Mark Schober
BLACK HILLS CORP /SD/About Mark A. Schober
Retired utility CFO with more than 35 years in the energy industry, Schober has served as an independent director of Black Hills Corporation since 2015 and is Audit Committee Chair. He is age 68 (2024 proxy) and will not stand for re‑election, resigning effective at the 2025 annual meeting after nine years of service; the Board thanked him for his contributions. He is designated an “audit committee financial expert,” reflecting deep financial oversight experience at regulated utilities.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ALLETE, Inc. | Senior Vice President & Chief Financial Officer | 2006–2014 | Led finance at a publicly traded Midwest utility, providing CFO‑level financial expertise and regulated utility experience. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | Other U.S. public company directorships: None. |
Board Governance
- Committee assignments and leadership:
- Audit Committee Chair; 9 meetings in 2024; all members financially literate; Schober is an “audit committee financial expert.”
- Governance Committee member; 3 meetings in 2024.
- Independence and attendance:
- Determined independent by the Governance Committee.
- Board held 6 meetings in 2024; each director attended at least 75% of combined Board and Committee meetings; all directors attended the 2024 shareholder meeting.
- Tenure and transition:
- Director since 2015; not standing for re‑election and resigning at the 2025 annual meeting (nine years of service), separate from the mandatory age‑72 bylaw.
- Board leadership and processes:
- Independent Chairman (Steven R. Mills) with regular executive sessions of independent directors; ERM, sustainability, cyber, and HCM oversight embedded across Board/committees.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 127,500 | 134,167 |
| Stock Awards ($) | 120,000 | 135,000 |
| Total ($) | 247,500 | 269,167 |
| RSU Annual Grant (Grant date; vest timing) | 5/1/2023; vests after 2024 annual meeting | 5/1/2024; vests after 2025 annual meeting |
| Meeting Fees Paid | None (company does not pay meeting fees) | None (company does not pay meeting fees) |
| Retainers in effect (from May 1, 2024) | — | Board cash retainer $120,000; Board Chair $120,000; Audit Chair $15,000; Governance Chair $12,500; Audit member $10,000; Governance member $7,500; RSUs $135,000 |
Notes:
- RSUs grant date fair value equals closing price on grant date; dividend equivalents accrue on RSUs; certain directors (including Schober) elected to defer restricted stock awards until separation.
Performance Compensation
Directors do not receive performance‑based incentives; equity grants are time‑based RSUs with no performance metrics, and no stock options are outstanding.
| Director Equity Detail | Value |
|---|---|
| Outstanding equity awards at 12/31/2024 (units include RSUs, equivalents, and deferrals) | 18,214 units (part of total 24,574) |
| RSUs scheduled to vest at 2025 annual meeting (per director) | 2,508 units (included in outstanding awards) |
| Stock options outstanding | None |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No current U.S. public company directorships; no disclosed interlocks. |
Expertise & Qualifications
- Financial oversight at regulated utilities; former public company CFO; SEC “audit committee financial expert” designation.
- Deep knowledge of regulated business models and Midwest utility operating environment relevant to BKH’s footprint.
Equity Ownership
| Metric | As of Feb 23, 2024 | As of Feb 24, 2025 |
|---|---|---|
| Common Stock Beneficially Owned (shares) | 7,979 | 6,360 |
| Outstanding Equity Awards (units) | 13,116 | 18,214 |
| Total Beneficial Ownership (shares/units) | 21,095 | 24,574 |
| Ownership as % of shares outstanding | <1% (asterisked in proxy) | <1% (asterisked in proxy) |
| Director Stock Ownership Guideline | Required: 5× annual cash Board retainer; all directors met guideline except Granger and Prochazka (Schober met) |
Alignment safeguards:
- Anti‑hedging/anti‑pledging policy prohibits hedging, pledging, margin accounts; pre‑clearance and blackout periods enforced.
Governance Assessment
- Strengths:
- Audit Committee leadership with nine meetings and financial expert designation supports robust financial reporting oversight and auditor independence.
- Independence affirmed; regular executive sessions; ERM, sustainability, cyber oversight embedded, indicating mature governance processes.
- Director compensation structure balanced (cash retainer plus time‑based RSUs; no meeting fees), benchmarked to peer median and transparent.
- Shareholder support for pay practices high (Say‑on‑Pay approvals: 98% in 2023; 97% in 2024), signaling investor confidence in governance.
- No related‑party transactions reported in 2023 or 2024.
- Watch items:
- Planned resignation in 2025 removes an experienced Audit Chair; succession for committee leadership should be monitored to maintain continuity in financial oversight.
- Red flags:
- None disclosed regarding related‑party transactions, hedging/pledging, option repricing, tax gross‑ups, or director attendance deficiencies.