DEF 14A of Mdu Resources Group Inc, Mar 29, 2024

DEF 14A of Mdu Resources Group Inc

Filed Mar 29, 2024 · FY20230000067716-24-000042

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  1. Celebrating 100 years of Service and Success

    Celebrating 100 years of Service and Success MDU Resources has come a long way since its start in 1924 as a small electric utility serving a handful of small communities on the Montana and North Dakota border. As the company celebrates its centennial anniversary in 2024, it’s a fitting time to reflect on MDU Resources’ remarkable journey over the past 100 years. Since its incorporation on March 14, 1924, when it was providing electricity to rural communities, MDU Resources has grown into a corporation with operations across the United States. It has been listed on the New York Stock Exchange under the ticker MDU since 1948. Early on, MDU Resources realized the value of building upon its expertise to grow the company by developing businesses around its existing services. The company’s success includes growing two businesses to be large enough to be spun off to stand on their own as publicly traded companies:

  2. Celebrating 100 years of Service and Success

    | ■ | Knife River Corporation (Knife River), MDU Resources’ construction materials and contracting subsidiary, was spun off in 2023. | | ■ | The construction services business is expected to be spun off in late 2024. |

  3. Celebrating 100 years of Service and Success

    While MDU Resources branched out into other industries, it has throughout its history remained committed to its core business of regulated energy delivery. Today, MDU Resources’ utility operations serve nearly 1.2 million electric and natural gas customers across eight states. Its pipeline business has approximately 3,800 miles of regulated natural gas transmission lines and is home to the largest underground natural gas storage field in North America. As MDU Resources celebrates 100 years of serving communities, the company’s goal remains simple: Continue to grow while providing safe, reliable and cost-effective energy to the customers and communities it serves.

  4. Celebrating 100 years of Service and Success

    | ■ | Business Performance Highlights |

  5. Celebrating 100 years of Service and Success

    | Future Structure of MDU Resources | | The company’s board of directors has determined the future company structure that is most likely to maximize long-term value for stockholders is to create two pure-play publicly traded companies, one focused on regulated energy delivery and the other on construction services. To achieve this future structure, the company is working toward a spinoff its construction services business to create a standalone leading construction services company. | | In addition to pursuing each of these strategic initiatives, all of our business segments performed well despite inflationary pressures and supply chain challenges throughout 2023. |

  6. Celebrating 100 years of Service and Success

    | Operational Achievements | | | | | | Record Electric Retail Sales Volumes | Record Pipeline Earnings and Natural Gas Transportation Volumes | Record Construction Services Revenues and Earnings | | | | | |

  7. Celebrating 100 years of Service and Success

    | Regulated Energy Delivery | | | ■ | Continued Growth with New Customers. Over 15,000 new customers were connected to our utilities system, representing customer growth of 1.3%. | | ■ | Increased Electric Retail Sales Volume. Electric retail sales volumes increased 25.5% compared to 2022, to an all-time record high for the company. The increase was primarily from electricity usage at a data center that began operating in the company’s service territory near Ellendale, North Dakota in mid-2023. | | ■ | Record Pipeline Earnings and Volumes. The pipeline business had record earnings of $46.9 million in 2023, up 33% compared to $35.3 million in 2022. The pipeline business had record annual transportation volumes, which increased 17% compared to 2022. The volume increases were largely from higher contracted volume commitments on the North Bakken Expansion project and other expansion projects placed in service in 2022 and 2023. The company now has capacity to transport approximately 2.6 billion cubic feet of natural gas per day. | | ■ | Natural Gas Pipeline Expansion. The 2023 Line Section 27 expansion project in northwestern North Dakota was placed in service March 1, 2024. The project added 175 million cubic feet of natural gas transportation capacity per day. Construction is expected to begin in the second quarter of 2024 on the Wahpeton expansion project, which will add approximately 20 million cubic feet of natural gas transportation capacity per day in eastern North Dakota. An expansion project to serve a natural gas-fired power plant in northwestern North Dakota is expected to be in service in the third quarter of 2024. The project will add 137 million cubic feet of natural gas transportation capacity per day. |

  8. Celebrating 100 years of Service and Success

    | Construction Services | | | ■ | Record Revenues. The construction services segment earned record net income of $137.2 million in 2023, compared to $124.8 million in 2022. Revenues were a record $2.85 billion, compared to $2.70 billion in 2022. Demand continues to be extremely strong for construction services work, with the construction services backlog at $2.01 billion at December 31, 2023. | | ■ | Industry Leading. The construction services segment climbed two spots to No. 10 on the top 600 specialty contractors list in 2023. The company ranked in the top 10 in three subcategories: fire protection, utility, and electrical. The company ranked 26th in mechanical. The construction services segment was ranked No. 4 on the 2023 Top 50 Electrical Contractors list. |

  9. Celebrating 100 years of Service and Success

    | Results of Knife River Corporation Separation | | On May 31, 2023, the Company completed the previously announced separation of Knife River, its former construction materials and contracting segment, into a new publicly traded company. The separation was achieved through the company's pro-rata distribution of approximately 90 percent of the outstanding shares of Knife River to the company's common stockholders. To effect the separation, the company distributed to its stockholders one share of Knife River common stock for every four shares of the company's common stock held on May 22, 2023, the record date for the distribution, with the company retaining approximately 10 percent, or 5.7 million shares of Knife River common stock immediately following the separation. In the fourth quarter of 2023, the company completed the tax-free exchange of its retained shares and recognized a gain of $186.6 million, which was reflected in continuing operations. |

  10. Celebrating 100 years of Service and Success

    | Performance from Continuing Operations | | | | | | | | | | 2019 | 2020 | 2021 | 2022 | 2023 | | Electric Distribution | | | | | | | | | Retail Sales (million kWh) | 3,314.3 | 3,204.5 | 3,271.6 | 3,343.9 | 4,196.2 | | | Customers | 143,346 | 143,782 | 144,103 | 144,561 | 145,108 | | Natural Gas Distribution | | | | | | | | | Retail Sales (MMdk) | 123.7 | 114.5 | 115.3 | 131.2 | 122.6 | | | Transportation (MMdk) | 166.1 | 160.0 | 174.4 | 167.7 | 190.3 | | | Customers | 977,468 | 997,146 | 1,016,670 | 1,034,821 | 1,049,275 | | Pipeline Transportation (MMdk) | | | | | | | | | | 429.7 | 438.6 | 471.1 | 482.9 | 567.2 | | Construction Services Revenues (millions) | | | | | | | | | | $1,849.3 | $2,095.7 | $2,051.6 | $2,699.2 | $2,854.4 |

  11. Celebrating 100 years of Service and Success

    | ■ | Financial Performance Highlights |

  12. Celebrating 100 years of Service and Success

    | ■ | The company achieved earnings of $480.4 million from continuing operations, or $2.36 per share, which includes the gain of $186.6 million on the tax-free exchange of the retained shares of Knife River, or $0.91 per share. | | ■ | The chart below shows earnings per share from continuing operations and compound annual growth rate (CAGR) of 10.8% over the last five years. |

  13. Celebrating 100 years of Service and Success

    | * Results include the gain of $186.6 million on the tax-free exchange of the retained shares of Knife River in the fourth quarter 2023. MDU Resources has reported Knife River’s results and the transaction costs and certain interest expenses associated with the separation as discontinued operations, and MDU Resources’ prior period results have been restated to reflect the separation. | | ** The compound annual growth rate (CAGR) was calculated using earnings per share from continuing operations of $1.45 per share, which excludes the non-recurring gain on the tax-free exchange of retained shares of Knife River of $0.91 per share. |

  14. Celebrating 100 years of Service and Success

    | ■ | Returned $142 million to stockholders through dividends during 2023: | | | | ◻ | Established future dividend target in 2023 targeting a dividend payout ratio of 60% to 70% of regulated energy delivery earnings relating to the company’s anticipated future as a pure-play regulated energy delivery business; and | | | ◻ | Paid uninterrupted dividends for 86 straight years. | | ■ | Member of the S&P MidCap 400. | |

  15. Celebrating 100 years of Service and Success

    | $142 million | Dividends Paid | 86 Years | | Stockholder Returns | $822 Million | of Uninterrupted | | Through Dividends | Over the Last 5 Years | Dividend Payments |

  16. Celebrating 100 years of Service and Success

    | ■ | Corporate Governance Practices |

  17. Celebrating 100 years of Service and Success

    | MDU Resources is committed to strong corporate governance aligned with stockholder interests. The board, through its nominating and governance committee, regularly monitors leading practices in governance and adopts measures that it determines are in the best interests of the company and its stockholders. The following highlights our corporate governance practices and policies. See the sections entitled “Corporate Governance” and “Executive Compensation” for more information on the following: | | | | | ✓ | Annual Election of All Directors | ✓ | Standing Committees Consist Entirely of Independent Directors | | ✓ | Majority Voting for Directors | ✓ | Active Investor Outreach Program | | ✓ | No Shareholder Rights Plan | ✓ | One Class of Stock | | ✓ | Succession Planning and Implementation Process | ✓ | Stock Ownership Requirements for Directors and Executive Officers | | ✓ | Separate Board Chair and CEO | ✓ | Anti-Hedging and Anti-Pledging Policies for Directors and Executive Officers | | ✓ | Executive Sessions of Independent Directors at Every Regularly Scheduled Board Meeting | ✓ | No Related Party Transactions by Our Directors or Executive Officers | | ✓ | Annual Board and Committee Self-Evaluations | ✓ | Compensation Recovery/Clawback Policy | | ✓ | Risk Oversight by Full Board and Committees | ✓ | Annual Advisory Approval on Executive Compensation | | ✓ | Environmental and Social Oversight by Full Board and Board Committee | ✓ | Mandatory Retirement for Directors at Age 76 | | ✓ | Proxy Access for Stockholders | ✓ | Directors May Not Serve on More Than Three Public Company Boards Including the Company’s Board | | ✓ | All Director Nominees are Independent Other Than Our CEO | ✓ | Diverse Board in Terms of Gender, Race, Experience, Skills and Tenure |

  18. Director Nominees

    Director Nominees The board recommends a vote FOR the election of each of the following nominees for director. Eight directors stand for election; one new nominee stands for election. David L. Goodin has not been renominated for reelection and his term will expire at the company’s 2024 annual meeting. See the section entitled “Board of Directors” for further information. The nominees’ ages are current as of December 31, 2023. Additional information about each director’s background and experience can be found beginning on page 18.

  19. Director Nominees

    | Name | Age | Director Since | Primary Occupation | Board Committees | | Darrel T. Anderson | 65 | 2023 | Former president and chief executive officer of IDACORP and Idaho Power Company, a regulated electric utility company | • Compensation • Environmental and Sustainability | | James H. Gemmel | 38 | 2023 | Partner of Corvex Management LP, an investment management firm focused on fundamental, valued-based investments | • Audit • Environmental and Sustainability | | Douglas W. Jaeger | 56 | Nominee | President and chief executive officer of Ulteig, Inc., a professional engineering services firm | | | Dennis W. Johnson | 74 | 2001 | Chair, president, and chief executive officer of TMI Group Incorporated, manufacturers of casework and architectural woodwork | Chair of the board • Compensation (Chair) • Nominating and Governance | | Nicole A. Kivisto | 50 | 2024 | President and chief executive officer, MDU Resources Group, Inc. | Executive officer | | Dale S. Rosenthal | 67 | 2021 | Former senior executive, including strategic director, division president of Clark Financial Group, and chief financial officer of Clark Construction Group, a building and civil construction firm | • Compensation • Environmental and Sustainability (Chair) | | Edward A. Ryan | 70 | 2018 | Former executive vice president and general counsel of Marriott International | • Nominating and Governance (Chair) • Compensation | | David M. Sparby | 69 | 2018 | Former senior vice president and group president, revenue, of Xcel Energy and president and chief executive officer of its subsidiary, NSP-Minnesota | • Audit (Chair) • Nominating and Governance | | Chenxi Wang | 53 | 2019 | Founder and managing general partner of Rain Capital Fund, L.P., a cybersecurity-focused venture fund | • Audit • Environmental and Sustainability |

  20. Director Nominees

    | Independence | | Board Refreshment | | Tenure | | | Diversity | | | | 89% | | Five new members have been elected, nominated or appointed to the board over the last five years. | 0-4 Years | | Average Tenure | Gender | | | | | New Members | | 5-10 Years | | 5.6 Years | Three director nominees are women. | 33% | | The board has determined that all director nominees, other than Ms. Kivisto, meet the independence standards set by the NYSE and SEC. | | | | 11+ Years | | | Race/Ethnicity | | | | | +5 | | The average tenure of the current directors nominated for election reflects a balance of company experience and new perspective. | | | One director nominee is ethnically diverse. | 11% |

  21. Director Nominees

    On May 31, 2023, the company successfully completed the tax-free spinoff of Knife River. To ensure a successful separation, several board members transitioned to Knife River’s board of directors. The company appointed two new directors in 2023 and Nicole A. Kivisto was appointed as the new president and chief executive officer and director on January 6, 2024. The board of directors brings a dynamic blend of seasoned professionals and new members, each contributing unique insights. The new directors’ fresh perspective aligns with the company’s goal of enhancing value for stockholders by becoming a pure-play regulated energy delivery company.

