|
•
Strategy, growth outlook and consistent track record of meeting financial goals
•
Regulatory issues and developments
•
Environmental issues, such as carbon reduction, our natural gas vision and electric vehicle plans
•
Social issues, including just transition, customer affordability and DEI
•
Governance issues including climate risk, cybersecurity and executive compensation
|
•
5- and 10-year capital forecast
•
Sustainability goals, progress and related policies
•
Third-party verified emission disclosures (since 2005)
•
Compensation alignment to ESG issues, including carbon reduction and DEI
•
Diversity, Equity and Inclusion brief
•
Workforce representation disclosures, including EEO-1 Report
|
16
|
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
17
|
Leadership & Strategy | ||||||||
![]()
100%
of directors
|
Directors who hold or have held significant leadership positions provide the Company with valuable insights. These people generally possess strong leadership qualities as well as the ability to identify and develop those qualities in others. They demonstrate a practical understanding of strategy development and corporate governance, know how to create growth and value and prioritize creating a strong corporate culture. Specialized expertise includes:
•
Public Company/Large Organization CEO Experience
•
Legal, Governance and Policy Expertise
•
Human Resource Management and Executive Compensation Experience
|
Risk Management | ||||||||
![]()
100%
of directors
|
Effectively managing risk in a rapidly changing environment is critical to our success. Directors should have a sound understanding of the most significant risks facing the Company and the experience needed to provide effective oversight of risk management processes.
|
Finance | ||||||||
![]()
83%
of directors
|
Accurate financial reporting and auditing are critical to our success, and so we seek to have a number of directors who qualify as audit committee financial experts. Given the highly capital intensive nature of our business, we also seek directors who have experience overseeing large capital projects and complex financings. Specialized expertise includes:
•
Audit Committee Financial Expert
•
Investment Oversight Expertise
•
Chief Financial Officer Experience
|
Regulated Industry | ||||||||
![]()
83%
of directors
|
Our industry is heavily regulated and directly affected by government actions. Our operations are complex, and addressing rapidly changing industry issues has strategic implications. As such, we seek directors with experience working closely with government agencies or in highly regulated businesses, or with experience in industries that require extensive permitting and community engagement to conduct business. Specific expertise includes:
•
Utility and Energy Sector Experience
•
Nuclear Leadership and Expertise
|
|||||||
18
|
Environmental | ||||||||
![]()
75%
of directors
|
The production of energy has environmental impacts, and how we address rapidly evolving environmental regulation is critical to our business. Directors with experience in addressing complex environmental regulations or siting major facilities bring valuable expertise to our Board.
|
|||||||
Customer & Community | ||||||||
![]()
100%
of directors
|
Given the essential service we provide, understanding the needs and interests of stakeholders is critical. Directors with experience in customer-facing industries bring valuable expertise as we prepare for a more competitive energy market. Likewise, a keen understanding of community issues and interests is important, as our success is tied to the success of the communities we serve. Specific experience includes:
•
Non-Profit Board Governance
•
Consumer-Facing Business Experience
|
Burkhart | Casey | Frenzel | Johnson | Kampling | Kehl | O'Brien | Pardee | Policinski | Prokopanko | Williams | Yohannes | |||||||||||||||||||||||||||||||||
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Leadership & Strategy |
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|||||||||||||||||||||||||||||||
Public Company/Large Organization CEO |
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|||||||||||||||||||||||||||||||||||||||
Legal, Policy and Governance |
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|||||||||||||||||||||||||||||||||||
Human Resources Management and Executive Compensation |
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||||||||||||||||||||||||||||||||||||
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Risk Management |
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|||||||||||||||||||||||||||||||
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Finance |
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|||||||||||||||||||||||||||||||||
Audit Committee Financial Expert |
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||||||||||||||||||||||||||||||||||||||||
Investment Oversight |
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|||||||||||||||||||||||||||||||||||
CFO Experience |
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|||||||||||||||||||||||||||||||||||||||||
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Regulated Industry |
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|||||||||||||||||||||||||||||||||
Utility and Energy Sector |
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![]() |
|||||||||||||||||||||||||||||||||||||||
Nuclear Leadership and Expertise |
![]() |
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||||||||||||||||||||||||||||||||||||||||||
![]() |
Environmental |
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||||||||||||||||||||||||||||||||||
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Customer & Community |
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|||||||||||||||||||||||||||||||
Non-Profit Board Governance |
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||||||||||||||||||||||||||||||||
Consumer-Facing Business Experience |
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![]() |
![]() |
![]() |
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
19
|
Director independence is a critical requirement for sound governance. The Board reviews independence at least annually – when candidates are nominated for re-election and upon position changes during the year. The Board determines director independence under the standards established by Nasdaq, which we have adopted with a four-year look back. In addition, a director who is an employee or representative of a significant supplier of any Xcel Energy business unit or legal entity will not be "independent" unless the relationship was entered into with the supplier as a result of competitive purchasing practices. When evaluating director independence, the Board has determined that the receipt of regulated electric and gas service from the Company does not constitute a material relationship. As part of the Board’s annual independence review, the Board reviews ordinary course of business transactions in which directors have an interest and considers regulatory requirements, including potential competitive restrictions and interlocks, and other positions and directorships held.
Each of our directors and director nominees, other than Mr. Frenzel, is independent. The Board has satisfied, and expects to continue to satisfy, its objective to have no more than two directors who are not independent serving on the Board at any time.
|
![]()
92%
Directors are independent
|
Diversity of backgrounds, experience and thought is important in ensuring effective risk oversight. We seek directors who bring a variety of skills, expertise and experience to the Board, including diversity of gender and race. Our Guidelines on Corporate Governance identify diversity as an important consideration when seeking candidates for the Board. Ethnicity, gender, age, disability, veteran status, sexual orientation, race, national origin, color, religion, creed, geographic representation, education and personality are considered. The GCN Committee has focused on recruiting and recommending diverse candidates to complement current director demographics.
Embracing diversity is a cornerstone of our corporate culture. Our directors represent a diverse range of experience and backgrounds and come together to govern Xcel Energy as an effective whole.
|
Nasdaq Board Diversity Matrix
(based on current Board composition)
|
|||||||||||||
Female | Male | |||||||||||||
Total Number of Directors | 12 | |||||||||||||
Part I: Gender Identity | ||||||||||||||
Directors | 4 | 8 | ||||||||||||
Part II: Demographic Background | ||||||||||||||
African American or Black | 0 | 2 | ||||||||||||
White | 4 | 6 | ||||||||||||
![]()
50% Diverse Director Nominees
|
Burkhart | Casey | Frenzel | Johnson | Kampling | Kehl | O'Brien | Pardee | Policinski | Prokopanko | Williams | Yohannes | ||||||||||||||||||||||||||||||
African American or Black |
![]() |
![]() |
|||||||||||||||||||||||||||||||||||||||
Alaskan Native or Native American | |||||||||||||||||||||||||||||||||||||||||
Asian | |||||||||||||||||||||||||||||||||||||||||
Hispanic or Latinx | |||||||||||||||||||||||||||||||||||||||||
Native Hawaiian or Pacific Islander | |||||||||||||||||||||||||||||||||||||||||
White |
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|||||||||||||||||||||||||||||||
Two or More Races or Ethnicities | |||||||||||||||||||||||||||||||||||||||||
Male |
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|||||||||||||||||||||||||||||||||
Female |
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|||||||||||||||||||||||||||||||||||||
Age | 51 | 67 | 52 | 52 | 63 | 64 | 69 | 63 | 64 | 69 | 67 | 70 | |||||||||||||||||||||||||||||
Tenure | <1 | 4 | 2 | 3 | 2 | 3 | 10 | 2 | 13 | 7 | 13 | 6 |
20
|
The Board believes that diversity in tenure creates a good mix of perspectives with longer-tenured directors bringing a deep understanding of the Company while new members bring a fresh perspective and expertise helpful to keeping abreast of a changing industry.
As of the date of this proxy statement, the Board consists of 12 directors whose tenure is shown in the graphic to the left. To facilitate board refreshment, we have term limits for directors as well as a mandatory retirement age policy. Our directors may not serve on the Board for more than 15 years, and we require our directors to retire on the day of the annual meeting of shareholders after turning age 72.
Over the past five years, the Board has recommended seven new directors and seven directors have left the Board.
|
||||||||
6 Years
Average Director Tenure
|
||||||||
![]() |
Additions | Departures | |||||||||||||||||||
2022 | 2021 | 2020 | 2018 | 2022 | 2021 | 2020 | ||||||||||||||
Megan Burkhart | Bob Frenzel | Netha Johnson | Lynn Casey |
David Westerlund
«
|
Ben Fowke | Richard Davis | ||||||||||||||
Patricia Kampling |
Tim Wolf
«
|
David Owens
w
|
A. Patricia Sampson
|
|||||||||||||||||
George Kehl |
James Sheppard
w
|
|||||||||||||||||||
Charles Pardee |
PROPOSAL NO. 1 | ||
ELECTION OF DIRECTORS |
![]() |
The Board recommends a vote
"FOR"
the election to the Board of each of the following nominees.
|
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
21
|
Megan Burkhart
Senior Executive Vice President, Chief Administrative Officer, Comerica Incorporated
|
||||||||
![]() |
Director Qualifications and Experience
Ms. Burkhart brings to our Board human capital management, executive compensation, consumer-facing business and regulated industry experience. Ms. Burkhart serves as Senior Executive Vice President, Chief Administrative Officer for Comerica Incorporated. In this role, Ms. Burkhart has responsibility over human resources and the company's DEI efforts. In addition, she oversees the business program management office as well as corporate responsibility, which includes corporate sustainability, communications and external affairs. Ms. Burkhart is also a member of Comerica's Management Executive Committee. Ms. Burkhart joined Comerica in 1997 and prior to her current role served as Executive Vice President, Chief Human Resources Officer from 2010 to January 2023. Among her community affiliations, she serves on the board of Austin Street Center. Ms. Burkhart is a graduate of the Leadership Dallas Class of 2016.
