Knife River Corp DEF 14A, filed Apr 7, 2025

Knife River Corp (KNF)

DEF 14A 2025-04-07 For: 2025-05-22

View Original

Added on June 12, 2026

About this DEF 14A

Knife River Corp filed this DEF 14A on April 7, 2025.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Items of Business	1.	Election of three Class II 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 2025;
	4.	Amendment and restatement of the company’s amended and restated certificate of incorporation to eliminate the supermajority voting requirements; and
	5.	Transaction of any other business that may properly come before the annual meeting or any adjournment(s) thereof.

Record Date	The board has set the close of business on March 28, 2025, 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 28, 2025, 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/KNF2025 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 7, 2025. The Notice will also be sent to certain stockholders on or about April 7, 2025. 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	Summary Compensation Table	61
Company Overview	3	Grants of Plan-Based Awards	63
Business Performance Highlights	3	Outstanding Equity Awards at Fiscal Year-End	65
Corporate Governance Practices	5	Option Exercises and Stock Vested	66
Compensation Highlights	6	Pension Benefits	66
Sustainability Highlights	7	Nonqualified Deferred Compensation	68
BOARD OF DIRECTORS		Potential Payments upon Termination or
Item 1. Election of Directors	12	Change of Control	69
Director Nominees	14	CEO Pay Ratio Disclosure	74
Board Composition and Effectiveness	21	Pay Versus Performance	75
Board Skills and Characteristics	22	AUDIT MATTERS
CORPORATE GOVERNANCE		Item 3 . Ratification of the Appointment of
Director Independence	25	Deloitte & Touche LLP as the Company’s Independent
Oversight of Sustainability	25	Registered Public Accounting Firm for 2025	79
Stockholder Engagement	27	Annual Evaluation and Selection of Deloitte &
Stockholder Communications with the Board	28	Touche LLP	79
Board Leadership Structure	28	Audit Fees and Non-Audit Fees	80
Board’s Role in Risk Oversight	28	Policy on Audit Committee Pre-Approval of Audit
Board Meetings and Committees	30	and Permissible Non-Audit Services	81
Additional Governance Features	33	Audit Committee Report	82
Corporate Governance Materials	36	OTHER MATTERS
Related Person Transaction Disclosure	36	Item 4. Amendment and Restatement of the Company ’s
COMPENSATION OF NON-EMPLOYEE DIRECTORS		Amended and Restated Certificate of Incorporation to
Director Compensation	38	Eliminate the Supermajority Voting Requirements	83
SECURITY OWNERSHIP		INFORMATION ABOUT THE ANNUAL MEETING
Security Ownership Table	41	Who Can Vote	85
Stock Hedging a nd Pledging Policy	41	Notice and Access	85
Greater than 5% Beneficia l Owners	42	How to Vote	85
EXECUTIVE COMPENSATION		How to Attend and Vote at the Annual Meeting	86
Item 2 . Advisory Vote to Approve the Compensation Paid		Technical Difficulties	87
to the Company’s Named Executive Officers	43	Revoking Your Proxy or Changing Your Vote	87
Information Concerning Executive Officers	44	Discretionary Voting Authority	87
Compensation Discussion and Analysis	45	Voting Standards	88
Executive Summary	45	Proxy Solicitation	89
Compensation Framework	48	Householding of Proxy Materials	89
Compensation for Named Executive Officers	49	Knife River Corporation 401(k) Plan	89
Other Benefits	53	Why Hold a Virtual Annual Meeting	89
Compensation Decision Process	55	Tabulation of Votes	89
Compensation Governance	56	Annual Meeting Results	89
Compensation Committee Report	58	Stockholder Proposals, Director Nominations, and
Compensation Policies and Practices as They Relate		Other Items of Business for 202 6 Annual Meeting	90
to Risk Management	59	APPENDIX A	A-1
Executive Compensation Tables	61	APPENDIX B	B-1


Annual Meeting Information


Date and Time	Virtual Location	Record Date

May 22, 2025	www.virtualshareholdermeeting.com/KNF2025	March 28, 2025
10:00 a.m. CDT


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 environmental and sustainability strategy and establishes, maintains, and enhances the processes, procedures, and controls for the company’s environmental and sustainability disclosures.


