Robert Otto
BLACK HILLS CORP /SD/About Robert P. Otto
Robert P. Otto, age 65, is an independent director of Black Hills Corporation (BKH) and has served on the Board since 2017. He is the owner of Bob Otto Consulting LLC (since 2017) and previously served 34 years in the U.S. Air Force, culminating as a lieutenant general and Deputy Chief of Staff for Intelligence, Surveillance and Reconnaissance overseeing a 27,000-person workforce. He is a Class I nominee with a term expiring in 2028 and currently serves on the Audit Committee; the Governance Committee has affirmatively determined his independence under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force | Deputy Chief of Staff for Intelligence, Surveillance and Reconnaissance; Lieutenant General | 2008–2016 (34 years USAF career) | Led intelligence policy, planning, oversight; leadership of a 27,000-person workforce; cybersecurity and intelligence expertise brought to BKH Board |
External Roles
| Organization | Role | Tenure | Public Company Boards |
|---|---|---|---|
| Bob Otto Consulting LLC | Owner | Since 2017 | None disclosed |
| — | — | — | Other U.S. public company directorships: None |
Board Governance
- Committee membership: Audit Committee member (not Chair). Audit Committee met 9 times in 2024; committee independence 100%; board-determined audit committee financial experts include McAllister, Jensen, and Schober.
- Board meeting cadence and executive sessions: The Board held six meetings in 2024; each regularly scheduled meeting includes an executive session of only independent directors; all current directors attended at least 75% of combined Board and committee meetings.
- Board leadership: Independent Chairman of the Board (Steven R. Mills). Governance Committee may recommend a Chairman or a Lead Director; current disclosure emphasizes the independent Chairman structure.
- Independence status: Governance Committee determined Otto is independent under NYSE standards.
- Director resignation governance: plurality-plus resignation policy; mandatory resignation at the next annual meeting after age 72; change-in-occupation review process.
Fixed Compensation
| Component | 2024 Amount/Structure | Notes |
|---|---|---|
| Board Cash Retainer | $95,000 (Jan–Apr 2024); $120,000 effective May 1, 2024 | Increased to align with peer median; no changes recommended for 2025 |
| Committee Member Cash Retainer (Audit) | $10,000 | Applies to Audit Committee members |
| Committee Chair Retainers | Audit: $15,000; LD&C: $12,500; Governance: $12,500 | Otto is not a committee chair |
| Board Chairman Retainer | $120,000 cash effective May 1, 2024 | For Chairman (Mills), not applicable to Otto |
| Meeting Fees | None (company does not pay meeting fees) | — |
| Otto’s 2024 Cash Paid | $111,667 | Reflects retainer/proration and committee membership |
| Director Equity Grant | Grant Date | Type | Value | Vesting | Share/Unit Details |
|---|---|---|---|---|---|
| Annual RSU Award (All non-employee directors) | May 1, 2024 | RSUs | $135,000 | Vests following 2025 annual meeting | Footnote indicates 2,508 RSUs per director scheduled to vest at 2025 annual meeting if not deferred |
| Otto’s 2024 Equity Value | — | RSUs | $135,000 | As above | Included in outstanding equity awards count |
Performance Compensation
| Metric | Weighting | Definition | Applicability to Director Pay |
|---|---|---|---|
| None disclosed for directors | — | BKH’s non-employee director equity is time-based RSUs; no performance metrics tied to director compensation were disclosed | Director equity awards vest based on time (post-annual meeting), not performance |
Other Directorships & Interlocks
| Organization | Role | Tenure | Committee Positions | Interlocks/Conflicts |
|---|---|---|---|---|
| Other U.S. public company boards | None | — | — | None disclosed |
Expertise & Qualifications
- Cybersecurity/Technology expertise (Board skills matrix flags Otto), risk management, and strategic planning; brings information technology and cybersecurity oversight and large-scale human capital leadership insights from USAF tenure.
Equity Ownership
| Holder | Shares Beneficially Owned | Outstanding Equity Awards | Total | Ownership % of Outstanding |
|---|---|---|---|---|
| Robert P. Otto | 7,701 | 11,775 | 19,476 | <1% |
- Ownership guidelines: Directors must hold 5× the annual cash Board retainer; all directors met the guideline except Granger and Prochazka (Otto meets guideline).
- Pledging/hedging: Prohibited for directors under Insider Trading Policy; company prohibits pledging, margin accounts, and hedging transactions.
- Vested vs. unvested detail: Outstanding equity awards include common stock equivalents and unvested RSUs; 2,508 RSUs per director scheduled to vest at the 2025 annual meeting (unless deferred).
Governance Assessment
- Board effectiveness: Otto’s cybersecurity and intelligence background strengthens Board oversight of cyber/physical security and human capital; Audit Committee membership supports financial reporting and controls oversight.
- Independence and engagement: Independent director with Audit Committee service; Board held six meetings with independent executive sessions each time; all directors met at least 75% attendance threshold.
- Alignment and incentives: Director pay mix combines fixed cash and time-based RSUs (Otto: $111,667 cash; $135,000 equity; total $246,667), with ownership guidelines met and anti-hedging/pledging policy enhancing alignment.
- Potential conflicts/related-party exposure: No reportable related-party transactions in 2024; Insider Trading Policy prohibits pledging/hedging. Otto reports no other public company boards, lowering interlock risk.
- Compensation structure signals: 2024 increases to cash retainer and RSU value (effective May 1) keep director compensation near peer median; 2025 fees unchanged, suggesting stability. No meeting fees or options; RSUs vest post-annual meeting, promoting retention without performance metric complexity.
- Investor confidence: Say-on-pay approval at 97% in 2024 on 2023 executive compensation indicates supportive shareholder sentiment toward BKH’s compensation governance framework.
RED FLAGS: None disclosed specific to Otto. No related party transactions; compliance with ownership guidelines; prohibitions on hedging/pledging; attendance threshold met. Monitor for evolving committee assignments and any consulting relationships that could become related-party transactions under BKH policy.