Karen Lee
Northwest Natural HoldingAbout Karen Lee
Karen Lee (age 60) is an independent director of Northwest Natural Holding Company (NWN) since 2021. She is CEO of Plymouth Housing (2022–present) and previously served as CEO of Pioneer Human Services, Washington State Employment Security Commissioner, and held multiple leadership roles at Puget Sound Energy including Director of Gas Operations; she holds a JD from the University of Washington School of Law and a B.S. from the U.S. Military Academy at West Point (Russian studies; minor in engineering) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plymouth Housing | Chief Executive Officer | 2022–present | Leads nonprofit focused on homelessness solutions |
| Pioneer Human Services | Chief Executive Officer | 2010–2022 | Led social-enterprise businesses; workforce development focus |
| WA Employment Security Department | Commissioner | 2005–2010 | Statewide policy and regulatory leadership |
| Puget Sound Energy | Director of Gas Operations; prior leadership roles | 2002–2005 (Director of Gas Ops) | Natural gas operations and regulation experience |
| K&L Gates LLP | Associate Attorney | Prior to 2002 | Legal and regulatory background |
| U.S. Army | Officer | 4 years | Leadership foundation |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| W. Lease Lewis Company | Director | Current | Private company board |
| Seattle Downtown Association | Director | Current | Civic engagement |
| University of Washington Foundation | Director | Current | Philanthropy/education governance |
| WA Statewide Reentry Council | Member | Current | Public policy and reentry initiatives |
| Regence Blue Shield Community Advisory Board | Member | Current | Healthcare community advisory |
| Federal Reserve Bank of San Francisco | Board member | Former | Financial oversight experience |
| U.S. Bank Washington Advisory Board | Member | Former | Banking advisory |
| Western Washington University | Trustee | Former | Higher education governance |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Karen Lee is independent as of Feb 27, 2025 |
| Board tenure | Director since 2021 |
| Committees | Finance; Public Affairs & Environmental Policy (not Chair) |
| Committee chairs on her panels | Finance Chair: Monica Enand; Public Affairs & Environmental Policy Chair: Sandra McDonough |
| Meetings and attendance | 2024 meetings: Board (6), Finance (3), Public Affairs & Environmental Policy (2); no director attended <75% of aggregate meetings on which they served |
| Executive sessions | Each Board meeting included executive sessions of non-management directors, chaired by the independent Board Chair |
Fixed Compensation (Director)
| Year | Cash Fees (Total) | NW Natural Portion | NW Holdings Portion | Notes |
|---|---|---|---|---|
| 2024 | $215,000 | $193,500 | $21,500 | Above-market interest credited under DCP: $39 |
Director pay is cash-only: annual board retainers plus committee and chair fees (no equity awarded to non-employee directors in 2024). Board compensation is paid separately by NW Natural (operating subsidiary) and NW Holdings (holding company) with market-median targeting; meeting fees apply for certain unscheduled sessions .
Performance Compensation
| Component | Status | Details |
|---|---|---|
| Equity grants (LTIP) | None in 2024 | Company granted no LTIP awards to non-employee directors in 2024 |
| Deferrals | Available | Directors may defer fees into the Deferred Compensation Plan for Directors and Executives (DCP) with stock or cash accounts; stock accounts credited with dividend equivalents |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed (apart from NW Natural subsidiary board) |
| Current private/civic/nonprofit boards | W. Lease Lewis Company; Seattle Downtown Association; UW Foundation; WA Statewide Reentry Council; Regence Blue Shield Community Advisory Board |
| Potential interlocks/conflicts | No related-party transactions disclosed pertaining to Karen Lee in the latest proxy |
Expertise & Qualifications
- Utility operations and regulation from Puget Sound Energy leadership roles, including Director of Gas Operations .
- Government and policy expertise as former Commissioner of WA Employment Security Department .
- Executive leadership and human capital management from CEO roles at Plymouth Housing and Pioneer Human Services .
- Legal training (JD) and military leadership (West Point graduate; U.S. Army officer) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of 12/31/2024) | 8,243 shares | Includes shares credited under DCP; does not include additional 6,749 shares credited under DCP not distributable within 60 days |
| Total ownership (supplemental “total” view) | 14,992 shares | Includes DCP and unvested/credited amounts highlighted in supplemental table |
| Shares outstanding reference | 40,308,777 | Shares outstanding at 4/3/2025 |
| Ownership as % of shares outstanding | ~0.04% | Calculated from 14,992 / 40,308,777 using cited figures |
Policy alignment:
- Director stock ownership guideline: $450,000 within 5 years of joining the Board; Governance Committee concluded in Feb 2025 that all directors have achieved or are making adequate progress toward goals .
- Hedging/pledging prohibited for directors and executives under company policy .
Insider Trades (Recent)
| Date | Type | Shares | Price | Balance After | Notes/Source |
|---|---|---|---|---|---|
| 2025-11-06 | DCP stock credit (Form 4) | 1,095.685 | $46.59 | 20,325.829 | Credited under DCP per prior 10b5-1-style election; filed 2025-11-10 |
Form 4 indicates credits to the DCP stock account pursuant to a standing election intended to comply with Rule 10b5-1 at the time of adoption; ownership is reported as indirect via the plan .
Governance Assessment
- Board effectiveness and fit: Committee assignments (Finance; Public Affairs & Environmental Policy) leverage Lee’s utility operations, regulatory, and human capital expertise; not a committee chair, which moderates concentration of authority .
- Independence and attendance: Independent director with adequate meeting participation (Board reports no director below 75% attendance; regular executive sessions held), supporting investor confidence in oversight quality .
- Compensation and alignment: Cash-only director compensation with robust $450k ownership guideline; no director equity grants in 2024 but active use of DCP stock accounts builds exposure to NWN stock; hedging/pledging prohibited, aligning with best practices .
- Conflicts/related party: No related-party transactions disclosed concerning Lee; Governance Committee oversees director independence and potential conflicts, reducing risk of interlocks or self-dealing .
- Signals: Continued accumulation of stock via DCP suggests ongoing ownership alignment; committee service on Finance indicates engagement in capital structure, dividend policy, and investor relations oversight—key to utility valuation and rate/regulatory strategy .
RED FLAGS: None specifically disclosed for Karen Lee in related-party transactions, attendance, or compensation practices in the latest proxy .