Paul R. Sanderson
About Paul R. Sanderson
Paul R. Sanderson (age 50) is Vice President, Chief Legal Officer (CLO) and Corporate Secretary of Everus Construction Group (ECG), appointed CLO and Corporate Secretary effective November 1, 2024; he served as CLO and Corporate Secretary beginning February 28, 2024 and transferred from MDU Resources on October 7, 2024 . Everus’ 2024 performance highlights during the period encompassing Sanderson’s tenure include revenue of $2.85B (flat YoY), EBITDA of $232.2M (+$9.6M YoY), net income of $143.4M (+$6.2M YoY), and backlog of $2.78B (+$0.77B YoY), indicating solid operating momentum post-spin . In 2024 incentive frameworks he was tied to Combined MDU segment earnings and Everus EBITDA (as adjusted), with the Everus spinoff completion as a strategic metric; both key metrics exceeded targets (Everus EBITDA as adjusted at 106% of target; Combined MDU segment earnings at 107.4%), supporting above-target payouts .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Everus Construction Group (ECG) | Vice President, Chief Legal Officer and Corporate Secretary | Nov 1, 2024 – present | Executive legal leadership as a newly independent public company; corporate secretary responsibilities . |
| Everus Construction Group (ECG) | Chief Legal Officer and Corporate Secretary | Feb 28, 2024 – Oct 31, 2024 | Established public-company legal and governance infrastructure pre-spin . |
| MDU Resources Group | Vice President, Chief Legal Officer and Secretary | Jun 1, 2023 – Oct 6, 2024 | Executive legal leadership at parent during Everus spin planning and execution . |
| Evenson Sanderson PC | Partner | Feb 2014 – Jun 2023 | Private practice leadership; corporate and commercial legal work . |
| Zuger Kirmis & Smith | Partner | Aug 2002 – Feb 2014 | Private practice; complex transactions and legal counsel . |
External Roles
- None disclosed in the proxy for Sanderson (no public company board or outside directorships reported) .
Fixed Compensation
| Item | 2024 detail |
|---|---|
| Base salary (actual paid for 2024) | $415,833, reflecting $412,000 pre-transfer (to Oct 6), $412,000 at Everus pre-Separation (to Oct 31), and $435,000 post-Separation (Nov–Dec) . |
| Post-Separation base salary | $435,000 (effective Nov 1, 2024) . |
| Target annual cash incentive % (pre-/post-Separation) | 60% pre-Separation; 70% post-Separation . |
| 2024 actual annual cash incentive paid | $421,263 (sum of prorated periods) . |
| 2024 “All other compensation” | $69,100 (includes $27,600 401(k) contributions, $41,200 company DCP contribution, $300 HSA) . |
| Perquisites | Company states executives do not receive perquisites that materially differ from employees in general . |
Performance Compensation
2024 Annual Incentive Plan – Metrics, weightings, targets, results, payout
| Performance period | Metric | Weight | Target | Actual/Result | Payout vs target | Notes |
|---|---|---|---|---|---|---|
| Jan 1 – Oct 6, 2024 (MDU role) | Combined MDU Resources Business Segment Earnings, as adjusted | 80% | $215.8M | $231.7M (107.4%) | 149.1% | Certified by MDU comp committee . |
| Jan 1 – Oct 6, 2024 (MDU role) | Everus spinoff (strategic) | 20% | Target milestones | Successful completion | 200.0% | Certified by MDU comp committee . |
| Oct 7 – Oct 31, 2024 (Everus) | EBITDA, as adjusted | 80% | $227.7M | $241.4M (106.0%) | 160.2% | Certified by Everus comp committee . |
| Oct 7 – Oct 31, 2024 (Everus) | Everus spinoff (strategic) | 20% | Target milestones | Successful completion | 200.0% | Certified by Everus comp committee . |
| Nov 1 – Dec 31, 2024 (Everus) | EBITDA, as adjusted | 100% | $227.7M | $241.4M (106.0%) | 160.2% | Post-Separation Everus metric . |
| 2024 ESG modifier | ESG initiatives (modifier) | +/–5% | N/A | Awarded +5% (prorated) | +5% | +5% for Jan 1–Oct 6 and Oct 7–Oct 31 periods (CLO); CEO also +5% . |
- 2024 cash incentive payouts for Sanderson by period: $301,260 (MDU period) + $28,401 (Oct 7–Oct 31) + $81,302 (Nov–Dec) = $421,263; ESG adders totaled $10,300 (prorated) .
