2024 Proxy Statement
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Age 52
Director since 2022
Skills and Qualifications:
Age 68
Director since 2018
Skills and Qualifications:
Age 53
Director since 2020
Skills and Qualifications:
Age 64
Director since 2020
Skills and Qualifications:
Age 65
Director since 2020
Committees:
Skills and Qualifications:
Age 70
Director since 2012
Committees:
Skills and Qualifications:
Age 64
Director since 2020
Committees:
Skills and Qualifications:
Age 65
Director since 2009
Committees:
Skills and Qualifications:
Age 58
Director since 2023
Skills and Qualifications:
Age 68
Director since 2009
Lead Independent Director since 2023
Skills and Qualifications:
Age 71
Director since 2017
Skills and Qualifications:
A Diverse, Experienced and Engaged Board
Megan Burkhart
Senior Executive Vice President, Chief Administrative Officer, Comerica Incorporated
Age 52 Director since 2022
Other Public Company Boards
Director Qualifications and Experience
Ms. Burkhart brings to our Board human capital management, executive compensation, consumer-facing business and
regulated
industry experience. Ms. Burkhart serves as Senior Executive Vice
President, Chief Administrative Officer for Comerica Incorporated. In this role, Ms. Burkhart has
responsibility over human resources and the company's DEI efforts. In addition, she oversees the
business program management office as well as corporate responsibility, which includes corporate
sustainability, communications and external affairs. Ms. Burkhart is also a member of Comerica's
Management Executive Committee. Ms. Burkhart joined Comerica in 1997 and prior to her current
role served as Executive Vice President, Chief Human Resources Officer from 2010 to January 2023.
Among her community affiliations, she serves on the board of Austin Street Center. Ms. Burkhart is
a graduate of the Leadership Dallas Class of 2016.
Business Experience
Committees
Key Skills and Experience
Lynn Casey
Retired Chair and CEO, Padilla
Age 68 Director since 2018
Other Public Company Boards
Director Qualifications and Experience
Ms. Casey has extensive executive experience in brand strategy and investor, corporate and media
relations. She is nationally recognized as an industry leader in building and protecting brands.
Ms. Casey brings valuable skills to the Board with her experience in creating and delivering high-impact communication
strategies, her expertise in crisis communications and management and her
strong commitment to the local community. Ms. Casey also serves as a director of several nonprofit
organizations in the communities that we serve.
Business Experience
Committees
Key Skills and Experience
Bob Frenzel
Chairman of the Board, President and CEO, Xcel Energy Inc.
Age 53 Director since 2021
Other Public Company Boards
Director Qualifications and Experience
Mr. Frenzel brings extensive experience and perspective to the Board in the areas of energy,
operations, finance, corporate development and risk management. Prior to his role as the
Company's President and Chief Executive Officer, Mr. Frenzel served as the Company's President
and Chief Operating Officer, leading Xcel Energy's four utility operating companies and
transmission, distribution and natural gas operations. Having served as Chief Financial Officer of
Xcel Energy and of Luminant, Mr. Frenzel has valuable knowledge of finance, tax, accounting and
corporate development functions. He also has experience in banking and with financial transactions
within the energy and power industry. Prior to starting his business career, Mr. Frenzel served in the
United States Navy for six years as a nuclear engineering officer and weapons officer and was
promoted to Lieutenant Commander in the Navy Reserve following active duty. He has also served
as a director for various nonprofit organizations.
Business Experience
Committees
Key Skills and Experience
Netha Johnson
President, Specialties Global Business Unit, Albemarle Corporation
Age 53 Director since 2020
Other Public Company Boards
Director Qualifications and Experience
Mr. Johnson’s global operations leadership experience provides the Board with valuable business
and strategic insight and executive leadership skill. His background in the specialty chemicals
industry is relevant to our business, and his experience with the industry and electrical and
renewable energy solutions provides valuable insight to our business as we work toward our
carbon-free future. Prior to starting his business career, Mr. Johnson was an officer in the United
States Navy. Mr. Johnson has served as a director on several nonprofit boards throughout his
career.
Business Experience
Committees
Key Skills and Experience
Patricia Kampling
Retired Chairman and CEO, Alliant Energy Corporation
Age 64 Director since 2020
Other Public Company Boards
Former Public Company Boards
Director Qualifications and Experience
Ms. Kampling is the former Chairman and Chief Executive Officer of Alliant Energy Corporation. She
has four decades of experience in the energy industry, having held leadership roles at Exelon
Corporation and the former IPSCO Corporation prior to her tenure at Alliant. Ms. Kampling provides
the Board with extensive utility-specific experience relating to finance, strategy, risk management
and regulation. Ms. Kampling also currently serves on several nonprofit boards.
