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2016 Proxy Statement
Age: 58
Director since: 2006
Board Committees:
Age: 57
Director since: 2009
Board Committees:
Age: 57
Director since: 2009
Director Qualifications and Experience:
Age: 67
Director since: 1985
Director Qualifications and Experience:
Age: 65
Director since: 2007
Director Qualifications and Experience:
Age: 60
Director since: 2009
Director Qualifications and Experience:
Board Committees:
Age: 62
Director since: 2007
Director Qualifications and Experience:
Gail K. Boudreaux
Age: 55
Director since: 2012

Principal Occupation:
CEO and Founder, GKB Global Health, LLC

Business Experience:
CEO and Founder, GKB Global Health, LLC (June 2015 to present)
Senior Fellow of the Healthcare Initiative, Tuck School of Business, Dartmouth College (September 2015 to present)
CEO, UnitedHealthcare (2011 to November 2014)
Executive Vice President, UnitedHealth Group (2008 to February 2015)
President, UnitedHealthcare (2008 to January 2011)
Executive VP, External Operations Healthcare Services Corporation (2005 to 2008)

Public Company Directorships:
Novavax, Inc. (2015 to present)
Zimmer Biomet Holdings, Inc. (2012 to present)
Genzyme Corporation (2004 to 2011)

Director Qualifications and Experience:
  • Leadership and Strategy - Ms. Boudreaux's experience with UnitedHealthcare brings strong leadership skills, business acumen, and sound judgment to the Board. She is the chair of our Operations, Nuclear, Environmental and Safety Committee ("ONES") and serves on our GCN.
  • Finance - Ms. Boudreaux brings valuable skills to the Board from her background in finance and experience overseeing the integrity of financial statements through her service on public company audit committees. She has previously served on our Audit Committee.
  • Risk Management - From her experience as a top executive of a major corporation, Ms. Boudreaux brings to the Board the expertise to provide effective oversight of risk.
  • Regulated Industry - With a long career in the healthcare industry, Ms. Boudreaux provides the Company experience in management and governance issues relevant to our highly regulated industry.


Richard K. Davis
Age: 58
Director since: 2006

Principal Occupation:
Chairman and CEO, U.S. Bancorp

Business Experience:
Chairman, U.S. Bancorp (2007 to present)
President, U.S. Bancorp (2006 to January 2016)
CEO, U.S. Bancorp (2006 to present)

Public Company Directorships:
U.S. Bancorp (2006 to present)
The Dow Chemical Company (2015 to present)

Director Qualifications and Experience:
  • Leadership and Strategy - Mr. Davis' executive experience provides the Board with valuable leadership skills, strategic insight, and commercial acumen. He serves as our Lead Independent Director and on our Finance Committee.
  • Finance - Mr. Davis' financial expertise is valuable in our capital-intensive industry. He brings important skills to the Board from his background overseeing the financial integrity of a complex financial institution.
  • Risk Management - As a leader of a major corporation, Mr. Davis brings to the Board experience in effectively overseeing the management of risk.
  • Regulated Industry - Coming from the banking industry, Mr. Davis provides valuable insight relevant to our highly regulated industry.
  • Community - Mr. Davis serves as a director of a number of nonprofit and educational institutions in the communities that we serve.

Board Committees:


Ben Fowke
Age: 57
Director since: 2009

Principal Occupation:
Chairman of the Board, President and CEO, Xcel Energy Inc.

Business Experience:
Chairman of the Board and CEO, Xcel Energy Inc. (2011 to present)
President, Xcel Energy Inc. (2009 to present)
Chief Operating Officer, Xcel Energy Inc. (August 2009 to August 2011)
Various Executive Positions with Xcel Energy Inc. since 2002

Public Company Directorships:
None

Director Qualifications and Experience:
  • Leadership and Strategy - With a long career in the utility industry, Mr. Fowke provides strategic focus and the leadership skills needed to position the Company well for the future. He serves as Chairman of the Board.
  • Finance - Mr. Fowke has a strong background in finance and financial reporting and has served as the Company's Chief Financial Officer.
  • Risk Management - Mr. Fowke's experience in the energy business and active involvement in industry organizations makes him keenly familiar with the risks we face and provides unique insight into effective management of those risks.
  • Regulated Industry - His tenure in the utility industry provides significant expertise in regulatory issues that are central to our business.
  • Community - With his service as a director of nonprofit institutions and utility industry organizations, Mr. Fowke provides relevant understanding of the communities that we serve.

