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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-23 · 122 added, 47 removed, 293 unchanged (37% of the section changed)

8 unchanged sentences

OTHER INFORMATION

Appointment of Justin B.

Palfreyman as Chief Executive Officer and Approval of Compensation Arrangements

As previously reported, Mr.

Anderson intends to retire from his position as Chief Executive Officer of NW Holdings and NW Natural, effective April 1, 2025.

On February 27, 2025, the Boards of Directors of NW Holdings and NW Natural elected Justin B.

Palfreyman to the position of President and Chief Executive Officer of Northwest Holdings and Chief Executive Officer of NW Natural, effective April 1, 2025.

Palfreyman, age 46, was appointed President of NW Holdings and NW Natural in May 2023.

Palfreyman previously held the position of Senior Vice President, Strategy and Business Development of NW Natural since February 2023.

Prior to that he was Vice President, Strategy and Business Development of NW Natural from February 2017 to 2023 and Vice President, Business Development of NW Natural from 2016 to February 2017.

Prior to joining NW Natural, Mr.

Palfreyman was a director in the Power, Energy and Infrastructure Group at Lazard, Freres & Co.

from 2009 to 2016 and previously worked in the Infrastructure Investment Banking Group at Goldman Sachs.

He has also held various positions in finance, strategy and business development at both Apex Learning and Accenture in Seattle, Washington.

Palfreyman is also a member of the board of directors of various NW Holdings’ subsidiaries, including NW Natural Water Company, LLC, NW Natural Renewables Holdings, LLC, and SiEnergy Operating, LLC.

Palfreyman graduated from Pacific Lutheran University with a Bachelor of Business Administration.

He also holds a Master of Business Administration from The University of Chicago Booth School of Business and a Master of Public Policy from The University of Chicago Irving B.

Harris School of Public Policy.

Concurrently with his appointment as Chief Executive Officer, the Board approved the following compensation for Mr.

Palfreyman for 2025:

(i) an annual salary of $850,000 effective March 1, 2025;

(ii) a target incentive opportunity under NW Natural’s Executive Annual Incentive Plan of 90 percent of Mr.

Palfreyman’s salary;

(iii) an award of 14,982 Performance-Based Restricted Stock Units that will vest in three equal installments on March 1 of each of 2026, 2027 and 2028 in the form of agreement provided to other executive officers and filed as Exhibit 10aa to this Annual Report.

In addition, Mr.

Palfreyman will be eligible to participate in the Company’s Long-Term Incentive Plan (LTIP) with a target of 27,820 performance shares, awarded in accordance with the terms of the LTIP.

In addition, the Board approved NW Natural’s entry into a Change in Control Severance Agreement with Mr.

Palfreyman in the form provided to executive officers and filed as Exhibit 10o to this Annual Report, with a cash payment of two and one-half times base salary and target bonus.

Election of Justin B.

Palfreyman to the Board of Directors

On February 27, 2025, the Board of Directors appointed Justin B.

Palfreyman to the Board of NW Holdings as a Class I director, effective April 1, 2025, for a term expiring at the Company’s next Annual Meeting of Shareholders.

Palfreyman was also

appointed to the Board of Directors of NW Natural, commencing April 1, 2025.

Palfreyman will not serve on any committees of the Board.

Other than his employment, there are no arrangements or understandings between Mr.

Palfreyman and any other person pursuant to which he was appointed as an officer and director of the Company.

Palfreyman has no family relationships with any of our directors, executive officers, or director nominees and there are no transactions in which Mr.

Palfreyman has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Palfreyman will receive no additional compensation for his role as a director of NW Holdings and NW Natural.

In connection with Mr.

Palfreyman’s appointment to the Board, the Board increased the number of directors comprising the NW Holdings Board from 12 to 13 directors, effective April 1, 2025.

Rule 10b5-1 Trading Arrangements

From time to time, our officers (as defined in Rule 16a-1(f) of the Exchange Act) and directors may enter into Rule 10b5-1 or

non-Rule 10b5-1 trading arrangements (as each such term is defined in Item 408 of Regulation S-K).

During the three months ended December 31, 2024, none of our officers or directors adopted, modified or terminated any such trading arrangements.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

11 unchanged sentences

Senior Vice President and Chief Financial Officer (2004-2013).

