DEF 14A of Everus Construction Group, Inc., Apr 4, 2025

DEF 14A of Everus Construction Group, Inc.

Filed Apr 4, 2025 · FY20240002015845-25-000030

Open on EDGAR

  1. About Everus

    About Everus On November 1, 2024, we completed the Separation from our former parent company, MDU Resources, to be a standalone publicly traded company on the New York Stock Exchange (NYSE), under the ticker symbol “ECG”. Everus is a member of the S&P SmallCap 600® index. We are a leading construction solutions provider headquartered in Bismarck, North Dakota, offering specialty contracting services to a diverse set of end markets across the United States safely Building America’s Future™. We operate throughout most of the United States through two operating segments, which represent our two reportable segments: electrical & mechanical (E&M) and transmission & distribution (T&D). We deliver services through our 15 wholly-owned operating companies, which go to market under 20 local brands allowing us to differentiate the services we provide and geographical markets we serve. Our historical business was established in 1997 and we have expanded our capabilities significantly since then through targeted entry into new geographies and more than 25 acquisitions. Our size and scale continue to be reflected in our national rankings. We were ranked 9th on Engineering News-Record magazine’s 2024 Top 600 Specialty Contractors list and ranked 5th on Electrical Construction & Maintenance magazine’s 2024 Top 50 Electrical Contractors list. Additionally, according to Solar Power World, our operating brand Bombard Renewable Energy is among the top U.S. solar installation providers. During 2024, we served approximately 3,900 customers across more than 43,000 projects throughout the United States.

  2. About Everus

    | | | ↑ | | | Consolidated Revenue | EBITDA Increased to | | Backlog Increased to $2.78 billion | | $2.85 Billion | $232.2 Million | | Net Income Increased to $143.4 Million |

  3. About Everus

    | ▲ | We reported full-year 2024 consolidated revenues of $2.85 billion in 2024, on par with $2.85 billion in 2023. E&M revenues decreased $103.4 million, while T&D revenues increased $102.5 million. | | ▲ | Earnings before interest, taxes, depreciation and amortization (EBITDA) increased to $232.2 million in 2024, compared to $222.6 million in 2023. | | ▲ | Our gross profit increased to $339.5 million in 2024, compared to $321.9 million in 2023. | | ▲ | Backlog increased to $2.78 billion compared to $2.01 billion in 2023. | | ▲ | Net income increased to $143.4 million, or diluted earnings per share (EPS) of $2.81, in 2024, compared to $137.2 million, or diluted EPS of $2.69, in 2023. |

  4. About Everus

    EBITDA is considered a non-GAAP 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 Generally Accepted Accounting Principles in the United States (GAAP) financial measure.

  5. About Everus

    | Corporate Governance Practices |

  6. About Everus

    | Everus is committed to strong corporate governance aligned with stockholder interests. The board of directors (the board), through its nominating and governance committee, regularly monitors leading practices in governance and adopts measures it determines are in the best interests of the company and its stockholders. The following highlights our corporate governance practices and policies. See the sections entitled “Corporate Governance” and “Executive Compensation” for more information on the following: | | | | | ✓ | Annual Election of All Directors | ✓ | Standing Committees Consist Entirely of Independent Directors | | ✓ | Majority Voting for Directors | ✓ | Active Investor Outreach Program | | ✓ | No Shareholder Rights Plan | ✓ | One Class of Stock | | ✓ | Succession Planning and Implementation Process | ✓ | Stock Ownership Requirements for Directors and Executive Officers | | ✓ | Separate Board Chair and CEO | ✓ | Anti-Hedging and Anti-Pledging Policies for Directors and Executive Officers | | ✓ | Executive Sessions of Independent Directors at Every Regularly Scheduled Board Meeting | ✓ | No Related Party Transactions by Our Directors or Executive Officers | | ✓ | Annual Board and Committee Self-Evaluations | ✓ | Compensation Recovery/Clawback Policy | | ✓ | Risk Oversight by Full Board and Committees | ✓ | Annual Advisory Approval on Executive Compensation* | | ✓ | Environmental and Social Oversight by Full Board and Committees | ✓ | Mandatory Retirement for Directors at Age 75 | | ✓ | Proxy Access for Stockholders | ✓ | Directors and Officers May Not Serve on More Than Three Public Company Boards Including the Company’s Board | | ✓ | All Director Nominees are Independent Other Than Our CEO | ✓ | Diverse Board in Terms of Gender, Experience and Skills | | ✓ | Term Limit of 15 Years for Directors | | |

  7. About Everus

    * Assuming the proposal regarding the advisory vote to approve the frequency of future advisory votes to approve the compensation paid to our named executive officers is approved at the annual meeting.

  8. Director Nominees

    Director Nominees The board recommends a vote FOR the election of each of the following seven director nominees. See the section entitled “Board of Directors” for further information. The nominees’ ages are current as of December 31, 2024. Additional information about each director’s background and experience can be found beginning on page 12.

  9. Director Nominees

    | Name | Age | Director Since | Primary Occupation | Independent | Board Committees | | Michael S. Della Rocca | 69 | 2024 | Former partner of McKinsey & Co. and former Americas chief executive officer of AECOM | ✓ | • Compensation | | | | | | | • Nominating and Governance | | Dale S. Rosenthal | 68 | 2021 | Former senior executive, including strategic director, division president of Clark Financial Group, and chief financial officer of Clark Construction Group | ✓ | Chair of the board | | | | | | | • Compensation | | | | | | | • Nominating and Governance | | Edward A. Ryan | 71 | 2018 | Former executive vice president and general counsel of Marriott International | ✓ | • Audit | | | | | | | • Nominating and Governance (Chair) | | David M. Sparby | 70 | 2018 | Former senior vice president and group president, revenue, of Xcel Energy and president and chief executive officer of its subsidiary, NSP-Minnesota | ✓ | • Audit (Chair) | | | | | | | • Compensation | | Jeffrey S. Thiede | 62 | 2024 | President and chief executive officer of Everus Construction Group, Inc. | | Executive officer | | Clark A. Wood | 62 | 2024 | Former market president for U.S. Bank (Las Vegas) | ✓ | • Audit | | | | | | | • Nominating and Governance | | Betty R. Wynn | 66 | 2024 | Former senior vice president and chief financial officer of MYR Group | ✓ | • Audit | | | | | | | • Compensation (Chair) |

  10. Director Nominees Snapshot

    Director Nominees Snapshot On October 31, 2024, we successfully completed the tax-free spinoff from MDU Resources. To help ensure a successful Separation, several members of the MDU Resources board of directors transitioned to our board, including Ms. Rosenthal and Messrs. Della Rocca, Ryan and Sparby. In connection with the Separation, Ms. Rosenthal was appointed as the chair of the board. The board brings a dynamic blend of seasoned professionals and new members, each contributing unique insights. The board’s perspectives align with our goal of enhancing value for stockholders as a new independent, publicly traded construction services company.

  11. Director Nominees Snapshot

    | | | | | | | | Independence | | Average Tenure | | Gender Diversity | | | 86% | | 3 Years | | 29% | | | The board has determined that all director nominees, other than Mr. Thiede, meet the independence standards specified by the SEC and NYSE. | | The average tenure of the directors nominated for election includes time of service on the MDU Resources board of directors prior to the Separation. | | Two out of seven director nominees are women. | |

  12. Director Nominees Snapshot

    | Compensation Highlights |

  13. Director Nominees Snapshot

    Prior to the Separation, the MDU Resources compensation committee, MDU Resources board (as defined below) and MDU Resources management determined the compensation of our named executive officers, as applicable, and, in 2024, continued their focus on compensation decisions that were designed to ensure the interests of our named executive officers were aligned with those of MDU Resources’ stockholders and the performance of MDU Resources. Following the Separation, the compensation committee continued that strong focus on the alignment of the interests of our named executive officers and the interests of our stockholders. As a result, named executive officer compensation for 2024, which was determined by the MDU Resources compensation committee, MDU Resources board, MDU Resources management, the compensation committee, and the board, as applicable, included a market competitive base salary with an annual cash incentive based on the achievement of certain performance goals and a long-term equity incentive to further align the interests of our named executive officers with those of stockholders. Our executive compensation program, after the Separation and going forward, will be based on providing compensation opportunities to attract and retain top talent focused on achievement of short and long-term business results.

  14. Director Nominees Snapshot

    | ▲ | Over 70% of our chief executive officer’s target compensation and approximately 53% on average of our other named executive officers’ target compensation was at-risk. For 2024, our chief financial officer did not receive a long-term equity incentive grant due to joining the company in August 2024. Thus, his target long-term equity incentive was 0%, which lowered the on average percentage of at-risk target compensation for the other named executive officers. Excluding our chief financial officer, approximately 55% on average of our other named executive officers’ target compensation was at-risk. However, for 2025, it is expected that approximately 70% of our chief financial officer’s target compensation will be at-risk. | | ▲ | 100% of our named executive officers’ annual cash incentive was performance-based and tied to rigorous, pre-established, specific, measurable goals. For 2024, due to the Separation and a period of significant change for both MDU Resources and Everus, the MDU Resources compensation committee, with approval by the MDU Resources board, determined that time-vesting restricted stock units should represent 100% of our named executive officers’ long-term equity incentive and requires each executive to remain employed with the company through the vesting period. For 2025, 100% of our named executive officers’ annual cash incentive target and 60% of their long-term equity incentive target are performance-based and tied to rigorous, pre-established, specific, measurable goals. Refer to the “2025 Target Total Compensation Preview” subsection within the Compensation Discussion and Analysis section of this Proxy Statement for more information concerning our named executive officers’ 2025 compensation structure. | | ▲ | The 2024 annual cash incentive award program for certain named executive officers included an environmental, social and governance (ESG) performance modifier based upon MDU Resources’ and Everus’ achievement of certain measures related to ESG initiatives, which is not included in the target pay mix charts below. |

  15. ITEM 1. ELECTION OF DIRECTORS

    ITEM 1. ELECTION OF DIRECTORS The board currently consists of seven directors. All of the nominees are current directors of Everus. All of the nominees are standing for election to the board at the annual meeting to hold office until the 2026 annual meeting and until their successors are duly elected and qualified. The number of directors may be fixed by resolution adopted from time to time by the board. Any vacancies or newly created directorships may be filled only by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director. Each director shall hold office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal from office or other cause. The board has affirmatively determined all the director nominees, other than Jeffrey S. Thiede, our president and chief executive officer, are independent in accordance with SEC and NYSE rules, our corporate governance guidelines, and our amended and restated bylaws (bylaws). There are no arrangements or understandings between any director or executive officer and any other person pursuant to which he or she is or was to be selected as a director or officer of our company. There are no family relationships among our executive officers and directors. Our bylaws provide for a majority voting standard for the election of directors. See “Additional Information - Majority Voting” below for further detail. Each of the director nominees has consented to be named in this Proxy Statement and to serve as a director, if elected. We do not know of any reason why any nominee would be unable or unwilling to serve as a director, if elected. If a nominee becomes unable to serve or will not serve, proxies may be voted for the election of such other person nominated by the board as a substitute or the board may choose to reduce the number of directors. Cumulative voting in the election of directors is not permitted. Information about each director nominee’s share ownership is presented under “Security Ownership.” The shares represented by the proxies received will be voted for the election of each of the seven nominees named below unless you indicate in the proxy that your vote should be cast against any or all the director nominees or that you abstain from voting. Each nominee elected as a director will continue in office until their successor has been duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal from office or other cause. The seven nominees for election to the board at the annual meeting, all proposed by the board upon recommendation of the nominating and governance committee, are listed below with brief biographies. The nominees’ ages are current as of December 31, 2024.

  16. ITEM 1. ELECTION OF DIRECTORS

    | The board of directors recommends that the stockholders vote “FOR” the election of each nominee. |

  17. ITEM 1. ELECTION OF DIRECTORS

    Brokers may not vote your shares on the election of directors if you have not given your broker specific instructions on how to vote. Please be sure to give specific voting instructions to your broker so your vote can be counted.

  18. Director Nominees

    Director Nominees

  19. Director Nominees

    | | | | | | | | Career Highlights | | | | | Mr. Della Rocca has over 40 years of experience in the engineering and construction industry including 35 years as a C-level executive. Mr. Della Rocca served as partner of McKinsey & Co., a multinational strategy and management consulting firm, from 2014 to November 2020. Mr. Della Rocca led McKinsey & Co.’s global service line for major capital projects including advising investors. As partner, he served private equity and institutional investors, asset owners, and delivery companies through strategy formulation, leadership development, growth programs, mergers and acquisitions, and operational transformations. Mr. Della Rocca is the former Americas chief executive of AECOM, a multinational infrastructure consulting firm from 2011 to 2014. In his leadership role, Mr. Della Rocca was responsible for overseeing and driving the company’s operations, strategy and growth as well as navigating diverse markets, and ensuring the company achieved its business goals. | | | | Michael S. Della Rocca | | | | | Former partner of McKinsey & Co. and former Americas chief executive officer of AECOM Age 69 Independent Director Since: 2024 | | | | | | Impact on Board | | | | | ▲ | Extensive experience in the engineering and construction industry at public and private companies. | | | | ▲ | Expertise in board counseling strategy, operational improvement, due diligence, acquisitions, and finance. | | | Committee Membership | ▲ | Broad risk and audit expertise from prior roles on board committees as well as board review and compensation. | | | | ▲ | Board experience as an independent non-executive director at public, private, non-profit and academic institutions. | | | Compensation Committee Nominating and Governance Committee | | | | | | Select Professional and Community Contributions | | | | | ▲ | Former director of MDU Resources, a publicly traded energy delivery business, from August 2024 until the Separation on October 31, 2024, and former audit committee and environmental and sustainability committee member. | | | | ▲ | Independent director of Tower Engineering Professionals, a telecommunication engineering and construction services organization, since 2023. | | | | ▲ | Independent director of Gannett Fleming, a private global infrastructure and engineering firm providing professional services, since 2023. | | | | ▲ | Independent director of RMA Group of Companies, a leading provider of technology-enabled laboratory testing, inspection, and quality management services for critical public and private infrastructure assets, since 2021. | | | | ▲ | Independent director of Trinity Consultants, Inc., an environmental consulting firm specializing in environmental, health, and safety, since 2022. | | | | ▲ | Chairman of the advisory board of Kiely Family of Companies, a diversified privately held construction, engineering, maintenance, development, and services enterprise serving utility, communications, and private clients, since 2021. |

