What changed in this filing

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Item 9A. Controls and Procedures

2024-02-23 compared with 2023-02-24 · 60 added, 76 removed, 280 unchanged (33% of the section changed)

5 unchanged sentences

NW Holdings and NW Natural management are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act Rule 13a-15(f).

In September 2022, we implemented a new enterprise resource planning system to replace our legacy system.

The implementation was designed to increase the automation of internal controls in areas of purchasing and payables, asset management, financial reporting and consolidation and to improve access security.

In connection with this implementation, we performed pre-implementation planning, design and testing of internal controls that became effective in the third quarter of 2022.

Management has and will continue to evaluate and monitor NW Holdings’ and NW Natural’s internal controls over financial reporting to verify such controls remain effective as processes and procedures in each of the affected areas continue to evolve.

There were no other changes in NW Holdings' or NW Natural's internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting for NW Holdings and NW Natural.

There have been no changes in NW Holdings' or NW Natural's internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting for NW Holdings and NW Natural.

The statements contained in Exhibit 31.1, Exhibit 31.2, Exhibit 31.3, and Exhibit 31.4 should be considered in light of, and read together with, the information set forth in this Item 9(a).

OTHER INFORMATION

On February 23, 2023, the Board of Directors of NW Natural approved Amended and Restated Change in Control Severance Agreements (Amended Agreements) with each of David H.

Anderson, NW Natural’s Chief Executive Office, Frank H.

Burkhartsmeyer, NW Natural’s Chief Financial Officer, and each of NW Natural’s other named executive officers, which amend and restate the existing Change of Control Agreements (Existing Agreements) with each of those officers.

The Amended Agreements, like the Existing Agreements are “double-trigger” and become payable only upon the occurrence of a Change of Control and either (i) the officer’s employment is terminated without Cause or for Disability after the earlier of Shareholder Approval, if applicable, or the Change of Control and no later than twenty-four (24) months after the Change of Control;

or (ii) the officer delivers a notice of termination for Good Reason after the earlier of Shareholder Approval, if applicable, or the Change of Control and no later than twenty-four (24) months after the Change of Control.

The Amended Agreements amend the Existing Agreements in the following ways:

• utilizes the target payment under the Executive Annual Incentive Compensation Plan, rather than the average of the last three years’ bonus in calculating the severance payment;

• adjusted health and welfare benefits from 24 months to 30 months for Mr.

Anderson to align with the time period of his severance payment;

• adjusts vacation provision language to reflect that NW Natural no longer cashes out vacation;

• clarifies that a Change in Control will not be triggered with the aggregation of above 20% of Voting Securities, provided the acquirer of such Voting Securities has filed a Schedule 13G indicating that the Voting Securities are not acquired and are not held for the purpose of or with the effect of changing management or policies;

• contains other clarifying provisions.

The foregoing description is qualified in its entirety by the full forms of agreement, which are filed as Exhibits 10o and 10p to this Form 10-K.

Capitalized terms not defined herein shall have the meanings set forth in the Amended Agreements.

On February 22, 2023, the Organization and Executive Compensation Committees of the Boards of Directors of NW Holding and NW Natural (OECC) approved amendments to the February 2021 and February 2022 Performance Share Long Term Incentive

Agreements (LTIP Agreements) with the same officers such that, if the officers become entitled to receive severance benefits as described above in connection with the Amended Agreements, the shares of Common Stock subject to the LTIP Agreements will fully vest based on target performance.

The foregoing description is qualified in its entirety by the full form of amendment, which is filed as Exhibit 10w to this Form 10-K.

On February 23, 2023, the Board of Directors of NW Holdings and NW Natural approved amendments to the Executive Annual Incentive Plan (EAIP) to provide that if an officer becomes entitled to receive change of control severance benefits as described above in connection with the Amended Agreements, he or she will receive a pro-rated award under the EAIP based on days worked during the year relative to target performance.

The amendment also provides that if there is a change of control and the participant remains employed through the end of the performance period, he or she will receive payment at target.

The foregoing description is qualified in its entirety by the full form of the amended EAIP, which is filed as Exhibit 10m to this Form 10-K.

On February 22, 2023, the OECCs granted performance share awards to the each of the same officers.

The form of Performance Share Long Term Incentive Agreement pursuant to which the awards were made is substantially the same as the form used for the February 2022 awards, except that they provide for “double-trigger” vesting at target as described above with respect to the amendments to the LTIP Agreements.

