DEF 14A of Black Hills Corp /SD/
Filed Mar 15, 2024 · FY20230000950170-24-032219
BOARD OF DIRECTORS
BOARD OF DIRECTORS
Director Nominees
Director Nominees Our Board of Directors ("Board") is committed to oversight that promotes the long-term interests of our shareholders and other stakeholders. We believe this is best achieved with directors who bring a diverse and relevant set of skills, expertise, experiences and perspectives. Our Board is nominating four individuals for election at this annual meeting. The following table provides summary information about the nominees:
Director Nominees
| Name | Age | Director Since | Independent | Committee Membership | Other U.S. Public Boards | | Linden R. Evans | 61 | 2018 | | NA | None | | Barry M. Granger | 64 | 2020 | X | Compensation | None | | Tony A. Jensen | 61 | 2019 | X | Audit | None | | Steven R. Mills | 68 | 2011 | X | Board Chair; Governance | Amyris, Inc. |
Is cumulative voting permitted for the election of directors?
Is cumulative voting permitted for the election of directors? In the election of directors, you may cumulate your vote. Cumulative voting allows you to allocate among the director nominees in the same class, as you see fit, the total number of votes equal to the number of director positions to be filled multiplied by the number of shares you hold. For example, if you own 100 shares of stock, and there are three directors to be elected in a class at the annual meeting, you could allocate 300 “For” votes (three times 100) among as few or as many of the three nominees to be voted on at the annual meeting as you choose. If you choose to cumulate your votes, you will need to submit a proxy card or a ballot and make an explicit statement of your intent to cumulate your votes, either by indicating in writing on the proxy card or by indicating in writing on your ballot when voting at the annual meeting. If you hold shares beneficially in street name and wish to cumulate votes, you should contact your broker, trustee or nominee.
DIRECTOR SKILLS AND EXPERIENCE
DIRECTOR SKILLS AND EXPERIENCE
DIRECTOR SKILLS AND EXPERIENCE
| | Linden R. Evans | Outside Directorships: | | | President and Chief Executive Officer of the Company | None | | | Director since: 2018 | | | | Director Class: III, term expiring in 2027 | Other U.S. Public Company Directorships: | | | Age: 61 | None | | Summary: | | | | Mr. Evans has been President and Chief Executive Officer of the Company since January 1, 2019. He previously served as President and Chief Operating Officer from 2016 to 2018, and President and Chief Operating Officer – Utilities from 2004 to 2015. He began his career with Black Hills Corporation in 2001 as Corporate Counsel. Prior to joining the Company, Mr. Evans was a mining engineer and an attorney specializing in environmental and corporate legal matters. | | | | Skills Relevant to BHC: | | | | As CEO of Black Hills Corporation, Mr. Evans brings historic institutional knowledge of the Company and its operations that assist the Board in its evaluation of the Company’s financial and operational risks and strategy. | | |
DIRECTOR SKILLS AND EXPERIENCE
| | Barry M. Granger | Standing Board Committees: | | | Managing Partner and Co-Founder of Vonbar Investments LLC | Compensation Committee | | | Director since: 2020 | | | | Director Class: III, term expiring in 2027 | Other U.S. Public Company Directorships: | | | Age: 64 | None | | Summary: | | | | Mr. Granger has over 40 years of experience in the chemical and industrial markets. He is the Managing Partner of Vonbar Investments LLC. He held leadership roles at DuPont as Vice President of Government Marketing and Government Affairs and Vice President and General Manager at Tyvek®. Early in his career, he served as the Executive Assistant to the Chairman and CEO of DuPont. He has held a variety of leadership positions with increasing responsibilities in business, regulatory affairs, operations, sales and marketing. | | | | Skills Relevant to BHC: | | | | Mr. Granger’s leadership roles in the areas of governmental affairs, business and operations offer the Board insight regarding business strategy and leadership, oversight of operations, regulatory affairs, safety and people development. | | |
DIRECTOR SKILLS AND EXPERIENCE
| | Tony A. Jensen | Standing Board Committees: | | | Retired Director, President and Chief Executive Officer of Royal Gold, Inc. | Audit Committee | | | Director since: 2019 | | | | Director Class: III, term expiring in 2027 | Other U.S. Public Company Directorships: | | | Age: 61 | None | | Summary: | | | | Mr. Jensen has over 35 years of experience in the international mining and mining finance industries. From 2003 until his retirement in 2019, Mr. Jensen served in several leadership roles at Royal Gold, Inc., a public precious metals company, including Director, President and Chief Executive Officer from 2006 to 2019, and Chief Operating Officer from 2003 to 2006. Prior to 2003, he held roles with progressively more responsibility in engineering, finance, strategic growth, safety, environmental excellence, and operational efficiency. Mr. Jensen also serves on the Boards of Antofagasta Minerals SA and Antofagasta plc where he chairs the Audit and Risk Committee and is a member of the Projects Committee as well as the Governance and Nominations Committee. | | | | Skills Relevant to BHC: | | | | As the former CEO of a publicly traded precious metals stream and royalty company, Mr. Jensen brings business, leadership, governance, and financial expertise that assists the Board in evaluating the Company’s financial risks and strategy and capital deployment. | | |
DIRECTOR SKILLS AND EXPERIENCE
| | Kathleen S. McAllister | Standing Board Committees: | | | Retired Director, President and Chief Executive Officer of Transocean Partners LLC | Audit Committee | | | Director since: 2019 | | | | Director Class: I, term expiring in 2025 | Other U.S. Public Company Directorships: | | | Age: 59 | Silverbow Resources, Inc. (since 2023) TMC The Metals Company Inc. (since 2022) | | Summary: | | | | Ms. McAllister has over 30 years of experience in diverse leadership roles with global, capital intensive companies in the energy value chain. She served as Director, President and Chief Executive Officer of Transocean Partners LLC, an international provider of offshore contract drilling services from 2014 to 2016, and as Chief Financial Officer in 2016. She held the roles of Vice President and Treasurer of Transocean Ltd. from 2011 to 2014. Prior to 2011, she served in roles with increasing responsibility in finance, information technology, tax and treasury. Ms. McAllister is a National Association of Corporate Directors Board Fellow and a Certified Public Accountant. She previously served on the board of Maersk Drilling from 2019 to 2021, where she chaired the Audit and Risk Committee. She is a Board Member of Silverbow Resources, Inc. and TMC The Metals Company Inc., where she chairs the Audit Committees. She also serves on the Board of Hoegh LNG Partners. | | | | Skills Relevant to BHC: | | | | As a former CEO, CFO and Treasurer of publicly traded companies, Ms. McAllister's broad business perspective, financial acumen and experience in capital raising and allocation contributes to the Board's oversight of strategy and risk. Her experience serving as a corporate director and audit and risk committee chair on other public company boards provides a valuable perspective on the Board's role in management oversight and corporate governance. | | |
DIRECTOR SKILLS AND EXPERIENCE
| | Steven R. Mills | Standing Board Committees: | | | Chairman of the Board Retired Public Company Financial Executive | Governance Committee | | | Director since: 2011 | | | | Director Class: III, term expiring in 2027 | Other U.S. Public Company Directorships: | | | Age: 68 | Amyris, Inc. (since 2018) | | Summary: | | | | Mr. Mills has more than 40 years of experience in the fields of accounting, corporate finance, strategic planning, risk management, and mergers and acquisitions. He served as Chief Financial Officer of Amyris, Inc., a renewable products company, from May 2002 to December 2003 Prior to joining Amyris, he had a 33-year career at Archer Daniels Midland Company, one of the world’s largest agricultural processors and food ingredient providers. At Archer Daniels Midland, he held various senior executive roles, including Chief Financial Officer, Controller, and responsibility for leading company strategic efforts globally. Mr. Mills also serves on the boards of Arianna S.A., Illinois College and First Interstate Corporation (along with its wholly-owned banking subsidiary, Hickory Point Bank & Trust). | | | | Skills Relevant to BHC: | | | | Mr. Mills brings to the Board executive leadership and financial experience as a former CFO of publicly traded companies and strategic planning experience as both a former senior vice president of strategic planning and a senior executive vice president performance and growth for a publicly traded company. These roles also position Mr. Mills to provide the Board perspectives on mergers and acquisitions and capital deployment. | | |
DIRECTOR SKILLS AND EXPERIENCE
| | Robert P. Otto | Standing Board Committees: | | | Owner of Bob Otto Consulting LLC | Audit Committee | | | Director since: 2017 | | | | Director Class: I, term expiring in 2025 | Other U.S. Public Company Directorships: | | | Age: 64 | None | | Summary: | | | | Since 2017, Mr. Otto has provided strategic planning and advisory services in cybersecurity and intelligence through his company, Bob Otto Consulting LLC. With 34 years of U.S. Air Force service, he served as a general officer from 2008 to 2016, culminating as lieutenant general and the Deputy Chief of Staff for Intelligence, Surveillance and Reconnaissance. He was directly responsible for intelligence policy, planning, implementation, oversight, and leadership of a 27,000-person workforce. | | | | Skills Relevant to BHC: | | | | Mr. Otto’s experience in cybersecurity and intelligence through his lengthy career with the U.S. Air Force provides the Board information technology and cybersecurity expertise. His leadership and oversight of a large workforce positions him to provide the Board insights regarding human capital management. | | |
DIRECTOR SKILLS AND EXPERIENCE