Board Committees:


Richard T. O'Brien
Age: 62
Director since: 2012

Principal Occupation:
Former President and CEO, Boart Longyear Limited

Business Experience:
President and CEO, Boart Longyear Limited (April 2013 to October 2015)
CEO, Newmont Mining Corporation (September 2012 to February 2013)
President and CEO, Newmont Mining Corporation (July 2007 to September 2012)

Public Company Directorships:
Vulcan Materials Company (2008 to present)
Boart Longyear Limited (2013 to 2015)
Newmont Mining (2007 to 2013)
Inergy, L.P. (2006 to 2012)

Director Qualifications and Experience:
  • Leadership and Strategy - Mr. O'Brien has extensive executive experience in the mining and energy industries, bringing strategic insight and leadership skills to the Board. He serves on the ONES and Audit Committees.
  • Finance - He brings acumen in financial reporting and accounting and has been determined by our Board to be an audit committee financial expert. His experience in the mining and electric and gas utility industries is directly relevant to our capital-intensive business.
  • Risk Management - His leadership in the mining and energy industries brings valuable insight into the risks of our business. Mr. O'Brien brings a sound understanding of effective means of managing risk.
  • Regulated Industry - Mr. O'Brien's experience as a utility executive provides industry and regulatory expertise, and his experience in the mining industry brings valuable experience in environmental issues and operations.


Christopher J. Policinski
Age: 57
Director since: 2009

Principal Occupation:
President and CEO, Land O'Lakes, Inc.

Business Experience:
President and CEO, Land O'Lakes, Inc. (October 2005 to present)
Senior leadership positions at Land O'Lakes, Inc. and The Pillsbury Company

Public Company Directorships:
Hormel Foods Corporation (2012 to present)

Director Qualifications and Experience:
  • Leadership and Strategy - Mr. Policinski's extensive experience leading a rapidly growing, multinational food and agricultural cooperative provides valuable leadership experience and strategic insight. Mr. Policinski is the chair of the GCN and serves on the Finance Committee.
  • Finance - As a leader of the second-largest United States cooperative, Mr. Policinski is well versed in finance and financial issues. He brings valuable skills to the Board from his finance background and experience with the financial reporting process.
  • Risk Management - Mr. Policinski's experience as both an executive and a director of large corporations brings valuable expertise in the effective oversight of risk.
  • Community - He is a director of a number of nonprofits, educational institutions and trade industry groups, providing a solid understanding of the communities we serve.


James T. Prokopanko
Age: 62
Director since: 2015

Principal Occupation:
Retired President and CEO, The Mosaic Company

Business Experience:
President and CEO, The Mosaic Company (January 2007 to August 2015)
Executive Vice President and COO, The Mosaic Company (July 2006 to January 2007)
Senior Leadership Positions, Cargill Corporation (1999 to 2006)

Public Company Directorships:
The Mosaic Company (2004 to present)
Vulcan Materials Company (2009 to present)

Director Qualifications and Experience:
  • Leadership and Strategy - With extensive experience leading large and complex businesses, Mr. Prokopanko brings leadership and strategic insight to the Board. He serves on the ONES and Audit Committees.
  • Finance - Mr. Prokopanko has demonstrated expertise in finance and the financial reporting process. His experience in both commodities and with capital-intensive businesses brings valuable and relevant insight to the Board.
  • Risk Management - His experience both as an executive and as a director of public companies makes him well equipped to oversee the risks of our business.
  • Community - Mr. Prokopanko serves on the boards of a number of nonprofit organizations and brings a thoughtful understanding of the communities we serve.


A. Patricia Sampson
Age: 67
Director since: 1985

Principal Occupation:
CEO, President and Owner, The Sampson Group, Inc.

Business Experience:
CEO, President and Owner, The Sampson Group, Inc. (1996 to present)
Former CEO, Greater Minneapolis Area Chapter of the American Red Cross

Public Company Directorships:
None

Director Qualifications and Experience:
  • Leadership and Strategy - As leader of a management development and strategy planning business, Ms. Sampson brings leadership and business experience to the Board. She provides valuable perspective in ethics and business conduct, talent acquisition, retention and development, diversity and social responsibility, all of which are important issues to our shareholders. She serves on the Audit and Finance Committees.
  • Finance - Ms. Sampson's experience as a business owner provides insight into finance and the financial reporting processes.
  • Community - Ms. Sampson is the former CEO of the Greater Minneapolis Area Chapter of the American Red Cross and is a former and current board member of various religious and philanthropic organizations within the communities we serve.