Business Experience
•
Senior Executive Vice President, Chief Administrative Officer, Comerica Incorporated, a financial services company (January 2023 to present)
•
Executive Vice President, Chief Human Resources Officer, Comerica Incorporated (2010 to January 2023)
•
Senior Vice President, Director of Compensation, Comerica Incorporated (2007 to 2010)
•
First Vice President, Human Resources Director, Credit and Corporate Staffs, Comerica Incorporated (2004 to 2007)
Other Public Company Boards
•
None
|
|||||||
Age
51
Director since
2022
Committees
•
Audit
•
GCN
Key Skills and Experience
![]() |
||||||||
Lynn Casey
Retired Chair and CEO, Padilla
|
||||||||
![]() |
Director Qualifications and Experience
Ms. Casey has extensive executive experience in brand strategy and investor, corporate and media relations. She is nationally recognized as an industry leader in building and protecting brands. Ms. Casey brings valuable skills to the Board with her experience in creating and delivering high-impact communication strategies, her expertise in crisis communications and management and her strong commitment to the local community. Ms. Casey also serves as a director of several nonprofit organizations in the communities that we serve.
Business Experience
•
Chair, Padilla, a public relations and communications firm (August 2018 to December 2019)
•
Chair and CEO, Padilla (2013 to August 2018)
•
CEO, Padilla Speer Beardsley (2001 to 2013)
Other Public Company Boards
•
None
|
|||||||
Age
67
Director since
2018
Committees
•
Finance
•
ONES
Key Skills and Experience
![]() |
||||||||
22
|
Bob Frenzel
Chairman of the Board, President and CEO, Xcel Energy Inc.
|
||||||||
![]() |
Director Qualifications and Experience
Mr. Frenzel brings extensive experience and perspective to the Board in the areas of energy, operations, finance, corporate development and risk management. Prior to his role as the Company's President and Chief Executive Officer, Mr. Frenzel served as the Company's President and Chief Operating Officer, leading Xcel Energy's four utility operating companies and transmission, distribution and natural gas operations. Having served as Chief Financial Officer of Xcel Energy and of Luminant, Mr. Frenzel has valuable knowledge of finance, tax, accounting and corporate development functions. He also has experience in banking and with financial transactions within the energy and power industry. Prior to starting his business career, Mr. Frenzel served in the United States Navy for six years as a nuclear engineering officer and weapons officer and was promoted to lieutenant commander in the Navy Reserve following active duty. He has also served as a director for various nonprofit organizations.
Business Experience
•
Chairman of the Board, Xcel Energy Inc. (December 2021 to present)
•
President and CEO, Xcel Energy Inc. (August 2021 to present)
•
President and Chief Operating Officer, Xcel Energy Inc. (March 2020 to August 2021)
•
Executive Vice President and Chief Financial Officer, Xcel Energy Inc. (2016 to March 2020)
•
Senior Vice President and Chief Financial Officer, Luminant, a wholly owned subsidiary of Energy Future Holdings Corporation ("EFH"), an electric utility company (2012 to 2016); EFH filed for bankruptcy in 2014 and emerged from bankruptcy in 2016
•
Senior Vice President for Corporate Development, Strategy and Mergers and Acquisitions, EFH (2009 to 2012)
•
Vice President, Investment Banking Division, Goldman Sachs (2002 to 2009)
Other Public Company Boards
•
Patterson Companies, Inc. (Since 2018)
|
|||||||
Age
52
Director since
2021
Committees
•
None
Key Skills and Experience
![]() |
||||||||
Netha Johnson
President, Bromine Specialties, Albemarle Corporation
|
||||||||
![]() |
Director Qualifications and Experience
Mr. Johnson’s global operations leadership experience provides the Board with valuable business and strategic insight and executive leadership skill. His background in the specialty chemicals industry is relevant to our business, and his experience with the industry and electrical and renewable energy solutions provides valuable insight to our business as we work towards our carbon-free future. Prior to starting his business career, Mr. Johnson was an officer in the United States Navy. Mr. Johnson has served as a director on several nonprofit boards throughout his career.
Business Experience
•
President, Bromine Specialties, Albemarle Corporation, a global specialty chemicals company (August 2018 to present)
•
Vice President and General Manager, 3M Company, a multi-national industrial, worker safety, health care and consumer goods company (2015 to August 2018)
•
President, Filtration, Pentair, a global water treatment company (2010 to 2015)
Other Public Company Boards
•
None
|
|||||||
Age
52
Director since
2020
Committees
•
Finance
•
ONES
Key Skills and Experience
![]() |
||||||||
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
23
|
Patricia Kampling
Retired Chairman and CEO, Alliant Energy Corporation
|
||||||||
![]() |
Director Qualifications and Experience
Ms. Kampling is the former Chairman and Chief Executive Officer of Alliant Energy Corporation. She has four decades of experience in the energy industry, having held leadership roles at Exelon Corporation and the former IPSCO Corporation prior to her tenure at Alliant. Ms. Kampling provides the Board with extensive utility-specific experience relating to finance, strategy, risk management and regulation. Ms. Kampling also currently serves on several nonprofit boards.
Business Experience
•
Chairman and CEO, Alliant Energy Corporation, a public utility holding company (2012 to 2019)
•
President and Chief Operating Officer, Alliant Energy Corporation (2011 to 2012)
•
Executive Vice President and Chief Financial Officer, Alliant Energy Corporation (2010 to 2011)
Other Public Company Boards
•
American Water Works Co Inc. (Since 2019)
•
Fidelity Equity and High Income Funds (Since 2020)
Former Public Company Boards
•
Briggs & Stratton Corp. (2011 to 2021)
•
Alliant Energy Corporation (2012 to 2019)
|
|||||||
Age
63
Director since
2020
Committees
•
Finance
•
GCN
Key Skills and Experience
![]() |
||||||||
George Kehl
Retired Office Managing Partner, KPMG LLP
|
||||||||
![]() |
Director Qualifications and Experience
With 38 years of experience in a global public accounting firm, Mr. Kehl brings extensive knowledge of financial accounting and auditing and experience with internal control over financial reporting, which is valuable to our highly regulated company. He was an audit partner for 25 years at KPMG LLP, serving mostly Fortune 500 companies, and was the managing partner of the Minneapolis office from 2010 until his retirement in 2019. Mr. Kehl is a Certified Public Accountant in Minnesota and Florida. His experience provides the Board with valuable strategic business, leadership and financial expertise, and the Board has determined Mr. Kehl to be an audit committee financial expert. Mr. Kehl has served as a director of several non-profit companies in the communities we serve, providing valuable insights into our stakeholder base that is vital to our business.
Business Experience
•
Office Managing Partner, KPMG LLP, a global audit, tax and advisory firm (2010 to 2019)
•
Audit Partner, KPMG LLP (1994 to 2019)
Other Public Company Boards
•
None
|
|||||||
Age
64
Director sinc
e
2020
Committees
•
Audit
•
Finance
Key Skills and Experience
![]() |
||||||||
24
|
Richard O’Brien
Independent Consultant
|
||||||||
![]() |
Director Qualifications and Experience
Mr. O’Brien’s extensive executive experience provides to the Board valuable strategic insight, leadership skills and a sound understanding of delivering effective operations in an expansive and capital-intensive business. His acumen in financial reporting and accounting has been determined by our Board to qualify him as an audit committee financial expert. He is currently consulting in the areas of strategy, leadership and operating effectiveness with select mining firms. His background in both the mining and electric and gas industries is directly relevant to our business, and he brings both valuable experience in effective management of environmental issues and expertise in industry and regulatory issues to our Board.
Business Experience
•
Independent Consultant (2015 to present)
•
President and CEO, Boart Longyear Limited, a global provider of drilling services, equipment and performance tooling for mining and drilling companies (2013 to 2015)
•
CEO, Newmont Mining Corporation, a global gold mining company (2012 to 2013)
•
President and CEO, Newmont Mining Corporation (2007 to 2012)
Other Public Company Boards
•
Vulcan Materials Company (Since 2008)
Former Public Company Boards
•
Pretivm Resources Inc. (2019 to 2022)
|
|||||||
Age
69
Director since
2012
Committees
•
Audit (Chair)
•
ONES
Key Skills and Experience
![]() |
||||||||
Charles Pardee
President, Terrestrial Energy, USA
|
||||||||
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Director Qualifications and Experience
Mr. Pardee brings to our Board extensive nuclear, operational and risk management experience. He currently serves as President of Terrestrial Energy, USA, a nuclear technology company, and has more than 38 years of experience in the energy industry, having held leadership roles at the Tennessee Valley Authority and Exelon Corporation. Mr. Pardee has worked with several other energy companies, including Florida Power Corporation, Carolina Power and Light, as well as the Institute of Nuclear Power Operations. Mr. Pardee served as a Lieutenant in the United States Navy for nine years. Mr. Pardee is the chair and director of the Committee on Nuclear Power for the Emirates Nuclear Energy Corporation in the United Arab Emirates. He also sits on the nuclear safety advisory board for the Tokyo Electric Power company.
