DEF 14A 1 d531016ddef14a.htm DEF 14A DEF 14A
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant     Filed by a Party other than the Registrant

Check the appropriate box:

 

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

NextEra Energy, Inc.

 

(Name of Registrant as Specified In Its Charter)

 

  

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

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Fee paid previously with preliminary materials.

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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LOGO

Notice of 2018

Annual Meeting and

Proxy Statement

 

 

YOUR VOTE IS IMPORTANT

PLEASE SUBMIT YOUR PROXY PROMPTLY


Table of Contents

NextEra Energy, Inc.

700 Universe Boulevard

Juno Beach, Florida 33408-0420

 

 

Notice of Annual Meeting of Shareholders

May 24, 2018

 

 

The 2018 Annual Meeting of Shareholders of NextEra Energy, Inc. (“NextEra Energy” or the “Company”) will be held on Thursday, May 24, 2018, at 8:00 a.m., Mountain time, at The Westin La Paloma, 3800 East Sunrise Drive, Tucson, Arizona to consider and act upon the following matters:

 

1.

Election as directors of the nominees specified in the accompanying proxy statement;

 

2.

Ratification of appointment of Deloitte & Touche LLP as NextEra Energy’s independent registered public accounting firm for 2018;

 

3.

Approval, by non-binding advisory vote, of NextEra Energy’s compensation of its named executive officers as disclosed in the accompanying proxy statement;

 

4.

Two shareholder proposals, as set forth on pages 14 to 18 of the accompanying proxy statement, if properly presented at the meeting; and

 

5.

Such other business as may properly be brought before the annual meeting or any adjournment(s) or postponement(s) of the annual meeting.

The proxy statement more fully describes these matters. NextEra Energy has not received notice of other matters that may properly be presented at the annual meeting.

The record date for shareholders entitled to notice of, and to vote at, the annual meeting and any adjournment(s) or postponement(s) of the annual meeting is March 26, 2018.

Admittance to the annual meeting will be limited to shareholders as of the record date or their duly- appointed proxies. For the safety of attendees, all boxes, handbags and briefcases are subject to inspection. Cameras (including cell phones with photographic capabilities), recording devices and other electronic devices are not permitted at the meeting.

NextEra Energy is pleased to deliver proxy materials electronically via the Internet. Electronic delivery allows NextEra Energy to provide you with the information you need for the annual meeting, while reducing environmental impacts and costs.

Regardless of whether you expect to attend the annual meeting, please submit your proxy or voting instructions promptly so that your shares can be voted.

By order of the Board of Directors.

W. Scott Seeley

Vice President, Compliance & Corporate Secretary

Juno Beach, Florida

April 6, 2018

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING TO BE HELD MAY 24, 2018

This proxy statement and the NextEra Energy 2017 annual report to shareholders are available at www.proxyvote.com.


Table of Contents

Table of Contents

 

Proxy Statement Summary

     1  

Business and Governance Highlights

     2  

Business of the Annual Meeting

     4  

 Proposal 1: Election as directors of the nominees specified in this proxy statement

     4  

 Proposal 2: Ratification of appointment of Deloitte & Touche LLP as NextEra Energy’s independent registered public accounting firm for 2018

     12  

 Proposal 3: Approval, by non-binding advisory vote, of NextEra Energy’s compensation of its named executive officers as disclosed in this proxy statement

     13  

 Proposal 4: Shareholder proposal

     14  

 Proposal 5: Shareholder proposal

     16  

Information about NextEra Energy and Management

     19  

Section 16(a) Beneficial Ownership Reporting Compliance

     19  

Common Stock Ownership of Certain Beneficial Owners and Management

     19  

Corporate Governance and Board Matters

     21  

Corporate Governance Principles & Guidelines/Code of Ethics

     21  

Director Independence

     21  

Board Leadership Structure

     21  

Board Role in Risk Oversight

     23  

Board Evaluations

     23  

Director Meetings and Attendance

     24  

Board Committees

     24  

Consideration of Director Nominees

     26  

Communications with the Board

     27  

Website Disclosures

     27  

Transactions with Related Persons

     28  

Audit-Related Matters

     29  

Audit Committee Report

     29  

Fees Paid to Deloitte & Touche LLP

     30  

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm

     30  

Executive Compensation

     32  

Compensation Discussion & Analysis

     32  

Compensation Committee Report

     56  

Compensation Tables

     57  

Table 1a: 2017 Summary Compensation Table

     57  

Table 1b: 2017 Supplemental All Other Compensation

     58  

Table 2: 2017 Grants of Plan-Based Awards

     59  

Table 3: 2017 Outstanding Equity Awards at Fiscal Year End

     62  

Table 4: 2017 Option Exercises and Stock Vested

     66  

Table 5: Pension Benefits

     67  

Table 6: Nonqualified Deferred Compensation

     68  

Potential Payments Upon Termination or Change in Control

     70  

Director Compensation

     78  

Questions and Answers about the Annual Meeting

     80  

No Incorporation by Reference

     86  

Shareholder Account Maintenance

     86  

Appendix A: Reconciliations of Non-GAAP to GAAP Financial Measures

     A-1  


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Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting. This proxy statement contains information related to the solicitation of proxies by the Board of Directors (the “Board”) of NextEra Energy, Inc., a Florida corporation (“NextEra Energy,” the “Company,” “we,” “us” or “our”), in connection with the 2018 annual meeting of NextEra Energy’s shareholders and at any adjournment(s) or postponement(s) of the meeting.

Meeting Information

 

   

Time and Date:

  

8:00 a.m., Mountain time, May 24, 2018

   

Place:

  

The Westin La Paloma

3800 East Sunrise Drive

Tucson, Arizona

   

Record Date:

  

March 26, 2018

   

Webcast:

  

The Company will provide a live audio webcast of the annual meeting from its website at http://www.nexteraenergy.com.

   

Voting:

  

Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the other properly presented proposals to be voted.

   

Admission:

  

An admission ticket is required to enter the annual meeting. See page 81 in the Questions and Answers about the Annual Meeting section regarding how to obtain a ticket.

Voting Matters and Board Recommendations

 

Voting Matters    Board Vote
Recommendation
  Page
Reference
   

Proposal 1 – Election of directors

   FOR each nominee   4
   

Proposal 2 – Ratification of appointment of Deloitte & Touche LLP as NextEra Energy’s independent registered public accounting firm for 2018

   FOR   12
   

Proposal 3 – Advisory vote to approve NextEra Energy’s compensation of its named executive officers

   FOR   13
   

Proposal 4 – Shareholder Proposal

   AGAINST   14
   

Proposal 5 – Shareholder Proposal

   AGAINST   16

How to Vote

 

   

 

LOGO

    

By Internet – Go to the website 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 (the “Notice”).

   

 

LOGO

    

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 card.

   

 

LOGO

    

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 enclosed, postage-paid envelope. If you received a Notice, 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.

   

 

LOGO

    

In person – At the annual meeting.

 

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Business and Governance Highlights

Business Highlights

NextEra Energy achieved Company-record adjusted earnings* of $3.2 billion, adjusted earnings per share (“EPS”) of $6.70 and a 1-year total shareholder return (“TSR”) of 34%. NextEra Energy’s 2017 TSR outperformed the TSR of the S&P 500 Utilities Index of 12% and the TSR of the S&P 500 Index of 22% for 2017.

These accomplishments came as the Company continued to be a leader among the 10 largest U.S. utilities (based on market capitalization) in substantially all financial metrics. Among these largest 10 U.S. utilities, NextEra Energy ranked #1 for 1-year, 3-year, 5-year, 7-year and 10-year TSR and #1 for 1-year, 3-year, 5-year, 7-year and 10-year adjusted EPS growth. In 2017, NextEra Energy ranked #1 among U.S. and global utility companies, based on market capitalization.**

In 2018, NextEra Energy was named by Fortune Magazine as the World’s Most Admired Electric & Gas Utility for the eleventh time in the last twelve years. Also in 2018, NextEra Energy was named by the Ethisphere Institute as one of the World’s Most Ethical Companies for the eleventh time in twelve years.

The returns that NextEra Energy generated for its shareholders were attributable to outstanding 2017 performance by the Company’s two principal operating businesses, Florida Power and Light Company (“FPL”) and NextEra Energy Resources, LLC and its subsidiaries (“NextEra Energy Resources”). Highlights of this performance are described in more detail in the Compensation Discussion and Analysis beginning on page 32.

Ultimately, the Company’s financial and operational performance is reflected in the increased value of its common stock. As the table on page 33 illustrates, TSR over the three-year period from December 31, 2014 to December 31, 2017 was 60%, meaning that an investment of $100 in NextEra Energy common stock on December 31, 2014 was worth $160.30 on December 31, 2017.

The chart below compares the Company’s TSR for the 1-, 3-, 5- and 10-year periods ended December 31, 2017 to the TSRs of the S&P 500 Electric Utilities Index, the S&P 500 Utilities Index, the Philadelphia Exchange Utility Sector Index (“UTY”) and the S&P 500. NextEra Energy outperformed all of these indices over all of the periods shown. NextEra Energy’s outperformance over all these periods in comparison to others in its industry, and over the 1-, 3-, 5- and 10-year periods in comparison to the S&P 500, was substantial.

NextEra Energy Total Shareholder Return Through 12-31-17 vs. Various Indices(1)

 

     1-year TSR     3-year TSR     5-year TSR     10-year TSR  

NextEra Energy

    34     60     162     221

S&P 500 Electric Utilities Index, total return

    11     21     71     63

S&P 500 Utilities Index, total return

    12     24     81     84

UTY, total return

    13     24     78     78

S&P 500, total return

    22     38     108     126

 

(1)

Source: FactSet Research Systems Inc.; except UTY, source: Bloomberg

 

*

This measure is not a financial measure calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). See Appendix A to this proxy statement for a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure.

**

Market capitalization is as of December 31, 2017; rankings are sourced from FactSet Research Systems Inc.

 

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Governance Highlights

 

Director Independence  

   Eleven of twelve director nominees are independent

   Chief Executive Officer (“CEO”) is the only management director

   All members of Board committees (other than the Executive Committee) are independent directors

Board Leadership  

   Independent Lead Director selected by the independent directors

   Lead Director has strong role and significant governance duties, including chairing regularly-scheduled executive sessions of independent directors

Board Accountability  

   All directors stand for election annually and the Board has adopted a resignation policy for directors who fail to receive the required vote in uncontested elections

   Simple majority voting standard for all uncontested director elections

   Shareholders of 20% or more of the outstanding shares may call a special meeting

   No shareholder rights (“poison pill”) plan

   No supermajority vote requirements in the Company’s Articles of Incorporation

Board Evaluation and Effectiveness  

   Annual Board and committee self-assessments

   Annual independent director evaluation of the Chairman and CEO

Board Refreshment & Diversity  

   Balance of new and experienced directors, with tenure of current directors averaging nine years

   Added five new directors in the last six years and have a specified retirement age for directors

   Five of twelve directors are women or ethnically diverse and average age of directors is 64

Director Engagement  

   Each director attended at least 88% of Board and their assigned committee meetings and attended the annual meeting in 2017

   Board policy limits non-employee director membership on other public company boards to three

Clawback and Anti-Hedging Policies  

   Recoupment or clawback policy to recover certain executive pay

   Policy prohibiting short sales, hedging and margin accounts

Share Ownership  

   CEO required to hold shares equivalent to 7x base salary

   All senior executives required to hold shares equivalent to 3x base salary

   Directors required to hold shares equivalent to 7x the cash portion of their annual retainer

Proxy Access  

   Available to a shareholder, or group of up to 20 shareholders, owning 3% of the Company’s outstanding shares for at least three years

   May nominate candidates for the greater of two directorships or up to 20% of the current membership of the Board

 

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Business of the Annual Meeting

 

Proposal 1: Election as directors of the nominees specified in this proxy statement

The Board is currently composed of 12 members. Upon the recommendation of the Governance & Nominating Committee, the Board has nominated the 12 incumbent members listed below for election as directors at the 2018 annual meeting. Unless you specify otherwise, your proxy will be voted FOR the election of the listed nominees. If any nominee becomes unavailable for election, which is not currently anticipated, proxies instructing a vote for that nominee may be voted for a substitute nominee selected by the Board or, in lieu thereof, the Board may reduce the number of directors by the number of nominees unavailable for election.

The Board believes that the Board membership at its current size is appropriate because such a Board size facilitates substantive discussions among Board members, provides for sufficient staffing of Board committees and allows for contributions by directors having a broad range of skills, expertise, industry knowledge and diversity of opinion. Directors serve until the next annual meeting of shareholders or until their respective successors are elected and qualified.

Board Refreshment and Diversity

Board Refreshment. The Board and the Governance & Nominating Committee engage in a continuous process of considering the mix of skills and experience needed by the Board as a whole to discharge its responsibilities. During the period from July 2012 to February 2015, five new members joined the Board, adding significantly to the skills, expertise and experience of the Board.

The Company also has a director retirement policy. Generally, no person who shall have attained the age of 72 years by the date of election shall be eligible for election as a director. However, the Board may, by unanimous action (excluding the affected director), extend a director’s eligibility for one or two additional years, in which event such a director will not be eligible for election as a director if he or she has attained the age of 73 or 74 by the date of election.

Diversity. Diversity is among the factors that the Governance & Nominating Committee considers when identifying and evaluating potential Board nominees. NextEra Energy, Inc.’s Corporate Governance Principles & Guidelines (the “Governance Guidelines”) provide that, in identifying nominees for director, the Company seeks to achieve a mix of directors representing a diversity of background and experience, including diversity with respect to age, gender, race, ethnicity and specialized experience. In the Board’s annual self-evaluation, it reviews the criteria for skills, experience and diversity reflected in the Board’s membership and also reviews the Board’s process for identification, consideration, recruitment and nomination of prospective Board members.

Identifying and Evaluating Nominees for Directors

The Governance & Nominating Committee uses a variety of methods for identifying and evaluating nominees for director. The Governance & Nominating Committee periodically assesses the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. Candidates may come to the attention of the Governance & Nominating Committee through current Board members, professional search firms, shareholders or other persons. Candidates are evaluated at regular or special meetings of the Governance & Nominating Committee and may be considered at any time during the year. The Governance & Nominating Committee considers all nominee recommendations, including those from shareholders, in the same manner when considering candidates for the Board. If any materials are provided by a shareholder in connection with the nomination of a director candidate, such materials are provided to the Governance & Nominating Committee. The Governance & Nominating Committee also reviews materials

 

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provided by professional search firms or other parties. In evaluating nominations, the Governance & Nominating Committee seeks to achieve a diverse balance of knowledge, experience and capability.

Director Resignation Policy

Under the NextEra Energy, Inc. Amended and Restated Bylaws (the “Bylaws”), in an uncontested election, directors are elected by a majority of the votes cast. The Board has adopted a Policy on Failure of Nominee Director(s) to Receive a Majority Vote in an Uncontested Election (“Director Resignation Policy”), the effect of which is to require that, in any uncontested director election, any incumbent director who is not elected by the required vote shall offer to resign and the Board shall determine whether or not to accept the resignation within ninety days of the certification of the shareholder vote. The Company will report the action taken by the Board under the Director Resignation Policy in a publicly-available forum or document. The Bylaws provide that, in a contested election, director nominees are elected by a plurality of the votes cast.

Director Qualifications

The Governance Guidelines and the Governance & Nominating Committee Charter identify Board membership qualifications, including experience, skills and attributes that are considered by the Governance & Nominating Committee in recommending non-employee nominees for Board membership. In addition to the membership qualifications identified in the Governance Guidelines, no person will be considered for Board membership who is an employee or director of a business in significant competition with the Company or of a major or potentially-major customer, supplier, contractor, counselor or consultant of the Company, or an executive officer of a business where a Company employee-director serves on such other business’s board.

The Board views itself as a cohesive whole consisting of members who together serve the interests of the Company and its shareholders. The following matrix highlights the experience, qualifications, attributes and skills of the director nominees. This high-level summary is not intended to be an exhaustive list and information regarding the experience and qualifications of each individual director nominee is set forth in the biographies which follow.

Summary of Director Qualifications and Experience

 

Public Company CEO Experience   Six Directors
Financial Industry Experience and Leadership   Four Directors
Strategy Expertise   Eight Directors
Operations Management and Leadership   Seven Directors
International Experience   Six Directors
Utility / Regulated Industry Leadership   Three Directors
Political / Legislative Experience   Two Directors
Energy Industry Leadership   Two Directors
Engineering & Construction Industry Experience   Six Directors
Nuclear Operations Leadership   Two Directors
Mergers & Acquisitions Experience   Seven Directors
Information Technology / Cyber Experience and Leadership   Two Directors
Investor Relations Management   Six Directors
Marketing / Sales / Customer Service Experience and Leadership   Six Directors
Diversity   Five Directors

 

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LOGO

 

Sherry S. Barrat

 

Age: 68

 

Director Since: 1998

 

Public Company Boards:

  Arthur J. Gallagher & Company (since 2013)

  Independent trustee or director of certain Prudential Insurance mutual funds (since 2013)

 

  

Biography

Mrs. Barrat retired in 2012 as vice chairman of Northern Trust Corporation, a financial holding company headquartered in Chicago, Illinois, where she was also a member of Northern Trust’s Management Committee. Prior to being appointed as vice chairman in March 2011, Mrs. Barrat had served as president of Personal Financial Services for Northern Trust since January 2006. She served as chairman and chief executive officer of Northern Trust Bank of California, N.A., from 1999 through 2005, and as president of Northern Trust Bank of Florida’s Palm Beach Region from 1992 through 1998. Mrs. Barrat joined Northern Trust in 1990 in Miami.

 

Qualifications

Mrs. Barrat has 38 years of leadership experience in financial services, including her service through July 1, 2012 as vice chairman, and her previous service as president of Personal Financial Services (one of four principal business units), of Northern Trust Corporation, a Fortune 500 company. She is experienced in building and leading client service businesses that operate in a variety of regulatory jurisdictions and, as a Florida native with a significant part of her former employer’s business in Florida, has had extensive experience with Florida-based customers and business conditions. In addition, her 20 years of service on the Board have provided her with knowledge and experience regarding the Company’s history and businesses.

   

 

LOGO

 

James L. Camaren

 

Age: 63

 

Director Since: 2002

  

Biography

Mr. Camaren is a private investor. Until May 2006, he was chairman and chief executive officer of Utilities, Inc. Utilities, Inc. was one of the largest investor-owned water utilities in the United States until March 2002, when it was acquired by Nuon, a Dutch company, which subsequently sold Utilities, Inc. in April 2006. He joined Utilities, Inc. in 1987 and served successively as vice president of business development, executive vice president, and vice chairman, becoming chairman and chief executive officer in 1996.

 

Qualifications

Mr. Camaren has 19 years of leadership experience with a large, regulated investor-owned utility. During the years he served as chairman and chief executive officer, the utility had customer growth at a rate that exceeded the industry average and acquired and integrated over 40 utilities. In addition, Mr. Camaren has experience in managing capital expenditures, environmental compliance, regulatory affairs and investor relations.

 

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LOGO

 

Kenneth B. Dunn

 

Age: 66

 

Director Since: 2010

  

Biography

Mr. Dunn is Emeritus Professor of Financial Economics at the David A. Tepper School of Business at Carnegie Mellon University (the “Tepper School”). He also served as Dean of the Tepper School from July 2002 to January 2011. Before his service in that position, Mr. Dunn had a 16-year career managing fixed income portfolios at Miller Anderson & Sherrerd and its successor by merger, Morgan Stanley Investment Management, where he served as a managing director and as co-director of the U.S. Core Fixed Income and Mortgage teams. Since 2014, he has been a managing member of Tier Capital LLC and, since 2015, chief executive officer of its subsidiary, Traditional Mortgage Acceptance Corporation, which originates, acquires and services mortgage loans and issues Government National Mortgage Association (GNMA) mortgage-backed securities.

 

Qualifications

Mr. Dunn has extensive experience in investment, asset and risk management gained through his 16-year career at Miller, Anderson & Sherrerd and its successor by merger, Morgan Stanley Investment Management. In addition, he is an expert in financial economics, having taught that subject as a professor at, and Dean of, the Tepper School. Mr. Dunn has a Ph.D. in industrial administration.

   

 

LOGO

 

Naren K. Gursahaney

 

Age: 56

 

Director Since: 2014

 

Public Company Boards:

  ADT (2012 – 2016)

  ServiceMaster Global Holdings, Inc. (since December 2017)

 

  

Biography

Mr. Gursahaney is retired. He served as the president and chief executive officer, and a member of the Board of Directors, of The ADT Corporation (“ADT”), a provider of security systems and services, from September 2012 until its acquisition by affiliated funds of Apollo Global Management LLC in May 2016. Prior to ADT’s separation from Tyco International Ltd. (“Tyco”) in September 2012, Mr. Gursahaney served as president of Tyco’s ADT North American Residential business segment and was the president of Tyco Security Solutions, then a provider of electronic security to residential, commercial, industrial and governmental customers and the largest operating segment of Tyco. Mr. Gursahaney joined Tyco in 2003 as senior vice president of operational excellence. He then served as president of Tyco Engineered Products and Services and president of Tyco Flow Control. Prior to joining Tyco, Mr. Gursahaney was president and chief executive officer of GE Medical Systems Asia, where he was responsible for the company’s sales and services business in the Asia-Pacific region. During his 10-year career with GE, Mr. Gursahaney held senior leadership roles in services, marketing and information management.

 

Qualifications

Mr. Gursahaney has extensive operations, strategic planning and leadership experience in global manufacturing and services businesses serving residential, commercial, industrial and governmental customers gained as the chief executive officer of a public company providing security systems and service. He also has extensive global operations, information technology and service experience gained as the president and chief executive officer of the Asia-Pacific division of a medical diagnostic and imaging manufacturer. He has a MBA from the University of Virginia and a Bachelor of Science in Mechanical Engineering from The Pennsylvania State University.

 

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LOGO

 

Kirk S. Hachigian

 

Age: 58

 

Director Since: 2013

 

Public Company Boards:

  JELD-WEN, inc.

(since 2014)

  PACCAR, Inc.

(since 2008)

  Allegion plc (since 2013)

  

Biography

Mr. Hachigian has been chairman of the board of JELD-WEN, inc., a manufacturer of windows and doors, since April 2014 and acting chief executive officer since February 2018. He also previously served as chief executive officer of JELD-WEN, inc. from April 2014 until November 2015. He served as chairman, president and chief executive officer of Cooper Industries plc (“Cooper”), a publicly held electrical equipment and tool manufacturer, until Cooper’s acquisition by Eaton Corporation in November 2012. He was named chairman of Cooper in 2006, chief executive officer in 2005 and president in 2004. Mr. Hachigian was retired during the period between his departure from Cooper and when he joined JELD-WEN, inc. in April 2014.

 

Qualifications

Mr. Hachigian has extensive leadership, operations and strategic planning experience gained through his prior service as the chairman, chief executive officer and president of a global, publicly-held manufacturer of electrical equipment and tools. He also has international leadership and operations experience gained through his prior service as the president and chief executive officer of the Asia-Pacific operations of a lighting products manufacturer and in key management positions in Singapore and Mexico. In addition, Mr. Hachigian has financial and risk oversight experience developed through his prior service on the audit committee of another public company and as a prior member of the board of the Houston branch of the Federal Reserve Bank of Dallas. He has a MBA in finance from the Wharton School of Business and a bachelor’s degree in engineering from the University of California (Berkeley).

