heidrick & struggles – executive search consultant rfp response

Presentation of Our Qualifications to Serve

January 2016

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11

Table of Contents

Heidrick & Struggles 2

Company Overview 3

Integrated Leadership Services 4

Approach and Process Overview 5-17

Our Experience and Representative Work 18-28

Commercial Terms 29-32

Sample Candidate Presentation Materials 33-37

Contact Information 38-41

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Heidrick & Struggles

Heidrick & Struggles is the only leadership and talent firm on Forbes’ 100 Most Trustworthy Companies in America

Each year, Forbes turns to GMI Ratings to review the accounting and governance behaviors of more than 8,000 publicly traded companies in North America. GMI assigns each company an accounting and governance risk score based on proprietary modeling designed to identify practices that historically have had a high correlation with increased shareholder risk. The companies that make the list garnered the 100 highest scores for trustworthy behavior over the four quarters of the previous fist year.

“Trust is the foundation for all our firm's relationships," said Tracy Wolstencroft, Chief Executive Officer. "We are committed to winning and keeping the trust of all our stakeholders, including shareholders and debt-holders that rely on the integrity of our operations. Being named one of Forbes’ 100 Most Trustworthy Companies in America is recognition that our stakeholders' trust in Heidrick & Struggles is well placed."

This is the seventh year that Forbes has published the survey; Heidrick & Struggles also made the list in 2012.

33

Company Overview

► An international, premier provider of leadership advisory services,

including executive search, talent management, board

composition, executive on-boarding, culture shaping and M&A

effectiveness

► Over 60 years of industry experience and brand equity

(including nonprofit and utility work)

► Global team of over 320 consultants working from more than 50

locations in principal cities of the world and emerging markets

► In January 2013, Heidrick & Struggles acquired Senn Delaney, a

recognized leader in corporate culture-shaping consulting that

focuses on aligning senior teams and engaging entire

organizations to create thriving, high-performance cultures with

all employees from top to bottom operating at their best

Heidrick & Struggles Overview

► Our Leadership Advisory approach, a blend of search, consulting

and culture shaping services, helps our clients meet the

challenges inherent in leadership risk by determining:

― The leadership they need to deliver on future strategy

― The leadership they have today

― How to close the gap between the two

► Our access to a large, global candidate pool drives success in

engagements for Board, CEO and other C-Suite roles across a

broad range of regions and industries

We Help Clients Build Winning Leadership Teams

Industry and Functional Search Practices

Global Industry Practices

Global Functional Practices

Specialty Practices

Consumer MarketsEducation, Nonprofit &

Social EnterpriseFinancial Services

Global Technology & Services

IndustrialLife Sciences &

Healthcare

Supply Chain & Operations

Human Resource Officers

Legal, Risk, Compliance & Government Affairs

CEO/Board of Directors

Information & Technology

Officers

Marketing, Sales & Strategy Officers

Financial Officers

Diversity ServicesBig Data & Analytics

Private Equity & Venture Capital

Heidrick & Struggles Office LocationsInternet of Things

44

Integrated Services Core Capabilities Core Capabilities

Integrated Leadership Services

► Executive Search

► Board Effectiveness

► Executive Succession Planning

► Top Team Performance

► Leadership Assessment

► Leadership Development

► Leadership Talent Strategy

► Culture Shaping

Leadership Consulting

Assess and benchmark the capability, fit, and future potential of senior leaders and then create customized development paths

Culture Shaping

Assess and bridge the gap between your current and desired corporate culture to propel the organization to be at its best

Executive Search

Build leadership teams based on your strategic needs and culture fit; leveraging our deep insights and global access to talent

Leadership Signature

LEEED - a competency framework

Executive Culture Profile

SD Culture Assessment (CCP)

DURAM Culture Shaping methodology

Proprietary Assessment Tools & Methodologies

5

Financial Services Practice

Approach and Process Overview

66

Formal & 3rd Party ReferencingPosition Specification Long List Short List & Interviews

1-2Weeks

PhaseI

2-3Weeks

PhaseII

4-7Weeks

PhaseIII

PhaseIV

PhaseV

Organizational Consulting

► Understand industry

dynamics and client’s

current situation

► Develop position

specification; Leadership

& Experience Criteria

► Develop and finalize

search strategy with

stakeholders

► Senior team leadership &

Executive Culture

Profile™ analysis & profile

Identifying & Reviewing

► Conduct research to identify relevant candidates in target industries and companies

► Review team diagnostics to help minimize candidate risk and enhance selection criteria

► Determine suitability, availability, and potential interest

► Meet with client to review Long List

► Prioritize outreach

Interviewing &

Presenting

► Interview and qualify

target candidates

► Administer Leadership

Signature™

► Prepare candidate profile

presentations

► Coordinate interviews

with client

► Conduct informal

referencing and begin

degree verification

Selection & Presentation

of Offer

► Initiate compensation

discussions between

client and candidate

► Conduct 360-degree

referencing; review with

client

► Client makes formal offer

to candidate

Closure, Transition &

Follow Up

► Support transition

process of placement

► Conduct 1:1 coaching

and on-boarding sessions

with placement based on

references and

team/candidate analysis

► Full debrief with client

regarding process and

integration

Conducting the Search – A Partnership

This is an indicative map for the executive search process we propose for each client. We seek to adapt our approach to suit your

circumstances; in addition to formal reviews, we communicate with you regularly to ensure that you are updated on the progress of

your assignment. The search process generally proceeds in five major phases, resulting in the first panel of candidates ready to

present to the client within weeks.

