Shannon Heim
General Counsel and Vice President, Federal Government Affairs at 
NorthWestern Energy Group
NorthWestern Energy GroupExecutive
About Shannon Heim
Shannon M. Heim is Vice President – General Counsel and Federal Government Affairs at NorthWestern Energy Group, Inc. (NWE) since January 2023; she previously served as Director, Regulatory Corporate Counsel (June 2020–2023) and was an equity shareholder at Moss & Barnett (2017–2020). She is 52 years old as of February 7, 2025 . Company performance during her tenure includes FY 2024 net income of $224.1M and a one-year TSR of 10.5%; for the three years ended December 31, 2024, NWE achieved ROAE of 7.5%, EPS growth of 0.9%, and TSR of 6.7% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NorthWestern Energy Group, Inc. | VP – General Counsel & Federal Gov’t Affairs | 2023–present | Leads legal and federal government affairs; executive officer responsibilities |
| NorthWestern Energy Group, Inc. | Director, Regulatory Corporate Counsel | 2020–2023 | Provided regulatory legal leadership supporting utility operations |
| Moss & Barnett, P.A. | Equity Shareholder (Attorney) | 2017–2020 | Private practice; legal expertise carried into utility regulatory roles |
External Roles
No public company board roles or external directorships disclosed for Ms. Heim .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $347,369 | $370,000 (effective Apr 1, 2024) |
| Target Bonus (% of Base) | Not disclosed | 50% |
| Actual Annual Bonus ($) | $121,275 (paid Mar 2024 for 2023 plan) | $171,680 (paid Mar 2025; 46.4% of base) |
| Discretionary Supplemental Retirement Contribution ($) | Not disclosed | $70,000 |
Performance Compensation
Annual Cash Incentive – 2024 Plan Design and Outcome
| Metric | Weight | Threshold | Target | Maximum | Actual | Target % Achieved | Contribution to Total (%) |
|---|---|---|---|---|---|---|---|
| Financial – Net Income ($M) | 55% | $194.0 | $215.5 | $237.1 | $224.1 | 120.0 | 66.0 |
| Safety – Lost Time Incident Rate (#) | 10% | 13 | 7 | — | 9 | 60.0 | 6.0 |
| Safety – Training Completion (%) | 5% | 99.0 | 100.0 | 100.0 | 100.0 | 100.0 | 5.0 |
| Reliability – SAIDI (minutes, excl. MEDs) | 10% | 138 | 101 | 90 | 95.2 | 163.3 | 16.3 |
| Reliability – Gas Leaks/100 miles | 5% | 13.6 | 9.7 | 6.5 | 9.2 | 120.0 | 6.0 |
| Customer Satisfaction – J.D. Power Electric Rank | 7.5% | 14 | 8 | 1 | 8 | 100.0 | 7.5 |
| Customer Satisfaction – J.D. Power Gas Rank | 7.5% | 14 | 8 | 1 | 6 | 125.0 | 9.4 |
| Total Plan Funding | — | — | — | — | — | — | 116.0 |
Heim’s 2024 payout calculation: $370,000 base × 50% target × 116% plan funding × 0.80 individual performance multiple = $171,680 (46.4% of base) .
Long-Term Incentive (LTIP) Structure and Grants
- LTIP split 70% PSUs (3-year performance) and 30% RSUs (3-year time-based), with investment-grade rating maintenance required for payouts .
- PSU metrics: 50% combined ROAE + simple average EPS growth; 50% relative TSR vs peer group; TSR component capped at 100% if TSR is negative .
- 2022–2024 PSU vesting funded at 73.8%; Heim vested 581 shares for the period (value $31,050 at $53.46) .
| Grant | Grant Date | Target Units (#) | Grant Date Fair Value ($/unit) | Target Value ($) | Vesting Date |
|---|---|---|---|---|---|
| 2024 PSUs | Feb 14, 2024 | 5,574 | $41.75 (Monte Carlo; net of dividends) | $232,741 | Dec 31, 2026 (performance-based) |
| 2024 RSUs | Feb 14, 2024 | 2,530 | $39.43 (net of dividends) | $99,758 | Dec 31, 2026 (time-based) |
| 2023 PSUs | Feb 17, 2023 | 2,851 | $55.85 | $159,238 | Dec 31, 2025 (performance-based) |
| 2023 RSUs | Feb 17, 2023 | 1,330 | $51.31 | $68,242 | Dec 31, 2025 (time-based) |
Equity Ownership & Alignment
- Beneficial ownership (as of March 3, 2025): 775 unrestricted shares directly; deferred stock units reported as 27,802; percent of outstanding less than 1% .
