Knife River Corp DEF 14A, filed Apr 6, 2026

Knife River Corp (KNF)

DEF 14A 2026-04-06 For: 2026-05-20

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Added on June 12, 2026

About this DEF 14A

Knife River Corp filed this DEF 14A on April 6, 2026.

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Items of Business	1.	Election of two Class III directors;
	2.	Advisory vote to approve the compensation paid to the company’s named executive officers;
	3.	Ratification of the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2026; and
	4.	Transaction of any other business that may properly come before the annual meeting or any adjournment(s) thereof.

Record Date	The board of directors has set the close of business on March 27, 2026, as the record date for the determination of stockholders who will be entitled to notice of, and to vote at, the annual meeting and any adjournment(s) thereof.

Annual Meeting Attendance	All stockholders, as of the record date of March 27, 2026, are cordially invited to attend the annual meeting. Whether or not you plan to attend the annual meeting online, please vote your shares as instructed in the Notice of Availability of Proxy Materials (Notice), over the Internet, or by telephone after your receipt of hard copies of the proxy materials, as promptly as possible. You may also request a paper Proxy Card, which will include a postage-paid envelope, to submit your vote by mail, as described in the Notice. You may also vote your shares online and submit your questions during the annual meeting. Instructions on how to vote while participating at the annual meeting live via the Internet are posted at www.virtualshareholdermeeting.com/KNF2026 and can be found in the Proxy Statement in the section entitled “Information About the Annual Meeting - How to Attend and Vote at the Annual Meeting.” Stockholders of record who attend the annual meeting online may withdraw their proxy and vote online at the annual meeting if they so desire.

Proxy Materials	This Proxy Statement will first be sent to stockholders requesting written materials on or about April 6, 2026. The Notice will also be sent to certain stockholders on or about April 6, 2026. The Notice contains basic information about the annual meeting and instructions on how to view the company’s proxy materials and vote online.



PROXY STATEMENT SUMMARY		EXECUTIVE COMPENSATION (continued)
Annual Meeting Information	1	Compensation Policies and Practices as They Relate to Risk Management	60
Company Overview	4
Business Performance Highlights	4	Executive Compensation Tables	62
Corporate Governance Practices	6	Summary Compensation Table	62
Compensation Highlights	7	Grants of Plan-Based Awards	64
Sustainability	7	Outstanding Equity Awards at Fiscal Year-End	66
BOARD OF DIRECTORS		Option Exercises and Stock Vested	67
Item 1. Election of Directors	12	Pension Benefits	67
Director Nominees	14	Nonqualified Deferred Compensation	69
Board Composition and Effectiveness	21	Potential Payments upon Termination or Change in Control	70
Board Skills and Characteristics	22
CORPORATE GOVERNANCE		CEO Pay Ratio Disclosure	75
Director Independence	25	Pay Versus Performance	76
Oversight of Sustainability	25	AUDIT MATTERS
Stockholder Engagement	27	Item 3. Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2026	80
Stockholder Communications with the Board	28
Board Leadership Structure	28
Board’s Role in Risk Oversight	28	Annual Evaluation and Selection of Deloitte & Touche LLP	80
Board Meetings and Committees	31
Additional Governance Features	35	Audit Fees and Non-Audit Fees	81
Corporate Governance Materials	38	Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services	82
Related Person Transaction Disclosure	38
COMPENSATION OF NON-EMPLOYEE DIRECTORS		Audit Committee Report	83
Director Compensation	39	INFORMATION ABOUT THE ANNUAL MEETING
SECURITY OWNERSHIP		Who Can Vote	84
Security Ownership Table	42	Notice and Access	84
Stock Hedging and Pledging Policy	42	How to Vote	85
Greater than 5% Beneficia l Owners	43	How to Attend and Vote at the Annual Meeting	86
EXECUTIVE COMPENSATION		Technical Difficulties	86
Item 2 . Advisory Vote to Approve the Compensation Paid to the Company’s Named Executive Off icers	44	Revoking Your Proxy or Changing Your Vote	87
		Discretionary Voting Authority	87
Information Concerning Executive Officers	45	Voting Standards	88
Compensation Discussion and Analysis	46	Proxy Solicitation	88
Executive Summary	46	Householding of Proxy Materials	89
Compensation Framework	49	Knife River Corporation 401(k) Plan	89
Compensation for Named Executive Officers	50	Why Hold a Virtual Annual Meeting	89
Other Benefits	54	Tabulation of Votes	89
Compensation Decision Process	56	Annual Meeting Results	89
Compensation Governance	57	Stockholder Proposals, Director Nominations, and Other Items of Business for 2027 Annual Meeting	90
Compensation Committee Report	59


