ottr-20230301

Table of Contents

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. )

Filed by the Registrant ☑

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)

Payment of Filing Fee (Check the appropriate box):

☑ No fee required.

☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid

☐ Fee paid previously with preliminary materials.

☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid

previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

Table of Contents

2023

PROXY STATEMENT AND

ANNUAL MEETING NOTICE

Table of Contents

OTTER TAIL CORPORATION

ANNUAL MEETING OF SHAREHOLDERS

Monday, April 17, 2023

10:00 A.M. (CDT)

Virtual Meeting Link: www.virtualshareholdermeeting.com/OTTR2023.

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-mail			sharesvc@ottertail.com

Internet			www.ottertail.com

Phone			800-664-1259 or 218-739-8479

Mail			Otter Tail Corporation P.O. Box 496 Fergus Falls, Minnesota 56538-0496

Table of Contents

March 1, 2023

Dear Shareholders:

We invite you to join us at our 2023 Annual Meeting of Shareholders on Monday, April 17, 2023 at 10:00 A.M. (CDT). We are again hosting this year’s meeting as a virtual-only meeting. We continue to work to conduct a virtual meeting that closely approximates an in-person experience for our shareholders. An audio archive of the Annual Meeting, including the question and answer session, will be posted on Otter Tail Corporation’s website at www.ottertail.com, within a few days after the meeting’s adjournment.

Our diversified businesses produced record financial results in 2022, delivering earnings of $284.2 million, or $6.78 per diluted share, an increase of 60% from 2021. In addition, in 2022 we increased our dividend by 5.8% and completed our 84th consecutive year of paying dividends to our shareholders. Collectively, our employees navigated a number of challenges this year, including ongoing supply disruptions, volatile raw material costs, workforce challenges and persistent inflationary pressures. Despite these challenges, our employees continued to meet the needs of our customers; delivering reliable, cost-effective and increasingly cleaner energy and producing quality products, delivered on-time with excellent customer service.

Our electric utility continues to execute on its capital spending plan, including investments in renewable generation resources, regional transmission projects and technology investments. Our manufacturing platform businesses effectively managed dynamic macroeconomic and industry conditions with a continued focus on meeting customer expectations. Our PVC pipe manufacturing businesses capitalized on unique industry conditions to produce extraordinary financial results in 2022.

Our electric utility business provides strong and stable cash flows to support our dividend and is complimented by our manufacturing platform businesses, which provide a higher level of earnings growth potential through organic opportunities. We believe our diversified business model positions us to deliver shareholder value through growing our businesses, achieving operational and commercial excellence, and engaging a talented workforce. We look forward to sharing more about our 2022 results and our strategy for sustained success during the 2023 Annual Meeting.

Your vote is important. Information concerning the matters to be considered and voted upon at the 2023 Annual Meeting along with instructions on how to vote your shares is set out in the attached Notice of 2023 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 2023 Annual Meeting.

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



Nathan I. Partain						Charles S. MacFarlane
Chairman of the Board						President and Chief Executive Officer

Table of Contents

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-only meeting on Monday, April 17, 2023 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/OTTR2023. 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:

1.To elect three Directors to Otter Tail Corporation’s Board of Directors to serve terms of three years expiring in April 2026 and until their successors are duly elected and qualified.

2.To approve, in a non-binding advisory vote, the compensation provided to the Named Executive Officers as described in the Proxy Statement.

3.To determine, in a non-binding advisory vote, whether future shareholder votes on the compensation of the Named Executive Officers should occur every one, two or three years.

4.To adopt the Otter Tail Corporation 2023 Stock Incentive Plan.

5.To ratify the appointment of Deloitte & Touche, LLP as Otter Tail Corporation’s independent registered public accounting firm for the year 2023.

6.To transact such other business as may properly be brought before the meeting.

March 1, 2023

JENNIFER O. SMESTAD

Vice President

General Counsel and Corporate Secretary

Important Notice Regarding the Internet Availability of Proxy Materials for the Shareholder Meeting to Be Held on Monday, April 17, 2023: Our Proxy Statement and Annual Report on Form 10-K are available at www.ottertail.com/annual.

Table of Contents

YOUR VOTE IS IMPORTANT

Please 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, which does not require postage if mailed in the United States. If your shares are held of record in a brokerage account, please follow the instructions you receive from your broker. Your broker will submit a proxy card to Otter Tail Corporation reflecting the votes it receives.

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 1, 2023. Shareholders who are receiving a paper copy of the Proxy Statement and Annual Report on Form 10-K can elect to receive future reports over the Internet. If you are interested in this option, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your 16-Digit Control Number found on your Notice or on the proxy card in the subject line.

Table of Contents

TABLE OF CONTENTS


Item			Page

Forward - Looking Statements			8
Proxy Statement Questions and Answers			9
Election of Directors			12
Corporate Governance			22
Contact with the Board of Directors			24
Committees of the Board of Directors			24
Director Compensation			25
Security Ownership of Certain Beneficial Owners			26
Compensation Discussion and Analysis			28
Report of Compensation and Human Capital Management Committee			35
Executive Compensation			36
Pay Ratio Disclosure			46
Advisory Vote on Executive Compensation			47
Advisory Vote on Say on Pay Frequency			47
Proposal to Adopt the Otter Tail Corporation 2023 Stock Incentive Plan			47
Report of Audit Committee			53
Ratification of Independent Registered Public Accounting Firm			53
Policy and Procedures Regarding Transactions with Related Persons			54
Shareholder Proposals for 202 4 Annual Meeting			55
Other Business			55

Table of Contents

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, 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.

Table of Contents

PROXY STATEMENT QUESTIONS AND ANSWERS

Q:Why am I receiving these materials?

A:The Board of Directors of Otter Tail Corporation provides these materials in connection with its solicitation of proxies for use at the Annual Meeting of Shareholders to be held on April 17, 2023. As a shareholder, you are invited to attend the Annual Meeting and are entitled to vote on the proposals described in this Proxy Statement.

Q:How can I attend the Annual Meeting?

A:You can attend the Annual Meeting by logging on to our virtual meeting website at www.virtualshareholdermeeting.com/OTTR2023 and following the instructions provided by your broker on the voting instruction card, on your proxy card or on the Notice of Internet Availability of Proxy Materials (the “Notice”).

To participate in the Annual Meeting, you will need the 16-Digit Control Number included on these documents. If you do not have this control number at the time of the meeting, you will still be able to attend virtually, but you will not be able to vote or ask questions. The Annual Meeting will begin promptly at 10:00 A.M. (CDT). We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at 9:45 A.M. (CDT), and you should allow ample time for the check-in procedures.

Q:Why is Otter Tail holding a virtual Annual Meeting?

A:We have decided to hold a virtual Annual Meeting due to its ease of access, real time communication and cost savings for both our shareholders and Otter Tail Corporation, and it facilitates shareholder attendance and participation from any location. We anticipate continuing virtual Annual Meetings going forward.

Q:How can I ask questions during the Annual Meeting?

A:You will be able to submit questions before the meeting, at the time you register. In addition, you may submit questions in real time during the Annual Meeting through the virtual meeting website following the formal business portion of the meeting. The Chairman and executive management will answer appropriate questions from shareholders regarding the Corporation. Such questions may be submitted in the field provided in the website during the Annual Meeting. To allow us to answer questions from as many shareholders as possible, we will limit each shareholder to two questions. It will help us if questions are succinct and cover only one topic. Submitted questions should follow our Rules of Conduct in order to be addressed during the meeting. Our Rules of Conduct will be posted on the website before the meeting.

Q:What can I do if I need technical assistance during the Annual Meeting?

A:If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting website’s log-in page.

Q:If I can’t attend the Annual Meeting, how do I vote or listen to it later?

A:You do not need to attend the Annual Meeting to vote if you submitted your vote via proxy in advance. A replay of the meeting, including the questions answered during the meeting, will be available on www.ottertail.com within a few days after adjournment.

Only common shareholders of record at the close of business on February 17, 2023, are entitled to vote during the meeting or by proxy at the Annual Meeting. As of the record date, 41,684,526 shares of Otter Tail Corporation were issued and outstanding, of which a majority must be present during the meeting or by proxy in order to constitute a quorum for the Annual Meeting. Each shareholder is entitled to one vote per share.

Q:What proposals may I vote on at the Annual Meeting?

A:You may vote on whether:

•To elect three Directors to Otter Tail Corporation’s Board of Directors to serve terms of three years expiring in April 2026, and until their successors are duly elected and qualified.

•To approve, in a non-binding advisory vote, the compensation provided to the Named Executive Officers as described in this Proxy Statement.

