John W. Ketchum
About John W. Ketchum
John W. Ketchum, age 54, is Chairman, President and CEO of NextEra Energy (NEE) since March 2022 and Chairman of the Board since July 2022; he also serves as Chairman of Florida Power & Light (FPL) since February 2023 . He holds a BA in economics and finance (University of Arizona), a JD and LLM in Taxation (University of Missouri–Kansas City), and completed Stanford’s Emerging CFO program . Under his leadership, NEE delivered 2024 GAAP net income of $6.946B and company-record adjusted earnings of $7.063B with adjusted EPS of $3.43 ; 10-year TSR reached 248% through 12/31/2024 (1-year 21.5%, 3-year -17.0%, 5-year 33.2%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NextEra Energy Resources (NEER) | President & CEO | Not disclosed (prior to Mar-2022) | Led largest three-year capital investment program, near-doubling of renewables backlog, and ~$5B capital recycling program |
External Roles
| Organization | Role | Years |
|---|---|---|
| XPLR Infrastructure, LP | Chairman of the Board | Since 2017 |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 1,483,333 | 1,575,000 | 1,575,000 |
| Target Annual Incentive (% of Salary) | Not disclosed | Not disclosed | 160% |
| Annual Incentive Paid ($) | 4,500,000 | 4,636,800 | 5,014,800 |
Performance Compensation
Annual Incentive (FY 2024)
| Metric | Weighting | Target | Actual | Payout Factor |
|---|---|---|---|---|
| Adjusted ROE | 25% of total (50% financial combined) | Peer-based matrix | 14.7% | 2.00 |
| Adjusted EPS Growth | 25% of total (50% financial combined) | Peer-based matrix | 8.2% | 2.00 |
| FPL Operational Composite | 25% of total (50% ops combined) | Various (top-decile goals) | 1.65 component; section 50% weighting | Included in 1.62 ops |
| NEER Operational Composite | 25% of total (50% ops combined) | Various (top-decile goals) | 1.59 component; section 50% weighting | Included in 1.62 ops |
| Total Annual Incentive | — | — | — | 181% of target |
Selected operational details (examples):
- FPL O&M costs plan-adjusted: goal $1,275M; actual $1,247M (exceeded top decile)
- FPL service unavailability minutes: goal 49.0; actual 45.7 (exceeded top decile)
- NEER OSHA recordables: goal 0.33; actual 0.15 (exceeded top decile)
Long-Term Incentives
2022–2024 Performance Share Cycle
| Component | Weighting | Result | TSR Modifier | Payout |
|---|---|---|---|---|
| Financial matrix (Adj ROE, Adj EPS) | 80% | 2.00 | — | 200% |
| Operational measures | 20% | 1.90 | — | 190% |
| Relative TSR (top 10 power co. by market cap) | ±20% | 25th percentile; -13.02% | 0.80 | — |
| Overall payout factor | — | — | — | 158% |
Ketchum’s performance shares earned in the 2022–2024 cycle: 128,539 shares .
