The Nominating Committee of the Board of Trustees for the North American Electric Reliability Corporation (NERC) recommends the following nominees for election to the NERC Board of Trustees at the Annual Meeting of the Member Representatives Committee on February 16, 2011: Class of 2014 (three year terms): Paul Barber Janice Case Fred Gorbet Roy Thilly This report includes a brief biography of each nominee. Members of Nominating Committee The Nominating Committee comprises independent trustees Tom Berry (Chair), John Q. Anderson, Vicky Bailey, Dave Goulding, Ken Peterson, Bruce Scherr, and Jan Schori; as well as Member Representatives Committee (MRC) members Ed Tymofichuk (Manitoba Hydro and MRC Chair), Bill Gallagher (TAPS and MRC Vice Chair), John A. Anderson (ELCON), Dale Landgren (American Transmission Company and MRO Chair), and Scott Helyer (Tenaska). Background Article III of NERC s Bylaws establishes the qualifications and sets the nomination and election procedures for members of NERC s Board of Trustees. NERC s independent trustees serve staggered three year terms, and an election of trustees occurs at the Annual Meeting of the Member Representatives Committee each year. All independent trustees shall be elected from nominees proposed by the Nominating Committee. A nominee shall be elected an independent trustee if such person receives the affirmative vote of two thirds of the members of the Member Representatives Committee. Each nominee receiving the necessary two thirds vote of the Member Representatives Committee shall take office immediately upon election. 116-390 Village Blvd. Princeton, NJ 08540 609.452.8060 www.nerc.com
The incumbent trustees whose terms expire at the February 2011 Annual Meeting are Paul Barber, Janice Case, James Goodrich, and Fred Gorbet. NERC s trustee succession policy is that no trustee may be re nominated or re elected if he or she has served 12 consecutive years as an independent trustee. Under that policy, Mr. Goodrich is not eligible for re nomination to the NERC board. Committee Process The Nominating Committee needed to present four nominees for election at the February 2011 MRC meeting for the positions whose terms expire at the 2011 meeting. The committee was pleased to learn that Mrs. Case and Messrs. Barber and Gorbet were willing and interested to serve an additional term. Committee members solicited the views of stakeholders on the three incumbents and reviewed their performance. The committee determined the three incumbents were well qualified to continue to serve and should be re nominated. The committee retained the services of executive search firm Russell Reynolds Associates to assist in the search and evaluation of candidates to fill the remaining position. As directed by the Bylaws, on August 31, 2010, the Nominating Committee provided an opportunity for stakeholders to suggest candidates for the board. The committee received many excellent suggestions and was pleased to have an excellent list of candidates to choose from. With the assistance of Russell Reynolds, the Nominating Committee reviewed the background of each candidate, screened the candidates for possible conflicts of interest, and interviewed three finalists. The Nominating Committee unanimously recommends the four nominees submitted in this report for election to the NERC Board of Trustees for three year terms ending at the February 2014 annual meeting of the Member Representatives Committee. Trustee Succession The Board of Trustees has adopted a policy statement on trustee succession, and the Nominating Committee has followed that policy in making the nominations. The policy statement directs the Nominating Committee to observe the following guidelines in proposing nominees to serve as independent trustees: Each year the Nominating Committee should include in its report to the Member Representatives Committee a calculation of the average tenure of the independent trustees. The Nominating Committee should endeavor to keep the average tenure of independent trustees below six years. 1 To the extent feasible, the Nominating Committee should determine prior to soliciting suggestions for candidates whether the committee expects that one or more incumbent trustees will not be re nominated. 1 The calculations also include service on the board of the North American Electric Reliability Council. 2