  22. Director Nominees

    | ■ | Compensation Highlights |

  23. Director Nominees

    | In this year of significant change, the compensation committee continued in 2023 to focus its compensation decisions to ensure management’s interests are aligned with those of our stockholders and the performance of the company. Executive compensation for 2023 combined a market competitive base salary with an annual incentive based on the achievement of company performance and long-term incentive in the form of equity to further align management’s interests with those of our stockholders. The company’s executive compensation is based on providing compensation opportunities to attract and retain top talent focused on achievement of short and long-term business results. | | | ■ | Over 80% of our chief executive officer’s target compensation and approximately 70% of our other named executive officers’ target compensation are at risk. | | ■ | 100% of our named executive officers’ annual incentive is performance-based and tied to performance against pre-established, specific, measurable goals. Time-vesting restricted stock units were awarded to our named executive officers’ long-term incentive in this year of change and require the executive to remain employed with the company through the vesting period. | | ■ | We require our named executive officers to own a significant amount of company stock based upon a multiple of their base salary. | | ■ | The 2023 annual cash incentive award program for executive officers included a diversity, equity and inclusion performance modifier based upon the company’s achievement of certain measures to attract, retain, and develop a diverse and inclusive workforce. |

  24. ITEM 1. ELECTION OF DIRECTORS

    ITEM 1. ELECTION OF DIRECTORS The board expresses its thanks to David L. Goodin, who retired as president and chief executive officer on January 5, 2024, whose term as a director will expire at the 2024 annual meeting. Mr. Goodin began his career in 1983 as an electrical engineer with subsidiary Montana-Dakota Utilities. He served in various positions of increasing responsibility, becoming MDU Resources' president and chief executive officer and director of the company in 2013. Prior to January 4, 2013, Mr. Goodin served as chief executive officer and president of Intermountain Gas Company, Cascade Natural Gas Corporation, Montana-Dakota Utilities Co., and Great Plains Natural Gas Co. The board currently consists of nine directors. All of the nominees are current directors of MDU Resources with the exception of Douglas W. Jaeger. All of the nominees are standing for election to the board at the 2024 annual meeting to hold office until the 2025 annual meeting and until their successors are duly elected and qualified. David L. Goodin has not been renominated for reelection and his term will expire at the company’s 2024 annual meeting. The board has affirmatively determined all the director nominees, other than Nicole A. Kivisto, our president and chief executive officer, are independent in accordance with New York Stock Exchange (NYSE) rules, our corporate governance guidelines, and our bylaws. There are no arrangements or understandings between any director or executive officer and any other person pursuant to which he or she is or was to be selected as a director or officer of our company. There are no family relationships among our executive officers and directors. Our bylaws provide for a majority voting standard for the election of directors. See “Additional Information - Majority Voting” below for further detail. Each of the director nominees has consented to be named in this Proxy Statement and to serve as a director, if elected. We do not know of any reason why any nominee would be unable or unwilling to serve as a director, if elected. If a nominee becomes unable to serve or will not serve, proxies may be voted for the election of such other person nominated by the board as a substitute or the board may choose to reduce the number of directors. Information about each director nominee’s share ownership is presented under “Security Ownership.” The shares represented by the proxies received will be voted for the election of each of the nine nominees named below unless you indicate in the proxy that your vote should be cast against any or all the director nominees or that you abstain from voting. Each nominee elected as a director will continue in office until their successor has been duly elected and qualified or until the earliest of their resignation, retirement, or death. The nine nominees for election to the board at the 2024 annual meeting, all proposed by the board upon recommendation of the nominating and governance committee, are listed below with brief biographies. The nominees’ ages are current as of December 31, 2023. On January 24, 2023, the company entered into the Cooperation Agreement with Corvex Management LP (Cooperation Agreement), pursuant to which Corvex Management LP partner, James H. Gemmel, was appointed as a non-voting board observer and, subject to FERC approval, to the board of directors. FERC approval was received on May 1, 2023, and in accordance with the terms of the Cooperation Agreement, Mr. Gemmel was appointed to the board of directors on May 9, 2023. On March 14, 2024, the company entered into an Amended and Restated Cooperation Agreement with Keith A. Meister and Corvex Management LP (Mr. Meister and Corvex Management LP, together with their respective affiliates, the Corvex Group) (Amended and Restated Cooperation Agreement). For further details on the Amended and Restated Cooperation Agreement, see the “Related Person Transaction Disclosure” within the section entitled “Corporate Governance.” On November 2, 2023, the company announced its intention to separate its construction services business, from the company. The separation is anticipated to result in two independent, publicly traded companies. If the spinoff transaction is completed, the company expects that one or more of its directors may become directors of the new construction services company, in which case they will resign from the company’s board of directors at such time.

  25. ITEM 1. ELECTION OF DIRECTORS

    | The board of directors recommends that the stockholders vote FOR the election of each nominee. |

  26. Director Nominees

    Director Nominees

  27. Director Nominees

    | | | Darrel T. Anderson Age 65 | Independent Director Since 2023 Compensation Committee Environmental and Sustainability Committee | | | | Key Contributions to the Board: With over 28 years of experience in the integrated electric utility industry, holding several positions including executive vice president of administrative services, chief financial officer, and president and CEO, Mr. Anderson brings extensive financial and leadership experience in the regulated utility industry. Mr. Anderson also contributes experience with risk oversight and human resources management. | | | Career Highlights | | | | | • | President and chief executive officer of IDACORP, a holding company comprised of Idaho Power, a regulated electric utility company, from 2014 to 2020; executive vice president-administrative services and chief financial officer of IDACORP from 2009 to 2014; president and chief financial officer of Idaho Power from 2012 to 2013; executive vice president-administrative services and chief financial officer of Idaho Power from 2009 to 2011. | | | | • | Board chair of Blue Cross of Idaho, a non-profit mutual insurance company, since May 2023; serving as a board member since 2018. | | | | Other Leadership Experience | | | | | • | Former board member of Saint Alphonsus Health System, a non-profit organization that provides medical and health services in Idaho and Oregon, from 2013 to 2019. | | | | • | Former board member and chair of Women's and Children's Alliance, a non-profit organization that provides services to individuals recovering from domestic abuse and sexual assault, from 2008 to 2017. | | |

  28. Director Nominees

    | | | James H. Gemmel Age 38 | Independent Director Since 2023 Audit Committee Environmental and Sustainability Committee | | | | Key Contributions to the Board: With over 11 years of experience with investment funds and institutions on elevating and valuing public and private companies, Mr. Gemmel brings extensive financial, professional investment management, and collaboration with public company board of directors and senior management teams. | | | Career Highlights | | | | | • | Partner of Corvex Management LP, an investment management firm that focuses on fundamental, valued-based investments, since January 2011. | | | | • | Outside director of Kindred Group PLC, an online gaming company incorporated in Malta and traded on the Swedish stock exchange, since November 2022, serving as chair of the audit committee since April 2023. | | | | Other Leadership Experience | | | | | • | Former investment analyst at Federated Hermes Inc., an investment company focused on solutions to help investors target a broad range of outcomes, from 2008 to 2010. | | | | • | Former investment analyst at Prudent Bear Fund of David W. Tice & Associates from 2007 to 2008. | | |

  29. Director Nominees

    | | | Douglas W. Jaeger Age 56 | Independent Director Nominee | | | | Key Contributions to the Board: As the current president and chief executive officer of Ulteig, Inc., an employee-owned professional engineering services firm focused on comprehensive engineering, program management, and technical and field services, Mr. Jaeger brings expertise in strategic planning and organizational development. Mr. Jaeger also contributes extensive knowledge in governance, mergers and acquisitions, marketing, financial management, engineering, and construction services. Mr. Jaeger held several executive leadership positions with a publicly traded electric and natural gas company as well as experience with corporate board services and community leadership boards. | | | Career Highlights | | | | | • | Director, president and chief executive officer of Ulteig, Inc., an employee-owned professional engineering services firm since 2015. | | | | • | Former chief executive officer of Adolfson & Peterson, Inc., a privately held construction services firm serving commercial and industrial clients nationally, leading the industry in quality, client loyalty, safety and sustainability, from 2008 to 2013. | | | | • | Former executive positions at Xcel Energy, Inc. including vice president of transmission from 2004 to 2008, vice president of business operations from 2003 to 2004, vice president of retail marketing and sales from 2001 to 2003, and director of product development from 2000 to 2001. | | | | • | Former director of Qualus Power Services/CE Power, a leading pure-play power services firm of energy transitions, with differentiated capabilities across grid modernization, resiliency, security, and sustainability, from 2015 to 2022. | | | | • | Director of Computype Inc., a private company that identifies and tracks critical assets with innovated programs that improve customers’ processes, performance, and control, since January 2011. | | | | Other Leadership Experience | | | | | • | Former member of the board of trustees of North American Electric Reliability, a nonprofit international regulatory authority whose mission is to assure the effective and efficient reduction of risks to the reliability and security of the grid, from 2013 to 2015. | | | | • | Former founder of AMP Advisors, a firm that provided executive advisory services to private equity investment firms and growth-oriented, technical services businesses around market strategy, business development, acquisition guidance, integration and governance, from 2014 to 2015. | | |

  30. Director Nominees

    | | | Dennis W. Johnson Age 74 | Independent Director Since 2001 Chair of the Board Compensation Committee Nominating and Governance Committee | | | | Key Contributions to the Board: With over 49 years of experience in business management, manufacturing, and finance, holding various positions including chair, president, and chief executive officer of TMI Group Incorporated for 42 years, as well as his prior service as a director of the Federal Reserve Bank of Minneapolis, Mr. Johnson brings operational, management, strategic planning, specialty contracting, and financial knowledge and insight to the board. Mr. Johnson also contributes significant knowledge of local, state, and regional issues involving North Dakota, the state where we are headquartered and have significant operations, resulting from his service on several state and local organizations. | | | Career Highlights | | | | | • | Chair of the board of the company effective May 8, 2019; and vice chair of the board from February 15, 2018 to May 8, 2019. | | | | • | Chair, president, and chief executive officer of TMI Group Incorporated as well as its two wholly owned subsidiary companies, TMI Corporation and TMI Transport Corporation, manufacturers of casework and architectural woodwork in Dickinson, North Dakota; employed since 1974 and serving as president or chief executive officer since 1982. | | | | Other Leadership Experience | | | | | • | Member of the Bank of North Dakota Advisory Board of Directors since August 2017, currently serving as vice chair. | | | | • | President of the Dickinson City Commission from July 2000 through October 2015. | | | | • | Director of the Federal Reserve Bank of Minneapolis from 1993 through 1998. | | | | • | Served on numerous industry, state, and community boards, including the North Dakota Workforce Development Council (chair); the Decorative Laminate Products Association; the North Dakota Technology Corporation; and the business advisory council of the Steffes Corporation, a metal manufacturing and engineering firm. | | | | • | Served on North Dakota Governor Sinner’s Education Action Commission; the North Dakota Job Service Advisory Council; the North Dakota State University President’s Advisory Council; North Dakota Governor Schafer’s Transition Team; and chaired North Dakota Governor Hoeven’s Transition Team. | | |

  31. Director Nominees

    | | | Nicole A. Kivisto Age 50 | Director Since 2024 President and Chief Executive Officer | | | | Key Contributions to the Board: Serving as president and chief executive officer of MDU Resources Group, Inc. since 2024. Ms. Kivisto is the only officer of the company that serves on our board. With 29 years of operating and leadership positions with the company, Ms. Kivisto brings utility industry experience to the board as well as extensive knowledge of our company and its business operations. Ms. Kivisto contributes valuable insight into management’s views and perspectives and the daily operations of the company. | | | Career Highlights | | | | | • | President and chief executive officer and a director of the company since January 6, 2024. | | | | • | Served as president and chief executive officer of Montana-Dakota Utilities Co., Cascade Natural Gas Corporation, and Intermountain Gas Company from January 9, 2015 to January 5, 2024. | | | | • | Began her career in 1995 at MDU Resources Group, Inc., as a financial analyst and served in positions of increasing responsibility until 2015 when she was named president and chief executive officer of Montana-Dakota Utilities Co., Cascade Natural Gas Corporation, and Intermountain Gas Company; positions included controller and vice president, controller and chief accounting officer of MDU Resources Group, Inc., and vice president of operations for Montana-Dakota Utilities Co. and Great Plains Natural Gas Co. | | | | Other Leadership Experience | | | | | • | Board member of numerous industry associations, including current member of the American Gas Association, the Edison Electric Institute since 2015; former board member of the North Dakota Lignite Energy Council from 2015 to 2023; and former member of the North Central Electric Association from 2015 to 2016. | | | | • | Member, Board of Trustees of the University of Mary from 2017 to 2023, serving on the audit and finance committees. | | | | • | Director of Bravera, a bank that provides financial services, since February 2018. | | |

  32. Director Nominees

    | | | Dale S. Rosenthal Age 67 | Independent Director Since 2021 Compensation Committee Environmental and Sustainability Committee | | | | Key Contributions to the Board: With 22 years of experience with an integrated construction company, serving in senior executive positions as strategic director, division president, and chief financial officer, Ms. Rosenthal contributes expertise in construction, alternative energy, real estate and infrastructure development, risk management, and corporate strategy. Ms. Rosenthal also brings public board experience with a regulated public utility company. | | | Career Highlights | | | | | • | Strategic director of Clark Construction Group, LLC, a vertically integrated construction company headquartered in Bethesda, Maryland, from January 2017 to December 2017; division president of Clark Financial Services Group, leveraging Clark’s core turnkey construction expertise into alternative energy development, from April 2008 to December 2016; chief financial officer and senior vice president of Clark Construction Group, LLC, from April 2000 to April 2008; and established a Clark subsidiary, Global Technologies Group, which developed and built data centers for early internet service providers. Ms. Rosenthal joined Clark Construction in 1996. | | | | • | Led financing teams for several tax-credit financed housing developers and was instrumental in identifying new sources of funding and innovative tax structures for complex transactions. | | | | Other Leadership Experience | | | | | • | Director of Washington Gas Light Company, formerly publicly traded and now a subsidiary of AltaGas Ltd., since October 2014, and chair of the audit committee from 2018 to 2022. Washington Gas is a regulated public utility company that sells and delivers natural gas in the District of Columbia and surrounding metropolitan areas. | | | | • | Former board advisor of Langan Engineering & Environmental Services, a provider of an integrated mix of engineering and environmental consulting services in support of land development projects, corporate real estate portfolios, and the oil and gas industry, from March 2020 to December 2023. | | | | • | Member, Board of Trustees of Cornell University since June 2017, serving on the finance and building and properties committees. | | | | • | Director of Transurban Chesapeake LLC, a company that develops and operates toll roads in the Mid-Atlantic region, since August 2021, and chair of the audit committee since 2022. | | |

  33. Director Nominees

    | | | Edward A. Ryan Age 70 | Independent Director Since 2018 Compensation Committee Nominating and Governance Committee | | | | Key Contributions to the Board: As a former executive vice president and general counsel for a large public company with international operations, Mr. Ryan contributes expertise to the board in the areas of corporate governance, acquisitions, risk management, legal, compliance, and labor relations. Mr. Ryan also brings senior leadership, transactional, and public company experience. | | | Career Highlights | | | | | • | Advisor to the chief executive officer and president of Marriott International from December 2017 to December 31, 2018. | | | | • | Executive vice president and general counsel of Marriott International from December 2006 to December 2017; senior vice president and associate general counsel from 1999 to November 2006; and assumed responsibility for all corporate transactions and corporate governance in 2005. Mr. Ryan joined Marriott International as assistant general counsel in May 1996. | | | | • | Private law practice from 1979 to 1996; partner at Hogan & Hartson, dba Hogan Lovells, from 1991 to 1996. | | | | Other Leadership Experience | | | | | • | Director of the C&O Canal Trust, the non-profit partner of the Chesapeake & Ohio Canal National Historical Park, since 2022; and chair of the nominating and governance and canal quarters committees since 2023. The C&O Canal Trust works in conjunction with the National Park Service and local communities for park preservation highlighting the park’s historical, natural and cultural heritage, along with managing and developing a series of lockhouse accommodations along the entire quarters. | | | | • | Former director of Goodwill of Greater Washington, D.C., a non-profit organization whose mission is to transform lives and communities through education and employment, from 2015 to 2023, including a term as chair from January 2020 through December 2021, vice chair from January 2019 through December 2019, and chair of the finance committee from January 2018 through December 2019. | | | | • | Board advisor of Workbox Company, a startup company that provides collaborative coworking space and accelerator services, since January 2020. | | |

  34. Director Nominees

    | | | David M. Sparby Age 69 | Independent Director Since 2018 Audit Committee Nominating and Governance Committee | | | | Key Contributions to the Board: With over 32 years of public utility management and leadership experience with a large public utility company, including positions as senior vice president and as chief financial officer, Mr. Sparby provides a broad understanding of the public utility and natural gas pipeline industries, including renewable energy expertise. His lengthy senior leadership experience with a public company also contributes to the board. | | | Career Highlights | | | | | • | Senior vice president and group president, revenue, of Xcel Energy, Inc. and president and chief executive officer of its subsidiary, NSP-Minnesota, from May 2013 until his retirement in December 2014; senior vice president and group president, from September 2011 to May 2013; chief financial officer from March 2009 to September 2011; and president and chief executive officer of NSP-Minnesota from 2008 to March 2009. He joined Xcel Energy, or its predecessor Northern States Power Company, as an attorney in 1982 and held positions of increasing responsibility. | | | | • | Attorney with the State of Minnesota, Office of Attorney General, from 1980 to 1982, during which period his responsibilities included representation of the Department of Public Service and the Minnesota Public Utilities Commission. | | | | Other Leadership Experience | | | | | • | Board of Trustees of Mitchell Hamline School of Law from July 2011 to July 2020. | | | | • | Board of Trustees of the College of St. Scholastica from 2012 to 2023, including service as chair from 2020 to 2023. | | |

