Julie L. Padilla
ALLETEAbout Julie L. Padilla
Julie L. Padilla is Vice President, Chief Legal Officer, and Corporate Secretary at ALLETE (ALE), appointed effective June 1, 2024; she is 49 years old and joined ALLETE from private practice and prior industry roles . She signs SEC and proxy filings in her capacity as Corporate Secretary, underscoring her governance remit . Before ALLETE, she served as Chief Regulatory Officer at Twin Metals Minnesota (Apr 2019–Jul 2022) and as an attorney at Fryberger Law Firm (Nov 2022–Apr 2024) . Company performance context for incentive alignment: ALLETE’s 3‑year TSR for the 2022–2024 period was 11.6% (46th percentile), leading to a below‑target 89.9% payout on TSR PSAs; EPS CAGR for 2022–2024 was 3%, yielding no payout on EPS PSAs, while 2024 AIP (annual bonus) outcomes for NEOs were 153.2% of target, driven by strong operating cash flow and strategic execution .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Twin Metals Minnesota | Chief Regulatory Officer | Apr 2019 – Jul 2022 | Led regulatory and permitting strategy for a large mining project |
| Fryberger Law Firm | Attorney | Nov 2022 – Apr 2024 | Legal counsel; regulatory and corporate advisory experience |
Fixed Compensation
- The 2025 proxy’s NEO tables do not include Ms. Padilla (NEOs are Owen, Scissons, Morris, Johnson, Skelton), so her base salary and 2024 bonus actually paid are not itemized in summary compensation tables .
- Under the merger proxy, her 2024 annual bonus eligibility was explicitly addressed (see Performance Compensation) .
Performance Compensation
Company AIP design and 2024 outcomes (context for executives, including CLO)
| Metric (weight) | Threshold | Target | Superior | Actual/Result | Payout contribution |
|---|---|---|---|---|---|
| Net Income (50%) | $191.43m | $212.70m | $233.97m | $221.69m (after defined adj.) | 71.1% |
| Cash from Operating Activities (20%) | $346.41m | $384.90m | $423.39m | $489.36m (after defined adj.) | 40.0% |
| Strategic (18%) | Company-defined | Company-defined | Company-defined | Between target/superior | 32.0% |
| Operational (6%) | Company-defined | Company-defined | Company-defined | Mixed (aggregated) | 6.7% |
| Safety (6%) | Company-defined | Company-defined | Company-defined | Mixed (aggregated) | 3.3% |
| Total | — | — | — | — | 153.2% of target |
Merger‑year AIP handling for executive officers (including CLO)
| Item | Amount/Terms |
|---|---|
| Pro‑rated bonus paid at assumed Effective Time (illustrative schedule in proxy) | $11,667 for Ms. Padilla |
| Pro‑rated bonus for remainder of year post‑close | $81,667 at target (payable at greater of original target or actual vs. Parent‑set goals) |
Long‑term incentives and performance structure (company design; Ms. Padilla awards in next section)
- PSAs: two metrics, Relative TSR vs EEI Stock Index peers (threshold 30th, target 50th, superior 85th percentile) and EPS CAGR (threshold 4%, target 6%, superior 8%); straight‑line interpolation; 3‑year performance periods .
- 2022–2024 performance results for context: TSR payout 89.9% (46th percentile), EPS CAGR 3% (0% payout) .
Equity Ownership & Alignment
Ms. Padilla holdings and unvested awards
| Category | Detail |
|---|---|
| Common shares owned (as of Jan 31, 2025) | 86.286 shares |
| Common shares at initial Form 3 (as of Jun 1, 2024 event) | 851.45 shares |
| RSUs outstanding and vesting | 1,999 RSUs; distributions after vesting on 12/31/2026 and 12/31/2027 (plus accrued dividend equivalents) |
| PSAs outstanding (opportunity) | Up to 11,486 performance shares for 2024–2026 and 2025–2027 cycles (plus dividend equivalents; earned shares depend on performance) |
| Pledging/hedging | Prohibited for directors and officers; no margin accounts, hedges, or short sales |
| Ownership guidelines | ALLETE maintains executive stock ownership and retention guidelines; executives must hold a meaningful equity interest; RSUs count toward guidelines (unearned PSAs do not) |
Merger‑related equity treatment (executive officers including CLO; as of signing)
- RSUs: converted into time‑vesting cash awards; no acceleration at closing; paid per original terms and tax rules .
