Nathan Ring
About Nathan Ring
Knife River’s CFO since May 3, 2023, Nathan W. Ring (age 49) previously spent 21 years at MDU Resources and its subsidiaries, including Knife River, MDU Construction Services Group, and Centennial Energy Resources, culminating in roles as VP of Business Development and VP/Controller/Chief Accounting Officer at MDU Resources . Knife River delivered record results in 2024—revenue $2.9B (+2% YoY), net income $201.7M (+10% YoY), and Adjusted EBITDA $463.0M (+7% YoY; margin +70 bps to 16.0%)—with executive pay programs tied to Adjusted EBITDA, safety (TRIR/LTIR), relative TSR, and Adjusted EBITDA margin growth . Ring’s pay mix emphasizes at‑risk incentives: target annual cash incentive 75% of base and long‑term equity 170% of base for 2024, aligned to operational and shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Knife River Corporation | Vice President, Business Development | Nov 2017 – May 2023 | Led corporate/business development across Knife River operations prior to CFO appointment |
| MDU Resources Group, Inc. | Vice President, Controller & Chief Accounting Officer | 2014 – 2016 | Enterprise financial leadership, reporting, and controls at parent company |
| Knife River Corporation; MDU Construction Services Group | Controller roles (prior positions) | Pre‑2014 (dates not specified) | Progressive finance/accounting leadership in Knife River/MDU subsidiaries |
External Roles
No public company board roles or external directorships disclosed for Ring in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $302,952 | $394,408 | $525,000 |
| Target Annual Bonus (% of Base) | Not disclosed | 75% | 75% |
| Actual Annual Cash Incentive ($) | $95,127 | $624,096 | $710,399 |
| Other Compensation ($) | $63,077 (401k/DCP/life) | $58,829 (401k/DCP/life) | $80,874 (401k $27,600; DCP $52,500; life $774) |
Additional context:
- Salary increase 2023→2024: +17% (to align toward peer medians) .
- 2024 salary+bonus share of total comp: 21.6% (high equity/incentive weighting) .
Performance Compensation
Annual Cash Incentive – 2024 Results and Payout
| Metric | Weight | Target | Actual (2024) | Payout % | Weighted Payout % |
|---|---|---|---|---|---|
| Adjusted EBITDA | 90% | Not disclosed | $469.5M | 181.8% | 163.6% |
| TRIR | 5% | Not disclosed | 1.89 | 180.8% | 9.0% |
| LTIR | 5% | Not disclosed | 0.39 | 155.2% | 7.8% |
| Total | 100% | 180.4% |
- Ring’s 2024 actual annual cash incentive payout: $710,399 reflecting 180.4% of target .
Long‑Term Equity Incentives – Grant and Design (2024 cycle)
| Element | Grant Date | Target Mix | Metric/Design | Targets/Range | Vesting |
|---|---|---|---|---|---|
| PSAs (Performance Share Awards) | Feb 22, 2024 | 65% of LTIP | 50% Relative TSR vs peer group; 50% Adjusted EBITDA margin growth | TSR: 25th=50%, 50th=100%, 75th+=200%; Margin growth: 33% payout at 30% of target, 100% at target, 200% at 200% of target | Earn over 2024–2026; payout 0–200% in Feb 2027 |
| RSUs (Time‑vested) | Feb 22, 2024 | 35% of LTIP | Service‑based retention | n/a | Vest Dec 31, 2026; settle Jan 2027 |
Ring’s 2024 LTIP grant sizing and values:
- Target long‑term incentive value: $892,500 (170% of $525,000 base) .
- PSAs Target Shares: 8,925; grant date fair value $767,402 .
- RSUs Shares: 4,805; grant date fair value $346,633 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 10,308 shares; less than 1% of class; includes 401(k) holdings |
| Unvested RSUs (as of 12/31/24) | 20,556 total; 15,751 (2023 award vests 12/31/2025) and 4,805 (2024 award vests 12/31/2026); market value $2,089,312 at $101.64/share |
| Unearned PSAs (Target, as of 12/31/24) | 8,925; market value $907,137 at $101.64/share |
| 2024 Vesting/Settlement | 4,258 RSUs vested on 12/31/2024; value realized $432,783 (settled 2/27/2025) |
| Hedging/Pledging | Prohibited for executives/directors by Insider Trading Policy |
| Ownership Guidelines | Executives must own 2–3× base salary; CEO 6×; vested shares must be retained until guidelines are met (net of tax); 5‑year compliance window |
Implication for selling pressure:
- Upcoming settlement waves: 15,751 RSUs in early 2026; 4,805 RSUs + any earned PSAs (0–200% of 8,925 target) in early 2027—potential incremental supply near settlement windows .
