Darryl L. Wilson
Director at NEE
Board
About Darryl L. Wilson
Independent director at NextEra Energy (NEE) since 2018; age 61. Serves on the Audit Committee and the Compensation Committee; not a committee chair . Former GE senior executive with global operating and commercial leadership experience; MBA in Marketing (Indiana University) and BA in Business Administration (Baldwin Wallace College) . Board-determined independent under NYSE standards; all current directors attended 100% of board and assigned committee meetings in 2024, signaling strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Power | Vice President, Commercial | Jun 2017 – Dec 2017 | Senior commercial leadership in power generation business |
| GE Energy Connections | VP & Chief Commercial Officer | Jan 2016 – Jun 2017 | Global commercial management |
| GE Distributed Power | VP & Chief Commercial Officer | Jan 2013 – Jan 2016 | Global commercial management |
| GE Aeroderivative Products | President & CEO | Jul 2008 – Jan 2013 | Led business unit in power generation |
| GE Consumer Products (EMEA & India) | President & CEO | (prior to 2008; dates not specified) | International P&L leadership based in Budapest and London |
| GE Consumer & Industrial (Asia-Pacific & India) | President & CEO | (prior to 2008; dates not specified) | International P&L leadership based in Shanghai |
| BP North America | Executive roles in operations and distribution | 6 years (dates not specified) | Progressive leadership roles |
| Federal Reserve Bank (Houston Branch – Dallas Fed) | Chairman of the Board (former) | (not specified) | Finance/financial markets oversight experience |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Eaton Corporation plc | Director | 2021 | Public company board |
| Primerica, Inc. | Director | 2024 | Public company board |
| Solventum Corp. | Director | 2024 | Public company board |
Board Governance
- Committee assignments: Audit Committee (8 meetings in 2024) and Compensation Committee (4 meetings in 2024); all members independent; Audit members financially literate under NYSE/SEC .
- Independence: Board affirmed Wilson (and all 11 non-employee directors) are independent under NYSE standards and Governance Guidelines .
- Attendance: “Each current director attended 100% of the total number of Board meetings and meetings of the committees on which he or she served during 2024” (Board met 6 times) .
- Risk oversight evolution: Audit Committee charter expanded in Feb 2025 to include risk oversight of AI; Governance & Nominating charter (May 2024) to oversee material environmental/social risks and ESG framework .
- Shareholder sentiment: Say-on-pay approval 88.8% (2024) and 88.1% (2025); director nominees (including Wilson) routinely elected with strong support (Wilson: 97.7% of votes cast for in 2024; 98.1% in 2025) .
Fixed Compensation
| Component | 2024 Amount | 2025 Structure/Detail |
|---|---|---|
| Annual cash retainer | $145,000 (Wilson) | $145,000 for non-employee directors (effective Jan 1, 2025) |
| Equity retainer (common stock) | $185,555 grant date fair value; 3,240 shares at $57.27 on Feb 15, 2024 | $185,000 target; 2,700 shares granted on Feb 13, 2025; generally not transferable until ownership guideline met |
| Committee chair fees | N/A for Wilson | $25,000 (Audit, Nuclear) or $20,000 (other committees) if chair; Lead Director $40,000 |
| Meeting fees | None (eliminated beginning 2023) | None |
| All other compensation | $0 (Wilson) | Matching gifts program available (policy-level disclosure) |
Notes: Directors may defer cash/equity retainers; travel on company aircraft permitted under limited, low-incremental-cost circumstances; expenses reimbursed .
Performance Compensation
| Equity Award Mechanics (Directors) | Grant Date | Shares | Per-Share Reference | Grant Date Fair Value | Vesting/Transferability |
|---|---|---|---|---|---|
| Annual equity retainer (2024) | Feb 15, 2024 | 3,240 | $57.27 | $185,555 | Shares generally not transferable until ownership guideline is met; dividends paid in cash; dividends on deferred shares credited to Deferred Compensation Plan |
| Annual equity retainer (2025) | Feb 13, 2025 | 2,700 | (not stated) | $185,000 (target) | Shares generally not transferable until ownership guideline is met |
Directors at NEE do not receive options, PSUs, or cash “bonus” incentives; non-employee director pay is a mix of fixed cash retainer and time-based common stock intended to align interests with shareholders .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts Noted by NEE |
|---|---|---|---|
| Eaton Corporation plc | Director (since 2021) | Not disclosed in NEE proxy | None disclosed for Wilson; Board confirms his independence |
| Primerica, Inc. | Director (since 2024) | Not disclosed in NEE proxy | None disclosed for Wilson; Board confirms his independence |
| Solventum Corp. | Director (since 2024) | Not disclosed in NEE proxy | None disclosed for Wilson; Board confirms his independence |
The only related-person consideration disclosed involved another director (Camaren); no Wilson-related transactions are flagged, and directors are subject to anti-hedging/anti-pledging policy .
