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2019 Proxy Statement
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Age 63
Director since 2018

Age 61
Director since 2006
Committees:
Skills and Qualifications:
Leadership & Strategy Independence Risk Management Finance Regulated Industry Customer & Community

Age 60
Director since 2009
Committees:
  • None
Skills and Qualifications:
Leadership & Strategy Risk Management Finance Regulated Industry Environmental Customer & Community

Age 65
Director since 2012

Age 70
Director since 2017

Age 60
Director since 2009
Lead Independent Director since May 2016
Committees:
Skills and Qualifications:
Leadership & Strategy Independence Risk Management Finance Regulated Industry Environmental Customer & Community

Age 70
Director since 1985
Committees:
Skills and Qualifications:
Leadership & Strategy Independence Risk Management Customer & Community

Age 68
Director since 2007

Age 63
Director since 2009
Committees:
Skills and Qualifications:
Leadership & Strategy Independence Risk Management Finance Regulated Industry Environmental Customer & Community

Age 65
Director since 2007

Age 66
Director since 2017
Committees:
Skills and Qualifications:
Leadership & Strategy Independence Risk Management Finance Regulated Industry Environmental Customer & Community
Lynn Casey

Age 63
Director since 2018

Chair, Padilla

Public Company Directorships:

  • None

Director Qualifications and Experience:

Ms. Casey has extensive executive experience in brand strategy and investor, corporate, and media relations. She is nationally recognized as an industry leader in building and protecting brands. Ms. Casey brings valuable skills to the Board with her experience in creating and delivering high-impact communication strategies, her expertise in crisis communications and management, and her strong commitment to the local community. Ms. Casey also serves as a director of several nonprofit organizations in the communities that we serve.

Business Experience:

  • Chair, Padilla, a public relations and communications firm (August 2018 to present)
  • Chair and CEO, Padilla (2001 to August 2018)

Committees:

Richard K. Davis

Age 61
Director since 2006

President and CEO, Make-A-Wish Foundation

Public Company Directorships:

  • DowDupont Inc. (2015 to present, expected through 3/31/2019)
  • Dow (nominated, expected directorship 4/1/2019)
  • Mastercard Incorporated (2018 to present)
  • U.S. Bancorp (2006 to 2018)

Director Qualifications and Experience:

Mr. Davis’ executive experience in the highly regulated banking industry provides the Board with valuable leadership skills, strategic insight, and commercial acumen. His extensive financial expertise is valuable in our capital-intensive industry and his background in delivering strong results for a complex financial institution brings valuable skills to the Board. Mr. Davis also serves as a director of several nonprofit and educational institutions in the communities that we serve, bringing an enhanced awareness of our stakeholder base that is valuable to our business. Mr. Davis previously served as Lead Independent Director for four years.

Business Experience:

  • President and CEO, Make-A-Wish Foundation, a non-profit philanthropic company (January 2019 to present)
  • Executive Chairman, U.S. Bancorp, a multi-state financial holding company (April 2017 to April 2018)
  • Chairman, U.S. Bancorp (2007 to April 2017) and CEO (2006 to April 2017)
  • President, U.S. Bancorp (2006 to January 2016)

Committees:

Ben Fowke

Age 60
Director since 2009

Chairman of the Board, President and CEO, Xcel Energy Inc.

Public Company Directorships:

  • None

Director Qualifications and Experience:

With a long and distinguished career in the utility industry, Mr. Fowke provides the strategic focus and leadership needed to position the Company well for the future. Having served as the Company’s Chief Financial Officer, he has a strong background in finance, financial reporting, and shareholder outreach. His extensive experience in environmental issues, operations, and the energy business makes Mr. Fowke keenly familiar with the risks we face and provides unique insight into effective management of those risks that has delivered strong results over the long term. His tenure and involvement in the utility industry provides significant expertise on regulatory and policy issues that are central to our business, and he is active in representing and advocating for the industry on important national issues such as security and tax reform. With his service as a director of nonprofit institutions and utility industry organizations, he provides good understanding of not only the opportunities and challenges of our business, but also the customers and communities we serve.

