DEF 14A of Everus Construction Group, Inc., Mar 27, 2026

DEF 14A of Everus Construction Group, Inc.

Filed Mar 27, 2026 · FY20250002015845-26-000019

Open on EDGAR

  1. About Everus

    About Everus Our common stock is traded on the New York Stock Exchange (NYSE), under the ticker symbol “ECG”, and we are a member of the S&P SmallCap 600® index. We operate throughout most of the United States through two reportable operating segments: E&M and T&D. We deliver services through our 15 wholly-owned operating companies, which go to market under 19 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. During 2025, we served approximately 4,000 customers across more than 44,000 projects throughout the United States.

  2. About Everus

    | | 2025 Performance Snapshot | | | | | $3.75 Billion | $454.1 Million | $201.8 Million | $319.8 Million | $3.23 Billion | | Revenues | Gross Profit | Net Income | EBITDA1 | Backlog |

  3. About Everus

    | ▲ | Revenues increased to $3.75 billion in 2025, compared to $2.85 billion in 2024. E&M revenues rose $886.7 million to $2.91 billion, and T&D revenues increased $10.0 million to $835.7 million. | | ▲ | Our gross profit increased to $454.1 million in 2025, compared to $339.5 million in 2024. | | ▲ | Net income increased to $201.8 million, or diluted earnings per share (EPS) of $3.95, in 2025, compared to $143.4 million, or diluted EPS of $2.81, in 2024. | | ▲ | Earnings before interest, taxes, depreciation and amortization (EBITDA) increased to $319.8 million in 2025, compared to $232.2 million in 2024. | | ▲ | Backlog increased to $3.23 billion at the end of 2025, compared to $2.78 billion at the end of 2024. | | 1 | EBITDA is a non-Generally Accepted Accounting Principles (GAAP) in the United States financial measure. See “Appendix A” at the end of this Proxy Statement for the definition of EBITDA and a reconciliation of EBITDA to the closest GAAP financial measure. |

  4. About Everus

    | Awards and Recognition | | | | 12th | 5th | | | Engineering News-Record Magazine’s 2025 Top 600 Specialty Contractors List | Electrical Construction & Maintenance Magazine’s 2025 Top 50 Electrical Contractors | | | According to Solar Power World, our operating brand Bombard Renewable Energy is among the top U.S. solar installation providers. | | Everus Construction Group was named to Forbes’ America’s Most Successful Small‑Cap Companies list for 2026, based on performance metrics compiled by Forbes using FactSet data. Inclusion does not constitute an endorsement by Forbes or predict future performance. |

  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 Chief Executive Officer (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 Non-Employee 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. Director Nominees

    Director Nominees The board recommends a vote FOR the election of each of the following eight director nominees. See the section entitled “Board of Directors” for further information. The nominees’ ages are current as of March 16, 2026. Additional information about each director’s background and experience can be found beginning on page 12.

  8. Director Nominees

    | Name | Age | Director Since1 | Primary Occupation | Independent | Board Committees | | Michael S. Della Rocca | 70 | 2024 | Former partner of McKinsey & Co. and former Americas chief executive officer of AECOM | ✓ | • Compensation | | | | | | | • Nominating and Governance | | Helena Hernandez | 56 | 2025 | Former vice president of smart grid and innovation at Florida Power & Light, a NextEra Energy, Inc. company | ✓ | • Compensation | | | | | | | • Nominating and Governance | | Dale S. Rosenthal | 69 | 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 | 72 | 2018 | Former executive vice president and general counsel of Marriott International | ✓ | • Audit | | | | | | | • Nominating and Governance (Chair) | | David M. Sparby | 71 | 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 | 64 | 2024 | President and chief executive officer of Everus Construction Group, Inc. | | Executive officer | | Clark A. Wood | 64 | 2024 | Former market president for U.S. Bank (Las Vegas) | ✓ | • Audit | | | | | | | • Nominating and Governance | | Betty R. Wynn | 67 | 2024 | Former senior vice president and chief financial officer of MYR Group | ✓ | • Audit | | | | | | | • Compensation (Chair) | | 1 Includes time of service on the MDU Resources board of directors prior to the Separation for Ms. Rosenthal and Messrs. Della Rocca, Ryan, and Sparby. | | | | | |

  9. Director Nominees Snapshot

    Director Nominees Snapshot Everus’ board combines fresh perspectives with deep industry and governance experience, creating a powerful foundation for our success. This synergy reflects a deliberate balance between continuity and innovation—seasoned leaders bring decades of expertise in construction services, finance, risk management, and corporate governance, while newer members contribute forward-thinking approaches and diverse insights. Together, this collective strength enables Everus to pursue aggressive growth strategies, including expanding our national platform and enhancing operational capabilities, while maintaining rigorous compliance standards and robust oversight. We believe the board’s expertise in areas such as strategic planning, mergers and acquisitions, technology, and human capital management ensures that Everus is well-positioned to adapt to evolving market demands and seize opportunities for long-term value creation. Their commitment to strong governance practices fosters transparency and accountability, reinforcing stakeholder trust. By leveraging this dynamic mix of experience and vision, Everus is driving operational excellence, cultivating a resilient workforce, and advancing initiatives that align with our strategic priorities—Employees, Value, Execution, and Relationships.

  10. Director Nominees Snapshot

    | | | | | | | | Independence | | Average Tenure | | Gender Diversity | | | 88% | | 4 Years | | 38% | | | The board has determined that all director nominees, other than Mr. Thiede, our president and CEO, 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. | | Three out of eight director nominees are women. | |

  11. Director Nominees Snapshot

    | Compensation Highlights |

  12. Director Nominees Snapshot

    The compensation committee, with board approval for the CEO, determined the compensation of our named executive officers (NEOs), for 2025 and continued their focus on compensation decisions that were designed to ensure the interests of our NEOs were aligned with those of our stockholders and the performance of our company. As a result, NEO compensation for 2025 included a market competitive base salary with an annual cash incentive based on the achievement of certain financial and operational performance measures and a long-term equity incentive designed to foster retention and provide a reward for the achievement of financial performance measures and to further align the interests of our NEOs with those of stockholders. Our executive compensation program is based on providing compensation opportunities to attract and retain top talent who can help drive short and long-term business results. In addition, the compensation program is structured to align compensation with the company’s financial and operational performance as a substantial portion of our NEOs’ compensation is directly linked to performance-based incentive awards. Our compensation practices help support our compensation philosophy and provide for effective compensation governance.

  13. Director Nominees Snapshot

    | ▲ | Over 80% of our chief executive officer’s target total compensation and approximately 67% on average of our other NEOs’ target total compensation was at-risk, excluding sign-on and one-time awards. | | ▲ | 100% of our NEOs’ annual cash incentive was performance-based and tied to rigorous, pre-established financial and operational performance measures. For 2025, the compensation committee, with approval by the board, granted long-term equity incentive awards that had a mix of performance share awards (PSAs) and time-vesting restricted stock units (RSUs). The PSAs represented 60% of each NEO’s long-term equity incentive target and are tied to rigorous, pre-established financial performance measures. The RSUs represented 40% of each NEO’s long-term equity incentive target. |

  14. ITEM 1. ELECTION OF DIRECTORS

    ITEM 1. ELECTION OF DIRECTORS The board currently consists of eight 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 2027 annual meeting or 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. Each director will 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 eight 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 eight 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 March 16, 2026.

  15. ITEM 1. ELECTION OF DIRECTORS

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

  16. 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.

  17. Director Nominees

    Director Nominees

  18. 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: 70 Independent Director Since1: 2024 | | | | | | Contributions to the 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. | | | •Compensation Committee | ▲ | Board experience as an independent non-executive director at public, private, non-profit and academic institutions. | | | •Nominating and Governance Committee | | | | | | Select Professional and Community Contributions | | | | Attributes and Skills | ▲ | Former director of MDU Resources, a publicly traded energy delivery business, from August 2024 until the Separation in October 2024, and former audit committee and environmental and sustainability committee member. | | | •Industry Experience | ▲ | Independent director of Tower Engineering Professionals, a telecommunication engineering and construction services organization, since 2023. | | | •Strategy/Business Development/M&A | ▲ | Independent director of GFT, formerly Gannett Fleming, a private global infrastructure and engineering firm providing professional services, since 2023. | | | •Risk Management and Compliance | ▲ | Independent director of Certerra, formerly 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. | | | •Executive Management/Board Experience | ▲ | Independent director of Trinity Consultants, Inc., an environmental consulting firm specializing in environmental, health, and safety, since 2022. | | | •Legal/Corporate Governance | ▲ | Chair 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. | | | •Accounting/Audit | | | | | •Finance/Capital Market | ▲ | Former director of Infrastructure and Energy Alternatives (IEA) from 2020 to 2022, a public construction company specializing in renewable energy and heavy civil projects throughout the United States, serving on the compensation and bid review committees and chaired the special committee for recapitalization. | | | •Human Capital Management | | | | | •Environmental/Sustainability and Safety | | | | | | 1 | Includes time of service on the MDU Resources board of directors prior to the Separation |

  19. Director Nominees

    | | | | | | | | Career Highlights | | | | | Helena M. Hernandez brings more than 25 years of leadership experience in the energy and electric utility sectors, with a strong focus on renewable energy, smart grid innovation, and operational excellence. Ms. Hernandez held senior executive roles at Florida Power & Light, a rate‑regulated electric utility company, and at NextEra Energy Resources, an energy infrastructure and power generation company, both subsidiaries of NextEra Energy, where she led transformative initiatives in solar, wind, and battery storage operations. Ms. Hernandez served as vice president, smart grid and innovation from January 2021 to April 2023; vice president, solar and battery storage operation from January 2020 to January 2021; vice president, wind operations from November 2018 to January 2020; and vice president, central maintenance power generation division from November 2016 to November 2018. Her earlier career also included operational and commercial positions with General Electric and Lockwood Greene International, an engineering, architecture, and construction management firm specializing in industrial and manufacturing facilities. | | | | Helena M. Hernandez | | | | | Former vice president of smart grid and innovation at Florida Power & Light, a NextEra Energy, Inc. company Age: 56 Independent Director Since: 2025 | | | | | | Contributions to the Board | | | | Committee Membership | ▲ | Extensive experience in the utility, transmission and distribution, renewable energy and service sector. | | | •Compensation Committee | ▲ | Extensive leadership in solar, wind, and battery storage operations, driving large-scale deployment and optimization of renewable assets. | | | •Nominating and Governance Committee | ▲ | Broad operating management and advanced technologies expertise, driving innovation and enhancing organizational performance. | | | | ▲ | Extensive collaboration within matrix organizations, engaging with human resources, safety, legal, information technology, regulatory, cybersecurity, business development and risk management. | | | Attributes and Skills | | | | | •Industry Experience | Select Professional and Community Contributions | | | | •Emerging Technologies and Innovation | ▲ | Current executive advisor for Mindslines, a leadership‑development firm that provides coaching‑driven, behavior‑focused development programs using data-enabled tools supporting first‑time and emerging managers to become effective leaders, since April 2024. | | | •Strategy/Business Development | | | | | •Information Technology | ▲ | Current senior advisor for Percepto Robotics Ltd, a company specializing in autonomous drone solutions for industrial inspection and monitoring, since May 2025. | | | •Risk Management and Compliance | ▲ | Current fundraising chair for Aldaba Foundation, a nonprofit organization dedicated to empowering individuals and communities through education and social support, since January 2024. | | | •Human Capital Management | ▲ | Former external advisor to senior leadership of a publicly traded utility company on industry leading performance initiatives and strategy engaged through a third-party professional services firm, AllSource PPS, from October 2024 to January 2026. | | | •Executive Management | | | | | •Environmental/Sustainability and Safety | | |

