Everus Construction Group Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of eight directors named in the proxy (Michael S. Della Rocca; Helena M. Hernandez; Dale S. Rosenthal; Edward A. Ryan; David M. Sparby; Jeffrey S. Thiede; Clark A. Wood; Betty R. Wynn) to hold office until the 2027 annual meeting or until their successors are elected and qualified.

2. 2

   Advisory Vote to Approve the Compensation Paid to the Company’s Named Executive Officers

   ManagementBoard: FOR

   Non-binding advisory vote (‘say-on-pay’) to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement (CD&A, compensation tables, and narrative).

   More detail

   This proposal requests a non-binding advisory approval of the company’s named executive officers’ (NEOs’) compensation as presented in the proxy statement. Management seeks this advisory vote to confirm stockholder support for its pay programs and to inform future compensation decisions; the board and compensation committee state that the program is structured to align executive pay with both short-term operational performance and long-term shareholder value. For 2025 the pay framework combined base salary with a substantial at‑risk component: annual cash incentives tied to Adjusted EBITDA (80% weighting) and TRIR (20% weighting), and long-term awards comprised of 60% performance share awards (PSAs) split between Adjusted EBITDA and relative TSR and 40% time‑vesting restricted stock units (RSUs). The compensation committee notes risk-mitigating features—caps, multiple performance metrics, clawback policy, stock ownership and retention requirements, and use of independent consultants—and asserts these reduce incentives for imprudent risk-taking. Management highlights strong company performance in 2025 (record revenues, net income, EBITDA and backlog) and contends compensation outcomes appropriately reflected that performance; the proxy also cites prior high say‑on‑pay support. Because the vote is advisory, it will not change the compensation terms directly, but the board commits to consider the outcome when setting future pay. Potential shareholder concerns could include the magnitude of at‑risk pay, sensitivity of performance metrics to accounting adjustments, and the use of relative TSR peer groups; management’s narrative addresses these by describing metric selection, peer benchmarking, and discretion/adjustment policies. In recommending a vote FOR, the board emphasizes alignment with stockholder interests, retention of key executives, and governance safeguards that support responsible incentive design. Investors evaluating the proposal should weigh the program’s demonstrated pay-for-performance linkage in 2025, the strength of governance protections, and whether the mix of metrics and disclosure provide sufficient accountability and transparency.

3. 3

   Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Stockholder ratification of the audit committee’s selection of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year 2026.

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When is the Everus Construction Group Inc 2026 annual meeting?

Everus Construction Group Inc (ECG) holds its 2026 annual shareholder meeting on Tuesday, May 12, 2026.

What is the record date for the Everus Construction Group Inc 2026 meeting?

The record date for the Everus Construction Group Inc 2026 meeting is Monday, March 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Everus Construction Group Inc's 2026 meeting?

The board is presenting 8 director nominees at the Everus Construction Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Everus Construction Group Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Everus Construction Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.