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Proposed Search Process and Timeline for FMPA

Throughout the search assignment, we will be in contact with the selection committee on a continuous

basis, including formal status updates on either a weekly or bi-weekly basis via written reports and status

update calls.

(1) Timeframe subject to client and candidate availability for scheduling interviews.


H&S conducts research, strategic analysis, and interviews with client’s Directors and other stakeholders to gain agreement on position specification and Leadership & Experience Criteria.

H&S conducts telephone sourcing and initial candidate identification and development.

H&S conduct in-depth internal and external candidate interviews.

Finalist candidates interviews with client.

Finalist candidate references are checked; offer is made and/or negotiated.

Search is completed; assist in transition planning; review search; follow-up to assure successful transition and integration.

Identifying and Reviewing

Interviewing and Presenting


Selection and Presentation of

Offer

Transition and Closure

1-2 weeks 1-2 weeks

2-3 weeks 3-5 weeks

2-3 weeks 5-8 weeks

2-4 weeks 7-12 weeks

1 week 8-13 weeks

1 week 9-14 weeks

Phase Key Activities Timeframe (1) Total time elapsed

At this time, a full status report is given.

At this time, a panel of 3-5 candidates is presented.

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Understanding FMPA as an organization and the charter of the role is crucial to developing the right

candidate profile

Conducting the Search – Phase One

Phase one

► Set meetings with the Board and/or other stakeholders to ascertain required information regarding ideal candidates for the position.

► From the existing job description, refine the job description, develop a candidate profile, including the knowledge, skills and abilities required to become a successful candidate for the position. Coordinate with the Board and/or other stakeholders to ensure the list meets its requirements/desires.

► Assist the Board and/or other stakeholders in developing a strategy for carrying out the recruitment of the candidate executive, including outreach to encourage applicants from diverse backgrounds to apply.


►What are FMPA’s organizational goals, recent successes, biggest challenges?

►What defines FMPA’s culture? How are executives successful with FMPA?

►What is the vision for the role in question? How will the role support FMPA’s goals and culture?

► Create an “acid test” for candidates. Define required and preferred competencies, leadership and managerial behaviors, and personal characteristics.

►Define critical 30/60/90 day goals.►What are the long-term goals for the role? What

does success look like for the candidate over the next five years?

Key Points to Consider

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Project Analysis & PlanningOrganization & Leadership Assessment: Business Review

As a key early step in the CEO transition, an organizational and leadership assessment provides the analysis for defining

the specific CEO needs and broader organization capabilities required to deliver on corporate strategy, both immediate

and longer term. The process commences by interviewing select members of the executive leadership team and the

Board.

Business Review – What it is

Through the business review we conduct one-hour interviews with select Board members, incumbent CEO, members of

the top management team and other stakeholders as directed by the committee to produce an in-depth assessment of

FMPA’s strategy, market opportunities, market challenges, industry trends and desired culture.

Business Review – Why it matters

► Findings of the business review become the foundation for a forward-looking profile of FMPA’s next CEO

► The process helps to create alignment among Board members and other key stakeholders

► The review uncovers additional risks and challenges related to the succession process

Assessment may include:

► Understanding current performance, the market forces, critical strategic imperatives and priorities

► Understanding the broader organization and leadership

► Assessing the required organizational values and leadership culture going forward, including: capabilities, style and

performance dynamics to set expectations for the rest of the enterprise

► More precisely defining the underlying values, competencies and behaviors required from the successor CEO in

order to deliver on the strategy and truly create shareholder value

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Customized Competency Model

We believe one of our key differentiators is the style and technique in which we interview, assess, screen and present the suitability

of candidates for the positions. We have spent many years creating and evolving a Learning Agility, Envision, Engage,

Execute, Deduce (LEEED) framework of competencies against which all interviews are conducted.

Our competency model can be adapted to fit your unique leadership requirements, strategic position, and culture. We would work

with you to ensure that the appropriate competencies are identified at the outset of the search processes.

