🧾 What This Document Is

This is a DEF 14A, also known as a Proxy Statement. It’s the official invitation and instruction booklet for Knife River Corporation’s upcoming annual shareholder meeting.

👉 In simple terms, it’s how the company tells you (the owner) what they plan to vote on, who is running the board, how much the bosses get paid, and asks for your vote on these matters. You don’t have to attend to vote—you can give your vote to the company’s leaders (they are your “proxies”) to vote on your behalf.

Why it matters: This document is your window into how the company is run, who is in charge, and how they reward themselves. It’s where you exercise your ownership rights.

🏢 What The Company Does

Knife River is a vertically integrated producer of construction materials and services. Think of them as a “one-stop shop” for building roads, foundations, and infrastructure.

👉 In simple terms, they dig up rocks and sand (aggregates), then use them to make concrete and asphalt, and then their crews go out and pave roads or build sites. This vertical model (owning the whole process from raw material to finished project) is a key competitive advantage. They operate in 14 states, primarily in mid-size, growing markets.

📅 Annual Meeting Details

• When: Wednesday, May 20, 2026, at 10:00 a.m. Central Daylight Saving Time.
• Where: Entirely online at www.virtualshareholdermeeting.com/KNF2026.
• Record Date: You must have owned shares by March 27, 2026, to vote.
• Your Items to Vote On:
  1. Election of two directors (Karen B. Fagg and Brian R. Gray).
  2. An advisory vote on executive compensation (“Say-on-Pay”).
  3. Ratification of the auditor (Deloitte & Touche LLP).

👥 Who's Running the Board (Director Nominees)

You are voting to elect two people to the board, which provides oversight.

• Karen B. Fagg (Age 72): Independent Director, Chair of the Board. Has deep experience in engineering, natural resources, and running her own company. She brings a perspective on managing natural resources and enterprise risk.
• Brian R. Gray (Age 55): The company’s President and CEO. He’s the only executive on the board and has over 30 years at the company, providing essential operational knowledge.

The board recommends a FOR vote for both.

💰 How Executives Get Paid (Compensation Highlights)

This is a critical section showing if pay is tied to performance.

• For 2025: Over 80% of the CEO’s target pay and about 70% of other named executive officers’ pay was “at risk” (i.e., not guaranteed salary).
• Structure: 100% of the annual cash bonus and 65% of long-term incentives are tied to hitting specific performance goals. The other 35% of long-term incentives are time-based restricted stock units (RSUs), which vest over time as long as the executive stays with the company.
• Goal: This structure is designed to align executives’ interests with shareholders’—they only get big rewards if the company performs well.

⚖️ Corporate Governance Practices

This section details the rules and structure meant to keep the company accountable.

👍 Strengths & Good Practices:

• The board will be fully declassified (meaning all directors stand for election annually) by 2027.
• All directors are independent except the CEO.
• The Board Chair and CEO roles are separated (Brian Gray is CEO, Karen Fagg is Chair), which the board believes provides better balance and oversight.
• They have anti-hedging and anti-pledging policies for executives and directors.
• Strong stock ownership requirements for leaders.

⚠️ Risks & Considerations:

• As a construction materials company, Knife River’s performance is heavily tied to economic cycles, infrastructure spending, and weather. A slowdown in construction could hurt results.
• Integrating acquisitions (they bought five companies in 2025) always carries execution risk.

🔮 What’s Next & Business Strategy

Management outlines its path forward:

• Growth Strategy: Focus on mid-size, higher-growth markets, pursue acquisitions (inorganic growth), and improve operational efficiency through their “Competitive EDGE” initiatives (EBITDA, Discipline, Growth, Excellence).
• 2026 Outlook: They expect the momentum from a strong 2025 finish to carry into 2026, continuing efforts to optimize pricing, control costs, and pursue growth.
• Sustainability: They frame sustainability as a long-term business strategy, integrating environmental and social considerations into operations to enhance viability and profitability.

🧠 The Analogy

Think of Knife River like a tree. The aggregates (rocks, sand) are the roots—the stable, foundational resource. The concrete and asphalt plants are the trunk—they process the raw materials into valuable products. The contracting services crews are the branches—they take those products out into the world to build projects and generate revenue. The board and executives are the gardeners, making sure the whole tree is healthy, growing in the right places, and that their incentives (pay) are tied to the tree’s fruitfulness (company performance), not just watering it.

🧩 Final Takeaway

This proxy outlines the vote for board members and highlights a compensation plan heavily tied to company performance. The key story is of a company (Knife River) that is aggressively pursuing growth through acquisitions and efficiency while trying to align its leaders’ pay with shareholder success in a cyclical, infrastructure-dependent industry.