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2024 Proxy Statement
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Welcome to Meet the Board. Use the menu above or click on any name, qualification, or committee to learn more.
Age 52
Director since 2022
Skills and Qualifications:
Age 68
Director since 2018
Skills and Qualifications:
Age 53
Director since 2021
Committees:
  • None
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
Skills and Qualifications:
Age 64
Director since 2020
Skills and Qualifications:
Age 70
Director since 2015
Skills and Qualifications:
Age 58
Director since 2023
Skills and Qualifications:
Age 68
Director since 2009
Lead Independent Director since 2023
Skills and Qualifications:

A Diverse, Experienced and Engaged Board

Director Nominee Stats
Director Nominee Stats



Megan Burkhart
Senior Executive Vice President, Chief Administrative Officer, Comerica Incorporated

Age 52

Director since 2022
Other Public Company Boards
  • None
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
  • Senior Executive Vice President, Chief Administrative Officer, Comerica Incorporated, a financial services company (January 2023 to present)
  • Executive Vice President, Chief Human Resources Officer, Comerica Incorporated (2010 to January 2023)
  • Senior Vice President, Director of Compensation, Comerica Incorporated (2007 to 2010)
  • First Vice President, Human Resources Director, Credit and Corporate Staffs, Comerica Incorporated (2004 to 2007)
Committees
Key Skills and Experience
Lynn Casey
Retired Chair and CEO, Padilla

Age 68

Director since 2018
Other Public Company Boards
  • None
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
  • Chair, Padilla, a public relations and communications firm (August 2018 to December 2019)
  • Chair and CEO, Padilla (2013 to August 2018)
  • CEO, Padilla Speer Beardsley (2001 to 2013)
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
  • Patterson Companies, Inc. (Since 2018)
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
  • Chairman of the Board, Xcel Energy Inc. (December 2021 to present)
  • President and CEO, Xcel Energy Inc. (August 2021 to present)
  • President and Chief Operating Officer, Xcel Energy Inc. (March 2020 to August 2021)
  • Executive Vice President and Chief Financial Officer, Xcel Energy Inc. (2016 to March 2020)
  • Senior Vice President and Chief Financial Officer, Luminant, a wholly owned subsidiary of Energy Future Holdings Corporation ("EFH"), an electric utility company (2012 to 2016); EFH filed for bankruptcy in 2014 and emerged from bankruptcy in 2016
  • Senior Vice President for Corporate Development, Strategy and Mergers and Acquisitions, EFH (2009 to 2012)
  • Vice President, Investment Banking Division, Goldman Sachs (2002 to 2009)
Committees
  • None
Key Skills and Experience
Netha Johnson
President, Specialties Global Business Unit, Albemarle Corporation

Age 53

Director since 2020
Other Public Company Boards
  • None
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
  • President, Specialties Global Business Unit (previously the Bromine Specialties business unit), Albemarle Corporation, a global specialty chemicals company (August 2018 to present)
  • Vice President and General Manager, 3M Company, a multi-national industrial, worker safety, health care and consumer goods company (2015 to August 2018)
  • President, Filtration, Pentair, a global water treatment company (2010 to 2015)
Committees
Key Skills and Experience
Patricia Kampling
Retired Chairman and CEO, Alliant Energy Corporation

Age 64

Director since 2020
Other Public Company Boards
  • American Water Works Co Inc. (Since 2019)
  • Fidelity Equity and High Income Funds (Since 2020)
Former Public Company Boards
  • Briggs & Stratton Corp. (2011 to 2021)
  • Alliant Energy Corporation (2012 to 2019)
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
  • Chairman and CEO, Alliant Energy Corporation, a public utility holding company (2012 to 2019)
  • President and Chief Operating Officer, Alliant Energy Corporation (2011 to 2012)
  • Executive Vice President and Chief Financial Officer, Alliant Energy Corporation (2010 to 2011)
Committees
Key Skills and Experience
George Kehl
Retired Office Managing Partner, KPMG LLP

Age 65

Director since 2020
Other Public Company Boards
  • None
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
  • Independent Consultant (2023 to present)
  • Office Managing Partner, KPMG LLP, a global audit, tax and advisory firm (2010 to 2019)
  • Audit Partner, KPMG LLP (1994 to 2019)
Committees
Key Skills and Experience
Richard O'Brien
Independent Consultant

Age 70

Director since 2012
Other Public Company Boards
  • New Gold Inc. (Since March 2024)
  • Vulcan Materials Company (Since 2008)
Former Public Company Boards
  • Pretivm Resources Inc. (2019 to 2022)
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
  • Independent Consultant (2015 to present)
  • President and CEO, Boart Longyear Limited, a global provider of drilling services, equipment and performance tooling for mining and drilling companies (2013 to 2015)
  • CEO, Newmont Mining Corporation, a global gold mining company (2012 to 2013)
  • President and CEO, Newmont Mining Corporation (2007 to 2012)
Committees
Key Skills and Experience
Charles Pardee
President, Terrestrial Energy, USA

Age 64

Director since 2020
Other Public Company Boards
  • None
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
  • President, Terrestrial Energy, USA, a nuclear technology company (June 2019 to Present)
  • Executive Vice President, Chief Operating Officer, Tennessee Valley Authority, a federally owned corporation that provides navigation, flood control, electricity generation, fertilizer manufacturing and economic development to the Tennessee Valley (2013 to 2017)
  • Executive Vice President, Chief Generation Officer, Tennessee Valley Authority (January 2013 to April 2013)
  • Chief Operating Officer, Exelon Generation, Exelon corporation’s energy provider (2010 to 2013)
  • President and Chief Nuclear Officer, Exelon Nuclear, Exelon corporation’s nuclear division (2007 to 2010)
Committees
Key Skills and Experience
Christopher Policinski
Retired President and CEO, Land O'Lakes, Inc.