Class II terms expire at the 2025 annual meeting:
Patricia Chiodo
Patricia L. Moss
William J. Sandbrook
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


			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 22, 2025



			Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be Held on May 22, 2025. The 2025 Notice of Annual Meeting and Proxy Statement and 2024 Annual Report to Stockholders are available at www.knfproxy.com.


Knife River provides construction materials and contracting services across 14 states. We are the fourth-largest producer of sand and gravel in the country, and during our peak season we employ nearly 6,000 people. In 2024, we achieved record revenue, net income, Adjusted EBITDA and Adjusted EBITDA margin, driven by strong business fundamentals and our “Competitive EDGE” strategy for delivering long-term, profitable growth.


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 2024, 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 2024, 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.


Knife River is a leading construction materials and contracting services provider in the U.S. We manage our business with a long-term view toward sustainable operations, focusing on how economic, environmental and social impacts help the company support a strong and sustainable national infrastructure. We integrate sustainability efforts into our business strategy because we believe these efforts directly affect long-term business viability and profitability. Our focus on sustainability helps ensure we are a good corporate citizen while creating opportunities to increase revenues and profitability, create a competitive advantage and attract a skilled workforce. Highlights of our enhanced efforts and achievements in the past year are set forth below. For additional information on our sustainability efforts, see our Sustainability Report on our website, which is not part of this Proxy Statement and is not incorporated by reference as part of this Proxy Statement.


Reporting Frameworks
We report sustainability metrics relevant and important to our operations using frameworks developed by the Sustainability Accounting Standards Board (SASB) and we continue to incorporate guidance from the Task Force on Climate-Related Financial Disclosures (TCFD) into our reporting.


			■Environment Award. Environmental stewardship is one of Knife River’s core values. Each year, our Environment Award recognizes individuals or teams of employees for projects and activities that advance Knife River’s sustainability efforts and/or progress in reducing and minimizing environmental impacts.


■Knife River Training Center. Knife River is actively engaged in attracting, training and retaining the next generation of construction-industry employees. The state-of-the-art Knife River Training Center is used company-wide to enhance the skills of current employees and to recruit and teach skills to new employees through both classroom education and hands-on experience. It also is used by Knife River’s customers and industry peers, who send employees to the center to take courses on heavy equipment, truck driving, leadership development, facilitator training, safety training and more. In 2024, the training center hosted approximately 15,000 users for various trainings, classes, meetings and events, including an estimated 2,300 youth and educators. The training center plays a critical role in Knife River’s workforce remaining sustainable and contributes to showcasing construction as a career of choice.


By order of the Board of Directors,

Karl A. Liepitz
Secretary


TABLE OF CONTENTS


			The board of directors recommends that the stockholders vote “FOR” the election of each nominee.


OUTCOMES OF STOCKHOLDER ENGAGEMENT
			•Proposed amendment and restatement of the company’s amended and restated certificate of incorporation to eliminate the supermajority voting requirements
			•2024 executive compensation tied to executing the company’s EDGE strategy
			•Updated financial disclosure for segment reporting, capital allocation, and public infrastructure spending


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)(6)	All Other Compensation ($)(2)	Total ($)
German Carmona Alvarez		125,000	205,650	103	330,753
Patricia Chiodo(3)		56,222	137,500	60	193,782
Thomas Everist(4)		107,733	—	43	107,776
Karen B. Fagg		235,000	239,925	103	475,028
Thomas W. Hill(5)		64,167	150,000	69	214,236
Patricia L. Moss		130,000	205,650	103	335,753
William J. Sandbrook		119,435	205,650	103	325,188

