January 26, 2021 1. Approved Annual Meeting of Members Minutes-Octobe

SPECIAL MEETING OF MEMBERS

Summary of Action Items

WebEx - January 26, 2021

1. Approved Annual Meeting of Members Minutes-October 27, 2020 2. Approved CGC recommendation for Members Committee IPP Sector Seat-Betsy Beck, Enel Green Power North America 3. Approved CGC recommendation of proposed SPP Board of Directors’ Compensation Structure

1 1 of 31

SPP Board of Directors/Members Committee Special Meeting of Members Minutes January 26, 2021

Minutes No. 65

SPECIAL MEETING OF MEMBERS MINUTES

WebEx - January 26, 2021

Agenda Item 1 – Administrative Items

SPP Board of Directors Chair Mr. Larry Altenbaumer called the special meeting to order at 8:00 a.m. Mr. Altenbaumer asked Mr. Paul Suskie to explain the voting process and rules on electronic voting for the Membership; members that have affiliate relationships have only one vote. Ms. Barbara Sugg reported the proxies. There were 176 people in attendance. (Attachments- Proxies, voting rules, and attendance list)

Mr. Altenbaumer referred to the Annual Meeting of Members Minutes for approval from October 27, 2020. (Attachment - Minutes)

Ms. Heather Starnes made a motion to approve the October 27, 2020 meeting minutes; seconded by Mr. Joe Lang. The motion passed unanimously.

Agenda Item 2 – Corporate Governance Committee

Ms. Sugg reviewed Corporate Governance Committee (CGC) activities (CGC Report to Membership - Attachment). She discussed the Markets and Operations Policy Committee re-organization and the new scope documents for working groups, advisory groups and user forums that will be be presented for approval during the board of directors meeting. She reported the reelection process for Board directors and presented the committee vacancies. She also provided the CGC recommendation that Betsy Beck with Enel Green Power North America be approved for the Members Committee Independent Power Producer (“IPP”) seat.

Mr. Steve Gaw made a motion to approve Betsy Beck for the Members Committee IPP Sector seat; seconded by Ms. Heather Starnes. The Membership voted by eVote; the motion passed.

Ms. Sugg proposed the SPP Board of Directors’ Compensation structure and provided the CGC recommendation that the Membership approve the proposed structure..

Mr. Dave Osburn made a motion to approve the SPP Board of Directors’ compensation structure as proposed; seconded by Rob Janssen. The Membership voted by eVote; the motion passed.

With no further business, Mr. Altenbaumer adjourned the Special Meeting of Members at 8:23a.m.

Respectfully Submitted, Paul Suskie, Corporate Secretary

2 2 of 31

BOARD OF DIRECTORS/MEMBERS COMMITTEE MEETING/SPECIAL MEETING OF MEMBERS January 26, 2021 - WebEx - 8:00 a.m. – 3:00 p.m.

Agenda Special Meeting of Members

1. Call to Order and Administrative Items……………………………………...………………….Mr. Larry Altenbaumer

a. Approval of Minutes – October 27, 2020 2. Corporate Governance Committee ...... Ms. Barbara Sugg a. Members Committee Election for IPP Sector Seat i. Betsy Beck, Enel Green Power North America b. Proposed SPP Board of Directors’ Compensation Structure

Adjourn for Board of Directors/Members Committee Meeting

Board of Directors/Members Committee Meeting 1. Call to Order and Administrative Items………………………………………………………….Mr. Larry Altenbaumer

2. Consent Agenda

a. Approve December 7, 2020 Minutes

b. CGC Committee Nominations · Finance Committee Nominations a. Al Tamimi, Sunflower Electric Power Co. – TO b. Matt Palowski, NextEra Energy Resources – TU · Human Resources Committee a. Scott Briggs, Oklahoma Gas & Electric –TO b. Maria Smedley, Arkansas Electric Cooperative Corporation – TU · Organizational Group Chair a. Credit Practices Working Group- Caleb Head

c. Corporate Governance Committee-Approval of Scopes from MOPC Re-Organization · MOPC Working Groups: i. Economic Studies Working Group ii. Market Working Group iii. Operating Reliability Working Group iv. Project Cost Working Group v. Regional Tariff Working Group vi. Supply Adequacy Working Group vii. Transmission Working Group