2024 Equity Grant Mix (NEOs; Ketchum specific row shown)
| Equity Type | Ketchum 2024 Mix (%) |
|---|---|
| Performance Shares | 65% |
| Stock Options | 25% |
| Performance-Based Restricted Stock | 3% |
| Performance-Based Restricted XPLR Units | 7% |
Key 2024 Grants (Ketchum)
| Grant Type | Grant Date | Quantity/Target | Terms |
|---|---|---|---|
| Performance Shares | 02/15/2024 | Target 132,731; Max 265,462 | 3-yr performance; ±20% TSR modifier; cap 200% |
| Performance-Based Restricted Stock | 02/15/2024 | 5,477 shares | Vest 1/3 per year contingent on adjusted earnings ≥$3.0B each year (2024–2026) |
| Performance-Based XPLR Units | 02/20/2024 | 25,660 units | Vest 1/3 per year contingent on XPLR adjusted EBITDA ≥$900M each year (2024–2026) |
| Non-qualified Stock Options | 02/15/2024 | 230,700 options @ $57.27 | 10-year term; vest 1/3 annually from 02/15/2025–2027; no repricing without shareholder approval |
Vesting Schedules (selected)
- Performance RSU (NextEra Energy) vesting lots for Ketchum: 4,350 (2/15/2025), 3,190 (2/15/2026), 1,816 (2/15/2027)
- XPLR units vesting lots for Ketchum: 14,938 (2/15/2025), 12,069 (2/15/2026), 8,554 (2/15/2027)
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Shares owned (direct/indirect) | 317,124 |
| Shares acquirable within 60 days (options/deferred) | 961,184 |
| Total beneficial ownership | 1,278,308 |
| Phantom/deferred shares (SERP) | 28,121 |
| Shares pledged | None (no shares pledged) |
| Ownership guidelines | CEO 7x base salary; senior executives 3x; directors 7x cash retainer; anti-hedging/anti-pledging policies in place |
| Guideline compliance | As of 12/31/2024, all NEOs other than Bolster met requirements |
Insider trading arrangements:
- Ketchum terminated a Rule 10b5-1 plan (sales up to 99,603 shares) on 08/07/2025 and adopted a new Rule 10b5-1 plan for potential sale of up to 99,603 shares through 02/10/2026 . NEE requires NEOs to use Rule 10b5-1 plans with minimum waiting periods to trade .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment status | At-will for all NEOs |
| Severance Plan (involuntary termination outside CoC) | Cash severance = 2x base + 2x target annual incentive; paid in two annual installments; pro-rata vesting of equity at end of performance periods; ancillary outplacement; cap = 6x average last 3 years base + annual incentive; 2-year non-compete/non-solicit required |
| Retention (Change-in-Control) | Double-trigger equity vesting for agreements entered since 2021; no excise tax gross-ups since 2009 (legacy exception for Sieving); accelerated vesting mechanics with two-stage performance share vesting for some NEOs |
| Clawback | Recoupment of incentive comp tied to financial reporting measures upon accounting restatement; no insurance/indemnification for clawed back comp |
| Anti-hedging/anti-pledging | Prohibits hedging derivative transactions and pledging/margin accounts |
Illustrative termination economics:
- Change in control followed by termination (12/31/2024 assumption): Ketchum cash severance $16,301,250; long-term incentive acceleration $35,381,833; executive transition awards $2,348,421; incremental SERP $3,604,476; benefits/perquisites/outplacement estimated $507,338; total $58,143,318 (no excise tax gross-up) .
- Severance Plan termination (outside CoC): Ketchum cash severance $8,190,000; pro-rata LTI items (performance shares $7,791,200; restricted stock $831,420; options $1,778,690); executive transition awards $2,732,390; outplacement/perquisites $35,000; total $21,358,700 .
Board Governance
- Board service: Director since 2022; Chairman since 2022; committees: Executive Committee (Chair) and Nuclear Committee member .
- Independence: CEO is the only non-independent director; 11 of 12 nominees are independent .
- Board leadership structure: Combined Chairman & CEO with strong independent Lead Director (Amy B. Lane); executive sessions each regularly scheduled Board meeting; Lead Director duties include agenda approval, executive sessions, shareholder engagement .
- Attendance: All current directors attended 100% of Board and assigned committee meetings in 2024; Board met six times in 2024 .
- Governance practices: Proxy access (3%/3 years, up to 2 seats or 20%); simple majority voting; no poison pill; clawback and anti-hedging; CEO stock ownership 7x salary .
Dual-role implications:
- Combined Chairman/CEO enhances unified leadership; independent Lead Director structure and annual board evaluations mitigate independence concerns and strengthen oversight, including risk and sustainability oversight .
Compensation Structure Analysis
- Pay mix and rigor: Approximately 89% of CEO target pay is performance-based; 92% of CEO’s actual direct 2024 compensation was performance-based; strong use of multi-year ROE/EPS and operational metrics; clawback and stock ownership/retention reinforce alignment .
- Year-over-year changes: CEO base salary flat from 2023 to 2024 ($1.575M) reflecting committee’s decision to keep target comp flat despite above-peer operational performance .
