NW Natural Names New Directors, Adjusts Exec Pay

TL;DR

NW Natural adds 2 directors, signs new CEO deal effective Jan 8.

AI Summary

Northwest Natural Holding Company announced on January 9, 2025, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, Ms. Jennifer L. Rhodes and Mr. David J. Wilson, to its Board, effective January 8, 2025. Additionally, the company entered into new employment agreements with its named executive officers, including a new employment agreement with Mr. David H. Anderson, President and Chief Executive Officer, effective January 8, 2025.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing primarily concerns routine board and executive compensation changes, with no immediate financial distress or significant operational shifts indicated.

Key Players & Entities

• Northwest Natural Holding Company (company) — Filer
• Jennifer L. Rhodes (person) — Newly Elected Director
• David J. Wilson (person) — Newly Elected Director
• David H. Anderson (person) — President and Chief Executive Officer
• January 8, 2025 (date) — Effective date of director appointments and executive agreements
• January 9, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $475,000 — the Board includes an annual salary of $475,000, an Executive Annual Incentive Plan tar

Filing Documents

• nwn-20250109.htm (8-K) — 53KB
• ex991pressreleaseofnorthwe.htm (EX-99.1) — 12KB
• image_0.jpg (GRAPHIC) — 21KB
• nwn-20250109_g1.jpg (GRAPHIC) — 56KB
• nwn-20250109_g2.jpg (GRAPHIC) — 38KB
• 0001733998-25-000006.txt ( ) — 506KB
• nwn-20250109.xsd (EX-101.SCH) — 3KB
• nwn-20250109_def.xml (EX-101.DEF) — 16KB
• nwn-20250109_lab.xml (EX-101.LAB) — 28KB
• nwn-20250109_pre.xml (EX-101.PRE) — 16KB
• nwn-20250109_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 On January 9, 2025, Northwest Natural Holding Company (NW Holdings) and Northwest Natural Gas Company (NW Natural) announced that the Board of Directors (Board) of NW Natural, on December 12, 2024, elected Kimberly H. Rush to the position of President of NW Natural, effective April 1, 2025. Ms. Rush currently serves as NW Natural's Senior Vice President and Chief Operating Officer. She also served as NW Natural's Senior Vice President, Operations and Chief Marketing Officer from April 2018 through May 2023, Senior Vice President, Communications and Chief Marketing Officer from January 2018 through March 2018, Chief Marketing Officer and Vice President, Communications from 2014 to 2017, Chief Marketing and Communications Officer from 2013 to 2014, Chief Corporate Communications Officer from 2011 to 2013, Communications Director from 2005 to 2011, Director of Consumer Information and Internet Services from 2000 to 2004, and Director of Consumer Information from 1998 to 2000. Prior to joining NW Natural, Ms. Rush held management and senior communications positions at Alltel Corporation and Bank of America Corporation in Chicago, Illinois. Ms. Rush received her Bachelor of Arts in Communications at the University of Iowa, and a Master of Science in Communications at Northwestern University in Illinois. Ms. Rush currently serves on the board of the Northwest Gas Association and is a member of the Operations and Sustainable Growth Committees of the American Gas Association. Ms. Rush is also a member of the Board of Directors for various NW Holdings' subsidiaries. Prior board experience includes Western Energy Institute, ONE Future, Greater Portland, Inc., LifeWorks Northwest, Natural Gas Vehicles for America and Utilization Technology Development, affiliated with the Gas Technology Institute. Ms. Rush's curren

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On January 9, 2025, NW Natural issued a press release announcing that the Board of NW Natural has appointed Kimberly H. Rush to the position of President of NW Natural, effective April 1, 2025. 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 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" and "Quantit

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 Gas Company , issued January 9 , 2025 (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: January 10, 2025 /s/ Shawn M. Filippi Vice President, Chief Compliance Officer and Corporate Secretary NORTHWEST NATURAL GAS COMPANY (Registrant) Dated: January 10, 2025 /s/ Shawn M. Filippi Vice President, Chief Compliance Officer and Corporate Secretary