John W. Ketchum
About John W. Ketchum
John W. Ketchum, 54, is Chairman of the Board of XPLR Infrastructure, LP and has served as a director since August 2017. He previously served as XPLR’s Chief Executive Officer from March 2022 to January 27, 2025, President from March 2019 to March 2022, and Chief Financial Officer from August 2017 to March 2019. He holds a B.A. in economics and finance (magna cum laude) from the University of Arizona and a J.D. and LL.M (Taxation) from the University of Missouri–Kansas City; he completed Stanford’s Emerging CFO program. Core credentials include substantive experience in operations, strategic planning, risk management, M&A, finance, and financial reporting gained across senior roles at NextEra Energy and XPLR.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| XPLR Infrastructure, LP | Chairman of the Board | Listed as current role in 2025 proxy | Board leadership; executive sessions feedback flows via Audit Chair; no lead director. |
| XPLR Infrastructure, LP | Chief Executive Officer | Mar 2022 – Jan 27, 2025 | Oversaw operations; also served as CEO of general partner since Mar 2022. |
| XPLR Infrastructure, LP | President | Mar 2019 – Mar 2022 | Led growth initiatives at partnership. |
| XPLR Infrastructure, LP | Chief Financial Officer | Aug 2017 – Mar 2019 | Finance leadership and reporting. |
| XPLR General Partner Board | Director | Since Mar 2022 | Governance link between GP and LP. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NextEra Energy, Inc. (NEE) | Chairman, President & CEO | Chairman since Jul 2022; President & CEO since Mar 2022 | Also previously EVP & CFO; senior finance and operations roles. |
| Florida Power & Light Company (NEE subsidiary) | Chairman | Since Feb 2023 | FPL has no publicly traded stock. |
| NextEra Energy Resources, LLC (NEE subsidiary) | President & CEO | Mar 2019 – Mar 2022 | Led world’s largest generator of wind/solar at the time. |
Board Governance
- Independence: The Board affirmed three non-employee directors—Susan D. Austin, Robert J. Byrne, and Peter H. Kind—are independent under NYSE and Exchange Act standards; Ketchum is not classified as independent.
- Committees: Audit Committee (Byrne—Chair; Austin; Kind), each “financially literate” and audit committee financial experts; Conflicts Committee (Kind—Chair; Byrne; Austin), with strict independence criteria and authority to approve related-party conflicts. Ketchum is not listed on these committees.
- Executive sessions: Independent directors meet regularly; sessions are chaired by the Audit Committee chair; Board has no lead director.
- Attendance: Board met 7 times in 2024; all current directors attended 100% of Board and applicable committee meetings—indicating strong engagement.
- Voting and investor engagement: At the April 22, 2025 annual meeting, Ketchum received 66.4% of votes cast “FOR” his election (24,755,500 FOR; 12,514,954 AGAINST), signaling some shareholder dissent relative to peers.
2025 Director Election Voting Results (selected nominees)
| Nominee | FOR | % Votes Cast FOR | AGAINST | ABSTENTIONS | BROKER NON-VOTES |
|---|---|---|---|---|---|
| John W. Ketchum | 24,755,500 | 66.4% | 12,514,954 | 344,225 | 31,617,530 |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Director Cash Retainer (XPLR) | $0 | Directors who are salaried employees of NextEra Energy Group (including Ketchum) do not receive additional compensation for XPLR board service. |
| Director Unit Awards (XPLR) | $0 | Non-employee directors received unit awards; employee directors did not. |
Performance Compensation
| Award Type | Performance Metric | Vesting | Award Treatment/Source |
|---|---|---|---|
| Performance-based restricted common units of XPLR (“XPLR Awards”) | Adjusted EBITDA ≥ $900 million (each year’s certification for 2025, 2026, 2027) | Would otherwise vest ratably in 2025–2027; vesting contingent on annual certification of adjusted EBITDA target | Granted under NextEra Energy’s program; replaces ~7% of execs’ long-term performance-based equity—considered NEE compensation; XPLR reimbursed grant-date fair value; no XPLR expense. |
Note: XPLR did not pay any compensation to its NEOs in 2024; compensation was paid by NextEra Energy and will be disclosed in NEE’s 2025 proxy.
