Bob Frenzel
XCEL ENERGYAbout Bob Frenzel
Chairman, President and CEO of Xcel Energy since August 2021 (CEO) and December 2021 (Chairman); age 54; director since 2021. Prior roles include President & COO of Xcel Energy, EVP & CFO of Xcel Energy and Luminant, VP in Goldman Sachs’ Investment Banking Division, and six years as a U.S. Navy nuclear engineering and weapons officer (promoted to Lieutenant Commander in the Navy Reserve), providing deep expertise in energy operations, finance, corporate development, and risk management . Company performance context: Xcel met or exceeded ongoing EPS guidance for 20 consecutive years and has increased its dividend for 22 straight years; 2024 ongoing EPS growth was 4.5% YoY with a 2005–2024 EPS CAGR of 6.0%, while stock price rose 9.1% in 2024 and delivered a 7.1% CAGR from 2005–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Xcel Energy | President & CEO | Aug 2021–present | Leads strategy and execution across regulated utilities amid clean energy transition and capital program |
| Xcel Energy | Chairman of the Board | Dec 2021–present | Combined Chairman/CEO role with Board oversight supported by Lead Independent Director |
| Xcel Energy | President & COO | Mar 2020–Aug 2021 | Led utility operating companies and T&D/natural gas operations |
| Xcel Energy | EVP & CFO | 2016–Mar 2020 | Finance, tax, accounting, corporate development; investor capital stewardship |
| Luminant (EFH subsidiary) | SVP & CFO | 2012–2016 | CFO experience in capital-intensive generation; risk/operations exposure |
| Energy Future Holdings | SVP, Corporate Development, Strategy & M&A | 2009–2012 | M&A and strategic planning in regulated energy |
| Goldman Sachs | VP, Investment Banking | 2002–2009 | Energy/power financial transactions experience |
| U.S. Navy | Nuclear Engineering & Weapons Officer | ~6 years | Nuclear operations discipline; promoted to LCDR in reserves |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Patterson Companies, Inc. | Director | Since 2018 | Health/dental distribution governance; note: Patterson expected to go private in April 2025 |
| Nuclear Energy Institute | Board role | Current | Industry policy/technology oversight in nuclear |
| Edison Electric Institute | Board role | Current | Utility industry leadership and policy engagement |
| Institute of Nuclear Power Operations | Board role | Current | Nuclear safety and operations oversight |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 1,200,000 | 1,300,000 | 1,400,000 |
| Non-Equity Incentive Plan (AIP) ($) | 1,985,850 | 1,811,160 | 1,244,600 |
| Stock Awards ($) | 7,000,062 | 18,000,011 | 10,000,015 |
| Total Compensation ($) | 10,318,579 | 21,357,168 (incl. $9,000,011 one-time retention RSUs) | 12,932,063 |
| 2024 Target Pay Mix | Value |
|---|---|
| Base Salary ($) | 1,400,000 |
| Target Annual Incentive (% of Salary) | 140% |
| PSU Target ($) | 7,000,000 |
| RSU Target ($) | 3,000,000 |
| Target Total Direct Compensation ($) | 13,360,000 |
• AIP translation: Target annual incentive = $1,960,000 (140% of $1.4M); 2024 payout $1,244,600 equals 63.5% of target, matching the funding multiplier applied given 2024 ongoing EPS of $3.50 and operational scorecard results .
