John D. Erickson
Otter TailAbout John D. Erickson
Independent director since 2007, age 66 at the 2025 Annual Meeting. Erickson is an advisor to ECJV Holding, LLC, a subsidiary of Cascade Investment, LLC (since 2011), and previously served as Otter Tail Corporation’s President and CEO (2002–2011), with deep finance and utility operations experience from roles including CFO/VP Finance & Treasurer and President of Otter Tail Power Company . The Board deems him independent under Nasdaq rules but, due to longstanding ties to Otter Tail, he serves on no standing committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Otter Tail Corporation | President & CEO | 2002–2011 | Oversaw operations, accounting, finance, reporting, and customer energy programs |
| Otter Tail Corporation | Executive Vice President | 2000 | Added EVP duties alongside CFO/Treasurer responsibilities |
| Otter Tail Corporation | CFO, VP Finance & Treasurer | 1998–2000 | Financial reporting and control environment leadership |
| Otter Tail Corporation | President | 2001 | Transition to CEO in 2002 |
| Otter Tail Power Company | President | 2001–2002 | Led utility operations |
| Otter Tail Power Company | Director, Revenue & Market Analysis | 1989–1998 | Regulatory accounting and market analysis expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ECJV Holding, LLC (Cascade Investment subsidiary) | Advisor | Since 2011 | Strategic advisory; ties to significant OTTR shareholder (see interlocks) |
| North Dakota State University Foundation | Committee member; Chair, Investment Committee | Current | Nominating & Governance Committee; Investment Committee Chair |
| Lake Region Healthcare Corporation | Board of Trustees Vice Chair | Current | Governance leadership |
| OE Holdings, LLC | Board member | 2015–2021 | Prior service at private entity |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Erickson is independent but serves on no standing committees due to longstanding ties to the company .
- Tenure: Director since 2007 .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; Board held five meetings in 2024 .
- Board leadership: Separate independent Chairman (Nathan I. Partain); lead independent director designated only if Chairman not independent or roles combined .
- Committee structure and 2024 meeting cadence:
- Audit (Chair: Steven L. Fritze): 5 meetings
- Compensation & Human Capital Management (Chair: Thomas J. Webb): 5 meetings
- Corporate Governance (Chair: Michael E. LeBeau): 4 meetings
Fixed Compensation
Director compensation is a mix of cash retainers and time-vesting restricted stock; no meeting fees. For Erickson specifically:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned in cash ($) | $79,000 | $80,000 |
| Stock awards – grant-date fair value ($) | $117,376 | $130,530 |
| Total ($) | $196,376 | $210,530 |
Policy highlights:
- Annual retainer: $80,000 for non-employee directors; Chairman retainer $148,000 .
- Committee chair fees: $15,000; Audit Chair $21,000 .
- Directors may elect cash, stock, or mix for retainers .
Performance Compensation
Directors receive annual restricted stock grants (time-based vesting); no performance-based equity for directors:
- Annual restricted stock grant approximate value: $120,000
- Additional restricted stock per committee membership: $10,500; Chairman receives $42,000
- Vesting: 3 years, one-third per year; full dividend and voting rights
| Award Element | Value/Terms |
|---|---|
| Annual restricted stock grant (non-employee director) | ≈$120,000; vests 33.3% per year over 3 years |
| Committee membership RS grant | $10,500 per committee |
| Chairman RS grant | $42,000 additional |
Other Directorships & Interlocks
| Item | Details |
|---|---|
| Current public company directorships | None disclosed for Erickson |
| Significant shareholder interlock | Advisor to ECJV Holding, LLC (Cascade Investment subsidiary); Cascade beneficially owned 7.1% of OTTR as of Oct 1, 2024 |
| Governance mitigation | Due to longstanding ties, Erickson serves on no standing committees (reduces conflict exposure) |
Expertise & Qualifications
- Public company executive leadership and financial expertise; comprehensive understanding of utility operations and regulatory accounting .
- Deep knowledge of Otter Tail’s service territory and regulatory environment; prior oversight of accounting, finance, and operational functions .
Equity Ownership
| Metric | 2023 | 2024 |
|---|---|---|
| Beneficial ownership (shares) | 148,805 | 150,405 |
| Ownership % of outstanding | <1% | <1% |
| Restricted stock held at year-end (shares) | 3,299 | 3,133 |
| Shares pledged as collateral | None for any director as of Dec 31, 2024 |
Director stock ownership guideline:
- Requirement: Hold OTTR stock equal to 5× the non-Chairman annual retainer ($400,000) within five years; all existing non-employee directors either meet or are within the five-year window .
Governance Assessment
- Committee independence safeguard: Erickson’s exclusion from standing committees due to longstanding ties is a prudent mitigation; he remains an independent director under Nasdaq standards .
- Potential conflict signal: Advisory role to Cascade Investment’s subsidiary while Cascade is a 7.1% holder could present perceived influence risk; Board structure and committee exclusion reduce direct decision-making influence on audit/comp/governance matters .
- Alignment: No pledging permitted; hedging/pledging prohibited by policy; director equity grants vest over time, promoting alignment .
- Shareholder sentiment: Strong say-on-pay support (96.0% in 2024; 95.9% in 2023), indicating overall investor confidence in governance and pay practices .
- Attendance/engagement: ≥75% Board attendance in 2024; Board meets regularly with executive sessions and maintains robust risk oversight and education—positive for board effectiveness .
RED FLAGS
- Interlock/conflict exposure: Advisory relationship to Cascade Investment subsidiary combined with Cascade’s sizable stake (7.1%); monitor any related-party considerations or votes where recusal would be appropriate .
- Concentration of knowledge: Long tenure and prior CEO role can bring valuable institutional knowledge but may raise entrenchment perceptions; continued board refreshment and independent committee leadership offset this risk .