Jason Vollmer
MDU RESOURCES GROUPAbout Jason Vollmer
Jason L. Vollmer is Chief Financial Officer of MDU Resources Group, Inc., serving in the role since September 2017; he is 48 years old as of April 3, 2025 . As CFO, he executes SOX 302/906 certifications and oversees disclosure controls and internal control over financial reporting, reflecting accountability for financial accuracy and governance . In 2024, MDU completed spinoffs of Knife River (May 2023) and Everus (October 2024); the combined market capitalization of the three resulting companies expanded from $5.9B in May 2023 to $12.9B in December 2024, creating $7B of incremental value—indicative of shareholder value creation during the transformation . 2024 annual incentive metrics were achieved above target for business segment earnings and at maximum for strategic execution (Everus spinoff), resulting in a 161.6% payout of target for Vollmer .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MDU Resources Group, Inc. | Chief Financial Officer | Sep 2017 – Present | Finance leadership through dual spinoffs; executed SOX certifications and maintained effective disclosure controls and ICFR |
| MDU Resources Group, Inc. | Vice President | Sep 2017 – Jan 2025 | Executive leadership across finance and corporate functions during portfolio transformation |
| MDU Resources Group, Inc. | Treasurer | Sep 2017 – Oct 2020; Jun 2023 – Jan 2025 | Treasury and capital planning during strategic separations (Knife River and Everus) |
External Roles
No public-company board or external roles disclosed for Vollmer in the company’s proxy and filings reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $530,000 | $565,000 | $602,317 (paid) |
| Base Salary Rate ($) | — | $565,000 | $587,500 |
| Target Bonus (% of Base) | — | — | 75% |
| Target Bonus ($) | — | — | $440,625 |
| Actual Bonus Paid ($) | $225,383 | $760,631 | $712,050 |
| All Other Compensation ($) | $150,957 | $122,874 | $126,969 |
| Total Compensation ($) | $1,766,989 | $2,457,791 | $2,856,953 |
Notes: 2023 “All Other Compensation” includes company 401(k) contributions ($33,000), DCP employer credits ($84,750), life insurance premiums ($774), and matching charitable contributions ($4,350) . 2024 salary rate increased 4.0% to $587,500 .
Performance Compensation
Annual Incentive Plan (EICP) Structure and Outcomes (2024)
| Component | Metric | Weighting | Target | Actual Performance Contribution | Payout Basis |
|---|---|---|---|---|---|
| Financial | Adjusted Business Segment Earnings | 80% | $295.3mm | 145.8% of target (financial component) | Linear interpolation; payout cap 200% |
| Strategic | Everus Spinoff execution | 20% | Complete spinoff | 40.0% contribution | Committee-certified outcome |
| Operational (modifier) | Responsible Business | +/– 5% | Initiatives completion | +5.0% modifier | Applied to total EICP |
| Result for Vollmer | Combined EICP payout | — | 100% of target | 161.6% of target | Actual payout $712,050 |
Additional details: Financial thresholds/maximums use linear interpolation with maximum at 200% of target, excluding modifier . Adjusted Business Segment Earnings reconciled to reported results with specified exclusions related to spinoff and transaction costs .
Long-Term Incentive (LTI) Awards and Vesting
| Item | Grant Details | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| 2024 RSU grant (pre-spinoff) | Granted Feb 15, 2024 | 56,459 RSUs | $1,177,170 | 3-year cliff; expected vest Dec 31, 2026; settlement by Mar 2027 |
| 2024 RSU grant (post Everus spinoff conversion) | Converted | 107,870 RSUs | Incremental increase $238,447 | No acceleration at spinoff; continued service-based vesting |
| 2023 RSU grant outstanding | To vest in full on Dec 31, 2025 | 89,444 RSUs | — | 3-year cliff vest |
| Stock vested in 2024 (from 2022 grant) | Vested Dec 31, 2024 | 73,692 shares | $1,398,942 value realized |
Program design notes: Due to transformational spinoffs, 2023–2024 LTI shifted temporarily to RSUs for retention; in 2025, the Compensation Committee returned to a mix of PSAs and RSUs with financial and TSR goals .
