Sarah Wiltse
BLACK HILLS CORP /SD/About Sarah Wiltse
Sarah A. Wiltse, age 46, is Senior Vice President and Chief Human Resources Officer at Black Hills Corporation, appointed October 28, 2024 . She brings HR leadership experience from ACCO Brands, Compass Minerals, and Union Pacific . Company performance context during her early tenure: EPS was $3.91 for 2024 , the 2024 short‑term incentive paid at 104.20% of target , and the 2022‑2024 long‑term incentive paid at 10.322% of target ; say‑on‑pay support was 97% in 2024 for prior year compensation .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ACCO Brands | Vice President of Human Resources | 2021–Oct 2024 | HR leadership at a publicly traded global consumer goods company |
| Compass Minerals | Director and Vice President, Human Resources | 2018–2021 | HR leadership for a listed specialty minerals producer |
| Union Pacific | Various leadership roles | 2004–2018 | Progressive HR/leadership roles at a Class I railroad |
External Roles
None disclosed in company filings .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Annual base salary (position rate) | $350,000 |
| Salary actually paid (partial year) | $53,846 |
| Target bonus % | Not eligible for 2024 (new hire) |
| Actual bonus paid | $100,000 sign‑on bonus (repayable under conditions) |
Performance Compensation
Not eligible for 2024 short‑term or 2024‑2026 long‑term incentive grants (joined Oct 28, 2024) .
Short‑term incentive framework and 2024 results (company‑level):
| Metric | Weighting | Target | Actual 2024 | Payout % of Target |
|---|---|---|---|---|
| EPS from ongoing operations, as adjusted | 70.00% | $3.94 | $3.91 | 94.64% |
| Timeliness of Incident Reporting | 2.50% | 92% | 91.46% | 86.50% |
| Avg Proactive Safety Activities/Employee | 2.50% | 5 | 6.03 | 151.50% |
| DART | 2.50% | 0.70 | 1.00 | 0.00% |
| Gas Distribution Damage (HPT) | 3.75% | 1.85 | 2.16 | 0.00% |
| Electric Reliability (SAIDI) | 3.75% | 64.2 | 72.3 | 53.39% |
| Customer Satisfaction | 3.75% | 4.25 | 4.51 | 200.00% |
| Customer Effort | 3.75% | 4.25 | 4.53 | 200.00% |
| Diverse Candidate Slates | 7.50% | 62% | 89.33% | 200.00% |
| Total plan payout | — | — | — | 104.20% |
Long‑term incentive (2022–2024 performance period – company payout context):
| Metric | Target | Actual | Goal payout % of target | Weight | Payout |
|---|---|---|---|---|---|
| Relative TSR | 50th percentile | −0.83% | 0.00% | 60% | 0.00% |
| Average EPS (as adjusted) | 4.287 | $3.938 | 0.00% | 20% | 0.00% |
| Average Cost to Serve | 4.37% | 45.7% | 51.61% | 20% | 10.322% |
| Total payout | — | — | — | 100% | 10.322% |
Forward LTIP design updates: For 2025–2027, relative TSR weight reduced to 40%, added average cost per customer metric, and increased restricted stock units weight to 40% to strengthen retention amid business uncertainty .
Equity Ownership & Alignment
Holdings and awards:
| Item | Amount / Detail |
|---|---|
| Beneficial ownership (as of Feb 24, 2025) | 5,406 shares; represents less than 1% of outstanding shares |
| Unvested restricted stock (as of Dec 31, 2024) | 3,372 shares; market value $197,329; vest on Nov 8, 2027 |
| Sign‑on equity grant | 3,372 restricted shares granted Nov 8, 2024; grant date fair value $192,329; grant price $60.78 per share |
| Options outstanding | None (no stock options outstanding for NEOs) |
Alignment policies and status:
- Stock ownership guideline: Other Senior Officers must hold stock equal to 3× base salary; retention ratio requires holding 100% of shares until guideline met . Most NEOs other than the CEO have been in role <5 years and have not yet satisfied guidelines .
- Anti‑hedging/pledging: Hedging and pledging of company stock prohibited; pre‑clearance and blackout periods apply .
- Clawbacks: Mandatory compensation recovery policy (SEC/NYSE‑aligned) and supplemental clawback for willful misconduct .
Vesting schedule and selling pressure:
- Primary unvested grant vests in full Nov 8, 2027, creating retention and limiting near‑term sellable float .
- Retention ratio plus anti‑hedging/pledging reduces insider selling pressure until ownership guidelines are satisfied .
