Patricia Kampling
XCEL ENERGYAbout Patricia Kampling
Retired Chairman and CEO of Alliant Energy Corporation with four decades in the energy industry, including senior roles at Exelon and IPSCO; age 65; Xcel Energy director since 2020 and designated audit committee financial expert . Independent under Nasdaq/SEC standards and slated to become Xcel’s Lead Independent Director at the 2025 annual meeting, succeeding Kim Williams .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alliant Energy Corporation | Chairman & CEO | 2012–2019 | Led regulated utility; deep experience in finance, strategy, risk and regulation; audit committee financial expert designation at XEL draws on this background . |
| Alliant Energy Corporation | President & COO | 2011–2012 | Oversaw operations; regulatory execution experience . |
| Alliant Energy Corporation | EVP & CFO | 2010–2011 | Finance leadership; capital planning; investor engagement . |
| Exelon Corporation | Senior roles | Prior to Alliant | Large-cap regulated utility experience (finance/operations) . |
| IPSCO Corporation | Leadership roles | Prior to Alliant | Industrial operations background . |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| American Water Works Company, Inc. | Director | 2019 | Regulated water utility board service . |
| Fidelity Equity and High Income Funds | Director | 2020 | Fund board governance . |
| Briggs & Stratton Corporation | Director (former) | 2011–2021 | Former public company directorship . |
Board Governance
- Independence: The Board determined all directors and nominees other than the CEO (Bob Frenzel) are independent; Kampling is independent .
- Committee assignments: Audit Committee member; Governance, Compensation and Nominating (GCN) Committee member; designated audit committee financial expert .
- Lead Independent Director transition: Upon Kim Williams’ retirement at the annual meeting, Kampling will assume the Lead Independent Director role with responsibilities including presiding over executive sessions, agenda approval, shareholder engagement, and succession planning oversight .
- Attendance/engagement: In 2024, Board met five times; average director attendance ~99% with 11 directors at 100%; all directors met at least 75% attendance; independent directors held executive sessions at each meeting .
- Tenure policy: Term limit (15 years) and mandatory retirement age (72) support refreshment; annual independence reviews and overboarding policy in place .
Fixed Compensation
| Component (Directors) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non-employee director retainer . |
| Lead Independent Director retainer | $35,000 | Applies once Kampling assumes LID role after the annual meeting . |
| Committee chair retainers | $25,000 (Audit), $25,000 (GCN), $20,000 (Finance, ONES) | Kampling is not listed as chair; she is a member of Audit and GCN . |
| Audit Committee member retainer | $10,000 | Additional for Audit Committee members . |
| Annual equity grant | ~$170,000 value; 3,061 shares/SEUs | Granted first business day post-annual meeting . |
Director-specific 2024 compensation:
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $67,500 |
| Stock Awards ($) | $251,000 |
| Total ($) | $318,500 |
| Cash deferred to stock equivalent units | $67,500; 1,366 SEUs credited (20% premium on deferred cash applies under program) |
Program features:
- Directors can elect to defer cash retainers into stock equivalent units (SEUs); deferred amounts earn a 20% premium; dividends accrue as additional SEUs; distributions occur post-service (lump sum or installments), accelerated upon change in control, disability, or death .
Performance Compensation
- Xcel does not use performance-based equity for directors; the annual grant is common stock or SEUs with time-based vesting and dividend equivalents; no director performance metrics disclosed or applied to director equity awards .
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict Consideration |
|---|---|
| American Water Works Company, Inc. | Regulated utility sector exposure; no Xcel related-person transactions required review in 2024; Board independence maintained . |
| Fidelity Equity and High Income Funds | Fund governance; not a supplier/customer to Xcel; no related-person transactions in 2024 . |
| Briggs & Stratton (former) | No current interlock implications . |
- Related-person transactions: None required GCN Committee review for 2024; policy governs transactions ≥$120,000; GCN evaluates fairness and materiality .
Expertise & Qualifications
- Audit committee financial expert; deep utility finance, strategy, risk management, and regulatory experience from CEO/CFO roles at Alliant .
- Skills matrix alignment: Leadership & Strategy, Risk Management, Finance, Regulated Industry, Environmental, Customer & Community .
- As incoming Lead Independent Director, responsibilities include presiding at executive sessions, agenda oversight, shareholder engagement, and succession planning .
Equity Ownership
| Measure | Value |
|---|---|
| Common shares beneficially owned (Mar 24, 2025) | 9,410 |
| Stock equivalents (SEUs) (Mar 24, 2025) | 8,011 |
| Shares outstanding (Mar 24, 2025) | 576,010,585 |
| Ownership as % of shares outstanding | ~0.0016% (9,410 / 576,010,585) |
- Stock program holdings: 7,946 SEUs at Dec 31, 2024; SEUs fluctuate with stock price and accumulate dividends .
- Director stock ownership guidelines: Target holding of 7x annual cash retainer within five years; all directors with target dates on/before Dec 31, 2024 met the guideline .
- Hedging/pledging: Hedging prohibited for directors; pledging prohibited; no pledges by directors/officers as of Mar 24, 2025 .
Governance Assessment
- Strengths: Independent status with pending elevation to Lead Independent Director; audit financial expertise; dual service on Audit and GCN committees; robust director stock ownership alignment and no hedging/pledging; high Board engagement with 99% average attendance; strong governance practices including term limits, mandatory retirement, proxy access, and annual majority voting .
- Compensation alignment: Director pay uses cash retainer plus equity grant; Kampling elected to defer cash to SEUs, increasing equity-linked exposure, supportive of alignment; no director retirement benefits .
- Consultant independence: GCN retains Meridian; independence affirmed; no conflicts noted—supports compensation governance integrity .
- Conflicts/related parties: No related-person transactions in 2024; independence revalidated annually; U.S. Bancorp services reviewed for another director without independence impairment—illustrates Board’s conflict review rigor .
- Contextual signal: 2024 say-on-pay support at 79% (down from prior years) tied to executive retention RSUs; GCN engaged investors and maintained program core—Board responsiveness is a positive, but scrutiny on incentive design persists; as GCN member and incoming LID, Kampling’s oversight of compensation and investor engagement will be in focus .
RED FLAGS: None evident for Kampling—no pledging, no related-party transactions, independent status, strong committee roles; ongoing investor sensitivity to executive retention awards and say-on-pay trends should be monitored at GCN, with LID leadership pivotal .