Document

DEF 14A 1 bhc2022proxy.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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¨ Preliminary Proxy Statement

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¨ Soliciting Materials under §240.14a-12

Black Hills Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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BLACK HILLS CORPORATION

Notice of 2022

Annual Meeting of Shareholders

and Proxy Statement

(This page left blank intentionally.)

BLACK HILLS CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

WHEN:

WHERE:

Horizon Point

Tuesday, April 26, 2022

Company’s Corporate Headquarters

9:30 a.m., local time

7001 Mount Rushmore Road

Rapid City, South Dakota 57702

We are pleased to invite you to attend the annual meeting of shareholders of Black Hills Corporation.

In the event it is not possible to attend our annual meeting in person, we encourage you to listen to the webcast of the meeting online at https://blackhillsenergy.zoom.us/j/94414466894. Please note, if you attend online, you will not be able to vote your shares or submit questions. Accordingly, it is important that you vote your shares as instructed below.

Proposals:

1.Election of three directors in Class I: Kathleen S. McAllister, Robert P. Otto, and Mark A. Schober.

2.Ratification of Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2022.

3.Adoption of an advisory, non-binding resolution to approve our executive compensation.

4.Approval of the Black Hills Corporation Amended and Restated 2015 Omnibus Incentive Plan.

5.Any other business that properly comes before the annual meeting.

Record Date:

The Board of Directors set March 7, 2022 as the record date for the meeting. This means that our shareholders as of the close of business on that date are entitled to receive this notice of the meeting and vote at the meeting and any adjournments or postponements of the meeting.

How to Vote:

Your vote is very important. You may vote your shares by telephone, by the Internet or by returning the enclosed proxy. If you own shares of common stock other than the shares shown on the enclosed proxy, you will receive a proxy in a separate envelope for each such holding. Please vote each proxy received. To make sure that your vote is counted if voting by mail, you should allow enough time for the postal service to deliver your proxy before the meeting.

Sincerely,

/s/ AMY K. KOENIG

Amy K. Koenig

Vice President - Governance, Corporate Secretary and Deputy General Counsel

PROXY SUMMARY

BLACK HILLS CORPORATION OVERVIEW

We are a customer-focused energy solution provider that invests in our communities’ safety, sustainability and growth with a mission of Improving Life with Energy and a vision to be the Energy Partner of Choice. The Company’s core mission – and our primary focus – is to provide safe, reliable and cost-effective electric and natural gas service to 1.3 million utility customers in over 800 communities in eight states, including Arkansas, Colorado, Iowa, Kansas, Montana, Nebraska, South Dakota and Wyoming.

Items of Business to be Considered at the Annual Meeting


Proposal		Board Recommendation	Page
1	Election of Directors	þ FOR each Director Nominee	6
2	Ratification of Deloitte & Touche LLP to Serve as Independent Registered Public Accounting Firm for 2022	þ FOR	22
3	Advisory Non-Binding Resolution to Approve Executive Compensation	þ FOR	25
4	Approval of the Black Hills Corporation Amended and Restated 2015 Omnibus Incentive Plan	þ FOR	52

BOARD OF DIRECTORS

Director Nominees

Our Board of Directors is committed to oversight that promotes the long-term interests of our shareholders and other stakeholders. We believe this is best achieved with directors who bring a diverse and relevant set of skills, expertise, experiences and perspectives. Our Board is nominating three individuals for election at this annual meeting. The following table provides summary information about the nominees:

Name

Age

Director Since

Independent

Committee Membership

Other Public Boards

Kathleen S. McAllister

2019

Audit

Hoegh LNG Partners LP
TMC The Metals Company Inc.

