John S. Abbott - Senior Vice President, Manufacturing Platform; President, Varistar Corporation | Otter Tail (OTTR) Executive Profile & Compensation

About John S. Abbott

Senior Vice President, Manufacturing Platform; President, Varistar Corporation since February 11, 2015, leading OTTR’s Manufacturing and Plastics segments (appointed in 2015; Form 3 filed April 13, 2015) . Age 66 (as of FY 2024 10-K), tenure ~10 years at OTTR . Prior experience includes 20 years at Pentair (culminating as President and Global Business Unit Leader, Water Filtration) and eight years at Standex (Group VP, Food Service Equipment) . Company performance under the NEO framework tied to Corporate EPS and ROE, segment net income, and multi-year TSR/ROE LTI metrics: 2024 EPS $7.17, ROE 19.3%, net income $302M; three-year TSR (2022–2024) 23% at the 65th percentile of EEI peers; three-year adjusted ROE 22.33% (maxed) .

Past Roles

Organization	Role	Years	Strategic Impact
Pentair	President & Global Business Unit Leader, Water Filtration Division	20 years	Led global water filtration business; progressed from product manager to BU leader, overseeing strategy and operations .
Standex International (Food Service Equipment Group)	Group Vice President	8 years (last 5 as Group VP)	Responsible for all strategic and operational aspects; multi-P&L oversight and M&A integration experience .

External Roles

No external public company board memberships disclosed in OTTR filings for Abbott .

Fixed Compensation

Multi-year (USD):

Metric	2022	2023	2024
Salary ($)	409,000	434,000	451,360
Bonus ($)	93,254	91,140	89,369
Non-Equity Incentive Plan ($)	368,100	413,864	424,280
Stock Awards ($)	389,414	461,358	527,352
All Other Compensation ($)	82,007	86,162	101,939
Total Compensation ($)	1,341,775	1,486,524	1,594,300

Additional 2024 plan design parameters:

Target annual incentive opportunity: 60% of salary (Abbott) .
ERPP contributions (retirement) included in “All Other”: $64,283 (Abbott); also 401(k) match $31,050, executive physical $5,504, and year-end gift card $1,103 .

Performance Compensation

Annual incentive (2024) – metrics, weights, targets vs actuals, payouts:

Metric	Weighting	Target	Actual	Payout (% of Target)	Notes/Vesting
Corporate EPS	30%	$5.30	$7.17	200%	GAAP; no adjustments in 2024 .
Manufacturing Platform Net Income	40%	$138,000	$214,428	200%	GAAP; no adjustments in 2024 .
Individual Performance	20%	—	—	171% average NEO payout; Abbott subject to CEO/Committee approval .	Discretionary component within plan governance .
Safety (ESG component)	Max 10% of target incentive	Case rate below 3-year industry avg	Achieved	100% of maximum	Binary payout (0%/100% of max) .
DEI (ESG component)	Max 5% of target incentive	Exceed targets on Diverse Slate & Training	Manufacturing achieved partial	33% of maximum	Sliding scale above target; Manufacturing 33% of max in 2024 .
Environmental (ESG component – Sustainability)	Max 5% of target incentive	Complete framework and draft sustainability report	Completed	100% of maximum	Abbott was not eligible for renewable generation metric; sustainability paid at 100% of max .

Long-term incentives (equity):

2024 PSU grant: target 4,200 shares (threshold 2,100; max 6,300) split 50% TSR vs EEI Index and 50% three-year adjusted ROE; payout range 0–150%; performance period 2024–2026 . TSR targets: 25th/50th/75th percentile (cap at target if negative TSR); ROE targets: 10.0%/12.0%/14.0% .
2024 RSU grant: 1,400 units; vest 25% per year on Feb 6, 2025–2028; dividends paid in cash, subject to forfeiture .
2022–2024 PSU outcome: TSR 23% at 65th percentile (weighted ~65% of half); 3-yr adjusted ROE 22.33% (max); combined payout ~140% .

Equity Ownership & Alignment

Beneficial ownership and awards:

Item	Detail
Total beneficial shares (12/31/2024)	55,494; less than 1% of outstanding .
Shares outstanding reference	41,827,967 at 12/31/2024 .
Recent vesting included in ownership	1,775 RSUs vested 2/6/2025; 7,560 PSUs vested 2/12/2025 .
Shares pledged	None; no pledging permitted .
Stock ownership guideline	2× base salary for Abbott; include unvested RSUs; must hold 100% of net shares until guideline met; all executives met guidelines .
Hedging/pledging policy	Hedging and pledging prohibited .
Stock vested in 2024	13,825 shares; value realized $1,290,287 .

Outstanding equity awards at 12/31/2024:

RSUs – Unvested units and market value:

Grant Year	2021	2022	2023	2024
RSUs unvested (#)	575	800	1,350	1,400
RSUs market value ($)	42,458	59,072	99,684	103,376

PSUs – Unearned (reported at max) and market value:

Grant Year	2022	2023	2024
PSUs unearned (#, at max)	8,100	8,400	6,300
PSUs market value ($)	598,104	620,256	465,192

Employment Terms

Role and start date: Senior Vice President, Manufacturing Platform; President, Varistar since Feb 11, 2015 .
No individual NEO employment contract; Abbott participates in Executive Severance Plan (ESP) .
Severance (non–change in control): ESP provides 1.5× base salary + target annual incentive (lump sum) upon termination without cause or resignation for good reason; subject to release, non-compete, non-solicit, non-disparagement covenants .
Change-in-control (double trigger): Severance equal to 2× (highest salary in prior two years + average annual incentive for prior two years), plus two years of life/health/disability, legal fee reimbursement, and termination of non-compete; stock awards double-trigger accelerate (PSUs at target; RSUs immediately vest); amended agreements tighten CIC definitions and set a 24-month protection window .
Clawback policies: SEC/Nasdaq-compliant Incentive Compensation Recovery Policy filed with 10-K; Supplemental policy (Feb 2025) enables recoupment for detrimental misconduct across cash/equity awards .
No excise tax gross-ups; hedging/pledging barred; ownership holding requirements enforced .
Equity grant timing policy: Grants scheduled at February board meetings for executive officers (no options granted in 2024) .

