Rebecca Roberts
BLACK HILLS CORP /SD/About Rebecca B. Roberts
Rebecca B. Roberts is an independent director with 35+ years in energy operations, formerly President of Chevron Pipe Line Company and President of Chevron Global Power Generation, bringing pipeline, power generation, safety, and operational oversight expertise. She turned 72 in 2024 and, under BKH bylaws, will resign effective at the 2025 annual meeting after 13 years of board service . She has been affirmed independent by the Governance Committee and NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron Pipe Line Company | President | 2006–2011 | Led U.S. pipeline operations across crude, refined products, LPG, natural gas, chemicals |
| Chevron Global Power Generation | President | 2003–2006 | Managed a portfolio of power plants (U.S., Asia, Middle East) |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| AbbVie, Inc. | Director | Since 2018 | Not disclosed in BKH proxy |
| MSA Safety, Inc. | Director | Since 2013 | Chair, Compensation Committee |
| Enbridge, Inc. | Director (prior) | 2015–2018 | Not disclosed in BKH proxy |
Board Governance
- Independence: Confirmed independent under BKH’s Policy for Director Independence and NYSE standards .
- Tenure and retirement: 13 years of service; mandatory retirement at age 72 effective at the 2025 annual meeting .
- Attendance and engagement: Board met 11 times in 2023 and 6 times in 2024; each director attended at least 75% of combined Board and Committee meetings; all directors attended the 2023 and 2024 annual meetings .
- Committee assignments and chair roles:
- Governance Committee: Chair in 2023; member in 2024/2025 (chair transitioned to Teresa A. Taylor) .
- Compensation/Leadership Development & Compensation Committee: Member in 2023 and 2024/2025 (chair is Teresa A. Taylor in 2023, Scott M. Prochazka in 2024/2025) .
| Committee | Role | Year(s) | Meetings Held |
|---|---|---|---|
| Governance Committee | Chair | 2023 | 3 meetings (2023) |
| Governance Committee | Member | 2024–2025 | 3 meetings (2024 Governance; chair Taylor) |
| Compensation Committee | Member | 2023 | 6 meetings (2023) |
| Leadership Development & Compensation Committee | Member | 2024–2025 | 5 meetings (2024) |
- Governance practices under her oversight: Board-level ERM, sustainability oversight, cyber/physical security, human capital management, succession planning; independent Chairman structure since 2020 (Steven R. Mills) .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Cash Fees (Retainers and Chair roles) ($) | 120,000 | 120,000 |
| Equity Awards (RSUs grant-date value) ($) | 120,000 (RSUs vest following 2024 annual meeting) | 135,000 (RSUs vest following 2025 annual meeting) |
| Total Director Compensation ($) | 240,000 | 255,000 |
Director fee policy (no meeting fees). Board retainer increased from $95,000 cash/$120,000 RSUs to $135,000 cash/$135,000 RSUs effective May 1, 2024; committee chair/member retainers unchanged except Governance Chair to $12,500; Board Chair raised to $120,000 .
Performance Compensation
- As a director, compensation is time-based RSUs plus cash retainers; no director performance-based metrics are disclosed .
- As a Compensation/LDCC member, Roberts oversaw pay-for-performance design for executives, including short- and long-term incentive metrics and outcomes:
| 2024 Short-Term Incentive Metrics | Weight | Threshold | Target | Max | 2024 Result | Payout vs Target |
|---|---|---|---|---|---|---|
| EPS from ongoing ops (adjusted) | 70.00% | $3.66 | $3.94 | $4.22 | $3.91 | 94.64% |
| Timeliness of Incident Reporting | 2.50% | 90% | 92% | 94% | 91.46% | 86.50% |
| Avg Proactive Safety Activities/Employee | 2.50% | 3 | 5 | 7 | 6.03 | 151.50% |
| DART | 2.50% | 0.85 | 0.70 | 0.55 | 1.00 | 0.00% |
| Gas Distribution Damage (HPT) | 3.75% | 2.00 | 1.85 | 1.75 | 2.16 | 0.00% |
| Electric Reliability (SAIDI) | 3.75% | 72.9 | 64.2 | 49.1 | 72.3 | 53.39% |
| Customer Satisfaction | 3.75% | 4.00 | 4.25 | 4.50 | 4.51 | 200.00% |
| Customer Effort | 3.75% | 4.00 | 4.25 | 4.50 | 4.53 | 200.00% |
| Diverse Candidate Slates (≥2 underrepresented) | 7.50% | 57% | 62% | 67% | 89.33% | 200.00% |
| Total payout | — | — | — | — | — | 104.20% |
| Long-Term Incentive (PSU) Metrics | Weight (2023–2025) | Weight (2024–2026) | Design Notes |
|---|---|---|---|
| Relative TSR | 70% | 70% (reduced to 40% starting 2025–2027) | Payout 0–200%; capped at 100% if TSR negative; threshold if absolute TSR ≥35% |
| Average EPS (adjusted) | 10% | 10% | EPS-based performance |
| Average Cost to Serve | 10% | 10% (replaced by Avg Cost/Customer in 2025–2027) | O&M/utility margin |
| Emissions Reduction | 10% | 10% | Natural gas emissions reduction by 2035 |
Recent outcomes: 2021–2023 LTIP paid 16.21% of target; 2022–2024 LTIP paid 10.322% (weak TSR/EPS, partial cost-to-serve performance) .