Robert P. Otto

2017

Audit

None

Mark A. Schober

2015

Audit (Chair)

None

Proxy Summary ‖ 1

Director Skills and Demographics

Evans

Granger

Jensen

McAllister

Mills

Otto

Prochazka

Roberts

Schober

Taylor

Vering

Skills and Experience

Business Operations

Customer Service

Cybersecurity/Technology

ESG/Sustainability

Financial Acumen

Government/Regulatory

Health and Safety

Human Capital Management/ Compensation

Legal/Governance/Compliance

Mergers and Acquisitions

Risk Management

Strategic Planning

Utility Industry

Board Tenure

Years

Age

Years Old

Gender

Female

Male

Race/Ethnicity

African American/Black

White/Caucasian

OUR COMMITMENT TO SUSTAINABILITY

Our mission of Improving Life with Energy means we must be ready to make tomorrow even better than today. That is why we are committed to creating a cleaner energy future which builds upon our responsibility to provide the safe, reliable and cost-effective energy that improves our customers’ lives. By investing in the success of our employees, continually innovating, thoughtfully utilizing resources and keeping people at the core of our decision-making, we are dedicated to the sustainability of our Company, communities and planet.

Environmental, Social and Governance (ESG) Strategy and Oversight

We are continuously strengthening our sustainability strategy. We are building upon our success of delivering cost-effective energy for customers and strong returns for investors by seeking renewable energy growth opportunities, minimizing risk and responding to stakeholders’ evolving expectations. ESG and sustainability are inherently connected throughout our business and our ESG management is structured accordingly. Our Board of Directors oversees ESG, with management leadership from our CEO and executive steering committee, our dedicated department and our cross functional sustainability working group.

Proxy Summary ‖ 2

Responsibly Reducing Greenhouse Gas Emissions

Last year, we announced the following climate goals to reduce greenhouse gas emissions intensity:

Electric Utilities

Natural Gas Utilities

30% by 2020

33% by 2020

40% by 2030

50% by 2035

70% by 2040

* These goals are based on reduction in greenhouse gas emissions intensity since 2005.

We are well on our way to achieving these goals, with a 30 percent reduction - an additional 5 percent reduction since announcing our goal - in electric emissions and a 33 percent reduction in natural gas emissions to date.

Commitment to the Energy Transition

We are proud of our sustainability efforts and continue to pursue initiatives to enable the transition to a cleaner energy future, including:

•We formed, along with several other utilities in the western United States, the Western Markets Exploratory Group. The group plans to identify market solutions that can help achieve carbon reduction goals while supporting reliable, cost-effective service for customers.

•We submitted an integrated resource plan to the regulatory commissions in South Dakota and Wyoming. The preferred options for near-term planning through 2026 propose the following:

◦the conversion of our Neil Simpson II coal-fired power plant to natural gas in 2025;

◦the addition of up to 100 megawatts of new renewable generation; and

◦the consideration of up to 20 megawatts of battery storage.

•We joined Our Nation’s Energy Future, an industry coalition committed to reducing methane emissions to 1% or less of the natural gas value chain.

•We continue to advance our goal to electrify 20 percent of our on-road fleet by 2030.

•Horizon Point, our company headquarters in Rapid City, South Dakota, holds an EPA ENERGY STAR Certification indicating it meets strict energy performance standards set by the EPA.

We will continue executing our strategy of investing in cost-effective renewables and new technologies to further reduce our environmental impact across all states in which we operate, while continuing to deliver safe, reliable and cost effective energy to customers.

For additional information on our commitment to sustainability, you can review the following 2020 ESG reports on our website at www.blackhillsenergy.com/our-company/sustainability:

2020 Corporate Sustainability Report

2020 Edison Electric Institute ESG Disclosure

2020 American Gas Association ESG Disclosure

2020 Natural Gas Sustainability Initiative Disclosure

2020 Sustainability Accounting Standards Board Disclosure

Proxy Summary ‖ 3

EXECUTIVE COMPENSATION

We have an Executive Compensation Philosophy that establishes the framework our Compensation Committee applies in structuring compensation for our executive officers ("Named Executive Officers" or "NEOs"). The components of our executive pay program consist of a base salary, a short-term incentive plan, and long-term incentives. Our executive pay program aligns the interest of our Named Executive Officers with our stakeholders by tying incentive pay to achievement of performance metrics.


Variable	78	%	Variable	63	%
Linked to Share Value	57	%	Linked to Share Value	40	%

*Percentages may differ from above due to rounding.