►Visionary leadership

►Organizational buy-in

Envisionleading visionary change

►Driving results

►Decisiveness/decision making

►Self-confidence and

determination

►Managing innovation

Executeleading results

►Openness of communication

► Team leadership

►Relationship building

►Modeling key values/ethical

►Delegating and empowering

► People development

Engageleading involvement

► External awareness

►Best practice perspective

►Customer orientation

► Internal awareness

Learning Agilityunderstanding the environment

Deducemastering complex business problems

►Analytical thinking

►Conceptual thinking

►Creative thinking

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Candidate Assessment FrameworkCEO Experience Criteria Example

H&S Evaluation

“Score”

Safety and Environment

Sector BackgroundCommodity Risk

ManagementLabor Relations Negotiations

Capital Intensive Industry

Asset Management

Has built organizational capability to manage

safety and the environment in the

power industry.

Executive with extensive senior experience in the

regulated power generation and

transmission market.

Strong track record as a driver of operational

improvement in process asset-based multi-site

industries. Has successfully led multiyear

capex programs.

Has led power trading and risk management teams. Has significant experience developing hedge and other risk

management strategies.

Regarded by all stakeholders as a world-

class champion of effective workforce

relations and community engagement.

Viewed by industry and government as a leader in defining the industry

landscape. Respected by all as key to the solution.

Has built organizational capability to manage

safety and the environment in a major public hazard industry.

A renowned power sector executive with deep

operational background in power generation, with limited or no exposure to transmission operations.

Has driven improvement in asset operations as a

divisional leader, including new capex

investment but not in a multi-site environment.

Has experience as a member of an executive team in a commodity-

driven environment and has been involved in

setting price risk management strategies.

Good record of successful union

relations. Has a proven strategy for workforce

and community engagement.

Has led high-level bilateral/multiparty

negotiations with senior executives and others. Consummate deal doer and strong negotiator.

Regards safety and environment as critical to an integrated strategy to

create value. Has not worked in a major public

hazard industry.

Has worked in capital intensive sectors,

including petroleum refining and/or

chemicals.

Has worked in environment where asset improvement and capital investment have been

strategic imperatives but has not led process

personally.

Has been a member of commodity trading team

during career, but no experience in the power

sector.

Clearly understands value of close

relationships with unions and has specifically built

organizational IR capability.

Has deep negotiating experience but limited to

contractual/M&A transactions within a

corporate environment.

Has held overall corporate responsibility

for the safety/ environmental agenda;

may regard both as necessary processes but

not as strategic.

Has worked in capital intensive industries

throughout career but no or limited experience in

complex process industries.

Has operations background but has no track record of driving significant performance improvement or of large

capital programs.

Has worked in a commodity-driven

environment but has not had executive

involvement in price risk management strategy.

Some experience of union management but

regards workforce relationships as an

ongoing battle rather than a valued partnership.

Understands fundamentals of

commercial negotiation and has been involved in M&A/contract negotiation

but not as leader.

Has worked in companies where safety and the environment are

important but has not held executive

responsibility for either.

Understands the complexities and

challenges of capital intensive industries but has little direct relevant

experience.

Little exposure to asset operations. Experience more on the marketing

or commercial functions.

Has no experience in a sector where commodity

price variations affect corporate performance.

Has not held direct responsibility for union

relations. Displays intolerant rather than collaborative attitude.

Has not held a commercial role and has

had little exposure to contractual or M&A

activity.

2

1

3

4

5

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Candidate Assessment FrameworkCEO Leadership & Behavioral Criteria Example

H&S Evaluation

“Score”Strategic Thinker

Team Builder and Change Agent

Able to Drive Performance in a

Complex Organization

Strong Commercial and Value Mindset

Public Reputation Communicator

Uncanny depth, breadth and impact of intellect. Approaches problems or challenges by developing

new perspectives.

Has established inspirational working cultures, teams and

leadership across a multi-divisional organization.

Has built a positive vibrant culture that

appropriately balances accountability,

responsibility and authority; delivers

results.

Has built an organization-wide

shareholder value ethos and commercially-

focused decision making culture.

Regarded as best-in-class by government and

regulators and has demonstrated steely

regard for governance and leadership in the

past.

Persuasive communication skills which increase job

performance and engage others in all situations.

Spontaneously generates new ideas. Comfortable

with innovation even with a risk of failure.

Has led inspirational change through a major division and built strong direct reporting teams.

Masterminded new ways for engaging people

across the organization and designed delegation

structures to drive delivery.

Has a vision of business as a tool to create shareholder value.

Absolute clarity around commercial drivers and

decision making.

Strong track record and extensive experience on

Board of public companies. Well

respected by public stakeholders.

Speaks succinctly and convincingly. Thinks

before speaking. Displays confidence while speaking with

others.

Receptive toward new ideas and approaches,

but wants a good business case before applying them in the

organization.

Has driven significant change through a

function or process and built cultural cohesion

across a complex business.

Respected team leader in multiple settings and

built an infectious sense of urgency and

performance disciplines.

Naturally uses a value imperative to direct decision making. Pragmatic and

commercially savvy.

