☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Stanton Tower
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||
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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☒ |
Accelerated filer
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☐ | |
Non-accelerated filer
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☐ |
Smaller reporting company
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Emerging growth company
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Item 10. |
Directors, Executive Officers of the Registrant and Corporate Governance
|
Name
|
Age
|
Current Position and Business Experience
|
||
Adrian J. Rodriguez
|
42
|
Interim CEO, General Counsel and Assistant Secretary since July 2019; Senior Vice President, General Counsel and Assistant Secretary from September 2017 to
July 2019; Vice President, General Counsel and Assistant Secretary from May 2017 to September 2017; Principal Attorney from July 2016 to May 2017; Senior Attorney from November 2014 to July 2016; Staff Attorney from April 2013 to November
2014.
|
||
Nathan T. Hirschi
|
56
|
Senior Vice President and Chief Financial Officer since October 2013; Vice President-Controller from March 2010 to October 2013.
|
||
Elaina L. Ball
|
45
|
Senior Vice President and Interim Chief Operating Officer since July 2019; Senior Vice President and Chief Administrative Officer from April 2018 to July 2019.
Chief Operating Officer from November 2016 to April 2018; Interim Chief Operating Officer from December 2015 to October 2016; Vice President Power Production from October 2013 to December 2015; Plant Manager from September 2012 to October
2013 for Austin Energy, City of Austin, Texas.
|
||
Steven T. Buraczyk
|
53
|
Senior Vice President-Operations since October 2013; Vice President-Regulatory Affairs from April 2013 to October 2013; Vice President-Power Marketing and
Fuels and Resource and Delivery Planning from August 2012 to April 2013; Vice President-System Operations & Planning from January 2011 to August 2012; Vice President-Power Marketing & Fuels from July 2008 to January 2011.
|
||
Rocky R. Miracle
|
67
|
Senior Vice President, Corporate Development and Chief Compliance Officer since May 2017; Senior Vice President of Corporate Services and Chief Compliance
Officer from December 2015 to May 2017; Senior Vice President, Corporate Planning and Development and Chief Compliance Officer from September 2014 to December 2015; Senior Vice President, Corporate Planning and Development from August 2009
to September 2014.
|
||
Russell G. Gibson
|
67
|
Vice President, Controller since September 2014. Chief Financial Officer from June 2006 to September 2014 for ReadyOne Industries, Inc.
|
Item 11. |
Executive Compensation
|
• |
Attract, motivate, and retain highly qualified executives by providing a comprehensive and market‑competitive compensation program;
|
• |
Encourage superior levels of performance by linking a significant amount of executive pay to the financial results and operating performance of the Company; and
|
• |
Motivate our executive team to successfully execute our business strategy, achieve the Company's long-term goals, and ensure focus on long-term shareholder return.
|
Mary E. Kipp
|
Former President and CEO
|
|
Adrian J. Rodriguez
|
Interim CEO, General Counsel and Assistant Secretary (“Interim CEO”)
|
|
Nathan T. Hirschi
|
Senior Vice President and Chief Financial Officer
|
|
Elaina L. Ball
|
Senior Vice President and Interim Chief Operations Officer
|
|
Steven T. Buraczyk
|
Senior Vice President, Operations
|
|
Rocky R. Miracle
|
Senior Vice President, Corporate Development and
Chief Compliance Officer
|
• |
In 2019, the Company achieved several significant milestones under our Interim CEO, Adrian J. Rodriguez, our former President and CEO, Mary E. Kipp, and the leadership team.
|
• |
On September 19, 2019, the Company received shareholder approval, with a 99.61% approval vote, for the merger (the “Merger”) of a wholly-owned subsidiary of Sun Jupiter Holdings LLC (“Sun Jupiter”), an affiliate of the Infrastructure Investments Fund, a private investment vehicle advised by a dedicated infrastructure investment
group within J.P. Morgan Investment Management Inc., into the Company. Upon consummation of the Merger, the Company’s common stock will no longer be listed for trading and the Company will become a wholly-owned subsidiary of Sun Jupiter.
|
• |
During the third quarter of 2019, the Company set a new record for the most megawatt-hour retail sales recorded in any quarter.
|
• |
The Company also set a new record peak demand of 1,985 MW, which was 2.6% higher than the peak established in June 2017.
|
• |
On October 1, 2019, the Company issued a request for proposals (“RFP”) for an Advanced Metering Infrastructure system, which will improve customer service and reliability, provide
better customer programs and services, and spur greater sustainability and regional economic development. Bidder selection is tentatively scheduled for second quarter 2020.
|
• |
Contracts were awarded for approximately 206,000 MWh of renewable energy to comply with the New Mexico Renewable Portfolio Standard and New Mexico’s Energy Transition Act and to
begin operation in May 2022.
|
• |
On October 15, 2019, the Company finalized a new four-year collective bargaining agreement with IBEW Local 960.
|
• |
Newman Power Plant was awarded the 2019 Innovation Project of the Year by Ovation Users’ Group for control system upgrades.
|
• |
The Company received the 2019 Corporation of the Year Award from the Southwest Minority Supplier Development Council and the Energy Star Certified Homes Market Leader Award.
|
• |
The Company was awarded its first J.D. Power Award for Customer Satisfaction with Business Electric Service in the West among Midsize Utilities.
|
• |
Our executive compensation philosophy is based on pay-for-performance, and our executive compensation program relies on three primary components of compensation for all officers
including our NEOs:
|
• |
Base salary;
|
• |
Short-term incentive compensation, currently awarded through an annual cash performance‑based bonus plan with annual payouts in cash; and
|
• |
Long-term incentive equity-based compensation, currently awarded in a combination of time-vested restricted stock awards and performance shares. This long-term compensation
opportunity is heavily weighted on relative share price performance against our utility peers, with performance shares comprising a majority (67%) of each annual long-term award.
|
• |
Our Annual Cash Bonus Plan (“ACBP”) is an all-employee plan that measures performance against a variety of financial and operational metrics with a mix of 50% financial and 50%
operational measures. We consider this to be an appropriate mix of measures that balances financial and operational performance to properly motivate our employees and align our executives and all employees' interests with those of our
shareholders.
|
• |
For 2019, the results of our ACBP were determined to be at Maximum performance for our Earnings Per Share (“EPS”) goal, our Controllable Operations and Maintenance ("O&M")
Expense, and our Customer Survey metric. Our Call Center Performance reached Target and the System Reliability metric of SAIDI was between Threshold and Target. The System Reliability metric of SAIFI and our Power Generation measurements
were between Target and Maximum. As a result of the Company’s performance the NEOs on average were awarded 160% of target bonus.
|
• |
Our performance-based long-term equity awards are determined based on relative Total Shareholder Return ("TSR") performance versus a peer group of twenty-eight regulated utilities
in the Edison Electric Institute Index, including the Company, over a three‑year period.
|
• |
The three-year performance period for our 2017 performance-based equity awards ended on December 31, 2019. Our relative TSR versus our peer group ranked at the 67th
percentile and accordingly, 150% of the target level of performance shares granted in 2017 vested in accordance with the terms of the LTIP. This result further demonstrates alignment of our compensation program with our pay-for-performance
philosophy and with shareholder interests.
|
• |
An executive compensation study covering market competitive practices for base salary, short‑term incentives, long-term incentives, benefits, and perquisites for all executives of
the Company, including the Interim CEO, using an approved peer group and published compensation surveys.
|
• |
A report on the market competitiveness of our Interim CEO’s compensation and recommendations for the Interim CEO’s compensation arrangements for the upcoming year.
|
• |
Regular updates on emerging compensation and governance trends, developments, and best practices at scheduled Compensation Committee meetings.
|
• |
A review and comment on compensation disclosures, including this CD&A.
|
• |
Ad hoc support as requested on issues directly related to the Compensation Committee’s scope of duties and responsibilities such as attraction and retention issues and incentive
plan design including performance measures and goal setting.