  35. Director Nominees

    | | | Chenxi Wang Age 53 | Independent Director Since 2019 Audit Committee Environmental and Sustainability Committee | | | | Key Contributions to the Board: Having significant technology and cybersecurity expertise through her management and leadership positions with several organizations, Ms. Wang contributes knowledge to the board on technology and cybersecurity issues. As the founder and managing general partner of a cybersecurity-focused venture fund, Ms. Wang also provides knowledge regarding capital markets and business development. | | | Career Highlights | | | | | • | Founder and managing general partner of Rain Capital Fund, L.P., a cybersecurity-focused venture fund aiming to fund early-stage, transformative technology innovations in the security market with a goal of supporting women and minority entrepreneurs, since December 2017. | | | | • | Chief strategy officer at Twistlock, Inc., an automated and scalable cloud native cybersecurity platform, from 2015 to 2017. | | | | • | Vice president, cloud security & strategy of CipherCloud, LLC, a cloud security software company, from January 2015 to August 2015. | | | | • | Vice president of strategy of Intel Security, a company focused on developing proactive, proven security solutions and services that protect systems, networks, and mobile devices, from April 2013 to January 2015. | | | | • | Principal analyst and vice president of research at Forrester Research, a market research company that provides advice on existing and potential impact of technology, from January 2007 to April 2013. | | | | • | Assistant research professor and associate professor of computer engineering at Carnegie Mellon University from September 2001 through August 2007. | | | | • | Founder and director of Forte Group, an advocacy and education non-profit organization focusing on women in the cybersecurity industry, since November 2022. | | | | Other Leadership Experience | | | | | • | Technical Board of Advisors of Secure Code Warriors, a Sydney-based cybersecurity company, since June 2019. | | | | • | Board of directors of OWASP Global Foundation, a nonprofit global community that drives visibility and evolution in the safety and security of the world’s software, from January 2018 to December 2019, including a term as vice chair. | | | | • | Recipient of the 2019 Investor in Women Award by Women Tech Founders Foundation, an organization dedicated to advancing women in the technology industry. | | | | • | Board observer of ProjectDiscovery, Inc., an open-source software company that simplifies security operations for engineers and developers, since October 2022. | | | | • | Board observer of Stanza System, Inc., a company that specializes in site reliability engineering, since November 2022. | | |

  36. Board Refreshment

    Board Refreshment Recognizing the importance of board composition and refreshment for effective oversight, the nominating and governance committee annually considers the composition and needs of the board of directors, reviews potential candidates, and recommends to the board nominees for appointment or election. The nominating and governance committee and the board are committed to identifying individuals with diverse backgrounds whose skills and experiences will enable them to make meaningful contributions to shaping the company’s business strategy and priorities. To further board refreshment efforts, the nominating and governance committee engaged an independent global search firm in 2021 to assist with identifying, evaluating and recruiting a diverse pool of potential director candidates. As part of its consideration of director succession, the nominating and governance committee from time to time reviews, including when considering potential candidates, the appropriate skills and characteristics required of board members. The board considers diversity of skills, expertise, race, ethnicity, gender, age, education, geography, cultural background, and professional experiences in evaluating board candidates for expected contributions to an effective board. Independent directors may not serve on the board beyond the next annual meeting of stockholders after attaining the age of 76. Given the breadth of our businesses, we believe the mandatory retirement age allows us to benefit from experienced directors, with industry expertise, company institutional knowledge and historical perspective, stability, and comfort with challenging company management, while maintaining our ability to refresh the board through the addition of new members. Mr. Sparby and Mr. Ryan joined the board in 2018; Ms. Wang joined the board in 2019; Ms. Rosenthal joined the board in 2021; and Mr. Anderson and Mr. Gemmel joined in 2023. On January 24, 2023, the company entered into the Cooperation Agreement with Corvex Management LP, pursuant to which Mr. Gemmel, was appointed as a non-voting board observer and, subject to FERC approval, to the board of directors. FERC approval was received on May 1, 2023, and in accordance with the terms of the Cooperation Agreement, Mr. Gemmel was appointed to the board of directors on May 9, 2023. On March 14, 2024, the company entered into an Amended and Restated Cooperation Agreement with the Corvex Group. For further details on the Amended and Restated Cooperation Agreement, see the “Related Person Transaction Disclosure” within the section entitled “Corporate Governance.” The board unanimously selected Ms. Kivisto to succeed David L. Goodin following his retirement as president and chief executive officer of the company. Ms. Kivisto became a board member on January 6, 2024. In 2024, the nominating and governance committee considered potential director candidates for board refreshment particularly individuals with industry experience to support the company’s strategy to deliver superior value and achieve industry-leading performance by becoming a pure-play regulated energy delivery company, while pursuing organic growth opportunities. The nominating and governance committee subsequently recommended, and the board of directors approved, the nomination of Mr. Jaeger for election to the board of directors at the 2024 annual meeting. Our corporate governance guidelines include our policy on consideration of director candidates recommended to us. We will consider candidates that our stockholders recommend in the same manner we consider other nominees. Stockholders who wish to recommend a director candidate may submit recommendations, along with the information set forth in the corporate governance guidelines, to the nominating and governance committee chair in care of the secretary at MDU Resources Group, Inc., P.O. Box 5650, Bismarck, ND 58506-5650. Stockholders who wish to nominate persons for election to our board at an annual meeting of stockholders must follow the applicable procedures set forth in Section 2.08 or 2.10 of our bylaws. Our bylaws are available on our website. See “Stockholder Proposals, Director Nominations, and Other Items of Business for 2025 Annual Meeting” in the section entitled “Information about the Annual Meeting” for further details.

  37. Amended and Restated Cooperation Agreement

    | COMPENSATION OF NON-EMPLOYEE DIRECTORS |

  38. Director Compensation for 2023

    Director Compensation for 2023 MDU Resources’ non-employee directors are compensated for their service according to the MDU Resources Group Inc. Director Compensation Policy. Only one company employee, David L. Goodin, the company’s former president and chief executive officer, served as a director during 2023. Mr. Goodin received no additional compensation for his service on the board during 2023. Director compensation is reviewed annually by the compensation committee. The committee’s independent compensation consultant, Meridian provided an analysis of the company’s director compensation for 2023. The analysis included research on market trends in director compensation as well as a review of director compensation practices of companies in our compensation benchmarking peer group. Meridian’s report on director compensation indicated the company’s average annual cash and equity compensation for the company’s non-employee directors was slightly above the 50th percentile of the company’s peer group but consistent with market practices. The compensation committee and board concurred with Meridian’s recommendations and made no changes to the annual compensation of non-employee directors for 2023. Compensation for our non-employee directors during 2023 was as follows:

  39. Director Compensation for 2023

    | Base Cash Retainer | | $110,000 | | Additional Cash Retainers: | | | | Non-Executive Chair | | 125,000 | | Audit Committee Chair | | 20,000 | | Compensation Committee Chair | | 15,000 | | Nominating and Governance Committee Chair | | 15,000 | | Environmental and Sustainability Committee Chair | | 15,000 | | Annual Stock Grant1 - Directors (other than Non-Executive Chair) | | 150,000 | | Annual Stock Grant2 - Non-Executive Chair | | 175,000 | | 1 | The annual stock grant is a grant of shares of company common stock equal in value to $150,000. | | | 2 | The annual stock grant is a grant of shares of company common stock equal in value to $175,000. | |

  40. Director Compensation for 2023

    Cash retainers are paid monthly. The annual stock grant for non-employee directors is for the director’s service provided during the calendar year. The award is granted as fully vested stock in November each year following the regularly scheduled board of directors meeting. Directors serving less than a full year receive a prorated stock award based on the number of months served in the applicable calendar year. There are no meeting fees paid to the directors. The following table outlines the compensation paid to our non-employee directors for 2023.

  41. Director Compensation for 2023

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)1 | All Other Compensation ($)2 | Total ($) | | Darrel T. Anderson3 | 18,333 | 25,000 | 9 | 43,342 | | German Carmona Alvarez7 | 45,833 | — | 43 | 45,876 | | Thomas Everist7 | 45,833 | — | 5,043 | 50,876 | | Karen B. Fagg7 | 52,083 | — | 3,643 | 55,726 | | James H. Gemmel4 | 110,000 | 150,000 | 103 | 260,103 | | Dennis W. Johnson5 | 235,000 | 175,000 | 5,103 | 415,103 | | Patricia L. Moss7 | 52,083 | — | 3,043 | 55,126 | | Dale S. Rosenthal6 | 118,750 | 150,000 | 103 | 268,853 | | Edward A. Ryan | 125,000 | 150,000 | 103 | 275,103 | | David M. Sparby | 130,000 | 150,000 | 5,103 | 285,103 | | Chenxi Wang | 110,000 | 150,000 | 2,103 | 262,103 |

  42. Director Compensation for 2023

    1 Directors receive an annual stock award with a value of $150,000, except the non-executive chair who receives a stock award with a value of $175,000, under the MDU Resources Group, Inc. Non-Employee Director Long-Term Incentive Compensation Plan. Directors serving less than a full year receive a prorated stock payment based on the number of months served. All stock awards are measured in accordance with generally accepted accounting principles for stock-based compensation in Accounting Standards Codification Topic 718. The grant date fair value is the closing stock price on the grant date of November 15, 2023, which was $18.73 per share. The amount paid in cash for fractional shares is included in the amount reported in the stock awards column to this table. 2 Includes group life insurance premiums and charitable donations made on behalf of the director, as applicable. Amounts for life insurance premiums reflect prorated amounts for directors serving less than a full year based on the number of months served. 3 Mr. Anderson was appointed to the board on November 16, 2023. The amounts reflected above are prorated for his service during 2023. 4 Pursuant to the Cooperation Agreement with Corvex Management LP, Mr. Gemmel was appointed as a non-voting board observer on January 24, 2023 and was subsequently appointed to the board on May 9, 2023. Mr. Gemmel received compensation for his service associated with the board for all of 2023. 5 Mr. Johnson receives no additional compensation as chair of the compensation committee. 6 Ms. Rosenthal became chair of the Environment & Sustainability Committee effective June 1, 2023. The amounts reflected above include a prorated additional cash retainer for her service as a committee chair during 2023. 7 Messrs. Carmona Alvarez and Everist and Mss. Fagg and Moss served on the board through May 31, 2023 and then became members of the Knife River board of directors effective upon the completion of the separation on June 1, 2023. The amounts reflected above are prorated for their service during 2023.

  43. Events of 2023

    Events of 2023 The company produced strong financial results in 2023 even in the midst of significant change to the business with the completion of the spinoff of its construction materials and contracting segment Knife River in May 2023. Earnings from continuing operations for 2023 were $480.4 million compared to $250.8 million for 2022 and $242.5 million for 2021. The 2023 earnings from continuing operations includes a gain of $186.6 million on the tax-free exchange of the retained shares of Knife River. Earnings from continuing operations for 2023, 2022 and 2021 reflect results of our remaining business segments absent Knife River results which are reported as discontinued operations. As mentioned above, we successfully completed the spinoff of Knife River, our construction materials and contracting segment in May 2023. Knife River’s common stock began trading on the NYSE on June 1, 2023 under the symbol “KNF”. As a result of the Knife River spinoff, our stockholders received one share of Knife River stock for every four shares of MDU Resources stock they owned. From an executive compensation standpoint, outstanding equity awards were converted into shares of the company the executive was employed with after the Knife River spinoff. Executives transferring to Knife River received converted Knife River equity awards while executives staying with MDU Resources received converted MDU Resources equity awards. See the “Long-Term Incentives” section within this “Compensation Discussion and Analysis” for further details on the conversion of the named executive officers’ equity awards. In addition to the Knife River spinoff, on November 2, 2023, the board of directors approved the plan to spin off the company’s construction services business. During this period of significant change in our business, the compensation committee recognized certain compensation practices traditionally used in our executive compensation programs would be difficult to use for 2023 with the spinoff of Knife River as well as in 2024 with the contemplated spinoff of our construction services business. As a result the compensation committee made the following temporary modifications to our executive compensation program:

  44. Events of 2023

    | Compensation Area | Traditional Program | Modified Program | | Annual Incentive | Primary use of financial performance measures | Introduction of strategic initiatives as performance measures to reward executives for their efforts toward the successful spinoff of Knife River and strategic review of the construction services business to maximize its value in 2023. Likewise, with the contemplated spinoff of the construction services segment in 2024, strategic initiatives as well as financial performance will be used in the annual incentive program. | | | Use of earnings per share as a shared performance measure for executives, representing 20% and 100% of the incentive for a business segment executive and corporate executive, respectively. | Use of tailored performance measures for each business segment executive to focus on performance and the completion of strategic initiatives associated with their line of business and a combination of business segment earnings and strategic initiatives for corporate executives to motivate our corporate executives to assist in the success and performance of all lines of business. | | Long-Term Incentive | Use of performance share awards as a significant portion of our long-term incentive program. | Exclusive use of time-vesting restricted stock units to promote retention of executives and due to the challenge of setting 3-year financial performance goals during this period of transformational change. |

  45. Pay for Performance

    Pay for Performance While in the midst of this significant strategic and structural change to our business, the compensation committee continued in 2023 to focus its compensation decisions to ensure our named executive officers’ interests are aligned with those of our stockholders and the performance of the company. Executive compensation combines a reliable base salary with an annual incentive based on the achievement of company performance and long-term incentive in the form of equity to further align our named executive officers’ interests with those of our stockholders. The following charts show the 2023 pay mix for the CEO and average 2023 pay of the other named executive officers, including base salary and the annual and long-term incentives at target.

  46. Annual Cash Incentive Awards

    Annual Cash Incentive Awards We linked our 2023 annual cash incentive awards for our named executive officers to performance by rewarding achievement of financial and strategic performance measures thereby ensuring our named executive officers are focused and accountable for our success and profitability. Each named executive officer was assigned a target annual incentive award based on a percentage of the named executive officer’s base salary. The actual annual cash incentive realized was determined by multiplying the target award by the payout percentage associated with the achievement of the named executive officer’s performance measures. Sixty percent (60%) of the annual cash incentive award for corporate executives (including our CEO, CFO and CHRO) was based on the combined business segment earnings as adjusted and as defined and described under the “Annual Cash Incentives” section in this Compensation Discussion and Analysis. The remaining forty percent (40%) was based on the achievement of two equally weighted strategic initiatives involving the successful spinoff of Knife River and the strategic review of the construction services business to maximize its value. This incentivizes the corporate executives to assist the business segments in their success and the focus on strategic initiatives while further linking executive pay with the performance of the company. One hundred percent of the annual cash incentive award for the president and CEO of our electric and natural gas delivery businesses was based on business segment earnings while 80% of the annual incentive award for our construction services president and CEO was based on business segment earnings before interest, taxes, depreciation and amortization (EBITDA) and 20% on the achievement of the strategic review to maximize the value of the construction services business. Business segment earnings and EBITDA are adjusted as described under the “Annual Cash Incentives” section in this Compensation Discussion and Analysis. These measures incentivize our business segment executives to focus on the success and performance of their individual business segments. As shown in the following chart, the percentage payout of the annual incentive target realized by our CEO compared to earnings from continuing operations for the last three years demonstrates the alignment between our financial performance and realized annual cash incentive compensation. Earnings from continuing operations excludes the results of Knife River for all years presented. As of the Knife River spinoff, it is presented as discontinued operations. In addition, the compensation committee continued to utilize the diversity, equity and inclusion (DEI) modifier as part of the 2023 annual cash incentive award program for named executive officers. The DEI modifier is based upon the company’s achievement of certain initiatives to attract, retain, and develop a diverse and inclusive workforce. It includes a focus on representation of diverse employees in leadership succession plans, increased outreach efforts to attract diverse candidates, implementation of human resources information systems at all companies and implementing enhanced diversity, equity, and inclusion training. The 2023 DEI modifier provides executives with the opportunity to attain up to an additional 5% of their annual incentive target based on the achievement of the DEI initiatives as determined by the compensation committee. The compensation committee may also deduct up to 5% of the named executive officers’ annual incentives target if the compensation committee determines insufficient progress is made toward achieving the DEI initiatives. See the “Annual Cash Incentives” section within this Compensation Discussion and Analysis for further details on our company’s annual cash incentive program.

