NEXTERA ENERGY INC

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2024 long-term performance-based equity compensation

EQUITY COMPENSATION MIX

In determining the appropriate mix of equity compensation components, the Compensation Committee primarily considers the following factors:

The Compensation Committee continued its practice of granting NEOs equity-based compensation, the majority of which is composed of performance share awards. This practice aligns with feedback from our shareholders, who have indicated during our shareholder outreach they favor the longer-term features of performance shares. The target award level for each equity-based element was expressed as a percentage of each NEO’s target total direct compensation opportunity. The target dollar value for each component was converted to a number of shares of equivalent value (estimated present value for stock options and performance shares).

2024 MIX OF EQUITY COMPENSATION AWARDS FOR THE NEOS

In 2024, the Compensation Committee granted the following mix of equity-based compensation to the NEOs:

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(1)

Calculation of percentage mix based on the target value of each grant as a percentage of each NEO’s total equity-based compensation.

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PERFORMANCE SHARE AWARDS GRANTED IN 2024 FOR THE PERFORMANCE PERIOD ENDING

DECEMBER 31, 2026

The performance share awards granted in 2024 have a three-year performance period beginning January 1, 2024 and ending December 31, 2026; dividends are not paid or accrued during the performance period. The 2024 performance share awards have 3-year adjusted ROE and adjusted EPS growth and operational measures as performance measures, as well as a ±20% relative TSR modifier based on performance of the top ten power companies by market capitalization (as defined on page 37) at the end of a three-year period, capped at 200% of target. Consistent with prior years, the awards also have an individual performance factor ranging from ±20%, to enable the Compensation Committee to adjust payouts based on their assessment of the NEO’s individual performance. The goals used for the performance share awards are different both in terms of the objectives and time-frames from the goals used under the Company’s Annual Incentive Plan. The measures and their relative weights are set forth below:

56 ● NEXTERA ENERGY 2025 PROXY STATEMENT

During the performance period, performance shares are not issued. The NEO may not sell or transfer the NEOs contingent right to receive performance shares and dividends are not paid.

PAYOUT OF PERFORMANCE SHARE AWARDS GRANTED IN 2022 FOR THE PERFORMANCE PERIOD ENDED DECEMBER 31, 2024

Each NEO, other than Mr. Bolster and Mr. Pimentel, who were not employed at the time of the 2022 grant, was granted a target number of performance shares in 2022 for a three-year performance period beginning January 1, 2022 and ending on December 31, 2024. The Compensation Committee views the payout of this grant after the end of the performance period as part of each NEO’s 2022 compensation, while the performance shares granted in 2024 for the performance period ending on December 31, 2026 are considered to be part of each NEO’s 2024 compensation, even though the shares will not be issued, if at all, until February 2027.

In February 2025, payouts were made under the 2022-2024 performance share grants. The 2022-2024 performance grants were based on a financial performance matrix of adjusted EPS growth and adjusted ROE (weighted 80%), operational measures (weighted 20%), and TSR relative to the top ten power companies by market capitalization (+/- 20% modifier). The awards also have an individual performance factor ranging from ±20%, to enable the Compensation Committee to adjust payouts based on their assessment of the NEO’s individual performance.

NEXTERA ENERGY 2025 PROXY STATEMENT ● 57

For the performance period from January 1, 2022 through the end of 2024, NextEra Energy’s relative TSR was -13.02% and ranked eighth among the top ten power companies by market capitalization, resulting in a relative TSR modifier of -20%. Consistent with prior years, for the purpose of calculating payout percentages, the TSRs at the 75th and 25th percentiles are defined as the TSRs of the peers that rank nearest, rounding up, to the given percentiles. The TSR calculation requires a 20-trading day average to determine the beginning average and ending average price for the common stock of NextEra Energy and each member of the peer group.

Based on our performance during the performance period, the 2022 performance share award received an overall rating of 1.58, determined as shown below.

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(1)

Each NEO’s individual performance factor ranges from ±20% and can only modify the overall rating prior to applying the TSR modifier. Despite the excellent performance of the NEOs, the Committee elected not to utilize the individual performance factor, and the NEOs received an overall rating of 1.58.

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Applying the overall rating results to the target performance shares resulted in the following performance share award payouts for each of the NEOs:

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(1)

Messrs. Bolster and Pimentel did not receive a 2022 performance share award as they were not employed by the Company at that time.

