Thomas J. Webb
Otter TailAbout Thomas J. Webb
Independent director of Otter Tail Corporation since 2018, age 72 at the 2025 Annual Meeting. Webb is a retired Executive Vice President and Chief Financial Officer of CMS Energy Corporation (2002–2017) and served as Vice Chair in 2017; earlier CFO roles at The Kellogg Company (1999–2002) and Visteon Corporation (1996–1999), following 22 years in finance and management at Ford Motor Company. He currently advises various companies, including Pacific Gas and Electric Company. He serves on OTTR’s Audit Committee and chairs the Compensation and Human Capital Management Committee; the Board identifies him as an Audit Committee financial expert. The Board extended his service beyond the normal retirement age policy to the 2026 Annual Meeting to advise on ongoing litigation and facilitate board transitions; the Board classifies him as independent. Each director, including Webb, attended at least 75% of Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CMS Energy Corporation | Executive Vice President & Chief Financial Officer; Vice Chair (2017) | 2002–2017 (CFO); 2017 (Vice Chair) | Brought extensive public company finance, utility operations, and regulatory accounting expertise |
| The Kellogg Company | Executive Vice President & Chief Financial Officer | 1999–2002 | Public company finance and reporting leadership |
| Visteon Corporation (Ford division) | Chief Financial Officer | 1996–1999 | Automotive finance, spin-out preparation, controls |
| Ford Motor Company | Finance and management roles (US and Europe) | 1977–1999 | Progressive finance/management leadership over 22 years |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacific Gas and Electric Company | Advisor | Current | Advisory role to utility operator |
| EnerBank USA | Chair | 2002–2018 | Chaired board of specialty bank |
| Southwest Michigan First | Finance & Audit Committee Chair | Not disclosed | Led finance/audit oversight at regional organization |
Board Governance
- Independence and roles: Independent director; member, Audit Committee; Chair, Compensation and Human Capital Management Committee; designated Audit Committee financial expert by the Board. Audit (5 meetings in 2024), Compensation (5), Corporate Governance (4).
- Attendance: Board held five meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting.
- Retirement policy: Board policy generally requires retirement at the first annual meeting after age 72; Webb’s service was extended to the 2026 Annual Meeting to advise on ongoing litigation and to facilitate transitions.
- Board leadership and practices: Separate, independent Chairman and CEO roles; majority independent directors; executive sessions; majority voting policy; director education; board service limits (non‑employee directors limited to three public company boards, including OTTR, absent approvals).
- Independence determinations and related parties: Board determined all directors other than the CEO are independent; 2024 related-party reviews focused on transactions connected to other directors (Barr Engineering; Sanford Health) and did not identify impairments to independence; no impairment noted for Webb.
- Compensation governance: The Compensation Committee (chaired by Webb) uses WTW as consultant; WTW also provided insurance brokerage services in 2024, and the Committee concluded independence protocols mitigated potential conflicts. Say‑on‑pay support was 96% at the 2024 Annual Meeting.
- Clawbacks, hedging/pledging: Updated Incentive Compensation Recovery Policy to comply with SEC/Nasdaq and adopted a Supplemental Clawback Policy in Feb 2025; directors and executives are prohibited from hedging or pledging company stock.
Fixed Compensation
Director compensation structure and Webb’s 2024 reported amounts.
- Program (2024): Non‑employee director annual retainer $80,000; Chairman retainer $148,000; committee chair retainers: $21,000 (Audit) and $15,000 (other committees); no meeting fees. Each director receives an annual restricted stock grant (~$120,000 value) plus ~$10,500 in restricted stock for each standing committee served; director awards vest one‑third per year over three years. Directors may elect to receive retainers in cash, stock, or a mix. The Director Deferred Compensation Plan was terminated in 2024; no directors were participating at termination.
| 2024 Director Pay (USD) | Amount |
|---|---|
| Fees earned/paid in cash (retainers, incl. chair) | $95,000 |
| Stock awards (grant-date fair value) | $147,934 |
| Total | $242,934 |
| Context: Base retainer | $80,000 (program parameter) |
| Chair retainer (Comp Committee) | $15,000 (program parameter) |
| Annual director equity grant (approximate program value) | ~$120,000 (plus ~$10,500 per committee) |
| Director equity vesting | 1/3 per year over 3 years |
Performance Compensation
Directors do not receive performance-based bonuses; equity is time‑based restricted stock intended to align with shareholders.
| Element | Metric | Weighting | Vesting/Outcome |
|---|---|---|---|
| Annual restricted stock grant | None (time-based) | N/A | Vests one‑third per year over three years |
| Additional committee equity | None (time-based) | N/A | ~$10,500 per standing committee; same vesting |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company directorships (current) | Not disclosed for Webb in the proxy biography. Disclosed “Other Board Service” includes EnerBank USA (Chair, 2002–2018) and Southwest Michigan First (Finance & Audit Committee Chair). |
| Potential interlocks/conflicts | None disclosed for Webb; independence affirmed by Board. |
Expertise & Qualifications
- Public company CFO expertise (CMS, Kellogg, Visteon) and deep utility industry and regulatory accounting knowledge; adds substantial finance, reporting, and governance skillset.
- Audit committee financial expert designation; strengthens oversight of financial reporting, controls, and risk.
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (12/31/2024) | 14,400 common shares; less than 1% of outstanding shares (41,827,967). |
| Restricted stock held (year-end) | 3,601 shares of restricted stock (unvested/time‑based). |
| Shares pledged as collateral | None (no director or executive shares were pledged as of 12/31/2024). |
| Director stock ownership guideline | 5x non‑Chair retainer ($400,000) within five years; all existing non‑employee directors either meet or are within the five‑year period. |
| Hedging/pledging policy | Directors prohibited from hedging and pledging company stock. |
Governance Assessment
- Strengths
- Deep utility and public company finance background; designated audit committee financial expert.
- Chairs Compensation and Human Capital Management Committee; 2024 say‑on‑pay approval of 96% indicates strong investor support for pay programs overseen by the committee.
- High engagement: committee leadership plus regular Board and committee meeting cadence; each director attended at least 75% of meetings.
- Alignment: meaningful equity in director pay; stock ownership guideline; prohibition on hedging/pledging; clawback framework strengthened in 2025.
- Independence affirmed; no related-party transactions flagged for Webb.
- Watch items / potential risks
- Board extended service beyond standard age limit to 2026 to support litigation oversight and transitions (a justified deviation that underscores reliance on his expertise but should remain time‑bounded).
- Compensation consultant (WTW) provides additional services (insurance brokerage); the Committee concluded independence was maintained, but continued scrutiny is prudent.
Overall signal: Webb’s finance depth and utility expertise, combined with his roles as Comp Chair and Audit member/financial expert, support board effectiveness and investor confidence; governance structures (separate Chair/CEO, stock ownership, anti‑hedging, clawbacks) and strong say‑on‑pay results reinforce alignment, with the limited retirement‑policy extension justified by ongoing company needs.