The foregoing description is qualified in its entirety by the full form of award agreement, which is filed as Exhibit 10x to this Form 10-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

2 unchanged sentences

The "Information Concerning Nominees and Continuing Directors" and "Corporate Governance" contained in NW Holdings' definitive Proxy Statement for the 2024 Annual Meeting of Shareholders is hereby incorporated by reference.

The following are officers of NW Natural, unless indicated otherwise.

EXECUTIVE OFFICERS

31, 2023 Positions held during last five years (1)

Anderson* 61 President and Chief Executive Officer (2) (2016- );

Anderson* 62 Chief Executive Officer (2023- );

President and Chief Executive Officer (2) (2016-2023);

Chief Operating Officer and President (2015-2016);

3 unchanged sentences

Burkhartsmeyer* 59 Senior Vice President and Chief Financial Officer (2)(3) (2017- 2023);

Executive Vice President, Strategy and Business Development (2023);

President and Chief Executive Officer of Renewables, Avangrid Renewables (2015-2017);

7 unchanged sentences

Assistant Corporate Secretary (2010-2014).

Kimberly Heiting Rush 53 Senior Vice President, Operations and Chief Marketing Officer (2018- );

Senior Vice President, Communications and Chief Marketing Officer (2018);

Vice President, Communications and Chief Marketing Officer (2015-2018);

Chief Marketing and Communications Officer (2013-2014);

Chief Corporate Communications Officer (2011-2013).

Huddleston 61 Vice President, Engineering and Utility Operations (2018- 2023 );

2 unchanged sentences

Process Director (2007-2013).

Karney 45 Vice President, Engineering and Utility Operations (2023- );

Senior Director, Utility Operations (2021-2023);

Senior Engineering Director (2019-2021);

Engineering Director (2017-2019);

Compliance Senior Manager (2015-2017).

Kravitz 40 Vice President, Rates and Regulatory (2022- );

2 unchanged sentences

Regulatory Attorney (2014-2018).

Palfreyman 44 President, NW Natural RNG Holding Company, LLC (2021- );

Palfreyman* 45 President (2023- );

President, NW Natural RNG Holding Company, LLC (2021- );

Senior Vice President, Strategy and Business Development, NW Natural Gas Company (2023);

Vice President, Strategy and Business Development (2017-2023);

President, NW Natural Water (2018- );

President, NW Natural Water, LLC (2018- );

Vice President, Business Development (2016-2017);

5 unchanged sentences

Director, Executive Development Center, Willamette University (2011-2014).

Kimberly Heiting Rush 54 Senior Vice President and Chief Operating Officer (2023- );

Senior Vice President, Operations and Chief Marketing Officer (2018-2023);

Senior Vice President, Communications and Chief Marketing Officer (2018);

Vice President, Communications and Chief Marketing Officer (2015-2018);

Chief Marketing and Communications Officer (2013-2014);

Chief Corporate Communications Officer (2011-2013).

MardiLyn Saathoff* 67 Senior Vice President, Regulation and General Counsel (2)(4) (2016- );

6 unchanged sentences

President, KB Pipeline Company (2018- );

Director, NWN Gas Reserves LLC (2018- );

President and Chief Executive Officer, Gill Ranch Storage, LLC (2011-2020).

Williams 47 Vice President, Public Affairs and Sustainability (2020- );

Williams 48 Vice President, Chief Public Affairs and Sustainability Officer (2023- );

Vice President, Public Affairs and Sustainability (2020-2023);

Vice President, Public Affairs (2019-2020);

2 unchanged sentences

Business and Rail Relations Manager, Port of Portland (2007-2015).

Wilson* 43 Vice President, Chief Accounting Officer, Controller and Treasurer (2) (2017- );

Chief Financial Officer (Interim), Treasurer (Interim), Chief Accounting Officer and Controller (2016-2017);

Chief Accounting Officer, Controller and Assistant Treasurer (2016);

Wilson* 44 Chief Financial Officer (Interim) (5) (2023- ), Vice President, Chief Accounting Officer, and Treasurer (2) (2017- );

Controller (2013-2023);

Chief Financial Officer (Interim), Treasurer (Interim), and Chief Accounting Officer (2016-2017);

Chief Accounting Officer, Controller and Assistant Treasurer (2016);

Acting Controller (2013);

20 unchanged sentences

(2) Position held at Northwest Natural Holding Company (beginning March 2018) and Northwest Natural Gas Company.

