BLACK HILLS CORP SD
For the period ended Mar 15, 2024. Filed Mar 15, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 15, 2024 · Filed Mar 15, 2024
Contents
Pay versus Performance
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosures regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
| Value of initial Fixed $100 Investment Based on: · Company-Selected Performance Measure | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Summary Compensation Table Total for Linden R. Evans (1) | Compensation Actually Paid to Linden R. Evans (1) (2) (3) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (1) (2) (3) | Total Shareholder Return | Peer Group Total Shareholder Return (4) | Net income (GAAP), in millions | EPS from ongoing operations, as adjusted (non-GAAP) | (5) | |
| 2023 | $5,639,002 | $1,951,347 | $1,186,100 | $631,015 | $79.38 | $91.30 | $276.0 | $3.93 | |
| 2022 | $4,486,548 | $4,506,289 | $1,208,492 | $1,224,584 | $99.15 | $101.15 | $270.8 | $3.97 | |
| 2021 | $4,440,908 | $5,151,457 | $1,318,764 | $1,453,664 | $96.19 | $117.12 | $251.3 | $3.74 | |
| 2020 | $4,221,114 | $3,055,790 | $1,565,573 | $1,003,991 | $80.92 | $98.84 | $242.8 | $3.73 | |
(1)
Linden R. Evans was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below:
| 2020 | 2021 | 2022 | 2023 |
| Richard W. Kinzley | Richard W. Kinzley | Richard W. Kinzley | Kimberly F. Nooney |
| Brian G. Iverson | Brian G. Iverson | Brian G. Iverson | Brian G. Iverson |
| Stuart A. Wevik | Stuart A. Wevik | Erik D. Keller | Marne M. Jones |
| Scott A. Buchholz | Erik D. Keller | Jennifer C. Landis | Erik D. Keller |
| Richard W. Kinzley | |||
(2)
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company's NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote (3) below.
(3)
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.
| Year · Summary Compensation Table Total for Linden R. Evans · Exclusion of Change in Pension Value for Linden R. Evans · Exclusion of Stock Awards for Linden R. Evans · Inclusion of Pension Service Cost for Linden R. Evans · Inclusion of Equity Values for Linden R. Evans · Compensation Actually Paid to Linden R. Evans | |||||||
|---|---|---|---|---|---|---|---|
| 2023 | $5,639,002 | $(35,493) | $(2,729,666) | $ | - | $(922,496) | $1,951,347 |
| Year · Average Summary Compensation Table Total for Non-PEO NEOs · Average Exclusion of Change in Pension Value for Non-PEO NEOs · Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs · Average Inclusion of Pension Service Cost for Non-PEO NEOs · Average Inclusion of Equity Values for Non-PEO NEOs · Average Compensation Actually Paid to Non-PEO NEOs | |||||||
|---|---|---|---|---|---|---|---|
| 2023 | $1,186,100 | $(5,828) | $(353,835) | $ | - | $(195,422) | $631,015 |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
| Year · Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Linden R. Evans · Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Linden R. Evans · Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Linden R. Evans · Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Linden R. Evans · Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Linden R. Evans · Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Linden R. Evans · Total - Inclusion of Equity Values for Linden R. Evans | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | $1,578,054 | $(2,654,316) | $ | - | $153,766 | $ | - | $ | - | $(922,496) |
| Year · Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs · Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs · Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs · Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs · Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs · Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Non-PEO NEOs · Total - Average Inclusion of Equity Values for Non-PEO NEOs | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | $204,554 | $(350,241) | $ | - | $12,605 | $(62,340) | $ | - | $(195,422) |
(4)
The Peer Group TSR set forth in this table utilizes the Edison Electric Institute Index (“EEI Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the EEI Index, respectively. All dollar values assume reinvestment of the pre-tax value of dividends paid by companies, where applicable, included in the EEI Index. Historical stock performance is not necessarily indicative of future stock performance.
(5)
We determined EPS from ongoing operations, as adjusted (non-GAAP) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. More information on EPS from ongoing operations, as adjusted can be found in the Short-Term Incentive section of Compensation Discussion and Analysis. This performance measure may not have been the most important financial performance measure for years 2022, 2021, and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years.
Relationship between Pay and Performance
The charts shown below present a graphical comparison of compensation actually paid to the PEO and the average compensation actually paid to the other NEOs set forth in the Pay Versus Performance table above, as compared against the following Company performance measures: (1) Total shareholder return (TSR); (2) Peer group TSR; (3) Net income; and (4) EPS from ongoing operations, as adjusted. As presented, the first chart below compares the Company's TSR and peer group TSR, assumes an initial investment of $100 on December 31, 2019, assumes all dividends were reinvested and depicts performance at the end of each applicable year.
Financial Performance Measures
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2023 to Company performance. The measures in this table are not ranked.
Most Important Performance Measures
EPS from ongoing operations, as adjusted (non-GAAP)
Net income
Total Shareholder Return
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.