Britney A. Hendricks
About Britney A. Hendricks
Britney A. Hendricks (age 39) is Vice President of Human Resources at Everus Construction Group, Inc. (ECG), appointed effective November 1, 2024, after serving as Director of Human Resources at Everus Construction from December 2020 to the Separation on October 31, 2024; she previously worked in HR at MDU Resources (Aug 2019–Dec 2020) and earlier held HR roles including Regional Vice President and Vice President of Human Resources at Western Cooperative Credit Union (2005–2019) . Everus’ 2024 performance context: revenue $2.85B (flat YoY), EBITDA increased to $232.2M, backlog rose to $2.78B, and net income increased to $143.4M (diluted EPS $2.81), underpinning the compensation program’s emphasis on EBITDA-driven incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Everus Construction Group, Inc. | Vice President, Human Resources | Nov 1, 2024–Present | Not disclosed |
| Everus Construction, Inc. (pre-spin) | Director, Human Resources | Dec 2020–Oct 31, 2024 | Not disclosed |
| MDU Resources Group, Inc. | Human Resources roles | Aug 2019–Dec 2020 | Not disclosed |
| Western Cooperative Credit Union | Regional VP; Vice President of Human Resources | 2005–2019 | Not disclosed |
External Roles
None disclosed in company filings reviewed .
Fixed Compensation
| Component | Detail |
|---|---|
| Base salary | Not disclosed for Ms. Hendricks (she is not a 2024 Named Executive Officer); company targets salary grades at or near the 50th percentile of peers for roles generally . |
| Target annual bonus | Not disclosed for Ms. Hendricks; executive annual incentives are performance-based with pre-set measures (see Performance Compensation) . |
| Perquisites | Executives do not receive perquisites that materially differ from those available to employees in general . |
| Pension/SERP | No executive-specific pension/SERP details disclosed for Ms. Hendricks; NEO pension participation varies by role; Ms. Hendricks is not among NEOs . |
Performance Compensation
Company program design relevant to executive officers (for context; Ms. Hendricks’ specific targets/weights were not disclosed):
- 2024 design: 100% of annual cash incentive performance-based; long-term equity composed solely of time-vesting RSUs (retention focus during separation) .
- 2025 design: annual incentive remains 100% performance-based; long-term equity shifts to a mix with 60% performance shares (PSUs) and 40% time-vested RSUs .
| Year | Metric | Weighting | Target | Actual/Outcome | Payout Curve/Outcome |
|---|---|---|---|---|---|
| 2024 (company framework) | EBITDA, as adjusted | For NEOs: often 100% (CFO/COO/CAO); CEO used 80% EBITDA/20% spinoff; weights for VP HR not disclosed | $227.7M | $241.4M (106% of target; $232.2M EBITDA + $9.2M approved adjustments) | Threshold 65%→25%, Target 100%→100%, Max 115%→250%; NEO EBITDA component paid 160.2% at 106% of target |
| 2024 (company framework) | “Everus spinoff” strategic goal | CEO/CLO only (not applicable to VP HR per disclosures) | Successful completion | Completed Oct 31, 2024 | Strategic scale paid 200% for successful completion |
| 2025 (preview) | Multiple financial/operational metrics (incl. EBITDA) | Mix determined by role | Not disclosed | Not applicable | Annual plan 100% performance-based; LTI 60% PSUs/40% RSUs |
Notes:
- Specific 2024 targets/weights for Ms. Hendricks were not disclosed; the table reflects company-wide NEO framework for context only .
- An ESG modifier of ±5% applied in 2024 to certain executives (CEO/CLO); it was discontinued for 2025 .