Burkhartsmeyer voluntarily resigned his Executive Vice President, Strategy and Business Development and Chief Financial Officer positions with NW Holdings and NW Natural effective July 28, 2023.

(4) In 2020, Ms.

Saathoff’s title at Northwest Natural Holding Company changed from Senior Vice President and General Counsel to Senior Vice President, Regulation and General Counsel.

Each executive officer serves successive annual terms;

present terms end at the first meeting of the Board of Directors after the 2023 Annual Meeting of Shareholders.

(5) The Board of Directors appointed Brody J.

Wilson as interim Chief Financial Officer of NW Holdings and NW Natural effective July 28, 2023.

Each executive officer serves successive annual terms and thereafter until their successors have been duly elected or until their resignation or removal in accordance with the NW Holdings or NW Natural Bylaws, as applicable.

There are no family relationships among our executive officers, directors or any person chosen to become one of our officers or directors.

36 unchanged sentences

We have contributed common stock to the trustee of the Supplemental Trust such that this trust holds approximately the number of common shares equal to the number of shares credited to all participants' stock accounts.

Historically, we have satisfied NW Holdings' stock contributions to the Supplemental Trust through purchases of NW Holdings stock in the open market.

In 2023, the board of directors of NW Holdings authorized the original issuance of NW Holdings shares to the Supplemental Trust in satisfaction of such contributions.

As of December 31, 2023, 352,307 shares remained available for issuance under current authorizations.

The right of each participant in the DCP is that of a general, unsecured creditor of NW Natural.

57 unchanged sentences

Twenty-fifth Supplemental Indenture, providing for, among other things, First Mortgage Bonds, 5.43% Series due 2053, dated as of December 1, 2022, by and between Northwest Natural Gas Company and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to Form 8-K dated December 1, 2022, File No.

Twenty-sixth Supplemental Indenture, providing for, among other things, First Mortgage Bonds, 5.18% Series due 2034 and 5.23% Series due 2038, dated as of July 1, 2023, by and between Northwest Natural Gas Company and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to the Form 8-K filed August 7, 2023, file No.

Copy of Indenture, dated as of June 1, 1991, between Northwest Natural Gas Company and Bankers Trust Company (to whom Deutsche Bank Trust Company Americas is successor), Trustee, relating to Northwest Natural Gas Company's Unsecured Debt Securities (incorporated by reference to Exhibit 4(e) in File No.

1 unchanged sentence

as administrative agent and Bank of America, N.A., U.S.

Bank National Association, and Wells Fargo Bank, National Association, as co-syndication agents, as amended by Amendment No.1, dated as of January 20, 2023.

Bank National Association, and Wells Fargo Bank, National Association, as co-syndication agents, as amended by Amendment No.1, dated as of January 20, 2023 (incorporated by reference to Exhibit 4i to Form 10-K for 2022, File No.

Amended and Restated Credit Agreement, dated as of November 3, 2021, among Northwest Natural Gas Company and the lenders party thereto, with JPMorgan Chase Bank, N.A.

1 unchanged sentence

Bank National Association, and Wells Fargo Bank, National Association, as co-syndication agents, as amended by Amendment No.

1, dated as of January 20, 2023.

1, dated as of January 20, 2023 (incorporated by reference to Exhibit 4j to Form 10-K for 2022, File No.

Credit Agreement, dated as of June 10, 2021, among NW Natural Water Company, LLC, Northwest Natural Holding Company, the lenders party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 4.2 to the Form 8-K filed June 14, 2021, File No.

6 unchanged sentences

Description of securities registered under Section 12 of the Exchange Act of 1934 (incorporated by reference to Exhibit 4j to Form 10-K for the year ended December 31, 2019, File No.

Purchase and Sale Agreement dated June 20, 2018, between NW Natural Gas Storage LLC and SENSA Holdings LLC (incorporated by reference to Exhibit 10 to Form 10-Q for the quarter ended June 30, 2018, File No.

Fifth Amendment to Purchase and Sale Agreement, dated April 29, 2020, between NW Natural Gas Storage, LLC and SENSA Holdings LLC, amending the Purchase and Sale Agreement, dated June 20, 2018, as amended (incorporated by reference to Exhibit 10.2 to the Form 10-Q for the quarter ended March 31, 2020, File No.