   

 

LOGO

 

Toni Jennings

 

Age: 68

 

Director Since: 2007

 

Public Company Boards:

  Brown & Brown, Inc. (since 2007)

  Mid-America Apartment Communities, Inc. (since 2016)

  Post Properties, Inc. (2013 – 2016)

 

  

Biography

Ms. Jennings has served since 2007 as chairman of the board of Jack Jennings & Sons, Inc., a family-owned construction business that provides general contractor, construction manager and design builder services. She served as the Lieutenant Governor of the State of Florida from March 2003 through December 2006. Prior to serving in that role, she was a member of the Florida Senate from 1980 until 2000, serving two consecutive terms as Senate President, and a member of the Florida House of Representatives from 1976 until 1980. From 1983 until she became Lieutenant Governor, she also served as president of Jack Jennings & Sons, Inc.

 

Qualifications

Ms. Jennings has extensive legislative and political experience, gained through service for four years as Lieutenant Governor of the State of Florida and 24 years in the Florida legislature. She also served as a member of Florida Governor Rick Scott’s transition team. In addition, through her 20 years as president and eleven years as chairman of Jack Jennings & Sons, Inc., she has extensive experience in operating a Florida-based business and familiarity with the Florida business environment.

 

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LOGO

 

Amy B. Lane

 

Age: 65

 

Director Since: 2015

 

Public Company Boards:

  The TJX Companies, Inc. (since 2005)

  GNC Holdings, Inc. (since 2011)

  Trustee of Urban Edge Properties (since 2015)

  

Biography

Ms. Lane retired in 2002 as managing director and group leader of the global Retailing Investment Banking Group of Merrill Lynch & Co., Inc. (“Merrill Lynch”), an investment banking firm. Prior to joining Merrill Lynch in 1997, she was a managing director at Salomon Brothers, Inc., an investment banking firm, where she founded and led the retail industry investment banking unit, having joined Salomon Brothers in 1989.

 

Qualifications

Ms. Lane has 26 years of leadership experience with financial services, capital markets, finance and accounting, capital structure, and acquisitions and divestitures in the financial services industry, as well as extensive experience in management, leadership and strategy. Ms. Lane served as a managing director and group leader of the global Retailing Investment Banking Group at Merrill Lynch from 1997 until her retirement in 2002. In that role, she led and worked on mergers and acquisitions and equity and debt transactions for a wide range of major retailers. Prior to joining Merrill Lynch, she was a managing director at Salomon Brothers, Inc., which she joined in 1989 and where she founded and led the retail industry investment banking unit. Ms. Lane has a MBA from the Wharton School of Business.

   

 

LOGO

 

James L. Robo

 

Age: 55

 

Director Since: 2012

 

Public Company Boards:

  NextEra Energy Partners, LP (since 2017)

  J.B. Hunt Transport Services, Inc. (since 2002, lead independent director since 2012)

  

Biography

Mr. Robo has been chairman of the board since December 2013, and president and chief executive officer, and a director, of NextEra Energy since July 2012. He is also chairman of NextEra Energy’s subsidiary, FPL (which has no publicly-traded stock). Prior to his succession to the role of chief executive officer, he served as president and chief operating officer of NextEra Energy since 2006. Mr. Robo joined NextEra Energy as vice president of corporate development and strategy in March 2002 and became president of NextEra Energy Resources later in 2002. Mr. Robo is chairman of the board and chief executive officer of NextEra Energy Partners, LP (“NEP”), a publicly-traded limited partnership formed by the Company (and in which the Company owns an underlying approximate 65.1% economic interest as of March 26, 2018).

 

Qualifications

Mr. Robo, NextEra Energy’s chairman, president and chief executive officer, previously served as the Company’s vice president of corporate development and strategy, as president of NextEra Energy’s competitive energy subsidiary, NextEra Energy Resources, and as the Company’s chief operating officer. As a result of his service in his current and prior positions, Mr. Robo has extensive experience in operations, finance, strategic planning, risk management and mergers and acquisitions. He also has experience in financial and risk oversight, both through his position with the Company and his service as chairman of the audit committee of another public company, and in corporate governance, through his service as lead independent director and a member of the nominating and corporate governance committee of the board of that public company. Prior to joining NextEra Energy, Mr. Robo was president and chief executive officer of a major division of General Electric Capital Corporation, a subsidiary of General Electric Company (“GE”). He also served as chairman and CEO of GE Mexico and was a member of the GE corporate development team. Prior to joining GE, he was vice president of Strategic Planning Associates, a management consulting firm. Mr. Robo has a B.A. degree from Harvard College and a MBA from Harvard Business School.

 

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LOGO

 

Rudy E. Schupp

 

Age: 67

 

Director Since: 2005

 

  

Biography

Mr. Schupp is retired. He served as president of Valley National Bancorp and chief banking officer of Valley National Bank until his retirement in January 2018. He previously served as president—Florida Division of Valley National Bank from November 2014 until January 2017 and as president and chief executive officer, and a director, of 1st United Bank, a banking corporation headquartered in Boca Raton, Florida, and chief executive officer and a director of its publicly-held parent company, 1st United Bancorp, Inc., from mid-2003 until its sale to Valley National in November 2014. He was the chairman, president and chief executive officer of Republic Security Bank headquartered in West Palm Beach, Florida from 1984 until March 2001, and the chairman, president and chief executive officer of its parent company, Republic Security Financial Corporation (“RSFC”), from 1985 until March 2001, when RSFC was acquired by Wachovia Corporation. Following the acquisition, he served as Chairman of Florida Banking of Wachovia Bank, N.A. until December 2001. From March 2002 until March 2003, Mr. Schupp served as managing director of Ryan Beck & Co., an investment banking and brokerage company. He served as a director of the Federal Reserve Bank of Atlanta from January 2007 to December 2014.

 

Qualifications

Mr. Schupp has 34 years of leadership experience as a chief executive officer of both public and private banking organizations and has experience in reviewing the financial statements of complex businesses, in mergers and acquisitions, in developing and implementing capital raising strategies, in strategic planning and expertise in Florida-based customers and business conditions. In addition, he has experience in such areas as macroeconomic policy, community and economic development and government regulation gained from his service as a director of the Federal Reserve Bank of Atlanta.

   

 

LOGO

 

John L. Skolds

 

Age: 67

 

Director Since: 2012

 

  

Biography

Mr. Skolds is retired. He served as executive vice president of Exelon Corporation, an energy service provider (“Exelon”), and president of Exelon Energy Delivery from December 2003 until his retirement in September 2007. He also served as president of Exelon Generation from March 2005 to September 2007. From March 2002 to December 2003, Mr. Skolds served as senior vice president of Exelon and president and chief nuclear officer of Exelon Nuclear. Mr. Skolds was a director of Constellation Energy Group from 2007 until its merger with Exelon in March 2012.

 

Qualifications

Mr. Skolds has extensive leadership experience in the operation and management of nuclear power generation facilities and utilities and in financial and strategic planning. He retired as executive vice president of Exelon, a utility services holding company, and president of Exelon Energy Delivery and Exelon Generation. Earlier in his career, Mr. Skolds worked at SCANA Corporation, an energy-based holding company, in a number of capacities, including president and chief operating officer of South Carolina Electric and Gas. Mr. Skolds also served on the boards of the Institute for Nuclear Power Operations and the Nuclear Energy Institute. Mr. Skolds is a graduate of the United States Naval Academy and spent over five years in the Navy where, among other duties, he operated nuclear submarines. Mr. Skolds also holds a MBA from the University of South Carolina.

 

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LOGO

 

William H. Swanson

 

Age: 69

 

Director Since: 2009

 

Public Company Boards:

  The TJX Companies, Inc. (2015 – 2016)

 

  

Biography

Mr. Swanson is the retired chairman of the board and chief executive officer of Raytheon Company (“Raytheon”), a technology and innovation leader specializing in defense, security and civil markets throughout the world. He was Raytheon’s chief executive officer from July 2003 to March 2014 and served as chairman of the board from January 2004 until his retirement in September 2014. Before assuming those positions, he served as president of Raytheon from July 2002 to May 2004, as executive vice president of Raytheon and president of its Electronic Systems division from January 2000 to July 2002, and as executive vice president of Raytheon and chairman and chief executive officer of Raytheon Systems Company from January 1998 to January 2000. Mr. Swanson joined Raytheon in 1972 and held a wide range of leadership positions with the company.

 

Qualifications

Mr. Swanson has 42 years of leadership experience at Raytheon, a complex public company with international operations. Mr. Swanson served 10 years as Raytheon’s chairman of the board and 10 years as its chief executive officer. He has extensive experience in strategic planning, operations and management, global business operations and complex technologies. He holds a bachelor’s degree in industrial engineering from California Polytechnic State University.

   

 

LOGO

 

Hansel E. Tookes, II

 

Age: 70

 

Director Since: 2005

 

Public Company Boards:

  Corning Incorporated (since 2001)

  Harris Corporation (since 2005)

  Ryder System, Inc. (since 2002)

 

  

Biography

Mr. Tookes is retired. Mr. Tookes served in senior executive positions with Raytheon, a technology and innovation leader specializing in defense, security and civil markets throughout the world, from 1999 until December 2002. He joined Raytheon in 1999 as president and chief operating officer of Raytheon Aircraft Company, was appointed chairman and chief executive officer of Raytheon Aircraft Company in 2000, and became president of Raytheon International in 2001. From 1980 until joining Raytheon, Mr. Tookes held a variety of leadership positions with United Technologies Corporation, including service as president of Pratt & Whitney’s Large Military Engines Group.

 

Qualifications

Mr. Tookes has many years of operational leadership in senior management positions at large international public companies, which provided him with leadership, financial and global experience, as well as substantial leadership experience in the management of complex technology businesses. His science, engineering and business education and training have provided him with knowledge relevant to the operation of the Company’s businesses. His public company board experience includes service on the audit, finance, compensation, governance and nominating and business ethics committees of various public companies.

 

Unless you specify otherwise in your voting instructions, your proxy will be voted FOR election of each of the nominees.

 

 

The Board unanimously recommends a vote FOR the election of all nominees

 

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Proposal 2: Ratification of appointment of Deloitte & Touche LLP as NextEra Energy’s independent registered public accounting firm for 2018

The Audit Committee appoints the Company’s independent registered public accounting firm. It has appointed Deloitte & Touche LLP (“Deloitte & Touche”) as the independent registered public accounting firm for the fiscal year ending December 31, 2018. In order to ensure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm. Further, in conjunction with the mandated rotation of the auditing firm’s lead engagement partner, the Audit Committee is directly involved in the selection of Deloitte & Touche’s new lead engagement partner. The members of the Audit Committee and the Board believe that the continued retention of Deloitte & Touche as the company’s independent registered public accounting firm is in the best interests of the Company and its shareholders.

Although ratification is not required, the Board is submitting the selection of Deloitte & Touche to shareholders as a matter of good corporate practice. If the shareholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee, although the Audit Committee may nonetheless decide to retain Deloitte & Touche as NextEra Energy’s independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee in its discretion may terminate the service of Deloitte & Touche at any time during the year if it determines that the appointment of a different independent registered public accounting firm would be in the best interests of NextEra Energy and its shareholders. Additional information on audit-related matters may be found beginning on page 29 of this proxy statement.

Representatives of Deloitte & Touche are expected to be present at the annual meeting and will have an opportunity to make a statement and respond to appropriate questions from shareholders at the meeting.

Unless you specify otherwise in your voting instructions, your proxy will be voted FOR ratification of appointment of Deloitte & Touche as NextEra Energy’s independent registered public accounting firm for 2018.

 

 

The Board unanimously recommends a vote FOR ratification of appointment of Deloitte & Touch LLP as NextEra Energy’s independent registered public accounting firm for 2018

 

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Proposal 3: Approval, by non-binding advisory vote, of NextEra Energy’s compensation of its named executive officers as disclosed in this proxy statement

The Company is asking shareholders to cast an advisory vote on the compensation of the Company’s named executive officers (“NEOs”), which is commonly called a “say-on-pay” vote, pursuant to section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although this vote is not binding, it will provide information to the Compensation Committee regarding investor sentiment about the Company’s executive compensation philosophy, policies and practices, which the Compensation Committee will be able to consider when making future determinations regarding NEO compensation. The Company plans to give shareholders the opportunity to cast an advisory vote on this matter annually. Following the vote on this proposal, the next opportunity will occur in connection with the Company’s 2019 annual meeting.

The Company asks shareholders to approve this proposal by approving the following non-binding resolution: “RESOLVED, that the shareholders of NextEra Energy, Inc. approve, on an advisory basis, the compensation paid to the Company’s NEOs, as disclosed in this proxy statement for the 2018 annual meeting of shareholders, including the Compensation Discussion & Analysis section, the compensation tables and the accompanying narrative discussion.”

The fundamental objective of NextEra Energy’s executive compensation program is to motivate and reward actions that will increase shareholder value, particularly over the longer term. The Compensation Committee believes the Company’s executive compensation program reflects a strong pay-for-performance philosophy and is well-aligned with the short-term and long-term interests of shareholders and other important Company stakeholders, including customers and employees. A significant portion of each NEO’s total compensation opportunity is performance-based and carries both upside and downside potential.

The Executive Compensation section of the proxy statement, beginning on page 32, provides a detailed discussion of the Company’s compensation program for its NEOs. The discussion reflects that NextEra Energy’s compensation program has been achieving its objective. For example, the chart below compares the Company’s TSR for the 1-, 3-, 5- and 10-year periods ended December 31, 2017 to the TSRs of the S&P 500 Electric Utilities Index, the S&P 500 Utilities Index, the UTY and the S&P 500. NextEra Energy outperformed all of these indices over all of the periods shown. NextEra Energy’s outperformance over all these periods in comparison to others in its industry, and over the 1-, 3-, 5- and 10-year periods in comparison to the S&P 500, was substantial.

NextEra Energy Total Shareholder Return Through 12-31-17 vs. Various Indices(1)

 

     1-year TSR     3-year TSR     5-year TSR     10-year TSR  

NextEra Energy

    34     60     162     221

S&P 500 Electric Utilities Index, total return

    11     21     71     63

S&P 500 Utilities Index, total return

    12     24     81     84

UTY, total return

    13     24     78     78

S&P 500, total return

    22     38     108     126

 

(1)

Source: FactSet Research Systems Inc.; except UTY, source: Bloomberg

Unless you specify otherwise in your voting instructions, your proxy will be voted FOR approval, by non-binding advisory vote, of NextEra Energy’s compensation of its NEOs as disclosed in this proxy statement.

 

 

The Board unanimously recommends a vote FOR approval, by non-binding advisory vote, of NextEra Energy’s compensation of its named executive officers as disclosed in this proxy statement

 

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Proposal 4 and 5: Shareholder proposals

In accordance with Securities and Exchange Commission (“SEC”) regulations, the text of the shareholder proposals and supporting statements appear exactly as received by the Company. The shareholder proposals may contain assertions about the Company or other matters that the Company believes are incorrect, but the Company has not attempted to refute all of those assertions. All statements contained in the shareholder proposals and supporting statements are the sole responsibility of the proponents. The Company disclaims responsibility for the content of the proposals and the supporting statements.

 

Proposal 4: Shareholder proposal

Myra Young, 9295 Yorkship Court, Elk Grove, California, who represented that she held 100 shares of the Company’s common stock as of the date this proposal was submitted, has given the Company notice that her representative, John Chevedden, intends to present this proposal at the annual meeting.

Proposal 4—Right to Act by Written Consent

Resolved, NextEra Energy, Inc. (NEE) shareholders request that our board of directors undertake such steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with applicable law and consistent with giving shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any topic for written consent consistent with applicable law.

Supporting Statement: Shareholder rights to act by written consent and to call a special meeting are two complimentary ways to bring an important matter to the attention of both management and shareholders outside the annual meeting cycle. This is important because there could be 15-months between annual meetings.

A shareholder right to act by written consent is one method to equalize our restricted provisions for shareholders to call a special meeting. For instance it takes 20% of shareholders at our company to call a special meeting when many companies allow 10% of shareholders to do so.

This proposal topic won majority shareholder support at 13 major companies in a single year. This included 67% support at both Allstate and Sprint. Last year the topic won majority votes at Western Union, Ryder System, and BorgWarner Inc.

Hundreds of major companies enable shareholders to act by written consent, including 64% of the S&P 500 and 55% of the S&P 1500.

Increase Shareholder Value

Vote for Right to Act by Written Consent—Proposal 4

 

 

The Board unanimously recommends a vote AGAINST the foregoing proposal for the following reasons:

The Board believes that adopting the shareholder proposal would not be in the best interests of the Company or its shareholders.

NextEra Energy provides opportunities for shareholders to participate in proposed actions through annual meetings and special meetings.

Under the Company’s Bylaws, shareholders may present items for consideration at an annual or special meeting of shareholders. Shareholders may propose items for business at the Company’s annual meeting by following the procedures set forth in the Company’s governing documents. Shareholders owning at least

 

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20% of the Company’s common stock may call a special meeting in between annual meetings. Shareholder meetings allow all shareholders to consider, discuss and vote on pending shareholder actions. Additionally, shareholder meetings provide that accurate and complete information about the proposed action is widely distributed in a proxy statement before the meeting, which promotes a well-informed discussion and consideration of the merits of the proposed action.

NextEra Energy also provides shareholders the opportunity to nominate directors through proxy access.

The Company recently amended its Bylaws to permit, on specified terms, a shareholder, or a group of up to 20 shareholders, owning continuously for at least three years shares of NextEra Energy representing an aggregate of at least 3% of the Company’s outstanding shares to nominate and include in the Company’s proxy materials director nominees for up to 20% of the current membership of the Board or two directorships, whichever is greater. This provides yet another way for shareholders to participate in the governance of the Company.

Action by written consent is not an effective means for shareholders to express their views.

Action by written consent permits a small group of shareholders with no fiduciary duties to other shareholders to initiate action with no prior notice either to other shareholders or to the Company. This prevents all shareholders from having an opportunity to deliberate in an open and transparent manner and to consider arguments for and against any action, including the Company’s position. Additionally, proponents of an action by written consent do not need to satisfy any holding requirements with respect to the Company’s common stock. This would allow shareholders engaging in short-term speculation to potentially determine the outcome of any particular issue. Such shareholders may not act in the interests of longer-term holders of the Company’s common stock.

NextEra Energy actively engages with shareholders in order to provide an open and constructive forum for dialogue.

The Company’s shareholder engagement efforts allow the Company to better understand our shareholder’s priorities and perspectives and enable the Company to effectively address the issues that matter most to its shareholders. The Company values the input and insights of its shareholders and is committed to continued engagement. In 2017 alone, the Company held more than 400 meetings or calls with 350 different institutional investors.

NextEra Energy has an established process by which shareholders may communicate with the Board.

In addition to annual and special meetings, shareholders have other avenues for raising important matters with the Board. The Company has procedures in place that provide its shareholders with the opportunity to communicate directly with members of the Board, including the independent Lead Director, as described in this proxy statement.

NextEra Energy has strong corporate governance practices in place.

In addition to providing for shareholders’ right to call special meetings, the Company has an annually-elected Board, a majority voting standard for election of directors in uncontested elections, an independent Lead Director and proxy access bylaw provisions as described above. The Company’s governance practices are more fully described in Governance Highlights of this proxy statement.

Unless you specify otherwise in your voting instructions, your proxy will be voted AGAINST proposal 4.

 

 

For the above reasons, the Board unanimously recommends a vote AGAINST this proposal

 

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Proposal 5: Shareholder proposal

The Comptroller of the State of New York, Thomas P. DiNapoli, 59 Maiden Lane, 30th Floor, New York, NY 10038, is the trustee of the New York State Common Retirement Fund (the “Fund”) and has given the Company notice that he intends to present this proposal at the annual meeting on behalf of the Fund. The Fund represented that it held a total of 1,410,600 shares of common stock as of the date the proposal was submitted.

Proposal 5—Political Contributions Disclosure

Resolved, that the shareholders of NextEra Energy Inc. (“NextEra” or “Company”) hereby request that the Company provide a report, updated semiannually, disclosing the Company’s:

 

1.

Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.

 

2.

Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including:

 

  a.

The identity of the recipient as well as the amount paid to each; and

 

  b.

The title(s) of the person(s) in the Company responsible for decision-making.

The report shall be presented to the board of directors or relevant board committee and posted on the Company’s website within 12 months from the date of the annual meeting. This proposal does not encompass lobbying spending.

Supporting Statement

As long-term shareholders of NextEra, we support transparency and accountability in corporate political spending. This includes any activity considered intervention in any political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal, state, or local candidates.

Disclosure is in the best interest of the company and its shareholders. The Supreme Court recognized this in its 2010 Citizens United decision: “[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.”

Publicly available records show NextEra has contributed at least $12.5 million in corporate funds since the 2010 election cycle. (CQ: http://moneyline.cq.com and National Institute on Money in State Politics: http://www.followthemoney.org)

However, relying on publicly available data does not provide a complete picture of the Company’s political spending. For example, the Company’s payments to trade associations that may be used for election-related activities are undisclosed and unknown. This proposal asks the Company to disclose all of its political spending, including payments to trade associations and other tax-exempt organizations, which may be used for political purposes. This would bring our Company in line with a growing number of leading companies, including PG&E Corporation and Southern Company, which present this information on their websites.

The Company’s Board and its shareholders need comprehensive disclosure to fully evaluate the political use of corporate assets. We urge your support for this critical governance reform.

Political Contributions Disclosure—Proposal 5

 

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The Board unanimously recommends a vote AGAINST the foregoing proposal for the following reasons:

The Board believes that adopting the shareholder proposal would not be in the best interests of the Company or its shareholders.

The very same proposal from the same proponent was defeated by the Company’s shareholders at the 2015, 2016 and 2017 annual meetings of shareholders.

The same proposal was presented on behalf of the Fund at the Company’s 2015, 2016 and 2017 annual meetings of shareholders and the Company’s shareholders rejected this proposal with 60.4%, 57.3% and 58.8%, respectively, of votes cast voting against the proposal.

NextEra Energy recently updated its website to provide additional information related to political contributions.

The Company updated its website to place filed lobbying reports directly on the Company’s website. As a result, much of the information requested in the shareholder proposal is now available directly on the Company’s website. The Company also added additional navigation links to provide easier access to the political contributions policy and information.

NextEra Energy needs to be an effective participant in the legislative and regulatory process.

The Company is closely regulated and subject to legislation that can impact the Company’s operations and profitability. The Board believes that it is in the best interests of the Company’s shareholders for NextEra Energy to be an effective participant in the political process. Laws and policies enacted and adopted by federal, state and local authorities can have a significant impact on the Company and its customers, employees and shareholders. NextEra Energy’s active participation in political processes and public policy discussions is appropriate to ensure that public officials are informed about key issues that affect the Company’s interests and those of its customers, employees and shareholders and of the communities the Company serves.

NextEra Energy already has a Political Contributions Policy and its political contributions are regulated by the government.

NextEra Energy maintains a rigorous compliance process to ensure that the Company’s political activities are lawful, properly disclosed and aligned with its Code of Business Conduct & Ethics. Political contributions are also subject to comprehensive regulation by federal, state and local governments with detailed disclosure requirements, including requirements to file reports with appropriate state and federal agencies on lobbying-related activities and expenditures. NextEra Energy is committed to compliance with all such applicable laws.

The proposal is unnecessary and duplicative because NextEra Energy’s political contributions are already subject to extensive disclosure requirements.

NextEra Energy’s publicly available Political Contributions Policy discloses the process for and the titles of the individuals responsible for authorizing contributions pursuant to this policy. NextEra Energy already reports corporate lobbying-related activities and expenditures as required to appropriate federal, state and local agencies. Information about the Political Contributions Policy and NextEra Energy’s political action committee (“PAC”) contributions and current lobbying activities can be found on the Company’s website at http://www.investor.nexteraenergy.com/corporate-governance/political-engagement-policy and in reports filed with various state and federal agencies, which are also available through links on the Company’s website.

