DEF 14A of Sterling Infrastructure, Inc., Mar 26, 2024

DEF 14A of Sterling Infrastructure, Inc.

Filed Mar 26, 2024 · FY20230000874238-24-000067

Open on EDGAR

  1. Notice of Annual Meeting of Shareholders

    | | Executive Compensation Tables | 34 | | | 2023 Summary Compensation Table | 34 | | | Grants of Plan-Based Awards in 2023 | 34 | | | Outstanding Equity Awards at December 31, 2023 | 35 | | | Stock Vested in 2023 | 36 | | | Potential Payments upon Termination or Change in Control | 36 | | | Pay Ratio | 39 | | | Pay Versus Performance | 39 | | Proposal No. 2: Advisory Vote on the Compensation of Our Named Executive Officers | | 41 | | | Vote Required to Approve, on an Advisory Basis, the Compensation of Our Named Executive Officers | 41 | | | Recommendation of the Board of Directors | 41 | | Audit Committee Report | | 42 | | | Appointment of Independent Registered Public Accounting Firm; Financial Statement Review | 42 | | Independent Registered Public Accounting Firm | | 43 | | | Fees and Related Disclosures for Accounting Services | 43 | | | Pre-Approval Policies and Procedures | 43 | | Proposal No. 3: Ratification of the Appointment of Our Independent Registered Public Accounting Firm | | 43 | | | Vote Required to Ratify the Appointment of Our Independent Registered Public Accounting Firm | 43 | | | Recommendation of the Board of Directors | 43 | | Proposal No. 4: Adoption of the Second Amended and Restated 2018 Stock Incentive Plan | | 44 | | | Vote Required to Adopt the Second Amended and Restated 2018 Stock Incentive Plan | 50 | | | Recommendation of the Board of Directors | 50 | | Certain Transactions | | 50 | | Questions and Answers about the Proxy Materials, Annual Meeting and Voting | | 51 | | 2025 Shareholder Proposals | | 55 | | Annex A - Second Amended and Restated 2018 Stock Incentive Plan | | A-1 |

  2. Director Nominees Overview

    Director Nominees Overview

  3. Director Nominees Overview

    | Name | Age | Director Since | Independent | Experience | | William T. Bosway | 58 | 2024 | ✓ | Chief Executive Officer and Chairman of the Board of Gibraltar Industries, Inc. | | Roger A. Cregg‡ | 67 | 2019 | ✓ | Former President and CEO of AV Homes, Inc.; Director of Comerica Incorporated | | Joseph A. Cutillo | 58 | 2017 | | Chief Executive Officer of Sterling Infrastructure, Inc. | | Julie A. Dill‡ | 64 | 2021 | ✓ | Former CEO of Spectra Energy Partners, LP; Director of Rayonier Advanced Materials, Inc. | | Dana C. O’Brien | 56 | 2019 | ✓ | Senior Vice President, General Counsel and Secretary of Olin Corporation | | Charles R. Patton | 64 | 2013 | ✓ | Former Executive Vice President - External Affairs of American Electric Power Company, Inc.; Director of Ameresco, Inc.; Director of California Water Services Group | | Thomas M. White* | 66 | 2018 | ✓ | Former Chair of Cardinal Logistics Holdings; Former CFO of Hub Group, Inc.; Director of JPW Holdings GP LLC | | Dwayne A. Wilson | 65 | 2020 | ✓ | Former Senior Vice President of Fluor Corporation; Director of Ingredion, Inc.; Director of Crown Holdings; Director of DT Midstream, Inc. |

  4. Director Nominees Overview

    * Chair of the board. ‡ Audit committee financial expert. In connection with our commitment to strong governance practices that we believe deliver value to our shareholders, the corporate governance and nominating committee of the board (“governance/nominating committee”) hired a third-party consultant in April 2023 to assist in evaluating the experience, qualifications, attributes and skills of the members of the board. Such third-party consultant also assisted the governance/nominating committee with an extensive and careful search to identify board candidates with highly additive skills and relevant experience to guide the Company’s ongoing transformation and maximize board effectiveness. As a result of the search, in February 2024, the board appointed William T. Bosway to serve as director effective March 7, 2024. Mr. Bosway is an independent director who adds more public company, infrastructure, and c-suite experience to the board. The table below provides certain information regarding the diversity about our directors. Each of the categories listed in the below table has the meaning as it is used in The Nasdaq Stock Market LLC (“NASDAQ”) Rule 5605(f).

  5. Director Nominees Overview

    | Board Diversity Matrix | | | | | | | | | | | As of (March 26, 2024) | | | | As of (March 24, 2023) | | | | | Total Number of Directors | 8 | | | | 7 | | | | | Part I: Gender Identity | Female | Male | Non-Binary | Did Not Disclose Gender | Female | Male | Non-Binary | Did Not Disclose Gender | | Directors | 2 | 6 | ‒ | ‒ | 2 | 5 | ‒ | ‒ | | Part II: Demographic Background | | | | | | | | | | African American or Black | ‒ | 2 | ‒ | ‒ | ‒ | 2 | ‒ | ‒ | | Alaskan Native or Native American | ‒ | ‒ | ‒ | ‒ | ‒ | ‒ | ‒ | ‒ | | Asian | ‒ | ‒ | ‒ | ‒ | ‒ | ‒ | ‒ | ‒ | | Hispanic or Latina | ‒ | ‒ | ‒ | ‒ | ‒ | ‒ | ‒ | ‒ | | Native Hawaiian or Pacific Islander | ‒ | ‒ | ‒ | ‒ | ‒ | ‒ | ‒ | ‒ | | White | 2 | 4 | ‒ | ‒ | 2 | 3 | ‒ | ‒ | | Two or More Races or Ethnicities | ‒ | ‒ | ‒ | ‒ | ‒ | ‒ | ‒ | ‒ | | LGBTQ+ | ‒ | | | | ‒ | | | | | Did Not Disclose Demographic Background | ‒ | | | | ‒ | | | |

  6. Director Nominees Overview

    | Board Tenure | Director Age | | | | | Average Board Tenure of Director Nominees: ≈ 5 Years | Average Age of Director Nominees: ≈ 62 |

  7. Director Nominees Experience and Skills Matrix

    Director Nominees Experience and Skills Matrix The following table notes the breadth and variety of experience and skills that each of our director nominees brings to the Company and which enable the board to provide insightful leadership to the Company to advance its strategies:

  8. Director Nominees Experience and Skills Matrix

    | Director Nominees Experience and Skills Matrix | | | | Public Company C-Suite Experience | Service as CEO or a direct report to the CEO of a public company or directors will have participated in or have specific experience with corporate strategy, capital markets, human resources and functional or business leadership. | 8 of 8 director nominees | | Construction & Infrastructure Industry Experience | Service as an operating executive or director at a company engaged in performing engineering and/or construction services or that routinely executes large scale capital projects. Directors meeting this criteria will be versed in all aspects of capital project management. | 5 of 8 director nominees | | Financial, Accounting and Financial Reporting Experience | Service within the past five years as a CEO or senior financial executive of a publicly-listed company, a partner with leadership responsibility at a major public accounting or investment banking firm serving publicly-listed companies, or as a member of the audit committee of a publicly-listed company. | 7 of 8 director nominees | | Other Public Company Board Experience | Directors who serve or have served on the board of another public company providing knowledge of C-suite matters, including succession planning, talent development and executive compensation matters. | 7 of 8 director nominees | | Environmental and Social - Climate, Diversity, Equity & Inclusion | Experience as a director or executive in corporate sustainability and creating or managing the environmental or social programs, goals or policies (E&S) relating to climate, diversity, equity and inclusion. Directors meeting this criteria will be versed in sustainability and E&S aspects from an operational or shareholder perspective. | 5 of 8 director nominees | | Enterprise Risk Management - Information Technology & Cybersecurity | Experience overseeing enterprise-wide risk as a public company executive or board member. Qualifications will include an understanding of the risks facing the Company, specifically cybersecurity, information technology, legal, regulatory, and crisis management. | 7 of 8 director nominees | | Corporate Governance, Ethics, Corporate Strategy, & Business Development | Experience as a director or executive in corporate governance, ethics, corporate strategy and business development. Directors meeting this criteria will be versed in ethics, creating or managing business development aspects and governance from a shareholder perspective. | 7 of 8 director nominees |

