Karen Hyde
About Karen Hyde
Karen Hyde (age 63) is an independent director at Talen Energy Corporation, serving since 2023; she chairs the Audit Committee and sits on the Compensation Committee, and the Board has designated her as an audit committee financial expert . Hyde retired in 2022 after ~30 years at Xcel Energy in senior roles spanning compliance, audit, risk, regulatory affairs, resource planning, forecasting, and renewable PPA structuring; earlier, she was a lead nuclear engineer for the U.S. Department of Defense . She holds an M.S. in Mineral Economics (Colorado School of Mines), a B.S. in Metallurgical Engineering (Lafayette College), and certifications as a Certified Internal Auditor and CRMA from the Institute of Internal Auditors . In 2024, she met the company’s director independence standard (Nasdaq), and directors were recorded at 100% attendance for scheduled meetings and at least 85% of all Board/committee meetings, signaling strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xcel Energy | Senior Vice President; Chief Compliance & Ethics Officer; Chief Audit Executive; Chief Risk Officer | 30 years; retired 2022 | Led forecasting/production cost analysis, expansion modeling; evaluated compliance/control frameworks; negotiated structured PPAs including initial renewables; led renewable compliance |
| U.S. Department of Defense (civilian) | Lead Nuclear Engineer (submarine reactor overhauls) | Not disclosed | Nuclear engineering oversight for submarine reactor overhauls |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Volunteers of America CO Branch | Treasurer; Director; Audit Committee Chair | Since 2013 | Financial oversight and audit leadership |
Board Governance
- Independence: The Board determined Hyde is independent under Nasdaq standards .
- Committee leadership: Audit Committee Chair and Compensation Committee member; designated audit committee financial expert .
- Attendance/engagement: 2024 Board held 4 scheduled plus 7 additional formal meetings; each director attended 100% of scheduled meetings and at least 85% of total meetings; independent directors held four executive sessions, chaired by the Board Chair .
- Audit remit: Oversees external auditor, financial reporting, internal control, risk management policies, related party transaction review, and whistleblower procedures .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair; Financial Expert | 5 |
| Compensation | Member | 6 |
| Nominating & Governance | Not a member | 4 |
| Risk Oversight | Not a member | 4 |
The Audit Committee report to stockholders was signed by Hyde as Chair, reflecting active oversight of the 2024 audit process .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Director Cash Retainer (2024) | $100,000 | Paid quarterly in arrears |
| Special Additional Payments (2024) | $50,000 | Two off-cycle $25,000 payments (Aug & Dec 2024) |
| Audit Committee Chair Retainer (2024) | $20,000 | Chair premium |
| Compensation Committee Member Retainer (2024) | $10,000 | Member premium |
| Total Cash Fees (2024) | $180,000 | Sum of above |
- 2025 changes approved: Base director retainer increased to $125,000; Non-Executive Chair additional retainer increased to $125,000; RSU grants approved for 2025 (see Performance Compensation) .
Performance Compensation
| Instrument | Grant/Status | Quantity | Vesting/Terms |
|---|---|---|---|
| RSUs (director grants outstanding at 12/31/2024) | Unvested RSUs held | 8,265 | 2023 director RSUs vest in equal annual installments over three years; post-vest holding until earliest of change-in-control or 3rd anniversary |
| RSUs (Feb 2025 director grant) | New grant | 717 | 2-year cliff vest; terms consistent with 2023 director RSUs |
- No performance-based PSU awards are disclosed for Hyde (PSUs noted only for Board Chair at target level) .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Volunteers of America CO Branch | Non-profit | Treasurer; Director; Audit Chair | None disclosed with TLN suppliers/customers/competitors |
- No other public company directorships for Hyde are disclosed, lowering interlock risk .
Expertise & Qualifications
- Regulatory, risk, compliance, audit leadership (Chief Compliance & Ethics Officer, Chief Audit Executive, Chief Risk Officer at Xcel) .
- Energy operations and planning: resource planning, acquisition, forecasting, production cost modeling; structured PPAs including early renewable contracts and compliance .
- Nuclear engineering background (DoD submarines) adds technical depth for TLN’s nuclear asset oversight .
- Audit committee financial expert designation; CIA and CRMA certifications underscore financial reporting and controls expertise .
Equity Ownership
- Stock ownership guidelines: Non-employee directors must hold equity equal to 3x their annual cash retainer; unvested RSUs/PSUs count toward guidelines; 2023 awards have post-vest holding restrictions expected to aid compliance .
- Hedging/pledging prohibited: Insider Trading Policy bans hedging, short sales, options transactions, margin accounts, and pledging of company stock, which mitigates misalignment risks .
Governance Assessment
- Board effectiveness: Hyde’s Audit Chair role, financial expert status, and 2024 attendance at 100% of scheduled meetings indicate high engagement and oversight rigor .
- Compensation governance: As a Compensation Committee member, she operates under Nasdaq independence rules; the committee uses an independent consultant (LB & Co.) and reports no interlocks, supporting sound pay governance .
- Alignment and safeguards: Director equity grants with multi-year vesting and holding requirements, stock ownership guidelines, and a Nasdaq-compliant clawback policy bolster alignment and accountability .
- Related-party oversight: The Audit Committee reviews related party transactions under a formal policy; major shareholder repurchases were approved by the Board and Audit Committee under this policy, evidencing process discipline .
RED FLAGS
- None disclosed specific to Hyde: independent status; prohibition on hedging/pledging; no related-party transactions involving Hyde noted; strong attendance and Audit leadership .