Annual Meeting Information


Date and Time	Virtual Location	Record Date

May 20, 2026	www.virtualshareholdermeeting.com/KNF2026	March 27, 2026
10:00 a.m. CDT


Knife River is a vertically integrated provider of construction materials and contracting services. We are the fourth-largest producer of sand and gravel in the country, and our product lines also include ready-mix concrete, asphalt, liquid asphalt and contracting services. We believe our growth strategy differentiates us as the employer, supplier, and acquirer of choice. Our strategy includes:
■Diverse markets: Knife River operates in mid-size markets that are projected to grow faster than the US average. These markets present opportunities for both organic and inorganic growth.
■Vertical integration: Being an aggregates-based, end-to-end provider creates multiple opportunities to engage in projects, whether as a contractor, subcontractor, or materials provider. This brings the opportunity to generate more gross profit and capture higher margins.
■Continuous improvement: We are focused on our Competitive EDGE initiatives to control costs and optimize prices. “EDGE” is an acronym for EBITDA Margin Improvement, Discipline, Growth and Excellence.
■Life at Knife: During the peak of 2025, we employed nearly 6,900 people. We believe that putting people first will retain and attract team members who are committed to helping Knife River be excellent in everything we do.


Board of Directors
The board is ultimately responsible for the oversight of environmental, health, safety, and other social sustainability matters applicable to the company.
↓
Audit Committee of the Board						Compensation Committee of the Board
The audit committee assists the board in fulfilling its oversight responsibilities with respect to environmental, social, and other sustainability matters, including climate change risks and opportunities, health, safety, and other social sustainability matters.						The compensation committee assists the board in fulfilling its oversight responsibilities with respect to human capital management matters.
↓
Management Policy Committee
The management policy committee is comprised of company executive officers. The committee meets monthly, or more frequently as warranted, and is responsible for the management of risks and pursuit of opportunities related to environmental and social sustainability matters, including climate change, health, safety, and other social sustainability matters.
↓
Executive Sustainability Committee
The executive sustainability committee is comprised of corporate and business segment senior leadership and supports execution of the company’s sustainability strategy and establishes, maintains, and enhances the processes, procedures, and controls for the company’s sustainability disclosures.


			www.kniferiver.com


PO Box 5568 Bismarck, ND 58506-5568 Street Address: 1150 West Century Avenue Bismarck, ND 58506 (701) 530-1400


Sincerely,

Brian R. Gray
President and Chief Executive Officer



Notice of Annual Meeting of Stockholders to be Held May 20, 2026


The company’s executive compensation program is based on providing market competitive compensation opportunities to attract top talent focused on achievement of short and long-term business results. Our compensation program is structured to align compensation with the company’s financial performance as a substantial portion of our executive compensation and is directly linked to performance-based incentive awards. Our compensation practices are designed to ensure alignment between the interests of stockholders and our executives, as well as effective compensation governance.
■For 2025, over 80% of our chief executive officer’s target compensation and approximately 70% of our other named executive officers’ target compensation was at risk.
■For 2025, 100% of our named executive officers’ annual cash incentive and 65% of their long-term incentive are performance-based and tied to performance against pre-established, specific, measurable goals. Time-vesting restricted stock units (RSUs) represent 35% of our named executive officers’ long-term incentive and require the executive to remain employed with the company through the vesting period.


People Key to building strong communities and building a strong national infrastructure is delivering on our commitments to our stakeholders - including our team members, communities, shareholders, customers, and suppliers. At Knife River, this includes providing developmental opportunities at all levels of the organization and supporting respect in the workplace and in the communities where we operate. This is an important part of our Life at Knife culture.


Safety Knife River is committed to health and safety, and a culture that values, respects, and supports our team and community members. We believe safety is a choice and that all injuries are preventable. We promote safety and health through a variety of means, including safety-focused training and education programs for team members. We continually evolve our programs to incorporate best practices, innovations in personal protective equipment, and changes to safety and health laws.


