Knife River Corp
For the period ended May 20, 2026. Filed Apr 6, 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 20, 2026 · Filed Apr 6, 2026
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Contents
Compensation Framework
Executive Compensation
2025 Compensation Framework
Components of Compensation
Our executive compensation program is designed to promote sustained long-term profitability and create stockholder value. The components of our named executive officers’ compensation are selected to drive financial and operational results as well as align the named executive officer’s interests with those of our stockholders. Pay components and performance measures are considered by the compensation committee as fundamental measures of successful company performance and long-term value creation. The components of our 2025 executive compensation included:
| Component | Purpose | How Determined | How it Links to Performance |
|---|---|---|---|
| Base Salary | Provides sufficient, regularly paid income to attract and retain executives with the knowledge, skills, and abilities necessary to successfully execute their job responsibilities. | Base salaries are recommended by the CEO for executives other than the CEO to the compensation committee using analysis provided by the independent compensation consultant to target compensation within range of the 50th percentile using peer company and salary survey data. The compensation committee recommends, and the board determines, the base salary of the CEO based on input from the independent compensation consultant. | Base salary is a means to attract and retain talented executives capable of driving success and performance. |
| Annual Cash Incentive | Provides an opportunity to earn annual cash incentive compensation based on the achievement of financial and operating results important to the success of the company. | The annual cash incentive target is a percentage of base salary for the given executive position established by the compensation committee for executives other than the CEO and by the full board for the CEO. Actual payment of the incentive is determined by the compensation committee based on the achievement of the performance measures and goals. The compensation committee approves the payment for executives other than the CEO and the full board approves the payment for the CEO. | Annual cash incentive performance measures are tied to the achievement of pre-established financial and safety goals, in each case, aimed to drive the success of the company. |
| Long-Term Incentive Awards | Aligns executive interests with shareholder interests, to reinforce the creation of long-term value and to provide a balanced portfolio of long-term incentives. | The CEO recommends the target award for executives other than the CEO to the compensation committee based on analysis provided by the independent compensation consultant. The compensation committee recommends, and the board determines, the target award for the CEO after consideration of input from the independent compensation consultant. PSUs represent 65% of a named executive officer’s long-term incentive award and RSUs represent 35% of a named executive officer’s long-term incentive award. | Fosters continued leadership in the company to achieve company objectives through retention of key executives as well as aligning the named executive officer’s interests with those of stockholders in increasing long-term stockholder value. |
Knife River Corporation Proxy Statement 49
Executive Compensation
Allocation of Total Target Compensation for 2025
Total target compensation consists of base salary, target annual cash incentive, and target long-term incentive compensation. Incentive compensation, which consists of annual cash incentive and long-term equity awards, comprises the largest portion of our named executive officers’ total target compensation because:
Equity awards align the interests of the named executive officers with those of stockholders by making the value of a significant portion of their target compensation dependent upon the value of our common stock, which is beneficial to stockholders;
Our named executive officers are in positions of authority to drive results and, therefore, bear high levels of responsibility for our corporate performance;
Variable compensation helps ensure focus on the goals that are aligned with overall company strategy; and
Annual cash incentive compensation is at risk and dependent upon company performance and the satisfaction of performance objectives.
The compensation committee generally allocates a higher percentage of total target compensation to the long-term incentive than to the target annual cash incentive for our higher level executives because they are in a better position to influence the company’s long-term performance. The long-term incentive awards are paid in company common stock. These awards, and our stock ownership policy, promote ownership of our stock by the named executive officers. As a result, the compensation committee believes the named executive officers, as stockholders, will be motivated to deliver long-term value to all stockholders.
The compensation committee approved the following total target compensation for 2025:
| NEO | Base Salary ($) | Target Annual Cash Incentive as a % of Base Salary | Target Long-Term Equity Incentive as a % of Base Salary | Total Target Compensation ($) |
|---|---|---|---|---|
| Brian R. Gray | 1,000,000 | 120% | 375% | 5,950,000 |
| Nathan W. Ring | 545,000 | 75% | 170% | 1,880,250 |
| Trevor J. Hastings | 545,000 | 75% | 170% | 1,880,250 |
| Karl A. Liepitz | 485,000 | 75% | 170% | 1,673,250 |
| Glenn R. Pladsen | 425,000 | 75% | 125% | 1,275,000 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.