Business Experience
Committees
Key Skills and Experience
George Kehl
Retired Office Managing Partner, KPMG LLP
Age 65 Director since 2020
Other Public Company Boards
Director Qualifications and Experience
With 38 years of experience in a global public accounting firm, Mr. Kehl brings extensive knowledge
of financial accounting, auditing and internal control over financial reporting, which is valuable to
our highly regulated company. He was an audit partner for 25 years at KPMG LLP, serving mostly
Fortune 500 companies, and was the managing partner of the Minneapolis office from 2010 until his
retirement in 2019. Mr. Kehl is a Certified Public Accountant in Minnesota and Florida. His
experience provides the Board with valuable strategic business, leadership and financial expertise,
and the Board has determined Mr. Kehl to be an audit committee financial expert. Mr. Kehl has
served as a director of several nonprofit companies in the communities we serve, providing
valuable insights into our stakeholder base that is vital to our business.
Business Experience
Committees
Key Skills and Experience
Richard O'Brien
Independent Consultant
Age 70 Director since 2012
Other Public Company Boards
Former Public Company Boards
Director Qualifications and Experience
Mr. O’Brien’s extensive executive experience provides to the Board valuable strategic insight,
leadership skills and a sound understanding of delivering effective operations in an expansive and
capital-intensive business. His acumen in financial reporting and accounting has been determined
by our Board to qualify him as an audit committee financial expert. He is currently consulting in the
areas of strategy, leadership and operating effectiveness with select mining firms. His background in
mining and electric and gas industries is directly relevant to our business, and he brings both
valuable experience in effective management of environmental issues and expertise in industry and
regulatory issues to our Board.
Business Experience
Committees
Key Skills and Experience
Charles Pardee
President, Terrestrial Energy, USA
Age 64 Director since 2020
Other Public Company Boards
Director Qualifications and Experience
Mr. Pardee brings to our Board extensive nuclear, operational and risk management experience. He
currently serves as President of Terrestrial Energy, USA, a nuclear technology company, and has
more than 38 years of experience in the energy industry, having held leadership roles at the
Tennessee Valley Authority and Exelon Corporation. Mr. Pardee has worked with several other
energy companies, including Florida Power Corporation and Carolina Power & Light, as well as the
Institute of Nuclear Power Operations. Mr. Pardee served as a Lieutenant in the United States Navy
for nine years. Mr. Pardee is the chair and director of the Committee on Nuclear Power for the
Emirates Nuclear Energy Corporation in the United Arab Emirates. He also sits on the nuclear safety
advisory board for the Tokyo Electric Power company.
Business Experience
Committees
Key Skills and Experience
Christopher Policinski
Retired President and CEO, Land O'Lakes, Inc.
Age 65 Director since 2009
Other Public Company Boards
Director Qualifications and Experience
Mr. Policinski led a rapidly growing, multinational food and agricultural cooperative, an experience
that positioned him to provide valuable leadership and strategic insight in effectively addressing
environmental and other major issues. As the former president and CEO of the third-largest United
States cooperative, Mr. Policinski has a wealth of experience in effectively managing operations,
addressing new risks and regulatory requirements and delivering value via effective growth
management. He is well versed in finance and the financial reporting process. Mr. Policinski has
experience as a director of a number of nonprofits, educational institutions and trade industry
groups and provides a solid understanding of the communities we serve. Mr. Policinski served as
our Lead Independent Director from 2016 to 2023.
Business Experience
Committees
Key Skills and Experience
James Prokopanko
Retired President and CEO, The Mosaic Company
Age 70 Director since 2015
Other Public Company Boards
Director Qualifications and Experience
Having led large and complex businesses, Mr. Prokopanko brings valuable leadership skills and
strategic insight to the Board. Throughout his career he has created growth, managed expansive
operations, built key assets and effectively addressed environmental issues, all valuable skills to
contribute to the Board. His experience in commodities, with capital-intensive businesses and as a
director for other public companies likewise contributes valuable and relevant expertise to the
Board. Mr. Prokopanko works with, supports and has served on the boards of several nonprofit
organizations and brings a thoughtful understanding of the communities we serve.
Business Experience
Committees
Key Skills and Experience
Tim Welsh
Vice Chair, Consumer and Business Banking, U.S. Bancorp
Age 58 Director since 2023
Other Public Company Boards
Director Qualifications and Experience
Mr. Welsh brings to our Board decades of experience in a variety of diverse fields, including
financial services, customer experience, workforce development and operations. Across several
industries, Mr. Welsh’s work has centered on understanding consumer behavior and creating
strategies to respond to consumer preferences. He also has extensive leadership and regulated
industry experience. At U.S. Bancorp, Mr. Welsh drives the company’s overall consumer and small
business strategy across its branch network. Before joining U.S. Bancorp, Mr. Welsh spent more
than 26 years at McKinsey & Co. in their Minneapolis-St. Paul offices, serving clients across a broad
spectrum of industries including financial services, consumer package goods and energy. Serving
as senior partner with the company, Mr. Welsh was elected by his colleagues to McKinsey’s
Shareholders Council, led McKinsey’s global learning and development function, and co-led the
firm’s people strategy. Mr. Welsh has a passion for helping enhance the vitality of the community in
Minnesota and opportunities for its residents. He has extensive board experience, including serving
as chair of the board for GREATER MSP and vice chair of the board of Allina Health. In addition,
Mr. Welsh is a founder of the Itasca Project to improve the quality of life in Minneapolis and St. Paul
and a founding board member of UPSIDE Foods (formerly Memphis Meats).
