Nicole Kivisto
MDU RESOURCES GROUPAbout Nicole Kivisto
Nicole A. Kivisto (age 51) is President and Chief Executive Officer of MDU Resources Group and a member of the Board since January 2024, bringing 30 years of regulated energy delivery experience across utility operations, finance and leadership roles at MDU and its subsidiaries . Under her leadership in 2024, MDU completed its second strategic spinoff (Everus) and reported consolidated net income of $281.1 million, with regulated energy delivery earnings of $189.7 million, and record performance at the pipeline segment; management highlighted approximately $7 billion of incremental combined market value created across MDU/Knife River/Everus since May 2023 for holders who stayed invested through December 2024 . Strategic execution in 2025 includes data center load growth (580 MW contracted, 180 MW online) and regulated growth initiatives, alongside EPS guidance of $0.90–$0.95 for 2025 and a long-term 6–8% EPS growth target (with a 60–70% payout ratio), as discussed by Kivisto and the CFO on Q3 2025 results .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MDU Resources Group, Inc. | President & Chief Executive Officer; Director | 2024–present | Led transition to pure‑play regulated energy delivery; oversaw Everus spinoff; progressing regulated growth and data center load initiatives . |
| Montana‑Dakota Utilities, Cascade Natural Gas, Intermountain Gas | President & Chief Executive Officer | 2015–2024 | Ran multi‑state regulated utility platforms; delivered customer growth and operations performance ahead of CEO role . |
| MDU Resources Group, Inc. (Corporate) | Finance/Operations roles incl. Controller, VP & CAO; VP Operations | 1995–2015 | Built deep finance, accounting, regulatory and operating expertise across the enterprise . |
External Roles
| Organization | Role | Years |
|---|---|---|
| American Gas Association (AGA) | Director | 2015–present |
| Edison Electric Institute (EEI) | Director | 2015–present |
| Bravera Bank | Director | Feb 2018–present |
| University of Mary (Board of Trustees) | Trustee; Audit & Finance Committees | 2017–2023 |
| North Dakota Lignite Energy Council | Director | 2015–2023 |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 530,000 | 550,000 | 966,137 (paid; includes vacation payout) |
| Target Annual Bonus (% of salary) | — | 75% (prior to promotion) | 100% (set at promotion to CEO) |
Notes:
- 2024 CEO base salary rate was set at $900,000 in connection with her appointment .
Performance Compensation
Annual incentive plan (EICP) design and results for 2024 (CEO weighting: Financial 80%; Strategic 20%; Responsible Business modifier ±5%):
| Component | Metric/Definition | Weight | Threshold | Target | Maximum | Actual/Payout |
|---|---|---|---|---|---|---|
| Financial | Adjusted Business Segment Earnings ($mm) | 80% | 251.0 | 295.3 | 339.6 | 145.8% of target (contributing to 161.6% total payout) |
| Strategic | Everus Spinoff milestone | 20% | Spinoff Underway | File Final Form 10 | Spinoff Completed | Achieved 200% of target |
| Modifier | Responsible Business Initiatives | ±5% | — | Complete initiatives | — | +5% (initiatives completed) |
| CEO Outcome | Payout as % of Target; $ | — | — | — | 200% cap (ex modifier) | 161.6%; $1,454,400 |
Long‑Term Incentive (LTI):
- 2024 award structure: 100% RSUs (temporary shift from PSA/RSU mix due to spinoff timing). Three‑year cliff vesting, no acceleration at Everus spinoff; return to 70% PSA / 30% RSU in 2025 with PSA goals: 50% 3‑Year Cumulative EPS and 50% relative TSR vs 2025 custom peer group .
- CEO 2024 LTI grant: 289% of base salary; 134,089 RSUs pre‑conversion; 256,189 RSUs after Everus conversion methodology; grant date fair value $2,795,756 plus $366,868 incremental value from conversion .
| LTI Detail (CEO) | 2024 |
|---|---|
| LTI as % of Base Salary | 289% |
| RSUs Granted (#) (pre‑spin) | 134,089 |
| RSUs After Everus Spin (#) | 256,189 |
| Grant Date Fair Value ($) | 2,795,756 |
| Incremental Value from Spin ($) | 366,868 |
| Vesting | 3‑year cliff (vesting 12/31/2026) |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (Common Shares) | 251,731 shares (includes 531 held by spouse) |
| Shares Outstanding (Record Date 3/14/2025) | 204,331,170 |
| Ownership as % of Outstanding | ≈0.12% (251,731 / 204,331,170) |
| Unvested RSUs Outstanding at 12/31/2024 | 343,258 RSUs; market value $6,185,509 at $18.02 close |
| RSU Vesting Schedule | 2023 award vests 12/31/2025 (87,069 RSUs post‑spin); 2024 award vests 12/31/2026 (256,189 RSUs post‑spin) |
| 2024 Stock Vested (Shares; Value) | 73,692 shares; $1,398,942 (incl. dividend equivalents, at $18.02) |
| Ownership Guidelines | CEO 5x base salary; compliance assessed annually; all execs in compliance or within 5‑year window at YE 2024 |
| Hedging/Pledging | Prohibited for directors and executives (no hedging; no pledging/margin) |
Implications for supply/selling pressure: Large cliff‑vesting RSU tranches in Dec‑2025 and Dec‑2026 (343k RSUs total) may create episodic liquidity/withholding‑related selling as they settle; policy prohibits hedging/pledging, reducing forced‑sale risk .
