| 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) | WBI Energy, Inc. Adjusted Earnings from Continuing Operations(3) | 14,517 | 125.82 | 200.0 | 100 | 200.0 | 41.4 | 82.8 | June 1, 2023 - December 31, 2023(4) | Adjusted EBITDA(5) | 432,064 | 132.96 | 250.0 | 80 | 200.0 | 58.6 | 117.2 | Knife River Separation Performance(6) | Achieved at Maximum | 200.0 | 20 | 40.0 | 58.6 | 23.4 | Total | 223.4 | (1) | Mr. Hastings’ 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 president and CEO of WBI Energy, Inc. from January 1, 2023 until May 31, 2023 and (b) following the Separation, as COO of Knife River from June 1, 2023 until December 31, 2023. Mr. Hastings was named COO of Knife River, effective upon the Separation, and his compensation was adjusted at such time such that on June 1, 2023 Mr. Hastings’ annual incentive target was increased 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) was based on a 60% target of base salary and (ii) approximately 58% of the annual performance period (June 1, 2023 until December 31, 2023) was 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. In addition, Mr. Hastings was awarded a $100,000 discretionary bonus for work associated with the Strategic Review of MDU Construction Services Group, Inc. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (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) | WBI Energy, Inc. Adjusted Earnings from Continuing Operations was adjusted by the MDU Resources Compensation Committee to remove transaction costs associated with the spin-off and strategic review. Earnings were adjusted by $112,000 of unamortized debt issuance costs, which were written off as part of the spin-off and strategic review. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (4) | 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. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (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 $99,000 for costs related to acquisitions. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (6) | For the June 1, 2023 to December 31, 2023 performance period, the Knife River compensation committee included the Knife River Separation Performance measure as an annual incentive award performance measure for Mr. Hastings due to his contributions and role in supporting completion of the work associated with the spin-off of Knife River as a separate public company. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Name | Salary ($) | Bonus ($) | Total Compensation ($) | Salary and Bonus as a % of Total Compensation | Brian R. Gray | 658,334 | — | 4,991,482 | 13.2 | Nathan W. Ring | 394,408 | — | 1,739,152 | 22.7 | Trevor J. Hastings | 466,904 | 100,000 | 2,227,879 | 25.4 | Karl A. Liepitz | 470,000 | — | 2,185,495 | 21.5 | Nancy K. Christenson | 326,084 | — | 1,188,164 | 27.4 | ||||||||||||||||||||||||
| Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d)(1) | Stock Awards ($) (e)(2) | Non-Equity Incentive Plan Compensation ($) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h)(3) | All Other Compensation ($) (i)(4) | Total ($) (j) | Brian R. Gray President and Chief Executive Officer (CEO) | 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) | 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) | 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) | 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 | 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) | In July 2023, the MDU Resources Compensation Committee awarded Mr. Hastings a $100,000 discretionary bonus for his work on a strategic review of MDU Construction Services Group, Inc. | (2) | Amounts in this column represent the aggregate grant date fair value of the stock awards granted to our named executive officers by MDU Resources prior to the Separation, the incremental increase in fair value associated with the conversion of MDU Resources awards to Knife River restricted stock units, and the Knife River restricted stock unit awards granted after the Separation. The grant date fair value is calculated in accordance with generally accepted accounting principles for stock-based compensation in Accounting Standards Codification Topic 718 and as described in Note 12 of our audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023. See “Compensation Discussion and Analysis” for a description of the treatment of the outstanding MDU Resources performance shares and restricted stock units at the time of Separation. The following table separates the grant date fair value of the stock awards granted by MDU Resources during 2023 and the incremental increase in fair value attributable to the conversion of such stock awards at Separation. | Name | Grant Date Fair Value of MDU Resources Stock Awards ($) | Incremental Increase in Fair Value of Stock Awards at Separation ($) | Brian R. Gray | 793,832 | 33,519 | Nathan W. Ring | 178,329 | 11,221 | Trevor J. Hastings | 430,195 | 26,867 | Karl A. Liepitz | 818,417 | 49,245 | Nancy K. Christenson | 164,836 | 10,304 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
