DEF 14A of Northwest Natural Holding Co, Apr 10, 2025

DEF 14A of Northwest Natural Holding Co

Filed Apr 10, 2025 · FY20240001193125-25-077782

Open on EDGAR

  1. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS NW Holdings’ Restated Articles of Incorporation (Restated Articles) provide that the Board of Directors of NW Holdings (Board of Directors or Board) shall be composed of not less than nine nor more than thirteen directors, with the exact number of directors to be determined by the Board. The Board has fixed the number of directors at thirteen. The Restated Articles also provide that the Board of Directors be divided into three classes and that the number of directors in each class be as nearly equal in number as possible. Members of each class are elected to serve a three-year term with the terms of office of each class ending in successive years. The terms of the Class II directors expire at this year’s Annual Meeting. In addition, the terms of Mary E. Ludford, who was recently appointed as a Class III director, and Justin B. Palfreyman, who was recently appointed as a Class I director, also expire at the Annual Meeting. Directors McDonough, Peverett, Wilhoite and Ludford are nominees for election to the Board as Class II directors to serve until the 2028 Annual Meeting or until their successors have been duly qualified and elected. Mr. Palfreyman is nominated for election to the Board as a Class I director to serve until the 2027 Annual Meeting or until his successor has been duly qualified and elected. Directors McDonough, Peverett, and Wilhoite were each last re-elected to the Board of Directors by the shareholders at the 2022 Annual Meeting. Ms. Ludford was appointed to the Board of Directors effective August 19, 2024 and Mr. Palfreyman was appointed to the Board of Directors effective April 1, 2025. To achieve an equal balance of membership among the three classes of directors, the Board of Directors determined that Ms. Ludford should be nominated for election as a Class II director, with a term expiring at the 2028 Annual Meeting. In case any of the nominees should become unavailable for election for any reason, the persons named in the proxy will have discretionary authority to vote for a substitute. Management knows of no reason why any of the nominees would be unable to serve if elected.

  2. INFORMATION CONCERNING NOMINEES

    INFORMATION CONCERNING NOMINEES

  3. AND DIRECTORS

    AND DIRECTORS Set forth below is information with respect to the nominees and continuing directors, including their recent employment or principal occupation, a summary of their specific experience, qualifications, attributes or skills that led to the conclusion they are qualified to serve as a director, the names of other public companies for which they currently serve as a director or have served as a director within the past five years, the committees on which they currently serve, and their age. Also listed is the year in which each director was elected to the NW Holdings, or NW Natural as the predecessor of NW Holdings, Board of Directors, as applicable.

  4. NOMINEES FOR ELECTION TO BOARD OF DIRECTORS

    NOMINEES FOR ELECTION TO BOARD OF DIRECTORS

  5. Class II

    Class II

  6. (For a term ending in 2028)

    (For a term ending in 2028)

  7. (For a term ending in 2028)

    | | Sandra McDonough Former President and Chief Executive Officer, Oregon Business & Industry, Portland, Oregon Age: 70 Director since: 2022 Board Committees: Audit, Governance, and Public Affairs and Environmental Policy (Chair) |

  8. (For a term ending in 2028)

    Since September 2021, Ms. McDonough has been the owner of Quetzal Consulting, a business consulting firm. From 2018 to 2021, Ms. McDonough served as President and CEO of Oregon Business & Industry (OBI), Oregon’s largest statewide general business organization, with members across the state representing a wide variety of industries. Before joining OBI, Ms. McDonough served as President and CEO of the Portland Business Alliance, Greater Portland’s Chamber of Commerce for 14 years. Ms. McDonough previously worked in the energy industry for two decades, including as a Vice President, External Affairs, for PG&E National Energy Group and Vice President, Communications and External Affairs, for PG&E Gas Transmission Northwest, both companies being former operating units of San Francisco-based PG&E Corporation. Earlier, Ms. McDonough worked for PacifiCorp, holding positions in Oregon and Washington, D.C. Ms. McDonough currently serves on the boards of NW Natural and the non-profit New Avenues for Youth. She also serves on the Oregon advisory board for Regence and is a senior fellow of the American Leadership Forum/Oregon. She previously served on the Oregon advisory board for U.S. Bank National Association and the non-profit Oregon Business Academy. She holds two bachelor’s degrees from the University of Oregon. Ms. McDonough brings to the NW Holdings Board extensive experience in governmental and public affairs through her leadership of OBI and the Portland Business Alliance, allowing her to contribute valuable insights on policy development and governmental relations. In addition, her strong community ties and familiarity with the Oregon business landscape position her to provide oversight on matters related to the local economy, business environments, and the communities served by NW Natural and NW Holdings. Her breadth of experience and leadership, including her two decades of experience in the energy industry, positions her to provide insights to the Board and management on a wide variety of matters, including, but not limited to: utility operations, regulatory matters, change management, decarbonization, sustainability and climate change, and business development and strategy, all of which strengthen the Board’s collective knowledge, capabilities and experience.

  9. (For a term ending in 2028)

    | | Jane L. Peverett Former President and Chief Executive Officer, British Columbia Transmission Corporation, Vancouver, British Columbia, Canada Age: 66 Director since: 2007 Board Committees: Audit (Chair), Governance, and Organization and Executive Compensation |

  10. (For a term ending in 2028)

    From 2005 to January 2009, Ms. Peverett served as President and Chief Executive Officer of British Columbia Transmission Corporation (BCTC), an electric utility in Vancouver, British Columbia. Between 2003 and 2005, she served as Chief Financial Officer of BCTC. Prior to joining BCTC, from 1988 through 2003, Ms. Peverett held various senior positions with Westcoast Energy Ltd., including serving as President and Chief Executive Officer of Union Gas Limited, a Westcoast Energy company, between 2001 and 2003. Ms. Peverett currently serves on the Boards of Directors of NW Natural, Suncor Energy Inc. (Suncor)((NYSE: SU)(TSX: SU), Capital Power Corporation (TSX: CPX), and Canadian Pacific Kansas City (formerly Canadian Pacific Railway Limited)(NYSE: CP)(TSX: CP). She currently serves on the Audit and Finance Committee of Canadian Pacific Kansas City and on the Audit and Governance Committees of Suncor. Ms. Peverett additionally serves as Chair of the CSA Group (formerly the Canadian Standards Association). Ms. Peverett previously served on the board of directors of Canadian Imperial Bank of Commerce (CIBC) (NYSE: CM)(TSX: CM) from 2009 to 2023. She has also previously served on the boards of Hydro One Inc., AEGIS, Encana Corporation, Postmedia Network Canada Corp., BC Ferry Authority, BC Ferries Services, Inc. (BC Ferries), and the United Way of Lower Mainland, also serving as Chair of BC Ferry Authority, Chair of the Corporate Governance Committee and a member of the Audit Committee at CIBC, and as Chair of the Audit Committee of Encana Corporation. Ms. Peverett earned a Bachelor of Commerce degree from McMaster University and a Master of Business Administration degree from Queen’s University. She is a certified management accountant. Ms. Peverett’s extensive senior management experience at Union Gas Limited of Chatham, Ontario, a natural gas distribution, storage and transmission company, and BCTC, the entity responsible for managing British Columbia’s publicly-owned electrical transmission system, as well as her board experience at Capital Power Corporation, a North American power producer, Suncor, a global integrated energy company, Canadian Pacific Kansas City and NW Natural, and her prior board experiences at Hydro One Inc., one of North America’s largest electricity delivery companies, AEGIS, Encana Corporation, Postmedia Network Canada Corp., and BC Ferries, position her to provide oversight of and advise management on a wide range of natural gas and energy industry strategic and regulatory matters, including renewable energy, and decarbonization, sustainability and climate change. In addition, Ms. Peverett’s other board experiences, including as Chair of the Audit and Finance Committee of Canadian Pacific Kansas City, member of the Audit and Governance Committees of Suncor, former Chair of the Corporate Governance Committee and Audit Committee of CIBC, former Chair of the Audit Committee of Encana Corporation, and a former Audit Committee member of Postmedia Network Canada Corp., enable her to provide effective oversight of management and insight into a wide variety of corporate governance, risk oversight, change management, and financial matters. Ms. Peverett’s cumulative experience has led the Board to determine that she is an “audit committee financial expert” as defined by the Securities and Exchange Commission (SEC) rules. Ms. Peverett also has extensive knowledge of and training in finance and accounting matters, which strengthen the Board’s collective knowledge, capabilities and experience.

  11. (For a term ending in 2028)

    | | Charles A. Wilhoite Managing Director, Willamette Management Associates, Inc., Portland, Oregon Age: 60 Director since: 2018 Board Committees: Audit, Governance (Chair), and Organization and Executive Compensation |

  12. (For a term ending in 2028)

    Since 1990, Mr. Wilhoite has worked for, and since 1995 has been a Managing Director of, Willamette Management Associates, Inc., a consulting firm in the fields of business valuation, forensic analysis, and transaction financial advisory services, which firm was acquired by Citizens Financial Group in September 2021. Before his tenure at Willamette Management Associates, Inc., he was a Senior Auditor at KPMG. Mr. Wilhoite currently serves as a member of the Board of Trustees of Meyer Memorial Trust, Board Chair of Legacy Health, and serves as a board member of NW Natural, the Jensen Quality Growth Fund (JENSX), Portland Business Alliance, Oregon Business Council, Lease Crutcher Lewis, 4G Clinical, and the National Association of Corporate Directors Northwest Chapter. He also serves as an advisory board member of Metal Toad Media and Black Business Warehouse and has been appointed by former Oregon Governor Kate Brown as a member of a blue-ribbon task force to evaluate state and local debt to the Oregon Public Employees Retirement System (PERS). Mr. Wilhoite has previously served as Commissioner and Chair of the Board of the Portland Development Commission (PDC) and the City Charter Review Commission. He is also a past Chair of the Portland Business Alliance, Oregon Health & Science University, SMART, Urban League of Portland, and Meyer Memorial Trust, past Chair of the Portland Police Bureau Budget Advisory Committee, and immediate past Chair and member of The Nature Conservancy of Oregon, Inc. and the Federal Reserve Bank of San Francisco-Portland Branch. Mr. Wilhoite also previously served on the Boards of PacificSource Health Plans, U.S. Bank of Oregon, the Oregon State Bar, Jesuit High School Portland, Portland State University Foundation, Oregon Health & Science University Medical Group, the Oregon Housing Stability Council, Oregon Investment Council, and the Federal Reserve Bank of San Francisco-Portland Branch, and served as an Economic Advisory Council Member of the Federal Reserve Bank of San Francisco. Mr. Wilhoite earned a Bachelor of Science degree in accounting and a Bachelor of Science degree in finance, both at Arizona State University. He is a certified public accountant, with accreditations in business valuation and financial forensics. His other accreditations are from various financial governing bodies and include certifications in chartered global management accounting, management accounting, financial management, business valuation and appraisal, and fraud examination. Mr. Wilhoite brings to the NW Holdings Board extensive experience, as well as financial accreditations, in business valuation, finance, and accounting, developed from over 34 years of experience as a consultant with Willamette Management Associates, his position as a Senior Auditor with KPMG, and current and former service in numerous regional and local economic and business organizations, including the Federal Reserve Bank of San Francisco-Portland Branch, the Portland Business Alliance, the Oregon Business Council, the Oregon Housing Stability Council, the Portland Development Commission, and the Portland Police Bureau Budget Advisory Committee, positioning him to provide oversight and advice to the Company on financial, accounting, and strategy topics including, but not limited to, mergers and acquisitions, growth and diversification, risk and consumer and commercial businesses. Mr. Wilhoite also has served as Managing Director of Willamette Management Associates, Inc. for over two decades, thereby giving him entrepreneurial and marketing insight valuable to the Board. His experience in highly regulated industries, including his service as a member of the Boards of Directors of Legacy Health and Oregon Health & Science University, and his former service as a member of the Board of Directors of PacificSource, enables him to provide management oversight on subjects including public and government policy and relations, compliance and regulation. Furthermore, Mr. Wilhoite’s strong community presence positions him to provide important guidance to the Board on local and regional strategic matters, and provide an important connection between NW Holdings and the communities it serves. Mr. Wilhoite’s cumulative experience has led the Board to determine that he is an “audit committee financial expert” as defined by the SEC rules. Mr. Wilhoite’s extensive knowledge and experience of finance, accounting and regulated industry, along with his strong community ties strengthen the Board’s collective knowledge, capabilities and experience.

  13. (For a term ending in 2028)

    | | Mary E. Ludford Former Deputy Chief Security Officer, Exelon Corporation, Couderay, Wisconsin Age: 65 Director since: 2024 Board Committees: Audit and Finance |

  14. (For a term ending in 2028)

    From 2018 until her retirement in 2020, Ms. Ludford served as Deputy Chief Security Officer for Exelon Corporation, a provider of utility services in the United States. Ms. Ludford previously served as Vice President, Corporate Operations of Exelon from 2016 to 2018, and as Chief Audit Executive at Exelon from 2010 until 2016. At PECO Energy (an Exelon company), Ms. Ludford served from 2009 to 2010 as Vice President of Smart Grid and Smart Meters, as Vice President of Customer Operations from 2007 to 2009, and as Vice President Finance from 2006 to 2007. She additionally served as Vice President of Customer Financial Operations at Commonwealth Edison and PECO Energy from 2005 to 2006. Prior to 2005, Ms. Ludford held a variety of roles of increasing responsibility and complexity in the energy industry. Ms. Ludford currently serves on the Board of Directors of NW Natural and on the Board of Otter Tail Corporation (Nasdaq: OTTR), where she also serves on its Audit and Corporate Governance Committees. She holds a Master of Business Administration from the Quinlan School of Business at Loyola University Chicago and a Bachelor of Business from Western Illinois University. Ms. Ludford’s extensive senior management experience at Exelon Corporation positions her to provide valuable guidance and insight on a wide range of operational, strategic and regulatory matters impacting the energy and utility industries. In addition, her professional and board experience, including as a member of the Audit Committee of Otter Tail Corporation, enable her to provide important oversight of a variety of financial, accounting, auditing, risk management, change management, and cybersecurity matters. Ms. Ludford’s cumulative experience has led the Board to determine that she is an “audit committee financial expert” as defined by the SEC rules. Ms. Ludford’s extensive knowledge and experience in finance, accounting and energy and utility industry matters strengthen the Board’s collective knowledge, capabilities and experience.

