NorthWestern Energy Group, Inc.

6 Mar 24

Definitive proxy

2:58pm

The following table provides information as of December 31, 2023, with respect to the beneficial ownership of shares of our common stock owned by our current non-employee directors, our NEOs, and by all of our directors and executive officers as a group.

Amount and Nature of Beneficial Ownership	Name of Beneficial Owner				Unrestricted Shares of Common Stock Beneficially Owned Directly (#)		Unrestricted Shares of Common Stock Beneficially Owned Indirectly (#)	Deferred Stock Units (#)	Total Shares of Common Stock Beneficially Owned (#)	Percent of Common Stock (%)
Anthony Clark		4,650	—	16,206	20,856	*
Dana Dykhouse		41,500	—	—	41,500	*
Sherina Edwards		2,833	—	—	2,833	*
Jan Horsfall		4,375	—	—	4,375	*
Britt Ide		183	—	10,322	10,505	*
Kent Larson		4,896	—	—	4,896	*
Linda Sullivan		2,824	—	19,759	22,583	*
Mahvash Yazdi		1,990	—	11,416	13,406	*
Jeffrey Yingling		1,000	—	14,076	15,076	*
Brian Bird		104,693	13,860	118,553	*
Crystal Lail		8,243	—	2,316	10,559	*
Shannon Heim		—	—	—	—	*
John Hines		1,814	—	27,240	29,054	*
Bobbi Schroeppel		23,107	—	5,232	28,339	*
Directors and Executive Officers as a Group (19 persons)		211,918	—	137,898	349,816	*
*Less than one percent

Name	Base Salary ($)			Targeted Annual Incentive ($)			2x Base Salary + 2x Targeted Annual Incentive ($)			Interrupted Annual Bonus ($) (1)			COBRA Premiums ($) (2)			Outplacement Services ($)			Amount of Potential Severance Benefit ($)
Brian Bird			800,000			800,000	3,200,000	733,333	37,154	12,000	3,982,487			Crystal Lail	474,375			308,344	1,565,438	282,649	37,875	12,000	1,897,962			Shannon Heim	350,000			157,500	1,015,000	144,375	57,935	12,000	1,229,310			John Hines	330,383			132,153	925,072	121,140	37,330	12,000	1,095,542			Bobbi Schroeppel	329,002			131,601	921,206	120,634	54,777	12,000	1,108,617

CEO to Median Employee Pay Ratio	CEO			Median Employee			Base Salary			$794,519			$87,495			Stock Awards			$1,600,000			—			Annual Incentive Plan Compensation	$616,000			$6,790			Change in Pension Value and Nonqualified Deferred Compensation Earnings (1)			$34,619			—			All Other Compensation	$65,464			$42,518			TOTAL			$3,110,602			$136,803			CEO Pay to Median Employee Pay Ratio			23			:			1			(1) These amounts are attributable to a change in the value of each individual’s defined benefit pension account balance and do not represent earned or paid compensation. Pension values are dependent on many variables including years of service, earnings, and actuarial assumptions.

Fees Earned or Paid in Cash ($)	Stock Awards (1) ($)			Total ($)
Dana Dykhouse, Board Chair			150,000		222,525	372,525	Anthony Clark	70,000		163,185	233,185	Sherina Edwards	46,667		166,977	213,644	Jan Horsfall, Operations Chair	80,000		163,185	243,185	Britt Ide	70,000		163,185	233,185	Kent Larson	70,000		163,185	233,185	Linda Sullivan, Audit Chair	80,000		163,185	243,185	Mahvash Yazdi, Compensation Chair	80,000		156,200	236,200	Jeffrey Yingling, Governance Chair	80,000		156,200	236,200

2023 Non-Employee Director Compensation Schedule	Cash ($)			Shares (#)
New Member Initial Stock Grant			—		1,000	Board Chair Annual Retainer (1)	150,000		3,750	Board Member Annual Retainer	50,000		2,750	Committee Chair Annual Retainer	10,000		—	Committee Member Annual Retainer	10,000		—	(1) The Board chair does not receive the Board Member annual cash and stock retainers.

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