Jon B. Hunke
About Jon B. Hunke
Jon B. Hunke (age 50) is Vice President and Chief Accounting Officer of Everus Construction Group (ECG), effective November 1, 2024. He previously served as VP of Accounting and Enterprise Information Technology and Treasurer (2018–Oct 2024) and Treasurer and Controller (2014–2018) after over 20 years with Everus/MDU affiliates, indicating deep institutional knowledge through multiple separations and systems transitions . As CAO, his 2024 incentive was tied 100% to EBITDA (as adjusted); the compensation committee certified a 160.2% payout for 2024 (prorated across pre- and post-separation sub‑periods), reflecting strong performance against financial targets . Company-level revenue and EBITDA trends during the last three fiscal years and recent quarters are below.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 2,699,250,000* | 2,854,390,000* | 2,849,685,000 |
| EBITDA ($) | 186,113,000* | 213,691,000* | 215,179,000* |
| Values marked with * retrieved from S&P Global. |
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($) | 759,638,000 | 826,629,000 | 921,466,000 | 986,820,000 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Everus Construction Group (Everus Construction pre‑Separation) | Vice President, Chief Accounting Officer | Nov 1, 2024 – Present | Principal Accounting Officer through public-company transition and control environment set-up . |
| Everus Construction | VP, Accounting & Enterprise IT; Treasurer | 2018 – Oct 2024 | Led accounting and enterprise IT; supported spin-off planning and systems separation . |
| Everus Construction | Treasurer & Controller | 2014 – 2018 | Corporate treasury and controllership for operating units . |
| Everus/MDU affiliates | Various finance roles | Prior to 2014 | Progressive responsibility across the group . |
Fixed Compensation
| Component | Detail | Amount / % | Notes |
|---|---|---|---|
| 2024 Actual Base Salary | Prorated pre/post‑Separation | $270,834 | $260,000 annual rate through Oct 31, 2024; $325,000 from Nov 1, 2024 . |
| Post‑Separation Annual Base | Effective Nov 1, 2024 | $325,000 | From offer letter . |
| Target Annual Cash Incentive | Percent of base (post‑Separation) | 40% | CAO target per offer letter . |
| Target Long‑Term Incentive | Percent of base (2025 opportunity) | 60% | If Separation occurred in 2024 (applies to 2025 LTI) . |
| Discretionary Bonus | One-time (awarded Feb 2024 for 2023 work) | $22,500 | For strategic review of Everus . |
| Retention Bonus | IT transition retention agreement | $50,000 | Payable at Dec 31, 2025 end of retention period . |
Performance Compensation
2024 Annual Cash Incentive (EICP)
- Structure and metrics:
- Metric: EBITDA, as adjusted; Weighting: 100% for CAO across both sub-periods .
- Full‑year weighted payout: 160.2% (prorated 133.5% for Jan 1–Oct 31; 26.7% for Nov 1–Dec 31) .
- Target and payout:
| Period | Target Incentive ($) | Metric | Weight | Weighted Payout (%) | Payout ($) |
|---|---|---|---|---|---|
| Jan 1 – Oct 31, 2024 | Included in annual target | EBITDA (as adj.) | 100% | 133.5% | $156,195 |
| Nov 1 – Dec 31, 2024 | Included in annual target | EBITDA (as adj.) | 100% | 26.7% | $34,710 |
| Full Year 2024 | $119,167 target; threshold $29,792; max $297,917 | EBITDA (as adj.) | 100% | 160.2% | $190,905 |
- 2024 EBITDA, as adjusted, certified at $241.4M (base EBITDA $232.2M plus $9.2M of approved adjustments for spinoff transaction costs and plan interest differences) .
Long‑Term Incentives (Equity)
- 2024 LTI design: 100% time‑vesting RSUs (retention-focused due to spin-off timing), vesting after three years; no incremental grants post‑Separation in 2024 .
- Individual outstanding RSUs at FY‑end 2024 (from pre‑Separation MDU awards converted at Separation):
- 2023 grant: 3,348 RSUs unvested; vests 12/31/2025 .
- 2024 grant: 3,684 RSUs unvested; vests 12/31/2026 .
- Vested in 2024 (converted 2022–2024 award): 2,874 shares; value realized $197,296 (incl. dividend equivalents) .
