Barry Granger
BLACK HILLS CORP /SD/About Barry M. Granger
Independent director of Black Hills Corporation (BKH), age 65, serving since 2020; Class III director with current term expiring in 2027. Granger is Managing Partner and Co‑Founder of Vonbar Investments LLC and previously held senior leadership roles at DuPont, including Vice President of Government Marketing & Government Affairs, Vice President & General Manager of Tyvek, and Executive Assistant to DuPont’s Chairman/CEO, bringing over 40 years of experience in chemical/industrial markets, regulatory affairs, operations, sales, and marketing . The Board affirms his independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DuPont | Vice President, Government Marketing & Government Affairs | Not disclosed | Regulatory affairs leadership; government interface |
| DuPont (Tyvek) | Vice President & General Manager, Tyvek | Not disclosed | Business operations, sales/marketing oversight |
| DuPont | Executive Assistant to Chairman & CEO | Not disclosed | Senior executive advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vonbar Investments LLC | Managing Partner & Co‑Founder | Not disclosed | Private investment leadership |
| Other U.S. public company boards | None | — | — |
Board Governance
- Committee memberships: Leadership Development & Compensation Committee (member; Committee met 5 times in 2024; independence 100%) .
- Independence: Board determined Granger and all non‑employee directors are independent; CEO Evans is not independent .
- Attendance: Board held six meetings in 2024; each director attended at least 75% of combined Board/Committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Each regularly scheduled Board meeting includes an independent directors’ executive session .
- Board leadership: Independent Chairman (Steven R. Mills) separates board governance from CEO role .
- Committee interlocks: None for the Compensation Committee .
- Risk oversight: Board oversees ERM, cyber/physical security, sustainability, and human capital; committees allocated specific oversight per charters .
Fixed Compensation
| Component | 2024 BKH Director Fee Structure (Jan–Apr) | 2024 BKH Director Fee Structure (Effective May 1) | Notes |
|---|---|---|---|
| Board retainer (cash) | $95,000 | $135,000 | No meeting fees |
| Board Chairman retainer (cash) | $100,000 | $120,000 | |
| Equity (annual RSUs) | $120,000 | $135,000 | RSUs grant date May 1, vest following 2025 annual meeting |
| Audit Chair (cash) | $15,000 | $15,000 | |
| LD&C Chair (cash) | $12,500 | $12,500 | |
| Governance Chair (cash) | $10,000 | $12,500 | |
| Audit member (cash) | $10,000 | $10,000 | |
| LD&C member (cash) | $7,500 | $7,500 | Granger is LD&C member |
| Governance member (cash) | $7,500 | $7,500 |
| Barry M. Granger – 2024 Actual Director Compensation | Amount (USD) |
|---|---|
| Cash fees earned | $109,167 |
| Stock awards (RSUs grant value) | $135,000 |
| Total | $244,167 |
| Outstanding equity awards (units) | 9,313 |
- Directors did not receive stock options, non‑equity incentives, pension benefits, or perquisites in 2024; no stock options outstanding at year‑end .
- Dividends accrue on RSUs/common stock equivalents .
Performance Compensation
| Element | Grant/Plan | Metric/Terms | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU grant (directors) | May 1, 2024 | Time‑based (no performance metrics) | Vests following 2025 annual meeting | Grant value $135,000; Granger elected to defer RSUs (deferred stock units) until separation from board |
| Options | — | — | — | No option awards to directors in 2024 |
Directors’ equity is time‑based; BKH uses performance metrics for executive LTIP and STIP, not for directors .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current U.S. public company boards | None |
| BKH Compensation Committee interlocks | None |
| Shared directorships with competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- Government/regulatory affairs; operations; sales/marketing; leadership/people development from DuPont senior roles .
