UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ý

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Check the appropriate box:

¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ýDefinitive Proxy Statement

¨ Definitive Additional Materials

¨ Soliciting Material under §240.14a-12

MDU Resources Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check ~~the appropriate box)~~all boxes that apply):

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¨ Fee paid previously with preliminary materials

¨ Fee computed on table ~~below~~in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


1)	~~Title of each class of securities to which transaction applies:~~


2)	~~Aggregate number of securities to which transaction applies:~~

2023 Notice of Annual Meeting of

Stockholders and Proxy Statement

Annual Meeting

Tuesday, May 9, 2023

11:00 a.m. Central Daylight Saving Time

909 Airport Road

Bismarck, North Dakota

(This page is intentionally left blank.)


3)	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~


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¨	~~Fee paid previously with preliminary materials~~


¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


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4)	~~Date Filed:~~



				March 24, 2023



	~~March 23, 2018~~

Fellow Stockholders:

I invite you to ~~join me,~~attend our ~~Board of Directors and members of our senior management team at our~~ annual ~~stockholder~~ meeting at 11 a.m.~~, Central Daylight Saving Time, on~~ CDT May ~~8, 2018,~~9, 2023, at 909 Airport Road in Bismarck, North ~~Dakota.~~

~~In addition~~Dakota, where you will have the opportunity to ~~the business we will conduct~~engage with our Board of Directors and senior management team. Please check our website at the meeting, I will describe the significant drivers of our strong 2017 financial results as well as the growth projects we have underway or soon to be started this year. Absent the benefit we recorded in 2017 from implementing the Tax Cuts and Jobs Act, which was signed into law December 22, our earnings were up about 5 percent over 2016. This shows the strength of our two-pillar approach to our operations, with strong performance from both our regulated energy delivery businesses and our construction materials and services businesses.

We remain committed to returning the value to you that you expect from your investment in MDU Resources. In 2017, we marked our 80th consecutive year of paying dividends to our stockholders and we increased our dividend paymentwww.mduproxy.com for ~~the 27th consecutive year, a feat achieved by fewer than 100 other U.S.-listed companies.~~

~~As we celebrate our 70th year of being listed on the New York Stock Exchange, we remain committed to Building a Strong America~~^®~~. We hope you share in our excitement about the momentum we have going into 2018 and the substantial opportunities for growth at all of our businesses.~~

~~In our Proxy Statement this year, we have included~~ additional ~~summarized~~ information about our ~~environmental~~meeting.

During the meeting, we will hear the results of stockholder voting on the items outlined in this Proxy Statement, including election of our Board of Directors, the advisory votes regarding the frequency of voting on and ~~social practices. If you would like greater detail about our sustainability efforts, please refer~~the compensation paid to our ~~Sustainability Report on~~named executive officers, and ratification of our ~~website at www.mdu.com.~~

independent auditors. I ~~look forward~~encourage you to ~~seeing you May 8. Details on how to receive a ticket to attend our annual meeting are included on the~~ ~~Notice of Annual Meeting~~ ~~and~~ ~~page 61~~ ~~of this Proxy Statement.~~

~~If you are not able to attend the annual stockholder meeting, your vote is still important to us. Please~~ promptly follow the instructions on your notice or proxy card to vote ~~and make sure~~ your shares ~~are represented.~~on these items.

We had very strong operational performance in 2022. I look forward to sharing with you our results as well as the strong growth trajectory we believe we are on at each of our businesses, with an all-time high combined backlog of more than $3 billion of work at our construction businesses and planned capital investments of $2.5 billion over the next five years at our regulated energy delivery businesses.

I will give an update on the great progress we’re making toward completing the anticipated separation of Knife River Corporation into an independent, publicly traded company and the strategic review of MDU Construction Services Group, Inc. We expect both initiatives to be complete in the second quarter as we work to optimize value for you, our shareholders, by working to create two pure-play, publicly traded companies, with one focused on regulated energy delivery and the other on construction materials.

I appreciate your continued investment in MDU ~~Resources.~~Resources and look forward to visiting with you May 9.


			Sincerely,
			~~Sincerely yours,~~

			David L. Goodin
			President and Chief Executive Officer

MDU Resources Group, Inc. Proxy Statement

~~Proxy Statement~~

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MDU Resources Group, Inc. Proxy Statement

Proxy Statement

1200 West Century Avenue

Mailing Address:

P.O. Box 5650

Bismarck, North Dakota 58506-5650

(701) 530-1000

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ~~MAY 8, 2018~~

May 9, 2023

March ~~23, 2018~~24, 2023

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of MDU Resources Group, Inc. will be held at 909 Airport Road, Bismarck, North Dakota 58504, on Tuesday, May ~~8, 2018,~~9, 2023, at 11:00 a.m., Central Daylight Saving Time, for the following purposes:



Items of ~~Business~~	1.	Election of directors;
2.Business	2.	Advisory vote to approve the frequency of future advisory votes to approve the compensation paid to the company’s named executive officers;
	3.	Advisory vote to approve the compensation paid to the company’s named executive officers;
	3.4.	Ratification of the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for ~~2018~~;2023; and
	4.5.	Transaction of any other business that may properly come before the meeting or any adjournment(s) thereof.


Record Date	The board of directors has set the close of business on March ~~9, 2018~~,10, 2023, as the record date for the determination of ~~common~~ stockholders who will be entitled to notice of, and to vote at, the meeting and any adjournment(s) thereof.


Meeting Attendance	All stockholders as of the record date of March ~~9, 2018,~~10, 2023, are cordially invited ~~and urged~~ to attend the annual meeting. You must request an admission ticket ~~in order~~ to attend. If you are a stockholder of record and plan to attend the meeting, please contact MDU Resources Group, Inc. by email at CorporateSecretary@mduresources.com or by telephone at 701-530-1010 to request an admission ticket. A ticket will be sent to you by mail. If your shares are held beneficially in the name of a bank, broker, or other holder of record, and you plan to attend the annual meeting, you will need to submit a written request for an admission ticket by mail to: Investor Relations, MDU Resources Group, Inc., P.O. Box 5650, Bismarck, ND 58506 or by email at CorporateSecretary@mduresources.com. The request must include proof of stock ownership as of March ~~9, 2018,~~10, 2023, such as a bank or brokerage firm account statement or a legal proxy from the bank, broker, or other holder of record confirming ownership. A ticket will be sent to you by mail. Requests for admission tickets must be received no later than May ~~1, 2018.~~2, 2023. You must present your admission ticket and state-issued photo identification, such as a driver’s license, to gain admittance to the meeting.


Proxy Materials	This Proxy Statement will first be sent to stockholders requesting written materials on or about March 24, 2023. A Notice of Availability of Proxy Materials (Notice) will also be sent to certain stockholders on or about March ~~23, 2018.~~24, 2023. The Notice contains basic information about the annual meeting and instructions on how to view our proxy materials and vote ~~electronically on the Internet. Stockholders who do not receive the Notice will receive a paper copy of our proxy materials, which will be sent on or about March 29, 2018.~~online.

Important Notice Regarding the Availability of Proxy Materials for the ~~Stockholder~~Stockholders Meeting to be Held on May ~~8, 2018.~~9, 2023.

The ~~2018~~2023 Notice of Annual Meeting and Proxy Statement and ~~2017~~2022 Annual Report to Stockholders

are available at ~~www.mdu.com/proxymaterials.~~www.mduproxy.com.

~~MDU Resources Group, Inc.~~ ~~Proxy Statement~~

~~Proxy Statement~~

TABLE OF CONTENTS
Page Page

PROXY STATEMENT SUMMARY
1
EXECUTIVE COMPENSATION (continued)

BOARD OF DIRECTORS

Executive Compensation Tables
43

Item 1. Election of Directors
8

Summary Compensation Table
43

Director Nominees
8

Grants of Plan-Based Awards
45

CORPORATE GOVERNANCE

Outstanding Equity Awards at Fiscal Year-End
47

Director Independence
14

Option Exercises and Stock Vested
48

Stockholder Engagement
14

Pension Benefits
48

Board Leadership Structure
14

Nonqualified Deferred Compensation
50

Board’s Role in Risk Oversight
15

Potential Payments Upon Termination or

Board Meetings and Committees
15

   Change of Control
51

Compensation Policies and Practices

       CEO Pay Ratio Disclosure
55

   as They Relate to Risk Management
18

AUDIT MATTERS

Stockholder Communications with the Board
19

Item 3. Ratification of the Appointment of

Additional Governance Features
19

   Deloitte & Touche LLP as the Company’s Independent

Corporate Governance Materials
21

   Registered Public Accounting Firm for 2018
56

Related Person Transaction Disclosure
21

       Annual Evaluation and Selection of Deloitte &

COMPENSATION OF NON-EMPLOYEE DIRECTORS

   Touche LLP
56

Director Compensation
22

Audit Fees and Non-Audit Fees
57

SECURITY OWNERSHIP

Policy on Audit Committee Pre-Approval of Audit

Security Ownership Table
24

   and Permissible Non-Audit Services of the

Section 16 Compliance
25

   Independent Registered Public Accounting Firm
57

EXECUTIVE COMPENSATION

Audit Committee Report
58

Item 2. Advisory Vote to Approve the Compensation Paid

INFORMATION ABOUT THE ANNUAL MEETING

   to the Company’s Named Executive Officers
26

Who Can Vote
59

Information Concerning Executive Officers
27

Notice and Access
59

Compensation Discussion and Analysis
28

How to Vote
59

Executive Summary
28

Revoking Your Proxy
59

2017 Compensation Framework
32

Discretionary Voting Authority
60

2017 Compensation for Our Named

Voting Standards
60

   Executive Officers
33

Proxy Solicitation
60

Other Benefits
40

Electronic Delivery of Proxy Statement
61

Compensation Governance
41

Householding of Proxy Materials
61

Compensation Committee Report
42

MDU Resources Group, Inc. 401(k) Plan
61

Annual Meeting Admission and Guidelines
61

Conduct of the Meeting
62

Stockholder Proposals, Director Nominations, and

   Other Items of Business for 2019
62

~~MDU Resources Group, Inc.~~ ~~Proxy Statement~~

~~Proxy Statement~~

MDU Resources Group, Inc. Proxy Statement

Proxy Statement


TABLE OF CONTENTS

	PROXY STATEMENT SUMMARY		EXECUTIVE COMPENSATION (continued)
	Annual Meeting Information	1	Other Benefits	61
	Company Overview	2	Compensation Governance	63
	Business Performance Highlights	3	Compensation Committee Report	63
	Financial Performance Highlights	4	Executive Compensation Tables	64
	Corporate Governance Practices	5	Summary Compensation Table	64
	Compensation Highlights	7	Grants of Plan-Based Awards	66
	Sustainability Highlights	9	Outstanding Equity Awards at Fiscal Year-End	68
	BOARD OF DIRECTORS		Option Exercises and Stock Vested	69
	Item 1. Election of Directors	16	Pension Benefits	69
	Director Nominees	17	Nonqualified Deferred Compensation	71
	Board Evaluations and Process for Selecting Directors	23	Potential Payments upon Termination or
	Board Skills and Diversity Matrix	24	Change of Control	73
	CORPORATE GOVERNANCE		CEO Pay Ratio Disclosure	77
	Director Independence	26	Pay Versus Performance	77
	Oversight of Sustainability	26	AUDIT MATTERS
	Stockholder Engagement	28	Item 4. Ratification of the Appointment of
	Stockholder Communications with the Board	28	Deloitte & Touche LLP as the Company’s Independent
	Board Leadership Structure	29	Registered Public Accounting Firm for 2023	81
	Board’s Role in Risk Oversight	29	Annual Evaluation and Selection of Deloitte &
	Board Meetings and Committees	31	Touche LLP	81
	Additional Governance Features	34	Audit Fees and Non-Audit Fees	82
	Corporate Governance Materials	36	Policy on Audit Committee Pre-Approval of Audit
	Related Person Transaction Disclosure	36	and Permissible Non-Audit Services	82
	COMPENSATION OF NON-EMPLOYEE DIRECTORS		Audit Committee Report	83
	Director Compensation	38	INFORMATION ABOUT THE ANNUAL MEETING
	SECURITY OWNERSHIP		Who Can Vote	84
	Security Ownership Table	40	Notice and Access	84
	Hedging Policy	40	How to Vote	84
	Greater than 5% Beneficial Owners	41	Revoking Your Proxy or Changing Your Vote	84
	Delinquent Section 16(a) Reports	41	Discretionary Voting Authority	85
	EXECUTIVE COMPENSATION		Voting Standards	85
	Item 2. Advisory Vote to Approve the Frequency of Future		Proxy Solicitation	85
	Advisory Votes to Approve the Compensation to the		Electronic Delivery of Proxy Statement	86
	Company’s Named Executive Officers	42	Householding of Proxy Materials	86
	Item 3. Advisory Vote to Approve the Compensation Paid		MDU Resources Group, Inc. 401(k) Plan	86
	to the Company’s Named Executive Officers	43	Annual Meeting Admission and Guidelines	86
	Information Concerning Executive Officers	44	Conduct of the Meeting	87
	Compensation Discussion and Analysis	45	Stockholder Proposals, Director Nominations, and
	Executive Summary	45	Other Items of Business for 2024 Annual Meeting	87
	2022 Compensation Framework	50
	2022 Compensation for Our Named
	Executive Officers	54

MDU Resources Group, Inc. Proxy Statement

Proxy Statement

Cautionary information and forward-looking statements. This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995.

Forward-looking statements are all statements other than statements of historical fact, including without limitation those statements that are identified by the words "anticipates," "estimates," "expects," "intends," "plans," "predicts" and similar expressions, and include statements concerning plans, trends, objectives, goals, strategies, including the anticipated separation of Knife River Corporation or the proposed future structure of two pure-play publicly traded companies, future events, or performance, and underlying assumptions (many of which are based, in turn, upon further assumptions) and other statements that are other than statements of historical facts. Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed.

Forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from those indicated (both favorably and unfavorably). These risks and uncertainties include, but are not limited to, those described in Part I—Item 1A “Risk Factors” in our 2022 Annual Report on Form 10-K (2022 Form 10-K) and subsequent Securities and Exchange Commission (SEC) filings. Caution should be taken not to place undue reliance on any such forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

MDU Resources Group, Inc. Proxy Statement

Proxy Statement


PROXY STATEMENT SUMMARY

To assist you in reviewing the company’s ~~2017~~2022 performance and voting your shares, we call your attention to key elements of our ~~2018~~2023 Proxy Statement. The following is only a summary and does not contain all of the information you should consider. You should read the entire Proxy Statement carefully before voting. For more ~~complete~~ information about these topics, please review the ~~complete~~full Proxy Statement and our ~~2017~~2022 Annual Report to Stockholders.


■			Annual Meeting Information

Meeting Information

Summary of Stockholder Voting Matters

Time and Date

Voting Matters

Board Vote Recommendation

See Page

~~Time and Date:~~

~~Voting Matters~~

~~See Page~~

11:00 a.m.

Central Daylight Saving Time

Tuesday, May ~~8, 2018~~9, 2023

Item ~~1 -~~1.

Election of Directors

FOR ~~each nominee~~Each Nominee

816

Item ~~2 -~~2.

Advisory Vote to Approve the Frequency of Future Advisory Votes to Approve the Compensation Paid to the Company’s Named Executive Officers

FOR One Year

Item 3.

Advisory Vote to Approve the Compensation Paid to the Company’s Named Executive Officers

FOR

2643

~~Place:~~Place

Item ~~3 -~~4.

Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for ~~2018~~2023

FOR

5681

MDU Service Center

909 Airport Road

Bismarck, ND 58504

Who Can Vote

If you held shares of MDU Resources Group, Inc. common stock at the close of business on March 10, 2023, you are entitled to vote at the annual meeting. You are encouraged to vote in advance of the meeting using one of the following voting methods.

How to Vote

Registered Stockholders

If your shares are held directly with our stock registrar, you can vote any one of four ways:

By Internet:

Go to the website shown on the Notice of Availability of Proxy Materials (Notice) or Proxy Card, if you received one, and follow the instructions.

)

By Telephone:

Call the telephone number shown on the Notice or Proxy Card, if you received one, and follow the instructions given by the voice prompts.

Voting via the Internet or by telephone authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned the Proxy Card by mail. Your voting instructions may be transmitted up until 11:59 p.m. Eastern Time on May 8, 2023.

By Mail:

If you received a paper copy of the Proxy Statement, Annual Report, and Proxy Card, mark, sign, date, and return the Proxy Card in the postage-paid envelope provided.

In Person:

Attend the annual meeting, or send a personal representative with an appropriate proxy, to vote by ballot at the meeting.

Beneficial Stockholders

If you held shares beneficially in the name of a bank, broker, or other holder of record (sometimes referred to as holding shares “in street name”), you will receive voting instructions from said bank, broker, or other holder of record. If you wish to vote in person at the meeting, you must obtain a legal proxy from your bank, broker, or other holder of record of your shares and present it at the meeting.

1 MDU Resources Group, Inc. Proxy Statement

Proxy Statement


■			Company Overview

MDU Resources is Building a Strong America®

A strong infrastructure is the heart of our country’s economy. It is the natural gas and electricity that power business, industry, and our daily lives. It is the pipes and wires that connect our homes, factories, offices and stores to bring them to life. It is the transportation network of roads, highways, and airports that keeps our economy moving. Infrastructure is our business.

~~Corporate Governance Highlights~~

Our Vision

With integrity, Building a Strong America® while being a great and safe place to work.

Our Mission

Deliver superior value to stakeholders by providing essential infrastructure and services to America.

Our Integrity Code

Commitment to Integrity

We will conduct business legally and ethically with our best skills and judgment.

Commitment to Shareholders

We will act in the best interests of our corporation and protect its assets.

Commitment to Employees

We will work together to provide a safe and positive workplace.

Commitment to Customers, Suppliers and Competitors

We will compete in business only by lawful and ethical means.

Commitment to Communities

We will be a responsible and valued corporate citizen.

Our Strategy

Deliver superior value and achieve industry-leading performance with two pure-play companies of regulated energy delivery and construction materials, while pursuing organic growth opportunities and strategic acquisitions of well-managed companies and properties.

Our Businesses

Electric and Natural Gas Utilities

Pipeline

Our utility companies serve more than 1.18 million customers across eight states.

We provide natural gas transportation, underground natural gas storage, cathodic protection and other energy-related services.

Construction Materials and Contracting

Construction Services

Knife River Corporation is a Top 10 producer of aggregates in America, has approximately 1.1 billion tons of aggregate reserves, and employs more than 5,000 people during peak construction season.

MDU Construction Services Group, Inc. is one of the largest electrical contractors in the United States, with approximately 9,000 employees.

MDU Resources Group, Inc. Proxy Statement 2

Proxy Statement


■			Business Performance Highlights


Future Structure of MDU Resources
The company’s board of directors has determined the future company structure that is most likely to maximize long-term value for stockholders is to create two pure-play publicly traded companies, one focused on regulated energy delivery and the other on construction materials. To achieve this future structure, the company is working toward a separation of Knife River Corporation to create a standalone leading construction materials company, and it is evaluating options to optimize the value of its construction services business, with the review expected to be complete in the second quarter of 2023.
In addition to pursuing each of these strategic initiatives, all of our business segments performed well despite inflationary pressures and supply chain challenges throughout 2022.
Regulated Energy Delivery
■			Continued Growth with New Customers. Over 18,000 new customers were connected to our utilities system, representing customer growth of 1.6%.
■			Investing in Electric Generation. The electric segment continues to make progress toward reducing its greenhouse gas emissions. In 2022, operations were ceased at the company’s last wholly owned coal-fired electric generating facility, Heskett Station Units 1 and 2 in Mandan, North Dakota. Construction of Heskett Station Unit 4, an 88-megawatt natural-gas fired simple-cycle combustion turbine, is expected to be complete in the summer of 2023.
■			Joint Regional Transmission Line Project.The electric segment and Otter Tail Power Company announced another Midcontinent Independent System Operator-approved joint regional transmission line project. Together, the companies plan to develop, construct and co-own a 95-mile, 345-kilovolt transmission line that would span from Jamestown to Ellendale in North Dakota. We expect the project to create a more resilient regional transmission grid, helping to ensure reliable and affordable electric service to our customers.
■			Natural Gas Pipeline Expansion. The pipeline segment put the North Bakken Expansion project into service on February 1, 2022 and has announced other significant growth projects in various stages and pending regulatory approvals, including the 2023 Line Section 27 Expansion project in northwestern North Dakota expecting to add natural gas transportation capacity of 175 million cubic feet per day; Grasslands South Expansion from western North Dakota to northern Wyoming, which is expected to add natural gas transportation capacity of 94 million cubic feet per day; and Line Section 15 Expansion in western South Dakota, which is expected to add natural gas transportation capacity of 25 million cubic feet per day.
Construction Materials & Services
■			Record Revenues. The construction materials segment had record revenues of $2.53 billion in 2022 and earnings of $116.2 million, compared to revenues of $2.23 billion and earnings of $129.8 million in 2021. Demand remained strong for construction materials and contracting work as evidenced by a record backlog at December 31, 2022 of $935 million, up 32% compared to $708 million at December 31, 2021.
■			Growth Opportunities.The construction materials and contracting segment continued its growth through acquisitions in 2022. Allied Concrete and Supply Co., a producer of ready-mixed concrete in California, was acquired in December 2022. In addition to pursuing additional acquisitions, the segment expects ongoing growth opportunities, including through projects that result from the U.S. Infrastructure Investment and Jobs Act that provides approximately $650 billion of reauthorized funds for the Department of Transportation surface transportation program and $550 billion of new infrastructure funds.
■			Record Revenues. The construction services segment earned record revenues of $124.8 million in 2022, compared to $109.4 million in 2021. Revenues were a record $2.70 billion, compared to $2.05 billion in 2021. Demand continues to be extremely strong for construction services work, with the construction services having a record backlog of $2.13 billion at December 31, 2022, up, 54% compared to $1.38 billion at December 31, 2021.
■			Renewable Electric Generation Project.The construction services segment continues to emphasize its premier services for renewable electric generation projects. The construction services segment subsidiary completed construction in October 2022 on a 200-megawatt solar facility in Moapa, Nevada, installing 621,093 solar modules, as well as ancillary facilities for the project.

3 MDU Resources Group, Inc. Proxy Statement

Proxy Statement


Performance from Continuing Operations
		2018	2019	2020	2021	2022
Electric Distribution
	Retail Sales (million kWh)	3,354.4	3,314.3	3,204.5	3,271.6	3,343.9
	Customers	143,022	143,346	143,782	144,103	144,561
Natural Gas Distribution
	Retail Sales (MMdk)	112.6	123.7	114.5	115.3	131.2
	Transportation (MMdk)	149.5	166.1	160.0	174.4	167.7
	Customers	957,727	977,468	997,146	1,016,670	1,034,821
Pipeline Transportation (MMdk)		351.5	429.7	438.6	471.1	482.9
Construction Materials and Contracting Revenues (millions)		$1,925.9	$2,190.7	$2,178.0	$2,228.9	$2,534.7
Construction Services Revenues (millions)		$1,371.5	$1,849.3	$2,095.7	$2,051.6	$2,699.2


■			Financial Performance Highlights

■

The company achieved earnings of $367.5 million, or $1.81 per share.

■

Our return on invested capital in 2022 was 7.1%.

■

The chart below shows our earnings per share from continuing operations and compound annual growth rate (CAGR) of 4.5% over the last five years.

■

Returned $178 million to stockholders through dividends during 2022:

Increased annual dividend for the 32nd straight year to 87.5 cents per share paid during 2022;

Paid uninterrupted dividends for 85 straight years; and

Member of the elite S&P High-Yield Dividend Aristocrats Index which recognizes companies within the S&P Composite 1500 Index that have followed a managed dividend policy of consistently increasing dividends annually for at least 20 years.

■

Member of the S&P MidCap 400.

32 Years

Dividends Paid

85 Years

of Consecutive

$836 Million

of Uninterrupted

Dividend Increases

Over the Last 5 Years

Dividend Payments

MDU Resources Group, Inc. Proxy Statement 4

Proxy Statement


■			Corporate Governance Practices

MDU Resources is committed to strong corporate governance ~~practices.~~aligned with stockholder interests. The board, through its nominating and governance committee, regularly monitors leading practices in governance and adopts measures that it determines are in the best interests of the company and its stockholders. The following highlights our corporate governance practices and policies. See the sections entitled “Corporate Governance” and “Executive Compensation” for more information on the following:

Annual Election of All Directors

~~All Three~~ Standing Committees Consist Entirely of Independent Directors

Majority Voting for Directors

Active Investor Outreach Program

No Shareholder Rights Plan

One Class of Stock

Succession Planning and Implementation Process

Stock Ownership Requirements for Directors and ~~Executives~~Executive Officers

Separate Board Chair and CEO

Anti-Hedging and Anti-Pledging Policies for Directors and Executive Officers

Executive Sessions of Independent Directors at Every Regularly Scheduled Board Meeting

No Related Party Transactions by Our Directors or Executive Officers

Annual Board and Committee Self-Evaluations

Compensation Recovery/Clawback Policy

Risk Oversight by Full Board and Committees

~~Code of Business Conduct and Ethics for Directors, Officers, and Employees~~

~~All Directors are Independent Other Than Our CEO~~

Annual Advisory Approval on Executive Compensation

Environmental and Social Oversight by Full Board and Board Committee

Mandatory Retirement for Directors at Age 76

üProxy Access for Stockholders

Directors May Not Serve on More Than Three Public Boards Including the Company’s Board

All Directors are Independent Other Than Our CEO

Diverse Board in Terms of Gender, Race, Experience, Skills and Tenure

~~MDU Resources Group, Inc.~~ ~~Proxy Statement~~ 1

~~Proxy Statement~~



~~Business Performance Highlights~~
Our overall performance in 2017 was consistent with our long-term strategy as we focused on our regulated energy delivery and construction materials and services business segments. In addition to our 2017 financial performance highlighted on the next page, we accomplished:
■	~~The sale of our interest in the Pronghorn natural gas processing plant in January 2017 which reduced the company’s risk by decreasing its exposure to commodity price fluctuations.~~
■	~~Our construction services segment had record revenues of $1.37 billion and its backlog at December 31, 2017 was $708 million, 49% higher than 2016.~~
■	Our construction materials and contracting segment had higher aggregate sales volumes on strong commercial and residential demand in certain regions. Its backlog at year-end of $486 million, while lower than 2016, is the third largest year-end level for this segment. The segment continues to strategically manage its nearly 1.0 billion tons of aggregate reserves.
■	~~We received advance determination of prudence from the North Dakota Public Service Commission to purchase an expansion of the Thunder Spirit wind farm.~~
■	~~The pipeline and midstream segment had record transportation volumes in 2017.~~
■	Our pipeline and midstream segment secured sufficient capacity commitments to expand its Line Section 27 natural gas transportation system in the Bakken producing area of northwestern North Dakota. The project will involve the construction of approximately 13 miles of pipeline and associated facilities. The expansion will provide WBI Energy, Inc.’s Line Section 27 pipeline with capacity for over 600,000 dekatherms per day. The targeted in-service date for the project is fall 2018.
■	Our pipeline and midstream segment continued permitting, surveying, and acquisition activity for a 38-mile natural gas transmission pipeline to deliver natural gas to eastern North Dakota and far western Minnesota. Following receipt of necessary regulatory approvals and easement acquisition, construction is expected to start and be completed in 2018.
■	The board of directors authorized management to evaluate and pursue a holding company reorganization which is intended to provide further separation between the company’s regulated and unregulated businesses and additional financing flexibility as all of the company’s utility operations will be conducted through wholly-owned subsidiaries. The reorganization, which is expected to be effective January 1, 2019, is subject to approval by the Federal Energy Regulatory Commission and various state regulatory commissions.

~~With our accomplishments in 2017, we are optimistic about the company’s future financial performance. The chart below shows our progress over the last five years.~~

*MDU Resources Group, Inc. reported 2017 earnings from continuing operations of $1.45 per share which included a benefit of 20 cents per share attributable to the federal Tax Cuts and Jobs Act, which was signed into law December 22, 2017. The earnings per share absent the federal Tax Cuts and Jobs Act benefit is $1.25.

~~2 MDU Resources Group, Inc.~~ ~~Proxy Statement~~

~~Proxy Statement~~

~~2017 Financial Performance Highlights~~

■

~~Strong year-over-year performance from continuing operations, as well as benefits from the federal Tax Cuts and Jobs Act, resulted~~

Recognition for Gender Diversity

MDU Resources was recognized in ~~an increase in earnings per share from continuing operations to $1.45 per share compared to $1.19 per share in 2016. Excluding the effect~~2022 for gender diversity on its board of the federal Tax Cuts and Jobs Act, earnings from continuing operations were $1.25 per share. Including discontinued operations, 2017 earnings were $280.4 million, or $1.43 per share, compared to $63.7 million, or 33 cents per share, in 2016.

~~Electric and natural gas distribution segments earned $81.6 million, an increase of 17.8%.~~

~~Pipeline and midstream segment earned $20.5 million, a decrease of $2.9 million reflecting the sale of the Pronghorn natural gas processing plant in January 2017.~~

~~Construction materials and contracting segment earned $123.4 million, including adjustments of $41.9 million~~directors:

50/50 Women on BoardsTM as a ~~result~~“3+” company for having three or more women on its board of ~~the federal Tax Cuts and Jobs Act, compared to 2016 earnings of $102.7 million.~~

directors.

~~Construction services segment earned $53.3 million, including adjustments of $4.3 million as a result of the federal Tax Cuts and Jobs Act, an increase of 44.3% over 2016 earnings of $33.9 million.~~

■

~~Return of stockholder value through the dividend~~

~~Increased dividend for 27th straight year~~

~~Paid uninterrupted dividend for 80th straight year~~

■

~~Maintained BBB+ stable credit rating from Standard & Poor’s and Fitch Ratings agencies.~~

~~27 Years~~

~~Dividends Paid~~

~~80 Years~~

~~of Consecutive~~

~~$716 Million~~

~~of Uninterrupted~~

~~Dividend Increases~~

~~Over the Last 5 Years~~

~~Dividend Payments~~

5 MDU Resources Group, Inc. Proxy Statement3

Proxy Statement

Director Nominees

The board recommends a vote FOR the election of each of the following nominees for director. Ten directors stand for election. Additional information about each director’s background and experience can be found beginning on page 16.

Name

Age

Director

Since

Primary Occupation

Board Committees

German Carmona Alvarez

2022

Global president of applied intelligence of Wood PLC

• Compensation
• Nominating and Governance

Thomas Everist

1995

President and chair of The Everist Company, an investment and land development company, formerly engaged in aggregate, concrete, and asphalt production

• Compensation
• Nominating and Governance

Karen B. Fagg

2005

Former vice president of DOWL LLC, dba DOWL HKM, an engineering and design firm

• Compensation (Chair)
• Environmental and Sustainability

David L. Goodin

2013

President and chief executive officer,
MDU Resources Group, Inc.

Executive officer

Dennis W. Johnson

2001

Chair, president, and chief executive officer of TMI Group Incorporated, manufacturers of casework and architectural woodwork

Chair of the board

Patricia L. Moss

2003

Former president and chief executive officer of Cascade Bancorp, a financial holding company, subsequently merged into First Interstate Bank

• Compensation
• Environmental and Sustainability (Chair)

Dale S. Rosenthal

2021

Former senior executive, including strategic director, division president of Clark Financial Group, and chief financial officer of Clark Construction Group, a building and civil construction firm

• Audit
• Nominating and Governance

Edward A. Ryan

2018

Former executive vice president and general counsel of Marriott International

• Audit
• Nominating and Governance (Chair)

David M. Sparby

2018

Former senior vice president and group president, revenue, of Xcel Energy and president and chief executive officer of its subsidiary, NSP-Minnesota

• Audit (Chair)
• Environmental and Sustainability

Chenxi Wang

2019

Founder and managing general partner of Rain Capital Fund, L.P., a cybersecurity-focused venture fund

• Audit
• Environmental and Sustainability

Independence

Board Refreshment

Tenure

Diversity

90%

Five new members have been elected or appointed to the board over the last five years.

0-4 Years

Average Tenure

Gender

New Members

5-10 Years

11.5 Years

Four director nominees are women.

40%

The board has determined that all director nominees, other than Mr. Goodin, meet the independence standards set by the NYSE and SEC.

11+ Years

Race/Ethnicity

The average tenure of the director nominees reflects a balance of company experience and new perspective.

Two director nominees are ethnically diverse.

20%

In addition to the director nominees described above, on January 24, 2023, the company entered into a cooperation agreement (Cooperation Agreement) with Corvex Management LP, pursuant to which Corvex Management LP partner, James H. Gemmel, was appointed as a non-voting board observer and, subject to Federal Energy Regulatory Commission (FERC) approval, to the board of directors. For further details on the Cooperation Agreement, see the section entitled “Corporate Governance.”

MDU Resources Group, Inc. Proxy Statement 6

Proxy Statement


■			Compensation Highlights

~~Executive~~The company’s executive compensation ~~at the company~~ is based on providing market competitive compensation opportunities to attract top talent focused on ~~performance.~~achievement of short and long-term business results. Our compensation program is structured to ~~strongly~~ align compensation with the company’s financial performance ~~with~~as a substantial portion of our executive compensation ~~based upon~~is directly linked to performance incentive awards.

■

Over ~~75%~~80% of our chief executive officer’s target compensation and ~~over 60%~~approximately 70% of our other ~~current~~ named executive officers’ target compensation ~~is performance based.~~are at risk.

■

100% of our ~~chief~~named executive ~~officer’s~~officers’ annual incentive and 75% of their long-term incentive ~~compensation is~~are performance-based and tied to performance against pre-established, specific, measurable ~~financial~~ goals. Time-vesting restricted stock units represent 25% of our named executive officers’ long-term incentive and require the executive to remain employed with the company through the vesting period.

■

We require ~~all~~our executive officers to own a significant amount of company stock based upon a multiple of their base salary.

■

The 2022 annual cash incentive award program for executive officers included a diversity, equity and inclusion performance modifier based upon the company’s achievement of certain measures to attract, retain, and develop a diverse and inclusive workforce.

~~2017~~2022 Named Executive Officer Target Pay Mix



■		Base salary increase for our chief executive officer was 5% for 2017, and base salary increases for all of our other named executive officers averaged 7.8% in 2017 following base salary freezes for most executive officers in 2016.
■	~~Annual incentive award payout to our chief executive officer for 2017, which was based upon the strong performance at all four of our business units, was 173.7% of his annual incentive target.~~
■	~~Long-term incentive award payout for the 2015-2017 performance cycle was 144% of target based on a combined 61st percentile ranking of total stockholder return among our peer groups.~~


At the 2022 Annual Meeting, the company’s advisory vote to approve executive compensation received support from over 95%of the common stock represented at the meeting and entitled to vote on the matter.

47 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

Key Features of ~~our~~Our Executive Compensation Program



What We Do

þ		Pay for Performance - Annual incentive and the performance share award portion of the long-term ~~award incentives~~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 New York Stock Exchange listing standards and the Securities and Exchange Commission 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 ~~the executive’s~~executive performance, experience, relative value compared to other positions within the company, relationship to competitive market value compensation, ~~the~~corporate and business ~~segment’s~~segment economic environment, and the actual performance of the overall company orand the ~~executive’s~~ business ~~segment.~~segments.
þ		Annual Cash Incentive- Payment of annual cash incentive awards is based on overall company performance measured in terms of earnings per share in addition to business segment performance measured in terms of pre-established annual financial measures for business segment executives.
þ		Long-Term Equity Incentive - 2022 long-term incentive awards may be earned at the end of a three-year period. Payment of performance share awards, which represent 75% of the executive's long-term incentive, are based on ~~business segment and overall company~~the achievement ~~against~~of pre-established ~~financial~~performance measures. Payment of time-vesting restricted stock unit shares, which represent 25% of the executive's long-term incentive, are based on retention of the executive at the end of the three-year period. All long-term incentives are paid through shares of common stock which encourages stock ownership by our executives.
þ		~~Long-Term Equity Incentive~~Balanced Mix of Pay Components - The ~~long-term equity incentive represents 53% of our CEO’s and approximately 33% of our other current named executive officer’s~~ target compensation ~~in the form~~mix represents a balance of ~~performance shares which may be earned based on relative total stockholder return measured over a three-year period.~~annual cash and long-term equity-based compensation.
þ		Mix of Financial Goals - Use of a mixture of financial goals to measure performance prevents overemphasis on a single metric.
þ		Diversity, Equity and Inclusion Modifier - The 2022 annual cash incentive included a diversity, equity and inclusion (DEI) modifier aimed at furthering the company’s diversity, equity and inclusion initiatives. The DEI modifier increases or decreases the annual incentive up to 5% based on the compensation committee’s consideration of the company’s progress on DEI initiatives.
þ		Annual Compensation Risk Analysis - ~~We regularly analyze the risks~~Risks related to our compensation programs ~~and conduct~~are regularly analyzed through an annual ~~broad~~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 three times their base salary. The executive officers also must ~~also~~ retain at least 50% of the net ~~after tax~~after-tax shares of stock vested through the long-term incentive plan for the earlier of two years or until termination of employment. Net performance shares must also be held until share ownership requirements are met.
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 compensation committee may, or shall if required, demand repayment of some or all incentives paid to our executive officers within the last three years.
þ		~~Performance Share Awards Purchased at Market~~ - ~~Performance share awards are purchased on the market to avoid shareholder dilution through issuance of authorized but unissued shares.~~

What We ~~Don’t~~Do Not Do

ý		Stock Options - The company does not use stock options as a form of incentive compensation.
ý		Employment Agreements - ~~Current executives~~ Executives do not, in the normal course, have employment agreements entitling them to specific payments upon termination or a change of control of the company.
ý		Perquisites - Executives do not receive perquisites ~~which~~that materially differ from those available to employees in general.
ý		~~Tax Gross-Ups~~Hedge Stock - ~~Executive officers do not receive tax gross-ups on any compensation.~~
ý	~~Hedge Stock~~ - Executives ~~and directors~~ are not allowed to hedge company securities.
ý		Pledge Stock-Executives ~~and directors~~ 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.

MDU Resources Group, Inc. Proxy Statement 58

Proxy Statement

CO₂ ~~Emission Intensity~~

MDU Resources is an essential services infrastructure company and manages its business with a long-term view toward sustainable operations, focusing on how economic, environmental, and social impacts help the corporation continue Building a Strong America®. We integrate sustainability efforts into our business strategy because 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 and diverse workforce. We have invested significantly more time and resources into our environmental, social and governance efforts in the past several years. Highlights of our enhanced efforts and achievements in the past year are set forth below. For the company’s complete outline of environmental, governance and social responsibilities, see our Sustainability Report. The information provided in the Sustainability Report is not part of this Proxy Statement and is not incorporated by reference as part of this Proxy Statement.

~~Actual CO~~₂~~lb/MWhr~~

~~Projected CO~~₂ ~~lb/MWhr~~

~~Total Owned and Projected Electric Generation Capacity~~



■		~~Renewable resources comprised approximately 22% of our electric generation resource nameplate capacity in 2017.~~Reporting Frameworks
■To better serve our investors and other stakeholders, we report environmental, social, governance, and sustainability (ESG/sustainability) metrics relevant and important to our operations in the frameworks that provide our stakeholders more uniform and transparent data and information, allowing for comparison with our peers and other companies operating in our industries. For our applicable industries, we report ESG/sustainability metrics using frameworks developed by the Sustainability Accounting Standards Board (SASB), the reporting templates developed by the Edison Electric Institute (EEI) and the American Gas Association (AGA), and we continue to incorporate guidance from the Task Force on Climate-Related Financial Disclosures (TCFD) into our reporting as summarized below:
Reporting Frameworks	Business Segment
SASB	Construction Materials and Contracting
SASB	Construction Services
AGA	Pipeline
EEI / AGA	Electric and Natural Gas Utilities
TCFD	We ~~received advance determination of prudence for the expansion~~continue to enhance and expand our disclosure of the ~~Thunder Spirit wind farm~~company’s governance, strategy, risk management, and metrics and targets related to ~~be completed~~climate risk in ~~2018. The expansion will bring capacity of~~accordance with guidance from the ~~Thunder Spirit wind farm to approximately 155 megawatts which will increase the company’s nameplate electric renewable generation capacity to approximately 27%.~~TCFD.

* Projected based upon expansion of the Thunder Spirit wind farm.

69 MDU Resources Group, Inc. Proxy Statement

Proxy Statement


			Governance of Environmental and Social Responsibility

MDU Resources is committed to strong corporate governance practices in all areas, including governance of environmental and social responsibility. For more information on the company’s governance practices and policies, see the “Corporate Governance” section in this Proxy Statement. Below is an overview of our governance practices related to the oversight of environmental and social responsibility:

■

~~Approximately 24%~~Board of Directors

The board of directors is ultimately responsible for oversight responsibility with respect to environmental, health, safety, and other social sustainability matters applicable to the company.

⇓

Environmental and Sustainability

Committee of the ~~electricity delivered~~Board

The environmental and sustainability committee is a standing committee of the board and meets quarterly in conjunction with the regular board meetings. The committee assists the board in fulfilling its oversight responsibilities with respect to ~~our customers from company-owned generation in 2017 was from renewable resources.~~

■

~~We invested approximately $3.7 million in~~ environmental, ~~emission control equipment~~social, and improvements at our coal-fired electric generation plants bringing the total of such investments to approximately $125 million since 2013. The investments have resulted in substantial reductions in mercury, SO₂~~, NOX,~~other sustainability matters, including climate change risks and ~~filterable particulate from our coal-fired electric generation resources.~~opportunities, health, safety, and other social sustainability matters.

⇓

Management Policy Committee

The management policy committee is comprised of the business unit presidents and senior company 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 unit senior executives 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.


			Environmental Stewardship

■Carbon Footprint. While we have reported carbon emissions from our electric generating fleet for many years, as of January 1, 2022, we began tracking our Scope 1 and Scope 2 carbon emissions across the company to establish our corporatewide baseline of emissions. For more information on anticipated future reporting and emission reduction goals, see our Sustainability Report.

■Retirement of Coal Facilities. We have ceased operating all wholly owned coal-fired generation facilities, with Units 1 and 2 at Heskett Station near Mandan, North Dakota, being retired in early 2022 as more economical options exist to supply energy for our customers. These retirements will further reduce our greenhouse gas emissions intensity as we progress toward our reduction target of 45% by 2030, compared to 2005 levels, from owned generating facilities. During 2022, Montana-Dakota Utilities Co. began construction of a new 88-MW simple-cycle natural gas-fired combustion peaking turbine unit at the existing Heskett Station.

MDU Resources Group, Inc. Proxy Statement 10

Proxy Statement

■

Generation Capacity by Fuel Type. Montana-Dakota Utilities Co.’s historical and year-end 2022 total generating capacity by fuel type shows the shift from coal to more renewable resources as follows:

■ Methane Emissions. We have established a near-term methane emissions intensity reduction target of 25% by 2030, compared to our 2020 rate, at our natural gas pipeline business. In addition WBI Energy, Inc. joined the One Nation’s Energy Future Coalition (ONE Future Coalition) in 2022. The ONE Future Coalition is a group of more than 55 natural gas companies working together to voluntarily reduce methane emissions across the natural gas value chain to 1% or less by 2025. It is comprised of some of the largest natural gas production, gathering and boosting, processing, transmission and storage, and distribution companies in the U.S.

■ Climate Scenario Analysis. The company completed a climate scenario analysis in 2021 for its electric generation operations following guidance from the TCFD.


■	Climate-Related Risks and Opportunities. In 2022, according to TCFD guidance, our businesses enhanced their understanding and identification of our climate-related risks and opportunities over the short, medium and long term. This exercise helps us strategically prepare to mitigate potential risks and optimize opportunities. Examples of some of the key items identified include:
	☐	Both risks and opportunities from increased frequency and duration of severe weather events. For instance, property and facility damage is a risk that can result from inclement weather. Weather-related damage also presents an opportunity, however, as our construction businesses can provide infrastructure repair and reconstruction services.
	☐	Both risks and opportunities from efforts to decarbonize electric generation sources. This requires investment in, partnership with, and construction of renewable energy sources, such as wind and solar generation and biogas producers. It is also expected that natural gas will be needed as a backup generation fuel source for periods when renewable sources are unavailable.
	☐	Changes in public policy to address climate change could create risks and opportunities as demand for the company’s products and services could be impacted, costs could escalate, and modifications and additional investment in our regulated energy delivery business may be necessary to ensure reliability of service to customers.
	We intend to include our full risks and opportunities assessment in the company’s 2022 Sustainability Report, which is expected to be available in the third quarter of 2023.

■ Environmental Recognitions.

☐

Intermountain Gas Company received the 2022 ENERGY STAR® Market Leader Award for its efforts to promote energy-efficient residential construction and help homebuyers and residents experience the quality, comfort, and value that come with living in an ENERGY STAR-certified home or apartment.

■ Renewable Diesel. In 2021, a number of Knife River Corporation’s west coast operations used renewable diesel fuel in their on-road and off-road fleets. Engine performance, engine maintenance, and fuel efficiency results were positive during the pilot, and Knife River Corporation is beginning to utilize renewable diesel in more locations where feasible. In Oregon, Knife River Corporation has successfully piloted the use of renewable diesel fuel in its on-road and off-road fleet vehicles, reducing GHG emissions and improving fuel efficiency, and expects that greater than 90% of its 2023 diesel consumption in Oregon (and approximately 18% of its company-wide diesel consumption) will be renewable diesel.

11 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

■ Environmental-Related Investments. Knife River Corporation has invested in Blue Planet Systems Corporation to pursue the use of synthetic aggregates in ready-mix concrete. Blue Planet Systems Corporation is testing methods of creating synthetic limestone by using carbon dioxide captured from existing sources. The synthetic limestone could then be used as a component of concrete. In addition to sequestering carbon dioxide through this process, the use of synthetic limestone could also prolong the life of natural aggregate sources.

■ Warm-Mix Asphalt. Knife River Corporation produces and places warm-mix asphalt in applications where warm-mix asphalt is allowed. Warm-mix asphalt is produced at cooler temperatures than traditional hot-mix asphalt methods, which reduces the amount of fuel needed in the production process, thereby reducing emissions and fumes.

