Everus Construction (ECG) Proxy filing summary

Executive summary

• Achieved record 2025 results as a stand-alone public company: revenues up 32% to $3.75B, net income up 41% to $201.8M, and EBITDA up 38% to $319.8M compared to 2024.

• Ended 2025 with a record backlog of $3.23B, serving 4,000 customers across 44,000 projects nationwide.

• Operates through two segments: Electrical & Mechanical (E&M) and Transmission & Distribution (T&D), with 15 operating companies under 19 brands.

• Recognized for industry leadership, safety, and inclusion in Forbes' 2026 Most Successful Small-Cap Companies list.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of eight directors, (2) advisory approval of executive compensation, and (3) ratification of KPMG LLP as independent auditor for 2026.

• Board recommends voting FOR all director nominees, executive compensation, and auditor ratification.

• Proxy access allows stockholders meeting ownership and holding period requirements to nominate directors.

Board of directors and corporate governance

• Board consists of eight nominees, 88% independent, 38% women, average tenure of 4 years.

• Annual election of all directors, majority voting standard, 15-year term limit, mandatory retirement at 75 for non-employee directors.

• Separate Chair and CEO roles; Chair must be independent.

• Standing committees (audit, compensation, nominating/governance) are fully independent.

• Board refreshment supported by annual evaluations and use of a global search firm for director recruitment.

• No related party transactions by directors or executive officers in 2025.