Charles R. Patton
About Charles R. Patton
Charles R. Patton is an independent director of Centuri Holdings (CTRI), serving since 2024 and a prior member of the Centuri Advisory Board since September 2018. He is a retired utility executive with more than 39 years of infrastructure experience, including Executive Vice President–External Affairs at American Electric Power (AEP) from 2017 to July 2022, and prior executive roles (EVP AEP West Utilities, Chief Human Resource Officer, SVP Regulatory Policy, and president/COO of Appalachian Power and AEP Texas). He holds a BA from Bowdoin College and a master’s from the LBJ School of Public Policy at UT Austin; he is age 65 per the Board matrix . The Board determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Electric Power (AEP) | EVP – External Affairs | 2017–July 2022 | Led customer services, communications, regulatory, NERC compliance, public policy, sustainability |
| AEP (subsidiaries: Appalachian Power, AEP Texas) | President & COO | Not specified | Led utilities serving >1M customers each |
| AEP | EVP – AEP West Utilities; CHRO; SVP Regulatory Policy | Not specified | Executive sponsor of Black Employee and Pride Resource Groups |
| Houston Lighting & Power | Various roles (energy/telecom) | ~11 years | Appointed to Texas energy councils by Governors Bush and Perry |
External Roles
| Organization | Role | Status |
|---|---|---|
| Ameresco, Inc. | Director | Current |
| California Water Service Group | Director | Current |
| Messer, Inc. | Director | Current |
| Messer Construction Company | Director | Current |
| Richmond Federal Reserve Bank | Director | Prior |
| National Association of Manufacturers | Director | Prior |
| U.S. Energy Association | Director | Prior |
| Sterling Infrastructure, Inc. | Director | Prior |
| Center for Workforce Development | Director | Prior |
Board Governance
| Governance Item | Detail |
|---|---|
| Committee memberships | Audit; Compensation |
| Committee chair roles | None; Audit chaired by Julie A. Dill; Compensation chaired by Andrew W. Evans |
| Audit Committee roster | Julie A. Dill (Chair); Charles R. Patton; Christopher A. Krummel; Andrew W. Evans |
| Compensation Committee roster | Andrew W. Evans (Chair); Karen S. Haller; Anne L. Mariucci; Charles R. Patton |
| Independence | Board determined Patton is independent under NYSE rules |
| Board/committee meetings (2024) | Board held 3 regular + 3 special meetings; each director attended ≥75% of Board and applicable committee meetings |
| Executive sessions | Non‑management directors expected to meet in executive session ≥4 times/year; independent directors meet separately at least annually |
| Controlled company | CTRI is a controlled company; SWX holds nomination rights and designates directors/committee composition proportional to control; Patton is a Southwest Gas designee |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $95,000 | Paid quarterly |
| Chair retainers | Audit Chair: $20,000; Compensation Chair: $15,000; Nominating/Governance Chair: $15,000 | Additional to base retainer |
| Board Chair additional retainer | $100,000 | Applies to Board Chair (not Patton) |
| Patton – 2024 Fees Earned/Paid in Cash | $71,250 | From 2024 Director Compensation table |
| Meeting fees | Only payable if meetings exceed scheduled by ≥3; did not occur in 2024 |
Performance Compensation
| Grant | Grant Date | Units/Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| 2024 RSU award | Apr 30, 2024 | 6,904 RSUs | $170,874 (6,904 × $24.75) | Vests Apr 30, 2025 |
| 2025 annual equity | Apr 16, 2025 | 7,338 shares equivalent | $145,000 fixed-dollar value | Standard director equity cycle; post‑2025 awards vest pre‑next annual meeting; deferral option available |
Director equity is time-based; no performance metrics apply to director grants. RSU deferrals accrue notional dividends and convert to shares upon board departure .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | Ameresco, Inc.; California Water Service Group |
| Controlled-company interlock | Southwest Gas (81% owner as of 2/24/25) designates directors/committee composition; Patton is one such designee |
| Customer relationships | AEP revenue $143.7M in 2024; CTRI AR $26.5M (9%) and contract assets $26.0M (11%) tied to AEP at 12/29/24; former CTRI CEO Fehrman became AEP CEO in Aug 2024 |
Expertise & Qualifications
- Utilities and energy operations, regulatory policy, and external affairs leadership (AEP executive roles) .
- Board skills matrix shows energy utility expertise; operations responsibility; public company board experience; age 65; African American male .
- Education: BA Bowdoin; Master’s from LBJ School, University of Texas at Austin .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (2/24/2025) | 11,000 (less than 1%) |
| Shares outstanding (2/24/2025) | 88,517,521 |
| Unvested director RSUs | 6,904 RSUs (vest Apr 30, 2025) |
| Ownership guideline | ≥5× annual cash retainer in common stock within 5 years of election |
| Compliance status | All non‑employee directors currently in compliance |
| Pledging/hedging | Not disclosed in proxy (no pledging noted) |
Shareholder Voting Signal (2025 Annual Meeting)
| Director Nominee | For | Withheld | Broker Non‑Votes |
|---|---|---|---|
| Charles R. Patton | 80,150,514 | 5,759,397 | 1,531,334 |
| Say‑on‑Pay | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2025 Advisory Vote | 85,771,532 | 136,227 | 2,152 | 1,531,334 |
| Say‑on‑Frequency | 1 Year | 2 Years | 3 Years | Abstain | Broker Non‑Votes |
|---|---|---|---|---|---|
| 2025 Advisory Vote | 85,905,194 | 1,754 | 2,462 | 501 | 1,531,334 |
Governance Assessment
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Strengths
- Independent director with deep utility/regulatory expertise; sits on Audit and Compensation Committees, enhancing financial oversight and pay governance .
- Solid investor support at the 2025 annual meeting (80.2M “For” votes); say‑on‑pay support overwhelmingly favorable, indicating broader governance acceptance .
- Director pay structure mixes cash retainer ($95k) with modest time‑based RSUs; stock ownership guidelines at 5× retainer with stated compliance, supporting alignment .
- Compensation Committee uses independent consultant (Meridian) and discloses conflict‑free assessment, supporting process integrity .
-
Watch items / potential conflicts
- Controlled company status: Southwest Gas holds ~81% and designates directors and committee composition; Patton is a SWX designee—monitor board independence dynamics as ownership changes .
- Significant customer concentration with AEP ($143.7M revenue in 2024); while Patton is a former AEP executive (retired 2022) and the Board affirmed his independence, perceived links merit continued oversight (especially given former CTRI CEO now AEP CEO) .
- Reserved share program purchases >$120,000 by Patton at IPO pricing ($21) improve alignment, but any future hedging/pledging would be a red flag; none disclosed .
-
Attendance and engagement
- Board held 6 meetings in 2024; all directors met at least the 75% attendance threshold; executive sessions expected at least four times per year, plus separate independent sessions annually—supports active oversight .
-
Committee effectiveness and policy signals
- Audit Committee composition includes multiple “financial experts”; Compensation Committee oversees clawback policy adopted March 21, 2024—positive governance signals .
Overall, Patton brings relevant utility/regulatory expertise and appears engaged and aligned via equity holdings and guidelines. The controlled‑company structure and AEP commercial ties are the key governance watch areas—no direct related‑party conflict for Patton is disclosed, and independence was affirmed by the Board .