Timothy J. Rogelstad
Senior Vice President, Electric Platform; President, Otter Tail Power Company at 
Otter Tail
Otter TailExecutive
About Timothy J. Rogelstad
Senior Vice President, Electric Platform; President of Otter Tail Power Company since April 14, 2014, with tenure at Otter Tail Power beginning in 1989. Age 58 as of the 2024 Form 10‑K; education includes BS in Electrical & Electronics Engineering (North Dakota State University, 1989), University of Chicago Advanced Management Program, and University of Idaho Utility Executive Course; Registered Professional Engineer in MN, ND, and SD . Under his leadership, 2024 corporate results included EPS $7.17 and ROE 19.3%, with Electric Platform Net Income meeting near target and Electric ROE modestly above target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Otter Tail Power Company | Engineer, System Engineering; Transmission Planning Engineer; Supervisor, Transmission Planning; Manager, Delivery Planning | 1989–2012 | Built planning and delivery capabilities across transmission and system operations |
| Otter Tail Power Company | Vice President, Asset Management | 2012–2014 | Executive in charge of delivery planning, maintenance, engineering, system operations, project management |
| Otter Tail Power Company | President; SVP, Electric Platform (Otter Tail Corporation) | 2014–Present | Leads largest platform with focus on reliability, customer satisfaction, and regulatory execution |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Lignite Energy Council | Board of Directors | N/A | Industry governance; utility-sector representation |
| Professional Engineer Licensure | PE (MN, ND, SD) | N/A | Registered PE across three states |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 417,000 | 434,000 | 451,360 |
| Target Annual Cash Incentive (% of Salary) | — | — | 60% |
| Bonus – Individual Performance ($) | 100,082 | 88,536 | 94,786 |
| Non‑Equity Incentive Plan Compensation ($) | 274,856 | 259,922 | 288,650 |
Performance Compensation
| Component | Weighting | Target | Actual (2024) | Payout vs Target | Vesting/Pay Timing |
|---|---|---|---|---|---|
| Corporate EPS | 20% | $5.30 | $7.17 | 200% | Annual cash (2024) |
| Electric Platform Net Income | 25% | $90,700 | $90,963 | 96% | Annual cash (2024) |
| Electric Platform ROE | 25% | 9.00% | 9.04% | 105% | Annual cash (2024) |
| Individual Performance | 20% | — | — | 171% avg for NEOs | Annual cash (2024) |
| Safety (ESG) | Part of 10% ESG | Goal met threshold | Achieved | 100% of target | Annual cash (2024) |
| DEI (ESG) | Part of 10% ESG | Above target only | Exceeded target | 67% of max (Electric) | Annual cash (2024) |
| Environmental – Renewable Generation | Part of 10% ESG | Above target only | Below target | 0% of max (Electric) | Annual cash (2024) |
| Environmental – 2030 Goals/Sustainability | Part of 10% ESG | Completion milestones | Completed | 100% of max (Electric) | Annual cash (2024) |
| PSUs – TSR (EEI Index) | 50% of PSU grant | 50th percentile | 2022–2024 TSR 65th percentile | ~140% combined PSU payout with ROE component | 2022 grant paid in early 2025 |
| PSUs – 3‑yr Adjusted ROE | 50% of PSU grant | 12.00% | 22.33% (3‑yr avg) | Max (75%) for ROE component | 2022 grant paid in early 2025 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 63,871 common shares (<1% of outstanding) |
| Ownership breakdown | Includes 2,190 jointly owned with spouse; 3,238 ESOP shares; 1,775 RSUs vested Feb 6, 2025; 7,560 PSUs vested Feb 12, 2025 |
| Unvested RSUs (12/31/24) | 1,400 units; market value $103,376 (at $73.84) |
| Unvested PSUs (12/31/24) | 6,300 shares at max; market value $465,192 (at $73.84) |
| 2024 Grants | PSUs: target 4,200 (threshold 2,100; max 6,300); RSUs: 1,400; grant‑date fair values $396,690 (PSU), $130,662 (RSU) |
| RSU Vesting Schedule | RSUs vest 25% annually over 4 years; full vest on retirement; prorate if retire by June 30 of grant year |
| PSU Vesting Mechanics | 3‑year TSR vs EEI Index and 3‑year adjusted ROE; 0–150% payout; double‑trigger CIC vests at target |
| Stock Ownership Guideline | 2× base salary; must hold 100% of net shares until compliant; all execs met guidelines at proxy date |
| Hedging/Pledging | Prohibited; no shares pledged as of 12/31/24 |
Employment Terms
| Provision | Term |
|---|---|
| Role & Term | SVP, Electric Platform; President, OTP; elected annually, removable by Board |
| Change‑in‑Control (CIC) | Double trigger; severance equals 2× (salary + average annual incentive for prior 2 years); 2 years of benefits; legal fees; non‑compete termination under CIC |
| Executive Severance (no CIC) | 1.5× (base pay + target annual incentive) for Rogelstad (CEO is 2.0×); paid in lump sum; covenants include non‑compete, non‑solicit, non‑disparagement, IP assignment |
