Richard O'Brien
XCEL ENERGYAbout Richard O'Brien
Independent director of Xcel Energy since 2012; age 71. Finance Committee Chair and member of the Governance, Compensation and Nominating (GCN) Committee; determined by the Board to qualify as an “audit committee financial expert.” Background includes CEO roles at Newmont Mining and Boart Longyear; currently an independent consultant to mining firms on strategy, leadership and operating effectiveness. Independence affirmed under Nasdaq standards; other than the CEO, all directors and nominees are independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Newmont Mining Corporation | President & CEO | 2007–2012 | Led global gold miner; capital-intensive operations expertise |
| Newmont Mining Corporation | CEO | 2012–2013 | Strategic leadership; regulatory and environmental oversight |
| Boart Longyear Limited | President & CEO | 2013–2015 | Global drilling services; operational effectiveness focus |
| Independent Consultant | Strategy/Leadership/Operating Effectiveness | 2015–present | Advises mining firms; financial reporting acumen |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vulcan Materials Company | Director | Since 2008 | Public company directorship; interlock with XEL director James Prokopanko (also VMC director) |
| New Gold Inc. | Director | Since 2024 | Public company directorship |
| Pretivm Resources Inc. | Director (Former) | 2019–2022 | Former public company directorship |
Board Governance
- Committee assignments: Finance Committee—Chair; GCN Committee—Member.
- Independence: Board determines director independence under Nasdaq standards; each director and nominee other than the CEO is independent.
- Attendance and engagement: Board met five times in 2024; independent directors held executive sessions at all five meetings. All then-serving directors attended at least 75% of Board and applicable committee meetings; average attendance ~99%, with 11 directors at 100%. All then-serving directors attended the 2024 Annual Meeting of Shareholders.
- Committee activity levels in 2024: Audit—5 meetings; Finance—5; GCN—4; ONES—4.
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Annual Director Retainer | 125,000 | Non-employee director cash retainer |
| Finance Committee Chair Retainer | 20,000 | Chair premium |
| Cash Fees Paid | — | O’Brien elected to defer cash retainers in 2024 |
| Deferred Cash into Stock Equivalent Units | 145,000 | 2,935 units credited in 2024 for deferred cash |
- Director compensation consultant: Meridian retained; director pay levels maintained for 2024 following market review.
Performance Compensation
| Equity/Deferral Feature | Amount/Terms | Metrics/Notes |
|---|---|---|
| Annual Equity Grant | $170,000; 3,061 shares or stock equivalent units | Grant made first business day following 2024 annual meeting |
| Stock Awards (Aggregate 2024) | $344,000 | Includes annual equity grant ($170,000) plus value of deferred cash with 20% premium per policy (calculated; policy disclosed) |
| Cash Deferral Premium | 20% of deferred cash; $29,000 (calc on $145,000) | Policy awards a 20% premium on cash deferred into stock equivalent units |
| Distribution/COC Terms | Stock equivalent units payable upon separation, disability, death; accelerated lump sum upon change in control | Units fluctuate with XEL stock; no voting rights |
Director equity grants are time-based common stock or stock equivalent units; the proxy does not disclose performance metrics (e.g., TSR, EBITDA) tied to director equity grants.
Other Directorships & Interlocks
| Company | Interlock/Relationship | Governance Consideration |
|---|---|---|
| Vulcan Materials Company | Shared board seat with XEL director James Prokopanko | Information flow/interlock monitoring; assess any overlapping supplier/customer relationships relevant to XEL (no related-party transactions disclosed for 2024) |
| New Gold Inc. | O’Brien director since 2024 | Monitor for mining-sector exposures; no related-party transactions disclosed for 2024 |
Expertise & Qualifications
- Audit committee financial expert; strong acumen in financial reporting and accounting.
- Leadership and strategy; risk management; finance; regulated industry; environmental; customer & community.
- Experience across mining and electric/gas industries; relevant to capital-intensive, regulated utilities.
Equity Ownership
| Metric (as of Mar 24, 2025) | Amount | Notes |
|---|---|---|
| Common Stock | 11,366 | Beneficially owned; total beneficial equals common stock given no restricted stock listed |
| Restricted Stock | — | Not disclosed for O’Brien |
| Total Shares Beneficially Owned | 11,366 | As reported |
| Stock Equivalent Units | 85,553 | Separate from beneficial ownership count |
| Shares Outstanding | 576,010,585 | Company total at measurement date |
| Ownership as % of Shares Outstanding | ~0.0020% | Calculated from 11,366 ÷ 576,010,585 |
| Pledged Shares | None | Company discloses no pledging by directors/executives |
| Director Stock Ownership Guideline | 7× annual cash retainer | Must meet within 5 years; all directors with target dates ≤ Dec 31, 2024 have met guideline (O’Brien’s tenure implies inclusion) |
Compensation Committee Analysis
| Item | Detail |
|---|---|
| GCN Committee Membership | Christopher Policinski (Chair), Richard O’Brien, Megan Burkhart, Kim Williams, Patricia Kampling |
| Independence | All members meet Nasdaq independence standards |
| Consultant | Meridian engaged as independent advisor on director pay; maintained 2024 levels |
Governance Assessment
- Strengths: Long-tenured independent director; Finance Committee Chair; audit committee financial expert designation supports board oversight of capital allocation and financial reporting in a capital-intensive utility.
- Alignment: Defers 100% of cash retainers into stock equivalent units with a 20% premium; substantial stock equivalent holdings; subject to 7× retainer ownership guideline, with company stating any director whose target date was on or before Dec 31, 2024 met it.
- Engagement: Board-level attendance robust (avg. ~99%); executive sessions held at every meeting; all directors attended 2024 annual meeting.
- Independence/Conflicts: Board affirms independence (other than CEO); no related-party transactions required review in 2024; no pledging of shares.
- Interlocks: Shared VMC board service with XEL director James Prokopanko—monitor for potential information flow or procurement overlaps; no specific related-party issues disclosed.
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, or attendance shortfalls for 2024. Monitor board interlock (Vulcan Materials) for evolving exposure and change-in-control accelerated distribution feature in director stock program (standard but triggers lump-sum payout).