  15. Class I

    Class I

  16. (For a term ending in 2027)

    (For a term ending in 2027)

  17. (For a term ending in 2027)

    | | Justin B. Palfreyman President and Chief Executive Officer, NW Holdings Chief Executive Officer, NW Natural, Portland, Oregon Age: 46 Director since: 2025 Board Committees: None |

  18. (For a term ending in 2027)

    Mr. Palfreyman is President and Chief Executive Officer of NW Holdings and Chief Executive Officer of NW Natural, effective as of April 1, 2025. From May 2023 to March 2025, Mr. Palfreyman served as President of NW Holdings and NW Natural. He previously served as Senior Vice President, Strategy and Business Development of NW Natural from February 2023 to May 2023, and from 2016 to 2023, he was Vice President, Strategy and Business Development of NW Natural. Before joining NW Natural, he was with Lazard, Freres & Co., a global financial advisory and asset management firm, serving as a Director in Lazard’s Power, Energy & Infrastructure Group from 2009 to 2016. In that position, he provided strategic and financial advice to corporations, institutional investors, private equity funds and government clients. Prior to Lazard, Mr. Palfreyman was an associate in the Infrastructure Investment Banking Group at Goldman Sachs in New York. He has also held various positions in finance, strategy and business development at both Apex Learning and Accenture in Seattle, Washington. In addition to serving on the Board of NW Holdings, he also serves on the boards of certain of its subsidiaries including, NW Natural, SiEnergy Operating, LLC, NW Natural Renewables Holdings, LLC, NW Natural Water Company, LLC and certain of their respective subsidiaries. Mr. Palfreyman currently serves as a board member of CASA for Children of Multnomah, Washington, Columbia and Tillamook Counties, having been the past President. Mr. Palfreyman graduated from Pacific Lutheran University with a Bachelor of Business Administration. He also holds a Master of Business Administration (MBA) from The University of Chicago Booth School of Business and a Master of Public Policy (MPP) from The University of Chicago Irving B. Harris School of Public Policy. Mr. Palfreyman serves a key leadership role on the Boards of NW Holdings and NW Natural and provides the Boards with in-depth knowledge of each area of NW Holdings’ and NW Natural’s business, its finance and operations, the energy industry generally, and the Company’s strategy, challenges and opportunities. He acts as the principal intermediary between management and the independent directors of our Board, and communicates to the Board management’s perspective on important matters brought before the Board. Mr. Palfreyman has served in several key officer roles at NW Natural for nearly a decade, which enables him to provide important insights on the Company’s business, operations and strategy as well as matters relating to the energy and utilities industries generally, including gas, water and renewables. Additionally, his extensive professional experience enables him to provide valuable guidance on matters related to strategy, business development, risk oversight, mergers and acquisitions, growth, and operations. Mr. Palfreyman’s insights from his position as Chief Executive Officer as well as his other roles and experiences, strengthen the Board’s collective knowledge, capabilities and experience.

  19. MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE

    MEMBERS OF THE BOARD OF DIRECTORS CONTINUING IN OFFICE

  20. Class III

    Class III

  21. (For a term ending in 2026)

    (For a term ending in 2026)

  22. (For a term ending in 2026)

    | | David H. Anderson Former Chief Executive Officer, NW Holdings and NW Natural, Portland, Oregon Age: 63 Director since: 2016 Board Committees: None |

  23. (For a term ending in 2026)

    Mr. Anderson served as the Chief Executive Officer of NW Holdings from March 2018 until his retirement on April 1, 2025 and Chief Executive Officer of NW Natural from August 2016 until April 1, 2025. He also previously served as President of NW Natural from July 2016 to May 2023 and of NW Holdings from its inception to May 2023. Prior to that he held positions at NW Natural, including as President and Chief Operating Officer from August 2015 to July 2016, as Executive Vice President and Chief Operating Officer from February 2014 to July 2015, as Executive Vice President of Operations and Regulation from February 2013 to February 2014, and as Senior Vice President and Chief Financial Officer from when he joined NW Natural in 2004 to February 2013. Before joining NW Natural, Mr. Anderson was Senior Vice President and Chief Financial Officer at TXU Gas. He previously held executive positions within TXU Corporation (formerly Texas Utilities) including Senior Vice President and Chief Accounting Officer, and Vice President of Investor Relations and Shareholder Services. In addition to serving on the Boards of NW Holdings and NW Natural, Mr. Anderson serves on the Board of Directors of National Fuel Gas Company (NYSE: NFG) where he has been appointed to the Audit, Finance, and Compensation Committees. Mr. Anderson also serves as a board member of the American Gas Association (AGA), where he is past Chair of the Board, immediate past Chair of the Finance Committee, and a member of the Executive Committee, Audit Committee, and Safety, Resilience/Reliability, and Security Task Force. He is also a board trustee of the American Gas Foundation, a director of the Oregon Business Council, and a member of SOLVE Founders’ Circle. Mr. Anderson is a past board member of the Northwest Gas Association, Portland Business Alliance, Portland State Foundation, and Greater Portland Inc., and a past President of The Oregon Partnership, Inc. (Lines for Life). Mr. Anderson is also a past Co-Chair of the AGA Clean Energy Task Force, and past Chair of the AGA Audit Committee, the AGA Compensation Committee, the AGA Fiscal and Tax Committee, the Associated Oregon Industries (AOI) Fiscal Policy Committee, and PSU Foundation Investment Committee, and is a past advisory board member for PSU School of Business and Oregon Department of Education Business Advisory Team. Mr. Anderson was also previously appointed by former Governor Kate Brown and served on Oregon’s Global Warming Commission. Mr. Anderson holds a BBA in Accounting from Texas Tech University and is a Certified Public Accountant (ret.) and Chartered Global Management Accountant. Mr. Anderson’s 20 years with NW Natural, including nine years as Chief Executive Officer, his over 30 years’ experience in the energy industry, and his extensive involvement with the AGA and Northwest Gas Association enable him to bring to the Board a comprehensive understanding of the Company’s business operations as well as matters relating to renewable energy, decarbonization, sustainability and climate change, as well as the energy industry generally. Mr. Anderson’s service on local business, educational, charitable and public service boards provides an important connection between NW Holdings and the communities it serves. Additionally, his extensive experience in finance and operations provides important perspectives with respect to the Company’s strategy, risk oversight, change management, business, operations, and financial positioning. Mr. Anderson’s combined professional skills and insights from his former position as Chief Executive Officer, as well as his other roles and experiences, strengthen the Board’s collective knowledge, capabilities and experience.

  24. (For a term ending in 2026)

    | | Karen Lee Chief Executive Officer, Plymouth Housing, Seattle, Washington Age: 60 Director since: 2021 Board Committees: Finance and Public Affairs and Environmental Policy |

  25. (For a term ending in 2026)

    Since 2022, Ms. Lee has served as Chief Executive Officer of Plymouth Housing, a nonprofit working to eliminate homelessness and address its causes by providing housing and opportunities to stabilize and improve lives. From 2010 to 2022, Ms. Lee served as Chief Executive Officer of Pioneer Human Services, a leading nonprofit social-enterprise business based in Seattle, Washington, which operates several businesses to help fund its social mission to assist individuals with criminal histories lead healthy and productive lives. From 2005 to 2010, Ms. Lee served as the Commissioner of the Washington State Employment Security Department. Prior to her role as Commissioner, she held several leadership roles at Puget Sound Energy, including Director of Gas Operations, from 2002 to 2005. She also previously served as an Associate Attorney at K&L Gates LLP in Seattle, Washington, and spent four years as an Officer in the U.S. Army. Ms. Lee holds a Juris Doctorate from the University of Washington School of Law. She is a graduate of the United States Military Academy at West Point, where she earned a Bachelor of Science degree with a concentration in Russian studies and a minor in engineering. Ms. Lee currently serves as a director of NW Natural, W. Lease Lewis Company, Seattle Downtown Association, and the University of Washington Foundation. She is a member of Washington’s Statewide Reentry Council and the Regence Blue Shield Community Advisory Board. Ms. Lee also previously served as a trustee at Western Washington University, a board member of the Federal Reserve Bank of San Francisco, and as a member of the U.S. Bank Washington Advisory Board. Ms. Lee has been named a “40 Under 40” honoree and one of “Seattle’s Women of Influence” by the Puget Sound Business Journal, and more recently, received an “Executive Excellence” award from Seattle Business Magazine. As the current Chief Executive Officer of Plymouth Housing and as the former Chief Executive Officer of Pioneer Human Services, Ms. Lee brings to the NW Holdings Board more than a decade of executive and leadership expertise and is well positioned to provide valuable guidance on a wide variety of matters, including, but not limited to: human capital management and development, change management, business growth and strategy, customer experience, business operations, legislative and public policy development, government relations and regulatory matters, as well as construction industry expertise. Ms. Lee additionally brings to the Board a comprehensive understanding of the natural gas and utility industry, having served in several leadership roles at Puget Sound Energy, including as Director of Gas Operations, and is able to contribute important insights on: natural gas operations and regulation; and local, state and federal regulatory matters. Ms. Lee also has extensive legal and regulatory experience, having served as Commissioner of the Washington State Employment Security Department. Her deep industry expertise, combined with the breadth of her leadership experience across the private, non-profit and public sectors strengthens the Board’s collective knowledge, capabilities and experience.

  26. (For a term ending in 2026)

    | | Nathan I. Partain Former President and Co-Chief Investment Officer, Duff & Phelps Investment Management Co., League City, Texas Age: 68 Director since: 2021 Board Committees: Finance, Governance, and Organization and Executive Compensation (Chair) |

  27. (For a term ending in 2026)

    Mr. Partain is the former President and Co-Chief Investment Officer of Duff & Phelps Investment Management Co. (Duff & Phelps), a position he held from 2005 until December 2020. Previously, Mr. Partain served as Executive Vice President of Duff & Phelps. Earlier, he was with Duff & Phelps Investment Research Co., where he served as the Director of Utility Research, Director of Equity Research, and Director of Fixed Income Research. Mr. Partain also previously served as President and Chief Executive Officer of DNP Select Income Fund Inc. (DNP), from 2001 to March 2021, and was Chief Investment Officer of DNP from 1998 to 2017. He also served as President and Chief Executive Officer of Duff & Phelps Utility and Corporate Bond Trust Inc. (DUC) and DTF Tax-Free Income Inc. (renamed DTF Tax-Free Income 2028 Term Fund Inc. in 2022) (DTF) from 2004 to March 2021 and President and Chief Executive Officer of Duff & Phelps Utility and Infrastructure Fund Inc. (DPG) from 2011 to March 2021. DNP, DTF and DPG (and formerly DUC until its merger with DNP in 2021) are part of a single “fund complex” of registered investment companies under SEC rules that share a common board of directors (the Duff & Phelps Fund Complex). Mr. Partain previously served as a director of the Duff & Phelps Fund Complex until March 2022, having served as a director of DNP and DTF since 2007 and DPG since 2011 (he also served as a director of DUC from 2007 to 2021). Prior to joining Duff & Phelps, Mr. Partain held financial and regulatory positions with Gulf States Utilities Company. Mr. Partain serves on the Board of NW Natural and has served on the Board of Directors of Otter Tail Corporation (Nasdaq: OTTR), an electricity and energy services company, since 1993 and as its Chair since 2011. Mr. Partain is a past National Association of Corporate Directors (NACD) Board Leadership Fellow. He earned a BS and MBA from Sam Houston State University. Mr. Partain is a Chartered Financial Analyst (CFA) and a member of the CFA Society of Chicago. Mr. Partain brings to the NW Holdings Board significant board oversight and executive leadership, financial, strategic and governance expertise as a result of his many years of experience at Duff & Phelps. Mr. Partain’s service as Chair of the Board of Otter Tail Corporation enables him to provide important insight and advice to the Board on a wide range of matters related to the utility and energy industry, including in the areas of renewable energy, decarbonization, sustainability and climate change. He additionally brings to the Board extensive knowledge of the utility industry gained from over 30 years of providing utility investment research and management services to institutional clients of Duff & Phelps and from his roles with Gulf States Utilities Company, and he is well positioned to advise management on matters of business strategy, growth and development, finance and capital markets, human capital management, and executive compensation. Mr. Partain’s deep industry knowledge, as well as his financial, governance and executive experience, strengthen the Board’s collective knowledge, capabilities and experience.

  28. Class I

    Class I

  29. (For a term ending in 2027)

    (For a term ending in 2027)

  30. (For a term ending in 2027)

    | | Timothy P. Boyle President, Chief Executive Officer and Chair of the Board, Columbia Sportswear Company, Portland, Oregon Age: 75 Director since: 2003 Board Committees: Public Affairs and Environmental Policy |

  31. (For a term ending in 2027)

    Mr. Boyle is the President, Chief Executive Officer and Chair of the Board of Columbia Sportswear Company (Nasdaq: COLM), an active outdoor apparel and footwear company headquartered in Portland, Oregon. He has held the President and Chief Executive Officer positions since 1988, except from February 2015 until June 2017 he relinquished his position as President. He was appointed as Chair of the Board of Columbia Sportswear Company in January 2020. Mr. Boyle began working with Columbia Sportswear Company in 1970. Mr. Boyle is also a member of the Board of Directors of NW Natural, serves on the Board of Trustees of the University of Oregon, and is an Emeritus Trustee of Reed College and the Freshwater Trust. In addition, Mr. Boyle is a past member of the Board of Directors of Craft Brew Alliance, Inc., as well as a past trustee of the Youth Outdoor Legacy Fund, and University of Oregon Foundation, where he was past Vice Chair of its Capital Campaign Committee. He is also a past member of the Young Presidents’ Organization. Mr. Boyle earned a Bachelor of Science degree in journalism from the University of Oregon. Mr. Boyle’s professional experiences, including his service as President and Chief Executive Officer and Chair of the Board of Directors of Columbia Sportswear Company, his service on the NW Natural Board, as well as his prior service as a director of Craft Brew Alliance, Inc., and his current and prior community and public service, enable Mr. Boyle to provide valuable insight to the Board and management regarding business strategy, public company operations, business development and acquisitions, decarbonization, sustainability and climate change, change management, human capital management, executive compensation, investor and media relations, government relations, and growth and strategic direction, all of which strengthen the Board’s collective knowledge, capabilities and experience.

  32. (For a term ending in 2027)

    | | Monica Enand Founder and Former Chief Executive Officer, Zapproved, Inc., Portland, Oregon Age: 53 Director since: 2019 Board Committees: Finance (Chair), Governance, and Public Affairs and Environmental Policy |

  33. (For a term ending in 2027)

    In 2008, Ms. Enand founded Zapproved, Inc., a cloud-based software provider for corporate legal departments, where she served as Chief Executive Officer until February 2023 following the acquisition of Zapproved by Exterro. Prior to founding Zapproved, she was the Director of Business Development and Marketing at Avnera Corporation, a fabless semiconductor manufacturer. Ms. Enand has also held sales and marketing positions at IBM and was a program manager in the compiler and architecture group at Intel. Ms. Enand is also a board member of NW Natural and currently serves as an Oregon Business Council Fellow and a director of Oregon Community Foundation. Ms. Enand has previously served as Chair of Auth0 and Technology Association of Oregon, and as a member of Oregon Growth Board, Oregon Innovation Council, and Oregon Investment Council. She received the 2018 Sam Blackman Award for Civic Engagement, the 2016 Portland Business Journal Entrepreneur of the Year award and the 2010 Portland Business Journal Orchid Award for achievement for women in business. Ms. Enand earned a bachelor’s degree in computer engineering from Carnegie Mellon University and a Masters of Business Administration degree from the University of Portland. Ms. Enand brings to the NW Holdings Board entrepreneurial and executive expertise from her more than a decade of experience founding and leading Zapproved, as well as substantial technological background from years of working in the technology industry. Ms. Enand’s current and previous professional and management experiences in technology, business development, sales, and marketing, allow Ms. Enand to provide oversight of, and contribute important insights on, the Company’s strategy and strategic direction, business development, growth and expansion activities, mergers and acquisitions, business diversification, change management, cyber and information security, finance, compliance, human capital management, marketing and sales, customer experience and support, and decarbonization, sustainability and climate change, which strengthens the Board’s collective knowledge, capabilities and experience.

