Britt Ide
NorthWestern Energy GroupAbout Britt Ide
Independent director (age 53) at NorthWestern Energy Group, Inc. (NWE) since 2017; currently Chair of the Nominating & Governance Committee and member of the Compensation Committee . CEO of Ide Energy & Strategy since 2011, with prior roles as Interim CEO of Big Sky Chamber of Commerce (2016) and Senior Counsel at Idaho Power Company . Education: B.S. Mechanical Engineering, M.S. Environmental Engineering, and J.D. . The Board determined she is independent under Nasdaq and SEC standards; directors had 100% attendance at Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ide Energy & Strategy | Chief Executive Officer | 2011–present | Energy strategy and sustainability consulting |
| Big Sky Chamber of Commerce | Interim Chief Executive Officer | 2016 | Community engagement |
| Idaho Power Company | Senior Counsel | Not disclosed | Utility regulatory/legal experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nxu, Inc. (NASDAQ: NXU) | Director; Lead Independent Director | 2021–present | Audit committee member (disclosed by NXU) |
| TechnoSylva (private) | Director | Not disclosed | Wildfire prediction and risk analysis software board |
| PowerGem (private) | Director | Mar–Dec 2024 | Energy market software oversight |
| CleanTech Acquisition Corp (NASDAQ: CLAQ) | Director | 2021–2022 | SPAC prior to merger with Nauticus Robotics |
Board Governance
- Committee assignments: Governance Chair; Compensation member .
- Independence: Board determined all non-employee directors (including Ide) are independent; no family relationships; directors receive only Board fees and benefits .
- Attendance: Board held 8 meetings in 2024; each director attended 100% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Engagement: Committees meet sequentially (no overlaps) enabling full director participation; Governance met 6x, Compensation 6x, Audit 4x, Operations 4x in 2024 .
- Leadership structure: Independent Board Chair (Linda Sullivan); executive sessions at each regularly scheduled meeting .
Fixed Compensation
| Component | 2024 Schedule | Britt Ide 2024 | Notes |
|---|---|---|---|
| Board Member Annual Retainer (Cash) | $50,000 | $70,000 (cash fees earned) | Director cash paid quarterly |
| Board Member Annual Stock Grant | 2,750 shares (#) | $143,773 (grant-date fair value) | Unrestricted stock; quarterly grants |
| Committee Chair Annual Retainer (Cash) | $15,000 | Included in cash total | Governance Chair |
| Committee Member Annual Retainer (Cash) | $10,000 | Included in cash total | Compensation member |
| Total (Cash + Stock) | N/A | $213,773 | Grant-date fair value per ASC 718 |
Grant-date per-share values used for 2024 director stock awards (undeferred awards): Q1 $50.89; Q2 $50.93; Q3 $50.08; Q4 $57.22 .
Directors may defer up to 100% of cash/equity into DSUs or designated investment options under the Director Deferred Plan; distributions in stock for DSUs; paid in lump sum or installments per election .
Performance Compensation
| Item | Details |
|---|---|
| Performance-based elements | NWE does not use performance-based metrics for director compensation; directors receive cash retainers and unrestricted stock grants only . |
| Options | NWE does not grant stock options under the Equity Compensation Plan; repricing liberal share recycling prohibited . |
Other Directorships & Interlocks
| Company | Relationship to NWE business | Potential interlock risk |
|---|---|---|
| Nxu, Inc. (EV battery/charging) | Not disclosed as customer/supplier to NWE | Low—no Item 404 transactions disclosed by NWE |
| TechnoSylva (wildfire risk software) | NWE has wildfire mitigation initiatives; no vendor disclosure | Monitor—no Item 404 transactions disclosed |
| PowerGem; CleanTech Acquisition (historic) | No NWE transactions disclosed | Low |
Expertise & Qualifications
| Qualification | Evidence |
|---|---|
| Risk management and oversight | Skill highlights in NWE proxy |
| Innovation & transformation; customers/communities | Skill highlights in NWE proxy |
| Regulatory/public policy and utility operations | Biography and prior utility roles |
| Education | BS ME, MS Env Eng, JD |
Equity Ownership
| Holder | Direct Shares (#) | Indirect Shares (#) | Deferred Stock Units (DSUs) (#) | Total Beneficially Owned (#) | % of Common Stock |
|---|---|---|---|---|---|
| Britt Ide | 180 | — | 10,840 | 11,020 | * (<1%) |
- Stock ownership guidelines (directors): minimum 6x annual cash retainer in common stock or DSUs within five years of Board service start; majority of directors/NEOs have satisfied guidelines except four who are <2 years in role .
- Hedging policy: directors may not hedge Company securities; insider trading policy in place .
- Pledging: no pledging disclosures for directors; none reported for Ide .
Governance Assessment
- Committee leadership and independence: Governance Chair and Compensation member roles position Ide at the center of board effectiveness and succession planning, with 100% attendance indicating strong engagement .
- Pay-for-performance alignment (directors): Mix of cash and unrestricted stock promotes alignment; quarterly stock grants and robust ownership guidelines enhance skin-in-the-game .
- Conflicts and related-party exposure: Board annually reviews independence; no Item 404 related-party transactions involving directors reported; no family relationships; compensation restricted to director fees/benefits .
- Consultant independence: Compensation Committee uses Towers Watson; independence assessed across six factors; no conflicts of interest .
- Say-on-pay signal (executives): 98.9% approval at 2024 annual meeting, indicating broad investor confidence in compensation governance framework .
RED FLAGS
- Shares pledged as collateral: No pledging disclosed for Ide; monitor future filings .
- Related-party transactions: None disclosed under Item 404 for NWE; continue monitoring, particularly given TechnoSylva’s utility focus .
- Hedging: Prohibited, reducing misalignment risk .
Overall, Britt Ide’s committee leadership (Governance Chair), independence, and attendance support board effectiveness; compensation and ownership practices indicate alignment, with no disclosed related-party risks. Continuous monitoring is warranted for any emerging interlocks involving TechnoSylva or NXU, though none are currently disclosed by NWE .