Tenth Amendment to Purchase and Sale Agreement, dated December 4, 2020, between NW Natural Gas Storage LLC and SENSA Holdings LLC, amending the Purchase and Sale Agreement, dated June 20, 2018, as amended (incorporated by reference to Exhibit 10.1 to the Form 8-K filed December 7, 2020, File No.

Note Purchase Agreement dated December 14, 2023, between Northwest Natural Holding Company and the institutional investors named as purchasers therein.

Uncommitted Letter of Credit and Reimbursement Agreement dated January 5, 2024, among Northwest Natural Gas Company, the lenders party thereto, and Canadian Imperial Bank of Commerce, New York Branch, as administrative agent.

21 Subsidiaries of Northwest Natural Holding Company.

7 unchanged sentences

**32.2 Certification of Principal Executive Officer and Principal Financial Officer of Northwest Natural Holding Company Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97 Northwest Natural Holding Company Compensation Recovery Policy, effective as of December 1, 2023.

101 The following materials formatted in Inline Extensible Business Reporting Language (Inline XBRL):

13 unchanged sentences

Deferred Compensation Plan for Directors and Executives, effective January 1, 2005, restated as of September 23, 2021 (incorporated by reference to Exhibit 10.1 to the Form 10-Q for the quarter ended September 30, 2021, File No.

Form of Indemnity Agreement as entered into between Northwest Natural Gas Company and each director and certain executive officers (incorporated by reference to Exhibit 10l to Form 10-K for 2018, File No.

Form of Indemnity Agreement as entered into between Northwest Natural Holding Company and each director and certain executive officers (incorporated by reference to Exhibit 10m to Form 10-K for 2018, File No.

Form of Indemnity Agreement as entered into between Northwest Natural Gas Company and each director and certain executive officers (incorporated by reference to Exhibit 10.1 to Form 10-Q the quarter ended September 30, 2023, File No.

Non-Employee Directors Stock Compensation Plan, as amended effective December 15, 2005 (incorporated by reference to Exhibit 10.2 to Form 8-K dated December 16, 2005, File No.

Executive Annual Incentive Plan, effective January 1, 2022 (incor porated by reference to Exh ibit 10o to Form 10-K for 2021, File No.

Executive Annual Incentive Plan, effective February 23, 2023 (incorporated by reference to Exhibit 10m to Form 10-K for 2022, File No.

Executive Annual Incentive Plan, effective February 22, 2024.

Form of Change in Control Severance Agreement between Northwest Natural Gas Company and each executive officer, as amended and restated as of March 1, 2020 (inco rporated by reference to Exh ibit 10q to Form 10-K for 2019, File No.

Form of Change in Control Severance Agreement between Northwest Natural Gas Company and David Anderson , as amended and restated as of February 2 3 , 2023.

Form of Change in Control Severance Agreement between Northwest Natural Gas Company and each executive officer (other than David Anderson) , as amended and restated as of February 2 3 , 2023.

Northwest Natural Gas Company Long Term Incentive Plan, as amended and restated effective May 25, 2017 (incorporated by reference to Exhibit 10s to Form 10-K for 2017, File No.

Northwest Natural Gas Company Long Term Incentive Plan, as amended and resta ted as of October 1, 2 018 (incorporated by reference to Exhibit 10 .1 to Form 8 -K dated October 1, 2018 , File No.

Form of Change in Control Severance Agreement between Northwest Natural Gas Company and David Anderson, as amended and restated as of February 23, 2023 (incorporated by reference to Exhibit 10o to Form 10-K for 2022, File No.

Form of Change in Control Severance Agreement between Northwest Natural Gas Company and each executive officer (other than David Anderson), as amended and restated as of February 23, 2023 (incorporated by reference to Exhibit 10p to Form 10-K for 2022, File No.

Northwest Natural Gas Company Long Term Incentive Plan, as amended and restated as of October 1, 2018 (incorporated by reference to Exhibit 10.1 to Form 8-K dated October 1, 2018, File No.

Northwest Natural Holding Company Long Term Incentive Plan, as amended and restated as of February 23, 2023 (incorporated by reference to Exhibit 10s to Form 10-K for 2022, File No.

Northwest Natural Holding Company Long Term Incentive Plan, as amended and restated as of February 22, 2024.

