Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Resignation of Directors OnFebruary 5, 2021 ,Stephen P. Adik andJulia L. Johnson each separately notifiedNorthWestern Corporation d/b/aNorthWestern Energy (Nasdaq: NWE) (the "Company") of their intention to retire and to not seek re-election to serve another term as a member of the Company's Board of Directors (the "Board").Mr. Adik andMs. Johnson will retire from the Board, effective as of the election of the members of the Board at the Company's annual meeting of stockholders, currently scheduled forApril 22, 2021 . The Board has selectedDana J. Dykhouse to succeedMr. Adik as non-executive Board chair. On the effective date of their retirement, each ofMr. Adik andMs. Johnson will have served as a Board member for over 16 years. Neither individual's decision to leave the Board is based on or reflective of any disagreement related to the Company's operations, policies or practices. FollowingMr. Adik's andMs. Johnson's announcements,Bob Rowe , the Company's president and chief executive officer said, "Steve Adik andJulia Johnson have been invaluable board members. Their distinguished careers, experience, and stature within the utility industry have been significant factors in our success, beginning with the company's emergence from bankruptcy in 2004 and continuing today. We will miss their presence and leadership on our board. I look forward to their friendship and advice for many years to come. We are fortunate to have another experienced leader,Dana Dykhouse , to take over the reins as independent board chair. Dana has been an outstanding human resources committee chair and active in all aspects of the board's duties. He's a respected leader and brings first-hand knowledge of our service territory to guide our Board through its next chapter." (c) Appointment of officers. OnFebruary 5, 2021 , the Board appointedBrian B. Bird as president and chief operating officer.Mr. Bird , currently the Company's chief financial officer, will succeedBob Rowe as president.Mr. Rowe will continue to serve as chief executive officer. Also onFebruary 5, 2021 , the Board appointedCrystal D. Lail as vice president and chief financial officer to replaceMr. Bird , andJeffrey B. Berzina , the Company's controller, to replaceMs. Lail in the principal accounting officer role. Each of these appointments will be effective as ofFebruary 15, 2021 .Mr. Bird , 58, has served as the Company's chief financial officer sinceDecember 2003 . He will be eligible to receive an initial annual base salary of$500,000 , subject to periodic review and adjustment. He currently is a participant in the Company's annual incentive program, long-term incentive program, and executive retention and retirement program. As a result of his new appointment, his target awards will increase, respectively, to 75%, 140%, and 30% of base salary under such programs. The terms of the awards provided under these programs are expected to be consistent with terms of such awards provided to other executives of the Company.Mr. Bird also is a current participant in the Company's pension plan and other retirement plan and is eligible to participate in the Company's deferred compensation plan and executive annual physical benefit.Ms. Lail , 42, most recently served as the Company's vice president and chief accounting officer sinceApril 2020 , vice president and controller sinceOctober 2015 , and in other successive financial roles since joining the Company inJanuary 2003 . She will be eligible to receive an initial annual base salary of$375,000 , subject to periodic review and adjustment. She currently is a participant in the Company's annual incentive program, long-term incentive program, and executive --------------------------------------------------------------------------------
retention and retirement program. As a result of her new appointment, her target
awards will increase, respectively, to 50%, 90%, and 25% of base salary under
such programs. The terms of the awards provided under these programs are
expected to be consistent with terms of such awards provided to other executives
of the Company.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NorthWestern Corporation By: /s/Timothy P. Olson Timothy P. Olson Corporate Secretary Date:February 10, 2021
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