David M. Sparby
About David M. Sparby
David M. Sparby (age 70) is an independent director of Everus Construction Group (ECG) and chairs the Audit Committee; he also serves on the Compensation Committee . He has 32+ years of public utility management and leadership experience, including roles as senior vice president and group president at Xcel Energy and president and CEO of its subsidiary NSP-Minnesota; he previously served as chief financial officer and held earlier legal roles at Northern States Power Company/Xcel Energy . The Board has determined he is independent under SEC and NYSE standards, and designated him as an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xcel Energy, Inc. | Senior Vice President and Group President, Revenue | Sep 2011 – Aug 2013 | Senior leadership at a large public utility; strategy and operations |
| NSP-Minnesota (subsidiary of Xcel Energy) | President & CEO | May 2013 – Dec 2014 | Led utility operations and corporate governance |
| NSP-Minnesota (subsidiary of Xcel Energy) | Chief Financial Officer and CEO | Mar 2009 – Sep 2011 | Financial leadership; risk management; compliance |
| Northern States Power Company/Xcel Energy | Attorney; increasing responsibility | Not disclosed | Legal, regulatory, governance foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MDU Resources Group, Inc. | Director | Aug 2018 – Oct 31, 2024 | Audit Committee Chair; Environmental & Sustainability Committee member |
| Mitchell Hamline School of Law | Board of Trustees | Jul 2011 – Jul 2020 | Governance oversight of academic institution |
| College of St. Scholastica | Board of Trustees | 2012 – 2023 (Chair: 2020–2023) | Board leadership; strategic oversight |
Board Governance
- Committees: Audit Committee Chair; member, Compensation Committee .
- Audit Committee designation: ECG Board classified Mr. Sparby as an “audit committee financial expert”; all audit members financially literate and independent .
- Independence: Board affirms all directors except the CEO are independent; all standing committees are entirely independent .
- Attendance and engagement: Board held one meeting post-Separation in 2024; each director attended at least 75% of combined board/committee meetings; committees meet at least quarterly .
- Executive sessions: Non-employee directors meet in executive session at each regularly scheduled quarterly board meeting .
- Board leadership: ECG separates Chair and CEO; Chair must be independent (current Chair: Dale S. Rosenthal) .
- Risk oversight: Audit Committee oversees financial reporting, controls, cybersecurity, legal/regulatory compliance, and ESG/sustainability risk; Compensation and Nominating & Governance oversee human capital and governance risks .
Fixed Compensation
| Component | Policy Amount (2024) | Notes |
|---|---|---|
| Base Cash Retainer | $110,000 | Paid monthly |
| Non‑Executive Chair Cash Retainer | $100,000 | Applies only to board chair |
| Audit Committee Chair Fee | $20,000 | Additional cash retainer |
| Compensation Committee Chair Fee | $15,000 | Additional cash retainer |
| Nominating & Governance Chair Fee | $15,000 | Additional cash retainer |
| Annual Stock Grant (Non‑Executive Chair) | $175,000 | Fully vested stock; granted in November |
| Annual Stock Grant (Directors) | $150,000 | Fully vested stock; granted in November |
| Meeting Fees | None | No meeting fees paid |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| David M. Sparby | $21,667 | $150,000 | $171,667 |
- Stock awards determined by dividing grant value by closing price on grant date ($63.91 on Nov 25, 2024); grants are fully vested common stock; fractional shares settled in cash .
Performance Compensation
| Element | Structure | Status |
|---|---|---|
| Performance‑based equity for directors | PSUs/metrics | Not used; director equity grants are fully vested stock |
| Stock options | Option awards | Not used by the company as incentive compensation |
| Meeting‑based incentives | Per‑meeting fees | None |
- Hedging/Pledging: Directors are prohibited from hedging company securities and from pledging shares (with limited margin account exceptions requiring explicit exclusion) .
Other Directorships & Interlocks
| Company | Role | Dates | Interlock/Notes |
|---|---|---|---|
| MDU Resources Group, Inc. | Director | Aug 2018 – Oct 31, 2024 | Several ECG directors previously served on MDU’s board prior to the Separation (Rosenthal, Della Rocca, Ryan, Sparby), creating governance continuity; ECG discloses no related party transactions by directors/officers |
- Separation-related agreements with MDU (separation & distribution, transition services, tax matters, employee matters) govern post-spin relationships; ECG paid ~$727,000 and received ~$47,000 under the transition services agreement in 2024; these are corporate-level arrangements, not director-related transactions .
Expertise & Qualifications
- Utilities and energy distribution: Extensive leadership in electric and gas distribution, renewable energy, and public utilities; senior roles at Xcel/NSP-Minnesota .
- Audit/finance: Designated audit committee financial expert; broad audit and financial oversight experience, including prior audit committee chair service at MDU Resources .
- Governance and risk: Deep knowledge of corporate governance, risk management, compliance, strategic planning, and human capital management .
- ESG oversight: Experience with environmental and sustainability oversight; ECG Audit Committee covers ESG/climate, safety, and sustainability performance and disclosures .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 13,657 |
| Percent of Class | Less than 1% (based on 50,999,228 shares outstanding as of Mar 21, 2025) |
| Director Stock Ownership Policy | Must beneficially own ECG common stock equal to 5× annual cash base retainer; five years to comply; all directors are in compliance or within compliance window |
| Hedging/Pledging | Prohibited for directors |
Governance Assessment
-
Strengths and signals of confidence:
- Independent director with industry-relevant utility leadership; serves as Audit Chair and designated financial expert, bolstering oversight of financial reporting and ESG/sustainability risks .
- Board and committees entirely independent (other than CEO); structured executive sessions and clear risk oversight responsibilities; attendance at least 75%+ post-Separation .
- Director compensation mixes cash plus fully vested equity with ownership requirements (5× retainer), anti‑hedging and anti‑pledging policies—aligning incentives while limiting risk .
-
Potential risk indicators and mitigants:
- Prior MDU board interlocks could raise perceived continuity concerns; mitigated by explicit disclosure of no related party transactions involving directors/officers and by formal separation agreements establishing arm’s‑length governance and payments .
- Overboarding safeguards in place (≤3 public company boards total, including ECG); no exceptions disclosed for current directors .
- Mandatory retirement at age 75 and 15‑year term limit support refreshment; nominating committee engaged a global search firm in 2025 to expand candidate pool (diversity, expertise) .