Brian W. Bolster

About Brian W. Bolster

Brian W. Bolster, age 52, has served on XPLR Infrastructure, LP’s Board since May 2024. He previously served as XPLR’s Chief Financial Officer from May 2024 to January 27, 2025, and concurrently as Executive Vice President, Finance and Chief Financial Officer of NextEra Energy, Inc. and Florida Power & Light Company beginning May 6, 2024. He spent nearly 25 years at Goldman Sachs, ultimately as Partner and Head of Natural Resources in the Americas. He holds a B.A. in Government and both an MBA and Juris Doctor from Georgetown University .

Past Roles

External Roles

Board Governance

• Board/Committee structure: XPLR has an Audit Committee (Byrne–Chair, Kind, Austin; all independent and “audit committee financial experts”) and a Conflicts Committee (Kind–Chair, Byrne, Austin; independence and no affiliate ownership except XPLR common units) .
• Bolster committee assignments: Not listed on Audit or Conflicts Committees; no committee chair roles .
• Independence: The Board determined independent directors are Susan D. Austin, Robert J. Byrne, and Peter H. Kind. Bolster is not identified as independent and is a general partner-appointed director .
• Attendance: The Board met seven times in 2024; all current directors attended 100% of Board and applicable committee meetings. Bolster joined in May 2024 and was among current directors with full attendance .
• Executive sessions: Independent directors meet in regular executive sessions chaired by the Audit Committee Chair; no lead director .

Fixed Compensation

• Directors who are salaried employees of the NextEra Energy Group do not receive additional compensation for serving as XPLR directors or committee members. Accordingly, Bolster received no XPLR director cash retainer or unit retainer for 2024, and employee directors do not receive the 2025 non‑employee director retainers (cash $90,000; equity retainer units) .

Performance Compensation

• XPLR Awards program: In Feb 2024, XPLR’s Board approved performance‑based restricted XPLR common unit awards for certain NextEra Energy executives who also are XPLR officers, with vesting contingent on achieving adjusted EBITDA of $900 million in each of 2025, 2026, and 2027; these awards replaced ~7% of 2024 NextEra long‑term performance‑based awards on a dollar‑for‑dollar basis .
• Note on Bolster’s mix at NEE: NextEra Energy’s 2025 proxy discloses Bolster’s 2024 equity mix as 60% performance shares, 20% options, 20% performance‑based restricted stock, and 0% performance‑based restricted XPLR common units (i.e., no XPLR Awards allocation) .

Other Directorships & Interlocks

• Other public company boards: None disclosed for Bolster in XPLR’s proxy .
• Interlocks: Bolster is a senior executive of NextEra Energy and FPL while serving on XPLR’s Board appointed by the general partner, indicating affiliation with the sponsor. Compensation committee interlocks are not applicable because XPLR does not have a compensation committee; during 2024, no interlocks were reported aside from overlapping roles of certain officers noted (e.g., Ketchum) .

Expertise & Qualifications

• Capital markets and M&A expertise from 25 years at Goldman Sachs leading natural resources coverage; finance and management credentials from current CFO roles at NextEra and FPL; legal and business training (JD/MBA) .

Equity Ownership

• Beneficial ownership at XPLR as of Feb 24, 2025: 0 units; no units acquirable within 60 days; no units pledged .
• Director unit ownership policy (independent directors must own ≥5× cash retainer within 3 years) applies to independent directors; all independent directors were granted a temporary waiver and are restricted from transferring granted units until compliance is restored. Bolster is not classified as independent, and the policy is framed for independent directors .

Related‑Party Exposure & Conflicts

• Governance framework: A Conflicts Committee of independent directors (Kind–Chair, Byrne, Austin) determines if conflict resolutions are in the best interests of the Company and unitholders; members must meet strict independence/affiliation limits. Procedures exist for review, approval and ratification of related person transactions .
• Voting control: NextEra Energy subsidiaries hold all special voting units and certain common units for an aggregate ~52.5% of outstanding voting power as of Feb 24, 2025, subject to director election voting limitations/cutbacks .
• Key affiliate transactions and 2024 scale:
  • Management Services Agreement: ~$7.7 million expense .
  • O&M agreements (NEE affiliates): ~$51.6 million expense (net of credits) .
  • Administrative Services Agreements: ~$89.8 million expense .
  • Energy Management Agreements: ~$1.7 million expense .
  • Genesis Technical Support & Services: ~$0.4 million expense .
  • Cash Sweep & Credit Support Agreement: ~$8.2 million expense; ~$35.6 million interest income on temporarily withdrawn funds .
  • Development/Construction/Repowering: Up to 2,400 MW repowering through 2027 at $50/kW development fee; ~$103.1 million capitalized costs in 2024 .
• Policy restrictions: Hedging of Company securities is prohibited under the adopted Trading Policy; amendments to governance/ethics documents were made in Feb 2025 .
• Clawback: XPLR’s 2024 Form 10-K includes an Incentive Compensation Recoupment Policy as Exhibit 97 (recoupment) .

Implication: Bolster’s senior executive roles at the sponsor (NextEra) and lack of independence heighten perceived conflict risk at XPLR; however, a structurally independent Conflicts Committee and formal related‑party transaction procedures exist as mitigants. The extent of affiliate transactions underscores the importance of this committee’s effectiveness .

Director Compensation (Context)

• Non‑employee directors received in 2024: $90,000 cash plus unit awards valued at ~$150,077 (5,290 units at $28.37 on Feb 20, 2024). For 2025, non‑employee directors received $90,000 cash and 17,630 common units (generally non‑transferable until board service ends); committee chairs receive +$15,000. Employee directors (e.g., Bolster) receive no director compensation from XPLR .

Say‑on‑Pay & Shareholder Feedback

• 2025 Annual Meeting results: Say‑on‑pay received 90.8% support; auditor ratification 98.1%; all four nominees elected with large majorities after applying voting limitations/cutbacks .

Equity Ownership & Insider Trades (XIFR)

• Beneficial ownership: Bolster held 0 XPLR units as of Feb 24, 2025 .
• Pledging/Hedging: No units pledged; hedging prohibited by policy .
• Form 4 (XIFR): The Form 4 flow around Feb 18–20, 2025 shows non‑employee directors receiving 17,630 units each; no Form 4 reported for Bolster at XIFR in that cycle (consistent with employee‑director status) .
• Note: Bolster filed Form 4s at NextEra Energy (NEE) in 2025 for NEE equity grants/options consistent with his CFO role .

Governance Assessment

• Strengths for investor confidence:

  • 100% Board attendance in 2024 (indicates engagement) .
  • Independent Audit and Conflicts Committees with financial expertise and clear charters .
  • Prohibitions on hedging and a formal recoupment (clawback) policy in place .
  • Strong say‑on‑pay support (90.8%) in 2025 .

• Risk indicators and potential red flags:

  • Lack of independence: Bolster is a general partner‑appointed director and senior executive of the sponsor (NextEra), heightening conflict‑of‑interest risk in a structure with extensive related‑party transactions .
  • Zero XPLR unit ownership as of record date (limited direct alignment at the partnership level versus sponsor‑level incentives) .
  • High reliance on affiliate services (MSA, O&M, ASA, EMA, repowerings), making Conflicts Committee scrutiny pivotal .

Overall, Bolster brings deep finance and capital markets expertise valuable to XPLR’s capital allocation and financing strategy, but his sponsor executive roles and absence of XPLR unit ownership require robust Conflicts Committee oversight and continued transparency to maintain investor confidence .