■Recycling. Knife River Corporation continues its long-standing practice of recycling and reusing building materials. Recycling conserves natural resources, uses less energy, reduces waste disposal at local landfills, and ultimately costs less for our customers. Knife River Corporation recycles or reuses asphalt pavement, pre-consumer asphalt shingles, refined fuel oil, demolition concrete, returned concrete at ready-mix plants, fly ash, slag, silica fume and other cement-replacement materials, and dimension stone reject material.

■ Energy Efficiency. Our utility companies actively pursue programs to increase energy efficiency and conservation for electric and natural gas customers. This includes partnering with local community action agencies in providing low-income assistance for utility customers and offering residential and commercial incentive programs that promote installation of energy-efficient electric and natural gas equipment.

■ Renewable Natural Gas. Our utility companies are pursuing additional opportunities to provide renewable natural gas to customers. We have produced renewable natural gas from the Billings, Montana, landfill for customer use since 2010. In Idaho, three dairy digesters have been adding renewable natural gas to our system for customer use since 2020.


			Social Responsibility

MDU Resources knows that it operates at the discretion of various stakeholders, including customers, stockholders, employees, regulators, lawmakers, and the communities where we do business. It is these stakeholders who allow us to conduct our business and are vital to our success. MDU Resources remains committed to maintaining the trust of these stakeholders by operating with integrity and being a good corporate citizen. Below are highlights of our social responsibility programs relating to our employees, stockholders, communities, and customers.

■ Our Employees and Human Capital Management. At the core of Building a Strong America® is building a strong workforce. At MDU Resources, this means building a strong team of employees with a focus on integrity and safety and a commitment to diversity, equity, and inclusion. Our team included 14,929 employees located in 44 states plus Washington D.C. as of December 31, 2022. Our number of employees peaked in the third quarter at just over 16,800. Our Employer Information Report EEO-1 is available on our website at www.mdu.com/careers. The information on our website is not part of this Proxy Statement and is not incorporated by reference into this Proxy Statement.

☐

Diversity, Equity, and Inclusion. MDU Resources is committed to an inclusive environment that respects the differences and embraces the strengths of our diverse employees. Essential to the company’s success is its ability to attract, retain, and engage the best people from a broad range of backgrounds and build an inclusive culture where all employees feel valued and contribute their best. To aid in the company’s commitment to an inclusive environment, each business segment has a diversity officer who serves as a conduit for diversity-related issues and provides a voice for all employees. The company requires employees to participate in training on the company’s code of conduct and additional courses focusing on diversity, effective leadership, equal employment opportunity, workplace harassment, respect, and unconscious bias. The company has three strategic goals related to diversity:

•Enhance collaboration efforts through cooperation and sharing of best practices to create new ways of meeting employee, customer, and stockholder needs;

•Maintain a culture of integrity and safety by ensuring employees understand these essential values, which are part of the company’s vision statement; and

•Increase productivity and profitability through the creation of a work environment that values all perspectives and methods of accomplishing work.

MDU Resources Group, Inc. Proxy Statement 12

Proxy Statement

☐CEO Action for Diversity and Inclusion Pledge.In March 2022, MDU Resources’ chief executive officer signed the CEO Action for Diversity and Inclusion Pledge, joining more than 2,000 chief executive officers in signing and committing to four goals to be a catalyst for further conversations and action around diversity and inclusion in the workplace. The four goals include:

•Cultivating environments that support open dialogue on complex and often-difficult conversations.

•Implementing and expanding unconscious bias education and training.

•Sharing best-practice diversity, equity and inclusion programs and initiatives.

•Engaging boards of directors when developing and evaluating diversity, equity and inclusion strategies.

☐Executive Compensation and Diversity, Equity, and Inclusion. In February 2022, the board of directors approved a performance modifier for the 2022 annual incentive award program for executive officers based upon the company’s achievement of certain measures to attract, retain, and develop a diverse and inclusive workforce. The DEI modifier includes a focus on representation of diverse employees in executive succession plans, outreach efforts to attract diverse candidates for open positions at the company, implementing enhanced diversity, equity, and inclusion training and mentoring for new employees, and development of enhanced employee data dashboards to further support the company’s efforts to attract, retain, and develop a diverse and inclusive workforce. For more information on the DEI modifier and the results for 2022, please refer to the “2022 Compensation for Our Named Executive Officers” section in the “Compensation Discussion and Analysis.”

☐Building People. Building a strong workforce begins with employee recruitment. The company uses a variety of means to recruit new employees for open positions, including posting on the company’s website, employee referrals, union workforce, direct recruitment, advertising, social media, career fairs, partnerships with colleges and technical schools, job service organizations, and associations connected with a variety of professions. The company also utilizes internship programs to introduce individuals to the company’s business operations and provide a possible source of future employees. Building a strong workforce also requires developing employees in their current positions and for future advancement. The company provides opportunities for advancement through job mobility, succession planning, and promotions both within and between business segments. The company provides employees the opportunity to further develop and grow through various forms of training, mentorship programs, and internship programs.

☐Knife River Training Center. While labor challenges continue to impact many construction companies, Knife River Corporation is actively engaged in attracting, training and retaining the next generation of construction-industry employees. In February 2022, the company completed a state-of-the-art training center on a 230-acre tract of property in the Pacific Northwest, featuring an 80,000 square-foot heated indoor arena for training on trucks and heavy equipment and an attached 16,000 square-foot classroom and conference room facility. The 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 Corporation’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 2022, the center hosted approximately 4,500 individuals for various trainings, classes, meetings and events. The facility plays a critical role in Knife River Corporation’s workforce remaining sustainable and contributes to showcasing construction as a career of choice.

Knife River Corporation’s outreach efforts to market the training center have included interfacing with historically underrepresented groups, and the company has partnered with the National Association of Minority Contractors to provide scholarships for training to qualifying employees of minority-owned businesses.

☐

The Knife River Corporation training center received the 2022 Risk Management Excellence Award presented by Liberty Mutual Insurance Company. The award recognizes outstanding employee health and safety achievement related to an industry-leading, state-of-the-art training center leading to better training and lowering risks to the employees and general public. Liberty Mutual Insurance Company has granted this award less than 20 times in their 100-year history.

☐ Safety. The company is committed to safety and health in the workplace. To ensure safe work environments, the company provides training, adequate resources, and appropriate follow-up on any unsafe conditions or actions. The company has policies and training that support safety in the workplace, including training on safety matters through classroom and toolbox meetings on job sites. To facilitate a strong safety culture, MDU Resources has a safety leadership council that aims to identify and adopt best management practices to aid in the prevention of occupation injuries and illness.

13 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

☐Ethics Reporting. MDU Resources’ employees are encouraged to ask questions or report concerns to their supervisor. If employees have concerns that something may be unethical or illegal within the company, they are encouraged to report their concerns to a human resources representative, a company executive, or their compliance officer. For those wishing to remain anonymous, MDU Resources also has an anonymous reporting hotline. Employees, customers, and other stakeholders can report confidentially and anonymously through this third-party telephone and internet-based reporting system any concerns about possible unethical or illegal activities. Reports are carefully considered and investigated. Summaries of the reports and investigative results are provided to the audit committee of the board of directors.

■ Vendor Code of Conduct. MDU Resources has a Vendor Code of Conduct that outlines our expectations of vendors, including ethical business practices, workplace safety, environmental stewardship and compliance with applicable laws and regulations.

■ Our Stockholders. MDU Resources’ management is committed to acting in the best interest of the corporation, protecting its assets, and serving the long-term interests of the company’s stockholders. This includes protecting our tangible interests, such as property and equipment, as well as intangible assets, such as our reputation, information, and intellectual property. For information on our stockholder outreach program, see “Stockholder Engagement” in the section entitled “Corporate Governance” of this Proxy Statement.

■ Our Communities.

☐Community Health and Safety. The pipeline and natural gas utility companies’ pipeline integrity and safety management programs provide guidelines for the continual evaluation of their pipeline systems using risk-based criteria that allows our companies to take proactive measures to ensure public safety and protect the environment. In addition, the pipeline safety management systems are comprehensive, continuous improvement programs designed to promote a culture dedicated to employee and public safety and environmental protection while maintaining the safety and reliability of our natural gas distribution, transmission, and storage facilities.


☐			Charitable Giving. MDU Resources is proud of its record of supporting qualified organizations that enhance quality of life. Our philanthropic goal is to be a “neighbor of choice.” The MDU Resources Foundation was incorporated in 1983 to support the corporation’s charitable efforts and has contributed more than $42 million to worthwhile organizations. In 2022, the MDU Resources Foundation contributed $2.3 million to charitable organizations. In addition to contributions through the MDU Resources Foundation, our business segments and companies regularly make charitable donations and in-kind donations to the communities where they do business.

☐Volunteerism. We encourage and support community volunteerism by our employees. The MDU Resources Foundation contributes a $750 grant to an eligible nonprofit organization after an employee or group of employees volunteer a minimum of 25 hours to the organization during non-company hours in a calendar year. Eligible organizations are local 501(c) nonprofit organizations providing services in categories of civic and community activities, culture and arts, education, environment, and health and human services. In 2022, the foundation granted $98,000 under this program, matching over 6,929 employee volunteer hours.

☐Education. We encourage support of educational institutions by all employees. The MDU Resources Foundation matches contributions up to $750 to educational institutions by employees. In addition, the MDU Resources Foundation maintains two separate scholarship programs, which includes funding scholarship programs at institutions of higher education and scholarships for employee family members.

MDU Resources Group, Inc. Proxy Statement 14

Proxy Statement

■ Our Customers.

☐

Our utility companies ~~received~~consistently rank high ~~scores~~ in customer satisfaction. ~~Intermountain~~In the J.D. Power 2022 Gas ~~Company ranked first,~~Utility Residential Customer Satisfaction StudySM, Cascade Natural Gas Corporation ~~second,~~ranked first, Intermountain Gas Company third, and Montana-Dakota Utilities Co. ~~fourth,~~sixth among ~~West Region mid-sized~~mid-size natural gas utilities in the ~~2017 J.D. Power Gas Utility Residential Customer Satisfaction Survey.~~west region.

■☐

We were recognized on the Thomson Reuters 2017 Top 25 Global Multiline Utilities list. The list recognizes companies that have demonstrated a commitment to energy leadership in these areas: financial, management and investor confidence, risk and resilience, legal compliance, innovation, people and social sustainability, environmental impact, and reputation.

■

We, along with a partner, continued construction of approximately 160 miles of 345-kilowatt electric transmission line which will facilitate delivery of renewable wind energy from North Dakota to eastern markets.

■

Montana-Dakota Utilities Co. ~~received approval~~was announced as an Edison Electric Institute (EEI) Emergency Response Award recipient. Presented to ~~expand its Commercial Demand~~EEI member companies, the Emergency Response ~~Program which will enable further reduction~~Awards recognize recovery and assistance efforts of ~~peak~~ electric ~~demand of approximately 25 megawatts~~companies following service disruptions caused by ~~our commercial and industrial customers.~~

■extreme weather or other natural events.

Knife River Corporation produces and places warm-mix asphalt in applications where warm-mix asphalt is allowed. Warm-mix asphalt is produced at cooler temperatures than traditional hot-mix asphalt methods, which reduces the amount of fuel needed in the production process and thereby reduces emissions and fumes. Knife River Corporation produced over 653,000 tons in 2014, 640,000 tons in 2015, 831,000 tons in 2016, and 722,000 tons in 2017 of warm-mix asphalt.

■

Knife River Corporation continued its practice of recycling and reusing building materials. This conserves natural resources, uses less energy, alleviates waste disposal problems in local landfills, and ultimately costs less for the consumer. Knife River Corporation used over 697,000 tons in 2014, 989,000 tons in 2015, 1,030,000 tons in 2016, and 1,096,000 tons in 2017 of recycled asphalt pavement in asphalt production.

■

Our subsidiary, Bombard Renewable Energy, was ranked No. 26 on Solar Power World’s 2017 Top 500 Solar Contractors List. The list ranks companies according to their influence in the U.S. solar industry based on how many kilowatts of solar generation they installed in 2016.

■

The MDU Resources Foundation awarded grants of $1.84 million to educational and nonprofit institutions in 2017. Since its incorporation in 1983, the Foundation has contributed more than $32.4 million to worthwhile causes in categories of education, civic and community activities, culture and arts, environmental stewardship, and health and human services.

■

We encourage and support community volunteerism by our employees. The MDU Resources Foundation contributes a $500 grant to an eligible nonprofit organization after an employee volunteers a minimum of 25 hours to the organization during non-company hours during a calendar year. In 2017, the Foundation granted $47,200 under this program matching over 5,400 employee volunteer hours.

■

~~We were recognized as a 2020 Women on Boards Winning “W” Company for being a champion on board diversity by having 20% or more of our board seats held by women.~~

■

~~We received the Missouri Slope Areawide United Way 2017 Spirit Award for showing outstanding commitment to the Bismarck-Mandan community through volunteerism and creative workplace campaigns.~~

The company believes in corporate social responsibility and the fundamental commitment to its stakeholders: customers, employees, suppliers, communities, and stockholders. With the company’s origin and rich history in providing electric and natural gas utility service to rural communities in North Dakota, South Dakota, Montana, and Wyoming, our utility companies have long operated under the motto “In the Community to Serve®.” Infrastructure is our business and we define our purpose as “Building a Strong America®” in recognition of our mission to deliver value to our stakeholders.

24% Grants Awarded 25%
of Electricity Generated $1.84 Million
Reduction in CO₂
from Renewable Resources in 2017 Since 2003

15 MDU Resources Group, Inc. Proxy Statement7

Proxy Statement



BOARD OF DIRECTORS

ITEM 1. ELECTION OF DIRECTORS

The ~~nominating and governance committee~~board currently consists of ~~the board, reflecting the criteria~~ten directors, all of whom are standing for election to the board ~~identifies~~at the 2023 annual meeting to hold office until the 2024 annual meeting and ~~reviews possible candidates~~until their successors are duly elected and qualified.

The board has affirmatively determined all the director nominees, other than David L. Goodin, our president and chief executive officer, are independent in accordance with New York Stock Exchange (NYSE) rules, our governance guidelines, and our bylaws.

Our bylaws provide for a majority voting standard for the ~~board and recommends the nominees~~election of directors. See “Additional Information - Majority Voting” below for directors to the board for approval. The committee considers and evaluates suggestions from many sources, including stockholders, regarding possible candidates for directors. Additional information on our board composition and director nomination process is further ~~discussed in our Proxy Statement under “Nominating and Governance Committee” in the section entitled “Corporate Governance~~.”detail.

Each of the ~~current directors~~director nominees has ~~been~~consented to be named in this Proxy Statement and to serve as a director, if elected. We do not know of any reason why any nominee would be unable or unwilling to serve as a director, if elected. If a nominee becomes unable to serve or will not serve, proxies may be voted for the election of such other person nominated ~~for election~~ by the board as a substitute or the board may choose to reduce the number of ~~directors~~directors.

Information about each director nominee’s share ownership is presented under “Security Ownership.”

The shares represented by the proxies received will be voted for the election of each of the ten nominees named below unless you indicate in the proxy that your vote should be cast against any or all the director nominees or that you abstain from voting. Each nominee elected as a director will continue in office until his or her successor has been duly elected and qualified or until the earliest of his or her resignation, retirement, or death.

The ten nominees for election to the board at the 2023 annual meeting, all proposed by the board upon recommendation of the nominating and governance committee, are listed below with brief biographies. The nominees’ ages are current as of December 31, 2022.

On January 24, 2023, the company entered into the Cooperation Agreement with Corvex Management LP, pursuant to which Corvex Management LP partner, James H. Gemmel, was appointed as a non-voting board observer and, ~~has decided~~subject to ~~stand for election, with~~FERC approval, to the ~~exception~~board of ~~A. Bart Holaday who will have attained the mandatory retirement age of 76 years at the time of the annual meeting of stockholders and, therefore, will not stand for re-election. Mr. Holaday has served~~directors. For further details on the ~~board since 2008, and~~Cooperation Agreement, see the section entitled “Corporate Governance.”

On August 4, 2022, the company ~~expresses~~announced its ~~thanks~~intention to ~~Mr. Holaday for his service on~~separate its indirect, wholly owned subsidiary, Knife River Corporation, from the ~~board,~~company. The separation is anticipated to result in two independent, publicly traded companies. If the ~~audit committee, and nominating and governance committee. All nominees for director are nominated to serve one-year terms until~~spin-off transaction is completed, the ~~annual meeting~~company expects that one or more of ~~stockholders~~its directors may become directors of Knife River Corporation, in ~~2019 and their respective successors are elected and qualified, or until their earlier resignation, removal~~which case they will resign from ~~office, or death.~~

~~We have provided information below about our nominees, including their ages, years of service as directors, business experience, and service on other boards~~the company’s board of directors ~~including any other directorships on boards of public companies. We have also included information about each nominee’s specific experience, qualifications, attributes, or skills that led the~~at such time.

The board ~~to conclude that he or she should serve as a director~~ of directors recommends that the stockholders

vote FOR the election of each nominee.

MDU Resources Group, Inc. ~~at the time we file our~~ Proxy Statement ~~in light of our business and structure. Unless we specifically note below, no corporation or organization referred to below is a subsidiary or other affiliate of MDU Resources Group, Inc.~~16

Proxy Statement

Director Nominees

German Carmona Alvarez

Age 54

Independent Director Since 2022

Compensation Committee

Nominating and Governance Committee

Key Contributions to the Board: With 15 years of global experience in the building materials industry, Mr. Carmona Alvarez brings broad industry expertise to the board. Mr. Carmona Alvarez also contributes experience and expertise in human capital management, digital and information technology, finance, and mergers and acquisitions.

Career Highlights

•

Global president of applied intelligence of the consulting and engineering company Wood PLC, Aberdeen, United Kingdom, since 2021. Director of Wood PLC USA, Houston, Texas, the United States affiliate of Wood PLC, since 2022.

•

Senior vice-president and global digital practice leader of NEORIS, a technology and digital strategy consulting firm with presence in 27 countries focusing on the design strategy and execution of agile digital transformation programs, from March 2019 to July 2021.

•

Executive vice-president finance, information technology and shared services of CEMEX Inc., a global building materials company from 2016 to 2019; senior vice president of continuous improvement and commercial strategy from 2014 to 2016; senior vice president of aggregates and mining resources from 2012 to 2014; global vice president of organization, compensation and benefits from 2009-2012; global vice president of human resources planning and development from 2006 to 2009; corporate vice president of human capital from 2004 to 2006.

•

Senior principal of strategy and transformation of The Boston Consulting Group, a general management consulting firm that practices in business strategy, from 2000 to 2004.

Other Leadership Experience

•

Former board chair of Strata.ai, a strategy and venture building firm focused on decision science, artificial intelligence and extended reality, from 2020 to 2022.

•

Former board of trustees of ITESM/Tec Milenio, a private institution of higher education, from 2010 to 2017.

Thomas Everist

Age 6873

Independent Director Since 1995

Compensation Committee

Nominating and Governance Committee

~~Other Current Public Boards:~~

~~--Raven Industries, Inc.~~

~~Mr. Everist has more than 44 years of business experience~~

Key Contributions to the Board: With a 44-year career in the construction materials and ~~aggregate~~ mining ~~industry. He has~~industry, Mr. Everist brings critical knowledge of the construction materials and contracting industry to the board. Mr. Everist also contributes strong business leadership and management ~~experience serving~~capabilities and insights through his role as president and chair of his companies for over 3035 years. ~~Mr. Everist also has~~His experience ~~serving as a director and chair~~on the board of another public company ~~which~~further enhances his contributions to ~~our~~the board.

Career Highlights

•

President and chair of The Everist Company, Sioux Falls, South Dakota, an investment and land development company, since April 2002. Prior to January 2017, The Everist Company was engaged in aggregate, concrete, and asphalt production.

•

Managing member of South Maryland Creek Ranch, LLC, a land development ~~company;~~company, since June 2006; president of SMCR, Inc., an investment company, since June 2006; and managing member of MCR Builders, LLC, which provides residential building services to South Maryland Creek Ranch, LLC, since November 2014.

•

Director and chair of ~~the board of~~ Everist ~~Health,~~Genomics, Inc., Ann Arbor, Michigan, ~~which provides~~a company that provided solutions for personalized medicines, ~~since~~from May 2002 to July 2021, and chief executive officer from August 2012 to December 2012.

•

President and chair of L.G. Everist, Inc., Sioux Falls, South Dakota, an aggregate production company, from 1987 to April 2002.

Other Leadership Experience

•

Director of publicly traded Raven Industries, Inc., Sioux Falls, South Dakota, a general manufacturer of electronics, flow controls, and engineered films, ~~since~~from May 1996 to December 2021, and chair from April 2009 to May 2017.

•

Director and compensation committee chair of Bell, Inc., Sioux Falls, South Dakota, a manufacturer of folding cartons and packages, from April 2011 to July 2022.

•

Director and audit committee chair of Showplace Wood Products, Inc., Sioux Falls, South Dakota, a custom cabinets manufacturer, since January 2000.

•

~~Director of Bell, Inc., Sioux Falls, South Dakota, a manufacturer of folding cartons and packages, since April 2011.~~

•

Director of Angiologix Inc., Mountain View, California, a medical diagnostic device company, from July 2010 through October 2011 when it was acquired by Everist Genomics, Inc.

•

Member of the South Dakota Investment Council, the state agency responsible for ~~prudently~~ investing state funds, from July 2001 to June 2006.

~~Education~~

•

~~Bachelor’s degree in mechanical engineering and a master’s degree in construction management from Stanford University.~~

817 MDU Resources Group, Inc. Proxy Statement

Proxy Statement



			Karen B. Fagg Age 64 69	Independent Director Since 2005 Compensation Committee ~~Nominating~~Environmental and ~~Governance~~Sustainability Committee
			~~Ms. Fagg brings experience~~ Key Contributions to ~~our board in construction and engineering, energy, and~~ the ~~responsible development of natural resources, which are all important aspects of our business. In addition to~~Board:Through her ~~industry experience, Ms. Fagg has over 20 years of business leadership and~~ management experience and knowledge in the fields of engineering, environment, and energy resource development, including four years as director of the Montana Department of Natural Resources and Conservation and over eight years as president, chief executive officer, and chair of her own engineering and environmental services company, as well as ~~knowledge and experience acquired through~~ her service on a number of Montana state and community ~~boards.~~boards, Ms. Fagg contributes experience in responsible natural resource development with an informed perspective of the construction, engineering, and energy industries.
Career Highlights
•		Vice president of DOWL LLC, ~~d/b/a~~dba DOWL HKM, an engineering and design firm, from April 2008 until her retirement onin December ~~31,~~ 2011.
•		President of HKM Engineering, Inc., Billings, Montana, an engineering and ~~physical science~~environmental services firm, from April 1, 1995 to June 2000, and chair, chief executive officer, and majority owner from June 2000 through March 2008. HKM Engineering, Inc. merged with DOWL LLC onin April 1, 2008.
•		Employed with MSE, Inc., Butte, Montana, an energy research and development company, from 1976 through 1988, and vice president of operations and corporate development director from 1993 to April 1995.
•		Director of the Montana Department of Natural Resources and Conservation, ~~Helena, Montana,~~ the state agency charged with promoting stewardship of Montana’s water, soil, energy, and rangeland resources; ~~regulating oil and gas exploration and production;~~ and administering several grant and loan programs, ~~for a four-year term~~ from 1989 through 1992.
Other Leadership Experience
•		~~Chair~~Director and member of the quality committee of the Intermountain Health Peaks Region Board, since January 2023.
•		Director and finance committee chair of the Montana State Fund, the state’s largest workers’ compensation insurance company, from March 2021 to present; Director of SCL Health Montana Regional Board from January 2020 to present, including a term as chair; and member of Carroll College Board of Trustees from 2005 through 2010, and from August 2019 through June 2022.
•		Former member of several regional, state, and community boards, including director of St. Vincent’s Healthcare from October 2003 to October 2009 and January 2016 through January 2020, including a term as chair; director of the Billings Catholic Schools Board ~~since September 2017 and member since~~from December ~~2011; and board member of St. Vincent’s Healthcare since January 2016 and previously from October 2003 until October 2009,~~2011 through December 2018, including a term as ~~chair.~~
•	~~Former member of several state and community boards, including~~chair; the First Interstate BancSystem Foundation from June 2013 to 2016; the Montana Justice Foundation ~~whose mission is to achieve equal access to justice for all Montanans through effective funding and leadership,~~ from 2013 ~~into~~to 2015; ~~Board of Trustees of Carroll College from 2005 through 2010;~~ Montana Board of Investments ~~the state agency responsible for prudently investing state funds,~~ from 2002 through 2006; Montana State University’s Advanced Technology Park from 2001 to 2005; and Deaconess Billings Clinic Health System from 1994 to 2002.
~~Education~~
•	~~Bachelor’s degree in mathematics from Carroll College in Helena, Montana.~~



			David L. Goodin Age 5661	Director Since 2013 President and Chief Executive Officer
			As Key Contributions to the Board: Serving as president and chief executive officer of MDU Resources Group, Inc., since 2013, Mr. Goodin is the only officer of the company that serves on our board. With ~~over 34~~30 years of ~~significant, hands-on~~operating and leadership positions with our utility operations and ten years in his current position, he brings utility industry experience atto the board as well as extensive knowledge of our company ~~Mr. Goodin’s long history and deep knowledge and understanding of MDU Resources Group, Inc., its operating companies,~~ and its ~~lines of~~ business ~~bring continuity to the board. In addition, Mr. Goodin provides the board with~~operations. He contributes valuable insight into management’s views and perspectives ~~as well as~~and the day-to-day operations of the company.

Career Highlights
•		President and chief executive officer and a director of the company since January 4, 2013.
•		Prior to January 4, 2013, served as chief executive officer and president of Intermountain Gas Company, Cascade Natural Gas Corporation, Montana-Dakota Utilities Co., and Great Plains Natural Gas Co.
•		Began his career in 1983 at Montana-Dakota Utilities Co. as a division electrical engineer and served in positions of increasing responsibility until 2007 when he was named president of Cascade Natural Gas Corporation; positions included division electric superintendent, electric systems manager, vice president-operations, and executive vice president-operations and acquisitions.
Other Leadership Experience
•		Member of the U.S. Bancorp Western North Dakota Advisory Board since January 2013.
•		Director of Sanford Bismarck, an integrated health system dedicated to the work of health and healing, and Sanford Living Center, from January 2011 through December 2021.
•		Board member of the BSC Innovations Foundation, an extension of Bismarck State College providing curriculum to Saudi Arabia industries, since ~~January 2011.~~August 1, 2018.
•		Current vice chair of the North Dakota State University (NDSU) Foundation and Alumni Association, a foundation with a mission of cultivating a culture of philanthropy through educating students, engaging alumni and supporters, and growing future leaders.
•		Former board member of ~~several~~numerous industry associations, including the American Gas Association, the Edison Electric Institute, the North Central Electric Association, the Midwest ENERGY Association, and the North Dakota Lignite Energy Council.
~~Education~~
•		~~Bachelor of science degree in electrical and electronics engineering from North Dakota State University.~~
•		~~Masters in business administration from the University of North Dakota.~~
•		~~The Advanced Management Program at Harvard School of Business.~~
•	~~Registered professional engineer in North Dakota.~~

MDU Resources Group, Inc. Proxy Statement 918

Proxy Statement



		~~Mark A. Hellerstein~~ ~~Age 65~~	~~Independent Director Since 2013~~ ~~Audit Committee~~
		Mr. Hellerstein has extensive business experience in the energy industry as a result of his 17 years of senior management experience and service as board chair of St. Mary Land & Exploration Company (now SM Energy Company). As a certified public accountant, on inactive status, with extensive financial experience as a result of his employment as chief financial officer with several companies, including public companies, Mr. Hellerstein contributes significant finance and accounting knowledge to our board and audit committee.
~~Career Highlights~~
•	Chief executive officer of St. Mary Land & Exploration Company (now SM Energy Company), an energy company engaged in the acquisition, exploration, development, and production of crude oil, natural gas, and natural gas liquids, from 1995 until February 2007; president from 1992 until June 2006; and executive vice president and chief financial officer from 1991 until 1992. He was first elected to the board of St. Mary in 1992 and served as chair from 2002 until May 2009.
•	Several positions prior to joining St. Mary in 1991, including chief financial officer of CoCa Mines Inc., which mined and extracted minerals from lands previously held by the public through the Bureau of Land Management; American Golf Corporation, which manages and owns golf courses in the United States; and Worldwide Energy Corporation, an oil and gas acquisition, exploration, development, and production company with operations in the United States and Canada.
~~Other Leadership Experience~~
•	~~Director of Transocean Inc., a leading provider of offshore drilling services for oil and gas wells, from December 2006 to November 2007.~~
•	Director of the Denver Children’s Advocacy Center, whose mission is to provide a continuum of care for traumatized children and their families, from August 2006 until December 2011, including chair for the last three years.
~~Education and Professional~~
•	~~Bachelor’s degree in accounting from the University of Colorado.~~
•	~~Certified public accountant, on inactive status.~~

Dennis W. Johnson

Age 6873

Independent Director Since 2001

~~Vice~~ Chair of the Board

~~Audit Committee~~

~~Mr. Johnson brings~~

Key Contributions to ~~our board~~the Board: With over 4348 years of experience in business management, manufacturing, and finance, holding positions as chair, president, and chief executive officer of TMI ~~Corporation~~Group Incorporated for 3641 years, as well as ~~through~~ his prior service as a director of the Federal Reserve Bank of ~~Minneapolis. As a result of his service on a number of state and local organizations in North Dakota,~~Minneapolis, Mr. Johnson ~~has~~brings operational, management, strategic planning, specialty contracting, and financial knowledge and insight to the board. Mr. Johnson also contributes significant knowledge of local, state, and regional issues involving North Dakota, athe state where we are headquartered and have significant operations, resulting from his service on several state and ~~assets.~~local organizations.

Career Highlights

•

~~Vice chair~~Chair of the board of the company effective May 8, 2019; and vice chair of the board from February 15, ~~2018.~~2018 to May 8, 2019.

•

Chair, president, and chief executive officer of TMI Group Incorporated as well as its two wholly owned subsidiary companies, TMI Corporation and ~~chair and chief executive officer of~~ TMI Transport Corporation, manufacturers of casework and architectural woodwork in Dickinson, North Dakota; employed since 1974 and serving as president or chief executive officer since 1982.

Other Leadership Experience

•

Member of the Bank of North Dakota Advisory Board of Directors since August ~~2017.~~2017, currently serving as vice chair.

•

President of the Dickinson City Commission from July 2000 through October 2015.

•

Director of the Federal Reserve Bank of Minneapolis from 1993 through 1998.

•

Served on numerous industry, state, and community boards, including the North Dakota Workforce Development Council (chair); the Decorative Laminate Products Association; the North Dakota Technology Corporation; and the business advisory council of the Steffes Corporation, a metal manufacturing and engineering firm.

•

Served on North Dakota Governor Sinner’s Education Action Commission; the North Dakota Job Service Advisory Council; the North Dakota State University President’s Advisory Council; North Dakota Governor Schafer’s Transition Team; and chaired North Dakota Governor Hoeven’s Transition Team.

~~Education~~

•

~~Bachelor of science in electrical and electronics engineering and master of science in industrial engineering from North Dakota State University.~~

~~10 MDU Resources Group, Inc.~~ ~~Proxy Statement~~

~~Proxy Statement~~



	~~William E. McCracken~~ ~~Age 75~~	~~Independent Director Since 2013~~ ~~Compensation Committee~~ ~~Nominating and Governance Committee~~
Mr. McCracken is experienced in information technology and cybersecurity through his tenure at CA, Inc. and International Business Machines Corporation (IBM). This experience coupled with his service as the chair or a member of the board of other public companies and the National Association of Corporate Directors (NACD) enables him to provide insight into the operations, challenges, and complex issues our company is facing in today’s environment and to make significant contributions to the board’s oversight of operational risk management functions and corporate governance.
~~Career Highlights~~
•	~~President of Executive Consulting Group, LLC, a general business consulting firm, from 2002 to present.~~
•	Chief executive officer of CA, Inc., one of the world’s largest information technology management software companies, from January 2010 until January 7, 2013, after which he served as executive adviser to the new chief executive officer until March 31, 2013, and as a consultant to the company until December 31, 2013; also as director of CA, Inc. from May 2005 until January 7, 2013, serving as non-executive chair of the board from June 2007 to September 2009, interim executive chair from September 2009 to January 2010, and executive chair from January 2010 to May 2010.
•	~~Several executive positions during his 36-year career with IBM, including serving on its Chairman’s Worldwide Management Council, a group of the top 30 executives at IBM, from 1995 to 2001.~~
~~Other Leadership Experience~~
•	Director of the NACD, a nonprofit membership organization for corporate board members, since 2010, and named by the NACD as one of the top 100 most influential people in the boardroom in 2009; served on that organization’s 2009 Blue Ribbon Commission (BRC) on risk governance, co-chaired its 2012 BRC on board diversity, and co-chaired its 2015 BRC on board and long-term value creation.
•	Director of IKON Office Solutions, Inc., a provider of document management systems and services, from 2003 to 2008, where he served on its audit committee, compensation committee, and strategy committee.
•	Chair of the advisory board of the Millstein Center for Global Markets and Corporate Ownership at Columbia University from 2014 to 2018 and member since 2013, and the New York chairman of the Chairmen’s Forum since 2011.
~~Education~~
•	~~Bachelor of science in physics and mathematics from Shippensburg University.~~

Patricia L. Moss

Age 64

Independent Director Since 2003

Compensation Committee
~~Nominating~~
Environmental and ~~Governance~~Sustainability Committee

Other Current Public Boards:

--First Interstate BancSystem, Inc.

--Aquila ~~Tax Free Trust~~Group of ~~Oregon~~

Funds

Key Contributions to the Board: With substantial experience in the finance and banking industry, including service on the boards of public banking and investment companies, Ms. Moss ~~has~~contributes broad knowledge of finance, business development, human resources, and compliance oversight, as well as public company governance, to the board. Through her business experience and knowledge of the Pacific Northwest, ~~economy and~~Ms. Moss also provides insight on state, local, and regional economic and political issues where a significant portion of our operations are located. Ms. Moss provides our board with experience in finance and banking, as well as experience in business development through her work at Cascade Bancorp and Bank of the Cascades, and on the Oregon Investment Fund Advisory Council, the Oregon Business Council, and the ~~Oregon Growth Board. Ms. Moss also has experience as a certified senior professional in human resources.~~largest number of our employees are located.

Career Highlights

•

President and chief executive officer of Cascade Bancorp, a financial holding company, Bend, Oregon, from 1998 to January 3, 2012; chief executive officer of Cascade Bancorp’s principal subsidiary, Bank of the Cascades, from 1998 to January 3, 2012, serving also as president from 1998 to 2003; and chief operating officer, chief financial officer and secretary of Cascade Bancorp from 1987 to 1998.

Other Leadership Experience

•

Member of the Oregon Investment Council, which oversees the investment and allocation of all state of Oregon trust funds, from December 2018 to March 2021.

•

Director of First Interstate BancSystem, Inc., since May 30, 2017.

•

Director of Cascade Bancorp and Bank of the Cascades from 1993, and vice chair from January 3, 2012 until May 30, 2017 when Cascade Bancorp merged into First Interstate BancSystem, Inc., and became First Interstate Bank.

•

Chair of the Bank of the Cascades Foundation Inc. ~~since 2014;~~from 2014 to July 31, 2018; co-chair of the Oregon Growth Board, a state board created to improve access to capital and create private-public partnerships, ~~since~~from May ~~2012;~~2012 through December 2018; and a member of the Board of Trustees for the Aquila ~~Tax Free Trust~~Group of ~~Oregon, a~~Funds, whose core business is mutual fund ~~created especially for the benefit~~management and provision of ~~Oregon residents, since June 2015 and~~investment strategies to fund shareholders, from January 2002 to May ~~2005.~~2005 (one fund) and from June 2015 to present (currently three funds).

•

Former director of the Oregon Investment Fund Advisory Council, a state-sponsored program to encourage the growth of small businesses in Oregon; the Oregon Business Council, with a mission to mobilize business leaders to contribute to Oregon’s quality of life and economic prosperity; the North Pacific Group, Inc., a wholesale distributor of building materials, industrial, and hardwood products; and Clear Choice Health Plans Inc., a multi-state insurance ~~company; and City of Bend’s Juniper Ridge management advisory board.~~company.

~~Education~~

•

~~Bachelor of science in business administration from Linfield College in Oregon and master’s studies at Portland State University.~~

•

~~Commercial banking school certification at the ABA Commercial Banking School at the University of Oklahoma.~~

19 MDU Resources Group, Inc. Proxy Statement11

Proxy Statement



		~~Harry J. Pearce~~ Dale S. Rosenthal Age 7566	Independent Director Since ~~1997~~ ~~Chair of the Board~~2021 Audit Committee Nominating and Governance Committee
		~~Mr. Pearce provides our board~~ Key Contributions to the Board: With 22 years of experience with ~~public~~an integrated construction company, ~~leadership with his multinational business~~serving in senior executive positions as strategic director, division president, and chief financial officer, Ms. Rosenthal contributes expertise in construction, alternative energy, real estate and infrastructure development, risk management, ~~experience~~ and proven leadership skills through his position as vice chair at General Motors Corporation, as well as through his extensive service on the boards of large public companies, including Marriott International, Inc., Hughes Electronics Corporation, where he was chair, and Nortel Networks Corporation, where he also was chair. Hecorporate strategy. Ms. Rosenthal also brings ~~to our~~public board ~~his long~~ experience aswith a practicing attorney. In addition, Mr. Pearce has focused on corporate governance issues and was the founding chair of Yale University’s Chairmen’s Forum, an organization comprised of non-executive chairmen of publicly traded companies.regulated public utility company.
Career Highlights
•	~~Chair~~Strategic director of ~~the board~~Clark Construction Group, LLC, a vertically integrated construction company headquartered in Bethesda, Maryland, from January 2017 to December 2017; division president of ~~the company effective August 17, 2006; lead director~~Clark Financial Services Group, leveraging Clark’s core turnkey construction expertise into alternative energy development, from ~~February 15, 2001 until August 17, 2006;~~April 2008 to December 2016; chief financial officer and senior vice president of Clark Construction Group, LLC, from April 2000 to April 2008; and established a Clark subsidiary, Global Technologies Group, which developed and built data centers for early internet service providers. Ms. Rosenthal joined Clark Construction in 1996.
•	Led financing teams for several tax-credit financed housing developers and was instrumental in identifying new sources of funding and innovative tax structures for complex transactions.
Other Leadership Experience
•	Director of Washington Gas Light Company, formerly publicly traded and now a subsidiary of AltaGas Ltd., since October 2014, and chair of the ~~board~~audit committee from ~~November 16, 2000 until February 15, 2001.~~2018 to 2022. Washington Gas is a regulated public utility company that sells and delivers natural gas in the District of Columbia and surrounding metropolitan areas.
•	~~Vice~~Board advisor of Langan Engineering & Environmental Services, a provider of an integrated mix of engineering and environmental consulting services in support of land development projects, corporate real estate portfolios, and the oil and gas industry, since March 2020.
•	Member, Board of Trustees of Cornell University since June 2017, serving on the finance and building and properties committees.
•	Director of Transurban Chesapeake LLC, a company that develops and operates toll roads in the Mid-Atlantic region, since August 2021, and chair of the audit committee since 2022.


			Edward A. Ryan Age 69	Independent Director Since 2018 Audit Committee Nominating and ~~director~~Governance Committee
			Key Contributions to the Board: As a former executive vice president and general counsel for a large public company with international operations, Mr. Ryan contributes expertise to the board in the areas of ~~General Motors Corporation~~corporate governance, acquisitions, risk management, legal, compliance, and labor relations. Mr. Ryan also brings senior leadership, transactional, and public company experience.
Career Highlights
•		Advisor to the chief executive officer and president of Marriott International from ~~January 1, 1996~~December 2017 to ~~May~~December 31, ~~2001;~~2018.
•		Executive vice president and general counsel of Marriott International from December 2006 to December 2017; senior vice president and associate general counsel from ~~1987~~1999 to ~~1994.~~November 2006; and assumed responsibility for all corporate transactions and corporate governance in 2005. Mr. Ryan joined Marriott International as assistant general counsel in May 1996.
•		~~Senior partner in the Pearce & Durick~~Private law ~~firm in Bismarck, North Dakota, prior~~practice from 1979 to ~~joining General Motors in 1987.~~1996.
Other Leadership Experience
•		Director of ~~Hughes Electronics Corporation,~~C&O Canal Trust, a ~~General Motors Corporation subsidiary~~non-profit partner of the Chesapeake & Ohio Canal National Historical Park, that works in conjunction with the National Park Service and ~~provider~~local communities for park preservation highlighting the park’s historical, natural and cultural heritage, while embracing the principles of ~~digital television entertainment, broadband satellite network,~~diversity, equity, and ~~global video~~inclusion in its work, since January 2022, and ~~data broadcasting, from 1992 to December 2003,~~chair of the nominating and ~~retiring as chair in 2003.~~governance committee since January 2023.
•		Director and finance committee member of ~~Marriott International, Inc.~~Goodwill of Greater Washington, D.C., a ~~major hotel chain,~~non-profit organization whose mission is to transform lives and communities through education and employment, since January 2015, including a term as chair from ~~1995 to May 2015,~~January 2020 through December 2021, vice chair from January 2019 through December 2019, and ~~served on~~chair of the ~~audit,~~ finance ~~compensation, and excellence committees.~~committee from January 2018 through December 2019.
•		~~Director~~Board advisor of ~~Nortel Networks Corporation,~~Workbox Company, a ~~global telecommunications~~startup company ~~from~~that provides collaborative coworking space and accelerator services, since January ~~2005 to August 2009, also served as chair of the board from June 2005.~~
•	~~Fellow of the American College of Trial Lawyers, and member of the International Society of Barristers.~~
•	Founding chair of the Yale University’s Chairmen’s Forum; former member of the President’s Council on Sustainable Development; and co-chair of the President’s Commission on the United States Postal Service.
~~Education~~
•	~~Bachelor’s degree in engineering sciences from the U.S. Air Force Academy.~~
•	~~Juris doctor degree from Northwestern University’s School of Law.~~2020.

MDU Resources Group, Inc. Proxy Statement 20

Proxy Statement



			~~John K. Wilson~~David M. Sparby Age 6368	Independent Director Since ~~2003~~2018 Audit Committee ~~Audit~~Environmental and Sustainability Committee
			~~Mr. Wilson has an extensive background in finance~~ Key Contributions to the Board: With over 32 years of public utility management and ~~accounting, as well as~~leadership experience with ~~mergers and acquisitions, through his education and work experience at~~ a ~~major accounting firm and his later~~large public utility ~~experience in his~~company, including positions as ~~controller and~~senior vice president ~~of Great Plains Natural Gas Co., president of Great Plains Energy Corp.,~~ and ~~president,~~as chief financial officer, Mr. Sparby provides a broad understanding of the public utility and ~~treasurer for Durham Resources, LLC, and all Durham Resources entities.~~natural gas pipeline industries, including renewable energy expertise. His lengthy senior leadership experience with a public company also contributes to the board.
Career Highlights
•		President of Durham Resources, LLC, a privately held financial management company, in Omaha, Nebraska, from 1994 to December 31, 2008; president of Great Plains Energy Corp., a public utility holding company and an affiliate of Durham Resources, LLC, from 1994 to July 1, 2000; andSenior vice president and group president, revenue, of ~~Great Plains Natural Gas Co.,~~Xcel Energy and president and chief executive officer of its subsidiary, NSP-Minnesota, from May 2013 until his retirement in December 2014; senior vice president and group president, from September 2011 to May 2013; chief financial officer from March 2009 to September 2011; and president and chief executive officer of NSP-Minnesota from 2008 to March 2009. He joined Xcel Energy, or its predecessor Northern States Power Company, as an ~~affiliate company~~attorney in 1982 and held positions of ~~Durham Resources, LLC, until July 1, 2000.~~increasing responsibility.
•		~~Executive director~~Attorney with the State of Minnesota, Office of Attorney General, from 1980 to 1982, during which period his responsibilities included representation of the ~~Robert B. Daugherty Foundation in Omaha, Nebraska, since January 2010.~~
•	~~Held positions~~Department of ~~audit manager at Peat, Marwick, Mitchell (now known as KPMG), controller for Great Plains Natural Gas Co.,~~Public Service and ~~chief financial officer and treasurer for all Durham Resources entities.~~the Minnesota Public Utilities Commission.
Other Leadership Experience
•		~~Director~~Board of ~~HDR, Inc., an international architecture and engineering firm, since December 2008; and director~~Trustees of ~~Tetrad Corporation, a privately held investment company, since April 2010, both located in Omaha, Nebraska.~~Mitchell Hamline School of Law from July 2011 to July 2020.
•		~~Former director~~Board of ~~Bridges Investment Fund, Inc., a mutual fund, from April 2003 to April 2008; director~~Trustees of the ~~Greater Omaha Chamber~~College of ~~Commerce~~St. Scholastica since July 2012, including service as chair from ~~January 2001 through December 2008; member of the advisory board of U.S. Bank NA Omaha from January 2000~~September 2020 to ~~July 2010; and the advisory board of Duncan Aviation, an aircraft service provider, headquartered in Lincoln, Nebraska, from January 2010 to February 2016.~~
~~Education and Professional~~
•	~~Bachelor’s degree in business administration, cum laude, from the University of Nebraska – Omaha.~~
•	~~Certified public accountant, on inactive status.~~

August 2022.