Well known externally and regarded as a solid

performer with no substantive issues

arising from past roles.

Conveys ideas and thoughts in a cohesive manner. Comfortable speaking aloud and

organizes thoughts well.

Will consider new ideas but wants to make certain that new

approaches have worked well in comparable

situations.

Strong evidence of small project team leadership; no long-term operational roles. More thinker than

leader.

Has built high-performing team(s) aligned to a

strong system of performance management.

Uses commercial drivers to support decision making but has a

tendency to “deep dive” into operational detail.

Known in government circles but some

questions as to track record and/or judgment

stemming from past roles.

Attempts to organize thoughts on subjects but tends to ramble and get off topic when speaking

for a period of time.

Relies upon “tried-and-true” ideas and

approaches. Is generally cautious about changing the way things are done.

Numbers driven leader. Has achieved solely through driving hard

performance. Not a team builder.

Tends to emphasize logic over EQ and overly focused on detailed

performance management; poor

delegation.

Tends to focus on process and operational detail rather than taking a broad commercial and

strategic view.

Not known by financial community, no

experience on Board of public companies, little governance exposure.

Communication skills hinder job performance. Unable to speak or write

effectively. Disorganized and lacks focus when speaking.

2

1

3

4

5

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Developing a thoughtful search strategy and target universe together will get the search off to a fast

start

Conducting the Search – Phase Two

Phase two

► Identify potential contacts and conduct personal outreach recruiting, including potentially posting the position through national channels.

►With FMPA’s approval, prepare an appropriate strategy and place advertisements for the position in relevant journals and publications.

► Review resumes of each applicant, determine those meeting minimum qualifications.

Identify and Review

► Are there internal candidates that have expressed an interest in the role? We will outline different approaches to managing internal candidates formally and informally; in addition, we will recommend the appropriate timing for considering internal candidates during the overall search process.

► Relative to external talent, what organizations are respected by FMPA as having high caliber, culturally aligned executive talent? What organizations are not viewed as a strong fit with FMPA?

► Fully leverage H&S’s internal network and industry contacts to ensure exhaustive market coverage.

► Review initial prospective candidate backgrounds together to level-set and ensure alignment on the “acid test” early in the process.


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Conducting the Search – Phase Three

Together we can identify and assess the right potential candidates and establish the right approach for

FMPA to interview the most qualified and interested candidates

Phase three

► Conduct interviews to clarify applicant’s experience, qualifications, competencies and compensation.

► Prepare a written summary of the 5 to 6 candidates with the most promising qualifications.

► Evaluate candidates for serious consideration (4 to 6) by conducting in-depth reference checks with individuals who are or have been in a position to evaluate the candidates’ performance on the job. Through referencing, ascertain the candidates’ strengths and personal dimensions that would qualify him or her for the position. Include areas in which FMPA should delve deeper during its interview process.

►With FMPA’s input, and final approval, design and finalize the interview process, questions, panel makeup. Coordinate interviews. Conduct an Executive Assessment for the leading candidates.


►H&S will conduct a thorough, multi-step evaluation of the candidates jointly selected with FMPA. Through the evaluation process H&S will continually update FMPA on progress, marketplace observations and project challenges and opportunities.

► For qualified candidates, H&S will provide a full assessment based upon the “acid test” developed with FMPA at the beginning of the project. This assessment will include developmental areas and commentary on the ability to recruit to FMPA.

►H&S will work closely with FMPA to determine the most effective interview process for qualified candidates. This will encompass how and when to engage peers and the role of the subordinates in the recruitment process.


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H&S will serve as a trusted partner in final candidate selection, offer negotiations, in-depth referencing

and successful on-boarding into FMPA

Conducting the Search – Phase Four

Phase four

►Debrief with the FMPA following interviews, and identify additional candidates if necessary.

► Verify selected candidates’ educational background, and conduct criminal and financial background checks.

► Assist FMPA with compensation negotiations.

Selection and Presentation of Offer

► Timely and in-depth feedback on candidates to H&S helps ensure alignment with the “acid test”.

►H&S continues to develop the candidate “pipeline” as selected candidates are interviewed to ensure continual search progression.

►H&S will serve as an effective partner managing compensation structuring and negotiations.

►H&S does 360 referencing on all candidates that are extended an employment offer. Candidates are referenced at the superior, peer and subordinate level. This ensures a robust perspective on the candidate’s skills and behaviors. This process can be used to develop a thoughtful onboarding program into FMPA.

►H&S can assist FMPA with utilizing third party, independent services to conduct criminal and financial background checks.


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We are committed to the long term success of our clients and placements

Conducting the Search – Phase Five

Phase five

►Notify applicants who are not selected. ► If the successful candidate leaves the employment

of FMPA within one year of placement, re-initiate a one-time additional executive search in accordance with the specification of H&S, at no fee to FMPA

Follow-up

►H&S manages candidates thoughtfully throughout recruiting process. We ensure that unsuccessful candidates are “signed off’ respectfully at the appropriate time and with appropriate feedback.

