Mark E. Hickson
About Mark E. Hickson
Mark E. Hickson, 58, has served on XPLR Infrastructure, LP’s Board since its establishment in August 2017. He is Executive Vice President, Corporate Development and Strategy at NextEra Energy (since May 2022) and previously served as EVP, Strategy and Corporate Development of XPLR from August 2017 through January 27, 2025. Hickson holds a B.S. in Aerospace Engineering from Texas A&M University and an MBA (with honors) from Columbia University, and previously was a Managing Director in Global M&A at Merrill Lynch & Co.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NextEra Energy | EVP, Corporate Development & Strategy | May 2022–present | M&A, corporate strategy leadership |
| XPLR Infrastructure, LP | EVP, Strategy & Corporate Development | Aug 2017–Jan 27, 2025 | Senior officer for strategy/corp dev at XPLR |
| NextEra Energy | EVP, Corporate Development, Strategy, Quality & Integration | May 2017–May 2022 | Portfolio development, integration leadership |
| NextEra Energy | SVP, Corporate Development, Strategy, Quality & Integration | May 2016–May 2017 | Strategic initiatives leadership |
| NextEra Energy | VP/SVP, Corporate Development and Strategic Initiatives | May 2012–May 2016 | Corporate development roles |
| Merrill Lynch & Co. | Managing Director, Global M&A | 1997–Apr 2012 | Mergers & acquisitions expertise |
| XPLR General Partner Board | Director | Feb 2015–Aug 2017 | Governance of GP before XPLR board establishment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fisker Inc. | Director | Jul 2020–Apr 2024 | EV automaker board service ended Apr 2024 |
Board Governance
- Independence: Hickson is not classified as independent; XPLR’s independent directors are Susan D. Austin, Robert J. Byrne, and Peter H. Kind (all satisfy NYSE and Exchange Act standards).
- Committee assignments: Audit Committee (Byrne—Chair, Kind, Austin) and Conflicts Committee (Kind—Chair, Byrne, Austin); Hickson is not a member of these committees.
- Attendance and engagement: The Board met seven times in 2024; all current directors attended 100% of Board and committee meetings.
- Years of service: Director since August 2017; currently one of seven directors.
- Executive sessions: Regular sessions of independent directors chaired by the Audit Committee Chair; the Board does not have a lead director.
Fixed Compensation
| Component | 2024 Amount | 2025 Policy | Notes |
|---|---|---|---|
| Annual cash retainer (director) | $0 | N/A | Employee directors of the NextEra Energy Group receive no additional compensation for serving as directors at XPLR. |
| Committee chair/member fees | $0 | N/A | Applies to non-employee directors only; not paid to employee directors. |
| Equity retainer (director units) | $0 | N/A | Non-employee directors receive unit grants; employee directors do not receive additional director equity. |
Performance Compensation
- Program: In Feb 2024, the Board approved performance-based restricted common unit awards (“XPLR Awards”) for NextEra Energy executive officers who also serve as officers of XPLR; these awards substituted ~7% of their NextEra long-term performance-based equity on a dollar-for-dollar basis. Awards are NextEra compensation; XPLR is reimbursed by NextEra for grant-date fair value, and XPLR does not incur expense.
- Metric and vesting:
- Performance Objective: Adjusted EBITDA of $900 million (per year).
- Vesting: Would vest ratably in 2025, 2026, 2027 only upon Board certification that adjusted EBITDA ≥ $900 million for each respective year.
- Plan: NextEra Energy Partners, LP 2014 Long Term Incentive Plan.
| Performance Metric | Threshold | Measurement Years | Vesting Condition | Plan/Source |
|---|---|---|---|---|
| Adjusted EBITDA | $900 million | 2025, 2026, 2027 | Vesting each year only if ≥ $900m and certified by Board | 2014 LTIP; reimbursed by NextEra; XPLR bears no expense |
Note: These awards are part of NextEra Energy’s compensation program for its executives who also serve as XPLR officers; individual award recipients are not enumerated in XPLR’s proxy.