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PERFORMANCE-BASED RESTRICTED STOCK GRANTED IN 2024

The performance objective for performance-based restricted stock is adjusted earnings of $3.0 billion. The shares of performance-based restricted stock granted in 2024 will not vest unless and until the Compensation Committee certifies that NextEra Energy’s adjusted earnings for each of 2024, 2025 and 2026, respectively, equal or exceed $3.0 billion; vesting occurs one-third per year for three years for each year the corporate performance objective is met. If the adjusted earnings objective is not met in any year, performance-based restricted stock scheduled to vest in that year is forfeited.

Because the Compensation Committee intends for the grant date present value of performance-based restricted stock awards to equal the fair market value of an equivalent number of shares of the Company’s common stock absent the performance and vesting conditions, dividends are paid on performance-based restricted stock awards as dividends are paid on the common stock. However, any dividends paid on performance-based restricted stock awards that do not vest must be repaid within 30 days following forfeiture of the award. In addition, NEOs have the right to vote their shares of performance-based restricted stock.

58 ● NEXTERA ENERGY 2025 PROXY STATEMENT

PERFORMANCE-BASED RESTRICTED XPLR COMMON UNITS GRANTED IN 2024

In February 2024, NEOs who are also officers of XPLR were granted XPLR performance-based restricted common units (“XPLR Awards”). The Compensation Committee believes the proposed XPLR Awards further align the incentive compensation of these NEOs to activities that promote the growth of long-term value for our shareholders. After considering this and other factors, the Board of Directors of XPLR (the “XPLR Board”) in February 2024 approved grants of XPLR Awards to those Company NEOs who also are officers of XPLR, as well as to other officers and employees of the Company or its affiliates who are responsible for significant XPLR activities.

The XPLR Awards received by the NEOs did not increase the NEOs’ overall incentive compensation opportunity, but instead replaced on a dollar-for-dollar basis approximately 7% of the aggregate grant date value of the portion of their long-term performance-based awards in 2024 that otherwise would have been issued in the form of performance-based restricted stock of the Company. The performance objective for the XPLR Awards is adjusted EBITDA of $900 million. Adjusted EBITDA is XPLR’s consolidated net income, as reported in its audited financial statements as determined in accordance with GAAP, plus interest expense, income tax expense, depreciation and amortization less certain non-cash, non-recurring items. Therefore, the XPLR Awards granted in 2024 will not vest unless and until the XPLR Board certifies that XPLR’s adjusted EBITDA for 2024, 2025 and 2026, respectively, equals or exceeds $900 million; the awards vest one-third per year for three years for each year the XPLR performance objective is met. If the objective of adjusted EBITDA of $900 million is not met in any year, performance-based restricted XPLR common units scheduled to vest in that year are forfeited.

Distributions are paid on performance-based restricted XPLR common units as and when declared by XPLR but are subject to repayment by the NEO if awards are forfeited prior to vesting. In addition, NEOs have the right to vote their performance-based restricted XPLR common units.

The XPLR Awards were made pursuant to the NextEra Energy Partners, LP 2014 Long Term Incentive Plan (“NEP 2014 LTIP”). XPLR will be reimbursed by the Company for the grant date fair value of all XPLR Awards granted to employees and officers of the Company or its affiliates.

NON-QUALIFIED STOCK OPTION AWARDS IN 2024

The Compensation Committee grants non-qualified stock options that vest and become exercisable one-third per year for three years, beginning approximately one year from date of grant. Stock options have an exercise price equal to the closing price of NextEra Energy common stock on the grant date (February 15, 2024) and generally expire ten years from date of grant. The NextEra Energy, Inc. 2021 Long Term Incentive Plan (the “2021 LTIP”) prohibits repricing of awarded options without shareholder approval.

EQUITY GRANT PRACTICES

Stock option awards are granted by the Compensation Committee to the NEOs each year in mid-February, which is a date that is normally set two years in advance. The Compensation Committee believes granting stock options in this way is appropriate because the Company typically releases year-end earnings in late January, so all relevant information should be available to the market on the grant date. Stock option awards may also be made to new executive officers upon hire or promotion, generally coincident with the date of hire or promotion or the Compensation Committee meeting next following the date of hire or promotion. The Compensation Committee does not seek to time stock option grants totake advantage of material non-public information (“MNPI”), either positive or negative, about the Company which has not been publicly disseminated. The Company has not timed the disclosure of MNPI for the purpose of affecting the value of executive compensation. The exercise price of options granted is equal to the closing market price of NextEra Energy’s common stock on the effective date of the grant.

The following table provides information regarding stock options granted to our NEOs in 2024 within four business days before the filing of a periodic report or current report disclosing MNPI or within one business day after the filing of such information.

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