Quality We are committed to strong corporate governance, producing high-quality products and services, and being a good neighbor in our communities. We believe our long-term success can be achieved through fair, honest and sound decisions in dealing with customers, suppliers, and competitors. Knife River’s corporate Code of Conduct, outlined in our Leading With Integrity Guide, outlines the expected behaviors that guide our team members, coaches, officers, and the board to perform all matters with integrity.


Environment Knife River aims to minimize environmental impacts and promote conservation while optimizing resource use to meet our customers’ needs. Our commitment to operating in an environmentally responsible manner is reviewed and encouraged through several measures. These include oversight by professional environmental staff with reporting and accountability to regional operations leaders, regular review of environmental and sustainability disclosures by the executive sustainability committee, thorough audits of operating activities, and thorough property reviews during due diligence on potential acquisitions. Knife River’s corporate Environmental Policy addresses environmental practices and supports our environmental management strategy. The policy directs that the company operate efficiently to meet the needs of the present without compromising the ability of future generations to meet their needs.


Class III terms expire at the 2026 annual meeting:
Karen B. Fagg
Brian R. Gray
Class I terms expire at the 2027 annual meeting:

German Carmona Alvarez
Thomas W. Hill
Class II terms expire at the 2027 annual meeting:
Patricia Chiodo
Patricia L. Moss
William J. Sandbrook


Outcomes of Stockholder Engagement
			•Eliminated supermajority voting requirements in the company’s second amended and restated certificate of incorporation and second amended and restated bylaws
			•2025 executive compensation tied to executing the company’s strategy to drive long-term, profitable growth, including financial and safety goals
			•Increased disclosure of sustainability initiatives and metrics



Table of Contents



			Ownership Threshold:			3% of outstanding shares of our common stock
			Nominating Group Size:			Up to 20 stockholders may combine to reach the 3% ownership threshold
			Holding Period:			Continuously for three years
			Number of Nominees:			The greater of two nominees or 20% of our board


Corporate Governance Materials		Website
•	Bylaws	investors.kniferiver.com/governance/governance-documents/
•	Corporate Governance Guidelines	investors.kniferiver.com/governance/governance-documents/
•	Board Committee Charters for the Audit, Compensation and Nominating and Governance Committees	investors.kniferiver.com/governance/governance-documents/
•	Leading With Integrity Guide	kniferiver.com/integrity/


Name		Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)	All Other Compensation ($)(3)	Total ($)
German Carmona Alvarez(4)		127,917	150,000	103	278,020
Patricia Chiodo		110,000	150,000	103	260,103
Karen B. Fagg		235,000	175,000	103	410,103
Thomas W. Hill		110,000	150,000	103	260,103
Patricia L. Moss		130,000	150,000	103	280,103
William J. Sandbrook		125,000	150,000	103	275,103

(1)	The amounts reflected in the column represent the aggregate grant date fair value of RSUs granted to our directors in 2025. The grant date fair value is calculated in accordance with generally accepted accounting principles for stock-based compensation in Accounting Standards Codification Topic 718 and as described in Note 12 of our audited financial statements in our 2025 Form 10-K. The amount paid in cash for fractional shares is included in the amount reported in the stock awards column to this table.
(2)	The number of RSUs outstanding for each of our non-employee directors as of December 31, 2025, is as follows:


Name						Number of Unvested Restricted Stock Units
German Carmona Alvarez						1,551
Patricia Chiodo						1,551
Karen B. Fagg						1,810
Thomas W. Hill						1,551
Patricia L. Moss						1,551
William J. Sandbrook						1,551


(3)			Includes group life insurance premiums paid on behalf of the director as applicable.
(4)			The amount paid in cash to Mr. Carmona Alvarez reflects the prorated increase in cash retainer for his service as the chair of the compensation committee on June 1, 2025.