  9. Consideration of Director Nominees and Shareholder Nomination Procedures

    Consideration of Director Nominees and Shareholder Nomination Procedures In evaluating nominees for membership on our board of directors, the governance/nominating committee has not specified any minimum qualifications for serving on the board, but seeks to achieve a board that is composed of individuals who have experience that is relevant to the needs of the Company, who have a high level of professional and personal integrity, who have the ability and willingness to work cooperatively with other members of our board and with senior management, and who contribute to the cognitive diversity of the board taking into account many factors, including business experience, public sector experience, professional training, public and private offices held, race, gender, ethnicity, culture, nationality and age, among other considerations. Experience in the construction industry and in one or more of engineering, transportation, finance and accounting, corporate governance, senior management, and public sector are considered particularly valuable. An independent director candidate is expected to be committed to enhancing shareholder value, and to have sufficient time to carry out the duties of a director, both on the full board and on one or more of its standing committees. In selecting nominees, the governance/nominating committee will seek to have a board of directors that represents a diverse range of perspectives and experience relevant to the Company. The governance/nominating committee will also evaluate each individual in the context of our board as a whole, with the objective of recommending nominees who can best perpetuate the success of the business, be an effective director in conjunction with the full board, and represent shareholder interests through the exercise of sound judgment using his or her diversity of experience in these various areas. In determining whether to recommend a director for re-election, the governance/nominating committee will also consider the director’s age, tenure, past attendance at meetings and participation in and contributions to the activities of our board. The governance/nominating committee will regularly assess whether the size of our board is appropriate, and whether any vacancies on our board are expected due to retirement or otherwise. In addition, the governance/nominating committee periodically assesses the experience, qualifications, attributes and skills of the independent directors to determine if there are gaps that the board should seek to fill. In the event that vacancies are anticipated, or otherwise arise, the governance/nominating committee will consider various potential candidates who may come to the governance/nominating committee’s attention through professional search firms, shareholders or other persons. Alternatively, the governance/nominating committee may recommend a reduction in the size of the board. Each candidate brought to the attention of the governance/nominating committee, regardless of who recommended such candidate, will be considered on the basis of the criteria set forth above. In connection with our commitment to strong governance practices that we believe deliver value to our shareholders, the governance/nominating committee hired a third-party consultant in April 2023 to assist in an additional evaluation of the experience, qualifications, attributes and skills of the members of the board. Such third-party consultant also assisted the governance/nominating committee with an extensive and careful search to identify board candidates with highly additive skills and relevant experience to guide the Company’s ongoing transformation and maximize board effectiveness. As a result of the search, in February 2024, the board appointed William T. Bosway to serve as director effective March 7, 2024. Mr. Bosway is an independent director who adds more public company, infrastructure, and c-suite experience to the board. In accordance with its charter, the governance/nominating committee will consider candidates proposed for nomination by our shareholders, in accordance with our board governance guidelines. Shareholders may propose candidates for consideration by the governance/nominating committee by submitting the names and supporting information to: ℅ Corporate Secretary, Sterling Infrastructure, Inc., 1800 Hughes Landing Blvd. — Suite 250, The Woodlands, Texas 77380. No shareholder nominations were received for the 2024 annual meeting. In addition, our bylaws permit shareholders to nominate candidates for consideration at next year’s annual shareholder meeting. Any nomination must be in writing and received by our corporate secretary at our principal executive offices no later than February 8, 2025 and no earlier than January 9, 2025. If the date of next year’s annual meeting is moved to a date more than 30 days before or 90 days after the anniversary of this year’s annual meeting, the nomination must be received no earlier than 120 days prior to the date of the 2025 annual meeting and no later than 90 days prior to the date of the 2025 annual meeting or the 10th day following the public announcement of the date of the 2025 annual meeting. Any shareholder submitting a nomination under our bylaws must comply with the requirement provided in the bylaws including providing: (a) all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act (including such nominee’s written consent to being named in the proxy statement as a nominee and to serve as a director if elected); and (b) the name and address (as they appear on the Company’s books) of the nominating shareholder and the class and number of shares beneficially owned by such shareholder. In addition to satisfying the foregoing requirements under our bylaws with respect to advance notice deadlines and informational requirements, shareholders who intend to solicit proxies in support of director nominees other than our nominees must comply with additional requirements prescribed by Rule 14a-19(b) under the Exchange Act to comply with the universal proxy rules. The requirements under the universal proxy rules are in addition to the applicable procedural requirements under our bylaws described above.

  10. Communications with the Board

    | Director Compensation |

  11. 2023 Director Compensation

    2023 Director Compensation The table below summarizes the total compensation paid to, earned by or awarded to our non-employee directors during 2023. The amount included in the “Stock Awards” column reflects the aggregate grant date fair value of the restricted stock, and does not necessarily reflect the income that will ultimately be realized by the director for these stock awards. Mr. Cutillo does not receive any compensation for his service on our board of directors. The compensation paid to Mr. Cutillo during 2023 is reflected in the “2023 Summary Compensation” table on page 34. Mr. Bosway joined the board effective March 7, 2024 and therefore received no director compensation in 2023.

  12. 2023 Director Compensation

    | Name of Director | Fees Earned or Paid in Cash | | Stock Awards(1) | | Total | | | Roger A. Cregg | | 125,000 | | 134,992 | | 259,992 | | Julie A. Dill | 100,000 | | 134,992 | | 234,992 | | | Dana C. O’Brien | 115,000 | | 134,992 | | 249,992 | | | Charles R. Patton | 115,000 | | 134,992 | | 249,992 | | | Thomas M. White | 220,000 | | 134,992 | | 354,992 | | | Dwayne A. Wilson | 100,000 | | 134,992 | | 234,992 | |

  13. 2023 Director Compensation

    (1)Amounts reflect the aggregate grant date fair value of the restricted stock, which is valued on the date prior to grant at the closing sale price per share of our common stock in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 718 (“ASC 718”), disregarding the effect of forfeitures. On May 3, 2023, each non-employee director was granted 3,353 shares of restricted stock, with a grant date fair value of $40.26 per share. As of December 31, 2023, these were the only shares of restricted stock held by our non-employee directors.

  14. 2023 Director Compensation

    | Proposal No. 1: Election of Directors |

  15. 2023 Director Compensation

    In accordance with our bylaws, our board of directors has fixed the size of the board at eight directors. In connection with our commitment to strong governance practices that we believe deliver value to our shareholders, the governance/nominating committee hired a third-party consultant to assist in an additional evaluation of the experience, qualifications, attributes and skills of the members of the board. Such third-party consultant also assisted the governance/nominating committee with an extensive and careful search to identify board candidates with highly additive skills and relevant experience to guide the Company’s ongoing transformation and maximize board effectiveness. As a result of the search, in February 2024, the board appointed William T. Bosway to serve as director effective March 7, 2024. Mr. Bosway is an independent director who adds more public company, infrastructure, and c-suite experience to the board. Upon recommendation of our governance/nominating committee, our board of directors has nominated Willam T. Bosway, Roger A. Cregg, Joseph A. Cutillo, Julie A. Dill, Dana C. O’Brien, Charles R. Patton, Thomas M. White and Dwayne A. Wilson to serve as our directors, each until the next annual meeting or the election of their successor. All of the nominees are current directors. Each nominee has consented to being named as a nominee in this proxy statement and to serve as a director if elected. The persons named as proxies intend to vote your shares of our common stock for the election of each of the director nominees, unless otherwise directed. If, contrary to our present expectations, any nominee is unable to serve, the proxy holders may vote for a substitute nominee. The board has no reason to believe that any of the nominees will be unable to serve.

  16. Vote Required to Elect Director Nominees

    Vote Required to Elect Director Nominees Under our bylaws, in an uncontested election, our directors are elected by a majority of the votes cast, with the directors receiving more for than against votes being elected. In contested elections where the number of nominees exceeds the number of directors to be elected, directors are elected by a plurality vote, with the director nominees who receive the most votes being elected. As a condition to nomination for election or re-election to the board in an uncontested election, each incumbent director or director nominee submits to the board in advance of the annual meeting an executed irrevocable letter of resignation that is deemed tendered if the director fails to receive the votes required for election or re-election. Such resignation shall only be effective upon acceptance by the board of directors, which effective time may be deferred until a new director is identified and appointed to the board. If an incumbent director fails to achieve a majority of the votes cast in an uncontested election, the governance/nominating committee will make a recommendation to the board of directors on whether to accept or reject the resignation, or whether other action should be taken. The board of directors will act promptly on the governance/nominating committee's recommendation, considering all factors that the board of directors believes to be relevant, and will publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. For more information on the voting requirements, see “Questions and Answers about the Proxy Materials, Annual Meeting and Voting.”

