Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On January 24, 2022, NextEra Energy, Inc. ("NEE") commenced the
implementation of its chief executive officer succession plan, pursuant to
which, effective on March 1, 2022, James L. Robo, the Chairman, President and
Chief Executive Officer of NEE, will transition to Executive Chairman of NEE
(the "Executive Chairman") and John W. Ketchum, the President and Chief
Executive Officer of NEE's subsidiary, NextEra Energy Resources, LLC ("NEER"),
will cease his service in those positions and succeed Mr. Robo as President and
Chief Executive Officer of NEE.
On January 24, 2022, in accordance with the succession plan:
•Mr. Robo notified the Board of Directors of NEE (the "Board") that he intends
to cease his current service as President and Chief Executive Officer effective
on March 1, 2022; and
•the Board appointed Mr. Robo to serve as Executive Chairman beginning on March
1, 2022 for a transitional period as may be agreed by Mr. Robo and the Board.
Mr. Robo has served as NEE's principal executive officer since his appointment
as Chief Executive Officer effective on July 1, 2012. Mr. Robo plans to continue
his current service on the Board as its Chairman for the transitional period.
In connection with the foregoing, Rebecca J. Kujawa will cease her current
service as Executive Vice President, Finance and Chief Financial Officer of NEE
effective on March 1, 2022 to succeed Mr. Ketchum as President and Chief
Executive Officer of NEER effective on that date. Mrs. Kujawa has served as
NEE's principal financial officer since her appointment to her current positions
effective on March 1, 2019.
(c) The information set forth under Item 5.02(b) of this report is incorporated
by reference in this Item 5.02(c).
On January 24, 2022, the Board appointed:
•Mr. Ketchum to succeed Mr. Robo as President and Chief Executive Officer of
NEE, effective on March 1, 2022. As Chief Executive Officer, Mr. Ketchum will
serve as NEE's principal executive officer. Mr. Ketchum, age 51, has served in
his current role as the President and Chief Executive Officer of NEER since
March 2019 and served as Executive Vice President, Finance and Chief Financial
Officer of NEE from March 2016 to March 2019. It is anticipated that Mr. Ketchum
will be appointed to the Board effective on or about the effective date of his
commencement of service as President and Chief Executive Officer.
•T. Kirk Crews II as Executive Vice President, Finance and Chief Financial
Officer of NEE, effective on March 1, 2022, to succeed Mrs. Kujawa in those
positions. In such capacities, Mr. Crews will serve as NEE's principal financial
officer. Mr. Crews, age 43, has served in his current role as Vice President,
Business Management since March 2019. From September 2016 until March 2019 he
was NEE's Vice President, Controller and Chief Accounting Officer.
On January 24, 2022, in connection with the foregoing appointments, the
Compensation Committee of the Board (the "Committee") approved, among other
matters, compensation and pay mix for 2022 for Mr. Ketchum and Mr. Crews.
Effective March 1, 2022, Mr. Ketchum's annual base salary will be $1,500,000 and
his annual incentive plan target will be 150% of base salary; Mr. Crews' annual
base salary will be $635,000 and his annual incentive plan target will be 70% of
base salary. They will receive 2022 equity compensation awards in the target
amounts of $8,750,000 for
Mr. Ketchum and $1,320,500 for Mr. Crews, with the mix of such equity
compensation awards being as follows:
•For Mr. Ketchum: 65% of the target amount will be in the form of performance
share awards that will vest fully on December 31, 2024, 25% will be in the form
of non-qualified stock options that will vest ratably over three years, and 3%
will be in the form of restricted stock that will vest ratably over three years,
all issuable pursuant to the NEE 2021 Long Term Incentive Plan ("NEE LTIP"); and
7% of the target amount has been recommended to be in the form of NextEra Energy
Partners, LP ("NEP") restricted common units issuable pursuant to the NEP 2014
Long Term Incentive Plan ("NEP LTIP"), subject to approval by the NEP Board of
Directors.
•For Mr. Crews: 60% of the target amount will be in the form of performance
share awards that will vest fully on December 31, 2024, 20% will be in the form
of non-qualified stock options that will vest ratably over three years, and 13%
will be in the form of restricted stock that will vest ratably over three years,
all issuable
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pursuant to the NEE LTIP; and 7% of the target amount has been recommended to be
in the form of NEP restricted common units issuable pursuant to the NEP LTIP,
subject to approval by the NEP Board of Directors.
On January 24, 2022, the Committee also approved for Mr. Crews in connection
with his appointment: (1) participation in the NEE Executive Severance Benefit
Plan, which provides for the payment of severance benefits to senior executives
if their employment is involuntarily terminated in specified circumstances; (2)
an executive retention employment agreement with NEE, which affords him certain
protections and benefits in the event of a change in control of NEE during a
three-year transition period; and (3) enhanced credits for purposes of
calculating his defined benefit under NEE's Supplemental Executive Retirement
Plan. The material terms of each of the foregoing executive compensation plans
and arrangements in which Mr. Crews will participate are described in NEE's
proxy statement on Schedule 14A filed with the Securities and Exchange
Commission on March 31, 2021.
(e) The information set forth under Item 5.02(c) of this report is incorporated
by reference in this Item 5.02(e).
Item 7.01 Regulation FD Disclosure
On January 25, 2022, NEE issued a news release announcing certain of the matters
reported in Item 5.02 of this report. NEE's news release is furnished as Exhibit
99 to this report and incorporated by reference in this Item 7.01.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
NEE herewith furnishes the following Exhibit 99:
Exhibit
Number Description
99 NextEra Energy, Inc. News Release dated January 25, 2022
101 Interactive data files for this Form 8-K formatted in Inline XBRL
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in
Exhibit 101)
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