  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, (Clark) 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, LLC Age: 69 Independent Director Since1: 2021 | | | | | | Contributions to the 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 | | | | | •Compensation Committee | Select Professional and Community Contributions | | | | •Nominating and Governance Committee | | | | | | ▲ | Former director of MDU Resources, a publicly traded energy delivery business, from May 2021 until the Separation in October 2024, and served as the environmental and sustainability committee chair, and as a member of each of the nominating and governance committee and audit committee. | | | Attributes and Skills | | | | | •Executive Management/Board Experience | ▲ | Current 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. | | | •Industry Experience | | | | | •Accounting/Audit | ▲ | Current trustee emerita of Cornell University since July 2025 and former member of the Board of Trustees from June 2017 from June 2025, serving on the finance and building and properties committees. | | | •Finance/Capital Markets | | | | | •Strategy/Business Development/M&A | ▲ | Current 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. | | | •Risk Management and Compliance | ▲ | 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. | | | •Human Capital Management | | | | | •Emerging Technologies and Innovation | | | | | •Environmental/Sustainability and Safety | | | | | •Legal/Corporate Governance | 1 | Includes time of service on the MDU Resources board of directors prior to the Separation. |

  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, Inc. (Marriott International), publicly traded global hospitality company, 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, Inc. Age: 72 Independent Director Since1: 2018 | | | | | | Contributions to the 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) | ▲ | Current director of the Greater Yellowstone Coalition, a nonprofit organization dedicated to protecting and preserving the lands, waters, and wildlife of the Greater Yellowstone Ecosystem in Montana, Idaho and Wyoming, since 2025. | | | Skills and Attributes | ▲ | Former director of MDU Resources, a publicly traded energy delivery business, from November 2018 until the Separation in October 2024, and served as the nominating and governance committee chair and as a member of the audit committee. | | | •Legal/Corporate Governance | ▲ | Current director of Best Kept Buildings, a non-profit organization affiliated with Goodwill of Greater Washington, D.C. since November 2025, whose mission is to help provide employment opportunities for people with significant disabilities by securing Federal maintenance contracts in accordance with the AbilityOne Program. | | | •Executive Management/Board Experience | | | | | •Risk Management and Compliance | ▲ | Current director of the C&O Canal Trust, the non-profit partner of the Chesapeake & Ohio Canal National Historical Park, since 2022. The C&O Canal Trust works in conjunction with the National Park Service and local communities for park preservation and enjoyment by visitors to the park. | | | •Strategy/Business Development/M&A | | | | | •Financial Experience | ▲ | 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. | | | •Human Capital Management | | | | | •Emerging Technologies and Innovation | | | | | | ▲ | Board advisor of Workbox Company, a startup company that provides collaborative coworking space and accelerator services, since January 2020. | | | | 1 | Includes time of service on the MDU Resources board of directors prior to the Separation. |

  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. (Xcel Energy) 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, Inc. and president and chief executive officer of its subsidiary, NSP-Minnesota Age: 71 Independent Director Since1: 2018 | Contributions to the 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 public company directorship, including service as chair of an audit committee. | | | | ▲ | Extensive knowledge of corporate governance, risk management, compliance, strategic planning and human capital management. | | | Committee Membership | Select Professional and Community Contributions | | | | •Audit Committee (Chair) | ▲ | 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. | | | •Compensation Committee | | | | | Skills and Attributes | ▲ | 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. | | | •Executive Management/Board Experience | ▲ | 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. | | | •Accounting/Audit | | | | | •Financial/Capital Markets | | | | | •Risk Management and Compliance | | | | | •Strategy/Business Development/M&A | | | | | •Industry Experience | | | | | •Legal/Corporate Governance | | | | | •Human Capital Management | | | | | •Environmental/Sustainability and Safety | | | | | •Emerging Technologies and Innovation | 1 | Includes time of service on the MDU Resources board of directors prior to the Separation. |

  23. Director Nominees

    | | | | | | | | Career Highlights | | | | | Jeffrey S. Thiede has served as president of the company since its formation in February 2024, and has served as president and chief executive officer and as a director since November 2024, following the completion of the Separation. Mr. Thiede serves as president and chief executive officer of Everus Construction, Inc. (Everus Construction), 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, Inc. | Contributions to the Board | | | | Age: 64 Director and President and Chief Executive Officer Since: 2024 | ▲ | 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. | | | Skills and Attributes | Select Professional and Community Contributions | | | | •Executive Management/Board Experience | ▲ | Officer and director of various operating companies of Everus since 2006. | | | •Industry Experience | ▲ | Executive team leader of Occupational Safety and Health Administration 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. | | | •Strategy/Business Development/M&A | | | | | •Risk Management and Compliance | ▲ | 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. | | | •Accounting/Financial Experience | | | | | •Human Capital Management | ▲ | 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. | | | •Environmental/Sustainability and Safety | | | | | •Legal/Corporate Governance | | | | | •Information Technology/Cybersecurity | | | | | •Emerging Technologies and Innovation | | |

  24. Director Nominees

    | | | | | | | | Career Highlights | | | | | Clark A. Wood has over 36 years of experience in the gaming and financial sectors. Mr. Wood served as the market president for U.S. Bank, a publicly traded financial services holding company, 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. Prior to that, he served as the managing director for Wells Fargo & Company’s gaming business, a specialized commercial and investment banking platform. | | | | Clark A. Wood | | | | | | Contributions to the Board | | | | Former market president for U.S. Bank (Las Vegas) Age: 64 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. | | | | ▲ | Familiarity with complex financial regulations and compliance requirements, ensuring the organization adheres to legal and ethical standards. | | | Committee Membership | Select Professional and Community Contributions | | | | •Audit Committee | | | | | •Nominating and Governance Committee | ▲ | Current board member of Las Vegas Global Economic Alliances, a public‑private, nonprofit economic development organization, since June 2015 and was named chair in 2023. | | | Skills and Attributes | ▲ | Current member of the board of trustees of the Desert Research Institute Foundation, a leading research institution based in Nevada, since 2025. | | | •Executive Management/Board Experience | ▲ | Current member of the Nevada State Bank’s Advisory Board, group of influential business and community leaders who provide strategic guidance and insight to help the bank better serve the financial needs of Nevadans, since 2025. | | | •Accounting/Audit | | | | | •Finance/Capital Market | ▲ | Independent contractor for a privately held gaming operator in Nevada, providing financial consultation and services, since April 2025. | | | •Risk Management and Compliance | | | | | •Strategy/Business Development/M&A | ▲ | 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. | | | •Legal/Corporate Governance | | | | | •Emerging Technologies and Innovation | ▲ | 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 has over 25 years of experience with electrical construction companies. Ms. Wynn served as senior vice president and chief financial officer of MYR Group, Inc. (MYR Group), 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’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, former chair of the audit committee from 2019 to 2024, and current member of the audit and nominating and governance committees. | | | | Betty R. Wynn | | | | | Former senior vice president and chief financial officer of MYR Group, Inc. Age: 67 Independent Director Since: 2024 | | | | | | Contributions to the 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. | | | | ▲ | Board experience as director of publicly traded companies to provide insight risk management, compensation, finance and governance practices. | | | Committee Membership | ▲ | 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 | | | | Skills and Attributes | ▲ | Current director of Atkore, Inc., a publicly traded global manufacturer of electrical, safety, and infrastructure solutions, since 2018 and current member of the audit and nominating and governance committees. | | | •Executive Management/Board Experience | ▲ | Former director of MYR Group, 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. | | | •Industry Experience | | | | | •Accounting/Audit | ▲ | 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. | | | •Finance/Capital Market | | | | | •Human Capital Management | Other Current Public Company Boards | | | | •Strategy/Business Development/M&A | ▲ | Atkore, Inc. | | | •Risk Management and Compliance | | | | | •Information Technology/Cybersecurity | | |

  26. Director Compensation for 2025

    Director Compensation for 2025 Our non-employee directors are compensated for their service according to the amended Everus Director Compensation Policy (director compensation policy). Jeffrey S. Thiede, our president and chief executive officer, serves as a director. He does not receive any additional compensation for his service on the board. Director compensation is reviewed annually by the compensation committee. The compensation committee’s independent compensation consultant, Meridian, provided an analysis, in May 2025, for the company’s director compensation for 2025 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. Following this analysis and review, the compensation committee determined not to make any increases to director compensation. The company’s mix of annual cash and equity compensation provides for an appropriate mix of fixed income for services rendered as a director combined with equity compensation that highlights the directors’ responsibilities, including company oversight of various matters and a commitment to stockholder value creation. The director compensation policy in effect from January 1, 2025 to May 19, 2025, provided that each non-employee director receive an annual grant of fully vested common stock on a calendar year basis. However, effective as of May 22, 2025, the compensation committee and the board revised the director compensation policy to instead provide for equity compensation in the form of time-vesting RSUs. As such, the compensation committee and board approved the revised annual compensation for our non-employee directors, effective May 22, 2025, as set forth in the table below. If a non-employee director’s term begins on a date other than the date of the company’s annual meeting of stockholders, the annual cash and equity retainers will be prorated based on the number of actual or expected months (with a partial month counted as a full month) of service on the board during the applicable director compensation year. As noted above, the only change to the director compensation policy in 2025 was to the form of equity compensation.

