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
On February 5, 2021, Stephen P. Adik and Julia L. Johnson each separately
notified NorthWestern Corporation d/b/a NorthWestern 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 and Ms. 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 for April 22, 2021. The Board has selected Dana J. Dykhouse
to succeed Mr. Adik as non-executive Board chair.
On the effective date of their retirement, each of Mr. Adik and Ms. 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.
Following Mr. Adik's and Ms. Johnson's announcements, Bob Rowe, the Company's
president and chief executive officer said, "Steve Adik and Julia 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.
On February 5, 2021, the Board appointed Brian B. Bird as president and chief
operating officer. Mr. Bird, currently the Company's chief financial officer,
will succeed Bob Rowe as president. Mr. Rowe will continue to serve as chief
executive officer. Also on February 5, 2021, the Board appointed Crystal D. Lail
as vice president and chief financial officer to replace Mr. Bird, and Jeffrey
B. Berzina, the Company's controller, to replace Ms. Lail in the principal
accounting officer role. Each of these appointments will be effective as of
February 15, 2021.
Mr. Bird, 58, has served as the Company's chief financial officer since December
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 since April 2020, vice president and controller since October
2015, and in other successive financial roles since joining the Company in
January 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. Ms. Lail 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. Mr. Berzina, 48, has been serving as the Company's controller since April 2020 and, with Ms. Lail's promotion to chief financial officer, will serve as the Company's principal accounting officer. Prior to joining the Company, Mr. Berzina was chief financial officer at Strider International, Inc. (2018-20) and before that served in a variety of finance and accounting roles at Black Hills Corporation, including vice president - strategy and corporate development (2013-18) and vice president - corporate controller (2008-13). He will be eligible to receive an initial annual base salary of $225,000, subject to periodic review and adjustment. He currently is a participant in the Company's annual incentive program and long-term incentive program and his target awards will remain at 25% of base salary under each program. 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. Berzina is eligible to participate in the Company's deferred compensation plan.


                                   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

© Edgar Online, source Glimpses