DEF 14A of Knife River Corp
Filed Apr 7, 2025 · FY20240001955520-25-000026
Director Nominees
Director Nominees The board recommends a vote FOR the election of each of the following Class II director nominees. Additional information about each director’s background and experience, including those directors not up for election this year, can be found in the section entitled “Election of Directors.”
Director Nominees
| Name | Age | Director Since | Primary Occupation | Board Committees | | Patricia Chiodo | 59 | 2024 | Former Chief Financial Officer of Verra Mobility Corporation | • Audit • Compensation | | Patricia L. Moss | 71 | 2023 | Former President and Chief Executive Officer of Cascade Bancorp | • Audit (Chair) • Compensation | | William J. Sandbrook | 67 | 2023 | Former President and Chief Executive Officer of U.S. Concrete, Inc. | • Audit • Nominating and Governance (Chair) |
Director Nominees
| ■ | Compensation Highlights |
Director Nominees
| The company’s executive compensation program is based on providing market competitive compensation opportunities to attract top talent focused on achievement of short and long-term business results. Our compensation program is structured to align compensation with the company’s financial performance as a substantial portion of our executive compensation and is directly linked to performance-based incentive awards. Our compensation practices are designed to ensure alignment between the interests of stockholders and our executives as well as effective compensation governance. | | ■For 2024, over 80% of our chief executive officer’s target compensation and approximately 70% of our other named executive officers’ target compensation was at risk. | | ■For 2024, 100% of our named executive officers’ annual cash incentive and 65% of their long-term incentive are performance-based and tied to performance against pre-established, specific, measurable goals. Time-vesting restricted stock units (RSUs) represent 35% of our named executive officers’ long-term incentive and require the executive to remain employed with the company through the vesting period. |
ITEM 1. ELECTION OF DIRECTORS
ITEM 1. ELECTION OF DIRECTORS The board currently consists of seven directors divided into three classes, as nearly equal in number as reasonably possible. Under our amended and restated bylaws (our bylaws) and amended and restated certificate of incorporation, until the annual meeting of stockholders in 2027, our board will be divided into three classes, with each class consisting, as nearly as may be possible, of one-third of the total number of directors. The directors designated as Class II directors have terms expiring at the annual meeting and are up for re-election at the annual meeting for a two-year term to expire at the 2027 annual meeting of stockholders. The directors designated as Class III directors have terms expiring at the 2026 annual meeting of stockholders and will be up for re-election at that meeting for a one-year term to expire at the 2027 annual meeting of stockholders. The directors designated as Class I directors have terms expiring at the 2027 annual meeting. Commencing with the 2027 annual meeting of stockholders, the board will no longer be classified, and all directors will be elected annually and for a term of office to expire at the next succeeding annual meeting of stockholders. The current members of the classes are divided as follows:
ITEM 1. ELECTION OF DIRECTORS
| Class II terms expire at the 2025 annual meeting: | | Patricia Chiodo | | Patricia L. Moss | | William J. Sandbrook | | Class III terms expire at the 2026 annual meeting: | | Karen B. Fagg | | Brian R. Gray | | Class I terms expire at the 2027 annual meeting: | | German Carmona Alvarez | | Thomas W. Hill |
ITEM 1. ELECTION OF DIRECTORS
The number of directors may be fixed by resolution adopted from time to time by the board. Any vacancies or newly created directorships may be filled only by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director. Each director shall hold office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal, retirement or disqualification. The board has affirmatively determined each director nominee is independent in accordance with SEC and NYSE rules, our 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 three Class II director nominees named below unless you indicate in the proxy that your vote should be cast against any or each of the director nominees or that you abstain from voting. Each nominee elected as a director will continue in office until his or her successor has been duly elected and qualified or until his or her earlier death, resignation, removal, retirement or disqualification. Cumulative voting in the election of directors is not permitted and a stockholder cannot vote for more than three nominees. The three nominees for election to the board as Class II directors at the annual meeting, each proposed by the board upon recommendation of the nominating and governance committee, are listed below with brief biographies, along with brief biographies of those directors not up for election this year. The nominees’ and continuing directors’ ages are current as of December 31, 2024.
ITEM 1. ELECTION OF DIRECTORS
| The board of directors recommends that the stockholders vote “FOR” the election of each nominee. |
ITEM 1. ELECTION OF DIRECTORS
Brokers may not vote your shares on the election of directors if you have not given your broker specific instructions on how to vote. Please be sure to give specific voting instructions to your broker so your vote can be counted. A nominee for director will be elected if the number of shares voted “FOR” such nominee’s election exceeds 50% of the number of votes cast with respect to that nominee’s election. Abstentions will have no effect on this proposal. Broker non-vote shares are not entitled to vote on this proposal and, therefore, are not counted in the vote.
Director Nominees
Director Nominees
Class II Directors with Terms Expiring at the 2025 Annual Meeting
Class II Directors with Terms Expiring at the 2025 Annual Meeting
Class II Directors with Terms Expiring at the 2025 Annual Meeting
| | Patricia Chiodo | | | | | Age: | Independent Director Since: | Committees: | | | 59 | 2024 | Audit | | | | | Compensation | | Key Contributions to the Board: With substantial experience in both public and private companies, Ms. Chiodo contributes financial acumen and operational understanding in mergers and acquisitions, corporate strategy, risk management, financial reporting, capital markets, and investor relations. Ms. Chiodo also provides insight on employee recruitment and development, and compensation. | | | | | Professional Highlights •Chief financial officer of Verra Mobility Corporation, a publicly traded smart mobility technology solutions and services company, from June 2015 to July 2022. •Co-president and chief financial officer of Origami Owl, LLC, a custom jewelry company, from September 2013 to April 2015. •Chief financial officer and senior vice president of RSC Holdings, Inc., formerly a publicly traded construction and industrial equipment rental company, from October 2010 to April 2012; vice president and controller from April 2005 to August 2010; and assistant controller from 2002 to April 2005. Other Experience: •Director of UNS Energy Corporation, a vertically integrated utility services holding company, since February 2022, and chair of the audit committee since July 2024. •Director of Embark Technology, Inc., formerly a publicly traded autonomous trucking software company, from September 2021 to August 2023, including chair of the audit committee and a member of the compensation committee. •Director of the advisory board of The Crosby Group, a lifting and rigging equipment company, from June 2019 to January 2023, including a member of the audit committee. •Director of Acme Lift Company, LLC, a wholesale rental equipment company, from March 2013 to March 2015. | | | |
Class II Directors with Terms Expiring at the 2025 Annual Meeting
| | Patricia L. Moss | | | | | Age: | Independent Director Since: | Committees: | | | 71 | 2023 | Audit (Chair) | | | | | Compensation | | Key Contributions to the Board: With substantial experience in the finance and banking industry, including service on the boards of public banking and investment companies, Ms. Moss contributes broad knowledge of finance, business development, human resources, and compliance oversight, as well as public company governance to the board. Through her business experience and knowledge of the Pacific Northwest, Ms. Moss also provides insight on state, local, and regional economic and political issues where a significant portion of our operations and employees are located. | | | | | Professional Highlights •President and chief executive officer of Cascade Bancorp, a financial holding company, from 1998 to January 2012; chief executive officer of Cascade Bancorp’s principal subsidiary, Bank of the Cascades, from 1998 to January 2012, serving also as president from 1998 to 2003; and chief operating officer, chief financial officer and secretary of Cascade Bancorp from 1987 to 1998. Other Experience: •Former director of publicly traded MDU Resources, an energy delivery and construction services business, from November 2003 until May 2023. •Vice chair of the Oregon Investment Council, which oversees the investment and allocation of all state of Oregon trust funds, from December 2018 to March 2021, including a member of the investment committee. •Director