Lynn Casey
XCEL ENERGYAbout Lynn Casey
Lynn Casey (age 69) is a retired communications executive and former Chair and CEO of Padilla, a public relations and communications firm, recognized for brand strategy and crisis communications expertise. She has served on Xcel Energy’s Board since 2018 and is an independent director; current committee assignments include the Finance Committee and the Operations, Nuclear, Environmental and Safety (ONES) Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Padilla | Chair and CEO | 2001 – Aug 2018 | Led brand strategy and crisis communications (nationally recognized) |
| Padilla | Chair | Aug 2018 – Dec 2019 | Oversight and transition leadership |
External Roles
| Category | Role/Entity | Notes |
|---|---|---|
| Public company boards | None | No current public company directorships |
| Nonprofit boards | Director (various) | Serves as a director of several nonprofit organizations in XEL’s communities (names not disclosed) |
Board Governance
- Independence: All directors except the CEO are independent; this includes Casey .
- Committees (and mandates relevant to risk/operations):
- Finance Committee: Oversees capital structure and budgets, major capital projects, financial plans/risks, dividends, insurance, benefit plan trusts, investor relations, and lines of new business .
- ONES Committee: Oversees nuclear strategy/operations, environmental strategy and compliance, safety performance, customer service, operational performance for electric/gas delivery, and physical/cybersecurity and wildfire risk .
- Attendance and engagement: In 2024 the Board met 5 times; independent directors met in executive session at all 5 meetings. All directors met ≥75% attendance; average attendance ~99% with 11 directors at 100% .
- Committee meeting cadence (2024): Audit 5, Finance 5, GCN 4, ONES 4 .
Fixed Compensation
Director compensation structure (non-employee directors):
| Component | Amount/Terms |
|---|---|
| Annual retainer (cash) | $125,000 |
| Lead Independent Director retainer | $35,000 |
| Committee chair retainers | Audit Chair $25,000; GCN Chair $25,000; Finance Chair $20,000; ONES Chair $20,000 |
| Audit Committee member retainer | $10,000 (including Chair) |
| Annual equity grant | 3,061 shares or stock equivalent units ($170,000) following the annual meeting |
Lynn Casey – 2024 director compensation (as reported):
| Item | Amount |
|---|---|
| Fees earned/paid in cash | $0 (elected to defer $125,000 into stock equivalent units: 2,530 units) |
| Stock awards (aggregate grant-date fair value) | $320,000 |
| Total | $320,000 |
Notes:
- Directors may elect to defer cash retainers into stock equivalent units and receive a 20% premium on deferred amounts; distributions occur after separation (or upon change in control, disability, or death) .
- Casey elected to defer $125,000 cash into 2,530 stock equivalent units in 2024 .
Performance Compensation
Directors do not receive performance-based pay; equity awards are time-based. Key structural features:
| Feature | Details |
|---|---|
| Annual equity grant | ~3,061 shares/units; valued at ~$170,000 |
| Cash deferral premium | 20% premium on cash retainer amounts deferred into stock equivalent units |
| Distribution mechanics | Stock equivalent units payable in stock post-separation; lump sum or 2–10 annual installments; accelerated on change in control, disability, or death |
| Hedging/pledging | Hedging and pledging prohibited for directors |
| Ownership guideline | 7x annual cash retainer; expected within 5 years; all directors with a target date on/before Dec 31, 2024 met the guideline |
Other Directorships & Interlocks
| Dimension | Status |
|---|---|
| Current public company boards | None |
| Interlocks/related roles | No interlocks disclosed; Board annually reviews independence and potential competitive restrictions/positions |
Expertise & Qualifications
- Brand strategy, investor/corporate/media relations, and crisis communications leader; nationally recognized for brand building/protection .
- Governance/oversight experience via Finance and ONES committees; risk oversight experience (operations, safety, environmental, cybersecurity/wildfire via ONES) .
- Community engagement through nonprofit directorships in Xcel’s service territories .
Equity Ownership
As of March 24, 2025:
| Holder | Common Stock | Restricted Stock | Total Shares Beneficially Owned | Stock Equivalents |
|---|---|---|---|---|
| Lynn Casey | 1,143 | — | 1,143 | 34,162 |
Additional ownership governance:
- None of the directors/executives beneficially owned ≥1% of shares outstanding; group <1% .
- No shares owned by directors or executive officers are pledged .
Board Governance Signals and Shareholder Feedback
- Say-on-pay: 79% support in 2024; Board engaged with holders representing ~50% of shares and attributed concerns primarily to retention RSUs for certain NEOs; core program maintained with monitoring of future votes .
- Clawbacks/recoupment: Robust clawback policy (Nasdaq-compliant) for executives; additional policy for misconduct recoupment; no triggers in 2024 .
- Risk oversight: Enhanced focus areas include wildfire, nuclear operations, cybersecurity, and pipeline safety; Board employs cross-committee oversight (including ONES) and conducts emergency drills .
Potential Conflicts & Related-Party Exposure
- Related person transactions: None required review in 2024 under the Company’s policy .
- Independence affirmed under Nasdaq standards; ordinary-course transactions reviewed when applicable; all directors except CEO deemed independent .
Governance Assessment
- Strengths for investor confidence:
- Independent director with deep crisis communications/brand stewardship expertise—relevant to XEL’s risk profile (wildfire, nuclear, cyber) and stakeholder communications .
- Alignment-friendly pay choices: deferral of cash retainer into stock equivalent units with meaningful ongoing ownership; subject to ownership guideline of 7x retainer .
- No other public company board commitments or related-party conflicts disclosed; no pledging .
- Board-level attendance and engagement are strong (avg ~99%) with frequent executive sessions .
- Watch items:
- Director-specific attendance percentages are not disclosed; rely on Board averages .
- No individual performance-based director comp (typical for utilities), so investor alignment rests on equity retainer/deferrals and ownership guidelines .