Maximillian J Marcy
About Maximillian J Marcy
Maximillian J. Marcy is Vice President, Chief Financial Officer and Treasurer of Everus Construction Group (ECG), appointed effective November 1, 2024 (initially named CFO of Everus Construction on August 12, 2024); age 44 as of December 31, 2024 . ECG delivered 2024 revenue of $2.85B, EBITDA of $232.2M, net income of $143.4M, and backlog of $2.78B; ECG shares returned $125.26 on a $100 initial investment in 2024 as shown in Pay vs Performance, underscoring solid fundamentals during and post-spin . In 2025, Marcy signed SOX 302/906 certifications and led guidance raises (2025 revenue to $3.3–$3.4B; EBITDA to $240–$255M), highlighting execution momentum and disciplined balance sheet management (net leverage ~0.8x TTM) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| H.B. Fuller Company | VP II & Business Unit CFO, Engineering Adhesives Segment | Mar 2024 – Aug 2024 | Business unit financial leadership for a multinational adhesives segment |
| H.B. Fuller Company | VP, Corporate Finance – FP&A | Sep 2021 – Mar 2024 | Enterprise FP&A leadership supporting planning and performance management |
| H.B. Fuller Company | Senior Director, Corporate Treasurer | Nov 2020 – Sep 2021 | Corporate treasury leadership, capital/liquidity oversight |
| H.B. Fuller Company | Director, Assistant Treasurer | Jun 2018 – Nov 2020 | Treasury operations and financing support |
| H.B. Fuller Company | Director, Investor Relations & International Finance; Senior Manager, Treasury & IR | n/a | Investor communications and international finance responsibilities |
External Roles
- No public company directorships or committee roles disclosed. (Skip if not disclosed)
Fixed Compensation
| Item | 2024 |
|---|---|
| Base Salary (actual earned) | $169,934 |
| Target Base Salary (rate, post-Separation) | $438,000 |
| Target Annual Cash Incentive (% of base) | 80% |
| Actual Annual Cash Incentive Paid | $217,788 (for 2024 performance) |
| Nonqualified Deferred Compensation (company contribution) | $100,000; vests ratably over 3 years |
| Relocation Bonus | $100,000 (plus related relocation/housing totaling $118,250 in all-other compensation detail) |
| 401(k) Company Contributions | $4,380 |
| HSA Company Contributions | $208 |
| Stock Awards (2024) | None (joined Aug 2024; not eligible in Feb 2024 grant cycle) |
Notes:
- 2024 “All Other Compensation” for Marcy totaled $222,838 (comprising relocation, 401(k), DCP contribution, HSA) .
Performance Compensation
- 2024 Annual Cash Incentive design for CFO: single financial metric, EBITDA (as adjusted); payout curve allowed 25%–250% of target .
- Results: EBITDA (as adjusted) achieved 106.0% of target, translating to a payout factor of 160.2% (CFO weight 100%) .
| Metric | Weight | Target | Actual/Result | Payout % | Actual Payout ($) |
|---|---|---|---|---|---|
| EBITDA (as adjusted) | 100% | Not disclosed by dollar; target set by committee | $241.4M; 106.0% of target | 160.2% | $217,788 (prorated for start date) |
2025 program preview (for forward structure, not 2024 pay):
- Annual incentive tied to EBITDA (as adjusted) 80% and safety TRIR 20% .
- Long-term incentives granted Feb 2025: 60% Performance Share Awards (metrics: relative TSR vs peer group and EBITDA, as adjusted) and 40% time-vesting RSUs for the 2025–2027 performance period .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Mar 21, 2025) | 1,300 shares; less than 1% of outstanding |
| Shares Outstanding Reference | 50,999,228 shares outstanding (to derive percent of class) |
| Options Outstanding | Company does not use stock options as incentive compensation |
| RSUs/PSUs Outstanding at 12/31/2024 | None for Marcy (joined Aug 2024; no 2024 grant) |
| Stock Ownership Guidelines (Executives) | CFO required to own 3x base salary within five years; net shares from LTIs must be held until compliant |
| Hedging/Pledging | Prohibited for directors and executive officers; pledging in margin accounts also prohibited (with limited exceptions requiring explicit exclusion) |
| Deferred Compensation (Balance Year-end 2024) | $100,942 aggregate balance, including $100,000 company credit in 2024; vests ratably over 3 years |
Governance alignment features:
- Clawback policy for incentive-based comp upon an accounting restatement .
- Anti-hedging and anti-pledging policies .
Insider selling pressure assessment:
- No stock options (no strike-driven exercise overhang) .