of First Interstate BancSystem, Inc., a publicly traded financial services holding company, since May 2017, including a member of the compensation and human capital committee, and the governance and nominating committee. •Director of Cascade Bancorp and Bank of the Cascades from 1993, and vice chair from January 2012 until May 2017, when Cascade Bancorp merged into First Interstate BancSystem, Inc., and became First Interstate Bank. •Chair of the Bank of the Cascades Foundation Inc. from 2014 to July 2018; co-chair of the Oregon Growth Board, a state board created to improve access to capital and create private-public partnerships, from May 2012 through December 2018. •A former member of the Board of Trustees for the Aquila Group of Funds, whose core business is mutual fund management and provision of investment strategies to fund shareholders, from January 2002 to May 2005 (one fund) and from June 2015 to 2024 (three funds). •Former director of the Oregon Investment Fund Advisory Council, a state-sponsored program to encourage the growth of small businesses in Oregon; the Oregon Business Council, with a mission to mobilize business leaders to contribute to Oregon’s quality of life and economic prosperity; the North Pacific Group, Inc., a wholesale distributor of building materials, industrial, and hardwood products; and Clear Choice Health Plans Inc., a multi-state insurance company. Other Current Public Boards: •First Interstate BancSystem, Inc. | | | |
Class II Directors with Terms Expiring at the 2025 Annual Meeting
| | William J. Sandbrook | | | | | Age: | Independent Director Since: | Committees: | | | 67 | 2023 | Audit | | | | | Nominating and Governance (Chair) | | Key Contributions to the Board: With over 30 years of experience in mining, building materials, construction industries, and public companies, Mr. Sandbrook brings critical knowledge of the construction materials and contracting industry to the board. Mr. Sandbrook also contributes strong business leadership and management capabilities and insights through his various roles as CEO. | | | | | Professional Highlights •President of U.S. Concrete, Inc., formerly a publicly traded construction materials supplier, from August 2011 to April 2019; CEO and director from August 2011 to April 2020; director from April 2020 to May 2021; chairman of its board of directors from May 2018 to April 2020; and vice chairman from September 2017 to May 2018. •Chief executive officer of Oldcastle Inc.’s Products and Distribution Group, an integrated supplier of construction materials and services, from June 2008 to August 2011; chief executive officer of Oldcastle’s Architectural Products Group, responsible for Oldcastle’s U.S. and Canadian operations, as well as CRH plc’s business in South America, from 2006 to June 2008; and president of Oldcastle Materials West Division from 2003 to 2006. •Chairman and Co-CEO of Andretti Acquisition Corp., formerly a publicly traded special purpose acquisition company, from January 2022 to April 2024. •Executive chairman and chairman of the board of Andretti Acquisition Corp. II, a publicly traded special purpose acquisition company, since September 2024.1 Other Experience: •Director of Comfort Systems USA, Inc., a publicly traded mechanical, electrical, and plumbing services provider, since April 2018, where he previously served as a member of the audit committee, and currently serves as a member of the compensation and human capital and nominating, governance and sustainability committees. •Chair of the National Ready Mixed Concrete Association, an industry association, from March 2019 to March 2020. Mr. Sandbrook was awarded the William B. Allen award from the National Ready Mixed Concrete Association in March 2018 in recognition of his commitment to the concrete industry. •Inducted to the Pit & Quarry Hall of Fame in 2018, which recognizes individuals who have made significant contributions to the aggregate industry. Other Current Public Boards: •Comfort Systems USA, Inc. •Andretti Acquisition Corp. II (a special purpose acquisition company) | | | | | 1 Mr. Sandbrook serves as executive chairman and chairman of the board of Andretti Acquisition Corp. II, a special purpose acquisition company (SPAC). Our board does not consider Mr. Sandbrook to be an executive officer of a publicly-traded company given that his service as executive chairman of a SPAC does not require the same time commitment as being an executive officer of a typical publicly-traded company. | | | |
Directors Continuing in Office
Directors Continuing in Office
Class III Directors with Terms Expiring at the 2026 Annual Meeting
Class III Directors with Terms Expiring at the 2026 Annual Meeting
Class III Directors with Terms Expiring at the 2026 Annual Meeting
| | Karen B. Fagg | | | | | Age: | Independent Director Since: | Committees: | | | 71 | 2023 | Chair of the Board | | | | | Nominating and Governance | | Key Contributions to the Board: Through her management experience and knowledge in the fields of engineering, environment, and energy resource development, including four years as director of the Montana Department of Natural Resources and Conservation and over eight years as president, chief executive officer, and chair of her own transportation and water resources engineering services company, Ms. Fagg contributes experience in responsible natural resource development with an informed perspective of the construction, engineering, and energy industries. She also provides insights on executive leadership, managing enterprise risks, workforce management, and succession planning. | | | | | Professional Highlights •Vice president of DOWL LLC, dba DOWL HKM, an engineering and design firm, from April 2008 until her retirement in December 2011. •President of HKM Engineering, Inc., an engineering and environmental services firm, from April 1995 to June 2000, and chair, chief executive officer, and majority owner from June 2000 through March 2008. HKM Engineering, Inc. merged with DOWL LLC in April 2008. •Employed with MSE, Inc., Butte, Montana, an energy research and development company, from 1976 through 1988, and vice president of operations and corporate development director from 1993 to April 1995. •Director of the Montana Department of Natural Resources and Conservation, the state agency charged with promoting stewardship of Montana’s water, soil, energy, and rangeland resources from 1989 through 1992. Other Experience: •Former director of publicly traded MDU Resources, an energy delivery and construction services business, from November 2005 until May 2023. •Director and member of the quality committee of the Intermountain Health Peaks Region Board, a health care provider, since January 2023. •Director and finance committee chair of the Montana State Fund, the state’s largest workers’ compensation insurance company, from March 2021 to present; Director of SCL Health Montana Regional Board from January 2020 to present, including a term as chair; and member of Carroll College Board of Trustees from 2005 through 2010, and a member of the executive committee from August 2019 through June 2022. •Former member of several regional, state, and community boards, including director of St. Vincent’s Healthcare from October 2003 to October 2009 and January 2016 through January 2020, including a term as chair; director of the Billings Catholic Schools Board from December 2011 through December 2018, including a term as chair; the First Interstate BancSystem Foundation from June 2013 to 2016; the Montana Justice Foundation from 2013 to 2015; Montana Board of Investments from 2002 through 2006; Montana State University’s Advanced Technology Park from 2001 to 2005; and Deaconess Billings Clinic Health System from 1994 to 2002. | | | |
Class III Directors with Terms Expiring at the 2026 Annual Meeting
| | Brian R. Gray | | | | Age: | Director Since: | | | 54 | 2023 | | | | President and Chief Executive Officer | | Key Contributions to the Board: Serving as president and chief executive officer of Knife River Corporation since 2023, Mr. Gray is the only officer of the company that serves on our board. With over 30 years of experience at the company, he brings industry experience to the board, as well as extensive knowledge of our company and its business operations. He contributes valuable insight into management’s views and perspectives and the day-to-day operations of the company. | | | | Professional Highlights •President of the company since March 2023 and chief executive officer since May 2023. Mr. Gray led the implementation of Knife River’s EDGE strategy - the company’s plan for driving long-term, profitable growth - and continues to lead the execution of the strategy. As CEO, Mr. Gray champions the company’s four core values: People, Safety, Quality and the Environment, and has been instrumental in applying those values to the company’s sustainable business practices. •Region president of the company’s Northwest segment from January 2012 to December 2022, where he led the acquisition of eight companies and was influential in the development of the Knife River Training Center and corporate-wide safety, training and sustainability programs. Mr. Gray also established the company’s coaching clinic, its “Life at Knife” recruiting effort and the expansion of its Training and Development department. Other Experience: •Member of the board of directors of the National Ready Mixed Concrete Association, an industry association, since March 2022; member of the board of directors from March 2018 to March 2021; member of the executive committee for one-year terms from 2020 to 2021, 2022 to 2023, and a new term for 2024 to 2025. •Member of the board of directors of Oregon State University’s Construction Education Foundation from 2012 to present; president for a one-year term in 2022; and vice president for a one-year term in 2020. Mr. Gray was inducted as a member of the academy of distinguished engineers and was the recipient of the Oregon Stater Award in 2022, which recognizes alumni who have a profound impact on the engineering profession. •Member of the board of directors of the Associated General Contractors Oregon-Columbia chapter, an industry association, since 2007; president from 2017 to 2018; first vice president from 2016 to 2017; second vice president from 2015 to 2016; and secretary from 2014 to 2015. | | |
