Northwest Natural Holding Co

Appointment of Justin B. Palfreyman as Chief Executive Officer and Approval of Compensation Arrangements

As previously reported, Mr. David H. Anderson intends to retire from his position as Chief Executive Officer of NW Holdings and NW Natural, effective April 1, 2025.

On February 27, 2025, the Boards of Directors of NW Holdings and NW Natural elected Justin B. Palfreyman to the position of President and Chief Executive Officer of Northwest Holdings and Chief Executive Officer of NW Natural, effective April 1, 2025.

Mr. Palfreyman, age 46, was appointed President of NW Holdings and NW Natural in May 2023. Mr. Palfreyman previously held the position of Senior Vice President, Strategy and Business Development of NW Natural since February 2023. Prior to that he was Vice President, Strategy and Business Development of NW Natural from February 2017 to 2023 and Vice President, Business Development of NW Natural from 2016 to February 2017. Prior to joining NW Natural, Mr. Palfreyman was a director in the Power, Energy and Infrastructure Group at Lazard, Freres & Co. from 2009 to 2016 and previously worked in the Infrastructure Investment Banking Group at Goldman Sachs. He has also held various positions in finance, strategy and business development at both Apex Learning and Accenture in Seattle, Washington. Mr. Palfreyman is also a member of the board of directors of various NW Holdings’ subsidiaries, including NW Natural Water Company, LLC, NW Natural Renewables Holdings, LLC, and SiEnergy Operating, LLC. Mr. Palfreyman graduated from Pacific Lutheran University with a Bachelor of Business Administration. He also holds a Master of Business Administration from The University of Chicago Booth School of Business and a Master of Public Policy from The University of Chicago Irving B. Harris School of Public Policy.

Concurrently with his appointment as Chief Executive Officer, the Board approved the following compensation for Mr. Palfreyman for 2025: (i) an annual salary of $850,000 effective March 1, 2025; (ii) a target incentive opportunity under NW Natural’s Executive Annual Incentive Plan of 90 percent of Mr. Palfreyman’s salary; (iii) an award of 14,982 Performance-Based Restricted Stock Units that will vest in three equal installments on March 1 of each of 2026, 2027 and 2028 in the form of agreement provided to other executive officers and filed as Exhibit 10aa to this Annual Report. In addition, Mr. Palfreyman will be eligible to participate in the Company’s Long-Term Incentive Plan (LTIP) with a target of 27,820 performance shares, awarded in accordance with the terms of the LTIP.

In addition, the Board approved NW Natural’s entry into a Change in Control Severance Agreement with Mr. Palfreyman in the form provided to executive officers and filed as Exhibit 10o to this Annual Report, with a cash payment of two and one-half times base salary and target bonus.

Election of Justin B. Palfreyman to the Board of Directors

On February 27, 2025, the Board of Directors appointed Justin B. Palfreyman to the Board of NW Holdings as a Class I director, effective April 1, 2025, for a term expiring at the Company’s next Annual Meeting of Shareholders. Mr. Palfreyman was also appointed to the Board of Directors of NW Natural, commencing April 1, 2025. Mr. Palfreyman will not serve on any committees of the Board.

Other than his employment, there are no arrangements or understandings between Mr. Palfreyman and any other person pursuant to which he was appointed as an officer and director of the Company. Mr. Palfreyman has no family relationships with any of our directors, executive officers, or director nominees and there are no transactions in which Mr. Palfreyman has an interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Palfreyman will receive no additional compensation for his role as a director of NW Holdings and NW Natural.

In connection with Mr. Palfreyman’s appointment to the Board, the Board increased the number of directors comprising the NW Holdings Board from 12 to 13 directors, effective April 1, 2025.

Rule 10b5-1 Trading Arrangements

From time to time, our officers (as defined in Rule 16a-1(f) of the Exchange Act) and directors may enter into Rule 10b5-1 or

non-Rule 10b5-1 trading arrangements (as each such term is defined in Item 408 of Regulation S-K). During the three months ended December 31, 2024, none of our officers or directors adopted, modified or terminated any such trading arrangements.