 

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Adopting the proposal would not be the best use of NextEra Energy’s resources because adequate disclosure already exists.

Since disclosure of the Company’s policies and procedures regarding lobbying activities, business associations and PAC contributions are already readily available to the public and Company shareholders, the Company believes that the additional reports requested in the proposal could result in an unnecessary and unproductive use of the Company’s resources.

Additional disclosure requirements could hinder the Company’s ability to pursue its business and strategic objectives.

Subjecting the Company to additional disclosure requirements could hinder the Company’s ability to pursue its business and strategic objectives. Such additional disclosure would make it easier for competitors and others to discern the Company’s public policy and political strategies and implement strategies opposed to the Company’s public policy goals, which could prevent the achievement of such goals and negatively affect the Company, its operations and results. NextEra Energy believes that its responsible participation in the political process and its prudent expenditures in connection with such participation are in the best interests of the Company, its shareholders and its customers.

Unless you specify otherwise in your voting instructions, your proxy will be voted AGAINST proposal 5.

 

 

For the above reasons, the Board unanimously recommends a vote AGAINST this proposal

 

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Information About NextEra Energy and Management

Section 16(a) Beneficial Ownership Reporting Compliance

The Company’s directors and executive officers are required to file initial reports of ownership and reports of changes of their beneficial ownership of NextEra Energy common stock with the SEC pursuant to Section 16(a) of the Exchange Act. Based solely upon a review of these filings and written representations from the directors and executive officers that no other reports were required of them, the Company believes that all required filings were timely made in 2017.

Common Stock Ownership of Certain Beneficial Owners and Management

The following table shows the beneficial ownership of NextEra Energy common stock as of December 31, 2017 by the only persons known by the Company to own beneficially more than 5% of the outstanding shares of the Company’s common stock based on 471,436,476 shares outstanding as of March 26, 2018.

 

Name and Address of Beneficial Owner   

Amount and Nature        

of Beneficial        

Ownership        

  Percent of Class  

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055(1)

   38,285,470(1)     8.12

The Vanguard Group

100 Vanguard Blvd.

Malvern, PA 19355(2)

   35,521,481(2)     7.53

State Street Corporation

State Street Financial Center

One Lincoln Street

Boston, MA 02111(3)

   23,822,078(3)     5.05

 

(1)

This information has been derived from a statement on Schedule 13G/A of BlackRock, Inc., filed with the SEC on February 8, 2018. As of December 31, 2017, BlackRock, Inc., a parent holding company, reported that it had sole dispositive power with respect to all of the shares reported as beneficially owned and sole voting power as to 34,016,948 of such shares.

 

(2)

This information has been derived from a statement on Schedule 13G/A of The Vanguard Group, filed with the SEC on February 9, 2018. As of December 31, 2017, The Vanguard Group, an investment adviser, reported that it had sole dispositive power with respect to 34,654,892 shares reported as beneficially owned; shared dispositive power with respect to 866,589 shares reported as beneficially owned; sole voting power as to 721,539 shares reported as beneficially owned; and shared voting power as to 223,067 shares reported as beneficially owned.

 

(3)

This information has been derived from a statement on Schedule 13G of State Street Corporation, filed with the SEC on February 14, 2018. As of December 31, 2017, State Street Corporation, a parent holding company, reported that it had shared dispositive and shared voting power with respect to all of the shares reported as beneficially owned.

 

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The table below shows the number of shares of NextEra Energy common stock beneficially owned as of March 26, 2018 by each of NextEra Energy’s directors (all of whom are nominees for director) and NEOs and by all directors and executive officers as a group. As of March 26, 2018, all directors and executive officers as a group beneficially owned less than 1% of NextEra Energy common stock. No shares are pledged as security.

 

     Common Stock Beneficially Owned     Phantom/Deferred
Shares(4)
 
Name   Shares Owned(1)     Shares Which May Be
Acquired Within
60 Days(2)
    Total Shares
Beneficially Owned(3)
   

Sherry S. Barrat

    29,901       2,586       32,487       14,319  

James L. Camaren

    32,800       0       32,800       7,025  

Kenneth B. Dunn

    16,460       0       16,460       0  

Naren K. Gursahaney

    3,780       2,570       6,350       0  

Kirk S. Hachigian

    6,560       0       6,560       0  

Toni Jennings

    20,100       0       20,100       0  

John W. Ketchum

    27,266       20,690       47,956       2,290  

Amy B. Lane

    4,401       2,387       6,787       0  

Manoochehr K. Nazar

    117,078       175,327       292,405       9,938  

Armando Pimentel, Jr.

    85,263       196,930       282,193       8,156  

James L. Robo

    425,097 (5)      734,180       1,159,277 (5)      143,861  

Rudy E. Schupp

    23,100 (6)      0       23,100 (6)      0  

Eric E. Silagy

    40,497       92,912       133,409       5,047  

John L. Skolds

    9,334       0       9,334       0  

William H. Swanson

    26,220       0       26,220       0  

Hansel E. Tookes, II

    1,801       22,100       23,901       0  

All directors and executive officers as a group (23 persons)

    1,125,645       1,465,905       2,591,550       208,706  

 

(1)

Includes shares of restricted stock (performance-based for executive officers) for Messrs. Ketchum (4,470), Nazar (6,847), Pimentel (7,206), Robo (14,336) and Silagy (7,335), as well as for Mrs. Barrat (7,800), Ms. Lane (1,310) and Messrs. Camaren (3,200), Gursahaney (590), and Hachigian (400), and a total of 85,754 shares of restricted stock for all directors and executive officers as a group. The holders of such shares of restricted stock have voting power, but not dispositive power.

 

(2)

Includes, for executive officers, shares which may be acquired as of or within 60 days after March 26, 2018, upon the exercise of stock options and, for directors, shares payable under the Company’s Deferred Compensation Plan, amended and restated effective January 1, 2003 (the “Frozen Deferred Compensation Plan”) or the NextEra Energy, Inc. Deferred Compensation Plan effective January 1, 2005, as amended and restated through February 11, 2016, as amended (the “Successor Deferred Compensation Plan”), the receipt of which has been deferred until the first day of the month after termination of service as a Board member. The Frozen Deferred Compensation Plan and the Successor Deferred Compensation Plan are collectively referred to as the “Deferred Compensation Plan.”

 

(3)

Represents the total number of shares listed under the columns “Shares Owned” and “Shares Which May Be Acquired Within 60 Days.” Under SEC rules, beneficial ownership as of any date includes any shares as to which a person, directly or indirectly, has or shares voting power or dispositive power and also any shares as to which a person has the right to acquire such voting or dispositive power as of or within 60 days after such date through the exercise of any stock option or other right.

 

(4)

Includes phantom shares under the FPL Group, Inc. Supplemental Executive Retirement Plan, amended and restated effective April 1, 1997 (the “Frozen SERP”), and the NextEra Energy, Inc. (f/k/a FPL Group, Inc.) Supplemental Executive Retirement Plan, amended and restated effective January 1, 2005 (the “Restated SERP”). The Frozen SERP and the Restated SERP are collectively referred to as the “SERP.” Also includes, for Mr. Robo, 71,097 shares held by the trustee of a grantor trust pursuant to a deferred stock grant made under the LTIP, as to which he has neither voting nor dispositive power, and 45,917 shares, the receipt of which is deferred pursuant to the terms of a deferred stock grant under the NextEra Energy, Inc. Amended and Restated 2011 Long Term Incentive Plan (“2011 LTIP”).

 

(5)

Includes 73,550 shares held by Mr. Robo’s spouse’s Gifting Trust, the trustee of which is Mr. Robo, 76,431 shares held by the James L. Robo Gifting Trust, the trustee of which is Mr. Robo’s spouse, and 37,956 shares owned by Mr. Robo’s spouse.

 

(6)

Includes 200 shares owned by Mr. Schupp’s spouse, as to which Mr. Schupp disclaims beneficial ownership.

 

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Corporate Governance and Board Matters

Corporate Governance Principles & Guidelines/Code of Ethics

The Board has adopted Governance Guidelines that set forth expectations for directors, director independence standards, board committee structure and functions and other policies for the Company’s governance. NextEra Energy has adopted a Code of Business Conduct & Ethics applicable to all representatives of NextEra Energy and its subsidiaries, including directors, officers and employees, as well as a Code of Ethics for Senior Executive and Financial Officers (“Senior Code”), which applies to certain senior executive officers. These documents are available on the Company’s website at www.investor.nexteraenergy.com/corporate-governance. Any amendments or waivers of the Senior Code will be disclosed at this website address.

Director Independence

The Board conducts an annual review regarding the independence from the Company’s management of each of its members and, in addition, assesses the independence of any new member at the time that the new member is considered for appointment or nomination for election to the Board. In assessing independence, the Board considers all relevant facts and circumstances and the standards established by the New York Stock Exchange (“NYSE”) and also set forth or referred to in the Governance Guidelines. The NYSE standards and the Governance Guidelines require that NextEra Energy has a majority of independent directors and provide that the Board must affirmatively determine that each director has no material relationship with the Company in order to determine that the director is independent. Material relationships for this purpose may include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others.

Based on its review, the Board determined that Sherry S. Barrat, James L. Camaren, Kenneth B. Dunn, Naren K. Gursahaney, Kirk S. Hachigian, Toni Jennings, Amy B. Lane, Rudy E. Schupp, John L. Skolds, William H. Swanson and Hansel E. Tookes, II, constituting all 11 non-employee directors, are independent under the NYSE standards and the Governance Guidelines.

In determining that Mr. Schupp is independent, the Board considered that a NextEra Energy subsidiary has employed Mr. Schupp’s son since June 2011 in non-executive business roles, for total compensation in 2017 of approximately $156,000. In determining that Mr. Gursahaney is independent, the Board considered that, in 2017, a NextEra Energy subsidiary purchased electrical transformers, through transactions determined by competitive bids, from a manufacturer in which Mr. Gursahaney’s sister-in-law is an owner and in which Mr. Gursahaney has no interest of any nature.

Board Leadership Structure

The Board believes that the decision as to who should serve as chairman and as CEO, and whether the offices should be combined or separate, is properly the responsibility of the Board, to be exercised from time to time in appropriate consideration of the Company’s then-existing characteristics or circumstances. In view of the Company’s operating record, including its role as a national leader in renewable energy generation, and the operational and financial opportunities and challenges faced by the Company, the Board’s judgment is that the functioning of the Board is generally best served by maintaining a structure of having one individual serve as both chairman and CEO. The Board believes that having a single person acting in the capacities of chairman and CEO promotes unified leadership and direction for the Board and executive management and allows for a single, clear focus for the chain of command to execute the Company’s strategic initiatives and business plans and to address its challenges. However, in certain circumstances, such as the transition from one CEO to another, the Board believes that it may be appropriate for the roles of the CEO and the chairman to be separated.

The Board has an independent Lead Director selected by and from the independent directors (with strong consideration given to present and past committee chairs). The Lead Director serves a two-year term

 

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commencing on the date of the Company’s annual meeting of shareholders. Unless the independent directors determine otherwise due to particular circumstances, no director will serve as the Lead Director for more than one two-year term on a consecutive basis. In 2016, the independent directors selected Sherry S. Barrat to serve as the Lead Director until the 2018 annual meeting of shareholders. At a meeting of the Board held in connection with the 2018 annual meeting of shareholders, the independent directors will choose a Lead Director from among those independent directors elected at the annual meeting, so that at all times an independent Lead Director will be serving on the Board.

The Lead Director has the following duties and authorities:

 

 

act, on a non-exclusive basis, as liaison between the independent directors and the chairman;

 

 

approve the Board agenda and information sent to the Board;

 

 

preside at Board meetings in the absence of the chairman and to chair executive sessions of the non-management directors;

 

 

approve meeting schedules to assure that there is sufficient time for discussion of all agenda items;

 

 

call executive sessions of the independent directors;

 

 

if requested by major shareholders, be available, when appropriate, for consultation and direct communication consistent with the Company’s policies regarding communications with shareholders;

 

 

communicate Board member feedback to the CEO; and

 

 

have such other duties as may from time to time be assigned by the Board.

The Board believes that having an independent Lead Director, regular Board and committee executive sessions, a substantial majority of independent directors and the corporate governance structures and processes described in this proxy statement allow the Board to maintain effective oversight of management.

 

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Board Role in Risk Oversight

The Board discharges its risk oversight responsibilities primarily through its committees. The Board exercises its role in risk oversight in a variety of ways, including the following:

 

Audit Committee  

   Oversees the integrity of the Company’s financial statements, the independent auditor’s qualifications and independence, the performance of the Company’s internal audit function and the Company’s accounting and financial reporting processes

 

   Oversees compliance with legal and regulatory requirements

 

   Discusses with management the Company’s policies with respect to risk assessment and risk management

 

   Reviews and discusses the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures

 

   Ensures that risks identified from time to time as major risks are reviewed by the Board or a Board committee

Finance & Investment Committee  

   Reviews and monitors the Company’s financing plans

 

   Reviews and makes recommendations regarding the Company’s dividend policy

 

   Reviews risk management activities and exposures related to the Company’s energy trading and marketing operations

 

   Reviews the Company’s major insurance lines

 

   Oversees the risks associated with financing strategy, financial policies and the use of financial instruments, including derivatives

Nuclear Committee  

   Reviews the safety, reliability and quality of nuclear operations

 

   Reviews reports issued by external oversight groups

 

   Reviews the Company’s long-term strategies and plans related to its nuclear operations

Compensation Committee  

   Oversees compensation-related risks, including annually reviewing management’s assessment of risks related to employee compensation programs

 

  Oversees compensation-related risk and the compensation risk mitigation practices and controls which the Company has in place

NextEra Energy’s CEO, as the Company’s chief risk officer, together with other members of the Company’s senior management team, oversees the execution and monitoring of the Company’s risk management policies and procedures. NextEra Energy’s management maintains a number of risk oversight committees that assess operational and financial risks throughout the Company. NextEra Energy also has a Corporate Risk Management Committee, composed of senior executives, that assesses the Company’s strategic risks and the strategies employed to mitigate those risks. The Board committees discussed above meet periodically with the Company’s senior management team to review the Company’s risk management practices and key findings.

Board Evaluations

Each year the Board engages in a self-evaluation process which is conducted by the Governance & Nominating Committee. Members of the Board are surveyed to assess the effectiveness of the Board’s membership and oversight processes and to solicit input from members of the Board for improvements to the

 

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Board’s functions. With the input of the Governance & Nominating Committee, recommendations from Board members are incorporated into Board processes and Board agenda topics. This annual self-evaluation process ensures that the Board periodically considers improvements to Board processes and procedures.

Director Meetings and Attendance

The Board and its committees meet on a regular schedule and also hold special meetings from time to time. Executive sessions of the independent directors are scheduled in the agenda for each regularly-scheduled Board meeting. The Board met six times in 2017. Each director attended at least 75% of the total number of Board meetings and meetings of the committees on which he or she served during 2017. Absent circumstances that cause a director to be unable to attend the Board meeting held in conjunction with the annual shareholders’ meeting, Board members are required to attend the annual shareholders’ meeting. All 12 of the directors attended the 2017 annual meeting of shareholders.

Board Committees

The standing committees of the Board are the Audit Committee, the Compensation Committee, the Governance & Nominating Committee, the Finance & Investment Committee, the Nuclear Committee and the Executive Committee. The committees regularly report their activities and actions to the full Board, generally at the Board meeting next following the committee meeting. Executive sessions are held after each regularly-scheduled committee meeting (other than quarterly earnings review meetings of the Audit Committee) and are chaired by the committee chairs. Each of the committees operates under a charter approved by the Board and each committee (other than the Executive Committee) conducts an annual self-evaluation of its performance. Current copies of the charters of the committees are available on the Company’s website at www.investor.nexteraenergy.com/corporate-governance. The current membership and primary functions of the committees are described below.

 

     
Audit Committee         
     

Members:

 

Primary Responsibilities:

  

Meetings in 2017:

     

William H. Swanson (Chair)

Sherry S. Barrat

Naren K. Gursahaney

Toni Jennings

John L. Skolds

 

•  All members are independent and financially literate under applicable NYSE and SEC requirements

 

•  Mr. Swanson and Mr. Gursahaney are audit committee financial experts under the definition provided by the SEC

 

  Appoints the Company’s independent registered public accounting firm and approves all permitted services to be performed by the firm

 

  Reviews the independent registered public accounting firm’s qualifications, performance and independence

 

  Approves the engagement of any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services

 

  Assists the Board in overseeing the integrity of the financial statements and compliance with legal and regulatory requirements

 

  Assists the Board in overseeing the performance of the Company’s internal audit function, the accounting and financial reporting processes of the Company and audits of the Company’s financial statements

 

  Establishes procedures for the receipt, retention and treatment of complaints and concerns received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission of concerns regarding questionable accounting or auditing matters

  

Eight

 

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Compensation Committee

Members:

 

Kirk S. Hachigian (Chair)

Kenneth B. Dunn

Amy B. Lane

Rudy E. Schupp

Hansel E. Tookes, II

 

•  All members meet the NYSE standards for independence

 

Primary Responsibilities:

 

  Reviews and approves corporate goals and objectives relevant to the compensation of the CEO and the other executive officers

 

  Evaluates the performance of the CEO in light of those goals and objectives, approves the compensation of the CEO and the other executive officers, approves any compensation-related agreements for the CEO and the other executive officers and makes recommendations to the Board with respect to the non-employee directors’ compensation

 

  Oversees the preparation of the Compensation Discussion & Analysis section of this proxy statement and approves the Compensation Committee Report

 

  Reviews the results of the Company’s shareholder advisory vote on the compensation of its NEOs, makes recommendations to the Board with respect to incentive compensation plans and other equity-based plans and administers the Company’s annual and long-term incentive plans and non-employee directors stock plan

 

  Retains, and assesses the independence of, any outside compensation consultants engaged to assist in the evaluation of compensation

  

Meetings in 2017:

Five

Governance & Nominating Committee     

Members:

 

Sherry S. Barrat (Chair)

James L. Camaren

Naren K. Gursahaney

Toni Jennings

Rudy E. Schupp

 

•  All members meet the NYSE standards for independence

 

Primary Responsibilities:

 

  Reviews the size and composition of the Board, identifies and evaluates potential nominees for election to the Board and recommends candidates for all directorships to be elected by shareholders or appointed by the Board

 

  Reviews the Governance Guidelines, the Related Person Transactions Policy and the content of the Code of Business Conduct & Ethics and the Senior Code, and recommends any proposed changes to the Board

 

  Oversees the evaluation of the Board

 

  Makes recommendations to the Board regarding the business of the annual meeting of shareholders, as well as with respect to shareholder proposals that may be considered at the annual meeting

  

Meetings in 2017:

Four

 

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Finance & Investment Committee     

Members:

 

Hansel E. Tookes, II (Chair)

James L. Camaren

Kenneth B. Dunn

Kirk S. Hachigian

Amy B. Lane

William H. Swanson

 

•  All members meet the NYSE standards for independence

 

Primary Responsibilities:

 

  Reviews and monitors the Company’s financing plans

 

  Reviews and makes recommendations to the Board regarding the Company’s dividend policy

 

  Reviews the Company’s risk management activities and exposures related to its energy trading and marketing operations

 

  Reviews certain proposed capital expenditures

 

  Reviews the performance of the Company’s pension, nuclear decommissioning and other investment funds

  

Meetings in 2017:

Four

Nuclear Committee     

Members:

 

John L. Skolds (Chair)

 

•  Mr. Skolds meets the NYSE standards for independence

 

Primary Responsibilities:

 

  Meets with senior members of the Company’s nuclear division

 

  Reviews the operation of the Company’s nuclear division and makes reports and recommendations to the Board with respect to such matters

 

  Reviews, among other matters, the safety, reliability and quality of the Company’s nuclear operations and the Company’s long-term strategies and plans for its nuclear operations

  

Meetings in 2017:

Four

Executive Committee     

Members:

 

James L. Robo (Chair)

Sherry S. Barrat

Kirk S. Hachigian

William H. Swanson

Hansel E. Tookes, II

 

Primary Responsibilities:

 

  Provides an efficient means of considering such matters and taking such actions as may require the attention of the Board or the exercise of the Board’s powers or authorities when the Board is not in session

  

Meetings in 2017:

None

Consideration of Director Nominees

Proxy Access Shareholder Nominees

The Company’s recently amended Bylaws permit a shareholder, or a group of up to 20 shareholders, owning continuously for at least three years shares of NextEra Energy representing an aggregate of at least 3% of the Company’s outstanding shares to nominate and include in the Company’s proxy materials director nominees for up to 20% of the current membership of the Board or two directorships, whichever is greater, provided that the shareholder and nominee satisfy the requirements in the Bylaws. Notice of proxy access director nominees for the 2019 annual meeting of shareholders should be addressed to the Corporate Secretary, NextEra Energy, Inc., P.O. Box 14000, 700 Universe Boulevard, Juno Beach, Florida 33408-0420 and must be received no earlier than November 7, 2018 and no later than the close of business on December 7, 2018. A copy of the Bylaws containing the complete proxy access requirements is available on NextEra Energy’s website at www.investor.nexteraenergy.com/corporate-governance.

 

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Other Shareholder Nominees

The policy of the Governance & Nominating Committee is to consider properly submitted shareholder nominations of candidates for membership on the Board. Shareholder nominations are reviewed in the same manner as candidates identified by or recommended to the Governance & Nominating Committee. Any shareholder nominations proposed for consideration by the Governance & Nominating Committee should include the nominee’s name and qualifications for Board membership, should include all information that the Company’s Bylaws require for director nominations and should be addressed to the Corporate Secretary, NextEra Energy, Inc., P.O. Box 14000, 700 Universe Boulevard, Juno Beach, Florida 33408-0420. A copy of the Bylaws is available on NextEra Energy’s website at www.investor.nexteraenergy.com/corporate-governance. In order for nominations to be timely under the advance notice requirements of the Bylaws for the 2019 annual meeting, they must be received by February  23, 2019.

Communications with the Board

The Board has established procedures by which shareholders and other interested parties may communicate with the Board, any Board committee, the Lead Director and any one or more of the other directors. Such parties may write to one or more of the directors, care of the General Counsel, NextEra Energy, Inc., P.O. Box 14000, 700 Universe Boulevard, Juno Beach, Florida 33408-0420, or send an e-mail to: boardofdirectors@nexteraenergy.com. They may also contact any member of the Audit Committee with a concern under the Company’s Code of Business Conduct & Ethics by calling 561-694-4644.

The Board has instructed the General Counsel to assist the Board in reviewing all written communications to the Board, any Board committee or any director as follows:

 

 

Complaints or similar communications regarding accounting, internal accounting controls or auditing matters will be handled in accordance with the NextEra Energy, Inc. and Subsidiaries Procedures for Receipt, Retention and Treatment of Complaints and Concerns Regarding Accounting, Internal Accounting Controls or Auditing Matters.

 

 

All other legitimate communications related to the duties and responsibilities of the Board or any committee will be promptly forwarded by the General Counsel to the applicable directors, including, as appropriate under the circumstances, to the chairman of the board, the Lead Director and/or the appropriate committee chair.

 

 

All other shareholder, customer, vendor, employee and other complaints, concerns and communications will be handled by management with Board involvement as advisable with respect to those matters that management reasonably concludes to be significant.

Communications that are of a personal nature or not related to the duties and responsibilities of the Board, are unduly hostile, threatening, illegal or similarly inappropriate or unsuitable, are conclusory or vague in nature, or are surveys, junk mail, resumes, service or product inquiries or complaints, or business solicitations or advertisements, generally will not be forwarded to any director unless the director otherwise requests or the General Counsel determines otherwise.

Website Disclosures

NextEra Energy will disclose the following matters, if such matters should occur, on its website at www.investor.nexteraenergy.com/corporate-governance.

