Brian Bird
NorthWestern Energy GroupAbout Brian Bird
Brian Bird is President and CEO of NorthWestern Energy Group (NWE) since January 2023 and a director since 2023; prior roles include President & COO (Feb 2021–Dec 2022) and CFO (Dec 2003–Feb 2021) . Age 62 . During 2024, NWE’s EPS rose 13.7% to $3.66, 1-year TSR was 10.5% (9th/13 peers), and dividend was $2.60 (4.9% yield) . Over the 3 years ended 12/31/2024 (LTIP basis), ROAE was 7.5%, simple average EPS growth 0.9%, and TSR 6.7% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NorthWestern Energy | President & CEO | Jan 2023–present | Leads enterprise; board director since 2023; emphasizes reliability, affordability, sustainability; oversaw 2024 AIP at 116% and LTIP vesting at 73.8% for 2022–2024 cycle . |
| NorthWestern Energy | President & COO | Feb 2021–Dec 2022 | Led utility operations and ERM; advanced operational reliability and safety . |
| NorthWestern Energy | Chief Financial Officer | Dec 2003–Feb 2021 | Led finance, capital structure, regulatory engagement . |
External Roles
| Organization | Role | Years/Status |
|---|---|---|
| Energy Insurance Mutual Limited | Director | Since Jan 2023 . |
| Edison Electric Institute | Board of Directors | Ongoing . |
| American Gas Association | Board of Directors | Ongoing . |
| Feeding South Dakota | Board of Directors (Treasurer noted in 2024 proxy) | Ongoing . |
| North Central Electric Association | Board (Past President) | Prior service . |
| University of Idaho Utility Executive Course | Board/Advisory involvement | Ongoing . |
| Federal Reserve Board 9th District Advisory Council | Advisory Council member (prior) | Prior service . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 800,000 | 900,000 |
| Target Bonus (% of base) | 100% | 100% |
| Discretionary Supplemental Retirement Contribution ($) | — (ERRP discontinued; no company contribution in 2023) | 480,000 (60% of base) |
Notes: NWE replaced the prior Executive Retention/Retirement Program (ERRP) with discretionary supplemental retirement contributions beginning 2024; CEO at 60% of base salary .
Performance Compensation
Annual Cash Incentive – Outcomes
| Item | 2023 | 2024 |
|---|---|---|
| Plan Funding (%) | 77% | 116% |
| CEO Individual Performance Multiple | 1.00 | 1.00 |
| CEO Actual Bonus ($) | 616,000 | 1,044,000 |
2024 Annual Incentive – Key Metrics and Payout
| Metric (Weight) | Threshold | Target | Maximum | Actual | Target % Achieved | Funding % of Total |
|---|---|---|---|---|---|---|
| Net Income ($mm) (55%) | 194.0 | 215.5 | 237.1 | 224.1 | 120.0 | 66.0 |
| Lost Time Incident Rate (10%) | 13 | 7 | — | 9 | 60.0 | 6.0 |
| Safety Training Completion (5%) | 99% | 100% | 100% | 100% | 100.0 | 5.0 |
| SAIDI excl. MED (10%) | 138 | 101 | 90 | 95.2 | 163.3 | 16.3 |
| Gas – Leaks/100 Miles (5%) | 13.6 | 9.7 | 6.5 | 9.2 | 120.0 | 6.0 |
| JD Power Residential Electric Rank (7.5%) | 14 | 8 | 1 | 8 | 100.0 | 7.5 |
| JD Power Residential Gas Rank (7.5%) | 14 | 8 | 1 | 6 | 125.0 | 9.4 |
| Total Plan Funding | 116 |
Notes: AIP uses financial, safety, reliability, and customer satisfaction metrics; no discretion applied for 2024 .
Long-Term Incentive Program (LTIP) – Grant Design and Results
- LTIP split: 70% PSUs (3-year performance on ROAE/EPS growth and relative TSR) and 30% RSUs (3-year cliff) since 2023 ; unchanged in 2024 .
- 2021–2023 PSU vesting: 27.5% (Bird vested 3,810 units) .
