Dale S. Rosenthal
About Dale S. Rosenthal
Dale S. Rosenthal, age 68, is an independent director and the non‑executive Chair of the Board at Everus Construction Group (ECG). She has 22+ years of construction industry leadership, including CFO and division president roles at Clark Construction Group and Clark Financial Services Group, and strategic director experience; she joined ECG’s board via service on MDU Resources’ board (2011–2024) and was appointed ECG’s non‑executive Chair upon the October 31, 2024 Separation from MDU Resources . ECG’s bylaws require the Chair to be independent, and the board determined she meets SEC/NYSE independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clark Construction Group, LLC | Chief Financial Officer & SVP | Apr 2000 – Apr 2008 | Led finance; established Global Technologies Group for data centers |
| Clark Financial Services Group | Division President | Apr 2008 – Dec 2016 | Leveraged turnkey construction into alternative energy development |
| Clark Construction Group, LLC | Strategic Director | Jan 2017 – Dec 2017 | Strategic oversight; risk and corporate strategy |
| Various tax‑credit housing developers | Financing team leader | Not dated | Identified innovative tax structures for complex transactions |
| MDU Resources Group, Inc. | Director (environment & sustainability chair; nom/gov and audit member) | May 2021 – Oct 31, 2024 | ESG oversight; governance and audit experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Washington Gas Light Company (AltaGas subsidiary; formerly public) | Director; Audit Committee Chair (2018–2022) | Oct 2014 – Present | Regulated utility governance; audit leadership |
| Cornell University | Board of Trustees member | Jun 2017 – Present | Finance and Building & Properties committees |
| Transurban Chesapeake LLC | Director; Audit Committee Chair | Aug 2021 – Present | Toll roads; audit oversight since 2022 |
| Langan Engineering & Environmental Services | Board Advisor | Mar 2020 – Dec 2023 | Advisory role for engineering/environmental services |
Board Governance
- Role: Non‑executive Chair of the Board; ECG separates Chair and CEO roles to strengthen oversight and independent challenge; the Chair sets agendas, information flow, and leads executive sessions each regular quarterly meeting .
- Independence: All directors except the CEO are independent under SEC/NYSE standards; standing committees are entirely independent .
- Committees: Rosenthal serves on Compensation and Nominating & Governance; the latter met one time and Compensation met one time in 2024 following the Separation .
- Attendance: In 2024 following the Separation, the board held one meeting; each director attended at least 75% of combined board/committee meetings during their service period .
- Risk oversight: Active quarterly management presentations; survey‑based ERM; committee division of financial, compensation, sustainability, and governance risks .
- Overboarding: ECG limits directors to ≤3 public boards including ECG; all directors/officers comply .
- Stockholder engagement: Planned outreach to top 30 holders annually; proxy access framework in bylaws .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Base Cash Retainer | 110,000 | All non‑employee directors |
| Additional Cash Retainer – Non‑Executive Chair | 100,000 | Chair premium |
| Chair Retainer – Audit | 20,000 | Committee chair fee |
| Chair Retainer – Compensation | 15,000 | Committee chair fee |
| Chair Retainer – Nominating & Governance | 15,000 | Committee chair fee |
| Meeting Fees | — | None paid |
| Dale S. Rosenthal – 2024 Paid | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 35,000 | Prorated for service months; reflects Chair premium from Separation onward |
| Stock Awards (GAAP grant date fair value) | 154,167 | Prorated; includes service on MDU board pre‑Separation; fully vested stock; grant date 11/25/2024 price $63.91 |
| Total | 189,167 | Cash + equity (no options) |
- Annual director equity awards: Fully‑vested shares granted in November each year; non‑executive Chair grant value $175,000; other directors $150,000; cash retainers paid monthly; awards prorated if less than full year .
- Deferrals/diversions: Directors may defer cash retainers to phantom stock with dividend accruals (paid cash over five years after board exit); may divert cash retainer to purchase additional shares under the LTIP by annual election .
Performance Compensation
| Award Type | Performance Metric(s) | Weight | Measurement Period | Outcome |
|---|---|---|---|---|
| Annual Director Stock Grant (Fully Vested Shares) | None (time‑based vesting: immediate) | N/A | November yearly; prorated if partial year | Granted; no performance conditions |
| Stock Options | Not used for directors | N/A | N/A | ECG does not use stock options |
| Dividends on Unvested Shares | Not applicable | N/A | N/A | ECG does not pay dividends/dividend equivalents on unvested shares |
- Anti‑hedging/pledging: Directors are prohibited from hedging and pledging company stock (margin accounts allowed only if stock is excluded from margin/pledge/security provisions) .
Other Directorships & Interlocks
| Entity | Category | Potential Interlock/Exposure | Notes |
|---|---|---|---|
| Washington Gas Light Company (AltaGas subsidiary) | Natural gas utility | ECG T&D segment serves electric/natural gas utilities; oversight role could create perceived interlock | No related‑party transactions by directors/executives; audit committee oversees RPTs; none in 2024 |
| Transurban Chesapeake LLC | Transportation/toll roads | ECG T&D serves transportation end market; board role overlaps sector | No RPTs disclosed in 2024 |
| Cornell University (Trustee) | Academic/non‑profit | None | Governance role; no commercial tie to ECG |
| Langan Engineering (advisor, former) | Engineering services | Sector adjacency | Advisory ended 2023 |
- Related‑party transaction controls: Audit committee reviews/approves RPTs >$120,000; required reporting by related persons; none in 2024 except company‑level Separation agreements with MDU Resources (not director‑specific) .
Expertise & Qualifications
- Construction, alternative energy, real estate, infrastructure, risk management, and corporate strategy; extensive integrated operating leadership experience .
- Board skills matrix: executive management/public board experience; accounting/audit; finance/capital markets; risk/compliance; strategy/M&A; industry/infrastructure; legal/corporate governance; human capital; environment/sustainability & safety; emerging technologies/innovation (Rosenthal is marked across these categories) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Source/Date |
|---|---|---|---|
| Dale S. Rosenthal | 6,536 | <1% of 50,999,228 outstanding | March 21, 2025 |
- Ownership guidelines: Directors must beneficially own ECG common stock equal in value to 5x the annual base cash retainer; five years allowed from Jan 1 following initial election to comply; all directors are compliant or within the five‑year window .
- Hedging/pledging: Prohibited for directors (with limited margin account exception noted above) .
- Vested vs unvested: Annual director awards are fully vested stock at grant; no options outstanding for directors under policy .
Governance Assessment
- Strengths: Independent Chair; fully independent standing committees; clear RPT controls; robust ERM and sustainability oversight; active investor outreach and proxy access; mandatory retirement age (75) and 15‑year term limit enhance refreshment; overboarding policy enforced .
- Engagement: Attendance met ≥75% threshold in 2024; executive sessions at every regular quarterly board meeting led by the Chair .
- Compensation alignment: Director pay balanced between cash retainer and fully‑vested equity; anti‑hedging/pledging supports alignment; ownership guidelines target meaningful skin‑in‑the‑game .
- Potential red flags to monitor: Sector interlocks (utility/transportation) given ECG customer base, though no RPTs disclosed and formal controls are strong .
- Consultant independence: Compensation committee’s advisor (Meridian) retained post‑Separation; annual conflict assessment; consultant independent from management and limited to executive/director compensation work .
Overall, Rosenthal’s profile reflects deep construction/energy infrastructure expertise, prior public board governance leadership, and strong independence as non‑executive Chair—factors supportive of board effectiveness and investor confidence at ECG .