  20. Director Nominees

    | | | | | | | | Career Highlights | | | | | Dale S. Rosenthal has over 22 years of experience in the construction industry, serving in senior executive positions as strategic director, division president, and chief financial officer. Ms. Rosenthal served as the former strategic director of Clark Construction Group, LLC, a vertically integrated construction company then headquartered in Bethesda, Maryland, from January 2017 to December 2017, division president of Clark Financial Services Group, leveraging Clark’s core turnkey construction expertise into alternative energy development, from April 2008 to December 2016. Ms. Rosenthal also served as chief financial officer and senior vice president of Clark Construction Group, LLC from April 2000 to April 2008, and established a Clark subsidiary, Global Technologies Group, which developed and built data centers for early internet service providers. Ms. Rosenthal joined Clark Construction in 1996. Ms. Rosenthal also led financing teams for several tax-credit financed housing developers and was instrumental in identifying new sources of funding and innovative tax structures for complex transactions. | | | | Dale S. Rosenthal | | | | | Former senior executive, including strategic director, division president of Clark Financial Services Group, and chief financial officer of Clark Construction Group Age 68 Independent Director Since: 2021 | | | | | | Impact on Board | | | | | ▲ | Expertise in construction, alternative energy, real estate and infrastructure development, risk management and corporate strategy. | | | | ▲ | Extensive leadership of an integrated company in the construction industry. | | | | ▲ | Extensive knowledge of environmental and sustainability matters with a focus on ensuring accountability and balancing environmental and social impacts with financial performance. | | | Committee Membership | | | | | | ▲ | Provides strategic vision and governance leadership while leveraging industry expertise and relationships to ensure the company thrives in a complex and competitive environment. | | | Chair of the Board Nominating and Governance Committee Compensation Committee | | | | | | Select Professional and Community Contributions | | | | | ▲ | Former director of MDU Resources, a publicly traded energy delivery business, from May 2021 until the Separation on October 31, 2024, and served as the environment and sustainability committee chair, former member of the nominating and governance committee and audit committee. | | | | ▲ | Director of Washington Gas Light Company, formerly publicly traded and now a subsidiary of AltaGas Ltd., since October 2014, and chair of the audit committee from 2018 to 2022. Washington Gas is a regulated public utility company that sells and delivers natural gas in the District of Columbia and surrounding metropolitan areas. | | | | ▲ | Member of the Board of Trustees of Cornell University since June 2017, serving on the finance and building and properties committees. | | | | ▲ | Director of Transurban Chesapeake LLC, a company that develops and operates toll roads in the Mid-Atlantic region, since August 2021, and chair of the audit committee since 2022. | | | | ▲ | Former board advisor of Langan Engineering & Environmental Services, a provider of an integrated mix of engineering and environmental consulting services in support of land development projects, corporate real estate portfolios, and data center development, from March 2020 to December 2023. |

  21. Director Nominees

    | | | | | | | | Career Highlights | | | | | Edward A. Ryan is a former executive vice president and general counsel for a large public company with international operations. Mr. Ryan served as advisor to the chief executive officer and president of Marriott International from December 2017 to December 2018. Prior to that, Mr. Ryan held several positions with Marriott International including executive vice president and general counsel of Marriott International from December 2006 to December 2017, and senior vice president and associate general counsel. Mr. Ryan assumed responsibility for corporate transactions and corporate governance in 2005. Mr. Ryan began his career with Marriott International as assistant general counsel. Prior to joining Marriott International, Mr. Ryan was in the private practice of law, specializing in real estate transactions, as a partner in the law firm of Hogan & Hartson LLC (now Hogan Lovells). | | | | Edward A. Ryan | | | | | Former executive vice president and general counsel of Marriott International Age 71 Independent Director Since: 2018 | | | | | | Impact on Board | | | | | ▲ | Expertise in corporate governance, acquisitions, risk management, legal, compliance, and labor relations. | | | | ▲ | Senior leadership, transactional, and public company experience. | | | | ▲ | Extensive experience in board composition and succession planning, director recruitment and selection from his previous role as chair of the nominating and governance committee of a publicly traded company. | | | Committee Membership | ▲ | Broad knowledge of international operations with a publicly traded company. | | | | Select Professional and Community Contributions | | | | Audit Committee Nominating and Governance Committee - Chair | | | | | | ▲ | Former director of MDU Resources, a publicly traded energy delivery business, from November 2018 until the Separation on October 31, 2024, and served as the nominating and governance committee chair and former member of the audit committee. | | | | ▲ | Director of the C&O Canal Trust, the non-profit partner of the Chesapeake & Ohio Canal National Historical Park, since 2022 and chair of the nominating and governance and canal quarters committees since 2023. The C&O Canal Trust works in conjunction with the National Park Service and local communities for park preservation highlighting the park’s historical, natural and cultural heritage, along with managing and developing a series of lockhouse accommodations along the entire quarters. | | | | ▲ | Former director of Goodwill of Greater Washington, D.C., a non-profit organization whose mission is to transform lives and communities through education and employment, from 2015 to 2023, including a term as chair from January 2020 through December 2021, vice chair from January 2019 through December 2019, and chair of the finance committee from January 2018 through December 2019. | | | | ▲ | Board advisor of Workbox Company, a startup company that provides collaborative coworking space and accelerator services, since January 2020. |

  22. Director Nominees

    | | | | | | | | Career Highlights | | | | | David M. Sparby has over 32 years of public utility management and leadership experience with a large public utility company, including positions as senior vice president and as chief financial officer, senior vice president and group president, revenue, of Xcel Energy, Inc. and president and chief executive officer of its subsidiary, NSP-Minnesota, from May 2013 until his retirement in December 2014. Prior to that, Mr. Sparby served as senior vice president and group president from September 2011 to August 2013, chief financial officer, and chief executive officer of NSP-Minnesota, from March 2009 to September 2011. He joined Xcel Energy, or its predecessor Northern States Power Company, as an attorney and held positions of increasing responsibility. | | | | David M. Sparby | | | | | Former senior vice president and group president, revenue, of Xcel Energy and president and chief executive officer of its subsidiary, NSP-Minnesota Age 70 Independent Director Since: 2018 | Impact on Board | | | | | ▲ | Broad understanding of electric and gas distribution, renewable energy, and public utilities. | | | | ▲ | Extensive senior leadership experience with a publicly traded company. | | | | ▲ | Broad financial and audit expertise from prior roles at MDU Resources including service as chair of the audit committee. | | | | ▲ | Extensive knowledge of corporate governance, risk management, compliance, strategic planning and human capital management. | | | | Select Professional and Community Contributions | | | | Committee Membership | | | | | | ▲ | Former director of MDU Resources, a publicly traded energy delivery business, from August 2018 until the Separation on October 31, 2024, and served as audit committee chair and a former member of the environmental and sustainability committee. | | | Audit Committee - Chair Compensation Committee | | | | | | ▲ | Former board of trustees of Mitchell Hamline School of Law, overseeing the governance and strategic direction of the institution, from July 2011 to July 2020. | | | | ▲ | Former board of trustees of the College of St. Scholastica, comprised of alumni, professionals, and community leaders who bring diverse perspectives and expertise to oversight of the institution, from 2012 to 2023, including service as chair from 2020 to 2023. |

  23. Director Nominees

    | | | | | | | | Career Highlights | | | | | Jeffrey S. Thiede has served as president and chief executive officer and a director of the company since November 1, 2024. Mr. Thiede became president of the company effective February 28, 2024. Mr. Thiede served as president and chief executive officer of Everus Construction, Inc., formerly known as MDU Construction Services Group, Inc., since April 30, 2013, and served as president from 2012 to April 2013. Mr. Thiede has more than 20 years of experience at Everus Construction, in several executive and management positions, including president of Capital Electric Construction Company, Inc. from 2006 to 2011 and president of OEG, Inc., formerly known as Oregon Electric Group, Inc., from 2004 to 2011, both subsidiaries of Everus Construction. | | | | Jeffrey S. Thiede | | | | | President and chief executive officer of Everus Construction Group Age 62 Director and President and Chief Executive Officer Since: 2024 | Impact on Board | | | | | ▲ | Knowledge to contribute key insights into strategic, management and operational matters. | | | | ▲ | Strong focus on workplace safety, regulatory compliance and fostering a culture of safety-first across the organization. | | | | ▲ | Extensive experience in executive leadership, human capital management, risk management and succession planning. | | | | ▲ | Extensive strategy, financial, and mergers and acquisitions experience. | | | | Select Professional and Community Contributions | | | | | ▲ | Officer and director of various operating companies of Everus since 2006. | | | | ▲ | Executive team leader of OSHA Electrical Transmission and Distribution Partnership, a collaborative effort aimed at improving safety in the high-voltage electric line construction, transmission, and distribution industry since 2015. | | | | ▲ | Former director of Oregon State University Construction Education Foundation, a foundation serves as the philanthropic arm of the school, providing financial support for students, staff, faculty, and various programs, from 2011 to 2020. | | | | ▲ | Former member of Dean’s Leadership Council of Oregon State University College of Engineering, an organization of alumni and industry leaders who provide strategic guidance and support to the college, from 2018 to 2020. |

  24. Director Nominees

    | | | | | | | | Career Highlights | | | | | Clark A. Wood served as the market president for U.S. Bank in Las Vegas, Nevada from 2014 to 2024. Mr. Wood provided oversight to both the Las Vegas commercial banking teams in Nevada and Arizona. Mr. Wood also led the bank’s national gaming practice. Mr. Wood led the local advisory board and served as the head of the cross-functional Las Vegas market leadership committee. Mr. Wood has served on the board of Las Vegas Global Economic Alliance since 2015 and was named chair in 2023. Prior to that, he served as the managing director for Wells Fargo’s gaming business. He has over 36 years of experience in the gaming and financial sectors. | | | | Clark A. Wood | | | | | | Impact on Board | | | | Former market president for U.S. Bank (Las Vegas) Age 62 Independent Director Since: 2024 | | | | | | ▲ | Extensive experience in the financial sector and executive management oversight of company financial investments, capital structure, and financial strategy. | | | | ▲ | Deep understanding of risk assessment, mitigation and compliance in financial operations including managing market, credit, operational and liquidity risks. | | | | ▲ | Experience in creating and evaluating long-term financial strategies, mergers, acquisitions, and investments. | | | Committee Membership | ▲ | Familiarity with complex financial regulations and compliance requirements, ensuring the organization adheres to legal and ethical standards. | | | | Select Professional and Community Contributions | | | | Audit Committee Nominating and Governance Committee | | | | | | ▲ | Former board member and served on the audit committee of United Way of Southern Nevada, a non-profit organization committed to improving the community through collaboration with nonprofits, businesses, donors, and volunteers from June 2015 to June 2022. | | | | ▲ | Former member of the Nevada Society of CPAs, the UNLV Accounting Advisory Council and the UNLV College of Education Advisory Board. | | | | ▲ | Former board chair of Big Brothers Big Sisters of Southern Nevada, a non-profit organization dedicated to helping at-risk youth. |

  25. Director Nominees

    | | | | | | | | Career Highlights | | | | | Betty R. Wynn served as senior vice president and chief financial officer of MYR Group, Inc., a corporation that offers electrical construction services for transmission and distribution lines, substations, commercial and industrial buildings, and renewable energy, from 2015 until her retirement in 2023. Prior to Ms. Wynn’s role as senior vice president and chief financial officer, Ms. Wynn served on MYR Group, Inc.’s board of directors and as a member of the audit committee from 2007 to 2015. Prior to that, Ms. Wynn served as chief financial officer and treasurer of Faith Technologies, Inc., an energy expert and national leader in electrical planning, engineering, design and installation from February 2015 to October 2015. Ms. Wynn has served as director of Atkore, Inc., an electrical, safety, and infrastructure solutions company, since 2018 and is currently chair of the audit committee and member of the nominating and governance committee. Ms. Wynn has over 25 years of experience with electrical construction companies. | | | | Betty R. Wynn | | | | | Former senior vice president and chief financial officer of MYR Group Age 66 Independent Director Since: 2024 | | | | | | Impact on Board | | | | | ▲ | Extensive accounting and financial management, mergers and acquisitions, strategic planning, investment relations, and cybersecurity experience. | | | | ▲ | Extensive experience in the electrical construction services industry specializing in transmission, distribution, substation, commercial and industrial construction. | | | Committee Membership | ▲ | Board experience as director of publicly traded companies to provide insight risk management, compensation, finance and governance practices. | | | | ▲ | Experience with shareholder engagement including fostering transparent communication and aligning interests of the company with its shareholders. | | | Audit Committee Compensation Committee - Chair | | | | | | Select Professional and Community Contributions | | | | | ▲ | Current director of Atkore, Inc., a publicly traded global manufacturer of electrical, safety, and infrastructure solutions, since 2018 and current chair of the audit committee and member of the nominating and governance committee. | | | | ▲ | Former director of MYR Group, Inc., a publicly traded company that offers electrical construction services for transmission and distribution lines, substations, commercial and industrial buildings, and renewable energy, before joining the company’s executive leadership team in October 2015. | | | | ▲ | Former chief financial officer of Sloan Valve Company, a privately held company specializing in water-efficient products for commercial and residential buildings from 2009 to 2014. |

  26. Director Compensation for 2024

    Director Compensation for 2024 Everus’ non-employee directors are compensated for their service according to the director compensation policy. Jeffrey S. Thiede, our president and chief executive officer, serves as a director. He received no additional compensation for his service on the board during 2024. Director compensation is reviewed annually by the compensation committee. The compensation committee’s independent compensation consultant, Meridian, provided an analysis for the company’s director compensation for 2024 following the Separation based on research of market trends in director compensation as well as a review of director compensation practices in the company’s compensation benchmarking peer group. Meridian’s report on director compensation provided ranges for average annual cash and equity compensation for the company’s peer group. After reviewing Meridian’s report, the compensation committee and board approved the following compensation for our non-employee directors:

  27. Director Compensation for 2024

    | | 2024 ($) | | Base Cash Retainer | 110,000 | | Additional Cash Retainers: | | | Non-Executive Chair | 100,000 | | Audit Committee Chair | 20,000 | | Compensation Committee Chair | 15,000 | | Nominating and Governance Committee Chair | 15,000 | | Annual Stock Grant1 - Non-Executive Chair | 175,000 | | Annual Stock Grant2 - Directors (other than Non-Executive Chair) | 150,000 |

  28. Director Compensation for 2024

    1 The annual stock grant is a grant of shares of company common stock equal in value to $175,000. 2 The annual stock grant is a grant of shares of company common stock equal in value to $150,000. Cash retainers are paid monthly. The annual stock grant for non-employee directors is for the director’s service provided during the calendar year. The award is granted as fully vested stock in November each year following the regularly scheduled Everus board meeting. Directors serving less than a full year receive a prorated cash retainer and annual stock grant based on the number of months served in the applicable calendar year. For 2024, Ms. Rosenthal and Messrs. Della Rocca, Ryan and Sparby received annual stock grants that included their time served on the MDU Resources board of directors prior to the Separation. There are no meeting fees paid to the directors.

