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Raymond Kaszuba

Senior Vice President and Chief Financial Officer at Northwest Natural HoldingNorthwest Natural Holding
Executive

About Raymond Kaszuba

Senior Vice President and Chief Financial Officer of Northwest Natural Holding Company (NW Natural Holdings) and NW Natural since August 31, 2024; age 45 at appointment; BS in Business Administration (University of Dayton) and MBA (Carnegie Mellon Tepper) . Prior roles include Interim President and prior VP & CFO of AmeriGas, VP & Treasurer at UGI Corporation, and senior finance/treasury roles at Enviva, ExxonMobil, Allegheny Energy, and US Bank . Company performance context: FY 2024 revenues $1,152.994 million vs. FY 2023 $1,197.475 million ; FY2023 1197475000.0 ]; EBITDA rose to $358.602 million* from $343.987 million*; Net Income fell to $78.871 million from $93.868 million; ROE 5.91%* vs. 7.63%* ; FY2023 93868000.0 ; ROE FY2024 5.9096*; FY2023 7.6337*]. Long-term incentive payouts for the 2022–2024 cycle were reduced to 71.60% of target due to a below-target 3-year relative TSR modifier, despite meeting ROIC threshold and 95.47% EPS factor .

Values marked with * were retrieved from S&P Global.

Past Roles

OrganizationRoleYearsStrategic Impact
AmeriGas (UGI subsidiary)Interim PresidentNov 2023–Aug 2024Senior leadership of U.S. largest propane distributor
AmeriGas (UGI subsidiary)Vice President & Chief Financial OfficerOct 2022–Nov 2023Led finance function in energy distribution
UGI CorporationVice President & TreasurerJul 2020–Oct 2022Corporate treasury leadership across energy businesses
EnvivaSVP Finance & Treasurer; VP & Treasurer2015–2020Finance/treasury roles at renewable bioenergy producer
ExxonMobil; Allegheny Energy; US BankTreasury, finance, audit rolesPrior to 2015Early-career finance and audit experience

External Roles

OrganizationRoleYearsNotes
No public company directorships disclosed in NWN filings

Fixed Compensation

ComponentAmountTiming/Notes
Base Salary$525,000Effective Aug 31, 2024
Hiring Bonus$200,000Paid at commencement
Relocation Cash Payment$100,000Paid at commencement

Performance Compensation

PlanMetricWeightingTargetActualPayout/FactorVesting/Timing
EAIP (Company Performance Factor)Net Income71.43% of 70%$88,736,712$90,631,155 (adjusted)122.87% factorCash; paid by Mar 15, 2025
EAIP (Company Performance Factor)Operations28.57% of 70%Multiple safety/operational goalsAchieved aggregate92.73% factorCash; paid by Mar 15, 2025
EAIP (Individual/Priority Goals)NEO-specific goals incl. ROIC component30%NEO goalsNEO avg 154.14% (range 143–169.10%)Contributes to overall 126.40% avg payoutCash; paid by Mar 15, 2025
Performance Shares (LTIP)ROIC threshold≥ 4.26% (2024 grants threshold)3-yr avg adjusted ROIC 5.70% (2022–2024 cycle)Threshold metShares issued post cycle
Performance Shares (LTIP)3-yr Cumulative EPS100% = target; 105% = 185%95.47% factor (2022–2024 cycle)95.47%Shares issued post cycle
Performance Shares (LTIP)3-yr Relative TSR modifier±25% modifierBelow-target TSR−25% modifier → 71.60% payoutShares issued post cycle
EAIP – Raymond J. Kaszuba (2024)Target Award % of BaseTarget AmountActual as % of TargetActual Award
Pro-rated for Aug 31 start60%$105,872124%$131,000
NoteHad he served full year, actual would have been $389,000

Equity Ownership & Alignment

ItemDetail
Beneficial Ownership (Dec 31, 2024)0 shares directly; unvested time-based RSUs of 7,815 excluded from “beneficial ownership” table (>60 days vest)
Total Shares Including Unvested/Deferred7,815 (time-based RSUs)
Vested vs. UnvestedVested: 0; Unvested RSUs: 7,815
RSU Grant (Off-cycle attraction/retention)7,815 RSUs granted 9/1/2024; vesting in three equal tranches (2,605) on Sept 1, 2025, 2026, 2027; no performance threshold; subject to continued employment
RSU Fair Value at Grant$314,319
RSU Market Value (12/31/2024)$309,161 (based on $39.56 close)
Acceleration (death/disability)Time-based RSUs immediately vest; estimated value $373,620 at 12/31/2024
Stock Ownership GuidelinesSenior VPs/NEOs: 2x base salary; Board found NEOs have achieved or are making appropriate progress (Feb 2025 review)
Hedging/Pledging PolicyHedging prohibited; pledging restricted (non-recourse margin/loans restricted)
OptionsCompany does not grant options to directors/officers in current program

Employment Terms

Agreement/TermKey Economics/Details
Indemnity AgreementExecuted in standard form for executive officers
Change-in-Control SeveranceDouble-trigger; 2x base salary + target annual bonus; no tax gross-up
Estimated CIC Payouts (hypothetical at 12/31/2024)Cash Severance: $1,680,000; Insurance Continuation: $55,865; RSU Acceleration: $373,620; Performance Share Acceleration: $0; Total: $2,109,485
Deferred CompensationEligible for non-qualified deferred compensation plan; no above-market interest credited for 2024 (Kaszuba: $0)
Pension/SERPNot a participant in defined benefit pension or SERP; N/A
Clawback (Compensation Recovery Policy)Company must recover erroneously awarded incentive compensation following material restatement; applies to executive officers

Company Performance Context (FY)

MetricFY 2023FY 2024
Revenues (USD)$1,197,475,000 $1,152,994,000
EBITDA (USD)$343,987,000*$358,602,000*
Net Income (USD)$93,868,000 $78,871,000
Return On Equity (%)7.63%*5.91%*

Values marked with * were retrieved from S&P Global.

Investment Implications

  • Compensation alignment: EAIP is formulaic with 70% company metrics (Net Income and Operations) and 30% individual/priority goals including a ROIC component, producing an average 126.40% payout in 2024; Kaszuba’s pro-rated award at 124% of target suggests strong alignment and execution under challenging regulatory conditions .
  • Retention and selling pressure: Significant unvested RSUs (7,815) vest ratably each Sept 1 (2025–2027), creating potential discretionary selling windows around vest dates; however, hedging is prohibited and pledging restricted, moderating alignment risks .
  • Change-in-control economics: Double-trigger 2x salary+bonus and immediate vesting of time-based RSUs on death/disability provide downside protection but are standard in utilities; estimated CIC total of ~$2.11M highlights moderate severance exposure without tax gross-ups .
  • Pay-for-performance discipline: 3-year LTIP payouts cut by 25% due to below-target relative TSR, even with ROIC threshold met and 95.47% EPS factor, indicating the committee applied negative discretion consistent with shareholder outcomes .
  • Execution risk: FY 2024 net income and ROE down versus 2023 while EBITDA rose*, with EAIP adjustments excluding Oregon rate-case and acquisition expenses; near-term focus likely on stabilizing earnings and navigating regulatory outcomes while integrating acquisitions ; ROE FY2024 5.9096*; EBITDA FY2024 358602000.0*].