Name		Shares of Common Stock Beneficially Owned (#)			Percent of Class (%)




German Carmona Alvarez			6,985		*
Patricia Chiodo			3,513		*
Karen B. Fagg			30,937		*
Brian R. Gray			41,588	(1)	*
Trevor J. Hastings			34,194	(1)	*
Thomas W. Hill			3,456		*
Karl A. Liepitz			34,478	(1)	*
Patricia L. Moss			29,834		*
Glenn R. Pladsen			18,756	(1)	*
Nathan W. Ring			19,801	(1)	*
William J. Sandbrook			5,695		*
All directors, director nominees, and executive officers as a group (13) in number)			235,973	(1)	0.4
* Less than one percent of the class. Percent of class is calculated based on 56,753,855 outstanding shares as of March 27, 2026.
(1)	Includes full shares allocated to the officer’s account in our 401(k) retirement plan.


Title of Class		Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class
Common Stock		T. Rowe Price Associates, Inc.	3,791,537	(1)	6.7%
		1307 Point Street Baltimore, MD 21231
Common Stock		The Vanguard Group	6,044,184	(2)	10.69%
		100 Vanguard Blvd. Malvern, PA 19355
Common Stock		BlackRock, Inc.	6,707,973	(3)	11.9%
		50 Hudson Yards New York, NY 10001

(1)	Based solely on the Schedule 13G, Amendment No. 1, filed on November 14, 2025, reporting on beneficial ownership as of September 30, 2025, T. Rowe Price Associates, Inc. reported sole dispositive power with respect to 3,791,537 shares and sole voting power with respect to 3,763,847 shares.
(2)	Based solely on the Schedule 13G, Amendment No. 1, filed on February 13, 2024, reporting on beneficial ownership as of December 29, 2023, The Vanguard Group reported sole dispositive power with respect to 5,951,871 shares, shared dispositive power with respect to 92,313 shares, and shared voting power with respect to 35,540 shares. On March 27, 2026, The Vanguard Group further amended its Schedule 13G/A to disclose that as of March 13, 2026 (i) as a result of an internal realignment, it was no longer deemed to beneficially own shares of our common stock beneficially owned by certain of its subsidiaries and/or business divisions, and accordingly, it was no longer deemed to beneficially own any shares of our common stock and (ii) going forward, such subsidiaries and/or business divisions of The Vanguard Group will report beneficial ownership separately (on a disaggregated basis).
(3)	Based solely on the Schedule 13G, Amendment No. 1, filed on January 23, 2024, reporting on beneficial ownership as of December 31, 2023, BlackRock, Inc. reported sole voting power with respect to 6,595,920 shares and sole dispositive power with respect to 6,707,973 shares.


What We Do

þ			Pay for Performance - Annual cash incentive and the performance stock units (PSUs) portion of the long-term incentive are tied to performance measures set by the compensation committee and comprise the largest portion of executive compensation.
þ			Independent Compensation Committee - All members of the compensation committee meet the independence standards under the NYSE listing standards and the SEC rules.
þ			Independent Compensation Consultant - The compensation committee retains an independent compensation consultant to evaluate executive compensation plans and practices.
þ			Competitive Compensation - Executive compensation reflects executive performance, experience, relative value compared to other positions within the company, relationship to competitive market value compensation, corporate and business segment economic environment, and the actual performance of the company against pre-established goals.
þ			Annual Cash Incentive - Payment of annual cash incentive awards is based on overall pre-established annual company performance measures.
þ			Long-Term Equity Incentive - 2025 long-term incentive awards may be earned at the end of a three-year period. Payment of PSUs, which represent 65% of each named executive officer’s long-term incentive, are based on the achievement of pre-established performance measures. Payment of RSUs, which represent 35% of each named executive officer’s long-term incentive, are based on continued employment of the executive through the end of the three-year period. All long-term incentives are settled with shares of common stock, which promotes stock ownership by our named executive officers and aligns their interests with those of stockholders.
þ			Balanced Mix of Pay Components - The target compensation mix represents a balance of annual cash and long-term equity-based compensation.
þ			Tally Sheets - Annual review of compensation tally sheets for executive officers, reflecting the executive officer’s target total compensation, realized total compensation, outstanding equity awards, and applicable retirement benefits.
þ			Double-Trigger Change in Control Severance Plan - We maintain reasonable severance practices in line with market practices, including double-trigger change in control provisions in the Change in Control Severance Plan adopted in August of 2024 and in employee equity awards granted after adoption of the Change in Control Severance Plan.
þ			Annual Compensation Risk Analysis - Risks related to our compensation programs are regularly analyzed through an annual compensation risk assessment.
þ			Stock Ownership and Retention Requirements - Executive officers are required to own, within five years of appointment or promotion, company common stock equal to a multiple of their base salary. Our CEO is required to own stock equal to six times his base salary, and the other named executive officers are required to own stock equal to two or three times their base salary. Equity incentive awards that have vested into shares of common stock must also be held until stock ownership requirements are met, less any shares that are withheld to cover tax withholding obligations upon the vesting of such awards.
þ			Clawback Policy - If the company’s audited financial statements are restated due to any material noncompliance with the financial reporting requirements under the securities laws, the company is required to pursue recoupment of certain “erroneously awarded” compensation paid to our executive officers.

