Sector: Materials
KNIFE RIVER CORP · Meeting: May 20, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Two Class III Directors
Ms. Fagg has served since 2023, passes the TSR trigger (KNF's 3-year return of +102.3% outperforms the peer median of +70.8% by +31.5pp, well below the 65pp threshold required to trigger a vote against), has relevant engineering and natural resource industry experience, attends all meetings, and holds no overboarding concerns with only one public board seat.
Mr. Gray is the CEO-director and has served since 2023; the TSR trigger does not apply (KNF outperforms the peer median by +31.5pp over 3 years, well below the 65pp threshold), he holds no outside public board seats so there is no overboarding concern, and his deep 30-year industry experience is directly relevant to Knife River's business.
Both Class III nominees pass all policy screens: no overboarding, no TSR underperformance trigger (KNF's 3-year return of +102.3% outperforms the compensation peer group median of +70.8% by +31.5pp, short of the 65pp threshold needed to trigger a vote against), all meetings attended, and both have directly relevant qualifications. Vote FOR both nominees.
CEO
Brian R. Gray
Total Comp
$5,820,868
Prior Support
95%%
CEO Brian R. Gray received total compensation of $5,820,868 in 2025, which is within a reasonable range for a CEO at a $4.2 billion Basic Materials company. The compensation structure is strongly performance-oriented: over 80% of the CEO's target pay is variable (at-risk), with 65% of long-term equity awards tied to relative total shareholder return and adjusted EBITDA margin growth over a three-year period, and annual cash bonuses tied to pre-set financial and safety targets — all meaningful, measurable conditions. The prior Say on Pay vote received 95% shareholder support, the company has a robust clawback policy, and KNF's 3-year stock return of +102.3% substantially outperforms both the compensation peer group median (+70.8%) and the XLB sector ETF benchmark (+33.4%), confirming that above-benchmark incentive pay is well justified by strong shareholder outcomes.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$2,925,602
Non-Audit Fees
$0
Deloitte & Touche LLP billed $2,925,602 in audit fees and zero in non-audit, tax, or other fees for 2025, resulting in a non-audit fee ratio of 0% — well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire under policy; this is noted as a minor negative but does not change the vote. Deloitte is a Big 4 firm appropriate for a $4.2 billion market cap company.
Knife River Corporation's 2026 annual meeting contains three standard proposals: election of two Class III directors (Karen B. Fagg and Brian R. Gray), ratification of Deloitte & Touche LLP as auditor, and an advisory vote on executive compensation. All three proposals receive a FOR vote determination — the directors pass all TSR, overboarding, and qualification screens; the auditor has zero non-audit fees; and the executive pay program is heavily performance-based and supported by strong 3-year stock outperformance relative to both peers and the XLB sector ETF. There are no stockholder proposals on this ballot.
16 companies disclosed in 2026 proxy filing
