Charles Wilhoite
Northwest Natural HoldingAbout Charles A. Wilhoite
Charles A. Wilhoite, age 60, is an independent director of Northwest Natural Holding Company (NWN), serving since 2018. He is Managing Director at Willamette Management Associates (since 1995), with prior experience as a Senior Auditor at KPMG, and holds dual BS degrees in Accounting and Finance from Arizona State University; he is a CPA with accreditations in business valuation (ABV), financial forensics (CFF), CGMA, management accounting, financial management, valuation/appraisal, and fraud examination . The Board has determined he is independent and an “audit committee financial expert” under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Willamette Management Associates | Managing Director | Since 1995 | Leads valuation, forensic, and transaction advisory; firm acquired by Citizens Financial Group in Sept 2021 |
| KPMG | Senior Auditor | Not disclosed | External audit experience, foundation in accounting and controls |
| Portland Development Commission | Commissioner and Chair | Not disclosed | Economic development leadership and governance |
| City Charter Review Commission | Chair | Not disclosed | Municipal governance and charter oversight |
| Federal Reserve Bank of San Francisco – Portland Branch | Immediate Past Chair and Member; Economic Advisory Council Member | Not disclosed | Regional economic insight and regulatory interface |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Legacy Health | Board Chair | Not disclosed | Health system oversight in a regulated sector |
| Meyer Memorial Trust | Trustee | Not disclosed | Philanthropy and community investment |
| Jensen Quality Growth Fund (JENSX) | Board Member | Not disclosed | Oversight of a publicly offered mutual fund |
| Portland Business Alliance | Board Member; past Chair | Not disclosed | Business policy and community engagement |
| Oregon Business Council | Board Member | Not disclosed | Economic strategy and policy |
| Lease Crutcher Lewis | Board Member | Not disclosed | Construction industry governance |
| 4G Clinical | Board Member | Not disclosed | Life sciences/clinical tech oversight |
| NACD Northwest Chapter | Board Member | Not disclosed | Corporate governance leadership |
| Metal Toad Media | Advisory Board Member | Not disclosed | Technology advisory |
| Black Business Warehouse | Advisory Board Member | Not disclosed | Community and business development |
Board Governance
- Committee assignments and chair roles:
- Audit Committee member; designated audit committee financial expert .
- Organization & Executive Compensation Committee (OECC) member .
- Governance Committee Chair .
- Independence: Board determined Wilhoite is independent (among 11 of 13 current directors) .
- Attendance and engagement: Six Board meetings in 2024, each with executive sessions of non-management directors; Wilhoite attended at least 75% of aggregate Board/Committee meetings (no director fell below this threshold) .
- Board leadership: Chair of the Board is Malia H. Wasson (independent); executive sessions presided by the independent Chair .
Fixed Compensation
| Component | 2024 Amount (USD) |
|---|---|
| Fees earned or paid in cash – NW Natural | $218,813 |
| Fees earned or paid in cash – NW Holdings | $24,313 |
| Above-market interest credited | $0 |
| Total cash compensation | $243,126 |
- Director fee structure (context): NW Natural annual cash retainer $180,000; Committee chair/member adders (e.g., Audit Chair $18,000; Audit member $9,000; Governance Chair $13,500; OECC member $9,000); NW Holdings annual cash retainer $20,000 with smaller committee adders and meeting fees for unscheduled meetings .
Performance Compensation
- NWN did not grant LTIP awards to non-employee directors in 2024; compensation was cash-based with optional deferrals via the directors/executives deferred compensation plan .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Exposure |
|---|---|---|---|
| Jensen Quality Growth Fund (JENSX) | Public mutual fund | Board Member | Financial services governance; no NWN transaction noted |
| Legacy Health | Non-profit health system | Board Chair | Regulated sector oversight; no NWN transaction noted |
| Portland Business Alliance; Oregon Business Council | Business associations | Board Member | Policy networks; other NWN directors have civic roles (e.g., McDonough), but no related-party transactions disclosed |
Expertise & Qualifications
- Financial/accounting and valuation expertise; designated audit committee financial expert .
