Dr. Kathryn O. Johnson
Otter TailAbout Dr. Kathryn O. Johnson
Dr. Kathryn O. Johnson is an independent director of Otter Tail Corporation, serving since 2013; she is 70 years old as of the April 2025 Annual Meeting and holds a Ph.D. in Geology from the South Dakota School of Mines and Technology . She is a Senior Geochemist at Barr Engineering (part-time since 2021), with prior experience as Principal of Johnson Environmental Concepts (1990–May 2021) and governance roles in South Dakota state boards, bringing environmental compliance and regulatory expertise relevant to OTTR’s utility and manufacturing businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barr Engineering | Senior Geochemist (part-time), project manager/consultant in environmental investigation, assessment, compliance, permitting | 2021–present | Environmental regulatory perspective (air, water, land); scientific approach to OTTR issues |
| Johnson Environmental Concepts | Owner/Principal (geochemistry applied to mining/resource development; soil/water remediation) | 1990–May 2021 | Technical remediation and resource development expertise |
| DTH, LLC & other real estate businesses (SD) | Principal | Since 1990 | Local market perspective |
| Pennington County Planning Commission | Commissioner (land use permitting, platting, zoning) | 2017–2021 | Land use/government process insight |
| South Dakota Board of Water & Natural Resources | Member | 2019–2021 | Water development projects, state water plan, financial assistance oversight |
| South Dakota Board of Regents | Member; President (2011) | 2005–2017 | Higher-ed governance and leadership |
| South Dakota Board of Minerals & Environment | Member | 1995–2005 | Minerals/environment regulatory experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Goodwill of the Great Plains | Board service | Not disclosed | Non-profit governance |
| South Dakota state boards (as above) | Public/academic boards | Historical (see Past Roles) | Governance and policy experience |
Board Governance
- Committee assignments: Compensation and Human Capital Management Committee (member); Corporate Governance Committee (member) .
- Independence: Board determined all directors except the CEO are independent; Johnson’s independence specifically reviewed given her part-time role at Barr Engineering—Johnson recused; committees concluded Barr’s services to OTTR subsidiaries did not impair her independence and did not constitute a covered related-party transaction under policy .
- Meetings and attendance: The full Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting . Committee meeting counts: Audit (5); Compensation and Human Capital Management (5); Corporate Governance (4) .
- Board leadership and governance practices: Separate independent Chairman (Nathan I. Partain) and CEO; majority voting policy; regular executive sessions; directors’ education; independent standing committees .
| Committee | Johnson Member? | Chair? | 2024 Meetings |
|---|---|---|---|
| Compensation & Human Capital Management | Yes | No | 5 |
| Corporate Governance | Yes | No | 4 |
| Audit | No | — | 5 |
Fixed Compensation
| Component | 2024 Program Terms | 2024 Amount (Johnson) |
|---|---|---|
| Annual cash retainer (non-Chair directors) | $80,000; paid monthly; no meeting fees | $80,000 |
| Committee chair retainers | $15,000 per chair; Audit Chair $21,000 | $0 (not a chair) |
| Chairman retainer | $148,000 (not applicable to Johnson) | $0 |
| Deferred Compensation Plan for Directors | Plan terminated in 2024; no participants at termination | N/A |
Director compensation mix (Johnson, 2024): Fees earned $80,000 and stock awards $147,934; total $227,934 .
Performance Compensation
| Equity Award Type | Grant Mechanics | Vesting | Metric Linkage |
|---|---|---|---|
| Restricted stock (annual director grant) | Approx. $120,000 at Annual Meeting; plus ~$10,500 per standing committee; Chairman +$42,000 | Time-based; 3-year vest, one-third per year; full dividends and voting rights | None disclosed for directors (time-based only) |
Number of restricted shares held by Johnson at FY-end 2024: 3,601 .
