Charles E. Sieving
Executive Vice President, Chief Legal, Environmental and Federal Regulatory Affairs Officer at NEE
Executive
About Charles E. Sieving
Executive Vice President, Chief Legal, Environmental and Federal Regulatory Affairs Officer of NextEra Energy (NEE) and EVP of Florida Power & Light (FPL). Joined NextEra Energy in December 2008; previously EVP, General Counsel and Secretary at a large competitive telecom company and partner at Hogan & Hartson (now Hogan Lovells). Education: JD, University of Cincinnati College of Law; BA, Denison University; admitted to NY and Washington, D.C. bars. Company performance metrics tied to his compensation include Adjusted ROE and Adjusted EPS Growth (2024: ROE 14.7%, EPS growth 8.2%) and multi-year relative TSR; 10-year TSR of 248.3% in 2024/2025 proxy disclosures, though 1–5 year TSR trailed indices in those periods .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hogan & Hartson LLP (Washington, D.C.) | Partner, Corporate/Securities/Finance | Pre-2008 | Advised public companies on securities offerings, M&A, governance, stock exchange compliance . |
| Competitive Telecom Co. | EVP, General Counsel & Secretary | Pre-2008 | Led legal, regulatory, and legislative affairs at one of the largest publicly held competitive telecom companies . |
| NextEra Energy Partners (NEP) | General Counsel; Board member of GP | 2014 onward | Helped establish governance and compliance for NEP’s contracted clean energy portfolio . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| XPLR Infrastructure, LP | Board of Directors | Since inception (company disclosure) | Oversees federal regulatory and environmental interface as part of executive remit; board service referenced in NEE leadership bio . |
| Bars | Member | Ongoing | Active member of New York and Washington, D.C. bars . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,190,900 | 1,274,300 | 1,274,300 |
| Target Bonus (% of Salary) | Not disclosed | Not disclosed | 70% (Target $892,000) |
| Actual Annual Incentive ($) | 1,429,080 | 1,641,300 | 1,775,100 (181% payout vs target) |
| All Other Compensation ($) | 174,889 | 207,615 | 225,166 |
| Total Compensation ($) | 6,028,560 | 6,772,178 | 7,085,272 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout/Modifier | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (AIP) | Adjusted ROE | 50% of Financial | Matrix vs S&P 500 Utilities 10yr | 14.7% | Financial factor 2.00 | Cash, paid current year . |
| Annual Incentive (AIP) | Adjusted EPS Growth | 50% of Financial | Matrix vs S&P 500 Utilities 10yr | 8.2% | Included in 2.00 | Cash, paid current year . |
| Annual Incentive (AIP) | Operational (FPL + NEER) | 50% | Benchmarked to industry | FPL 1.65; NEER 1.59 | Operational factor 1.62 | Cash, paid current year . |
| Annual Incentive (AIP) | Overall Rating | — | — | 1.81 | AIP payout 181% | — . |
| Long-Term Performance Shares (2022–2024 cycle) | 3-yr Adjusted ROE & EPS Growth | 80% | Relative vs S&P 500 Utilities 10yr | Top tricile performance | Factor 2.00 | 3-yr performance period; PSA payout . |
| Long-Term Performance Shares (2022–2024 cycle) | Operational (Safety, Nuclear, Outage, Reliability) | 20% | Pre-set goals | Outperformed | Factor 1.90 | 3-yr performance period . |
| Long-Term Performance Shares (2022–2024 cycle) | TSR Modifier | ±20% | Relative TSR vs top 10 power comps | 25th percentile | 80% modifier | Net PSA payout 158% . |
| Performance-Based RS | Annual Adjusted Earnings Goal | — | Achieve annual adjusted earnings | Achieved to vest | Vests ratably over 3 years | Equity vesting contingent each year . |
| Performance-Based NEP/XPLR Units | Annual Adjusted EBITDA Goal | — | Achieve annual adjusted EBITDA | Achieved to vest | Vests ratably over 3 years | Equity vesting contingent each year . |
| Stock Options | Share price appreciation | — | Exercise price set at grant | — | Intrinsic value only if above strike | 3-year ratable vest; 10-year term . |
Equity Ownership & Alignment
| Ownership Snapshot | 2023 | 2024 | 2025 |
|---|---|---|---|
| Shares Owned | 208,666 | 229,223 | 230,807 |
| Shares Acquirable within 60 days | 230,147 | 271,240 | 245,211 |
| Total Beneficially Owned | 438,813 | 500,463 | 476,018 |
| Phantom/Deferred Shares | 29,069 | 31,593 | 34,382 |
| Restricted Stock Included in Owned | 8,234 | 25,493 | 10,670 |
| Pledging Status | No shares pledged (companywide officers and directors) | No shares pledged | No shares pledged; anti-pledging policy prohibits pledging/margin accounts |
- Stock Ownership Guidelines: Senior executive officers required to hold 3x base salary; compliance window five years. As of Dec 31, 2024, all NEOs except newly hired Bolster met requirements; retention policy requires holding two-thirds of shares acquired until guideline met, and 24-month hold on performance-based restricted stock for senior executives .
