Bobbi Schroeppel
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
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NorthWestern Corporation | Vice President – Customer Care, Communications and Human Resources | 2009–present | Leads 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 Corporation | Vice President – Customer Care, Communications and Human Resources | 2024–present | Continuation of VP responsibilities under new holding company structure implemented effective 2024 . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| 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 $800 (imputed income for personal use of Company facilities) .
Performance Compensation
2024 Annual Cash Incentive – Plan metrics, weightings, and outcomes:
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Contribution |
|---|---|---|---|---|---|---|
| Net Income ($mm) | 55% | $194.0 | $215.5 | $237.1 | $224.1 | 66.0% |
| Lost Time Incident Rate | 10% | 13 | 7 | — | 9 | 6.0% |
| Safety Training Completion | 5% | 99% | 100% | 100% | 100% | 5.0% |
| SAIDI (ex-MED) | 10% | 138 | 101 | 90 | 95.2 | 16.3% |
| Gas – Leaks/100 miles | 5% | 13.6 | 9.7 | 6.5 | 9.2 | 6.0% |
| JD Power Electric Rank | 7.5% | 14 | 8 | 1 | 8 | 7.5% |
| JD Power Gas Rank | 7.5% | 14 | 8 | 1 | 6 | 9.4% |
| Total Funding | — | — | — | — | — | 116% |
- Individual performance multiple for Schroeppel: 1.00; resulting payout 52.2% of base ($182,700) .
2023 Annual Cash Incentive headline:
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout Contribution |
|---|---|---|---|---|---|---|
| Net Income ($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 metrics | See table (aggregate subtotal 23.6%) |
| Customer Satisfaction (JD Power + Flynn Wright surveys) | 15% | Various | Various | Various | Below target; mixed | Aggregate subtotal ~7.0% |
| Total Funding | — | — | — | — | — | 77% |
- 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 $50.89 .
Equity Ownership & Alignment
Stock ownership guidelines and compliance:
| Date | Guideline Multiple | Requirement ($) | Shares and DSUs Owned (#) | Value ($) | % of Guideline Achieved |
|---|---|---|---|---|---|
| Dec 31, 2023 | 2x base pay | $658,004 | 28,339 | $1,681,636 (at $50.89) | 256% |
| Mar 3, 2025 | 2x base pay | $700,000 | 29,747 | $1,631,623 (at $54.85) | 233% |
Outstanding unvested and unearned equity (as of Dec 31, 2024):
| Award Type | Grant Date | Unvested/Unearned (#) | Market/Payout Value ($) |
|---|---|---|---|
| 2024 LTIP RSU | 2/14/2024 | 1,627 | $86,979 (at $53.46) |
| 2024 LTIP PSU (assumed target) | 2/14/2024 | 3,585 | $191,654 (assumed target, at $53.46) |
| 2023 LTIP RSU | 2/17/2023 | 1,104 | $59,020 (at $53.46) |
| 2023 LTIP PSU (assumed target) | 2/17/2023 | 2,368 | $126,593 (assumed target, at $53.46) |
| 2022 ERRP RSU | 12/13/2022 | 1,339 | $71,583 (time-based vest 2027) |
| 2021 ERRP RSU (performance-based) | 12/13/2022 | 1,395 (unearned) | $74,577 (if vest, 2026) |
| 2020 ERRP RSU (performance-based) | 12/14/2021 | 1,335 | $71,369 (if vest, 2025) |
Vesting schedule and values under death/disability/retirement (as disclosed assumptions):
| Award | Vest Date | Death/Disability – % Vest | Death/Disability – Value ($) | Retirement – % Vest | Retirement – Value ($) |
|---|---|---|---|---|---|
| 2024 LTIP RSU | 12/31/2026 | 33.3% | $28,964 | 33.3% | $28,964 |
| 2024 LTIP PSU (assumed target) | 12/31/2026 | 33.3% | $63,885 | 33.3% | $63,885 |
| 2023 LTIP RSU | 12/31/2025 | 66.7% | $39,366 | 66.7% | $39,366 |
| 2023 LTIP PSU (assumed target) | 12/31/2025 | 66.7% | $84,438 | 66.7% | $84,438 |
| 2022 ERRP RSU | 12/31/2027 | 100.0% | $71,583 | 40.0% | $28,633 |
| 2021 ERRP RSU | 12/31/2026 | 100.0% | $74,577 | 60.0% | $44,746 |
| 2020 ERRP RSU | 12/31/2025 | 100.0% | $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 .