Class I Directors with Terms Expiring at the 2027 Annual Meeting
Class I Directors with Terms Expiring at the 2027 Annual Meeting
Class I Directors with Terms Expiring at the 2027 Annual Meeting
| | German Carmona Alvarez | | | | | Age: | Independent Director Since: | Committees: | | | 56 | 2023 | Audit | | | | | Compensation (Chair) | | Key Contributions to the Board: With over 30 years of global experience managing financial statements and functional areas and 15 years of global experience in the building materials industry, Mr. Carmona Alvarez brings broad industry expertise to the board. Mr. Carmona Alvarez also contributes experience and expertise in human capital management, digital and information technology, finance, and mergers and acquisitions. | | | | | Professional Highlights •Global president of digital consulting of Wood PLC, Aberdeen, United Kingdom, a consulting and engineering company, since January 2023, and global president of applied intelligence from August 2021 through December 2022. Director of Wood PLC USA, Houston, Texas, the United States affiliate of Wood PLC, since 2022. •Senior vice president and global digital practice leader of NEORIS, a technology and digital strategy consulting firm with presence in 27 countries focusing on the design strategy and execution of agile digital transformation programs, from March 2019 to July 2021. •Executive vice president of finance, information technology and shared services of CEMEX Inc., a global building materials company from 2016 to 2019; senior vice president of continuous improvement and commercial strategy from 2014 to 2016; senior vice president of aggregates and mining resources from 2012 to 2014; global vice president of organization, compensation and benefits from 2009 to 2012; global vice president of human resources planning and development from 2006 to 2009; corporate vice president of human capital from 2004 to 2006. •Senior principal of strategy and transformation of The Boston Consulting Group, a general management consulting firm that practices in business strategy, from 2000 to 2004. Other Experience: •Former director of publicly traded MDU Resources, an energy delivery and construction services business, from November 2022 until May 2023. •Former board chair of Strata.ai, a strategy and venture building firm focused on decision science, artificial intelligence and augmented reality, from 2020 to 2022. •Former board of trustees of ITESM/Tec Milenio, a private institution of higher education, from 2010 to 2017. | | | |
Class I Directors with Terms Expiring at the 2027 Annual Meeting
| | Thomas W. Hill | | | | | Age: | Independent Director Since: | Committees: | | | 68 | 2024 | Compensation | | | | | Nominating and Governance | | Key Contributions to the Board: With over 40 years of experience in aggregate, asphalt, cement, and ready-mix, Mr. Hill brings strong business leadership, supports disciplined and strategic growth, and has extensive experience in capital markets and capital allocation strategy. Mr. Hill also contributes experience in corporate governance, overseeing enterprise risk management, and employee recruitment and engagement. | | | | | Professional Highlights •Founder of Summit Materials, Inc., formerly a publicly traded integrated supplier of construction materials; president and chief executive officer, including a member of the board of directors from August 2009 to September 2020; senior advisor from September 2020 to December 31, 2020; and served as a consultant from January 2021 to July 2023. •Chief executive officer of Oldcastle, Inc., an integrated supplier of construction materials and services, from July 2006 to July 2008; chief executive officer of the materials division, Oldcastle Materials, Inc., from January 2000 to July 2006; and president from 1991 to January 2000. Other Experience: •Former director of CRH plc, an integrated supplier of aggregates, cement, asphalt, ready-mixed concrete, and paving and construction services, Dublin, Ireland, from 2002 to June 2008. •Research and consulting services to Firstlight Management, LP, an investment fund, from June 2022 to February 2024. •Former treasurer of the National Asphalt Pavement Association, the National Stone Association (now National Stone, Sand and Gravel Association), and the American Road and Transportation Builders Association, including chair from 2002 to 2004, all industry associations. •Inducted to the Pit & Quarry Hall of Fame in 2024, which recognizes individuals who have made significant contributions to the aggregate industry. | | | |
Director Compensation for 2024
Director Compensation for 2024 Our non-employee directors are compensated for their service according to the Knife River Corporation Director Compensation Policy. Only one company employee, Brian R. Gray, the company’s president and chief executive officer, serves as a director. Mr. Gray receives no additional compensation for his service on the board. Director compensation is reviewed annually by the compensation committee. The compensation committee’s independent compensation consultant provided an analysis of the company’s director compensation for 2024. The May 2024 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, which was comprised of the same companies used for purposes of benchmarking compensation for our named executive officers. The independent compensation consultant, Meridian, prepared a report on director compensation which indicated the company’s average annual cash and equity compensation for the company’s non-employee directors ranked above the 75th percentile of the company’s peer group. The Director Compensation Policy in effect from January 1, 2024 to May 14, 2024 provided that non-employee directors receive an annual fully-vested stock grant on a calendar year basis, following the board’s regularly scheduled meeting in November. Effective as of May 15, 2024, the board revised the Director Compensation Policy to provide for equity compensation in the form of RSUs. In May 2024, the board determined the annual cash and revised form of equity compensation for the company’s non-employee directors was appropriate and set the annual compensation of non-employee directors effective as of May 15, 2024, as follows:
Board Chair/Committee Chair Fees
| Name | | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(6) | All Other Compensation ($)(2) | Total ($) | | German Carmona Alvarez | | 125,000 | 205,650 | 103 | 330,753 | | Patricia Chiodo(3) | | 56,222 | 137,500 | 60 | 193,782 | | Thomas Everist(4) | | 107,733 | — | 43 | 107,776 | | Karen B. Fagg | | 235,000 | 239,925 | 103 | 475,028 | | Thomas W. Hill(5) | | 64,167 | 150,000 | 69 | 214,236 | | Patricia L. Moss | | 130,000 | 205,650 | 103 | 335,753 | | William J. Sandbrook | | 119,435 | 205,650 | 103 | 325,188 | | (1) | The amounts reflected in the column represent the aggregate grant date fair value of the prorated common stock award and the RSUs granted to our directors in 2024. The grant date fair value is calculated in accordance with generally accepted accounting principles for stock-based compensation in Accounting Standards Codification Topic 718 and as described in Note 12 of our audited financial statements in our 2024 Form 10-K. 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 paid 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) | Ms. Chiodo was appointed to the board on June 27, 2024. The fees and RSUs reflected in the table are prorated for her service in 2024. | | | | | | (4) | Mr. Everist did not stand for reelection to the board at the 2024 annual meeting of stockholders. Mr. Everist received cash, in lieu of a prorated common stock award, for his service on the board from January 1, 2024 to May 14, 2024 because he was not an active member of the board on May 15, 2024 and therefore not eligible to receive an equity award. | | | | | | (5) | Mr. Hill was elected to the board at the 2024 annual meeting of stockholders on May 14, 2024. The fees reflected in the table are prorated for his service in 2024. | | | | | | (6) | The number of RSUs outstanding for each of our non-employee directors as of December 31, 2024, is as follows: | | | | |
Pay for Performance
Pay for Performance To ensure management’s interests are aligned with those of our stockholders and the performance of the company, the majority of the CEO’s and the other named executive officers’ compensation is dependent on the achievement of company performance targets and long-term incentives. The charts below show the 2024 pay mix for the CEO and average 2024 pay mix of the other named executive officers, including base salary and the annual cash and long-term incentives at target.
