Xcel Energy Inc.
Shareholder Annual Meeting in a DEF 14A on 04/06/2021   Download
SEC Document
SEC Filing
DEF 14A 1 a2021xcelproxycombined.htm DEF 14A 2021 Xcel Proxy Combined
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 XCEL ENERGY INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ 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. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Vote *** 9805-Z7698


 
 

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ESSENTIAL


Like no other, this past year made clear our essential role in serving customers and other stakeholders. We quickly adapted, enabling thousands of our employees to productively work from home and taking extra precautions to protect frontline workers. We stepped up to support customers and local businesses in need and renewed our commitment to addressing social inequities. Despite 2020’s challenges, we remained reliable and focused on our strategic priorities — to lead the clean energy transition, enhance the customer experience and keep energy bills low — continuing to deliver the innovation and initiatives essential to building a better energy future.



 LETTER FROM THE CHAIRMAN AND
 CHIEF EXECUTIVE OFFICER
April 6, 2021
Dear Fellow Shareholders:
When I reflect on 2020, I’ve never been prouder of our employees and how they responded to the challenges of a global pandemic and civil unrest. The Xcel Energy team delivered on our mission-critical work to power lives and businesses and advanced our strategic priorities, all while taking extra precautions to help ensure the safety of our employees and our customers.

During a difficult year, we delivered excellent financial results and executed on a number of initiatives important for the future. Our enclosed materials showcase Xcel Energy’s strong accomplishments and the continuation of our record of operational and financial excellence. Our 2020 highlights include:
Meeting or exceeding our annual ongoing earnings guidance for the 16th consecutive year;
Exceeding total shareholder return for our industry peer group on a one-, three-, five- and 10-year basis;
Completing multiple wind projects as we progress towards our 2050 goal of producing 100% carbon-free electricity; and
Announcing our vision to help power 1.5 million electric vehicles in our service territory by 2030.
As part of the clean energy transition, we have exciting opportunities to invest in our system and our communities. Xcel Energy’s future is indeed bright, and we have strong plans in place for:
Adding more large-scale renewable energy projects and repowering older wind farms with newer technology;
Making it easy for customers to purchase an electric vehicle and save money by charging at home overnight; and
Keeping customer bills low, all while delivering outstanding service and value.
I am also so proud of all that our company and employees did to help our customers and communities during the tremendous economic challenge brought on by the pandemic. We were among the first energy companies to stop service disconnections for residential customers who fell behind on their bills. We also advocated for reduced electricity rates for our business customers who faced significant losses as a result of the coronavirus ("COVID-19") pandemic and proposed a $3 billion investment plan in Minnesota to help the state jumpstart the economy and create hundreds of union jobs. For communities affected by civil unrest, we offered new energy efficiency rebates as businesses worked to rebuild and provided free energy consulting services.

We also made a major commitment to our communities, earmarking nearly $20 million in proceeds from the sale of our Mankato Energy Center to support short- and long-term corporate giving, including COVID-19 relief and racial justice. The company donated more than 300,000 face coverings and other protective equipment to health care workers, and our foundation offered a triple-match of employee gifts to nonprofits, which resulted in $450,000 to nonprofit organizations in our service territory.

I would prefer to discuss our 2020 highlights in person, but due to continuing concerns about COVID-19 and to protect our employees and shareholders, this year’s annual meeting will again be held via live webcast.

Logistics for this meeting will be similar to last year. You may attend the online meeting, submit questions and vote your shares electronically during the meeting via the internet by visiting www.virtualshareholdermeeting.com/XEL2021. Please review the information in the proxy statement for instructions on how to access and participate in the virtual meeting.

As always, we encourage you to vote your shares prior to the annual meeting. Details for how and when to vote and other important information are included in the proxy statement. Thank you for your continued confidence in us.
Sincerely,
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Ben Fowke
Chairman and Chief Executive Officer




























 LETTER FROM THE LEAD
 INDEPENDENT DIRECTOR
April 6, 2021
Dear Fellow Shareholders:
On behalf of the Board of Directors, I join Ben in inviting you to Xcel Energy’s 2021 Annual Meeting of Shareholders, which will be held virtually. Your Board is committed to effective governance that delivers both strong results for you and great value for our customers.
We are proud to deliver strong results consistently over time. Our sound governance practices combine the benefits of strong, independent oversight with broad expertise and strong management that — working together — allow us to successfully execute innovative strategies in a complex and changing industry. Our practices ensure effective Board operations, encourage independent thought and judgment and execute appropriate levels of Board oversight to produce these consistent and strong results. We continue applying this oversight as the Company navigates the challenges of COVID-19 with the goal of supporting our employees, customers and communities.
We are committed not only to delivering outstanding results, but also to representing your interests. Our practices are detailed in the proxy statement, which I encourage you to review before casting your vote.
As part of the evolution of our Board, we appointed two new independent directors during the past year: Patricia Kampling, retired Chairman and Chief Executive Officer, Alliant Energy Corporation, and Charles Pardee, President, Terrestrial Energy, USA. Patricia and Charles, along with our existing directors, bring diverse backgrounds, skills, qualifications and experiences, and represent an effective mix of industry knowledge and fresh perspectives.
I would like to thank David Owens and James Sheppard for their many contributions and years of dedicated service to Xcel Energy. David and James, who have served on the Board since 2017 and 2011, respectively, will be leaving our Board when their terms end at the annual meeting.
As your Lead Independent Director, I am focused on the important obligations that our Board owes to you, our shareholders. My responsibilities include reviewing and approving the agendas for our Board meetings to ensure they cover key areas of Company focus, working with the Chairman to provide the directors information needed to effectively govern, developing and executing succession plans for both the Board and management to ensure strong independent oversight over the long term and acting as a regular communications channel between our independent directors and our chief executive officer.
Despite the challenges of COVID-19 and civil unrest in our communities, 2020 was another strong year for Xcel Energy. It is my privilege to serve as Xcel Energy’s Lead Independent Director, and I look forward to continuing my service to the Company. Know that your Board remains focused on delivering value to you, today and long into the future.
Thank you for investing in Xcel Energy.
Sincerely,
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Chris Policinski
Lead Independent Director




























TABLE OF CONTENTS
A-1








Forward-Looking Statements
The statements contained in this proxy statement about our future performance, including, without limitation, future financial and operational results, strategies, visions, prospects, consequences and all other statements that are not purely historical, are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Although we believe that our expectations are based on information currently available and on reasonable assumptions, we can give no assurance they will be achieved. There are a number of risks and uncertainties that could cause actual results to differ materially from any forward-looking statements made herein. A discussion of some of these risks and uncertainties is contained in our Annual Report on Form 10-K and subsequent filings with the Securities and Exchange Commission (“SEC”), which are available on our website: www.xcelenergy.com. These reports address in further detail our business, industry issues and other factors that could cause actual results to differ materially from those indicated in this proxy statement. In addition, any forward-looking statements included herein represent our estimates only as of the date hereof and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements from time to time, we specifically disclaim any obligation to do so, even if our internal estimates change, unless otherwise required by applicable securities laws.




























NOTICE OF 2021 ANNUAL
MEETING OF SHAREHOLDERS
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414 Nicollet Mall
Minneapolis, MN 55401
Meeting InformationVoting Information
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Time and Date
11:00 a.m. Central Time
May 19, 2021
Please act as soon as possible to vote your shares, even if you plan to attend the annual meeting.
Your broker will NOT be able to vote your shares on the election of directors, the advisory vote on executive compensation and the shareholder proposal presented at the meeting unless you have given your broker specific instructions to do so. We strongly encourage you to vote.
You may vote via the internet, by telephone or, if you have received a printed version of these proxy materials, by mail.
If you wish to vote your shares during the virtual meeting, you need the control number included on your proxy card or your Notice of Internet Availability of Proxy Materials. We recommend you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts.
Please refer to "How Can I Vote My Shares?" and "How do I Attend and Vote at the Annual Meeting?" on pages 73 to 75 of the proxy statement.
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How to Attend
Via the internet at www.virtualshareholdermeeting.com/XEL2021. There will be no physical
meeting location.
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Record Date
Holders of record of our common stock as of March 22, 2021 are entitled to receive notice of and vote at the meeting.
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Mailing Date
These proxy materials and our 2020 Annual Report are being mailed or made available to our shareholders on April 6, 2021.

Annual Meeting Agenda
Proposals
1. Election of 14 director nominees named in the proxy statement
2. Approval of our executive compensation in an advisory vote
3. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2021
4. A shareholder proposal, if properly presented at the annual meeting
5. Transaction of other business that may properly come before the meeting
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Your vote is important.
Please vote on the proposals as described in the proxy statement.

You are receiving these proxy materials in connection with the solicitation by the Board of Directors (“Board”) of Xcel Energy Inc. (referred to in the proxy statement as “Xcel Energy,” the “Company,” “we,” “us” and “our”) of proxies to be voted at Xcel Energy’s 2021 Annual Meeting of Shareholders.
By Order of the Board of Directors,
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Amy Schneider
Vice President, Corporate Secretary
April 6, 2021
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Thank you for investing in Xcel Energy.
Important Notice
Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 19, 2021:
Our 2021 Proxy Statement and Annual Report are available free of charge at www.proxyvote.com.




























PROXY SUMMARY
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Proposals

Board Vote
Recommendation
Page Reference
(for more detail)
1
Election of Directors
Candidates provide the needed experience and expertise to govern the Company and ensure strong independent oversight.
FOR each nominee
Page 25
2
Advisory Vote on Executive Compensation
Our executive compensation program is market based, performance driven and aligned with shareholder interests.
FORPage 35
3
Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2021
All independence standards have been met and sound practices are employed to ensure strong, independent financial governance.
FOR
Page 66
4
Shareholder Proposal
We currently provide extensive disclosure on the costs and benefits of our investment strategy and environmental activities.
AGAINSTPage 69

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How to Vote
If you held shares of Xcel Energy common stock as of the record date (March 22, 2021), you are entitled to vote at the annual meeting.

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By Internet
Go to the website at www.proxyvote.com, 24 hours a day, seven days a week. You will need the control number that appears on your proxy card or on your Notice of Internet Availability of Proxy Materials.
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By TelephoneCall 1-800-690-6903, 24 hours a day, seven days a week. You will need the control number that appears on your proxy card.
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By MailIf you received a full paper set of materials, date and sign your proxy card exactly as your name appears on your proxy card and mail it in the postage-paid envelope provided. If you received a Notice of Internet Availability of Proxy Materials, you may request a proxy card by following the instructions in your Notice. You do not need to mail the proxy card if you are voting by internet or telephone.
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During the Meeting
Go to www.virtualshareholdermeeting.com/XEL2021. You will need the control number that appears on your proxy card or on your Notice of Internet Availability of Proxy Materials.
  
ESSENTIAL
PROXY STATEMENT 2021
1

Proxy Summary
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Corporate Governance
Our strong financial and operational performance is grounded in a foundation of sound corporate governance and oversight.


Governance Best PracticesShareholder Rights
Regular executive sessions
Board and management succession plans
Tenure and overboarding policies
Routine engagement with outside experts
Annual committee assignments
Annual election of directors by majority vote
Annual advisory vote on executive compensation
Proxy access adopted
Effective Oversight
Strategy and DirectionPerformance MonitoringKey Focus Areas
Annual strategy session and periodic strategic updates
Annual enterprise and compliance risk assessments
Annual charter reviews and updates
Clear committee oversight of and executive accountability for environmental, social and governance ("ESG") issues
Agendas focused on execution and performance
Board and committee evaluations
Scorecard governance
Long-term performance-based compensation tied to carbon reduction metrics since 2005, with diversity, equity and inclusion metrics incorporated in annual performance incentives for 2021
Safety
Risk management
Human capital management
Diversity, equity and inclusion
Operations
Environmental
Sustainability
Capital management
Cybersecurity
A Diverse, Experienced and Engaged Board
Directors bring a wide range of business, leadership and community experience (statistics below are based on our current Board composition)
20%
female
20%
ethnically diverse
93%
independent
7 years
average tenure
99%
average attendance at Board and committee meetings

Driving Xcel Energy’s Culture                        Our Values
The Board actively oversees the Company’s workforce strategy, and in 2020, the Governance, Compensation and Nominating ("GCN") Committee was given formal oversight of diversity, equity and inclusion (“DEI”) in its charter. In addition, as part of its ongoing advocacy and support of our values, the Board approved new metrics that tie annual compensation to DEI performance. By increasing executive accountability and accelerating our current DEI initiatives, we expect to improve overall business results through a workforce that is more reflective of the customers we serve.
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TRUSTWORTHY
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CONNECTED
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COMMITTED
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SAFE
2


Proxy Summary
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Financial Results
Our strategy allows us to consistently deliver positive results for shareholders, customers and policymakers alike.
Strong Total Shareholder Return
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A Track Record of Sustained Growth
From 2019 to 2020
 2005 to 2020 CAGR(1)
 
Deliver long-term annual EPS growth of 5-7%
Met or exceeded ongoing EPS guidance for 16 consecutive years, with 14 years in the mid to high range of guidance
Increased dividend for 17 consecutive years
Ongoing EPS Growth(2)
 5.7% 6.1%
Dividend Growth 6.2%4.7%
Stock Price Increase(3)
5.0%8.9%
(1) Compound Annual Growth Rate.
(2) Ongoing earnings per share ("EPS") is a non-GAAP number and is defined in Exhibit A, which reconciles this amount to GAAP EPS for each period.
(3) The dates used to calculate the 2020 stock price change were 12/31/2019 and 12/31/2020.
Positioned for the Future
Capital Forecast 2021-2025
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This forecast does not include potential incremental investment of $760 million for a proposed solar facility at our Sherco plant site and a wind repowering project in Minnesota. If these investments are approved, we expect rate base growth of ~6.9%. This forecast also excludes potential capital for our proposed Colorado transmission expansion.
  