  29. COMPENSATION FOR NON-EMPLOYEE DIRECTORS

    | Name | Fees Earned or Paid in Cash ($)1 | Stock Awards ($)2 | Total ($) | | Michael S. Della Rocca3 | 18,333 | 62,500 | 80,833 | | Dale S. Rosenthal4 | 35,000 | 154,167 | 189,167 | | Edward A. Ryan3 | 20,833 | 150,000 | 170,833 | | David M. Sparby3 | 21,667 | 150,000 | 171,667 | | Clark A. Wood | 18,333 | 25,000 | 43,333 | | Betty R. Wynn | 20,833 | 25,000 | 45,833 |

  30. Overview

    Overview Prior to the Separation on October 31, 2024 (the Separation Date), we were a wholly owned subsidiary of MDU Resources. We operated as Everus Construction, Inc. (Everus Construction), the construction services segment of MDU Resources. Through October 2024, our named executive officers served in various roles for MDU Resources and its subsidiaries, including us, and executive compensation decisions were determined by the compensation committee (the MDU Resources compensation committee) of the board of directors of MDU Resources (the MDU Resources board) or MDU Resources management, as applicable. Financial and general information presented for periods prior to the Separation reflects the historical compensation philosophy, strategy and program designed by MDU Resources and approved by the MDU Resources compensation committee, as well as the consideration of such factors as the MDU Resources compensation committee or management of MDU Resources determined were appropriate. Upon the effectiveness of the Separation, the compensation of the CEO, COO, CLO and CAO was adjusted pursuant to the respective offer letters that such individuals entered into with Everus and to account for their new roles as executive officers of Everus. However, the CFO’s compensation remained the same following the Separation since he joined the company in August 2024 and therefore was not an employee of the company prior to the time post-Separation offer letters were extended to the named executive officers. In addition, and in connection with the Separation, any outstanding MDU Resources equity awards held by the named executive officers were converted into Everus equity awards, as described below. Following the Separation, our named executive officers will not receive compensation from MDU Resources or participate in MDU Resources compensation programs except for certain MDU Resources benefit plans, including the original MDU Resources deferred compensation plan and the MDU Resources pension plan. However, any amounts payable in the future under these plans will be paid by MDU Resources. For further details regarding MDU Resources benefit plans, refer to the section titled “Other Benefits” within this Compensation Discussion and Analysis. All decisions with respect to the compensation of our named executive officers following the Separation have been, and will be made, by our compensation committee or our board, as applicable. While this section of our Proxy Statement describes the 2024 compensation program, we have also previewed executive compensation design changes that have been approved for 2025, which will be our first full compensation cycle as an independent publicly traded company. The changes will help promote and signify our pay-for-performance philosophy and are aligned with the interests of our company and our stockholders.

  31. Timeline of 2024 Executive Compensation

    Timeline of 2024 Executive Compensation Due to the Separation on October 31, 2024, named executive officer compensation changed during 2024. Between January 1, 2024 and October 31, 2024: Named executive officer compensation was determined by the MDU Resources compensation committee, MDU Resources board and MDU Resources management, as applicable, including the 2024 MDU Resources equity awards which were approved by the MDU Resources compensation committee and MDU Resources board. November 1, 2024: •Offer letters: named executive officer compensation for the CEO, COO, CLO and CAO was set pursuant to the offer letters entered into in connection with the Separation and provided for, among other things, applicable changes in title, base salary and annual cash incentive target compensation. However, the CFO’s compensation remained the same following the Separation since he joined the company in August 2024 and therefore was not an employee of the company prior to the time post-Separation offer letters were extended to the named executive officers. The offer letters also provided changes in long-term equity-based incentive awards that would be granted in 2025. •Treatment of outstanding restricted stock units: upon the effectiveness of the Separation, each award of MDU Resources restricted stock units held by a named executive officer was converted into an award of restricted stock units with respect to Everus common stock and the number of shares subject to each such award was adjusted in a manner intended to preserve the aggregate intrinsic value of the original MDU Resources award as measured immediately before and immediately after the Separation, subject to rounding. See the “2024 Long-Term Incentives” section within this Compensation Discussion and Analysis for further details on the conversion of the named executive officers’ equity awards. Between November 1, 2024 and December 31, 2024: Following the Separation, the compensation committee approved and ratified the executive compensation of the named executive officers. As a result, no changes were made to the 2024 named executive officer compensation determined by the MDU Resources compensation committee and MDU Resources board.

  32. Pay for Performance

    Pay for Performance To ensure the interests of our named executive officers are aligned with those of our stockholders and the performance of our company, the majority of our named executive officers’ compensation is dependent on the achievement of company performance targets and long-term incentives. For 2024, the MDU Resources compensation committee, with approval by the MDU Resources board, continued with certain temporary modifications to its executive compensation program, including the exclusive use of time-vesting restricted stock units to promote retention of executives and due to the challenge of setting three-year financial performance goals during a period of transformational change, which, in addition to the Separation in 2024, included the separation of Knife River Corporation (Knife River), MDU Resources’ former construction materials and contracting subsidiary, in 2023. As a result, the MDU Resources compensation committee, the MDU Resources board and MDU Resources management focused their 2024 compensation decisions on ensuring the interests of MDU Resources’ named executive officers and our named executive officers were aligned with those of stockholders and the performance of each respective company. Executive compensation combined a reliable base salary with an annual cash incentive based on the achievement of each respective company’s performance and a long-term equity-based incentive to further align the respective named executive officer’s interests with those of stockholders. Following the Separation, the compensation committee has implemented its own compensation philosophies, practices, strategies and program with respect to executive compensation. Total 2024 target pay mix for our named executive officers consisted of pre-Separation compensation from January 2024 through October 2024 combined with post-Separation compensation from November 2024 through December 2024 pursuant to their respective offer letters. Over 70% of our chief executive officer’s target compensation and approximately 53% on average of our other named executive officers’ target compensation was at-risk. For 2024, our chief financial officer did not receive a long-term equity incentive grant due to joining the company in August 2024. Thus, his target long-term equity incentive was 0%, which lowered the on average percentage of at-risk target compensation for the other named executive officers. Excluding our chief financial officer, the average target pay mix chart for our other named executive officers would be as follows: base salary - 44.6%, annual cash incentive - 24.0% and long-term equity incentive - 31.4%, equating to approximately 55% on average of our other named executive officers’ target compensation being at-risk. However, for 2025, it is expected that a significant portion of our chief financial officer’s target compensation will be at-risk. For a preview of our 2025 compensation program and the associated target pay mix, see “2025 Target Total Compensation Preview” within this Compensation Discussion and Analysis section. The compensation committee has implemented a more traditional incentive compensation program in 2025 that has a mix of performance share awards and time-vesting restricted stock units for long-term equity award opportunities.

  33. Annual Base Salary

    Annual Base Salary We provide our named executive officers with base salary at a sufficient level to attract and retain executives with the knowledge, skills, and abilities necessary to successfully execute their job responsibilities. Consistent with our compensation philosophy of linking pay to performance, our named executive officers receive a relatively smaller percentage of their overall target compensation in the form of base salary. In establishing base salaries, the compensation committee considers each named executive officer’s individual performance, the scope and complexities of their responsibilities, internal equity, and whether the base salary is competitive as measured against the base salaries of similarly situated executives in our compensation peer group and market compensation data. Prior to the Separation, the MDU Resources compensation committee determined the base salaries for the CEO and the CLO, since they both served as executive officers of MDU Resources, as the president and CEO of Everus Construction and the vice president, chief legal officer and secretary of MDU Resources, respectively, and the CFO, which was based on the offer letter entered into in connection with the Separation. The MDU Resources compensation committee received input, analysis and recommendations from its independent compensation consultant and the MDU Resources CEO. However, base salaries for the COO and CAO were approved by the MDU Resources CEO at the recommendation of the Everus Construction CEO due to being officers of Everus Construction prior to the Separation. Upon the Separation, base salaries for CEO, COO, CLO and CAO were adjusted pursuant to the offer letters that such named executive officers entered into with Everus, effective upon the Separation, and to account for their new roles as executive officers of Everus. However, the CFO’s base salary remained the same following the Separation since he joined the company in August 2024 and therefore was not an employee of the company prior to the time post-Separation offer letters were extended to the named executive officers. The MDU Resources compensation committee determined post-Separation base salaries by receiving and considering company and individual performance, market and peer data, responsibilities, experience, tenure in position, internal equity, and input and recommendations from its independent compensation consultant, the MDU Resources CEO and the Everus Construction CEO. Following the Separation, the compensation committee completed an extensive review and approved the base salaries set forth in the offer letters that, in most cases, became effective upon the Separation. After the Separation and going forward, the compensation committee will review the base salaries of our named executive officers on an annual basis to ensure they remain competitive for an independent public company and are in line with our compensation peer group and market compensation data. Refer to the “Compensation Decision Process for 2024” section within this Compensation Discussion and Analysis for further details on the timeline and approval of the respective offer letters.

  34. Annual Cash Incentive Awards

    Annual Cash Incentive Awards We offer annual cash incentive award opportunities for our named executive officers that link pay to performance by rewarding achievement of financial and strategic performance measures, which is designed to ensure that our named executive officers are focused and accountable for our success and profitability. Prior to the Separation, the MDU Resources compensation committee approved a competitive target annual cash incentive award for the CEO, CFO and CLO based on a percentage of the named executive officer’s base salary. The MDU Resources compensation committee received input, analysis and recommendations from its independent compensation consultant and the MDU Resources CEO. However, the MDU Resources CEO approved a target annual cash incentive award for the COO and the CAO at the recommendation of the Everus Construction CEO based on a percentage of the named executive officer’s base salary. Upon the Separation, the target annual cash incentive awards for the CEO, COO, CLO and CAO were adjusted pursuant to the offer letters that such named executive officers entered into with Everus, effective upon the Separation, and to account for their new roles as executive officers of Everus. However, the CFO’s target annual cash incentive award remained the same following the Separation since he joined the company in August 2024 and therefore was not an employee of the company prior to the time post-Separation offer letters were extended to the named executive officers. Post-Separation target annual cash incentive awards were determined by the MDU Resources compensation committee using similar input, analysis and recommendations from its independent compensation consultant, the MDU Resources CEO and the Everus Construction CEO as mentioned above for post-Separation base salary determinations. The total annual cash incentive award opportunities for the CEO and the CLO were tied to achievement of multiple MDU Resources and Everus financial and strategic performance measures, prorated for time served in each position, since the CEO served as an executive officer of MDU Resources until the Separation, and the CLO served as an executive officer of MDU Resources until October 6, 2024 and transferred to Everus on October 7, 2024. In contrast, the total annual cash incentive award opportunities for the CFO, the COO and the CAO were tied solely to a single Everus financial performance measure, since such individuals were solely in positions at Everus Construction or Everus during 2024. After the Separation, the compensation committee completed an extensive review of the annual cash incentive award program and approved the Everus financial performance measures applicable to each named executive officer as well as the threshold, target and maximum award opportunity levels set forth in the offer letters that, in most cases, became effective upon the Separation. The actual annual cash incentive realized was determined by multiplying the target award by the payout percentage associated with the achievement of the named executive officer’s applicable performance measures, subject to proration for time served in each position, as described below. The applicable annual cash incentive award performance measures selected by the MDU Resources compensation committee and MDU Resources board, and subsequently approved by the compensation committee following the Separation for each named executive officer were: •CEO: EBITDA, as adjusted (as defined below) and Everus spinoff (as defined below); •CFO: EBITDA, as adjusted; •COO: EBITDA, as adjusted; •CLO: Combined MDU Resources Business Segment Earnings, as adjusted (as defined below), EBITDA, as adjusted and Everus spinoff; and •CAO: EBITDA, as adjusted. As described in more detail below, the annual cash incentive award performance periods, weightings and payouts were divided and prorated based on the distinct performance periods utilized in 2024, due to the Separation and time served in each position held. These performance measures were approved by the compensation committee following the Separation as the compensation committee determined that the performance measures for the company’s named executive officers previously selected and approved by the MDU Resources compensation committee were still appropriate for 2024 following the Separation. The MDU Resources compensation committee and the compensation committee also each approved an environmental, social and governance (ESG) modifier as part of the 2024 annual cash incentive award program for the CEO and the CLO with the opportunity to add or deduct up to 5% of their target annual cash incentive award based on the achievement of ESG initiatives determined by the MDU Resources compensation committee or the compensation committee, as applicable, in each case, subject to proration for 2024 due to the Separation, as described in more detail below. See the “2024 Annual Cash Incentives” section within this Compensation Discussion and Analysis for further details on our company’s annual cash incentive program.

  35. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards In February 2024, due to the then-pending Separation and the challenge in selecting performance measures that would be measurable over the full vesting period, the MDU Resources compensation committee, with approval by the MDU Resources board, approved MDU Resources grants comprised solely of MDU Resources time-vesting restricted stock units that were eligible to vest into MDU Resources common stock, plus dividend equivalents, on December 31, 2026. In connection with the Separation, the MDU Resources time-vesting restricted stock units were converted into time-vesting restricted stock units with respect to Everus common stock and the number of shares subject to each such award was adjusted in a manner intended to preserve the aggregate intrinsic value of the original MDU Resources award as measured immediately before and immediately after the Separation, subject to rounding. The restricted stock units serve to enhance the alignment between the named executive officers’ interests with those of our stockholders and enhance retention of executive talent. The restricted stock units will vest on December 31, 2026 as long as the named executive officer remains continuously employed with the company. The MDU Resources compensation committee did not award performance shares for the 2024-2026 performance period in February 2024 due, in part to, the then-pending Separation. For 2024, the MDU Resources compensation committee, with approval by the MDU Resources board, continued with certain temporary modifications to its executive compensation program, including the exclusive use of time-vesting restricted stock units to promote retention of executives and due to the challenge of setting three-year financial performance goals during a period of transformational change, which, in addition to the Separation in 2024, included the separation of Knife River in 2023. See the “2024 Long-Term Incentives” section within this Compensation Discussion and Analysis for further details on the company’s long-term incentive program.

