Jan Horsfall

About Jan Horsfall

Independent director of NorthWestern Energy Group, Inc. (NWE), age 64, serving since 2015, with core credentials in technology, cybersecurity oversight, innovation, and customer engagement; financially literate under Nasdaq rules. He is Chairman and CEO of Sparq, Inc. (sports-centric AI-enabled game publisher), Managing Partner at Red Surfboard LLC, founder of VoterVac, and advisor to Huvr, Inc.; he holds a CERT Certificate in Cybersecurity Oversight and completed MIT Sloan + CSAIL’s “AI: Implications for Business Strategy” program. He serves as Operations Committee Chair and Audit Committee member.

Past Roles

External Roles

Board Governance

• Committee assignments: Operations (Chair) and Audit (member).
• Independence: Board-determined independent under Nasdaq and SEC standards (financially literate).
• Attendance: 100% Board and committee attendance in 2024; Board met 8 times.
• Committee meeting cadence (2024): Audit 4; Governance 6; Compensation 6; Operations 4.
• Board structure: Independent Board Chair; all four committees comprised entirely of independent directors; executive sessions at each meeting.

Fixed Compensation

• NWE non-employee director compensation framework (paid quarterly in cash and unrestricted stock):

  • Board Member annual retainer: $50,000 cash; 2,750 shares.
  • Board Chair annual retainer: $150,000 cash; 3,750 shares.
  • Committee Chair annual retainer: $15,000 cash.
  • Committee Member annual retainer: $10,000 cash (per committee).
  • New member initial stock grant: 1,000 shares.

• 2024 compensation received by Jan Horsfall:

  Component	Amount
  Fees Earned or Paid in Cash ($)	$85,000
  Stock Awards ($) (grant-date fair value)	$143,773
  Total ($)	$228,773

Performance Compensation

• Directors receive unrestricted stock awards; no performance-based metrics apply to director equity awards.
• Quarterly grant-date fair values applicable to undeferred director stock awards for directors including Horsfall (2024): Q1 $50.89/share; Q2 $50.93; Q3 $50.08; Q4 $57.22.

  Quarter 2024	Grant-date fair value per share ($)
  Q1	50.89
  Q2	50.93
  Q3	50.08
  Q4	57.22

Other Directorships & Interlocks

• Current public company boards: None (reduces interlock risk).
• Shared directorships with competitors/suppliers/customers: None disclosed.
• Private/advisory boards: Huvr, Inc. (advisory).

Expertise & Qualifications

• Primary skills: Technology & Security; Innovation & Transformation; Customers & Communities.
• Financial literacy: Financially literate under Nasdaq rules.
• Certifications and programs: CERT Cybersecurity Oversight certificate; MIT Sloan + CSAIL AI strategy program.

Equity Ownership

• Beneficial ownership as of March 3, 2025:

  Category	Shares (#)	Percent of Common Stock (%)
  Unrestricted shares (direct)	7,125	<1%
  Deferred Stock Units (DSUs)	702	<1%
  Total	7,827	<1%

• Stock ownership guidelines: Directors must hold at least 6x annual cash retainer ($420,000); Horsfall at 102% of guideline with value of shares and DSUs owned of $429,311 (priced at $54.85 as of March 3, 2025).

• Hedging/pledging: Hedging prohibited; pledging prohibited unless pre-cleared. None of the directors or executive officers have pledged NWE securities.

• Director deferred plan: Directors may elect to defer up to 100% of qualified cash/equity compensation into DSUs or mirror 401(k) options (Section 409A compliant).

Governance Assessment

• Strengths:

  • Independent, financially literate director with deep technology/cyber expertise; chairs Operations and serves on Audit (enhances oversight of safety, environmental, technology, and risk).
  • 100% attendance; independent committee structure; independent Board Chair (strong governance and accountability).
  • Strong ownership alignment—exceeds 6x retainer guideline; quarterly equity grants support skin-in-the-game.
  • No public-company interlocks; no pledging; hedging prohibited; no Horsfall-related party transactions disclosed.

• Watch items:

  • Multiple entrepreneurial activities (Sparq/Red Surfboard/VoterVac/Huvr advisory) are outside the utility sector; no conflicts disclosed, but continued monitoring of related party transaction disclosures advisable.

• RED FLAGS:

  • None identified (no attendance shortfalls, no pledging/hedging, no related party transactions involving Horsfall disclosed).