HORIZON BOUND |
Today, 2030 no longer seems far away. In only eight years, we are set to achieve critical clean energy milestones. We expect to provide customers electricity with 80% lower carbon emissions. We plan to power 1.5 million electric vehicles, and the natural gas that heats our customers' homes will be 25% cleaner, distributed from a system with net-zero methane emissions. We are also focused on a workplace that is safe, where employees are valued for their innovation and diversity. Every day we deliver for our customers with an eye toward the horizon and a better energy future. |
LETTER FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER |
LETTER FROM THE LEAD INDEPENDENT DIRECTOR |
NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS | ![]() 414 Nicollet Mall Minneapolis, MN 55401 |
Meeting Information | Voting Information | |||||||
![]() | Time and Date 11:00 a.m. Central Time May 18, 2022 | •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 vote on 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 these 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 comparable rights as 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 65 to 67 of the proxy statement. | ||||||
![]() | How to Attend Via the internet at www.virtualshareholdermeeting.com/XEL2022. There will be no physical meeting location. | |||||||
![]() | Record Date Holders of record of our common stock as of March 21, 2022 are entitled to receive notice of and vote at the meeting. | |||||||
![]() | Mailing Date These proxy materials and our 2021 Annual Report are being mailed or made available to our shareholders on April 5, 2022. |
Annual Meeting Agenda | ||||||||
Proposals 1.Election of 11 director nominees named in the proxy statement 2.Approval of our executive compensation in an advisory vote 3.Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2022 4.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. | ||||||||
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 18, 2022: Our 2022 Proxy Statement and Annual Report are available free of charge at www.proxyvote.com. | |||||
TABLE OF CONTENTS |
Board Practices | ||||||||
Sustainability and ESG Oversight | ||||||||
Governing Documents and Proxy Access | ||||||||
A-1 | ||||||||
Forward-Looking Statements |
Xcel Energy’s website address is www.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 25 | ||||||||||||||
2 | Advisory Vote on Executive Compensation Our executive compensation program is market based, performance driven and aligned with shareholder interests. | FOR | Page 33 | ||||||||||||||
3 | Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2022 All independence standards have been met and sound practices are employed to ensure strong, independent financial governance. | FOR | Page 60 | ||||||||||||||
![]() | How to Vote If you held shares of Xcel Energy common stock as of the record date (March 21, 2022), 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/XEL2022. You will need the control number that appears on your proxy card or on your Notice of Internet Availability of Proxy Materials. |
![]() | About Xcel Energy We are not waiting for the future. We are busy building it. | ||||
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CONNECTED | COMMITTED | SAFE | TRUSTWORTHY |
LEAD THE CLEAN ENERGY TRANSITION | ENHANCE THE CUSTOMER EXPERIENCE | KEEP BILLS LOW | ||||||
2 |
![]() | Environmental, Social and Governance Leadership We continue to deliver on our sustainability goals, advancing our strategic priorities and building long-term value. | ||||
50% Carbon Emissions Reduced 2005-2021 | Changing Energy Mix Well over 60% of energy projected to be from renewables by 2030, with full exit from coal by 2034. | Responsible Transition Energy plans for Colorado and the Upper Midwest are expected to reduce carbon emissions by more than 85% by 2030 while supporting employees and communities impacted by coal retirements. Through community partnership and advanced planning, we help sustain local tax base and offer employees retraining and relocation opportunities. We have closed seven coal plants to date with no layoffs. | |||||||||||||||
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(1)Carbon free includes nuclear, wind, solar and other renewables; other energy includes coal and natural gas. | |||||||||||||||||
Sulfur Dioxide | Nitrogen Oxides | Mercury | Coal Ash | Water Consumption | ||||||||||
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82% | 82% | 91% | 55% | 29% |
Keeping Bills Low Since 2013, we have kept average residential bill increases below 1% annually by diligently controlling operating and maintenance expenses and investing in economic renewables that save customers money. | ![]() | ![]() | ![]() | ||||||||
> 60,000 electric vehicles powered in our service area and ~1,200 charging ports installed as we launched new programs for all types of customers | > 300,000 smart meters installed with plans for > 1 million in 2022, providing customers with more control and improved reliability | $1 billion in investment and 5,000 jobs added in communities through 20 economic development projects | |||||||||
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6% h female 5% h diverse representation among senior leadership in the last three years(3) | 100% employees trained on unconscious bias and microinequities | > 30% executive sponsorship participants promoted or accepted positions that support their career aspirations | ~13% spent with diverse suppliers on goods and services, totaling $560 million | ||||||||
(3) Senior leadership includes vice presidents and above; diverse refers to ethnicity and race. |
The Governance, Compensation and Nominating ("GCN") Committee has primary board responsibility for environmental, social and governance ("ESG") issues and risks. Our Chief Sustainability Officer, who reports to the CEO, is responsible for sustainability and ESG-related policy, strategy, governance and reporting. Please see Sustainability and ESG Oversight on pages 21 to 22 for further information. | ||
