Thomas O’Toole
ALLIANT ENERGYAbout Thomas F. O’Toole
Thomas F. O’Toole, age 67, has served as an independent director of Alliant Energy (LNT) since 2015 and is nominated for a term expiring at the 2028 Annual Meeting. He is Associate Dean (Executive Programs) and Clinical Professor of Marketing at Northwestern University’s Kellogg School of Management, and previously served as United Airlines’ Chief Marketing Officer and President of MileagePlus as well as Chief Marketing Officer and Chief Information Officer at Hyatt Hotels. He brings expertise in revenue and customer strategy, data-driven business, and digital commerce; the Board affirmed his independence under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Continental Holdings (United Airlines) | Chief Marketing Officer & SVP; President, MileagePlus; SVP Marketing & Loyalty; COO, MileagePlus | Joined 2010; served until retirement in late 2016 | Led marketing, loyalty and MileagePlus operations; revenue and customer strategy execution |
| Hyatt Hotels Corporation | Chief Marketing Officer; Chief Information Officer; other leadership roles | 13+ years prior to 2010 | Led marketing and IT; enterprise customer and digital initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kellogg School of Management (Northwestern Univ.) | Associate Dean, Executive Programs & Clinical Professor of Marketing | 2023–present | Prior roles: Associate Dean, Executive Education (2020–2023); Executive Director, Program for Data Analytics (2018–2020); Senior Fellow & Clinical Professor (2016–2018) |
| O’Toole Associates, LLC | Principal | Ongoing | Senior Advisor with McKinsey & Co. |
| LSC Communications, Inc. | Director | Until 2021 | Former public company board |
| Extended Stay America Inc. | Director | Until 2021 | Former public company board |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Governance Committee member. The Audit Committee met 6 times in 2024 and all members (including O’Toole) are independent and financially sophisticated; the Nominating & Governance Committee met 7 times in 2024 and is composed solely of independent directors.
- Independence: The Board resolved that Mr. O’Toole has no material relationship impairing independent judgment and is independent under Nasdaq rules.
- Attendance: The Board held seven joint meetings in 2024; each director attended at least 75% of the aggregate meetings of the Board and committees on which they served, and all directors at the time attended the 2024 Annual Meeting.
- Executive sessions: Independent directors meet in executive session at every regular Board meeting.
- Ownership guidelines: Directors must hold shares equal to 2x annual retainer; directors with 5+ years on the Board have met the guideline, and newer directors are on track.
- Leadership context: Lead Independent Director is Carol P. Sanders; after the 2025 Annual Meeting, Patrick E. Allen will become independent Board Chair and the lead independent director role will be discontinued.
Fixed Compensation
| Item | 2024 | 2025 | Notes |
|---|---|---|---|
| Annual director retainer (cash) | $280,000 | $290,000 | Payable quarterly in advance; covers service on Alliant, IPL, and WPL boards |
| Audit Committee member fee | $5,000 | $5,000 | Additional cash fee for Audit Committee members (non-chair) |
| Committee chair fees | Audit Chair $25,000; Comp Chair $20,000; N&G Chair $17,500; Operations Chair $17,500 | Audit Chair $25,000; Comp Chair $20,000; N&G Chair $20,000; Operations Chair $20,000 | O’Toole is not a chair; he is a member of Audit and N&G |
| Meeting fees | $0 | $0 | No per-meeting fees in 2024 or 2025 |
| O’Toole 2024 fees earned (cash) | $282,500 | — | Reported “Fees Earned or Paid in Cash” for 2024 |
| O’Toole 2024 change in pension value & NQDC earnings | $597 | — | Above-market interest on non-qualified deferred compensation |
Receipt of Fees in Stock and Deferrals:
- Directors are encouraged to use 55% of cash retainer to purchase common stock via the Shareowner Direct Plan or the Deferred Compensation Plan; they may elect to receive all or part of cash fees in common stock under the 2020 Omnibus Incentive Plan.
Performance Compensation
| Feature | Disclosure |
|---|---|
| Director equity grants (RSUs/PSUs/options) | No annual performance-based equity grants or stock options are disclosed for non-employee directors; directors can choose to receive fees in stock or defer into a Company Stock Account. Meeting fees are not paid and there is no director-specific performance metric structure. |
Other Directorships & Interlocks
| Company | Type | Status | Potential Interlock/Conflict Note |
|---|---|---|---|
| LSC Communications, Inc. | Public company | Former (until 2021) | No current related-person transactions disclosed; independence affirmed. |
| Extended Stay America Inc. | Public company | Former (until 2021) | No current related-person transactions disclosed; independence affirmed. |
Expertise & Qualifications
- Strategic leadership; financial acumen/literacy; operations; customer perspective; technology systems. These are the Board-identified skills and qualifications for O’Toole.
- Brings strong experience in revenue strategy, customer strategy, data-driven business, and digital commerce.
Equity Ownership
| As of March 10, 2025 | Amount | Notes |
|---|---|---|
| Shares beneficially owned | 37,046 | Includes shares held via deferred compensation plans; none pledged. |
| Shares credited in Deferred Compensation Plan | 36,846 | Included in beneficial ownership count per footnote. |
| Percent of shares outstanding | ~0.0144% | 37,046 / 256,866,523 outstanding shares; directors and officers each hold <1%. |
Ownership Alignment:
- Directors required to own shares equal to 2x annual retainer; directors with ≥5 years (including O’Toole since 2015) have met the guideline.
Pledging/Hedging:
- Company prohibits hedging and pledging by insiders; no director shares are pledged.
Governance Assessment
- Board effectiveness: O’Toole serves on two core governance committees (Audit; Nominating & Governance), supporting oversight of financial reporting, ERM, and board composition/compensation; both committees are fully independent and met 6 and 7 times, respectively, in 2024.
- Independence and attendance: Independence affirmed under Nasdaq rules; Board/committee attendance standard met at least 75% for all directors in 2024, and all directors attended the 2024 Annual Meeting.
- Compensation alignment: Cash-based retainer with encouraged stock acquisition and ownership guidelines promotes alignment; no meeting fees; modest above-market interest ($597) on NQDC; ability to elect fees in stock under Omnibus Plan.
- Ownership “skin-in-the-game”: 37,046 shares beneficially owned, largely via deferred stock accounts; none pledged; meets long-tenured director ownership guideline.
- Conflicts and related-party exposure: No related-person transactions since the beginning of 2024; advisory relationship with McKinsey noted, but independence affirmed and no transactions disclosed under the related-person policy.
RED FLAGS
- None disclosed: No related-party transactions; no pledging; no hedging; independent committee service; no meeting fees; director compensation structure appears standard for regulated utilities.