James Prokopanko
XCEL ENERGYAbout James Prokopanko
Independent director; age 71; director since 2015. Retired President & CEO of The Mosaic Company with prior senior leadership roles at Cargill; brings commodities, capital‑intensive operations, and environmental management expertise. Current public company directorships include Regions Financial (since 2016) and Vulcan Materials (since 2009). Committees at Xcel Energy: Audit and Finance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Mosaic Company | President & CEO | 2007–2015 | Led large, complex business; growth and asset building |
| The Mosaic Company | EVP & COO | 2006–2007 | Operational leadership |
| Cargill | Senior leadership positions | 1999–2006 | Commodities, trading, environmental issues management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Regions Financial | Director | Since 2016 | Banking industry oversight |
| Vulcan Materials | Director | Since 2009 | Construction materials; audit/finance expertise |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; Prokopanko is independent.
- Committee assignments: Audit Committee (member); Finance Committee (member). Audit held 5 meetings in 2024; Finance held 5.
- Attendance: Board average attendance ~99% in 2024; all then‑serving directors attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting.
- Chair roles: Not disclosed for Prokopanko; Audit Chair is George Kehl; Finance Chair is Richard O’Brien.
Fixed Compensation
| Component | 2024 Amount/Rate | Notes |
|---|---|---|
| Annual retainer (cash) | $125,000 | Standard non‑employee director retainer |
| Audit Committee member retainer | $10,000 | Applies to Audit members (including Chair) |
| Finance Committee member retainer | Not disclosed | Chair retainer $20,000 (member fee not listed) |
| Lead Independent Director retainer | $35,000 | Not applicable to Prokopanko |
| Fees earned by Prokopanko (cash) | $135,000 | Reflects retainer + committee fees |
- Directors may defer cash retainers into stock equivalent units with a 20% premium on deferred amounts.
Performance Compensation
| Equity Element | 2024 Grant | Terms |
|---|---|---|
| Annual equity grant | $170,000 | 3,061 shares/stock equivalent units granted first business day post‑annual meeting; payable as shares upon separation/change in control; accumulates dividend equivalents. |
| Stock program (deferrals) | 20% premium on deferred cash to stock equivalents | Distributions post‑separation in lump sum or installments; accelerates on change in control/disability/death. |
- No performance metrics (e.g., TSR/ESG) are attached to director equity; options are not part of director compensation.
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Regions Financial | Director (since 2016) | Banking exposure; no XEL related‑party transactions in 2024. |
| Vulcan Materials | Director (since 2009) | Interlock: Richard O’Brien (XEL director) also serves on Vulcan Materials. |
Expertise & Qualifications
- Leadership/strategy in capital‑intensive industries; commodities; environmental oversight; public company board experience.
- Service on Audit and Finance committees indicates financial literacy and risk oversight experience; Audit Committee membership requires financial literacy and independence under Nasdaq/SEC standards.
Equity Ownership
| Item | Value | Date/Source |
|---|---|---|
| Common stock held | 1,000 shares | As of Mar 24, 2025 |
| Stock equivalents (units) | 34,172 | As of Mar 24, 2025 |
| Prior stock equivalents | 33,894 | As of Dec 31, 2024 |
| Ownership vs. outstanding | None >1%; directors/officers as group <1% | As of Mar 24, 2025 |
| Pledging/hedging | No pledging of director/executive shares; hedging prohibited by policy | Policy and current status |
| Director stock ownership guideline | 7x annual cash retainer; expected within 5 years; all directors with target date by Dec 31, 2024 met guideline | Program compliance summary |
Governance Assessment
- Independence and committee service: Independent director with dual roles on Audit and Finance—positions aligned with oversight of financial reporting, risk, and capital allocation; Audit members are financially literate and independent under Nasdaq/SEC—supports Board effectiveness.
- Engagement: Board held 5 meetings; average attendance ~99%; all directors attended the 2024 annual meeting—signals strong engagement.
- Compensation alignment: Cash retainer plus annual equity grant; ability to defer cash into stock equivalents with 20% premium encourages equity alignment; no performance‑based metrics attached to director pay—typical for utilities, but reduces direct pay‑for‑performance link at the director level.
- Ownership alignment: Holds common shares and substantial stock equivalents; hedging/pledging prohibited; director ownership guidelines set at 7x retainer with on‑track compliance across the Board—favorable alignment.
- Conflicts/related party: No related person transactions required review in 2024; independence reviewed annually; interlock with Richard O’Brien at Vulcan Materials noted, but no XEL‑related party transactions disclosed—low conflict risk.
- Committee risk oversight: Audit and Finance charters cover financial reporting integrity, compliance, major financial risk exposures, capital structure, dividends, insurance, and investor relations—skills consistent with Prokopanko’s background.
RED FLAGS: None disclosed specific to Prokopanko. No pledging; no related‑party transactions; attendance strong at Board level; director compensation stable and market‑based.