Xcel Energy Non-Employee Director Compensation Practices Effective September 1, 2007
This document outlines the compensation and reimbursement practices for non-employee directors of Xcel Energy. It details annual retainers, additional fees for committee chairs and members, and the transition to a higher annual retainer and stock equivalent units after September 1, 2007. Non-employee directors receive compensation in cash and stock equivalent units, which align their interests with shareholders. Stock equivalent units are paid out in company shares upon a director’s disability or end of service. Employee directors, such as Mr. Kelly, do not receive this compensation.
Exhibit 10.31
Compensation Practices for Xcel Energy Non-Employee Directors
The following table provides information on our compensation and reimbursement practices for non-employee directors. Mr. Kelly, who is employed by us, does not receive any compensation for his Board activities.
|
|
| Prior to |
| After |
| ||
| Annual Director Retainer |
| $ | 40,000 |
| $ | 80,000 |
|
| Lead Director Retainer |
| — |
| 15,000 |
| ||
| Board Meeting Attendance Fees (per meeting) |
| 1,500 |
| — |
| ||
| Telephonic Meeting Attendance Fees (per meeting) |
| 650 |
| — |
| ||
| Committee Meeting Attendance Fees (per meeting) |
| 1,500 |
| — |
| ||
| Additional Retainer for Committee Chair: |
|
|
|
|
| ||
| Governance, Compensation & Nominating Committee |
| 5,000 |
| 5,000 |
| ||
| Nuclear, Environmental and Safety Committee* |
| 5,000 |
| 5,000 |
| ||
| Audit Committee |
| 10,000 |
| 10,000 |
| ||
| Finance Committee |
| 5,000 |
| 5,000 |
| ||
| Audit Committee Member Retainer |
| 5,000 |
| 5,000 |
| ||
| Stock Equivalent Units |
| 75,000 |
| 80,000 |
| ||
* The Nuclear, Environmental and Safety Committee was formally known as the Operations, Nuclear and Environmental Committee. The Name was changed Dec. 12, 2007.
We have a Stock Equivalent Plan for Non-Employee Directors to more closely align directors’ interests with those of our shareholders. Under this Stock Equivalent Plan, directors may receive an annual award of stock equivalent units with each unit having a value equal to one share of our common stock. Stock equivalent units do not entitle a director to vote and are only payable as a distribution of whole shares of the Company’s common stock upon a director’s disability or termination of service. The stock equivalent units fluctuate in value as the value of our common stock fluctuates. Additional stock equivalent units are accumulated upon the payment of, and at the same value as, dividends declared on our common stock.
On May 24, 2007, each non-employee director of the Company received an award of 3,286.59 stock equivalent units representing $75,000 in cash value.