  34. (For a term ending in 2027)

    | | Hon. Dave McCurdy Former President and Chief Executive Officer, American Gas Association, Kamas, Utah Age: 75 Director since: 2020 Board Committees: Finance and Organization and Executive Compensation |

  35. (For a term ending in 2027)

    Hon. McCurdy served as President and Chief Executive Officer of the American Gas Association (AGA) from February 2011 to March 2019, representing over 200 natural gas energy and pipeline utilities. From 2007 to January 2011, Hon. McCurdy served as President and Chief Executive Officer of the Alliance of Automobile Manufacturers, an organization of the thirteen largest global auto manufacturers. From 1999 to 2006, Hon. McCurdy served as President and Chief Executive Officer of the Electronic Industries Alliance (EIA) crafting domestic and international policies for EIA’s nearly 1,300-member companies. In 2001, he co-founded the Internet Security Alliance between EIA and the Software Engineering Institute of Carnegie Mellon University. From 1995 to 1999, Hon. McCurdy was the President and Chief Executive Officer of the McCurdy Group, a business consulting and investment practice, serving as a strategic advisor for health care, defense manufacturing and other sectors. Hon. McCurdy served seven terms as a United States Congressman in the United States House of Representatives for the 4th District of Oklahoma from 1981 to 1995. Hon. McCurdy’s distinguished career in Congress included attaining numerous leadership positions, such as Chair of the House Intelligence Committee and Chair of the subcommittees of the Armed Services Committee and the House Committee on Science, Space, and Technology. Hon. McCurdy also practiced law both as an Assistant Attorney General for the State of Oklahoma and in private practice from 1975 to 1980. Hon. McCurdy is a 1972 graduate of the University of Oklahoma and received his Juris Doctorate in 1975 from Oklahoma Law School. As a Rotary International Graduate Fellow, he studied international economics at the University of Edinburgh. He also held a commission in the United States Air Force Reserve, attaining the rank of major and serving as a judge advocate general. Hon. McCurdy received the 2017 Business-Government Relations Award from the Bryce Harlow Foundation for honesty, integrity, and strategic leadership. Hon. McCurdy is a member of the Board of NW Natural and previously served on the Board of Directors of LMI, a private defense consulting company headquartered in McLean, Virginia from 2011 until its sale in 2022, where he served as a member of its Audit and Finance Committees. Hon. McCurdy currently serves on the Board of Directors of NobleReach Foundation, where he is Chair of the Audit Committee. He also serves as an industry expert on the TSA Surface Transportation Security Advisory Committee and on the subcommittee for cybersecurity. Hon. McCurdy brings to the NW Holdings Board extensive experience in governmental and public affairs as well as a comprehensive understanding of the natural gas industry. As the former President and Chief Executive Officer of the AGA, Hon. McCurdy is well positioned to advise management on strategic direction, utility operations, natural gas distribution, pipeline, storage and other energy and regulatory matters, renewable energy, and decarbonization, sustainability and climate change. In addition, his extensive experience in government, including as a seven-term United States Congressman, and as a leader of several industry organizations, including the AGA, the Alliance of Automobile Manufacturers and the EIA, enables him to provide important insights on government relations and policy development at the federal, state and local level. His breadth of leadership experience across industries positions him to provide valuable guidance to the Board on a wide variety of matters affecting NW Holdings, including, but not limited to: business development, diversification and growth, expansion and strategic direction, change management, customer service and support, risk oversight and cybersecurity matters, all of which strengthen the Board’s collective knowledge, capabilities and experience.

  36. (For a term ending in 2027)

    | | Malia H. Wasson Chair of the Board, NW Holdings and NW Natural, Portland, Oregon Chief Executive Officer, Sand Creek Advisors LLC, Portland, Oregon Age: 66 Director since: 2014 Board Committees: Audit, Governance, and Organization and Executive Compensation |

  37. (For a term ending in 2027)

    Since March 2015, Ms. Wasson has been the Chief Executive Officer of Sand Creek Advisors LLC, which provides business consulting to chief executive officers of public and private companies. Previously, Ms. Wasson was an Executive Vice President of Commercial Banking at U.S. Bank, N.A., and served as President of U.S. Bank’s Oregon and Southwest Washington operations from 2005 to 2015. She also led the U.S. Bank, N.A. Advisory Board in Portland, Oregon. Ms. Wasson is a 33-year veteran of the banking industry. Prior to joining U.S. Bank in 1989, she held various commercial lending positions with the former Oregon Bank and Security Pacific Bank of Oregon. Ms. Wasson was elected as Chair of the Boards of NW Holdings and NW Natural in August 2021. Ms. Wasson currently serves on the Board of Directors of Columbia Sportswear Company (Nasdaq: COLM), where she is Chair of the Audit Committee. Ms. Wasson formerly served on the boards of Oregon Health & Science University Foundation, Inc., OHSU Knight Cancer Institute, Portland Business Alliance, Greater Portland Inc., Portland Mall Management, Inc., SOLVE Founders’ Circle and the American Red Cross-Oregon Trail Chapter and was past Chair of the Oregon Business Plan and the Oregon Business Council. She also serves as a Senior Fellow at American Leadership Forum. Ms. Wasson holds a Bachelor of Science and Commerce degree in finance from Santa Clara University. Ms. Wasson brings to the NW Holdings Board extensive experience in commercial banking, finance and accounting and remarkable local and regional experience. Ms. Wasson’s management and leadership roles in the banking industry as well as her strong community presence position her to provide insight and advice to the Board on a wide range of financial, accounting, commercial and local and regional strategic matters, including, but not limited to, regulated industry, mergers and acquisitions, consumer and commercial businesses, public and government policy and relations, human capital management and diversity, media relations, marketing, change management and compliance. In addition, Ms. Wasson’s service as Chair of the Audit Committee of Columbia Sportswear and prior service as Chair of the Audit Committee of NW Natural and NW Holdings highlights her substantial experience in finance and accounting matters and positions Ms. Wasson to provide important guidance to the Board on matters of accounting, finance, risk oversight, business strategy and development, and corporate governance. Ms. Wasson’s extensive knowledge and experience of finance, accounting, commercial banking and regulation, and her strong community ties, strengthen the Board’s collective knowledge, capabilities and experience.

  38. CORPORATE GOVERNANCE STANDARDS

    | • | Governance Committee recommendations regarding director compensation. Directors who are also employees of NW Holdings or NW Natural receive no additional compensation for their service as directors. |

  39. Elements and Objectives of our Executive Compensation Program for 2024

    | | Compensation Element | Objective(s) | Key Features | | FIXED | Base Salaries | • Competitive compensation foundation • Recognize leadership responsibilities and position value | • Generally targeted at median of applicable market data with adjustments for experience, relative position, skill marketability, retention concerns, and performance | | AT-RISK | Executive Annual Incentive Plan | • Drive achievement of annual performance goals, recognizing that annual goals are essential to long-term performance | • Formula weighted: • 70% Company Performance Factor (71.43% Net Income and 28.57% Operations) • 30% Priority/Individual Goals (including a ROIC component) | | | Long-Term Incentive Awards | • Drive key long-term business results that align with shareholder value over the long term • Align executives’ interests with shareholders’ interests • Reward executives for driving long-term performance • Encourage executive stock ownership | • Target allocation of 35% restricted stock units with performance threshold and 65% 3-year performance share awards • Formula for performance share awards is based on achieving ROIC threshold, 3-Year Cumulative EPS, and a +/- 25% modifier based on Relative Total Shareholder Return (TSR) • RSUs vest over 4 years, if ROE performance threshold is met • Double-trigger change-in-control vesting • 100% of long-term equity awards contingent on financial performance | | BENEFITS | Executive Health, Welfare and Retirement Benefits | • Provide executives reasonable and competitive benefits commensurate with those provided to non-union employees • Encourage savings for retirement • Allow for attraction and retention of experienced mid-career hires • Mitigate the impact of limits on qualified plan benefits imposed by the Internal Revenue Code | • 401(k) Plan and non-qualified deferred compensation plans allow for certain matching contributions on deferrals • For executive officers employed prior to 2007, qualified and, for those officers appointed prior to 2019, supplemental non-qualified pension benefits • Executive officers hired after 2006 are eligible for supplemental contributions to 401(k) Plan and non-qualified deferred compensation plan accounts | | SEVERANCE | Change-In-Control Arrangements | • Ensure attention and dedication to performance without distraction in the circumstance of a potential change in control • Enables executives to maintain objectivity with respect to merger or acquisition offers | • Double trigger change-in-control severance agreements without any tax gross up |

  40. Target Total Direct Compensation by Type1, 2

    | (1) Value of each RSU and Performance Share based on a grant value of $38.20, which was the price per share assumed by the OECC when making the grants. |

  41. Target Total Direct Compensation by Type1, 2

    | (2) Amounts in “All Other NEOs” chart for Chief Financial Officer include a blend of each of annualized salary, performance share awards, RSUs and EAIP target for Messrs. Kaszuba and Wilson based on the portion of the year that each served as CFO. Amounts do not include one-time attraction or retention payments to Mr. Kaszuba or Mr. Wilson. |

  42. Maximum Total Direct Compensation by Type(1)(2)

    | (1) Value of each RSU and Performance Share based on a grant value of $38.20, which was the price per share assumed by the OECC when making the grants. |

  43. Maximum Total Direct Compensation by Type(1)(2)

    | (2) Amounts in “All Other NEOs” chart for Chief Financial Officer include a blend of each of annualized salary, performance share awards, RSUs and EAIP target for Messrs. Kaszuba and Wilson based on the portion of the year that each served as CFO. Amounts do not include one-time attraction or retention payments to Mr. Kaszuba or Mr. Wilson. |

  44. Pay for Performance Alignment

    Pay for Performance Alignment The OECC strives to align executive compensation with long-term shareholder value. In reviewing the totality of the circumstances for the short- and long-term award periods ending December 31, 2024, the OECC determined that the Company’s compensation programs and payments align NEOs with shareholders and appropriately drive long-term shareholder value, particularly given the challenging circumstances in which the Company was operating. 2024 Annual Incentive Performance Specifically, the OECC considered the following financial performance metrics and advancement of key strategic and growth initiatives in 2024 when making decisions regarding the Executive Annual Incentive Program (EAIP):

  45. Pay for Performance Alignment

    These annual accomplishments, taken together, were reflected in payouts to the NEOs averaging 126.40% of target out of a possible 175% payout under the EAIP, due to achievement of 122.87% out of a possible 175% of the Net Income Factor, achievement of 92.73% out of a possible 175% of the Operations Factor, and an average achievement of 154.14% out of a possible 175% on the Priority/Individual Performance Factor for NEOs. The Priority/Individual Performance Factor ratings reflect achievement of significant stretch goals that are important to the Company’s business strategy under challenging circumstances, including the resolution of NW Natural’s Oregon general rate case in 2024 and the impact of the updated rates that went into effect on November 1, 2024 on the Company’s financial position and outlook as of December 31, 2024. Long-Term Incentive Performance Long-term incentive targets for NEOs are generally allocated 35% of value to RSUs and 65% of value to performance share awards. RSUs Incentive RSUs are performance-based and do not vest unless NW Holdings’ adjusted return on common equity exceeds the average cost of long-term debt for the preceding five years. NW Holdings’ adjusted return on equity for 2024 was 6.77%, which was greater than NW Holdings’ average cost of long-term debt for the preceding five years, which was 4.54%, resulting in vesting of outstanding RSUs scheduled to vest in 2025 for 2024 performance. Performance Share Awards Performance Share Awards are performance-based and are not paid unless a return on invested capital (ROIC) threshold is met. Awards are based on achievement of a three-year cumulative earnings per share (EPS) target as modified by the Company’s three-year total shareholder return (TSR) relative to a peer group. The three-year average adjusted ROIC for the 2022-2024 performance share cycle was 5.70%, resulting in achievement of the performance threshold. Cumulative adjusted EPS for the three-year cycle was $7.46 resulting in a 95.47% payout factor. However, the relative TSR modifier reflecting lower than targeted relative TSR performance over the three-year cycle operated to reduce this award factor by 25% to 71.60% of target. There are multiple factors contributing to the three-year TSR results from 2022-2024. On a macro level, market volatility amid a historically fast rising interest rate environment put pressure on utility stocks and small cap stocks generally underperformed. Electric utilities benefited from the prospective demand growth from artificial intelligence data centers. These macro trends, coupled with the sector and region within which we operate, resulted in a lower-than-expected three-year TSR relative to the Company’s LTIP peer group, despite strong operational performance, net income, three-year EPS and dividend distributions. The OECC considered these factors relative to the Company’s 3-year TSR, and considered whether to exercise discretion to adjust the TSR modifier. The OECC declined to make such an adjustment and instead determined that the compensation awarded aligns pay for performance by recognizing a below target three-year TSR and holding executives accountable by reducing long-term incentive payments earned by 25%. The OECC determined that the reduced performance share awards appropriately rewarded significant accomplishments, performance results, and

  46. Average of All Other Named Executive Officers(1)(2)(3)

    | applicable year; and (4) the target value of RSUs with performance threshold awarded in the particular year. The amounts reflected as target total direct compensation in this table do not include the following amounts for the year indicated: (a) the aggregate change in the actuarial present value of the NEOs’ accumulated benefits under all defined benefit pension plans or pension service costs; (b) above-market interest credited to the non-qualified deferred compensation plan accounts of the NEOs, if any; (c) employer matching contributions to qualified defined contribution plan; (d) matching contributions under non-qualified deferred compensation plans, if any; and (e) any additional payments or de minimis amounts. |

  47. Average of All Other Named Executive Officers(1)(2)(3)

    | (3) For each year, represents the average compensation of persons who were NEOs, other than the CEO, for that year. For 2023, average of total target direct compensation reflects a blended amount for Frank Burkhartsmeyer’s and Mr. Wilson’s salary, EAIP, performance shares and RSUs for the portion of the year that they served as Chief Financial Officer. For 2023, average realized pay reflects a blended amount for Messrs. Burkhartsmeyer’s and Wilson’s salary and RSUs for the portion of the year that they served as Chief Financial Officer, and Mr. Wilson’s EAIP and performance shares, as Mr. Burkhartsmeyer was not eligible for an EAIP or performance share payout. Mr. Burkhartsmeyer served as Executive Vice President, Strategy and Business Development and Chief Financial Officer until July 28, 2023. For 2024, the averages of both total target direct compensation and average realized pay reflect a blended amount for Messrs. Kaszuba’s and Wilson’s salary and EAIP for that portion of the year they were CFO. |

  48. Executive Compensation Roles and Responsibilities

    | • | periodically reviews performance of its expert executive compensation consultant and considers compensation consultant selection process approximately every five years; and |

  49. Executive Compensation Roles and Responsibilities

    | • | the design and operation of the executive incentive plans; |

  50. Executive Compensation Roles and Responsibilities

    | • | policies for allocating between long-term, short-term and currently paid compensation; |

  51. Executive Compensation Roles and Responsibilities

    | • | policies for allocating between cash and equity compensation, and among the different forms of equity compensation; and |

  52. Executive Compensation Roles and Responsibilities

    | • | the basis for allocating to each of the two primary types of long-term compensation award opportunities. |

  53. OECC Compensation Philosophy and Practices

    | • | pay for the desired results by appropriately balancing short- and long-term incentive measures; |

  54. How Compensation Decisions Are Made

    | • | the retention value of long-term incentives before vesting; |

  55. How Compensation Decisions Are Made

    | • | the value of long-term incentives needed to ensure that executives are focused on absolute share price appreciation over the long-term; |

  56. How Compensation Decisions Are Made

    The program contains several variable components that allow compensation to exceed targeted competitive pay levels when the performance expectations of the OECC are exceeded, and pay less than targeted competitive compensation when performance results do not meet those expectations. We are likely to attract candidates for most of our executive positions from the energy and utilities industries, specifically from gas, electric, water or combination utility companies in the United States. At times general industry market information may also be considered for certain executive positions that can be found in any industry. In preparing their competitive market assessment each year, the Consultant evaluates the appropriate survey data comparisons. For 2024, the Consultant recommended, and the OECC approved, a peer group of 18 gas, electric, water and combination utilities (identified in Exhibit A), and the Consultant provided compensation data from the most recent proxy statements of these peer companies. For 2024, the Consultant also presented a blend of two sets of survey data, for companies identified in Exhibit B, from the Willis Towers Watson (WTW), Energy Services Executive Compensation Database, 2023, and the WTW, General Industry Executive Compensation Database, 2023 for companies identified in Exhibit C. Survey data is formulated based on functional responsibilities of each NEO’s position. The Consultant also used the American Gas Association Compensation Survey, 2023 as a reference (identified in Exhibit D). The Consultant selects the most appropriate market comparisons for each executive position and synthesizes that data to provide to the OECC for its review. At that time, the Consultant provides recommendations as to levels for each compensation component for each relevant position, including circumstances when other data, or adjustments to presented data, may be a more appropriate guide.