- Extensive leadership in regulated industries and public policy boards (health systems, Federal Reserve branch) .
- Credentials: CPA, ABV, CFF, CGMA and other finance/valuation certifications; dual BS degrees (Accounting, Finance) from Arizona State University .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (Dec 31, 2024) – total shares counted for 60-day window | 1,937 shares (includes 253 directly and 1,684 credited under DCP) |
| Additional shares credited under DCP (excluded from beneficial ownership table timing) | 15,173 shares |
| Total ownership including deferred/unvested plan shares | 17,110 shares |
| % of shares outstanding | <1% (individual totals for directors are less than 1.0%) |
| Pledging/Hedging | Prohibited under Company policy for directors and executive officers |
| Director stock ownership guideline | Directors must own NW Holdings shares valued at least $450,000 within five years; Governance Committee found all directors have achieved or are making adequate progress (Feb 2025 review) |
Governance Assessment
- Strengths
- Independent director with deep finance/accounting credentials; audit committee financial expert designation supports strong oversight of reporting, controls, and risk .
- Chairs Governance Committee with remit over director nominations, independence, ESG oversight, conflicts review, and ownership guidelines—an anchor for board refresh and policy rigor .
- Attendance threshold met; regular executive sessions enhance independent oversight .
- No compensation committee interlocks or insider participation; explicit disclosure of related-party review policy with no Wilhoite-related transactions disclosed .
- Anti-hedging/pledging policy and director ownership guideline promote alignment; progress to guideline confirmed by Governance Committee .
- Watch items
- Broad external commitments (multiple boards/advisory roles) require ongoing monitoring versus NWN’s expectation that directors not serve on >4 public company boards; current roles appear largely non-profit/private/fund, with no disclosed breach .
- Relative TSR headwinds affected executive long-term incentives, signaling sector/regional pressures; board oversight of strategy and investor communications remains important .
2024 say‑on‑pay support was >96% of votes cast (≈95% including abstentions), indicating broad investor alignment with compensation governance; relevant to board’s OECC oversight (Wilhoite is a member) .
Potential Conflicts or Related-Party Exposure
- Transactions with related persons are reviewed under the Board’s policy by the Audit Committee; 2024 disclosures show legal fees to Stoel Rives (partner spouse of former Corporate Secretary) and compensation to a VP’s son—none involve Wilhoite .
- As Governance Chair, Wilhoite’s remit includes conflict review and director independence, mitigating governance risk .
Committee Structure and Compensation Oversight
| Committee | Members (2024) | Meetings (2024) | Notes |
|---|---|---|---|
| Audit | Peverett (Chair), McDonough, Ludford, Wasson, Thrasher, Wilhoite | 6 | All members independent and financially literate; several designated audit committee financial experts including Wilhoite |
| OECC | Partain (Chair), McCurdy, Peverett, Thrasher, Wasson, Wilhoite | 4 | No interlocks/insider participation; independent consultant; clawback policy in place for executives |
| Governance | Wilhoite (Chair), Enand, McDonough, Partain, Wasson | 5 | Oversees nominations, independence, ESG, director compensation, conflicts |
| Finance | Enand (Chair), Lee, Ludford, McCurdy, Partain | 3 | Financial policy, dividends, capital structure |
| Public Affairs & Environmental Policy | McDonough (Chair), Boyle, Enand, Lee | 2 | Legislative, environmental, sustainability oversight |
Summary Implications for Investor Confidence
- Wilhoite’s finance and valuation background, audit expert status, and role as Governance Chair support board effectiveness in oversight of financial reporting, risk, nominations, and ESG—positively affecting investor confidence .
- No Wilhoite-specific related-party transactions disclosed; policy framework (independence standards, conflicts review, anti-hedging/pledging) reduces alignment risk .
- Director compensation is cash-based with deferral options; ownership guidelines and DCP stock credits suggest meaningful alignment, with minimal red flag signals observed in 2024 disclosures .