Dyke Boese
MDU RESOURCES GROUPAbout Dyke Boese
Dyke A. Boese, age 52, is Chief Information Officer (CIO) of MDU Resources Group, Inc., appointed in January 2025 after progressively senior IT infrastructure leadership roles since 2016 . He is not a Named Executive Officer (NEO) in the latest proxy; company-level performance context during the current leadership era includes 2024 consolidated net income of $281.1 million, driven by record pipeline earnings ($68.0 million) and stronger electric utility results, alongside strategic value creation from Knife River (2023) and Everus (2024) spin-offs that expanded combined market capitalization from $5.9B (May 2023) to $12.9B (Dec 2024) . Governance and compensation frameworks emphasize pay-for-performance, clawbacks, anti-pledging/hedging, and stock ownership guidelines for executive officers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MDU Resources Group, Inc. | Chief Information Officer | Jan 2025–Present | Enterprise IT leadership, cyber risk oversight via CyROC/executive reporting, aligned with regulated energy operations and post-spin technology needs |
| MDU Resources Group, Inc. | Director, Enterprise Infrastructure & Operations | Dec 2020–Jan 2025 | Led infrastructure reliability/scalability during Knife River and Everus separation, supporting operational continuity in utilities and pipeline |
| MDU Resources Group, Inc. | Director, Enterprise Communications & Infrastructure | Apr 2016–Dec 2020 | Built foundational communications/infra capabilities for multi-utility footprint; enabled secure, compliant operations and cyber posture |
External Roles
No external directorships or outside roles for Mr. Boese are disclosed in the latest proxy .
Fixed Compensation
Not disclosed for Mr. Boese in the 2025 DEF 14A (he is not a NEO). Company practice sets executive base salaries and annual adjustments via Compensation Committee benchmarking and market/role assessments; examples for NEOs are shown but do not include the CIO .
Performance Compensation
Program-level design applicable to executive officers (2025 reset post-spin):
- Annual EICP: 70% Adjusted Earnings from Continuing Operations; 30% operational goals aligned with CORE (Customers/Communities, Operational Excellence, Returns Focused, Employee Driven) .
- Long-term incentives (LTIs): Mix resumed to 70% PSAs and 30% RSUs for 2025; PSAs measured 50% on three-year cumulative EPS and 50% on three-year relative TSR vs 2025 custom peer group; RSUs three-year cliff vest .
| Metric | Weighting | Target Period | Payout Basis | Vesting |
|---|---|---|---|---|
| Adjusted Earnings from Continuing Operations (EICP) | 70% | 1 year | Formulaic vs approved plan; linear from threshold to max | Cash bonus, annual |
| Operational Goals (CORE) (EICP) | 30% | 1 year | Committee-certified operational achievements | Cash bonus, annual |
| Three-Year Cumulative EPS (PSA) | 50% of PSAs | 3 years | Earned shares based on performance goal attainment | PSA settlement at performance end |
| Relative TSR vs 2025 Peer Group (PSA) | 50% of PSAs | 3 years | Percentile rank determines share payout | PSA settlement at performance end |
| RSUs | 30% of LTI | 3-year cliff | Service-based vest, dividend equivalents at settlement | Vest end of period |
Notes: In 2024, LTIs were temporarily RSU-only due to spinoffs, with three-year cliff vesting ending December 2026; normal mix resumed in 2025 .
Equity Ownership & Alignment
- Beneficial ownership: Mr. Boese reported an equity award acquisition of 3,382 common shares (Form 4 filed Feb 14, 2025, transaction date Feb 12, 2025) . Public trackers also show a Feb 12, 2025 grant with 12,668 shares owned as of transaction date, but the authoritative SEC filing confirms 3,382 shares acquired; additional holdings may reflect prior or concurrent awards not detailed in the proxy for non-NEOs .
- Ownership policy: Section 16 officers (including NEOs) are subject to stock ownership guidelines of 3× annual base salary; compliance measured annually, with holding requirements if below guideline .
- Hedging/pledging: Directors and executives are prohibited from hedging and pledging MDU stock, including margin use unless explicitly excluded from margin provisions .