- PSAs: pro‑rated and paid after close based on deemed target or actual (as specified in proxy); Ms. Padilla’s illustrative table shows 2,553 PSAs and $23,760 value paid at the assumed Effective Time (illustrative schedule) .
- Company LTIP change‑in‑control terms (2026 LTIP framework): double‑trigger vesting for assumed RSUs; PSAs paid at greater of 100% target or actual to date, prorated; Committee may settle in cash or stock, subject to the Merger Agreement .
Selected merger equity amounts (illustrative schedule as of June 2024 signing)
| Instrument | Number | Total value basis |
|---|---|---|
| RSUs (CLO) | 851 | $57,047 |
| PSAs (CLO) | 2,553 | $171,073 (total); $23,760 paid at assumed Effective Time |
Employment Terms
| Topic | Ms. Padilla/Company disclosure |
|---|---|
| Start date and role | Vice President, Chief Legal Officer, and Corporate Secretary effective June 1, 2024 |
| Employment agreements | Company discloses no employment agreements with NEOs; none specific to Ms. Padilla disclosed |
| AIP/Bonus in change‑of‑control year | Pro‑rated at target at closing and pro‑rated for the remainder of the year at greater of original target or actual under Parent‑set metrics |
| LTIP change‑of‑control treatment | RSUs: assumed and continue; accelerate upon qualifying termination within 18 months; PSAs: paid at greater of target or actual to date, prorated; Committee discretion to settle in cash/stock; subject to Merger Agreement |
| Clawback (compensation recovery) | Executive Compensation Recovery Policy effective Dec 1, 2023; complies with SEC/NYSE rules |
| Insider trading/blackouts | Mandatory trading blackouts around quarter‑ends; pre‑clearance required; hedging/pledging/short sales prohibited |
Performance Compensation Details
Company 2024 AIP metrics, targets, actuals, and payout factors
| Metric | Weight | Threshold | Target | Superior | Actual/Result | Unweighted result | Payout |
|---|---|---|---|---|---|---|---|
| Net Income | 50% | $191.43m | $212.70m | $233.97m | $221.69m | 142.2% | 71.1% |
| Cash from Operating Activities | 20% | $346.41m | $384.90m | $423.39m | $489.36m | 200.0% | 40.0% |
| Strategic Goals | 18% | Described | Described | Described | Mixed; between target/superior | 177.8% | 32.0% |
| Operational Goals | 6% | Multi‑metric | Multi‑metric | Multi‑metric | Mixed | 112.2% | 6.7% |
| Safety Goals | 6% | Multi‑metric | Multi‑metric | Multi‑metric | Mixed | 55.5% | 3.3% |
| Total | 100% | — | — | — | — | — | 153.2% |
Company PSA calibration and outcomes (context)
| PSA metric | Performance period | Target | Actual | Payout |
|---|---|---|---|---|
| Relative TSR vs EEI Index peers | 2022–2024 | 50th percentile | 46th percentile (11.6% TSR) | 89.9% |
| EPS CAGR | 2022–2024 | 6% | 3% | 0% |
Investment Implications
- Alignment: Ms. Padilla’s pay mix includes time‑vested RSUs and multi‑year PSAs tied to TSR and EPS CAGR, consistent with ALLETE’s pay‑for‑performance design (TSR PSAs, EPS CAGRs, and AIP with heavy weight on net income and operating cash flow) . The 2022–2024 PSA outcomes (TSR < target; EPS 0% payout) confirm that equity awards are sensitive to shareholder value and earnings growth .
- Near‑term selling pressure: Her next RSU distributions are out in 2026 and 2027 (1,999 RSUs), and PSAs run through 2026 and 2027 (up to 11,486 shares), which limits immediate vest‑driven selling; blackout and pre‑clearance rules further constrain timing .
- Merger dynamics: Under the merger framework, RSUs convert to time‑vesting cash awards and PSAs are pro‑rated and paid at target or actual; AIP is pro‑rated at target, limiting uncertainty and providing retention value through and after close .
- Governance safeguards: Prohibitions on pledging/hedging/short sales and an SEC/NYSE‑compliant clawback reduce alignment and reputational risks associated with executive trading or restatements .