Brody Wilson
Vice President, Treasurer, Controller and Chief Accounting Officer at 
Northwest Natural Holding
Northwest Natural HoldingExecutive
About Brody Wilson
Brody J. Wilson is Vice President, Treasurer, Controller and Chief Accounting Officer at NW Natural/NW Holdings; he also served as Interim Chief Financial Officer from July 28, 2023 to August 31, 2024 . He was 45 years old as of December 31, 2024 . 2024 compensation outcomes reflected company performance: adjusted EPS was $2.33 vs GAAP EPS of $2.03, Net Income Factor achieved 122.87% and Operations Factor 92.73%, driving above-target annual incentive payouts, while below-target three-year TSR led to a 25% reduction in performance share payouts to 75% of otherwise earned amounts . Company TSR under the SEC “CAP” framework showed $100 invested in NWN at 12/31/2019 valued at $65.93 by 12/31/2024 versus $106.50 for the peer group, informing pay-for-performance adjustments .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NW Holdings/NW Natural | Interim Chief Financial Officer | Jul 28, 2023 – Aug 31, 2024 | Provided leadership continuity; recognized with $100,000 interim CFO salary uplift and off-cycle 3,258 time-based RSUs vesting Sep 1 of 2025–2027 |
| NW Holdings/NW Natural | Vice President, Treasurer, Controller & Chief Accounting Officer | Ongoing; resumed Aug 31, 2024 | Finance, treasury and controllership leadership; EAIP participation and long-term equity awards aligned to ROE, EPS, TSR, ROIC |
Fixed Compensation
| Metric | 2024 value |
|---|---|
| Base salary (effective prior to Mar 1, 2024) | $418,500 |
| Base salary (effective Mar 1, 2024) | $432,000 |
| Base salary (effective Aug 31, 2024) | $332,000 (post-interim CFO service) |
| Interim CFO salary increment | $100,000 annualized while serving as interim CFO |
| EAIP target bonus (% of base) | 35% |
| EAIP target bonus ($) | $116,200 |
| EAIP actual payout (% of target) | 123% |
| EAIP actual payout ($) | $143,000 |
| Retention bonus (paid) | $100,000 (second installment of $200,000 plan approved in 2018) |
| “All Other Compensation” detail (selected) | Enhanced 401(k) contribution $17,250; non-qualified enhanced contribution $11,401; gift card gross-up $135 |
| Summary Compensation (SEC SCT) | 2024 | 2023 |
|---|---|---|
| Salary ($) | $400,021 | $357,833 |
| Bonus ($) | $150,061 | $167,128 |
| Stock awards ($) | $258,407 | $120,692 |
| Non-equity incentive ($) | $92,939 | $105,872 |
| Change in pension/def. comp ($) | $144 | $580 |
| All other comp ($) | $46,725 | $35,719 |
| Total ($) | $948,297 | $787,824 |
| Realized Compensation | 2024 | 2023 |
|---|---|---|
| Realized compensation ($) | $733,577 (includes $100,000 cash retention bonus) | $733,958 (includes $100,000 cash retention bonus) |
Performance Compensation
| EAIP (Executive Annual Incentive Plan) | Weighting/Target | Actual/Payout | Vesting/Mechanics |
|---|---|---|---|
| Company Performance Factor (CPF) = Net Income (71.43%) + Operations (28.57%) | CPF weight 70%; Priority/Individual weight 30% (includes ROIC component) | 2024 adjusted net income $90,631,155 (Net Income Factor 122.87%); Operations Factor 92.73%; NEOs’ average Priority/Individual 154.14%; average EAIP payout 126.40% of target; Wilson’s payout 123% of target ($143,000) | Awards paid by March 15 following year; subject to clawback; OECC can adjust for non-recurring items (2024 exclusions: $10.1M line extension disallowance after-tax; $1.7M SiEnergy transaction costs after-tax) |
