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2022 Proxy Statement
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PROXY SUMMARY

Proposals

Board Vote RecommendationPage Reference
(for more detail)
1
Election of Directors
Candidates provide the needed experience and expertise to govern the Company and ensure strong independent oversight.
FOR each nominee Page 25
2
Advisory Vote on Executive Compensation
Our executive compensation program is market based, performance driven and aligned with shareholder interests.
FOR Page 33
3
Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2022
All independence standards have been met and sound practices are employed to ensure strong, independent financial governance.
FOR Page 60

How to Vote

If you held shares of Xcel Energy common stock as of the record date (March 21, 2022), you are entitled to vote at the annual meeting.
By Internet Go to the website at www.proxyvote.com, 24 hours a day, seven days a week. You will need the control number that appears on your proxy card or on your Notice of Internet Availability of Proxy Materials.
By Telephone Call 1-800-690-6903, 24 hours a day, seven days a week. You will need the control number that appears on your proxy card.
By Mail If you received a full paper set of materials, date and sign your proxy card exactly as your name appears on your proxy card and mail it in the postage-paid envelope provided. If you received a Notice of Internet Availability of Proxy Materials, you may request a proxy card by following the instructions in your Notice. You do not need to mail the proxy card if you are voting by internet or telephone.
During the Meeting Go to www.virtualshareholdermeeting.com/XEL2022. You will need the control number that appears on your proxy card or on your Notice of Internet Availability of Proxy Materials.

About Xcel Energy

We are not waiting for the future. We are busy building it.

Vision

We will be the preferred and trusted provider of the energy our customers need.

Mission

We provide our customers the safe, clean, reliable energy services they want and value at a competitive price.

Values

Connected Committed Safe Trustworthy

Strategic Priorities

LEAD THE CLEAN ENERGY TRANSITION ENHANCE THE CUSTOMER EXPERIENCE KEEP BILLS LOW

Sustainability Goals

Sustainability is embedded in our strategy.

(1) Includes owned and purchased electricity provided to customers.
(2) Compared to 2005 levels.
(3) Spans natural gas supply, distribution and customer use; includes net-zero methane emissions on our natural gas system by 2030.
(4) Compared to 2020 levels.

Environmental, Social and Governance Leadership

We continue to deliver on our sustainability goals, advancing our strategic priorities and building long-term value.

Clean Energy

Our carbon goals and reporting are third-party verified and our goals align with science-based scenarios likely to limit warming to 1.5 degrees Celsius from preindustrial levels.

Changing Energy Mix
Well over 60% of energy projected to be from renewables by 2030, with full exit from coal by 2034.

(1) Carbon free includes nuclear, wind, solar and other renewables; other energy includes coal and natural gas.

Responsible Transition

Energy plans for Colorado and the Upper Midwest are expected to reduce carbon emissions by more than 85% by 2030 while supporting employees and communities impacted by coal retirements. Through community partnership and advanced planning, we help sustain local tax base and offer employees retraining and relocation opportunities. We have closed seven coal plants to date with no layoffs.

Environmental Improvements Since 2005(2)

Sulfur Dioxide

82%

Nitrogen Oxides

82%

Mercury

91%

Coal Ash

55%

Water Consumption

29%

(2) Reductions from Xcel Energy generating plants except for water consumption, which is based on owned and purchased generation.

Customers and Communities

Xcel Energy offers some of the most comprehensive and innovative customer solutions in the industry.

Keeping Bills Low

Since 2013, we have kept average residential bill increases below 1% annually by diligently controlling operating and maintenance expenses and investing in economic renewables that save customers money.


> 60,000 electric vehicles powered in our service area and ~1,200 charging ports installed as we launched new programs for all types of customers

> 300,000 smart meters installed with plans for > 1 million in 2022, providing customers with more control and improved reliability

$1 billion in investment and 5,000 jobs added in communities through 20 economic development projects

Human Capital

We are a benchmark company for our industry-leading Safety Always approach, and our diversity, equity and inclusion ("DEI") focus is fostering a culture where everyone is accepted and respected.


6% female
5% diverse
representation among senior leadership in the last three years(3)

100% employees
trained on unconscious bias and microinequities

> 30% executive sponsorship participants promoted or accepted positions that support their career aspirations

~13% spent with diverse suppliers on goods and services, totaling $560 million

(3) Senior leadership includes vice presidents and above; diverse refers to ethnicity and race.

The Governance, Compensation and Nominating ("GCN") Committee has primary board responsibility for environmental, social and governance ("ESG") issues and risks. Our Chief Sustainability Officer, who reports to the CEO, is responsible for sustainability and ESG-related policy, strategy, governance and reporting. Please see Sustainability and ESG Oversight on pages 21 to 22 for further information.

