Megan Berge
Northwest Natural HoldingAbout Megan Berge
Megan H. Berge is Vice President and General Counsel of Northwest Natural Gas Company (NW Natural) and Deputy General Counsel and Corporate Secretary of Northwest Natural Holding Company (NW Holdings), appointed effective March 3, 2025; she was age 44 as of December 31, 2024 and previously spent nearly two decades in private practice at Baker Botts L.L.P. (2006–2025) . She has since signed company filings in her Corporate Secretary capacity, evidencing her role in governance and disclosure processes . Company performance context during the most recent periods disclosed: 2023 net income was $93.9 million (EPS $2.59), up nearly 9% year over year , and for 2024 the Executive Annual Incentive Program (EAIP) factors produced a Net Income Factor of 122.87% and an Operations Factor of 92.73%, yielding an overall average EAIP payout of 126.40% of target for named executives; the OECC also noted “disappointing annual TSR” alongside other positive performance metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Baker Botts L.L.P. | Attorney | 2006–2025 | Private practice legal experience prior to joining NW Holdings/NW Natural |
Fixed Compensation
| Element | Company Policy | Ms. Berge – Latest Disclosure |
|---|---|---|
| Base salary | Base salaries targeted near market median, adjusted for experience/role/performance | Not disclosed; Ms. Berge was not a 2024 NEO and is not included in the Summary Compensation Table |
| Target annual bonus (EAIP) | EAIP design applies to executives; targets and payouts formulaically determined (see Performance Compensation) | Not disclosed for Ms. Berge; 2024 NEO payouts averaged 126.40% of target |
| Perquisites | Company states “no routine or excessive perquisites” | Not specifically disclosed for Ms. Berge |
Performance Compensation
| Component | Metric/Design | Weighting/Targets | Payout Mechanics | Vesting/Notes |
|---|---|---|---|---|
| EAIP – Company Performance Factor | Adjusted Net Income (71.43% of Company Factor) and Operations Factor (customer satisfaction, market growth, safety metrics) | Net Income: threshold/target/max set annually; Operations Factor composed of six equally-weighted goals (each 16.667%) with 0–200% ratings | Interpolated payouts; caps at 175% for Company Factor | Annual cash; applicable to executives broadly |
| EAIP – Priority/Individual Factor | Executive-specific goals tied to strategy, ROIC, O&M, regulatory, safety, decarbonization, human capital | 30% of total EAIP target | 0–175% scale based on stretch goal attainment | Annual cash |
| Long-Term Incentive (LTI) – Performance Shares | 3-year cumulative EPS with ROIC threshold; +/-25% TSR relative modifier | 65% of target LTI value | 0–200% based on plan design (modifier applies) | Cliff after 3 years; double-trigger CIC vesting |
| Long-Term Incentive (LTI) – RSUs (with performance threshold) | ROE threshold; otherwise time-based vesting | 35% of target LTI value | Forfeiture if threshold unmet; otherwise time-based delivery | Vests over 4 years; double-trigger CIC vesting |
| Options | Company did not grant options in 2024 and does not currently intend to grant them | — | — | Eliminates option-related selling pressure risk |
EAIP Company factor outcomes:
| Metric | 2023 | 2024 |
|---|---|---|
| Net Income Factor (%) | 89.91% | 122.87% |
| Operations Factor (%) | 91.47% | 92.73% |
2024 Operations Factor goals snapshot (each 16.667% weight):
- Customer Satisfaction – Overall: 63.75% rating (below target)
- Customer Satisfaction – Staff Interaction: 95.25% rating
- Market Growth: 88.71% rating
- Public Safety – Damages: 112.22% rating
- Public Safety – Odor Response: 196.42% rating
- Employee Safety (DART/PMVC): missed goal range; overall Operations Factor 92.73%
2023 Operations Factor goals snapshot (each 16.667% weight):
- Ops Factor totaled 91.47% in 2023; above target on safety/customer interaction, below on market growth .