· MOPC Advisory Groups: i. Model Development Advisory Group ii. Reliability Compliance Advisory Group iii. Seams Advisory Group iv. Security Advisory Group v. System Protection and Control Advisory Group Antitrust: SPP strictly prohibits use of participation in SPP activities as a forum for engaging in practices or communications that violate the antitrust laws. Please avoid discussion of topics or behavior that would result in anti-competitive behavior, including but not limited to, agreements between or among competitors regarding prices, bid and offer practices, availability of service, product design, terms of sale, division of markets, allocation of customers or any other activity that might unreasonably restrain competition.

3 of 31

· MOPC User Forums: i. Change Users Forum ii. Generation Interconnection Users Forum iii. Operations Training Users Forum iv. Settlements Users Forum v. Transmission Service Users Forum

· Credit Practices Working Group Scope

d. Finance Committee i. Amendment to Borrowing Resolution

e. Markets and Operations Policy Committee i. RR424 Separation of RC Area SOL Methodology from Planning Criteria ii. PCWG-Multi-Hobbs-Yokum 345/230 kV Ckt 1 iii. PCWG-OOB XFR McDowell 230 115kV

f. Holistic Integrated Tariff Team Report i. M2: Study Offer Requirements for Variable Resources White Paper ii. M3: Study Automatic Mitigation of Unduly Low Offers White Paper iii. M4a: Study Economic Evaluations Of Reliability: Dynamic Line Rating Whitepaper g. Staff i. Sooner-Wekiwa 345kV Assignment ii. NTC 210542 EKC Modification iii. NTC 200282 Withdrawal-Dollarhide-Tobosa Flats iv. Santa Fe 138 kV Out-of-Cycle NTC Re-evaluation Request (Informational)

h. MMU i. WEIS Market FCA Study Recommendation

3. Reports to the Board

a. President’s Report ...... Ms. Barbara Sugg

b. Regional State Committee Report ...... RSC President Kristie Fiegen c. Oversight Committee Report ...... Mr. Josh Martin

d. Finance Committee Report ...... Ms. Susan Certoma e. Strategic Planning Committee Report ...... Mr. Larry Altenbaumer 4. Markets and Operations Policy Committee ...... Ms. Denise Buffington

a. 2021 SPP Transmission Expansion Plan Report 5. SPP Staff Recommendation a. 2020 ITP - Butler to Tioga 138kV Scope Recommendation ...... Mr. Antoine Lucas

Antitrust: SPP strictly prohibits use of participation in SPP activities as a forum for engaging in practices or communications that violate the antitrust laws. Please avoid discussion of topics or behavior that would result in anti-competitive behavior, including but not limited to, agreements between or among competitors regarding prices, bid and offer practices, availability of service, product design, terms of sale, division of markets, allocation of customers or any other activity that might unreasonably restrain competition.

4 of 31

6. SPP Member Value Statement ...... Mr. Lanny Nickell 7. Future Meetings

2021 RSC/BOD April 26-7 ...... Virtual RSC/BOD July 26-7 ...... Little Rock, AR RSC/BOD October 25-26...... Little Rock, AR BOD December 6 ...... Conference Call

Adjourn for lunch and Board of Directors/Members Committee Executive Session

(NOTE: Attendance for the executive session is limited to the Board of Directors, Members Committee, Officers, and members of the Human Resources Committee for certain portions of the session)

