Thomas D. Nosbusch
About Thomas D. Nosbusch
Thomas D. Nosbusch, age 51, is Everus Construction Group’s Executive Vice President and Chief Operating Officer, appointed effective November 1, 2024; he previously served as Executive Vice President of Everus Construction from January 2022 and has 25 years of experience with MDU Resources/Everus companies spanning business development and operations roles . Company performance in 2024 (first year as a stand‑alone public company) included revenue of $2.85B, EBITDA of $232.2M, net income of $143.4M, and backlog of $2.78B, reflecting stable revenue, improved profitability, and rising backlog versus 2023 . His 2024 annual incentive for the COO role was tied to EBITDA (as adjusted), and for 2025 the company added an operating safety metric (TRIR) with 80% EBITDA / 20% TRIR weighting, aligning variable pay with profitability and safety outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Everus Construction Group, Inc. | EVP & COO | Nov 1, 2024 – Present | Enterprise operations leadership post-spin to drive execution across E&M and T&D segments . |
| Everus Construction (formerly MDU Construction Services Group) | Executive Vice President | Jan 2022 – Oct 31, 2024 | Senior leadership through separation planning; integration and operating support . |
| Everus Construction / MDU Resources | VP – Business Development & Operations Support; prior BD roles | 2012 – 2022; prior years | Growth initiatives, operating discipline, customer development; foundational operating experience . |
| Montana-Dakota Utilities (MDU subsidiary) | Customer Service Engineer; Business Development Manager | Early career | Technical/utility grounding; transition to commercial development roles . |
External Roles
No external directorships or other public-company roles are disclosed for Nosbusch .
Fixed Compensation
| Year | Base Salary (Actual Paid) | Base Salary Rate and Effective Dates | Notes |
|---|---|---|---|
| 2023 | $340,000 | $340,000 (full year) | As EVP at Everus Construction . |
| 2024 | $424,235 | $380,000 (Jan 1–Jan 14, 2024); $400,000 (Jan 15–Oct 31, 2024); $550,000 (Nov 1–Dec 31, 2024) | 2024 actual salary reflects proration across rate changes and post‑separation role . |
| 2024 (post‑Separation target rate) | — | $550,000 (effective Nov 1, 2024) | Offer letter terms for COO . |
Additional fixed/cash items:
- Discretionary bonus: $34,000 (Feb 2024) for strategic review work .
- “All Other Compensation” 2024: $102,402 (includes benefits; components not fully itemized here) .
- Nonqualified deferred compensation contribution (company): $38,000 for 2024 (vests ratably over 3 years) .
Performance Compensation
Annual Incentive Design and Outcomes
- 2024 design: For COO, single financial metric of Everus EBITDA (as adjusted), with year split/proration around the Separation; payouts were certified by the compensation committee .
- 2025 design: EBITDA (as adjusted) 80% weight and TRIR 20% weight; ESG modifier was discontinued after 2024 .
| Performance Year / Period | Metric | Weighting | Target | Actual | Payout | Payout Details |
|---|---|---|---|---|---|---|
| 2024 (Jan 1–Oct 31) | EBITDA (as adjusted) | 100% | Not disclosed | Not disclosed | 133.5% of period target | COO target set at 50% of base for this portion; payout prorated for time served . |
| 2024 (Nov 1–Dec 31) | EBITDA (as adjusted) | 100% | Not disclosed | Not disclosed | 26.7% of period target | Post‑Separation COO target increased to 90% of base; payout prorated . |
| 2024 (Total) | Annual Cash Incentive | — | — | — | $399,165 | Total non‑equity incentive paid for 2024 . |
Target opportunities
- Pre‑Separation 2024 targets: Base $400,000; Target bonus 50% ($200,000); Target LTI 80% ($304,000) .
- Post‑Separation (effective Nov 1, 2024): Base $550,000; Target bonus 90% ($495,000); Target LTI remained $304,000 for 2024; 2025 LTI opportunity set at 150% of base per offer letter .