Equity Ownership & Alignment
| Topic | Status/Policy |
|---|---|
| Beneficial ownership | No individual ownership disclosed for Ms. Hendricks; the proxy lists directors and NEOs individually and the total for all directors and executive officers as a group (107,229 shares; <1% of class) . |
| Ownership guidelines | Executive officers must own ECG stock within five years; CEO: 5x salary; CFO/COO/CLO: 3x; CAO: 2x. Guidelines for VP HR are not specified in the proxy . |
| Net share retention | Company may require executives who have not met ownership guidelines to hold additional net after-tax shares received under RSU awards until compliant . |
| Anti-hedging/pledging | Hedging and pledging company stock are prohibited for directors and executives; margin accounts allowed only if ECG stock is explicitly excluded from margin/pledge provisions . |
| Clawback | Incentive compensation is subject to recovery in the event of an accounting restatement (excess over restated results) . |
| Dividends | No dividends/dividend equivalents on unvested share awards . |
| Option usage | Company does not use stock options for executive incentives . |
| Minimum vesting | Plan requires minimum one-year vesting for stock awards (limited exceptions); 2024 RSUs (converted from MDU) vest on Dec 31, 2026 . |
Employment Terms
| Term | Detail |
|---|---|
| Appointment/tenure | Appointed Vice President, Human Resources effective Nov 1, 2024; previously Director of HR for Everus Construction (Dec 2020–Oct 31, 2024) . |
| Change-in-control (CIC) severance | Ms. Hendricks is an executive officer, and the CIC Plan covers current NEOs “as well as the other executive officers” (effective Nov 21, 2024) . |
| CIC trigger | Double-trigger: termination by the company without Cause or by the participant for Good Reason on or within two years following a Change in Control . |
| CIC cash benefits | Lump sum equal to: (i) prorated target annual incentive for the year of termination; (ii) 2× (3× for CEO) the sum of base salary + target annual incentive; (iii) 2× (3× for CEO) the employer portion of healthcare plan costs for 12 months; plus outplacement services up to $10,500 . |
| CIC conditions | Release of claims required; 1-year post-termination noncompete and employee/customer nonsolicit covenants apply . |
| 280G treatment | “Cut-back” to avoid excise tax if more favorable after-tax to participant; no tax gross-up . |
| RSU award mechanics | RSUs vest per award notice; pro-rata vesting on death/disability; retirement vesting per year of vest schedule; full vest of Replacement Awards on a Qualifying Termination; settlement within ~60 days of vest/trigger (subject to 409A rules) . |
Compensation Structure Analysis
- Mix, risk, and governance: For executives, a balanced pay mix includes at-risk annual incentives and long-term equity; company uses an independent compensation consultant (Meridian) and sets initial salary grades near the 50th percentile; no stock options; clawback in place; anti-hedging/pledging policies; no dividends on unvested shares .
- 2024→2025 shift: From 100% time-vested RSUs (separation year) to adding PSUs (60% of LTI) in 2025, strengthening pay-for-performance alignment; annual incentive remains fully performance-based .
- Ownership alignment: Stock ownership requirements with potential net-share holding mandates until compliance enhances long-term alignment and can temper near-term selling pressure upon vesting .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (reduces alignment risk concerns related to collateral or derivatives) .
- Change-in-control severance uses a double-trigger and 280G cutback (no gross-up), which is shareholder-favorable relative to legacy gross-up designs .
- Company policy avoids option repricing by not using options; no dividend accrual on unvested awards (limits windfalls) .
- Multiple law firm announcements in Apr–May 2025 indicate securities class action activity against Everus; these are firm notices, not adjudications, and are not specific to Ms. Hendricks but may influence equity value/trading windows (examples: Apr 24–May 8, 2025) .
Compensation Peer Group (Benchmarking context)
- 2024 peer set (for CEO/CFO/CLO benchmarking) included 16 construction/engineering and related services companies (e.g., APi Group, Dycom, Primoris, MYR Group, Tetra Tech, Comfort Systems, Granite) .
- Initial determination of a position’s salary grade targets ~50th percentile of peer base salaries; broader program considers peer/market data and internal equity .
Equity Vesting & Potential Selling Pressure
- 2024 awards (to NEOs) converted from MDU to Everus time-vesting RSUs vest on Dec 31, 2026; plan minimum vesting is one year, and executives may be required to hold net shares until ownership guidelines are met—together, these features moderate near-term sell pressure at vest .
- No hedging/pledging allowed, further limiting leverage-related sell dynamics .
Investment Implications
- Incentive alignment and retention: The 2025 shift to PSUs (60% of LTI) and fully performance-based annual incentives strengthens pay-for-performance linkage for executives, including HR leadership roles critical to retention and post-spin execution .
- Transaction resilience: The double-trigger CIC severance (2× salary+target bonus for executive officers, pro-rata bonus, healthcare, outplacement) plus 1-year restrictive covenants provides retention and orderly transition incentives during strategic events without shareholder-unfriendly tax gross-ups .
- Governance posture: Clawback, anti-hedging/pledging, no options, ownership requirements, and potential net share retention underpin alignment and reduce risk of misaligned incentives; however, lack of individual disclosure for Ms. Hendricks’ pay and holdings limits precision in assessing her personal incentive sensitivity .
- Operating backdrop: Strong 2024 operational performance (EBITDA and backlog growth) supported above-target incentive payouts for NEOs and provides a constructive context for HR-driven execution priorities in 2025; litigation overhangs remain a general company risk factor rather than executive-specific .