~~12 MDU Resources Group, Inc.~~ ~~Proxy Statement~~

~~Proxy Statement~~



~~The~~		Chenxi Wang Age 52	Independent Director Since 2019 Audit Committee Environmental and Sustainability Committee
		Key Contributions to the Board: Having significant technology and cybersecurity expertise through her management and leadership positions with several organizations, Ms. Wang contributes knowledge to the board on technology and cybersecurity issues. As the founder and managing general partner of a cybersecurity-focused venture fund, Ms. Wang also provides knowledge regarding capital markets and business development.
Career Highlights
•	Founder and managing general partner of Rain Capital Fund, L.P., a cybersecurity-focused venture fund aiming to fund early-stage, transformative technology innovations in the security market with a goal of supporting women and minority entrepreneurs, since December 2017.
•	Chief strategy officer at Twistlock, Inc., an automated and scalable cloud native cybersecurity platform, from August 2015 to March 2017.
•	Vice president, cloud security & strategy of CipherCloud, LLC, a cloud security software company, from January 2015 to August 2015.
•	Vice president of strategy of Intel Security, a company focused on developing proactive, proven security solutions and services that protect systems, networks, and mobile devices, from April 2013 to January 2015.
•	Principal analyst and vice president of research at Forrester Research, a market research company that provides advice on existing and potential impact of technology, from January 2007 to April 2013.
•	Assistant research professor and associate professor of computer engineering at Carnegie Mellon University from September 2001 through August 2007.
•	Founder and director of Forte Group, an advocacy and education non-profit organization focusing on women in the cybersecurity industry, since November 2022.
Other Leadership Experience
•	Technical Board of Advisors of Secure Code Warriors, a Sydney-based cybersecurity company, since June 2019.
•	Board of directors ~~recommends~~of OWASP Global Foundation, a ~~vote “for” each nominee.~~nonprofit global community that drives visibility and evolution in the safety and security of the world’s software, from January 2018 to December 2019, including a term as vice chair.
•	Recipient of the 2019 Investor in Women Award by Women Tech Founders Foundation, an organization dedicated to advancing women in the technology industry.
•	Board observer of ProjectDiscovery, Inc., an open-source software company that simplifies security operations for engineers and developers, since October 2022.
•	Board observer of Stanza System, Inc., a company that specializes in site reliability engineering, since November 2022.

21 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

Additional Information - Majority Voting

A majority of votes cast is required to elect a director in an uncontested election. A majority of votes cast means the number of votes cast “for” a director’s election must exceed the number of votes cast “against” the director’s election. “Abstentions” and “broker non-votes” do not count as votes cast “for” or “against” the director’s election. In a contested election, which is an election in which the number of nominees for director exceeds the number of directors to be elected and which we do not anticipate, directors will be elected by a plurality of the votes cast.

Unless you specify otherwise when you submit your proxy, the proxies will vote your shares of common stock “for” all directors nominated by the board of directors. If a nominee becomes unavailable for any reason or if a vacancy should occur before the election, which we do not anticipate, the proxies will vote your shares in their discretion for another person nominated by the board.

Our policy on majority voting for directors contained in our corporate governance guidelines requires any proposed nominee for re-election as a director to tender to the board, prior to nomination, his or her irrevocable resignation from the board that will be effective, in an uncontested election of directors only, upon:

•receipt of a greater number of votes “against” than votes “for” election at our annual meeting of stockholders; and

•acceptance of such resignation by the board of directors.

Following certification of the stockholder vote, the nominating and governance committee will promptly recommend to the board whether or not to accept the tendered resignation. The board will act on the nominating and governance committee’s recommendation no later than 90 days following the date of the annual meeting.

Brokers may not vote your shares on the election of directors if you have not given your broker specific instructions on how to vote. Please be sure to give specific voting instructions to your broker so your vote can be counted.

MDU Resources Group, Inc. Proxy Statement 22

Proxy Statement

Board Evaluations and Process for Selecting Directors

Our corporate governance guidelines require that the board, in coordination with the nominating and governance committee, annually reviews and evaluates the performance and functioning of the board and its committees.

The board evaluation process includes the following steps:

QUESTIONNAIRES

During 2022, each director completed an anonymous written questionnaire with the opportunity to provide comments. In addition, committee members completed a separate written questionnaire related to the operation of the respective committees.

BOARD SUMMARY AND FEEDBACK

The results of the written questionnaires were anonymously aggregated and provided to the board and each committee. Key strengths and opportunities for improvement of the board and each committee were reviewed and discussed in an executive session of the board in connection with this process.

BOARD SUCCESSION

As part of the annual board evaluation process, the nominating and governance committee evaluates our directors considering the current needs of the board and the company. This evaluation supports the nominating and governance committee’s consideration of board succession and potential director recruitment throughout the year.

Director Qualifications, Skills, and Experience

Director nominees are chosen to serve on the board based on their qualifications, skills, and experience, as discussed in their biographies, and how those characteristics supplement the resources and talent on the board and serve the current needs of the board and the company. Our governance guidelines provide that directors are not eligible to be nominated or appointed to the board if they are 76 years or older at the time of the election or appointment. The board does not have term limits on the length of a director’s service.

In making its nominations, the nominating and governance committee assesses each director nominee by a number of key characteristics, including character, success in a chosen field of endeavor, background in publicly traded companies, independence, and willingness to commit the time needed to satisfy the requirements of board and committee membership. Although the committee has no formal policy regarding diversity, the board is committed to having a diverse and broadly inclusive membership. In recommending director nominees, the committee considers diversity in gender, ethnic background, geographic area of residence, skills, and professional experience.

23 MDU Resources Group, Inc. Proxy Statement13

Proxy Statement

Board Skills and Diversity Matrix

Carmona Alvarez

Everist

Fagg

Goodin

Johnson

Moss

Rosenthal

Ryan

Sparby

Wang

Skills & Expertise

EXECUTIVE MANAGEMENT/PUBLIC COMPANY

Served as CEO or other senior executive of an organization or as a director of another publicly traded company

ACCOUNTING/FINANCE

Experience in the preparation and review of financial statements and financial reports

CAPITAL MARKETS

Experience overseeing company financings, investments, capital structures, and financial strategy

INFORMATION TECHNOLOGY/CYBERSECURITY

Oversight of or significant background working with information technology systems, data management, and/or cybersecurity risks

RISK MANAGEMENT AND COMPLIANCE

Regulatory and compliance expertise or experience in the identification, assessment, and mitigation of risks facing our company

INDUSTRY EXPERIENCE

Experience in our businesses and related industries, including public utilities, natural gas pipelines, construction, and aggregate mining

LEGAL/CORPORATE GOVERNANCE

Experience in dealing with complex legal and public company governance issues

HUMAN CAPITAL MANAGEMENT

Experience in enterprise-wide human capital management and the development of talent, including overseeing diversity and inclusion efforts.

ENVIRONMENT AND SUSTAINABILITY

Experience addressing environmental and sustainability issues relating to our businesses

GOVERNMENT/REGULATORY/PUBLIC AFFAIRS

Background or experience in governmental regulations and public policy issues affecting our businesses

Gender/Age/Tenure

Gender

Age

Tenure

Race/Ethnicity/Nationality

African American/Black

Alaskan Native or Native American

Asian

Hispanic/Latinx

Native Hawaiian or Pacific Islander

White (not Hispanic or Latinx origins)

Two or more Races or Ethnicities

LGBTQ+

MDU Resources Group, Inc. Proxy Statement 24

Proxy Statement

Independence

Board Refreshment

Tenure

Diversity

90%

Five new members have been elected or appointed to the board over the last five years.

0-4 Years

Average Tenure

Gender

New Members

5-10 Years

11.5 Years

Four director nominees are women.

40%

The board has determined that all director nominees, other than Mr. Goodin, meet the independence standards set by the NYSE and SEC.

11+ Years

Race/Ethnicity

The average tenure of the director nominees reflects a balance of company experience and new perspective.

Two director nominees are ethnically diverse.

20%

Board Composition and Refreshment

The nominating and governance committee is committed to ensuring that the board reflects a diversity of experience, skills, and backgrounds to serve the company’s governance and strategic needs. In recognition of the company’s commitment to diversity, the company was recognized in 2022 by 50/50 Women on Boards™ as a “3+” company for having three or more women on its board of directors.

Each of the nominees has been nominated for election to the board of directors upon recommendation by the nominating and governance committee and each has decided to stand for election.

In evaluating the needs of the board and the company, the nominating and governance committee focuses on identifying board candidates that will add gender and ethnic diversity along with relevant industry and leadership experience to the board, as well as a background and core competencies in the fields of technology, cybersecurity, and public company governance. To support this process, the nominating and governance committee engaged an independent global search firm in 2021 to assist with identifying, evaluating, and recruiting a diverse pool of potential director candidates, which led to the appointment of German Carmona Alvarez in 2022. Potential director nominees were brought to the attention of the nominating and governance committee by board members, management, advisory firms, and various organizations.

The nominating and governance committee continues to identify individuals as potential board of director candidates, particularly individuals with industry experience to support the company’s strategy to create two pure-play companies of regulated energy delivery and construction materials, while pursuing organic growth opportunities and strategic acquisitions. The nominating and governance committee identified and recommended German Carmona Alvarez be appointment to the board in 2022 based on his expertise with human capital management, digital and information technology, finance, and mergers and acquisitions as well as his addition to the board’s expertise and diversity.

By tenure, if the nominees are elected, the board will be comprised of three directors who have served from 0-4 years, three directors who have served from 5-10 years, and four directors who have served over 11 years. The nominating and governance committee believes this mix of director tenures provides a balance of experience and institutional knowledge with fresh perspectives. The nominating and governance committee also takes into consideration any written agreement for director nominations the company is a party to such as the Cooperation Agreement.

25 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

Director Independence

The board of directors has adopted guidelines on director independence that are included in our corporate governance guidelines. Our guidelines require that a substantial majority of the board consists of independent directors. In general, the guidelines require that an independent director must have no material relationship with the company directly or indirectly, except as a director. The board determines independence on the basis of the standards specified by the New York Stock Exchange (NYSE), the additional standards referenced in our corporate governance guidelines, and other facts and circumstances the board considers relevant. Based on its review, the board has determined that all directors, except for our chief executive officer Mr. Goodin, have no material relationship with usthe company and are independent.

In determining director independence, the board of directors reviewed and considered information about any transactions, relationships, and arrangements between the non-employee directors and their immediate family members and affiliated entities on the one hand, and the company and its affiliates on the other, and in particular the following transactions, relationships, and arrangements:

•Charitable contributions by the company and the MDU Resources Foundation (Foundation) to ~~the following~~ nonprofit organizations where a director or ~~a director’s spouse, serves or has~~immediate family member served as aan officer or director ~~chair, or vice chair~~ of the ~~board of trustees, trustee or member of the organization or related entity:Charitable contributions by~~organization.

◦The company and the Foundation made charitable contributions to Sanford Health Foundation, Billings Catholic Schools Foundation, the University of North Dakota Foundation, the University of North Dakota Formula SAE, and the University of Jamestown and its foundation.five such nonprofit organizations that collectively totaled $15,500. None of the contributions made to any of ~~these~~the nonprofit entities ~~during the last three fiscal years~~ exceeded ~~in any single year the greater of $1 million or~~ 2% of the relevant entity’s consolidated gross revenues.

•Business relationships with entities with which a director or director nominee is affiliated~~: (1) Payment~~.

◦Mr. Carmona Alvarez is currently the global president of ~~nominal fees to First Interstate Bank,~~applied intelligence of Wood PLC, a subsidiary of First Interstate BancSystem, Inc., where Patricia Moss has been a director since May 30, 2017. The fees were for services related to depository accounts at First Interstate Bank. These services were provided in the ordinary course of businessconsulting and on substantially the same terms as those prevailing at the time for comparable services provided by other bank entities. (2) Mr. Wilson is a member of the board of directors of HDR, Inc., an architectural, engineering ~~environmental, and consulting firm.~~company. The company paid ~~HDR, Inc. or its affiliates~~an affiliate of Wood PLC approximately $6,475,000 in 2022 for services ~~which~~provided. The services were provided in the ordinary course of business and on substantially the same terms prevailing for comparable services from other consulting ~~firms.~~and engineering companies. Mr. ~~Wilson~~Carmona Alvarez (i) played no role in the transactions between the company’s subsidiaries and the Wood PLC entities; (ii) has no role, influence or oversight of the actual work of the Wood PLC entities with respect to the company; and (iii) did not receive any commission or have any financial interest in such work in a way that impacts the compensation he receives from Wood PLC. Mr. Carmona Alvarez had no role in securing or promoting the ~~HDR, Inc.~~Wood PLC affiliated services.

◦Ms. Fagg was a member of the Board of Trustees for Carroll College. The company received payment for services provided to Carroll College in the amount of $736 in 2022. Ms. Fagg had no role in securing or promoting the services provided to Carroll College.

The board has also determined that all members of the audit, compensation, ~~and~~ nominating and governance, and environmental and sustainability committees of the board are independent in accordance with our guidelines and applicable NYSE and Securities Exchange Act of 1934 ~~rules.~~rules, as applicable.

Oversight of Sustainability

We are an essential infrastructure company and manage our business with a long-term view toward sustainable operations, focusing on how economic, environmental, and social impacts help the company continue Building a Strong America®. We are committed to strong corporate governance in all areas, including governance of environmental and social responsibility.

Board of Directors. The board of directors is ultimately responsible for oversight with respect to environmental, health, safety, and other social sustainability matters applicable to the company.

Environmental and Sustainability Committee of the Board. In recognition of its responsibility for oversight with respect to environmental, health, safety, and other social sustainability matters, the board of directors in May 2019 formed the environmental and sustainability committee as a standing committee of the board with particular focus on our environmental, workplace health, safety, human capital, and other social sustainability programs and performance. The environmental and sustainability committee assists the board in fulfilling its oversight responsibilities with respect to environmental and social sustainability matters, including oversight and review of:

MDU Resources Group, Inc. Proxy Statement 26

Proxy Statement

•Employee, customer, and contractor safety;

•Climate change risks;

•Compliance with environmental, health, and safety laws;

•Human capital management;

•Integration of environmental and social principles into company strategy; and

•Significant public disclosures of environmental and sustainability matters.

Additional oversight responsibilities of our environmental and sustainability committee are discussed on page 34.

Management Policy Committee. The company’s management policy committee is comprised of the presidents of the business units and senior company officers. The management policy 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. In 2021, the company established an executive sustainability committee, which is comprised of corporate and business unit senior executives. The committee is co-chaired by our vice president, chief accounting officer and controller and a business segment president. The executive sustainability committee responsibilities include:

•Supporting execution of, and making recommendations to advance, the company’s environmental and sustainability strategy; and

•Establishing, maintaining, and enhancing the processes, procedures, and controls for the company’s environmental and sustainability disclosures.

For information on our sustainability reporting, as well as highlights of our environmental stewardship and social responsibility, see “Sustainability Highlights” in the Proxy Summary.

27 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

Stockholder Engagement

The company has an active stockholder outreach program. We believe in providing transparent and timely information to our ~~investors.~~investors and understand the need to align our priorities with those of our key stakeholders. Each year we routinely engage directly or indirectly with our stockholders, including ~~our top~~large institutional stockholders. Management regularly attends and presents at investor and financial conferences and holds one-on-one meetings with investors. During ~~2017,~~2022, the company held meetings, conference calls, and webcasts with numerous stockholders and investment firms, including focused outreach to our top 30 investors. Our active stockholder outreach program includes:

WHO WE ENGAGE

HOW WE ENGAGE

WHO PARTICIPATES

•

Institutional Investors

•

One-on-One and Group Meetings

•

Executive Management

•

Sell-Side Analysts

•

Quarterly Earnings Conference Calls

•

Investor Relations

•

Retail Stockholders

•

Written and Electronic Communications

•

Senior Leadership

•

Pension Funds

•

Company-Hosted Events and Presentations

•

Subject Matter Experts

•

Holders of Bonds

•

Webcasts with Stockholders and Analysts

•

Board Members

•

Rating Agencies/Firms

•

Industry and Sell-Side Presentations and

Conferences

KEY TOPICS OF ENGAGEMENT

•

Company Strategy

KEY ENGAGEMENT RESOURCES

•

Executive Compensation

•

MDU Resources Website at investor.mdu.com

•

Sustainability Report

•

Operational and Financial Updates

•

Quarterly Earnings Webcasts

•

Public Events and Presentations

•

Knife River Corporation Tax-Free Spinoff

•

Annual Proxy Statement

•

SEC Filings

•

Strategic Review of MDU Construction

•

Annual Report

•

Disclosures to Various Ratings Assessors

Services Group, Inc.

•

Annual Stockholder Meeting

•

Press Releases

•

Capital Expenditure Forecast/Capital

Allocation

•

Sustainability

•

Environmental, Social, and Corporate

Governance Practices

OUTCOMES OF STOCKHOLDER ENGAGEMENT

•

Received stockholder feedback regarding strategic initiatives

•

Stockholder feedback regularly shared with our board of directors

•

Enhanced Sustainability Reporting with expanded disclosures of risk and opportunities in accordance with TCFD

•

Expanded disclosure of financial metrics for our business segments to help investors better understand key business drivers

•

Cooperation Agreement entered into between the company and Corvex Management LP appointing a new director pending approval by the Federal Energy Regulatory Commission

Stockholder Communications with the Board

Stockholders and other interested parties who wish to contact the board of directors or any individual director, including our non-employee chair or non-employee directors as a ~~diverse mix of stockholders. Throughout the year, we held meetings with eight~~group, should address a communication in care of the actively managed institutional investors included in our year-end top 30 stockholders. We engage periodically with our index fund investors; however, no direct meetings were held with this investor class in 2017. In our meetings, we discussed a variety of topics with stockholders including longer-term company strategy and our capital expenditure forecast, shorter-term operational and financial updates, and previously announced strategic initiatives.secretary at MDU Resources Group, Inc., P.O. Box 5650, Bismarck, ND 58506-5650. The ~~company also held a telephone conference with a proxy advisory firm to discuss corporate governance and executive compensation practices.~~secretary will forward all communications.

MDU Resources Group, Inc. Proxy Statement 28

Proxy Statement

Board Leadership Structure

The board separated the positions of chair of the board and chief executive officer in 2006, and our bylaws and corporate governance guidelines currently require that our chair be independent. The board believes this structure provides balance and is currently in the best interest of the company and its stockholders. Separating these positions allows the chief executive officer to focus on the full-time job of running our business, while allowing the chair ~~of the board~~ to lead the board in its fundamental role of providing advice to and independent oversight of management. The chair meets and confers regularly between board meetings with the chief executive officer and consults with the chief executive officer regarding the board meeting agendas, the quality and flow of information provided to the board, and the effectiveness of the board meeting process. The board believes this split structure recognizes the time, effort, and energy the chief executive officer is required to devote to the position in the current business environment as well as the commitment required to serve as the chair, particularly as the board’s oversight responsibilities continue to grow and demand more time and attention. The fundamental role of the board of directors is to provide oversight of the management of the company in good faith and in the best interests of the company and its

~~14 MDU Resources Group, Inc.~~ ~~Proxy Statement~~

~~Proxy Statement~~

stockholders. ~~Having~~The board believes having an independent chair is a means to ensure the chief executive officer is accountable for managing the company in close alignment with the interests of stockholders including with respect to risk management as discussed below. AnThe board has found that an independent chair is in a position to encourage frank and lively discussions including during regularly scheduled executive sessions consisting of only independent directors and to assure that the company has adequately assessed all appropriate business risks before adopting its final business plans and strategies. The board believes that having separate positions and having an independent outside director serve as chair is the appropriate leadership structure for the company at this time and demonstrates our commitment to good corporate governance.

Board’s Role in Risk Oversight

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including economic risks, strategic risks, operational risks, environmental and regulatory risks, ~~the impact of competition,~~competitive risks, climate and weather conditions, ~~limitations on our ability to pay dividends,~~ pension plan obligations, cyberattacks or acts of terrorism, and third party liabilities. ~~Management is responsible for identifying material risks, implementing appropriate risk management strategies, and providing information regarding material risks and risk management to the board.~~ The board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate for identifying, assessing, and managing risk. Management is responsible for identifying material risks, implementing appropriate risk management and mitigation strategies, and providing information regarding material risks and risk management and mitigation to the board. The company’s risk oversight framework also aligns with its disclosure controls and procedures. For example, the company’s quarterly and annual financial statements and related disclosures are reviewed by the disclosure committee, which includes certain senior management, who participate in the risk assessment practices described below.

The board believes establishing the right “tone at the top” and full and open communication between management and the board of directors are essential for effective risk management and oversight. Our chair meets regularly with our ~~president and~~ chief executive officer ~~and other senior officers~~ to discuss strategy and risks facing the company. The chair of the board and chairs of each of the board’s standing committees meet with our chief executive officer, chief financial officer, and general counsel to discuss risks and presentations to the board regarding risks. Senior management attends the quarterly board meetings and is available to address ~~any~~ questions or concerns raised by the board on risk management-related and any other matters. Each quarter, the board of directors ~~receives~~and its applicable committees receive presentations from senior management on enterprise risk management issues and strategic matters involving our operations. Senior management annually presents an assessment to the board of critical enterprise risks that threaten the company’s strategy and business model, including risks inherent in the key assumptions underlying the company’s business strategy for value creation. Periodically, the board receives presentations from external experts on matters of strategic importance to the board. At least annually, the board holds strategic planning sessions with senior management to discuss strategies, key challenges, and risks and opportunities for the company.

~~While~~In addition, in 2022 the company developed a survey completed by both the board ~~is ultimately responsible for~~of directors and members of the management policy committee to identify critical enterprise risks. The company believes this program, which was designed to enable effective and efficient identification of, and visibility into, critical enterprise risks over the short, intermediate, and long-term, and to facilitate the incorporation of risk considerations into decision making across the company, and assessing and managing the company’s legal, regulatory, and other compliance obligations on a global basis, provides valuable insight to the board of directors in its risk oversight efforts. In particular, the company believes its enterprise risk management programs help clearly define risk management roles and responsibilities among the board, its committees and management, bring together senior management to discuss risk, promote visibility and constructive dialogue around the risks relevant to the company’s strategy and operations and helps facilitate appropriate risk response strategies at ~~our company, our three standing~~the board of directors, board committees, ~~assist the board in fulfilling its oversight responsibilities in certain areas of risk.~~and management.

29 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

The Board

While the board is ultimately responsible for risk oversight at our company, our standing board committees assist the board in fulfilling its oversight responsibilities in certain areas of risk.

Audit Committee

Compensation Committee

Nominating and Governance Committee

Environmental and Sustainability Committee

Risk Oversight Responsibilities

Financial Reporting

Executive Compensation

Board Organization

Environmental

Internal Controls

Incentive Plans

Board Membership and Structure

Health and Safety

Cybersecurity

Conflicts of Interest Assessment

Succession Planning

Social Sustainability

Compliance with Legal and Regulatory Requirements

Director Compensation Policy

Corporate Governance

Climate Change Risks

Management

The management policy committee meets monthly, or more frequently as warranted, to receive reports from each business unit on safety, operations, business development, and to discuss the company’s challenges and opportunities. Reports are also provided by the company’s financial, human resources, legal, and enterprise information technology departments. Special presentations are made by other employees on matters that affect the company’s operations. The company has also developed a robust compliance program to promote a culture of compliance, consistent with the right “tone at the top,” to mitigate risk. The program includes training and adherence to our code of conduct and legal compliance guide. We further mitigate risk through our internal audit and legal departments.

•Audit Committee. The audit committee assists the board in fulfilling its oversight responsibilities with respect to risk management in a general manner and specifically in the areas of financial reporting, internal controls, ~~and~~cybersecurity, compliance with legal and regulatory requirements, and related person transactions, and, in accordance with NYSE requirements, discusses with the board policies with respect to risk assessment and risk management and their adequacy and effectiveness. ~~Risk assessment~~The audit committee receives regular reports ~~are~~on the company’s compliance program, including reports received through our anonymous reporting hotline. It also receives reports and regularly ~~provided by management to~~meets with the company’s external and internal auditors. During its quarterly meetings in 2022, the audit committee received presentations or reports from management on cybersecurity and the ~~full board. This opens~~company’s mitigation of cybersecurity risks as well as assessment and mitigation reports on other compliance and risk-related topics. The entire board was present for cybersecurity risk presentations and had access to the ~~opportunity for discussions about~~reports. The audit committee discussed areas where the company may have material risk exposure, steps taken to manage such exposure, and the company’s risk tolerance in relation to company strategy. The audit committee reports regularly to the board of directors on the company’s management of risks in the audit committee’s areas of responsibility.

•Compensation Committee. The compensation committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs.

•Nominating and Governance Committee. The nominating and governance committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, board membership and structure, succession planning for our directors and executive officers, and corporate governance.

MDU Resources Group, Inc. Proxy Statement 30

Proxy Statement

•Environmental and Sustainability Committee. The environmental and sustainability committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks related to environmental, human capital management, health, safety, and other social and sustainability matters that fundamentally affect the company’s business interests and long-term viability. The environmental and sustainability committee responsibilities include reviewing significant risks and exposures to the company regarding current and emerging environmental and social sustainability matters, including climate change risks, and discussing with management and overseeing actions taken by the company in response thereto. The environmental and sustainability committee also reviews the company’s efforts to integrate social, environmental, and economic principles, including climate change, greenhouse gas emissions management, energy, water, and waste management, product and service quality, reliability, customer care and satisfaction, public perception, and company reputation, into the company’s strategy and operations. The environmental and sustainability committee receives regular reports on the company’s safety statistics relating to organization-wide year-to-date recordable incident rates, days away, restricted or transferred rates, and preventable vehicle accident rates.

Board Meetings and Committees

During ~~2017,~~2022, the board of directors held four regular meetings and ~~two~~seven special meetings. Each director attended at least 75% of the combined total meetings of the board and the committees on which the director served during ~~2017.~~2022, in each case, during the time period which each director served. Directors are encouraged to attend our annual meeting of stockholders. All directors attended our ~~2017 Annual Meeting~~2022 annual meeting of ~~Stockholders.~~

Harry J. Pearce was elected non-employee chair of the board on August 17, 2006, and previously served as lead director from February 15, 2001 to August 17, 2006. He presides at the executive session of the non-employee directors held in connection with each regularly scheduled quarterly board of directors meeting. Dennis W. Johnson was elected vice chair of the board on February 15, 2018. The non-employee directors meet in executive session both with and without the chief executive officer at each regularly scheduled quarterly board of directors meeting. All of our non-employee directors are independent, as defined in our corporate governance guidelines and NYSE listing standards.

~~MDU Resources Group, Inc.~~ ~~Proxy Statement~~ 15

~~Proxy Statement~~

stockholders.

The board has standing audit, compensation, ~~and~~ nominating and governance, ~~committees.~~and environmental and sustainability committees which meet at least quarterly. The table below provides current committee membership.

Name

Audit

Committee

Compensation

Committee

Nominating and

Governance Committee

Environmental and Sustainability Committee

German Carmona Alvarez

●

Thomas Everist

C●

●

Karen B. Fagg

●C

●

~~Mark A. Hellerstein~~

●

~~A. Bart Holaday~~

●

~~Dennis W. Johnson~~

~~William E. McCracken~~

●

Patricia L. Moss

●

~~John K. Wilson~~Dale S. Rosenthal

●

Edward A. Ryan

●

David M. Sparby

●

Chenxi Wang

●

C - Chair

● - Member

Below is a description of each standing committee of the board. The board has affirmatively determined that each of these standing committees consists entirely of independent directors pursuant to rules established by the NYSE, rules promulgated under the Securities and Exchange Commission (SEC), and the director independence standards established by the board. The board has also determined that each member of the audit committee and the compensation committee is independent under the criteria established by the NYSE and the SEC for audit committee and compensation committee members, as applicable.



Nominating and Governance Committee			Met ~~Four~~Five Times in ~~2017~~2022

The nominating and governance committee met ~~four~~five times during ~~2017.~~2022. The current committee members are ~~Karen B. Fagg,~~Edward A. Ryan, chair, ~~A. Bart Holaday, William E. McCracken,~~German Carmona Alvarez, Thomas Everist, and ~~Patricia L. Moss.~~Dale S. Rosenthal.

The nominating and governance committee is governed by a written charter and provides recommendations to the board with respect to:

•board organization, membership, and function;

•committee structure and membership;

•succession planning for our executive management and directors; and

•our corporate governance guidelines.

31 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

The nominating and governance committee assists the board in overseeing the management of risks in the committee’s areas of responsibility.

The committee identifies individuals qualified to become directors and recommends to the board the director nominees ~~for director~~ for the next annual meeting of stockholders. The committee also identifies and recommends to the board individuals qualified to become our principal officers and the nominees for membership on each board committee. The committee oversees the evaluation of the board and management.

In identifying nominees for director, the committee consults with board members, ~~our~~ management, search firms, consultants, organizational representatives, and other individuals likely to possess an understanding of our business and knowledge concerning suitable director candidates.

Our corporate governance guidelines include our policy on consideration of director candidates recommended to us. We will consider candidates that our stockholders recommend in the same manner we consider other nominees. Stockholders who wish to recommend a director candidate may submit recommendations, along with the information set forth in the guidelines, to the nominating and governance committee chair in care of the secretary at MDU Resources Group, Inc., P.O. Box 5650, Bismarck, ND 58506-5650.

Stockholders who wish to nominate persons for election to our board at an annual meeting of stockholders must follow the procedures set forth in section 2.08 of our bylaws. Our bylaws are available on our website. See “~~Stockholder Proposals, Director Nominations, and Other Items of Business for 2019 Annual Meeting” in the section entitled “Information about the Annual Meeting” for further details.~~

~~16 MDU Resources Group, Inc.~~ ~~Proxy Statement~~

~~Proxy Statement~~

In evaluating director candidates, the committee, in accordance with our corporate governance guidelines, considers an individual’s:

•background, character, and experience, including experience relative to our company’s lines of business;

•skills and experience which complement the skills and experience of current board members;

•success in the individual’s chosen field of endeavor;

•skill in the areas of accounting and financial management, banking, business management, human resources, marketing, operations, public affairs, law, technology, risk management, ~~governance,~~ and ~~operations abroad;~~governance;

•background in publicly traded companies, including service on other public company boards of directors;

•geographic area of residence;

~~diversity of~~ •business and professional experience, skills, gender, and ethnic background, as appropriate in light of the current composition and needs of the board;

•independence, including any affiliation or relationship with other groups, organizations, or entities; and

•compliance with applicable law and applicable corporate governance, code of conduct and ethics, conflict of interest, corporate opportunities, confidentiality, stock ownership and trading policies, and other policies and guidelines of the company.

~~In addition, our~~Our bylaws also contain requirements that a person must meet to qualify for service as a director.

In addition, on January 24, 2023, the company entered into the Cooperation Agreement with Corvex Management LP, pursuant to which Corvex Management LP partner, James H. Gemmel, was appointed as a non-voting board observer and, subject to FERC approval, to the board of directors.

The nominating and governance committee assesses ~~the effectiveness of this policy~~these considerations annually in connection with the nomination of directors for election at the annual meeting of stockholders. The committee seeks a collective background of board members to provide a portfolio of experience and knowledge that serves the company’s governance and strategic needs and best perpetrates our long-term success. Directors should have demonstrated experience and knowledge that is relevant to the board’s oversight role of the company’s business. The nominating and governance committee also considers the board’s diversity in recommending nominees, including diversity of experience, expertise, ethnicity, gender, and geography. The composition of the current board and the board nominees reflects diversity in business and professional experience, skills, ethnicity, gender, and ~~gender.~~geography.



Audit Committee			Met ~~Eight~~Nine Times in ~~2017~~2022

The audit committee is a separately-designated committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of ~~1934.~~1934 and is governed by a written charter.

The audit committee met ~~eight~~nine times during ~~2017.~~2022. The current audit committee members are ~~Dennis W. Johnson,~~David M. Sparby, chair, ~~Mark~~Dale S. Rosenthal, Edward A. ~~Hellerstein, A. Bart Holaday,~~Ryan, and ~~John K. Wilson.~~Chenxi Wang. The board of directors ~~has~~ determined that ~~Messrs. Johnson, Hellerstein, Holaday,~~Mr. Sparby and ~~Wilson~~Ms. Rosenthal are “audit committee financial experts” as defined by SEC rules, and all audit committee members are financially literate within the meaning of the listing standards of the NYSE. ~~They~~All members also meet the independence standard for audit committee members under our director independence guidelines, the NYSE listing standards, and SEC rules.

MDU Resources Group, Inc. Proxy Statement 32

Proxy Statement

The audit committee assists the board of directors in fulfilling its oversight responsibilities to the stockholders and serves as a communication link among the board, management, the independent registered public accounting firm, and the internal auditors. The audit ~~committee:~~committee reviews and discusses with management and the independent registered public accounting firm, before filing with the SEC, the annual audited financial statements and quarterly financial statements. The audit committee also:

•assists the board’s oversight of:

◦the integrity of our financial statements and system of internal controls;

◦the company’s compliance with legal and regulatory requirements and the code of conduct;

◦discussions with management regarding the company’s earnings releases and guidance;

◦the independent registered public accounting firm’s qualifications and independence;

◦the appointment, compensation, retention, and oversight of the work of the independent registered public accounting firm;

◦the performance of our internal audit function and independent registered public accounting firm; and

◦management of risk in the audit committee’s areas of responsibility, including cybersecurity, financial reporting, legal and regulatory compliance, and internal controls.

•arranges for the preparation of and approves the report that SEC rules require we include in our annual proxy statement. See the section entitled “Audit Committee Report” for further information.


◦	~~the integrity of our financial statements and system of internal controls;~~


◦	~~the company’s compliance with legal and regulatory requirements and the code of conduct;~~


◦	~~the independent registered public accounting firm’s qualifications and independence;~~


◦	~~the performance of our internal audit function and independent registered public accounting firm;~~


◦	~~management of risk in the audit committee’s areas of responsibility; and~~


•	~~arranges for the preparation of and approves the report that SEC rules require we include in our annual proxy statement. See the section entitled “Audit Committee Report” for further information.~~

~~MDU Resources Group, Inc.~~ ~~Proxy Statement~~ 17

~~Proxy Statement~~



Compensation Committee			Met Seven Times in ~~2017~~2022

During ~~2017,~~2022, the compensation committee met seven times. The compensation committee consists entirely of independent directors within the meaning of the company’s corporate governance guidelines and the NYSE listing standards and who meet the definitions of ~~outside or~~ non-employee directors for purposes of ~~Section 162(m) of the Internal Revenue Code and~~ Rule 16-b under the Exchange Act. ~~Members~~Current members of the compensation committee are ~~Thomas Everist, chair,~~ Karen B. Fagg, ~~William E. McCracken,~~chair, German Carmona Alvarez, Thomas Everist, and Patricia L. Moss.

The compensation committee is governed by a written charter and assists the board of directors in fulfilling its responsibilities relating to the company’s compensation ~~policy~~policies and programs. It has ~~the~~ direct responsibility for determining compensation for our Section 16 officers and for overseeing the company’s management of compensation risk in its areas of responsibility. In ~~addition,~~determining the long-term incentive component of CEO compensation, the compensation committee may consider, among others, the company’s performance and relative stockholder return, the value of similar incentive awards given to CEOs at comparable companies and the awards given to the company’s CEO in past years. The compensation committee also reviews and recommends any changes to director compensation policies to the board of directors. The authority and responsibility of the compensation committee is outlined in the compensation committee’s charter.

The compensation committee uses ~~the~~ analysis and recommendations from outside consultants, the chief executive officer, and the human resources department in making its compensation decisions. The chief executive officer, the ~~vice president-human~~chief human resources officer, and the general counsel regularly attend compensation committee meetings. The committee meets in executive session as needed. The processes and procedures for consideration and determination of compensation of the Section 16 officers as well as the role of our executive officers are discussed in the “Compensation Discussion and Analysis.”

The compensation committee has sole authority to retain compensation consultants, legal counsel, or other advisers to assist in ~~consideration of the compensation of the chief executive officer, the other Section 16 officers, and the board of directors, and the~~its duties. The committee is directly responsible for the appointment, compensation, and oversight of the work of such advisers. The compensation ~~committee’s practice has been to retain a~~committee retained an independent compensation consultant, every other year to conduct a competitive analysis on executive compensation. The competitive analysis is conducted internally by the human resources department in the other years. The compensation committee retained a compensation consultant, Willis Towers Watson,Meridian Compensation Partners, LLC (Meridian), to conduct a competitive analysis on executive compensation ~~in 2016.~~for 2022 and an analysis of CEO pay and performance. Prior to retaining an adviser, the compensation committee ~~will consider all~~considered relevant factors ~~relevant~~ to ensure the adviser’s independence from management. Annually the compensation committee conducts a potential conflicts of interest assessment raised by the work of any compensation consultant and how such conflicts, if any, should be addressed. The compensation committee requested and received information from ~~Willis Towers Watson~~Meridian to assist in its potential conflicts of interest assessment. Based on its review and analysis, the compensation committee determined in ~~2016~~2022 that ~~Willis Towers Watson~~Meridian was independent from management. Meridian does not provide any services other than consultation services to the compensation committee on executive and director compensation matters. Meridian reports directly to the compensation committee and not to management. Meridian participated in executive sessions with the compensation committee without members of management present.

The board of directors determines compensation for our non-employee directors based upon recommendations from the compensation committee. ~~The compensation committee’s practice has been to retain a compensation consultant every other year to conduct a competitive analysis on director compensation. The~~In 2022, the compensation committee ~~employed a compensation consultant for~~retained Meridian to conduct an analysis of ~~director~~the company’s compensation ~~in 2017.~~

~~Compensation Policies and Practices as They Relate to Risk Management~~

~~The human resources department has conducted an assessment of the risks arising from our compensation policies and practices~~ for all employees and concluded that none of these risks is reasonably likely to have a material adverse effect on the company. Based on the human resources department’s assessment and taking into account information received from the risk identification process, senior management and our management policy committee concluded that risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the company. After review and discussion with senior management, the compensation committee concurred with this assessment.

As part of its assessment of the risks arising from our compensation policies and practices, the human resources department identified the principal areas of risk faced by the company that may be affected by our compensation policies and practices, including any risks resulting from our operating businesses’ compensation policies and practices. In assessing the risks arising from our compensation policies and practices, the human resources department identified the following practices designed to prevent excessive risk taking:

~~Business management and governance practices:~~


◦	~~risk management is a specific performance competency included in the annual performance assessment of Section 16 officers;~~


◦	~~board oversight on capital expenditure and operating plans promotes careful consideration of financial assumptions;~~


◦	~~limitation on business acquisitions without board approval;~~

non-employee directors.

1833 MDU Resources Group, Inc. Proxy Statement

Proxy Statement


◦Environmental and Sustainability Committee			~~employee integrity training programs and anonymous reporting systems;~~Met Five Times in 2022


◦	~~quarterly risk assessment reports at audit committee meetings; and~~


◦	prohibitions on holding company stock in an account that is subject to a margin call, pledging company stock as collateral for a loan, and hedging of company stock by Section 16 officers and directors.

~~Executive compensation practices:~~


◦	~~active compensation committee review of executive compensation, including comparison of executive compensation to total stockholder return ratio to the ratio for the company’s peer group;~~


◦	~~the initial determination of a position’s salary grade to be at or near the 50th percentile of base salaries paid to similar positions at peer group companies and/or relevant industry companies;~~


◦	~~consideration of peer group and/or relevant industry practices to establish appropriate compensation target amounts;~~


◦	~~a balanced compensation mix of fixed salary and annual and long-term incentives tied to the company’s financial performance;~~


◦	~~use of interpolation for annual and long-term incentive awards to avoid payout cliffs;~~


◦	~~negative discretion to adjust any annual or long-term incentive award payment downward;~~


◦	~~use of caps on annual incentive awards (maximum of 240% of target) and long-term incentive stock grant awards (200% of target);~~


◦	~~clawback availability on incentive payments in the event of a financial restatement;~~


◦	~~use of performance shares, rather than stock options or stock appreciation rights, as the equity component of incentive compensation;~~


◦	use of performance shares for long-term incentive awards with a relative total stockholder return performance measure and mandatory reduction in award if total stockholder return over the performance period is negative;


◦	~~use of three-year performance periods for long-term incentive awards to discourage short-term risk-taking;~~


◦	~~substantive annual incentive goals measured primarily by return on invested capital, earnings, and earnings per share criteria, which encourage balanced performance and are important to stockholders;~~


◦	~~use of financial performance metrics that are readily monitored and reviewed;~~


◦	~~regular review of the appropriateness of the companies in the peer group;~~


◦	~~stock ownership requirements for the board and for executives receiving long-term incentive awards;~~


◦	~~mandatory holding periods for 50% of any net after-tax shares earned under long-term incentive awards; and~~


◦	~~use of independent consultants in establishing pay targets at least biennially.~~

~~Stockholder Communications~~The environmental and sustainability committee met five times during 2022. The committee is governed by a written charter and consists entirely of independent directors within the meaning of the company’s corporate governance guidelines and the listing standards of the NYSE. The current members of the committee are Patricia L. Moss, chair, Karen B. Fagg, David M. Sparby, and Chenxi Wang.

The environmental and sustainability committee oversees and provides recommendations to the board with respect to the company’s policies, strategies, public policy positions, programs, and performance related to environmental, workplace health, safety, human capital, and other social sustainability matters that fundamentally affect the company’s business interests and long-term viability. The environmental and sustainability committee:

•reviews significant risks and exposures regarding current and emerging environmental and social sustainability matters, including climate change risks, and discusses with management and oversees actions taken by the company in response to such risks and exposures;

•reviews the company’s environmental and social sustainability strategies, goals, commitments, policies, and performance;

•reviews human capital management related to the company’s operations, including employee recruitment and retention, training, wellness, gender pay equity, diversity, and inclusion;

•reviews any fatality, serious injury, or illness involving an employee, customer, contractor, or third-party occurring in connection with the ~~Board~~company’s operations;

~~Stockholders~~•reviews any material noncompliance by the company with environmental, health, and ~~other interested parties who wish~~safety laws and regulations;

•reviews the company’s efforts to ~~contact~~integrate social, environmental, and economic principles, including climate change, greenhouse gas emissions management, energy, water and waste management, product and service quality, reliability, customer care and satisfaction, public perception, and company reputation with and into the company’s strategy and operations;

•reviews the company’s communication strategy and significant public disclosures relating to environmental and social sustainability matters;

•considers and advises the compensation committee on the company’s performance with respect to incentive compensation metrics relating to environmental and social sustainability matters;

•reports to, advises, and makes recommendations to the board ~~of directors or any individual director, including our non-employee chair or non-employee directors as a group, should address a communication in care of~~on environmental and social sustainability matters affecting the ~~secretary at MDU Resources Group, Inc., P.O. Box 5650, Bismarck, ND 58506-5650. The secretary will forward all communications.~~company; and

•reviews stockholder proposals related to environmental and social sustainability matters.

Additional Governance Features

Board and Committee Evaluations

Our corporate governance guidelines provide that the board of directors, in coordination with the nominating and governance committee, will annually review and evaluate the performance and functioning of the board and its committees. The self-evaluations are intended to facilitate a candid assessment and discussion by the board and each committee of its effectiveness as a group in fulfilling its responsibilities, its performance as measured against the corporate governance guidelines, and areas for improvement. The board and committee members are provided with a questionnaire and the results were anonymously aggregated and provided to ~~facilitate discussion.~~the board and each committee. The results of the evaluations are reviewed and discussed in executive sessions of the committees and the board of directors. For more detail on our board evaluation process, see “Board Evaluations and Process for Selecting Directors” in the section entitled “Board of Directors.”

Executive Sessions of the Independent Directors

~~MDU Resources Group, Inc.~~ ~~Proxy Statement~~ 19

~~Proxy Statement~~

The non-employee directors meet in executive session at each regularly scheduled quarterly board of directors meeting. The chair of the board presides at the executive session of the non-employee directors.

Director Resignation Upon Change of Job Responsibility

Our corporate governance guidelines require a director to tender his or her resignation after a material change in job responsibility. In ~~2017, Mr. Everist~~2022, no directors submitted his resignation in connection with the sale by The Everist Company of its aggregate, concrete, and asphalt production interests. After considering his background, experience on the board, skills and character, and contribution to the company in light of the company’s business and structure, the board determined Mr. Everist’s resignation should not be accepted.resignations under this requirement.

MDU Resources Group, Inc. Proxy Statement 34

Proxy Statement

Majority Voting in Uncontested Director Elections

Our corporate governance guidelines require that in uncontested elections (those where the number of nominees does not exceed the number of directors to be elected), director nominees must receive the affirmative vote of a majority of the votes cast to be elected to our board of directors. Contested director elections (those where the number of director nominees exceeds the number of directors to be elected) are governed by a plurality of the vote of shares present in person or represented by proxy at the meeting.

The board has adopted a director resignation policy for incumbent directors in uncontested elections. Any proposed nominee for re-election as a director shall, before he or she is nominated to serve on the board, tender to the board his or her irrevocable resignation that will be effective, in an uncontested election of directors only, upon (i) such nominee’s receipt of a greater number of votes “against” election than votes “for” election at our annual meeting of stockholders; and (ii) acceptance of such resignation by the board of directors.

Director Overboarding Policy

Our bylaws and corporate governance guidelines state that a director may not serve on more than ~~three~~two other public company ~~boards, including the company’s board.~~boards. Currently, all of our directors are in compliance ofwith this policy.

Board Refreshment

~~The company regularly evaluates~~Recognizing the ~~need~~importance of board composition and refreshment for effective oversight, the nominating and governance committee annually considers the composition and needs of the board ~~refreshment.~~of directors, reviews potential candidates, and recommends to the board nominees for appointment or election. The nominating and governance committee and the board are ~~focused on~~committed to identifying individuals with diverse backgrounds whose skills and experiences will enable them to make meaningful contributions to shaping the company’s business ~~strategy.~~strategy and priorities. To further board refreshment efforts, the nominating and governance committee engaged an independent global search firm in 2021 to assist with identifying, evaluating and recruiting a diverse pool of potential director candidates. As part of its consideration of director succession, the nominating and governance committee from time to time reviews, including when considering potential candidates, the appropriate skills and characteristics required of board members. The board ~~believes it is important to consider~~considers diversity of skills, expertise, race, ethnicity, gender, age, education, geography, cultural background, and professional experiences in evaluating board candidates for expected contributions to an effective board. Independent directors may not serve on the board beyond the next annual meeting of stockholders after attaining the age of 76. WeGiven the breadth of our businesses, we believe the ~~current~~mandatory retirement age allows us to benefit from ~~long-serving~~experienced directors, ~~including their~~with industry expertise, company institutional knowledge and historical perspective, stability, and comfort with challenging company management, while maintaining our ability to refresh the board through the addition of new members. ~~In connection~~Mr. Sparby and Mr. Ryan joined the board in 2018; Ms. Wang joined the board in 2019; Ms. Rosenthal joined the board in 2021; and Mr. Carmona Alvarez joined in 2022. On January 24, 2023, the company entered into the Cooperation Agreement with ~~our mandatory retirement for directors, A. Bart Holaday will retire~~Corvex Management LP, pursuant to which Corvex Management LP partner, James H. Gemmel, was appointed as a non-voting board observer and, subject to FERC approval, to the board of directors. For further details on the Cooperation Agreement, see the section entitled “Corporate Governance.”

