Michael H. Dunne
Executive Vice President, Finance and Chief Financial Officer at NEE
Executive
About Michael H. Dunne
Michael H. Dunne, age 49, was appointed Executive Vice President, Finance and Chief Financial Officer of NextEra Energy, Inc. (NEE) and Florida Power & Light Company (FPL) effective May 22, 2025, after serving as NEE/FPL Treasurer and Assistant Secretary since January 2023 and Vice President, Finance in 2022; previously he was Managing Director in Global Energy & Power Investment Banking at Bank of America (2012–2022) . NEE’s pay-for-performance framework emphasizes multi-year adjusted EPS growth and adjusted ROE, with 2024 adjusted EPS of $3.43 and adjusted earnings of $7.063B, and long-run TSR of 248% over 10 years, underscoring strong alignment with shareholder value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NextEra Energy, Inc. (NEE) | EVP, Finance & CFO | Appointed May 22, 2025 | Oversees enterprise finance, capital allocation, and investor-facing pay-for-performance program execution across NEE and FPL . |
| NEE & FPL | Treasurer; Assistant Secretary | Jan 2023–May 2025 | Managed liquidity, treasury, and capital markets readiness amid large-scale capex programs . |
| NEE | Vice President, Finance | Apr 2022–Dec 2022 | Supported enterprise financial planning during growth and rate case preparation periods . |
| XPLR Infrastructure, LP (affiliate) | Treasurer; Assistant Secretary (incl. GP) | Dec 2022–Feb 2025 (units: Feb 2023–Jan 2025) | Helped align infrastructure portfolio financing with adj. EBITDA performance gates for LTIP awards . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank of America | Managing Director, Global Energy & Power Investment Banking | Jan 2012–Mar 2022 | Led capital markets/advisory for energy sector; deep transactional expertise brought to NEE finance . |
Fixed Compensation
| Component | 2025 Terms |
|---|---|
| Base Salary | $850,000 |
| Target Annual Incentive | 70% of base salary |
Performance Compensation
| Award Type | Target Mix (% of 2025 Equity Target) | 2025 Equity Target ($) | Vesting/Key Terms |
|---|---|---|---|
| Performance Share Awards (NEE LTIP) | 50% | $2,555,000 total equity target | Cliff vest on Dec 31, 2027; under NEE LTIP, PSAs are based on 3-year adjusted ROE & adjusted EPS growth with operational measures and a ±20% relative TSR modifier vs top 10 power peers . |
| Non-qualified Stock Options | 14% | $2,555,000 total equity target | Vest ratably over 3 years; 10-year term; strike set at grant-date closing price; no repricing without shareholder approval . |
| Restricted Stock (NEE) | 31% | $2,555,000 total equity target | Vest ratably over 3 years; NEE practice includes performance-based RS requiring annual adjusted earnings thresholds (e.g., $3.0B for 2024 grants) and two-year post-vest holding for senior executives . |
| Restricted Common Units (XPLR) | 5% | $2,555,000 total equity target | Vest ratably over 3 years; 2024 awards require adjusted EBITDA ≥ $900M each year to vest; distributions repayable if forfeited . |
Notes on PSA performance metrics under NEE LTIP (illustrative targets used in 2024 awards; company-specific metrics at grant can vary):
- Financial matrix targets: 3-year adjusted ROE target 8.4%, adjusted EPS growth target 4.7% .
- Operational measures: OSHA recordables, Nuclear composite index, EFOR, FPL service reliability (each 5% weight) .
- TSR modifier: ±20% vs top-ten power companies by market cap (subset of S&P 500 Utilities) .
Equity Ownership & Alignment
- Stock ownership guidelines: senior executives must hold NEE shares equal to 3x base salary, to be met within five years; unvested RS/PSAs and unexercised options do not count; senior executives must retain performance-based RS for 24 months post-vesting .