The performance measures for our incentive compensation plans are discussed in greater detail on page 28 of the Proxy Statement. We also require our executive officers to hold a significant amount of our common stock (between 3 and 6 times the base salary) to further align their performance with the interest of our shareholders.

Our compensation practices and policies demonstrate the alignment between executive compensation and the interests of our stakeholders. Our shareholders share our confidence in our compensation philosophy as reflected by the support of shareholders owning 98 percent of the shares voted to approve our 2020 executive compensation at last year's annual meeting.

Proxy Summary ‖ 4

BLACK HILLS CORPORATION

7001 Mount Rushmore Road

Rapid City, South Dakota 57702

PROXY STATEMENT

A proxy in the accompanying form is solicited by the Board of Directors of Black Hills Corporation, a South Dakota corporation, to be voted at the annual meeting of our shareholders to be held Tuesday, April 26, 2022, and at any adjournment of the annual meeting.

The enclosed form of proxy, when executed and returned, will be voted as set forth in the proxy. Any shareholder signing a proxy has the power to revoke the proxy in writing, addressed to our secretary, or in person at the meeting at any time before the proxy is exercised.

We will bear all costs of the solicitation. In addition to solicitation by mail, our officers and employees may solicit proxies by telephone, fax, or in person. We have retained Georgeson LLC to assist us in the solicitation of proxies at an anticipated cost of $11,000.00, plus out-of-pocket expenses. Also, we will, upon request, reimburse brokers or other persons holding stock in their names or in the names of their nominees for reasonable expenses in forwarding proxies and proxy materials to the beneficial owners of stock.

This proxy statement and the accompanying form of proxy are to be first mailed on or about March 17, 2022. Our 2021 annual report to shareholders is being mailed to shareholders with this proxy statement.

VOTING RIGHTS AND PRINCIPAL HOLDERS

Only our shareholders of record at the close of business on March 7, 2022 are entitled to vote at the meeting. Our outstanding voting stock as of the record date consisted of 64,831,433 shares of our common stock.

Each outstanding share of our common stock is entitled to one vote. Cumulative voting is permitted in the election of directors in the same class.

TABLE OF CONTENTS


			Page
Commonly Asked Questions and Answers About the Annual Meeting Process			3

Proposal 1 - Election of Directors			6
Corporate Governance			12
Meetings and Committees of the Board			16
Director Compensation			18
Security Ownership of Management and Principal Shareholders			20

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm			22
Fees Paid to the Independent Registered Public Accounting Firm			23
Audit Committee Report			24

Proposal 3 - Advisory Vote on Our Executive Compensation			25
Executive Compensation			26
Compensation Discussion and Analysis			26
Report of the Compensation Committee			39
Summary Compensation Table			40
Grants of Plan Based Awards in 2021			42
Outstanding Equity Awards at Fiscal Year-End 2021			43
Option Exercises and Stock Vested During 2021			44
Pension Benefits for 2021			44
Nonqualified Deferred Compensation for 2021			46
Potential Payments Upon Termination or Change in Control			47
Pay Ratio for 2021			51

Proposal 4 - Approval of the Black Hills Corporation Amended and Restated 2015 Omnibus Incentive Plan			52

Transaction of Other Business			58
Shareholder Proposals for 2023 Annual Meeting			58
Shared Address Shareholders			58
Annual Report on Form 10-K			59
Notice Regarding Availability of Proxy Materials			59
Appendix A - Amended and Restated 2015 Omnibus Incentive Plan			A

COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING PROCESS

Who is soliciting my proxy?

The Board of Directors of Black Hills Corporation is soliciting your proxy.

Where and when is the annual meeting?

The annual meeting is at 9:30 a.m., local time, April 26, 2022 at Horizon Point, the Company’s corporate headquarters, 7001 Mount Rushmore Road, Rapid City, South Dakota.

Who can vote?

Holders of our common stock as of the close of business on the record date, March 7, 2022, can vote at our annual meeting. Each share of our common stock has one vote for Proposals 2, 3, and 4. Related to Proposal 1, Election of Directors, cumulative voting is permitted in the election of directors in the same class.