|
• |
Comprehensive review of our executive compensation plans, programs, and policies.
|
• ALLETE,
Inc.
|
• NorthWestern
Corporation
|
• Avista
Corporation
|
• OGE Energy
|
• Black Hills
Corporation
|
• Otter Tail Corporation
|
• Hawaiian
Electric
|
• PNM
Resources, Inc.
|
• IDACORP,
Inc.
|
• Portland
General Electric Company
|
• MGE Energy, Inc.
|
• Unitil
Corporation
|
• |
Base salary;
|
• |
Short‑term incentive compensation, currently awarded through an annual cash performance-based bonus plan; and
|
• |
Long-term incentive equity compensation, currently awarded in a combination of time‑vested restricted stock awards and performance shares.
|
2019 Base Salary Changes for NEOs
|
||||||||||||
Annual Base Salary
|
||||||||||||
Name and Principal Position
|
2018
|
2019
|
Percent Change
|
|||||||||
Mary E. Kipp
|
$
|
725,000
|
$
|
760,000
|
4.80
|
%
|
||||||
President and Chief Executive Officer (through 08/01/19)
|
||||||||||||
Adrian J. Rodriguez
|
$
|
360,000
|
$
|
400,000
|
11.10
|
%
|
||||||
Interim Chief Executive Officer, General Counsel and Assistant Secretary (08/01/19)*
|
||||||||||||
Nathan T. Hirschi
|
$
|
400,000
|
$
|
412,000
|
3.00
|
%
|
||||||
Senior Vice President and Chief Financial Officer
|
||||||||||||
Elaina Ball
|
$
|
300,000
|
$
|
375,000
|
25.0
|
%
|
||||||
Senior Vice President and Interim Chief Operations Officer **
|
||||||||||||
Steven T. Buraczyk
|
$
|
345,000
|
$
|
345,000
|
0.0
|
%
|
||||||
Senior Vice President, Operations
|
||||||||||||
Rocky Miracle
|
$
|
335,000
|
$
|
340,000
|
1.50
|
%
|
||||||
Senior Vice President, Corporate Development and Chief Compliance Officer
|
2019 Annual Cash Bonus Plan Award Opportunity
|
|||||||||||
Name and Principal Position
|
Threshold
(% of Target)
|
Target
(% of Base Salary)
|
Maximum
(% of Target)
|
||||||||
Mary E. Kipp
|
28
|
90
|
200
|
||||||||
President and Chief Executive Officer
|
|||||||||||
Adrian J. Rodriguez
|
18
|
55
|
182
|
||||||||
Interim Chief Executive Officer, General Counsel and Assistant Secretary
|
|||||||||||
Nathan T. Hirschi
|
18
|
55
|
182
|
||||||||
Senior Vice President and Chief Financial Officer
|
|||||||||||
Elaina Ball
|
18
|
55
|
182
|
||||||||
Senior Vice President and Interim Chief Operations Officer
|
|||||||||||
Steven T. Buraczyk
|
20
|
50
|
180
|
||||||||
Senior Vice President, Operations
|
|||||||||||
Rocky R. Miracle
|
22
|
45
|
178
|
||||||||
Senior Vice President, Corporate Development and
|
|||||||||||
Chief Compliance Officer
|
• |
Financial performance measured by EPS and Controllable O&M Expense; and
|
• |
Operational performance, measured by a combination of Customer Satisfaction, and System Reliability goals.
|
2019 Annual Cash Bonus Plan
|
|||||||||||||||||||||||||||
Performance Goals
|
Performance Result
|
||||||||||||||||||||||||||
Metric
|
Weighting (%)
|
Threshold
|
Target
|
Maximum
|
Actual Result
|
Final Payout
(as % of Target Bonus)
|
|||||||||||||||||||||
Interim-
CEO
|
Other NEOs
(averaged)
|
||||||||||||||||||||||||||
Earnings Per Share
|
33
|
$
|
2.05
|
$
|
2.28
|
$
|
2.51
|
$
|
2.51
|
59.9
|
61.4
|
||||||||||||||||
Controllable O&M
|
17
|
$
|
206.2
|
M
|
$
|
202.1
|
M
|
$
|
198.1
|
M
|
$
|
197.5
|
M
|
30.9
|
31.6
|
||||||||||||
Customer Satisfaction
|
|||||||||||||||||||||||||||
Customer Survey
|
10
|
78
|
81
|
84
|
84
|
18.2
|
18.6
|
||||||||||||||||||||
Call Center Performance
|
10
|
70
|
%
|
80
|
%
|
90
|
%
|
80
|
%
|
10.0
|
10.3
|
||||||||||||||||
Reliability-SAIDIF&O
|
10
|
86.6 min
|
66.7 min
|
53.4 min
|
69.2 min
|
9.0
|
9.3
|
||||||||||||||||||||
Reliability-SAIFIENP
|
10
|
0.94
|
0.72
|
0.62
|
0.67
|
14.1
|
14.5
|
||||||||||||||||||||
Power Generation EAF
|
10
|
88.0
|
%
|
91.0
|
%
|
94.0
|
%
|
92.5
|
%
|
14.1
|
14.5
|
||||||||||||||||
TOTAL
|
100
|
156.2
|
160.2
|
2019 Annual Cash Bonus Plan Payouts to NEOs
|
||||||||||||||||
Name
|
Target Incentive Opportunity
|
Annual Cash Bonus Paid
|
||||||||||||||
(% of Base Salary)
|
($)
|
($)
|
(% of Target)
|
|||||||||||||
Mary E. Kipp*
|
90
|
%
|
684,000
|
0
|
0.0
|
%
|
||||||||||
Adrian J. Rodriguez
|
55
|
%
|
220,000
|
415,000
|
156.2
|
%
|
||||||||||
Nathan T. Hirschi
|
55
|
%
|
226,600
|
354,000
|
156.3
|
%
|
||||||||||
Elaina Ball
|
55
|
%
|
206,250
|
293,000
|
156.2
|
%
|
||||||||||
Steven T. Buraczyk
|
50
|
%
|
172,500
|
282,000
|
163.5
|
%
|
||||||||||
Rocky R. Miracle
|
45
|
%
|
153,000
|
255,700
|
167.2
|
%
|
• |
Performance shares, which are earned based on our relative TSR against a pre‑established peer group over a three-year performance period; and
|
• |
Time-vested restricted stock, which vests in one installment at the end of a three‑year vesting period.
|
TSR Rank in
Comparator Group
|
Performance Share Payout
as Percent of Target
|
|
Between 90th and 100th percentiles
|
200%
|
|
Between 75th and just below 90th percentiles
|
175%
|
|
Between 50th and just below 75th percentiles
|
Interpolate between 100% and 175%
|
|
50th percentile
|
100%
|
|
Between 25th and 50th percentiles
|
Interpolate between 30% and 100%
|
|
25th percentile
|
30%
|
|
Below 25th percentile
|
0%
|
2017-2019 Performance Cycle Payout to NEOs
|
||||
Name
|
2017
|
2017
|
||
PSU* Grants
|
PSU Grants
|
|||
(Target Shares)
|
(Shares Paid at 150%)
|
|||
Mary E. Kipp
|
0**
|
0**
|
||
Adrian J. Rodriguez
|
0***
|
0***
|
||
Nathan T. Hirschi
|
4,420
|
6,630
|
||
Elaina L. Ball
|
0***
|
0***
|
||
Steven T. Buraczyk
|
4,420
|
6,630
|
||
Rocky R. Miracle
|
2,947
|
4,420
|
2019 Stock Ownership Guidelines
|
||
Position
|
Guideline
|
|
President and CEO
|
Three times base salary
|
|
Other Executive Officers
|
Two times base salary
|
• |
Ms. Kipp's annual base salary was set at $760,000 reflecting the Compensation Committee's assessment of her performance in 2018 and to better align her pay with the Compensation
Comparator Group.
