KNIFE RIVER CORP, DEF 14A filed on 4/7/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Knife River Corporation
Entity Central Index Key 0001955520
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure    
Pay vs Performance Disclosure, Table
Summary Compensation Table Total for Principal Executive Officer (PEO)
($)(2)
Compensation Actually Paid to PEO
($)(3)
Average Summary Compensation Table Total for Non-PEO Named Executive Officers
($)(4)
Average Compensation Actually Paid to Non-PEO Named Executive Officers
($)(5)
Value of initial fixed $100 investment based on:
Net Income
(in thousands)
($)
Company Selected Measure - Adjusted EBITDA (in thousands)
($)(8)
Year(1)
Total Stockholder Return
($)(6)
Peer Group Total Stockholder Return
($)(7)
2024
6,941,573 11,332,653 2,125,439 3,513,404 290.23 117.14 201,678 469,502 
2023
4,991,482 6,535,447 1,835,172 2,665,370 188.98 120.11 182,872 432,421 
  
Company Selected Measure Name Adjusted EBITDA  
Named Executive Officers, Footnote Our PEO for 2024 and 2023 was Brian R. Gray. Our non-PEO named executive officers for 2024 were Nathan W. Ring, Trevor J. Hastings, Karl A. Liepitz and Nancy K. Christenson.  
Peer Group Issuers, Footnote Represents the value of $100 invested in the S&P 400 Materials Index, which is used for the company’s stock performance graph in the 2024 Annual Report, on June 1, 2023 (the date we become a publicly traded company), through the end of the listed fiscal year, assuming dividends are reinvested in the compensation peer group stock at the frequency paid.  
PEO Total Compensation Amount $ 6,941,573 $ 4,991,482
PEO Actually Paid Compensation Amount $ 11,332,653 6,535,447
Adjustment To PEO Compensation, Footnote To arrive at 2024 CAP for Mr. Gray, total compensation as reported in the SCT was adjusted for the following:
2024
SCT Total Compensation for the PEO6,941,573 
less: Reported Value of Stock Awards in the SCT
4,119,361 
plus: Stock Award Adjustments(a)
8,510,441 
less: Change in Actuarial Present Value of Defined Benefit and Pension Plans as Reported in the SCT— 
plus: Aggregate Service Cost and Prior Service Costs on Defined Benefit and Pension Plans— 
CAP for the PEO11,332,653 
(a)Stock Award Adjustment in determining CAP is as follows (fair value of equity awards was determined using methodologies and assumptions developed in a manner materially consistent with those used to determine the grant date fair value of the awards):
YearYear-end Fair Value of Equity Awards Granted in the Year which are UnvestedYear-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that are UnvestedFair Value as of Vesting Date of Equity Awards Granted and Vested in the YearYear-over-Year Change in Fair Value of Equity Award Granted in Prior Years that Vested in the YearPrior Year-end Fair Value of Equity Awards that Failed to Meet Vesting Conditions in the YearValue of Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total CompensationTotal Equity Award Adjustments
2024
6,279,191 2,231,250 — — — — 8,510,441 
  
Non-PEO NEO Average Total Compensation Amount $ 2,125,439 1,835,172
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,513,404 2,665,370
Adjustment to Non-PEO NEO Compensation Footnote To arrive at the 2024 Average CAP for our non-PEO named executive officers, total compensation as reported in the SCT was adjusted for the following:
2024
Average of SCT Total Compensation for Non-PEO Named Executive Officers2,125,439 
less: Reported Value of Stock Awards in the SCT
933,827 
plus: Stock Award Adjustments(a)
2,321,792 
less: Change in Actuarial Present Value of Defined Benefit and Pension Plans as Reported in the SCT— 
plus: Aggregate Service Cost and Prior Service Costs on Defined Benefit and Pension Plans— 
Average CAP for the Non-PEO Named Executive Officers3,513,404 
(a)Stock Award Adjustments in determining CAP
YearYear-end Fair Value of Equity Awards Granted in the Year which are UnvestedYear-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that are UnvestedFair Value as of Vesting Date of Equity Awards Granted and Vested in the YearYear-over-Year Change in Fair Value of Equity Award Granted in Prior Years that Vested in the YearPrior Year-end Fair Value of Equity Awards that Failed to Meet Vesting Conditions in the YearValue of Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total CompensationTotal Equity Award Adjustments
2024
1,423,439 575,587 — 322,766 — — 2,321,792 
  
Compensation Actually Paid vs. Total Shareholder Return
CAP vs. Company TSR and Peer Group TSR
The following chart depicts the PEO and average non-PEO named executive officer CAP compared to the company’s TSR and peer group TSR for 2024 and 2023.
4321
  
Compensation Actually Paid vs. Net Income
CAP vs. Net Income
The following chart depicts the PEO and average non-PEO named executive officer CAP compared to the company’s Net Income for 2024 and 2023.
4473
  
Compensation Actually Paid vs. Company Selected Measure
CAP vs. Adjusted EBITDA
The following chart depicts the PEO and average non-PEO named executive officer CAP compared to the company’s Adjusted EBITDA for 2024 and 2023.
4635
  
Total Shareholder Return Vs Peer Group
CAP vs. Company TSR and Peer Group TSR
The following chart depicts the PEO and average non-PEO named executive officer CAP compared to the company’s TSR and peer group TSR for 2024 and 2023.
4321
  
Tabular List, Table
Performance Metrics Most Closely Linked to CAP for 2024
Adjusted EBITDA
Adjusted EBITDA margin growth
Relative Total Stockholder Return
  
Total Shareholder Return Amount $ 290.23 188.98
Peer Group Total Shareholder Return Amount 117.14 120.11
Net Income (Loss) $ 201,678,000 $ 182,872,000
Company Selected Measure Amount 469,502,000 432,421,000
PEO Name Brian R. Gray  
Additional 402(v) Disclosure Represents Mr. Gray’s total compensation as shown in the Summary Compensation Table (SCT) for 2024.Represents the average total compensation of our non-PEO named executive officers as shown in the SCT for 2024Represents value of $100 invested in company stock on June 1, 2023 (the date we become a publicly traded company), through the end of the listed fiscal year, assuming dividends, if any, are reinvested in company stock at the frequency paid.  
Measure:: 1    
Pay vs Performance Disclosure    
Name Adjusted EBITDA  
Measure:: 2    
Pay vs Performance Disclosure    
Name Adjusted EBITDA margin growth  
Non-GAAP Measure Description Adjusted EBITDA is a non-GAAP financial measure and is calculated by adding back income taxes; interest expense (net of interest income); depreciation, depletion and amortization expense; unrealized gains and losses on benefit plan investments; stock-based compensation; and one-time Separation costs to net income.  
Measure:: 3    
Pay vs Performance Disclosure    
Name Relative Total Stockholder Return  
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ 0  
PEO | Aggregate Pension Adjustments Service Cost    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0  
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount (4,119,361)  
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 8,510,441  
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 6,279,191  
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 2,231,250  
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0  
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0  
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0  
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0  
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0  
Non-PEO NEO | Aggregate Pension Adjustments Service Cost    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0  
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 933,827  
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 2,321,792  
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 1,423,439  
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 575,587  
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0  
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 322,766  
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0  
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ 0  
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true