Jeffrey S. Thiede
About Jeffrey S. Thiede
Jeffrey S. Thiede, age 62, is President and Chief Executive Officer of Everus Construction Group, Inc. (ECG) and has served as a director since November 1, 2024; he became President effective February 28, 2024 and previously led Everus Construction (formerly MDU Construction Services Group) as President and CEO since April 30, 2013 after serving as President from 2012 to 2013 . Under 2024 performance, Everus reported consolidated revenue of $2.85 billion, EBITDA of $232.2 million (up from $222.6 million in 2023), backlog of $2.78 billion (up from $2.01 billion), and net income of $143.4 million with diluted EPS of $2.81 . In 2024 incentive design, the CEO’s annual cash incentive used EBITDA (as adjusted) and a strategic spinoff milestone, producing a weighted payout of 168.2% plus a 5% ESG modifier (prorated), with EBITDA (as adjusted) actual of $241.4 million against a $227.7 million target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Everus Construction Group, Inc. | President and Chief Executive Officer; Director | 2024–present | Provides strategic, financial, M&A, risk, human capital, safety-first execution and operational oversight . |
| Everus Construction, Inc. (MDU Construction Services Group) | President and Chief Executive Officer | 2013–2024 | Led expansion, acquisitions, and segment execution across E&M and T&D services . |
| Everus Construction, Inc. | President | 2012–2013 | Executive leadership, succession planning, and operational management . |
| Capital Electric Construction Company, Inc. (Everus subsidiary) | President | 2006–2011 | Operating company leadership within E&M segment . |
| OEG, Inc. (Oregon Electric Group; Everus subsidiary) | President | 2004–2011 | Operating company leadership with focus on safety, compliance, and execution . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OSHA Electrical Transmission & Distribution Partnership | Executive Team Leader | 2015–present | Industry-wide safety collaboration and standards advancement . |
| Oregon State University Construction Education Foundation | Director | 2011–2020 | Philanthropic and academic support for construction education . |
| OSU College of Engineering, Dean’s Leadership Council | Member | 2018–2020 | Strategic guidance and industry linkage for engineering programs . |
Fixed Compensation
| Period | Base Salary ($) | Target Annual Cash Incentive (% of Base) | Target LT Equity Incentive (% of Base) |
|---|---|---|---|
| 2024 (Pre-Separation) | 575,000 | 75% | 170% (977,500) |
| 2024 (Post-Separation, effective Nov 1, 2024) | 850,000 | 110% | Unchanged from pre-Separation for 2024; 2025 LTIP preview 300% of base per offer letter |
| 2024 Actual Salary Paid (prorated) | 620,833 | n/a | n/a |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Scale | Payout Achieved |
|---|---|---|---|---|---|
| EBITDA, as adjusted | 80% | $227.7 million | $241.4 million | 65% target → 25%; 100% target → 100%; 115% target → 250% | 106.0% of target → 160.2% payout |
| Everus Spinoff (strategic) | 20% | Completion milestones (threshold→target→max) | Successful completion | Max = 200% | 200% payout |
| ESG Modifier | +/−5% (CEO applicable) | Committee-assessed | 5% add (prorated by period) | ±5% of target | +5% (CEO) |
2024 Annual Cash Incentive Results (CEO):
| Performance Period | Target Annual Incentive ($) | Weighted Payout (%) | ESG Modifier (%) | Total Payout ($) |
|---|---|---|---|---|
| Jan 1, 2024 – Oct 31, 2024 | 359,375 | 168.2% | 5.0% (17,969) | 622,438 |
| Nov 1, 2024 – Dec 31, 2024 | 155,833 | 168.2% | 5.0% (7,792) | 269,903 |
| Total | 515,208 | n/a | n/a | 892,341 |
Long-Term Incentives and Vesting:
- 2024 grant: Time-vesting RSUs granted Feb 15, 2024; converted to 30,372 Everus RSUs upon Separation; scheduled to vest Dec 31, 2026 (continued employment required) .
- 2023 grant: Converted to 25,047 Everus RSUs; scheduled to vest Dec 31, 2025 .
- 2022–2024 award: 21,199 Everus shares vested Dec 31, 2024; dividend equivalents $61,432 .
- Company does not use stock options .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 47,932 shares; <1% of class (50,999,228 shares outstanding as of Mar 21, 2025) |
| Unvested RSUs Outstanding (12/31/2024) | 25,047 (2023 grant), 30,372 (2024 grant); market value $1,646,840 and $1,996,959 respectively (at $65.75 close) |
| Vested in 2024 | 21,199 shares; $1,455,266 value realized including dividend equivalents |
| Ownership Guidelines (CEO) | Requirement = 5x base salary; CEO holds 8.0x; guideline met as of 12/31/2024 |
| Hedging/Pledging | Prohibited for executives and directors; margin accounts only if stock excluded from margin/pledge |
| Retention Policy | 50% of net-after-tax shares from awards granted 2024 and prior retained for the earlier of two years or until termination; discontinued for 2025 grants; must hold until ownership guidelines met if below requirements |
Employment Terms
- Offer letter (July 11, 2024): Base salary $850,000; target annual cash incentive 110% of base (prorated for 2024); 2025 LT equity award opportunity 300% of base; $100,000 company contribution to nonqualified deferred compensation plan (3-year ratable vest) .
