The top executives of NextEra Energy Inc. and Hawaiian Electric Industries outlined the origin of the proposed $4.3 billion purchase of the state’s largest electric utility in a new filing with the state Public Utilities Commission.

Jim Robo, chief executive officer of NextEra, and Connie Lau, CEO of HEI, filed a combined 162 pages with the PUC on Wednesday, responding to questions from the state Consumer Advocate about the initial proposal from NextEra to buy HEI as well as Lau’s $11.6 million “golden parachute.”

The responses were part of the regulatory review of the sale, as the companies need approval from the PUC for the deal to close.

Robo presented Lau with a written offer for NextEra to purchase HEI at a lunch in Las Vegas on June 9, 2014, during the Edison Electric Institute Annual Convention. The written proposal came after Robo asked Lau at a February 2014 Edison Electric Institute CEO meeting if HEI was open to a possible merger of the two companies.

“I gave our standard response that we were not for sale, but if a bonafide offer was made, we would exercise our fiduciary duties to review and act accordingly,” Lau said.

Lau also addressed questions raised by the Consumer Advocate about the $11.6 million she would be paid if the sale were to close.

Lau said that the agreement resulting in the amount she would be paid was in place before NextEra approached her and is standard “in almost every public company in every industry, including other public companies in Hawaii.”

Lau said the agreements are designed to eliminate conflicts of interest.

“The change-in-control payment (golden parachute) of approximately $11.6 million was not negotiated with (NextEra),” Lau said. “The change-in-control agreement predated any negotiations with (NextEra) and has been in place for over seven years, approved by HEI’s compensation committee and board of directors and disclosed to shareholders in the annual proxy statements.”

Lau said she does not believe she is overcompensated, responding to the Consumer Advocate’s question that referred to customer complaints about her annual salary. In 2014 Lau’s total compensation package was $3.6 million.

“I do not believe that I am overcompensated as the president and CEO of HEI,” Lau said. “I am aware that some Hawaii consumers have complained about the level of my compensation as president and CEO of HEI but do not understand that such compensation is related not only to HEI’s ownership of the (HECO) companies, but also to HEI’s ownership of American Savings Bank.”

Lau said most Hawaiian Electric customers “do not realize” that they are not paying her compensation.

“None of my compensation is in Hawaiian Electric’s or Maui Electric’s base rates, and only a minimal amount of base salary (about $41,500 or less than 50 cents per customer per year) remains charged to HELCO (Hawaii Electric Light Co.),” Lau said.

Despite the recent opposition to the sale from Gov. David Ige and the other groups involved with the review, Robo said he was confident in NextEra’s offer.

“We are confident that the consumer benefits offered by NextEra Energy in the application for approval are sufficient to warrant approval of the merger by the (PUC),” Robo said. “After reviewing the testimony of the CA (Consumer Advocate) and intervenors, we responded by offering significant additional benefits.”

Lau said to ensure that NextEra would make the necessary commitments, HEI included a $90 million termination fee as part of the deal. NextEra has to pay HEI $90 million if the PUC rejects the sale.

“We were not willing to proceed with the transaction unless we were convinced that (NextEra) would offer sufficient commitments in consumer benefits,” Lau said. “To ensure that NEE would make the necessary commitments for consumer benefits, we placed the ultimate obligation of obtaining the PUC approval on NEE, with the $90 million termination fee at risk if such approval was not obtained.”