Charlene A. Thomas

About Charlene A. Thomas

Independent director of ALLETE (ALE) since 2021; age 57. Thomas is a former senior HR and operations executive with UPS and Sodexo North America, with experience leading large-scale human capital, distributed operations, and business transformations. She holds an artificial intelligence certification from MIT. At ALLETE, she serves on the Audit Committee and the Executive Compensation and Human Capital (ECHC) Committee; the Board has determined that all directors except the CEO/Chair are independent, and Thomas is classified as independent .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; ECHC Committee member. Neither chair role is held by Thomas (Audit Chair: Goldfarb; ECHC Chair: Powers) .
• Independence: The Board affirmed each director except the CEO/Chair (Owen) is independent; this includes Thomas .
• Attendance and engagement: Board held 16 meetings in 2024; “each Director attended every Board meeting” and “every meeting held in 2024 by the committee or committees on which they served.” Audit and ECHC each held five meetings in 2024; Thomas, as a member of both, therefore attended 16/16 Board and 5/5 Audit + 5/5 ECHC in 2024 .
• Risk oversight context: Audit oversees financial reporting, controls, compliance, and information security/cyber risks; ECHC oversees executive/director compensation and human capital (culture, safety, talent) including linkage to sustainability strategy .

2024 Meeting Attendance (derived from disclosures)

Fixed Compensation (Director Pay)

Non-employee director pay structure (2024):

• Annual retainers: Cash $85,000; Stock $110,000 (paid in common shares) .
• Committee retainers: Audit member $10,000; ECHC member $10,000; CG member $10,000; Chair premia: Audit +$12,000, ECHC +$7,500, CG +$5,000 .
• For Thomas, 2024 cash fees ($105,000) equal $85,000 cash retainer + $10,000 Audit member + $10,000 ECHC member disclosed in the schedule (matches her reported cash total) .
• Deferral: Directors may elect to defer cash and/or stock retainers under Deferral Plan II .

Performance Compensation

• Non-employee directors do not receive performance-based bonuses or options; equity is provided as an annual stock retainer in common shares (no option awards disclosed) .
• Grant details:
  • 2023: Each director received 1,786.294 shares; valued at $61.58 (five-day average) on June 1, 2023; grant date fair value $110,000 .
  • 2024: Each director received 1,742.712 shares; valued at $63.12 (five-day average) on June 3, 2024; grant date fair value $110,000 .

Other Directorships & Interlocks

Expertise & Qualifications

• Executive leadership in human capital and operations for large, complex, distributed organizations; business transformation; financial acumen; AI certification from MIT .
• Board-mapped experience categorizes Thomas as having “Executive Compensation Expertise” and “Business Transformation” experience, aligned with ALLETE’s strategic needs .

Equity Ownership

• Ownership guideline: Directors expected to own at least 500 shares pre-election and, within 5 years, shares worth at least 5x annual cash retainer; deferred shares and RSUs count toward guidelines .
• Policy controls: Hedging, pledging, margin accounts, short sales prohibited for directors/officers per insider trading policy .

Governance Assessment

• Strengths and signals supporting investor confidence:

  • Independent director on two pivotal committees (Audit; ECHC), enhancing oversight of financial integrity, compensation, and human capital risk .
  • 100% attendance at Board and assigned committee meetings in 2024 (Board 16 meetings; Audit 5; ECHC 5), indicating strong engagement .
  • Ownership alignment: As of Mar 14, 2025, 6,620 shares counted for guideline purposes vs. 6,475 required, indicating compliance with stock ownership guidelines .
  • No Thomas-specific related-person transactions disclosed; Board affirmatively determined independence for all directors except CEO/Chair .
  • Director pay mix emphasizes equity retainer ($110k stock vs. $105k cash in 2024), reinforcing alignment; structure unchanged YoY from 2023 to 2024 .

• Watch items / potential conflict review focus:

  • External employment ended Feb 2025 (Sodexo NA). No related-party transactions involving Thomas are disclosed in 2024; continue monitoring related-party disclosures each proxy cycle .
  • As an ECHC member, Thomas helps oversee pay design; investors may track say-on-pay outcomes and any shifts in performance linkage in the CD&A, though not director-specific .

RED FLAGS: None disclosed specific to Thomas in the 2025 proxy (no related-party transactions, no hedging/pledging permitted by policy, full attendance) .

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Citations:

• Director profile, age, committees, background and AI certification; public board status; external roles: ; corroborating 2024 proxy profiles:
• Committee rosters; meeting counts 2024; chair roles: ; consolidated committee table:
• Independence determinations; Board independence framework:
• Meeting attendance statements and ownership guideline policy summary:
• Director compensation tables, structure, grant details (2023/2024):
• Beneficial ownership and guideline compliance table (as of Mar 14, 2025):
• Insider trading policy prohibitions (hedging/pledging/shorts):