No independent trustee may be re nominated or reappointed after he or she has served on the board for 12 consecutive years, unless at least one year has elapsed between the end of service on the board and the subsequent renomination or reappointment. As of February 2011, Mrs. Case will have 3 years of service on the NERC board; Mr. Barber, 6 years; and Mr. Gorbet, 5 years. Mr. Thilly is new to the NERC board. As of February 2011, with the addition of Mr. Thilly as a new trustee, the average tenure of all independent trustees will be 5.09 years. Biographies of the Nominees Paul F. Barber Paul F. Barber was first elected to the Board of Trustees of the North American Electric Reliability Corporation in February, 2005. He chairs the Compliance Committee and served on the Corporate Governance and Human Resources, Nominating, and Technology Committees of the Board of Trustees. Dr. Barber is a senior executive with extensive technical knowledge and leadership experience in the electric power industry. He is currently the principal of Barber Energy and has held senior executive positions with Edison Mission Marketing and Trading and Citizens Power and its predecessors. Mr. Barber served on the Industry Advisory Board of the Consortium for Electric Reliability Technology Solutions, and held numerous leadership positions for NERC and several regional reliability councils (ERCOT, MAAC, NPCC, and WSCC), as well as other electric industry organizations. He served as facilitator for the NERC Steering Group as it led the investigation of the August 14, 2003, power outage. He was a career officer in the U.S. Army Corps of Engineers, including service for 12 years on the electrical engineering faculty of the United States Military Academy at West Point. Dr. Barber holds degrees from the United States Military Academy, BS (1965); University of Illinois, MS in Civil Engineering (1974), and MS in Electrical Engineering (1974); and Rensselaer Polytechnic Institute, PhD in Electric Power Engineering (1988). Janice B. Case Janice B. Case was elected to the Board of Trustees of the North American Electric Reliability Corporation in February, 2008. She chairs the Corporate Governance and Human Resources Committee and serves on the Electricity Sub Sector Coordinating Council and the Finance and Audit Committee. She served on the Nominating Committee and as Co Chair of the CEO Search Committee in 2009. 3
Mrs. Case was employed by Florida Power Corporation/Florida Progress Corporation for nearly 25 years in a series of increasingly responsible management positions. Her executive level roles included five years as Senior Vice President reporting to the CEO/Chairman of the Board, as a member of the Senior Strategic Leadership Team, and as the head of the Energy Solutions Strategic Business Unit. In that role, she was responsible for the company s 1.3 million residential, commercial and industrial customers. For the six years prior to that she was Vice President of the Suncoast Florida Region with distribution operating responsibility for the two most populated counties of the FPC service territory. She served her company and industry in national and state leadership roles on EEI, EPRI, the Marketing Executive Committee and Florida s Conservation Steering Group Committee. Since leaving full time corporate employment, Mrs. Case has served on numerous corporate and not for profit boards. She served for four years as Chairman of the Board of Cadence Network Inc, a company formed by a joint venture between Florida Progress, Xcel and Cinergy and then sold to Advantage IQ, Inc. She served from 2001 to 2007 on the Board of Directors of Central Vermont Public Service Corporation, an investor owned electric transmission and distribution utility that provides energy and energy related services to customers throughout Vermont. Mrs. Case served as a member of the Audit Committee for Central Vermont Public Service. In addition, Mrs. Case served from 2002 to 2008 as one of seven Non Affiliated Directors of the Western Electricity Coordinating Council, one of eight regional entities. She served as the Chairman of the Human Resources and Compensation Committee of the WECC Board from its inception in 2002, and served on the 2007 Strategic Planning Committee. Mrs. Case also served for six years as a Director/Trustee for three mutual funds managed by Aegon/Transamerica Fund Advisors, Inc. She served as Chairman of the Compensation Committee and the Proxy Voting Committee, and served as a member of the Governance/Nominating, Contract Review and Audit committees for these funds totaling $34 billion in assets. Mrs. Case served for ten years as an Advisory Director for AmSouth Bank, served in numerous leadership positions with community organizations, including serving as Chairman of the Board of the Greater Clearwater Regional Chamber of Commerce, and currently provides leadership to not for profit organizations in Clearwater, Florida and Whitefish, Montana. Mrs. Case earned a B.A. in Economics from Rhodes College and an M.B.A. in Finance from the University of Mississippi. 4
