Sandra McDonough
Northwest Natural HoldingAbout Sandra McDonough
Independent Class II director (since 2022) with deep public affairs and utility-industry experience; age 70. Former President & CEO of Oregon Business & Industry and the Portland Business Alliance; prior executive roles at PG&E affiliates and PacifiCorp; owner of Quetzal Consulting since Sep 2021. Holds two bachelor’s degrees from the University of Oregon. Current NWN committee assignments: Audit, Governance, and Chair of Public Affairs & Environmental Policy; nominated for a new term ending 2028.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oregon Business & Industry | President & CEO | 2018–2021 | Led statewide business advocacy; policy and governmental relations focus. |
| Portland Business Alliance | President & CEO | 14 years (prior to 2018) | Regional chamber leadership; community and policy engagement. |
| PG&E National Energy Group | Vice President, External Affairs | Not disclosed | Energy-industry external relations. |
| PG&E Gas Transmission Northwest | Vice President, Communications & External Affairs | Not disclosed | Energy-industry communications and policy. |
| PacifiCorp | Various roles | Not disclosed | Energy sector experience in OR and DC. |
| Quetzal Consulting | Owner | Since Sep 2021 | Business consulting; strategic and policy insights. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NW Natural (subsidiary board) | Director | Current | Board service at operating utility. |
| New Avenues for Youth (non-profit) | Board member | Current | Community engagement. |
| Regence (Oregon advisory board) | Advisory board member | Current | Health plan advisory; not a NWN supplier disclosure. |
| U.S. Bank National Association (Oregon advisory board) | Advisory board member | Past | Prior advisory service. |
| Oregon Business Academy (non-profit) | Board member | Past | Prior non-profit board service. |
| American Leadership Forum/Oregon | Senior Fellow | Current | Leadership network. |
Board Governance
- Independence: Board determined 11 of 13 directors are independent as of Feb 27, 2025, including McDonough.
- Attendance: In 2024 the Board met 6 times; no director attended fewer than 75% of Board and committee meetings; 10 directors attended the 2024 annual meeting.
- Executive sessions: Held at the end of each Board meeting, presided over by the independent Chair; each committee also holds executive session opportunities.
- Committees (2024 meetings in parentheses): Audit (6), OECC (4), Governance (5), Finance (3), Public Affairs & Environmental Policy (2).
Committee assignments (current)
| Committee | Role |
|---|---|
| Audit | Member |
| Governance | Member |
| Public Affairs & Environmental Policy | Chair |
Fixed Compensation (Non-Employee Director)
2024 director fees earned (cash) by entity
| Component | Amount |
|---|---|
| NW Natural (operating company) | $216,000 |
| NW Holdings (public holding company) | $24,000 |
| Total Cash Fees (2024) | $240,000 |
| Above-market interest credited (DCP/DDCP) | $22 |
Reference—2024 non-employee director fee schedule (for context)
- NW Natural: Annual cash retainer $180,000; committee chair adders: Audit $18,000, OECC $18,000, Finance $13,500, Governance $13,500, Public Affairs & Environmental Policy $13,500; committee member adders: Audit $9,000, OECC $9,000, Finance $6,750, Governance $6,750, PAEPC $6,750; meeting fee $1,350 for unscheduled meetings beyond one.
- NW Holdings: Annual cash retainer $20,000; committee chair adders: Audit $2,000, OECC $2,000, Finance $1,500, Governance $1,500, PAEPC $1,500; committee member adders: Audit $1,000, OECC $1,000, Finance $750, Governance $750, PAEPC $750; meeting fee $150 for unscheduled meetings beyond one.
Notes
- 2024 proxy shows no stock awards for directors; only cash fees and (if applicable) above‑market interest on deferred accounts. Columns for stock/option awards were not applicable in 2024.
Performance Compensation (Directors)
| Item | Detail |
|---|---|
| Performance-linked metrics or equity for directors | None disclosed for 2024; compensation comprised of cash retainers, committee fees, and meeting fees. |
| Deferred compensation | Directors may defer under DCP; above‑market interest on balances (e.g., $22 for McDonough in 2024). |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards (outside NWN/NW Natural) | None disclosed. |
| Potential interlocks/conflicts disclosed | None involving McDonough in 2024 related-person transactions section. |
| Director stock ownership guideline | Directors must own NW Holdings shares valued at least $450,000 within 5 years; Board concluded all directors have achieved or are making adequate progress. |
Expertise & Qualifications
- Governmental/public affairs, policy development, and regulatory acumen from leading Oregon’s largest statewide business group (OBI) and Portland’s Chamber.
- Two decades of energy industry experience (PG&E affiliates, PacifiCorp) spanning utility operations, regulatory matters, decarbonization, and sustainability.
- Strong Oregon business/community ties beneficial to oversight of local economy and stakeholder relations.
- Education: Two bachelor’s degrees, University of Oregon.
Equity Ownership
Beneficial and total ownership as of Dec 31, 2024
| Measure | Shares |
|---|---|
| Beneficial ownership included in primary table | 1,447 (credited under DCP) |
| Not included in beneficial table (additional DCP credits) | 5,802 (credited under DCP; excluded due to distribution timing) |
| Total ownership (supplemental table incl. deferred) | 7,249 |
Additional alignment and policies
- Director/Executive prohibition on pledging/hedging/short sales is part of NWN’s compensation governance practices.
- Director stock ownership guideline: $450,000 within five years; progress reviewed Feb 2025 (all achieved or on track).
Governance Assessment
Strengths
- Independent director with leadership experience as committee chair (Public Affairs & Environmental Policy) and membership on Audit and Governance—positions that influence compliance, ESG, and board refreshment.
- Independence affirmed by Board; no related‑party transactions involving McDonough disclosed for 2024.
- Attendance and engagement: Board/committees met regularly; no director below 75% attendance; routine executive sessions support independent oversight.
- Ownership alignment supported by mandatory director ownership guideline and DCP participation; Board reports directors are achieving or progressing toward guideline.
Watch items / potential investor considerations
- Compensation mix for directors is cash‑heavy with no 2024 equity grants disclosed, which can dilute direct equity alignment versus peers that use stock units; McDonough’s primary beneficial holding is via deferred shares.
- Total reported “beneficial” shares (1,447) are modest relative to guideline value target; however, she is within the five‑year accumulation window (director since 2022) and has additional deferred amounts (total 7,249).
Contextual shareholder signal
- 2024 Say‑on‑Pay passed with over 96% support (over 95% including abstentions as against), suggesting general investor confidence in compensation governance.