Long‑Term Incentive Awards and Vesting
- Award form: Time‑vesting RSUs only in 2023–2024 due to transformational separations; no options issued .
- RSU conversion: MDU RSUs converted to Everus RSUs at Separation using price ratio to preserve intrinsic value .
- 2025 LTI design shift: 60% performance shares (relative TSR and EBITDA, as adjusted) / 40% RSUs for 2025–2027 cycle .
| Grant / Vesting Cycle | Type | RSUs Unvested at 12/31/2024 | Market Value ($65.75) | Vesting Schedule |
|---|---|---|---|---|
| 2023–2025 | Time‑vesting RSUs | 5,009 | $329,342 | Vests Dec 31, 2025, subject to service . |
| 2024–2026 | Time‑vesting RSUs | 8,617 | $566,568 | Vests Dec 31, 2026, subject to service . |
| 2022–2024 | Time‑vesting RSUs | — (vested) | — | Vested Dec 31, 2024 (shares received 2/2025) . |
2024 vesting/realization:
- Shares vested (2022–2024 cycle): 4,364; value realized $299,583 (at $65.75 plus dividend equivalents) .
Termination/retirement vesting provisions:
- Pre‑2025 RSUs generally prorate in certain terminations and fully vest in year 3; death/disability prorate; executives under age 55 forfeit unvested upon voluntary termination (Nosbusch was 51 at 12/31/2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 11,691 shares; <1% of shares outstanding (50,999,228) . |
| Ownership guidelines (executives) | COO requirement: 3x base salary; counts RSUs toward compliance; options do not apply (none granted) . |
| Actual ownership multiple | 3.0x base salary as of 12/31/2024; compliance deadline 1/1/2030 . |
| Vested vs unvested | 2024 vesting: 4,364 shares; Unvested at YE 2024: 5,009 (2023–2025), 8,617 (2024–2026) . |
| Hedging/pledging | Prohibited for executives; company also restricts margin arrangements with exceptions if explicitly excluded . |
| Stock options | Company does not use options; no outstanding options for executives . |
| Share retention | For awards granted in 2024 and prior, execs must retain 50% of net after‑tax shares for 2 years (requirement discontinued for grants starting 2025); retention continues if below ownership levels . |
Employment Terms
| Term | Key Economics / Terms |
|---|---|
| Role and start | EVP & COO effective Nov 1, 2024 . |
| Base salary (post‑Separation) | $550,000 effective Nov 1, 2024 . |
| Target bonus | 90% of base (post‑Separation); 50% pre‑Separation . |
| Target LTI | $304,000 for 2024 (unchanged due to timing); 150% of base for 2025 per offer letter . |
| Deferred comp | Company contribution of $38,000 in 2024, vesting ratably over 3 years . |
| Pension | Participant in frozen MDU Resources Pension Plan; MDU retains liabilities; 2023 change in pension value $11,184 . |
| Clawback | NYSE/Rule 10D‑1 compliant restatement clawback (no misconduct requirement) effective Nov 1, 2024 . |
| Hedging/pledging | Prohibited under insider trading policy . |
Change-in-Control (CIC) and Severance Economics
- Plan design: “Double trigger” vesting under Everus LTIP; CIC Severance Plan provides cash severance upon qualifying termination within two years of CIC; multiples: 3x CEO, 2x for other NEOs (including COO) .
- Nosbusch potential payments (as of 12/31/2024 valuation):
- CIC with qualifying termination: Severance $2,657,704; equity acceleration $911,005; total $3,568,709 .
- CIC without termination: Equity acceleration $338,479 .