•To determine, in a non-binding advisory vote, whether future shareholder votes on the compensation of the Named Executive Officers should occur every one, two or three years.

•To adopt the Otter Tail Corporation 2023 Stock Incentive Plan.

•To ratify the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for the year 2023.

•To transact such other business as may properly be brought before the meeting.

Q:How do I vote my shares?

A:Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we have sent to shareholders who have not requested printed copies of the proxy materials the Notice containing instructions on how to access this Proxy Statement and our Annual Report via the Internet. Shareholders who have received the Notice will not be sent a printed copy of our proxy materials in the mail unless requested.

You may vote either during the virtual Annual Meeting or by granting a proxy. If you desire to grant a proxy, you have three voting options:

(1)by telephone;

(2)by Internet; or

(3)by mail.

Table of Contents

If you intend to vote by proxy, please follow the instructions on the Notice you received for our Annual Meeting of Shareholders. If you received paper copies of our proxy materials, you also received a proxy card or voting instruction card for voting your shares. To register your vote, complete, date and sign the proxy or voting instruction card and return it in the enclosed envelope or vote your proxy by telephone or Internet in accordance with the voting instructions on the card. Voting by proxy will not affect your right to vote your shares if you wish to vote during the virtual meeting.

Q:May I change my vote?

A:You have the right to revoke your proxy any time before the Annual Meeting by:

•providing written notice to an officer of Otter Tail Corporation and voting during the Annual Meeting;

•submitting another proper proxy by telephone or the Internet; or

•submitting a new written proxy bearing a later date at any time before the proxy is voted at the Annual Meeting.

Q:How are the votes counted?

A:On Proposal 1, the election of Directors, you may vote FOR one or more of the nominees or you may WITHHOLD your vote for one or more nominees. You may vote FOR, AGAINST or ABSTAIN on Proposal 2, the non-binding advisory vote on the compensation provided to the Named Executive Officers as described in this Proxy Statement; Proposal 4, adoption of the Otter Tail Corporation 2023 Stock Incentive Plan; and Proposal 5, the ratification of the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm for 2023. You may vote FOR one year, two years, three years or ABSTAIN on Proposal 3, the non-binding advisory vote on the frequency for voting on the compensation of the Named Executive Officers. If you return your signed proxy card, but do not mark the boxes showing how you wish to vote, your shares will be voted FOR all proposals and specifically for one year on the non-binding advisory vote on the frequency for voting on the compensation of the Named Executive Officers.

Shares voted as “WITHHOLD” or “ABSTAIN” will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum at the Annual Meeting.

The impact of a “WITHHOLD” vote, in combination with the majority voting policy is described below. An “ABSTAIN” vote will have the effect of a vote “AGAINST” Proposals 2 through 5, but with regard to Proposal 3, an “ABSTAIN” vote will have no effect in the event that a plurality voting standard is applied as described below.

If your shares are held in the name of a brokerage firm and you do not provide voting instructions to your broker, your shares will not be voted on any proposal for which your broker does not have discretionary authority to vote. Brokers do have discretionary authority to vote on Proposal 5, the ratification of the appointment of Deloitte & Touche, LLP as our independent registered public accounting firm, but they do not have discretionary authority to vote on the other proposals. If a broker submits “broker non-votes,” meaning a proxy that indicates that the broker does not have discretionary authority as to certain shares to vote on one or more proposals, those shares will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum at the meeting, but will not be considered as present and entitled to vote with respect to such proposals. As a result, broker non-votes will have no effect on the voting of any of the proposals presented at the Annual Meeting.

Q:How many votes are needed to approve each proposal?

A:On Proposal 1, the election of Directors, a nominee will be elected by a favorable vote of plurality of the shares of voting stock present and entitled to vote, in person or by proxy, at the Annual Meeting. A plurality means that if shareholders are electing three Directors, the three Director nominees receiving the highest number of votes will be elected. Shareholders do not have the right to cumulate their vote for Directors. Any standing Director candidate who receives a greater number of “WITHHELD” votes than “FOR” votes for his or her election will be required to submit a letter of resignation as outlined in the Otter Tail Corporation’s Corporate Governance Principles. After recommendation from the Corporate Governance Committee, the Board will determine whether to accept the resignation and publicly disclose that decision within 90 days from the date of the certification of the election results.

On Proposal 2, the non-binding advisory vote on the compensation provided to the Named Executive Officers as described in the Proxy Statement, the affirmative vote of the holders of a majority (more than 50%) in voting power of the common shares, which are present or represented by proxy and entitled to vote, is required to approve the resolution.

On Proposal 3, the non-binding advisory vote on the frequency for voting on the compensation of the Named Executive Officers, if none of the three options receive the affirmative vote of the holders of a majority (more than 50%) in voting power of the common shares, which are present or represented by proxy and entitled to vote, the Board will consider the option that receives a favorable vote of a plurality of the shares of voting stock present and entitled to vote, in person by proxy, as the recommendation of the shareholders. A plurality means that the option of “one year”, “two years” or “three years” receiving the highest number of votes is deemed to be the shareholders’ recommendation.

On Proposal 4, the adoption of the Otter Tail Corporation 2023 Stock Incentive Plan, the affirmative vote of the holders of a majority (more than 50%) in voting power of the common shares, which are present or represented by proxy and entitled to vote, is required to approve the resolution.

On Proposal 5, the ratification of Deloitte & Touche, LLP to serve as the independent public accounting firm, the affirmative vote of the holders of a majority (more than 50%) in voting power of the common shares, which are present or represented by proxy and entitled to vote is required to ratify the appointment.

Q:Where and when will I be able to find the results of the voting?

Table of Contents

A:Preliminary results will be announced at the Annual Meeting of Shareholders. Otter Tail Corporation will publish the final results in a current report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting. You may also find the results on our website www.ottertail.com.

Q: Who bears the cost of soliciting votes for the Annual Meeting?

A: Otter Tail Corporation will pay the cost of preparing, assembling, printing, mailing and distributing these proxy materials. In addition to

soliciting proxies by mail, employees of Otter Tail Corporation may solicit them by telephone or in person. Employees received no additional

compensation for these solicitation activities.

Table of Contents

ELECTION OF DIRECTORS

The Board of Directors of Otter Tail Corporation is currently comprised of eleven Directors divided into three classes. The members of each class are elected to serve three-year terms with the term of office of each class ending in successive years.

The terms of Mr. John D. Erickson, Mr. Nathan I. Partain and Mr. James B. Stake expire at the time of the 2023 Annual Meeting of Shareholders. In September 2022, Mr. Stake advised the Board of Directors that he did not intend to stand for reelection at the 2023 Annual Meeting in order to support the ongoing goals of Board refreshment and succession planning.

Under the direction of the Board of Directors, the Corporate Governance Committee engaged in an extensive search to fill the Board vacancy to be created by Mr. Stake’s decision not to stand for re-election. The search was conducted with the assistance of a third party search firm. At the conclusion of the search process, Jeanne H. Crain and Mary E. Ludford were appointed to the Board of Directors effective January 1, 2023.

The Board of Directors, upon recommendation of the Corporate Governance Committee, nominates, Mr. Erickson Mr. Partain and Ms. Crain for election to serve three-year terms ending at the time of the Annual Meeting of Shareholders in 2026, and until their successors are duly elected and qualified.

Under Minnesota law, the affirmative vote of a plurality of the common shares present and entitled to vote for Directors is required for the election of the nominees to the Board of Directors. Proxies, unless otherwise directed thereon, will be voted in favor of all nominees. The proxies solicited may be voted for a substitute nominee or nominees in the event that any of the nominees is unable to serve or for good reason will not serve, which is a contingency not now anticipated.

The Board of Directors has adopted a governance principle whereby a Director candidate in an uncontested election who receives a greater number of votes “WITHHELD” from his or her election than votes “FOR” such election must tender his or her resignation for the Board’s consideration. After recommendation from the Corporate Governance Committee, the Board will determine whether to accept the resignation and publicly disclose that decision within 90 days from the date of the certification of the election results.

Biographies of the Director nominees and of the continuing Directors are found on the following pages, including an outline of his or her senior leadership roles, qualifications and experience to serve on the Board. Except as otherwise noted, each Director and Director nominee has held the same position or another executive position with the same employer for the past five years.

The Corporate Governance Committee reviews the overall composition of the Board, with the goal of achieving balance and diversity, as discussed under “Board Composition and Director Qualifications.”