►H&S has a commitment to continuous improvement and will request feedback on our team’s performance through a quality survey. We value your input and use the information to refine our search approach.

►We are committed to client satisfaction. We offer a 12-month guarantee to conduct the search again, at no fee, as outlined in our search confirmation letter.

► For key executive roles, H&S can provide FMPA with a coaching plan. H&S will offer robust on-boarding services for the candidate under an additional agreement to this project.


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Best Practices in Recruitment

Key Factors for

Success (KFS) are

developed jointly with

the client and with

constant link back to the

position profile to ensure

that our work is a unique

reflection of the client

and the position. After a

candidate has been

interviewed, the KFS

summary is utilized in

creating an assessment

document presented to

the client.

LEEED Framework

allows Heidrick &

Struggles to work with

you to select the most

critical leadership

competencies for the

position under review

and also define the

desired leadership style

for the role.

As a standard practice,

our formal referencing

process includes

individual reference

reports for each of the

finalist candidates.

1

2

3

► Visionary leadership

► Organizational buy-in

Envision

leading visionary change

► Driving results

► Decisiveness/decision making

► Self-confidence and

determination

► Managing innovation

Execute

leading results

► Openness of communication

► Team leadership

► Relationship building

► Modeling key values/ethical

► Delegating and empowering

► People development

Engage

leading involvement

► External awareness► Best practice perspective► Customer orientation► Internal awareness

Learning Agility

understanding the environment

Deduce - mastering complex

business problems

► Analytical thinking

► Conceptual thinking

► Creative thinking

► Qualifications

► Experience

► Knowledge

► Technical Skills

► Functional Competencies

Technical & Functional

► Values

► Motivation

► Personal style

► Personality traits

Personal Characteristics

► Leadership and management

behaviors

Behavioral Competencies

► We will speak with a group of

individuals who have had a first-

hand working relationship with

the candidate as a peer, superior

or subordinate

360-degree coverage

► Our objective is to extend the

assessment of the candidate’s

critical competencies and

relevant professional experience.

We seek to corroborate

previously gathered information

Assessment against selection

criteria

► Reference discussions are

conducted with those the

candidate provides as well as

with individuals with whom we

have a separate relationship

On- and off-list names

18

Our Experience and Representative Work

1919

Select Utility, Water and Waste Clients Include

Integrated Energy Clients: Generation Clients:

http://www.pge.com/

http://www.pge.com/

2020

Select Utility, Water and Waste Clients Include (continued)

Transmission and Distribution Clients: Water & Waste Clients:

Retail Energy & Natural Gas Clients:

http://www.conedison.com/

http://www.conedison.com/

2121

Select Relevant AssignmentsPublic Sector Utilities

Company Position

Atlanta Housing Authority ► Chief Human Resources Officer

City Public Service of San Antonio, Texas ► Senior Vice President, Transmission and Distribution

