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Otter Tail Corp

For the period ended Dec 31, 2024. Filed Mar 3, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2024 · Filed Mar 3, 2025

OTTR$78.44-2.0%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

OTTER TAIL CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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OTTER TAIL CORPORATION

ANNUAL MEETING OF SHAREHOLDERS

Monday, April 14, 2025

10:00 A.M. (CDT)

Virtual Meeting Link: www.virtualshareholdermeeting.com/OTTR2025.

In order to be admitted to the Annual Meeting, you will need to enter the 16-Digit Control Number found on your proxy card, voting instruction form, or Notice you previously received. You may vote during the Annual Meeting by following the instructions that will be available on the virtual meeting website.

Contact Shareholder

Services for Information

E-mailsharesvc@ottertail.com
Internetwww.ottertail.com
Phone800-664-1259 or 218-739-8479
MailOtter Tail CorporationP.O. Box 496Fergus Falls, Minnesota 56538-0496

March 3, 2025

Dear Shareholders:

We invite you to join us at our virtual 2025 Annual Meeting of Shareholders on Monday, April 14, 2025 at 10:00 A.M. (CDT). An audio archive of the Annual Meeting, including the question and answer session, will be posted on Otter Tail Corporation’s website atwww.ottertail.com within a few days after the meeting’s adjournment.

Otter Tail Corporation produced record earnings in 2024, generating diluted earnings per share of $7.17. We produced a return on equity of 19 percent on an equity layer of 62 percent. In addition, 2024 marked the completion of the 86th consecutive year of paying dividends to our shareholders. Finally, in February 2025, we increased our dividend by 12 percent producing an annual indicated dividend of $2.10.

In 2024, our regulated electric utility, Otter Tail Power Company, continued to execute on its regulatory priorities. It received approval from the Minnesota Public Utilities Commission on its Integrated Resource Plan and approval from the North Dakota Public Service Commission for its general rate case. Otter Tail Power also continued to deliver on its significant rate base growth plan, investing to provide safe, reliable, efficient and increasingly clean electric service to our customers while maintaining some of the lowest electric service rates in the nation.

Our manufacturing platform faced changing market conditions throughout 2024. Our manufacturing businesses continue to navigate softened end market demand but remain well positioned to respond once demand improves. Our plastic pipe businesses produced another year of strong financial results, benefiting from customer sales volume growth and improved end market demand. We completed the first phase of Vinyltech Corporation’s expansion project, adding large diameter PVC pipe production capability, and look forward to completing our expansion project at BTD Georgia in early 2025, positioning us to better serve our customers in the southeast.

Our diversified business model continues to serve us and our stakeholders well, as our manufacturing platform generates accretive earnings, enhanced returns and positive free cash flow to fund our electric utility rate base growth plan without any equity needs. We look forward to sharing more about our 2024 operational and financial results, as well as our long-term strategy to continue to produce value for our employees, customers and shareholders during the 2025 Annual Meeting.

Your vote is important. Information concerning the matters to be considered and voted upon at the 2025 Annual Meeting along with instructions on how to vote your shares is set out in the attached Notice of 2025 Annual Meeting and Proxy Statement. Please be sure to retain your Notice or proxy card (if you received a printed copy of the proxy materials), which has your 16-Digit Control Number required to be admitted into the 2025 Annual Meeting.

Thank you for your confidence and investment in Otter Tail Corporation.

