David Anderson
Northwest Natural HoldingAbout David H. Anderson
Former CEO of NW Holdings (2018–Apr 1, 2025) and NW Natural (2016–Apr 1, 2025); currently a Class III director (term ends 2026). Age 63; director since 2016. BBA in Accounting from Texas Tech University; Certified Public Accountant (ret.) and Chartered Global Management Accountant. Extensive 30+ years in the energy utility sector, including senior finance and operations roles at TXU prior to joining NW Natural in 2004 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NW Natural | Chief Executive Officer | Aug 2016 – Apr 1, 2025 | Led strategy, operations, regulatory engagement; advanced decarbonization initiatives and rate case execution . |
| NW Holdings | Chief Executive Officer | Mar 2018 – Apr 1, 2025 | Oversaw holding company; Board noted strong leadership and strategy execution . |
| NW Natural | President & COO; EVP & COO; EVP Operations & Regulation; SVP & CFO | 2015–2016; 2014–2015; 2013–2014; 2004–2013 | Broad operational and financial oversight across utility functions . |
| TXU Gas / TXU Corp. | SVP & CFO (TXU Gas); SVP & Chief Accounting Officer; VP Investor Relations & Shareholder Services | Pre-2004 | Senior finance, accounting, and IR leadership at a major energy utility . |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| National Fuel Gas Company (NYSE: NFG) | Director | Current | Audit, Finance, Compensation Committees . |
| American Gas Association | Board member; past Chair | Current/Past | Executive, Audit, and Safety/Resilience/Security task force; extensive policy leadership . |
| American Gas Foundation | Board trustee | Current | Energy policy and research support . |
| Oregon Business Council | Director | Current | Regional economic and policy engagement . |
Board Governance
- Committee assignments: None; not assigned to Audit, OECC, Governance, Finance, or Public Affairs committees .
- Independence: Not independent as of Feb 27, 2025 (11 of 13 directors independent; Anderson not among those listed given recent CEO role) .
- Attendance: In 2024, the Board held six meetings; no director attended fewer than 75% of aggregate Board/committee meetings .
- Executive sessions: Each 2024 Board meeting included an executive session of non-management directors; independent Chair presides .
- Years of service: Director since 2016; strong institutional knowledge but recent transition from CEO underscores lack of current independence .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base salary (CEO) | $836,000 (pre–Mar 1, 2024); $870,000 (effective Mar 1, 2024) | Set ~2% above market median salary; total target comp ~8% below peer median . |
| Director retainers (non-employee) | Not applicable for 2024 | Anderson was an employee director in 2024; non-employee director fees apply to non-employee directors only . |
Performance Compensation
| Program | Target/Metric | 2024/Latest Outcome | Payout/Effect |
|---|---|---|---|
| Executive Annual Incentive Plan (EAIP) – CEO | Target 90% of salary ($783,000) | Net Income Factor 122.87%; Operations Factor 92.73%; Individual Factor (CEO) 165.56% | Actual award 130% of target = $1,016,000 . |
| Adjustments to EAIP metrics | Excluded $10.1m after-tax line extension disallowance and $1.7m after-tax SiEnergy costs | Applied to align with controllable performance | Increased adjusted net income for incentive purposes . |
| Long-Term Incentives (2024 grants) | Target LTI value $1,600,007; 35% RSUs (14,660 units), 65% Performance Shares (PSU target 27,225) | RSU vesting conditioned on ROE > 5y avg cost of debt; PSU formula: ROIC threshold, 3-yr cumulative EPS, +/-25% TSR modifier | Structure aligns with financial performance and relative TSR . |
| RSU performance threshold (for 2025 vesting based on 2024) | 2024 adjusted ROE 6.77% vs 5-year average cost of debt 4.54% | Threshold met | RSUs scheduled to vest in 2025 vested . |
| PSU 2022–2024 cycle | ROIC threshold 4.14%; 3-yr avg ROIC 5.70% (after adjustments); 3-yr cumulative adjusted EPS $7.46 = 95.47% factor; relative TSR modifier -25% to 71.60% payout | Actual shares: 14,059 for CEO (71.60% of 19,635 target) | Discretion used to adjust EPS/ROIC for the same non-recurring items; TSR modifier not adjusted . |
Key PSU Performance Design Details
- ROIC thresholds: 2022 grant: 4.14%; 2023: 4.21%; 2024: 4.26% .
- 3-year cumulative EPS payout curve: <93% = 0%; 93% = 40%; 100% = 100%; ≥105% = 185% .
- Relative TSR modifier: <25th percentile = 75%; 25th–75th = 100%; >75th = 125% .
Other Directorships & Interlocks
| Company | Sector/Relevance | Role | Committees |
|---|---|---|---|
| National Fuel Gas Company (NYSE: NFG) | Integrated gas utility (industry peer) | Director | Audit, Finance, Compensation . |
- No related-party transactions involving Anderson were disclosed for 2024; related-party items disclosed involved other individuals (Stoel Rives fees; compensation to an executive’s son), each reviewed under the Related Party Transactions Policy .