  47. Long-Term Equity-Based Incentive Awards

    Long-Term Equity-Based Incentive Awards In February 2023, due to the then-pending Knife River spinoff and the challenge in selecting performance measures that would be measurable over the full vesting period, the compensation committee and the board approved grants of time-vesting restricted stock units which are eligible to vest into company stock, plus dividend equivalents, at the end of 2025 as long as the named executive officer remains continuously employed with the company. The restricted stock units serve to enhance alignment of the named executive officers with stockholders and enhance retention of executive talent. The long-term incentive originally granted for the 2021-2023 period by the compensation committee and approved by the board consisted of 75% performance shares and 25% time-vesting restricted stock units. Performance measures associated with the 2021-2023 performance share award included growth in earnings from continuing operations and total stockholder return (TSR) relative to our stockholder return performance peer group. In May 2023, due to the pending spinoff of Knife River, the compensation committee decided to split the 2021- 2023 performance shares award with two-thirds of the award based on performance results for 24 months of the 36-month performance period ended December 31, 2022 and one-third of the award, representing fiscal year 2023, deemed to be achieved at target. The payout of the performance share awards was determined as follows:

  48. Long-Term Equity-Based Incentive Awards

    | 2021-2023 Performance Share Awards | | | | | | | | | Relative TSR | | | | | | | | January 1, 2021 to December 31, 2022 | 50% | | | | | | | 51st Percentile | weighting | | | | | | | 104% payout Achieved | | | x 2/3 | | | | | | | = 52% | | = 34.7% | | | | Earnings Growth | | achieved | | | | | | January 1, 2021 to December 31, 2022 | 50% | | | | Performance Factor Achieved = 68.0% | | | -1.3% CAGR | weighting | | | | | | | 0% payout Achieved | | | | | | | | | | | x 1/3 | | | | | Target Results for 2023 | | = 100% | | = 33.3% | | | | | | achieved | | | |

  49. Long-Term Equity-Based Incentive Awards

    See the “Long-Term Incentives” section within this Compensation Discussion and Analysis for further details on the company’s long-term incentive program. With the majority of our named executive officers’ compensation dependent on the achievement of robust performance measures set in advance by the compensation committee, we believe there is substantial alignment between executive pay and the company’s performance.

  50. Compensation Decision Process for 2023

    | Meeting | Compensation Decisions | | August 2022 | Receive Market Analysis Report on Executive Compensation prepared by Meridian. Approve 2023 Salary Grade Structure | | October 2022 | Receive Meridian reports on the Treatment of Equity Awards in Connection with a Spinoff and Equity Conversion Methodology | | November 2022 | Approve Base Salary and Target Incentive Compensation for 2023 | | February 2023 | Approve 2023 EICP Performance Measures Approve Grant of 2023-2025 Time-Vesting Restricted Stock Units | | May 2023 | Approve Treatment of Outstanding LTIP Awards including Certification of Performance Results for 2021-2023 and 2022-2024 Performance Share Awards and Conversion method associated with the Knife River Spinoff | | February 2024 | Approve Results and Payment of 2023 annual cash incentives Approve Payment of the 2021-2023 Time-Vesting Restricted Stock Units and Dividend Equivalents |

  51. Components of Compensation

    | Component | Purpose | How Determined | How it Links to Performance | | Base Salary | Provides sufficient, regularly paid income to attract and retain executives with the knowledge, skills, and abilities necessary to successfully execute their job responsibilities. | Base salaries are recommended by the CEO for executives other than the CEO position to the compensation committee using analysis provided by the independent compensation consultant to target compensation within range of the 50th percentile using peer company and salary survey data. The compensation committee determines the base salary of the CEO based on input from the independent compensation consultant. | Base salary is a means to attract and retain talented executives capable of driving success and performance. | | Annual Cash Incentive | Provides an opportunity to earn annual cash incentive compensation based on the achievement of financial, strategic and operating results important to the success of the company. | The annual cash incentive target is a percentage of base salary for the given executive position established by the compensation committee. Actual payment of the incentive is determined based on the achievement of performance measures and goals approved by the compensation committee. | Annual incentive performance measures are tied to the achievement of financial, strategic and DEI goals aimed to drive the success of the company and the individual businesses. | | Time-Vesting Restricted Stock Units | Provides an opportunity to earn long-term equity compensation via continued service through the vesting period. | For 2023, time-vesting restricted stock units represent 100% of a named executive officer’s long-term incentive award. The compensation committee chose the use of time-vesting restricted stock units to incentivize named executive officers to provide continued leadership through the Knife River spinoff and the strategic review of the construction services business. The CEO recommends the target award amount for executives other than the CEO position to the compensation committee based on analysis provided by the independent compensation consultant. The compensation committee determines the target award for the CEO after consideration of input by the independent compensation consultant. Vesting of the award occurs at the end of a three-year period as long as the executive remains employed with the company through the vesting period. | Fosters continued leadership in the company to achieve company objectives through retention of key executives as well as aligning the named executive officer’s interests with those of stockholders in increasing long-term stockholder value. |

  52. Allocation of Total Target Compensation for 2023

    Allocation of Total Target Compensation for 2023 Total target compensation consists of base salary plus target annual and long-term incentive compensation. Incentive compensation, which consists of annual cash incentive and long-term equity awards vesting after three years, comprises the largest portion of our named executive officers’ total target compensation because: •equity awards align the interests of the named executive officers with those of stockholders by making a significant portion of their target compensation contingent upon future stock price performance; •our named executive officers are in positions of authority to drive results, and therefore bear high levels of responsibility for our corporate performance; •variable compensation helps ensure focus on goals that are aligned with overall company strategy; and •annual cash incentive compensation is at risk and dependent upon company performance and the satisfaction of performance objectives. The compensation committee generally allocates a higher percentage of total target compensation to the long-term incentive than to the target annual cash incentive for our higher level executives because they are in a better position to influence the company’s long-term performance. The long-term incentive awards are paid in company common stock. These awards, combined with our stock retention requirements and our stock ownership policy, promote ownership of our stock by the named executive officers. As a result, the compensation committee believes the named executive officers, as stockholders, will be motivated to deliver long-term value to all stockholders.

  53. Peer Groups

    Peer Groups The compensation committee reviews the peer companies used for compensation analysis of executive positions and the company’s relative TSR performance periodically to assess their ongoing relevance and credibility.

  54. Compensation Benchmarking Peer Group

    Compensation Benchmarking Peer Group The compensation committee’s independent compensation consultant, Meridian, aids in the selection of appropriate peer companies for our compensation benchmarking peer group by evaluating potential peer companies in the construction and engineering, utility and other related industries which are similar in size in terms of revenues and market capitalization. Meridian then uses this peer group along with other market survey information to evaluate and make recommendations regarding executive compensation. For the evaluation of 2023 executive compensation for our CEO and CFO performed in August 2022, the peer group used was unchanged from the prior year and consisted of the following companies:

  55. Compensation Benchmarking Peer Group

    | 2023 Compensation Peer Companies for CEO and CFO Positions | | | | Alliant Energy Corporation | Evergy, Inc. | Pinnacle West Capital Corporation | | Ameren Corporation | Granite Construction Incorporated | Portland General Electric Company | | Atmos Energy Corporation | KBR, Inc. | Quanta Services, Inc. | | Black Hills Corporation | Martin Marietta Materials, Inc. | Southwest Gas Holdings, Inc. | | CMS Energy Corporation | MasTec, Inc. | Summit Materials, Inc. | | Dycom Industries, Inc. | MYR Group Inc. | Vulcan Materials Company | | EMCOR Group, Inc. | NiSource Inc. | WEC Energy Group, Inc. |

  56. Compensation Benchmarking Peer Group

    For review of compensation of all other named executive officer positions, the independent compensation consultant used compensation data from additional companies in Willis Towers Watson’s 2022 General Industry Executive Compensation Survey which included the following companies:

  57. Compensation Benchmarking Peer Group

    | Companies used in 2023 Compensation Analysis for non-CEO and CFO Positions | | | | Alcoa Corporation | Crown Holdings, Inc. | Pinnacle West Capital Corporation | | Allegheny Technologies Incorporated | Eastman Chemical Company | Portland General Electric Company | | Alliant Energy Corporation | Edison International | PPL Corporation | | Ameren Corporation | EMCOR Group, Inc. | Public Service Enterprise Group Incorporated | | Atmos Energy Corporation | Entergy Corporation | Quanta Services Inc. | | Avery Dennison Corporation | Evergy Inc. | Scotts Miracle-Gro Company | | Avient Corporation | Eversource Energy | Sealed Air Corporation | | Axalta Coating Systems LTD. | Graphic Packaging Holding Company | Sonoco Products Company | | Ball Corporation | H.B. Fuller Company | Southwest Gas Holdings, Inc. | | Berry Global Group, Inc. | KBR, Inc. | Spire Inc. | | Black Hills Corporation | Kinross Gold Corporation | UGI Corporation | | Cabot Corporation | Martin Marietta Materials, Inc. | Valvoline Inc. | | Celanese Corporation | The Mosaic Company | Vulcan Materials Company | | CenterPoint Energy, Inc. | Newmont Corporation | WEC Energy Group, Inc. | | CF Industries Holdings, Inc. | NiSource Inc. | Westlake Chemical Corporation | | The Chemours Company | OGE Energy Corp. | Worthington Industries, Inc. | | CMS Energy Corporation | ONE Gas, Inc. | Xcel Energy Inc. |

  58. 2023 Base Salary and Incentive Targets

    2023 Base Salary and Incentive Targets At its November 2022 meeting, the compensation committee approved the 2023 base salaries as well as the target annual and long-term incentive compensation for the named executive officers. At its February 2023 meeting, the compensation committee approved the annual cash incentive performance measures and goals for our named executive officers. In determining base salaries, target annual cash incentives, long-term equity incentives, and total target compensation for our named executive officers, the compensation committee received and considered company and individual performance, market and peer data, responsibilities, experience, tenure in position, internal equity, and input and recommendations from the CEO, and the independent compensation consultant, Meridian. The following information relates to each named executive officer’s 2023 base salary, target annual cash incentive, long-term equity incentive, and total target compensation:

  59. 2023 Base Salary and Incentive Targets

    | David L. Goodin | 2023 ($) | Compensation Component as a % of Base Salary | | Base Salary | 1,085,000 | | | Target Annual Cash Incentive Opportunity | 1,356,250 | 125% | | Long-Term Equity Incentive - Restricted Stock Units | 3,200,000 | 295% | | Total Target Compensation | 5,641,250 | | | The compensation committee considered information provided in Meridian’s August 2022 compensation study showing Mr. Goodin's base salary, total cash compensation, and long-term incentives were below the median of the compensation peer group, as well as his experience and the company’s performance. Based in part on Meridian’s recommendation to move Mr. Goodin’s compensation closer to the market median, the compensation committee increased Mr. Goodin’s base salary by 3.9% and maintained his 2023 annual incentive target at 125% of his base salary. The compensation committee maintained Mr. Goodin’s long-term incentive award at $3,200,000, which is 295% of his base salary and more closely aligns his long-term incentive with the market median for his position. | | |

  60. 2023 Base Salary and Incentive Targets

    | Jason L. Vollmer | 2023 ($) | Compensation Component as a % of Base Salary | | Base Salary | 565,000 | | | Target Annual Cash Incentive Opportunity | 423,750 | 75% | | Long-Term Equity Incentive - Restricted Stock Units | 960,500 | 170% | | Total Target Compensation | 1,949,250 | | | The compensation committee considered information provided in Meridian’s August 2022 compensation study showing Mr. Vollmer’s base salary was below the market median based on peer group and compensation survey data as well as his accomplishments and the company’s performance. To move Mr. Vollmer closer to the market median, the CEO recommended and the compensation committee approved a base salary increase of 6.6% for Mr. Vollmer in 2023. The compensation committee maintained Mr. Vollmer’s target annual cash incentive opportunity at 75% of base salary and increased his long-term incentive award from 160% to 170% of his base salary to more closely align with the market median for his position. | | |

  61. 2023 Base Salary and Incentive Targets

    | Jeffrey S. Thiede | 2023 ($) | Compensation Component as a % of Base Salary | | Base Salary | 550,000 | | | Target Annual Cash Incentive Opportunity | 412,500 | 75% | | Long-Term Equity Incentive - Restricted Stock Units | 935,000 | 170% | | Total Target Compensation | 1,897,500 | | | The compensation committee considered information provided in Meridian’s August 2022 compensation study as well as the the performance of the construction services segment in their review of the recommendation made by the CEO concerning Mr. Thiede’s compensation. Mr. Thiede received a 3.8% increase in base salary for 2023. The compensation committee maintained Mr. Thiede’s target annual cash incentive opportunity at 75% of his base salary and increased his long-term incentive award from 160% to 170% of his base salary to more closely align with the market median for his position. | | |

  62. 2023 Base Salary and Incentive Targets

    | Nicole A. Kivisto | 2023 ($) | Compensation Component as a % of Base Salary | | Base Salary | 550,000 | | | Target Annual Cash Incentive Opportunity | 412,500 | 75% | | Long-Term Equity Incentive - Restricted Stock Units | 935,000 | 170% | | Total Target Compensation | 1,897,500 | | | The compensation committee considered information provided in Meridian’s August 2022 compensation study as well as the performance of the electric and natural gas distribution segment in their review of the recommendation made by the CEO concerning Ms. Kivisto’s compensation. Ms. Kivisto received a 3.8% increase in her base salary for 2023. The compensation committee maintained Ms. Kivisto’s target annual cash incentive opportunity at 75% of her base salary and increased her long-term incentive award from 160% to 170% of her base salary to more closely align with the market median for her position. | | |

  63. 2023 Base Salary and Incentive Targets

    | Anne M. Jones | 2023 ($) | Compensation Component as a % of Base Salary | | Base Salary | 405,000 | | | Target Annual Cash Incentive Opportunity | 202,500 | 50% | | Long-Term Equity Incentive - Restricted Stock Units | 324,000 | 80% | | Total Target Compensation | 931,500 | | | The compensation committee considered information provided in Meridian’s August 2022 compensation study as well as Ms. Jones’ experience and accomplishments in their review of the recommendation made by the CEO concerning Ms. Jones’s compensation. Ms. Jones received a base salary increase of 5.2% for 2023. The compensation committee maintained her target annual cash incentive opportunity at 50% of her base salary and maintained her long-term incentive award at 80% of her base salary to remain closely aligned with the market median for her position. | | |

  64. Annual Cash Incentives

    Annual Cash Incentives In 2023, the compensation committee realized the difficulty in setting a shared earnings per share target as part of the annual cash incentive program without knowing the timing of the Knife River spinoff. Therefore, they set the annual performance measures based on the achievement of financial performance as well as performance measures based on strategic initiatives set for 2023. The compensation committee’s intent was to motivate our business segment executives to focus primarily on the success and performance of their businesses during this year of change while motivating our corporate executives to assist in the success and performance of all lines of business and to successfully complete the transformation of the businesses based on the company’s strategic initiatives.

