133 results
DEF 14A
KNF
Knife River Corp
29 Mar 24
Definitive proxy
11:06am
Nathan W. Ring | 2023 ($) | Compensation Component as a % of Base Salary | Base Salary | 450,000 | Target Annual Cash Incentive Opportunity | 337,500 | 75 | % | Target Long-Term Equity Incentive Opportunity | 675,000 | 150 | % | Total Target Compensation | 1,462,500 | Prior to the Separation, Mr. Ring’s compensation was determined by the president and CEO of Knife River, setting a base salary of $316,580, a target annual cash incentive opportunity of 40% of base salary and a target long-term equity incentive opportunity of 55% of base salary, respectively, in his position as vice president of business development of Knife River, effective January 1, 2023. For purposes of Mr. Ring’s compensation following the Separation, the MDU Resources Compensation Committee considered information provided in the December 2022 compensation study provided by the MDU Resources Compensation Committee’s independent compensation consultant when determining Mr. Ring’s compensation in his role as CFO of Knife River, effective upon the Separation, and set Mr. Ring’s base salary at $450,000, a 42% increase, target annual cash incentive opportunity at 75.0% of base salary, an 88% increase, and target long-term equity time-based award value at 150% of base salary, a 173% increase, respectively, as set forth in his offer letter. These increases were based on input from the MDU Resources Compensation Committee’s independent compensation consultant to more closely align his compensation with the market median for his position in his role following the Separation. |
DEF 14A
KNF
Knife River Corp
29 Mar 24
Definitive proxy
11:06am
Brian R. Gray
Performance Period | Performance Measure | Result ($) | Percent of Performance Measure Achieved (%) | Percent of Award Opportunity Payout (%) | Weight Applicable to the Performance Period (%) | Weighted Award Opportunity Payout % (%) | Proration Applicable to the Performance Period (%)(1) | Prorated Award Opportunity Payout % (%)(1) | January 1, 2023 - February 28, 2023 | Adjusted EBITDA (2) | 432,064 | 132.96 | 250.0 | 100 | 250.0 | 16.7 | 41.8 | March 1, 2023 - May 31, 2023 | Adjusted EBITDA (2) | 432,064 | 132.96 | 250.0 | 80 | 200.0 | 25.0 | 50.0 | Knife River Separation Performance | Achieved at Maximum | 200.0 | 20 | 40.0 | 25.0 | 10.0 | June 1, 2023 - December 31, 2023 | Adjusted EBITDA (2) | 432,064 | 132.96 | 250.0 | 80 | 200.0 | 58.3 | 116.6 | Knife River Separation Performance | Achieved at Maximum | 200.0 | 20 | 40.0 | 58.3 | 23.3 | Total | 241.7 | (1) | Mr. Gray’s annual incentive performance periods are reflected in the table above and payouts were prorated based on his time of service (a) prior to the Separation as (i) president of Knife River from January 1, 2023 until February 28, 2023 and (ii) president and CEO of Knife River from March 1, 2023 until May 31, 2023 and (b) following the Separation, as president and CEO of Knife River from June 1, 2023 until December 31, 2023. Mr. Gray was promoted to president and CEO of Knife River, effective March 1, 2023, and his annual incentive target was increased at such time. In addition, on June 1, 2023, Mr. Gray’s annual incentive target was further increased in connection with the Separation pursuant to his offer letter. Accordingly, the annual incentive for (i) approximately 16.7% of the annual performance period (January 1, 2023 until February 28, 2023) was based on a 60% target of base salary, (ii) 25% of the annual performance period (March 1, 2023 until May 31, 2023) was based on a 75% target of base salary and (iii) 58% of the annual performance period (June 1, 2023 until December 31, 2023) was based on a 115% target of base salary, and the associated payouts for the two performance periods within the annual performance period were prorated as set forth in the table above. However, despite the increase to Mr. Gray’s annual incentive target in connection with the Separation, the performance measures within the second performance period were only measured from March 1, 2023 until December 31, 2023, while the associated payouts for the two performance periods within such period of time were prorated as set forth above, resulting in the blended prorated percentage for March 1, 2023 until December 31, 2023, as shown in the table above. The results of Mr. Gray’s incentive for the entire year were certified by the Knife River compensation committee. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(2) | Adjusted EBITDA used in the incentive calculation is EBITDA, as reported, adjusted to exclude the effect of one-time Separation costs and transaction costs associated with acquisitions. In determining the 2023 annual incentive awards, the compensation committee approved adjustments to EBITDA of $9,961,975 for costs associated with the spin-off and $99,000 for costs related to acquisitions. |
DEF 14A
KNF
Knife River Corp
29 Mar 24
Definitive proxy
11:06am
Karl A. Liepitz
Performance Period | Performance Measure | Result ($) | Percent of Performance Measure Achieved (%) | Percent of Award Opportunity Payout (%) | Weight Applicable to the Performance Period (%) | Weighted Award Opportunity Payout % (%) | Proration Applicable to the Performance Period (%)(1) | Prorated Award Opportunity Payout % (%)(1) | January 1, 2023 - May 31, 2023(2) | Combined Adjusted Plan Earnings of MDU Resources Business Units(4) | 113,086 | 111.71 | 178.1 | 60 | 106.8 | 41.4 | 44.2 | Knife River Separation Performance | Achieved at Maximum | 200.0 | 20 | 40.0 | 41.4 | 16.6 | Completion of MDU Construction Services Group, Inc. Strategic Review | Achieved at Target | 100.0 | 20 | 20.0 | 41.4 | 8.3 | June 1, 2023 - December 31, 2023(3) | Adjusted EBITDA(5) | 432,064 | 132.96 | 250.0 | 80 | 200.0 | 58.6 | 117.2 | Knife River Separation Performance | Achieved at Maximum | 200.0 | 20 | 