(1)	The amounts reflected in the column represent the aggregate grant date fair value of the prorated common stock award and the RSUs granted to our directors in 2024. 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 2024 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)	Includes group life insurance premiums paid on behalf of the director as applicable. Amounts for life insurance premiums reflect prorated amounts for directors serving less than a full year based on the number of months served.
(3)	Ms. Chiodo was appointed to the board on June 27, 2024. The fees and RSUs reflected in the table are prorated for her service in 2024.
(4)	Mr. Everist did not stand for reelection to the board at the 2024 annual meeting of stockholders. Mr. Everist received cash, in lieu of a prorated common stock award, for his service on the board from January 1, 2024 to May 14, 2024 because he was not an active member of the board on May 15, 2024 and therefore not eligible to receive an equity award.
(5)	Mr. Hill was elected to the board at the 2024 annual meeting of stockholders on May 14, 2024. The fees reflected in the table are prorated for his service in 2024.
(6)	The number of RSUs outstanding for each of our non-employee directors as of December 31, 2024, is as follows:


Name						Number of Unvested Restricted Stock Units
German Carmona Alvarez						1,905
Patricia Chiodo						1,962
Karen B. Fagg						2,222
Thomas W. Hill						1,905
Patricia L. Moss						1,905
William J. Sandbrook						1,905


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




German Carmona Alvarez			3,529		*
Patricia Chiodo			—
Nancy K. Christenson			36,402	(1)	*
Karen B. Fagg			26,905		*
Brian R. Gray			8,311	(1)	*
Trevor J. Hastings			22,934	(1)	*
Thomas W. Hill			—
Karl A. Liepitz			21,242	(1)	*
Patricia L. Moss			26,378		*
Nathan W. Ring			10,308	(1)	*
William J. Sandbrook			2,239		*
All directors, director nominees, and executive officers as a group (13 in number)			173,203	(1)	0.3
* Less than one percent of the class. Percent of class is calculated based on 56,652,361 outstanding shares as of February 28, 2025.
(1)	Includes full shares allocated to the officer’s account in our 401(k) retirement plan.


The board of directors recommends a vote “FOR” the approval, on a non-binding advisory basis, of the compensation of the company’s named executive officers, as disclosed in this Proxy Statement.


What We Do

þ			Pay for Performance - Annual cash incentive and the performance share award 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 of Adjusted EBITDA, total recordable incident rate (TRIR) and lost time incident rate (LTIR).
þ			Long-Term Equity Incentive - 2024 long-term incentive awards may be earned at the end of a three-year period. Payment of performance share awards (PSAs), 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 retention of the executive at 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			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	880,000	115	%	375	%	5,192,000
Nathan W. Ring	525,000	75	%	170	%	1,811,250
Trevor J. Hastings	525,000	75	%	170	%	1,811,250
Karl A. Liepitz	475,000	75	%	170	%	1,638,750
Nancy K. Christenson	400,000	60	%	100	%	1,040,000


NEO	2024 Base Salary ($)	2023 to 2024 Increase
Brian R. Gray	880,000	10	%
Nathan W. Ring	525,000	17	%
Trevor J. Hastings	525,000	5	%
Karl A. Liepitz	475,000	1	%
Nancy K. Christenson	400,000	14	%


NEO	2024 Target Annual Cash Incentive % of Annual Base Salary		2023 Target Annual Cash Incentive % of Annual Base Salary
Brian R. Gray	115	%	115	%
Nathan W. Ring	75	%	75	%
Trevor J. Hastings	75	%	75	%
Karl A. Liepitz	75	%	75	%
Nancy K. Christenson	60	%	60	%


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, one-time Separation costs, 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.
LTIR	5%	Measure of incidents that result in an employee not being able to return to work for their next scheduled shift divided by total hours worked.