  27. Director Compensation for 2025

    | | ($) | | 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 Time-Vesting RSUs Grant - Non-Executive Chair | 175,000 | | Annual Time-Vesting RSUs Grant - Directors (other than Non-Executive Chair) | 150,000 |

  28. Stock Ownership Policy

    | Name | Fees Earned or Paid in Cash ($)1 | Stock Awards ($)2,3 | All Other Compensation ($)4 | Total ($) | | Michael S. Della Rocca | 110,000 | 228,847 | 114 | 338,961 | | Helena M. Hernandez | 55,000 | 141,015 | 57 | 196,072 | | Dale S. Rosenthal1 | 210,000 | 266,997 | 114 | 477,111 | | Edward A. Ryan | 125,000 | 228,847 | 114 | 353,961 | | David M. Sparby | 130,000 | 228,847 | 9,517 | 368,364 | | Clark A. Wood | 110,000 | 228,847 | 114 | 338,961 | | Betty R. Wynn | 125,000 | 228,847 | 114 | 353,961 |

  29. Pay for Performance

    Pay for Performance To ensure the interests of our NEOs are aligned with those of our stockholders and the performance of our company, the majority of our NEOs’ compensation is dependent on the achievement of company performance targets and long-term incentives, which are tied to financial and operational metrics. In addition to the annual cash incentive award opportunities, the compensation committee, with board approval for the CEO, granted a mix of time-vesting RSUs and PSAs, in February 2025. The mix of RSUs and PSAs promote the retention of NEOs, while at the same time keeping NEOs motivated on driving long-term financial success and creating long-term stockholder value.

  30. Annual Base Salary

    Annual Base Salary We provide our NEOs 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 NEOs receive a relatively smaller percentage of their overall target total compensation in the form of base salary. In establishing base salaries, the compensation committee considers each NEO’s experience, tenure, individual performance, the scope and complexities of their responsibilities, internal equity, whether the base salary is competitive as measured against the base salaries of similarly situated executives in our compensation peer group, market compensation data, and general economic conditions. The compensation committee reviews the base salaries of our NEOs on an annual basis to ensure they remain competitive for an independent public company and are in line with our compensation peer group, market compensation data and general economic conditions. 2025 base salaries for our NEOs, excluding Mr. Sznewajs, remained unchanged from the 2024 post-Separation base salaries due to the timing of such event happening toward the end of the fiscal year. Mr. Sznewajs joined the company in April 2025 and was provided a base salary based on a review of market analysis provided by Meridian and the compensation committee’s review of responsibilities, experience and internal equity for his new role as an executive officer of Everus. Refer to the “Compensation Decision Process for 2025” section within this CD&A for further details on the compensation decision process for 2025 and the “2025 Base Salary” section within this CD&A for actual base salary amounts approved.

  31. Annual Cash Incentive Awards

    Annual Cash Incentive Awards We offer annual cash incentive award opportunities for our NEOs that link pay to performance by rewarding achievement of financial and operational performance measures, which are designed to ensure that our NEOs are focused and accountable for our success and profitability. 2025 target annual cash incentive awards, based on a percentage of the NEO’s base salary, remained unchanged from the 2024 post-Separation target annual cash incentive awards for our NEOs, excluding Mr. Sznewajs, due to the timing of such event happening toward the end of the fiscal year. Mr. Sznewajs, who joined the company in April 2025, was provided a target annual cash incentive award reflective of his new role within our company. Mr. Sznewajs’ actual annual incentive compensation for 2025 was prorated to reflect his time served in the position held during the year. The annual cash incentive award opportunities for our NEOs were tied to achievement of financial and operational performance measures, as approved by the compensation committee and by the board for the CEO, prorated for time served in each position as an executive officer of Everus, as applicable. In February 2025, the compensation committee, with board approval for the CEO, also approved the threshold, target and maximum payout opportunity levels. The compensation committee received input, analysis and recommendations from Meridian and the CEO, who provided input for the other NEOs excluding himself. The actual annual cash incentive realized was determined by multiplying the target award by the payout percentage associated with the achievement of the NEO’s applicable performance measures, subject to proration for time served in each position, as described below. The applicable annual cash incentive award performance measures for our NEOs, selected by the compensation committee and the board, were: Adjusted EBITDA (as defined below under “2025 Annual Cash Incentives—2025 Performance Measures”) and TRIR. See the “2025 Annual Cash Incentives” section within this CD&A for further details on our company’s annual cash incentive program.

  32. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards 2025 target annual long-term equity incentive awards, based on a percentage of the NEO’s base salary, remained unchanged from the 2024 post-Separation target annual long-term equity incentive awards for our NEOs, excluding Mr. Sznewajs, due to the timing of such event happening toward the end of the fiscal year. In February 2025, the compensation committee, with board approval for the CEO, approved long-term equity incentive grants for our NEOs, other than Mr. Sznewajs, consisting of a mix of RSUs and PSAs. Mr. Sznewajs’ long-term equity incentive grants were approved by the compensation committee in May 2025 in connection with his April 2025 hiring. The long-term incentive opportunity consisted of 60% PSAs that align long-term compensation with achievement of pre-defined financial performance measures and 40% time-vesting RSUs, subject to continued employment. The RSUs are used as a retention tool for our NEOs and the PSAs promote long-term company growth and align the NEOs’ interests with those of stockholders. The RSUs are generally scheduled to vest ratably over a three-year period, in equal installments, beginning with the first anniversary of the grant date, as long as the NEO remains continuously employed with the company. The PSAs are scheduled to cliff-vest at the end of the three-year performance period ending December 31, 2027, subject to continued service, and are tied to achievement of specific performance measures as determined by the compensation committee, with 50/50 allocation between Adjusted EBITDA and relative total shareholder return (TSR). See the “2025 Long-Term Incentives” section within this CD&A for further details on the company’s long-term incentive program.

  33. New Hire Awards for Mr. Sznewajs

    New Hire Awards for Mr. Sznewajs In April 2025, in connection with the hiring of Mr. Sznewajs as the company’s VP of Corp. Dev. & Strategy, in addition to approving Mr. Sznewajs’ annual base salary, annual cash incentive award and annual long-term equity incentive awards, the compensation committee also approved a one-time sign-on bonus of $110,000 and a one-time sign-on time-vesting RSU award with a target value of $570,000. See the “Letter Agreements” within the “Narrative Discussion Relating to the Summary Compensation Table and Grants of Plan-Based Awards Table” section of this Proxy Statement details on the new hire awards.

  34. Compensation Decision Process for 2025

    | Meeting | | Compensation Decisions | | November 2024 Compensation Committee Meeting | • | Re-affirm previous approval by MDU Resources compensation committee of post-Separation base salary, 2025 base salary, and 2025 target award opportunities for annual cash incentive and long-term equity incentive awards. | | | • | Approve and adopt the Change in Control Severance Plan. | | 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 RSUs and payment of dividend equivalents. | | | • | Approve offer letter for Mr. Sznewajs. | | | • | Approve 2025 annual cash incentive performance measures, performance levels, and payout opportunities. | | | • | Approve 2025 grant of long-term equity incentive awards for the NEOs, other than Mr. Sznewajs, including RSUs and PSAs and associated performance measures, performance levels and payout opportunities. | | May 2025 Compensation Committee Meeting | • | Approve 2025 grant of long-term equity incentive awards for Mr. Sznewajs, including RSUs and PSAs. | | February 2026 Compensation Committee Meeting | • | Approve results and payouts of 2025 annual cash incentives. | | | • | Approve issuance of common stock for the 2023-2025 time-vesting RSUs and payment of dividend equivalents. | | | • | Approve issuance of common stock for the first tranche of 2025-2027 time-vesting RSUs. |

  35. New Hire Compensation Process

    New Hire Compensation Process As outlined in the table above, in February 2025, the compensation committee approved the terms of Mr. Sznewajs’ offer letter dated March 18, 2025, setting forth his compensation for the role of vice president of corporate development & strategy of Everus, upon review of market data analysis provided by Meridian and the compensation committee’s review of responsibilities, experience and internal equity. The compensation benchmarking peer group disclosed under the “Compensation Benchmarking Peer Group” section of this CD&A was utilized to determine annual base salary, target annual cash incentive opportunity, and target long-term equity incentive opportunity. See “Letter Agreements” under the “Narrative Discussion Relating to the Summary Compensation Table and Grants of Plan-Based Awards Table” section of this Proxy Statement for further information regarding Mr. Sznewajs’ compensation agreement.

  36. Allocation of Target Total Compensation for 2025

    Allocation of Target Total Compensation for 2025 Target total compensation consists of base salary plus target annual cash and long-term equity incentive compensation. Incentive compensation, which consists of annual cash incentive and long-term equity incentive awards, comprises the largest portion of our NEOs’ target total compensation because: •variable compensation helps ensure focus on goals that are aligned with overall company strategy; •our NEOs are in positions of authority to drive results, and therefore, bear high levels of responsibility for our corporate performance; •annual cash incentive compensation is at-risk and dependent upon company performance and the satisfaction of performance objectives; and •equity awards better promote long-term company growth and performance and align the NEOs’ interests with those of stockholders by making a significant portion of their target compensation contingent upon the future value of our common stock. The compensation committee’s philosophy is to generally allocate a higher percentage of target total compensation to the target long-term equity incentive versus the target annual cash incentive for high-level executives because they are in a better position to influence a company’s long-term performance. The long-term equity incentive awards are paid in common stock once the awards are earned and fully vested. These long-term equity incentive awards, combined with our stock retention requirements and our stock ownership policy, promote ownership of our common stock by our NEOs. As a result, the compensation committee believes the NEOs, as stockholders themselves, will be motivated to deliver long-term value to all stockholders.

  37. Peer Groups

    Peer Groups 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.