Equity Ownership & Alignment
| Ownership Item | Figure | Date/Context |
|---|---|---|
| Beneficial ownership (shares) | 81,639 shares; <1% of class | As of Feb 29, 2024 |
| Beneficial ownership (shares) | 216,334 shares; no individual ≥1% | Record Date (2025 proxy) |
| Outstanding unvested RSUs | 197,314 units; market value $3,555,598 | As of Dec 31, 2024; $18.02 share price |
| Unvested RSU breakdown | 89,444 (2023 vest 12/31/25); 107,870 (2024 vest 12/31/26) | As of year-end 2024 |
| Ownership guideline | 3× annual base salary for Section 16 officers | Stock Ownership Policy |
| Compliance status | NEOs met/exceeded or were within initial 5-year compliance window at end of 2024 | Policy compliance statement |
| Actual holdings vs guideline | Vollmer 5.8× base salary as of 12/31/2023 | Guideline compliance table |
| Hedging/pledging | Prohibited (no hedging; no pledging/margin, with narrow exceptions) | Policy |
| Stock options | Company does not issue options | Governance policies |
Employment Terms
- Employment agreements: None; executives, including NEOs, are employed at-will. No perquisites materially different from employees in general .
- Clawback: SEC/NYSE-compliant policy applies to all current/former executive officers for incentive-based compensation tied to financial reporting; recovery regardless of misconduct .
- CIC Severance Plan (adopted 2024):
- Cash: lump sums for prorated base/EICP, accrued vacation, expenses; plus a multiple of annual base salary + target EICP (2× for NEOs like Vollmer; 3× for CEO) .
- Equity: LTIP awards vest in full upon change in control unless a replacement award is provided; performance-goal treatment per award terms .
- Notes: sale of a subsidiary/unit is not a change in control under the plan .
- Potential Payments (assuming termination date Dec 31, 2024; $18.02 share price):
- Death: $1,773,309 LTI; $740,125 nonqualified deferred comp; total $2,513,434 .
- Disability: $1,773,309 LTI; $498,427 nonqualified deferred comp; $660,506 disability insurance; total $2,932,242 .
- CIC with qualifying termination: $2,543,375 severance; $3,649,639 LTI; $498,427 nonqualified deferred comp; total $6,691,441 .
- CIC without termination: $1,670,344 LTI vesting; total $1,670,344 .
- Deferred Compensation Plan (DCP):
- Executives may defer up to 80% of base salary and 100% of EICP; employer discretionary credits vest ratably over 3 years; lump sum or installments upon qualifying distribution; becomes fully vested upon death, disability, or certain age/service criteria; fully vested/lump sum upon CIC termination; benefits forfeited for cause .
- Employer contribution percentages: Vollmer 15% of base salary; others vary .
- 2023 activity for Vollmer: $38,954 executive contributions; $84,750 company credits; $82,116 aggregate earnings; aggregate balance $550,229 .
Performance & Track Record
- Strategic transformation: Completed spinoffs of Knife River (May 2023) and Everus (October 2024), increasing combined market cap from $5.9B to $12.9B by December 2024 and creating $7B incremental value for continuing holders—reflecting value creation under senior leadership including the CFO’s tenure .
- 2024 execution: EICP outcomes reflect above-target financial performance and maximum strategic goal achievement tied to spinoff completion; operational initiatives completed (Responsible Business modifier) .
- Governance and controls: CFO SOX certifications across 10-K and 10-Q filings demonstrate responsibility for fair presentation and ICFR effectiveness .
Compensation Committee & Governance Highlights
- Compensation mix: Significant pay-at-risk; in 2024 average NEO pay-at-risk 65.2% (temporary RSU-only LTI due to spinoffs), with return to PSA+RSU mix in 2025 .
- Policies: No stock options; no tax gross-ups; clawback; stock ownership policy; anti-hedging/anti-pledging; at-will employment and no severance agreements beyond CIC plan .
Investment Implications
- Alignment: Vollmer exceeds stock ownership guidelines (5.8× salary vs. 3× requirement as of 12/31/2023), and hedging/pledging is prohibited—reducing alignment risk; beneficial ownership remains <1% of shares outstanding, consistent with large-cap governance norms .
- Incentive design: 2024 payout at 161.6% of target ties compensation to business segment earnings and strategic execution; return to PSA+RSU in 2025 adds TSR and financial disciplines—positive for pay-for-performance alignment .
- Retention and potential supply: Cliff RSUs vesting on Dec 31, 2025 (89,444 units) and Dec 31, 2026 (107,870 units) incentivize retention but may create episodic selling pressure post-settlement, subject to blackout windows and insider trading policies .
- Change-in-control economics: 2× cash multiple plus accelerated equity for NEOs (unless replacement awards) provides downside protection without egregious terms; modeled potential payout for Vollmer totals ~$6.7M upon CIC with termination at 12/31/2024 values .