Anthony Foti

About Anthony Foti

Anthony D. Foti (age 42) is MDU’s Chief Legal Officer and Corporate Secretary, appointed in October 2024. He previously held several roles at Foot Locker, Inc., including Senior Vice President, Deputy General Counsel and Corporate Secretary; Vice President, Deputy General Counsel and Assistant Secretary; Associate General Counsel and Assistant Secretary; and Associate General Counsel (2014–2023) . Tenure at MDU: ~1 year as of April 2025. Company-level performance context: 2024 consolidated net income was $281.1 million; regulated energy delivery earnings were $189.7 million; MDU completed spinoffs of Knife River (2023) and Everus (2024), transitioning to a pure-play regulated energy delivery business .

Past Roles

External Roles

Not disclosed.

Fixed Compensation

Not disclosed for Foti (not an NEO in 2024). Company-wide stock ownership policy for executive officers requires beneficial ownership equal to 3x base salary; anti-hedging and anti-pledging policies apply to executives and directors .

Performance Compensation

MDU’s executive incentive framework (EICP and LTI) governs pay-for-performance; Foti’s specific targets/payouts are not disclosed. For context, 2024 design and outcomes for executives were:

Company performance metrics used to fund incentives:

Equity Ownership & Alignment

• Stock ownership policy: executive officers must hold 3x base salary; compliance measured annually; anti-hedging and anti-pledging prohibitions in effect .
• Beneficial ownership: Foti is not individually listed in the 2025 proxy’s beneficial ownership table; no personal share count disclosed there .
• Insider transactions: Numerous Form 4 filings list “Anthony D. Foti” as attorney-in-fact signing for directors (e.g., Dosch, Durkin, Johnson), indicating corporate secretary authority; these filings reflect director equity awards rather than Foti’s personal transactions .

Employment Terms

• Appointment: Chief Legal Officer and Corporate Secretary since October 2024 .
• Employment agreements: Company discloses NEOs are employed at-will and receive no perquisites materially different from employees; Foti’s contract terms are not separately disclosed, but the company framework suggests at-will employment and standard executive policies .
• Non-compete/non-solicit (CIC context): The CIC severance plan requires a signed release with a one-year non-compete and non-solicit; two-year non-disparagement; perpetual confidentiality; arbitration for disputes (release template) .

Change-of-Control Economics & Severance

MDU adopted a CIC Severance Plan effective February 15, 2024. Participants selected by the Compensation Committee receive:

• Prorated target annual incentive for year of termination
• Cash severance equal to a multiple (Tier I 3x; Tier II 2x; Tier III 1.5x) of annual base salary plus target annual incentive
• Retiree medical eligibility or cash equivalent (employer portion up to 12 months times the multiple)
• Outplacement services (up to $10,500)
• Excise tax cutback if beneficial
• Double-trigger vesting under amended LTIP via “Replacement Awards” and qualifying termination within two years of a change in control .

Note: As of plan adoption, named multiples were disclosed for the CEO (3x) and certain NEOs (2x). Foti’s tier/multiple was not individually disclosed .

Governance & Policies (Relevant to Compensation and Alignment)

• Clawback: Incentive Compensation Recovery/Clawback policies apply to executive officers; LTIP specifies clawback for accounting restatements consistent with SEC/NYSE rules .
• Anti-hedging/pledging: Prohibited for directors and executive officers .
• Say-on-Pay: 2024 support exceeded 96% of votes cast; compensation framework retained with enhancements for 2025 .
• Compensation peer group: Revised post-Knife River spinoff to reflect utilities/construction services—includes APi Group, Avista, Comfort Systems, New Jersey Resources, OGE Energy, Primoris, and others .

Investment Implications

• Retention and selling pressure: 2024 executive RSUs have three-year cliff vesting to Dec 2026; this structure tends to reduce near-term selling and enhance retention for award recipients. Foti’s 2024 grant status is not disclosed, but as an executive officer appointed in Oct 2024 he would be subject to this regime going forward .
• Change-in-control guardrails: The CIC plan’s double-trigger vesting, non-compete, and excise tax cutback align incentives to support value-maximizing transactions while mitigating windfalls; Foti’s specific tier is not disclosed, but the framework suggests protected severance in qualifying events .
• Alignment policies: Mandatory ownership (3x salary), anti-hedging/pledging, and clawbacks support shareholder alignment and risk control; corporate secretary role and numerous POA Form 4 signatures indicate strong governance controls around insider reporting .

Appendix: Company Performance & Incentives Context

MDU strategic milestones: completion of Everus spinoff (Oct 2024) and Knife River spinoff (May 2023), with combined market cap growth from $5.9B (May 2023) to $12.9B (Dec 2024), supporting equity value creation claims .