| | Scott M. Prochazka | Standing Board Committees: | | | Former Board Member, President and Chief Executive Officer of CenterPoint Energy | Compensation Committee | | | Director since: 2020 | | | | Director Nominee Class: II, term expiring in 2026 | Other U.S. Public Company Directorships: | | | Age: 58 | Li-Cycle Holdings Corp. (since 2021) | | Summary: | | | | Mr. Prochazka served as Board Member, President and Chief Executive Officer of CenterPoint Energy, a public energy delivery company with electric transmission and distribution, power generation and natural gas distribution operations, from 2014 until his retirement in 2020. Prior to that he was Chief Operating Officer from 2012 to 2013, Senior Vice President of Electric Business from 2011 to 2012, and Vice President of Gas Business Unit from 2009 to 2011. He held other management positions including Vice President Customer Care and Support Services and Vice President Texas Gas Region. Before his time at CenterPoint Energy, Mr. Prochazka held roles of increasing responsibility at Dow Chemical. Mr. Prochazka was a Board Member of Enable Midstream Partners, LP from 2014 to 2020, and Chairman from 2015 to 2017. Mr. Prochazka was previously a Board Member of Peridot Acquisition Corporation, from 2020 to 2021, where he served on the Audit and Compensation Committees, and Peridot Acquisition Corp. II, from 2021 to 2023, where he served on the Audit and Compensation Committees. He currently serves on Li-Cycle Holdings Corp. (successor to Peridot Acquisition Corp.) where he chairs the Audit Committee and serves on the Nominating/Governance Committee and the Compensation Committee. He also serves on the Board of Saudi Electric Co. | | | | Skills Relevant to BHC: | | | | Mr. Prochazka’s executive experience as a former CEO of a publicly traded electric and gas utility company, with a market cap more than four times that of Black Hills Corporation, and leadership experience as COO of both gas and electric utility divisions, provides a valuable perspective regarding utility business operations, regulatory and governmental affairs, safety, capital deployment and risk management. | | |
DIRECTOR SKILLS AND EXPERIENCE
| | Rebecca B. Roberts | Standing Board Committees: | | | Retired President of Chevron Pipe Line Company | Compensation Committee Governance Committee (Chair) | | | Director since: 2011 | | | | Director Nominee Class: II, term expiring in 2026 | Other U.S. Public Company Directorships: | | | Age: 71 | AbbVie, Inc. (since 2018) MSA Safety, Inc. (since 2013) | | Summary: | | | | Ms. Roberts has over 35 years of experience in the energy industry, including managing pipelines in North America and global pipeline projects, and managing a portfolio of power plants in the United States, Asia, and the Middle East. From 2006 until her retirement in 2011, Ms. Roberts served as the President of Chevron Pipe Line Company, a pipeline company transporting crude oil, refined petroleum products, liquefied petroleum gas, natural gas, and chemicals within the United States. From 2003 until 2006, she was the President of Chevron Global Power Generation. She was previously a Board Member of Enbridge, Inc., from 2015 to 2018. Ms. Roberts is a Board Member of Abbvie, Inc. and MSA Safety, Inc., where she serves as the Chair of the Compensation Committee. As previously disclosed, Ms. Roberts, who will turn 72 prior to our 2025 annual meeting, is required to resign effective at that meeting pursuant to our bylaws. | | | | Skills Relevant to BHC: | | | | Ms. Robert’s executive experience overseeing natural gas pipelines and power generation facilities positions her to assist the Board as it evaluates the Company’s operational, health and safety risks. Her prior and ongoing experience on other public company boards provides insight as to the Board’s role in oversight of management as well as corporate governance. | | |
DIRECTOR SKILLS AND EXPERIENCE
| | Mark A. Schober | Standing Board Committees: | | | Retired Senior Vice President and Chief Financial Officer of ALLETE, Inc. | Audit Committee (Chair) Governance Committee | | | Director since: 2015 | | | | Director Class: I, term expiring in 2025 | Other U.S. Public Company Directorships: | | | Age: 68 | None | | Summary: | | | | Mr. Schober has more than 35 years of experience in the utility and energy industry. From 2006 until his retirement in 2014, Mr. Schober served as the Senior Vice President and Chief Financial Officer of ALLETE, Inc., a public energy company. His extensive industry experience in the upper Midwest provides expertise in the regulated business model and the unique challenges of the geographic and regulatory environment in which we operate. | | | | Skills Relevant to BHC: | | | | Mr. Schober brings to the Board business and leadership experience as a former executive of a public company, regulated utility experience as a former executive of a publicly traded Midwest based energy company, and financial expertise having served as a CFO. He also provides insight to the Company regarding potential exposures and risks in these areas. | | |
DIRECTOR SKILLS AND EXPERIENCE
| | Teresa A. Taylor | Standing Board Committees: | | | Chief Executive Officer of Blue Valley Advisors, LLC | Compensation Committee (Chair) Governance Committee | | | Director since: 2016 | | | | Director Nominee Class: II, term expiring in 2026 | Other U.S. Public Company Directorships: | | | Age: 60 | T-Mobile USA, Inc. (since 2013) | | Summary: | | | | Ms. Taylor has over 30 years of experience in the technology, media, and telecom sectors. She has been the Chief Executive Officer of Blue Valley Advisors, LLC, a consulting firm that she founded, since 2011. She was the Chief Operating Officer of Qwest Communications, Inc., a telecommunications carrier, from 2009 to 2011, where she led the daily operations and a senior management team responsible for 30,000 employees in field support, technical development, sales, marketing, customer support and information technology systems. She is a Board Member of T-Mobile USA, Inc. She was previously a Board Member of First Interstate BancSystem, Inc. from 2012 to 2020, Columbia Pipeline Group Inc. from 2015 to 2016, and NiSource, a public utility company from 2012 to 2015. | | | | Skills Relevant to BHC: | | | | Ms. Taylor’s broad range of experience over her three decades-long career, including in the fields of human resources, customer support, information technology systems, and business operations, add breadth and depth to the board. Her experience leading large employee teams lends toward engagement with the Board in the areas of compensation practices and human capital management. Ms. Taylor’s experience as a lead independent director of a publicly traded company provides further insight into Board governance and oversight of management. | | |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION FOR 2023 AND COMMON STOCK EQUIVALENTS OUTSTANDING AS OF DECEMBER 31, 2023(1)
DIRECTOR COMPENSATION FOR 2023 AND COMMON STOCK EQUIVALENTS OUTSTANDING AS OF DECEMBER 31, 2023(1)
DIRECTOR COMPENSATION FOR 2023 AND COMMON STOCK EQUIVALENTS OUTSTANDING AS OF DECEMBER 31, 2023(1)
| Name(2) | Fees Earned or Paid in Cash | Stock Awards(3) | Total | Outstanding Equity Awards at December 31, 2023(4) | | Barry M. Granger | $103,333 | $120,000 | $223,333 | 5,770 | | Tony A. Jensen | $104,167 | $120,000 | $224,167 | 5,755 | | Kathleen A. McAllister | $105,000 | $120,000 | $225,000 | 7,508 | | Steven R. Mills | $202,500 | $120,000 | $322,500 | 23,706 | | Robert P. Otto | $105,000 | $120,000 | $225,000 | 10,758 | | Scott M. Prochazka | $102,500 | $120,000 | $222,500 | 4,017 | | Rebecca B. Roberts | $120,000 | $120,000 | $240,000 | 23,166 | | Mark A. Schober | $127,500 | $120,000 | $247,500 | 15,014 | | Teresa A. Taylor | $122,500 | $120,000 | $242,500 | 11,321 |
DIRECTOR COMPENSATION FOR 2023 AND COMMON STOCK EQUIVALENTS OUTSTANDING AS OF DECEMBER 31, 2023(1)
(1) Our directors did not receive any stock option awards, non-equity incentive plan compensation, pension benefits or perquisites in 2023 and did not have any stock options outstanding at December 31, 2023. (2) Mr. Evans, our President and CEO, is not included in this table because he is our employee and thus receives no compensation for his services as director. Mr. Evans’ compensation received as an employee is shown in the Summary Compensation Table for our Named Executive Officers. (3) On May 1, 2023, each non-employee director received an annual equity award of restricted stock units equivalent to $120,000 that will vest following our 2024 annual meeting. The grant date fair value of a restricted stock unit is the closing price of a share of our common stock on the grant date. (4) Includes common stock equivalents, unvested restricted stock units and associated earned dividends (1,899 shares for each director that will vest, if not deferred, at the 2024 annual meeting) and deferred stock units (1,753 shares for Ms. McAllister and Messrs. Granger, Mills, and Schober who elected to defer their restricted stock awards until they separate from the board). Dividend equivalents accrue on the common stock equivalents and restricted stock units.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
| Name of Beneficial Owner (1) | Shares of Common Stock Beneficially Owned (2) | Outstanding Equity Awards (3) | Total | Percentage | | Outside Directors | | | | | | Barry M. Granger | 2,634 | 3,871 | 6,505 | * | | Tony A. Jensen | 10,730 | 3,857 | 14,587 | * | | Kathleen S. McAllister | 7,372 | 5,610 | 12,982 | * | | Steven R. Mills | 20,561 | 21,807 | 42,368 | * | | Robert P. Otto | 7,362 | 8,859 | 16,221 | * | | Scott M. Prochazka | 4,387 | 2,118 | 6,505 | * | | Rebecca B. Roberts | 8,599 | 21,267 | 29,866 | * | | Mark A. Schober | 7,979 | 13,116 | 21,095 | * | | Teresa A. Taylor | 6,525 | 9,422 | 15,947 | * | | Named Executive Officers | | | | | | Linden R. Evans | 159,840 | | 159,840 | * | | Kimberly F. Nooney | 22,174 | | 22,174 | * | | Brian G. Iverson | 42,771 | | 42,771 | * | | Marne M. Jones | 15,727 | | 15,727 | * | | Erik D. Keller | 8,702 | | 8,702 | * | | All current directors and executive officers as a group (15 persons) | 341,564 | 89,927 | 431,491 | * |
BEST PRACTICES IN EXECUTIVE COMPENSATION
| What we do: | | What we do not do: | | ✓ | A significant portion of executive pay is at risk by granting incentive awards that are based on continuing annual and long-term metrics tied to performance.X | No employment agreements with executives. | | ✓ | Short-Term incentive plan awards are capped at 200% of target.X | No change in control cash severance payments that exceed three times base salary and target bonus. | | ✓ | Long-Term incentive plan awards are capped at 200% of target number of shares granted.X | No excise tax gross-ups for executives. | | ✓ | Beginning with 2023 grants, non-vested equity awards are not accelerated after a change in control unless the executive is: (1) terminated without cause or good reason; or (2) the award is not assumed or substituted by the successor companyX | No hedging or pledging of Company stock. | | ✓ | Executives and directors are subject to stock ownership guidelines and retention requirements.X | No excessive perquisites for executives. |
2023 COMPENSATION PRACTICE CHANGES
