Nicole R. Johnson
ALLETEAbout Nicole R. Johnson
Nicole R. Johnson serves as Vice President; President–ALLETE Clean Energy (ACE) and is one of ALLETE’s named executive officers (NEOs) . She was appointed President of ACE on August 22, 2022 and continues to serve as a Vice President of ALLETE; prior to that she was Vice President and Chief Administrative Officer since June 2019 . In 2024, 75% of her annual incentive was tied to ACE metrics that paid out at 71.3% of target (ACE net income below threshold), and 25% tied to ALLETE metrics that paid out at 153.2% of target, resulting in a 92% overall AIP payout for Johnson . Over the 2022–2024 PSA performance period, ALLETE delivered 11.6% TSR (46th percentile vs. EEI peers), paying 89.9% on TSR PSAs, while EPS CAGR was 3% and paid 0% on EPS PSAs .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ALLETE, Inc. | Vice President; Chief Administrative Officer | Jun 2019 – Aug 2022 | Enterprise administration; preceded ACE leadership |
| ALLETE Clean Energy | President | Aug 2022 – present | Led ACE performance; achieved strategic goals while financial performance was mixed in 2024 |
Fixed Compensation
Multi-year compensation and target AIP percentages:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $333,808 | $380,085 | $423,795 |
| Target AIP (% of Base Salary) | 50% | 55% | 55% |
| Discretionary Bonus ($) | $40,000 (New Energy Equity acquisition) | $0 | $0 |
Performance Compensation
2024 AIP structure and outcomes for Johnson (25% ALLETE plan; 75% ACE plan):
- Overall AIP payout: 92% of target (25% at 153.2%; 75% at 71.3%)
ALLETE AIP portion (pays at 153.2%):
| Metric | Weighting (ALLETE plan) | Target | Actual | Payout |
|---|---|---|---|---|
| Net Income | 50% | $212.7m | $221.69m | 71.1% |
| Cash from Operating Activities | 20% | $384.9m | $489.36m | 40.0% |
| Strategic Goals | 18% | See CD&A | Between target and superior | 32.0% |
| Operational Goals | 6% | See CD&A | Mixed | 6.73% |
| Safety Goals | 6% | See CD&A | Mixed | 3.33% |
| ALLETE portion payout | — | — | — | 153.2% |
ACE AIP portion (pays at 71.3%):
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| ALLETE Net Income | 15% | $212.7m | $221.69m | 21.3% |
| ACE Net Income | 45% | $28.2m | $17.8m | 0% |
| Implement SPP Solutions | 15% | Target | Between target & superior | 16.4% |
| Maximize Portfolio Value | 15% | Target | Superior | 20.0% |
| Rev.-Weighted Fleet Availability | 5% | 95.0% | 94.4% | 3.5% |
| Safety Perception Survey | 1.25% | 85% | 100% | 1.7% |
| ALLETE Moves Stretching | 1.25% | 95% | 100% | 4.2% |
| Safety Severity Rate | 1.25% | 10.88 (75th pct) | 0 | 4.2% |
| ACE portion payout | — | — | — | 71.3% |
2024 LTIP grants and mechanics:
| Grant Date | Award Type | Shares (Target) | Grant-Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|
| 01/25/2024 | RSUs | 1,635 | $97,184 | Time-based; vests 12/31/2026 |
| 01/25/2024 | PSAs (TSR) | 2,453 | $150,811 | 3-yr TSR vs EEI; threshold 30th pct; target 50th; superior 85th |
| 01/25/2024 | PSAs (EPS CAGR) | 2,077 | $145,806 | 3-yr EPS CAGR; threshold 4%; target 6%; superior 8% |
Recent PSA outcomes (2022–2024 performance period):
| Metric | Result | Payout |
|---|---|---|
| TSR percentile | 46th percentile; TSR 11.6% | 89.9% |
| EPS CAGR | 3% | 0% |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficially owned shares | 12,740 |
| RSUs counted toward guideline | 4,365 |
| Total counted for guideline | 17,105 |
| Ownership guideline (multiple of salary) | 1x annual base salary |
| Shares required to meet guideline (at $65.64/share) | 6,523 |
| Compliance status | Meets/exceeds guideline |
| Unvested stock awards at FY-end 2024 | 5,061 units; $327,953 market value |
| Unearned PSAs outstanding at FY-end 2024 | 7,352 units; $476,410 market value |
| Options | None; ALLETE does not grant options and has no outstanding options |
| Pledging/hedging/short sales | Prohibited for NEOs |
| Insider trading controls | Pre-clearance required; earnings blackout and event blackouts apply |
Employment Terms
| Term | Details |
|---|---|
| Current role | Vice President; President–ALLETE Clean Energy |
| Appointment date | Named President of ACE on Aug 22, 2022; continues as Vice President of ALLETE |
| Employment agreement | None; ALLETE does not enter employment agreements with NEOs |
| CIC Severance (double trigger) | 2x annual compensation (base salary + target AIP) for Johnson |
| Non-compete (CIC plan condition) | 1 year for NEOs other than CEO/CFO |
| Non-solicit (CIC plan condition) | 2 years |
| CIC equity treatment | RSUs prorated vest; PSAs prorated at greater of target or earned; PSAs granted after May 5, 2024 convert to time-vesting cash at target |
| Clawback | Executive Compensation Recovery Policy effective Dec 1, 2023; discretionary clawback policy adopted concurrently |
| Tax gross-ups | No tax gross-ups (except relocation under broad policy) |
| Pension | Nonunion Pension Plan present value $109,866 (FY2024) |
| SERP II (defined contribution) | Company contribution $13,918 (2024); aggregate balance $135,483 (12/31/2024) |
Compensation Structure Analysis
- Pay mix emphasizes variable, at-risk compensation: annual incentive (AIP) and long-term equity (PSAs/RSUs); incentives are capped; compensation uses multiple performance metrics aligned with strategy and values .
- LTIP allocates 75% to PSAs (TSR and EPS CAGR) and 25% to RSUs; RSUs vest over three years to support retention and ownership .
- No stock options outstanding or granted; no tax gross-ups beyond relocation; double-trigger CIC severance aligns with mainstream practice; hedging/pledging prohibited .
- Pearl Meyer advises the ECHC Committee; market benchmarking is size-adjusted; 2024 target opportunities increased to move toward market median while maintaining pay-for-performance .
Investment Implications
- Alignment: Strong ownership compliance, three-year equity vesting, clawback, and prohibitions on hedging/pledging reduce misalignment risk; double-trigger CIC terms limit windfalls .
- Execution risk: EPS PSAs paid 0% for 2022–2024 and ACE net income missed threshold in 2024, tempering long-term payouts; continued emphasis on TSR and EPS CAGR indicates performance hurdles remain meaningful .
- Potential selling pressure: RSUs vest on 12/31/2026 and unearned PSAs remain outstanding; trading is subject to pre-clearance and blackout windows, which may modulate sales timing .
- Compensation signals: 2024 AIP payout at 92% (weighted ALLETE/ACE) reflects mixed operational/financial outcomes at ACE; continued focus on strategic and operational initiatives under Johnson’s leadership will be key to restoring EPS-driven LTIP value .