HORIZON BOUND PROXY STATEMENT 2022 | 3 |
![]() | 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 •Human capital management | •Risk management •Cybersecurity •Operational excellence and resiliency | •Clean energy and climate leadership •Advanced energy technologies •Customer affordability | ||||||
23% female | 15% ethnically and racially diverse | 92% independent | 7 years average tenure | 96% average attendance at Board and committee meetings |
4 |
![]() | Financial Results A sound strategy and disciplined execution allow us to consistently deliver positive results for shareholders, customers and policymakers alike. | ||||
From 2020 to 2021 | 2005 to 2021 CAGR(1) | Deliver long-term annual EPS growth of 5-7% •Met or exceeded ongoing EPS guidance for 17 consecutive years, with 15 years in the mid to high range of guidance •Increased dividend for 18 consecutive years | ||||||||||||
Ongoing EPS Growth(2) | 6.1% | 6.1% | ||||||||||||
Dividend Growth | 6.4% | 4.8% | ||||||||||||
Stock Price Increase(3) | 1.5% | 8.5% | ||||||||||||
Capital Forecast 2022-2026 | ||||||||||||||
![]() | ![]() | Colorado and Minnesota resource plans include ~10 gigawatts of new renewables over the next decade, with significant transmission investment anticipated to enable those resources. | ||||||||||||
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HORIZON BOUND PROXY STATEMENT 2022 | 5 |
![]() | 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 executive compensation variable and at risk | Motivates achievement of financial, operational and environmental goals, set at levels that are challenging yet achievable |
Bob Frenzel, CEO | ||
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All Other Current NEOs (average) | ||
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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 |
6 |
CORPORATE GOVERNANCE |
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 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 qualify as audit committee financial experts and meet independence standards under the requirements of Nasdaq and the SEC. |
HORIZON BOUND PROXY STATEMENT 2022 | 7 |
Risk Management | Regular updates on enterprise risks are provided to the Board, which then assigns new and emerging risks 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 with 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. |
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 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. |
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 of 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 contributions exceeding $25,000 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. |
8 |
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. | |||||
Consults and communicates with major shareholders, if requested. | |||||
Develops and maintains a process for CEO and Board succession planning with the GCN Committee. | |||||
HORIZON BOUND PROXY STATEMENT 2022 | 9 |
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 |
10 |
Board of Directors | ||
Overall identification, management and mitigation of risk, with a focus on strategic risks | ||
HORIZON BOUND PROXY STATEMENT 2022 | 11 |
Name | Audit Committee(1)(2) | Finance Committee(3) | GCN Committee(2) | ONES Committee(3) | ||||||||||
Lynn Casey | ![]() | ![]() | ||||||||||||
Netha Johnson | ![]() | ![]() | ||||||||||||
Patricia Kampling | ![]() | ![]() | ||||||||||||
George Kehl | ![]() ![]() | ![]() | ||||||||||||
Richard O’Brien | ![]() ![]() | ![]() | ||||||||||||
Charles Pardee | ![]() | ![]() | ||||||||||||
Christopher Policinski | ![]() | |||||||||||||
James Prokopanko | ![]() | ![]() | ||||||||||||
David Westerlund | ![]() | ![]() | ||||||||||||
Kim Williams | ![]() | ![]() | ||||||||||||
Timothy Wolf | ![]() ![]() | ![]() | ||||||||||||
Daniel Yohannes | ![]() | ![]() | ||||||||||||
Meetings in 2021 | 6 | 4 | 4 | 4 |
![]() | Financial Expert | ||||
![]() | Committee Chair | ||||
![]() | Committee Member |
12 |
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 diversity, equity and inclusion. •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 | ![]() | ONES Committee | ![]() | |||||||||||
•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 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. |
HORIZON BOUND PROXY STATEMENT 2022 | 13 |
Written Surveys Each director completes an evaluation on the operation of the Board and committees on which the director serves. | ![]() | Interviews The Lead Independent Director interviews each board member to solicit additional feedback. | ![]() | Board Discussion Results of the Board and committee assessments are provided to the directors and discussed at Board and committee meetings. | ![]() | Feedback Incorporated Input and feedback from the evaluation process are incorporated into Board practices. | ||||||||||||||
14 |
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 2018-2022 | ||||||||||||||||||||||||||||||||||||||
![]() | Outreach | ![]() | 2021 Engagement Topics | ![]() | Transparency | ||||||||||||||||||
•Investor conferences and non-deal roadshows. In 2021, we: •Participated in 20 events •Conducted ~180 meetings with ~400 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 diversity, equity and inclusion •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 diversity, equity and inclusion •Diversity, equity and inclusion brief •Workforce representation disclosures, including EEO-1 Report |
HORIZON BOUND PROXY STATEMENT 2022 | 15 |
16 |
Leadership & Strategy | ||||||||
![]() 100% Directors with leadership and strategy experience | 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. Each of our directors brings leadership and strategy experience to the Board. Specialized expertise includes: Fortune 500 Company CEO Experience (Frenzel, O’Brien, Policinski, Prokopanko) Legal, Governance and Policy Expertise (Frenzel, Kampling, Kehl, O’Brien, Prokopanko, Williams, Yohannes) Human Resource Management and Executive Compensation Experience (Casey, Frenzel, Kampling, O’Brien, Policinski, Prokopanko, Williams) |