Detroit Water and Sewage ► Director

Empire State Development Program ► Executive Director

Federal Retirement Investment Board ► Executive Director

JEA (Jacksonville Energy Authority) ► Chief Financial Officer

Long Island Power Authority ► Chief Executive Officer

Milk Processors Education Program ► Chief Executive Officer

New York Power Authority ► Senior Vice President, Human Resources

► Senior Vice President, Internal Audit

► Senior Vice President, Enterprise Shared Services

New York City Department of Finance ► Chief Information Officer

Philadelphia Gas Works ► Chief Executive Officer

► Chief Operating Officer

► Chief Financial Officer

South Martin Regional Utility ► Chief Executive Officer

The Energy Authority ► Chief Executive Officer

The Federal Reserve Board of Governors ► Market Assessment Project

United States Postal Service ► Vice President, Facilities

► Vice President, Finance

► Manager, Realty Asset Management

► Manager, IT Computing Services

► Manager, IT Service Center

Washington Metropolitan Area Transit Authority ► General Manager

Washington Suburban Sanitary Commission ► Deputy General Manager

2222

Select Relevant AssignmentsUtility CEO/COO/President

Company Position

Allegheny Energy ► Chairman, President and Chief Executive Officer

Boston Power ► Chief Operating Officer

Capstone Turbine Corporation ► Chief Executive Officer

Comverge, Inc. ► Chief Executive Officer

Detroit Water & Sewer ► Chief Executive Officer

DPL Inc. ► President and Chief Executive Officer

El Paso Electric Company ► President and Chief Executive Officer

Energy Conversion Devices Inc. ► Chief Executive Officer

EnergySouth, Inc. ► Chief Executive Officer

Global Energy Decisions LLC ► President, Global Energy Software


GoodCents ► Chief Executive Officer and President

Iberdrola Renewables, S.A. ► Chief Executive Officer

Intelligent Energy ► Chief Operating Officer

ISO New England ► Chief Executive Officer

Long Island Power Authority ► Chief Executive Officer

New York ISO ► Chief Executive Officer

North American Energy Alliance ► Chief Executive Officer

Northeast Utilities ► President, Connecticut Light & Power

► President, Non-Regulated

Prenova Inc. ► Chief Executive Officer

Southwest Water Company ► Chief Executive Officer

Spark Infrastructure ► Chief Executive Officer

SunEdison, LLC ► Chief Executive Officer

The Energy Authority ► Chief Executive Officer

2323

Select Relevant AssignmentsEnergy and Utility

Company Position

AES Corporation ► Vice President, Controller and Chief Accounting Officer

► Chief Operating Officer, Brazil

► Vice President, Mergers and Acquisitions

► Vice President, Distributed Energy

► Vice President, Internal Audit and Advisory Services

► Global Sales Director, Channel Sales

ALLETE, Inc. ► Non Executive Directors (3)

Arizona Public Service Company ► Vice President and Chief Information Officer

► Vice President, Communications

► Vice President, Human Resources

► Director, Total Rewards

Atmos Energy Corporation ► Chief Information Officer

► Senior Vice President, Human Resources

Calpine Corporation ► Senior Vice President, Human Resources

► Vice President, Procurement

Centrica Plc ► Chief Information Officer, British Gas

► Chief Financial Officer, Centrica Energy Midstream

► Group Head of Sustainability

► Head of Talent, Learning and Development

► Group Talent and Capability Director

► Group Head of LNG

► Head of Nuclear

► Head of Power

Direct Energy ► Head of Information Services, Direct Energy Upstream and Trading

► Chief Marketing Officer, Direct Energy Residential

Dominion Resources, Inc. ► Director, Asset Management

2424

Select Relevant AssignmentsEnergy and Utility (continued)

Company Position

DPL Inc. (now AES) ► President and Chief Executive Officer

► Senior Vice President, General Counsel and Corporate Secretary


Duke Energy Corporation ► Operating Executive – Chief Executive Officer Succession Planning

► Senior Vice President, Construction

Edison International ► Non Executive Director

► Vice President, Business Customer Division

Edison Mission Energy ► Vice President, Chief Information Officer

El Paso Electric Company ► President and Chief Executive Officer

Energy Future Holdings Corp. ► Chief Marketing Officer, TXU Energy

► Chief Executive Officer, Europe

Equitable Resources Inc. (Now EQT Corporation) ► Senior Vice President, Geoscience

ERCOT (Electric Reliability Council of Texas) ► Vice President, Grid Operations

► Vice President, Commercial Operations

Evergreen Energy Inc. ► President, Chief Executive Officer and Director

Eversource Energy (formerly Northeast Utilities and

NSTAR)

► Corporate Secretary

► Vice President, Information Technology and Chief Information Officer

► Vice President, Accounting and Controller

► Vice President, Communications

► President, Connecticut Light & Power

► Vice President, Customer Service

► Vice President, Strategic Planning

FPL Group, Inc. ► Executive Vice President, General Counsel

Matep LLC (Morgan Stanley Infrastructure) ► President and Chief Executive Officer

National Grid Plc ► General Counsel

► Vice President, U.S. Talent and Organization Development

2525


Company Position

Natural Systems Utilities ► Chief Executive Officer

New Mexico Gas Company ► Vice President and General Counsel

New York Independent System Operator ► President and Chief Executive Officer


North American Energy Alliance, LLC ► Chief Executive Officer and President

NRG Energy, Inc. ► Senior Vice President, Asset Management and Development

NYPA ► Senior Vice President, Internal Audit

► Senior Vice President, Human Resources

Pepco Holdings, Inc. ► Senior Vice President, Chief Financial Officer

PG&E Corporation ► Non-Executive Directors (4)

Pike Electric Corporation ► Non-Executive Directors (2)

PPL Corporation ► Non-Executive Directors (2)

Sempra Energy, Inc. ► Non-Executive Director

► Vice President, Government Relations

Sempra Utilities ► Vice President, Regulatory Affairs

Seven Seas Water ► Chief Executive Officer

► Chief Financial Officer

► Vice President, Business Development

Severn Trent ► Vice President, Water Purification (now CEO, Water Purification)

► Senior Vice President, Operations, Operating Services U.S.

► General Manager, Gulf, Operating Services U.S.

