Exhibit 10.14
www.kniferiver.com | |
PO Box 5568 Bismarck, ND 58506-5568 Street Address: 1150 West Century Avenue Bismarck, ND 58506 (701) 530-1400 (701) 530-1451 Fax |
Sincerely, | |
/s/ Brian R. Gray | |
Brian R. Gray | |
President and Chief Executive Officer, | |
Knife River Corporation | |
President, Knife River Holding Company |
Confidential
Trevor Hastings,
As we continue our plan to complete a tax-free spinoff of Knife River Corporation (the “Spinoff”) and in connection with your appointment as Chief Operating Officer of Knife River Corporation, I am pleased to deliver this offer letter setting forth your compensation opportunity, subject to the Spinoff occurring. You will report directly to me.
● | Salary Grade and Base salary: Effective as of the day prior to, and subject to the occurrence of, the Spinoff, your salary Grade will be “J” and your base salary will increase from $420,000 to $500,000. |
● | Stock Ownership Guidelines: Salary Grade “J” requires a stock ownership of 3x your base wage. Your new salary multiple commences with the effective date of your new role and must be met in five years (2028). |
● | Annual Incentive/Executive Incentive Compensation Plan (EICP): Effective as of the occurrence of, the Spinoff, your annual incentive target will increase from 60% of base salary to 75% of base salary. Considering the increase in your compensation during 2023, your incentive target will be pro-rated as follows, assuming for illustrative purposes, a Spinoff date of June 1, 2023: |
5/12 based on your base salary of $420,000 at 60% of base = $105,000 at Target
7/12 based on your base salary of $500,000 at 75% of base = 218,750 at Target
As a result, your total target annual incentive would be $323,750 based on this assumption.
● | Long-Term Performance-Based Incentive Plan (LTIP): On February 16, you were granted a restricted stock unit award related to 13,806 shares of MDU Resources Group, Inc. common stock based on a value of $420,000 for 2023-2025. |
The total of your 2023-2025 grant is recommended to be $750,000. Therefore, an additional grant of restricted stock units relating to Knife River Corporation common stock with a value of $330,000 will be made to you, subject to the approval of the Knife River Corporation board of directors after the Spinoff.
● | Non-Qualified Defined Contribution Plan: The MDU Resources Group, Inc. board of directors approved the employer contribution to your account under this plan of $42,000 for 2023. Future contributions to the corresponding Knife River Corporation plan will be addressed by the Knife River Corporation board of directors. |
● | Section 16 Officer: You will be a Section 16 Officer and you will become a member of Knife River’s Management Policy team. |
The above information is for overview purposes, with specific terms and conditions outlined in each plan document and/or award letters.
This offer is contingent upon successfully completing a background and credit check. This memo is not a contract of employment for any specified time frame. The employment relationship can be terminated by you or the company at any time, for any reason, with or without notice.
Trevor, I am very excited for the future of Knife River and the opportunities ahead. I am pleased you will be joining our team and I look forward to working with you.
Please acknowledge your acceptance by signing, dating and returning the document below.
I have read the above offer and agree to the terms set forth.
/s/ Trevor Hastings | 3/24/23 | ||
Trevor Hastings | Date |
Cc: HR-KRC/MDUR