Risk Management | ||||||||
![]() 100% Directors with risk management experience | 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. All director nominees have experience in identifying and executing processes to mitigate risk. |
Finance | ||||||||
![]() 91% Directors with financial experience | 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. Directors Frenzel, Johnson, Kampling, Kehl, O’Brien, Pardee, Policinski, Prokopanko, Williams and Yohannes bring this expertise to our Board. Specialized expertise includes: Audit Committee Financial Expert (Kehl, O’Brien) Investment Oversight Expertise (Frenzel, Johnson, Kampling, Kehl, O’Brien, Pardee, Policinski, Prokopanko, Williams, Yohannes) Chief Financial Officer Experience (Frenzel, Kampling, O’Brien) | |||||||
HORIZON BOUND PROXY STATEMENT 2022 | 17 |
Regulated Industry | ||||||||
![]() 82% Directors with regulated industry experience | 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. Directors Frenzel, Kampling, Kehl, O’Brien, Pardee, Policinski, Prokopanko, Williams and Yohannes have experience with companies where all or part of the business is highly regulated. Specific expertise includes: Utility and Energy Sector Experience (Frenzel, Kampling, O’Brien, Pardee, Yohannes) Nuclear Leadership and Expertise (Frenzel, Pardee) Government Experience (Yohannes) | |||||||
Environmental | ||||||||
![]() 82% Directors with environmental experience | 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. Directors Frenzel, Johnson, Kampling, O’Brien, Pardee, Policinski, Prokopanko, Williams and Yohannes have experience in environmental regulation or project siting. | |||||||
Customer & Community | ||||||||
![]() 100% Directors with customer and community engagement experience | 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. Each of our directors brings experience in this area, ranging from extensive community involvement through non-profit, business and civic organizations, to specific expertise in consumer products industries. Specific experience includes: Non-Profit Board Governance (All director nominees) Consumer-Facing Business Experience (Casey, Frenzel, Johnson, Kampling, Policinski) |
18 |
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. | ![]() 91% Directors are independent |
Casey | Frenzel | Johnson | Kampling | Kehl | O'Brien | Pardee | Policinski | Prokopanko | Westerlund* | Williams | Wolf* | Yohannes | ||||||||||||||||||||||||||||||||
African American or Black | ![]() | ![]() | ||||||||||||||||||||||||||||||||||||||||||
Alaskan Native or Native American | ||||||||||||||||||||||||||||||||||||||||||||
Asian | ||||||||||||||||||||||||||||||||||||||||||||
Hispanic or Latinx | ||||||||||||||||||||||||||||||||||||||||||||
Native Hawaiian or Pacific Islander | ||||||||||||||||||||||||||||||||||||||||||||
White | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | |||||||||||||||||||||||||||||||||
Two or More Races or Ethnicities | ||||||||||||||||||||||||||||||||||||||||||||
Male | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ||||||||||||||||||||||||||||||||||
Female | ![]() | ![]() | ![]() | |||||||||||||||||||||||||||||||||||||||||
Age | 66 | 51 | 51 | 62 | 63 | 68 | 62 | 63 | 68 | 71 | 66 | 68 | 69 | |||||||||||||||||||||||||||||||
Tenure | 3 | <1 | 2 | 1 | 2 | 9 | 1 | 12 | 6 | 15 | 12 | 15 | 5 |
HORIZON BOUND PROXY STATEMENT 2022 | 19 |
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 13 directors whose tenure is shown in the graphic to the left. If all 11 directors standing for election at the annual meeting are elected, the average director tenure will decrease to 5.29 years, and the number of directors included in the "11 to 15 years" category will decrease to two. 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. Messrs. Westerlund and Wolf will have 15 years of Board service by the date of the annual meeting so they will not be standing for re-election in accordance with our term limit policy. Over the past five years, the Board has recommended six new directors and seven directors have left the Board. | ||||||||
7 Years Average Director Tenure | ||||||||
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Additions | Departures | ||||||||||||||||
2021 | 2020 | 2018 | 2022* | 2021 | 2020 | ||||||||||||
Bob Frenzel | Netha Johnson | Lynn Casey | David Westerlund« | Ben Fowke | Richard Davis | ||||||||||||
Patricia Kampling | Tim Wolf« | David Owensw | A. Patricia Sampson | ||||||||||||||
George Kehl | James Sheppardw | ||||||||||||||||
Charles Pardee |
20 |
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 www.xcelenergy.com under "Company—Investors—ESG." | ||||
Our most recent Sustainability Report, published in June 2021, marks the 16th 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 www.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 plans 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, with long-term compensation currently 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 | ||||||||
HORIZON BOUND PROXY STATEMENT 2022 | 21 |
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, Planning and External Affairs: sustainability strategy, governance and reporting, environmental strategy and performance and energy and public policy, including political contributions disclosure and resource planning •Risk, Audit and Compliance: risk management, corporate policies and ethics and compliance, including Code of Conduct •General Counsel: corporate governance, disclosure and regulatory efforts that support our goals •Generation: power production, environmental performance and regulatory efforts that support the clean energy transition •Operations: customer electricity and natural gas service, safety, affordability and reliability •Customer and Innovation: energy efficiency and conservation, electrification and electric vehicles, customer programs and satisfaction, economic development, security and emerging technology •Human Resources: workforce strategy and development, DEI initiatives, labor practices, public and employee safety, the Xcel Energy Foundation and employee engagement programs •Financial Operations: capital project governance, compliance, budget and cost management, affordability, investor relations and disclosure | ||||||||