  36. Compensation Practices and Policies

    | What We Do | | | ☑ | At-Risk Compensation - In 2024, the annual cash incentive was tied to certain financial and strategic performance measures intended to reward the applicable named executive officer for the accomplishment of these goals. With respect to the long-term equity incentive award, for 2024, due to the Separation, the long-term equity incentive award consisted solely of time-vesting restricted stock units that may be earned based on continued service of the applicable named executive officer at the end of the three-year period. In February 2025, the compensation committee granted a combination of performance share awards and time-vesting restricted stock units and intends to continue such practices going forward, as discussed in “2025 Target Total Compensation Preview.” | | ☑ | Independent Compensation Committee - All members of the compensation committee meet the independence standards under the NYSE listing standards and the SEC rules. | | ☑ | Independent Compensation Consultant - The compensation committee retains an independent compensation consultant to evaluate executive compensation plans and practices. | | ☑ | Competitive Compensation - Executive compensation reflects executive performance, experience, relative value compared to other positions within the company, relationship to competitive market value compensation, corporate and business segment economic environment, and the actual performance of the overall company and the business segments against pre-defined goals. | | ☑ | Annual Cash Incentive - Achievement and payout of annual cash incentive awards are based on overall pre-established annual financial and operational performance measures, including EBITDA, as adjusted for specific situations, and for certain executives, other strategic objectives. | | ☑ | Balanced Mix of Pay Components - The target compensation mix represents a balance of annual cash and long-term equity-based compensation. |

  37. Compensation Practices and Policies

    | What We Do | | | ☑ | Mix of Financial and Strategic Goals - In 2024, for certain named executive officers, use of a mixture of financial and strategic goals to measure performance prevented overemphasis on a single metric. In February 2025, the use of operational goals were added as additional options to measure performance to prevent overemphasis on a single metric, as discussed in “2025 Target Total Compensation Preview.” | | ☑ | Environmental, Social and Governance (ESG) Modifier - The 2024 annual cash incentive for certain named executive officers included an ESG modifier aimed at furthering both MDU Resources’ and Everus’ ESG initiatives. The ESG modifier increased or decreased the annual cash incentive by up to 5% based on the respective company’s progress on ESG initiatives. The ESG performance modifier was discontinued by the compensation committee following the 2024 performance period and will no longer be applicable to any of the named executive officers. | | ☑ | Annual Compensation Risk Analysis - Risks related to our compensation programs are regularly analyzed through an annual compensation risk assessment. | | ☑ | Stock Ownership and Retention Requirements - Executive officers are required to own, within five years of appointment or promotion, company common stock equal to a multiple of their base salary. The CEO is required to own stock equal to five times his or her base salary. The CFO, COO and CLO are required to own stock equal to three times their base salary and the CAO is required to own stock equal to two times his or her base salary. Net shares received from long-term equity incentive awards must also be held until share ownership requirements are met. | | ☑ | Clawback Policy - Our incentive compensation recovery policy provides for the recovery of certain incentive-based compensation in the event of an accounting restatement. The recoverable amount is the amount of incentive-based compensation which exceeded the amount the executive officer would have received if it had been determined based on the restated financial reporting measure. |

  38. Compensation Practices and Policies

    | What We Do Not Do | | | ☒ | Stock Options - The company does not use stock options as a form of incentive compensation. | | ☒ | Perquisites - Executives do not receive perquisites that materially differ from those available to employees in general. | | ☒ | Hedge Stock - Executives are not allowed to hedge company securities. | | ☒ | Pledge Stock - Executives are not allowed to pledge company securities in margin accounts or as collateral for loans. | | ☒ | No Dividends or Dividend Equivalents on Unvested Shares - We do not provide for payment of dividends or dividend equivalents on unvested share awards. |

  39. Compensation Decision Process for 2024

    | Meeting | Compensation Decisions | | August 2023 MDU Resources Compensation Committee Meeting | Receive market analysis report on MDU Resources executive compensation prepared by Meridian Approve 2024 MDU Resources salary grade structure | | November 2023 MDU Resources Compensation Committee Meeting | Approve MDU Resources base salary and target incentive compensation for 2024 | | February 2024 MDU Resources Compensation Committee Meeting | Approve 2024 MDU Resources Executive Incentive Compensation Plan (MDU Resources EICP) performance measures Approve grants of MDU Resources 2024-2026 time-vesting restricted stock units | | May 2024 MDU Resources Compensation Committee Meeting | Approve Everus salary grade structure, target annual cash incentive compensation and target long-term equity incentive compensation for offer letters, subject to the completion of the Separation. | | July 2024 MDU Resources Compensation Committee Meeting | Approve offer letters for Everus executives, subject to the completion of the Separation | | August 2024 MDU Resources Compensation Committee Meeting | Approve updated offer letter for Everus COO, subject to the completion of the Separation. | | October 2024 MDU Resources Compensation Committee Meeting | Approve conversion of outstanding MDU Resources time-vesting restricted stock units to Everus time-vesting restricted stock units, pursuant to the Separation-related agreements. | | November 2024 MDU Resources Compensation Committee Meeting | Approve 2024 annual cash incentive results tied to MDU Resources performance measures prior to Separation for the CLO. | | November 2024 Compensation Committee Meeting | Re-affirm previous approval by MDU Resources compensation committee of post-Separation base salary and annual cash incentive performance measures, targets and payout opportunities. Re-affirm previous approval by MDU Resources compensation committee of 2024 long-term incentive awards. | | February 2025 Compensation Committee Meeting | Approve results and payouts of 2024 annual cash incentives. Approve issuance of common stock for the 2022-2024 time-vesting restricted stock units and payment of dividend equivalents. |

  40. Components of Compensation

    | Component | Purpose | How Determined | How it Links to Performance | | Annual Cash Incentive2 | Provides an opportunity to earn annual cash incentive compensation based on the achievement of financial and operating results important to the success of the company. | The annual cash incentive target is a percentage of base salary for the given executive position established by the compensation committee. Prior to the Separation, 2024 target annual cash incentive awards were approved by the MDU Resources compensation committee for the CEO, CFO and CLO using input, analysis and recommendations from its independent compensation consultant and the MDU Resources CEO. However, the target annual cash incentive awards for the COO and CAO were approved by the MDU Resources CEO at the recommendation of the Everus Construction CEO. Upon the Separation, the target annual incentive awards for the CEO, COO, CLO and CAO were adjusted pursuant to the offer letters that such named executive officers entered into with Everus, effective upon the Separation, and to account for their new roles as executive officers of Everus. However, the CFO’s base salary remained the same following the Separation since he joined the company in August 2024 and therefore was not an employee of the company prior to the time post-Separation offer letters were extended to the named executive officers. Actual payment of the incentive opportunity was determined based on the achievement of performance measures and goals approved by either the MDU Resources compensation committee, the compensation committee or the board depending on the named executive officer, the performance measure and the time period to which such performance measures and goals related. | Annual cash incentive performance measures are tied to the achievement of financial and operational goals, and for certain named executive officers, strategic goals, that are instituted to drive the success of the company. | | Long-Term Equity Incentive3 | Provides an opportunity to earn long-term equity incentive compensation with continued service through the vesting period. | For 2024, 100% of the long-term incentive awards granted by the MDU Resources compensation committee, with approval by the MDU Resources board, were time-vesting restricted stock units. Following the conversion to Everus time-vesting restricted stock units in connection with the Separation, the awards will vest at the end of a three-year period ending on December 31, 2026, as long as the executive remains employed with the company through the vesting date. Following the Separation, the compensation committee decided not to grant any further long-term equity incentive awards due to the timing between the completed Separation in late 2024 and the 2025 annual long-term equity incentive awards to be granted in February 2025. | Fosters continued leadership in the company to achieve company objectives through retention of key executives as well as aligning the named executive officer’s interests with those of stockholders in increasing long-term stockholder value. |

  41. Components of Compensation

    1 Prior to the Separation, the MDU Resources compensation committee determined the base salaries for the CEO and the CLO, since they both served as executive officers of MDU Resources, as the president and CEO of Everus Construction and the vice president, chief legal officer and secretary of MDU Resources, respectively, and the CFO, which was based on the offer letter entered into in connection with the Separation. The MDU Resources compensation committee received input, analysis and recommendations from its independent compensation consultant and the MDU Resources CEO. However, base salaries for the COO and CAO were approved by the MDU Resources CEO at the recommendation of the CEO due to being officers of Everus Construction prior to the Separation. Upon the Separation, base salaries for the CEO, COO, CLO and CAO were adjusted pursuant to the offer letters that such named executive officers entered into with Everus in connection with the Separation and to account for their new roles as executive officers of Everus. However, the CFO’s base salary remained the same following the Separation since he joined the company in August 2024 and therefore was not an employee of the company prior to the time post-Separation offer letters were extended to the named executive officers. The MDU Resources compensation committee determined post-Separation base salaries by receiving and considering company and individual performance, market and peer data, responsibilities, experience, tenure in position, internal equity, and input and recommendations from its independent compensation consultant, the MDU Resources CEO and the Everus Construction CEO. Following the Separation, the compensation committee completed an extensive review and approved the base salaries set forth in the offer letters that, in most cases, became effective upon the Separation. For more information, see “2024 Base Salary.” 2 Prior to the Separation, the MDU Resources compensation committee approved a target annual cash incentive award for the CEO, CFO and CLO based on a percentage of the named executive officer’s base salary. The MDU Resources compensation committee received input, analysis and recommendations from its independent compensation consultant and the MDU Resources CEO. The MDU Resources CEO approved a target annual cash incentive award for the COO and the CAO at the recommendation of the Everus Construction CEO based on a percentage of the named executive officer’s base salary. Upon the Separation, the target annual cash incentive awards for the CEO, COO, CLO and CAO were adjusted pursuant to the offer letters that such named executive officers entered into with Everus and to account for their new roles as executive officers of Everus, while the CFO’s target annual cash incentive award remained the same following the Separation since he joined the company in August 2024 and therefore was not an employee of the company prior to the time post-Separation offer letters were extended to the named executive officers. Post-Separation target annual cash incentive awards were determined by the MDU Resources compensation committee using similar input, analysis and recommendations from its independent compensation consultant, the MDU Resources CEO and the Everus Construction CEO as mentioned above for post-Separation base salary determinations. The total annual cash incentive award opportunities for the CEO and the CLO were tied to achievement of multiple MDU Resources and Everus financial and strategic performance measures, prorated for time served in each position, since the CEO served as an executive officer of MDU Resources until the Separation, and the CLO served as an executive officer of MDU Resources until October 6, 2024 and transferred to Everus on October 7, 2024. In contrast, the total annual cash incentive award opportunities for the CFO, the COO and the CAO were tied solely to a single Everus financial performance measure, since such individuals were solely in positions at Everus Construction or Everus during 2024. After the Separation, the compensation committee completed an extensive review of the annual cash incentive award program and approved the Everus financial performance measures applicable to each named executive officer as well as the threshold, target and maximum award opportunity levels set forth in the offer letters that, in most cases, became effective upon the Separation. For more information, see “2024 Base Salary” and “2024 Annual Cash Incentives.” 3 The MDU Resources compensation committee did not grant performance share awards for the 2024-2026 performance period in February 2024 due, in part, to the then-pending Separation. For 2024, the MDU Resources compensation committee, with approval by the MDU Resources board, continued with certain temporary modifications to its executive compensation program, including the exclusive use of time-vesting restricted stock units to promote retention of executives and due to the challenge of setting three-year financial performance goals during a period of transformational change, which, in addition to the Separation in 2024, included the separation of Knife River in 2023. In February 2025, the compensation committee granted a combination of performance share awards and time-vesting restricted stock units and intends to continue such practices going forward, as discussed in “2025 Target Total Compensation Preview.”

  42. Peer Groups

    Peer Groups Following the Separation, the compensation committee periodically reviews the peer companies used for compensation analysis of executive positions to assess their ongoing relevance and credibility and has the authority to make adjustments when deemed necessary.

  43. Compensation Benchmarking Peer Group

    Compensation Benchmarking Peer Group Prior to the Separation, the MDU Resources compensation committee, with advice from its independent compensation consultant, determined a peer group that it believed aligned with Everus’ business and size to determine the compensation of our named executive officers in effect post-Separation, which the compensation committee subsequently approved as well. The MDU Resources compensation committee’s independent compensation consultant aided in the selection of appropriate peer companies for our compensation benchmarking peer group by evaluating potential peer companies in the construction and engineering, environmental and facility services and other related industries that were similar in size in terms of revenues and market capitalization. The MDU Resources compensation committee’s independent compensation consultant then used this peer group along with other market survey information to evaluate and make recommendations regarding post-Separation executive compensation for our named executive officers. The 2024 compensation benchmarking peer group analysis was completed in March 2024 and included 16 companies in the construction and engineering, environmental and facility services industries with trailing 12 months revenue between $0.8 billion and $7 billion. The 2024 compensation benchmarking peer group was used by the MDU Resources compensation committee for post-Separation executive compensation for our CEO, CFO and CLO and consisted of the following companies:

  44. Compensation Benchmarking Peer Group

    | 2024 Compensation Peer Companies for CEO, CFO and CLO Positions | | | | | APi Group Corporation | Construction Partners, Inc. | IES Holdings, Inc. | Primoris Services Corporation | | Arcosa, Inc. | Dycom Industries, Inc. | KBR, Inc. | Team, Inc. | | Clean Harbors, Inc. | Enviri Corporation | Matrix Service Company | Tetra Tech, Inc. | | Comfort Systems USA, Inc. | Granite Construction Incorporated | MYR Group, Inc. | Valmont Industries, Inc. |

  45. Compensation Benchmarking Peer Group

    MDU Resources compensation committee’s independent compensation consultant also completed a broader 2024 compensation analysis using compensation data for other similarly-sized construction and engineering companies, environmental and facilities services companies and building products companies from Willis Towers Watson’s 2023 General Industry Executive Compensation Survey, which was used by the MDU Resources compensation committee for post-Separation executive compensation for our COO and CAO.

  46. 2024 Pre-Separation Target Total Compensation

    | Name | Annual Base Salary $ | Target Annual Cash Incentive Opportunity $ | Target Long-Term Equity Incentive Opportunity $ | Target Total Compensation $ | Component as a % of Base Salary | | | | | | | | Target Annual Cash Incentive Opportunity | Target Long-Term Equity Incentive Opportunity | | Jeffrey S. Thiede | 575,000 | 431,250 | 977,500 | 1,983,750 | 75% | 170% | | Maximillian J Marcy1 | 438,000 | 350,400 | — | 788,400 | 80% | —% | | Thomas D. Nosbusch2 | 400,000 | 200,000 | 304,000 | 904,000 | 50% | 80% | | Paul R. Sanderson3 | 412,000 | 247,200 | 412,000 | 1,071,200 | 60% | 100% | | Jon B. Hunke | 260,000 | 117,000 | 130,000 | 507,000 | 45% | 50% |

  47. 2024 Pre-Separation Target Total Compensation

    1 Mr. Marcy was not eligible to receive a 2024 long-term incentive award since he joined the company in August 2024 and was not an employee at the time MDU Resources granted long-term equity incentive awards in February 2024. 2 Mr. Nosbusch’s initial 2024 base salary was $380,000, which was approved by the MDU Resources CEO in November 2023 and used to calculate his target long-term equity incentive opportunity of $304,000, which represented 80% of his base salary at the time. On January 15, 2024, the MDU Resources CEO, at the recommendation of the Everus Construction CEO, approved an increase to Mr. Nosbusch’s base salary to $400,000. However, his target annual cash incentive opportunity was not changed as a result of the increase to his base salary of $400,000. 3 Mr. Sanderson served as an executive officer of MDU Resources until October 6, 2024 and transferred to Everus on October 7, 2024. There were no changes to his pre-Separation compensation for the period of time from October 7, 2024 until the Separation Date. Except as described below with respect to Mr. Marcy, each named executive officer’s base salary and annual cash incentive was prorated for the time served in each position through October 31, 2024, the Separation Date.