Nathan I. PartainCharles S. MacFarlane
Chairman of the BoardPresident and Chief Executive Officer

Notice of Annual Meeting

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Otter Tail Corporation (the “Corporation”) will be held as a virtual meeting on Monday, April 14, 2025 at 10:00 A.M. (CDT). You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/OTTR2025. You will need to have your 16‐Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting. The Annual Meeting will be held to consider and act upon the following proposals:
YOUR VOTE IS IMPORTANTPlease vote your proxy by telephone or the Internet as described in the instructions on the Notice. If you received paper copies of the proxy materials, you could also sign, date and return the accompanying proxy card in the enclosed envelope. If your shares are held of record in a brokerage account, please follow the instructions you receive from your broker. The Proxy Statement and Annual Report on Form 10-K were either made available to you over the Internet or mailed to you beginning on or about March 3, 2025. Shareholders who are receiving a paper copy of these materials can elect to receive future reports over the Internet by (1) visiting www.ProxyVote.com, (2) calling 1-800-579-1639 or (3) sending an email to sendmaterial@proxyvote.com (include your 16-Digit Control Number found on your Notice or the Proxy Card in the subject line).
1To elect three Directors to Otter Tail Corporation’s Board of Directors to serve terms of three years expiring in April 2028 and until their successors are duly elected and qualified.
2To approve, in a non-binding advisory vote, the compensation provided to the Named Executive Officers as described in the Proxy Statement.
3To ratify the appointment of Deloitte & Touche, LLP as Otter Tail Corporation’s independent registered public accounting firm for the year 2025.
4To transact such other business as may properly be brought before the meeting.
Important Notice Regarding the Internet Availability of Proxy Materials for the Shareholder Meeting to Be Held on Monday, April 14, 2025: Our Proxy Statement and Annual Report on Form 10-K are available at www.ottertail.com/annual.March 3, 2025JENNIFER O. SMESTADVice PresidentGeneral Counsel and Corporate Secretary

Table of Contents

ItemPage
Proxy Summary1
Proxy Statement Questions and Answers4
Proposal 1: Election of Directors9
Board Composition and Director Qualifications18
Corporate Governance20
Board Leadership21
Risk Oversight21
Director Independence Determinations22
Director Nomination Process23
Meetings23
Contact with the Board of Directors23
Committees of the Board of Directors23
Director Compensation27
Annual Retainers27
Restricted Stock Grants27
Deferred Compensation Plan27
Stock Ownership Guideline27
Director Compensation Table28
Security Ownership of Certain Beneficial Owners29
Compensation Discussion and Analysis31
Executive Summary31
Purpose and Philosophy31
Market Conditions and Peer Group33
Elements of Executive Compensation34
Executive Compensation Policies43
Report of Compensation and Human Capital Management Committee45
Executive Compensation46
Summary Compensation Table46
Pay Versus Performance47
Grants of Plan-Based Awards51
Outstanding Equity Awards at Fiscal Year-End52
Stock Vested In Last Fiscal Year53
Pension Benefits53
Non-Qualified Deferred Compensation55
Potential Payments Upon Termination or Change In Control56
Pay Ratio Disclosure59
Proposal 2: Advisory Vote on Executive Compensation60
Report of Audit Committee61
Proposal 3: Ratification of Independent Registered Public Accounting Firm62
Pre-Approval of Audit and Non-Audit Services Policy63
Policy and Procedures Regarding Transactions with Related Persons64
Shareholder Proposals for 2025 Annual Meeting65
Other Business66

Forward-Looking Statements

The statements contained in this Proxy Statement about our future performance and operations, including, without limitation, financial and operational results, use of renewable resources and carbon emissions reductions, strategies, visions, prospects, plans, targets, goals, objectives, opportunities, consequences and all other statements that are not purely historical, are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Although we believe that our expectations are based on information currently available and on reasonable assumptions, we can give no assurance they will be achieved. There are a number of risks and uncertainties that could cause actual results to differ materially from any forward-looking statements made herein. A discussion of some of these risks and uncertainties is contained in our Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission (“SEC”), and available on our website: www.ottertail.com. In addition, any forward-looking statements included herein represent our estimates only as of the date hereof and should not be relied upon as representing our estimates as of any subsequent date. While we may elect to update forward-looking statements from time to time, we specifically disclaim any obligation to do so, even if our internal estimates change, unless otherwise required by applicable securities laws.

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