Susan K. Nestegard
ALLETEAbout Susan K. Nestegard
Lead Independent Director at ALLETE (ALE), age 64, serving on the Board since 2018. She brings audit committee experience, strategy and ERM oversight, innovation leadership (26 patents), and M&A expertise; prior senior roles include President of Global Healthcare at Ecolab and more than 20 years in product development and business unit management at 3M. As Lead Director, she is an ex officio member of each Board committee and presides over executive sessions when the Chair is not present. The proxy biography does not list formal degree information.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ecolab, Inc. (NYSE:ECL) | President, Global Healthcare | 2010–2012 | Senior operating leadership in healthcare segment |
| Ecolab, Inc. | Executive Vice President, Global Healthcare | 2008–2010 | Global P&L and strategic execution |
| Ecolab, Inc. | SVP R&D and Engineering; Chief Technical Officer | 2003–2008 | Innovation leadership; technology strategy |
| 3M Company (NYSE:MMM) | Product development and business unit management | 20+ years | Drove revenue expansion through innovation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| True Wealth Ventures (VC) | Advisor | Since July 2017 | Focus on women-led businesses in high-growth markets |
| Hormel Foods (NYSE:HRL) | Director | 2009–Jan 2024 | Compensation (Apr 2023–Jan 2024); Governance (2019–Apr 2023); Audit (2009–2019) |
Board Governance
- Status and roles: Independent Lead Director; ex officio member of Audit, Executive Compensation & Human Capital (ECHC), and Corporate Governance & Nominating (CG) Committees; all committees are comprised of and chaired by independent directors.
- Committee structure and meetings in 2024: Audit (5 meetings), ECHC (5 meetings), CG (4 meetings).
- Attendance and engagement: The Board held 16 meetings in 2024; each Director attended every Board and applicable committee meeting (100% attendance).
- Lead Director authorities: Presides over executive sessions; ex officio on all committees; liaises between Chair and independent directors; co-develops agendas/schedules; leads CEO performance evaluation with CG Committee.
- Independence: The Board determined all Directors except the Chair/CEO are independent (includes Ms. Nestegard).
- Governance hygiene: Committee charters refreshed in 2024–2025 (Audit Jan 2025; ECHC Jul 2024; CG Oct 2024).
- Shareholder support: At the 2024 annual meeting, Ms. Nestegard received 44,913,984 For; 415,332 Against; 147,886 Abstentions; strong support signal.
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| 2024 Fees Earned or Paid in Cash (Nestegard) | $140,000 | |
| 2024 Stock Awards (Nestegard) | $110,000 | |
| 2024 Total (Nestegard) | $250,000 | |
| Annual Director Cash Retainer (all non-employee directors) | $85,000 | |
| Annual Director Stock Retainer (all non-employee directors) | $110,000 | |
| Additional Lead Director Cash Retainer | $25,000 | |
| Committee Retainer – Member (per committee) | Audit $10,000; ECHC $10,000; CG $10,000 | |
| Committee Retainer – Additional Chair (per committee) | Audit $12,000; ECHC $7,500; CG $5,000 | |
| 2024 Annual Stock Grant Mechanics | 1,742.712 shares on June 3, 2024 at $63.12 grant-date value | |
| Deferral Elections | Ms. Nestegard elected to defer her 2024 stock retainer under Deferral Plan II | |
| Director Pay Design Changes | Since Jan 1, 2023: increased stock ($110k) and cash ($85k) retainers; reduced Lead Director add’l cash retainer from $40k to $25k; added committee retainers; no changes since 1/1/2023 |
Performance Compensation
| Performance Element | Applicability to Directors | Notes |
|---|---|---|
| Performance-based cash/PSUs/options | Not used for non-employee directors | Director pay is cash retainer + stock retainer; no performance metrics disclosed for director compensation. |
| Equity vesting terms | Stock retainer granted as common stock; directors may defer to stock account mirroring ALE performance with dividend equivalents | Deferral Plan II governs deferred amounts; payout timing/form elected by director. |
Other Directorships & Interlocks
| Company/Entity | Type | Role/Committee | Dates | Potential Interlock/Conflict Notes |
|---|---|---|---|---|
| Hormel Foods (NYSE:HRL) | Public | Director; Audit; Governance; Compensation | 2009–Jan 2024 | No ALE-related interlock disclosed. |
| True Wealth Ventures | Private VC | Advisor | Since Jul 2017 | No ALE-related interlock disclosed in proxy. |
Related-party review: The proxy’s related-person section discloses a transaction involving a different director (Hoolihan) and concludes independence is not impaired; there is no related-person transaction disclosure involving Ms. Nestegard.
Expertise & Qualifications
- Executive compensation oversight experience; business transformation and transactional experience; strategy and ERM; innovation/technology (26 patents).
- As Lead Director, ex officio across all committees enhances cross-committee coordination and risk oversight.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common Shares Beneficially Owned | 686 | As of March 14, 2025. |
| Deferred Shares (Director Deferred Stock Plan) | 12,209 | Counted toward guideline compliance. |
| Total for Guideline Purposes | 12,895 | Includes deferred shares; used for compliance assessment. |
| Ownership Guideline (5× annual cash retainer) | 6,475 shares | Based on $65.64 close on 3/14/2025. |
| Pledging/Hedging | Prohibited for directors and officers | Policy prohibits hedging/pledging/short sales. |
Alignment assessment: Her total ownership for guideline purposes (12,895) exceeds the guideline requirement (6,475), indicating compliance and positive alignment.
Governance Assessment
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Strengths and investor-confidence signals:
- Independent Lead Director with defined authorities, ex officio on all committees, and full attendance—supports effective oversight and independent challenge.
- Clear independence determination; all directors except the Chair/CEO are independent.
- Director compensation structure balanced between cash and stock; stock is delivered in shares (with optional deferral) aligning with shareholder outcomes; independent consultant (Pearl Meyer) benchmarks annually.
- Robust ownership guideline (5× cash retainer) and explicit prohibition on pledging/hedging.
- Strong 2024 shareholder support for her election (approx. 99% of votes cast For).
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Watch items / potential red flags:
- None disclosed specific to Ms. Nestegard regarding related-party transactions or attendance; no performance-linked pay elements for directors (common in utilities) but could be perceived as lower at-risk pay.
- Ongoing merger context may alter governance structures/committee compositions post-close; continue monitoring for changes in Lead Director role or committee assignments.
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Say-on-Pay context (board oversight via ECHC):
- 2024 say-on-pay passed (43,014,249 For; 2,142,764 Against; 320,189 Abstentions), indicating satisfactory investor sentiment toward compensation oversight.