How do I vote?

There are three ways to vote by proxy:

•by calling the toll free telephone number on the enclosed proxy;

•by going to the website identified on the enclosed proxy; or

•by returning the enclosed proxy in the envelope provided.

You may be able to vote by telephone or over the Internet if your shares are held in the name of a bank or broker. If this is the case, you will need to follow their instructions.

What constitutes a quorum?

Shareholders representing at least 50 percent of our common stock issued and outstanding as of the record date must be present at the annual meeting, either in person or by proxy, for there to be a quorum. Abstentions and broker non-votes are counted as present for establishing a quorum. A broker non-vote occurs when a broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker or nominee does not have discretionary voting power and has not received instructions from the beneficial owner.

What am I voting on and what is the required vote for the proposals to be adopted?

The required vote and method of counting votes for the various business matters to be considered at the annual meeting are described in the table below. If you sign and return your proxy card without indicating your vote, your shares will be voted in accordance with the Board recommendations as set forth below.

Item of Business

Board
Recommendation

Voting Approval Standard

Effect of Abstention

Effect of Broker
Non-Vote

Proposal 1:

FOR
election of each director nominee

The three nominees with the most "FOR" votes are elected to their respective classes.

No effect

Election of Directors

If a nominee receives more "WITHHOLD AUTHORITY" votes than "FOR" votes, the nominee must submit a resignation for consideration by the Governance Committee and final Board decision.

Proposal 2:

FOR

The votes cast "FOR" must exceed the votes cast "AGAINST".

No effect

Not applicable; broker may vote shares without instruction

Ratification of Appointment of Independent Registered Public Accounting Firm

Proposal 3:

FOR

The votes cast "FOR" must exceed the votes cast "AGAINST".

No effect

Advisory Vote to Approve Executive Compensation

This advisory vote is not binding on the Board, but the Board will consider the vote results when making future executive compensation decisions.

Proposal 4:

FOR

The majority of votes present in person or represented by proxy and entitled to vote.

No effect

Approval of the Black Hills Corporation Amended and Restated 2015 Omnibus Incentive Plan

Is cumulative voting permitted for the election of directors?

In the election of directors, you may cumulate your vote. Cumulative voting allows you to allocate among the director nominees in the same class, as you see fit, the total number of votes equal to the number of director positions to be filled multiplied by the number of shares you hold. For example, if you own 100 shares of stock, and there are three directors to be elected in a class at the annual meeting, you could allocate 300 “For” votes (three times 100) among as few or as many of the three nominees to be voted on at the annual meeting as you choose.

If you choose to cumulate your votes, you will need to submit a proxy card or a ballot and make an explicit statement of your intent to cumulate your votes, either by indicating in writing on the proxy card or by indicating in writing on your ballot when voting at the annual meeting. If you hold shares beneficially in street name and wish to cumulate votes, you should contact your broker, trustee or nominee.

How will my shares be voted if they are held in a broker’s name?

If you hold your shares through an account with a bank or broker, the bank or broker may vote your shares on some matters even if you do not provide voting instructions. Brokerage firms have the authority under the New York Stock Exchange ("NYSE") rules to vote shares on certain matters (such as the ratification of auditors) when their customers do not provide voting instructions. However, on most other matters when the brokerage firm has not received voting instructions from its customers, the brokerage firm cannot vote the shares on that matter and a “broker non-vote” occurs. This means that brokers may not vote your shares on the election of directors, the “say on pay” advisory vote and the vote to approve the Amended and Restated 2015 Omnibus Incentive Plan if you have not given your broker specific instructions as to how to vote. Please be sure to give specific voting instructions to your broker so that your vote can be counted.

What should I do now?

You should vote your shares by telephone, over the Internet or by returning your signed and dated proxy card in the enclosed envelope as soon as possible so that your shares will be represented at the annual meeting.

Who will count the vote?

Representatives of our transfer agent, Equiniti Trust Company, will count the votes and serve as judges of the election.

Who conducts the proxy solicitation and how much will it cost?

