Jane Peverett
Northwest Natural HoldingAbout Jane L. Peverett
Independent director of NW Holdings (NWN), age 66, serving since 2007. Former CEO of British Columbia Transmission Corporation (2005–Jan 2009) and CFO (2003–2005); previously held senior roles at Westcoast Energy including CEO of Union Gas Limited (2001–2003). She holds a B.Comm from McMaster University, an MBA from Queen’s University, and is a certified management accountant; the Board designates her as an SEC-defined audit committee financial expert. She currently chairs NW Holdings’ Audit Committee and serves on the Governance and Organization & Executive Compensation Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| British Columbia Transmission Corporation (BCTC) | President & CEO | 2005–Jan 2009 | Led BC’s electric transmission utility; regulatory and grid oversight experience. |
| British Columbia Transmission Corporation (BCTC) | Chief Financial Officer | 2003–2005 | Finance leadership; accounting and controls. |
| Westcoast Energy Ltd. / Union Gas Limited | President & CEO (Union Gas) | 2001–2003 | Natural gas distribution/storage leadership; industry operations. |
| Westcoast Energy Ltd. | Various senior positions | 1988–2003 | Broad energy sector experience in operations and finance. |
External Roles
| Organization | Role | Status | Committees / Chair Roles |
|---|---|---|---|
| Suncor Energy Inc. (SU) | Director | Current | Audit and Governance Committees. |
| Capital Power Corporation (CPX) | Director | Current | Not specified in proxy text. |
| Canadian Pacific Kansas City (CP) | Director | Current | Chair, Audit & Finance Committee. |
| CSA Group (Canadian Standards Association) | Chair | Current | Standards leadership. |
| Canadian Imperial Bank of Commerce (CIBC) | Director | 2009–2023 | Former Chair, Corporate Governance; Audit Committee member. |
| Encana Corporation | Director | Prior | Former Chair, Audit Committee. |
| Hydro One Inc.; Postmedia Network; BC Ferry Authority; BC Ferries Services; United Way of Lower Mainland | Director / Chair | Prior | Prior board service (BC Ferry Authority Chair). |
Board Governance
- Committee assignments (2024): Audit (Chair), Governance (Member), Organization & Executive Compensation (Member). The Board affirmed her independence; she is designated an audit committee financial expert.
- Meeting cadence (2024): Board (6), Audit (6), OECC (4), Governance (5). “No director attended fewer than 75%” of aggregate meetings. Executive sessions of non-management directors occurred at every Board meeting.
- Board structure: Independent Chair; Governance, Audit, and OECC composed entirely of independent directors.
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Chair | 6 |
| Organization & Executive Compensation (OECC) | Member | 4 |
| Governance | Member | 5 |
Fixed Compensation
- Philosophy: Directors are paid separately by NW Holdings and NW Natural; overall board pay targeted near the 50th percentile of an 18-company utility peer group reviewed by the OECC’s consultant. Stock ownership guideline for directors: $450,000 within five years; all directors have achieved or are making adequate progress. No perquisites ≥$10,000.
- 2024 Director Fees (Peverett): Cash fees only; no equity awards to non-employee directors.
| Name | Fees Earned or Paid in Cash ($) | Change in Pension Value & Non-Qualified Deferred Comp Earnings ($) | Total ($) |
|---|---|---|---|
| Jane L. Peverett | 247,500 | — | 247,500 |
Breakdown by entity for Peverett (2024):
- NW Natural: $222,750 (base + committee/chair retainers and any applicable meeting fees).
- NW Holdings: $24,750 (base + committee/chair retainers).
Director retainer schedules (2024):
NW Holdings
| Component | Amount ($) |
|---|---|
| Annual Cash Retainer | 20,000 |
| Audit Committee Chair (extra) | 2,000 |
| OECC Chair (extra) | 2,000 |
| Finance Committee Chair (extra) | 1,500 |
| Governance Committee Chair (extra) | 1,500 |
| Public Affairs & Environmental Policy Committee Chair (extra) | 1,500 |
| Chair of the Board (extra) | 10,000 |
| Vice Chair of the Board (extra) | 5,000 |
| Audit Committee Member (extra) | 1,000 |
| OECC Member (extra) | 1,000 |
| Finance Committee Member (extra) | 750 |
| Governance Committee Member (extra) | 750 |
| Public Affairs & Environmental Policy Committee Member (extra) | 750 |
| Extra Board/Committee Meeting Fees | 150 (per unscheduled, from 2nd) |
NW Natural
| Component | Amount ($) |
|---|---|
| Annual Cash Retainer | 180,000 |
| Audit Committee Chair (extra) | 18,000 |
| OECC Chair (extra) | 18,000 |
| Finance Committee Chair (extra) | 13,500 |
| Governance Committee Chair (extra) | 13,500 |
| Public Affairs & Environmental Policy Committee Chair (extra) | 13,500 |
| Chair of the Board (extra) | 90,000 |
| Vice Chair of the Board (extra) | 45,000 |
| Audit Committee Member (extra) | 9,000 |
| OECC Member (extra) | 9,000 |
| Finance Committee Member (extra) | 6,750 |
| Governance Committee Member (extra) | 6,750 |
| Public Affairs & Environmental Policy Committee Member (extra) | 6,750 |
| Extra Board/Committee Meeting Fees | 1,350 (per unscheduled, from 2nd) |
Performance Compensation
| Performance-Linked Pay Component | Disclosure |
|---|---|
| Equity/Option Awards | None to non-employee directors in 2024; none expected in 2025. |
| Options/SARs policy | Company did not grant options/SARs to directors in 2024; no current intent to grant. |
| Performance metrics for directors | Not disclosed/applicable to non-employee directors. |
Other Directorships & Interlocks
- Compensation Committee Interlocks: None; no insider participation required to be disclosed.
- Corporate governance standards cap public boards at ≤4; CEOs at ≤2 other boards.
- Peverett currently serves on NW Holdings/NW Natural, Suncor, Capital Power, and CPKC—at the stated cap, which may raise time-commitment considerations but remains within policy.
Expertise & Qualifications
- SEC-defined audit committee financial expert; extensive finance and accounting training.
- Senior leadership in natural gas and electric transmission; strategic/regulatory oversight including decarbonization and sustainability.
- Committee leadership experience across multiple public boards (audit/governance; audit chair roles).
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Jane L. Peverett | 26,212 | <1.0% | Includes shares credited to Deferred Compensation Plan (DCP). |
- Director stock ownership guideline: $450,000 within five years; Governance Committee concluded all directors have achieved or are making adequate progress.
- Hedging/pledging: Company policy prohibits hedging and restricts pledging by directors/executives. No pledging disclosures for Peverett noted.
Governance Assessment
- Strengths: Long-tenured independent director with deep utility/energy experience; Audit Chair and audit committee financial expert designation; robust committee engagement; consistent attendance standard; strong governance architecture (independent Chair; independent committees; executive sessions each meeting).
- Alignment: Cash-only director pay supplemented by ownership guidelines; Peverett holds 26,212 shares including DCP credits; no director equity grants may reduce mechanical dilution while relying on guidelines for alignment.
- Conflicts/Related-party: Audit Committee oversees related party transactions; 2024 disclosures identified legal and employment relationships unrelated to Peverett; no compensation committee interlocks.
- Risk indicators: Multi-board load at policy cap (potential time commitment); long tenure (since 2007) may prompt periodic independence and refreshment scrutiny, mitigated by Board’s recent refresh and annual independence assessment confirming her independent status.