Age 65

Director since 2009
Other Public Company Boards
  • Hormel Foods Corporation (Since 2012)
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
  • CEO, CJP Leadership Partners, LLC, a consulting company (2021 to present)
  • CEO, VitaKey, a nutrition science company (August 2020 to February 2021)
  • President and CEO, Land O’Lakes, Inc., an agricultural and dairy cooperative (2005 to 2018)
  • Senior leadership positions at Land O’Lakes, Inc. and The Pillsbury Company, a grain processing and food production company
Committees
Key Skills and Experience
James Prokopanko
Retired President and CEO, The Mosaic Company

Age 70

Director since 2015
Other Public Company Boards
  • Regions Financial (Since 2016)
  • Vulcan Materials Company (Since 2009)
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
  • President and CEO, The Mosaic Company, producer of phosphate and potash crop nutrients (2007 to 2015)
  • Executive Vice President and COO, The Mosaic Company (2006 to 2007)
  • Senior leadership positions, Cargill Corporation, a trading, purchasing and distributing grain and other agricultural commodities company (1999 to 2006)
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
  • None
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
  • Vice Chair, Consumer and Business Banking, U.S. Bancorp, a financial services holding company (March 2019 to present)
  • Vice Chair, Consumer Banking Sales and Support, U.S. Bancorp (July 2017 to March 2019)
  • Senior Partner, McKinsey & Company, a global management consulting firm (2006 to June 2017)
  • Partner, McKinsey & Company (1999 to 2006)
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
  • E.W. Scripps (Since 2008)
  • Weyerhaeuser Corporation (Since 2006)
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
  • Partner, Wellington Management Company, LLP, an investment and asset management company for institutional investors (1995 to 2005)
  • Leadership positions, Loomis, Sayles & Co., Inc., an investment management company, and Imperial Chemical Industries Pension Fund, a defined benefit occupational pension fund (prior to 1995)
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
  • Dow Inc. (2019 to present)
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
  • U.S. Ambassador and Permanent Representative to the Organization for Economic Cooperation and Development, including the International Energy Agency and the Nuclear Energy Agency (2014 to 2017)
  • Chief Executive Officer, Millennium Challenge Corporation, an independent U.S. government foreign aid agency (2009 to 2014)
  • Prior leadership positions with U.S. Bank and Security Pacific Bank (now Bank of America)
  • Co-founder of New Resource Bank, which invests in environmentally sustainable businesses
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:

  • Public Company/Large Organization CEO Experience (1)
  • Legal, Governance and Policy Expertise (2)
  • Human Resource Management and Executive Compensation Experience (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:

  • Audit Committee Financial Expert (1)
  • Investment Oversight Expertise (2)
  • Chief Financial Officer Experience (3)
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:

  • Utility and Energy Sector Experience (1)
  • Nuclear Leadership and Expertise (2)
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:

  • Nonprofit Board Governance (1)
  • Consumer-Facing Business Experience (2)
Audit Committee


7 Meetings in 2023

Audit Committee Responsibilities:
  • 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 and evaluates the performance of our independent registered public accounting firm.
  • Reviews with management our major financial risk exposures and the steps management has taken to monitor and control the exposures, including our risk assessment and risk management guidelines and policies.
  • Reviews the compliance risks and implementation and effectiveness of our compliance and business conduct program.
  • Reviews the scope and the planning of the audit with both the internal auditors and the independent registered public accounting firm.
  • Reviews the findings and recommendations of both the internal auditors and the independent registered public accounting firm and management’s response to those recommendations.
  • Prepares the Report of the Audit Committee included in this proxy statement.
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


5 meetings in 2023

Finance Committee Responsibilities:
  • 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.
  • Reviews and recommends lines of new business.
All members meet the Nasdaq standards for independence.
Governance, Compensation and Nominating Committee (GCN)


4 meetings in 2023

Governance, Compensation and Nominating Committee (GCN) Responsibilities:
  • Determines Board organization, selection of director nominees and recommendations regarding director compensation.
  • Recommends Lead Independent Director and Board committee memberships.
  • Develops effective CEO and Board succession plans.
  • Evaluates performance of the CEO.
  • Approves executive officer compensation, including incentives and other benefits.
  • Oversees compensation and governance-related risks.
  • Establishes corporate governance principles and procedures.
  • Oversees our Code of Conduct.
  • Reviews our political contributions policy, lobbying expenditures, contributions and key lobbying activity.
  • Oversees activities and reporting of ESG matters, including oversight of DEI.
  • Reviews our workforce strategy and risks and the process for management development and long-range planning.
  • Reviews proxy disclosures regarding director and executive officer compensation and benefits.
  • Prepares the Report of the Compensation Committee included in this proxy statement.
All members meet the Nasdaq and SEC standards for independence.
Operations, Nuclear, Environmental and Safety Committee (ONES)


4 meetings in 2023

Operations, Nuclear, Environmental and Safety Committee (ONES) Responsibilities:
  • Oversees nuclear strategy, operations and performance, including the review of findings from reports, inspections and evaluations.
  • Oversees the performance of our significant electric and natural gas operations.
  • Reviews environmental and climate 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.
  • Reviews safety performance, strategy and initiatives.
  • Reviews customer service performance, performance issues and initiatives.
  • Oversees physical and cybersecurity risks related to plants and operations as well as wildfire risk.
  • Periodically tours facilities and conducts meetings at key Company locations, including nuclear plants.
  • Oversees enterprise-wide operational risks and performance.
All members meet the Nasdaq standards for independence.
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