  57. Overview of CEO Compensation

    | | | Market Data(1) | | | Compensation Component | Target Amount | Median of Relevant Market Data | Percent Target is Above or (Below) Market Data | | Salary | $870,000 | $850,000 | 2% | | Total Cash Compensation | 1,653,000 | 1,700,000 | (3)% | | Expected Value of Long-Term Incentives | 1,600,007 | 1,853,000 | (14)% | | Total Compensation | 3,253,007 | 3,553,000 | (8)% |

  58. Base Salaries

    As part of its annual salary review in February 2024, the OECC considered applicable market data for each NEO’s functional position and areas of responsibility and applied an adjustment to Ms. Saathoff’s position comparator to reflect additional responsibilities of rates, regulatory affairs and security and facilities; and an adjustment to Ms. Rush’s position comparator to reflect additional responsibilities for integrated resource planning and serving as the public face of the gas company. The OECC set base salaries for all NEOs after application of these adjustments and consideration of applicable median market information and other relevant factors, including each NEO’s areas of responsibility, professional experience and tenure, and with respect to Mr. Palfreyman, his role in the Board’s CEO succession plan. In recognition of Mr. Wilson stepping in on an interim basis as CFO, the OECC also provided an additional $100,000 to his annual salary for his Vice President, Treasurer, Controller and Chief Accounting Officer role during his tenure as CFO. Effective August 31, 2024, the Board appointed Mr. Kaszuba as Senior Vice President and Chief Financial Officer and the OECC approved his salary at such time. In determining Mr. Kaszuba’s salary, an adjustment was applied reflecting his additional responsibilities for the project management office and purchasing. At the same time, the OECC adjusted Mr. Wilson’s salary upon the conclusion of his service as Interim Chief Financial Officer. The following discussion and analysis contains statements regarding individual and corporate performance measures, targets and goals. These measures, targets and goals are used for purposes of executive incentive compensation programs, and in some cases incentive compensation programs that are available to other employees in our businesses. These measures, targets and goals are disclosed in the limited context of our compensation programs and should not be understood to be statements of management’s representations of NW Holdings’ or NW Natural’s financial performance for the periods covered. The results reported with respect to these incentive compensation programs are used specifically for executive incentive compensation programs, and NW Holdings and NW Natural caution investors not to apply these statements to other contexts. Furthermore, these prior results are not intended to be and are not indicative of either NW Holdings’ or NW Natural’s future financial performance.

  59. Executive Annual Incentive Plan

    Executive Annual Incentive Plan The EAIP ties executive pay to achievement of annual financial, operating and individual performance goals. 3 Participation in the EAIP, as of December 31, 2024, was limited to 13 participants, including the NEOs. Awards approved by the OECC are paid by March 15 of the following year, and are subject to “clawback” under the Company’s Compensation Recovery Policy. Target and actual awards in dollars, for 2024 incentive awards paid in 2025, are set forth in the table below and illustrated in the bar chart immediately following the table for NEOs.

  60. Executive Annual Incentive Plan

    | Named Executive Officer | Target Award % of Base Salary 1 | Target Award Amount 1 | Actual Award as % of Target Award | Actual Award Amount | | David H. Anderson | 90% | $783,000 | 130% | $1,016,000 | | Justin B. Palfreyman | 70% | 437,500 | 131% | 572,000 | | Raymond J. Kaszuba III 2 | 60% | 105,872 | 124% | 131,000 | | Brody J. Wilson | 35% | 116,200 | 123% | 143,000 | | MardiLyn Saathoff | 50% | 234,000 | 124% | 291,000 | | Kimberly H. Rush | 50% | 237,500 | 127% | 301,000 |

  61. Executive Annual Incentive Plan

    | (1) Maximum award amount is 175% of target award amount. |

  62. Executive Annual Incentive Plan

    | (2) Mr. Kaszuba’s award was pro-rated to reflect his hire date of August 31, 2024. Had Mr. Kaszuba been employed for the full year, his actual EAIP award would have been $389,000. Mr. Kaszuba’s actual award as a percentage of target award reflects his pro-rated target award for the potion of the year that he served as CFO. |

  63. Executive Annual Incentive Plan

    | (1) Maximum, target and actual average 2024 awards were calculated using an averaged amount for Messrs. Kaszuba and Wilson for the portion of the year they were CFO. |

  64. Executive Annual Incentive Plan

    The OECC considered each NEO’s functional position and areas of responsibility and applied the same adjustments to Messrs. Kaszuba and Wilson’s and Mses. Saathoff and Rush’s positions for target total cash compensation that were applied for purposes of base salary. The OECC set target total cash compensation after application of these adjustments and consideration of applicable median market information and other relevant factors, including each NEO’s areas of responsibility, professional experience and tenure, and with respect to Mr. Palfreyman, his role in the Board’s CEO succession plan. The OECC gives considerable attention to what performance measures are appropriate for the EAIP. The OECC has authority to authorize adjustments to performance measure calculations to take into account unanticipated circumstances or significant, non-recurring or unplanned impacts as the OECC determines is appropriate. The OECC retains this authority as a compensation plan risk mitigation strategy to avoid circumstances where EAIP goals could incent executive actions that would not be aligned with the best interests

  65. Executive Annual Incentive Plan

    | 3 | The financial goals and performance measures in our compensation plans are tied to the top-level consolidated enterprise, NW Holdings, the ultimate parent, and publicly traded, company. In recognition that NW Natural is currently NW Holdings’ largest operating subsidiary, contributing the majority of NW Holdings’ financial results, certain operational metrics in our compensation plans are tied to NW Natural’s operational performance. |

  66. Executive Annual Incentive Plan

    of our businesses or shareholders long-term, particularly during challenging times. As an additional safeguard to this ability to make adjustments to performance measure calculations, the OECC has authority to recommend an award increase up to a maximum of 175% of the target when goals are exceeded or to reduce an executive’s performance-based award when goals are not achieved. The OECC exercised its authority in 2024 by adjusting net income upward by $11.8 million. The adjustment reflects the exclusion of a $10.1 million charge, after-tax, due to the disallowance of undepreciated line extension costs ordered in NW Natural’s 2024 Oregon general rate case. As previously disclosed, as part of the resolution of NW Natural’s Oregon general rate case, the Oregon Public Utility Commission (OPUC) ordered a negative adjustment to rate base of $13.7 million of undepreciated line extension costs, which resulted in a non-cash, pre-tax charge of approximately $13.7 million ($10.1 million after-tax) in the fourth quarter of 2024. The OECC believes that management should be held harmless for this unanticipated one-time non-cash charge, which was not within the control of management. The adjustment also reflects the OECC’s exclusion of $1.7 million of transaction expenses (after-tax) associated with the Company’s acquisition of SiEnergy, in recognition of the one-time, non-recurring nature of these expenses, which were not contemplated in the Company’s performance goals. The formula for the EAIP total incentive award is as follows: The OECC sets the Net Income and Operations Factor goals, ranges and targets each year taking into account the current economic and regulatory environment, management’s annual objectives, and the way in which those annual objectives fit within the larger strategic and growth goals for our businesses. Given the factors considered by the OECC, and the importance of retaining executive focus during challenging times, the ranges and targets may be higher or lower than in prior years. Net Income Factor . The Net Income Factor is used to align executives’ interests with shareholders’ interests and in recognition of the importance earnings have in influencing our future stock price. Actual adjusted net income results are interpolated to determine the corresponding performance factor, up to a maximum of 175%. For 2024, Net Income Factor levels were:

  67. Executive Annual Incentive Plan

    | Minimum (50%) | Target (100%) | Maximum (175%) | | $79,863,041 | $88,736,712 | $94,948,282 or Greater |

  68. Executive Annual Incentive Plan

    | Amounts less than $79,863,041 result in a 0% payout factor. |

  69. Executive Annual Incentive Plan

    NW Holdings net income for 2024, as adjusted, was $90,631,155, resulting in a Net Income Factor equal to 122.87%. Operations Factor . NW Natural operating goals of significant importance to public and employee safety as well as the enhancement of our overall profitability and productivity were selected by the OECC to comprise the Operations Factor. These operating goals are chosen because they are substantially aligned with the incentive programs for all non-bargaining unit NW Natural employees. While each goal can contribute a goal rating between 0 and 200% multiplied by the assigned goal weight based on actual results, the aggregate of the Operations Factor is limited to a maximum of 175%. Actual results are interpolated to determine the performance factor for each goal. The Operations Factor was determined using the following formula:

  70. Executive Annual Incentive Plan

    | Sum of | | Goal Performance x Goal Weight | | for each of Six Key Goals = Operations Factor |

  71. Executive Annual Incentive Plan

    A summary of the operating goals for 2024, the weighting of each goal to the overall factor, and the 2024 goal performance rating achieved is set forth in the following table:

  72. Executive Annual Incentive Plan

    | Key Goals | Goal Description | Goal Performance Range (0%-200%) | Target (100%) Performance | Goal Weight in Operations Factor | 2024 Goal Rating Achieved | | Customer Satisfaction— Overall | Customer ratings of 9-10 for overall customer service | 75.00% – 83.00% | 79.00% | 16.667% | 63.75% | | Customer Satisfaction— Staff Interaction | Customer contact ratings of 9-10 for customer service representative or service technician interactions | 86.00% – 94.00% | 90.00% | 16.667% | 95.25% | | Market Growth | Total new meter sets | 7,076 – 8,741 | 8,325 | 16.667% | 88.71% | | Public Safety— Damages | Percentage of damage calls with response times of less than 45 minutes | 76.50% – 94.50% | 90.00% | 16.667% | 112.22% | | Public Safety— Odor Response | Percent of odor calls with response times of less than 45 minutes | 71.19% – 87.94% | 83.75% | 16.667% | 196.42% | | Employee Safety (Each factor weighted 50%) | DART Rate—Days Away Restricted Time | 2.33 – 1.65 | 1.70 | | | | This factor will be 0 in the event of an on the job fatality due to a preventable safety incident. | PMVC—Number of Preventable Motor Vehicle Collisions | 36 – 26 | 29 | 16.667% | —% |

  73. Executive Annual Incentive Plan

    Lower than targeted market share was largely due to higher interest rates resulting in declining single-family home permits and home sales. Lower customer satisfaction numbers were driven by staffing shortages in our call center coupled with an unusually cold winter 2024 and bill impacts of our most recent rate cases, resulting in higher customer bills and longer call wait times. Employee safety results trended lower in the first half of the year, with an unprecedented ice storm in January 2024 contributing to our overall results. Despite improvement in the second half of the year, we narrowly missed our goal performance range for our safety metrics in 2024. Combined, our operating performance in 2024 resulted in an Operations Factor of 92.73%. Priority/Individual Performance Factor. Thirty percent of each NEO’s annual incentive target award is based on the Priority/Individual Performance Factor determined by individual performance goals, which include some significant “stretch” goals. In the case of the CEO, individual goals are determined by the OECC in consultation with the CEO. Whether the CEO has attained his goals is determined largely based on the OECC’s assessment, with input from the full Board, of the CEO’s performance. The other NEOs’ individual performance goals align with the CEO’s goals and support our strategic plans. The 2024 priority goals from which executives derive their Individual Performance Factors included, among other goals:

  74. Executive Annual Incentive Plan

    | • | achievement of EPS, ROIC, operations and maintenance (O&M) expense, credit ratings, capital expenditures, and operations, safety, customer growth and experience, decarbonization and human capital and community goals; |

  75. Executive Annual Incentive Plan

    | • | successful execution of our strategic plan across NW Holdings and its subsidiaries; |

  76. Executive Annual Incentive Plan

    | • | achievement of constructive regulatory objectives, including execution of NW Natural’s Oregon rate case filed in December 2023 and preparation of NW Natural’s December 2024 Oregon rate case; |

  77. Executive Annual Incentive Plan

    | • | successfully negotiate and execute collective bargaining agreement with OPEIU Local No. 11 AFL-CIO, which represents nearly one half of NW Natural employees; |

  78. Executive Annual Incentive Plan

    | • | execute on our water sector growth objectives, effectively grow and enhance operations of water companies and execute long-term operational, safety, environmental, technology, regulatory and other business strategies for our water platform; |

  79. Executive Annual Incentive Plan

    | • | grow and execute strategies related to NW Holdings’ unregulated RNG business, NW Natural Renewables; |

  80. Executive Annual Incentive Plan

    | • | enhance public safety and customer reliability by completing specified distribution system and storage projects, implement damage prevention improvements, and continue to execute on pipeline safety and resilience strategy to support our communities; |

  81. Executive Annual Incentive Plan

    | • | continued improvement of customer service, experience and field strategies; |

  82. Executive Annual Incentive Plan

    | • | continued customer and community engagement and philanthropic outreach; |

  83. Executive Annual Incentive Plan

    | • | continued improvement of facilities, and system capacity and reliability; |

  84. Executive Annual Incentive Plan

    | • | sustained strong employee engagement, and strong and effective succession planning and employee and supplier programs to promote access and inclusion; |

  85. Executive Annual Incentive Plan

    | • | continued advancement of employee safety programs at NW Natural and water utilities; |

  86. Executive Annual Incentive Plan

    | • | effectively advance management, remediation of, and recovery of costs related to certain NW Natural environmental sites; |

  87. Executive Annual Incentive Plan

    | • | successfully manage real property assets, advance emergency response and business continuity programs and execute actions to enhance physical security; |

  88. Executive Annual Incentive Plan

    | • | advancement of key information technology initiatives, including the support of NW Natural’s meter modernization priorities and cyber and information security initiatives; |

  89. Executive Annual Incentive Plan

    | • | execute our strategy for compliance with greenhouse gas regulatory programs, including the Climate Commitment Act (CCA) in Washington; |

  90. Executive Annual Incentive Plan

    | • | implementation of enhancements to disclosures and communications to convey community, sustainability and integrity initiatives to stakeholders; |

  91. Executive Annual Incentive Plan

    | • | execute and communicate the Company’s strategy and its belief of the importance of the role of natural gas in a lower-carbon future; |

  92. Executive Annual Incentive Plan

    | • | advancement of our 2035 carbon savings objectives and decarbonization initiatives, including customer energy efficiency, continued adoption of NW Natural’s voluntary Smart Energy carbon offset program, upstream methane reduction measures, and seeking to incorporate renewable natural gas (RNG) and hydrogen into our gas supply; and |

  93. Executive Annual Incentive Plan

    | • | execute on NW Natural’s RNG strategy, including procurement and investment opportunities, and continue to assess a broader set of decarbonization resources including hydrogen and other pilot projects. |

  94. Executive Annual Incentive Plan

    In addition to the above shared executive officer goals, Mr. Anderson identified 2024 CEO performance goals which included continued effective leadership, including strengthening of alignment, development, and succession planning activities of the executive management team, advancing strategy formulation and execution at NW Holdings and its subsidiaries, achieving additional financial performance goals and operations and safety outcomes, and advancing NW Natural’s regulatory and other stakeholder engagement. The CEO evaluated the 2024 individual performance of each NEO on a scale from 0 to 175%, based on priority/strategic goals specifically identified for each NEO. A rating of 100% indicates goals, including a particular “stretch” goal, were met, while ratings between 100 and 175% indicate extraordinary performance or achievement of multiple “stretch” goals. The OECC, with input from the full Board, uses this same method of assessment to establish the year-end performance rating for the CEO. The OECC reviewed Mr. Anderson’s performance during the year, noting particularly strong performance with respect to his goals related to leadership and regulation, and above target performance with regard to strategy formulation and execution, operations and safety, and stakeholder relations goals. The OECC noted the Company’s disappointing annual TSR performance along with other more positive performance metrics and assigned Mr. Anderson a rating below target for that set of goals. The OECC calculated Mr. Anderson’s overall rating at 165.56% for Mr. Anderson’s individual performance. Performance ratings of the other NEOs ranged from 143.00% to 169.10% reflecting strong performance on individual goals in a challenging environment. Together with the Net Income Factor of 122.87% and Operations Factor of 92.73%, the priority/individual performance of the NEOs resulted in an overall average payout under the EAIP of 126.40% out of a possible 175% of target.

