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Bobbi Schroeppel

Vice President – Customer Care, Communications and Human Resources at NorthWestern Energy GroupNorthWestern Energy Group
Executive

About Bobbi Schroeppel

Bobbi L. Schroeppel is Vice President – Customer Care, Communications and Human Resources at NorthWestern Energy, serving in this capacity since May 2009 (NorthWestern Corporation) and also at NorthWestern Energy Public Service Corporation since January 1, 2024; age 56 as of February 7, 2025 . Company performance metrics relevant to incentive alignment during her recent periods include one-year TSR of 10.5% for 2024 (peer average 12.9%), ROAE of 7.5% over the three years ended 12/31/2024, and EPS growth of 0.9% (three-year) used in LTIP design; 2023 one-year TSR was -10.1% (peer average -4.1%), with three-year TSR -0.5% and ROAE 7.7% .

Past Roles

OrganizationRoleYearsStrategic Impact
NorthWestern CorporationVice President – Customer Care, Communications and Human Resources2009–presentLeads customer care, corporate communications, and HR functions; role carries annual incentive targets and LTIP participation tied to net income, safety, reliability, customer satisfaction, ROAE, EPS and relative TSR .
NorthWestern Energy Public Service CorporationVice President – Customer Care, Communications and Human Resources2024–presentContinuation of VP responsibilities under new holding company structure implemented effective 2024 .

Fixed Compensation

Metric202220232024
Annualized Base Salary ($)$311,428 $329,002 $350,000
Target Cash Incentive (% of Base)39% (implied from 2022 bonus/share tables) 40% 45%
Target Cash Incentive ($)$120,896 $131,601 $157,500
Actual Annual Cash Incentive ($)$120,896 $101,333 $182,700
All Other Compensation ($)$66,243 $86,529 $134,731

All Other Compensation components:

  • 2023: Health benefits $25,969; Life insurance $3,497; 401(k) contributions $36,300; Other income $20,763 (PTO sold back at 75%) .
  • 2024: Health benefits $26,469; Life insurance $3,712; 401(k) contributions $37,950; Discretionary supplemental retirement contribution $65,800; Other income $800 (imputed income for personal use of Company facilities) .

Performance Compensation

2024 Annual Cash Incentive – Plan metrics, weightings, and outcomes:

MetricWeightThresholdTargetMaximumActualPayout Contribution
Net Income ($mm)55%$194.0 $215.5 $237.1 $224.1 66.0%
Lost Time Incident Rate10%13 7 9 6.0%
Safety Training Completion5%99% 100% 100% 100% 5.0%
SAIDI (ex-MED)10%138 101 90 95.2 16.3%
Gas – Leaks/100 miles5%13.6 9.7 6.5 9.2 6.0%
JD Power Electric Rank7.5%14 8 1 8 7.5%
JD Power Gas Rank7.5%14 8 1 6 9.4%
Total Funding116%
  • Individual performance multiple for Schroeppel: 1.00; resulting payout 52.2% of base ($182,700) .

2023 Annual Cash Incentive headline:

MetricWeightThresholdTargetMaximumActualPayout Contribution
Net Income ($mm)55%$191.0 $212.3 $233.5 $194.1 31.5%
Safety and Reliability metrics (LTIR, TRIR, SAIDI incl/excl MED, Gas metrics)25%Various Various Various Above target in several metricsSee table (aggregate subtotal 23.6%)
Customer Satisfaction (JD Power + Flynn Wright surveys)15%Various Various Various Below target; mixed Aggregate subtotal ~7.0%
Total Funding77%
  • Individual performance multiple for Schroeppel: 1.00; payout 30.8% of base ($101,333) .

Long-Term Equity Incentives (structure and grants):

  • Split 70% PSUs (based on combined financial metric: ROAE + average EPS growth, and 50% relative TSR) and 30% time-based RSUs with 3-year cliff vesting; grant design unchanged in 2024 from 2023 .
  • 2024 LTIP target for Schroeppel increased to 65% of base; PSUs target 3,585 units (fair value $41.75), RSUs 1,627 units (fair value $39.43) .
  • 2023 LTIP target for Schroeppel increased to 60% of base; PSUs target 2,368 units (fair value $55.85), RSUs 1,104 units (fair value $51.31) .

LTIP vesting outcomes:

  • 2022–2024 PSU performance vested at 73.8%; Schroeppel units vested: 2,375 shares on 12/31/2024, value $126,961 at $53.46 .
  • 2021–2023 PSU performance vested at 27.5%; Schroeppel units vested: 891 shares on 12/31/2023, value $45,329 at $50.89 .

