Patricia Chiodo
About Patricia Chiodo
Patricia Chiodo, age 59, is an independent director of Knife River Corporation (KNF) and serves on the Audit and Compensation Committees; she was appointed to the Board on June 27, 2024 and is designated by the Board as an “audit committee financial expert.” Her background includes senior finance leadership across public and private companies, with core credentials in M&A, corporate strategy, risk management, financial reporting, capital markets, and investor relations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verra Mobility Corporation (public) | Chief Financial Officer | Jun 2015 – Jul 2022 | Smart mobility company CFO; financial leadership and reporting |
| Origami Owl, LLC | Co-President & Chief Financial Officer | Sep 2013 – Apr 2015 | Co-led operations and finance at consumer products firm |
| RSC Holdings, Inc. (public; construction/industrial equipment rental) | Chief Financial Officer & SVP | Oct 2010 – Apr 2012 | Executive finance leadership at former public company |
| RSC Holdings, Inc. | Vice President & Controller | Apr 2005 – Aug 2010 | Led controllership and reporting |
| RSC Holdings, Inc. | Assistant Controller | 2002 – Apr 2005 | Financial reporting and controls |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UNS Energy Corporation | Director | Since Feb 2022 | Chair of the Audit Committee since Jul 2024 |
| Embark Technology, Inc. (public; formerly) | Director | Sep 2021 – Aug 2023 | Audit Committee Chair; Compensation Committee member |
| The Crosby Group (private) | Advisory Board Director | Jun 2019 – Jan 2023 | Audit Committee member on advisory board |
| Acme Lift Company, LLC (private) | Director | Mar 2013 – Mar 2015 | Board service at equipment rental company |
Board Governance
- Committee assignments: Audit and Compensation; not a committee chair. Audit met 9 times in 2024 and Compensation met 4 times, indicating meaningful committee workload for members .
- Independence: The Board determined all directors other than the CEO are independent; all Audit and Compensation Committee members are independent. Chiodo is also designated an “audit committee financial expert” .
- Attendance: In 2024, each director attended at least 75% of the combined total Board and committee meetings during their service period .
- Board leadership/engagement: Independent Chair; executive sessions of independent directors at each regularly scheduled quarterly Board meeting .
- Overboarding policy: Directors may not serve on more than two other public company boards; all directors are in compliance .
Fixed Compensation
| Component | Policy / Detail | 2024 Actual for Chiodo |
|---|---|---|
| Annual cash retainer | $110,000 (paid monthly); no meeting fees | $56,222 (prorated from Jun 27, 2024) |
| Committee chair fees | Audit Chair $20,000; Comp Chair $15,000; N&G Chair $15,000 | $0 (not a chair) |
| Equity – RSUs | Standard grant: $150,000 in RSUs at annual meeting; generally 1,905 RSUs granted May 15, 2024 at $78.74; vesting/settlement: day immediately prior to next annual meeting | 1,962 RSUs granted Jun 27, 2024 (prorated) at $70.06; Stock awards fair value $137,500 (2024) |
| Other | Group life insurance $100,000 benefit (cost $103.20/yr); expense reimbursement; director deferral plan (phantom stock) | $60 in “All Other” (prorated life insurance) |
Notes:
- The company’s consultant reported KNF’s average non-employee director cash+equity compensation ranked above the 75th percentile of the peer group in May 2024 (context for pay levels) .
- In May 2024, KNF shifted non-employee director equity from fully-vested stock to RSUs, improving hold-through alignment (settle before next annual meeting) .
Performance Compensation
| Element | Structure | Performance Metrics/Notes |
|---|---|---|
| Performance-based equity | Not used for directors | Director RSUs are time-vested; no performance metrics disclosed |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Chiodo (UNS Energy is not disclosed as a public listing in the proxy) |
| Prior public company boards | Embark Technology, Inc. (Sep 2021–Aug 2023), Audit Chair; Compensation Committee member |
| Potential interlocks with KNF stakeholders | None disclosed; the proxy highlights no related party transactions by directors/officers |
Expertise & Qualifications
- Financial leadership: Former public-company CFO; expertise in M&A, capital markets, financial reporting, risk management, strategy, and investor relations; designated by KNF as an audit committee financial expert .
- Governance/human capital: Service on audit and compensation committees at multiple companies; insights into recruitment, development, and compensation .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Feb 28, 2025) | 0 shares beneficially owned (reported as “—” in table); “<1%” of class |
| Unvested RSUs (Dec 31, 2024) | 1,962 RSUs outstanding (from Jun 27, 2024 prorated grant) |
| Ownership guidelines | Directors must own KNF stock equal to 5x annual cash retainer within 5 years from Jan 1 following initial election; all directors are compliant or within the five-year window |
| Hedging/pledging | Prohibited for directors (no hedging or pledging; margin accounts only with explicit exclusion) |
Governance Assessment
- Positives
- Strong independence and committee placement: Audit and Compensation, with “audit committee financial expert” designation; supports effective financial oversight and pay governance .
- Engagement: Board held 7 meetings; Audit met 9 times; Compensation met 4 times; all directors, including new appointees, met at least a 75% attendance threshold during their service period .
- No conflicts disclosed: No related person transactions involving directors; company highlights absence of director/officer related party transactions .
- Shareholder-aligned governance: Independent Chair; executive sessions each quarter; proposal to eliminate supermajority voting; anti-hedging/pledging policies; clawback policy .
- Watch items / potential red flags
- Low current share ownership: Beneficial ownership reported as zero as of Feb 28, 2025; mitigated by fresh appointment (June 2024) and 5-year window to meet ownership guidelines, with unvested RSUs outstanding .
- Director pay level context: Independent consultant found KNF’s average director cash+equity compensation above the 75th percentile of peers; while competitive, investors may monitor for pay inflation relative to responsibilities and performance .
Overall, Chiodo brings substantial finance and audit expertise, sits on key oversight committees, and meets independence and attendance expectations. Primary investor watchpoints are near-term ownership alignment (expected to build under guidelines and RSU program) and ongoing calibration of director pay levels versus peers .