Business Experience
•
President, Terrestrial Energy, USA, a nuclear technology company (June 2019 to Present)
•
Executive Vice President, Chief Operating Officer, Tennessee Valley Authority, a federally owned corporation that provides navigation, flood control, electricity generation, fertilizer manufacturing and economic development to the Tennessee Valley (2013 to 2017)
•
Executive Vice President, Chief Generation Officer, Tennessee Valley Authority (January 2013 to April 2013)
•
Chief Operating Officer, Exelon Generation, Exelon corporation’s energy provider (2010 to 2013)
•
President & Chief Nuclear Officer, Exelon Nuclear, Exelon corporation’s nuclear division (2007 to 2010)
Other Public Company Boards
•
None
|
|||||||
Age
63
Director since
2020
Committees
•
Audit
•
ONES (Chair)
Key Skills and Experience
![]() |
||||||||
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
25
|
Christopher Policinski
Retired President and CEO, Land O'Lakes, Inc.
|
||||||||
![]() |
Director Qualifications and Experience
Mr. Policinski led a rapidly growing, multinational food and agricultural cooperative, an experience that positioned him to provide valuable leadership and strategic insight in effectively addressing environmental and other major issues. As the former president and CEO of the third-largest United States cooperative, Mr. Policinski has a wealth of experience in effectively managing operations, addressing new risks and regulatory requirements and delivering value via effective growth management. He is well versed in finance and the financial reporting process. Mr. Policinski has experience as a director of a number of nonprofits, educational institutions and trade industry groups and provides a solid understanding of the communities we serve.
Business Experience
•
CEO, CJP Leadership Partners, LLC, a consulting company (2021 to present)
•
CEO, VitaKey, a nutrition science company (August 2020 to February 2021)
•
President and CEO, Land O’Lakes, Inc., an agricultural and dairy cooperative (2005 to 2018)
•
Senior leadership positions at Land O’Lakes, Inc. and The Pillsbury Company, a grain processing and food production company
Other Public Company Boards
•
Hormel Foods Corporation (Since 2012)
|
|||||||
Age
64
Director since
2009
Lead Independent Director since
2016
Committee
•
GCN
Key Skills and Experience
![]() |
||||||||
James Prokopanko
Retired President and CEO, The Mosaic Company
|
||||||||
![]() |
Director Qualifications and Experience
Having led large and complex businesses, Mr. Prokopanko brings valuable leadership skills and strategic insight to the Board. Throughout his career he has created growth, managed expansive operations, built key assets and effectively addressed environmental issues, all valuable skills to contribute to the Board. His experience in commodities, with capital-intensive businesses and as a director for other public companies likewise contributes valuable and relevant expertise to the Board. Mr. Prokopanko works with, supports and has served on the boards of several nonprofit organizations and brings a thoughtful understanding of the communities we serve.
Business Experience
•
President and CEO, The Mosaic Company, producer of phosphate and potash crop nutrients (2007 to 2015)
•
Executive Vice President and COO, The Mosaic Company (2006 to 2007)
•
Senior leadership positions, Cargill Corporation, a trading, purchasing and distributing grain and other agricultural commodities company (1999 to 2006)
Other Public Company Boards
•
Regions Financial (Since 2016)
•
Vulcan Materials Company (Since 2009)
|
|||||||
Age
69
Director since
2015
Committees
•
GCN (Chair)
•
ONES
Key Skills and Experience
![]() |
||||||||
26
|
Kim Williams
Retired Partner, Wellington Management Company LLP
|
||||||||
![]() |
Director Qualifications and Experience
Ms. Williams brings extensive experience in leadership with a major investment management company, providing valuable and unique strategic insights to the Board. Her strong financial background is particularly valuable in our capital-intensive industry. She brings extensive expertise in risk assessment and management that is valuable for our business. She is active in the community and has served as a trustee of a number of nonprofit and educational boards.
Business Experience
•
Partner, Wellington Management Company, LLP, an investment and asset management company for institutional investors (1995 to 2005)
•
Leadership positions, Loomis, Sayles & Co., Inc., an investment management company, and Imperial Chemical Industries Pension Fund, a defined benefit occupational pension fund (prior to 1995)
Other Public Company Boards
•
Weyerhaeuser Corporation (Since 2006)
•
E.W. Scripps (Since 2008)
|
|||||||
Age
67
Director since
2009
Committees
•
Finance (Chair)
•
GCN
Key Skills and Experience
![]() |
||||||||
Daniel Yohannes
Former United States Ambassador to the Organization for Economic Cooperation and Development
|
||||||||
![]() |
Director Qualifications and Experience
Mr. Yohannes has a successful record of operation execution and corporate transformation as a Chief Executive Officer and as an entrepreneur. Mr. Yohannes brings extensive experience in banking, economic development and in global energy policy, providing the Board with strategic insight and leadership skills. He has served in leadership roles in U.S. Government organizations, and for which he was nominated by President Obama and confirmed by the U.S. Senate. He is very passionate about protecting the environment and economic equity issues. He is very active in his community and serves on various boards of nonprofits and civic organizations.
Business Experience
•
U.S. Ambassador and Permanent Representative to the Organization for Economic Cooperation and Development, including the International Energy Agency and the Nuclear Energy Agency (2014 to 2017)
•
Chief Executive Officer, Millennium Challenge Corporation, an independent U.S. Government foreign aid agency (2009 to 2014)
•
Prior leadership positions with U.S. Bank and Security Pacific Bank (now Bank of America)
•
Co-founder of New Resource Bank, which invests in environmentally sustainable businesses
Other Public Company Boards
•
Dow Inc. (2019 to present)
|
|||||||
Age
70
Director since
2017
Committees
•
Audit
•
Finance
Key Skills and Experience
![]() |
||||||||
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
27
|
Corporate responsibility is embedded throughout our organization and integrated into our governance processes. With strong leadership from our Board and executive management team, along with engaged leaders and business units across the Company, we are able to effectively manage risks and opportunities and drive strong performance across a spectrum of corporate responsibility issues. Through our strategic planning process, the Board and executive leadership team identified three strategic priorities – lead the clean energy transition, keep bills low and enhance the customer experience – that represent the keys to our continued success in achieving our vision to be the preferred and trusted provider of the energy our customers need. Strong alignment exists between our strategic priorities and our corporate responsibility initiatives.
|
ESG Library
Our most recent Sustainability Report, TCFD report, SASB Index and GRI Index, along with other ESG-related reports, policies and documents, can be found on our website at
xcelenergy.com
under "Company—Investors—ESG."
![]() |
||||
Our most recent Sustainability Report, published in June 2022, marks the 17th year we have published the report. Our report covers a variety of ESG issues and is built on 16 sustainability priorities that we have identified as important to our stakeholders and Company. A copy of our most recent Sustainability Report, Task Force on Climate-Related Financial Disclosures ("TCFD") report, Sustainability Accounting Standards Board ("SASB") Index and Global Reporting Initiative ("GRI") Index, along with other ESG-related reports, policies and documents can be found on our website at
xcelenergy.com
under "Company—Investors—ESG."
|
|||||
The Chairman, President and CEO leads all aspects of our sustainability and ESG efforts and governance. The Senior Vice President, Strategy, Security and External Affairs and Chief Sustainability Officer, who reports to the Chairman, President and CEO, is responsible for sustainability and ESG-related policy, strategy, governance and reporting, including management of climate-related risks and regular ESG discussions with the Board. The Chief Sustainability Officer works with multiple teams across the business areas as described below. The GCN Committee has primary Board committee responsibility for sustainability and ESG related issues and risks. It oversees policy, adherence and disclosure regarding ESG matters, including executive compensation, our Code of Conduct and the Political Contributions, Lobbying and Government Communications policy ("Political Contributions Policy"). Annually, the GCN Committee reviews our workforce strategy, including DEI initiatives. The ONES Committee oversees our environmental strategy and performance, employee and contractor safety, customer service and operational performance in delivering electricity and natural gas service to customers. This includes managing risks related to climate, physical security, cybersecurity and public safety. The key aspects of how we manage ESG responsibilities are described below.
|
Board Oversight | ||||||||
The full Board considers and addresses key sustainability issues in the context of our broader corporate strategy. While the GCN Committee has overall responsibility for ESG oversight, other Board committees also have oversight responsibilities that relate to specific sustainability issues.
•
Audit Committee: oversees corporate compliance related to ethics and business conduct
•
Finance Committee: oversees clean energy investments, investor relations, affordability and financial health
•
GCN Committee: oversees workforce development and compensation, DEI strategy, executive compensation, the Code of Conduct and lobbying and political contributions policies and disclosures
•
ONES Committee: oversees employee and public safety, environmental performance and strategy and overall operations, including reliability, physical security, cybersecurity and climate change
|
||||||||
Executive Oversight and Management | ||||||||
The executive team is accountable for strategy execution, including sustainability and ESG responsibilities and initiatives.
•
Each Board committee has a senior executive serving as the coordinating officer who determines agendas and supports the committee in carrying out its duties.
•
Strategies and key initiatives are crafted and executed to strike a balance among reliability, affordability and environmental impact.
•
Xcel Energy was among the first U.S. energy providers to tie environmental performance directly to long-term executive compensation over 15 years ago, and today 30% of incentive pay is tied to carbon reductions. Annual executive incentive compensation is based on the corporate scorecard, which fully aligns with ESG issues, including safety, reliability, customer satisfaction, wind availability and DEI progress.
|
||||||||
28
|
Business Area Responsibilities | ||||||||
While the entire organization and each operating company supports sustainability and ESG efforts, specific business areas are directly accountable for addressing various ESG issues and opportunities. We use performance management techniques and compensation design to align employees around successful execution of our goals and efforts.
•
Strategy, Security and External Affairs: sustainability strategy, governance and reporting, environmental strategy and performance and energy and public policy, including political contributions disclosure and physical and cybersecurity
•
Risk, Audit and Financial Services: risk management, corporate auditing and supply chain management
•
General Counsel and Compliance: corporate governance, disclosure and regulatory efforts that support our goals, as well as corporate policies and ethics and compliance, including Code of Conduct
•
Operations: power production, environmental performance and regulatory efforts that support the clean energy transition, customer electricity and natural gas service, safety, affordability, reliability and resiliency
•
Integrated Strategic Planning: long-term, coordinated planning for the natural gas system and electric generation, transmission and distribution systems
•
Customer Solutions and Care: energy efficiency and conservation, electrification and electric vehicles, customer programs and satisfaction and economic development
•
Human Resources: workforce strategy and development, DEI initiatives, labor practices, public and employee safety, the Xcel Energy Foundation and employee wellness and engagement programs
•
Financial Operations: capital project governance, compliance, budget and cost management, affordability, investor relations and disclosure and corporate development and innovation
|
||||||||
Operating Company Responsibilities | ||||||||
Our strategy is implemented through the four operating companies, including sustainability initiatives.