Equity Ownership & Alignment

Stock ownership guidelines and compliance:

DateGuideline MultipleRequirement ($)Shares and DSUs Owned (#)Value ($)% of Guideline Achieved
Dec 31, 20232x base pay $658,004 28,339 $1,681,636 (at $50.89) 256%
Mar 3, 20252x base pay $700,000 29,747 $1,631,623 (at $54.85) 233%

Outstanding unvested and unearned equity (as of Dec 31, 2024):

Award TypeGrant DateUnvested/Unearned (#)Market/Payout Value ($)
2024 LTIP RSU2/14/20241,627 $86,979 (at $53.46)
2024 LTIP PSU (assumed target)2/14/20243,585 $191,654 (assumed target, at $53.46)
2023 LTIP RSU2/17/20231,104 $59,020 (at $53.46)
2023 LTIP PSU (assumed target)2/17/20232,368 $126,593 (assumed target, at $53.46)
2022 ERRP RSU12/13/20221,339 $71,583 (time-based vest 2027)
2021 ERRP RSU (performance-based)12/13/20221,395 (unearned) $74,577 (if vest, 2026)
2020 ERRP RSU (performance-based)12/14/20211,335 $71,369 (if vest, 2025)

Vesting schedule and values under death/disability/retirement (as disclosed assumptions):

AwardVest DateDeath/Disability – % VestDeath/Disability – Value ($)Retirement – % VestRetirement – Value ($)
2024 LTIP RSU12/31/202633.3%$28,964 33.3%$28,964
2024 LTIP PSU (assumed target)12/31/202633.3%$63,885 33.3%$63,885
2023 LTIP RSU12/31/202566.7%$39,366 66.7%$39,366
2023 LTIP PSU (assumed target)12/31/202566.7%$84,438 66.7%$84,438
2022 ERRP RSU12/31/2027100.0%$71,583 40.0%$28,633
2021 ERRP RSU12/31/2026100.0%$74,577 60.0%$44,746
2020 ERRP RSU12/31/2025100.0%$71,369 80.0%$57,095

Insider filings and selling pressure indicators:

  • Form 4 filed for Bobbi L. Schroeppel for transactions dated March 3, 2025 (filed March 5, 2025). Review for transaction type and post-transaction ownership for short-term selling/withholding-related activity .

Stock ownership and pledging/hedging policies:

  • Robust stock ownership guidelines (2x to 6x base pay by role); executives prohibited from hedging Company securities; option repricing prohibited; no stock options outstanding .

Employment Terms

  • Employment agreements: None; executives serve at the pleasure of the Board; no ongoing employment contracts .
  • Severance plan (updated April 25, 2024):
    • Without change-in-control: CEO 2x base salary; other NEOs (including Schroeppel) 1.5x base salary; plus prorated annual bonus, COBRA reimbursements (24 months), and up to $20,000 outplacement .
    • Within 24 months following change-in-control (double trigger): 2.5x base salary + 2.5x target annual incentive; plus prorated annual bonus, COBRA reimbursements (24 months), and up to $20,000 outplacement .
    • Illustrative amounts for Schroeppel (as of 12/31/2024): $1,268,750 cash multiple under CIC; total potential cash severance $1,487,902 with COBRA and outplacement; no CIC: $525,000 cash multiple; total potential $744,152 .
  • Equity plan treatment on change-in-control: If awards are not assumed/substituted, vest in full at target immediately prior to CIC; if assumed/substituted, vest in full at target upon an involuntary termination within 24 months after CIC (double trigger) .
  • Clawback policy: Adopted October 2023 under Nasdaq Rule 5608 implementing SEC Rule 10D-1; recovery of incentive-based compensation following accounting restatement .
  • Deferred compensation: Company discretionary supplemental retirement contributions added in 2024 replacing ERRP; Schroeppel received $65,800 in 2024; aggregate deferred balance $363,534 at 12/31/2024 .
  • Pension: Present value of accumulated benefit $279,777; cash balance if terminated 12/31/2024 $333,022 .

Investment Implications

  • Pay-for-performance alignment: Annual plan funded at 116% in 2024 (driven by net income, reliability and customer satisfaction) versus 77% in 2023; Schroeppel’s bonus rose accordingly, reflecting stronger operational/financial outcomes and a higher 2024 target (45% vs 40%) . LTIP remains heavily performance-based (70% PSUs) linking payout to ROAE/EPS growth and relative TSR; 2022–2024 PSU payout at 73.8% indicates moderate performance; vesting cadence creates observable award delivery in 2025–2027 .
  • Retention risk: No employment agreement; severance and CIC provisions provide protection, with meaningful double-trigger CIC economics (2.5x base+bonus) but moderate non-CIC multiples (1.5x base) for Schroeppel; rich unvested equity and strong guideline compliance (233%–256%) reduce near-term flight risk .
  • Selling pressure/vesting overhang: Upcoming RSU/PSU vesting milestones (12/31/2025 and 12/31/2026) may create periodic Form 4 activity (tax withholding/settle sales) around vest dates; a Form 4 was filed March 5, 2025 indicating recent insider activity to monitor near payout cycles .
  • Governance quality: Robust ownership guidelines, clawback policy in place, no hedging allowed, no stock options or repricing; say-on-pay approval remains strong (98.9% in 2024), reducing compensation controversy risk .

Sources

  • 2025 Proxy (DEF 14A): Compensation program, metrics, grants, severance/CIC updates, ownership guidelines .
  • 2024 Proxy (DEF 14A): Prior-year compensation, grants, metrics, outstanding awards, ownership guidelines .
  • 2024 and 2025 10-Ks: Executive officer listings and ages .
  • SEC Form 4: Bobbi L. Schroeppel filing dated Mar 5, 2025 .