Mary Ludford

About Mary Ludford

Mary E. Ludford (age 65) is an independent director of Northwest Natural Holding Company (NWN), appointed August 19, 2024; she is nominated as a Class II director for a term to the 2028 Annual Meeting . She serves on the Audit and Finance Committees and is designated an SEC “audit committee financial expert” . Education: MBA, Quinlan School of Business, Loyola University Chicago; Bachelor of Business, Western Illinois University . As of February 27, 2025, the Board affirmatively determined she is independent under NYSE and company standards .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit; Finance. Audit Committee “financial expert” designation (SEC rules) .
• Independence: Determined independent as of Feb 27, 2025 .
• Attendance and engagement: In 2024, the Board met 6 times; Audit 6; Finance 3; executive sessions of non‑management directors at each Board meeting; no director attended fewer than 75% of aggregate Board and committee meetings; ten directors attended the 2024 Annual Meeting .
• Board leadership: Independent Chair; regular executive sessions; committee charters reviewed annually and posted; governance refreshment ongoing .

Fixed Compensation

Structure: Directors receive cash retainers and committee/membership/chair fees at both NW Natural and NW Holdings; meeting fees apply after second unscheduled meeting . 2024 fee schedules:

• NW Natural: Annual cash retainer $180,000; Audit Chair $18,000; Finance/Governance/PAEP Chairs $13,500; Committee member retainers $6,750–$9,000; Board Chair $90,000; Vice Chair $45,000; meeting fees $1,350 .
• NW Holdings: Annual cash retainer $20,000; Audit Chair $2,000; Finance/Governance/PAEP Chairs $1,500; Committee member retainers $750–$1,000; Board Chair $10,000; Vice Chair $5,000; meeting fees $150 .

Equity: Non‑employee directors did not receive LTIP awards in 2024 and are not expected to receive awards in 2025 . Directors may defer compensation via DCP/DDCP; no director perquisites ≥$10,000 in 2024 .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Financial, audit, and risk: Former Chief Audit Executive; Audit Committee financial expert .
• Cybersecurity and operational resilience: Deputy Chief Security Officer; oversight of IT/cyber risks .
• Utility operations and regulation: Senior roles across Exelon/PECO; industry experience directly relevant to NWN .
• Education: MBA (Loyola Quinlan); Bachelor of Business (Western Illinois University) .

Equity Ownership

• Director stock ownership guidelines: Required to own NW Holdings shares valued at least $450,000 within five years of joining the Board; Governance Committee concluded all directors have achieved or are making adequate progress as of Feb 2025 .
• Hedging/pledging: Corporate standards limit ability of executives and directors to hedge or pledge company securities .
• No pledging or hedging by Ludford disclosed; no options or RSUs reported for non‑employee directors .

Governance Assessment

• Board effectiveness: Placement on Audit and Finance aligns with Ludford’s audit/cyber/operations background; designation as “audit committee financial expert” strengthens oversight of financial reporting, ERM, and cybersecurity .
• Independence and attendance: Independent under NYSE standards; overall Board/committee cadence and executive sessions suggest healthy governance; no director attendance shortfalls below 75% in 2024 .
• Compensation alignment: Director pay is all‑cash with no equity grants, mitigating dilution and option‑related risk; strong stock ownership guideline ($450k) supports long‑term alignment, with permitted deferrals via DCP/DDCP .
• Conflicts/related‑party: No related‑party transactions involving Ludford disclosed; noted interlock with Otter Tail alongside NWN director Nathan Partain—monitor for information flow and potential conflicts if commercial relationships arise, but none are disclosed currently .
• Shareholder sentiment: Advisory say‑on‑pay passed with 29,310,087 for vs. 1,146,255 against at the 2025 Annual Meeting; prior year support exceeded 95–96%, indicating strong investor confidence in compensation governance .

RED FLAGS to monitor:

• Interlock: Shared board service at Otter Tail (with NWN director Partain); ensure recusal procedures if any transactions or strategy overlaps emerge .
• Ownership guideline progression: Current reported beneficial ownership is 861 shares via DCP; track progress toward the $450,000 guideline within five years of 8/19/2024 appointment .

Signals supporting confidence:

• Audit financial expert designation; deep audit/cyber background .
• Independent status; robust committee charters and executive sessions .
• No RPTs or perquisites of concern disclosed; prohibition on director hedging/pledging .

Appendix Data References

• Appointment/tenure/class:
• Biography/education/roles:
• Independence/attendance:
• Committee membership and meeting counts:
• Director compensation table and fee schedules:
• Ownership tables and DCP footnote:
• LTIP structure and director eligibility/caps:
• Related-party transactions disclosure:
• Say-on-pay results 2025/2024: