Terrell Kirk Crews II
Executive Vice President, Chief Risk Officer at NEE
Executive
About Terrell Kirk Crews II
Executive Vice President, Chief Risk Officer at NextEra Energy (NEE) since May 6, 2024; previously Executive Vice President, Finance and Chief Financial Officer of NEE and FPL until that date . As CRO, he leads enterprise risk oversight integrated with Board committees and management risk councils . Company performance in 2024: GAAP net income $6.946B, adjusted earnings $7.063B, adjusted EPS $3.43; adjusted ROE 14.7% and adjusted EPS growth 8.2%; 10‑year TSR 248% vs 243% for S&P 500 and 125% for S&P 500 Utilities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NextEra Energy (NEE) | EVP, Chief Risk Officer | Appointed May 6, 2024 – present | Inaugurated CRO role; interfaces with Audit and Finance & Investment Committees on cybersecurity/AI and trading/insurance risk; leads Corporate Risk Management Committee . |
| NextEra Energy (NEE) and FPL | EVP, Finance & Chief Financial Officer | Through May 6, 2024 | Led finance organization across NEE and FPL; compensation metrics tied to ROE/EPS growth and operations met top‑tier industry benchmarks . |
External Roles
- No external public-company directorships disclosed for Mr. Crews in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 630,400 | 730,300 | 730,300 |
| Target Bonus (% of Salary) | 70% | 70% | 70% |
| Annual Incentive Paid ($) | 889,000 | 940,600 | 950,800 |
2024 Annual Incentive determination for all NEOs: Financial 50% (Adjusted ROE 14.7% → factor 2.00; Adjusted EPS growth 8.2%), Operational 50% (FPL 1.65 and NEER 1.59 → blended 1.62), yielding overall performance rating 1.81; Mr. Crews’ award equals 0.70×salary×1.81 = $950,800 .
Performance Compensation
Summary Compensation (multi-year)
| Component | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Stock Awards | 1,317,395 | 2,048,115 | 2,132,490 |
| Option Awards | 264,094 | 391,691 | 391,689 |
| Non‑Equity Incentive (Annual) | 889,000 | 940,600 | 950,800 |
| Change in Pension Value & Non‑Qualified DC Earnings | 103,644 | 204,299 | 227,823 |
| All Other Compensation | 91,662 | 103,552 | 112,415 |
| Total | 3,296,195 | 4,418,556 | 4,545,517 |
2024 Grants and Structures (Equity and Options)
| Award Type | Grant Date | Target | Max | Terms | Grant-Date FV ($) |
|---|---|---|---|---|---|
| Performance Shares (NEE) | 2/15/2024 | 23,074 sh | 46,148 sh | 3‑yr matrix on adjusted ROE/EPS growth + 4 ops metrics; ±20% TSR modifier vs top 10 power cos; cap 200%; vests 12/31/2026 | 1,740,841 |
| Performance‑based Restricted Stock (NEE) | 2/15/2024 | 4,445 sh | 4,445 sh | Annual adjusted earnings gate ≥$3.0B each year; vests 1/3 per year over 2024‑2026 when gate met; dividends paid but forfeiture clawback of dividends if not vest | 254,565 |
| Stock Options (NEE) | 2/15/2024 | 34,755 sh | — | 10‑yr term; exercise price $57.27; vests 1/3 on 2/15/2025, 2/15/2026, 2/15/2027; anti‑repricing without shareholder approval | 391,689 |
| Performance‑based Restricted XPLR Common Units | 2/20/2024 | 4,832 units | 4,832 units | XPLR adjusted EBITDA gate ≥$900M each year; vests 1/3 per year 2024‑2026; distributions subject to repayment if forfeited | 137,084 |
2022–2024 Performance Share Awards (payout)
| Metric | Weight | Result | Factor | Crews Shares |
|---|---|---|---|---|
| 3‑yr Adjusted ROE/EPS growth matrix | 80% | Top tricile | 2.00 | — |
| Operational metrics (safety, nuclear index, outage, reliability) | 20% | 1.90 | 1.90 | — |
| TSR modifier (top 10 power companies) | ±20% | 25th percentile; TSR −13.02% | 0.80 | — |
| Overall payout factor | — | — | 1.58 | 17,906 sh earned |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Shares Owned | 59,111 |
| Shares Acquirable within 60 days (options/deferred) | 87,726 |
| Total Beneficial Ownership | 146,837 |
| Phantom/Deferred Shares | 5,546 |
| Pledging | None; no shares pledged by any directors/officers |
| Ownership Guidelines | Senior execs 3× base salary; compliance required within 5 years |
| Compliance Status | As of 12/31/2024, all NEOs other than Mr. Bolster met/exceeded requirements |
| Retention Policy | Must retain ≥2/3 of shares acquired until guideline met; performance‑based RS must be held 24 months post‑vesting for senior execs |
| Anti‑Hedging / Margin | Company policy prohibits short sales, hedging, margin accounts, and pledging |
Vesting Schedules (Upcoming tranches)
| Instrument | Vesting Dates | Tranche Amounts |
|---|---|---|
| Performance‑based Restricted Stock (NEE) | 2/15/2025; 2/15/2026; 2/15/2027 | 3,361; 2,603; 1,482 shares |
| Performance‑based Restricted XPLR Units | 2/15/2025; 2/15/2026; 2/15/2027 | 2,705; 2,273; 1,611 units |
| Options (2/15/2024 grant, $57.27) | 2/15/2025; 2/15/2026; 2/15/2027 | 11,585 (1/3); 11,585; 11,585 shares; expire 2/15/2034 |
| Options (2/16/2023 grant, $75.69) | 2/15/2025; 2/15/2026 | 8,675 (½); 8,675; expire 2/16/2033 |
| Options (2/17/2022 grant, $75.38) | 2/15/2025 | 8,416 (balance); expire 2/17/2032 |
2024 realized equity: 0 options exercised; vested 2,396 restricted NEE shares ($137,219), 1,183 XPLR units ($33,562), and 17,906 performance shares ($1,228,352); total stock value realized $1,399,132 .