| Net Income Factor thresholds | Minimum $79,863,041; Target $88,736,712; Maximum $94,948,282+ | Actual adjusted NI $90,631,155 → 122.87% factor | Interpolated schedule (up to 175%) |
| Long-Term Incentive Awards (2024 grants) | Grant date | Shares/Value | Vesting & Performance |
|---|---|---|---|
| RSUs with performance threshold | 2/21/2024 | 1,148 RSUs; grant-date fair value $44,623 | 25% vests on each Mar 1 of 2026-2028 (and typically 2025), contingent on ROE > 5-year avg cost of long-term debt; adjusted 2024 ROE 6.77% vs 4.54% threshold satisfied for 2025 vesting; clawback applies |
| Performance Shares (3-year award) | 2024 cycle (granted 2024) | Target 2,125 shares | Payout factor = EPS Payout Factor × TSR Modifier; capped at 200%; 0% if ROIC threshold unmet; +/- modifier based on TSR percentile vs peer group; payout certified after 2026 and delivered ~Mar 1, 2027/2028; clawback applies |
| Off-cycle time-based RSUs (retention for interim CFO service) | 9/1/2024 | 3,258 RSUs; grant-date fair value $131,037 | One-third vests on Sep 1 of 2025, 2026, 2027 (time-based); immediate vest on death/disability; clawback applies |
| Performance Share design details | Metric | Target / Payout |
|---|---|---|
| TSR Modifier | <25% → 75%; 25–75% → 100%; >75% → 125% | |
| EPS Payout Factor (cumulative over 2025–2027) | <93% → 0%; 93% → 40%; 100% → 100%; ≥105% → 185% | |
| ROIC Threshold | Average ROIC over award period must meet threshold (Committee-defined) | |
| Peer group (PS awards) | Atmos Energy; ONE Gas; Spire; Southwest Gas; NiSource; New Jersey Resources; Avista; Black Hills; MGE Energy; NorthWestern; Unitil |
Notably, OECC reduced earned performance share awards by 25% for the 2022–2024 cycle due to below-target three-year TSR, paying 75% of otherwise earned awards .
Equity Ownership & Alignment
| Beneficial Ownership (as of Dec 31, 2024) | Shares |
|---|---|
| Total number of shares (supplemental ownership table) | 20,937 |
| Outstanding Equity Awards at Dec 31, 2024 | Unvested/Unearned | Count | Market/Payout Value ($) |
|---|---|---|---|
| RSUs (performance threshold) | Unvested | 244 | $9,653 |
| RSUs (performance threshold) | Unvested | 228 | $9,020 |
| RSUs (performance threshold) | Unvested | 221 | $8,743 |
| RSUs (performance threshold) | Unvested | 287 | $11,354 |
| Performance shares (unearned) | 2023–2025 max tranche | 7,530 | $297,887 |
| RSUs (performance threshold) | Unvested (to vest Mar 1, 2025 subject to threshold) | 228 | $9,020 |
| RSUs (performance threshold) | Unvested (future tranches) | 442 | $17,486 |
| RSUs (performance threshold) | Unvested (future tranches) | 861 | $34,061 |
| RSUs (time-based) | Unvested (Sep 1, 2025–2027) | 3,258 | $128,886 |
- Ownership guidelines: NEO stock ownership guidelines set by Corporate Governance Standards—Wilson’s guideline is 1× annual salary; other NEOs have met or are within the time period to attain their targets .
- Hedging/Pledging: Directors and executive officers are subject to additional restrictions in the Company’s Hedging and Pledging of Securities Policy; pre-clearance and blackout procedures apply to insider trading .
- 10b5-1 Trading Plans: Plans require pre-approval, cooling-off periods (≥90 days for executive officers), and single-plan limits; sell-to-cover single-trade plans allowed for tax withholding on RSU vesting .
- Insider selling pressure windows: RSUs with performance threshold typically vest March 1 annually (subject to threshold), and off-cycle time-based RSUs vest on Sep 1, 2025–2027; pre-clearance/blackout and 10b5-1 provisions shape transaction timing .