James J. Sheppard
Age: 67
Director since: 2011

Principal Occupation:
Independent Consultant

Business Experience:
Independent Consultant (January 2011 to present)
Senior Vice President and Chief Nuclear Officer, Southern California Edison (September 2010 to December 2010)
Independent Consultant (January 2010 to August 2010)
Chairman, President and CEO, STP Nuclear Operating Company (April 2003 to December 2009)
Senior positions, South Texas Project, Sequoyah Fuels Corp. and Robinson Nuclear Project (1990 to 2003)

Public Company Directorships:
None

Director Qualifications and Experience:
  • Leadership and Strategy - Mr. Sheppard brings to the Board extensive leadership experience in electric utilities, a solid understanding of the issues facing our industry, and valuable expertise on effective and efficient operations. He serves on our ONES and GCN Committees.
  • Nuclear - Mr. Sheppard is an expert on nuclear operations, having led operations at nuclear power plants and overseen nuclear operations for major utilities. He currently consults on nuclear projects under development across the globe. His experience provides valuable insight, knowledge, business acumen, and judgment important to our nuclear operations.
  • Regulated Industry - Mr. Sheppard spent his career in highly regulated companies, bringing experience from a nuclear, safety, operational, and an environmental standpoint. His experience as a senior executive at these companies positions him well to provide oversight and technical expertise that is relevant to our business.


David A. Westerlund
Age: 65
Director since: 2007

Principal Occupation:
Retired Executive Vice President, Administration and Corporate Secretary, Ball Corporation

Business Experience:
Executive Vice President, Administration and Corporate Secretary, Ball Corporation (2006 to September 2011)
Senior level positions with Ball Corporation prior to 2006

Public Company Directorships:
None

Director Qualifications and Experience:
  • Leadership and Strategy - Mr. Westerlund has extensive experience in corporate governance and workforce issues, bringing valuable insight to the Board. Having served as a senior executive, he brings leadership skills and business acumen to the Board. He serves on the GCN and Finance Committees.
  • Regulated Industry - Responsible for environmental health and safety, corporate compliance, security and real estate activities while at Ball Corporation, Mr. Westerlund has extensive knowledge of compliance and corporate governance issues. He has previously served as Chair of our GCN Committee.
  • Community - Mr. Westerlund serves on a number of boards for community organizations.


Kim Williams
Age: 60
Director since: 2009

Principal Occupation:
Retired Partner, Wellington Management Company LLP

Business Experience:
Partner, Wellington Management Company, LLP (1995 to 2005)
Leadership positions, Loomis, Sayles & Co., Inc. and Imperial Chemical Industries Pension Fund (prior to 1995)

Public Company Directorships:
Weyerhaeuser Corporation (2006 to present)
E.W. Scripps Co. (2006 to present)

Director Qualifications and Experience:
  • Leadership and Strategy - Ms. Williams brings extensive experience leading a major investment management company, providing valuable and unique strategic insights to the Board. Ms. Williams is the chair of the Finance Committee and serves on the Audit Committee.
  • Finance - Ms. Williams' strong financial background provides the Company with strong financial oversight and insight that is particularly valuable in our capital-intensive industry. Ms. Williams has been determined to be an audit committee financial expert by our Board.
  • Risk Management - Ms. Williams' experience in the investment management business provides extensive expertise in risk assessment and management that is valuable for our business.
  • Community - Ms. Williams is active in the community and serves as a trustee of a number of nonprofit and educational boards.

Board Committees:


Timothy V. Wolf
Age: 62
Director since: 2007

Principal Occupation:
President, Wolf Interests, Inc.

Business Experience:
President, Wolf Interests, Inc. (June 2010 to present)
Chief Integration Officer, MillerCoors Brewing Company LLC (2008 to June 2010)
Prior leadership positions with Molson Coors Brewing Company and Coors Brewing Company

Public Company Directorships:
Rally Software Development Company (2011 to 2015)
Borders Group, Inc. (2009 to 2011)

Director Qualifications and Experience:
  • Leadership and Strategy - With a career as a senior executive in consumer products industries, Mr. Wolf brings valuable strategic insight and business acumen to the Board. He is chair of the Audit Committee and serves on the ONES Committee.
  • Finance - Mr. Wolf has experience as a Chief Financial Officer of a major corporation, bringing valuable experience in and knowledge of finance, reporting and governance. Mr. Wolf has been determined to be an audit committee financial expert by our Board.
  • Risk Management - Having led both organizations and the integration of organizations, Mr. Wolf has a sound understanding of business risk and effective risk management oversight.
  • Community - Mr. Wolf serves as a director of several nonprofit and educational organizations.