  95. Long-Term Incentives

    Long-Term Incentives The OECC considered the financial performance and alignment of NEO interests with shareholders when making decisions regarding long-term incentives. Specifically, the OECC noted:

  96. Long-Term Incentives

    | • | Long-term incentives are delivered in Company stock to further align this component of compensation with shareholder interests, with the value of awards tracking Company stock value, and long-term incentives comprising up to 54% of total direct compensation for the CEO and up to an average of 42% of total direct compensation for other NEOs. |

  97. Long-Term Incentives

    | • | NEOs are required to maintain significant Company share ownership as set forth in the Corporate Governance Standards. As of December 31, 2024, the CEO held Company stock valued at more than 8x his annual salary, exceeding the 5x ownership target set forth in the Company’s Corporate Governance Standards. The other NEOs have either met or are within the time period to attain the ownership targets set forth in the Company’s Corporate Governance Standards, which at December 31, 2024 were 4x annual salary for Mr. Palfreyman, 3x annual salary for Ms. Rush, and 2x annual salary for Ms. Saathoff and Mr. Kaszuba, and 1x annual salary for Mr. Wilson. |

  98. Long-Term Incentives

    | • | The OECC’s desire to drive management’s accomplishment of a range of significant longer-term initiatives important to the long-term success of NW Holdings’ business. |

  99. Long-Term Incentives

    | • | The importance of leadership stability and retaining an experienced, engaged and focused executive team, particularly during times of preparations for significant leadership transition, as well as within the context of significant talent competition. |

  100. Long-Term Incentives

    In 2024, the long-term incentive portion of our executive compensation program consisted of two components: RSUs with performance threshold and performance shares. For purposes of valuing awards, we define the expected value of each RSU and share of performance share awards as the estimated market price of NW Holdings common stock near the grant date. The OECC targeted an allocation of the expected value of long-term incentives for 2024 at approximately 35% RSUs with a performance threshold and 65% performance share awards. The OECC believes the allocation between RSUs with a performance threshold and performance shares provides a balanced performance focus for executives. The targeted value of long-term incentives granted to the NEOs in 2024 were informed by the same considerations as all other components of compensation, and are displayed in the below table.

  101. Long-Term Incentives

    | | | RSUs with Performance Threshold | | Performance Shares | | | Name | Targeted Value of Long-Term Incentives (LTI) | Percent of Total Targeted LTI Value | Number of RSUs with Performance Threshold Granted | Percent of Total Targeted LTI Value | Target Number of Performance Shares | | David H. Anderson | $1,600,007 | 35% | 14,660 | 65% | 27,225 | | Justin B. Palfreyman | 749,942 | 35% | 6,872 | 65% | 12,760 | | Raymond J. Kaszuba III 1 | N/A | N/A | N/A | N/A | N/A | | Brody J. Wilson | 125,029 | 35% | 1,148 | 65% | 2,125 | | MardiLyn Saathoff | 500,191 | 35% | 4,584 | 65% | 8,510 | | Kimberly H. Rush | 400,069 | 35% | 3,668 | 65% | 6,805 |

  102. Long-Term Incentives

    | (1) At the time of Mr. Kaszuba’s appointment effective August 31, 2024, the OECC approved an agreement to deliver a long-term incentive opportunity targeted at $550,000 in the form of performance-based RSUs and performance share awards under the NW Holdings Long Term Incentive Plan at the Boards’ February 2025 meeting. |

  103. Long-Term Incentives

    Performance Shares. The first component of our executives’ long-term compensation program is provided through performance shares under our LTIP. All of the NEOs participated in the performance share program in 2024, with the exception of Mr. Kaszuba due to the mid-year nature of his appointment. The agreement for performance shares “claws back” inflated payouts pursuant to NW Holdings’ Compensation Recovery Policy. Performance share awards are determined by multiplying the targeted performance share award by a Performance Share Factor. For the 2024-2026 performance cycle (and 2023-2025 and 2022-2024 performance cycles), Performance Share awards are determined as follows: ROIC Performance Threshold . A three-year average ROIC threshold was established to focus executives on long-term return on invested capital, given the amount of capital that is deployed in utility operations. ROIC for each year in the performance period is defined as (i) NW Holdings’ net income for the year before interest income and expense divided by (ii) NW Holdings’ adjusted average long-term capital consisting of the average of NW Holdings’ opening and closing shareholders’ equity plus long-term debt for the year. The average ROIC is then the average of the adjusted ROICs achieved in each of the three years of the performance cycle. In order for performance share awards to be paid, the ROIC threshold must be satisfied. For performance share awards made in 2024, the threshold is 4.26%. For performance share awards made in 2023, the threshold is 4.21%. For performance share awards made in 2022, the threshold is 4.14%. The Performance Share Factor is determined by the following formula once the ROIC threshold is met:

  104. Long-Term Incentives

    | | | 3-Year Cumulative EPS Factor x 100% | x | Relative 3-Year TSR Modifier +/- 25% | | = | Performance Share Factor |

  105. Long-Term Incentives

    3-Year Cumulative EPS Component . Three-Year Cumulative EPS was chosen to align executives’ interests with shareholder interests and to drive a focus on earnings over the three-year period. For this purpose, EPS is defined as NW Holdings’ diluted earnings per share. Performance is based on an EPS achievement percentage calculated by dividing NW Holdings’ cumulative EPS over the three-year performance period by the sum of the EPS targets set by the OECC during each of the three years in the performance period. The OECC determined to set EPS targets on an annual basis in February of each year of the cycle to take into consideration uncertain timing and investments in water businesses and other business expansion activities, and thereby better align the EPS component target with the OECC’s intentions. The EPS payout factor is based on cumulative EPS achievement percentage as follows:

  106. Long-Term Incentives

    | Cumulative EPS Achievement Percentage | EPS Payout Factor | | less than 93% | 0% | | 93% | 40% | | 100% | 100% | | 105% or more | 185% |

  107. Long-Term Incentives

    3-Year Relative Total Shareholder Return (TSR) Modifier . Relative TSR was chosen because it aligns executives’ interests with shareholders’, as this is the amount a shareholder might receive from ownership in NW Holdings. Relative TSR measures the change in share price, assuming dividends are reinvested over the three-year period, using the three-month average daily closing price immediately prior to the start of the performance period and prior to the end of the performance period. The Relative TSR peer group for the 2024-2026, 2023-2025 and 2022-2024 performance cycles consists of a designated peer group of natural gas local distribution companies and gas/electric utilities that continue to have publicly-traded common stock through December 31 of the final year of the 3-year performance cycle, excluding any peer company that is party to a signed acquisition agreement pursuant to which the stock or substantially all of the assets of the peer company will be acquired by a third party. The Relative TSR peer group for the 2024-2026, 2023-2025 and 2022-2024 performance cycles was selected by the OECC in consultation with the Consultant based on their comparable market capitalization, notable gas utility operations and strong trading correlations with NW Holdings and consists of the companies set forth on Exhibit E Relative TSR modifier levels are based on the percentile rank of our TSR as compared to the TSR peer group and are as follows:

  108. Long-Term Incentives

    | Relative TSR Percentile Rank | Relative TSR Modifier | | less than 25% | 75% | | 25% to 75% | 100% | | more than 75% | 125% |

  109. Long-Term Incentives

    For the same reasons the OECC retained discretion under the EAIP to adjust for certain extraordinary, non-recurring or unplanned impacts as the OECC determines is appropriate, the OECC designed the ROIC performance threshold and EPS component of the performance share awards to permit the OECC to approve adjustments to take into account unanticipated circumstances or significant non-recurring or unplanned events, including but not limited to adjustments to eliminate the impact of changes in accounting principles, gain or loss on the sale of a business, impairments, tax impacts or tax rate changes. 2022-2024 Performance Share Results . The Performance Share Factor for this period resulted in 71.60% of target, or 35.80% of a possible 200% total opportunity. Minimum, target, maximum and actual share awards for the 2022-2024 performance share awards are set forth in the table below.

  110. Long-Term Incentives

    | Named Executive Officer | Minimum Share Award | Target Share Award | Maximum Share Award | Actual Share Award 1 | | David H. Anderson | — | 19,635 | 39,270 | 14,059 | | Justin B. Palfreyman | — | 4,740 | 9,480 | 3,394 | | Raymond J. Kaszuba III | — | N/A | N/A | N/A | | Brody J. Wilson | — | 1,695 | 3,390 | 1,214 | | MardiLyn Saathoff | — | 5,415 | 10,830 | 3,877 | | Kimberly H. Rush | — | 5,415 | 10,830 | 3,877 |

  111. Long-Term Incentives

    | (1) Share award amounts do not include cash dividend amounts paid. For actual 2022-2024 award cash value, including cash dividend amounts, see the “Option Exercises and Stock Vested During 2024,” table, below. |

  112. Long-Term Incentives

    The value of the minimum, target and maximum awards as targeted by the OECC on the performance share award grant date along with the value of the performance share award at the end of the performance period is illustrated in the following bar chart:

  113. Long-Term Incentives

    | (*) | Target and maximum using a stock price of $48.00, which was the stock price assumed by the OECC on the date of grant, and actual award value using a stock price of $39.56, which was the closing price of NW Holdings common stock on December 31, 2024 (the last trading day of the performance period). |

  114. Long-Term Incentives

    | (1) Excludes Mr. Kaszuba who was not eligible for a performance share award. |

  115. Long-Term Incentives

    For the 2022-2024 performance share cycle, the OECC exercised the same adjustment authority under the performance share awards as with the EAIP. Namely, the OECC adjusted the EPS and ROIC components for 2024 to exclude a $10.1 million charge, after-tax, due to the disallowance of undepreciated line extension costs ordered in NW Natural’s 2024 Oregon general rate case and $1.7 million of transaction expenses (after-tax) associated with the Company’s acquisition of SiEnergy. As with the EAIP, the OECC determined that management should be held harmless for the regulatory disallowance of undepreciated line extension costs outside of management’s control, and for SiEnergy transaction expenses due to one-time, non-recurring nature of these expenses, which were not contemplated in the Company’s performance goals. Combined, these “Performance Share Adjustments” increased cumulative EPS by $0.30 and increased Average ROIC by 0.13%. ROIC Performance Threshold . For the 2022-2024 performance cycle, the three-year average ROIC threshold, which must be satisfied in order for the cycle to pay out, was set at 4.14%. The three-year average ROIC for the performance period was 5.70% after adjustments by the Performance Share Adjustments, on a non-GAAP basis, resulting in achievement of the ROIC performance threshold. 3-Year Cumulative EPS Component . For the 2022-2024 performance cycle, the cumulative EPS Payout Factor was determined based on the following:

  116. Long-Term Incentives

    | Minimum (40%) | Target (100%) | Maximum (185%) | | $6.97 | $7.50 | $7.88 |

  117. Long-Term Incentives

    | EPS results between any two data points are interpolated. Amounts less than $6.97 result in a 0% payout factor. |

  118. Long-Term Incentives

    3-Year Cumulative EPS for the 2022-2024 performance cycle was $7.16, and as adjusted by the Performance Share Adjustments, on a non-GAAP basis, was $7.46, resulting in a Cumulative EPS factor equal to 95.47%. 3-Year Relative Total Shareholder Return (TSR) Modifier . The Relative TSR peer group for the 2022-2024 performance cycle consisted of a designated peer group of eleven natural gas local distribution companies and gas/electric utilities that continued to have publicly-traded common stock through December 31, 2024. One of the original twelve peer companies approved by the OECC at the beginning of the 2022-2024 performance cycle was acquired in 2023 and as such, was not included in the Relative TSR peer group for purposes of calculating relative TSR results. For the 2022-2024 performance cycle, the Company achieved a -1.72% TSR over the three-year period, ranking in the lowest percentile of the designated peer group. Performance Share Awards are performance-based and are not paid unless a ROIC threshold is met. Awards are based on achievement of a three-year cumulative EPS target as modified by the Company’s three-year TSR relative to a peer group. The three-year average ROIC for the 2022-2024 performance share cycle was 5.70%, after adjustments by the Performance Share Adjustments, on a non-GAAP basis, resulting in achievement of the performance threshold. Cumulative EPS for the three-year cycle, after adjustments by the Performance Share Adjustments was $7.46 resulting in a 95.47% payout factor. However, the relative TSR modifier reflecting relative TSR performance over the three-year cycle operated to reduce this award factor by 25% to 71.60% of target. There are multiple factors contributing to the three-year TSR results from the 2022-2024 performance share cycle. On a macro level, market volatility amid a historically fast rising interest rate environment put pressure on utility stocks and small cap stocks generally underperformed. Electric utilities benefited from the prospective demand growth from artificial intelligence data centers. These macro trends, coupled with the sector and region within which we operate, resulted in a lower-than-expected three-year TSR relative to the Company’s LTIP peer group, despite strong operational performance, net income, three-year EPS and dividend distributions. The OECC considered these factors relative to the Company’s TSR, and considered whether to exercise discretion to adjust the TSR modifier. The OECC declined to make such an adjustment and instead determined that the compensation awarded aligns pay for performance by recognizing a below target three-year TSR and holding executives accountable by reducing long-term incentive payments earned by 25%. The OECC determined that the reduced performance share awards appropriately rewarded significant accomplishments, performance results, and management’s continued execution of long-term strategic and growth plans, all while navigating difficult circumstances and while ensuring safe, reliable and efficient operations for the customers and communities we serve. These factors combined resulted in a reduction of awards otherwise earned by 25% such that NEOs received only 75% of the award otherwise earned. Restricted Stock Units. The second component of our executives’ long-term compensation program is provided through Restricted Stock Units (RSUs) under our LTIP. At its meeting each February, the OECC grants performance contingent RSUs under the LTIP. This practice gives the OECC the benefit of considering the relative value of all components of each executive’s total compensation. Off-cycle grants may occur when new RSUs are granted to attract new employees, to reward extraordinary performance, for retention purposes, or in recognition of promotions. Depending on the circumstances, these off-cycle grants may not include a performance threshold, and may include a vesting schedule that differs from the standard RSU with performance threshold vesting schedule. Mr. Kaszuba, as part of his initial attraction and retention package, received a grant of 7,815 RSUs without a performance threshold scheduled to vest ratably on September 1 of each of 2025, 2026, and 2027, subject to continued employment. Similarly, in recognition of Mr. Wilson’s significant additional responsibilities as Interim Chief Financial Officer and the OECC’s desire to retain Mr. Wilson as Vice President, Treasurer, Controller and Chief Accounting Officer, the OECC awarded Mr. Wilson 3,258 RSUs that will vest ratably on September 1 of each of 2025, 2026 and 2027, subject to continued employment. No other NEO currently has an RSU agreement without a performance threshold. All RSU agreements “claw back” payments that were achieved pursuant to the NW Holdings Compensation Recovery Policy. An RSU obligates NW Holdings upon vesting to issue to the RSU holder one share of common stock plus a cash payment equal to the total amount of dividends paid per share between grant and vesting of the RSU. The performance threshold for the RSUs will be met on each vesting date if NW Holdings’ return on common equity (ROE) for the preceding year is greater than NW Holdings’ average cost of long-term debt for the preceding five years. No RSUs with a performance threshold will vest in a given year if the performance threshold is not met, and shares subject to vesting in that year will be forfeited. In general, if the performance threshold is met, RSUs vest for 25% of the awarded shares on March 1 of each of the first four years after the grant date. For purposes of calculating ROE, the OECC may, at any time, approve adjustments to the calculation of ROE to take into account such unanticipated circumstance or significant, non-recurring or unplanned events as the OECC may determine in its sole discretion, and such adjustments may increase or decrease ROE. The OECC exercised the same discretion as to net income for purposes of calculating ROE as previously described for the EAIP. NW Holdings’ adjusted return on common equity for 2024 was 6.77%, which was greater than NW Holdings’ average cost of long-term debt for the preceding five years, which was 4.54%, resulting in the satisfaction of the performance threshold and vesting of outstanding RSUs scheduled to vest in 2025 for 2024 performance.

