Barbara A. Nick
ALLETEAbout Barbara A. Nick
Barbara A. Nick (age 67) is an independent director of ALLETE, Inc. (ALE) since 2020, serving on the Audit Committee and the Executive Compensation & Human Capital (ECHC) Committee. Her four-decade career in the electric and gas utility sector includes CEO and multiple president/SVP roles, with demonstrated governance rigor and NACD cybersecurity certification, aligning with ALLETE’s risk oversight and sustainability-focused strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dairyland Power Cooperative | Chief Executive Officer | 2014–Jul 2020 | Led a major Midwest generation and transmission cooperative; strategic and operational leadership |
| Minnesota Energy Resources Corp.; Michigan Gas Utilities Corp. (WEC Energy Group subs.) | President | 2012–2014 | Regulated gas utility leadership across two states; regulatory and customer operations |
| Wisconsin Public Service Company; Upper Peninsula Power Company (Integrys/WEC subs.) | SVP, Energy Delivery & Customer Service; President | 2007–2012 | Grid operations, reliability, customer service; utility operations leadership |
| WPS Resources Corp. (now WEC Energy Group) | Vice President, Corporate Services | 2004–2007 | Corporate services oversight; financial and operational governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SWCA Environmental Consulting | Director | Since May 2024 | Audit Committee; Compensation Committee |
| Mead & Hunt (architecture/engineering) | Director | Since 2019 | Audit Committee; Chair, Governance Committee |
| State of Wisconsin Investment Board | Former Chair | 2015–Dec 2023 | Oversight of ~$120B public pension fund; fiduciary governance |
Board Governance
- Independence: Board determined all directors except the CEO (Bethany Owen) are independent; Nick is independent .
- Committees: Audit (member); ECHC (member). 2024 meetings: Audit (5); ECHC (5). All directors attended every Board and committee meeting in 2024 (Board held 16 meetings) .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting, led by the Lead Director .
- Lead Director structure and oversight: ALLETE maintains combined Chair/CEO with an independent Lead Director; committees are chaired and comprised by independent directors .
| Governance Element | Detail |
|---|---|
| Independence status | Independent director |
| Committee memberships | Audit; ECHC |
| 2024 meeting attendance | 100% of Board and her committees; Board met 16 times; Audit 5; ECHC 5 |
| Executive sessions | Independent directors at each regular Board meeting |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | |
| Committee member retainers | $20,000 | Audit member $10,000; ECHC member $10,000 |
| Subtotal cash fees | $105,000 | |
| Annual stock retainer | $110,000 | 1,742.712 shares granted June 3, 2024 at $63.12 per share (5-day average) |
| Total annual director compensation | $215,000 | Cash + stock; no meeting fees disclosed |
- Director program design: Non-employee director retainers set at cash $85,000 and stock $110,000; committee retainers: Audit $10,000 (member)/$12,000 (chair); ECHC $10,000/$7,500; Corporate Governance $10,000/$5,000 .
- Deferrals: Directors may defer cash/stock under Deferral Plan II; Nick is not listed among 2024 deferrals (Matthews, Nestegard, Powers deferred) .
Performance Compensation
Nick’s own compensation is fixed (cash/stock retainers). As an ECHC member, she oversees executive pay-for-performance. 2024 AIP and LTIP metrics and outcomes:
| Metric (ALLETE 2024 AIP) | Threshold | Target | Superior | Actual | Weight | Payout (% of target) |
|---|---|---|---|---|---|---|
| Net Income | $191.43M | $212.70M | $233.97M | $221.69M | 50% | 71.1% |
| Cash from Operating Activities | $346.41M | $384.90M | $423.39M | $489.36M | 20% | 40.0% |
| Strategic goals | n/a | n/a | n/a | Between target & superior (EnergyForward); Superior (Transmission) | 18% | 32.0% |
| Operational goals | n/a | n/a | n/a | Mixed; generally 0.7–2.0% components | 6% | 6.73% |
| Safety goals | n/a | n/a | n/a | Mixed; some below thresholds; aggregate 3.33% | 6% | 3.33% |
| Total AIP payout (most NEOs) | — | — | — | — | — | 153.2% |
LTIP results (2022–2024 performance period):
- TSR percentile: 46th, payout 89.9% for TSR PSAs .
- EPS CAGR: 3%, below threshold; no payout for EPS CAGR PSAs .
Say-on-pay support:
- 2024 vote approving 2023 NEO pay: 94.5% .
Clawback:
- Executive Compensation Recovery Policy effective Dec 1, 2023; recovers erroneously awarded incentive-based comp upon restatement; discretionary recovery for misconduct .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Private/non-profit boards | SWCA Environmental Consulting (Audit; Compensation); Mead & Hunt (Audit; Governance Chair); former Chair, State of Wisconsin Investment Board |
| Interlocks/conflicts | No related-person transactions disclosed involving Nick; independence affirmed (Board reviewed related transactions; only ILCO/Hoolihan case analyzed) |
Expertise & Qualifications
- Utility leadership: CEO of Dairyland; multi-state regulated utility presidencies; energy delivery operations .
- Finance and governance: Strong financial skills; long record of principled corporate governance; committee leadership experience .
- Cybersecurity: NACD cybersecurity certification .
- M&A/renewables/business transformation: Merger integration, renewable energy, transformations .
Equity Ownership
| Ownership Element | Value |
|---|---|
| Beneficial ownership (Common Stock) | 11,717 shares |
| Guideline requirement (shares) | 6,475 shares (5× cash retainer at $65.64 per share as of Mar 14, 2025) |
| Status vs guideline | Meets guideline (11,717 ≥ 6,475) |
| % of shares outstanding | ~0.020% (11,717 ÷ 57,962,041) |
| RSUs/deferred shares | None reported for Nick |
| Hedging/pledging/short sales | Prohibited by policy |
Governance Assessment
- Board effectiveness and engagement
- 100% attendance in 2024 across Board (16 meetings) and her Audit/ECHC committees (5 each), evidencing high engagement .
- Independence affirmed; committees comprised of independent directors; robust executive sessions led by Lead Director .
- Compensation oversight and pay-for-performance
- ECHC links pay to performance using multi-metric AIP (Net Income, CFO, strategic, operational, safety) and LTIP PSAs (TSR/EPS CAGR); 2024 AIP outcome at 153.2% reflects strong cash flow/strategic execution but mixed safety/operational results; LTIP EPS underperformed—guardrails against windfalls .
- Strong shareholder support (94.5% say-on-pay) and clawback adoption strengthen investor alignment .
- Ownership alignment
- Exceeds director ownership guideline; policy prohibits pledging/hedging; Director deferral options available but Nick not noted as deferring in 2024 .
- Independence/conflict monitoring
- Related person transactions policy and CG Committee reviews; no transactions involving Nick disclosed; independence standards aligned with NYSE/SEC .
RED FLAGS
- EPS underperformance in LTIP (no payout for EPS CAGR 2022–2024), while AIP paid above target—watch balance of short-term vs long-term incentives; ECHC must sustain rigor on EPS CAGR targets and operational/safety metrics .
- Pending Merger with Alloy Parent—board composition and compensation frameworks may change; director oversight through transition is critical (Merger approved Aug 21, 2024; still subject to approvals) .
Net investor confidence signal: High attendance, clear independence, strong ownership alignment, and robust pay-governance architecture support confidence, with caution on LTIP EPS delivery and merger transition dynamics .