Compensation Practices
| What We Do | | | ☑ | Pay for Performance - Annual cash incentive and the performance share award portion of the long-term incentive are tied to performance measures set by the compensation committee and comprise the largest portion of executive compensation. | | ☑ | Independent Compensation Committee - All members of the compensation committee meet the independence standards under the NYSE listing standards and the SEC rules. | | ☑ | Independent Compensation Consultant - The compensation committee retains an independent compensation consultant to evaluate executive compensation plans and practices. | | ☑ | Competitive Compensation - Executive compensation reflects executive performance, experience, relative value compared to other positions within the company, relationship to competitive market value compensation, corporate and business segment economic environment, and the actual performance of the company against pre-established goals. | | ☑ | Annual Cash Incentive - Payment of annual cash incentive awards is based on overall pre-established annual company performance measures of Adjusted EBITDA, total recordable incident rate (TRIR) and lost time incident rate (LTIR). | | ☑ | Long-Term Equity Incentive - 2024 long-term incentive awards may be earned at the end of a three-year period. Payment of performance share awards (PSAs), which represent 65% of each named executive officer’s long-term incentive, are based on the achievement of pre-established performance measures. Payment of RSUs, which represent 35% of each named executive officer’s long-term incentive, are based on retention of the executive at the end of the three-year period. All long-term incentives are settled with shares of common stock, which promotes stock ownership by our named executive officers and aligns their interests with those of stockholders. | | ☑ | Balanced Mix of Pay Components - The target compensation mix represents a balance of annual cash and long-term equity-based compensation. | | ☑ | Double-Trigger Change in Control Severance Plan - We maintain reasonable severance practices in line with market practices, including double-trigger change in control provisions in the Change in Control Severance Plan adopted in August of 2024 and in employee equity awards granted after adoption of the Change in Control Severance Plan. | | ☑ | Annual Compensation Risk Analysis - Risks related to our compensation programs are regularly analyzed through an annual compensation risk assessment. | | ☑ | Stock Ownership and Retention Requirements - Executive officers are required to own, within five years of appointment or promotion, company common stock equal to a multiple of their base salary. Our CEO is required to own stock equal to six times his base salary, and the other named executive officers are required to own stock equal to two or three times their base salary. Equity incentive awards that have vested into shares of common stock must also be held until stock ownership requirements are met, less any shares that are withheld to cover tax withholding obligations upon the vesting of such awards. | | ☑ | Clawback Policy - If the company’s audited financial statements are restated due to any material noncompliance with the financial reporting requirements under the securities laws, the company is required to pursue recoupment of certain “erroneously awarded” compensation paid to our executive officers. | | What We Do Not Do | | | ☒ | Stock Options - The company does not use stock options as a form of incentive compensation. | | ☒ | Employment Agreements - Executives do not have employment agreements entitling them to continued employment or specific payments upon termination. | | ☒ | Perquisites - Executives do not receive perquisites that materially differ from those available to employees in general. | | ☒ | Hedge Stock - Executives are not allowed to hedge company securities. | | ☒ | Pledge Stock - Executives are not allowed to pledge company securities in margin accounts or as collateral for loans. | | ☒ | No Dividends or Dividend Equivalents on Unvested Shares - We do not provide for payment of dividends or dividend equivalents on unvested share awards. | | ☒ | Tax Gross-Ups - Executives do not receive tax gross-ups on their compensation. |
Allocation of Total Target Compensation for 2024
| NEO | Base Salary ($) | Target Annual Cash Incentive as a % of Base Salary | Target Long-Term Equity Incentive as a % of Base Salary | Total Target Compensation ($) | | Brian R. Gray | 880,000 | 115% | 375% | 5,192,000 | | Nathan W. Ring | 525,000 | 75% | 170% | 1,811,250 | | Trevor J. Hastings | 525,000 | 75% | 170% | 1,811,250 | | Karl A. Liepitz | 475,000 | 75% | 170% | 1,638,750 | | Nancy K. Christenson | 400,000 | 60% | 100% | 1,040,000 |
Annual Base Salary
Annual Base Salary We provide our named executive officers a base salary at a sufficient level to attract and retain executives with the knowledge, skills, and abilities necessary to successfully execute their job responsibilities. Consistent with our compensation philosophy of linking pay to performance, our named executive officers receive a relatively smaller percentage of their overall target compensation in the form of base salary. In establishing base salaries, the compensation committee considers each named executive officer’s individual performance, the scope and complexities of their responsibilities, internal equity, and whether the base salary is competitive as measured against the base salaries of similarly situated executives in our compensation peer group and market compensation data. The compensation committee reviews the base salaries payable to our named executive officers on an annual basis to ensure they remain competitive. The compensation committee considered information provided in a November 2023 compensation study when determining the base salaries of the company named executive officers for 2024. In November 2023, the compensation committee approved larger increases for Messrs. Gray and Ring and Ms. Christenson to establish their salary levels more in line with the median salaries of similar roles within our peer group.
Annual Cash Incentive Awards
Annual Cash Incentive Awards We are committed to linking our annual cash incentive awards for our named executive officers to performance by rewarding achievement of financial performance measures and ensuring our named executive officers are focused and accountable for our growth and profitability. The performance measures selected by the compensation committee are designed to ensure that compensation paid to the named executive officers reflects the success of Knife River. In February 2024, the compensation committee approved a target annual cash incentive award for each named executive officer based on a percentage of each named executive officer’s base salary and approved the annual cash incentive performance measures, which were applicable to all named executive officers, as well as the threshold, target and maximum award opportunity levels.
Annual Cash Incentive Awards
| NEO | 2024 Target Annual Cash Incentive % of Annual Base Salary | 2023 Target Annual Cash Incentive % of Annual Base Salary | | Brian R. Gray | 115% | 115% | | Nathan W. Ring | 75% | 75% | | Trevor J. Hastings | 75% | 75% | | Karl A. Liepitz | 75% | 75% | | Nancy K. Christenson | 60% | 60% |
Annual Cash Incentive Awards
The applicable performance metrics, weightings and other award details for each named executive officer are also described in more detail below.
Annual Cash Incentive Awards
| Metric | Weighting | Definition/Notes | | Adjusted EBITDA | 90% | Adjusted EBITDA is a non-GAAP financial measure and is defined in this context as net income before interest expense (net of interest income), income taxes and depreciation, depletion and amortization expense, adjusted to exclude unrealized gains (losses) on benefit plan investments, stock-based compensation expense, one-time Separation costs, transaction costs incurred for acquisitions, divestitures or other strategic transactions not included in the plan, asset sale gains (losses), multiemployer pension plan withdrawal liabilities and certain other non-operating items. | | TRIR | 5% | Measure of incidents that result in an employee injury requiring medical treatment beyond first aid divided by total hours worked. | | LTIR | 5% | Measure of incidents that result in an employee not being able to return to work for their next scheduled shift divided by total hours worked. |
Performance Targets and Payout Ranges
Performance Targets and Payout Ranges To determine the payout associated with each performance metric, the actual performance results are compared to the target performance metric, which results in the percent of target achieved. The payout percentages for actual performance between the specified threshold, target and maximum performance levels is interpolated on a straight-line basis. Achievement of results below the established threshold result in no payout. For the safety metrics, the lower the number, the higher the payout percentage. The threshold, target and maximum performance levels as well as the associated payout opportunity are depicted in the following chart.