ESSENTIAL
PROXY STATEMENT 2021
3

Proxy Summary
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Strategic Priorities
We successfully navigated the challenges of 2020 to advance our strategic priorities that set the course for producing outstanding long-term results.
Lead the Clean Energy Transition
The first major U.S. utility with a vision to deliver affordable, reliable 100% carbon-free electricity by 2050*
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2020 Results
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2030 Goal
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2050 Vision
* From 2005 levels and the electricity that serves customers; our carbon vision aligns with targets of the Paris Agreement, as validated by a lead author for the Intergovernmental Panel on Climate Change.
New wind projects reduce customers' fuel costs under our Steel for Fuel strategy
Responsible coal phasedown underway, with seven plants retired to date and zero employee layoffs
~1,500 MW wind installed
on time and on budget in 2020
~800 MW wind to be constructed
by year-end 2021
~650 MW wind approved
for repowering between 2022-2024
~2,200 MW coal retired
from 2006-2020
~2,100 MW coal retirements
underway for 2022-2028
~4,350 MW remaining coal
proposed for retirement between 2024-2040
 
Our clean energy plan for natural gas reduces emissions now while developing future technology
0.2% company limit on methane emissions
from our natural gas distribution system
$10 million U.S. DOE grant
to be first in the country to use high-temperature electrolysis to produce hydrogen with nuclear energy
Enhance the Customer Experience
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40-point improvement in J.D. Power customer satisfaction survey results over the past three years, outpacing improvement among our peers and top-ranked utilities
Electric vehicle ("EV") programs offered in Colorado, Minnesota and Wisconsin, including an EV subscription service recognized among the nation’s best
Nearly 244,000 customers participate in our portfolio of renewable choice programs, which is among the most extensive and longest running in the country

Keep Bills Low
Since 2014, operating and maintenance ("O&M") expenses have remained flat, and we continue to prudently invest and reduce costs through ongoing processes and technology improvements
Xcel Energy Residential Bills Compared to Consumer Prices**
Goal to maintain bill increases at or below the rate of inflation
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**Source: Consumer prices based on the Consumer Price Index (“CPI”). Electric and natural gas bills based on data reported to the U.S. Energy Information Administration. Figures are annual average of monthly bills, excluding taxes and franchise fees.
4


Proxy Summary
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Corporate Responsibility
Sustainability is embedded in our company mission and strategic priorities.
Environmental Responsibility
Our clean energy transition reduces environmental impact
Emissions Reductions 2005-2020

 34% lower water consumption
since 2005, with a goal to reduce consumption 70% by 2030 from all electric generation
Sulfur DioxideNitrogen OxidesMercuryCoal Ash
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87%83%93%62%
Social Responsibility
Keeping employees safe and supporting communities during challenging times
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Considered a benchmark company for our new approach to employee safety that focuses on eliminating the most serious events by developing a culture of trust and transparency
Over 100,000 personal protective items purchased in 2020 to safeguard Xcel Energy employees against COVID-19, and over 300,000 face coverings and other protective equipment donated to keep frontline health care workers safe
$20 million in short- and long-term giving from proceeds of the sale of the Mankato Energy Center to support communities, including funding for COVID-19 relief and racial justice
Recognized with two emergency recovery awards for outstanding service restoration
Championing diversity, equity and inclusion
4% female | 3% diverse
representation among senior leadership in the past three years*
*Senior leadership includes vice presidents and above.
25 crucial conversations
on race relations held with employees, in addition to training over half our workforce on microinequities and unconscious bias, with 100% targeted in 2021
57 utilities committed
to new DEI goals under Ben Fowke’s industry leadership
~$640 million
spent on goods and services through diverse suppliers, surpassing our annual goal
A Best Place to Work for LGBTQ Equality, earning 100% on the Human Rights Equality Index

Governance
Providing board oversight of environmental, social and governance issues
The GCN Committee has primary board responsibility for ESG related issues and risks. The Senior Vice President, Strategy, Planning and External Affairs serves as the Chief Sustainability Officer reporting to the CEO who leads all aspects of our ESG efforts and governance. Please see Corporate Responsibility and ESG Oversight on page 21 for further information.
We provide comprehensive, transparent reporting that aligns with the Sustainability Accounting Standards Board and the Task Force on Climate-related Financial Disclosures and includes disclosures on political contributions, corporate compliance, carbon and human capital management. Find our annual Corporate Responsibility Report and other disclosures on www.xcelenergy.com.
Named among the 2021 World’s Most Ethical Companies® by Ethisphere
  
ESSENTIAL
PROXY STATEMENT 2021
5

Proxy Summary
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Results-Driven Compensation
Our compensation and programs are performance based, market competitive and aligned with our strategic priorities, linking incentive opportunities to the performance expected of us by our shareholders and customers.
Performance Based
Majority of executive compensation at risk
Motivates achievement of financial, operational and environmental goals

Chairman and CEO
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All Other NEOs (average)
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Market Competitive
Competitive target pay opportunities, program design and challenging performance goals set annually
Set in consideration of our industry
peer group
Enables us to attract and retain
talented leaders
Aligned with Strategic Objectives
Long-term Incentive Grants
50%
Total Shareholder Returns
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Create Shareholder Value
30%
Carbon Reductions
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Execute Key Environmental Initiatives
20%
Time Based
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Retain Top Talent
6



CORPORATE GOVERNANCE
Serving shareholders well is a key priority for your Board. We believe that the most effective oversight comes from:
Strong and effective practices in corporate governance and ethical business conduct, as these practices create the business culture that drives successful performance.
Directors who bring a diverse range of experiences and perspectives to provide the collective skills, qualifications and attributes needed to provide sound governance.
An engaged Board that works well as a whole and plans for its own refreshment, with members bringing their experience to the table and dialoguing freely with each other and management to create an environment of well-functioning oversight.
Xcel Energy has the practices, the Board, and the management team to deliver consistent and strong results for shareholders.
We regularly monitor issues and trends in corporate governance and employ practices that best serve our shareholders. Current practices include:
Leadership and organization most appropriate to our business. Ours is a rapidly changing business that benefits from industry experience and expertise coupled with strong independent oversight. Through the roles of the Chairman and CEO, Lead Independent Director and committees of independent directors, we are best positioned to continue delivering strong results. We annually review this structure to ensure it remains the best suited for our business.
Sound practices to ensure effective Board operations and independent oversight. To ensure the Board remains focused on the right issues over time, Xcel Energy employs sound practices to regularly assess enterprise risks and industry trends and then refreshes charters and practices as appropriate.
Effective Board planning and succession. Succession planning is important for both management and the Board. We employ good practices to ensure regular and planned Board refreshment while maintaining valuable and reasonable continuity to ensure effective oversight over the long term.
Strong governance practices. Serving shareholders well is a top priority for Xcel Energy. We keep abreast of developments in corporate governance practices and adopt those that best serve our shareholders.
Regular oversight of key corporate policies. Our governance practices set the foundation for excellent management and operations for the Company. Corporate policies communicate expectations to employees so they understand and adhere to good business conduct.
Highlights of our practices are summarized in the following table, followed by additional explanation of key features.
Summary of Governance Practices
Structure
Lead Independent Director
Specified duties ensure robust independent oversight and effective flow of information between management and independent directors. Governance structure is reviewed annually.
CommitteesMembership and chairs are reviewed annually and are set to both leverage directors’ expertise and provide development opportunities to promote effective oversight over the long term.
Independence and Expertise
The GCN Committee regularly reviews and validates director independence and assesses desired expertise for potential new directors to ensure the Board is well positioned to effectively manage risks and execute strategies. The Board also regularly determines which directors qualify as Audit Committee financial experts and meet independence standards under the requirements of Nasdaq and the SEC.

  
ESSENTIAL
PROXY STATEMENT 2021
7

Corporate Governance
Practices
Risk ManagementRegular updates on enterprise risks are provided to the Board, which then assigns new and emerging risks to the appropriate committee. Regular updates on compliance risks and legal risks are provided to the Audit Committee, which oversees plans to mitigate those risks.
Strategy SessionThe Board holds a regular session to review industry landscape, hear from outside experts and refine strategies for execution. The Board and committees receive updates throughout the year on progress made on the key initiatives to execute those strategies.
Annual EvaluationsThe Board employs a formal and regular process to evaluate Board and committee operation effectiveness and address identified areas for improvement. This evaluation process includes surveys, individual director conversations with the Lead Independent Director and executive session discussions at both the Board and committee levels.
TrainingEvery committee regularly identifies topics and dedicates committee time to training that keeps them engaged with emerging issues and best practices. Directors are also encouraged to participate in topical conferences and off-site training opportunities, including specialized training in overseeing nuclear operations, audit committee issues and industry topics.
Tenure Policies
Term LimitDirectors may not serve on the Board for more than 15 years. Having this requirement, coupled with the mandatory retirement age, is rare among our peers and most public companies and provides an additional impetus to board refreshment.
Mandatory RetirementDirectors must retire on the day of the annual meeting of shareholders after turning age 72.
Change in Principal EmploymentDirectors must offer to resign upon any substantial change in principal employment.
Shareholder Rights
Shareholder VotingOur shareholders have the opportunity to annually vote for directors, provide an advisory vote on executive compensation and ratify the selection of auditors.
No SupermajorityThere are no supermajority voting provisions.
Opportunities to be HeardWe allow our shareholders to submit questions at our annual meeting and provide published lines of communication to our directors and management.
Proxy AccessShareholders have the ability to include director candidates for nomination as directors in our proxy statement, in accordance with the terms of our bylaws.
Corporate Policies
Code of ConductOur Code of Conduct guides our actions and frames the honest and ethical practices needed for business success. The GCN Committee annually reviews the Code of Conduct and requires annual training of directors, officers and employees.
Stock Ownership RequirementsDirectors and executive officers are required to maintain specific levels of stock ownership.
Hedging and PledgingWe have in place policies that prohibit hedging and restrict pledging of our stock.
Political Contributions,
Lobbying and Government
Communications
Our policy governs our engagement with policymakers and holds us to high ethical standards. Our policy requires advanced approval of the Executive Vice President, General Counsel and President and Chief Operating Officer for all political contributions above $25,000, including contributions to 501(c)(4) organizations. We also provide more disclosure than is required by law and annually disclose our political contributions on our website.
EnvironmentalWe are committed to environmental excellence, adhere to policies to ensure environmental compliance and adopt environmental initiatives that enhance value to customers and shareholders.
8


Corporate Governance
Leadership Structure and Roles
Our Board consists of a combined Chairman and CEO position, complemented with a Lead Independent Director chosen annually from our independent directors. This structure, along with other corporate governance practices discussed below, provides sound and independent oversight of the Company. The Board believes that this structure is best suited for the Company at this time and serves shareholders well. We annually review this structure to confirm it is most effective for our business.
The combined Chairman and CEO role brings to the Board important experience and expertise, both of the Company and our rapidly changing industry. The skills and experience of the CEO are well suited for the role of Chairman, putting the Board in the best position to assess key industry drivers, identify important changes in the energy and consumer landscape and develop effective strategies. In light of the opportunities and challenges facing the Company and our industry, the Board believes that shareholders are best served by having a combined role of Chairman and CEO.
Mr. Fowke currently serves in this role, providing the benefit of his extensive experience in the regulated energy industry to both the Company and the Board. His thorough understanding of the opportunities and challenges facing the industry is valuable at both the Board and management levels. In 2020, the Utility Dive publication, which provides insight into news and trends shaping the utility industry, recognized Mr. Fowke for his exemplary leadership, showing resilience, empathy and agility in a time of crisis, and for his commitment to clean energy and reducing carbon.
The Lead Independent Director likewise plays a critical role in our governance structure, working with both the independent directors and management to ensure the Company is well positioned with sound strategy, solid risk management and effective governance. The Lead Independent Director role is well defined, with responsibilities consistent with best practice. Mr. Policinski serves in this role, having been elected to serve a one-year term in May 2020, his fifth consecutive year in this role. The Board believes that Mr. Policinski provides consistent leadership and thoughtful planning and continuity, particularly during management, director and industry changes.
The key responsibilities of our Lead Independent Director, per our Guidelines of Corporate Governance, are as follows:
Key
Responsibilities
of Lead
Independent
Director
Presides at all meetings of the Board at which the Chairman is not present and at all Board executive sessions of the independent directors.
Maintains regular communications with the independent directors, including an annual evaluation process.
Serves as a liaison between the Chairman and the independent directors.
Approves the agenda, materials provided to the directors and the meeting schedules.
Calls meetings of the independent directors, as necessary.
Consults and communicates with major shareholders, if requested.
Develops and maintains a process for CEO and Board succession planning with the GCN Committee.
The final piece of this governance structure is the independent directors. The Board currently includes 14 independent directors. Our directors are effective leaders, comfortable with their roles representing shareholders and maintaining objectivity in the Board’s deliberations. They conduct business via a sound committee structure that governs risk management and mitigation as assigned by the Board and reports back to the Board through an efficient and effective process.
The Board believes that this structure ensures that directors receive the information, industry insights and direction needed to form successful strategies while maintaining the independence necessary to ensure effective governance and oversight. Our business is unique in that it is price-regulated, operates under a complex set of federal, state and local regulations and is undergoing significant transformation. Working with the Lead Independent Director, the Chairman can lead the development of strategy, providing information and insight on the Company’s opportunities, challenges and performance.


  
ESSENTIAL
PROXY STATEMENT 2021
9

Corporate Governance
Risk Oversight
A key accountability of the Board is the oversight of material risk, and our Board employs a strong process for doing so. As outlined below, management and each Board committee have responsibilities for overseeing the identification and mitigation of key risks and reporting their assessments, activities and initiatives to the full Board.
Management identifies and analyzes risks to determine materiality and other attributes such as timing, probability and controllability. Management broadly considers our business, the utility industry, business and policy trends, the domestic and global economies and the environment to determine enterprise risks and actions to mitigate them, and employs a robust program to identify, assess, manage and mitigate compliance risks.
Key Components of Management’s Oversight and Mitigation of Risk
Identify and analyze materiality of risks through:
Formal key risk assessment
Financial disclosure process
Hazard risk management process
Internal auditing and compliance with financial and operational controls
Business planning process
Development of strategic goals and key performance indicators (“KPIs”)
Provide regular presentations to the Board regarding risk assessment and mitigation, including:
Comprehensive risk overview
Legal and regulatory risks
Operating risks
Financial risks
Compliance risks
Environmental risks
Manage and mitigate risks through use of management structures and groups, including:
Management councils
Management risk committees
Advice from internal corporate areas
Employ a robust compliance program for the mitigation of risk, including:
Adherence to our Code of Conduct and other compliance policies
Operation of formal risk management structures and groups
Focused management to mitigate the risks inherent in the implementation of our strategy
The Board approaches risk oversight and mitigation as an integral and continuous part of its governance of the Company as depicted below:

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10


Corporate Governance
The Audit Committee is responsible for reviewing the adequacy of risk oversight and affirming that appropriate oversight occurs. Current risk assignments are as follows:
 
Board of Directors
 
Overall identification, management and mitigation of risk, with a focus on strategic risks
 

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Audit Committee
Financial reporting and internal control risks
Risk management policies and guidelines
Compliance risk assessment and mitigation
Litigation risks
Finance Committee
Financial risks, including liquidity, credit, capital market and insurance risks
GCN Committee
Executive compensation-related risks
Political activity risks
Board and management succession risks
ONES Committee
Operating risks, including safety, nuclear, environmental, carbon, electric and natural gas operations, cybersecurity and physical security and wildfire risks
This tiered and structured approach provides a comprehensive risk-management framework designed to protect shareholder interests. For example, given its emergence as a threat, the Board employs comprehensive oversight of the risks associated with cybersecurity and the physical security of our assets, with the topic addressed once at the Board level, as well as at the Operations, Nuclear, Environmental and Safety ("ONES") and Audit Committees throughout the year. While the ONES Committee has primary committee responsibility for this topic due to the operational issues involved, the Board has determined that the topic is of sufficient importance to warrant this comprehensive oversight approach. Likewise, given the importance of employee and public safety in our industry, the Board is regularly briefed on our approach to safety. Augmenting such oversight efforts, the Board conducts annual drills to practice its response in a possible emergency situation to ensure it is well prepared and positioned to perform in a possible crisis.
The Board also employs a process of ensuring compliance practices are sound, a particularly important topic given our highly regulated business. Management performs a regular compliance risk assessment as a companion to the enterprise risk assessment, providing a focused overview of the unique areas of compliance risk the Company faces. The Audit Committee is apprised of compliance risks via regular briefings and written updates to ensure these risks are appropriately managed and mitigated.

