DEF 14A of Otter Tail Corp, Feb 28, 2024

DEF 14A of Otter Tail Corp

Filed Feb 28, 2024 · FY20230001466593-24-000055

Open on EDGAR

  1. Proxy Statement Questions and Answers

    | NOMINEES FOR ELECTION AT THE ANNUAL SHAREHOLDER MEETING IN APRIL 2024: | | | | | | MARY E. LUDFORD | | | | Chicago, Illinois Retired Chief Audit Executive and Deputy Chief Security Officer for Exelon Corporation, a Fortune 200 company, which serves 10 million customers through six regulated distribution and transmission utilities. Senior Leadership Roles: Ms. Ludford retired in 2020, after having served as Deputy Chief Security Officer of Exelon from 2018-2020, and Vice President, Corporate Operations of Exelon from 2016-2018. Ms. Ludford served as the Chief Audit Executive at Exelon from 2010-2016. Qualifications and Experience: Ms. Ludford is an accomplished senior operating and financial executive with 39 years of experience in roles of increasing responsibility and complexity in the energy industry. Ms. Ludford has extensive experience with financial reporting, internal audit, financial controls, mergers and acquisitions, customer operations and the electric utility industry as a whole. Additionally, as Exelon’s Deputy Chief Security Officer, she was accountable for the company’s information and operational technology, cyber and physical security programs and through that role gained comprehensive training and experience in cybersecurity matters. She has recent and deep understanding of public policy issues and regulation. | | | Director Since: 2023 Age at the time of the Annual Meeting: 64 Board Committees: •Audit •Corporate Governance | |

  2. Proxy Statement Questions and Answers

    | | | CHARLES S. MACFARLANE | | | | Fergus Falls, Minnesota Chief Executive Officer since 2015 and President since 2014 of Otter Tail Corporation; Chief Executive Officer since 2007 and President from 2003 to 2014 of Otter Tail Power Company. Senior Leadership Roles: In addition to his current roles at Otter Tail Corporation and Otter Tail Power Company, Mr. MacFarlane has held a number of other positions, including as Otter Tail Corporation’s Chief Operating Officer from 2014 to 2015 and its Senior Vice President, Electric Platform and President, Otter Tail Power Company in 2003. Mr. MacFarlane served as Director of Electric Distribution Planning, Engineering and Reliability at Xcel Energy, Inc. from 2000 to 2001 and as Director of Delivery Construction & Field Operations for Northern States Power Company, a subsidiary of Xcel Energy, Inc., from 1997 to 2000. Qualifications and Experience: Mr. MacFarlane provides the Board with a direct link to the management team of Otter Tail Corporation and is critical to Board discussions on operations and the development and execution of the strategic direction of Otter Tail Corporation. Mr. MacFarlane also contributes business and utility expertise developed over the course of his career at Otter Tail Power Company and Xcel Energy, Inc. The Board also benefits from Mr. MacFarlane’s deep understanding of the policy and regulatory environments and the service territory for Otter Tail Power Company. | | | Director Since: 2015 Age at the time of the Annual Meeting: 59 Board Committees: •None Other Board Service: •University of North Dakota Alumni Association and Foundation (Finance and Audit Committees) •Edison Electric Institute (EEI) •Lake Region Healthcare Corporation Board of Trustees (Chair Finance Committee) | |

  3. Proxy Statement Questions and Answers

    | | | THOMAS J. WEBB | | | | Richland, Michigan Advisor to a variety of companies, including Pacific Gas and Electric Company. Retired Executive Vice President and Chief Financial Officer of CMS Energy Corporation, primarily a gas and electric utility, from 2002 to 2017, and Vice Chair during 2017. Senior Leadership Roles: Prior to his roles at CMS Energy Corporation, Mr. Webb served as Executive Vice President and Chief Financial Officer for The Kellogg Company, a multinational food manufacturer, from 1999 to 2002, and as Chief Financial Officer at Visteon Corporation, a division of Ford Motor Company, from 1996 to 1999. He began his career at Ford Motor Company in 1977, holding positions of increasing responsibility in finance and management for a period of more than 22 years in the United States and in Europe. Qualifications and Experience: Mr. Webb contributes executive leadership experience and public company accounting, finance, and financial reporting expertise from his years of service as Chief Financial Officer at CMS, Kellogg, and Visteon. The Board also benefits from Mr. Webb’s comprehensive understanding of utility operations, the utility industry and regulatory accounting from his 15 years at CMS. | | | Director Since: 2018 Age at the time of the Annual Meeting: 71 Board Committees: •Audit •Compensation and Human Capital Management (Chair) Other Board Service: •EnerBank USA (Chair) (2002-2018) •Southwest Michigan First (Finance and Audit Committee Chair) | |

  4. Proxy Statement Questions and Answers

    | DIRECTORS WITH TERMS EXPIRING IN APRIL 2026: | | | | | | JOHN D. ERICKSON | | | | Fergus Falls, Minnesota Advisor to ECJV Holding, LLC, a subsidiary of Cascade Investments, LLC, since 2011. Former President and Chief Executive Officer of Otter Tail Corporation from 2002 to 2011. Senior Leadership Roles: Having joined Otter Tail Power Company in 1980, Mr. Erickson was appointed to roles of increasing responsibility throughout his career spanning more than 30 years. Prior to his role as the President and Chief Executive Officer of Otter Tail Corporation, from 1998 to 2000, Mr. Erickson served as the Chief Financial Officer, Vice President of Finance and Treasurer. In 2000, Mr. Erickson was named as the Corporation’s Executive Vice President, in addition to his ongoing responsibilities as Chief Financial Officer and Treasurer. Then, in 2001, Mr. Erickson was named as the Corporation’s President, and its Chief Executive Officer in 2002. He served as Otter Tail Power Company’s President from 2001 to 2002 and as its Director of Revenue and Market Analysis from 1989 to 1998. Qualifications and Experience: As former Chief Executive Officer, Mr. Erickson contributes public company executive leadership experience, financial expertise and a deep knowledge of the Corporation’s business and the utility industry. During his tenure with the Corporation, he oversaw functions including operations, accounting, financial reporting, finance, and customer energy program marketing. The Board benefits from his comprehensive understanding of regulatory accounting, the regulatory environment, and the service territory for Otter Tail Power Company. | | | Director Since: 2007 Age at the time of the Annual Meeting: 65 Board Committees: •None Other Board Service: •OE Holdings, LLC (2015 - 2021) •North Dakota State University Foundation (Nominating and Governance Committee and Chair, Investment Committee) •Lake Region Healthcare Corporation Board of Trustees (Chair) | |

  5. Proxy Statement Questions and Answers

    | | | NATHAN I. PARTAIN | | | | League City, Texas Retired President and Chief Investment Officer of Duff & Phelps Investment Management Co., from 2005 through 2020. Senior Leadership Roles: Mr. Partain is retired and currently serves as a consultant for the investment management industry. He most recently served as the President and Chief Investment Officer of Duff & Phelps Investment Management Co., as well as the President and Chief Executive Officer of DNP Select Income Fund, Inc., a closed-end utility income fund. Prior to joining Duff & Phelps, Mr. Partain held financial and regulatory positions with Gulf States Utilities Company. Mr. Partain is a Chartered Financial Analyst. Qualifications and Experience: The Board benefits from Mr. Partain’s executive leadership and governance expertise, which he has developed over many years of managing and overseeing funds at Duff & Phelps, his financial expertise, and his extensive knowledge of the utility industry gained from over 35 years of providing electric utility investment research and management services to institutional clients of Duff & Phelps. | | | Director Since: 1993 Chairman Since: 2011 Age at the time of the Annual Meeting: 67 Board Committees: •None Other Board Service: •NW Natural Holding Company* | | | * A public company with securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). | | |

  6. Proxy Statement Questions and Answers

    | | | JEANNE H. CRAIN | | | | Minneapolis, Minnesota President and Chief Executive Officer of Bremer Financial Corporation (“Bremer”), a $16 billion financial services organization with locations in Minnesota, Wisconsin and North Dakota. She has served as Bremer’s CEO since 2016. Senior Leadership Roles: Prior to being appointed as President and CEO, Ms. Crain served as the Group President, Bremer Financial Corporation & CEO, Bremer Bank, Twin Cities and North Dakota Region. She has extensive banking experience, having been involved in the industry in roles of increasing responsibility for 40 years. Qualifications and Experience: With extensive leadership and strategic planning experience in the banking industry in the same region of Otter Tail Power Company’s service territory, the Board benefits from Ms. Crain’s expansive financial and leadership expertise. In addition, Ms. Crain has a thorough understanding of the utility’s service territory and its customers, as well as the public policy and economic issues affecting the region. As CEO of Bremer, Ms. Crain oversees the technology, regulatory and human resources functions and has a fulsome understanding of these functional areas. | | | Director Since: 2023 Age at the time of the Annual Meeting: 64 Board Committees: •Audit •Compensation and Human Capital Management Other Board Service: •Federal Reserve Bank of Minneapolis (Chair, Audit Committee) •YMCA of the North (Vice Chair) •Bremer Financial Corporation | |

