Kathleen McAllister
BLACK HILLS CORP /SD/About Kathleen S. McAllister
Independent director (since 2019), age 60, serving on Black Hills Corporation’s Audit Committee and designated by the Board as an “audit committee financial expert.” Former CEO/CFO with 30+ years in capital-intensive energy businesses; CPA, NACD Board Leadership Fellow, and Directorship 100 Honoree. She is nominated for Class I with a term expiring in 2028 and is affirmed independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Transocean Partners LLC | Director, President & CEO; CFO | 2014–2016 (CEO; CFO in 2016) | Broad business perspective; financial acumen; capital raising and allocation; extensive M&A and corporate governance experience |
| Transocean Ltd. | Vice President & Treasurer | 2011–2014 | Treasury leadership; capital markets experience |
| Various (pre-2011) | Roles in finance, IT, tax, treasury | Not disclosed | Increasing responsibility across finance, IT, tax, treasury |
External Roles
| Organization | Role | Tenure | Committee Positions/Notes |
|---|---|---|---|
| Hoegh LNG Partners | Director | Not disclosed | Board service noted |
| Maersk Drilling | Director | Prior service | Chaired Audit & Risk Committee |
| SilverBow Resources, Inc. | Director | Prior service | Chaired Audit Committee |
| TMC The Metals Company Inc. | Director | Prior service | Chaired Audit Committee |
| Other U.S. public boards (current) | — | — | None |
Board Governance
- Committee assignments: Audit Committee member; Audit held 9 meetings in 2024; Chair is Mark A. Schober; McAllister is designated an “audit committee financial expert.”
- Independence: Affirmed independent by the Governance Committee under NYSE standards.
- Tenure/class: Director since 2019; Class I nominee; term to 2028 if elected.
- Attendance/engagement: Board held 6 meetings in 2024; each director attended at least 75% of combined Board and committee meetings; all directors attended the 2024 annual meeting; executive sessions of independent directors held at each regular meeting.
- Board leadership: Independent Chairman (Steven R. Mills).
- Related-party and conduct policies: No reportable related party transactions in 2024; insider policy prohibits hedging, pledging, margin accounts.
Fixed Compensation
- Structure: Non-employee director pay comprises cash retainers and RSUs; no per-meeting fees.
- 2024 fee schedule and equity:
- Board cash retainer increased from $95,000 (Jan–Apr) to $120,000 (effective May 1, 2024); annual RSU grant increased from $105,000 to $135,000; Audit Committee member retainer $10,000.
- Chair retainers (context): Board Chair $120,000; Audit Chair $15,000; LD&C Chair $12,500; Governance Chair $12,500.
- McAllister’s 2024 actual compensation:
| Item | Amount |
|---|---|
| Fees Earned/Paid in Cash (2024) | $111,667 |
| Stock Awards (RSUs, 5/1/2024 grant) | $135,000 (grant-date fair value) |
| Total (Cash + RSUs) | $246,667 |
| Outstanding Equity Awards at 12/31/2024 | 15,903 units (includes common stock equivalents, unvested RSUs, dividend equivalents) |
- Additional equity grant mechanics: RSUs granted May 1, 2024 at $135,000 fair value; vest following the 2025 annual meeting; grant-date fair value based on closing price.
Performance Compensation
| Element | Presence | Details |
|---|---|---|
| Performance-based pay for directors | None | Director pay is cash retainers plus time-based RSUs; no options, PSUs, or performance metrics apply to director compensation. |
Other Directorships & Interlocks
| Aspect | Detail |
|---|---|
| Current U.S. public boards | None |
| Compensation Committee interlocks (Company disclosure) | None involving BKH executive officers/committees |
Expertise & Qualifications
- Former CEO, CFO, and Treasurer of publicly traded energy companies; extensive capital raising/allocation and M&A experience; corporate governance depth; CPA; NACD Board Leadership Fellow; Directorship 100 Honoree.
- Audit committee financial expertise designation at BKH.
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficially owned common shares (2/24/2025) | 5,541 |
| Outstanding equity awards (units) | 10,362 |
| Total (shares + awards) | 15,903; <1% of shares outstanding |
| Deferred stock units election | 3,820 deferred RSUs (until board separation) |
| Upcoming vesting components | 2,508 RSUs/dividend equivalents scheduled to vest at 2025 annual meeting (if not deferred) |
| Hedging/pledging policy | Prohibits hedging, pledging, margin accounts for directors |
| Director ownership guideline | 5× annual cash Board retainer; all directors met except Granger and Prochazka (implies compliance for McAllister). Current retainer $120,000 (effective 5/1/2024) → guideline $600,000 value equivalent. |
Governance Assessment
-
Strengths
- Independence and audit specialization: Independent director, Audit Committee member, and designated audit committee financial expert—supports robust financial oversight.
- Engagement: Board met 6 times; Audit met 9 times; at least 75% attendance for all directors; executive sessions held each regular meeting—positive governance hygiene.
- Alignment: Strong director ownership guidelines (5× retainer) with company-wide compliance except two recent directors; equity awards are time-based RSUs; no meeting fees.
- Conduct/conflicts: No reportable related-party transactions in 2024; strict anti-hedging/pledging policy.
- Shareholder sentiment: “Say-on-pay” support at 97% for 2023 executive compensation at the 2024 meeting—indicates broader confidence in compensation governance.
-
RED FLAGS
- Options risk: None—directors had no stock option awards and no outstanding stock options in 2024.
- Related-party transactions: None reported for 2024.
- Hedging/pledging: Prohibited by policy, reducing misalignment risk.
- Interlocks: No disclosed compensation committee interlocks involving BKH executives.
-
Implications for investors
- McAllister’s background and audit expertise enhance Board oversight of financial reporting and risk; independence and ownership guideline compliance support alignment with shareholders. No material conflict signals per 2024 disclosures; director equity is time-based, limiting pay-for-performance concerns at the board level.