Trevor Hastings
About Trevor Hastings
Trevor J. Hastings (age 51) is Knife River’s Vice President and Chief Operating Officer, appointed May 31, 2023; prior roles include President & CEO of WBI Energy (2017–2023) and senior roles in business development and corporate development at Knife River/MDU subsidiaries (2007–2017) . During his tenure as COO, Knife River delivered record 2024 results: revenue $2,899.0 million (+2% YoY), Adjusted EBITDA $463.0 million (+7% YoY) with margin at 16.0% (+70 bps), and company TSR since listing rose to 290.23 by year-end 2024 (from 188.98 in 2023), reflecting execution of the “Competitive EDGE” strategy focused on margin improvement, discipline, growth, and excellence .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| WBI Energy (MDU subsidiary) | President & CEO | 2017–2023 | Led a natural gas transportation provider; executive leadership experience prior to Knife River separation . |
| Knife River Corporation (now KRC Materials, Inc.) | VP, Business Development & Operations Support | 2012–2017 | Drove operational and development initiatives within Knife River’s predecessor entity . |
| Knife River Corporation (now KRC Materials, Inc.) | VP, Corporate Development | 2007–2012 | Led corporate development activities, supporting growth and integration . |
External Roles
No external public company directorships disclosed for Hastings in the proxy’s executive officer section .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $400,000 | $466,904 | $525,000 |
| Target Annual Cash Incentive (% of Base) | — | 75% | 75% |
| Actual Annual Cash Incentive ($) | $36,720 | $752,381 | $710,399 |
| All Other Compensation ($) | $97,478 | $82,322 | $94,674 |
Performance Compensation
Annual Cash Incentive Framework and 2024 Outcomes
| Metric | Weighting | Target | Actual (2024) | Payout % | Weighted Payout % |
|---|---|---|---|---|---|
| Adjusted EBITDA | 90% | $434.0M | $469.5M | 181.8% | 163.6% |
| TRIR | 5% | 2.10 | 1.89 | 180.8% | 9.0% |
| LTIR | 5% | 0.55 | 0.39 | 155.2% | 7.8% |
| Total | 100% | — | — | — | 180.4% |
Long-Term Incentive (2024–2026 cycle)
| Component | Grant Date | Shares/Units | Weighting | Performance Metrics | Vesting |
|---|---|---|---|---|---|
| Performance Share Awards (PSAs) | Feb 22, 2024 | 8,925 target (0–200% earn-out) | 65% of LTI | Relative TSR vs peer group and Adjusted EBITDA margin growth (equal-weighted; threshold 25th TSR percentile=50%; target=100%; 75th+=200%) | Earned over 3 years; measured at 12/31/2026; settle Feb 2027 |
| Restricted Stock Units (RSUs) | Feb 22, 2024 | 4,805 | 35% of LTI | Time-based retention | Vest on 12/31/2026; settle Jan 2027 |
Outstanding Equity and Recent Vesting
| Metric | 2023 Award (vest 12/31/2025) | 2024 Award (vest 12/31/2026) | Total |
|---|---|---|---|
| Unvested RSUs (#) | 18,739 | 4,805 | 23,544 |
| Unearned PSAs (#) | — | 8,925 (target level) | 8,925 |
| Shares Vesting in 2024 and Settled 2/27/2025 | — | — | 10,223 RSUs; $1,039,066 value at $101.64/share |
Program Design and Governance
- No stock options used; LTI delivered entirely in stock (PSAs/RSUs) .
- Clawback policy (Rule 10D-1 compliant) effective Oct 2, 2023, covering erroneously awarded incentive-based compensation on restatements .
- Anti-hedging and anti-pledging policy for executives/directors (no margin accounts/pledges except explicitly excluded) .