Other Directorships & Interlocks
| Company | Industry | Committee Roles | Potential Interlocks/Notes |
|---|---|---|---|
| AbbVie, Inc. | Pharma | Not disclosed in BKH proxy | No BKH related-party transactions reported |
| MSA Safety, Inc. | Safety equipment | Chair, Compensation Committee | BKH policy reviews related parties; none reported in 2023–2024 |
| Enbridge, Inc. (prior) | Energy infrastructure | Former director | Historical role; no current interlocks |
Expertise & Qualifications
- Energy operations leadership across pipelines and power generation; strong health, safety, regulatory and operational risk perspective .
- Corporate governance experience across multiple public boards; chairs external compensation committee (MSA) .
- Board contributions align with risk oversight, ESG/sustainability oversight, cyber security oversight, human capital management oversight .
Equity Ownership
| Metric (as of Feb 24–25, 2025) | Value |
|---|---|
| Shares Beneficially Owned | 5,758 |
| Outstanding Equity Awards (stock equivalents, unvested RSUs, dividend equivalents, deferred units) | 24,755 |
| Total (Shares + Awards) | 30,513 |
| Ownership % of Shares Outstanding | <1% |
| Stock Options Outstanding | None |
| Director Stock Ownership Guideline | 5x annual cash Board retainer; all directors met except Granger and Prochazka (Roberts met) |
| Hedging/Pledging | Prohibited; no pledging allowed |
Trend reference (FY 2023 view): 8,599 shares owned; 21,267 outstanding awards; total 29,866 .
Governance Assessment
- Strengths
- Independence and long tenure with leadership roles (Governance Chair 2023; LDCC member through 2025) support robust governance and compensation oversight .
- Strong shareholder support for executive pay (Say-on-Pay: 98% in 2023; 97% in 2024), signaling confidence in compensation practices under LDCC/Comp oversight .
- No related-party transactions reported for 2023–2024; comprehensive review policy in place .
- Anti-hedging/anti-pledging policy reduces alignment risks; director ownership guideline met .
- Watch items / potential conflicts
- External board service includes chairing MSA Safety’s Compensation Committee; while no related-party transactions were reported, ongoing procurement vigilance is appropriate given BKH’s safety operations footprint .
- Mandatory retirement in 2025 creates near-term board continuity considerations; succession and committee transition appear planned (new nominees, chair transitions) .
- Committee process quality
- Use of independent compensation consultant (Meridian); independence verified; no interlocks by executives; LDCC/Comp Committees 100% independent .
Director Compensation Structure (Reference)
| Component | FY 2023 | Effective May 1, 2024 |
|---|---|---|
| Board Retainer (Cash) | $95,000 | $135,000 |
| Annual RSUs (Grant-date value) | $120,000 | $135,000 |
| Board Chairman (Cash) | $100,000 | $120,000 |
| Committee Chair Retainers (Cash) | Audit $15,000; Comp $12,500; Governance $10,000 | Audit $15,000; LDCC $12,500; Governance $12,500 |
| Committee Member Retainers (Cash) | Audit $10,000; Comp $7,500; Governance $7,500 | Audit $10,000; LDCC $7,500; Governance $7,500 |
| Meeting Fees | None | None |
Say-on-Pay & Shareholder Feedback
| Year | Approval % |
|---|---|
| 2023 vote on 2022 compensation | 98% |
| 2024 vote on 2023 compensation | 97% |
RED FLAGS
- None disclosed: no related-party transactions (2023–2024) ; anti-hedging/pledging policy in force ; directors’ attendance threshold met .
- Attention: near-term retirement and committee transitions; ensure seamless handoff of Governance and LDCC responsibilities .
Notes on Executive Compensation Oversight (context for LDCC membership)
- Short-Term plan metrics across EPS, safety, reliability, customer experience, diversity; 2024 payout at 104.20% of target .
- Long-Term PSU metrics include rTSR, EPS, cost-to-serve/emissions; recent cycles paid below target, with 2022–2024 at 10.322% .
- Governance practices include stock ownership guidelines (officers 3–6x salary), clawback (mandatory and supplemental), double-trigger CIC terms, and no employment agreements/gross-ups .
Overall implication: Roberts’ governance footprint—committee leadership, independence, robust policies, and high say-on-pay support—has been a net positive for investor confidence. The planned retirement necessitates continued vigilance on committee strength and compensation oversight continuity through 2025 board refresh .