► Vice President, Commercial and Procurement

South Jersey Industries, Inc. ► Non-Executive Directors (2)

South Martin Regional Utilities ► Chief Executive Officer

2626


Company Position

Southern Company ► Vice President, Transmission

► Vice President, Innovation

Southwest Generation ► Leadership Services

Southwest Water Company ► Chief Human Resources Officer

SunEdison, LLC ► Chief Executive Officer

► President, North America

► Vice President, Utilities

The Energy Authority, Inc. ► Chief Executive Officer

The Gas Company ► Chief Executive Officer

UGI Corporation ► Non-Executive Directors (3)

UniSource Energy Corp ► Vice President, Human Resources

Vulcan Power ► Chief Executive Officer


► Vice President, Development

Washington Suburban Sanitary Commission ► Deputy General Manager

Xcel Energy ► Vice President and Chief Information Officer

► Senior Portfolio Director, ERP

► Portfolio Director, Corporate Systems

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Our Industry Relationships & Diversity Leadership

National Alliances where we have relationships and insights include:

New World Alliance

► We interact with key industry leaders and speak at key Industry association events about emerging human capital talent trends, talent assessment and C-suite succession strategies.

► From Investor Owned Utilities to Public Power to Local Gas Distribution to Nuclear Power Development, Heidrick & Struggles has long been recognized as a thought leader on executive recruitment and leadership advisory services.

► Heidrick & Struggles is uniquely positioned to present our clients with a diverse slate of the world’s most experienced and successful candidates across a broad range of experiences and disciplines.

Our Commitment to the Sector & Diversity

http://www.eei.org/

http://www.eei.org/

http://www.aga.org/

http://www.aga.org/

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Our Commitment to Diversity, Equal Employment & Affirmative Action

Mission Statement

At Heidrick & Struggles, we

realize diversity is a reality

created by individuals and

groups from a broad spectrum

of demographic and

philosophical differences. It is

extremely important to

support, encourage and

strengthen diversity for our

business partners because

when we value individuals free

from prejudice fostering a

climate where equity and

mutual respect are intrinsic,

our business partners create a

success-oriented, cooperative

environment that draws

intellectual strength and

produces innovative solutions

from the synergy of its people.

Diversity and civility are

essential for corporations to

continue world-class distinction

with commitment to

excellence, equity and equality.

For decades, companies large and small have competed successfully in the global

marketplace. Only recently, in the age of instant access, has the globe and the

marketplace become, at once, so small and so expansive. In an effort to create or

extend an advantage over their competitors, companies are not only scrutinizing

cost reduction initiatives and investment decisions; they are focusing on employee

productivity and the workplace issues that affect it.

Leading companies are now looking at the workplace through the lens of inclusion

– making welcome a diverse spectrum of nationalities, perspectives and

competencies. Though workplace diversity is not a new concept, the synergy

created by globalization and the resulting sensitivity to corporate culture has given

it new life.

Heidrick & Struggles understands diversity and is poised to present our clients

with a diverse pool of the world’s most experienced, talented candidates for

executive-level positions in all industries and disciplines.

Diversity Overview

Heidrick & Struggles is committed to a policy of equal opportunity for all

employees and applicants including members of minority groups and women, and

will endeavor to make reasonable accommodation to the limitations of physically

and mentally handicapped or disabled employees and applicants, and to fully

utilize the skills of veterans. The company expects all employees to support this

policy and to comply with all applicable laws prohibiting discrimination in

employment.

Equal Employment and Affirmative Action Overview

Commercial Terms

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Fees and Expenses

As a professional service firm, Heidrick & Struggles works for clients on a cash retainer basis, with our standard retainer for professional services calculated at 33% of the first year’s estimated cash compensation for each individual employed. Cash compensation includes base salary and any actual, projected bonuses and sign-on bonuses that the placed executive receives.

Professional fees (Retainer)

Expenses to be reimbursed by the client fall into two general categories. We are reimbursed for direct expenses, indirect expenses, and value added (VAT)/sales taxes. Direct expenses are costs associated with the interviewing and selection process and with visits to the client location. Direct expenses may also include VAT/sales taxes arising from services performed on this assignment that are not invoiced directly to you. Indirect expenses are costs that are attributable to our client projects as incremental costs but are not possible to attribute to each individual project. Indirect expenses are 3% of the Retainer, billed monthly, for the duration of the assignment.

Expenses

Our cash retainer is invoiced over a three-month period. At the beginning of the search, a mutually agreed upon target compensation is used for billing purposes. One-third of this target compensation is then billed in three equal installments.

Invoicing

At the conclusion of the search, if the placed executive is employed at a higher cash compensation level than originally estimated, a final cash retainer invoice is issued reflecting an adjustment to one-third of actual cash compensation. If the executive is employed at less than the originally estimated annual cash compensation, the full cash retainer is considered earned. If this project is cancelled within the first 30 days, we will charge one-third of our initial fee, plus expenses. Should an assignment be terminated by the client after 30 days and before 90 days, the client is obligated only for the pro rata portion of the cash retainer (based upon 90 days), plus expenses. Should the search not be completed during the time our retainer is billed, we would continue to work for up to six months, if necessary, charging only direct out-of-pocket expenses, which would continue to be billed on a monthly basis until the assignment ends. In the unlikely event that a solution is not at hand after six months of effort, experience has taught us that it is mutually desirable to re-evaluate the entire project. If it becomes necessary to cancel the search after our retainer is billed, the full cash retainer is considered earned.