- 2025–2027 LTI preview: Mix moves to 60% PSUs and 40% RSUs; PSU metrics are relative TSR vs peer group and EBITDA (as adjusted) targets; RSUs time‑vest; PSU/annual caps of 200% of target .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 6,271 shares as of March 21, 2025; <1% of class (50,999,228 shares outstanding) . |
| Unvested RSUs | 3,348 (2023 grant; vests 12/31/2025) and 3,684 (2024 grant; vests 12/31/2026) . |
| Recent Vesting | 2,874 shares vested 12/31/2024 from 2022–2024 award; value realized $197,296 . |
| Ownership Guidelines | CAO must own 2x base salary; Hunke at 2.7x as of 12/31/2024; compliance deadline 1/1/2030 . |
| Pledging/Hedging | Prohibited for executives; margin accounts allowed only if shares excluded from margin/pledge provisions . |
| Share Retention | For 2024 and prior awards, must retain 50% of net after‑tax vested shares for 2 years or until employment ends; requirement discontinued for awards granted in 2025 onward; retention applies until ownership guideline met . |
| Tax Withholding Practice | Company net‑settles vested RSUs and withholds shares to satisfy taxes (aggregate employees), indicating potential routine selling pressure around vest dates . |
Employment Terms
| Term | Detail |
|---|---|
| Offer Letter (7/11/2024) | Role: VP & CAO (effective upon Separation); Base: $325,000; Target Annual Cash Incentive: 40% of base; 2025 LTI opportunity: 60% of base (if Separation occurred in 2024) . |
| Retention Agreement | $50,000 retention bonus for IT systems/services transition support, payable at 12/31/2025 . |
| Deferred Compensation | 2024 company contribution of $26,000 to Everus DCP; vests ratably over 3 years; 2024 aggregate earnings $37,058; 2024 year‑end balance $200,999 . |
| Retirement Programs | Participant in MDU Resources frozen Pension Plan (future benefits paid by MDU) and Everus 401(k); Everus provides 9% additional 401(k) contribution for pension legacy participants like Hunke . |
| Clawback & Risk Controls | Clawback policy for incentive-based pay; annual cash incentive cap 250% in 2024 moving to 200% in 2025; move to performance shares with 200% cap from 2025; prohibitions on pledging/hedging . |
| Potential Payments on Change in Control/Separation | Severance upon change in control with qualifying termination: $1,112,704; equity vesting value in various scenarios: Death $232,416; Disability $232,416; CIC with qualifying termination $471,009; CIC without qualifying termination $226,239 (values at $65.75 stock price on 12/31/2024) . |
| Equity Vesting on Termination (General) | For 2023/2024 time‑vesting RSUs, vest in full at end of 3‑year period subject to continued employment; pro‑rata or forfeiture outcomes vary by timing; special pro‑rata on death/disability; converted RSU mechanics described due to separations . |
Performance & Track Record
- Role execution: Elevated to principal accounting officer concurrent with spin-off; retention arrangement specifically tied to enterprise IT separation suggests central role in post‑separation control environment and systems continuity .
- 2024 incentive outcomes: Full-year weighted payout of 160.2% on EBITDA (as adjusted) for CAO role implies above‑plan financial execution and/or achievable targets; committee enumerated adjustments and certified results .
- Forward plan design: 2025 adds safety TRIR (20% weight) to annual plan with EBITDA (80%), and reintroduces PSU-based LTI tied to relative TSR and EBITDA, improving pay‑for‑performance alignment vs 2024’s retention-weighted RSUs .
Compensation Structure Analysis
- Mix and trend: 2024 LTI 100% time-vesting RSUs (spin-off driven) elevated the guaranteed/retention component; 2025 shifts back to 60% PSUs/40% RSUs, increasing performance sensitivity and reducing pay certainty .
- Annual incentive calibration: Caps moved from 250% (2024) to 200% (2025); ESG modifier removed in 2025; addition of TRIR increases operational balance in scorecard .
- Ownership and alignment: Meets/exceeds ownership guideline (2.7x vs 2x) and subject to anti‑pledging/hedging policies, reducing governance risk; share‑retention policy applies to legacy awards .
Investment Implications
- Alignment and retention: Clear retention hooks through 12/31/2025 (RSU cliff vest on 2023 grant and $50k retention bonus) and 12/31/2026 (2024 RSU vest), suggesting low near‑term departure risk but potential mechanical selling pressure at vest dates due to tax net settlement .
- Pay-for-performance trajectory: 2024’s 160.2% EICP payout on EBITDA (as adjusted) indicates strong execution or forgiving targets; 2025 plan adds TRIR and PSU mix with relative TSR/EBITDA, increasing sensitivity of realizable pay to operational and market outcomes .
- Governance quality: Prohibitions on pledging/hedging and stock ownership at 2.7x salary underscore alignment; change‑in‑control economics (~$1.11M severance plus equity treatment) are moderate for a CAO and appear double‑trigger based on “qualifying termination” labeling, which mitigates windfall risk absent termination .
- Monitoring signals: Watch February grant disclosures (2025–2027 PSU targets/peer set), year‑end RSU vest events (12/31/2025, 12/31/2026) for trading/liquidity effects, and any future compensation committee adjustments to EBITDA “as adjusted” to gauge rigor of targets .