  7. Proxy Statement Questions and Answers

    | DIRECTORS WITH TERMS EXPIRING IN APRIL 2025: | | | | | | STEVEN L. FRITZE | | | | Mendota Heights, Minnesota Retired Chief Financial Officer of Ecolab, Inc., a global leader in water, hygiene and infection prevention and services, from 2002 to 2012. Senior Leadership Roles: Mr. Fritze served in roles with increasing leadership responsibility before retiring as Chief Financial Officer at Ecolab, Inc., including as Senior Vice President of Finance from 2001 to 2002, Vice President and Controller from 1998 to 2001, Vice President and Treasurer, from 1995 to 1998, including a period of also serving as Acting Chief Information Officer, and Vice President and Controller of Ecolab’s largest division, Ecolab U.S. Institutional Division, from 1989 to 1995. Qualifications and Experience: Mr. Fritze contributes public company accounting, finance, and financial reporting expertise from his service as Chief Financial Officer of Ecolab, as well as executive leadership experience gained over 32 years of service to Ecolab in a variety of roles. In these positions, Mr. Fritze’s duties included responsibility for the control environment, accounting function, decision support analytics, and public company financial disclosures. Mr. Fritze also had accountability for information technology, investor relations, treasury, tax, global shared services and Global Lean Six Sigma. The Board benefits from Mr. Fritze’s extensive experience with all aspects of public company financial reporting, control environment of a diverse global business and management of information technology systems. Mr. Fritze has also had extensive experience with mergers and acquisitions. | | | Director Since: 2013 Age at the time of the Annual Meeting: 70 Board Committees: •Audit (Chair) •Corporate Governance Other Board Service: •Mortenson Construction, Inc. (2014-2022) (Audit Committee, Chair) • St. Paul and Minnesota Foundation (2013-2021) (Audit and Finance Chair) | |

  8. Proxy Statement Questions and Answers

    | | | DR. KATHRYN O. JOHNSON | | | | Hill City, South Dakota Senior Geochemist at Barr Engineering since 2021, where she serves as a project manager and consultant on a part-time basis, with a focus on environmental investigation, assessment, compliance and permitting. Senior Leadership Roles: Prior to assuming her current role with Barr Engineering, Dr. Johnson owned and was the Principal of Johnson Environmental Concepts from 1990 through May 2021. In this role, she specialized in applying geochemistry to resource development in the mining industry and remediation of legacy contamination of soil and water. She is a principal in DTH, LLC, and other real estate development businesses in South Dakota and has served in these capacities since 1990. From 2017 to 2021, Dr. Johnson served on the Pennington County Planning Commission, which deals with land use issues of permitting, platting and zoning. In 2019 to 2021, she served on the South Dakota Board of Water and Natural Resources, which promotes water development projects, implements the state water plan and oversees financial assistance to communities for water and waste projects. Dr. Johnson holds a Ph.D. in Geology from the South Dakota School of Mines and Technology. Qualifications and Experience: Dr. Johnson provides a scientific approach to addressing the issues faced by Otter Tail Power Company and Otter Tail Corporation’s manufacturing companies. Through her education, expertise and experience, she provides perspective regarding environmental regulations associated with air, water, land and water management. The Board also benefits from Dr. Johnson’s working knowledge of South Dakota state government and an understanding of the communities served by Otter Tail Power Company. | | | Director Since: 2013 Age at the time of the Annual Meeting: 69 Board Committees: •Compensation and Human Capital Management •Corporate Governance Other Board Service: •Goodwill of the Great Plains •South Dakota Board of Water and Natural Resources (2019-2021) •South Dakota Board of Regents (2005-2017), President (2011) •South Dakota Board of Minerals and Environment (1995-2005) | |

  9. Proxy Statement Questions and Answers

    | | | DR. MICHAEL E. LEBEAU | | | | Bismarck, North Dakota System Vice President for the health services division of Sanford Health, one of the largest health systems in the United States. Senior Leadership Roles: As System Vice President, Dr. LeBeau is responsible for the oversight of the health services division of Sanford Health including the operations of the regions of Bemidji, Fargo, Bismarck, and Sioux Falls. In his role, Dr. LeBeau is also responsible for overseeing the Good Samaritan Society, the Virtual Hospital, as well as the management of Sanford Health’s combined service lines of excellence. Prior to being promoted to System Vice President in 2021, Dr. LeBeau served as the President and CEO of Sanford Health Bismarck, overseeing the administration of health services and the planning and implementation of operational and strategic goals for the Bismarck Region. He held that role from 2019 to 2021. Before being named as President and CEO, Dr. LeBeau served as the Vice President of Clinics for Sanford Health Bismarck, a position he held from 2014 to 2019. In this role, he served as the senior physician executive responsible for the region’s physicians and advanced practice providers. He also served as a Trustee on the Sanford Board of Trustees, the national governing body for Sanford Health. Qualifications and Experience: Dr. LeBeau contributes executive leadership and health and public policy expertise from his service at Sanford Health Bismarck. He also shares insights based on his tenure on the Sanford Health Board of Trustees and his familiarity with state and federal legislative initiatives as they impact communities in the North Dakota service territory. Dr. LeBeau is an active community leader, serving on various regional boards and collaborating with decision makers on the development of health and public policy. | | | Director Since: 2022 Age at the time of the Annual Meeting: 51 Board Committees: •Compensation and Human Capital Management •Corporate Governance Other Board Service: •Missouri Family Valley YMCA, Bismarck •University of North Dakota School of Medicine & Health Sciences •University of North Dakota Alumni Association and Foundation •Sanford Board of Trustees | |

  10. Director Compensation

    Director Compensation Director compensation is designed to attract and retain qualified, non-employee Directors and to align their interests with those of our shareholders. The Compensation and Human Capital Management Committee periodically reviews compensation practices for non-employee Directors to ensure that Director compensation remains competitive with market practices and commensurate to the responsibilities undertaken by our Directors. In 2022, a market analysis was conducted by the Committee’s compensation consultant, WTW, using data from the National Association of Corporate Directors and the Peer Group. ANNUAL RETAINERS For 2023, retainers for non-employee Directors and the Chairman were increased to align with competitive market practice: •Non-employee Directors, except the Chairman, receive an annual retainer that was increased from $76,000 to $80,000. •The Chairman receives an annual retainer that was increased from $144,000 to $148,000. •Each Committee chair currently receives an additional retainer of $15,000 per year, except that the Audit Committee Chair’s retainer is $21,000. Directors do not receive a meeting fee for attending Board or standing committee meetings. As an executive officer of Otter Tail Corporation, Mr. MacFarlane does not receive non-employee Director compensation for his service as a member of the Board of Directors. Non-employee Directors may elect to receive their annual retainers in the form of cash, stock or a combination of both. Cash retainers are paid monthly, whereas stock retainers are delivered quarterly. RESTRICTED STOCK GRANTS Each non-employee Director receives an annual grant of restricted stock with an approximate value that was increased from $95,000 to $110,000 for 2023. The restricted stock is granted under the terms of the 2023 Stock Incentive Plan on the date of the Annual Meeting. Each non-employee Director receives an additional grant of restricted stock with an approximate value of $10,500 for each standing committee on which they serve, and the Chairman receives an additional grant of restricted stock with an approximate value of $26,500. All shares of restricted stock awarded to non-employee Directors are eligible for full dividend and voting rights and vest over a period of three years at the rate of 33.3% per year. DEFERRED COMPENSATION PLAN Non-employee Directors may elect to defer the receipt of all or part of their cash compensation pursuant to the Otter Tail Corporation Deferred Compensation Plan for Directors. The deferral may be in the form of cash or restricted stock units. Cash deferrals receive interest at a rate equal to 1% over the prime commercial rate of U.S. Bank National Association. Deferrals in the form of restricted stock units are credited quarterly with dividend equivalents equal to the dividend rate on Otter Tail Corporation’s common shares, and the deferred amount is paid out in common shares. STOCK OWNERSHIP GUIDELINE Otter Tail Corporation has established a stock ownership guideline for non-employee Directors, who are expected to hold Otter Tail Corporation stock equal to five times the value of the non-Chairman annual retainer ($400,000) to be achieved within five years of beginning service on the Board of Directors. All existing non-employee Directors either meet the expectation or are within the five-year period provided to reach the prescribed amount.