The Board of Directors has determined that, with the exception of Mr. Charles S. MacFarlane, our President and Chief Executive Officer, all of the Directors and Director nominees are independent as defined by the Nasdaq Listing Standards. However, due to Mr. John D. Erickson’s longstanding ties to Otter Tail Corporation, as described in his biography, he serves on no standing committees.

The Board of Directors recommends a vote FOR the election of all nominees to the Board of Directors.

Table of Contents


Nominees for Election at the Annual Shareholder Meeting in April 2023:


			John D. Erickson Fergus Falls, Minnesota
			Director since: 2007			Advisor to ECJV Holding, LLC, a subsidiary of Cascade Investments, LLC, since 2011. Former President and Chief Executive Officer of Otter Tail Corporation from 2002 to 2011.
			Age at the time of the Annual Meeting: 64
			Board Committees:			Senior Leadership Roles:
			•None			Having joined Otter Tail Power Company in 1980, Mr. Erickson was appointed to roles of increasing responsibility throughout his career spanning more than 30 years. Prior to his role as the President and Chief Executive Officer of Otter Tail Corporation, from 1998 to 2000, Mr. Erickson served as the Chief Financial Officer, Vice President of Finance and Treasurer. In 2000, Mr. Erickson was named as the Corporation’s Executive Vice President, in addition to his ongoing responsibilities as Chief Financial Officer and Treasurer. Then, in 2001, Mr. Erickson was named as the Corporation’s President, and its Chief Executive Officer in 2002. He served as Otter Tail Power Company’s President from 2001 to 2002 and as its Director of Revenue and Market Analysis from 1989 to 1998.
			Other Board Service:
			•OE Holdings, LLC (2015 - 2021)
			•North Dakota State University Foundation (Nominating and Governance Committee and Chair, Investment Committee)
			•Lake Region Healthcare Corporation Board of Trustees (Chair)
						Qualifications and Experience:
						As former Chief Executive Officer, Mr. Erickson contributes public company executive leadership experience, financial expertise and a deep knowledge of the Corporation’s business and the utility industry. During his tenure with the Corporation, he oversaw functions including operations, accounting, financial reporting, finance, and customer energy program marketing. The Board benefits from his comprehensive understanding of regulatory accounting, the regulatory environment, and the service territory for Otter Tail Power Company.


			Nathan I. Partain League City, Texas
			Director since: 1993			Retired President and Chief Investment Officer of Duff & Phelps Investment Management Co., from 2005 through 2020.
			Chairman since: 2011			Senior Leadership Roles:
			Age at the time of the Annual Meeting: 66			Mr. Partain is retired and currently serves as a consultant for the investment management industry. He most recently served as the President and Chief Investment Officer of Duff & Phelps Investment Management Co., as well as the President and Chief Executive Officer of DNP Select Income Fund, Inc., a closed-end utility income fund. Prior to joining Duff & Phelps, Mr. Partain held financial and regulatory positions with Gulf States Utilities Company. Mr. Partain is a Chartered Financial Analyst.
			Board Committees:
			•None
			Other Board Service:
			•NW Natural Holding Company*			Qualifications and Experience:
						The Board benefits from Mr. Partain’s executive leadership and governance expertise, which he has developed over many years of managing and overseeing funds at Duff & Phelps, his financial expertise, and his extensive knowledge of the utility industry gained from over 35 years of providing electric utility investment research and management services to institutional clients of Duff & Phelps.

* A public company with securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Table of Contents

Jeanne H. Crain

Minneapolis, MN

Director since: January 1, 2023

President and Chief Executive Officer of Bremer Financial Corporation, a $16 billion financial services organization with locations in Minnesota, Wisconsin and North Dakota. She has served as CEO since 2016 (“Bremer”).

Age at the time of the Annual Meeting: 63

Senior Leadership Roles:

Board Committees:

Prior to being appointed as President and CEO, Ms. Crain served as the Group President, Bremer Financial Corporation & CEO, Bremer Bank, Twin Cities and North Dakota Region. She has extensive banking experience, having been involved in the industry in roles of increasing responsibility for 40 years.

•Audit

•Compensation and Human Capital Management

Other Board Service:

Qualifications and Experience:

•Federal Reserve Bank of Minneapolis (Chair, Audit Committee)

With extensive leadership and strategic planning experience in the banking industry in the same region of Otter Tail Power Company’s service territory, the Board benefits from Ms. Crain’s expansive financial and leadership expertise. In addition, Ms. Crain has a thorough understanding of the utility’s service territory and its customers, as well as the public policy and economic issues affecting the region. As CEO of Bremer, Ms. Crain oversees the technology, regulatory and human resources functions and has a fulsome understanding of these functional areas.

•YMCA of the North (Chair, Finance Committee)

•Bremer Bank

Directors with terms expiring in April 2024:

Karen M. Bohn Edina, Minnesota

Director Since: 2003

President of Galeo Group, LLC, a management consulting firm, since 1998. In this role, Ms. Bohn advises corporate boards and executive leadership.

Age at the time of the Annual Meeting: 69

Board Committees:

Senior Leadership Roles:

•Corporate Governance (Chair)

Prior to her role as President of Galeo Group, LLC, Ms. Bohn served at Piper Jaffray Companies between 1976 and 1998 in positions including Chief Administrative Officer from 1988 to 1998, President of Piper Jaffray Companies Foundation from 1993 to 1998, and Chief Executive Officer and the President of Piper Trust Company from 1994 to 1995.

•Audit

Other Board Service:

•Ameriprise Certificate Company (Chair)

Qualifications and Experience:

•RiverSource Life Insurance Co of New Your (Audit)

Ms. Bohn contributes executive leadership experience from her extensive service at Piper Jaffray Companies, where she oversaw a wide range of corporate functions including corporate communications, community affairs, government relations, human resources, enterprise services, strategic and operational planning and retirement plans. The Board also benefits from Ms. Bohn’s expertise developed over the course of her career in the financial services sector, as well as insights from her consulting practice in the areas of governance, leadership and strategy.

•Evangelical Lutheran Church of America Foundation (Governance, Finance)

Table of Contents

Charles S. MacFarlane Fergus Falls, Minnesota

Director Since: 2015

Chief Executive Officer since 2015 and President since 2014 of Otter Tail Corporation; Chief Executive Officer since 2007 and President from 2003 to 2014 of Otter Tail Power Company.

Age at the time of the Annual Meeting: 58

Board Committees:

Senior Leadership Roles:

•None

In addition to his current roles at Otter Tail Corporation and Otter Tail Power Company, Mr. MacFarlane has held a number of other positions, including as Otter Tail Corporation’s Chief Operating Officer from 2014 to 2015 and its Senior Vice President, Electric Platform and President, Otter Tail Power Company in 2003. Mr. MacFarlane served as Director of Electric Distribution Planning, Engineering and Reliability at Xcel Energy, Inc. from 2000 to 2001 and as Director of Delivery Construction & Field Operations for Northern States Power Company, a subsidiary of Xcel Energy, Inc., from 1997 to 2000.

Other Board Service:

•University of North Dakota Alumni Association and Foundation (Finance Committee)

•Edison Electric Institute (EEI)

•Lake Region Healthcare Corporation Board of Trustees (Chair, Audit Committee)

Qualifications and Experience:

Mr. MacFarlane provides the Board with a direct link to the management team of Otter Tail Corporation and it critical to Board discussions on operations and the development and execution of the strategic direction of Otter Tail Corporation. Mr. MacFarlane also contributes business and utility expertise developed over the course of his career at Otter Tail Power Company and Xcel Energy, Inc. The Board also benefits from Mr. MacFarlane’s deep understanding of the policy and regulatory environments and the service territory for Otter Tail Power Company.

Thomas J. Webb Richland, Michigan

Director Since: 2018

Advisor to a variety of companies, including CenterPoint Energy, Inc. and Pacific Gas and Electric Company.

Age at the time of the Annual Meeting: 70

Retired Executive Vice President and Chief Financial Officer of CMS Energy Corporation, primarily a gas and electric utility, from 2002 to 2017, and Vice Chair during 2017.

Board Committees:

•Audit

Senior Leadership Roles:

•Compensation and Human Capital Management

Prior to his roles at CMS Energy Corporation, Mr. Webb served as Executive Vice President and Chief Financial Officer for The Kellogg Company, a multinational food manufacturer, from 1999 to 2002, and as Chief Financial Officer at Visteon Corporation, a division of Ford Motor Company, from 1996 to 1999. He began his career at Ford Motor Company in 1977, holding positions of increasing responsibility in finance and management for a period of more than 22 years in the United States and in Europe.

