Everus Construction Group, Inc.
For the period ended May 20, 2025. Filed Apr 4, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2025 · Filed Apr 4, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrantý
Filed by a party other than the Registrant¨
Check the appropriate box:
¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material under §240.14a-12
Everus Construction Group, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
ý No fee required
¨ Fee paid previously with preliminary materials
¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
A LETTER TO OUR STOCKHOLDERS FROM OUR PRESIDENT AND CHIEF EXECUTIVE OFFICER
April 4, 2025
Fellow Stockholders:
We invite you to join our virtual annual meeting at 11:00 a.m. CDT May 20, 2025, by visiting www.virtualshareholdermeeting.com/ECG2025 where you will have the opportunity to listen to the live annual meeting, ask questions, and vote. Our annual meeting will be held online via audio webcast. Please check our website at www.ecgproxy.com for more information about our meeting.
During the meeting, we will hear the results of stockholder voting on the items outlined in the notice of the 2025 annual meeting of stockholders. I encourage you to promptly follow the instructions on your notice or proxy card to vote your shares on these items.
We are extremely grateful for the hard work and dedication of our employees, which continues to drive our success and has allowed us to become an independent publicly traded company as we completed our spinoff from MDU Resources Group, Inc. on October 31, 2024.
Everus had strong 2024 results, including robust backlog, and we believe we are well-positioned to continue our growth trajectory as we remain focused on our 4EVER strategy while serving diversified end markets that have ongoing favorable trends.
We are very optimistic about our future with expanded opportunities to invest in growing our business as an independent public company while safely and effectively serving our customers and creating value for our stockholders.
We look forward to having you join us online May 20 for our annual meeting. Thank you for your continued investment in our company.
Sincerely,
Jeffrey S. Thiede
President and Chief Executive Officer
Everus Construction Group, Inc.
Mailing Address:
1730 Burnt Boat Drive
Bismarck, North Dakota 58503
(701) 221-6400
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 20, 2025
April 4, 2025
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the annual meeting) of Everus Construction Group, Inc. (the company) will be held on Tuesday, May 20, 2025, at 11:00 a.m., Central Daylight Saving Time, entirely online live via audio webcast. You will be able to attend and participate by visiting www.virtualshareholdermeeting.com/ECG2025, where you will be able to listen to the annual meeting live, ask questions, and vote. After carefully considering the format of the annual meeting, the board of directors (the board) concluded to hold the annual meeting exclusively as a live online audio webcast. The board believes the virtual annual meeting offers the same participation opportunities as an in-person annual meeting. In addition, the board believes the virtual annual meeting format allows the company to provide consistent opportunities for engagement to all stockholders, regardless of their geographic location. Therefore, the company plans to hold the annual meeting by means of remote communications only. The annual meeting will be held for the following purposes:
| Items ofBusiness | 1. | Election of directors; |
| 2. | Advisory vote to approve the frequency of future advisory votes to approve the compensation paid to the company’s named executive officers; | |
| 3. | Advisory vote to approve the compensation paid to the company’s named executive officers; | |
| 4. | Ratification of the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for 2025; and | |
| 5. | Transaction of any other business that may properly come before the annual meeting or any adjournment(s) thereof. | |
| Record Date | The board has set the close of business on March 21, 2025, as the record date for the determination of stockholders who will be entitled to notice of, and to vote at, the annual meeting and any adjournment(s) thereof. | |
| MeetingAttendance | All stockholders as of the record date of March 21, 2025, are cordially invited to attend the annual meeting live online. Whether or not you plan to attend the annual meeting online, please vote your shares as instructed in the Notice of Availability of Proxy Materials (Notice), over the Internet, or by telephone after your receipt of the proxy materials, as promptly as possible. You may also request a paper Proxy Card, which will include a postage-paid envelope, to submit your vote by mail, as described in the Notice.You may also vote your shares online and ask your questions during the annual meeting. Instructions on how to vote while participating at the annual meeting online live are posted at www.virtualshareholdermeeting.com/ECG2025 and can be found in the Proxy Statement in the section entitled “Information About the Annual Meeting - How to Attend and Vote at the Annual Meeting.” Stockholders of record who attend the annual meeting online may withdraw their proxy and vote online at the annual meeting if they so desire. | |
| Proxy Materials | This Proxy Statement will first be sent to stockholders requesting written materials on or about April 4, 2025. A Notice will also be sent to certain stockholders on or about April 4, 2025. The Notice contains basic information about the annual meeting and instructions on how to view the company’s proxy materials and vote online. The list of stockholders entitled to vote at the annual meeting will be available for examination 10 days prior to the annual meeting at the company’s principal executive office, 1730 Burnt Boat Drive, Bismarck, ND 58503. |
| Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be Held on May 20, 2025. The 2025 Notice of Annual Meeting and Proxy Statement and 2024 Annual Report to Stockholders are available at www.ecgproxy.com. | By order of the Board of Directors, | |
|---|---|---|
| Paul R. Sanderson | ||
| Vice President, Chief Legal Officer and Corporate Secretary |
Cautionary information and forward-looking statements. This Proxy Statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995.