  17. Vote Required to Elect Director Nominees

    | ✓ | OUR BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR EACH OF THE EIGHT DIRECTOR NOMINEES LISTED BELOW. |

  18. Information about Director Nominees

    Information about Director Nominees The table below provides certain information as of March 11, 2024, with respect to the director nominees. The biography of each of the director nominees contains information regarding the person’s business experience, director positions with other public companies held currently or at any time during the last five years, and the experiences, qualifications, attributes and skills that caused our board to determine that the person should be nominated to serve as a director of the Company. Unless otherwise indicated, each person has been engaged in the principal occupation shown for the past five years.

  19. Information about Director Nominees

    | William T. Bosway (Independent) | | Age: 58 | Director Since: 2024 | | | Mr. Bosway has served as Chief Executive Officer and Chairman of the Board of Gibraltar Industries, Inc. (NASDAQ) since January 2022 after serving as President and Chief Executive Officer and a Director since January 2019. Mr. Bosway previously served as President and Chief Executive Officer of the Refrigeration and Food Equipment Division of Dover Corporation (NYSE), a diversified global manufacturer, from June 2016 to December 2018. Prior to joining Dover Corporation, Mr. Bosway spent 26 years with Emerson Electric Co. (NYSE), a global manufacturer of industrial, commercial and consumer products, serving as Group Vice President, Solutions & Technology for Emerson Climate Technologies from May 2008 to June 2016. | | | | CEO and Chairman of the Board | Experience, Qualifications, Attributes & Skills | | | | of Gibraltar Industries, Inc. Board Committees: ✓ Audit ✓ Governance/Nominating Other Public Company Directorships: •Gibraltar Industries, Inc. (2019–Present) | Mr. Bosway has public board qualifications and broad executive experience serving as Chief Executive Officer and Chairman of the Board of a publicly held company. Mr. Bosway’s public company executive management experience provides the board with demonstrated leadership capability and extensive knowledge of operational issues. His experience provides valuable insight to the board. Mr. Bosway’s qualifications to serve as a board member include significant experiences driving organic and acquisition growth, the depth of his experience in a variety of markets, and as a leader in manufacturing operations. | | | | Roger A. Cregg (Independent) | | Age: 67 | Director Since: 2019 | | | Mr. Cregg has served as a member of the board of directors of Comerica Incorporated, a NYSE listed financial services company, since 2006, where he is Chair of the Audit Committee, Chair of the Qualified Legal Compliance Committee and member of both the Compliance Oversight and the Enterprise Risk Committees. Mr. Cregg previously served as President and Chief Executive Officer and director of AV Homes, Inc., a NASDAQ-listed homebuilder, from 2012 until its sale to Taylor Morrison Homes in 2018. Prior to that, Mr. Cregg served as a senior executive and Chief Financial Officer to The Servicemaster Company from 2011 to 2012, PulteGroup, Inc. (NYSE) from 1998 to 2011, the Zenith Electronics Corporation (NYSE) from 1996 to 1998 and Sweetheart Cup Company, Inc. from 1990 to 1996. Mr. Cregg previously served on the Advisory Board of Camden Homes, LLC, a private home building company, from 2020 to 2023. Mr. Cregg also previously served on the board of directors of the Federal Reserve Bank of Chicago, Detroit Branch, from 2004 to 2009, including serving as the Chairman of the board in 2006. | | | | Former President and CEO of | Experience, Qualifications, Attributes & Skills | | | | AV Homes, Inc.; Director of Comerica Incorporated Board Committees: ✓ Audit (Chair) ✓ Compensation Other Public Company Directorships: •Comerica Incorporated (2006–Present) | Mr. Cregg is an accomplished and operationally oriented executive who has had a broad range of responsibilities, including having served as a Chief Executive Officer and Chief Financial Officer of public and private companies, along with having served on numerous boards of directors. Mr. Cregg’s public and private company executive management leadership experience provides the board with demonstrated leadership capability and extensive knowledge of complex financial and operational issues. His experience provides valuable insight to the board, particularly in his role as audit committee chair and as an audit committee financial expert. | | |

  20. Information about Director Nominees

    | Joseph A. Cutillo (Chief Executive Officer) | | Age: 58 | Director Since: 2017 | | | Mr. Cutillo has served as the Chief Executive Officer of the Company since 2017. He joined the Company in October 2015 as Vice President, Strategy & Business Development. In May 2016, he was promoted to Executive Vice President and Chief Business Development Officer. In February 2017, he was promoted to President of the Company and in April 2017 he was promoted to Chief Executive Officer. Prior to joining the Company, Mr. Cutillo was President and Chief Executive Officer of Inland Pipe Rehabilitation LLC, a private equity-backed trenchless pipe rehabilitation company, from August 2008 to October 2015. Mr. Cutillo also currently serves on the Advisory Board of Commonwealth LNG, LLC, a private, project development company specializing in the development of a liquefied gas facility in Cameron, Louisiana, on the board of the American Road and Transportation Builders Association and as a member of the Northeastern University Civil and Environmental Engineering Industry Advisory Board. | | | | Chief Executive Officer of | Experience, Qualifications, Attributes & Skills | | | | Sterling Infrastructure, Inc. Board Committees: N/A Other Public Company Directorships: N/A | Mr. Cutillo brings to the board his over 30 years of managerial experience and a deep understanding of emerging opportunities in heavy civil construction, industrial, and water infrastructure markets. In addition, Mr. Cutillo’s knowledge and understanding of the Company’s operational strategy and organizational structure, together with his operational and leadership experience at various levels of management contribute to the breadth and depth of the board’s deliberations. | | |

  21. Information about Director Nominees

    | Julie A. Dill (Independent) | | Age: 64 | Director Since: 2021 | | | Ms. Dill is Director Certified by the National Association of Corporate Directors and currently serves on the board of the NACD Tri-Cities Chapter. She has served as a member of the board of directors of Rayonier Advanced Materials (NYSE) since 2018 where she is Chair of the Compensation Committee and a member of the Nominating and Governance Committee. From 2007 until its merger with Enbridge in 2017, Ms. Dill served in multiple executive positions at Spectra Energy Corporation (NYSE) including serving as the President of Union Gas (2007-2011), as the President and CEO of Spectra Energy Partners (NYSE) from 2012-2013 and most recently as the Chief Communications Officer, which included responsibilities for investor relations, internal and external communications, community relations and sustainability. Previously, Ms. Dill held various positions with Duke Energy and Shell Oil Company, including serving as the President of Duke Energy’s Asia Pacific Operations in 2001-2004. Ms. Dill has served on the then publicly held boards of Inter Pipeline Limited (TSX) from 2018-2021 and QEP Resources (NYSE) from 2018-2021 in a variety of committee roles, including chairing the audit and EH&S committees. Since 2019, Ms. Dill has served on the board of Southern Star Central Gas Pipeline and has been the Chair since 2021. Ms. Dill is on the advisory council at New Mexico State University and has received a CERT Certificate in Cybersecurity Oversight from the Carnegie Mellon University Software Engineering Institute. | | | | Former CEO, Spectra Energy | Experience, Qualifications, Attributes & Skills | | | | Partners; Director of Rayonier Advanced Materials Board Committees: ✓ Audit ✓ Compensation Other Public Company Directorships: •Rayonier Advanced Materials (2018–Present) | Ms. Dill has over 40 years of experience in large public companies and nearly a decade of board experience with both public and private companies. During her tenure as President and Chief Executive Officer of Spectra Energy Partners and in her other executive positions, she acquired leadership, financial, and corporate governance skills that enable her to bring to the Company valuable strategic insights into board matters generally. Ms. Dill’s committee experiences with several publicly traded companies and extensive knowledge of complex financial and operational issues are integral to her role on the board, especially the audit committee and as an audit committee financial expert. | | |

