Marney Kadrmas
About Marney Kadrmas
Marney L. Kadrmas, age 55, is Vice President and Chief Accounting Officer (principal accounting officer) of Knife River Corporation, appointed February 28, 2025; she previously served as Chief Accounting Officer from May 31, 2023 and has held senior accounting and controller roles at Knife River since 2005 . During her current tenure, Knife River delivered record FY2024 results (Revenue $2.899B, Net Income $201.7M, Adjusted EBITDA $463.0M, Adj. EBITDA margin 16.0%) and has continued momentum into 2025 with Q3 revenue of $1.2037B and Adjusted EBITDA of $272.8M; since becoming a standalone public company in mid-2023, TSR equated to $290 on a $100 initial investment by year-end 2024 . She is a signatory on SEC filings and serves as Knife River’s principal accounting officer, underscoring accountability for financial reporting and controls .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Knife River Corporation (Corporate) | Vice President & Chief Accounting Officer | Feb 2025–present | Principal accounting officer oversight; SEC reporting; controls and disclosures . |
| Knife River Corporation (Corporate) | Chief Accounting Officer | May 2023–Feb 2025 | Led corporate accounting through separation and public company transition . |
| Knife River Corporation – Northwest (Subsidiary) | Vice President, Region Controller & Assistant Secretary | Jan 2022–May 2023 | Regional financial leadership; governance duties . |
| Knife River Corporation – Northwest (Subsidiary) | Region Controller & Assistant Secretary | Jul 2014–Dec 2021 | Regional controllership; financial management . |
| Knife River Corporation (Corporate) | Director of Accounting | 2012–2014 | Consolidated accounting; systems/process improvements . |
| Knife River Corporation (Corporate) | Financial Planning & Reporting Manager | 2005–2012 | FP&A leadership; reporting . |
External Roles
- No public company external directorships or committee roles disclosed in the proxy or 10-K for Marney Kadrmas .
Fixed Compensation
- Executive employment agreements are not used; compensation comprises base salary plus at-risk incentives governed by policy and committee oversight .
- 2024 NEO target design (policy context for senior executives): annual cash incentive tied to Adjusted EBITDA and safety metrics; long-term equity split between PSAs (65%) and RSUs (35%). Specific base salary or target bonus percentages for the CAO are not disclosed .
Performance Compensation
| Metric | Weighting (%) | Threshold | Target | Maximum | 2024 Actual | Payout % | Weighted Payout % |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA | 90% | $325.5M | $434.0M | $477.4M | $469.5M | 181.8% | 163.6% |
| TRIR (safety) | 5% | 2.40 | 2.10 | 1.84 | 1.89 | 180.8% | 9.0% |
| LTIR (safety) | 5% | 0.91 | 0.55 | 0.26 | 0.39 | 155.2% | 7.8% |
| Long-Term Incentive Component | Design | Performance Metrics | Period | Vesting/Settlement |
|---|---|---|---|---|
| PSAs (65% of LTI) | Earn 0–200% of target | Relative TSR vs peer group; Adjusted EBITDA margin growth | 2024–2026 | Measured Dec 31, 2026; payout Feb 2027 . |
| RSUs (35% of LTI) | Time-based retention | N/A | 3-year tranches | 2024 grant vests Dec 31, 2026; settled Jan 2027 . |
- The peer group used for TSR benchmarking spans 17 construction materials/building products companies (e.g., Vulcan, Martin Marietta, Summit Materials, Eagle Materials) .
Equity Ownership & Alignment
- Anti-hedging/anti-pledging: executives and directors are prohibited from hedging company stock and from pledging/margin accounts (with limited margin-account exceptions requiring explicit exclusion) .
- Executive stock ownership policy: CEO 6x base salary; other executive officers 2–3x base salary; mandatory retention—hold net after-tax vested shares until guideline met .
| Vesting Schedule (current programs) | Grant Year | Vest Date | Settlement | Notes |
|---|---|---|---|---|
| RSUs | 2023 | Dec 31, 2025 | Early 2026 (historically in late Feb) | 2024 vested RSUs settled Feb 27, 2025 for certain NEOs, indicative of settlement cadence . |
| RSUs | 2024 | Dec 31, 2026 | Jan 2027 | Standard 3-year cliff vest . |
| PSAs | 2024–2026 | Dec 31, 2026 (measurement) | Feb 2027 | 0–200% payout; metrics: relative TSR, Adj. EBITDA margin growth . |
- For separations (proration rules): PSAs and RSUs are forfeited or prorated based on age/service and year within the cycle; double-trigger change-of-control treatment moves to qualifying termination for 2025 grants (no single-trigger vesting) .