  119. Retention Bonus for Mr. Wilson

    Retention Bonus for Mr. Wilson In 2018, the OECC approved a $200,000 cash retention bonus to Mr. Wilson in recognition of significant additional responsibilities assumed by Mr. Wilson during 2017, and the OECC’s desire to retain Mr. Wilson as he returned to his then-current position of Vice President, Treasurer, Chief Accounting Officer and Controller. The cash retention bonus consists of two equal installments of $100,000 payable in March 2023 and March 2024, subject to Mr. Wilson’s continued employment and other terms of his cash retention bonus agreement.

  120. Attraction and Retention Package for Mr. Kaszuba

    Attraction and Retention Package for Mr. Kaszuba In an effort to attract and retain Mr. Kaszuba to the position of Senior Vice President and Chief Financial Officer, the OECC and Board, as applicable, approved in 2024 certain one-time payments and benefits to Mr. Kaszuba, including: a hiring bonus of $200,000; a relocation cash payment of $100,000; an agreement to deliver a long-term incentive opportunity targeted at $550,000 in the form of performance-based RSUs and performance share awards under the NW Holdings Long Term Incentive Plan at the Boards’ February 2025 meeting, and a grant of 7,815 RSUs that was previously described.

  121. Change in Control/Severance Agreements

    Change in Control/Severance Agreements The Board of Directors considers an effective, highly-skilled and vital management team to be essential to protect and enhance the shareholders’ best interests. As such, it recognizes that the uncertainty and questions a potential change in control could result in the departure or distraction of management personnel, or serve as a disincentive to management pursuing a change in control that is in the best interests of shareholders, to NW Holdings’ and NW Natural’s detriment. Accordingly, the Board has approved double-trigger severance agreements with all of the NEOs for changes of control of either NW Holdings or NW Natural. None of the agreements with officers of NW Natural include provisions for tax gross-up upon a triggering event. See “Potential Payments Upon Termination or Change in Control,” below. In general, the OECC prefers not to enter into severance agreements as part of an executive officer’s retention package other than for change in control purposes. Accordingly, the OECC has established a guideline that severance benefits payable pursuant to such agreements may only be provided following a termination without cause in the first five years of employment in a particular position or after a change in control. The benefit for termination without cause, absent a change in control, is reduced over the term of the agreement, which cannot exceed five years. There are no such agreements currently outstanding among our named executive officers.

  122. Equity Grant Practices

    Equity Grant Practices We did not grant options, stock appreciation rights (SARs) or similar option-like instruments during 2024 and do not currently intend to grant such awards to our directors and officers as part of our compensation program. Accordingly, we do not have a formal written policy in place with regard to the timing of grants of options, SARs or similar option-like instruments in relation to the disclosure of material nonpublic information.

  123. Regulatory Treatment

    | Executive Expenses Generally Recovered in Rates | Executive Expenses Generally Not Recovered in Rates | | Salaries | Executive Annual Incentive Plan | | Qualified pension plan benefits Contributions related to Qualified Retirement K Savings Plan (401(k) Plan) Health and welfare benefits | Interest accruals and make-up contributions related to Deferred Compensation Plan for Directors and Executives Supplemental Executive Retirement Plan Change-in-control severance benefits Non-change-in-control severance benefits | | | Long Term Incentive Plan | | | Restricted Stock Units | | | Performance Shares |

  124. REALIZED COMPENSATION TABLE

    | (2) Amounts reflected as realized compensation in this table include the following amounts paid for the applicable year: (1) salary earned in the applicable year; (2) EAIP payments earned in the applicable year; (3) the value of the performance share award for the performance period ending in the applicable year, determined using the stock price on the last day of the performance period; and (4) the value of RSUs (with a performance threshold or time-based) vested and paid during the applicable year, determined using the stock price based on the date preceding the payment date. The amounts reflected as realized compensation in this table do not include the following amounts for the year indicated: (a) the value of performance share awards or RSUs granted but not yet vested and paid or exercised for service in the applicable year; (b) the aggregate change in the actuarial present value of the NEOs’ accumulated benefits under all defined benefit pension plans; (c) above-market interest credited to the non-qualified deferred compensation plan accounts of the NEOs, if any; (d) employer matching contributions to qualified defined contribution plan; (e) matching contributions under non-qualified deferred compensation plans, if any; and (f) any additional payments or de minimis amounts. |

  125. REALIZED COMPENSATION TABLE

    | (4) Realized compensation for Mr. Kaszuba in 2024 includes the payments of a $200,000 cash sign-on bonus and $100,000 relocation cash allowance. See “Compensation Discussion and Analysis,” above. |

  126. REALIZED COMPENSATION TABLE

    | (5) Realized compensation for Mr. Wilson in 2023 and 2024 includes the payment of a $100,000 cash retention bonus paid pursuant to his cash retention bonus agreement. See “Compensation Discussion and Analysis,” above. |

  127. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following is a summary of our NEOs’ compensation in 2022, 2023 and 2024. Only a portion of the executive compensation shown in this Summary Compensation Table is included for purposes of establishing regulatory rates charged to customers. Although most of our incentive compensation programs are designed to promote shareholder objectives, our customers also directly benefit because many of the programs include performance incentives designed to improve service to our customers. For discussion regarding amounts excluded from rate recovery, see “Compensation Discussion and Analysis—Regulatory, Tax and Accounting Considerations—Regulatory Treatment,” above.

  128. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non- Equity Incentive Plan Compen- sation(1) ($) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(3) ($) | All Other Compen- sation(4) ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (g) | (h) | (i) | (j) | | David H. Anderson | 2024 | $862,917 | $389,741 | $1,629,976 | $626,259 | $573,691 | $55,001 | $4,137,585 | | Chief Executive Officer | 2023 | 830,000 | 328,145 | 1,449,015 | 475,855 | 404,515 | 50,124 | 3,537,654 | | | 2022 | 795,833 | 317,053 | 1,450,637 | 489,947 | 492,784 | 95,386 | 3,641,640 | | Justin B. Palfreyman | 2024 | 619,792 | 222,079 | 763,989 | 349,921 | 120 | 74,636 | 2,030,537 | | President | 2023 | 476,958 | 183,371 | 386,701 | 265,629 | 402 | 53,999 | 1,367,060 | | | 2022 | 359,500 | 86,227 | 350,327 | 130,773 | 448 | 45,777 | 973,052 | | Raymond J. Kaszuba III | 2024 | 153,125 | 346,322 | 314,319 | 84,678 | — | 11,701 | 910,145 | | Senior Vice President and Chief Financial Officer | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Brody J. Wilson | 2024 | 400,021 | 150,061 | 258,407 | 92,939 | 144 | 46,725 | 948,297 | | Vice President, Treasurer, Controller and Chief | 2023 | 357,833 | 167,128 | 120,692 | 105,872 | 580 | 35,719 | 787,824 | | Accounting Officer | 2022 | — | — | — | — | — | — | — | | MardiLyn Saathoff | 2024 | 464,146 | 103,842 | 509,559 | 187,158 | 715 | 61,304 | 1,326,724 | | Senior Vice President, Regulation and General | 2023 | 446,250 | 106,857 | 483,005 | 142,143 | 3,010 | 59,487 | 1,240,752 | | Counsel | 2022 | 427,167 | 104,090 | 400,216 | 154,910 | 4,198 | 55,743 | 1,146,324 | | Kimberly H. Rush | 2024 | 471,042 | 111,043 | 407,562 | 189,957 | 181,788 | 25,136 | 1,386,528 | | Senior Vice President and Chief Operating Officer | 2023 | 426,625 | 106,801 | 386,701 | 144,199 | 342,521 | 11,796 | 1,418,643 | | | 2022 | 381,000 | 90,842 | 400,216 | 138,158 | 1,997 | 36,565 | 1,048,778 |

  129. SUMMARY COMPENSATION TABLE

    Column (f) was deleted as it is not applicable.

  130. SUMMARY COMPENSATION TABLE

    | (1) The total bonus paid to each NEO under our EAIP for performance in 2024 is split between columns (d) and (g). Amounts constituting the discretionary portion of bonuses under the plan are the amounts listed as bonuses in column (d). Amounts constituting the performance-based, non-discretionary portion of bonuses under the plan are the amounts listed as non-equity incentive plan compensation in column (g). For Mr. Kaszuba, the amount shown in column (d) includes $200,000 paid as a hiring bonus and $100,000 paid as a relocation payment. For Mr. Wilson, the amount shown in column (d) includes $100,000 paid in each of 2023 and 2024 as a retention bonus pursuant to an agreement entered into in 2018. |

  131. SUMMARY COMPENSATION TABLE

    | (2) Amounts shown in column (e) represent the grant date fair value of performance share awards and RSUs granted in each year disregarding estimated forfeitures, determined under share-based compensation accounting guidance. The amount shown for RSUs is equal to the number of RSUs awarded multiplied by the closing market price of the common stock on the date of grant. The issuance of the shares under these awards is contingent upon meeting certain performance criteria, so the shares may or may not be earned. The performance shares are subject to an EPS target and a ROIC performance threshold, with the total payout subject to modification based on total shareholder return (TSR) performance which is a market modifier under share-based compensation accounting guidance. The performance shares contain a provision in which the EPS target will not be determined until the first quarter of each year during the award period and as such, there is not a mutual understanding of the key terms and the grant date will not occur until the final EPS target has been communicated with the participants in the first quarter of the final year of the performance period. Amounts included for the performance share awards represent the service inception date fair value per share multiplied by the target number of shares, which is the number of shares assumed to be issued based on the EPS performance condition. If the maximum number of shares issuable under the payout conditions had been used as the estimated number of shares, the total amounts in column (e) for 2023 and 2024 would have been $1,558,268 and $2,154,042 for Mr. Anderson; $415,775 and $1,009,571 for Mr. Palfreyman; $0 and $0 for Mr. Kaszuba; $129,757 and $168,130 for Mr. Wilson; $519,423 and $673,311 for Ms. Saathoff; and $415,776 and $538,412 for Ms. Rush. |

  132. SUMMARY COMPENSATION TABLE

    | (3) The amounts included in column (h) as the aggregate change in the actuarial present value of the NEOs’ accumulated benefits under all defined benefit pension plans during 2024 were: an increase of $572,759 for Mr. Anderson and $181,465 for Ms. Rush and $0 for each of Mr. Palfreyman, Mr. Kaszuba, Mr. Wilson and Ms. Saathoff, who do not participate in a defined benefit plan. The 2024 amounts were calculated using a discount rate of 5.49%, which is 60 basis points higher than the discount rate used for 2023. The 2023 amounts were calculated using a discount rate of 4.89%, which is 21 basis points lower than the discount rate used for 2022. Amounts of above-market interest included in column (h) that were credited to the non-qualified deferred compensation plan accounts of the NEOs during 2024 were: $932 for Mr. Anderson, $120 for Mr. Palfreyman, $0 for Mr. Kaszuba, $144 for Mr. Wilson, $715 for Ms. Saathoff, and $323 for Ms. Rush. For this purpose, interest credited is considered above-market to the extent such interest exceeds 120% of the average of the applicable long-term federal rates for the twelve months corresponding to the period for which market yield information is obtained to calculate interest crediting rates under the non-qualified deferred compensation plans. |

  133. SUMMARY COMPENSATION TABLE

    | (4) The amounts included in column (i) as matching contributions under the 401(k) Plan during 2024 were: $13,800 for each of Messrs. Anderson, Palfreyman, Wilson and Ms. Saathoff and Ms. Rush and $3,675 for Mr. Kaszuba. The amounts recorded as matching contributions under non-qualified deferred compensation plans during 2024 were: $0 for each of Messrs. Anderson, Palfreyman, Kaszuba, Wilson and Ms. Saathoff and Ms. Rush. The amounts recorded for dividend equivalents for restricted stock units with performance threshold that vested during 2024 were: $41,201 for Mr. Anderson, $8,305 for Mr. Palfreyman, $0 for Mr. Kaszuba, $3,889 for Mr. Wilson, $12,310 for Ms. Saathoff, and $10,942 for Ms. Rush. The amounts recorded for enhanced 401(k) contributions during 2024 were: $0 for Mr. Anderson and Ms. Rush, $17,250 for each of Messrs. Palfreyman, Wilson and Ms. Saathoff, and $7,656 for Mr. Kaszuba. The amounts recorded as enhanced contributions under non-qualified deferred compensation plans during 2024 were: $0 for Mr. Anderson, Mr. Kaszuba and Ms. Rush, $34,888 for Mr. Palfreyman, $11,401 for Mr. Wilson and $17,550 for Ms. Saathoff. Amounts in column (i) also include a $250 gift card plus gross up expense of $144 for each of Mr. Palfreyman, Ms. Saathoff and Ms. Rush, $120 for Mr. Kaszuba, and $135 for Mr. Wilson. |

  134. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K (Rule), we are providing the following information about the relationship between what the SEC defines as “compensation actually paid” (CAP) and certain aspects of the Company’s financial performance. The OECC did not consider the Pay Versus Performance disclosure below in making its pay decisions for any of the years shown. This information shall not be deemed to be incorporated into any other filing with the SEC. The following table discloses information on CAP to our principal executive officer (PEO), who is our CEO, and to the remainder of the NEOs during the specified years alongside TSR and net income metrics as well as EPS. Net income is a relevant measure as it comprises approximately 50% of the formula for the EAIP. The Company selected EPS as important in linking NEOs’ CAP to Company performance, because EPS is the predominant metric used in our performance share awards under our LTIP and because it aligns executives’ interests with shareholders’ interests and drives a focus on earnings as further described on page 57. The table below and the discussion that follows includes CAP calculated in accordance with the Rule, which requires, among other things, the revaluation of unvested and outstanding equity awards, in the following ways, as applicable:

  135. PAY VERSUS PERFORMANCE

    | • | the year-end fair value of the equity awards granted in the applicable year that are outstanding and unvested as of the end of the applicable year; |

  136. PAY VERSUS PERFORMANCE

    | • | the change in fair value from the end of the prior year to the end of the applicable year with respect to any awards granted in prior years that are outstanding and unvested as of the end of the applicable fiscal year; |

  137. PAY VERSUS PERFORMANCE

    | • | the fair value, as of the vesting date, of any awards that were granted and vested in the same year; and |

  138. PAY VERSUS PERFORMANCE

    | • | the change in fair value from the end of the prior year to the vesting date or forfeiture date with respect to any awards granted in prior years that vested or failed to vest, as applicable, in the applicable year. |

  139. PAY VERSUS PERFORMANCE

    Stock awards include the dollar amount of accrued dividend equivalents. In addition, the Rule requires the subtraction of the aggregate change in actuarial present value of pension and the addition of pension service costs for services rendered for each relevant year. The amounts reported in the Summary Compensation Table are largely based on the grant date fair value of equity compensation awards made during the applicable fiscal year, whereas CAP is based on the fair value of equity awards made during the year valued at year-end, plus any change in the value of prior year’s awards, including awards granted in the prior four years, whether or not the NEO will ever actually receive that award. Thus, CAP for each year reflects all or portions of four years’ worth of equity awards, whereas the amounts reported in the Summary Compensation Table are based only on the equity awards granted in the applicable reporting year. Importantly, as of the valuation dates in the table, none of the amounts included in CAP relating to unvested shares have been paid to our CEO or other NEOs. The amounts actually received will depend upon the Company’s performance and the Company’s stock price, including at the time the common stock underlying the equity awards is actually delivered.