Our corporate governance guidelines include our policy on consideration of director candidates recommended to us. We will consider candidates that our stockholders recommend in the same manner we consider other nominees. Stockholders who wish to recommend a director candidate may submit recommendations, along with the information set forth in the guidelines, to the nominating and governance committee chair in care of the secretary at ~~the completion of his current term~~MDU Resources Group, Inc., P.O. Box 5650, Bismarck, ND 58506-5650.

Stockholders who wish to nominate persons for election to our board at ~~the 2018~~an annual meeting of stockholders must follow the applicable procedures set forth in Section 2.08 or 2.10 of our bylaws. Our bylaws are available on our website. See “Stockholder Proposals, Director Nominations, and ~~two additional directors will retire~~Other Items of Business for 2023 Annual Meeting” in ~~2019.~~the section entitled “Information about the Annual Meeting” for further details.

Prohibitions on Hedging/Pledging Company Stock

The director compensation policy prohibits directors from hedging their ownership of common stock, pledging company stock as collateral for a loan, or holding company stock in an account that is subject to a margin call.

The executive compensation policy prohibits executives from hedging their ownership of common stock, pledging company stock as collateral for a loan, or holding company stock in an account that is subject to a margin call.

Code of Conduct

We have a code of conduct and ethics, which we refer to as the Leading With Integrity Guide. It applies to all directors, officers, and employees. The Leading With Integrity Guide defines our values, our culture, and our commitments to stakeholders while setting expectations of employee conduct for legal and ethical compliance. We also have a Vendor Code of Conduct setting forth our expectations of vendors including ethical business practices, workplace safety, environmental stewardship, and compliance with applicable laws and regulations. Our Vendor Code of Conduct is available on our company website, which is not part of this Proxy Statement and is not incorporated by reference into this Proxy Statement.

35 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

We intend to satisfy our disclosure obligations regarding amendments to, or waivers of, any provision of the code of conduct that applies to our principal executive officer, principal financial officer, and principal accounting officer, and that relates to any element of the code of ethics definition in Regulation S-K, Item 406(b), and waivers of the code of conduct for our directors or executive officers, as required by NYSE listing standards, by posting such information on our website.

Proxy Access

Our bylaws allow stockholders to nominate directors for inclusion in our Proxy Statement subject to the following parameters:



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

~~20 MDU Resources Group, Inc.~~We believe these proxy access parameters reflect a well-designed and balanced approach to proxy access that mitigates the risk of abuse and protects the interests of all of our stockholders. Stockholders who wish to nominate directors for inclusion in our Proxy Statement

in accordance with proxy access must follow the procedures in Section 2.10 of our bylaws. See “Stockholder Proposals, Director Nominations, and Other Items of Business for 2023 Annual Meeting.”

Cybersecurity Oversight

~~Proxy Statement~~The audit committee reviewed reports and received presentations at each of its regular quarterly meetings in 2022 concerning cybersecurity-related issues including information security, technology risks, and risk mitigation programs. All members of the board of directors received copies of reports and were present during the presentations. In 2014, the board established a Cyber Risk Oversight Committee (CYROC) consisting of the company’s chief information officer and chief financial officer as well as financial, information technology, and other leaders from the company’s business segments. The CYROC provides management and the audit committee with analyses, appraisals, recommendations, and pertinent information concerning cyber defense of the company’s electronic information, information technology, and operation technology systems. The company has implemented a cybersecurity training and compliance program to facilitate initial and continuing education for employees who have contact or potential contact with the company’s data. External reviews are conducted to assess company information security programs and practices, including incident management, service continuity, and information security compliance programs. The company has not had an indication of a material cybersecurity breach and has not incurred any expenses, penalties, or settlements arising from a material cybersecurity breach. The company maintains a cyber liability insurance policy providing insurance coverage within the policy limits for liability losses and business interruption events arising from a material cybersecurity breach. The audit committee receives periodic briefings concerning cybersecurity, information security, technology risks, and risk mitigation programs.

Corporate Governance Materials

Stockholders can see our bylaws, corporate governance guidelines, board committee charters, and Leading With Integrity Guide on our website.

The information on our website is not part of this Proxy Statement and is not incorporated by reference as part of this Proxy Statement.



Corporate Governance Materials		Website
•	Bylaws	~~http://www.mdu.com/integrity/~~investor.mdu.com/governance/~~guidelines-and-bylaws~~governance-documents
•	Corporate Governance Guidelines	~~http://www.mdu.com/integrity/~~investor.mdu.com/governance/~~guidelines-and-bylaws~~governance-documents
•	Board Committee Charters for the Audit, Compensation, ~~and~~ Nominating and Governance, and Environmental and Sustainability Committees	~~http://www.mdu.com/integrity/~~investor.mdu.com/governance/~~board-charters-and-committees~~governance-documents
•	Leading With Integrity Guide	~~http://~~www.mdu.com/~~docs/default-source/governance/leadingwithintegrity.pdf~~about-us/integrity

Related Person Transaction Disclosure

The board of directors’ policy for the review of related person transactions is contained in our corporate governance guidelines. The policy ~~provides that~~requires the audit committee to review any proposed transaction, arrangement or relationship, or series thereof:

•in which ~~we are~~the company was or will be a participant;

MDU Resources Group, Inc. Proxy Statement 36

Proxy Statement

•the amount involved exceeds $120,000; and

•a related person ~~has~~had or will have a direct or indirect material interest.

Prior to the company entering into a related person transaction that would be required to be disclosed under the SEC rules, the audit committee will, after a reasonable prior review and consideration of the material facts and circumstances, make a determination or recommendation to the board and appropriate officers of the company with respect to the transactions as the audit committee deems appropriate. The ~~purpose of this review is~~committee will prohibit any such related person transaction if it determines it to ~~determine whether this transaction is in~~be inconsistent with the best interests of the ~~company.~~company and its stockholders.

Related persons are directors, director nominees, executive officers, holders of 5% or more of our voting stock, and their immediate family members. Related persons are required promptly to report to our general counsel all proposed or existing related person transactions in which they are involved.

If our general counsel determines that the transaction is required to be disclosed under the SEC rules, the general counsel furnishes the information to the chair of the audit committee. After its review, the committee makes a determination or a recommendation to the board and officers of the company with respect to the related person transaction. Upon receipt of the committee’s recommendation, the board of directors or officers, as the case may be, take such action as they deem appropriate in light of their responsibilities under applicable laws and regulations.

We had no related person transactions in ~~2017.~~2022.

Cooperation Agreement

On January 24, 2023, the company entered into the Cooperation Agreement with Keith A. Meister and Corvex Management LP (Mr. Meister and Corvex Management LP, together with their respective affiliates, the Corvex Group).

Pursuant to the Cooperation Agreement, the company agreed, among other things, to appoint Corvex Management LP partner James H. Gemmel to the board of directors, subject to the approval of the Federal Energy Regulatory Commission under the Federal Power Act (FERC Approval). The Cooperation Agreement also provides that, prior to the receipt of the FERC Approval, Mr. Gemmel would be appointed as a non-voting board observer of the board of directors, effective immediately following the execution of the Cooperation Agreement on January 24, 2023, which he was on January 24, 2023.

Under the terms of the Cooperation Agreement, if FERC Approval had been obtained on or before the date that is fifteen (15) business days prior to the date on which the company expected to mail its proxy statement relating to the 2023 annual meeting of stockholders, then (i) immediately following the date of the FERC Approval, the size of the board of directors would have been increased by one director and Mr. Gemmel would have been appointed to the board of directors for a term expiring at the 2023 annual meeting and (ii) the company would nominate Mr. Gemmel for re-election at the 2023 annual meeting for a term expiring at the 2024 annual meeting of stockholders. The FERC Approval was not obtained prior to the 2023 proxy mailing deadline. If the FERC Approval is obtained after the 2023 proxy deadline, then, immediately after the later of the date the FERC Approval is received and the completion of the 2023 annual meeting, the size of the board of directors will be increased by one director and Mr. Gemmel will be appointed to the board of directors for a term expiring at the 2024 annual meeting. Upon Mr. Gemmel’s appointment to the board of directors, Mr. Gemmel will cease to be a non-voting board observer.

Pursuant to the Cooperation Agreement, the Corvex Group has agreed to abide by certain customary standstill restrictions, voting commitments, and other provisions. In addition, the Cooperation Agreement provides for customary director replacement procedures in the event Mr. Gemmel ceases to serve as a director or non-voting board observer under certain circumstances as specified in the Cooperation Agreement. Furthermore, in connection with Mr. Gemmel’s appointment, Corvex Management LP and Mr. Meister also entered into a customary confidentiality agreement with respect to the company’s information.

The Cooperation Agreement also provides that Mr. Gemmel (or his replacement pursuant to the Cooperation Agreement) will resign from the board of directors effective upon the earliest of the following (Resignation Event): (i) the second business day following such time as the Corvex Group ceases to hold a “net long position” (as defined in the Cooperation Agreement) of at least 8,100,000 shares of the company’s common stock; (ii) the later of each of (a) the closing of the company’s previously announced distribution of the equity of Knife River Corporation to the company’s stockholders and/or the closing of the sale, distribution or other disposal (in one or a series of transactions) of any such shares not so distributed, in each case, such that the company and any subsidiary thereof, no longer holds, directly or indirectly, any equity interest or any other securities in Knife River Corporation, and (b) the closing of the sale, distribution or other complete disposition of 100% of MDU Construction Services Group, Inc. or its business (in one or a series of transactions), such that the company and any subsidiary thereof, no longer holds any interest in the business of MDU Construction Services Group, Inc.; (iii) the date of the 2024 annual meeting, unless the board of directors has determined to nominate Mr. Gemmel (or his replacement pursuant to the Cooperation Agreement) for election at the 2024 annual meeting; and (iv) the material breach by the Corvex Group or Mr. Gemmel (or his replacement pursuant to the Cooperation Agreement) of the confidentiality agreement or certain provisions of the Cooperation Agreement.

The Cooperation Agreement will terminate on the earlier of (i) the date that Mr. Gemmel (or his replacement pursuant to the Cooperation Agreement) no longer serves as a non-voting board observer or a director and (ii) the occurrence of a Resignation Event.

37 MDU Resources Group, Inc. Proxy Statement21

Proxy Statement



COMPENSATION OF NON-EMPLOYEE DIRECTORS

Director Compensation for ~~2017~~2022

MDU Resources’ non-employee directors are compensated for their service according to the MDU Resources Group Inc. Director Compensation Policy. Only one company employee, David L. Goodin, the company’s president and chief executive officer, serves as a director. Mr. Goodin receives no additional compensation for his service on the board. Director compensation is reviewed annually by the compensation ~~committee with~~committee. The committee’s independent compensation consultant provided an analysis ~~provided by an independent consultant in odd numbered years and analysis prepared by~~of the company’s ~~human resources department in even numbered years. Willis Towers Watson provided the~~ director compensation ~~analysis~~ for ~~2017.~~2022. The analysis included research on market trends in director compensation as well as a review of director compensation practices of companies in our compensation benchmarking peer ~~group companies. Based~~group. The independent compensation consultant, Meridian, prepared a report on director compensation which indicated the ~~analysis,~~company’s average annual cash and equity compensation for the company’s non-employee directors was below the 50th percentile of the company’s peer group. The compensation committee ~~recommended~~ and board concurred with the ~~board approved at the May 2017 meeting, an increase to~~independent compensation consultant’s recommendations and adjusted the annual ~~base cash retainer from $65,000 to $70,000~~compensation of non-executive directors effective June 1, ~~2017. In addition, the 2017~~2022 as follows:



		Prior to June 1, 2022	Effective June 1, 2022
Base Cash Retainer		$100,000	$110,000
Additional Cash Retainers:
Non-Executive Chair		112,500	125,000
Audit Committee Chair		20,000	20,000
Compensation Committee Chair		15,000	15,000
Nominating and Governance Committee Chair		15,000	15,000
Environmental and Sustainability Committee Chair		15,000	15,000
Annual Stock Grant1 - Directors (other than Non-Executive Chair)		140,000	150,000
Annual Stock Grant2 - Non-Executive Chair		165,000	175,000

1	The annual stock grant is a grant of shares of company common stock equal in value to $150,000.
2	The annual stock grant is a grant of shares of company common stock equal in value to $175,000.

The annual stock grant for non-executive directors is for the ~~non-executive chair~~director’s service provided during the calendar year. The payment occurs in November each year following the regularly scheduled board of directors meeting. Directors serving less than a full year receive a prorated stock payment based on the ~~board was increased from $110,000 to $145,000. No changes were made~~number of months served in the applicable calendar year.

There are no meeting fees paid to the ~~annual stock grants to other directors or to the additional cash retainers for the non-executive chair of the board or the chairs of the board committees.~~ directors.

MDU Resources Group, Inc. Proxy Statement 38

Proxy Statement

The following table outlines the compensation paid to our non-employee directors for ~~2017.~~2022.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)1	All Other Compensation ($)2	Total ($)
German Carmona Alvarez3	18,333	25,000	9	43,342
Thomas Everist	105,833	150,000	5,103	260,936
Karen B. Fagg	120,833	150,000	3,703	274,536
Dennis W. Johnson	225,625	175,000	5,103	405,728
Patricia L. Moss	120,833	150,000	2,603	273,436
Dale S. Rosenthal	105,833	150,000	103	255,936
Edward A. Ryan	120,833	150,000	1,603	272,436
David M. Sparby	125,833	150,000	5,853	281,686
Chenxi Wang	105,833	150,000	103	255,936

Name
Fees Earned or Paid in Cash
($)

Stock
Awards
($)¹

All Other
Compensation
($)²
Total
($)
Thomas Everist 77,917
110,000
83 188,000
Karen B. Fagg 77,917
110,000
83 188,000
Mark A. Hellerstein 67,917
110,000
83 178,000
A. Bart Holaday 67,917
110,000
83 178,000
Dennis W. Johnson 82,917
110,000
1,083 194,000
William E. McCracken 67,917
110,000
83 178,000
Patricia L. Moss 67,917
110,000
1,083 179,000
Harry J. Pearce 157,917
145,000
83 303,000
John K. Wilson 67,917
³
110,000
83 178,000

1Directors receive an annual payment of $150,000 in company common stock, except the non-executive chair who receives $175,000 in company common stock, under the MDU Resources Group, Inc. Non-Employee Director Long-Term Incentive Compensation Plan. Directors serving less than a full year receive a prorated stock payment based on the number of months served. All stock payments are measured in accordance with generally accepted accounting principles for stock-based compensation in Accounting Standards Codification Topic 718. The grant date fair value is based on the purchase price of our common stock on the grant date of November 21, 2022, which was $30.64 per share. 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 and charitable donations made 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 Mr. Carmona Alvarez was elected to the board on November 17, 2022. The fees earned and stock award reflected above are prorated for his service during 2022.

Each director received an annual retainer of $110,000 in company common stock except the non-executive chair who received $145,000 in company common stock pursuant to the MDU Resources Group, Inc. Non-Employee Director Stock Compensation Plan or the Non-Employee Director Long-Term Incentive Compensation Plan. The amount shown for each director, except Mr. Pearce, represents the aggregate grant date fair value of 4,091 shares of MDU Resources Group, Inc. common stock. The amount shown for Mr. Pearce who serves as our non-executive chair of the board represents the aggregate grant date fair value of 5,393 shares of MDU Resources Group, Inc. common stock. All shares are measured in accordance with Financial Accounting Standards Board (FASB) generally accepted accounting principles for stock-based compensation in FASB Accounting Standards Codification Topic 718. The grant date fair value is based on the purchase price of our common stock on the grant date of November 21, 2017, which was $26.88 per share. The amount paid in cash for fractional shares was $21.65 to each director and $19.98 to our non-executive chair of the board and is included in the amount reported in the stock awards column to this table. As of December 31, 2017, there are no outstanding stock awards or options associated with the Non-Employee Director Stock Compensation Plan or the Non-Employee Director Long-Term Incentive Compensation Plan.


²	~~Includes group life insurance premiums and charitable donations made on behalf of the director as applicable.~~


³	Mr. Wilson elected to receive shares of our common stock in lieu of his cash retainer pursuant to the Director Compensation Policy and the Non-Employee Director Long-Term Incentive Compensation Plan. The amount shown includes 2,451 shares of our common stock purchased on December 6, 2017, at $27.70 per share.

~~22 MDU Resources Group, Inc.~~ ~~Proxy Statement~~

~~Proxy Statement~~

~~The following table shows the cash and stock retainers payable to our non-employee directors.~~

Effective through
May 31, 2017

Effective
June 1, 2017

Base Cash Retainer $ 65,000
$ 70,000
Additional Cash Retainers:
  Non-Executive Chair 90,000
90,000
  Audit Committee Chair 15,000
15,000
  Compensation Committee Chair 10,000
10,000
  Nominating and Governance Committee Chair 10,000
10,000
Annual Stock Grant¹-Directors
110,000
110,000
Annual Stock Grant² - Non-Executive Chair
145,000

¹
The annual stock grant is a grant of shares equal in value to $110,000.
²
The annual stock grant is a grant of shares equal in value to $145,000.

~~There are no meeting fees paid to directors.~~

Other Compensation

In addition to liability insurance, we maintain group life insurance in the amount of $100,000 on each non-employee director for the benefit of ~~each director’s~~their beneficiaries during the time ~~each director serves~~they serve on the board. The annual cost per director is ~~$82.80.~~$103.20. Directors who contribute to the company’s Good Government Fund may designate up to ~~two~~four charities to receive ~~a matching donation~~donations from the ~~MDU Resources Foundation based~~company, depending on ~~their contributions~~the amount of the director’s contribution to the ~~fund.~~Good Government Fund. Directors are reimbursed for all reasonable travel expenses, including spousal expenses in connection with attendance at meetings of the board and its committees. Perquisites, if any, were below the disclosure threshold in ~~2017.~~2022.

Deferral of Compensation

Directors may defer all or any portion of the annual cash retainer and any other cash compensation paid for service as a director pursuant to the Deferred Compensation Plan for Directors. Deferred amounts are held as phantom stock with dividend accruals and are paid out in cash over a five-year period after the director leaves the board.

~~Post-Retirement~~

~~Our~~ For directors who participated in the post-retirement income plan for directors ~~was terminated~~before its termination in May 2001, ~~for current and future directors. The~~the net present value of each director’s benefit was calculated and converted into phantom ~~stock. Payment is deferred~~stock which will be paid pursuant to the Deferred Compensation Plan for ~~Directors and will be made in cash over a five-year period after the director’s retirement from the board.~~Directors.

Stock Ownership Policy

Our director stock ownership policy contained in our corporate governance guidelines requires each director to beneficially own our common stock equal in value to five times the director’s annual cash base retainer. Shares acquired through purchases on the open market and ~~participation in~~received through our ~~director stock plans~~Non-Employee Director Long-Term Incentive Compensation Plan are considered in ownership calculations as iswell as other beneficial ownership of our common stock by a ~~spouse.~~spouse or other immediate family member residing in the director’s household. A director is allowed five years commencing January 1 of the year following the year of ~~that~~the director’s initial election to the board to meet the requirements. The level of common stock ownership is monitored with an annual report made to the compensation committee of the board. All directors are in compliance with the stock ownership ~~policy.~~policy or are within the first five years of their election to the board. For further details on our director’s stock ownership, see the section entitled “Security Ownership.”

39 MDU Resources Group, Inc. Proxy Statement23

Proxy Statement



SECURITY OWNERSHIP

Security Ownership Table

The table below sets forth the number of shares of our common stock that each director, ~~and~~ each ~~nominee for director, each current~~ named executive officer, and all directors and executive officers as a group owned beneficially as of February 28, ~~2018.~~2023. Unless otherwise indicated, each person has sole investment and voting power (or share such power with his or her spouse) of the shares noted.


Name1		Shares of Common Stock Beneficially Owned			Percent of Class




German Carmona Alvarez			816		*
David C. Barney			107,887	2,3	*
Thomas Everist			667,152		*
Karen B. Fagg			92,827		*
David L. Goodin			385,045	2	*
Dennis W. Johnson			128,338	4	*
Nicole A. Kivisto			112,061	2,5	*
Patricia L. Moss			92,212		*
Dale S. Rosenthal			8,116		*
Edward A. Ryan			36,719		*
David M. Sparby			35,455		*
Jeffrey S. Thiede			126,972	2	*
Jason L. Vollmer			71,095	2	*
Chenxi Wang			17,505		*
All directors and executive officers as a group (19 in number)			2,060,498	2,6	1.0	%

*	Less than one percent of the class. Percent of class is calculated based on 203,623,893 outstanding shares as of February 28, 2023.
1	The table includes the ownership of all current directors, named executive officers, and other executive officers of the company without naming them.
2	Includes full shares allocated to the officer’s account in our 401(k) retirement plan.
3	The total includes 687 shares owned by Mr. Barney’s spouse.
4	Mr. Johnson disclaims all beneficial ownership of the 163 shares owned by his spouse.
5	The total includes 531 shares owned by Ms. Kivisto’s spouse.
6	Includes shares owned by a director’s or executive’s spouse regardless of whether the director or executive claims beneficial ownership.

Hedging Policy

Name¹
Common Shares
Beneficially
Owned

Percent
of Class

Post-Retirement and/or Deferred Director Fees
Held as Phantom Stock²

David C. Barney 24,604
^3,4
*
—
Thomas Everist 857,549
*
33,952
Karen B. Fagg 67,086
*
—
David L. Goodin 176,336
³
*
—
Mark A. Hellerstein 19,857
*
11,485
A. Bart Holaday 65,002
*
11,485
Dennis W. Johnson 86,248
⁵
*
—
Nicole A. Kivisto 41,196
^3,6
*
—
William E. McCracken 19,857
*
—
Patricia L. Moss 78,525
*
—
Harry J. Pearce 241,278
*
55,824
Jeffrey S. Thiede 21,719
³
*
—
Jason L. Vollmer 6,019
³
*
—
John K. Wilson 125,458
*
—
All directors and executive officers as a group (19 in number) 1,906,649
0.98 % 112,746

^*
Less than one percent of the class. Percent of class is calculated based on 195,304,376 outstanding shares as of February 28, 2018.
¹
The table includes the ownership of all current directors, director nominees, current named executive officers, and other executive officers of the company without naming them. The table does not include stock ownership information for Mr. Martin Fritz who resigned effective May 23, 2017; Mr. Dennis Haider who retired on June 12, 2017; and Mr. Doran Schwartz who resigned effective September 29, 2017.
²
Reported shares are not included in the “Common Shares Beneficially Owned” column. Phantom stock includes the value of post-retirement benefits for directors on the board prior to May 2001 when the post-retirement income plan for directors was terminated and the value of any cash compensation deferred pursuant to the Deferred Compensation Plan for Directors. Post-retirement and deferred amounts are held as phantom stock with dividend accruals and are paid out in cash over a five-year period after the director leaves the board.
³
Includes full shares allocated to the officer’s account in our 401(k) retirement plan.
⁴
The total includes 687 shares owned by Mr. Barney’s spouse.
⁵
Mr. Johnson disclaims all beneficial ownership of the 163 shares owned by his spouse.
⁶
The total includes 531 shares owned by Ms. Kivisto’s spouse.

WeThe company’s Director Compensation Policy and its Executive Compensation Policy prohibit our directors and ~~executive officers~~executives from hedging their ownership of company ~~common~~ stock. ~~They may~~The Director Compensation Policy applies to all directors who are not ~~enter into~~full-time employees of the company. The Executive Compensation Policy applies to the executives of the company designated as an officer for purposes of Section 16 of the Securities Exchange Act of 1934 as well as all other executives of the company and its subsidiaries who participate in its Long-Term Performance-Based Incentive Plan and its Executive Incentive Compensation Plan. Under the policies, directors and executives are prohibited from engaging in transactions that allow them to ~~benefit from devaluation of our stock or otherwise~~ own stock technically but without the full benefits and risks of such ~~ownership.~~ownership, including, but not limited to, zero-cost collars, equity swaps, straddles, prepaid variable forward contracts, security futures contracts, exchange funds, forward sale contracts, and other financial transactions that allow the director or executive to benefit from the devaluation of the company’s stock.

~~Directors, executive officers,~~

MDU Resources Group, Inc. Proxy Statement 40

Proxy Statement

The company policies also prohibit directors, executives, and related persons ~~are prohibited~~ from holding ~~our common~~company stock in a margin account, with certain exceptions, or pledging company securities as collateral for a loan. Company common stock may be held in a margin brokerage account only if the stock is explicitly excluded from any margin, pledge, or security provisions of the customer agreement. ~~Company common stock may be held in a cash account, which is a brokerage account that does not allow any extension of credit on securities.~~ “Related person” means an executive officer’s or director’s spouse, minor child, and any person (other than a tenant or domestic employee) sharing the household of a director or executive officer as well as any entities over which a director or executive officer exercises control.

~~24 MDU Resources Group, Inc.~~ ~~Proxy Statement~~

~~Proxy Statement~~

Greater Than 5% Beneficial Owners

Based solely on ~~information from company records or~~ filings with the SEC, the table below shows information regarding the beneficial ownership of more than ~~five percent~~5% of ~~any class~~the outstanding shares of our ~~voting securities.~~common stock.


Title of Class		Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percent of Class

Common Stock		The Vanguard Group	22,021,300	1	10.83	%
		100 Vanguard Blvd.
		Malvern, PA 19355

Common Stock		BlackRock, Inc.	18,827,655	2	9.30	%
		55 East 52nd Street
		New York, NY 10055

Common Stock		State Street Corporation	16,216,240	3	7.97	%
		State Street Financial Center
		One Lincoln Street
		Boston, MA 02111

1	Based solely on the Schedule 13G, Amendment No. 11, filed on February 9, 2023, The Vanguard Group reported sole dispositive power with respect to 21,738,805 shares, shared dispositive power with respect to 282,495 shares, and shared voting power with respect to 104,218 shares.
2	Based solely on the Schedule 13G, Amendment No. 14, filed on January 24, 2023, BlackRock, Inc. reported sole voting power with respect to 18,214,136 shares and sole dispositive power with respect to 18,827,655 shares as the parent holding company or control person of BlackRock Life Limited; BlackRock Advisors, LLC; Aperio Group, LLC; BlackRock (Netherlands) B.V.; BlackRock Fund Advisors; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited; BlackRock Advisors (UK) Limited; and BlackRock Fund Managers Ltd.
3	Based solely on the Schedule 13G, filed on February 10, 2023, State Street Corporation reported shared voting power with respect to 15,823,579 shares and shared dispositive power with respect to 16,216,240 shares as the parent holding company or control person of SSGA Funds Management, Inc.; State Street Global Advisors, Limited; State Street Global Advisors, LTD; State Street Global Advisors Europe Limited; State Street Global Advisors Asia, Limited; and State Street Global Advisors Trust Company.

Title of Class
Name and Address
of Beneficial Owner

Amount and Nature
of Beneficial Ownership

Percent
of Class

Common Stock The Vanguard Group 21,720,106
¹
11.12 %
100 Vanguard Blvd.
Malvern, PA 19355

Common Stock BlackRock, Inc. 16,450,816
²
8.40 %
55 East 52nd Street
New York, NY 10055

Common Stock Parnassus Investments 15,215,391
³
7.79 %
1 Market Street, Suite 1600
San Francisco, CA 94105

Common Stock State Street Corporation 11,669,385
⁴
5.97 %
State Street Financial Center
One Lincoln Street

¹
Based solely on the Schedule 13G, Amendment No. 6, filed on February 9, 2018, The Vanguard Group reported sole dispositive power with respect to 21,608,438 shares, shared dispositive power with respect to 111,668 shares, sole voting power with respect to 102,120 shares, and shared voting power with respect to 22,519 shares. These shares include 87,969 shares beneficially owned by Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., as a result of its serving as investment manager of collective trust accounts, and 36,670 shares beneficially owned by Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., as a result of its serving as investment manager of Australian investment offerings.
²
Based solely on the Schedule 13G, Amendment No. 8, filed on January 25, 2018, BlackRock, Inc. reported sole voting power with respect to 15,513,498 shares and sole dispositive power with respect to 16,450,816 shares as the parent holding company or control person of BlackRock Life Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, and BlackRock Fund Managers Ltd.
³
Based solely on the Schedule 13G, Amendment No. 3, filed on February 12, 2018, Parnassus Investments reported sole voting and dispositive power with respect to 15,215,391 shares.
⁴
Based solely on the Schedule 13G, filed on February 14, 2018, State Street Corporation reported shared voting and dispositive power with respect to 11,669,385 shares as the parent holding company or control person of State Street Bank and Trust Company, SSGA Funds Management, Inc., State Street Global Advisors Trust Company, State Street Global Advisors Asia LTD, State Street Global Advisors Singapore LTD., State Street Global Advisors Limited, and State Street Global Advisors GmbH.

Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~Reports

Section 16 of the Securities Exchange Act of 1934, as amended, requires officers, directors, and holders of more than 10% of our common stock to file reports of their trading in our equity securities with the SEC. Based solely on a review of Forms 3, 4, and 5, and any amendments to these forms furnished to us during and with respect to ~~2017,~~2022, or written ~~representations~~representation that no ~~Forms~~Form 5 ~~were~~was required, ~~we believe that~~ all such reports were timely ~~filed.~~

filed, except for a Form 4 for David L. Goodin, David C. Barney, Stephanie A. Barth, Trevor J. Hastings, Anne M. Jones, Nicole A. Kivisto, Karl A. Liepitz, Margaret (Peggy) A. Link, Jeffrey S. Thiede, and Jason L. Vollmer in February 2022 related to the award of restricted stock units that vest on December 31, 2024.

41 MDU Resources Group, Inc. Proxy Statement25

Proxy Statement

EXECUTIVE COMPENSATION

ITEM 2. ADVISORY VOTE TO APPROVE THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS

In accordance with Section 14A of the Securities Exchange Act of 1934 and Rule 14a-21(b), we are asking our stockholders to indicate, on an advisory basis, whether future advisory votes to approve the compensation paid to our named executive officers should be held every year, every two years, or every three years. This proposal is also known as a “say-on-frequency” proposal.

Our board of directors has determined that our stockholders should have the opportunity to vote on the compensation of our named executive officers every year. The board of directors believes that giving our stockholders the right to cast an advisory vote every year on the compensation of our named executive officers is a good corporate governance practice and is in the best interests of our stockholders. Annual advisory votes provide the highest level of accountability and direct communication with our stockholders.

The board has discussed and carefully considered the alternatives regarding the frequency of future advisory votes to approve executive compensation in an effort to determine the approach that would best serve the company and its stockholders. Our board has considered several factors supporting an annual vote, including:

•An annual say-on-pay vote is consistent with past practice, as we have been conducting an annual vote since 2011.

•An annual say-on-pay vote provides us with immediate and direct input from our stockholders on our compensation principles and practices as disclosed in the proxy statement every year.

•An annual say-on-pay vote provides frequent feedback from our stockholders, which is consistent with our efforts to seek input from our stockholders regarding corporate governance and our compensation philosophy.

•The lack of an annual say-on-pay vote might make it more difficult for us to understand the outcome of a stockholder vote as to whether the stockholder vote pertains to the compensation disclosed in the current year proxy statement or pay practices over the previous year or two years. As a result, a frequency other than annual might make it more difficult for the board to understand and respond appropriately to the message being communicated by our stockholders.

•Our stockholders voted to recommend an annual say-on-pay vote at our 2017 annual meeting of stockholders.

By voting on this Item 2, stockholders are not approving or disapproving the board of directors’ recommendation, but rather are indicating whether they prefer an advisory vote on named executive officer compensation be held every year, every two years, or every three years. Stockholders may also abstain from voting.

Although the board of directors intends to carefully consider the voting results of this proposal, it is an advisory vote and the results will not be binding on the board of directors or the company, and the board of directors may decide that it is in the best interests of our stockholders and the company to hold an advisory vote on executive compensation more or less frequently than the option selected by our stockholders. In accordance with Section 14A of the Exchange Act, the next “say-on-frequency” vote will be held no later than the annual meeting of the stockholders in 2029.

The board of directors recommends that an advisory vote on compensation paid to our named executive officers be held every year.

The frequency of every year, every two years, or every three years that receives the most votes of our common stock present in person or represented by proxy at the meeting and entitled to vote on the proposal will be the frequency for the advisory vote on executive compensation that has been recommended by our stockholders. Abstentions will not count as votes for or against any frequency. Broker non-votes are not counted as voting power present and, therefore, are not counted in the vote.

MDU Resources Group, Inc. Proxy Statement 42

Proxy Statement

ITEM 2.3. ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS

In accordance with Section 14A of the Securities Exchange Act of 1934 and Rule 14a-21(a), we are asking our stockholders to approve, in an advisory vote, the compensation of our named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K. As discussed in the Compensation Discussion and Analysis, ~~our~~the compensation committee and board of directors believe ~~that our~~the current executive compensation program directly links compensation of ~~our~~the named executive officers to our financial performance and aligns the interests of ~~our~~the named executive officers with those of our stockholders. ~~Our~~The compensation committee and board of directors also believe ~~that our~~the executive compensation program provides ~~our~~the named executive officers with a balanced compensation package that includes an appropriate base salary along with competitive annual and long-term incentive compensation targets. These incentive programs are designed to reward ~~our~~the named executive officers on both an annual and long-term basis if they attain specified goals.

Our overall compensation program and philosophy isfor 2022 was built on a foundation of these guiding principles:

•we pay for performance, with over ~~60%~~58% of our ~~2017~~2022 total target direct compensation for ~~our current~~the named executive officers in the form of performance-based incentive compensation;

•we review competitive compensation data for ~~our~~the named executive officers, to the extent available, and incorporate internal equity in the final determination of target compensation levels;

•we align executive compensation and performance by using annual performance incentives based on criteria that are important to stockholder value, including earnings, earnings per share, and ~~return on invested capital;~~earnings before interest, taxes, depreciation, and amortization (EBITDA); and

•we align executive compensation and performance by using long-term performance incentives based on total stockholder return relative to our peer ~~group.~~group and financial measures important to company growth.

We are asking our stockholders to indicate their approval of our named executive officer compensation as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, the executive compensation tables, and narrative discussion. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers for ~~2017.~~2022. Accordingly, the following resolution is submitted for stockholder vote at the ~~2018~~2023 annual ~~meeting:~~meeting of stockholders:

“RESOLVED, that the compensation paid to the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion of this Proxy Statement, is hereby approved.”

As this is an advisory vote, the results will not be binding on the company, the board of directors, or the compensation committee and will not require us to take any action. The final decision on the compensation of ~~our~~the named executive officers remains with ~~our~~the compensation committee and ~~our~~the board of directors, although ~~our~~the board and compensation committee will consider the outcome of this vote when making future compensation decisions. ~~We intend to hold this advisory vote every year until at least the next stockholder advisory vote on the frequency of this vote.~~

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.

Approval of the compensation of ~~our~~the named executive officers requires the affirmative vote of a majority of ~~our~~the common stock present in person or represented by proxy at the meeting and entitled to vote on the proposal. Abstentions will count as votes against this proposal. Broker non-vote shares are not entitled to vote on this proposal and, therefore, are not counted in the vote.

2643 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

INFORMATION CONCERNING EXECUTIVE OFFICERS

At the first meeting of the board after the annual meeting of stockholders, our board of directors elects our executive officers, who serve until their successors are chosen and qualify. A majority of our board of directors may remove any executive officer at any time. Information concerning ~~our~~the executive officers, including their ages as of December 31, ~~2017,~~2022, present corporate positions, and business experience during the past five years, is as follows:

Name

Age

Present Corporate Position and Business Experience

~~Name~~

~~Age~~

~~Present Corporate Position and Business Experience~~

David L. Goodin

5661

Mr. Goodin was elected president and chief executive officer of the company and a director effective January 4, 2013. For more information about Mr. Goodin, see the section entitled “Item 1. Election of Directors.”

~~David C. Barney~~

~~Mr. Barney was elected president and chief executive officer of Knife River Corporation effective April 30, 2013, and president effective January 1, 2012.~~

Stephanie A. Barth

4550

Ms. Barth was elected vice president, chief accounting officer and controller of the company effective September 30, 2017. Prior to that, she was controller of the company effective May 30, 2016, and served as vice president, treasurer and chief accounting officer of WBI ~~Holdings,~~Energy, Inc. effective January 1, 2015, and controller ~~of WBI Holdings, Inc.~~ effective September 30, ~~2013, and director financial planning & reporting of WBI Holdings, Inc. effective December 22, 2008.~~2013.

Brian R. Gray

Mr. Gray was elected president and chief executive officer of Knife River Corporation effective March 1, 2023. Prior to that, he was president of Knife River Corporation effective January 1, 2023, and region president of Knife River Corporation-Northwest effective January 11, 2012.

Trevor J. Hastings

4449

Mr. Hastings was elected president and chief executive officer of WBI ~~Holdings,~~Energy, Inc. effective October 16, 2017. Prior to that, he was vice president-business development and operations support of Knife River Corporation effective January 11, 2012.

Anne M. Jones

5459

Ms. Jones was elected vice ~~president-human~~president and chief human resources officer effective ~~January 1, 2016.~~November 11, 2021. Prior to that, she was vice president-human resources of the company, vice president-human resources, customer service, and safety at Montana-Dakota Utilities Co., Great Plains Natural Gas Co., Cascade Natural Gas Corporation, and Intermountain Gas Company effective July 1, 2013, and director of human resources for Montana-Dakota Utilities Co. and Great Plains Natural Gas Co. effective June 2008.

Nicole A. Kivisto

4449

Ms. Kivisto was elected president and chief executive officer of Montana-Dakota Utilities ~~Co., Great Plains Natural Gas~~ Co., Cascade Natural Gas Corporation, and Intermountain Gas Company effective January 9, 2015. Prior to that, she was vice president of operations for Montana-Dakota Utilities Co. and Great Plains Natural Gas Co. effective January 3, 2014, and vice president, controller and chief accounting officer for the company effective February 17, 2010.

~~Daniel S. Kuntz~~Karl A. Liepitz

6444

Mr. ~~Kuntz~~Liepitz was elected vice president, general counsel and secretary effective ~~January 1, 2017.~~February 6, 2021. Prior to that, he was assistant general counsel and assistant secretary effective January 1, 2017, and senior attorney and assistant secretary effective January 9, ~~2016, associate general counsel effective April 1, 2007, and assistant secretary effective~~2016. He held legal positions of increasing responsibility with the company since August ~~17, 2007.~~2003.

Margaret (Peggy) A. Link

5156

Ms. Link was elected vice president and chief information officer effective December 1, 2017. Prior to that, she was chief information officer effective January 1, 2016, assistant vice president-technology and cybersecurity officer effective January 1, 2015, and director shared IT services effective June 2, 2009.

Jeffrey S. Thiede

5560

Mr. Thiede was elected president and chief executive officer of MDU Construction Services Group, Inc. effective April 30, 2013, and president effective January 1, 2012.

Jason L. Vollmer

4045

Mr. Vollmer was ~~elected~~named vice president and chief financial officer effective November 23, 2020. Prior to that, he was vice president, chief financial officer and treasurer effective September 30, ~~2017. Prior to that, he was~~2017, vice president, chief accounting officer and treasurer effective March 19, 2016, treasurer and director of cash and risk management effective November 29, 2014, and manager of treasury services and risk management effective June 30, ~~2014, and manager of treasury services, cash and risk management effective April 11, 2011.~~2014.

On August 4, 2022, the company announced its intention to separate its indirect, wholly owned subsidiary, Knife River Corporation, from the company. The separation is expected to be effected as a tax‐free spinoff to the company’s stockholders. If the spin-off transaction is completed, the company has announced that it expects Mr. Hastings and Mr. Liepitz to become officers of Knife River Corporation, in which case they will resign from the company at the time of the spinoff.

MDU Resources Group, Inc. Proxy Statement 2744

Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

The Compensation Discussion and Analysis describes how our named executive officers were compensated for ~~2017~~2022 and how their ~~2017~~2022 compensation aligns with our ~~pay for performance~~pay-for-performance philosophy. It also describes the oversight of the compensation committee and the rationale and processes used to determine the ~~2017~~2022 compensation of our named executive officers including the objectives and specific elements of our compensation program.

The Compensation Discussion and Analysis ~~may contain~~contains statements regarding corporate performance targets and goals. The targets and goals are disclosed in the limited context of our compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Our Named Executive Officers for ~~2017~~2022 were:



David L. Goodin		President and Chief Executive Officer (CEO)
Jason L. Vollmer		Vice President and Chief Financial Officer (CFO) ~~and Treasurer~~
David C. Barney1		Former President and Chief Executive Officer - Construction Materials and Contracting Segment
Jeffrey S. Thiede		President and Chief Executive Officer - Construction Services Segment
Nicole A. Kivisto		President and Chief Executive Officer - Electric and Natural Gas Distribution Segments
~~Doran N. Schwartz~~	~~Former Vice President and Chief Financial Officer~~

1 On February 16, 2023, the company announced that Mr. ~~Schwartz resigned~~Barney would cease serving in his position as chief executive officer of Knife River Corporation, the company’s construction materials and contracting segment, effective ~~September 29, 2017.~~March 1, 2023.

Executive Summary

Compensation Committee Responsibilities and Objectives

The compensation committee is responsible for designing and approving our executive compensation program and setting compensation opportunities for our named executive officers. The objectives of our executive compensation program for executive officers are to:

•recruit, motivate, reward, and retain high performing executive talent required to create superior stockholder value;

•reward executives for short-term performance as well as for growth in enterprise value over the long-term;

•ensure effective utilization and development of talent by working in concert with other management processes - for example, performance appraisal, succession planning, and management development;

•help ensure that compensation programs do not encourage or reward excessive or imprudent risk taking; and

•provide a competitive package relative to industry-specific and general industry comparisons and internal equity, as appropriate.

The above executive compensation objectives outlined in our executive compensation policy are directly linked to our business strategy to ensure officers are focused on elements that drive our business success and create stockholder value.

45 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

Pay for Performance

To ensure management’s interests are aligned with those of our stockholders and the performance of the company, ~~over 75%~~the majority of the CEO’s ~~target compensation~~ and ~~over 60% of~~ the other ~~current~~ named executive officers’ ~~target~~ compensation is dependent on the achievement of company performance targets. The charts below show the ~~target~~2022 pay mix for the CEO and average ~~target~~2022 pay mix of the other ~~current~~ named executive officers, including base salary and the annual and long-term ~~at-risk performance incentives.~~incentives at target.

~~28 MDU Resources Group, Inc.~~ ~~Proxy Statement~~

~~Proxy Statement~~

Annual Base Salary

We provide our executive officers with base salary at a sufficient level to attract ~~recruit,~~ and retain executives with the knowledge, skills, and abilities necessary to successfully execute their job responsibilities. Consistent with our compensation philosophy of linking pay to performance, our executives receive a ~~relative~~relatively smaller percentage of their overall target compensation in the form of base salary. In establishing base salaries, the compensation committee considers each executive’s individual performance, the scope and complexities of their responsibilities, internal equity, and whether the ~~executive’s~~ base salary is competitive as measured against the base salaries of similarly situated executives in our compensation peer group and market compensation data.

Annual Cash Incentive Awards

~~Annual~~We linked our 2022 annual cash incentive awards for our executive officers ~~are linked~~ to performance by rewarding achievement of ~~operational and~~ financial ~~goals~~performance measures and ensuring our executive officers are focused and accountable for our growth and profitability. ~~The design of the annual cash incentive award opportunities for 2017 was the same as the design used in 2016.~~ Each executive iswas assigned a target annual incentive award based on a percentage of the executive’s base salary. The actual annual cash incentive realized iswas determined by multiplying the target award by the payout percentage associated with the achievement of the executive’s performance measures.

The ~~compensation committee selected~~annual cash incentive award for corporate executives (including our CEO and CFO) was based solely on the company’s overall earnings per share (EPS) as adjusted and as described under the “Annual Cash Incentives” section in this Compensation Discussion and Analysis. This incentivizes the corporate executives to assist the business segments in their success and further links executive pay with the performance of the company.

Eighty percent of the annual cash incentive award for our business segment executives was based on specific business segment financial performance measures ~~for each business segment executive which represented 80% of their annual award opportunity.~~selected by the compensation committee. The other 20% of the business segment executives’ annual incentive award ~~opportunity~~ was based on the achievement of overall company ~~earnings per share (EPS).~~EPS as adjusted and as described under the “Annual Cash Incentives” section in this Compensation Discussion and Analysis. These measures incentivize our business segment executives to focus on the success and performance of their individual business ~~segment~~segments while keeping the overall financial success of the company in mind.

~~The~~In February 2022, the compensation committee approved the DEI modifier as part of the 2022 annual cash incentive award program for ~~corporate~~executive officers. The DEI modifier is based upon the company’s achievement of certain initiatives to attract, retain, and develop a diverse and inclusive workforce. It includes a focus on representation of diverse employees in executive succession plans, outreach efforts to attract diverse candidates for open positions, implementing enhanced diversity, equity, and inclusion training as well as mentoring for new employees. The DEI modifier also includes the development of enhanced internal employee data dashboards to further support the company’s efforts to attract, retain, and develop a diverse and inclusive workforce.

MDU Resources Group, Inc. Proxy Statement 46

Proxy Statement

The 2022 DEI modifier provides executives ~~(including our CEO and CFO) is~~with the opportunity to attain up to an additional 5% of their annual incentive target based on the achievement of the DEI initiatives as determined by the compensation committee. The compensation committee may also deduct up to 5% of the executives’ annual incentives target if the compensation committee determines insufficient progress is made toward achieving the DEI initiatives.

As shown in the following chart, the percentage payout of the annual incentive target realized by our CEO compared to earnings per share from continuing operations for the last five years demonstrates the alignment between our financial performance and realized annual cash incentive compensation.

The percent of target paid for years 2018 through 2020 was based on adding each business segment’s ~~performance measures and~~results weighted by ~~each business segment’s~~its average invested capital ~~relative~~compared to ~~overall company~~the company’s total average invested capital. The ~~executive’s~~percent of target ~~award is multiplied by~~paid for 2021 and 2022 was solely based on the ~~sum~~company’s EPS. In addition to the 51.7% payout received for achievement of the ~~weighted~~2022 EPS performance measure, our CEO received an additional 5% of his annual incentive target based on the achievement ~~percentages for~~of goals associated with the business segments to derive the executive’s realized annual award. This incentivizes the corporate executives to assist the business segments in their success while still emphasizing overall company performance. DEI modifier.