Performance Targets and Payout Ranges
| | Threshold | | | Target | | | Maximum | | | | Performance Measure | Results | | Payout % | Results | | Payout % | Results | | Payout % | | Adjusted EBITDA | $325.5 | million | 50% | $434.0 | million | 100% | $477.4 | million | 200% | | TRIR | 2.40 | | 50% | 2.10 | | 100% | 1.84 | | 200% | | LTIR | 0.91 | | 50% | 0.55 | | 100% | 0.26 | | 200% |
2024 Performance Results
| Performance Measure | Approved Results | | Payout Percentage | % of Award Opportunity Payout | Weighted Award Opportunity Payout % | | Adjusted EBITDA | $469.5 | million | 181.8% | 90% | 163.6% | | TRIR | 1.89 | | 180.8% | 5% | 9.0% | | LTIR | 0.39 | | 155.2% | 5% | 7.8% | | Total | | | | 100.0% | 180.4% |
2024 Performance Results
| NEO | 2024 Target Annual Cash Incentive ($) | Weighted Award Opportunity Payout % | 2024 Actual Annual Cash Incentive ($) | | Brian R. Gray | 1,012,000 | 180.4% | 1,825,838 | | Nathan W. Ring | 393,750 | 180.4% | 710,399 | | Trevor J. Hastings | 393,750 | 180.4% | 710,399 | | Karl A. Liepitz | 356,250 | 180.4% | 642,742 | | Nancy K. Christenson | 240,000 | 180.4% | 433,005 |
Long-Term Incentives
Long-Term Incentives As discussed in more detail below, all of our named executive officers participated in the 2024 Knife River long-term incentive plan, which consisted of 65% PSAs that align long-term compensation with the achievement of pre-determined financial performance measures and 35% RSUs. The use of PSAs provides for alignment with stockholders’ interests. The RSUs are designed to incentivize retention of our executives and alignment with the interests of our stockholders. Long-term incentive compensation comprised 63.6% of the CEO’s 2024 total target compensation and 47.5% of the average of the other named executive officer’s 2024 total target compensation. Any stock subsequently earned is subject to our stock ownership requirements.
Grant of 2024-2026 Long-Term Equity Incentive Awards
Grant of 2024-2026 Long-Term Equity Incentive Awards On February 22, 2024, the compensation committee determined the target number of PSAs and RSUs to be granted to each named executive officer by dividing the named executive officer’s target long-term award amount by the average of the closing prices of our stock from January 18, 2024 through January 31, 2024, which was $65.00 per share. Based on this price, the compensation committee awarded the following long-term incentive awards:
Grant of 2024-2026 Long-Term Equity Incentive Awards
| NEO | | Base Salary ($) | Target Long-Term Incentive of Base Salary (%) | Target Long-Term Incentive Value ($) | Target Performance Shares (#)(1) | Time-Based Restricted Stock Units (#)(2) | | Brian R. Gray | | 880,000 | 375% | 3,300,000 | 33,000 | 17,769 | | Nathan W. Ring | | 525,000 | 170% | 892,500 | 8,925 | 4,805 | | Trevor J. Hastings | | 525,000 | 170% | 892,500 | 8,925 | 4,805 | | Karl A. Liepitz | | 475,000 | 170% | 807,500 | 8,075 | 4,348 | | Nancy K. Christenson | | 400,000 | 100% | 400,000 | 4,000 | 2,153 | | (1) | PSAs represent 65% of the total 2024 long-term equity compensation. | | | | | | | (2) | RSUs represent 35% of total 2024 long-term equity compensation. | | | | | |
Grant of 2024-2026 Long-Term Equity Incentive Awards
The PSAs may be earned following a three-year performance period at the rate of 0% to 200% of target, based on the achievement of two equally-weighted performance measures: •Total Stockholder Return (TSR) relative to that of peer companies over the three-year performance period used to measure alignment of the company’s performance relative to a peer group of 36 select companies primarily within the Building Products, Construction & Engineering and Construction Materials Companies in the S&P 1000 Index; and •Adjusted EBITDA margin growth over the three-year performance period to encourage continued operational margin growth and to align with the company’s EDGE strategy. The independent compensation consultant recommended, and the compensation committee approved, this peer group for purposes of the 2024-2026 long-term incentive award as it is a stable, robust group of companies reflective of our company’s size, value, and risk profile. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by revenues. Adjusted EBITDA used to calculate Adjusted EBITDA margin growth for the 2024 awards may be adjusted by the compensation committee to remove: •Gains, losses or impairments on assets sales that are not in the ordinary course of business; •Withdrawal liabilities relating to multiemployer pension plans; and •Costs incurred for acquisitions or mergers above that in the approved plan.
Performance Targets and Payout Ranges
Performance Targets and Payout Ranges To determine the payout associated with each financial measure, the actual performance results are compared to the target performance measure, which results in the percent of target achieved. The payout percentages for actual performance between the specified threshold, target and maximum performance levels is interpolated on a straight-line basis. Achievement of results 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.
Performance Targets and Payout Ranges
| | Threshold | | Target | | Maximum | | | Performance Measure | Results | Payout % | Results | Payout % | Results | Payout % | | Knife River’s relative TSR Percentile Rank | 25th | 50% | 50th | 100% | 75th or higher | 200% | | Adjusted EBITDA Margin growth | 30% of target | 33% | Target | 100% | 200% of target | 200% |
Performance Targets and Payout Ranges
We do not disclose the Adjusted EBITDA margin growth target until payout as such disclosure could result in competitive harm and would reveal information about our long-range financial plan, which is not otherwise public.
Change in Control Severance Plan
Change in Control Severance Plan In August 2024, the compensation committee adopted the Knife River Corporation Change in Control Severance Plan (the “CIC plan”). Under the CIC plan, if a participant’s employment is terminated by the company other than for cause or by the participant for good reason (in each case, as defined in the CIC Plan) and on or within two years following a change in control (as defined in the CIC Plan), the company will pay or provide to the participant the following: (i) a cash amount equal to the participant’s prorated target annual cash incentive for the year of termination, (ii) a cash amount equal to a multiple of the participant’s annual base salary plus the participant’s target annual cash incentive, and (iii) a cash amount equal to a multiple of the annualized premium cost for continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA). Mr. Gray has a multiple of 3x and each of Messrs. Ring, Hastings, and Liepitz, and Ms. Christenson have a multiple of 2x. As a condition to receipt of the severance benefits, the CIC plan requires that each participant execute and not revoke a general release of claims against the company and agree to comply with one-year post-termination non-competition and employee and customer non-solicitation covenants, a two-year post-termination non-disparagement covenant, and a perpetual confidentiality covenant. If any payment or benefits would cause a participant to become subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, then the payments and benefits under the CIC plan will be reduced to the extent required so that the participant would not be subject to the excise tax if such reduction would put the participant in a more favorable after-tax position than if the participant were to pay the excise tax. In connection with the adoption of the CIC plan, the company has changed from “single trigger” to “double trigger” change in control vesting for employee equity awards, commencing with the 2025 equity awards. Commencing with the 2025 employee equity awards, such awards will not automatically vest upon a change in control, but instead will vest upon the grantee’s qualifying termination of employment during a specified period following such change in control.
Compensation Decision Process for 2024
| November 2023 Compensation Committee Meeting | •Received Market Analysis on executive compensation prepared by Meridian •Approved 2024 salary grade structure •Approved base salary, annual and long-term target incentive compensation opportunities for 2024 | | February 2024 Compensation Committee Meeting | •Approved annual cash incentive performance measures for 2024 •Approved grant of 2024-2026 long-term equity-based incentive awards including PSAs and RSUs | | August 2024 Compensation Committee Meeting | •Approved and adopted the CIC Plan | | February 2025 Compensation Committee Meeting | •Approved results and payment of 2024 annual cash incentives |
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant The independent compensation consultant, Meridian, is engaged by and reports to the compensation committee. The compensation committee has determined that Meridian was independent from management and did not present any conflicts of interest in 2024. The compensation committee retains sole authority to hire or terminate Meridian, approve its compensation, determine the nature and scope of services, and evaluate performance. Meridian attends compensation committee meetings, either in person or by video conference, as requested, and communicates with the compensation committee chair between meetings as needed. Meridian makes recommendations regarding, and proposes adjustments to, our executive officer compensation program as it deems appropriate. While Meridian works closely with the appropriate members of our executive management team in performing these activities, Meridian reports directly to the compensation committee and meets on a regular basis without management present. The compensation committee makes all final decisions.