- Clawbacks: Incentive compensation recovery policy applies to executive officers upon required accounting restatements under SEC/NYSE rules .
- Equity plan constraints: Minimum vesting periods of ≥1 year; limited exceptions up to 462,140 shares across the plan; non-employee director annual cap and employee annual award cap ($8 million or 500,000 shares) .
| Date | SEC Form | Transaction Type | Shares | Resulting Ownership (as reported) |
|---|---|---|---|---|
| Feb 12, 2025 | Form 4 filed Feb 14, 2025 | Award/Grant (A) | 3,382 | Not stated in proxy; trackers show 12,668 as of transaction date (indicative only) |
Pledging status: Not permitted by policy; no pledges disclosed .
Employment Terms
- Employment agreement: Company discloses no employment agreements for NEOs; executives are at-will. Non-NEO CIO terms are not specifically disclosed, but broader practice indicates at-will employment .
- CIC Severance Plan: Maintained for certain executives, including NEOs, with 3× multiple for CEO and 2× for other covered NEOs; also provides accelerated vesting unless replacement awards are issued. Coverage for non-NEO executive officers (e.g., CIO) is not enumerated in the proxy .
- LTIP CIC treatment: Awards vest upon change-in-control unless replaced with substantially equivalent awards; performance goals addressed per award agreement .
- Non-compete/solicit: Not detailed for individual executives; insider trading, integrity, and governance policies are referenced; no personal consulting or garden leave terms disclosed for Mr. Boese .
Performance & Track Record
- Corporate context: 2024 consolidated net income $281.1 million; electric utility earnings $74.8 million; natural gas distribution earnings $46.9 million; pipeline earnings $68.0 million (record). Knife River (2023) and Everus (2024) spin-offs created significant stockholder value, increasing combined market cap to $12.9B by Dec 2024 from $5.9B in May 2023 .
- Pay vs performance: Company discloses PEO/non-PEO CAP relationships to TSR, net income, and adjusted business segment earnings under Item 402(v); CAP table and peer TSR benchmarking presented (program-level, not individual CIO) .
Compensation Peer Group (Program-level)
- 2024 peer group used for benchmarking executive compensation after Everus spin-off includes utilities and industrial services names (e.g., Alliant, Ameren, Atmos, Avista, OGE, Primoris, CMS, NiSource, WEC); details and methodology disclosed; TSR peer group for pay-versus-performance is documented .
Say-on-Pay & Shareholder Feedback
| Item | 2024 Vote | 2025 Vote (Annual Meeting reported via 8-K) |
|---|---|---|
| Advisory Vote to Approve NEO Compensation | >96% approval in 2024 | For: 148,199,129; Against: 10,334,399; Abstain: 1,446,785; Broker non-votes: 24,207,393 |
| LTIP Approval | N/A in 2024 | For: 152,735,190; Against: 5,936,828; Abstain: 1,308,295; Broker non-votes: 24,207,393 |
Company engaged stockholders representing >30% of shares outstanding in 2024 on compensation/governance and incorporated feedback into the 2025 program design .
Investment Implications
- Alignment/retention: Initial Form 4 award in Feb 2025 and RSU-based vesting framework suggest service-based retention through three-year cliffs; PSA framework reintroduced in 2025 ties long-term equity to EPS and TSR, improving alignment with shareholder outcomes .
- Selling pressure: Anti-hedging/pledging policies and ownership guidelines (3× salary) limit opportunistic selling; vesting schedules concentrate potential liquidity around December 2026 (for 2024 RSUs) and future PSA cycles, moderating near-term insider selling risk .
- Retention risk: At-will employment with no individual contract disclosures, but CIC plan offers protection to certain executives; lack of disclosed individual severance for CIO increases reliance on enterprise-wide incentives and ownership policy for retention .
- Execution risk: CIO’s responsibilities are central to cyber resilience and infrastructure reliability in a pure-play regulated energy business; programmatic oversight (Audit Committee, CyROC) and disclosed cybersecurity frameworks mitigate operational risk tied to IT leadership transitions .