Other Board Service:

•EnerBank USA (Chair) (2002-2018)

•Southwest Michigan First (Finance and Audit Committee Chair)

Qualifications and Experience:

Mr. Webb contributes executive leadership experience and public company accounting, finance, and financial reporting expertise from his years of service as Chief Financial Officer at CMS, Kellogg, and Visteon. The Board also benefits from Mr. Webb’s comprehensive understanding of utility operations, the utility industry and regulatory accounting from his 15 years at CMS.

Table of Contents


			Mary E. Ludford Chicago, IL
			Director since: January 1, 2023			Retired Chief Audit Executive and Deputy Chief Security Officer for Exelon Corporation, a Fortune 200 company, which serves 10 million customers through six regulated distribution and transmission utilities.
			Age at the time of the Annual Meeting: 63
			Board Committees:			Senior Leadership Roles:
			•Audit			Ms. Ludford retired in 2020, after having served as Deputy Chief Security Officer of Exelon from 2018-2020, and Vice President, Corporate Operations of Exelon from 2016-2018. Ms. Ludford served as the Chief Audit Executive at Exelon from 2010-2016.
			•Corporate Governance
			Other Board Service:
			•None			Qualifications and Experience:
						Ms. Ludford is an accomplished senior operating and financial executive with 39 years of experience in roles of increasing responsibility and complexity in the energy industry. Ms. Ludford has extensive experience with financial reporting, internal audit, financial controls, mergers and acquisitions, customer operations and the electric utility industry as a whole. Additionally, as Exelon’s Deputy Chief Security Officer, she was accountable for the company’s information and operational technology cyber and physical security programs and through that role gained comprehensive training and experience in cybersecurity matters. She has recent and deep understanding of public policy issues and regulation.

Table of Contents


Directors with Terms Expiring in April 2025:


			Steven L. Fritze Mendota Heights, Minnesota
			Director since: 2013			Retired Chief Financial Officer of Ecolab, Inc., a global leader in water, hygiene and infection prevention and services, from 2002 to 2012.
			Age at the time of the Annual Meeting: 69			Senior Leadership Roles:
			Board Committees:			Mr. Fritze served in roles with increasing leadership responsibility before retiring as Chief Financial Officer at Ecolab, Inc., including as Senior Vice President of Finance from 2001 to 2002, Vice President and Controller from 1998 to 2001, Vice President and Treasurer, from 1995 to 1998, including a period of also serving as Acting Chief Information Officer, and Vice President and Controller of Ecolab’s largest division, Ecolab U.S. Institutional Division, from 1989 to 1995.
			•Audit (Chair)
			•Corporate Governance
			Other Board Service:
			•Mortenson Construction, Inc. (2014-2022) (Audit Committee, Chair)			Qualifications and Experience:
			• St. Paul and Minnesota Foundation (2013-2021) (Audit and Finance Chair)			Mr. Fritze contributes public company accounting, finance, and financial reporting expertise from his service as Chief Financial Officer of Ecolab, as well as executive leadership experience gained over 32 years of service to Ecolab in a variety of roles. In these positions, Mr. Fritze’s duties included responsibility for the control environment, accounting function, decision support analytics, and public company financial disclosures. Mr. Fritze also had accountability for information technology, investor relations, treasury, tax, global shared services and Global Lean Six Sigma. The Board benefits from Mr. Fritze’s extensive experience with all aspects of public company financial reporting, control environment of a diverse global business and management of information technology systems. Mr. Fritze has also had extensive experience with mergers and acquisitions.

Table of Contents


			Dr. Kathryn O. Johnson Hill City, South Dakota
			Director since: 2013			Senior Geochemist at Barr Engineering since 2021, where she serves as a project manager and consultant on a part-time basis, with a focus on environmental investigation, assessment, compliance and permitting.
			Age at the time of the Annual Meeting: 68
			Board Committees:			Senior Leadership Roles:
			•Compensation and Human Capital Management			Prior to assuming her current role with Barr Engineering, Dr. Johnson owned and was the Principal of Johnson Environmental Concepts from 1990 through May 2021. In this role, she specialized in applying geochemistry to resource development in the mining industry and remediation of legacy contamination of soil and water. She is a principal in DTH, LLC, and other real estate development businesses in South Dakota and has served in these capacities since 1990. From 2017 to 2021, Dr. Johnson served on the Pennington County Planning Commission, which deals with land use issues of permitting, platting and zoning. In 2019 to 2021, she served on the South Dakota Board of Water and Natural Resources, which promotes water development projects, implements the state water plan and oversees financial assistance to communities for water and waste projects. Dr. Johnson holds a Ph.D. in Geology from the South Dakota School of Mines and Technology.
			•Corporate Governance
			Other Board Service:
			•Goodwill of the Great Plains
			•South Dakota Board of Water and Natural Resources (2019-2021)
			•South Dakota Board of Regents (2005-2017), President (2011)			Qualifications and Experience:
			•South Dakota Board of Minerals and Environment (1995-2005)			Dr. Johnson provides a scientific approach to addressing the issues faced by Otter Tail Power Company and Otter Tail Corporation’s manufacturing companies. Through her education, expertise and experience, she provides perspective regarding environmental regulations associated with air, water, land and water management. The Board also benefits from Dr. Johnson’s working knowledge of South Dakota state government and an understanding of the communities served by Otter Tail Power Company.

Table of Contents


			Dr. Michael E. LeBeau
			Bismarck, North Dakota
			Director Since: 2022			System Vice President for the health services division of Sanford Health, one of the largest health systems in the United States.
			Age at the time of the Annual Meeting: 50
			Board Committees:			Senior Leadership Roles:
			•Corporate Governance			As System Vice President, Dr. LeBeau is responsible for the oversight of the health services division of Sanford Health including the operations of the regions of Bemidji, Fargo, Bismarck, and Sioux Falls. In his role, Dr. LeBeau is also responsible for overseeing the Good Samaritan Society, the Virtual Hospital, as well as the management of Sanford Health’s combined service lines of excellence. Prior to being promoted to System Vice President in 2021, Dr. LeBeau served as the President and CEO of Sanford Health Bismarck, overseeing the administration of health services and the planning and implementation of operational and strategic goals for the Bismarck Region. He held that role from 2019 to 2021. Before being named as President and CEO, Dr. LeBeau served as the Vice President of Clinics for Sanford Health Bismarck, a position he held from 2014 to 2019. In this role, he served as the senior physician executive responsible for the region’s physicians and advanced practice providers. He also served as a Trustee on the Sanford Board of Trustees, the national governing body for Sanford Health.
			•Compensation and Human Capital Management
			Other Board Service:
			•Missouri Family Valley YMCA, Bismarck
			•University of North Dakota School of Medicine & Health Sciences
			•University of North Dakota Alumni Association and Foundation
			•Sanford Board of Trustees
						Qualifications and Experience:
						Dr. LeBeau contributes executive leadership and health and public policy expertise from his service at Sanford Health Bismarck. He also shares insights based on his tenure on the Sanford Health Board of Trustees and his familiarity with state and federal legislative initiatives as they impact communities in the North Dakota service territory. Dr. LeBeau is an active community leader, serving on various regional boards and collaborating with decision makers on the development of health and public policy.

Table of Contents

BOARD COMPOSITION AND DIRECTOR QUALIFICATIONS

The Corporate Governance Committee reviews with the Board, on an annual basis, existing Directors’ skills, experience and qualifications and the priorities for future Director candidates, in the context of the Board’s overall composition. Our goal is a balanced and diverse Board, with members whose collective skills, backgrounds, and experience are complementary and, taken together, cover the areas that impact our businesses. In identifying the pool of potential candidates from which new director nominees are chosen, the Corporation is committed to diversity, equity and inclusion as part of who we are, what we value and how we achieve individual, business and community success. We include female and racially or ethnically diverse candidates in our director search and require our search firms to follow a similar process.

We believe our Directors possess the appropriate range and depth of expertise and experience to effectively oversee the Corporation’s operations, risk and long-term strategy. The following Board Diversity Matrix and Board Profile provide a high-level overview of certain personal characteristics, backgrounds, skills and experiences of Directors serving as of the date of this Proxy Statement and the date of the previous year’s Proxy Statement.