- Anti-Hedging/Pledging: Hedging strictly prohibited (options, puts, calls, equity swaps, collars, etc.); pledging/margin accounts prohibited under Trading Policy .
Options and Vesting (Selling Pressure Monitor)
| Grant/Tranche | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 2018 options | 67,588 | 0 | 38.61 | 2/15/2028 |
| 2019 options | 67,100 | 0 | 45.65 | 2/14/2029 |
| 2020 options | 51,044 | 0 | 68.87 | 2/13/2030 |
| 2021 options | 29,231 | 14,615 | 83.95 | 2/11/2031 |
| 2022 options | 15,184 | 30,370 | 75.38 | 2/17/2032 |
| 2023 options | 0 | 33,880 | 75.69 | 2/16/2033 |
- 2023 Option Exercises & Stock Vested: 0 options exercised; 32,094 shares vested (26,364 performance shares; 3,628 performance-based NEE restricted stock; 2,102 performance-based NEP units); $1,929,571 value realized on vesting .
Deferred Compensation & SERP (Skin-in-the-Game, Retirement Accrual)
| Measure | 2020 | 2021 | 2023 | 2024 |
|---|---|---|---|---|
| Registrant Contributions ($) | 93,492 | 97,812 | 112,583 | 122,104 |
| Aggregate Earnings Last FY ($) | 444,335 | 476,888 | (608,110) | 436,351 |
| Aggregate Balance at FYE ($) | 1,985,453 | 2,660,153 | 2,025,614 | 2,584,070 |
| Deferred Compensation Plan Balance ($) | — | — | 106,681 | 119,221 |
- Pension/SERP: NEE maintains a qualified pension and an unfunded SERP with defined benefit and defined contribution components; SERP cash balance “double basic credits” equal to 9–12% of base plus bonus depending on service; fully vested after five years; lump sum available post-termination (subject to 409A) .