|
• |
Ms. Kipp's annual Target performance bonus opportunity under the ACBP was approved at 90% of annualized base compensation with a Maximum annual bonus set at 200% of the Target
opportunity. This target bonus opportunity brought Ms. Kipp to 104% of market median of the Compensation Comparator Group for target total cash compensation. The actual cash bonus paid for 2019 under this provision is described above in
the section entitled, "Annual Cash Bonus Plan."
|
• |
The intrinsic grant value of annual long-term incentive awards that Ms. Kipp was granted in 2019 was set at $1,450,000. The composition of the long-term incentive award comprised
33% restricted stock with a three-year vesting period and 67% performance shares with a three‑year performance cycle based on TSR compared to the Compensation Comparator Group used for the 2019 equity grants described in the Long-Term
Equity Incentives section of this CD&A. The terms governing payout of the performance shares are the same as those described above in such section.
|
• |
Mr. Rodriguez’ annual base salary was set at $400,000 with an additional $200,000 stipend reflecting the Compensation Committee's assessment of his performance in 2018, his newly
assigned duties for the second half of 2019 and to better align his pay with the Compensation Comparator Group.
|
• |
Mr. Rodriguez’ annual Target performance bonus opportunity under the ACBP was approved at 55% of annualized base compensation with a Maximum annual bonus set at 182% of the Target
opportunity. This target bonus opportunity brought Mr. Rodriguez to 134% of market median of the Compensation Comparator Group for target total cash compensation. The actual cash bonus paid for 2019 under this provision is described above
in the section entitled, "Annual Cash Bonus Plan."
|
• |
The intrinsic grant value of annual long-term incentive awards that Mr. Rodriguez was granted in 2019 was set at $275,000. The composition of the long-term incentive award
comprised 33% restricted stock with a three-year vesting period and 67% performance shares with a three‑year performance cycle based on TSR compared to the revised Compensation Comparator Group used for the 2019 equity grants described in
the Long-Term Equity Incentives section of this CD&A. The terms governing payout of the performance shares are the same as those described above in such section.
|
• |
Mr. Rodriguez has been and will continue to be eligible to participate in all benefit plans available from time-to-time to senior executives of the Company, including but not
limited to retirement plans, health and welfare benefit plans, disability and life insurance coverage, and paid time off in accordance with the Company's policies.
|
• |
Mr. Rodriguez’ Change of Control Agreement provides for the maintenance of his position, base salary, annual bonus, long-term incentives, and benefits for a two-year employment
term following a change of control of the Company. In addition, in the event that his employment is terminated without cause or he terminates his employment for good reason (such as if he is removed as Senior Vice President, General
Counsel and Assistant Secretary or has his duties materially reduced, including any transaction that results in the Common Stock no longer being listed for trading on a national securities exchange registered with the SEC) within two years
following a change of control of the Company, Mr. Rodriguez will receive severance benefits including a lump sum severance equal to three times the sum of his base salary and bonus at Target level, a prorated bonus for the year in which
termination occurs, the actuarial equivalent of vested benefits under the pension plan calculated with three additional years of service, outplacement services for one year, and two years of continued medical, dental, accidental death and
dismemberment insurance, and life insurance benefits. In addition, the Company's equity plans and Mr. Rodriguez’ award agreements will provide for accelerated vesting of certain outstanding unvested equity awards as described below under
"Change of Control Agreements and Other Termination Benefits."
|
• |
In determining that Ms. Kipp's and Mr. Rodriguez’ total compensation were each reasonable and appropriate for the circumstances, the Compensation Committee reviewed with FW Cook
the costs and benefits of each Officer’s compensation arrangement compared to those provided to CEOs of our Compensation Comparator Group. FW Cook advised that the compensation arrangement for Ms. Kipp and Mr. Rodriguez in her/his role as
President and CEO and Interim CEO, General Counsel and Assistant Secretary, respectively, was reasonable and well-aligned with competitive market practices.
|
THE COMPENSATION COMMITTEE
|
|
Charles A. Yamarone, Chairman
|
|
Paul M. Barbas
|
|
James W. Cicconi
|
|
Eric B. Siegel
|
Name and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($) (d)
|
Non-Equity
Incentive
Plan
Compensation
($) (e)
|
Change in
Pension
Value and
Non-Qualified
Deferred
Compensation
Earnings
($) (f)
|
All Other
Compen-
sation
($) (g)
|
Total
($)
|
|||||||||||||||||||||
Mary E. Kipp
|
2019
|
$
|
659,808
|
$
|
$
|
1,830,366
|
$ |
$
|
900,445
|
$
|
81,788
|
$
|
3,472,407
|
||||||||||||||||
Former President and Chief
|
2018
|
724,039
|
1,342,609
|
711,075
|
227,580
|
107,298
|
3,112,601
|
||||||||||||||||||||||
Executive Officer (a)
|
2017
|
674,039
|
1,297,723
|
669,000
|
446,190
|
98,966
|
3,185,918
|
||||||||||||||||||||||
Adrian J. Rodriguez
|
2019
|
483,200
|
266,354
|
415,000
|
39,053
|
43,974
|
1,247,581
|
||||||||||||||||||||||
Interim Chief Executive Officer,
|
2018
|
359,327
|
239,736
|
193,088
|
22,078
|
39,339
|
853,568
|
||||||||||||||||||||||
General Counsel and
|
|||||||||||||||||||||||||||||
Assistant Secretary (b)
|
|||||||||||||||||||||||||||||
Nathan T. Hirschi
|
2019
|
411,723
|
387,542
|
354,000
|
330,199
|
40,020
|
1,523,484
|
||||||||||||||||||||||
Senior Vice President-
|
2018
|
399,327
|
335,652
|
236,550
|
58,153
|
38,705
|
1,068,387
|
||||||||||||||||||||||
Chief Financial
|
2017
|
364,712
|
288,383
|
219,000
|
147,820
|
36,039
|
1,055,954
|
||||||||||||||||||||||
Officer
|
|||||||||||||||||||||||||||||
Elaina Ball
|
2019
|
341,020
|
242,176
|
293,000
|
22,560
|
65,371
|
964,127
|
||||||||||||||||||||||
Senior Vice President-
|
|||||||||||||||||||||||||||||
Interim Chief Operating Officer (c)
|
|||||||||||||||||||||||||||||
Steven T. Buraczyk
|
2019
|
345,000
|
217,948
|
282,000
|
838,295
|
23,952
|
1,707,195
|
||||||||||||||||||||||
Senior Vice President-
|
2018
|
344,808
|
311,672
|
175,988
|
79,666
|
21,860
|
933,994
|
||||||||||||||||||||||
Operations
|
2017
|
334,808
|
288,383
|
182,000
|
445,840
|
20,754
|
1,271,785
|
||||||||||||||||||||||
Rocky R. Miracle
|
2019
|
339,884
|
217,948
|
255,700
|
236,539
|
24,035
|
1,074,106
|
||||||||||||||||||||||
Senior Vice President-
|
2018
|
334,808
|
215,809
|
161,381
|
35,291
|
23,939
|
771,228
|
||||||||||||||||||||||
Corporate Development and
|
2017
|
324,808
|
292,204
|
158,000
|
157,122
|
22,196
|
954,330
|
||||||||||||||||||||||
Chief Compliance Officer
|
(a) |
Ms. Kipp resigned her position as President and CEO of the Company effective August 1, 2019.
|
(b) |
Mr. Rodriguez was appointed as Interim CEO, General Counsel and Assistant Secretary of the Company effective upon Ms. Kipp’s resignation, prior to which he served as the Company’s
Senior Vice President and General Counsel. Mr. Rodriguez was not a NEO for the fiscal year ended December 31, 2017, and therefore, compensation for the fiscal year ended December 31, 2017 is not reported.
