MardiLyn Saathoff
Northwest Natural HoldingAbout MardiLyn Saathoff
MardiLyn Saathoff is NW Natural’s Senior Vice President, Regulation and General Counsel (2024), and as of February 4, 2025 serves as Chief Legal Officer, General Counsel, Chief Compliance Officer, and SVP Regulatory for NW Natural and NW Holdings; she was interim Corporate Secretary from February 4 to March 2, 2025 . She is 68 years old as of December 31, 2024 . Company performance context relevant to her compensation: 2024 adjusted EPS was $2.33 (GAAP EPS $2.03), and cumulative EPS for the 2022–2024 performance cycle was $7.46 (after adjustments), with a 3-year TSR of -1.72% that drove a 25% downward modifier on performance shares .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NW Natural (subsidiary) | SVP, Regulation and General Counsel | 2024 | Oversight of regulation and legal; contributed to compensation plans tied to net income, operations, and individual goals . |
| NW Natural / NW Holdings | Chief Legal Officer; General Counsel; Chief Compliance Officer; SVP Regulatory | 2025–present | Elevated remit across legal, compliance, regulatory; role integrated with executive compensation and governance frameworks . |
External Roles
No external directorships or roles disclosed for Saathoff in the latest proxy.
Fixed Compensation
| Component | 2023 | 2024 (pre 3/1) | 2024 (effective 3/1) | Notes |
|---|---|---|---|---|
| Base Salary ($) | $446,250 | $449,500 | $468,000 | Comparator adjusted to reflect added responsibilities in rates, regulatory affairs, security, and facilities . |
Performance Compensation
Executive Annual Incentive Plan (EAIP) – 2024
| Metric | Target | Actual | Payout Mechanics |
|---|---|---|---|
| Target Bonus % of Salary | 50% | — | Formula: 70% Company Performance (71.43% Net Income, 28.57% Operations), 30% Priority/Individual goals (includes ROIC component) . |
| Target Award ($) | $234,000 | — | — |
| Actual Payout (% of Target) | — | 124% | Net Income Factor achieved 122.87% on adjusted net income of $90.631m (vs target $88.737m), Operations Factor 92.73%, Individual/priority goals averaged 154.14% for NEOs; OECC excluded non‑recurring items (line extension disallowance and SiEnergy costs) . |
| Actual Award ($) | — | $291,000 | Paid by March 15, 2025; subject to clawback . |
Long-Term Incentives (Equity) – Grant and Outcomes
| Instrument | Grant Date | Target/Granted | Outcome | Notes |
|---|---|---|---|---|
| RSUs (with performance threshold) | 2/21/2024 | 4,584 units; grant-date fair value $178,180 | 2024 threshold met (ROE 6.77% > 5-year avg cost of debt 4.54%), so 2025-tranche RSUs vest; future tranches subject to thresholds . | RSUs vest over 4 years if annual performance threshold met; dividend equivalents paid at vest . |
| Performance Shares (2024–2026 cycle) | 2024 service inception | Target 8,510 shares | TBD at cycle end | Formula: ROIC threshold; 3-year cumulative EPS; +/-25% TSR relative to peer group . |
| Performance Shares (2022–2024 cycle) | Prior cycles | Target 5,415 shares | Paid at 71.60% of target = 3,877 shares (plus $6.3175/share dividends), reflecting TSR modifier . | EPS component achieved 95.47%; TSR relative modifier reduced award by 25% . |
2024 Realized Compensation
| Year | Realized Compensation ($) |
|---|---|
| 2022 | $946,297 |
| 2023 | $1,017,796 |
| 2024 | $1,048,636 |
Equity Ownership & Alignment
| Ownership Detail (12/31/2024) | Amount (shares) | Notes |
|---|---|---|
| Directly owned | 24,552 | — |
| RSUs vesting within 60 days | 3,538 | Performance-threshold units scheduled to vest, subject to threshold . |
| Unvested RSUs (not vesting within 60 days) | 5,936 | Performance-threshold units . |
| Deferred Compensation Plan (DCP) stock credits | 15,282 | Not received within 60 days; DCP balance detail below . |
| Total Share Ownership (supplemental table) | 49,308 | Inclusive of deferred accounts/unvested representations per proxy’s supplemental ownership view . |
| Ownership as % of outstanding | <1% | Individual total <1.0% of class . |
| Ownership guidelines | 2x base salary (SVPs/NEOs) | Board concluded all NEOs have achieved or are making appropriate progress by Feb 2025 . |