| | Prior Executive Compensation Practice | Revised Executive Compensation Practice | Rationale for Change | | Short-Term Incentive | Five performance measures and the corresponding weighting: 70% EPS from ongoing operations, as adjusted 7.5% System Average Interruption Duration Index (SAIDI) 7.5% Hits Per Thousand (HPT) 7.5% Total Case Incident Rate (TCIR) 7.5% Diversity Training | Five goal categories and the corresponding weighting: 70% EPS from ongoing operations, as adjusted 7.5% Safety Index metrics 7.5% System Safety and Reliability Index metrics 7.5% Customer Experience Index metrics 7.5% Diversity Index metrics | Safety metrics reinforce a culture of safety by encouraging employee attention to key proactive safety actions and outcome-based safety results. System Safety and Reliability metrics reinforce our commitment to safe and reliable operations and environmental stewardship. Customer Experience metrics measure the quality of our customer service through multiple points of interaction. Diversity metrics reinforce our commitment to advancing diversity in our workforce. | | Long-Term Incentive | 60% Performance Share Units and 40% Restricted Stock Awards | 70% Performance Share Units and 30% Restricted Stock Awards | A higher performance based percentage drives long-term focus/behaviors/actions on the performance measures and aligns with peer group practices. |
SETTING EXECUTIVE COMPENSATION
| • | Analyze executive compensation market data to ensure market competitiveness | | • | Review the components of executive compensation, including base salary, short-term incentive, long-term incentive, retirement, and other benefits | | • | Review total compensation and structure | | • | Review executive officer performance, responsibilities, experience, and other factors cited above to determine individual compensation levels |
SETTING EXECUTIVE COMPENSATION
The Committee used the services of Meridian to evaluate 2023 compensation. Meridian gathered data from nationally recognized survey providers, as well as specific peer companies through public filings, which included: i. Willis Towers Watson’s Compensation Data Bank (energy services and general industry); and ii. 20 peer companies representing the utility and energy industry. The 20 peer companies ranged in annual revenue size from approximately $656 million to $8.1 billion, with the median at $2.4 billion. The Company’s 2023 revenue was $2.3 billion. The survey data was adjusted for our relative revenue size using regression analysis. Our compensation peer companies included in the analysis for 2023 compensation decisions were:
SETTING EXECUTIVE COMPENSATION
________ (1) Ms. Nooney was appointed CFO effective April 1, 2023. (2) Ms. Jones was appointed Senior Vice President - Utilities effective June 12, 2023 Short-Term Incentive. Our Short-Term Incentive Plan is designed to recognize and reward the contributions of individual executives as well as the contributions that group performance makes to overall corporate success. The 2023 short-term incentive was based on the following metrics:
SETTING EXECUTIVE COMPENSATION
| 2023 Short-Term Incentive Metrics | | | | Metric | Weighting | Definition | | EPS from ongoing operations, as adjusted | 70.00% | Diluted earnings per share calculated in accordance with GAAP, adjusted for material, non-recurring events (such as impairment charges, one-time tax events, external acquisition costs, changes to accounting rules, etc.) | | Timeliness of Incident Reporting | 1.875% | Reporting of injuries within 24 hours | | Average Proactive Safety Activities/Employee | 1.875% | Includes reporting of near misses, safety suggestions, unsafe conditions, stop work authority, and pipeline near misses | | Total Case Incident Rate (TCIR) | 1.875% | Injuries per 200,000 hours worked | | Preventable Motor Vehicle Incident Rate (PMVI) | 1.875% | Preventable motor vehicle incident rate | | Gas Distribution Damage Prevention (HPT) | 3.75% | Hits per thousand | | Electric Reliability (SAIDI) | 3.75% | System average interruption duration index | | Customer Interaction: Customer Effort | 2.50% | Third party survey of 25,000 customers regarding "How easy is BHE to do business with?" | | Customer Interaction: Net Promoter Score | 2.50% | Third party survey of 25,000 customers regarding "How likely are you to recommend BHE?" | | Customer Brand/Perception: JD Power Gas vs Industry | 1.25% | Third party scoring of brand perception relative to other gas utilities | | Customer Brand/Perception: JD Power Electric vs Industry | 1.25% | Third party scoring of brand perception relative to other electric utilities | | Percent of Diverse Candidate Slates | 3.75% | A slate that includes at least 1 woman and/or racially/ethnically diverse candidate | | Percent of Diverse Interview Panels | 3.75% | A panel that includes at least 1 woman and/or racially/ethnically diverse individual in the final interview |
SETTING EXECUTIVE COMPENSATION
| 2023 Short-Term Incentive Goals | | | | | | Goals | | | | Incentive | Threshold | Target | Maximum | | EPS from ongoing operations, as adjusted | $3.488 | $3.750 | $4.013 | | Timeliness of Incident Reporting | 90% | 91% | 92% | | Average Proactive Safety Activities/Employee | 2 | 3 | 4 | | Total Case Incident Rate (TCIR) | 1.39 | 1.23 | 1.11 | | Preventable Motor Vehicle Incident Rate (PMVI) | 1.56 | 1.44 | 1.33 | | Gas Distribution Damage (HPT) | 2.20 | 2.05 | 1.80 | | Electric Reliability (SAIDI) | 72.80 | 65.70 | 51.80 | | Customer Interaction: Customer Effort | 8.80 | 8.90 | 9.00 | | Customer interaction: Net Promotor Score | 64.00 | 67.00 | 70.00 | | Customer Brand/Perception: JD Power Gas vs Industry | 25% | 50% | 75% | | Customer Brand/Perception: JD Power Electric vs Industry | +1 ranking | +2 ranking | +3 ranking | | Percent of Diverse Candidate Slates | 80% | 85% | 90% | | Percent of Diverse Interview Panels | 90% | 92% | 94% | | Payout percentage of target for each metric | 50% | 100% | 200% |
SETTING EXECUTIVE COMPENSATION
The short-term incentive, after applicable tax withholding, is distributed to the officer in the form of cash. Target award levels are established as a percentage of each participant’s base salary. A target award is typically set around the benchmark 50th percentile short-term incentive target award for comparable positions. The actual payout, if any, will vary, based on attainment of pre-established performance goals, between 0 and 200 percent of the individual executive’s short-term incentive target award level. The Committee approves the target level for each officer in January, which applies to performance in the upcoming plan year. Target levels are derived in part from market data provided by the compensation consultant and in part by the Committee’s judgment regarding internal equity, retention and an individual executive’s expected contribution to the achievement of our strategic objectives. The target levels for our Named Executive Officers are shown below:
SETTING EXECUTIVE COMPENSATION
| Short-Term Incentive Target | | | | | | | 2022 | | 2023 | | | | % of Base Salary | $ Amount | % of Base Salary | $ Amount | | Evans, CEO | 100% | $860,000 | 100% | $900,000 | | Nooney, CFO | 45% | $168,750 | 60% | $264,000 | | Iverson, GC | 60% | $249,600 | 70% | $303,100 | | Jones, SVP | 45% | $153,000 | 55% | $218,900 | | Keller, CIO | 50% | $177,000 | 50% | $184,000 | | Kinzley, Former CFO | 70% | $330,400 | 70% | $330,400 |
SETTING EXECUTIVE COMPENSATION
The threshold, target and maximum payout levels for our Named Executive Officers under the 2023 Short-Term Incentive Plan are shown in the Grants of Plan-Based Awards in 2023 table on page 38, under the heading “Estimated Future Payouts Under Non-Equity Incentive Plan Awards.” Early in the first quarter, the Committee evaluates actual performance in relation to the prior year’s targets and approves the actual payment of awards related to the prior plan year. The Committee reserves the discretion to adjust any award, and will review and take into account individual performance, level of contribution, and the accomplishment of specific project goals that were initiated throughout the plan year. The Committee also reserves discretion with respect to any payout related to safety goals if we experience an employee or contractor fatality during the plan period. For 2023, the Committee exercised its discretion and approved a $0.022 increase to EPS from ongoing operations, as adjusted, resulting in $3.932 of EPS for compensation purposes. The adjustment to EPS excluded certain project costs that were not anticipated when the original metrics were set. Except for the Committee's discretionary increase, earnings per share from ongoing operations, as adjusted, for incentive plan purposes were the same as earnings per share, diluted, reported externally to our investors. On January 25, 2024, the Committee approved a payout of 153.67% percent of target under the 2023 Short-Term Incentive Plan. The incentive plan payout was based on attainment of the following:
SETTING EXECUTIVE COMPENSATION
| Incentive | 2023 Results | Goal Payout | % of Award | Payout | | EPS from ongoing operations, as adjusted | $3.932 | 169.200% | 70.000% | 118.440% | | Timeliness of Incident Reporting | 93% | 200.00% | 1.875% | 3.750% | | Average Proactive Safety Activities/Employee | 4 | 200.00% | 1.875% | 3.750% | | Total Case Incident Rate (TCIR) | 1.51 | 0.00% | 1.875% | 0.000% | | Preventable Motor Vehicle Incident Rate (PMVI) | 1.65 | 0.00% | 1.875% | 0.000% | | Gas Distribution Damage (HPT) | 2.05 | 100.00% | 3.750% | 3.750% | | Electric Reliability (SAIDI) | 61.56 | 129.78% | 3.750% | 4.867% | | Customer Interaction: Customer Effort | 8.80 | 50.00% | 2.500% | 1.250% | | Customer interaction: Net Promotor Score | 65.40 | 73.33% | 2.500% | 1.833% | | Customer Brand/Perception: JD Power Gas vs Industry | 41% | 82.00% | 1.250% | 1.025% | | Customer Brand/Perception: JD Power Electric vs Industry | 0.00 | 0.00% | 1.250% | 0.000% | | Percent of Diverse Candidate Slates | 90% | 200.00% | 3.750% | 7.500% | | Percent of Diverse Interview Panels | 96% | 200.00% | 3.750% | 7.500% | | Total Payout | | | 100% | 153.67% |
SETTING EXECUTIVE COMPENSATION
(1) For further information regarding Utility margin, a non-GAAP measure, please see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2023 Annual Report on Form 10-K as filed with the U.S. Securities and Exchange Commission on February 14, 2024. The long-term incentive compensation component is composed of performance share units and restricted stock that vests ratably over three years. The Committee chose these components because linking executive compensation to stock price appreciation, total shareholder return, and other key financial and environmental metrics is an effective way to align the interests of management with those of our shareholders. The split between performance share units and restricted stock for each plan period is illustrated below: The value of long-term incentives awarded is based primarily on competitive market-based data presented by the compensation consultant to the Committee, the impact each position has on our shareholder return, executive performance, and internal pay relationships. The actual amount realized may vary from the target award amounts. The Committee approved the target long-term incentive compensation level for each officer in January 2023. The 2023 long-term incentive was adjusted from 2022 levels for Mr. Evans to align more closely with market median and Ms. Nooney to align with her promotion to CFO.