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 support sustainability initiatives and work to address energy and policy issues, such as climate change, environmental justice, social equity and the responsible transition 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 and reliability •Community giving and volunteer programs are implemented with local nonprofit organizations, with a focus on environmental stewardship, economic sustainability, access to the arts and culture and science, technology, engineering and math education to build our future workforce, both for our Company and communities | ||||||||
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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 |
Representation | Female | Ethnically Diverse | ||||||
Board of Directors(1) | 23% | 15% | ||||||
CEO direct reports(1) | 36% | 18% | ||||||
Management | 22% | 11% | ||||||
Employees | 24% | 17% | ||||||
New hires | 39% | 26% | ||||||
Interns (hired throughout 2021) | 34% | 27% |
HORIZON BOUND PROXY STATEMENT 2022 | 23 |
•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 |
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PROPOSAL NO. 1 | ||
ELECTION OF DIRECTORS |
![]() | The Board recommends a vote "FOR" the election to the Board of each of the following nominees. |
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 66 Director since 2018 Committees •Finance •ONES | ||||||||
HORIZON BOUND PROXY STATEMENT 2022 | 25 |
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. Previous 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 as well as our 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 51 Director since 2021 Committees •None | ||||||||
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 51 Director since 2020 Committees •Finance •ONES | ||||||||
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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 62 Director since 2020 Committees •Finance •GCN | ||||||||
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 63 Director since 2020 Committees •Audit •Finance | ||||||||
HORIZON BOUND PROXY STATEMENT 2022 | 27 |
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 •Pretium Resources Inc. (2019 to March 2022) | |||||||
Age 68 Director since 2012 Committees •Audit (Chair) •ONES | ||||||||
Charles Pardee President, Terrestrial Energy, USA | ||||||||
![]() | Director Qualifications and Experience Mr. Pardee is the President of Terrestrial Energy, USA, a nuclear technology company. Mr. Pardee 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 (2013 to 2017) •Executive Vice President, Chief Generation Officer, Tennessee Valley Authority, a federally owned corporation that provides navigation, flood control, electricity generation, fertilizer manufacturing and economic development to the Tennessee Valley (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 62 Director since 2020 Committees •Audit •ONES (Chair) | ||||||||
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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 63 Director since 2009 Lead Independent Director since 2016 Committee •GCN | ||||||||
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, trading, purchasing and distributing grain and other agricultural commodities (1999 to 2006) Other Public Company Boards •Regions Financial (Since 2016) •Vulcan Materials Company (Since 2009) | |||||||
Age 68 Director since 2015 Committees •GCN (Chair) •ONES | ||||||||
HORIZON BOUND PROXY STATEMENT 2022 | 29 |
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 66 Director since 2009 Committees •Finance (Chair) •GCN | ||||||||
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 US 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 69 Director since 2017 Committees •Audit •Finance | ||||||||
30 |
OWNERSHIP OF SECURITIES |
Name of Beneficial Owner | Principal Position | Common Stock | Restricted Stock | Total Shares Beneficially Owned | Stock Equivalents(1) | ||||||||||||||||||
Lynn Casey | Director | 1,130 | — | 1,130 | 16,949 | ||||||||||||||||||
Netha Johnson | Director | 531 | — | 531 | 4,771 | ||||||||||||||||||
Patricia Kampling | Director | 3,739 | — | 3,739 | 1,723 | ||||||||||||||||||
George Kehl | Director | 538 | — | 538 | 4,771 | ||||||||||||||||||
Richard O’Brien | Director | 9,230 | — | 9,230 | 64,213 | ||||||||||||||||||
Charles Pardee | Director | 4,243 | — | 4,243 | 3,517 | ||||||||||||||||||
Christopher Policinski | Director | 2,000 | — | 2,000 | 109,052 | ||||||||||||||||||
James Prokopanko | Director | 1,000 | — | 1,000 | 23,486 | ||||||||||||||||||
David Westerlund | Director | 7,750 | — | 7,750 | 145,216 | ||||||||||||||||||
Kim Williams | Director | 7,403 | — | 7,403 | 91,845 | ||||||||||||||||||
Timothy Wolf | Director | 1,300 | (2) | — | 1,300 | (2) | 76,596 | ||||||||||||||||
Daniel Yohannes | Director | 6,195 | — | 6,195 | 9,247 | ||||||||||||||||||
Bob Frenzel | Chairman, President and Chief Executive Officer | 100,201 | — | 100,201 | — | ||||||||||||||||||
Brian Van Abel | Executive Vice President, Chief Financial Officer | 33,825 | — | 33,825 | — | ||||||||||||||||||
Brett Carter | Executive Vice President, Group President, Utilities and Chief Customer Officer | 38,916 | — | 38,916 | 12,734 | ||||||||||||||||||
Timothy O'Connor | Executive Vice President, Chief Operations Officer | 15,180 | — | 15,180 | 75,388 | ||||||||||||||||||
Amanda Rome | Executive Vice President, Chief Legal and Compliance Officer | 7,547 | 3,409 | 10,956 | — | ||||||||||||||||||
Ben Fowke | Former Chairman and Chief Executive Officer | 138,795 | — | 138,795 | 78,529 | ||||||||||||||||||
Directors and Current Executive Officers as a group (19 persons) | 270,902 | 3,409 | 274,311 | 640,533 |
HORIZON BOUND PROXY STATEMENT 2022 | 31 |
Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percent of Class | ||||||
BlackRock, Inc.(1) 55 East 52nd Street New York, NY 10055 | 54,190,364 | 10.10% | ||||||
The Vanguard Group(2) 100 Vanguard Blvd. Malvern, PA 19355 | 48,780,248 | 9.06% | ||||||
JPMorgan Chase & Co.(3) 383 Madison Avenue New York, NY 10179 | 31,322,269 | 5.80% | ||||||
State Street Corporation(4) State Street Financial Center One Lincoln Street Boston, MA 02111 | 27,639,699 | 5.13% |
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![]() | The Board recommends a vote "FOR" approval of the advisory vote on compensation. |
HORIZON BOUND PROXY STATEMENT 2022 | 33 |
COMPENSATION DISCUSSION AND ANALYSIS |
![]() | Financial Results | •Consistently delivered a competitive total shareholder return ("TSR") •Met or exceeded ongoing EPS guidance for 17 consecutive years, with 14 years in the mid to high range of guidance •Increased our dividend for 18 consecutive years | ||||||
![]() | 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 •Delivered on a new incentive-based metric for diversity, equity and inclusion, focusing on diverse interview panels, executive sponsorship and employee feedback on inclusion in the workplace •Disclosed our Form EEO-1 for the first time | ||||||
![]() | Lead the Clean Energy Transition | •Reduced carbon emissions 50% since 2005 and remain on track to achieve 80% carbon reduction by 2030, with a projected energy mix that is well over 60% renewable by 2030 and the full exit of coal by 2034 •29% lower water consumption since 2005, with goal to reduce consumption 70% by 2030 •Extended clean energy vision to the natural gas business, committing to reduce greenhouse gas emissions 25% by 2030 and deliver net-zero natural gas by 2050 across supply, distribution and customer use | ||||||
![]() | Enhance the Customer Experience | •More than 60,000 electric vehicles powered in our service area and 1,200 charging ports installed as new programs launched for all types of customers •Over 300,000 smart meters installed with plans to install more than 1 million in 2022, providing greater efficiency, reliability and cleaner electricity •94% of customers' power was restored within 24 hours following severe weather events | ||||||
![]() | Keep Bills Low | •Kept average residential bill increases below 1% annually since 2013 •Continued to control operating and maintenance expenses, while prudently investing and reducing costs through ongoing process and technology improvements •Added over 3,600 megawatts of owned wind power since 2017, delivering more than $1.8 billion in customer savings |
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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 financial, operational and stock price performance goals | •Enables us to attract and retain talented leaders •Compares us to an industry peer group | •Focuses on long-term shareholder value •Aligns executive interests with those of shareholders 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 •Align executive compensation with shareholder returns 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 | •Require shares to be held until stock ownership guidelines achieved •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 |
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 17 years | 2014 Our current carbon emissions reduction goal has been in place for the past eight years | 2021 DE&I metric added as a key performance indicator as part of our corporate scorecard and annual incentive plan | |||||||||||||||||
HORIZON BOUND PROXY STATEMENT 2022 | 35 |
![]() | 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 2021 Annual Meeting, 95% 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. |
2021 Peer Group Companies | |||||||||||
Ameren Corporation American Electric Power Company CenterPoint Energy CMS Energy Corporation Consolidated Edison | Dominion Energy DTE Energy Company Duke Energy Corporation Edison International Entergy Corporation | Evergy, Inc. Eversource Energy Exelon Corporation FirstEnergy Corp. NextEra Energy | PPL Corporation Public Service Enterprise Group Incorporated Sempra Energy The Southern Company WEC Energy Group | ||||||||
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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. |
Bob Frenzel, CEO | ||
![]() |
All Other Current NEOs (average) | ||
![]() |
HORIZON BOUND PROXY STATEMENT 2022 | 37 |
Long-Term Incentive Targets | |||||||||||||||||
Named Executive Officer | Annualized Base Salary ($) | Annual Incentive Target (% of Base Salary)(1) | Performance Shares ($) | Restricted Stock Units ($) | Total ($) | ||||||||||||
Bob Frenzel, Chairman, President and CEO(2) | 1,200,000 | 125% | 5,040,000 | 1,260,000 | 9,000,000 | ||||||||||||
Brian Van Abel, Executive Vice President, Chief Financial Officer | 650,000 | 75% | 1,240,000 | 310,000 | 2,687,500 | ||||||||||||
Brett Carter, Executive Vice President, Group President, Utilities and Chief Customer Officer(3) | 580,000 | 80% | 900,000 | 225,000 | 2,169,000 | ||||||||||||
Timothy O'Connor, Executive Vice President, Chief Operations Officer(4) | 750,000 | 85% | 1,240,000 | 310,000 | 2,937,500 | ||||||||||||
Amanda Rome, Executive Vice President, Chief Legal and Compliance Officer | 570,000 | 75% | 840,000 | 210,000 | 2,047,500 | ||||||||||||
Ben Fowke, Former Chairman and CEO(5) | 1,350,000 | 140% | 7,200,000 | 1,800,000 | 12,240,000 |
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Key Performance Indicator | Threshold Performance | Target Performance | Maximum Performance | 2021 Actual Performance | % Payout | % Weight | Weighted Calculation | |||||||||||||||||||
Customer Satisfaction (J.D. Power residential survey) | 747 | 762 | 777 | 752 | 66.67% | 20% | 13.33% | |||||||||||||||||||
Public Safety (gas emergency response) | 91% | 96% | 99% | 96% | 100.00% | 20% | 20.00% | |||||||||||||||||||
Electric System Reliability (SAIDI) | 100 | 92 | 84 | 95 | 81.25% | 20% | 16.25% | |||||||||||||||||||
Employee Safety (safety culture) | 82 | 85-87 | 88 | 84 | 50.00% | (1) | 20% | 10.00% | ||||||||||||||||||