See the “Annual Cash Incentives” section within this Compensation Discussion and Analysis for further details on our company’s annual cash incentive program.

The following chart shows the annual incentive payout of target realized by our CEO with a comparison to earnings per share from continuing operations for the last five years and demonstrates the alignment between our financial performance and realized annual cash incentive compensation.



*MDU Resources Group, Inc. reported 2017 earnings from continuing operations of $1.45 per share which included a benefit of 20 cents per share attributable to the federal Tax Cuts and Jobs Act, which was signed into law December 22, 2017. The earnings per share absent the federal Tax Cuts and Jobs Act benefit is $1.25.

47 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

~~MDU Resources Group, Inc.~~ ~~Proxy Statement~~ 29

~~Proxy Statement~~

Long-Term Equity-Based Incentive Awards

~~Our~~In February 2022, the compensation committee ~~grants long-term incentives to our executives in~~and the ~~form~~board approved grants of performance shares and restricted stock units which are eligible to vest into company stock, plus dividend equivalents, ~~after a three-year period only if certain~~at the end of 2024. The performance shares, which comprise 75% of the award, will vest based on the achievement of two equally weighted performance measures, ~~are achieved. The performance measure used for our long-term incentives is based on our~~namely the company’s total stockholder return (TSR) ~~in comparison~~relative to ~~that~~a group of ~~our peers measured~~peer companies established for long-term incentive purposes and earnings growth as defined below over athe three-year performance period. The ~~following chart depicts~~restricted stock units, which comprise 25% of the ~~actual vesting percentage for~~award, enhance alignment with stockholders and serve as a retention tool. The restricted stock units will vest at the ~~last five~~end of 2024, as long as the executive remains continuously employed with the company.

The long-term incentive granted in 2020 by the compensation committee and approved by the board in the form of performance ~~cycles~~shares vested at the end of 2022. Performance measures associated with the 2020-2022 performance period included earnings from continuing operations growth, earnings before interest, taxes, depreciation, and ~~demonstrates the alignment between total return~~amortization (EBITDA) from continuing operations growth, and TSR relative to our ~~stockholders~~peer group. Earnings growth and ~~our realized~~EBITDA growth were adjusted as described in the “Vesting of 2020-2022 Performance Share Awards” section within this Compensation Discussion and Analysis. These performance measures were selected to align pay and long-term ~~incentive compensation.~~performance goals.

Long-Term Performance Measures

for the 2020-2022 Performance Period

TSR Ranking

Earnings Growth

EBITDA Growth

50th

4.3%

7.1%

Percentile

Compound Annual
Growth Rate

Compound Annual

Growth Rate

Target Ranking = 12th out of 22

Target Growth = 6.5%

Weighting = 50%

Weighting = 25%

Weighted Vesting = 50.0%

Weighted Vesting = 12.4%

Weighted Vesting = 29.3%

Total Vesting of 91.7%

See the “Long-Term Incentives” section within this Compensation Discussion and Analysis for further details on the company’s long-term incentive program.

With the majority of our executive ~~officer’s~~officers’ compensation dependent on the achievement of robust performance measures set in advance by the compensation committee, we believe there is substantial alignment between executive pay and the company’s performance.

Stockholder Advisory Vote (“Say on Pay”)

At our ~~2017 Annual Meeting~~2022 annual meeting of ~~Stockholders, 95.8%~~stockholders, 95.7% of the votes cast on the “Say on Pay” proposal approved the compensation of our named executive officers. The compensation committee viewed the ~~2017~~2022 vote as an expression of the ~~stockholders~~stockholders’ general satisfaction with the company’s executive compensation programs. The compensation committee reviewed ~~and considered~~ the ~~2017~~2022 vote on “Say on Pay” ~~in setting compensation for 2018 by continuing to link performance-based annual~~ and ~~long-term incentives to company financial~~supports including performance ~~and shareholder value.~~

based incentives.

30 MDU Resources Group, Inc. Proxy Statement48

Proxy Statement

Compensation Practices

Our practices and policies ensure alignment between the interests of our stockholders and our executives as well as effective compensation governance.



What We Do

þ		Pay for Performance - Annual incentive and the performance share award portion of the long-term ~~award incentives~~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 New York Stock Exchange listing standards and the Securities and Exchange Commission 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 ~~the executive’s~~executive performance, experience, relative value compared to other positions within the company, relationship to competitive market value compensation, ~~the~~corporate and business ~~segment’s~~segment economic environment, and the actual performance of the overall company orand the ~~executive’s~~ business ~~segment.~~segments.
þ		Annual Cash Incentive - Payment of annual cash incentive awards is based on overall company performance measured in terms of earnings per share in addition to business segment performance measured in terms of pre-established annual financial measures for business segment executives.
þ		Long-Term Equity Incentive - 2022 long-term incentive awards may be earned at the end of a three-year period. Payment of performance share awards, which represent 75% of the executive's long-term incentive, are based on ~~business segment and overall company~~the achievement ~~against~~of pre-established ~~financial~~performance measures. Payment of time-vesting restricted stock unit shares, which represent 25% of the executive's long-term incentive, are based on retention of the executive at the end of the three-year period. All long-term incentives are paid through shares of common stock which encourages stock ownership by our executives.
þ		~~Long-Term Equity Incentive~~Balanced Mix of Pay Components - The ~~long-term equity incentive represents 53% of our CEO’s and approximately 33% of our other current named executive officer’s~~ target compensation ~~in the form~~mix represents a balance of ~~performance shares which may be earned based on relative TSR performance measured over a three-year period.~~annual cash and long-term equity-based compensation.
þ		Mix of Financial Goals - Use of a mixture of financial goals to measure performance prevents overemphasis on a single metric.
þ		Diversity, Equity and Inclusion Modifier - The 2022 annual cash incentive included a diversity, equity and inclusion (DEI) modifier aimed at furthering the company’s diversity, equity and inclusion initiatives. The DEI modifier increases or decreases the annual incentive up to 5% based on the compensation committee’s consideration of the company’s progress on DEI initiatives.
þ		Annual Compensation Risk Analysis - ~~We regularly analyze the risks~~Risks related to our compensation programs ~~and conduct~~are regularly analyzed through an annual ~~broad~~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 three times their base salary. The executive officers also must ~~also~~ retain at least 50% of the net ~~after tax~~after-tax shares of stock vested through the long-term incentive plan for the earlier of two years or until termination of employment. Net performance shares must also be held until share ownership requirements are met.
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 compensation committee may, or shall if required, demand repayment of some or all incentives paid to our executive officers within the last three years.
þ		~~Performance Share Awards Purchased at Market~~ - ~~Performance share awards are purchased on the market to avoid shareholder dilution by issuing authorized but unissued shares.~~

What We ~~Don’t~~Do Not Do

ý		Stock Options - The company does not use stock options as a form of incentive compensation.
ý		Employment Agreements - ~~Current executives~~ Executives do not, in the normal course, have employment agreements entitling them to specific payments upon termination or a change of control of the company.
ý		Perquisites - Executives do not receive perquisites ~~which~~that materially differ from those available to employees in general.
ý		~~Tax Gross-Ups~~Hedge Stock - ~~Executive officers do not receive tax gross-ups on any compensation.~~
ý	~~Hedge Stock~~ - Executives ~~and directors~~ are not allowed to hedge company securities.
ý		Pledge Stock-Executives ~~and directors~~ 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.

49 MDU Resources Group, Inc. Proxy Statement31

Proxy Statement

~~2017~~2022 Compensation Framework

~~Objectives of our Compensation Program~~

~~We have a written executive compensation policy for our executive officers, including all our named executive officers. Our policy’s stated objectives are to:~~

~~recruit, motivate, reward, and retain high performing executive talent required to create superior long-term total stockholder return in comparison to our peer group;~~

~~reward executives for short-term performance, as well as for growth in enterprise value over the long-term;~~

~~provide a competitive compensation package relative to industry-specific and general industry comparisons and internal equity;~~

~~ensure effective utilization and development of talent by working in concert with other management processes - for example, performance appraisal, succession planning, and management development; and~~

~~ensure that compensation programs do not encourage or reward excessive or imprudent risk taking.~~

Compensation Decision Process for ~~2017~~2022

~~For 2017,~~The compensation committee’s process for making executive compensation decisions for 2022 is depicted in the graphic below.

Compensation Policies and Practices as They Relate to Risk Management

The company completed an annual risk assessment of our 2022 compensation programs and concluded that our compensation policies and practices do not create risks which could have a material adverse effect on the company. After review and discussion of the assessment with the general counsel, chief human resources officer, and the chief executive officer, the company identified the following practices designed to prevent excessive risk taking:

•Business management and governance practices:

◦the use of human capital management systems and processes to attract, recruit, train, develop and retain employees to achieve short and long-term objectives;

◦risk management is a specific performance competency included in the annual performance assessment of executives;

◦board oversight on capital expenditure and operating plans promotes careful consideration of financial assumptions;

◦board approval on business acquisitions above a specific dollar amount or on any transaction involving the exchange of company common stock;

◦employee integrity training programs and anonymous reporting systems;

◦quarterly risk assessment reports at audit committee meetings; and

◦prohibitions on holding company stock in an account that is subject to a margin call, pledging company stock as collateral for a loan, and hedging of company stock by executive officers and directors.

•Executive compensation practices:

◦active compensation committee ~~made recommendations to the board of directors regarding compensation~~review of all executive ~~officers,~~compensation programs as well as comparison of company performance to its peer group;

◦use of independent consultants to assist in establishing pay targets and compensation structure.

◦initial determination of a position’s salary grade to be at or near the ~~board~~50th percentile of ~~directors then approved the recommendations. The CEO’s role in the process includes the assessment of executive officer performance and recommending~~ base salaries ~~for~~paid to similar positions at peer group companies and/or relevant industry companies;

MDU Resources Group, Inc. Proxy Statement 50

Proxy Statement

◦consideration of peer group and/or relevant industry practices to establish appropriate target compensation;

◦a balanced compensation mix of base salary as well as annual and long-term incentives tied primarily to the ~~executive officers other than himself. The CEO attended all the compensation committee meetings but was not present during discussions~~company’s financial and stock performance;

◦use of ~~his compensation. The compensation committee established and approved base salaries and performance measures~~interpolation for ~~the~~ annual and long-term incentive awards to avoid payout cliffs;

◦compensation committee negative discretion to adjust any annual incentive award payment downward;

◦use of caps on annual incentive awards with a combined maximum of 200% of target for ~~2017. They also certified~~MDU Resources executives and the regulated energy delivery businesses and a combined maximum of 240% of target for construction materials and services businesses;

◦use of caps on long-term incentive stock grant awards with a maximum of 200% of target;

◦ability to clawback incentive payments in the event of a financial restatement;

◦use of performance shares and restricted stock units, rather than stock options or stock appreciation rights, as an equity component of incentive compensation;

◦use of performance shares for 75% of the long-term incentive award opportunity with relative total stockholder return and earnings growth performance measures;

◦use of restricted stock units for 25% of the long-term incentive award opportunity to serve as a retention tool;

◦use of three-year performance periods for performance shares and restricted stock units to discourage short-term risk-taking;

◦substantive annual incentive goals measured primarily by earnings per share for all Section 16 officers in addition to segment earnings or segment EBITDA for business segment presidents, which are measures important to stockholders and encourage balanced performance;

◦inclusion of a DEI modifier tied to the achievement of specific diversity, equity and inclusion initiatives;

◦use of financial performance ~~measures associated with annual~~metrics that are readily monitored and reviewed;

◦regular review of companies in the compensation and long-term incentive ~~compensation.~~peer groups to ensure appropriateness and industry match;

~~At least every two years,~~◦stock ownership requirements for board members and for executives participating in the ~~compensation committee hires an independent consulting firm~~MDU Resources Long-Term Performance-Based Incentive Plan; and

◦mandatory holding periods of net after-tax company stock awards to ~~assess~~executives until stock ownership requirements are achieved and ~~recommend competitive pay levels, including base salaries~~mandatory holding periods for 50% of any net after-tax shares of stock earned under the long-term incentive awards until the earlier of (1) the end of the two-year period commencing on the date any stock earned under such award is issued, and ~~incentive compensation associated with executive officer positions. Typically~~(2) the ~~consulting firm conducts its analysis in even numbered years. In odd numbered years, the assessment is performed by the company’s human resources department using a variety~~executive’s termination of ~~industry specific sources. In August 2016, Willis Towers Watson prepared the analysis of and provided recommendations for the 2017 compensation structure.~~employment.

Components of Compensation

Our executive compensation program is designed to promote sustained long-term profitability and create stockholder value. The components of our executive ~~officer’s~~officers’ compensation are selected to drive financial and operational results as well as align the 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 2022 executive compensation ~~include:~~included:

51 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

Component

~~Payments~~

Purpose

How Determined

How it Links to Performance

Base Salary

~~Assured~~

Provides sufficient, regularly paid income to ~~recruit~~attract and retain executives with the knowledge, skills, and abilities necessary to successfully execute their job responsibilities.

~~Based on recommendation from~~Base salaries are recommended by the CEO for executives other than ~~himself and~~the CEO position 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 ~~industry~~salary survey data. The compensation ~~information.~~

committee 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

~~Performance Based~~

~~At Risk~~

Provides an opportunity to earn annual incentive compensation ~~to ensure focus~~based on ~~annual~~the achievement of financial and operating results ~~and~~important to ~~be competitive from a total renumeration standpoint.~~the success of the company.

~~Annual~~The annual cash ~~incentives are calculated as~~incentive target is a percentage of base salary ~~with payout~~for the given executive position established by the compensation committee. Actual payment of the incentive is determined based on the achievement of ~~multiple~~ performance measures ~~established~~and goals approved by the compensation committee.

Annual incentive performance measures are tied to the achievement of financial and DEI goals aimed to drive the success of the ~~company.~~company and the individual business segments.

Performance Shares

~~Performance Based~~

~~At Risk~~

Provides an opportunity to earn long-term equity compensation ~~to ensure focus on stockholder return and to be competitive from a total renumeration standpoint.~~

~~Performance share award opportunities are calculated as a percentage of base salary with vesting~~ based on the achievement of performance measures aimed at long-term value creation and the company’s ~~total stockholder return over~~strategic objectives.

Performance share awards represent 75% of an executive’s long-term incentive award. The CEO recommends the target award amount for executives other than the CEO position to the compensation committee based on analysis provided by the independent compensation consultant. The compensation committee determines the target award for the CEO after consideration of input by the independent compensation consultant. Vesting of the award occurs at the end of a three-year period ~~in comparison to~~based on the ~~company’s peer group.~~

achievement of performance measures established by the compensation committee.

Fosters ownership in company stock and aligns the executive’s interests with those of ~~the stockholder~~stockholders in increasing long-term stockholder value.

Time-Vesting Restricted Stock Units

Provides an opportunity to earn long-term equity compensation through continued service through the vesting period.

Time-vesting restricted stock units represent 25% of an executive’s long-term incentive award. The CEO recommends the target award amount for executives other than the CEO position to the compensation committee based on analysis provided by the independent compensation consultant. The compensation committee determines the target award for the CEO after consideration of input by the independent compensation consultant. Vesting of the award occurs at the end of a three-year period as long as the executive remains employed with the company through the vesting period.

Fosters continued leadership in the company to achieve company objectives through retention of key executives as well as aligning the executive’s interests with those of stockholders in increasing long-term stockholder value.

32 MDU Resources Group, Inc. Proxy Statement52

Proxy Statement

Allocation of Total Target Compensation for ~~2017~~2022

Total target compensation consists of base salary plus target annual and long-term incentive compensation. ~~Performance-based compensation accounts for over 75% of our CEO’s and on average approximately 60% of our other current named executive officers’ total target compensation.~~ Incentive compensation, which consists of annual cash incentive and ~~three-year performance share award opportunities,~~long-term incentive awards vesting after three years, comprises the largest portion of our named executive officers’ total target compensation because:

~~our named executive officers are in positions to drive, and therefore bear high levels of responsibility for our corporate performance;~~

~~incentive compensation is dependent upon our performance;~~

~~incentive compensation helps ensure focus on performance measures that are aligned with our overall strategy; and~~

•equity awards align the interests of the named executive officers ~~are aligned~~ with those of stockholders by making a significant portion of their target compensation contingent upon results beneficial to ~~stockholders.~~stockholders;

~~To foster~~•our named executive officers are in positions of authority to drive results, and ~~reward long-term growth,~~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

•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 target long-term incentive than to the target annual incentive for our higher level executives because they are in a better position to influence ~~our~~the company’s long-term performance. The long-term incentive awards ~~if earned by achieving performance measures,~~ are paid in company common stock. These awards, combined with our stock retention requirements and our stock ownership policy, promote ownership of our stock by the executive officers. ~~The~~As a result, the compensation committee believes ~~as stockholders,~~ the executive officers, as stockholders, will be motivated to deliver ~~results that build~~long-term value to all stockholders.

Peer Groups

The compensation committee reviews the peer companies used for ~~all stockholders over~~compensation analysis of executive positions and the ~~long term.~~company’s relative total stockholder return performance periodically to assess their ongoing relevance and credibility.

Compensation Benchmarking Peer Group

The compensation ~~committee evaluates~~committee’s independent compensation consultant aids in the ~~company’s~~selection of appropriate peer companies for our compensation ~~plan and its performance relative to a~~benchmarking peer group ofby evaluating potential peer companies in ~~determining~~the construction and engineering, construction materials, utility and other related industries which are similar in size in terms of revenues and market capitalization. In 2022, the independent compensation consultant proposed and the ~~vesting~~compensation committee approved the removal of long-term incentive compensation. The companies included in our peer group are evaluated every year and are selected to be representative of the industries in which we operate. Questar was removed from our peer group for 2017Jacobs Engineering Group, Inc. due to its ~~acquisition by Dominion Energy. The following chart depicts~~increase in revenues and continued growth expectations from the ~~companies included in our 2017~~compensation benchmarking peer group. MYR Group Inc. was recommended as an addition to the peer group based on its industry and comparable size in terms of revenues.

For review of compensation of the CEO and CFO positions, the independent compensation consultant used market data from 21 peer companies, shown in bold in the table below. For review of compensation of all other executive officer positions, the independent compensation consultant used compensation data from additional companies in Willis Towers Watson’s 2021 General Industry Executive Compensation Survey.



~~2017~~

53 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

Companies used for compensation analysis included:


2022 Compensation Peer Companies
~~Regulated Energy Delivery~~Alcoa Corporation	~~Construction Materials and Services~~Eastman Chemical Company	Pinnacle West Capital Corporation
~~ALLETE, Inc.~~Allegheny Technologies Incorporated	Edison International	Portland General Electric Company
Alliant Energy Corporation	EMCOR Group, Inc.	PPL Corporation
~~Alliant~~Ameren Corporation	Entergy Corporation	Public Service Enterprise Group Incorporated
Atmos Energy Corporation	Evergy Inc.	Quanta Services, Inc.
Avery Dennison Corporation	Eversource Energy	Scotts Miracle-Gro Company
Avient Corporation	Granite Construction Incorporated	Sealed Air Corporation
~~Atmos Energy~~Axalta Coating Systems LTD.	Graphic Packaging Holding Company	Sonoco Products Company
Ball Corporation	~~IES~~H.B. Fuller Company	Southwest Gas Holdings, Inc.
~~Avista~~Berry Global Group, Inc.	KBR, Inc.	Spire Inc.
Black Hills Corporation	Kinross Gold Corporation	Summit Materials, Inc.
Cabot Corporation	Martin Marietta Materials, Inc.	UGI Corporation
~~Black Hills~~Celanese Corporation	MasTec, Inc.	Valvoline Inc.
CenterPoint Energy, Inc.	The Mosaic Company	Vulcan Materials Company
CF Industries Holdings, Inc.	MYR Group, Inc.	WEC Energy Group, Inc.
~~IDACORP, Inc.~~The Chemours Company	~~Quanta Services, Inc.~~Newmont Corporation	Westlake Chemical Corporation
~~National Fuel Gas Company~~CMS Energy Corporation	~~Sterling Construction Company,~~NiSource Inc.	Worthington Industries, Inc.
~~Northwest Natural Gas Company~~Crown Holdings, Inc.	~~U.S. Concrete,~~OGE Energy Corp.	Xcel Energy Inc.
~~NorthWestern Corporation~~Dycom Industries, Inc.	~~Vulcan Materials Company~~ONE Gas, Inc.
~~Vectren Corporation~~			Companies shown in bold are the companies used for compensation analysis of the CEO and CFO positions and are considered our compensation benchmarking peer group.

Total Stockholder Return Performance Peer Group

~~2017~~To determine relative total stockholder return performance in conjunction with our 2022-2024 Performance Share Award, the independent compensation consultant recommended, and the compensation committee approved, using a peer group of 46 select companies within the utility, materials and construction and engineering industries from the S&P MidCap 400 Index as it is a stable, robust group of companies reflective of our company’s size, value, and risk profile. During 2022, two out of the 46 companies were removed from the S&P MidCap 400 index due to a change in their market capitalization. Accordingly, relative total stockholder return was calculated based on the 44 remaining in the peer group as of December 31, 2022.

2022 Compensation for Our Named Executive Officers

~~2017~~2022 Base Salary and Incentive Targets

At its November ~~2016~~2021 meeting, the compensation committee ~~considered~~approved the ~~company’s financial performance, return on invested capital for~~2022 base salaries as well as the ~~company~~target annual and ~~individual business segments, the~~long-term incentive compensation report prepared and presented by Willis Towers Watson at its August 2016 meeting, executive performance appraisals, each executive’s tenure in position, and input and recommendations from the CEO and human resources department, in approving base salaries for the named executive ~~officers for 2017. Mr. Goodin was not present during the portion of the meeting where the compensation committee discussed and approved the president and CEO base salary for 2017.~~officers. At its February ~~2017~~2022 meeting, the compensation committee approved the annual and long-term incentive ~~opportunities~~performance measures and goals for our named executive officers. In determining base salaries, target annual cash incentives, target long-term equity incentives, and total target compensation for our named executive officers, the compensation committee received and considered company and individual performance, market and peer data, responsibilities, experience, tenure in position, internal equity, and input and recommendations from the CEO, and the independent compensation consultant. The following information relates to each named executive officer’s 2022 base salary, target annual cash ~~annual~~ incentive, target long-term equity incentive, and total ~~direct~~target compensation:

MDU Resources Group, Inc. Proxy Statement 3354

Proxy Statement


David L. Goodin	2022 ($)	Compensation Component as a % of Base Salary
Base Salary	1,044,000
Target Annual Cash Incentive Opportunity	1,305,000	125	%
Target Long-Term Equity Incentive Opportunity	3,200,000	307	%
Total Target Compensation	5,549,000
The compensation committee considered information provided in Meridian’s August 2021 compensation study showing Mr. Goodin's base salary, total cash compensation, and long-term incentives were below the median of the compensation peer group. Based on input from Meridian to move Mr. Goodin’s compensation closer to the market median, the compensation committee increased Mr. Goodin’s base salary by 4.4% and maintained his 2022 annual incentive target at 125% of his base salary. The compensation committee set Mr. Goodin’s long-term incentive target at $3,200,000, which is an increase from 280% to 307% of his base salary based on input from Meridian to more closely align his long-term incentive with the market median for his position.


Jason L. Vollmer	2022 ($)	Compensation Component as a % of Base Salary
Base Salary	530,000
Target Annual Cash Incentive Opportunity	397,500	75	%
Target Long-Term Equity Incentive Opportunity	848,000	160	%
Total Target Compensation	1,775,500
The compensation committee considered information provided in Meridian’s August 2021 compensation study showing Mr. Vollmer’s base salary was below the market median based on peer group and compensation survey data. To move Mr. Vollmer closer to the market median, the CEO recommended and the compensation committee approved a base salary increase of 8.2% for Mr. Vollmer in 2022. The compensation committee maintained Mr. Vollmer’s target annual cash incentive opportunity at 75% of base salary and increased his long-term incentive target from 150% to 160% of his base salary to more closely align with the market median for his position.

David L. Goodin 2017
($) Compensation Component
as a % of Base Salary

Base Salary 792,750 n/a

Target Annual Incentive Opportunity 792,750 100 %
Target Long-Term Incentive Opportunity 1,783,688 225 %
Target Total Potential Direct Compensation 3,369,188 425 %
The Compensation Committee increased Mr. Goodin’s base salary by 5% for 2017 based on his and the company’s performance in 2016. No changes were made to Mr. Goodin’s annual or long-term incentive targets as a percentage of base salary for 2017.

Jason L. Vollmer 2017
($)
Compensation Component
as a % of Base Salary

Base Salary 350,000 n/a

Target Annual Incentive Opportunity 132,981 38 %
Target Long-Term Incentive Opportunity 112,750 32 %
Target Total Potential Direct Compensation 595,731 170 %
Upon his promotion on September 30, 2017, Mr. Vollmer’s base salary was set at $350,000 with an annual incentive target of 65% of his base salary. For 2017, Mr. Vollmer’s base salary and annual cash incentive were prorated for the period of time in his position. Due to the timing of Mr. Vollmer’s promotion, the target long-term incentive opportunity for 2017 was not changed and is based on 50% of Mr. Vollmer’s base salary prior to promotion.

David C. Barney 2017
($) Compensation Component
as a % of Base Salary

Base Salary 427,140 n/a

Target Annual Incentive Opportunity 320,355 75 %
Target Long-Term Incentive Opportunity 384,426 90 %
Target Total Potential Direct Compensation 1,131,921 265 %
Mr. Barney received a 5% increase in base salary for 2017 due to his success in management of the construction materials and contracting segment to a record year of earnings in 2016. For 2017, the compensation committee maintained Mr. Barney’s target annual incentive opportunity at 75% of his base salary but increased his long-term incentive opportunity from 80% to 90% to be consistent with the other business unit presidents and to be competitive with construction industry peers.

Jeffrey S. Thiede 2017
($) Compensation Component
as a % of Base Salary

Base Salary 437,750 n/a

Target Annual Incentive Opportunity 328,313 75 %
Target Long-Term Incentive Opportunity 393,975 90 %
Target Total Potential Direct Compensation 1,160,038 265 %
Mr. Thiede received a 3% increase in his base salary for 2017 in recognition of his successful management of the construction services segment during 2016. For 2017, the compensation committee maintained Mr. Thiede’s target annual cash incentive opportunity at 75% of base salary but increased his long-term incentive opportunity from 80% to 90% to be consistent with the other business unit presidents and to be consistent with construction industry peers.


David C. Barney	2022 ($)	Compensation Component as a % of Base Salary
Base Salary	535,000
Target Annual Cash Incentive Opportunity	401,250	75	%
Target Long-Term Equity Incentive Opportunity	856,000	160	%
Total Target Compensation	1,792,250
The compensation committee considered information provided in Meridian’s August 2021 compensation study in their review of the recommendation made by the CEO concerning Mr. Barney’s compensation. Mr. Barney received a 4.4% increase in base salary for 2022. The compensation committee maintained Mr. Barney’s target annual cash incentive opportunity at 75% of his base salary and increased his long-term incentive target from 150% to 160% of his base salary to more closely align with the market median for his position.

3455 MDU Resources Group, Inc. Proxy Statement

Proxy Statement


Jeffrey S. Thiede	2022 ($)	Compensation Component as a % of Base Salary
Base Salary	530,000
Target Annual Cash Incentive Opportunity	397,500	75	%
Target Long-Term Equity Incentive Opportunity	848,000	160	%
Total Target Compensation	1,775,500
The compensation committee considered information provided in Meridian’s August 2021 compensation study in their review of the recommendation made by the CEO concerning Mr. Thiede’s compensation. Mr. Thiede received a 4.4% increase in his base salary for 2022. The compensation committee maintained Mr. Thiede’s target annual cash incentive opportunity at 75% of his base salary and increased his long-term incentive target from 150% to 160% of his base salary to more closely align with the market median for his position.

Nicole A. Kivisto 2017
($) Compensation Component
as a % of Base Salary

Base Salary 378,000 n/a

Target Annual Incentive Opportunity 245,700 65 %
Target Long-Term Incentive Opportunity 340,200 90 %
Target Total Potential Direct Compensation 963,900 255 %
Ms. Kivisto received a base salary increase of 18% reflecting her success and management of the electric and natural gas distribution segments in 2016, her tenure within her position, and internal equity. No changes were made to her target annual and long-term incentive opportunities as a percentage of base salary for 2017.

Doran N. Schwartz 2017
($) Compensation Component
as a % of Base Salary

Base Salary 391,500 n/a

Target Annual Incentive Opportunity 254,475 65 %
Target Long-Term Incentive Opportunity 352,350 90 %
Target Total Potential Direct Compensation 998,325 255 %
Mr. Schwartz received a 3% increase in base salary to reflect his successful management of the accounting and finance areas of the company during 2016. No changes were made to his target annual or long-term incentive opportunities as a percentage of base salary for 2017. Mr. Schwartz resigned his position on September 29, 2017, and as a result he was not eligible to receive an annual cash or long-term incentive award payment for 2017.


Nicole A. Kivisto	2022 ($)	Compensation Component as a % of Base Salary
Base Salary	530,000
Target Annual Cash Incentive Opportunity	397,500	75	%
Target Long-Term Equity Incentive Opportunity	848,000	160	%
Total Target Compensation	1,775,500
The compensation committee considered information provided in Meridian’s August 2021 compensation study in their review of the recommendation made by the CEO concerning Ms. Kivisto’s compensation. Ms. Kivisto received a base salary increase of 4.4% for 2022. The compensation committee maintained her target annual cash incentive opportunity at 75% of her base salary and increased her long-term incentive target from 150% to 160% of her base salary to more closely align with the market median for her position.

Annual Cash Incentives

~~Annual~~Business segment executives receive their annual cash incentive awards ~~are determined for business segment executives by~~through the achievement of ~~specific performance measures selected by the compensation committee including~~ financial performance measures specific to ~~each~~their business segment ~~and~~plus a performance measure ~~based on~~tied to overall company ~~EPS. For corporate executives,~~earnings per share. Our CEO and CFO earn their annual cash incentive ~~awards are determined as~~award based solely on the ~~sum of the weighted portion of the percentage award payout of each business segment based upon~~ achievement of ~~its performance measures and weighted by the business segment’s invested capital relative to the~~ overall company ~~invested capital.~~earnings per share. Through this, our business segment executives are incentivized to primarily focus on the success and performance of their business ~~segment~~segments while keeping the overall financial success of the company in mind, whereas our corporate executives are incentivized to assist in the success and performance of all lines of business.

The compensation committee ~~considered and~~ selected the following financial performance measures to ensure that compensation to the executives reflects the success of their respective business segments and the ~~company as well as value provided to our stockholders. Each business segment president’s performance measures include a corporate~~overall company.


			Mr. Goodin and Mr. Vollmer			100% EPS
			Mr. Barney			80% Construction Materials and Contracting EBITDA
						20% EPS
			Mr. Thiede			80% Construction Services EBITDA
						20% EPS
			Ms. Kivisto			80% Electric and Natural Gas Distribution Earnings
						20% EPS

The compensation committee selected earnings per share from continuing operations as the shared financial metric as it is a key indicator of company results and used to communicate annual performance ~~measure representing 20%~~expectations with the financial community. The earnings per share target of $2.07 reflects our 2022 financial goal to achieve an estimated return on invested capital of 7.7%.

MDU Resources Group, Inc. Proxy Statement 56

Proxy Statement

The compensation committee selected EBITDA from continuing operations as the performance metric for the construction materials and contracting and construction services segment presidents as it is a financial performance metric common to the construction industry and encourages the presidents to focus on growth by excluding the impact of items such as taxes, interest, depreciation and amortization from the performance result which are largely out of their control. The target ~~award opportunity~~of $331 million in EBITDA from continuing operations for the construction materials and ~~business~~contracting segment and $180 million in EBITDA from continuing operations for the construction services segment reflects the financial goal needed to achieve returns on invested capital of 9.5% and 24.1% for the construction materials and contracting and construction services segments, respectively.

The compensation committee selected earnings from continuing operations as the performance metric for the electric and natural gas distribution segments as regulated utilities are valued based on earnings potential and rate base. The 2022 target of $110 million reflects the financial goal needed to achieve a return on invested capital of 4.9% and the continued investment in infrastructure and regulatory recovery from completed and pending rate cases.

In addition to the financial performance measures, ~~representing 80%~~the environmental and sustainability committee approved and recommended a DEI modifier be included as part of the ~~award opportunity. The following~~executive’s 2022 annual incentive ~~performance measures for 2017 were adopted~~which was then approved by the compensation committee at its February 2022 meeting. The DEI modifier is a separate performance measure, independent of the achievement of the financial performance measures and is based on the compensation committee’s assessment of management’s progress toward the completion of the following DEI initiatives:

•Enhance the formal succession planning process to include the review of the positions of all Section 16 officers, key executives and business segment officers and to ensure diverse representation in terms of gender, ethnicity, individuals with disabilities and veteran status and the development of candidates being prepared for these positions.

•Increase outreach activities and efforts aimed at attracting diverse candidates to positions within our businesses.

•Enhance new employee onboarding processes to include DEI training and formal mentoring programs.

•Implement a consistent human resources dashboard across all businesses to build baseline information and track key metrics to provide insight into the make-up and diversity of our employee population.

The DEI modifier applies equally to all executives and adds or deducts up to 5% of the executives annual incentive target based on the compensation committee’s assessment.

All financial performance measures are from continuing operations plus earnings or losses from any discontinued operations after December 31, 2021. To incentivize executives to make decisions that have long-term positive impact, even at the expense of short-term results, and to prevent one-time gains and losses from having an undue impact on incentive payments, the compensation committee designed its annual incentive measures to allow for adjustments for certain unplanned events that impact our performance targets but are not indicative of underlying business performance. The compensation committee may approve adjustments to the financial results to remove the following items, as applicable, from the performance measure:

•The negative effect on earnings/EBITDA from asset sales/dispositions/retirements.

•The effect on earnings/EBITDA from withdrawal liabilities relating to multiemployer pension plans.

•The effect on earnings/EBITDA from transaction costs incurred for acquisitions or mergers.

•The effect on earnings from unanticipated changes and interpretation of tax law.

The compensation committee will consider for removal the positive effect on earnings/EBITDA from assets sales/dispositions/retirements if it determines the positive effect is not indicative of underlying business performance.

For the 2022 annual cash incentive, the compensation committee approved adjustments to the construction materials and contracting segment EBITDA from continuing operations to remove the effect of transaction costs incurred for acquisitions and mergers. In the calculation of EPS from continuing operations, the compensation committee approved adjustments for the ~~business~~effect of transaction costs incurred for acquisitions and mergers, costs incurred associated with the company’s intent to separate the construction materials and contracting segment ~~presidents (exclusive~~pursuant to a tax-free spinoff and, costs incurred in connection with the company’s strategic review to optimize the value of the construction services segment.

57 MDU Resources Group, Inc. ~~corporate executive officers) at the February 2017 meeting:~~ Proxy Statement

Proxy Statement

~~MDU Resources Group, Inc.~~ ~~Proxy Statement~~ 35

To determine the payout associated with each financial performance measure:

~~Proxy Statement~~

Measure Applies to Purpose Measurement Target Weight How Target was Selected
MDU Resources Diluted Adjusted Earnings per Share (EPS) All the Business Segment Presidents EPS is a generally accepted accounting principle (GAAP) measurement and is a key driver of stockholder return. This goal applies to the presidents of all business segments to engage them as members of the company’s Management Policy Committee in the overall success of the company.
GAAP EPS (diluted) before discontinued operations plus any operations discontinued after December 31, 2016 and adjusted to remove:
- the effect on earnings from losses on asset sales/dispositions pre-approved by the board,
- the effect on earnings from withdrawal liabilities relating to multi-employer pension plans,
- the effect on earnings from any acquisitions, mergers, or divestitures initiated in 2017, and
- the effect on earnings from amendments to the United States tax code adopted in 2017.
$1.15 20% Target reflects anticipated EPS performance within the range of guidance for 2017 while also being higher than 2016 target and actual results.
Return on Invested Capital (ROIC) Electric and Natural Gas Distribution Segments President Provides a measure of how effective the business segment uses its capital and generates a return from its capital. These segments are primarily regulated entities requiring significant capital investment. ROIC is important in providing a return to our stockholders.
Business segment earnings, without regard to after tax interest expense and preferred stock dividends divided by the business segment’s average capitalization for the calendar year.

4.7% 40% Target reflects returns necessary to achieve the segments’ risk adjusted capital costs while also being higher than 2016 target and actual results in expectation of regulatory rate relief for major capital investments made in 2015.
Pipeline and Midstream
Segment
President
6.0% 40% Target reflects returns necessary to achieve the segment’s risk adjusted capital costs while also being higher than the 2016 target but lower than the 2016 actual results in recognition of lower expected revenues in 2017 resulting from the sale of the Pronghorn gas processing plant.
Business Segment Earnings Electric and Natural Gas Distribution Segments President Provides a measure of financial performance.
GAAP business segment earnings adjusted to exclude:
- the effect on earnings from losses on asset sales/dispositions pre-approved by the board,
- the effect on earnings from withdrawal liabilities related to multi-employer pension plans,
- the effect on earnings from any acquisitions, mergers, or divestitures initiated in 2017, and
- the effect on earnings from amendments to the United States tax code adopted in 2017.

$77.7 million 40% Target reflects earnings necessary to achieve the segments’ risk adjusted capital costs while also being higher than 2016 target and actual results.
Pipeline and Midstream
Segment
President
$18.0 million 40% Target reflects earnings necessary to achieve the segment’s risk adjusted capital costs while lower than 2016 target and actual results in recognition of lower expected earnings in 2017 resulting from the sale of the Pronghorn gas processing plant.
Construction Materials and Contracting
Segment
President
$63.6 million 80% Target reflects earnings necessary to achieve the segment’s risk adjusted capital costs and higher than 2016 target but lower than 2016 actual results in recognition that factors contributing to the segment’s record success in 2015 and 2016, such as favorable weather, may not be repeated in 2017.
Construction Services
Segment
President
$28.1 million 80% Target reflects earnings above that necessary to achieve the segment’s risk adjusted capital costs but lower than 2016 target and actual earnings in recognition of the segment’s expectation for growth but offset by the loss of earnings from solar generation projects completed in 2016.

~~36 MDU Resources Group, Inc.~~ ~~Proxy Statement~~

~~Proxy Statement~~

•Actual performance results are compared to the target performance ~~measures to arrive at a~~measure which results in the percent of target achieved.

•The percent of target achieved is translated into a payout percentage of the executive’s target award opportunity ~~with 100% achievement of a performance measure corresponding to a payout equal to the~~using linear interpolations for results between threshold and target ~~annual award opportunity. Receipt of a payout requires threshold achievement of a performance measure which varies by business segment. For the company EPS performance measure,~~ as well as ~~the regulated energy delivery companies’ business segment performance measures, threshold payout requires achievement~~target and maximum.

Achievement of ~~85%~~100% of the target performance measure ~~which~~ results in a payout of ~~25%~~100% of the target award opportunity. ~~For~~Results achieved below the ~~construction materials~~established threshold result in no payout. The threshold, target and ~~contracting and construction services business segments’~~maximum performance measures, threshold payout requires earnings of an amount necessary to achieve a return on invested capital equal to the segment’s risk adjusted capital costs. Maximum payouts also vary by business segment. For the company EPS performance measure,levels as well as the ~~regulated energy delivery companies’ business segment performance measures, maximum~~associated payout ~~of 200% of~~opportunity are depicted in the award opportunity is received if the percent of target achieved is 115% or greater. For the construction materials and contracting business segment performance measure, payout levels of 200%, and a maximum payout level of 250%, is received if earnings achieve returns on invested capital of 11.9% and 12.9%, respectively. For the construction services business segment performance measure, payout levels of 200%, and a maximum payout level of 250%, is received if earnings achieve returns on invested capital of 11.5% and 14.9%, respectively. Results achieved between the payout levels are calculated using linear interpolation.following chart:

~~2017~~


Measure	Threshold				Target			Maximum
	% of Target		Payout %			Payout %		% of Target		Payout %
MDU Resources EPS*	85	%	25	%	$2.07	100	%	115	%	200	%
Electric and Natural Gas Distribution Earnings	90	%	50	%	$110 million	100	%	110	%	200	%
Construction Materials and Contracting EBITDA	75	%	25	%	$331 million	100	%	115	%	250	%
Construction Services EBITDA	65	%	25	%	$180 million	100	%	115	%	250	%
*EPS is weighted 20% of the award for business segment presidents and 100% of the award for corporate officers.

2022 Annual ~~Performance~~ Incentive Results

The ~~following table shows the 2017~~2022 performance measure results, percent of target achieved based on those results, and the associated payout ~~percentages:~~percentages reflect the company’s 2022 financial performance and are presented below:

Business Segment Performance Measure Result
Percent of
Performance
Measure
Achieved

Percent
of Award
Opportunity
Payout

Weight
Weighted
Award
Opportunity
Payout %

All Business Segments Earnings per Share $1.26 109.6 % 163.8 % 20 % 32.8 %
Electric and Natural Gas Distribution Segments Earnings $88.0 million 113.3 % 188.5 % 40 % 75.4 %
ROIC 5.2 % 110.6 % 170.9 % 40 % 68.4 %
Pipeline and Midstream Segment Earnings $20.6 million 114.6 % 197.8 % 40 % 79.1 %
ROIC 7.0 % 116.7 % 200.0 % 40 % 80.0 %
Construction Materials and Contracting Segment Earnings $81.5 million 128.2 % 147.7 % 80 % 118.2 %
Construction Services Segment Earnings $49.0 million 174.6 % 242.1 % 80 % 193.7 %

~~For our corporate named executive officers, namely Messrs. Goodin and Vollmer, the~~


Business Segment	Performance Measure	Result	Percent of Performance Measure Achieved		Percent of Award Opportunity Payout		Weight		Weighted Award Opportunity Payout %
MDU Resources Corporate Officers	Earnings per Share1	$1.87	90.3	%	51.7	%	100	%	51.7	%
All Business Segment Presidents	Earnings per Share1	$1.87	90.3	%	51.7	%	20	%	10.3	%
Electric and Natural Gas Distribution	Earnings	$102.2 million	93.0	%	64.8	%	80	%	51.8	%
Construction Materials and Contracting	EBITDA2	$307.5 million	92.8	%	78.5	%	80	%	62.8	%
Construction Services	EBITDA	$193.4 million	107.4	%	173.7	%	80	%	139.0	%
1 Earnings used to calculate EPS from continuing operations were adjusted to remove the effect of transaction costs incurred for acquisitions and mergers as well as costs incurred associated with the company’s intent to separate the construction materials and contracting segment pursuant to a tax-free spinoff and the strategic review to optimize the value of the construction services segment.
2 Construction materials and contracting segment EBITDA from continuing operations was adjusted to remove the effect of transaction costs incurred for acquisitions and mergers.

The compensation committee ~~continued to base~~further assessed management’s progress toward completing the ~~payout of the annual cash incentives on the achievement of~~ performance measures ~~at the business segments weighted by each business segment’s average invested capital relative~~related to the company’s ~~total invested capital.~~ DEI initiatives, including:

•The ~~compensation committee believes this approach provides alignment between our~~enhancement of the succession planning process to include all executive officer positions at the corporate ~~executives~~ and business ~~segment performance. Messrs. Goodin’s~~unit level along with the identification of candidate diversity in terms of gender, ethnicity, veteran status and ~~Vollmer’s 2017 annual cash incentives~~disability.

•Development plans were ~~earned~~determined for all candidates identified in the succession planning process.

•Onboarding processes were enhanced to include diversity, equity and inclusion training as well as formal mentoring programs.

•A system was established to track outreach activities and efforts aimed at ~~173.7% of~~attracting diverse candidates to positions within the ~~target award opportunity based on the following proportional weighted sum of the annual business segment payouts:~~company.

Business Segment Column A
Business Segment Award Opportunity Payout
Column B
Percentage of
Average Invested Capital

Column A x Column B

Electric and Natural Gas Distribution 176.6 % 60.3 % 106.5 %
Pipeline and Midstream 191.9 % 8.6 % 16.5 %
Construction Materials and Contracting 151.0 % 22.0 % 33.2 %

Construction Services¹
192.8 % 9.1 % 17.5 %
Total Payout Percentage 173.7 %

¹ For purposes of calculating the annual incentive payouts for corporate executives, the award opportunity payout associated with the earnings performance measure for the construction services segment was limited to 200%, which resulted in an unweighted construction services segment award opportunity payout percentage of 192.8% whereas the construction services segment president achieved an award opportunity payout of 226.5%.

•A human resources dashboard was implemented across all businesses to consistently track employment metrics and trends.

MDU Resources Group, Inc. Proxy Statement 3758

Proxy Statement

Based on these accomplishments the compensation committee awarded a DEI modifier award of 5.0% of the executive’s target annual incentive. Based on the achievement of the performance targets and the DEI modifier, the named executive officers received the following ~~2017~~2022 annual incentive compensation:


Name	Target Annual Incentive ($)	Annual Incentive Earned		Name	Target Annual Incentive ($)	Annual Incentive Earned
		Payout as a % of Target (%)	Amount ($)			Payout Percentage on financial measures (%)	DEI Modifier (%)	Total payout percentage (%)	Amount ($)
David L. Goodin	792,750	173.7	1,377,007	David L. Goodin	1,305,000	51.7	5.0	56.7	739,935
Jason L. Vollmer¹	132,981	173.7	230,988
Jason L. Vollmer				Jason L. Vollmer	397,500	51.7	5.0	56.7	225,383
David C. Barney	320,355	151.0	483,736	David C. Barney	401,250	73.1	5.0	78.1	313,377
Jeffrey S. Thiede	328,313	226.5	743,629	Jeffrey S. Thiede	397,500	149.3	5.0	154.3	613,343
Nicole A. Kivisto	245,700	176.6	433,906	Nicole A. Kivisto	397,500	62.1	5.0	67.1	266,723
Doran N. Schwartz²	254,475	—	—
¹ Mr. Vollmer’s target annual incentive is prorated based on three months in his new position as vice president, CFO and treasurer and nine months in his former position as vice president, chief accounting officer and treasurer.
²Mr. Schwartz resigned effective September 29, 2017. As a result, he was not eligible for an annual incentive payment.

