Mahvash Yazdi
NorthWestern Energy GroupAbout Mahvash Yazdi
Mahvash Yazdi (age 73) has served on NorthWestern Energy Group, Inc. (NWE)’s board since 2019; she is President of Feasible Management Consulting and formerly Senior Vice President and Chief Information Officer at Edison International and Southern California Edison (1997–2012), with deep expertise in utility operations, technology/cybersecurity, human capital, and innovation/transformation . She is currently the Compensation Committee Chair and a member of the Operations Committee at NWE; the Board has determined she is independent under Nasdaq/SEC standards and she attended 100% of Board and committee meetings in 2024 (Board held 8 meetings) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edison International & Southern California Edison | Senior Vice President and Chief Information Officer | 1997–2012 | Led transformation and technology implementations including smart meter and smart grid programs; cybersecurity leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Feasible Management Consulting | President | Since 2012 | Strategic consulting across utility/power, telecom, mobility, renewables |
| Anterix, Inc. (Nasdaq: ATEX) | Lead Independent Director; Compensation Committee Chair | Not disclosed | Lead Independent Director; chairs comp committee (2024 proxy) |
| Prologis (NYSE: PLD) | Chair, Energy Advisory Board | Not disclosed | Guides renewable energy, mobility, sustainability initiatives |
| Infosys | Advisory Board Member | Not disclosed | Technology advisory |
| Energy Capital Ventures | Strategic Advisor | Not disclosed | Strategic advisory role |
Board Governance
- Committee assignments: Compensation Committee Chair; Operations Committee member. Committees are 100% independent; Compensation Committee met 6 times in 2024; Operations met 4 times in 2024 .
- Independence: The Board determined Yazdi is independent under Nasdaq/SEC standards; only the CEO is non-independent .
- Attendance/engagement: Board held 8 meetings in 2024; all directors (including Yazdi) attended 100% of Board and their committee meetings; all directors attended the April 2024 annual meeting .
- Leadership structure: Independent Board Chair (Linda Sullivan); executive sessions at each regular Board/committee meeting without management present .
- Ownership alignment: Robust director stock ownership guideline updated to 6x annual cash retainer; Yazdi exceeds the guideline (see Equity Ownership) .
- Compensation Committee governance: Uses independent consultant Towers Watson; committee formally evaluated consultant independence across six factors and concluded no conflicts of interest .
- Governance practices: No hedging by directors/executives; strong governance framework and charters publicly available .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $80,000 | $85,000 |
| Stock Awards ($) | $156,200 | $143,773 |
| Total ($) | $236,200 | $228,773 |
Director pay structure (2024 schedule): Board member annual cash $50,000; annual unrestricted stock 2,750 shares; committee chair annual cash $15,000; committee member annual cash $10,000; Board chair has higher retainers; directors may elect to defer compensation; director equity grants are unrestricted stock awards .
Performance Compensation
| Performance-based element | 2023 | 2024 |
|---|---|---|
| Director performance-linked awards (metrics/vesting) | None disclosed; director equity grants are annual unrestricted stock awards (no performance metrics) | None disclosed; director equity grants are annual unrestricted stock awards (no performance metrics) |
NWE does not use stock options or performance-based equity for directors; meeting fees are not disclosed as a separate component; directors can defer cash/equity into DSUs under the Director Deferred Plan .
Other Directorships & Interlocks
| Company/Body | Role | Potential interlock relevance | Notes |
|---|---|---|---|
| Anterix, Inc. (ATEX) | Lead Independent Director; Compensation Chair | Wireless telecom solutions used by utilities; no related-party transactions disclosed at NWE | Independence affirmed at NWE; no related-party transactions disclosed; hedging prohibited |
| Prologis Energy Advisory Board | Chair | Logistics/energy advisory; no NWE transactions disclosed | Governance advisory, not a corporate board |
| Infosys Advisory Board | Member | Technology advisory; no NWE transactions disclosed | Advisory capacity |
| Energy Capital Ventures | Strategic Advisor | Energy-tech VC; no NWE transactions disclosed | Advisory capacity |
Expertise & Qualifications
- Utility operations leadership; innovation and transformation; technology and cybersecurity; human capital management; regulatory/public policy and risk oversight .
- Former CIO at a large public utility with transformation programs (smart meter/smart grid), aligning with NWE Operations Committee remit .
Equity Ownership
| Beneficial Ownership (as of Mar 3, 2025) | Shares (#) | Notes |
|---|---|---|
| Unrestricted common shares owned directly | 6,442 | |
| Deferred Stock Units (DSUs) | 11,990 | Under Director Deferred Plan |
| Total beneficial ownership | 18,432 | Less than 1% of shares outstanding (*) |
Stock Ownership Guideline Compliance (Directors, as of Mar 3, 2025; price $54.85):
| Requirement | Multiple Required | Guideline ($) | Shares+DSUs (#) | Value ($) | % of Guideline Achieved |
|---|---|---|---|---|---|
| Director guideline (6x cash retainer) | 6x | $420,000 | 18,432 | $1,010,995 | 241% |
(*) NWE lists “percent of common stock” for directors as “less than one percent” .
Governance Assessment
- Board effectiveness: Strong engagement (100% attendance), independent leadership, sequential committee meetings enabling full Board visibility, and robust ownership guidelines support investor confidence .
- Compensation oversight: As Compensation Chair, Yazdi oversees executive pay with independent consultant input; NWE has high say-on-pay approval (98.9% in 2024), signaling shareholder support for pay philosophy .
- Alignment: Yazdi’s director compensation combines cash and unrestricted stock; her ownership far exceeds the guideline (241%), indicating strong skin-in-the-game .
- Independence/conflicts: Board formally determined Yazdi is independent; no related-party transactions or family relationships disclosed; hedging prohibited for directors .
- Committee focus: Her technology/cyber and human capital background aligns with Operations and Compensation committee priorities (safety, technology/security, talent) .
RED FLAGS
- None disclosed regarding attendance, related-party transactions, hedging/pledging, or option repricing; monitor potential external interlocks if NWE were to engage commercially with Anterix/Infosys/Prologis, though no such transactions are disclosed .