Employment Terms
| Term/Policy | Key Details |
|---|---|
| Employment Agreement | None; executives (including CEO) are at‑will |
| Clawback | Applies to incentive‑based comp upon any required accounting restatement, irrespective of misconduct |
| Change‑in‑Control (CIC) Severance Plan | Double‑trigger cash: lump sum of prorated base and EICP, plus Multiple × (base + target EICP): CEO Multiple = 3x; health/outplacement; equity accelerates upon CIC unless a qualifying “Replacement Award” is provided |
| CIC Definitions | “Change in control,” “qualifying termination,” “good reason,” and “cause” as defined; sale of a subsidiary/business unit does not constitute CIC unless Board determines otherwise . |
| Potential Payments (Illustrative at 12/31/2024) | Death: $2,818,742; Disability: $3,105,580; CIC with Termination: $12,859,101; CIC without Termination: $1,793,817 (primarily equity vesting assumptions) . |
Retirement/Deferred Compensation and Pension:
- Pension Plan PVAB: $199,125; SISP PVAB: $403,536 at YE 2024; SISP monthly retirement benefit $6,572; monthly death benefit $13,144 .
- Nonqualified balances: CEO aggregate nonqualified deferred comp balance $167,826 at YE 2024 .
Board Governance
- Board Service: Director since 2024; not an independent director (CEO); the Chair is independent and the company maintains separate Chair/CEO roles .
- Committee Roles: Standing committees (Audit, Compensation, Nominating & Governance) are comprised entirely of independent directors; as CEO, Kivisto is not listed on board committees .
- Attendance: In 2024, each individual director attended at least 96% of Board/committee meetings; overall attendance exceeded 99% .
- Say‑on‑Pay: 2024 approval exceeded 96% support; Compensation Committee retained independent consultant and conducts annual risk assessments; Board engages extensively with shareholders on compensation and governance .
Compensation Structure Analysis
- 2023–2024 program shift to 100% RSUs (time‑vested) for LTI, reflecting extraordinary spin transactions (Knife River and Everus) and retention focus; reverted in 2025 to 70% PSAs/30% RSUs with PSA metrics tied to three‑year EPS and relative TSR, enhancing performance linkage .
- CEO pay mix is predominantly at risk (79.5% of 2024 target); EICP metrics were formulaic and rigorous, with negative discretion available, and included financial (Adjusted Business Segment Earnings), strategic (Everus spinoff), and operational (Responsible Business) objectives .
- Benchmarking: Compensation targeted near median of peer companies, updated peer set post‑spinoffs to reflect a pure‑play regulated utility/pipeline profile; independent consultant engaged and no consultant conflicts identified .
Performance & Track Record
- Strategic Execution: Completed Everus spinoff in Oct‑2024; continued dividend track record (87 years of uninterrupted dividends in 2024); added to S&P SmallCap 600 Index; five‑year capital plan of $3.1 billion .
- Operating Results: 2024 consolidated net income $281.1 million; regulated earnings $189.7 million (+13.6% YoY); record pipeline earnings ($68.0 million) .
- Growth Vectors: Data center load of 580 MW under agreements (180 MW online; staged ramp through 2027); multiple pipeline expansions and potential Bakken East project under evaluation; EPS guidance raised bottom end in Q3 2025 .
Director Compensation (Context)
- Non‑employee directors receive cash retainers and fully vested annual stock awards; Chair receives additional retainers; no meeting fees; stock ownership guidelines for directors = 5x annual retainer .
Equity Plan & Governance Policies (Highlights)
- LTIP amended and restated in 2025; minimum one‑year vesting for full‑value awards (limited exceptions); added non‑employee directors as eligible participants; robust change‑in‑control and adjustment mechanics for equity .
Investment Implications
- Alignment: 2025 reintroduction of PSAs (EPS and relative TSR) strengthens pay‑for‑performance linkage versus 2024’s retention‑oriented RSUs; ownership guidelines and anti‑hedging/pledging policies support alignment and reduce risk of leveraged selling .
- Retention/Supply: Significant cliff‑vesting RSUs (Dec‑2025/Dec‑2026) create retention hooks and potential episodic selling/withholding flows as awards settle (343k RSUs outstanding for CEO at YE 2024) .
- Event‑Driven Optionality: CIC economics (3x cash multiple; equity acceleration unless replaced) represent meaningful value in strategic scenarios, with strong governance (clawback, independent committees) moderating risk .
- Execution/Regulatory: Data center load growth and pipeline expansions present upside, but regulated outcomes and capital recovery (multiple active rate cases and large capex plan) are key sensitivities; CFO indicated potential ATM equity usage to fund capital plan, implying some dilution risk over the medium term .
- Shareholder Support: Strong Say‑on‑Pay (>96%) and extensive investor outreach lower near‑term governance friction; Board independence (separate Chair/CEO) and committee refresh underpin oversight quality .
SAY‑ON‑PAY & SHAREHOLDER FEEDBACK: 2024 Say‑on‑Pay support >96%; stockholder engagement reached investors representing >30% of shares outstanding, informing 2025 program enhancements (return to PSA/RSU mix; enterprise‑wide goals) .