Xcel Energy Expands Board with Delta Air Lines President Peter Carter

New Director Brings Extensive Corporate Leadership and Legal Background

Peter Carter, age 63, has assumed a seat on Xcel Energy's Board of Directors, effective immediately on the announcement date of July 29, 2026. The disclosure states that Carter currently serves as President of Delta Air Lines Inc., a position he has held since April 2026. Before his promotion to President, Carter served as Delta's Executive Vice President and Chief External Affairs Officer from October 2022 through April 2026. Prior to that role, he held the position of Executive Vice President and Chief Legal Officer at Delta from 2015 to October 2022. Before joining Delta, Carter worked for 16 years as a Partner at the law firm Dorsey & Whitney LLP, accumulating significant corporate and legal experience from 1999 to 2015.

Carter's appointment represents an addition of executive-level experience in corporate governance, legal affairs, and stakeholder relations to Xcel Energy's leadership structure. His background across multiple executive roles at a major publicly traded corporation provides direct experience with complex regulatory, operational, and strategic challenges relevant to large-scale industrial enterprises. The combination of his law firm partnership and extensive tenure at Delta suggests familiarity with governance structures, compliance frameworks, and executive-level decision-making processes that utilities companies commonly navigate.

Board Composition Expanded and Committee Assignments Confirmed

The election of Peter Carter increased Xcel Energy's Board of Directors from 10 members to 11 members, according to the filing. This expansion was accomplished pursuant to the company's Bylaws and represents a deliberate decision by the board to add capacity and expertise to its governance framework. The disclosure indicates that the board took action to establish Carter's committee assignments at the time of his election, rather than deferring those decisions to a later date.

Carter was appointed to serve on two standing committees: the Audit Committee and the Governance, Compensation and Nominating Committee. These committee assignments position him to participate in oversight of financial reporting and internal controls, as well as governance matters, executive compensation, and director nomination processes. The filing states that the Board determined Mr. Carter meets the applicable director independence requirements under both Nasdaq Stock Market LLC standards and Xcel Energy's own director independence standards, which enabled his placement on committees that typically require independent directors under stock exchange rules.

Director Independence and Conflict-of-Interest Assessment

The disclosure confirms that Xcel Energy's Board of Directors determined that Peter Carter satisfies the independence requirements established by Nasdaq Stock Market LLC and Xcel Energy's corporate governance standards. This formal determination of independence is a necessary condition for service on audit and governance committees, which typically require all or a majority of members to be independent directors under exchange listing standards and federal securities regulations. The filing indicates that no arrangements, understandings, or circumstances exist that would compromise Carter's independent status at the time of his election.

The announcement explicitly states that "there is no arrangement or understanding between Mr. Carter and any other person pursuant to which Mr. Carter was elected as a director." This language addresses potential concerns that Carter's election might have been conditioned on undisclosed commitments or benefits. Additionally, the filing discloses that "there are no related person transactions involving Mr. Carter that are reportable under Item 404(a) of Regulation S-K." This statement confirms that no material transactions or relationships between Carter and Xcel Energy, its subsidiaries, or related parties require disclosure under SEC conflict-of-interest rules. Such confirmations are standard practice in director election announcements and provide assurance to investors regarding the integrity of the board selection process.

Compensation Structure for Non-Employee Director Service

The filing indicates that Peter Carter will receive compensation for his Board service consistent with the amounts paid to other non-employee directors at Xcel Energy. The specific compensation structure was approved by the Board on May 20, 2026, and is detailed in a Summary of Non-Employee Director Compensation document filed as Exhibit 10.01 to the announcement. This standardized compensation approach ensures that Carter is not receiving preferential or exceptional remuneration based on his external corporate position or professional standing.

The disclosure notes that Carter's compensation will be prorated from the commencement of his service on July 29, 2026, through the date of the 2027 Annual Meeting of Shareholders. This prorated approach is typical for mid-year board appointments and reflects standard practice in corporate governance. The filing states that "except for the foregoing compensation arrangement, there is no arrangement or understanding between Mr. Carter and any other person," meaning that no additional payments, consulting fees, employment agreements, or other compensation beyond the standard non-employee director package has been negotiated or agreed upon in connection with his board service.

Delta Air Lines Leadership Experience and Industry Context

Peter Carter's current role as President of Delta Air Lines positions him at the helm of operations for one of the world's largest airline carriers, headquartered in Atlanta, Georgia. His recent promotion to President in April 2026 followed his tenure as Chief External Affairs Officer, a role that typically encompasses government relations, public policy, regulatory engagement, and external communications. This experience navigating complex regulatory environments, stakeholder relationships, and large-scale operational challenges may be particularly relevant to Xcel Energy's business, which operates in a heavily regulated utility industry subject to state regulatory commissions and federal oversight.

Prior to his Chief External Affairs role, Carter served as Delta's Chief Legal Officer for approximately seven years, from 2015 to October 2022. In that capacity, he would have overseen the legal function for a major publicly traded corporation, managing litigation, compliance, contracts, and governance matters. The filing reveals that Carter's 25-plus year career trajectory demonstrates sustained progression in executive and legal leadership roles, suggesting deep experience with corporate strategy, risk management, and board-level decision-making that may inform his contributions to Xcel Energy's governance committees.

Committee Focus Areas and Governance Impact

Carter's appointment to the Audit Committee places him in a position to participate in oversight of Xcel Energy's financial reporting, internal controls, audit activities, and financial statement accuracy. Audit Committee responsibilities typically include reviewing the company's accounting policies, assessing the effectiveness of internal audit functions, engaging with external auditors, and evaluating financial risks. Given Carter's background leading legal and compliance functions at Delta, he brings experience addressing financial governance, internal control systems, and regulatory compliance issues relevant to public company obligations.

His assignment to the Governance, Compensation and Nominating Committee involves oversight of director recruitment and retention, executive compensation policies, corporate governance structure, and board effectiveness. This committee's work directly influences the composition and performance of the board, the incentive structures for senior management, and the company's approach to shareholder governance. Carter's experience recruiting and working with C-suite executives at Delta, combined with his law firm background in corporate governance matters, positions him to contribute substantively to these oversight functions at Xcel Energy.

Timing and Effective Date of Board Service

The Board of Directors took action to elect Peter Carter on July 29, 2026, the same date on which the announcement was publicly filed with the Securities and Exchange Commission. The filing explicitly states that Carter's service on the Board commenced "effective immediately," meaning he became a director and committee member with voting rights and fiduciary responsibilities from that date forward. His term as director is set to expire at Xcel Energy's 2027 Annual Meeting of Shareholders, which is the standard practice for director appointments between annual meetings in most corporate bylaws.

The immediate effectiveness of Carter's appointment reflects the Board's assessment that he was available to begin service without delay and that no transition period was necessary. The prorated compensation structure through the 2027 Annual Meeting ensures that shareholders have an opportunity to vote on Carter's continued service at the next annual proxy election, allowing the shareholders to make an informed decision regarding his initial election to the Board.

Public Announcement and Additional Disclosure Documents

Xcel Energy issued a press release announcing Carter's election to the Board, filed as Exhibit 99.01 to the SEC disclosure. This public announcement provides additional context and messaging regarding the Board's decision and Carter's background, consistent with standard investor relations practice. The company also filed the Summary of Non-Employee Director Compensation as Exhibit 10.01, making the specific compensation terms publicly available and transparent for investor review.

The filing incorporates these exhibits by reference, making them part of the official public disclosure record. This structured approach to disclosure ensures that investors, analysts, and other stakeholders have access to comprehensive information regarding the board appointment, compensation terms, and the company's rationale for expanding its board membership.