| Equity upon Termination | Involuntary w/o cause or good reason: PSUs prorate based on performance to termination date; RSUs forfeited |
| Equity upon Retirement | Immediate RSU vesting; PSUs continue to vest and pay post‑period (prorated if retire by June 30 of grant year) |
| Clawbacks | SEC/Nasdaq‑compliant Incentive Compensation Recovery Policy (restatements); Supplemental Recovery Policy (detrimental misconduct) adopted Feb 2025 |
| Deferred Compensation | ERPP and non‑qualified plan participation; 2024 executive contributions $30,947; registrant ERPP contributions $150,525; aggregate balance $1,036,712 |
| ERPP Special Credits | Ongoing special ERPP employer contribution equal to 7.8% of prior year base + annual incentive (ESSRP freeze offset); additional $30,000 discretionary ERPP contribution for 2024 performance approved Feb 2025 |
| Pension & SERP | Pension Plan credited service 35.50 years; present value $1,704,298; ESSRP credited service 30.50 years; present value $1,813,475 |
| Perquisites | 401(k) match $10,350; executive physical $895; ESOP contribution $1,131; gift cards $1,103 |
Multi‑Year Compensation Summary (Timothy J. Rogelstad)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 417,000 | 434,000 | 451,360 |
| Bonus ($) | 100,082 | 88,536 | 94,786 |
| Stock Awards ($) | 389,414 | 461,358 | 527,352 |
| Non‑Equity Incentive ($) | 274,856 | 259,922 | 288,650 |
| Change in Pension Value ($) | — | 162,477 | 180,101 |
| All Other Compensation ($) | 182,459 | 229,607 | 164,003 |
| Total ($) | 1,363,811 | 1,635,900 | 1,706,252 |
Performance & Track Record
- 2024 corporate KPIs: revenues ~$1.3B, net income $302M, EPS $7.17, ROE 19% .
- 2024 annual incentive outcomes for Rogelstad tied to Electric Platform: Net Income at 96% payout, ROE at 105%, Corporate EPS at 200%; ESG payouts: Safety 100%, DEI 67% of max, Environmental mixed (renewables 0%, sustainability 100%) .
- 2022–2024 PSU outcomes: 3‑yr TSR at 65th percentile (EEI), 3‑yr adjusted ROE at maximum; combined payout ~140% .
- Operational/regulatory leadership noted in proxy; corporate governance committees oversee risk (including climate and cybersecurity), with regular succession planning .
Compensation Peer Group & Say‑on‑Pay
- Peer group includes electric utilities and industrials (e.g., ALLETE, Avista, Portland General, IDACORP, Black Hills, Northwest Natural, Unitil, etc.) .
- 2024 Say‑on‑Pay approval: 96.0% in favor .
Equity Ownership & Pledging/Hedging
- Ownership guideline: 2× base salary; all executives in compliance; holding requirement of 100% of net shares until compliant .
- Hedging and pledging prohibited; no pledged shares as of 12/31/24 .
Related Party Transactions and Risk Indicators
- No related party transactions reported for 2024 .
- Incentive recoupment policies strengthened (SEC/Nasdaq compliant plus supplemental misconduct clawback) .
- Manufacturing platform legal matters (PVC pipe antitrust actions) disclosed at corporate level; oversight via Audit Committee and risk processes .
Employment Terms – Economics (Illustrative 12/31/24)
| Scenario | Estimated Value ($) |
|---|---|
| Retirement | 1,390,038 (RSU vest + PSU continue at assumed 150% target) |
| Death/Disability | 1,028,222 (RSU + PSU target vesting) |
| Without Cause (no CIC) | 1,878,890 (severance + PSU prorated at assumed 150%) |
| Change in Control (double trigger) | 2,722,015 (severance + RSU full + PSU at target + health benefit) |
Note: CIC and severance definitions include “Cause,” “Good Reason,” and updated CIC triggers (25% stock acquisition, board composition change, major transactions) in the Amended Severance Agreement used prospectively .
Investment Implications
- Pay‑for‑performance alignment is strong: annual incentives tied to EPS/ROE and platform profitability; long‑term PSUs tied to sector‑relative TSR and multi‑year ROE, with caps and clawbacks limiting risk; high Say‑on‑Pay support (96%) indicates shareholder acceptance .
- Retention risk appears contained by pension/ESSRP values, ERPP special credits (7.8% of prior year comp) and accelerated RSU vesting upon retirement; severance provides 1.5× protection (double‑trigger CIC at target vesting), reducing exit friction .
- Insider selling pressure may cluster around scheduled vestings (annual RSU tranches and 3‑year PSU payouts); holding requirements until guideline compliance and anti‑hedging/pledging reduce misalignment risk .
- Execution risk centers on Electric Platform regulatory outcomes and ESG targets (renewables under target in 2024), but safety and sustainability targets were achieved; incentive design now includes DEI/environment components, signaling broader performance levers .