 

 

any contributions by NextEra Energy to tax exempt organizations of which a director of the Company serves as an executive officer exceeding the greater of $1,000,000 or 2% of the organization’s revenues in any single fiscal year during the past three fiscal years; and

 

 

any Board determination that service by a member of the Company’s Audit Committee on the audit committees of more than three public companies does not impair the ability of that individual to serve effectively on the Company’s Audit Committee.

 

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Transactions with Related Persons

In 2007, the Board adopted a Related Person Transactions Policy (the “Policy”) for the review and approval of Related Person Transactions by the Governance & Nominating Committee. Transactions or a series of transactions exceeding $120,000 in any fiscal year involving the Company and in which any Related Person has a direct or indirect material interest are governed by the Policy. Related Persons under the Policy are executive officers, directors and nominees for director of NextEra Energy, any beneficial owner of more than 5% of any class of NextEra Energy’s voting securities and any immediate family member of any of the foregoing persons.

In considering whether to approve a Related Person Transaction, the Governance & Nominating Committee (or its Chair, to whom authority has been delegated under certain circumstances) considers such factors as it (or the Chair) deems appropriate, which may include: (1) the Related Person’s relationship to NextEra Energy and interest in the transaction; (2) the material facts of the proposed Related Person Transaction, including the proposed value of such transaction or, in the case of indebtedness, the principal amount that would be involved; (3) the benefits to NextEra Energy and its shareholders of the Related Person Transaction; and (4) an assessment of whether the Related Person Transaction is on terms that are comparable to the terms that would be available to an unrelated third party.

The Policy provides for standing approval for certain categories of Related Person Transactions without the need for specific approval by the Governance & Nominating Committee. These categories include (1) certain transactions with other companies where the Related Person’s only relationship is as an employee (other than an executive officer), partner or principal, if the aggregate amount involved does not exceed the greater of $1,000,000 or 2% of the other company’s gross annual revenues in its most recently-completed fiscal year and (2) charitable contributions, grants or endowments by NextEra Energy to charitable organizations, foundations or universities with which a Related Person’s only relationship is as an employee (other than an executive officer) or a trustee, if the aggregate amount involved does not exceed the lesser of $500,000 or 2% of the charitable organization’s total annual receipts in its most recently completed fiscal year.

During 2017, three providers of investment management and administrative services to the Company were also beneficial owners of more than 5% of NextEra Energy’s outstanding common stock. The nature and value of services provided by these 5% shareholders and their affiliates are described below:

 

 

BlackRock provided investment management services to the NextEra Energy, Inc. Employee Pension Plan and the Employee Retirement Savings Plan, money market fund management services to NextEra Energy subsidiaries and investment services to the decommissioning trust funds for NextEra Energy’s Duane Arnold and Point Beach nuclear plants; it received fees of approximately $876,000 for such services in 2017;

 

 

State Street provided investment management and administrative services to the Company’s Employee Pension Plan and Employee Retirement Savings Plan and investment services to the decommissioning trust funds for NextEra Energy’s Florida Power & Light, Duane Arnold, Point Beach and Seabrook nuclear plants; it received fees of approximately $1,053,000 for such services in 2017; and

 

 

Vanguard provided investment management and administrative services to the Company’s Employee Retirement Savings Plan and received fees of approximately $1,188,000 for such services in 2017.

NextEra Energy believes that the terms of the services described above are comparable to the terms that would be available to an unrelated third party under the same or similar circumstances.

During 2017, the adult son of Mr. Rudy E. Schupp was employed by a subsidiary of NextEra Energy as a Project Manager. His total compensation for 2017 was approximately $156,000, and he was eligible for company benefits available to all other employees in a similar position. This transaction was reviewed and approved by the Governance & Nominating Committee in accordance with the Policy.

 

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Audit-Related Matters

Audit Committee Report

The Audit Committee submits the following report for 2017:

In accordance with the written Audit Committee Charter, the Audit Committee assists the Board of Directors (“Board”) in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company. During 2017, the Audit Committee met eight times, including four meetings where, among other things, the Audit Committee discussed the interim financial information contained in each quarterly earnings announcement with the chief financial officer, the chief accounting officer and the independent registered public accounting firm prior to public release.

In discharging its oversight responsibility as to the audit process, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the firm’s independence. The Audit Committee has reviewed any relationships that may affect the objectivity and independence of the independent registered public accounting firm and has satisfied itself as to the firm’s independence. The Audit Committee also discussed with management, the internal auditors and the independent registered public accounting firm the quality and adequacy of the Company’s internal controls and the internal audit function’s organization, responsibilities, resources and staffing. The Audit Committee reviewed with both the independent registered public accounting firm and the internal auditors their audit plans, audit scope and identification of audit risks.

The Audit Committee discussed and reviewed with the independent registered public accounting firm all communications required by generally accepted auditing standards, including those required to be discussed by PCAOB Auditing Standard No. 1301, “Communications with Audit Committees,” and discussed and reviewed the results of the firm’s audit of the financial statements. The Audit Committee also discussed the results of the internal audit examinations.

The Audit Committee reviewed and discussed the audited financial statements of the Company for the year ended December 31, 2017 with management and the independent registered public accounting firm. Management has the responsibility for the preparation of the Company’s financial statements and the independent registered public accounting firm has the responsibility for the audit of those statements.

Based on the above-mentioned review and discussions with management and the independent registered public accounting firm, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2017, for filing with the Securities and Exchange Commission.

In addition, and in accordance with the Audit Committee Charter, the Audit Committee reviewed and discussed with management and the independent registered public accounting firm management’s internal control report, management’s assessment of the internal control structure and procedures of the Company for financial reporting and the independent registered public accounting firm’s opinion on the effectiveness of the Company’s internal control over financial reporting, all as required to be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

 

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As specified in the Audit Committee Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and in accordance with generally accepted accounting principles. These are the responsibilities of the Company’s independent registered public accounting firm and management. In discharging its duties, the Audit Committee has relied on (1) management’s representations to us that the financial statements prepared by management have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles and (2) the report of the independent registered public accounting firm with respect to such financial statements.

Respectfully submitted,

William H. Swanson, Chair

Sherry S. Barrat

Naren K. Gursahaney

Toni Jennings

John L. Skolds

Fees Paid to Deloitte & Touche

The following table presents fees billed for professional services rendered by Deloitte & Touche, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates, for the fiscal years ended December 31, 2017 and 2016.

 

     2017     2016  

Audit Fees(1)

  $ 6,932,000     $ 6,556,000  

Audit-Related Fees(2)(3)

    6,743,000       7,715,000  

Tax Fees(4)

    135,000       206,000 (2) 

All Other Fees(5)

    52,000       31,000  

Total Fees(2)

  $ 13,862,000     $ 14,508,000  

 

(1)

Audit Fees consist of fees billed for professional services rendered for the audit of NextEra Energy’s and FPL’s annual consolidated financial statements for the fiscal year, the reviews of the financial statements included in NextEra Energy’s and FPL’s Quarterly Reports on Form 10-Q filed during the fiscal year and the audit of the effectiveness of internal control over financial reporting, comfort letters, consents and other services related to SEC matters, services in connection with annual and semi-annual filings of NextEra Energy’s financial statements with the Japanese Ministry of Finance and reviews of supplemental schedules.

 

(2)

These fees also include amounts billed for professional services rendered to NEP, the Company’s publicly traded subsidiary.

 

(3)

Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of NextEra Energy’s and FPL’s consolidated financial statements and are not reported under “Audit Fees.” These fees primarily related to audits of subsidiary financial statements, consultations on transactions, attestation services and examinations related to applications for government grants.

 

(4)

Tax Fees consist of fees billed for professional services rendered for tax compliance and tax advice and planning. In 2017 and 2016, approximately $12,000 and $134,000, respectively, were paid related to tax advice and planning services. All other tax fees in 2017 and 2016 related to tax compliance services.

 

(5)

All Other Fees consist of fees for products and services other than the services reported under the other named categories. In 2017 and 2016, these fees related to training.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm

In accordance with the requirements of Sarbanes-Oxley, the Audit Committee Charter and the Audit Committee’s pre-approval policy for services provided by the independent registered public accounting firm, all services performed by Deloitte & Touche are approved in advance by the Audit Committee. Audit

 

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and audit-related services specifically identified in an appendix to the pre-approval policy for which the fee is expected to be $250,000 or less are pre-approved by the Audit Committee each year. This pre-approval allows management to obtain the specified audit and audit-related services on an as-needed basis during the year, provided any such services are reviewed with the Audit Committee at its next regularly scheduled meeting. Any audit or audit-related service for which the fee is expected to exceed $250,000, or that involves a service not listed on the pre-approval list, must be specifically approved by the Audit Committee prior to commencement of such service. In addition, the Audit Committee approves all services other than audit and audit-related services performed by Deloitte & Touche in advance of the commencement of such work. The Audit Committee has delegated to the Chair of the Audit Committee the right to approve audit, audit-related, tax and other services, within certain limitations, between meetings of the Audit Committee, provided any such decision is presented to the Audit Committee at its next regularly scheduled meeting. At each Audit Committee meeting (other than meetings held solely to review earnings materials), the Audit Committee reviews a schedule of services for which Deloitte & Touche has been engaged since the prior Audit Committee meeting under existing pre-approvals and the estimated fees for those services. In 2017 and 2016, no services provided to NextEra Energy or FPL by Deloitte & Touche were approved by the Audit Committee after services were rendered pursuant to Rule 2-01(c)(7)(i)(C) of the SEC’s Regulation S-X (which provides a waiver of the otherwise applicable pre-approval requirement under certain conditions).

The Audit Committee has determined that the non-audit services provided by Deloitte & Touche during 2017 and 2016 were compatible with maintaining that firm’s independence.

 

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Executive Compensation

 

Compensation Discussion & Analysis

This compensation discussion and analysis explains our 2017 executive compensation program for the NEOs. The executive compensation program for the Company’s NEOs also generally applies to the Company’s other executive officers. Please read this discussion and analysis together with the tables and related narrative about executive compensation which follow.

Executive Summary

2017 Company Performance and CEO Compensation

NextEra Energy has a strong pay for performance philosophy that contributed to very positive 2017 results. NextEra Energy achieved Company-record adjusted earnings* of $3.2 billion, adjusted EPS* of $6.70 and a 1-year TSR of 34%. NextEra Energy’s 2017 TSR outperformed the TSR of the S&P 500 Utilities Index of 12% and the TSR of the S&P 500 Index of 22% for 2017.

These accomplishments came as the Company continued to be a leader among the 10 largest U.S. utilities (based on market capitalization) in substantially all financial metrics. Among these largest 10 U.S. utilities, NextEra Energy ranked #1 for 1-year, 3-year, 5-year, 7-year and 10-year TSR and #1 for 1-year, 3-year, 5-year, 7-year and 10-year adjusted EPS growth. In 2017, NextEra Energy ranked #1 among U.S. and global utility companies, based on market capitalization.**

In 2018, NextEra Energy was named by Fortune Magazine as the World’s Most Admired Electric & Gas Utility for the eleventh time in the last twelve years. Also in 2018, NextEra Energy was named by the Ethisphere Institute as one of the World’s Most Ethical Companies for the eleventh time in twelve years.

The returns that NextEra Energy generated for its shareholders were attributable to outstanding 2017 performance by the Company’s two principal operating businesses, FPL and NextEra Energy Resources. Some of the Company’s many operational and financial achievements in 2017 include:

FPL:

 

 

achieved best-ever performance in minutes of service unavailability per customer and best-ever average number of momentary interruptions per customer;

 

 

among the lowest typical residential customer bill in Florida and customer bills that are about 25% below the national average;

 

 

delivered best-in-class performance in per-customer operations & maintenance expense and top-decile overall fossil fleet generation availability of 90.9%;

 

 

ranked 2nd by JD Power for highest residential customer satisfaction among large utilities in the South, and ranked 3rd in the nation among large utilities; and

 

 

achieved top-decile business customer satisfaction score.

NextEra Energy Resources:

 

 

originated 3,332 megawatts of renewables, an all-time record for the Company and the industry;

 

 

continued market leadership in North American wind generation, with approximately 1,700 megawatts of new wind projects added and 700 megawatts of wind repowering projects added to its backlog;

 

*

This measure is not a financial measure calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). See Appendix A to this proxy statement for a reconciliation of this non-GAAP financial measure to the most directly comparable GAAP financial measure.

**

Market capitalization is as of December 31, 2017; rankings are sourced from FactSet Research Systems Inc.

 

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delivered strong performance in solar development, adding 1,163 megawatts of solar development, including the largest combined solar and storage facility in the U.S. announced to date;

 

 

continued successful execution of the Company’s gas pipeline project construction program; and

 

 

achieved top-decile overall equivalent forced outage rate (“EFOR”) of 1.78%.

Ultimately, the Company’s financial and operational performance is reflected in the increased value of its common stock. As the following table illustrates, TSR over the three-year period from December 31, 2014 to December 31, 2017 was 60%, meaning that an investment of $100 in NextEra Energy common stock on December 31, 2014 was worth $160.30 on December 31, 2017. The CEO’s total direct compensation over the same period was well-aligned with TSR.

 

LOGO

While our executive compensation program is designed to tie compensation to performance, some performance metrics on which our CEO’s compensation is based are intentionally designed to result in value creation over an extended period of time as opposed to on an annual basis. As a result, CEO compensation may not precisely parallel TSR in any given period. CEO compensation may lag corporate performance in certain years and it may outpace corporate performance in other years. Although absolute alignment between pay and performance in each year may not be achieved and, in any event, may not be appropriate, the Compensation Committee believes that, over time, the Company’s executive compensation program rewards superior performance, provides a disincentive for performance that falls short of expectations and closely aligns executive compensation with shareholder returns.

 

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Fundamental Objective of Our Compensation Program

The fundamental objective of our executive compensation program is to motivate and reward actions that the Compensation Committee believes will increase long-term shareholder value. The program is designed to attract, retain, motivate, reward and develop high-quality, high-performing executive leadership whose talent and expertise should enable the Company to create long-term shareholder value that over time is superior to the shareholder value created by our peers.

 

The table below highlights the fundamental elements of our executive compensation program that the Compensation Committee believes fulfills the core objective of our compensation program.

 

Fundamental Elements of Our Compensation Program
 

As discussed in more detail below, NEO direct compensation has three principal elements: base salary, annual incentive awards and equity compensation.

 

Base Salary is a fixed amount of compensation that reflects the responsibilities and day-to-day contributions of NEOs.

 

 

Annual Incentive Awards are granted for achievement of a detailed set of key financial and operational performance measures, the majority of which are based on industry benchmarks and for which payouts depend on Company performance relative to those benchmarks. The financial measures are the Company’s one-year adjusted EPS growth and adjusted return on equity (“ROE”) compared to the ten-year average of the companies in the S&P 500 Utilities Index. The operational measures are focused on operational performance relative to industry performance.

 

 

Equity Compensation consists of performance share awards, performance-based restricted stock awards and non-qualified stock option awards:

 

 

–  Performance share awards are granted for three-year performance periods to drive intermediate results. Payouts of performance share awards are based on three distinct measurements: (1) three-year TSR relative to companies in the S&P 500 Utilities Index; (2) three-year adjusted EPS growth and adjusted ROE relative to the ten-year average of the companies in the S&P 500 Utilities Index; and (3) three-year average performance on core operational performance measures relative to industry peers.

 

 

  Performance-based restricted stock awards vest ratably over three years only if the Company achieves a specified annual adjusted earnings goal each year.

 

 

  Non-qualified stock option awards are granted subject to a three-year ratable vesting period, have a ten-year term and will deliver value to executives only if the Company’s stock price at exercise exceeds the stock price on the grant date of the award.

 

 

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     Key Practices of Our Compensation Program
 
 

 

We set target total direct compensation opportunity and pay mix to support the goals of shareholder value creation and executive retention—Each NEO’s 2017 target total direct compensation opportunity was set with reference to two groups of benchmarked companies, drawn from energy services and general industry, representing the broad competitive labor market from which we recruit executive talent and with which we must compete for that talent. This target opportunity was then allocated over several forms of compensation, the mix of which was designed to support the goals of shareholder value creation and executive retention.

 

 

 

We link NEO financial success to shareholder value creation—All NEOs’ 2017 compensation included a significant element of equity compensation, supported by robust stock ownership guidelines, performance hurdles, vesting schedules and the potential for clawback.

 

 

 

We value, and review, performance relative to the performance of our competitors and peers whenever possible, rather than relative to arbitrary goals—Our basic principle underlying the linkage between performance (both financial and operational) and executive compensation is that performance superior to our competition and peers will result in above-target compensation, while performance that is not superior to our competition and peers will result in below-target compensation. Wherever comparable industry information was available, our 2017 financial and operational performance goals were set, and our 2017 performance against those goals was measured, relative to industry performance.

 

 

 

Our principal financial metrics in 2017 were adjusted ROE and adjusted EPS growth—The principal financial metrics on which our 2017 results were benchmarked against industry performance were adjusted ROE and adjusted EPS growth, both measured in comparison to the actual results of the other members of the S&P 500 Utilities Index over the ten-year period from January 1, 2008 through December 31, 2017.* The Compensation Committee believes that these financial metrics are “enduring standards,” because they are objective, require the Company to demonstrate superior performance, are aligned with how shareholder value is created and encourage management to include stretch goals as part of the annual budget-setting process. The Compensation Committee believes that a ten-year period is appropriate for comparison due to the historically longer-term economic cycles inherent in the power industry and the sporadic volatility that the power industry experiences from time to time. The Compensation Committee accordingly believes that a ten-year period reduces the likelihood that, in any given year, inappropriate metrics will be established as a result of short-term industry anomalies.

 

 

*

Estimated for 2017 using actual results for the first three quarters and analysts’ estimates for the fourth quarter.

 

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What We Do
 

 

Tie pay to performance—A substantial majority of NEO pay is not guaranteed; 92% of the CEO’s actual direct 2017 compensation was performance-based.

 

 

Use industry benchmarks when setting operational goals and when reviewing actual performance to determine payouts—We generally target top decile or top quartile performance as compared to our industry on operational measures where benchmark data is available. Actual award payouts are driven by performance relative to industry rather than performance against arbitrary goals. Delivered performance superior to our industry will generally result in above-target compensation, while performance that is not superior to our industry will generally result in below-target compensation.

 

 

Mitigate undue risk—We take steps to mitigate undue risks related to compensation, including using a clawback policy, stock ownership and retention requirements and multiple performance metrics. The Compensation Committee believes that none of the Company’s compensation programs create risks that are reasonably likely to have a material adverse impact on the Company, which the Committee validates through a comprehensive risk assessment of incentive compensation plans each year.

 

 

Robust stock ownership guidelines—We have robust stock ownership guidelines, which all NEOs exceed.

 

 

Holding period on performance-based restricted stock—We require executive officers to hold performance-based restricted stock for two years after vesting (net of shares withheld for, or used to pay, taxes).

 

 

Minimum full vesting period for stock options and performance-based restricted stock—Stock options and performance-based restricted stock generally are granted with a minimum full vesting period of three years.

 

 

Independent compensation consultant—The Compensation Committee benefits from its use of an independent compensation consultant that provides no other services to the Company.

 

 

Shareholder outreach and assessment for improvement—We engage in shareholder outreach and regularly assess the executive compensation program against shareholder input, emerging trends and other factors.

 

 

NEOs required to enter into Rule 10b5-1 plans with minimum waiting periods to transact trades in company securities—Company practice requires that NEOs must execute all trades pursuant to trading plans under SEC Rule 10b5-1 with specified minimum waiting periods approved by the General Counsel.

 

 

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What We Do Not Do
 

 

No CEO employment agreement

 

 
 

 

No tax gross-ups of NEO perquisites

 

 
 

 

No excise tax gross-up provisions in change in control agreements—Since 2009, new or materially amended change in control agreements have not included excise tax gross-up provisions.

 

 
 

 

No repricing of underwater stock options

 

 
 

 

No share recycling under equity compensation plan

 

 
 

 

No hedging of company securities by NEOs or directors permitted under securities trading policy

 

 
 

 

No pledging of company securities—Pledging of NextEra Energy securities as collateral is prohibited.

 

 
 

 

No guaranteed annual or multi-year bonuses

 

 

Compensation Committee Role and Processes; Role of External Consultant

The Compensation Committee plans its agendas to ensure a thorough and thoughtful decision process. Typically, information regarding strategic decisions with respect to the NEOs is presented at one meeting to the Compensation Committee, which makes its decision at a subsequent meeting. This allows time for follow-up questions from Compensation Committee members in advance of the final decision.

During 2017, the Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FW Cook”), an independent executive compensation consulting firm which performed no other services for NextEra Energy or its affiliates, to provide advice and counsel to the Compensation Committee from time to time. FW Cook is sometimes referred to as the “Compensation Consultant.”

In 2017, the Compensation Consultant participated in all Compensation Committee meetings. In accordance with its engagement letter, during the 2017 executive compensation cycle, FW Cook provided the Compensation Committee and the Company with analyses and advice on topics such as pay competitiveness and executive compensation program plan design. FW Cook also benchmarked and discussed with the Compensation Committee its recommendation with respect to non-employee director compensation. The Compensation Consultant also monitored current and emerging market trends and reported to the Compensation Committee on such trends and their impact on Company compensation practices. In 2017, the Compensation Committee also assessed the independence of FW Cook in accordance with SEC rules and concluded that the Compensation Consultant’s work for the Compensation Committee did not raise any conflicts of interest.

The Compensation Committee had an executive session at the end of each of its 2017 meetings, during which no executive officers were present. During the appropriate executive sessions, the Compensation Committee evaluated the performance of the chairman and CEO, discussed and approved the compensation of the chairman and CEO, met with the Compensation Consultant and discussed and considered such other matters as it deemed appropriate.

2017 Say-On-Pay Vote and Shareholder Outreach

In 2017, we held our seventh annual advisory vote to approve NEO compensation, commonly known as “say-on-pay.” In 2017, we sought to engage with shareholders who in the aggregate represented a significant percentage of our outstanding shares, and held discussions with those who agreed to our request for engagement. Those shareholders were generally supportive of our executive compensation

 

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program and of our overall corporate governance practices. Prior to making determinations about 2017 NEO total compensation opportunities, the Compensation Committee reviewed the results of the 2017 say-on-pay vote, noting that 95.9% of those voting had voted “FOR” the Company’s compensation of its NEOs. The Committee considered this vote to be supportive of the Company’s executive compensation program.

How We Made 2017 Compensation Decisions

General

The Compensation Committee used its business judgment to set each NEO’s target total direct compensation opportunity for 2017 and each compensation element. The Compensation Committee based its determination on its integrated assessment of a series of factors, including competitive alternatives, individual and team contribution and performance, corporate performance, complexity and importance of role and responsibilities, position tenure, leadership and growth potential and the relationship of the NEO’s pay to the pay of NextEra Energy’s other executive officers. There are no material differences among NEOs with respect to the application of NextEra Energy’s compensation policies or the way in which total compensation opportunity is determined.

Resources

The Compensation Committee primarily used the following resources to aid in its determination of the 2017 target total direct compensation opportunity for each NEO.

Market Comparisons/Peer Group

When establishing each NEO’s target total direct compensation opportunity for 2017, the Compensation Committee considered the competitive market for comparable executives and compensation opportunities provided by comparable companies. Competition for executive talent primarily affects the aggregate level of the target total direct compensation opportunity available to the NEOs. The Compensation Committee believes that it is critical to the Company’s long-term performance to offer its executive officers compensation opportunities broadly commensurate with their competitive alternatives. The Company obtained market comparison information for all NEOs from publicly-available peer group information. The Company’s peer group is composed of a set of companies from the energy services industry and a set of companies from general industry. These companies were selected by the Compensation Committee with input from executive officers (including the CEO) and the Compensation Consultant. The Compensation Committee believes that the use of companies both from the energy services industry and from general industry was appropriate because the Company’s executive officers come both from within and from outside the Company’s industry. NEOs were recruited from within and outside the Company’s industry and the Compensation Committee believes that their opportunities for alternative employment are not limited to other energy or utility companies.

