2005 Base Salary

EX-10.27 4 a05-4263_1ex10d27.htm EX-10.27

Exhibit 10.27

 

Executive Officer Compensation

 

On Dec. 14, 2004, the Governance, Compensation & Nominating Committee (the “Committee”) of the Xcel Energy Inc. board of directors took actions setting executives’ salaries, annual bonus targets and long-term compensation awards for 2005. Executive compensation was set by the Committee after consideration of, among other things, individual performance and market-based data on compensation for executives with similar duties. Payouts of 2005 annual bonus targets and long-term awards are dependent on achievement of specified goals set by the Committee, and no officer is assured of any payout. Set forth below is a description of the actions taken.

 

Salary

 

The Committee made modest changes to the existing base salaries of its senior executive group. The salary of Mr. Wayne Brunetti, the Chairman of the Board and Chief Executive Officer, remained unchanged for the third consecutive year, while increases in the salary for the other Xcel Energy officers named in the Summary Compensation Table in Xcel Energy’s 2004 Proxy Statement (the “Named Executive Officers”) ranged from 2.5 percent to 8.3 percent.

 

 

 

2005 Base Salary

 

Wayne H. Brunetti

 

$

1,065,000

 

Richard C. Kelly

 

$

700,000

 

Gary R. Johnson

 

$

400,000

 

Paul J. Bonavia

 

$

455,000

 

Patricia K. Vincent

 

$

450,000

 

 

Annual Bonus Targets

 

Annual incentive awards, expressed as a percentage of salary, were set by the Committee under the Xcel Energy Executive Annual Incentive Award Plan (the “Xcel Annual Incentive Plan”), which was approved by Xcel Energy’s shareholders in 2000 and is filed as Exhibit 10.02 to this Form 10-K. Payouts of annual incentive awards are dependent on the level of achievement of corporate financial and operational goals and business unit operational goals approved by the Committee, with each individual having the opportunity to earn from 0 percent to 200 percent of his or her target annual incentive award based on the level of achievement in 2005 of the goals applicable to such individual.

 

Corporate goals for 2005 include targeted earnings per share, a customer service measurement, an environmental measurement, operations measurements related to generation availability, system reliability and safety, and an employee engagement measurement. Business unit goals are related to customer service, environmental responsibility, reliability, safety and management to budgeted financial results, measured at a business unit level.

 

Target annual incentive awards, as a percent of base salary, were set for all Xcel Energy officers, ranging from 100 percent of salary for Mr. Brunetti (as compared to 85 percent for 2004) to 55 percent of salary for the other Named Executive Officers. With the approval of the Committee, an award may be multiplied by a leadership-rating factor from zero to two.

 

Payouts of the annual incentive awards for Mr. Brunetti and Mr. Kelly are dependent entirely on attaining corporate goals. For the other executive officers, including Named Executive Officers, the formula is weighted 67 percent to attaining corporate goals and 33 percent to attaining business unit operational goals.

 

In order to encourage increased share ownership by executive officers, the Xcel Energy Annual Incentive Plan provides the option for executives to receive their payments in shares of common stock or shares of restricted common stock, which vests in equal annual installments over a three-year period, in lieu of cash. A 5 percent premium is added to amounts paid in shares of common stock, and a 20 percent premium is added to amounts paid in shares of restricted common stock.

 



 

Long-Term Awards

 

Long-term incentive grants effective Jan. 1, 2005 were approved. The long-term incentive grants were made pursuant to the Xcel Energy Omnibus Incentive Plan, which was approved by shareholders in 2000 and is filed as Exhibit 10.01 to this Form 10-K. As explained below, payout of long-term incentive grants is dependent on achievement of performance goals set by the Committee. Long-term incentive grants were made 50 percent in the form of performance-based restricted stock units and 50 percent in the form of performance shares. Amounts granted to individuals were based on a percentage of base salary established by the Committee and the average of the high and low prices of the Company’s common stock on Jan. 3, 2005. For Mr. Brunetti, his long-term award for 2005 was set at 415 percent of his salary, which is unchanged from the target set for 2004. For other Named Executive Officers, the percentage ranged from 160 percent to 295 percent, which again are unchanged from the target set for 2004.