SETTING EXECUTIVE COMPENSATION
| NEO Long-Term Incentive Target Compensation | | | | | 2022 | 2023 | | Evans, CEO | $2,300,000 | $2,700,000 | | Nooney, CFO | $250,000 | $600,000 | | Iverson, GC | $600,000 | $600,000 | | Jones, SVP | $250,000 | $250,000 | | Keller, CIO | $300,000 | $300,000 | | Kinzley, Former CFO | $625,000 | $— |
SETTING EXECUTIVE COMPENSATION
Performance Share Units. Participants are awarded a target number of performance share units. The target number of performance share units is determined by dividing the Committee approved target performance value for the participant by the average closing price for the established number of trading days preceding the performance period. Vesting of performance share units associated with TSR is based on our total shareholder return over designated performance periods as measured against our Performance Peer Group. The Committee, with the guidance of its independent compensation consultant, periodically conducts a review of our Performance Peer Group to which our performance should be compared. Due to the extensive merger and acquisition activity in the industry and its contribution to relative performance volatility, the Committee chose to continue to use the companies in the EEI Index as the Performance Peer Group for 2023. A summary of the TSR performance criteria for the 2023-2025 performance share units is summarized in the table below:
SETTING EXECUTIVE COMPENSATION
| Performance Share Plans | | | | | Percentile Ranking for Threshold Payout of 25% of Target Shares | Percentile Ranking for Target Payout of 100% of Target Shares | Percentile Ranking for Maximum Payout Level | Possible Payout Range of Target | | 25th percentile | 50th percentile | 90th percentile | 0-200% |
SETTING EXECUTIVE COMPENSATION
The 2023-2025 Performance plan, for the portion of the award that vests based on relative TSR, provides: (i) a threshold payout if relative TSR performance is below threshold but our TSR is at least 35 percent for the performance period; and (ii) the performance share plan payout is capped at 100 percent of target if TSR is negative. The additional provisions are intended to reduce the impact of one peer company’s performance on the relative TSR, and also increase accountability and expectations related to the Company’s performance. Vesting of performance share units associated with Earnings Per Share, Average Cost to Serve, and Emissions Reduction performance is determined based upon the Company's performance against established performance goals. The final value of the performance shares is based upon the number of shares of common stock that are ultimately earned, based upon our performance in relation to the performance criteria. Threshold performance results in a payout of 25 percent of the target share award. Target performance results in a payout of the target share award. Maximum performance results in a payout of 200 percent of the target share award. The performance share units and dividend equivalents, if earned, are paid in common stock. Performance share units are pro-rated for the period of service in the events of retirement, death or disability. Performance share units vest in full under certain circumstances following a change in control. Performance awards are forfeited if an officer's employment is terminated for any reason other than those previously stated. Restricted Stock. Restricted stock awarded as long-term incentives vests one-third each year over a three-year period, and automatically vests in its entirety upon death, disability or under certain termination circumstances following a change in control. Dividends are paid on the restricted stock. Unvested restricted stock is forfeited if an officer’s employment is terminated for any reason other than those previously stated. Payouts under the Performance Share Plan have varied significantly over the last 10 years, as shown in the graph below. Each performance period extends for three years. For the recently completed performance period, January 1, 2021 to December 31, 2023, the payout was based on attainment of the following:
SETTING EXECUTIVE COMPENSATION
| Metric | 2021-2023 Results | Goal Payout as a % of Target | % of Award | Payout | | Total Shareholder Return (TSR) | 1.27% | 0.00% | 60% | 0.00% | | TSR relative to Performance Peer Group | 16th Percentile | | | | | Average EPS as Adjusted | $3.882 | 25.37% | 20% | 5.07% | | Average Cost to Serve | 46.3% | 55.68% | 20% | 11.14% | | Total Payout | | | 100% | 16.21% |
CHANGE IN CONTROL BENEFIT
CHANGE IN CONTROL BENEFIT Our Named Executive Officers may also receive severance benefits in the event of a qualifying termination in connection with a change in control. We have no employment agreements with our Named Executive Officers. However, change in control protections are common among our Compensation Peer Group and the Committee and our Board believes providing these agreements to our corporate and select subsidiary officers protects our shareholder interests in the event of a change in control by helping assure management focus and continuity. In 2022, our Compensation Committee approved revised form of incentive award agreements that require a "double trigger" before accelerated equity compensation will be paid to our Named Executive Officers. The double trigger provides benefits in association with:
CHANGE IN CONTROL BENEFIT
| (1) a change in control, and | | (2) (i) a termination of employment other than by death, disability or by us for cause, or | | (ii) a termination by the employee for good reason. |
CHANGE IN CONTROL BENEFIT
Our change in control agreements have expiration dates and our Board conducts a review of the change in control agreements at each renewal period. Our current change in control agreements expire November 15, 2025. In general, our change in control agreements provide a severance payment of up to 2.99 times average compensation for Mr. Evans, and up to two times average compensation for the other Named Executive Officers. The change in control agreements do not provide for excise tax gross-ups. See the Potential Payments upon Termination or Change in Control table on page 44 and the accompanying narrative for more information regarding our change in control agreements and estimated payments associated with a change in control.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table sets forth the total compensation paid or earned by each of our Named Executive Officers for the years ended December 31, 2023, 2022 and 2021. We have no employment agreements with our Named Executive Officers:
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | Changes in Pension Value and Nonqualified Deferred Compensation Earnings (3) | All Other Compensation(4) | Total | | Linden R. Evans | 2023 | $893,333 | $2,729,666 | $1,372,785 | $35,493 | $607,725 | $5,639,002 | | President and Chief | 2022 | $854,167 | $2,394,776 | $610,559 | $— | $627,046 | $4,486,548 | | Executive Officer | 2021 | $819,167 | $2,238,529 | $708,252 | $— | $674,960 | $4,440,908 | | Kimberly F. Nooney (5) | 2023 | $429,167 | $606,568 | $395,700 | $13,765 | $144,083 | $1,589,283 | | Sr. Vice President and | | | | | | | | | Chief Financial Officer | | | | | | | | | Brian G. Iverson | 2023 | $430,167 | $606,568 | $462,726 | $10,405 | $163,506 | $1,673,372 | | Sr. Vice President, General Counsel and | 2022 | $413,333 | $624,682 | $177,270 | $— | $164,183 | $1,379,468 | | Chief Compliance Officer | 2021 | $397,667 | $510,213 | $206,294 | $— | $170,934 | $1,285,108 | | Marne M. Jones (5) | 2023 | $388,333 | $252,767 | $328,214 | $4,968 | $123,906 | $1,098,188 | | Sr. Vice President - Utilities | | | | | | | | | Erik D. Keller | 2023 | $365,667 | $303,274 | $280,960 | $— | $117,496 | $1,067,397 | | Sr. Vice President - Chief Information Officer | 2022 | $351,667 | $312,337 | $125,686 | $— | $109,753 | $899,443 | | | 2021 | $338,333 | $260,251 | $146,261 | $— | $146,667 | $891,512 | | Richard W. Kinzley (6) | 2023 | $236,000 | $— | $— | $— | $277,783 | $513,783 | | Former Sr. Vice President and | 2022 | $469,000 | $650,723 | $234,669 | $— | $268,377 | $1,622,769 | | Chief Financial Officer | 2021 | $454,000 | $650,687 | $274,770 | $— | $282,323 | $1,661,780 |
SUMMARY COMPENSATION TABLE
(1) Stock Awards represent the grant date fair value related to restricted stock and performance share units that have been granted as a component of long-term incentive compensation. The grant date fair value is computed in accordance with the provisions of accounting standards for stock compensation. Assumptions used in the calculation of these amounts are included in Note 14 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. The amounts shown for the performance shares and performance share units represent the values that are based on the achievement of 100% of the target performance. Assuming achievement of the maximum 200% of target performance, the value of the performance share units would be: $4,018,777 for Mr. Evans, $893,040 for Ms. Nooney, $893,040 for Mr. Iverson, $372,162 for Ms. Jones, and $446,501 for Mr. Keller. (2) Non-Equity Incentive Plan Compensation represents amounts earned under the Short-Term Incentive Plan. The Compensation Committee approved the payout of the 2023 awards on January 25, 2024 and the awards were paid on March 3, 2024. (3) Change in Pension Value and Nonqualified Deferred Compensation Earnings represents the net positive increase in actuarial value of the Pension Plan and Pension Restoration Benefit (“PRB”) for the respective years. These benefits have been valued using the assumptions disclosed in Note 13 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. Because these assumptions sometimes change between measurement dates, the change in value reflects not only the change in value due to additional benefits earned during the period and the passage of time but also reflects the change in value caused by changes in the underlying actuarial assumptions. The Pension Plan and PRB were frozen effective January 1, 2010 for participants who did not satisfy the age 45 and 10 years of service eligibility. Messrs. Evans, Kinzley and Iverson and Messes. Jones and Nooney did not meet the eligibility choice criteria and their benefits were frozen. Our Named Executive Officers receive employer contributions into a Nonqualified Deferred Compensation Plan (“NQDC”). The NQDC employer contributions are reported in the All Other Compensation column. No Named Executive Officer received preferential or above-market earnings on nonqualified deferred compensation. The change in value attributed to each Named Executive Officer from each plan is shown in the table below:
SUMMARY COMPENSATION TABLE
| | Year | Defined Benefit Plan | PRB | Total Change in Pension Value | | | 2023 | $19,510 | $15,983 | $35,493 | | Linden R. Evans | 2022 | $(76,130) | $(63,285) | $(139,415) | | | 2021 | $(7,574) | $(7,745) | $(15,319) | | Kimberly F. Nooney | 2023 | $13,765 | $- | $13,765 | | | 2023 | $10,405 | $- | $10,405 | | Brian G. Iverson | 2022 | $(40,857) | $- | $(40,857) | | | 2021 | $(4,089) | $- | $(4,089) | | Marne M. Jones | 2023 | $4,968 | $- | $4,968 | | | 2023 | $- | $- | $- | | Erik D. Keller | 2022 | $- | $- | $- | | | 2021 | $- | $- | $- | | | 2023 | $(32,085) | $1,711 | $(30,374) | | Richard W. Kinzley | 2022 | $(91,619) | $(5,842) | $(97,461) | | | 2021 | $(11,125) | $(833) | $(11,958) |
SUMMARY COMPENSATION TABLE
All Other Compensation includes amounts allocated under the 401(k) match, defined contributions, Company contributions to deferred compensation plans, dividends received on restricted stock and unvested restricted stock units and other personal benefits. The Other Personal Benefits column reflects the personal use of a Company vehicle, executive health, and financial planning services for each NEO. All Other Compensation for Mr. Kinzley also includes a $105,000 lump sum payment that was made in lieu of a performance share plan award for the 2023-2025 performance plan in recognition of his partial year of service in 2023.
