Kimberly Nooney
BLACK HILLS CORP /SD/About Kimberly Nooney
Kimberly F. Nooney is Senior Vice President and Chief Financial Officer of Black Hills Corporation, appointed effective April 1, 2023, with 28 years at the company across accounting, internal audit, corporate development, systems, treasury, and FP&A; she is 54 years old and holds a bachelor’s degree from the University of South Dakota . Under her finance leadership, BKH delivered 2024 EPS from ongoing operations of $3.91 and improved net debt-to-capitalization to 55.5%, while maintaining an industry-leading dividend track record (54 consecutive years as of 2024) . Long-term TSR-based plans paid near-zero for 2022–2024 (rTSR -0.83%), evidencing a stringent pay-for-performance calibration ; 2021–2023 long-term plan TSR was 1.27% with a 16.21% payout .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Black Hills Corporation | VP Treasurer & Corporate Controller | 2018–2022 | Led treasury and controllership, supporting capital allocation and reporting modernization . |
| Black Hills Corporation | VP Treasurer | 2015–2018 | Strengthened liquidity management and funding strategy . |
| Black Hills Corporation | Various roles in accounting, IA, corp dev, systems, FP&A | Prior years (total 28 yrs) | Enterprise-wide finance and operational systems expertise, enabling transformation initiatives . |
| Black Hills Corporation | CFO (SVP) | Apr 1, 2023–present | Principal financial officer overseeing finance, accounting, treasury, IR, supply chain . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary Rate ($) | $440,000 | $460,000 |
| Salary Paid (SCT) ($) | $429,167 | $474,615 |
| Short-Term Incentive Target (% of base) | 60% | 65% |
| Short-Term Incentive Target ($) | $264,000 | $299,000 |
| Actual Short-Term Incentive Paid ($) | $395,700 | $321,457 |
| All Other Compensation ($) | $144,083 | $193,360 |
Performance Compensation
Annual Incentive (2024 plan design and outcomes)
| Metric | Weight | Target | Actual | Payout % of Target | Weighted Contribution |
|---|---|---|---|---|---|
| EPS from ongoing ops (as adjusted) | 70.00% | $3.94 | $3.91 | 94.64% | 66.25% |
| Timeliness of Incident Reporting | 2.50% | 92% | 91.46% | 86.50% | 2.16% |
| Avg Proactive Safety Activities/Employee | 2.50% | 5 | 6.03 | 151.50% | 3.79% |
| DART | 2.50% | 0.70 | 1.00 | 0.00% | 0.00% |
| Gas Distribution Damage (HPT) | 3.75% | 1.85 | 2.16 | 0.00% | 0.00% |
| Electric Reliability (SAIDI) | 3.75% | 64.2 | 72.3 | 53.39% | 2.00% |
| Customer Satisfaction | 3.75% | 4.25 | 4.51 | 200.00% | 7.50% |
| Customer Effort | 3.75% | 4.25 | 4.53 | 200.00% | 7.50% |
| Diverse Candidates (pro/tech roles) | 7.50% | 62% | 89.33% | 200.00% | 15.00% |
| Total Payout | — | — | — | — | 104.20% |
Long-Term Incentive Design (PSUs/RS)
| Plan | Metric | Weight | Notes |
|---|---|---|---|
| 2022–2024 | rTSR | 60% | Payout 0% (rTSR -0.83%) . |
| 2022–2024 | Avg EPS (as adjusted) | 20% | Payout 0% . |
| 2022–2024 | Avg Cost to Serve | 20% | Payout 51.61% for that metric; total plan 10.322% . |
| 2023–2025 & 2024–2026 | rTSR | 70% | Threshold 25th pct; cap at 100% if TSR negative . |
| 2023–2025 & 2024–2026 | Avg EPS (as adjusted) | 10% | — . |
| 2023–2025 & 2024–2026 | Avg Cost to Serve | 10% | — . |
| 2023–2025 & 2024–2026 | Emissions Reduction | 10% | Nat gas emissions reduction by 2035 . |
| 2025–2027 (updated) | rTSR | 40% | Reduced TSR weight; improved “line of sight” . |
| 2025–2027 | Avg EPS (as adjusted) | retained | — |
| 2025–2027 | Avg Cost per Customer | added | Replaced Avg Cost to Serve. |
| 2025–2027 | Emissions Reduction | retained | — |
| 2025–2027 | RSUs time-based | 40% | Increased RSU mix to foster retention . |
Nooney’s 2024 LTI Grants
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value |
|---|---|---|---|
| Performance Share Units (target) | Jan 25, 2024 | 8,782 | $473,335 |
| Restricted Stock (time-based) | Feb 9, 2024 | 3,817 | $197,034 |
| PSU Monte Carlo Fair Value/Share | — | — | $54.14 |
| Restricted Stock Fair Value/Share | Feb 9, 2024 | — | $51.62 |
Special retention award: On Jan 23, 2025, Nooney received an incremental time-based restricted stock grant with $1,300,000 grant-date fair value, vesting ratably over 4 years; accelerated vesting if involuntarily terminated without cause under award terms .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 49,125 shares (as of Feb 24, 2025); represents <1% of outstanding . |
| Restricted Stock counted in ownership | 30,169 shares (Nooney has voting but not investment power) . |
| Unvested Restricted Stock (FYE 2024) | 6,005 shares; market value $351,413 . |
| Unearned PSUs (FYE 2024) | 15,879 units; payout value $821,796 at target . |
| Vesting Cadence (Unvested RS for Nooney) | 844 (Feb 9, 2025); 1,272 (Feb 9, 2025); 500 (Feb 11, 2025); 844 (Feb 9, 2026); 1,272 (Feb 9, 2026); 1,273 (Feb 9, 2027) . |
| PSU Payout Dates (Projected) | Jan 23, 2026 and Jan 28, 2027 for outstanding cycles (at target as of 12/31/24) . |
| Options | None outstanding; no option exercises in 2024 . |
| Hedging/Pledging | Prohibited for employees and officers (anti-hedging/pledging policy) . |
| Ownership Guidelines | CFO required stock ownership at 3x base salary; 100% share retention until guideline met . |
| Compliance Status | NEOs other than CEO Evans have been in role <5 years and have not yet satisfied guidelines . |
Employment Terms
- Change-in-control protection: Double-trigger acceleration; equity generally accelerates only if awards are not assumed or upon qualifying termination post-CIC .
