Jeffrey J. Scissons
ALLETEAbout Jeffrey J. Scissons
Jeffrey J. Scissons, age 48, is ALLETE’s Vice President, Chief Financial Officer and Corporate Treasurer (appointed March 11, 2025), serving as principal financial officer; he joined ALLETE in 2013 and previously held finance and strategy roles across ALLETE and ALLETE Clean Energy . He holds a finance degree from the University of Minnesota Duluth and was a team captain and academic All‑American in hockey . Recent pay-for-performance outcomes at ALLETE include a three-year TSR of 11.6% (2022–2024) leading to an 89.9% PSA payout and EPS CAGR of 3% resulting in a 0% payout for EPS‑linked PSAs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ALLETE, Inc. | Vice President; CFO and Corporate Treasurer | Mar 2025–present | Principal financial officer; capital markets and M&A oversight; transition leadership in pending Merger |
| ALLETE, Inc. | Vice President; Corporate Treasurer | Sep 2024–Mar 2025 | Corporate treasury leadership; financing strategy |
| ALLETE, Inc. | Corporate Development Officer; ALLETE Clean Energy Strategy Officer | Sep 2023–Sep 2024 | Corporate development and ACE strategy; portfolio optimization |
| ALLETE Clean Energy | Chief Financial and Strategy Officer | Jan 2022–Sep 2023 | Financial leadership and strategic planning for ACE; operational performance |
| ALLETE, Inc. | Director of Corporate Development | Jan 2021–Jan 2022 | Led corporate development activities; transaction execution |
| ALLETE, Inc. | Assistant Treasurer | Jan 2017–Jan 2021 | Treasury operations; liquidity management |
| ALLETE, Inc. | Manager – FP&A; Financial Analyst | 2015–2016; 2013–2015 | Corporate planning and analysis; foundational finance contribution |
| ALLETE, Inc. | Key initiatives led | 2013–present | Led acquisition of New Energy Equity and divestiture of U.S. Water |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northern Asset Management (Duluth) | Research and investing in electric and gas utilities | 12 years (prior to 2013) | Sector expertise in regulated utilities; informs ALLETE capital allocation and risk frameworks |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary (as of 12/31) | $300,009 | Increased from $241,553 (2023) upon promotion; aligned toward market median |
| Target AIP (% of base) | 45% (as of 12/31) | Prorated average target 41.7% due to mid-year increase |
| Actual AIP Payout (% of target) | 127% | Blended ALLETE and ACE performance |
Performance Compensation
| Metric | Plan | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| ALLETE Net Income (AIP) | Short-term | 50% | $212.7MM | $221.69MM (AIP-adjusted) | 142.2% unweighted → 71.1% weighted | Annual cash |
| ALLETE Cash from Ops (AIP) | Short-term | 20% | $384.9MM | $489.36MM (AIP-adjusted) | 200.0% unweighted → 40.0% weighted | Annual cash |
| Strategic Goals (ALLETE) | Short-term | 18% | Defined annually | Between target and superior | 32.0% weighted | Annual cash |
| Operational Goals (ALLETE) | Short-term | 6% | Reliability indices | Mixed performance | 6.73% weighted | Annual cash |
| Safety Goals (ALLETE) | Short-term | 6% | Multiple indicators | Below threshold in lagging measures | 3.33% weighted | Annual cash |
| ACE Composite (Scissons portion) | Short-term | 33.3% of AIP | Net income, strategy, ops | 71.3% overall | 71.3% of segment target | Annual cash |
| Total AIP (Scissons) | Short-term | Blend | — | — | 127% of target | Paid 2024 |
| PSAs – Relative TSR (2022–2024) | Long-term | 37.5% of LTIP | 50th percentile target | 46th percentile; payout 89.9% | 89.9% of target | Earned at end of period |
| PSAs – EPS CAGR (2022–2024) | Long-term | 37.5% of LTIP | 6% target; 4% threshold | 3% CAGR; payout 0% | 0% of target | Earned at end of period |
| RSUs (2024 grants) | Long-term | 25% of LTIP | Time-based | Vests normally | N/A | Vests Dec 31, 2026 |
2024 Grants Detail (Plan-Based Awards)
| Award | Grant Date | Target Units | Grant-Date Fair Value |
|---|---|---|---|
| PSAs (TSR) | Jan 25, 2024 | 580 target (Jan grant) + 260 target (Sep grant) | $42,114 + $18,780 |
| PSAs (EPS CAGR) | Jan 25, 2024 | 685 target (Jan grant) + 294 target (Sep grant) | $40,716 + $18,778 |
| RSUs | Jan 25, 2024 | 674 units | $40,063 |
| RSUs | Sep 19, 2024 | 196 units | $12,519 |
| Total Stock Awards (2024) | — | — | $172,969 |
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Shares owned directly/indirectly (3/14/2025) | 3,094 | Sole or shared voting/investment power |
| RSUs counted for guideline (3/14/2025) | 2,507 | RSUs and deferred shares count toward guideline |
| Total counted toward guideline | 5,601 | Company counts certain derivative holdings |
| Shares needed to meet guideline | 16,454 | CFO guideline = 3x base salary value |
| Ownership as % of shares outstanding | ~0.0053% | Calculated using 57,962,041 shares outstanding at 3/14/2025 |