- Interlock risk: Sits on a peer utility board (NFG). No transactional conflicts disclosed; monitor for competitive or information-sharing risks; Audit Committee oversees related-party reviews .
Expertise & Qualifications
- Financial and accounting expertise; CPA (ret.) and CGMA; prior Chief Accounting Officer; extensive valuation and regulatory experience through executive roles and industry associations .
- Deep utility operations, regulatory strategy, decarbonization and safety oversight; past AGA Board Chair and multiple committee leadership roles .
- Education: BBA in Accounting, Texas Tech University .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (Dec 31, 2024) | 157,138 shares (<1%) | Includes 144,298 held jointly; 11,489 RSUs vesting within 60 days; 1,351 DCP shares . |
| Total ownership (incl. deferred/unvested representations) | 186,215 shares | Supplemental view including deferred and unvested representations; not additive to beneficial table . |
| Director stock ownership guidelines | $450,000 within 5 years; Board concluded directors achieved or are making adequate progress (as of Feb 2025) | Applies to directors broadly; also limits hedging/pledging for executives and directors . |
Fixed Director Compensation (Context)
| Entity | Annual Cash Retainer | Committee Chair Retainers | Committee Member Retainers | Extra Meeting Fee |
|---|---|---|---|---|
| NW Holdings | $20,000 | Audit $2,000; OECC $2,000; Finance $1,500; Governance $1,500; Public Affairs & Environmental Policy $1,500 | Audit $1,000; OECC $1,000; Finance $750; Governance $750; Public Affairs & Environmental Policy $750 | $150 per unscheduled meeting beyond baseline |
| NW Natural | $180,000 | Audit $18,000; OECC $18,000; Finance $13,500; Governance $13,500; Public Affairs & Environmental Policy $13,500 | Audit $9,000; OECC $9,000; Finance $6,750; Governance $6,750; Public Affairs & Environmental Policy $6,750 | $1,350 per unscheduled meeting beyond baseline |
Note: Anderson did not receive non-employee director fees in 2024 because he was an employee (CEO) in that year .
Governance Assessment
- Independence and committee load: Not independent in 2025 due to recent CEO service; no committee roles. Strength: deep company knowledge; Risk: independence optics and absence from key oversight committees (Audit/OECC) reduce direct governance influence as a director .
- Pay-for-performance alignment: 2024 EAIP/PSU designs anchored to Net Income, ROIC, EPS, and relative TSR; however, the OECC used discretion to exclude a regulatory disallowance and acquisition costs for 2024 in both annual and long-term plans—shareholders should monitor consistency of such adjustments and their impact on incentives .
- Shareholder sentiment: 2024 say‑on‑pay passed with >96% support, signaling investor comfort with overall compensation design during 2024 .
- Related-party/pledging risks: No Anderson-specific related-party transactions disclosed; company prohibits/limits pledging/hedging; no pledging disclosed for Anderson .
- Attendance/engagement: Board met six times; no director fell below 75% attendance; all meetings included executive sessions—a positive for independent oversight .
RED FLAGS to monitor
- Non-independence (recent CEO) while remaining on the Board reduces perceived board independence .
- Compensation metric adjustments (regulatory disallowance, M&A costs) inflated adjusted performance used for incentives in 2024; ensure adjustments remain exceptional and transparent .
Positive signals
- Strong sector expertise and policy leadership (AGA), plus external board experience (NFG) beneficial for regulatory and strategic oversight .
- Robust director ownership guidelines; Board assessed progress as adequate; restrictions on hedging/pledging support alignment .
Citations
Director biography (David H. Anderson) with roles, age, independence context, and external boards.
Board independence determination, meeting count, and attendance threshold.
Executive session practices and independent chair role.
Committee memberships table.
CEO target compensation relative to market.
Executive base salaries (including CEO).
EAIP targets and actual awards (CEO).
EAIP adjustments to exclude regulatory disallowance and acquisition costs.
Net Income Factor details and 2024 result.
Operations Factor design and 2024 performance.
Individual/priority goals and CEO individual rating.
LTI structure and 2024 grant details (RSUs/PSUs).
PSU design: ROIC thresholds and EPS payout curve.
PSU 2022–2024 results and adjustment disclosure.
ROIC and EPS results for 2022–2024 PSU cycle.
RSU vesting threshold (ROE vs cost of debt).
“What we do/don’t do” compensation/governance practices (ownership, hedging/pledging limits, clawback).
Related party transactions policy and 2024 disclosures.
Say-on-pay 2024 support.
Beneficial ownership table for directors (Anderson).
Total ownership supplemental table.
Director compensation philosophy, ownership guideline $450k, and NW Holdings retainers schedule.
NW Natural retainers schedule.
Non-employee director compensation table (Anderson not included as employee in 2024).