•
Operating company staff engage with local stakeholders to understand their perspectives, priorities and goals. They drive forward sustainability initiatives and work to address energy and policy issues, such as climate change, environmental justice, social equity and the responsible transition away from coal.
•
Regulatory and resource plans are designed to meet the future needs of our customers, states and other stakeholders, including delivering cleaner energy while maintaining customer affordability, reliability and resiliency.
•
Community giving and volunteer programs are implemented with local nonprofit organizations, with a focus on science, technology, engineering and math career pathways, environmental sustainability and community vitality.
|
||||||||
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
29
|
HUMAN CAPITAL MANAGEMENT |
Xcel Energy employees are the driving force behind our success. Our workforce strategy is designed to put the best talent in place and create a culture that motivates and inspires employees to lead the way in achieving our clean energy goals and delivering an exceptional customer experience. By partnering with educational and community organizations, we fill our talent pipeline with diverse employees who reflect the communities we serve and embrace our values: Trustworthy, Safe, Connected and Committed. Our strategic, data-driven approach to workforce and succession planning, modernized HR technology, and best practices in learning and development ensure our enterprise will continue to have the skills and capabilities required to meet the evolving needs of our business, customers and communities.
|
ESG Library
More information is provided in the Human Capital Management and DEI briefs in Xcel Energy’s Sustainability Report located in the ESG Library.
|
||||
To attract and retain high quality talent, we meet the interests of both our organization and workforce with pay-for-performance compensation, holistic well-being benefits, recognition programs and a high-impact performance management system that emphasizes ongoing coaching conversations between leaders and team members. Continuously elevating the quality and safety of the workplace is a top priority. Through our Safety Always approach, we focus on eliminating life-altering injuries through a trusting, transparent culture and the use of critical controls. |
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||||||||||
Ethisphere | Fortune | Human Rights Campaign | GI Jobs | Military Times | ||||||||||
World's Most
Ethical Companies |
World's Most
Admired Companies |
Best Places to Work
for LGBTQ+ Equality |
Military Friendly Employer | Best for Vets |
Female | Ethnically Diverse | |||||||
Board of Directors | 33 | % | 17 | % | ||||
CEO direct reports | 33 | % | 22 | % | ||||
Management | 25 | % | 12 | % | ||||
Employees | 24 | % | 18 | % | ||||
New hires | 35 | % | 24 | % | ||||
Interns (hired throughout 2022)
|
32 | % | 25 | % |
30
|
PROPOSAL NO. 2
ADVISORY VOTE ON EXECUTIVE COMPENSATION (SAY ON PAY VOTE)
|
![]() |
The Board recommends a vote
"FOR"
approval of the advisory vote on executive compensation.
|
PROPOSAL NO. 3
ADVISORY VOTE ON FREQUENCY OF SAY ON PAY VOTES
|
![]() |
The Board recommends a vote for
"1 YEAR"
as the frequency of future say on pay votes.
|
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
31
|
COMPENSATION DISCUSSION AND ANALYSIS |
![]() |
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![]() |
||||||||||
Bob Frenzel
Chairman, President and Chief Executive Officer
|
Brian Van Abel
Executive Vice President, Chief Financial Officer
|
Brett Carter
Executive Vice President, Group President, Utilities and Chief Customer Officer
|
Timothy O'Connor
Executive Vice President, Chief Operations Officer
|
Amanda Rome
Executive Vice President, Chief Legal and Compliance Officer
|
![]() |
Lead the
Clean Energy
Transition
|
•
First U.S. energy provider to set comprehensive greenhouse gas reduction goals that cover three large sectors of the economy: electricity, natural gas use in buildings and transportation
•
Reduced carbon emissions 53% since 2005 and remain on track to achieve 80% carbon reduction by 2030, with approved plans estimated to achieve 70% renewable energy and a proposal to fully exit from coal by year-end 2030
•
39% lower water consumption since 2005, with goal to reduce consumption 70% by 2030
|
||||||
![]() |
Keep Bills
Low
|
•
From 2017 to 2022, Company-owned wind energy saved customers $3 billion due to earned tax credits and avoided fuel costs
•
Plan to augment our One Xcel Energy Way program in 2023 to further drive increased productivity and efficiency across all areas of the Company
•
Continue to prudently invest in process and technology improvements to reduce operating costs, including the use of drone technology, automated work processes, artificial intelligence and continuous improvement methodologies
|
||||||
![]() |
Enhance the
Customer
Experience
|
•
EV offerings available to customers in four states, including advisory services and 13 different types of major programs
•
~866,000 smart meters installed with plans for >1 million in 2023, providing customers with more control and improved reliability
•
Distributed a record $216 million in energy assistance in 2022, supporting ~193,000 customers in need
|
||||||
![]() |
Foster a Safe and Inclusive Work Culture
|
•
Considered a benchmark company for our industry-leading approach to employee safety that focuses on eliminating life-altering injuries through a trusting, transparent culture and the use of critical controls
•
The senior executive team reporting to the CEO is comprised of 33% female and 22% ethnically or racially diverse leaders that set a strong example for fostering an inclusive work environment
•
Annually publish Form EEO-1 to support transparent disclosure of workforce representation results
|
||||||
![]() |
Financial
Results
|
•
Consistently delivered a competitive total shareholder return ("TSR")
•
Met or exceeded ongoing EPS guidance for 18 consecutive years
•
Increased our dividend for 19 consecutive years
|
32
|
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Performance Based
|
![]() |
Market Competitive
|
![]() |
Equity-Based Incentive
|
||||||||||||
•
Majority of executive compensation is at risk, and pay is aligned with Company performance
•
Motivates achievement of ESG, financial and operational goals
|
•
Enables us to attract and retain talented leaders
•
Compares us to an industry peer group
|
•
Focuses on long-term value creation
•
Aligns executive interests with those of our stakeholders and rewards for strategic success
|
![]() |
What We Do
|
![]() |
What We Don’t Do
|
||||||||||||||
•
Pay for performance with a substantial percentage of each NEO’s total direct compensation being variable, at risk and aligned with performance-based metrics
•
Use an appropriate peer group when establishing compensation
•
Balance short-term and long-term incentive performance goals to reflect operating and strategic objectives
|
•
Place strong emphasis on performance-based equity awards
•
Include ESG metrics in our compensation programs in support of our ESG strategy
•
Align executive compensation with stakeholder interests through long-term incentives
•
Include caps on individual payouts in incentive plans
|
•
Set significant stock ownership guidelines for NEOs, other executives and non-employee directors
•
Mitigate undue risk-taking in compensation programs
•
Include recoupment provisions in our annual and long-term incentive programs
•
Retain an independent compensation consultant
|
•
Provide employment contracts to NEOs
•
Permit directors or employees to hedge their Company stock
•
Provide unusual or excessive perquisites
•
Provide tax gross-ups on severance benefits
•
Provide tax gross-ups on executive perquisites except for circumstances regarding relocation
•
Supplement service credit to newly hired officers under any of our qualified or nonqualified retirement plans
|
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
33
|
Our Compensation Program Supports our ESG Strategy
ESG metrics have been included in our incentive compensation plans since 2000:
|
||
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||||||||||||||
2000
Employee safety metrics have been included as a key performance indicator on our corporate scorecard and annual incentive plan since Xcel Energy was formed
|
2005
Environmental reductions and projects have been tied to long-term incentives for the past 18 years
|
2014
Our current carbon emissions reduction goal has been in place for the past nine years
|
2021
DEI metric added as a key performance indicator as part of our corporate scorecard and annual incentive plan
|
|||||||||||||||||
![]() |
Each year, Xcel Energy provides shareholders with a non-binding say on pay vote on its executive compensation programs.
Of the votes cast at our 2022 Annual Meeting, 94% were in favor of our executive compensation programs and policies.
The GCN Committee evaluated results of the say on pay vote, and in light of the broad shareholder support of our executive compensation programs, the GCN Committee decided to maintain the core design of our compensation programs. The GCN Committee will continue to consider the outcome of future say on pay votes, in addition to various other factors, when making future compensation decisions.
|
34
|
2022 Peer Group Companies
|
|||||||||||
Ameren Corporation
AEP Company, Inc.
CenterPoint Energy, Inc.
CMS Energy Corporation
Consolidated Edison, Inc.
|
Dominion Energy, Inc.
DTE Energy Company
Duke Energy Corporation
Edison International
Entergy Corporation
|
Evergy, Inc.
Eversource Energy
Exelon Corporation
FirstEnergy Corp.