Other Directorships & Interlocks
| Entity | Relationship to OTTR | Potential Interlock Risk | Board/Committee Conclusion |
|---|---|---|---|
| Barr Engineering | Supplier of engineering/environmental services to OTTR subsidiaries (Otter Tail Power Company; BTD Manufacturing) | Johnson employed part-time at Barr; potential perceived conflict | Johnson recused; employment not related/conditioned on Barr’s services; not a covered related-party transaction; independence not impaired |
| Goodwill of the Great Plains | External non-profit board | None indicated | N/A |
Expertise & Qualifications
- Scientific and regulatory expertise: Geochemistry, environmental compliance/permitting, remediation; perspective on air/water/land regulation for OTTR’s utility and manufacturing operations .
- Government and community insight: Experience across South Dakota public boards and planning commission; knowledge of communities served by Otter Tail Power Company .
Equity Ownership
| Holder | Beneficial Ownership (12/31/2024) | Percent of Class | Notes |
|---|---|---|---|
| Dr. Kathryn O. Johnson | 26,253 common shares | <1% | No shares pledged; based on 41,827,967 shares outstanding |
| Restricted stock outstanding (Johnson) | 3,601 shares | — | Director equity vests time-based |
Policies supporting alignment:
- Director stock ownership guideline: 5× non-Chair retainer ($400,000) within 5 years; all existing non-employee directors either meet or are within the five-year period to reach the guideline .
- Hedging/pledging prohibition: Directors prohibited from hedging or pledging OTTR stock .
Compensation Committee Analysis
| Topic | Detail |
|---|---|
| Committee composition | Members: Jeanne H. Crain; Dr. Kathryn O. Johnson; Dr. Michael E. LeBeau; Chair Thomas J. Webb; all independent . |
| Consultant engagement | WTW provides executive compensation consulting; 2024 fees: $171,817 for executive comp and $301,655 for other services (P&C brokerage); independence protocols separate advisers; committee concluded conflicts mitigated per Nasdaq factors . |
| Charter responsibilities | Oversees director and executive compensation; equity plan governance; insider trading policy; incentive recovery policies; HCM oversight . |
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay: Approved by 96.0% of votes present and entitled (excluding broker non-votes) .
- 2025 Annual Meeting outcomes: Johnson re-elected (For 26,229,474; Withheld 1,017,212; Broker non-votes 6,766,026). Say-on-pay For 26,315,793; Against 673,258; Abstain 257,635; Broker non-votes 6,766,026 .
| 2025 Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election: Dr. Kathryn O. Johnson | 26,229,474 | 1,017,212 | — | 6,766,026 |
| Say-on-Pay | 26,315,793 | 673,258 | 257,635 | 6,766,026 |
| Auditor Ratification (Deloitte) | 33,541,491 | 367,017 | 104,204 | — |
Governance Assessment
- Strengths: Independent director with deep environmental/regulatory credentials; active on Compensation and Corporate Governance Committees; Board practices include majority voting, regular executive sessions, director education, and stock ownership alignment . Shareholders re-elected Johnson and supported say-on-pay with strong margins .
- Conflicts and related parties: Barr Engineering provides services to OTTR subsidiaries; Johnson’s employment and Barr transactions reviewed, with Johnson recused; committees determined no material interest, not a covered related-party transaction, and independence not impaired—appropriate governance handling reduces conflict risk .
- Attendance and engagement: Board met 5 times in 2024; all directors attended ≥75% and the Annual Meeting, supporting engagement expectations .
- Ownership alignment: Johnson holds 26,253 shares and 3,601 restricted shares; no pledging; directors subject to 5× retainer ownership guideline; hedging/pledging prohibited—alignment policies and compliance message are positive .
Red Flags to monitor:
- Continued vendor relationship oversight: Maintain periodic review of Barr engagements by Audit and Corporate Governance Committees; ensure recusal continues for Johnson on any Barr-related decisions .
- Committee workload vs. expertise distribution: No direct red flag, but ensure compensation consultant independence protocols are sustained given WTW’s broader relationship with OTTR (dual roles) .