  140. GRANTS OF PLAN-BASED AWARDS DURING 2024

    GRANTS OF PLAN-BASED AWARDS DURING 2024 The following table includes grants of annual incentive awards, performance share awards, and RSUs granted to our NEOs during 2024:

  141. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Grant Date Fair Value of Equity Awards(4) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (l) | | David H. Anderson | | $— | $548,100 | $959,175 | — | — | — | $— | | | | — | — | — | 8,168(2) | 27,225(2) | 54,450(2) | 1,060,142 | | | 2/21/2024 | — | — | — | — | 14,660(3) | — | 569,834 | | Justin B. Palfreyman | | — | 306,250 | 535,938 | — | — | — | — | | | | — | — | — | 3,828(2) | 12,760(2) | 25,520(2) | 496,874 | | | 2/21/2024 | — | — | — | — | 6,872(3) | — | 267,115 | | Raymond J. Kaszuba III | | — | 74,110 | 129,693 | — | — | — | — | | | | — | — | — | — | — | — | — | | | 9/1/2024 | — | — | — | — | 7,815(3) | — | 314,319 | | Brody J. Wilson | | — | 81,340 | 142,345 | — | — | — | — | | | | — | — | — | 638(2) | 2,125(2) | 4,250(2) | 82,748 | | | 2/21/2024 | — | — | — | — | 1,148(3) | — | 44,623 | | | 9/1/2024 | — | — | — | — | 3,258(3) | — | 131,037 | | MardiLyn Saathoff | | — | 163,800 | 286,650 | — | — | — | — | | | | — | — | — | 2,553(2) | 8,510(2) | 17,020(2) | 331,379 | | | 2/21/2024 | — | — | — | — | 4,584(3) | — | 178,180 | | Kimberly H. Rush | | — | 166,250 | 290,938 | — | — | — | — | | | | — | — | — | 2,042(2) | 6,805(2) | 13,610(2) | 264,987 | | | 2/21/2024 | — | — | — | — | 3,668(3) | — | 142,575 |

  142. GRANTS OF PLAN-BASED AWARDS DURING 2024

    Column (i), (j) and (k) were deleted as they are not applicable.

  143. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | (1) Threshold level estimated payouts cannot be determined because the minimum performance level for payout under each component of the formula in the EAIP is interpolated down to a zero payout. See “Compensation Discussion and Analysis—2024 Compensation Programs—Executive Annual Incentive Plan,” above, for a complete discussion of the terms of the awards. Amounts above include only the portion of the award subject to performance metrics, constituting 70% of the annual incentive opportunity. The remaining 30% of the annual incentive opportunity is awarded based on discretionary criteria and is reflected as a bonus in column (d) of the Summary Compensation Table. The actual non-equity incentive plan portion of the awards earned in 2024 and paid in 2025 are reflected in column (g) of the Summary Compensation Table. |

  144. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | (2) Share amounts represent potential performance share awards granted pursuant to the terms of the LTIP. See “Compensation Discussion and Analysis—2024 Compensation Programs—Long-Term Incentives—Performance Shares,” above, for a complete discussion of the terms of the awards. Share amounts do not include an estimate of an additional $6.2850 per share dividend equivalent also payable pursuant to the terms of the awards. Threshold level estimated future payouts assume the minimum award payable other than no payout. |

  145. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | (3) Share amounts represent RSU awards with a performance threshold granted pursuant to the terms of the LTIP with the exception of the September 2024 RSU awards granted to Mr. Kaszuba and Mr. Wilson, which do not include a performance threshold. See “Compensation Discussion and Analysis—2024 Compensation Programs—Long-Term Incentives—Restricted Stock Units,” above, for a complete discussion of the terms of the awards. Share amounts do not include an estimate of an additional dividend equivalent, which is based on a tiered calculation and also payable pursuant to the terms of the awards. RSU awards do not have threshold or maximum payout levels as there is only one payout level if the performance threshold is satisfied. |

  146. GRANTS OF PLAN-BASED AWARDS DURING 2024

    | (4) Amounts shown in column (l) for RSU awards represent the grant date fair value of the RSUs, which was based on a value of $38.87 per share for RSUs granted on February 21, 2024, and $40.22 per share for RSUs granted on September 1, 2024, which was the closing market price of the common stock on the grant date. The values used for RSUs are the same as those used under share-based compensation accounting guidance. The 2024 performance shares are subject to an EPS target and a ROIC performance threshold, with the total payout subject to modification based on relative TSR performance which is a market modifier under share-based compensation accounting guidance. The 2024 performance shares contain a provision in which the EPS target will not be determined until the first quarter of each year during the award period and as such, there is not a mutual understanding of the key terms and the grant date will not occur until the final EPS target has been communicated with the participants in the first quarter of 2026. Accordingly, the grant date fair value will be calculated using a Monte Carlo method to take into account the TSR market modifier in 2026. Amounts shown in column (l) for performance share awards represent the service inception date fair value of the performance shares awarded on February 21, 2024 and September 1, 2024, which was based on a value of $38.94 per share which was the closing market price of the common stock on the last business day prior to the service inception date of January 1, 2024. The values used for performance share awards are not the same as those used under share-based compensation accounting guidance, and are used solely to represent the OECC’s decisions with respect to the awards. |

  147. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024 The following table includes all of the outstanding equity awards held by our NEOs at December 31, 2024:

  148. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | | Stock Awards | | | | | Name | Number of Shares That Have Not Vested (#) | Market Value of Shares That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares That Have Not Vested ($)(1) | | (a) | (g) | (h) | (i) | (j) | | David H. Anderson | 2,528(3) | $100,008 | 93,840(2) | $3,712,310 | | | 2,644(3) | 104,597 | 2,644(4) | 104,597 | | | 2,652(3) | 104,913 | 5,304(5) | 209,826 | | | 3,665(3) | 144,987 | 10,995(6) | 434,962 | | Justin B. Palfreyman | 487(3) | 19,266 | 36,030(2) | 1,425,347 | | | 639(3) | 25,279 | 639(4) | 25,279 | | | 708(3) | 28,008 | 1,416(5) | 56,017 | | | 1,718(3) | 67,964 | 5,154(6) | 203,892 | | Raymond J. Kaszuba III | — | — | 7,815(7) | 309,161 | | Brody J. Wilson | 244(3) | 9,653 | 7,530(2) | 297,887 | | | 228(3) | 9,020 | 228(4) | 9,020 | | | 221(3) | 8,743 | 442(5) | 17,486 | | | 287(3) | 11,354 | 861(6) | 34,061 | | | — | — | 3,258(7) | 128,886 | | MardiLyn Saathoff | 778(3) | 30,778 | 30,150(2) | 1,192,734 | | | 730(3) | 28,879 | 730(4) | 28,879 | | | 884(3) | 34,971 | 1,768(5) | 69,942 | | | 1,146(3) | 45,336 | 3,438(6) | 136,007 | | Kimberly H. Rush | 681(3) | 26,940 | 24,120(2) | 954,187 | | | 730(3) | 28,879 | 730(4) | 28,879 | | | 708(3) | 28,008 | 1,416(5) | 56,017 | | | 917(3) | 36,277 | 2,751(6) | 108,830 |

  149. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    Columns (b)-(f) were omitted as they are not applicable.

  150. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | (1) Amounts are calculated based on the price of $39.56, the closing market price for the Company’s common stock on December 31, 2024 (the last trading day of 2024). |

  151. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | (2) For both the 2023-2025 and 2024-2026 performance share awards, the share amounts include the maximum level of the awards. The actual number of performance shares issuable will be determined by the OECC at the end of the three-year performance cycles ending December 31, 2025 and 2026, respectively. Does not include an estimate for the accumulated cash dividends also payable pursuant to the terms of the awards. For a complete description of the performance objectives, see “Compensation Discussion and Analysis—2024 Compensation Programs—Long-Term Incentives—Performance Shares,” above. |

  152. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | (3) Share amounts represent RSU awards with performance thresholds that were met as of December 31, 2024, and that are scheduled to vest based on continued service through March 1, 2025. The achievement of the performance threshold is reviewed and approved by the OECC after the end of each year. This amount does not include an estimate for the accumulated cash dividends also payable pursuant to the terms of the awards. For a complete description of the performance threshold, see “Compensation Discussion and Analysis—2024 Compensation Programs—Long-Term Incentives—Restricted Stock Units with Performance Threshold,” above. |

  153. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | (4) Share amounts represent the remaining balance of RSUs with performance threshold awards. The remaining shares covered by each of these RSUs with a performance threshold will vest on March 1, 2026 subject in each case to achievement of the performance threshold for the immediately preceding year. This amount does not include an estimate for the accumulated cash dividends also payable pursuant to the terms of the awards. |

  154. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | (5) Share amounts represent the remaining balance of RSUs with performance threshold awards. One-half of the remaining shares covered by each of these RSUs with performance threshold will vest on each of March 1, 2026 and 2027 subject in each case to achievement of the performance threshold for the immediately preceding year. This amount does not include an estimate for the accumulated cash dividends also payable pursuant to the terms of the awards. |

  155. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | (6) Share amounts represent the remaining balance of RSUs with performance threshold awards. One-third of the remaining shares covered by each of these RSUs with performance threshold will vest on each of March 1, 2026, 2027 and 2028 subject in each case to achievement of the performance threshold for the immediately preceding year. This amount does not include an estimate for the accumulated cash dividends also payable pursuant to the terms of the awards. |

  156. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | (7) Share amount represents a time-based RSU. One-third of the shares will vest on each of September 1, 2025, 2026 and 2027. |

  157. OPTION EXERCISES AND STOCK VESTED DURING 2024

    OPTION EXERCISES AND STOCK VESTED DURING 2024

  158. OPTION EXERCISES AND STOCK VESTED DURING 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(1) ($) | | (a) | (d) | (e) | | David H. Anderson | 23,322 | $1,026,515 | | Justin B. Palfreyman | 5,438 | 239,109 | | Raymond J. Kaszuba III | — | — | | Brody J. Wilson | 2,057 | 90,556 | | MardiLyn Saathoff | 6,689 | 293,490 | | Kimberly H. Rush | 6,356 | 279,887 |

  159. OPTION EXERCISES AND STOCK VESTED DURING 2024

    Columns (b)-(c) were omitted as they are not applicable.

  160. OPTION EXERCISES AND STOCK VESTED DURING 2024

    | (1) Amounts represent performance share awards and RSUs that vested during 2024. The performance shares are related to the three-year award cycle 2022-2024 and were earned but unpaid as of the fiscal year-end; the value realized is based on a price of $39.56, the closing market price for the Company’s common stock on December 31, 2024 (the last trading day of 2024), plus dividend equivalents. The performance share award paid at 71.60% of the target level incentive based upon Company performance and strategic results. See “Compensation Discussion and Analysis—2024 Compensation Programs—Long-Term Incentives—Performance Shares,” above. The number of shares actually paid was determined by the NW Holdings OECC on February 26, 2025. The value realized includes cash for dividend equivalents of $6.3175 per share based on dividends per share paid by NW Holdings during the performance period as follows: Mr. Anderson, $88,818; Mr. Palfreyman, $21,442; Mr. Kaszuba, $0; Mr. Wilson, $7,669; Ms. Saathoff, $24,493; and Ms. Rush, $24,493. RSUs are related to the units that vested on March 1, 2024 and the value realized is based on the closing stock price on the date preceding the payment date, March 1, 2024, or $36.74 per share, plus cash dividend equivalents which were as follows: Mr. Anderson, $41,201; Mr. Palfreyman, $8,305; Mr. Kaszuba, $0; Mr. Wilson, $3,889; Ms. Saathoff, $12,310; and Ms. Rush, $10,942. Receipt of the following amounts under performance share awards and RSUs were deferred pursuant to elections under our Deferred Compensation Plan for Directors and Executives: Ms. Saathoff, 336 shares valued at $12,345 and $0 of dividend equivalents; and Ms. Rush, $14,796 of dividend equivalents. See “Non-Qualified Deferred Compensation in 2024,” below for a discussion of the terms of this plan. |

  161. PENSION BENEFITS AS OF DECEMBER 31, 2024

    PENSION BENEFITS AS OF DECEMBER 31, 2024

  162. PENSION BENEFITS AS OF DECEMBER 31, 2024

    | Name | Age | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit(1) | | (a) | | (b) | (c) | (d) | | David H. Anderson(2) | 63 | Retirement Plan for Bargaining Unit and Non-Bargaining Unit Employees | 20.25 | $927,156 | | | | Supplemental Executive Retirement Plan—Tier 1 | 20.25 | 8,435,234 | | Justin B. Palfreyman | 46 | N/A | — | N/A | | Raymond J. Kaszuba III | 45 | N/A | — | N/A | | Brody J. Wilson | 45 | N/A | — | N/A | | MardiLyn Saathoff | 68 | N/A | — | N/A | | Kimberly H. Rush(3) | 55 | Retirement Plan for Bargaining Unit and Non-Bargaining Unit Employees | 26.17 | 1,100,749 | | | | Supplemental Executive Retirement Plan—Tier 2 | 26.17 | 1,010,190 |

  163. PENSION BENEFITS AS OF DECEMBER 31, 2024

    Column (e) was omitted as it is not applicable.