For 2017, the Compensation Committee conducted a review of the then-existing 2016 peer group based on the following criteria:

Criteria for Energy Services Industry Companies

 

 

publicly-traded companies with a strong United States domestic presence

 

classified with a Standard Industrial Classification (“SIC”) code similar to the Company’s SIC code

 

 

annual revenue greater than $1 billion

 

a potential source of executive talent

 

 

included in an executive compensation survey database provided by a third party

 

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Criteria for General Industry Companies

 

 

publicly-traded companies with a strong United States domestic presence

 

member of the Fortune 500

 

 

considered highly reputable and highly regarded for operational excellence, product/service leadership or customer experience

 

sustained revenues between 50% and 200% of the Company’s revenues

 

 

fewer than 150,000 employees

 

heavily industrialized, highly regulated or a producer of consumer staples

 

 

operate in industries which may be potential sources of executive talent

 

no unusual executive pay arrangements

 

 

included in an executive compensation survey database provided by a third party

 

contribute to diversity of industry representation in this segment of the peer group

All energy services industry companies included in the Company’s 2016 peer group met these criteria and were retained by the Compensation Committee for the 2017 peer group and no additional companies were added to this group. The Compensation Committee determined that three general industry companies, Alcoa, Inc., Murphy Oil Corporation and SunTrust Banks, Inc., were outliers due to business transactions or the size of the companies. The Compensation Committee replaced Alcoa, Inc., Murphy Oil Corporation and SunTrust Banks, Inc. with 3M Company, Honeywell International, Inc. and Marsh & McLennan, which are in industries in which the Company competes for talent and aligned more appropriately with the Company’s business in terms of market capitalization and scope. Thus, the executive compensation programs of the following companies were reviewed as market comparators for 2017:

 

Energy Services Industry   General Industry

American Electric Power Company, Inc.

  3M Company

Consolidated Edison, Inc.

  Air Products and Chemicals, Inc.

Dominion Resources, Inc.

  Anadarko Petroleum Corporation

Duke Energy Corporation

  CIGNA Corporation

Edison International

  Colgate-Palmolive Company

Entergy Corporation

  Devon Energy Corporation

Exelon Corporation

  E. I. du Pont de Nemours and Company

FirstEnergy Corp.

  Eaton Corporation

PG&E Corporation

  Emerson Electric Co.

PPL Corporation

  Fluor Corporation

Public Service Enterprise Group Incorporated

  General Dynamics Corporation

Sempra Energy

  Hess Corporation

The Southern Company

  Honeywell International, Inc.

Xcel Energy Inc.

  Kellogg Company
    Marsh & McLennan
    Principal Financial Group, Inc.
    Schlumberger Limited
    Texas Instruments Incorporated
    Union Pacific Corporation
    Waste Management, Inc.
    Xerox Corporation

 

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Although the Compensation Committee did not target specific total compensation levels relative to industry peers (a so-called “percentile” approach), it generally reviewed peer company data at the 50th percentile for the general industry companies and the 75th percentile for the energy services industry companies. The Compensation Committee believes these levels were appropriate because:

 

 

the Company’s practice is to make a relatively high portion of each NEO’s compensation performance-based as compared to its peers;

 

 

the Company’s operations are more complex, more diverse and of a greater size than those of substantially all of its energy services industry peer companies; and

 

 

the Company’s 2016 market capitalization and assets were above the 50th percentile of its general industry peer companies and above the 75th percentile of its energy services industry peer companies.

Other Resources

 

What We Use   How We Use It

“Tally sheets” and “walk-away charts”

 

Provides a check to ensure that the Compensation Committee sees the full value of all elements of the NEOs’ annual compensation, both as opportunity and as actually realized, and sees the actual results of its compensation decisions in the various situations under which employment may terminate

Reviews by the CEO

 

Prior to the beginning of the year, the Compensation Committee solicits performance reviews of the other NEOs and executive officers from the CEO for use as an additional input to the Compensation Committee’s determination of target total direct compensation opportunity and, after the end of the year, whether or not to use their discretion to adjust annual incentive compensation amounts determined using the formula discussed below

2017 NEO Pay

Target Pay Mix

NextEra Energy has three fundamental elements of total direct compensation: base salary, annual incentive awards and equity compensation. The Compensation Committee believes that a significant portion of each NEO’s total direct compensation opportunity should be performance-based, reflecting both upside and downside potential. When determining the proportion of total compensation that each compensation element constituted in 2017, the Compensation Committee reviewed current market practices and industry trends, taking into consideration the Company’s preference for emphasizing performance-based compensation and de-emphasizing fixed compensation. In determining performance-based compensation, the Compensation Committee sought to focus the efforts of the NEOs on a balance of short-term, intermediate-term and long-term goals. In addition, the Compensation Committee considered the NEOs’ perception of the relative values of the various elements of compensation and sought input from the CEO and the Compensation Consultant.

 

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As illustrated in the following charts, 90% of the CEO’s 2017 target total direct compensation opportunity, and 77% of the other NEOs’ 2017 target total direct compensation opportunities, were performance-based and not guaranteed.

 

LOGO

2017 Base Salary

CEO: For 2017, Mr. Robo’s base salary was increased by 3.8% to $1,350,000 primarily reflecting the Company’s superior operating results in 2016, the nature and responsibilities of Mr. Robo’s position, his expertise and performance, the competitiveness of his current pay in relation to his corresponding peer group and the business judgment of the Compensation Committee.

Other NEOs: Mr. Ketchum’s base salary in 2017 of $650,000 represented a 13.1% increase, Mr. Nazar’s base salary in 2017 of $904,800 represented a 3.5% increase, Mr. Pimentel’s base salary in 2017 of $897,000 represented a 7.0% increase and Mr. Silagy’s base salary in 2017 of $860,000 represented a 8.0% increase, all of which were based on the nature and responsibilities of their respective positions, their expertise and performance, the competitiveness of each NEO’s current pay in relation to his corresponding peer group and the recommendations of the CEO.

 

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2017 Annual Performance-Based Incentive Compensation

Description of the Annual Incentive Plan for 2017

Annual Incentive Plan goals are established to incentivize superior performance relative to industry peers and a majority of these goals are based on industry benchmarks. Payouts under the Annual Incentive Plan are generally based on Company performance in the relevant period as compared to the benchmarks.

Prior to the beginning of 2017, the Compensation Committee established financial and operational performance goals under the Annual Incentive Plan in the following categories:

 

Type of 2017 Performance Goals   How We Established and Used the 2017 Performance Goals

Financial

 

   The financial metrics are based on enduring standards indicative of sustained performance—adjusted EPS growth and adjusted ROE—as compared to the financial performance over the ten-year period ended on December 31, 2017 of the companies included in the S&P 500 Utilities Index.

 

   Higher ratings indicate corporate financial performance superior to industry median and lower ratings indicate corporate financial performance which lags industry median.

 

Operational

 

   Operational goals and payout scales are established in advance of the year using available industry benchmarks insofar as possible.

 

   If an industry benchmark is not available, the applicable goal generally is set at a level representing an improvement or a stretch as compared to prior performance.

 

   As a general principle, the Compensation Committee seeks to set operational performance goals at levels that represent excellent performance, superior to the results of typical companies in our industry, and that require significant effort on the part of the executive team to achieve.

 

   Performance on certain compliance-related goals is scored as either “met” or “not met,” while performance against other goals is judged on a sliding scale in comparison to top decile, top quartile, median and sub-median performance as compared to the industry.

2017 Financial Performance Matrix

The financial performance matrix approved by the Compensation Committee for 2017, which is illustrated below, compares the Company’s 2017 adjusted EPS growth and adjusted ROE to the average of the actual annual EPS growth and ROE of the companies included in the S&P 500 Utilities Index during the

 

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ten-year period from January 1, 2008 to December 31, 2017 (estimated for 2017 using actual results for the first three quarters and analysts’ estimates for the fourth quarter).*

The Compensation Committee believes that these financial metrics are “enduring standards” because they are objective, require the Company to demonstrate improvement, are aligned with how shareholder value is created and encourage management to include stretch goals as part of the annual budget-setting process. The financial performance matrix is designed to provide relatively greater rewards if the Company outperforms others in its industry on the indexed measures and relatively lower rewards if it does not. The Compensation Committee based the matrix on adjusted earnings because it believes that adjusted earnings provide a more meaningful representation of the Company’s fundamental earning power than net income calculated in accordance with GAAP. Therefore, the Committee believes that using adjusted earnings better aligns the NEOs’ motivations with the Company’s strategy and with shareholders’ long-term interests. In addition, the Compensation Committee believes that the use of adjusted earnings for this purpose is consistent with the way in which the Company communicates its earnings to analysts and investors.

The numbers in the following matrix set forth the range of possible ratings for corporate financial performance. A rating of “1” indicates overall corporate financial performance at the industry median, while higher ratings indicate corporate financial performance superior to the industry median, and lower ratings indicate corporate financial performance which lags the industry median.

It is important to recognize that the adjusted ROE and adjusted EPS growth amounts set forth in the illustration below are not generated arbitrarily by the Company, but reflect actual industry performance on these measures for the ten-year period ended December 31, 2017, and that the Company’s executive compensation is based, with respect to adjusted ROE and adjusted EPS growth, on the performance delivered by the Company relative to industry performance.

 

 

 

LOGO

 

*

Adjusted EPS and adjusted ROE are not financial measurements calculated in accordance with GAAP. Adjusted earnings, as defined by NextEra Energy for purposes of the Annual Incentive Plan, are the Company’s consolidated net income, as reported in the audited annual financial statements as determined in accordance with GAAP, excluding the effects of: (1) changes in the mark-to-market value of non-qualifying hedges; (2) other than temporary impairments on investments; (3) extraordinary items; (4) non-recurring charges or gains (e.g., restructuring charges and material litigation losses); (5) discontinued operations; (6) regulatory and/or legislative changes and/or changes in accounting principles; (7) labor union disruptions; and (8) acts of God such as hurricanes, which is used, among other reasons, to provide industry comparability. Adjusted ROE, as defined by NextEra Energy, is equal to the Company’s adjusted earnings divided by average common shareholders’ equity, adjusted to provide industry comparability, expressed as a percentage. Adjusted EPS, as defined by NextEra Energy, are equal to the Company’s adjusted earnings divided by weighted average diluted shares outstanding.

 

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2017 Operational Goals

The Compensation Committee’s philosophy with respect to both setting and paying out incentives based on operational goals is that the goals set and the actual award payouts are driven by Company performance relative to industry benchmarks, rather than performance against arbitrary goals. Operational goals and payout scales are established based on industry benchmarks and Company performance when meaningful benchmarks are available. As noted previously, delivered performance superior to our industry will generally result in above-target compensation, while performance that is not superior to our industry will generally result in below-target compensation.

In that context, FPL’s typical performance goals are generally equal to or better than the top quartile performers in its industry and NextEra Energy Resources targets earnings growth and profitability goals that are well above utility industry norms (in both cases based on internal reviews of publicly-available information and information provided by consultants and industry associations). The following tables set forth, for 2017, the operational performance goals and the actual performance achieved against those goals.

Florida Power & Light Company:

 

Indicator   Goal   Actual   Weight  

Operations & maintenance costs (plan-adjusted)(1)

  $1,300 million(1)   $1,310 million(1)     40

Capital expenditures (plan-adjusted)(1)

  $5,250 million(1)   $5,153 million(1)  

Fossil generation availability(2)

  top decile performance   exceeded top decile performance     30

Nuclear industry composite performance index(3)

  aggressive goal   beat goal  

Service reliability—service unavailability (minutes)

  Approaching top decile (59.0 minutes)   best ever (60.0 minutes)  

Service reliability—average frequency of customer interruptions

  0.79 interruptions per customer per year (average)   0.76—best ever  

Service reliability—average number of momentary interruptions per customer

  8.5 momentary interruptions per customer per year   6.5—best-ever performance and exceeded top decile performance  

Employee safety—OSHA recordables(4)/200,000 hours

  top decile 0.62   0.59—beat goal and exceeded top decile performance     30

Significant environmental violations

  0   0  

Customer satisfaction—residential value surveys

  aggressive goal   beat goal  

Customer satisfaction—business value surveys

  aggressive goal   beat goal  

Performance under FERC and NERC reliability standards(5)

  no significant violations   no significant violations  

 

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NextEra Energy Resources:

 

Indicator   Goal   Actual   Weight  

Earnings (plan-adjusted)(1)

  $1,243 million(1)   $1,230 million(1)     47

Return on equity

  13.1%   13.0%  

Meet budgeted cost goals

  $1,784 million   $1,762 million  

NEP EBITDA

  $925 million   beat goal  

NEP Cash Available for Distribution

  $325 million   achieved goal  

Employee safety—OSHA recordables(4)/200,000 hours

  0.59   0.39—beat goal and exceeded top decile performance     22

Significant environmental violations

  0   0  

Nuclear industry composite performance index(3)

  aggressive goal   beat goal and exceeded top decile performance  

Equivalent forced outage rate(6)

  top decile performance   beat goal and exceeded top decile  

Performance under FERC and NERC reliability standards(5)

  no significant violations   no significant violations  

Execute on schedule and on budget approved North American wind projects

  1,004 MW   beat goal     31

Execute on schedule and on budget approved North American solar projects

  143 MW   beat goal  

New development or acquisition opportunities in wind, solar, gas infrastructure, or transmission

  aggressive goal   beat goal  

Maintain construction of Sabal Trail, Mountain Valley Pipeline (MVP) and Florida Southeast Connection (FSEC) on schedule and on budget

  on schedule and on budget   goal largely met  

Pre-tax income contribution from all asset optimization, marketing and trading activities, full requirements and retail

  aggressive goal   beat goal  

 

(1)

Certain of the financial performance indicators used in the Annual Incentive Plan are calculated in a manner consistent with NextEra Energy’s planning and budgeting process and how management reviews its performance relative to that plan, and are not, or do not relate directly to, financial measures calculated in accordance with GAAP. For information about the Company’s results of operations for 2017, as presented in accordance with GAAP, investors should review the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and should not rely on any adjusted amounts or non-GAAP financial measures set forth above. The following explains how the plan-adjusted amounts are calculated from NextEra Energy’s audited consolidated financial statements: (a) FPL operations & maintenance costs (plan-adjusted) is a measure that includes most but not all operations & maintenance expenses and includes certain expenses not classified as operations & maintenance expenses under GAAP, but reported for state regulatory purposes as operations & maintenance expenses; (b) FPL capital expenditures (plan-adjusted) are presented on an accrual basis, and exclude nuclear fuel payments and certain costs not classified as capital expenditures under GAAP in the consolidated statement of cash flows but reported for state regulatory purposes as capital expenditures; and (c) NextEra Energy Resources’ earnings (plan-adjusted) exclude (i) the mark-to-market effect of non-qualifying hedges, (ii) other than temporary impairments on investments, (iii) extraordinary items, (iv) non-recurring charges or gains (e.g., restructuring charges and material litigation losses), (v) discontinued operations, (vi) regulatory and/or legislative changes and/or changes in accounting principles, (vii) labor union disruptions and (viii) acts of God such as hurricanes.

 

(2)

“Fossil generation availability” measures the amount of time during a given period that a power generating unit is available to produce power.

 

(3)

The “nuclear industry composite performance index” referenced is the Institute of Nuclear Power Operations, or INPO, index. INPO promotes the highest levels of safety and reliability in the operation of commercial nuclear power plants by establishing performance objectives, criteria and guidelines for the nuclear power industry and conducting regular detailed evaluations of all nuclear power plants in North America. The INPO index is an 18-month rolling average of a nuclear plant’s, and a company’s nuclear fleet’s, performance against operating performance measures.

 

(4)

“OSHA” is the United States Occupational Safety and Health Administration. An OSHA recordable injury is an occupational injury or illness that requires medical treatment more than simple first aid and must be reported under OSHA regulations.

 

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(5)

“FERC” is the Federal Energy Regulatory Commission and “NERC” is the North American Electric Reliability Corporation.

 

(6)

The “equivalent forced outage rate” is computed as the hours of unit failure (unplanned outage hours and equivalent unplanned de-rated hours) given as a percentage of the total hours of the availability of an electricity generating unit.

After the end of 2017, the Executive Compensation Review Board (“review board”), whose members were Messrs. Ketchum, Pimentel, Robo and Silagy and the most senior human resources officer, assessed: (1) whether the operational performance goals had been achieved, exceeded or missed and, to the extent exceeded or missed, by what margin such goals had been exceeded or missed (as set forth in the tables above); (2) the degree of difficulty of achieving each goal; and (3) the Company’s performance with respect to each goal as compared to the pre-established payout scale based on top decile, top quartile, median and sub-median performance on the same measure (industry-based where benchmark data was available), and arrived at an aggregate determination for the Company’s 2017 performance as compared to the goals. This assessment determined that the Company had achieved superior performance in 2017. The determination of the review board was then presented to the Compensation Committee, which had ultimate authority to accept or modify all or any part of the determination. For 2017, the Compensation Committee reviewed and discussed the review board’s recommendations and the conclusions on which they were based, and determined to accept those recommendations.

2017 Annual Incentive Awards for the NEOs

Each NEO’s 2017 annual incentive compensation was determined based on a rating (“NextEra Energy performance rating”) derived by combining the Company’s financial performance as measured by the financial performance matrix (weighted 50%) and the Company’s operational performance as compared to the operational performance goals (weighted 50%). The NextEra Energy performance rating for 2017, determined in this manner, was 1.83.

The NextEra Energy performance rating may be adjusted for each NEO by the Compensation Committee based on individual performance under circumstances in which the Compensation Committee determines that the formulaic calculation of the performance rating without adjustment would otherwise result in the payment of an inappropriate incentive. The Compensation Committee generally uses this aspect of the executive compensation program on a conservative basis, as it believes that the formula for calculating the NextEra Energy performance rating ordinarily should result in appropriate incentive payments. The individual performance adjustment, when used, historically has most often ranged between +/- 10%.

The Compensation Committee determined the individual performance factors in 2017 based on recommendations from the CEO (for all of the NEOs other than himself). For each NEO other than the CEO, the 2017 individual performance factor was based primarily upon the Company’s exceptional performance as described in the Executive Summary, above, as well as (for each NEO other than the CEO) the NEO’s performance relative to a set of objectives agreed upon with the CEO at the beginning of the year. For the CEO, the Compensation Committee determined the individual performance factor. The Compensation Committee determined Mr. Robo’s 2017 individual performance factor based on the Compensation Committee’s assessment of his performance and the Company’s overall 2017 performance as described in the Executive Summary.

The following illustrates the determination of the 2017 annual incentive for each NEO:

 

annual incentive = (NextEra Energy performance rating x individual performance factor) x target annual incentive

 

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In years where the Company’s performance is above or substantially above the performance of its peers as evidenced by industry benchmarks, as it was in 2017, the Company expects that annual incentive awards will be paid to the NEOs at a rate exceeding the target rate. For 2017, the NEOs’ annual incentive awards were as follows:

 

Named Executive Officer  

2017 Target Annual

Incentive

   

2017 Annual Incentive

Award

 

James L. Robo

  $ 2,160,000     $ 4,320,000  

John W. Ketchum

  $ 455,000     $ 873,600  

Armando Pimentel, Jr.

  $ 627,900     $ 1,205,600  

Manoochehr K. Nazar

  $ 633,360     $ 1,266,700  

Eric E. Silagy

  $ 602,000     $ 1,204,000  

The amounts set forth above for the NEOs’ 2017 annual incentive awards are also set forth in the “Non-Equity Incentive Plan Compensation” column (column (g)) in Table 1a: 2017 Summary Compensation Table.

2017 Long-Term Performance-Based Equity Compensation

Equity Compensation Mix

 

What We Granted   Why We Granted It

Performance shares

 

Directly focus NEOs on the multi-year sustained achievement of challenging TSR, financial and operational goals, because the number of shares ultimately earned depends upon the Company’s and the NEO’s performance over a three-year performance period

 

Performance-based restricted stock

 

Includes a performance goal; affected by all stock price changes, so value to NEOs affected by both increases and decreases in the Company’s stock price

 

Stock options

 

Reward the NEOs only if the Company’s stock price increases and remains above the stock price on the date of grant

 

In determining the appropriate mix of equity compensation components, the Compensation Committee primarily considers the following factors:

 

 

the mix of these components at competitor and peer companies, and emerging market trends;

 

 

the retention value of each element and other values important to the Company, including, for example, the tax and accounting consequences of each type of award;

 

 

the advice of the Compensation Consultant; and

 

 

the perceived value to the NEO of each element.

As shown below, the Compensation Committee continued its practice of granting NEOs equity-based compensation which is composed of a substantially greater percentage of performance share awards, since our shareholders indicated, through shareholder outreach, that they most highly value the longer-term performance features of performance shares. After the Compensation Committee determined the

 

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appropriate mix of equity compensation components, the target award level for each equity-based element was expressed as a percentage of each NEO’s target total direct compensation opportunity. The target dollar value for each component was converted to a number of shares of equivalent value (estimated present value for stock options and performance shares).

2017 Mix of Equity Compensation Awards for the NEOs

In 2017, the Compensation Committee granted the following mix of equity-based compensation to the NEOs:

 

     Mix of Equity Compensation Awards(1)  
Named Executive Officer  

Performance

Shares

    Options    

Performance-

Based Restricted

Stock

 

James L. Robo

    65     25     10

John W. Ketchum

    60     20     20

Manoochehr K. Nazar

    60     20     20

Armando Pimentel, Jr.

    60     20     20

Eric E. Silagy

    60     20     20

 

(1)

Calculation of mix percentages based on the grant date present value of each grant as a percentage of each NEO’s total equity-based compensation.

Performance Share Awards Granted in 2017 for the Performance Period Ending December 31, 2019

For the performance share awards granted in 2017 for the performance period beginning January 1, 2017 and ending December 31, 2019, the Compensation Committee continued to use the performance measures adopted in 2013 to ensure that the link between executive pay and TSR is embedded explicitly in the design of the Company’s executive compensation program. Additionally, the Compensation Committee implemented an individual performance factor ranging from +/- 20%, which is applicable only to 65% of the performance share award determined based on financial and operational performance measures, to enable the Compensation Committee to adjust payouts based on their assessment of the NEO’s individual performance. The goals used to measure long-term performance for purposes of the NEOs’ performance share awards are different both in terms of the objectives and time-frames than the goals used to measure short-term performance under the Company’s Annual Incentive Plan. The measures, and their relative weights, are set forth below:

 

Performance Measure                    Weight                

3-year TSR relative to the companies in the S&P 500 Utilities Index

  35%

3-year adjusted ROE and adjusted EPS growth (determined using a financial matrix similar to the one set forth on page 43)

  52%

Operational measures:

  3-year average employee safety—OSHA recordables/200,000 hours

  Nuclear industry composite performance index (combined for FPL and NextEra Energy Resources nuclear facilities)

  3-year average equivalent forced outage rate (fossil and renewable generation)

  FPL 3-year average service reliability—service unavailability (minutes)

  3.25% each

During the performance period, performance shares are not issued, the NEO may not sell or transfer the NEO’s contingent right to receive performance shares and dividends are not paid.