  22. Information about Director Nominees

    | Dana C. O’Brien (Independent) | | Age: 56 | Director Since: 2019 | | | Ms. O’Brien has served as Senior Vice President, General Counsel and Secretary of Olin Corporation, a NYSE listed chemical manufacturer, since November 2021. Ms. O’Brien previously served as Senior Vice President and General Counsel of The Brinks Company, a NYSE listed cash management, secure route-based logistics and payment solutions company, from April 2019 to November 2021. From 2014 to 2019, Ms. O’Brien served as the Senior Vice President and General Counsel of CenterPoint Energy, a Fortune 500, NYSE listed company that provides electric transmission and distribution, natural gas distribution, and energy services operations. | | | | Senior Vice President, | Experience, Qualifications, Attributes & Skills | | | | General Counsel and Secretary of Olin Corporation Board Committees: ✓ Compensation (Chair) ✓ Governance/Nominating Other Public Company Directorships: N/A | Ms. O’Brien has over 20 years of experience in numerous executive level roles and brings to the board her background as a lawyer, with experience in corporate governance and regulatory compliance, having served as general counsel of multiple public companies. Ms. O’Brien has gained extensive leadership and managerial experience and regulatory compliance experience as an executive and general counsel in the energy and construction industries. Her legal background in the construction industry brings value to the board in fulfilling its role of risk oversight, among other areas. | | |

  23. Information about Director Nominees

    | Charles R. Patton (Independent) | | Age: 64 | Director Since: 2013 | | | Mr. Patton serves on two additional public boards. He is a member of the board of directors of Ameresco, Inc. (NYSE), where he serves on the audit and finance committees, and California Water Services Group (NYSE), where he serves on the audit and governance committees. Mr. Patton also sits on the board of Messer, Inc. and Messer Construction Company, an employee owned company, where he is a member of the compensation committee. He is a former director of the Richmond Federal Reserve Bank. From 2017 until his retirement in 2022, Mr. Patton previously served as Executive Vice President, External Affairs with American Electric Power Company, Inc. (AEP), one of the largest electric utilities in the U.S., where he was responsible for leading AEP’s customer services, economic development, regulatory, communications, federal public policy, North American Electric Reliability Corporation (NERC) compliance and corporate sustainability (ESG) initiatives. From 2004 until to 2017, Mr. Patton served increasing roles of responsibility with AEP as President and Chief Operating Officer for AEP Texas, Senior Vice President of Regulatory Policy, Executive Vice President of AEP’s Western utilities for Texas, Louisiana, Arkansas and Oklahoma, and President and Chief Operating Officer of AEP’s Appalachian Power Company unit where Mr. Patton was responsible for utility operations, strategy, profit and loss and all external relationships. Mr. Patton is currently a member of the executive committee of the Mid-Ohio YMCA, which in addition to its community centers oversees a variety of childcare and housing programs. | | | | Former Executive Vice President for External Affairs of American Electric Power Company, Inc. Board Committees: ✓ Compensation ✓ Governance/Nominating (Chair) Other Public Company Directorships: •Ameresco, Inc. (2023–Present) •California Water Services Group (2023–Present) | | | | | | Experience, Qualifications, Attributes & Skills | | | | | Mr. Patton brings to the board his extensive experience in the utilities industry and considerable high-level executive and management experience. He has extensive operational experience leading large AEP subsidiaries in all manner of electric utility service delivery and operations, including safety, training and culture. Additionally, Mr. Patton was responsible for the financial performance of each unit that he led. Mr. Patton also has considerable experience in strategic planning, regulatory compliance, communications and government affairs. The breadth of his experiences benefit the board in its deliberations by bringing a unique perspective to the board, its committees and the Company. | | |

  24. Information about Director Nominees

    | Thomas M. White (Independent) | | Age: 66 | Director Since: 2018 | | | Mr. White was the Executive Chairman of Cardinal Logistics Holdings, LLC, a privately held, dedicated transportation and logistics services provider from 2015 to 2019. Mr. White served as an Operating Partner for Apollo Global Management L.P., an alternative asset management firm, serving in a variety of interim operating roles (COO and CFO) and board of director positions for its portfolio companies from 2007 until 2014. Mr. White served as Chief Financial Officer of Hub Group, Inc., a NASDAQ listed company which provides logistics services from 2002 to 2007. Prior to joining Hub Group, Mr. White was an audit partner with Arthur Andersen, which he joined in 1979. Currently Mr. White sits on the privately held board of JPW Holdings GP LLC, a wholesale distributor of machine tools and equipment. Previously Mr. White served on the board of privately held Reddy Ice Holdings, Inc., and also served on the then publicly held boards of Landauer, Inc. (NYSE), FTD Group, Inc. (NASDAQ) and Quality Distribution, Inc. (NASDAQ) in a variety of roles including board chairman and committee chairman of the audit and compensation committees. In addition, he served on the audit committees of the then privately held boards of CEVA Logistics, plc (now listed on the SIX Swiss Exchange) and EVERTEC, Inc. (now listed on the NYSE). Mr. White is a non-practicing Certified Public Accountant. Mr. White was elected chairman of the Company’s board of directors in December 2019. | | | | Chair of the Board of Sterling Infrastructure, Inc.; Former Chairman of Cardinal Logistics Holdings; Former CFO of Hub Group, Inc. Board Committees: N/A Other Public Company Directorships: N/A | | | | | | Experience, Qualifications, Attributes & Skills | | | | | Mr. White brings to the board over 40 years of financial and operational management expertise. Mr. White’s high-level management experience provides considerable knowledge and benefits to corporate governance matters and board deliberations. In addition, Mr. White is also a Certified Public Accountant and qualifies as an audit committee financial expert. His extensive background in accounting, finance, operations and strategic planning experience provides the board with extensive insight as well as leadership skills and provides the board with valuable insight, leadership and expertise, particularly in his role as chair of the board. | | |

  25. Information about Director Nominees

    | Dwayne A. Wilson (Independent) | | Age: 65 | Director Since: 2020 | | | Mr. Wilson was Senior Vice President of Fluor Corporation (NYSE), an American multinational engineering and construction firm, from 2014 to 2016. From 2011 until 2014, Mr. Wilson served as President & CEO of Savannah River Nuclear Solutions, a joint venture between Fluor, Honeywell and Newport News. From 1980 until 2011, Mr. Wilson served increasing roles of executive responsibility with Fluor, including President of its Industrial and Infrastructure business, President of its Mining & Minerals business, and President of its Commercial & Industrial business. Currently, Mr. Wilson sits on the public company boards of Crown Holdings, Inc. (NYSE), Ingredion, Inc. (NYSE), where he previously chaired the compensation committee, and DT Mistream, Inc (NYSE) where he is chair of the compensation committee. Previously, Mr. Wilson served on the board of AK Steel Holding Corporation, including the public and environmental affairs and nominating and corporate governance committees. | | | | Former Senior Vice President of | Experience, Qualifications, Attributes & Skills | | | | Fluor Corporation; Director of Ingredion, Inc.; Crown Holdings, Inc. and DT Midstream, Inc. Board Committees: ✓ Audit ✓ Governance/Nominating Other Public Company Directorships: •Crown Holdings, Inc. (2020–Present) •Ingredion, Inc. (2010–Present) •DT Midstream, Inc. (2021–Present) •AK Steel Holding Co. (2017-2020) | Mr. Wilson brings over 35 years of experience as an engineering, procurement and construction industry executive. In addition, Mr. Wilson has over 10 years of public company board and committee experience and high-level management expertise, which provide the board with invaluable corporate governance knowledge. The board will benefit from his perspective, particularly in the areas of technology, operational excellence and supply chain management. His broad range of experience and exposure to a number of diverse end markets through his various leadership positions provide the board and its committees with valuable insight and expertise. | | |

  26. 2023 and 2024 Executive Compensation Decisions and Program Enhancements

    2023 and 2024 Executive Compensation Decisions and Program Enhancements •Adopted a clawback policy requiring the Company to recoup all erroneously awarded “incentive-based compensation” paid to covered executives in the event Sterling is required to prepare an accounting restatement due to the Company's material noncompliance with any financial reporting requirement under the securities laws •Awarded short-term incentive payouts at 182.5% of target, driven in large part by the Company’s out-performance on adjusted EBITDA •Approved vesting of the 2023 tranche of outstanding PSUs at 200% of target based on EPS performance •Enhanced long-term incentive plan design effective for 2024: ◦Introduced double-trigger vesting upon a change-in-control ◦Adjusted the performance period for the EPS metric in our PSU awards to a cumulative three-year period from three one-year tranches ◦Increased percentage of NEO long-term incentive value in the form of PSUs from 50% to 60% (other than for Mr. Ballschmiede, who has announced his planned retirement in 2024) ◦Added relative total shareholder return as a performance metric for our PSU awards ◦Granted a special, one-time performance stock award to Mr. Cutillo contingent upon achieving challenging stock price targets over the next three to four years.

  27. Executive Compensation Program at a Glance

    | 2023 Executive Compensation Program | | | | | Compensation Component | Characteristics | | 2023 Results/Actions | | Base Salary | •Fixed cash compensation •Competitive level of base compensation, critical for attraction and retention | | •The NEOs received salary increases ranging from 9.0% to 20.5% in recognition of growth and performance in role, as well as, in some cases, to bring base salaries closer to market. | | Short-Term Incentive (STI) Program | •Annual variable cash compensation based on pre-established performance metrics •Formulaic plan using the following metrics (weighted as indicated) to determine target and achievement levels: | | •2023 adjusted EBITDA, Business Development and Safety - Observations performance exceeded the maximum level resulting in performance at 200% of target. •Safety - Recordables and Operational Excellence performance were at threshold and target levels, respectfully. | | | •Financial - Adjusted EBITDA | 75% | | | | •Software Implementations | 10% | | | | •Safety - Observations | 5% | | | | •Safety - Recordables | 5% | | | | •Business Development | 5% | | | | •Maximum award payout is capped at 200% of target | | | | Long-Term Incentive (LTI) Program | •Performance Share Unit (“PSU”) award (50% of LTI program awards) – ◦Settled in shares of stock over a three-year period based on annual performance against adjusted EPS targets. ◦The annual adjusted EPS targets are set at the beginning of the three-year period based on the Company’s annual strategic and financial plans. ◦The range of payout of the PSUs is 0% to 200% of target depending on the achievement level of EPS relative to targets. •Restricted Stock Units (RSU) award (50% of LTI program awards) – vest ratably over a three-year period, enhancing shareholder alignment, retention, and development of long-term ownership by our NEOs | | •2023 adjusted EPS results were above the maximum performance level for the applicable annual installments of 2021, 2022 and 2023 PSUs. •Payout of these annual installments was approved at maximum (200%) levels. |

  28. 2023 Say on Pay

    | The committee is committed to ensuring that our program remains appropriately aligned with peer group and broader “best practice” governance standards, and that it continues to support our guiding principles of shareholder alignment. While we believe that the 2023 vote reflects strong shareholder support for existing programs, management regularly engages in substantive discussions focused on executive compensation with shareholders and with advisory groups. During 2023, we continued to meet and have conversations with numerous shareholders. | | | | 95% SUPPORT IN 2023 |

  29. 2023 Say on Pay

    In general, during these discussions investors expressed their overall support of our program and our pay-for-performance approach. As a result of this feedback and the majority support we received, the committee did not make any substantive changes to the executive compensation program during 2023. For 2024, we implemented changes to our program that we believe align us more closely with our shareholders and the market practice, including double-trigger equity vesting, increased weighting of PSUs, introduction of a relative total shareholder return metric and a three-year cumulative performance period on our PSUs. We seek to earn strong support from our shareholders every year, and hope that you will cast a vote in favor of our programs.

  30. Compensation Program Governance

    | Executive and Director Compensation Best Practices | | ✓ Double-Trigger Vesting of Equity Awards in Change of Control (new for 2024) – equity incentive awards will be subject to double-trigger vesting beginning with 2024 annual grants. | | ✓ Performance-Based Equity Earned Based Upon Absolute and Relative Performance (new for 2024) – PSU awards in 2024 will be earned based upon 3-year cumulative EPS achievement relative to pre-established goals and based upon total shareholder return (TSR) performance relative to peers. | | ✓ Incentives Based on Performance – awards under our short-term and long-term incentive programs are based on the achievement of performance objectives and the performance objectives differ under the two programs. ✓ Clawback Policy – cash and equity awards under our incentive programs are subject to clawback. ✓ Majority of CEO Equity Awards Are Performance-Based (new for 2024) – 60% of CEO equity will be in the form of PSUs beginning in 2024. ✓ Anti-Pledging Policy – we prohibit our executive officers and directors from pledging our securities. ✓ Executives and Directors Subject to Stock Ownership Guidelines – we require our directors and executive officers to maintain meaningful levels of share ownership of 5 times their annual cash retainer for directors, 5 times base salary for our CEO and 3 times base salary for our other executive officers. See “Executive Stock Ownership Guidelines” below and “Corporate Governance - Stock Ownership Guidelines for more information. ✓ Engagement of Independent Compensation Consultant – the committee retains an independent compensation consultant to evaluate our compensation programs. ✓ No Tax Gross-Ups / No Guaranteed Bonuses – we do not provide our NEOs with any tax gross-ups and we do not guarantee bonus payments to our NEOs. |

  31. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant To assist in evaluating our compensation practices and the level of compensation provided to our executives, the committee retains an independent compensation consultant to provide advice and ongoing recommendations on these matters that are consistent with our business goals and pay philosophy. We believe that this input and advice produces more informed decision-making and assures that an objective perspective is considered in this important governance process. The committee engaged Meridian as its executive compensation consultant. The committee determined the scope of Meridian’s services, which included providing input into the compensation peer group, providing benchmark data on executive compensation to inform the committee’s compensation decisions, attending and participating in meetings of the committee, and apprising the committee of trends and developments impacting executive compensation. For 2023, the committee assessed the independence of Meridian and concluded that the services performed did not raise any conflicts of interest.

  32. Market Data and Peer Group

    Market Data and Peer Group To gather relevant data for assessing competitiveness of executive pay, the committee worked with their consultant and with management to develop a compensation peer group. To select appropriate peers, we used several comparative factors including industry similarity, business model similarity, competition for business or executive talent, geographic presence and size (including revenue, market capitalization, and assets). The committee selected the following peer group, which the committee referred to when determining 2023 compensation. This peer group contains the same companies used in 2022, except for Standex International Corporation, Matrix Services Company and U.S. Concrete, Inc. which we replaced with Construction Partners, Inc. and Infrastructure and Energy Alternatives, Inc. to better reflect our increased size and complexity.

  33. Market Data and Peer Group

    | Chart Industries, Inc. | Eagle Materials Inc. | Innovate Corporation (formerly HC2 Holdings, Inc.) | | Columbus McKinnon Corporation | Granite Construction, Inc. | MYR Group Inc. | | Comfort Systems USA, Inc. | Great Lakes Dredge & Dock Corporation | Primoris Services Corporation | | Construction Partners, Inc. | IES Holdings, Inc. | Summit Materials, Inc. | | Dycom Industries, Inc. | Infrastructure and Energy Alternatives, Inc. | |

  34. Market Data and Peer Group

    At the time the committee approved the peer group, our revenues fell at the 43rd% percentile of this group.

  35. Short-Term Incentive Program

    Short-Term Incentive Program Our annual incentive, or STI, program represents variable components of compensation designed to reward our executive officers if the Company achieves the pre-established performance goals approved by the committee for the applicable year. In December 2022, the committee established the framework for the 2023 STI awards. Under the program, each executive officer was assigned a target STI award based on a percentage of his base salary. For 2023, the STI awards for our NEOs could be earned based on performance relative to financial and strategic goals, as follows: •75% based on Adjusted EBITDA for 2023; •10% based on timely and successful implementation of several company-wide software applications; •10% based on safety performance; and •5% based on geographically expanding the E-infrastructure business The committee believes establishing Adjusted EBITDA as the financial measure is appropriate because it is directly tied to management’s success in growing our business and will drive our executives to improve operational execution, efficiencies, cash flow and profitability. In addition, the committee believes that Adjusted EBITDA is a complementary financial measure to earnings per share, which is the performance measure used in our LTI program. The committee also believes successfully implementing company-wide software applications and geographically expanding our E-infrastructure business contributes to our success and operational efficiency, while the inclusion of a safety performance measure critically reinforces a strong safety culture. The chart below describes the 2023 target STI awards for each executive:

  36. Short-Term Incentive Program

    | Name | Annual Base Salary | Target STI Award as a % of Base Salary | Target STI Award | | Mr. Cutillo | $1,000,000 | 110% | $1,100,000 | | Mr. Ballschmiede | $626,750 | 75% | $470,063 | | Mr. Wolf | $368,500 | 65% | $239,525 |

  37. Short-Term Incentive Program

    With respect to the performance goals, the committee established threshold, target and maximum goals and the NEOs could earn between 0% and 200% of the applicable target STI award based on the level of achievement of the goal. The chart below summarizes these goals and the Company’s actual performance during 2023 with respect to each performance measure.