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);

Senior Vice President of Finance, Iberdrola Renewables Holdings, Inc.

Downing 54 Vice President and Chief Information Officer (2017- );

Chief Information Officer, WorleyParsons (America's Division) (2016-2017);

Executive Service Delivery Manager for SAP, British Petroleum (2011-2015).

Filippi* 51 Vice President, Chief Compliance Officer and Corporate Secretary (2) (2016- );

Vice President and Corporate Secretary (2015-2016);

Senior Legal Counsel (2011-2014);

Assistant Corporate Secretary (2010-2014).

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

Senior Director, Utility Operations (2014-2018);

Director, Utility Operations (2013-2014);

Process Director (2007-2013).

Berge 44 Deputy General Counsel, NW Holdings (2025- ) (4) ;

Vice President and General Counsel, NW Natural (2025- ) (4) ;

Attorney, Baker Botts, L.L.P.

Brian Fellon 49 Vice President, Chief Information Officer and Chief Information Security Officer (2024- );

Director of Information Technology, Puget Sound Energy (2016-2024).

Karney 46 Vice President, Engineering and Utility Operations (2023- );

3 unchanged sentences

Compliance Senior Manager (2015-2017).

Kaszuba III* 45 Senior Vice President and Chief Financial Officer (2024- );

Interim President, Amerigas, a subsidiary of UGI Corporation (2023-2024);

Vice President and Chief Financial Officer, Amerigas, a subsidiary of UGI Corporation (2022-2023);

Vice President and Treasurer, UGI Corporation (2020-2022);

Senior Vice President, Finance and Treasurer, Enviva (2018-2020);

Vice President and Treasurer, Enviva (2015-2018).

Kravitz 41 Vice President, Rates and Regulatory (2022- );

3 unchanged sentences

Palfreyman* 46 President (2023- ) (3) ;

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, LLC (2018- );

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

President, NW Natural Water Company, LLC (2018-2024);

Vice President, Business Development (2016-2017);

11 unchanged sentences

Chief Corporate Communications Officer (2011-2013).

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

MardiLyn Saathoff* 68 General Counsel, Chief Compliance Officer, Interim Corporate Secretary and SVP Regulatory, NW Holdings (2025- );

Chief Legal Officer, Chief Compliance Officer, Interim Corporate Secretary and SVP Regulatory, NW Natural (2025- );

Senior Vice President, Regulation and General Counsel (2)(6) (2016-2025);

Senior Vice President and General Counsel (2015-2016);

13 unchanged sentences

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

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

Wilson* 45 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 Financial Officer (Interim) (2023-2024), Chief Financial Officer (Interim), Treasurer (Interim), and Chief Accounting Officer (2016-2017);

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

5 unchanged sentences

Director, JELD-WEN Holding Inc.

Director, Pendleton Woolen Mills, Inc.

Director, Lone Rock Resources, Inc.

Director, Pendleton Woolen Mills, Inc.

Director, FLIR Systems, Inc.

12 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.

(3) On May 23, 2024, Mr.

Anderson announced his intent to retire effective April 1, 2025.

The Board of Directors appointed Mr.

Palfreyman to the position of Chief Executive Officer of NW Holdings and NW Natural, effective April 1, 2025.

(4) On February 4, 2025, the Board of Directors appointed Ms.

Berge as Corporate Secretary of NW Holdings and NW Natural, effective March 3, 2025, in addition to her current titles.

(5) On December 12, 2024, the Board of Directors appointed Ms.

Rush as President of Northwest Natural Gas Company, effective April 1, 2025.

(6) 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.

(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.

2 unchanged sentences

We intend to disclose on our website at www.nwnaturalholdings.com any amendments to the Code or waivers of the Code for executive officers and directors.

In addition, we have adopted insider trading policies and procedures governing the purchase, sale and other dispositions of NW Holdings’ securities that apply to all of our directors, officers, employees and the Company, and have implemented processes for the Company that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as applicable listing standards.

A copy of our policy is filed as Exhibit 19 to this report.

EXECUTIVE COMPENSATION

42 unchanged sentences

The information captioned "2024 and 2023 Audit Firm Fees" in NW Holdings’ definitive Proxy Statement for the 2025 Annual Meeting of Shareholders is hereby incorporated by reference.

