Michael H. Dunne
About Michael H. Dunne
Michael H. Dunne, age 49, was appointed to the XPLR Infrastructure, LP (XIFR) Board effective May 22, 2025 as a GP‑appointed director, succeeding Rebecca J. Kujawa; he is Treasurer of NextEra Energy, Inc. (NEE) and Florida Power & Light (FPL) and previously served as Treasurer and Assistant Secretary of XPLR (Feb 2023–Jan 2025) and of the GP (Dec 2022–Feb 2025) . He joined NEE in April 2022 as VP, Finance (Apr–Dec 2022) after a decade as Managing Director, Global Energy & Power Investment Banking at Bank of America (Jan 2012–Mar 2022), bringing deep energy capital markets and corporate finance expertise . As a current NEE officer and GP appointee, he is not classified among XPLR’s independent directors (the Board identified its independent directors for 2024 as Susan D. Austin, Robert J. Byrne, and Peter H. Kind) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NextEra Energy, Inc. (NEE) | Treasurer; Assistant Secretary (NEE) | Since Jan 2023 | Senior corporate finance leadership; treasury oversight for parent company |
| Florida Power & Light (FPL) | Treasurer | Since Jan 2023 | Affiliate treasury leadership (regulated utility) |
| XPLR Infrastructure, LP | Treasurer; Assistant Secretary | Feb 2023 – Jan 2025 | Company officer role prior to board appointment |
| XPLR Infrastructure Partners GP, Inc. (general partner) | Assistant Secretary | Dec 2022 – Feb 2025 | GP corporate officer |
| NextEra Energy, Inc. | Vice President, Finance | Apr 2022 – Dec 2022 | Corporate finance leadership |
| Bank of America | Managing Director, Global Energy & Power Investment Banking | Jan 2012 – Mar 2022 | Energy IB coverage; capital markets and M&A expertise |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| NextEra Energy, Inc. | Treasurer; Assistant Secretary | Yes | Executive role at XPLR’s parent; potential interlock for related‑party oversight |
| Florida Power & Light | Treasurer | No (subsidiary of NEE) | Affiliate executive role |
| Other public company boards | — | — | None disclosed |
Board Governance
- Appointment: GP‑appointed director, effective May 22, 2025; not elected by public unitholders in 2025 proxy slate .
- Independence: Not listed among independent directors; Board determined independent directors for 2024 were Austin, Byrne, Kind (Audit Committee standards also satisfied by those three) .
- Committees: As of the 2025 proxy, Audit Committee = Byrne (Chair), Kind, Austin; Conflicts Committee = Kind (Chair), Byrne, Austin; no committee assignment for Dunne disclosed upon appointment .
- Attendance: The Board met seven times in 2024 and all then‑current directors attended 100% of board and committee meetings; Dunne was not a director in 2024 (appointed 2025) .
- Executive sessions: Independent directors hold regular executive sessions chaired by the Audit Committee chair; Board has no lead director .
Fixed Compensation
| Component | Structure | 2024/2025 Policy Detail | Dunne Applicability |
|---|---|---|---|
| Annual cash retainer (non‑employee directors) | $90,000 | Paid to non‑employee directors; 2025 structure unchanged per proxy disclosure | As a salaried NEE employee serving as director, he receives no additional compensation for XPLR board service (i.e., $0) |
| Committee chair fee (non‑employee) | $15,000 | Audit and Conflicts chair retainers | Not applicable; not a committee chair and employee directors do not receive director fees |
| Meeting fees | Not disclosed | Not applicable/not disclosed | Not applicable |
Directors of XPLR who are salaried employees of the NextEra Energy Group do not receive any additional compensation for serving as a director or committee member .
Performance Compensation
| Equity/Performance Element | Structure | 2024/2025 Detail | Dunne Applicability |
|---|---|---|---|
| Annual equity grant to non‑employee directors | 2024: $150,000 in units; 2025: units equal to $150,000 | 2024 grant: 5,290 units at $28.37 per unit (Feb 20, 2024); 2025 grant date units: 17,630 (Feb 18, 2025) | Not eligible as an employee director (no director equity for salaried NEE employees) |
| Director stock ownership guideline | 5x annual cash retainer (independent directors) | Applies to independent directors; waiver in place until compliant | Not applicable (not independent) |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Interlocks/affiliations | Current NEE and FPL Treasurer; former XPLR Treasurer and GP Assistant Secretary – tight affiliation with parent and affiliates |
| Conflicts governance | Conflicts Committee of independent directors (Kind–Chair, Byrne, Austin) oversees related‑party matters; members must be independent and unaffiliated with GP/affiliates (other than holding XPLR common units) |
| Say‑on‑pay context (shareholder sentiment) | 2025 Say‑on‑Pay: 90.8% FOR; Auditor ratification: 98.1% FOR; directors elected by majority of votes cast (subject to voting caps/cutbacks) |
Expertise & Qualifications
- Capital markets and energy investment banking (10 years as MD, BofA Global Energy & Power IB) .
- Corporate treasury and finance leadership at NEE and FPL; prior service as XPLR Treasurer provides deep familiarity with XPLR’s structure and financing .
- Governance implication: brings balance‑sheet, liquidity, and funding expertise useful for risk oversight and capital allocation; however, affiliation with NEE limits independence .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership at XPLR | As of Feb 24, 2025, the proxy lists beneficial ownership for directors/NEOs; Dunne was not then a director and is not listed in the table . |
| Pledging/Hedging | Company Securities Trading Policy prohibits hedging transactions in XPLR securities; no units are pledged as security for the listed directors/NEOs as of Feb 24, 2025 . |
Governance Assessment
- Strengths:
- Adds seasoned capital markets/treasury expertise highly relevant to XPLR’s financing, distribution policy, and affiliate agreements, potentially enhancing board oversight of liquidity and capital structure .
- Independent Conflicts Committee with defined independence standards provides structural mitigation for related‑party transactions with NEE/affiliates .
- Board engagement/attendance strong in 2024 (100% among then‑current directors) supporting board effectiveness; Say‑on‑Pay passed with 90.8% FOR, signaling investor support for compensation governance in 2025 .
- Risks/Red Flags:
- Not independent: current NEE and FPL Treasurer and GP‑appointed director; potential for perceived or actual conflicts given extensive related‑party arrangements (MSA, O&M, ASAs, EMAs, credit support, repowering agreements) governed by Conflicts Committee .
- Legal overhang: securities class action (filed July 2025) and derivative action (filed Aug 2025) name XPLR, NEE, certain former executives, and certain current/former directors, alleging misleading statements around business model, distributions, and financial arrangements; outcome uncertain and could affect investor confidence and governance processes .
- Director compensation alignment: as an NEE employee, Dunne receives no XPLR director fees or unit grants, limiting direct ownership‑based alignment at XPLR (distinct from independent directors who receive cash and unit retainers) .
Overall signal: Dunne’s appointment strengthens financial oversight capacity but heightens independence and related‑party optics; reliance on the Conflicts Committee’s rigor and transparent disclosures remains critical for investor confidence .