SUMMARY COMPENSATION TABLE
| | Year | 401(k) Match | Defined Contributions | NQDC Contributions | Dividends on Restricted Stock | Other Personal Benefits | Total Other Compensation | | Linden R. Evans | 2023 | $13,800 | $29,700 | $476,817 | $66,365 | $21,043 | $607,725 | | Kimberly F. Nooney | 2023 | $17,100 | $26,400 | $76,231 | $10,388 | $13,964 | $144,083 | | Brian G. Iverson | 2023 | $17,044 | $26,456 | $90,220 | $15,720 | $14,066 | $163,506 | | Marne M. Jones | 2023 | $17,100 | $26,400 | $63,682 | $6,350 | $10,374 | $123,906 | | Erik D. Keller | 2023 | $19,800 | $19,800 | $47,705 | $12,308 | $17,883 | $117,496 | | Richard W. Kinzley | 2023 | $19,512 | $24,086 | $112,685 | $5,288 | $116,212 | $277,783 |
SUMMARY COMPENSATION TABLE
Messes. Nooney and Jones became NEOs in 2023. (6) Mr. Kinzley retired from the Company effective July 3, 2023.
GRANTS OF PLAN BASED AWARDS IN 2023(1)
GRANTS OF PLAN BASED AWARDS IN 2023(1)
GRANTS OF PLAN BASED AWARDS IN 2023(1)
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (3) | | | Maximum ($) | Threshold (#) | | Name | Grant Date | Date of Compensation Committee Action | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units(4) (#) | Grant Date Fair Value of Stock Awards(5) ($) | | | | | $446,667 | $893,333 | $1,786,667 | | | | | | | Linden R. Evans | 1/24/23 | 1/24/23 | | | | 6,609 | 26,434 | 52,868 | | $2,009,388 | | | 2/9/23 | 1/24/23 | | | | | | | 11,395 | $720,278 | | | | | $128,750 | $257,500 | $515,000 | | | | | | | Kimberly F. Nooney | 1/24/23 | 1/24/23 | | | | 1,469 | 5,874 | 11,748 | | $446,520 | | | 2/9/23 | 1/24/23 | | | | | | | 2,532 | $160,048 | | | | | $150,558 | $301,117 | $602,233 | | | | | | | Brian G. Iverson | 1/24/23 | 1/24/23 | | | | 1,469 | 5,874 | 11,748 | | $446,520 | | | 2/9/23 | 1/24/23 | | | | | | | 2,532 | $160,048 | | | | | $98,797 | $197,403 | $394,806 | | | | | | | Marne M. Jones | 1/24/23 | 1/24/23 | | | | 612 | 2,448 | 4,896 | | $186,081 | | | 2/9/23 | 1/24/23 | | | | | | | 1,055 | $66,687 | | | | | $91,417 | $182,833 | $365,667 | | | | | | | Erik D. Keller | 1/24/23 | 1/24/23 | | | | 734 | 2,937 | 5,874 | | $223,250 | | | 2/9/23 | 1/24/23 | | | | | | | 1,266 | $80,024 | | | | | $82,600 | $165,200 | $330,400 | | | | | | | Richard W. Kinzley (6) | 1/24/23 | 1/24/23 | | | | — | — | — | | $— | | | 2/9/23 | 1/24/23 | | | | | | | — | $— |
GRANTS OF PLAN BASED AWARDS IN 2023(1)
(1) No stock options were granted to our Named Executive Officers in 2023. (2) The columns under “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” show the range of payouts for 2023 performance under our Short-Term Incentive Plan as described in the Compensation Discussion and Analysis under the section titled “Short-Term Incentive” on page 27. If the performance criteria are met, payouts can range from 50 percent of target at the threshold level to 200 percent of target at the maximum level. The non-equity incentive payment for 2023 performance, paid in 2024, has been made based on achieving the criteria described in the Compensation Discussion and Analysis, at 153.67 percent of target, and is shown in the Summary Compensation Table on page 37 in the column titled “Non-Equity Incentive Plan Compensation.” (3) The columns under “Estimated Future Payouts Under Equity Incentive Plan Awards” show the range of payouts (in shares of stock) for the January 1, 2023 to December 31, 2025 performance period as described in the Compensation Discussion and Analysis under the section titled “Long-Term Incentive” on page 30. If the performance criteria are met, payouts can range from 25 percent of target to 200 percent of target. If a participant retires, suffers a disability or dies during the performance period, the participant or the participant’s estate is entitled to that portion of the number of performance shares as such participant would have been entitled to had he or she remained employed through the end of the performance period, prorated for the number of months served. With the exception of certain terminations following a change in control, performance shares and performance share units are forfeited if employment is terminated for any other reason. During the performance period, dividends and other distributions paid with respect to the shares of common stock accrue for the benefit of the participant and are paid out at the end of the performance period. The column “All Other Stock Awards” reflects the number of shares of restricted stock granted on February 9, 2023 under our Amended and Restated 2015 Omnibus Incentive Plan. The restricted stock vests one-third each year over a three-year period, and automatically vests upon death or disability, with the exception of certain terminations following a change in control. Unvested restricted stock is forfeited if employment is terminated for any other reason. Dividends are paid on the restricted stock and the dividends that were paid in 2023 are included in the column titled “All Other Compensation” in the Summary Compensation Table on page 37. The column “Grant Date Fair Value of Stock Awards” reflects the grant date fair value of each equity award computed in accordance with the provisions of accounting standards for stock compensation. The grant date fair value for the performance share units was $77.95 per share and was calculated on a weighted average basis considering the results of a Monte Carlo simulation model and the market value of our common stock as of the beginning of the performance period. Assumptions used in the calculation are included in Note 14 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. The grant date fair value for the restricted stock was $71.50 per share for the February 9, 2023 grant, which was the market value of our common stock on the date of grant as reported on the NYSE. In connection with his retirement, Mr. Kinzley did not receive any equity compensation awards for fiscal 2023; however, he did receive a cash payment in lieu of these awards in recognition of his partial year of service. See footnote (4) to our Summary Compensation table.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023(1)
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023(1)
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023(1)
| Stock Awards | | | | | | Name | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Linden R. Evans | 26,546 | 1,432,157 | 39,573 | 2,134,963 | | Kimberly F. Nooney | 4,155 | 224,162 | 7,417 | 400,147 | | Brian G. Iverson | 6,288 | 339,238 | 9,144 | 493,319 | | Marne M. Jones | 2,540 | 137,033 | 3,761 | 202,906 | | Erik D. Keller | 3,158 | 170,374 | 4,577 | 246,929 | | Richard W. Kinzley | — | — | 3,307 | 178,413 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023(1)
(1) There were no stock options outstanding at December 31, 2023 for our Named Executive Officers. Vesting dates for restricted stock and performance share units are shown in the table below. The performance shares shown with a vesting date of January 25, 2024, are the actual equivalent shares, including dividend equivalents, earned for the performance period ended December 31, 2023. On January 25, 2024, the Compensation Committee confirmed that the performance criteria were met and there would be a payout of 16.21 percent of target. The performance shares with a vesting date of January 23, 2025 and the performance share units with a vesting date of January 23, 2026 are shown at a combination of threshold and target payout levels based upon performance as of December 31, 2023.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023(1)
| | Unvested Restricted Stock | | Unvested and Unearned Performance Shares | | | Name | # of Shares | Vesting Date | # of Shares | Vesting Date | | Linden R. Evans | 5,950 | 02/11/24 | 3,233 | 01/25/24 | | | 4,600 | 02/11/24 | 8,730 | 01/23/25 | | | 4,601 | 02/11/25 | 27,610 | 01/23/26 | | | 3,798 | 02/09/24 | | | | | 3,798 | 02/09/25 | | | | | 3,799 | 02/09/26 | | | | Kimberly F. Nooney | 623 | 02/11/24 | 336 | 01/25/24 | | | 500 | 02/11/24 | 947 | 01/23/25 | | | 500 | 02/11/25 | 6,134 | 01/23/26 | | | 844 | 02/09/24 | | | | | 844 | 02/09/25 | | | | | 844 | 02/09/26 | | | | Brian G. Iverson | 1,356 | 02/11/24 | 735 | 01/25/24 | | | 1,200 | 02/11/24 | 2,275 | 01/23/25 | | | 1,200 | 02/11/25 | 6,134 | 01/23/26 | | | 844 | 02/09/24 | | | | | 844 | 02/09/25 | | | | | 844 | 02/09/26 | | | | Marne M. Jones | 485 | 02/11/24 | 261 | 01/25/24 | | | 500 | 02/11/24 | 947 | 01/23/25 | | | 500 | 02/11/25 | 2,553 | 01/23/26 | | | 351 | 02/09/24 | | | | | 352 | 02/09/25 | | | | | 352 | 02/09/26 | | | | Erik D. Keller | 692 | 02/11/24 | 374 | 01/25/24 | | | 600 | 02/11/24 | 1,137 | 01/23/25 | | | 600 | 02/11/25 | 3,066 | 01/23/26 | | | 422 | 02/09/24 | | | | | 422 | 02/09/25 | | | | | 422 | 02/09/26 | | | | Richard W. Kinzley | | | 937 | 01/25/24 | | | | | 2,370 | 01/23/25 |
OPTION EXERCISES AND STOCK VESTED DURING 2023(1)
OPTION EXERCISES AND STOCK VESTED DURING 2023(1)
OPTION EXERCISES AND STOCK VESTED DURING 2023(1)
| Stock Awards(2) | | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Linden R. Evans | 17,448 | $1,138,987 | | Kimberly F. Nooney | 1,706 | $111,094 | | Brian G. Iverson | 4,169 | $272,039 | | Marne M. Jones | 1,567 | $102,177 | | Erik D. Keller | 4,822 | $283,704 | | Richard W. Kinzley | 5,019 | $327,833 |
OPTION EXERCISES AND STOCK VESTED DURING 2023(1)
_______________ (1) There were no stock options exercised during 2023. Reflects restricted stock that vested in 2023 and performance shares earned for the January 1, 2020 to December 31, 2022 performance period. The performance share payout was approved by the Compensation Committee on January 25, 2023 and paid out on February 14, 2023.
