Marne Jones
BLACK HILLS CORP /SD/About Marne Jones
Marne M. Jones, age 51, is Senior Vice President – Utilities at Black Hills Corporation (BKH). She has 23 years with the company, advancing through finance, accounting, corporate services, regulatory, and utility operations; she became SVP Utilities on June 15, 2023 after roles as VP Electric Utilities (2021–2023), VP Regulatory & Finance (2018–2021), and VP Regulatory (2016–2018). Education is not disclosed in SEC filings. Company performance context during her tenure includes 2024 EPS from ongoing operations, as adjusted, of $3.91 and strong execution against regulatory and growth initiatives; the 2022–2024 PSU cycle paid 10.322% of target due to below-threshold relative TSR and EPS, highlighting tightened performance alignment; BKH’s five‑year TSR to 12/31/24 was 90.09 vs 137.73 for S&P 500 Utilities and 127.32 for its peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Black Hills Corporation | Senior Vice President – Utilities | 2023–present | Leads utility operations across electric and gas businesses; continuity and execution across regulation, reliability and growth |
| Black Hills Corporation | Vice President – Electric Utilities | 2021–2023 | Operational leadership of electric utilities; reliability and customer growth |
| Black Hills Corporation | Vice President – Regulatory & Finance | 2018–2021 | Led regulatory strategy and financing coordination; supported rate outcomes and capital planning |
| Black Hills Corporation | Vice President – Regulatory | 2016–2018 | Directed regulatory affairs; enabled cost recovery mechanisms and rate stability |
External Roles
No external public company directorships or committee roles are disclosed for Ms. Jones in BKH’s 2024 Form 10-K executive officer section .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (approved level) ($) | $398,000 | $450,000 (13% increase) |
| Salary Paid ($) | $388,333 | $462,692 |
| All Other Compensation ($) | $123,906 | $170,745 |
| Pension Present Value ($) | $54,765 (frozen plan) | $54,765 (frozen plan) |
| Nonqualified Deferred Compensation – Company Contributions ($) | $— (not shown separately) | $99,852 (Supplemental Matching, Retirement, and Target Contributions) |
| Nonqualified Deferred Compensation – Aggregate Balance ($) | $— (not shown separately) | $456,606 |
Notes:
- BKH provides limited perquisites (company vehicle, executive health, financial planning) reflected within “All Other Compensation” .
- No employment agreement; executives are at‑will .
Performance Compensation
Short‑Term Incentive (STIP)
- 2024 Target: 60% of base salary ($270,000); 2024 payout approved at 104.20% of target; Ms. Jones’ non‑equity incentive paid was $289,275 .
2024 STIP metrics and outcomes:
| Metric | Weight | Threshold | Target | Max | 2024 Actual | Payout % of Target | Weighted Payout |
|---|---|---|---|---|---|---|---|
| EPS from ongoing operations, as adjusted ($) | 70.00% | 3.66 | 3.94 | 4.22 | 3.91 | 94.64% | 66.25% |
| Timeliness of Incident Reporting (%) | 2.50% | 90 | 92 | 94 | 91.46 | 86.50% | 2.16% |
| Avg. Proactive Safety Activities/Employee | 2.50% | 3 | 5 | 7 | 6.03 | 151.50% | 3.79% |
| DART (incidents per 200,000 hrs) | 2.50% | 0.85 | 0.70 | 0.55 | 1.00 | 0.00% | 0.00% |
| Gas Distribution Damage (HPT) | 3.75% | 2.00 | 1.85 | 1.75 | 2.16 | 0.00% | 0.00% |
| Electric Reliability (SAIDI) | 3.75% | 72.9 | 64.2 | 49.1 | 72.3 | 53.39% | 2.00% |
| Customer Satisfaction (1–5) | 3.75% | 4.00 | 4.25 | 4.50 | 4.51 | 200.00% | 7.50% |
| Customer Effort (1–5) | 3.75% | 4.00 | 4.25 | 4.50 | 4.53 | 200.00% | 7.50% |
| Diverse Candidate Slate (%) | 7.50% | 57 | 62 | 67 | 89.33 | 200.00% | 15.00% |
| Total | 100% | — | — | — | — | — | 104.20% |
Long‑Term Incentive (LTI)
- 2024 LTI Target Value for Jones: $475,000 .
- 2024 Grants:
- Performance Share Units (PSUs): Target 6,417 shares; Threshold 1,604; Max 12,834 .
- Restricted Stock: 2,790 shares; grant-date fair value $144,020; vests ratably over 3 years .
- PSU Metrics:
- 2023–2025 and 2024–2026: 70% relative TSR, 10% Average EPS (adjusted), 10% Average Cost to Serve, 10% Emissions Reduction to 2035 (gas utilities) .