	2023				2022
	Female	Male	Non-Binary	Did Not Disclose Gender	Female	Male	Non-Binary	Did Not Disclose Gender

Part I: Gender Identity
Directors	4	7	—	—	2	7	—	—
Part II: Demographic Background
African American or Black	—	—	—	—	—	—	—	—
Alaskan Native or Native American	—	1	—	—	—	1	—	—
Asian	—	—	—	—	—	—	—	—
Hispanic or Latinx	—	—	—	—	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—	—	—	—	—
White	4	6	—	—	2	6	—	—
Two or More Races or Ethnicities	—	—	—	—	—	—	—	—
Total Number of Directors	11				9
LGBTQ+	—				—
Did Not Disclose Demographic Background	—				—

Table of Contents

Board Profile

The following skills matrix captures just some of the skills, experience and qualifications we seek to inform and enrich the oversight functions and deliberations by our Directors. The following matrix indicates those Directors who possess relevant professional training and experience in the referenced areas.


Experience or Skill	% of Directors Possessing	Experience or Skill	% of Directors Possessing
Utility		Technology
Manufacturing		Mergers / Acquisitions
Board and Public Company Governance		Human Resources
Leadership and Strategic Planning		Public Policy
Finance / Accounting

In addition to seeking out director candidates with skills and experiences that are important to our businesses, the Corporate Governance Committee considers factors including, but not limited to: a reputation for integrity, honesty and ethical conduct; demonstrated leadership and excellence in their fields of service; balance of tenure; diversity of background and personal characteristics (including gender, race, ethnicity and sexual orientation), industry, geography, professional skills and life experiences; representation of the service territories of Otter Tail Power Company; understanding of relevant industries, technologies, and markets; financial literacy; independence; interest in and ability to understand

Table of Contents

the various constituencies of the Corporation and to act in the interests of its shareholders; and commitment to regularly attending and participating in meetings of the Board and its committees and annual meetings of shareholders.

Board Education

The Corporation provides its Directors with regular updates on corporate governance practices and supports external educational training to enhance the Directors’ effectiveness on the Board. Directors are expected to attend at least one external educational experience on an annual basis. The Board also received training on cybersecurity matters and the state of the economy in 2022 from external and independent advisors.

CORPORATE GOVERNANCE

Otter Tail Corporation is committed to sound corporate governance policies and practices that promote effective, transparent and accountable decision making by our Directors and executive officers. The Board believes that good corporate governance is the foundation for ensuring that Otter Tail Corporation is operated in an open, honest and ethical manner and in the best interest of our shareholders. The Corporate Governance Principles, which may be found on the Corporation’s website at www.ottertail.com, have been adopted by the Board of Directors of the Corporation to assist Directors in the performance of their duties and the exercise of their responsibilities.

Highlights of our corporate governance policies and practices include:

•Annual review of political contributions and lobbying activities and the related policy by the Corporate Governance Committee;

•Regular oversight of risk management and significant and emerging risks, including environmental and climate change and cybersecurity risks, all of which are discussed at Board meetings during the year as well as included within the Corporation’s strategic planning process;

•Separate independent Chairman and Chief Executive Officer roles, with periodic review of the Board leadership structure;

•Ten of eleven members of the Board of Directors are independent Directors;

•Comprehensive Director nomination process, with attention to Board refreshment and Board composition;

•Annual Board and committee self-evaluations, which are reviewed and facilitated through a third party to enhance candid and thorough feedback to support a robust process;

•Periodic peer evaluation of individual Board members through an independent third party;

•Annual advisory vote on executive compensation;

•Majority voting policy for the election of Directors in uncontested elections;

•Director onboarding program and continuing education reviewed annually for each Director, with experts invited to Board meetings to moderate discussions on topics such as the economy, cybersecurity and other matters relevant to our businesses;

•Independent standing committees with the authority to obtain independent advisors at the expense of the Corporation as the committees deem necessary;

•The Compensation and Human Capital Management Committee’s expanded duties include overseeing the attraction, development and retention of talent and programs, policies relating to diversity, equity and inclusion and the Corporation’s insider trading policy;

•Inclusion of female and racially or ethnically diverse candidates and LGBTQ+ candidates in Director searches;

•Regular executive sessions after Board and Committee meetings;

•Stock ownership guidelines that align Directors’ and executive officers’ interests with shareholder interests;

•Direct access to the executive management team for Directors;

•Annual review of succession plans and development plans for Chief Executive Officer and executive management;

•No stockholder rights plan (“poison pill”); and

•Limits on board service of no more than three public company boards for non-employee Directors (two for the CEO), including this Board, absent review and approval by the Chairs of the Board and the Corporate Governance Committee.

BOARD LEADERSHIP

Pursuant to Otter Tail Corporation’s Bylaws and Corporate Governance Principles, the Board of Directors determines the best Board leadership structure for Otter Tail Corporation. Otter Tail Corporation has a separate Chair of the Board and Chief Executive Officer, each of whom are elected annually by the Board. Otter Tail Corporation believes that its leadership structure is optimal for Otter Tail Corporation at this time. This structure allows the Chief Executive Officer to focus on managing the complex, multi-platform businesses of Otter Tail Corporation while the Chair oversees the functioning of the Board. Both leaders work closely together on Board matters. The Chief Executive Officer’s familiarity with the businesses coupled with the Chairman’s independent perspective strengthen the Board’s agenda and discussions. The Board recognizes that there are circumstances when combining the Chairman and Chief Executive Officer roles may be appropriate, such as for an interim period when either a Board leader becomes incapacitated or in the course of other Chair or Chief Executive Officer transitions.

RISK OVERSIGHT

The Board of Directors oversees the enterprise risk management program for Otter Tail Corporation. The Board of Directors is routinely called upon in the exercise of its business judgment to make complex and evolving risk assessments.

Table of Contents

These actions are in addition to the following practices, structure and processes, which the Board has established, to fulfill its risk management and oversight responsibilities:

•Executive Risk Committee: The Executive Risk Committee is comprised of the executive officers of the Corporation. The Executive Risk Committee meets quarterly to identify and assess short-, medium- and long-term risks, and to ensure adequate mitigation strategies are implemented across the operating companies. During these meetings, the Executive Risk Committee reviews the Corporation’s significant and emerging risks, including cybersecurity and climate change, and assesses the Corporation’s plans to mitigate or manage those risks. These risks are also reviewed and considered in conjunction with management’s development of the strategic plan objectives and initiatives.

•Board Risk Oversight:

◦Strategic Plan and Executive Officer Succession Planning: The Board of Directors assesses risks associated with the strategic plan annually and also reviews and discusses succession planning for the Otter Tail Corporation executive officers. During the strategic planning process and annual retreat, strategic risks and opportunities associated with the Corporation and its businesses are assessed.

◦Annual and Quarterly Risk Review: The Board of Directors approaches oversight, management and mitigation of risk as an integral and continuous part of its governance of Otter Tail Corporation. The Board of Directors regularly reviews management’s top and emerging risk assessment and analyzes areas of existing and future risks and opportunities. Specifically, the Board of Directors oversees a complete corporate risk assessment at least annually. The Board also reviews significant and emerging risks, including environmental and climate change, as well as cybersecurity risks, on a quarterly basis in conjunction with its review of the Business Risk Management report. The risks reviewed include all significant and emerging risks, inclusive of short-, medium, and long-term risks. The risks are also assessed their respective velocity. Through the quarterly process, the Board reviews with management climate change risk associated with the transition to a lower-carbon economy, including legislative and regulatory policies associated with the transition, as well as the physical impacts of climate change and the Corporation’s plans and approach to monitoring, managing and mitigating these risks.

•Committee Risk Oversight: While the Board as a whole is ultimately responsible for risk oversight, Otter Tail Corporation’s three standing committees assist the Board in fulfilling its oversight responsibilities:

◦The Audit Committee reports to the Board on risks associated with financial reporting and controls, along with its review of the business risk management program. The Audit Committee also oversees the Code of Business Ethics compliance program. The Audit Committee meets quarterly in executive sessions with the Chief Financial Officer, the Vice President of Internal Audit and Business Risk Management and other members of senior management, as well as with the external auditors to discuss our major financial risk exposures. The Corporation’s Code of Business Ethics is found at www.ottertail.com.

◦The Compensation and Human Capital Management Committee reports to the Board on risks arising from human capital programs and compensation policies and programs, particularly risks related to incentive and equity-based compensation plans, and it ensures that the Executive Compensation Policy is aligned with performance.

◦The Corporate Governance Committee reports to the Board on risks associated with corporate governance policies and practices. The Committee annually reviews the Corporation’s political contributions and lobbying activities in accordance with the Corporation’s Political Contributions and Lobbying Policy, as well as the Policy itself.

