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
Components of Director Compensation Program
The Company’s non-employee directors were paid the following fees in 2025:
| Fee | Amount ($) | Form of Payment |
|---|---|---|
| Annual Retainer | 110,000 | Cash(1) |
| Committee Chair Retainer | ||
| Audit | 20,000 | |
| Compensation(2) | 20,000 | |
| Governance | 15,000 | |
| Chair of the Board Retainer(3) | 95,000 | |
| Annual Stock Award(4) | 150,000 | Stock |
| 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, which is paid in cash over a five-year period after the director leaves the Board, or (b) divert all or a portion of the fee to Common Stock.
(2)The Compensation Committee Chair cash retainer was increased from $15,000 to $20,000, effective June 1, 2025.
(3)The Chair of the Board cash retainer was reduced from $100,000 to $95,000, effective June 1, 2025. 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.
There are no meeting fees paid to the directors. Directors are reimbursed for all reasonable travel expenses, including spousal expenses, in connection with attendance at in-person Board and committee meetings.
For all compensation periods through and including 2025, none of our current directors have previously elected to defer all or a portion of any prior annual retainer, committee chair retainer, or Chair of the Board retainer into phantom stock.
Mr. Johnson will be retiring from the Board when his term expires at the conclusion of the Annual Meeting per the Corporate Governance Guidelines, and has been designated a director emeritus for a one-year term following the Annual Meeting. As a director emeritus, he will be entitled to the same compensation as directors, excluding benefits.
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