Everus Construction Group, Inc.
For the period ended May 12, 2026. Filed Mar 27, 2026.
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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 12, 2026 · Filed Mar 27, 2026
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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 CHAIR OF THE BOARD AND PRESIDENT AND CHIEF EXECUTIVE OFFICER | ||
|---|---|---|
| Fellow Stockholders: | ||
| In 2025, our first full year as a stand-alone public company, we delivered record results. Revenues reached $3.75 billion, up 32% from 2024. Net income rose 41% to $201.8 million, and EBITDA1 grew 38% to $319.8 million while absorbing public company-related costs. | ||
| Guided by our 4EVER strategic priorities — Employees, Value, Execution and Relationships — and building on our strong momentum, we finished the year with record backlog of $3.23 billion. We continue to see strong opportunities for our operations across diverse, favorably trending markets around the country. | ||
| Through our solid relationships with customers and thanks to our employees’ continued focus on safely and precisely executing thousands of diverse projects across the country, we are providing value for our investors. | ||
| We invite you to join us for our virtual Annual Meeting of Stockholders at 11 a.m. CDT May 12, 2026, by visiting www.virtualshareholdermeeting.com/ECG2026. During the audio webcast, you will have the opportunity to listen to the live meeting, vote and ask questions. Preliminary results of stockholder voting on the items outlined in this Proxy Statement will be announced during the meeting. We encourage you to promptly follow the instructions on your notice or proxy card to vote your shares on these items. Please check our website at everusproxy.com for more information about the Annual Meeting of Stockholders. | ||
| Thank you for your interest and investment in Everus as we continue safely Building America’s Future.® | Dale S. Rosenthal | |
| Chair of the Board | ||
| Jeffrey S. Thiede | ||
| President and CEO | ||
| 1EBITDA is a non-Generally Accepted Accounting Principles (GAAP) in the United States financial measure. See “Appendix A” at the end of this Proxy Statement for the definition of EBITDA and a reconciliation of EBITDA to the closest GAAP financial measure. | ||
Mailing Address:
1730 Burnt Boat Drive
Bismarck, North Dakota 58503
(701) 221-6400
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 12, 2026
March 27, 2026
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 12, 2026, 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/ECG2026, 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 compensation paid to the company’s named executive officers; | |
| 3. | Ratification of the appointment of KPMG LLP as the company’s independent registered public accounting firm for 2026; and | |
| 4. | 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 16, 2026, 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 16, 2026, 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/ECG2026 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 March 27, 2026. A notice will also be sent to certain stockholders on or about March 27, 2026. 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 12, 2026. The 2026 Notice of Annual Meeting and Proxy Statement and 2025 Annual Report to Stockholders are available at everusproxy.com. | By order of the Board of Directors, | |
|---|---|---|
| Paul R. Sanderson | ||
| Vice President, Chief Legal Officer and Corporate Secretary |
Cautionary note regarding 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.
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, 2025, filed with the Securities and Exchange Commission (SEC) on February 25, 2026, as well as subsequent SEC filings thereafter.
You should read this Proxy Statement completely and with the understanding that actual future results may be materially different from expectations. 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 Policies and Practices as They | ||
| Company Overview | 3 | Relate to Risk Management | 64 | |
| Business Performance Highlights | 4 | Executive Compensation Tables | 65 | |
| Corporate Governance Practices | 5 | Summary Compensation Table | 65 | |
| Compensation Highlights | 7 | Grants of Plan-Based Awards | 66 | |
| Sustainability Highlights | 9 | Outstanding Equity Awards at Fiscal Year-End | 70 | |
| BOARD OF DIRECTORS | Option Exercises and Stock Vested | 71 | ||
| Item 1. Election of Directors | 12 | Pension Benefits | 71 | |
| Director Nominees | 13 | Nonqualified Deferred Compensation | 71 | |
| Board Evaluations and Process for Selecting Directors | 21 | Potential Payments upon Termination or | ||
| Board Skills and Strategy Matrix | 23 | Change in Control | 72 | |
| CORPORATE GOVERNANCE | Pay Versus Performance | 77 | ||
| Director Independence | 26 | AUDIT MATTERS | ||
| Oversight of Sustainability | 26 | Item 3. Ratification of the Appointment of | ||
| Stockholder Engagement | 28 | KPMG LLP as the Company’s Independent | ||
| Stockholder Communications with the Board | 28 | Registered Public Accounting Firm for 2026 | 81 | |
| Board Leadership Structure | 29 | Annual Evaluation and Selection of Registered | ||
| Board’s Role in Risk Oversight | 29 | Independent Public Accounting Firm | 81 | |
| Board Meetings and Committees | 31 | Audit Fees and Non-Audit Fees | 82 | |
| Additional Governance Features | 35 | Policy on Audit Committee Pre-Approval of Audit | ||
| Code of Conduct | 38 | and Permissible Non-Audit Services | 82 | |
| Corporate Governance Materials | 38 | Audit Committee Report | 83 | |
| Related Person Transaction Disclosure | 38 | INFORMATION ABOUT THE ANNUAL MEETING | ||
| COMPENSATION OF NON-EMPLOYEE DIRECTORS | Who Can Vote | 84 | ||
| Director Compensation | 40 | Notice and Access | 84 | |
| SECURITY OWNERSHIP | How to Vote | 84 | ||
| Stock Ownership of Directors and Executive Officers | 43 | Revoking Your Proxy or Changing Your Vote | 84 | |
| Greater than 5% Beneficial Owners | 44 | Discretionary Voting Authority | 85 | |
| Delinquent Section 16(a) Reports | 44 | Voting Standards | 86 | |
| EXECUTIVE COMPENSATION | Proxy Solicitation | 86 | ||
| Item 2. Advisory Vote to Approve the Compensation Paid | Electronic Delivery of Proxy Statement | 87 | ||
| to the Company’s Named Executive Officers | 45 | Householding of Proxy Materials | 87 | |
| Information Concerning Executive Officers | 46 | Everus 401(k) Plan | 87 | |
| Compensation Discussion and Analysis | 48 | Why Hold a Virtual Annual Meeting | 87 | |
| Executive Summary | 48 | Conduct of the Annual Meeting | 87 | |
| 2025 Compensation Framework | 51 | Stockholder Proposals, Director Nominations, and | ||
| 2025 Compensation for Our Named Executive Officers | 54 | Other Items of Business for 2027 Annual Meeting | 88 | |
| Other Benefits | 61 | APPENDIX | ||
| Compensation Governance | 62 | Appendix A | A-1 | |
| Compensation Committee Report | 64 | |||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.