Mary E. Ludford
Otter TailAbout Mary E. Ludford
Independent director of Otter Tail Corporation since 2023; age 65; based in Couderay, Wisconsin. Retired senior operating and financial executive from Exelon Corporation with 39 years in energy industry roles spanning internal audit leadership, corporate operations, and cybersecurity oversight; designated an SEC “audit committee financial expert.” Serves on OTTR’s Audit and Corporate Governance Committees and is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exelon Corporation | Chief Audit Executive | 2010–2016 | Led internal audit; deep financial reporting, controls, M&A, utility operations expertise. |
| Exelon Corporation | Vice President, Corporate Operations | 2016–2018 | Oversight of customer operations and financial controls. |
| Exelon Corporation | Deputy Chief Security Officer | 2018–2020 | Accountable for information and operational technology, cyber and physical security programs; comprehensive cybersecurity training/experience. |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| NW Natural Holding Company (public) | Director | Current | Audit and Finance Committee (member). |
- Interlock: OTTR Chairman Nathan I. Partain also serves on NW Natural Holding Company (chairs Organization and Executive Compensation, Governance, and Finance committees), creating a multi-board network tie between OTTR and NWN. Monitor potential information flow and oversight dynamics.
Board Governance
- Committee assignments: Audit Committee (member); Corporate Governance Committee (member). Audit Committee met 5 times in 2024; Corporate Governance Committee met 4 times.
- Chair roles: None (Audit Chair: Steven L. Fritze; Corporate Governance Chair: Michael E. LeBeau).
- Independence: Board determined all directors except the CEO are independent; Ludford is independent.
- Attendance and engagement: Board held 5 meetings in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting.
- Financial expertise: Board determined Ludford meets SEC “audit committee financial expert” definition; all Audit Committee members financially literate.
- Board leadership: Separate independent Chairman and CEO; Lead Independent Director to be elected if Chairman/CEO roles are combined or Chairman not independent.
- Director stock ownership guideline: Non-employee directors must hold stock equal to five times annual retainer ($400,000) within five years; all existing directors meet or are within the five-year window. Ludford appointed January 1, 2023 and has five years to fulfill.
- Governance/ethics policies: Hedging and pledging of company stock prohibited for directors and executives; mandatory incentive compensation recovery policy; regular executive sessions after Board and committee meetings.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Non-employee director cash retainer. |
| Committee chair fee | $0 | Not a chair; Audit Chair retainer is $21,000; other committee chairs $15,000. |
| Meeting fees | $0 | No meeting fees for Board or standing committees. |
| Equity grant (restricted stock) | $147,934 | Aggregate grant-date fair value of 2024 restricted stock awards. |
| Program design (reference) | — | Annual restricted stock ~$120,000 per director plus ~$10,500 per standing committee; vests over 3 years (one-third per year); full dividend and voting rights. |
| Deferred Compensation Plan | — | Plan terminated in 2024; no directors participating at termination. |
Performance Compensation
| Element | Structure | Payout Basis |
|---|---|---|
| Performance-linked awards | Not applicable for directors | OTTR’s director pay uses time-vested restricted stock; no director PSUs/options disclosed. |
Other Directorships & Interlocks
| Company | Role | Committee | Interlock/Notes |
|---|---|---|---|
| NW Natural Holding Company | Director | Audit and Finance (member) | Interlock with OTTR Chairman Nathan I. Partain who also serves on NWN; monitor for governance influence across boards. |
Expertise & Qualifications
- 39 years in energy industry with extensive financial reporting, internal audit, controls, M&A, customer operations, and utility sector experience.
- Cybersecurity leadership as Exelon’s Deputy Chief Security Officer, including OT/IT security programs.
- SEC-defined audit committee financial expert; financial literacy affirmed by Board.
- Public policy and regulatory understanding relevant to utilities.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 3,706 | Less than 1% of outstanding shares. |
| Shares outstanding (Dec 31, 2024) | 41,827,967 | Basis for percent-of-class. |
| Percent of class | <1% | As disclosed in proxy. |
| Restricted stock held (year-end) | 2,967 | RS shares at FY-end 2024. |
| Shares pledged as collateral | None | No director or officer shares pledged at 12/31/2024. |
| Ownership guideline | $400,000 | Five times annual retainer; five-year compliance window from start of service. |
| Compliance status | Within window | Appointed 1/1/2023; within five-year period to meet guideline. |
Governance Assessment
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Strengths
- Independent director with deep internal audit and cybersecurity credentials; designated audit committee financial expert, strengthening financial oversight and cyber risk governance.
- Active committee roles (Audit, Corporate Governance) with regular executive sessions and robust governance practices (clawback, hedging/pledging prohibition, majority voting).
- Solid engagement: Board met 5 times; directors ≥75% attendance; committee cadence (Audit 5; Corporate Governance 4).
- Ownership alignment: RS grants with dividend/voting rights, clear stock ownership guideline; no pledging.
-
Watch items
- Board interlock with NW Natural Holding Company via both Ludford (member) and OTTR Chairman Partain (committee chair) may create shared network ties; monitor any related-party transactions or overlapping strategic influence (none disclosed for Ludford).
- Workload manageable under OTTR policy limiting non-employee directors to ≤3 public boards; Ludford appears within limit.
-
No RED FLAGS observed
- No related-party transactions involving Ludford disclosed; independence affirmed.
- No share pledging; hedging prohibited.
- Director compensation structure straightforward with no options or repricing; equity grants time-vested.
-
Shareholder context
- 2024 say-on-pay approval for NEO compensation at 96.0%, indicating broad investor support for compensation governance framework.