The following table shows the fees and expenses of NW Natural, paid or accrued for the integrated audits of the consolidated financial statements and other services provided by NW Natural's independent registered public accounting firm, PricewaterhouseCoopers LLP, for fiscal years 2023 and 2022:

The following table shows the fees and expenses of NW Natural, paid or accrued for the audits of the consolidated financial statements and other services provided by NW Natural's independent registered public accounting firm, PricewaterhouseCoopers LLP, for fiscal years 2024 and 2023:

In thousands 2024 2023

8 unchanged sentences

AUDIT-RELATED FEES.

This category includes fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and internal control over financial reporting, including fees and expenses related to consultations for financial accounting and reporting, fees for EPA assurance letters, and fees for system pre-implementation assessments.

This category includes fees for tax compliance, and review services rendered for NW Natural's income tax returns.

1 unchanged sentence

This category relates to services other than those described above.

The amount reflects payments for accounting research tools in each of 2023 and 2022.

The amount reflects payments for non-audit fees and services for SEC and California climate rules assessments in 2024 and accounting research tools in each of 2024 and 2023.

PRE-APPROVAL POLICY FOR AUDIT AND NON-AUDIT SERVICES.

13 unchanged sentences

Amended and Restated Articles of Incorporation of Northwest Natural Holding Company (incorporated by reference to Exhibit 3.1 to the Form 8-K dated October 1, 2018, File No.

Amended and Restated Articles of Incorporation of Northwest Natural Gas Company (incorporated by reference to Exhibit 3b to Form 10-K for the year ended December 31, 2020).

Amended and Restated Bylaws of Northwest Natural Holding Company (incorporated by reference to Exhibit 3.1 to the Form 10-Q for the quarter ended June 30, 2022, File No.

Amended and Restated Bylaws of Northwest Natural Gas Company (incorporated by reference to Exhibit 3.2 to the Form 10-Q for the quarter ended June 30, 2022, File No.

Amended and Restated Articles of Incorporation of Northwest Natural Gas Company (incorporated by reference to Exhibit 3b to Form 10-K for the year ended December 31, 2020 , File No.

Amended and Restated Bylaws of Northwest Natural Holding Company (incorporated by reference to Exhibit 3.1 to the Form 8-K dated May 23, 2024 , File No.

Amended and Restated Bylaws of Northwest Natural Gas Company (incorporated by reference to Exhibit 3.

1 to the Form 10-Q for the quarter ended June 30, 202 4 , File No.

Copy of Mortgage and Deed of Trust of Northwest Natural Gas Company, dated as of July 1, 1946 (Mortgage and Deed of Trust), to Bankers Trust (to whom Deutsche Bank Trust Company Americas is the successor), Trustee (incorporated by reference to Exhibit 7(j) in File No.

18 unchanged sentences

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.

Supplemental Indenture No.

2 7 to the Mortgage and Deed of Trust, dated as of July 1, 20 24 (incorporated by reference to Exhibit 4 to the Form 10- Q for the quarter ended June 30, 2024 , 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.

7 unchanged sentences

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.

Credit Agreement, dated as of June 10, 2021, among Northwest Natural Gas Company, the lenders party thereto, and U.S.

Bank National Association, as administrative agent (incorporated by reference to Exhibit 4.1 to the Form 8-K filed June 14, 2021, File No.

Credit Agreement, dated as of September 15, 2022, among Northwest Natural Holding Company and the lenders party thereto, with U.S.

3 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.

Note Purchase Agreement dated December 14, 2023, between Northwest Natural Holding Company and the institutional investors named as purchasers therein (incorporated by reference to Exhibit 4q to Form 10-K for the year ended December 31, 202 3 ) .

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 (incorporated by reference to Exhibit 4r to Form 10-K for the year ended December 31, 202 3 , File No.

Note Purchase Agreement dated December 19, 2024, between Northwest Natural Holding Company and the institutional investors named as purchasers therein.

Term Loan Credit Agreement, dated as of January 6, 2025 among Northwest Natural Holding Company, the lenders party thereto, with U.S.

Bank National Association, as administrative agent and sole bookrunner and lead arranger.

364-Day Term Loan Credit Agreement, dated as of January 7, 2025, among Northwest Natural Holding Company, the lenders party thereto, with JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., U.S.

