Douglas C. Neve
ALLETEAbout Douglas C. Neve
Douglas C. Neve, age 69, has served as an independent director of ALLETE since 2007. He is a certified public accountant and designated “audit committee financial expert” under SEC rules, with prior experience as EVP & CFO of Ceridian and as an audit partner at Deloitte, bringing deep expertise in public accounting, corporate reporting, risk management, and M&A, including energy and renewables exposure . The Board has affirmatively determined he is independent; all directors (except the CEO/Chair) are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ceridian Corp. | Executive Vice President & CFO | 2005–2007 | Corporate finance, reporting, risk |
| Deloitte & Touche LLP | Audit Partner | 2002–2005 | Public accounting, audit quality |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None | — | No current public company directorships reported |
Board Governance
| Attribute | Detail | Source |
|---|---|---|
| Independence | Independent director (affirmed by Board) | |
| Committees | Audit Committee (member; audit committee financial expert) | |
| Corporate Governance & Nominating Committee (member) | ||
| Meeting attendance | 100% attendance at 16 Board meetings in 2024; attended all committee meetings served | |
| Committee activity level (2024) | Audit (5 mtgs), CG (4 mtgs) | |
| Executive sessions | Independent directors meet in executive session at each regularly scheduled Board meeting | |
| Governance documents | Audit Charter revised Jan 2025; CG Charter Oct 2024; ECHC Charter Jul 2024 |
Fixed Compensation (Director)
| Component (2024) | Amount | Detail/Derivation |
|---|---|---|
| Cash fees | $105,000 | Aggregate cash paid (matches $85k director cash retainer + $10k Audit member + $10k CG member) |
| Stock retainer | $110,000 | Annual director stock retainer (1,742.712 shares at $63.12 grant valuation) |
| Total | $215,000 | Sum of cash + stock |
| Retainer schedule (policy) | $85,000 cash (all directors); $110,000 stock (all directors) | |
| Committee retainers (policy) | $10,000 per committee (member); Audit Chair +$12,000; CG Chair +$5,000; ECHC Chair +$7,500 | |
| Lead Director add’l retainer (policy) | $25,000 cash | |
| Deferral elections | Not disclosed for Neve (deferments noted for Matthews, Nestegard, Powers) |
Performance Compensation (Director)
- No performance-based equity or stock options for directors are disclosed; compensation is via fixed cash and an annual stock retainer (no meeting fees) .
Other Directorships & Interlocks
- Current public company boards: None (reduces interlock/conflict risk) .
- No related-person transactions involving Neve are discussed; Board independence affirmed (CG Committee reviews related-party dealings; example provided for another director; none cited for Neve) .
Expertise & Qualifications
- CPA; SEC-defined audit committee financial expert .
- CFO experience (Ceridian), audit partner experience (Deloitte) .
- Skills noted: public accounting, corporate reporting, risk management, corporate finance, compliance, M&A; energy and renewable energy experience .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 11,593 | Includes shares with shared voting/investment with spouse; each director owns less than 1% of outstanding |
| Deferred shares (Director Deferred Stock Plan) | 17,508 | Counted for ownership guideline purposes; not beneficial ownership per Rule 13d‑3 |
| Total counted toward guideline | 29,101 | Beneficial + deferred for guideline calculation |
| Guideline requirement | 5x annual cash retainer within 5 years | Applies to non‑employee directors |
| Shares needed to meet guideline | 6,475 | Threshold shown; Neve exceeds guideline |
| Pledging/hedging | Prohibited for directors (no pledging, hedging, short sales) |
Governance Assessment
- Board effectiveness and engagement: Neve brings strong financial oversight as an audit committee financial expert and maintained 100% meeting attendance, with active committee service (Audit; CG), supporting robust risk oversight and governance .
- Independence and conflicts: Affirmed independent; no Neve-specific related-party transactions disclosed; strong insider trading and anti-pledging/hedging policies reduce alignment risks .
- Alignment: Director equity ownership guidelines are stringent (5x cash retainer), and Neve exceeds the requirement, improving alignment with shareholders .
- Compensation structure: Balanced mix of cash and equity retainer with transparent committee retainers; no option grants or performance equity that could misalign director incentives .
- Shareholder confidence signals: Overall governance framework includes regular independent executive sessions, updated charters, and strong shareholder engagement; 2024 say‑on‑pay support was 94.5% (broader governance context) .
RED FLAGS: None identified specific to Neve. No attendance issues, no related‑party exposure disclosed, no pledging/hedging, and ownership exceeds guideline .