Robert P. Powers
ALLETEAbout Robert P. Powers
Independent director (age 71) serving on ALLETE’s board since 2017; Chair of the Executive Compensation & Human Capital (ECHC) Committee. Former Vice Chair and Senior Advisor to AEP’s Chair/CEO (2017), EVP & COO of AEP (2010–2016), with prior senior roles at AEP Utilities/East Utilities/Generation, plus 16 years at PG&E (rising to Diablo Canyon Site VP/Plant Manager) and six years at TVA (health physicist). Brings expertise in strategic planning, executive compensation, M&A, renewables, business transformation, and cybersecurity oversight. No other public company board service disclosed. Independent under ALLETE’s standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Electric Power (AEP) | Vice Chair and Senior Advisor to the Chair & CEO | Jan–Aug 2017 | Senior strategic advisor |
| AEP | EVP & Chief Operating Officer | 2010–2016 | Oversight of operations at a large regulated utility |
| AEP Utilities | President | 2008–2010 | Utility leadership |
| AEP East Utilities | Executive Vice President | 2006–2008 | Regional operations leadership |
| AEP Generation | Executive Vice President | 2003–2006 | Generation fleet oversight |
| Pacific Gas & Electric (PG&E) | Various; rose to Site VP & Plant Manager, Diablo Canyon Nuclear | 16 years | Nuclear plant leadership and operations |
| Tennessee Valley Authority (TVA) | Health Physicist | 6 years | Nuclear/health physics expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | — | — | None disclosed |
| Utility industry associations | Member/participant | — | Active participant in utility associations (recruiting technical talent) |
Board Governance
- Independence and structure: All directors except the CEO (Ms. Owen) are independent; committees are chaired and composed entirely of independent directors. Independent Lead Director structure in place.
- Committee assignments: Powers serves as ECHC Committee Chair. 2024 meetings: ECHC (5); Audit (5); CG/Nominating (4).
- Attendance: Board held 16 meetings in 2024; each director attended every board and assigned committee meeting. Independent directors met in executive session at each regular board meeting.
| Committee | Role | 2024 Meetings |
|---|---|---|
| Executive Compensation & Human Capital (ECHC) | Chair | 5 |
| Audit | Not a member | 5 (committee held) |
| Corporate Governance & Nominating (CG) | Not a member | 4 (committee held) |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Standard for all non-employee directors |
| ECHC Committee membership retainer | $10,000 | Member fee |
| ECHC Committee chair retainer | $7,500 | Additional chair fee |
| Total cash fees earned (2024) | $102,500 | Reported for Powers (85,000 + 10,000 + 7,500) |
Performance Compensation (Director)
| Equity Retainer | Grant Date | Grant Value | Shares Granted | Deferral |
|---|---|---|---|---|
| Annual stock retainer | June 3, 2024 | $110,000 | 1,742.712 shares (valued at $63.12, 5-day avg incl. 10 days prior) | Powers elected to defer his 2024 stock retainer to Deferral Plan II |
Directors do not receive performance-conditioned equity; equity retainers are time-based director stock awards.
Other Directorships & Interlocks
- Public company boards: None disclosed for Powers.
- Related-person transactions: The only director-related transaction disclosed pertained to another director (Hoolihan/ILCO). The board determined all directors except Ms. Owen are independent.
Expertise & Qualifications
- Strategic planning, executive compensation, M&A, renewables, business transformation, cybersecurity oversight; prior nuclear operations leadership (Diablo Canyon).
- Listed among directors with executive compensation expertise on board skills matrix.
Equity Ownership
| Metric | Amount |
|---|---|
| Common shares beneficially owned | 664 |
| Deferred shares under Director Deferral Plan | 12,718 |
| Total shares counted toward ownership guideline | 13,382 |
| Ownership guideline requirement | ≥5x annual cash retainer within 5 years; all independent directors met guideline except Mr. Matthews (who is making progress) |
| Pledging/hedging policy | Pledging, hedging, short sales prohibited for directors/officers |
| Individual % ownership | Each director individually owns only a fraction of 1% of outstanding shares |
Insider Trades (Form 4)
| Date | Transaction | Shares | Post-Transaction Holdings | Source |
|---|---|---|---|---|
| 2025-06-02 | Award/Acquisition pursuant to Rule 16b-3(d) (annual director grant) | 1,690 | 15,073 |
ALLETE’s insider trading policy requires preclearance and prohibits pledging/hedging/short sales; blackout windows apply around earnings.
Compensation Committee Analysis (as ECHC Chair)
- Independent consultant: Pearl Meyer retained; independence reviewed and confirmed.
- Pay-for-performance structure: AIP and LTIP align to net income, cash from operations, strategic/operational/safety goals, and multi-year TSR/EPS CAGR PSAs; 2024 AIP paid 153.2% of target for ALLETE goals (with segment variations), TSR PSAs paid 89.9% (EPS CAGR PSAs 0%) for 2022–2024 cycle.
- Shareholder support: 2024 Say-on-Pay approval >94.5%.
- Change-in-control design: Double-trigger CIC severance (2.0x–2.5x salary+target bonus by tier), no excise tax gross-ups; prorated vesting/treatment for AIP/LTIP under CIC.
Governance Assessment
- Strengths: Independent director; chairs ECHC with documented use of an independent consultant; full 2024 attendance; alignment mechanisms via stock ownership guidelines (met) and prohibition on pledging/hedging; robust committee charters and executive sessions each meeting; strong Say-on-Pay support, indicating investor confidence in compensation oversight.
- Watch items: None specific to Powers disclosed; the proxy’s only director-related party transaction involved another director and was deemed immaterial; board continues to oversee merger-related governance changes.