Other Directorships & Interlocks
| Company | Role | Governance/Interlock Considerations |
|---|---|---|
| NextEra Energy, Inc. | Chairman, President & CEO | Significant related-party exposure: NextEra affiliates provide management, O&M, administrative, and energy marketing services; NextEra also holds 100% of special voting units and 1.21% of common units, aggregating ~52.5% voting power (subject to director vote limitations/cutbacks). – |
| Florida Power & Light Company | Chairman | No public stock; role underscores deep integration with NEE operations. |
| XPLR General Partner | Director | Governance link to GP; reinforces potential conflicts managed via Conflicts Committee. |
Expertise & Qualifications
- Extensive leadership in operations, strategic planning, risk management, M&A, finance, and financial reporting (NEE CFO, NEE Resources CEO, XPLR CEO/President/CFO).
- Legal training (former general counsel/secretary at NEE Resources); advanced tax law credentials (LL.M).
- Academic credentials in economics/finance and law; executive education in strategic financial leadership.
Equity Ownership
| Name | Units Owned | Units Acquirable Within 60 Days | Total Units Beneficially Owned | Pledged? |
|---|---|---|---|---|
| John W. Ketchum | 150,256 | 0 | 150,256 | No units pledged; company policy prohibits hedging. |
- Ownership level: Each individual director and all directors/NEOs as a group each owned less than 1% of XPLR units as of Feb 24, 2025.
- Director unit ownership guidelines: Independent directors must own units ≥5× the non-management director annual cash retainer within three years; all independent directors currently do not meet the guideline and received temporary waivers restricting transfer of granted units until compliance is restored (does not apply to Ketchum as an employee director).
Insider Trades
| Period | Insider Buys | Insider Sells | Net |
|---|---|---|---|
| Past 18 months (XIFR/XPLR) | 0 | 0 | 0 |
- Form 4 references exist for XPLR/NEP filings (e.g., filing dated Feb 21, 2024 for period Feb 20, 2024), but detailed transaction amounts for Ketchum were not extracted here.
Governance Assessment
-
Positive signals:
- Independent Audit and Conflicts Committees composed entirely of independent directors with financial expertise; regular executive sessions; full attendance in 2024—supports oversight quality.
- Explicit prohibition on hedging; no pledged shares—aligns incentives and reduces risk.
- Performance-based XPLR Awards linked to a quantitative adjusted EBITDA target (≥$900M) across 2025–2027—ties pay to results (though awards are part of NEE’s program).
-
Conflicts and risk indicators (RED FLAGS):
- Dual role and interlocks: Ketchum simultaneously chairs and leads NEE while chairing XPLR; NEE affiliates are pervasive counterparties (MSA, O&M, ASA, EMA, credit support, construction), creating structural conflicts despite Conflicts Committee safeguards. 2024 related-party expenses: ~$7.7M (MSA), ~$51.6M (O&M, net), ~$89.8M (ASA), ~$1.7M (EMA); ~$8.2M credit support fee; ~$103.1M capitalized development/construction services; interest income ~$35.6M tied to cash sweep—material and ongoing.
- Control features: NextEra’s special voting units and common units aggregate ~52.5% of voting power, although director elections are subject to a 5% of outstanding units voting limitation and a 9.99% votes-cast cutback—unusual mechanics that may complicate governance optics.
- Ownership guideline shortfalls among independent directors (waivers in place)—signals weaker formal ownership alignment at present.
- Shareholder dissent: Ketchum’s 66.4% “FOR” vote is notably lower than other nominees (>85%), indicating investor concern over leadership overlap and conflicts.
Overall: Board committee independence and attendance are strong, but NextEra-related party structures and Ketchum’s overlapping leadership roles present persistent conflict-of-interest risks that warrant close monitoring of Conflicts Committee process rigor, related-party pricing/terms, and responsiveness to investor feedback evidenced in director election vote spreads.