Bank National Association and Wells Fargo Bank, National Association, as co-documentation agents.

Credit Agreement, dated as of December 22, 2020, among SiEnergy Operating, LLC, SiEnergy, L.P., Terra Transmission, LLC, SiEnergy Power Solutions, LLC, and SiEnergy GP, L.L.C., the lenders party thereto, with ING Capital LLC as administrative agent and L/C Issuer, as amended by Amendment No.

1 to the Credit Agreement, dated as of March 23, 2021, Amendment No.

2 to the Credit Agreement, dated as of July 13, 2021, Amendment No.

3 to the Credit Agreement, dated as of July 11, 2022, and Amendment No.

4 to the Credit Agreement dated as of December 22, 2023.

19 Northwest Natural Holding Company Inside Information and Trading Policies and Procedure s .

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.

*97 Northwest Natural Holding Company Compensation Recovery Policy, effective as of December 1, 2023 (incorporated by reference to Exhibit 97 to Form 10-K for the year ended December 31, 2023, File No.

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

16 unchanged sentences

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 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.

Executive Annual Incentive Plan, effective February 22, 2024 (incorporated by reference to Exhibit 10m to Form 10-K for the fiscal year ended December 31, 2023, File No.

Executive Annual Incentive Plan, effective January 1, 2025.

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.

Form of Change in Control Severance Agreement between Northwest Natural Gas Company and Justin B.

Palfreyman, as amended and restated as of February 27, 2025.

Form of Change in Control Severance Agreement between Northwest Natural Gas Company and each executive officer (other than David Anderson and Justin Palfrey man ), 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 Holding 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 (2021-2023)(incorporated by reference to Exhibit 10w to Form 10-K for 2020, File No.

Northwest Natural Holding Company Long Term Incentive Plan, as amended and restated as of February 22, 2024 (incorporated by reference to Exh ibit 10 s to Form 10-K for 2023, 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.

1 unchanged sentence

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) (incorporated by reference to Exhibit 10x to the Form 10-K for 2023, File No.

Form of Performance Share Long Term Incentive Agreement under Long Term Incentive Plan (2025-2027).

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 (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 (2025).

Form of Restricted Stock Unit Award Agreement under Long Term Incentive Plan (2024) (incorporated by reference to Exhibit 10bb to Form 10-K for 2023, 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 (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.

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.

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

Form of Amendment of Award Agreements, dated February 22, 2024, entered into by each executive officer (incorporated by reference to Exhibit 10gg to Form 10-K for 2023, File No.

Offer Letter of Employment between Northwest Natural Gas Company and an executive officer, dated July 22, 2024 (incorporated by reference to Exhibit 10a to the Form 10-Q for the quarter ended September 30, 2024, File No.

Special Restricted Stock Unit Award Agreement between Northwest Natural H olding Company and an executive officer, dated September 1, 2024 (incorporated by reference to Exhibit 10b to the Form 10-Q for the quarter ended September 30, 2024, File No.

Special Restricted Stock Unit Award Agreement between Northwest Natural H olding Company and an executive officer, dated September 1, 2024 (incorporated by reference to Exhibit 10c to the Form 10-Q for the quarter ended September 30, 2024, File No.

*Incorporated by reference as indicated

14 unchanged sentences

Chief Executive Officer

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

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

/s/ Raymond Kaszuba III Principal Financial Officer February 28, 2025

Raymond Kaszuba III

Senior Vice President and Chief Financial Officer

Wilson Principal Accounting Officer February 28, 2025

Vice President, Treasurer, Chief Accounting Officer and Controller

/s/ Timothy P.

3 unchanged sentences

/s/ Karen Lee Director )

Ludford Director )

/s/ Dave McCurdy Director )

14 unchanged sentences

Chief Executive Officer

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

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

/s/ Raymond Kaszuba III Principal Financial Officer February 28, 2025

Raymond Kaszuba III

Senior Vice President and Chief Financial Officer

Wilson Principal Accounting Officer February 28, 2025

Vice President, Treasurer, Chief Accounting Officer and Controller

/s/ Timothy P.

3 unchanged sentences

/s/ Karen Lee Director )

Ludford Director )

/s/ Dave McCurdy Director )

13 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