Employment Terms
| Change in Control (CIC) benefits (estimated as of Dec 31, 2024) | Amount ($) |
|---|---|
| Cash severance | $896,400 |
| Insurance continuation | $53,955 |
| RSU acceleration | $263,247 |
| Performance share acceleration | $159,480 |
| Present value of SERP enhancements | — (not applicable) |
| Total | $1,373,082 |
- CIC design: Double-trigger change-in-control severance; no tax gross-ups .
- RSU termination treatment: For RSUs with performance threshold, if death/disability or eligible retirement and at least one year since grant, scheduled RSU payouts vest if threshold is met for the applicable year; time-based RSUs (e.g., Wilson’s 3,258 grant) vest immediately on death/disability (value $155,758 at $39.56 share price as of Dec 31, 2024) .
- EAIP under CIC: If CIC occurs and employment terminates without cause/by executive for good reason, prorated target EAIP payout per plan; if employed through year-end, payout equals Target Award .
Performance Compensation Structure Details
| Plan/Agreement | Key terms |
|---|---|
| RSU Award Agreement (Exh. 10aa) | ROE > 5-yr avg cost of long-term debt; vesting in thirds on Mar 1, 2026–2028; clawback; CIC acceleration if severance or qualifying termination; detailed definitions of Good Reason/Cause |
| EAIP (Exh. 10m) | Annual NI and Operations goals compose CPF; Priority/Individual factor assessed 0–175%; proration and CIC provisions; clawback |
| PS Agreement (Exh. 10x) | Payout factor = EPS factor × TSR modifier; ROIC threshold gate; peer group defined; CIC payout at target or prorated; clawback |
Compensation Structure Analysis
- Mix shift and pay-for-performance alignment: 2024 long-term incentives targeted 35% RSUs with performance threshold and 65% performance shares; OECC reduced earned PS payouts by 25% due to below-target three-year TSR, aligning equity outcomes with shareholder returns .
- Discretionary adjustments: OECC adjusted net income upward by $11.8 million in 2024 to exclude non-recurring regulatory disallowance and acquisition costs, mitigating misaligned incentives from uncontrollable factors .
- Guaranteed versus at-risk pay: RSU and PS awards are contingent on financial thresholds (ROE, EPS, ROIC, TSR), and EAIP is formula-driven with clawback; routine perquisites eliminated (≤$10,000), indicating emphasis on performance-based compensation .
Equity Ownership & Alignment (Additional)
| Topic | Detail |
|---|---|
| Dividend equivalents (RSU/PS vesting in 2024) | Wilson received $3,889 dividend equivalents on RSUs vested in 2024; $7,669 on PS payouts for the 2022–2024 cycle |
| Options | No stock options disclosed among outstanding awards for Wilson |
| Pledging/Hedging | Policy imposes restrictions; no specific pledging by Wilson disclosed in proxy tables |
Investment Implications
- Alignment: Compensation is tightly linked to financial performance—ROE gate for RSUs, EPS/ROIC/TSR for PS, and NI/Operations for EAIP—mitigating pay-for-underperformance; the explicit TSR modifier and 2022–2024 PS reduction signal disciplined governance .
- Retention and selling pressure: Off-cycle 3,258 time-based RSUs create potential sell-to-cover pressure around Sep 1 in 2025–2027; performance-threshold RSUs add March 1 vest events, though pre-clearance, blackout periods and 10b5-1 cooling-off requirements temper opportunistic trading .
- Change-in-control risk/reward: Double-trigger CIC with defined severance/acceleration (total $1.37M) reduces retention risk in strategic transactions without tax gross-ups; RSU/PS treatment offers predictable outcomes and limits windfalls .
- Performance execution: 2024 EAIP payouts above target driven by adjusted net income and individual goals despite weaker Operations Factor, but TSR underperformance vs peers (CAP TSR $65.93 vs $106.50) remains a key external benchmark for future PS outcomes .