John Hines
NorthWestern Energy GroupAbout John Hines
John Hines is Vice President – Supply / Montana Government Affairs at NorthWestern Energy Group, Inc. (NWE) and has been a named executive officer since 2023 . He has 20.00 credited years of service under the company’s Montana pension plan, indicating ~20 years of tenure with NWE . Company performance metrics used for executive incentives show three-year ROAE of 7.5%, simple average EPS growth of 0.9%, and relative TSR of 6.7% for the period ended December 31, 2024 . For 2024, NWE delivered one-year TSR of 10.5% and basic EPS of $3.66, up 13.7% year-over-year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NorthWestern Energy Group, Inc. | Vice President – Supply / Montana Government Affairs | NEO since 2023; 20.00 credited service years | Oversees supply and Montana government affairs; key role against annual and long-term performance metrics used in incentives |
External Roles
No external directorships or outside public company roles for John Hines are disclosed in the proxy.
Fixed Compensation
Base Salary
| Metric | 2023 | 2024 |
|---|---|---|
| Annualized Base Salary ($) | $330,383 | $345,000 |
Annual Incentive Target and 2024 Actual
| Component | 2024 Value |
|---|---|
| Base Salary ($) | $345,000 |
| Target Incentive (% of Base) | 45% |
| Plan Funding (% of Target) | 116% |
| Individual Performance Multiple | 1.075 |
| Actual Cash Incentive (% of Base) | 56.1% |
| Actual Cash Incentive ($) | $193,597 |
Summary Compensation (Reported)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $326,553 | $341,065 |
| Stock Awards ($) | $189,694 | $214,745 |
| Non-Equity Incentive Plan ($) | $101,758 | $193,597 |
| Change in Pension Value & NQDC Earnings ($) | $123,663 | $71,969 |
| All Other Compensation ($) | $42,373 | $108,511 |
| Total ($) | $784,041 | $929,887 |
Performance Compensation
Annual Incentive Plan – 2024 Metrics and Outcomes
| Performance Measure | Weight | Threshold | Target | Maximum | Actual | Target % Achieved | Final Funding % of Total |
|---|---|---|---|---|---|---|---|
| Net Income ($mm) | 55% | $194.0 | $215.5 | $237.1 | $224.1 | 120.0% | 66.0% |
| Lost Time Incident Rate | 10% | 13 | 7 | — | 9 | 60.0% | 6.0% |
| Safety Training Completion | 5% | 99% | 100% | 100% | 100% | 100.0% | 5.0% |
| SAIDI (ex-MED) | 10% | 138 | 101 | 90 | 95.2 | 163.3% | 16.3% |
| Gas – Leaks per 100 Miles | 5% | 13.6 | 9.7 | 6.5 | 9.2 | 120.0% | 6.0% |
| J.D. Power Residential Electric Rank | 7.5% | 14 | 8 | 1 | 8 | 100.0% | 7.5% |
| J.D. Power Residential Gas Rank | 7.5% | 14 | 8 | 1 | 6 | 125.0% | 9.4% |
| Total Plan Funding | — | — | — | — | — | — | 116% |
Long-Term Incentive Program (LTIP) – Grants (2024)
| Component | Target Value ($) | Units (#) | Notes |
|---|---|---|---|
| 70% Performance Share Units (PSUs) | $150,317 | 3,600 | 3-year cliff vest; payout 0–200% of target; metrics: 50% combined ROAE & simple average EPS growth, 50% relative TSR; vesting contingent on maintaining investment-grade credit ratings |
| 30% Restricted Share Units (RSUs) | $64,429 | 1,634 | 3-year cliff vest; value depends on stock price at vesting |
LTIP – Historical PSU Funding (context)
| Performance Period | Payout (% of Target) |
|---|---|
| 2018–2020 | 50% |
| 2019–2021 | 72.7% |
| 2020–2022 | 20% |
| 2021–2023 | 27.5% |
| 2022–2024 | 73.8% |
LTIP – 2022–2024 PSU Performance Details and Vesting
| Metric (50% Financial / 50% Market) | Threshold | Target | Maximum | Actual | Vesting Contribution |
|---|---|---|---|---|---|
| ROAE (Financial) | 7.25% | 7.70% | 8.15% | 7.51% | 31.3% of total (62.6% for financial × 50%) |
| Simple Average EPS Growth (Financial) | (1.4)% | 1.1% | 3.6% | 0.9% | 31.3% of total (combined with ROAE) |
| Relative TSR vs Peers (Market) | 13th | 6th | 1st | 7th | 42.5% of total |
| Total Vesting | — | — | — | — | 73.8% |
| 2022–2024 PSU Vesting (Units) | Units at Grant | Vesting % | Units upon Vest |
|---|---|---|---|
| John Hines | 3,263 | 73.8% | 2,408 |
Equity Ownership & Alignment
Outstanding Equity Awards at 12/31/2024 (John Hines)
| Award Type | Grant Date | Unvested Units (#) | Market/Payout Value ($) |
|---|---|---|---|
| 2024 LTIP RSU | 2/14/2024 | 1,634 | $87,354 (at $53.46) |
| 2024 LTIP PSU (target) | 2/14/2024 | 3,600 | $192,456 (at $53.46) |
| 2023 LTIP RSU | 2/17/2023 | 1,109 | $59,287 (at $53.46) |
| 2023 LTIP PSU (target) | 2/17/2023 | 2,377 | $127,074 (at $53.46) |
| 2022 ERRP RSU | 12/13/2022 | 1,344 | $71,850 (at $53.46) |
| 2021 ERRP PSU (performance-based) | 12/13/2022 | 1,415 | $75,646 (at $53.46) |
| 2020 ERRP RSU | 12/14/2021 | 1,354 | $72,385 (at $53.46) |
Notes:
- Dividends are not paid or accrued on unvested awards .
- 2023 and 2024 PSUs will vest subject to performance/market criteria; as of 12/31/2024, below target for payout, but SEC requires disclosure at target .
2024 Stock Vested (Realized)
| Metric | Units | Value Realized ($) |
|---|---|---|
| LTIP PSU vesting (2022–2024 performance) | 2,408 | $128,737 (at $53.46) |
Upcoming Vesting Schedule (Key Dates)
| Award | Vest Date | Units | Performance Requirement |
|---|---|---|---|
| 2023 LTIP RSU | 12/31/2025 | 1,109 | Time-based (cliff) |
| 2023 LTIP PSU | 12/31/2025 | 2,377 (target) | ROAE/EPS growth + relative TSR; 3-year period |
| 2024 LTIP RSU | 12/31/2026 | 1,634 | Time-based (cliff) |
| 2024 LTIP PSU | 12/31/2026 | 3,600 (target) | ROAE/EPS growth + relative TSR; 3-year period |
| 2020 ERRP RSU | 12/31/2025 | 1,354 | Performance already satisfied; time-based vest |
| 2021 ERRP PSU | 12/31/2026 | 1,415 | Performance-based vest |
| 2022 ERRP RSU | 12/31/2027 | 1,344 | Time-based vest |
Ownership Guidelines, Hedging/Pledging, Options
- Executives must retain meaningful ownership ranging from 2x to 6x annual base salary; robust stock ownership guidelines in place .
- Hedging of company securities is prohibited; no stock options are granted or outstanding; option repricing and liberal share recycling are prohibited .
- Pledging practices are not disclosed in the proxy.
Pension and Deferred Compensation
| Plan/Benefit | Key Data | Amount |
|---|---|---|
| Pension – Present Value of Accumulated Benefit | NorthWestern Energy MT Pension Plan (credited service 20.00 years) | $1,034,540 |
| Pension – Cash Balance (if terminated at 12/31/2024) | MT Pension Plan cash balance | $942,481 |
| Officer Deferred Plan – Executive Contributions (2024) | John Hines elected deferrals | $117,455 |
| Officer Deferred Plan – Company Discretionary Contribution (2024) | 20% of base salary replaced ERRP ; Hines contribution value | $66,077 |
| Officer Deferred Plan – Aggregate Balance (12/31/2024) | Includes ERRP-related prior awards and earnings | $2,780,330 |
Employment Terms
- No employment agreements with executives; practice reviewed periodically to remain competitive .
- Clawback Policy adopted in October 2023 to comply with Nasdaq Listing Rule 5608 / SEC Rule 10D-1; requires recovery of erroneously awarded incentive compensation after a restatement .
- Insider Trading Policy in place (filed as Exhibit 19 to 2024 Form 10-K) .
- Change-in-control design: equity awards not assumed/substituted vest at target immediately prior to change in control; if assumed/substituted, unvested awards vest at target upon “involuntary termination” within 24 months post-CIC (double trigger) .
- Severance Plan economics for John Hines (assumed as of 12/31/2024):
Severance – With Change in Control (CIC)
| Component | Amount ($) |
|---|---|
| 2.5x Base Salary + 2.5x Target Bonus | $1,250,625 |
| Interrupted Annual Bonus (prorated) | $142,313 |
| COBRA Premiums | $37,330 |
| Outplacement Services | $20,000 |
| Total Potential Severance | $1,450,268 |
Severance – Without Change in Control
| Component | Amount ($) |
|---|---|
| 1.5x Base Salary | $517,500 |
| Interrupted Annual Bonus (prorated) | $142,313 |
| COBRA Premiums | $37,330 |
| Outplacement Services | $20,000 |
| Total Potential Severance | $717,143 |
Equity Acceleration Value at CIC (Illustrative at $53.46)
| Metric | Value ($) |
|---|---|
| Value of Accelerated Stock Vesting (target basis) | $686,052 |
Investment Implications
- Pay-for-performance alignment: 2024 annual incentive funded at 116% driven by above-target net income, reliability, and customer metrics, while long-term PSU vesting for the 2022–2024 cycle was 73.8% (below target), balancing short-term outperformance against longer-term mixed results .
- Upcoming vesting events: Meaningful LTIP and ERRP vesting for Hines in late 2025–2027 could create scheduled supply; 2025 target vest includes 2,377 PSUs and 1,109 RSUs, with 2026 target vest includes 3,600 PSUs and 1,634 RSUs, plus ERRP tranches in 2025–2027 .
- Retention risk and CIC protections: Double-trigger equity acceleration if awards are assumed, and 2.5x cash severance under CIC improve retention and reduce forced turnover risk; absence of employment agreements and clawback adoption enhance governance and mitigate compensation-related risk .
- Alignment safeguards: Hedging bans, no stock options, and stock ownership guidelines (2x–6x salary) support alignment and reduce red flags from derivative exposure; pledging not disclosed, warranting ongoing monitoring .
- Retirement incentives: Significant pension present value ($1.03M) and deferred comp balance ($2.78M) may influence personal liquidity and timing of sales around vesting windows; monitor Form 4 activity and blackout periods for potential insider selling pressure around year-end vestings .
Note: 2019 ERRP restricted share units did not vest due to failing the performance metric (net income exceeding 2019 in at least three of five years), demonstrating enforcement of pay-for-performance provisions .