5 of 31 Aaron Shipley SPP Adam McKinnie Missouri PSC Adam Schieffer OPPD Al Tamimi Sepc Alan Myers ITC Holdings Proxy for Brett Leopold-SMoM Amber Joyce Montana-Dakota Utilities Co. Andrew Lachowsky Arkansas Electric Coop Andrew French Kansas Corporation Commission Annette Holbert SPP Antoine Lucas SPP Arash ghodsian EDFR Barbara Sugg SPP Ben Bright SPP Bernie Liu Xcel Energy Bethany McCrea Transource Betsy Beck Enel Green Power North America Bill Dowling Midwest Energy, Inc Bill Grant SPS Bleau LaFave NorthWestern Energy Bob Wittmeyer Longhorn Power Brenda Prokop (ITC GP) ITC Holdings Corp. Brett Leopold ITC Great Plains Brett Hooton GridLiance Brian Rounds AESL Consulting Brian Smith Southwest Power Pool Brian Johnson AEP Bronwen Bastone SPP Director Bruce Rew Southwest Power Pool, Inc. C. Patrick Woods ITC Great Plains, LLC Calvin Daniels (WFEC) WFEC carl Huslig GRC Carrie Dixon Xcel Energy Casey Cathey Southwest Power Pool Charles Locke Southwest Power Pool Charles Yeung sPP Chris Cranford SPP Chris Jones City Utilities Christine Aarnes Sunflower Electric Christopher Lyons CES Cindy Ireland AR PSC Cole Bailey KCC Dale Haugen Mountrail-Williams Electric Cooperative Dana Murphy OCC Daniel Hall American Clean Power Association Darcy Ortiz SPP Director David Kelley SPP David Osburn OMPA David Schmitt IUB David Mindham EDP Renewables David Hudson Xcel Energy / SPS DeAnn Walker Public Utility Commission of Texas Denise Martin SPP Denise Buffington Evergy Companies dennis grennan Nebr. Power Review Bd. Dennis Florom Lincoln Electric System Dennis Reed MWRC Dennis Constien (SPA) SPA Derek Wingfield Derek Sunderman Savion, LLC. Devin Brundage Central Nebraska Public Power DeWayne Todd DDT LLC Don Frerking SPP Elizabeth Moore SPP Director Emily Pennel SPP Erica Brooks SPP

6 of 31 Erin Cathey SPP Farrokh Rahimi OATI Gayle Freier SPP Glenn Bethea SPP Graham Edwards SPP Director Harika Basaran (PUCT) PUCT Heather Starnes MJMEUC Proxy for John Grotzinger Holly Rachel Smth Walmart Proxy for Ryan Thomas, ETEC Jack Madden GDS Associates, Inc. and Rick Tyler, NTEC Jack Clark NextEra Energy Jason Mazigian Basin Electric Power Cooperative Jason Chaplin OCC Jason Fortik Lincoln Electric System Jeff Knottek CUS Jeremy Severson Basin Electric Power Cooperative Jim Jacoby (AEP) AEP/PSO Jim Krajecki Customized Energy Solutions, LTD Joe Lang OPPD JOE RICHARDSON XCEL ENERGY Joel Bladow Tri-State G&T John Varnell Tenaska Power services John O'Dell SPP John Stephens City Utilities of Springfield John Krajewski NPRB john Tennyson SPRM John Olsen Live Phase, LLC Jon Thurber South Dakota PUC Jon Sunneberg Nebraska Public Power District Jordan Schmick Xcel Energy Joseph Lang OPPD Joshua Phillips SPP joshua martin SPP Director JP Maddock BEPC Julian Brix SPP Director Justin Hinton SPP Justin Garrett Strategic Offsites Group Kandii Hughes SPP Kara Fornstrom Southwest Power Pool Kassia Micek S&P Global Platts Katie Southworth Natural Resources Defense Council Kaye McCarty SPP Keith Collins (MMU) Southwest Power Pool Kelsey Allen SPP Kenneth Weber Harlan Municipal Utilities Kevin Smith Tenaska Power Services Kevin Noblet Evergy Kevin Bates SPP (MMU) Kirk Hall Southwest Power Pool Kristie Fiegen SD PUC Kristina Luke Fry KCC Kylah McNabb Vesta Strategic Solutions, LLC Lane Sisung Louisiana Public Service Commission Lanny Nickell Southwest Power Pool Larry Altenbaumer SPP Director larry Holloway Kansas Power Pool Lee Elliott Southwest Power Pool Lloyd Linke Western Area Power Administration Lori Frisk WAPA Luke Haner Omaha Public Power District Luke Hill SPP Maggie Berry Golden Spread Electric Cooperative, Inc. Malcolm Ainspan NRGCS Malinda See SPP Marisa Choate SPP Mark Barbee KEPCo Mark Crisson SPP Director

