Patricia Moss
About Patricia L. Moss
Patricia L. Moss, age 71, is an independent director of Knife River Corporation and serves as Audit Committee Chair and a member of the Compensation Committee. She brings deep finance and banking experience as former President and CEO of Cascade Bancorp and CEO of Bank of the Cascades, and is designated an “audit committee financial expert.” Tenure includes long service on the former parent’s board (MDU Resources), with the board skills matrix showing 22 years of combined tenure; she has served on Knife River’s board since 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cascade Bancorp | President & CEO | 1998–Jan 2012 | Led finance, business development, HR, compliance oversight |
| Bank of the Cascades (subsidiary of Cascade Bancorp) | CEO; President | CEO: 1998–Jan 2012; President: 1998–2003 | Bank leadership and governance |
| Cascade Bancorp | COO, CFO, Secretary | 1987–1998 | Financial and operational leadership |
| MDU Resources Group, Inc. | Director | Nov 2003–May 2023 | Former parent of Knife River; board governance experience |
| Aquila Group of Funds | Trustee | Jan 2002–May 2005 (one fund); Jun 2015–2024 (three funds) | Mutual fund board oversight; investment strategies |
| Oregon Investment Council | Vice Chair; Investment Committee member | Dec 2018–Mar 2021 | Oversight of Oregon trust funds allocation |
| Oregon Growth Board | Co-Chair | May 2012–Dec 2018 | Private–public capital access initiatives |
| Other prior boards | Various (Oregon Investment Fund Advisory Council; Oregon Business Council; North Pacific Group, Inc.; Clear Choice Health Plans Inc.) | Various | Governance, strategy, and oversight roles |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| First Interstate BancSystem, Inc. (public) | Director | Since May 2017 | Compensation & Human Capital; Governance & Nominating |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member .
- Audit committee met nine times in 2024; Moss is designated an “audit committee financial expert”; all members independent .
- Board held seven meetings in 2024; disclosure indicates each director attended ≥75% of combined board and committee meetings; executive sessions of independent directors at every regular board meeting .
- Independence: Board determined all directors other than the CEO are independent; all standing committees consist entirely of independent directors .
- Leadership: Board has an independent Chair (Karen B. Fagg); separate Chair and CEO roles .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Paid monthly; no meeting fees |
| Audit Committee Chair fee | $20,000 | Paid monthly |
| Group life insurance | $103.20 per director per year | Provided to non-employee directors |
| Deferred compensation | Optional deferral of cash retainer | Deferred as phantom stock; paid out over five years after board departure |
| Director (2024) | Fees Earned ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Patricia L. Moss | 130,000 | 205,650 | 103 | 335,753 |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Price | Grant Value | Vesting |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 15, 2024 | 1,905 | $78.74 | $150,000 | Vests and settles in shares the day immediately prior to next annual meeting |
| RSUs outstanding (12/31/2024) | — | 1,905 | — | — | — |
| Performance Metrics Tied to Director Pay | Disclosure |
|---|---|
| Performance-based metrics | None; director RSUs are time-vesting only |
Other Directorships & Interlocks
| Company/Entity | Relationship to KNF | Overlap/Interlock Considerations |
|---|---|---|
| First Interstate BancSystem, Inc. | Unrelated (financial services) | Current public directorship; within overboarding policy limits (≤3 boards including KNF) |
| MDU Resources Group, Inc. | Former parent; separation completed May 31, 2023 | Former director (ended May 2023); no current related-party transactions disclosed |
The proxy highlights “No Related Party Transactions by Our Directors or Executive Officers” and details only separation-related agreements post-spin; no director-specific transactions disclosed .
Expertise & Qualifications
- Finance and banking leadership, public company governance, compliance oversight, and human capital experience; regional economic and political insight in the Pacific Northwest .
- Audit Committee financial expert designation; financially literate per NYSE standards .
- Skills matrix indicates strengths in executive leadership, accounting/auditing, capital markets/finance/M&A, risk management/compliance, governance, human capital, and environmental/sustainability .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Feb 28, 2025) | 26,378 shares; <1% of class |
| Unvested RSUs (12/31/2024) | 1,905 |
| Hedging/Pledging | Prohibited by Insider Trading Policy (hedging strategies and pledging/margin use restricted) |
| Director Stock Ownership Guideline | 5x annual cash base retainer; 5-year compliance window from Jan 1 following initial board service |
| Guideline Compliance Statement | Company states all directors are in compliance or within initial 5-year window |
Governance Assessment
- Board effectiveness: As Audit Chair and an audit committee financial expert, Moss strengthens financial reporting, risk oversight (including cybersecurity and sustainability), and internal controls; audit committee met nine times in 2024, indicating active oversight .
- Independence and engagement: Independent status, committee roles on entirely independent committees, and disclosure of ≥75% attendance across directors support investor confidence in governance rigor .
- Pay and alignment: Director compensation comprises fixed cash plus time-vesting RSUs; Moss’s 2024 mix shows meaningful equity exposure ($205,650) and adherence to stock ownership guidelines framework, with anti-hedging/anti-pledging prohibitions bolstering alignment .
- Peer benchmarking: The compensation consultant (Meridian) found KNF’s average director pay above the 75th percentile of peers; the board judged levels appropriate post-spin and shifted equity from immediate stock to RSUs in 2024—investors may monitor future adjustments to ensure pay discipline .
- Conflicts and related-party risk: No related-party transactions involving directors disclosed; overboarding policy limits and current roles indicate low interlock risk; prior MDU Resources service is historical and not a current conflict post-spin .
RED FLAGS
- None disclosed: No related-party transactions; hedging/pledging prohibited; overboarding limits observed; attendance disclosure (≥75%) met by all directors .