Equity Ownership & Alignment
| Ownership and Alignment Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 22,934 shares; <1% of class; includes full shares in 401(k) . Outstanding shares 56,652,361 as of 3/28/2025 . |
| Unvested RSUs (market value) | 23,544 RSUs; $2,393,012 at $101.64/share . |
| Unearned PSAs (market value at target) | 8,925 PSAs; $907,137 at $101.64/share . |
| Stock Ownership Guideline | Requirement 3× base salary; Hastings at 9.0×; compliance due by 6/1/2028 (already exceeds) . |
| Hedging/Pledging | Prohibited per Insider Trading Policy (alignment positive) . |
Employment Terms
| Term | Detail |
|---|---|
| Current Role Start | Appointed VP & COO effective May 31, 2023 . |
| Employment Agreements | None; no guaranteed employment or special termination payments outside plans . |
| Change-in-Control Severance Plan (adopted Aug 2024) | Double-trigger cash severance: prorated target annual bonus; 2× (base + target bonus); 2× COBRA premium multiple; subject to release and restrictive covenants (1-year non-compete and non-solicit; 2-year non-disparagement; perpetual confidentiality) . |
| CIC Vesting Treatment (current awards) | For 2024 awards, PSAs and RSUs vest at target upon change of control (with or without termination); starting with 2025 grants, equity uses double-trigger vesting . |
| Potential Payments (illustrative at 12/31/2024) | With termination after CIC: PSAs $907,137; RSUs $2,393,012; Cash under CIC plan $1,963,580; total incl disability $5,263,729; CIC without termination total $3,300,149 . |
| Pension/SERP | Participates in KRC Pension Plan (13 years credited service) and SISP (10 years). Present values: Pension $273,185; SISP $344,508 . SISP annual retirement benefit $64,320; death benefit $128,640; vest at 10 years; forfeiture for cause . |
| Deferred Compensation | Company DCP contribution $52,500 (2024); aggregate nonqualified plan balance $358,285 (2024 YE) . |
| Other Benefits | 401(k) company contributions $41,400 (2024); group life premiums $774 (2024) . |
Multi-Year Compensation (Knife River NEO – Trevor J. Hastings)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $400,000 | $466,904 | $525,000 |
| Stock Awards ($) | $405,956 | $768,210 | $1,114,035 |
| Non-Equity Incentive ($) | $36,720 | $752,381 | $710,399 |
| Change in Pension/SERP Value ($) | — | $58,062 | — (reported as (35,025) net change in actuarial value) |
| All Other Compensation ($) | $97,478 | $82,322 | $94,674 |
| Total ($) | $940,154 | $2,227,879 | $2,444,108 |
Compensation Structure Analysis
- Cash vs equity mix: Larger tilt to equity and performance (PSAs/RSUs) with no stock options; LTI 65% PSAs, 35% RSUs; annual incentive 90% Adjusted EBITDA, 10% safety metrics (TRIR/LTIR) .
- Target changes: 2024 base salary raised 5% for Hastings; target annual incentive remained 75% of base; LTI target set at 170% of base, translating to 8,925 PSAs and 4,805 RSUs at $65 grant valuation .
- Governance safeguards: Clawback policy; anti-hedging/pledging; adoption of double-trigger CIC vesting for 2025 awards; strong say-on-pay support (96% approval in 2024) .
Related Party Transactions and Red Flags
- No related person transactions involving executives reported since beginning of 2024 (apart from disclosed separation-related agreements with former parent) .
- No option repricing (company does not use options) .
- Anti-hedging/pledging policy in place; no hedging/pledging permitted for executives (alignment positive) .
- Say-on-pay support high (96%), reducing compensation governance risk .
Compensation Peer Group (Benchmarking)
Peer set used for benchmarking CEO/CFO/CLO roles (context for overall NEO pay positioning): includes companies such as Summit Materials, Martin Marietta Materials, Vulcan Materials, Dycom Industries, and others (17 peers; median revenues $2.2B) .
Equity Ownership & Vesting Timeline (Insider Selling Pressure Signals)
- Upcoming RSU vest dates and magnitudes: 18,739 RSUs scheduled to vest Dec 31, 2025; 4,805 RSUs vest Dec 31, 2026 (settlements follow) .
- PSA settlement contingent on performance through Dec 31, 2026; potential issuance up to 200% of 8,925 target in Feb 2027 .
- Recently vested 10,223 RSUs settled Feb 27, 2025 (value $1,039,066), a timing to monitor for potential selling activity around settlement windows .
Employment Terms (Detailed Vesting/Severance Economics)
| Provision | Terms |
|---|---|
| RSU Termination Treatment | Before age 55 with 10 years service: forfeiture except for already-vested grants; death/disability prorate based on months in vesting period . |
| PSA Termination Treatment | Before age 55 with 10 years service: forfeiture; after age 55/10 years, second-year prorate, third-year full based on performance; first-year forfeiture . |
| CIC Definition | Ownership/board change thresholds; major transaction/asset sale; liquidation/dissolution triggers per LTIP . |
Investment Implications
- Alignment strong: Hastings exceeds stock ownership guideline (9× vs 3×), is covered by anti-hedging/pledging and clawback policies, and has a high proportion of pay at risk tied to Adjusted EBITDA and TSR/margin growth (supports long-term value focus) .
- Near-term selling pressure: Sizeable RSU settlements (10,223 settled in Feb 2025) and upcoming vestings in 2025–2026 could create episodic supply; monitor trading windows and 10b5-1 plans if disclosed in future filings .
- Change-in-control economics: 2× cash severance plus full vesting of 2024 equity at target on CIC is shareholder-sensitive; shift to double-trigger for 2025 awards reduces windfall risk (improves governance posture) .
- Retention risk mitigants: Participation in pension and SISP with meaningful present values, plus DCP credits and robust LTI pipeline, reduce near-term departure risk (positive for operational continuity) .
- Performance linkage credible: 2024 incentives paid at 180.4% due to strong EBITDA and safety results; company-level record revenue and margin expansion underpin incentive outcomes and signal operational execution under Hastings’ purview .