  48. 2024 Post-Separation Target Total Compensation

    | Name | Annual Base Salary $ | Target Annual Cash Incentive Opportunity $ | Target Long-Term Equity Incentive Opportunity $ | Target Total Compensation $ | Component as a % of Base Salary | | | | | | | | Target Annual Cash Incentive Opportunity | Target Long-Term Equity Incentive Opportunity | | Jeffrey S. Thiede1 | 850,000 | 935,000 | 977,500 | 2,762,500 | 110% | (1) | | Maximillian J Marcy2 | 438,000 | 350,400 | — | 788,400 | 80% | (2) | | Thomas D. Nosbusch3 | 550,000 | 495,000 | 304,000 | 1,349,000 | 90% | (3) | | Paul R. Sanderson4 | 435,000 | 304,500 | 412,000 | 1,151,500 | 70% | (4) | | Jon B. Hunke5 | 325,000 | 130,000 | 130,000 | 585,000 | 40% | (5) |

  49. 2024 Post-Separation Target Total Compensation

    1 Mr. Thiede’s post-Separation base salary and target annual incentive opportunity as a percentage of base salary represented a 47.8% and 46.7% increase, respectively, compared to the pre-Separation base salary and target annual incentive as a percentage of base salary, as set forth in his offer letter. These increases reflect the MDU Resources compensation committee’s decision to more closely align his compensation with the market median for his position in his role following the Separation. However, since the compensation committee decided not to grant additional long-term equity incentive awards following the Separation, the target long-term equity incentive opportunity as a percentage of base salary remained unchanged from the pre-Separation percentage. Refer to the “2024 Pre-Separation Target Total Compensation” section above. 2 Mr. Marcy’s post-Separation base salary, target annual incentive opportunity as a percentage of base salary and target long-term equity incentive opportunity as a percentage were not adjusted in connection with the Separation given the timing of Mr. Marcy’s hire. In addition, since the compensation committee decided not to grant additional long-term equity incentive awards following the Separation, the target long-term equity incentive opportunity as a percentage of base salary remained unchanged from the pre-Separation percentage. Refer to the “2024 Pre-Separation Target Total Compensation” section above. 3 Mr. Nosbusch’s post-Separation base salary and target annual incentive opportunity as a percentage of base salary represented a 37.5% and 80.0% increase, respectively, compared to the pre-Separation base salary and target annual incentive as a percentage of base salary, as set forth in his offer letter. These increases reflect the MDU Resources compensation committee’s decision to more closely align his compensation with the market median for his position in his role following the Separation. However, since the compensation committee decided not to grant additional long-term equity incentive awards following the Separation, the target long-term equity incentive opportunity as a percentage of base salary remained unchanged from the pre-Separation percentage. Refer to the “2024 Pre-Separation Target Total Compensation” section above. 4 Mr. Sanderson’s post-Separation base salary and target annual incentive opportunity as a percentage of base salary represented a 5.6% and 16.7% increase, respectively, compared to the pre-Separation base salary and target annual incentive as a percentage of base salary, as set forth in his offer letter. These increases reflect the MDU Resources compensation committee’s decision to more closely align his compensation with the market median for his position in his role following the Separation. However, since the compensation committee decided not to grant additional long-term equity incentive awards following the Separation, the target long-term equity incentive opportunity as a percentage of base salary remained unchanged from the pre-Separation percentage. Refer to the “2024 Pre-Separation Target Total Compensation” section above. 5 Mr. Hunke’s post-Separation base salary and target annual incentive opportunity as a percentage of base salary represented an increase of 25.0% and a decrease of 11.1%, respectively, compared to the pre-Separation base salary and target annual incentive as a percentage of base salary, as set forth in his offer letter. These adjustment increases reflect the MDU Resources compensation committee’s decision to more closely align his compensation with the market median for his position in his role following the Separation. However, since the compensation committee decided not to grant additional long-term equity incentive awards following the Separation, the target long-term equity incentive opportunity as a percentage of base salary remained unchanged from the pre-Separation percentage. Refer to the “2024 Pre-Separation Target Total Compensation” section above. Except as described below with respect to Mr. Marcy, each named executive officer’s base salary and annual cash incentive was prorated for the time served in each position during 2024. Following the Separation, the compensation committee decided not to grant any further long-term equity incentive awards in addition to the long-term equity incentive awards granted in February 2024 by the MDU Resources compensation committee. The decision was made not to grant additional long-term equity incentive awards due to the timing between the completed Separation in late 2024 and the 2025 annual long-term equity incentive awards to be granted in February 2025.

  50. 2024 Discretionary Bonuses

    2024 Discretionary Bonuses In February 2024, the MDU Resources compensation committee and the MDU Resources board awarded Messrs. Nosbusch and Hunke discretionary bonuses of $34,000 and $22,500, respectively, for their work on the strategic review of Everus.

  51. 2024 Annual Cash Incentives

    2024 Annual Cash Incentives Named executive officers can earn annual cash incentives through the achievement of financial performance or a combination of financial and strategic performance goals. The performance measures selected are designed to ensure that compensation to the named executive officers reflects the success of the company. Prior to the Separation, the MDU Resources compensation committee approved a target annual cash incentive award for the CEO, CFO and CLO based on a percentage of the named executive officer’s base salary. The MDU Resources compensation committee received input, analysis and recommendations from its independent compensation consultant and the MDU Resources CEO. However, the MDU Resources CEO approved a target annual cash incentive award for the COO and the CAO at the recommendation of the Everus Construction CEO based on a percentage of the named executive officer’s base salary. The MDU Resources compensation committee and MDU Resources management set the annual performance measures based on the achievement of financial performance goals, and for certain executives, an additional performance measure based on strategic initiatives. The MDU Resources compensation committee’s and MDU Resources management’s intent was to motivate its business segment executives to focus primarily on the success and performance of their businesses during the year while motivating corporate executives to assist in the success and performance of all lines of business and to successfully complete the transformation of MDU Resources’ businesses based on the company’s strategic initiatives, including the Separation. Upon the Separation, the annual cash incentive targets for the CEO, COO, CLO and CAO were adjusted pursuant to the offer letters that such named executive officers entered into with Everus in connection with the Separation and to account for their new roles as executive officers of Everus. However, the CFO’s annual cash incentive target remained the same following the Separation since he joined the company in August 2024 and therefore was not an employee of the company prior to the time post-Separation offer letters were extended to the named executive officers. Post-Separation target annual cash incentive awards were determined by the MDU Resources compensation committee using input, analysis and recommendations from its independent compensation consultant, the MDU Resources CEO and the Everus Construction CEO. Payout for the CEO was based on achievement of multiple MDU Resources and Everus financial and strategic performance measures, prorated for time served in each position, since the CEO served as an executive officer of MDU Resources until the Separation. The compensation committee certified the results and determined his payouts for the full year even though he was an executive officer of MDU Resources until the Separation. In contrast, because the CLO served as vice president, chief legal officer and secretary of MDU Resources from January 1, 2024 until October 6, 2024, the MDU Resources compensation committee certified the results and determined his payout for that time period under the MDU Resources annual cash incentive program. The annual cash incentives were based on certain MDU Resources financial and strategic performance goals that were approved by the MDU Resources compensation committee. Following the Separation, the CEO and the CLO no longer participated in the MDU Resources annual cash incentive program and became eligible to participate in our annual cash incentive program, for which time their payouts were based on Everus financial and strategic performance measures, as applicable. Payouts for the CFO, COO, and CAO were based solely on achievement of an Everus financial performance measure, since such individuals were in positions solely at Everus Construction or Everus during 2024. After the Separation, the compensation committee completed an extensive review of the annual cash incentive award program and approved the Everus annual cash incentive performance measures applicable to each named executive officer as well as the threshold, target and maximum award opportunity levels set forth in the offer letters that, in most cases, became effective upon the Separation.

  52. 2024 Performance Measures

    2024 Performance Measures The incentive targets, along with the corresponding performance measures and their weightings are summarized below for the applicable performance periods:

  53. 2024 Performance Measures

    | Name | Performance Period | Target Incentive (% of Base Salary) Applicable to the Performance Period | Performance Measures and Weightings Applicable to the Performance Period | | Jeffrey S. Thiede | January 1, 2024 - October 31, 20241 | 75% | EBITDA, As Adjusted (80%)2 | | | | | Everus Spinoff (20%)3 | | | | | ESG Modifier(+/-5%)4 | | | November 1, 2024 - December 31, 20241 | 110% | EBITDA, As Adjusted (80%)2 | | | | | Everus Spinoff (20%)3 | | | | | ESG Modifier(+/-5%)4 | | Maximillian J Marcy | August 12, 2024 - December 31, 20245 | 80% | EBITDA, As Adjusted (100%)2 | | Thomas D. Nosbusch | January 1, 2024 - October 31, 20246 | 50% | EBITDA, As Adjusted (100%)2 | | | November 1, 2024 - December 31, 20246 | 90% | EBITDA, As Adjusted (100%)2 | | Paul R. Sanderson | January 1, 2024 - October 6, 20247 | 60% | Combined MDU Resources Business Segment Earnings, As Adjusted (80%)8 | | | | | Everus Spinoff (20%)3 | | | | | ESG Modifier(+/-5%)4 | | | October 7, 2024 - October 31, 20247 | 60% | EBITDA, As Adjusted (80%)2 | | | | | Everus Spinoff (20%)3 | | | | | ESG Modifier(+/-5%)4 | | | November 1, 2024 - December 31, 20247 | 70% | EBITDA, As Adjusted (100%)2 | | Jon B. Hunke | January 1, 2024 - October 31, 20249 | 45% | EBITDA, As Adjusted (100%)2 | | | November 1, 2024 - December 31, 20249 | 40% | EBITDA, As Adjusted (100%)2 |

  54. 2024 Performance Measures

    1 As detailed below, Mr. Thiede’s performance periods and payouts were divided and prorated based on his time of service (a) prior to the Separation, as president and CEO of Everus Construction from January 1, 2024 until October 31, 2024, and (b) following the Separation, as president and CEO of Everus from November 1, 2024 until December 31, 2024. 2 See “—2024 EBITDA, As Adjusted” for the definition of EBITDA, As Adjusted. 3 See “—2024 Performance Measure Payout—Strategic Performance Measures” for the definition of Everus spinoff. 4 See “—2024 ESG Modifier” for an explanation of the ESG modifier. 5 Mr. Marcy’s performance period was neither divided nor prorated, except with respect to his start date with Everus. 6 On January 15, 2024, the MDU Resources CEO, at the recommendation of the Everus Construction CEO, approved an increase to Mr. Nosbusch’s base salary to $400,000. His target annual cash incentive opportunity was not prorated based on the change to his base salary and was based solely on a base salary of $400,000. As detailed below, while Mr. Nosbusch’s performance period was not divided, his payout was prorated based on his time of service (a) prior to the Separation, as executive vice president of Everus Construction from January 1, 2024 until October 31, 2024, and (b) following the Separation, as executive vice president and COO of Everus from November 1, 2024 until December 31, 2024. 7 As detailed below, Mr. Sanderson’s performance periods and payouts were divided and prorated based on his time of service (a) prior to the Separation, as vice president, chief legal officer and secretary of MDU Resources from January 1, 2024 until October 6, 2024, (b) prior to the Separation, as chief legal officer and corporate secretary of Everus from October 7, 2024 until October 31, 2024, and (c) following the Separation, as vice president, CLO and corporate secretary of Everus from November 1, 2024 until December 31, 2024. 8 See “—2024 Combined MDU Resources Business Segment Earnings, As Adjusted” for the definition of 2024 Combined MDU Resources Business Segment Earnings, As Adjusted. 9 As detailed below, while Mr. Hunke’s performance period was not divided, his payout was prorated based on his time of service (a) prior to the Separation, as vice president-accounting and enterprise information technology (EIT) and treasurer of Everus Construction from January 1, 2024 until October 31, 2024, and (b) following the Separation, as vice president and CAO of Everus from November 1, 2024 until December 31, 2024. 2024 EBITDA, As Adjusted Prior to the Separation, the MDU Resources compensation committee selected construction services EBITDA, defined as Everus’ earnings before interest, income taxes, depreciation and amortization, with adjustments for specific situations as approved by the MDU Resources compensation committee and set forth below, as a financial performance measure for each named executive officer. This performance measure was selected because it is a financial performance measure common to the construction industry and encourages focus on growth by excluding the impact of items such as interest, income taxes, depreciation and amortization from the performance result, which are largely out of the control of our named executive officers that impact our performance targets but are not indicative of underlying business performance. In addition, this performance measure was chosen to incentivize our named executive officers to make decisions that have a long-term positive impact, even at the potential expense of short-term results, and to prevent one-time gains and losses from having an undue impact on incentive payments. EBITDA is a measure used to consistently assess our operating performance period to period and as a basis for strategic planning and forecasting since the company believes it closely correlates with long-term enterprise value. Following the Separation, the compensation committee approved the continued use of this performance measure for the November 1, 2024 to December 31, 2024 performance period, except the performance measure was retitled “EBITDA, as adjusted”, with no changes to its definition or calculation. The EBITDA, as adjusted target for 2024 was set at $227.7 million.

  55. 2024 Performance Measures

    | Potential Adjustments to EBITDA as Approved by each of the MDU Resources Compensation Committee and the Compensation Committee for the Following Events: | | | ▲ | the effect on EBITDA from asset sales, dispositions or retirements. | | ▲ | the effect on EBITDA from transaction costs incurred for acquisitions, divestitures, mergers, spin-offs, or other strategic transactions, including differences in interest costs from those assumed in the company’s original plan. | | ▲ | the effect on EBITDA from withdrawal liabilities relating to multiemployer pension plans. | | ▲ | the effect on EBITDA of corporate overhead allocation differences. | | ▲ | the effect on EBITDA of approved retention agreement costs which differ from costs included in the company’s original plan. |

  56. 2024 Performance Measures

    2024 Combined MDU Resources Business Segment Earnings, As Adjusted Prior to the Separation, the MDU Resources compensation committee selected combined MDU Resources business segment earnings, defined as MDU Resources earnings before discontinued operations, with adjustments for specific situations, if any, as approved by the MDU Resources compensation committee and set forth below, as a financial performance measure for Mr. Sanderson. This performance measure was selected because the MDU Resources compensation committee believed it represented a key measure to incentivize successful achievement of business segment performance and MDU Resources overall. The combined MDU Resources business segment earnings, as adjusted target was $215.8 million, which was measured for the time period from January 1, 2024 until September 30, 2024.

  57. 2024 Performance Measures

    | Potential Adjustments to Combined MDU Resources Business Segment Earnings as Approved by the MDU Resources Compensation Committee for the Following Events: | | | ▲ | the effect on earnings from asset sales, dispositions or retirements. | | ▲ | the effect on earnings from transaction costs incurred for acquisitions, divestitures, mergers, spin-offs, or other strategic transactions, including differences in interest costs from those assumed in the company’s original plan. | | ▲ | the effect on earnings for unanticipated changes and interpretations of tax law. | | ▲ | the effect on earnings from withdrawal liabilities relating to multiemployer pension plans. | | ▲ | the effect on earnings of corporate overhead allocation differences. | | ▲ | the effect on earnings of approved retention agreement costs which differ from costs included in the company’s original plan. |

  58. 2024 Performance Measures

    2024 Everus Spinoff See “2024 Performance Measure Payout—Strategic Performance Measures” for the definition of, and additional information regarding, the Everus spinoff.