	Threshold				Target				Maximum
Performance Measure	Results		Payout %		Results		Payout %		Results		Payout %
Adjusted EBITDA	$325.5	million	50	%	$434.0	million	100	%	$477.4	million	200	%
TRIR	2.40		50	%	2.10		100	%	1.84		200	%
LTIR	0.91		50	%	0.55		100	%	0.26		200	%


Performance Measure	Approved Results		Payout Percentage		% of Award Opportunity Payout		Weighted Award Opportunity Payout %
Adjusted EBITDA	$469.5	million	181.8	%	90	%	163.6	%
TRIR	1.89		180.8	%	5	%	9.0	%
LTIR	0.39		155.2	%	5	%	7.8	%
Total					100.0	%	180.4	%


NEO	2024 Target Annual Cash Incentive ($)	Weighted Award Opportunity Payout %		2024 Actual Annual Cash Incentive ($)
Brian R. Gray	1,012,000	180.4	%	1,825,838
Nathan W. Ring	393,750	180.4	%	710,399
Trevor J. Hastings	393,750	180.4	%	710,399
Karl A. Liepitz	356,250	180.4	%	642,742
Nancy K. Christenson	240,000	180.4	%	433,005


NEO		Base Salary ($)	Target Long-Term Incentive of Base Salary (%)		Target Long-Term Incentive Value ($)	Target Performance Shares (#)(1)	Time-Based Restricted Stock Units (#)(2)
Brian R. Gray		880,000	375	%	3,300,000	33,000	17,769
Nathan W. Ring		525,000	170	%	892,500	8,925	4,805
Trevor J. Hastings		525,000	170	%	892,500	8,925	4,805
Karl A. Liepitz		475,000	170	%	807,500	8,075	4,348
Nancy K. Christenson		400,000	100	%	400,000	4,000	2,153
(1)	PSAs represent 65% of the total 2024 long-term equity compensation.
(2)	RSUs represent 35% of total 2024 long-term equity compensation.


November 2023 Compensation Committee Meeting						•Received Market Analysis on executive compensation prepared by Meridian •Approved 2024 salary grade structure •Approved base salary, annual and long-term target incentive compensation opportunities for 2024
February 2024 Compensation Committee Meeting						•Approved annual cash incentive performance measures for 2024 •Approved grant of 2024-2026 long-term equity-based incentive awards including PSAs and RSUs
August 2024 Compensation Committee Meeting						•Approved and adopted the CIC Plan
February 2025 Compensation Committee Meeting						•Approved results and payment of 2024 annual cash incentives


2024 Compensation Benchmarking Peer Group Companies
Allegion plc	Eagle Materials Inc.	Simpson Manufacturing Co., Inc.
Arcosa, Inc.	Gibraltar Industries, Inc.	Sterling Infrastructure, Inc.
Armstrong World Industries, Inc.	Granite Construction Incorporated	Summit Materials, Inc.
Compass Minerals International, Inc.(1)	Martin Marietta Materials, Inc.	The AZEK Company Inc.
Construction Partners, Inc.	Masonite International Corporation	Vulcan Materials Company
Dycom Industries, Inc.	Minerals Technologies Inc.


Name and Principal Position (a)		Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)(1)	Non-Equity Incentive Plan Compensation ($) (g)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h)(2)	All Other Compensation ($) (i)(3)	Total ($) (j)

Brian R. Gray President and Chief Executive Officer (CEO)		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
		2022	359,341	—	—	332,717	—	72,308	764,366
Nathan W. Ring Vice President and Chief Financial Officer (CFO)		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
		2022	302,952	—	169,102	95,127	—	63,077	630,258
Trevor J. Hastings Vice President and Chief Operating Officer (COO)		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
		2022	400,000	—	405,956	36,720	—	97,478	940,154
Karl A. Liepitz Vice President, Chief Legal Officer and Secretary (CLO)		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
		2022	440,000	—	714,491	187,110	—	100,604	1,442,205
Nancy K. Christenson Vice President of Administration		2024	400,000	—	499,257	433,005	—	86,619	1,418,881
		2023	326,084	—	353,418	428,167	5,280	75,215	1,188,164
		2022	280,000	—	156,301	87,920	17,630	80,378	622,229

(1)	Amounts in this column represent the aggregate grant date fair value of RSUs and PSAs 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, 2024. This column was prepared assuming none of the awards were or will be forfeited. For 2024, the aggregate grant date fair value of the outstanding PSAs assume the highest level of payout would be as follows: