Anne Jones
MDU RESOURCES GROUPAbout Anne Jones
Anne M. Jones (age 61) is Chief Human Resources, Administration, and Safety Officer at MDU Resources Group, Inc., a role she has held since January 2025; previously she was Vice President and Chief Human Resources Officer (Nov 2021–Jan 2025) and Vice President–Human Resources (Jan 2016–Oct 2021) . In 2024, Jones’ annual incentive paid out at 161.6% of target on strong financial, strategic, and operational goal attainment under the EICP, indicating above-target performance alignment in the year MDU completed its second spinoff, with executives collectively citing the creation of ~$7B of incremental value across MDU/Knife River/Everus from May 2023 to Dec 2024 as evidence of the transformation’s success . She participates in a pay mix emphasizing at‑risk compensation (consistent with other NEOs) with long-term equity via RSUs vesting on a three‑year cliff schedule, and is covered by a double‑trigger CIC severance plan (2x multiple for non‑CEO NEOs) with equity acceleration provisions, aligning retention and value‑creation incentives .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| MDU Resources Group, Inc. | Chief Human Resources, Administration, and Safety Officer | Jan 2025–present | Senior leadership of HR, administration, and safety through post‑spinoff phase (as disclosed by title) |
| MDU Resources Group, Inc. | Vice President & Chief Human Resources Officer | Nov 2021–Jan 2025 | HR leadership during major portfolio reshaping (as disclosed by title) |
| MDU Resources Group, Inc. | Vice President – Human Resources | Jan 2016–Oct 2021 | Enterprise HR leadership (as disclosed by title) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No external directorships/roles disclosed for Jones in the 2025 proxy . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary (Summary Compensation Table) | $385,000 | $405,000 | $443,256 (includes $22,256 vacation payout above policy) |
| Base salary rate (year-end) | — | $405,000 | $421,000 (4.0% increase) |
| All other compensation | $81,271 | $106,666 | $90,527 |
| All other comp detail – 401(k) match | — | — | $46,000 |
| All other comp detail – DCP company contribution | — | — | $42,100 |
| All other comp detail – Life insurance premium | — | — | $627 |
| All other comp detail – Matching charitable contributions | — | — | $1,800 |
| Total compensation | $888,013 | $1,249,942 | $1,368,834 |
Note: 2024 “Change in Pension Value and NQDC Earnings” shows “—” in the Summary Compensation Table due to a negative pension value change; proxy footnote discloses a negative $(35,307) change for Jones in 2024 (not included in column (f) per SEC rules) .
Performance Compensation
Annual Incentive (EICP)
| Item | 2024 |
|---|---|
| Target bonus as % of base salary | 50% |
| Target bonus ($) | $210,500 |
| Payout as % of target | 161.6% |
| Actual payout ($) | $340,168 |
| Responsible Business modifier | +5.0% included in payout |
| 2024 EICP Metric Design (Corporate Executives) | Weight | Result contribution |
|---|---|---|
| Adjusted Business Segment Earnings (financial) | 80% | Contributed to 116.6% “financial performance measure” result used in payout |
| Everus Spinoff (strategic) | 20% | Contributed to 40.0% “strategic performance measure” result used in payout |
| Responsible Business modifier | +/-5% | +5.0% achieved |
2025 design change: mix shifts to 70% Adjusted EPS from Continuing Operations and 30% operational “CORE” goals; LTI returns to 70% PSAs/30% RSUs with PSA metrics of 3‑yr cumulative EPS (50%) and relative TSR (50%) .
Long-Term Incentive (RSUs)
| Grant | Grant date | Original RSUs (#) | Converted RSUs post-Everus spinoff (#) | Grant date fair value ($) | Vesting |
|---|---|---|---|---|---|
| 2024 RSU | Feb 15, 2024 | 19,742 | 37,718 | $411,621 | 3‑yr cliff; vests 12/31/2026; settlement by Mar 2027 |
| 2023 RSU (outstanding at YE) | — | — | 30,170 | — | 3‑yr cliff; vests 12/31/2025 |
| Equity status at 12/31/2024 | Amount |
|---|---|
| Unvested RSUs outstanding (#) | 67,888 |
| Market value of unvested RSUs ($18.02 close) | $1,223,342 |
| Stock vested in 2024 – shares (#) | 26,761 |
| Stock vested in 2024 – value ($) | $508,022 |
| Stock awards recognized (Summary Compensation Table) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock awards ($, ASC 718 grant-date fair value and spin‑increment) | $312,594 | $339,977 | $494,883 (includes $83,262 spin conversion incremental value) |
2024 LTI consisted solely of RSUs (no options/PSAs) to prioritize retention through the spinoff period; the company does not grant stock options .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Record Date) | 91,617 common shares (less than 1%); no individual director/NEO owned ≥1% |
| Unvested RSUs at YE 2024 | 67,888 units (market value $1,223,342 at $18.02 close) |
| Stock ownership guidelines | Section 16 officers (including NEOs) must hold 3x annual base salary rate; RSUs and common stock count (unearned PSAs do not) |
| Compliance status | The Board stated the CEO and other executive officers were in compliance as of end‑2024 or within the initial 5‑year period to comply |
| Hedging/pledging | Prohibited for executives; anti‑hedging and anti‑pledging policies apply |
| Form of equity | RSUs; no stock options are granted |
Implications: Three‑year cliff vesting dates (12/31/2025 and 12/31/2026) create identifiable windows for tax‑related share withholding and potential discretionary sales post‑settlement; the ownership policy’s “hold until compliant” feature can temper selling pressure if below guideline .
