MDU RESOURCES GROUP INC
For the period ended May 11, 2026. Filed Apr 1, 2026.
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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 11, 2026 · Filed Apr 1, 2026
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Contents
Compensation Program Design and Structure
Pay-for-Performance Compensation Philosophy
The centerpiece of our compensation program is our pay-for-performance philosophy that aligns incentive compensation payouts with the achievement of our annual operating plan and long-term strategy, and consequently stockholder value. This is showcased at senior levels of the Company—particularly the CEO—for whom most compensation is tied to the achievement of metrics driving the Company’s operations and stock performance.
The majority of the 2025 executive compensation is performance-based with 80% of the CEO’s and on average 63% of the other NEO’s compensation being at risk. EICP awards are paid and PSA awards are earned only when we achieve or exceed our goals, and the value of RSUs fluctuate based on stock price performance. EICP payouts and PSA vestings are subject to negative discretion when appropriate to align management’s compensation with stockholder expectations regarding performance.
The performance goals set by the Compensation Committee are directly linked to the Company’s strategy to focus executives on elements that drive business success and create stockholder value.
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Roles in Setting Compensation, Establishing Goals, and Evaluating Performance
| Party | Roles and Responsibilities |
|---|---|
| Compensation Committee | The Compensation Committee’s purpose is to provide oversight of the executive compensation programs and practices as well as human capital management. Throughout the year, the Compensation Committee Chair, the Chair of the Board, and the Compensation Committee meet with management, and privately with their independent compensation consultant, to review performance against the established performance goals, discuss developments and emerging trends, review recommendations concerning the executive compensation design, components, and equity awards for each executive, and review human capital management issues. |
| Independent Compensation Consultant | The Compensation Committee retains a nationally-recognized compensation consultant that is independent based on standards promulgated by the SEC. The Committee assessed its compensation consultant’s independence and concluded that no conflict of interest exists that would prevent it from serving as an independent compensation consultant.The independent compensation consultant reports directly to the Compensation Committee, meets periodically with the Compensation Committee privately without management present, and regularly communicates privately with the Compensation Committee Chair. Each year, the independent compensation consultant reviews the CEO’s compensation and compares it to benchmarks of peer companies. In addition, the independent compensation consultant annually reviews and makes recommendations regarding the compensation program for non-employee directors. |
| Management | Management is involved in various aspects of developing the executive compensation program. The CHRO works with the CEO to develop compensation recommendations for all executive officers and other key employees, other than the CEO, and the CEO reviews the proposals with the Chair of the Board and Compensation Committee Chair, who provide feedback before any recommendations are presented to the Compensation Committee for its review. The CHRO also prepares a report on risk in relation to the Company’s compensation policies and practices. The MPC provides feedback on human capital initiatives and the report on risk in relation to the Company’s compensation policies and practices. The CLO also attends all Compensation Committee meetings and participates in some of the discussions and preparations. |
| 49 | MDU RESOURCES GROUP, INC. |
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