DIRECTOR INDEPENDENCE DETERMINATIONS

The Board has affirmatively determined that all Directors except for the CEO, Mr. MacFarlane, are independent in accordance with the Nasdaq Listing Standards. In considering Director independence, the Corporate Governance Committee reviewed transactions between the Corporation and the Directors, their immediate families and affiliated organizations. In particular, in 2021, the Corporate Governance Committee considered Dr. Johnson’s part-time employment with Barr Engineering, Inc. (“Barr”) as a Senior Geochemist. Barr has provided engineering and environmental services to two of the Corporation’s subsidiaries, Otter Tail Power Company and BTD Manufacturing, Inc. The Corporate Governance Committee reviewed the terms and conditions of Dr. Johnson’s employment and the Barr transactions. Dr. Johnson recused herself from these deliberations. The Committee determined that her employment with Barr is not related to, or conditioned on, Barr’s services to the Corporation’s subsidiaries. As a result, Dr. Johnson did not have a material interest in the Corporation’s transactions with Barr. Separately, the Audit Committee concluded that Dr. Johnson’s employment with Barr did not constitute a “covered transaction” within the Corporation’s Policies and Procedures Regarding Transactions with Related Parties. Based on this analysis and conclusion, the Corporate Governance Committee recommended to the Board, and the Board determined, that these transactions did not impair Dr. Johnson’s independence. In early 2023, each of the Audit Committee and the Corporate Governance Committee reviewed the matter again for transactions occurring in 2022 and each separately confirmed its earlier conclusions - that Dr. Johnson did not have a material interest in the transactions between Barr and the Corporation and that Dr. Johnson remains an independent Director.

DIRECTOR NOMINATION PROCESS

As discussed in greater detail under “Board Composition and Director Qualifications,” our goal is a balanced and diverse Board, with members whose collective skills, backgrounds, and experiences are important to our businesses. Accordingly, the Board of Directors has not set minimum standards for Director candidates. Rather, it seeks highly qualified individuals with diverse backgrounds and business and life experiences that will enable them to constructively review and guide management of Otter Tail Corporation. The Corporate Governance Committee considers and evaluates potential Director candidates and makes recommendations to the full Board of Directors. Any shareholder may submit a recommendation for nomination to the Board of Directors by sending a written statement of the qualifications of the recommended individual to

Table of Contents

the President and Chief Executive Officer, Otter Tail Corporation, P.O. Box 496, Fergus Falls, MN 56538-0496. For the Board of Directors to consider a nominee recommendation for the 2024 Annual Meeting, shareholders should submit the recommendation and the required information by November 2, 2023 for inclusion in Otter Tail Corporation’s Proxy Statement and form of proxy relating to that meeting. The Corporate Governance Committee will use the same process for evaluating all nominees, regardless of whether the nominee recommendation is submitted by a shareholder or some other source.

If a shareholder wants to nominate a candidate for election to the Board of Directors outside of the Corporation’s Proxy Statement, the shareholder must give written notice to the Corporate Secretary of Otter Tail Corporation for the nomination to be properly made. Notice must be received at Otter Tail Corporation’s principal executive offices by January 18, 2024 for the candidate to be presented at the 2024 Annual Meeting of Shareholders. The notice must be made in accordance with our Bylaws and must set forth: (i) the name and address of the shareholder who intends to make the nomination and of the nominee or nominees, (ii) a representation that the shareholder is a holder of record of shares of Otter Tail Corporation entitled to vote at the meeting and that the shareholder intends to attend in person or by proxy at the meeting to nominate the person or persons specified in the notice, (iii) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder, (iv) such other information regarding each nominee proposed by the shareholder as would have been required to be included in a Proxy Statement filed pursuant to the proxy rules of the SEC had each nominee been nominated, or intended to be nominated, by the Board of Directors, and (v) the consent of each nominee to serve as a Director of Otter Tail Corporation if so elected. In addition, notice of the nomination must comply with the additional requirements of Rule 14a-19(b) of the Exchange Act.

MEETINGS

Directors are expected to attend Board and Committee meetings, as well as the Annual Meetings of Shareholders, on a regular basis. The full Board of Directors held a total of five meetings in 2022, including a planning retreat with senior management in June 2022. During 2022, the Board of Directors met regularly in executive session with only the independent Directors. Each Director attended at least 75% of the total meetings of the Board of Directors and the meetings of the committees on which he or she served. Each of the Directors also attended the Annual Meeting of Shareholders in 2022.

CONTACT WITH THE BOARD OF DIRECTORS

Questions may be sent to the entire Board of Directors, to a particular committee, or to an individual Director. The mailing address is Otter Tail Corporation, Board of Directors, P.O. Box 496, Fergus Falls, MN 56538-0496 and the Web Form for online submissions can be found on our website at www.ottertail.com. Although reviewed by the Vice President, General Counsel and Corporate Secretary, all questions are forwarded to the Board of Directors or to the appropriate committee or Director, as determined by the Vice President, General Counsel and Corporate Secretary.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has established a standing Audit Committee, Compensation and Human Capital Management Committee, and Corporate Governance Committee. The charters of each of these Committees outlines the Committees’ delegated responsibilities and are reviewed annually both by the Committee and the Board and can be found at www.ottertail.com.

AUDIT COMMITTEE

Responsibilities: The Audit Committee oversees corporate accounting and financial reporting practices, and ensures the integrity of financial reports, as well as legal compliance and business ethics. The Committee provides an open avenue of communication among the independent accountants, financial and senior management, the internal audit function and the Board. Among its responsibilities, the Committee reviews annual and quarterly financial statements with management and the independent accountants, and it discusses with management and the independent accountant significant assumptions, estimates and judgments used in the preparation of the consolidated financial statements. The Committee selects and retains the independent accountants for all audit, review and attest services performed for the Corporation (including the annual financial audit), considering independence and effectiveness. The Committee reviews at least annually the internal audit function and makes inquires of management and the independent accountants concerning the adequacy of the Corporation’s system of internal controls. The Audit Committee also has oversight responsibility for Otter Tail Corporation’s Code of Business Ethics.

Membership: In 2022, this Committee was composed of four members of the Board of Directors: Ms. Karen M. Bohn, Mr. Steven L. Fritze (Chair), Mr. James B. Stake and Mr. Thomas J. Webb. The Board has determined that all current Committee members are independent Directors as defined by the Nasdaq Listing Standards and SEC regulations. The Board of Directors has determined that Mr. Fritze, Mr. Stake and Mr. Webb each meet the SEC definition of an audit committee financial expert and all members of the Committee are financially literate.

Meetings: The Audit Committee held five meetings in 2022. The Audit Committee routinely meets in executive session with internal audit and the independent registered public accounting firm without management present. During 2022, the Committee received regular presentations on new accounting standards affecting Otter Tail Corporation.

For further information on the actions of the Audit Committee, please refer to the Report of the Audit Committee.

COMPENSATION AND HUMAN CAPITAL MANAGEMENT COMMITTEE

Responsibilities: The Committee reviews and reports to the Board of Directors on all compensation programs, plans and policies involving Otter Tail Corporation’s Board of Directors and Otter Tail Corporation’s executive officers, and it develops, evaluates and recommends for approval all Otter

Table of Contents

Tail Corporation equity-based compensation plans. The Compensation and Human Capital Management Committee oversees the administration of the Corporation’s stock incentive plans and Executive Annual Incentive Plan, including policies related to ownership and trading of the Corporation’s securities. In addition, the Committee oversees employee compensation and benefits, and oversees the management of human capital, including policies and programs related to the attraction, development and retention of talent. In addition, the Compensation and Human Capital Management Committee oversees succession plans other than for the Chief Executive Officer and the Corporation’s executive officers (which plans are a responsibility of the full Board), as well as those policies and programs supporting workplace health and safety and diversity, equity and inclusion. The Compensation and Human Capital Management Committee periodically retains an outside compensation consultant to advise its decision-making process. The Compensation and Human Capital Management Committee sets compensation for the Directors, subject to ratification by the Board, and compensation for the Chief Executive Officer, the Chief Financial Officer and the other Named Executive Officers, subject to ratification by a majority of the independent Directors.

Membership: In 2022, this Committee was composed of four members of the Board of Directors: Dr. Kathryn O. Johnson, Dr. Michael E. LeBeau, Mr. James B. Stake (Chair) and Mr. Thomas J. Webb. The Board has determined that all Committee members are independent Directors as defined by the Nasdaq Listing Standards and non-employee Directors as defined by rules under Section 16(b) of the Exchange Act.

Meetings: The Compensation and Human Capital Management Committee held five meetings in 2022.

For further information on the actions of the Compensation and Human Capital Management Committee, please refer to the Compensation Discussion and Analysis (“CD & A”) and the Report of the Compensation and Human Capital Management Committee.