  59. 2024 Performance Measure Payout Percentage

    2024 Performance Measure Payout Percentage Financial Performance Measures To determine the payout associated with the financial performance measures for our named executive officers, actual performance measure results were compared to their respective target performance measures, which resulted in the percent of the respective target performance measure achieved, prorated for the performance periods discussed above. Then, the percent of the respective target performance measure achieved was translated into a payout percentage of the named executive officer’s target award opportunity using linear interpolation for results between threshold and target as well as target and maximum. Achievement of 100% of the financial performance measure results in a payout of 100% of the target award opportunity. Results achieved below the established threshold result in no payout. The threshold, target and maximum performance levels as well as the associated payout opportunities are depicted in the following chart:

  60. 2024 Performance Measure Payout Percentage

    | Measure | Threshold | | Target | | Maximum | | | | % of Target Performance Measure | Incentive Payout % | Target Performance Measure | Incentive Payout % | % of Target Performance Measure | Incentive Payout % | | EBITDA, As Adjusted | 65% | 25% | $227.7 million | 100% | 115% | 250% | | Combined MDU Resources Business Segment Earnings, As Adjusted | 85% | 25% | $215.8 million | 100% | 115% | 200% |

  61. 2024 Performance Measure Payout Percentage

    Strategic Performance Measures Prior to the Separation, the MDU Resources compensation committee set an additional performance measure for the CEO and CLO, who were serving as MDU Resources executive officers at the time, based on the completion of work associated with the Separation. Following the Separation, only the CEO continued to be subject to the Everus spinoff performance measure. Determination of the strategic performance measure was based on the following:

  62. 2024 Performance Measure Payout Percentage

    | Work Associated with the Everus Spinoff | | | | Threshold | Work necessary to complete the spinoff is underway. | = 25% incentive payout | | Target | Completion of the final Form 10 filed with the SEC. | = 100% incentive payout | | Above Target | In the event the MDU Resources board determines not to complete the spinoff, but all other criteria is met to complete the transaction. | = 150% incentive payout | | Maximum | Successful completion of the spinoff. | = 200% incentive payout |

  63. 2024 Annual Cash Incentive Results

    2024 Annual Cash Incentive Results The 2024 performance measure actual results, percent of target performance measure achieved based on those results, and the associated payout percentages are presented below. In addition, as a result of the Separation, the payouts for the named executive officers were prorated based on the performance period and, in some cases, performance measures, applicable to such named executive officer as a percentage of the entire year as presented below: 2024 Pre-Separation Performance Measures

  64. 2024 Annual Cash Incentive Results

    | Performance Measure | Result | | Percent of Performance Measure Achieved | Percent of Award Opportunity Payout | Everus CEO1 | | Everus CLO2 | | Everus CFO, COO and CAO3,4,5 | | | | | | | | Weight | Weighted Payout | Weight | Weighted Payout | Weight | Weighted Payout | | EBITDA, as Adjusted | $241.4 | million | 106.0% | 160.2% | 80.0% | 128.2% | 6.6% | 10.6% | 100.0% | 160.2% | | Combined MDU Resources Business Segment Earnings, as Adjusted | $231.7 | million | 107.4% | 149.1% | | | 73.4% | 109.5% | | | | Everus Spinoff | Completion of Everus spinoff | | 200.0% | 200.0% | 20.0% | 40.0% | 20.0% | 40.0% | | | | Total Weighted Payout | | | | | | 168.2% | | 160.1% | | 160.2% |

  65. 2024 Annual Cash Incentive Results

    2024 Post-Separation Performance Measures

  66. 2024 Annual Cash Incentive Results

    | Performance Measure | Result | | Percent of Performance Measure Achieved | Percent of Award Opportunity Payout | Everus CEO1 | | Everus CFO, COO, CLO and CAO2,3,4,5 | | | | | | | | Weight | Weighted Payout | Weight | Weighted Payout | | EBITDA, as Adjusted | $241.4 | million | 106.0% | 160.2% | 80.0% | 128.2% | 100.0% | 160.2% | | Everus Spinoff | Completion of Everus spinoff | | 200.0% | 200.0% | 20.0% | 40.0% | | | | Total Weighted Payout | | | | | | 168.2% | | 160.2% |

  67. 2024 Annual Cash Incentive Results

    1 Mr. Thiede’s annual cash incentive performance periods and payouts were prorated based on his time of service (a) prior to the Separation, as president and CEO of Everus Construction from January 1, 2024 until October 31, 2024, and (b) following the Separation, as president and CEO of Everus from November 1, 2024 until December 31, 2024. In addition, on November 1, 2024, Mr. Thiede’s annual cash incentive target was increased in connection with the Separation pursuant to his offer letter. However, despite the increase to Mr. Thiede’s annual cash incentive target in connection with the Separation, the performance measures were measured from January 1, 2024 until December 31, 2024, while the associated payouts for the 2024 performance periods were prorated as set forth in the following sentence. Accordingly, the annual cash incentive for approximately (i) 83.3% of the annual performance period (January 1, 2024 until October 31, 2024) was based on a 75% target of base salary and (ii) 16.7% of the annual performance period (November 1, 2024 until December 31, 2024) was based on an 110% target of base salary, and the associated payouts for the two performance periods within the annual performance period were prorated such that his prorated weighted payout percent for the (1) January 1, 2024 to October 31, 2024 performance period was 106.8% and 33.3% with respect to EBITDA, as adjusted, and the Everus spinoff, respectively, and (2) November 1, 2024 to December 31, 2024 performance period was 21.4% and 6.7% with respect to EBITDA, as adjusted, and the Everus spinoff, respectively. The results of Mr. Thiede’s annual cash incentive were certified by the board at the recommendation of the compensation committee for the entire year with respect to (1) EBITDA, as adjusted, and (2) the Everus spinoff. 2 Mr. Sanderson’s annual cash incentive performance periods and payouts were prorated based on his time of service (a) prior to the Separation, as vice president, chief legal officer and secretary of MDU Resources from January 1, 2024 until October 6, 2024, (b) prior to the Separation, as chief legal officer and corporate secretary of Everus from October 7, 2024 until October 31, 2024, and (c) following the Separation, as vice president, CLO and corporate secretary of Everus from November 1, 2024 until December 31, 2024. In addition, on November 1, 2024, Mr. Sanderson’s annual cash incentive target was increased in connection with the Separation pursuant to his offer letter. However, despite the increase to Mr. Sanderson’s annual cash incentive target in connection with the Separation, the performance measures were measured from January 1, 2024 until October 6, 2024, October 7, 2024 until October 31, 2024, and November 1, 2024 until December 31, 2024, as applicable, while the associated payouts for the 2024 performance periods were prorated as set forth in the following sentence. Accordingly, the annual cash incentive for approximately (i) 76.5% of the annual performance period (January 1, 2024 until October 6, 2024) was based on a 60% target of base salary, (ii) 6.8% of the annual performance period (October 7, 2024 until October 31, 2024) was based on a 60% target of base salary, and (iii) 16.7% of the annual performance period (November 1, 2024 until December 31, 2024) was based on a 70% target of base salary, and the associated payouts for the three performance periods within the annual performance period were prorated such that his prorated weighted payout percent for the (1) January 1, 2024 to October 6, 2024 performance period was 91.3% and 30.6% with respect to combined MDU Resources business segment earnings, as adjusted, and the Everus spinoff, respectively, (2) October 7, 2024 to October 31, 2024 performance period was 8.8% and 2.7% with respect to EBITDA, as adjusted, and the Everus spinoff, respectively, and (3) November 1, 2024 to December 31, 2024 performance period was 26.7% with respect to EBITDA, as adjusted. The results of Mr. Sanderson’s annual cash incentive were certified by the (i) MDU Resources compensation committee with respect to (1) combined MDU Resources business segment earnings, as adjusted, for January 1, 2024 until October 6, 2024, and (2) the Everus spinoff for January 1, 2024 until October 6, 2024, and (ii) the compensation committee with respect to (1) EBITDA, as adjusted, for October 7, 2024 until October 31, 2024, (2) the Everus spinoff for October 7, 2024 until October 31, 2024 and (3) EBITDA, as adjusted for November 1, 2024 until December 31, 2024. 3 Mr. Marcy’s performance period was neither divided nor prorated, except with respect to his start date with Everus. The results of Mr. Marcy’s annual cash incentive were certified by the compensation committee with respect to EBITDA, as adjusted, for the respective performance period. 4 On January 15, 2024, the MDU Resources CEO approved, at the recommendation of the Everus Construction CEO, an increase to Mr. Nosbusch’s base salary to $400,000. His target annual cash incentive opportunity was not prorated based on the change to his base salary and was based solely on a base salary of $400,000. Mr. Nosbusch’s annual cash incentive performance periods and payouts were prorated based on his time of service (a) prior to the Separation, as executive vice president of Everus Construction from January 1, 2024 until October 31, 2024, and (b) following the Separation, as executive vice president and COO of Everus from November 1, 2024 until December 31, 2024. In addition, on November 1, 2024, Mr. Nosbusch’s annual cash incentive target was increased in connection with the Separation pursuant to his offer letter. However, despite the increase to Mr. Nosbusch’s annual cash incentive target in connection with the Separation, the performance measure was measured from January 1, 2024 until December 31, 2024, while the associated payouts for the 2024 performance period were prorated as set forth in the following sentence. Accordingly, the annual cash incentive for approximately (i) 83.3% of the annual performance period (January 1, 2024 until October 31, 2024) was based on a 50% target of base salary and (ii) 16.7% of the annual performance period (November 1, 2024 until December 31, 2024) was based on a 90% target of base salary, and the associated payouts for the two performance periods within the annual performance period were prorated such that his prorated weighted payout percent for the (1) January 1, 2024 to October 31, 2024 performance period was 133.5% and (2) November 1, 2024 to December 31, 2024 performance period was 26.7%. The results of Mr. Nosbusch’s annual cash incentive were certified by the compensation committee for the entire year.

  68. 2024 Annual Cash Incentive Results

    5 Mr. Hunke’s annual cash incentive performance periods and payouts were prorated based on his time of service (a) prior to the Separation, as vice president-accounting and EIT and treasurer of Everus Construction from January 1, 2024 until October 31, 2024, and (b) following the Separation, as vice president and CAO of Everus from November 1, 2024 until December 31, 2024. In addition, on November 1, 2024, Mr. Hunke’s annual cash incentive target was decreased in connection with the Separation pursuant to his offer letter. However, despite the decrease to Mr. Hunke’s annual cash incentive target in connection with the Separation, the performance measure was measured from January 1, 2024 until December 31, 2024, while the associated payouts for the 2024 performance period were prorated as set forth in the following sentence. Accordingly, the annual cash incentive for approximately (i) 83.3% of the annual performance period (January 1, 2024 until October 31, 2024) was based on a 45% target of base salary and (ii) 16.7% of the annual performance period (November 1, 2024 until December 31, 2024) was based on a 40% target of base salary, and the associated payouts for the two performance periods within the annual performance period were prorated such that his prorated weighted payout percent for the (1) January 1, 2024 to October 31, 2024 performance period was 133.5% and (2) November 1, 2024 to December 31, 2024 performance period was 26.7%. The results of Mr. Hunke’s annual cash incentive were certified by the compensation committee for the entire year. EBITDA, as adjusted, was $241.4 million, which represented $232.2 million of EBITDA with $9.2 million of approved adjustments related to transaction costs incurred for the Everus spinoff, including differences in interest costs from those assumed in the company’s original financial plan. There were no adjustments made by the MDU Resources compensation committee to combined MDU Resources business segment earnings. 2024 ESG Modifier The MDU Resources compensation committee further assessed the CLO’s progress toward completing the performance measures related to the ESG modifier initiatives for the time period from January 1, 2024 until September 30, 2024 and approved an ESG modifier award of 5.0% to the CLO for such performance period from January 1, 2024 until October 6, 2024, subject to proration. Following the Separation, the compensation committee further assessed each of the CEO’s and the CLO’s progress toward completing the performance measures related to the ESG modifier initiatives for the full year performance period, with respect to the CEO, and the performance period from October 7, 2024 until October 31, 2024, with respect to the CLO, and approved an ESG modifier award of 5% to each of the CEO and the CLO for such applicable performance, subject to applicable proration. 2024 Results The resulting 2024 total annual cash incentive compensation rewarded to each named executive officer was:

  69. 2024 Annual Cash Incentive Results

    | Name | Performance Period | Target Annual Incentive ($) | Weighted Payout (%) | Payout ($) | ESG Modifier (%) | ESG Modifier Payout ($) | Total Payout Amount ($) | | Jeffrey S. Thiede | January 1, 2024 - October 31, 2024 | 359,375 | 168.2 | 604,469 | 5.0 | 17,969 | 622,438 | | | November 1, 2024 - December 31, 2024 | 155,833 | 168.2 | 262,111 | 5.0 | 7,792 | 269,903 | | | | | | | | | 892,341 | | Maximillian J Marcy | August 12, 2024 - December 31, 2024 | 135,948 | 160.2 | 217,788 | — | — | 217,788 | | Thomas D. Nosbusch | January 1, 2024 - October 31, 2024 | 166,667 | 160.2 | 267,000 | — | — | 267,000 | | | November 1, 2024 - December 31, 2024 | 82,500 | 160.2 | 132,165 | — | — | 132,165 | | | | | | | | | 399,165 | | Paul R. Sanderson | January 1, 2024 - October 6, 20241 | 189,115 | 159.3 | 301,260 | 5.0 | 9,456 | 310,716 | | | October 7, 2024 - October 31, 2024 | 16,885 | 168.2 | 28,401 | 5.0 | 844 | 29,245 | | | November 1, 2024 - December 31, 2024 | 50,750 | 160.2 | 81,302 | — | — | 81,302 | | | | | | | | | 421,263 | | Jon B. Hunke | January 1, 2024 - October 31, 2024 | 97,500 | 160.2 | 156,195 | — | — | 156,195 | | | November 1, 2024 - December 31, 2024 | 21,667 | 160.2 | 34,710 | — | — | 34,710 | | | | | | | | | 190,905 |

  70. 2024 Annual Cash Incentive Results

    1 For the January 1, 2024 until October 6, 2024 pre-Separation performance period, the MDU Resources compensation committee certified the results and determined the payout for the performance measure during that period.

  71. 2024 Long-Term Incentives

    2024 Long-Term Incentives As discussed below, all of our named executive officers, other than Mr. Marcy, due to his employment start date in August 2024, participated in the MDU Resources Long-Term Incentive Plan (MDU Resources LTIP) for the time period prior to the Separation. Following the Separation, all of our named executive officers are participants in the Everus LTIP. Following the Separation, the compensation committee decided not to grant any additional LTIP awards for 2024. As a result, the 2024 awards consisted solely of MDU Resources time-vesting restricted stock units that were designed as a retention tool for both entities under a time period of significant change. Long-term incentive compensation comprised 46.2% of the CEO’s 2024 target total compensation and, on average 23.5% of the other named executive officers’ 2024 target total compensation. As stated above, the CFO was not eligible for the MDU Resources LTIP grant in 2024, and thus, his target LTIP was 0% of target total compensation.

