Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Long-Term Incentive Program
On February 11, 2021, the Board of Directors (the "Board") of NorthWestern
Corporation d/b/a NorthWestern Energy (Nasdaq: NWE) (the "Company"), based on
the recommendation of the Human Resources Committee (the "Committee") of the
Board, approved the 2021 Long-Term Incentive Program (the "Program") for
performance shares to be awarded to approximately 90 participants, including all
of the executive officers, under the NorthWestern Corporation Amended and
Restated Equity Compensation Plan (the "Equity Compensation Plan"). Bob Rowe, a
Board member and our chief executive officer, abstains on all employee
compensation-related decisions of the Board and abstained on the Board's
decision to approve the Program.
Pursuant to the Program, each participant (including each executive) will
receive a targeted number of performance units based upon a percentage of the
participant's salary divided by the grant date fair value of the Company's
common stock, which uses the closing stock price on the grant date, less the
present value of expected dividends). Each award also is governed by the terms
of the Form of NorthWestern Corporation Performance Unit Award Agreement (the
"Award Agreement") and the Equity Compensation Plan.
The long-term incentive target opportunities for the Program, expressed as a
percentage of base compensation, for the Company's principal executive officer,
principal financial officer and the other named executive officers in the
Company's 2021 Proxy Statement are as follows:
                                                                                              Long-Term Incentive
Individual                      Title                                                         Target Opportunity
Robert C. Rowe                  Chief Executive Officer                                              225%
Brian B. Bird                   President and Chief Operating Officer                                140%
Crystal D. Lail                 Vice President and Chief Financial Officer                            90%
Heather H. Grahame              General Counsel and Vice President - Regulatory and Federal           90%
                                Government Affairs
Curtis T. Pohl                  Vice President - Distribution                                         60%
Bobbi L. Schroeppel             Vice President - Customer Care, Communications and Human              55%
                                Resources


Payment of the performance units to each participant, including each executive,
is conditioned on the maintenance of investment grade ratings for the Company
during the performance period and the attainment of certain performance measures
established by the Committee. The performance measures are weighted as follows:
50 percent to a matrix composed of the three-year average of return on average
equity and earnings per share growth, and 50 percent to relative total
shareholder return as measured against total shareholder return for the members
of the Company's peer group. Such performance measures could result in payment
of an award ranging from 0 to 200 percent of a participant's target. However, if
total shareholder return is negative, then the payout for the total shareholder
return component is limited to 100 percent.
Payment of the performance units also generally is contingent upon the
participant remaining in the continuous employ of the Company through the end of
the performance period;

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however, acceleration can occur upon the death or disability of the participant
or a change of control of the Company. The Committee will have the discretion to
include or exclude the impact of specified unusual or extraordinary events from
the calculation of the performance measures. Payout of the earned and vested
performance units will be made in shares of common stock of the Company, with
one performance unit vested and earned equal to one share of the Company's
common stock; however, upon a change of control, awards either will be deemed
vested and satisfied at 100 percent of target or will be paid out in cash.
Eligible participants will be able to elect to defer receipt of all or any
portion of any earned performance units.
For further information regarding the Award Agreement, see the copy of the Award
Agreement that is filed as Exhibit 99.1 hereto and incorporated herein by
reference. For further information regarding the Equity Compensation Plan, see
Appendix A to NorthWestern Corporation's Proxy Statement for the 2014 Annual
Meeting of Shareholders filed on March 7, 2014, Commission File No. 1-10499,
which is incorporated herein by reference.
Item 9.01  Financial Statements and Exhibits.
              Exhibit No.           Description of Document
                99.1*               Form of 2021 Program Award Agreement

              * filed herewith


                                   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 17, 2021

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