NextEra Energy Inc.
05/06/2024 | Press release | Distributed by Public on 05/06/2024 05:33
Management Change/Compensation - Form 8-K
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) Effective May 6, 2024, T. Kirk Crews II was appointed to the new role of Executive Vice President and Chief Risk Officer of NextEra Energy, Inc. (NEE) in a transition from his prior positions as Executive Vice President, Finance and Chief Financial Officer of NEE, in which he had served as NEE's principal financial officer until May 6, 2024.
(c) Effective May 6, 2024, Brian W. Bolster was appointed Executive Vice President, Finance and Chief Financial Officer of NEE to succeed Mr. Crews in those positions. In such capacities, Mr. Bolster will serve as NEE's principal financial officer.
Mr. Bolster, age 52, served until May 2024 with Goldman Sachs & Co. LLC, a global investment banking, securities and investment management firm (GS), in a number of positions of increasing responsibility over nearly 25 years. Most recently, Mr. Bolster served with GS as Partner Managing Director, Head of Natural Resources Investment Banking (Americas), a position which he held from September 2020 until his departure. Prior to that service, Mr. Bolster served with GS as Partner Managing Director, Global Co-Head of Power, Utility and Infrastructure Investment Banking (Americas) for several years ended September 2020.
The information set forth under Item 5.02(e) of this report is incorporated by reference in this Item 5.02(c).
(e) Effective May 6, 2024, in connection with the appointment of Mr. Bolster, the Compensation Committee of the NEE Board of Directors (the Committee) approved compensation payable to Mr. Bolster for his service in his new positions for fiscal year 2024. Effective May 6, 2024, Mr. Bolster's base salary is payable at an annual rate of $950,000 and his annual incentive plan target is 70% of his base salary. Mr. Bolster also received equity compensation awards for 2024 issued pursuant to the NextEra Energy, Inc. 2021 Long Term Incentive Plan and having a target grant date value of $3,400,000, with the following mix: 60% of the target amount is in the form of a performance share award that will vest fully on December 31, 2026; 20% is in the form of performance-based restricted stock that will vest ratably over three years commencing as of May 6, 2024; and 20% is in the form of non-qualified stock options that will vest ratably over three years commencing as of May 6, 2024. Payout of the performance share award and vesting of performance-based restricted stock are subject to NEE's attainment of specified performance objectives. To induce Mr. Bolster to join NEE [and to offset a portion of forgone compensation from his prior employer], Mr. Bolster also received a sign-on bonus consisting of a $1,500,000 cash payment that is subject to repayment if Mr. Bolster's employment by NEE terminates during the 36-month period following May 6, 2024 and a performance-based restricted stock award having a grant date value of $1,500,000 that vests on May 6, 2027, subject to Mr. Bolster's continued employment by NEE until that date.
Effective May 6, 2024, the Committee also approved for Mr. Bolster in connection with his appointment: (1) Mr. Bolster's 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 Mr. Bolster specified protections and benefits in the event of a change in control of NEE during a three-year transition period; (3) enhanced credits for purposes of calculating his defined benefit under NEE's Supplemental Executive Retirement Plan; and (4) other personal benefits as are available to other executive officers.
The material terms of certain of the foregoing executive compensation plans and arrangements in which Mr. Bolster participates are described in NEE's proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2024.
SECTION 8 - OTHER EVENTS