  
ESSENTIAL
PROXY STATEMENT 2021
11

Corporate Governance
Board Committees
Structures
As noted, the Board employs a committee structure to assist in conducting its work and regularly refreshes that work in light of risk assessments. By assigning responsibilities to committees with particular expertise and focus, the Board can ensure it fulfills its duties in an efficient and effective manner.
Our Board has established the following committees: Audit, Finance, GCN and ONES. The committees are made up exclusively of independent directors, with members of the Audit Committee and GCN Committee meeting additional independence criteria. Each committee operates under a written charter that clearly defines its responsibilities, which is regularly reviewed and approved at both the committee and Board levels. Committees have the authority to engage outside experts, advisors and counsel to assist in their duties, as needed. In addition, each committee undertakes a regular evaluation process and members participate in training on relevant topics to ensure the committee functions well and directors are well educated on issues. The committee chairs report committee activities and actions to the full Board at the Board meeting following the committee meeting. Each committee has a scheduled executive session which is held after each committee meeting. For topics having broad implications for Xcel Energy, the full Board may hear or act on any issue, and committees may provide updates to the full Board for its information and consideration. Likewise, a committee may delegate all or a portion of its responsibilities to a subcommittee, as appropriate. This flexibility can be employed as appropriate to ensure risks are effectively overseen and managed. Additional information regarding these governance practices is provided under "Board Practices" below.
The table below details the committee membership as of March 22, 2021.
Name
Audit Committee(1)(2)
Finance Committee(3)
GCN Committee(2)
ONES Committee(3)
Lynn Casey
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Netha Johnson
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Patricia Kampling
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George Kehl
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Richard O’Brien
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David Owens
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Charles Pardee
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Christopher Policinski
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James Prokopanko
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James Sheppard
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David Westerlund
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Kim Williams
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Timothy Wolf
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Daniel Yohannes
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Meetings in 20206544
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Financial Expert
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Committee Chair
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Committee Member
(1) All members are financially literate and no member serves on the audit committee of more than three public boards
(2) All members meet the Nasdaq and SEC standards for independence
(3) All members meet the Nasdaq standards for independence
Meeting Attendance
During 2020 the Board met six times, and the independent directors met in executive session without management present on all six occasions. The average attendance for all directors at Board and committee meetings was approximately 99%, with 14 of our directors attending 100% of Board and applicable committee meetings. Each director also attended a half-day strategy session and related executive session. We do not have a formal policy but encourage our directors to attend the annual meeting of shareholders. All of the then-serving directors attended the 2020 Annual Meeting.
12


Corporate Governance
Committee Responsibilities
Audit Committee
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GCN Committee
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Oversees the financial reporting process, including the integrity of our financial statements, compliance with legal and regulatory requirements and our Code of Conduct and the independence and performance of internal and external auditors.
Reviews the annual audited financial statements and quarterly financial information with management and the independent registered public accounting firm.
Appoints our independent registered public accounting firm.
Reviews with management the Company’s major financial risk exposures and the steps management has taken to monitor and control the exposures, including the Company’s risk assessment and risk management guidelines and policies.
Reviews the compliance risks and implementation and effectiveness of our compliance and business conduct program.
Reviews the scope and the planning of the annual audit with both the internal auditors and the independent registered public accounting firm.
Reviews the findings and recommendations of both the internal auditors and the independent registered public accounting firm and management’s response to those recommendations.
Prepares the report of the Audit Committee included in this proxy statement.
Determines Board organization, selection of director nominees and recommendations regarding director compensation.
Recommends Lead Independent Director and Board committee memberships.
Develops effective CEO and Board succession plans.
Evaluates performance of the CEO.
Approves executive officer compensation, including incentives and other benefits.
Oversees compensation and governance-related risks.
Establishes corporate governance principles and procedures.
Oversees the Company’s Code of Conduct policy.
Reviews the Company’s political contributions policy, lobbying expenditures, contributions and key lobbying activity.
Oversees activities and reporting of ESG matters, including oversight of diversity, equity and inclusion.
Reviews the Company’s workforce strategy and risks and the process for management development and long-range planning.
Reviews proxy disclosures regarding directors’ and executive officers’ compensation and benefits.
Prepares the Report of the Compensation Committee included in this proxy statement.
Finance Committee
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ONES Committee
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Oversees corporate capital structure and budgets and recommends approval of major capital projects.
Oversees financial plans and key financial risks.
Oversees dividend policies and makes recommendations as to dividends.
Oversees insurance coverage and banking relationships.
Reviews investment objectives of our nuclear decommissioning trust and trusts for our employee benefit plans.
Oversees investor relations.
Reviews and recommends lines of new business.
Oversees nuclear strategy, operations and performance, including the review of the results of reports and major inspections and evaluations.
Oversees the operating issues and performance of the Company’s significant electric and natural gas operations.
Reviews environmental strategy, compliance, performance issues and initiatives.
Reviews material risks relating to our nuclear operations and environmental and safety performance, as well as risks, performance and compliance with operations measures of our electric and natural gas systems.
Oversees physical and cybersecurity risks related to plants and operations.
Reviews safety performance, strategy and initiatives.
Periodically tours facilities and conducts meetings at key Company locations, including nuclear plants.
Oversees enterprise-wide operational risks and performance.

  
ESSENTIAL
PROXY STATEMENT 2021
13

Corporate Governance
Board Practices
Coordinating Officer
Each committee is supported by a senior member of management who works directly with the committee chair in setting agendas, providing supporting materials, ensuring charter requirements are fulfilled and communicating with committee members. This function provides another avenue for directors to have meaningful exchange with members of management to gain a deeper understanding of the issues impacting the business and the effectiveness and impact of strategic initiatives and risk mitigation efforts. The effectiveness of the coordinating officer role is evaluated as part of the annual evaluation process.
Evaluations
The Board and committees conduct the annual evaluation process set forth below to assess the effectiveness of their processes, identify issues or topics for further exploration and provide feedback on the quality and timeliness of information from management, among other things.
 
Board and Committee Evaluation Process
Written Surveys
Each director completes an evaluation on the operation of the Board and committees on which the director serves.
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Interviews
The Lead Independent Director interviews each board member to solicit additional feedback.
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Board Discussion
Results of the Board and committee assessments are provided to the directors and discussed at Board and committee meetings.
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Feedback Incorporated
Input and feedback from the evaluation process are incorporated into Board practices.
Regular assessments provide valuable information to support continual improvement in Board and committee governance practices and ensures management is meeting the expectations of Board members. The Board believes the annual evaluation process is an important component of sound governance and is helpful in driving continued improvement in the overall effectiveness of Board and committee oversight.
Training
Committees are regularly apprised of new and emerging requirements and trends facing the industry. Each committee conducts training on topics relevant to its responsibilities, and committees regularly seek input to prioritize training topics. In addition, the ONES Committee participates in site visits to gain understanding of our operations, including tours of our nuclear plants, and the full Board has toured certain facilities to gain even deeper understanding of various aspects of our business. Directors are also encouraged to participate in outside training on topics related to corporate governance and industry issues. In addition, under our Guidelines on Corporate Governance, each new director is expected to participate in a detailed orientation process and each sitting director is expected to participate in periodic continuing education.
We arrange for continuing education opportunities periodically for directors and facilitate their participation. During 2020, members of the Board attended outside trainings on topics such as emerging trends in audit issues and education on industry issues, and many directors have attended training from the Institute of Nuclear Power Operations, which addresses issues specific to oversight of nuclear operations.
Director Succession Planning
The Board employs robust practices to ensure strong continuity of skills and leadership over time through sound succession planning. The GCN Committee regularly develops and the Board regularly reviews succession plans for the CEO and other top leaders, as well as plans to develop and/or acquire talent in key positions of management. Likewise, the GCN Committee regularly reviews and identifies anticipated changes in Board make-up given director tenure and age requirements and needed skills for appointment of new directors to the Board. The GCN Committee also considers and develops paths both for Board leadership positions, such as committee chairs and the independent lead director, and ensuring diversity of experience, gender and race. The Board has been successful in identifying, recruiting and recommending diverse candidates who complement current director skills and attributes and bringing on new directors with unique skills that are important to our business. The Board plans to continue to develop and execute plans to ensure sound governance, strong leadership and business continuity through effective succession planning. In performing its responsibilities for identifying, recruiting and recommending candidates to the Board, the GCN Committee is committed to including qualified candidates who reflect diverse backgrounds, including gender and race. If the Board is unable to identify, recruit and recommend such candidates to the Board, the GCN Committee is committed to including in each third-party search qualified candidates who reflect such diverse backgrounds.

14


Corporate Governance
Process for Identification and Review of Director Candidates
Independent Directors
Shareholders
Independent
Search Firms
Management
Candidate Pool
In-Depth Review
Screen Qualifications
Consider Diversity
Review Independence and Potential Conflicts
Meet with Directors
Consider Skills Matrix
Recommend Selected Candidates for Appointment to our Board
8 New Candidates between 2017-2021
Strategy Session
The Board annually conducts a strategy session to consider new and emerging industry trends, consult with outside experts and assess current strategies and key initiatives to ensure the Company is well positioned for the future. This session offers the opportunity for a fluid exchange of information and ideas, helping to refine the current approach, identify new opportunities and risks and establish key objectives to be monitored throughout the year as the strategies are executed. Agendas for future Board meetings are set in consideration of these objectives.
Key Performance Indicators and Scorecard Development
The GCN Committee reviews and approves KPIs and our internal corporate scorecard annually to ensure our goals are appropriately aligned with corporate priorities. The annual refinement of KPIs establishes the long-term oversight of operational goals that promote the best interests of our shareholders, customers and employees.

Shareholder Engagement and Investor Outreach
We believe that regular, transparent communication with our shareholders and other stakeholders is essential to our long-term success. We have continued our practice of engaging with shareholders throughout the year on a range of topics. Presentations at financial conferences, meetings with analysts and investment firms, regular outreach on governance topics and responding to inquiries are examples of the activities we employ to engage our shareholders. During 2020, our governance outreach to our largest shareholders represented more than 50% of outstanding shares. We participated in 25 sell-side/industry conferences or non-deal road shows and held over 200 individual and group meetings with approximately 490 institutional investors, representing nearly 65% of shares held by active managers. We voluntarily disclosed our performance and metrics in the ESG Report based on the Edison Electric Institute and American Gas Association templates and published our Corporate Responsibility Report. Both are available on our website at www.xcelenergy.com. The Board receives regular updates on such efforts. We also engaged in discussions with investors with specific ESG interests in response to inquiries, and shared information on our performance and plans. The Board offers channels for shareholders to contact it with any inquiry or issue and responds as appropriate.
Communications with the Board
The Board welcomes your input. You may communicate with the Board in two ways: (1) you may send correspondence to the attention of our Corporate Secretary at Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota 55401 or (2) you may contact the Board directly via email at BoardofDirectors@xcelenergy.com. These emails are sent automatically to an independent director designated to receive such communications. The email is simultaneously sent to the Corporate Secretary’s office, who may act as agent for the Board and coordinate the response. If the receiving director requests the Company to respond on behalf of the directors, a copy of the Company-prepared response is provided to the receiving director. If the receiving director does not request a response, the agent acting for the receiving director will provide a summary of the actions taken. The Board reserves the option to review and change this policy due to the nature and volume of the correspondence.

  
ESSENTIAL
PROXY STATEMENT 2021
15

Corporate Governance
Determining Executive Officer and Director Compensation
The GCN Committee has broad authority to develop and implement compensation policies and programs for executive officers and directors. The GCN Committee may retain independent, external compensation consultants to assist in this effort and may change consultants at any time during the year if it determines that a change would be in the best interests of the Company and our shareholders.
To assist in setting 2020 compensation, the GCN Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its independent, executive compensation consultant. Meridian is an independent consulting firm delivering advisory services to compensation committees and does not perform any assignments for the Company other than providing executive and director compensation services for the GCN Committee.
Several internal controls exist to ensure the independent judgment of Meridian:
Meridian reports directly to the GCN Committee and not to management.
Meridian routinely participates in executive sessions of the GCN Committee without members of management present.
The GCN Committee has the exclusive authority to hire, retain and set the compensation for its executive compensation consultant and advisors.
The GCN Committee assessed Meridian’s independence pursuant to Nasdaq and SEC rules and concluded that no conflict of interest exists that prevents it from independently advising the GCN Committee. In its oversight of our 2020 executive compensation program, the GCN Committee worked with Meridian and the CEO and the Executive Vice President, Chief Human Resources Officer. The GCN Committee received additional support from the Vice President, Corporate Secretary and the Executive Vice President, General Counsel. In 2020, the CEO and other officers provided recommendations with respect to:
The corporate performance objectives and goals, on which awards of both annual and long-term incentive compensation are based.
Attracting, retaining and motivating executive officers.
Information regarding financial performance, budgets and forecasts as they pertain to executive compensation.
Market information regarding compensation levels, practices and trends.
Additional information regarding the determination of executive compensation is included in the Compensation Discussion and Analysis (“CD&A”) beginning on page 36. Information about our director compensation practices is provided on page 64.
16


Corporate Governance
Board Planning and Composition
We believe that the most effective oversight comes from a Board of Directors that represents a diverse range of experience and perspectives that provide the collective skills, qualifications and attributes necessary to provide sound governance. We also believe it is important for the Board to work well as a whole, with members bringing their experience to the table and dialoguing freely with each other and with management to create an environment that results in well-functioning oversight. The GCN Committee regularly reviews with the Board the experience and attributes desired for effective governance in our changing industry and evaluates the current Board make-up in light of these criteria.
Experience and Attributes of the Director Nominees
The Board has identified key skills, expertise and attributes that are important for effective governance of Xcel Energy. Each director brings to us a wealth of experience that combines to varying degrees many or all of these skills, but some have more in-depth experience in a particular area than others. Consistent with the goal of ensuring a comprehensive mix of skills and expertise are represented at the Board table, below we capture how the director nominees contribute to both the general skills mix (organized by key attribute), as well as the specialized expertise relevant to that attribute. In making this assessment, we considered the experience each director has from work, education, board service on other public companies and engagement in community, civic and business organizations. The information below relates to the slate of directors up for election.
Leadership & Strategy
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100%
Directors with
leadership experience
   
Directors who hold or have held significant leadership positions provide the Company with valuable insights. These people generally possess strong leadership qualities as well as the ability to identify and develop those qualities in others. They demonstrate a practical understanding of strategy development and corporate governance, know how to create growth and value and prioritize creating a strong corporate culture.
Each of our directors brings leadership and strategy experience to the Board. Specialized expertise includes:
Fortune 500 Company CEO Experience
(Fowke, O’Brien, Policinski, Prokopanko)
Legal, Governance and Policy Expertise
(Fowke, Frenzel, Kampling, Kehl, O’Brien, Prokopanko, Westerlund, Williams, Yohannes)
Human Resource Management and Executive Compensation Experience
(Casey, Fowke, Kampling, O’Brien, Policinski, Prokopanko, Westerlund, Williams)
Independence
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86%
Directors are independent
   
Director independence is a critical requirement for sound governance. We seek directors who bring a variety of skills, expertise and experience to the board, including diversity of gender and race.
All director nominees, except for Messrs. Fowke and Frenzel, are independent.
Risk Management
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100%
Directors with risk
management experience
   
Effectively managing risk in a rapidly changing environment is critical to our success. Directors should have a sound understanding of the most significant risks facing the Company and the experience needed to provide effective oversight of risk management processes.
All director nominees have experience in identifying and executing processes to mitigate risk.


  
ESSENTIAL
PROXY STATEMENT 2021
17

Corporate Governance
Finance
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86%
Directors with
financial experience
Accurate financial reporting and auditing are critical to our success, and so we seek to have a number of directors who qualify as audit committee financial experts. Given the highly capital intensive nature of our business, we also seek directors who have experience overseeing large capital projects and complex financings.
Directors Fowke, Frenzel, Johnson, Kampling, Kehl, O’Brien, Pardee, Policinski, Prokopanko, Williams, Wolf and Yohannes bring this expertise to our Board. Specialized expertise includes:
Audit Committee Financial Expert
(Kehl, O’Brien, Wolf)
Investment Oversight Expertise
(Fowke, Frenzel, Johnson, Kampling, Kehl, O’Brien, Pardee, Policinski, Prokopanko, Williams, Wolf, Yohannes)
Chief Financial Officer Experience
(Fowke, Frenzel, Kampling, O’Brien, Wolf)
 
Regulated Industry
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71%
Directors with regulated
industry experience
Our industry is heavily regulated and directly affected by government actions. Our operations are complex, and addressing rapidly changing industry issues has strategic implications. As such, we seek directors with experience working closely with government agencies, working in highly regulated businesses or with experience in industries that require extensive permitting and community engagement to conduct business.
Directors Fowke, Frenzel, Kampling, Kehl, O’Brien, Pardee, Policinski, Prokopanko, Williams and Yohannes have experience with companies where all or part of the business is highly regulated. Specific expertise includes:
Utility and Energy Sector Experience
(Fowke, Frenzel, Kampling, O’Brien, Pardee, Yohannes)
Nuclear Leadership and Expertise
(Frenzel, Pardee)
Government Experience
(Yohannes)
 
Environmental
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79%
Directors with
environmental experience
The production of energy has environmental impacts, and how we address rapidly evolving environmental regulation is critical to our business. Directors with experience in addressing complex environmental regulations or siting major facilities bring valuable expertise to our Board.
Directors Fowke, Frenzel, Johnson, Kampling, O’Brien, Pardee, Policinski, Prokopanko, Westerlund, Williams and Yohannes have experience in environmental regulation or project siting.
 