Expertise & Qualifications
- Extensive leadership and international experience in operations, commercial management, global manufacturing, and M&A from senior roles at GE businesses; energy industry exposure across power generation and industrial products .
- Finance/financial markets experience via prior chair role at the Houston Branch—Dallas Federal Reserve Bank and service on audit/investment committees of other boards .
- Educational credentials: MBA (Indiana University, Marketing); BA (Baldwin Wallace College) .
Equity Ownership
| Metric | Mar 26, 2024 | Mar 25, 2025 |
|---|---|---|
| Shares owned (beneficial) | 18,326 | 21,037 |
| Shares acquirable within 60 days | — | — |
| Total beneficial ownership | 18,326 | 21,037 |
| Phantom/deferred shares | 1,001 | 1,029 |
| Shares pledged as collateral | None (company-wide disclosure for directors/officers) | None (company-wide disclosure for directors/officers) |
| Shares outstanding (for context) | 2,058,580,718 (as of 3/25/2025) | 2,058,580,718 (as of 3/25/2025) |
| Ownership as % of shares outstanding (approx.) | — | ≈0.0010% (21,037 ÷ 2,058,580,718) |
Director stock ownership guidelines: Directors must own NEE stock equal to 7x the annual cash retainer within six years; as of Mar 25, 2025, all directors other than Henry, Stahlkopf, and Martha meet the guideline—implying Wilson is in compliance .
Governance Assessment
- Board effectiveness and independence: Wilson serves on two core oversight committees (Audit, Compensation), both fully independent; Audit members financially literate—supports robust financial and pay oversight .
- Engagement: 100% attendance in 2024 and participation noted in Audit Committee and Compensation Committee reports—strong signal of engagement .
- Shareholder alignment: Compensation mix is cash retainer plus common stock; ownership guideline is stringent (7x cash retainer), with Wilson meeting the requirement; no pledging allowed; anti-hedging policy applies to directors .
- Market confidence signals: Consistent high support for NEE’s say-on-pay (88.8% in 2024; 88.1% in 2025) and strong re-election support for Wilson (97.7% in 2024; 98.1% in 2025) reinforce investor confidence in board oversight and compensation practices .
- Time-commitment risk mitigants: Wilson sits on three other public boards (Eaton, Primerica, Solventum), but NEE formally tightened time-commitment oversight in 2024, and Wilson’s 100% attendance mitigates overboarding concerns at NEE .
- Conflicts/related-party exposure: Board re-affirmed Wilson’s independence; no Wilson-specific related-person transactions disclosed; company policies prohibit hedging/pledging and maintain a clawback regime—risk controls appear adequate .
Director Compensation (Detail)
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Change in Pension/Deferred Comp ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 (Wilson) | 145,000 | 185,555 | 0 | 0 | 0 | 0 | 330,555 |
2025 structure: $145,000 cash retainer plus equity valued at $185,000 (2,700 shares granted on Feb 13, 2025); chair/lead director fees as applicable; no per-meeting fees .
Say-on-Pay and Director Election Results
| Proposal | 2024 Result | 2025 Result |
|---|---|---|
| Say-on-Pay (Advisory) | For: 1,385,898,880 (88.8% of votes cast); Against: 173,968,678; Abstain: 12,061,873 | For: 1,388,820,056 (88.1% of votes cast); Against: 187,583,681; Abstain: 9,931,075 |
| Election of Darryl L. Wilson | For: 1,531,008,449 (97.7% of votes cast); Against: 36,369,321; Abstain: 4,551,661 | For: 1,553,402,423 (98.1% of votes cast); Against: 29,621,143; Abstain: 3,311,246 |
RED FLAGS
- None disclosed specific to Wilson. No pledging, no hedging, and independence confirmed; no related-party transactions flagged for him in NEE disclosures .
Summary Implications for Investors
- Wilson’s dual service on Audit and Compensation, 100% attendance, and compliance with robust ownership guidelines support alignment and effective oversight at NEE .
- High re-election and say-on-pay support, along with enhanced risk oversight (including AI) and time-commitment governance, indicate a board responsive to evolving risks and shareholder expectations .