Frederick W. Gorbet Frederick W. Gorbet was first elected to the Board of Trustees of the North American Electric Reliability Corporation in February, 2006 and served as Vice Chair of the Board in 2009. Dr. Gorbet currently chairs the Finance and Audit Committee, previously chaired the Nominating Committee, and serves on the Compliance Committee of the Board of Trustees. Dr. Gorbet is currently the CIT Chair in Financial Services and Associate Director of the Financial Services Program at the Schulich School of Business, York University, as well as a consultant on public policy and corporate director. He is also Vice Chair of the Government of Canada Audit Committee. Previously, he held numerous positions in the public service of Canada, including serving as Associate Secretary to the Cabinet and Deputy Minister of Finance. Dr. Gorbet served as Senior Policy Advisor in the Canadian Department of Energy, director of policy for the International Energy Agency, and chair of the Market Surveillance Panel for the Ontario Electricity Market. He also held senior executive positions in the life insurance industry. Dr. Gorbet holds a BA from York University and a PhD in Economics from Duke University. He is a member of the Advisory Council to the Dean of the Schulich School of Business and an honorary governor of York University. Other directorships include Assuris, Alterna Savings Credit Union, LawPRO, Central 1 Credit Union, the Institute for Research in Public Policy, and Covenant House Toronto. He is a member of the Order of Canada. Roy Thilly Roy Thilly has been President and Chief Executive Officer with WPPI Energy since January 1, 1992. He will be retiring in February 2011. WPPI Energy is a bulk power utility with 51 municipal utility member systems located in Wisconsin, Iowa, and Michigan. WPPI Energy supplies all of the electric requirements of its members from owned generation and contracts. Mr. Thilly was instrumental in consolidation of the transmission systems in eastern Wisconsin into a single company, the American Transmission Company (ATC). WPPI Energy is an owner of the ATC. Mr. Thilly serves on the Board of Directors of ATC. He will step down from that position upon his election to the NERC Board of Trustees. 2 Before joining WPPI Energy, Mr. Thilly was a partner in the Madison law firm of Boardman, Suhr, Curry & Field, where he served as outside counsel to WPPI Energy from its inception in the late 1970s. At Boardman, he represented municipal utilities from 2 Under NERC s Bylaws, upon an independent trustee s initial election to the Board of Trustees, he or she has 10 days to resign from any position presenting a conflict of interest under the Bylaws. 5
several states and other clients before the Federal Energy Regulatory Commission in power supply and transmission negotiations, and in general litigation. A native of New York, Mr. Thilly completed his undergraduate degree in English at Columbia University in 1968 and graduated magna cum laude from the University of Wisconsin Law School in 1974. He served as a Peace Corps volunteer in the Philippines, where he met his wife, Mary, a Minnesota native. They have three children. He has been active on national, as well as state electric issues for many years. He is a past president of the American Public Power Association and past member of the Board of Trustees of the North American Electric Reliability Council. He served as Chair of NERC s industry Stakeholder Committee in 2004. He is a past Chair of Mid Continent Area Power Pool (MAPP) and a past member of the Board of Directors of the Midwest Reliability Organization. From 1992 through 2010, he served as chair of the Transmission Access Policy Study Group (TAPS), a national organization of transmission dependent utilities that promote equal access and vigorous competition in electricity at wholesale. Mr. Thilly is currently chairing the Stakeholder Steering Committee of the Eastern Interconnection Planning Collaborative, on behalf of the U.S. Department of Energy. On the state level, he served as co chair of the Governor's Task Force on Global Warming in 2007 2008 and is the first President of the Wisconsin Climate Change Action Initiative. He is also a member of the Executive Committee of the Customers First! Coalition, a group of diverse industry stakeholders that has advocated a careful approach to deregulation designed to provide benefits to all classes of customers. In 2004, he served on the Governor's Task Force on Energy Efficiency and Renewables. Mr. Thilly also has served on the Board of the Energy Center of Wisconsin, a private, nonprofit organization dedicated to developing solutions to energy challenges that promote economic and environmental sustainability through innovative research and education. He is Vice Chair of the Board of the Ridges Nature Sanctuary located in Door County, Wisconsin. 6