Customer & Community
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100%
Directors with customer
and community
engagement
Given the essential service we provide, understanding the needs and interests of stakeholders is critical. Directors with experience in customer-facing industries bring valuable expertise as we prepare for a more competitive energy market. Likewise, a keen understanding of community issues and interests is important, as our success is tied to the success of the communities we serve.
Each of our directors brings experience in this area, ranging from extensive community involvement through non-profit, business and civic organizations, to specific expertise in consumer products industries. Specific experience includes:
Non-Profit Board Governance
(All director nominees)
Consumer-Facing Business Experience
(Casey, Fowke, Frenzel, Johnson, Kampling, Policinski, Westerlund, Wolf)

18


Corporate Governance

In addition to experience and expertise, the GCN Committee and the Board consider several additional factors when assessing Board composition and director nominees:
Independence
Diversity
Tenure and Board Refreshment
Regular assessments of regulatory requirements, including potential competitive restrictions and interlocks
Other positions and directorships held are considered
Independence is the foundation of good governance
The Board reviews independence annually, when candidates are evaluated, and upon position changes for an existing director
Diversity of backgrounds, experience and thought is important in ensuring effective risk oversight
Ethnicity, gender, age, disability, veteran status, sexual orientation, race, national origin, color, religion, creed, geographic representation, education and personality are considered
Embracing diversity is a cornerstone of our corporate culture
Our Guidelines on Corporate Governance identify diversity as an important consideration when seeking candidates for the Board
Diversity in tenure creates a good mix of perspectives
Emerging business needs and desired skills are considered when evaluating potential Board candidates
Longer-tenured directors bring a deep understanding of the Company
Newer members bring fresh perspectives or expertise related to emerging issues
It is critical for the Company and shareholders to have a well-rounded, diverse Board that functions well as a whole. In evaluating director nominees, the GCN Committee considers experience in the areas identified above and expects director nominees to have proven leadership skills, sound judgment, integrity and a commitment to the success of the Company. In addition, for incumbent directors, the GCN Committee considers attendance, past performance on the Board and contributions to the Board and applicable committees.
Director Independence
Each of our directors and director nominees, other than Messrs. Fowke and Frenzel, are independent. The Board has satisfied, and expects to continue to satisfy, its objective to have no more than two directors who are not independent serving on the Board at any time.
The Board determines director independence under the standards established by Nasdaq, which we have adopted with a four-year look back. In addition, a director who is an employee or representative of a significant supplier of any Xcel Energy business unit or legal entity will not be “independent” unless the relationship was entered into with the supplier as a result of competitive purchasing practices. When evaluating director independence, the Board has determined that the receipt of regulated electric and gas service from the Company does not constitute a material relationship. The Board reviews ordinary course of business transactions in which directors have an interest as part of the Board’s annual independence review.
Demographic Background
Our directors and director nominees represent a diverse range of experience and backgrounds, and come together to govern Xcel Energy as an effective whole. The GCN Committee has focused on recruiting and recommending diverse candidates to complement current director demographics.
CaseyFowkeFrenzel*JohnsonKamplingKehlO'BrienOwens**PardeePolicinskiProkopankoSheppard**WesterlundWilliamsWolfYohannes
African American
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Asian/Pacific Islander
White/Caucasian
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Hispanic/Latino
Native American
Male
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 image_330.jpg 
 image_330.jpg 
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 image_330.jpg 
 image_330.jpg 
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 image_330.jpg 
 image_330.jpg 
 image_330.jpg 
Female
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Age65625050616267726162677270656768
Tenure211n/a1<1183<1115101411144
*Standing for initial election at the annual meeting **Not standing for re-election at the annual meeting
  
ESSENTIAL
PROXY STATEMENT 2021
19

Corporate Governance
Director Tenure and Board Refreshment
The Board believes that diversity in tenure creates a good mix of perspectives with longer-tenured directors bringing a deep understanding of the Company while new members bring a fresh perspective and expertise helpful to keeping abreast of a changing industry.
As of the date of this proxy statement, the Board consists of 15 directors, whose tenure is shown in the graphic to the right. If all directors standing for election at the annual meeting are elected, the average director tenure will decrease to 6.4 years and the number of directors included in the "5 to 10 years" category will decrease to two.
To facilitate board refreshment, we have term limits for directors as well as a mandatory retirement age policy. Our directors may not serve on the Board for more than 15 years, and we require our directors to retire on the day of the annual meeting of shareholders after turning age 72. Messrs. Owens and Sheppard will be 72 years old by the date of the annual meeting so will not be standing for reelection in accordance with our mandatory retirement policy.
Over the past five years, the Board has recommended eight new directors and five directors have left the Board.
7 Years
Average Director Tenure
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AdditionsDepartures
2021*2020201820172021**20202017
Robert FrenzelNetha JohnsonLynn CaseyDavid OwensDavid OwensRichard DavisGail Boudreaux
Patricia KamplingDaniel YohannesJames Sheppard
A. Patricia Sampson
George Kehl
Charles Pardee
*Standing for initial election at the annual meeting **Not standing for re-election at the annual meeting
Shareholder Recommendation of Directors
Any shareholder may recommend potential nominees to the GCN Committee for consideration for membership on the Board. Recommendations can be made by sending a written statement of the qualifications of the recommended individual to the Corporate Secretary, Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota 55401. Such recommendations should be received by October 1, 2021 to be considered for the 2022 Annual Meeting. The GCN Committee will evaluate candidates recommended by shareholders on the same basis as it evaluates other candidates. No shareholder recommendations were received in connection with the 2021 Annual Meeting of Shareholders.
20


Corporate Governance
Corporate Responsibility and ESG Oversight
Corporate responsibility is embedded throughout our organization and integrated into our governance processes. With strong leadership from our Board and executive management team, along with engaged leaders and business units across the Company, we are able to effectively manage risks and opportunities and drive strong performance across a spectrum of corporate responsibility issues. Through our strategic planning process, the Board and executive leadership team identified three strategic priorities – lead the clean energy transition, keep bills low and enhance the customer experience – that represent the keys to our continued success in achieving our vision to be the preferred and trusted provider of the energy our customers need. Strong alignment exists between our strategic priorities and our corporate responsibility.
Our most recent Corporate Responsibility Report, published in May 2020, marks the 15th year we have published the report. Our report covers a variety of ESG issues and is built on 24 issues that we have identified as important to our stakeholders and Company. A copy of our most recent Corporate Responsibility Report is available on our website at www.xcelenergy.com.
The Chairman and CEO leads all aspects of our ESG efforts and governance. The Senior Vice President, Strategy, Planning and External Affairs serves the role of a Chief Sustainability Officer, working with multiple teams across the business areas as described below. The Chief Sustainability Officer reports to the Chairman and CEO and is responsible for ESG-related policy, strategy, governance and reporting, including the management of climate-related risks, and regular ESG discussions with the Board. The GCN Committee has primary board committee responsibility for ESG related issues and risks. It oversees activities and reporting of ESG matters, along with oversight of executive compensation and key policies such as the Code of Conduct and the Political Contributions, Lobbying and Government Communications policy ("Political Contributions Policy"). Annually, the GCN Committee reviews our DEI strategy. The ONES Committee oversees all operational aspects including our environmental strategy and performance, safety and operational performance, customer service and excellence in delivering electricity and natural gas service to customers. This includes oversight of operational risks and opportunities, including those related to climate, physical security, cybersecurity and public safety. The key aspects of how we manage ESG responsibilities are described below.
      Board Oversight
   
While the GCN Committee is the primary committee responsible for ESG overall, board committees also have responsibilities that relate to
and impact specific ESG performance areas.
Audit Committee: oversees corporate compliance related to ethics and business conduct
Finance Committee: oversees our clean energy investments, investor relations and financial health
GCN Committee: oversees workforce development and compensation, DEI strategy, executive compensation, the Code of Conduct and the Political Contributions Policy
ONES Committee: oversees employee and public safety, environmental performance and strategy, generation and utility operations, including reliability, affordability, physical security and cybersecurity
The full board considers and addresses key issues, including those related to ESG matters. In addition, it conducts a strategy session to consider new and emerging trends, consult with outside experts and assess current strategies and initiatives.
 

Executive Oversight and Management
   
The executive team plans and executes on strategies designed to achieve our priorities, including ESG responsibilities and initiatives.
The executive team is responsible for the execution of the strategic direction of the company and sets key initiatives, including growth plans, the clean energy strategy and other ESG efforts. It considers evolving customer trends and preferences, industry and technology needs affecting our business, developments in the external landscape and policy considerations
Strategies and key initiatives are crafted and executed to strike a balance among reliability, affordability and environmental impact
Our executive incentive compensation is tied directly to company performance, specifically reliability, customer satisfaction, public and employee safety, achievement of carbon emission reduction goals and financial performance
 
  
ESSENTIAL
PROXY STATEMENT 2021
21

Corporate Governance

      Business Area Management
   
While the entire organization supports ESG efforts, specific issues are directly tied to individual areas to manage. We use performance management techniques and compensation design to align employees around successful execution of our goals and efforts.
Strategy, Planning and External Affairs: ESG strategy, governance and reporting, leading the clean energy transition, energy policy and resource and strategic planning
Risk, Audit and Compliance Office: risk management, ethics and compliance
General Counsel: corporate governance, disclosure and regulatory efforts that support our goals
Generation: power production and environmental performance and regulatory efforts that support the clean energy transition
Operations: customer electricity and natural gas service, including safety, affordability and reliability
Customer and Innovation Office: energy efficiency, customer programs and satisfaction, continuous improvement, economic development, security and emerging technology
Human Resources: workforce strategy and development, DEI strategy, labor practices, public and employee safety, the Xcel Energy Foundation and employee engagement programs
Financial Operations: capital project governance, compliance, budget and cost management, investor relations and disclosure
 

      Operating Companies
   
Our operating companies execute on our corporate strategy and implement plans that fulfill our ESG responsibilities.
Operating company staff engage with local stakeholders to help ensure mutual priorities and goals are addressed, including on energy policy issues, such as climate change, environmental policy and sustainability strategy
Community giving and volunteer programs are implemented with local nonprofit organizations
Regulatory and resource plans are proposed for serving customers and meeting their future energy needs, including maintaining affordability and achieving clean energy and other stakeholder priorities
 
Political Contributions, Lobbying and Government Communications Disclosure
We believe interaction with legislative and policy-making environments is important to our business and is a part of responsible corporate citizenship. Xcel Energy works with federal, state and local officials on political activities important to our Company, employees, customers and shareholders. We may provide financial support to political candidates, committees and other political organizations by making corporate contributions when it is legally permissible to do so. Political activity by the Company is done to promote the interests of the Company and we seek to have interactions that are clear, transparent and in full compliance with all laws, regulations and Company policies.
The Board plays an important role in providing oversight of our public policy engagement and political participation with respect to significant policy issues that could impact the reputation of the electric and gas utility industry and Xcel Energy. The GCN Committee annually reviews our Political Contributions Policy, lobbying expenditures, contributions and key lobbying activities. We updated our policy in 2020 to require advanced approval by our Executive Vice President, General Counsel and President and Chief Operating Officer for all political contributions above $25,000, including contributions to 501(c)(4) organizations. The Political Contributions Policy and our corporate contributions to a candidate campaign, ballot measure and entities organized under Section 527 of the Internal Revenue Code are disclosed on our website at www.xcelenergy.com.



22


Corporate Governance
Human Capital Management
Xcel Energy employees are the driving force behind our Company’s success. Our workforce strategy is designed to put the best talent in place and create a culture that motivates and inspires employees to lead the way in achieving our clean energy goals and delivering an exceptional customer experience. By partnering with educational and community organizations, we fill our talent pipeline with diverse employees who reflect the communities we serve and embrace our values: Trustworthy, Safe, Connected and Committed. Our strategic, data-driven approach to workforce and succession planning, combined with modernized best practices in learning and development, ensure our enterprise will continue to have the skills and capabilities required to meet the evolving needs of our business, customers and communities.
To attract and retain high quality talent, we meet the interests of both our organization and workforce with pay-for-performance compensation, holistic well-being benefits, recognition programs and a high-impact performance management system that emphasizes ongoing coaching conversations between leaders and team members. Continuously elevating the quality and safety of the workplace is a top priority. Through our Safety Always approach, we are considered a benchmark company where employees are encouraged to share experiences and learn from events to help protect themselves and their coworkers.
Diversity, Equity and Inclusion and Human Rights
We aim to create an inclusive work culture where employees are treated equitably, and diversity is not only accepted but celebrated. Our CEO and senior executives lead by example, fostering an open and accepting work environment through their communications and interactions, which include holding crucial conversations on race relations. We provide enterprise-wide learnings such as microinequities and unconscious bias training, and we sponsor 10 business resource groups to support employee interests and assist the organization in solving challenges and achieving goals. However, our commitment goes beyond programs and policies and practices — we strive for diversity, equity and inclusion to be an integral part of who we are, how we operate and how we see our future. We are committed to progress and will measure the progress through corporate scorecard metrics that include, among other things, employee feedback in our engagement survey Inclusion Index.
In 2020, Xcel Energy received the following recognitions:
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In our Human Rights Position statement, we have publicly confirmed our commitment to the advancement and protection of human rights throughout our operations, consistent with all U.S. human rights laws and the general principles set forth in the International Labour Organization Conventions, including freedom of association and the right to collective bargaining for employees such as the almost half of our workforce represented by local unions. Xcel Energy does not tolerate discrimination, violations of our Code of Conduct or Human Rights Position or other unacceptable behaviors. We offer employees multiple avenues to raise concerns or report wrong-doing and do not permit any retaliation for doing so.
Oversight and Governance
The Board is actively engaged in oversight of human capital management. The GCN Committee annually reviews our workforce strategy, including our DEI initiatives and management's annual incentive plan. KPIs include employee safety metrics and DEI goals were added for 2021. The annual employee engagement survey results are shared with the GCN Committee. The GCN Committee is also responsible for the development of CEO and executive officer succession plans, to ensure a strong, diverse pipeline of future leaders.
Our workforce demographics as of December 2020 were as follows.
RepresentationFemaleEthnically Diverse
Board of Directors20%20%
CEO direct reports38%13%
Management22%10%
Employees23%16%
New hires33%22%
Interns (hired throughout 2020)
33%28%
  
