David Goodin
NorthWestern Energy GroupAbout David Goodin
David Goodin (age 63) is an independent director of NorthWestern Energy Group, Inc. (NWE), appointed effective December 1, 2024 and nominated for election at the 2025 annual meeting; he serves on the Audit and Operations Committees . He retired on January 5, 2024 as President and CEO of MDU Resources Group, Inc. (NYSE: MDU) after a 40+ year career and retired from MDU’s board on May 14, 2024 . The board has affirmed his independence under Nasdaq and SEC standards and reported 100% attendance for all directors across board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MDU Resources Group, Inc. | President & Chief Executive Officer | 2013–Jan 5, 2024 | Led regulated energy delivery and construction services businesses |
| MDU Resources Group, Inc. | EVP, Operations & Acquisitions | Not disclosed | Senior operating and M&A leadership across utility/infrastructure |
| MDU Resources Group Utility Group | President & CEO | Not disclosed | Utility operating leadership |
| Cascade Natural Gas | President | Not disclosed | Gas utility leadership |
External Roles
| Organization | Role | Status/Tenure | Committees/Impact |
|---|---|---|---|
| MDU Resources Group, Inc. | Director | Retired May 14, 2024 | Board experience in utilities |
| Edison Electric Institute | Board Member | Not disclosed | Industry governance, policy insight |
| American Gas Association | Board Member | Not disclosed | Regulatory/public policy expertise |
| U.S. Bank Western ND Advisory Board | Advisory Board Member | Not disclosed | Financial/market insight |
| Sanford West Medical Board | Board Member | Not disclosed | Community engagement |
| NDSU Foundation & Alumni Association | Board Member | Not disclosed | Education/community ties |
| Bismarck State College Foundation | Board Member | Not disclosed | Education/community ties |
| North Central Electric Association | Board Member | Not disclosed | Utility operations/professional network |
| Midwest Energy Association | Board Member | Not disclosed | Utility operations/professional network |
Board Governance
- Independence: Board determined Goodin and all non-employee directors are independent under Nasdaq and SEC rules; only the CEO is non-independent .
- Committees: Audit (members: Yingling—Chair, Goodin, Horsfall, Larson; 4 meetings in 2024; all members independent and financially literate; Yingling designated financial expert) . Operations (members: Horsfall—Chair, Goodin, Larson, Yazdi; 4 meetings in 2024; all independent) .
- Attendance and engagement: In 2024 the Board held 8 meetings; each director attended 100% of Board and each committee meetings; all directors attended the April 2024 annual meeting .
- Leadership and process: Independent Board Chair; regular executive sessions of non-employee directors at Board and committee meetings; sequential committee meetings enable full-board visibility across committees .
- Nomination: Goodin was recruited via the Governance Committee’s succession process to add utility operations and CEO expertise following Tony Clark’s resignation, and appointed Dec 1, 2024 pending shareholder vote .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit, Finance & Risk | Member | 4 |
| Safety, Environmental, Technology & Operations | Member | 4 |
Fixed Compensation
| 2024 Non-Employee Director Compensation Schedule | Cash ($) | Shares (#) |
|---|---|---|
| New Member Initial Stock Grant | — | 1,000 |
| Board Chair Annual Retainer | 150,000 | 3,750 |
| Board Member Annual Retainer | 50,000 | 2,750 |
| Committee Chair Annual Retainer | 15,000 | — |
| Committee Member Annual Retainer | 10,000 | — |
| 2024 Director Compensation (Goodin) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 5,833 |
| Stock Awards (grant-date fair value) | 67,890 |
| Total | 73,723 |
| Notes | Sign-on and pro-rated grants at $55.24/share (Nov 29, 2024 close) upon Dec 1, 2024 election |
Additional director pay policies: Directors may defer up to 100% of cash/equity compensation into DSUs or investment options under the Director Deferred Plan; quarterly compensation; no retirement plan eligibility; reimbursement for approved education and reasonable travel expenses .
Performance Compensation
NWE’s director compensation has no performance-based components; equity grants to directors are unrestricted stock awards, and the company does not grant stock options under its Equity Compensation Plan to directors .
Other Directorships & Interlocks
| Category | Company/Organization | Status |
|---|---|---|
| Current public company boards | None | None disclosed |
| Prior public company boards | MDU Resources Group, Inc. | Retired from board May 14, 2024 |
| Industry associations | Edison Electric Institute; American Gas Association; North Central Electric Association; Midwest Energy Association | Board member/service (tenure not disclosed) |
| Financial/health/education boards | U.S. Bank Western ND Advisory Board; Sanford West Medical Board; NDSU Foundation & Alumni Association; Bismarck State College Foundation | Board/advisory roles |
Expertise & Qualifications
- Skill highlights: Financial Executive; Utility Operations; Regulatory & Public Policy; Risk Management/Oversight; Customers & Communities .
- Rationale for nomination: Extensive leadership of regulated utility and infrastructure businesses; Montana utility leadership experience; relevant expertise for operations and regulatory oversight .
Equity Ownership
| Holder | Unrestricted Shares Direct (#) | Unrestricted Shares Indirect (#) | Deferred Stock Units (#) | Total Beneficially Owned (#) | % Outstanding |
|---|---|---|---|---|---|
| David Goodin | 1,931 | — | — | 1,931 | <1% |
| Stock Ownership Guideline (Directors) | Requirement | Goodin Holdings (#) | Value ($) | % of Guideline Achieved |
|---|---|---|---|---|
| 6x annual cash retainer within 5 years | $420,000 (6 × $70,000) | 1,931 | 105,915 (at $54.85 on Mar 3, 2025) | 25% |
| Notes | New director working toward guideline | — | — | — |
Hedging/pledging: Insider Trading Policy prohibits hedging and publicly traded options; pledging is prohibited unless pre-cleared; none of directors or executive officers have pledged NWE securities .
Governance Assessment
- Independence and interlocks: Goodin is independent, with no current public company directorships, reducing interlock risk; he retired from MDU’s board before joining NWE’s board .
- Committee effectiveness: Placement on Audit and Operations aligns with his financial and utility operations expertise; Audit Committee is fully independent, financially literate, and met 4 times in 2024; Operations Committee focuses on safety, environmental compliance, cyber/physical security, and innovation (4 meetings) .
- Attendance signal: 100% attendance across Board and committees in 2024 indicates high engagement; all directors attended the 2024 annual meeting .
- Ownership alignment: Goodin holds 1,931 shares and is at 25% of the director guideline (6× retainer), appropriate for a newly appointed director with a five-year compliance window; selling restricted until guideline met .
- Conflicts/related-party: Proxy discloses no related-party transactions involving Goodin; company policy requires Audit Committee pre-approval and monitoring of related-person transactions (examples disclosed unrelated to Goodin) .
- Risk indicators: No hedging/pledging of company stock among directors; independent chair and sequential committee meetings support robust oversight and investor confidence .