Netha Johnson
XCEL ENERGYAbout Netha Johnson
Independent director since 2020; age 54. Executive Vice President and Chief Operations Officer at Albemarle Corporation (Nov 2024–present); previously President of Albemarle’s Specialties unit (2018–Oct 2024), Vice President & General Manager at 3M (2015–2018), and President, Filtration at Pentair (2010–2015). Former officer in the United States Navy. Other public company boards: none. Committees: Finance and Operations, Nuclear, Environmental and Safety (ONES). Independence: meets Nasdaq/SEC standards; all committees comprise independent directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Albemarle Corporation | EVP & Chief Operations Officer | Nov 2024–present | Global operations leadership; relevant to energy/renewables |
| Albemarle Corporation | President, Specialties (formerly Bromine Specialties) | 2018–Oct 2024 | Operational expertise aligned with XEL’s clean energy transition |
| 3M Company | Vice President & General Manager | 2015–2018 | Industrial & safety businesses; consumer-facing insights |
| Pentair | President, Filtration | 2010–2015 | Water treatment operations; regulated industry exposure |
External Roles
| Category | Details |
|---|---|
| Other public company directorships | None |
| Nonprofit boards | Served on several nonprofit boards (organizations not enumerated) |
Board Governance
- Committee assignments: Finance Committee (member) and ONES Committee (member). Chairs: Finance (Richard O’Brien), ONES (Charles Pardee), Audit (George Kehl), GCN/Compensation (Christopher Policinski). Lead Independent Director: Kim Williams (transitioning to Patricia Kampling at 2025 AGM).
- Attendance and engagement: Board met 5 times in 2024; independent directors held executive sessions at all five meetings; committee meetings held in 2024—Audit 5, Finance 5, GCN 4, ONES 4; average attendance ~99%.
- Independence: Board is 93% independent; committees are entirely independent; independence reviewed annually by the GCN Committee.
Fixed Compensation
Director compensation trend (cash retainer/fees and annual equity grant):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash fees ($) | 115,000 | 121,044 | 125,000 |
| Equity grant ($) | 160,000 | 170,000 | 170,000 |
| Total ($) | 275,000 | 291,044 | 295,000 |
Program features for directors:
- Annual equity grant: 3,061 shares or stock equivalent units (SEUs) ≈ $170,000, granted after the annual meeting; SEUs payable at separation, disability, or death.
- Stock Program: directors may defer cash retainers into SEUs and receive a 20% premium on deferred cash; dividends accrue as additional SEUs. Netha Johnson did not appear among 2024 deferrals.
Performance Compensation
- Xcel’s proxy does not disclose performance-based metrics for director pay; director equity grants are annual and time-based via shares/SEUs under the Stock Program.
- For context, performance metrics apply to executives (not directors), with PSU goals tied to relative TSR, carbon reduction, and (beginning 2025–2027) financial EPS growth, nuclear operations ratings, and wildfire mitigation, modified by relative TSR. (executive metrics cited for governance context)
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other public company boards | None (low interlock risk) |
| Related person transactions | None required for review in 2024 under policy (company-wide) |
| Overboarding policy | In place; Board monitors director workloads and independence annually |
Expertise & Qualifications
- Global operations leader in specialty chemicals; relevant to utility supply chains, electrification, and renewable solutions.
- Regulated industry exposure and risk management through Pentair/3M/Albemarle roles; Navy officer leadership experience.
- Committee alignment with operational and environmental oversight via ONES; financial acumen via Finance Committee.
Equity Ownership
Ownership and alignment indicators:
| Metric | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Common shares owned (#) | 531 | 531 | 531 | 531 | 531 |
| Stock equivalents (SEUs) (#) | 2,533 | 4,771 | 7,094 | 10,010 | 13,526 |
| % of shares outstanding | — | — | — | — | ~0.000092% (531 / 576,010,585) |
| Pledged shares | None (pledging prohibited for directors) |
Ownership guidelines:
- Independent directors must hold common stock or equivalents equal to seven times their annual cash retainer within five years of election. (Policy disclosure)
Governance Assessment
- Independence and committee placement: Johnson’s roles on Finance and ONES align well with his operational background; independence maintained under Nasdaq/SEC standards, and committees are fully independent. This supports robust oversight of operations and financial risk.
- Attendance and engagement: Board held 5 meetings in 2024 with executive sessions at each; committees met regularly; average attendance ~99%, indicating strong engagement.
- Alignment and ownership: Growing SEU holdings since 2021 demonstrate increasing “skin in the game”; no pledging allowed, enhancing alignment and reducing risk.
- Conflicts and related-party risk: No related person transactions required review in 2024, and independence is assessed annually, mitigating conflict risks.
- Say-on-pay and shareholder feedback: 2024 say-on-pay support was 79%; Board engaged holders representing ~50% of shares to discuss concerns (mainly one-time retention RSUs for executives). While executive pay matters, the Board’s responsive outreach is a positive governance signal for investors.
- Policies: Hedging/pledging prohibited and clawback policies updated to SEC/Nasdaq standards; strong risk controls on compensation.
RED FLAGS: None identified specific to Johnson—no public company interlocks, no pledging, no related-party transactions requiring review in 2024; attendance and independence standards are robust at the Board level.