Thomas Hill
About Thomas W. Hill
Thomas W. Hill (age 68) is an independent Class I director of Knife River Corporation, elected at the 2024 annual meeting (May 14, 2024). His term runs through the 2027 annual meeting. He serves on the Compensation and the Nominating & Governance Committees. Hill brings 40+ years of aggregates, asphalt, cement, and ready-mix leadership, capital allocation, ERM oversight, and governance experience; he was inducted into the Pit & Quarry Hall of Fame in 2024. The board has determined he is independent under NYSE and SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summit Materials, Inc. | Founder; President & CEO; Director; later Senior Advisor; Consultant | CEO/Director Aug 2009–Sep 2020; Senior Advisor Sep 2020–Dec 31, 2020; Consultant Jan 2021–Jul 2023 | Led formation and growth of an integrated materials platform; capital markets and allocation experience |
| Oldcastle, Inc. (CRH) | CEO, Oldcastle Inc.; CEO, Oldcastle Materials; President, Oldcastle Materials | President 1991–2000; CEO Materials 2000–2006; CEO Oldcastle 2006–2008 | Large-scale operating leadership in construction materials |
| CRH plc | Director | 2002–Jun 2008 | Board oversight at a global building materials leader |
| Firstlight Management, LP | Research & consulting services provider | Jun 2022–Feb 2024 | Investment/industry insights; later reviewed for independence (see governance) |
| Industry Associations | Treasurer; Chair (ARTBA chair 2002–2004) | Various; 2002–2004 chair role | Sector advocacy; governance and policy exposure |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Hill in KNF’s 2025 proxy. |
Board Governance
- Board and Committee Roles
- Committees: Compensation (member); Nominating & Governance (member). Chairs: Compensation—Germán Carmona Alvarez; Nominating & Governance—William J. Sandbrook; Audit—Patricia L. Moss.
- Committee meeting cadence in 2024: Audit (9), Compensation (4), Nominating & Governance (5).
- Independence and Conflicts
- Independence: Board determined all directors except the CEO are independent (includes Hill).
- Firstlight context: Before nomination, Hill provided research/consulting to Firstlight (Jun 2022–Feb 2024); he invested $1,000,000 in a Firstlight KNF-focused fund (Jul 2023). Firstlight recommended Hill in Sep 2023; the KNF fund fully exited its KNF position in Jun 2024. Board concluded Hill is independent.
- Attendance and Engagement
- Board met seven times in 2024; each director attended at least 75% of combined board/committee meetings during their service. Independent directors hold executive sessions at each regular quarterly board meeting.
- Structure and Policies
- Class structure transitions to declassified board at 2027 annual meeting; majority voting standard in uncontested elections with conditional resignation policy.
- Separate Chair and CEO roles; overboarding policy limits directors to ≤2 other public boards (compliant).
- Hedging/pledging of company stock prohibited for directors.
Fixed Compensation
- Director Compensation Policy (effective May 15, 2024):
- Annual cash retainer: $110,000; no meeting fees.
- Annual equity award: RSUs valued at $150,000, vesting the day immediately prior to the next annual meeting.
- Chair fees: Board Chair $125,000 cash + $25,000 RSUs; Committee Chairs—Audit $20,000; Compensation $15,000; Nominating & Governance $15,000.
- Deferral plan available; group life insurance (~$103 per director).
- 2024 Actuals for Hill (prorated starting May 14, 2024):
| Metric | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $64,167 |
| Stock Awards ($) | $150,000 |
| All Other Compensation ($) | $69 |
| Total ($) | $214,236 |
Notes: Board changed director equity from fully-vested stock awards (pre-May 15, 2024) to RSUs (post-May 15, 2024). Meridian’s analysis indicated KNF’s average director cash+equity compensation ranked above the 75th percentile of peers.
Performance Compensation
- Equity Awards (Directors)
- RSUs granted May 15, 2024: 1,905 units per non-employee director (value $150,000 at $78.74 close); vest and settle in shares immediately prior to next annual meeting.
- Hill’s unvested RSUs outstanding at 12/31/2024: 1,905.
| Grant Date | Instrument | Quantity | Fair Value | Reference Price | Vesting |
|---|---|---|---|---|---|
| May 15, 2024 | RSU | 1,905 | $150,000 | $78.74 | Vests/settles day before next annual meeting |
| 12/31/2024 (status) | RSU (unvested) | 1,905 | — | — | Unvested at year-end |
Note: Director RSUs are time-based; no performance metrics apply to director equity.
Other Directorships & Interlocks
| Company | Type | Status | Notes |
|---|---|---|---|
| CRH plc | Public | Former Director (2002–2008) | Historical service at a major sector peer; no current interlock disclosed. |
| Firstlight Management LP | Investment firm | Consultant (Jun 2022–Feb 2024) | Hill invested $1,000,000 in a Firstlight KNF-focused fund (Jul 2023); fund exited KNF by Jun 2024; board maintained independence determination. |
Expertise & Qualifications
- Skills matrix indicates Hill contributes: executive leadership; capital markets/finance/M&A; risk management/compliance; industry experience; public company governance; human capital management.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (2/28/2025) | — shares reported for Hill; less than 1% of class. |
| Unvested RSUs (12/31/2024) | 1,905 units. |
| Stock Ownership Guidelines | Directors must own 5x annual cash retainer; 5-year window from Jan 1 following initial election to comply. All directors are in compliance or within five years. |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy. |
Say‑on‑Pay & Shareholder Feedback (Context)
| Proposal (Annual Meeting May 22, 2025) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say‑on‑pay (Advisory) | 43,551,803 | 2,233,830 | 145,389 | 6,059,452 |
| Eliminate supermajority voting (charter restatement) | 45,614,884 | 242,529 | 73,609 | 6,059,452 |
Governance developments: Stockholders approved eliminating supermajority voting; KNF filed Second Amended and Restated Certificate of Incorporation and aligned bylaws effective May 22, 2025.
Governance Assessment
-
Positives
- Independent director with deep operating and capital allocation experience in core end-markets; serves on two key committees (Compensation; Nominating & Governance).
- Strong board process: majority voting, annual executive sessions of independents, overboarding limits, and transition to declassified board in 2027.
- Shareholder-aligned governance enhancements: elimination of supermajority voting passed in 2025.
- Attendance: met ≥75% threshold in 2024 like all directors; committees on regular cadence.
-
Watch items / RED FLAGS
- Zero beneficial share ownership reported as of Feb 28, 2025 (unvested RSUs outstanding); as a 2024 appointee, he remains within the five‑year ownership‑guideline window; nonetheless, low current “skin in the game” may be viewed cautiously by governance‑focused investors.
- Director pay benchmarking: consultant indicated KNF’s average director cash+equity compensation ranked above the 75th percentile of peers—monitor for pay inflation risk versus governance outcomes.
- Firstlight connection optics: consulting relationship and investment in a KNF-focused fund prior to nomination; fund fully exited in Jun 2024 and the board affirmed Hill’s independence—board oversight mitigates but warrants continued monitoring for any future related-party exposure.
-
Compensation structure alignment
- Mix skews to fixed retainer plus time‑vested RSUs (no performance metrics for directors), which is standard but places emphasis on ownership policy compliance for alignment over time.
-
Overall
- Hill’s sector expertise and committee participation support board effectiveness. Areas to monitor: personal equity accumulation pace versus guideline, and continued absence of related‑party ties.