Malia Wasson

About Malia H. Wasson

Independent Chair of the Board of Northwest Natural Holding Company (NWN) and NW Natural; age 66; director since 2014 and elected Chair in August 2021. CEO of Sand Creek Advisors LLC since March 2015; 33-year banking veteran, previously Executive Vice President, Commercial Banking at U.S. Bank and President of U.S. Bank’s Oregon & Southwest Washington operations; B.S. in finance from Santa Clara University . The Board has affirmatively determined she is independent under NYSE standards; in 2024 the Board held six meetings with executive sessions, and no director attended fewer than 75% of aggregate Board/committee meetings .

Past Roles

External Roles

Board Governance

• Role: Independent Chair of the Board; Board leadership structure separates Chair and CEO, with independent Chair presiding over executive sessions .
• Committees: Member—Audit; Organization & Executive Compensation (OECC); Governance .
• Independence: Determined independent as of Feb. 27, 2025 (11 of 13 directors, including Wasson, independent) .
• Attendance: 2024—Board met 6 times; Audit 6; OECC 4; Governance 5; no director below 75% attendance; each Board meeting included executive sessions of non-management directors .
• Years of service: Director since 2014; Chair since August 2021 .

Fixed Compensation (Non-Employee Director Program)

Director fees actually earned in 2024 (Wasson):

• NW Natural: $285,750
• NW Holdings: $31,750
• Total cash fees: $317,500
• Above‑market deferred compensation interest credited: $10

Compensation philosophy targets the 50th percentile of a utility peer group; Governance Committee reviews annually and uses independent consultant data .

Performance Compensation (Directors)

Other Directorships & Interlocks

Expertise & Qualifications

• Banking, finance, and accounting expertise; former Audit Committee Chair at NWN/NW Natural; current Audit Chair at COLM .
• Determined an “audit committee financial expert” under SEC rules (Audit Committee footnote identifies Wasson among experts) .
• Strategic and regulatory insight across regulated industries, M&A, risk oversight, governance, and community engagement .

Equity Ownership

• Total ownership (supplemental presentation including deferred amounts and unvested items excluded from the primary table): Wasson 13,499 .
• Director stock ownership guideline: Directors must own NW Holdings shares valued at least $450,000 within five years; all directors have achieved or are making adequate progress as of Feb. 2025 .
• Hedging/pledging: Company prohibits hedging and restricts pledging; prohibits short sales, derivatives, zero‑cost collars, and forward sales; restricts non‑recourse pledging/margin use .

Governance Assessment

• Strengths:

  • Independent Chair role with separated Chair/CEO; regular executive sessions; committee leadership fully independent; robust governance documents published (charters, standards, codes) .
  • Multi‑committee membership (Audit, OECC, Governance) indicating strong engagement; 2024 attendance thresholds met at Board/committee level .
  • Audit committee financial expert designation supports effective financial oversight .
  • Director compensation aligned to market median with transparent fee schedules; modest perquisites; use of DCP aligns director interests with shareholders via stock deferrals .
  • Strong shareholder support signals (Say‑on‑Pay approvals: 2024 ~95–96%; 2025 29.31m for vs 1.15m against) .

• Watch items / potential conflicts:

  • Historical interlock via Columbia Sportswear (Wasson at COLM; Boyle at NWN) warrants monitoring for related‑party considerations—Boyle retired from NWN Board in 2025, mitigating current interlock risk .
  • Related‑party transaction oversight is centralized in Audit Committee; 2024 related‑party disclosures did not involve Wasson, but ongoing vigilance is appropriate .

• No red flags disclosed:

  • No compensation committee interlocks or insider participation requiring disclosure; no reported related‑party transactions involving Wasson; no pledging/hedging of Company securities permitted by policy .

Director Compensation Summary (Wasson, 2024)

Compensation Committee Analysis

• OECC membership: Wasson served on OECC in 2024 (members: McCurdy, Partain, Peverett, Thrasher, Wasson, Wilhoite); no interlocks or insider participation disclosures required .
• Consultant independence: Pay Governance engaged by OECC; reports directly to OECC Chair; provides market data and plan design support; no other services provided to NWN .
• Peer group and philosophy: 18‑company compensation peer group; pay‑for‑performance guiding principles; directors reviewed stock ownership compliance; robust clawback policy at the company level .

Say‑on‑Pay & Shareholder Feedback

Related‑Party Transactions (Wasson‑specific)

• None disclosed involving Wasson in 2024; the company’s Audit Committee reviews and must approve related‑party transactions; disclosed matters in 2024 involved legal fees to Stoel Rives (partner spouse of former Corporate Secretary) and compensation to son of an executive—both reviewed under policy .

Board/Committee Structure Snapshot (2024)

Implication for investors: Wasson’s independent Chair role, audit expertise, and multi‑committee participation are positives for board effectiveness and investor confidence. Compensation is cash‑heavy with deferral mechanisms aligning interests; no personal related‑party transactions disclosed. Historical interlock with Columbia Sportswear should be monitored, though reduced after Boyle’s 2025 retirement from NWN’s Board .