Sherina Maye Edwards
NorthWestern Energy GroupAbout Sherina Maye Edwards
Independent director of NorthWestern Energy Group, Inc. (NWE), age 41, serving since 2023. Former Chief Strategy Officer at MasTec (NYSE: MTZ) with prior roles as CEO of INTREN, energy regulatory partner at Quarles & Brady, and Commissioner on the Illinois Commerce Commission; noted for utility regulatory expertise and innovation/strategy leadership . Committee memberships: Compensation and Governance; independence affirmed under Nasdaq/SEC standards; 100% attendance in 2024 across Board and assigned committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MasTec, Inc. (NYSE: MTZ) | Chief Strategy Officer | 2022 | Led strategy; innovation and transformation focus |
| INTREN (MasTec subsidiary) | President & CEO | 2020–2021 | Operational leadership in utility infrastructure |
| Quarles & Brady | Energy & utilities regulatory partner | 2018–2020 | State/federal regulatory strategies |
| Illinois Commerce Commission | Commissioner | 2013–2017 | Utility regulatory oversight |
| U.S. Dept. of Transportation | Co-Chair, Voluntary Information-Sharing System Working Group | Appointed 2016 | Recommendations on protection of security-sensitive information |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Midland States Bancorp, Inc. (Nasdaq: MSBI) | Director | Current | Risk and Trust Committees |
| Nexus Water Group | Director | Current | Board of a regulated water/wastewater utility; governance oversight |
Board Governance
- Independence: Independent director; Board is majority independent with independent Chair; all committees are 100% independent .
- Committees: Member, Governance (6 meetings in 2024) and Compensation (6 meetings in 2024); Board held 8 meetings in 2024 and Edwards attended 100% .
- Executive sessions: Regular executive sessions of non-employee directors at each Board/committee meeting .
- Chair roles: No chair role for Edwards; Governance chaired by Britt Ide; Compensation chaired by Mahvash Yazdi .
Fixed Compensation
| Component | Cash ($) | Shares (#) | Notes |
|---|---|---|---|
| Board Member Annual Retainer | 50,000 | 2,750 | Paid quarterly; unrestricted stock award |
| Committee Membership (per committee) | 10,000 | — | Paid quarterly |
| Committee Chair Annual Retainer | 15,000 | — | Not applicable to Edwards |
| Edwards 2024 Actual | 70,000 | — | Reflects Board retainer plus two committee memberships |
| Director 2024 Compensation (Edwards) | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Sherina Maye Edwards | 70,000 | 143,773 | 213,773 |
Performance Compensation
| Item | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 |
|---|---|---|---|---|
| Grant date fair value per share (undeferred director awards) | $50.89 | $50.93 | $50.08 | $57.22 |
- Structure: Non-employee directors receive annual unrestricted stock awards; no performance conditions tied to director equity; deferral permitted via Director Deferred Plan into DSUs or investment options mirroring 401(k) .
- Hedging/pledging: Hedging prohibited; pledging prohibited unless pre-cleared; none of the directors or executives have pledged Company securities .
Other Directorships & Interlocks
| Company | Sector Overlap with NWE | Potential Interlock/Conflict Assessment |
|---|---|---|
| Midland States Bancorp (MSBI) | Banking; no direct supplier/customer overlap disclosed | No related-party exposure disclosed involving Edwards |
| Nexus Water Group | Regulated water/wastewater utility (multi-state) | Not identified as NWE supplier/customer; no related-party exposure disclosed involving Edwards |
No related person transactions involving Edwards disclosed; 2024 related person transactions were limited to Merkel Engineering and family employment matters, with Audit Committee oversight and approval .
Expertise & Qualifications
- Skill highlights: Regulatory & Public Policy; Innovation & Transformation; with proficiencies in utility operations, human capital management, and technology/security .
- Board skills matrix recognizes regulatory strategy and transformation as primary qualifications for Edwards’ nomination .
Equity Ownership
| Holder | Unrestricted Shares Owned Directly (#) | Indirect (#) | Deferred Stock Units (#) | Total Beneficially Owned (#) | % of Shares Outstanding |
|---|---|---|---|---|---|
| Sherina Maye Edwards | 6,285 | — | — | 6,285 | * |
| Stock Ownership Guideline (Directors) | Multiple of Cash Retainer | Requirement ($) | Shares/DSUs Owned (#) | Value ($) | % of Guideline Achieved |
|---|---|---|---|---|---|
| Edwards (as of Mar 3, 2025) | 6x | 420,000 | 6,285 | 344,732 | 82% |
- Directors must achieve 6x annual cash retainer in stock/DSUs within five years of Board service; Edwards is progressing toward compliance (joined Board April 28, 2023) .
- Hedging/pledging of Company stock is prohibited; no pledging recorded among directors/executives .
Governance Assessment
- Strengths: Independent director with deep regulatory acumen; dual membership on Governance and Compensation committees; perfect attendance; strong Board governance (independent Chair, 100% independent committees, regular executive sessions) .
- Alignment: Material equity retainer alongside cash; robust director ownership guidelines with clear progress toward compliance; prohibition of hedging/pledging supports alignment .
- Shareholder signals: Say-on-pay approval at 98.9% in 2024; historical support ≥94% since 2011 indicating investor confidence in compensation/governance frameworks .
- RED FLAGS: None disclosed for Edwards—no related-party transactions, no attendance issues, no pledging/hedging; compensation structure for directors lacks performance conditions but is standard for utilities and balanced via ownership guidelines .
Compensation Committee analysis: Edwards sits on the Compensation Committee, which uses Towers Watson as an independent consultant; independence vetted across six factors; no conflicts identified; scope includes executive pay and director compensation, succession planning, and stock plans .