CORPORATE GOVERNANCE COMMITTEE

Responsibilities: The Committee identifies and recommends to the Board of Directors qualified candidates for election as Directors, Director committee assignments and actions necessary for the proper governance of Otter Tail Corporation and for the evaluation of the performance of the Board of Directors, its Committees and the Chief Executive Officer. With input from the Chief Executive Officer, the Corporate Governance Committee recommends certain executive officers for annual election. The Corporate Governance Committee reviews issues and developments related to corporate governance practices and makes recommendations to the Board of Directors on changes in structure, rules or practice necessary for compliance and for good corporate governance. For example, the Committee oversees the Corporation’s political contributions and lobbying activities. The Committee also reviews the onboarding program and continuing education that each member of the Board has received on an annual basis.

Membership: In 2022, this Committee was composed of four members of the Board of Directors: Ms. Karen M. Bohn (Chair), Mr. Steven L. Fritze, Dr. Kathryn O. Johnson and Dr. Michael E. LeBeau. The Board has determined that all committee members are independent Directors as defined by the Nasdaq Listing Standards.

Meetings: The Corporate Governance Committee held nine meetings in 2022.

DIRECTOR COMPENSATION

Director compensation is designed to attract and retain qualified, non-employee Directors and to align their interests with those of our shareholders. The Compensation and Human Capital Management Committee periodically reviews compensation practices for non-employee Directors to ensure that Director compensation remains competitive with market practices and commensurate to the responsibilities undertaken by our Directors.

In 2021, a market analysis was conducted by the Committee’s compensation consultant, WTW, using data from the National Association of Corporate Directors and the Peer Group.

ANNUAL RETAINERS

For 2022, retainers for non-employee Directors and the Chairman were increased to align with competitive market practice:

•Non-employee Directors, except the Chairman, receive an annual retainer that was increased from $72,000 to $76,000.

•The Chairman receives an annual retainer that was increased from $137,000 to $144,000.

•Each Committee chair currently receives an additional retainer of $15,000 per year, except that the Audit Committee Chair’s retainer is $21,000.

Directors do not receive a meeting fee for attending Board or standing committee meetings. As an executive officer of Otter Tail Corporation, Mr. MacFarlane does not receive non-employee Director compensation for his service as a member of the Board of Directors.

Non-employee Directors may elect to receive their annual retainers in the form of cash, stock or a combination of both. Cash retainers are paid monthly, whereas stock retainers are delivered quarterly.

RESTRICTED STOCK GRANTS

Each non-employee Director receives an annual grant of restricted stock with an approximate value that was increased from $90,000 to $95,000 for 2022. The restricted stock is granted under the terms of the 2014 Stock Incentive Plan on the date of the Annual Meeting. Each non-employee Director receives an additional grant of restricted stock with an approximate value of $10,500 for each standing committee on which they serve, and the Chairman receives an additional grant of restricted stock with an approximate value of $26,500. All shares of restricted stock awarded to non-employee Directors are eligible for full dividend and voting rights and vest over a period of three years at the rate of 33.3% per year.

Table of Contents

DEFERRED COMPENSATION PLAN

Non-employee Directors may elect to defer the receipt of all or part of their cash compensation pursuant to the Otter Tail Corporation Deferred Compensation Plan for Directors. The deferral may be in the form of cash or restricted stock units. Cash deferrals receive interest at a rate equal to 1% over the prime commercial rate of U.S. Bank National Association. Deferrals in the form of restricted stock units are credited quarterly with dividend equivalents equal to the dividend rate on Otter Tail Corporation’s common shares, and the deferred amount is paid out in common shares.

STOCK OWNERSHIP GUIDELINE

Otter Tail Corporation has established a stock ownership guideline for non-employee Directors, who are expected to hold Otter Tail Corporation stock equal to five times the value of the non-Chair annual retainer ($380,000) to be achieved within five years of beginning service on the Board of Directors. All existing non-employee Directors either meet the expectation or are within the five-year period provided to reach the prescribed amount.

DIRECTOR COMPENSATION TABLE

The following table provides summary compensation information for each non-employee Director for the year ending December 31, 2022:


Name	Fees Earned or Paid in Cash ($)1	Stock Awards ($)2, 3	Total ($)

Karen M. Bohn	89,750	119,966	209,716
John D. Erickson	75,000	107,338	182,338
Steven L. Fritze	95,750	119,966	215,716
Kathryn O. Johnson	75,000	119,966	194,966
Michael E. LeBeau	37,636	157,331	194,967
Timothy J. O’Keefe(4)	24,000	—	24,000
Nathan I. Partain	142,250	126,280	268,530
James B. Stake	89,750	119,966	209,716
Thomas J. Webb	75,000	119,966	194,966

(1)Includes the aggregate dollar amount of all retainers earned or paid in cash for services as a Director (both paid and deferred) including annual retainer and chair retainers.

(2)Represents the aggregate grant-date fair value of restricted stock awards granted to non-employee Directors in 2022 computed in accordance with Financial Accounting Standards Board Accounting Standards Codification ("FASB ASC") Topic 718, Compensation Stock-Compensation.

(3)The number of shares of restricted stock held by each Director at fiscal year-end is as follows: Ms. Bohn, 4,233; Mr. Erickson, 3,633; Mr. Fritze, 4,233; Dr. Johnson, 4,233; Dr. LeBeau, 1,900; Mr. Partain, 4,533; Mr. Stake, 4,233; and Mr. Webb, 4,233.

(4)Mr. O’Keefe retired from the Company’s Board of Directors effective April 11, 2022, having reached the mandatory retirement age for the Board of Directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Listed in the following table are the number of common shares of Otter Tail Corporation beneficially owned by each Director, Director nominee and executive officer named in the Summary Compensation Table, as well as the number of shares owned by all Directors and executive officers of Otter Tail Corporation as a group, as of December 31, 2022. The table also includes those persons known to Otter Tail Corporation to own beneficially (as defined by the SEC for Proxy Statement purposes) more than 5% of the outstanding common shares of Otter Tail Corporation as of the dates in their Schedule 13 filings:

Table of Contents


Common Shares of Otter Tail Corporation
Name of Beneficial Owner	Amount and Nature of Beneficial Ownership1, 2	Percent of Class1

John S. Abbott3	44,026	*
Karen M. Bohn	43,950	*
Jeanne H. Crain4	—	*
John D. Erickson	149,805	*
Steven L. Fritze	25,233	*
Kathryn O. Johnson	22,653	*
Michael E. LeBeau	2,500	*
Mary E. Ludford4	—	*
Charles S. MacFarlane5	284,046	*
Kevin G. Moug6	105,984	*
Nathan I. Partain7	71,325	*
Timothy J. Rogelstad8	51,857	*
Jennifer O. Smestad9	15,802	*
James B. Stake	46,794	*
Thomas J. Webb	10,800	*
All Directors, director nominees and executive officers as a group (16 persons)	874,775	2.1%
The Vanguard Group10 100 Vanguard Boulevard Malvern, PA 19355-2331	4,908,646	11.8%
Cascade Investment, LLC11 2365 Carillon Point Kirkland, WA 98033	3,456,499	8.3%
BlackRock, Inc.12 55 East 52nd Street New York, NY 10055	3,134,226	7.5%

*Indicates ownership of less than 1% of the total outstanding common shares.

(1)Represents common shares beneficially owned both directly and indirectly as of December 31, 2022. Except as indicated by footnotes below, the beneficial owner possesses sole voting and investment powers with respect to the shares shown. No shares owned by any Director or executive officer were pledged as of December 31, 2022. The information provided is based upon 41,631,113 common shares outstanding as of December 31, 2022.

(2)Includes common shares held by the Trustee of Otter Tail Corporation’s ESOP for the account of executive officers of Otter Tail Corporation with respect to which such persons have sole voting power and no investment power, as follows: Mr. MacFarlane, 2,841 shares; Mr. Moug, 360 shares; Mr. Rogelstad, 3,060 shares; Ms. Smestad, 477 shares; and all Directors and executive officers as a group, 6,738 shares.

(3)Includes 1,800 restricted stock units which vested on February 6, 2023 and 8,400 performance shares which vested on February 7, 2023.

(4)Appointed to the Board effective January 1, 2023 and has five years to fulfill stock ownership expectation.

(5) Includes 42,673 shares held indirectly in a Grantor Retained Annuity Trust and 75,459 shares held indirectly in a Spousal Limited Access Trust. Includes 9,025 restricted stock units that vested on February 6, 2023 and 41,400 performance share awards that vested on February 7, 2023. Mr. MacFarlane no longer has a reportable beneficial interest in 2,082 shares of common stock owned by his daughter included in previously reported amounts.