  38. 2023 Short Term Incentive Program Results

    2023 Short Term Incentive Program Results

  39. 2023 Short Term Incentive Program Results

    | Performance Measure | Weighting | Threshold Performance | Target Performance | Maximum Performance | Actual Performance | Payout % of Performance Measure (rounded) | | (in thousands, except percentage data) | | | | | | | | Adjusted EBITDA(1) | 75% | $199,900 | $222,100 | $244,300 | $259,881 | 200% | | Implementation Initiatives(2) | 10% | Perform 1 of 3 | Perform 2 of 3 | Perform 3 of 3 | Performed 2 of 3 | 100% | | Safety - Observations(3) | 5% | 213,700 | 237,500 | 261,250 | 322,088 | 200% | | Safety - Recordables(4) | 5% | 24 | 22 | 20 | 24 | 50% | | Business Expansion(5) | 5% | $30 million | $50 million | $70 million | $108 million | 200% | | Weighted Average Payout | | | | | | 182.5% |

  40. 2023 Short Term Incentive Program Results

    (1)Adjusted EBITDA is a non-GAAP measure. Our calculation of Adjusted EBITDA for purposes of establishing our Adjusted EBITDA target and determining the actual Adjusted EBITDA amount is detailed below (in thousands).

  41. 2023 Short Term Incentive Program Results

    | Item | 2023 | | Net income from continuing operations | $138,655 | | Add: interest, net | 15,180 | | Add: income tax expense | 47,770 | | Add: depreciation and amortization | 57,403 | | Add: acquisition & divestiture related costs | 873 | | Adjusted EBITDA | $259,881 |

  42. 2023 Short Term Incentive Program Results

    (2)Timely and successful implementation of several company-wide software applications. (3)Timely and successful target completion of 237,500 total safety observations. (4)Target represents incremental improvements in safety performance over historical trends. (5)New project awards and other increases in backlog from geographic expansion of the E-infrastructure business. As a result, in March 2024, the committee approved the annual STI awards to the NEOs.

  43. 2023 Short Term Incentive Program Results

    | Name | Target STI Payout | % of Target Achieved | Total 2023 STI Award Earned | | Mr. Cutillo | $1,100,000 | 182.5% | $2,007,500 | | Mr. Ballschmiede | 470,063 | 182.5% | 857,864 | | Mr. Wolf | 239,525 | 182.5% | 437,133 |

  44. Long-Term Incentive Program

    Long-Term Incentive Program Under our long-term incentive, or LTI, program, our NEOs receive a combination of PSUs, designed to reward increased earnings per share (“EPS”), and RSUs, which are a time-based award designed to promote retention and stock ownership. In December 2023, the committee assigned each executive officer an LTI Target Amount, which was expressed as a percentage of his annual base salary at the time. The LTI awards vest over a three-year performance period and, except for limited circumstances, require continued employment in order to earn the award. All awards are settled in shares of our common stock. The terms of the LTI awards are summarized as follows: •PSUs – vest in three substantially equal annual installments (tranches) based on the Company’s achievement of annual threshold, target or maximum EPS goals established for each year in the performance period. Since the current PSU Program was put in place in 2018, the annual target compound growth rate has averaged 4.7% for each Award period. Because of the market sensitivity of the future long-term EPS growth targets, the compound growth rates for each program year are not disclosed until the actual year of performance is completed. Performance goals for all three years in each performance period are established at the beginning of the period based on growth over the full period. Goals are not reset or revisited at any point over the three-year period. As a result, while the program includes multiple one-year periods, we believe it is truly long-term as the goals do not change. The example below illustrates the tranche concept relative to PSUs.

  45. Long-Term Incentive Program

    | | Tranche Subject to 2021 Performance | Tranches Subject to 2022 Performance | Tranches Subject to 2023 Performance | Tranches Subject to 2024 Performance | Tranche Subject to 2025 Performance | | 2021 Award | Tranche 1 | Tranche 2 | Tranche 3 | — | — | | 2022 Award | — | Tranche 1 | Tranche 2 | Tranche 3 | — | | 2023 Award | — | — | Tranche 1 | Tranche 2 | Tranche 3 |

  46. Long-Term Incentive Program

    •RSUs – vest in three substantially equal annual installments during the performance period. In 2023, the number of RSUs and PSUs granted to each executive was computed by multiplying the executive’s LTI Target Amount by 50% and then dividing the result by $32.80, which was the closing price per share of our common stock on December 30, 2022.

  47. Long-Term Incentive Program

    | Name | Annual Base Salary | LTI Target as a % of Base Salary | LTI Target Value | Target Value (RSUs) | # of RSUs | Target Value (PSUs) | Target # of PSUs | | Mr. Cutillo | $1,000,000 | 300% | $3,000,000 | $1,500,000 | 45,732 | $1,500,000 | 45,732 | | Mr. Ballschmiede | 626,750 | 125% | 783,438 | 391,719 | 11,943 | 391,719 | 11,943 | | Mr. Wolf | 368,500 | 80% | 294,800 | 147,400 | 4,494 | 147,400 | 4,494 |

  48. 2023 Long Term Incentive Program Results

    2023 Long Term Incentive Program Results In March 2024, the committee reviewed the net income from continuing operations and adjusted EPS results for the outstanding PSU awards and approved the vesting and payout for the respective portion of vesting for each of the PSUs granted in January 2021, 2022 and 2023.

  49. 2023 Long Term Incentive Program Results

    | Award Year and Tranche | Weighting Portion of Original | Threshold | Target | Maximum | Actual Performance(1) | 2023 Payout Performance | | 2021 Tranche 3 | 1/3 | $1.56 | $1.84 | $2.02 | $4.47 | 200% | | 2022 Tranche 2 | 1/3 | $2.38 | $2.80 | $3.08 | $4.47 | 200% | | 2023 Tranche 1 | 1/3 | $2.84 | $3.34 | $3.67 | $4.47 | 200% |

  50. 2023 Long Term Incentive Program Results

    (1)Actual performance reflects the elimination of acquisition-related cost of $0.03 per share.

  51. 2024 Long Term Incentive Program Changes

    2024 Long Term Incentive Program Changes Every year the committee considers how well our long-term incentive and other compensation programs align with shareholder interests, Company strategy and evolving market practice. In light of this review during 2023, the committee approved the following changes to our 2024 LTI program: •Double-trigger vesting for equity awards: beginning with 2024 annual RSU and PSU grants, equity incentive awards will be subject to double-trigger vesting in the event of a change in control. •Increased weight on PSUs: beginning with 2024 grants, PSUs will comprise 60% of total LTI value as compared to 50% in 2023. •Relative performance measure added for PSU’s: 2024 PSU’s will be earned based upon a mix of EPS performance (2/3 of the award) and total shareholder return relative to our peers (1/3 of the award). •Three-year cumulative performance for PSUs: beginning with 2024 grants, we will measure both relative TSR and EPS performance over a cumulative three-year performance period, with payout determination at the end of the full performance period. The committee believes that these changes more closely align our compensation programs with shareholder interests and competitive market practice, reinforce focus on long-term value creation, and are appropriate at this stage in the Company’s strategic development.