ESSENTIAL
PROXY STATEMENT 2021
23

Corporate Governance
Governing Documents and Proxy Access
The following materials relating to our corporate governance can be found on our website at www.xcelenergy.com under “Company — Investor Relations — Governance Documents” and are also available free of charge to shareholders who request them.
Guidelines on Corporate Governance
Amended and Restated Articles of Incorporation
Bylaws
Code of Conduct
Political Contributions Policy
Audit Committee Charter
Finance Committee Charter
Governance, Compensation and Nominating Committee Charter
Operations, Nuclear, Environmental and Safety Committee Charter
Shareholders may request our governing documents by writing our offices at: Corporate Secretary, Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota 55401. We publish any amendments to the Code of Conduct and waivers of the Code of Conduct for our executive officers or directors on our website.
Proxy Access
In February 2016, we amended our bylaws to permit any shareholder (or group of no more than 20 shareholders) owning 3% or more of our common stock continuously for at least three years to nominate up to an aggregated limit of two candidates or 20% of our Board (whichever is greater) for inclusion in our proxy statement. Notice of such nominees for the 2022 Annual Meeting must be received no earlier than November 7, 2021 and no later than close of business on December 7, 2021. Notice should be addressed to the Corporate Secretary, Xcel Energy Inc., 414 Nicollet Mall, Minneapolis, Minnesota 55401. Requirements for such nominations and nominees are detailed in our bylaws, which are available on our website at www.xcelenergy.com, under “Company — Investor Relations — Governance Documents."
24



 
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Serving shareholders well is a key priority for the Board. We believe a well-qualified and diverse mix of directors best positions the Board to effectively govern and achieve strong results. Demonstrated leadership, judgment and expertise, combined with diversity, integrity and experience, are some of the important characteristics for Board members. Such characteristics are evaluated when considering director candidates.
We currently have 15 directors on our Board. Messrs. Owens and Sheppard will not be standing for reelection at the annual meeting in accordance with our mandatory retirement policy. Xcel Energy thanks both Messrs. Owens and Sheppard for their significant contributions and service to the Company since 2017 and 2011, respectively.
The Board has set the size of the Board at 14 as of the annual meeting, and 14 nominees have been recommended by the GCN Committee and nominated by the Board. Of the 14 nominees, 11 were elected by our shareholders at the 2020 Annual Meeting.
In the summer of 2020, the GCN Committee determined the Board would benefit from adding two new directors: Charles Pardee, who has expertise in nuclear energy operations and risk management, and Patricia Kampling, who has extensive utility-specific experience relating to finance, strategy, risk management and regulation. Mr. Pardee and Ms. Kampling were identified as potential candidates by management and members of the Board collaboratively. After reviewing Mr. Pardee’s and Ms. Kampling’s individual qualifications and individually interviewing them, the GCN Committee recommended them for election to the Board, and they began serving on the Board on June 24, 2020 and August 18, 2020, respectively.
Our Guidelines on Corporate Governance provide that no more than two inside directors will serve on the Board at any time. Typically, our CEO is the only member of our management team who serves on the Board. Occasionally, the Board may appoint a second management director to the Board to facilitate talent development among senior executives. Robert Frenzel, our President and Chief Operating Officer, was recommended by the GCN Committee and nominated by the Board to stand for election at the annual meeting.
We believe the slate of directors brings not only the right expertise and experience to the Board, but also the right attributes to ensure constructive and free exchange of ideas and opinions with each other and with management.
Each of the 14 director nominees has agreed to be named in this proxy statement and to serve if elected. Should any nominee become unable to serve for any reason, the persons named as proxies reserve full discretion to vote “FOR” any other persons who may be recommended by the GCN Committee and nominated by the Board, or the Board may reduce the number of nominees. If elected at the annual meeting, the nominees will hold office until the 2022 Annual Meeting of Shareholders and until their successors have been elected and qualified.
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The Board recommends a vote “FOR” the election to the Board of each of the following nominees.
  
ESSENTIAL
PROXY STATEMENT 2021
25

Proposal No. 1 Election of Directors
Nominees
Lynn Casey
Retired Chair and CEO, Padilla
     
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Director Qualifications and Experience
Ms. Casey has extensive executive experience in brand strategy and investor, corporate and media relations. She is nationally recognized as an industry leader in building and protecting brands. Ms. Casey brings valuable skills to the Board with her experience in creating and delivering high-impact communication strategies, her expertise in crisis communications and management and her strong commitment to the local community. Ms. Casey also serves as a director of several nonprofit organizations in the communities that we serve.
Business Experience
Chair, Padilla, a public relations and communications firm (August 2018 to December 2019)
Chair and CEO, Padilla (September 2013 to August 2018)
CEO, Padilla Speer Beardsley (2001 to September 2013)
Other Public Company Boards
None
Age 65
Director since 2018
Committees
Finance
ONES

Ben Fowke
Chairman of the Board and CEO, Xcel Energy Inc.
     
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Director Qualifications and Experience
With a long and distinguished career in the utility industry, Mr. Fowke provides the strategic focus and leadership needed to position the Company well for the future. Having served as the Company’s Chief Financial Officer, he has a strong background in finance, financial reporting and shareholder outreach. His extensive experience in environmental issues, operations and the energy business makes Mr. Fowke keenly familiar with the risks we face and provides unique insight into effective management of those risks to deliver strong results over the long term. In June 2020, Mr. Fowke was elected chairman of the board of the Edison Electric Institute, the national association of investor-owned electric companies. His tenure and involvement in the utility industry provides significant expertise on regulatory and policy issues that are central to our business, and he is active in representing and advocating for the industry on important national issues such as security and tax reform. With his service as a director of nonprofit institutions and utility industry organizations, he provides good understanding of not only the opportunities and challenges of our business, but also the customers and communities we serve.
Business Experience
Chairman of the Board and CEO, Xcel Energy Inc. (2011 to present)
President, Xcel Energy Inc. (2009 to 2020)
Chief Operating Officer, Xcel Energy Inc. (August 2009 to August 2011)
Various Executive Positions with Xcel Energy Inc. since 2002
Other Public Company Boards
None
Age 62
Director since 2009
Committees
None

26


Proposal No. 1 Election of Directors
Robert Frenzel President and Chief Operating Officer, Xcel Energy Inc.
     
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Director Qualifications and Experience
If elected, Mr. Frenzel would bring extensive experience and perspective to the Board in the areas of energy, operations, finance, corporate development and risk management. As our President and Chief Operating Officer, Mr. Frenzel leads Xcel Energy’s four utility operating companies as well as our transmission, distribution and natural gas operations. Having served as Chief Financial Officer of Xcel Energy and of Luminant, Mr. Frenzel has valuable knowledge of finance, tax, accounting and corporate development functions. He also has experience in banking and with financial transactions within the energy and power industry. Prior to starting his business career, Mr. Frenzel served in the United States Navy for six years as a nuclear engineering officer and weapons officer and was promoted to lieutenant commander in the Navy Reserve following active duty. He has also served as a director for various nonprofit organizations.
Business Experience
President and Chief Operating Officer, Xcel Energy Inc. (March 2020 to present)
Executive Vice President and Chief Financial Officer, Xcel Energy Inc. (May 2016 to March 2020)
Senior Vice President and Chief Financial Officer, Luminant, a wholly owned subsidiary of Energy Future Holdings Corporation ("EFH"), an electric utility company (February 2012 to April 2016)
Senior Vice President for Corporate Development, Strategy and Mergers and Acquisitions, EFH (February 2009 to February 2012)
Vice President, Investment Banking Division, Goldman Sachs (August 2002 to February 2009)
Other Public Company Boards
Patterson Companies, Inc. (Since 2018)

Age 50
Committees
None

Netha Johnson President, Bromine Specialties, Albemarle Corporation
     
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Director Qualifications and Experience
Mr. Johnson’s global operations leadership experience provides the Board with valuable business and strategic insight and executive leadership skill. His background in the specialty chemicals industry is relevant to our business, and his experience with the industry and electrical and renewable energy solutions provides valuable insight to our business as we work towards our carbon-free future. Prior to starting his business career, Mr. Johnson was an officer in the United States Navy. Mr. Johnson has served as a director on several nonprofit boards throughout his career.
Business Experience
President, Bromine Specialties, Albemarle Corporation, a global specialty chemicals company (August 2018 to present)
Vice President and General Manager, 3M Company, a multi-national industrial, worker safety, health care and consumer goods company (February 2015 to August 2018)
President, Filtration, Pentair, a global water treatment company (February 2010 to February 2015)
Other Public Company Boards
None
Age 50
Director since 2020
Committees
Finance
ONES

  
ESSENTIAL
PROXY STATEMENT 2021
27

Proposal No. 1 Election of Directors
Patricia Kampling Retired Chairman and Chief Executive Officer, Alliant Energy Corporation
     
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Director Qualifications and Experience
Ms. Kampling is the former Chairman and Chief Executive Officer of Alliant Energy Corporation. She has four decades of experience in the energy industry, having held leadership roles at Exelon Corporation and the former IPSCO Corporation prior to her tenure at Alliant. Ms. Kampling provides the Board with extensive utility-specific experience relating to finance, strategy, risk management and regulation. Ms. Kampling has also served on several nonprofit boards throughout her career and currently serves on the board of trustees of the Fidelity Equity and High Income Funds.
Business Experience
Chairman and Chief Executive Officer, Alliant Energy Corporation, a public utility holding company (2012 to 2019)
President and Chief Operating Officer, Alliant Energy Corporation (2011 to 2012)
Executive Vice President and Chief Financial Officer, Alliant Energy Corporation (2010 to 2011)
Other Public Company Boards
American Water Works Co Inc. (Since 2019)
Fidelity Equity and High Income Funds (Since 2020)
Briggs & Stratton Corp. (2011 to 2021)
Alliant Energy Corporation (2012 to 2019)
Age 61
Director since 2020
Committees
Finance
GCN
(

George Kehl Retired Office Managing Partner, KPMG LLP
     
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Director Qualifications and Experience
With 38 years of experience in a global public accounting firm, Mr. Kehl brings an extensive knowledge of financial accounting, auditing and internal control over financial reporting experience, which is valuable to our highly regulated company. He was an audit partner for 25 years at KPMG LLP serving mostly Fortune 500 companies and was the managing partner of the Minneapolis office from 2010 until his retirement in 2019. Mr. Kehl is a Certified Public Accountant in Minnesota and Florida. His experience provides the Board with valuable strategic business, leadership and financial expertise and he has been determined to be an audit committee financial expert by our Board. Mr. Kehl has served as a director of several non-profit companies in the communities we serve, providing valuable insights into our stakeholder base that is vital to our business.
Business Experience
Office Managing Partner, KPMG LLP, a global audit, tax and advisory firm (January 2010 to September 2019)
Audit Partner, KPMG LLP (July 1994 to September 2019)
Other Public Company Boards
None
Age 62
Director since 2020
Committees
Audit
Finance

28


Proposal No. 1 Election of Directors
Richard O’Brien Independent Consultant
     
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Director Qualifications and Experience
Mr. O’Brien’s extensive executive experience provides to the Board valuable strategic insight, leadership skills and a sound understanding of delivering effective operations in an expansive and capital-intensive business. His acumen in financial reporting and accounting has been determined by our Board to qualify him as an audit committee financial expert. He is currently consulting in the areas of strategy, leadership and operating effectiveness with select mining firms. His background in both the mining and electric and gas industries is directly relevant to our business, and he brings both valuable experience in effective management of environmental issues and expertise in industry and regulatory issues to our Board.
Business Experience
Independent Consultant (October 2015 to present)
President and CEO, Boart Longyear Limited, a global provider of drilling services, equipment and performance tooling for mining and drilling companies (April 2013 to October 2015)
CEO, Newmont Mining Corporation, a global gold mining company (September 2012 to February 2013)
President and CEO, Newmont Mining Corporation (July 2007 to September 2012)
Other Public Company Boards
Pretium Resources Inc. (Since 2019)
Vulcan Materials Company (Since 2008)

Age 67
Director since 2012
Committees
Audit (Chair)
ONES

Charles Pardee
President, Terrestrial Energy, USA
     
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Director Qualifications and Experience
Mr. Pardee is the President of Terrestrial Energy, USA, a nuclear technology company. Mr. Pardee has more than 38 years of experience in the energy industry, having held leadership roles at the Tennessee Valley Authority and Exelon Corporation. Mr. Pardee has worked with several other energy companies, including Florida Power Corporation, Carolina Power and Light, as well as the Institute of Nuclear Power Operations. Mr. Pardee served as a Lieutenant in the United States Navy for nine years. Mr. Pardee is the chair and director of the Committee on Nuclear Power for the Emirates Nuclear Energy Corporation in the United Arab Emirates. He also sits on the nuclear safety advisory board for the Tokyo Electric Power company.
Business Experience
President, Terrestrial Energy, USA, a nuclear technology company (June 2019 to Present)
Executive Vice President, Chief Operating Officer, Tennessee Valley Authority (2013 to 2017)
Executive Vice President, Chief Generation Officer, Tennessee Valley Authority, a federally owned corporation that provides navigation, flood control, electricity generation, fertilizer manufacturing and economic development to the Tennessee Valley (January 2013 to April 2013)
Chief Operating Officer, Exelon Generation, Exelon corporation’s energy provider (2010 to 2013)
President & Chief Nuclear Officer, Exelon Nuclear, Exelon corporation’s nuclear division (2007 to 2010)
Other Public Company Boards
None
Age 61
Director since 2020
Committees
Audit
ONES
  
ESSENTIAL
PROXY STATEMENT 2021
29

Proposal No. 1 Election of Directors
Christopher Policinski Retired President and CEO, Land O'Lakes, Inc.
     
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Director Qualifications and Experience
Mr. Policinski led a rapidly growing, multinational food and agricultural cooperative, an experience that positioned him to provide valuable leadership and strategic insight in effectively addressing environmental and other major issues. As the former president and CEO of the third-largest United States cooperative, Mr. Policinski has a wealth of experience in effectively managing operations, addressing new risks and regulatory requirements and delivering value via effective growth management. He is well versed in finance and the financial reporting process. Mr. Policinski has experience as a director of a number of nonprofits, educational institutions and trade industry groups and provides a solid understanding of the communities we serve.
Business Experience
CEO, VitaKey, a nutrition science company (August 2020 to February 2021)
President and CEO, Land O’Lakes, Inc., an agricultural and dairy cooperative (October 2005 to June 2018)
Senior leadership positions at Land O’Lakes, Inc. and The Pillsbury Company, a grain processing and food production company
Other Public Company Boards
Hormel Foods Corporation (Since 2012)
Age 62
Director since 2009
Lead Independent Director since
May 2016
Committee
GCN

James Prokopanko Retired President and CEO, The Mosaic Company
     
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Director Qualifications and Experience
Having led large and complex businesses, Mr. Prokopanko brings valuable leadership skills and strategic insight to the Board. Throughout his career he has created growth, managed expansive operations, built key assets and effectively addressed environmental issues, all valuable skills to contribute to the Board. His experience in commodities, with capital-intensive businesses and as a director for other public companies likewise contributes valuable and relevant expertise to the Board. Mr. Prokopanko works with, supports and has served on the boards of several nonprofit organizations and brings a thoughtful understanding of the communities we serve.
Business Experience
President and CEO, The Mosaic Company, producer of phosphate and potash crop nutrients (January 2007 to August 2015)
Executive Vice President and COO, The Mosaic Company (July 2006 to January 2007)
Senior leadership positions, Cargill Corporation, trading, purchasing and distributing grain and other agricultural commodities (1999 to 2006)
Other Public Company Boards
Regions Financial (Since 2016)
Vulcan Materials Company (Since 2009)
Age 67
Director since 2015
Committees
GCN (Chair)
ONES

30


Proposal No. 1 Election of Directors
David Westerlund Retired Executive Vice President, Administration and Corporate Secretary, Ball Corporation
     
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Director Qualifications and Experience
Mr. Westerlund has extensive experience in corporate governance and environmental and workforce issues, bringing valuable insight to the Board. Having served as a senior executive in a Fortune 500 company, he contributes leadership skills and business acumen to the Board. Mr. Westerlund was responsible for environmental health and safety, corporate compliance, security, real estate activities and human resources, including labor and employee relations and benefits while at Ball Corporation, and he brings extensive knowledge of compliance, corporate governance, compensation and equal employment opportunity issues to the Board. He serves on the boards of a number of community organizations.
Business Experience
Executive Vice President, Administration and Corporate Secretary, Ball Corporation, a supplier of metal packaging, aerospace and other technologies and services (2006 to September 2011)
Senior level positions with Ball Corporation prior to 2006
Other Public Company Boards
None
Age 70
Director since 2007
Committees
Audit
GCN

Kim Williams
Retired Partner, Wellington Management Company LLP
     
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Director Qualifications and Experience
Ms. Williams brings extensive experience in leadership with a major investment management company, providing valuable and unique strategic insights to the Board. Her strong financial background is particularly valuable in our capital-intensive industry. She brings extensive expertise in risk assessment and management that is valuable for our business. She is active in the community and has served as a trustee of a number of nonprofit and educational boards.
Business Experience
Partner, Wellington Management Company, LLP, an investment and asset management company for institutional investors (1995 to 2005)
Leadership positions, Loomis, Sayles & Co., Inc., an investment management company, and Imperial Chemical Industries Pension Fund, a defined benefit occupational pension fund (prior to 1995)
Other Public Company Boards
Weyerhaeuser Corporation (Since 2006)
E.W. Scripps (Since 2008)
Age 65
Director since 2009
Committees
Finance (Chair)
GCN

  
ESSENTIAL
PROXY STATEMENT 2021
31

Proposal No. 1 Election of Directors
Timothy Wolf President, Wolf Interests, Inc.
     
