George Kehl
XCEL ENERGYAbout George Kehl
George Kehl, age 66, is an independent director of Xcel Energy and has served on the Board since 2020; he is a Certified Public Accountant (MN and FL), a former KPMG LLP audit partner (25 years) and retired Office Managing Partner of KPMG’s Minneapolis office (2010–2019), bringing deep financial reporting, auditing, and internal control expertise; the Board has determined him to be an Audit Committee financial expert . He currently serves as Audit Committee Chair and is a member of the Finance Committee, positioning him at the center of financial oversight and capital planning for Xcel Energy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner | 1994–2019 | Led audits for Fortune 500 companies; expertise in accounting, auditing standards, and internal controls |
| KPMG LLP | Office Managing Partner (Minneapolis) | 2010–2019 | Regional leadership; oversight of client service quality and practice governance |
| Independent Consultant | Consultant | 2023–present | Strategic business and financial expertise applied post-retirement |
External Roles
| Company/Organization | Role | Status |
|---|---|---|
| Public company directorships | None | Current and prior directorships: none |
Board Governance
- Committee assignments: Audit (Chair) and Finance (Member), aligning his audit expertise with financial reporting integrity and capital structure oversight .
- Independence: Xcel’s Board is ~93% independent; all directors other than the CEO are independent; Audit and GCN committees meet Nasdaq and SEC independence standards, and all ONES and Finance members meet Nasdaq independence standards .
- Attendance: Board met 5 times in 2024; average director attendance was ~99%; all then-serving directors attended ≥75% of Board and applicable committee meetings; committees met as follows in 2024—Audit: 5, Finance: 5, GCN: 4, ONES: 4 .
- Governance practices: Board employs term limits (15 years) and mandatory retirement age (72) to drive refreshment; lead independent director role defined and annually reviewed .
- Audit Committee mandate: Oversees financial reporting integrity, compliance, auditor independence/performance, major financial risk exposures, and pre-approval of audit and non-audit services .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non-employee director retainer |
| Audit Committee Chair retainer | $25,000 | Committee chair premium |
| Audit Committee member retainer (incl. Chair) | $10,000 | Member retainer applies to Chair as well |
| Total fees earned (cash) | $160,000 | Kehl’s 2024 cash fees |
| Annual equity grant (shares or stock equivalent units) | $170,000 | Typical grant was 3,061 shares or equivalent units following 2024 meeting; Kehl received $170,000 in 2024 |
| Total 2024 director compensation | $330,000 | Kehl’s total compensation |
Program design details:
- Directors may elect to defer cash retainers into stock equivalent units and receive a 20% premium on deferred amounts; stock equivalent units track XEL share value and pay out in stock on separation (lump sum or installments); distributions accelerate on change in control, disability, or death .
- Director stock ownership guideline: 7x annual cash retainer, to be met within 5 years; all directors whose target date was on or before Dec 31, 2024 have met the guideline .
Performance Compensation
| Element | Design | Vesting/Measurement | Notes |
|---|---|---|---|
| Equity for directors | Time-based shares or stock equivalent units | Granted annually; not performance-based | Aligns interests via equity ownership; no director options disclosed |
| Stock Program premium on deferrals | 20% premium on deferred cash retainers | Applies at election into stock equivalent units | Enhances alignment; payout in stock post-separation |
No director performance metrics (e.g., TSR, EPS) apply to non-employee directors’ equity grants; program emphasizes ownership and alignment rather than pay-for-performance at the director level .
Other Directorships & Interlocks
| Potential Interlock/Related Exposure | Status | Notes |
|---|---|---|
| Auditor relationship (KPMG) | None | XEL’s independent auditor is Deloitte; Kehl is a retired KPMG partner; no disclosed auditor interlock |
| Related person transactions | None in 2024 | No transactions required GCN review under policy; Board prohibits director/executive hedging and pledging |
Expertise & Qualifications
- Audit committee financial expert designation; extensive leadership in public company auditing, financial reporting, and internal controls supports robust oversight of financial integrity .
- Strategic business and risk management experience from senior roles at KPMG complements Finance Committee responsibilities on capital structure and financial plans .
- Regulated industry exposure via Xcel board service aligns with utility-specific risk and compliance focus .
Equity Ownership
| Holding type (as of Mar 24, 2025) | Amount | Source |
|---|---|---|
| Common stock | 593 shares | Beneficial ownership table |
| Restricted stock | 0 | Beneficial ownership table |
| Stock equivalent units | 13,526 units | Beneficial ownership table |
| Total beneficially owned (common) as % of shares outstanding | ~0.00010% | 593 ÷ 576,010,585 shares outstanding |
Policies and alignment:
- Hedging and pledging: Prohibited for directors and executives; no pledged shares among directors or officers .
- Ownership guideline: 7x cash retainer; directors expected to comply within five years of election; compliance status aggregated (met for those with target dates on/before 12/31/2024) .
Governance Assessment
- Board effectiveness: Kehl’s audit expertise and chair role strengthen financial reporting oversight, risk management, and auditor independence—critical for investor confidence in a capital-intensive, highly regulated utility .
- Independence and engagement: Independent status, strong committee attendance norms (~99% average), and robust committee meeting cadence support active oversight; Audit and GCN committees meet heightened independence standards .
- Compensation alignment: Director pay balanced between cash ($160k) and equity ($170k), with optional deferral into stock equivalent units (20% premium), enhancing long-term alignment without introducing performance metric gaming risk .
- Conflicts/Red flags: No related-party transactions in 2024; hedging/pledging prohibited; no pledged shares; auditor is Deloitte (not KPMG), limiting perceived conflict from prior employer ties .
- Broader governance signals: Term limits and mandatory retirement age drive refresh; lead independent director role formalized; executive say-on-pay support declined to 79% in 2024 due to retention RSUs concern, but program core maintained—important context for compensation oversight culture even though it relates to executives, not directors .
RED FLAGS: None disclosed for Kehl—no related-party transactions, pledging, or attendance issues; prior KPMG affiliation does not intersect with XEL’s current auditor (Deloitte), mitigating audit interlock concerns .