Teresa Taylor
BLACK HILLS CORP /SD/About Teresa A. Taylor
Teresa A. Taylor (age 61) is an independent Class II director of Black Hills Corporation, serving since 2016; her current term expires at the 2026 annual meeting . She is Chief Executive Officer of Blue Valley Advisors, LLC (founded 2011) and previously served as Chief Operating Officer of Qwest Communications, Inc. from 2009 to 2011, leading operations and a 30,000-employee organization . At BKH, Taylor chairs the Governance Committee and serves on the Leadership Development & Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qwest Communications, Inc. | Chief Operating Officer | 2009–2011 | Led daily operations and senior management team responsible for 30,000 employees across field support, technical development, sales, marketing, customer support, and IT systems |
| Blue Valley Advisors, LLC | Chief Executive Officer, Founder | 2011–Present | Founded and leads consulting firm; over 30 years’ experience in technology, media, and telecom sectors |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| T-Mobile USA, Inc. | Director | 2013–Present | Board member; prior experience as lead independent director at a publicly traded company noted in biography |
| First Interstate BancSystem, Inc. | Director (Prior) | 2012–2020 | Prior public company board service |
| Columbia Pipeline Group Inc. | Director (Prior) | 2015–2016 | Prior public company board service |
| NiSource | Director (Prior) | 2012–2015 | Prior public company board service |
Board Governance
| Topic | Detail |
|---|---|
| Independence | Determined independent per NYSE standards; listed among independent directors |
| Committees | Governance Committee (Chair); Leadership Development & Compensation Committee (member) |
| Committee activity (2024) | Governance Committee: 3 meetings; LD&C Committee: 5 meetings; Audit Committee (for context): 9 meetings |
| Board meetings (2024) | Board held 6 meetings; each regular meeting included an independent-director executive session |
| Attendance | Each current director attended at least 75% of combined Board/Committee meetings in 2024 |
| Tenure at BKH | Director since 2016; Class II term expires in 2026 |
| Board leadership | Independent Chairman of the Board: Steven R. Mills |
| Compensation committee interlocks | None reported |
| Governance process | Governance Committee oversees director nominations, independence reviews, committee chair/membership recommendations, Board/committee evaluations, ESG reporting framework, and political engagement oversight |
Fixed Compensation
| Element | 2024 Director Fee Structure | Effective Date | Notes |
|---|---|---|---|
| Board Retainer (Cash) | $95,000 | Jan–Apr 2024 | Increased to maintain market median |
| Board Retainer (Cash) | $120,000 | Effective May 1, 2024 | — |
| Equity (RSUs, annual) | $105,000 | Jan–Apr 2024 | — |
| Equity (RSUs, annual) | $135,000 | Effective May 1, 2024 | Annual RSU grant; vests following 2025 annual meeting |
| Board Chairman Retainer (Cash) | $100,000 → $120,000 | Jan–Apr 2024 → May 1, 2024 | — |
| Committee Chair Retainers (Cash) | Audit: $15,000; LD&C: $12,500; Governance: $10,000 → $12,500 (from May 1) | 2024 (with Governance Chair increase May 1) | — |
| Committee Member Retainers (Cash) | Audit: $10,000; LD&C: $7,500; Governance: $7,500 | 2024 | No meeting fees are paid |
| Teresa A. Taylor – 2024 Director Compensation | Amount |
|---|---|
| Fees Earned or Paid in Cash | $129,167 |
| Stock Awards (Grant-Date Fair Value) | $135,000 |
| Total | $264,167 |
| Outstanding Equity Awards at 12/31/2024 (units) | 19,082 |
| 2024 RSU Grant (all non-employee directors) | $135,000 grant on May 1, 2024; vests following 2025 annual meeting |
Performance Compensation
| Feature | Detail |
|---|---|
| Options | None; directors did not receive any stock options and had none outstanding at 12/31/2024 |
| Performance-based pay | Not applicable for directors; non-employee director equity consists of time-based RSUs that vest at the following year’s annual meeting; dividend equivalents accrue |
Other Directorships & Interlocks
- Current public board: T-Mobile USA, Inc. (since 2013) .
- Prior public boards: First Interstate BancSystem, Inc. (2012–2020); Columbia Pipeline Group Inc. (2015–2016); NiSource (2012–2015) .
- Related-party/Interlocks at BKH: No compensation committee interlocks; no reportable related party transactions in 2024 .
Expertise & Qualifications
- Human capital management and compensation; leadership of large, complex operations; IT systems; customer support; broad business operations background .
- Governance experience, including prior service as lead independent director at a publicly traded company, enhancing board oversight perspective .
Equity Ownership
| Item | Value |
|---|---|
| Shares of Common Stock Beneficially Owned (as of Feb 24, 2025) | 6,718 |
| Outstanding Equity Awards (DSUs/RSUs equivalents, etc.) | 12,364 |
| Total (Beneficial + Outstanding Equity Awards) | 19,082 |
| Ownership as % of shares outstanding | <1% |
| Ownership Guidelines | Directors must hold 5x annual cash board retainer; all directors met guideline except Messrs. Granger and Prochazka (on board <5 years) |
| Hedging/Pledging | Prohibited by policy; employees and directors may not hedge or pledge BKH securities or hold in margin accounts |
Governance Assessment
- Strengths: Independent director with deep operating and HCM experience; Governance Committee Chair and LD&C member; independent Chairman structure; regular executive sessions; no interlocks; independent comp consultant; strong say-on-pay support (97% approval at 2024 annual meeting) .
- Alignment: Meaningful equity exposure via RSUs and director ownership guidelines; Taylor appears compliant given only two newer directors have not yet met guidelines; hedging/pledging prohibited .
- Attendance/Engagement: Board held 6 meetings; all current directors met ≥75% attendance; Governance Committee (3 meetings) and LD&C (5 meetings) activity indicates ongoing committee engagement .
- Conflicts/Red Flags: No reportable related party transactions in 2024; no option repricings; no tax gross-ups disclosed for directors; anti-hedging/anti-pledging policy in place .
- Watch items: Multiple external board service (e.g., T-Mobile USA) warrants routine monitoring for time commitments and potential information flow concerns; however, no related party transactions reported .