James J. Hoolihan
ALLETEAbout James J. Hoolihan
Independent director with deep regional industrial and civic experience; age 72; on ALLETE’s board since 2006. Career spans leadership in industrial supplies serving mining/rail industries and philanthropic governance; currently an owner/operator of industrial lubricant and real estate businesses. Serves on the Corporate Governance & Nominating (CG) Committee; no public-company boards. Background and age from ALLETE’s 2025 proxy nominee profile.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Can-Jer Industrial Lubricant, Ltd. | Owner and CEO | Since 1983 | Supplier to mining/rail industries in Canada |
| JHAC, LLC | Owner (real estate investment) | Since Oct 2000 | Private real estate ownership |
| Industrial Lubricant Company | CEO and Chair | 2011–2017 | Industrial supplies/services to mining/rail; family-owned |
| Industrial Lubricant Company | President | 1981–2004 | Operational leadership |
| Blandin Foundation | President and CEO | 2004–2011 | Rural community philanthropy leadership |
| Charles K. Blandin Residuary Trust | Co‑trustee | Since 2012 | Fiduciary/co‑trustee oversight |
| Blandin Foundation | Trustee | 2012–Dec 2023 | Board service |
| City of Grand Rapids, MN | Elected Mayor | 1990–1995 | Civic leadership |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Other Public Company Boards | None | N/A | None |
| Private/Non‑Profit roles | Various as above | See Past Roles | Not public boards |
Board Governance
- Committee assignments: Member, Corporate Governance & Nominating (CG) Committee; not chair.
- Independence: Board determined Hoolihan is independent; CG Committee reviewed transactions with Industrial Lubricant Company (ILCO) and found no material relationship or direct/indirect material interest; independence affirmed (all directors except Ms. Owen independent).
- Attendance and engagement: Board met 16 times in 2024; each director attended every board and committee meeting; all directors attended the 2024 annual meeting and the Aug 21, 2024 special meeting approving the merger.
- CG Committee activity: Four meetings in 2024; scope includes board composition/succession, independence determinations, ownership guidelines, and sustainability oversight.
- Lead independent director framework: Board uses an independent Lead Director structure with committees chaired by independent directors.
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $95,000 |
| Stock Awards (annual stock retainer) | $110,000 |
| Total | $205,000 |
Director retainer policy (no meeting fees; paid in cash and stock):
- Annual cash retainer for all directors: $85,000.
- Annual stock retainer: $110,000 (1,742.712 shares at $63.12 five‑day average on June 3, 2024).
- Committee retainers: Audit ($10,000 member; $12,000 chair), ECHC ($10,000 member; $7,500 chair), CG ($10,000 member; $5,000 chair).
- Deferral: Directors may defer cash and/or stock retainers to Deferral Plan II (stock account mirrors ALLETE common stock; dividend equivalents accrue).
Performance Compensation
| Element | Status |
|---|---|
| Performance‑tied director pay (options, PSUs/RSUs with performance conditions) | Not utilized; director compensation is retainers (cash and stock) aligned to market; no performance metrics disclosed for directors. |
Other Directorships & Interlocks
- Public company boards: None.
- Related-party exposure: ILCO (owned/operated by immediate family members) supplied lubricant products/services to a generating facility and subsidiary BNI Coal; ALLETE payments totaled $638,547 in 2024; CG Committee (excluding Hoolihan) concluded no material relationship and no direct/indirect material interest; independence not impaired.
Expertise & Qualifications
- Industrial supply and mining/rail sector expertise; regional business dynamics insight; prior CEO/Chair roles in industrial businesses.
- Philanthropy and trust governance experience (Blandin Foundation/Residuary Trust).
- Civic leadership (Mayor of Grand Rapids, MN).
- Board skills mapping: leadership/strategy and transactional experience are among board‑desired attributes; Hoolihan is listed in business transformation and transactional experience categories.
Equity Ownership
| Metric (as of March 14, 2025) | Amount | Notes |
|---|---|---|
| Beneficially owned common shares | 16,857 | |
| Deferred shares (Director Deferred Stock Plan) | 11,200 | |
| RSUs (director) | — | |
| Total shares counted for ownership guideline | 28,057 | |
| Shares needed to meet guideline (5× cash retainer at $65.64/share) | 6,475 | |
| Common shares outstanding | 57,962,041 | |
| Ownership as % of shares outstanding (beneficial) | ~0.03% (16,857 ÷ 57,962,041) |
- Ownership guidelines: Non‑employee directors must own shares worth ≥ five times their annual cash retainer within five years; as of March 14, 2025, all independent directors met this guideline except Mr. Matthews (progress satisfactory).
- Hedging/pledging: Directors prohibited from pledging ALLETE stock, hedging, and short sales under the Purchase and Sale of Company Securities Policy.
Governance Assessment
- Independence with related-party scrutiny: The ILCO supplier relationship generated $638,547 in 2024 payments; CG Committee reviewed 2022–2024 transactions and affirmed independence due to lack of materiality and no personal involvement—mitigates conflict risk but remains a watchpoint.
- Engagement signal: Perfect attendance across 16 board meetings and all committee meetings in 2024—strong engagement.
- Alignment: Exceeds ownership guideline (28,057 counted vs. 6,475 required), and annual stock retainer plus deferral option reinforces owner mindset; hedging/pledging prohibited—positive alignment.
- Compensation structure: Fixed cash and stock retainers with modest committee fees; no incentive pay—limits pay‑for‑performance linkage but reduces risk of misaligned incentives at the director level.
- Committee role: Service on CG Committee ties directly to independence determinations, board composition/succession, ownership policy, and sustainability oversight—relevant governance expertise contribution.
- RED FLAGS: Related‑party transactions with a family‑owned supplier (ILCO) are an inherent conflict risk even if currently deemed non‑material; monitor for changes in scope or terms.