Equity Ownership & Alignment
| Policy/Status | Detail |
|---|---|
| Stock ownership guidelines | Vice Presidents and all other executive officers: 1x base salary; SVPs/NEOs: 2x; COO/EVP: 3x; President: 4x; CEO: 5x. Target within 5 years of appointment (Board may extend) . |
| Hedging/pledging | Hedging prohibited; pledging restricted; short sales, collars, and derivatives on Company stock prohibited . |
| Beneficial ownership (individual) | Ms. Berge not individually listed among NEOs/directors in the 12/31/2024 table; no individual share count disclosed . |
| Beneficial ownership (group) | All directors and current executive officers as a group (24 persons): 375,255 shares, 0.933% of outstanding . |
| Deferred compensation plans | Director/Executive DCP exists and is reflected in ownership footnotes; not specific to Ms. Berge . |
| Option overhang | No options granted in 2024; Company does not intend to grant options, reducing potential option-driven selling pressure . |
Employment Terms
| Term | Detail |
|---|---|
| Appointment/tenure | Appointed Corporate Secretary of NW Holdings and NW Natural effective March 3, 2025; concurrently VP & General Counsel at NW Natural and Deputy General Counsel at NW Holdings . |
| Current roles evidenced | Signs SEC filings as Deputy General Counsel & Corporate Secretary (NWN) and VP, General Counsel & Corporate Secretary (NW Natural) . |
| Change-in-control (CIC) policy | Double-trigger CIC severance agreements; no single-trigger CIC; no tax gross-ups . |
| CIC definition highlights | ≥20% acquisition, board turnover, sale of substantially all assets/merger; benefits generally payable upon termination without cause or for good reason within 24 months post-CIC . |
| Example CIC multiple | CFO’s CIC agreement: cash payment equal to 2x base salary and target annual bonus (illustrative of executive officer terms) . |
| Clawback | Clawback policy incorporated into cash and equity incentives for amounts inappropriately received . |
| Insider trading policy | Company-wide policy governs transactions; filed as Exhibit 19 to 2024 Form 10-K . |
| Employment contracts | Company states “No employment contracts” as a practice . |
Compensation Peer Group
Approved compensation benchmarking peer group (proxy Exhibit A): American States Water; Atmos Energy; Avista; California Water Service; Chesapeake Utilities; Clearway Energy; Essential Utilities; IDACORP; MGE Energy; NorthWestern Energy Group; ONE Gas; Otter Tail; PNM Resources; Portland General Electric; SJW Group; Southwest Gas Holdings; Spire; Unitil .
Say‑on‑Pay & Shareholder Feedback
| Meeting Year | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2025 | 29,310,087 | 1,146,255 | 166,952 | 4,559,602 |
Investment Implications
- Alignment signals strong; risk controls in place: double‑trigger CIC (no single‑trigger), no tax gross‑ups, anti‑hedging/pledging, and embedded clawbacks all reduce pay‑for‑performance and governance risk; options are not used, limiting leverage and selling pressure from option exercises .
- Ownership expectations: as a Vice President–level executive, Ms. Berge is subject to a 1x salary ownership guideline with a 5‑year compliance window, indicating increasing “skin‑in‑the‑game” over time; the Board reviews progress annually .
- Incentive design emphasizes controllable metrics (adjusted net income and operations/safety/customer metrics) and multi‑year EPS/ROIC with a TSR modifier; recent company EAIP results (2024 Net Income Factor 122.87%; Operations 92.73%; average payout 126.40%) suggest incentives can still pay above target even with mixed operations and TSR headwinds, a nuance to watch as it relates to pay‑performance alignment optics .
- Disclosure gap on individual terms: Ms. Berge was appointed in 2025 and was not a 2024 NEO; individual base salary, bonus target, and equity grant details were not disclosed—monitor the next proxy and any Item 5.02 8‑K for specific terms, vesting schedules, and potential retention incentives .
Note: No Form 4 insider trading data for Ms. Berge was identified in the documents reviewed; governance policies restrict hedging/pledging, and the Company’s approach does not utilize options, which generally reduces near‑term insider selling pressure from option exercises .