All statements that reflect our expectations, assumptions or projections about the future, other than statements of historical facts, including, without limitation, statements regarding plans, trends, objectives, goals, business strategies, market potential, future financial performance and other matters are considered forward-looking statements. The words “believe,” “expect,” “estimate,” “could,” “should,” “would,” “intend,” “may,” “plan,” “predict,” “seek,” “anticipate,” “project” and similar expressions generally identify forward-looking statements, which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. Although we believe that the expectations reflected in any forward-looking statements we make are based on reasonable assumptions as of the date they are made, we can give no assurance that the expectation will be attained and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties.
For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the discussion under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (SEC) on February 28, 2025, as well as subsequent SEC filings thereafter.
All forward-looking statements made in this Proxy Statement are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this Proxy Statement, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, and changes in future operating results over time or otherwise. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.
| TABLE OF CONTENTS | |||
|---|---|---|---|
| PROXY STATEMENT SUMMARY · EXECUTIVE COMPENSATION (continued) | |||
| Annual Meeting Information | 1 | Compensation Committee Report | 68 |
| Company Overview | 3 | Compensation Policies and Practices as They | |
| Business Performance Highlights | 4 | Relate to Risk Management | 68 |
| Corporate Governance Practices | 5 | Executive Compensation Tables | 69 |
| Compensation Highlights | 7 | Summary Compensation Table | 69 |
| Sustainability Highlights | 9 | Grants of Plan-Based Awards | 70 |
| BOARD OF DIRECTORS | Outstanding Equity Awards at Fiscal Year-End | 74 | |
| Item 1. Election of Directors | 12 | Option Exercises and Stock Vested | 74 |
| Director Nominees | 13 | Pension Benefits | 75 |
| Board Evaluations and Process for Selecting Directors | 20 | Nonqualified Deferred Compensation | 75 |
| Board Skills and Diversity Matrix | 21 | Potential Payments upon Termination or | |
| CORPORATE GOVERNANCE | Change in Control | 76 | |
| Director Independence | 23 | Pay Versus Performance | 79 |
| Oversight of Sustainability | 23 | AUDIT MATTERS | |
| Stockholder Engagement | 24 | Item 4. Ratification of the Appointment of | |
| Stockholder Communications with the Board | 24 | Deloitte & Touche LLP as the Company’s Independent | |
| Board Leadership Structure | 24 | Registered Public Accounting Firm for 2025 | 82 |
| Board’s Role in Risk Oversight | 25 | Annual Evaluation and Selection of Deloitte & | |
| Board Meetings and Committees | 27 | Touche LLP | 82 |
| Additional Governance Features | 30 | Audit Fees and Non-Audit Fees | 83 |
| Code of Conduct | 32 | Policy on Audit Committee Pre-Approval of Audit | |
| Corporate Governance Materials | 33 | and Permissible Non-Audit Services | 83 |
| Related Person Transaction Disclosure | 33 | Audit Committee Report | 84 |
| COMPENSATION OF NON-EMPLOYEE DIRECTORS · INFORMATION ABOUT THE ANNUAL MEETING | |||
| Director Compensation | 37 | Who Can Vote | 85 |
| SECURITY OWNERSHIP | Notice and Access | 85 | |
| Stock Ownership of Directors and Executive Officers | 39 | How to Vote | 85 |
| Greater than 5% Beneficial Owners | 39 | Revoking Your Proxy or Changing Your Vote | 85 |
| EXECUTIVE COMPENSATION | Discretionary Voting Authority | 86 | |
| Item 2. Advisory Vote to Approve the Frequency of Future | Voting Standards | 87 | |
| Advisory Votes to Approve the Compensation Paid | Proxy Solicitation | 87 | |
| to the Company’s Named Executive Officers | 40 | Electronic Delivery of Proxy Statement | 87 |
| Item 3. Advisory Vote to Approve the Compensation Paid | Householding of Proxy Materials | 88 | |
| to the Company’s Named Executive Officers | 41 | Everus Construction Group, Inc. 401(k) Plan | 88 |
| Information Concerning Executive Officers | 42 | Why Hold a Virtual Annual Meeting | 88 |
| Compensation Discussion and Analysis | 43 | Conduct of the Annual Meeting | 88 |
| Executive Summary | 43 | Stockholder Proposals, Director Nominations, and | |
| 2024 Compensation Framework | 49 | Other Items of Business for 2026 Annual Meeting | 89 |
| 2024 Compensation for Our Named Executive Officers | 53 | APPENDIX | |
| Other Benefits | 65 | Appendix A | A-1 |
| Compensation Governance | 66 | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.