- Severance multiples: Up to two times average compensation for NEOs (2.99x for CEO); no excise tax gross-ups .
- Illustrative CFO payouts (effective 12/31/24):
- Involuntary or good reason termination after CIC: Cash severance $1,518,000; incremental retirement benefits $349,140; welfare continuation $64,300; accelerated equity $568,403; total $2,499,843 .
- Retirement: Equity acceleration (pro-rated PSUs) $248,073 .
- Death or disability: Equity acceleration $599,485 .
- Non-compete and non-solicit: Post-CIC waiver and release includes 1-year non-compete and 2-year non-solicitation and non-disparagement .
- Clawback policies: Mandatory recoupment for material restatements over prior 3 years; supplemental policy allows recovery for willful conduct causing significant financial/reputational harm .
Compensation & Benefits Detail (Nooney)
| Component | 2023 | 2024 |
|---|---|---|
| Stock Awards (grant-date fair value) ($) | $606,568 | $672,507 |
| Non-Equity Incentive ($) | $395,700 | $321,457 |
| Pension Present Value (DB) ($) | $171,160 (FYE 2023) | $160,715 (FYE 2024) |
| NQDC Company Contributions ($) | $76,231 | $113,885 |
| NQDC Aggregate Balance ($) | $559,709 | $793,052 |
| All Other Compensation ($) | $144,083 | $193,360 |
| Perquisites (included in “All Other”) | Vehicle, executive health, financial planning . |
Compensation Peer Group & Say‑on‑Pay
- Compensation peer group (2024 decisions): 19 utilities including ALE, LNT, AEE, ATO, AVA, CMS, HE, IDA, MGEE, NI, NJR, NWE, OGE, OGS, PNW, POR, NWN, SR, TXNM; revenues median ~$2.7B; BKH 2024 revenue $2.5B; target total compensation around market median .
- Say‑on‑pay approval: 97% at 2024 annual meeting; 98% at 2023 annual meeting .
Equity Award Vesting Schedule (FYE 2024 snapshot)
| Category | Shares/Units | Vest Date |
|---|---|---|
| Restricted Stock | 844 | Feb 9, 2025 |
| Restricted Stock | 1,272 | Feb 9, 2025 |
| Restricted Stock | 500 | Feb 11, 2025 |
| Restricted Stock | 844 | Feb 9, 2026 |
| Restricted Stock | 1,272 | Feb 9, 2026 |
| Restricted Stock | 1,273 | Feb 9, 2027 |
| PSUs (earned equivalents from 2022–2024) | 254 | Jan 23, 2025 |
| PSUs (2023–2025 at target estimate) | 3,687 | Jan 22, 2026 |
| PSUs (2024–2026 at target estimate) | 11,938 | Jan 28, 2027 |
Performance & Track Record Highlights (context for pay-for-performance)
- 2024 EPS delivered at $3.91 (above midpoint of guidance $3.80–$4.00); credit metrics improved; ATM equity used efficiently; strong liquidity and refinancing planning articulated by CFO on Q4 2024 call .
- Long-term plan outcomes emphasize rTSR alignment; 2022–2024 paid ~10% of target (0% on TSR and EPS components), underscoring rigor .
- Dividend growth sustained for 54 consecutive years as of 2024 .
- Anti-hedging/pledging policy and robust clawback framework enhance governance .
Investment Implications
- Pay-for-performance calibration is tight: TSR/EPS-based PSUs paid near-zero for underperformance, while STIP balanced customer, safety, and DEI outcomes delivered a modest 104.2% payout—indicating alignment with both financial and operational priorities .
- Retention risk appears mitigated by the January 2025 special four-year time-based RS grant ($1.3M) for Nooney, suggesting high criticality of CFO continuity through strategic initiatives (e.g., merger execution, balance sheet strategy) .
- Potential trading signals: Annual RS vesting clusters around early February each year and PSU payout determinations in late January could coincide with share withholding or liquidity events typical for executives, subject to blackout windows and pre-clearance; hedging/pledging prohibitions reduce misalignment risk .
- Governance and shareholder support are strong (97–98% say-on-pay), peer benchmarking targets median, and CIC terms are shareholder‑friendly (double trigger, no excise gross‑ups), reducing compensation‑related overhang .
Note: No stock options outstanding for NEOs; equity vehicles are RS and PSUs only . All values and details cited above reflect disclosures in Black Hills Corporation’s definitive proxy statements and SEC filings.