We are asking for your proxy for the annual meeting and will pay all the costs of asking for shareholder proxies. We have hired Georgeson LLC to help us send out the proxy materials and ask for proxies. Georgeson LLC’s fee for these services is anticipated to be $11,000 plus out-of-pocket expenses. We can ask for proxies through the mail, by telephone or in person. We can use our directors, officers and employees to ask for proxies. These people do not receive additional compensation for these services. We will reimburse brokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding solicitation material to the beneficial owners of our common stock.

Can I revoke my proxy?

Yes. You can change your vote in one of four ways at any time before your proxy is used. First, you can enter a new vote by telephone or Internet. Second, you can revoke your proxy by written notice. Third, you can send a later dated proxy changing your vote. Fourth, you can attend the meeting and vote in person.

Who should I call with questions?

If you have questions about the annual meeting, you should call Amy K. Koenig, Vice President - Governance, Corporate Secretary and Deputy General Counsel, at (605) 721-1700.

When are the shareholder proposals due for the 2023 annual meeting?

In order to be considered for inclusion in our proxy materials, you must submit proposals for next year’s annual meeting in writing to our Corporate Secretary at our corporate headquarters at 7001 Mount Rushmore Road, P.O. Box 1400, Rapid City, South Dakota 57709, on or prior to November 17, 2022.

A shareholder who intends to submit a proposal for consideration, but not for inclusion in our proxy materials, must provide written notice to our Corporate Secretary in accordance with Article I, Section 9 of our Bylaws. In general, our Bylaws provide that the written notice must be delivered not less than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of shareholders. Our 2023 annual meeting is scheduled for April 25, 2023. Ninety days prior to the first anniversary of this date will be January 26, 2023, and 120 days prior to the first anniversary of this date will be December 27, 2022.

PROPOSAL 1

ELECTION OF DIRECTORS

Our Board is nominating three individuals for election as directors at this annual meeting. All of the nominees are currently serving as our directors. In accordance with our Bylaws and Article VI of our Articles of Incorporation, members of our Board of Directors are elected to three classes of staggered terms consisting of three years each, and until their successors are duly elected and qualified. At this annual meeting, three directors will be elected to Class I for a term of three years until our annual meeting in 2025.

Nominees for director at the annual meeting are Kathleen S. McAllister, Robert P. Otto, and Mark A. Schober. Our Bylaws require a minimum of nine directors. The Board has set the size of the Board at 10 directors effective at the annual meeting in connection with one director retirement occurring at that time.

Pursuant to our Bylaws, directors must resign from the Board at the annual meeting after attaining 72 years of age. Accordingly, Mr. Vering, who turned 72 in 2021, will resign effective at this annual meeting.

If, at the time of the annual meeting, any nominees are unable to stand for election, the Board of Directors may designate a substitute or reduce the number of directors to no less than nine. In that case, shares represented by proxies may be voted for a substitute director nominated by the Board. We do not expect that any nominee will be unavailable or unable to serve.

The Board and the Governance Committee believe that the combination of the various qualifications, skills and experiences of the directors contribute to an effective and well-functioning Board, and that, individually and as a whole, the directors possess the necessary qualifications to provide effective oversight of the business and quality advice to the Company’s management. Included in each director’s biography below is an assessment of the specific qualifications, attributes, skills and experience that have led to the conclusion that each individual should serve as a director in light of our current business and structure.

The Board of Directors recommends a vote FOR the election of the following nominees:


Director Nominee	Class	Year Term Expiring
Kathleen S. McAllister	I	2025
Robert P. Otto	I	2025
Mark A. Schober	I	2025

DIRECTOR SKILLS AND EXPERIENCE


	Linden R. Evans	Outside Directorships:
	President and Chief Executive Officer of the Company	None
	Director since: 2018
	Director Class: III, term expiring in 2024
	Age: 59
Summary:
Mr. Evans has been President and Chief Executive Officer of the Company since January 1, 2019. He previously served as President and Chief Operating Officer from 2016 to 2018, and President and Chief Operating Officer – Utilities from 2004 to 2015. He began his career with Black Hills Corporation in 2001 as Corporate Counsel. Prior to joining the Company, Mr. Evans was a mining engineer and an attorney specializing in environmental and corporate legal matters.
Skills and Qualifications:
business operations, customer service, ESG/sustainability, health and safety, legal/governance/compliance, risk management, strategic planning, utility industry


