Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosures Controls and Procedures . Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the Exchange Act)) as of December 31, 2024, the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2024.
Changes in Internal Control over Financial Reporting . There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act) during the fourth quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Management’s Report Regarding Internal Control Over Financial Reporting. Management is responsible for the preparation and integrity of the consolidated financial statements and representations in this report on Form 10-K. The consolidated financial statements of the Company have been prepared in conformity with generally accepted accounting principles applied on a consistent basis and include some amounts that are based on informed judgments and best estimates and assumptions of management.
In order to assure the consolidated financial statements are prepared in conformance with generally accepted accounting principles, management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). These internal controls are designed only to provide reasonable assurance, on a cost-
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effective basis, that transactions are carried out in accordance with management’s authorizations and assets are safeguarded against loss from unauthorized use or disposition.
Management has completed its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework ( 2013 ) to conduct the required assessment of the effectiveness of the Company’s internal control over financial reporting. Based on this assessment, management concluded that, as of December 31, 2024, the Company’s internal control over financial reporting was effective based on those criteria. The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has audited the Company’s consolidated financial statements included in this report on Form 10-K and issued an attestation report on the Company’s internal control over financial reporting.
Attestation Report of Independent Registered Public Accounting Firm . The attestation report of Deloitte & Touche LLP, the Company’s independent registered public accounting firm, regarding the Company’s internal control over financial reporting is provided in Item 8 of this report on Form 10-K.
ITEM 9B. OTHER INFORMATION
None .
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item is incorporated by reference to the information under “Election of Directors,” "Corporate Governance - Director Nomination Process," "Committees of the Board of Directors - Audit Committee," and "Executive Compensation Policies - Insider Trading Policy" in the Company's definitive Proxy Statement for the 2025 Annual Meeting. The information regarding executive officers and family relationships is set forth in Item 3A of this report on Form 10-K.
The Company has adopted a code of business ethics that applies to all of its directors, officers (including its principal executive officer, principal financial officer, and its principal accounting officer or controller or person performing similar functions) and employees. The Company’s code of business ethics is available on its website at www.ottertail.com. The Company intends to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of its code of business ethics by posting such information on its website at the address specified above. Information on the Company’s website is not deemed to be incorporated by reference into this report on Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated by reference to the information under “Policy and Procedures Regarding Transactions with Related Persons,” “Election of Directors,” "Director Independence Determinations" and “Committees of the Board of Directors” in the Company’s definitive Proxy Statement for the 2025 Annual Meeting.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to the information under “Compensation Discussion and Analysis,” “Report of Compensation and Human Capital Management Committee,” “Executive Compensation,” “Pay Ratio Disclosure” and “Director Compensation” in the Company's definitive Proxy Statement for the 2025 Annual Meeting.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item regarding security ownership is incorporated by reference to the information under “Security Ownership of Certain Beneficial Owners” in the Company’s definitive Proxy Statement for the 2025 Annual Meeting.
The following table sets forth information as of December 31, 2024 about the Company’s common stock that may be issued under all its equity compensation plans:
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights Weighted average
exercise price of
outstanding
options, warrants
and rights Number of securities remaining
available for future issuance under
equity compensation plans
(excluding securities reflected in
column (a))
Plan Category (a) (b) (c)
Equity compensation plans approved by security holders:
2023 Stock Incentive Plan 333,147 ' (1)
N/A 828,761 ' (2)
1999 Employee Stock Purchase Plan — N/A ' (3)
Equity compensation plans not approved by security holders — — 206,115
Total 333,147 — 1,034,876
(1) Includes 65,100, 78,600 and 73,500 performance-based share awards, assuming a maximum payout, granted in 2024, 2023 and 2022, respectively, and 115,947 restricted stock units outstanding as of December 31, 2024.
(2) The 2023 Stock Incentive Plan provides for the issuance of any shares available under the plan in the form of restricted stock, restricted stock units, performance awards and other types of stock-based awards, in addition to the granting of options, warrants or stock appreciation rights.