What We Do Not Do


ý			Stock Options - The company does not use stock options as a form of incentive compensation.
ý			Employment Agreements - Executives do not have employment agreements entitling them to continued employment or specific payments upon termination.
ý			Perquisites - Executives do not receive perquisites that materially differ from those available to employees in general.
ý			Hedge Stock - Executives are not allowed to hedge company securities.
ý			Pledge Stock - Executives are not allowed to pledge company securities in margin accounts or as collateral for loans.
ý			No Dividends or Dividend Equivalents on Unvested Shares - We do not provide for payment of dividends or dividend equivalents on unvested share awards.
ý			Tax Gross-Ups - Executives do not receive tax gross-ups on their compensation.


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


NEO		2025 Base Salary ($)	2024 to 2025 Increase
Brian R. Gray		1,000,000	14	%
Nathan W. Ring		545,000	4	%
Trevor J. Hastings		545,000	4	%
Karl A. Liepitz		485,000	2	%
Glenn R. Pladsen(1)		425,000	N/A
(1)	Mr. Pladsen became an NEO in 2025.


NEO		2025 Target Annual Cash Incentive % of Annual Base Salary		2024 Target Annual Cash Incentive % of Annual Base Salary
Brian R. Gray		120	%	115	%
Nathan W. Ring		75	%	75	%
Trevor J. Hastings		75	%	75	%
Karl A. Liepitz		75	%	75	%
Glenn R. Pladsen(1)		75	%	N/A
(1)	Mr. Pladsen became an NEO in 2025.


Metric	Weighting	Definition/Notes
Adjusted EBITDA	90%	Adjusted EBITDA is a non-GAAP financial measure and is defined in this context as net income before interest expense (net of interest income), income taxes and depreciation, depletion and amortization expense, adjusted to exclude unrealized gains (losses) on benefit plan investments, stock-based compensation expense, impact of selling acquired inventory after markup to fair value as part of acquisition accounting, transaction costs incurred for acquisitions, divestitures or other strategic transactions not included in the plan, asset sale gains (losses), multiemployer pension plan withdrawal liabilities and certain other non-operating items.
TRIR	5%	Measure of incidents that result in an employee injury requiring medical treatment beyond first aid divided by total hours worked.
Workers Compensation Cost/Hour	5%	Measure of injury severity including all medical costs incurred resulting from work-related injury or illness.


	Threshold				Target				Maximum
Performance Measure	Results		Payout %		Results		Payout %		Results		Payout %
Adjusted EBITDA	$447.6	million	50	%	$559.5	million	100	%	$615.4	million	200	%
TRIR	2.25		50	%	1.96		100	%	1.76		200	%
Workers Compensation Cost/Hour	$0.33		50	%	$0.29		100	%	$0.26		200	%


Performance Measure	Approved Results		Payout Percentage		% of Award Opportunity Payout		Weighted Award Opportunity Payout %
Adjusted EBITDA	$496.3	million	71.8	%	90	%	64.6	%
TRIR	1.79		185.0	%	5	%	9.3	%
Workers Compensation Cost/Hour	0.18		200.0	%	5	%	10.0	%
Total					100.0	%	83.9	%


NEO	2025 Target Annual Cash Incentive ($)	Weighted Award Opportunity Payout %		2025 Actual Annual Cash Incentive ($)
Brian R. Gray	1,200,000	83.9	%	1,006,253
Nathan W. Ring	408,750	83.9	%	342,755
Trevor J. Hastings	408,750	83.9	%	342,755
Karl A. Liepitz	363,750	83.9	%	305,021