7 of 31 Matt Pawlowski NextEra Energy Resources, LLC Matt Caves (WFEC) Western Farmers Electric Cooperative Maurice Moss CUS Michael Spencer NPPD Michael Desselle Southwest Power Pool MICHAEL WISE Golden Spread Electric Cooperative Mike Riley SPP Mike Ross SPP Mike Kraft Basin Electric Power Cooperative Moses Rotich Gridliance Natasha Henderson Golden Spread Electric Cooperative, Inc. Nate Morris (EDE) The Empire District Electric Proxy for Tim Wilson Neeya Toleman NextEra Energy Nicole Wagner SPP Noman Williams GridLiance High Plains Pat Hayes LS Power Patrick Clarey FERC Patrick Smith Evergy, Inc. Paul Lampe INDN Paul Suskie SPP Peggy simmons AEP-PSO Pius Fischer Basin Electric Power Cooperative R Tallman OG&E Randel Christmann ND PSC Ray Wahle MRES Ray Bergmeier Sunflower Electric Power Corporation Rebecca Thiem Innovative Energy Alliance Cooperative Richard Ross why do I have to enter this every time? Richard Dillon SPP Rob Janssen Dogwood Energy Robert Safuto Customized Energy Solutions Robert Pick NPPD Proxy for Tom Kent Rodney Massman MOPSC Ronald Thompson Nebrasaka Public Power District Russell Carey SPP Russell Quattlebaum Southwest Power Pool Ryan Houk Transource Ryan Kirk AEP Sam Loudenslager Southwest Power Pool Sam Ellis SPP Steve Purdy SPP Steve Gaw APA Proxy for Carla Holly Steven Drew NextEra Stuart Lowry Sunflower Electric Power Corp Susan Certoma SPP Director Tammy Bright SPP Tara Smith Southwest Power Pool Tessie Kentner SPP Tim Brown GRDA Tom Boyko East River Electric Tom Meland Central Power Electric Cooperative Tom Kleckner RTO Insider Tom Hestermann Sunflower Electric Power Corporation Tom Christensen Basin Electric Proxy for Kevin Bornhoft Tom Dunn SPP Tony Alexander Southwest Power Pool Usha Turner Oge Victor Schock North Dakota Public Service Commission Walt Cecil Missouri Public Service Commission Walt Shumate Shumate & Associates Yasser Bahbaz SPP Zac Perkins TCEC

8 of 31

Minutes No. 64

ANNUAL MEETING OF MEMBERS MINUTES WebEx - October 27, 2020

Agenda Item 1 – Administrative Items SPP Board of Directors Chairman Mr. Larry Altenbaumer called the meeting to order at 8:00 a.m. Mr. Altenbaumer asked Mr. Paul Suskie to explain the voting process and rules on electronic voting for the Membership; members that have affiliate relationships have only one vote . Ms. Barbara Sugg reported the proxies. (Attachment(s) – Proxies, Voting Rules).

Agenda Item 2 – Approval of Minutes

Mr. Altenbaumer referred to the administrative items and two sets of minutes for approval from January 28, 2019 and October 29, 2019. (Attachment - Minutes 1/28/19 and 10/29/19).

Mr. David Osburn moved to approve both sets of minutes; Ms. Heather Starnes seconded. The Membership voted by eVote; the motion passed unanimously.

Agenda Item 3 – Corporate Governance Committee Report a. Election of Directors Elizabeth Moore Larry Altenbaumer Joshua Martin