  38. Compensation Benchmarking Peer Group

    Compensation Benchmarking Peer Group The compensation committee, with advice from Meridian, determined a peer group that it believes aligns with the company’s business and size to measure and benchmark the compensation of our NEOs. Meridian 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. Meridian then used this peer group along with other market survey information to provide market data and analysis to the compensation committee for decision making purposes regarding executive compensation for our NEOs. To provide compensation analysis for post-Separation and 2025 executive compensation, a 2024 compensation benchmarking peer group was created that 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, with median revenues of $3.8 billion. The 2024 compensation benchmarking peer group was initially used by the MDU Resources compensation committee, and subsequently by the compensation committee, for post-Separation and 2025 executive compensation for our CEO, CFO and CLO and consisted of the following companies:

  39. Compensation Benchmarking Peer Group

    | Compensation Peer Companies | | | | | 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. |

  40. Compensation Benchmarking Peer Group

    Meridian also completed a broader 2024 compensation analysis using compensation data for a sample of 34 construction and engineering, environmental and facilities services, construction materials and building products companies from Willis Towers Watson’s 2023 General Industry Executive Compensation Survey. The median revenue of the 34 companies in the compensation survey group was approximately $4.2 billion, ranging in size from $700 million to $9.5 billion. The compensation analysis was initially used by MDU Resources compensation committee, and subsequently by the compensation committee, for post-Separation and 2025 executive compensation for our COO. During 2025, Meridian completed a broader 2025 compensation analysis using industry specific compensation data for a sample of 30 construction and engineering, environmental and facilities services, building products, and research and consulting services companies from Willis Towers Watson’s 2024 General Industry Executive Compensation Survey in addition to general industry data split evenly for companies with revenue between $1 billion and $3 billion and companies with revenue between $3 billion and $6 billion. Of the 30 industry specific survey companies, seven are included in the compensation benchmarking peer group utilized for the CEO, CFO, and CLO. This survey data was used by the compensation committee to establish 2025 executive compensation for our new VP of Corp. Dev. & Strategy.

  41. 2025 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 | 850,000 | 935,000 | 2,550,000 | 4,335,000 | 110% | 300% | | Maximillian J Marcy | 438,000 | 350,400 | 657,000 | 1,445,400 | 80% | 150% | | Thomas D. Nosbusch | 550,000 | 495,000 | 825,000 | 1,870,000 | 90% | 150% | | Paul R. Sanderson | 435,000 | 304,500 | 478,500 | 1,218,000 | 70% | 110% | | Timothy R. Sznewajs1 | 402,500 | 281,750 | 362,250 | 1,046,500 | 70% | 90% |

  42. 2025 Annual Cash Incentives

    2025 Annual Cash Incentives

  43. Everus Executive Incentive Compensation Plan

    Everus Executive Incentive Compensation Plan The company’s Executive Incentive Compensation Plan (EICP) provides an annual cash incentive opportunity to NEOs in order to focus their efforts on the achievement of specified performance objectives. A target annual cash incentive award for each participant within the EICP is expressed as a percentage of each participant’s base salary. These percentages vary by position to reflect larger reward opportunity for positions having greater effect on the establishment and accomplishment of the performance objectives. Payment of awards is based upon the level of actual performance achieved relative to the established performance measures, from 0% to 200% of target, as determined by the compensation committee, with board approval for the CEO, for the applicable year. The compensation committee has final discretion to determine the actual award payment levels, method of payment, and whether or not payments will be made for any EICP year. At the end of the EICP year, actual performance results in relation to each of the target performance measures is provided to the compensation committee, who then approves and certifies the results and determines the payout amount of each participant’s annual cash incentive award.

  44. 2025 Annual Incentive Awards

    2025 Annual Incentive Awards For 2025, the compensation committee with board approval for the CEO, re-affirmed the previous approval by the MDU Resources compensation committee of target annual cash incentive awards for our NEOs, except for Mr. Sznewajs, based on a percentage of such NEO’s base salary. The 2025 target annual cash incentive awards remained the same as 2024 post-Separation target annual cash incentive awards given the timing of the Separation in October 2024. The compensation committee determined the 2025 target annual cash incentive award for Mr. Sznewajs, who joined the company in April 2025.

  45. 2025 Annual Incentive Awards

    | Name | Annual Base Salary $ | Target Annual Cash Incentive % (% of Base Salary) | Target Annual Cash Incentive $ | | Jeffrey S. Thiede | 850,000 | 110% | 935,000 | | Maximillian J Marcy | 438,000 | 80% | 350,400 | | Thomas D. Nosbusch | 550,000 | 90% | 495,000 | | Paul R. Sanderson | 435,000 | 70% | 304,500 | | Timothy R.Sznewajs1 | 402,500 | 70% | 281,750 |

  46. 2025 Annual Incentive Awards

    1 Mr. Sznewajs was eligible to receive a prorated amount of his target annual cash incentive award for his time served in the position during 2025. The compensation committee, with board approval for the CEO, set the 2025 annual cash incentive performance measures based on the achievement of financial and operational performance goals, including the threshold (40%), target (100%) and maximum (200%) award opportunity levels for each performance goal. The applicable annual cash incentive performance measures for 2025 were: Adjusted EBITDA and TRIR. The compensation committee’s intent was to motivate its NEOs to focus primarily on the success and performance, both financially and operationally, of the company as a whole during the year, while motivating the NEOs to assist in the success and performance of all lines of business and to continue implementing the company’s 4EVER strategic priorities. The compensation committee will continue to complete extensive reviews of the annual cash incentive award program for future considerations of annual cash incentive opportunities.

  47. 2025 Performance Measures

    2025 Performance Measures

  48. Adjusted EBITDA

    | Adjusted EBITDA represented 80% of the target annual cash incentive award opportunity for the NEOs. |

  49. TRIR

    | Operational (Safety) Performance Measure - (TRIR) | | | | | | Threshold = | 125% of Target TRIR | 1.83 | = | 40% Payout | | Target = | Target TRIR | 1.46 | = | 100% Payout | | Maximum = | 75% of Target TRIR | 1.10 | = | 200% Payout |

  50. TRIR

    | TRIR represented 20% of the target annual cash incentive award opportunity for the NEOs. |

  51. 2025 Performance Measure Payout Percentage

    2025 Performance Measure Payout Percentage

  52. Financial and Operational Performance Measures

    Financial and Operational Performance Measures To determine the payout associated with each performance measure for our NEOs, actual performance measure results were compared to their respective target performance measure, which resulted in the percent of the respective target performance measure achieved, prorated as applicable. Then, the percent of the respective target performance measure achieved was translated into a payout percentage of the NEO’s target annual cash incentive award opportunity using linear interpolation for results between threshold and target as well as between target and maximum. Results achieved below the established threshold for each performance measure results in no payout. For TRIR, the lower the actual performance number, the higher the payout percentage. Actual payout results of each 2025 performance measure, percent of target performance measure achieved based on those actual results, and the associated payout percentages are presented below.

  53. Performance Measure Payout Percentage Results

    Performance Measure Payout Percentage Results

  54. Performance Measure Payout Percentage Results

    | Performance Measure | Actual Results1 | | Percent of Performance Measure Achieved Compared to Target | Percent of Award Opportunity Payout | Weight of Award Opportunity Payout | Weighted Award Opportunity Payout | | Adjusted EBITDA | $319.8 | million | 142.7% | 200.0% | 80.0% | 160.0% | | TRIR | 1.06 | | 72.6% | 200.0% | 20.0% | 40.0% | | Total Weighted Payout | | | | | | 200.0% |

  55. Performance Measure Payout Percentage Results

    1 There were no adjustments made by the compensation committee or the board to either EBITDA or TRIR.

  56. Annual Incentive Payout Results

    Annual Incentive Payout Results Based on the 2025 actual results disclosed above, the compensation committee, with board approval for the CEO, certified and approved the following 2025 annual cash incentive payouts to the CEO and the other NEOs, respectively:

  57. Annual Incentive Payout Results

    | Name | Target Annual Cash Incentive ($) | Weighted Payout (%)1 | Service During Performance Period (%)1 | Total Annual Cash Incentive Payout Amount ($) | | Jeffrey S. Thiede | 935,000 | 200.0 | 100.0 | 1,870,000 | | Maximillian J Marcy | 350,400 | 200.0 | 100.0 | 700,800 | | Thomas D. Nosbusch | 495,000 | 200.0 | 100.0 | 990,000 | | Paul R. Sanderson | 304,500 | 200.0 | 100.0 | 609,000 | | Timothy R. Sznewajs1 | 281,750 | 200.0 | 69.9 | 393,678 |

  58. Annual Incentive Payout Results

    1 Mr. Sznewajs joined the company in April 2025 and received a prorated annual cash incentive based on his time served in the position held during 2025.

  59. 2025 Long-Term Incentives

    2025 Long-Term Incentives

  60. Everus Long-Term Performance-Based Incentive Plan

    Everus Long-Term Performance-Based Incentive Plan The company’s Long-Term Performance-Based Incentive Plan (Everus LTIP) promotes the success and enhances the value of the company by linking the personal interests of participants to those of our stockholders and customers, while providing flexibility to the company in its ability to motivate, attract and retain the services of participants upon whose judgment, interest and special effort the successful conduct of its operations is largely dependent. Target long-term equity incentive awards are expressed as a percentage of each participant’s base salary. These percentages may vary by position and reflect larger reward opportunity for positions having greater effect on the establishment and accomplishment of the performance objectives. Each award is based upon the level of actual performance achieved relative to the established performance measures, as determined by a percentage from 0% to 200% of target, as determined by the compensation committee, with board approval for the CEO. Actual performance results in relation to each of the target performance measures is provided to the compensation committee after the performance period, who then approves and determines the payout and the number of shares earned of each participant’s long-term equity incentive award. The board approves and determines the payout and the number of shares earned of the CEO’s long-term equity incentive award following the compensation committee’s approval. For 2025, the long-term equity incentive award opportunity consisted of 60% PSAs, split equally between two separate performance measures, that align long-term compensation with achievement of pre-defined financial performance measures and 40% time-vesting RSUs, subject to continued employment. The RSUs are used as a retention tool for our NEOs and the PSAs promote long-term company growth and align the NEOs’ interests with those of stockholders. Any stock subsequently earned is subject to our stock ownership requirements.

  61. Grant of 2025-2027 Long-Term Equity Incentive Awards

    Grant of 2025-2027 Long-Term Equity Incentive Awards On February 20, 2025, the compensation committee, with board approval for the CEO, determined the target number of time-vesting RSUs and PSAs to be granted to each NEO, except for Mr. Sznewajs, by dividing the NEO’s 2025 target long-term equity incentive award (LTI) amount by the average of the closing stock prices of our common stock from January 29, 2025 through February 19, 2025, which was $62.45.

