Rob Johnson
MDU RESOURCES GROUPAbout Rob Johnson
Rob L. Johnson (age 63) serves as President, WBI Energy, Inc. (MDU’s pipeline segment) since June 2023, after roles as EVP–Commercial (Jan 2021–Jun 2023) and VP–Commercial (May 2014–Jan 2021) . Under his leadership, the pipeline segment delivered record 2024 earnings of $68.0 million, driven by transportation and storage revenue . Company performance over 2022–2024 shows stable revenues and rising EBITDA, with cumulative TSR reaching 184.68 on a $100 base since 12/31/2019, reflecting strong shareholder value creation through the 2023 and 2024 spinoffs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| WBI Energy, Inc. | President | Jun 2023–present | Pipeline segment delivered record 2024 earnings of $68.0M, driven by transportation and storage revenue |
| WBI Energy, Inc. | EVP–Commercial | Jan 2021–Jun 2023 | Record pipeline earnings of $46.9M in 2023 (+33% YoY) and record annual transportation volumes (+17% YoY) |
| WBI Energy, Inc. | VP–Commercial | May 2014–Jan 2021 | Commercial leadership in WBI’s pipeline business |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $386,250 |
| Target Bonus (%) | 50% |
| Target Bonus ($) | $193,125 |
| Actual EICP Bonus ($) | $395,906 (205% of target) |
Performance Compensation
Annual Incentive (EICP) – 2024
| Metric | Weighting | Threshold ($MM) | Target ($MM) | Actual ($MM) | Payout (% of target) | Modifier | 2024 Result |
|---|---|---|---|---|---|---|---|
| Adjusted Pipeline Segment Earnings | 100% | $45.4 | $53.4 | $68.3 | 200% | Responsible Business +5% | Total 205% payout (cash) |
Long‑Term Incentive (RSUs)
| Grant Date | Units Granted (#) | Grant Date Fair Value ($) | Converted RSUs Post‑Spin (#) | Vesting | Settlement Timing | Dividend Equivalents |
|---|---|---|---|---|---|---|
| Feb 15, 2024 | 15,936 | $332,266 | 30,447 | Three‑year cliff; vests Dec 31, 2026 | No later than Mar 2027 | Paid at settlement |
| 2023 award (post‑spin) | — | — | 26,611 | Vests Dec 31, 2025 | — | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Common) | 93,874 shares; below 1% of outstanding |
| Unvested RSUs (12/31/2024) | 57,058 RSUs; market value $1,028,185 |
| Unvested RSU Breakdown | 26,611 (2023 award, vests 12/31/2025) and 30,447 (2024 award, vests 12/31/2026) |
| Stock Vested in 2024 | 16,438 shares; value $312,053 |
| Options | Company does not issue stock options |
| Pledging/Hedging | Prohibited for executives |
| Ownership Guidelines | 3x annual base salary for Section 16 officers |
| Compliance Status | NEOs in compliance as of end‑2024 (or within initial 5‑year window) |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | None; at‑will |
| Severance (non‑CIC) | No severance; CIC plan only |
| CIC Severance Multiple | 2x annual base salary + target EICP for non‑PEO NEOs |
| CIC with Termination (Estimated) | Severance $1,426,290; LTI $1,054,006; Nonqualified DC $195,680; Total $2,675,976 (assumes 12/31/2024; $18.02 stock price) |
| CIC without Termination | LTI $495,337 (accelerated vesting if no replacement award) |
| Clawback Policy | Recoupment for restatements; applies regardless of misconduct |
| Insider Trading | Policy prohibits hedging/pledging; margin account restrictions |
| Deferred Compensation (DCP) | May defer up to 80% base salary and 100% EICP; company contribution 10% for Johnson; employer credits vest ratably over 3 years |
Performance & Track Record – Company Context (FY basis)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | $1,747.3MM | $1,803.4MM | $1,757.0MM |
| EBITDA ($) | $397.5MM* | $421.2MM* | $470.0MM* |
Values with an asterisk were retrieved from S&P Global.
Additional context:
- Cumulative TSR (value of $100 investment) reached 184.68 as of 12/31/2024 vs peer group 151.51 .
- Pipeline segment earnings were a record $68.0M in 2024, driven by transportation and storage revenue .
Compensation Structure Analysis
- Shift to RSUs in 2024 for all NEOs (no PSAs) to retain management through transformational spinoffs; three‑year cliff vesting to align incentives, with return to PSA/RSU mix in 2025 (PSA 70% / RSU 30%) .
- EICP for Johnson tied solely to Adjusted Pipeline Segment Earnings (100% weighting), with a Responsible Business modifier (+5%) applied equally across participants; 2024 payout at 205% of target reflects maximum financial performance plus modifier .
- Say‑on‑Pay support: 96% approval at 2024 Annual Meeting, indicating shareholder alignment with program design .
Investment Implications
- Retention and supply overhang: Three‑year cliff RSUs vest on Dec 31, 2025 (26,611 units) and Dec 31, 2026 (30,447 units), which may create scheduled insider share delivery events but are governed by anti‑hedging/pledging policies and ownership guidelines .
- Strong alignment to segment performance: Johnson’s cash incentive is tightly linked to pipeline earnings, which achieved maximum levels in 2024; continued outperformance would support future payouts under restored PSA design (EPS and TSR) from 2025 .
- Change‑of‑control protection: Double‑trigger economics with 2x salary+target EICP and potential equity vesting if no replacement award; balanced by clawback and anti‑pledging policies—supportive of stability, limited governance red flags .