	Barry M. Granger	Standing Board Committees:
	Managing Partner and Co-Founder of B3 Technology Investments	Audit Committee
	Director since: 2020
	Director Class: III, term expiring in 2024	Outside Directorships:
	Age: 62	None
Summary:
Mr. Granger has over 35 years of experience in the chemical, materials and industrial markets. He is the Managing Partner of B3 Technology Investments, a consulting firm he founded in 2018. He held roles as Vice President of Government Marketing and Government Affairs at DuPont from 2010 to 2017 and Vice President and General Manager, Tyvek® from 2007 to 2010. Early in his career, he served as the Executive Assistant to the Chairman and CEO of DuPont. He has held a variety of leadership positions with increasing responsibilities in operations, product management, sales and marketing.
Skills and Qualifications:
business operations, financial acumen, government/regulatory, health and safety, legal/governance/compliance, risk management, strategic planning


	Tony A. Jensen	Standing Board Committees:
	Retired Director, President and Chief Executive Officer of Royal Gold, Inc.	Compensation Committee
	Director since: 2019
	Director Class: III, term expiring in 2024	Outside Directorships:
	Age: 59	None
Summary:
Mr. Jensen has over 35 years of experience in the mining and mining finance industries. From 2003 until his retirement in 2019, Mr. Jensen served in several leadership roles at Royal Gold, Inc., a public precious metals company, including Director, President and Chief Executive Officer from 2006 to 2019, and Chief Operating Officer from 2003 to 2006. Prior to 2003, he held progressively more responsible roles in engineering, finance, strategic growth, safety, environmental excellence, and operational efficiency.
Skills and Qualifications:
business operations, financial acumen, health and safety, human capital management/compensation, mergers and acquisitions, risk management, strategic planning


	Kathleen S. McAllister	Standing Board Committees:
	Retired Director, President and Chief Executive Officer of Transocean Partners LLC	Audit Committee
	Director since: 2019
	Director Nominee Class: I, term expiring in 2025	Outside Directorships:
	Age: 57	Hoegh LNG Partners LP (since 2017) TMC The Metals Company Inc. (since 2022)
Summary:
Ms. McAllister has over 30 years of experience in diverse leadership roles with global, capital intensive companies in the energy value chain. She served as Director, President and Chief Executive Officer from 2014 to 2016 and as Chief Financial Officer in 2016 of Transocean Partners LLC, an international provider of offshore contract drilling services for oil and gas wells. She held the roles of Vice President and Treasurer from 2011 to 2014 of Transocean Ltd. Prior to 2011, she served in roles with increasing responsibility in finance, information technology, tax and treasury. Ms. McAllister is a National Association of Corporate Directors Board Fellow and a Certified Public Accountant. She is a Board Member of Hoegh LNG Partners LP and TMC The Metals Company Inc., and was previously a Board Member of Maersk Drilling (2017 to 2019), where she chaired the Audit and Risk Committee.
Skills and Qualifications:
business operations, cybersecurity/technology, ESG/sustainability, financial acumen, health and safety, legal/governance/compliance, risk management, strategic planning


	Steven R. Mills	Standing Board Committees:
	Chairman of the Board Retired Public Company Financial Executive	Governance Committee
	Director since: 2011
	Director Class: III, term expiring in 2024	Outside Directorships:
	Age: 66	Amyris, Inc. (since 2018)
Summary:
Mr. Mills has more than 40 years of experience in the fields of accounting, corporate finance, strategic planning, risk management, and mergers and acquisitions. He is a member of the Board of Directors of Amyris, Inc., a renewable products company, where he serves as Chair of the Audit Committee and as a member of the Leadership, Development, Inclusion and Compensation Committee. Mr. Mills is also a consultant and advisor to Arianna S.A., a European-based specialized investment fund. Previously, Mr. Mills served as Chief Financial Officer of Amyris, Inc. from 2012 to 2013. Prior to joining Amyris, he had a 33-year career at Archer Daniels Midland Company, one of the world’s largest agricultural processors and food ingredient providers, where he held various senior executive roles, including Senior Executive Vice President Performance and Growth, Chief Financial Officer, Controller, and Senior Vice President Strategic Planning.
Skills and Qualifications:
financial acumen, mergers and acquisitions, risk management, strategic planning