40.0 | 58.6 | 23.4 | Total | 209.7 | (1) | Mr. Liepitz’s annual incentive performance periods are reflected in the table above and payouts were prorated based on his time of service (a) prior to the Separation as vice president, general counsel and secretary of MDU Resources from January 1, 2023 until May 31, 2023 and (b) following the Separation, as CLO of Knife River from June 1, 2023 until December 31, 2023. Mr. Liepitz was named CLO of Knife River, effective upon the Separation, but his compensation, including his annual incentive target, was not adjusted in connection with the Separation pursuant to his offer letter. Accordingly, the annual incentive for (i) approximately 42% of the annual performance period (January 1, 2023 until May 31, 2023) and (ii) approximately 58% of the annual performance period (June 1, 2023 until December 31, 2023) was, in each case, based on a 75% target of base salary, and the associated payouts for the annual performance period were prorated as set forth in the table above. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(2) | For the January 1, 2023 to May 31, 2023 pre-Separation performance period, the MDU Resources Compensation Committee certified the results and determined the payout for the performance measure during that period. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(3) | For the June 1, 2023 to December 31, 2023 performance period, the Knife River compensation committee certified the results and determined the payout for the performance measure during that period. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(4) | Combined Adjusted Plan Earnings of MDU Resources Business Units was adjusted by the MDU Resources Compensation Committee to remove transactions costs associated with the Separation. MDU Resources earnings were adjusted by $1.46 million of unamortized debt issuance costs, which were written off as part of the spin-off and strategic review. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(5) | Adjusted EBITDA used in the incentive calculation is EBITDA, as reported, adjusted to exclude the effect of one-time Separation costs and transaction costs associated with acquisitions. In determining the 2023 annual incentive awards, the compensation committee approved adjustments to EBITDA of $9,961,975 for costs associated with the spin-off and $99,000 for costs related to acquisitions. |
DEF 14A
KNF
Knife River Corp
29 Mar 24
Definitive proxy
11:06am
Reconciliation of Net Income to Adjusted EBITDA
For the Years Ended | December 31, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income | $ | 182.9 | $ | 116.2 | Depreciation, depletion and amortization | 123.8 | 117.8 | Interest expense, net | 52.9 | 30.1 | Income taxes | 62.4 | 42.6 | EBITDA | $ | 422.0 | $ | 306.7 | Unrealized (gains) losses on benefit plan investments | $ | (2.7) | $ | 4.0 | Stock-based compensation expense | 3.1 | 2.7 | One-time separation costs | 10.0 | — | Adjusted EBITDA | $ | 432.4 | $ | 313.4 | Revenue | $ | 2,830.3 | $ | 2,534.7 | Net Income Margin | 6.5 | % | 4.6 | % | ||||||||||
Adjusted EBITDA Margin | 15.3 | % | 12.4 | % |
DEF 14A
KNF
Knife River Corp
29 Mar 24
Definitive proxy
11:06am
Karl A. Liepitz | 2023 ($) | Compensation Component as a % of Base Salary | Base Salary | 470,000 | Target Annual Cash Incentive Opportunity | 352,500 | 75 | % | Target Long-Term Equity Incentive Opportunity | 799,000 | 170 | % | Total Target Compensation | 1,621,500 | Prior to the Separation, Mr. Liepitz’s compensation was determined by the MDU Resources Compensation Committee at its November 2022 meeting and the MDU Resources Compensation Committee considered information provided in the August 2022 compensation study provided by the MDU Resources Compensation Committee’s independent compensation consultant, with a base salary of $470,000, a target annual cash incentive opportunity of 75% of base salary and a target long-term equity incentive opportunity of 170% of base salary, respectively, in his role of vice president, general counsel and secretary of MDU Resources. The MDU Resources Compensation Committee did not make any changes to Mr. Liepitz’s compensation in 2023, either in connection with the Separation or otherwise. |
DEF 14A
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29 Mar 24
Definitive proxy
11:06am
DEF 14A
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29 Mar 24
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11:06am
DEF 14A
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29 Mar 24
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DEF 14A
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29 Mar 24
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DEF 14A
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29 Mar 24
Definitive proxy
11:06am
DEF 14A
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29 Mar 24
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DEF 14A
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29 Mar 24
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11:06am
DEF 14A
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29 Mar 24
Definitive proxy
11:06am
DEF 14A
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29 Mar 24
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11:06am
DEF 14A
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29 Mar 24
Definitive proxy
11:06am
DEF 14A
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29 Mar 24
Definitive proxy
11:06am
DEF 14A
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29 Mar 24
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11:06am
DEF 14A
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29 Mar 24
Definitive proxy
11:06am
DEF 14A
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29 Mar 24
Definitive proxy
11:06am
DEF 14A
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29 Mar 24
Definitive proxy
11:06am