Jeffrey Yingling

About Jeffrey Yingling

Independent director since 2019 (Age 65). Co-Founder and General Partner of Energy Capital Ventures (since 2020) following 35+ years in power/utility investment banking; recognized as an Audit Committee financial expert under SEC standards and financially literate under Nasdaq rules . Current NWE committee roles: Audit, Finance & Risk Committee Chair; Nominating & Governance Committee member . 2024 attendance: 100% of Board and all committee meetings on which he served; Board met eight times in 2024 .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit (Chair); Governance (member) .
• Audit Committee—primary responsibilities: financial reporting integrity, auditor independence/oversight, internal audit, significant financings/dividends, enterprise risk management, compliance; 4 meetings in 2024 .
• Governance Committee—oversight of nominations, board/committee composition, public image/ESG, policy, board effectiveness; 6 meetings in 2024 .
• Independence: Board determined Yingling and all non-employee directors are independent under Nasdaq/SEC standards .
• Attendance: Each director attended 100% of board and relevant committee meetings; all directors attended the April 2024 annual meeting .
• Structure: Independent Board Chair; 100% independent committees; sequential committee meetings to enable full board participation .
• Audit Committee Report signed by Audit Chair Yingling and members; recommended inclusion of 2024 audited financials in 10-K .
• Governance practices: robust stock ownership guidelines; prohibition on hedging company securities; committee authority to retain independent advisors .

Fixed Compensation (Director)

Performance Compensation (Director)

Other Directorships & Interlocks

Related Persons Transactions Policy requires Audit Committee review/approval above $120,000 annual amount; apart from an engineering project with a different executive’s family connection, no related persons transactions since Jan 1, 2024 .

Expertise & Qualifications

• Audit committee financial expert; Nasdaq financial literacy .
• Deep capital markets experience in utilities/power; risk management and innovation domain expertise .
• Committee leadership on Audit underscores enterprise risk, controls, and auditor independence .

Equity Ownership

• Guideline mechanics: directors must reach/maintain 6x cash retainer within five years; executives restricted from selling before achieving guideline .
• Insider trading policy: hedging company securities prohibited .

Insider Trades (Form 4 – most recent)

Source: Form 4 records; reporting name “Yingling Jeffrey W.”; type “director” .

Governance Assessment

• Board effectiveness: Strong—independent chair; fully independent committees; 100% meeting attendance; sequential committee meetings foster cross-committee visibility; Audit Chair authors formal report and oversees ERM and auditor independence .
• Alignment: Director ownership guidelines stringent (6x cash retainer); Yingling’s ownership at 252% of requirement enhances alignment; DSUs used via deferral support long-term skin-in-the-game .
• Compensation reasonableness: Director pay competitively benchmarked by independent consultant; mix of modest cash retainer and unrestricted equity; no options; hedging prohibited—shareholder-friendly features .
• Independence & conflicts: No related-party transactions involving Yingling disclosed; overlapping association with Energy Capital Ventures (with Director Yazdi) warrants monitoring, but Related Persons Transaction Policy and Audit Committee review standard are robust; no pledging disclosed .
• Investor confidence signals: Say-on-pay approval at 98.9% in 2024; governance practices previously recognized by Moody’s and others—supportive context for board credibility .

RED FLAGS: None disclosed specific to Yingling. Potential soft-watch item: dual association with Energy Capital Ventures alongside another director (Yazdi); mitigate via ongoing disclosure and Audit Committee policy oversight .