Robert J. Byrne
About Robert J. Byrne
Robert J. Byrne, 63, is an independent director of XPLR Infrastructure, LP and has served on the Board since December 2018. He is the Audit Committee chair and a member of the Conflicts Committee; he qualifies as an “audit committee financial expert” and is financially literate under NYSE and SEC standards. Byrne holds a bachelor’s degree, summa cum laude, from the Wharton School (University of Pennsylvania) and an MBA from Harvard Business School, with deep operating and financial experience across electric power, telecommunications, private equity, and investment banking .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Masonite International Corporation (NYSE: DOOR; acquired by Owens Corning May 2024) | Director (Jun 2009–May 2024), Chairman (Jul 2010–May 2024) | 2009–2024 | Former member of Audit Committee; led board through long tenure and sale to Owens Corning |
| Source2, Inc. (private) | Executive Chairman | Jan 2019–present | Oversees recruiting services for middle-market, high-volume hiring needs |
| Total PowerGen Solutions (private, Toronto) | Director | Since Sep 2024 | Board role at emergency power systems company |
| Power Pro-Tech Services, Inc. | Founder and President | 2012–2017 (sold to PowerSecure in 2017) | Founded and scaled emergency power and solar PV services business |
| EPIK Communications | EVP & CFO | 1999–2001 | Led finance at telecom start-up; merger with Progress Telecom; later acquired by Level 3 |
| Advent International | Partner | 1997–1999 | Private equity investing leadership |
| Orion Capital Partners | Director | 1993–1997 | Investment role |
| XPLR Infrastructure Partners GP, Inc. (general partner) | Independent Director | Jul 2014–Apr 2017 | Governance experience at GP level |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Source2, Inc. | Executive Chairman | Jan 2019–present | Private |
| Total PowerGen Solutions | Director | Since Sep 2024 | Private |
| Masonite International Corporation | Chairman; Director | 2010–May 2024; 2009–May 2024 | Public, until acquisition by Owens Corning |
Board Governance
- Independence: The Board determined Byrne is independent under the Company’s Corporate Governance Principles & Guidelines and NYSE standards (including Audit Committee standards) .
- Committee assignments: Audit Committee (Chair); Conflicts Committee (Member). Each Audit Committee member (Byrne, Austin, Kind) qualifies as “audit committee financial expert” and is financially literate .
- Attendance: The Board met seven times in 2024; all current directors attended 100% of Board and committee meetings .
- Executive sessions: Regular executive sessions of independent directors are held; the Audit Committee chair chairs Board executive sessions and provides feedback to the Chairman .
- Lead Independent Director: The Board does not have a lead director .
| Committee | Role | 2024 Meetings | Independence/Expertise |
|---|---|---|---|
| Audit Committee | Chair | 5 | Independent; Audit Committee financial expert; financially literate |
| Conflicts Committee | Member | Not disclosed | Independent; charter requires robust independence and prohibits GP/affiliate interests beyond XPLR units |
Fixed Compensation
| Year | Cash Retainer ($) | Chair Fee ($) | Total Cash ($) | Equity Units Granted | Grant Date | Grant Value ($) | Per-Unit Price ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| 2024 | 90,000 | 15,000 | 105,000 | 5,290 | Feb 20, 2024 | 150,077 | 28.37 | 255,077 |
| 2025 | 90,000 (policy) | 15,000 (chair) | 105,000 (policy) | 17,630 | Feb 18, 2025 | Not disclosed | Not disclosed | Not disclosed |
Notes:
- Non-employee directors receive an annual cash retainer and an annual common unit retainer; committee chairs receive an additional $15,000 cash retainer .
- 2025 unit grants are generally not transferable until the director ceases Board service (consistent with temporary waivers linked to ownership policy) .
- No meeting fees, option awards, or pension/deferred compensation were paid in 2024 .
