Northwest Natural Names New CEO, Sproul Takes Helm

TL;DR

NWN CEO Justin Palaschak out, David Sproul in as CEO and board member. Palaschak retires Aug 31.

AI Summary

Northwest Natural Holding Company announced on May 23, 2024, the appointment of David J. Sproul as Chief Executive Officer, effective immediately. Sproul, who has been with the company since 2004 and previously served as President and CEO of Northwest Natural Gas Company, will also join the Board of Directors. The company also announced the departure of current CEO, Justin J. Palaschak, who will transition to a senior advisor role until his retirement on August 31, 2024.

Why It Matters

This leadership change at Northwest Natural Holding Company could signal a shift in strategic direction or operational focus under new CEO David J. Sproul.

Risk Assessment

Risk Level: medium — Leadership changes can introduce uncertainty regarding future strategy and execution, impacting investor confidence.

Key Players & Entities

• Northwest Natural Holding Company (company) — Filing company
• David J. Sproul (person) — Newly appointed Chief Executive Officer and Board Member
• Justin J. Palaschak (person) — Departing Chief Executive Officer
• Northwest Natural Gas Company (company) — Subsidiary of Northwest Natural Holding Company
• August 31, 2024 (date) — Date of Justin J. Palaschak's retirement

FAQ

Filing Documents

• nwn-20240523.htm (8-K) — 55KB
• ex991pressreleaseofnorthwe.htm (EX-99.1) — 21KB
• image_0.jpg (GRAPHIC) — 21KB
• nwn-20240523_g1.jpg (GRAPHIC) — 56KB
• nwn-20240523_g2.jpg (GRAPHIC) — 38KB
• 0001733998-24-000083.txt ( ) — 520KB
• nwn-20240523.xsd (EX-101.SCH) — 3KB
• nwn-20240523_def.xml (EX-101.DEF) — 16KB
• nwn-20240523_lab.xml (EX-101.LAB) — 28KB
• nwn-20240523_pre.xml (EX-101.PRE) — 16KB
• nwn-20240523_htm.xml (XML) — 5KB

02 Departure of Directors or Certain Officers; Election of Directors; Appointment of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Announcement of David H. Anderson's Decision to Retire from his Position as Chief Executive Officer of NW Holdings and NW Natural David H. Anderson, Chief Executive Officer (CEO) of Northwest Natural Holding Company (NW Holdings) and Northwest Natural Gas Company (NW Natural) informed the Board at its May 23, 2024 meeting of his decision to retire from his position as CEO of NW Holdings and NW Natural effective April 1, 2025. Mr. Anderson remains a director of NW Holdings and NW Natural. Mr. Anderson began serving as NW Natural's President and CEO in July 2016 and began serving as President and CEO of NW Holdings from its inception in 2018. As of May 2023, as part of the Company's ongoing succession planning, Mr. Anderson relinquished his position as President but continued to serve as NW Holdings and NW Natural's Chief Executive Officer. Mr. Anderson previously held positions at NW Natural, including as President and Chief Operating Officer from August 2015 to July 2016, as Executive Vice President and Chief Operating Officer from February 2014 to July 2015, as Executive Vice President of Operations and Regulation from February 2013 to February 2014, and as Senior Vice President and Chief Financial Officer from when he joined NW Natural in 2004 to February 2013. Before joining NW Natural, Mr. Anderson was Senior Vice President and Chief Financial Officer at TXU Gas. He previously held executive positions within TXU Corporation (formerly Texas Utilities) including Senior Vice President and Chief Accounting Officer, and Vice President of Investor Relations and Shareholder Services. Mr. Anderson currently serves as Chair of the Board for all of NW Holdings' and NW Natural's wholly owned subsidiaries. Mr. Anderson holds a Bachelor of Business Administration in Accounting from Texas Tech University and is a re

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On May 23, 2024, NW Holdings and Northwest Natural NW Natural issued a press release announcing David H. Anderson's decision to retire from his position as CEO of NW Holdings and NW Natural effective April 1, 2025 and the Board of Directors' designation of Mr. Justin B. Palfreyman, President of NW Natural and NW Holdings, as successor to the office of CEO, upon Mr. Anderson's retirement. A copy of the press release is attached as Exhibit 99.1. The information contained in this Item 7.01 and in the accompanying exhibit shall not be incorporated by reference into any filing of NW Holdings or NW Natural, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 7.01, including the exhibit hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Forward-Looking Statements

Forward-Looking Statements This report, and other presentations made by NW Holdings and NW Natural from time to time, may contain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "anticipates," "assumes," "continues," "could," "intends," "plans," "seeks," "believes," "estimates," "expects," "will" and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements regarding the following: plans, objectives, assumptions, estimates, expectations, timing, goals, strategies, commitments, future events, investments, succession planning, executive officer retirements and promotions, and other statements that are other than statements of historical facts. Forward-looking statements are based on current expectations and assumptions regarding its business, the economy, geopolitical factors, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results may differ materially from those contemplated by the forward-looking statements. We therefore caution you against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements are discussed by reference to the factors described in Part I, Item 1A "Risk Factors", and Part II, Item 7 and Item 7A "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures about Market Risk" in the most recent Annual Report on Form 10-K and in Part I, Items 2 and 3 "Management's Discussion and Analysis of Financial Condition and Results of Operations

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits See Exhibit Index below. Exhibit Index Exhibit Description 99.1 Press Release of Northwest Natural Holding Company and Northwest Natural Gas Company, issued May 23, 2024 (furnished and not filed). 104 Inline XBRL for the cover page of this Current Report on Form 8-K. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company and its subsidiaries. NORTHWEST NATURAL HOLDING COMPANY (Registrant) Dated: May 23, 2024 /s/ Shawn M. Filippi Vice President, Chief Compliance Officer and Corporate Secretary NORTHWEST NATURAL GAS COMPANY (Registrant) Dated: May 23, 2024 /s/ Shawn M. Filippi Vice President, Chief Compliance Officer and Corporate Secretary