Scott Prochazka
BLACK HILLS CORP /SD/About Scott M. Prochazka
Independent director of Black Hills Corporation (BKH), age 59, serving since 2020; currently a Class II director with term expiring at the 2026 annual meeting. Former President & CEO of CenterPoint Energy (2014–2020) with prior COO and utility leadership roles; brings deep utility operations, regulatory, safety, capital deployment, and risk management expertise. He is Chair of the Leadership Development & Compensation Committee and a member of the Governance Committee; the Board has affirmatively determined his independence under NYSE standards. In 2024, the Board met six times; each director attended at least 75% of Board and relevant committee meetings, and all directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CenterPoint Energy | President & CEO; Board Member | 2014–2020 | Led electric T&D, generation, and natural gas operations; oversight of regulatory/governmental affairs, safety, capital deployment, and risk management. |
| CenterPoint Energy | COO | 2012–2013 | Enterprise operations leadership across gas and electric divisions. |
| CenterPoint Energy | SVP, Electric Business | 2011–2012 | Led electric business unit strategy and operations. |
| CenterPoint Energy | VP, Gas Business Unit | 2009–2011 | Led gas utility operations and performance. |
| Enable Midstream Partners, LP | Board Member; Chairman | Director 2014–2020; Chair 2015–2017 | Governance and strategy oversight; midstream expertise. |
| Dow Chemical | Various management roles | Not disclosed | Operations and leadership experience prior to utility sector. |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Li-Cycle Holdings Corp. | Director | Since 2021 | Audit Committee Chair; Nominating/Governance Committee; Compensation Committee. |
| Peridot Acquisition Corporation | Director | 2020–2021 | Audit and Compensation Committees. |
| Peridot Acquisition Corp. II | Director | 2021–2023 | Audit and Compensation Committees. |
| Saudi Electric Co. | Director | Not disclosed | Board member. |
Board Governance
- Committee assignments: Chair, Leadership Development & Compensation Committee (LDCC); Member, Governance Committee.
- Independence: Board determined Mr. Prochazka and all non-employee directors (except the CEO) are independent per NYSE standards and Company policy.
- Attendance and engagement: Board held six meetings in 2024; each director attended ≥75% of applicable meetings; all directors attended 2024 annual meeting.
- Board leadership: Independent Chairman (Steven R. Mills) separates governance from CEO role; regular executive sessions of independent directors at each scheduled meeting.
- Risk/ESG oversight: Board oversees ERM, cybersecurity, sustainability (quarterly updates), and human capital; LDCC oversees culture, inclusion, pay equity, engagement, and leadership development.
- Compensation consultant: LDCC engaged Meridian Compensation Partners; Committee concluded independence and no conflicts.
- Interlocks: No LDCC interlocks.
- Related-party/hedging: No reportable related-party transactions in 2024; directors/officers prohibited from hedging or pledging Company stock.
Fixed Compensation
| Component | Jan–Apr 2024 | Effective May 1, 2024 |
|---|---|---|
| Annual Board Cash Retainer ($) | 95,000 | 120,000 |
| Annual Equity (RSUs) ($) | 105,000 | 135,000 |
| Board Chair Cash Retainer ($) | 100,000 | 120,000 |
| Committee Chair Retainer – Audit ($) | 15,000 | 15,000 |
| Committee Chair Retainer – LDCC ($) | 12,500 | 12,500 |
| Committee Chair Retainer – Governance ($) | 10,000 | 12,500 |
| Committee Member Retainer – Audit ($) | 10,000 | 10,000 |
| Committee Member Retainer – LDCC ($) | 7,500 | 7,500 |
| Committee Member Retainer – Governance ($) | 7,500 | 7,500 |
| Meeting Fees | None | None |
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) | Outstanding Equity Awards at 12/31/2024 (#) |
|---|---|---|---|---|
| Scott M. Prochazka | 122,500 | 135,000 | 257,500 | 9,313 |
- 2024 director equity grant mechanics: On May 1, 2024, each non-employee director received RSUs valued at $135,000, vesting following the 2025 annual meeting; grant-date fair value is closing price on the grant date.
