Edward A. Ryan
About Edward A. Ryan
Edward A. Ryan, age 71, is an independent director of Everus Construction Group, Inc. (ECG) since 2018 with six years of board tenure including service pre-spinoff at MDU Resources. He is the former Executive Vice President and General Counsel of Marriott International and currently chairs ECG’s Nominating and Governance Committee while serving on the Audit Committee, bringing deep corporate governance, legal, and risk oversight experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International | Advisor to CEO & President | Dec 2017 – Dec 2018 | Executive advisory; governance oversight |
| Marriott International | EVP & General Counsel | Dec 2006 – Dec 2017 | Led corporate transactions and governance beginning in 2005 |
| Marriott International | Senior VP & Associate General Counsel | Not disclosed | Senior legal leadership |
| Hogan & Hartson LLC (now Hogan Lovells) | Partner, real estate law | Not disclosed | Private practice; transactional specialization |
| MDU Resources Group, Inc. | Director | Nov 2018 – Oct 31, 2024 | Chair of Nominating & Governance; former Audit member |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C&O Canal Trust | Director | Since 2022 | Chair of Nominating & Governance and Canal Quarters committees since 2023 |
| Goodwill of Greater Washington | Director | 2015 – 2023 | Chair (2020–2021), Vice Chair (2019), Finance Chair (2018–2019) |
| Workbox Company | Board Advisor | Since Jan 2020 | Startup advisory; coworking and accelerator services |
Board Governance
- Independence: The board determined all director nominees, other than the CEO, are independent; Ryan is independent .
- Committees: Audit Committee member; Nominating & Governance Committee Chair .
- Attendance/Engagement: Board held one meeting in 2024 post-separation; each director attended at least 75% of combined board/committee meetings during the period served .
- Executive sessions: Independent directors meet in executive session at each quarterly board meeting; chair presides .
- Board leadership: Independent chair structure (Chair: Dale S. Rosenthal) and separate CEO .
- Governance features: Majority voting for directors; proxy access; anti-hedging/pledging; clawback policy; mandatory retirement age 75; 15-year term limit; overboarding policy (≤3 public boards) .
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Base cash retainer | $110,000 | Paid monthly |
| Nominating & Governance Committee Chair fee | $15,000 | Annual retainer |
| Meeting fees | $0 | No meeting fees |
| Director | Fees Earned/Paid in Cash (2024) | Stock Awards (2024) | Total (2024) |
|---|---|---|---|
| Edward A. Ryan | $20,833 | $150,000 | $170,833 |
2024 fees for all directors were prorated (two months) due to the Oct 31, 2024 separation; chair/committee retainers prorated accordingly . The non-executive chair receives a higher annual stock grant ($175,000) than other directors ($150,000) .
Performance Compensation
| Element | Detail | Terms |
|---|---|---|
| Annual equity grant (directors) | Fully vested stock grant | Granted each November following regular board meeting; for 2024, grant date Nov 25, 2024; share count based on dividing grant value by closing price ($63.91); fractional shares paid in cash |
| Grant value (Ryan) | $150,000 | Policy grant value for non-chair directors |
| Performance linkage | None disclosed | Director equity awards are fully vested stock; no performance metrics tied to director compensation |
Other Directorships & Interlocks
| Company | Type | Role | Tenure | Interlock/Comments |
|---|---|---|---|---|
| MDU Resources Group, Inc. | Public | Director | Nov 2018 – Oct 31, 2024 | Pre-spin affiliation; committee chair roles at MDU |
| Current public company boards | Public | — | — | None disclosed for Ryan in ECG proxy |
| C&O Canal Trust | Non-profit | Director, Committee Chair | Since 2022 (chair since 2023) | Community/heritage organization |
| Goodwill of Greater Washington | Non-profit | Director/Chair/Vice Chair/Finance Chair | 2015 – 2023 | Workforce/education focus |
| Workbox Company | Private | Board Advisor | Since Jan 2020 | Startup advisory |
Expertise & Qualifications
- Corporate governance and legal: Former EVP & General Counsel, Marriott; expertise in governance, acquisitions, compliance, labor relations .
- Risk oversight and strategy/M&A: Skills matrix flags executive management, risk management/compliance, and strategy/M&A; broad board experience .
- Audit/financial literacy: Audit committee membership at ECG and prior audit committee service at MDU Resources .
- Board composition/succession: Prior nominating & governance chair experience; active role in board refreshment at ECG .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Shares Outstanding Reference |
|---|---|---|---|
| Edward A. Ryan | 14,928 | <1% | 50,999,228 shares outstanding as of Mar 21, 2025 |
- Stock ownership policy for directors: Must beneficially own shares equal to 5x base cash retainer within five years; all directors are in compliance or within five-year window .
- Hedging/pledging: Prohibited for directors and executives; no pledging in margin accounts except explicit exclusions; applies to related persons/entities .
- Options: Company does not use stock options as a form of incentive compensation .
Governance Assessment
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Strengths:
- Independent director with deep governance/legal background; chair of Nominating & Governance and member of Audit Committee, supporting board effectiveness .
- Clear director pay structure (cash retainer + fully vested equity), no meeting fees, and independent consultant (Meridian) advising compensation committee .
- Robust governance policies: majority voting, proxy access, anti-hedging/pledging, clawback, term limits and retirement age; active shareholder outreach to top 30 holders .
- Attendance threshold met (≥75%) and regular executive sessions of independent directors .
-
Potential conflicts/related parties:
- Company reports no related party transactions by directors or executive officers; and no related person transactions in 2024 except separation-related agreements at the corporate level (not director-specific) -.
-
Risk indicators & red flags:
- No hedging/pledging permitted (alignment-positive) .
- Overboarding policy in place and currently compliant (≤3 public company boards including ECG) .
- No director meeting fees (reduces attendance gaming) .
- No current 8-K Item 5.07 voting results available to assess say-on-pay outcomes; proxy recommends annual say-on-pay frequency and includes say-on-pay vote, but post-meeting results not found in available filings .
-
Alignment/ownership:
- Beneficial ownership at 14,928 shares; <1% of outstanding; subject to director ownership guidelines; anti-hedging policy enhances alignment .
Note: 2025 annual meeting items included say-on-frequency (annual) and say-on-pay for NEOs, but voting outcomes (Item 5.07 8-K) were not available in the documents listed; therefore, say-on-pay approval percentages and shareholder proposal results cannot be assessed here .