Diversity, Equity & Inclusion (index) | 100 | 200 | 300 | 247 | 123.50% | 10% | 12.35% | |||||||||||||||||||
Wind Availability (equivalent availability factor) | 92% | 94.5% | 97.0% | 96.0% | 130.00% | 10% | 13.00% | |||||||||||||||||||
Results on Operational Metrics | 100% | 84.93% |
HORIZON BOUND PROXY STATEMENT 2022 | 39 |
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. |
40 |
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 81st percentile, which results in a payout equal to 188.57% 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 49.9% reduction over 2005 levels, which results in a payout equal to 172.50% of target. The result is due to implementing clean energy projects, modernizing the fossil fleet, leading the way with resource plans, energy efficiency programs and favorable market conditions. | |||||||||||||||||||||||||||||||
Earned awards: | Earned awards: | |||||||||||||||||||||||||||||||
•Current CEO: 33,002 •Other current NEOs range: 1,689 to 22,214 | •Current CEO: 18,115 •Other current NEOs range: 927 to 12,193 | |||||||||||||||||||||||||||||||
The award amounts include dividend equivalents credited over the three-year performance cycle. |
HORIZON BOUND PROXY STATEMENT 2022 | 41 |
42 |
REPORT OF THE COMPENSATION COMMITTEE |
HORIZON BOUND PROXY STATEMENT 2022 | 43 |
EXECUTIVE COMPENSATION TABLES |
Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | ||||||||||||||||||||||||
Bob Frenzel Chairman, President and CEO(7) | 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 | |||||||||||||||||||||||||
2019 | 650,000 | — | 1,560,013 | 787,849 | 77,720 | 28,402 | 3,103,984 | |||||||||||||||||||||||||
Brian Van Abel Executive Vice President, Chief Financial Officer(8) | 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 | 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 | |||||||||||||||||||||||||
2019 | 550,000 | 250,000 | 1,260,031 | 466,649 | 54,141 | 24,187 | 2,605,008 | |||||||||||||||||||||||||
Timothy O’Connor Executive Vice President, Chief Operations Officer(8) | 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(8) | 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 | |||||||||||||||||||||||||
Ben Fowke Former Chairman and CEO(9) | 2021 | 1,350,000 | — | 9,000,016 | 1,794,177 | 511,468 | 129,781 | 12,785,442 | ||||||||||||||||||||||||
2020 | 1,350,000 | — | 8,527,534 | 2,440,874 | 4,369,635 | 117,546 | 16,805,589 | |||||||||||||||||||||||||
2019 | 1,350,000 | — | 7,750,015 | 2,836,254 | 4,898,003 | 64,524 | 16,898,798 |
44 |
Performance Shares | Restricted Stock Units ($) | Common Stock and Restricted Stock Granted Under the AIP ($) | ||||||||||||
Name | Target ($) | Maximum ($) | ||||||||||||
Bob Frenzel | 5,039,997 | 10,079,994 | 1,260,031 | — | ||||||||||
Brian Van Abel | 1,239,989 | 2,479,978 | 310,047 | 242,962 | ||||||||||
Brett Carter | 900,002 | 1,800,004 | 225,017 | — | ||||||||||
Timothy O'Connor | 1,239,984 | 2,479,968 | 310,095 | — | ||||||||||
Amanda Rome | 839,988 | 1,679,976 | 210,046 | 228,277 | ||||||||||
Ben Fowke | 7,200,013 | 14,400,026 | 1,800,003 | — |
HORIZON BOUND PROXY STATEMENT 2022 | 45 |
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 | 1/4/21 | 12/8/20 | 5,083 | 16,943 | (a) | 33,886 | 1,112,477 | ||||||||||||||||||||||||||||||||||
1/4/21 | 12/8/20 | 3,050 | 10,166 | (b) | 20,332 | 667,500 | |||||||||||||||||||||||||||||||||||
1/4/21 | 12/8/20 | 6,778 | 445,044 | ||||||||||||||||||||||||||||||||||||||
8/18/21 | 8/17/21 | 8,738 | 29,128 | (a) | 58,256 | 2,037,504 | |||||||||||||||||||||||||||||||||||
8/18/21 | 8/17/21 | 5,243 | 17,477 | (b) | 34,954 | 1,222,516 | |||||||||||||||||||||||||||||||||||
8/18/21 | 8/17/21 | 11,651 | 814,987 | ||||||||||||||||||||||||||||||||||||||
532,842 | 1,065,685 | 2,131,370 | |||||||||||||||||||||||||||||||||||||||
Brian Van Abel | 1/4/21 | 12/8/20 | 3,541 | 11,803 | (a) | 23,606 | 774,985 | ||||||||||||||||||||||||||||||||||
1/4/21 | 12/8/20 | 2,125 | 7,082 | (b) | 14,164 | 465,004 | |||||||||||||||||||||||||||||||||||
1/4/21 | 12/8/20 | 4,722 | 310,047 | ||||||||||||||||||||||||||||||||||||||
$127,969 | $255,938 | (c) | $511,875 | ||||||||||||||||||||||||||||||||||||||
121,875 | 243,750 | 487,500 | |||||||||||||||||||||||||||||||||||||||
Brett Carter | 1/4/21 | 12/8/20 | 2,570 | 8,567 | (a) | 17,134 | 562,509 | ||||||||||||||||||||||||||||||||||
1/4/21 | 12/8/20 | 1,542 | 5,140 | (b) | 10,280 | 337,493 | |||||||||||||||||||||||||||||||||||
1/4/21 | 12/8/20 | 3,427 | 225,017 | ||||||||||||||||||||||||||||||||||||||
232,000 | 464,000 | 928,000 | |||||||||||||||||||||||||||||||||||||||
Timothy O’Connor | 1/4/21 | 12/8/20 | 2,627 | 8,757 | (a) | 17,514 | 574,984 | ||||||||||||||||||||||||||||||||||
1/4/21 | 12/8/20 | 1,576 | 5,254 | (b) | 10,508 | 344,978 | |||||||||||||||||||||||||||||||||||
1/4/21 | 12/8/20 | 3,504 | 230,073 | ||||||||||||||||||||||||||||||||||||||
8/18/21 | 8/17/21 | 858 | 2,859 | (a) | 5,718 | 199,987 | |||||||||||||||||||||||||||||||||||
8/18/21 | 8/17/21 | 515 | 1,716 | (b) | 3,432 | 120,034 | |||||||||||||||||||||||||||||||||||
8/18/21 | 8/17/21 | 1,144 | 80,023 | ||||||||||||||||||||||||||||||||||||||
266,651 | 533,301 | 1,066,603 | |||||||||||||||||||||||||||||||||||||||
Amanda Rome | 1/4/21 | 12/8/20 | 2,399 | 7,996 | (a) | 15,992 | 525,017 | ||||||||||||||||||||||||||||||||||
1/4/21 | 12/8/20 | 1,439 | 4,797 | (b) | 9,594 | 314,971 | |||||||||||||||||||||||||||||||||||
1/4/21 | 12/8/20 | 3,199 | 210,046 | ||||||||||||||||||||||||||||||||||||||
$56,109 | $112,219 | (c) | $224,438 | ||||||||||||||||||||||||||||||||||||||
$64,125 | $128,250 | (c) | $256,500 | ||||||||||||||||||||||||||||||||||||||
106,875 | 213,750 | 427,500 | |||||||||||||||||||||||||||||||||||||||
Ben Fowke(6) | 1/4/21 | 12/8/20 | 20,561 | 68,535 | (a) | 137,070 | 4,500,008 | ||||||||||||||||||||||||||||||||||
1/4/21 | 12/8/20 | 12,336 | 41,121 | (b) | 82,242 | 2,700,005 | |||||||||||||||||||||||||||||||||||
1/4/21 | 12/8/20 | 27,414 | 1,800,003 | ||||||||||||||||||||||||||||||||||||||
945,000 | 1,890,000 | 3,780,000 |
46 |