- Change-in-Control Severance Plan (adopted Nov 2024): CEO Tier multiple = 3x; double-trigger vesting for equity (change in control plus qualifying termination within two years); lump-sum severance includes accrued comp, prorated target bonus, 3x base + target bonus, employer healthcare cost multiple, and outplacement (cap $10,500); payments reduced to avoid excise tax if net after-tax benefit is higher .
- Clawback Policy: Recovery of incentive-based compensation for accounting restatements irrespective of misconduct, effective Nov 1, 2024 (intended to comply with SEC Rule 10D-1 and NYSE 303A.14) .
- Insider Trading Policy: Prohibits hedging and pledging of company stock; governs trading for all covered persons .
Board Governance
- Board service: Director since 2024; not independent (all other nominees independent); standing committees comprised entirely of independent directors; separate independent Chair of the Board .
- Committees: Thiede is not listed as a member of Audit, Compensation, or Nominating and Governance committees; these committees met in 2024 post-Separation and are fully independent .
- Attendance: Each director attended at least 75% of combined board and committee meetings in 2024 post-Separation .
- Director compensation: CEO received no additional board compensation in 2024 .
- Dual-role implications: Separation of Chair and CEO roles mitigates concentration of authority and supports independent oversight and executive sessions of independent directors at each regular board meeting .
Compensation Structure Analysis
- At-risk pay: Over 70% of CEO target compensation was at-risk in 2024; annual cash incentive 100% performance-based; 2024 LT awards were time-vesting RSUs (retention during transformational year); 2025 design adds 60% performance share awards tied to relative TSR and EBITDA (as adjusted) and 40% RSUs .
- Mix shift: No stock options; exclusive RSUs in 2024 with three-year cliff vest; move to performance shares with capped payouts (200%) beginning 2025; annual cash incentive maximum moved from 250% in 2024 to 200% in 2025 .
- CEO pay calibration post-Separation: Base salary increased to $850,000 and target annual incentive to 110% to align with market medians for role; 2025 LTIP opportunity set at 300% of base .
Compensation & Governance Peer Group
2024 compensation benchmarking peer group (CEO/CFO/CLO positions): APi Group, Arcosa, Clean Harbors, Comfort Systems USA, Construction Partners, Dycom Industries, Enviri, Granite Construction, IES Holdings, KBR, Matrix Service, MYR Group, Primoris Services, Team, Tetra Tech, Valmont Industries (revenues $0.8–$7.0B) .
Say-on-Pay & Shareholder Feedback
- First say-on-pay vote at 2025 annual meeting; board recommends an annual frequency for advisory votes; say-on-frequency and say-on-pay proposals included in the proxy .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; strict insider trading policy and clawback in place .
- No related person transactions disclosed for 2024 (aside from standard Separation-related agreements) .
- No stock options or repricing; equity is RSU-based with retention requirements for 2024 and prior awards .
- Some executives (not CEO) received tax gross-ups related to discontinuance of a retiree reimbursement account; company-wide policy implications disclosed .
Director Compensation (for Jeffrey S. Thiede)
- No additional board compensation paid to the CEO for director service in 2024 .
Expertise & Qualifications
- Board skills matrix highlights Thiede’s executive management, accounting/audit, finance/capital markets, risk management/compliance, strategy/M&A, industry/infrastructure, legal/corporate governance, human capital, environment/sustainability and safety, and emerging technologies/innovation experience .
- Contributions emphasize safety leadership and operating company governance across Everus .
Investment Implications
- Alignment: High at-risk pay, ownership at 8x salary against a 5x requirement, anti-hedging/pledging, and clawback support strong alignment; 2025 LTIP adds TSR and EBITDA performance shares, increasing pay-for-performance sensitivity .
- Vesting/Supply Watch: Significant RSU vesting dates on Dec 31, 2025 (25,047 RSUs) and Dec 31, 2026 (30,372 RSUs) may be relevant for liquidity/supply considerations; retention rules for earlier awards and ownership requirements mitigate immediate selling pressure .
- Retention and Transaction Dynamics: CIC plan provides 3x base+bonus for CEO on double-trigger and full equity vesting on change-in-control plus qualifying termination, which can reduce executive uncertainty during potential strategic transactions and align focus on shareholder value creation .
- Performance Signal: 2024 incentives paid on EBITDA (as adjusted) and spinoff completion with a 168.2% weighted payout and 5% ESG add suggest strong operational delivery during spin period; 2025 design shifts to multi-metric including safety (TRIR) and performance shares, increasing future variability tied to execution and market-relative performance .