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Director Qualifications and Experience
With a career as a senior executive in consumer products industries, Mr. Wolf brings strategic insight, business acumen and valuable experience to the Board. He served as Chief Financial Officer of a major corporation and has obtained valuable experience in and knowledge of finance, reporting and governance. His financial experience provides the Board with valuable insights, and he has been determined to be an audit committee financial expert by our Board. Having led organizations and been involved in the integration of organizations, Mr. Wolf has a sound understanding of business risk and effective risk management oversight. He serves as a director of several nonprofit and educational organizations.
Business Experience
President, Wolf Interests, Inc., an investment company (June 2010 to present)
Chief Integration Officer, MillerCoors Brewing Company LLC, a consumer beverage product company (June 2008 to February 2010)
Prior leadership positions including Global Chief Financial Officer with Molson Coors Brewing Company and Chief Financial Officer with Coors Brewing Company
Other Public Company Boards
None

Age 67
Director since 2007
Committees
Audit
ONES

Daniel Yohannes
Former United States Ambassador to the Organization for Economic Cooperation and Development
     
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Director Qualifications and Experience
Mr. Yohannes has a successful record of operation execution and corporate transformation as a Chief Executive Officer and as an entrepreneur. Mr. Yohannes brings extensive experience in banking, economic development and in global energy policy, providing the Board with strategic insight and leadership skills. He has served in leadership roles in U.S. Government organizations, and for which he was nominated by President Obama and confirmed by the U.S. Senate. He is very passionate about protecting the environment and economic equity issues. He is very active in his community and serves on various boards of nonprofits and civic organizations.
Business Experience
U.S. Ambassador and Permanent Representative to the Organization for Economic Cooperation and Development, including the International Energy Agency and the Nuclear Energy Agency (April 2014 to January 2017)
Chief Executive Officer, Millennium Challenge Corporation, an independent U.S. Government foreign aid agency (November 2009 to April 2014)
Prior leadership positions with US Bank and Security Pacific Bank (now Bank of America)
Co-founder of New Resource Bank, which invests in environmentally sustainable businesses
Other Public Company Boards
Dow Inc. (2019 to present)
Age 68
Director since 2017
Committees
Audit
Finance


32



OWNERSHIP OF SECURITIES
Directors and Officers
The table below provides the beneficial ownership of our common stock as of March 22, 2021 for: (a) each director and director nominee; (b) the executive officers named in the Summary Compensation Table; and (c) the directors and current executive officers as a group. Unless otherwise indicated, each person has sole investment and voting power (or shares such powers with his or her spouse) of the shares noted. As of March 22, 2021, there were 538,074,813 shares of our common stock issued, outstanding and entitled to vote. None of the listed individual directors, director nominees or officers beneficially owned more than 1% of our common stock on March 22, 2021. The directors and executive officers as a group beneficially owned less than 1% of our common stock on March 22, 2021. None of the shares owned by our directors or executives are subject to any type of pledge.
Name of Beneficial OwnerPrincipal Position
Common
Stock
Restricted
Stock
Total
Shares
Beneficially
Owned
Stock
Equivalents(1)
Lynn CaseyDirector1,1261,12612,452
Netha JohnsonDirector5315312,533
Patricia KamplingDirector1,6141,614709
George KehlDirector5315312,533
Richard O’BrienDirector7,1057,10560,080
David OwensDirector10,991
Charles PardeeDirector2,1182,1181,084
Christopher PolicinskiDirector2,0002,000101,573
James ProkopankoDirector1,0001,00020,752
James SheppardDirector3,4843,48447,729
David WesterlundDirector7,7507,750137,139
Kim WilliamsDirector5,2485,24889,410
Timothy WolfDirector1,300
(2)
1,300
(2)
70,338
Daniel YohannesDirector5,1335,1337,945
Ben Fowke
Chairman and Chief Executive Officer
428,098428,09876,466
Brian Van AbelExecutive Vice President, Chief Financial Officer25,27225,272
Robert Frenzel
President, Chief Operating Officer and Director Nominee
77,1573,40980,566
Brett CarterExecutive Vice President, Chief Customer and Innovation Officer37,33737,33712,399
Timothy O'ConnorExecutive Vice President, Chief Generation Officer26,39026,39054,417
Amanda RomeExecutive Vice President, General Counsel3,9462,2856,231
Kent Larson
Former Executive Vice President and Group President, Operations
40,68540,685
Directors and Current Executive Officers as a group (27 persons)858,1946,162864,356769,267
(1) Common stock equivalents represent (i) the share equivalents of our common stock held by executive officers under our deferred compensation plan as of March 22, 2021, and (ii) stock equivalent units held under the directors’ Stock Program as of March 22, 2021. For information on common stock equivalents granted during 2020 and holdings at December 31, 2020, see page 65. The information in this column is not required by the rules of the SEC because these share equivalents carry no voting rights and the recipient does not have the right to acquire any underlying shares within 60 days of March 22, 2021. Nevertheless, we believe that this information provides a more complete picture of the financial stake that our directors and executive officers have in the Company.
(2) Mr. Wolf’s son owns 300 of these shares. Mr. Wolf disclaims beneficial ownership of these shares.
  
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33

Ownership of Securities
Largest Shareholders
The table below provides information as to each person or entity known to us to be the beneficial owner of more than 5% of our common stock:
Name and Address of Beneficial Owner
Number of Shares
Beneficially Owned
Percent
of Class
The Vanguard Group(1)
100 Vanguard Blvd.
Malvern, PA 19355
46,819,3608.91%
BlackRock, Inc.(2)
55 East 52nd Street
New York, NY 10055
46,615,5838.90%
Magellan Asset Management Limited(3)
MLC Centre, Level 36
19 Martin Place
Sydney NSW 2021 Australia
33,975,6986.47%
JPMorgan Chase & Co.(4)
383 Madison Avenue
New York, NY 10179
33,887,7626.40%
State Street Corporation(5)
State Street Financial Center
One Lincoln Street
Boston, MA 02111
26,707,0415.08%
(1) This information, including percent of class, is based solely on a Schedule 13G/A filed with the SEC by The Vanguard Group, Inc. on February 8, 2021. The Vanguard Group, Inc. reported having shared voting power over 1,221,899 shares, sole dispositive power over 44,219,065 shares and shared dispositive power over 2,600,295 shares as of December 31, 2020.
(2) This information, including percent of class, is based solely on a Schedule 13G/A filed with the SEC by BlackRock, Inc. on February 1, 2021. BlackRock, Inc. reported having sole voting power over 41,880,842 shares and sole dispositive power over 46,615,583 shares as of December 31, 2020.
(3) This information, including percent of class, is based solely on a Schedule 13G filed with the SEC by Magellan Asset Management Limited on February 10, 2021. Magellan Asset Management Limited reported having sole voting power over 28,171,756 shares and sole dispositive power over 33,975,698 shares as of December 31, 2020.
(4) This information, including percent of class, is based solely on a Schedule 13G/A filed with the SEC by JPMorgan Chase & Co. on January 29, 2021. JPMorgan Chase & Co. reported having sole voting power over 32,121,651 shares, shared voting power over 67,525 shares, sole dispositive power over 33,791,368 shares and shared dispositive power over 65,205 shares as of December 31, 2020.
(5) This information, including percent of class, is based solely on a Schedule 13G filed with the SEC by State Street Corporation on February 11, 2021. State Street Corporation reported having shared voting power over 24,076,271 shares and shared dispositive power over 26,669,272 shares as of December 31, 2020.


34



PROPOSAL NO. 2
ADVISORY VOTE ON EXECUTIVE COMPENSATION
Our Board recognizes that performance-based executive compensation is an important element in driving long-term shareholder value. We are seeking our shareholders’ views on the compensation of named executive officers identified in the Executive Compensation Tables section of this proxy statement through an advisory vote on the following resolution:
“RESOLVED, that the compensation paid to our named executive officers, as disclosed in our 2021 proxy statement, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”
Our goal for our executive compensation program is to align executive leadership’s interests with those of our shareholders, customers and employees. The Board believes our executive compensation program satisfies this goal and is strongly aligned with the long-term interests of our shareholders.
Shareholders are urged to read the CD&A and other information included in the Executive Compensation Tables section of this proxy statement. The GCN Committee and the Board believe that the information provided in these sections demonstrate that our executive compensation program aligns our executives’ compensation with our short-term and long-term performance and provides the compensation and incentives needed to attract, motivate and retain key executives who are crucial to our long-term success.
As an advisory vote, this proposal is not binding upon the Company. However, the GCN Committee, which is responsible for designing and administering our executive compensation program, values the opinions expressed by shareholders in their vote on this proposal and will continue to consider the outcome of the vote when making future compensation decisions for named executive officers.
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The Board recommends a vote “FOR” approval of the advisory vote on compensation.
  
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PROXY STATEMENT 2021
35


COMPENSATION DISCUSSION AND ANALYSIS
In this section, we describe the material components of our 2020 compensation program for the executive officers listed in the Summary Compensation Table in this proxy statement (the "named executive officers" or "NEOs").
Highlights
2020 Performance
We successfully navigated a difficult year in 2020, addressing the challenges of a global pandemic and issues of racial equity, while continuing to execute our strategy for long-term customer and shareholder value.
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Financial
Results
One-, three-, five- and 10-year total shareholder return (“TSR”) better than our peer group average
Met or exceeded ongoing EPS guidance for 16 consecutive years, with 14 years in the mid to high range of guidance
Increased our dividend for 17 consecutive years
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Keeping Employees Safe and Supporting Communities
Considered a benchmark company for our new approach to employee safety that focuses on eliminating the most serious events by developing a culture of trust and transparency
Over 100,000 personal protective items purchased to safeguard Xcel Energy employees against COVID-19, and over 300,000 face coverings and other protective equipment donated to keep frontline health care workers safe
$20 million in short- and long-term giving from proceeds of the sale of the Mankato Energy Center to support communities, including funding for COVID-19 relief and racial justice
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Lead the
Clean Energy
Transition
Reduced carbon emissions 51% since 2005 from electricity provided to customers
34% lower water consumption since 2005, with goal to reduce consumption 70% by 2030
~1,500 MW of new wind capacity completed in 2020, with an additional ~800 MW under construction and ~650 MW approved for repowering
$10 million U.S. DOE grant to be first in the country to use high-temperature electrolysis to produce hydrogen with nuclear energy
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Enhance the
Customer
Experience
40-point improvement in J.D. Power customer satisfaction survey results over the past three years, outpacing improvement among our peers and top-ranked utilities
EV programs offered in Colorado, Minnesota and Wisconsin, including an EV subscription service recognized among the nation’s best
Nearly 244,000 customers participate in our portfolio of renewable choice programs, which is among the most extensive and longest running in the country
Recognized with two emergency recovery awards for outstanding service restoration
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Keep Bills
Low
Goal to keep customer bill increases at or below the rate of inflation
Average monthly residential customer bills remained below inflation 2014-2020
Since 2014, O&M expenses have remained flat, and we continue to prudently invest and reduce costs through ongoing processes and technology improvements
2020 Compensation
No significant changes were made to our executive compensation program for 2020, which continues to be primarily variable compensation based on performance outcomes. We continue to monitor evolving best practices to ensure our talent needs for attraction, motivation and retention are met, and we continue to assess certain features of our programs compared to market practices.
Our 2020 incentive compensation outcomes are:
The 2020 annual incentive program achieved a payout of 133.93% of targeted results. This payout is reflective of our strong operational and financial performance, as described in the Annual Incentive section beginning on page 41.
Performance-based long-term incentive awards that settled in 2020 achieved a weighted average payout of 200% of targeted performance. This result is reflective of our exceptional relative TSR performance and achievement of our environmental commitment to reduce carbon dioxide emissions, as described in the Long-Term Incentives section on pages 42 to 43.
36


Compensation Discussion and Analysis
As part of our thoughtful succession planning, we made several leadership changes that were effective in March 2020. Robert Frenzel became our President and Chief Operating Officer, Brian Van Abel became our Executive Vice President, Chief Financial Officer and Timothy O’Connor became our Executive Vice President, Chief Generation Officer. Effective in June 2020, Amanda Rome became our Executive Vice President, General Counsel. These leadership changes are reflected in the executive compensation tables following the Compensation Discussion and Analysis.
Compensation Philosophy
Our executive compensation programs are designed to align the interests of our executives with the interests of our shareholders, customers and employees. Our compensation philosophy is based on the following principles:
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Performance Based
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Market Competitive
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Equity-based Incentive
Majority of executive compensation is at risk, and pay is aligned with Company performance
Motivates achievement of financial, operational and stock price performance goals
Enables us to attract and retain talented leaders
Compares us to an industry peer group
Focuses on long-term shareholder value
Aligns executive interests with those of shareholders and rewards for strategic success

This philosophy, which includes significant emphasis on pay for performance, is applied consistently across all executives. Individual compensation may be differentiated based on scope of responsibilities, experience and contributions to Company results.
Executive Compensation Practices
Our compensation practices for NEOs are outlined below. These practices reflect our compensation philosophy and help ensure sound corporate governance practices.
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What We Do
image_12.jpg
What We Don’t Do
Pay for performance with a substantial percentage of each NEO’s total direct compensation being variable, at risk and aligned with performance-based metrics
Use an appropriate peer group when establishing compensation
Balance short-term and long-term incentive performance goals to reflect operating and strategic objectives
Place strong emphasis on performance-based equity awards
Align executive compensation with shareholder returns through long-term incentives
Include caps on individual payouts in incentive plans
Set significant stock ownership guidelines for NEOs, other executives and non-employee directors
Require shares to be held until stock ownership guideline achieved
Mitigate undue risk-taking in compensation programs
Include recoupment provisions in our annual and long-term incentive programs
Retain an independent compensation consultant
Provide employment contracts to NEOs
Permit directors or employees to hedge their Company stock
Provide tax gross-ups for new executive officer participants in the Senior Executive Severance Policy
Provide tax gross-ups on executive perquisites except for circumstances regarding relocation
Provide unusual or excessive perquisites
Supplement service credit to newly hired officers under any of the Company’s qualified or nonqualified retirement plans
Impact of Say-on-Pay Vote
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Each year, Xcel Energy provides shareholders with a non-binding say-on-pay vote on its executive compensation programs.
Of the votes cast at our 2020 Annual Meeting, 95% were in favor of our executive compensation programs and policies.
The GCN Committee evaluated results of the say-on-pay vote, and in light of the broad shareholder support of our executive compensation programs, the GCN Committee decided to maintain the core design of our compensation programs. The GCN Committee will continue to consider the outcome of future say-on-pay votes, in addition to various other factors, when making future compensation decisions.