  62. Grant of 2025-2027 Long-Term Equity Incentive Awards

    | Name | Annual Base Salary $ | Target LTI % (% of Base Salary) | Target LTI Incentive $ | Total Shares Calculated | | 2025 RSUs | | 2025 PSAs | 2025 PSA rTSR | | 2025 PSA EBITDA | | Total Target 2025 PSAs Granted | | | | | | | | 40% | | 60% | 50% | | 50% | | | | Jeffrey S. Thiede | 850,000 | 300% | 2,550,000 | 40,832 | = | 16,333 | + | 24,499 | 12,250 | + | 12,249 | = | 24,499 | | Maximillian J Marcy | 438,000 | 150% | 657,000 | 10,520 | = | 4,208 | + | 6,312 | 3,156 | + | 3,156 | = | 6,312 | | Thomas D. Nosbusch | 550,000 | 150% | 825,000 | 13,210 | = | 5,284 | + | 7,926 | 3,963 | + | 3,963 | = | 7,926 | | Paul R. Sanderson | 435,000 | 110% | 478,500 | 7,662 | = | 3,065 | + | 4,597 | 2,299 | + | 2,298 | = | 4,597 |

  63. RSUs

    RSUs The time-vesting RSUs are scheduled to vest ratably over a three-year period, in equal installments, on the first, second and third anniversaries of the grant date, as long as the NEO remains continuously employed with the company. The grant date fair value of the time-vesting RSUs was determined by multiplying the target number of time-vesting RSUs and the closing stock price of our common stock on the grant date of $46.54.

  64. Performance Measures for 2025-2027 PSAs

    Performance Measures for 2025-2027 PSAs

  65. Adjusted EBITDA

    Adjusted EBITDA The Adjusted EBITDA performance measure encourages financial growth and aligns with the company’s 4EVER strategic priorities, and with the interests of stockholders. Adjusted EBITDA will be determined for four distinct measurement periods for the three-year performance period mentioned above. Each individual year in the performance period represents a measurement period, with the cumulative three-year performance period representing the fourth measurement period. Each measurement period will be weighted equally at 25% and actual results will be compared against performance period targets for threshold (35%), target (100%) and maximum (200%) payout levels. Payout for performance that falls between the respective levels is interpolated on a straight-line basis. We do not disclose the Adjusted EBITDA performance period targets until completion of the award’s three-year performance period as such disclosure could result in competitive harm and would reveal information about our long-range financial plan, which is not otherwise public. Once the three-year performance period is complete, we will disclose the performance period targets, actual performance compared to such performance targets, associated payout percentages and ultimate payout calculations. Adjustments to EBITDA, as approved by the compensation committee with board approval for the CEO, may include:

  66. Relative Total Shareholder Return (rTSR)

    | Financial Performance Measure - Relative Total Shareholder Return (rTSR) | | | | Performance | Performance vs. TSR Peer Group | Payout as a % of Target Award | | Maximum | 75th Percentile or Higher | 200% | | Target | 50th Percentile | 100% | | Threshold | 25th Percentile | 35% | | Below Threshold | Less than 25th Percentile | 0% |

  67. Relative Total Shareholder Return (rTSR)

    Payout for performance that falls between the stated performance levels is interpolated on a straight-line basis and payout will be capped at target for negative TSR performance. The achievement of the rTSR performance measure will be determined as a percentile ranking and calculated by measuring the company’s TSR over the three-year performance period from January 1, 2025 through December 31, 2027, relative to the TSR performance of a peer group of 21 select companies primarily within the construction and engineering, environmental and facility services industries. Meridian recommended, and the compensation committee approved, the rTSR peer group disclosed below for purposes of the 2025-2027 PSAs. The compensation committee believes this peer group is a suitable group for relative performance comparisons and/or reflective of the company's performance vs. competitors for business and capital.

  68. Relative Total Shareholder Return (rTSR)

    | Relative TSR Peer Companies | | | | Ameresco, Inc. | Dycom Industries, Inc. | MYR Group, Inc. | | APi Group Corp. | EMCOR Group, Inc. | Primoris Services Corp. | | Arcosa, Inc. | Enviri Corp. | Quanta Services, Inc. | | Agran, Inc. | Granite Construction, Inc. | Sterling Infrastructure, Inc. | | Centuri Holdings, Inc. | IES Holdings, Inc. | Tetra Tech, Inc. | | Clean Harbors, Inc. | MasTec, Inc. | Tutor Perini Corp. | | Comfort Systems USA, Inc. | Matrix Service Co. | Valmont Industries, Inc. |

  69. PSAs Performance Measure Payout Percentage

    PSAs Performance Measure Payout Percentage To determine the payout percentage associated with each performance measure for our NEOs, actual performance measure results will be compared to their respective target performance measure, which will result in the percent of the respective target performance measure achieved, prorated as applicable. Then, the percent of the respective target performance measure achieved will be translated into a payout percentage of the NEO’s target PSAs award opportunity using linear interpolation for results between threshold and target as well as between target and maximum. Achievement of 100% of each performance measure results in a payout of 100% of the target PSAs award opportunity. Results achieved below the established threshold for each performance measure results in no payout.

  70. Prorated Annual RSU and PSA Grants

    Prorated Annual RSU and PSA Grants Based on market analysis provided by Meridian and the compensation committee’s review of responsibilities, experience and internal equity, Mr. Sznewajs’ tong-term equity incentive award opportunity was set at 90% of base salary, as shown in the table below. On May 22, 2025, the compensation committee, determined the target number of time-vesting RSUs and PSAs granted to Mr. Sznewajs by dividing his 2025 target long-term incentive amount, prorated for his expected time served in the position held for the year, by the average of the closing stock prices of our common stock from May 1, 2025 through May 21, 2025, which was $51.94.

  71. Prorated Annual RSU and PSA Grants

    | Name | Annual Base Salary $ | Target LTI % (% of Base Salary) | Target LTI $ | ProratedTarget LTI 1 $ | Total Shares Calculated | | 2025 RSUs | | 2025 PSAs | 2025 PSA rTSR | | 2025 PSA EBITDA | | Total Target 2025 PSAs Granted | | | | | | | | | 40% | | 60% | 50% | | 50% | | | | Timothy R. Sznewajs | 402,500 | 90% | 362,250 | 322,000 | 6,199 | = | 2,480 | + | 3,719 | 1,860 | + | 1,859 | = | 3,719 | | 1 Mr. Sznewajs joined the company in April 2025 and received a prorated long-term incentive based on his time served in the position held during 2025. The prorated target LTI amount was calculated by multiplying the target LTI amount by a proration factor of (32/36). | | | | | | | | | | | | | | |

  72. RSUs

    RSUs The grant date fair value of the time-vesting RSUs was determined by multiplying the target number of time-vesting RSUs and the closing stock price of our common stock on the grant date of $57.39. The RSUs are subject to the same vesting conditions as the annual time-vesting RSUs to the other NEOs, as long as Mr.Sznewajs remains continuously employed with the company.

  73. Sign-On RSU Grant

    Sign-On RSU Grant The compensation committee granted Mr. Sznewajs an additional time-vesting RSU award with a target value of $570,000 to replace compensation forfeited when he separated from his former employer and joined the company as an executive officer. The same RSU methodology described above for his prorated annual grant was used for his sign-on grant, which resulted in a grant of 10,974 time-vesting RSUs. The sign-on time-vesting RSUs are scheduled to vest ratably in three equal installments, beginning with the anniversary date of the grant date and then on the second and third anniversaries of the annual grant date, as long as Mr. Sznewajs remains continuously employed with the company.

  74. Severance Arrangements

    Severance Arrangements Awards granted prior to the Separation under the MDU Resources Group, Inc. Long-Term Incentive Plan (MDU Resources LTIP) have “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. Messrs. Thiede, Nosbusch and Sanderson have outstanding time-vesting RSUs originally granted by MDU Resources in 2024 that converted into Everus time-vesting RSUs upon the Separation. In October 2024, the company adopted the 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, the company adopted the Everus Construction Group, Inc. Change in Control Severance Plan (CIC Severance Plan) for certain executive officers including the NEOs which provides for cash compensation in the event of a qualifying termination following a change in control. The company adopted the CIC Severance 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 Severance 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 Severance 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 Severance Plan for the NEOs.

  75. 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. The compensation committee grants equity awards to our NEOs, 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, including 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.

  76. 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 2025 compensation program to address the impact of tax or accounting treatment by the compensation committee. 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 FASB ASC Topic 718, which is generally expensed over the vesting or requisite service period.

  77. Stock Retention Requirement

    Stock Retention Requirement For equity awards granted in 2024 and prior, the NEOs must retain 50% of the net after-tax shares vested pursuant to the long-term equity incentive awards for the earlier of two years from the date the vested shares are issued or the NEO’s termination of employment. In February 2025, the aforementioned share retention requirement was discontinued and no longer applies to equity awards granted in 2025 or to any future equity awards. The NEO is also required to retain all net after-tax shares vested if the NEO has not met the stock ownership requirements under the company’s stock ownership policy for executives.

  78. Compensation Policies and Practices as They Relate to Risk Management

    | • | a balanced mix of fixed and variable pay; | | • | mix of annual cash incentives and long-term equity incentives; | | • | use of multiple performance measures in incentive plans, including financial, operational and market-based measures; | | • | use of caps on annual cash incentive awards and PSAs; | | • | use of a combination of RSUs and PSAs to provide balanced long-term equity incentive awards; | | • | compensation committee oversight of goal setting and payout determinations for the EICP and PSAs; | | • | compensation committee discretion to adjust any annual cash incentive award payment downward; | | • | ability to clawback incentive payments in the event of a financial restatement; | | • | stock ownership requirements for NEOs and other executives; and | | • | prohibitions on holding company stock in an account that is subject to a margin call, pledging company stock as collateral for a loan, and hedging of company stock by executive officers and directors. |

  79. Summary Compensation Table for 2025

    Summary Compensation Table for 2025

  80. Summary Compensation Table for 2025

    | Name and Principal Position (a) | Year (b) | Salary ($) (c)2 | Bonus ($) (d)3 | Stock Awards ($) (e)4 | Non-Equity Incentive Plan Compensation ($) (g)5 | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h)6 | All Other Compensation ($) (i)7 | Total ($) (j) | | Jeffrey S. Thiede | 2025 | 850,000 | — | 2,014,001 | 1,870,000 | — | 128,600 | 4,862,601 | | President and CEO | 2024 | 620,833 | — | 1,152,171 | 892,342 | — | 128,200 | 2,793,546 | | | 2023 | 550,000 | — | 980,883 | 605,138 | — | 131,524 | 2,267,545 | | Maximillian J Marcy1 | 2025 | 438,000 | — | 518,888 | 700,800 | — | 76,050 | 1,733,738 | | Vice President, CFO and Treasurer | 2024 | 169,934 | — | — | 217,788 | — | 222,838 | 610,560 | | Thomas D. Nosbusch | 2025 | 550,000 | — | 651,570 | 990,000 | — | 98,000 | 2,289,570 | | Executive Vice President and COO | 2024 | 424,235 | 34,000 | 326,886 | 399,165 | — | 102,402 | 1,286,688 | | | 2023 | 340,000 | — | 196,224 | 258,570 | 11,184 | 80,663 | 886,641 | | Paul R. Sanderson | 2025 | 435,000 | — | 377,924 | 609,000 | — | 71,800 | 1,493,724 | | Vice President, CLO and Corporate Secretary | 2024 | 415,833 | — | 443,021 | 421,263 | — | 69,100 | 1,349,217 | | | 2023 | 233,846 | — | 356,710 | 251,300 | — | 6,911 | 848,767 | | Timothy R. Sznewajs1 | 2025 | 281,199 | 110,000 | 1,013,105 | 393,678 | — | 20,138 | 1,818,120 | | Vice President of Corp. Dev. and Strategy | | | | | | | | |