Corporate Governance

Our strong financial and operational performance is grounded in a foundation of sound corporate governance and oversight.

Governance Best Practices

  • Regular executive sessions
  • Board and management succession plans
  • Term limits and mandatory retirement age for directors
  • Overboarding policy
  • Routine engagement with outside experts
  • Annual committee assignments

Shareholder Rights

  • Annual election of directors by majority vote
  • Annual advisory vote on executive compensation
  • Proxy access adopted
  • No supermajority voting provisions
  • Each share is entitled to one vote

Effective Oversight

Strategy and Direction

  • Annual strategy session and regular strategic updates
  • Annual enterprise and compliance risk assessments
  • Annual charter reviews and updates
  • Clear committee oversight of and executive accountability for ESG issues

Performance Monitoring

  • Focus on execution and results
  • Board and committee evaluations
  • Scorecard governance with metrics aligned to ESG issues
  • Long-term incentive tied to carbon reduction metrics since 2005, with DEI metrics incorporated into annual performance incentives starting in 2021

Key Focus Areas

  • Safety
  • Diversity, equity and inclusion
  • Human capital management
  • Risk management
  • Cybersecurity
  • Operational excellence and resiliency
  • Clean energy and climate leadership
  • Advanced energy technologies
  • Customer affordability

A Diverse, Experienced and Engaged Board

Directors bring extensive and relevant business, leadership and community experience (statistics below are based on our current Board composition).

23%

female

15%

ethnically and racially diverse

92%

independent

7 years

average tenure

96%

average attendance at Board and committee meetings


Continuous Improvement and Operational Resiliency

The Board, through the Operations, Nuclear, Environmental and Safety ("ONES") Committee, has formal oversight of initiatives that drive continuous improvement and operational excellence in an ever-changing environment. Directors engaged this past year on enhancements to our Safety Always approach, which focuses on eliminating life-altering injuries through a trusting, transparent culture and the use of critical controls, and our COVID-19 response, wildfire mitigation and other programs that elevate safety and operational resiliency.


Corporate Board Member magazine recognized the Xcel Energy Board in 2021 for leadership in advancing sustainability

Financial Results

A sound strategy and disciplined execution allow us to consistently deliver positive results for shareholders, customers and policymakers alike.

Competitive Total Shareholder Return


Strong Track Record of Sustained Growth

From 2020 to 20212005 to 2021 CAGR(1)
Ongoing EPS Growth(2) 6.1% 6.1%
Dividend Growth 6.4% 4.8%
Stock Price Increase(3) 1.5% 8.5%
(1) Compound Annual Growth Rate.
(2) Ongoing earnings per share ("EPS") is a non-GAAP number and is defined in Exhibit A, which reconciles this amount to GAAP EPS for each period.
(3) The dates used to calculate the 2021 stock price change were December 31, 2020 and December 31, 2021.

Deliver long-term annual EPS growth of 5-7%

  • Met or exceeded ongoing EPS guidance for 17 consecutive years, with 15 years in the mid to high range of guidance
  • Increased dividend for 18 consecutive years
(1) Compound Annual Growth Rate.
(2) Ongoing earnings per share ("EPS") is a non-GAAP number and is defined in Exhibit A, which reconciles this amount to GAAP EPS for each period.
(3) The dates used to calculate the 2021 stock price change were December 31, 2020 and December 31, 2021.



Positioned for the Future

Capital Forecast 2022-2026

Colorado and Minnesota resource plans include ~10 gigawatts of new renewables over the next decade, with significant transmission investment anticipated to enable those resources.

This forecast does not include potential incremental investment of $1.5 to $2.5 billion for ~2,000 megawatts of proposed renewable energy additions under the Colorado and Minnesota resource plans and transmission associated with the Colorado resource plan.

Results-Driven Compensation

Our compensation programs are performance based, market competitive and aligned with our strategic priorities, linking incentive opportunities to the performance expected of us by our shareholders and customers.

Performance Based

Majority of executive compensation variable and at risk
Motivates achievement of financial, operational and environmental goals, set at levels that are challenging yet achievable

Bob Frenzel, CEO



All Other Current NEOs (average)


Market Competitive

Competitive target pay opportunities, program design and challenging performance goals set annually
Set in consideration of our industry peer group
Enables us to attract, motivate and retain talented leaders

Aligned with Strategic Objectives

Long-term Incentive Grants

50%

of Grant
Based on Total Shareholder Returns
Create Shareholder Value

30%

of Grant
Based on Carbon Emissions Reduction
Execute Key Environmental Initiatives

20%

of Grant
Time-Based
Retain Top Talent

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