- Death/Disability: Equity value $416,451 in each scenario .
| Scenario | Severance ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|
| Death | — | 416,451 | 416,451 |
| Disability | — | 416,451 | 416,451 |
| CIC (Qualifying Termination) | 2,657,704 | 911,005 | 3,568,709 |
| CIC (No Qualifying Termination) | — | 338,479 | 338,479 |
Notes:
- CIC severance equals 2x (for COO) the sum of base salary and target bonus plus prorated current‑year target bonus, plus health benefits multiple and outplacement; subject to 280G best‑net cutback .
Multi‑Year Compensation Summary (Nosbusch)
| Component | 2023 ($) | 2024 ($) |
|---|---|---|
| Salary | 340,000 | 424,235 |
| Discretionary Bonus | — | 34,000 |
| Stock Awards (Grant‑Date Fair Value) | 196,224 | 326,886 |
| Non‑Equity Incentive (Annual Cash) | 258,570 | 399,165 |
| Change in Pension Value | 11,184 | — |
| All Other Compensation | 80,663 | 102,402 |
| Total | 886,641 | 1,286,688 |
Compensation Structure Analysis
- Mix shifts and risk: Post‑Separation increases to base (+37.5%) and target bonus (+80% of base vs 50% pre‑Separation) move cash at‑risk up materially while long‑term equity for 2024 remained at legacy target ($304k) due to timing; in 2025, LTI target increases to 150% of base, restoring equity weighting and adding performance shares (TSR/EBITDA) .
- Performance linkage: 2024 COO incentive tied 100% to EBITDA (as adjusted) with prorated payouts (133.5% and 26.7% by sub‑period); 2025 adds safety TRIR (20% weight), strengthening operating alignment .
- Options, hedging, pledging: No options; prohibitions reduce misalignment/levered downside risk; retention requirement on 2024 and prior awards tempers near‑term selling pressure .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; margin restrictions apply—reduces alignment risks .
- Related party transactions: None in 2024 other than standard separation‑related agreements disclosed; governance section also highlights no related party transactions by directors or executive officers .
- Clawback: Implemented and compliant; downward discretion and capped payouts lower risk of excessive incentives (cap moves from 250% of target in 2024 to 200% in 2025) .
Equity Ownership & Selling Pressure Outlook
- Upcoming vesting events: 2023 RSUs vest 12/31/2025 (5,009 units), 2024 RSUs vest 12/31/2026 (8,617 units) .
- Retention overlay: For awards granted in 2024 and prior, 50% of net shares must be held for two years or until ownership guidelines met—constrains immediate sale supply from vesting events .
- Ownership guideline: Already at 3.0x (meets 3x COO requirement) as of 12/31/2024; no pledging permitted .
Employment Terms – Additional Governance
- Executive stock ownership policy requires COO to hold stock equal to 3x salary within five years; Nosbusch is compliant; new awards from 2025 forward are not subject to the 2‑year post‑vest holding, but ownership policy remains .
- Pay setting process leverages independent consultant and peer/market data with salary grades near 50th percentile and balanced mix of pay components .
Investment Implications
- Positive alignment signals: 2025 incentive architecture (80% EBITDA/20% TRIR) and 60% performance‑share LTI reintroduce robust pay‑for‑performance; COO already meets 3x ownership guideline and is barred from hedging/pledging, strengthening alignment .
- Retention and vesting: Meaningful unvested RSUs through 2026 with share‑retention on pre‑2025 grants should support retention and mitigate near‑term selling pressure; however, 2025 awards will not have the 2‑year post‑vest hold, relying instead on stock ownership rules .
- Change‑in‑control economics: Double‑trigger equity and 2x cash severance are typical for small/mid‑cap industrials; modeled payout of ~$3.57M under CIC with termination is not excessive relative to role, limiting transaction‑related governance friction .
- Execution lens: Company posted stable revenue with higher EBITDA and backlog growth in 2024, suggesting operational execution tailwinds into Nosbusch’s COO tenure; 2025 incentive mix increases line‑of‑sight to EBITDA and safety outcomes that are within COO’s operational remit .