HORIZON BOUND PROXY STATEMENT 2022 | 47 |
Stock Awards | |||||||||||||||||||||||
Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(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 ($)(1)(2) | |||||||||||||||||||
Bob Frenzel | 7,368 | (3) | 498,834 | 36,835 | (4) | 2,493,748 | |||||||||||||||||
18,649 | (5) | 1,262,519 | 22,103 | (6) | 1,496,361 | ||||||||||||||||||
3,478 | (7) | 235,462 | 23,310 | (8) | 1,578,097 | ||||||||||||||||||
27,973 | (9) | 1,893,744 | |||||||||||||||||||||
Brian Van Abel | 3,339 | (3) | 226,048 | 16,689 | (4) | 1,129,817 | |||||||||||||||||
4,818 | (5) | 326,175 | 10,013 | (6) | 677,862 | ||||||||||||||||||
6,021 | (8) | 407,650 | |||||||||||||||||||||
7,226 | (9) | 489,193 | |||||||||||||||||||||
Brett Carter | 3,591 | (3) | 243,121 | 17,953 | (4) | 1,215,391 | |||||||||||||||||
3,497 | (5) | 236,722 | 10,772 | (6) | 729,291 | ||||||||||||||||||
4,371 | (8) | 295,885 | |||||||||||||||||||||
5,244 | (9) | 355,049 | |||||||||||||||||||||
Timothy O’Connor | 3,689 | (3) | 249,748 | 18,438 | (4) | 1,248,246 | |||||||||||||||||
4,727 | (5) | 320,035 | 11,062 | (6) | 748,891 | ||||||||||||||||||
5,907 | (8) | 399,906 | |||||||||||||||||||||
7,089 | (9) | 479,914 | |||||||||||||||||||||
Amanda Rome | 2,753 | (3) | 186,391 | 13,825 | (4) | 935,919 | |||||||||||||||||
3,264 | (5) | 220,973 | 8,294 | (6) | 561,495 | ||||||||||||||||||
2,331 | (10) | 157,838 | 4,079 | (8) | 276,164 | ||||||||||||||||||
4,894 | (9) | 331,356 | |||||||||||||||||||||
Ben Fowke(11) | 19,077 | (3) | 1,291,542 | 95,389 | (4) | 6,457,804 | |||||||||||||||||
9,324 | (5) | 631,213 | 57,234 | (6) | 3,874,720 | ||||||||||||||||||
11,655 | (8) | 789,016 | |||||||||||||||||||||
13,986 | (9) | 946,819 |
48 |
Stock Awards(1) | ||||||||||||||
Name | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(2) | ||||||||||||
Bob Frenzel | 6,833 | (3) | 400,352 | (4) | ||||||||||
33,002 | (5) | 2,178,149 | (6) | |||||||||||
18,115 | (7) | 1,195,565 | (6) | |||||||||||
7,000 | (8) | 462,006 | (6) | |||||||||||
Brian Van Abel | 6,663 | (5) | 439,777 | (6) | ||||||||||
3,658 | (7) | 241,429 | (6) | |||||||||||
1,414 | (8) | 93,330 | (6) | |||||||||||
Brett Carter | 22,214 | (5) | 1,466,103 | (6) | ||||||||||
12,193 | (7) | 804,721 | (6) | |||||||||||
4,712 | (8) | 310,980 | (6) | |||||||||||
Timothy O’Connor | 19,039 | (5) | 1,256,583 | (6) | ||||||||||
10,450 | (7) | 689,673 | (6) | |||||||||||
4,040 | (8) | 266,636 | (6) | |||||||||||
Amanda Rome | 1,689 | (5) | 111,501 | (6) | ||||||||||
927 | (7) | 61,199 | (6) | |||||||||||
358 | (8) | 23,652 | (6) | |||||||||||
1,831 | (9) | 120,822 | (6) | |||||||||||
Ben Fowke | 163,952 | (5) | 10,820,858 | (6) | ||||||||||
89,989 | (7) | 5,939,270 | (6) | |||||||||||
34,778 | (8) | 2,295,322 | (6) |
HORIZON BOUND PROXY STATEMENT 2022 | 49 |
Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | ||||||||||
Bob Frenzel | Pension Plan | 6 | 350,531 | — | ||||||||||
Nonqualified Pension Plan | 6 | 4,641 | — | |||||||||||
Brian Van Abel | Pension Plan | 12 | 1,327,600 | — | ||||||||||
Nonqualified Pension Plan | 12 | 2,179 | — | |||||||||||
Brett Carter | Pension Plan | 4 | 177,178 | — | ||||||||||
Nonqualified Pension Plan | 4 | 2,886 | — | |||||||||||
Timothy O'Connor | Pension Plan | 14 | 1,726,349 | — | ||||||||||
Nonqualified Pension Plan | 14 | 1,038 | — | |||||||||||
Amanda Rome | Pension Plan | 7 | 108,894 | — | ||||||||||
Nonqualified Pension Plan | 7 | 2,426 | — | |||||||||||
Ben Fowke | Pension Plan | 25 | 2,736,755 | — | ||||||||||
Nonqualified Pension Plan | 25 | 6,741,598 | — | |||||||||||
SERP | 25 | 23,983,685 | — |
50 |
HORIZON BOUND PROXY STATEMENT 2022 | 51 |
Name | Executive Contributions in 2021 ($)(1) | Registrant Contributions in 2021 ($)(2) | Aggregate Earnings in 2021 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Dec. 31, 2021 ($)(3) | ||||||||||||
Bob Frenzel | 55,885 | 27,507 | 11,683 | — | 298,322 | ||||||||||||
Brian Van Abel | — | — | — | — | — | ||||||||||||
Brett Carter | 145,000 | 13,450 | 191,751 | — | 2,189,506 | ||||||||||||
Timothy O'Connor(4) | 1,946,768 | 16,711 | 1,079,620 | 6,838 | 15,239,383 | ||||||||||||
Amanda Rome | — | — | — | — | — | ||||||||||||
Ben Fowke | 94,500 | 44,250 | 894,962 | — | 9,098,440 |
Name | Base Salary ($) | Long-Term Incentive Payout ($) | ||||||
Bob Frenzel | 55,885 | — | ||||||
Brian Van Abel | — | — | ||||||
Brett Carter | 145,000 | — | ||||||
Timothy O'Connor | 46,307 | 1,900,461 | ||||||
Amanda Rome | — | — | ||||||
Ben Fowke | 94,500 | — |
52 |
HORIZON BOUND PROXY STATEMENT 2022 | 53 |
54 |
Award | Audience | Voluntary Termination | Involuntary Termination With Cause | Involuntary Termination Without Cause | Retirement | Death or Disability | ||||||||||||||
Performance Shares (Long-Term Plan) | For NEOs who do not meet age and service requirements | Forfeited | Forfeited | Forfeited | Forfeited | Restrictions lapse | ||||||||||||||
For NEOs who are at least age 55 with 10 years of continuous service | Prorated until date of separation, with actual payment dependent upon the achievement of performance goals | Prorated until date of separation, with actual payment dependent upon the achievement of performance goals | Prorated until date of retirement, with actual payment dependent upon the achievement of performance goals | |||||||||||||||||
RSUs (Long-Term Plan) | For NEOs who do not meet age and service requirements | Forfeited | Forfeited | Forfeited | Forfeited | Restrictions lapse | ||||||||||||||
For NEOs who are at least age 55 with 10 years of continuous service | Prorated until date of separation | Prorated until date of separation | Prorated until date of retirement | |||||||||||||||||
Restricted Stock (AIP) | All awards | Forfeited | Forfeited | Forfeited | Forfeited | Restrictions lapse |
HORIZON BOUND PROXY STATEMENT 2022 | 55 |
Name | Termination upon Change in Control(1) ($) | 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) | 459,760 | 54,168 | 54,168 | 170,407 | 54,168 | ||||||||||||||||||||||||
Benefits(3) | 246,046 | — | — | 102,015 | — | ||||||||||||||||||||||||