| Outstanding RSUs (unvested) | 2,389 units; $154,807 MV | Valued at $64.80 (12/31/2024 close) |
| Outstanding PSAs (unearned) | 2,316 units; $150,077 payout value | Scenario-based target/threshold assumptions |
| Ownership guideline policy | CFO 3x salary; 7-year initial, 5-year post-promotion window | Must retain 100% of vested shares until guideline met |
| Hedging/pledging | Prohibited (margin, hedging, short sales, pledging) | Strict pre-clearance and blackout windows |
Employment Terms
| Provision | Details |
|---|---|
| Employment agreement | None for NEOs |
| Severance (Change-in-Control, double-trigger) | 2x annual cash compensation (salary + target AIP) for CFO tier |
| Estimated CIC payout if triggered 12/31/2024 | Severance $870,025; PSAs $156,039; RSUs $37,707; Benefits $58,930; Outplacement $25,000; Total $1,147,701 |
| CIC treatment of equity | RSUs vest prorata; PSAs pay prorata at greater of target or current-earned metrics; post‑Merger Agreement PSAs convert to time-vested cash at target |
| Non-compete | One year for NEOs other than CEO/CFO (CEO/CFO 1.5 years); Scissons subject to NEO standard |
| Non-solicit | Two years (employees or directors) |
| Clawback | Mandatory (erroneous incentive-based comp) effective Dec 1, 2023; discretionary recovery for misconduct |
| Tax gross-ups | None, except broad-based relocation policy |
| Perquisites | Limited; each NEO < $10,000 in 2024 |
| Extraordinary/retention pay related to Merger | $63,040 discretionary bonus; eligible for additional $131,250 (net) upon Merger closing |
Compensation Structure Analysis
- Mix and market: Base, AIP, and LTIP were increased to align toward market medians; Scissons’ 2024 increases tied to promotion and role scope .
- Shift in equity instruments: No stock options granted or outstanding; LTIP is PSAs (TSR and EPS CAGR) and RSUs, reducing risk versus options and emphasizing relative returns and earnings growth .
- AIP design: Heavy weighting to net income (50%) and operating cash flow (20%), balanced by strategic, operational, and safety goals; 2024 payout for Scissons was 127% of target due to blended ALLETE and ACE performance .
- Performance targets: EPS CAGR targets tightened (threshold 4%, target 6%, superior 8%); 2022–2024 EPS CAGR at 3% resulted in zero EPS PSA payout, reinforcing pay-for-performance integrity .
Say‑on‑Pay & Peer Group
- Say‑on‑Pay support: 2024 advisory approval for 2023 NEO pay received >94.5% of votes; 2023 approval ~93% .
- Compensation benchmarking peer group (selected subset of EEI Stock Index): Alliant Energy, Avista, Black Hills, Hawaiian Electric, IDACORP, MDU Resources, MGE Energy, NiSource, NorthWestern, OGE Energy, Otter Tail, PNM Resources, Pinnacle West, Portland General Electric, Unitil .
- Target positioning: Total compensation designed near market median at target performance; larger roles carry higher at‑risk proportions .
Performance & Track Record
- AIP outcomes: ALLETE AIP results for 2024 delivered between target and superior on net income and superior on operating cash flow; strategic achievements between target and superior; safety outcomes lagged, reducing overall payout .
- LTI outcomes: 2022–2024 TSR ranked 46th percentile (89.9% payout); EPS CAGR 3% (0% payout), demonstrating sensitivity to earnings growth shortfalls .
- Leadership execution: Scissons led key M&A initiatives (New Energy acquisition; U.S. Water divestiture) and transition committee for pending Merger, signaling transaction execution capability .
Equity Ownership & Alignment
- Ownership guideline progress: Board determined Scissons is making satisfactory progress toward elevated guideline after promotion .
- Alignment safeguards: Prohibitions on pledging, hedging, margin accounts, short sales; strict blackout and pre‑clearance reduce opportunistic trading risk .
Investment Implications
- Compensation alignment: High weighting to net income and operating cash flow in AIP aligns CFO incentives with core earnings quality and liquidity; RSU retention requirements until guideline met may dampen near‑term selling pressure .
- Execution risk: EPS CAGR miss (0% payout on EPS PSAs) highlights earnings growth challenge; watch for roadmap to 6–8% EPS CAGR targets under private ownership structure post‑Merger .
- Change‑in‑control economics: Double‑trigger CIC at 2x cash comp and equity acceleration mechanics are mainstream; extraordinary Merger‑related bonus enhances short‑term retention until close .
- Trading signals: Strict insider policy and blackout windows limit discretionary trading; RSU/PSA vesting cadence suggests predictable award-driven transactions rather than opportunistic selling .
Key takeaway: Scissons’ pay is tightly linked to earnings and cash generation with robust governance safeguards; the zero EPS PSA payout underscores a focus area for value creation, while CIC protections and Merger‑related incentives support retention through strategic transition .