Marian Durkin
MDU RESOURCES GROUPAbout Marian M. Durkin
Independent director at MDU Resources since 2024; age 71 as of the 2025 proxy. Former Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer at Avista Corporation (regulated electric and natural gas utility) from August 2005–August 2020, bringing deep legal, governance, M&A, compliance, risk management, and human capital/compensation expertise. Board determined independent under NYSE standards. Board tenure (years of service) as of April 3, 2025: 1.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avista Corporation (NYSE: AVA) | SVP, General Counsel, Corporate Secretary & Chief Compliance Officer | Aug 2005 – Aug 2020 | Led legal, governance, compliance, M&A and risk management functions; human resources/comp and benefits exposure cited as relevant expertise |
External Roles
| Organization | Role | Tenure | Nature |
|---|---|---|---|
| Energy Insurance Mutual | Director | May 2012 – May 2022 | Mutual insurance serving utility companies |
| Providence Health Care | Director | May 2007 – May 2018 | Health system (urgent care, home health, assisted living, adult day health, skilled nursing) |
Board Governance
| Dimension | Detail |
|---|---|
| Independence | Board determined Durkin is independent under NYSE rules (no material relationship). Categorical immaterial relationships disclosed; process for related person transactions overseen by Audit and Nominating & Governance committees; no related person transactions in 2024 other than those listed in the proxy. |
| Committee Assignments (2024) | Compensation Committee – Member (10 meetings in 2024). Nominating & Governance Committee – Member (5 meetings in 2024). |
| Attendance | Board held 14 meetings in 2024; each individual director attended at least 96% of Board and applicable committee meetings; directors collectively >99%; all directors attended the 2024 Annual Meeting. |
| Executive Sessions | Independent directors meet in executive session with each Board meeting, chaired by the independent Chair or Vice Chair. |
| Board Refreshment | Durkin joined in 2024 as part of a significant refresh; Board disbanded E&S Committee in Nov 2024 and reallocated responsibilities across standing committees. |
Fixed Compensation (Director Program Structure)
| Fee | Amount ($) | Form |
|---|---|---|
| Annual Retainer | 110,000 | Cash (deferral to phantom stock or diversion to common stock permitted) |
| Committee Chair Retainers | Audit 20,000; Compensation 15,000; Nominating & Governance 15,000 | Cash |
| Chair of the Board Retainer | 125,000 (reduced to 100,000 effective Nov 2024 and prorated) | Cash |
| Annual Stock Award (Non-employee directors) | 150,000 | Fully-vested stock granted in November; prorated if served < full year |
Notes:
- No meeting fees; reasonable travel (including spouse) reimbursed.
- For 2024, none of current directors elected to defer prior retainers into phantom stock.
2024 Director Compensation (Durkin)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 45,833 |
| Stock Awards (Grant date fair value) | 62,500 |
| All Other Compensation | 34 |
| Total | 108,367 |
Performance Compensation (Equity Detail for Directors)
| Year | Grant Date | Stock Award ($) | Vesting/Structure | Notes |
|---|---|---|---|---|
| 2024 | Nov 15, 2024 | 62,500 | Fully-vested stock (annual program grants in November; prorated for partial-year service) | Grant-date fair value measured at closing price $18.34 per share; program does not use options and generally does not grant options/SARs. |
Program governance:
- Equity award timing avoids closed trading windows; neither Board nor Compensation Committee times grants around MNPI; equity awards to executives generally limited/infrequent.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (per skillset matrix – “Number of Other Current Public Company Boards —” for Durkin) |
| Compensation Committee interlocks | None; all 2024 Compensation Committee members were non-employees; no interlocks within SEC meaning. |
Expertise & Qualifications
- Regulated utility legal and governance leadership; M&A, compliance, and risk experience from senior role at Avista.
- Human resources/compensation and employee benefits expertise; relevant to Compensation Committee work.
- Board governance focus (Nominating & Governance Committee member).
Equity Ownership
| As of Record Date (2025 Proxy) | Beneficial Ownership (#) | Ownership % | Notes |
|---|---|---|---|
| Marian M. Durkin | 3,407 | <1% (no director/NEO individually ≥1%) | Includes shares in 401(k) where applicable per table note; group of 17 insiders ≈1% combined. |
Ownership alignment and risk controls:
- Stock Ownership Policy for non-employee directors: 5x annual retainer; 5-year compliance window; measurement annually; counts Common Stock, RSUs, 401(k) shares, and family household shares; unearned PSAs do not count.
- Hedging and pledging prohibited for directors; margin accounts only if stock explicitly excluded from margin/pledge provisions.
- The company states directors/officers were in compliance at end of 2024 or within the initial five-year period.
Say-on-Pay and Shareholder Signals
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Director: Marian M. Durkin | 158,958,893 | 698,185 | 323,235 | 24,207,393 |
| Advisory Vote on Executive Compensation | 148,199,129 | 10,334,399 | 1,446,785 | 24,207,393 |
| LTIP Approval | 152,735,190 | 5,936,828 | 1,308,295 | 24,207,393 |
| Auditor Ratification | 181,721,026 | 1,754,676 | 712,004 | — |
Interpretation:
- Strong support for Durkin’s election and for say-on-pay/LTIP indicates investor confidence in board oversight and compensation governance.
Governance Assessment
- Board effectiveness and engagement: Durkin serves on two key governance committees (Compensation; Nominating & Governance) that met 10 and 5 times respectively in 2024; the Board recorded at least 96% individual attendance and >99% aggregate attendance, with executive sessions at each meeting—strong engagement indicators.
- Independence and conflicts: Board affirmatively determined independence; formal related-party screening and no related person transactions in 2024 beyond those disclosed; hedging/pledging prohibited—lower conflict risk.
- Ownership alignment: 5x retainer ownership guideline with five-year compliance window and hold-until-compliant mechanism; 2024 director equity delivered as fully-vested stock improves alignment (no options).
- Compensation reasonableness: For 2024, Durkin’s total compensation of $108,367 reflects prorated cash and equity given August 2024 appointment; overall director program emphasizes equity and aligns with peer reference points; no deferrals into phantom stock by current directors through 2024.
RED FLAGS observed: None material from filings—no interlocks, no related person transactions tied to Durkin, robust attendance, and strong say-on-pay support. Continued monitoring warranted for compliance with ownership guidelines over the five-year window and any future related-party matters.