Long-Term Incentives

~~As in the past, the compensation committee used performance shares as the form~~All of long-term incentive compensation for 2017 and established the company’s total stockholder return as a percentile of the total stockholder return for the peer group companies over a three-year period as the performance measure for vesting of long-term incentive compensation.

Total stockholder return is the percentage change in the value of an investment in the common stock of a company from the closing price on the last trading day in the calendar year preceding the beginning of the performance period through the last trading day in the final year of the performance period. It is assumed that dividends are reinvested in additional shares of common stock at the frequency paid during the performance period. The compensation committee selected total stockholder return as the performance measure because long-term executive incentive compensation should align with our long-term performance in stockholder return as compared to other public companies in our industries.

~~Depending on our total three-year stockholder return compared to the total three-year stockholder returns of our peer group companies, vesting of performance share award opportunities for~~ our named executive officers ~~can range from 0% to 200%~~participated in the 2022 long-term incentive plan which consists of 75% performance shares that align long-term compensation with the achievement of pre-determined financial performance measures and 25% time-vesting restricted stock units that incentivize retention of our executives and alignment with the interests of our stockholders. Long-term incentive compensation comprised 57.7% of the CEO’s 2022 total target ~~award. Vesting~~compensation and 47.7% of the ~~performance share opportunities will be a function~~average of ~~our rank over~~ the ~~performance period against our peer group companies as delineated in the following table:~~



~~The Company’s~~ ~~Peer TSR Percentile Rank~~	~~Vesting Percentage of~~ ~~Award Target~~
~~75th or higher~~	~~200%~~
~~50th~~	~~100%~~
~~25th~~	~~20%~~
~~Less than 25th~~	0%

~~Vesting for percentile ranks falling between the intervals~~other named executive officer’s total target compensation. Stock earned under long-term incentive compensation is interpolated. If our total stockholder return over the performance period is negative, the shares and dividend equivalents otherwise earned based on the payout percentages above, if any, are reduced in accordance with the following table:



~~Total Stockholder Return~~	~~Reduction in Vesting~~
~~0% through -5%~~	~~50%~~
~~-5.01% through -10%~~	~~60%~~
~~-10.01% through -15%~~	~~70%~~
~~-15.01% through -20%~~	~~80%~~
~~-20.01% through -25%~~	~~90%~~
~~-25.01% or below~~	~~100%~~

~~38 MDU Resources Group, Inc.~~ ~~Proxy Statement~~

~~Proxy Statement~~

Dividend equivalents are paid at the time of settlement in cash based on the number of shares actually vested for the performance period. No dividend equivalents are paid on unvested performance shares.

~~Actual vesting of performance share awards under the plan over the last five years is shown below:~~



~~Performance Period~~	~~Vesting Percentage~~
~~2015-2017~~	~~144%~~
~~2014-2016~~	~~68%~~
~~2013-2015~~	~~31%~~
~~2012-2014~~	0%
~~2011-2013~~	~~193%~~

~~Results of 2015-2017 Performance Period~~

~~Our total stockholder return ranking among the peer group companies prior~~subject to our ~~exit from the oil and gas exploration business for the period~~stock retention requirements.

Grant of January 1, 2015 through November 30, 2015 was 21 out of 24, and the ranking among the peer group companies adjusted for our exit from the oil and gas exploration business for the period of December 1, 2015 through December 31, 2017 was 5 out of 20. This produced a combined percentile ranking of 61% for the 2015-2017 performance period which resulted in a 144% vesting of performance shares and dividend equivalents. The named executive officers received the following long-term compensation for the 2015-2017 performance period:

Name
Target
Performance
Shares
(#)

Performance
Shares
Vested
(#)

Dividend
Equivalents
($)

Value of
Shares and Dividend
Equivalents at 12/29/17
($)¹

David L. Goodin 72,164
103,916
235,370
3,029,151
Jason L. Vollmer 1,911
2,751
6,231
80,192
David C. Barney 11,745
16,912
38,306
492,985
Jeffrey S. Thiede 12,638
18,198
41,218
530,472
Nicole A. Kivisto 12,234
17,616
39,900
513,506
Doran N. Schwartz²
14,528
—
—
—
¹Based on the average of the high and low share price at December 29, 2017, which was $26.885.
²Mr. Schwartz resigned his position effective September 29, 2017; as a result he forfeited his performance shares.

~~2017-2019 Performance Period~~2022-2024 Long-Term Equity Incentive Awards

On February ~~15, 2017, for the 2017-2019 performance period,~~16, 2022, the compensation committee determined the target number of performance shares ~~for~~and time-vesting restricted stock units to be granted to each named executive officer for the 2022-2024 vesting period by ~~multiplying~~dividing the ~~named executive officer’s 2017 base salary by a~~executive’s target long-term ~~incentive percentage and then dividing~~award amount by the average of the closing prices of our stock from January 1 through January 22, ~~2017,~~2022, which was ~~$28.82~~$30.47 per share. Based on this price, the ~~board~~compensation committee awarded 75% of ~~directors, upon recommendation~~the target long-term incentive grant as performance shares and 25% of the target long-term incentive grant as time-vesting restricted stock units as shown below:


Name	Base Salary ($)	Target Long-Term Incentive of Base Salary (%)	Long-Term Incentive Target ($)	Total Target Long-Term Incentive Shares (#)	75% Performance Shares (#)	25% Time-Vesting Restricted Stock Units (#)
David L. Goodin	1,044,000	307	3,200,000	105,021	78,766	26,255
Jason L. Vollmer	530,000	160	848,000	27,830	20,873	6,957
David C. Barney	535,000	160	856,000	28,093	21,070	7,023
Jeffrey S. Thiede	530,000	160	848,000	27,830	20,873	6,957
Nicole A. Kivisto	530,000	160	848,000	27,830	20,873	6,957

The performance share portion of the grant may vest at the end of a three-year period between 0% and 200%. The determination of vesting is based on the achievement of two separate performance measures each making up 50% of the award:

•Total stockholder return relative to that of a group of peer companies selected from the S&P 400 MidCap Index is the measure to align with the company's performance relative to our peers; and

•Compound annual growth rate in earnings from continuing operations is the measure to encourage continued growth of the company.

Earnings used to calculate earnings growth from continuing operations for the 2022 awards may be adjusted, as such adjustments are approved by the compensation committee, ~~awarded~~ to remove:

•the ~~following performance share opportunities~~effect on earnings from losses/impairments on asset sales/dispositions/retirements;

•the effect on earnings from withdrawal liabilities relating to multiemployer pension plans;

•the ~~named executive officers:~~effect on earnings from costs incurred for acquisitions or mergers; and

Name
Base Salary to Determine Target
($)
Target Long-Term
Incentive %
(%)
Long-Term
Incentive Target
($)
Performance Share
Opportunities
(#)

David L. Goodin 792,750 225 1,783,688 61,890
Jason L. Vollmer¹
225,500 50 112,750 3,912
David C. Barney 427,140 90 384,426 13,338
Jeffrey S. Thiede 437,750 90 393,975 13,670
Nicole A. Kivisto 378,000 90 340,200 11,804
Doran N. Schwartz²
391,500 90 352,350 12,225
¹ Based on Mr. Vollmer’s position and salary on the date of grant.
² Mr. Schwartz’s shares were forfeited upon his resignation effective September 29, 2017.

•the effect on earnings from unanticipated tax law changes.

59 MDU Resources Group, Inc. Proxy Statement39

Proxy Statement

Vesting of performance shares and associated dividend equivalents is predicated on achievement of established levels associated with each performance measure. Threshold, target and maximum payouts as a percentage of target performance for the 2022 measures are:


	The Company’s Relative TSR Percentile Rank	The Company’s Earnings Growth Rate as a Percentage of Target	Vesting Percentage of Award Target
Maximum	75th or higher	153.8% of target or higher	200	%
Target	50th	Target	100	%
Threshold	25th	46.2% of target	20	%
Below threshold	Less than 25th	less than 46.2% of target	0	%

We do not disclose the earnings growth rate performance measure target until payout as such disclosure could result in competitive harm. Vesting for performance falling between the intervals is interpolated.

The time-vesting restricted stock units represent 25% of the long-term incentive opportunity and will vest on December 31, 2024, as long as the executive remains continuously employed with the company.

Vesting of 2020-2022 Performance Share Awards

For the 2020-2022 performance period, the long-term incentive program consisted solely of performance shares as the compensation committee did not adopt the use of time-vesting restricted stock units until 2021. The performance criteria used for vesting of the 2020-2022 performance share awards was:

•50% based on our company’s total stockholder return as a percentile of the total stockholder return of our peer companies over the three-year performance period;

•25% based on EBITDA growth from continuing operations over the three-year performance period; and

•25% based on earnings growth from continuing operations over the three-year performance period.


Performance Criteria	Target		Result		Vesting %		Weighting		Weighted Payout
Relative TSR Percentile Ranking	50th		50th		100.0	%	50	%	50.0	%
EBITDA Growth*	6.5	%	7.1	%	117.1	%	25	%	29.3	%
Earnings Growth*	6.5	%	4.3	%	49.7	%	25	%	12.4	%
Total Weighted Payout									91.7	%
*The 2022 EBITDA and earnings from continuing operations results used in the calculation of EBITDA growth and earnings growth were adjusted to remove the effect of costs incurred for acquisitions and mergers as well as costs incurred related to the company’s intent to separate the construction materials and contracting segment pursuant to a tax-free spinoff and the strategic review to optimize the value of the construction services segment.

MDU Resources Group, Inc. Proxy Statement 60

Proxy Statement

The named executive officers received the following long-term compensation awards for the 2020-2022 performance period:


Name	Target Performance Shares (#)	Performance Shares Vested (#)	Dividend Equivalents ($)
David L. Goodin	82,191	75,369	193,322
Jason L. Vollmer	18,082	16,581	42,530
David C. Barney	20,034	18,371	47,122
Jeffrey S. Thiede	20,034	18,371	47,122
Nicole A. Kivisto	20,034	18,371	47,122

2023-2025 Long-Term Incentive Awards

The compensation committee did not award performance shares to the executive officers for the 2023-2025 performance period due to the company’s pending plans to separate the construction materials and contracting segment into a standalone public company and exploring strategic alternatives for the construction services segment in 2023. The committee awarded only time-vesting restricted stock units due to the company’s significant strategic initiatives underway and as a means of retention for executive officers of both entities during the pending separation process. The compensation committee intends to resume awarding performance vesting shares in 2024.

Stock Retention Requirement

The named executive officers must retain 50% of the net after-tax ~~performance~~ shares vested pursuant to the long-term incentive ~~award until~~awards for the earlier of two years from the date the vested shares are issued or the executive’s termination of employment. If the executive’s employment is terminated during the performance period for cause at any time, or for any reason other than cause before the executive has reached age 55 and completed ten years of service, all performance shares and related dividend equivalents are forfeited. The ~~compensation committee may also require the~~ executive officer is also required to retain ~~performance shares~~all vested share awards net of taxes if the executive has not met the stock ownership requirements under the company’s stock ownership policy for executives.

Other Benefits

The company provides ~~post employment~~post-employment benefit plans and programs in which our named executive officers may be participants. We believe it is important to provide post-employment benefits which approximate retirement benefits paid by other employers to executives in similar positions. The compensation committee periodically reviews the benefits provided to maintain a market-based benefits package. Our named executive officers participated in the following plans during ~~2017~~2022 which are described below:

Plans

David L. Goodin

Jason L. Vollmer

David C. Barney

Jeffrey S. Thiede

Nicole A. Kivisto

~~Doran N. Schwartz~~Pension Plans

Yes

401(k) Retirement Plan

Yes

~~Yes~~

~~Pension~~

~~Yes~~

Supplemental Income Security Plan

Yes

~~Yes~~

~~Nonqualified Defined Contribution~~Company Credit to Deferred Compensation Plan

Yes

~~401(k) Retirement Plan~~

The named executive officers as well as all employees working a minimum of 1,000 hours per year are eligible to participate in the 401(k) plan and defer annual income up to the IRS limit. The company provides a match up to 3% of the employee’s elected deferral rate. Contributions and the company match are invested in various funds based on the employee’s election including company common stock.

In 2010, the company began offering increased company contributions to our 401(k) plan in lieu of pension plan contributions. For non-bargaining unit employees hired after 2006 or who were not previously participants in the pension plan, the added retirement contribution is 5% of plan eligible compensation. For non-bargaining unit employees hired prior to 2006 and who were participants in the pension plan, the added retirement contributions are based on the employee’s age as of December 31, 2009. The retirement contribution is 11.5% for Mr. Goodin, 10.5% for Mr. Schwartz, 9.0% for Ms. Kivisto, 7.0% for Mr. Vollmer, and 5.0% for Messrs. Barney and Thiede. These amounts may be reduced in accordance with the provisions of the 401(k) plan to meet IRS limits.

Pension Plans

Effective in 2006, the defined benefit pension plans were closed to new non-bargaining unit employees and as of December 31, 2009, the defined benefit plans were frozen. For further details regarding the company’s pension plans, ~~please~~ refer to the section entitled “Pension Benefits for ~~2017~~2022.”

401(k) Retirement Plan

The named executive officers as well as employees working a minimum of 1,000 hours per year are eligible to participate in the 401(k) retirement plan (401(k) plan) and defer annual income up to the Internal Revenue Service (IRS) limit. The named executive officers receive a company match up to 3% depending on their elected deferral rate. Contributions and the company match are invested in various funds based on the employee’s election including company common stock.

In 2010, the company began offering increased company contributions to our 401(k) plan in lieu of pension plan contributions. For non-bargaining unit employees hired after 2006 or employees who were not previously participants in the pension plan, the added retirement contribution is 5% of plan eligible compensation. For non-bargaining unit employees hired prior to 2006 who were participants in the pension plan, the added retirement contributions are based on the employee’s age as of December 31, 2009. The retirement contribution is

61 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

11.5% for Mr. Goodin, 9.0% for Ms. Kivisto, 7.0% for Mr. Vollmer, and 5.0% for Messrs. Barney and Thiede. These amounts may be reduced in accordance with the provisions of the 401(k) plan to ensure compliance with IRS limits.

Supplemental Income Security Plan

We ~~offer~~offered certain key managers and executives benefits under a nonqualified retirement plan referred to as the Supplemental Income Security Plan (SISP). The SISP provides participants with additional retirement income ~~and~~and/or death ~~benefits.~~benefits payable for 15 years. Effective February 11, 2016, the SISP was amended to exclude new participants to the plan and freeze current benefit levels for existing participants. For further details regarding the company’s SISP, ~~please~~ refer to the section entitled “Pension Benefits for ~~2017~~2022.” Named executive officers participating in the SISP are Messrs. Goodin ~~Barney,~~ and ~~Schwartz,~~Barney and Ms. Kivisto.

~~40 MDU Resources Group, Inc.~~ ~~Proxy Statement~~

~~Proxy Statement~~

The following table reflects ~~our named executive officers’~~the SISP benefits as of December 31, ~~2017:~~2022 available to our named executive officers:


Name	SISP Benefits
	Annual Death Benefit ($)	Annual Retirement Benefit ($)
David L. Goodin	552,960	276,480
Jason L. Vollmer	n/a	n/a
David C. Barney	262,464	131,232
Jeffrey S. Thiede	n/a	n/a
Nicole A. Kivisto	157,728	78,864

Name SISP Benefits

Annual Death Benefit
($)

Annual Retirement Benefit
($)

David L. Goodin 552,960 276,480
Jason L. Vollmer —
—
David C. Barney 262,464 131,232
Jeffrey S. Thiede —
—
Nicole A. Kivisto 157,728
78,864
Doran N. Schwartz 262,464
131,232

~~Nonqualified Defined Contribution~~MDU Resources Group, Inc. Deferred Compensation Plan

The company adopted the ~~Nonqualified Defined Contribution~~MDU Resources Group, Inc. Deferred Compensation Plan ~~(NQDCP)~~(DCP) effective January 1, ~~2012, to provide retirement and deferred compensation for~~2021, which provides a select group of management and other highly compensated ~~employees.~~employees the opportunity to defer compensation for retirement and other financial purposes. Participants in the plan may defer a portion of their salary and/or annual incentive. The compensation committee, upon recommendation from the CEO, ~~determines which employees will participate in the NQDCP and the amount of~~may approve company contributions for ~~any year.~~select participants which vest over a three-year period. Company contributions recognize the participant’s contributions to the company and serve as a retention tool. After satisfying athe vesting ~~requirement for each contribution, distributions~~requirements, distribution will be made in accordance with the terms of the plan. For further details regarding the company’s ~~NQDCP, please~~DCP, refer to the section entitled “Nonqualified Deferred Compensation for ~~2017~~2022.”

For ~~2017,~~2022, the compensation committee selected and approved company contributions of ~~$100,000~~$79,500 to Mr. ~~Thiede,~~Vollmer, $150,000 to Mr. Barney, and ~~$22,550~~$100,000 to Mr. ~~Vollmer.~~Thiede. The contributions awarded to Messrs. Vollmer, Barney, and Thiede ~~and Vollmer~~ represent ~~35.18%~~15.0%, ~~22.84%~~28.0%, and ~~10%~~18.9% of their base salaries, respectively.

Employment and Severance Agreements

We ~~currently~~typically do not have employment or severance agreements with our executives entitling them to specific payments upon termination of employment or a change of control of the company. The compensation committee generally considers providing severance benefits on a case-by-case basis. ~~Any post-employment~~Post-employment or change of control benefits available to our executives are addressed within our incentive and retirement plans. ~~Please refer~~Refer to the section entitled “Potential Payments upon Termination or Change of Control.”

In connection with the strategic review intended to optimize the value of the construction services segment, in February 2023 the company and MDU Construction Services Group, Inc. entered into a retention agreement with Jeffrey S. Thiede, the current president and chief executive officer of MDU Construction Services Group, Inc., to provide inducement to remain with MDU Construction Services Group, Inc. through the completion of the review and any resulting transaction involving MDU Construction Services Group, Inc. The agreement provides for, among other things, subject to the terms and conditions set forth in the agreement, continuation of Mr. Thiede’s then-effective base salary, entitlement to incentive compensation, vesting of company credits to his deferred compensation account, a retention bonus equal to $1,100,000 to be paid within fifteen (15) days after the closing of any transaction, and accelerated vesting of outstanding equity awards as set forth in the agreement. The term of the agreement is until the earlier of the closing of any transaction and December 31, 2023.

In connection with the proposed separation of Knife River Corporation, in February 2023 the company entered into an offer letter with David C. Barney, the former president and chief executive officer of Knife River Corporation, regarding the non-executive position of senior advisor to support the transition of his duties as president and chief executive officer of Knife River Corporation to his successor. The letter agreement provides for, among other things, subject to the terms and conditions set forth in the offer letter, continuation of his 2023 base salary, annual and long-term incentives, and benefits through his retirement on January 3, 2024.

MDU Resources Group, Inc. Proxy Statement 62

Proxy Statement

Compensation Governance

Impact of Tax and Accounting Treatment

The compensation committee may consider the impact of tax ~~and/~~or accounting treatment in determining compensation.

Section 162(m) of the Internal Revenue Code limits the deductibility of certain compensation to $1 million paid to certain officers as a business expense in any tax year. When the compensation committee made its decisions for 2017 compensation, the tax code provided that compensation that qualified as “performance-based” was excluded from the $1 million deductibility limit if, among other requirements, the compensation was payable only upon attainment of pre-established, objective performance goals under a plan approved by our stockholders. Legislation signed into law in December 2017 (Tax Reform), however, expanded the number of individuals covered by the Section 162(m) deductibility limit and repealed the exception for performance-based compensation, effective for taxable years beginning after December 31, 2017. Incentive compensation approved by the compensation committee prior to the Tax Reform for our CEO and those executive officers whose overall compensation was likely to exceed $1 million was generally structured to meet the requirements for deductibility for purposes of Section 162(m). As a result of the Tax Reform, compensation paid to our covered executive officers in excess of $1 million will not be deductible, unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.

The compensation committee did not make any adjustments to the 2022 compensation program to address the impact of tax or accounting treatment. The compensation committee may also ~~considers~~consider the accounting and cash flow implications of various forms of executive compensation. We expense salaries and annual incentive compensation as earned. For our equity awards, we record the accounting expense in accordance with ~~Financial~~ Accounting Standards ~~Board~~Codification Topic 718, which is generally expensed over the vesting period.

~~MDU Resources Group, Inc.~~ ~~Proxy Statement~~ 41

~~Proxy Statement~~

Stock Ownership Requirements

Executives participating in our Long-Term Performance-Based Incentive Plan are required within five years of appointment or promotion into an executive level position to beneficially own our common stock equal to a multiple of their base salary as outlined in the stock ownership policy. In May 2021, the ownership multiple for our CEO was increased from four times to six times base salary. Stock owned through our 401(k) plan or by a spouse is considered in ownership ~~calculations.~~calculations as well as unvested restricted stock units. The level of stock ownership compared to the ownership requirement is determined based on the closing sale price of our stock on the last trading day of the year and base salary atas of December 31 of the same year. The table shows the named executive officers’ holdings as a multiple of their base salary.

Name

Ownership Policy Multiple of Base Salary ~~within~~Within 5 Years

Actual Holdings as a

Multiple of Base Salary¹

Ownership ~~requirement~~Requirement

~~must be met by:~~Must Be Met By:

David L. Goodin

4X6X

~~6.0~~11.4

~~1/1/~~01/01/2018

Jason L. Vollmer

~~0.4~~4.3

~~1/1/~~01/01/2023

David C. Barney

~~1.5~~6.4

~~1/1/~~01/01/2019

Jeffrey S. Thiede

~~1.3~~7.4

~~1/1/~~01/01/2019

Nicole A. Kivisto

~~2.9~~6.6

~~1/1/~~01/01/2020

~~Doran N. Schwartz~~

~~n/a~~

¹ Includes ~~stock~~performance share awards earned net of taxes for the ~~2015-2017~~2020-2022 performance ~~period.~~period and unvested restricted stock units granted in February 2021 and 2022.

~~Deferral of Annual~~

Incentive ~~Compensation~~Award Clawback Policy

We provide executives the opportunity to defer receipt of earned annual incentives. If an executive chooses to defer all or part of an annual incentive, we credit the deferral with interest at a rate determined by the compensation committee. For 2017, the compensation committee chose to use an interest rate of 4.38% based on an average of the Moody’s U.S.Our Long-Term Corporate Bond Yield Average for “A” and “Baa” rated companies. The compensation committee’s reasons for using this interest rate recognized incentive deferrals are a low-cost source of capital for the company and are unsecured obligations and, therefore, carry a higher risk to the executives.

~~Clawback~~

~~In February 2016, we amended our Long-Term~~Performance-Based Incentive Plan and ~~Executive Incentive Compensation Plan sections regarding the repayment of incentive compensation due to accounting restatements,~~EICP include provisions commonly referred to as a clawback policy. The compensation committee may, or shall if required, take action to recover incentive-based compensation from specific executives in the event the company is required to restate its financial statements due to material noncompliance with any financial reporting requirements under the securities laws.

Policy Regarding Hedging Stock Ownership

Our executive compensation policy prohibits executive officers, which includes our named executive officers, from hedging their ownership of company common stock. Executives may not enter into transactions that allow the executive to benefit from devaluation of our stock or otherwise own stock technically but without the full benefits and risks of such ownership. See the section entitled “Security Ownership” for our policy on margin accounts and pledging of our stock.

COMPENSATION COMMITTEE REPORT

The compensation committee is primarily responsible for reviewing, approving, and overseeing the company’s compensation plans and practices and works with management and the committee’s independent compensation consultant to develop the company executive compensation programs. The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Regulation S-K,

Item 402(b), with management. Based on the review and discussions referred to in the preceding sentence, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in our Proxy Statement on Schedule 14A.

~~Thomas Everist, Chair~~

Karen B. Fagg, Chair

~~William E. McCracken~~German Carmona Alvarez

Thomas Everist

Patricia L. Moss

4263 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table for ~~2017~~2022


Name and Principal Position (a)	Year (b)	Salary ($) (c)	Stock Awards ($) (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)

David L. Goodin	2022	1,044,000	3,247,775	739,935	33,340	192,238	5,257,289
President and CEO	2021	1,000,000	3,222,639	701,250	65,571	221,007	5,210,467
	2020	960,000	2,974,497	1,818,000	484,134	186,779	6,423,410

Jason L. Vollmer	2022	530,000	860,649	225,383	—	150,957	1,766,989
Vice President and CFO	2021	490,000	845,942	206,168	—	122,163	1,664,273
	2020	440,000	654,388	499,950	6,880	105,928	1,707,146

David C. Barney4	2022	535,000	868,777	313,377	—	214,491	1,931,645
Former President and CEO of	2021	512,500	884,789	310,191	—	219,420	1,926,900
Knife River Corporation	2020	487,000	725,030	804,646	86,980	220,062	2,323,718

Jeffrey S. Thiede	2022	530,000	860,649	613,343	—	166,470	2,170,462
President and CEO of	2021	507,500	876,148	293,462	—	171,822	1,848,932
MDU Construction	2020	487,000	725,030	852,128	—	170,362	2,234,520
Services Group, Inc.

Nicole A. Kivisto	2022	530,000	860,649	266,723	1,294	78,795	1,737,461
President and CEO of	2021	507,500	876,148	332,666	2,645	83,272	1,802,231
Montana-Dakota Utilities Co.,	2020	487,000	725,030	436,839	184,058	73,374	1,906,301
Cascade Natural Gas Corporation,
and Intermountain Gas Company

Name and
Principal Position
(a)
Year
(b)
Salary
($)
(c)
Bonus
($)
(d)

Stock
Awards
($)
(e)¹

Option
Awards
($)
(f)
Non-Equity
Incentive Plan
Compensation
($)
(g)

Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
(h)²

All Other
Compensation
($)
(i)³

Total
($)
(j)
David L. Goodin 2017 792,750
—
1,504,546
—
1,377,007
342,727
40,971
4,058,001
   President and CEO 2016 755,000
—
1,441,954
—
1,055,490
218,301
40,246
3,510,991
2015 755,000
—
1,386,992
—
376,745
—
39,411
2,558,148

Jason L. Vollmer⁴
2017 256,625
—
95,101
—
230,988
3,681
48,156
634,551
Vice President, CFO and
Treasurer

David C. Barney 2017 427,140
—
324,247
—
483,736
93,786
173,331
1,502,240
   President and CEO of 2016 406,800
—
276,232
—
593,114
77,565
22,905
1,376,616
   Knife River Corporation 2015 395,000
—
225,739
—
637,588
9,530
22,556
1,290,413

Jeffrey S. Thiede 2017 437,750
—
332,318
—
743,629
—
123,163
1,636,860
   President and CEO of 2016 425,000
—
288,598
—
489,600
—
122,708
1,325,906
   MDU Construction 2015 425,000
—
242,902
—
161,857
—
172,506
1,002,265
   Services Group, Inc.

Nicole A. Kivisto⁵
2017 378,000
—
286,955
—
433,906
96,931
33,049
1,228,841
   President and CEO of
   Montana-Dakota Utilities Co.

Doran N. Schwartz⁶
2017 291,748
—
297,190
—
—
118,256
36,665
743,859
   Former Vice President 2016 380,000
6,175
290,292
—
345,306
77,084
35,772
1,134,629
   and CFO 2015 380,000
—
279,228
—
123,253
—
35,571
818,052

1Amounts in this column represent the aggregate grant date fair value of performance share awards at target calculated in accordance with generally accepted accounting principles for stock-based compensation in Accounting Standards Codification Topic 718. This column was prepared assuming none of the awards were or will be forfeited. The amounts were calculated as described in Note 13 of our audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022. For 2022, the aggregate grant date fair value of outstanding performance share awards assuming the highest level of payout would be as follows:

Amounts in this column represent the aggregate grant date fair value of performance share award opportunities at target calculated in accordance with Financial Accounting Standards Board (FASB) generally accepted accounting principles for stock-based compensation in FASB Accounting Standards Codification Topic 718. This column was prepared assuming none of the awards were or will be forfeited. The amounts were calculated using the Monte Carlo simulation, as described in Note 10 of our audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2017. For 2017, the total aggregate grant date fair value of performance share award opportunities assuming the highest level of payout would be as follows:



Name		Aggregate ~~grant date fair value~~Grant Date Fair Value at ~~highest payout~~Highest Payout ($)
David L. Goodin		~~3,009,092~~5,767,500
Jason L. Vollmer		~~190,201~~1,528,381
David C. Barney		~~648,494~~1,542,806
Jeffrey S. Thiede		~~664,635~~1,528,381
Nicole A. Kivisto		~~573,910~~1,528,381
~~Doran N. Schwartz~~^a	~~594,380~~
^a~~Mr. Schwartz resigned effective September 29, 2017. As a result, he forfeited performance shares reported in column e.~~

MDU Resources Group, Inc. Proxy Statement 4364

Proxy Statement

2Amounts shown for 2022 represent the change in the actuarial present value for the named executive officers’ accumulated benefits under the pension plan, SISP, and Excess SISP, collectively referred to as the “accumulated pension change,” plus above-market earnings on deferred annual incentives as of December 31, 2022. Where the change in accumulated pension benefits is negative, executive compensation rules require the disclosure of the negative amount by footnote but note the negative amount should not be reflected in the sum reported in column (h) of the table.


²	Amounts shown for 2017 represent the change in the actuarial present value for the named executive officers’ accumulated benefits under the pension plan, SISP, and Excess SISP, collectively referred to as the “accumulated pension change,” plus above-market earnings on deferred annual incentives as of December 31, 2017.


Name	Accumulated Pension Change ($)	Above Market Earnings ($)
David L. Goodin	(1,048,574)	33,340
Jason L. Vollmer	(14,814)	—
David C. Barney	(262,364)	—
Jeffrey S. Thiede	—	—
Nicole A. Kivisto	(417,732)	1,294

Name
Accumulated Pension Change
($)

Above Market Interest
($)

David L. Goodin 330,392
12,335
Jason L. Vollmer 3,681
—
David C. Barney 93,786
—
Nicole A. Kivisto 96,629
302
Doran N. Schwartz 118,256
—

³All Other Compensation for 2022 is comprised of:


Name	Name	401(k) ($)^a	Life Insurance Premium ($)	Matching Charitable Contributions ($)	Nonqualified Defined Contribution Plan ($)	Total ($)	Name		401(k) Plan ($)a	Nonqualified Deferred Compensation Plan ($)b	Life Insurance Premium ($)	Matching Charitable Contributions ($)	Dividend Equivalents ($)c	Total ($)
David L. Goodin	David L. Goodin	39,150	621	1,200	—	40,971	David L. Goodin		44,189	—	774	3,600	143,675	192,238
Jason L. Vollmer	Jason L. Vollmer	24,826	280	500	22,550	48,156	Jason L. Vollmer		30,500	79,500	774	3,600	36,583	150,957
David C. Barney	David C. Barney	21,600	531	1,200	150,000	173,331	David C. Barney		24,400	150,000	774	1,200	38,117	214,491
Jeffrey S. Thiede	Jeffrey S. Thiede	21,600	543	1,020	100,000	123,163	Jeffrey S. Thiede		24,400	100,000	774	3,475	37,821	166,470
Nicole A. Kivisto	Nicole A. Kivisto	32,400	469	180	—	33,049	Nicole A. Kivisto		36,600	—	774	3,600	37,821	78,795
Doran N. Schwartz^b		36,000	365	300	—	36,665
^a	Represents company contributions to the 401(k) plan, which includes matching contributions and retirement contributions made after the pension plans were frozen at December 31, 2009.						a	Represents company contributions to the 401(k) plan, which includes matching contributions and retirement contributions associated with the frozen pension plans as of December 31, 2009.
^b	Mr. Schwartz resigned effective September 29, 2017.						b	Represents company contribution amounts to the MDU Resources Group, Inc. Deferred Compensation Plan (DCP) which are approved by the compensation committee and the board of directors. The purpose of the plan is to recognize outstanding performance coupled with enhanced retention as the DCP requires a vesting period. For further information, see the section entitled “Nonqualified Deferred Compensation for 2022.”
c							c	Represents accrued dividend equivalents for 2022 on the 2022-2024, 2021-2023, and 2020-2022 performance share awards associated with financial performance measures and restricted stock units. The 2022-2024 and 2021-2023 performance share awards are presented at target, and the 2020-2022 performance share awards are presented based on the actual achievement of the performance measures.


⁴	~~Mr. Vollmer was promoted to vice president, chief financial officer and treasurer effective September 30, 2017. He appears as a named executive officer for the first time in 2017.~~


⁵	Ms. Kivisto was promoted to president and chief executive officer of the electric and natural gas distribution segments effective January 9, 2015. She appears as a named executive officer for the first time in 2017.


⁶	~~Mr. Schwartz resigned effective September 29, 2017. As a result, he forfeited performance shares reported in column e.~~

4 On February 16, 2023, the company announced that Mr. Barney would cease serving in his position as chief executive officer of Knife River Corporation, the company’s construction materials and contracting segment, effective as of March 1, 2023.

4465 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

Grants of Plan-Based Awards in ~~2017~~2022

Estimated Future
Payouts Under Non-Equity
Incentive Plan Awards Estimated Future
Payouts Under Equity
Incentive Plan Awards
Grant Date Fair Value of
Stock and Option Awards
($)
(l)

Name
(a)
Grant
Date
(b)
Threshold
($)
(c)
Target
($)
(d)
Maximum
($)
(e)
Threshold
(#)
(f)
Target
(#)
(g)
Maximum
(#)
(h)

David L. Goodin 2/15/2017
¹
198,188
792,750
1,585,500

2/15/2017
²
12,378
61,890
123,780
1,504,546
Jason L. Vollmer⁴
2/15/2017
³
33,245
132,981
265,962

2/15/2017
²
782
3,912
7,824
95,101
David C. Barney 2/15/2017
¹
80,089
320,355
768,852

2/15/2017
²
2,668
13,338
26,676
324,247
Jeffrey S. Thiede 2/15/2017
¹
82,078
328,313
787,951

2/15/2017
²
2,734
13,670
27,340
332,318
Nicole A. Kivisto 2/15/2017
³
61,425
245,700
491,400

2/15/2017
²
2,361
11,804
23,608
286,955
Doran N. Schwartz⁵
2/15/2017
¹
63,619
254,475
508,950

2/15/2017
²
2,445
12,225
24,450
297,190


¹	~~Annual incentive for 2017 granted pursuant to the MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan.~~


²	~~Performance shares for the 2017-2019 performance period granted pursuant to the MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan.~~


³	~~Annual incentive for 2017 granted pursuant to the MDU Resources Group, Inc. Executive Incentive Compensation Plan.~~


⁴	~~Mr. Vollmer’s non-equity incentive award shown in columns c, d, and e is prorated based on his promotion effective September 30, 2017.~~


⁵	~~Mr. Schwartz resigned effective September 29, 2017, and forfeited his non-equity and equity incentive plan awards.~~


				Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#) (i)	Grant Date Fair Value of Stock and Option Awards ($) (l)
Name (a)		Grant Date (b)		Threshold ($) (c)	Target ($) (d)	Maximum ($) (e)	Threshold (#) (f)	Target (#) (g)	Maximum (#) (h)
David L. Goodin		2/17/2022	1	326,250	1,305,000	2,610,000
		2/17/2022	2				15,753	78,766	157,532		2,519,724
		2/17/2022	3							26,255	728,051
Jason L. Vollmer		2/17/2022	1	99,375	397,500	795,000
		2/17/2022	2				4,174	20,873	41,746		667,732
		2/17/2022	3							6,957	192,918
David C. Barney		2/17/2022	1	100,313	401,250	963,000
		2/17/2022	2				4,214	21,070	42,140		674,029
		2/17/2022	3							7,023	194,748
Jeffrey S. Thiede		2/17/2022	1	99,375	397,500	954,000
		2/17/2022	2				4,174	20,873	41,746		667,732
		2/17/2022	3							6,957	192,918
Nicole A. Kivisto		2/17/2022	1	178,875	397,500	795,000
		2/17/2022	2				4,174	20,873	41,746		667,732
		2/17/2022	3							6,957	192,918

1	Annual incentive for 2022 granted pursuant to the MDU Resources Group, Inc. Executive Incentive Compensation Plan.
2	Performance shares for the 2022-2024 performance period granted pursuant to the MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan.
3	Restricted Stock Units for the 2022-2024 period granted pursuant to the MDU Resources Group, Inc. Long-Term Performance-Based Incentive Plan.

Narrative Discussion Relating to the Summary Compensation Table

and Grants of Plan-Based Awards Table

Annual Incentive

The compensation committee recommended the ~~2017~~2022 annual cash incentive award ~~opportunities~~ for our named executive officers and the board approved these opportunities at its meeting on February ~~15, 2017.~~17, 2022. The ~~award opportunities~~awards at threshold, target, and maximum are reflected in columns (c), (d), and (e), respectively, of the Grants of Plan-Based Awards Table. The actual amount paid with respect to ~~2017~~2022 performance is reflected in column (g) of the Summary Compensation Table.

As described in the “Annual Cash Incentives” section of the “Compensation Discussion and Analysis,” payment of annual ~~award opportunities~~cash incentive awards is dependent upon achievement of performance measures; actual payout may range from 0% to 200% of the target except for the construction materials and contracting and construction services segments which may range from 0% to 240%.

~~Messrs. Goodin, Schwartz, Barney, and Thiede received their 2017~~ The DEI modifier adds or deducts up to 5% of the executives’ annual incentive award opportunities pursuant to the Long-Term Performance-Based Incentive Plan. To be eligible to receive a payment, they must remain employed by the company through December 31, 2017. Mr. Schwartz resigned his position effective September 29, 2017, and therefore was not eligible to receive an annual incentive award.

~~The performance measures associated with the annual incentive may not be adjusted if the adjustment would increase their annual incentive award payment, unless~~target based on the compensation committee determined and established the adjustment in writing within 90 days of the beginning of the performance period. The compensation committee may at its sole discretion use negative discretion based on subjective or objective measures and adjust any annual incentive award payment downward.committee’s assessment.

~~Mr. Vollmer and Ms. Kivisto~~All our named executive officers were awarded their annual ~~incentive opportunities~~cash incentives pursuant to the MDU Resources Group, Inc. Executive Incentive Compensation Plan. Under the Executive Incentive Compensation Plan, executives who retire during the year at or after age 65 remain

~~MDU Resources Group, Inc.~~ ~~Proxy Statement~~ 45

~~Proxy Statement~~

eligible to receive ana prorated award, but executives who terminate employment for other reasons are not eligible for an award. The compensation committee generally does not modify the performance measures; however, if ~~major unforeseen changes~~ in ~~economic and environmental~~years of unusually adverse or favorable external conditions or other unforeseen significant factors beyond the control of management, ~~substantially affected management’s ability to achieve the specified performance measures,~~ the compensation committee ~~in consultation with the CEO,~~ may modify the performance measures. In determining the 2022 annual incentive awards, the compensation committee approved adjustments to earnings from continuing operations of $612,000 after-tax for costs incurred associated with mergers and acquisitions at the construction materials and contracting segment and $12.7 million after-tax for costs incurred in connection with the company’s intent to separate the construction materials and contracting segment pursuant to a tax-free spinoff and the strategic review to optimize the value of the construction services segment. The compensation committee has full discretion to determine the extent to which goals have been achieved, the payment level,

MDU Resources Group, Inc. Proxy Statement 66

Proxy Statement

and whether to adjust payment of awards downward based upon individual performance. For further discussion of the specific ~~2017~~2022 incentive plan performance measures and results, see the “Annual Cash Incentives” section in the “Compensation Discussion and Analysis.”

Long-Term Incentive

The compensation committee recommended long-term incentive ~~award opportunities~~awards for the named executive officers in the form of 75% performance shares and 25% time-vesting restricted stock units, and the board approved the ~~award opportunities~~awards at its meeting on February ~~15, 2017.~~17, 2022. The portion of the long-term incentive ~~opportunities~~associated with performance shares are presented as the number of performance shares at threshold, target, and maximum in columns (f), (g), and (h) of the Grants of Plan-Based Awards Table. The value of the long-term performance-based incentive ~~opportunities is~~ based on the aggregate grant date fair value and is ~~reflected~~included in the amount recorded in column (e) of the Summary Compensation Table and column (l) of the Grant of Plan-Based Awards Table.

Depending on the achievement of the performance measures associated with our ~~2017-2019 total stockholder return compared to the total three-year stockholder returns~~2022-2024 performance period measured as of ~~our peer group companies,~~December 31, 2024, executives will receive from 0% to 200% of the target performance share awards in February ~~2020.~~2025. We also will pay dividend equivalents in cash on the number of shares actually vested for the performance period. The dividend equivalents will be paid in ~~2020~~February 2025 if and to the extent they vest and at the same time as the performance share awards are ~~issued.~~ Insettled.

The portion of the ~~event the company’s 2017-2019 total stockholder return is negative,~~long-term incentive associated with time-vesting restricted stock units are presented as the number of shares that would otherwise vest for the performance period will be reduced from 50% to 100%. For further discussion of the specific long-term incentive plan, see the “Long-Term Incentives” section in the “~~Compensation Discussion and Analysis~~.”

~~Nonqualified Defined Contribution Plan~~

The CEO recommends participants and contribution amounts to the Nonqualified Defined Contribution Plan which are approved by the compensation committee of the board of directors. The purpose of the plan is to recognize outstanding performance coupled with enhanced retention as the Nonqualified Defined Contribution Plan requires a vesting period. The amount shownunits in column (i) ~~- All Other Compensation~~of the Grants of Plan-Based Awards Table. The value of the time-vesting restricted stock units is based on the aggregate grant date value and is included in the amount recorded in column (e) of the Summary Compensation Table ~~includes contributions~~and column (l) of ~~$100,000 for Mr. Thiede, $150,000 for Mr. Barney,~~the Grant of Plan-Based Awards Table.

The 2022-2024 time-vesting restricted stock units will vest on December 31, 2024, if the executives remain employed with the company through the vesting date. Settlement of the restricted stock units and ~~$22,550 for Mr. Vollmer. For further information, see the section entitled “Nonqualified Deferred Compensation for 2017~~.”payment of dividend equivalents will occur in February 2025.

Salary and Bonus in Proportion to Total Compensation

The following table shows the proportion of salary and bonus to total ~~compensation:~~compensation as presented in the Summary Compensation Table. Bonuses for purposes of this table and the Summary Compensation Table refer to discretionary payments to executive officers outside of our executive incentive plans as described above. No bonuses were paid to the executive officers in 2022.


Name	Salary ($)		Bonus ($)		Total Compensation ($)		Salary and Bonus as a % of Total Compensation
David L. Goodin		1,044,000		—		5,257,289		19.9	%
Jason L. Vollmer		530,000		—		1,766,989		30.0	%
David C. Barney		535,000		—		1,931,645		27.7	%
Jeffrey S. Thiede		530,000		—		2,170,462		24.4	%
Nicole A. Kivisto		530,000		—		1,737,461		30.5	%

Name Salary
($) Bonus
($) Total
Compensation
($) Salary and Bonus
as a % of
Total Compensation
David L. Goodin 792,750 —
4,058,001 19.5 %
Jason L. Vollmer 256,625 —
634,551 40.4 %
David C. Barney 427,140 —
1,502,240 28.4 %
Jeffrey S. Thiede 437,750 —
1,636,860 26.7 %
Nicole A. Kivisto 378,000 —
1,228,841 30.8 %
Doran N. Schwartz

291,748

—

743,859

39.2 %

4667 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

Outstanding Equity Awards at Fiscal Year-End ~~2017~~2022


	Stock Awards
Name (a)	Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (g)1	Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (h)2	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)3	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)2
David L. Goodin	51,971	1,576,800	238,106	7,224,136
Jason L. Vollmer	13,707	415,870	59,207	1,796,340
David C. Barney	14,083	427,278	62,286	1,889,757
Jeffrey S. Thiede	13,948	423,182	61,882	1,877,500
Nicole A. Kivisto	13,948	423,182	61,882	1,877,500

Stock Awards
Name
(a)
Number of Shares
or Units of Stock
That Have Not
Vested
(#)
(g)

Market Value of Shares
or Units of Stock
That Have Not Vested
($)
(h)

Equity Incentive Plan Awards:
Number of Unearned Shares,
Units or Other Rights That
Have Not Vested
(#)
(i)¹

Equity Incentive Plan Awards:
Market or Payout Value of
Unearned Shares, Units
or Other Rights That
Have Not Vested
($)
(j)²

David L. Goodin —
—
354,234
9,521,810
Jason L. Vollmer —
—
14,138
380,029
David C. Barney —
—
63,998
1,720,266
Jeffrey S. Thiede —
—
67,544
1,815,583
Nicole A. Kivisto —
—
60,317
1,621,321
Doran N. Schwartz³
—
—
71,267
1,915,657


¹	~~Below is a breakdown by year of the outstanding performance share plan awards:~~

1 Below is the breakdown by year of the outstanding restricted stock unit awards:


						2020-2022 Award	2021-2023 Award	2022-2024 Award	Total
	2015 Award	2016 Award	2017 Award	Total
Performance Period End	12/31/2017	12/31/2018	12/31/2019
Name					Name	(#)
David L. Goodin	144,328	197,528	12,378	354,234	David L. Goodin	n/a	25,716	26,255	51,971
Jason L. Vollmer	3,822	9,534	782	14,138	Jason L. Vollmer	n/a	6,750	6,957	13,707
David C. Barney	23,490	37,840	2,668	63,998	David C. Barney	n/a	7,060	7,023	14,083
Jeffrey S. Thiede	25,276	39,534	2,734	67,544	Jeffrey S. Thiede	n/a	6,991	6,957	13,948
Nicole A. Kivisto	24,468	33,488	2,361	60,317	Nicole A. Kivisto	n/a	6,991	6,957	13,948
Doran N. Schwartz	29,056	39,766	2,445	71,267

~~Shares~~2 Value based on the number of performance shares and restricted stock units reflected in columns (g) and (i) multiplied by $30.34, the year-end per share closing stock price for 2022.

3 Below is a breakdown by year of the outstanding performance share awards:


	2020-2022 Award	2021-2023 Award	2022-2024 Award	Total
Name	(#)	(#)	(#)	(#)
David L. Goodin	82,191	77,149	78,766	238,106
Jason L. Vollmer	18,082	20,252	20,873	59,207
David C. Barney	20,034	21,182	21,070	62,286
Jeffrey S. Thiede	20,034	20,975	20,873	61,882
Nicole A. Kivisto	20,034	20,975	20,873	61,882

Performance shares for the ~~2015~~2020 award are shown at the ~~maximum~~target level ~~(200%~~(100%) based on results for the ~~2015-2017~~2020-2022 performance ~~cycle above target.~~period being between threshold and target.