- Board skills matrix flags: Business operations, ESG/sustainability, financial acumen, government/regulatory, health & safety, human capital/compensation, legal/governance/compliance, M&A, risk management, strategic planning, utility industry exposure .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Outstanding Equity Awards | Total | Ownership % |
|---|---|---|---|---|
| Barry M. Granger | 769 | 8,544 | 9,313 | <1% |
- Composition of outstanding awards includes common stock equivalents, unvested RSUs (2,508 scheduled to vest at 2025 annual meeting if not deferred), and deferred stock units (3,820; Granger elected deferral) .
- Director stock ownership guideline: 5× annual cash Board retainer; all directors met guideline except Granger and Prochazka who have been on the Board less than five years (time allowed for compliance) .
- Anti‑hedging/pledging policy: Directors prohibited from hedging and pledging BKH securities; also prohibited from margin accounts .
Governance Assessment
- Independence and engagement: Granger is independent and serves on the LD&C Committee, which oversees executive/director compensation, culture, inclusion, pay equity, and engagement; Committee confirmed Meridian (compensation consultant) independence and no conflicts .
- Attendance and oversight: Board met six times in 2024; minimum 75% attendance achieved by all directors; regular executive sessions reinforce independent oversight .
- Compensation governance signals: Directors’ pay is split between cash and equity (for Granger ~45% cash / ~55% equity based on 2024 actuals) with no options or perqs, supporting alignment while limiting risk . LD&C Committee approved special retention RSU awards for certain executives in January 2025 to support continuity amid leadership transitions (CFO and SVP awards vest over four years), a governance‑sensitive action to monitor for pay inflation/retention tradeoffs .
- Shareholder support: Say‑on‑pay received 97% approval at the 2024 annual meeting, indicating strong investor confidence in compensation practices overseen by LD&C .
- Conflicts/related‑party: No reportable related‑party transactions in 2024; policy mandates Governance Committee review/approval of any such transactions; none disclosed .
RED FLAGS and Watch‑Items
- Ownership guideline not yet met: Granger is within the <5‑year window to achieve 5× retainer; monitor progress to full compliance .
- Executive retention awards: Incremental time‑based RSUs to CFO/SVP for retention could raise pay‑inflation concerns if repeated; Committee does not expect similar awards absent extenuating circumstances .
- No personal hedging/pledging permitted: Policy mitigates alignment risks (positive) .
Say‑on‑Pay & Shareholder Feedback
| Year/Item | Result |
|---|---|
| 2024 Say‑on‑Pay (advisory) | 97% approval |
Compensation Committee Analysis
- LD&C membership: Prochazka (Chair), Granger, Roberts, Taylor; 100% independent; 5 meetings in 2024 .
- Consultant: Meridian Compensation Partners engaged; Committee concluded no conflicts; consultant independent; scope included market review, plan design, and governance .
- Committee purview: Executive and director compensation philosophy/programs; oversight of culture, inclusion, human rights, pay equity, employee engagement; leadership development .
Related Party Transactions and Policies
- 2024 related‑party transactions: None reportable .
- Review protocol: Directors/officers must report such transactions to VP‑Governance; Governance Committee reviews for arm’s‑length terms and independence impacts .
- Insider trading policy: Prohibits trading on MNPI, hedging, pledging, margin accounts; blackout and pre‑clearance procedures apply to certain employees/officers .
Additional Board Context
- Risk oversight via ERM; quarterly risk reporting across strategy, operations, cybersecurity, ESG, financial, legal, safety, regulatory, human resources; committee‑level allocation per charters .
- Cybersecurity oversight: CIO provides quarterly updates on threats and mitigation .
- Sustainability oversight: Board receives quarterly updates; targets include emissions reductions (electric utilities intensity, natural gas utilities net‑zero by 2035) .
Overall signal: Granger’s independence, LD&C role, and absence of conflicts support governance quality. Ownership guideline progress and the committee’s recent retention awards to executives are watch‑items for alignment and pay discipline. High say‑on‑pay support and strong governance policies (anti‑hedging/pledging, related‑party reviews, executive sessions) bolster investor confidence .