Charles R. Matthews
ALLETEAbout Charles R. Matthews
Independent director since 2022 (age 68), Matthews is an audit committee financial expert with more than 40 years in the energy industry, including CEO experience at regulated gas utilities and senior roles overseeing wholesale energy, risk, and cybersecurity; he serves on ALLETE’s Audit and Corporate Governance & Nominating (CG) Committees . The Board classifies him as independent (all directors except the CEO are independent) and reports 100% attendance at the 16 Board meetings and all committee meetings in 2024, indicating high engagement . He previously led WEC Energy Group subsidiaries (Peoples Gas Light and Coke Company and North Shore Gas Company) and has finance/regulatory experience at Mirant, Southern Company Services, and Exxon .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peoples Energy, LLC; The Peoples Gas Light and Coke Company; North Shore Gas (WEC Energy Group subsidiaries) | President; President & CEO | 2015–July 2022 | Led regulated gas utilities; strategic/operational leadership; risk and cybersecurity oversight |
| WE Energies (WEC Energy Group) | Senior Vice President – Wholesale Energy and Fuels | 2012–2015 | Oversight of energy procurement/trading, wholesale strategy |
| Mirant Corporation; Southern Company Services; Exxon Company, U.S.A. | Leadership, finance, and regulatory positions | Various (over 40-year career) | Finance, regulatory, operations experience across energy value chain |
External Roles
| Organization | Role | Since | Committees |
|---|---|---|---|
| BMO Financial Corp. | Director | May 2019 | Audit Committee; Human Resource Committee |
| BMO Harris Bank, N.A. | Director | May 2019 | Audit Committee; Human Resource Committee |
| Other public company boards | None | — | — |
Board Governance
- Committee assignments: Audit Committee member (financial expert designation) and CG Committee member; not a chair .
- Independence: Board affirmatively determined independence for each director except the CEO; committees are chaired by independent directors .
- Attendance: Board held 16 meetings in 2024; each director attended every Board meeting and every meeting of their committees; all directors attended the 2024 Annual Meeting and the Aug. 21, 2024 special meeting approving the merger .
- Committee activity in 2024: Audit (5 meetings) and CG (4 meetings) .
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting, chaired by the Lead Director .
Fixed Compensation
| Component | Detail | Amount | Notes |
|---|---|---|---|
| Director cash retainer | Annual cash retainer | $85,000 | Standard for non‑employee directors in 2024 |
| Committee membership retainers | Audit Committee (member) | $10,000 | Member retainer (chair is +$12,000; not applicable) |
| Corporate Governance & Nominating (member) | $10,000 | Member retainer (chair is +$5,000; not applicable) | |
| Fees earned or paid in cash (2024) | Total cash fees | $105,000 | Matches reported cash total |
| Director stock retainer (2024 grant) | Annual stock retainer | $110,000 | Granted June 3, 2024; 1,742.712 shares at $63.12 (5‑day avg incl. day 10 days prior) |
| Total director compensation (2024) | Cash + stock | $215,000 | Reported total for Matthews |
| Deferral elections | Deferrals under Deferral Plan II | Elected to defer 2024 stock retainer and cash retainers | Deferrals can be to cash or stock accounts; stock account tracks ALLETE share performance and pays dividend equivalents |
Performance Compensation
- Non‑employee director pay is structured as retainers (cash, stock) plus committee fees; no director performance bonus, PSUs, or options are disclosed for directors; compensation design and levels are set by the ECHC Committee with independent benchmarking and Board approval .
Other Directorships & Interlocks
| Company/Entity | Nature | Potential Interlock/Conflict Consideration |
|---|---|---|
| BMO Financial Corp.; BMO Harris Bank, N.A. | Banking | External bank directorships could present perceived conflicts if ALLETE engages BMO as a lender or service provider; no related‑party transactions disclosed for Matthews and Board affirms independence |
| Public company boards | None | No public company interlocks disclosed |
Expertise & Qualifications
- Audit committee financial expert; deep finance, risk management, and regulated utility operations experience; cybersecurity oversight listed among director competencies .
- CEO and executive leadership background; transactional and strategic planning experience aligned with ALLETE’s capital‑intensive, regulated profile .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned (as of Mar. 14, 2025) | 652 | Shared voting/investment power with spouse for these shares |
| RSUs | — | Directors’ beneficial ownership table shows “—” for RSUs |
| Deferred shares (Director Deferred Stock Plan) | 5,262 | Counted toward ownership guideline; distributions in common stock |
| Total counted for ownership guideline | 5,914 | Beneficial shares + director deferred shares |
| Ownership guideline | 5× annual cash retainer; target shares 6,475 (based on $65.64 closing price on Mar. 14, 2025) | Directors must meet within five years of election; proxy shows guideline target of 6,475 shares |
| Guideline status | First subject in 2022; Board determined he is making reasonable progress (not yet met) | All independent directors met guidelines except Matthews; Board cites satisfactory progress |
| Hedging/pledging/short sales | Prohibited for directors and officers | Insider policy restricts margin accounts, pledges, hedges, short sales |
Governance Assessment
- Strengths: Independent director with audit financial expert designation; member of two key committees (Audit, CG); 100% attendance at Board and committee meetings; extensive regulated utility leadership and risk/cyber oversight experience; deferral of retainers increases equity alignment via stock account tracking ALLETE share performance and dividend equivalents .
- Potential risks/RED FLAGS to monitor: Ownership guideline not yet met (target 6,475 shares vs. 5,914 counted), though Board deems progress satisfactory; continue monitoring accumulation toward guideline . External bank board roles could pose perceived conflicts if ALLETE engages BMO entities; no related‑party transactions disclosed for Matthews and Board affirms independence, but prudent to monitor any banking relationships for arm’s‑length terms . No attendance or pay anomalies disclosed; hedging/pledging prohibited, which supports alignment .