Geoffrey S. Martha
Director at NEE
Board
About Geoffrey S. Martha
Geoffrey S. Martha, 55, is an independent director of NextEra Energy (NEE) who joined the Board on July 9, 2024. He serves on the Finance & Investment Committee and is chairman and chief executive officer of Medtronic plc; he holds a B.S. in finance from Pennsylvania State University (highest honors) . The Board has affirmatively determined he is independent under NYSE standards and NEE’s Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic plc | Chairman & CEO | — (CEO/chair currently) | Leads global healthcare technology company; extensive finance, capital markets, global business, technology and manufacturing expertise . |
| Medtronic plc | President | 2019–2020 | Senior leadership of company operations . |
| Medtronic plc | EVP & President, Restorative Therapies Group | 2015–2019 | P&L leadership of major business group . |
| Medtronic plc | SVP, Strategy & Business Development | Joined 2011 | Led corporate strategy and M&A . |
| GE Healthcare | Managing Director, Business Development | 2007–2011 | Led BD for healthcare unit . |
| GE Capital Technology Finance Services | General Manager | 2003–2007 | Commercial finance leadership . |
| GE Capital Vendor Financial Services | SVP, Business Development | 2002–2003 | BD leadership . |
| GE Capital Colonial Pacific Leasing | General Manager | 2001–2002 | Portfolio and operations leadership . |
| Potomac Federal (GE Capital federal financing investment bank) | VP, Business Development | 1998–2001 | BD in federal financing . |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Medtronic plc | Chairman & CEO; Director | 2020 | Only current public board listed; no NEE-related interlocks disclosed . |
Board Governance
| Committee | Role | Meetings in 2024 | Focus Areas |
|---|---|---|---|
| Finance & Investment | Member | 9 | Financing plans; dividend policy; risk in energy trading/marketing; certain capex; oversight of pension, nuclear decommissioning and other investment funds . |
- Independence: Board determined Martha and all 11 non-employee directors are independent under NYSE standards and NEE’s Governance Guidelines .
- Attendance: Board met six times in 2024; each current director attended 100% of Board and assigned committee meetings; all 11 then-current directors attended the 2024 annual meeting .
- Appointment and election: Appointed to the Board July 9, 2024; nominated for shareholder election at the 2025 annual meeting .
- Executive sessions: Independent directors hold executive sessions at each regularly scheduled Board meeting; committees also hold executive sessions .
- Time commitments policy: Governance Guidelines amended Oct 2024 to expressly review directors’ external time commitments annually .
Fixed Compensation
| Year/Policy | Cash Fees ($) | Equity Retainer | Options ($) | Meeting Fees | Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 (Martha actual) | 72,500 | Stock awards FV: 89,716 | 0 | None (no per‑meeting fees since 2023) | 0 | 162,216 |
| 2025 Policy (non‑employee directors) | 145,000 annual retainer | Shares determined by dividing $185,000 by grant‑date close; in 2025 each granted 2,700 shares on Feb 13, 2025 | — | No meeting fees | Chair/Lead retainers: Audit $25k, Nuclear $25k, Other committees $20k, Lead Director $40k | — |
Notes: Directors may defer cash and/or equity compensation; equity generally not transferable until stock ownership guideline met .
Performance Compensation
| Grant Date | Shares | Grant Price ($/sh) | Grant-Date Fair Value ($) | Vesting/Transferability | Notes |
|---|---|---|---|---|---|
| Aug 5, 2024 | 1,170 | 76.68 | 89,716 | Generally not transferable until director meets ownership guideline | Prorated new‑director grant . |
| Feb 13, 2025 | 2,700 | — | — | Generally not transferable until guideline met | Annual equity retainer shares; number based on $185,000 ÷ close . |
Performance metrics tied to director pay: None disclosed; non‑employee directors receive cash retainer and stock grants; no non‑equity incentives or options were awarded in 2024 (all zero in proxy table) .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock with NEE | Related-Party Notes |
|---|---|---|---|
| Medtronic plc | Chairman & CEO; Director | None disclosed | Related Person Transactions section lists items for certain 5% holders; no transactions attributed to Martha; Board affirms his independence . |
Expertise & Qualifications
- Board cites leadership in healthcare technology and financial services; comprehensive experience in commercial finance, business development, portfolio management, and M&A; capital markets, global business, technology and manufacturing; B.S. in finance (highest honors) .
- Board competency matrix highlights directors’ mix of strategy, operations, risk management and IT/cyber experience; Martha contributes public-company CEO experience and strategic/operational leadership to the Finance & Investment Committee’s remit .
Equity Ownership
| As of March 25, 2025 | Shares Owned | Shares Acquirable Within 60 Days | Phantom/Deferred Shares |
|---|---|---|---|
| Geoffrey S. Martha | 3,870 | — | — |
- Group disclosure: All directors, nominees and executive officers as a group owned <1% of outstanding shares; no shares are pledged as security .
- Director stock ownership guidelines: Directors must own NEE stock equal to 7x the cash portion of the annual retainer within six years of initial election; all directors other than Henry (2023), Stahlkopf (2023), and Martha (2024) currently meet the guideline .
- Prohibitions: Policy prohibits short sales, hedging and margin accounts; company maintains a clawback/recoupment policy consistent with NYSE rules .
Governance Assessment
- Positives: Independent director; 100% Board and committee attendance in 2024; Finance & Investment Committee membership aligns with capital markets and M&A background; equity retainer creates alignment; ownership guideline and anti‑hedging policy strengthen shareholder alignment .
- Conflicts/related parties: No related-person transactions disclosed involving Martha; Board re‑affirmed his independence .
- Compensation structure: Balanced cash/equity with no option or performance bonus elements for directors; 2024 compensation prorated appropriately for mid‑year appointment .
- Risk indicators: No pledging; strong attendance; no red flags in proxy regarding legal proceedings or related-party exposure. Watch item: Time commitment as a sitting CEO with one outside public board—mitigated by NEE’s explicit annual review of director time commitments in its Governance Guidelines .