Vernon Dosch
MDU RESOURCES GROUPAbout Vernon A. Dosch
Independent director at MDU Resources Group since 2024; age 71 and one year of service as of April 3, 2025. Former CEO and President of National Information Solutions Cooperative (NISC), a utility/broadband software provider, bringing deep operational and IT infrastructure expertise across billing, accounting, metering data, and distributed energy resource management. Nominated for strategic planning, financial management, and technology oversight capabilities; designated independent under NYSE standards. Serves on MDU’s Audit Committee, aligning his technology and financial oversight background with Board risk and controls responsibilities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Information Solutions Cooperative (NISC) | Chief Executive Officer and President | Jan 2002 – Jan 2020 | Led utility/broadband enterprise software; experience spans electric distribution, generation, transmission, billing, meter data management, and DER management; strategic planning and financial management strengths . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JSI (consulting and broadband solutions firm) | Director | Since Jan 2021 | Governance role at sector-adjacent provider . |
| North Dakota Dept. of Commerce, Legacy Investment for Technology Loan Fund | Director | Since Jan 2022 | Public innovation loan fund oversight . |
| Starion Bank | Director | Jan 2001 – Jan 2023 | Community bank board service (ended prior to MDU appointment) . |
| State of North Dakota (Governor’s Office/Dept. of Health/National Guard) | COVID‑19 Response Director | Feb 2020 – Jan 2021 | Public service during pandemic . |
Board Governance
- Independence: Board determined Dosch is independent; all standing committees comprised entirely of independent directors .
- Committees: Member, Audit Committee (Chair: Douglas W. Jaeger; 11 meetings in 2024). Audit oversees financial reporting, internal controls, cybersecurity, compliance, and related person transactions .
- Attendance: In 2024, each director attended at least 96% of Board and applicable committee meetings; aggregate attendance >99% (measured for period served) .
- Board leadership: Independent Chair (Dennis W. Johnson) and separate CEO; Vice Chair in place; executive sessions of independent directors at every regularly scheduled Board meeting .
- Board refreshment: Dosch joined as part of 2024 refresh; Board disbanded standalone E&S Committee in Nov 2024 and embedded responsibilities across standing committees, elevating safety oversight to full Board .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Cash; directors may defer/divert per policy . |
| Committee chair retainers | Audit $20,000; Compensation $15,000; Nominating & Governance $15,000 | No additional pay for Vice Chair; Chair of the Board retainer $100,000 since Nov 2024 (reduced from $125,000) . |
| Annual equity award (non‑employee directors) | $150,000 fully‑vested stock | Granted in November for prior-year service; prorated for partial-year service . |
| Meeting fees | None | Reasonable travel reimbursed . |
2024 actuals for Vernon A. Dosch (prorated, joined Nov 2024):
| Name | Fees Earned ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Dosch | 18,333 | 25,000 | 9 | 43,342 |
| Grant-date fair value measured using $18.34 per share on Nov 15, 2024 for director awards . |
Performance Compensation
- Non-employee director equity is time-based, fully-vested stock for prior service; no performance metrics, options, or meeting fees for directors .
- 2025 LTIP changes: added non-employee directors as eligible participants; capped director annual LTI (with cash fees) at $600,000; minimum one‑year vesting for full-value awards (with limited exceptions); Annual Director Stock Awards permitted under LTIP .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (across nominees including Dosch) . |
| Compensation Committee interlocks | None reported for MDU’s Compensation Committee in 2024 . |
| Related party transactions | Company reported no related person transactions in 2024 other than the Corvex cooperation agreement context; none involving Dosch disclosed . |
Expertise & Qualifications
- Sector/functional: 45+ years in electric utility and broadband industries; depth in billing/accounting systems, meter data, DER management, and electronic payment processing .
- Governance/finance: Strategic planning, financial management, business development, and culture leadership cited in reasons for nomination; positioned for Audit Committee work (Jaeger is the Audit Committee financial expert) .
Equity Ownership
| Holder | Common Stock Beneficially Owned (#) | Notes |
|---|---|---|
| Vernon A. Dosch | 2,613 | Includes shares held via 401(k) if applicable; beneficial ownership per SEC rules . |
Ownership alignment and safeguards:
- Director stock ownership guideline: 5x annual retainer; five-year compliance window; compliance measured annually .
- Anti-hedging/anti-pledging policies apply to directors; no hedging or pledging permitted .
- Deferrals: Directors may elect to defer/divert cash retainers into phantom stock or common stock; no director had deferred into phantom stock through 2024 .
Governance Assessment
- Strengths for board effectiveness: Dosch’s utility IT and operations expertise complements Audit Committee oversight of internal controls and cybersecurity; independence affirmed; attendance culture strong; independent Board leadership and regular executive sessions support robust oversight .
- Alignment and pay design: Director pay mix leans to equity with clear, market-benchmarked cash/equity structure; stock ownership policy (5x retainer) and anti-hedging/pledging enhance alignment; no meeting fees or options .
- Conflicts/related-party risk: No related person transactions in 2024 involving directors beyond activity disclosed with Corvex; no compensation committee interlocks; no Section 16(a) delinquencies noted for Dosch (one Form 4 delinquency disclosed for former CEO David Goodin) .
- Board refreshment and oversight evolution: Entry in 2024 aligns with broader refresh and reallocation of E&S oversight across committees, increasing the need for technical and compliance literacy that his background supports .
No RED FLAGS identified specific to Dosch in 2024 disclosures: no related-party transactions, no hedging/pledging, independent status, and standard director compensation practices .