Betty R. Wynn
About Betty R. Wynn
Betty R. Wynn, age 66, is an independent director of Everus Construction Group (ECG) since 2024, serving as Chair of the Compensation Committee and member of the Audit Committee. She is the former SVP and CFO of MYR Group (2015–2023) with 25+ years in electrical construction, and currently sits on Atkore, Inc.’s board (Audit Chair; Nom/Gov) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MYR Group, Inc. | Senior Vice President & Chief Financial Officer | 2015–2023 | Led finance in T&D, substations, commercial/industrial and renewables; deep sector expertise |
| MYR Group, Inc. | Director; Audit Committee member | 2007–2015 | Board member with audit oversight prior to joining management |
| Faith Technologies, Inc. | Chief Financial Officer & Treasurer | Feb–Oct 2015 | Finance leadership at energy/electrical contractor |
| Sloan Valve Company | Chief Financial Officer | 2009–2014 | Financial leadership at water-efficient products company |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Atkore, Inc. | Director | Since 2018 | Audit Committee Chair; Nominating & Governance Committee member |
Board Governance
| Body | Assignment | Chair? | Meetings in 2024 (post-Separation) | Independence status |
|---|---|---|---|---|
| Board of Directors | Independent Director | No | Board held one meeting; each director attended ≥75% of combined board/committee meetings | Board determined all directors other than CEO are independent under SEC/NYSE and ECG guidelines |
| Compensation Committee | Chair | Yes | Met one time | Committee composed entirely of independent directors; retains independent consultant Meridian |
| Audit Committee | Member | No | Met two times | Committee composed entirely of independent directors; oversees financial reporting, internal controls, cybersecurity, ESG-related risks |
- Executive sessions of independent directors held at each regularly scheduled quarterly board meeting; independent Chair presides .
Fixed Compensation
| Component | Policy Amount (2024) | Notes |
|---|---|---|
| Base Cash Retainer | $110,000 | Paid monthly |
| Compensation Committee Chair | $15,000 | Additional cash retainer |
| Annual Stock Grant (Directors) | $150,000 | Fully vested common stock granted in November; 2024 grant date Nov 25, 2024, stock price $63.91 for share count |
| Meeting Fees | None | No meeting fees paid |
| Component | 2024 Actual for Wynn ($) | Proration details |
|---|---|---|
| Fees Earned or Paid in Cash | 20,833 | Two months of retainer/chair fees post-Separation |
| Stock Awards | 25,000 | Prorated for months served; valued at $63.91 on Nov 25, 2024 |
| Total | 45,833 | Sum of cash and stock |
- Directors may defer cash retainers into a deferred compensation plan (phantom stock with dividend accruals, paid in cash over five years after board departure) and may elect to convert cash retainers into additional ECG shares under LTIP via annual election .
Performance Compensation
| Item | Details |
|---|---|
| Director equity award type | Fully vested common stock; no performance conditions disclosed for director grants |
| Options usage | Company does not use stock options as incentive compensation (policy context) |
Other Directorships & Interlocks
| Company | Role | Committee | Overboarding compliance |
|---|---|---|---|
| Atkore, Inc. | Director | Audit Chair; Nom/Gov member | ECG policy limits to ≤3 public boards; Wynn at 2 (ECG + Atkore) – compliant |
| MYR Group, Inc. | Former Director (2007–2015) | Audit Committee member | Former role; not current |
- ECG highlights “No Related Party Transactions by Our Directors or Executive Officers” among governance practices; ECG reports no related person transactions in 2024 except separation-related agreements with former parent, not director-specific .
Expertise & Qualifications
| Skill Area | Evidence |
|---|---|
| Accounting/Audit | CFO roles; audit committee service; skills matrix checkmark |
| Finance/Capital Markets | CFO roles overseeing capital structures and financial strategy; skills matrix |
| Risk Management & Compliance | Audit oversight; board risk responsibilities; skills matrix |
| Strategy/Business Development/M&A | Senior executive experience driving growth and M&A assessments; skills matrix |
| Industry/Infrastructure Experience | Electrical construction services (T&D, substations, commercial/industrial, renewables) |
| Human Capital Management | Executive leadership with workforce oversight (skills matrix) |
Equity Ownership
| Measure | Detail |
|---|---|
| Shares beneficially owned | 391 shares; less than 1% of class |
| Shares outstanding (reference) | 50,999,228 shares as of March 21, 2025 |
| Ownership guidelines | Directors must beneficially own ECG stock equal in value to 5× annual base cash retainer; 5-year compliance window from Jan 1 following initial election |
| Compliance status | All directors are either in compliance or within first five years of election (Wynn elected in 2024, within window) |
| Hedging/pledging | Prohibited for directors/executives; margin accounts only allowed with explicit exclusion from margin/pledge provisions |
| Deferred comp elections | Available (phantom stock; five-year payout after departure) |
Governance Assessment
- Committee leadership and independence: Wynn chairs an all-independent Compensation Committee and serves on an all-independent Audit Committee; the committee retains Meridian as an independent consultant and annually assesses consultant conflicts – strong governance signal for pay oversight and independence .
- Attendance/engagement: Board held one meeting post-Separation; each director attended ≥75% of combined board/committee meetings, consistent with baseline engagement expectations .
- Ownership alignment: Current beneficial ownership is modest (391 shares) relative to ECG’s director ownership guideline (5× base retainer), but ECG provides a five-year ramp from election; alignment should improve as grants accrue and/or directors elect to convert retainers to stock .
- Conflicts/related parties: ECG states no related party transactions by directors/executives and has formal audit committee review/approval process; anti-hedging/pledging policies further mitigate misalignment risk .
- Overboarding/compliance: ECG limits directors to ≤3 public boards; Wynn’s current roles appear compliant and provide sector-relevant insights without overextension risk .
- Risk oversight breadth: Audit Committee’s remit includes cybersecurity and ESG-related risk; Compensation Committee covers human capital management – Wynn’s roles directly touch investor-sensitive risk areas .
Monitoring items for investors: initial low share ownership vs guideline (within allowed 5-year window) ; industry adjacency via Atkore (supplier/manufacturer) warrants ongoing monitoring for potential procurement conflicts, though ECG reports no related person transactions and maintains robust review policies .