- 2022–2024 PSU vesting: 73.8% (Bird vested 10,009 units; value at $53.46/share shown in Stock Vested table) .
| LTIP Grants (Target) | 2023 | 2024 |
|---|---|---|
| PSU Target Units (#) | 20,052 | 38,894 |
| PSU Grant Date Fair Value ($) | 1,119,974 | 1,623,997 |
| RSU Target Units (#) | 9,355 | 17,652 |
| RSU Grant Date Fair Value ($) | 480,005 | 696,018 |
| Total LTIP Target Value ($) | 1,600,000 | 2,320,016 |
| PSU Performance Mix | 2023 Cycle (awarded Feb-2023) | 2024 Cycle (awarded Feb-2024) |
|---|---|---|
| 50% Financial: ROAE + simple avg EPS growth; 50% Relative TSR vs. peer group | 50% ROAE/EPS + 50% TSR | 50% ROAE/EPS + 50% TSR; vesting contingent on IG credit ratings |
Equity Ownership & Alignment
- Ownership guidelines: Executives must hold 2x–6x base salary in stock; directors: 8x cash retainer up to $1 million . Hedging of company securities is prohibited; no options outstanding under plan, and repricing prohibited .
Stock Vested
| Year | LTIP Shares Vested (#) | Value Realized ($) |
|---|---|---|
| 2023 | 3,810 | 193,869 |
| 2024 | 10,009 | 535,108 |
Outstanding Equity Awards (12/31/2024)
| Award | Grant Date | Unvested Units (#) | Market/Payout Value ($) | Vesting |
|---|---|---|---|---|
| 2024 LTIP RSU | 2/14/2024 | 17,652 | 943,676 | 12/31/2026 |
| 2024 LTIP PSU (target) | 2/14/2024 | 38,894 | 2,079,273 | 12/31/2026 (performance) |
| 2023 LTIP RSU | 2/17/2023 | 9,355 | 500,118 | 12/31/2025 |
| 2023 LTIP PSU (target) | 2/17/2023 | 20,052 | 1,071,980 | 12/31/2025 (performance) |
| CEO Promotion RSU | 12/13/2022 | 15,905 | 850,281 | 50% 12/13/2025; 50% 12/13/2026 |
| ERRP RSU (2022) | 12/13/2022 | 4,927 | 263,397 | 12/31/2027 (time-based) |
| ERRP PSU (2021) | 12/14/2021 | 3,465 | 185,239 | 12/31/2026 (performance) |
| ERRP RSU (2020) | 12/22/2020 | 2,587 | 138,301 | 12/31/2025 (time-based) |
Notes: Values at $53.46 (12/31/2024 close) per proxy methodology; dividends not paid on unvested awards .
Employment Terms
| Topic | Detail |
|---|---|
| Employment agreements | None for executives (case-by-case only); practice reviewed periodically . |
| Clawback | Nasdaq Rule 5608-compliant clawback policy adopted Oct 2023 for erroneously awarded incentive comp . |
| Non-qualified deferred comp | CEO 2024 company contribution $480,000; aggregate balance $1,279,526 at 12/31/2024 . |
| Pension | Present value $333,093; credited service 21.08 years; cash balance $348,781 at 12/31/2024 . |
| Severance plan (updated Apr 25, 2024) | Without CIC: CEO gets 2x base pay, pro-rated bonus, 24 months COBRA reimbursement, $20k outplacement . |
| CIC/change-in-control | Double-trigger: If awards not assumed, vest at target at CIC; if assumed, vest at target on involuntary termination within 24 months post-CIC; CEO severance 2.5x base + 2.5x target bonus . |
| Estimated payouts (as of 12/31/2024) | CIC case: $5,382,154 (includes severance, pro-rated bonus, COBRA reimbursement, outplacement) . Non-CIC involuntary: $2,682,154 . |
Board Governance
- Role: Brian Bird serves as director since 2023; he is non-independent by virtue of being CEO; he does not serve on board committees .
- Structure: Independent Chair (Linda Sullivan); all four board committees (Audit; Compensation; Governance; Operations) are fully independent .