	Robert P. Otto	Standing Board Committees:
	Owner of Bob Otto Consulting LLC	Audit Committee
	Director since: 2017
	Director Nominee Class: I, term expiring in 2025	Outside Directorships:
	Age: 62	None
Summary:
Since 2017, Mr. Otto has provided strategic planning and advisory services in cybersecurity and intelligence. With 34 years of U.S. Air Force service, he served as a general officer from 2008 to 2016, culminating as lieutenant general and the Deputy Chief of Staff for Intelligence. He was directly responsible for intelligence policy, planning, implementation, oversight, and leadership of a 27,000-person workforce.
Skills and Qualifications:
cybersecurity/technology, financial acumen, risk management, strategic planning


	Scott M. Prochazka	Standing Board Committees:
	Former Board Member, President and Chief Executive Officer of CenterPoint Energy	Compensation Committee
	Director since: 2020
	Director Class: II, term expiring in 2023	Outside Directorships:
	Age: 56	Peridot Acquisition Corp. II (since January 2021) Li-Cycle Holdings Corp. (since August 2021)
Summary:
Mr. Prochazka served as Board Member, President and Chief Executive Officer of CenterPoint Energy, a public energy delivery company with electric transmission and distribution, power generation and natural gas distribution operations, from 2014 until his retirement in 2020. Prior to that he was Chief Operating Officer from 2012 to 2013, Senior Vice President of Electric Business from 2011 to 2012, and Vice President of Gas Business Unit from 2009 to 2011. He held other management positions including Vice President Customer Care and Support Services and Vice President Texas Gas Region. Before his time at CenterPoint Energy, Mr. Prochazka held roles of increasing responsibility at Dow Chemical. Mr. Prochazka was a Board Member of Enable Midstream Partners, LP from 2014 through 2020, and Chairman from 2015 through 2017. Mr. Prochazka was previously a Board Member of Peridot Acquisition Corporation where he served on the Audit and Compensation Committees. He was recently appointed to the Board of Directors of Peridot Acquisition Corp. II where he serves on the Audit and Compensation Committees, and Li-Cycle Holdings Corp.(successor to Peridot Acquisition Corporation) where he chairs the Audit Committee and serves on the Health, Safety, Environmental, Quality & Technical Committee.
Skills and Qualifications:
business operations, customer service, financial acumen, government/regulatory, health and safety, human capital management/compensation, risk management, strategic planning, utility industry


	Rebecca B. Roberts	Standing Board Committees:
	Retired President of Chevron Pipe Line Company	Compensation Committee Governance Committee (Chair)
	Director since: 2011
	Director Class: II, term expiring in 2023	Outside Directorships:
	Age: 69	AbbVie, Inc. (since 2018) MSA Safety, Inc. (since 2013)
Summary:
Ms. Roberts has over 35 years of experience in the energy industry, including managing pipelines in North America and global pipeline projects, and managing a portfolio of power plants in the United States, Asia, and the Middle East. From 2006 until her retirement in 2011, Ms. Roberts served as the President of Chevron Pipe Line Company, a pipeline company transporting crude oil, refined petroleum products, liquefied petroleum gas, natural gas, and chemicals within the United States. From 2003 until 2006, she was the President of Chevron Global Power Generation. She has also served on the Board of Enbridge, Inc., from 2015 to 2018. Ms. Roberts is a member of the Board of Directors of Abbvie, Inc. and MSA Safety, Inc., where she serves as the Chair of the Compensation Committee.
Skills and Qualifications:
business operations, ESG/sustainability, financial acumen, health and safety, human capital management/compensation, risk management, strategic planning