(3) Shares to be issued based on employee’s election to participate in the plan.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated by reference to the information under “Ratification of Independent Registered Public Accounting Firm – Fees” and “Ratification of Independent Registered Public Accounting Firm – Pre-Approval of Audit/Non-Audit Services Policy” in the Company’s definitive Proxy Statement for the 2025 Annual Meeting.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
1. Financial Statements
Page
Report of Independent Registered Public Accounting Firm
47
Consolidated Balance Sheets
49
Consolidated Statements of Income
50
Consolidated Statements of Comprehensive Income
51
Consolidated Statements of Shareholders’ Equity
52
Consolidated Statements of Cash Flows
53
Notes to Consolidated Financial Statements
54
2. Financial Statement Schedules
Schedule I - Condensed Financial Information of Registrant
Schedule II - Valuation and Qualifying Accounts and Reserves
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SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
OTTER TAIL CORPORATION (PARENT COMPANY)
CONDENSED BALANCE SHEETS
December 31,
(in thousands) 2024 2023
Assets
Current Assets
Cash and Cash Equivalents $ 291,575 $ 228,137
Accounts Receivable from Subsidiaries 5,642 2,555
Interest Receivable from Subsidiaries 117 117
Notes Receivable from Subsidiaries 4,706 —
Other 3,538 977
Total Current Assets 305,578 231,786
Investments in Subsidiaries 2,006,239 1,725,584
Notes Receivable from Subsidiaries 78,900 78,900
Deferred Income Taxes 69,781 65,244
Other Assets 109,057 50,795
Total Assets $ 2,569,555 $ 2,152,309
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable to Subsidiaries $ 7 $ 7
Notes Payable to Subsidiaries 752,625 568,672
Other 19,100 15,320
Total Current Liabilities 771,732 583,999
Other Noncurrent Liabilities 49,424 45,455
Commitments and Contingencies
Capitalization
Long-Term Debt 79,900 79,849
Common Stockholders' Equity 1,668,499 1,443,006
Total Capitalization 1,748,399 1,522,855
Total Liabilities and Stockholders' Equity $ 2,569,555 $ 2,152,309
See accompanying notes to condensed financial statements.
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OTTER TAIL CORPORATION (PARENT COMPANY)
CONDENSED STATEMENTS OF INCOME
Years Ended December 31,
(in thousands) 2024 2023 2022
Income
Equity Income in Earnings of Subsidiaries $ 304,525 $ 294,467 $ 296,833
Interest Income from Subsidiaries 3,107 2,898 3,382
Other Income 15,085 10,496 466
Total Income 322,717 307,861 300,681
Expense
Nonelectric Selling, General, and Administrative Expenses 23,016 12,816 17,269
Interest Expense 3,599 3,813 4,066
Interest Expense from Subsidiaries 5 6 5
Nonservice Cost Components of Postretirement Benefits 970 1,063 1,023
Total Expense 27,590 17,698 22,363
Income Before Income Taxes 295,127 290,163 278,318
Income Tax Benefit 6,535 4,028 5,866
Net Income $ 301,662 $ 294,191 $ 284,184
See accompanying notes to condensed financial statements.
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OTTER TAIL CORPORATION (PARENT COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
Years Ended December 31,
(in thousands) 2024 2023 2022
Cash Flows from Operating Activities
Net Cash Provided by Operating Activities $ 76,333 $ 77,139 $ 28,807
Cash Flows from Investing Activities
Investment in Subsidiaries ( 55,000 ) ( 40,000 ) ( 50,000 )
Purchases of Investments and Other Assets
( 53,085 ) ( 1,754 ) ( 3,175 )
Other, net 1,394 1,686 1,480
Net Cash Used in Investing Activities ( 106,691 ) ( 40,068 ) ( 51,695 )
Cash Flows from Financing Activities
Net (Repayments) Borrowings on Short-Term Debt — — ( 22,637 )
Borrowings from Subsidiaries 179,247 148,308 236,926
Payments for Shares Withheld for Employee Tax Obligations ( 6,457 ) ( 3,088 ) ( 2,942 )
Dividends Paid ( 78,265 ) ( 73,061 ) ( 68,755 )
Other, net ( 729 ) ( 339 ) ( 461 )
Net Cash Provided by Financing Activities
93,796 71,820 142,131
Net Change in Cash and Cash Equivalents 63,438 108,891 119,243
Cash and Cash Equivalents at Beginning of Period 228,137 119,246 3
Cash and Cash Equivalents at End of Period $ 291,575 $ 228,137 $ 119,246
See accompanying notes to condensed financial statements.