| Hedging/Pledging policy | Prohibited (short sales, derivatives; restricted pledge/margin) | Insider trading policy in place; no options granted in 2024 . |
RSU Vesting Schedule and Values (at $39.56 price on 12/31/2024)
| Vest Date | Shares | Market Value ($) |
|---|---|---|
| 2025-03-01 (threshold met for 2024) | 778 | $30,778 |
| 2025-03-01 | 730 | $28,879 |
| 2025-03-01 | 884 | $34,971 |
| 2025-03-01 | 1,146 | $45,336 |
| 2026-03-01 | 730 | $28,879 |
| 2026-03-01 & 2027-03-01 (equal halves) | 1,768 total | $69,942 |
| 2026-03-01, 2027-03-01, 2028-03-01 (thirds) | 3,438 total | $136,007 |
Employment Terms
| Provision | Terms |
|---|---|
| Change-in-control structure | Double trigger; no tax gross-up; potential 280G “best-net” cutback applied . |
| Cash severance (CIC) | 2x (final annual salary + target bonus); for Saathoff: $1,404,000 . |
| Insurance continuation (PV) | $20,977 . |
| Equity acceleration (CIC) | RSUs: $371,701; Performance Shares: target award acceleration $588,580 . |
| Total CIC benefits (illustrative at 12/31/2024) | $2,385,258 . |
| Non‑CIC severance | Company guideline to limit non‑CIC severance agreements (≤5 years, declining benefits); none outstanding among NEOs . |
| Clawback | Compensation Recovery Policy applies to annual and long-term incentives in case of restatement; recovery of excess incentive compensation . |
| Perquisites | Routine perqs eliminated; incidental benefits typically remain < $10,000 per NEO . |
| Pension/SERP | No defined benefit participation; SERP not applicable for Saathoff . |
| Deferred compensation (2024) | Executive contributions $12,408; company contributions $17,550; earnings $64,293; year-end DCP balance $1,090,490 . |
Compensation Structure Analysis
- Pay mix emphasizes at-risk compensation: RSUs and performance shares comprise a significant portion; RSUs contingent on ROE vs cost of debt; performance shares tied to 3-year EPS with a TSR modifier and ROIC threshold .
- Discretion and adjustments applied prudently: OECC excluded non-recurring regulatory disallowance ($10.1m after-tax) and SiEnergy transaction costs ($1.7m after-tax) for EAIP and performance share calculations, aligning incentives with controllable performance .
- Governance-friendly features: Double-trigger CIC, no gross-ups, clawback policy, ownership guidelines, hedging/pledging prohibitions, and capped incentive payments .
Performance & Track Record
| Company Metric (context) | 2022 | 2023 | 2024 |
|---|---|---|---|
| GAAP Net Income ($mm) | $86.3 | $93.9 | $78.9 |
| GAAP EPS ($) | $2.54 | $2.59 | $2.03 |
| Adjusted Net Income ($mm) | $86.3 | $93.9 | $90.6 |
| Adjusted EPS ($) | $2.54 | $2.59 | $2.33 |
| 3-Year TSR (2022–2024 cycle) | — | — | -1.72% (TSR modifier reduced PS awards by 25%) |
Additional 2024 operational highlights used in incentive decisions: rate case success and adjusted revenue increases, ~10,000 net utility connections (+1.1% growth), ~$394.4mm system investment, RNG progress under SB 98, and safety/customer satisfaction metrics (including ice storm response) .
Say-on-Pay & Shareholder Feedback
2024 say-on-pay approval exceeded 96% of votes cast (over 95% including abstentions), with OECC determining no changes required in response .
Investment Implications
- Alignment and retention: Saathoff’s compensation is tightly linked to controllable outcomes (net income, operations, EPS/ROIC), with equity subject to performance thresholds and TSR modifiers; double-trigger CIC and clawback reduce shareholder risk .
- Insider selling pressure: Multiple RSU tranches scheduled over 2025–2028 may translate into periodic share delivery; however, ownership guidelines and hedging/pledging prohibitions mitigate misalignment risks .
- Change-of-control economics: Illustrative CIC package of ~$2.39mm blends cash (2x salary+bonus) and equity acceleration; no gross-up and “best-net” cutback features constrain excess payouts .
- Pay-for-performance discipline: The 2022–2024 PSU payout at 71.60% reflects disciplined application of TSR modifier despite strong EPS/ROIC achievement, signaling governance rigor in incentive outcomes .