Priti Patel
MDU RESOURCES GROUPAbout Priti Patel
Priti R. Patel (age 57) is an independent director elected to MDU Resources’ board on May 13, 2025 for a one-year term; she was previously nominated in the 2025 proxy and determined by the board to be independent under NYSE standards . Patel is Vice President and Chief Transmission Officer at Great River Energy since May 2017, with 25+ years across investor-owned utilities, a utilities regulator within MDU’s service territory, a regional transmission operator, and a generation-and-transmission cooperative; her core credentials include transmission development, finance, government affairs, regulatory, compliance, public policy, and safety .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Great River Energy (wholesale electric power cooperative) | Vice President & Chief Transmission Officer | Since May 2017 | Leads transmission development; expertise in regulatory, finance, compliance, public policy, safety |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Great Plains Institute (non-profit) | Chair of the Board | Since Nov 2017 | Mission: accelerate transition to net-zero carbon emissions |
| Midwest Reliability Organization (regional reliability council) | Director | Since Jan 2021 | Regional utility reliability oversight |
Board Governance
- Independence: Board determined Patel is independent; her officer role at Great River Energy was specifically reviewed as “Relationships with Other Businesses” and deemed immaterial under categorical independence standards .
- Committee assignments: Not specified for Patel in the 2025 proxy; all standing committees (Audit, Compensation, Nominating & Governance) consist entirely of independent directors; committee refresh and rotations occur periodically .
- Election outcome: Patel received 158,972,840 votes “for,” 655,615 “against,” and 351,858 abstentions at the May 13, 2025 annual meeting .
- Attendance baseline: The board held 14 meetings in 2024; individual directors attended ≥96% and aggregate attendance exceeded 99% for that year (Patel was not a director in 2024) .
- Governance practices: Separate Chair and CEO, executive sessions at every board meeting, proxy access, majority voting, stock ownership policy, anti-hedging/pledging, annual say-on-pay, and clawback policy .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Retainer (cash) | $110,000 | Directors may defer/divert into phantom stock or common stock |
| Committee Chair Retainers | Audit $20,000; Compensation $15,000; Nominating & Governance $15,000 | E&S committee disbanded Nov 2024 |
| Chair of the Board Retainer | $125,000 (reduced to $100,000 effective Nov 2024, prorated) | Vice Chair receives no additional retainer |
| Meeting Fees | None | Travel reimbursement permitted |
Directors’ compensation is reviewed annually; 2024 program unchanged except Chair retainer reduction post-spinoff .
Performance Compensation
| Equity Component | Amount (USD) | Vesting | Notes |
|---|---|---|---|
| Annual Stock Award (fully vested) | $150,000 | Fully vested at grant (November each year) | Prorated for partial-year service; additional $25,000 for Chair |
| LTIP eligibility for non-employee directors (2025 update) | Cap $600,000/year (incl. cash fees) | Minimum vesting ≥1 year for full-value awards (exceptions limited to 462,140 shares) | LTIP amended to include directors; no increase to plan share reserve |
- Director equity is not tied to performance metrics; executive PSAs for 2025 use 3-year cumulative EPS (50%) and relative TSR (50%)—not applicable to directors .
Other Directorships & Interlocks
| Category | Current Public Company Boards | Non-profit/Industry Boards | Potential Interlocks |
|---|---|---|---|
| Patel | None | Great Plains Institute (Chair); Midwest Reliability Organization (Director) | Great River Energy officer role reviewed; immaterial under independence standards |
| Board skillset matrix entry | “Number of Other Current Public Company Boards —” shown for nominees | — | — |
Expertise & Qualifications
- 25+ years in electric energy across IOUs, regulator within MDU’s service territory, RTO, and G&T cooperative .
- Transmission development; financial, government affairs, regulatory, compliance, public policy, safety expertise .
- Strategic planning and analysis aligned to MDU’s regulated energy delivery focus .
Equity Ownership
| Holder | Common Stock Beneficially Owned (#) | % of Outstanding | Notes |
|---|---|---|---|
| Priti R. Patel | — | <1% | As of record date (Mar 14, 2025) |
| Stock Ownership Policy (Directors) | 5x annual retainer fee | Compliance measured annually; 5-year window to achieve | RSUs and common stock count; PSAs unearned do not count; anti-hedging/pledging applies |
Governance Assessment
- Independence & conflict review: Board affirmed Patel’s independence; her outside officer role at an entity doing business with MDU was categorized immaterial (≤ the greater of $1 million or 2% of the other entity’s revenue, ordinary course terms) .
- Attendance/engagement: No Patel-specific attendance disclosed yet; board attendance strong in 2024 (≥96% individual, >99% aggregate), with executive sessions each regular meeting—positive signal for board effectiveness .
- Director pay alignment: Mix of cash ($110K) and fully-vested stock ($150K) plus modest chair/committee premiums; ownership policy requires 5x retainer—aligns incentives without option risk; anti-hedging/pledging enforced .
- Say-on-Pay context (executive pay program): 2024 support >96% and 2025 program retains pay-for-performance design—signals broader investor confidence in governance practices .
- RED FLAGS: None disclosed for Patel—no related-party transactions noted; no hedging/pledging permitted; beneficial ownership was “—” at record date with five-year window to meet guidelines .
Overall, Patel adds deep transmission and regulatory expertise in MDU’s core geography with no disclosed conflicts; compensation and ownership policies provide alignment, and independence has been explicitly affirmed by the board .