 

Awards of performance-based restricted stock units (“Units”) represent an equal number of shares of Xcel Energy common stock. Prior to the expiration of the restricted period, the Units may not be sold or otherwise transferred by the recipients. Units are credited during the restricted period at the same rate as dividends paid on all other shares of outstanding common stock. The dividend equivalents are subject to all terms of the original grant.

 

Payout of the Units and the lapsing of restrictions on the transfer of Units are based on two separate performance criteria.  Seventy-five percent of awarded Units plus associated earned dividend equivalents shall be settled, and the restricted period shall lapse after Xcel Energy achieves a specified earnings per share (EPS) growth (adjusted for corporate-owned life insurance) measured against Dec. 31, 2004 EPS (adjusted for corporate-owned life insurance). Additionally, Xcel Energy’s annual dividend paid on its common stock must remain at $0.83 per share or greater. EPS growth will be measured annually at the end of each fiscal year. However, in no event will the restrictions lapse prior to Dec. 31, 2006. If the performance criteria have not been met within four years of the date of grant, all associated Units shall be forfeited.  The forms of performance-based restricted stock unit agreements are filed as Exhibits 10.30 and 10.32 to this Form 10-K.

 

The remaining 25 percent of awarded Units plus associated earned dividend equivalents shall be settled, and the restricted period shall lapse after the average of actual performance results (adjusted for actual megawatt hours) for the three components of an environmental index measured as a percent of target performance meets or exceeds 100 percent. The environmental index will be measured annually at the end of each fiscal year. However, in no event will the restrictions lapse prior to Dec. 31, 2006. If the performance criteria have not been met within four years of the date of grant, all associated Units shall be forfeited.

 

The separate awards of performance shares also represent an equal number of shares of Xcel Energy common stock. Performance shares may not be sold or otherwise transferred. Payout of the performance share award is dependent entirely on a single measure, total shareholder return (TSR). Xcel Energy’s TSR will be measured over a three-year period. Xcel Energy’s TSR is compared to the TSR of other companies in the Edison Electric Institute’s Electrics Index as a peer group. At the end of the three-year period, potential payouts of the performance shares range from 0 percent to 200 percent, depending on Xcel Energy’s TSR compared to the peer group.  This form of performance-share agreement is filed as Exhibit 10.31 to this Form 10-K.

 

The following table shows the performance-based restricted stock units and performance shares granted to Named Executive Officers as of Jan. 1, 2005:

 

Named Executive

 

Performance-based
Restricted Stock Units
Granted

 

Performance Shares
Granted

 

Wayne H. Brunetti

 

122,093

 

122,093

 

Richard C. Kelly

 

57,044

 

57,044

 

Gary R. Johnson

 

17,680

 

17,680

 

Paul J. Bonavia

 

20,110

 

20,110

 

Patricia K. Vincent

 

19,890

 

19,890

 

 



 

Other Perquisites and Benefits

 

Other perquisites and benefits provided to executives generally are not tied to the Company’s financial performance, but are primarily designed to attract and retain executives.  Among the perquisites and benefits provided by the Company in 2004 to its executives are Company-paid life insurance in an amount equal to four times base pay (which, in general, the executives can purchase upon termination by repaying to the Company the greater of the cash surrender value or the aggregate premiums paid by the Company), and benefits provided under the Xcel Energy Inc. Nonqualified Deferred Compensation Plan and the Xcel Energy Supplemental Executive Retirement Plan that make up for retirement benefits that cannot be paid under the Company’s qualified retirement plans due to Internal Revenue Code limitations and the exclusion of certain elements of pay from pension-covered earnings.  Other perquisites and benefits provided by the Company in 2004 to its executives include reimbursement for financial planning services and home security systems, cash perquisite allowance, executive medical insurance and physicals, aircraft usage and club dues.

 

Certain executive officers, including three of the Named Executive Officers, may receive severance benefits in accordance with the Xcel Energy Senior Executive Severance and Change in Control Policy, which is filed as Exhibits 10.15 and 10.28 to this form 10-K.  The remaining two Named Executive Officers may receive severance benefits under their employment agreements, which are filed as Exhibits 10.03 and 10.25 to this Form 10-K