Madeleine W. Ludlow
ALLETEAbout Madeleine W. Ludlow
Independent director at ALLETE since 2004 (age 70), Ludlow is an audit committee financial expert with deep finance, investment banking, and utility-sector credentials. She founded West Capital Advisors (2011–present) after senior roles including Vice President & CFO at Cinergy Corp. (1997–2000) and Chair/CEO/President of Cadence Network (2000–2004). The Board has affirmatively determined she is independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| West Capital Advisors, LLC | Founder & Managing Director | Since 2011 | Strategic and development advisory for corporate innovation in private equity transactions |
| Market Capital Partners LLC | Principal | 2009–2011 | Mid-market investment banking |
| LudlowWard Capital Advisors, LLC | Principal | 2005–2009 | Mid-market investment banking |
| Cadence Network, Inc. | Chair, CEO & President | 2000–2004 | Utility expense management; operating leadership |
| Cinergy Corp. | Vice President & CFO | 1997–2000 | Public utility CFO experience |
External Roles
| Organization | Current/Former | Role | Tenure | Committees/Impact |
|---|---|---|---|---|
| AuguStar Variable Insurance Products Fund, Inc. (formerly Ohio National Fund, Inc.) | Current | Director | Since 2012 | Registered investment company with 25 funds |
| Ohio National Fund, Inc. | Former disclosure | Audit Committee Chair | Not specified | Audit leadership noted in prior proxies |
Board Governance
- Committee assignments: Corporate Governance & Nominating Committee (Chair); Executive Compensation & Human Capital (Member).
- Committee cadence: CG Committee held 4 meetings in 2024; ECHC held 5.
- Attendance and engagement: The Board met 16 times in 2024; each Director attended all Board and all of their committee meetings; Directors attended the 2024 Annual Meeting and the August 21, 2024 special meeting approving the Merger.
- Independence: The Board determined all Directors except the Chair (Ms. Owen) are independent; Ludlow is independent.
- Governance scope of CG Committee (chaired by Ludlow): Director nominations and independence standards, Board composition/succession, CEO evaluation oversight, stock ownership guidelines, and sustainability oversight; authorized to exercise Board authority between meetings.
- Executive sessions: Independent Directors meet in executive session at each regularly scheduled Board meeting (chaired by the Lead Director).
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer (Director) | $85,000 | Standard cash retainer for all Directors |
| Committee membership—ECHC | $10,000 | Member retainer; Ludlow is ECHC member |
| Committee membership—CG | $10,000 | Member retainer; Ludlow is CG member |
| Committee chair—CG | $5,000 | Additional retainer for CG chair |
| Cash fees subtotal | $110,000 | Matches Director Compensation table |
| Annual stock retainer | $110,000 | Paid in common stock |
| Stock grant details | 1,742.712 shares at $63.12 (5-day avg; paid June 3, 2024) | Director Stock Plan methodology |
| Total director compensation (2024) | $220,000 | Cash $110,000 + Stock $110,000 |
Director compensation structure was unchanged vs. 2023 (cash $85k; stock $110k; committee retainers as above).
Performance Compensation
- No performance-based director compensation disclosed (no options; stock awards are retainer-based under the Director Stock Plan).
Other Directorships & Interlocks
- No disclosed interlocks or related-party exposures involving Ludlow; the proxy’s related person review disclosed and cleared transactions related to another director (Hoolihan), not Ludlow.
Expertise & Qualifications
- Audit committee financial expert; CFO experience; investment banking, M&A, and business transformation expertise; prior senior utility executive.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficially owned shares | 19,092 | As of March 14, 2025 |
| Deferred shares (Director plan) | 5,085 | Counted toward ownership guideline |
| RSUs | — | RSUs not applicable to non-employee directors in this table |
| Total counted for guideline | 24,177 | Shares + deferred shares (guideline includes deferrals) |
| Ownership guideline status | Met | All independent Directors met guidelines except Mr. Matthews |
| Outstanding shares (record date) | 57,962,041 | For percent ownership context |
| Beneficial ownership (% of outstanding) | ~0.033% (19,092 ÷ 57,962,041) | Computed from disclosed figures |
| Pledging/hedging | Prohibited by policy; no pledges disclosed |
Governance Assessment
- Strengths: Independent director; chairs CG Committee with authority between meetings; audit financial expert; perfect attendance; ownership aligned and guideline-compliant; compensation structure balanced with equity retainer.
- Compensation mix: Retainer-based (cash + stock); unchanged since 2023; no discretionary meeting fees noted; no stock options; supports alignment without pay inflation.
- Conflicts/Related-party exposure: None disclosed for Ludlow; no loans or related-party transactions involving her; hedging/pledging prohibited.
- RED FLAGS: None identified (independence affirmed; high engagement; no pledging; no related-party ties disclosed).