Performance Compensation
| Item | Detail |
|---|---|
| Options | None granted to directors in 2024; no options outstanding at 12/31/2024. |
| RSU Grant | Annual RSUs for directors: $135,000 granted May 1, 2024, vesting after 2025 annual meeting; time-based vesting (no performance condition). |
| Performance Metrics | Not applicable to director compensation; directors receive cash retainers and time-based RSUs (no EPS/TSR performance conditions). |
Other Directorships & Interlocks
| Company | Relationship to BKH | Potential Conflict Notes |
|---|---|---|
| Li-Cycle Holdings Corp. | No disclosed transactions with BKH | Multiple committee roles; no related-party transactions reported at BKH in 2024. |
| Enable Midstream Partners, LP (prior) | No disclosed transactions with BKH | Historical midstream leadership; no reportable BKH related-party transactions in 2024. |
| Peridot Acquisition Corp / II (prior) | No disclosed transactions with BKH | SPAC board service; no interlocks reported. |
| Saudi Electric Co. | No disclosed transactions with BKH | International board service; no reportable BKH related-party transactions in 2024. |
Expertise & Qualifications
- Former CEO of a publicly traded utility with market cap >4× BKH, providing perspective on utility operations, regulatory affairs, safety, capital deployment, and risk management.
- Skills matrix indicates strengths in financial acumen, government/regulatory, human capital/compensation, risk management, and strategic planning.
- Committee leadership experience (Audit Chair externally; LDCC Chair at BKH) enhances pay governance and oversight quality.
Equity Ownership
| Holder | Shares Beneficially Owned | Outstanding Equity Awards | Total | % of Shares Outstanding |
|---|---|---|---|---|
| Scott M. Prochazka | 4,589 | 4,724 | 9,313 | <1% (company-wide table designation) |
| Shares Outstanding (Record Date) | 72,086,473 | — | — | — |
| Director Ownership Guideline | 5× annual cash Board retainer; Prochazka and Granger not yet at guideline due to <5 years on Board. | |||
| Hedging/Pledging | Prohibited for directors and employees (anti-hedging/anti-pledging policy). |
Insider Trades
| Item | Detail |
|---|---|
| Form 4 Transactions | Not disclosed in the proxy statement; no additional insider trade data provided in this filing. |
| Ownership Alignment Policies | Mandatory stock ownership guidelines and prohibition of hedging/pledging support alignment. |
Governance Assessment
- Strengths: Independent LDCC Chair with extensive utility CEO background; robust committee charters; independent compensation consultant (Meridian) with no conflicts; independent Chairman; regular executive sessions; strong ERM, ESG, cyber, and human capital oversight; 97% say-on-pay support in 2024 indicates investor confidence in compensation governance.
- Alignment: Director pay is balanced between cash and equity; time-based RSUs vest post-annual meeting; stringent anti-hedging/pledging; stock ownership guideline at 5× cash retainer.
- Attendance/Engagement: ≥75% attendance threshold met by all directors, with full annual meeting participation.
- Interlocks/Conflicts: No LDCC interlocks and no related-party transactions reported for 2024; Governance Committee administers independence and related-party review.
- Watch items / RED FLAGS:
- Ownership guideline shortfall (time-based): Prochazka has not yet met the 5× retainer guideline, permitted due to <5 years tenure; continue to monitor progression to guideline.
- Multi-board commitments: Significant external board roles (including Li-Cycle audit chair and Saudi Electric board) could create time constraints; no 2024 attendance concerns disclosed, but monitor ongoing engagement levels.
Overall signal: Governance structure and independent leadership are solid; compensation oversight under an experienced LDCC Chair, strong policies (clawbacks, anti-hedging/pledging), and high say-on-pay support bolster investor confidence. Continued monitoring of ownership guideline attainment and external time commitments recommended.