  11. Director Compensation

    | Director Compensation | Table of Contents |

  12. Director Compensation

    DIRECTOR COMPENSATION TABLE The following table provides summary compensation information for each non-employee Director for the year ending December 31, 2023:

  13. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)1 | Stock Awards ($)2, 3 | Total ($) | | Karen M. Bohn | 94,000 | 139,384 | 233,384 | | Jeanne H. Crain | 79,000 | 139,384 | 218,384 | | John D. Erickson | 79,000 | 117,376 | 196,376 | | Steven L. Fritze | 100,000 | 139,384 | 239,384 | | Kathryn O. Johnson | 79,000 | 139,384 | 218,384 | | Michael E. LeBeau | 79,000 | 139,384 | 218,384 | | Mary E. Ludford | 79,000 | 139,384 | 218,384 | | Nathan I. Partain | 147,000 | 146,720 | 293,720 | | James B. Stake 4 | 30,333 | — | 30,333 | | Thomas J. Webb | 90,250 | 139,384 | 229,634 |

  14. Director Compensation

    (1)Includes the aggregate dollar amount of all retainers earned or paid in cash for services as a Director (both paid and deferred) including annual retainer and chair retainers. (2)Represents the aggregate grant-date fair value of restricted stock awards granted to non-employee Directors in 2023 computed in accordance with Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC") Topic 718, Compensation Stock-Compensation. (3)The number of shares of restricted stock held by each Director at fiscal year-end is as follows: Ms. Bohn, 3,967; Ms. Crain, 1,900; Mr. Erickson, 3,299; Mr. Fritze, 3,967; Dr. Johnson, 3,967; Dr. LeBeau, 3,967; Ms. Ludford 1,900; Mr. Partain, 4,199;and Mr. Webb, 3,967. (4)Mr. Stake retired from the Company’s Board of Directors effective April 17, 2023, after electing not to stand for re-election.

  15. Compensation Discussion and Analysis

    MARKET CONDITIONS AND PEER GROUP The Compensation and Human Capital Management Committee retains a compensation consultant to provide market-based compensation data in connection with its consideration of the compensation of the executive officers. The Compensation and Human Capital Management Committee has retained WTW as its compensation consultant to assess the competitiveness of the compensation provided to executive officers of Otter Tail Corporation taking into consideration current market conditions. The Compensation and Human Capital Management Committee, with WTW assistance, uses this market-based compensation data to compare the compensation provided to the executive officers in the areas of total remuneration, annual incentive and long-term incentive. This information is also used in evaluating other components of executive compensation and practices, including incentive metrics, stock ownership guidelines and compensation policy matters. The analysis compares both the structure of compensation and the amount of compensation provided to each of the executive officer positions. The Compensation and Human Capital Management Committee, in consultation with WTW, used data from the prior year’s study which included published survey data (including the 2022 Willis Towers Watson Energy Services Survey, the 2022 Mercer Executive Survey – Energy Sector, the 2022 Mercer General Industry Survey and the 2022 Willis Towers Watson General Industry Survey) as the primary benchmark to evaluate 2023 executive compensation levels, with Peer Group data used as reference for validation of the survey data. WTW found that the compensation structure continues to be in-line with market practice. WTW created a peer group of publicly traded utility, manufacturing and distribution companies of comparable size, heavily weighted to electric utilities to reflect the relative size of Otter Tail Corporation’s operating companies and taking into account other considerations that WTW deemed relevant such as geographic location (the “Peer Group”). The Peer Group is reviewed annually by the Compensation and Human Capital Management Committee and changes, if necessary, are made to it. The 2023 Peer Group consisted of the following companies:

  16. Annual Cash Incentive

    Annual Cash Incentive The Otter Tail Corporation Executive Annual Incentive Plan provides annual cash incentives to the executive officers for achieving annual performance targets for Otter Tail Corporation and its two platforms, the Electric Platform, and the Manufacturing Platform, depending on the executive officer’s position and responsibilities. The annual cash incentive is designed to place a significant portion of each executive officer’s annual cash compensation “at risk” depending upon the financial and workplace safety performance of Otter Tail Corporation for that year and on the executive officer’s individual performance. The financial targets are aligned with the annual budget approved by the Board of Directors. The target annual cash incentive for each executive officer is measured as a percentage of the annualized base amount paid to participants as of December 31, ranging from 50% to 100% of base pay. The target for annual cash incentive is set with reference to the market data for similar jobs in the utility and general industry sectors as determined by the published survey data, with Peer Group data used as reference for validation of the survey data.

  17. Annual Cash Incentive - Financial Performance

    Annual Cash Incentive - Financial Performance The Compensation and Human Capital Management Committee sets threshold and maximum performance goals in addition to the target performance goals for the financial measures to incent the executive officers to strive for the best possible performance in a difficult year and a maximum performance level to reward exceptional performance. The annual cash incentive for these financial measures is capped at 200% of target.

  18. Annual Cash Incentive - Individual Performance

    Annual Cash Incentive - Individual Performance Annual cash incentives paid to each of the Named Executive Officers are based in part upon the achievement of individual goals established at the beginning of the year, and individual performance as determined by the Chief Executive Officer, subject to approval by the Compensation and Human Capital Management Committee and ratification by the independent members of the Board of Directors, for each Named Executive Officer except for the Chief Executive Officer, whose bonus was determined using the same criteria by the Compensation and Human Capital Management Committee, subject to ratification by the independent members of the Board of Directors.

  19. Annual Cash Incentive - Individual Performance

    | Table of Contents | Compensation Discussion and Analysis |

  20. Annual Cash Incentive - Safety

    Annual Cash Incentive - Safety As noted above, the Executive Annual Incentive Plan includes a non-financial measure for workplace safety. One of Otter Tail Corporation’s five core values is safety. Otter Tail Corporation strives to provide safe workplaces and requires safe work practices throughout its businesses. The Compensation and Human Capital Management Committee believes that management’s commitment to workplace safety is critical to achieving Otter Tail Corporation’s goals regarding workplace safety. The annual cash incentive for the safety measure is paid at 100% of target once the goal for that measure is met or exceeded. Payout for achievement of the safety goal is 10% of the target annual cash incentive.

  21. Annual Cash Incentive - DEI and Environmental

    Annual Cash Incentive - DEI and Environmental In 2023, incentives for exceeding Diversity, Equity and Inclusion (“DEI”) and Environmental goals were added to the Executive Annual Incentive Plan. Otter Tail Corporation expects, and is committed to, diversity, equity and inclusion as part of who we are, what we value, and how we achieve individual, business and community success. For environmental goals, our electric utility is committed to providing increasingly clean energy while maintaining reliable and affordable electric service to meet the needs and expectations of its customers. The annual cash incentive for each DEI and environmental measure is paid on a sliding scale and increases incrementally from 0% at target performance to 100% at maximum performance. Payouts for DEI and environmental performance are each capped at 5% of the target annual cash incentive. Annual cash incentive for combined financial, non-financial and individual performance measures is capped at 200% of target annual cash incentive.