|
(c) |
As part of the Company’s organizational changes effective upon Ms. Kipp’s resignation, Ms. Ball’s title was changed to Senior Vice President and Interim Chief Operating Officer,
prior to which she served as Senior Vice President and Chief Administrative Officer. Ms. Ball was not a NEO for the fiscal years ended December 31, 2018 and 2017, and therefore, compensation for the fiscal year ended December 31, 2018 and
2017 is not reported.
|
(d) |
This column represents the aggregate grant date fair value of awards computed in accordance with FASB ASC Topic 718 for the restricted stock and performance shares granted in the
applicable fiscal year. Restricted stock awards are valued at the closing stock price of Common Stock on the date of grant. Performance shares are valued at grant date fair value, which is based upon a Monte Carlo simulation, which is a
methodology for determining average payout using multiple simulations. Amounts disclosed have not been reduced by estimated service-based forfeitures. For additional information on the valuation assumptions with respect to restricted
stock and performance shares, see Note G–Common Stock of Notes to the Financial Statements in the Original Form 10-K.
|
(e) |
This column represents performance-based bonuses earned under the ACBP for performance during the fiscal years ended December 31, 2019, 2018, and 2017.
|
(f) |
This column represents the change in pension value between the accumulated pension benefit for each NEO as of December 31 of the applicable year as compared to December 31 of the
prior year.
|
(g) |
See the following table regarding each component of amounts for the fiscal year ended December 31, 2019 included in the “All Other Compensation” column in the Summary Compensation
Table above.
|
Name
|
Accrued PTO
Sellback
($) (a)
|
Tax
Reimbursements
($)
|
Group Term
Life
Insurance
($)
|
Company
Contributions
To Retirement
and
401(k) Plans
($)
|
Vehicle
Allowance
($)
|
Financial
Planning/
Legal
Fees
and Other
($)
|
Executive
Relocation
($)
|
Dividends
Paid on
Unvested
Awards
($) (b)
|
Total
($)
|
||||||||||||||||||||||||||
Mary E. Kipp
|
$
|
$
|
$
|
796
|
$
|
8,400
|
$
|
2,000
|
$
|
7,645
|
$
|
$
|
62,947
|
$
|
81,788
|
||||||||||||||||||||
Adrian J. Rodriguez
|
15,385
|
398
|
16,800
|
3,000
|
1,336
|
7,055
|
43,974
|
||||||||||||||||||||||||||||
Nathan T. Hirschi
|
15,846
|
1,868
|
8,400
|
3,000
|
230
|
10,676
|
40,020
|
||||||||||||||||||||||||||||
Elaina Ball
|
16,102
|
330
|
16,800
|
30
|
25,087
|
7,022
|
65,371
|
||||||||||||||||||||||||||||
Steven T. Buraczyk
|
814
|
8,400
|
3,000
|
3,030
|
8,708
|
23,952
|
|||||||||||||||||||||||||||||
Rocky R. Miracle
|
2,606
|
8,400
|
3,000
|
581
|
9,448
|
24,035
|
(a) |
This column represents payments for accrued and unused vacation and personal holiday time pursuant to Company policy.
|
(b) |
The Company paid dividends on unvested time-vested restricted stock; however, the Company does not pay dividends on unearned performance share awards.
|
Grant
and
|
Estimated Future Payouts
Under Non-Equity
Plan Awards
(a)
|
Estimated Future Payouts
Under Equity Incentive Plan
Awards
(b)
|
All
Other
Stock
Awards:
Number
of
Shares
of Stock
|
Grant Date
Fair Value
of Stock
and
Option
|
||||||||||||||||||||||
Name
|
Approval
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
or Units
(#) (c)
|
Awards
($) (d)
|
|||||||||||||||||
Mary E. Kipp
|
07/31/19
|
$
|
-
|
$
|
-
|
$
|
-
|
-
|
-
|
-
|
27,624
|
$
|
1,830,366
|
|||||||||||||
Adrian J. Rodriguez
|
01/30/19
|
48,320
|
256,215
|
464,111
|
1,073
|
3,577
|
7,154
|
1,788
|
266,354
|
|||||||||||||||||
Nathan T. Hirschi
|
01/30/19
|
41,172
|
226,448
|
411,723
|
1,561
|
5,204
|
10,408
|
2,602
|
387,542
|
|||||||||||||||||
Elaina Ball
|
01/30/19
|
34,102
|
171,488
|
308,873
|
975
|
3,252
|
6,504
|
1,626
|
242,176
|
|||||||||||||||||
Steven T. Buraczyk
|
01/30/19
|
34,500
|
172,500
|
310,500
|
878
|
2,927
|
5,854
|
1,463
|
217,948
|
|||||||||||||||||
Rocky R. Miracle
|
01/30/19
|
33,988
|
152,948
|
271,908
|
878
|
2,927
|
5,854
|
1,463
|
217,948
|
(a) |
Each NEO and executive officer has a target incentive opportunity, payable in cash, if the Company achieves specific annual goals that are established in advance by the
Compensation Committee and the Board. In 2019, the performance goals were related to EPS, Controllable O&M expense, Customer Satisfaction, and System Reliability, as further described above in "Compensation Discussion and Analysis –
Primary Components of Compensation – Annual Cash Bonus Plan." If a threshold level of EPS is not attained, no bonuses will be paid for any of the measures, unless the Compensation Committee determines otherwise. Actual amounts paid for
the fiscal year ended December 31, 2019, are set forth in the Summary Compensation Table above.
|
(b) |
Amounts shown represent the performance shares available under the incentive plan, which provides market-based, long-term incentive award opportunities to the NEOs and the other
executive officers. Performance shares are based on the TSR compared to the Compensation Comparator Group over the three-year period ending on December 31, 2021. Payout values for the performance shares are calculated by determining the
Company's percentile ranking within the Compensation Comparator Group at the end of the three-year cycle and can range from 0% to 200% of target as described above in "Compensation Discussion and Analysis – Primary Components of
Compensation – Long-Term Equity Incentives."
|
(c) |
Restricted stock awards vest on December 31, 2021. The Company paid quarterly dividends of $0.36 per share on shares of its Common Stock on March 29, 2019, and $0.385 per share on
shares of its Common Stock each quarter thereafter. Unvested shares of restricted stock qualify as participating securities and individuals awarded these shares received their respective cash dividends.
|
(d) |
This column reflects the grant date fair value of restricted stock awards and performance shares under FASB ASC Topic 718. With respect to restricted stock, the value was
calculated as the number of shares of restricted stock multiplied by the closing stock price of the Common Stock on the grant date. With respect to performance shares, the value was determined using a Monte Carlo simulation which is a
methodology using the average payout of one million simulation paths discounted to the grant date using a risk-free interest rate. The Monte Carlo value for 2019 performance share awards granted on January 30, 2019 was $48.85 per share.