Ms. Barbara Sugg presented the slate of nominees on the ballot for the Board of Directors. She stated the Corporate Governance Committee (CGC) report. She explained the election process for the Board of Directors. Ms. Sugg introduced Ms. Elizabeth Moore, board nominee seeking to fill the remaining term of the vacant seat replacing Mr. Bruce Shcherr. Ms. Sugg also presented nominees Mr. Larry Altenbaumer and Mr. Joshua Martin who are filling existing terms; all three nominees were elected to fill three-year terms commencing on January 1, 2021. (Attachment –CGC Report). b. Election of Members Committee (sector) Steve Gaw, Advanced Power Alliance – (Alternative Power/Public Interest) David Hudson - Xcel SPS – (Investor Owned Utility) Tim Wilson - Liberty Utilties - (Investor Owned Utility) Joel Bladow - Tri-State Generation & Trans. Assoc. – (Cooperative) Lloyd Linke - Western Area Power Administration – (Federal Power Marketing Agency) Dave Osburn - Oklahoma Municipal Power Authority – (Municipal) Joe Lang - Omaha Public Power District (State Agency) Jeff Riles - Google, LLC (Large Retail) Greg McAuley - Oklahoma Gas & Electric Transmission (Investor Owned Utility)

Ms. Barbara Sugg presented the slate of nominees on the ballot for the Members Committee explaining some nominees are filling an expiring term plus an additional three-year term.

The Membership voted by eVote for the election of Directors and Members Committee. All Directors and Members Committee nominees were approved.

1 9 of 31

Annual Meeting of Members October 27, 2020

c. SPP Bylaws Changes to Section 4.1 to Effectuate the MOPC reorganization. Ms. Barbara Sugg presented the proposed changes to the SPP Bylaws to Section 4.1 to effectuate the MOPC reorganization. The CGC recommended that the Membership approve the proposed amendment to Section 4.1 of the Bylaws with an effective date of January 1, 2021.

Mr. David Osburn made a motion to approve the CGC recommendation for the proposed amendment to Section 4.1 of the Bylaws. Mr. Rob Janssen seconded. The Membership voted by eVote; the motion passed.

Agenda Item 4 – President’s Report Ms. Barbara Sugg began her report with an update on the Pandemic and the impacts it has had on SPP; ninety percent of employees are working remotely except for the control center team. She explained that Mr. Lanny Nickell reported on the operational impacts yesterday at the Joint Quarterly Stakeholder Meeting and that by working together we will continue to maintain the reliability and integrity of the bulk electric system. Ms. Sugg reported that Holistic Integrated Tariff Team (HITT) recommendations continue to make progress. SPP officially kicked off the Strategic and Creative Re-engineering of Integrated Planning Team (SCRIPT) which is an effort to re-engineer our transmission planning process. The Finance Committee (FC) is seeking approval of the 2021 SPP budget. Ms. Sugg reported on the Value and Affordability Task Force (VATF), the SPP and MISO Joint Study, and the first ever virtual Strategic Planning Retreat held in September.

Agenda Item 5 – SPP Corporate Metrics Mr. Lanny Nickell provided the report on the third quarter metrics. anddiscussed the four key metrics- Market, Finance, Reliability, and Performance. (Attachment- SPP Corporate Metrics).

Adjournment With no further business, Mr. Altenbaumer adjourned the Annual Meeting of Members at 8:53a.m.

Respectfully Submitted,

Paul Suskie, Corporate Secretary

2 10 of 31 Election: 2a Meeting of Members Minutes Results by Question Approve the minutes of the 10/27/20 meeting of SPP Members. Total Voters:103 Choice Votes Percentage YES 53 100 NO 0 0 Abstain 1

11 of 31 MEMBER COMPANIES WITH AFFILIATES Xcel Energy: AEP: Southwestern Public Service (Xcel Energy) Public Service Co. of Oklahoma (AEP) Xcel Energy Southwest Transmission Co SW Electric Power Company (AEP) Duke: AEP Southwestern Transmission Co, Inc. Duke-American Transmission Co. LLC AEP Oklahoma Transmission Co, Inc. Duke Energy Transmission Holding Co Transource Energy, Inc. Entergy: Transource Missouri, Inc. Entergy Asset Management Evergy Companies: Entergy Services Evergy Metro NextEra: Evergy Missouri West NextEra Energy Resources Transource Energy, Inc. NextEra Energy Transmission, LLC Transource Missouri, Inc. NextEra Energy Transmission Evergy Kansas South Southwest, LLC Evergy Kansas Central Clean Line: Prairie Wind Transmission LLC Grain Belt Express Clean Line, LLC OG&E: Plains and Eastern Clean Line, LLC Oklahoma Gas & Electric OGE Transmission, LLC 12 of 31 1 MEMBER COMPANIES WITH NO AFFILIATES