  22. Annual Cash Incentive - 2023 Outcomes

    Annual Cash Incentive - 2023 Outcomes For 2023 the financial measures for the Executive Annual Incentive Plan were: •Corporate Earnings per Share; •Corporate Return on Equity; •Electric Platform Net Income; •Electric Platform Return on Equity; and •Manufacturing Platform Net Income. These are financial measures that Otter Tail Corporation uses to compare results of operations from period to period for compensation purposes. In determining whether a financial measure has been met for the year, actual performance for each measure on a U.S. generally accepted accounting principles (“GAAP”) basis may be adjusted by the following items: (1) unusual, extraordinary or nonrecurring events; (2) changes in applicable accounting rules or principles or in the Corporation’s methods of accounting; (3) results of discontinued operations; (4) asset write downs; (5) litigation or claim judgments or settlements; (6) changes in tax law affecting reported results; (7) severance, contract termination and other costs related to exiting business activities; (8) acquisitions; (9) gains or losses from the disposition of businesses or assets; (10) gains or losses from the early extinguishment of debt; and (11) other publicly identified one-time items. The Compensation and Human Capital Management Committee may exercise discretion and decline to make an adjustment for one or more of these items whether the exercise of that discretion reduces or increases the payout. In 2023, there were no adjustments to GAAP results for purposes of determining awards under the Executive Annual Incentive Plan. Safety is measured against the weighted average case rate for the industries in which Otter Tail Corporation and its subsidiaries operate. Subject to the Compensation and Human Capital Management Committee discretion, the incentive for safety is paid if the weighted average composite case rate of Otter Tail Corporation and its subsidiaries for the year is less than the weighted average composite case rate for the past three years for the industries in which Otter Tail Corporation and its subsidiaries operate. DEI has three equally-weighted measures, with separate goals for Electric and Manufacturing and a weighted average goal for Corporate: •Diverse Slate: % of posted salaried positions that used a diverse slate of interviewed candidates •Diversity Training: % of employees receiving education and training on DEI topics •DEIB Index: % favorability score from multi-item employee survey on Diversity, Equity, Inclusion and Belonging Index DEI annual cash incentive is paid on a sliding scale only once target goals for these measures have been exceeded, with 0% paid for target performance and 100% maximum performance.

  23. Annual Cash Incentive - 2023 Outcomes

    | Compensation Discussion and Analysis | Table of Contents |

  24. Annual Cash Incentive - 2023 Outcomes

    Environmental has two measures, which are weighted differently depending on the Named Executive Officer role: •Renewable Generation: megawatt hours of renewable generation produced from Otter Tail Power Company-owned and contracted renewable resources. This is weighted 50% of the environmental target annual cash incentive for Mr. MacFarlane, Mr. Moug and Ms. Smestad, and 80% for Mr. Rogelstad. The renewable generation annual cash incentive is paid on a sliding scale only once the target goal for this measure has been exceeded, with 0% paid for target performance and 100% for maximum performance. •Scope Emissions Inventory & Measurement: a complete inventory and measurement of Scope 1 and 2 emissions. This is weighted 50% of the environmental target annual cash incentive for Mr. MacFarlane, Mr. Moug and Ms. Smestad, 20% for Mr. Rogelstad and 100% for Mr. Abbott. The scope emissions annual cash incentive is paid 50% upon completion of Scope 1 inventory and measurement and 50% upon completion of Scope 2 inventory and measurement. The following tables show weighting of financial, non-financial and individual performance goals for each Named Executive Officer’s annual cash incentive for 2023, actual performance against each goal and actual payout for each goal as a percentage of target. Amounts of actual payouts may be found in the Summary Compensation Table, under the heading “Non-Equity Incentive Plan Compensation,” for the financial and non-financial goals and under the heading “Bonus,” for the individual performance goals.

  25. Annual Cash Incentive - 2023 Outcomes

    | | Target Award as % of Salary | Weighting | | | | | | | | | | | | Corporate EPS1 | Corporate ROE2 | Electric NI3 | Electric ROE4 | Manuf. NI5 | Indiv. Perform.6 | ESG: Safety/DEI/Environmental | | | | Executive | | | | | | | | Corporate | Electric | Manuf. | | Charles S. MacFarlane | 100% | 40% | 40% | | | | 10% | 10% | | | | Kevin G. Moug | 55% | 40% | 40% | | | | 10% | 10% | | | | Timothy J. Rogelstad | 60% | 20% | | 25% | 25% | | 20% | | 10% | | | John S. Abbott | 60% | 30% | | | | 40% | 20% | | | 10% | | Jennifer O. Smestad | 50% | 35% | 35% | | | | 20% | 10% | | |

  26. Annual Cash Incentive - 2023 Outcomes

    | | Performance Goals vs. Actual Performance | | | | | | Ind. Perf. Payout 6 | | Performance Levels | Payout Range as % of Target | Corporate EPS1 | Corporate ROE2 | Electric NI3 | Electric ROE4 | Manuf. NI5 | | | Maximum | 200% | $4.21 | 14.50% | $89,900 | 10.10% | $101,500 | 200% | | Target | 100% | $3.91 | 13.00% | $84,800 | 9.10% | $89,000 | 100% | | Threshold | 50% | $3.61 | 11.50% | $79,700 | 8.10% | $76,500 | —% | | 2023 Actual | | $7.00 | 22.11% | $84,424 | 8.95% | $209,190 | 174% | | 2023 Actual Payout as % of Target | | 200% | 200% | 96% | 92% | 200% | 174% |

  27. Annual Cash Incentive - 2023 Outcomes

    | Table of Contents | Compensation Discussion and Analysis |

  28. Annual Cash Incentive - 2023 Outcomes

    | | ESG | | | | | | | | | | | | | Safety Goals7 vs. Actual Performance (Payout 0% or 100%) | | | DEI Goals8 vs. Actual Performance (Payout 0% to 100%) | | | Environmental Goals9 vs. Actual Performance (Payout 0% to 100%) | | | | Performance Levels | Payout Range % | Corp. | Electric | Manuf. | Corp. | Electric | Manuf. | Corp. | Electric | Manuf. | | Maximum | 100% | 100% | 100% | 100% | 100% | 100% | 100% | 100% | 100% | 100% | | Target | 100% | 100% | 100% | 100% | —% | —% | —% | —% | —% | —% | | Threshold | —% | —% | —% | —% | —% | —% | —% | —% | —% | —% | | 2023 Actual Payout % of Maximum | | 100% | 100% | 100% | 33% | 33% | 79% | 50% | 20% | 100% |

  29. Annual Cash Incentive - 2023 Outcomes

    (1)Corporate Earnings Per Share. A weighted percentage of each Named Executive Officer’s annual cash incentive depends on Corporate Earnings Per Share. Each Named Executive Officer receives the target payout if Otter Tail Corporation achieves the targeted Corporate Earnings Per Share. The target award amount is reduced incrementally for performance below the target to the threshold and increased incrementally for performance above the target to the maximum. The Corporate Earnings Per Share exceeded the maximum level in 2023. Payout was at 200% of target. (2)Corporate Return on Equity. A weighted percentage of the annual cash incentive for Mr. MacFarlane, Mr. Moug and Ms. Smestad depends on Corporate Return on Equity. They receive the target payout if Otter Tail Corporation achieves the targeted Corporate Return on Equity. The target award amount is reduced for performance below the target and increased for performance above the target. The Corporate Return on Equity exceeded the maximum level in 2023. Payout was 200% of target. (3)Electric Platform Net Income. A weighted percentage of the annual cash incentive for Mr. Rogelstad depends on Electric Platform Net Income. He receives the target payout if the Electric Platform achieves its targeted Net Income. The target award amount is reduced for performance below target and increased for performance above the target. The Electric Platform Net Income exceeded the threshold level in 2023. Payout was 96%% of target. (4)Electric Platform Return on Equity. A weighted percentage of the annual cash incentive for Mr. Rogelstad depends on Electric Platform Return on Equity. He receives the target payout if the Electric Platform achieves its targeted Return on Equity. The target award amount is reduced for performance below target and increased for performance above the target. The Electric Platform Return on Equity exceeded the threshold level for 2023. Payout was 92% of target. (5)Manufacturing Platform Net Income. A weighted percentage of the annual cash incentive for Mr. Abbott depends on Manufacturing Platform Net Income. He receives the target payout if the Manufacturing Platform achieves its targeted Net Income. The target award amount is reduced for performance below target and increased for performance above the target. The Manufacturing Platform Net Income exceeded the maximum level for 2023. Payout was 200% of target. (6)Individual Performance. Each Named Executive Officer receives a weighted percentage of the annual cash incentive based upon individual performance. The actual amount of the award will be determined by the Chief Executive Officer, who may award up to 200% of the target amount, and the award is subject to approval by the Compensation and Human Capital Management Committee and ratification by the independent members of the Board of Directors. The Chief Executive Officer’s individual performance award is determined by the Compensation and Human Capital Management Committee, subject to ratification by the independent members of the Board of Directors. Payout based on individual performance averaged 174% of target for the Named Executive Officers in 2023. (7)Safety Incentive. Each Named Executive Officer receives 10% of the total target annual cash incentive if Otter Tail Corporation (Mr. MacFarlane, Mr. Moug and Ms. Smestad), the Electric Platform (Mr. Rogelstad) and the Manufacturing Platform (Mr. Abbott) achieve their respective targets for workplace safety. If the target is not met, the payout is 0%, if the target is exceeded, the maximum payout is 10%, The maximum incentive is 10%, The safety target was met by Corporate, and the Electric and Manufacturing Platforms in 2023 and payout was at 100% of target. (8)DEI incentive. Each Named Executive Officer receives 0% of the total target annual cash incentive if Otter Tail Corporation (Mr. MacFarlane, Mr. Moug and Ms. Smestad), the Electric Platform (Mr. Rogelstad) and the Manufacturing Platform (Mr. Abbott) do not exceed their respective target goals for DEI measures. Payouts are on a sliding scale and increase incrementally for performance above the target to the maximum 5% of the total target annual cash incentive. The Corporate DEI performance exceeded the target goals for the Diversity Training measure in 2023 and payout was at 33% of maximum.The Electric Platform DEI performance exceeded the target goals for the Diversity Training measure in 2023 and payout was at 33% of maximum. The Manufacturing DEI performance exceeded the target goals for the Diverse Slate, Diversity Training, and DEIB Index measures in 2023 and payout was at 79% of maximum. (9)Environmental Incentive. Each Named Executive Officer receives 0% of the total target annual cash incentive if Otter Tail Corporation (Mr. MacFarlane, Mr. Moug and Ms. Smestad), the Electric Platform (Mr. Rogelstad) and the Manufacturing Platform (Mr. Abbott) do not exceed target goals for environmental measures. For renewable generation, payouts are on a sliding scale and increase incrementally for performance above the target to the maximum 5% of the total target annual cash incentive. Environmental performance exceeded the target goals for the Scope Emissions Inventory & Measurement measure in 2023 and payout was at 50% of maximum for Corporate (Mr.MacFarlane, Mr. Moug, and Ms. Smestad), 20% of maximum for Electric (Mr. Rogelstad) and 100% of maximum for Manufacturing (Mr. Abbott).