NextEra Energy, Inc.
|
PPL Corporation
Public Service Enterprise Group Incorporated
Sempra Energy
The Southern Company
WEC Energy Group, Inc.
|
||||||||
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
35
|
Pension Plan (qualified and nonqualified)
|
401(k) Savings Plan and
Deferred Compensation Plan
|
Severance and Change
in Control
|
||||||
•
Provides retirement income for eligible participants based on fixed plan-based formulas
|
•
Provides for savings opportunities by deferring salary up to tax code limitations (401(k)) and salary, annual incentive and/or long-term incentive (Deferred Compensation)
|
•
Provides compensation and benefits in the case of involuntary termination without cause
|
Chairman, President and CEO | ||
![]() |
All Other NEOs (average) | ||
![]() |
Long-Term Incentive Targets | |||||||||||||||||
Named Executive Officer |
Annualized
Base Salary
($)
|
Annual Incentive
Target
(% of Base Salary)
|
Performance
Shares
($)
|
Restricted
Stock Units
($)
|
Total
($)
|
||||||||||||
Bob Frenzel
, Chairman, President and CEO
|
1,200,000 | 125% | 5,600,000 | 1,400,000 | 9,700,000 | ||||||||||||
Brian Van Abel
, Executive Vice President, Chief Financial Officer
|
700,000 | 80% | 1,392,000 | 348,000 | 3,000,000 | ||||||||||||
Brett Carter
, Executive Vice President, Group President, Utilities and Chief Customer Officer
(1)
|
650,000 | 80% | 1,280,000 | 320,000 | 2,770,000 | ||||||||||||
Timothy O'Connor
, Executive Vice President, Chief Operations Officer
|
750,000 | 85% | 1,240,000 | 310,000 | 2,937,500 | ||||||||||||
Amanda Rome
, Executive Vice President, Chief Legal and Compliance Officer
|
600,000 | 80% | 976,000 | 244,000 | 2,300,000 |
36
|
Key Performance Indicator |
Threshold
Performance
|
Target
Performance
|
Maximum
Performance
|
2022 Actual Performance
|
% Payout | % Weight |
Weighted
Calculation |
|||||||||||||||||||
Electric System Reliability (SAIDI) | 101 | 92 | 83 | 96 | 77.78% | 20% | 15.56% | |||||||||||||||||||
Safety | ||||||||||||||||||||||||||
Public Safety (gas emergency response) | 91% | 96% | 99% | 96% | 100.00% | 20% | 20.00% | |||||||||||||||||||
Employee Safety (safety culture)
|
82 | 85-87 | 88 | 83 | 100.00% | (1) | 20% | 20.00% | ||||||||||||||||||
Customer Satisfaction (J.D. Power residential survey) | 737 | 752 | 767 | 726 | 0.00% | 20% | 0.00% | |||||||||||||||||||
Diversity, Equity & Inclusion (index) | 100 | 200 | 300 | 204 | 102.00% | 10% | 10.20% | |||||||||||||||||||
Wind Availability (equivalent availability factor) | 94% | 96% | 97% | 96.6% | 130.00% | 10% | 13.00% | |||||||||||||||||||
Metric Results | 100% | 78.76% |
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
37
|
Performance Shares based on
the Company’s Relative TSR
|
Performance Shares based on
Carbon Dioxide Emissions Reduction
|
|||||||||||||||||||||||||||||||||||||||||||
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|||||||||||||||||||||||||||||||||||||||||||
For performance between percentiles, the number of performance shares earned is determined by straight line interpolation. |
Performance shares are based on the achievement of specified levels of the Company’s TSR relative to our peer group.
Payout range is from 0% to 200% of target.
|
Performance shares are based on the achievement of a specified reduction in carbon dioxide emissions in 2024 below 2005 levels associated with electric service.
Payout range is from 0% to 200% of target.
|
||||
The relative TSR goal links the interest of executive officers with those of our shareholders by rewarding NEOs for creating superior shareholder returns relative to utility industry peer companies. | The reduction in carbon dioxide emissions goals align to our lead the clean energy strategic priority to provide 100% carbon-free electricity by 2050. | ||||
Dividend equivalents are credited on each performance share during the three-year cycle to the same extent that dividends are paid on shares of our common stock.
The credited dividend equivalents are paid only if the associated performance share vests and is paid in accordance with the achieved three-year performance goal. If threshold performance is not achieved at the end of the three-year performance cycle, then all associated performance shares and dividend equivalents would be forfeited.
|
Each performance share represents one share of Xcel Energy common stock. | |||||
Grant awards at target: | Grant awards at target: | ||||
•
CEO: 51,516
•
Other NEOs range: 8,979 to 12,805
|
•
CEO: 30,910
•
Other NEOs range: 5,387 to 7,683
|
||||
Settled as cash, shares or a combination, as elected. | Settled as shares. |
38
|
Performance Shares based on
the Company’s Relative TSR |
Performance Shares based on
Carbon Dioxide Emissions Reduction |
|||||||||||||||||||||||||||||||
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|||||||||||||||||||||||||||||||
The performance outcome is at the 74th percentile, which results in a payout equal to 168.57% of target. TSR is a measure of shareholder value creation and our ranking illustrates superior performance over peer companies.
|
The performance outcome is above the target payout, or a 52.5% reduction
over 2005 levels,
which results in a payout equal to 183.33% of target. The result is due to implementing clean energy projects and wind generation performance, modernizing the fossil fleet, leading the way with resource plans and energy efficiency programs.
|
|||||||||||||||||||||||||||||||
Earned awards: | Earned awards: | |||||||||||||||||||||||||||||||
•
CEO: 32,163
•
Other NEOs range: 12,071 to 16,098
|
•
CEO: 20,989
•
Other NEOs range: 7,876 to 10,505
|
|||||||||||||||||||||||||||||||
The award amounts include dividend equivalents credited over the three-year performance cycle. |
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
39
|
40
|
REPORT OF THE COMPENSATION COMMITTEE |
Compensation Committee
|
||||||||
James Prokopanko, Chair | Christopher Policinski | |||||||
Megan Burkhart | Kim Williams | |||||||
Patricia Kampling |
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
41
|
EXECUTIVE COMPENSATION |
Name and Principal Position | Year |
Salary
($)
(1)
|
Bonus
($)
|
Stock
Awards
($)
(2)
|
Non-Equity
Incentive Plan
Compensation
($)
(3)
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(4)
|
All Other
Compensation
($)
(5)
|
Total
($)
|
||||||||||||||||||||||||
Bob Frenzel
Chairman, President and CEO
(6)
|
2022 | 1,200,000 | — | 7,000,062 | 1,985,850 | 69,074 | 63,593 | 10,318,579 | ||||||||||||||||||||||||
2021 | 931,424 | — | 6,300,028 | 992,149 | 79,491 | 47,272 | 8,350,364 | |||||||||||||||||||||||||
2020 | 731,250 | — | 2,200,084 | 1,004,475 | 77,244 | 39,881 | 4,052,934 | |||||||||||||||||||||||||
Brian Van Abel
Executive Vice President,
Chief Financial Officer
|
2022 | 700,000 | — | 1,740,011 | 741,384 | — | 28,781 | 3,210,176 | ||||||||||||||||||||||||
2021 | 650,000 | — | 1,792,997 | 231,392 | 243,402 | 10,471 | 2,928,262 | |||||||||||||||||||||||||
2020 | 525,000 | — | 1,303,287 | 288,787 | 388,073 | 10,264 | 2,515,411 | |||||||||||||||||||||||||
Brett Carter
Executive Vice President, Group President, Utilities and Chief
Customer Officer
|
2022 | 643,333 | — | 1,961,501 | 344,214 | 42,268 | 42,091 | 3,033,407 | ||||||||||||||||||||||||
2021 | 580,000 | — | 1,125,018 | 440,475 | 53,517 | 25,940 | 2,224,950 | |||||||||||||||||||||||||
2020 | 565,000 | — | 1,070,004 | 605,364 | 59,773 | 24,024 | 2,324,165 | |||||||||||||||||||||||||
Timothy O’Connor
Executive Vice President, Chief
Operations Officer
|
2022 | 750,000 | — | 2,550,060 | 843,986 | 105,596 | 35,544 | 4,285,186 | ||||||||||||||||||||||||
2021 | 661,528 | — | 1,550,079 | 497,972 | 171,958 | 34,317 | 2,915,854 | |||||||||||||||||||||||||
2020 | 600,000 | — | 1,100,042 | 602,685 | 120,453 | 36,965 | 2,460,145 | |||||||||||||||||||||||||