Role of Peer Companies and Competitive Market Data
Role of Peer Companies and Competitive Market Data The compensation committee’s independent consultant aids in the selection of appropriate peer companies for our compensation benchmarking peer group by evaluating potential peer companies in the construction materials, building products, construction and engineering, and other related industries within the material sector which are similar in size in terms of revenues and market capitalization as well as being based in the United States and publicly-traded on a major United States stock exchange. For review of compensation of the CEO, CFO and CLO, the independent compensation consultant used market data from 17 peer companies with median revenues of $2.2 billion. The compensation committee targets each element of compensation for our executive officers at the 50th percentile of the market as determined by the benchmarking analysis, as well as other factors including experience, performance and responsibilities. For positions where peer company proxy data was not available, Meridian used compensation data from the Willis Towers Watson General Industry Executive Compensation Survey of 35 construction materials, construction & engineering, building products and broader material companies.
Role of Peer Companies and Competitive Market Data
| 2024 Compensation Benchmarking Peer Group Companies | | | | Allegion plc | Eagle Materials Inc. | Simpson Manufacturing Co., Inc. | | Arcosa, Inc. | Gibraltar Industries, Inc. | Sterling Infrastructure, Inc. | | Armstrong World Industries, Inc. | Granite Construction Incorporated | Summit Materials, Inc. | | Compass Minerals International, Inc.(1) | Martin Marietta Materials, Inc. | The AZEK Company Inc. | | Construction Partners, Inc. | Masonite International Corporation | Vulcan Materials Company | | Dycom Industries, Inc. | Minerals Technologies Inc. | |
Role of Peer Companies and Competitive Market Data
(1) Peer added in 2024.
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 2024 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 cash 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.
Incentive Award Clawback Policy
Incentive Award Clawback Policy The board has adopted the Incentive Compensation Recovery Policy, effective as of October 2, 2023, in accordance with Rule 10D-1 of the Exchange Act and the corresponding NYSE listing standards. The policy applies to our current and former executive officers as defined in Rule 10D-1, including the named executive officers and will be administered by the compensation committee. In the event we are required to prepare an accounting restatement to correct a material noncompliance with any financial reporting requirement under the securities laws, including restatements that correct an error in previously issued financial statements that is material to the previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the policy provides for the recovery of erroneously awarded incentive-based compensation received by executive officers on or after the policy’s effective date. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement for a restatement.
Summary Compensation Table for 2024
Summary Compensation Table for 2024
Summary Compensation Table for 2024
| Name and Principal Position (a) | | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (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) | | Brian R. Gray President and Chief Executive Officer (CEO) | | 2024 | 880,000 | — | 4,119,361 | 1,825,838 | — | 116,374 | 6,941,573 | | | | 2023 | 658,334 | — | 2,620,279 | 1,644,521 | — | 68,348 | 4,991,482 | | | | 2022 | 359,341 | — | — | 332,717 | — | 72,308 | 764,366 | | Nathan W. Ring Vice President and Chief Financial Officer (CFO) | | 2024 | 525,000 | — | 1,114,035 | 710,399 | — | 80,874 | 2,430,308 | | | | 2023 | 394,408 | — | 661,819 | 624,096 | — | 58,829 | 1,739,152 | | | | 2022 | 302,952 | — | 169,102 | 95,127 | — | 63,077 | 630,258 | | Trevor J. Hastings Vice President and Chief Operating Officer (COO) | | 2024 | 525,000 | — | 1,114,035 | 710,399 | — | 94,674 | 2,444,108 | | | | 2023 | 466,904 | 100,000 | 768,210 | 752,381 | 58,062 | 82,322 | 2,227,879 | | | | 2022 | 400,000 | — | 405,956 | 36,720 | — | 97,478 | 940,154 | | Karl A. Liepitz Vice President, Chief Legal Officer and Secretary (CLO) | | 2024 | 475,000 | — | 1,007,980 | 642,742 | — | 82,736 | 2,208,458 | | | | 2023 | 470,000 | — | 867,663 | 756,879 | 8,525 | 82,428 | 2,185,495 | | | | 2022 | 440,000 | — | 714,491 | 187,110 | — | 100,604 | 1,442,205 | | Nancy K. Christenson Vice President of Administration | | 2024 | 400,000 | — | 499,257 | 433,005 | — | 86,619 | 1,418,881 | | | | 2023 | 326,084 | — | 353,418 | 428,167 | 5,280 | 75,215 | 1,188,164 | | | | 2022 | 280,000 | — | 156,301 | 87,920 | 17,630 | 80,378 | 622,229 | | (1) | Amounts in this column represent the aggregate grant date fair value of RSUs and PSAs at target calculated in accordance with generally accepted accounting principles for stock-based compensation in Accounting Standards Codification Topic 718 and as described in Note 12 of our audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. This column was prepared assuming none of the awards were or will be forfeited. For 2024, the aggregate grant date fair value of the outstanding PSAs assume the highest level of payout would be as follows: | | | | | | | | |
Summary Compensation Table for 2024
| Name | Aggregate Grant Date Fair Value at Highest Payout ($) | | Brian R. Gray | 6,956,866 | | Nathan W. Ring | 1,881,437 | | Trevor J. Hastings | 1,881,437 | | Karl A. Liepitz | 1,702,295 | | Nancy K. Christenson | 843,197 |
Summary Compensation Table for 2024
| (2) Amounts shown for 2024 represent the change in the actuarial present value for the named executive officers’ accumulated benefits under the pension plan and SISP. There were no above-market earnings on deferred compensation in 2024. | | | Name | Accumulated Pension Change ($) | | Brian R. Gray | — | | Nathan W. Ring | — | | Trevor J. Hastings | (35,025) | | Karl A. Liepitz | (5,070) | | Nancy K. Christenson | (100,873) |
Summary Compensation Table for 2024
| (3) All Other Compensation for 2024 is comprised of: | | | | | | | Name | | 401(k) Plan ($)(a) | Nonqualified Deferred Compensation Plan ($)(b) | Life Insurance Premium ($) | Total ($) | | Brian R. Gray | | 27,600 | 88,000 | 774 | 116,374 | | Nathan W. Ring | | 27,600 | 52,500 | 774 | 80,874 | | Trevor J. Hastings | | 41,400 | 52,500 | 774 | 94,674 | | Karl A. Liepitz | | 34,500 | 47,500 | 736 | 82,736 | | Nancy K. Christenson | | 46,000 | 40,000 | 619 | 86,619 | | (a) | Represents Knife River contributions to the 401(k) plan, which includes matching contributions and retirement contributions associated with the frozen pension plan as of December 31, 2009. | | | | | | (b) | Represents Knife River contribution amounts to the DCP, which are approved by the compensation committee. For further information, see the section entitled “Nonqualified Deferred Compensation for 2024.” | | | | |
Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024