 

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Performance Share Awards for the Performance Period Ended December 31, 2017

Each NEO was granted a target number of performance shares in 2015 for a three-year performance period beginning January 1, 2015 and ended on December 31, 2017. The Compensation Committee views the payout of this grant after the end of the performance period as part of each NEO’s 2015 compensation, while the performance shares granted in 2017 for the performance period ending on December 31, 2019 are considered to be part of each NEO’s 2017 compensation, even though the shares will not be issued, if at all, until February 2020.

At the end of the performance period for the performance share awards granted in 2015, each NEO’s performance share award payout, other than Mr. Ketchum’s payout, was determined in accordance with measures and weights described in the table above under Performance Share Awards Granted in 2017 for the Performance Period Ending December 31, 2019.

The 2015 performance share award overall rating, determined in this manner, was 2.00, as shown below.

 

Performance Measure(1)   Weight     Result     Payout as a %
of Target
 

Adjusted EPS Growth and Adjusted ROE

    52     2.00       200

Operational Measures

    13     1.97       197

Relative TSR

    35     2.00       2.00

Overall Rating

            2.00       200

 

(1)

The individual performance factor ranging from +/- 20% (applicable to 65% of the performance share award determined based on financial and operational performance measures) was not applied to 2015 performance share award ratings for the NEOs, whose performance was determined in accordance with the measures and weights described in the table above.

Applying the overall rating results to the target performance shares resulted in the following performance share award payouts for each of the NEOs:

 

Named Executive Officer   Target Performance Shares
for Performance Period
1/1/15-12/31/17
    Performance Shares Earned  

James L. Robo

    52,710       105,420  

John W. Ketchum(1)

    4,525       8,280  

Armando Pimentel, Jr.

    9,484       18,968  

Manoochehr K. Nazar

    10,058       20,116  

Eric E. Silagy

    5,892       11,784  

 

(1)

Mr. Ketchum’s 2015 performance share award payout was determined by multiplying his target number of performance shares by his three-year average performance rating determined under the Annual Incentive Plan for each of 2015, 2016 and 2017.

See Table 2: 2017 Grants of Plan-Based Awards for information about the performance shares awarded to the NEOs in 2017 and Table 4: 2017 Option Exercises and Stock Vested for additional information about the performance shares issued for the three-year performance period which began on January 1, 2015 and ended on December 31, 2017.

 

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Performance-Based Restricted Stock Granted in 2017

The performance objective for performance-based restricted stock was increased substantially in 2013, from adjusted earnings of $500 million to adjusted earnings of $1.2 billion. Therefore, the shares of performance-based restricted stock granted in 2017, which would otherwise vest ratably in 2018, 2019 and 2020, will not vest unless and until the Compensation Committee certifies that NextEra Energy’s adjusted earnings for each of 2018, 2019 and 2020, respectively, equal or exceed $1.2 billion.

Because the Compensation Committee intends for the grant date present value of performance-based restricted stock awards to equal the fair market value of an equivalent number of shares of the Company’s common stock absent the performance and vesting conditions, dividends are paid on performance-based restricted stock awards as and when dividends are paid on the common stock. However, any dividends paid on performance-based restricted stock awards that do not vest must be repaid within 30 days following forfeiture of the award.

See Table 2: 2017 Grants of Plan-Based Awards for information about the performance-based restricted stock awarded to the NEOs in 2017 and the description following that table for information about the material terms and conditions applicable to those performance-based restricted stock awards.

Non-Qualified Stock Option Awards in 2017

The Compensation Committee grants non-qualified stock options, rather than incentive stock options, primarily because the tax treatment of non-qualified stock options is more favorable to the Company than the treatment of incentive stock options. The 2011 LTIP prohibits repricing of awarded options without shareholder approval. See Table 2: 2017 Grants of Plan-Based Awards for information about the stock options granted to the NEOs in 2017 and the description following that table for further information about the material terms and conditions applicable to stock options.

Equity Grant Practices

Equity awards are granted by the Compensation Committee to the NEOs each year in mid-February, which is a date that is normally set two years in advance. The Compensation Committee believes that granting equity in this way is appropriate because the Company typically releases year-end earnings in late January, so all relevant information should be available to the market on the grant date. Equity awards may also be made to new executive officers upon hire or promotion, generally coincident with the date of hire or promotion or the Compensation Committee meeting next following the date of hire or promotion. The Compensation Committee does not seek to time equity grants to take advantage of information, either positive or negative, about the Company which has not been publicly disseminated. The exercise price of options granted is equal to the closing market price of NextEra Energy’s common stock on the effective date of grant.

Additional 2017 Compensation Elements

Benefits

NextEra Energy provides its executive officers with a comprehensive benefits program which includes health and welfare, life insurance and other personal benefits. For programs to which employees contribute premiums, executive officers pay the same premiums as other similarly-situated exempt employees. Retirement and other post-employment benefits are discussed under Post-Employment Compensation. These benefits are an integral part of the total compensation package for NEOs, and the aggregate value is included in the information reviewed by the Compensation Committee annually to ensure the reasonableness and appropriateness of total rewards. In addition, NextEra Energy believes that the intrinsic value placed on personal benefits by the NEOs is generally greater than the incremental cost of those benefits to the Company.

 

 

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Personal Benefits

NextEra Energy provides its executive officers with personal benefits which, in many cases, improve efficiency by allowing the executive officers to focus on their critical job responsibilities and/or increasing the hours they can devote to work. Some of these benefits also serve to better secure the safety of the executive officers and their families. The Compensation Committee and its Compensation Consultant periodically review the personal benefits offered by the Company to ensure that the program is competitive and producing the desired results. The Compensation Committee believes that the benefits the Company derives from these personal benefits more than offset their incremental cost to the Company.

See footnote 2 to Table 1b: 2017 Supplemental All Other Compensation for a description of the personal benefits provided to the NEOs for 2017.

Use of Company-Owned Aircraft

Company aircraft are available to the NEOs, as well as other employees and directors, for business travel, which includes, in the judgment of the Governance & Nominating Committee, travel by NEOs to Company-approved outside board meetings and travel in connection with physical examinations. Among other advantages, business use of the aircraft by executives maximizes time efficiencies, provides a confidential environment for business discussions and enhances security.

NextEra Energy permits limited non-business use of Company aircraft by NEOs when that use does not interfere with the use of Company aircraft for business purposes. Non-business use is generally discouraged, however, and must be approved in advance by the CEO. NEOs must pay the Company for their non-business use based on the rate prescribed by the IRS for valuing non-commercial flights. A NEO traveling on Company aircraft for business purposes may, with the approval of the CEO, be accompanied by the NEO’s guests, spouse and/or other family members. In this circumstance, there is essentially no incremental cost to the Company associated with transporting the additional passengers. Unless the travel is important to carrying out the business responsibilities of the NEO, however, the Company generally requires payment by the NEO for these passengers based on the rates described above. All non-business use of Company aircraft is reported to and reviewed by the Governance & Nominating Committee annually. In 2017, the NEOs’ use of Company aircraft for non-business purposes represented approximately 120 passenger flight hours and for travel to Company-approved outside board meetings and annual physical examinations represented an additional approximately 42 passenger flight hours. Company aircraft were used for a total of approximately 3,895 passenger flight hours in the aggregate in 2017.

Policy on Tax Reimbursements on Executive Perquisites

In accordance with the NextEra Energy, Inc. Policy on Tax Reimbursements on Executive Perquisites, the Company does not provide tax reimbursements on perquisites to the NEOs. In circumstances where the Compensation Committee deems such an action appropriate, the Company may provide tax reimbursements to executives as part of a plan, policy or arrangement applicable to a broad base of management employees of the Company, such as a relocation or expatriate tax equalization policy.

 

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Other Important Compensation Practices and Policies

2018 Compensation Plan Design Changes

Performance Share Awards

Effective beginning in 2018, the Committee implemented changes to the NEOs’ performance share awards in order to better align the award design with TSR plan design trends and enable stronger pay for performance alignment. A summary of the changes are as follows:

 

   

replace the relative TSR performance measure of 35% with a relative TSR performance modifier of ±20% to the performance share award payout;

 

   

change the TSR peer group to the top 10 power companies by market cap, a subset of the S&P 500 Utilities index;

 

   

change the weighting of the financial and operating measures; and

 

   

adjust the start and end date measurement periods used to calculate TSR to a 20-trading day trailing average.

Performance-Based Restricted NEP Common Units

In February 2018, as part of the Compensation Committee’s setting of 2018 long-term performance-based incentive compensation for the NEOs, the Compensation Committee expressed its preference that a portion of the long-term performance-based incentive compensation to be awarded to the NEOs who are also officers of NEP be granted in the form of performance-based restricted common units of NEP (“NEP Awards”). The Compensation Committee concluded that the proposed NEP Awards would further align the incentive compensation of these NEOs to activities that promote the growth of long-term value for shareholders of NextEra Energy. After considering this and other factors, the Board of Directors of NEP (the “NEP Board”) in February 2018 approved grants of NEP Awards to those Company NEOs who are also officers of NEP, as well as to other officers and employees of the Company or its affiliates who are responsible for significant NEP activities.

The NEP Awards received by Company NEOs did not increase the NEOs’ overall incentive compensation opportunity, but instead replaced on a dollar-for-dollar basis approximately 7% of the aggregate grant date value of the portion of their long-term performance-based awards in 2018 that otherwise would have been issued in the form of performance-based restricted stock of the Company. The performance objective for NEP Awards is adjusted EBITDA of $400 million. Therefore, the NEP Awards granted in 2018, which would otherwise vest ratably in 2019, 2020 and 2021, will not vest unless and until the NEP Board certifies that NEP’s adjusted EBITDA for 2019, 2020 and 2021, respectively, equals or exceeds $400 million.

The NEP Awards were made pursuant to the NextEra Energy Partners, LP 2014 Long Term Incentive Plan. NEP will be reimbursed by the Company for the grant date fair value of all NEP Awards granted to employees and officers of the Company or its affiliates. The table that follows provides information about the NEP Awards made to the NEOs in 2018:

 

 

Named Executive Officer   2018 NEP
Performance-Based
Restricted
Common Units
   

2018 NEP
Performance-Based
Restricted Common
Unit

Grant Value

 

James L. Robo

    18,329     $ 735,000  

John W. Ketchum

    3,576     $ 143,400  

Armando Pimentel, Jr.

    5,099     $ 204,500  

Manoochehr K. Nazar(1)

    0     $ 0  

Eric E. Silagy(1)

    0     $ 0  

 

(1)

Messrs. Nazar and Silagy are not officers of NEP and did not receive a grant of NEP performance-based restricted common units in 2018.

 

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Stock Ownership and Retention Policies

The Company believes it is important for executive officers to accumulate a significant amount of NextEra Energy common stock to align officers’ interests with those of the Company’s shareholders. NextEra Energy’s NEOs (and all other executives) are subject to a stock ownership policy and a stock retention policy. The Company believes these policies strongly reinforce NextEra Energy’s executive compensation philosophy and objectives. At the same time, the Company recognizes that the accumulation of a large, undiversified position in NextEra Energy common stock can at some point create undesired incentives, and it permits its officers some degree of diversification once the target level of holdings is reached. Under the stock ownership policy, officers are expected, within three years after appointment to office, to own NextEra Energy common stock with a value equal to a multiple of their base salaries. Shares of NextEra Energy common stock and share units held in NextEra Energy’s employee benefit plans and deferred compensation plan are credited toward meeting this requirement. Unvested shares of performance-based restricted stock count, while shares subject to unpaid performance share awards and unexercised options do not count, toward the calculation of required holdings. The current multiples are as follows:

 

Chief Executive Officer

     seven times base salary rate

Senior Executive Officers

     three times base salary rate

Other Officers

     one times base salary rate

As of December 31, 2017, all NEOs owned common stock in excess of their requirements.

Under the stock retention policy, until such time as the requirements of the stock ownership policy are met, NextEra Energy expects executive officers to retain (and not sell) a number of shares equal to at least two-thirds of shares acquired through equity compensation awards (cumulatively, from the date of appointment as an executive officer). In addition, in accordance with an amendment to the stock retention policy effective in March 2012, all of the NEOs (among other executive officers) must retain all shares of performance-based restricted stock which vest after March 16, 2012 for a minimum of 24 months after vesting (net of shares withheld for, or used to pay, taxes).

Officers who fail to comply with the retention policy may not be eligible for future equity-based compensation awards for a two-year period. The CEO may approve the modification or reduction of the minimum retention requirements (other than for himself) to address the special needs of a particular officer, although to date there have been no such modifications or reductions.

Clawback Provisions

In 2012, the Board adopted an incentive compensation recoupment, or “clawback,” policy which provides for recoupment of incentive compensation granted after the date the policy was adopted from current and former executive officers in the event of the occurrence of either of the following triggering events:

 

(1)

a decision by the Audit Committee that recoupment is appropriate in connection with an accounting restatement of the Company’s previously-published financial statements caused by what the Audit Committee deems to be material non-compliance by the Company with any financial reporting requirement under the federal securities laws (“Financial Statement Triggering Event”); or

 

(2)

a decision by the Compensation Committee that one or more performance metrics used for determining previously paid incentive compensation was incorrectly calculated and, if calculated correctly, would have resulted in a lower payment to one or more executive officers (“Performance Triggering Event”).

If a triggering event occurs, the Company will (to the extent permitted by applicable law) recoup from any executive officer any incentive compensation paid or granted during the three-year period preceding the triggering event that was in excess of the amount that would have been paid or granted after giving effect,

 

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as applicable, to the accounting restatement that resulted from the Financial Statement Triggering Event or to what would have been the correct calculation of the performance metric(s) used in determining that a Performance Triggering Event had occurred. The incentive compensation to be recouped will be in an amount and form determined in the judgment of the Board. In addition, the 2011 LTIP provides that any award granted under the 2011 LTIP will be subject to mandatory repayment by the grantee to the extent that events occur that require such mandatory repayment under (a) any Company “clawback” or recoupment policy that is adopted to comply with the requirements of any applicable law, rule or regulation, or otherwise (such as the policy described above) or (b) any law, rule or regulation which imposes mandatory recoupment upon the occurrence of such events.

Post-Employment Compensation

General

NextEra Energy expects continued and consistent high levels of individual performance from all executive officers as a condition of continued employment. The Company has in the past terminated the employment of executive officers who were unable to sustain the expected levels of performance, and it is prepared to do so in the future should that become necessary. All of the NEOs, including the CEO, are “employees at will.”

Set forth below is a description of the agreements and programs that may provide for compensation should the NEO’s employment with the Company terminate under specified circumstances.

Severance Plan

The NextEra Energy, Inc. Executive Severance Benefit Plan (the “Severance Plan”) provides for the payment of severance benefits to the NEOs and to certain other senior executives if their employment with the Company is involuntarily terminated in specified circumstances. The purpose of the Severance Plan, which was adopted by the Compensation Committee in February 2013, is to retain the covered senior executives and encourage dedication to their duties by ensuring the equitable treatment of those who may experience an involuntary termination, as defined in the Severance Plan. The Severance Plan provides severance benefits following involuntary termination in exchange for entry by the executive into a release of claims against the Company and an agreement to adhere to certain non-competition and related covenants protective of the Company and its affiliates. Following a covered involuntary termination and the execution of the release and other agreement, the executive would receive a cash payment equal to two times the executive’s annual base salary plus two times the executive’s target annual incentive compensation for the year of termination, payable in two equal annual installments. In addition, the executive’s outstanding equity and equity-based awards would vest pro rata, and become payable at the end of any applicable performance periods, subject to the attainment by the Company of the specified performance objectives. The executive also would receive certain ancillary benefits, including outplacement assistance or payment in an amount equal to the value of the outplacement assistance. Amounts payable under the Severance Plan are subject to a cap specified in the Severance Plan.

The Company may amend or terminate the Severance Plan, in full or in part, at any time, but if an amendment or termination would affect the rights of an executive, the executive must agree in writing to the amendment or termination. The Severance Plan does not provide for the payment of severance benefits upon terminations governed by the terms of the Retention Agreements described below.

Change in Control

Each of the NEOs is a party to an executive retention employment agreement (“Retention Agreement”) with the Company. The Compensation Committee has concluded that the Retention Agreements are desirable in order to align NEO and shareholder interests under some unusual conditions, as well as useful and, in some cases, necessary to attract and retain senior executive talent.

 

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In connection with a change in control of the Company, it can be important to secure the dedicated attention of executive officers whose personal positions are at risk and who have other opportunities readily available to them. By establishing compensation and benefits payable under various merger and acquisition scenarios, change in control agreements enable the NEOs to set aside personal financial and career objectives and focus on maximizing shareholder value. These agreements also help the officer to maintain an objective and neutral perspective in analyzing opportunities that may arise. Furthermore, they ensure continuity of the leadership team at a time when business continuity is of paramount concern. Without the Retention Agreements, the Company would have a greater risk of losing key executives in times of uncertainty.

Retention Agreements entered into since 2009 do not include excise tax gross-ups. The material terms of the Retention Agreements are described under Potential Payments Upon Termination or Change in Control on page 70.

Retirement Programs

Employee Pension Plan and 401(k) Plan

NextEra Energy maintains two retirement plans which qualify for favorable tax treatment under the Internal Revenue Code (“Code”): a non-contributory defined benefit pension plan and a defined contribution 401(k) plan. These plans are available to substantially all NextEra Energy employees. Each of the NEOs participates in both plans. The pension plan is more fully described following Table 5: Pension Benefits.

Supplemental Executive Retirement Plan (“SERP”)

Current tax laws place various limits on the benefits payable under tax-qualified retirement plans, such as NextEra Energy’s defined benefit pension plan and 401(k) plan, including a limit on the amount of annual compensation that can be taken into account when applying the plans’ benefit formulas. Therefore, the retirement incomes provided to the NEOs by the qualified plans generally constitute a smaller percentage of final pay than is typically the case for other Company employees. In order to make up for this and maintain the market-competitiveness of NextEra Energy’s executive retirement benefits, NextEra Energy maintains an unfunded, non-qualified SERP for its executive officers, including the NEOs. For the NEOs, compensation included under the SERP is annual base salary plus the actual annual cash incentive award, as opposed to the compensation included under the qualified plans, which is annual base salary only. NextEra Energy believes it is appropriate to include annual cash incentive awards for purposes of determining retirement plan benefits (both defined benefit pension and 401(k)) for the NEOs in order to ensure that the NEOs can replace in retirement a proportion of total compensation similar to that replaced by other employees participating in the Company’s defined benefit pension and 401(k) plans, bearing in mind that base salary alone constitutes a relatively smaller percentage of a NEO’s total compensation.

For additional information about the defined benefit plan benefit formulas under the SERP, see Table 5: Pension Benefits and accompanying descriptions.

Deferred Compensation Plan

NextEra Energy sponsors a non-qualified, unfunded Deferred Compensation Plan, which allows eligible highly compensated employees, including the NEOs, voluntarily and at their own risk to elect to defer certain forms of compensation prior to the compensation being earned and vested. NextEra Energy makes this opportunity available to its highly compensated employees as a financial planning tool and an additional method to save for retirement. Deferrals by executive officers generally result in the Company deferring its obligation to make cash payments or issue shares of its common stock to those executive officers.

The Compensation Committee does not view the Deferred Compensation Plan as providing executives with additional compensation. Participants in the Deferred Compensation Plan are general creditors of the Company and the deferral of the payment obligation provides a financial advantage to the Company. Mr. Nazar elected to defer 50% of his base salary in 2017.

 

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Tax Considerations

The Compensation Committee carefully considers the tax impact of the Company’s compensation programs on NextEra Energy as well as on the NEOs. However, the Compensation Committee believes that decisions regarding executive compensation should be primarily based on whether they result in positive long-term value for the Company’s shareholders and other important stakeholders. For example, the Compensation Committee has considered the impact of tax provisions such as section 162(m) of the Code in structuring NextEra Energy’s executive compensation program and, to the extent reasonably possible in light of its compensation goals and objectives, the compensation paid to the NEOs has been structured with the expectation that it will qualify as qualified performance-based compensation deductible by the Company for federal income tax purposes under section 162(m) of the Code to the extent such section is applicable. Under the Tax Cuts and Jobs Act of 2017, effective for the Company’s taxable year beginning January 1, 2018, the exception for performance-based compensation will no longer be available, subject to transition relief for certain grandfathered arrangements in effect as of November 2, 2017. However, in light of the competitive nature of the market for executive talent, the Compensation Committee believes that it is more important to ensure that the NEOs remain focused on building shareholder value than to use a particular compensation practice or structure solely to ensure tax deductibility. Therefore, in some cases the compensation paid to NEOs is nondeductible, including in 2017, for example, a portion of Mr. Robo’s base salary, the value of certain of Mr. Robo’s personal benefits and the dividends accruing on his unvested performance-based restricted stock, which the Compensation Committee believes is appropriate, immaterial to the Company as a financial matter and consistent with the Company’s overall executive compensation design and philosophy.

 

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion & Analysis required by applicable SEC rules which precedes this Report and, based on its review and that discussion, the Compensation Committee recommended to the Board that the Compensation Discussion & Analysis set forth above be included in the Company’s proxy statement for the 2018 annual meeting of shareholders.

Respectfully submitted,

Kirk S. Hachigian, Chair

Kenneth B. Dunn

Amy B. Lane

Rudy E. Schupp

Hansel E. Tookes, II

 

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Compensation Tables

When reviewing the narrative, tables and footnotes which follow, note that, in order to meet the goals and objectives of NextEra Energy’s executive compensation program as described in Compensation Discussion & Analysis, the Compensation Committee primarily focuses on, and values, each NEO’s total compensation opportunity at the beginning of the relevant performance periods. Since many elements of total compensation are variable, based on performance and are not paid to the NEO for one, two or three years (and in some instances longer) after the compensation opportunity is first determined, the amounts reported in some of the tables in this proxy statement may reflect compensation decisions made prior to 2017 and in some cases reflect amounts different from the amounts that may ultimately be paid.

Table 1a: 2017 Summary Compensation Table

The following table provides certain information about the compensation paid to, or accrued on behalf of, the NEOs in 2017. It is important to keep in mind the following when reviewing the table:

 

 

The amounts shown in the “Stock Awards” and the “Option Awards” columns are based on the aggregate grant date fair value of awards computed under applicable accounting rules for all equity compensation awards.

 

 

The “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column reflects the actuarially-determined change in the present value of the pension benefit payable to each NEO in the applicable year. These changes in present value are not related to any compensation decision on the part of the Compensation Committee.

Table 1a: 2017 Summary Compensation Table

 

Name and Principal
Position(a)
 

Year

(b)

   

 Salary

 ($)(c)

   

 Bonus

 ($)(d)

   

 Stock

 Awards(3)(4)(5)

 ($)(e)

   

 Option

 Awards(3)

 ($)(f)

   

Non-Equity

Incentive

Plan

Compen-

sation(6)

($)(g)

   

Change in

Pension

Value

and

Nonqualified

Deferred

Compensation

Earnings

(7)(8)

($)(h)

   

All Other

Compen-

sation(7)(9)

($)(i)

   

Total

($)(j)

 

James L. Robo

    2017      $ 1,350,000     $ 0      $ 9,607,113      $ 2,437,497     $ 4,320,000     $ 754,433     $ 342,650     $ 18,811,693  

Chairman, President and CEO
of NextEra Energy and
Chairman of FPL(1)

    2016       1,300,000       0       9,629,404       1,156,993       3,732,300       672,321       267,753       16,758,771  
    2015       1,250,000       0       8,822,818       1,072,493       3,275,000       588,331       263,297       15,271,939  
                                   
                                     

John W. Ketchum

    2017       650,000       0       1,653,209       325,089       873,600       185,793       107,847       3,795,538  

Executive Vice President,
Finance and CFO of NextEra
Energy and FPL(2)

    2016       575,000       0       1,107,531       213,193       752,700       153,193       94,812       2,896,429  
                           
                           

Armando Pimentel, Jr.