Long-term incentives (equity)
| Grant/vesting | Type | # Units | Grant/Conversion details | Vesting schedule |
|---|---|---|---|---|
| 2024-2026 cycle | Time-vesting RSUs | 11,678 | Converted from MDU RSUs at Separation; grant date fair value $443,021 | Vests Dec 31, 2026 (continued service) . |
| 2023-2025 cycle | Time-vesting RSUs | 9,243 | Converted from MDU RSUs at Separation | Vests Dec 31, 2025 (continued service) . |
| 2022-2024 cycle | Time-vesting RSUs | — | Not eligible for this period | No 2024 vest for Sanderson . |
- Company did not grant stock options; long-term incentives in 2024 were time-vested RSUs only (no PSUs); PSUs introduced for 2025 (60% PSUs with relative TSR and EBITDA, 40% RSUs) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/21/2025) | “—” (reporting dash) and less than 1% of shares outstanding; 50,999,228 shares outstanding . |
| Unvested RSUs at 12/31/2024 | 9,243 (2023 grant) and 11,678 (2024 grant) . |
| Ownership guideline | 3x base salary for CLO . |
| Compliance status | Actual holdings as multiple of salary: 3.2x as of 12/31/2024; in compliance . |
| Pledging / Hedging | Prohibited for executives; no holding in margin accounts or pledging as collateral (with limited exceptions); no hedging transactions . |
| Dividends on unvested shares | No dividends or equivalents on unvested share awards under policy . |
| Retention requirement | For awards through 2024, must retain 50% of net shares for the earlier of two years or termination; requirement discontinued for 2025+ grants (stock ownership policy remains) . |
Vesting “unlock” calendar (potential selling pressure indicators):
- 9,243 RSUs vest Dec 31, 2025 (settlement in Feb 2026) .
- 11,678 RSUs vest Dec 31, 2026 (settlement in Feb 2027) .
Employment Terms
| Topic | Key terms (specific to Sanderson unless noted) |
|---|---|
| Offer letter (Everus) | Base salary $435,000; target annual bonus 70% of salary; 2025 long-term equity opportunity 110% of salary if Separation occurred in 2024 (it did) . |
| 2024 proration | 2024 bonus prorated across periods/roles (MDU to Everus) per offer letter and committee determinations . |
| Deferred comp | 2024 Everus DCP company contribution $41,200 (vests ratably over 3 years); executive deferral $31,072; 2024 DCP earnings $7,606; year-end Everus DCP balance $79,878 . |
| Severance/CIC | Everus CIC Plan (Nov 2024): double-trigger; on qualifying termination within 2 years post-CIC, cash severance equals 2x (CLO tier) times (base salary + target bonus) plus prorated target bonus, COBRA cash value (12 months), and outplacement up to $10,500; 280G cutback (no excise tax gross-up) . |
| Equity on CIC | Everus LTIP uses double-trigger vesting upon CIC plus qualifying termination; pre-2024 MDU awards used single-trigger; 2024+ awards use double-trigger . |
| Clawback | NYSE/Rule 10D-1 compliant; recovery of incentive comp on restatement without regard to misconduct . |
| Anti-hedge/pledge | No hedging or pledging; restrictions also apply to related persons and margin accounts (with carve-out if expressly excluded) . |
2024–2023 Compensation Summary (reported)
| Year | Salary ($) | Stock awards ($) | Non-equity incentive ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 415,833 | 443,021 | 421,263 | 69,100 | 1,349,217 . |
| 2023 | 233,846 | 356,710 | 251,300 | 6,911 | 848,767 . |
Compensation Structure Insights (alignment, risk, signals)
- Pay mix: Significant at-risk component via annual cash incentives tied to financial targets; 2024 long-term equity entirely time-based RSUs for retention during spin; 2025 introduces PSUs (60%) tied to relative TSR and EBITDA, improving pay-for-performance sensitivity .
- Metrics and rigor: 2024 EBITDA (as adjusted) target was $227.7M; actual $241.4M (106%), producing 160.2% payout; spinoff metric paid at max (200%); MDU combined segment earnings also above target (107.4%) .
- Governance: Independent compensation committee with independent consultant (Meridian); stock ownership and retention requirements; annual risk assessments; clawback in place .
Say-on-Pay, Peer Group, and Shareholder Feedback
- First say-on-pay at 2025 annual meeting; board recommends annual frequency .
- Compensation benchmarking peer group (16 companies across construction/engineering and related industries) used for post-Separation roles; includes APi Group, Dycom, KBR, MYR, Primoris, Tetra Tech, etc. .
- Investor-friendly policies: anti-hedging/pledging, majority voting for directors, proxy access, independent chair .
Related Party Transactions and Red Flags
- No related person transactions in 2024 beyond separation-related agreements between Everus and MDU Resources .
- No stock options (reduces repricing risk); no dividends on unvested shares; no pledging allowed; no excise tax gross-ups (CIC plan includes cutback) .
Expertise & Qualifications, Work History
- Legal executive with extensive private practice and public company experience; roles at Evenson Sanderson PC (Partner, 2014–2023) and Zuger Kirmis & Smith (Partner, 2002–2014); executive legal roles at MDU Resources and Everus .
Investment Implications
- Alignment and retention: Sanderson’s incentives are anchored to EBITDA and strategic spin execution (2024), shifting to relative TSR and EBITDA performance shares in 2025, increasing alignment with shareholder returns .
- Vesting overhang/supply: 9,243 RSUs vest 12/31/2025 and 11,678 RSUs vest 12/31/2026, creating defined windows of potential selling pressure in early 2026 and 2027; retention and stock ownership policy partially mitigate forced selling .
- Governance protections: Strong anti-hedging/pledging policies and formal clawback reduce adverse trading or accounting risk; double-trigger CIC with 2x multiple for CLO limits windfall optics while providing retention during strategic events .
- Performance linkage: Above-target 2024 payouts reflect exceeding EBITDA and MDU segment earnings targets and successful spin completion; with 2025 PSU introduction, expect greater correlation between realized pay and shareholder outcomes .