  81. Summary Compensation Table for 2025

    1 Mr. Marcy joined the company in August 2024, and thus, no amounts are shown for 2023. Mr. Sznewajs joined the company in April 2025, and thus, no amounts are shown for 2024 or 2023. 2 Amounts reported in this column represent the NEO’s base salary earned during the year. See the “2025 Base Salary” section within the CD&A for further details on base salary determinations for 2025. 3 In April 2025, the compensation committee awarded Mr. Sznewajs a one-time sign-on bonus of $110,000 for joining Everus as an executive officer. 4 Amounts in this column represent the aggregate grant date fair value of time-vesting RSUs and PSAs, granted by the compensation committee, with board approval for the CEO, calculated in accordance with generally accepted accounting principles for stock-based compensation in FASB ASC 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, 2025, including the relevant assumptions used in calculating the fair value of these awards. The grant date fair value of PSAs with performance conditions was computed using the target performance level, which was the probable outcome of the performance conditions as of the grant date. The aggregate grant date fair value of the PSAs with performance conditions for 2025 assuming maximum achievement, or achievement of the highest level of performance conditions, was $1,140,137 for Mr. Thiede, $293,760 for Mr. Marcy, $368,876 for Mr. Nosbusch, $213,898 for Mr. Sanderson and $173,036 for Mr. Sznewajs. The grant date fair value of PSAs with market conditions was computed using Monte Carlo simulations. See the “2025 Long-Term Incentives” section within the CD&A for further details on the company’s long-term equity incentive program. 5 Amounts reported in this column reflect the annual cash incentive award earned by each NEO pursuant the Everus EICP. See the "2025 Annual Cash Incentives" section within the CD&A for further details on the company's annual cash incentive plan. The annual cash incentive awards are payable by their terms after the end of each respective year. The 2025 annual cash incentive award was paid to each NEO in February 2026, net of any elected deferrals made by each NEO. 6 The amount shown for Mr. Nosbusch for 2023 represents the change in the actuarial present value for his accumulated benefits under MDU Resources’ pension plan. Since MDU Resources retained responsibility for the pension plan after Separation, no amounts are shown in 2025 or 2024. 7 The 2025 amounts in this column consist of the following items shown in the table below.

  82. Summary Compensation Table for 2025

    | Name | Relocation ($)1 | 401(k) Plan Contributions ($)2 | Nonqualified Deferred Compensation Plan ($)3 | Health Savings Accounts Contributions ($)4 | Total ($) | | Jeffrey S. Thiede | — | 28,000 | 100,000 | 600 | 128,600 | | Maximillian J Marcy | 3,650 | 28,000 | 43,800 | 600 | 76,050 | | Thomas D. Nosbusch | — | 42,000 | 55,000 | 1,000 | 98,000 | | Paul R. Sanderson | — | 28,000 | 43,500 | 300 | 71,800 | | Timothy R. Sznewajs | — | 19,738 | — | 400 | 20,138 |

  83. Summary Compensation Table for 2025

    1 Amount reported in this column reflects the final housing benefit in connection with Mr. Marcy’s relocation to Bismarck, North Dakota in 2024. 2 Amounts reported in this column reflect the company’s contributions to the 401(k) Plan, including employer matching and retirement. 3 Amounts reported in this column reflect the company’s contribution amounts to the Everus DCP, which were approved by the compensation committee, with board approval for the CEO. For further information, see the section entitled “Nonqualified Deferred Compensation for 2025.” 4 Amounts reported in this column reflect company contributions to each NEO’s health savings account.

  84. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025

  85. Grants of Plan-Based Awards in 2025

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (i) | Grant Date Fair Value of Stock Awards ($) (l) | | Name (a) | Grant Date (b) | | Threshold ($) (c)6 | Target ($) (d)6 | Maximum ($) (e)6 | Threshold (#) (f)7 | Target (#) (g)7 | Maximum (#) (h)7 | | | | Jeffrey S. Thiede | | 1 | 74,800 | 935,000 | 1,870,000 | | | | | | | | 2/20/2025 | 2 | | | | 4,287 | 12,249 | 24,498 | | 570,068 | | | 2/20/2025 | 3 | | | | 4,287 | 12,250 | 24,500 | | 683,795 | | | 2/20/2025 | 4 | | | | | | | 16,333 | 760,138 | | Maximillian J Marcy | | 1 | 28,032 | 350,400 | 700,800 | | | | | | | | 2/20/2025 | 2 | | | | 1,104 | 3,156 | 6,312 | | 146,880 | | | 2/20/2025 | 3 | | | | 1,104 | 3,156 | 6,312 | | 176,168 | | | 2/20/2025 | 4 | | | | | | | 4,208 | 195,840 | | Thomas D. Nosbusch | | 1 | 39,600 | 495,000 | 990,000 | | | | | | | | 2/20/2025 | 2 | | | | 1,387 | 3,963 | 7,926 | | 184,438 | | | 2/20/2025 | 3 | | | | 1,387 | 3,963 | 7,926 | | 221,215 | | | 2/20/2025 | 4 | | | | | | | 5,284 | 245,917 | | Paul R. Sanderson | | 1 | 24,360 | 304,500 | 609,000 | | | | | | | | 2/20/2025 | 2 | | | | 804 | 2,298 | 4,596 | | 106,949 | | | 2/20/2025 | 3 | | | | 804 | 2,299 | 4,598 | | 128,330 | | | 2/20/2025 | 4 | | | | | | | 3,065 | 142,645 | | Timothy R. Sznewajs | | 1 | 15,747 | 196,839 | 393,678 | | | | | | | | 5/22/2025 | 2 | | | | 650 | 1,859 | 3,718 | | 106,688 | | | 5/22/2025 | 3 | | | | 651 | 1,860 | 3,720 | | 134,292 | | | 5/22/2025 | 4 | | | | | | | 2,480 | 142,327 | | | 5/22/2025 | 5 | | | | | | | 10,974 | 629,798 |

  86. Grants of Plan-Based Awards in 2025

    1 Amounts represent possible payouts under the annual cash incentive awards for 2025 granted pursuant to the Everus EICP. 2 Represents PSAs granted pursuant to the Everus LTIP, which are subject to the satisfaction of performance conditions tied to Adjusted EBITDA, and can become earned and vested on December 31, 2027 for the 2025-2027 performance period ending on December 31, 2027. The amounts shown represent the number of shares of common stock that could be earned in relation to the PSAs granted. The number of shares earned can range from 0% to 200% of the target PSAs shares granted. The compensation committee and/or the board will certify the results and shares of common stock will be issued, if any, as soon as practicable following the performance period. There is no additional provision requiring participants to provide service through the certification date. The grant date fair value of the Adjusted EBITDA PSAs granted on February 20, 2025, subject to the performance conditions outlined below, was determined by multiplying the target performance level number of PSAs, which was the probable outcome of the performance conditions as of the grant date, and the closing stock price of our common stock on the grant date of $46.54. The grant date fair value of the Adjusted EBITDA PSAs granted on May 22, 2025, subject to the performance conditions outlined below, was determined by multiplying the target performance level number of PSAs, which was the probable outcome of the performance conditions as of the grant date, and the closing stock price of our common stock on the grant date of $57.39. See the “2025 Long-Term Incentives” section within the “Compensation Discussion and Analysis” for further details on the company’s long-term incentive program. 3 Represents PSAs granted pursuant to the Everus LTIP, which are subject to the satisfaction of market conditions - relative TSR, and can become earned and vested on December 31, 2027 for the 2025-2027 performance period ending on December 31, 2027. The amounts shown represent the number of shares of common stock that could be earned in relation to the PSAs granted. The number of shares earned can range from 0% to 200% of the target PSAs shares granted. The compensation committee and/or the board will certify the results and shares of common stock will be issued, if any, as soon as practicable following the performance period. There is no additional provision requiring participants to provide service through the certification date. The grant date fair value of the PSAs, subject to the satisfaction of market conditions, was determined by multiplying the target number of PSAs and the price per share of PSAs, which was calculated by running a Monte Carlo simulation that leverages scenario-based modeling and variety of different inputs and assumptions. The price per unit was calculated to be $55.82 for the PSAs granted on February 20, 2025 and $72.20 for the PSAs granted on May 22, 2025. See the “2025 Long-Term Incentives” section within the “Compensation Discussion and Analysis” for further details on the company’s long-term incentive program. 4 Represents RSUs granted pursuant to the Everus LTIP, that are scheduled to vest ratably over a three-year period in equal installments on the first, second and third anniversaries of the grant date, subject to the NEO remaining continuously employed with the company. Shares of common stock, if any, will be issued as soon as practicable following each vesting date. See the “2025 Long-Term Incentives” section within the “Compensation Discussion and Analysis” for further details on the company’s long-term incentive program. The grant date fair value of the time-vesting RSUs granted on February 20, 2025 was determined by multiplying the target number of time-vesting RSUs and the closing stock price of our common stock on the grant date of $46.54. The grant date fair value of the time-vesting RSUs granted on May 22, 2025 was determined by multiplying the target number of time-vesting RSUs and the closing stock price of our common stock on the grant date of $57.39. 5 Represents a one-time grant of RSUs, granted pursuant to the Everus LTIP, to compensate for forfeited compensation from his former employer. The RSUs are scheduled to vest ratably over a three-year period in equal installments beginning with the first installment vesting on the first anniversary of the grant date. The second and third installments vest on February 20, 2026 and February 20, 2027, respectively. The RSUs will vest as long as Mr. Sznewajs remains continuously employed with the company. Shares of common stock, if any, will be issued as soon as practicable following each vesting date. The grant date fair value of the time-vesting RSUs granted on May 22, 2025 was determined by multiplying the target number of time-vesting RSUs and the closing stock price of our common stock on the grant date of $57.39. See the “2025 Long-Term Incentives” section within the “Compensation Discussion and Analysis” for further details on the company’s long-term incentive program. 6 Represents the threshold, target and maximum amounts for the annual cash incentive award opportunities. The threshold amounts represent the minimum amount that can be earned that is greater than $0. Since the annual cash incentive performance measures can be achieved independently, the threshold amount is calculated by multiplying the smallest component of the performance measures, which in the case for 2025 was the TRIR measure (20%), by the threshold (40%) award opportunity performance level for that measure, which results in a payout of 8%. The target amounts represent achievement of each performance measure resulting in a payout of 100% of the target award opportunity. The maximum amounts represent achievement of each performance measure resulting in a payout of 200% of the target award opportunity. 7 Represents the threshold, target and maximum amounts for the long-term incentive award opportunities related to PSAs. The threshold amounts represent the minimum number of shares that can be earned that is greater than 0. Since the PSAs performance measures can be achieved independently and are separated on different rows within the table, the threshold number of shares for each performance measure is calculated by multiplying the target number of shares for each performance measure by the threshold (35%) award opportunity performance level for each measure. The target amounts represent the number of shares earned by achievement of each performance measure resulting in a payout of 100% of the target award opportunity. The maximum amounts represent the number of shares earned by achievement of each performance measure resulting in a payout of 200% of the target award opportunity.