    2017       897,000       0       2,652,861       521,600       1,205,600       320,145       143,860       5,741,066  

President and CEO
of NextEra Energy Resources

    2016       838,100       0       2,140,778       412,198       1,120,500       294,735       127,667       4,933,978  
    2015       790,700       0       1,738,904       338,498       1,046,100       279,245       130,371       4,323,818  

Manoochehr K. Nazar

    2017       904,800       0       2,122,451       417,296       1,266,700       330,084       146,425       5,187,756  

President, Nuclear

Division and Chief Nuclear
Officer of NextEra Energy and FPL

    2016       874,200       0       1,938,471       373,290       1,168,800       303,519       142,154       4,800,434  
    2015       840,600       0       1,844,175       358,887       1,059,200       297,961       137,279       4,538,102  
                           
                           

Eric E. Silagy

    2017       860,000       0       2,264,864       445,293       1,204,000       273,590       173,490       5,221,237  

President and CEO of FPL

    2016       796,100       0       1,575,382       303,289       1,114,500       234,353       122,547       4,146,171  
    2015       723,700       0       1,103,342       210,293       911,900       203,585       128,547       3,281,367  

 

(1)

In August 2015, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the SEC adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (“PEO”). The rule went into effect January 1, 2018. In accordance with the rule, for 2017, NextEra Energy’s last completed fiscal year, the ratio of the total compensation of Mr. Robo, the PEO, to NextEra Energy’s median employee’s annual compensation was 155 to 1. The median employee’s annual total compensation was $121,355. The total annual compensation of the PEO for purposes of calculating the pay ratio was $18,811,693. NextEra Energy had 13,850 U.S.-based active employees as of December 31, 2017, which was also the date for determining the median employee. NextEra Energy has 100 employees in Canada and 65 employees in Spain (total of 165 employees) that are excluded in accordance with SEC rules from the median employee determination as they represent less than 5% of the Company’s workforce. The

 

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compensation measure used to identify the median employee is total cash compensation, and no employee’s compensation was annualized. Total cash compensation is the predominant form of employee remuneration. After the median employee was identified, all of the elements of the employee’s 2017 compensation was combined in accordance with the applicable SEC rules.

 

(2)

Mr. Ketchum became a NEO in 2016. Therefore, in accordance with SEC rules, only 2017 and 2016 compensation is presented.

 

(3)

The amounts shown represent the aggregate grant date fair value of equity-based compensation awards granted during the relevant year, valued in accordance with applicable accounting rules, without reduction for estimated forfeitures. See Note 11 Common Shareholders’ Equity—Stock-Based Compensation to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, and Note 10 Common Shareholders’ Equity—Stock-Based Compensation to the consolidated financial statements in the Company’s Annual Report on Form 10-K for the years ended December 31, 2017 and December 31, 2016, for the assumptions used in this valuation.

 

(4)

Includes performance-based restricted stock and performance share awards valued based on the probable outcome of the performance conditions as of the grant date. With respect to 65% of the target number of performance shares granted in 2017, 2016 and 2015 to all NEOs, a performance rating assumption of 1.40 (i.e. target shares multiplied by 1.40) was used (in accordance with applicable accounting guidance) to value such performance share awards. With respect to 35% of the target number of performance shares granted in 2017, 2016 and 2015 (payout of which is based on a comparison of the Company’s 3-year TSR with the 3-year TSRs of the other companies in the S&P 500 Utilities Index), grant date value for all NEOs was determined on the grant date using the Monte-Carlo simulation process with the following variables:

 

Description   Market     Volatility     Yield     Interest Rate     Expected Life     Fair Value  

For the 2/17/2017 grant:

  $ 126.86       17.64     3.16     1.44     2.87 yr.     $ 147.07  

For the 2/12/2016 grant:

  $ 111.67       17.15     3.16     0.87     2.88 yr.     $ 126.65  

For the 2/13/2015 grant:

  $ 103.62       14.81     3.11     0.99     2.88 yr.     $ 113.34  

 

(5)

The maximum payout of performance shares granted in 2017 is 2.00 times target. Therefore, the maximum aggregate grant date fair value of the awards granted in 2017 is: for Mr. Robo, 111,320 shares, or $11,103,753; for Mr. Ketchum, 17,128 shares, or $1,708,486; for Mr. Pimentel, 27,486 shares, or $2,741,629; for Mr. Nazar, 21,990 shares, or $2,193,440; and for Mr. Silagy, 23,466 shares, or $2,340,609.

 

(6)

Includes the amount earned by each NEO, as applicable, with respect to 2017, 2016 and 2015 under the Annual Incentive Plan.

 

(7)

NextEra Energy maintains both defined benefit and defined contribution retirement plans (as described in Compensation Discussion & Analysis—Post-Employment Compensation—Retirement Programs). Company contributions to defined benefit and defined contribution retirement plans (both qualified and nonqualified) are allocated between columns (h) and (i), respectively.

 

(8)

All amounts in this column reflect the one-year change in the actuarial present value of each NEO’s accumulated benefit under the tax-qualified defined benefit employee pension plan and the SERP. The Deferred Compensation Plan does not permit above-market interest to be credited and, therefore, no above-market interest was credited in 2017, 2016 and 2015.

 

(9)

Additional information about the amounts for 2017 set forth in the “All Other Compensation” column may be found in Table 1b: 2017 Supplemental All Other Compensation, which immediately follows.

The following table (Table 1b) provides additional information for 2017 regarding column (i) of Table 1a:  2017 Summary Compensation Table.

Table 1b: 2017 Supplemental All Other Compensation

 

Name   Total From
Summary
Compensation
Table
($)
    Contributions
to Defined
Contribution
Plans(1)
($)
    Perquisites
and Other
Personal
Benefits(2)
($)
 

James L. Robo

  $ 342,650     $ 241,364     $ 101,286  

John W. Ketchum

    107,847       66,456       41,391  

Armando Pimentel, Jr.

    143,860       95,777       48,083  

Manoochehr K. Nazar

    146,425       98,468       47,957  

Eric E. Silagy

    173,490       93,730       79,760  

 

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(1)

NextEra Energy maintains both defined benefit and defined contribution retirement plans. Amounts attributable to the defined benefit plans are reported in Table 1a: 2017 Summary Compensation Table under column (h), “Change in Pension Value and Nonqualified Deferred Compensation Earnings.” Amounts attributable to the defined contribution plans are reported under column (i), “All Other Compensation,” and are further described below under Additional Disclosure Related to Pension Benefits Table. This column includes employer matching contributions to the Company’s qualified 401(k) plan of $12,825 for each NEO, except for Mr. Ketchum, for whom employer matching contributions of $12,721 were made, plus the Company’s contributions to the nonqualified defined contribution portion of the SERP.

 

(2)

This column includes the aggregate incremental cost to NextEra Energy of providing personal benefits to the NEOs. For each NEO, the personal benefits reported for 2017 in this column include: annual premiums for $5 million in umbrella coverage under a group personal excess liability insurance policy; reimbursement for professional financial planning and legal services; for all NEOs other than Mr. Robo, the cost of the officer’s participation in an executive vehicle program, which includes use of a Company-leased passenger vehicle, fuel and other ancillary costs (the incremental cost incurred for which was $26,641 for Mr. Ketchum, $28,406 for Mr. Pimentel, $31,260 for Mr. Nazar and $30,097 for Mr. Silagy); for Mr. Robo, a vehicle allowance; for all NEOs, fees paid for travel programs such as airline memberships and hospitality room memberships; for Mr. Robo, costs for maintenance of a residential home security system and central station monitoring; and, for Mr. Silagy, costs for a club membership used primarily for business but also available for personal and family use. For Messrs. Ketchum, Pimentel, Nazar and Silagy, the personal benefits reported in this column also include the costs of participation in a voluntary annual executive physical examination, including lodging costs and related expenses except for Mr. Nazar. For all NEOs, the personal benefits reported in this column also include premiums for a life insurance benefit in an amount equal to 2.5 times salary. For Messrs. Robo, Ketchum, Pimentel and Silagy, the personal benefits reported in this column also include the incremental cost to the Company for personal use of Company-owned aircraft, which is the variable operating costs of such use, net of payments to the Company by or on behalf of the NEOs, as is generally required by Company policy for such personal use. Variable operating costs include fuel, trip-related maintenance, crew travel expenses, on-board catering, landing fees, trip-related hangar/parking costs, excise taxes and other miscellaneous variable costs. The total annual variable costs are divided by the annual number of statute miles the Company aircraft flew to derive an average variable cost per mile. The incremental cost incurred was $50,851 for Mr. Robo and $30,989 for Mr. Silagy.

Table 2: 2017 Grants of Plan-Based Awards

The following table provides information about the cash and equity incentive compensation awarded to the NEOs in 2017. It is important to keep in mind the following when reviewing the table:

 

 

Columns (c), (d) and (e) below set forth the range of possible payouts established under the Annual Incentive Plan for 2017 and are not amounts actually paid to the NEOs. The actual amounts paid with respect to 2017 under the Annual Incentive Plan, which is a Non-Equity Incentive Plan, as that term is used in the heading for columns (c), (d) and (e) of this table, are set forth in Table 1a: 2017 Summary Compensation Table in column (g), entitled “Non-Equity Incentive Plan Compensation.”

 

 

The number of shares listed under “Estimated Future Payouts Under Equity Incentive Plan Awards” (columns (g) and (h)) represent 2017 grants of performance shares and performance-based restricted stock, the material terms of which are described below this table.

 

 

The number of shares listed under “All Other Option Awards: Number of Securities Underlying Options” (column (j)) and the exercise price set forth under “Exercise or Base Price of Option Awards” (column (k)) represent the number and exercise price of 2017 grants of non-qualified stock options, the material terms of which are described below this table.

 

 

In the column headed “Grant Date Fair Value of Stock and Option Awards” (column (l)), the top number is the grant date fair value of the performance share award, the next number is the grant date fair value of the performance-based restricted stock award and the third number is the grant date fair value of the stock options granted.

 

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Table 2: 2017 Grants of Plan-Based Awards

 

    

Grant
Date
(b)

    Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards(1)
    Estimated Future Payouts
Under Equity
Incentive Plan Awards(2)
    All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#) (i)
    All Other
Option
Awards:
Number of
Securities
Underlying
Options(3)
(#) (j)
    Exercise
or
Base Price
of Option
Awards
($/Sh)
(k)
      Grant Date
  Fair Value
  of
  Stock
  and Option
  Awards($)(4)
  (l)
 
Name(a)     Thre-
shold
($)
(c)
    Target
($)
(d)
    Maximum
($)
(e)
   

Thre-

shold
(#)
(f)

    Target
(#)
(g)
    Maximum
(#)
(h)
         

James L. Robo

        $ 0     $ 2,160,000     $ 4,320,000                                            
      2/17/2017             0       55,660       111,320           $ 8,632,194 (5) 
      2/17/2017             0       7,685       7,685           $ 974,919  
      2/17/2017                                                               183,962     $ 126.86     $ 2,437,497  

John W. Ketchum

          0       455,000       910,000                                            
      2/17/2017             0       8,564       17,128             1,328,194 (5) 
      2/17/2017             0       2,562       2,562             325,015  
      2/17/2017                                                               24,535       126.86       325,089  

Armando Pimentel, Jr.

          0       627,900       1,255,800                                            
      2/17/2017             0       13,743       27,486             2,131,340 (5) 
      2/17/2017             0       4,111       4,111             521,521  
      2/17/2017                                                               39,366       126.86       521,600  

Manoochehr K. Nazar

          0       633,360       1,266,720                                            
      2/17/2017             0       10,995       21,990             1,705,209 (5) 
      2/17/2017             0       3,289       3,289             417,242  
      2/17/2017                                                               31,494       126.86       417,296  

Eric E. Silagy

          0       602,000       1,204,000                                            
      2/17/2017             0       11,733       23,466             1,819,586 (5) 
      2/17/2017             0       3,510       3,510             445,278  
      2/17/2017                                                               33,607       126.86       445,293  

 

(1)

Non-Equity Incentive Plan awards are paid under the Annual Incentive Plan, the material terms of which are described in Compensation Discussion & Analysis. For 2017, amounts payable were paid in cash in February 2018. See column (g) of Table 1a: 2017 Summary Compensation Table for actual amounts paid with respect to 2017 under the Annual Incentive Plan.

 

(2)

Each NEO was granted awards of performance shares and performance-based restricted stock under the 2011 LTIP in 2017. Performance shares were granted in 2017 for a three-year performance period ending December 31, 2019. The number of shares which will ultimately be paid to each NEO at the end of the performance period will be determined by multiplying the NEO’s target number of performance shares by a percentage determined by the Compensation Committee based on the Company’s performance over the three-year performance period (as more fully described in Compensation Discussion & Analysis), which may not exceed 200% of the target award. See footnotes (5) through (9) to Table 3: 2017 Outstanding Equity Awards at Fiscal Year End for further information about the vesting of performance-based restricted stock.

 

(3)

Non-qualified stock options were granted under the 2011 LTIP in 2017. The stock options generally vest and become exercisable at the rate of one-third per year beginning approximately one year from date of grant and are fully exercisable after three years. See footnote (1) to Table 3: 2017 Outstanding Equity Awards at Fiscal Year End for further information about the vesting of stock options. All stock options were granted at an exercise price of 100% of the closing price of NextEra Energy common stock on the date of grant.

 

(4)

The amounts shown are the value of the equity-based compensation grants as of the 2017 grant date under applicable accounting rules.

 

(5)

This valuation reflects a discount of $13.00 per share for the 2017 grants because dividends are not paid on performance shares during the three-year performance period.

 

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Additional Disclosure Related to 2017 Summary Compensation Table and 2017 Grants of Plan-Based Awards Table

Material Terms of Performance Shares Granted to NEOs in 2017

 

   

three year performance period;

 

   

paid in shares of NextEra Energy common stock, based primarily on Company performance for the three-year performance period as compared to specified financial and operational objectives and TSR relative to companies in the S&P 500 Utilities Index, capped at 200% of target;

 

   

dividends are not paid or accrued during the performance period;

 

   

may vest in full or in part upon the occurrence of certain events, such as a change in control, death, disability or some retirements;

 

   

forfeited if employment terminates prior to the end of the performance period in all other instances (subject to the terms of Retention Agreements and the Severance Plan); and

 

   

award agreement includes non-solicitation and non-competition provisions.

Material Terms of Performance-Based Restricted Stock Granted to NEOs in 2017

 

   

if corporate performance objective of adjusted earnings of $1.2 billion is met as of the end of the preceding year, performance-based restricted stock vests one-third per year for three years for each year the corporate performance objective is met, beginning approximately one year from date of grant;

 

   

if corporate performance objective of adjusted earnings of $1.2 billion is not met in any year, performance-based restricted stock scheduled to vest in that year is forfeited;

 

   

dividends are paid on performance-based restricted stock as and when declared by the Company, but are subject to repayment by NEO if awards are forfeited prior to vesting;

 

   

NEOs have the right to vote their shares of performance-based restricted stock;

 

   

may vest in full or in part prior to or on normal vesting date and, in some circumstances, without regard to satisfaction of performance objective, upon the occurrence of certain events, such as a change in control, death, disability or some retirements;

 

   

forfeited if employment terminates prior to vesting in all other instances (subject to terms of Retention Agreements and the Severance Plan); and

 

   

award agreement includes non-solicitation and non-competition provisions.

Material Terms of Stock Options Granted to NEOs in 2017

 

   

vest and become exercisable one-third per year for three years, beginning approximately one year from date of grant;

 

   

exercise price equal to closing price of NextEra Energy common stock on date of grant (February 17, 2017);

 

   

generally expire ten years from date of grant;

 

   

may vest in full or in part prior to normal vesting date upon the occurrence of some events, such as a change in control, death, disability or some retirements;

 

   

forfeited if employment terminated prior to vesting in all other instances (subject to terms of Retention Agreements and the Severance Plan); and

 

   

award agreement includes non-solicitation and non-competition provisions.

 

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Determination of Amount Payable Under Annual Incentive Plan to NEOs

See Compensation Discussion & Analysis for a description of the criteria used to determine the amount payable to each NEO under the Annual Incentive Plan (Non-Equity Incentive Plan Compensation).

Salary and Bonus as a Proportion of 2017 Total Compensation

No discretionary bonuses were paid to NEOs in 2017. The salaries, as set forth in column (c) of Table 1a: 2017 Summary Compensation Table, of each of the NEOs as a proportion of 2017 total compensation were as follows:

Mr. Robo—8%

Mr. Ketchum—19%

Mr. Pimentel—17%

Mr. Nazar—19%

Mr. Silagy—18%

These proportions are consistent with the Company’s philosophy of paying NEOs a higher percentage of performance-based compensation and a lower percentage of fixed compensation.

Table 3: 2017 Outstanding Equity Awards at Fiscal Year End

The following table provides information about equity incentive awards granted to the NEOs in 2017 and in prior years. It is important to keep in mind the following when reviewing the table:

 

 

The number of shares listed in column (i), “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested,” includes both performance shares, at maximum payout level (in accordance with applicable SEC rules), prior to the expiration of the performance period, and performance-based restricted stock prior to the satisfaction of the performance and time criteria required for vesting. The number of shares listed in column (g), “Number of Shares or Units of Stock That Have Not Vested,” includes a deferred retirement award issued to Mr. Robo in 2012 in connection with his initial appointment as CEO.

 

 

As required by SEC rules, the amounts listed in column (j), “Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested,” represent the value of performance-based restricted stock and performance share awards at maximum payout levels. These amounts were not realized by the NEOs during 2017, and the value of awards which vest at a later date is likely to be different from the amount listed, based on, among other factors, the performance of the Company and the price of the Company’s common stock.

 

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Table 3: 2017 Outstanding Equity Awards at Fiscal Year End

 

    

Option Awards

    Stock Awards  

Name

(a)

  Number of
Securities
Underlying
Unexercised
Options(#)
Exercisable(1)
(b)
    Number of
Securities
Underlying
Unexercised
Options(#)
Unexer-
cisable(1)
(c)
    Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options(#)
(d)
    Option
Exercise
Price($)
(e)
    Option
Expiration
Date
(f)
    Number of
Shares or
Units of
Stock That
Have Not
Vested(2)
(#)
(g)
    Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested($)(3)
(h)
    Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested(#)(4)
(i)
   

  Equity
  Incentive

  Plan Awards:

  Market or
  Payout
  Value of
  Unearned
  Shares,
  Units or
  Other Rights
  That Have
  Not
  Vested($)(3)
  (j)

 

James L. Robo

    81,489       0       0       50.91       2/13/2019            
    111,864       0       0       45.57       2/12/2020            
    89,074       0       0       54.59       2/18/2021            
    101,937       0       0       60.22       2/17/2022            
    82,931       0       0       72.50       2/15/2023            
    58,922       0       0       93.27       2/14/2024            
    52,496       26,248       0       103.62       2/13/2025            
    33,950       67,898       0       111.67       2/12/2026            
    0       183,962       0       126.86       2/17/2027            
                                              22,800     $ 3,561,132       247,316 (5)    $ 38,628,286 (5) 

John W. Ketchum

    6,255       12,512       0       111.67       2/12/2026            
      0       24,535         126.86       2/17/2027            
                                                        34,361 (6)    $ 5,366,844 (6) 

Armando Pimentel, Jr.

    35,347       0       0       54.59       2/18/2021            
    42,008       0       0       60.22       2/17/2022            
    34,620       0       0       72.50       2/15/2023            
    22,790       0       0       93.27       2/14/2024            
    16,569       8,284       0       103.62       2/13/2025            
    12,095       24,190       0       111.67       2/12/2026            
    0       39,366       0       126.86       2/17/2027            
                                                          59,087 (7)    $ 9,228,799 (7) 

Manoochehr K. Nazar

    13,890       0       0       50.91       2/13/2019            
    19,925       0       0       45.57       2/12/2020            
    15,790       0       0       54.59       2/18/2021            
    18,076       0       0       60.22       2/17/2022            
    38,149       0       0       72.50       2/15/2023            
    24,632       0       0       93.27       2/14/2024            
    17,567       8,783       0       103.62       2/13/2025            
    10,954       21,906       0       111.67       2/12/2026            
    0       31,494       0       126.86       2/17/2027            
                                                        50,447 (8)    $ 7,879,317 (8) 

Eric E. Silagy

    21,216       0       0       60.22       2/17/2022            
    15,620       0       0       72.50       2/15/2023            
    11,634       0       0       93.27       2/14/2024            
    10,293       5,147       0       103.62       2/13/2025            
    8,900       17,798       0       111.67       2/12/2026            
    0       33,607       0       126.86       2/17/2027            
                                                          47,076 (9)    $ 7,352,800 (9) 

 

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(1)

All stock options are non-qualified. All options listed as exercisable at December 31, 2017 were fully vested at that date. Options listed as unexercisable at December 31, 2017 vest as follows:

 

Name   Grant Date     Vest Date     No. Options  

James L. Robo

    2/17/2017       2/15/2018       61,320  
      2/15/2019       61,321  
      2/15/2020       61,321  
    2/12/2016       2/15/2018       33,949  
      2/15/2019       33,949  
    2/13/2015       2/15/2018       26,248  

John W. Ketchum

    2/17/2017       2/15/2018       8,179  
      2/15/2019       8,178  
      2/15/2020       8,178  
      2/12/2016       2/15/2018       6,256  
              2/15/2019       6,256  

Armando Pimentel, Jr.

    2/17/2017       2/15/2018       13,122  
      2/15/2019       13,122  
      2/15/2020       13,122  
    2/12/2016       2/15/2018       12,095  
      2/15/2019       12,095  
    2/13/2015       2/15/2018       8,284  

Manoochehr K. Nazar

    2/17/2017       2/15/2018       10,498  
      2/15/2019       10,498  
      2/15/2020       10,498  
    2/12/2016       2/15/2018       10,953  
      2/15/2019       10,953  
    2/13/2015       2/15/2018       8,783  

Eric E. Silagy

    2/17/2017       2/15/2018       11,203  
      2/15/2019       11,202  
      2/15/2020       11,202  
    2/12/2016       2/15/2018       8,899  
      2/15/2019       8,899  
    2/13/2015       2/15/2018       5,147  

 

(2)

Mr. Robo was granted 47,893 shares in 2006 as a deferred retirement award. Of such grants, 50% of Mr. Robo’s shares (28,181 shares, including reinvested dividends) vested on 3/15/2011, and the remainder vested on 3/15/2016. Mr. Robo was also granted 38,231 shares in 2012 as a deferred retirement award. Of those shares, 50% (22,510 shares, including reinvested dividends) vested on 7/1/2017 and the remainder will vest on 7/1/2022. Receipt of the shares will continue to be deferred following vesting in most circumstances. Shares representing the Company’s obligation to Mr. Robo related to the award granted in 2006 are held in a grantor (rabbi) trust. Dividends are reinvested. In 2017, the trustee of the grantor trust acquired 1,886 shares (100% of which are vested) in respect of Mr. Robo’s 2006 award. In addition, in 2017, 1,217 deferred shares were added with respect to Mr. Robo’s 2012 award upon the reinvestment of dividend equivalents.

 

(3)

Market value of the unvested deferred retirement awards, performance shares and performance-based restricted stock is based on the closing price of NextEra Energy common stock on December 29, 2017 (the last business day of 2017) of $156.19.

 

(4)

Performance shares generally vest on the last day of the applicable performance period, with payouts determined by the Compensation Committee at its first regular meeting after the end of the year. Because the end of the performance period for the performance shares granted to each of the NEOs in 2015 was December 31, 2017, these performance shares are not included in Table 3: 2017 Outstanding Equity Awards at Fiscal Year End and are included in Table 4: 2017 Option Exercises and Stock Vested under columns (d) and (e), “Stock Awards—Number of Shares Acquired on Vesting” and “Stock Awards—Value Realized on Vesting,” and discussed in footnote (2) to that table.

