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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MDU$18.63+0.5%Stored close · as of Nov 6, 2026
Contents
Key Principles of Director Compensation Program
The Company compensates its non-employee directors for their service according to the following principles:
| Category | Description |
|---|---|
| Pay Position | The pay position of our non-employee directors’ compensation is within a reasonable range of the Company’s peer group reference points. |
| Peer Groups | When establishing reference points for market comparisons of our non-employee directors’ compensation program, we consider the peer group used for our executive compensation purposes. See Benchmarking Approach beginning on page 51 for more information on our peer group. |
| Pay Evaluation Perspective | When assessing the competitive position of our non-employee directors’ compensation program, the primary focus is the total targeted compensation opportunity. |
| Pay Mix | Our non-employee directors’ compensation program consists of a mix of cash and equity, with an emphasis on equity. |
| Differentiation | Non-employee directors receive additional compensation for leadership positions on the Board, including the Chair of the Board and committee chair roles. |
| Stock Ownership | Our Stock Ownership Policy further aligns our directors with our stockholders’ interests, with compliance measured annually, as described further in Stock Ownership Policy on page 29. |
| Deferral and Diversion Opportunities | Non-employee directors may elect to defer or divert all or a portion of their annual retainer fee and/or committee chair retainers in the form of phantom stock with dividend accruals or Common Stock, respectively. |
| Regular Review | The Governance Committee and Compensation Committee conduct annual reviews of governance practices and trends in directors’ compensation, and the amount and form of non-employee directors’ compensation, respectively. |
| 41 | MDU RESOURCES GROUP, INC. |
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