| | | | 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) | | | | Brian R. Gray | | (1) | 506,000 | 1,012,000 | 2,024,000 | | | | | | | | | 2/22/2024(2) | | | | 13,695 | 33,000 | 66,000 | | 2,837,505 | | | | 2/22/2024(3) | | | | | | | 17,769 | 1,281,856 | | Nathan W. Ring | | (1) | 196,875 | 393,750 | 787,500 | | | | | | | | | 2/22/2024(2) | | | | 3,704 | 8,925 | 17,850 | | 767,402 | | | | 2/22/2024(3) | | | | | | | 4,805 | 346,633 | | Trevor J. Hastings | | (1) | 196,875 | 393,750 | 787,500 | | | | | | | | | 2/22/2024(2) | | | | 3,704 | 8,925 | 17,850 | | 767,402 | | | | 2/22/2024(3) | | | | | | | 4,805 | 346,633 | | Karl A. Liepitz | | (1) | 178,125 | 356,250 | 712,500 | | | | | | | | | 2/22/2024(2) | | | | 3,351 | 8,075 | 16,150 | | 694,315 | | | | 2/22/2024(3) | | | | | | | 4,348 | 313,665 | | Nancy K. Christenson | | (1) | 120,000 | 240,000 | 480,000 | | | | | | | | | 2/22/2024(2) | | | | 1,660 | 4,000 | 8,000 | | 343,940 | | | | 2/22/2024(3) | | | | | | | 2,153 | 155,317 | | (1) | Annual cash incentive for 2024 granted pursuant to the Knife River Corporation Executive Incentive Compensation Plan. | | | | | | | | | | | (2) | PSAs for the 2024-2026 performance period granted pursuant to the Knife River Corporation Long-Term Performance-Based Incentive Plan. | | | | | | | | | | | (3) | RSUs for the 2024-2026 period granted pursuant to the Knife River Corporation Long-Term Performance-Based Incentive Plan. | | | | | | | | | |
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
Outstanding Equity Awards at Fiscal Year-End 2024
Outstanding Equity Awards at Fiscal Year-End 2024 The following table sets forth information regarding RSUs and PSAs that had not vested for each named executive officer as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year-End 2024
| | | Stock Awards | | | | | Name (a) | | Number of Shares or Units of Stock That Have Not Vested (#) (g)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (h)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)(2) | | Brian R. Gray | | 80,692 | 8,201,535 | 33,000 | 3,354,120 | | Nathan W. Ring | | 20,556 | 2,089,312 | 8,925 | 907,137 | | Trevor J. Hastings | | 23,544 | 2,393,012 | 8,925 | 907,137 | | Karl A. Liepitz | | 26,233 | 2,666,322 | 8,075 | 820,743 | | Nancy K. Christenson | | 10,706 | 1,088,158 | 4,000 | 406,560 | | (1) | Below is a breakdown by year of outstanding RSUs. | | | | |
Outstanding Equity Awards at Fiscal Year-End 2024
| Name | 2023 Award to Vest on December 31, 2025 (#) | 2024 Award to Vest on December 31, 2026 (#) | Total (#) | | Brian R. Gray | 62,923 | 17,769 | 80,692 | | Nathan W. Ring | 15,751 | 4,805 | 20,556 | | Trevor J. Hastings | 18,739 | 4,805 | 23,544 | | Karl A. Liepitz | 21,885 | 4,348 | 26,233 | | Nancy K. Christenson | 8,553 | 2,153 | 10,706 | | (2) Value based on the number of RSUs and PSAs reflected in columns (g) and (i), as applicable, multiplied by $101.64, the year-end per share closing stock price for 2024. | | | | | (3) PSAs that will vest on December 31, 2026, are shown at the target level (100%) based on results for the first year of the performance period being between threshold and target. | | | |
Option Exercises and Stock Vested During 2024
Option Exercises and Stock Vested During 2024
Option Exercises and Stock Vested During 2024
| | | Stock Awards | | | Name (a) | | Number of Shares Acquired on Vesting (#) (d)(1) | Value Realized on Vesting ($) (e)(2) | | Brian R. Gray | | — | — | | Nathan W. Ring | | 4,258 | 432,783 | | Trevor J. Hastings | | 10,223 | 1,039,066 | | Karl A. Liepitz | | 17,993 | 1,828,809 | | Nancy K. Christenson | | 3,935 | 399,953 | | (1) | Reflects RSUs which vested on December 31, 2024, and were settled on February 27, 2025. | | | | (2) | Reflects the value of RSUs based on the closing stock price of $101.64 per share upon the vesting of stock on December 31, 2024. | | |
Pension Benefits for 2024
Pension Benefits for 2024
Pension Benefits for 2024
| Name (a) | | Plan Name (b)(1) | Number of Years Credited Service (#) (c)(2) | Present Value of Accumulated Benefit ($) (d) | | Brian R. Gray | | Pension | n/a | — | | | | SISP | n/a | — | | Nathan W. Ring | | Pension | n/a | — | | | | SISP | n/a | — | | Trevor J. Hastings | | Pension | 13 | 273,185 | | | | SISP | 10 | 344,508 | | Karl A. Liepitz | | Pension | 6 | 32,079 | | | | SISP | n/a | — | | Nancy K. Christenson | | Pension | 32 | 968,801 | | | | SISP | 10 | 785,140 | | (1) | Messrs. Gray and Ring do not participate in the pension plan or SISP. Mr. Hastings and Ms. Christenson participate in the KRC pension plan and the SISP. Mr. Liepitz is a vested term participant in the MDU Resources pension plan. | | | | | (2) | 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 SISP reflects the years toward full vesting of the benefit which is 10 years. | | | |
Pension Benefits for 2024
The amounts shown for the KRC pension plan and SISP represent the actuarial present values of the executives’ accumulated benefits accrued as of December 31, 2024, calculated using: •A 5.29% discount rate for the SISP; •A 5.39% discount rate for the KRC pension plan; •The Society of Actuaries Pri-2012 Total Dataset Mortality with Scale MP-2021 (post commencement only); and •No recognition of pre-retirement mortality. The actuary assumed a retirement age of 60 for the pension and SISP benefits and assumed retirement benefits commence at age 60 for the pension and age 65 for SISP benefits.
Nonqualified Deferred Compensation for 2024
Nonqualified Deferred Compensation for 2024
Potential Payments upon Termination or Change of Control
Potential Payments upon Termination or Change of Control The Potential Payments upon Termination or Change of 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 of control. The scenarios include: •Voluntary or Not for Cause Termination; •Death; •Disability; •Change of Control with Termination; and •Change of Control without Termination. For the named executive officers, the information assumes the terminations or the change of control occurred on December 31, 2024. 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 tables also do 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 a 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 deferred compensation under the Knife River Corporation Executive Incentive Compensation Plan, Knife River Corporation Nonqualified Defined Contribution Plan, or the Knife River Corporation Deferred Compensation Plan. These amounts are shown and explained in the “Nonqualified Deferred Compensation for 2024” table. This table does not include SISP or SISP death benefits. These are explained in the “Pension Benefits for 2024” table.
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:
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 |
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 of Control Table reflect the present value of the disability benefits attributable to the additional $100,000 of base salary recognized for executives under our disability program, subject to the 60% limitation, after reduction for amounts that would be paid as retirement benefits. For Mr. Hastings, who participates in the KRC pension plan, and Mr. Liepitz who is a vested term in the MDU Resources pension plan, the amount represents the present value of the disability benefit after reduction for retirement benefits using a discount rate of 5.39% for the pension plans. Because Ms. Christenson’s retirement benefits are greater than the disability benefit, the amount shown is zero. For Messrs. Gray and Ring who do not participate in the pension plans, the amount represents the present value of the disability benefit without reduction for retirement benefits using the discount rate of 5.29%, which is considered a reasonable rate for purposes of the calculation.
