Everus Construction (ECG) Proxy Filing summary

Executive summary

• Completed spinoff from MDU Resources on October 31, 2024, becoming an independent, publicly traded company listed on the NYSE under the ticker ECG.

• Reported 2024 consolidated revenues of $2.85 billion, EBITDA of $232.2 million, and net income of $143.4 million.

• Backlog increased to $2.78 billion, reflecting strong demand and growth opportunities.

• Focused on the 4EVER strategy: Employees, Value, Execution, and Relationships.

Voting matters and shareholder proposals

• Election of seven directors to serve until the 2026 annual meeting.

• Advisory vote on the frequency of future say-on-pay votes, with the board recommending annual votes.

• Advisory vote to approve executive compensation.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Stockholder proposals and director nominations for 2026 must be submitted by December 5, 2025.

Board of directors and corporate governance

• Board consists of seven directors, six of whom are independent; 29% gender diversity.

• Annual election of all directors, majority voting standard, and term limits of 15 years.

• Separate board chair and CEO; standing committees are fully independent.

• Active board refreshment and diversity efforts, including engagement of a global search firm.

• Proxy access allows groups holding 3%+ of shares for 3 years to nominate directors.