Brian Bird
BLACK HILLS CORP /SD/About Brian Bird
Brian B. Bird is slated to become Chief Executive Officer of the combined Black Hills–NorthWestern company upon closing of the all‑stock merger, succeeding Black Hills’ CEO Linden Evans; Bird has served as NorthWestern’s CEO since 2023, after roles as COO (2021–2022) and CFO (2003–2021) . Under a Chief Executive Officer Agreement effective at closing, Bird’s change‑in‑control severance protections are preserved for three years and include 2.5x cash severance (base salary + target bonus), COBRA premium reimbursement for 24 months, outplacement up to $20,000, a pro‑rata annual bonus, a 280G “cutback” (no excise tax gross‑up), and mandatory arbitration and clawback compliance . Black Hills’ executive pay construct he will inherit centers short‑term incentives on EPS (as adjusted), safety, reliability, customer experience, and human capital metrics, and long‑term incentives on relative TSR, adjusted EPS, cost metrics, and emissions goals; shareholders supported the program with 97% say‑on‑pay approval in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NorthWestern Energy Group, Inc. | President & Chief Executive Officer | 2023–2025 | Led utility through pre-merger period; designated to lead combined company post-close . |
| NorthWestern Energy Group, Inc. | Chief Operating Officer | 2021–2022 | Oversaw operations ahead of elevation to CEO . |
| NorthWestern Energy Group, Inc. | Chief Financial Officer | 2003–2021 | Guided finance for ~18 years; foundational experience for CEO role . |
| Various (energy/industrial) | Executive roles | Since 1986 | Prior experience with energy and large industrial companies (not further specified) . |
External Roles
- None disclosed in Black Hills’ SEC merger filings or proxy materials for Brian Bird .
Fixed Compensation
- Base salary and target bonus for Brian Bird at NewCo are not disclosed in filings to date; the CEO Agreement references an “Annual Incentive Bonus” defined as the target incentive under the annual plan in effect on termination .
Performance Compensation
Short‑term incentive (current Black Hills design, which Bird is expected to oversee; actual 2024 outcome shown for context)
| Metric (2024 STIP) | Weight | Target | Actual/Result | Payout vs Target | Weighted Payout |
|---|---|---|---|---|---|
| EPS from ongoing operations, as adjusted | 70.00% | $3.94 | $3.91 | 94.64% | 66.25% |
| Timeliness of Incident Reporting | 2.50% | 92% | 91.46% | 86.50% | 2.16% |
| Avg. Proactive Safety Activities/Employee | 2.50% | 5 | 6.03 | 151.50% | 3.79% |
| DART (Days Away, Restricted or Transferred) | 2.50% | 0.70 | 1.00 | 0.00% | 0.00% |
| Gas Distribution Damage (HPT) | 3.75% | 1.85 | 2.16 | 0.00% | 0.00% |
| Electric Reliability (SAIDI) | 3.75% | 64.2 | 72.3 | 53.39% | 2.00% |
| Customer Satisfaction | 3.75% | 4.25 | 4.51 | 200.00% | 7.50% |
| Customer Effort | 3.75% | 4.25 | 4.53 | 200.00% | 7.50% |
| Diverse Candidate Slates (pro/tech roles) | 7.50% | 62% | 89.33% | 200.00% | 15.00% |
| Total | 100% | — | — | — | 104.20% payout for 2024 |
Long‑term incentive (current Black Hills PSU/RSU design and recent changes)
| Plan period | Metric weighting | Notes |
|---|---|---|
| 2023–2025, 2024–2026 | 70% rTSR; 10% avg EPS (as adjusted); 10% avg cost to serve; 10% emissions reduction | rTSR payout: 25th/50th/90th percentiles for 25%/100%/200%; capped at 100% if TSR negative . |
| 2025–2027 | rTSR reduced to 40%; replaces avg cost to serve with avg cost per customer; increases RSU mix from 30% to 40% to emphasize retention | Aims to improve line-of-sight and retention amid higher business uncertainty . |
Recent PSU performance result (context for rigor)
| Metric (2022–2024 PSU) | Target | Result | Goal payout | Weight | Actual contribution |
|---|---|---|---|---|---|
| Relative TSR | 50th pct | -0.83% | 0.00% | 60% | 0.00% |
| Average EPS as adjusted | 4.287 | 3.938 | 0.00% | 20% | 0.00% |
| Average Cost to Serve | 4.37% | 45.7% | 51.61% | 20% | 10.322% |
| Total payout | — | — | — | 100% | 10.322% |
Equity Ownership & Alignment
- Ownership guidelines (officers): CEO 6x base salary; CFO 3x; other senior officers 3x; executives generally may not sell stock unless holdings exceed 110% of the guideline; most NEOs (other than the CEO) had been in role <5 years and were still progressing toward compliance as of the 2025 proxy .