  65. Financial and Strategic Performance Measures - Corporate Executives

    Financial and Strategic Performance Measures - Corporate Executives Our corporate executives, including the CEO, CFO and CHRO earn their annual cash incentive award based on the financial performance of the combined business segments plus performance measures associated with the company’s strategic initiatives.

  66. Financial and Strategic Performance Measures - Corporate Executives

    | Adjustments to Business Segment Earnings as Approved by the Compensation Committee for the Following Events: | | | ☐ | the effect on earnings from asset sales, dispositions or retirements. | | ☐ | the effect on earnings from transaction costs incurred for acquisitions, divestitures, mergers, spin-offs, or other strategic transactions, including differences in interest costs from those assumed in the company’s original plan. | | ☐ | the effect on earnings for unanticipated changes and interpretations of tax law. | | ☐ | the effect on earnings from withdrawal liabilities relating to multiemployer pension plans. | | ☐ | the effect on earnings of corporate overhead allocation differences due to the spin-off or strategic review. | | ☐ | the effect on earnings of approved retention agreement costs which differ from costs included in the company’s original plan. |

  67. Financial and Strategic Performance Measures - Corporate Executives

    The compensation committee selected Business Segment Earnings of each business segment with adjustments for specific situations approved by the compensation committee as the financial performance measure which represents 60% of the incentive for the corporate officers. It provides a key measure of success for each business segment and the overall company. Business Segment Earnings equals the company’s Net Income less earnings from the Other segment and represents the full year of earnings from the electric, natural gas distribution and construction services businesses plus earnings from Knife River through its separation date. To determine the payout associated with the financial performance measure for the corporate named executive officers, actual performance measure results were compared to the target performance measure which resulted in the percent of target performance measure achieved. Then the percent of target performance measure achieved was translated into a payout percentage of the named executive officer’s target award opportunity using linear interpolation for results between threshold and target as well as target and maximum. Achievement of 100% of the financial performance measure results in a payout of 100% of the target award opportunity. Results achieved below the established threshold result in no payout. The threshold, target and maximum performance levels as well as the associated payout opportunity are depicted in the following chart:

  68. Financial and Strategic Performance Measures - Corporate Executives

    | Measure | Threshold | | Target Performance Measure | | Maximum | | | | % of Target Performance Measure | Incentive Payout % | | Incentive Payout % | % of Target Performance Measure | Incentive Payout % | | Business Segment Earnings | 85% | 25% | $253.6 million | 100% | 115% | 200% |

  69. Financial and Strategic Performance Measures - Corporate Executives

    The compensation committee set two additional performance measures for the corporate named executive officers based on the completion of work associated with the Knife River spinoff and completion of work associated with the strategic review of the construction services business to optimize its value. Each strategic performance measure represented 20% of the annual cash incentive for the corporate named executive officers. Determination of the performance measures is based on the following:

  70. Financial and Strategic Performance Measures - Corporate Executives

    | Work Associated with the Knife River Spinoff | | | | Threshold | Work necessary to complete the spinoff is underway | = 25% incentive payout | | Target | Completion of the final Form 10 filed with the SEC | = 100% incentive payout | | Maximum | Successful completion of the spinoff | = 200% incentive payout |

  71. Financial and Strategic Performance Measures - Corporate Executives

    | Work Associated with the Strategic Review of the Construction Services Business to Optimize its Value | | | | Threshold | Work necessary to complete the strategic review is underway | = 25% incentive payout | | Target | Publicly announce the completion of the strategic review | = 100% incentive payout | | Maximum | Completion of a transaction | = 200% incentive payout |

  72. Financial and Strategic Performance Measures - Construction Services Segment

    Financial and Strategic Performance Measures - Construction Services Segment The compensation committee selected Construction Services EBITDA with adjustments for specific situations approved by the compensation committee as the financial performance measure representing 80% of the the construction services president and CEO’s annual cash incentive. Construction Services EBITDA equals the construction services segment earnings plus interest, income taxes, depreciation and earnings from discontinued operations. It is a financial performance measure common to the construction industry and encourages the focus on growth by excluding the impact of items such as taxes, interest, depreciation and amortization from the performance result which are largely out of the named executive officer’s control.

  73. Financial and Strategic Performance Measures - Construction Services Segment

    | Adjustments to Construction Services EBITDA as Approved by the Compensation Committee for the Following Events: | | | ☐ | the effect on EBITDA from asset sales, dispositions or retirements. | | ☐ | the effect on EBITDA from transaction costs incurred for acquisitions, divestitures, mergers, spin-offs, or other strategic transactions, including differences in interest costs from those assumed in the company’s original plan. | | ☐ | the effect on EBITDA from withdrawal liabilities relating to multiemployer pension plans. | | ☐ | the effect on EBITDA of corporate overhead allocation differences due to the spin-off or strategic review. | | ☐ | the effect on EBITDA of approved retention agreement costs which differ from costs included in the company’s original plan. |

  74. Financial and Strategic Performance Measures - Construction Services Segment

    To determine the payout associated with the financial performance measure for the construction services business, actual performance measure results were compared to the target performance measure which resulted in the percent of target performance measure achieved. Then the percent of target performance measure achieved was translated into a payout percentage of the named executive officer’s target award opportunity using linear interpolations for results between threshold and target as well as target and maximum. Achievement of 100% of the financial performance measure results in a payout of 100% of the target award opportunity. Results achieved below the established threshold result in no payout. The threshold, target and maximum performance levels as well as the associated payout opportunity are depicted in the following chart:

  75. Financial and Strategic Performance Measures - Construction Services Segment

    | Measure | Threshold | | Target Performance Measure | | Maximum | | | | % of Target Performance Measure | Incentive Payout % | | Incentive Payout % | % of Target Performance Measure | Incentive Payout % | | Construction Services EBITDA | 65% | 25% | $212.2 million | 100% | 115% | 250% |

  76. Financial and Strategic Performance Measures - Construction Services Segment

    In addition to the financial performance measure, the compensation committee set a performance measure based on the completion of work associated with the strategic review of the construction services segment to optimize its value which represents 20% of annual cash incentive for the construction services segment president. Determination of the performance measure is based on the following:

  77. Financial and Strategic Performance Measures - Construction Services Segment

    | Work Associated with the Strategic Review of the Construction Services Segment to Optimize its Value | | | | Threshold | Work necessary to complete the strategic review is underway | = 25% incentive payout | | Target | Publicly announce the completion of the strategic review | = 100% incentive payout | | Maximum | Completion of a transaction | = 200% incentive payout |

  78. Financial and Strategic Performance Measures - Electric and Natural Gas Distribution Segments

    Financial and Strategic Performance Measures - Electric and Natural Gas Distribution Segments The compensation committee selected Electric and Natural Gas Distribution Earnings with adjustments for specific situations as approved by the compensation committee as the performance measure representing 100% of the electric and natural gas distribution president and CEO’s annual cash incentive. The compensation committee selected earnings associated with the electric and natural gas businesses because regulated utilities are valued based on earnings potential and rate base. The 2023 target of $108.5 million reflects the continued investment in infrastructure and regulatory recovery from completed and pending rate cases.

  79. Financial and Strategic Performance Measures - Electric and Natural Gas Distribution Segments

    | Adjustments to Electric & Natural Gas Distribution Earnings as Approved by the Compensation Committee for the Following Events: | | | ☐ | the effect on earnings from asset sales, dispositions or retirements. | | ☐ | the effect on earnings from transaction costs incurred for acquisitions, divestitures, mergers, spin-offs, or other strategic transactions, including differences in interest costs from those assumed in the company’s original plan. | | ☐ | the effect on earnings from unanticipated changes and interpretation of tax law. | | ☐ | the effect on earnings of corporate overhead allocation differences due to the spin-off or strategic review. | | ☐ | the effect on earnings of approved retention agreement costs which differ from costs included in the company’s original plan. |

  80. Financial and Strategic Performance Measures - Electric and Natural Gas Distribution Segments

    To determine the payout associated with the financial performance measure, actual performance measure results were compared to the target performance measure which resulted in the percent of target performance measure achieved. Then the percent of target performance measures achieved was translated into a payout percentage of the named executive officer’s target award opportunity using linear interpolations for results between threshold and target as well as target and maximum. Achievement of 100% of the target performance measure results in a payout of 100% of the target award opportunity. Results achieved below the established threshold result in no payout. The threshold, target and maximum performance levels as well as the associated payout opportunity are depicted in the following chart:

  81. Financial and Strategic Performance Measures - Electric and Natural Gas Distribution Segments

    | Measure | Threshold | | Target Performance Measure | | Maximum | | | | % of Target Performance Measure | Incentive Payout % | | Incentive Payout % | % of Target Performance Measure | Incentive Payout % | | Electric and Natural Gas Distribution Earnings | 90% | 50% | $108.5 million | 100% | 110% | 200% |

  82. DEI Modifier

    DEI Modifier In 2023, the environmental and sustainability committee again approved and recommended a DEI modifier be included as part of the named executive officer’s 2023 annual incentive which was then approved by the compensation committee at its February 2023 meeting. The DEI modifier is a separate performance measure, independent of the achievement of the financial and strategic initiative performance measures and is based on the compensation committee’s assessment of management’s progress toward the completion of the following DEI initiatives: •Continue the formal succession planning process to include the review of the positions of all Section 16 officers, key executives, and business segment officers and directors to ensure diverse representation in terms of gender, ethnicity, individuals with disabilities and veteran status and the development of candidates being prepared for these positions. •Increase outreach activities by 10% over prior year efforts aimed at attracting diverse candidates to positions within our businesses. •Prepare for the implementation of Human Resources Information Systems (HRIS) at the construction materials and contracting and construction services segments to enhance the gathering of employee data for the human resources dashboard to track key metrics which provide insight into the make-up and diversity of our employee population. •Advance a culture that supports diverse views and backgrounds through training of all employees on fostering a culture of diversity and inclusion. The DEI modifier applies equally to all named executive officers and adds or deducts up to 5% of their annual incentive target based on the compensation committee’s assessment.

  83. 2023 Annual Incentive Results

    2023 Annual Incentive Results The 2023 performance measure results, percent of target performance measure achieved based on those results, and the associated payout percentages reflect the company’s 2023 performance and are presented below:

  84. 2023 Annual Incentive Results

    | Performance Measure | Result | Percent of Performance Measure Achieved | Percent of Award Opportunity Payout | MDUR Resources Corporate Officers | | Electric & Natural Gas Distribution | | Construction Services | | | | | | | Weight | Weighted Payout | Weight | Weighted Payout | Weight | Weighted Payout | | Business Segment Earnings, as Adjusted1 | $288.2 million | 113.6% | 190.9% | 60.0% | 114.5% | | | | | | Electric & Natural Gas Distribution Earnings, as Adjusted1 | $120.1 million | 110.7% | 200.0% | | | 100.0% | 200.0% | | | | Construction Services EBITDA, as Adjusted2 | $223.2 million | 105.2% | 152.1% | | | | | 80.0% | 121.7% | | Knife River Spinoff | Completion of Knife River Spinoff | 200.0% | 200.0% | 20.0% | 40.0% | | | | | | Construction Services Strategic Review | Public Announcement of completion of the strategic review | 100.0% | 100.0% | 20.0% | 20.0% | | | 20.0% | 20.0% | | Total Weighted Payout | | | | | 174.5% | | 200.0% | | 141.7% |

  85. 2023 Annual Incentive Results

    | Reconciliation of Business Segment Earnings to Net Income presented in thousands | 2023 Financial Results | Adjustments Approved by the Compensation Committee1 | Business Segment Earnings used for Incentive Purposes | | Electric & Natural Gas Distribution Earnings | 120,079 | (1) | 120,078 | | Pipeline Earnings | 46,918 | 123 | 47,041 | | Construction Services Earnings | 137,230 | 1,049 | 138,279 | | Knife River Earnings | (18,456) | 1,228 | (17,228) | | Business Segment Earnings | 285,771 | 2,399 | 288,170 | | Other | 128,936 | | | | Net Income | 414,707 | | | | 1 Adjustments include the effect on earnings from 1) transaction costs incurred for acquisitions, divestitures, mergers, spinoffs or other strategic transactions including differences in interest costs from those assumed in the company’s original financial plan and 2) corporate overhead allocation differences due to the spinoff or strategic review. | | | | | Reconciliation of Construction Services Earnings to Construction Services EBITDA presented in thousands | 2023 Financial Results | Adjustments Approved by the Compensation Committee2 | Business Segment Earnings used for Incentive Purposes | | Construction Services Earnings | 137,230 | 1,049 | 138,279 | | Interest | 10,057 | — | 10,057 | | Taxes | 46,968 | (447) | 46,521 | | Depreciation | 23,148 | — | 23,148 | | Discontinued Operations | 5,214 | — | 5,214 | | Construction Services EBITDA | 222,617 | 602 | 223,219 | | 2 Adjustments include the effect on earnings from 1) transaction costs incurred for acquisitions, divestitures, mergers, spinoffs or other strategic transactions including differences in interest costs from those assumed in the company’s original financial plan, and 2) corporate overhead allocation differences due to the spinoff or strategic review. | | | |

  86. 2023 Annual Incentive Results

    These adjustments resulted in payout percentages of 174.5% instead of 170.7% for the CEO, CFO and CHRO and 141.7% instead of 139.4% for the construction services business president and CEO. The compensation committee further assessed management’s progress toward completing the performance measures related to the company’s DEI initiatives, and found: •The company continued to enhance the succession planning process to include all executive officer and director positions at the corporate and business unit level along with the identification of candidate diversity in terms of gender, ethnicity, veteran status and disability. •The company increased its outreach efforts by 95% above prior year with efforts aimed at attracting diverse candidates to positions within the company. •The company completed the implementation of HRIS system at all businesses to aid in the consistent tracking of employment metrics and trends. •The company completed all training on fostering a culture of diversity and inclusion. Based on these accomplishments the compensation committee approved a DEI modifier award of 5.0% to each of the named executive officer’s target annual incentive. The resulting 2023 annual cash incentive compensation rewarded to the named executive officers was:

  87. 2023 Annual Incentive Results

    | Name | Target Annual Incentive ($) | Annual Incentive Earned | | | | | | | Payout Percentage on performance measures (%) | DEI Modifier (%) | Total payout percentage (%) | Amount ($) | | David L. Goodin | 1,356,250 | 174.5 | 5.0 | 179.5 | 2,434,469 | | Jason L. Vollmer | 423,750 | 174.5 | 5.0 | 179.5 | 760,631 | | Jeffrey S. Thiede | 412,500 | 141.7 | 5.0 | 146.7 | 605,138 | | Nicole A. Kivisto | 412,500 | 200.0 | 5.0 | 205.0 | 845,625 | | Anne M. Jones | 202,500 | 174.5 | 5.0 | 179.5 | 363,488 |

  88. Long-Term Incentives

    Long-Term Incentives All of our named executive officers participated in the 2023 long-term incentive plan which comprised 56.73% of the CEO’s 2023 total target compensation and, on average, 47.25% of the other named executive officers’ total target compensation. Stock earned under the long-term incentive plan (LTIP) is subject to our stock retention requirements.