  87. 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

  88. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025

  89. Outstanding Equity Awards at Fiscal Year-End 2025

    | | | Stock Awards | | | | | | | Name (a) | Grant Date (b) | Number of Shares or Units of Stock That Have Not Vested (#) (g) | | Market Value of Shares or Units of Stock That Have Not Vested ($) (h)4 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)7 | | Jeffrey S. Thiede | 2/15/2024 | 30,372 | 1 | 2,598,628 | | | | | | 2/20/2025 | 16,333 | 2 | 1,397,451 | | | | | | 2/20/2025 | | | | 24,498 | 5 | 2,096,049 | | | 2/20/2025 | | | | 12,250 | 6 | 1,048,110 | | Maximillian J Marcy | 2/20/2025 | 4,208 | 2 | 360,036 | | | | | | 2/20/2025 | | | | 6,312 | 5 | 540,055 | | | 2/20/2025 | | | | 3,156 | 6 | 270,027 | | Thomas D. Nosbusch | 2/15/2024 | 8,617 | 1 | 737,271 | | | | | | 2/20/2025 | 5,284 | 2 | 452,099 | | | | | | 2/20/2025 | | | | 7,926 | 5 | 678,149 | | | 2/20/2025 | | | | 3,963 | 6 | 339,074 | | Paul R. Sanderson | 2/15/2024 | 11,678 | 1 | 999,170 | | | | | | 2/20/2025 | 3,065 | 2 | 262,241 | | | | | | 2/20/2025 | | | | 4,596 | 5 | 393,234 | | | 2/20/2025 | | | | 2,299 | 6 | 196,702 | | Timothy R. Sznewajs | 5/22/2025 | 2,480 | 2 | 212,189 | | | | | | 5/22/2025 | 10,974 | 3 | 938,935 | | | | | | 5/22/2025 | | | | 3,718 | 5 | 318,112 | | | 5/22/2025 | | | | 1,860 | 6 | 159,142 |

  90. Outstanding Equity Awards at Fiscal Year-End 2025

    1 The 2024 long-term equity incentive awards consisted solely of time-vesting RSUs and are scheduled to cliff-vest on December 31, 2026 after a three-year period, in each case, subject to continued employment with the company. 2 The 2025 time-vesting RSUs granted on February 20, 2025 are scheduled to vest ratably over a three-year period in equal installments on the first, second and third anniversaries of the grant date, beginning on February 20, 2026, in each case, subject to the NEO, other than Mr. Sznewajs, remaining continuously employed with the company. On May 22, 2025, the compensation committee granted Mr. Sznewajs a prorated annual time-vesting RSU grant subject to the same vesting conditions as the annual time-vesting RSUs for the other NEOs, as long as he remains continuously employed with the company. See the “2025 Long-Term Incentives” section within the “Compensation Discussion and Analysis” for further details on the company’s long-term incentive program. 3 As part of his offer letter, Mr. Sznewajs was granted a one-time grant of time-vesting RSUs that are scheduled to vest ratably in equal installments, with the first installment vesting on the first anniversary of the grant date and the second and third installments scheduled to vest on February 20, 2026 and February 20, 2027. Each of these vesting dates is subject to Mr. Sznewajs remaining continuously employed with the company. See the “2025 Long-Term Incentives” section within the “Compensation Discussion and Analysis” for further details on the company’s long-term incentive program. 4 Value based on the number of unvested RSUs reflected in column (g) multiplied by $85.56, the closing stock price of the company’s common stock on the last trading day of 2025, which was December 31, 2025. 5 Represents the 2025 Adjusted EBITDA PSAs, which are subject to the satisfaction of performance conditions, and can become earned and vested on December 31, 2027 for the 2025-2027 performance period ending on December 31, 2027. The number of shares shown are at the maximum level of performance based on results for the first year of the performance period. The total target number of PSAs shares subject to performance conditions were as follows: Mr. Thiede - 12,249, Mr. Marcy - 3,156, Mr. Nosbusch - 3,963, Mr. Sanderson - 2,298 and Mr. Sznewajs - 1,859. The actual number of PSAs that will become earned and vested will be determined following the three-year performance period and the shares earned can range from 0% to 200% of the target shares granted. 6 Represents the 2025 rTSR PSAs, which are subject to the satisfaction of market conditions, and can become earned and vested on December 31, 2027 for the 2025-2027 performance period ending on December 31, 2027. The number of shares shown are at the target level of performance based on results for the first year of the performance period. The actual number of PSAs that will become earned and vested will be determined following the three-year performance period and the shares earned can range from 0% to 200% of the target shares granted. 7 Value based on the number of unearned PSAs reflected in column (i) multiplied by $85.56, the closing stock price of the company’s common stock on the last trading day of 2025, which was December 31, 2025.

  91. Option Exercises and Stock Vested During 2025

    Option Exercises and Stock Vested During 2025

  92. Option Exercises and Stock Vested During 2025

    | | Stock Awards | | | Name (a) | Number of Shares Acquired on Vesting (#) (d)1 | Value Realized on Vesting ($) (e)2 | | Jeffrey S. Thiede | 25,047 | 2,188,710 | | Maximillian J Marcy | — | — | | Thomas D. Nosbusch | 5,009 | 437,707 | | Paul R. Sanderson | 9,243 | 801,426 | | Timothy R. Sznewajs | — | — |

  93. Option Exercises and Stock Vested During 2025

    1 Reflects the number of time-vesting RSUs that cliff-vested on December 31, 2025. The vested RSUs were settled in shares of company common stock in February 2026. 2 Calculated by multiplying the number of vested RSUs by the closing stock price of our common stock on the December 31, 2025 vest date, $85.56. In addition, vested accrued dividend equivalents calculated as of December 31, 2025, which were paid in cash in February 2026, were included in the value and were as follows: Mr. Thiede - $45,689, Mr. Nosbusch - $9,137 and Mr. Sanderson - $10,595.

  94. Pension Benefits for 2025

    Pension Benefits for 2025 Mr. Nosbusch is a participant in the frozen 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 Mr. Nosbusch. The company does not maintain a defined benefit pension plan for any of its NEOs.

  95. Nonqualified Deferred Compensation for 2025

    Nonqualified Deferred Compensation for 2025

  96. 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 NEOs 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 NEOs, the information assumes the terminations, resignations or the change in control occurred on December 31, 2025. The table excludes compensation and benefits our NEOs 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 NEOs, such as accrued vacation pay, continuation of health care benefits, and life insurance benefits. The table also does not include deferred compensation under the Everus DCP. These amounts are shown and explained in the “Nonqualified Deferred Compensation for 2025” table.

  97. Potential Payments Assumptions

    Potential Payments Assumptions In the case of a change in control without qualifying termination, the outstanding time-vesting RSUs granted in 2024 and 2025, and the PSAs granted in 2025, would be subject to replacement award opportunities for the NEOs. It is assumed replacement award opportunities would be granted by the acquirer for purposes of the Potential Payments upon Termination or Change in Control Table below. If not, vesting of the outstanding time-vesting RSUs granted in 2024 and 2025, and the PSAs granted in 2025, would be accelerated upon the change in control. The Everus EICP requires participants to remain employed with the company through the service year to be eligible for a payout unless otherwise determined by the compensation committee for NEOs or employment termination after age 65. All our scenarios assume a termination, resignation or change in control event on December 31. In these scenarios, the NEOs would be considered employed for the entire performance period and would be eligible to receive their annual cash incentive award based on the performance level achieved for each performance measure. Therefore, no amounts are shown for annual cash incentives earned by our NEOs in the table below, as they would be eligible to receive their annual cash incentive award with or without a termination, resignation or change in control on December 31, 2025. Messrs. Thiede, Nosbusch and Sanderson were initially granted their 2024 long-term equity incentive awards under the MDU Resources LTIP, which consisted solely of time-vesting RSUs, and, following the Separation, such awards are governed by the terms of the Everus LTIP. All NEOs were granted their 2025 long-term equity incentive awards under the Everus LTIP, consisting of RSUs and PSAs.

  98. Potential Payments - RSUs

    Potential Payments - RSUs The RSU award agreements provide that RSUs are forfeited if the participant’s employment terminates for situations other than death, disability or a qualifying termination before reaching age 55 and completing 10 years of service. However, if a participant’s employment terminates due to voluntary termination not associated with a change in control after reaching age 55 and completing 10 years of service, RSUs are prorated as follows: •termination of employment during the first year of the vesting period = all RSUs are forfeited; •termination of employment during the second year of the vesting period = RSUs are prorated based on the number of months employed during the vesting period; and •termination of employment during the third year of the vesting period = full amount of any RSUs are received. In situations of death or disability, the RSUs would be prorated based on the number of full months of employment completed as of death or disability during the vesting period. In the case of a voluntary termination not associated with a change in control on December 31, 2025, Mr. Thiede would forfeit his 2025 RSUs but partially vest in his 2024 RSUs based on a proration of 24 out of 36 months (2/3). The other NEOs, who have not reached age 55 and completed 10 years of service, in the case of a voluntary termination not associated with a change in control on December 31, 2025, would forfeit all outstanding RSUs. In the case of termination due to death or disability on December 31, 2025, all our NEOs, excluding Mr. Sznewajs who received 2025 equity awards on May 22, 2025, would vest in the 2025 RSUs based on 10 out of 36 months (10/36). Mr. Sznewajs would vest in the 2025 RSUs based on 7 out of 33 months (7/33). In the case of termination due to death or disability on December 31, 2025, all our NEOs, excluding Messrs. Marcy and Sznewajs who did not receive any equity awards during 2024, would vest in the 2024 RSUs based on 24 out of 36 months (2/3).

