Nathan I. Partain
Otter TailAbout Nathan I. Partain
Independent Chairman of the Board at Otter Tail Corporation; director since 1993 and Chairman since 2011. Retired President and Chief Investment Officer of Duff & Phelps Investment Management Co. (2005–2020); previously held financial and regulatory roles at Gulf States Utilities; Chartered Financial Analyst. Age 68; principal residence League City, Texas; deep utility-sector investment expertise spanning 35+ years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duff & Phelps Investment Management Co. | President & Chief Investment Officer | 2005–2020 | Led portfolio and governance for utility-focused funds; extensive public company reporting and oversight experience . |
| DNP Select Income Fund, Inc. (closed-end utility fund) | President & CEO | Not specified | Oversight of utility income fund strategy and governance . |
| Gulf States Utilities Company | Financial & Regulatory roles | Not specified | Utility regulatory and financial operations experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NW Natural Holding Company | Director; Chair, Organization & Executive Compensation; member Governance & Finance | Current | Chairs compensation; serves on governance and finance committees; public company board . |
Board Governance
- Board leadership: Separate independent Chairman (Partain) and CEO; Board annually elects both; lead independent director is designated only if Chairman is not independent or roles are combined .
- Independence: Board determined all directors except the CEO are independent under Nasdaq standards; independence review covered directors, families, and affiliated organizations; no impairment noted for Partain .
- Committee assignments: Partain serves as Chairman and is not a member of standing committees (Audit; Compensation & Human Capital Management; Corporate Governance) .
- Attendance and engagement: Board held five meetings in 2024 including a strategic planning retreat; each director attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting; regular executive sessions after Board/Committee meetings .
- Risk oversight and education: Board and committees conduct quarterly oversight on significant/emerging risks (cybersecurity, climate), annual strategic and succession reviews, and annual director education; 2024 sessions included wildfire risk briefing .
Fixed Compensation
| Component | Policy/Amount | 2024 Actual (Partain) |
|---|---|---|
| Annual retainer (non-employee director) | $80,000 cash (or elect stock mixture) | N/A (Chairman rate applies) |
| Chairman retainer | $148,000 cash | $148,000 fees earned/paid in cash |
| Committee chair fee (Audit) | $21,000 (if serving) | Not applicable (no committee service) |
| Committee chair fee (other committees) | $15,000 (if serving) | Not applicable |
| Meeting fees | None | None |
Performance Compensation
| Instrument | Grant practice | 2024 Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock (Director grants) | Annual grant ≈$120,000; plus ≈$10,500 per standing committee and ≈$42,000 for Chairman; granted on Annual Meeting date under 2023 Stock Incentive Plan | $174,040 aggregate grant-date fair value (Partain) | Vests over 3 years, one-third per year; full dividend and voting rights | None for directors (time-based vesting only) . |
Equity Award Grant Policy schedules director grants at April meetings; equity awards granted on a predetermined cadence; no options granted in last fiscal year .
Other Directorships & Interlocks
| Company | Sector | Role | Interlock/Notes |
|---|---|---|---|
| NW Natural Holding Company | Gas distribution | Director; Chair, Compensation; Governance & Finance committees | Mary E. Ludford (OTTR director) also serves on NW Natural’s Audit & Finance Committee, creating an external board interlock linkage with another OTTR director . |
- Board service limits: OTTR policy limits non-employee directors to no more than three public company boards (including OTTR) absent approval; Partain’s disclosed public directorships (OTTR, NWN) are within policy .
Expertise & Qualifications
- Financial and governance expertise: Senior leadership in investment management; extensive public company reporting, control environment oversight, and investor relations experience; Chartered Financial Analyst .
- Utility sector expertise: 35+ years of electric utility investment research/management and prior utility regulatory/financial roles .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (Dec 31, 2024) | 75,661 shares | Includes 67,561 shares held in Partain’s revocable trust; sole voting and investment power over these shares . |
| Ownership as % of shares outstanding | ≈0.18% | 75,661 / 41,827,967 shares outstanding (Dec 31, 2024) . |
| Restricted stock held (FY-end) | 3,999 shares | Director restricted stock outstanding at year-end . |
| Pledging/Hedging | None pledged by any director/officer; hedging and pledging prohibited for directors under policy . | |
| Stock ownership guideline | 5x $80,000 retainer = $400,000; to be met within 5 years; all non-employee directors meet or are within window . |
Insider Trades (Form 4 and Form 5)
Governance Assessment
- Alignment and independence: Independent Chairman separate from CEO; robust governance practices (majority voting, executive sessions, annual evaluations, direct access to management) support board effectiveness and investor confidence .
- Engagement: Board met 5 times in 2024 plus a strategic retreat; all directors met attendance expectations and attended the Annual Meeting, indicating active oversight .
- Compensation alignment: Director pay is a mix of cash retainer and time-vested restricted stock with dividend rights; no performance-linked director equity, reducing risk of short-termism; stock ownership guideline at $400,000 enhances alignment .
- Clawbacks and trading controls: Comprehensive incentive compensation recovery policies and strict prohibitions on hedging/pledging strengthen governance risk controls .
- External interlocks: Dual service by Partain and Ludford at NW Natural creates information-flow networks; not a related-party transaction but merits monitoring for potential influence channels; board service limit policy mitigates overboarding risk .
- Shareholder signals: Say-on-pay support at 96.0% in 2024 suggests broad investor approval of compensation governance framework (primarily for executives, but indicative of overall governance trust) .
RED FLAGS: None disclosed specific to Partain (no related-party transactions flagged; no pledging; independent status affirmed). Monitor the NW Natural interlock and any future related-party exposures; ensure continued adherence to board service limit and independence standards .
Overall, Partain’s deep utility investment experience and independent chair role contribute positively to board oversight quality; compensation and ownership policies reflect strong alignment and risk controls .