	Mark A. Schober	Standing Board Committees:
	Retired Senior Vice President and Chief Financial Officer of ALLETE, Inc.	Audit Committee (Chair)
	Director since: 2015
	Director Nominee Class: I, term expiring in 2025	Outside Directorships:
	Age: 66	None
Summary:
Mr. Schober has more than 35 years of experience in the utility and energy industry. Beginning in 2006 and concluding with his retirement in 2014, Mr. Schober served as the Senior Vice President and Chief Financial Officer of ALLETE, Inc. His extensive industry experience in the upper Midwest provides expertise in the regulated business model and the unique challenges of the geographic and regulatory environment in which we operate.
Skills and Qualifications:
financial acumen, government/regulatory, risk management, strategic planning, utility industry


	Teresa A. Taylor	Standing Board Committees:
	Chief Executive Officer of Blue Valley Advisors, LLC	Compensation Committee (Chair) Governance Committee
	Director since: 2016
	Director Class: II, term expiring in 2023	Outside Directorships:
	Age: 58	T-Mobile USA, Inc. (since 2013)
Summary:
Ms. Taylor has over 30 years of experience in technology, media, and the telecom sectors. She has been the Chief Executive Officer of Blue Valley Advisors, LLC, a consulting firm that she founded, since 2011. She was the Chief Operating Officer of Qwest Communications, Inc., a telecommunications carrier, from 2009 to 2011, where she led the daily operations and a senior management team responsible for 30,000 employees in field support, technical development, sales, marketing, customer support and information technology systems. She is a member of the Board of Directors of T-Mobile USA, Inc. She previously served on the Board of NiSource, a public utility company from 2012 to 2015, Columbia Pipeline Group, Inc. from 2015 to 2016, and First Interstate BancSystem, Inc. from 2012 to 2020.
Skills and Qualifications:
business operations, customer service, cybersecurity/technology, human capital management/compensation, risk management, strategic planning


	John B. Vering	Standing Board Committees:
	Partner of Vering Feed Yards LLC Retired Managing Director of Lone Mountain Investments, Inc.	Audit Committee Governance Committee
	Director since: 2005
	Director Class: II, term expiring in 2023	Outside Directorships:
	Age: 72	None
Summary:
Mr. Vering has over 30 years of experience in the oil and gas industry, including direct operating experience in oil and gas transportation and marketing. From 2002 until his retirement in 2019, Mr. Vering was the Managing Director of Lone Mountain Investments, Inc., an oil and gas investment firm. Prior to this role, Mr. Vering had a 23-year career with Union Pacific Resource Company in several positions of increasing responsibility including Vice President of Canadian Operations. Mr. Vering has been a partner in Vering Feed Yards, LLC, a privately-owned agricultural company, since 2010.
Skills and Qualifications:
business operations, financial acumen, health and safety, risk management, strategic planning

CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our Board of Directors has adopted “Corporate Governance Guidelines of the Board of Directors,” which guide the operation of our Board and assist the Board in fulfilling its obligations to shareholders and other constituencies. The guidelines lay the foundation for the Board’s responsibilities, operations, leadership, organization and committee matters. The Governance Committee reviews the guidelines annually, and the guidelines may be amended at any time, upon recommendation by the Governance Committee and approval of the Board. These guidelines can be found in the “Governance” section of our website (www.blackhillscorp.com/investor-relations/corporate-governance).

Board Leadership Structure

Following the May 1, 2020 retirement of our former Executive Board Chairman David R. Emery, Steven R. Mills, an independent director, was appointed Chairman of the Board. As Chairman, Mr. Mills leads our Board in the performance of its duties by working with the CEO to establish meeting agendas, facilitating board meetings and executive sessions, and collaborating with the Board to annually evaluate the performance of the CEO.

As provided in our Corporate Governance Guidelines, the Board does not have a policy on whether or not the roles of Chairman and CEO should be separate or combined. The Governance Committee annually reviews the appropriate leadership structure for the Company and recommends a Chairman for Board approval. While

SEC Form DEF 14A filed by Black Hills Corporation