Equity compensation | 9,041,808 | (4) | — | — | — | 9,041,808 | (5) | ||||||||||||||||||||||
Total | 17,847,614 | 54,168 | 54,168 | 2,972,422 | 9,095,976 | ||||||||||||||||||||||||
Brian Van Abel | |||||||||||||||||||||||||||||
Severance payments | 3,412,500 | — | — | 1,137,500 | — | ||||||||||||||||||||||||
Retirement/Pension(2) | 1,535,419 | 504,095 | 504,095 | 905,640 | 504,095 | ||||||||||||||||||||||||
Benefits(3) | 83,839 | — | — | 47,946 | — | ||||||||||||||||||||||||
Equity compensation | 2,760,556 | (4) | — | — | — | 2,760,556 | (5) | ||||||||||||||||||||||
Total | 7,792,314 | 504,095 | 504,095 | 2,091,086 | 3,264,651 | ||||||||||||||||||||||||
Brett Carter | |||||||||||||||||||||||||||||
Severance payments | 3,132,000 | — | — | 1,044,000 | — | ||||||||||||||||||||||||
Retirement/Pension(2) | 186,042 | 18,308 | 18,308 | 72,545 | 18,308 | ||||||||||||||||||||||||
Benefits(3) | 169,836 | — | — | 76,612 | — | ||||||||||||||||||||||||
Equity compensation | 2,399,003 | (4) | — | — | — | 2,399,003 | (5) | ||||||||||||||||||||||
Total | 5,886,881 | 18,308 | 18,308 | 1,193,157 | 2,417,311 | ||||||||||||||||||||||||
Timothy O’Connor | |||||||||||||||||||||||||||||
Severance payments | 4,162,500 | — | — | 1,387,500 | — | ||||||||||||||||||||||||
Retirement/Pension(2) | 536,642 | — | — | 163,578 | — | ||||||||||||||||||||||||
Benefits(3) | 190,966 | — | — | 83,655 | — | ||||||||||||||||||||||||
Equity compensation | 2,848,078 | (4) | 1,365,465 | (5) | — | 1,365,465 | (5) | 2,848,078 | (5) | ||||||||||||||||||||
Total | 7,738,186 | 1,365,465 | — | 3,000,198 | 2,848,078 | ||||||||||||||||||||||||
Amanda Rome | |||||||||||||||||||||||||||||
Severance payments | 2,992,500 | — | — | 997,500 | — | ||||||||||||||||||||||||
Retirement/Pension(2) | 188,623 | 30,668 | 30,668 | 81,759 | 30,668 | ||||||||||||||||||||||||
Benefits(3) | 126,609 | — | — | 62,870 | — | ||||||||||||||||||||||||
Equity compensation | 2,197,593 | (4) | — | — | — | 2,197,593 | (5) | ||||||||||||||||||||||
Total | 5,507,325 | 30,668 | 30,668 | 1,142,129 | 2,228,261 | ||||||||||||||||||||||||
Ben Fowke | — | — | (6) | — | — | — |
Bob Frenzel ($) | Brian Van Abel ($) | Brett Carter ($) | Timothy O’Connor ($) | Amanda Rome ($) | ||||||||||||||||
3 Years | 72,046 | 24,589 | 70,236 | 70,966 | 69,359 | |||||||||||||||
1 Year | 24,015 | 8,196 | 23,412 | 23,655 | 23,120 |
56 |
Bob Frenzel ($) | Brian Van Abel ($) | Brett Carter ($) | Timothy O’Connor ($) | Amanda Rome ($) | ||||||||||||||||
3 Years | 144,000 | 29,250 | 69,600 | 90,000 | 29,250 | |||||||||||||||
1 Year | 48,000 | 9,750 | 23,200 | 30,000 | 9,750 |
HORIZON BOUND PROXY STATEMENT 2022 | 57 |
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) | 6,784,132 | n/a | 3,688,823 | |||||||||||
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 | 6,442,527 | (3) | n/a | 3,688,823 | (4) | |||||||||||||||
SEP | 341,605 | n/a | — | (5) |
DIRECTOR COMPENSATION |
58 |
Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($)(1)(2) | Total ($) | |||||||||||
Lynn Casey | — | 279,000 | 279,000 | |||||||||||
Netha Johnson | 107,500 | 150,000 | 257,500 | |||||||||||
Patricia Kampling | 53,750 | 214,500 | 268,250 | |||||||||||
George Kehl | 117,500 | 150,000 | 267,500 | |||||||||||
Richard O’Brien | — | 312,000 | 312,000 | |||||||||||
David Owens(3) | 40,385 | — | 40,385 | |||||||||||
Charles Pardee | — | 305,769 | 305,769 | |||||||||||
Christopher Policinski | — | 315,000 | 315,000 | |||||||||||
James Prokopanko | 127,500 | 150,000 | 277,500 | |||||||||||
James Sheppard(3) | 48,077 | — | 48,077 | |||||||||||
David Westerlund | — | 291,000 | 291,000 | |||||||||||
Kim Williams | 122,500 | 150,000 | 272,500 | |||||||||||
Timothy Wolf | — | 291,000 | 291,000 | |||||||||||
Daniel Yohannes | 117,500 | 150,000 | 267,500 |
Name | Cash ($) | Stock Equivalent Units (#) | ||||||
Lynn Casey | 107,500 | 1,969 | ||||||
Patricia Kampling | 53,750 | 985 | ||||||
Richard O’Brien | 135,000 | 2,472 | ||||||
Charles Pardee | 129,808 | 2,380 | ||||||
Christopher Policinski | 137,500 | 2,519 | ||||||
David Westerlund | 117,500 | 2,152 | ||||||
Timothy Wolf | 117,500 | 2,152 |
HORIZON BOUND PROXY STATEMENT 2022 | 59 |
Name | Stock Equivalent Units (#) | Name | Stock Equivalent Units (#) | Name | Stock Equivalent Units (#) | ||||||||||||||||||
Lynn Casey | 16,839 | Charles Pardee | 3,498 | Timothy Wolf | 76,089 | ||||||||||||||||||
Netha Johnson | 4,739 | Christopher Policinski | 108,329 | Daniel Yohannes | 9,185 | ||||||||||||||||||
Patricia Kampling | 1,714 | James Prokopanko | 23,330 | ||||||||||||||||||||
George Kehl | 4,739 | David Westerlund | 144,251 | ||||||||||||||||||||
Richard O'Brien | 63,789 | Kim Williams | 91,233 |
PROPOSAL NO. 3 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 2022. |
60 |
REPORT OF THE AUDIT COMMITTEE |
HORIZON BOUND PROXY STATEMENT 2022 | 61 |
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
2021 | 2020 | |||||||||||||
Audit Fees (1) | $ | 5,058 | $ | 5,081 | ||||||||||
Audit-Related Fees (2) | 471 | 927 | ||||||||||||
Tax Fees (3) | 216 | 265 | ||||||||||||
All Other Fees (4) | 3 | 63 | ||||||||||||
Total | $ | 5,748 | $ | 6,336 |
62 |
RELATED PERSON TRANSACTIONS |
HORIZON BOUND PROXY STATEMENT 2022 | 63 |
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING |
64 |
![]() | 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/XEL2022. You will need the control number that appears on your proxy card or on your Notice of Internet Availability of Proxy Materials. |
HORIZON BOUND PROXY STATEMENT 2022 | 65 |
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 17, 2022 | |||||||
•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 17, 2022 | |||||||
A participant in the Company Plans | •Mail | •By May 15, 2022 | ||||||
•Internet or telephone | •By 11:59 p.m., eastern time, on May 15, 2022 |
66 |
HORIZON BOUND PROXY STATEMENT 2022 | 67 |
68 |
EXHIBIT A |
2005 | 2006 | 2007 | 2008 | 2009 | 2010 | 2011 | 2012 | 2013 | 2014 | 2015(1) | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 |
HORIZON BOUND PROXY STATEMENT 2022 | A-1 |