  30. Annual Cash Incentive - 2023 Outcomes

    | Compensation Discussion and Analysis | Table of Contents |

  31. Long-Term Incentives

    Long-Term Incentives Long-term incentive compensation for executive officers consists of performance share awards and restricted stock unit awards granted by the Compensation and Human Capital Management Committee under the Otter Tail Corporation 2023 Stock Incentive Plan. The performance share awards are designed to tie the long-term incentives for the executive officers to Otter Tail Corporation stock performance and to further align the interests of the executive officers with shareholders. •50% of performance shares awarded to the Named Executive Officers vest based on Otter Tail Corporation’s relative total shareholder return as compared to the total shareholder return (“TSR”) of companies in the Edison Electric Institute Index (“EEI Index”) for the three-year period beginning on the first day of the year in which the grant is awarded. The EEI Index is chosen because it is the sector that includes Otter Tail Corporation common shares. Total shareholder return (for both Otter Tail Corporation and the Peer Group) is determined by comparing the stock price appreciation plus the value of dividends reinvested over the three-year period. There were 39 U.S. members in the index as of December 31, 2023. •50% of performance shares awarded to the Named Executive Officers vest based on achieving targets for three-year adjusted Return on Equity (“ROE”). For 2023, there was no adjustment to ROE made for calculation of performance share outcomes. If there is a year for which an adjustment to ROE is made, then, for purposes of calculation, three-year adjusted ROE is a non-GAAP measure which is equal to the average of adjusted ROE for each of the three years in the performance period. For each of those three years, adjusted ROE is equal to Otter Tail Corporation’s adjusted earnings divided by the 13-month average of total outstanding common equity using the 13 months at the end of the fiscal year. Adjustments to earnings may include: (1) unusual, extraordinary or nonrecurring events; (2) changes in applicable accounting rules or principles or in the Corporation’s methods of accounting; (3) results of discontinued operations; (4) asset write downs; (5) litigation or claim judgments or settlements; (6) changes in tax law affecting reported results; (7) severance, contract termination and other costs related to exiting business activities; (8) acquisitions; (9) gains or losses from the disposition of businesses or assets; (10) gains or losses from the early extinguishment of debt; and (11) other publicly identified one-time items. The Compensation and Human Capital Management Committee may exercise discretion and decline to make an adjustment for one or more of these items whether the exercise of that discretion reduces or increases the payout. In both cases, the number of shares vested increases linearly if the target is exceeded and decreases linearly for performance below target but above threshold. The restricted stock unit awards are also designed to align the interest of the executive officers with that of shareholders. They do so by rewarding continuity of service of the executive officers since the restricted stock unit awards vest ratably over a period of four years, and unvested restricted stock units are forfeited upon certain voluntary termination events. In addition, the value of shares awarded increases or decreases with the return provided to shareholders through stock price appreciation. In 2023, the Compensation and Human Capital Management Committee set targeted amounts for long-term incentive awards with reference to the market data for similar jobs in the utility and general industry sectors as determined by the published survey data, with Peer Group data used as reference for validation of the survey data. •For performance shares, the target number of shares for each executive officer was calculated in part by dividing the targeted value delivered for each executive officer, which is determined using a market-based compensation analysis, by an indicative grant-date fair value based on a Monte-Carlo simulation model and on the present value of the return-on-equity component (excluding dividends). This blended rate was $61.61. •For restricted stock units, the number of shares actually awarded to each executive officer was calculated by dividing the targeted value delivered for each executive officer, which is determined using a market-based compensation analysis, by the average closing per share price of Otter Tail Corporation common shares during the 20 trading days following January 1, 2023, which was determined to be $64.67.

  32. Long-Term Incentives

    | Table of Contents | Compensation Discussion and Analysis |

  33. Long-Term Incentive Awards - 2023 Performance Share Grants

    Long-Term Incentive Awards - 2023 Performance Share Grants The Compensation and Human Capital Management Committee approved, and the independent members of the Board of Directors ratified the grants of performance shares on February 7, 2023. The performance shares are presented in the Grants of Plan-Based Awards Table. The three-year performance period for these awards is from January 1, 2023 through December 31, 2025. The actual payment of common shares may range from 0% to 150% of the target amount and will be paid in 2026.

  34. Long-Term Incentive Awards - 2023 Performance Share Grants

    | 2023 Long-Term Incentive Award – TSR | | <Threshold | Threshold | Target | Maximum | | Performance Goal – | Three-Year TSR performance relative to peer group | <25th percentile | 25th percentile | 50th percentile | 75th percentile or greater | | Payment Levels – | % of target shares | 0% | 25% | 50% | 75% |

  35. Long-Term Incentive Awards - 2023 Performance Share Grants

    | 2023 Long-Term Incentive Award – Adjusted ROE | | <Threshold | Threshold | Target | Maximum | | Performance Goal – | Three-Year Adjusted ROE | <9.50% | 9.25% | 11.25 | 13.25 | | Payment Levels – | % of target shares | 0% | 25% | 50% | 75% |

  36. Long-Term Incentive Awards - 2023 Performance Share Grants

    For 50% of the performance shares granted, the target amount will be paid if the total shareholder return for Otter Tail Corporation is at the 50th percentile of the total shareholder returns of the companies that comprise the EEI Index over the three-year period or if the executive retires (Mr. Moug only). The threshold performance level is set at the 25th percentile of the total shareholder return and the maximum performance level is set at the 75th percentile of the total shareholder return. Payment is capped at the target amount should total shareholder return be negative. Otter Tail Corporation believes the target is appropriate as it indicates performance consistent with the sector over the three-year performance period. Stronger-than-sector performance is awarded with additional shares. Weaker-than-sector performance is penalized, with the executive officers receiving fewer or no shares. The performance shares, to the extent they become payable, are paid in common shares of Otter Tail Corporation. Whether the remaining 50% of the performance shares granted become payable will be based upon the three-year adjusted ROE of Otter Tail Corporation as compared to the established target. The target is established by the Compensation and Human Capital Management Committee based on an evaluation of prior years’ annual adjusted ROE, Otter Tail Power Company authorized return on equity and EEI Index and regional peer utility return on equity history and trend. The actual payment of common shares may range from 0% to 150% of the target amount and will be paid in 2026. The target amount will be paid if the three-year adjusted ROE for Otter Tail Corporation is at the target performance (12.50%) or if the executive retires (Mr. Moug only). The threshold performance level is set at 10.50% and the maximum performance level is set at 14.00%. Otter Tail Corporation believes the target is appropriate as it indicates performance that is above the median return on equity performance in our industry. Stronger-than-target performance is rewarded with additional shares. Weaker-than-target performance is penalized with the executive officers receiving fewer or no shares. The performance shares, to the extent they become payable, are paid in common shares of Otter Tail Corporation.

