Megan Burkhart - Director | XCEL ENERGY (XEL) Executive Profile & Compensation

About Megan Burkhart

Independent director at Xcel Energy (XEL) since 2022; age 53. Senior Executive Vice President and Chief Administrative Officer at Comerica Incorporated; previously served as EVP/CHRO and held multiple HR leadership roles since joining Comerica in 1997. Board-identified skills include human capital management and executive compensation, risk management, regulated industry experience, and customer/community perspective. She is independent under Nasdaq/SEC standards and serves on the Audit and Governance, Compensation & Nominating (GCN) Committees .

Past Roles

Organization	Role	Tenure	Committees/Impact
Comerica Incorporated	Senior EVP, Chief Administrative Officer	Jan 2023–present	Oversees HR, DEI, corporate affairs (sustainability, communications, external affairs), and EXCELLENCE risk culture program; member of Management Executive Committee
Comerica Incorporated	EVP, Chief Human Resources Officer	2010–Jan 2023	Executive compensation, human capital oversight
Comerica Incorporated	SVP, Director of Compensation	2007–2010	Executive comp design and governance
Comerica Incorporated	First VP, HR Director, Credit & Corporate Staffs	2004–2007	HR leadership for corporate/staff groups

External Roles

Organization	Role	Tenure	Notes
Austin Street Center (nonprofit)	Board member	Not disclosed	Community affiliation; Leadership Dallas Class of 2016
Public company boards	—	—	None

Board Governance

Committee assignments: Audit and GCN (Compensation & Nominating); not a chair. In 2024 there were 5 Audit, 4 GCN, 5 Finance, and 4 ONES meetings .
Independence: All directors except the CEO are independent; Audit and GCN require additional independence criteria, which members meet .
Attendance: Board met 5 times in 2024; independent directors held executive sessions at all 5. All directors met the 75% attendance threshold; average attendance ~99% with 11 directors at 100% .
Lead Independent Director: Responsibilities include agenda approval, liaison with management, shareholder engagement, and succession planning. Transition from Kim Williams to Patricia Kampling at the 2025 annual meeting .
Board refreshment: 15-year term limit; mandatory retirement at 72, reinforcing refreshment discipline .
Shareholder rights and policies: Majority voting, annual elections, proxy access, no supermajority; hedging prohibited and pledging restricted for directors/executives .
Related-party oversight: No related person transactions required review in 2024 .
Compensation committee process: GCN uses Meridian as independent consultant; no conflicts; Meridian reports directly to GCN .

Fixed Compensation (Director)

Component (2024)	Amount	Notes
Annual equity grant	$170,000	3,061 shares or stock equivalent units (SEUs); granted first business day after 2024 annual meeting
Cash retainers and fees	$135,000 (deferred)	Burkhart elected to defer $135,000 cash into SEUs and received a 20% premium per program rules
SEU deferral premium	$27,000	20% premium on deferred cash; combined with equity grant equals stock awards reported
Total reported (stock awards)	$332,000	Director Compensation Table shows $332,000 for Burkhart; fees column shows “—” due to deferral to SEUs

Director compensation structure: Directors may elect to defer cash retainers into SEUs (with 20% premium). Annual equity is a fixed-value grant; directors receive 25% of annual pay each quarter; no meeting fees; no director retirement benefits .

Performance Compensation (Director)

Performance Linkage	Status	Detail
Performance-based metrics in director pay	Not used	Director equity is fixed-value; no PSUs/options for directors
Change-in-control treatment (director SEUs)	Accelerates	SEU distributions accelerate upon change in control, disability, or death

Other Directorships & Interlocks

Company	Role	Committee/Interlock	Status
—	—	—	No current other public company boards; reduces interlock risk

Expertise & Qualifications

Area	Evidence
Human capital and executive compensation	CAO/CHRO roles at Comerica; XEL skills matrix flags “Human Resources Management and Executive Compensation”
Risk management and regulated industry	Oversees risk culture program at Comerica; XEL skills include “Risk Management” and “Regulated Industry”
ESG/sustainability and corporate affairs	Oversees corporate sustainability/communications/external affairs at Comerica
Customer/community perspective	Skills include “Customer & Community”; nonprofit board service

Equity Ownership

As of	Beneficial Common Shares	Restricted Stock	Total Beneficial Shares	Stock Equivalents (SEUs)	Notes
Dec 31, 2024	—	—	—	14,659	SEUs fluctuate with stock price; dividends accrue as additional SEUs
Mar 24, 2025	0	—	0	14,779	None of directors’/officers’ shares are pledged

Ownership as % of outstanding: 0.00% (0 beneficial common shares out of 576,010,585 outstanding) .
Director stock ownership guidelines: 7x annual cash retainer in common stock or equivalents within 5 years; all directors with target dates on or before Dec 31, 2024 met the guideline .
Hedging/pledging: Hedging prohibited; pledging restricted for directors and executives .

Governance Assessment

Strengths for investor confidence
- Independence and committee placement on Audit and GCN, aligning her HR/comp and risk skillset with key oversight responsibilities .
- High board engagement (99% average attendance; executive sessions at all meetings) and strong shareholder rights (majority voting, proxy access, no supermajority) .
- Robust policies: SEC/Nasdaq-compliant clawback (amended 2023), hedging ban, and restricted pledging; no related-party transactions in 2024 .
- Director pay deferral into SEUs with 20% premium increases equity alignment; Burkhart deferred $135,000 in 2024 .
Watch items
- Say-on-pay support fell to 79% in 2024 due to investor concern over one-time retention RSUs for certain NEOs; as a GCN member (and signatory to the Compensation Committee report), Burkhart is part of the oversight responding to this feedback. GCN maintained core program design while noting historically strong prior support (95%/94%/95% in 2023/2022/2021) .
- Director equity is fixed-value without performance conditions; while standard for utilities, it does not add performance linkage, though equity weighting and SEU deferrals support alignment .
Committee landscape and effectiveness
- GCN responsibilities include executive/director compensation, CEO evaluation, governance policies, sustainability oversight, and use of independent consultant Meridian (no conflicts) .
- Audit responsibilities cover financial reporting, compliance, Code of Conduct, risk oversight, and auditor independence/performance .
- Chairs (for context): Audit—George Kehl; ONES—Charles Pardee; Finance—Richard O’Brien; GCN chaired by Christopher Policinski (through 2025 cycle) .
Board structure and refresh
- Lead Independent Director role is well-defined; transition to Patricia Kampling enhances continuity. Term limits (15 years) and retirement age (72) support refreshment .

Director Compensation (detail reference)

2024 Director Compensation Table: Burkhart total $332,000 (all in stock awards due to deferral), with $135,000 cash retainer deferred into 2,732 SEUs; other directors show varying cash/equity mixes; annual equity grant was ~$170,000 (3,061 shares/SEUs) .

SAY-ON-PAY & SHAREHOLDER FEEDBACK

2024 say-on-pay approval: 79% (down from 95%/94%/95% in prior years) due primarily to retention RSUs for certain NEOs; company conducted outreach to shareholders representing ~50% of outstanding shares; core design maintained; GCN to continue monitoring .

RELATED PARTY TRANSACTIONS

None requiring review under the company’s related person transaction policy for 2024 .

CLAWBACKS, HEDGING, PLEDGING

SEC/Nasdaq-compliant clawback adopted (restatement-triggered) plus broader misconduct clawback; hedging prohibited; pledging restricted; no pledge positions for directors/officers reported .