Helena Hernandez
About Helena Hernandez
Independent director at Everus Construction Group (NYSE: ECG) since July 29, 2025, appointed to strengthen board oversight with 25+ years in energy operations and grid innovation; previously VP roles across solar/battery storage, wind operations, and smart grid at Florida Power & Light (NextEra) and leadership roles at GE . Education: B.S. Industrial Engineering (Florida International University) and MBA (University of Miami School of Business) . Tenure: appointed July 29, 2025; independence affirmed for Board and Compensation Committee service under NYSE/SEC standards . Age not disclosed in the company’s appointment 8-K or press release .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Florida Power & Light (NextEra Energy) | VP, Smart Grid & Innovation | Not disclosed | Led advanced grid technologies and innovation |
| Florida Power & Light (NextEra Energy) | VP, Solar & Battery Storage Operations | Not disclosed | Operational leadership in renewables integration |
| Florida Power & Light (NextEra Energy) | VP, Wind Operations | Not disclosed | Oversight of wind portfolio operations |
| General Electric | Leadership roles (titles not specified) | Not disclosed | Industrial operations and technology exposure |
| Energy industry overall | 25+ years experience | Cumulative | Deep domain experience across generation, distribution, renewables |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | No public company board roles disclosed in appointment materials |
Board Governance
- Committee assignments: Compensation Committee; Nominating & Governance Committee (member) .
- Independence: Board determined Hernandez is independent and eligible for Compensation Committee under NYSE/SEC rules .
- Attendance: Not yet applicable for 2024; directors generally met at least 75% post-Separation in 2024 (Hernandez joined in 2025) .
- Engagement context: Independent director executive sessions occur at each regular quarterly board meeting ; standing committees are fully independent .
- Board structure guardrails: Majority voting in uncontested elections; mandatory retirement at 75; 15-year term limit; overboarding cap at three public company boards (including Everus) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual base cash retainer | $110,000 | Paid monthly; pro-rated if term begins after annual meeting |
| Committee membership fee | $0 | No meeting fees; only committee chairs receive additional retainers |
| Committee chair retainers (if applicable in future) | $20,000 (Audit Chair); $15,000 (Comp Chair); $15,000 (Nominating & Governance Chair) | Only applicable if appointed as chair |
| Travel reimbursement | Reasonable; spouse allowed; airfare up to but not including first-class; spouse travel treated as taxable income | Reimbursed per policy |
| Life insurance | $100,000 (non-contributory group policy) | Taxable imputed income reported on Form 1099 |
| Deferred compensation (cash) | Available | Directors may defer retainers under the Directors’ NQDC Plan |
Performance Compensation
| Equity Award | Value | Vesting | Proration | Share Calculation | Deferral | Dividend Equivalents |
|---|---|---|---|---|---|---|
| Annual RSUs (2025 Director Term) | $150,000 | Vests on first anniversary of May 20, 2025 annual meeting (i.e., May 20, 2026) | Prorated by months of service in the “compensation year” if term began after annual meeting | Shares = award value ÷ 15-day NYSE average closing price prior to grant; fractional cash for II.B | Post-2025 RSUs may be deferred into NQDC; II.A/B not deferrable | Yes if the company pays dividends; company does not currently pay dividends |
Key RSU terms:
- Death/Disability: unvested RSUs vest immediately .
- Retirement (including decision not to stand): pro rata vesting by months served/12 .
- Change in Control: unvested RSUs vest immediately .
- Settlement: shares delivered within 60 days of earliest of vesting, death, disability, retirement (subject to valid deferral elections under 409A) .
- Clawback context: Company maintains an incentive compensation recovery policy for restatements; directors’ time-based RSUs are not performance-linked .
Other Directorships & Interlocks
| Company | Role | Committees | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | Appointment disclosures do not list other public boards; no related-party transactions reported for Hernandez |
Expertise & Qualifications
- Energy and utilities operations leadership across renewables, storage, wind, and smart grid; aligns with Everus’ utility and infrastructure customer base .
- Industrial engineering and MBA credentials support oversight of technology, operations, and capital allocation .
- Adds technology and operational expertise to Compensation and Nominating & Governance oversight .
Equity Ownership
| Metric | As-of | Value/Status |
|---|---|---|
| Beneficial ownership | Filing date Aug 13, 2025; event date Jul 29, 2025 | Form 3 filed; “No securities are beneficially owned” |
| Ownership guideline | Ongoing | Directors must hold Everus stock equal to 5x annual base retainer ($550,000 at current retainer) within five years from Jan 1 following initial election |
| Hedging/Pledging | Policy | Hedging and pledging of company stock prohibited (limited margin account exception only if stock excluded from margin/pledge provisions) |
Insider Trades
| Date of Event | Filing Date | Form | Summary |
|---|---|---|---|
| 07/29/2025 | 08/13/2025 | Form 3 | Initial statement of beneficial ownership; “No securities are beneficially owned” |
Governance Assessment
- Positives: Independent director on two key committees (Compensation; Nominating & Governance) adds operational and technology depth; independence confirmed under NYSE/SEC rules . Equity retainer via RSUs (prorated for 2025) supports alignment; mandatory director ownership guideline (5x retainer) and prohibition on hedging/pledging strengthen investor alignment .
- Conflicts: Company reports Hernandez is not party to related-party transactions and had no arrangements leading to selection; board highlights “No related party transactions” as a governance practice .
- Signals/risks: Form 3 shows no current share ownership, typical for a new appointee but watch for guideline progress over the next five years; RSUs are time-based (not performance-conditioned), so alignment depends on share accumulation and policy compliance rather than performance metrics .
- Engagement context: Independent-only executive sessions each regular meeting, fully independent committees, majority voting, and term/age limits support board effectiveness and accountability .
RED FLAGS to monitor: initial zero share ownership (track accumulation vs. 5x retainer guideline) ; absence of performance-based equity for directors (time-based RSUs) ; ensure continued independence given prior executive roles at utility customers (no related-party transactions currently disclosed) .