|
Stock Awards
|
|||||||||||||||
Name
|
Number of
Shares
or Units
of Stock
That
Have Not
Vested
(#)
|
Market
Value of
Shares
or
Units of
Stock
That
Have Not
Vested
($)
|
Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested
(#)
|
Equity Incentive
Plan Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)
|
|||||||||||
Mary E. Kipp (1)
|
27,624
|
$
|
1,875,393
|
-
|
$
|
-
|
|||||||||
Adrian J. Rodriguez (2) (5)
|
1,596
|
108,352
|
957
|
64,971
|
|||||||||||
Adrian J. Rodriguez (3) (6)
|
1,788
|
121,387
|
1,073
|
72,846
|
|||||||||||
Nathan T. Hirschi (2) (4)
|
2,235
|
151,734
|
2,822
|
191,586
|
|||||||||||
Nathan T. Hirschi (3) (5)
|
2,602
|
176,650
|
1,341
|
91,040
|
|||||||||||
Nathan T. Hirschi (6)
|
1,561
|
105,976
|
|||||||||||||
Elaina Ball (2)(6)
|
2,006
|
136,187
|
975
|
66,193
|
|||||||||||
Elaina Ball (3)
|
1,626
|
110,389
|
|||||||||||||
Steven T. Buraczyk (2) (4)
|
2,075
|
140,872
|
3,530
|
239,652
|
|||||||||||
Steven T. Buraczyk (3) (5)
|
1,463
|
99,323
|
1,245
|
84,523
|
|||||||||||
Steven T. Buraczyk (6)
|
878
|
59,607
|
|||||||||||||
Rocky R. Miracle (2) (4)
|
1,437
|
97,558
|
4,420
|
300,074
|
|||||||||||
Rocky R. Miracle (3) (5)
|
1,463
|
99,323
|
862
|
58,521
|
|||||||||||
Rocky R. Miracle (6)
|
878
|
59,607
|
(1) |
On August 1, 2019, the Company’s former President and CEO forfeited the retention grant of 27,624 shares issued on December 15, 2015. On July 31, 2019, the Company issued a special
grant of 27,624 shares in accordance with the Amended and Restated 2007 LTIP that is eligible for vesting immediately prior to the closing of the Merger. In the event the Agreement and Plan of Merger relating to the Merger is terminated
without the closing of the Merger, these shares will be forfeited.
|
(2) |
Unvested restricted stock vests on December 31, 2020.
|
(3) |
Unvested restricted stock vests on December 31, 2021.
|
(4) |
Unearned performance shares at December 31, 2019, vested in January 2020 based on achievement of performance goals. Represents the number of shares at 150% of target, which was
determined on January 29, 2020, to be the actual number of shares earned.
|
(5) |
Unearned performance shares vest in January 2021 if performance goals are met. Represents the threshold number of shares at 30% of target, but actual number of shares earned may
range from 0% to 200% of target.
|
(6) |
Unearned performance shares vest in January 2022 if performance goals are met. Represents the threshold number of shares at 30% of target, but actual number of shares earned may
range from 0% to 200% of target.
|
Stock Awards
|
|||||||
Name
|
Number of
Shares
Acquired on
Vesting
(#)
|
Value
Realized on
Vesting
($)
|
|||||
Mary E. Kipp
|
16,731
|
$
|
857,296
|
||||
Adrian J. Rodriguez
|
1,273
|
86,424
|
|||||
Nathan T. Hirschi
|
9,736
|
598,501
|
|||||
Elaina L. Ball
|
1,003
|
68,094
|
|||||
Steven T. Buraczyk
|
9,028
|
550,541
|
|||||
Rocky R. Miracle
|
5,814
|
353,454
|
Age At Benefit
Commencement
|
Percent of
Accrued Benefit
|
|
65
|
100.00%
|
|
64
|
93.33
|
|
63
|
86.67
|
|
62
|
80.00
|
|
61
|
73.33
|
|
60
|
66.67
|
|
59
|
63.33
|
|
58
|
60.00
|
|
57
|
56.67
|
|
56
|
53.33
|
|
55
|
50.00
|
Cash Balance Member's Age
Plus Years of Vesting Service
|
Percentage of Cash Balance
Member's Base Pay for the Plan Year
|
||
Less than 30
|
3%
|
||
30 – 39
|
4%
|
||
40 – 49
|
5%
|
||
50 – 59
|
6%
|
||
60 – 69
|
7%
|
||
70 – 79
|
8%
|
||
80+
|
9%
|
• |
A joint and survivor annuity providing a reduced monthly benefit for the life of the participant followed by a specified percentage to a named beneficiary for the beneficiary's
lifetime following the death of the participant.
|
• |
A reduced annuity providing a monthly benefit for the life of the participant, with a guarantee that 120 monthly payments will be paid in the event of the early death of the
participant.
|
Name
|
Plan Name
|
Number of Years
of
Credited Service (#)
|
Present Value of
Accumulated
Benefit ($) (1)
|
Payments During
Last Fiscal Year ($)
|
|||||||
Mary E. Kipp
|
Pension Plan
|
11
|
$
|
493,990
|
|||||||
|
Excess Benefit Plan
|
11
|
1,698,436
|
||||||||
Adrian J. Rodriguez
|
Pension Plan
|
7
|
89,247
|
||||||||
|
Excess Benefit Plan
|
7
|
32,193
|
||||||||
Nathan T. Hirschi
|
Pension Plan
|
10
|
382,915
|
||||||||
|
Excess Benefit Plan
|
10
|
439,696
|
||||||||
Elaina L. Ball
|
Pension Plan
|
2
|
25,678
|
||||||||
|
Excess Benefit Plan
|
2
|
8,132
|
||||||||
Steven T. Buraczyk
|
Pension Plan
|
26
|
1,454,213
|
||||||||
|
Excess Benefit Plan
|
26
|
1,240,526
|
||||||||
Rocky R. Miracle
|
Pension Plan
|
11
|
531,227
|
||||||||
|
Excess Benefit Plan
|
11
|
421,795
|
(1) |
As of December 31, 2019, the Present Value of Accrued Benefits for each NEO is the sum of the present value of the final average pay portion of their accrued benefit, plus the cash
balance account value (if applicable) for the Pension Plan and the Excess Benefit Plan. The present value of the final average pay portion of the accrued benefit is computed using an interest rate of 3.32% for the Pension Plan and 3.31%
for the Excess Benefit Plan, no pre-retirement mortality, and post-retirement mortality based on the RP‑2014 Total Data Set Mortality Tables (with projection from 2006 to 2014 using Scale MP-2014 improvement removed), then projected
generationally from 2006 using Scale MP-2019.
|
• |
A pro rata payment of the executive officer's Target bonus for the year of termination;
|
• |
A lump sum payment equal to the executive officer's annual base salary plus Target bonus for the year of termination, multiplied by three (for each NEO);
|
• |
If the NEO is a final average pay participant under the Pension Plan, the actuarial equivalent of vested benefits under the Pension Plan calculated with additional years of service
equal to three years;
|
• |
If the NEO is a cash balance participant under the Pension Plan, the percentage, as determined under the applicable qualified retirement plan's pay credit chart, multiplied by
three times the NEO's annual base pay;
|
• |
Continuation of health and other welfare benefits for two years, including service credit for those two years for purposes of eligibility for retiree benefits under any of these
plans; and
|
• |
Outplacement services for one year.
