Crystal Lail
NorthWestern Energy GroupAbout Crystal Lail
Crystal D. Lail is Vice President and Chief Financial Officer of NorthWestern Energy Group, Inc. (since Oct 2, 2023) and of NorthWestern Corporation (since Feb 2021), after serving as VP & Chief Accounting Officer (Apr 2020–Feb 2021) and VP & Controller (Oct 2015–Apr 2020) . Age 46 (as of Feb 7, 2025) . Company performance metrics informing incentive outcomes: 2024 basic EPS rose 13.7% to $3.66 (from $3.22), one-year TSR was 10.5% (9th of 13 peers; peer avg 12.9%), and three-year ROAE was 7.5% (used in LTIP) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NorthWestern Corporation | Vice President & Controller | Oct 2015 – Apr 2020 | Led controllership; foundation for later elevation to principal accounting and finance leadership . |
| NorthWestern Corporation | Vice President & Chief Accounting Officer | Apr 2020 – Feb 2021 | Oversaw accounting, readiness for CFO role . |
| NorthWestern Corporation | Vice President & Chief Financial Officer | Feb 2021 – present | Principal financial officer of NorthWestern Corporation . |
| NorthWestern Energy Group, Inc. | Vice President & Chief Financial Officer | Oct 2, 2023 – present | Principal financial officer of holding company; finance leadership across group entities . |
Fixed Compensation
Multi-year reported compensation for Crystal Lail (Summary Compensation Table):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 402,548 | 457,716 | 493,101 |
| Stock Awards ($) | 498,750 | 474,375 | 592,947 |
| Non-Equity Incentive Plan Compensation ($) | 217,800 | 237,425 | 435,000 |
| Change in Pension Value/Nonqual. Def. Comp. Earnings ($) | — | 23,479 | 6,161 |
| All Other Compensation ($) | 62,937 | 64,249 | 212,926 |
| Total ($) | 1,182,035 | 1,257,244 | 1,740,135 |
Base salary setting:
| Name | Annualized Base ($) 2023 | Annualized Base ($) 2024 | Increase (%) |
|---|---|---|---|
| Crystal Lail | 474,375 | 500,000 | 5.4% |
Annual cash incentive structure and 2024 outcome:
| Item | Value |
|---|---|
| Base Salary (A) | $500,000 |
| Target Opportunity (% of Base, B) | 75% |
| Plan Funding (% of Target, C) | 116% |
| Individual Performance Multiple (D) | 1.00 |
| Actual Payout (A × B × C × D) | $435,000 |
Performance Compensation
2024 Annual Incentive metrics (Company-level) and funding:
| Metric | Weight | Threshold | Target | Maximum | Actual | Target % Achieved | Contribution to Funding |
|---|---|---|---|---|---|---|---|
| Net Income ($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% | 5.0% |
| SAIDI (ex-MED) | 10% | 138 | 101 | 90 | 95.2 | 163.3% | 16.3% |
| Gas leaks per 100 miles | 5% | 13.6 | 9.7 | 6.5 | 9.2 | 120.0% | 6.0% |
| JD Power Electric Rank | 7.5% | 14 | 8 | 1 | 8 | 100% | 7.5% |
| JD Power Gas Rank | 7.5% | 14 | 8 | 1 | 6 | 125% | 9.4% |
| Total Plan Funding | — | — | — | — | — | — | 116% |
2024 LTIP grants (target) for Crystal Lail:
| Component | Target Value ($) | Target Units (#) | Notes |
|---|---|---|---|
| Performance Share Units (70%) | 415,038 | 9,940 | 3-yr performance (ROAE + EPS growth 50%, relative TSR 50%); payout 0–200%; IG ratings required . |
| Restricted Share Units (30%) | 177,908 | 4,512 | Time-based, cliff vest Dec 31, 2026 . |
| Total LTIP Target | 592,969 | — | LTIP target set at 125% of base salary . |
2019 ERRP vesting outcome (5-year performance metric: net income > 2019 in 3 of 5 years): Not met; 2019 ERRP awards did not vest .
2022–2024 PSU vesting outcome:
| Name | Units at Grant | Vesting % | Units upon Vesting | Value Realized ($) |
|---|---|---|---|---|
| Crystal Lail | 7,266 | 73.8% | 5,362 | $286,669 (at $53.46/share) |
Equity Ownership & Alignment
Ownership, guideline status, and restrictions:
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 15,936 total (13,503 unrestricted; 2,433 DSUs); <1% of shares outstanding . |
| Stock ownership guideline | 4× base salary ($2,000,000 requirement) . |
| Shares/DSUs value vs guideline | $874,090; 44% of guideline achieved (as of Mar 3, 2025 at $54.85) . |
| Sale restriction | Executives restricted from selling until guideline achieved; must maintain thereafter . |
| Hedging/options | Hedging prohibited; no stock options granted or outstanding . |
Unvested/Unearned awards outstanding (12/31/2024):
| Award Type | Grant Date | Unvested/Unearned Units (#) | Market/Payout Value ($) |
|---|---|---|---|
| 2024 LTIP RSU | 2/14/2024 | 4,512 | 241,212 |
| 2024 LTIP PSU (assumes target) | 2/14/2024 | 9,940 | 531,392 |
| 2023 LTIP RSU | 2/17/2023 | 2,774 | 148,298 |
| 2023 LTIP PSU (assumes target) | 2/17/2023 | 5,945 | 317,820 |
| 2020 ERRP RSU | 12/14/2021 | 1,260 | 67,360 |
| 2021 ERRP (performance-based) | 12/13/2022 | 2,166 | 115,794 |
| 2022 ERRP RSU | 12/13/2022 | 2,631 | 140,653 |
Note: Company disclosed that based on performance through Dec 31, 2024, 2023 and 2024 PSUs were tracking below target (SEC requires target disclosure in tables) .