Business Experience:

  • Chairman of the Board and CEO, Xcel Energy Inc. (2011 to present)
  • President, Xcel Energy Inc. (2009 to present)
  • Chief Operating Officer, Xcel Energy Inc. (August 2009 to August 2011)
  • Various Executive Positions with Xcel Energy Inc. since 2002

Committees:

  • None
Richard T. O’Brien

Age 65
Director since 2012

Independent Consultant

Public Company Directorships:

  • Vulcan Materials Company (2008 to present)
  • Boart Longyear Limited (2013 to 2015)
  • Newmont Mining (2007 to 2013)
  • Inergy, L.P. (2006 to 2012)

Director Qualifications and Experience:

Mr. O’Brien’s extensive executive experience provides to the Board valuable strategic insight, leadership skills, and a sound understanding of delivering effective operations in an expansive and capital-intensive business. His acumen in financial reporting and accounting has been determined by our Board to qualify him as an audit committee financial expert. He is currently consulting in the areas of strategy, leadership and operating effectiveness with select mining firms. His background in both the mining and electric and gas industries is directly relevant to our business and he brings both valuable experience in effective management of environmental issues and expertise in industry and regulatory issues to our Board.

Business Experience:

  • Independent Consultant (October 2015 to current)
  • President and CEO, Boart Longyear Limited, a global provider of drilling services, equipment and performance tooling for mining and drilling companies globally (April 2013 to October 2015)
  • CEO, Newmont Mining Corporation, a global gold mining company (September 2012 to February 2013)
  • President and CEO, Newmont Mining Corporation (July 2007 to September 2012)

Committees:

David K. Owens

Age 70
Director since 2017

Retired Executive, Edison Electric Institute

Public Company Directorships:

  • None

Director Qualifications and Experience:

With 30 years of leadership experience in the energy industry, Mr. Owens brings a wealth of knowledge and skill to the Board. In his role at the Edison Electric Institute, the electric utility industry trade association, he oversaw key areas such as environmental, energy supply and finance, and state and federal regulatory and policy issues, all important topics for our business. He is a recognized expert in the energy field and has been a leader in shaping constructive public policy frameworks to support the industry’s transition to new and cleaner technologies. An active member in the community, Mr. Owens serves on the boards of a number of professional, academic, and community-based organizations.

Business Experience:

  • Executive Vice President, Business Operations Group and Regulatory Affairs, Edison Electric Institute (October 1992 to June 2017)

Committees:

Christopher J. Policinski

Age 60
Director since 2009
Lead Independent Director since May 2016

Retired President and CEO, Land O’Lakes, Inc.

Public Company Directorships:

  • Hormel Foods Corporation (2012 to present)

Director Qualifications and Experience:

Mr. Policinski lead a rapidly growing, multinational food and agricultural cooperative, experience that positions him to provide valuable leadership and strategic insight in effectively addressing environmental and other major issues. As the former president and CEO of the third-largest United States cooperative, Mr. Policinski has a wealth of experience in effectively managing operations, addressing new risks and regulatory requirements, and delivering value via effective growth management. He is well versed in finance and the financial reporting process. Mr. Policinski previously served as a director of a number of nonprofits, educational institutions and trade industry groups and provides a solid understanding of the communities we serve.

Business Experience:

  • President and CEO, Land O’Lakes, Inc., an agricultural and dairy cooperative (October 2005 to June 2018)
  • Senior leadership positions at Land O’Lakes, Inc. and The Pillsbury Company, a grain processor and food production company

Committees:

James T. Prokopanko

Age 65
Director since 2015

Retired President and CEO, The Mosaic Company

Public Company Directorships:

  • Regions Financial (2016 to present)
  • Vulcan Materials Company (2009 to present)
  • The Mosaic Company (2004 to 2015)

Director Qualifications and Experience:

Having led large and complex businesses, Mr. Prokopanko brings valuable leadership skills and strategic insight to the Board. Throughout his career he has created growth, managed expansive operations, built key assets and effectively addressed environmental issues, all valuable skills to contribute to the Board. His experience in commodities, with capital-intensive businesses, and as a director for other public companies likewise contributes valuable and relevant expertise to the Board. Mr. Prokopanko works with and serves on the boards of several nonprofit organizations and brings a thoughtful understanding of the communities we serve.

Business Experience:

  • President and CEO, The Mosaic Company, producer of phosphate and potash crop nutrients (January 2007 to August 2015)
  • Executive Vice President and COO, The Mosaic Company (July 2006 to January 2007)
  • Senior leadership positions, Cargill Corporation, trading, purchasing and distributing grain and other agricultural commodities (1999 to 2006)

Committees:

A. Patricia Sampson

Age 70
Director since 1985

CEO, President and Owner, The Sampson Group, Inc.