Employment Terms
Severance Plan (non‑CIC)
- Benefits if involuntary termination without cause (or specified resignations): 2× base salary + 2× target annual incentive in two equal annual installments; pro‑rata vesting of equity awards; outplacement; capped at 6× average salary+bonus over last 3 years .
- Estimated payout for Mr. Crews upon qualifying termination at 12/31/2024: Cash severance $2,483,000; performance shares $1,354,370; restricted stock $419,180; stock options $267,940; outplacement/perqs $35,000; total $4,559,490 (assumes target equity performance and $71.69 stock price) .
Change‑in‑Control (Retention Agreement)
- Double‑trigger equity vesting for agreements since 2021; Mr. Crews’ awards do not accelerate on CIC absent termination (double‑trigger) .
- If terminated without cause or for good reason following CIC at 12/31/2024: Cash severance $4,710,435 (≈3× salary+bonus methodology); long‑term incentive awards $6,555,218; continued welfare benefits $85,738; perquisite continuation $75,000; outplacement/legal/relocation $23,750; total $11,450,141; no excise tax gross‑up in his agreement .
Clawback and Trading Controls
- NYSE‑compliant clawback policy for incentive pay linked to financial reporting measures, triggered by accounting restatements; company cannot indemnify clawbacks .
- Trading policy prohibits hedging/derivatives, short sales, margin/pledging for insiders .
Pension and Deferred Compensation
| Plan | 2024 Present Value / Balance |
|---|---|
| Employee Pension Plan (cash balance) | $147,469 present value |
| SERP (defined benefit portion) | $589,012 present value |
| SERP (defined contribution portion) – 2024 Company Credits | $62,981 contributed; $64,458 earnings; $397,603 aggregate balance |
Perquisites (2024)
- Perquisites and other personal benefits total $33,047; includes $25,000 cash allowance in lieu of vehicle program and $5,973 matching gifts; no personal aircraft use cost reported for Mr. Crews in 2024 .
Performance & Track Record
- Company outperformed peers on multi‑year adjusted EPS growth and ROE (ranked #1 vs top 10 U.S. utilities by market cap) and delivered 10‑year TSR of 248% through 12/31/2024 .
- Annual and long‑term incentive frameworks explicitly tie payouts to adjusted ROE, adjusted EPS growth, TSR, safety, nuclear performance, outage rates, reliability, and growth execution, with rigorous benchmarking vs S&P 500 Utilities and industry surveys .
Compensation Structure Analysis
- High variable pay mix: 2024 equity and incentive components ($2.52M stock+options; $0.95M cash incentive) dominate fixed salary ($0.73M), reinforcing pay‑for‑performance .
- Shift to performance shares and performance‑based restricted stock/units with stringent earnings/EBITDA gates and TSR modifier reduces guaranteed compensation and raises at‑risk pay; options have 10‑year terms and are non‑repriced without shareholder approval .
- No tax gross‑ups in CIC agreements (post‑2009 policy), and double‑trigger equity reduces windfall risk in M&A scenarios .
Risk Indicators & Red Flags
- No pledging; anti‑hedging and margin prohibitions reduce misalignment risks .
- Clawback framework and ownership retention requirements mitigate undue risk‑taking and short‑termism .
- CIC protection sizeable but structured via double‑trigger; severance plan includes two‑year non‑compete/non‑solicit covenants to limit competitive transition risk .
- Say‑on‑pay recommended “FOR” by Board, with extensive shareholder outreach and governance enhancements (Lead Director and committee oversight of AI/cyber) .
Investment Implications
- Strong alignment: significant performance‑linked equity, rigorous financial and operational benchmarks, and retention/ownership policies suggest low misalignment risk and reduced forced selling at vest due to 24‑month hold on PBRS for senior execs .
- Retention risk appears contained: double‑trigger CIC terms and robust severance protections incentivize continuity; upcoming vest schedules create predictable windows but anti‑hedging/retention rules limit near‑term selling pressure .
- Execution signal: 2024 PSA payout at 158% despite TSR headwinds indicates strong fundamental delivery; continued focus on ROE/EPS and operational excellence should sustain incentive realizations if benchmarks are met .