  52. CEO Special Grant

    CEO Special Grant On January 5, 2024, in conjunction with the execution of Mr. Cutillo’s Amended and Restated 2018 Executive Employment Agreement (the “Amended Employment Agreement”), the compensation committee approved a special grant of 160,000 PSUs (the “Special Award”) to Mr. Cutillo that is contingent upon the achievement of challenging stock price goals. This one-time award will vest on December 31, 2026 based on the Company’s achievement of the following stock price targets: (a) 20% of the Special Award shall vest upon the achievement of a stock price target of $100 per share; (b) 30% of the Special Award shall vest upon the achievement of a stock price target of $120 per share; and (c) 50% of the Special Award shall vest upon the achievement of a stock price target of $140 per share. The stock price targets are measured by the average closing price over any twenty consecutive trading days between the grant date and the vesting date. In the event the Company and Mr. Cutillo agree to extend the Amended Employment Agreement beyond the initial three-year term for a fourth year, Mr. Cutillo will be eligible for an additional one-time grant of 40,000 PSUs, which will vest upon the Company’s achievement of a stock price target of $160 per share and Mr. Cutillo’s continued employment through December 31, 2027. Special awards are not a core component of our compensation strategy. However, the compensation committee determined that the Special Award was appropriate to acknowledge the board’s confidence in Mr. Cutillo’s leadership and strategy for the Company, to recognize his role in driving total shareholder return performance of 792% since his appointment as CEO, and to retain Mr. Cutillo as CEO for the next three to four years. Because the award motivates extraordinary long-term performance that will result in transformational growth for the Company, and is entirely at risk for performance, the compensation committee believes that it is structured to directly align with shareholder interests. Further details of Mr. Cutillo’s Amended Employment Agreement and Special Award terms are discussed below under the section titled “Executive Compensation Tables—Potential Payments Upon Termination or Change of Control”.

  53. Cash Severance and Change of Control Benefits

    Cash Severance and Change of Control Benefits We provide Mr. Cutillo and Mr. Ballschmiede with contractual protections in the event of certain terminations of employment outside of the change of control context, as well as in connection with a change of control. We believe that severance protections, particularly in connection with a change of control transaction, can play a valuable role in attracting and retaining key executive officers by providing protections commonly provided in the market. In addition, we believe these benefits also serve the company’s interest by promoting a continuity of management in the context of an actual or threatened change of control transaction. Specifically, these executives are entitled to severance benefits under their Executive Employment Agreements in the event of a termination of employment by the company without cause or by the executive for good reason. The board determined that it is appropriate to provide these executives with severance benefits under these circumstances in light of their respective critical positions with the company and as part of their overall compensation package. In addition, we believe that the occurrence, or potential occurrence, of a change of control transaction would create uncertainty regarding the continued employment of our executive officers. This uncertainty results from the fact that many change of control transactions result in significant organizational changes, particularly at the senior executive level. To encourage these executive officers to remain employed with the company during an important time when their prospects for continued employment following a transaction are often uncertain, the Executive Employment Agreements provide these executive officers with enhanced severance benefits if their employment is terminated by the company without cause or by the executive for good reason in connection with a change of control. We do not provide excise tax gross-up protections under any change of control arrangements with our executive officers. In addition, the terms of our outstanding restricted stock, RSU and PSU awards provide for accelerated vesting under certain circumstances related to a termination of employment and the occurrence of a qualifying change of control. For more information regarding all of these benefits, see the section titled “Executive Compensation Tables—Potential Payments Upon Termination or Change of Control.”

  54. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  55. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Stock Awards(2) | Non-Equity Incentive Plan Compensation | All Other Compensation(3) | Total | | Joseph A. Cutillo Chief Executive Officer | 20232022 2021 | $1,000,000 830,000 790,000 | $3,000,019 2,489,979 2,346,190 | $2,007,500 1,826,000 1,659,790 | $44,061 31,807 46,296 | $6,051,580 5,177,786 4,842,276 | | Ronald A. Ballschmiede Executive Vice President, Chief Financial Officer & Chief Accounting Officer | 20232022 2021 | 626,750 575,000 530,000 | 783,461 718,726 699,583 | 857,864 805,000 657,995 | 21,775 20,157 19,855 | 2,289,850 2,118,883 1,907,433 | | Mark D. Wolf General Counsel, Chief Compliance Officer & Secretary | 20232022 2021 | 368,500 335,000 315,000 | 294,806 267,997 259,846 | 437,133 368,500 300,825 | 21,076 21,518 20,161 | 1,121,515 993,015 895,832 |

  56. 2023 Summary Compensation Table

    (1)Reflects annual base salary approved by the compensation committee. (2)Amounts included for 2023 reflect the aggregate grant date value of RSUs and PSUs awarded as part of the LTI program for 2023. See the table below for more information regarding these amounts. The grant date fair value of the RSUs and PSUs are computed in accordance with ASC 718 using the closing price on the date prior to grant. The maximum aggregate grant date value of the PSUs, assuming maximum performance, is as follows: Mr. Cutillo - $3,000,019, Mr. Ballschmiede - $783,461 and Mr. Wolf - $294,806.

  57. 2023 Summary Compensation Table

    | | 2023 LTI Program Award | | | Name | RSUs | PSUs | | Mr. Cutillo | $1,500,010 | $1,500,010 | | Mr. Ballschmiede | 391,730 | 391,730 | | Mr. Wolf | 147,403 | 147,403 |

  58. 2023 Summary Compensation Table

    (3)The amounts reported in the “All Other Compensation” column for 2023 reflect, for each NEO as applicable, the sum of the incremental cost to the Company of all perquisites and other personal benefits and all other additional compensation required by SEC rules to be separately quantified, including (a) personal use of a leased vehicle, (b) amounts contributed by the Company to defined contribution plans, and (c) special Company provided wellness benefits.

  59. 2023 Summary Compensation Table

    | | Perquisites and Other Personal Benefits | | | | Name | Vehicle Lease | Plan Contributions | Wellness | | Mr. Cutillo | $23,481 | $16,500 | $4,080 | | Mr. Ballschmiede | — | 16,500 | 5,275 | | Mr. Wolf | — | 16,500 | 4,576 |

  60. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023

  61. Grants of Plan-Based Awards in 2023

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All other Stock Awards: Number of Shares of Stock or Units(2) | Grant Date Fair Value of Stock Awards | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Joseph A. Cutillo | | | | | | | | | | | STI Award | | $550,000 | $1,100,000 | $2,200,000 | — | — | — | — | $— | | LTI - RSU | 01/01/2023 | — | — | — | — | — | — | 45,732 | 1,500,010 | | LTI - PSU(3) | 01/01/2023 | — | — | — | 22,866 | 45,732 | 91,464 | — | 1,500,010 | | Ronald A. Ballschmiede | | | | | | | | | | | STI Award | | 235,032 | 470,063 | 940,126 | — | — | — | — | — | | LTI - RSU | 01/01/2023 | — | — | — | — | — | — | 11,943 | 391,730 | | LTI - PSU(3) | 01/01/2023 | — | — | — | 5,972 | 11,943 | 23,886 | — | 391,730 | | Mark D. Wolf | | | | | | | | | | | STI Award | | 119,763 | 239,525 | 479,050 | — | — | — | — | — | | LTI - RSU | 01/01/2023 | — | — | — | — | — | — | 4,494 | 147,403 | | LTI - PSU(3) | 01/01/2023 | — | — | — | 2,247 | 4,494 | 8,988 | — | 147,403 |

  62. Grants of Plan-Based Awards in 2023

    (1)For 2023, under our STI program, each of our NEOs had a target award based on a percentage of salary, with the amount to be earned based on the Company’s performance relative to a pre-established adjusted EBITDA target (representing 75% of the target award), timely and successful completion of several company-wide software applications (representing 10% of the target award), safety performance (representing 10% of the target award) and geographical expansion of the E-infrastructure business (representing 5% of the target award). The amounts reported represent the estimated threshold, target and maximum possible incentive payments that could have been received by each NEO pursuant to the program for 2023. The estimated amounts in the “Threshold” column reflect achievement of the threshold level of performance relative to the targets, resulting in a payout of 50% of the target award for each component. The estimated amounts in the “Maximum” column reflect achievement of the maximum level of performance relative to the targets, resulting in a payout of 200% of the target award for each component. For more information, see the section titled “Executive Officer Compensation—Compensation Discussion and Analysis.” (2)These awards represent RSUs awarded to the executive officers as part of the 2023 LTI Program. Each of the NEOs received a portion of his 2023 target LTI Program award in the form of RSUs. Each RSU represents a contingent right to receive a share of our common stock on the vesting date, provided the executive remains employed with us throughout the vesting period, subject to certain exceptions. The RSUs will vest in one-third installments on each of December 31, 2023, 2024 and 2025. For more information regarding the RSUs granted to the NEOs under our 2023 LTI Program, see the section titled “Executive Officer Compensation—Compensation Discussion and Analysis.” (3)These awards represent PSUs awarded to the executive officers as part of the 2023 LTI Program. Each of the NEOs received a portion of his 2023 target LTI Program award in the form of PSUs. Each PSU represents a contingent right to receive shares of our common stock, with the final number of shares to be issued to our NEOs based on the Company’s achievement of applicable EPS threshold, target and maximum goals for each year in the three-year performance cycle ending December 31, 2025. Achievement of the threshold level of performance will result in a payout of 50% of the target award, and a maximum performance would result in 200% of target. The award will vest in one-third installments after the end of each year in the performance cycle. For more information regarding the PSUs granted to the NEOs under our 2023 LTI Program, see the section titled “Executive Officer Compensation—Compensation Discussion and Analysis.”