- Option practices: Options have 10-year term, market strike, vest 1/3 per year; repricing prohibited without shareholder approval .
- Performance shares: 3-year matrix with ±20% TSR modifier; 2022–2024 payout at 158% due to strong ROE/EPS/operations but below-peer TSR .
Equity Ownership & Alignment Detail
| Item | Policy/Status |
|---|---|
| Stock ownership guidelines | CEO 7x base salary; retention of two-thirds of net shares until guideline met; senior executives must retain performance-based RS for 24 months post-vesting |
| Compliance | All NEOs other than Bolster met guidelines as of 12/31/2024 |
| Trading policy | Prohibits short sales, hedging, margin accounts; NEOs required to use Rule 10b5-1 with waiting periods |
Performance & Track Record
- Company performance: 2024 GAAP net income $6.946B; adjusted earnings $7.063B; adjusted EPS $3.43 .
- Long-term value: 10-year TSR 248% vs S&P 500 Utilities 125% and S&P 500 243%; 7-year TSR 117.2% (mixed vs indices); 3-year TSR -17.0% .
- Operational highlights: ~12 GW renewables and storage origination in 2024; ~25 GW year-end backlog at NEER; FPL reliability metrics top decile; smart grid avoided ~800k outages during 2024 hurricanes .
- Strategic initiatives: As NEER CEO, led near-doubling of renewables backlog and ~$5B capital recycling program .
Compensation Committee Analysis
- Committee: All independent; chaired by Kirk S. Hachigian; 4 meetings in 2024; employs FW Cook as independent consultant; annual risk assessment on comp plans .
- Peer groups: Energy services (13 companies) and general industry (20 companies) used for benchmarking; approach emphasizes relative performance vs industry .
Employment & Contracts
- Severance Plan: 2x salary + 2x target bonus; pro-rata vesting; two-year non-compete/non-solicit; plan cap; paid in installments .
- Change-of-Control: Double trigger for equity (agreements since 2021); no excise tax gross-ups since 2009; detailed acceleration mechanics including two-stage vesting for performance shares .
- Deferred comp & pensions: SERP defined benefit and defined contribution components; CEO SERP present value $3,682,003 (DB) and SERP DC aggregate balance $2,015,993 as of 12/31/2024 .
Vesting Schedules and Insider Selling Pressure
- 2024 RS vesting linked to company adjusted earnings ≥$3.0B each year; XPLR units tied to adjusted EBITDA ≥$900M each year .
- Ketchum’s Rule 10b5-1 plans for potential sale of 99,603 shares adopted/terminated in Q3 2025, indicating structured selling that could create periodic supply if executed; consistent with trading policy .
Board Director Service and Independence (for Ketchum as Director)
- Committees: Executive Committee (Chair) and Nuclear Committee member .
- Independence: Non-independent by virtue of CEO role; Board maintains Lead Independent Director and majority independent committees (Audit, Compensation, Finance & Investment, Governance & Nominating) .
- Attendance: 100% Board and committee attendance in 2024 .
Investment Implications
- Alignment: High proportion of at-risk, performance-based pay (≥89% target; 92% actual) and stringent ownership/retention/clawback policies support shareholder alignment and reduce moral hazard .
- Execution vs TSR: Strong ROE/EPS and operational execution yielded above-target incentive payouts, but 3-year relative TSR underperformed peers, moderating PSA payouts via TSR modifier; near-term stock performance sensitivity remains an execution risk for LTI outcomes .
- Selling pressure: Existing Rule 10b5-1 plan for up to 99,603 shares through early 2026 could create episodic supply; however, anti-pledging/hedging and ownership guidelines mitigate adverse alignment concerns .
- Downside protection & retention: Double-trigger CoC, no excise gross-ups, and Severance Plan structure balance retention needs with shareholder-friendly terms; two-year non-compete/non-solicit and pro-rata vesting avoid windfalls .
- Strategic posture: Record adjusted earnings, large renewables backlog, and demonstrated capital recycling under Ketchum’s prior NEER leadership indicate continued value creation potential; governance structures (Lead Director, majority independent committees) mitigate dual-role risks .