Acciona Wind Energy, LLC Enel Green Power North America, Inc. Municipal Energy Agency of Nebraska (MEAN) Advanced Power Alliance Engie North America Nebraska Public Power District Argo Infrastructure Partners Exelon Generation Company, LLC Northeast Nebraska Public Power District Arkansas Electric Cooperative Co. Flat Ridge 2 Wind Energy, LLC Northeast Texas Electric Coop Basin Electric Power Cooperative Geronimo Northwest Iowa Power Cooperative Board of Public Utilities (KC, KS) Golden Spread Electric Coop NorthWestern Energy Boston Energy Trading & Marketing, Inc. Google Energy LLC. NRG Power Marketing Calpine Energy Services Grand River Dam Authority Omaha Public Power District Cargill Power Markets GridLiance High Plains OMPA-OK Municipal Power Authority Central Nebraska Public Power & Irrigation District, The Harlan Municipal Utilities Public Service Commission of Yazoo City, MS Central Power Electric Cooperative, Inc. Heartland Consumers Power District Rayburn Electric City of Coffeville, KS Hunt Transmission Roughrider Electric Cooperative Inc City of Lafayette, LA-Lafayette Utilities System ITC - Great Plains Savion LLC City Power & Light, Independence, MO Kansas Electric Power Coop Shell Energy North America City Utilities, Springfield, MO Kansas Municipal Energy Agency Southern Power Company Southwest Transmission LLC Clarksdale Public Utilities Commission Kansas Power Pool Sunflower Power Electric Cleco Power Group, LLC. Lea County Electric Cooperative, Inc. Tenaska Power Services Corn Belt Power Cooperative Liberty Utilities Tri-County Electric Cooperative, Inc. CPV Renewable Energy Company, LLC Lincoln Electric System Tri-State Generation and Transmission Association, Inc. DC Energy Midwest Dogwood Energy Louisiana Energy & Power Authority Walmart Inc. DTE Energy Trading, Inc. Luminant Energy Company LLC Western Area Power Administration - UGP Dynegy Marketing & Trading Mercuria Energy America Western Farmers Electric Coop East River Electric Power Cooperative Midwest Energy WPX Energy Marketing, LLC Missouri Joint Municipal Electric Utility East Texas Elec Coop Commission XO Energy SW, LP EDF Renewables Missouri River Energy Services EDP Renewables North America LLC. Mor-Gran-Sou Electric Cooperative, Inc.

El Paso Merchant Energy Mountrail-Williams Electric Cooperative 13 of 31 2 CORPORATE GOVERNANCE COMMITTEE SPECIAL MEETING OF MEMBERS JANUARY 26, 2021

14 of 31 Helping our members work together to keep SPPorg southwest-power-pool the lights on... today and in the future. SouthwestPowerPool CGC ACTIVITY • MOPC Re-Org: Approved new scope documents for working groups, advisory groups and user-forums • Updated Board “reelection process” for directors • Includes Members Committee input • Includes directors meeting with CGC • Nominations for Committee Vacancies

15 of 31 2 COMMITTEE VACANCIES

• Approved MOPC Vice-Chair – Alan Myers (ITC) • Consent agenda for Board approval includes: • Finance Committee • Al Tamimi – Sunflower Electric Power Co (TO) • Matt Palowski – Nextera Energy Resources (TU) • Human Resources Committee • Scott Briggs – Oklahoma Gas & Electric (TO) • Maria Smedley – Arkansas Electric Co-op (TU)

16 of 31 3 COMMITTEE VACANCIES

• Members Committee – IPP Sector Seat • Betsy Beck – Enel Green Power North America

• CGC recommends approval by membership

17 of 31 4 BOARD COMPENSATION

18 of 31 5 SPP BYLAWS

• Corporate Governance Committee recommends director compensation • SPP Membership Approves

19 of 31 6 CURRENT COMPENSATION METHODOLOGY

• Basic Retainer • Activity Based - $$$ per meeting • Improved consistency throughout 2020 • Increase in board engagement = more meetings • Have observed increase in average comp, year over year

20 of 31 7 CURRENT FEE SCHEDULE

Compensation Component Amount Comments

Board member $50,000 Board chair (premium) $15,000 Committee chair $10,000 Meetings $500 - $3000 Determined based on type of meeting AVERAGE COMPENSATION (LAST 3 YEARS)

SPP Director Average Comp Year Aged-Forward to 2021 (actual) 2018 $119,161 $132,116 2019 $125,636 $134,585

2020 $147,869

21 of 31 8 PROPOSED – RETAINER BASED (AVG = $137K EST.)

