Stephanie Sievert
About Stephanie Sievert
Stephanie A. Sievert, 53, is MDU’s Chief Accounting and Regulatory Affairs Officer (appointed January 2025). She previously served as Vice President, Chief Accounting Officer, and Controller from September 2017 to January 2025, following Controller roles at MDU and senior finance roles at WBI Energy. Her remit aligns with enterprise accounting integrity, regulatory reporting, and controls, and she is part of the executive cohort governed by MDU’s stock ownership, anti-hedging/pledging, clawback, and pay-for-performance frameworks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MDU Resources Group, Inc. | Chief Accounting and Regulatory Affairs Officer | Jan 2025–present | Not disclosed |
| MDU Resources Group, Inc. | Vice President, Chief Accounting Officer, and Controller | Sep 2017–Jan 2025 | Not disclosed |
| MDU Resources Group, Inc. | Controller | Effective May 30, 2016 | Not disclosed |
| WBI Energy, Inc. | Vice President, Treasurer and Chief Accounting Officer | Effective Jan 1, 2015 | Not disclosed |
| WBI Energy, Inc. | Controller | Effective Sep 30, 2013 | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed in recent proxies |
Fixed Compensation
- Base salary, target bonus %, and actual bonus paid for Ms. Sievert are not disclosed in the 2025 and 2024 proxy statements; she was not a named executive officer (NEO) for 2024. MDU states executives are at-will and do not have individual employment agreements providing severance outside of the CIC Severance Plan .
Performance Compensation
MDU’s incentive design and 2024 outcomes (context for executive officers):
| Component | Metric | Weighting | Target/Payout Mechanics | Actuals (2024) | Notes |
|---|---|---|---|---|---|
| Annual EICP – Corporate executives | Adjusted Business Segment Earnings | 80% | Linear interpolation; threshold 85%→25% payout; target 100%→100%; max 115%→200% | 116.6% (financial measure) | Max payout under plan was 200% of target (excl. Responsible Business modifier) |
| Annual EICP – Corporate executives | Everus Spinoff strategic measure | 20% | Linear interpolation; committee-certified | 40.0% (strategic measure) | Responsible Business modifier ±5%; awarded +5% in 2024 |
| Annual EICP – Business unit executives | Adjusted segment earnings | 100% | Same linear payout curve | Varies by unit; example: Pipeline 200% | No individual discretion exercised for payouts |
| Long-Term Incentive (2024 grants) | RSUs (time-based) | 100% RSUs for 2024 due to Everus spinoff | 3-year cliff vest (Dec 31, 2026) | RSUs outstanding; no acceleration from spinoff | Policy return to mix of 70% PSAs / 30% RSUs in 2025 |
| Long-Term Incentive (2025 design) | PSAs (EPS & relative TSR) / RSUs | 70% PSAs, 30% RSUs | PSAs: 50% 3-yr cumulative EPS; 50% 3-yr relative TSR vs custom 2025 peer group | N/A | Vesting remains 3-year (PSAs, RSUs) |
Note: Ms. Sievert’s individual EICP target and payouts are not disclosed. EICP applies broadly to executives with company-level certification and without individual performance adjustments .
Equity Ownership & Alignment
- Stock ownership policy multiples: CEO 5× base salary; other Section 16 officers (including NEOs) 3×; non-employee directors 5× annual retainer; compliance measured annually, with holding requirements until back in compliance if price declines .
- Anti-hedging/anti-pledging: Executives and directors are prohibited from hedging and pledging MDU stock; margin accounts must explicitly exclude MDU stock from margin/pledge provisions .
- Clawback policy: Applies to current/former executive officers for incentive-based compensation awarded on/after Oct 2, 2023 in case of required accounting restatements, regardless of misconduct .
- Beneficial ownership: Individual ownership for Ms. Sievert is not itemized; aggregate for 17 directors, director nominees, and executive officers (and former) as a group is 1,923,065 shares (~1% of outstanding as of Record Date). No individual director/director nominee/NEO owned ≥1% .
RSU vesting schedule and settlement mechanics (context for executives):
| Award Year | Vesting Date | Settlement Window | Notes |
|---|---|---|---|
| 2023 RSUs | Dec 31, 2025 | Per plan/award agreement | Converted post Everus spinoff; remains service-vested; prorated vesting in death/disability scenarios |
| 2024 RSUs | Dec 31, 2026 | Settlement no later than March 2027 | 3-year cliff vest; no acceleration due to spinoff; designed to incentivize retention through transformation |
Change-in-control treatment for RSUs and definitions (plan-level):
- CIC w/ termination: Outstanding RSUs vest in full unless replacement award of similar value/terms is provided; CIC without termination: 2023 RSUs vest, 2024 RSUs assumed replaced .
- “Good reason” includes reductions in base salary/target EICP/target LTI, relocation >50 miles, material reduction in title/authority/duties; “Cause” includes fraud/dishonesty causing likely material damage or willful nonfeasance not cured within 10 days, as determined by 2/3 of non-employee directors .
- RSUs cannot be sold/transferred/pledged prior to settlement; vesting may be prorated on death/disability and based on retirement eligibility (≥55 years and ≥10 years of service) per award terms .
Employment Terms
- No employment agreements; executives are employed at-will .
- CIC Severance Plan exists for certain executives, including NEOs, with cash severance based on multiples of base salary + target EICP (3× CEO; 2× other NEOs), prorated EICP, health coverage treatment, and outplacement (≤$10,500), subject to Section 4999 excise tax optimization; sale of a subsidiary does not constitute CIC unless criteria met .
- Nonqualified 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; full vesting upon death/disability/age 65 with 10 years of service; CIC termination within one year accelerates vesting and lump-sum payout; forfeiture for cause .
Investment Implications
- Alignment: Strong governance—stock ownership multiples, mandatory holding until in compliance, anti-hedging/pledging, and clawback—suggest high alignment and lower governance risk for financial reporting roles like Ms. Sievert’s .
- Retention risk and selling pressure: Company-wide RSU awards with 3-year cliff vest drive retention; potential selling pressure can cluster around vest dates (Dec 31, 2025 and Dec 31, 2026) and subsequent settlement windows, though Ms. Sievert’s individual grants are not disclosed .
- Pay-for-performance direction: Post-spinoff return to PSA/RSU mix with EPS and relative TSR metrics increases at-risk equity tied to multi-year performance, reinforcing alignment amid restructuring; annual incentives use adjusted earnings and operational goals under CORE framework .
- Contractual protections: At-will employment and CIC plan terms (if applicable) reduce entrenchment; clawback coverage mitigates restatement risk; prohibition on options and tax gross-ups lowers pay-related red flags .