~~Shares~~Performance shares for the ~~2016~~2021 award are shown at the ~~maximum~~target level ~~(200%~~(100%) based on results for the first two years of the ~~2016-2018~~2021-2023 performance ~~cycle above target.~~period being between threshold and target.

~~Shares~~Performance shares for the ~~2017~~2022 award are shown at the ~~threshold (20%~~target level (100%) based on results for the first year of the ~~2017-2019~~2022-2024 performance ~~cycle below threshold.~~period being between threshold and target.


²	~~Value based on the number of performance shares reflected in column (i) multiplied by $26.88, the year-end per share closing stock price for 2017.~~


³	~~Mr. Schwartz resigned his position effective September 29, 2017. As a result, he forfeited all shares associated with the 2015-2017, 2016-2018, and 2017-2019 performance periods.~~

While for purposes of the Outstanding Equity Awards at Fiscal Year-End ~~2017 Table,~~2022 table, the number of shares and value shown for the ~~2015-2017~~2020-2022 performance ~~cycle~~period is at ~~200%~~100% of target, the actual results for the performance period certified by the compensation committee and settled on February 16, ~~2018,~~2023, was ~~144%~~91.7% of target. For further information, see the “Long-Term Incentives” section of the “Compensation Discussion and Analysis.”

MDU Resources Group, Inc. Proxy Statement 4768

Proxy Statement

Option Exercises and Stock Vested During ~~2017~~2022


		Stock Awards
Name (a)		Number of Shares Acquired on Vesting (#) (d)1	Value Realized on Vesting ($) (e)2
David L. Goodin		133,980	4,467,563
Jason L. Vollmer		26,795	893,479
David C. Barney		32,656	1,088,914
Jeffrey S. Thiede		32,656	1,088,914
Nicole A. Kivisto		32,656	1,088,914
1	Reflects performance shares for the 2019-2021 performance period ended December 31, 2021, which were settled February 17, 2022.
2	Reflects the value of vested performance shares based on the closing stock price of $30.84 per share upon the vesting of stock on December 31, 2021 and the dividend equivalents paid on the vested shares.

Stock Awards
Name
(a)
Number of Shares
Acquired on Vesting
(#)
(d)¹

Value Realized
on Vesting
($)
(e)²

David L. Goodin 22,900
654,368

Jason L. Vollmer —
—

David C. Barney 5,081
145,190

Jeffrey S. Thiede 5,349
152,848

Nicole A. Kivisto 2,755
78,724

Doran N. Schwartz 6,017
171,936

¹
Reflects performance shares for the 2014-2016 performance period ended December 31, 2016, which were approved February 16, 2017.
²
Reflects the value of vested performance shares based on the closing stock price of $26.37 per share on February 16, 2017, and the dividend equivalents paid on the vested shares.

Pension Benefits for ~~2017~~2022


Name (a)	Name (a)	Plan Name (b)	Number of Years Credited Service (#) (c)¹	Present Value of Accumulated Benefit ($) (d)	Payments During Last Fiscal Year ($) (e)	Name (a)		Plan Name (b)	Number of Years Credited Service (#) (c)1	Present Value of Accumulated Benefit ($) (d)
David L. Goodin	David L. Goodin	Pension	26	1,220,459	—	David L. Goodin		Pension	26	1,060,191
		Basic SISP ²	10	2,500,218	—			Basic SISP	10	2,431,755
		Excess SISP ³	26	39,023	—			Excess SISP 2	26	34,871

Jason L. Vollmer	Jason L. Vollmer	Pension	4	24,451	—	Jason L. Vollmer		Pension	4	18,862
								Basic SISP 2	n/a	—
		Basic SISP ²	n/a	—	—			Excess SISP 2	n/a	—
		Excess SISP ³	n/a	—	—
David C. Barney	David C. Barney	Pension ³	n/a	—	—	David C. Barney		Pension 2	n/a	—
		Basic SISP ²	10	1,477,483	—			Basic SISP	10	1,401,382
		Excess SISP ³	n/a	—	—			Excess SISP 2	n/a	—

Jeffrey S. Thiede	Jeffrey S. Thiede	Pension ³	n/a	—	—	Jeffrey S. Thiede		Pension 2	n/a	—
								Basic SISP 2	n/a	—
		Basic SISP ³	n/a	—	—			Excess SISP 2	n/a	—
		Excess SISP ³	n/a	—	—
Nicole A. Kivisto	Nicole A. Kivisto	Pension	14	254,722	—	Nicole A. Kivisto		Pension	14	192,573
		Basic SISP ²	6	489,832	—			Basic SISP	10	387,572
		Excess SISP ³	n/a	—	—
Doran N. Schwartz		Pension	4	125,585	—
		Basic SISP ²	10	923,825	—			Excess SISP 2	n/a	—
		Excess SISP ³	n/a	—	—

¹	Years of credited service related to the pension plan reflects the years of participation in the plan as of December 31, 2009, when the pension plan was frozen. Years of credited service related to the Basic SISP reflects the years toward full vesting of the benefit which is 10 years. Years of credited service related to Excess SISP reflects the same number of credited years of services as the pension plan.					1	Years of credited service related to the pension plan reflects the years of participation in the plan as of December 31, 2009, when the pension plan was frozen. Years of credited service related to the Basic SISP reflects the years toward full vesting of the benefit which is 10 years. Years of credited service related to Excess SISP reflects the same number of credited years of service as the pension plan.

²	The present value of accumulated benefits for the Basic SISP assumes the named executive officer would be fully vested in the benefit on the benefit commencement date; therefore, no reduction was made to reflect actual vesting levels.					2	Messrs. Barney and Thiede do not participate in the pension plans. Messrs. Vollmer and Thiede do not participate in the SISP. Mr. Goodin is the only named executive officer eligible to participate in the Excess SISP.

³	Messrs. Barney and Thiede are not eligible to participate in the pension plans. Mr. Thiede does not participate in the SISP. Mr. Goodin is the only named executive officer eligible to participate in the Excess SISP.

4869 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

The amounts shown for the pension plan, Basic SISP, and Excess SISP represent the actuarial present values of the executives’ accumulated benefits accrued as of December 31, ~~2017,~~2022, calculated using:

•a ~~3.18%~~4.97% discount rate for the Basic SISP and Excess SISP;

•a ~~3.36%~~5.04% discount rate for the pension plan;

•the Society of Actuaries ~~RP-2014 Adjusted to 2006~~Pri-2012 Total Dataset Mortality with Scale ~~MP-2017 for post-retirement mortality;~~MP-2021 (post commencement only); and

•no recognition of ~~future salary increases or~~ pre-retirement mortality.

The actuary assumed a retirement age of 60 for the pension, Basic SISP, and Excess SISP benefits and assumed retirement benefits commence at age 60 for the pension and Excess SISP and age 65 for Basic ~~and Excess~~ SISP benefits.

Pension Plan

The MDU Resources Group, Inc. Pension Plan for Non-Bargaining Unit Employees (pension plan) applies to employees hired before 2006 and was amended to cease benefit accruals as of December 31, 2009. The benefits under the pension plan are based on a participant’s average annual salary over the 60 consecutive month period where the participant received the highest annual salary between 1999 and 2009. Benefits are paid as straight life annuities for single participants and as actuarially reduced annuities with a survivor benefit for married participants unless they choose otherwise.

Supplemental Income Security Plan

The Supplemental Income Security Plan (SISP), a nonqualified defined benefit ~~nonqualified~~ retirement plan, iswas offered to select key managers and executives. SISP benefits are determined by reference to levels defined within the plan. Our compensation committee, after receiving recommendations from our CEO, determined each participant’s level within the plan. On February 11, 2016, the SISP was amended to exclude new participants to the plan and freeze current benefit levels for existing participants.

Basic SISP Benefits

Basic SISP is ~~a supplemental retirement benefit~~ intended to augment the retirement income provided under the pension ~~plans.~~plans and are payable to the participant or their beneficiary for a period of 15 years. The Basic SISP benefits are subject to ~~the following ten-year~~a vesting ~~schedule:~~

~~0% vesting for less than three years of participation;~~

~~20% vesting for three years of participation;~~

~~40% vesting for four years of participation; and~~

~~an additional 10% vesting for each additional year of participation up to~~schedule where participants are 100% ~~vesting for~~vested after ten years of ~~participation.~~participation in the plan.

Participants can elect to receive the Basic SISP as:

•monthly retirement benefits only;

•monthly death benefits paid to a beneficiary only; or

•a combination of retirement and death benefits, where each benefit is reduced proportionately.

Regardless of the election, if the participant dies before the SISP retirement benefit commences, only the SISP death benefit is provided.

Basic SISP benefits vested as of December 31, 2004, are grandfathered under Section 409A of the Internal Revenue Code (Section 409A) and are subject to the SISP provisions then in effect. Typically, the grandfathered Section 409A SISP benefits are paid over 15 years, with benefits commencing when the participant attains age 65 or when the participant retires if they work beyond age 65. Basic SISP benefits vesting after December 31, 2004, are governed by amended provisions in the plan intended to comply with Section 409A. The SISP benefits for key employees as defined by Section 409A commence six months after the participant attains age 65 or when the participant retires if they work beyond age 65. The benefits are paid over a 173-month period where the first payment includes the equivalent of six months of payments plus interest equal to one-half of the annual prime interest rate on the participant’s last date of employment.

~~The following are Messrs. Goodin and Barney’s benefits under the grandfathered provision and those subject to Section 409A.~~

Grandfathered
($)

Subject to §409A
($)
Total
($)

David L. Goodin 271,291
2,228,927
2,500,218
David C. Barney 362,075
1,115,408
1,477,483

~~MDU Resources Group, Inc.~~ ~~Proxy Statement~~ 49

~~Proxy Statement~~

Excess SISP Benefits

Excess SISP is an additional retirement benefit relating to Internal Revenue Code limitations on retirement benefits provided under the pension plans. Excess SISP benefits are equal to the difference between the monthly retirement benefits that would have been payable to the participant under the pension plans absent the limitations under the Internal Revenue Code and the actual benefits payable to the participant under the pension plans. Participants are only eligible for the Excess SISP benefits if the participant is fully vested under the pension plan, their employment terminates prior to age 65, and benefits under the pension plan are reduced due to limitations under the Internal Revenue Code on plan compensation.

In 2009, the SISP was amended to limit eligibility for the Excess SISP benefit. Mr. Goodin is the only named executive officer eligible for the Excess SISP ~~benefit and must remain employed with the company until age 60 in order to receive the~~ benefit. Benefits generally commence six months after the participant’s employment terminates and continue to age 65 or until the death of the participant, if prior to age 65.

Both Basic and Excess SISP benefits are forfeited if the participant’s employment is terminated for cause.

MDU Resources Group, Inc. Proxy Statement 70

Proxy Statement

Nonqualified Deferred Compensation for ~~2017~~2022

Deferred Annual Incentive Compensation

Executives participating in the ~~annual incentive compensation plans may~~Executive Incentive Compensation Plan could elect to defer up to 100% of their annual incentive ~~awards. Deferred amounts~~awards which would accrue interest at a rate determined ~~annually by~~each year based on an average of the ~~compensation committee.~~Treasury High Quality Market Corporate Bond Yield Curve for the last business day of each month for the twelve month period from October to September. The interest rate in effect for ~~2017~~2022 was ~~4.38% based on an average~~3.06%. Payment of ~~the Moody’s U.S. Long-Term Corporate Bond Yield Average for “A” and “Baa” rated companies. The~~ deferred ~~amount will be paid~~amounts is in accordance with the participant’s election either as lump sum or in monthly installments not to exceed 120 months, following termination of employment or beginning in the fifth year following the year the award was earned. ~~The amounts are paid in accordance with the participant’s election in either a lump sum or in monthly installments not to exceed 120 months.~~ In the event of a change of control, all amounts deferred would immediately become payable. For purposes of deferred annual incentive compensation, a change of control is defined as:

•an acquisition during a 12-month period of 30% or more of the total voting power of our stock;

•an acquisition of our stock that, together with stock already held by the acquirer, constitutes more than 50% of the total fair market value or total voting power of our stock;

•replacement of a majority of the members of our board of directors during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of our board of directors; or

•acquisition of our assets having a gross fair market value at least equal to 40% of the gross fair market value of all of our assets.

The deferred compensation provision of the Executive Incentive Compensation Plan was frozen to new contributions effective January 1, 2021.

Nonqualified Defined Contribution Plan

The company adopted the Nonqualified Defined Contribution Plan, effective January 1, 2012, to provide deferred compensation for a select group of employees. ~~The~~Company contributions to participant accounts were approved by the compensation committee ~~approves the amount of employer contributions under the Nonqualified Defined Contribution Plan~~ and ~~the obligations under the plan~~ constitute an unsecured promise of the company to make such payments. ~~The company credits contributions to plan~~Participant accounts ~~which~~ capture the hypothetical investment experience based on the participant’s elections. Participants may select from a group of investment options including fixed income, balance/asset allocation, and various equity offerings. Contributions made prior to 2017 vest four years after each contribution while contributions made in and after 2017 vest ratably over a three-year period in accordance with the terms of the plan. Contributions made in 2017 vest rateably over a three-year period with 1/3 vesting after the first year, an additional 1/3 after the second year, and the final 1/3 after the third year. Amounts shown as aggregate earnings in the table below for Messrs. Vollmer, Barney, and Thiede reflect the change in investment value at market rates. Participants may elect to receive their vested contributions and investment earnings either in a lump sum ~~upon separation from service with the company~~ or in annual installments over a period of years upon ~~the later of (i)~~ separation from service ~~and (ii) age 65.~~with the company. Plan benefits become fully vested if the participant dies while actively employed. Benefits are forfeited if the participant’s employment is terminated for cause. The Nonqualified Defined Contribution Plan was frozen to new participants and contributions effective January 1, 2021.

MDU Resources Group, Inc. Deferred Compensation Plan

The company adopted the MDU Resources Group, Inc. Deferred Compensation Plan, effective January 1, 2021, to replace the option to defer annual incentive payments available under the Executive Incentive Compensation Plan and company contributions to participants’ accounts through the Nonqualified Defined Contribution Plan. Under the MDU Resources Group, Inc. Deferred Compensation Plan, participants can defer up to 80% of base salary and up to 100% of their annual incentive payment. The company provides discretionary credits to select individuals recommended by the CEO and approved by the compensation committee, similar to the prior Nonqualified Defined Contribution Plan. Participants are 100% vested in their contributions of salary and/or annual incentive but vesting of discretionary employer credits occurs ratably over three years. Participants can establish one or more retirement or in-service accounts which capture the hypothetical investment experience based on a suite of investment options similar to the Nonqualified Defined Contribution Plan. Participants may elect to receive their vested contributions and investment earnings either in a lump sum or in annual installments over a period of years upon a qualifying distribution event. Plan benefits become fully vested if the participant dies or becomes disabled while actively employed. Benefits are forfeited if the participant’s employment is terminated for cause.

5071 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

The table below includes individual ~~contributions from~~ deferrals of salary and/or annual incentive ~~compensation~~ and company contributions made during 2022 under the ~~Nonqualified Defined Contribution Plan:~~MDU Resources Group, Inc. Deferred Compensation Plan. Aggregate earnings and the balance represent the combined participant earnings and participant balances under all three nonqualified plans.


Name (a)		Executive Contributions in Last FY ($) (b)	Registrant Contributions in Last FY ($) (c)	Aggregate Earnings in Last FY ($) (d)	Aggregate Withdrawals/ Distributions ($) (e)	Aggregate Balance at Last FYE ($) (f)



David L. Goodin		—	—	118,713	—	3,939,330
Jason L. Vollmer		31,239	79,500	(70,817)	—	344,408	1
David C. Barney		—	150,000	(130,673)	—	1,032,190	2
Jeffrey S. Thiede		—	100,000	(216,555)	—	1,258,225	3
Nicole A. Kivisto		—	—	4,607	—	152,862

1	Mr. Vollmer deferred 6% of his base salary and received company credit of $79,500 under the MDU Resources Group, Inc. Deferred Compensation Plan (DCP) for 2022. Mr. Vollmer’s balance also includes employer contributions of $49,000 to the DCP for 2021 and $44,000, $40,000, $35,000, and $22,550 for 2020, 2019, 2018, and 2017, respectively to the Nonqualified Defined Contribution Plan. Each of these amounts are reported in column (i) of the Summary Compensation Table for its respective year, where applicable.
2	Mr. Barney received $150,000 under the MDU Resources Group, Inc. Deferred Compensation Plan for 2022. Mr. Barney’s balance also includes contributions of $150,000 to the DCP for 2021 and contributions of $150,000 to the Nonqualified Defined Contribution Plan for each of 2020, 2019, 2018, and 2017. Each of these amounts are reported in column (i) of the Summary Compensation Table for its respective year, where applicable.
3	Mr. Thiede received $100,000 under the MDU Resources Group, Inc. Deferred Compensation Plan for 2022. Mr. Thiede’s balance also includes contributions of $100,000 to the DCP for 2021 and contributions of $100, 000 to the Nonqualified Defined Contribution Plan for each of 2020, 2019, 2018, 2017, and 2016; $150,000 for 2015; $75,000 for 2014; and $33,000 for 2013. Each of these amounts were reported in column (i) of the Summary Compensation Table in the Proxy Statement for its respective year, where applicable.

MDU Resources Group, Inc. Proxy Statement 72

Name
(a)

Executive
Contributions in
Last FY
($)
(b)

Registrant
Contributions in
Last FY
($)
(c)

Aggregate
Earnings in
Last FY
($)
(d)

Aggregate
Withdrawals/
Distributions
($)
(e)

Aggregate
Balance at
Last FYE
($)
(f)

David L. Goodin 527,745
—
28,630
—
752,052
¹
Jason L. Vollmer —
22,550
5,125
—
27,675
²
David C. Barney —
150,000
23,341
—
173,341
³
Jeffrey S. Thiede —
100,000
83,052
—
579,981
⁴
Nicole A. Kivisto —
—
723
—
16,945

Doran N. Schwartz —
—
—
—
—

¹
Mr. Goodin deferred 50% of his 2016 annual incentive compensation which was $1,055,490 as reported in the Summary Compensation Table for 2016.
²
Mr. Vollmer received $22,550 under the Nonqualified Defined Contribution Plan for 2017. This is reported in column (i) of the Summary Compensation Table for 2017.
³
Mr. Barney received $150,000 under the Nonqualified Defined Contribution Plan for 2017. This is reported in column (i) of the Summary Compensation Table for 2017.
⁴
Mr. Thiede received $100,000 under the Nonqualified Defined Contribution Plan for 2017. Mr. Thiede’s balance also includes contributions of $100,000 for 2016, $150,000 for 2015, $75,000 for 2014, and $33,000 for 2013. Each of these amounts is reported in column (i) of the Summary Compensation Table in the Proxy Statement for its respective year, where applicable.

Proxy Statement

Potential Payments upon Termination or Change of Control

The Potential Payments upon Termination or Change of Control Table shows the payments and benefits our named executive officers would receive in connection with a variety of employment termination scenarios or upon a change of control. The scenarios include:

•Voluntary or Not for Cause Termination;

•Death;

•Disability;

•Change of Control with Termination; and

•Change of Control without Termination.

For the named executive officers, the information assumes the terminations or the change of control occurred on December 31, ~~2017. Mr. Schwartz received no actual termination payments upon his resignation effective September 29, 2017.~~2022.

The table excludes compensation and benefits ~~that~~ our named executive officers would ~~have already earned~~earn during their employment with us whether or not a termination or change of control event had ~~occurred or provided~~occurred. The tables also do not include benefits under plans or arrangements generally available to all salaried employees and that do not discriminate in favor of the named executive officers, ~~and that are generally available to all salaried employees,~~ such as benefits under our qualified defined benefit pension plan (for employees hired before 2006), accrued vacation pay, continuation of health care benefits, and life insurance benefits. The tables also do not include deferred compensation under our Executive Incentive Compensation Plan, Nonqualified Defined Contribution Plan, or ~~deferred annual compensation~~MDU Resources Group, Inc. Deferred Compensation Plan. These amounts ~~which~~ are shown and explained in the “Nonqualified Deferred Compensation for ~~2017~~202 2” Table.

Compensation

~~Upon~~We typically do not have employment or severance agreements with our executives entitling them to specific payments upon termination of employment or a change of control annual incentives granted under our Long-Term Performance-Based Incentive Plan (LTIP) would vest at target and be paid in cash. Messrs. Goodin, Barney, and Thiede were awarded their annual incentives for 2017 underof the ~~LTIP and would receive the value of their annual incentive~~company. The compensation ~~at the target amount under the~~committee generally considers providing severance benefits on a case-by-case basis. Any post-employment or change of control ~~scenarios. Having been employed for the entire year,~~benefits available to our executives are addressed within our incentive and retirement plans. Because severance payments are discretionary, no amounts are ~~shown for annual incentives~~presented in the tables for Messrs. Goodin, Barney, and Thiede under termination scenarios, as they would be eligible to receive their annual incentive award based on the level that performance measures were achieved for the performance period regardless of a termination scenario occurring on December 31, 2017.tables.

~~Mr. Vollmer and Ms. Kivisto~~All our named executive officers were granted their 2022 annual incentive award under the Executive Incentive Compensation Plan (EICP) which has no change of control provision in regards to annual incentive compensation other than for deferred compensation. ~~Unless otherwise determined by the compensation committee for named executive officers, or employment termination after age 65, the~~The EICP requires participants to remain employed with the company through the service year to be eligible for a ~~payout. Having been~~payout unless otherwise determined by the compensation committee for executive officers or employment termination after age 65. All our scenarios assume a termination or change in control event on December 31st. In these scenarios, the named executive officers would be considered employed for the entire performance period ~~no amounts are shown for annual incentives in the tables for Mr. Vollmer or Ms. Kivisto, as they~~and would be eligible to receive their annual incentive award based on the level that the performance measures were ~~achieved~~achieved. Therefore, no amounts are shown for annual incentives in the ~~performance period regardless of~~tables for our named executive officers, as they would be eligible to receive their annual incentive award with or without a termination or change of control ~~scenarios occurring~~ on December 31, ~~2017.~~2022.

~~MDU Resources Group, Inc.~~ ~~Proxy Statement~~ 51

~~Proxy Statement~~

All named executive officers received their equity share awards under the Long-Term Performance-Based Incentive Plan (LTIP) which consist of performance share awards for the 2020-2022, 2021-2023 and 2022-2024 vesting periods and restricted stock units for the 2021-2023 and 2022-2024 vesting periods.

Upon a change of control ~~performance share awards under the LTIP would be deemed fully earned and vest at their target levels for the named executive officers. For this purpose, the term “change of control”~~(with or without termination), is defined in the LTIP as:

•the acquisition by an individual, entity, or group of 20% or more of our outstanding common stock;

•a majority of our board of directors whose election or nomination was not approved by a majority of the incumbent board members;

•consummation of a merger or similar transaction or sale of all or substantially all of our assets, unless our stockholders immediately prior to the transaction beneficially own more than 60% of the outstanding common stock and voting power of the resulting corporation in substantially the same proportions as before the merger, no person owns 20% or more of the resulting corporation’s outstanding common stock or voting power except for any such ownership that existed before the merger and at least a majority of the board of the resulting corporation is comprised of our directors; or

•stockholder approval of our liquidation or dissolution.

As a result, in the case of a change of control (with or without termination) both performance share awards and restricted stock unit awards would be deemed fully earned and vest at their target levels for the named executive officers.

73 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

For ~~termination scenarios~~our performance share awards, if a participant terminates employment for any reason other than a change of control ~~our award agreements provide that~~or prior to reaching age 55 with 10 years of service, their performance share awards are ~~forfeited if the participant’s employment terminates before the participant has reached age 55 and completed 10 years of service.~~forfeited. If a ~~participant’s~~participant terminates employment ~~is terminated~~for any reason other than for cause after reaching age 55 and completing 10 years of service, performance ~~shares~~share awards are prorated as follows:

•termination of employment during the first year of the ~~performance~~vesting period = ~~shares~~equity share awards are forfeited;

•termination of employment during the second year of the ~~performance~~vesting period = ~~performance shares~~equity share awards earned are prorated based on the number of months employed during the ~~performance~~vesting period; and

•termination of employment during the third year of the ~~performance~~vesting period = full amount of any ~~performance shares~~equity share awards earned are received.

Under the scenarios of voluntary or not for cause termination, ~~scenarios,~~disability or death, Messrs. Goodin, Barney, and Thiede would receive performance shares as they have each reached age 55 and have 10 or more years of service. The number of performance shares received would be based on the following:

~~2015-2017~~•2020-2022 performance shares would vest based on the achievement of the performance measure for the period ended December 31, ~~2017,~~2022, which was ~~144%~~91.7%;

~~2016-2018~~•2021-2023 performance shares would be prorated at 24 out of 36 months (2/3) of the ~~performance~~vesting period and vest based on the actual achievement of the performance measure for the period ended December 31, ~~2018.~~2023. For purposes of the Potential Payments upon Termination or Change of Control Table, the ~~vesting~~performance achievement for the performance period is shown at ~~100%;~~target; and

~~2017-2019~~•2022-2024 performance shares would be forfeited.

Neither Ms. Kivisto nor Mr. Vollmer have reached age 55; therefore, they are not eligible for vesting of performance shares in the event of their termination, death or disability.

Our restricted stock unit award agreement provides that restricted stock unit share awards are forfeited if the participant’s employment terminates for situations other than death, disability or before the participant has reached age 55 with 10 years of service. If a participant’s employment terminates after reaching age 55 and completing 10 years of service, restricted stock unit share awards are prorated as follows:

•termination of employment during the first year of the vesting period = restricted stock unit awards are forfeited;

•termination of employment during the second year of the vesting period = restricted stock unit awards earned are prorated based on the number of months employed during the vesting period; and

•termination of employment during the third year of the vesting period = full amount of any restricted stock unit awards earned are received.

In situations of death or disability, the restricted stock unit awards earned would be prorated based on the number of full months of employment completed prior to death or disability during the vesting period.

For 2022, our awards include restricted stock units for the 2021-2023 and 2022-2024 vesting periods. In the case of voluntary or not for cause termination, Messrs. Goodin, Barney and Thiede would forfeit their 2022-2024, restricted stock units but receive their 2021-2023 restricted stock units based on a proration of 24 out of 36 months (2/3). Since neither Ms. Kivisto or Mr. Vollmer have reached age 55, in the case of voluntary or not for cause termination, they would forfeit their 2021-2023 and 2022-2024 restricted stock unit awards.

In the case of termination due to death or disability, all our named executive officers would receive 1/3 of the granted shares associated with the 2022-2024 award based on 12 out of 36 months of the vesting period and 2/3 of the granted shares associated with the 2021-2023 award based on 24 out of 36 months of the vesting period.

For purposes of calculating the performance share and restricted stock unit award value shown in the Potential Payments upon Termination or Change of Control Table, the number of vesting shares was multiplied by the average of the high and low stock price for the last market day of the year, which was December ~~29, 2017.~~31, 2022. Dividend equivalents based on the number of vesting shares are also included in the amounts presented.

~~Neither Ms. Kivisto nor Mr. Vollmer have reached age 55; therefore, they are not eligible for vesting of performance shares in the event of their termination.~~

MDU Resources Group, Inc. Proxy Statement 74

Proxy Statement

Benefits ~~and Perquisites~~

Supplemental Income Security Plan

As described in the “Pension Benefits for 202 2” section, the Basic SISP ~~benefits presented in the Potential Payments upon Termination or Change of Control Table represent the present value of vested Basic SISP as of December 31, 2017~~provides benefit payments for ~~payments~~15 years commencing at the latter of retirement or age ~~65 and payable for 15 years. Only~~65. Of the named executive officers, only Messrs. Goodin, Barney, and Ms. Kivisto ~~are eligible for~~participate in the Basic SISP ~~benefits. While Messrs. Goodin~~benefits and ~~Barney~~ are 100% vested in their benefit.

Under all scenarios except death and change of control without termination, the payment represents the present value of the vested Basic SISP benefit ~~Ms. Kivisto entered the plan in 2011 and is only 70% vested in her SISP benefit at~~as of December 31, ~~2017.~~2022, using the monthly retirement benefit shown in the table below and a discount rate of 4.97%. In the event of death, Messrs. Goodin, Barney, and Ms. Kivisto’s beneficiaries would receive monthly death benefit payments for 15 years. The Potential Payments upon Termination or Change of Control Table shows the present value calculations ~~used~~of the monthly death benefit using the 4.97% discount rate.


	Monthly SISP Retirement Payment ($)	Monthly SISP Death Payment ($)
David L. Goodin	23,040	46,080
David C. Barney	10,936	21,872
Nicole A. Kivisto	6,572	13,144

Because the plan requires a ~~3.18% discount rate~~participant to be no longer actively employed by the company in order to be eligible for payments, we do not show benefits for the change of control without a termination scenario.

Mr. Goodin is the only named executive officer eligible for the Excess SISP. Benefits generally commence six months after the participant’s employment terminates and continue to age 65 or until the death of the participant, if prior to age 65. As explained in the “Pension Benefits for 202 2”, Excess SISP benefits are equal to the difference between the monthly retirement benefits that would have been payable to the participant under the pension plans absent the limitations under the Internal Revenue Code and the ~~following monthly SISP benefit payments:~~

Monthly SISP Retirement Payment
($)

Monthly SISP Death Payment
($)

David L. Goodin 23,040
46,080
David C. Barney 10,936
21,872
Nicole A. Kivisto 3,500
13,144

~~52 MDU Resources Group, Inc.~~ ~~Proxy Statement~~

~~Proxy Statement~~

~~The~~actual benefits payable to the participant under the pension plans. Under all scenarios except death or change of control without termination, the payment represents the present value of the monthly Excess SISP benefit ~~under the disability scenario for Ms. Kivisto reflects credit for two additional years~~discounted using a rate of ~~vesting or 90% as provided for in the plan. The terms of the Basic SISP benefit are described following the Pension Benefits for 2017 Table.~~4.97%

Disability

We provide disability benefits to some of our salaried employees equal to 60% of their base salary, subject to a salary limit of $200,000 for officers and $100,000 for other salaried ~~employees when calculating benefits.~~employees. For all eligible employees, disability payments continue until ~~age 65 if disability occurs at or before age 60 and for five years if disability occurs between the ages of 60 and 65.~~ as follows:


Age When Disabled			Benefits Payable
Prior to age 60			To age 65
Ages 60 to 64			60 months
Ages 65-67			To age 70
Age 68 and over			24 months

Disability benefits are reduced for amounts paid as retirement benefits which include pension and SISP benefits. The disability ~~amounts~~payments in the Potential Payments upon Termination or Change of Control Table reflect the present value of the disability benefits attributable to the additional $100,000 of base salary recognized for executives under our disability program, subject to the 60% limitation, after reduction for amounts that would be paid as retirement benefits. For Messrs. Goodin and Vollmer and Ms. Kivisto, who participate in the pension plan, the amount represents the present value of the disability benefit after reduction for retirement benefits using a discount rate of ~~3.36%~~5.04%. Because ~~Mr. Goodin’s~~Messrs. Goodin and Barney’s retirement ~~benefit is~~benefits are greater than the disability benefit, the amount shown is zero. For ~~Messrs. Barney and~~Mr. Thiede, who dodoes not participate in the pension plan, the amount represents the present value of the disability benefit without reduction for retirement benefits using the discount rate of ~~3.18%~~4.97%, which is considered a reasonable rate for purposes of the calculation.

~~Severance~~

None of the current named executive officers have employment or severance agreements with the company. The compensation committee generally considers providing severance benefits on a case-by-case basis. Because severance payments are discretionary, no amounts are presented in the tables.

75 MDU Resources Group, Inc. Proxy Statement53

Proxy Statement

Potential Payments upon Termination or Change of Control Table


Executive Benefits and Payments upon Termination or Change of Control			Voluntary or Not for Cause Termination ($)	Death ($)	Disability ($)	Change of Control (With Termination) ($)	Change of Control (Without Termination) ($)
David L. Goodin
	Compensation:
		Performance Shares	4,131,375	4,131,375	4,131,375	7,640,916	7,640,916
		Restricted Stock Units	550,065	823,390	823,390	1,645,042	1,645,042
	Benefits and Perquisites:
		Basic SISP	2,423,837	—	2,423,837	2,423,837	—
		Excess SISP	34,074	—	34,074	34,074	—
		SISP Death Benefits	—	5,862,771	—	—	—
		Disability Benefits	—	—	—	—	—
	Total		7,139,351	10,817,536	7,412,676	11,743,869	9,285,958
Jason L. Vollmer
	Compensation:
		Performance Shares	—	—	—	1,896,909	1,896,909
		Restricted Stock Units	—	216,805	216,805	433,841	433,841
	Benefits and Perquisites:
		Disability Benefits	—	—	726,427	—	—
	Total		—	216,805	943,232	2,330,750	2,330,750
David C. Barney1
	Compensation:
		Performance Shares	1,057,846	1,057,846	1,057,846	1,997,160	1,997,160
		Restricted Stock Units	151,024	224,134	224,134	445,848	445,848
	Benefits and Perquisites:
		Basic SISP	1,391,390	—	1,391,390	1,391,390	—
		SISP Death Benefits	—	2,782,780	—	—	—
		Disability Benefits	—	—	—	—	—
	Total		2,600,260	4,064,760	2,673,370	3,834,398	2,443,008
Jeffrey S. Thiede
	Compensation:
		Performance Shares	1,053,418	1,053,418	1,053,418	1,984,366	1,984,366
		Restricted Stock Units	149,548	221,971	221,971	441,573	441,573
	Benefits and Perquisites:
		Disability Benefits	—	—	266,245	—	—
	Total		1,202,966	1,275,389	1,541,634	2,425,939	2,425,939
Nicole A. Kivisto
	Compensation:
		Performance Shares	—	—	—	1,984,366	1,984,366
		Restricted Stock Units	—	221,971	221,971	441,573	441,573
	Benefits and Perquisites:
		Basic SISP	384,441	—	384,441	384,441	—
		SISP Death Benefits	—	1,672,315	—	—	—
		Disability Benefits	—	—	532,912	—	—
	Total		384,441	1,894,286	1,139,324	2,810,380	2,425,939

Executive Benefits and Payments upon Termination or Change of Control Voluntary
Termination
($)
Not for
Cause
Termination
($)
Death
($)
Disability
($)
Change of
Control
(With
Termination)
($)

Change of
Control
(Without
Termination)
($)

David L. Goodin
Compensation:
Annual Incentive —
—
—
—
792,750
792,750
Performance Shares 4,900,080
4,900,080
4,900,080
4,900,080
6,621,837
6,621,837
Benefits and Perquisites:
Basic SISP 2,502,092
2,502,092
—
2,502,092
2,502,092
—
SISP Death Benefits —
—
6,607,177
—
—
—
Disability Benefits —
—
—
—
—
—
Total 7,402,172
7,402,172
11,507,257
7,402,172
9,916,679
7,414,587
Jason L. Vollmer
Compensation:
Performance Shares —
—
—
—
299,366
299,366
Benefits and Perquisites:
Disability Benefits —
—
—
980,108
—
—
Total —
—
—
980,108
299,366
299,366
David C. Barney
Compensation:
Annual Incentive —
—
—
—
320,355
320,355
Performance Shares 851,383
851,383
851,383
851,383
1,248,908
1,248,908
Benefits and Perquisites:
Basic SISP 1,463,790
1,463,790
—
1,463,790
1,463,790
—
SISP Death Benefits —
—
3,136,115
—
—
—
Disability Benefits —
—
—
277,761
—
—
Total 2,315,173
2,315,173
3,987,498
2,592,934
3,033,053
1,569,263
Jeffrey S. Thiede
Compensation:
Annual Incentive —
—
—
—
328,313
328,313
Performance Shares 904,925
904,925
904,925
904,925
1,308,189
1,308,189
Benefits and Perquisites:
Disability Benefits —
—
—
470,306
—
—
Total 904,925
904,925
904,925
1,375,231
1,636,502
1,636,502
Nicole A. Kivisto
Compensation:
Performance Shares —
—
—
—
1,158,901
1,158,901
Benefits and Perquisites:
Basic SISP 261,024
261,024
—
335,704
261,024
—
SISP Death Benefits —
—
1,884,651
—
—
—
Disability Benefits —
—
—
784,536
—
—
Total 261,024
261,024
1,884,651
1,120,240
1,419,925
1,158,901

1 On February 16, 2023, the company announced that Mr. Barney would cease serving in his position as chief executive officer of Knife River Corporation, the company’s construction materials and contracting segment, effective as of March 1, 2023.

54 MDU Resources Group, Inc. Proxy Statement76

Proxy Statement

CEO Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing information regarding the relationship of the annual total compensation of David L. Goodin, our president and chief executive officer, to the annual total compensation of our median employee.

Our employee workforce fluctuates during the year largely depending on the seasonality, number, and size of construction project activity conducted by our businesses. Approximately ~~49.8%~~59% of our employee workforce is employed under union bargained labor contracts which define compensation and benefits for participants which may include payments made by the company associated with employee participation in union benefit and pension plans.

We identified the median employee by examining the ~~2017~~2022 taxable wage information for all individuals on the company’s payroll records as of December 31, ~~2017,~~2022, excluding Mr. Goodin. All of the company’s employees are located in the United States. We made no adjustments to annualize compensation for individuals employed for only part of the year. We selected taxable wages as reported to the ~~Internal Revenue Service~~IRS on Form W-2 for ~~2017~~2022 to identify the median employee as it includes substantially all of the compensation for our median employee and provided a reasonably efficient and ~~economic~~cost-effective manner for the identification of the median employee. Our median employee works for a subsidiary of our ~~gas distribution segment. He is a unionized employee~~construction materials and contracting segment with compensation consisting of wages, ~~meal allowances,~~bonus, company 401(k) matching ~~401(k)~~ contributions and a years of service award. Our median employee does not participate in the company’s pension plan since he joined the company in 2011, after the plan was frozen. He does receive an additional 5% company match to his 401(k) plan in lieu of pension contributions.profit sharing, life insurance premiums, car allowance, and per diem.

Once identified, we categorized the median employee’s compensation ~~to correspond to~~using the same methodology as the compensation components as reported in the Summary Compensation Table. For ~~2017,~~2022, the total annual compensation of Mr. Goodin as reported in the Summary Compensation Table included in this Proxy Statement was ~~$4,058,001,~~$5,257,289, and the total annual compensation of our median employee was ~~$84,883.~~$96,652. Based on this information, the ~~2017~~2022 ratio of annual total compensation of Mr. Goodin to the median employee was 4854 to 1.

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing information regarding the Compensation Actually Paid (CAP), as defined by SEC rules, to our executives versus company financial performance. The CAP amounts shown in the table below do not reflect the actual amount of compensation earned by or paid to our executives during the applicable year.


Year1	Summary Compensation Table Total Compensation for Principal Executive Officer (PEO)2 ($)	Compensation Actually Paid to PEO3 ($)	Average Summary Compensation Table Total Compensation for Non-PEO Named Executive Officers4 ($)	Average Compensation Actually Paid to Non-PEO Named Executive Officers5 ($)	Value of initial fixed $100 investment based on:		Net Income8 (in thousands) ($)	Company Selected Measure - Earnings per Share9 ($)
					Total Stockholder Return6 ($)	Peer Group Total Stockholder Return7 ($)
2022	5,257,289	5,644,274	1,901,639	1,998,863	111.98	123.90	367,489	1.81
2021	5,210,467	7,143,972	1,810,584	2,273,834	110.37	128.00	378,131	1.87
2020	6,423,410	5,664,783	2,042,921	1,901,274	91.69	101.04	390,205	1.95

1 Our PEO for years 2020, 2021 and 2022 was David L. Goodin. Our non-PEO named executive officers (NEO) for 2020, 2021 and 2022 were Jason L. Vollmer, David C. Barney, Jeffrey S. Thiede and Nicole A. Kivisto.

2 Represents Mr. Goodin’s total compensation as shown in the Summary Compensation Table (SCT) for 2020, 2021 and 2022.

3 To arrive at CAP for Mr. Goodin, total compensation as reported in the SCT was adjusted for the following:

77 MDU Resources Group, Inc. Proxy Statement55

Proxy Statement


						2022	2021	2020
SCT Total Compensation for the PEO						5,257,289	5,210,467	6,423,410
	less: Reported Value of Stock Awards in the SCTa					3,247,775	3,222,639	2,974,497
	plus: Stock Award Adjustmentsa,b					3,634,760	5,156,144	2,651,451
	less: Change in Actuarial Present Value of Defined Benefit and Pension Plans as Reported in the SCT					—	—	435,581
	plus: Aggregate Service Cost and Prior Service Costs on Defined Benefit and Pension Plans					—	—	—
CAP for the PEO						5,644,274	7,143,972	5,664,783
a	Equity compensation grant date fair value for awards with a market condition performance measure are determined by Monte Carlo simulation. The blended volatility term structure ranges are comprised of 50 percent historical volatility and 50 percent implied volatility. Risk-free interest rates were based on U.S. Treasury security rates in effect as of the grant date. Year-end fair values for awards with a market condition performance measure were determined using the same assumptions. Equity compensation grant date and year-end fair value for time-vesting awards and awards with financial performance measures were determined by the closing stock price on the date of grant or year-end, as applicable.
b	Stock Award Adjustments in determining CAP
Year		Year-end Fair Value of Equity Awards Granted in the Year which are Unvested	Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year	Year-over-Year Change in Fair Value of Equity Award Granted in Prior Years that Vested in the Year	Prior Year-end Fair Value of Equity Awards that Failed to Meet Vesting Conditions in the Year	Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation	Total Equity Award Adjustments
2022		3,665,234	(198,017)	—	167,543	—	—	3,634,760
2021		3,586,652	(90,005)	—	1,659,497	—	—	5,156,144
2020		2,402,446	(557,760)	—	806,765	—	—	2,651,451
4	Represents the average total compensation of our non-PEO named executive officers as shown in the SCT for 2020, 2021 and 2022.
5	To arrive at the Average CAP for our non-PEO named executive officers, total compensation as reported in the SCT was adjusted for the following:


						2022	2021	2020
Average of SCT Total Compensation for Non-PEO Named Executive Officers						1,901,639	1,810,584	2,042,921
	less: Reported Value of Stock Awards in the SCTa					862,681	870,757	707,370
	plus: Stock Award Adjustmentsa,b					959,905	1,334,007	634,637
	less: Change in Actuarial Present Value of Defined Benefit and Pension Plans as Reported in the SCT					—	—	68,914
	plus: Aggregate Service Cost and Prior Service Costs on Defined Benefit and Pension Plans					—	—	—
Average CAP for the Non-PEO Named Executive Officers						1,998,863	2,273,834	1,901,274
a	Equity compensation grant date fair value for awards with a market condition performance measure are determined by Monte Carlo simulation. The blended volatility term structure ranges are comprised of 50 percent historical volatility and 50 percent implied volatility. Risk-free interest rates were based on U.S. Treasury security rates in effect as of the grant date. Year-end fair values for awards with a market condition performance measure were determined using the same assumptions. Equity compensation grant date and year-end fair value for time-vesting awards and awards with financial performance measures were determined by the closing stock price on the date of grant or year-end, as applicable.
b	Stock Award Adjustments in determining CAP
Year		Year-end Fair Value of Equity Awards Granted in the Year which are Unvested	Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year	Year-over-Year Change in Fair Value of Equity Award Granted in Prior Years that Vested in the Year	Prior Year-end Fair Value of Equity Awards that Failed to Meet Vesting Conditions in the Year	Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation	Total Equity Award Adjustments
2022		973,569	(53,505)	—	39,841	—	—	959,905
2021		969,113	(21,403)	—	386,297	—	—	1,334,007
2020		571,330	(129,852)	—	193,159	—	—	634,637

6 Represents value of $100 invested in company stock on December 31, 2019 as of December 31, 2020, December 31, 2021 and December 31, 2022 assuming dividends are reinvested in company stock at the frequency paid.

7 Represents the value of $100 invested in the compensation peer group company stock on December 31, 2019 as of December 31.2020,

MDU Resources Group, Inc. Proxy Statement 78

Proxy Statement

December 31, 2021 and December 31, 2022 assuming dividends are reinvested in the compensation peer group stock at the frequency paid. Returns of each peer group company are weighted according to the peer group company’s market capitalization at the beginning of the period. Our compensation benchmarking peer group companies for 2020, 2021 and 2022 included:

2020

2021

2022

Alliant Energy

Ameren Corporation

Atmos Energy Corporation

Black Hills Corporation

CMS Energy Corporation

Dycom Industries, Inc.

EMCOR Group, Inc.

Evergy, Inc.

Granite Construction Incorporated

Jacobs Engineering Group Inc.

Jacobs Engineering Group Inc.*

KRB, Inc.

Martin Marietta Materials, Inc.

MasTec, Inc.

MYR Group, Inc.*

NiSource Inc.

Pinnacle West Capital Corporation

Portland General Electric Company

Quanta Services, Inc.

Southwest Gas Holdings, Inc.

Summit Materials, Inc.

Vulcan Materials Company

WEC Energy Group, Inc.

*Jacobs Engineering Group, Inc. was replaced with MYR Group Inc. in 2022 due to size. Total stockholder return for the peer group companies for 12/31/2020, 12/31/2021 and 12/31/2022 were as follows

12/31/2019

12/31/2020

12/31/2021

12/31/2022

Peer group with Jacobs Engineering Group Inc.

100.00

101.04

128.00

124.22

Peer group with MYR Group, Inc.

100.00

100.01

126.85

123.90

8 Represents GAAP Net Income reported for the company in 2020, 2021 and 2022.

9 Earnings per share (EPS) is the performance measure shared by the PEO and non-PEO named executive officers in the annual incentive program. EPS results represent 100% of the PEO and CFO’s annual incentive and 20% of the remaining non-PEO named executive officers annual incentive.

2022 Most Important Financial Measures

The financial performance measures identified as the most important measures used by the company to link PEO and non-PEO named executive officer 2022 CAP to company performance are listed below in unranked order each of which is described in more detail in the “Compensation Discussion and Analysis”.