Glenn R. Pladsen	318,750	83.9	%	267,286


NEO	Base Salary ($)	Target Long-Term Incentive of Base Salary (%)		Target Long-Term Incentive Value ($)	Target Performance Stock Units (#)	Time-Based Restricted Stock Units (#)
Brian R. Gray	1,000,000	375	%	3,750,000	23,396	12,599
Nathan W. Ring	545,000	170	%	926,500	5,780	3,114
Trevor J. Hastings	545,000	170	%	926,500	5,780	3,114
Karl A. Liepitz	485,000	170	%	824,500	5,144	2,770
Glenn R. Pladsen	425,000	125	%	531,250	3,314	1,786


November 2024 Compensation Committee Meeting						•Received Market Analysis on executive compensation prepared by Meridian •Approved 2025 salary grade structure •Approved base salary, annual and long-term target incentive compensation opportunities for 2025
February 2025 Compensation Committee Meeting						•Approved annual cash incentive performance measures for 2025 •Approved grant of 2025-2027 long-term equity-based incentive awards including PSUs and RSUs

March 2026 Compensation Committee Meeting						•Approved results and payment of 2025 annual cash incentives


2025 Compensation Benchmarking Peer Group Companies(1)
Allegion plc		Eagle Materials Inc.	Sterling Infrastructure, Inc.
Arcosa, Inc.		Gibraltar Industries, Inc.	Summit Materials, Inc.
Armstrong World Industries, Inc.		Granite Construction Incorporated	The AZEK Company Inc.
Compass Minerals International, Inc.		Martin Marietta Materials, Inc.	Vulcan Materials Company
Construction Partners, Inc.		Minerals Technologies Inc.
Dycom Industries, Inc.		Simpson Manufacturing Co., Inc.
(1)	Masonite International Corporation was removed from the 2025 compensation benchmarking peer group due to being acquired by Owens Corning.


Name and Principal Position (a)		Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)(2)	Non-Equity Incentive Plan Compensation ($) (g)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h)(3)	All Other Compensation ($) (i)(4)	Total ($) (j)

Brian R. Gray President and Chief Executive Officer (CEO)		2025	1,000,000	—	3,785,841	1,006,253	—	28,774	5,820,868
		2024	880,000	—	4,119,361	1,825,838	—	116,374	6,941,573
		2023	658,334	—	2,620,279	1,644,521	—	68,348	4,991,482
Nathan W. Ring Vice President and Chief Financial Officer (CFO)		2025	545,000	—	935,426	342,755	—	83,274	1,906,455
		2024	525,000	—	1,114,035	710,399	—	80,874	2,430,308
		2023	394,408	—	661,819	624,096	—	58,829	1,739,152
Trevor J. Hastings Vice President and Chief Operating Officer (COO)		2025	545,000	—	935,426	342,755	61,030	94,274	1,978,485
		2024	525,000	—	1,114,035	710,399	—	94,674	2,444,108
		2023	466,904	100,000	768,210	752,381	58,062	82,322	2,227,879
Karl A. Liepitz Vice President, Chief Legal Officer and Secretary (CLO)		2025	485,000	—	832,371	305,021	3,358	84,251	1,710,001
		2024	475,000	—	1,007,980	642,742	—	82,736	2,208,458
		2023	470,000	—	867,663	756,879	8,525	82,428	2,185,495



Glenn R. Pladsen (1) Vice President and Chief Excellence Officer (CXO)		2025	425,000	—	536,385	267,286	—	71,158	1,299,829
(1)	Mr. Pladsen was not an NEO for purposes of the Summary Compensation Table in 2024 or 2023.
(2)	Amounts in this column represent the aggregate grant date fair value of RSUs and PSUs at target calculated in accordance with generally accepted accounting principles for stock-based compensation in Accounting Standards Codification Topic 718 and as described in Note 12 of our audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025. This column was prepared assuming none of the awards were or will be forfeited. For 2025, the aggregate grant date fair value of the outstanding PSUs assume the highest level of payout would be as follows:


Name	Aggregate Grant Date Fair Value at Highest Payout ($)
Brian R. Gray	6,398,589
Nathan W. Ring	1,580,908
Trevor J. Hastings	1,580,908
Karl A. Liepitz	1,406,827

Glenn R. Pladsen		906,476