  89. Effect of the Spinoff on Outstanding Long-Term Equity Awards

    Effect of the Spinoff on Outstanding Long-Term Equity Awards Our 2021-2023 and 2022-2024 performance share awards were designed to vest based on the achievement of performance measures, which as a result of the Knife River spinoff, were no longer correlated to the company’s performance. As a result, the compensation committee decided to convert the outstanding performance share awards entirely into time-vesting restricted stock unit awards effective with the Knife River spinoff. The performance factor adjustment formula was applied to the outstanding performance share awards based on the company’s performance through December 31 2022 and the remaining portion of the outstanding awards assuming target-level performance. Following the Knife River spinoff, the 2021-2023 and 2022-2024 awards will vest according to their original vesting dates, subject to the named executive officer’s continued employment with the company. The following tables show the performance factor adjustment formula for the 2021-2023 and 2022-2024 performance share awards:

  90. Effect of the Spinoff on Outstanding Long-Term Equity Awards

    | 2021-2023 Performance Share Awards | | | | | | | | | Performance Measure | Weight | Threshold | Target | Maximum | Actual 12/31/22 | Achieved | Weighted Achievement | | Relative Total Stockholder Return | 50% | 25th Percentile | 50th Percentile | 75th Percentile | 51st Percentile | 104.0% | 52.0% | | Earnings Growth | 50% | 3.0% | 6.5% | 10.0% | (1.3)% | —% | —% | | Performance Achieved | | | | | | | 52.0% | | | | | Portion of Award | Performance Achieved | | Performance Factor | | | Performance shares applicable to the Performance Factor | | | 2/3 | 52 | | 34.7 | | | Performance shares at Target Level Performance | | | 1/3 | 100 | | 33.3 | | | Combined Performance Factor for 2021-2023 Performance Shares | | | | | | 68.0 | |

  91. Effect of the Spinoff on Outstanding Long-Term Equity Awards

    | 2022-2024 Performance Share Awards | | | | | | | | | Performance Measure | Weight | Threshold | Target | Maximum | Actual 12/31/22 | Achieved | Weighted Achievement | | Relative Total Stockholder Return | 50% | 25th Percentile | 50th Percentile | 75th Percentile | 62nd Percentile | 148.0% | 74.0% | | Earnings Growth | 50% | 3.0% | 6.5% | 10.0% | 0.8% | —% | —% | | Performance Achieved | | | | | | | 74.0% | | | | | Portion of Award | Performance Achieved | | Performance Factor | | | Performance shares applicable to the Performance Factor | | | 1/3 | 74 | | 24.6 | | | Performance shares at Target Level Performance | | | 2/3 | 100 | | 66.7 | | | Combined Performance Factor for 2022-2024 Performance Shares | | | | | | 91.3 | |

  92. Effect of the Spinoff on Outstanding Long-Term Equity Awards

    After the completion of the Knife River spinoff, the outstanding equity awards, which included the adjusted performance shares and time-vesting restricted stock units for the 2021-2023 and 2022-2024 vesting periods, were adjusted using the concentration (employer) method as approved by the compensation committee which adjusts the number of outstanding shares for participants remaining with the company by the ratio of the pre-spin MDU Resources closing stock price on May 31, 2023 of $29.18 compared to the post-spin MDU Resources closing stock price on June 1, 2023 of $19.68. This conversion resulted in an incremental increase in fair value for each named executive officer as reflected in the Summary Compensation Table for 2023 and the Grants of Plan-Based Awards in 2023. The table below shows the number of shares originally awarded as performance shares (PSA) and time-vesting restricted stock units (RSU) for our named executive officer’s and the number of time-vesting restricted stock units after the conversion:

  93. Effect of the Spinoff on Outstanding Long-Term Equity Awards

    | Name | | Original Award | | Converted Award | | | | | Type | Target Shares | Type | Shares | | David L. Goodin | 2021-2023 | 75% PSA 25% RSU | 102,865 | 100% RSU | 115,914 | | | 2022-2024 | 75% PSA 25% RSU | 105,021 | 100% RSU | 145,555 | | Jason L. Vollmer | 2021-2023 | 75% PSA 25% RSU | 27,002 | 100% RSU | 30,426 | | | 2022-2024 | 75% PSA 25% RSU | 27,830 | 100% RSU | 38,571 | | Jeffrey S. Thiede | 2021-2023 | 75% PSA 25% RSU | 27,966 | 100% RSU | 31,513 | | | 2022-2024 | 75% PSA 25% RSU | 27,830 | 100% RSU | 38,571 | | Nicole A. Kivisto | 2021-2023 | 75% PSA 25% RSU | 27,966 | 100% RSU | 31,513 | | | 2022-2024 | 75% PSA 25% RSU | 27,830 | 100% RSU | 38,571 | | Anne M. Jones | 2021-2023 | 75% PSA 25% RSU | 10,139 | 100% RSU | 11,425 | | | 2022-2024 | 75% PSA 25% RSU | 10,108 | 100% RSU | 14,007 |

  94. Effect of the Spinoff on Outstanding Long-Term Equity Awards

    The converted 2021-2023 award of time-vesting restricted stock units vested on December 31, 2023 and provided the participants with the following shares and dividend equivalents:

  95. Effect of the Spinoff on Outstanding Long-Term Equity Awards

    | Name | Shares Vested (#) | Dividend Equivalents ($) | | David L. Goodin | 115,914 | 207,410 | | Jason L. Vollmer | 30,426 | 54,444 | | Jeffrey S. Thiede | 31,513 | 56,388 | | Nicole A. Kivisto | 31,513 | 56,388 | | Anne M. Jones | 11,425 | 20,444 |

  96. Grant of 2023 Long-Term Equity Incentive Awards

    Grant of 2023 Long-Term Equity Incentive Awards With the anticipated spinoff of Knife River during the second quarter of 2023 and the strategic review of the construction services segment, it was not practical for the compensation committee to establish three-year performance goals for performance share awards under our LTIP as it normally would. Instead, in February 2023, the compensation committee granted the 2023-2025 LTIP award in the form of time-vesting restricted stock units which will vest on December 31, 2025, as long as the named executive officer remains continuously employed with the company. The purpose was to incentivize the retention of our named executive officers during this period of significant transition and change and align their interest with those of our stockholders. The compensation committee determined the number of time-vesting restricted stock units to grant to each named executive officer for 2023 by dividing the named executive officer’s long-term award amount by the average of the closing prices of our stock from January 1 through January 22, 2023, which was $30.42 per share. After the spinoff of Knife River, the granted shares were converted using the pre-spin MDU Resources closing stock price on May 31, 2023 of $29.18 compared to the post-spin MDU Resources closing stock price on June 1, 2023 of $19.68. This conversion resulted in an incremental increase in the fair value for each named executive officer as reflected in the Summary Compensation Table for 2023 and the Grants of Plan-Based Awards in 2023 table. The number of shares originally granted and converted post Knife River spinoff are shown below:

  97. Grant of 2023 Long-Term Equity Incentive Awards

    | Name | Base Salary ($) | Long-Term Incentive of Base Salary (%) | Long-Term Incentive Target ($) | Original Grant of Restricted Stock Units (#) | Converted Grant of Restricted Stock Units (#) | | David L. Goodin | 1,085,000 | 295 | 3,200,000 | 105,193 | 155,972 | | Jason L. Vollmer | 565,000 | 170 | 960,500 | 31,574 | 46,815 | | Jeffrey S. Thiede | 550,000 | 170 | 935,000 | 30,736 | 45,572 | | Nicole A. Kivisto | 550,000 | 170 | 935,000 | 30,736 | 45,572 | | Anne M. Jones | 405,000 | 80 | 324,000 | 10,650 | 15,791 |

  98. Employment and Severance Agreements

    Employment and Severance Agreements For 2023, our named executive officers did not have employment or severance agreements entitling them to specific payments upon termination of employment or a change in control of the company with the exception of Jeffrey S. Thiede as explained below. The compensation committee generally considered providing severance benefits on a case-by-case basis. Post-employment or change in control benefits available to our named executives officers during 2023 are addressed within our incentive and retirement plans. Refer to the section entitled “Potential Payments upon Termination or Change of Control.” In connection with the strategic review of the construction services business to optimize its value, in February 2023 the company and MDU Construction Services Group entered into a retention agreement with Jeffrey S. Thiede, the current president and chief executive officer of the construction services business, to retain Mr. Thiede through the completion of the review and any resulting transaction involving the business. The agreement provided for, among other things, continuation of Mr. Thiede’s then-effective base salary, entitlement to incentive compensation, vesting of company credits to his deferred compensation account, a retention bonus equal to $1,100,000 to be paid within fifteen (15) days after the closing of any transaction, and accelerated vesting of outstanding equity awards as set forth in the agreement. The term of the agreement was until the earlier of the closing of any transaction and December 31, 2023. The agreement expired on December 31, 2023 without payment.

  99. Impact of Tax and Accounting Treatment

    Impact of Tax and Accounting Treatment The compensation committee may consider the impact of tax or accounting treatment in determining compensation. The compensation committee did not make any adjustments to the 2023 compensation program to address the impact of tax or accounting treatment. The compensation committee may also consider the accounting and cash flow implications of various forms of executive compensation. We expense salaries and annual incentive compensation as earned. For our equity awards, we record the accounting expense in accordance with Accounting Standards Codification Topic 718, which is generally expensed over the vesting period.

  100. Preview of 2024 Compensation Changes

    Preview of 2024 Compensation Changes In 2024, Meridian, the company’s independent compensation consultant provided a study regarding best practices in terms of change in control provisions in compensation plans. Based on this information, the company revised its LTIP to remove the automatic accelerated vesting of equity awards upon a change in control for awards granted after January 1, 2024. The revised plan requires a qualifying termination of employment following a change in control for accelerated vesting. In connection with the revision to the LTIP, the company also adopted a change in control severance plan for certain executive officers including the named executive officers which provides for cash compensation to the named executive officer in the event of a qualifying termination of employment following a change in control.

  101. Compensation Policies and Practices as They Relate to Risk Management

    Compensation Policies and Practices as They Relate to Risk Management We completed an annual risk assessment of our 2023 compensation programs and concluded that our compensation policies and practices do not create risks which could have a material adverse effect on the company. After review and discussion of the assessment with the chief legal officer, chief human resources officer, and the chief executive officer, the company identified the following practices designed to prevent excessive risk taking: •Business management and governance practices: ◦the use of human capital management systems and processes to attract, recruit, train, develop and retain employees to achieve short and long-term objectives; ◦risk management is a specific performance competency included in the annual performance assessment of executives; ◦board oversight on capital expenditure and operating plans promotes careful consideration of financial assumptions; ◦board approval on business acquisitions above a specific dollar amount or on any transaction involving the exchange of company common stock; ◦employee integrity training programs and anonymous reporting systems; ◦quarterly risk assessment reports at audit committee meetings; and ◦prohibitions on holding company stock in an account that is subject to a margin call, pledging company stock as collateral for a loan, and hedging of company stock by executive officers and directors. •Executive compensation practices: ◦active compensation committee review of all executive compensation programs as well as comparison of company performance to its peer group; ◦use of independent consultants to assist in establishing pay targets and compensation structure; ◦initial determination of a position’s salary grade to be at or near the 50th percentile of base salaries paid to similar positions at peer group companies and/or relevant industry companies; ◦consideration of peer group and/or relevant industry practices to establish appropriate target compensation; ◦a balanced compensation mix of base salary as well as annual and long-term incentives; ◦use of interpolation for annual and long-term incentive awards to avoid payout cliffs; ◦compensation committee discretion to adjust any annual incentive award payment downward; ◦use of caps on annual incentive awards with a combined maximum of 200% of target for MDU Resources executives and the regulated energy delivery businesses and a combined maximum of 240% of target for construction services business executives; ◦use of caps on long-term incentive performance share stock grants, when awarded, with a maximum of 200% of target; ◦ability to clawback incentive payments in the event of a financial restatement; ◦use of performance shares and/or restricted stock units, rather than stock options or stock appreciation rights, as an equity component of incentive compensation; ◦typically, the use of performance shares for 75% of the long-term incentive award opportunity with relative TSR and earnings growth performance measures and the use of restricted stock units for 25% of the long-term incentive award opportunity to serve as a retention tool. In light of the Knife River spinoff and the strategic review of the construction services business, the 2023-2025 award was exclusively time-vesting restricted stock units to incentivize executives to stay with the company through the end of the strategic initiatives process; ◦use of three-year vesting periods for performance shares and restricted stock units to discourage short-term risk-taking; ◦substantive annual incentive goals measured by business segment EBITDA for all Section 16 officers which are measures important to stockholders and encourage balanced performance; ◦inclusion of a DEI modifier tied to the achievement of specific diversity, equity and inclusion initiatives; ◦use of financial performance metrics that are readily monitored and reviewed; ◦regular review of the companies in the peer groups to ensure appropriateness and industry match; ◦stock ownership requirements for board members and executives participating in the LTIP; and ◦mandatory holding periods of net after-tax company stock awards to executives until stock ownership requirements are achieved and mandatory holding periods for 50% of any net after-tax shares of stock earned under the long-term incentive awards until the earlier of (1) the end of the two-year period commencing on the date any stock earned under such award is issued, and (2) the executive’s termination of employment.

  102. Summary Compensation Table for 2023

    Summary Compensation Table for 2023

  103. Summary Compensation Table for 2023

    | Name and Principal Position (a) | Year (b) | Salary ($) (c) | Stock Awards ($) (e)1 | Non-Equity Incentive Plan Compensation ($) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h)2 | All Other Compensation ($) (i)3 | Total ($) (j) | | David L. Goodin4 | 2023 | 1,085,000 | 3,359,339 | 2,434,469 | 173,094 | 48,691 | 7,100,593 | | President and CEO | 2022 | 1,044,000 | 3,247,775 | 739,935 | 33,340 | 192,238 | 5,257,288 | | | 2021 | 1,000,000 | 3,222,639 | 701,250 | 65,571 | 221,007 | 5,210,467 | | Jason L. Vollmer | 2023 | 565,000 | 1,007,320 | 760,631 | 1,966 | 122,874 | 2,457,791 | | Vice President, CFO and | 2022 | 530,000 | 860,649 | 225,383 | — | 150,957 | 1,766,989 | | Treasurer | 2021 | 490,000 | 845,942 | 206,168 | — | 122,163 | 1,664,273 | | Jeffrey S. Thiede | 2023 | 550,000 | 980,883 | 605,138 | — | 131,524 | 2,267,545 | | President and CEO of | 2022 | 530,000 | 860,649 | 613,343 | — | 166,470 | 2,170,462 | | Construction Services | 2021 | 507,500 | 876,148 | 293,462 | — | 171,822 | 1,848,932 | | Segment | | | | | | | | | Nicole A. Kivisto4 | 2023 | 550,000 | 980,883 | 845,625 | 58,798 | 43,974 | 2,479,280 | | President and CEO of | 2022 | 530,000 | 860,649 | 266,723 | 1,294 | 78,795 | 1,737,461 | | Electric and Natural Gas | 2021 | 507,500 | 876,148 | 332,666 | 2,645 | 83,272 | 1,802,231 | | Distribution Segments | | | | | | | | | Anne M. Jones5 | 2023 | 405,000 | 339,977 | 363,488 | 34,811 | 106,666 | 1,249,942 | | Vice President and CHRO | | | | | | | |

  104. Summary Compensation Table for 2023

    1 Amounts in this column represent the aggregate grant date fair value of 2023-2025 time-vesting restricted stock unit share awards calculated in accordance with generally accepted accounting principles for stock-based compensation in Accounting Standards Codification Topic 718. This column was prepared assuming none of the awards were or will be forfeited. The amounts were calculated as described in Note 14 of our audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. The amounts reported also include the incremental increase in fair value resulting from the conversion of outstanding unvested restricted stock units and performance shares into restricted stock units upon the spinoff of Knife River which was determined by comparing the fair value of the outstanding awards before and after the Knife River spinoff. See the “Long-Term Incentives” section within the “Compensation Discussion and Analysis” for further details on the company’s long-term incentive program.