Performance Metrics Most Closely Linked to CAP for 2022
Earnings per Share
Earnings Growth from Continuing Operations
Relative Total Stockholder Return

Descriptions of the Information Presented in the Pay Versus Performance Table

We are providing the following graphics to illustrate the relationship between our PEO CAP and our non-PEO named executive officers’ CAP as a group and company performance, as set forth and described in and under the “Pay Versus Performance” table, including the company’s cumulative total stockholder return (TSR), net income and EPS. In addition, we are providing a graphic to illustrate the relationship between the company’s cumulative TSR and our compensation benchmarking peer group’s cumulative TSR.

79 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

CAP vs. TSR

Our TSR is a reflection of our stock price and dividends paid over a period of time and is important to stockholders as it measures the performance of an investment in our company stock in the marketplace. The following charts depicts the PEO and average non-PEO named executive officer CAP compared to the value of $100 invested in company and peer company stock on December 31, 2019 as of December 31, 2020, December 31, 2021 and December 31, 2022 assuming dividends are reinvested in company stock at the frequency paid.

CAP vs. Net Income

The following charts depicts the PEO and average non-PEO NEO CAP compared to the company’s net income for 2020, 2021 and 2022.

CAP vs. EPS

The following charts depicts the PEO and average non-PEO named executive officer CAP compared to the company’s EPS for 2020, 2021 and 2022.

MDU Resources Group, Inc. Proxy Statement 80

Proxy Statement

AUDIT MATTERS

ITEM 3:4: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ~~2018~~2023

The audit committee at its February ~~2018~~2023 meeting appointed Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year ~~2018.~~2023. The board of directors concurred with the audit committee’s decision. Deloitte & Touche LLP has served as our independent registered public accounting firm since fiscal year 2002.

Although your ratification vote will not affect the appointment or retention of Deloitte & Touche LLP for ~~2018,~~2023, the audit committee will consider your vote in determining its appointment of our independent registered public accounting firm for the next fiscal year. The audit committee, in appointing our independent registered public accounting firm, reserves the right, in its sole discretion, to change an appointment at any time during a fiscal year if it determines that such a change would be in our best interests.

A representative of Deloitte & Touche LLP will be present at the annual meeting and will be available to respond to appropriate questions. We do not anticipate that the representative will make a prepared statement at the annual meeting; however, he or she will be free to do so if he or she chooses.

The board of directors recommends a vote “for” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year ~~2018.~~2023.

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for ~~2018~~2023 requires the affirmative vote of a majority of our common stock present in person or represented by proxy at the annual meeting and entitled to vote on the proposal. Abstentions will count as votes against this proposal.

Annual Evaluation and Selection of Deloitte & Touche LLP

The audit committee annually evaluates the performance of its independent registered public accounting firm, including the senior audit engagement team, and determines whether to re-engage the current independent accounting firm or consider other firms. Factors considered by the audit committee in deciding whether to retain the current independent accounting firm include:

• Deloitte & Touche LLP’s capabilities considering the complexity of our business and the resulting demands placed on Deloitte & Touche LLP in terms of technical expertise and knowledge of our industry and business;

• the quality and candor of Deloitte & Touche LLP’s communications with the audit committee and management;

• Deloitte & Touche LLP’s independence;

• the quality and efficiency of the services provided by Deloitte & Touche LLP, including input from management on Deloitte & Touche LLP’s performance and how effectively Deloitte & Touche LLP demonstrated its independent judgment, objectivity, and professional skepticism;

•the workload capacity and resources of Deloitte & Touche LLP’s senior audit engagement team;

• external data on audit quality and performance, including recent Public Company Accounting Oversight Board reports on Deloitte & Touche LLP and its peer firms; and

• the appropriateness of Deloitte & Touche LLP’s fees, tenure as our independent auditor, including the benefits of a longer tenure, and the controls and processes in place that help ensure Deloitte & Touche LLP’s continued independence.

81 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

Based on this evaluation, the audit committee and the board believe that retaining Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, ~~2018,~~2023, is in the best interests of our company and its stockholders.

~~56 MDU Resources Group, Inc.~~ ~~Proxy Statement~~

~~Proxy Statement~~

In accordance with rules applicable to mandatory partner rotation, Deloitte & Touche LLP’s lead engagement partner for our audit was changed in 2022. The audit committee ~~also~~ oversees the process for, and ultimately approves, the selection of our independent registered public accounting firm’s lead engagement partner at the five-year mandatory rotation period. Prior to the mandatory rotation period in 2017, at the audit committee’s instruction, Deloitte & Touche LLP selected candidates to be considered for the lead engagement partner role, who were then interviewed by members of our company’s senior management. After considering the candidates recommended by Deloitte & Touche LLP, senior management made a recommendation to the audit committee regarding the new engagement partner. After discussing the qualifications of the proposed lead engagement partner with the current lead engagement partner, the audit committee chair interviewed the leading candidate, and the audit committee then considered the appointment and voted as an audit committee on the selection. The change in lead engagement partner after the current five-year rotation period occurred in February 2017.

Audit Fees and Non-Audit Fees

The following table summarizes the aggregate fees that our independent registered public accounting firm, Deloitte & Touche LLP, billed or is expected to bill us for professional services rendered for ~~2017~~2021 and ~~2016:~~2022:


		2021			2022
Audit Fees 1	$	2,910,640		$	3,160,291
Audit-Related Fees		—		$	1,319,159	2
Tax Fees		—			—
All Other Fees		—			—
Total Fees 3	$	2,910,640		$	4,479,450
Ratio of Tax and All Other Fees to Audit and Audit-Related Fees		0	%		0	%

2017
2016

Audit Fees¹
$ 2,327,450 $ 2,526,900
Audit-Related Fees²
46,790
16,710
Tax Fees³
17,483
—

All Other Fees⁴
—
3,087

Total Fees⁵
$ 2,391,723 $ 2,546,697
Ratio of Tax and All Other Fees to Audit and Audit-Related Fees 0.7
% 0.1
%
1 Audit fees for 2021 and 2022 consisted of fees for the annual audit of our consolidated financial statements and internal control over financial reporting, statutory and regulatory audits, reviews of quarterly financial statements, comfort letters in connection with securities offerings, and other filings with the SEC.

2 Fees for Knife River Corporation audit in connection with the company’s intent to separate Knife River Corporation pursuant to a tax-free spinoff, and other filings with the SEC.

3 Total fees reported above include out-of-pocket expenses related to the services provided of $100,000 for 2021 and $181,026 for 2022.


¹	Audit fees for 2017 and 2016 consisted of fees for services rendered for the audit of our annual financial statements and subsidiaries, statutory and regulatory audits, reviews of quarterly financial statements, a Form S-3 Registration Statement (2017) filing, and a Form S-8 Registration Statement (2016) filing, and audits for discontinued operations for Dakota Prairie Refining, LLC (2016).


²	Audit-related fees for 2017 and 2016 are associated with Intermountain Gas Company Investment Tax Credit procedures (2017), supplemental schedule review for Knife River Corporation’s Northwest Region (2017), and Intermountain Gas Company public utility review (2016).


³	~~Tax fees for 2017 consisted of fees for tax training for regulated operations.~~


⁴	~~All other fees for 2016 are associated with a pollution control project at Big Stone electric generating facility.~~


⁵	~~Total fees reported above include out-of-pocket expenses related to the services provided of $282,483 for 2017 and $350,000 for 2016.~~

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting Firm

The audit committee pre-approved all services Deloitte & Touche LLP performed in ~~2017~~2022 in accordance with the pre-approval policy and procedures the audit committee adopted in 2003. This policy is designed to achieve the continued independence of Deloitte & Touche LLP and to assist in our compliance with Sections 201 and 202 of the Sarbanes-Oxley Act of 2002 and related rules of the SEC.

The policy defines the permitted services in each of the audit, audit-related, tax, and all other services categories, as well as prohibited services. The pre-approval policy requires management to submit annually for approval to the audit committee a service plan describing the scope of work and anticipated cost associated with each category of service. At each regular audit committee meeting, management reports on services performed by Deloitte & Touche LLP and the fees paid or accrued through the end of the quarter preceding the meeting. Management may submit requests for additional permitted services before the next scheduled audit committee meeting to the designated member of the audit committee, ~~Dennis W. Johnson,~~currently David M. Sparby, for approval. The designated member updates the audit committee at the next regularly scheduled meeting regarding any services approved during the interim period. At each regular audit committee meeting, management may submit to the audit committee for approval a supplement to the service plan containing any request for additional permitted services.

In addition, prior to approving any request for audit-related, tax, or all other services of more than $50,000, Deloitte & Touche LLP ~~will~~are required to provide a statement setting forth the reasons why rendering of the proposed services does not compromise Deloitte & Touche LLP’s independence. This description and statement by Deloitte & Touche LLP may be incorporated into the service plan or included as an exhibit thereto or may be delivered in a separate written statement.

MDU Resources Group, Inc. Proxy Statement 5782

Proxy Statement

AUDIT COMMITTEE REPORT

The audit committee assists the board in fulfilling its oversight responsibilities and serves as a communication link among the board, management, the independent auditors, and the internal auditors. The audit committee (a) assists the board’s oversight of (i) the integrity of the company’s financial reporting process and system of internal controls, (ii) the company’s compliance with legal and regulatory requirements and the code of conduct, (iii) the independent auditors’ qualifications and independence, (iv) the performance of the company’s internal audit function and independent auditors, and (v) the company’s management of risks in the audit committee’s areas of responsibility; (b) arranges for the preparation of and approves the report that SEC rules require be included in the company’s annual proxy statement; and (c) is also responsible for the appointment, compensation, retention, and oversight of the independent auditors including pre-approval of all audit and non-audit services by the independent auditors. The audit committee acts under a written charter which it reviews at least annually and a copy of which is available on our website.

Management has primary responsibility for the company’s financial statements and the reporting process, including the systems of internal control over financial reporting. The independent auditors are responsible for performing an independent audit of the company’s consolidated financial statements, issuing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, and assessing the effectiveness of the company’s internal controls over financial reporting. The audit committee oversees the company’s financial reporting process and internal controls on behalf of the board.

In performing its oversight responsibilities in connection with our financial statements for the year ended December 31, ~~2017,~~2022, the audit ~~committee has (1)~~ committee:

•reviewed and discussed the audited financial statements with management; ~~(2)~~

•discussed with the independent ~~registered public accounting firm (the Auditors)~~auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ~~Auditing Standard No. 1301, Communications with Audit Committees;~~ and ~~(3)~~ the SEC; and

•received the written disclosures and the letter from the ~~Auditors~~independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the ~~Auditors’~~independent auditors’ communications with the audit committee concerning independence and ~~has~~ discussed with the ~~Auditors~~independent auditors their independence.

Based on the review and discussions referred to above, the audit committee recommended to the board of directors, and the board of directors has approved, that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2022, for filing with the SEC.

The audit committee has appointed Deloitte & Touche LLP as the company’s independent auditors for 2023. Stockholder ratification of this appointment is included as Item 4 in these proxy materials.



~~Dennis W. Johnson,~~David M. Sparby, Chair
~~Mark A. Hellerstein~~Dale S. Rosenthal
Edward A. ~~Bart Holaday~~Ryan
~~John K. Wilson~~Chenxi Wang

5883 MDU Resources Group, Inc. Proxy Statement

Proxy Statement

INFORMATION ABOUT THE ANNUAL MEETING

Who ~~can~~Can Vote?

Stockholders of record at the close of business on March ~~9, 2018,~~10, 2023, are entitled to vote each share they owned on that date on each matter presented at the meeting and any adjournment(s) thereof. As of March ~~9, 2018,~~10, 2023, we had ~~195,304,376~~203,623,893 shares of common stock outstanding each entitled to one vote per share.

Distribution of ~~our~~Our Proxy Materials ~~using~~Using Notice and Access

We distributed proxy materials to certain of our stockholders via the Internet under the SEC’s “Notice and Access” rules to reduce our costs and decrease the environmental impact of our proxy materials. Using this method of distribution, on or about March ~~23, 2018,~~24, 2023, we mailed a Notice Regarding the Availability of Proxy Materials (Notice) that contains basic information about our ~~2018~~2023 annual meeting and instructions on how to view all proxy materials, and vote electronically, on the Internet. If you received the Notice and prefer to receive a paper copy of the proxy materials, follow the instructions in the Notice for making this request and the materials will be sent promptly to you via ~~the~~your preferred method. ~~Stockholders who do not receive the Notice will receive a paper copy of our proxy materials, which will be sent on or about March 29, 2018.~~

How to Vote

You are encouraged to vote in advance of the meeting using one of the following voting methods, even if you are planning to attend the ~~2018~~2023 Annual Meeting of Stockholders.

Registered Stockholders: Stockholders of record who hold their shares directly with our stock registrar can vote any one of four ways:

~~Via the~~By Internet: Go to the website shown on the Notice or Proxy Card, if you received one, and follow the instructions.

)

By Telephone: Call the telephone number shown on the Notice or Proxy Card, if you received one, and follow the instructions given by the voice prompts.

Voting via the Internet or by telephone authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned athe Proxy Card by mail. Your voting instructions may be transmitted up until 11:59 p.m. Eastern Time on May ~~7, 2018.~~8, 2023.

By ~~Mail~~:Mail: If you received a paper ~~copies~~copy of the Proxy Statement, Annual Report, and Proxy Card, mark, sign, date, and return the Proxy Card in the postage-paid envelope provided.

In ~~Person~~:Person: Attend the annual meeting, or send a personal representative with an appropriate proxy, to vote by ballot at the meeting. ~~(See “Notice of Annual Meeting” and “Annual Meeting Admission.”)~~

Beneficial Stockholders: Stockholders whose shares are held beneficially in the name of a bank, broker, or other holder of record (sometimes referred to as holding shares “in street name”), will receive voting instructions from said bank, broker, or other holder of record. If you wish to vote in person at the meeting, you must obtain a legal proxy from your bank, broker, or other holder of record of your shares and present it at the meeting.

See discussion below inregarding the MDU Resources Group, Inc. 401(k) Plan for voting instructions for shares held under our 401(k) plan.

Revoking Your Proxy or Changing Your Vote

You may change your vote at any time before the proxy is exercised.

Registered Stockholders:

●•

If you voted by mail: you may revoke your proxy by executing and delivering a timely and valid later dated proxy, by voting by ballot at the meeting, or by giving written notice of revocation to the corporate secretary.

●•

If you voted via the Internet or by telephone: you may change your vote with a timely and valid later Internet or telephone vote, as the case may be, or by voting by ballot at the meeting.

●•

Attendance at the meeting will not have the effect of revoking a proxy unless (1) you give proper written notice of revocation to the corporate secretary before the proxy is exercised, or (2) you vote by ballot at the meeting.

Beneficial Stockholders: Follow the specific directions provided by your bank, broker, or other holder of record to change or revoke any voting instructions you have already provided. Alternatively, you may vote your shares by ballot at the meeting if you obtain a legal proxy from your bank, broker, or other holder of record and present it at the meeting.

MDU Resources Group, Inc. Proxy Statement 84

Proxy Statement

~~MDU Resources Group, Inc.~~ ~~Proxy Statement~~ 59

~~Proxy Statement~~



Discretionary Voting Authority			If you complete and submit your proxy voting instructions, the individuals named as proxies will follow your instructions. If you are a stockholder of record and you submit proxy voting instructions but do not direct how to vote on each item, the individuals named as proxies will vote as the board recommends on each proposal. The individuals named as proxies will vote on any other matters properly presented at the annual meeting in accordance with their discretion. Our bylaws set forth requirements for advance notice of any nominations or agenda items to be brought up for voting at the annual meeting, and we have not received timely notice of any such matters, other than the items from the board of directors described in this Proxy Statement.

Voting Standards			A majority of outstanding shares of stock entitled to vote must be present in person or represented by proxy to hold the meeting. Abstentions and broker non-votes are counted for purposes of determining whether a quorum is present at the annual meeting.
			A majority of votes cast is required to elect a director in an uncontested election. A majority of votes cast means the number of votes cast “for” a director’s election must exceed the number of votes cast “against” the director’s election. “Abstentions” and “broker non-votes” do not count as votes cast “for” or “against” the director’s election. In a contested election, which is an election in which the number of nominees for director exceeds the number of directors to be elected, directors will be elected by a plurality of the votes cast.
			Approval of each of the other matters on the agenda requires the affirmative vote of a majority of the shares of common stock present or represented by proxy during the meeting. For each of these proposals, abstentions have the same effect as “against” votes. If you are a beneficial holder and do not provide specific voting instruction to your broker, the organization that holds your shares will not be authorized to vote your shares, which would result in ~~“broker~~broker non-votes,” on proposals other than the ratification of the selection of our independent registered public accounting firm for ~~2018. Abstentions and broker non-votes are counted for purposes of determining whether a quorum is present at the annual meeting.~~2023.
The following chart describes the proposals to be considered at the annual meeting, the vote required to elect directors and to adopt each other proposal, and the manner in which votes will be counted:

Item No.

Proposal

Voting

Options

Vote Required to Adopt the Proposal

Effect of Abstentions

Effect of “Broker Non-Votes”

Election of Directors

For, against, or abstain on each nominee

A nominee for director will be elected if the votes cast for such nominee exceed the votes cast against such nominee.

No effect

Advisory Vote to Approve the Frequency of Future Advisory Votes to Approve the Compensation Paid to the Company’s Named Executive Officers

1 year, 2 years, 3 years, or abstain

The frequency that receives the most votes will be deemed the frequency recommended by our stockholders

No effect

Advisory Vote to Approve the Compensation Paid to the Company’s Named Executive Officers

For, against, or abstain

The affirmative vote of a majority of the shares of common stock represented at the annual meeting and entitled to vote thereon

Same effect as votes against

No effect

Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for ~~2018~~2023

For, against, or abstain

The affirmative vote of a majority of the shares of common stock represented at the annual meeting and entitled to vote thereon

Same effect as votes against

Brokers have discretion to vote



Proxy Solicitation			The board of directors is furnishing proxy materials to solicit proxies for use at the Annual Meeting of Stockholders on May ~~8, 2018,~~9, 2023, and any adjournment(s) thereof. Proxies are solicited principally by mail, but directors, officers, and employees of MDU Resources Group, Inc. or its subsidiaries may solicit proxies personally, by telephone, or by electronic media, without compensation other than their regular compensation. Okapi Partners, LLC, additionally will solicit proxies for approximately ~~$8,000~~$9,500 plus out-of-pocket expenses. We will pay the cost of soliciting proxies and will reimburse brokers and others for forwarding proxy materials to stockholders.

6085 MDU Resources Group, Inc. Proxy Statement

Proxy Statement



Electronic Delivery of Proxy Statement and Annual Report Documents	For stockholders receiving proxy materials by mail, you can elect to receive an email in the future that will provide electronic links to these documents. Opting to receive your proxy materials online will save the company the cost of producing and mailing documents to your home or business and will also give you an electronic link to the proxy voting site.
●	•	Registered Stockholders: If you vote on the Internet, simply follow the prompts for enrolling in the electronic proxy delivery service. You may also enroll in the electronic proxy delivery service at any time in the future by going directly to http://enroll.icsdelivery.com/mdu to request electronic delivery. You may revoke an electronic delivery election at this site at any time.
●	•	Beneficial Stockholders: If you hold your shares in a brokerage account, you may also have the opportunity to receive copies of the proxy materials electronically. You may enroll in the electronic proxy delivery service at any time by going directly to http://enroll.icsdelivery.com/mdu to request electronic delivery. You may also revoke an electronic delivery election at this site at any time. In addition, you may also check the information provided in the proxy materials mailed to you by your bank or broker regarding the availability of this service or contact your bank or broker to request electronic delivery.

Householding of Proxy Materials	In accordance with a Notice sent to eligible stockholders who share a single address, we are sending only one Annual Report to Stockholders and one Proxy Statement to that address unless we received instructions to the contrary from any stockholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, if a stockholder of record wishes to receive a separate Annual Report to Stockholders and Proxy Statement in the future, he or she may contact the Office of the Treasurer at MDU Resources Group, Inc., P.O. Box 5650, Bismarck, ND 58506-5650, Telephone Number: (701) 530-1000. Eligible stockholders of record who receive multiple copies of our Annual Report to Stockholders and Proxy Statement can request householding by contacting us in the same manner. Stockholders who own shares through a bank, broker, or other nominee can request householding by contacting the nominee.
	We will promptly deliver, upon written or oral request, a separate copy of the Annual Report to Stockholders and Proxy Statement to a stockholder at a shared address to which a single copy of the document was delivered.

MDU Resources Group, Inc. 401(k) Plan	This Proxy Statement is being used to solicit voting instructions from participants in the MDU Resources Group, Inc. 401(k) Plan with respect to shares of our common stock that are held by the trustee of the plan for the benefit of plan participants. If you are a plan participant and also own other shares as a registered stockholder or beneficial owner, you will separately receive a Notice or proxy materials to vote those other shares you hold outside of the MDU Resources Group, Inc. 401(k) Plan. If you are a plan participant, you must instruct the plan trustee to vote your shares by utilizing one of the methods described on the voting instruction form that you receive in connection with shares held in the plan. If you do not give voting instructions, the trustee generally will vote the shares allocated to your personal account in accordance with the recommendations of the board of directors. Your voting instructions may be transmitted up until 11:59 p.m. Eastern Time on May ~~3, 2018.~~ 4, 2023.

Annual Meeting Admission and Guidelines	Admission: All stockholders as of the record date of March ~~9, 2018,~~10, 2023, are cordially invited ~~and urged~~ to attend the annual meeting. You must request an admission ticket ~~in order~~ to attend. If you are a stockholder of record and plan to attend the meeting, please contact MDU Resources by email at CorporateSecretary@mduresources.com or by telephone at 701-530-1010 to request an admission ticket. A ticket will be sent to you by mail. If your shares are held beneficially in the name of a bank, broker, or other holder of record, and you plan to attend the annual meeting, you will need to submit a written request for an admission ticket by mail to: Investor Relations, MDU Resources Group, Inc., P.O. Box 5650, Bismarck, ND 58506 or email at CorporateSecretary@mduresources.com. The request must include proof of stock ownership as of March ~~9, 2018,~~10, 2023, such as a bank or brokerage firm account statement or a legal proxy from the bank, broker, or other holder of record confirming ownership. A ticket will be sent to you by mail. Requests for admission tickets must be received no later than May ~~1, 2018.~~2, 2023. You must present your admission ticket and state-issued photo identification, such as a driver’s license, to gain admittance to the meeting. Guidelines: ~~The business of the meeting will follow as set forth in the agenda which you will receive at the meeting entrance.~~ The use of cameras or sound recording equipment is prohibited except by the media or those employed by the company to provide a record of the proceedings. The use of cell phones and other personal communication devices is also prohibited during the meeting. All devices must be turned off or muted. No firearms or weapons, banners, packages, or signs will be allowed in the meeting room. MDU Resources Group, Inc. reserves the right to inspect all items, including handbags and briefcases, that enter the meeting room.

MDU Resources Group, Inc. Proxy Statement 6186

Proxy Statement



Conduct of the Meeting			Neither the board of directors nor management intends to bring before the meeting any business other than the matters referred to in the Notice of Annual Meeting and this Proxy Statement. We have not been informed that any other matter will be presented at the meeting by others. However, if any other matters are properly brought before the annual meeting, or any adjournment(s) thereof, your proxies include discretionary authority for the persons named in the proxy to vote or act on such matters in their discretion.


Stockholder Proposals, Director Nominations, and Other Items of Business for ~~2019~~2024 Annual Meeting			Stockholder Proposals for Inclusion in Next Year’s Proxy ~~Statement.~~ Statement: To be included in the proxy materials for our ~~2019~~2024 annual meeting, a stockholder proposal must be received by the corporate secretary no later than November ~~23, 2018,~~24, 2023, unless the date of the ~~2019~~2024 annual meeting is more than 30 days before or after May ~~8, 2019,~~9, 2024, in which case the proposal must be received a reasonable time before we begin to print and mail our proxy materials. The proposal must also comply with all applicable requirements of Rule ~~14a-18~~14a-8 under the Securities ~~and~~ Exchange Act of 1934.
			Director Nominations From Stockholders for Inclusion in Next Year’s Proxy Statement: If a stockholder or group of stockholders wishes to nominate one or more director candidates to be included in our proxy statement for the 2024 annual meeting through our proxy access bylaw provision, we must receive proper written notice of the nomination not later than 120 days or earlier than 150 days before the anniversary date that the definitive proxy statement was first released to stockholders in connection with the annual meeting, or between October 26, 2023 and November 24, 2023. In the event that the 2024 annual meeting is more than 30 days before or after May 9, 2024, the notice must be delivered no earlier than the 150th day prior to such meeting and no later than the 120th day prior to such meeting or the 10th day following the date on which public announcement of the meeting date is first made. The requirements of such notice can be found in our bylaws, a copy of which is on our website, at https://investor.mdu.com/governance/governance-documents. In addition, Rule 14a-19 under the Exchange Act requires additional information be included in director nomination notices, including a statement that the stockholder intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors. If any change occurs with respect to such stockholder’s intent to solicit the holders of shares representing at least 67% of such voting power, such stockholder must notify us promptly.
			Director Nominations and Other Stockholder Proposals Raised From the Floor at the ~~2019~~2024 Annual Meeting of ~~Stockholders.~~Stockholders: Under our bylaws, if a stockholder intends to nominate a person as a director, or present other items of business at an annual meeting, the stockholder must provide written notice of the director nomination or stockholder proposal ~~at least 90 days~~not earlier than the 120th day prior to the first anniversary of the ~~most recent~~preceding year’s annual ~~meeting.~~meeting of stockholders and not later than the close of business of the 90th day prior to the first anniversary of the preceding year’s annual meeting of stockholders. Notice of director nominations or stockholder proposals for our ~~2019~~2024 annual meeting must be received bybetween January 10, 2024 and February ~~7, 2019,~~9, 2024, and meet all the requirements and contain all the information, including the completed questionnaire for director nominations, provided by our bylaws. The requirements for such notice can be found in our bylaws, a copy of which is on our website, at ~~http:~~https://~~www.mdu.com/integrity/~~investor.mdu.com/governance/~~guidelines-and-bylaws.~~governance-documents.

We will make available to our stockholders to whom we furnish this Proxy Statement a copy of our Annual Report on Form 10-K, excluding exhibits, for the year ended December 31, ~~2017,~~2022, which is required to be filed with the SEC. You may obtain a copy, without charge, upon written or oral request to the Office of the Treasurer of MDU Resources Group, Inc., 1200 West Century Avenue, Mailing Address: P.O. Box 5650, Bismarck, North Dakota 58506-5650, Telephone Number: (701) 530-1000. You may also access our Annual Report on Form 10-K through our website at www.mdu.com.



			By order of the Board of Directors,


			~~Daniel S. Kuntz~~Karl A. Liepitz
			Secretary
			March ~~23, 2018~~24, 2023

~~62 MDU Resources Group, Inc.~~ ~~Proxy Statement~~

~~SCAN TO~~

~~VIEW MATERIALS & VOTE~~

~~VOTE BY INTERNET -~~ ~~www.proxyvote.com~~ ~~or scan the QR Barcode above~~

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction form.

~~1200 WEST CENTURY AVENUE~~

~~P.O. BOX 5650~~

~~BISMARCK, ND 58506-5650~~

~~VOTE BY PHONE - 1-800-690-6903~~

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

~~VOTE BY MAIL~~

~~Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.~~

~~If you vote by Internet or Phone, you do not need to mail the Proxy Card~~

~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS~~

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

87 MDU Resources Group, Inc. Proxy Statement

~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:~~

~~KEEP THIS PORTION FOR YOUR RECORDS~~

~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~

~~DETACH AND RETURN THIS PORTION ONLY~~

~~MDU RESOURCES GROUP, INC.~~

~~The Board of Directors recommends you vote FOR the following:~~

~~Election of Directors:~~

~~Nominees:~~

~~For~~

~~Against~~

~~Abstain~~

~~1a.~~

~~Thomas Everist~~

☐

~~1b.~~

~~Karen B. Fagg~~

☐

~~The Board of Directors recommends you vote FOR Items 2 and 3.~~

~~For~~

~~Against~~

~~Abstain~~

~~1c.~~

~~David L. Goodin~~

☐

~~Advisory vote to approve the compensation paid to the company's named executive officers.~~

☐

~~1d.~~

~~Mark A. Hellerstein~~

☐

~~1e.~~

~~Dennis W. Johnson~~

☐

~~Ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2018.~~

☐

~~1f.~~

~~William E. McCracken~~

☐

~~1g.~~

~~Patricia L. Moss~~

☐

~~NOTE:~~ ~~Such other business as may properly come before the meeting or any adjournment thereof.~~

~~1h.~~

~~Harry J. Pearce~~

☐

~~1i.~~

~~John K. Wilson~~

☐

~~For address changes and/or comments, please check this box and write them on the back where indicated.~~

☐

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

~~Signature [PLEASE SIGN WITHIN BOX]~~

~~Date~~

~~Signature (Joint Owners)~~

~~Date~~




~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:~~
~~The Combined Proxy Statement and Annual Report are available at www.proxyvote.com.~~

~~MDU RESOURCES GROUP, INC.~~

~~ANNUAL MEETING OF STOCKHOLDERS~~

~~Tuesday, May 8, 2018, 11:00 a.m. CDT~~

~~909 Airport Road~~

~~Bismarck, North Dakota~~

~~This proxy is solicited by the Board of Directors.~~

This proxy will also be used to provide voting instructions to John Hancock Trust Company LLC, as Trustee of the MDU Resources Group, Inc. 401(k) Retirement Plan, for any shares of Company common stock held in the plan.

The stockholder(s) hereby appoint(s) Harry J. Pearce and Daniel S. Kuntz, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of MDU RESOURCES GROUP, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 11:00 a.m. CDT on May 8, 2018, at the MDU Service Center, 909 Airport Road, Bismarck, North Dakota, and any adjournment or postponement thereof.

~~Your vote is important! Ensure that your shares are represented at the meeting.~~ Either (1) vote by Internet, (2) vote by phone, or (3) mark, date, sign, and return this proxy card in the postage-paid envelope provided. The deadline for voting by Internet and phone is 11:59 p.m. Eastern Time on Monday, May 7, 2018 for all stockholders, except the voting deadline for participants in the MDU Resources Group, Inc. 401(k) Retirement Plan is 11:59 p.m. Eastern Time on Thursday, May 3, 2018.

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the recommendations of the Board of Directors.

~~Address Changes/Comments:~~

~~(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)~~

~~Continued and to be signed on reverse side~~



TABLE OF CONTENTS
		Page		Page
	PROXY STATEMENT SUMMARY	1	EXECUTIVE COMPENSATION (continued)
	BOARD OF DIRECTORS		Executive Compensation Tables	43
	Item 1. Election of Directors	8	Summary Compensation Table	43
	Director Nominees	8	Grants of Plan-Based Awards	45
	CORPORATE GOVERNANCE		Outstanding Equity Awards at Fiscal Year-End	47
	Director Independence	14	Option Exercises and Stock Vested	48
	Stockholder Engagement	14	Pension Benefits	48
	Board Leadership Structure	14	Nonqualified Deferred Compensation	50
	Board’s Role in Risk Oversight	15	Potential Payments Upon Termination or
	Board Meetings and Committees	15	Change of Control	51
	Compensation Policies and Practices		CEO Pay Ratio Disclosure	55
	as They Relate to Risk Management	18	AUDIT MATTERS
	Stockholder Communications with the Board	19	Item 3. Ratification of the Appointment of
	Additional Governance Features	19	Deloitte & Touche LLP as the Company’s Independent
	Corporate Governance Materials	21	Registered Public Accounting Firm for 2018	56
	Related Person Transaction Disclosure	21	Annual Evaluation and Selection of Deloitte &
	COMPENSATION OF NON-EMPLOYEE DIRECTORS		Touche LLP	56
	Director Compensation	22	Audit Fees and Non-Audit Fees	57
	SECURITY OWNERSHIP		Policy on Audit Committee Pre-Approval of Audit
	Security Ownership Table	24	and Permissible Non-Audit Services of the
	Section 16 Compliance	25	Independent Registered Public Accounting Firm	57
	EXECUTIVE COMPENSATION		Audit Committee Report	58
	Item 2. Advisory Vote to Approve the Compensation Paid		INFORMATION ABOUT THE ANNUAL MEETING
	to the Company’s Named Executive Officers	26	Who Can Vote	59
	Information Concerning Executive Officers	27	Notice and Access	59
	Compensation Discussion and Analysis	28	How to Vote	59
	Executive Summary	28	Revoking Your Proxy	59
	2017 Compensation Framework	32	Discretionary Voting Authority	60
	2017 Compensation for Our Named		Voting Standards	60
	Executive Officers	33	Proxy Solicitation	60
	Other Benefits	40	Electronic Delivery of Proxy Statement	61
	Compensation Governance	41	Householding of Proxy Materials	61
	Compensation Committee Report	42	MDU Resources Group, Inc. 401(k) Plan	61
			Annual Meeting Admission and Guidelines	61
			Conduct of the Meeting	62
			Stockholder Proposals, Director Nominations, and
			Other Items of Business for 2019	62



24%	Grants Awarded	25%
of Electricity Generated	$1.84 Million	Reduction in CO₂
from Renewable Resources	in 2017	Since 2003



Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)¹	All Other Compensation ($)²	Total ($)
Thomas Everist	77,917		110,000	83	188,000
Karen B. Fagg	77,917		110,000	83	188,000
Mark A. Hellerstein	67,917		110,000	83	178,000
A. Bart Holaday	67,917		110,000	83	178,000
Dennis W. Johnson	82,917		110,000	1,083	194,000
William E. McCracken	67,917		110,000	83	178,000
Patricia L. Moss	67,917		110,000	1,083	179,000
Harry J. Pearce	157,917		145,000	83	303,000
John K. Wilson	67,917	³	110,000	83	178,000



		Effective through May 31, 2017		Effective June 1, 2017
Base Cash Retainer		$	65,000	$	70,000
Additional Cash Retainers:
Non-Executive Chair		90,000		90,000
Audit Committee Chair		15,000		15,000
Compensation Committee Chair		10,000		10,000
Nominating and Governance Committee Chair		10,000		10,000
Annual Stock Grant¹-Directors		110,000		110,000
Annual Stock Grant² - Non-Executive Chair		145,000

¹	The annual stock grant is a grant of shares equal in value to $110,000.
²	The annual stock grant is a grant of shares equal in value to $145,000.



Name¹		Common Shares Beneficially Owned		Percent of Class		Post-Retirement and/or Deferred Director Fees Held as Phantom Stock²




David C. Barney		24,604	^3,4	*		—
Thomas Everist		857,549		*		33,952
Karen B. Fagg		67,086		*		—
David L. Goodin		176,336	³	*		—
Mark A. Hellerstein		19,857		*		11,485
A. Bart Holaday		65,002		*		11,485
Dennis W. Johnson		86,248	⁵	*		—
Nicole A. Kivisto		41,196	^3,6	*		—
William E. McCracken		19,857		*		—
Patricia L. Moss		78,525		*		—
Harry J. Pearce		241,278		*		55,824
Jeffrey S. Thiede		21,719	³	*		—
Jason L. Vollmer		6,019	³	*		—
John K. Wilson		125,458		*		—
All directors and executive officers as a group (19 in number)		1,906,649		0.98	%	112,746

^*	Less than one percent of the class. Percent of class is calculated based on 195,304,376 outstanding shares as of February 28, 2018.
¹	The table includes the ownership of all current directors, director nominees, current named executive officers, and other executive officers of the company without naming them. The table does not include stock ownership information for Mr. Martin Fritz who resigned effective May 23, 2017; Mr. Dennis Haider who retired on June 12, 2017; and Mr. Doran Schwartz who resigned effective September 29, 2017.
²	Reported shares are not included in the “Common Shares Beneficially Owned” column. Phantom stock includes the value of post-retirement benefits for directors on the board prior to May 2001 when the post-retirement income plan for directors was terminated and the value of any cash compensation deferred pursuant to the Deferred Compensation Plan for Directors. Post-retirement and deferred amounts are held as phantom stock with dividend accruals and are paid out in cash over a five-year period after the director leaves the board.
³	Includes full shares allocated to the officer’s account in our 401(k) retirement plan.
⁴	The total includes 687 shares owned by Mr. Barney’s spouse.
⁵	Mr. Johnson disclaims all beneficial ownership of the 163 shares owned by his spouse.
⁶	The total includes 531 shares owned by Ms. Kivisto’s spouse.



David L. Goodin	2017 ($)	Compensation Component as a % of Base Salary
Base Salary	792,750	n/a
Target Annual Incentive Opportunity	792,750	100	%
Target Long-Term Incentive Opportunity	1,783,688	225	%
Target Total Potential Direct Compensation	3,369,188	425	%
The Compensation Committee increased Mr. Goodin’s base salary by 5% for 2017 based on his and the company’s performance in 2016. No changes were made to Mr. Goodin’s annual or long-term incentive targets as a percentage of base salary for 2017.



Measure	Applies to	Purpose	Measurement	Target	Weight	How Target was Selected
MDU Resources Diluted Adjusted Earnings per Share (EPS)	All the Business Segment Presidents	EPS is a generally accepted accounting principle (GAAP) measurement and is a key driver of stockholder return. This goal applies to the presidents of all business segments to engage them as members of the company’s Management Policy Committee in the overall success of the company.	GAAP EPS (diluted) before discontinued operations plus any operations discontinued after December 31, 2016 and adjusted to remove: - the effect on earnings from losses on asset sales/dispositions pre-approved by the board, - the effect on earnings from withdrawal liabilities relating to multi-employer pension plans, - the effect on earnings from any acquisitions, mergers, or divestitures initiated in 2017, and - the effect on earnings from amendments to the United States tax code adopted in 2017.	$1.15	20%	Target reflects anticipated EPS performance within the range of guidance for 2017 while also being higher than 2016 target and actual results.
Return on Invested Capital (ROIC)	Electric and Natural Gas Distribution Segments President	Provides a measure of how effective the business segment uses its capital and generates a return from its capital. These segments are primarily regulated entities requiring significant capital investment. ROIC is important in providing a return to our stockholders.	Business segment earnings, without regard to after tax interest expense and preferred stock dividends divided by the business segment’s average capitalization for the calendar year.	4.7%	40%	Target reflects returns necessary to achieve the segments’ risk adjusted capital costs while also being higher than 2016 target and actual results in expectation of regulatory rate relief for major capital investments made in 2015.
Return on Invested Capital (ROIC)	Pipeline and Midstream Segment President			6.0%	40%	Target reflects returns necessary to achieve the segment’s risk adjusted capital costs while also being higher than the 2016 target but lower than the 2016 actual results in recognition of lower expected revenues in 2017 resulting from the sale of the Pronghorn gas processing plant.
Business Segment Earnings	Electric and Natural Gas Distribution Segments President	Provides a measure of financial performance.	GAAP business segment earnings adjusted to exclude: - the effect on earnings from losses on asset sales/dispositions pre-approved by the board, - the effect on earnings from withdrawal liabilities related to multi-employer pension plans, - the effect on earnings from any acquisitions, mergers, or divestitures initiated in 2017, and - the effect on earnings from amendments to the United States tax code adopted in 2017.	$77.7 million	40%	Target reflects earnings necessary to achieve the segments’ risk adjusted capital costs while also being higher than 2016 target and actual results.
	Pipeline and Midstream Segment President			$18.0 million	40%	Target reflects earnings necessary to achieve the segment’s risk adjusted capital costs while lower than 2016 target and actual results in recognition of lower expected earnings in 2017 resulting from the sale of the Pronghorn gas processing plant.
	Construction Materials and Contracting Segment President			$63.6 million	80%	Target reflects earnings necessary to achieve the segment’s risk adjusted capital costs and higher than 2016 target but lower than 2016 actual results in recognition that factors contributing to the segment’s record success in 2015 and 2016, such as favorable weather, may not be repeated in 2017.
	Construction Services Segment President			$28.1 million	80%	Target reflects earnings above that necessary to achieve the segment’s risk adjusted capital costs but lower than 2016 target and actual earnings in recognition of the segment’s expectation for growth but offset by the loss of earnings from solar generation projects completed in 2016.



Business Segment	Column A Business Segment Award Opportunity Payout		Column B Percentage of Average Invested Capital		Column A x Column B


Electric and Natural Gas Distribution	176.6	%	60.3	%	106.5	%
Pipeline and Midstream	191.9	%	8.6	%	16.5	%
Construction Materials and Contracting	151.0	%	22.0	%	33.2	%
Construction Services¹	192.8	%	9.1	%	17.5	%
Total Payout Percentage					173.7	%
¹ For purposes of calculating the annual incentive payouts for corporate executives, the award opportunity payout associated with the earnings performance measure for the construction services segment was limited to 200%, which resulted in an unweighted construction services segment award opportunity payout percentage of 192.8% whereas the construction services segment president achieved an award opportunity payout of 226.5%.



Name	Base Salary to Determine Target ($)	Target Long-Term Incentive % (%)	Long-Term Incentive Target ($)	Performance Share Opportunities (#)
David L. Goodin	792,750	225	1,783,688	61,890
Jason L. Vollmer¹	225,500	50	112,750	3,912
David C. Barney	427,140	90	384,426	13,338
Jeffrey S. Thiede	437,750	90	393,975	13,670
Nicole A. Kivisto	378,000	90	340,200	11,804
Doran N. Schwartz²	391,500	90	352,350	12,225
¹ Based on Mr. Vollmer’s position and salary on the date of grant.
² Mr. Schwartz’s shares were forfeited upon his resignation effective September 29, 2017.



Name	Accumulated Pension Change ($)	Above Market Interest ($)
David L. Goodin	330,392	12,335
Jason L. Vollmer	3,681	—
David C. Barney	93,786	—
Nicole A. Kivisto	96,629	302
Doran N. Schwartz	118,256	—



			Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			Grant Date Fair Value of Stock and Option Awards ($) (l)
Name (a)	Grant Date (b)		Threshold ($) (c)	Target ($) (d)	Maximum ($) (e)	Threshold (#) (f)	Target (#) (g)	Maximum (#) (h)	Grant Date Fair Value of Stock and Option Awards ($) (l)
David L. Goodin	2/15/2017	¹	198,188	792,750	1,585,500
	2/15/2017	²				12,378	61,890	123,780	1,504,546
Jason L. Vollmer⁴	2/15/2017	³	33,245	132,981	265,962
	2/15/2017	²				782	3,912	7,824	95,101
David C. Barney	2/15/2017	¹	80,089	320,355	768,852
	2/15/2017	²				2,668	13,338	26,676	324,247
Jeffrey S. Thiede	2/15/2017	¹	82,078	328,313	787,951
	2/15/2017	²				2,734	13,670	27,340	332,318
Nicole A. Kivisto	2/15/2017	³	61,425	245,700	491,400
	2/15/2017	²				2,361	11,804	23,608	286,955
Doran N. Schwartz⁵	2/15/2017	¹	63,619	254,475	508,950
	2/15/2017	²				2,445	12,225	24,450	297,190



	Stock Awards
Name (a)	Number of Shares or Units of Stock That Have Not Vested (#) (g)	Market Value of Shares or Units of Stock That Have Not Vested ($) (h)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)¹	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)²
David L. Goodin	—	—	354,234	9,521,810
Jason L. Vollmer	—	—	14,138	380,029
David C. Barney	—	—	63,998	1,720,266
Jeffrey S. Thiede	—	—	67,544	1,815,583
Nicole A. Kivisto	—	—	60,317	1,621,321
Doran N. Schwartz³	—	—	71,267	1,915,657



	Grandfathered ($)	Subject to §409A ($)	Total ($)
David L. Goodin	271,291	2,228,927	2,500,218
David C. Barney	362,075	1,115,408	1,477,483



Executive Benefits and Payments upon Termination or Change of Control			Voluntary Termination ($)	Not for Cause Termination ($)	Death ($)	Disability ($)	Change of Control (With Termination) ($)	Change of Control (Without Termination) ($)
David L. Goodin
	Compensation:
		Annual Incentive	—	—	—	—	792,750	792,750
		Performance Shares	4,900,080	4,900,080	4,900,080	4,900,080	6,621,837	6,621,837
	Benefits and Perquisites:
		Basic SISP	2,502,092	2,502,092	—	2,502,092	2,502,092	—
		SISP Death Benefits	—	—	6,607,177	—	—	—
		Disability Benefits	—	—	—	—	—	—
	Total		7,402,172	7,402,172	11,507,257	7,402,172	9,916,679	7,414,587
Jason L. Vollmer
	Compensation:
		Performance Shares	—	—	—	—	299,366	299,366
	Benefits and Perquisites:
		Disability Benefits	—	—	—	980,108	—	—
	Total		—	—	—	980,108	299,366	299,366
David C. Barney
	Compensation:
		Annual Incentive	—	—	—	—	320,355	320,355
		Performance Shares	851,383	851,383	851,383	851,383	1,248,908	1,248,908
	Benefits and Perquisites:
		Basic SISP	1,463,790	1,463,790	—	1,463,790	1,463,790	—
		SISP Death Benefits	—	—	3,136,115	—	—	—
		Disability Benefits	—	—	—	277,761	—	—
	Total		2,315,173	2,315,173	3,987,498	2,592,934	3,033,053	1,569,263
Jeffrey S. Thiede
	Compensation:
		Annual Incentive	—	—	—	—	328,313	328,313
		Performance Shares	904,925	904,925	904,925	904,925	1,308,189	1,308,189
	Benefits and Perquisites:
		Disability Benefits	—	—	—	470,306	—	—
	Total		904,925	904,925	904,925	1,375,231	1,636,502	1,636,502
Nicole A. Kivisto
	Compensation:
		Performance Shares	—	—	—	—	1,158,901	1,158,901
	Benefits and Perquisites:
		Basic SISP	261,024	261,024	—	335,704	261,024	—
		SISP Death Benefits	—	—	1,884,651	—	—	—
		Disability Benefits	—	—	—	784,536	—	—
		Total	261,024	261,024	1,884,651	1,120,240	1,419,925	1,158,901



		2017			2016
Audit Fees¹	$	2,327,450		$	2,526,900
Audit-Related Fees²		46,790			16,710
Tax Fees³		17,483			—
All Other Fees⁴		—			3,087
Total Fees⁵	$	2,391,723		$	2,546,697
Ratio of Tax and All Other Fees to Audit and Audit-Related Fees		0.7	%		0.1	%

By order of the Board of Directors,

~~Daniel S. Kuntz~~
~~Secretary~~Karl A. Liepitz