Amanda Rome
Executive Vice President,
Chief Legal and Compliance Officer
|
2022 | 600,000 | — | 1,553,689 | 317,736 | 21,410 | 10,910 | 2,503,745 | ||||||||||||||||||||||||
2021 | 570,000 | — | 1,278,312 | 202,913 | 39,332 | 13,621 | 2,104,178 | |||||||||||||||||||||||||
2020 | 416,667 | — | 1,113,734 | 234,378 | 26,327 | 10,191 | 1,801,297 |
Performance Shares |
Restricted
Stock Units ($) |
Common Stock and Restricted Stock Granted
Under the AIP ($) |
||||||||||||
Name |
Target
($) |
Maximum
($) |
||||||||||||
Bob Frenzel | 5,600,022 | 11,200,044 | 1,400,040 | — | ||||||||||
Brian Van Abel | 1,391,955 | 2,783,910 | 348,056 | — | ||||||||||
Brett Carter | 1,279,967 | 2,559,934 | 320,110 | 273,000 | ||||||||||
Timothy O'Connor | 1,239,973 | 2,479,946 | 1,310,087 | — | ||||||||||
Amanda Rome | 976,026 | 1,952,052 | 244,041 | 252,000 |
42
|
Name |
Company Contributions to our Deferred Compensation Plan
($) |
Company Contributions to the 401(k) Savings Plan
($) |
||||||
Bob Frenzel | 37,750 | 10,250 | ||||||
Brian Van Abel | 17,750 | 10,250 | ||||||
Brett Carter | 15,483 | 10,250 | ||||||
Timothy O'Connor | 19,750 | 10,250 | ||||||
Amanda Rome | — | 10,250 |
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
43
|
Grant
Date
|
Date of
Approval
(1)
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
(2)
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
(3)
|
All Other Stock
Awards: Number
of Shares of Stock
or Units (#)
(4)
|
Grant Date Fair
Value of Stock Awards
($)
(5)
|
||||||||||||||||||||||||||||||||||||
Name |
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
|||||||||||||||||||||||||||||||||||
Bob Frenzel | 1/3/22 | 12/7/21 | 15,455 | 51,516 |
(a)
|
103,032 | 3,499,997 | ||||||||||||||||||||||||||||||||||
1/3/22 | 12/7/21 | 9,273 | 30,910 |
(b)
|
61,820 | 2,100,025 | |||||||||||||||||||||||||||||||||||
1/3/22 | 12/7/21 | 20,607 | 1,400,040 | ||||||||||||||||||||||||||||||||||||||
750,000 | 1,500,000 | 3,000,000 | |||||||||||||||||||||||||||||||||||||||
Brian Van Abel | 1/3/22 | 12/7/21 | 3,842 | 12,805 |
(a)
|
25,610 | 869,972 | ||||||||||||||||||||||||||||||||||
1/3/22 | 12/7/21 | 2,305 | 7,683 |
(b)
|
15,366 | 521,983 | |||||||||||||||||||||||||||||||||||
1/3/22 | 12/7/21 | 5,123 | 348,056 | ||||||||||||||||||||||||||||||||||||||
280,000 | 560,000 | 1,120,000 | |||||||||||||||||||||||||||||||||||||||
Brett Carter | 1/3/22 | 12/7/21 | 2,760 | 9,199 |
(a)
|
18,398 | 624,980 | ||||||||||||||||||||||||||||||||||
1/3/22 | 12/7/21 | 1,656 | 5,520 |
(b)
|
11,040 | 375,029 | |||||||||||||||||||||||||||||||||||
1/3/22 | 12/7/21 | 3,680 | 250,019 | ||||||||||||||||||||||||||||||||||||||
3/1/22 | 2/22/22 | 780 | 2,599 |
(a)
|
5,198 | 174,991 | |||||||||||||||||||||||||||||||||||
3/1/22 | 2/22/22 | 468 | 1,559 |
(b)
|
3,118 | 104,967 | |||||||||||||||||||||||||||||||||||
3/1/22 | 2/22/22 | 1,041 | 70,091 | ||||||||||||||||||||||||||||||||||||||
$136,500 | $273,000 |
(c)
|
$546,000 | ||||||||||||||||||||||||||||||||||||||
130,000 | 260,000 | 520,000 | |||||||||||||||||||||||||||||||||||||||
Timothy O’Connor | 1/3/22 | 12/7/21 | 3,422 | 11,407 |
(a)
|
22,814 | 774,992 | ||||||||||||||||||||||||||||||||||
1/3/22 | 12/7/21 | 2,053 | 6,844 |
(b)
|
13,688 | 464,981 | |||||||||||||||||||||||||||||||||||
1/3/22 | 12/7/21 | 4,564 | 310,078 | ||||||||||||||||||||||||||||||||||||||
1/3/22 | 12/7/21 | 14,719 | 1,000,009 | ||||||||||||||||||||||||||||||||||||||
318,750 | 637,500 | 1,275,000 | |||||||||||||||||||||||||||||||||||||||
Amanda Rome | 1/3/22 | 12/7/21 | 2,694 | 8,979 |
(a)
|
17,958 | 610,033 | ||||||||||||||||||||||||||||||||||
1/3/22 | 12/7/21 | 1,616 | 5,387 |
(b)
|
10,774 | 365,993 | |||||||||||||||||||||||||||||||||||
1/3/22 | 12/7/21 | 3,592 | 244,041 | ||||||||||||||||||||||||||||||||||||||
$126,000 | $252,000 |
(c)
|
$504,000 | ||||||||||||||||||||||||||||||||||||||
120,000 | 240,000 | 480,000 |
44
|
Stock Awards | |||||||||||||||||||||||
Name |
Number of Shares or
Units of Stock That
Have Not Vested
(#)
|
Market Value of
Shares or Units of
Stock That Have Not
Vested
($)
(1)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
(2)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
(1)(2)
|
|||||||||||||||||||
Bob Frenzel | 19,183 |
(3)
|
1,344,886 | 23,977 |
(4)
|
1,681,053 | |||||||||||||||||
21,056 |
(5)
|
1,476,225 | 14,387 |
(6)
|
1,008,646 | ||||||||||||||||||
105,276 |
(7)
|
7,380,909 | |||||||||||||||||||||
31,583 |
(8)
|
2,214,301 | |||||||||||||||||||||
Brian Van Abel | 4,956 |
(3)
|
347,455 | 6,194 |
(4)
|
434,245 | |||||||||||||||||
5,235 |
(5)
|
366,997 | 3,716 |
(6)
|
260,554 | ||||||||||||||||||
26,168 |
(7)
|
1,834,625 | |||||||||||||||||||||
7,850 |
(8)
|
550,387 | |||||||||||||||||||||
Brett Carter | 3,597 |
(3)
|
252,166 | 4,496 |
(4)
|
315,189 | |||||||||||||||||
4,824 |
(5)
|
338,198 | 2,697 |
(6)
|
189,106 | ||||||||||||||||||
24,110 |
(7)
|
1,690,348 | |||||||||||||||||||||
7,233 |
(8)
|
507,119 | |||||||||||||||||||||
Timothy O’Connor | 4,863 |
(3)
|
340,914 | 6,076 |
(4)
|
425,996 | |||||||||||||||||
4,663 |
(5)
|
326,952 | 3,646 |
(6)
|
255,612 | ||||||||||||||||||
15,040 |
(9)
|
1,054,426 | 23,311 |
(7)
|
1,634,328 | ||||||||||||||||||
6,993 |
(8)
|
490,248 | |||||||||||||||||||||
Amanda Rome | 3,357 |
(3)
|
235,389 | 4,196 |
(4)
|
294,181 | |||||||||||||||||
3,670 |
(5)
|
257,320 | 2,517 |
(6)
|
176,487 | ||||||||||||||||||
1,599 |
(10)
|
112,096 | 18,349 |
(7)
|
1,286,458 | ||||||||||||||||||
1,884 |
(11)
|
132,099 | 5,504 |
(8)
|
385,909 |
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
45
|
Stock Awards
(1)
|
||||||||||||||
Name |
Number of
Shares Acquired
on Vesting
(#)
(2)
|
Value Realized
on Vesting
($)
(2)
|
||||||||||||
Bob Frenzel | 3,501 |
(3)
|
235,743 |
(4)
|
||||||||||
32,163 |
(5)
|
2,187,408 |
(6)
|
|||||||||||
20,989 |
(7)
|
1,427,470 |
(6)
|
|||||||||||
7,633 |
(8)
|
519,139 |
(6)
|
|||||||||||
Brian Van Abel | 14,572 |
(5)
|
991,027 |
(6)
|
||||||||||
9,508 |
(7)
|
646,654 |
(6)
|
|||||||||||
3,459 |
(8)
|
235,249 |
(6)
|
|||||||||||
Brett Carter | 15,675 |
(5)
|
1,066,089 |
(6)
|
||||||||||
10,320 |
(7)
|
695,715 |
(6)
|
|||||||||||
3,720 |
(8)
|
253,016 |
(6)
|
|||||||||||
Timothy O’Connor | 16,098 |
(5)
|
1,094,908 |
(6)
|
||||||||||
10,505 |
(7)
|
714,413 |
(6)
|
|||||||||||
3,822 |
(8)
|
259,914 |
(6)
|
|||||||||||
Amanda Rome | 782 |
(3)
|
52,670 |
(4)
|
||||||||||
12,071 |
(5)
|
820,948 |
(6)
|
|||||||||||
7,876 |
(7)
|
535,644 |
(6)
|
|||||||||||
2,852 |
(8)
|
193,978 |
(6)
|
46
|
Name | Plan Name |
Number
of Years
Credited
Service
(#)
|
Present
Value of
Accumulated
Benefit
($)
|
Payments
During Last
Fiscal Year
($)
|
||||||||||
Bob Frenzel | Pension Plan | 7 | 343,870 | — | ||||||||||
Nonqualified Pension Plan | 7 | 80,376 | — | |||||||||||
Brian Van Abel | Pension Plan | 13 | 759,664 | — | ||||||||||
Nonqualified Pension Plan | 13 | 156,999 | — | |||||||||||
Brett Carter | Pension Plan | 5 | 185,783 | — | ||||||||||
Nonqualified Pension Plan | 5 | 36,549 | — | |||||||||||
Timothy O'Connor | Pension Plan | 15 | 1,682,333 | — | ||||||||||
Nonqualified Pension Plan | 15 | 150,650 | — | |||||||||||
Amanda Rome | Pension Plan | 8 | 106,787 | — | ||||||||||
Nonqualified Pension Plan | 8 | 25,943 | — |
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
47
|
48
|
Name |
Executive Contributions in 2022
($)
(1)
|
Registrant Contributions in 2022
($)
(2)
|
Aggregate Earnings (Loss) in 2022
($)
|
Aggregate Withdrawals/ Distributions ($)
|
Aggregate Balance at Dec. 31, 2022 ($)
(3)
|
||||||||||||
Bob Frenzel | 84,000 | 37,750 | (13,254) | (81,385) | 325,433 | ||||||||||||
Brian Van Abel | 49,000 | 17,750 | (1,853) | — | 64,897 | ||||||||||||
Brett Carter | 160,833 | 15,483 | (211,641) | — | 2,154,181 | ||||||||||||
Timothy O'Connor
(4)
|