Employment Terms
Key Employee Severance Plan (amended Apr 25, 2024) :
| Scenario | Cash Severance | Interrupted Annual Bonus | COBRA Premiums | Outplacement | Total Potential Cash |
|---|---|---|---|---|---|
| Change in Control (within 24 months; termination w/o cause or for good reason) | 2.5× base + 2.5× target bonus = $2,187,500 | $343,750 | $37,875 | $20,000 | $2,589,125 |
| No Change in Control (involuntary w/o cause) | 1.5× base = $750,000 | $343,750 | $37,875 | $20,000 | $1,151,625 |
Change-in-control equity treatment: If awards not assumed/substituted, vest at target immediately prior to change; if assumed/substituted, vest at target upon involuntary termination within 24 months post-change; Lail’s potential accelerated stock value at target: $1,562,529 (at $53.46) .
Clawback policy: Adopted Oct 2023; recovers “Incentive-based Compensation” after an accounting restatement; computed based on restated amounts (Nasdaq Rule 5608 / SEC Rule 10D-1) .
Non-qualified deferred compensation (2024):
| Item | Value |
|---|---|
| Executive contributions | $0 |
| Company discretionary supplemental retirement contribution | $142,313 (30% of base salary; 5-year cliff to Dec 31, 2028; payout deferred until separation) . |
| Aggregate balance (12/31/2024) | $278,676 |
| Aggregate 2024 earnings | $12,457 |
Pension benefits (cash balance plan):
| Plan | Credited Service (yrs) | Present Value of Accumulated Benefit ($) | Cash Balance (if terminated 12/31/2024) ($) |
|---|---|---|---|
| NorthWestern Energy SD/NE Pension Plan | 21.93 | 135,543 | 197,445 |
Employment agreements: Company discloses no employment agreements for executives (reviewed periodically) .
Performance Compensation (detail)
LTIP metrics for PSU (framework applicable to Lail’s awards):
- 50% weight: three-year average ROAE and simple average EPS growth matrix; 50% weight: relative TSR vs peer group; maintaining investment grade credit ratings required; TSR negative caps TSR component at 100% .
- 2022–2024 performance result: Financial goals contributed 31.3% (ROAE 7.51%, avg EPS growth 0.9%); TSR ranked 7th of 13 contributing 42.5%; total vesting 73.8% .
Say-on-Pay & Peer Practices
- 2024 say-on-pay approval: 98.9% of votes cast approved NEO pay .
- Pay practices highlight: target pay around peer median; significant at-risk pay; no stock options; no option repricing; no tax gross-ups; hedging prohibited .
- 2024 pay mix: at-risk pay ~60% for NEO average; CEO ~80% .
Performance & Track Record
- 2024 EPS up 13.7% to $3.66; one-year TSR 10.5% (peer avg 12.9%); dividend $2.60 (4.9% yield end-2024); reliability and customer satisfaction exceeded targets; safety slightly below lost-time target .
- Strategic execution: filed rate reviews in MT/NE/SD (SD settled), completed Yellowstone County Generating Station, announced incremental Colstrip interests (zero-dollar purchase price), progressed wildfire mitigation, and announced two large-load data center opportunities .
Equity Ownership Guidelines & Compliance
| Executive | Required Multiple | Requirement ($) | Shares & DSUs Owned (#) | Value ($) | % of Guideline (3/3/2025) |
|---|---|---|---|---|---|
| Crystal Lail (CFO) | 4× base salary | 2,000,000 | 15,936 | 874,090 | 44% |
Investment Implications
- Alignment and retention: Lail’s compensation is heavily performance- and equity-based (2024 target bonus 75% of base; LTIP 125% of base split 70/30 PSU/RSU) with robust clawback; supplemental retirement contributions (30% of base) vest over 5 years, supporting retention .
- Selling pressure: Lail is below her 4× ownership guideline (44% achieved), and executives are restricted from selling until meeting the guideline—limiting near-term insider selling; near-term RSU vesting dates (Dec 31, 2025 and Dec 31, 2026) and PSU below-target tracking may further temper share supply from vesting .
- Change-of-control economics: Combined cash severance ($2.59M) plus potential equity acceleration ($1.56M) create moderate COC leverage; double-trigger design on assumed awards aligns with shareholder-friendly practice .
- Pay-for-performance: Annual incentive overfunded at 116% on improved net income, reliability, and customer satisfaction; 3-year PSU payouts at 73.8% reflect balanced outcomes vs ROAE/EPS and TSR matrices—suggesting measured incentive realization tied to fundamentals and relative returns .