Linda Sullivan - Board Chair | NorthWestern Energy Group (NWE) Executive Profile & Compensation

About Linda Sullivan

Independent Board Chair of NorthWestern Energy Group, Inc. (NWE); age 61; director since 2017. Retired EVP & CFO of American Water (2014–2019) and former SVP & CFO of Southern California Edison after 22 years at Edison International; early career at Arthur Andersen. CPA (inactive since 1991) and CMA (since 1995). Current public company directorship: PPL Corporation (Finance and Audit Committees); prior board service: AltaGas Ltd. (Audit Chair, 2022–2024; Human Resources & Compensation) and EPA Financial Advisory Board; recognized for expertise in finance, utility operations, risk oversight, and technology/cybersecurity .

Past Roles

Organization	Role	Tenure	Committees/Impact
American Water Works Company, Inc.	EVP & CFO; led technology, cyber/physical security, supply chain, R&D, and environmental compliance	2014–2019	Financial reporting, internal controls, capital structure; enterprise risk oversight
Southern California Edison (Edison International)	SVP & CFO; progressive leadership over 22 years	2009–2014 (CFO); total 22 years	Utility operations, regulatory/public policy, human capital, technology/security; audit committee financial expert
Arthur Andersen LLP	Senior Auditor	Early career	External audit of utilities; foundational financial controls expertise

External Roles

Organization	Role	Tenure	Committees/Impact
PPL Corporation (NYSE: PPL)	Director	Since Jan 2023	Finance and Audit Committees
AltaGas Ltd. (TSE: ALA)	Director	2020–2024	Audit Chair (2022–2024); Human Resources & Compensation Committee
U.S. EPA	Financial Advisory Board	Prior service	Financial governance advisory
Non-profit boards	Director/Support roles	Prior service	Underserved communities; stakeholder engagement

Board Governance

Role: Independent Board Chair; sets agendas with CEO, presides at board, executive sessions and shareholder meetings; ex-officio member of each committee (Audit; Governance; Compensation; Operations) .
Independence: Board determined Sullivan and all non-employee directors are independent under Nasdaq and SEC standards; CEO is the sole non-independent director .
Attendance: Board held 8 meetings in 2024; every director attended 100% of Board and each committee on which they served; all directors attended the April 2024 annual meeting .
Committee landscape: Four committees, all independent—Audit (Chair: Jeffrey Yingling), Governance (Chair: Britt Ide), Compensation/Human Resources (Chair: Mahvash Yazdi), Operations (Chair: Jan Horsfall) .
Governance quality signals: Moody’s ranked NWE as the 5th best utility for governance practices; strong say‑on‑pay approval (98.9% of votes cast in 2024) .

Fixed Compensation

Item	Amount/Detail	Source
2024 Cash Fees (Linda Sullivan)	$128,335
2024 Stock Awards (Grant-date fair value)	$179,103
2024 Total Director Compensation	$307,438
2024 Board Chair Annual Retainer (Schedule)	$150,000 cash; 3,750 shares
Director Annual Retainer (Non-Chair)	$50,000 cash; 2,750 shares
Committee Chair Annual Retainer	$15,000 cash
Committee Member Annual Retainer	$10,000 cash
Stock grant valuation (undeferred awards)	Q1 $50.89; Q2 $50.93; Q3 $50.08; Q4 $57.22 per share
Director Deferred Plan availability	Up to 100% of qualified cash/equity, payable in DSUs or plan options (409A compliant)

Notes: Compensation paid quarterly; non-employee directors may defer compensation into DSUs; no director retirement plan participation; meeting expenses reimbursed; no special perquisites .

Performance Compensation

No performance-based compensation disclosed for directors; annual stock awards are unrestricted (not tied to performance metrics) .

Other Directorships & Interlocks

Company	Sector	Role/Committees	Overlap/Conflict Notes
PPL Corporation	Regulated utility	Director; Finance & Audit Committees	No NWE-related transactions disclosed; independence maintained
AltaGas Ltd.	Energy infrastructure	Director; Audit Chair; HRC Committee	Prior role concluded in 2024; no current interlock at NWE disclosed
EPA Financial Advisory Board	Government advisory	Member	Advisory, not commercial; no conflict disclosed

Expertise & Qualifications

Financial executive and audit committee financial expert; financially literate under Nasdaq rules .
Deep utility operations experience; risk management/oversight; technology and cybersecurity expertise .
Skills matrix primaries: Financial Executive; Utility Operations; Risk Management/Oversight; Technology and Security .

Equity Ownership

Holder	Unrestricted Shares	Deferred Stock Units (DSUs)	Total Beneficial Ownership	% Outstanding
Linda Sullivan	10,966	17,057	28,023	<1%

Ownership Guidelines	Requirement	Holdings	Compliance
Directors must hold ≥6x cash retainer within 5 years	Chair retainer $150,000 → $900,000 guideline	28,023 shares/DSUs valued at $1,537,062 (as of Mar 3, 2025, $54.85/share)	171% of guideline; in compliance

Hedging and pledging: Prohibited; none of the directors or executives have pledged NWE securities .

Governance Assessment

Board effectiveness: Independent Chair structure with sequential committee meetings enhances oversight and director engagement; 100% attendance underscores engagement quality .
Independence and conflicts: Sullivan determined independent; no related-party transactions or family relationships disclosed involving directors; related-person transactions policy active with Audit Committee oversight; 2024 related-party items did not involve directors .
Alignment: Robust director stock ownership standards; Sullivan exceeds guideline, supporting alignment with shareholders .
Investor confidence signals: Strong say-on-pay outcomes (98.9% approval) and external governance recognition (Moody’s ranking) support governance credibility .

RED FLAGS: None disclosed regarding attendance, hedging/pledging, or related-party transactions involving Linda Sullivan .