Employment Terms
| Term | Disclosure | Notes |
|---|---|---|
| Appointment | VP & Chief Accounting Officer effective Feb 28, 2025; previously Chief Accounting Officer from May 31, 2023 . | Principal accounting officer; SEC filing signatory . |
| Employment Agreement | None (company does not use executive employment agreements) . | Compensation governed by committee policies. |
| Clawback | Incentive Compensation Recovery Policy compliant with Rule 10D-1; applies to current/former executive officers on material restatement regardless of misconduct . | Administered by Compensation Committee. |
| Change-in-Control Plan | CIC plan adopted Aug 2024; double-trigger vesting starting with 2025 equity awards; benefits require qualifying termination, release, and covenants . | Covenants: 1-year non-compete/non-solicit; 2-year non-disparagement; perpetual confidentiality; 4999 excise tax cutback if beneficial . |
Performance & Track Record
| Metric | FY2023 | FY2024 |
|---|---|---|
| Revenue ($B) | $2.830 | $2.899 |
| Net Income ($M) | $182.9 | $201.7 |
| Adjusted EBITDA ($M) | $432.4 | $463.0 |
| Adjusted EBITDA Margin (%) | 15.3% | 16.0% |
| Total Shareholder Return (value of initial $100 investment) | 2023 | 2024 |
|---|---|---|
| Company TSR ($) | $188.98 | $290.23 |
| Peer Group TSR ($) | $120.11 | $117.14 |
- Q3 2025 operational performance: Revenue $1,203.7M; Net Income $143.2M; Adjusted EBITDA $272.8M; Adj. EBITDA margin 22.7%; record backlog of $995M, up 32% YoY .
Compensation Governance, Peer Group & Say-on-Pay
- Compensation peer group (benchmarking): Allegion, Arcosa, Armstrong World Industries, Compass Minerals, Construction Partners, Dycom, Eagle Materials, Gibraltar Industries, Granite Construction, Martin Marietta, Masonite, Minerals Technologies, Simpson Manufacturing, Sterling Infrastructure, Summit Materials, The AZEK Company, Vulcan Materials .
- Say-on-Pay: 96% approval at 2024 annual meeting; board asserts strong pay-for-performance alignment .
Related Policies and Risk Indicators
- Prohibitions against hedging/pledging of company stock (alignment) .
- No stock options used (reduces repricing risk) .
- No tax gross-ups (shareholder-friendly) .
- Robust audit committee oversight of financial reporting, cybersecurity, and sustainability risks; CAO role interfaces closely with these processes .
Investment Implications
- Alignment: Strong pay-for-performance mechanics (90% EBITDA + safety metrics in annual plan; TSR + margin growth in PSAs), anti-hedging/pledging, and stock ownership/retention requirements support executive-shareholder alignment; the CAO role is subject to clawback on restatement, reinforcing discipline in financial reporting .
- Retention and selling pressure: Time-vested RSUs with three-year cliffs and double-trigger CIC (post-2025 awards) reduce immediate vesting catalysts; insider selling pressure assessment requires monitoring Form 4 filings—no such transactions were disclosed in the reviewed proxy/10-K; watch for vest events (Dec 2025 and Dec 2026) that could mechanically increase sellable shares .
- Execution risk: As principal accounting officer and SEC signatory, Kadrmas’ governance and controls stewardship are pivotal; the clawback policy and audit committee oversight mitigate restatement risk but heighten consequence severity if issues arise .
- Benchmarking: Peer group anchored in construction materials/building products suggests compensation targets and performance hurdles are calibrated to sector dynamics; continued margin expansion and elevated backlog provide favorable backdrop, supporting incentive payout potential while maintaining controls rigor .