1,819,188 | 19,750 | (1,156,421) | (6,600) | 15,915,300 | ||||||||||||
Amanda Rome | — | — | — | — | — |
Name |
Base Salary
($)
|
Long-Term
Incentive Payout
($)
|
||||||
Bob Frenzel | 84,000 | — | ||||||
Brian Van Abel | 49,000 | — | ||||||
Brett Carter | 160,833 | — | ||||||
Timothy O'Connor | 52,500 | 1,766,688 | ||||||
Amanda Rome | — | — |
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
49
|
50
|
Award | Audience |
Voluntary
Termination
|
Involuntary
Termination With
Cause
|
Involuntary
Termination Without
Cause
|
Retirement | Death or Disability | ||||||||||||||
Performance Shares (Long-Term Plan) | For NEOs who do not meet age and service requirements | Forfeited | Forfeited | Forfeited | Forfeited | Restrictions lapse | ||||||||||||||
For NEOs who are at least age 55 with 10 years of continuous service | Prorated until date of separation, with actual payment dependent upon the achievement of performance goals | Prorated until date of separation, with actual payment dependent upon the achievement of performance goals | Prorated until date of retirement, with actual payment dependent upon the achievement of performance goals | |||||||||||||||||
RSUs
(Long-Term Plan) |
For NEOs who do not meet age and service requirements | Forfeited | Forfeited | Forfeited | Forfeited | Restrictions lapse | ||||||||||||||
For NEOs who are at least age 55 with 10 years of continuous service | Prorated until date of separation | Prorated until date of separation | Prorated until date of retirement | |||||||||||||||||
Retention RSUs
(Long-Term Plan) |
Forfeited | Forfeited | Forfeited; at Board's discretion, units may vest pro-rata based on completed service | Forfeited | Prorated | |||||||||||||||
Restricted Stock (AIP) | All awards | Forfeited | Forfeited | Forfeited | Forfeited | Restrictions lapse |
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
51
|
Name |
Termination
upon Change
in Control
(1)
($)
|
Voluntary
Termination/
Retirement
($)
|
Involuntary
Termination
with Cause
($)
|
Involuntary
Termination
without Cause
($)
|
Death
($)
|
||||||||||||||||||||||||
Bob Frenzel | |||||||||||||||||||||||||||||
Severance payments | 8,100,000 | — | — | 2,700,000 | — | ||||||||||||||||||||||||
Retirement/Pension
(2)
|
546,814 | 102,642 | 102,642 | 246,864 | 102,642 | ||||||||||||||||||||||||
Benefits
(3)
|
254,674 | — | — | 104,891 | — | ||||||||||||||||||||||||
Equity compensation | 14,105,264 |
(4)
|
— | — | — | 14,105,264 |
(5)
|
||||||||||||||||||||||
Total | 23,006,752 | 102,642 | 102,642 | 3,052,755 | 14,207,906 | ||||||||||||||||||||||||
Brian Van Abel | |||||||||||||||||||||||||||||
Severance payments | 3,780,000 | — | — | 1,260,000 | — | ||||||||||||||||||||||||
Retirement/Pension
(2)
|
1,970,610 | 1,077,775 | 1,077,775 | 1,574,791 | 1,077,775 | ||||||||||||||||||||||||
Benefits
(3)
|
141,747 | — | — | 67,249 | — | ||||||||||||||||||||||||
Equity compensation | 3,571,749 |
(4)
|
— | — | — | 3,571,749 |
(5)
|
||||||||||||||||||||||
Total | 9,464,106 | 1,077,775 | 1,077,775 | 2,902,040 | 4,649,524 | ||||||||||||||||||||||||
Brett Carter | |||||||||||||||||||||||||||||
Severance payments | 3,510,000 | — | — | 1,170,000 | — | ||||||||||||||||||||||||
Retirement/Pension
(2)
|
228,220 | 34,078 | 34,078 | 97,553 | 34,078 | ||||||||||||||||||||||||
Benefits
(3)
|
187,055 | — | — | 82,352 | — | ||||||||||||||||||||||||
Equity compensation | 2,951,247 |
(4)
|
— | — | — | 2,951,247 |
(5)
|
||||||||||||||||||||||
Total | 6,876,522 | 34,078 | 34,078 | 1,349,905 | 2,985,325 | ||||||||||||||||||||||||
Timothy O’Connor | |||||||||||||||||||||||||||||
Severance payments | 4,162,500 | — | — | 1,387,500 | — | ||||||||||||||||||||||||
Retirement/Pension
(2)
|
711,854 | 42,367 | 42,367 | 326,196 | 42,367 | ||||||||||||||||||||||||
Benefits
(3)
|
199,513 | — | — | 86,505 | — | ||||||||||||||||||||||||
Equity compensation | 4,392,956 |
(4)
|
1,567,346 |
(5)
|
— | 1,567,346 |
(5)
|
3,760,300 |
(5)
|
||||||||||||||||||||
Total | 9,466,823 | 1,609,713 | 42,367 | 3,367,547 | 3,802,667 | ||||||||||||||||||||||||
Amanda Rome | |||||||||||||||||||||||||||||
Severance payments | 3,240,000 | — | — | 1,080,000 | — | ||||||||||||||||||||||||
Retirement/Pension
(2)
|
239,039 | 62,303 | 62,303 | 120,086 | 62,303 | ||||||||||||||||||||||||
Benefits
(3)
|
139,568 | — | — | 66,523 | — | ||||||||||||||||||||||||
Equity compensation | 2,707,378 |
(4)
|
— | — | — | 2,951,572 |
(5)
|
||||||||||||||||||||||
Total | 6,325,985 | 62,303 | 62,303 | 1,266,609 | 3,013,875 |
Bob Frenzel
($) |
Brian Van Abel
($)
|
Brett Carter
($)
|
Timothy O’Connor
($)
|
Amanda Rome
($)
|
||||||||||||||||
3 Years | 80,673 | 27,747 | 79,056 | 79,515 | 78,819 | |||||||||||||||
1 Year | 26,891 | 9,249 | 26,352 | 26,505 | 26,273 |
52
|
Bob Frenzel
($) |
Brian Van Abel
($) |
Brett Carter
($) |
Timothy O’Connor
($) |
Amanda Rome
($) |
||||||||||||||||
3 Years | 144,000 | 84,000 | 78,000 | 90,000 | 30,750 | |||||||||||||||
1 Year | 48,000 | 28,000 | 26,000 | 30,000 | 10,250 |
Average Summary Compensation Table Total for Non-CEO Named Executive Officers ($)
(3)
|
Average Compensation Actually Paid to Non-CEO Named Executive Officers
($)
(2)(3)
|
Value of Initial Fixed $100 Investment Based on: | ||||||||||||||||||||||||||||||
Year |
Summary Compensation Table Total for CEO Frenzel ($)
(1)
|
Summary Compensation Table Total for CEO Fowke ($)
(1)
|
Compensation Actually Paid to CEO Frenzel ($)
(1)(2)
|
Compensation Actually Paid to CEO Fowke ($)
(1)(2)
|
Total Shareholder Return
($)
|
EEI Electrics Index Total Shareholder Return ($)
(4)
|
Net Income (in Millions) ($)
|
Ongoing EPS ($)
(5)
|
||||||||||||||||||||||||
2022 |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
2021 |
|
|
|
(
|
|
|
|
|
|
|
||||||||||||||||||||||
2020 |
|
|
|
|
|
|
|
|
|
|
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
53
|
Pension-Related Adjustments | Equity-Related Adjustments | |||||||||||||||||||||||||||||||||||||||||||
Year |
Summary Compensation Table "Change in Pension Value" Amount
($)
|
Pension Service Cost
($) |
Summary Compensation Table "Stock Awards" Amount
($)
|
Year-End Fair Value of Awards Granted During the Year that Remain Unvested
($) |
Change in Fair Value of Prior Year Awards Remaining Unvested at Year-End
($)
|
Vest Date Fair Value of Awards Granted and Vested in the Same Year
($)
|
Change in Fair Value of Prior Year Awards that Vested During the Year
($)
|
Fair Value of Prior Year Awards that were Forfeited During the Year
($) |
Aggregate Change in Value
($) |
|||||||||||||||||||||||||||||||||||
CEO Frenzel | 2022 | (69,074) | 102,461 | (7,000,062) | 7,630,421 | (990,476) | — | (51,352) | — | (378,082) | ||||||||||||||||||||||||||||||||||
2021 | (79,491) | 66,693 | (6,300,028) | 5,246,632 | (625,025) | — | (267,883) | — | (1,959,102) | |||||||||||||||||||||||||||||||||||
2020 | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
CEO Fowke | 2022 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
2021 | (511,468) | 316,483 | (9,000,016) | 2,699,427 | (1,287,816) | — | (1,330,120) | (4,598,660) | (13,712,170) | |||||||||||||||||||||||||||||||||||
2020 | (4,369,635) | 2,378,183 | (8,527,534) | 14,588,015 | 8,048,923 | — | 1,566,760 | — | 13,684,712 | |||||||||||||||||||||||||||||||||||
Non-CEO Named Executive Officers | 2022 | (42,319) | 87,794 | (1,951,315) | 2,105,225 | 99,760 | — | (19,556) | — | 279,589 | ||||||||||||||||||||||||||||||||||
2021 | (127,052) | 74,793 | (1,436,602) | 1,234,089 | (235,528) | — | (103,410) | — | (593,710) | |||||||||||||||||||||||||||||||||||
2020 | (197,255) | 56,624 | (1,339,531) | 1,883,245 | 550,712 | — | 192,145 | — | 1,145,580 |
We have listed to the left the most important financial performance measures used to link CAP and Company performance for fiscal year 2022 as further described in our CD&A.