Potential Payments upon Termination or Change of Control Table
Potential Payments upon Termination or Change of Control Table
Potential Payments upon Termination or Change of Control Table
| Executive Benefits and Payments upon Termination or Change of Control | Voluntary or Not for Cause Termination ($) | Death ($) | Disability ($) | Change of Control (With Termination) ($) | Change of Control (Without Termination) ($) | | Brian R. Gray | | | | | | | Compensation: | | | | | | | PSAs | — | — | — | 3,354,120 | 3,354,120 | | RSUs | — | 4,865,676 | 4,865,676 | 8,201,535 | 8,201,535 | | Cash Payments under CIC Plan | — | — | — | 5,900,651 | — | | Benefits and Perquisites: | | | | | | | Disability Benefits | — | — | 478,936 | — | — | | | — | 4,865,676 | 5,344,612 | 17,456,306 | 11,555,655 | | Nathan W. Ring | | | | | | | Compensation: | | | | | | | PSAs | — | — | — | 907,137 | 907,137 | | RSUs | — | 1,230,081 | 1,230,081 | 2,089,312 | 2,089,312 | | Cash Payments under CIC Plan | — | — | — | 1,988,905 | — | | Benefits and Perquisites: | | | | | | | Disability Benefits | — | — | 634,323 | — | — | | | — | 1,230,081 | 1,864,404 | 4,985,353 | 2,996,449 | | Trevor J. Hastings | | | | | | | Compensation: | | | | | | | PSAs | — | — | — | 907,137 | 907,137 | | RSUs | — | 1,432,548 | 1,432,548 | 2,393,012 | 2,393,012 | | Cash Payments under CIC Plan | — | — | — | 1,963,580 | — | | Benefits and Perquisites: | | | | | | | Disability Benefits | — | — | 409,148 | — | — | | | — | 1,432,548 | 1,841,696 | 5,263,729 | 3,300,149 | | Karl A. Liepitz | | | | | | | Compensation: | | | | | | | PSAs | — | — | — | 820,743 | 820,743 | | RSUs | — | 1,630,238 | 1,630,238 | 2,666,322 | 2,666,322 | | Cash Payments under CIC Plan | — | — | — | 1,828,663 | — | | Benefits and Perquisites: | | | | | | | Disability Benefits | — | — | 684,951 | — | — | | | — | 1,630,238 | 2,315,189 | 5,315,728 | 3,487,065 | | Nancy K. Christenson | | | | | | | Compensation: | | | | | | | PSAs | — | — | — | 406,560 | 406,560 | | RSUs | 979,505 | 652,495 | 652,495 | 1,088,158 | 1,088,158 | | Cash Payments under CIC Plan | — | — | — | 1,379,275 | — | | Benefits and Perquisites: | | | | | | | Disability Benefits | — | — | — | — | — | | | 979,505 | 652,495 | 652,495 | 2,873,993 | 1,494,718 |
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 median of the annual total compensation of our employees and the annual total compensation of Brian R. Gray, our president and chief executive officer. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. To identify our median employee and to determine the annual total compensation of the median employee and our CEO, we used the following methodology and material assumptions, adjustments and estimates: •We determined that, as of November 9, 2024, our employee population consisted of approximately 5,748 individuals working at the company and its consolidated subsidiaries, all of which are located within the United States. •To identify the “median employee” from our employee population, we reviewed the amount of compensation reported to the Internal Revenue Service on Form W-2, box 5 for 2024 (as reflected in our payroll records) for each of our employees, excluding our CEO. Our median employee is an hourly paid employee with six years of work history at a subsidiary company with compensation consisting of wages, bonus, company 401(k) matching contributions, profit sharing and life insurance premiums. •Once identified, we categorized the median employee’s compensation using the same methodology as the compensation components reported in the Summary Compensation Table. For 2024, our last completed fiscal year: •The median of the annual total compensation for all employees of our company (other than our CEO) was $79,143; and •The annual total compensation of our CEO, as reported in the Summary Compensation Table, was $6,941,573. Based on this information, for 2024, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees (other than our CEO) was 88 to 1.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing information regarding the Compensation Actually Paid (CAP), as defined by SEC rules, to our named executive officers and certain company financial performance. As permitted by SEC rules, we are providing such disclosure for only 2024 and 2023, because we were not a reporting company pursuant to Section 13(a) or 15(d) of the Exchange Act prior to such years. The CAP amounts shown in the table below do not reflect the actual amount of compensation earned by or paid to our executives during the applicable year. Please refer to the “Compensation Discussion and Analysis” section in this Proxy Statement for a complete description of how executive compensation relates to company performance and how the compensation committee makes its decisions.
Pay Versus Performance
| | Summary Compensation Table Total for Principal Executive Officer (PEO) ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(4) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(5) | Value of initial fixed $100 investment based on: | | Net Income (in thousands) ($) | Company Selected Measure - Adjusted EBITDA (in thousands) ($)(8) | | Year(1) | | | | | Total Stockholder Return ($)(6) | Peer Group Total Stockholder Return ($)(7) | | | | 2024 | 6,941,573 | 11,332,653 | 2,125,439 | 3,513,404 | 290.23 | 117.14 | 201,678 | 469,502 | | 2023 | 4,991,482 | 6,535,447 | 1,835,172 | 2,665,370 | 188.98 | 120.11 | 182,872 | 432,421 |
Pay Versus Performance
(1)Our PEO for 2024 and 2023 was Brian R. Gray. Our non-PEO named executive officers for 2024 were Nathan W. Ring, Trevor J. Hastings, Karl A. Liepitz and Nancy K. Christenson. (2)Represents Mr. Gray’s total compensation as shown in the Summary Compensation Table (SCT) for 2024. (3)To arrive at 2024 CAP for Mr. Gray, total compensation as reported in the SCT was adjusted for the following:
Pay Versus Performance
| | 2024 | | SCT Total Compensation for the PEO | 6,941,573 | | less: Reported Value of Stock Awards in the SCT | 4,119,361 | | plus: Stock Award Adjustments(a) | 8,510,441 | | less: Change in Actuarial Present Value of Defined Benefit and Pension Plans as Reported in the SCT | — | | plus: Aggregate Service Cost and Prior Service Costs on Defined Benefit and Pension Plans | — | | CAP for the PEO | 11,332,653 |
Pay Versus Performance
(a)Stock Award Adjustment in determining CAP is as follows (fair value of equity awards was determined using methodologies and assumptions developed in a manner materially consistent with those used to determine the grant date fair value of the awards):
Pay Versus Performance
| Year | Year-end Fair Value of Equity Awards Granted in the Year which 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 | | 2024 | 6,279,191 | 2,231,250 | — | — | — | — | 8,510,441 |
Pay Versus Performance
(4)Represents the average total compensation of our non-PEO named executive officers as shown in the SCT for 2024. (5)To arrive at the 2024 Average CAP for our non-PEO named executive officers, total compensation as reported in the SCT was adjusted for the following:
Pay Versus Performance
| | 2024 | | Average of SCT Total Compensation for Non-PEO Named Executive Officers | 2,125,439 | | less: Reported Value of Stock Awards in the SCT | 933,827 | | plus: Stock Award Adjustments(a) | 2,321,792 | | less: Change in Actuarial Present Value of Defined Benefit and Pension Plans as Reported in the SCT | — | | plus: Aggregate Service Cost and Prior Service Costs on Defined Benefit and Pension Plans | — | | Average CAP for the Non-PEO Named Executive Officers | 3,513,404 |
Pay Versus Performance
(a)Stock Award Adjustments in determining CAP
Pay Versus Performance
| Year | Year-end Fair Value of Equity Awards Granted in the Year which 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 | | 2024 | 1,423,439 | 575,587 | — | 322,766 | — | — | 2,321,792 |
Pay Versus Performance
(6)Represents value of $100 invested in company stock on June 1, 2023 (the date we become a publicly traded company), through the end of the listed fiscal year, assuming dividends, if any, are reinvested in company stock at the frequency paid. (7)Represents the value of $100 invested in the S&P 400 Materials Index, which is used for the company’s stock performance graph in the 2024 Annual Report, on June 1, 2023 (the date we become a publicly traded company), through the end of the listed fiscal year, assuming dividends are reinvested in the compensation peer group stock at the frequency paid. (8)Adjusted EBITDA is a non-GAAP financial measure and is calculated by adding back income taxes; interest expense (net of interest income); depreciation, depletion and amortization expense; unrealized gains and losses on benefit plan investments; stock-based compensation; and one-time Separation costs to net income.
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 net income and Adjusted EBITDA and the company and peer group’s respective TSR during 2024 and 2023, assuming $100 initial investment on June 1, 2023.