Public Company Directorships:

  • None

Director Qualifications and Experience:

As leader of a management development and strategy planning business, Ms. Sampson brings valuable expertise and business experience to the Board. She provides valuable perspective in ethics and business conduct, talent acquisition, retention and development, diversity and social responsibility, all of which are important issues to our stakeholders. Her experience as a business owner provides insight into finance and the financial reporting processes. Ms. Sampson is the former CEO of the Greater Minneapolis Area Chapter of the American Red Cross and is a former board member of various religious and philanthropic organizations within the communities we serve.

Business Experience:

  • CEO, President and Owner, The Sampson Group, Inc., a management development and strategic planning business (1996 to present)
  • Former CEO, Greater Minneapolis Area Chapter of the American Red Cross

Committees:

James J. Sheppard

Age 70
Director since 2011

Independent Consultant

Public Company Directorships:

  • None

Director Qualifications and Experience:

Mr. Sheppard brings to the Board extensive leadership experience in electric utilities, a solid understanding of the issues facing our industry, and valuable expertise on effective and efficient operations. He is a recognized expert in the nuclear industry, having overseen nuclear operations for major utilities and currently consulting on nuclear projects under development across the globe. In 2017, Mr. Sheppard was appointed to the board of directors of Ontario Power Generation, a generating company owned by the Province of Ontario, Canada, by the Ontario, Canada Minister of Energy. His experience provides valuable insight, knowledge, business acumen, and judgment that is valuable to our nuclear operations and is extremely helpful to the Board.

Business Experience:

  • Independent Consultant (January 2011 to present)
  • Senior Vice President and Chief Nuclear Officer, Southern California Edison, an electric utility (September 2010 to December 2010)
  • Independent Consultant (January 2010 to August 2010)
  • Chairman, President and CEO, STP Nuclear Operating Company (April 2003 to December 2009)
  • Senior positions, South Texas Project, Sequoyah Fuels Corp. and Robinson Nuclear Project (1990 to 2003)

Committees:

David A. Westerlund

Age 68
Director since 2007

Retired Executive Vice President, Administration and Corporate Secretary, Ball Corporation

Public Company Directorships:

  • None

Director Qualifications and Experience:

Mr. Westerlund has extensive experience in corporate governance and environmental and workforce issues, bringing valuable insight to the Board. Having served as a senior executive in a Fortune 500 company, he contributes leadership skills and business acumen to the Board. Mr. Westerlund was responsible for environmental health and safety, corporate compliance, security, real estate activities, and human resources, including labor and employee relations, and benefits while at Ball Corporation, and he brings extensive knowledge of compliance, corporate governance, compensation, and equal employment opportunity issues to the Board. He serves on the boards of a number of community organizations.

Business Experience:

  • Executive Vice President, Administration and Corporate Secretary, Ball Corporation, a supplier of metal packaging, aerospace and other technologies and services (2006 to September 2011)
  • Senior level positions with Ball Corporation prior to 2006

Committees:

Kim Williams

Age 63
Director since 2009

Retired Partner, Wellington Management Company LLP

Public Company Directorships:

  • Weyerhaeuser Corporation (2006 to present)
  • E.W. Scripps Co. (2006 to present)

Director Qualifications and Experience:

Ms. Williams brings extensive experience in leadership with a major investment management company, providing valuable and unique strategic insights to the Board. Her strong financial background is particularly valuable in our capital-intensive industry and she has been determined to be an audit committee financial expert by our Board. She brings extensive expertise in risk assessment and management that is valuable for our business. She is active in the community and does and has served as a trustee of a number of nonprofit and educational boards.

Business Experience:

  • Partner, Wellington Management Company, LLP, an investment and asset management company for institutional investors (1995 to 2005)
  • Leadership positions, Loomis, Sayles & Co., Inc., an investment management company, and Imperial Chemical Industries Pension Fund (prior to 1995)

Committees:

Timothy V. Wolf

Age 65
Director since 2007

President, Wolf Interests, Inc.

Public Company Directorships:

  • Rally Software Development Company (2011 to 2015)
  • Borders Group, Inc. (2009 to 2011)

Director Qualifications and Experience:

With a career as a senior executive in consumer products industries, Mr. Wolf brings strategic insight, business acumen and valuable experience to the Board. He served as Chief Financial Officer of a major corporation and contributes valuable experience in and knowledge of finance, reporting and governance. Having led both organizations and the integration of organizations, Mr. Wolf has a sound understanding of business risk and effective risk management oversight. He serves as a director of several nonprofit and educational organizations.