Compensation Component Amount Comments

Board member $95,000 Board chair $40,000

Board vice chair $20,000

Board-level committee chair $20,000 Inclusive of committee member fee

Board-level committee member $12,500 Board advisory, ex-officio, $6,000 liaison support $1,000 - $10,000 Example: Script, HITT, M-1 – amount to be determined Special board assignments per quarter by CEO, CFO, and Corporate Secretary $1,500 Example: Director filling in on a different committee (i.e. Assigned meetings per meeting Graham on FC during 2020) $1,000 If total meetings exceed expectations - to be Board/Committee Meeting fee per meeting determined by CEO, CFO, and Corporate Secretary

22 of 31 9 PROPOSED COMPENSATION - ADVANTAGES • Compensated for responsibility, not frequency • Reduces administrative overhead • Aligns with Mercer recommendation from 2019 • Reduces the potential for inconsistency • Improves budgeting and forecasting • Reduces the variability

23 of 31 10 RECOMMENDATION

• The CGC recommends to the SPP Membership approval of the proposed compensation for the board of directors

24 of 31 11

Southwest Power Pool, Inc. CORPORATE GOVERNANCE COMMITTEE Recommendation to the Membership January 26, 2021 Nomination to Vacancy on the Members Committee

Barbara Sugg Chair SPP Brett Leopold ITC Larry Altenbaumer Vice Chair John McClure NPPD Denise Buffington Evergy Companies Holly Smith Walmart Steve Gaw APA Lloyd Linke WAPA Betsy Beck Enel Green Power North Mike Wise GSEC America Jason Fortik Lincoln Electric System

Background

Representatives of the Members Committee are elected by the Membership to serve three-year terms.

Analysis

The Corporate Governance Committee (CGC) is responsible for nominating candidates for the Members Committee to the Membership for consideration and election by the Members. Holly Carias was initially selected by the CGC to fill the Independent Power Producer/Marketer on the Members Committee beginning January 1, 2021. However, Holly Carias took a position with another company, and therefore is no longer able to fill the seat. As a result, the election for this seat did not occur at the October 27, 2020, Annual Meeting of Members and the CGC began the process of filling the vacancy.

Recommendation

The following candidate is nominated by the CGC for a three-year term on the Members Committee to commence immediately.

Members Committee (sector): Betsy Beck (Independent Power Producer/Marketer)

Per Section 5.1.2 of the SPP Bylaws, other nominations for the Members Committee may be made from the floor provided notice is given to the Corporate Secretary at least 14 calendar days in advance of the meeting of Members.

25 of 31

Approved: Corporate Governance Committee November 12, 2020

Action Requested: Conduct the elections

SPECIAL MEETING OF MEMBERS

January 26, 2021

Ballot for SPP Members Committee

IPP/Marketer:

Nomination to fill three-year term beginning immediately.

(All Members should vote for 1 nominee)

Recommended by Corporate Governance Committee: For Against Betsy Beck (Enel Green Power North America)

Additional Nominees:

26 of 31 Election: 2b Members Committee Election for IPP Sector Seat Results by Question IPP/Marketer: Nomination to fill three-year term beginning immediately: Betsy Beck (Enel Green Power North America) Total Voters:84 Choice Votes Percentage For 48 98 Against 1 2

27 of 31

SOUTHWEST POWER POOL, INC. Corporate Governance Committee

RECOMMENDATION TO THE MEMBERSHIP Board Compensation January 26, 2021 Barbara Sugg Chair SPP Brett Leopold ITC Larry Altenbaumer Vice Chair John McClure NPPD Denise Buffington Evergy Companies Holly Smith Walmart Steve Gaw APA Lloyd Linke WAPA Betsy Beck Enel Green Power North Mike Wise GSEC America Jason Fortik Lincoln Electric System