Performance Compensation
| 2024 Annual Incentive Plan (AIP) KPI | Weight | Threshold | Target | Max | Actual | Payout % |
|---|---|---|---|---|---|---|
| Electric Reliability (SAIDI) | 20% | 100 | 94 | 92 | 100 | 50.00% |
| Public Safety (Gas emergency response) | 20% | 92.0% | 96.5% | 98.5% | 97.5% | 125.00% |
| Employee Safety (culture index) | 20% | 77–79 | 80–82 | 83 | 76 | —% |
| Customer Satisfaction (J.D. Power percentile) | 20% | 30th | 38th | 50th | 32nd | 62.50% |
| Inclusion Index | 10% | 100 | 200 | 300 | 225 | 112.50% |
| Wind Availability (EAF) | 10% | 94.0% | 96.0% | 97.0% | 96.8% | 140.00% |
| Weighted KPI Result | 100% | 72.75% | ||||
| Funding Multiplier (Ongoing EPS) | — | — | — | — | $3.50/share | 63.5% of target |
| 2024–2026 Long-Term Incentive Grants | Units/Terms |
|---|---|
| PSUs – Relative TSR (target units) | 63,022; payout 0–200% based on peer-relative percentile; settled in cash/shares at election |
| PSUs – CO2 reduction (target units) | 47,266; payout 0–200% based on reduction vs 2005 baseline in 2026; settled in shares |
| RSUs (service-based) | 47,267; vest Dec 31, 2026; dividend equivalents accrue and pay on vest |
| 2022–2024 PSU Outcomes (vested Feb 25, 2025) | Frenzel Earned |
|---|---|
| TSR PSU payout | 47.5%; 26,771 shares (incl. dividend equivalents); value realized $1,894,873 at $70.78 |
| CO2 PSU payout | 200%; 67,634 shares (incl. dividend equivalents); value realized $4,787,110 at $70.78 |
| 2022–2024 RSUs vested | 22,545 shares; value $1,595,729 at $70.78 |
LTI redesign for 2025–2027 adds operational risk focus: PSU weights 30% Financial (EPS change from 2024 baseline $3.55), 30% Emissions reduction, 20% Nuclear operations ratings, 20% Wildfire mitigation; plus TSR modifier ±30%, cap 200% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Common Shares | 347,331 |
| % of Shares Outstanding | ~0.06% (347,331 / 576,010,585) |
| Pledging/Hedging | Prohibited for executives and directors; no shares pledged |
| Ownership Guidelines | Required multiples of salary; all NEOs achieved or on track by deadlines |
| Deferred Comp (2024) | Executive contribution $98,000; company match $44,500; aggregate balance $654,393 |
| Outstanding Equity Awards at 12/31/2024 | Units | Vest/Measure |
|---|---|---|
| RSUs (2023 grant + div eq.) | 27,311 | Vest Dec 31, 2025 |
| RSUs (2024 grant + div eq.) | 48,625 | Vest Dec 31, 2026 |
| Retention RSUs (Oct 25, 2023) | 158,081 | 33% vests Feb 28, 2027; 67% vests Feb 29, 2028 |
| PSUs (2023 TSR + div eq.) | 68,276 | Measure Dec 31, 2025 |
| PSUs (2023 CO2 + div eq.) | 81,932 | Measure Dec 31, 2025 |
| PSUs (2024 TSR + div eq.) | 64,833 | Measure Dec 31, 2026 |
| PSUs (2024 CO2 + div eq.) | 97,248 | Measure Dec 31, 2026 |
Insider selling pressure windows: service RSUs vest Dec 31, 2025 and Dec 31, 2026; significant PSU settlements expected in early 2026 (2023 cycle) and early 2027 (2024 cycle), with potential share delivery/cash settlement per election, subject to trading windows and pre-clearance .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Contract | None for CEO or executive officers |
| Severance (without cause) | Lump sum = base salary + target AIP; for Frenzel: $3,360,000 |
| Change-in-Control (CIC) | Double-trigger; severance multiplier up to 3×; Frenzel’s CIC severance payment $10,080,000 (3× base+target AIP) |
| Benefits Continuation & Matches | CIC: medical/dental/life continuation + deferred comp matching (illustrative values: $59,553 + $168,000 for 3 years); involuntary w/o cause: $19,851 + $56,000 for 1 year |
| Equity on CIC | Immediate vesting; PSUs/RSUs paid at target in cash (value shown: $30,837,437) |
| Death/Disability | Equity accelerates; death equity value example $21,145,764 |
| Non-Compete/Non-Solicit | 1 year to receive benefits, subject to applicable law |
| Clawback | SEC/Nasdaq-compliant recovery for restatements; additional misconduct clawback; no incidents in 2024 |
| Insider Trading | Trading windows, pre-clearance; hedging and pledging prohibited |
| Perquisites | Executive physicals and financial planning reimbursements; e.g., 2024 financial wellness $12,480 |
Board Governance
• Board service: Director since 2021; Chairman since December 2021; not independent (all other directors are independent); serves on no board committees .