- 2024–2026 payout range: 0–200%; threshold 25th percentile rTSR; target 50th; max 90th; capped at 100% if TSR is negative .
- Completed 2022–2024 PSU Cycle:
- Payout 10.322% of target; rTSR 0%; Average EPS below target; Average Cost to Serve paid 51.61% of its component .
Performance plan changes for 2025–2027:
- rTSR weighting reduced from 70% to 40%; cost metric shifted to Average Cost per Customer; RSU weighting increased from 30% to 40% to recognize business risk and foster retention .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Beneficially owned shares (Feb 24, 2025) | 35,858; includes restricted stock (voting power, not investment power) |
| Ownership as % of outstanding | Less than 1% (BKH shares outstanding 72,086,473 as of Mar 4, 2025) |
| Unvested restricted stock (12/31/24) | 3,994 shares; market value $233,729 |
| Unearned PSUs at target (12/31/24) | 10,511 shares; payout value $536,570 |
| Options | None outstanding for NEOs |
| Stock ownership guideline | 3× base salary for senior officers; retention ratio applies |
| Compliance status | NEOs other than CEO are in roles <5 years and have not yet satisfied guidelines |
| Hedging/pledging | Prohibited; no margin accounts; pre‑clearance and blackout periods apply |
Scheduled vesting (indicative of potential selling pressure around dates):
| Award Type | Shares | Vest Date |
|---|---|---|
| Restricted Stock | 352 | 02/09/2025 |
| Restricted Stock | 930 | 02/09/2025 |
| Restricted Stock | 500 | 02/11/2025 |
| Restricted Stock | 352 | 02/09/2026 |
| Restricted Stock | 930 | 02/09/2026 |
| Restricted Stock | 930 | 02/09/2027 |
| PSUs (earned for 2022–2024) | 254 | 01/23/2025 |
| PSUs (2023–2025 cycle) | 1,535 | 01/22/2026 (target shown) |
| PSUs (2024–2026 cycle) | 8,722 | 01/28/2027 (target shown) |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement | None; executives are at‑will |
| Change‑in‑Control (CIC) | Double trigger required for accelerated equity (since 2023 grants) |
| CIC agreements expiration | November 15, 2025; renewal at Board/Committee discretion |
| Severance multiple (CIC) | Up to 2× average compensation for NEOs other than CEO |
| Tax gross‑ups | None for CIC |
| Clawbacks | Mandatory SEC/NYSE‑aligned 3‑year recovery for material restatements; supplemental policy for willful misconduct causing financial/reputational harm |
| Non‑compete / Non‑solicit / Non‑disparagement (CIC separation) | One‑year non‑compete; two‑year non‑solicit and non‑disparagement; payment contingent on waiver/release |
Potential payments upon termination (Jones; assuming 12/31/24 event):
| Scenario | Cash Severance | Incremental Retirement | Medical/Welfare Continuation | Equity Acceleration | Total |
|---|---|---|---|---|---|
| Retirement | — | — | — | $159,214 | $159,214 |
| Death/Disability | — | — | — | $392,943 | $392,943 |
| CIC (awards assumed/replaced; no separation) | — | — | — | — | — |
| Involuntary or Good Reason termination after CIC | $1,440,000 | $316,800 | $78,200 | $368,729 | $2,203,729 |
Retention awards:
- On January 23, 2025, the Committee granted additional time‑based restricted stock for leadership continuity: $950,000 grant‑date fair value to Ms. Jones; vests ratably over four years; accelerates if involuntarily terminated without cause; intended as a one‑time award absent extenuating circumstances .
Investment Implications
- Pay‑for‑performance alignment: STIP heavily weighted to EPS and operational metrics; recent PSU outcomes (10.322% for 2022–2024) signal strict hurdle discipline, reducing windfall risk .
- Retention vs performance balance: 2025–2027 LTI shifts toward more time‑based RSUs (40%) and lowers rTSR weight (40%), modestly diluting pure performance linkage but strengthening retention amid heightened business uncertainty; the 2025 retention RS grant further reduces near‑term flight risk for CFO and SVP Utilities .
- Insider selling pressure: Material scheduled vesting in Feb 2025/2026/2027 and PSU settlements in Jan 2026/2027 could create periodic supply; hedging/pledging is prohibited and pre‑clearance/blackouts apply, mitigating misalignment risks .
- Ownership alignment: Jones’ stake is <1% but subject to 3× salary ownership guidelines with retention ratio; NEOs in role <5 years are progressing toward compliance; strong say‑on‑pay support (97%) indicates shareholder endorsement of the program .
- CIC economics: Double trigger and 2× multiple with defined restrictive covenants aligns management focus in change scenarios without tax gross‑ups; equity acceleration is conditioned on award treatment and termination circumstances .