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OTTER TAIL CORPORATION (PARENT COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Incorporated by Reference
OTC’s consolidated statements of comprehensive income and common shareholders’ equity in Part II, Item 8 are incorporated by reference.
Basis of Presentation
The condensed financial information of OTC is presented to comply with Rule 12-04 of Regulation S-X. The unconsolidated condensed financial statements do not reflect all of the information and notes normally included with financial statements prepared in accordance with generally accepted accounting principles. Therefore, these condensed financial statements should be read with the consolidated financial statements and related notes included in this report on Form 10-K.
OTC’s investments in subsidiaries are presented under the equity method of accounting. Under this method, the assets and liabilities of the subsidiaries are not consolidated. The investments in net assets of the subsidiaries are recorded in the balance sheets. The income from operations of the subsidiaries is reported on a net basis as equity income in earnings of subsidiaries.
Related Party Transactions
Outstanding receivables from and payables to OTC's subsidiaries as of December 31, 2024 and 2023 are as follows:
(in thousands) Accounts
Receivable Interest
Receivable Current
Notes
Receivable Long-Term
Notes
Receivable Accounts
Payable Current
Notes
Payable
December 31, 2024
Otter Tail Power Company $ 5,223 $ — $ — $ — $ 7 $ —
Northern Pipe Products, Inc. 36 7 — 5,000 — 66,170
Vinyltech Corporation — 17 — 11,500 — 90,764
BTD Manufacturing, Inc. — 78 — 52,000 — 5,662
T.O. Plastics, Inc. 42 15 4,706 10,400 — —
Varistar Corporation — — — — — 590,029
Otter Tail Assurance Limited 341 — — — — —
Total
$ 5,642 $ 117 $ 4,706 $ 78,900 $ 7 $ 752,625
December 31, 2023
Otter Tail Power Company $ 2,415 $ — $ — $ — $ 7 $ —
Northern Pipe Products, Inc. — 7 — 5,000 — 56,917
Vinyltech Corporation 14 17 — 11,500 — 98,016
BTD Manufacturing, Inc. — 78 — 52,000 — 6,291
T.O. Plastics, Inc. 36 15 — 10,400 — 980
Varistar Corporation — — — — — 406,468
Otter Tail Assurance Limited 90 — — — — —
Total
$ 2,555 $ 117 $ — $ 78,900 $ 7 $ 568,672
Dividends
Dividends paid to OTC (the Parent) from its subsidiaries were as follows:
(in thousands) 2024 2023 2022
Cash Dividends Paid to Parent by Subsidiaries $ 78,191 $ 72,982 $ 68,680
See OTC’s notes to consolidated financial statements in Part II, Item 8 for other disclosures.
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SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
OTTER TAIL CORPORATION
Below is a summary of activity within valuation and qualifying accounts for the years ended December 31, 2024, 2023 and 2022:
(in thousands) Balance, January 1 Charged to Cost and Expenses Deductions (1)
Balance, December 31
Allowance for Credit Losses
2024 $ 2,522 $ 1,242 $ ( 1,844 ) $ 1,920
2023 1,648 2,014 ( 1,140 ) 2,522
2022 1,836 909 ( 1,097 ) 1,648
(1) Amounts reflect deductions to the allowance for amounts written-off, net of recoveries.
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3. Exhibits
The following Exhibits are filed as part of, or incorporated by reference into, this report.