  164. PENSION BENEFITS AS OF DECEMBER 31, 2024

    | (1) The Present Value of Accumulated Benefit in the above table represents the actuarial present value as of December 31, 2024 of the pension benefits of the NEOs under the respective pension plans calculated based on years of service and final average compensation as of that date, but assuming retirement at the earliest age at which benefits were unreduced under the respective plans. The actuarial present value was calculated using the Pri-2012 Mortality Table and projected generationally using Scale MP-2021 and a discount rate of 5.49%, the same assumptions used in the pension benefit calculations reflected in our audited balance sheet as of December 31, 2024. |

  165. PENSION BENEFITS AS OF DECEMBER 31, 2024

    | (2) Mr. Anderson is eligible for retirement benefits under the Retirement Plan. |

  166. PENSION BENEFITS AS OF DECEMBER 31, 2024

    | (3) Ms. Rush is eligible for early retirement benefits under the Retirement Plan. |

  167. Retirement Plan for Bargaining Unit and Non-Bargaining Unit Employees

    Retirement Plan for Bargaining Unit and Non-Bargaining Unit Employees The NW Natural Retirement Plan for Bargaining Unit and Non-Bargaining Unit Employees (Retirement Plan) is our subsidiary’s qualified pension plan covering certain NW Natural employees covered by a labor agreement and hired prior to January 1, 2010 as well as all regular, full-time employees not covered under a labor agreement whose employment commenced prior to January 1, 2007 (when the non-bargaining unit portion of the Retirement Plan was closed to new participants). Eligible non-bargaining unit employees commenced participation in the Retirement Plan after one year of service, and if their service continued past December 31, 2007 became 100% vested after three years of service (eligible employees whose service all occurred prior to January 1, 2008 needed five years of service to fully vest). Final average earnings for purposes of calculating benefits consist of the participant’s highest average total annual compensation for any five consecutive years in the last 10 years of employment, with total annual compensation for this purpose generally consisting of salary and annual incentive, excluding long-term incentives, amounts deferred under our non-qualified deferred compensation plans and, commencing in 2010 as provided in a Retirement Plan amendment approved in 2009, annual incentive payments in excess of target. In addition, as of December 31, 2024, the Internal Revenue Code limited the amount of annual compensation considered for purposes of calculating benefits under the Retirement Plan to $345,000. A normal retirement benefit is payable upon retirement at or after age 62 and consists of (a) an annuity benefit equal to 1.8% of final average earnings for each of the participant’s first 10 years of service, and (b) a lump sum benefit equal to 7.5% of final average earnings for each year of service in excess of 10 years. In addition, for participants hired before January 1, 2000 and under age 60 on that date, a supplemental annuity is provided under the Retirement Plan equal to the participant’s total years of service multiplied by the sum of (x) a varying percentage (based on the participant’s hire age and age on January 1, 2000) of total final average earnings, and (y) 0.425% of the excess of final average earnings over an amount referred to as Covered Compensation, which generally consists of the average of the Social Security maximum taxable wage bases over the 35 years preceding the participant’s retirement. At December 31, 2024, Mr. Anderson was eligible for retirement benefits under the Retirement Plan. Employees who have attained age 55, if age plus accredited years of service totals 70 or more, are eligible for early retirement benefits. Annuity benefits are reduced by 0.333% per month (4% per year) for each month that the benefit commencement date precedes age 62, with such benefit reduction increased to 0.5% per month (6% per year) for each month the benefit commencement date precedes age 60. The lump sum benefit is not subject to reduction on early retirement. At December 31, 2024, Ms. Rush was eligible for early retirement benefits under the Retirement Plan. The basic benefit form for annuity benefits is a monthly single life annuity. The participant may choose among different annuity forms that are the actuarial equivalent of the basic benefit.

  168. NON-QUALIFIED DEFERRED COMPENSATION IN 2024

    NON-QUALIFIED DEFERRED COMPENSATION IN 2024

  169. NON-QUALIFIED DEFERRED COMPENSATION IN 2024

    | Name | Plan Name | Executive Contributions in 2024(1) | NW Natural Contributions in 2024(1) | Aggregate Earnings (Losses) in 2024(1) | Aggregate Withdrawals/ Distributions in 2024 | Aggregate Balance at 12/31/2024(1) | | David H. Anderson | DCP | $— | $— | $61,706 | ($323,341) | $1,064,182 | | Justin B. Palfreyman | DCP | — | 34,888 | 4,196 | — | 113,394 | | Raymond J. Kaszuba III | DCP | — | — | — | — | — | | Brody J. Wilson | DCP | — | 11,401 | 21,944 | — | 369,300 | | MardiLyn Saathoff | DCP | 12,408 | 17,550 | 64,293 | — | 1,090,490 | | Kimberly H. Rush | DCP | 2,549 | — | 11,417 | — | 213,969 |

  170. NON-QUALIFIED DEFERRED COMPENSATION IN 2024

    | (1) Of the amounts reported in the Executive Contributions column, the following amounts are reported in the Summary Compensation Table above for 2024: Ms. Rush: $2,549. The remaining amounts in the Executive Contributions column consist of restricted stock units and performance share awards which vested and were deferred in 2024 and were reported in the Summary Compensation Table in the year in which such awards were granted. All amounts in the NW Natural Contributions column are reported in the Summary Compensation Table above for 2024 in column (i). The portion of the amounts reported in the Aggregate Earnings column that represents above-market earnings is included in column (h) of the Summary Compensation Table, and the amount of above-market earnings for each NEO is set forth in footnote 3 to that table. Of the amounts reported in the Aggregate Balance column, the following amounts have been reported in the Summary Compensation Tables in this Proxy Statement or in prior year proxy statements: Mr. Anderson, $1,064,182; Mr. Palfreyman, $95,598; Mr. Kaszuba, $0; Mr. Wilson, $45,471; Ms. Saathoff, $821,118; and Ms. Rush, $140,963. Amounts not previously reported consist of market-rate earnings on amounts deferred and amounts deferred before designation as a NEO. Amounts previously reported as described in this footnote have been reduced by amounts distributed such that no amount in this footnote will exceed the amount in the Aggregate Balance column. |

  171. Non-Qualified Deferred Compensation Plans in 2024

    Non-Qualified Deferred Compensation Plans in 2024 Our subsidiary, NW Natural, currently maintains the DCP, under which all deferred contributions in 2024 were made. Participants in the DCP may elect in advance to defer up to 50% of their salaries, up to 100% of their annual incentives, and up to 100% of performance share and restricted stock unit awards under our LTIP. NW Natural makes matching contributions each year equal to: (a) 60% of the lesser of the participant’s salary and annual incentive deferred during the year under both the DCP and our 401(k) Plan or 8% of the participant’s total salary and annual incentive for the year, reduced by (b) the maximum matching contribution we would have made under our 401(k) Plan if the participant had fully participated in that plan. For participants hired after December 31, 2006, we make enhanced contributions each year equal to 5% of the greater of: (a) the participant’s salary and annual incentive deferred during the year under the DCP, or (b) the excess of the participant’s total salary and annual incentive received during the year over the limit ($345,000 in 2024) imposed by the Internal Revenue Code on compensation that may be considered in calculating the corresponding enhanced contributions under our 401(k) Plan. All amounts deferred under the DCP have been or will be credited to either a “stock account” or a “cash account.” Deferrals of compensation payable in cash are made to cash accounts and deferrals of compensation payable in our common stock are made to stock accounts. Transfers from a cash account to a stock account are permitted, but not vice-versa. Stock accounts represent a right to receive shares of our common stock on a deferred basis, and are credited with additional shares based on the deemed reinvestment of dividends. The average annual rate of earnings on stock accounts over the five years ending December 31, 2024 was approximately -7.99% and in 2024 was approximately 6.76%, in each case representing the total shareholder return of our common stock annualized, assuming dividend reinvestment. Cash accounts under the DCP are credited quarterly with interest at a rate equal to Moody’s Average Corporate Bond Yield. The average quarterly interest rate paid on cash accounts in 2024 was 5.53%. The DCP includes the Supplemental Retirement Benefit for those also eligible for the Retirement Plan benefit. The Supplemental Retirement Benefit provides a make-up benefit calculated using the Retirement Plan formula (see “Retirement Plan for Bargaining Unit and Non-Bargaining Unit Employees,” above) without excluding compensation deferred under the DCP. The same annual compensation limits imposed by the Internal Revenue Code for purposes of calculating benefits under the Retirement Plan apply to the DCP Supplemental Retirement Benefit. Accordingly, the benefits under the DCP Supplemental Retirement Benefit are equal to (a) the benefits that would be calculated under the Retirement Plan if compensation taken into account when determining final average earnings did not exclude amounts deferred under the DCP, minus (b) the actual Retirement Plan benefits. The DCP Supplemental Retirement Benefit is generally payable in the same form and for the same period of time as the annuity payable under the Retirement Plan, subject to certain requirements for the timing of commencement of benefits. Participants make elections regarding distributions of their accounts at the time they elect to defer compensation, and have limited rights to change these payment elections. Distributions may commence on a predetermined date while still employed or upon termination of employment, and may be made in a lump sum or in annual installments over five, ten or fifteen years. Hardship withdrawals are permitted under the DCP.

  172. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  173. Change in Control Compensation

    | (3) Restricted Stock Unit Acceleration. As of December 31, 2024, each NEO held outstanding unvested RSUs as listed in the “Outstanding Equity Awards” table above. The RSU award agreements state that if cash severance benefits are triggered under the severance agreements, all outstanding unvested RSUs will immediately vest. The amounts in the table above represent the number of unvested RSUs as of December 31, 2024 multiplied by a stock price of $39.56 per share, which was the closing price of our common stock on the last trading day of 2024, plus an amount for each RSU equal to the dividends paid per share during the period the RSU was outstanding. |

  174. Change in Control Compensation

    | (4) Performance Share Acceleration. As described above under the “Grants of Plan-Based Awards During 2024” table and “Compensation Discussion and Analysis—2024 Compensation Programs—Long-Term Incentives—Performance Shares,” we granted performance share awards to the NEOs in 2024 under which shares of our common stock (plus accumulated cash dividends) will be issued to them based on our performance over the years 2024 to 2026. We made similar awards to the NEOs in 2023 for performance over the years 2023 to 2025. The agreements for the performance share awards granted in 2023 and 2024 state that if cash severance benefits are triggered under the severance agreements, we must immediately issue the target award for each award outstanding at the time of the change in control. The amounts in the table above represent the number of shares that would have been issued under the awards, multiplied by a stock price of $39.56 per share, which was the closing price of our common stock on the last trading day of 2024, plus an amount equal to the dividends paid per share during the applicable award periods through December 31, 2024. |

  175. Change in Control Compensation

    | (5) Present Value of SERP Enhancements. As discussed above in the text accompanying the “Pension Benefits” table, Mr. Anderson is a participant in the SERP Tier 1, which generally provides for a lump sum benefit payable six months after termination of employment. If a SERP Tier 1 participant’s employment is terminated by us without “cause” or by the participant for “good reason” within 24 months after a change in control, the SERP Tier 1 participant will receive three additional years of service for purposes of calculating their SERP Tier 1 benefit. Mr. Anderson has already accrued over 15 years of service, the number of years of service at which benefits for SERP Tier I participants under this plan are no longer subject to proration at termination. As a result, there is no excess for the SERP benefit he would receive following a change in control over the SERP benefit he would have received if employment had terminated absent a change in control on December 31, 2024. As discussed above in the text accompanying the “Pension Benefits” table, Ms. Rush is a participant in the SERP Tier 2, which generally provides for a lifetime supplemental pension benefit payable by us following retirement. If the employment of any SERP Tier 2 participant is terminated by us without “cause” or by the participant for “good reason” within 24 months after a change in control, the SERP Tier 2 participant will receive three additional years of service for purposes of calculating their SERP Tier 2 benefit. The amount for Ms. Rush in the table above represents the excess of the present value of annual SERP Tier 2 benefit she would receive on termination following a change in control over the present value annual SERP Tier 2 benefit she would have received if her employment had terminated absent a change in control on December 31, 2024. |

  176. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2024

    NON-EMPLOYEE DIRECTOR COMPENSATION IN 2024

  177. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2024

    | Name | Fees Earned or Paid in Cash ($)(1) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(2) ($) | Total ($) | | (a) | (b) | (f) | (h) | | Timothy P. Boyle | $207,500(3) | $— | $207,500 | | Monica Enand | 237,500(4) | 238 | 237,738 | | Karen Lee | 215,000(5) | 39 | 215,039 | | Mary E. Ludford | 79,997(6) | — | 79,997 | | Hon. Dave McCurdy | 217,500(7) | 12 | 217,512 | | Sandra McDonough | 240,000(8) | 22 | 240,022 | | Nathan I. Partain | 245,000(9) | — | 245,000 | | Jane L. Peverett | 247,500(10) | — | 247,500 | | Kenneth Thrasher | 220,000(11) | — | 220,000 | | Malia H. Wasson | 317,500(12) | 10 | 317,510 | | Charles A. Wilhoite | 243,126(13) | — | 243,126 |

  178. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2024

    Columns (c), (d), (e) and (g) were deleted as they are not applicable in 2024. See “Director Fees and Arrangements,” below.

  179. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2024

    | (1) Amounts in column (b) represent cash compensation earned in 2024 for service as a director of NW Holdings and NW Natural, including any earned amounts deferred at the director’s election pursuant to the terms of the Deferred Compensation Plan for Directors and Executives. |

  180. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2024

    | (2) Amounts in column (f) represent above-market interest credited to the directors’ accounts under the Directors Deferred Compensation Plan and the DCP during 2024. For this purpose, interest credited is considered above-market to the extent such interest exceeds 120% of the average of the applicable long-term federal rates for the twelve months corresponding to the period for which market yield information is obtained to calculate interest crediting rates under the non-qualified deferred compensation plans. |

  181. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2024

    | (3) Represents fees of $186,750 and $20,750 for fees earned for service as a director of NW Natural and NW Holdings, respectively. |

  182. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2024

    | (4) Represents fees of $213,750 and $23,750 earned for service as a director of NW Natural and NW Holdings, respectively. |

  183. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2024

    | (5) Represents fees of $193,500 and $21,500 earned for service as a director of NW Natural and NW Holdings, respectively. |

  184. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2024

    | (6) Represents fees of $71,998 and $7,999 earned for service as a director of NW Natural and NW Holdings, respectively. |

  185. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2024

    | (7) Represents fees of $195,750 and $21,750 earned for service as a director of NW Natural and NW Holdings, respectively. |

  186. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2024

    | (8) Represents fees of $216,000 and $24,000 earned for service as a director of NW Natural and NW Holdings, respectively. |

  187. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2024

    | (9) Represents fees of $220,500 and $24,500 earned for service as a director of NW Natural and NW Holdings, respectively. |

  188. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2024

    | (10) Represents fees of $222,750 and $24,750 earned for service as a director of NW Natural and NW Holdings, respectively. |

  189. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2024

    | (11) Represents fees of $198,000 and $22,000 earned for service as a director of NW Natural and NW Holdings, respectively. |

  190. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2024

    | (12) Represents fees of $285,750 and $31,750 earned for service as a director of NW Natural and NW Holdings, respectively. |

  191. NON-EMPLOYEE DIRECTOR COMPENSATION IN 2024

    | (13) Represents fees of $218,813 and $24,313 earned for service as a director of NW Natural and NW Holdings, respectively. |

  192. Non-Employee Director Compensation Philosophy

    Non-Employee Director Compensation Philosophy Each member of the Board of Directors of NW Holdings also serves as a member of the Board of Directors of NW Natural. Compensation is paid separately by NW Holdings and NW Natural for service on each respective board of directors, commensurate with the relative obligations and responsibilities associated with each entity, but compensation is considered together for purposes of determining the overall compensation appropriate for the members of both boards of directors. The compensation philosophy for non-employee members of the Board is designed to attract and retain high performing directors who will perform in the best interest of shareholders. The compensation of Board members, when considered on an aggregate basis for service on the Board of Directors of NW Holdings and NW Natural, is targeted to be aligned near the middle of the market (50th percentile) for the same group of 18 peer companies approved by the OECC for the evaluation of executive compensation. The Governance Committee reviews Board compensation annually and recommends adjustments to compensation as necessary. The Consultant who assists the OECC with executive compensation also provides the Governance Committee with competitive market data for Board compensation. While the components of compensation have evolved over the years, the pay components for 2024 consisted of a cash retainer, a separate cash retainer for each committee on which a director serves, a separate cash retainer for serving as Chair or Vice-Chair of the Board or Chair of a committee of the Board, and cash meeting fees for those meetings exceeding regularly scheduled meetings, beginning with the second unscheduled meeting. The Board has adopted stock ownership guidelines that require directors to own NW Holdings shares valued at least $450,000 within five years of joining the Board, including amounts deferred pursuant to the plans described below. The Governance Committee last reviewed the progress of the directors in achieving these stock ownership objectives in February 2025 and concluded that all of the directors have achieved, or are making adequate progress toward achieving, the stock ownership goals.