Performance & Track Record

Segment execution: Manufacturing NI exceeded maximum target in 2024 (payout 200%), reflecting strong platform performance under Abbott’s remit .
Corporate outcomes (context for incentive alignment): 2024 EPS $7.17, ROE 19.3%, net income $302M; dividend increased to indicated $2.10 in Feb 2025 .
Long-term value metrics: 2022–2024 PSU cycle paid ~140% on combined TSR/ROE (TSR at 65th percentile; ROE above max), reinforcing pay-for-performance linkage .
Say-on-Pay: 96.0% approval at 2024 annual meeting; compensation design viewed favorably by shareholders .
Peer benchmarking: WTW-supported peer group (utility-weighted mix) and survey data underpin target levels and mix .

Compensation Structure Analysis

At-risk pay emphasis: ~70% of executive target direct compensation at risk, with caps of 200% for annual incentive and 150% for PSUs; inclusion of safety, DEI, environmental metrics .
Shift to RSUs/PSUs: LTI delivered via PSUs (TSR/ROE) and RSUs with four-year ratable vesting; no options granted in 2024 .
Discretionary element: Individual performance component paid at 171% average in 2024; still subject to committee governance and caps .
Clawbacks tightened: Adoption of SEC-compliant and supplemental misconduct recoupment policies in 2024–2025 .

Equity Ownership & Alignment (Guidelines and Compliance)

Ownership guideline multiple (Abbott 2× salary), inclusion of unvested RSUs, 100% net share hold-until-met; all executives in compliance .
Prohibitions: Hedging and pledging prohibited for executives/directors; insider trading policy reviewed annually .
No pledged shares among directors/NEOs at year-end 2024 .

Risk Indicators & Red Flags

Option repricing: None disclosed; no options granted in 2024 .
Hedging/pledging: Prohibited; none pledged by Abbott .
Clawback enforcement history: Not disclosed; policies in place .
Legal proceedings: Company-level antitrust class actions involving PVC manufacturers disclosed; no Abbott-specific proceedings .

Compensation Peer Group & Say-on-Pay

Peer companies (2024): Utility/manufacturing/natural gas distribution cohort, including ALLETE, Avista, Black Hills, IDACORP, Portland General Electric, etc.; peer data used to validate survey benchmarks .
Say-on-Pay approval: 96.0%, indicating strong investor support for pay design .

Expertise & Qualifications

Deep manufacturing leadership across Pentair and Standex; M&A integration experience; multi-P&L oversight .

Work History & Career Trajectory

Organization	Role	Years	Notable Impact
Otter Tail Corporation	SVP, Manufacturing Platform; President, Varistar	~10 years (since 2015)	Leads Manufacturing and Plastics segments; segment NI exceeded max target in 2024 (200% payout) .
Pentair	President & Global BU Leader, Water Filtration	20 years	Drove global operations and strategy .
Standex International	Group VP, Food Service Equipment	8 years	Led strategic and operational performance; P&L oversight/M&A .

Employment Terms (Severance & CIC Economics)

Scenario	Cash Multiple	Benefits	Equity Treatment	Notes
Non-CIC termination (ESP)	1.5× base + target annual incentive (Abbott)	Lump-sum; covenants (non-compete, non-solicit, non-disparagement), release	Plan-specific; historically includes pro-rata vesting treatment per award terms (company tables quantify outcomes)	ESP applies to Abbott; CEO has 2.0× .
CIC + termination (double trigger)	2× salary + average incentive (prior 2 yrs)	2 years life/health/disability; legal fees; terminate non-compete	PSUs vest at target; RSUs immediately vest	Amended CIC definitions; 24-month protection period .

Investment Implications

Alignment: Strong pay-for-performance via Corporate EPS/ROE and Manufacturing NI (Abbott’s primary lever) plus TSR/ROE PSUs; 2024 delivered maximum payouts on key financial metrics, and 2022–2024 PSUs paid ~140%—supports management confidence but sets a high bar for future cycles .
Retention risk: ESP and double-trigger CIC protections reduce near-term attrition risk; RSU four-year ratable vesting and PSU multi-year horizons build stickiness; no pledging allowed, and ownership guidelines enforced .
Trading signals: Award grants/vests cluster in early February (policy-driven grant cadence; RSU tranches vest Feb 6; PSU certifications mid-Feb), creating potential liquidity events; recent Feb 2025 vesting (RSUs 1,775; PSUs 7,560) may influence insider trading windows, subject to policy controls .
Risk controls: Robust clawbacks (SEC/Nasdaq-compliant and supplemental), hedging/pledging prohibitions, and shareholder-supported pay design (96% Say-on-Pay) mitigate governance risks .