No. Description
3.1 Third Restated Articles of Incorporation, dated April 12, 2021
3.2 Restated Bylaws, dated April 12, 2021
4.1 Description of Securities
10.1.0 Note Purchase Agreement, dated as of August 20, 2007, between Otter Tail Power Company and the Purchasers named therein
10.1.1 First Amendment, dated as of December 14, 2007, to Note Purchase Agreement, dated as of August 20, 2007, between Otter Tail Power Company and the Purchasers named therein
10.1.2 Second Amendment, dated as of September 11, 2008, to Note Purchase Agreement, dated as of August 20, 2007, between Otter Tail Power Company and the Purchasers named therein
10.1.3 Third Amendment, dated as of June 26, 2009, to Note Purchase Agreement dated as of August 20, 2007, between Otter Tail Power Company and the Purchasers named therein
10.2 Note Purchase Agreement dated as of August 14, 2013 between Otter Tail Power Company and the Purchasers named therein
10.3 Note Purchase Agreement dated as of September 23, 2016 between Otter Tail Corporation and the Purchasers named therein
10.4 Note Purchase Agreement dated as of November 14, 2017 between Otter Tail Power Company and the Purchasers named therein
10.5 Note Purchase Agreement dated as of September 12, 2019 between Otter Tail Power Company and the Purchasers named therein
10.6 Note Purchase Agreement dated as of June 10, 2021 between Otter Tail Power Company and the Purchasers named therein
10.7
N ote Purchase Agreement dated as of March 28, 2024 between Otter Tail Power Company and the P urchases named therein
10.8
Sixth Amended and Restated Credit Agreement, dated as of D ecember 11, 2024 , by and between Otter Tail Corporation, as Borrower, and the banks named therein, with U.S. Bank National Association, as Administrative Agent
10.9
Fifth Amended and Restated Credit Agreement, dated as of D ecember 11, 2024 , by and between Otter Tail Power Company, as Borrower, and the banks named therein, with U.S. Bank Nation Association, as Administration Agent
10.10.0
Agreement for Sharing Ownership of Generating Plant by and between the Company, Montana-Dakota Utilities Co., and Northwestern Public Service Company (dated as of January 7, 1970). Previously filed as Exhibit 10-F in Form 10-K for the year ended December 31, 1989
10.10.1
Letter of Intent for purchase of share of Big Stone Plant from Northwestern Public Service Company (dated as of May 8, 1984). Previously filed as Exhibit 10-F-1 in Form 10-K for the year ended December 31, 1989
10.10.2
Supplemental Agreement No. 1 to Agreement for Sharing Ownership of Big Stone Plant (dated as of July 1, 1983). Previously filed as Exhibit 10-F-2 in Form 10-K for the year ended December 31, 1991
10.10.3
Supplemental Agreement No. 2 to Agreement for Sharing Ownership of Big Stone Plant (dated as of March 1, 1985). Previously filed as Exhibit 10-F-3 in Form 10-K for the year ended December 31, 1991
10.10.4
Supplemental Agreement No. 3 to Agreement for Sharing Ownership of Big Stone Plant (dated as of March 31, 1986). Previously filed as Exhibit 10-F-4 in Form 10-K for the year ended December 31, 1991
10.10.5
Supplemental Agreement No. 4 to Agreement for Sharing Ownership of Big Stone Plant (dated as of April 24, 2003)
10.10.6
Amendment I to Letter of Intent dated May 8, 1984, for purchase of share of Big Stone Plant. Previously filed as Exhibit 10-F-5 in Form 10-K for the year ended December 31, 1992
10.11
Big Stone South–Ellendale Project Ownership Agreement dated as of June 12, 2015 between Otter Tail Power Company, a wholly owned subsidiary of Otter Tail Corporation, and Montana-Dakota Utilities Co., a division of MDU Resources Group, Inc.**
10.12.0
Agreement for Sharing Ownership of Coyote Station Generating Unit No. 1 by and between the Company, Minnkota Power Cooperative, Inc., Montana-Dakota Utilities Co., Northwestern Public Service Company and Minnesota Power & Light Company (dated as of July 1, 1977). Previously filed as Exhibit 5-H in filing 2-61043
10.12.1
Supplemental Agreement No. One, dated as of November 30, 1978, to Agreement for Sharing Ownership of Coyote Generating Unit No. 1. Previously filed as Exhibit 10-H-1 in Form 10-K for the year ended December 31, 1989
10.12.2
Supplemental Agreement No. Two, dated as of March 1, 1981, to Agreement for Sharing Ownership of Coyote Generating Unit No. 1 and Amendment No. 2 dated March 1, 1981, to Coyote Plant Coal Agreement. Previously filed as Exhibit 10-H-2 in Form 10-K for the year ended December 31, 1989
10.12.3
Amendment, dated as of July 29, 1983, to Agreement for Sharing Ownership of Coyote Generating Unit No. 1. Previously filed as Exhibit 10-H-3 in Form 10-K for the year ended December 31, 1989
10.12.4
Agreement, dated as of September 5, 1985, containing Amendment No. 3 to Agreement for Sharing Ownership of Coyote Generating Unit No. 1, dated as of July 1, 1977, and Amendment No. 5 to Coyote Plant Coal Agreement, dated as of January 1, 1978. Previously filed as Exhibit 10-H-4 in Form 10-K for the year ended December 31, 1992
10.12.5
Amendment, dated as of June 14, 2001, to Agreement for Sharing Ownership of Coyote Generating Unit No. 1
10.12.6
Amendment, dated as of April 24, 2003, to Agreement for Sharing Ownership of Coyote Generating Unit No. 1
10.13.0
Lignite Sales Agreement between Coyote Creek Mining Company, L.L.C. and Otter Tail Power Company, Northern Municipal Power Agency, Montana-Dakota Utilities Co., Northwestern Corporation, dated as of October 10, 2012 **
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No. Description
10.13.1
First Amendment to Lignite Sales Agreement dated as of January 30, 2014 among Otter Tail Power Company, Northern Municipal Power Agency, Montana-Dakota Utilities Co., a division of MDU Resources Group, Inc., NorthWestern Corporation and Coyote Creek Mining Company, L.L.C.