Employment Terms
| Provision | Jones |
|---|---|
| Employment agreement | None; executives are at‑will; no severance benefits outside CIC plan |
| CIC severance multiple | 2x (lump sum of base salary + target EICP), plus prorated EICP, health benefits/cash, and outplacement; payments reduced if needed to avoid 4999 excise tax; double‑trigger (“qualifying termination” within 2 years of CIC) |
| Potential payments (assumed 12/31/2024 termination) | CIC with termination: Severance $1,549,885; LTI $1,255,501; Nonqualified deferred comp $259,153; Total $3,064,539 |
| CIC without termination | LTI acceleration $563,417 (assumes replacement award treatment for 2024 grants) |
| Death/Disability (illustrative values) | Death: LTI $606,287; NQDC $563,477; Total $1,169,764. Disability: LTI $606,287; NQDC $259,153; Disability insurance present value $113,692; Total $979,132 |
| LTI treatment on CIC | Awards vest in full unless a “Replacement Award” of similar value/terms is provided; 2023 RSUs fully vest; 2024 RSUs may be replaced |
| Voluntary/without cause after age 55 + 10 yrs service | 2023 RSUs prorated 24/36 months; 2024 RSUs forfeited (for Jones) |
| Clawback | Company will recover incentive comp per SEC/NYSE rules; LTIP includes clawback language |
| Non‑compete/non‑solicit | Not disclosed in proxy |
| Perquisites | No perquisites materially different from general employees |
| Deferred compensation (DCP) | May defer up to 80% salary/100% EICP; Company contribution for Jones equals 10% of base salary; employer credits vest ratably over 3 years; full vest on death/disability/age 65 + 10 yrs; CIC with termination pays in lump sum |
| Retirement programs | Eligible in frozen Pension Plan; also participates in 401(k), Defined Contribution Plan, and DCP |
Investment Implications
- Pay-for-performance and retention: 2024 EICP paid 161.6% of target for Jones on above‑target financial results and successful strategic execution (Everus spinoff), while 2024 LTI shifted entirely to time‑based RSUs to retain leadership through the transformation; in 2025, PSAs with EPS and relative TSR targets reintroduce explicit performance equity leverage .
- Vesting overhang and selling pressure: Jones has two cliff‑vesting tranches (12/31/2025 and 12/31/2026) totaling 67,888 RSUs at YE 2024; expect tax‑withholding at vest and potential incremental liquidity around settlement dates, constrained by ownership guidelines and anti‑hedge/pledge policies .
- Alignment and downside protection: Double‑trigger CIC (2x cash multiple for NEOs) and equity acceleration mechanics protect the executive team in strategic transactions, but do not include tax gross‑ups; clawback is in place, and stock options are not used (limits windfall risk), signaling balanced governance .
- Ownership and skin‑in‑the‑game: 91,617 owned shares plus unvested RSUs evidence meaningful exposure; executives must maintain 3x salary ownership, and the company reported compliance or within‑window status at year‑end 2024, supporting alignment with shareholders .
- Governance temperature check: Say‑on‑pay support was over 96% in 2024 and the committee uses an independent consultant, reducing headline governance risk on pay .
Appendix: Multi‑Year Compensation (Jones)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $385,000 | $405,000 | $443,256 |
| Stock awards ($) | $312,594 | $339,977 | $494,883 |
| Non‑equity incentive ($) | $109,148 | $363,488 | $340,168 |
| Change in pension/NQDC ($) | — | $34,811 | — (footnote discloses $(35,307)) |
| All other comp ($) | $81,271 | $106,666 | $90,527 |
| Total ($) | $888,013 | $1,249,942 | $1,368,834 |