BACKGROUND

Compensation for serving as an SPP board member has historically been activity-based, with a base retainer. SPP has been moving towards a greater weighting of a retainer component rather than activity-based in recent years. The frequency of meetings and phone calls has been increasing in recent years and this year has been even more pronounced in response to COVID- 19. While the current compensation model has been in place from the beginning and has served the organization well over time, industry best practices for larger, more complex organizations are increasingly shifting to retainer-based compensation for specific board-level responsibilities.

It is recommended by the Corporate Governance Committee (CGC) that SPP effectively move to a retainer-based form of compensation for its directors effective at the beginning of 2021.

ANALYSIS

Corporate Governance Committee (CGC)

Section 4.6.4 to the SPP Bylaws States:

Compensation of Directors Directors shall receive compensation as recommended by the Corporate Governance Committee, and approved by the Membership, and shall be reimbursed for actual expenses reasonably incurred or accrued in the performance of their duties.

As stated in SPP’s Bylaws, the CGC is responsible for recommending the compensation for the

28 of 31

SPP Board of Directors to the SPP membership for approval. After review and lengthy discussion at its meeting on November 12, 2020, the CGC unanimously approved the proposed compensation structure included herein.

The proposed compensation structure de-risks the board compensation requirements. Under the proposed plan, necessary and frequent but unusual activity- such as that which has been experienced in 2020- will no longer trigger additional compensation. Likewise, attending external meetings or conferences, except for a specifically assigned requirement, would be compensated as part of the retainer and not result in additional compensation for directors. The roles of directors as board members, committee members, committee chairs, liaisons, and special task force members or chairs will be compensated based on the responsibility, not the underlying frequency of activity.

This recommended compensation plan also improves budgeting and forecasting accuracy while diminishing the variability of board compensation. It also reduces administrative activity currently required to track individual board member activity. Payments under the proposed structure would be made quarterly instead of monthly.

RECOMMENDATION

The CGC recommends the Membership approve the board compensation plan included below:

Compensation Amount Comments Component Board member $95,000 Board chair $40,000 Mercer suggests this premium be 30% - 70% of the board (premium) member retainer; the proposed amount reflects a 42% premium. Board Vice-chair $20,000 Currently, the board vice chair performs a broad-range of (premium) additional responsibilities which warrants additional compensation; these additional responsibilities are believed to be consistent with that of a board committee chair. Committee chair $20,000 This is inclusive of the committee member fee. This committee chair fee applies only to defined board-level committees. Committee member $12,500 This fee applies only to defined board-level committees. Special board $1,000 to $10,000 This fee would be paid to board members assigned to a assignments per quarter for duration special project (SCRIPT, HITT, CEO search process). The of assignment amount would be determined by SPP’s CEO, CFO, and Corporate Secretary and would consider the number of meetings, the complexity of the issues, the required engagement of the board member, and historical precedents.

29 of 31

Board advisory, ex- $6,000 Compensation for board members serving in specific liaison officio, liaison support roles, such as the Oversight Committee liaison for support the MMU and compliance / audit functions; will also be used for board assignments as liaisons for defined strategic initiatives. The roles must be for a duration of no less than 12 months. Assigned meetings $1,500 Occasionally, it is necessary to assign a board member to Per meeting attend a specific meeting to meet a functional responsibility or to fill a gap. This is not applicable to attendance at MOPC meetings, conferences or RTO meetings. An example of assigned meetings was having a board member temporarily serve on the finance committee following the untimely death of the primary board member assigned to that committee. Board and $1,000 These meeting fees are only applicable if the total number committee meeting of additional formal board and committee meetings is fees significantly more than what is normally scheduled as determined by the CEO, CFO and Corporate Secretary.

30 of 31 Election: 2c Board of Directors' Compensation Structure Results by Question Approve the board compensation plan as presented. Total Voters:103 Choice Votes Percentage YES 53 100 NO 0 0 Abstain 0

31 of 31