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MDU RESOURCES GROUP INC

For the period ended May 13, 2025. Filed Apr 3, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 13, 2025 · Filed Apr 3, 2025

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MDU$18.63+0.5%Stored close · as of Nov 6, 2026
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Contents

Components of Director Compensation Program

The Company’s non-employee directors were paid the following fees in 2024:

FeeAmount ($)Form of Payment
Annual Retainer110,000Cash(1)
Committee Chair Retainer
Audit20,000
Compensation15,000
E&S(2)15,000
Nominating and Governance15,000
Chair of the Board Retainer(3)125,000
Annual Stock Award(4)150,000Stock
Additional Stock Award for Chair of the Board(4)25,000

(1) Directors may (a) defer all or a portion of the fee in the form of phantom stock with dividend accruals to be paid in cash over a five-year period after the director leaves the Board, or (b) divert all or a portion of the fee in the form of Common Stock.

(2) The Board disbanded the E&S Committee in November 2024.

(3) In anticipation of the Company’s spinoff of Everus in October 2024, the Chair of the Board retainer was decreased to $100,000, effective November 2024, and prorated for 2024. The Chair of the Board receives no additional compensation for service as a committee chair, if applicable. The Vice Chair of the Board, if applicable, receives no additional compensation for service as Vice Chair of the Board.

(4) The annual stock award for non-employee directors is for the director’s service provided during the calendar year. The award is granted as fully-vested stock in November each year following the regularly-scheduled Board meeting. Directors serving less than a full year receive a prorated stock award based on the number of months served in the applicable calendar year.

37 2025 Proxy Statement

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.