Dennis Johnson
MDU RESOURCES GROUPAbout Dennis W. Johnson
Dennis W. Johnson, age 76, is the independent Chair of the Board at MDU Resources, serving as a director since 2001, Vice Chair from February 2018 to May 2019, and Chair since May 2019 . He has over 50 years’ experience in business management, manufacturing, and finance, including 43 years as CEO of TMI Group; he brings deep governance and compensation expertise to the Board and chairs the Nominating & Governance Committee while serving on the Compensation Committee . The Board approved a limited exception to its retirement age policy for Mr. Johnson to continue service through the 2026 Annual Meeting to ensure leadership continuity amid strategic transformations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TMI Group Incorporated (TMI Corporation, TMI Transport) | Chair, President, and CEO | Jan 1982–present; earlier roles Apr 1974–Dec 1981 | Manufacturing and finance leadership, governance expertise |
| Dickinson City Commission | President | Jul 2000–Oct 2015 | Local/regional government leadership |
| Federal Reserve Bank of Minneapolis | Director | Jan 1993–Dec 1998 | Monetary policy oversight exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of North Dakota Advisory Board (state-owned bank) | Vice Chair; Director | Vice Chair since Jul 2022; Director since Aug 2017 | State financial institution oversight |
| North Dakota Workforce Development Council; Theodore Roosevelt Medora Foundation; ND Governors’ transition teams; ND Education Action Commission | Board/leadership roles | Various | Regional policy, workforce, and community engagement |
| Current public company boards | — | — | MDU’s skill matrix shows no current public company boards for Johnson |
Board Governance
- Independence: Johnson is an independent director under NYSE standards and serves as independent Chair of the Board .
- Committee assignments: Chair, Nominating & Governance; Member, Compensation; Ex Officio member, Audit (Audit Chair is Jaeger; Audit held 11 meetings; Compensation held 10; Nominating & Governance held 5 in 2024) .
- Attendance and engagement: The Board held 14 meetings in 2024; each director attended at least 96% of Board and committee meetings, with over 99% collective attendance; directors attended the Annual Meeting and hold executive sessions of independent directors at every regular meeting, presided over by the Chair (or Vice Chair if Chair absent) .
- Board leadership: MDU separates Chair and CEO roles; Johnson is independent Chair, with a Vice Chair role added in 2025 for succession and leadership depth .
Fixed Compensation
| Component | Amount ($) | Timing/Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | 110,000 | Program structure; payable in cash; deferral/diversion available |
| Chair of the Board cash retainer | 125,000 | Reduced to 100,000 effective Nov 2024 and prorated for 2024 |
| Committee chair retainers | 20,000 (Audit); 15,000 (Comp; N&G) | Chair of the Board receives no additional compensation for service as a committee chair |
| Meeting fees | None | No meeting fees; directors reimbursed for reasonable travel (including spousal expenses) |
| Dennis W. Johnson — 2024 cash fees | 230,833 | Fees earned or paid in cash in 2024 |
Performance Compensation
| Component | Grant Date | Amount ($) | Vesting/Structure | Notes |
|---|---|---|---|---|
| Annual stock award (all directors) | Nov 15, 2024 (valuation) | 150,000 | Granted as fully-vested stock each November | |
| Additional stock award (Chair) | Nov 15, 2024 (valuation) | 25,000 | Fully-vested | Applies only to Chair of the Board |
| Dennis W. Johnson — 2024 stock awards total | Nov 15, 2024 (valuation) | 175,000 | Fully-vested at grant | Grant date fair value based on $18.34/share |
| Stock options | N/A | — | Company does not currently grant stock options; awards timing avoids closed windows and is not timed to MNPI |
No performance-based metrics apply to director equity awards; director grants are time-based fully-vested stock (no PSUs/TSR metrics for directors) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other current public company directorships | None (per Board skill matrix) |
| Compensation Committee interlocks | None among 2024 members (Anderson, Johnson, Durkin; Ryan and Rosenthal transitioned to Everus) |
Expertise & Qualifications
- Johnson contributes deep governance, compensation, and management resources knowledge from extensive board and executive experience; the Board cites his institutional knowledge and regional insights as Chair of Nominating & Governance and member of Compensation .
- The Board’s corporate governance practices include majority voting, executive sessions, stock ownership policies, and anti-hedging/anti-pledging policies for directors and officers .
Equity Ownership
| Item | Value |
|---|---|
| Common stock beneficially owned (Johnson) | 180,329 shares; disclaims 163 shares owned by spouse |
| Ownership as % of shares outstanding | <1% (no individual director/NEO beneficially owned ≥1%) |
| Shares pledged/hedged | Company policy prohibits hedging and pledging by directors/executives |
| Ownership guidelines | Non-employee directors must hold ≥5x annual retainer; compliance measured annually; non-compliance triggers holding requirements and is considered in re-nomination |
Governance Assessment
- Board effectiveness: Independent Chair (Johnson) with separate CEO; robust committee structure and annual evaluations; executive sessions every meeting; strong attendance (≥96%) — positive signal for oversight quality .
- Independence and conflicts: Johnson is independent; no related person transactions in 2024 beyond disclosure of the Corvex cooperation agreements not involving Johnson; Audit Committee oversees related-party review — low conflict risk .
- Ownership alignment: Director equity is a meaningful component (equity emphasis), with a 5x retainer ownership guideline and anti-pledging policy — alignment-enhancing .
- RED FLAG consideration: Limited exception to retirement age policy allowing Johnson to serve through 2026 could raise entrenchment concerns; however, the Board demonstrates active refreshment (added Dosch, Durkin, Jaeger; nominating Patel), leadership succession planning (Vice Chair), and rotation of chair/committee roles to balance continuity and new perspectives — mitigating factor .
- Shareholder engagement: Management and Board engaged with stockholders representing >30% of shares; Say-on-Pay support was >96% in 2024, reflecting investor confidence in governance and compensation oversight .