|
Name
|
Benefit
|
Change in
Control
Without
Termination ($)
|
Qualifying
Termination
Following a
Change in
Control ($)
|
Qualifying
Termination
Before
Change in
Control ($)
|
|||||||||
Adrian J. Rodriguez
|
Severance
|
$
|
$
|
1,860,000.00
|
$
|
||||||||
|
Settlement of Unvested Equity Award (1)
|
455,066.00
|
n/a
|
||||||||||
|
Lump Sum Equivalent for Pension Service
|
163,440.00
|
121,440.00
|
||||||||||
|
Welfare Benefit Continuation
|
46,689
|
|||||||||||
|
Outplacement
|
25,000
|
|||||||||||
|
Total
|
455,066.00
|
2,095,129.00
|
121,440.00
|
|||||||||
Nathan T. Hirschi
|
Severance
|
1,915,800.00
|
|||||||||||
|
Settlement of Unvested Equity Award (1)(2)
|
648,214.00
|
n/a
|
222,377.00
|
|||||||||
|
Lump Sum Equivalent for Pension Service
|
946,175.00
|
822,611.00
|
||||||||||
|
Welfare Benefit Continuation
|
46,689.00
|
|||||||||||
|
Outplacement
|
25,000.00
|
|||||||||||
|
Total
|
648,214.00
|
2,933,664.00
|
1,044,988.00
|
|||||||||
Elaina L. Ball
|
Severance
|
1,743,750.00
|
|||||||||||
|
Settlement of Unvested Equity Award (1)
|
319,422.00
|
n/a
|
||||||||||
|
Lump Sum Equivalent for Pension Service
|
33,810.00
|
|||||||||||
|
Welfare Benefit Continuation
|
46,689.00
|
|||||||||||
|
Outplacement
|
25,000
|
|||||||||||
|
Total
|
319,422.00
|
1,849,249.00
|
||||||||||
Steven T. Buraczyk
|
Severance
|
1,500,750.00
|
|||||||||||
|
Settlement of Unvested Equity Award (1)
|
494,511.00
|
n/a
|
||||||||||
|
Lump Sum Equivalent for Pension Service
|
2,822,128.00
|
2,694,739.00
|
||||||||||
|
Welfare Benefit Continuation
|
46,689.00
|
|||||||||||
|
Outplacement
|
25,000
|
|||||||||||
|
Total
|
494,511.00
|
4,394,567.00
|
2,694,739.00
|
|||||||||
Rocky R. Miracle
|
Severance
|
1,479,000.00
|
|||||||||||
|
Settlement of Unvested Equity Award (1)(2)
|
393,083.00
|
n/a
|
146,480.00
|
|||||||||
|
Lump Sum Equivalent for Pension Service
|
1,121,026.00
|
953,022.00
|
||||||||||
|
Welfare Benefit Continuation
|
34,461.00
|
|||||||||||
|
Outplacement
|
25,000
|
|||||||||||
|
Total
|
393,083.00
|
2,659,487.00
|
1,099,502.00
|
(1) |
Represents the value of all unvested restricted stock and a prorated portion of performance shares at Target level as of December 31, 2019. There were no unvested options at
December 31, 2019, for the NEOs. Acceleration of performance awards would be on a prorated basis and subject to the Compensation Committee determining
that performance has been met through a shortened performance period ending before the change of control.
|
(2) |
Represents the value of a prorated vesting of performance shares assuming a December 31, 2019, retirement and meeting of the retirement eligibility requirements previously
discussed in detail above in the section entitled "Long-Term Equity Incentives."
|
(1) |
Each non-employee director received an annual retainer of $40,000.
|
(2) |
The Chairman of the Audit Committee received an additional annual fee of $10,000, and the chairman of each of the other Committees of the Board received an additional annual fee of
$5,000. When a Committee Chairman is appointed mid-year, the fee is pro-rated based on his/her days of service.
|
(3) |
Each non-employee director received a meeting fee of $1,000 per meeting for each Board meeting attended.
|
(4) |
Each non-employee director who is a member of a Committee or who is invited to attend by the Committee Chairman received a meeting fee of $1,000 per meeting for each Committee
meeting (other than Audit Committee meetings) attended.
|
(5) |
Each Audit Committee member or Board member invited to attend by the Audit Committee Chairman received a meeting fee of $1,500 per meeting for each Audit Committee meeting
attended.
|
(6) |
The Chairman of the Board received an additional fee of $100,000 payable in cash or stock and the Vice Chairman of the Board received an additional fee of $50,000 payable in cash
or stock.
|
(7) |
Each non-employee director received an award of 3,500 shares of restricted stock. Restricted stock awarded to directors vests one year after the grant.
|
Name
|
Fees Earned or
Paid in Cash
($) (a)
|
Stock
Awards
($) (b)(c)
|
All Other
Compensation
($) (d)
|
Total
($)
|
|||||||||||
Allen, Catherine A. (e)
|
$
|
13,565
|
$
|
13,499
|
$
|
1,260
|
$
|
28,324
|
|||||||
Barbas, Paul M.
|
77,022
|
209,230
|
5,303
|
291,555
|
|||||||||||
Cicconi, James W.
|
93,500
|
209,230
|
5,303
|
308,033
|
|||||||||||
Escudero, Edward
|
149,000
|
209,230
|
5,303
|
363,533
|
|||||||||||
Palacios, Raymond Jr.
|
40,250
|
249,472
|
5,303
|
295,025
|
|||||||||||
Siegel, Eric B.
|
102,000
|
209,230
|
5,303
|
316,533
|
|||||||||||
Wertheimer, Stephen N.
|
23,750
|
277,011
|
5,303
|
306,064
|
|||||||||||
Yamarone, Charles A.
|
193,000
|
209,230
|
5,303
|
407,533
|
(a) |
This column reports the amount of cash compensation earned in 2019 for Board and Committee service based on the compensation policy described above. Annually, directors can elect
to receive retainers and meeting fees in cash, stock, or a combination of cash and stock. Ms. Allen, Mr. Palacios and Mr. Wertheimer elected to receive this compensation in a combination of cash and stock. The remaining directors elected
to receive their compensation in cash.
|
(b) |
This column represents the aggregate grant date fair value of awards granted in 2019 computed in accordance with FASB ASC Topic 718. Fair value for restricted stock is calculated
using the closing price of our Common Stock on the grant date. For additional information on valuation assumptions, see Note H-Common Stock of Notes to the Financial Statements in the Original Form 10-K.
|
(c) |
On May 23, 2019, each non-employee director, except for Ms. Allen, received an award of 3,500 shares of restricted stock which vest one year after the grant. These restricted
stock awards had a per share grant date fair value of $59.78 and received cash dividends per share of $1.155 which are included in column (d). There were no other restricted stock awards held by the non-employee directors at fiscal
year-end.
|
(d) |
The Company paid quarterly dividends of $0.36 per share on its Common Stock on March 29, 2019, and $0.385 per share on its Common Stock each quarter thereafter. Unvested shares of
restricted stock qualify as participating securities, and individuals awarded these shares received their respective cash dividends.
|
(e) |
Ms. Allen retired from the Board in May 2019, in connection with the 2019 annual meeting of shareholders.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Name and Address
of Beneficial Owner
|
Amount and Nature of
Beneficial Ownership ***
|
Percent of
Class
|
|||
BlackRock Inc.
55 East 52nd Street
New York, NY 10055
|
6,462,569(1)
|
|
15.84%*
|
||
The Vanguard Group, Inc.
100 Vanguard Blvd.
Malvern, PA 19355
|
4,706,389(2)
|
|
11.54%*
|
||
GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580
|
3,631,880(3)
|
|
8.90%*
|
||
Barbas, Paul M.
|
10,500(4)
|
|
** |
||
Cicconi, James W.
|
74,279(5)
|
|
** |
||
Escudero, Edward
|
17,252(6)
|
|
** |
||
Palacios, Raymond Jr.
|
12,031(7)
|
|
** |
||
Siegel, Eric B.
|
31,925(8)
|
|
** |
||
Wertheimer, Stephen N.
|
27,634(9)
|
|
** |
||
Yamarone, Charles A.
|
17,000(10)
|
|
** |
||
Rodriguez, Adrian
|
22,336(11)
|
|
** |
||
Hirschi, Nathan T.
|
35,275(12)
|
|
** |
||
Ball, Elaina L.
|
5,863(13)
|
|
** |
||
Buraczyk, Steven T.
|
36,544(14)
|
|
** |
||
Miracle, Rocky R.
|
38,912(15)
|
|
** |
||
Other Officers
|
9,496(16)
|
|
** |
||
All Directors and executive officers as a group
|
339,047(17)
|
|
0.83%
|
* |
Actual percentage may differ due to stock transactions made subsequent to beneficial owner's filing date.
|
** |
Less than 1%.
|
*** |
For purposes of this disclosure, restricted stock is assumed to have voting power but no investment power.
|
(1) |
Information regarding ownership of Common Stock by BlackRock, Inc. ("BlackRock"), is included herein in reliance on information set forth in Amendment No. 11 to Schedule 13G filed
with the SEC on February 10, 2020, reflecting ownership as of December 31, 2019. BlackRock is a Delaware parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) under the Exchange Act. According to the filing,
BlackRock beneficially owns 6,462,569 shares (15.90%) of Common Stock with sole voting power over 6,362,587 shares and sole dispositive power over 6,462,569 shares of Common Stock.
