| Brian R. Gray | 2023 ($) | Compensation Component as a % of Base Salary | Base Salary | 800,000 | Target Annual Cash Incentive Opportunity | 920,000 | 115 | % | Target Long-Term Equity Incentive Opportunity | 3,000,000 | 375 | % | Total Target Compensation | 4,720,000 | Prior to the Separation, Mr. Gray’s compensation was determined by the president and CEO of MDU Resources and the president and CEO of Knife River, with a base salary of $400,000, a target annual cash incentive opportunity of 60% of base salary and a target long-term equity incentive opportunity of 100% of base salary, respectively, in his position as president of Knife River, effective January 1, 2023. His compensation was further adjusted by the MDU Resources Compensation Committee at its February 2023 meeting in connection with his promotion to president and CEO of Knife River to a base salary of $500,000, a 25% increase, target annual cash incentive opportunity of 75% of base salary, a 25% increase, and target long-term equity incentive opportunity of 170% of base salary, a 70%, increase, respectively, effective March 1, 2023. For purposes of Mr. Gray’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. Gray’s compensation in his role as president and CEO of Knife River, effective upon the Separation, and set Mr. Gray’s base salary at $800,000, a 60% increase, target annual cash incentive opportunity at 115% of base salary, an approximate 53% increase, and target long-term equity time-based award value at 375% of base salary, an approximate 121% increase, respectively, as set forth in his offer letter. These increases were based on input from the MDU Resources Compensation Committee’s independent compensation consultant to more closely align his compensation with the market median for his position in his role following the Separation. | |||||||||||||||||||||||||||
| Name | Performance Period | Target Incentive ($) | Weighted Payout (%) | Payout ($) | DEI Modifier (%)(1) | DEI Payout ($) | Total Amount ($) | Brian R. Gray | January 1, 2023 - February 28, 2023 | 40,000 | 250.0 | 100,000 | N/A | — | 100,000 | March 1, 2023 - May 31, 2023 | 93,750 | 240.0 | 225,000 | 5.0 | 4,688 | 229,688 | June 1, 2023 - December 31, 2023 | 536,667 | 240.0 | 1,288,000 | 5.0 | 26,833 | 1,314,833 | 1,644,521 | Nathan W. Ring | January 1, 2023 - May 31, 2023 | 52,763 | 250.0 | 131,908 | N/A | — | 131,908 | June 1, 2023 - December 31, 2023 | 196,875 | 250.0 | 492,188 | N/A | — | 492,188 | 624,096 | Trevor J. Hastings | January 1, 2023 - May 31, 2023 | 104,252 | 200.0 | 208,504 | 5.0 | 5,213 | 213,717 | June 1, 2023 - December 31, 2023 | 219,863 | 240.0 | 527,671 | 5.0 | 10,993 | 538,664 | 752,381 | Karl A. Liepitz | January 1, 2023 - May 31, 2023 | 145,829 | 166.8 | 243,243 | 5.0 | 7,291 | 250,534 | June 1, 2023 - December 31, 2023 | 206,671 | 240.0 | 496,011 | 5.0 | 10,334 | 506,345 | 756,879 | Nancy K. Christenson | January 1, 2023 - May 31, 2023 | 48,767 | 250.0 | 121,917 | N/A | — | 121,917 | June 1, 2023 - December 31, 2023 | 122,500 | 250.0 | 306,250 | N/A | — | 306,250 | 428,167 | (1) | The DEI modifier was included as part of the annual incentive for the CEO, COO and CLO. A DEI modifier did not apply to the CEO until his promotion to CEO on March 1, 2023 and only applied with respect to Knife River. As such, only the CEO’s annual incentive target for the performance period from March 1, 2023 until December 31, 2023 was subject to the Knife River DEI modifier. With respect to the COO and CLO, given their respective roles with MDU Resources at the time, a DEI modifier was associated with MDU Resources (and not Knife River) for the period of time from January 1, 2023 until May 31, 2023. Following the Separation, a DEI modifier applied to the COO and CLO with respect to Knife River only. Accordingly, the MDU Resources Compensation Committee awarded an MDU Resources DEI modifier award of 5.0% for the COO and CLO for the pre-Separation performance period, while the compensation committee awarded a Knife River DEI modifier award of 5.0% for the COO and CLO for the post-Separation performance period. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