PENSION BENEFITS FOR 2023
PENSION BENEFITS FOR 2023 Several years ago, we adopted a defined contribution plan design as our primary retirement plan and amended our Pension Plan and Nonqualified Pension Plans for all eligible employees to incorporate a partial freeze in which the accrual of benefits ceased for certain participants while other participants were allowed an election to continue to accrue benefits. Employees eligible to elect continued participation were those employees who were at least 45 years old and had at least 10 years of eligible service with us as of January 1, 2010. None of our Named Executive Officers met the age and service requirement necessary to continue to accrue benefits under the Pension Plan. Rather, benefits under the Pension Plan were frozen for Messrs. Evans, Kinzley and Iverson and Messes. Jones and Nooney. Mr. Keller joined the Company after the plans were frozen and therefore does not participate in the plans. Mr. Kinzley received a pension benefit payment during the fiscal year ended December 31, 2023. The present value accumulated by each Named Executive Officer from each plan is shown in the table below:
PENSION BENEFITS FOR 2023
| Name | Plan Name | Number of Years of Credited Service(1) (#) | Present Value of Accumulated Benefit(2) ($) | Payments During Last Fiscal Year ($) | | Linden R. Evans | Pension Plan | 8.58 | $295,006 | $- | | | Pension Restoration Benefit | 8.58 | $235,796 | $- | | Kimberly F. Nooney | Pension Plan | 13.50 | $171,160 | $- | | | Pension Restoration Benefit | N/A | $- | $- | | Brian G. Iverson | Pension Plan | 5.83 | $157,035 | $- | | | Pension Restoration Plan | N/A | $- | $- | | Marne M. Jones | Pension Plan | 8.00 | $59,139 | $- | | | Pension Restoration Plan | N/A | $- | $- | | Erik D. Keller | Pension Plan | N/A | $- | $- | | | Pension Restoration Plan | N/A | $- | $- | | Richard W. Kinzley | Pension Plan | 10.50 | $- | $203,926 | | | Pension Restoration Benefit | 10.50 | $16,172 | $- |
PENSION BENEFITS FOR 2023
(1) The number of years of credited service represents the number of years used in determining the benefit for each plan. The present value of accumulated benefits was calculated assuming the participants will work until retirement, benefits commence at age 62 and using the discount rate, mortality rate and assumed payment form assumptions consistent with those disclosed in Note 13 of the Notes to the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023.
DEFINED BENEFIT PENSION PLAN
DEFINED BENEFIT PENSION PLAN Our Pension Plan is a qualified pension plan. As discussed above, several years ago we amended our Pension Plan to incorporate a partial freeze in which the accrual of benefits ceased for certain participants while other participants were allowed an election to continue to accrue benefits. The Pension Plan provides benefits at retirement based on length of employment service and average compensation levels during the highest five consecutive years of the last ten years of service. For purposes of the benefit calculation, earnings include wages and other cash compensation received from us, including any bonus, commission, unused paid time off or incentive compensation. It also includes any elective before-tax contributions made by the employee to a Company-sponsored cafeteria plan or 401(k) plan. However, it does not include any expense reimbursements, taxable fringe benefits, moving expenses or moving/relocation allowances, nonqualified deferred compensation, non-cash incentives, stock options and any payments of long-term incentive compensation such as restricted stock or payments under performance share plans. The Internal Revenue Code places maximum limitations on the amount of compensation that may be recognized when determining benefits of qualified pension plans. In 2023, the maximum amount of compensation that could be recognized when determining compensation was $330,000 (called “covered compensation”). Our employees do not contribute to the plan. The amount of the annual contribution by us to the plan is based on an actuarial determination. The benefit formula for the Named Executive Officers in the plan is the sum of (a) and (b) below: (a) Credited Service after January 31, 2000
DEFINED BENEFIT PENSION PLAN
| 0.9% of average earnings (up to covered compensation), multiplied by credited service after January 31, 2000 minus the number of years of credited service before January 31, 2000 | Plus | 1.3% of average earnings in excess of covered compensation, multiplied by credited service after January 31, 2000 minus the number of years of credited service before January 31, 2000 |
DEFINED BENEFIT PENSION PLAN
Plus (b) Credited Service before January 31, 2000
DEFINED BENEFIT PENSION PLAN
| 1.2% of average earnings (up to covered compensation), multiplied by credited service before January 31, 2000 | Plus | 1.6% of average earnings in excess of covered compensation, multiplied by credited service before January 31, 2000 |
DEFINED BENEFIT PENSION PLAN
Pension benefits are not reduced for social security benefits. The Internal Revenue Code places maximum limitations on annual benefit amounts that can be paid under qualified pension plans. In 2023, the maximum benefit payable under qualified pension plans was $265,000. Accrued benefits become 100 percent vested after an employee completes five years of service. Normal retirement is defined as age 65 under the plan. However, a participant may retire and begin taking unreduced benefits at age 62 with five years of service. Participants who have completed at least five years of credited service can retire and receive defined benefit pension benefits as early as age 55. However, the retirement benefit will be reduced by five percent for each year of retirement before age 62. All our Named Executive Officers who are eligible for pension benefits, with the exception of Messes. Jones and Nooney, are currently age 55 or older and are entitled to early retirement benefits under this provision.
NONQUALIFIED DEFERRED COMPENSATION FOR 2023
NONQUALIFIED DEFERRED COMPENSATION FOR 2023 We have a Nonqualified Deferred Compensation Plan for a select group of management or highly compensated employees. Eligibility to participate in the plan is determined by the Compensation Committee and includes our Named Executive Officers. A summary of the activity in the plan and the aggregate balance as of December 31, 2023 for our Named Executive Officers is shown in the following table. Our Named Executive Officers received no withdrawals or distributions from the plan in 2023.