  37. Long-Term Incentive Awards - 2023 Performance Share Grants

    | Compensation Discussion and Analysis | Table of Contents |

  38. Long-Term Incentives - 2021-2023 Performance Share Outcomes

    Long-Term Incentives - 2021-2023 Performance Share Outcomes The table below summarizes the goals for three-year TSR, and three-year adjusted ROE, established for the performance shares granted in 2021, with a performance period from January 1, 2021 through December 31, 2023, and the combined payout. Three-year TSR relative to peers exceeded the maximum performance level, with the Corporation’s three-year TSR of 110% at the 100th percentile of the EEI peer group, whose median three-year TSR was 12.65%. Three-year average ROE was 22.28% which was above the maximum and the resulting combined payout was at the maximum. There was no adjustment to ROE made for calculation of performance share outcomes.

  39. Long-Term Incentives - 2021-2023 Performance Share Outcomes

    | Three-Year TSR - Percentile Rank vs. EEI Index | | Three-Year Adjusted ROE | | Combined % Payout | | Threshold | 25.00% | Threshold | 9.00% | | | Target | 50.00% | Target | 10.50% | | | Maximum | 75.00% | Maximum | 11.50% | | | Actual | 100.00% | Actual | 22.28% | | | % Weighting for 2021-2023 Award | 50.00% | % Weighting for 2021-2023 Award | 50.00% | | | Weighted Payout % | 75.00% | Weighted Payout % | 75.00% | 150.00% |

  40. 2023 Long-Term Incentive Awards - Restricted Stock Unit Grants

    2023 Long-Term Incentive Awards - Restricted Stock Unit Grants The Compensation and Human Capital Management Committee approved, and the independent members of the Board of Directors ratified, the grants of restricted stock units on February 7, 2023. The restricted stock units are presented in the Grants of Plan-Based Awards Table. The units vest at a rate of 25% per year over a four-year period with the first quarter vesting on February 7, 2024, and the remaining quarters on the same date in 2025, 2026 and 2027. They vest in full upon retirement except that, if Mr. MacFarlane, Mr. Rogelstad, Mr. Abbott or Ms. Smestad retires on or before June 30 of the calendar year that includes the grant date, the shares vested will be prorated according to the number of months worked in the year of grant divided by 12. Following the grant date, the executive officers receive cash payments equal to the amount of cash dividends that would have been paid if shares had been issued instead of restricted stock units, subject to forfeiture in certain circumstances.

  41. Severance Benefits

    Severance Benefits Otter Tail Corporation has entered into change-in-control severance agreements with each of the executive officers, which provide financial protection in the event of a change in control that disrupts the executive officer’s career. These agreements are designed to attract and retain high caliber executive officers, recognizing that change-in-control protections are commonly provided at comparable companies with which Otter Tail Corporation competes for executive talent. In addition, the change-in-control protections will enhance the impartiality and objectivity of the executive officers in the event of a change in control situation and better ensure that shareholder interests are protected. The protections contained in the change-in-control agreements provide for a “double trigger,” which means that there must be both a change in control and a termination of employment for the provisions to apply. A more complete description of the change-in-control agreements may be found under “Potential Payments upon Termination or Change in Control.” Otter Tail Corporation also provides severance benefits to executive officers upon termination from employment under certain circumstances not involving a change in control pursuant to employment agreements or, in lieu of such agreements, an Executive Severance Plan adopted in February 2015. The employment agreements and the Executive Severance Plan are more fully described under “Potential Payments upon Termination or Change in Control.”

  42. Severance Benefits

    | Table of Contents | Compensation Discussion and Analysis |

  43. Severance Benefits

    EXECUTIVE COMPENSATION POLICIES

  44. Compensation Policies and Risk

    Compensation Policies and Risk Otter Tail Corporation believes that its compensation policies and practices for its employees are such that they do not create risk that is reasonably likely to have a material adverse effect on Otter Tail Corporation. As described in this Proxy Statement, the Named Executive Officers of Otter Tail Corporation are paid two forms of incentive compensation. Annual incentives are measured against financial measures (corporate earnings per share, corporate ROE, platform net income, platform ROE), non-financial measures (workplace safety, DEI, environmental) and individual performance. These measures are transparent, subject to review and the Incentive Compensation Recovery Policy, and can be verified by audit. Only a portion of annual incentive, individual performance, is discretionary. Otter Tail Corporation’s long-term incentives are based upon total shareholder return and three-year adjusted ROE and are transparent and subject to review and the Incentive Compensation Recovery Policy. Otter Tail Corporation believes there is little room for manipulation and a relatively low level of risk. To the extent that incentive compensation is used for other employees at Otter Tail Corporation, consistent practices are followed. Otter Tail Corporation’s employee compensation policies and practices, including those that apply to our executive officers, were reviewed and discussed first by the executive team, including its Vice President of Human Resources, and then by the Compensation and Human Capital Management Committee and the Board of Directors.

  45. Executive Compensation

    | Name & Principal Position | Year | Salary ($) | Bonus ($)1 | Stock Awards ($)2 | Non-Equity Incentive Plan Compensation ($)3 | Change in Pension Value & Non-Qualified Deferred Compensation Earnings ($)4 | All Other Compensation ($)5 | Total ($) | | Charles S. MacFarlane President and Chief Executive Officer | 2023 | 806,000 | 141,050 | 2,605,539 | 1,403,783 | 151,969 | 715,385 | 5,823,726 | | | 2022 | 775,000 | 147,252 | 2,130,247 | 1,317,500 | — | 689,579 | 5,059,578 | | | 2021 | 750,000 | 142,500 | 1,998,568 | 1,275,000 | — | 566,183 | 4,732,251 | | Kevin G. Moug Sr. Vice President and Chief Financial Officer | 2023 | 520,000 | 51,480 | 594,920 | 498,118 | 80,732 | 9,271 | 1,754,521 | | | 2022 | 500,000 | 44,002 | 544,272 | 467,500 | — | 9,541 | 1,565,315 | | | 2021 | 485,000 | 42,680 | 544,101 | 453,475 | 547,238 | 8,917 | 2,081,411 | | Timothy J. Rogelstad Sr. Vice President, Electric Platform; President, Otter Tail Power Company | 2023 | 434,000 | 88,536 | 461,358 | 259,922 | 162,477 | 229,607 | 1,635,900 | | | 2022 | 417,000 | 100,082 | 389,414 | 274,856 | — | 182,459 | 1,363,811 | | | 2021 | 405,000 | 89,919 | 399,714 | 165,585 | — | 98,900 | 1,159,118 | | John S. Abbott Sr. Vice President, Manufacturing Platform; President, Varistar Corporation | 2023 | 434,000 | 91,140 | 461,358 | 413,864 | — | 86,162 | 1,486,524 | | | 2022 | 409,000 | 93,254 | 389,414 | 368,100 | — | 82,007 | 1,341,775 | | | 2021 | 397,000 | 87,340 | 399,714 | 327,525 | — | 73,340 | 1,284,919 | | Jennifer O. Smestad Vice President, General Counsel and Corporate Secretary | 2023 | 401,000 | 68,170 | 330,465 | 309,106 | 112,423 | 59,436 | 1,280,600 | | | 2022 | 382,000 | 66,852 | 272,441 | 286,500 | — | 62,275 | 1,070,068 | | | 2021 | 371,000 | 64,925 | 279,376 | 278,250 | 78,423 | 49,941 | 1,121,915 |

  46. Pay Versus Performance

    Pay Versus Performance Included in the table below is the annual compensation paid to our executives and our financial performance for each of the four previous fiscal years.