10.13.2
Second Amendment to Lignite Sales Agreement dated as of March 16, 2015 among Otter Tail Power Company, Northern Municipal Power Agency, Montana-Dakota Utilities Co., a division of MDU Resources Group, Inc., NorthWestern Corporation and Coyote Creek Mining Company, L.L.C.
10.14
Executive Survivor and Supplemental Retirement Plan (2020 Restatement) *
10.15
Nonqualified Retirement Plan (2021 Restatement)*
10.16
Otter Tail Corporation Executive Restoration Plus Plan, 2020 Restatement *
10.17
1999 Employee Stock Purchase Plan, As Amended (2016)
10.18
2014 Stock Incentive Plan *
10.19
2023 Stock Incentive Plan *
10.20
202 5 Executive Annual Incentive Plan *
10.21
Form of Executive Performance Share Award Agreement (Executives)*
10.22
Form of Restricted Stock Unit Award Agreement (Executives)*
10.23
Form of Restricted Stock Award Agreement ( Directors )*
10.24
Summary of Non-Employee Director Compensation (202 4 ) *
10.25
Change in Control Severance Agreement, Chuck MacFarlane, dated February 24, 2012 *
10.26
Change in Control Severance Agreement, Timothy Rogelstad, dated April 14, 2014 *
10.27
Change in Control Severance Agreement, Paul Knutson, dated December 17, 2012 *
10.28
Change in Control Severance Agreement, John Abbott, dated April 13, 2015 *
10.29
Change in Control Severance Agreement, Todd Wahlund, dated January 1, 2024*
10.30
Change in Control Severance Agreement, Jennifer Smestad, dated January 1, 2018*
10.31
Form of Change in Control Severance Agreement (2023)*
10.32
Otter Tail Corporation Executive Severance Plan (2024)*
19 Insider Trading and Pre-Clearance Policy
21 Subsidiaries of Registrant
23 Consent of Deloitte & Touche LLP
24 Power of Attorney
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97 Incentive Compensation Recovery Policy
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Management contract, compensatory plan or arrangement required to be filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K.
**Confidential information has been omitted from this Exhibit and filed separately with the Securities and Exchange Commission pursuant to a confidential treatment request under Rule 24b-2.
The Company hereby undertakes to furnish copies of any of the omitted schedules and exhibits to the Securities and Exchange Commission upon request.
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of certain instruments defining the rights of holders of certain long-term debt of the Company are not filed, and in lieu thereof, the Company agrees to furnish copies thereof to the Securities and Exchange Commission upon request.
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ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
OTTER TAIL CORPORATION
By: /s/ Todd R. Wahlund
Todd R. Wahlund
Vice President and Chief Financial Officer
(authorized officer and principal financial officer)
Dated: February 19, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature and Title
Charles S. MacFarlane )
President and Chief Executive Officer )
(principal executive officer) and Director )
)
Todd R. Wahlund )
Vice President and Chief Financial Officer )
(principal financial and accounting officer) )
) By /s/ Charles S. MacFarlane
Nathan I. Partain ) Charles S. MacFarlane
Chairman of the Board and Director ) Pro Se and Attorney-in-Fact
) Dated: February 19, 2025
Jeanne H. Crain, Director )
)
John D. Erickson, Director )
)
Steven L. Fritze, Director )
)
Kathryn O. Johnson, Director )
)
Michael E. LeBeau, Director )
)
Mary E. Ludford, Director )
)
Thomas J. Webb, Director )
98