 

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(5)

Mr. Robo’s outstanding performance shares at maximum payout level totaled 218,120 shares with a market value on December 31, 2017 of $34,068,163. Of such shares, 53,400 performance shares at target were granted on February 12, 2016 (performance period beginning 1/1/2016 and ending 12/31/2018) and 55,660 performance shares at target were granted on February 17, 2017 (performance period beginning 1/1/2017 and ending 12/31/2019). The amount shown also includes 29,196 shares of performance-based restricted stock with a market value of $4,560,123 which vest, subject to the satisfaction of applicable performance criteria, as follows:

 

Award Type   Grant Date     Vest Date     No. Shares  

performance-based restricted stock

    2/17/2017       2/15/2018       2,561  
      2/15/2019       2,562  
            2/15/2020       2,562  

performance-based restricted stock

    2/12/2016       2/15/2018       7,173  
            2/15/2019       7,173  

performance-based restricted stock

    2/13/2015       2/15/2018       7,165  

 

(6)

Mr. Ketchum’s outstanding performance shares at maximum payout level totaled 28,354 shares with a market value on December 31, 2017 of $4,428,611. Of such shares, 5,613 performance shares at target were granted on February 12, 2016 (performance period beginning 1/1/2016 and ending 12/31/2018) and 8,564 performance shares at target were granted on February 17, 2017 (performance period beginning 1/1/2017 and ending 12/31/2019). The amount shown also includes 6,007 shares of performance-based restricted stock with a market value of $938,233 which vest, subject to the satisfaction of applicable performance criteria, as follows:

 

Award Type   Grant Date     Vest Date     No. Shares  

performance-based restricted stock

    2/17/2017       2/15/2018       854  
      2/15/2019       854  
            2/15/2020       854  

performance-based restricted stock

    2/12/2016       2/15/2018       1,039  
            2/15/2019       1,039  

performance-based restricted stock

    2/13/2015       2/15/2018       1,367  

 

(7)

Mr. Pimentel’s outstanding performance shares at maximum payout level totaled 49,184 shares with a market value on December 31, 2017 of $7,682,049. Of such shares, 10,849 performance shares at target were granted on February 12, 2016 (performance period beginning 1/1/2016 and ending 12/31/2018) and 13,743 performance shares at target were granted on February 17, 2017 (performance period beginning 1/1/2017 and ending 12/31/2019). The amount shown also includes 9,903 shares of performance-based restricted stock with a market value of $1,546,750 which vest, subject to the satisfaction of applicable performance criteria, as follows:

 

Award Type   Grant Date     Vest Date     No. Shares  

performance-based restricted stock

    2/17/2017       2/15/2018       1,371  
      2/15/2019       1,370  
            2/15/2020       1,370  

performance-based restricted stock

    2/12/2016       2/15/2018       2,008  
            2/15/2019       2,008  

performance-based restricted stock

    2/13/2015       2/15/2018       1,776  

 

(8)

Mr. Nazar’s outstanding performance shares at maximum payout level totaled 41,638 shares with a market value on December 31, 2017 of $6,503,439. Of such shares, 9,824 performance shares at target were granted on February 12, 2016 (performance period beginning 1/1/2016 and ending 12/31/2018) and 10,995 performance shares at target were granted on February 17, 2017 (performance period beginning 1/1/2017 and ending 12/31/2019). The amount shown also includes 8,809 shares of performance-based restricted stock with a market value of $1,375,878 which vest, subject to the satisfaction of applicable performance criteria, as follows:

 

Award Type   Grant Date     Vest Date     No. Shares  

performance-based restricted stock

    2/17/2017       2/15/2018       1,097  
      2/15/2019       1,096  
            2/15/2020       1,096  

performance-based restricted stock

    2/12/2016       2/15/2018       1,818  
            2/15/2019       1,818  

performance-based restricted stock

    2/13/2015       2/15/2018       1,884  

 

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(9)

Mr. Silagy’s outstanding performance shares at maximum payout level totaled 39,434 shares with a market value on December 31, 2017 of $6,159,196. Of such shares, 7,984 performance shares at target were granted on February 12, 2016 (performance period beginning 1/1/2016 and ending 12/31/2018) and 11,733 performance shares at target were granted on February 17, 2017 (performance period beginning 1/1/2017 and ending 12/31/2019). The amount shown also includes 7,642 shares of performance-based restricted stock with a market value of $1,193,604 which vest, subject to the satisfaction of applicable performance criteria, as follows:

 

Award Type   Grant Date     Vest Date     No. Shares  

performance-based restricted stock

    2/17/2017       2/15/2018       1,170  
      2/15/2019       1,170  
            2/15/2020       1,170  

performance-based restricted stock

    2/12/2016       2/15/2018       1,477  
            2/15/2019       1,477  

performance-based restricted stock

    2/13/2015       2/15/2018       1,178  

Table 4: 2017 Option Exercises and Stock Vested

The following table provides information about the NEOs’ stock awards which vested in 2017. It is important to keep in mind the following when reviewing the table:

 

   

The “Number of Shares Acquired on Vesting” (column (d)) represents performance shares granted in 2015 for the performance period which ended in 2017, as well as performance-based restricted stock vesting in 2017 from grants made in prior years. For Mr. Robo, these shares also represent the vesting of 50% of a deferred retirement award granted in 2012. The Compensation Committee looks at the value of these grants as of the date of grant, rather than as of the date of vesting, when making compensation determinations.

 

   

The “Value Realized on Vesting” (column (e)) represents the aggregate payout value of the vested performance shares and vested performance-based restricted stock and, for Mr. Robo, vested shares underlying the deferred retirement award described above.

 

     Option Awards     Stock Awards  
Name(a)   Number of Shares
Acquired on
Exercise (#)
(b)
    Value Realized
on Exercise ($)
(c)
    Number of Shares
Acquired on
Vesting(2)(#)
(d)
    Value Realized
on Vesting(2)($)
(e)
 

James L. Robo

    52,320     $ 3,755,859 (1)      148,394     $ 22,030,400  

John W. Ketchum

    0       0       11,237       1,653,805  

Armando Pimentel, Jr.

    42,372       4,740,745 (1)      24,613       3,645,353  

Manoochehr K. Nazar

    0       0       25,830       3,831,392  

Eric E. Silagy

    0       0       15,390       2,277,260  

 

(1)

The aggregate dollar amount realized upon the exercise of stock options is calculated based on the difference between the market price of the Company’s common stock upon exercise and the exercise price of the stock options.

 

(2)

Includes: for Mr. Robo, 20,464 shares of performance-based restricted stock ($2,596,063) and 105,420 performance shares ($16,280,011); for Mr. Ketchum, 2,957 shares of performance-based restricted stock ($375,125) and 8,280 performance shares ($1,278,680); for Mr. Pimentel, 5,645 shares of performance-based restricted stock ($716,125) and 18,968 performance shares ($2,929,228); for Mr. Nazar, 5,714 shares of performance-based restricted stock ($724,878) and 20,116 performance shares ($3,106,514); for Mr. Silagy, 3,606 shares of performance-based restricted stock ($457,457) and 11,784 performance shares ($1,819,803). Also includes: for Mr. Robo, 22,510 shares of a deferred retirement award ($3,154,326); the receipt of such shares continues to be deferred until January 1st of the calendar year following the calendar year in which the NEO experiences a termination of service or, if later, six months after a termination of service.

 

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Table 5: Pension Benefits

The table and description below provide information about the NEOs’ pension benefits. It is important to keep in mind that the “Present Value of Accumulated Benefit” (column (d)) listed for the SERP includes the present value of such benefits in the defined benefit portion of the SERP only, and that disclosure of information related to the defined contribution portion of the SERP can be found in the next table, Table 6: Nonqualified Deferred Compensation.

 

Name

(a)

  Plan Name
(b)
    Number of
Years Credited
Service (#)
(c)
    Present Value
of Accumulated
Benefit ($)
(d)
    Payments
During Last
Fiscal Year ($)
(e)
 

James L. Robo(2)

    NextEra Energy, Inc. Employee Pension Plan       16     $ 277,384     $ 0  
      SERP(1)       16       4,355,606       0  

John W. Ketchum (2)

    NextEra Energy, Inc. Employee Pension Plan       15       246,918       0  
      SERP(1)       15       428,382       0  

Armando Pimentel, Jr.(2)

    NextEra Energy, Inc. Employee Pension Plan       10       155,961       0  
      SERP(1)       10       2,231,740       0  

Manoochehr K. Nazar(2)

    NextEra Energy, Inc. Employee Pension Plan       10       162,353       0  
      SERP(1)       10       2,319,559       0  

Eric E. Silagy(2)

    NextEra Energy, Inc. Employee Pension Plan       15       252,494       0  
      SERP(1)       15       1,038,705       0  

 

(1)

NextEra Energy’s nonqualified SERP provides both defined benefit and defined contribution benefits. See Additional Disclosure Related to Pension Benefits Table, below. The defined benefit portion of the SERP is shown in this table, while amounts attributable to the defined contribution portion of the SERP are included in Table 1a: 2017 Summary Compensation Table under column (i), “All Other Compensation” (amounts for which are detailed in Table 1b: 2017 Supplemental All Other Compensation), and are also reported in Table 6: Nonqualified Deferred Compensation under columns (c), (d) and (f).

 

(2)

For Messrs. Robo, Ketchum, Pimentel, Nazar and Silagy, the amounts shown are their respective accrued pension benefits as of December 31, 2017, which are equal to their respective cash balance account values in the tax qualified employee pension plan and in the SERP at December 31, 2017. Messrs. Robo, Ketchum, Pimentel, Nazar and Silagy are fully vested in both plans. Each NEO is entitled to his fully vested accrued account balances upon termination of employment.

Additional Disclosure Related to Pension Benefits Table

NextEra Energy maintains two non-contributory defined benefit retirement plans: a tax-qualified employee pension plan and a non-qualified SERP.

Employee Pension Plan

NextEra Energy’s tax-qualified employee pension plan is a cash balance plan in which credits to each active, full-time employee’s account are determined as a percentage of his or her monthly covered earnings, with “basic crediting” of 4.5% until the fifth anniversary of employment and 6% thereafter. Covered earnings for each NEO are limited to base salary and do not include annual incentive compensation, long-term incentive compensation or any other compensation included in Table 1a: 2017 Summary Compensation Table. Each employee’s cash balance account is also credited quarterly with interest at an annual rate that is equal to the average rates paid for the month of August of the preceding calendar year.* The interest crediting rate is subject to a 3% minimum for account balances earned after 2014 and a 4% minimum for account balances earned prior to 2015 and to a 14% maximum. For 2017, the interest crediting rate was 4% for account balances earned prior to 2015 and 3% for account balances earned after 2014. Benefits under the cash balance formula are not reduced for employer contributions to Social Security or other offset amounts.

 

 

*

Prior to Jan. 1, 2017, the Plan used the average rates paid on the one-year Treasury Constant Maturities for the 12-month period ending Sept. 30 of the preceding calendar year.

 

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Under the qualified employee pension plan, benefits are cliff-vested after three full years of service and employees may become fully vested if they are participants in the qualified plan at a time when the Company decides to transfer a portion of pension plan assets to fund retiree medical benefits. All NEOs are fully vested. All vested participants are eligible for lump sum payment of benefits following termination of employment, and certain annuity forms of payment are also available to all employees, including the NEOs.

SERP

For the reasons described in Compensation Discussion & Analysis, NextEra Energy maintains an unfunded SERP for its executive officers, including the NEOs. The SERP’s defined benefit formula for NEOs provides two times the normal cash balance crediting rate of the qualified employee pension plan (“double basic credits”). The normal cash balance crediting rate is 4.5% of base salary prior to five years of service and 6% of base salary thereafter. Double the basic crediting rate is therefore 9% and 12% of base salary, respectively. Benefits for all NEOs are calculated in this manner. In order to offset the benefits that Mr. Nazar forfeited from his prior employer in order to accept the Company’s offer of employment, Mr. Nazar received an opening SERP cash balance account balance of $300,000. Similarly, in order to offset the significant benefits that Mr. Pimentel forfeited from his prior employer in order to accept the Company’s offer of employment, Mr. Pimentel received an opening SERP cash balance account balance of $150,000, and an additional $150,000 on each of his first and second anniversaries with the Company.

SERP benefits are cliff-vested after five full years of service and all NEOs were fully vested as of December 31, 2017. All vested participants are eligible for lump sum payment of benefits following termination of employment (subject to timing restrictions imposed by section 409A of the Code), or may elect certain annuity forms of payment.

Table 6: Nonqualified Deferred Compensation

The table and description below provide information about the NEOs’ nonqualified deferred compensation. It is important to keep in mind the following when reviewing the table:

 

   

The amounts shown under the heading “Aggregate Earnings in Last FY” (column (d)) represent earnings in the Deferred Compensation Plan, in the defined contribution portion of the SERP and, for Mr. Robo, on the vested portion of deferred retirement awards under the LTIP.

 

   

The amounts shown under the heading “Aggregate Balance at Last FYE” (column (f)) represent balances in the Deferred Compensation Plan and in the defined contribution portion of the SERP and, for Mr. Robo, the vested balance of deferred retirement awards.

 

Name(a)   Executive
Contributions
in Last
FY(1)($)
(b)
    Registrant
Contributions
in Last
FY(2)($)
(c)
    Aggregate
Earnings
in Last
FY(3)($)
(d)
    Aggregate
Withdrawals/
Distributions($)
(e)
    Aggregate
Balance at
Last
FYE(4)($)
(f)
 

James L. Robo

  $   3,154,326     $   228,539     $   4,259,949     $               0     $   18,781,161  

John W. Ketchum

    0       53,735       83,880       0       357,613  

Armando Pimentel, Jr.

    0       82,952       312,678       0       1,273,950  

Manoochehr K. Nazar

    1,504,320       85,643       900,963       0       6,942,424  

Eric E. Silagy

    0       80,905       189,720       0       788,321  

 

(1)

The Deferred Compensation Plan permits deferral of salary (up to 100%), annual incentive (up to 100%) and performance shares (up to 100%). Mr. Nazar elected to defer 50% of his base salary and 90% of his annual incentive paid in 2017. For Mr. Robo, the

 

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amount is the value of the portion of the deferred retirement award that vested in 2017, the receipt of such shares continues to be deferred until January 1st of the calendar year following the calendar year in which the NEO experiences a termination of service or, if later, six months after a termination of service.

 

(2)

The SERP includes a defined contribution component which provides a match on NEOs’ base and annual incentive earnings above the IRS limit, which was $270,000 for 2017. The 4.75% match is the same as the match opportunity provided to participants in the Company’s 401(k) plan. As with the 401(k) plan, crediting of matching contributions under the defined contribution component of the SERP is in the form of phantom NextEra Energy common stock. All amounts shown in this column are also included in Table 1a: 2017 Summary Compensation Table in column (i), “All Other Compensation” (amounts for which are detailed in Table 1b: 2017 Supplemental All Other Compensation).

 

(3)

Earnings include the sum of each participant’s annual earnings (which includes, among other things, stock price appreciation on stock-based deferred compensation) in the Deferred Compensation Plan and in the defined contribution portion of the SERP and, for Mr. Robo, on deferred retirement awards. For Mr. Nazar, earnings include Deferred Compensation Plan earnings of $517,913. Messrs. Robo, Ketchum, Pimentel and Silagy have not deferred any compensation under this plan. Earnings for the defined contribution component of the SERP were as follows: Mr. Robo $1,035,099, Mr. Ketchum $83,880, Mr. Pimentel $312,678, Mr. Nazar $383,050 and Mr. Silagy $189,720. Earnings for the deferred retirement awards for Mr. Robo were $3,224,850, comprised of reinvested dividends and the increase in value of the underlying stock. None of these amounts are included in Table 1a: 2017 Summary Compensation Table since no above-market interest was credited in 2017.

 

(4)

Deferred Compensation Plan accounts include fully vested and earned compensation plus earnings. The Company views deferred compensation as a vehicle for retirement planning rather than as a means of providing additional compensation. As of December 31, 2017, Mr. Nazar had a Deferred Compensation Plan balance of $5,390,249. Messrs. Robo, Ketchum, Pimentel and Silagy have not deferred any cash compensation or performance shares and therefore have no balances in the Deferred Compensation Plan. Balances for the defined contribution component of the SERP were as follows: Mr. Robo $4,193,171 (of which $1,350,448 was previously reported as compensation in prior Summary Compensation Tables for years prior to 2017), Mr. Ketchum $357,613 (of which $42,933 was previously reported as compensation in prior Summary Compensation Tables for years prior to 2017), Mr. Pimentel $1,273,950 (of which $476,220 was previously reported as compensation in prior Summary Compensation Tables for years prior to 2017), Mr. Nazar $1,552,175 (of which $420,025 was previously reported as compensation in prior Summary Compensation Tables for years prior to 2017) and Mr. Silagy $788,321 (of which $127,311 was previously reported as compensation in prior Summary Compensation Tables for years prior to 2017). The balances of the vested portion of the deferred retirement awards for Mr. Robo were $8,208,813.

Additional Disclosure Related to Nonqualified Deferred Compensation Table

Cash deferral elections under the Deferred Compensation Plan must be made prior to the period in which the cash is earned and can range, in whole percentages, from 1% to 100% of a participant’s base salary and/or annual incentive award. Equity deferral elections must be made by December 31 of the year preceding the beginning of the applicable performance period, and participants electing to defer performance shares may defer all or a portion of the payout amount. Deferred Compensation Plan earnings are not guaranteed by the Company.

The Company’s contributions to the SERP for each NEO are also considered deferred compensation. The contributions and earnings in Table 6: Nonqualified Deferred Compensation include those from the nonqualified defined contribution portion of the SERP. Distributions are in the form of lump sum payments, which may be subject to a six-month delay following termination of employment in compliance with Code section 409A.

Earnings in 2017 from previous deferrals of cash compensation came from phantom investments in the investment vehicles, which mirror the funds available to participants in the Company’s 401(k) plan and include mutual funds, index funds and similar investment alternatives offered to participants under the Company’s 401(k) plan. The Company does not provide a guaranteed rate of return on these funds.

 

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Potential Payments Upon Termination or Change in Control

For the reasons discussed in Compensation Discussion & Analysis, NextEra Energy has entered into the Retention Agreements, which commit the Company to make payments to NEOs under special circumstances. Generally, these are changes in corporate control of the Company and termination of the NEO’s employment.

In accordance with SEC instructions, these quantitative disclosures assume that a change in control took place on December 31, 2017. In fact, no change in control of the Company occurred on that date and no NEO’s employment terminated on that date. If such an event were to occur in the future, actual payments would likely be different from those presented here based on various factors, including the NextEra Energy common stock price at such time.

Consistent with SEC instructions, the amounts shown in the tables that follow exclude obligations due from the Company to the NEO following a triggering event for: (1) any earned but unpaid base salary, annual incentive compensation and long-term incentive compensation through the date of termination; (2) vested benefits under the Company’s employee pension and 401(k) plans and all other benefit plans in accordance with their terms and conditions; (3) accrued vacation pay; (4) reimbursement of reasonable business expenses incurred prior to the date of termination; and (5) any other compensation or benefits to which the NEO may be entitled under and in accordance with the Company’s generally applicable non-discriminatory plans or employee benefit programs, including the retiree medical plan. Furthermore, all payments shown in the tables exclude the obligations of the Company to the NEO for vested benefits under the SERP, the Deferred Compensation Plan and the vested portions of Mr. Robo’s deferred retirement awards. See Table 5: Pension Benefits and Table 6: Nonqualified Deferred Compensation for the values of accumulated SERP and Deferred Compensation Plan benefits, and Mr. Robo’s vested deferred retirement awards, at December 31, 2017.

Potential Payments Under Retention Agreements

Each NEO is a party to a Retention Agreement with the Company. These agreements are all substantially equivalent and generally provide for certain protections and benefits to the NEO in the event of a change in control of the Company in exchange for the NEO’s continued full-time commitment to the interests of the Company during a transition period of three years following a change in control (two years in the case of Mr. Nazar). The NEOs also undertake confidentiality commitments requiring them to hold in a fiduciary capacity all secret or confidential information relating to the Company and, under most circumstances, not to divulge any such information either during or after the period of employment.

Each Retention Agreement provides for a mutual commitment to the NEO’s continued employment for a period of three years (two years in the case of Mr. Nazar) following a change in control of the Company. If a change in control occurs, the NEO generally will receive an accelerated payout or vesting of previously granted equity-based awards that the NEO would otherwise have received in the normal course of business had the change in control not occurred and had the NEO’s employment continued over the remaining vesting periods. This immediate payment of equity awards is not limited to the NEOs, but generally will also occur for all officers and employees who hold such equity awards.

Tables 7a and 7b and the accompanying discussion of the Retention Agreements set forth the details of the estimated payments that would have been made to the NEOs (on December 31, 2017 and December 31, 2018, respectively) had a change in control actually occurred at the close of business on December 31, 2017, assuming each of the NEOs continued in employment throughout 2018.

 

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Table 7a: Potential Compensation to Named Executives Upon Change in Control

 

     James L.
Robo
    John W.
Ketchum
    Armando
Pimentel, Jr.
    Manoochehr K.
Nazar
   

Eric E.

Silagy

 

Long-Term Incentive Awards:

                                       

1st 50% of Performance Share Awards(1)

  $ 16,012,040     $ 1,926,580     $ 3,591,650     $ 3,024,240     $ 2,910,370  

Restricted Stock Awards(2)

    4,560,120       938,230       1,546,750       1,375,880       1,193,600  

Stock Option Awards(3)

    9,798,280       1,276,650       2,667,030       2,360,700       2,048,640  

Total:

  $ 30,370,440     $ 4,141,460     $ 7,805,430     $ 6,760,820     $ 6,152,610  

 

(1)

Upon a change in control, 50% of all outstanding performance share awards vest and are payable at the greater of target or the average of the actual performance factors used to determine payout of performance share awards which vested over the three years prior to the year in which the change in control occurred. Amounts shown are based on a closing NextEra Energy common stock price on December 29, 2017 of $156.19 and performance factors are calculated based on actual performance for the three completed three-year performance periods preceding the year in which the change in control is assumed to have occurred. Amounts shown include the value of the acceleration of 50% of the performance shares awarded for the three-year performance periods ending December 31, 2018 and December 31, 2019. At the assumed change in control date, no performance shares had been awarded for the performance period ending December 31, 2020.

 

(2)

Upon a change in control, all outstanding performance-based restricted stock awards vest. Amounts shown are based on a closing NextEra Energy common stock price on December 29, 2017 of $156.19. The award agreement pursuant to which Mr. Robo was awarded a deferred retirement award contains change in control provisions which supersede the provisions of the Retention Agreement for that award only. Upon a change in control, absent termination of employment, the deferred retirement award does not vest.

 

(3)

Upon a change in control, all outstanding stock option awards vest. Amounts shown reflect the in-the-money values of accelerated stock options based on the difference between the option exercise price and the closing NextEra Energy common stock price on December 29, 2017 of $156.19.

Table 7b: Potential Compensation to Named Executives at One-Year Anniversary of Change in Control(1)

 

     James L.
Robo
    John W.
Ketchum
    Armando
Pimentel, Jr.
    Manoochehr K.
Nazar
   

Eric E.

Silagy

 

2nd 50% of Performance Share Awards(2)

  $ 16,012,040     $ 1,926,310     $ 3,591,070     $ 3,023,950     $ 2,910,070  

 

(1)

All amounts in the table assume the same $156.19 stock price on the one-year anniversar