NONQUALIFIED DEFERRED COMPENSATION FOR 2023
| Name | Executive Contributions | Company Contributions in Last Fiscal Year(1) | Aggregate Earnings in Last Fiscal Year(2) | Aggregate Balance at Last Fiscal Year End(3) | | Linden R. Evans | $— | $476,817 | $926,737 | $6,436,107 | | Kimberly F. Nooney | $— | $76,231 | $91,506 | $559,709 | | Brian G. Iverson | $— | $90,220 | $103,392 | $1,183,756 | | Marne M. Jones | $— | $63,682 | $41,561 | $305,035 | | Erik D. Keller | $54,877 | $47,705 | $35,121 | $333,465 | | Richard W. Kinzley | $— | $112,685 | $233,229 | $2,817,496 |
NONQUALIFIED DEFERRED COMPENSATION FOR 2023
_______________ (1) Our contributions represent non-elective Supplemental Matching and Retirement Contributions and Supplemental Target Contributions (defined in the paragraph below) and are included in the All Other Compensation column of the Summary Compensation Table. The value attributed from each contribution type to each Named Executive Officer in 2023 is shown in the table below:
NONQUALIFIED DEFERRED COMPENSATION FOR 2023
| Name | Supplemental Matching Contribution | Supplemental Retirement Contribution | Supplemental Target Contribution | Total Company Contributions | | Linden R. Evans | $70,426 | $105,639 | $300,752 | $476,817 | | Kimberly F. Nooney | $13,590 | $18,121 | $44,520 | $76,231 | | Brian G. Iverson | $16,649 | $24,973 | $48,598 | $90,220 | | Marne M. Jones | $10,168 | $13,557 | $39,957 | $63,682 | | Erik D. Keller | $6,392 | $6,392 | $34,921 | $47,705 | | Richard W. Kinzley | $10,142 | $15,213 | $87,330 | $112,685 |
NONQUALIFIED DEFERRED COMPENSATION FOR 2023
(2) Because amounts included in this column do not include above-market or preferential earnings, none of these amounts are included in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table. (3) Messrs. Evans’, Iverson’s, Keller's, Kinzley's and Messes. Nooney's and Jones' aggregate balances at December 31, 2023 include $1,526,704, $291,104, $132,308, $516,084, $76,231 and $63,682, respectively, which are included in the Summary Compensation Table as 2023, 2022 and 2021 compensation. (4) In April of 2022, the Compensation Committee eliminated the supplemental target contribution for all future participants in the plan. All our Named Executive Officers were participants prior to this elimination and maintain entitlement to supplemental target contributions. Eligible employees may elect to defer up to 50 percent of their base salary and up to 100 percent of their Short-Term Incentive Plan award. In addition, the Nonqualified Deferred Compensation Plan was amended to provide certain officers whose Pension Plan benefit and Nonqualified Pension Plan benefits were frozen with non-elective supplemental matching contributions equal to 6 percent of eligible compensation in excess of the Internal Revenue Code limit plus matching contributions, if any, lost under the 401(k) Retirement Savings Plan due to nondiscrimination test results and provides non-elective supplemental age and service points-based contributions that cannot be made to the 401(k) Retirement Savings Plan due to the Internal Revenue Code limit (“Supplemental Matching and Retirement Contributions”). It also provides supplemental target contributions equal to a percentage of compensation that may differ by executive, based on the executive’s current age and length of service with us, as determined by the plans’ actuary (“Supplemental Target Contributions”). Messrs. Evans, Kinzley, Iverson, and Keller and Messes. Jones and Nooney received Supplemental Target Contributions of 20 percent, 17.5 percent, 8 percent, 8 percent, 8 percent, and 8 percent respectively. The deferrals are deposited into hypothetical investment accounts where the participants may direct the investment of the deferrals as allowed by the plan. The investment options are the same as those offered to all employees in the 401(k) Retirement Savings Plan except for a fixed rate option, which was set at 5.10 percent in 2023. Investment earnings are credited to the participants’ accounts. Upon retirement, we will distribute the account balance to the participant according to the participant's distribution election. The participants may elect either a lump sum payment or annual or monthly installments over a period of years designated by the participant, but not to exceed 10 years. As of January 1, 2024, Messrs. Evans and Iverson and Messes. Jones and Nooney are 100 percent vested in the plan.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table describes the potential payments and benefits under our compensation and benefit plans and arrangements to which our Named Executive Officers would be entitled upon termination of employment. Except for (i) certain terminations following a change in control (“CIC”), as described below, (ii) pro-rata payout of incentive compensation and the acceleration of vesting of equity awards upon retirement, death or disability, and (iii) certain pension and nonqualified deferred compensation arrangements described under Pension Benefits for 2023 and Nonqualified Deferred Compensation for 2023 above, there are no agreements, arrangements or plans that entitle the Named Executive Officers to severance, perquisites, or other enhanced benefits upon termination of their employment. Any agreements to provide other payments or benefits to a terminating executive officer would be in the discretion of the Compensation Committee. The amounts shown below assume that such termination was effective as of December 31, 2023, and thus includes estimates of the amounts that would be paid out to our Named Executive Officers upon their termination. The table does not include amounts such as base salary, short-term incentives and stock awards that the Named Executive Officers earned due to employment through December 31, 2023 and distributions of vested benefits such as those described under Pension Benefits for 2023 and Nonqualified Deferred Compensation for 2023. The table also does not include a value for outplacement services because this would be a de minimis amount. The actual amounts to be paid can only be determined at the time of such Named Executive Officer’s separation from us.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| | Cash Severance Payment | Incremental Retirement Benefit (present value)(3) | Continuation of Medical/ Welfare Benefits (present value)(4) | Acceleration of Equity Awards(5) | Total Benefits | | Linden R. Evans | | | | | | | Retirement | $— | $— | $— | $226,165 | $226,165 | | Death or disability | $— | $— | $— | $1,658,322 | $1,658,322 | | Involuntary termination | $— | $— | $— | $— | $— | | CIC (1) | $— | $— | $— | $— | $— | | Involuntary or good reason termination after CIC(2) | $5,342,131 | $1,890,000 | $81,600 | $1,866,301 | $9,180,032 | | Kimberly F. Nooney | | | | | | | Retirement | $— | $— | $— | $41,181 | $41,181 | | Death or disability | $— | $— | $— | $265,344 | $265,344 | | Involuntary termination | $— | $— | $— | $— | $— | | CIC (1) | $— | $— | $— | $— | $— | | Involuntary or good reason termination after CIC(2) | $1,373,334 | $309,760 | $76,800 | $293,848 | $2,053,742 | | Brian G. Iverson | | | | | | | Retirement | $— | $— | $— | $53,324 | $53,324 | | Death or disability | $— | $— | $— | $392,562 | $392,562 | | Involuntary termination | $— | $— | $— | $— | $— | | CIC (1) | $— | $— | $— | $— | $— | | Involuntary or good reason termination after CIC(2) | $1,462,568 | $338,606 | $35,800 | $444,744 | $2,281,718 | | Marne M. Jones | | | | | | | Retirement | $— | $— | $— | $22,207 | $22,207 | | Death or disability | $— | $— | $— | $159,240 | $159,240 | | Involuntary termination | $— | $— | $— | $— | $— | | CIC (1) | $— | $— | $— | $— | $— | | Involuntary or good reason termination after CIC(2) | $1,172,766 | $286,440 | $81,100 | $181,019 | $1,721,325 | | Erik D. Keller | | | | | | | Retirement | $— | $— | $— | $26,649 | $26,649 | | Death or disability | $— | $— | $— | $197,023 | $197,023 | | Involuntary termination | $— | $— | $— | $— | $— | | CIC (1) | $— | $— | $— | $— | $— | | Involuntary or good reason termination after CIC(2) | $1,097,001 | $263,992 | $53,200 | $223,158 | $1,637,351 | | Richard W. Kinzley | | | | | | | Retirement (6) | $— | $— | $— | $8,724 | $8,724 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
(1) The amounts reflected for after a change in control (with no involuntary or good reason termination) contemplate the assumption or replacement of the equity awards by the successor entity. (2) The amounts reflected for involuntary or good reason termination after a change in control include the benefits a Named Executive Officer would receive in the event of a change followed by an involuntary or good reason termination. Assumes that in the event of a change in control, Mr. Evans will receive an additional three years of credited and vesting service and the other Named Executive Officers will receive an additional two years of credited and vesting service towards the benefit accrual under their applicable retirement plans. For Messrs. Evans, Kinzley, and Iverson and Messes. Jones and Nooney this would be the Retirement Contributions and Nonqualified Deferred Compensation contributions. The benefits will immediately vest and payments will commence at the earliest eligible date unless the executive has elected a later date for the nonqualified plans. With the exception of Messes. Jones and Nooney, our Named Executive Officers are age 55 or older and are already retirement eligible. Welfare benefits include medical coverage, dental coverage, life insurance, short-term disability coverage and long-term disability coverage. The calculation assumes that the Named Executive Officer does not take employment with another employer following termination, elects continued welfare benefits until age 55 or, if later, the end of the two year benefit continuation period (three years for Mr. Evans) and elects retiree medical benefits thereafter. Retirement is assumed to occur at the earliest eligible date. In the event of death or disability, the acceleration of equity awards represents the acceleration of unvested restricted stock and the assumed payout of the pro-rata share of the performance shares for the January 1, 2022 to December 31, 2024 and January 1, 2023 to December 31, 2025 performance periods. In the event of retirement, all unvested restricted stock is forfeited and the acceleration of equity awards represents only the pro-rata share of the performance shares and performance share units. We assumed a 20.0 percent payout of the performance shares for the January 1, 2022 to December 31, 2024 performance period and a 13.3 percent payout of target for the January 1, 2023 to December 31, 2025 performance period based on assumed target achievement of performance metrics for EPS and average cost to serve and, for relative total shareholder return, our Monte Carlo valuations at December 31, 2023. In the event of a change in control without an involuntary or good reason termination after a change in control, the acceleration of equity awards only occurs if the awards are not assumed or replaced by the successor entity. In the event of a change in control or an involuntary or good reason termination after a change in control, the acceleration of equity awards represents the acceleration of unvested restricted stock and performance share units calculated as if the performance period ended on December 31, 2023 for the January 1, 2022 to December 31, 2024, and January 1, 2023 to December 31, 2025 performance periods. The valuation of the restricted stock and performance share units was based upon the closing price of our common stock on December 31, 2023. (6) The amounts for Mr. Kinzley reflect benefits he received in connection with his retirement effective July 3, 2023. As a result, no other scenarios are presented for Mr. Kinzley. As disclosed in footnote (6) to our Summary Compensation Table, Mr. Kinzley also received a cash payment in lieu of any equity compensation awards for fiscal 2023. Payments Made Upon Termination. Regardless of the manner in which a Named Executive Officer’s employment terminates, the Named Executive Officer or his/her beneficiaries may be entitled to receive amounts earned during his/her term of employment. These include: • accrued salary and unused vacation pay; • amounts vested under the Pension Plan and Nonqualified Pension Plans; • amounts vested under the Nonqualified Deferred Compensation Plan; and • amounts vested under the 401(k) Retirement Savings Plan. Payments Made Upon Retirement. In the event of retirement of a Named Executive Officer, in addition to the items identified above, he/she will also receive the benefit of the following: • a pro-rata share of the performance shares for each outstanding performance period upon completion of the performance period; and • a pro-rata share of the actual payout under the Short-Term Incentive Plan upon completion of the incentive period. Payments Made Upon Death or Disability. In the event of death or disability of a Named Executive Officer, in addition to the items identified above for payments made upon termination, he/she will also receive the benefit of the following: • accelerated vesting of restricted stock and restricted stock units; • a pro-rata share of the performance shares for each outstanding performance period upon completion of the performance period; and • a pro-rata share of the actual payout under the Short-Term Incentive Plan upon completion of the incentive period. Payments Made Upon a Change in Control. Our Named Executive Officers have change in control agreements that terminate November 15, 2025. The renewal of the change in control agreements is at the discretion of the Compensation Committee and the Board. The change in control agreements provide for certain payments and other benefits to be payable upon a change in control and a subsequent termination of employment, either involuntary or for a good reason. In order to receive any payments under the agreements, the Named Executive Officer must sign a waiver and release of claims that includes a one-year non-competition clause and two-year non-solicitation and non-disparagement clauses. A change in control is defined in the agreements as: • an acquisition of 30 percent or more of our common stock, except for certain defined acquisitions, such as acquisition by employee benefit plans, us, any of our subsidiaries, or acquisition by an underwriter holding the securities in connection with a public offering thereof; or • members of our incumbent Board cease to constitute at least a majority of the members of the Board, with the incumbent Board being defined as those individuals consisting of the Board on October 1, 2022 and any other directors elected subsequently whose election was approved by the incumbent Board; or • approval by our shareholders of:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| - | a merger, consolidation, or reorganization; | | - | liquidation or dissolution; or | | - | an agreement for sale or other disposition of all or substantially all of our assets, with exceptions for transactions which do not involve an effective change in control of voting securities or Board membership, and transfers to subsidiaries or sale of subsidiaries; and |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
