Nathan Partain
Northwest Natural HoldingAbout Nathan I. Partain
Independent director since 2021; age 68. Former President and Co-Chief Investment Officer at Duff & Phelps Investment Management Co.; previously CEO/President of multiple Duff & Phelps closed-end funds (DNP, DTF, DPG) and held earlier roles at Gulf States Utilities . Education includes BS and MBA from Sam Houston State University; CFA charterholder; NACD Board Leadership Fellow .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duff & Phelps Investment Management Co. | President & Co-Chief Investment Officer; earlier EVP | 2005–Dec 2020 | Led investment management; deep utility sector experience |
| DNP Select Income Fund Inc. | President & CEO; CIO | 2001–Mar 2021 (CIO 1998–2017) | Governance and utility investing expertise |
| DTF Tax-Free Income Inc. | President & CEO | 2004–Mar 2021 | Fund complex oversight |
| Duff & Phelps Utility & Infrastructure Fund Inc. | President & CEO | 2011–Mar 2021 | Fund leadership |
| Duff & Phelps Fund Complex (DNP, DTF, DPG; formerly DUC) | Director | 2007–Mar 2022 (DUC to 2021) | Shared board across fund complex |
| Duff & Phelps Investment Research Co. | Director of Utility/Equity/Fixed Income Research | 1989–1996 | Sector research leadership |
| Gulf States Utilities Company | Financial/regulatory positions | Prior to Duff & Phelps | Utility regulatory background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Otter Tail Corporation (Nasdaq: OTTR) | Director; Chair of the Board | Director since 1993; Chair since 2011 | Provides utility industry insights; governance leadership |
Board Governance
- Current committee assignments: Chair, Organization and Executive Compensation Committee (OECC); member, Governance and Finance Committees .
- Independence: Board determined Partain is independent as of Feb 27, 2025 .
- Meetings/engagement: 2024 meetings—Board (6), OECC (4), Governance (5), Finance (3); no director attended fewer than 75% of aggregate Board/committee meetings .
- Compensation committee interlocks: None disclosed; OECC members included Partain (Chair) with McCurdy, Peverett, Thrasher, Wasson, Wilhoite .
- Board leadership: Chair of the Board is independent; executive sessions at each Board meeting .
Fixed Compensation
| Component | NW Holdings ($) | NW Natural ($) | Notes |
|---|---|---|---|
| Annual Cash Retainer | 20,000 | 180,000 | Paid separately by each entity |
| Committee Chair Retainer (OECC) | 2,000 | 18,000 | As OECC Chair |
| Committee Member Retainers (Governance, Finance) | 750 (each) | 6,750 (each) | Member fees per committee |
| Audit Committee Member Retainer | 1,000 | 9,000 | Not applicable to Partain (not on Audit) |
| Meeting Fees (unscheduled) | 150 | 1,350 | Second unscheduled meeting onward |
| 2024 Cash Fees Earned (Partain) | 24,500 | 220,500 | Footnote (9) details by entity |
| 2024 Total (Partain) | 245,000 | — | No above-market deferred interest for Partain (—) |
Director compensation is cash-based; no standard equity grants or options for directors in 2024. No perquisites exceeded $10,000 for any director .
Performance Compensation
| Element | Status | Evidence |
|---|---|---|
| Equity awards to directors (RSUs/PSUs) | Not granted in 2024 | Company did not grant options/SARs and does not intend to grant to directors; director pay components were cash retainers/fees |
| Performance metrics tied to director pay | Not disclosed/applicable | Director compensation philosophy outlines cash-based components only |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| Otter Tail Corporation | Chair and Director | Another regulated utility; enhances sector expertise; no specific conflict disclosed by NWN |
| Duff & Phelps Fund Complex (DNP, DTF, DPG) | Former President/CEO; Director through Mar 2022 | Investment funds; prior affiliations noted; no related-party transactions disclosed involving Partain |
Expertise & Qualifications
- Financial and governance expertise from decades leading utility-focused investment funds and research teams .
- Utility sector knowledge: renewable energy, decarbonization, sustainability, and climate change considerations; capital markets and executive compensation insights .
- Credentials: BS/MBA (Sam Houston State University), CFA, NACD Board Leadership Fellow .
Equity Ownership
| Holder | Direct Shares | DCP/Deferred Shares | Total Shares | Ownership % |
|---|---|---|---|---|
| Nathan I. Partain | 7,000 | 3,587 credited | 10,587 | <1% (individual total under 1%) |
| Directors & execs (group, 24) | — | — | 375,255 beneficial; 522,246 total incl. supplemental table | .933% (beneficial table) ; total group shares |
- Director stock ownership guidelines: must own NW Holdings shares valued at least $450,000 within five years; Governance Committee concluded in Feb 2025 that all directors achieved or are making adequate progress toward goals .
- Hedging/pledging: Company policy prohibits hedging and restricts pledging by directors/executives; bans options/derivative transactions and short sales .
Governance Assessment
- Strengths: Independent status; chairs OECC with no interlocks; robust committee structure and executive sessions; clear prohibition on hedging/pledging; formal related-party transaction review by Audit Committee .
- Alignment: Absence of routine equity grants to directors reduces direct market-based alignment; mitigated by substantial stock ownership guidelines ($450k) and evidence of director progress .
- Engagement: Multiple committee memberships and chair role indicate substantive governance involvement; 2024 meeting cadence suggests active oversight; Board reports no director below 75% attendance threshold .
- Conflicts: No Partain-specific related-party transactions disclosed; company discloses other RPTs managed under policy and below materiality thresholds; compensation committee interlocks not present .
- Signals for investors: OECC chaired by a seasoned utility investor supports pay-for-performance rigor; director compensation targeted near 50th percentile of 18-company peer group (balanced cost); explicit clawback for executive awards and risk-controls reinforce governance quality .