Business Experience:

  • President, Wolf Interests, Inc., an investment company (June 2010 to present)
  • Chief Integration Officer, MillerCoors Brewing Company LLC, a consumer beverage product company (2008 to June 2010)
  • Prior leadership positions including Global Chief Financial Officer with Molson Coors Brewing Company and Chief Financial Officer with Coors Brewing Company

Committees:

Daniel Yohannes

Age 66
Director since 2017

Former United States Ambassador to the Organization for Economic Cooperation and Development

Public Company Directorships:

  • Dow (nominated, expected directorship 4/1/2019)

Director Qualifications and Experience:

With extensive experience in banking and economic development, Mr. Yohannes provides valuable strategic insight and leadership skills. He was nominated by President Barack Obama to serve as the United States Ambassador to the Organization for Economic Cooperation and Development in 2014. Prior to his government service, Mr. Yohannes specialized in financial services and the renewable energy sector. He is passionate about protecting the environment and provides experience in effectively addressing environmental issues. Mr. Yohannes is active in his community and has served on various nonprofit boards and civil organizations.

Business Experience:

  • United States Ambassador and Permanent Representative to the Organization for Economic Cooperation and Development, including the International Energy Agency and the Nuclear Energy Agency (April 2014 to January 2017)
  • Chief Executive Officer, Millennium Challenge Corporation, an independent U.S. Government foreign aid agency (November 2009 to April 2014)

Committees:

Audit Committee

  • All members are financially literate and independent under the applicable Nasdaq and SEC requirements
  • Mr. O’Brien and Ms. Williams have been determined to be audit committee financial experts under the definition provided by the SEC
  • No member serves on the audit committees of more than three public boards
  • Oversees the financial reporting process, including the integrity of our financial statements, compliance with legal and regulatory requirements and our Code of Conduct, and the independence and performance of internal and external auditors.
  • Reviews the annual audited financial statements and quarterly financial information with management and the independent registered public accounting firm.
  • Appoints our independent registered public accounting firm.
  • Reviews with management the Company’s major financial risk exposures and the steps management has taken to monitor and control the exposures, including the Company’s risk assessment and risk management guidelines and policies.
  • Reviews the compliance risks and implementation and effectiveness of our compliance and business conduct program.
  • Reviews the scope and the planning of the annual audit with both the independent registered public accounting firm and internal auditors.
  • Reviews the findings and recommendations of both internal auditors and the independent registered public accounting firm and management’s response to those recommendations.
  • Prepares the report of the Audit Committee for the proxy statement.
Finance Committee

  • All members meet the Nasdaq standards for independence
  • Oversees corporate capital structure and budgets and recommends approval of major capital projects.
  • Oversees financial plans and key financial risks.
  • Oversees dividend policies and makes recommendations as to dividends.
  • Oversees insurance coverage and banking relationships.
  • Reviews investment objectives of our nuclear decommissioning trust and trusts for our employee benefit plans.
  • Oversees investor relations.
  • Reviews and recommends lines of new business.
Governance, Compensation and Nominating Committee (GCN)

  • All members meet the Nasdaq standards for independence
  • Determines Board organization, selection of director nominees and setting of director compensation.
  • Recommends Lead Independent Director and Board committee memberships.
  • Ensures effective CEO and Board succession planning.
  • Evaluates performance of the CEO.
  • Approves executive officer compensation, including incentives and other benefits.
  • Oversees compensation and governance-related risks.
  • Establishes corporate governance principles and procedures.
  • Oversees Company’s Code of Conduct policy.
  • Reviews the Company’s lobbying expenditures, contributions, and key lobbying activity and the related Company policy.
  • Reviews the Company’s workforce strategy and risks and the process for management development and long-range planning.
  • Reviews proxy disclosures regarding directors’ and executive officers’ compensation and benefits.
  • Prepares the Report of the Compensation Committee included in this proxy statement.
Operations, Nuclear, Environmental and Safety Committee (ONES)

  • All members meet the Nasdaq standards for independence
  • Oversees nuclear strategy, operations and performance, including the review of the results of reports and major inspections and evaluations.
  • Oversees the operating issues and performance of the Company’s significant electric and natural gas operations.
  • Reviews environmental strategy, compliance, performance issues and initiatives.
  • Reviews material risks relating to our nuclear operations and environmental and safety performance, as well as risks, performance and compliance with operations measures of our electric and natural gas systems.
  • Oversees physical and cyber security risks related to plants and operations.
  • Reviews safety performance, strategy and initiatives.
  • Regularly tours facilities and conducts meetings at key Company locations, including nuclear plants.
Leadership & Strategy
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Directors who hold or have held significant leadership positions provide the Company with valuable insights. These people generally possess strong leadership qualities as well as the ability to identify and develop those qualities in others. They demonstrate a practical understanding of strategy development and corporate governance, know how to create growth and value, and prioritize creating a strong corporate culture.

Each of our directors brings leadership and strategy experience to the Board. Specialized expertise includes:

Fortune 500 Company CEO Experience
(Davis, Fowke, O’Brien, Policinski, Prokopanko)
Legal, Governance, and Policy Expertise
(Fowke, O’Brien, Owens, Prokopanko, Westerlund, Williams, Wolf, Yohannes)
Human Resource Management and Executive Compensation Experience
(Casey, Davis, Fowke, O’Brien, Policinski, Prokopanko, Sampson, Sheppard, Westerlund, Williams)
Independence
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Director independence is a critical requirement for sound governance. We seek directors who bring a variety of skills, expertise, and experience to the board, including diversity of gender and race.

All directors, with the exception of Mr. Fowke, are independent.

Risk Management
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Effectively managing risk in a rapidly changing environment is critical to our success. Directors should have a sound understanding of the most significant risks facing the Company and the experience needed to provide effective oversight of risk management processes.

All directors have experience in identifying and executing processes to mitigate risk.

Finance
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Accurate financial reporting and auditing are critical to our success, and so we seek to have a number of directors who qualify as audit committee financial experts. Given the highly capital intensive nature of our business, we also seek directors who have experience overseeing large capital projects and complex financings.

Directors Davis, Fowke, O’Brien, Owens, Policinski, Prokopanko, Williams, Wolf and Yohannes bring this expertise to our Board. Specialized expertise includes:

Audit Committee Financial Expert
(O’Brien, Williams, Wolf)
Investment Oversight Expertise
(Davis, Fowke, O’Brien, Policinski, Prokopanko, Williams, Wolf, Yohannes)
Chief Financial Officer Experience
(Fowke, O’Brien, Wolf)
Regulated Industry
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Our industry is heavily regulated and directly affected by government actions. Our operations are complex, and addressing rapidly changing industry issues has strategic implications. As such, we seek directors with experience working closely with government agencies, working in highly regulated businesses, or with experience in industries that require extensive permitting and community engagement to conduct business.

Directors Davis, Fowke, O’Brien, Owens, Policinski, Prokopanko, Sheppard, Williams, and Yohannes have experience with companies where all or part of the business is highly requlated. Specific expertise includes:

Utility and Energy Sector Expertise
(Fowke, O’Brien, Owens, Sheppard, Yohannes)
Chief Nuclear Officer Experience
(Sheppard)
Government Experience
(Owens, Yohannes)
Environmental
mtb-skill-photoimg

The production of energy has environmental impacts, and how we address rapidly evolving environmental regulation is critical to our business. Directors with experience in addressing complex environmental regulations or siting major facilities bring valuable expertise to our Board.

Directors Fowke, O’Brien, Owens, Policinski, Prokopanko, Westerlund, Williams, and Yohannes have experience in environmental regulation or project siting.

Customer & Community
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Given the essential service we provide, understanding the needs and interests of stakeholders is critical. Directors with experience in customer-facing industries bring valuable expertise as we prepare for a more competitive energy market. Likewise, a keen understanding of community issues and interests is important, as our success is tied to the success of the communities we serve.

Each of our directors brings experience in this area, ranging from extensive community involvement through non-profit, business, and civic organizations, to specific expertise in consumer products industries. Specific experience includes:

Non-Profit Board Governance
(Casey, Davis, Fowke, O’Brien, Owens, Policinski, Prokopanko, Sampson, Sheppard, Westerlund, Williams, Wolf, Yohannes)
Consumer-Facing Business Experience
(Casey, Davis, Fowke, Policinski, Westerlund, Wolf)
 
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