all regulatory approvals required to effect a change in control have been obtained and the transaction constituting the change in control has been consummated. In the change in control agreements, a good reason for termination that triggers payment of benefits includes: • a material reduction of the executive’s authority, duties or responsibilities; • a material reduction in the executive’s base salary or annual incentive target opportunity; • any material breach by us of any provisions of the change in control agreement; • requiring the executive to be based outside a 50-mile radius from his or her usual and normal place of work; or • our failure to obtain an agreement, satisfactory to the executive, from any successor company to assume and agree to perform under the change in control agreement. Upon a change in control, an employment contract with Mr. Evans will become effective for a three-year period and for a two-year period for the other Named Executive Officers. During this time, the executive will receive annual compensation at least equal to the highest rate in effect at any time during the one-year period preceding the change in control and will also receive employment welfare benefits, pension benefits and supplemental retirement benefits on a basis no less favorable than those received prior to the change in control. Annual compensation is defined to include amounts which are includable in the gross income of the executive for federal income tax purposes, including base salary, targeted short-term incentive, targeted long-term incentive grants and awards, and matching contributions or other benefits payable under the 401(k) Retirement Savings Plan, but exclude restricted stock awards, performance units or stock options that become vested or exercisable pursuant to a change in control. If a Named Executive Officer’s employment is terminated prior to the end of the covered time by us for cause or disability, by reason of the Named Executive Officer’s death, or by the Named Executive Officer without good reason, the Named Executive Officer will receive all amounts of compensation earned or accrued through the termination date. If the Named Executive Officer’s employment is terminated because of death or disability, the Named Executive Officer or their beneficiaries will also receive a pro rata bonus equal to 100 percent of the target incentive for the portion of the year served. If Mr. Evans’ employment is terminated during the employment term (other than by reason of death) (i) by us other than for cause or disability, or (ii) by Mr. Evans for a good reason, then Mr. Evans is entitled to the following benefits: • all accrued compensation, a pro-rata short-term incentive bonus and accelerated vesting of restricted stock and performance units valued at target as of the date of the change in control; • severance pay equal to 2.99 times Mr. Evans’ severance compensation defined as his base salary and short-term incentive target on the date of the change in control; • continuation of employee welfare benefits for eighteen months following the termination date unless Mr. Evans becomes covered under the health insurance coverage of a subsequent employer which does not contain any exclusion or limitation with respect to any preexisting condition of Mr. Evans or his eligible dependents; • following the three-year period, Mr. Evans may elect to receive coverage under the employee welfare plans of the successor entity at his then-current level of benefits (or reduced coverage at his election) by paying the premiums charged to regular full-time employees for such coverage, and is eligible to continue receiving such coverage through the date of his retirement; • three additional years of service and age will be credited to Mr. Evans’ retiree medical savings account and the account balance will become fully vested and he is eligible to use the account balance to offset retiree medical premiums at the later of age 55 or the end of the three year continuation period; • three years of additional credited service under the Pension Restoration Plan and Pension Plan; and • outplacement assistance services for up to six months. If any other NEO’s employment is terminated during the employment term (other than by death) (i) by us other than for cause or disability, or (ii) by the NEO for a good reason, then the NEO is entitled to the following benefits: • all accrued compensation, a pro-rata short-term incentive bonus and accelerated vesting of restricted stock and performance units valued at target as of the date of the change in control; • severance pay equal to two times the NEO’s severance compensation defined as the NEO’s base salary and short-term incentive target on the date of the change in control; • continuation of employee welfare benefits for eighteen months following the termination date unless the NEO becomes covered under the health insurance coverage of a subsequent employer which does not contain any exclusion or limitation with respect to any preexisting condition of the NEO or the NEO’s eligible dependents; • following the two-year period, the NEO may elect to receive coverage under the employee welfare plans of the successor entity at their then-current level of benefits (or reduced coverage at the NEO’s election) by paying the premiums charged to regular full-time employees for such coverage, and is eligible to continue receiving such coverage through the date of their retirement; • two additional years of service and age will be credited to the NEO’s retiree medical savings account and the account balance will become fully vested and the NEO is eligible to use the account balance to offset retiree medical premiums at the later of age 55 or the end of the two year continuation period; • two years of additional credited service under the executives’ applicable retirement plans; and outplacement assistance services for up to six months. The change in control agreements do not contain a benefit to cover any excise tax imposed by Section 4999 of the Internal Revenue Code of 1986.
PAY RATIO FOR 2023
PAY RATIO FOR 2023 We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Evans, our Chief Executive Officer, in 2023. Based on the information below for the fiscal year 2023 and calculated in a manner consistent with Item 402(u) of Regulation S-K, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 54:1.
PAY RATIO FOR 2023
| Name | Year | Salary | Stock Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value(2) | All Other Compensation(3) | Total | | Linden R. Evans | 2023 | $893,333 | $2,729,666 | $1,372,785 | $35,493 | $607,725 | $5,639,002 | | Median Employee (1) | 2023 | $91,667 | $— | $6,453 | $— | $5,891 | $104,011 |
PAY RATIO FOR 2023
(1) We identified our median employee based on the year-to-date total cash compensation actually paid as of November 12, 2023 to all of our employees, other than our CEO, who were employed on November 12, 2023. (2) See footnote (3) to our Summary Compensation Table for a description of how the values in the Change in Pension Value column are calculated. (3) All Other Compensation includes 401(k) match, defined contributions, NQDC contributions, dividends on restricted stock and other personal benefits for Mr. Evans and the 401(k) match for the median employee.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosures regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
PAY VERSUS PERFORMANCE
| | | | | | Value of initial Fixed $100 Investment Based on: | | | Company-Selected Performance Measure | | | Summary Compensation Table Total for Linden R. Evans (1) | Compensation Actually Paid to Linden R. Evans (1) (2) (3) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (1) (2) (3) | Total Shareholder Return | Peer Group Total Shareholder Return (4) | Net income (GAAP), in millions | EPS from ongoing operations, as adjusted (non-GAAP)(5) | | 2023 | $5,639,002 | $1,951,347 | $1,186,100 | $631,015 | $79.38 | $91.30 | $276.0 | $3.93 | | 2022 | $4,486,548 | $4,506,289 | $1,208,492 | $1,224,584 | $99.15 | $101.15 | $270.8 | $3.97 | | 2021 | $4,440,908 | $5,151,457 | $1,318,764 | $1,453,664 | $96.19 | $117.12 | $251.3 | $3.74 | | 2020 | $4,221,114 | $3,055,790 | $1,565,573 | $1,003,991 | $80.92 | $98.84 | $242.8 | $3.73 |
PAY VERSUS PERFORMANCE
______________ (1) Linden R. Evans was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below:
PAY VERSUS PERFORMANCE
| 2020 | 2021 | 2022 | 2023 | | Richard W. Kinzley | Richard W. Kinzley | Richard W. Kinzley | Kimberly F. Nooney | | Brian G. Iverson | Brian G. Iverson | Brian G. Iverson | Brian G. Iverson | | Stuart A. Wevik | Stuart A. Wevik | Erik D. Keller | Marne M. Jones | | Scott A. Buchholz | Erik D. Keller | Jennifer C. Landis | Erik D. Keller | | | | | Richard W. Kinzley |
PAY VERSUS PERFORMANCE
(2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company's NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote (3) below. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for Linden R. Evans | Exclusion of Change in Pension Value for Linden R. Evans | Exclusion of Stock Awards for Linden R. Evans | Inclusion of Pension Service Cost for Linden R. Evans | Inclusion of Equity Values for Linden R. Evans | Compensation Actually Paid to Linden R. Evans | | 2023 | $5,639,002 | $(35,493) | $(2,729,666) | $- | $(922,496) | $1,951,347 |
PAY VERSUS PERFORMANCE
| Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Exclusion of Change in Pension Value for Non-PEO NEOs | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs | Average Inclusion of Pension Service Cost for Non-PEO NEOs | Average Inclusion of Equity Values for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $1,186,100 | $(5,828) | $(353,835) | $- | $(195,422) | $631,015 |
PAY VERSUS PERFORMANCE
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
PAY VERSUS PERFORMANCE
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Linden R. Evans | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Linden R. Evans | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Linden R. Evans | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Linden R. Evans | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Linden R. Evans | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Linden R. Evans | Total - Inclusion of Equity Values for Linden R. Evans | | 2023 | $1,578,054 | $(2,654,316) | $- | $153,766 | $- | $- | $(922,496) |
PAY VERSUS PERFORMANCE
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Non-PEO NEOs | Total - Average Inclusion of Equity Values for Non-PEO NEOs | | 2023 | $204,554 | $(350,241) | $- | $12,605 | $(62,340) | $- | $(195,422) |
PAY VERSUS PERFORMANCE
(4) The Peer Group TSR set forth in this table utilizes the Edison Electric Institute Index (“EEI Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the EEI Index, respectively. All dollar values assume reinvestment of the pre-tax value of dividends paid by companies, where applicable, included in the EEI Index. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined EPS from ongoing operations, as adjusted (non-GAAP) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. More information on EPS from ongoing operations, as adjusted can be found in the Short-Term Incentive section of Compensation Discussion and Analysis. This performance measure may not have been the most important financial performance measure for years 2022, 2021, and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. Relationship between Pay and Performance The charts shown below present a graphical comparison of compensation actually paid to the PEO and the average compensation actually paid to the other NEOs set forth in the Pay Versus Performance table above, as compared against the following Company performance measures: (1) Total shareholder return (TSR); (2) Peer group TSR; (3) Net income; and (4) EPS from ongoing operations, as adjusted. As presented, the first chart below compares the Company's TSR and peer group TSR, assumes an initial investment of $100 on December 31, 2019, assumes all dividends were reinvested and depicts performance at the end of each applicable year. Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2023 to Company performance. The measures in this table are not ranked.
PAY VERSUS PERFORMANCE
| Most Important Performance Measures | | EPS from ongoing operations, as adjusted (non-GAAP) | | Net income | | Total Shareholder Return |