- Company trading policy prohibits short sales/hedging (options, swaps, collars) and pledging/margin accounts, reinforcing alignment and reducing adverse trading incentives .
- As of March 25, 2025, the company disclosed that directors, director nominees and executive officers as a group had no shares pledged as security .
Employment Terms
| Term | Key Provisions |
|---|---|
| Severance Plan | If involuntary termination (other than Cause) outside a change-in-control: cash severance equals 2x base salary + 2x target annual incentive (paid in two annual installments); outstanding equity vests pro rata and pays at end of performance periods subject to goals; ancillary benefits (e.g., outplacement); aggregate cap equals 6x average of last 3 years’ base + annual incentive; requires execution of release and adherence to protective covenants . |
| Non-compete / Non-solicit | Two-year non-compete and non-solicit required for Severance Plan benefits; violations subject to repayment/forfeiture . |
| Change-in-Control Retention Agreement | Dunne participates in an executive retention employment agreement; NEE CIC framework provides a three-year protection period; agreements entered since 2021 require double-trigger for equity acceleration (CIC + qualifying termination). Typical CIC cash severance equals 3x base + annual incentive, plus potential incremental nonqualified SERP value and continued benefits/perquisites; PSAs accelerate 50% at CIC (with modifier) and remaining 50% at first anniversary subject to continued employment or qualifying termination; definitions of CIC include ≥20% voting power acquisition, board composition change, qualifying merger/sale, or shareholder-approved liquidation . |
| Clawback | NYSE-aligned incentive compensation recoupment for current/former executive officers upon an accounting restatement (Triggering Event) to recover amounts above what would have been paid post-restatement; no insurance/indemnification against clawback . |
| Anti-hedging/pledging | Prohibited for insiders under the Securities Trading Policy (short-term/speculative transactions, margin accounts, pledging collateral) . |
Performance Compensation (detail)
| Metric | Weighting | Target (illustrative from 2024 awards) | Actual/Payout (company-wide last cycle) | Vesting |
|---|---|---|---|---|
| Adjusted ROE (3-yr) | Part of 80% financial matrix | 8.4% | 2022–2024 cycle: financial matrix at top tricile → 200% component payout; TSR modifier at 25th percentile reduced total to 158% . | PSAs pay Feb following performance period (2024 cycle paid in Feb 2025) . |
| Adjusted EPS Growth (3-yr) | Part of 80% financial matrix | 4.7% | See above (combined with ROE) . | See above . |
| Operational measures (safety, nuclear, EFOR, FPL reliability) | 20% combined | Various (e.g., OSHA recordables 1.16, nuclear 93.6, EFOR 6.4%, FPL minutes 140.1) | 2022–2024 cycle operational payout 190% . | See above . |
| TSR Modifier vs top-ten power | ±20% | Linear between 25th–75th percentiles | 2022–2024 TSR −13.02% (8th of 10) → 0.80x modifier . | Applied to PSA payout . |
Investment Implications
- Compensation alignment: As CFO, Dunne’s equity-heavy package (PSAs 50% of target equity, plus RS/options) ties realizable pay to multi-year ROE/EPS growth, operational excellence, and relative TSR, strengthening long-term alignment with shareholders .
- Selling pressure: Two-year post-vest holding for performance-based RS and anti-hedging/pledging policies reduce near-term selling pressure; options vest over three years, and PSAs cliff-vest at Dec 31, 2027, shaping a measured liquidity profile .
- Retention and transition risk: Participation in Severance Plan and CIC retention agreement (with double-trigger equity vesting and robust cash severance) plus enhanced SERP credits incentivize continuity but create potential parachute costs in a CIC scenario; net effect reduces voluntary departure risk during strategic cycles .
- Company execution backdrop: NEE’s track record—company-record adjusted earnings/EPS in 2024, top-decile adjusted ROE/EPS growth leadership, and 10-year TSR of 248%—supports the pay-for-performance regime under which Dunne’s incentives will be measured .