  47. Pay Versus Performance

    | Year | Summary Compensation Table Total for Principal Executive Officer ($)1 | Compensation Actually Paid to Principal Executive Officer ($) | Average Summary Compensation Table Total for Other Named Executive Officers ($)2 | Average Compensation Actually Paid to Other Named Executive Officers ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($) | Return on Equity (%)4 | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)3 | | | | 2023 | 5,823,726 | 12,139,244 | 1,539,386 | 2,547,959 | 185.62 | 108.77 | 294,191,000 | 22.1 | | 2022 | 5,059,578 | 3,652,983 | 1,335,242 | 1,144,432 | 125.37 | 119.84 | 284,184,000 | 25.6 | | 2021 | 4,732,251 | 11,072,828 | 1,411,841 | 2,541,313 | 147.06 | 118.27 | 176,769,000 | 19.2 | | 2020 | 5,126,043 | 3,543,984 | 1,509,111 | 1,080,294 | 85.52 | 97.30 | 95,851,000 | 11.6 |

  48. Pay Versus Performance

    (1)For the years 2020-2023, this is the total compensation, as depicted in the Summary Compensation Table above, for CEO Mr. MacFarlane, our Principal Executive Officer. (2)For the years 2020-2023, this is the average total compensation, as depicted in the Summary Compensation Table above, for the following executives, Mr. Moug, Sr. Vice President and Chief Financial Officer; Mr. Rogelstad, Sr. Vice President, Electric Platform, President, Electric Platform; Mr. Abbott, Sr. Vice President, Manufacturing Platform, President, Varistar Corporation; and Ms. Smestad, Vice President, General Counsel and Corporate Secretary. (3)Our TSR assumes the investment of $100 in our common stock on the last trading day before the earliest fiscal year in the above table through and including the end of the fiscal year for which TSR is depicted, and reinvestment of all dividends during such period. Peer group TSR is based on the weighted-average TSR of the 38 companies included in the EEI Index, excluding Otter Tail Corporation, weighted on the basis of market capitalization at the beginning of each period. (4)Return on equity is equal to Otter Tail Corporation’s annual net income divided by the 13-month average of total outstanding common equity using the 13 months ending at the end of the fiscal year.

  49. Pay Versus Performance

    | Table of Contents | Executive Compensation |

  50. Pay Versus Performance

    To calculate “compensation actually paid” to the Chief Executive Officer and the average “compensation actually paid” to the other Named Executive Officers, the following amounts were deducted from and added to total compensation, as depicted in the Summary Compensation Table:

  51. Pay Versus Performance

    | | Summary Compensation Total ($) | Deductions | | Additions | | | | | Compensation Actually Paid ($) | | Year | | Amounts Reported in the Summary Compensation Table for Stock Awards ($) | Aggregate Change in Value of Accumulated Benefits Under Pension Plan and ESSRP ($) | Value of Service Cost Attributable to the Executive Under the Pension Plan and ESSRP ($) | Value of Stock Awards Granted During the Year, Outstanding and Unvested at Year-End ($) | Change in Value of Stock Awards Granted in Any Prior Year, Outstanding and Unvested at Year-End ($) | Value of Stock Awards Granted and Vested in the Same Year(1) ($) | Change in Value of Stock Awards Granted in Any Prior Year, Vested During the Year ($) | | | Principal Executive Officer | | | | | | | | | | | 2023 | 5,823,726 | (2,605,539) | (151,969) | 51,487 | 4,610,328 | 4,080,423 | — | 330,788 | 12,139,244 | | 2022 | 5,059,578 | (2,130,247) | — | 66,755 | 2,355,939 | (1,215,248) | — | (483,794) | 3,652,983 | | 2021 | 4,732,251 | (1,998,568) | — | 66,495 | 4,694,822 | 3,588,362 | — | (10,534) | 11,072,828 | | 2020 | 5,126,043 | (1,732,446) | (1,160,611) | 57,531 | 1,647,867 | (504,996) | — | 110,596 | 3,543,984 | | Average for Other NEOs | | | | | | | | | | | 2023 | 1,539,386 | (462,025) | (88,908) | 44,742 | 601,397 | 672,344 | 149,231 | 91,792 | 2,547,959 | | 2022 | 1,335,242 | (398,885) | — | 80,489 | 441,970 | (209,392) | — | (104,992) | 1,144,432 | | 2021 | 1,411,841 | (405,726) | (156,415) | 78,392 | 901,074 | 714,419 | — | (2,272) | 2,541,313 | | 2020 | 1,509,111 | (367,105) | (382,085) | 75,439 | 346,644 | (125,504) | — | 23,794 | 1,080,294 |

  52. Pay Versus Performance

    (1)Certain stock awards are subject to accelerated vesting at the time of an executive’s retirement. In the above table these awards are only depicted as vested if an executive retired during the year, even though an executive may have been retirement-eligible during the during the year of grant or any year depicted above. This methodology is consistent with clarifying guidance issued by the Securities and Exchange Commission in November 2023, and prior year amounts have been revised to be consistent with the current year presentation. The fair value of stock awards includes the value of both restricted stock unit awards and performance share awards. The measurement date fair value of restricted stock unit awards was determined based on the market price of the Company's common stock on the measurement date. The performance share awards include two separate components, i) a performance based component which is determined based on a ROE measure, and ii) a market based component which is determined based on a TSR measure. The measurement date fair value of the performance based component of the performance share awards was determined based upon the measurement date stock price and a discounted cash flow analysis to adjust for expected unearned dividends during the vesting period, taking into account the estimated number of shares to be granted relative to target and using a Monte Carlo fair value simulation model incorporating the assumptions outlined below.

  53. Pay Versus Performance

    | Executive Compensation | Table of Contents |

  54. Pay Versus Performance

    | Grant Year | 2018 | 2019 | | 2020 | | 2021 | | 2022 | | 2023 | | Measurement Date | 12/31/2019 | 12/31/2019 | 12/31/2020 | 12/31/2020 | 12/31/2021 | 12/31/2021 | 12/31/2022 | 12/31/2022 | 12/31/2023 | 12/31/2023 | | Risk-free interest rate | 1.59% | 1.58% | 0.10% | 0.13% | 0.39% | 0.73% | 4.73% | 4.41% | 4.79% | 4.23% | | Expected term (in years) | 3.00 | 3.00 | 3.00 | 3.00 | 3.00 | 3.00 | 3.00 | 3.00 | 3.00 | 3.00 | | Expected volatility | 20.00% | 20.00% | 58.00% | 43.00% | 21.00% | 44.00% | 32.00% | 27.00% | 35.10% | 35.10% | | Dividend yield | 2.70% | 2.70% | 3.40% | 3.40% | 3.20% | 3.20% | 2.50% | 2.50% | 2.30% | 2.30% |

  55. Pay Versus Performance

    The measurement date assumptions outlined above are different from the assumptions utilized in determining the grant date fair value in some instances. The assumptions utilized in estimating the grant date fair value of the market based component of the performance share awards for awards granted in 2018 through 2023 are outlined below.

  56. Pay Versus Performance

    | | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | | Risk-free interest rate | 2.23% | 2.52% | 1.42% | 0.18% | 1.52% | 4.15% | | Expected term (in years) | 3.00 | 3.00 | 3.00 | 3.00 | 3.00 | 3.00 | | Expected volatility | 22.00% | 21.00% | 19.00% | 32.00% | 32.00% | 34.00% | | Dividend yield | 3.20% | 3.00% | 2.80% | 3.60% | 2.90% | 2.50% |

  57. COMPENSATION ACTUALLY PAID VERSUS COMPANY PERFORMANCE

    COMPENSATION ACTUALLY PAID VERSUS COMPANY PERFORMANCE The graph below depicts the relationship between each of financial performance measures in the pay versus performance table above and compensation actually paid (“CAP”) to our CEO and, on average, to our other Named Executive Officers , for each of the four years ended December 31, 2023.

  58. COMPENSATION ACTUALLY PAID VERSUS COMPANY PERFORMANCE

    | Table of Contents | Executive Compensation |

  59. Pension Benefits

    Pension Benefits The following table summarizes the number of years of credited service and present accumulated value of the pension benefits for Mr. MacFarlane, Mr. Moug, Mr. Rogelstad and Ms. Smestad under the Otter Tail Corporation Pension Plan and ESSRP.

  60. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)1 | Payments During Last Fiscal Year ($) | | Charles S. MacFarlane | Pension Plan | 22.08 | 1,282,762 | — | | | ESSRP | 19.08 | 4,503,456 | — | | Kevin G. Moug2 | Pension Plan | 22.00 | 1,180,645 | — | | | ESSRP | 27.00 | 3,204,889 | — | | Timothy J. Rogelstad | Pension Plan | 34.50 | 1,524,197 | — | | | ESSRP | 31.50 | 1,733,908 | — | | Jennifer O. Smestad | Pension Plan | 22.00 | 868,085 | — | | | ESSRP | — | — | — |

  61. Pension Benefits

    (1)The present value of the accumulated benefit for the Pension Plan and ESSRP is calculated in accordance with FASB ASC Topic 715. See Note 10 to the consolidated financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 of Otter Tail Corporation for the policy and assumptions made in the valuation of this accumulated benefit. (2)Includes 5 years of additional credited service in the ESSRP, which results in an additional accumulated benefit at present value of $1,023,028.