Reconciliation

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Code of Business Conduct and Commercial Terms

We pride ourselves in placing our clients’ best interests first in all that we do. We strive for exceptional client

satisfaction.

Our Commitment

Client Relations

We will engage our clients in a consultative process aimed at advising them in selecting capable and effective

organizational leaders and improving leadership teams. Success in this process depends on developing a

comprehensive understanding of our clients’ business needs and being candid and responsive in helping them to

achieve their objectives.

We will not recruit the Manager of or the Direct Reports of the Placement for a period of 12 months from his/her start

date.

Off Limits

We will protect, to the extent not prohibited by law, client information that is sensitive, private or confidential. Strict

confidentiality. Critical and sensitive information about our clients is limited to the assigned team only.

Client Information

If the employment of the candidate identified by us and employed by you is terminated by you for specific reasons

within the first 12 months following the date of employment, we would restart the assignment in accordance with the

terms and conditions of this letter, charging no further fee except for direct out-of-pocket expenses plus indirect costs.

Guarantee

We maintain separate teams to serve each client. Each team operates independently with resolute focus on their respective client’s needs.

Independent Team

Meticulous adherence to our Global Contact Protocol to ensure fair access to candidates.

Global Contact Protocol

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Responses to Additional RFP Provisions

Heidrick & Struggles has all applicable business insurance. If selected, we will supply necessary documentation and/or

proof of insurance as required.

Sec. 6.1.7 – Insurance

Sec. 6.1.8 - Contract

At this point Heidrick & Struggles has no significant exceptions to the proposed language. Upon award, additional

clarifying terminology may be appropriate to confirm specific project scope.

Heidrick & Struggles has a clear policy around the use of alcohol and controlled substances being grounds for

termination.

Sec. 15 – Drug Free Workplace

Sample Candidate Presentation Materials

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Sample Candidate Presentation Materials

For each candidate considered, Heidrick & Struggles will present a summary grid and an assessment scorecard, which will be based upon the core competencies you identify.

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Sample Candidate Report

For each candidate that the Search Committee selects to interview, we will provide a full summary of the candidate’s professional history.

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Contact Information

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Kay M. Fuhrman

Kay Fuhrman is a Partner in the Dallas office. Kay’s work focuses on senior level search

assignments including CEO, President and Boards of Directors. She serves in the Industrial

practice focusing on Energy, Utilities and Technology. Kay’s clients have included regulated

and unregulated electric, natural gas and water companies as well as the infrastructure

development, equipment and technology supporting the industry.

Prior to joining Heidrick & Struggles, Kay served as Vice President of Business Development

for Alliance Data leading large scale business process and information technology outsourcing

transactions and systems integration engagements for energy, power generation and utility

companies across North America. In this role, Kay also managed the company’s strategic

partnerships with technology and key service providers leveraged for the delivery of Alliance

Data’s solutions to utility clients.

Kay began her career in Dayton Ohio with DPL, Inc, where she started and led the company’s

unregulated businesses including an energy trading and risk management operation, retail

energy company serving industrial and commercial customers throughout the Midwest, an

energy efficiency and engineering business serving industrial companies throughout the

region and DPL’s street lighting operations serving communities across West Central Ohio.

Following DPL, Kay was responsible for leading Aquila Energy’s retail energy business across

the central United States.

Kay holds an MBA with a concentration in Finance from The University of Dayton. She also

holds a BS in Business Administration from Wright State University.

Kay served on the board of directors for Texas Energy Association for Marketers. In addition,

Kay has served as National Committee Chair for National Energy Marketers Association.

5949 Sherry Lane

Suite 1200

Dallas, TX 75225

tel: +1 (214) 706 7781

mob: +1 (214) 868 6526

[email protected]

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Sean O’Neal

5949 Sherry Lane

Suite 1200

Dallas, TX 75225

tel: +1 (214) 706 7740

mob: +1 (228) 860 6265

[email protected]

Sean O'Neal is an Engagement Manager with Heidrick & Struggles based in the firm’s Dallas

office. He serves as a member of the Industrial practice with a core focus on US Power and

Water Utilities. Sean’s functional expertise spans the Chief Executive Officers, Financial

Officers, Information Officers, Human Resources, Sales, Engineering, and Operations

practices.

Sean has over five years of executive search experience in both regional and national

searches across the United States. He has partnered on successful engagements in public

and privately-held organizations, as well as private equity-owned and governmental entities.

Prior to his work in executive search, Sean worked as an accountant and auditor in public

accounting. He graduated from the University of Mississippi (Ole Miss) with both Bachelor's

and Master's degrees in Accounting.

heidrick & struggles – executive search consultant rfp response

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