|
(2) |
Information regarding ownership of Common Stock by The Vanguard Group, Inc. (“Vanguard”), Vanguard Fiduciary Trust Company (“VFTC”) and
Vanguard Investments Australia, LTD. (“VIA”) is included herein in reliance on information set forth
in Amendment No. 10 to Schedule 13G filed with the SEC on February 12, 2020, reflecting ownership as of December 31, 2019. Vanguard is a Pennsylvania parent company of VFTC and VIA and is classified as an Investment Advisor in accordance
with Rule 13d-1(b)(1)(ii)(E) under the Exchange Act. According to the filing, Vanguard beneficially owns 4,706,389 shares (11.55%) of the Common Stock with sole dispositive power over 4,647,823 shares, shared dispositive power over 58,566
shares, sole voting power over 58,877 shares and shared voting power over 16,299 shares of Common Stock. VFTC, a wholly-owned subsidiary of Vanguard, is the beneficial owner of 42,267 shares (0.10%) of Common Stock. VIA, a wholly-owned
subsidiary of Vanguard, is the beneficial owner of 32,909 shares (0.08%) of Common Stock.
|
(3) |
Information regarding ownership of Common Stock by GGCP, Inc. ("GGCP"), GGCP Holdings LLC (“GGCP Holdings”), GAMCO Investors, Inc. ("GBL"), Associated Capital Group, Inc. (“AC”), Gabelli Funds, LLC ("Gabelli Funds"), GAMCO Asset Management Inc. ("GAMCO"), Teton Advisors, Inc. ("Teton Advisors"), Gabelli & Company Investment Advisers, Inc. (“GCIA”), G.research, LLC (“G.research”), MJG Associates, Inc. ("MJG Associates"), Gabelli Foundation, Inc. (the "Foundation"), Mario J. Gabelli, LICT Corporation (“LICT”) and CIBL, Inc. (“CIBL” and, together with GGCP, GGCP Holdings, GBL, AC, Gabelli Funds, GAMCO, Teton Advisors, GCIA, G.research, MJG Associates, the Foundation, Mario J. Gabelli and LICT, the “Gabelli Reporting Parties”), is included herein in reliance on information set forth in Amendment No. 8 to Schedule 13D filed
with the SEC on October 15, 2019, reflecting ownership as of October 11, 2019. GGCP is the manager and a member of GGCP Holdings, which is the controlling shareholder of GBL and AC. GBL and AC are the parent companies for a variety of
companies engaged in the securities business. GAMCO, Gabelli Funds, and Teton Advisors are each investment advisors, and each of these entities is registered under the Advisers Act of 1940. GCIA is an investment adviser registered under
the Advisers Act. G.research is a broker-dealer registered under the Exchange Act. MJG Associates provides advisory services to private investment partnerships and offshore funds. The Foundation is a private foundation. LICT is a holding
company with operating subsidiaries engaged primarily in the rural telephone industry. CIBL is a holding company with interests in telecommunications operations, primarily in the rural telephone industry. Mario J. Gabelli is the
controlling stockholder, Chief Executive Officer and director of GGCP. Mario J. Gabelli is also the Chairman and Chief Executive Officer of GBL. Mario J. Gabelli is the Executive Chairman of AC. Mario J. Gabelli is also a member of GGCP
Holdings. Mario J. Gabelli is also the controlling shareholder of Teton Advisors. The Gabelli Reporting Parties do not admit that they constitute a group.
|
(4) |
Includes (i) 7,000 shares of Common Stock over which Mr. Barbas has sole voting and investment power; and (ii) 3,500 shares of restricted Common Stock over which he has voting
power but no investment power.
|
(5) |
Includes (i) 70,779 shares of Common Stock over which Mr. Cicconi has sole voting and investment power; and (ii) 3,500 shares of restricted Common Stock over which he has voting
power but no investment power.
|
(6) |
Includes (i) 13,752 shares of Common Stock over which Mr. Escudero has sole voting and investment power; and (ii) 3,500 shares of restricted Common Stock over which he has voting
power but no investment power.
|
(7) |
Includes (i) 8,531 shares of Common Stock over which Mr. Palacios has sole voting and investment power; and (ii) 3,500 shares of restricted Common Stock over which he has voting
power but no investment power.
|
(8) |
Includes (i) 22,950 shares of Common Stock over which Mr. Siegel has sole voting and investment power; (ii) 3,500 shares of restricted Common Stock over which he has voting power
but no investment power; and (iii) 5,475 shares of Common Stock held by spouse over which he has no voting or investment power.
|
(9) |
Includes (i) 24,134 shares of Common Stock over which Mr. Wertheimer has sole voting and investment power; and (ii) 3,500 shares of restricted Common Stock over which he has voting
power but no investment power.
|
(10) |
Includes (i) 13,500 shares of Common Stock over which Mr. Yamarone has sole voting and investment power; and (ii) 3,500 shares of restricted Common Stock over which he has sole
voting power but no investment power.
|
(11) |
Includes (i) 1,006 shares of Common Stock over which Mr. Rodriguez has sole voting and investment power; (ii) 21,330 shares of restricted Common Stock over which he has sole voting
power but no investment power.
|
(12) |
Includes (i) 28,351 shares of Common Stock over which Mr. Hirschi has sole voting and investment power; and (ii) 6,924 shares of restricted Common Stock over which he has sole
voting power but no investment power.
|
(13) |
Includes (i) 758 shares of Common Stock over which Ms. Ball has sole voting and investment power; and (ii) 5,105 shares of restricted Common Stock over which she has voting power
but no investment power.
|
(14) |
Includes (i) 31,779 shares of Common Stock over which Mr. Buraczyk has sole voting and investment power; and (ii) 4,765 shares of restricted Common Stock over which he has voting
power but no investment power.
|
(15) |
Includes (i) 34,834 shares of Common Stock over which Mr. Miracle has sole voting and investment power; and (ii) 4,078 shares of restricted Common Stock over which he has voting
power but no investment power.
|
(16) |
Includes (i) 7,667 shares over which the other executive officers have sole voting and investment power; and (ii) 1,829 shares of restricted Common Stock over which they have
voting power but no investment power.
|
(17) |
Includes (i) 264,923 shares of Common Stock over which the directors and executive officers have sole voting and investment power; (ii) 53,531 shares of restricted Common Stock
over which they have voting power but no investment power; and (iii) 5,475 shares of Common Stock held by a spouse which has no voting or investment power.
|
Plan Category
|
Number of securities
to be issued upon
exercise of outstanding
options, warrants
and rights
(a)
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
|
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
|
||||||||
Equity compensation plans approved by security holders
|
—
|
$
|
—
|
1,321,934
|
|||||||
Equity compensation plans not approved by security holders
|
—
|
—
|
—
|
||||||||
Total
|
—
|
$
|
—
|
1,321,934
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
(i) |
A director who serves as an executive officer or employee of, or beneficially owns more than a 10% equity interest in, any corporation, partnership, or other business entity that
during the most recently completed fiscal year made payments to the Company or received payments from the Company for goods and services if such payments were more than the greater of 2% of such other entity's gross consolidated revenues
for such fiscal year or $1 million;
|
(ii) |
A director who serves as an executive officer or employee of, or beneficially owns more than a 10% equity interest in, any bank, corporation, partnership, or other business entity
to which the Company was indebted at the end of its most recently completed fiscal year in an amount more than the greater of 2% of such other entity's total consolidated assets at the end of such fiscal year or $1 million;
|
(iii) |
A director who is a member or employee of a law firm that has provided services to the Company during the most recently completed fiscal year if the total billings for such
services were more than the greater of 2% of the law firm's gross revenues for such fiscal year or $1 million; or
|
(iv) |
A director who is a partner, executive officer, or employee of any investment banking firm that has performed services for the Company (other than as a participating underwriter in
a syndicate) during the most recently completed fiscal year if the total compensation received for such services was more than the greater of 2% of the investment banking firm's consolidated gross revenues for such fiscal year or $1
million.
