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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 9, 2024, the Boards of Directors (Boards) of Northwest Natural Holding Company (NW Holdings) and Northwest Natural Gas Company (NW Natural) elected Raymond Kaszuba III, to the position of Senior Vice President and Chief Financial Officer of NW Holdings and NW Natural, effective August 31, 2024.
Mr. Kaszuba, 45, joins NW Holdings and NW Natural from AmeriGas, the United States’ largest propane distributor and a subsidiary of UGI Corporation, where he has been serving as Interim President since November 2023. He has been with AmeriGas since October 2022, serving as Vice President and Chief Financial Officer prior to assuming his role as Interim President. Prior to AmeriGas, Mr. Kaszuba was Vice President and Treasurer of UGI Corporation, an international distributor and marketer of energy products and services, including natural gas, liquified petroleum gas, and renewable solutions, from July 2020 to October 2022. Mr. Kaszuba’s other relevant experience includes work at Enviva, a wood pellet producer, where he was Senior Vice President, Finance and Treasurer from 2018 to 2020, and Vice President and Treasurer from 2015 to 2018. Prior to Enviva, Mr. Kaszuba served in various treasury, finance and audit roles at ExxonMobil, Allegheny Energy, and US Bank. Mr. Kaszuba holds a Bachelor of Science in Business Administration from the University of Dayton and a Master of Business Administration from the Tepper School of Business at Carnegie Mellon University.
In connection with Mr. Kaszuba’s election, the Board approved the following compensation: (i) an annual salary of $525,000; (ii) a hiring bonus of $200,000 payable on commencement of employment; (iii) a relocation cash payment of $100,000 payable on commencement of employment; (iv) an award of 7,815 Restricted Stock Units (RSUs) that will vest in three equal installments on September 1 of each of 2025, 2026, and 2027, subject to continued employment; and (v) 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. In addition, Mr. Kaszuba will be eligible to participate in the NW Natural Executive Annual Incentive Plan (EAIP) with a target payout of 60% of base salary,
pro-rated
for the start date of August 31, 2024.
The Boards of NW Holdings and NW Natural each approved entry into an Indemnity Agreement with Mr. Kaszuba in the form offered to their executive officers, and the NW Natural Board approved a Change in Control Severance Agreement in the form provided to its executive officers, with a cash payment of two times base salary and target annual bonus.
As previously reported, since July 28, 2023, Mr. Brody J. Wilson has been serving as interim Chief Financial Officer of NW Holdings and NW Natural. The Board determined that Mr. Wilson’s interim service as Chief Financial Officer concludes with Mr. Kaszuba’s appointment.
Reappointment of Vice President, Treasurer, Controller and Chief Accounting Officer
Effective August 31, 2024, the Boards of NW Holdings and NW Natural have reappointed Mr. Brody J. Wilson to the positions of Vice President, Treasurer, Controller and Chief Accounting Officer. In connection with this appointment, the Boards have approved an annual salary adjustment to $332,000 and an EAIP target adjustment to 35% of base salary. Mr. Wilson’s targeted 2,125 performance share awards and 1,148 shares of performance-based RSUs granted in February 2024 remain unchanged. The Boards additionally approved an award of 3,258 RSUs that will vest in three equal installments on September 1 of each of 2025, 2026 and 2027, subject to continued employment.
On August 9, 2024, NW Holdings issued a press release announcing the appointment of Mr. Raymond Kaszuba III to the position of Senior Vice President and Chief Financial Officer of NW Holdings. A copy of the press release is attached as Exhibit 99.1.
The information contained in this Item 7.01 and in the accompanying exhibit shall not be incorporated by reference into any filing of NW Holdings or NW Natural, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 7.01, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