- Attendance: In 2024, the board held 8 meetings; each director attended 100% of board and committee meetings .
- Employee directors are not paid additional director compensation .
Board/Committee Service Snapshot (Bird)
| Attribute | Status |
|---|---|
| Director since | 2023 |
| Independence | Non-Independent (CEO) |
| Committees | None |
| Chair/Lead Role | Independent Board Chair in place (Linda Sullivan) |
| Attendance | All directors 100% in 2024 (8 meetings) |
Dual-role implications: Bird’s CEO-plus-director role is mitigated by an independent chair and fully independent, sequentially held committee meetings (ensures broad director participation and oversight) .
Compensation Committee Analysis
- Committee composition: Human Resources (Compensation) Committee chaired by Mahvash Yazdi; members include Sherina Maye Edwards and Britt Ide; all independent under Nasdaq and Rule 16b-3 .
- Consultant: Towers Watson/WTW engaged directly by the committee; independence reviewed across six factors; concluded independent with no conflicts .
- Peer group: Regulated utility peers used for pay and performance benchmarking; target pay near peer median; multi-metric LTIP (ROAE/EPS/TSR) aligns with shareholder outcomes .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: 98.9% approval in 2024 on 2023 NEO pay; since 2011, at least 94% each year .
- 2024 CEO pay mix: ~80% at-risk; Other NEOs ~60% at-risk (target) .
Performance & Track Record Under Bird’s Tenure (selected disclosures)
- 2023: TSR −10.1% (8th/13), EPS $3.22, dividend $2.56 (5.0% yield) .
- 2024: TSR 10.5% (9th/13), EPS up 13.7% to $3.66, dividend $2.60 (4.9% yield) .
- Strategic/operational milestones: Completed Yellowstone County Generating Station; announced acquisition of additional Colstrip interests (zero purchase price); advanced wildfire mitigation; announced opportunities to serve two large-load data center customers .
Compensation Structure Analysis (signals)
- Shift to 70/30 PSUs/RSUs starting 2023 lowers equity performance risk relative to prior 100% PSUs; ERRP discontinued and replaced with supplemental retirement contributions beginning 2024 (CEO 60% of base) .
- 2024 base salary increased 12.5% to $900k to align with market and responsibilities post-CEO promotion .
- No stock options; repricing prohibited; hedging prohibited; robust ownership guidelines (2x–6x base) .
Equity Ownership & Potential Selling Pressure (vesting cadence)
- Significant unvested PSU/RSU tranches vesting on 12/31/2025 and 12/31/2026; CEO promotion RSUs vest split in Dec 2025 and Dec 2026; ERRP time-based awards vesting through 2027. These dates can create periodic liquidity windows (subject to trading windows and policies) .
Employment Terms (retention/transition considerations)
- No individual employment agreement; retention supported via multi-year equity and 2024 discretionary retirement contributions; double-trigger CIC equity treatment at target mitigates single-trigger risk .
- CIC severance magnitude ($5.38m as of 12/31/2024) and non-CIC severance ($2.68m) indicate meaningful transition protection balanced by clawback policy .
Investment Implications
- Pay-for-performance alignment appears intact: 2024 AIP above target on net income, reliability, and customer metrics, while LTIP vesting reflects multi-year performance (73.8% for 2022–2024), consistent with disclosed ROAE/EPS/TSR outcomes .
- Risk/leverage: Shift to include RSUs and introduction of supplemental retirement contributions modestly increases guaranteed/economic value versus prior 100% PSU design and discontinued ERRP; however, LTIP remains majority performance-based and ownership/hedging policies support alignment .
- Supply/overhang: Material unvested equity through 2026–2027 and modeled CIC acceleration at target underscore potential event-driven supply; monitor vesting windows, blackout periods, and any Form 4 activity for trading signals .
- Governance: CEO serves on the board but not as chair; independent chair and fully independent committees enhance oversight and mitigate dual-role concerns .
- Performance trajectory: After a challenging 2023 TSR, 2024 EPS growth and TSR improved, with regulatory/rate actions, generation additions, and new large-load opportunities (data centers) as potential medium-term EPS levers under Bird’s leadership .