|
• |
Messrs. Barbas, Cicconi, Escudero, Palacios, Siegel, Wertheimer, and Yamarone are independent; and
|
• |
Mr. Rodriguez, who is serving as the Company’s Interim CEO, General Counsel and Assistant Secretary, is not independent.
|
Item 14. |
Principal Accounting Fees and Services
|
Principal Accounting Firm Fees
|
|||||||
Year Ended December 31,
|
|||||||
2019
|
2018
|
||||||
Integrated audit of financial statements and internal control over financial reporting (1)
|
$
|
1,644,000
|
$
|
1,546,000
|
|||
Audit-related fees (2)
|
259,000
|
215,000
|
|||||
Tax fees
|
—
|
—
|
|||||
All other fees
|
—
|
—
|
|||||
Total fees
|
$
|
1,903,000
|
$
|
1,761,000
|
(1)
|
For 2019 and 2018, amounts include fees for services provided by the Company’s independent registered
public accounting firm relating to the integrated audit of the Company’s financial statements (including the Sarbanes-Oxley Section 404 certification) and review of
the Company’s financial statements included in the Company’s Quarterly Reports on Form 10-Q
during the fiscal years ended December 31, 2019 and December 31, 2018, respectively.
|
(2) |
Amounts include fees for audit of federal regulatory filings, professional services rendered in connection with the comfort letter associated with the remarketing of certain
pollution control bonds during 2019, a rate case anticipated during 2019, the SEC Comment letter in 2018, and audits of benefit plans in 2018.
|
Item 15. |
Exhibits and Financial Statement Schedules
|
Page
|
||
1.
|
Financial Statements:
|
|
No financial statements are filed with this Amendment No. 1.
|
||
2.
|
Financial Statement Schedules:
|
|
No financial statement schedules are filed with this Amendment No. 1.
|
||
3.
|
Exhibits
|
Exhibit Number
|
Title
|
||
Exhibit 2 -
|
Plan of Acquisition, Reorganization, Liquidation, or Succession:
|
||
**2.01
|
|
-
|
|
Exhibit 3 -
|
Articles of Incorporation and Bylaws:
|
||
3.01
|
|
-
|
|
3.02
|
|
-
|
|
Exhibit 4 -
|
Instruments Defining the Rights of Security Holders, including Indentures:
|
||
4.01
|
|
-
|
|
4.02
|
-
|
||
4.03
|
-
|
||
4.04
|
-
|
||
4.05
|
-
|
||
4.06
|
-
|
||
4.07
|
-
|
||
4.08
|
|
-
|
|
4.09
|
|
-
|
|
4.10
|
|
-
|
4.11
|
|
-
|
|
4.12
|
|
-
|
|
4.13
|
|
-
|
|
4.14
|
|
-
|
|
4.15
|
|
-
|
|
4.16
|
|
-
|
|
+4.17
|
|
-
|
|
Exhibit 10 -
|
Material Contracts:
|
||
10.01
|
-
|
||
10.01-01
|
-
|
||
10.01-02
|
-
|
||
10.01-03
|
-
|
||
10.01-04
|
-
|
||
10.01-05
|
-
|
||
10.01-06
|
-
|
||
10.01-07
|
-
|
||
10.01-08
|
-
|
||
10.01-09
|
-
|
||
10.01-10
|
-
|
||
10.01-11
|
-
|
||
10.01-12
|
-
|
||
10.01-13
|
-
|
||
10.01-14
|
-
|
||
10.01-15
|
-
|
||
10.01-16
|
-
|
||
10.02
|
-
|
10.03
|
-
|
||
10.03-01
|
-
|
||
10.04
|
-
|
||
10.05
|
-
|
||
10.06
|
-
|
||
#10.07
|
-
|
||
10.08
|
-
|
||
10.09
|
-
|
||
10.09-01
|
-
|
||
10.10
|
-
|
||
10.10-01
|
-
|
||
10.11
|
-
|
||
10.12
|
-
|
||
#10.13
|
-
|
||
10.14
|
-
|
||
10.15
|
-
|
||
10.16
|
-
|
||
10.17
|
-
|
||
10.18
|
-
|
10.19
|
-
|
||
10.20
|
-
|
||
10.20-01
|
-
|
||
#†10.21
|
-
|
||
10.22
|
-
|
||
10.22-01
|
-
|
||
10.22-02
|
-
|
||
#10.23
|
-
|
||
10.24
|
-
|
||
10.24-01
|
-
|
||
10.25
|
-
|
||
10.26
|
-
|
||
10.27
|
-
|
||
10.27-01
|
-
|
||
10.28
|
-
|
||
10.28-01
|
-
|
||
10.29
|
-
|
||
#10.30
|
-
|
||
#10.30-01
|
-
|
||
#10.30-02
|
-
|
||
#10.31
|
-
|
||
#10.32
|
-
|
||
#10.33
|
-
|
||
#10.34
|
-
|
#10.35
|
-
|
||
#10.36
|
-
|
||
#10.37
|
-
|
||
#10.38
|
-
|
||
#10.39
|
-
|
||
#10.40
|
-
|
||
#10.41
|
-
|
||
#10.42
|
-
|
||
#10.43
|
-
|
||
Exhibit 23 -
|
Consent of Experts:
|
||
+23.01
|
-
|
||
Exhibit 24 -
|
Power of Attorney:
|
||
+24.01
|
-
|
||
+24.02
|
-
|
||
Exhibit 31 and 32 -
|
Certifications:
|
||
+31.01
|
-
|
||
*31.02
|
-
|
||
+32.01
|
-
|
||
Exhibit 99 -
|
Additional Exhibits:
|
||
99.01
|
-
|
||
99.02
|
-
|
||
99.03
|
-
|
||
99.04
|
-
|
||
Exhibit 101 -
|
XBRL - Related Documents:
|
||
+101.INS
|
-
|
Inline XBRL Instance Linkbase Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded
within the Inline XBRL document.
|
|
+101.SCH
|
-
|
Inline XBRL Taxonomy Extension Schema Linkbase Document
|
|
+101.CAL
|
-
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
+101.DEF
|
-
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
+101.LAB
|
-
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
+101.PRE
|
-
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
104
|
|
-
|
The cover page from the Amendment No. 1 has been formatted in Inline XBRL.
|
*
|
Filed herewith.
|
||
**
|
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of
any of the omitted schedules upon request by the SEC.
|
||
#
|
Management contracts or compensatory plans or arrangements required to be identified by Item 15(a)(3) of Form 10-K.
|
||
+
|
Previously filed with the Original Form 10-K.
|
||
†
|
Agreements substantially identical in all material respects to this exhibit have been entered into between the Company and its Section 16
officers, except for the president and chief executive officer, which agreement is separately filed herewith.
|
EL PASO ELECTRIC COMPANY
|
||
By:
|
/s/ ADRIAN J. RODRIGUEZ
|
|
Adrian J. Rodriguez
|
||
Interim Chief Executive Officer, General
Counsel and Assistant Secretary
(Principal Executive Officer)
|
1. |
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of El Paso Electric Company; and
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
EL PASO ELECTRIC COMPANY
|
||
By:
|
/s/ Adrian J. Rodriguez
|
|
Adrian J. Rodriguez
|
||
Interim Chief Executive Officer
|
||
General Counsel and Assistant Secretary
|
||
(Principal Executive Officer)
|
1. |
I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A of El Paso Electric Company; and
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.
|
EL PASO ELECTRIC COMPANY
|
||
By:
|
/s/ Nathan T. Hirschi
|
|
Nathan T. Hirschi
|
||
Senior Vice President -
|
||
Chief Financial Officer
|
||
(Principal Financial Officer)
|
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