Tony Jensen
BLACK HILLS CORP /SD/About Tony A. Jensen
Independent director of Black Hills Corporation (BKH) since 2019; age 62; Class III director with term expiring in 2027. Former President and CEO of Royal Gold, Inc., with 35+ years of experience in international mining and mining finance. Designated by the Board as an “audit committee financial expert” based on relevant education and/or experience. Currently serves on the boards of Antofagasta Minerals SA and Antofagasta plc, chairing Antofagasta plc’s Audit and Risk Committee and serving on its Projects and Governance/Nominations Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Gold, Inc. | President & CEO; Director | 2006–2019 (CEO); 2019 retirement | Led strategy, capital deployment, governance, and financial oversight for a public precious metals streaming/royalty company . |
| Royal Gold, Inc. | Chief Operating Officer | 2003–2006 | Oversight of operations; earlier roles in engineering, finance, strategic growth, safety, environmental excellence, and operational efficiency . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Antofagasta plc | Non-Executive Director | Not disclosed | Chair, Audit & Risk; Member, Projects; Member, Governance & Nominations . |
| Antofagasta Minerals SA | Board Member | Not disclosed | Governance involvement supporting audit/risk oversight . |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 9 times in 2024; all members independent and financially literate; Board determined Jensen and others meet SEC “audit committee financial expert” attributes .
- Independence: Governance Committee affirmatively determined Jensen is independent under NYSE standards and company policy .
- Attendance: Board held six meetings in 2024; each director attended at least 75% of the combined Board and committee meetings; all directors attended the 2024 annual meeting; executive sessions of independent directors occurred at each regular Board meeting .
- Board leadership: Independent Chairman (Steven R. Mills); Board leadership structure reviewed annually by Governance Committee .
- Director class/tenure: Director since 2019; Class III; term expiring in 2027 .
Fixed Compensation
| Component | 2024 Structure | Jensen 2024 Realized ($) | Notes |
|---|---|---|---|
| Board retainer (cash) | $95,000 (Jan–Apr 2024); $120,000 (effective May 1, 2024) | $111,667 | Company does not pay meeting fees . |
| Committee member retainer (Audit) | $10,000 | Included in cash total | Audit Committee chair retainer $15,000 (not applicable to Jensen) . |
| Equity (annual RSU grant) | $105,000 (Jan–Apr 2024); $135,000 (granted May 1, 2024) | $135,000 grant-date fair value | RSUs vest following the 2025 annual meeting; grant valued at closing price on grant date . |
| Total director compensation | — | $246,667 | Sum of cash and stock awards . |
| Outstanding Equity Awards at 12/31/2024 (director table definition) | Includes common stock equivalents, unvested RSUs, dividend equivalents | 17,500 units | Includes 2,508 RSUs per director scheduled to vest at 2025 annual meeting (if not deferred) . |
Performance Compensation
- Structure: Non-employee director compensation does not include performance-based equity or cash incentives; no stock options, non-equity incentive plan comp, pensions, or perquisites for directors in 2024 .
- RSU vesting: Annual RSUs granted May 1, 2024 vest following the 2025 annual meeting; dividend equivalents accrue on RSUs and common stock equivalents .
| Metric | Plan Feature | Applies to Directors? | Source |
|---|---|---|---|
| Performance share units (PSUs) | Long-term incentives tied to multi-year goals (executive program) | No (directors receive time-based RSUs) | (executive context), (director RSUs). |
| Options | Stock options, strike, expiration | No options outstanding for directors | . |
| Meeting fees | Per-meeting compensation | No (no meeting fees) | . |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Antofagasta plc | U.K.-listed public company | Non-Executive Director; Chair Audit & Risk; Projects; Governance/Nominations | No compensation committee interlocks reported at BKH; none of BKH executive officers serve on boards/compensation committees of entities with executives on BKH’s Board . |
| Antofagasta Minerals SA | Private subsidiary | Board Member | No BKH-related party transactions reported for 2024 . |
| U.S. public company boards | — | None | Proxy shows “Other U.S. Public Company Directorships: None” for Jensen . |
Expertise & Qualifications
- Financial acumen, governance/compliance, risk management, strategic planning; utility industry exposure via BKH Board .
- Audit committee financial expert designation; supports oversight of financial reporting, internal controls, and audit firm independence .
Equity Ownership
| Category | Amount | Definition/Notes |
|---|---|---|
| Beneficially owned common shares (as of 2/24/2025) | 10,958 | Sole voting/investment power unless noted . |
| Outstanding equity awards (security ownership table definition) | 6,543 | Common stock equivalents allocated before 1/1/2022 and deferred RSUs; no voting rights for CSEs . |
| Total (shares + outstanding equity awards) | 17,501; <1% of shares outstanding | Less than one percent of common stock . |
| Unvested RSUs scheduled to vest at 2025 annual meeting | 2,508 per director | Included in director table’s outstanding awards . |
| Options outstanding | 0 | No stock options outstanding for directors/executives at 12/31/2024 . |
| Stock ownership guideline | 5× annual cash Board retainer | Jensen meets guideline (shortfalls noted only for Granger and Prochazka) . |
| Hedging/pledging | Prohibited for employees, officers, directors | No pledging of company securities; anti-hedging policy . |
Insider Trades and Awards (recent)
| Date | Type | Shares/Units | Price | Notes |
|---|---|---|---|---|
| May 1, 2025 | Stock Award (Grant) – RSUs | 15,688 | — | Non-employee director RSU grant; conversion ratio 1:1; exercisable upon retirement under plan provisions . |
| May 2, 2025 (filed) | SEC Form 4 | — | — | Filing confirms RSU grant and terms; issuer BKH; relationship: Director . |
| Apr 30, 2025 | Buy (open market/acquisition) | 2,222 | n/a | Aggregated insider activity data . |
Related Party Transactions and Conflicts
- Related party transactions: None reportable for 2024 under the company’s review policy; Governance Committee reviews and approves/disapproves proposed related party transactions; no reportable items disclosed .
- Hedging/pledging: Prohibited for directors; mitigates alignment risk; also reflected in compensation governance “best practices” .
- Compensation committee interlocks: None involving BKH executive officers and other entities’ boards/compensation committees .
Governance Assessment
- Strengths: Independent director with deep financial and governance expertise; Audit Committee membership and “financial expert” designation support robust oversight of financial reporting and controls . High attendance (≥75%) and participation in executive sessions; independent Chairman supports board effectiveness . Director compensation aligned with market median; no meeting fees or options; time-based RSUs with vesting after annual meeting; rigorous stock ownership guidelines met; anti-hedging/pledging policy reduces alignment risks .
- Potential watch items: External board leadership in mining (Antofagasta plc) is unrelated to BKH’s utility operations; no interlocks or related party transactions disclosed, but investors may monitor bandwidth and potential cross-industry time commitments; no specific red flags identified in proxy .
- Shareholder sentiment: Prior say-on-pay approval at 97% (executive program), indicating broad support for compensation governance practices; reflects overall governance quality context .