Employment Terms
| Provision | Key Terms | Evidence |
|---|---|---|
| Severance Plan (involuntary termination other than for Cause) | Cash severance equal to 2x base + 2x target annual incentive; payable in two annual installments; pro-rata vesting of outstanding equity (payable at end of performance periods, subject to goals); outplacement; cap equal to 6x average of last three years’ base + annual incentive; requires signing release and 2-year non-compete/non-solicit . | |
| Potential Severance (est. at year-end) | 2023: Total $7,948,311; 2024: Total $7,738,526; 2025: Total $9,787,270 (components detailed in tables below) . | |
| Retention Agreements (Change-in-Control) | Double-trigger equity vesting for agreements entered since 2021 (CoC + qualifying termination); no excise tax gross-ups in agreements since 2009 generally; however Mr. Sieving’s Retention Agreement (as of Dec 31, 2023) includes a 280G excise tax gross-up unless total payments are ≤110% of safe harbor (otherwise cut back) . | |
| Change-in-Control (LTI acceleration) | Immediate LTI acceleration (no options for certain NEOs): 2023 total $4,638,952; 2024 total $3,215,767; 2025 total $5,010,075 (performance shares first 50%, restricted stock/units, options where applicable) . | |
| Clawback | Incentive compensation subject to recoupment for financial restatement triggers under Item 402(v) and company policy; expanded 2025 policy specifies “Financial Reporting Measures” and bars indemnification/insurance for recouped amounts . | |
| Trading Policy | Hedging prohibited; pledging/margin accounts prohibited (anti-pledging explicitly in 2025); Rule 10b5‑1 plans required with minimum waiting periods for NEO trades . |
Potential Post-Employment Compensation (Severance Plan – Estimated at Year-End)
| Component ($) | 2023 | 2024 | 2025 |
|---|---|---|---|
| Cash Severance | 3,810,880 | 4,332,600 | 4,332,600 |
| Performance Share Awards | 1,486,070 | 1,268,310 | 1,354,370 |
| Restricted Stock Awards | 622,380 | 433,420 | 575,760 |
| Stock Option Awards | 439,690 | 0 | 348,810 |
| Executive Transition Awards | 1,554,291 | 1,169,196 | 2,732,390 |
| Outplacement/Perqs | 35,000 | 35,000 | 35,000 |
| Cutback under Benefit Cap | 0 | 0 | 0 |
| Total | 7,948,311 | 7,738,526 | 9,787,270 |
Change-in-Control LTI Acceleration (Immediate; No termination assumed)
| Component ($) | 2023 | 2024 | 2025 |
|---|---|---|---|
| 1st 50% of Performance Shares | 3,087,014 | 2,570,274 | 3,478,865 |
| Restricted Stock and Units (NEP/XPLR) | 926,839 | 645,493 | 878,792 |
| Stock Options (accelerated) | 625,100 | 0 | 652,418 |
| Total | 4,638,952 | 3,215,767 | 5,010,075 |
Compensation Structure Analysis
- Pay Mix: Heavy emphasis on performance-based pay (AIP tied to Adjusted ROE/EPS vs S&P 500 Utilities, operational benchmarks; LTI in PSAs with 3-year financial/operational metrics and relative TSR modifier) .
- Metric Rigor: Operational goals targeted at top-decile/quartile industry performance; AIP grid compares to 10-year peer averages, dampening single-year volatility and promoting long-term discipline .
- Discretion: Compensation Committee can apply ±10% individual performance adjustments, used conservatively; 2024 AIP paid at 181% with a 1.81 company rating for Sieving (target 70% of salary) .
- Option Grants: Nonqualified stock options vest ratably over three years; create potential exercise-related selling pressure only if stock trades above strikes; notable unexercisable tranches expiring 2031–2033 .
- Red Flags: Legacy 280G gross-up protection uniquely applies to Mr. Sieving’s Retention Agreement (subject to safe harbor cutback), uncommon in modern best practices; mitigated by corporate policy eliminating gross-ups in agreements since 2009 and double-trigger equity vesting in agreements since 2021 .
Investment Implications
- Alignment and Retention: Strong stock ownership/retention requirements, anti-hedging/anti-pledging, and multi-year PSA framework align Sieving’s incentives with sustained ROE/EPS growth and operational excellence; vesting schedules and non-compete covenants reduce near-term flight risk .
- Near-Term Selling Pressure: 24-month hold on performance-based restricted stock and three-year ratable vesting plus option expiries into 2033 temper supply from insider sales; 2023 showed zero option exercises and routine vesting only .
- Change-in-Control Economics: In a strategic event, Sieving’s immediate LTI acceleration (e.g., $5.0M in 2025 estimates) and severance benefits are material; legacy excise tax gross-up clause (subject to cutback) is a governance watchpoint, though broadly mitigated by updated policies for newer agreements .
- Performance Risk: Long-term TSR modifiers can cut PSA payouts despite strong ROE/EPS performance (2022–2024 PSA payout 158% after a negative TSR modifier), embedding market-relative discipline into realized pay .