Charles Pardee
XCEL ENERGYAbout Charles Pardee
Charles Pardee (age 65) is an independent director of Xcel Energy and has served on the Board since 2020. He brings 39+ years in nuclear operations and utility generation, including leadership roles at Exelon and the Tennessee Valley Authority, and service as a U.S. Navy Lieutenant. He currently chairs Xcel’s Operations, Nuclear, Environmental and Safety (ONES) Committee and serves on the Audit Committee, positioning him at the center of operational risk oversight (nuclear, wildfire, safety, cybersecurity). The Board has determined all directors other than the CEO are independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Terrestrial Energy, USA | President | 2019 – Jun 2024 | Led nuclear technology company; current director at Terrestrial Energy Inc. |
| Tennessee Valley Authority (TVA) | EVP, Chief Operating Officer | 2013 – 2017 | Oversaw fleet operations and risk management in a complex regulated utility. |
| Tennessee Valley Authority (TVA) | EVP, Chief Generation Officer | Jan 2013 – Apr 2013 | Generation portfolio leadership. |
| Exelon Generation | Chief Operating Officer | 2010 – 2013 | Enterprise operational execution and risk oversight. |
| Exelon Nuclear | President & Chief Nuclear Officer | 2007 – 2010 | Nuclear fleet leadership and safety performance. |
| U.S. Navy | Lieutenant (Nuclear) | 9 years | Nuclear operations training and leadership. |
| Earlier industry roles | Various (Florida Power Corp, Carolina Power & Light, INPO) | Not disclosed | Nuclear/operational performance roles and industry oversight. |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Emirates Nuclear Energy Corporation (UAE) | Chair & Director, Committee on Nuclear Power | Current | Advisory leadership on nuclear power governance. |
| Terrestrial Energy Inc. | Director | Current | Board role at advanced nuclear technology firm. |
| Tokyo Electric Power Company (TEPCO) | Nuclear Safety Advisory Board | Prior | Nuclear safety advisory role. |
| Other public company boards | — | None | Company discloses no other public boards. |
Board Governance
- Committee assignments: ONES Committee Chair; Audit Committee member. ONES oversees nuclear strategy/operations, environmental and safety performance, operational risks (including wildfire, cyber), customer service and tours of facilities; Audit oversees financial reporting, compliance, and risk oversight.
- Independence: Board determines each director (other than the CEO) is independent; committee members meet Nasdaq/SEC independence standards.
- Attendance: 2024 Board met five times; all then-serving directors attended ≥75%; average attendance ~99%; independent directors held executive sessions at all five meetings.
- Engagement depth: Board and ONES conducted nuclear plant visits; Monticello operations extended to 2050, reflecting active nuclear oversight.
Fixed Compensation
Program structure for non-employee directors (2024):
- Annual cash retainer: $125,000.
- Committee chair retainers: ONES Chair $20,000; Audit Chair $25,000; GCN Chair $25,000; Finance Chair $20,000. Audit Committee members (including chair) receive an additional $10,000 retainer.
- Annual equity grant: ~3,061 shares/stock equivalent units valued at $170,000, granted after the annual meeting.
- Stock Program: Directors may defer cash retainers into stock equivalent units (SEUs) and receive a 20% premium on deferred cash; SEUs track XEL stock and pay out in shares upon separation, CIC, disability or death.
2024 compensation detail for Pardee:
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer (deferred) | $125,000 | Deferred into stock equivalent units under the Stock Program. |
| ONES Committee Chair retainer (deferred) | $20,000 | Deferred into stock equivalent units. |
| Audit Committee member retainer (deferred) | $10,000 | Deferred into stock equivalent units. |
| Cash deferred into SEUs | $155,000 | 3,137 stock equivalent units credited on deferral. |
| Annual equity grant | $170,000 | Standard non-employee director grant value. |
| Total “Stock Awards” reported | $356,000 | As reported in Director Compensation Table (includes equity grant plus value of deferrals/premiums). |
| Fees paid in cash | $0 | All cash fees deferred. |
Performance Compensation
- Directors have no performance-based cash metrics; equity compensation is time-based (common stock/SEUs) that aligns with shareholder value but does not use performance goals.
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Terrestrial Energy Inc. | Private | Director | No related-party transactions disclosed with Xcel Energy. |
| ENEC (UAE) | Government/utility sector | Chair & Director, Committee on Nuclear Power | Advisory role; no related-party transactions disclosed with Xcel Energy. |
| Public company boards | — | None | Reduces overboarding risk. |
Expertise & Qualifications
- Nuclear leadership and expertise; regulated utility operations; risk management; finance; leadership and strategy; environmental and stakeholder orientation (as listed in his skills profile).
- As ONES Chair, his domain expertise aligns with Xcel’s elevated oversight of nuclear operations, wildfire mitigation, cybersecurity and safety.
Equity Ownership
| Item | Amount |
|---|---|
| Common Stock beneficially owned (3/24/2025) | 12,050 shares. |
| Stock Equivalent Units (SEUs) (3/24/2025) | 12,876 units. |
| Shares outstanding (denominator) | 576,010,585 shares (3/24/2025). |
| Ownership as % of shares outstanding (common only) | ≈0.0021% (12,050 ÷ 576,010,585). Calculation based on disclosed amounts. |
| Pledging/Hedging | Company prohibits hedging and pledging by directors; none of the directors’/executives’ shares are pledged. |
| Director stock ownership guidelines | 7× annual cash retainer; expected within 5 years; all directors with target date on or before 12/31/2024 met the guideline. |
Governance Assessment
- Strengths
- Deep nuclear and fleet operations background matched to ONES remit (nuclear operations, environmental/safety, wildfire and cyber risks), with evidence of active Board engagement (site visits; Monticello license extension oversight).
- Strong independence and attendance culture at the Board/committee level; independent executive sessions at every Board meeting in 2024.
- Alignment via equity-heavy director pay; Pardee deferred 100% of cash fees, increasing exposure to stock performance through SEUs; director ownership guideline of 7× cash retainer supports long-term alignment.
- Robust compliance and ethics framework, including prohibitions on hedging/pledging and clawbacks for executives, reducing misalignment risk signals.
- Risk indicators/red flags
- Related-party/related-person transactions: none required review for 2024; no conflicts disclosed involving Pardee.
- Overboarding risk: low; no other public company boards disclosed for Pardee.
- Say-on-pay context: broader governance environment included a lower 2024 say-on-pay (79%) driven by one-time executive retention RSUs; Compensation Committee maintained core design thereafter—useful as backdrop for investor sentiment but not director-specific.
Bottom line: Pardee’s appointment as ONES Chair places a seasoned nuclear operator at the helm of Xcel’s highest operational-risk oversight, a clear positive signal for board effectiveness in safety, nuclear operations and wildfire/cyber risk governance. No related-party exposure, no pledging, and strong equity alignment through deferrals bolster investor confidence.