  
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PROXY STATEMENT 2021
37

Compensation Discussion and Analysis
Establishing Compensation
Market Analysis
At the GCN Committee’s request, Meridian, its independent compensation consultant, presented its annual market assessment comparing our executive compensation programs and compensation against our peer group for:
base salary;
total cash compensation (base salary plus target annual incentive); and
total direct compensation (total cash compensation plus target long-term incentive).
To provide a broad perspective of the competitive market, Meridian analyzed data for various market pay levels, including the 25th, 50th and 75th percentiles. We consider compensation (base salary, target annual incentive, target long-term incentive and target total compensation) to be market competitive if it is within a competitive range of the median or 50th percentile of the peer group.
For 2020, the GCN Committee made pay decisions based on this annual market assessment of compensation and specific factors about each NEO, including experience, internal equity, Company results, scope and responsibility, retention and the NEO’s role in succession planning.
The GCN Committee exercises its independent judgment to approve the compensation level for the CEO. For all other executive officers, the GCN Committee considers the CEO’s recommendation for setting compensation levels. The GCN Committee approved compensation for the CEO and all other executive officers that is aligned with the Company’s overall compensation philosophy described above.
Peer Group
Our peer group of publicly traded energy services companies is generally consistent from year to year (subject to changes resulting from mergers and acquisitions or other significant corporate events) and was developed by Meridian and approved by the GCN Committee to approximate the competitive market in which we compete for talent. Peer group companies were selected primarily based on the following criteria:
Utilities with similar revenue and market capitalization.
Part of the market for which we compete for talent and investor capital.
Similar operating models and challenges with their regulated utility businesses.
Included in an executive compensation survey database for which compensation information is available for a cross-section of executive and managerial roles.
Based on the application of these criteria, the GCN Committee selected the following peer companies that comprise the 2020 peer group.
2020 Peer Group Companies
Ameren Corporation
American Electric
Power Company
CenterPoint Energy
CMS Energy Corporation
Consolidated Edison
Dominion Energy
DTE Energy Company
Duke Energy Corporation
Edison International
Entergy Corporation
Evergy, Inc.
Eversource Energy
Exelon Corporation
FirstEnergy Corp.
NextEra Energy
PPL Corporation
Public Service Enterprise
Group Incorporated
Sempra Energy
The Southern Company
WEC Energy Group
In December 2019, at the time 2020 compensation was assessed:
The median revenue for the peer group was $12.0 billion as compared to our revenue of $11.6 billion.
The median market capitalization for the peer group was $28.8 billion as compared to our market capitalization of $34.0 billion.

38


Compensation Discussion and Analysis
Executive Compensation Elements
The following table provides information regarding the elements of total direct compensation for our NEOs in 2020:
graphic_executivecompensat.jpg
Perquisites offered by the Company are limited in nature and scope, consistent with the Company’s goal of providing market-based compensation and benefits. Historically the Company has not allowed personal use of corporate aircraft if additional costs would be incurred by the Company. In light of the COVID-19 pandemic, including the uncertainty and safety concerns involved with commercial travel, the Company permitted certain NEOs to use corporate aircraft for limited personal use in 2020. The aggregate incremental cost for such use is included as compensation in the Summary Compensation Table.
We provide the following retirement and post-employment programs:
Retirement and Post-Employment Programs
Pension Plan (qualified
and nonqualified)
Supplemental Executive
Retirement Plan (“SERP”)
401(k) Savings Plan and
Deferred Compensation Plan
Severance and Change
in Control
Provides retirement income for eligible participants based on fixed plan-based formulas
CEO is the sole participant; closed to new participants in 2008
Provides supplemental retirement income in addition to the pension benefits
Provides for savings opportunities by deferring salary up to tax code limitations (401(k)) and salary, annual incentive and/or long-term incentive (Deferred Compensation)
Provides compensation and benefits in the case of involuntary termination without cause.












  
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PROXY STATEMENT 2021
39

Compensation Discussion and Analysis
Mix of Total Compensation
We balance the mix of compensation to our NEOs by delivering a blend of short-term and long-term incentives that are consistent with prevailing market practice and our compensation philosophy. This approach has effectively resulted in 89% of total direct compensation for the CEO and 74% of total direct compensation for other NEOs to be in the form of variable compensation, with the remainder representing fixed compensation. The GCN Committee and the Board believe this design encourages a balance of short-range and long-range strategic thinking, which is important given the long-term nature of utility operations and the capital investment necessary for such operations.
The following charts illustrate the mix of total direct compensation for the CEO and other NEOs at target performance in 2020.
Chairman and CEO
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All Other NEOs (average)
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Overview of Target Total Compensation
For 2020, the GCN Committee set each NEO’s base salary, target annual incentive and target long-term incentive awards, which are shown in the table below.
Long-Term Incentive Targets
Named Executive Officer
Annualized
Base Salary
($)
Annual Incentive
Target (% of
Base Salary)
Performance
Shares
($)
Restricted
Stock Units
($)
Total
($)
Ben Fowke, Chairman and CEO(1)
1,350,000135%6,822,0001,705,50011,700,000
Brian Van Abel, Executive Vice President, Chief Financial Officer(2)
575,00075%800,000200,0002,006,250
Robert Frenzel, President and Chief Operating Officer(3)
750,000100%1,760,000440,0003,700,000
Brett Carter, Executive Vice President, Chief Customer and Innovation Officer
565,00080%856,000214,0002,087,000
Timothy O'Connor, Executive Vice President, Chief Generation Officer(4)
600,00075%880,000220,0002,150,000
Amanda Rome, Executive Vice President, General Counsel(5)
500,00070%680,000170,0001,700,000
Kent Larson, Former Executive Vice President and Group President, Operations(6)
630,00080%1,000,000250,0002,384,000
(1) Mr. Fowke served as Chairman, President and Chief Executive Officer until March 31, 2020, when he became Chairman and Chief Executive Officer.
(2) Mr. Van Abel was named Executive Vice President, Chief Financial Officer effective March 31, 2020.
(3) Mr. Frenzel served as Executive Vice President, Chief Financial Officer until March 31, 2020, when he became President and Chief Operating Officer.
(4) Mr. O'Connor was named Executive Vice President, Chief Generation Officer effective March 31, 2020.
(5) Ms. Rome was named Executive Vice President, General Counsel effective June 1, 2020.
(6) As of March 31, 2020, Mr. Larson ceased serving as Executive Vice President and Group President, Operations, and remained an employee to assist with transition until May 31, 2020.
These compensation levels align and the mix of pay is competitive with the market for the utility industry.
Base Salary
Base salary provides a fixed element of regular income. The amount of base salary set by the GCN Committee is competitive in the utility industry. A key consideration is the median base salary rates at peer companies, although the GCN Committee has flexibility to review other relevant factors as outlined in our compensation philosophy. Year-over-year increases to base salary were in response to our annual compensation review process and/or leadership changes. The base salaries for the NEOs were, in aggregate, just above the median of base salaries of our peer companies.

40


Compensation Discussion and Analysis
Annual Incentive
Our annual incentive plan (“AIP”) is intended to reward our NEOs for the achievement of short-term performance goals. In February 2020, our management recommended AIP goals to the GCN Committee based on an evaluation of prior corporate performance and available objective metrics and benchmarks. These goals were selected as they are aligned with our corporate operational priorities. In addition, they discourage short-term thinking or behavior that could threaten the value of the Company or the investment of its shareholders.
The GCN Committee determined each NEO’s 2020 AIP payout in accordance with the following:
Each NEO’s target award is determined by multiplying the NEO's base salary and target percent. The award payout range is 0% to 200% of an NEO’s target award.
Up to 150% of an NEO’s targeted award is determined by the actual achievement of our operational metrics and a possible funding multiplier based on financial performance, as defined below.
Up to an additional 50% of an NEO’s targeted award is based on attaining superior financial performance as measured by ongoing EPS.
The table below discloses the GCN Committee approved corporate operational goals and actual results for the AIP in 2020:
Key Performance Indicator
Threshold
Performance
Target
Performance
Maximum
Performance
2020 Actual
Performance
% Payout% WeightWeighted
Calculation
Customer Satisfaction (J.D. Power residential survey)729741753762150.00%20%30.00%
Wind Deployment (Steel for Fuel)2.0%0.0%-2.0%-0.5%112.50%20%22.50%
Employee Safety (safety culture)(1)
82868987150.00%(1)20%30.00%
Public Safety (gas emergency response)90%95%99%95%100.00%20%20.00%
Electric System Reliability (SAIDI)99928591107.14%20%21.43%
Results on Operational Metrics100%123.93%

(1) Under the terms of the program, the result was increased to Maximum level because no employee fatality occurred and there were no direct personal primary voltage electrical contacts that result in a DART Recordable injury or unplanned natural gas ignitions and the actual performance result was above Threshold. If an employee fatality had occurred, it would have been reduced to Threshold.
Annual incentive awards are, in part, based on ongoing EPS, which is a non-GAAP measure that we reconcile in Exhibit A, which can be adjusted for certain identified financial impacts. For 2020, no adjustments were made to ongoing EPS.
When ongoing EPS is below a certain threshold, awards will not be paid. If ongoing EPS is in the lower end of earnings guidance, or $2.73 to $2.78 per share for 2020, then operational results can be modified by a funding multiplier of 50% to 100%. If ongoing EPS is at $2.79 per share or greater, then the operational results can be modified by a funding multiplier from a range of 100% to 150%, not to exceed a 150% of target payout. For 2020, the GCN Committee considered overall operational performance as well as ongoing earnings results when determining the funding multiplier, resulting in an award level of 123.93% of target.
Financial performance is recognized and rewarded as a pre-defined percentage of each NEO’s target annual incentive award. For 2020, an additional 10% of target annual incentive awards were paid based on the achieved EPS result of $2.79 per share for 2020. When combined, the awards were paid at 133.93% of target.














  
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PROXY STATEMENT 2021
41

Compensation Discussion and Analysis
Long-Term Incentives
Long-term incentive (“LTI”) awards are intended to reward NEOs for the achievement of long-term performance goals and shareholder value creation, and to retain critical talent. For 2020, our long-term incentive program had two components, which addressed these objectives:
Performance shares (80% weighting based on target LTI value); and
Restricted Stock Units (“RSU”) (20% weighting based on target LTI value).
barchart_long-termincentiv.jpg
Grant of 2020-2022 LTI Awards
Long-term incentive compensation is approximately 73% of the CEO’s target total direct compensation and 53% of the average of the other NEOs’ target total direct compensation and is primarily performance based. Prior to vesting, long-term incentive awards may not be sold, encumbered or otherwise transferred by the participant. Stock earned under long-term incentive compensation is subject to our Stock Ownership Policy (see page 44).
Performance Shares
In 2020, the GCN Committee approved the grant of performance shares to each NEO, which are subject to the achievement of pre-determined performance metrics for the three-year period ending December 31, 2022. These performance metrics are relative TSR and carbon dioxide emissions reduction.
Performance Shares based on
the Company’s Relative TSR
Performance Shares based on
Carbon Dioxide Emissions Reduction
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pg44_payoutxtsr1.jpg
For performance between percentiles, the number of performance shares earned is determined by straight line interpolation.
Performance shares are based on the achievement of specified levels of the Company’s TSR relative to our peer group.
Payout range is from 0% to 200% of target.
Performance shares are based on the achievement of a specified reduction in carbon dioxide emissions in 2022 below 2005 levels associated with electric service.
Payout range is from 0% to 200% of target.
The relative TSR goal links the interest of executive officers with those of our shareholders by rewarding NEOs for creating superior shareholder returns relative to utility industry peer companies.The reduction in carbon dioxide emissions goals align to our lead the clean energy strategic priority to provide 100% carbon-free electricity by 2050.
Dividend equivalents are credited on each performance share during the three-year cycle to the same extent that dividends are paid on shares of our common stock.
The credited dividend equivalents are paid only if the associated performance share vests and is paid in accordance with the achieved three-year performance goal. If threshold performance is not achieved at the end of the three-year performance cycle, then all associated performance shares and dividend equivalents would be forfeited.
Each performance share represents one share of Xcel Energy common stock.
Grant awards, at Target:Grant awards, at Target:
CEO: 68,351
Other NEOs range: 6,604 to 17,622
CEO: 41,011
Other NEOs range: 3,962 to 10,574
Settled as cash, shares or a combination, as elected.Settled as shares. 

Restricted Stock Units Subject to Service-Based Vesting
In 2020, the GCN Committee approved the grant of restricted stock units to each NEO that vest on the third anniversary of the grant date, provided that the NEO remains continuously employed until such anniversary, subject to certain limited exceptions. RSUs serve as an important retention tool. Each RSU represents one share of our common stock.
42


Compensation Discussion and Analysis
Dividend equivalents are credited on each RSU during the vesting period to the same extent that dividends are paid on shares of our common stock. The credited dividend equivalents are paid only if the associated RSU vests based on the satisfaction of the service requirement. Awards will vest on a pro rata basis for NEOs who are at least 55 years of age and have 10 years of service in the event that any such NEO leaves the Company for any reason, other than with cause, during the term of the grant.
For 2020, the CEO was awarded 27,341 RSUs and the other NEOs were awarded from 2,643 to 7,050 RSUs.
The Performance Share and RSU grants are included in the Grants of Plan-Based Awards Table on page 50.
Settlement of 2018-2020 Performance Shares
The following section describes the results of the Performance Shares for the three-year period ended December 31, 2020.
Performance Shares based on
the Company’s Relative TSR
Performance Shares based on
Carbon Dioxide Emissions Reduction
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The performance outcome is at the 94th percentile, which results in a 200% of target payout. TSR is a measure of shareholder value creation and our ranking illustrates superior performance over peer companies.
The performance outcome is above the maximum payout or a
47.1% reduction over 2005 levels, which results in a 200% of target payout. Result is due to implementing clean energy projects, modernizing the fossil fleet, leading the way with resource plans, energy efficiency programs and favorable market conditions.
Earned awards:Earned awards:
CEO: 162,052
Other NEOs range: 6,936 to 32,637
CEO: 97,230
Other NEOs range: 4,161 to 19,582
The award amounts include dividend equivalents credited over the three-year performance cycle.

The Performance Shares that were earned are included in the Option Exercises and Stock Vested Table on page 54.
  
