Tammy Miller
MDU RESOURCES GROUPAbout Tammy J. Miller
Tammy J. Miller is an independent director of MDU Resources, appointed August 12, 2025, and serves on the Audit Committee. She is the former Lieutenant Governor of North Dakota and former CEO and board chair of Border States, where revenue grew from $485 million to nearly $2.5 billion during her tenure. She also serves on the board of SkyWater Technology, bringing public policy, finance, and corporate governance expertise; the MDU board has determined she is independent under NYSE standards and assigned her to the Audit Committee. Her 2025 board compensation is per MDU’s standard non‑employee director program on a pro‑rated basis for time served in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of North Dakota | Lieutenant Governor | Not disclosed | Public leadership; policy experience cited by MDU |
| Border States (electrical distribution) | CEO; Board Chair | Not disclosed | Grew revenue from $485M to nearly $2.5B; executive leadership and industry relationships |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SkyWater Technology (public) | Director | Current | Public company governance; technology and finance perspective |
Board Governance
- Independence: Board determined Ms. Miller is independent under NYSE rules and appointed her to the Audit Committee .
- Committee assignment: Audit Committee member; Audit requires financial literacy under MDU standards .
- Board structure context: MDU separates Chair and CEO; all standing committees consist entirely of independent directors .
- Attendance context: In 2024, each director attended at least 96% of Board/committee meetings, with >99% aggregate attendance; Ms. Miller joined in August 2025, so her attendance has not yet been disclosed .
Fixed Compensation
| Component (Non-Employee Director Program) | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | 110,000 | Standard director cash retainer |
| Committee Chair Retainer – Audit | 20,000 | If serving as Audit Chair (not applicable to Ms. Miller currently) |
| Committee Chair Retainer – Compensation | 15,000 | If serving as Chair |
| Committee Chair Retainer – Nominating & Governance | 15,000 | If serving as Chair |
| Chair of the Board Retainer | 100,000 | Reduced from $125k to $100k effective Nov 2024; Chair receives no additional committee chair fees |
| Meeting Fees | 0 | No meeting fees; expenses reimbursed |
- Pro-rating: Newly appointed directors receive standard compensation on a pro‑rated basis for time served in the year (applies to Ms. Miller in 2025) .
- Deferral options: Directors may defer/divert portions of retainers into phantom stock with dividend accruals or into common stock .
Performance Compensation
| Component | Structure | Metrics/Conditions |
|---|---|---|
| Annual Stock Award | $150,000 in fully‑vested common stock granted in November (prorated for partial‑year service) | No performance metrics; time of service only |
MDU emphasizes a mix of cash and equity for directors with an emphasis on equity to align interests with stockholders; no performance metrics apply to director equity awards .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| SkyWater Technology (public) | Director | Technology/manufacturing ecosystem; no specific MDU related‑party exposure disclosed in appointment filing |
MDU independence standards permit immaterial relationships under categorical standards; the Board uses those in independence determinations .
Expertise & Qualifications
- Executive leadership and operations (former CEO and chair of Border States) .
- Public policy and government (former Lieutenant Governor of North Dakota) .
- Corporate governance and finance; Audit Committee service at MDU indicates financial literacy .
- Sector adjacency: Electrical distribution/utility ecosystem experience relevant to MDU’s regulated energy delivery focus .
Equity Ownership
| Item | Policy/Status |
|---|---|
| Ownership guideline | Non‑employee directors: 5x annual retainer; compliance within 5 years |
| What counts | Common stock; RSUs; shares held via 401(k); spousal/household holdings count; unearned PSAs do not (directors receive fully‑vested stock, not PSAs) |
| Anti‑hedging/pledging | Prohibited for directors and executive officers |
| 2025 stock award | Directors receive annual fully‑vested stock award in November; pro‑rated for partial service (would apply to Ms. Miller) |
Note: Beneficial ownership share counts for Ms. Miller are not disclosed in the 2025 proxy (record date preceded her appointment). Future proxies should provide holdings detail .
Governance Assessment
- Strengths
- Independence affirmed and immediate placement on Audit Committee signals board confidence in financial oversight capability .
- Relevant operating, distribution, and public policy background supports strategy and regulatory engagement in MDU’s jurisdictions .
- Alignment mechanisms: equity-heavy director pay; stringent ownership guidelines; anti‑hedging/pledging policies .
- Monitoring points
- Related‑party safeguards: Audit Committee reviews related‑person transactions; no 2024 related‑person transactions beyond specified cooperation agreements; continue monitoring for any supplier/customer overlaps with prior employers (none disclosed at appointment) .
- Attendance and engagement: 2025/2026 proxy will provide Ms. Miller’s specific attendance; historical board attendance is strong (≥96% per director in 2024) .
- Shareholder context
- Say‑on‑Pay support was >96% in 2024; board emphasizes pay-for-performance for executives and robust investor engagement, supportive of overall governance environment Ms. Miller joins .
RED FLAGS: None identified in filings regarding independence, related‑party transactions at appointment, or hedging/pledging. Continue to review future proxies for any pledging/hedging disclosures, ownership guideline compliance updates, or new related‑party activity .