Douglas Jaeger
MDU RESOURCES GROUPAbout Douglas W. Jaeger
Independent director (age 58), appointed in 2024; currently Chair of MDU’s Audit Committee and designated as the Audit Committee Financial Expert. He is President & CEO of Ulteig, Inc. (since May 2015) and previously held executive roles at Xcel Energy across transmission, operations, marketing, and product development. The Board determined he is independent under NYSE standards; any relationships with companies that do business with MDU were deemed immaterial for independence purposes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ulteig, Inc. | President & CEO; Director | May 2015–present | Strategic planning, financial and risk management; governance; M&A; engineering oversight |
| Xcel Energy, Inc. | Executive roles (transmission, operations, retail marketing/sales, product development) | Not disclosed | Financial oversight; supervised finance/accounting teams; evaluated internal controls |
| North American Electric Reliability (NERC) | Board of Trustees member | Feb 2013–Aug 2015 | Grid reliability and security oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Great Plains Institute | Director | Aug 2016–Apr 2025 | Non-profit focused on net-zero transition; current GPI Chair is MDU director nominee Priti Patel (interlock potential) |
| Amsoil, Inc. | Director | Jun 2023–May 2024 | Synthetic lubricants manufacturer |
| Qualus Power Services / CE Power | Director | Apr 2015–Jul 2022 | Grid modernization, resiliency and sustainability services |
| Computype Inc. | Director | Jun 2011–May 2024 | Asset identification/tracking solutions |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Jaeger is independent; relationships as officers of companies doing business with MDU are immaterial for independence . |
| Committees | Audit Committee Chair; designated Audit Committee Financial Expert. Audit members: Jaeger (Chair), Anderson, Dosch, Wang; Johnson Ex Officio . |
| Attendance | Board held 14 meetings in 2024; each director attended at least 96% of Board/committee meetings during their service; aggregate attendance >99% . |
| Tenure | Director since 2024; 1 year of service as of Apr 3, 2025 . |
| Board structure | Separate independent Chair; Vice Chair added in 2025; executive sessions at each board meeting . |
| Governance policies | Majority voting, proxy access, annual elections, anti-hedging/anti-pledging, clawback, stock ownership policy (directors: 5× annual retainer) . |
Fixed Compensation
| Component | Amount | Form | Notes |
|---|---|---|---|
| Annual director retainer | $110,000 | Cash | Deferral/diversion options to phantom stock or common stock . |
| Audit Chair retainer | $20,000 | Cash | Committee chair retainers vary by committee . |
| Meeting fees | $0 | — | No per-meeting fees; travel reimbursed (including spousal expenses) . |
| Chair of the Board retainer | $100,000 (from Nov 2024; previously $125,000) | Cash | Vice Chair receives no additional compensation . |
| Annual stock award | $150,000 | Fully-vested stock | Granted in November; prorated for partial year service . |
2024 compensation received (prorated due to May 2024 appointment):
| Name | Fees Earned ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Douglas W. Jaeger | 76,667 | 100,000 | 60 | 176,727 |
Grant date fair value of director stock awards was measured at $18.34 per share on Nov 15, 2024; prorated awards applied for partial-year service .
Performance Compensation
| Element | Structure | 2024 Detail |
|---|---|---|
| Director equity | Annual fully-vested common stock (non-performance) | Jaeger received $100,000 (prorated) for service in 2024; granted November 15, 2024 at $18.34/share . |
| Ownership policy | 5× annual retainer guideline; compliance measured annually and within 5 years of joining | Equity counted includes common stock and RSUs; directors must hold net shares if below guideline . |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy | No hedging or pledging; margin accounts must exclude company stock from pledge/margin provisions . |
Note: Non-employee director equity awards are not tied to operating performance metrics; the company’s PSA/EICP performance metrics apply to executives, not directors .
Other Directorships & Interlocks
- Great Plains Institute: Jaeger served as director through April 2025; MDU director nominee Priti Patel is GPI Chair, representing a non-profit interlock connection (no commercial conflict disclosed) .
- No current public company boards disclosed for Jaeger; prior roles are at private/non-profit entities .
Expertise & Qualifications
- Strategic planning and organizational development; governance; mergers and acquisitions; marketing; financial management; engineering .
- Audit oversight credentials: Board designated Audit Committee Financial Expert based on CEO experience and prior supervision/evaluation of financial statements and internal controls .
- Regulated energy delivery industry familiarity via Xcel Energy roles and Ulteig’s utility-sector engineering work .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Douglas W. Jaeger | 5,452 | ~0.0027% | 204,331,170 shares outstanding as of record date; director ownership may include 401(k) plan holdings where applicable . |
Stock Ownership Policy: Directors must achieve beneficial ownership equal to at least 5× annual retainer within five years; compliance assessed annually; selling restricted until guideline re-achieved after price declines .
Governance Assessment
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Strengths
- Independent Audit Committee Chair with financial expert designation; robust audit oversight cadence (11 committee meetings in 2024) .
- High board/committee attendance (≥96%) indicates engagement; executive sessions each meeting support independent oversight .
- Strong governance framework: anti-hedging/pledging, majority voting, proxy access, clawback policy, director ownership guidelines .
- Board independence confirmed for non-employee directors including Jaeger; immaterial business relationships vetted .
-
Watch items
- External leadership at Ulteig and other industry-adjacent entities creates potential for ordinary-course interactions; Board reviewed and deemed immaterial for independence (continue monitoring related-party reviews) .
- Non-profit interlock at GPI with MDU director nominee Priti Patel warrants awareness of overlapping governance networks; no conflict disclosed .
-
Shareholder sentiments and pay governance
- Say-on-Pay approval exceeded 96% in 2024, signaling investor support for compensation governance; Compensation Committee uses independent consultant, pay-for-performance design for executives (not directors) .
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Related-party and risk indicators
- No related person transactions in 2024 involving directors beyond those disclosed; audit and compensation risk processes in place .