  105. Summary Compensation Table for 2023

    | Name | Grant Date Fair Value of Stock Awards Granted in 2023 ($) | Incremental Increase in Fair Value of Stock Awards from the Spin-off Conversions ($) | | David L. Goodin | 3,277,814 | 81,525 | | Jason L. Vollmer | 983,846 | 23,474 | | Jeffrey S. Thiede | 957,734 | 23,149 | | Nicole A. Kivisto | 957,734 | 23,149 | | Anne M. Jones | 331,854 | 8,123 |

  106. Summary Compensation Table for 2023

    2 Amounts shown for 2023 represent the change in the actuarial present value for the named executive officers’ accumulated benefits under the pension plan, SISP, and Excess SISP, collectively referred to as the “accumulated pension change” which were calculated using the following assumptions:

  107. Summary Compensation Table for 2023

    | | Pension Plan | SISP | Excess SISP | | Assumed Retirement Age | 60 | 60 | 60 | | Benefits payable at | At retirement | At age 65 for 15 years | Benefits payable to age 65 | | Interest Rate | 4.82% | 4.73% | 4.73% | | Dataset | Society of Actuaries Pri-2012 Total Dataset Mortality with Scale MP-2021 (post commencement only) | N/A | Society of Actuaries Pri-2012 Total Dataset Mortality with Scale MP-2021 (post commencement only) |

  108. Summary Compensation Table for 2023

    Please see the “Pension Benefits for 2023” section for further details. 3 All Other Compensation for 2023 is comprised of:

  109. Summary Compensation Table for 2023

    | Name | | | 401(k) Plan ($)a | Nonqualified Deferred Compensation Plan ($)b | Vacation Payout ($) | Life Insurance Premium ($) | Matching Charitable Contributions ($) | Total ($) | | David L. Goodin | | | 43,500 | — | — | 774 | 4,417 | 48,691 | | Jason L. Vollmer | | | 33,000 | 84,750 | — | 774 | 4,350 | 122,874 | | Jeffrey S. Thiede | | | 26,400 | 100,000 | — | 774 | 4,350 | 131,524 | | Nicole A. Kivisto | | | 39,600 | — | — | 774 | 3,600 | 43,974 | | Anne M. Jones | | | 43,500 | 40,500 | 20,240 | 626 | 1,800 | 106,666 | | | a | Represents company contributions to the 401(k) plan, which includes matching contributions and retirement contributions associated with the frozen pension plans as of December 31, 2009. | | | | | | | | | b | Represents company contribution amounts to the DCP which are approved by the compensation committee and the board of directors. For further information, see the section entitled “Nonqualified Deferred Compensation for 2023.” | | | | | | |

  110. Summary Compensation Table for 2023

    4 Mr. Goodin retired as president and CEO effective January 5, 2024 and Ms. Kivisto succeeded him as president and CEO effective January 6, 2024. 5 Ms. Jones became a named executive officer for the first time in 2023.

  111. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023

  112. Grants of Plan-Based Awards in 2023

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (i) | Grant Date Fair Value of Stock and Option Awards ($) (l) | | Name (a) | | Grant Date (b) | | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | | | | David L. Goodin | | 2/16/2023 | 1 | 339,063 | 1,356,250 | 2,780,313 | | | | | | | | | 2/16/2023 | 2 | | | | — | — | — | 105,193 | 3,277,814 | | | | 6/1/2023 | 3 | | | | — | — | — | | 81,525 | | Jason L. Vollmer | | 2/16/2023 | 1 | 105,938 | 423,750 | 868,688 | | | | | | | | | 2/16/2023 | 2 | | | | — | — | — | 31,574 | 983,846 | | | | 6/1/2023 | 3 | | | | — | — | — | | 23,474 | | Jeffrey S. Thiede | | 2/16/2023 | 1 | 103,125 | 412,500 | 1,010,625 | | | | | | | | | 2/16/2023 | 2 | | | | — | — | — | 30,736 | 957,734 | | | | 6/1/2023 | 3 | | | | — | — | — | | 23,149 | | Nicole A. Kivisto | | 2/16/2023 | 1 | 206,250 | 412,500 | 845,625 | | | | | | | | | 2/16/2023 | 2 | | | | — | — | — | 30,736 | 957,734 | | | | 6/1/2023 | 3 | | | | — | — | — | | 23,149 | | Anne M. Jones | | 2/16/2023 | 1 | 50,625 | 202,500 | 415,125 | | | | | | | | | 2/16/2023 | 2 | | | | — | — | — | 10,650 | 331,854 | | | | 6/1/2023 | 3 | | | | — | — | — | | 8,123 | | 1 | Annual cash incentive for 2023 granted pursuant to the EICP. | | | | | | | | | | | | 2 | Time-vesting restricted stock units granted pursuant to the LTIP. Following the spinoff of Knife River, these awards were converted, as follows: Mr. Goodin 155,972 restricted stock units, Mr. Vollmer 46,815 restricted stock units, Mr. Thiede 45,572 restricted stock units, Ms. Kivisto 45,572 restricted stock units, and Ms. Jones 15,791 restricted stock units. See the “Long-Term Incentives” section within the “Compensation Discussion and Analysis” for further details on the company’s long-term incentive program. | | | | | | | | | | | | 3 | Reflects the incremental increase in fair value resulting from the conversion of outstanding restricted stock units and performance share awards into restricted stock units upon the spinoff of Knife River. Incremental increase in fair value for each outstanding award is shown below: | | | | | | | | | | | | | | | | 2021-2023 Award ($) | | 2022-2024 Award ($) | | 2023-2025 Award ($) | | Total Incremental Value ($) | | | | David L. Goodin | | | 13,331 | | 13,607 | | 54,587 | | 81,525 | | | | Jason L. Vollmer | | | 3,495 | | 3,604 | | 16,375 | | 23,474 | | | | Jeffrey S. Thiede | | | 3,614 | | 3,604 | | 15,931 | | 23,149 | | | | Nicole A. Kivisto | | | 3,614 | | 3,604 | | 15,931 | | 23,149 | | | | Anne M. Jones | | | 1,301 | | 1,295 | | 5,527 | | 8,123 | |

  113. Narrative Discussion Relating to the Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Discussion Relating to the Summary Compensation Table and Grants of Plan-Based Awards Table

  114. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023

  115. Outstanding Equity Awards at Fiscal Year-End 2023

    | | Stock Awards | | | | | Name (a) | Number of Shares, or Units That Have Not Vested (#) (g)1 | Market Value of Shares, or Units That Have Not Vested ($) (h)2 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j) | | David L. Goodin | 301,527 | 5,970,235 | — | — | | Jason L. Vollmer | 85,386 | 1,690,643 | — | — | | Jeffrey S. Thiede | 84,143 | 1,666,031 | — | — | | Nicole A. Kivisto | 84,143 | 1,666,031 | — | — | | Anne M. Jones | 29,798 | 590,000 | — | — |

  116. Outstanding Equity Awards at Fiscal Year-End 2023

    1 The 2022 awards consisted of 75% performance shares and 25% time-vesting restricted stock units. Due to the Knife River spinoff, the 2022 performance shares were deemed achieved at 91.3% based on performance results of 74% for the period January 1, 2022 through December 31, 2022 and 100% for the period January 1, 2023 through December 31, 2023. With the performance adjustment made, the performance share awards were no longer subject to the performance-based vesting conditions but remained subject to the applicable time-vesting conditions. The 2023 award consisted 100% of time-vesting restricted stock units due to the contemplated Knife River spinoff. Upon completion of the Knife River spinoff, all outstanding awards were converted based on the pre-spin MDU Resources stock price compared to the post-spin MDU Resources stock price. See the “Long-Term Incentives” section within the “Compensation Discussion and Analysis” for further details on the company’s long-term incentive program. Below is the breakdown by year of the outstanding restricted stock unit awards:

  117. Outstanding Equity Awards at Fiscal Year-End 2023

    | | 2022 Award To vest in full on 12/31/24 | 2023 Award To vest in full on 12/31/25 | | Total | | Name | (#) | (#) | | (#) | | David L. Goodin | 145,555 | 155,972 | 3 | 301,527 | | Jason L. Vollmer | 38,571 | 46,815 | | 85,386 | | Jeffrey S. Thiede | 38,571 | 45,572 | | 84,143 | | Nicole A. Kivisto | 38,571 | 45,572 | | 84,143 | | Anne M. Jones | 14,007 | 15,791 | | 29,798 |

  118. Outstanding Equity Awards at Fiscal Year-End 2023

    2 Value based on the number of restricted stock units reflected in column (g) multiplied by $19.80, the closing stock price of the company’s common stock on the last trading day of 2023. 3 Mr. Goodin retired on January 5, 2024 and in accordance with the restricted stock unit agreement, his 2023 award will be reduced based on the number of months employed during the 36-month vesting period. As a result, his award of 155,972 restricted stock units will be reduced to 56,323 restricted stock units which will vest on December 31, 2025.

  119. Option Exercises and Stock Vested During 2023

    Option Exercises and Stock Vested During 2023

  120. Option Exercises and Stock Vested During 2023

    | | | | | | | Stock Awards1 | | | Name (a) | | | | | | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) | | David L. Goodin | | | | | | 191,283 | 4,982,524 | | Jason L. Vollmer | | | | | | 47,007 | 1,202,477 | | Jeffrey S. Thiede | | | | | | 49,884 | 1,284,843 | | Nicole A. Kivisto | | | | | | 49,884 | 1,284,843 | | Anne M. Jones | | | | | | 17,077 | 432,638 | | 1 | Reflects the aggregate number of shares that vested under the 2020 and 2021 LTIP awards. The 2020 LTIP award consists of performance shares for the performance period ended December 31, 2022 that were settled in shares on February 16, 2023, prior to the spinoff of Knife River, and those shares are valued at the closing stock price of $30.34 on December 31, 2022 plus dividend equivalents. The 2021 LTIP consists of restricted stock units, including performance shares that were converted into restricted stock units in connection with the spinoff of Knife River, that vested on December 31, 2023 and those shares are valued at the closing stock price of $19.80 on December 29, 2023 (the last market day of the year) plus dividend equivalents. The number of shares and value for each award is shown below: | | | | | | | | | | 2020 Performance Share Awards (#) | Value at Vesting ($) | Dividend Equivalents ($) | 2021 Restricted Stock Units (#) | Value at Vesting ($) | Dividend Equivalents ($) | | | David L. Goodin | 75,369 | 2,286,695 | 193,322 | 115,914 | 2,295,097 | 207,410 | | | Jason L. Vollmer | 16,581 | 503,068 | 42,530 | 30,426 | 602,435 | 54,444 | | | Jeffrey S. Thiede | 18,371 | 557,376 | 47,122 | 31,513 | 623,957 | 56,388 | | | Nicole A. Kivisto | 18,371 | 557,376 | 47,122 | 31,513 | 623,957 | 56,388 | | | Anne M. Jones | 5,652 | 171,482 | 14,497 | 11,425 | 226,215 | 20,444 |

  121. Pension Benefits for 2023

    Pension Benefits for 2023

  122. Pension Benefits for 2023

    | Name (a) | | Plan Name (b) | Number of Years Credited Service (#) (c)1 | Present Value of Accumulated Benefit ($) (d)6 | Payments During Last Fiscal Year ($) (e) | | David L. Goodin | | Pension | 26 | 1,063,746 | — | | | | Basic SISP 2 | 10 | 2,609,192 | — | | | | Excess SISP 5 | 26 | 26,973 | — | | Jason L. Vollmer | | Pension | 4 | 20,828 | — | | | | Basic SISP 4 | — | — | — | | | | Excess SISP | — | — | — | | Jeffrey S. Thiede | | Pension 3 | — | — | — | | | | Basic SISP 4 | — | — | — | | | | Excess SISP | — | — | — | | Nicole A. Kivisto | | Pension | 14 | 211,510 | — | | | | Basic SISP 2 | 10 | 427,433 | — | | | | Excess SISP | — | — | — | | Anne M. Jones | | Pension | 25 | 498,183 | — | | | | Basic SISP 4 | — | — | — | | | | Excess SISP | — | — | — | | 1 | Years of credited service related to the pension plan reflects the years of participation in the plan as of December 31, 2009, when the pension plan was frozen. Years of credited service related to the Basic SISP reflects the years toward full vesting of the benefit which is 10 years. Years of credited service related to Excess SISP reflects the same number of credited years of service as the pension plan. | | | | | | 2 | Amount presented for the Basic SISP assumes the participant elected to receive the benefit in the form of retirement payments. | | | | | | 3 | Mr. Thiede does not participate in the pension plan. | | | | | | 4 | Messrs. Vollmer and Thiede and Ms. Jones do not participate in the SISP. | | | | | | 5 | Mr. Goodin is the only named executive officer eligible to participate in the Excess SISP. | | | | | | 6 | The amounts shown for the pension plan, Basic SISP, and Excess SISP represent the actuarial present values of the executives’ accumulated benefits accrued as of December 31, 2023, calculated using: •a 4.73% discount rate for the Basic SISP and Excess SISP; •a 4.82% discount rate for the pension plan; •the Society of Actuaries Pri-2012 Total Dataset Mortality with Scale MP-2021 (post commencement only); •no recognition of pre-retirement mortality; and •assumed retirement age of 60 for the pension, Basic SISP and Excess SISP benefits and assumed retirement benefits commence at age 60 for the pension and Excess SISP and age 65 for Basic SISP benefits. | | | | |

  123. Excess SISP Benefits

    Excess SISP Benefits Excess SISP is an additional retirement benefit relating to Internal Revenue Code limitations on retirement benefits provided under the pension plans. Excess SISP benefits are equal to the difference between the monthly retirement benefits that would have been payable to the participant under the pension plans absent the limitations under the Internal Revenue Code and the actual benefits payable to the participant under the pension plans. Participants are only eligible for the Excess SISP benefits if the participant is fully vested under the pension plan, their employment terminates prior to age 65, and benefits under the pension plan are reduced due to limitations under the Internal Revenue Code on plan compensation. In 2009, the SISP was amended to limit eligibility for the Excess SISP benefit. Mr. Goodin is the only named executive officer eligible for the Excess SISP benefit which is $812 per month. Benefits generally commence six months after the participant’s employment terminates and continue to age 65 or until the death of the participant, if prior to age 65. Both Basic and Excess SISP benefits are forfeited if the participant’s employment is terminated for cause.