- Stock ownership guideline: 3× base salary ($1,110,000 requirement). Shares/DSUs owned counted for guideline purposes: 802 units; value $43,990; 4% of guideline achieved as of March 3, 2025 (closing price $54.85) .
- Outstanding awards at FY 2024 year-end:
- 2024 RSUs: 2,530 units; market value $135,254 at $53.46 .
- 2024 PSUs: 5,574 target units; assumed target value $297,986 at $53.46 .
- 2023 RSUs: 1,330 units; value $71,102 .
- 2023 PSUs: 2,851 target units; value $152,414 .
- Policy alignment:
- Robust stock ownership guidelines; executives restricted from selling until guideline achieved .
- Hedging of Company securities is prohibited; no stock options and no option repricing; no tax gross-ups .
- Insider trading policy in place (filed as Exhibit 19 to the 2024 Form 10-K) .
Employment Terms
- No individual employment agreement; executives covered by Company plans .
- Clawback policy adopted October 2023, compliant with Nasdaq Listing Rule 5608/SEC Rule 10D-1 .
- Key Employee Severance Plan benefits for Heim:
- Without change-in-control (assumed termination 12/31/2024): 1.5× base salary ($555,000), interrupted annual bonus ($169,583, pro-rated), COBRA reimbursement ($56,698), up to $20,000 outplacement; total $801,281 .
- With change-in-control (termination within 24 months): 2.5× base + 2.5× target bonus ($1,387,500), interrupted annual bonus ($169,583), COBRA reimbursement ($56,698), $20,000 outplacement; total $1,633,781 .
- Equity Compensation Plan – Change-in-Control:
- If awards not assumed/substituted: vest in full at target immediately prior to change-in-control; if assumed/substituted: vest in full at target upon involuntary termination within 24 months post-CIC .
- Potential accelerated vesting value of equity awards at 12/31/2024: $656,756 for Heim (at $53.46, assuming target) .
Company Performance During Heim’s Tenure (Investor context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $1,477,837,000* | $1,422,143,000 | $1,513,898,000 |
| EBITDA ($) | $466,578,000* | $507,364,000* | $554,100,000* |
| Net Income ($) | $183,008,000 | $194,131,000 | $224,111,000 |
| EBIT ($) | $271,558,000* | $296,890,000* | $326,465,000* |
| EBITDA Margin (%) | 31.57%* | 35.68%* | 36.60%* |
Values retrieved from S&P Global.*
Additional return metrics:
- One-year TSR (2024): 10.5% (9th of 13 peers; peer average 12.9%); Dividend $2.60/share (4.9% yield at 2024 year-end) .
- Three-year metrics (for LTIP 2022–2024): ROAE 7.5%, EPS growth 0.9%, TSR 6.7% .
Investment Implications
- Alignment and at-risk pay: Significant performance linkage via annual plan (financial, safety, reliability, customer satisfaction) and 70% PSU-based LTIP with ROAE/EPS/TSR metrics; 2024 annual plan funded above target (116%), while 2022–2024 PSU vesting funded below target (73.8%), indicating balanced incentive outcomes tied to multi-dimensional performance .
- Retention and selling pressure: Heim’s guideline compliance is only 4% as of March 3, 2025, suggesting ongoing accumulation requirement and a potential overhang if/when compliance is achieved; upcoming cliff vesting of 2023 and 2024 RSUs/PSUs (Dec 31, 2025 and Dec 31, 2026) may create periodic insider selling windows, though selling is restricted until guideline compliance .
- Change-in-control economics: 2.5× base+bonus CIC multiples and full target vesting of equity (if not assumed/substituted) provide robust protection; clawback policy mitigates accounting restatement risk .
- Governance and shareholder sentiment: Strong say-on-pay support (98.9% in 2024) and independent compensation oversight (Human Resources Committee; Towers Watson as independent consultant) reduce governance risk around pay practices .
Sources
- NorthWestern Energy Group, Inc. 2025 Proxy (DEF 14A)
- NorthWestern Energy Group, Inc. 2024 Proxy (DEF 14A)
- Form 10-K (FY 2024 and FY 2023)
- Form 8-K (LTIP Award Agreements, Feb 20, 2024)
- S&P Global data via GetFinancials (marked with *) for FY 2022–2024 financial metrics.