  62. Pension Benefits

    | Table of Contents | Executive Compensation |

  63. Pension Benefits

    NON-QUALIFIED DEFERRED COMPENSATION The following table presents information on non-qualified deferred compensation for the Named Executive Officers.

  64. Non-Qualified Deferred Compensation1

    Non-Qualified Deferred Compensation1

  65. Non-Qualified Deferred Compensation1

    | Name | Executive Contributions in Last FY ($)2 | Registrant Contributions in Last FY ($)3 | Aggregate Earnings in Last FY ($)2 | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FYE ($) | | Charles S. MacFarlane | — | 702,920 | 1,113,680 | — | 6,656,043 | | Kevin G. Moug | 57,200 | — | 30,191 | — | 804,126 | | Timothy J. Rogelstad | 30,380 | 218,496 | 93,749 | — | 677,587 | | John S. Abbott | — | 63,609 | 204,660 | — | 1,800,126 | | Jennifer O. Smestad | 68,368 | 50,213 | 91,144 | — | 663,846 |

  66. Non-Qualified Deferred Compensation1

    (1)The terms of the deferred compensation plans are described in the CD&A. (2)The amounts reported in the Executive Contributions column are also reported as compensation to the Named Executive Officers in the Summary Compensation Table while the amounts in the Aggregate Earnings column are not. (3)The amounts reported in this column were contributed into the ERPP, whose terms are described in the Pension, ESSRP and ERPP Plans sections. The amounts reported in this column are also reported in the Summary Compensation Table. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Payments and benefits received by the Named Executive Officers upon termination is governed by the arrangements described below and quantified at the end of this section. We have estimated the amounts involved assuming that the termination became effective as of the last business day of 2023. The actual amounts to be paid out can only be determined at the time of the Named Executive Officer’s actual departure from the Corporation. Employees, including the Named Executive Officers, are entitled to payments and benefits that were earned prior to their termination, and as a result, these payments and benefits are not included in the tables below. These payments and benefits include prorated bonus, accrued PTO pay, contributions to and earnings in the Deferred Compensation Plan, Pension Plan, and ERPP contributions and earnings, and vested benefits in the Pension Plan and ESSRP.

  67. Potential Stock Award Acceleration upon Retirement

    Potential Stock Award Acceleration upon Retirement In the event of retirement (voluntary resignation at the earlier of (i) age 62 for Mr. Abbott or (ii) qualifying for normal or early retirement under other retirement plans, which is age 55 for Mr. MacFarlane, Mr. Rogelstad, and Ms. Smestad), then outstanding restricted stock units shall become immediately vested. If they retire on or before June 30 of the calendar year that includes the grant date of an award, the number of remaining unvested restricted stock units subject to that award that becomes vested shall be prorated by multiplying the remaining unvested restricted stock units then outstanding by a fraction, the numerator of which shall be the number of full months during the vesting schedule the executive was employed, and the denominator of which shall be twelve (12). If the Named Executive Officer retires after June 30 of the calendar year that includes the grant date of an award, all of the unvested restricted stock units subject to that award then outstanding shall become immediately vested without proration. Performance awards continue to vest in the event of retirement. Each Named Executive Officer shall be entitled to receive payment of outstanding performance awards as if they had remained employed for the duration of the performance period. They shall be entitled to receive payment of the performance award, if any, that becomes payable following the end of the Performance Period, prorated as follows. If they retire on or before June 30 of the calendar year that includes the grant date, the performance award shall be prorated by multiplying the performance award by a fraction, the numerator of which shall be the number of full calendar months during the performance period they were so employed, and the denominator of which shall be twelve (12). If they retire after June 30 of the calendar year that includes the grant date, any performance award that becomes payable shall not be prorated. The following table presents information regarding potential payments pursuant to the agreements described above and the 2014 and 2023 Stock Incentive Plans for each of the Named Executive Officers named below assuming the event took place on the last business day of the fiscal year, December 29, 2023.

  68. Potential Stock Award Acceleration upon Retirement

    | Table of Contents | Executive Compensation |

  69. Pay Ratio Disclosure

    Pay Ratio Disclosure Otter Tail Corporation provides fair and equitable compensation to its employees through a combination of competitive base pay, incentives, retirement plans and other benefits. We are disclosing the following pay ratio and supporting information, which compares the annual total compensation of our employees other than Mr. MacFarlane (including full-time, part-time, seasonal and temporary employees) and the annual total compensation of Mr. MacFarlane, our President and Chief Executive Officer, as required by Section 953(b) of the Dodd-Frank Act. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2023, our last completed fiscal year: •the median of the annual total compensation of all employees of Otter Tail Corporation (other than our Chief Executive Officer) was $78,781; and •the annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table included in this Proxy Statement, was $5,823,726. Based on this information, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees was 74 to 1. In order to identify the median employee upon which to base the pay ratio calculation, we: •determined that, as of December 31, 2023, our employee population consisted of approximately 2,700 individuals, all located in the United States. This population consists of our full-time, part-time, temporary and seasonal employees. •next compared the annual salary of our employees as reflected in our payroll records for December 2023, which was our measurement period. We selected the determination date and measurement period used in the calculation because they were recent periods for which employee census and compensation information are readily available. We selected annual salary as our compensation measure because it was readily available in our existing payroll systems, it was consistently calculated for each employee, and because it was a reasonable proxy for total compensation for purposes of determining the median employee. We calculated such employee’s annual total compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in that employee’s annual total compensation of $78,781. The median employee’s annual total compensation includes salary and overtime pay, as well as incentive payments, retirement plan benefits, and company matching contributions to the 401(k) Retirement Savings Plan. With respect to the Chief Executive Officer, we used the amount reported as total compensation in the Summary Compensation Table included in this Proxy Statement. Any estimates and assumptions used to calculate total annual compensation are described in footnotes to the Summary Compensation Table. ADVISORY VOTE ON EXECUTIVE COMPENSATION

  70. Pay Ratio Disclosure

    | As required pursuant to Section 14A of the Exchange Act, Otter Tail Corporation is providing its shareholders with a non-binding advisory vote on the compensation of the Named Executive Officers as described in the CD & A and the accompanying tables contained in this Proxy Statement. Otter Tail Corporation asks that you support the compensation of our Named Executive Officers as disclosed in this Proxy Statement. Because your vote is advisory, it will not be binding on the Board of Directors or Otter Tail Corporation. However, the Board of Directors will review the results of your voting and take those results into consideration when making future decisions regarding executive compensation. Otter Tail Corporation holds the vote annually. As has been described in this Proxy Statement, executive compensation at Otter Tail Corporation is heavily weighted towards pay for performance and focused on driving strong financial performance. Both annual and long-term incentives have significant performance components attached to them. The Compensation and Human Capital Management Committee has established targets that permit payment of annual and long-term incentives only to the extent that Otter Tail Corporation’s financial and safety, DEI and environmental metrics are met or exceeded. Long-term incentives are tied to Otter Tail Corporation stock performing well in the market and on strong returns on equity. Historically, in years when Otter Tail Corporation has not met its targets, the Named Executive Officers have not received annual incentives, or the amount of those incentives has been significantly reduced. Similarly, when Otter Tail Corporation’s stock has not performed well, long-term incentives have not been paid or have been reduced. Otter Tail Corporation believes it has designed compensation programs that are appropriate to attract and retain talented and dedicated key executives who are focused on Otter Tail Corporation’s performance. Otter Tail Corporation also believes that the information provided above and in this Proxy Statement demonstrates that its executive compensation programs are appropriate to ensure that the interests of the Named Executive Officers are aligned with the long-term interests of Otter Tail Corporation’s shareholders. Accordingly, Otter Tail Corporation is asking its shareholders to vote FOR the following resolution at the Annual Meeting: “RESOLVED, That the shareholders approve, on an advisory basis, the compensation of Otter Tail Corporation’s Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis section of the Proxy Statement for the 2023 Annual Meeting of Shareholders, the tabular disclosure regarding such compensation and the accompanying narrative disclosure set forth in such Proxy Statement.” | | | | BOARD VOTE The Board of Directors recommends a vote FOR adoption of the resolution approving the compensation of Otter Tail Corporation’s Named Executive Officers. Adoption of this resolution will require the affirmative vote of the majority of the common shares present in person or by proxy and entitled to vote at the Annual Meeting. |