  72. Grant of 2024-2026 MDU Resources Long-Term Equity Incentive Awards

    Grant of 2024-2026 MDU Resources Long-Term Equity Incentive Awards Prior to the Separation, the MDU Resources compensation committee, with approval by the MDU Resources board, continued with certain temporary modifications to its executive compensation program, including the exclusive use of time-vesting restricted stock units to promote retention of executives and due to the challenge of setting three-year financial performance goals during a period of transformational change, which, in addition to the Separation in 2024, included the separation of Knife River in 2023. On February 15, 2024, the MDU Resources compensation committee determined the number of MDU Resources time-vesting restricted stock units to be granted to each applicable named executive officer for the 2024-2026 vesting period by dividing the named executive officer’s long-term incentive target award amount in effect at that point in time by the average of the closing stock prices of MDU Resources from January 1, 2024 through January 22, 2024, which was $19.39 per share, rounded down to the closest number of stock units. The time-vesting restricted stock units are scheduled to vest on December 31, 2026, subject to continued employment with the company. In addition, the MDU Resources compensation committee granted Mr. Thiede an additional $94,000 in restricted stock units for his work related to the Separation, using the same stock unit number methodology described above. The award is scheduled to vest on December 31, 2026, subject to the same vesting conditions as annual time-vesting restricted stock unit awards. Based on the information provided above, the MDU Resources compensation committee, with approval by the MDU Resources board, awarded the following MDU Resources time-vesting restricted stock units:

  73. Grant of 2024-2026 MDU Resources Long-Term Equity Incentive Awards

    | Name | Base Salary Used in Determining Target Long-Term Incentive ($) | Target Long-Term Incentive of Base Salary (%) | Target Long-Term Incentive ($) | Grant of MDU Resources Time-Vesting Restricted Stock Units (#) | | Jeffrey S. Thiede | 575,000 | 170 | 977,500 | 50,752 | | Jeffrey S. Thiede1 | n/a | n/a | 94,000 | 4,508 | | Jeffrey S. Thiede | | | 1,071,500 | 55,260 | | Maximillian J Marcy2 | n/a | n/a | — | — | | Thomas D. Nosbusch3 | 380,000 | 80 | 304,000 | 15,678 | | Paul R. Sanderson | 412,000 | 100 | 412,000 | 21,248 | | Jon B. Hunke | 260,000 | 50 | 130,000 | 6,704 |

  74. Grant of 2024-2026 MDU Resources Long-Term Equity Incentive Awards

    1 Mr. Thiede was awarded an additional $94,000 of time-vesting restricted stock units for his strategic work on the Separation. 2 Mr. Marcy was not eligible to receive a 2024 long-term incentive award since he joined the company in August 2024 and was not an employee at the time MDU Resources granted long-term equity awards in February 2024. 3 Mr. Nosbusch’s initial 2024 base salary was $380,000, which was approved by the MDU Resources compensation committee in November 2023 and used to calculate his target long-term equity incentive opportunity of $304,000, which represented 80% of his base salary at the time. On January 15, 2024, the MDU Resources CEO, at the recommendation of the Everus Construction CEO, approved an increase to Mr. Nosbusch’s base salary to $400,000, but did not make any changes to his target long-term equity incentive.

  75. Effect of the Spinoffs on Long-Term Equity Awards

    Effect of the Spinoffs on Long-Term Equity Awards In connection with MDU Resources’ separation of Knife River on May 31, 2023, the provisions of the existing MDU Resources’ compensation plans required adjustments to the number and terms of outstanding employee time-vesting restricted stock units and performance share awards to preserve the intrinsic value of the equity awards immediately prior to the Knife River separation. However, the outstanding performance share awards would no longer be subject to performance-based vesting conditions. The performance share awards were first adjusted for performance, using performance factors that were determined based on the performance of MDU Resources as of December 31, 2022. Then, at the time of the Knife River separation, all outstanding MDU Resources equity awards were converted into MDU Resources time-vesting restricted stock units. As a result, performance share awards no longer existed. The MDU Resources time-vesting restricted stock units were still set to vest according to their original vesting dates, subject to the named executive officer’s continued employment with MDU Resources. Then, in connection with the Separation, all outstanding MDU Resources time-vesting restricted stock units held by employees of the company were converted into Everus time-vesting restricted stock units. The concentration method adjusted the number of outstanding MDU Resources stock units by applying a ratio of the pre-Separation MDU Resources closing stock price on October 31, 2024 of $28.85 compared to the post-Separation Everus closing stock price on November 1, 2024 of $52.49. Following the Separation, the converted Everus time-vesting restricted stock units were and are, as applicable, still set to vest according to their original vesting dates, subject to the named executive officer’s continued employment with the company. The table below shows the number of outstanding MDU Resources time-vesting restricted stock units for our named executive officers immediately prior to the Separation and the number of Everus time-vesting restricted stock units after the conversion immediately following the Separation, other than with respect to Mr. Marcy, who was never an employee of the company or MDU Resources prior to joining the company in August 2024 and, thus, never received any MDU Resources equity awards:

  76. Effect of the Spinoffs on Long-Term Equity Awards

    | Name | Vesting Period | MDU Resources Restricted Stock Units Pre-Separation (#) | Converted Everus Restricted Stock Units Post-Separation (#) | | Jeffrey S. Thiede | 2022-2024 | 38,571 | 21,199 | | | 2023-2025 | 45,572 | 25,047 | | | 2024-2026 | 55,260 | 30,372 | | Maximillian J Marcy | — | — | — | | Thomas D. Nosbusch | 2022-2024 | 7,942 | 4,364 | | | 2023-2025 | 9,114 | 5,009 | | | 2024-2026 | 15,678 | 8,617 | | Paul R. Sanderson | 2022-20241 | — | — | | | 2023-2025 | 16,818 | 9,243 | | | 2024-2026 | 21,248 | 11,678 | | Jon B. Hunke | 2022-2024 | 5,230 | 2,874 | | | 2023-2025 | 6,092 | 3,348 | | | 2024-2026 | 6,704 | 3,684 |

  77. Effect of the Spinoffs on Long-Term Equity Awards

    1 Mr. Sanderson was not an employee of MDU Resources at the time of the MDU Resources 2022-2024 long-term equity incentive award grant, and, as a result, did not receive an award for this performance period.

  78. Vesting of the 2022-2024 Awards

    Vesting of the 2022-2024 Awards The converted Everus 2022-2024 awards of time-vesting restricted stock units vested on December 31, 2024 and provided the applicable named executive officers with the following shares of Everus common stock and dividend equivalents on MDU Resources common stock that they were eligible to receive prior to the Separation:

  79. 2025 Target Total Compensation Preview

    2025 Target Total Compensation Preview The compensation committee is committed to its views on performance-based compensation, and as such, is continuing to evaluate its annual cash and long-term incentive plan design to ensure proper alignment between the named executive officers, the company and our stockholders. 2025 target total compensation for the named executive officers, including base salary, target annual cash and long-term equity incentive compensation, is consistent with the 2024 post-Separation total compensation given the timing of the Separation in late 2024. For 2025, each named executive officer’s annual cash incentive award is designed to tie performance to EBITDA, with specific adjustments as approved by the compensation committee, as well as an additional operational (safety) performance measure of Total Recordable Incident Rate (TRIR). EBITDA, as adjusted, is weighted 80% with TRIR weighted 20%. The previous ESG modifier was discontinued by the compensation committee following the 2024 performance period and will no longer apply to any of the named executive officers. The financial measure of EBITDA will closely align with the company’s 4EVER (Employees, Value, Execution and Relationships) strategy and long-term growth expectations. In February 2025, our named executive officers were awarded their long-term incentive awards, comprised of 60% performance share awards and 40% time-vesting restricted stock unit awards for the 2025-2027 performance period. The performance share award performance measures are tied to long-term stockholder value creation and based upon the company’s relative TSR versus a performance peer group and achieving certain EBITDA, as adjusted targets. The compensation committee will continue to review and update the executive compensation program, including our compensation philosophy and incentive programs, as needed, in order to support its views on performance-based compensation and its intended alignment between pay and performance.

  80. Employment and Severance Agreements

    Employment and Severance Agreements

  81. Employment and Severance Agreements

    Employment and Severance Agreements Prior to the Separation, MDU Resources LTIP provided a “single trigger” vesting for awards granted prior to 2024 allowing for full vesting of outstanding equity awards upon a change in control with or without a qualifying termination, but introduced “double trigger” vesting beginning with the 2024 annual awards, providing for full vesting of outstanding equity awards upon the occurrence of a change in control and a qualifying termination within two years of a change in control. In October 2024, Everus adopted the Everus Construction Group, Inc. Long-Term Incentive Plan (Everus LTIP). The Everus LTIP provides “double trigger” vesting of awards allowing for full vesting of outstanding equity awards upon a change in control and a qualifying termination within the two-year period following the change in control. Refer to the section entitled “Potential Payments upon Termination or Change in Control” for definitions of change in control and qualifying termination. In November 2024, Everus adopted the Everus Construction Group, Inc. Change in Control Severance Plan (CIC Plan) for certain executive officers including the named executive officers which provides for cash compensation in the event of a qualifying termination following a change in control. The company adopted the CIC Plan to address potential uncertainty and keep executive officers focused on pursuing potential corporate transactions that are in the best interests of stockholders and our company regardless of whether those transactions may result in their own job loss. The CIC Plan was also adopted to assist with attracting and retaining high quality executive officers. A participant who experiences a qualifying termination shall receive a lump sum payment equal to the sum of the accrued compensation, the prorated annual cash incentive, and a multiple of the participant's annual base salary and target annual cash incentive. The CIC Plan also provides for certain benefits related to medical costs and outplacement services. Refer to the section entitled “Potential Payments upon Termination or Change in Control” for additional information for specific benefits under the CIC Plan for the named executive officers.

  82. Policies and Practices Related to the Grant of Equity Awards

    Policies and Practices Related to the Grant of Equity Awards While we do not currently grant stock options or similar option-like instruments, such as stock appreciation rights, we are providing information regarding our procedures related to the grant of equity awards close in time to the release of material non-public information. Following the Separation, the compensation committee grants equity awards to our named executive officers, as well as other eligible company employees, on an annual basis in the first quarter of each fiscal year based upon a pre-determined schedule in advance of the grant date, or on an ad hoc basis around the hire date for any eligible new hires. However, we do not have a formal policy or obligation that requires us to award equity or equity-based compensation on specific dates. Neither our board nor our compensation committee takes material non-public information into account when determining the timing of equity awards, nor do we time the disclosure of material non-public information for the purpose of impacting the value of executive compensation.

  83. Impact of Tax and Accounting Treatment

    Impact of Tax and Accounting Treatment The compensation committee may consider the impact of tax or accounting treatment in determining compensation. There were no adjustments to the 2024 compensation program to address the impact of tax or accounting treatment by the MDU Resources compensation committee nor the compensation committee. Following the Separation, the compensation committee has considered, and will consider, the accounting and cash flow implications of various forms of executive compensation. We expense salaries and annual cash incentive compensation as earned. For our equity awards, we record the accounting expense in accordance with Accounting Standards Codification Topic 718, which is generally expensed over the vesting period.

  84. Summary Compensation Table for 2024

    Summary Compensation Table for 2024

  85. Summary Compensation Table for 2024

    | Name and Principal Position (a) | Year (b) | Salary ($) (c)1 | Bonus ($) (d)2 | Stock Awards ($) (e)3 | Non-Equity Incentive Plan Compensation ($) (g)4 | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h)5 | All Other Compensation ($) (i)6 | Total ($) (j) | | Jeffrey S. Thiede | 2024 | 620,833 | — | 1,152,171 | 892,342 | — | 128,200 | 2,793,546 | | President and CEO | 2023 | 550,000 | — | 980,883 | 605,138 | — | 131,524 | 2,267,545 | | | 2022 | 530,000 | — | 860,649 | 613,343 | — | 166,470 | 2,170,462 | | Maximillian J Marcy | 2024 | 169,934 | — | — | 217,788 | — | 222,838 | 610,560 | | Vice President, CFO and Treasurer | | | | | | | | | | Thomas D. Nosbusch | 2024 | 424,235 | 34,000 | 326,886 | 399,165 | — | 102,402 | 1,286,688 | | Executive Vice President and COO | 2023 | 340,000 | — | 196,224 | 258,570 | 11,184 | 80,663 | 886,641 | | Paul R. Sanderson | 2024 | 415,833 | — | 443,021 | 421,263 | — | 69,100 | 1,349,217 | | Vice President, CLO and Corporate Secretary | 2023 | 233,846 | — | 356,710 | 251,300 | — | 6,911 | 848,767 | | Jon B. Hunke | 2024 | 270,833 | 22,500 | 139,778 | 190,905 | — | 72,733 | 696,749 | | Vice President and CAO | 2023 | 250,000 | — | 131,136 | 171,113 | 3,553 | 55,386 | 611,188 |

  86. Summary Compensation Table for 2024

    1 Amounts reported in this column represent the named executive officer’s base salary earned during the year. See the “2024 Base Salary” section within the Compensation Discussion and Analysis for further details on base salary determinations for 2024. 2 In February 2024, the MDU Resources compensation committee awarded Messrs. Nosbusch and Hunke discretionary bonuses for their work on the strategic review of Everus in 2023 of $34,000 and $22,500, respectively. 3 Amounts in this column represent the aggregate grant date fair value of MDU Resources time-vesting restricted stock unit awards, granted by the MDU Resources compensation committee prior to the Separation with approval by the MDU Resources board, calculated in accordance with generally accepted accounting principles for stock-based compensation in Accounting Standards Codification Topic 718. This column was prepared assuming none of the awards were or will be forfeited. The amounts were calculated as described in Note 10 of our audited financial statements in our Annual Report on Form 10-K for the year ended December 31, 2024. There was no incremental fair value increase in connection with the conversion of the outstanding MDU Resources time-vesting restricted stock units into outstanding Everus time-vesting restricted stock units upon the Separation which was determined by comparing the fair value of the outstanding awards before and after the Separation. See the “2024 Long-Term Incentives” section within the Compensation Discussion and Analysis for further details on the MDU Resources long-term incentive program prior to the Separation and the company’s long-term incentive program following the Separation. 4 Amounts reported in this column reflect the named executive officer’s annual cash incentive award earned by each named executive officer pursuant the MDU Resources EICP prior to the Separation and the Everus Executive Incentive Compensation Plan (Everus EICP) following the Separation. The amount for Mr. Sanderson for 2024 also includes an amount paid under the MDU Resources EICP for performance measured through September 30, 2024 for the January 1, 2024 until October 6, 2024 performance period. See the "2024 Annual Cash Incentives" section within the Compensation Discussion and Analysis for further details on the company's annual cash incentive plan. 5 The amounts shown for Messrs. Nosbusch and Hunke for 2023 represent the change in the actuarial present value for their accumulated benefits under MDU Resources’ pension plan. Since MDU Resources retained responsibility for the pension plan after Separation, no amounts are shown in 2024. 6 The 2024 amounts in this column consist of the following items shown in the table below.

  87. Summary Compensation Table for 2024

    | Name | Relocation ($)1 | 401(k) Plan Contributions ($)2 | Nonqualified Deferred Compensation Plan ($)3 | Health Savings Accounts Contributions ($)4 | Tax Gross-Up ($)5 | Other ($)6 | Total ($) | | Jeffrey S. Thiede | — | 27,600 | 100,000 | 600 | — | — | 128,200 | | Maximillian J Marcy | 118,250 | 4,380 | 100,000 | 208 | — | — | 222,838 | | Thomas D. Nosbusch | — | 41,400 | 38,000 | 1,000 | 14,310 | 7,692 | 102,402 | | Paul R. Sanderson | — | 27,600 | 41,200 | 300 | — | — | 69,100 | | Jon B. Hunke | — | 32,084 | 26,000 | 1,000 | 13,649 | — | 72,733 |

  88. Summary Compensation Table for 2024

    1 Amounts reported in this column reflect relocation and housing benefits in connection with Mr. Marcy's relocation to the Bismarck, North Dakota. 2 Amounts reported in this column reflect MDU Resources contributions to its 401(k) plan, including employer matching and retirement, prior to the Separation and the company’s contributions to its 401(k) plan, including employer matching and retirement, following the Separation. The aggregate 401(k) balances in the MDU Resources 401(k) plan related to the above participants were transferred to the Everus 401(k) plan in connection with the Separation. 3 Amounts reported in this column reflect MDU Resources contribution amounts to the MDU Resources DCP, which were approved by the MDU Resources compensation committee prior to the Separation. Following the Separation, the aggregate balances in the MDU Resources DCP related to the above participants were transferred to the Everus DCP. For further information, see the section entitled “Nonqualified Deferred Compensation for 2024.” 4 Amounts reported in this column reflect company contributions to each named executive officer’s health savings account. 5 Messrs. Nosbusch and Hunke received a tax gross-up of $14,310 and $13,649, respectively, related to a retiree reimbursement account payout that was discontinued at the time of Separation. All company participants in the retiree reimbursement account received a tax gross-up payout following the discontinuance of the account. 6 Mr. Nosbusch received a vacation payout of $7,692.