  124. Nonqualified Deferred Compensation for 2023

    Nonqualified Deferred Compensation for 2023

  125. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The Potential Payments upon Termination or Change in Control Table shows the payments and benefits our named executive officers would receive in connection with a variety of employment termination scenarios or upon a change in control. The scenarios include: •Voluntary or Not for Cause Termination; •Death; •Disability; •Change in Control with Termination; and •Change in Control without Termination. For the named executive officers, the information assumes the terminations or the change in control occurred on December 31, 2023. The table excludes compensation and benefits our named executive officers would earn during their employment with us whether or not a termination or change of control event had occurred. The table also does not include benefits under plans or arrangements generally available to all salaried employees and that do not discriminate in favor of the named executive officers, such as benefits under our qualified defined benefit pension plan (for employees hired before 2006), accrued vacation pay, continuation of health care benefits, and life insurance benefits. The tables also do not include pension or SISP benefits as described in the “Pension Benefits for 2023” Table or deferred compensation under our EICP, Nonqualified Defined Contribution Plan, or Deferred Compensation Plan. These amounts are shown and explained in the “Nonqualified Deferred Compensation for 2023” Table.

  126. Disability

    Disability We provide disability benefits to some of our salaried employees equal to 60% of their base salary, subject to a salary limit of $200,000 for officers and $100,000 for other salaried employees. For all eligible employees, disability payments continue until as follows:

  127. Disability

    | Age When Disabled | Benefits Payable | | Prior to age 60 | To age 65 | | Ages 60 to 64 | 60 months | | Ages 65-67 | To age 70 | | Age 68 and over | 24 months |

  128. Disability

    Disability benefits are reduced for amounts paid as retirement benefits which include pension and SISP benefits. The disability payments in the Potential Payments upon Termination or Change in Control Table reflect the present value of the disability benefits attributable to the additional $100,000 of base salary recognized for executives under our disability program, subject to the 60% limitation, after reduction for amounts that would be paid as retirement benefits. For Mr. Vollmer and Mss. Kivisto and Jones, who participate in the pension plan, the amount represents the present value of the disability benefit after reduction for retirement benefits using a discount rate of 4.82%. Because Mr. Goodin’s retirement benefits are greater than the disability benefit, the amount shown is zero. For Mr. Thiede, who does not participate in the pension plan, the amount represents the present value of the disability benefit without reduction for retirement benefits using the discount rate of 4.73%, which is considered a reasonable rate for purposes of the calculation.

  129. Potential Payments upon Termination or Change in Control Table

    Potential Payments upon Termination or Change in Control Table

  130. Potential Payments upon Termination or Change in Control Table

    | Executive Benefits and Payments upon Termination or Change of Control | | | Voluntary or Not for Cause Termination ($) | Death ($) | Disability ($) | Change of Control (With Termination) ($) | Change of Control (Without Termination) ($) | | David L. Goodin | | | | | | | | | | Compensation: | | | | | | | | | | Restricted Stock Units | 4,541,509 | 5,603,292 | 5,603,292 | 8,746,358 | 8,746,358 | | | Benefits and Perquisites: | | | | | | | | | | Disability Benefits | — | — | — | — | — | | | Total | | 4,541,509 | 5,603,292 | 5,603,292 | 8,746,358 | 8,746,358 | | Jason L. Vollmer | | | | | | | | | | Compensation: | | | | | | | | | | Restricted Stock Units | — | 1,515,893 | 1,515,893 | 2,423,442 | 2,423,442 | | | Benefits and Perquisites: | | | | | | | | | | Disability Benefits | — | — | 262,802 | — | — | | | Total | | — | 1,515,893 | 1,778,695 | 2,423,442 | 2,423,442 | | Jeffrey S. Thiede | | | | | | | | | | Compensation: | | | | | | | | | | Restricted Stock Units | 1,220,666 | 1,530,899 | 1,530,899 | 2,421,524 | 2,421,524 | | | Benefits and Perquisites: | | | | | | | | | | Disability Benefits | — | — | 267,749 | — | — | | | Total | | 1,220,666 | 1,530,899 | 1,798,648 | 2,421,524 | 2,421,524 | | Nicole A. Kivisto | | | | | | | | | | Compensation: | | | | | | | | | | Restricted Stock Units | — | 1,530,899 | 1,530,899 | 2,421,524 | 2,421,524 | | | Benefits and Perquisites: | | | | | | | | | | Disability Benefits | — | — | 214,175 | — | — | | | Total | | — | 1,530,899 | 1,745,073 | 2,421,524 | 2,421,524 | | Anne M. Jones | | | | | | | | | | Compensation: | | | | | | | | | | Restricted Stock Units | 442,877 | 550,374 | 550,374 | 863,478 | 863,478 | | | Benefits and Perquisites: | | | | | | | | | | Disability Benefits | — | — | 115,193 | — | — | | | Total | | 442,877 | 550,374 | 665,567 | 863,478 | 863,478 |

  131. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing information regarding the relationship of the annual total compensation of David L. Goodin, our president and chief executive officer in 2023, to the annual total compensation of our median employee. Our employee workforce fluctuates during the year largely depending on the seasonality, number, and size of construction project activity conducted by our businesses. Approximately 70% of our employee workforce is employed under union bargained labor contracts which define compensation and benefits for participants that may include payments made by the company associated with employee participation in union benefit and pension plans. We identified the median employee by examining the 2023 taxable wage information for all individuals on the company’s payroll records as of December 31, 2023, excluding Mr. Goodin. All of the company’s employees are located in the United States. We made no adjustments to annualize compensation for individuals employed for only part of the year. We selected taxable wages as reported to the IRS on Form W-2 for 2023 to identify the median employee as it includes substantially all of the compensation for our median employee and provided a reasonably efficient and cost-effective manner for the identification of the median employee. Our median employee works for our natural gas distribution business with compensation consisting of wages and company 401(k) contributions. Once identified, we categorized the median employee’s compensation using the same methodology as the compensation components reported in the Summary Compensation Table. For 2023, the total annual compensation of Mr. Goodin as reported in the Summary Compensation Table included in this Proxy Statement was $7,100,593, and the total annual compensation of our median employee was $109,485. Based on this information, the 2023 ratio of annual total compensation of Mr. Goodin to the median employee was 65 to 1.

  132. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing information regarding the Compensation Actually Paid (CAP), as defined by SEC rules, to our named executive officers versus company financial performance. The CAP amounts shown in the table below do not reflect the actual amount of compensation earned by or paid to our named executive officers during the applicable year.

  133. Pay Versus Performance

    | Year1 | Summary Compensation Table Total Compensation for Principal Executive Officer (PEO)2 ($) | Compensation Actually Paid to PEO3 ($) | Average Summary Compensation Table Total Compensation for Non-PEO Named Executive Officers4 ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers5 ($) | Value of initial fixed $100 investment based on: | | Net Income8 (in thousands) ($) | Company Selected Measure - Business Segment Earnings9 (in thousands) ($) | | | | | | | Total Stockholder Return6 ($) | Peer Group Total Stockholder Return7 ($) | | | | 2023 | 7,100,593 | 4,987,034 | 2,113,640 | 1,648,546 | 110.18 | 136.68 | 414,707 | 288,170 | | 2022 | 5,257,288 | 5,644,274 | 1,901,639 | 1,998,863 | 111.98 | 123.90 | 367,489 | 379,149 | | 2021 | 5,210,467 | 7,143,972 | 1,810,584 | 2,273,834 | 110.37 | 128.00 | 378,131 | 385,210 | | 2020 | 6,423,410 | 5,664,783 | 2,042,921 | 1,901,274 | 91.69 | 101.04 | 390,205 | 394,570 |

  134. Pay Versus Performance

    1 Our PEO for years 2020 through 2023 was David L. Goodin. Our non-PEO named executive officers were as follows: •2020 to 2022 - Jason L. Vollmer, David C. Barney, Jeffrey S. Thiede and Nicole A. Kivisto •2023 - Jason L. Vollmer, Jeffrey S. Thiede, Nicole A. Kivisto and Anne M. Jones 2 Represents Mr. Goodin’s total compensation as shown in the Summary Compensation Table (SCT) for the respective years. 3 To arrive at 2023 CAP for Mr. Goodin, total compensation as reported in the 2023 SCT was adjusted for the following:

  135. Pay Versus Performance

    | | | | | | | 2023 | | | | SCT Total Compensation for the PEO | | | | | | 7,100,593 | | | | | less: Reported Value of Stock Awards in the SCTa | | | | | 3,359,339 | | | | | plus: Stock Award Adjustmentsa,b | | | | | 1,418,874 | | | | | less: Change in Actuarial Present Value of Defined Benefit and Pension Plans as Reported in the SCT | | | | | 173,094 | | | | | plus: Aggregate Service Cost and Prior Service Costs on Defined Benefit and Pension Plans | | | | | — | | | | CAP for the PEO | | | | | | 4,987,034 | | | | a | Equity compensation grant date and year-end fair value for time-vesting awards was determined by the closing stock price on the date of grant or year-end, as applicable. | | | | | | | | | b | Stock Award Adjustments in determining CAP: | | | | | | | | | Year | | Year-end Fair Value of Equity Awards Granted in the Year that are Unvested | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year-over-Year Change in Fair Value of Equity Award Granted in Prior Years that Vested in the Year | Prior Year-end Fair Value of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2023 | | 3,088,246 | (783,245) | — | (886,127) | — | — | 1,418,874 |

  136. Pay Versus Performance

    | 4 | Represents the average total compensation of our non-PEO named executive officers as shown in the SCT for the respective year. | | | | | | | | | 5 | To arrive at the Average 2023 CAP for our non-PEO named executive officers, total compensation as reported in the 2023 SCT was adjusted for the following: | | | | | | | | | Average of SCT Total Compensation for Non-PEO Named Executive Officers | | | | | | 2,113,640 | | | | | less: Reported Value of Stock Awards in the SCTa | | | | | 827,266 | | | | | plus: Stock Award Adjustmentsa,b | | | | | 386,066 | | | | | less: Change in Actuarial Present Value of Defined Benefit and Pension Plans as Reported in the SCT | | | | | 23,894 | | | | | plus: Aggregate Service Cost and Prior Service Costs on Defined Benefit and Pension Plans | | | | | — | | | | Average CAP for the Non-PEO Named Executive Officers | | | | | | 1,648,546 | | | | a | Equity compensation grant date and year-end fair value for time-vesting awards was determined by the closing stock price on the date of grant or year-end, as applicable. | | | | | | | | | b | Stock Award Adjustments in determining CAP: | | | | | | | | | Year | | Year-end Fair Value of Equity Awards Granted in the Year that are Unvested | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year-over-Year Change in Fair Value of Equity Award Granted in Prior Years that Vested in the Year | Prior Year-end Fair Value of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2023 | | 761,063 | (174,537) | — | (200,460) | — | — | 386,066 |

  137. Pay Versus Performance

    6 Represents value of $100 invested in company stock on December 31, 2019, as of December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023, assuming dividends are reinvested in company stock at the frequency paid. 7 Represents the value of $100 invested in the compensation peer group company stock on December 31, 2019, as of December 31, 2020, December 31, 2021, December 31, 2022, and December 31, 2023, assuming dividends are reinvested in the compensation peer group stock at the frequency paid. Returns of each peer group company are weighted according to the peer group company’s market capitalization at the beginning of the period. Our compensation benchmarking peer group companies for 2020, 2021, 2022 and 2023 included:

  138. Pay Versus Performance

    | 2020 and 2021 | | | 2022 and 2023* | | | | Alliant Energy | | | Alliant Energy | | | | Ameren Corporation | | | Ameren Corporation | | | | Atmos Energy Corporation | | | Atmos Energy Corporation | | | | Black Hills Corporation | | | Black Hills Corporation | | | | CMS Energy Corporation | | | CMS Energy Corporation | | | | Dycom Industries, Inc. | | | Dycom Industries, Inc. | | | | EMCOR Group, Inc. | | | EMCOR Group, Inc. | | | | Evergy, Inc. | | | Evergy, Inc. | | | | Granite Construction Incorporated | | | Granite Construction Incorporated | | | | Jacobs Engineering Group Inc. | | | KRB, Inc. | | | | KRB, Inc. | | | Martin Marietta Materials, Inc. | | | | Martin Marietta Materials, Inc. | | | MasTec, Inc. | | | | MasTec, Inc. | | | MYR Group, Inc.* | | | | NiSource Inc. | | | NiSource Inc. | | | | Pinnacle West Capital Corporation | | | Pinnacle West Capital Corporation | | | | Portland General Electric Company | | | Portland General Electric Company | | | | Quanta Services, Inc. | | | Quanta Services, Inc. | | | | Southwest Gas Holdings, Inc. | | | Southwest Gas Holdings, Inc. | | | | Summit Materials, Inc. | | | Summit Materials, Inc. | | | | Vulcan Materials Company | | | Vulcan Materials Company | | | | WEC Energy Group, Inc. | | | WEC Energy Group, Inc. | | | | *Jacobs Engineering Group, Inc. was replaced with MYR Group Inc. in 2022 due to size. | | | | | | | Total stockholder return for the peer group companies were as follows: | | | | | | | | 12/31/2019 | 12/31/2020 | 12/31/2021 | 12/31/2022 | 12/31/2023 | | 2020 & 2021 Peer Group | $100.00 | $101.04 | $128.00 | $124.22 | $136.60 | | 2022 & 2023 Peer Group | $100.00 | $100.01 | $126.85 | $123.90 | $136.68 |

  139. Pay Versus Performance

    8 Represents GAAP Net Income reported for the company in 2020, 2021, 2022 and 2023. 9 Business segment earnings represent the earnings generated by our strategic business units lead by our non-corporate executives. The combined earnings of each of these strategic business units plus results of activities classified as Other and Discontinued Operations reflect net income as reported in our financial statements as follows:

  140. Pay Versus Performance

    | | 2023 | 2022 | 2021 | 2020 | | Electric & Natural Gas Distribution | 120,079 | 102,248 | 103,502 | 99,650 | | Pipeline | 46,918 | 35,288 | 40,896 | 37,012 | | Construction Services | 137,230 | 124,781 | 109,402 | 109,721 | | Construction Materials & Contracting | (18,456) | 116,220 | 129,755 | 147,325 | | Business Segment Earnings1 | 285,771 | 378,537 | 383,555 | 393,708 | | Other | 128,936 | (11,048) | (5,424) | (3,503) | | Net Income | 414,707 | 367,489 | 378,131 | 390,205 | | 1 Business Segment Earnings includes earnings from continuing and discontinued operations associated with each business segment. | | | | | | Business Segment Earnings | 285,771 | 378,537 | 383,555 | 393,708 | | Adjustments approved by the Compensation Committee for Incentive Purposes | 2,399 | 612 | 1,655 | 862 | | Business Segment Earnings for Incentive Purposes2 | 288,170 | 379,149 | 385,210 | 394,570 | | 2 Business Segment Earnings are adjusted for certain events approved by the compensation committee. Business Segment Earnings for incentive compensation purposes. | | | | |

  141. Descriptions of the Information Presented in the Pay Versus Performance Table

    Descriptions of the Information Presented in the Pay Versus Performance Table We are providing the following graphics to illustrate the relationship between our PEO CAP and our non-PEO named executive officers’ CAP as a group and company performance, as set forth and described in and under the “Pay Versus Performance” table, including the company’s cumulative TSR, net income and Business Segment Earnings. In addition, we are providing a graphic to illustrate the relationship between the company’s cumulative TSR and our compensation benchmarking peer group’s cumulative TSR.