Performance Compensation
| Metric Type | Structure | Metrics/Targets | Applicability to Byrne |
|---|---|---|---|
| Director performance pay | None disclosed for non-employee directors | N/A | Not applicable; director compensation comprised of cash retainer and common unit retainer; no options or non-equity incentives shown for 2024 |
Context for Company executives (not director-specific):
- The Company did not pay the NEOs in 2024; compensation was paid by NextEra Energy Group. In Feb 2024, a portion of long-term performance awards for executives who also serve at XPLR was granted as XPLR performance-based units tied to adjusted EBITDA ≥ $900 million, vesting ratably in 2025–2027 upon annual certification. These awards are considered NextEra compensation and reimbursed to XPLR at grant-date fair value; XPLR records no expense .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Masonite International (public; acquired by Owens Corning) | Industrial | Chairman; Director | Historical public board; no ongoing public company board disclosed post-acquisition |
| Source2 | Private | Executive Chairman | Recruiting services; no disclosed related-party transactions with XPLR |
| Total PowerGen Solutions | Private | Director | Emergency power systems; no disclosed related-party transactions with XPLR |
- Related-party oversight: Conflicts Committee (including Byrne) determines if resolutions of conflicts are in the best interests of XPLR and unitholders; matters approved in good faith are deemed approved by all unitholders .
- Voting control context: NextEra Energy subsidiaries held 98,781,831 special voting units and 2,337,882 common units, aggregating ~52.5% voting power as of Feb 24, 2025; director elections subject to 5% cap and 9.99% cutback mechanics to limit concentration of votes .
Expertise & Qualifications
- Founding and managing businesses in electric power and telecommunications; former chairman and audit committee member at Masonite; private equity and investment banking background (Advent, Orion) .
- Audit Committee financial expert; financially literate under NYSE/SEC standards .
- Education: Wharton (bachelor’s, summa cum laude), Harvard Business School (MBA) .
Equity Ownership
| Holder | Units Owned | Units Acquirable within 60 Days | Total Beneficial Ownership | Ownership % | Pledged Shares |
|---|---|---|---|---|---|
| Robert J. Byrne | 54,297 | 0 | 54,297 | <1% | None; no units pledged |
Director Ownership Guidelines:
- Independent directors must own XPLR common units equal to at least 5x the annual cash retainer within three years of Board service start; all independent directors currently do not meet the guideline and received temporary waivers restricting transfer of granted units until compliance is restored .
Trading Policy (alignment safeguards):
- Hedging transactions in Company securities are prohibited for insiders under the Company’s Securities Trading Policy (adopted from NextEra Energy) .
Governance Assessment
- Board effectiveness: Byrne chairs the Audit Committee, leads Board executive sessions, and, alongside two other independent directors, provides robust oversight of financial reporting, internal controls, and auditor independence. Audit Committee met five times in 2024; Board met seven times with 100% attendance by all directors—positive engagement indicators .
- Independence and conflicts management: Byrne is independent under NYSE standards; Conflicts Committee membership and charter impose strict independence and prohibit GP/affiliate ownership beyond XPLR units, offering a structured channel for addressing related-party matters .
- Ownership and alignment: Byrne owned 54,297 units as of Feb 24, 2025 (<1%); independent directors currently below ownership guidelines but subject to waivers that restrict transfer of granted units until compliance—alignment improving via annual unit retainers but guideline shortfall is a consideration .
- Director compensation mix: 2024 compensation was balanced between cash ($105,000: retainer plus chair fee) and equity ($150,077; 5,290 units at $28.37)—no options or incentive cash, which limits pay-for-performance at the director level but aligns through unit ownership .
- RED FLAGS and risk context:
- Concentrated sponsor influence: NextEra Energy Group held ~52.5% voting power via special voting and common units; mitigated in director elections by 5% ownership cap and 9.99% cutback mechanics, but governance remains sponsor-influenced .
- Extensive related-party transactions with NextEra affiliates (e.g., $7.7 million MSA expense, $51.6 million O&M, $89.8 million administrative services, $1.7 million energy management, $8.2 million credit support fee; $103.1 million capitalized development/construction; $1.8 million asset interest sale), highlighting the importance of Conflicts Committee rigor and transparent approvals .
- Ownership guideline shortfall: Independent directors currently below policy; waivers in place restricting transfer of granted units until compliance—watch for progress to full compliance .
- Positive signals:
- Prohibitions on hedging enhance alignment with unitholders .
- Strong attendance and structured executive sessions led by Byrne support effective oversight of management and auditors .
- Audit Committee members designated as financial experts bolster financial reporting integrity .