- 2025 PSU/RSU awards introduce future vesting events; PSUs contingent on performance (relative TSR and EBITDA) reduce near-term forced selling pressure; time-vesting RSUs will settle over a multi-year schedule, creating episodic liquidity windows rather than sustained selling pressure (plan design per 2025–2027 cycle) .
Employment Terms
| Term | Detail |
|---|---|
| Appointment Dates | Named VP, CFO & Treasurer of Everus Construction on Aug 12, 2024; appointed VP, CFO & Treasurer of ECG effective Nov 1, 2024 |
| Change-in-Control (CIC) Vesting | Everus LTIP uses double-trigger vesting (CIC plus qualifying termination within two years) |
| CIC Severance Plan (adopted Nov 2024) | Double-trigger cash severance: 2x (for CFO tier) of base salary + target annual incentive, plus prorated target incentive for year of termination; additional healthcare cost multiple and outplacement benefits; subject to cutback to avoid 280G excise if beneficial |
| CIC Definitions | Change in control includes 20% beneficial ownership, board turnover, major M&A/asset sale (subject to continuity thresholds), or liquidation; replacement awards assumed if no acceleration |
| Potential Payout Illustration (12/31/2024 scenario) | CIC with qualifying termination: $1,999,904 cash severance for Marcy; no equity acceleration shown (no outstanding awards as of 12/31/24) |
| Clawback | Recovery of incentive-based comp upon accounting restatement |
| Insider Trading Policy | Comprehensive policy governing trading by insiders; filed as exhibit to 10-K |
| Non-compete/Non-solicit | Not disclosed (skip) |
Performance & Track Record
- 2024 performance snapshot: Revenue $2.85B; EBITDA $232.2M; net income $143.4M; backlog $2.78B; earnings per share $2.81 .
- 2025 guidance raised by CFO: Revenue $3.3–$3.4B (from $3.0–$3.1B); EBITDA $240–$255M (from $210–$225M); commentary on execution, capex increase for growth (prefab facility, vehicles/equipment), net leverage ~0.8x, and margin normalization in low-to-mid 7% range .
- Governance and controls: CFO signed SOX 302 and 906 certifications in Q2 and Q3 2025 10-Qs, indicating responsibility for disclosure controls and fair presentation .
Compensation Structure Analysis
- Year-over-year mix: 2024 didn’t include long-term equity for Marcy due to late-2024 hire; 2025 structure introduces significant at-risk LTI (expected shift toward ~70% at-risk for CFO) aligning with pay-for-performance .
- Metric rigor and evolution: 2024 CFO incentive tied solely to EBITDA (as adjusted) with 160.2% payout; 2025 adds safety (TRIR) and reinstates performance shares with relative TSR and EBITDA to promote balanced, multi-factor accountability .
- Risk mitigation: No stock options; clawback; anti-hedge/pledge; ownership guidelines with holding requirements .
Related Party Transactions and Red Flags
- Related party transactions: “Except as described,” no related person transactions in 2024 (none implicated for executives); anti-hedge/pledge policies in place .
- Governance: Independent compensation committee and consultant (Meridian); annual compensation risk assessment .
Equity Ownership & Alignment (Detail Table)
| Metric | Value |
|---|---|
| Total Shares Beneficially Owned | 1,300 |
| Percent of Class | <1% (based on 50,999,228 shares outstanding) |
| Ownership Guidelines (CFO) | 3x base salary within 5 years; hold net shares until compliant |
| Hedging/Pledging | Prohibited |
| DCP Balance (12/31/2024) | $100,942 (incl. $100,000 employer contribution in 2024; 3-year pro rata vesting) |
Investment Implications
- Alignment: 2025 plan design restores performance shares (relative TSR and EBITDA) and adds a safety metric, strengthening pay-performance linkage; CFO’s target pay structure places a significant portion at risk, a positive for shareholder alignment .
- Retention vs. pressure: A three-year DCP vesting schedule and CIC protection (2x multiple) support retention; absence of options reduces mechanical selling pressure; future PSU/RSU vesting will create discrete liquidity windows but PSUs are performance-contingent, tempering near-term selling risk .
- Execution: CFO’s 2025 guidance raise, low net leverage, and capex to support growth suggest confidence in backlog conversion and segment momentum—supporting sentiment and potentially multiple expansion if delivery continues .
- Watch items: Current direct share ownership is modest (1,300 shares); monitor build toward 3x salary guideline over five years and track 2025 PSU/RSU grants and vesting cadence; continue to monitor disclosure controls (ongoing SOX certifications) and any Form 4 activity for trading signals .