Joseph M. Rigby
Director at D
Board
About Joseph M. Rigby
Independent director since 2017; age 68 as of March 1, 2025. Former Chairman, President and CEO of Pepco Holdings, Inc. (PHI), with prior roles including CFO and COO; non‑executive Chairman of South Jersey Industries, Inc. (2020–February 2025, including its 2023 take-private). B.S. in Accounting from Rutgers University; MBA from Monmouth University; former CPA; 2024 Lifetime Achievement in Governance award from NACD NJ .
Past Roles
| Organization | Role | Tenure | Impact/Notes |
|---|---|---|---|
| Pepco Holdings, Inc. | Chairman, President & CEO | May 2009 – March 2016 | Led PHI; M&A leadership including PHI’s merger with Exelon; rate case and public policy experience; deep T&D operations oversight . |
| Pepco Holdings, Inc. | CFO; COO (prior roles) | Not specified | Financial/accounting expertise; operational leadership prior to CEO role . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| South Jersey Industries, Inc. | Non‑Executive Chairman | 2020 – Feb 2025 | Board leadership through 2023 take‑private; public company board experience in past five years (2016–2023) . |
| Edison Electric Institute | Director | Not specified | Industry governance and policy exposure . |
| U.S. Chamber of Commerce | Director | Not specified | Business policy engagement . |
| Rutgers University | Advisory Board member | Not specified | University advisory governance . |
Board Governance
| Committee | Role | Meetings in 2024 | Key Responsibilities |
|---|---|---|---|
| Audit | Chair; Member | 9 | Financial reporting integrity; compliance; internal controls; internal audit; independent auditor; enterprise risk policies; Ethics & Compliance. Determined “audit committee financial expert” (with Dr. Royal and Ms. Sutherland) . |
| Compensation & Talent Development (CTD) | Member | 5 | Executive compensation oversight; CEO performance and pay; succession; human capital; director pay review and recommendation . |
| Safety, Technology, Nuclear & Operations | Member | 2 | Safety; operational KPIs; generation/T&D strategy; nuclear oversight; cybersecurity; environmental performance . |
- Independence: Board affirmatively determined Rigby is independent under NYSE and company standards .
- Attendance: Board met nine times in 2024; each director attended at least 75% of Board and committee meetings; independent directors meet in executive session at each regularly scheduled Board meeting .
- Board structure: Combined Chair/CEO with a robust independent Lead Director role; 100% independent committees .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $142,500 | Includes annual cash retainer plus committee chair/member fees; Rigby deferred 20% of his annual cash retainer into stock units . |
| Stock Awards | $167,494 | Annual stock retainer equal to 3,258 shares at $51.41 per share (May 6, 2024 close) . |
| All Other Compensation | — | No other amounts; no tax gross‑ups for directors . |
| Total | $309,994 | Sum of above . |
Director Program Parameters (2024):
- Annual cash retainer: $50,000; Lead Director $50,000; Committee chair retainers: Audit/CTD/Operations $25,000; Finance/NGS $20,000; $2,000 excess meeting fee if >25 meetings .
- No stock options granted to directors since 2001 .
- Matching Gifts: up to $5,000/year via company foundation .
Performance Compensation
| Element | Performance Linkage | Notes |
|---|---|---|
| Annual cash retainer | None | Fixed cash for service; no performance metrics . |
| Annual stock retainer | None | Fixed share‑based retainer; directors may defer to stock unit accounts with dividend equivalents; voting rights via trust . |
| Stock options | Not used | No options granted to directors since 2001 . |
Other Directorships & Interlocks
| Company | Role | Status | Interlocks/Notes |
|---|---|---|---|
| South Jersey Industries, Inc. | Non‑Executive Chairman | Private as of 2023 | Public company board experience within past five years (2016–2023) . |
| Compensation Committee Interlocks | — | — | None: no D executive officer serves on another company’s compensation committee where D CTD members serve as an executive; CTD members have not been D officers . |
Expertise & Qualifications
- Utility industry expertise: 37+ years in electric T&D operations and environmental impact; leadership, risk management, customer and governmental experience; M&A and rate case proficiency .
- Financial/accounting: Former PHI CFO; audit committee financial expert designation at Dominion Energy .
- Governance: Extensive public company governance at PHI and SJI; NACD NJ Lifetime Achievement in Governance (2024) .
Equity Ownership
| As of March 14, 2025 | Shares of Common Stock | Deferred Stock Accounts | Restricted Shares | Total Beneficial Ownership |
|---|---|---|---|---|
| Joseph M. Rigby | 8,762 | 27,352 | — | 36,114 |
- Ownership % of outstanding shares: Less than 1% (no individual director exceeds 1%) .
- Stock ownership guidelines: Lesser of 12,000 shares or value equal to 5× combined annual cash and stock retainers; all directors with ≥4 years service have met guidelines (Rigby qualifies) .
- Hedging/pledging: Prohibited for directors; no margin accounts or pledging permitted .
- Deferrals: Rigby deferred 20% of 2024 cash retainer to stock units; distributions occur upon departure; departure stock grant program applies after ≥5 years and for chair roles in year preceding departure .
Governance Assessment
-
Strengths:
- Long‑tenured utility CEO/CFO with audit‑quality financial expertise; serves as Audit Committee Chair and designated financial expert—supports robust oversight of reporting, controls, compliance, and enterprise risk .
- Independent director; meets stock ownership guidelines; prohibits hedging/pledging; defers a portion of cash to equity units—signals alignment with shareholders .
- Active committee engagement across Audit, CTD, and Operations; committees fully independent; regular executive sessions; Board’s governance refresh in 2024 enhanced risk and sustainability oversight .
-
Watch items (context):
- Board maintains combined Chair/CEO structure; reliance on strong Lead Independent Director and committee chairs heightens the importance of Audit Chair effectiveness (Rigby’s role is central) .
- No related party transactions disclosed involving Rigby; continued monitoring appropriate as asset managers (5% owners) provide services to benefit plans (arm’s‑length) .
-
Red Flags: None identified for Rigby—no pledging/hedging, no related‑party exposure, no option repricing, no director tax gross‑ups disclosed .