Employment Terms
| Provision | Key Terms |
|---|---|
| Role/Start | Appointed VP & CFO effective May 3, 2023 |
| Employment Agreement | No employment agreements guaranteeing continued employment or special termination payments |
| Change‑in‑Control (CIC) Severance | Double‑trigger plan adopted Aug 2024; upon qualifying termination within 2 years of CIC: prorated target annual incentive + 2× (base + target incentive) + 2× COBRA premium multiple for Ring; release required; covenants: 1‑year non‑compete & non‑solicit; 2‑year non‑disparagement; perpetual confidentiality; 280G cutback (no gross‑up) |
| Equity upon CIC | For 2024 awards: PSAs/RSUs deemed fully earned/vest at target upon CIC (with or without termination); starting with 2025 awards, equity vests only on double‑trigger (qualifying termination post‑CIC) |
| RSU/PSA Forfeiture/Retirement Rules | Prior to age 55/10 years service, PSAs/most RSUs forfeited on voluntary/not‑for‑cause termination; prorations apply after age 55/10 years service or upon death/disability per award terms |
| Clawback | Mandatory recoupment of erroneously awarded compensation upon material restatement |
| Deferred Compensation | Company contributed $52,500 in 2024; Ring’s aggregate nonqualified plan balance $305,296 at FYE; plan permits deferrals of salary/annual incentive and in‑service/retirement distributions; employer credits vest over 3 years |
| Retirement & 401(k) | No defined benefit pension participation; 401(k) eligible; retirement contribution for Ring is 5% (in lieu of pension) |
Performance Compensation – Detailed Tables
2024 Target Pay Mix and Sizing
| Component | Base/Percent | Dollar Value |
|---|---|---|
| Base Salary | $525,000 | $525,000 |
| Target Annual Incentive | 75% of base | $393,750 |
| Target Long‑Term Incentive | 170% of base | $892,500 |
2024 Grants of Plan‑Based Awards – Ring
| Grant | Date | Threshold | Target | Maximum | Grant Date Fair Value |
|---|---|---|---|---|---|
| Annual Cash Incentive | (Approved 2/22/2024) | $196,875 | $393,750 | $787,500 | n/a |
| PSAs (2024–2026) | 2/22/2024 | 3,704 sh | 8,925 sh | 17,850 sh | $767,402 |
| RSUs (2024–2026) | 2/22/2024 | n/a | 4,805 sh | n/a | $346,633 |
Compensation Structure Analysis
- Mix shift: No stock options are used; long‑term awards are 65% PSAs (performance‑based) and 35% RSUs (retention), increasing linkage to TSR and margins while maintaining retention incentives .
- Governance features: Independent comp committee and consultant; clawback; anti‑hedging/pledging; stock ownership/retention requirements; annual risk assessment .
- CIC reforms: Transition from single‑trigger equity vesting to double‑trigger starting in 2025—reduces windfall risk, improves alignment .
Related Party Transactions and Red Flags
- Hedging/pledging of company stock prohibited (alignment positive) .
- No employment agreements or unusual perquisites beyond broadly available benefits (shareholder‑friendly) .
- CIC plan uses 280G cutback rather than tax gross‑ups (shareholder‑friendly) .
- No related person transactions involving executives during 2024, aside from disclosed separation‑related agreements with MDU Resources .
Investment Implications
- Strong pay‑for‑performance: 2024 annual incentive paid at 180.4% of target on Adjusted EBITDA and safety metrics; LTIP metrics emphasize TSR and margin expansion, aligning Ring’s incentives with shareholder value creation and the EDGE strategy .
- Retention and potential selling pressure: Significant unvested RSUs (15,751 vest 12/31/2025; 4,805 vest 12/31/2026) and PSAs (8,925 target through 2026) create retention hooks and potential settlement‑related supply near early 2026/2027; hedging/pledging bans limit adverse alignment behaviors .
- Governance and risk: Double‑trigger CIC equity vesting from 2025 and 2× CIC severance multiple for the CFO appropriately balance retention and shareholder protections; clawback policy and ownership guidelines further mitigate risk .
- Company backdrop: 2024 record performance in revenue, net income, and Adjusted EBITDA provides a supportive context for incentive design focused on margin expansion and disciplined growth initiatives .