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43

Compensation Discussion and Analysis
Retirement and Deferred Compensation Benefits
In 2020, the Company provided retirement benefits to executive officers under the Xcel Energy qualified and nonqualified pension plans. The role of the pension plans in executive compensation is the same as it is for other employees: to provide income during retirement and aid in the retention of qualified employees. The qualified pension plan benefits are based on earnings up to the Internal Revenue Service’s established limits and the benefit may be payable in a manner that results in individual income tax advantages. The nonqualified pension plan restores the benefit that would have been payable through the qualified pension plan if not for the limits imposed by Internal Revenue Code sections 401(a)(17) and 415(b).
The Company maintains a SERP, which was closed to new participants in 2008. Benefits continue to accrue for Mr. Fowke, who remains the sole participant in the SERP. The SERP provides a benefit to the participant, which is offset by the qualified and nonqualified pension plan benefits. Covered compensation for the purposes of calculating SERP benefits includes base salary and annual incentive awards. Long-term incentive payments are not included in covered compensation. The SERP benefit is valued as a 20-year annuity but is payable as a lump sum after the participant’s termination of employment. Unreduced benefits are payable at age 62; benefits are payable as early as age 55, reduced 5% for each year that the benefit commencement date precedes age 62.
Each executive officer is eligible to participate in Xcel Energy’s 401(k) Savings Plan and Deferred Compensation Plan. The 401(k) Savings Plan allows executive officers, like other eligible employees, to defer a portion of their base salary up to certain IRS limits. The Deferred Compensation Plan, in addition to allowing a portion of base salary to be deferred, allows executive officers to defer all or a portion of their annual incentive award and all or a portion of their performance-based long-term incentive awards. For 2020, the Company matched 50% of base salary deferrals (up to 8% deferred), netting to a maximum 4% as the eligible matching contributions. One of the purposes of the Deferred Compensation Plan is to allow for a full employer matching contribution that cannot be contributed under the Company’s qualified retirement plan due to the Internal Revenue Service Code limitations.
Additional Compensation Program Features and Policies
Severance Policy
The Company provides severance benefits to NEOs in accordance with the Xcel Energy Senior Executive Severance and Change in Control Policy (as amended, the “Severance Policy”). The Board or the GCN Committee may name additional participants. The GCN Committee believes the Severance Policy provides a competitive severance benefit that retains key talent during a critical and potentially protracted period of uncertainty in the event the Company undergoes a change in control and the executive is not retained following the completion of such event. Outside of change in control situations, the Severance Policy also encourages executive officers to focus on the interests of Xcel Energy and its shareholders without undue concern that the officer will be terminated without compensation and benefits.
The benefits payable under the Severance Policy are discussed in more detail under Potential Payments upon Termination or Change in Control beginning on page 58.
Employment Contracts
Neither our CEO nor any of our other executive officers have employment contracts.
Stock Ownership Requirements
Our Stock Ownership Policy is an important feature of our compensation philosophy that helps to ensure alignment of executive interests with those of our shareholders. The share ownership guideline for each executive is based on the executive’s position. Executives are expected to achieve the applicable ownership requirement within five years of the date they assume their current executive position by holding shares received as compensation or otherwise acquired through retirement and investment accounts.
If an executive is not in compliance with the ownership requirement within the required time period, the executive must elect to receive payment of any incentive awards in stock and must retain 100% of the net shares (after-tax) delivered to the executive until the ownership requirement is met.
44


Compensation Discussion and Analysis
As of March 22, 2021, all currently serving NEOs have achieved, or are on track to achieve, the stated share ownership requirement by the date specified for achievement. All shares of common stock that the executive owns, as well as amounts deferred into the Xcel Energy stock fund in the 401(k) Savings Plan and Deferred Compensation Plan, count toward compliance with the ownership guidelines. The table below shows the value of shares of common stock and common stock equivalents that each NEO must hold by the required dates expressed as a multiple of base salary.
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Equity Grant Practices
We follow these practices regarding the timing of equity compensation grants:
Performance shares and RSUs are normally approved on the date of the regularly scheduled December GCN meeting and granted on the first trading day of the next fiscal year.
Off-cycle grants to employees and new hires are made during the two-week period following the earnings release for the quarter in which the triggering event occurred.
Grants to newly promoted executive officers or otherwise made as described above are made either (i) on the day the GCN Committee approves the grant for a promotion that has already occurred or is occurring concurrently; or (ii) on the effective date of a promotion for promotions or grants that become effective at a future date.
In years where we pay out annual incentive awards, we issue common shares and restricted shares to executives who have elected to receive their award in such form on the regularly scheduled date of the February GCN Committee meeting.
Hedging and Pledging
We prohibit the use of any hedging or purchase of any financial instruments designed to hedge or offset any decrease in the market value related to our shares for directors and all employees, including executives. Under our policy, the diversification of holdings in Xcel Energy stock through sales is not considered hedging. In addition, the pledging of shares by executive officers and directors is only allowed if the executive officer or director receives approval from the securities trading policy committee prior to pledging the shares. No directors or executive officers have pledged shares of our common stock. The Board believes that these policies are consistent with our philosophy that senior executives’ and directors’ interests should be aligned with those of our long-term shareholders through equity ownership.
Recoupment
We have recoupment (or clawback) provisions in place to provide the right to recover certain payments made to executives or other employees. We may recover all or a portion of paid annual and long-term incentive awards:
For a period of up to three years from an individual who is an employee at the time the GCN Committee determines there is a miscalculation in a performance metric that results in a materially incorrect overpayment.
If an individual is terminated for fraud or misconduct.
Further, we may cancel outstanding and unvested LTI grants for individuals who were determined to be engaged in fraud or misconduct and whose actions resulted in, or were reasonably likely to result in, a material adverse impact to the Company, whether operational, financial or reputational.
  
ESSENTIAL
PROXY STATEMENT 2021
45

Compensation Discussion and Analysis
Risk Assessment
Our compensation programs are designed to motivate performance while not promoting behaviors that create undue risk. The GCN Committee considers several risk factors in establishing executive compensation programs, when setting compensation levels and when selecting measures and performance goals for the Company’s variable compensation programs. These factors include:
Designed to align shareholder, customer and employee interests.
Performance metrics are clear, easily identifiable and are based on variables that are generally accepted in the market.
Performance metrics align to our business strategy and different metrics are utilized in the annual and long-term incentive programs.
Long-term incentives have three-year vesting periods to encourage long-term decision making and value creation.
Incentive metrics are subject to auditing and internal controls, which apply to performance achievement and reporting of results.
Payout ranges are understood and capped.
Performance, structure and target incentive opportunities are comparable to those of our industry or peer companies.
Stock Ownership Policy that requires executive officers retain a substantial stake in the Company to maintain long-term alignment.
Recoupment provisions are in place as described above on both annual and long-term incentives.
46



REPORT OF THE COMPENSATION COMMITTEE
The GCN Committee, in its capacity as the compensation committee of the Board, has reviewed and discussed with management the CD&A in this proxy statement. Based on the review and discussions referred to above, the GCN Committee recommended to the Board that the CD&A be included in the Company’s proxy statement.
Compensation Committee
James Prokopanko, Chair
Patricia Kampling
Christopher Policinski
David Westerlund
Kim Williams
  
ESSENTIAL
PROXY STATEMENT 2021
47


EXECUTIVE COMPENSATION TABLES
Summary Compensation Table
The following table summarizes the primary elements of compensation paid or granted to our NEOs. See the CD&A above for a description of our executive compensation program to gain an understanding of the information disclosed in this and the following tables.
Name and Principal PositionYear
Salary
($)(1)
Bonus
($)(2)
Stock
Awards
($)(3)
Non-Equity
Incentive Plan
Compensation
($)(4)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(5)
All Other
Compensation
($)(6)
Total
($)
Ben Fowke
Chairman and CEO(7)
20201,350,0008,527,5342,440,8744,369,635117,54616,805,589
20191,350,0007,750,0152,836,2564,898,00364,52416,898,798
20181,250,0007,125,0292,883,400830,21559,12412,147,768
Brian Van Abel
Executive Vice President,
Chief Financial Officer(8)
2020525,0001,303,287288,787388,07310,2642,515,411
Robert Frenzel
President and Chief Operating
Officer(9)
2020731,2502,200,0841,004,47577,24439,8814,052,934
2019650,0001,560,013787,84977,72028,4023,103,984
2018650,0001,954,029432,51054,28127,1113,117,931
Brett Carter
Executive Vice President, Chief
Customer and Innovation Officer
2020565,0001,070,004605,36459,77324,0242,324,165
2019550,000250,0001,260,031466,64954,14124,1872,605,008
2018
(10)
325,758250,0002,945,720
(11)
434,72812,633220,5844,189,423
Timothy O’Connor
Executive Vice President, Chief
Generating Officer(12)
2020600,0001,100,042602,685120,45336,9652,460,145
Amanda Rome
Executive Vice President,
General Counsel(13)
2020416,6671,113,734234,37826,32710,1911,801,297
Kent Larson
Former Executive Vice President and
Group President, Operations(14)
2020262,5001,250,033511,6581,597,3203,621,511
2019620,0001,250,007751,487555,93342,2443,219,671
2018600,0001,250,040798,48048,98126,8462,724,347
(1) Amounts in this column reflect base salary earned for the corresponding year regardless of whether any portions were deferred under the 401(k) Savings Plan or otherwise.
(2) Includes cash sign-on bonuses, which were subject to repayment of $250,000 if he had terminated employment for any reason other than a termination without cause, on or prior to May 7, 2020.
(3) Amounts in this column reflect the aggregate grant date fair value of long-term incentive awards. The majority of the amounts in this column do not represent earned or paid compensation, as awards are still subject to performance and/or vesting conditions. The remaining amounts include awards earned under the AIP that the executive officer elected to receive in shares of unrestricted and/or restricted common stock, in lieu of a portion of the cash payment. In each instance, the grant date fair value was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"), excluding the effect of estimated forfeitures, as described below:
Restricted shares and unrestricted shares granted under the AIP are valued based on the closing price of Xcel Energy’s common stock on the trading date preceding the issuance date; shares are issued following the close of the performance year, and include a premium (5% for unrestricted common stock or 20% for restricted stock) for the election to receive shares of stock in lieu of cash.
The long-term incentive grants are valued based on the market price of our common stock on the grant date of the award, based on the assumption that target performance will be achieved or the service requirement will be met and the awards and future credited dividend equivalents will vest and will not be forfeited. The aggregate grant date fair value of equity grants is equal to the closing price of Xcel Energy’s common stock, as determined above.

48


Executive Compensation Tables
The following table presents the grant date fair values included in the column by award type and also includes the grant date fair value of the performance shares granted in 2020 assuming performance is achieved.
Performance SharesRestricted
Stock Units
($)
Restricted and
Unrestricted
Shares Granted
Under the AIP
($)
NameTarget
($)
Maximum
($)
Ben Fowke6,822,00213,644,0041,705,532
Brian Van Abel799,9861,599,972200,075303,226
Robert Frenzel1,760,0173,520,034440,067
Brett Carter855,9781,711,956214,026
Timothy O'Connor879,9591,759,918220,083
Amanda Rome679,9711,359,942170,088263,675
Kent Larson1,000,0142,000,028250,019
(4) Amounts in this column reflect annual incentive awards earned under our AIP, as more fully described in the Annual Incentive section on page 41. The amounts in this column are part of the AIP earned, regardless of whether any portion was deferred under the Deferred Compensation Plan. These amounts do not include amounts that the executive elected to receive in shares of unrestricted and restricted shares in lieu of a portion of the cash payment. The value of stock received in lieu of the cash payment plus associated premiums are reflected in the Stock Awards column for the respective years.
(5) Amounts in this column reflect the increase in the present value of the executive officer’s benefits under all pension plans established by the Company, using methods that are consistent with those used in our financial statements. The change from the prior year is generally due to (a) the additional years of service earned by the executive officer under the plans, (b) the change in the final average salary from the prior year used to determine plan benefits, (c) the interest earned on accumulated benefits during the year (that is, the decrease in the deferral period until benefits commence as the executive officer approaches retirement) and (d) changes in actuarial assumptions including interest rates.
For Mr. Fowke, the change in pension value for 2020 and 2019 includes approximately $2.4 million and $2.1 million, respectively, resulting from the change in discount and interest rate assumptions.
Our Deferred Compensation Plan does not credit above-market earnings or preferential earnings to amounts deferred, and accordingly, no nonqualified compensation earnings have been reported.
(6) Amounts included in All Other Compensation for 2020 include the Company match under the 401(k) Savings Plan, Company contributions to the nonqualified Deferred Compensation Plan, imputed income on life insurance paid by the Company, amounts related to our executive physical health program, and amounts relating to personal use of corporate aircraft as described below. None of these amounts exceeded $10,000 except the following:

Contributions to the nonqualified Deferred Compensation Plan as follows: Mr. Fowke $44,250; Mr. Frenzel $19,500; Mr. Carter $12,850; and Mr. O’Connor $14,250. The benefit is available to all qualifying employees of Xcel Energy.
For Mr. Larson, $1,584,906 for circumstances that triggered a payment under our severance policy.
For Mr. Fowke, $56,022 for personal aircraft usage.

Executive officers may have the occasional personal use of event tickets when such tickets are not being used for business purposes, for which we have no incremental costs.

Historically our corporate aircraft could not be scheduled for personal use. Executive officers and their families could only use the corporate aircraft for personal travel when the aircraft was already scheduled to fly to the same destination on Company business and therefore there was no incremental cost to the Company for such personal use. In light of the COVID-19 pandemic, including uncertainty and safety concerns involved with commercial travel, the Company encouraged certain executive officers to use corporate aircraft for limited personal use in 2020. The aggregate incremental cost for such use is included as All Other Compensation and primarily consists of fuel costs and engine use costs. Executive officers are responsible for taxes in connection with personal aircraft use, and we do not reimburse executives for those taxes.
(7) Mr. Fowke served as Chairman, President and Chief Operating Officer until March 31, 2020, when he became Chairman and Chief Executive Officer.
(8) Mr. Van Abel was named Executive Vice President, Chief Financial Officer effective March 31, 2020.
(9) Mr. Frenzel served as Executive Vice President, Chief Financial Officer until March 31, 2020, when he became President and Chief Operating Officer.
(10) Mr. Carter was hired effective May 7, 2018.
(11) Represents long-term incentive awards for the performance periods of 2017-2019 and 2018-2020, an initial grant of common stock, a time-based restricted stock unit grant and the value of Annual Incentive elected to be received as shares of common stock as described in footnote 3.
(12) Mr. O’Connor was named Executive Vice President, Chief Generation Officer effective March 31, 2020.
(13) Ms. Rome was named Executive Vice President, General Counsel effective June 1, 2020.
(14) Mr. Larson ceased serving as Executive Vice President and Group President, Operations, effective March 31, 2020 and remained an employee to assist with transition until May 31, 2020. Long-term incentive awards following his separation were prorated based on his last day of service and, for 2020, that prorated value is $173,616.
  
ESSENTIAL
PROXY STATEMENT 2021
49

Executive Compensation Tables
Grants of Plan-Based Awards Table
The following table provides information regarding awards granted during 2020 to the NEOs.
Grant
Date
Date of
Approval(1)
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(2)
Estimated Future Payouts Under
Equity Incentive Plan Awards(3)
All Other Stock
Awards: Number
of Shares of Stock
or Units (#)(4)
Grant Date Fair
Value of Stock and
Option Awards
($)(5)
Name
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Ben Fowke1/2/2012/10/1920,50568,351
(a)
136,7024,263,736
1/2/2012/10/1912,30341,011
(b)
82,0222,558,266
1/2/2012/10/1927,3411,705,532
911,2501,822,5003,645,000
Brian Van Abel1/2/201/3/201,0103,366
(a)
6,732209,971
1/2/201/3/206062,020
(b)
4,040126,008
1/2/201/3/201,34784,026
3/31/202/18/201,3914,636
(a)
9,272290,028
3/31/202/18/208342,781
(b)
5,562173,979
3/31/202/18/201,855116,049
$113,203$226,406
(c)
$452,813
107,813215,625431,250
Robert Frenzel1/2/2012/10/194,08813,626
(a)
27,252849,990
1/2/2012/10/192,4538,176
(b)
16,352510,019
1/2/2012/10/195,451340,033
3/31/202/18/201,1993,996
(a)
7,992249,990
3/31/202/18/207192,398
(b)
4,796150,019
3/31/202/18/201,599100,033
375,000750,0001,500,000
Brett Carter1/2/2012/10/192,5738,576
(a)