  89. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024

  90. Grants of Plan-Based Awards in 2024

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (i) | Grant Date Fair Value of Stock and Option Awards ($) (l) | | Name (a) | Grant Date (b) | | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | | | | Jeffrey S. Thiede | 2/15/2024 | 1 | 25,760 | 515,208 | 1,236,500 | | | | | 2/15/2024 | 2 | | | | 30,372 | 1,152,171 | | Maximillian J Marcy | 8/12/2024 | 1 | 33,987 | 135,948 | 339,869 | | | | Thomas D. Nosbusch | 2/15/2024 | 1 | 62,292 | 249,167 | 622,917 | | | | | 2/15/2024 | 2 | | | | 8,617 | 326,886 | | Paul R. Sanderson | 2/15/2024 | 1 | 22,988 | 256,750 | 621,275 | | | | | 2/15/2024 | 2 | | | | 11,678 | 443,021 | | Jon B. Hunke | 2/15/2024 | 1 | 29,792 | 119,167 | 297,917 | | | | | 2/15/2024 | 2 | | | | 3,684 | 139,778 |

  91. Grants of Plan-Based Awards in 2024

    1 Amounts represent combined total possible payouts under the annual cash incentive awards for 2024 granted pursuant to the MDU Resources EICP prior to the Separation and the Everus EICP following the Separation. 2 Represents Everus time-vesting restricted stock units that were converted from MDU Resources time-vesting restricted stock units as a result of the Separation. The MDU Resources time-vesting restricted stock units were originally granted by the MDU Resources compensation committee, as follows: Mr. Thiede 55,260 time-vesting restricted stock units, Mr. Nosbusch 15,678 time-vesting restricted stock units, Mr. Sanderson 21,248 time-vesting restricted stock units, and Mr. Hunke 6,704 time-vesting restricted stock units. There was no incremental fair value recognized in connection with the conversion to Everus restricted stock units. See the “2024 Long-Term Incentives” section within the “Compensation Discussion and Analysis” for further details on MDU Resources long-term incentive program prior to the Separation and the company’s long-term incentive program following the Separation.

  92. Narrative Discussion Relating to the Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Discussion Relating to the Summary Compensation Table and Grants of Plan-Based Awards Table

  93. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024

  94. Outstanding Equity Awards at Fiscal Year-End 2024

    | | | Stock Awards | | | Name (a) | Grant Date (b) | Number of Shares or Units of Stock That Have Not Vested (#) (g)1 | Market Value of Shares or Units of Stock That Have Not Vested ($) (h)2 | | Jeffrey S. Thiede | 2/16/2023 | 25,047 | 1,646,840 | | | 2/15/2024 | 30,372 | 1,996,959 | | Maximillian J Marcy3 | — | — | — | | Thomas D. Nosbusch | 2/16/2023 | 5,009 | 329,342 | | | 2/15/2024 | 8,617 | 566,568 | | Paul R. Sanderson | 7/11/2023 | 9,243 | 607,727 | | | 2/15/2024 | 11,678 | 767,829 | | Jon B. Hunke | 2/16/2023 | 3,348 | 220,131 | | | 2/15/2024 | 3,684 | 242,223 |

  95. Outstanding Equity Awards at Fiscal Year-End 2024

    1 The 2023 long-term incentive awards consisted solely of time-vesting restricted stock units granted by the MDU Resources compensation committee due to the then-pending Knife River spinoff. Upon completion of the Knife River spinoff, all outstanding MDU Resources equity awards were converted into MDU Resources time-vesting restricted stock units for employees still employed by MDU Resources at such time based on the pre-Knife River spinoff MDU Resources stock price compared to the post-Knife River spinoff MDU Resources stock price. Likewise, the 2024 long-term incentive awards consisted solely of time-vesting restricted units granted by the MDU Resources compensation committee due to the then-pending Separation. Then, upon Separation, all outstanding MDU Resources equity awards, which consisted solely of MDU Resources time-vesting restricted stock units, held by company employees were converted to Everus time-vesting restricted stock units based on the pre-Separation MDU Resources stock price on October 31, 2024 compared to the post-Separation Everus stock price on November 1, 2024. The 2023 time-vesting restricted stock units are scheduled to vest in full on December 31, 2025, and the 2024 time-vesting restricted stock units are scheduled to vest in full on December 31, 2026, in each case, subject to continued employment with the company. See the “2024 Long-Term Incentives” section within the “Compensation Discussion and Analysis” for further details on MDU Resources long-term incentive program prior to the Separation and the company’s long-term incentive program following the Separation. 2 Value based on the number of unvested time-vesting restricted stock units reflected in column (g) multiplied by $65.75, the closing stock price of the company’s common stock on the last trading day of 2024. 3 Mr. Marcy did not hold any unvested stock awards as of December 31, 2024.

  96. Option Exercises and Stock Vested During 2024

    Option Exercises and Stock Vested During 2024

  97. Option Exercises and Stock Vested During 2024

    | | Stock Awards | | | Name (a) | Number of Shares Acquired on Vesting (#) (d)1 | Value Realized on Vesting ($) (e)2 | | Jeffrey S. Thiede | 21,199 | 1,455,266 | | Maximillian J Marcy | — | — | | Thomas D. Nosbusch | 4,364 | 299,583 | | Paul R. Sanderson | — | — | | Jon B. Hunke | 2,874 | 197,296 |

  98. Option Exercises and Stock Vested During 2024

    1 Reflects the aggregate number of shares that vested on December 31, 2024, under the 2022 MDU Resources awards, plus dividend equivalents. The 2022 awards initially consisted of MDU Resources time-vesting restricted stock units and performance shares, but with the Knife River spinoff, all outstanding MDU Resources equity awards were converted to MDU Resources time-vesting restricted stock units for employees still employed by MDU Resources at such time. Then, upon Separation, all outstanding MDU Resources equity awards, which consisted solely of MDU Resources time-vesting restricted stock units, held by company employees were converted to Everus time-vesting restricted stock units. 2 Calculated by multiplying the number of vested stock awards by the closing stock price of our common stock on the vest date, $65.75, plus dividend equivalents.

  99. Pension Benefits for 2024

    Pension Benefits for 2024 Messrs. Nosbusch and Hunke are participants in the MDU Resources Pension Plan, which applies to MDU Resources employees hired before 2006 and was amended to cease benefit accruals as of December 31, 2009. Following the Separation, MDU Resources retained responsibility for the pension plan liabilities related to Messrs. Nosbusch and Hunke. The company does not maintain a defined benefit pension plan for any of its named executive officers.

  100. Nonqualified Deferred Compensation for 2024

    Nonqualified Deferred Compensation for 2024

  101. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The Potential Payments upon Termination or Change in Control Table shows the payments and benefits our named executive officers would receive in connection with a variety of employment termination scenarios or upon a change in control. The scenarios include: •Voluntary Termination Not Associated With a Change in Control; •Death; •Disability; •Change in Control With “Qualifying Termination” (as defined below); and •Change in Control Without “Qualifying Termination”. For the named executive officers, the information assumes the terminations, resignations or the change in control occurred on December 31, 2024. The table excludes compensation and benefits our named executive officers would earn during their employment with us whether or not a termination or change of control event had occurred. The table also does not include benefits under plans or arrangements generally available to all salaried employees and that do not discriminate in favor of the named executive officers, such as accrued vacation pay, continuation of health care benefits, and life insurance benefits. The tables also do not include deferred compensation under the Everus EICP or the Everus DCP. These amounts are shown and explained in the “Nonqualified Deferred Compensation for 2024” table.

  102. Potential Payments upon Termination or Change in Control Table

    Potential Payments upon Termination or Change in Control Table

  103. Potential Payments upon Termination or Change in Control Table

    | Executive Benefits and Payments upon Termination or Change in Control | | Voluntary Termination Not Associated With a Change in Control ($) | Death ($) | Disability ($) | Change in Control (With Qualifying Termination) ($) | Change in Control (Without Qualifying Termination) ($) | | Jeffrey S. Thiede | | | | | | | | | Severance | — | — | — | 6,393,806 | — | | | Equity Awards | 1,128,352 | 1,801,005 | 1,801,005 | 3,710,487 | 1,692,529 | | | Total | 1,128,352 | 1,801,005 | 1,801,005 | 10,104,293 | 1,692,529 | | Maximillian J Marcy | | | | | | | | | Severance | — | — | — | 1,999,904 | — | | | Equity Awards | — | — | — | — | — | | | Total | — | — | — | 1,999,904 | — | | Thomas D. Nosbusch | | | | | | | | | Severance | — | — | — | 2,657,704 | — | | | Equity Awards | — | 416,451 | 416,451 | 911,005 | 338,479 | | | Total | — | 416,451 | 416,451 | 3,568,709 | 338,479 | | Paul R. Sanderson | | | | | | | | | Severance | — | — | — | 1,856,204 | — | | | Equity Awards | — | 670,805 | 670,805 | 1,394,225 | 618,323 | | | Total | — | 670,805 | 670,805 | 3,250,429 | 618,323 | | Jon B. Hunke | | | | | | | | | Severance | — | — | — | 1,112,704 | — | | | Equity Awards | — | 232,416 | 232,416 | 471,009 | 226,239 | | | Total | — | 232,416 | 232,416 | 1,583,713 | 226,239 |

  104. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing information regarding the Compensation Actually Paid (CAP), as defined by SEC rules, to our named executive officers versus company financial performance. As permitted by SEC rules, we are providing such disclosure for only 2024, because we were not a reporting company pursuant to Section 13(a) or 15(d) of the Exchange Act prior to such year. The CAP amounts shown in the table below do not reflect the actual amount of compensation earned by or paid to our named executive officers during the applicable year. Please refer to the “Compensation Discussion and Analysis” section in this Proxy Statement for a complete description of how executive compensation relates to company performance and how the compensation committee makes its decisions.

  105. Pay Versus Performance

    | Year1 | Summary Compensation Table Total Compensation for Principal Executive Officer (PEO)2 ($) | Compensation Actually Paid to PEO3 ($) | Average Summary Compensation Table Total Compensation for Non-PEO Named Executive Officers4 ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers5 ($) | Value of initial fixed $100 investment based on: | | Net Income8 (in thousands) ($) | Company Selected Measure - EBITDA, as Adjusted9 (in thousands) ($) | | | | | | | Total Stockholder Return6 ($) | Peer Group Total Stockholder Return7 ($) | | | | 2024 | 2,793,546 | 5,065,950 | 985,804 | 1,345,531 | 125.26 | 101.69 | 143,421 | 241,440 |

  106. Pay Versus Performance

    1 Our PEO for 2024 was Jeffrey S. Thiede. Our non-PEO named executive officers for 2024 were Maximillian J Marcy, Thomas D. Nosbusch, Paul R. Sanderson and Jon B. Hunke. 2 Represents Mr. Thiede’s total compensation as shown in the Summary Compensation Table (SCT) for 2024. 3 To arrive at 2024 CAP for Mr. Thiede, total compensation as reported in the SCT was adjusted for the following:

  107. Pay Versus Performance

    | SCT Total Compensation for the PEO | | $2,793,546 | | | less: Reported Value of Stock Awards in the SCTa | (1,152,171) | | | plus: Year-end Fair Value of Equity Awards Granted in the Year that are Unvested | 2,017,958 | | | plus: Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested | 761,832 | | | plus: Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | 644,785 | | CAP for the PEO | | $5,065,950 |

  108. Pay Versus Performance

    a Equity compensation grant date and year-end fair value for time-vesting awards were determined by the closing stock price on the date of grant or year-end, as applicable. 4 Represents the average total compensation of our non-PEO named executive officers as shown in the SCT for 2024. 5 To arrive at the Average 2024 CAP for our non-PEO named executive officers, total compensation as reported in the SCT was adjusted for the following:

  109. Pay Versus Performance

    | Average of SCT Total Compensation for Non-PEO Named Executive Officers | | $985,804 | | | less: Reported Value of Stock Awards in the SCTa | (227,421) | | | plus: Year-end Fair Value of Equity Awards Granted in the Year that are Unvested | 398,300 | | | plus: Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested | 133,823 | | | plus: Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | 55,025 | | Average CAP for the Non-PEO Named Executive Officers | | $1,345,531 |

  110. Pay Versus Performance

    a Equity compensation grant date and year-end fair value for time-vesting awards were determined by the closing stock price on the date of grant or year-end, as applicable. 6 Represents value of $100 invested in company stock on November 1, 2024 (the date we became an independent publicly traded company) assuming dividends are reinvested in company stock at the frequency paid. 7 Represents the value of $100 invested in the company’s peer group on November 1, 2024 (the date we became an independent publicly traded company) assuming dividends are reinvested in each component issuer’s company stock in the peer group at the frequency paid. For purposes of this disclosure for 2024, our peer group was selected by our management that includes public companies within our industry. The companies in the peer group were selected to represent a broad group of publicly held corporations with operations similar to ours, and includes Comfort Systems USA, Inc., EMCOR Group Inc., IES Holdings, Inc., MYR Group, Inc., MasTec, Inc., Primoris Services Corporation and Quanta Services (Peer Group). This Peer Group is the same peer group used in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2024 Annual Report on Form 10-K. For purposes of calculating the Peer Group total stockholder return, the total stockholder returns of each component issuer of the group were weighted according to the respective issuers’ stock market capitalization on November 1, 2024. 8 Represents GAAP Net income reported for the company in 2024. Net income for periods prior to the Separation was attributable to MDU Resources’ construction services segment. 9 EBITDA is a non-GAAP financial measure and is calculated by adding back interest expense, income taxes, depreciation and amortization to net income. EBITDA, as adjusted, is a non-GAAP financial measure and is defined as EBITDA, with adjustments for specific situations approved by the compensation committee. Potential adjustments include the effect on EBITDA from asset sales, dispositions or retirements; effect on EBITDA from transaction costs incurred for acquisitions, divestitures, mergers, spin-offs, or other strategic transactions, including differences in interest costs from those assumed in the company’s original plan; the effect on EBITDA from withdrawal liabilities relating to multiemployer pension plans; effect on EBITDA of corporate overhead allocation difference; and the effect on EBITDA of approved retention agreement costs which differ from costs included in the company’s original plan.

  111. Descriptions of the Information Presented in the Pay Versus Performance Table

    Descriptions of the Information Presented in the Pay Versus Performance Table We are providing the following graphics to illustrate the relationship between our PEO CAP and our non-PEO named executive officers’ CAP as a group and company performance, as set forth and described in and under the “Pay Versus Performance” table, including the company’s net income and EBITDA, as adjusted. In addition, we are providing a graphic to illustrate the relationship between the company’s total stockholder return (TSR) and our Peer Group’s TSR.