(6)Includes 1,449 shares owned jointly with Mr. Moug’s wife as to which he shares voting and investment power. Includes 2,350 restricted stock units that vested on February 6, 2023 and 11,000 performance shares that vested on February 7, 2023.

(7)Includes 62,561 common shares previously held in the Spousal Limited Access Trust that were gifted to Mr. Partain’s revocable trust on March 10, 2022. Mr. Partain has sole voting and investment power over these shares.

(8)Includes 2,190 shares owned jointly with Mr. Rogelstad’s wife as to which he shares voting and investment power. Includes 1,800 restricted stock units that vested on February 6, 2023 and 8,400 performance shares that vested on February 7, 2023.

(9)Includes 10,762 shares, which are owned jointly with Ms. Smestad’s husband as to which she shares voting and investment power. Includes 49 shares owned by Ms. Smestad’s daughter, as to which she, as custodian, and has voting and investment power. Includes 1,275 restricted stock units that vested on February 6, 2023 and 6,300 performance shares that vested on February 7, 2023.

(10)Based on information in an Amendment No. 12 to Schedule 13G filed by The Vanguard Group (“Vanguard”) with the SEC on February 9, 2023 for its holdings as of December 30, 2022. Vanguard reported that it has sole voting power as to 0 shares, shared voting power as to 45,888 shares, sole investment power as to 4,827,615 shares, and shared investment power as to the remainder.

(11)Based on information in an Amendment No. 11 to Schedule 13D jointly filed by Cascade Investment, LLC (“Cascade”) and William H. Gates, III, with the SEC on February 20, 2020 with respect to their holdings as of February 20, 2020. According to the filing, the common shares owned by Cascade may be deemed to be beneficially owned by Mr. Gates as the sole member of Cascade. Michael Larson, Business Manager and Chief Investment Officer, Cascade Investments, has voting and investment power with respect to the common shares beneficially owned by Cascade. Mr. Larson disclaims beneficial ownership of the common shares beneficially owned by Cascade and Mr. Gates.

(12)Based on information in Amendment No. 8 to Schedule 13G filed by BlackRock, Inc. (“BlackRock”) with the SEC on January 31, 2023 for its holdings as of December 31, 2022, BlackRock reported that it has sole voting power as to 3,069,221 shares and sole investment power as to 3,134,226 shares.

Table of Contents

The information with respect to beneficial ownership of securities of Otter Tail Corporation is based on information furnished to Otter Tail Corporation by each person included in the table.

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY

Otter Tail Corporation believes that strong, effective leadership is the cornerstone of its continued growth and success. To be successful, Otter Tail Corporation must be able to attract, retain and motivate highly qualified executive officers with the competencies needed to excel in a rapidly changing marketplace and to understand issues relating to a diverse group of companies in several different industries.

Executive compensation at Otter Tail Corporation is focused on results. Total direct compensation includes base pay, annual cash incentive and stock-based long-term incentive. The mix of pay is designed to reflect a strong bias towards pay for performance by placing a majority of target compensation at risk. The only elements of total direct compensation that are not performance-based are base pay and restricted stock units. Annual cash incentive and other stock-based long-term incentive are performance- and metric-based. The individual performance portion of the annual cash incentive has a discretionary element.

At the 2022 Annual Meeting of Shareholders, Otter Tail Corporation provided shareholders an advisory vote on executive compensation. 95.7% of shareholders present and entitled to vote (excluding broker non-votes) approved, on an advisory basis, the compensation of Otter Tail Corporation’s Named Executive Officers. Otter Tail Corporation conducts an advisory vote on executive compensation annually.

The Compensation and Human Capital Management Committee takes into account the result of the shareholder vote in determining executive compensation policies and decisions. The Compensation and Human Capital Management Committee views the 2022 vote as a strong expression of the shareholders’ general satisfaction with Otter Tail Corporation’s current executive compensation programs. While the Compensation and Human Capital Management Committee considers this shareholder satisfaction in determining the present framework of executive compensation programs, decisions regarding incremental changes in the compensation programs and individual compensation are made in consideration of Otter Tail Corporation’s performance, current economic conditions and individual executive officer performance as described in more detail below.

PURPOSE AND PHILOSOPHY

The Compensation and Human Capital Management Committee of the Board of Directors is responsible for developing and recommending to the Board of Directors the goals and objectives of Otter Tail Corporation’s compensation policies and practices for the executive officers, including the following individuals:

•Charles S. MacFarlane, our President and Chief Executive Officer.

•Kevin G. Moug, our Senior Vice President and Chief Financial Officer.

•Timothy J. Rogelstad, our Senior Vice President, Electric Platform, and President, Otter Tail Power Company.

•John S. Abbott, our Senior Vice President, Manufacturing Platform, and President, Varistar Corporation, which includes our Manufacturing and Plastics reporting segments.

•Jennifer O. Smestad, our Vice President, General Counsel and Corporate Secretary.

These individuals are referred to in this CD&A as the “Named Executive Officers.” Each of these Named Executive Officers is included in the Summary Compensation Table, Total Realized Pay and the related tables.

The Compensation and Human Capital Management Committee has adopted an Executive Compensation Policy, which outlines the overall executive compensation philosophy of Otter Tail Corporation and describes the components of executive compensation for executive officers.

In accordance with its Executive Compensation Policy, Otter Tail Corporation provides competitive compensation to its executive officers by combining base pay, annual cash incentive, stock-based long-term incentive, retirement plans and competitive health, dental, paid time off (“PTO”) and other traditional benefits.

•Base pay is designed to be market competitive and to reflect tenure, experience, skill set and individual performance.

•Annual cash incentive awards are designed to reward executives for Otter Tail Corporation’s current year financial success and recognize the responsibilities of the executive officers for meeting Otter Tail Corporation’s financial performance goals.

•Stock-based long-term incentive awards provided under the 2014 Stock Incentive Plan focus on long-term performance by aligning the executive officers’ long-term financial interests with shareholders’ interests.

•Retirement plans are provided to encourage long tenure among the executive officers.

•Health, PTO, dental and other benefits are designed to be competitive with companies with whom Otter Tail Corporation competes for executive talent.

The key elements of our executive compensation philosophy are:

•Pay is performance-based. Approximately 68% of executive officer target direct compensation is at risk and is contingent on company performance.

•Incentives are aligned with our business strategy. Performance goals and targets are aligned with our annual business plan, as well as our long-term growth model and strategic priorities.

Table of Contents

•Safety is a metric for annual incentive pay. Safety is one of the Corporation’s core values and the Corporation establishes safety targets to drive safe behaviors at all of our operating companies, for all of our employees.

Compensation policies promote accountability and mitigate incentive risks. For example:

•We place caps on incentive payouts – Our annual incentive and performance share awards are designed to pay out at a maximum of 190% and 150% of target respectively.

•Our Recoupment Policy provides that, after an accounting restatement, Otter Tail Corporation will attempt to recoup amounts paid to current and former executive officers under incentive plans during the prior three years if those amounts would not have been paid based on the restated financial statements.

•Stock ownership ensures executives’ long-term interest in the Corporation. We require all of our executive officers to own a meaningful amount of Otter Tail Corporation stock, as described under “Stock Ownership Guidelines.”

MARKET CONDITIONS AND PEER GROUP

The Compensation and Human Capital Management Committee retains a compensation consultant to provide market-based compensation data in connection with its consideration of the compensation of the executive officers. The Compensation and Human Capital Management Committee has retained WTW as its compensation consultant to assess the competitiveness of the compensation provided to executive officers of Otter Tail Corporation taking into consideration current market conditions.

The Compensation and Human Capital Management Committee, with WTW assistance, uses this market-based compensation data to compare the compensation provided to the executive officers in the areas of total remuneration, annual incentive and long-term incentive. This information is also used in evaluating other components of executive compensation and practices, including incentive metrics, stock ownership guidelines and compensation policy matters. The analysis compares both the structure of compensation and the amount of compensation provided to each of the executive officer positions.

The Compensation and Human Capital Management Committee, in consultation with WTW, used data from the prior year’s study which included published survey data (including the 2020 Willis Towers Watson Energy Services Survey, the 2020Mercer Executive Survey – Energy Sector, the 2020 Mercer General Industry Survey and the 2020 Willis Towers Watson General Industry Survey) as the primary benchmark to evaluate 2022 executive compensation levels, w

SEC Form DEF 14A filed by Otter Tail Corporation