George G. Goldfarb
ALLETEAbout George G. Goldfarb
Independent director of ALLETE, Inc. since 2012; age 65. Audit Committee Chair and designated audit committee financial expert (SEC definition). Background spans CFO/COO/CEO roles in specialty retail (Maurices/Ascena), with deep finance, operations, brand, and regional market experience; prior non-profit board service at Essentia Health (2019–2024). Directors (other than the CEO) are affirmed independent; Mr. Goldfarb had 100% Board and committee meeting attendance across 16 Board meetings in 2024, with executive sessions of independent directors held at each regular meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maurices Incorporated | Interim President & CEO | Aug 2024–present | Led retail operations and strategy at national specialty apparel chain |
| Maurices Incorporated | Director & Chair Emeritus | Mar 2021–Aug 2024 | Governance leadership; brand strategy oversight |
| Ascena Retail Group, Inc. (Value Fashion Segment) | President & CEO | 2016–Jan 2018 | Led multi-brand value segment (Maurices, Dressbarn) |
| Catherines Stores, Inc. (Ascena subsidiary) | Vice Chair | 2015–2016 | Senior leadership within specialty retail |
| Maurices Incorporated | President | 2011–2015 | Growth and operations leadership |
| Maurices Incorporated | Chief Operating Officer | 2006–2011 | Multi-unit operations execution |
| Maurices Incorporated | Chief Financial Officer | 2001–2006 | Corporate finance and controls |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Essentia Health | Director | 2019–2024 | Regional health system governance |
| Public company boards | None | — | No public company interlocks disclosed |
Board Governance
- Independence: Board determined all directors except the Chair/CEO are independent; applies to Goldfarb .
- Committee assignments: Audit Committee Chair; audit committee financial expert; no other standing committees listed .
- Audit Committee activity: Five meetings in 2024; oversees financial reporting, internal controls, auditor independence, information security controls, legal compliance; audit/non-audit services pre-approved; formal report signed by Goldfarb as Chair .
- Attendance: 100% attendance at 16 Board meetings and all assigned committee meetings in 2024; directors attended 2024 annual and Aug 21, 2024 special shareholder meetings .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting; chaired by the Lead Director .
- Tenure and refresh: Director since 2012; Board rotates committee chairs over time .
Fixed Compensation
| Component | Amount/Detail | Evidence |
|---|---|---|
| Annual cash retainer (Director) | $85,000 | |
| Audit Committee member retainer | $10,000 | |
| Audit Committee chair retainer | $12,000 | |
| Total cash fees earned (2024) | $107,000 (85,000 + 10,000 + 12,000) | |
| Annual stock retainer | $110,000 | |
| Stock grant detail | 1,742.712 shares granted on June 3, 2024 at $63.12 (5-day average incl. day 10 prior) | |
| Total director compensation (2024) | $217,000 | |
| Deferral elections | Directors may defer cash and/or stock retainers into Deferral Plan II (stock account mirrors ALE performance; dividend equivalents credited) |
Notes: Non-employee director retainers were increased effective Jan 1, 2023; no changes since then. Program reviewed with Pearl Meyer benchmarking; mix aligned to market median and governance principles .
Performance Compensation
- Non-employee directors do not receive performance bonuses or options; compensation is cash retainer, committee retainers, and fixed-value annual stock grants; option repricing not applicable (no options outstanding) .
- No director meeting fees disclosed; equity is not performance-conditioned for directors; performance metrics (TSR, EPS CAGR, net income, CFO) apply to executive LTIP/AIP, not to directors .
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Conflict Indicator |
|---|---|---|---|
| Public company boards | — | None | No public company interlocks |
| Maurices/Ascena-affiliated roles | Private | Former senior executive/director | Retail operations unrelated to utility supply; no related-party transaction disclosed with ALE |
| Essentia Health | Non-profit/health system | Director (2019–2024) | No material related transactions disclosed; independence affirmed |
Expertise & Qualifications
- Audit committee financial expert; CFO experience; finance and risk management depth; branding and regional economic insight .
- Executive compensation expertise among directors; transactional and business transformation experience relevant to ALE’s capital-intensive, regulated environment .
Equity Ownership
| Holder | Common Shares Owned | RSUs | Deferred Shares (Director Plan) | Total Counted for Guideline | Guideline Threshold | Status |
|---|---|---|---|---|---|---|
| George G. Goldfarb | 6,751 | — | 17,453 | 24,204 | 6,475 (5× annual cash retainer, valued at $65.64) | Meets guideline |
- Ownership guideline: Directors expected to own ≥500 shares pre-election and ≥5× annual cash retainer within 5 years; deferred shares count toward guideline. All independent directors met guideline except Mr. Matthews (reasonable progress) .
- Pledging/hedging/short sales prohibited; margin accounts disallowed; trading windows and pre-clearance enforced under insider policy .
Governance Assessment
- Strengths: Independent Audit Chair with financial expert designation; robust audit oversight and pre-approval discipline; 100% attendance; strong ownership alignment (exceeds 5× retainer); prohibition on hedging/pledging; director compensation framework benchmarked and stable since 2023 .
- Conflicts: No related-party transactions identified involving Goldfarb; Board independence affirmed for all directors except the Chair/CEO .
- Shareholder signals: 2024 say‑on‑pay approval >94.5% supports compensation governance; ongoing shareholder engagement reported (strategy, pay, governance, merger timeline) .
- Risk indicators: No hedging/pledging; no public interlocks; committee workloads balanced; executive sessions routine; change-in-control and clawback policies pertain to executives, not director retainers .
Overall, Goldfarb’s profile supports investor confidence in financial stewardship and audit rigor, with clear independence, strong attendance, and aligned ownership; no evident related-party exposure or compensation red flags in director pay structure .