Form of Performance Share Long Term Incentive Agreement under Long Term Incentive Plan (2020-2022) (incorporated by reference to Exhibit 10x to Form 10-K for 2019, File No.

Form of Performance Share Long Term Incentive Agreement under Long Term Incentive Plan (2021-2023)(incorporated by reference to Exhibit 10w to Form 10-K for 2020, File No.

Form of Performance Share Long Term Incentive Agreement under Long Term Incentive Plan (2022-2024) (incorporated by reference to Exhibit 10w to Form 10-K for 2021, File No.

Form of Amendment to Performance Share Long Term Incentive Agreement under Long Term Incentive Plan (2021-2023) and Long Term Incentive Plan (2022-2024)

Form of Amendment to Performance Share Long Term Incentive Agreement under Long Term Incentive Plan (2021-2023) and Long Term Incentive Plan (2022-2024) (incorporated by reference to Exhibit 10w to Form 10-K for 2022, File No.

Form of Performance Share Long Term Incentive Agreement under Long Term Incentive Plan (2023-2025) (incorporated by reference to Exhibit 10x to Form 10-K for 2022, File No.

Form of Performance Share Long Term Incentive Agreement under Long Term Incentive Plan (2024-2026).

1 unchanged sentence

Consent to Amendment of Deferred Compensation Plan for Directors and Executives, dated February 28, 2008 entered into by each executive officer (incorporated by reference to Exhibit 10bb to Form 10-K for 2007, File No.

Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2022) (inc orporated by reference to Exhibit 10 z to Form 1 0-K for 2021, File No.

Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2023) (incorporated by reference to Exhibit 10bb to Form 10-K for 2022, File No.

Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2024).

Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2022) (incorporated by reference to Exhibit 10z to Form 10-K for 2021, File No.

Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2021) (incorporated by reference to Exhibit 10z to Form 10-K for 2020, File No.

Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2020) (incorporated by reference to Exhibit 10aa to Form 10-K for 2019, File No.

Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2019) (incorporated by reference to Exhibit 10cc to Form 10-K for 2018, File No.

Severance Agreement between Northwest Natural Gas Company and an executive officer, dated August 1, 2016 (incorporated by reference to Exhibit 10.1 to Form 8-K dated July 29, 2016, File No.

Form of Severance Agreement between Northwest Natural Gas Company and an executive officer, dated May 17, 2017 (incorporated by reference to Exhibit 10.1 to Form 8-K dated April 24, 2017, File No.

Cash Retention Agreement between Northwest Natural Gas Company and an executive officer, dated as of March 1, 2018 (incorporated by reference to Exhibit 10ss to Form 10-K for 2017, File No.

Annual Incentive Plan for NW Natural Gas Storage, LLC, as amended effective January 1, 2022 (inc orporated b y reference to Exhibit 10ll to F orm 10-K for 2021, File No.

Form of Amendment of Award Agreements, dated February 22, 2024, entered into by each executive officer.

*Incorporated by reference as indicated

3 unchanged sentences

NORTHWEST NATURAL HOLDING COMPANY

President and Chief Executive Officer

Chief Executive Officer

February 23, 2024

NORTHWEST NATURAL GAS COMPANY

President and Chief Executive Officer

Chief Executive Officer

February 23, 2024

4 unchanged sentences

Anderson Principal Executive Officer and Director February 23, 2024

President and Chief Executive Officer

Burkhartsmeyer Principal Financial Officer February 24, 2023

Burkhartsmeyer

Senior Vice President and Chief Financial Officer

Wilson Principal Accounting Officer February 24, 2023

Vice President, Treasurer, Chief Accounting Officer and Controller

Chief Executive Officer

Wilson Principal Financial Officer and Principal Accounting Officer February 23, 2024

Chief Financial Officer, Chief Accounting Officer, Vice President, Treasurer

/s/ Timothy P.

18 unchanged sentences

Anderson Principal Executive Officer and Director February 23, 2024

President and Chief Executive Officer

Burkhartsmeyer Principal Financial Officer February 24, 2023

Burkhartsmeyer

Senior Vice President and Chief Financial Officer

Wilson Principal Accounting Officer February 24, 2023

Vice President, Treasurer, Chief Accounting Officer and Controller

Chief Executive Officer

Wilson Principal Financial Officer and Principal Accounting Officer February 23, 2024

Chief Financial Officer, Chief Accounting Officer, Vice President, Treasurer

/s/ Timothy P.

18 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures