Kent Larson
NorthWestern Energy GroupAbout Kent Larson
Kent Larson (age 65) is an independent director at NorthWestern Energy Group, Inc. (NWE) since 2022. He retired in 2020 after a 38‑year career at Xcel Energy, serving as Executive Vice President and Group President overseeing approximately $45 billion of assets, a $5 billion annual capital budget, a $3.5 billion operating and fuel budget, and 8,000 employees across generation, transmission, distribution, gas, energy trading, and supply chain functions . His core qualifications include deep utility operations leadership, enterprise risk oversight, and customer/community interface experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xcel Energy, Inc. | Executive Vice President and Group President | 38 years; retired 2020 | Directed overall operations; oversaw $45B assets; $5B capex; $3.5B operating and fuel budget; led generation, transmission, distribution, gas, trading, supply chain; strategic direction |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Adolfson & Peterson Construction Company | Director | Current | Construction sector board service |
| Quanta Services West (subsidiary of Quanta Services) | Director | Current | Utility construction sector oversight |
| Regions Hospital (St. Paul, MN) | Director | Prior | Specialty care system board service |
Board Governance
- Independence: Board determined Larson is independent under Nasdaq and SEC standards; Board is entirely independent except CEO .
- Committee assignments: Audit, Finance & Risk Committee (member); Safety, Environmental, Technology & Operations Committee (member) .
- Chair roles: None; committee chairs are Jeffrey Yingling (Audit) and Jan Horsfall (Operations) .
- Attendance and engagement: Board held eight meetings in 2024; each director attended 100% of Board and committee meetings; directors attended the April 2024 annual meeting .
- Shareholder voting signal: At the April 30, 2025 annual meeting, Larson received 56,215,988 “For” votes, 148,190 “Withheld,” with 2,436,997 broker non-votes; all nine nominees were elected . At the April 26, 2024 meeting, Larson received 56,150,149 “For,” 165,143 “Withheld,” with 1,880,851 broker non-votes .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Board Member Annual Retainer (Cash) | $50,000 | Standard non‑employee director cash retainer |
| Committee Member Annual Retainer (Cash) | $10,000 per committee | Additional cash for each committee membership |
| Committee Chair Annual Retainer (Cash) | $15,000 | Not applicable to Larson in 2024 |
| Board Chair Annual Retainer (Cash) | $150,000 | Not applicable to Larson |
| Board Member Annual Grant (Stock) | 2,750 shares | Unrestricted stock; paid quarterly |
2024 director compensation received by Larson:
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 70,000 | 143,773 | 213,773 |
Grant-date fair values for undeferred quarterly stock awards (applicable to Larson’s 2024 grants):
| Quarter | Grant-date Fair Value per Share ($) |
|---|---|
| Q1 2024 | 50.89 |
| Q2 2024 | 50.93 |
| Q3 2024 | 50.08 |
| Q4 2024 | 57.22 |
Performance Compensation
- Structure: Non‑employee directors receive unrestricted stock awards; there are no director performance stock units, options, or bonus metrics tied to financial/ESG performance for directors .
- Options: The company does not grant stock options under its Equity Compensation Plan; option repricing is prohibited .
Other Directorships & Interlocks
| Company | Public/Private | Sector | Potential Interlock Risk |
|---|---|---|---|
| Adolfson & Peterson Construction Company | Private | Construction | Possible vendor ecosystem adjacency; no Item 404 related-party transactions disclosed involving Larson |
| Quanta Services West (subsidiary of Quanta Services) | Private subsidiary | Utility construction | Supplier ecosystem adjacency; no Larson-related Item 404 transactions disclosed |
| Regions Hospital | Non-profit | Healthcare | None linked to NWE transactions |
- Related-party transactions disclosure: Proxy details related‑person transactions (e.g., Merkel Engineering and employee family relationships) reviewed/approved by the Audit Committee; no disclosures involve Larson .
Expertise & Qualifications
- Skill highlights: Utility Operations; Risk Management/Oversight; Customers and Communities .
- Board competency context: Board committees are 100% independent; Audit members financially literate; governance and operations charters updated October 2024; strong governance practices recognized by Moody’s .
Equity Ownership
| Holder | Unrestricted Shares Owned (#) | DSUs (#) | Total Beneficially Owned (#) | % of Shares Outstanding | Ownership Guideline Requirement ($) | Owned Value ($) | % of Guideline Achieved |
|---|---|---|---|---|---|---|---|
| Kent Larson | 8,348 | 0 | 8,348 | <1% | 420,000 (6× $70,000) | 457,888 | 109% |
- Hedging/Pledging: Insider Trading Policy prohibits hedging/monetization transactions and pledging; none of the directors or executive officers have pledged NWE securities .
Insider Trades
| Date | Form | Transaction Type | Shares/Units | Price | Notes |
|---|---|---|---|---|---|
| — | — | — | — | — | No Form 4 transactions for Kent Larson were retrievable via the current document catalog. Use the insider-trades skill to fetch Form 4 filings and insider ownership details for the past 24 months. |
Governance Assessment
- Board effectiveness: Larson adds deep utility operations and risk oversight; active service on Audit and Operations aligns with his skill profile; he attended 100% of Board and committee meetings in 2024, evidencing strong engagement .
- Independence and conflicts: Board determination confirms Larson’s independence; proxy’s related‑party disclosures show no Larson‑related transactions; hedging/pledging prohibitions further align incentives .
- Ownership alignment: Larson exceeds robust director stock ownership guidelines (109% of requirement) and holds 8,348 shares; DSUs not used, but unrestricted stock grants and policy constraints support alignment .
- Shareholder signals: Low withhold votes for Larson in both 2024 and 2025 elections; say‑on‑pay support was 98.9% in 2024 and again passed in 2025, indicating broad shareholder confidence in governance/compensation frameworks .
- Potential RED FLAGS to monitor: External directorship at Quanta Services West (utility construction) could present perceived procurement adjacency; however, no related‑party transactions involving Larson are disclosed in the proxy .