- Clawback and risk policies: Mandatory compensation recovery policy consistent with SEC/NYSE for material restatements (3‑year lookback) and a supplemental discretionary recoupment policy for conduct causing significant financial or reputational harm; hedging and pledging of company stock are prohibited; pre‑clearance and blackout policies apply .
- Options: Black Hills disclosed no stock options outstanding for directors/executives as of Feb 24, 2025; equity vehicles are RSUs and PSUs .
- Merger equity treatment (insider supply dynamics at close):
- NorthWestern pre‑signing RSUs will fully vest immediately prior to the Effective Time and settle in cash within two payrolls (near‑term cash liquidity) .
- NorthWestern pre‑signing PSUs will be canceled and substituted with NewCo time‑based RSUs for the greater of target or actual performance, vesting through the original performance period (reduces performance risk; prolongs supply over time) .
- Black Hills outstanding restricted stock will vest in full at close; PSUs convert to time‑based NewCo RSUs based on greater of target/actual, with CIC treated as a trigger for certain vesting terms (broad‑based acceleration treatment decided by LDCC) .
Employment Terms
| Term | Detail |
|---|---|
| Role | CEO of combined company effective at merger closing; Evans to retire at close . |
| Protective period | Three years following Effective Time . |
| Severance multiple | Lump‑sum 2.5x (base salary + target Annual Incentive Bonus) upon Qualifying Termination during protective period . |
| Pro‑rata bonus | Lump‑sum pro‑rated annual incentive for year‑of‑termination based on plan performance through last completed month; any unmeasurable metrics deemed at 100% . |
| Health benefits | COBRA premium reimbursement for 24 months (cut off if eligible for another employer plan); alternative structure if tax issues arise . |
| Outplacement | Up to $20,000 over 12 months . |
| Good Reason | Material reduction in job responsibilities; requirement to work >50% time >50 miles from current residence; material reduction in total compensation not applied broadly to C‑suite, with notice/cure and timing conditions . |
| Release condition | Payments contingent on timely execution and non‑revocation of a separation agreement and release; timing mechanics set (60–74 days) . |
| 280G excise tax | “Best net” cutback to safe harbor if it yields higher after‑tax value (no excise tax gross‑up) . |
| Clawback & arbitration | Subject to company clawback policies; mandatory arbitration provision; South Dakota law governs . |
| Preservation of NWE CIC benefits | Black Hills CEO Agreement preserves Bird’s NorthWestern CIC severance protections for three years post‑close . |
Investment Implications
- Alignment and retention: CEO ownership guideline at 6x salary, strict hedging/pledging prohibitions, and robust clawbacks support alignment; however, the LDCC’s decision to treat the merger as a CIC accelerates legacy awards broadly, and Bird’s NorthWestern PSUs convert to time‑based RSUs, tilting near‑term equity value toward time‑based retention rather than performance risk—this can ease retention but may dilute performance sensitivity in the first cycle .
- Change‑in‑control economics: A 2.5x cash severance multiple plus 24 months of health coverage and a pro‑rata bonus is competitive but not excessive; the presence of a 280G cutback (no gross‑up) and clawbacks are shareholder‑friendly features; arbitration and a strong Good Reason definition provide Bird with security while limiting litigation risk .
- Pay‑for‑performance framework: The current Black Hills incentive architecture centers on adjusted EPS, operational safety/reliability/customer experience, diversity hiring metrics, and relative TSR; 2024 STIP paid at 104.2%, and recent PSU performance was stringent (10.3% payout for 2022–2024), indicating discipline. The 2025–2027 LTI reduces TSR weight (70%→40%) and increases RSUs to 40%, signaling a conscious shift toward retention and controllable operating metrics amid uncertainty, which may modestly lower upside convexity while stabilizing long‑term retention .
- Insider selling pressure: Cash settlement of NorthWestern pre‑signing RSUs at close creates near‑term liquidity (not share supply); conversion of PSUs to time‑based RSUs spreads potential share settlement over the remaining performance period, moderating immediate market supply risk; Black Hills’ accelerated restricted stock for incumbents is a broader supply consideration at closing but not specific to Bird .
- Governance support: Say‑on‑pay support at 97% in 2024 and codified best practices (double‑trigger CIC for executives, no excise gross‑ups, stock ownership and retention requirements) suggest continuity of shareholder‑aligned governance under Bird’s incoming regime .