Audit Committee

(6 Meetings; 6 Executive Sessions)

Members:

Albert F. Moreno
Albert F. Moreno
  • Oversees the financial reporting process, including the integrity of our financial statements, compliance with legal and regulatory requirements and our Code of Conduct, and the independence and performance of internal and external auditors.
  • Reviews the annual audited financial statements and quarterly financial information with management and the independent registered public accounting firm.
  • Appoints our independent registered public accounting firm.
  • Reviews with management the Company's major financial risk exposures and the steps management has taken to monitor and control the exposures, including the Company's risk assessment and risk management guidelines and policies.
  • Reviews the implementation and effectiveness of our compliance and business conduct program.
  • Reviews the scope and the planning of the annual audit with both the independent registered public accounting firm and internal auditors.
  • Reviews the findings and recommendations of both internal auditors and the independent registered public accounting firm and management's response to those recommendations.
Finance Committee

(6 Meetings; 5 Executive Sessions)

Members:

Kim Williams
CHAIR


  • Oversees corporate capital structure and budgets and recommends approval of major capital projects.
  • Oversees financial plans and key financial risks.
  • Oversees dividend policies and makes recommendations as to dividends.
  • Oversees insurance coverage and banking relationships.
  • Reviews investment objectives of our nuclear decommissioning trust and trusts for our employee benefit plans.
  • Oversees investor relations.
Governance, Compensation and Nominating Committee (GCN)

(4 Meetings; 3 Executive Sessions)

Members:

  • Determines Board organization, selection of director nominees and setting of director compensation.
  • Evaluates performance of the CEO.
  • Approves executive officer compensation, including incentives and other benefits.
  • Establishes corporate governance principles and procedures.
  • Reviews the Company's workforce strategy and risks and the process for management development and long-range planning.
  • Ensures effective CEO succession planning.
  • Oversees compensation- and governance-related risks.
  • Reviews the Company's lobbying expenditures, contributions, and key lobbying activity and the related Company policy.
  • Reviews proxy disclosures regarding directors' and executive officers' compensation and benefits.
  • Prepares the Report of the Compensation Committee included in this proxy statement.
Operations, Nuclear, Environmental and Safety Committee (ONES)

(4 Meetings; 4 Executive Sessions)

Members:

Albert F. Moreno
Albert F. Moreno
  • Oversees nuclear strategy, operations and performance, including the review of the results of reports and major inspections and evaluations.
  • Oversees the operating issues and performance of the Company's significant electric and natural gas operations.
  • Reviews environmental strategy, compliance, performance issues and initiatives.
  • Reviews material risks relating to our nuclear operations and environmental and safety performance, as well as risks, performance and compliance with operations measures of our electric and natural gas systems.
  • Oversees physical and cyber security risks related to plants and operations.
  • Reviews safety performance, strategy and initiatives.
Leadership and Strategy Experience

Directors who hold or have held significant leadership positions provide the Company with unique insights. These people generally possess extraordinary leadership qualities as well as the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy, risk management and corporate governance, and know how to drive change and growth.

Directors with this skill/qualification:

Finance Experience

Accurate financial reporting and robust auditing are critical to our success. We seek to have a number of directors who qualify as audit committee financial experts, and we expect all of our directors to be literate in finance and financial reporting processes.

Directors with this skill/qualification:

Risk Management Experience

Managing risk in a rapidly changing environment is critical to our success. Directors should have a sound understanding of the most significant risks facing the Company and the experience and leadership to provide effective oversight of risk management processes.

Directors with this skill/qualification:

Nuclear Experience

A portion of our business deals with nuclear regulations and operations. Therefore we seek at least one director with experience in nuclear risk management and nuclear power operations to provide effective oversight and expertise to our business.

Directors with this skill/qualification:

Regulated Industry Experience

Our businesses are heavily regulated and are directly affected by governmental actions. As such, we seek directors with experience with government or with regulated companies to provide insight and understanding of effective strategies and compliance.

Directors with this skill/qualification:

Community Experience

Our business is embedded in the communities we serve. Understanding our customer base, our stakeholders and the communities that we serve is an important aspect of our director's experience.

Directors with this skill/qualification:

 
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