Charles Kelley - Director | MDU RESOURCES GROUP (MDU) Executive Profile & Compensation

About Charles Kelley

Charles M. Kelley is an independent director of MDU Resources Group, appointed August 12, 2025, and currently serves on the Audit Committee. He brings over four decades of natural gas industry experience, including a 25-year career at ONEOK, Inc., where he most recently served as SVP, Natural Gas Pipelines, leading strategic growth and capital projects; the Board determined he is independent under NYSE rules and that he will receive MDU’s standard non‑employee director compensation, prorated from his start date .

Past Roles

Organization	Role	Tenure	Committees/Impact
ONEOK, Inc.	Senior Vice President, Natural Gas Pipelines (prior roles over 25-year career)	25 years (dates not disclosed)	Led strategic growth initiatives; oversaw >$600 million in capital projects; significantly increased EBITDA in pipeline segment .

External Roles

Organization	Role	Tenure	Notes
—	—	—	No other public company directorships disclosed in MDU’s filing and news release .

Board Governance

Status and appointment: Elected by the Board on Aug. 12, 2025; Board size increased to nine; term runs until the 2026 Annual Meeting .
Independence: Board determined Kelley is independent under NYSE listing standards .
Committee assignment: Appointed to the Audit Committee upon election .
Board practices context: MDU separates Chair and CEO; all standing committees are fully independent; stock ownership policy; anti‑hedging/anti‑pledging; annual Say‑on‑Pay; clawback policy .
Board attendance context: In 2024, the Board held 14 meetings; each director then serving attended at least 96% of meetings; executive sessions held each regular meeting (Kelley joined in 2025, so 2024 attendance data is historical context) .

Fixed Compensation

MDU non‑employee director compensation program (as disclosed for 2024; standard program applies, with Kelley prorated from Aug. 12, 2025 unless changed):

Component	Amount	Form/Notes
Annual Retainer	$110,000	Cash; directors may defer into phantom stock or divert into common stock .
Committee Chair Retainer – Audit	$20,000	Cash; applies if chair (Kelley is a member, not chair) .
Committee Chair Retainer – Compensation	$15,000	Cash .
Committee Chair Retainer – Nominating & Governance	$15,000	Cash .
Chair of the Board Retainer	$100,000	Cash; reduced to $100,000 in Nov. 2024 after Everus spin; no extra for Vice Chair .
Meeting Fees	$0	No meeting fees; reasonable travel reimbursed .
Deferral Options	—	May defer/divert retainers into phantom stock or stock; with dividend accruals for phantom stock .
Eligibility/Proration	—	New directors receive standard compensation prorated for service period .

Performance Compensation

Director equity awards are not performance‑conditioned; they align interests via stock grants:

Equity Element	Amount/Design	Vesting/Timing
Annual Stock Award	$150,000 (fully‑vested stock); additional $25,000 for Chair of the Board	Granted in November for service in that calendar year; prorated if < full year .

No options or PSU/RSU performance metrics apply to non‑employee directors under the disclosed director program .

Other Directorships & Interlocks

Category	Detail
Current public boards	None disclosed for Kelley in company 8‑K/news release .
Prior public boards	Not disclosed .
Interlocks/overlaps	Prior executive career at ONEOK (industry-adjacent to MDU’s WBI Energy pipeline business); no related‑party transactions disclosed by MDU for 2024 and none noted in Kelley’s appointment filings .

Expertise & Qualifications

Domain expertise: Pipeline development, regulatory strategy, and capital planning for natural gas pipelines; led significant capital programs and EBITDA growth in pipeline segment at ONEOK .
Committee relevance: Appointed to the Audit Committee; no designation as “audit committee financial expert” disclosed for Kelley in appointment documents (MDU’s 2025 proxy identified Douglas Jaeger as the committee’s financial expert at that time) .

Equity Ownership

Item	Detail
Initial Statement of Beneficial Ownership (Form 3)	Filed Aug. 14, 2025; reported no securities beneficially owned as of Aug. 12, 2025 .
Stock Ownership Policy (Directors)	Required to hold MDU stock valued at 5x annual retainer; five years to comply; includes common stock, RSUs, 401(k) shares, and certain family‑held shares; unearned PSAs do not count (for executives) .
Hedging/Pledging	Company prohibits hedging and pledging by directors .

Governance Assessment

Positives for investor confidence
- Independent appointment with domain expertise directly relevant to WBI Energy’s regulated pipeline growth strategy; assigned to Audit Committee at outset .
- Standard, transparent director pay structure emphasizing equity; ownership policy (5x retainer) and anti‑hedging/pledging policies support alignment .
- No related‑party transactions disclosed in the latest proxy year; independence determination under NYSE standards reaffirmed at appointment .
Watch items
- Ownership alignment: Form 3 shows no initial share ownership; monitor progress toward 5x retainer ownership guideline over the five‑year window .
- Potential perceived conflicts: Prior senior role at ONEOK in a sector adjacent to MDU’s pipeline operations; while no related‑party transactions are disclosed, monitor for any commercial intersections and recusal practices if applicable .

Insider Filings Snapshot

Date	Form	Key Disclosure
Aug. 14, 2025	Form 3	Initial statement of beneficial ownership; reported no securities beneficially owned .

References

Appointment, independence, Audit Committee assignment: MDU 8‑K dated Aug. 13, 2025 (Item 5.02) .
Company press release: Aug. 13, 2025; background on Kelley’s ONEOK experience and Audit Committee service .
Director compensation program: MDU 2025 DEF 14A (Components, amounts, stock award design) .
Stock ownership policy, anti‑hedging/pledging, governance practices: MDU 2025 DEF 14A .
Board attendance context (2024): MDU 2025 DEF 14A .
Related‑party transactions (2024): MDU 2025 DEF 14A .