• Combined Chairman/CEO structure annually reviewed; Lead Independent Director (Kim Williams until May 2025; Patricia Kampling succeeding) with robust duties including agenda approval, executive sessions, succession planning, and investor engagement .
• Board composition and practices: 93% independent; average attendance ~99%; 6.85 years average tenure; annual elections by majority vote; proxy access; no supermajority provisions; strong risk oversight across wildfire, nuclear, cybersecurity, pipeline safety .
Director Compensation and Ownership
• Director stock ownership guidelines apply to non-employee directors; executives have separate guidelines; no pledging; director compensation detailed in proxy, but Frenzel receives executive compensation rather than non-employee director pay .
Compensation Peer Group (2024)
| Peer Companies (tickers) | Market Context |
|---|---|
| Ameren (AEE), AEP (AEP), CenterPoint (CNP), Consolidated Edison (ED), Dominion (D), DTE (DTE), Duke (DUK), Edison Intl (EIX), Entergy (ETR), Eversource (EVR), Exelon (EXC), FirstEnergy (FE), NextEra (NEE), PPL (PPL), PSEG (PSEG), Sempra (SRE), Southern (SO), WEC Energy (WEC) | Median revenue $15.055B vs Xcel $15.310B; median market cap $27.977B vs Xcel $32.706B (Dec 2023) |
Target pay opportunities set around peer median, with GCN Committee discretion based on scope, retention, succession and market .
Say-on-Pay & Shareholder Feedback
| Year | Approval % |
|---|---|
| 2021 | 95% |
| 2022 | 94% |
| 2023 | 95% |
| 2024 | 79% (investor concerns solely related to retention RSUs to certain NEOs; core design maintained) |
Next advisory vote scheduled per Board policy; proposal included in 2025 proxy and recommended “FOR” by Board .
Track Record, Value Creation, and Risk Indicators
• Long-term execution: EPS and dividend growth track record; capital plan of $45B (2025–2029) to modernize grid while keeping bills low and enabling clean energy; data center load growth strategy; Sherco Solar online in late 2024 .
• Risk oversight: Enhanced frameworks in 2024 (wildfire, nuclear operations, cybersecurity, pipeline safety); Monticello nuclear operations extended to 2050 .
• Event disclosure: Xcel Energy distribution assets appeared involved in ignition of Smokehouse Creek Fire in Texas; response and mitigation plans described, indicating ongoing wildfire risk focus .
Compensation Structure Analysis
• Equity-heavy and at-risk mix: ~90% of CEO total direct compensation variable at target; LTI 75% of CEO target TDC with majority PSUs tied to TSR and carbon goals—aligns with long-term shareholders and sustainability .
• AIP funding discipline: Financial performance gate; 2024 ongoing EPS at low end ($3.50) triggered 63.5% multiplier and no “superior EPS” add-on, compressing cash incentive .
• LTI evolution: 2025–2027 adds nuclear and wildfire metrics with TSR modifier, improving operational risk alignment; cap 200% to mitigate excessive payouts .
• Retention RSUs: One-time CEO retention RSUs in 2023 ($9,000,011) increased guaranteed equity; investors flagged RSUs to certain NEOs in 2024 (79% support), but GCN Committee maintained core program design .
Compensation Committee and Advisors
• GCN Committee members: Christopher Policinski (Chair), Richard O’Brien, Megan Burkhart, Kim Williams, Patricia Kampling .
• Independent consultant: Meridian Compensation Partners; assessed independence; supports peer benchmarking and program design .
Investment Implications
• Alignment: Strong pay-for-performance architecture with multi-year PSUs tied to TSR and decarbonization; new LTI metrics add operational risk levers (nuclear, wildfire), potentially improving risk-adjusted execution quality .
• Near-term trading signals: Material equity vesting windows Dec 31, 2025 and Dec 31, 2026 for RSUs; PSU settlements early 2026 and 2027 may create discretionary share sales/cash elections; hedging/pledging prohibited; ownership guidelines in force .
• Retention/CIC risk: CEO covered by 3× CIC severance with immediate equity vesting at target ($30.84M equity value modelled), implying heightened takeover sensitivity but governance mitigants via double-trigger .
• Governance: Combined Chair/CEO balanced by Lead Independent Director with robust responsibilities; board independence (93%) and attendance (99%) support oversight; clawbacks compliant and no 2024 incidents .