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| NextEra Energy (parent-affiliate group) | EVP role; significant related-party arrangements with XPLR | Extensive services/fees and governance influence create potential conflicts; addressed via Conflicts Committee of independent directors. |
| Voting power concentration | NextEra subsidiaries hold 98,781,831 special voting units and 2,337,882 common units (≈52.5% voting power aggregate, subject to voting limitations) | Concentrated control; director election subject to 5% voting limitation and 9.99% “votes cast” cutback mechanics. |
Expertise & Qualifications
- Deep M&A and capital markets background (Merrill Lynch Managing Director, Global M&A).
- Senior corporate development and strategy leadership at NextEra Energy and XPLR.
- Education: B.S. Aerospace Engineering (Texas A&M), MBA with honors (Columbia University).
Equity Ownership
| Metric | As of | Amount | Notes |
|---|---|---|---|
| Units beneficially owned | Feb 24, 2025 | 25,804 | Direct ownership; no options exercisable within 60 days. |
| Ownership as % of outstanding | Feb 24, 2025 | <1% | Each individual director/NEO holds <1%; group <1%. |
| Pledged as collateral | Feb 24, 2025 | None | No units pledged. |
| Hedging policy | Current | Prohibited | Hedging and certain monetization transactions are prohibited by the Trading Policy. |
Recent Insider Transactions (disclosed context)
| Date | Transaction | Security | Amount/Price | Holdings After |
|---|---|---|---|---|
| Feb 20, 2024 | Award of units; tax withholding (NEP legacy filing) | Common Units | +8,600 at $0; -1,099 for taxes at $28.37 | 25,804 units (post-withholding) |
| Jul 5, 2017 | Open-market acquisition (legacy) | Common Units | +3,430 at $25.00 | Not specified here; historical reference |
Potential Conflicts or Related-Party Exposure (structural context)
| Agreement/Service | Counterparty | 2024 Amount | Key Terms/Notes |
|---|---|---|---|
| Management Services Agreement (MSA) | NextEra Energy Management (NEE Management) | ~$7.7 million expense | Annual management fee: greater of 1% of adjusted net figure or $4.0m (inflation-adjusted); IDR fee capped then suspended for 2023–2026. |
| O&M Services (61 wind, 30 solar, 1 storage) | NEOS (NextEra subsidiaries) | ~$51.6 million expense (net of credits) | Fixed fees per MW (wind $800–$3,100; solar $1,500–$1,545; storage $2,500) plus CPI escalator; 20–30 year terms with auto-extension. |
| Administrative Services Agreements (104 entities) | NextEra Energy Resources/subsidiaries | ~$89.8 million expense | Annual fixed fee plus reimbursement of out-of-pocket; auto-extend with termination provisions. |
| Energy Management Agreements (19 entities) | NextEra Energy Marketing (NEM) | ~$1.7 million expense | Agency for sales of energy/capacity/environmental attributes. |
| Genesis Technical Support & Services | NextEra Energy Resources | ~$0.4 million expense | Technical and development services; terminable on notice. |
| Cash Sweep & Credit Support (CSCS) | NextEra Energy Resources | ~$8.2 million expense; ~$35.6 million interest income | Credit support fee based on NextEra borrowing costs; temporary withdrawals of funds permitted; 10-year term with auto-renewal. |
| Development/Construction & Repowering | NextEra affiliates | ~$103.1 million capitalized costs | Repowering terms through 2027: up to 2,400 MW; fee $50/kW upon commercial operation if approved. |
Governance Assessment
-
Strengths
- 100% attendance in 2024 indicates high engagement.
- Robust Conflicts Committee comprised solely of independent directors; clear charters and independence criteria.
- Prohibition on hedging increases alignment with unitholders; no pledging reported.
-
Concerns and RED FLAGS
- Not independent; dual role as NextEra executive plus XPLR director presents inherent conflicts in context of extensive related-party arrangements.
- Concentrated voting power: NextEra subsidiaries control ~52.5% of aggregate voting power (subject to election-specific limitations), which may constrain minority unitholder influence.
- Significant related-party fees and services with NextEra affiliates across MSA, O&M, ASAs, EMAs, credit support, and development/repowering, requiring vigilant Conflicts Committee oversight.
-
Alignment signals
- Direct ownership of 25,804 units (no pledging); however, employee directors do not receive additional director equity retainers, so ownership growth depends on executive compensation programs at NextEra rather than XPLR’s non-employee director policy.
- Independent directors have a unit ownership guideline (≥5x cash retainer) but currently do not meet it and have temporary waivers; guideline does not apply to employee directors like Hickson.