Business Experience
Committees
Key Skills and Experience
Kim Williams
Retired Partner, Wellington Management Company LLP
Age 68 Director since 2009 Lead Independent Director since 2023
Other Public Company Boards
Director Qualifications and Experience
Ms. Williams brings extensive experience in leadership with a major investment management
company, providing valuable and unique strategic insights to the Board. Her strong financial
background is particularly valuable in our capital-intensive industry. She brings extensive expertise
in risk assessment and management that is valuable for our business. She is active in the
community and has served as a trustee of a number of nonprofit and educational boards.
Business Experience
Committees
Key Skills and Experience
Daniel Yohannes
Former United States Ambassador to the Organization for Economic Cooperation and Development
Age 71 Director since 2017
Other Public Company Boards
Director Qualifications and Experience
Mr. Yohannes has a successful record of operation execution and corporate transformation as a
Chief Executive Officer and as an entrepreneur. Mr. Yohannes brings extensive experience in
banking, economic development and in global energy policy, providing the Board with strategic
insight and leadership skills. He has served in leadership roles in U.S. government organizations,
and for which he was nominated by President Obama and confirmed by the U.S. Senate. He is very
passionate about protecting the environment and economic equity issues. He is very active in his
community and serves on various boards of nonprofits and civic organizations.
Business Experience
Committees
Key Skills and Experience
Leadership & Strategy
Directors who hold or have held significant leadership positions provide the Company with valuable insights. These
people generally possess strong leadership qualities as well as the ability to identify and develop those qualities in
others. They demonstrate a practical understanding of strategy development and corporate governance, know how to create
growth and value and prioritize creating a strong corporate culture. Specialized expertise includes:
Megan Burkhart
(2), (3)
Lynn Casey
(3)
Bob Frenzel
(1), (2), (3)
Patricia Kampling
(1), (2), (3)
George Kehl
(2)
Richard O'Brien
(1), (2), (3)
Christopher Policinski
(1), (2), (3)
James Prokopanko
(1), (2), (3)
Tim Welsh
(2), (3)
Kim Williams
(2), (3) Risk Management
Effectively 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 needed to provide effective oversight
of risk management processes.
Finance
Accurate financial reporting and auditing are critical to our success, and so we seek to have a number of directors who
qualify as audit committee financial experts. Given the highly capital-intensive nature of our business, we also seek
directors who have experience overseeing large capital projects and complex financings. Specialized expertise includes:
Bob Frenzel
(2), (3)
Patricia Kampling
(1), (2), (3)
George Kehl
(1)
Richard O'Brien
(1), (2), (3)
Tim Welsh
(1)
Kim Williams
(1), (2) Regulated Industry
Our industry is heavily regulated and directly affected by government actions. Our operations are complex, and
addressing rapidly changing industry issues has strategic implications. As such, we seek directors with experience
working closely with government agencies or in highly regulated businesses, or with experience in industries that
require extensive permitting and community engagement to conduct business. Specific expertise includes:
Environmental
The production of energy has environmental impacts, and how we address rapidly evolving environmental regulation is
critical to our business. Directors with experience in addressing complex environmental regulations or siting major
facilities bring valuable expertise to our Board.
Customer & Community
Given the essential service we provide, understanding the needs and interests of stakeholders is critical. Directors
with experience in customer-facing industries bring valuable expertise as we prepare for a more competitive energy
market.
Likewise, a keen understanding of community issues and interests is important, as our success is tied to the success of
the communities we serve. Specific experience includes:
Megan Burkhart
(1), (2)
Lynn Casey
(1), (2)
Bob Frenzel
(1), (2)
Netha Johnson
(1), (2)
Patricia Kampling
(1), (2)
George Kehl
(1)
Christopher Policinski
(1), (2)
Tim Welsh
(1), (2)
Kim Williams
(1)
Audit Committee
Patricia Kampling
Financial Expert
Audit Committee Responsibilities:
All members are financially literate and no member serves on the audit committee of more than three public company
boards.
All members meet the Nasdaq and SEC standards for independence.
Finance Committee
Finance Committee Responsibilities:
All members meet the Nasdaq standards for independence.
Governance, Compensation and Nominating Committee (GCN)
Governance, Compensation and Nominating Committee (GCN) Responsibilities:
All members meet the Nasdaq and SEC standards for independence.
Operations, Nuclear, Environmental and Safety Committee (ONES)
Operations, Nuclear, Environmental and Safety Committee (ONES) Responsibilities:
All members meet the Nasdaq standards for independence.
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