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | October 28, 2024 |
| Role | Senior Vice President and Chief Human Resources Officer |
| Employment agreements | None (company does not use executive employment agreements) |
| Change‑in‑Control (CIC) agreement | Expires November 15, 2025; double‑trigger required for equity acceleration (termination and CIC or awards not assumed) |
| Severance multiple under CIC | 2.0× average compensation for NEOs other than CEO |
| Non‑compete / non‑solicit (CIC condition) | 1‑year non‑compete; 2‑year non‑solicit and non‑disparagement required to receive CIC payments |
| Sign‑on bonus terms | $100,000 sign‑on bonus repayable/partially repayable if departure within 2 years due to voluntary leave or termination for cause |
Potential payments upon termination (as of Dec 31, 2024):
| Scenario | Cash Severance | Incremental Retirement Benefit (PV) | Medical/Welfare Continuation (PV) | Acceleration of Equity Awards | Total Benefits |
|---|---|---|---|---|---|
| Death or disability | — | — | — | $197,329 | $197,329 |
| Involuntary or good reason termination after CIC | $700,000 | $96,098 | $40,600 | $197,329 | $1,034,027 |
Deferred compensation and pension:
- Nonqualified Deferred Compensation Plan: No contributions or balances reported for Wiltse in 2024 .
- Defined Benefit Pension Plan: Not a participant; Plan frozen and not available to recent hires .
2024 “All Other Compensation” components:
| Component | Amount |
|---|---|
| 401(k) match | $1,615 |
| Defined 401(k) contributions | $808 |
| Dividends on restricted stock | $2,192 |
| Other personal benefits (incl. relocation) | $7,500 |
| Total | $12,115 |
Compensation Structure vs Performance Metrics
- Pay mix and philosophy: Company targets total direct compensation around market median; significant variable pay via STI and LTIP with caps at 200% .
- STI metrics emphasize EPS (70%) plus safety, reliability, customer experience, and human capital goals; 2024 payout was 104.20% of target, reflecting balanced operational execution despite EPS below target .
- LTIP metrics center on relative TSR (majority weight), average EPS, cost efficiency, and emissions reduction; recent 2022–2024 payout of 10.322% underscores rigorous targets and shareholder‑aligned outcomes .
Compensation governance:
- Independent LDCC with Meridian Compensation Partners advising; peer group of 19 utilities spanning ~$0.7–$7.8B revenues; BKH revenue $2.5B in 2024 .
- Clawback and ownership policies strengthen pay‑for‑performance discipline .
Vesting Schedules and Insider Selling Pressure
- Unvested restricted stock vests Nov 8, 2027; no options outstanding; anti‑hedging/pledging and retention ratio policies further restrict disposals until ownership guidelines are met .
Equity Ownership & Pledging
- Beneficial ownership: 5,406 shares as of Feb 24, 2025; less than 1% outstanding .
- Pledging: Prohibited under Insider Trading Policy .
Employment Contracts, Severance, Change‑of‑Control Economics
- No employment contract (at‑will) .
- CIC agreement through Nov 15, 2025; 2× multiple for NEOs; double‑trigger required for equity acceleration; non‑compete (1 year) and non‑solicit (2 years) conditions to receive CIC benefits .
- Estimated CIC termination benefits total ~$1.03M as of year‑end 2024 .
Performance & Track Record
- Company‑level results around her appointment: EPS $3.91 in 2024 ; notable operational and financing accomplishments (debt offerings, ATM equity issuance, Ready Wyoming project build‑out, regulatory approvals), and 54th consecutive dividend increase . STI paid 104.20% for 2024 .
Compensation Peer Group and Say‑on‑Pay
- Peer group includes ALLETE, Alliant, Ameren, Atmos, Avista, CMS, Hawaiian Electric, IDACORP, NiSource, Northwest Natural, NorthWestern Energy Group, OGE, ONE Gas, Pinnacle West, Portland General, Spire, NJ Resources, MGE Energy, TXNM Resources (formerly PNM) .
- Target compensation positioned around median of peers .
- Say‑on‑pay support: 97% approval in 2024 .
Compensation Committee Analysis & Consultants
- LDCC fully independent; engaged Meridian Compensation Partners for market data, design, and peer benchmarking; LDCC concluded consultant independence with no conflicts .
Risk Indicators & Red Flags
- Positive: Double‑trigger equity acceleration; no excise tax gross‑ups; strong clawbacks; anti‑hedging/pledging; high say‑on‑pay support .
- Watch items: 2025 LTIP design shifts weight toward time‑based RSUs (40%), which modestly increases assured retention pay vs performance‑levered pay; rationale cites uncertainty and retention needs .
Investment Implications
- Alignment: Wiltse’s equity is primarily unvested restricted stock vesting in 2027, reinforcing retention; anti‑hedging/pledging and ownership guidelines reduce near‑term selling pressure .
- Governance strength: Double‑trigger CIC, rigorous STI/LTIP metrics with historically variable payouts (10.322% LTIP for 2022–2024), and high say‑on‑pay support signal disciplined pay‑for‑performance .
- Retention and continuity: Sign‑on bonus with repayment conditions and long‑dated vest supports management stability amid ongoing strategic/regulatory execution .
- Pay mix evolution: 2025 LTIP tilts toward RSUs and reduces TSR weight, improving line‑of‑sight and retention but slightly lowers performance leverage; monitor future payouts and TSR linkage .