  99. Potential Payments - PSAs

    Potential Payments - PSAs The PSA award agreements provide that the PSAs are forfeited if the participant’s employment terminates for situations other than death, disability or a qualifying termination before reaching age 55 and completing 10 years of service. However, if a participant’s employment terminates due to death, disability or voluntary termination not associated with a change in control after reaching age 55 and completing 10 years of service, PSAs are prorated as follows: •termination of employment during the first year of the performance period = all PSAs are forfeited; •termination of employment during the second year of the performance period = determination of the company’s payout percentage for the performance period will be made by the compensation committee at the end of the performance period, and shares earned from PSAs will be based on the target level of shares, prorated for the number of months employed during the performance period, multiplied by the payout percentage; and •termination of employment during the third year of the performance period = determination of the company’s payout percentage for the performance period will be made by the compensation committee at the end of the performance period, and shares earned from PSAs will be based on the target level of shares multiplied by the payout percentage without prorating. In the case of a voluntary termination not associated with a change in control on December 31, 2025, Mr. Thiede would forfeit all PSAs granted in 2025 since it was the first year of the performance period, even though he has reached age 55 and has completed 10 years of service. Since the other NEOs have not reached age 55 and completed 10 years of service, they would forfeit all PSAs granted in 2025 in the case of a voluntary termination not associated with a change in control on December 31, 2025. In the case of termination due to death or disability, all NEOs would forfeit their PSAs granted in 2025 since 2025 was the first year of the performance period. For purposes of calculating the time-vesting RSUs and PSAs values shown in the Potential Payments upon Termination or Change in Control Table, the number of vesting shares was multiplied by the closing stock price for the last trading day of the year, which was $85.56 on December 31, 2025. Dividend equivalents based on the number of vesting shares are also included in the amounts presented.

  100. Potential Payments upon Termination or Change in Control Table

    Potential Payments upon Termination or Change in Control Table

  101. 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 | — | — | — | 5,473,434 | — | | | Equity Awards: | | | | | | | | RSUs | 1,753,418 | 2,141,518 | 2,141,518 | 4,017,079 | — | | | PSAs | — | — | — | 2,096,134 | — | | | Total | 1,753,418 | 2,141,518 | 2,141,518 | 11,586,647 | — | | Maximillian J Marcy | | | | | | | | | Severance | — | — | — | 1,659,256 | — | | | Equity Awards: | | | | | | | | RSUs | — | 99,934 | 99,934 | 360,036 | — | | | PSAs | — | — | — | 540,055 | — | | | Total | — | 99,934 | 99,934 | 2,559,347 | — | | Thomas D. Nosbusch | | | | | | | | | Severance | — | — | — | 2,172,456 | — | | | Equity Awards: | | | | | | | | RSUs | — | 622,931 | 622,931 | 1,195,327 | — | | | PSAs | — | — | — | 678,149 | — | | | Total | — | 622,931 | 622,931 | 4,045,932 | — | | Paul R. Sanderson | | | | | | | | | Severance | — | — | — | 1,561,456 | — | | | Equity Awards: | | | | | | | | RSUs | — | 746,970 | 746,970 | 1,269,485 | — | | | PSAs | — | — | — | 393,319 | — | | | Total | — | 746,970 | 746,970 | 3,224,261 | — | | Timothy R. Sznewajs | | | | | | | | | Severance | — | — | — | 1,450,956 | — | | | Equity Awards: | | | | | | | | RSUs | — | 244,103 | 244,103 | 1,151,124 | — | | | PSAs | — | — | — | 318,198 | — | | | Total | — | 244,103 | 244,103 | 2,920,278 | — |

  102. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of annual total compensation of our employees and annual total compensation of our CEO, Mr. Thiede. The 2025 annual total compensation for Mr. Thiede was $4,862,601, and the median of the 2025 annual total compensation of all our employees (other than the CEO) was $93,574. Accordingly, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all our employees (the CEO pay ratio) for 2025 was 52 to 1. To identify the median of the annual total compensation of all our employees, we identified our median employee, based on our nationwide employee population as of December 31, 2025, which consisted of approximately 9,400 total employees (excluding the CEO). Everus does not have employees in any foreign jurisdiction. The consistently applied compensation measure we used to identify the median employee was W-2, Box 5 income paid to employees from January 1, 2025, to December 31, 2025. W-2, Box 5 includes income subject to Medicare tax. Our median employee was an hourly paid employee with seven years of service at a subsidiary company with compensation consisting of wages and fringe benefits required by the collective bargaining agreement. After we identified the median employee using W-2, Box 5 wages, we then calculated the 2025 annual total compensation for our CEO and the median employee in accordance with Item 402(c)(2) for reporting in the Summary Compensation Table. The pay ratio disclosure presented above is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We believe the methodology, assumptions, and estimates used in determining the ratio are reasonable given our specific employee population. As the SEC’s final regulations for identifying the median employee, calculating annual total compensation and determining the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, our pay ratio disclosure may not be comparable to that reported by other companies.

  103. 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 NEOs versus company financial performance. As permitted by SEC rules, we are providing such disclosure for only 2025 and 2024, because we were not a reporting company pursuant to Section 13(a) or 15(d) of the Exchange Act prior to 2024. The CAP amounts shown in the table below do not reflect the actual amount of compensation earned by or paid to our NEOs 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.

  104. Pay Versus Performance

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 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 NEOs4 ($) | Average Compensation Actually Paid to Non-PEO NEOs5 ($) | Value of initial fixed $100 investment based on: | | Net Income8 (in millions) ($) | Company Selected Measure - Adjusted EBITDA9 (in millions) ($) | | | | | | | TSR6 ($) | Peer Group TSR7 ($) | | | | 2025 | 4,862,601 | 8,706,233 | 1,833,788 | 2,694,725 | 163.00 | 159.04 | 201.8 | 319.8 | | 2024 | 2,793,546 | 5,065,950 | 985,804 | 1,345,531 | 125.26 | 103.87 | 143.4 | 241.4 |

  105. Pay Versus Performance

    1 Our PEO for 2025 and 2024 was Jeffrey S. Thiede. Our non-PEO NEOs for 2025 were Maximillian J Marcy, Thomas D. Nosbusch, Paul R. Sanderson and Timothy R. Sznewajs. Our non-PEO NEOs 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 2025 and 2024. 3 To arrive at 2025 CAP for Mr. Thiede, total compensation as reported in the SCT was adjusted for the following:

  106. Pay Versus Performance

    | | | 2025 | | SCT Total Compensation for the PEO | | $4,862,601 | | | less: Reported Value of Stock Awards in the SCTa | (2,014,001) | | | plus: Year-end Fair Value of Equity Awards Granted in the Year that are Unvested | 4,759,783 | | | plus: Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested | 601,669 | | | plus: Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | 496,181 | | CAP for the PEOa | | $8,706,233 |

  107. Pay Versus Performance

    a Equity values were calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Equity compensation grant date and year-end fair values for time-vesting awards were determined by the closing stock price on the date of grant or year-end, as applicable. The equity values included in CAP do not correspond to the actual values that may be recognized by the PEO. 4 Represents the average total compensation of our non-PEO NEOs as shown in the SCT for 2025 and 2024. 5 To arrive at the Average 2025 CAP for our non-PEO NEOs, total compensation as reported in the SCT was adjusted for the following:

  108. Pay Versus Performance

    | | | 2025 | | Average of SCT Total Compensation for Non-PEO NEOs | | $1,833,788 | | | less: Reported Value of Stock Awards in the SCTa | (640,372) | | | plus: Year-end Fair Value of Equity Awards Granted in the Year that are Unvested | 1,330,215 | | | plus: Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested | 100,511 | | | plus: Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | 70,583 | | Average CAP for the Non-PEO NEOsa | | $2,694,725 |

  109. Pay Versus Performance

    a Equity values were calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. Equity compensation grant date and year-end fair values for time-vesting awards were determined by the closing stock price on the date of grant or year-end, as applicable. The equity values included in CAP do not correspond to the actual values that may be recognized by the Non-PEO NEOs. 6 Represents value of $100 invested in company stock from November 1, 2024 (the date we became an independent publicly traded company) through the last day of trading in each of the applicable fiscal years, assuming dividends are reinvested in company stock at the frequency paid. The closing stock price on November 1, 2024 was used as the starting measurement point. 7 Represents the value of $100 invested in the company’s peer group from November 1, 2024 (the date we became an independent publicly traded company) through the last day of trading in each of the applicable fiscal years, assuming dividends are reinvested in each component issuer’s company stock in the peer group at the frequency paid. The peer group was the same for 2025 and 2024 and 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)(1)(ii) of Regulation S-K included in our 2025 Annual Report on Form 10-K. For purposes of calculating the Peer Group TSR, the TSRs of each component issuer of the group were weighted according to the respective issuers’ stock market capitalization on November 1, 2024 and on the last day of trading in each of the applicable fiscal years. For 2024, the disclosed peer group TSR has been updated to properly reflect the correct TSR for the peer group, which aligns with the stock performance graph included in our 2024 Annual Report on Form 10-K. 8 Represents GAAP net income reported in the company’s audited financial statements for 2025 and 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, net of interest income, income taxes, depreciation and amortization to net income. Adjusted EBITDA is a non-GAAP financial measure and is defined as EBITDA, with adjustments for specific situations approved by the compensation committee, with board approval for the CEO. Potential adjustments include the effect on EBITDA from: gains and losses/impairments on asset sales, dispositions or retirements (including associated costs); withdrawal liabilities relating to multi-employer pension plans; and costs incurred for acquisitions or mergers (see “Performance Measures for 2025-2027 PSAs” section in the “Compensation Discussion and Analysis.” for a more detail discussion). For a reconciliation of net income to EBITDA, see “Appendix A” within this Proxy Statement.

  110. 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 NEOs’ 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 Adjusted EBITDA. In addition, we are providing a graphic to illustrate the relationship between the company’s TSR and our Peer Group’s TSR.