October 13, 2024
Board OKs Pay Hike, Change to Independence Rules
Members of the MISO Board of Directors last week expressed support for increasing their pay and relaxing their independence requirements, saying the changes were needed to ensure the RTO can attract strong candidates.

By Amanda Durish Cook

Members of MISO’s Board of Directors last week expressed support for increasing their pay and relaxing their independence requirements, saying the changes were needed to ensure the RTO can attract strong candidates.

Directors at an Oct. 14 conference call of the board’s Corporate Governance and Strategic Planning Committee indicated support for MISO’s proposal to prune the current two-year pre- and post-service prohibition on affiliations with RTO members, affiliates and market participants.

director independence requirements miso board of directors pay raise
MISO Board of Directors at its September meeting in St. Paul, Minn. | © RTO Insider

MISO first proposed reducing the prohibitions in August with three options: eliminating the rule entirely, reducing it to one year, or reducing the pre-service restriction to one year and eliminating the post-service one. The directors chose the third option.

The board had postponed action on the service restrictions at its September meeting. (See “For Now, MISO Bylaw Changes Minimal,” MISO Board of Directors Briefs.)

MISO Managing Senior Corporate Counsel Corrie Bilke said the pre-service restriction in MISO’s Principles of Corporate Governance is in line with other RTOs, but only MISO mandates a post-service restriction.

“Initially I was in favor of a post-service restriction, but after reviewing [other RTOs], I’m comfortable with eliminating the post-service restriction,” Director Phyllis Currie said.

“We are competing for talent. It seems like we shouldn’t place ourselves at a competitive disadvantage,” Director Paul Feldman said. He also said MISO should include language forbidding sitting board members from engaging in job interviews with prohibited entities.

Bilke said three MISO sectors that responded to a call for feedback on the proposed changes were supportive. After all members have weighed in on the changes through stakeholder meetings, the entire board will review the proposal at its December meeting.

MISO Proposes Upping Director Compensation

The committee also voted to approve a proposal by a consulting firm to increase board member compensation by $4,000 annually.

“We want to remain competitive in our compensation of board members,” MISO Vice President of Human Resources Greg Powell said.

Willis Towers Watson recommended increasing the director retainer from $55,000 to $89,000 while eliminating meeting fees for the first six scheduled board meetings and two annual strategic retreat meetings.

The firm also recommended eliminating board committee fees in return for a $9,000 committee retainer for the first six meetings with compensation of $2,000 for each additional meeting.

MISO should keep its director and committee chair retainers at $15,000 and $7,500, respectively, Willis said.

Board members’ total compensation would increase to $116,000 from $112,000. Committee chairs would be paid $124,000, up from $120,000, and the board chair would be boosted to $131,000 from $127,000.

Under MISO’s Transmission Owners Agreement and bylaws, the consulting firm’s recommendations will be enacted unless two-thirds or more of the members vote to reject them. No date has been set for a vote.

MISO Board of Directors

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