|
|||||||||||
Most Important Performance Measures
|
|||||||||||
•
Electric System Reliability (SAIDI)
•
Safety (public and employee)
•
Carbon Dioxide Emissions Reduction
•
Customer Satisfaction
|
•
Diversity, Equity and Inclusion
•
Relative Total Shareholder Return
•
Earnings Per Share
|
||||||||||
54
|
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
55
|
Plan Category |
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding Securities
Reflected in the
First Column)
|
|||||||||||
Equity compensation plans approved by security holders
(1)
|
7,569,215 | n/a | 3,199,838 | |||||||||||
Equity compensation plans not approved by security holders | n/a | n/a | — |
(2)
|
Plan Category |
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in the
First Column)
|
|||||||||||||||||
Xcel Energy Inc. Amended and Restated 2015 Omnibus Incentive Plan | 7,248,963 |
(3)
|
n/a | 3,199,838 |
(4)
|
|||||||||||||||
Xcel Energy Director Stock Equivalent Program for Non-Employee Directors
|
320,252 | n/a | — |
(5)
|
DIRECTOR COMPENSATION |
56
|
Name |
Fees Earned or Paid in Cash ($)
(1)
|
Stock Awards ($)
(1)(2)
|
Total
($)
|
|||||||||||
Megan Burkhart
(3)
|
— | 207,824 | 207,824 | |||||||||||
Lynn Casey | — | 298,000 | 298,000 | |||||||||||
Netha Johnson | 115,000 | 160,000 | 275,000 |
|
||||||||||
Patricia Kampling
|
57,500 | 229,000 | 286,500 | |||||||||||
George Kehl | 125,000 | 160,000 | 285,000 | |||||||||||
Richard O’Brien | — | 340,000 | 340,000 | |||||||||||
Charles Pardee
|
— | 334,000 | 334,000 | |||||||||||
Christopher Policinski | — | 334,000 | 334,000 | |||||||||||
James Prokopanko | 135,000 | 160,000 | 295,000 | |||||||||||
David Westerlund
(4)
|
— | 57,280 | 57,280 | |||||||||||
Kim Williams | 130,000 | 160,000 | 290,000 | |||||||||||
Timothy Wolf
(4)
|
— | 57,280 | 57,280 | |||||||||||
Daniel Yohannes | 125,000 | 160,000 | 285,000 |
Name |
Cash ($)
|
Stock Equivalent Units (#)
|
||||||
Megan Burkhart | 65,591 | 1,126 | ||||||
Lynn Casey | 115,000 | 1,972 | ||||||
Patricia Kampling
|
57,500 | 986 | ||||||
Richard O’Brien | 150,000 | 2,573 | ||||||
Charles Pardee
|
145,000 | 2,487 | ||||||
Christopher Policinski | 145,000 | 2,487 | ||||||
David Westerlund | 57,280 | 816 | ||||||
Timothy Wolf | 57,280 | 816 |
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
57
|
Name |
Stock Equivalent Units (#)
|
Name |
Stock Equivalent Units (#)
|
Name |
Stock Equivalent Units (#)
|
||||||||||||||||||
Megan Burkhart
|
3,136 | George Kehl | 7,043 | James Prokopanko | 26,165 | ||||||||||||||||||
Lynn Casey
|
21,469 | Richard O'Brien | 68,196 | Kim Williams | 93,841 | ||||||||||||||||||
Netha Johnson | 7,043 |
Charles Pardee
|
6,095 | Daniel Yohannes | 10,532 | ||||||||||||||||||
Patricia Kampling
|
4,921 | Christopher Policinski | 116,092 |
PROPOSAL NO. 4
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
![]() |
The Board recommends a vote
"FOR"
the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2023.
|
58
|
REPORT OF THE AUDIT COMMITTEE |
Audit Committee
|
||||||||
Richard O’Brien, Chair | Charles Pardee | |||||||
Megan Burkhart |
Daniel Yohannes
|
|||||||
Patricia Kampling |
INDEPENDENT AUDITORS |
2022 | 2021 | |||||||||||||
Audit Fees
(1)
|
$ | 5,242 | $ | 5,058 | ||||||||||
Audit-Related Fees
(2)
|
1,012 | 471 | ||||||||||||
Tax Fees
(3)
|
264 | 216 | ||||||||||||
All Other Fees
(4)
|
17 | 3 | ||||||||||||
Total | $ | 6,535 | $ | 5,748 |
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
59
|
RELATED PERSON TRANSACTIONS |
60
|
OWNERSHIP OF SECURITIES |
Name of Beneficial Owner | Principal Position |
Common
Stock
|
Restricted
Stock
|
Total
Shares
Beneficially
Owned
|
Stock
Equivalents
(1)
|
||||||||||||||||||
Megan Burkhart | Director | — | — | — | 3,159 | ||||||||||||||||||
Lynn Casey | Director | 1,133 | — | 1,133 | 21,623 | ||||||||||||||||||
Netha Johnson | Director | 531 | — | 531 | 7,094 | ||||||||||||||||||
Patricia Kampling | Director | 3,739 | — | 3,739 | 4,957 | ||||||||||||||||||
George Kehl | Director | 554 | — | 554 | 7,094 | ||||||||||||||||||
Richard O’Brien | Director | 11,366 | — | 11,366 | 68,685 | ||||||||||||||||||
Charles Pardee | Director | 6,379 | — | 6,379 | 6,139 | ||||||||||||||||||
Christopher Policinski | Director | 2,000 | — | 2,000 | 116,924 | ||||||||||||||||||
James Prokopanko | Director | 1,000 | — | 1,000 | 26,353 | ||||||||||||||||||
Kim Williams | Director | 7,549 | — | 7,549 | 94,514 | ||||||||||||||||||
Daniel Yohannes | Director | 7,263 | — | 7,263 | 10,608 | ||||||||||||||||||
Bob Frenzel |
Chairman, President and Chief Executive Officer
|
121,909 | — | 121,909 | — | ||||||||||||||||||
Brian Van Abel | Executive Vice President, Chief Financial Officer | 43,329 | — | 43,329 | — | ||||||||||||||||||
Brett Carter | Executive Vice President, Group President, Utilities and Chief Customer Officer | 37,866 | — | 37,866 | 26,767 | ||||||||||||||||||
Timothy O'Connor | Executive Vice President, Chief Operations Officer | 22,123 | — | 22,123 | 52,663 | ||||||||||||||||||
Amanda Rome | Executive Vice President, Chief Legal and Compliance Officer | 20,907 | 1,971 | 22,878 | — | ||||||||||||||||||
Directors and Executive Officers as a group (18 persons) | 316,988 | 1,971 | 318,959 | 448,238 |
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
61
|
Name and Address of Beneficial Owner |
Number of Shares
Beneficially Owned
|
Percent
of Class
|
||||||
The Vanguard Group
(1)
100 Vanguard Blvd.
Malvern, PA 19355
|
52,686,110 | 9.63% | ||||||
BlackRock, Inc.
(2)
55 East 52nd Street
New York, NY 10055
|
49,879,868 | 9.10% | ||||||
JPMorgan Chase & Co.
(3)
383 Madison Avenue
New York, NY 10179
|
32,249,375 | 5.80% | ||||||
State Street Corporation
(4)
State Street Financial Center
One Lincoln Street
Boston, MA 02111
|
30,596,919 | 5.59% |
62
|
QUESTIONS AND ANSWERS ABOUT
THE ANNUAL MEETING AND VOTING |
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
63
|
![]() |
By Internet |
Go to the website at
www.proxyvote.com
, 24 hours a day, seven days a week. You will need the control number that appears on your proxy card or on your Notice of Internet Availability of Proxy Materials.
|
||||||
![]() |
By Telephone |
Call 1-800-690-6903, 24 hours a day, seven days a week. You will need the control number that appears on your proxy card.
|
||||||
![]() |
By Mail | If you received a full paper set of materials, date and sign your proxy card exactly as your name appears on your proxy card and mail it in the postage-paid envelope provided. If you received a Notice of Internet Availability of Proxy Materials, you may request a proxy card by following the instructions in your Notice. You do not need to mail the proxy card if you are voting by internet or telephone. | ||||||
![]() |
During the Meeting |
Go to
www.virtualshareholdermeeting.com/XEL2023
. You will need the control number that appears on your proxy card or on your Notice of Internet Availability of Proxy Materials.
|
64
|
If You Are: | Voting By: | Your Vote Must Be Received: | ||||||
A record holder |
•
Mail
|
•
Prior to the annual meeting
|
||||||
•
Internet or telephone
|
•
By 11:59 p.m., eastern time, on May 23, 2023
|
|||||||
•
Internet during the meeting
|
•
Prior to closing of the polls
|
|||||||
A street name holder |
•
Mail
|
•
Prior to the annual meeting
|
||||||
•
Internet or telephone
|
•
By 11:59 p.m., eastern time, on May 23, 2023
|
|||||||
A participant in a Company Plan
|
•
Mail
|
•
By May 21, 2023
|
||||||
•
Internet or telephone
|
•
By 11:59 p.m., eastern time, on May 21, 2023
|
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
65
|
66
|
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
67
|
EXHIBIT A |
2005 | 2006 | 2007 | 2008 | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 |
2015
(1)
|
2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | |||||||||||||||||||||||||||||||||||||||
GAAP EPS | $1.23 | $1.36 | $1.35 | $1.46 | $1.48 | $1.62 | $1.72 | $1.85 | $1.91 | $2.03 | $1.94 | $2.21 | $2.25 | $2.47 | $2.64 | $2.79 | $2.96 | $3.17 | ||||||||||||||||||||||||||||||||||||||
Discontinued
Operations |
(0.03) | (0.01) | — | — | 0.01 | (0.01) | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
Continuing
Operations |
1.20 | 1.35 | 1.35 | 1.46 | 1.49 | 1.61 | 1.72 | 1.85 | 1.91 | 2.03 | 1.94 | 2.21 | 2.25 | 2.47 | 2.64 | 2.79 | 2.96 | $3.17 | ||||||||||||||||||||||||||||||||||||||
PSRI-COLI | (0.05) | (0.05) | 0.08 | (0.01) | 0.01 | (0.03) | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
Prescription Drug
Tax Benefit |
— | — | — | — | — | 0.04 | — | (0.03) | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
SPS FERC Order | — | — | — | — | — | — | — | — | 0.04 | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
Loss on Monticello
LCM/EPU Project |
— | — | — | — | — | — | — | — | — | — | 0.16 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
Impact of Tax Cuts
and Jobs Act |
— | — | — | — | — | — | — | — | — | — | — | — | 0.05 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||
Ongoing
EPS |
$1.15 | $1.30 | $1.43 | $1.45 | $1.50 | $1.62 | $1.72 | $1.82 | $1.95 | $2.03 | $2.09 | $2.21 | $2.30 | $2.47 | $2.64 | $2.79 | $2.96 | $3.17 |
BUILDING THE FUTURE
PROXY STATEMENT 2023
|
A-1
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Suppliers
Supplier name | Ticker |
---|---|
American Electric Power Company, Inc. | AEP |
CMS Energy Corporation | CMS |
Duke Energy Corporation | DUK |
General Electric Company | GE |
PG&E Corporation | PCG |
PPL Corporation | PPL |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|