  63. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023

  64. Outstanding Equity Awards at December 31, 2023

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) | | Joseph A. Cutillo | 46,268 | $4,068,345 | 352,788 | $31,020,649 | | Ronald A. Ballschmiede | 12,517 | $1,100,620 | 53,498 | $4,704,079 | | Mark D. Wolf | 4,695 | $412,831 | 20,012 | $1,759,655 |

  65. Outstanding Equity Awards at December 31, 2023

    (1)Unless the award is forfeited or vesting is accelerated because of a termination of employment, retirement or change of control as described below under “Potential Payments upon Termination or Change in Control,” the restrictions on the restricted stock and RSUs will lapse and the awards will vest as follows:

  66. Outstanding Equity Awards at December 31, 2023

    | Name | RSUs | Vesting Date | | Mr. Cutillo | 15,780 | On December 31, 2024 | | | 30,488 | 1/2 on each December 31, 2024 and 2025 | | Mr. Ballschmiede | 4,555 | On December 31, 2024 | | | 7,962 | 1/2 on each December 31, 2024 and 2025 | | Mr. Wolf | 1,699 | On December 31, 2024 | | | 2,996 | 1/2 on each December 31, 2024 and 2025 |

  67. Outstanding Equity Awards at December 31, 2023

    (2)The market value of the awards as reflected in this table was based on the $87.93 closing market price per share of our common stock on December 29, 2023. (3)The table below sets forth our outstanding PSU awards as of December 31, 2023. Unless the award is forfeited or vesting is accelerated because of a termination of employment, retirement or change of control as described below under “Potential Payments upon Termination or Change in Control,” the restrictions on the target PSUs granted as part of our LTI program will lapse in one-third increments following the end of each year in the three-year performance period as set forth in the table below. The table below includes tranches of awards that paid out in early 2024 based on 2023 adjusted EPS results. The table below also includes the Special Award of 160,000 PSUs as described in the section titled “Potential Payments Upon Termination or Change of Control—Executive Employment Agreement - Mr. Cutillo”.

  68. Outstanding Equity Awards at December 31, 2023

    | | | Outstanding PSUs | | | | | Name | Grant Date | Threshold | Target | Maximum | Last Day of Performance Period | | Mr. Cutillo | 01/01/2021 | 9,552 | 19,103 | 38,206 | 12/31/2023 | | | 02/19/2022 | 15,780 | 31,559 | 63,118 | 12/31/2024 | | | 01/01/2023 | 22,866 | 45,732 | 91,464 | 12/31/2025 | | | 12/31/2023 | 32,000 | 160,000 | 160,000 | 12/31/2026 | | Mr. Ballschmiede | 01/01/2021 | 2,848 | 5,696 | 11,392 | 12/31/2023 | | | 02/19/2022 | 4,555 | 9,110 | 18,220 | 12/31/2024 | | | 01/01/2023 | 5,972 | 11,943 | 23,886 | 12/31/2025 | | Mr. Wolf | 08/05/2021 | 1,058 | 2,115 | 4,230 | 12/31/2023 | | | 02/19/2022 | 1,699 | 3,397 | 6,794 | 12/31/2024 | | | 01/01/2023 | 2,247 | 4,494 | 8,988 | 12/31/2025 |

  69. Stock Vested in 2023

    Stock Vested in 2023

  70. Stock Vested in 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | Joseph A. Cutillo | 165,438 | $10,037,825 | | Ronald A. Ballschmiede | 48,520 | 2,580,746 | | Mark D. Wolf | 14,812 | 537,658 |

  71. Stock Vested in 2023

    (1)The value realized on vesting of restricted stock and RSUs and payout of PSUs is based on the closing sale price on the date of vesting of the award or payout with respect to the PSUs, or, if there were no reported sales on such date, on the last preceding date on which any reported sale occurred.

  72. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  73. Potential Payments Upon Termination or Change of Control as of December 31, 2023

    Potential Payments Upon Termination or Change of Control as of December 31, 2023

  74. Potential Payments Upon Termination or Change of Control as of December 31, 2023

    | Name | Lump Sum Severance Payment | RSUs (Unvested & Accelerated)(1) | PSUs (Unvested & Accelerated / Retained)(2) | Outplacement Assistance | Total(3) | | Joseph A. Cutillo | | | | | | | Death, Disability or Retirement | $— | $4,068,345 | 26,952,304 | $— | $31,020,649 | | Termination without Cause or with Good Reason | 3,052,294 | 4,068,345 | 26,952,304 | 50,000 | 34,122,943 | | Change of Control | — | 4,068,345 | 30,469,504 | — | 34,537,849 | | Qualifying Termination i/c/w Change of Control | 6,352,294 | — | — | — | 6,352,294 | | Ronald A. Ballschmiede | | | | | | | Death, Disability or Retirement | — | 1,100,620 | 3,603,459 | — | 4,704,079 | | Termination without Cause or with Good Reason | 661,938 | 1,100,620 | 3,603,459 | 25,000 | 5,391,017 | | Change of Control | — | 1,100,620 | 3,603,459 | — | 4,704,079 | | Qualifying Termination i/c/w Change of Control | 1,680,408 | — | — | — | 1,680,408 | | Mark D. Wolf | | | | | | | Death | — | 412,831 | 879,916 | — | 1,292,747 | | Disability or Retirement | — | 412,831 | 879,916 | — | 1,292,747 | | Termination without Cause or Good Reason | — | 412,831 | 879,916 | — | 1,292,747 | | Change of Control | — | 412,831 | 1,347,000 | — | 1,759,831 | | Qualifying Termination i/c/w Change of Control | — | — | — | — | — |

  75. Potential Payments Upon Termination or Change of Control as of December 31, 2023

    (1)The value of the restricted stock and RSUs that would have vested for each NEO is based on $87.93, the closing price of our common stock on December 29, 2023 and assumes all executives are eligible to retire. (2)Assumes PSUs vest at target level of performance for all PSUs except those subject to 2023 performance. The value of the PSUs that would have vested or been retained for each NEO is based on $87.93, the closing price of our common stock on December 29, 2023. Includes the Special Award of 160,000 PSUs outlined in Mr. Cutillo’s Amended Employment Agreement, as well as the additional 40,000 shares in the event of a Change of Control, as further described in the section titled “Potential Payments Upon Termination or Change of Control—Executive Employment Agreement - Mr. Cutillo”. (3)Pursuant to the Executive Employment Agreements, the total payments may be subject to reduction if such payments result in the imposition of an excise tax under Section 280G of the Code, but for purposes of this table we have not reflected any Section 280G modifications.

  76. Pay Ratio

    Pay Ratio The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of Mr. Cutillo, our chief executive officer, to the median of the annual total compensation of our other employees. We determined our median employee based on W-2 earnings for 2023, or annualized earnings for those employed less than one year, of each of our 2,986 employees (excluding the chief executive officer) as of December 31, 2023. The annual total compensation of our median employee for 2023 was $81,724. As disclosed in the Summary Compensation Table appearing on page 34, Mr. Cutillo’s annual total compensation for 2023 was $6,051,580. Based on the foregoing, our estimate of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was 74 to 1. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  77. Pay Versus Performance

    Pay Versus Performance The following table shows the past four fiscal years’ total compensation for our NEO’s as set forth in the Summary Compensation Table, the “compensation actually paid” to our NEO’s (as determined under SEC rules), our total shareholder return (“TSR”), the TSR of the Company’s compensation peer group over the same period, and our annual Net Income, Adjusted EBITDA, and EPS. The peer group for each year is noted below in footnote 4.

  78. Pay Versus Performance

    | Year | Summary Compensation Table total for CEO(1) ($) | Compensation actually paid to CEO (2) ($) | Average Summary Compensation Table total for other NEOs(1) ($) | Average compensation actually paid to other NEOs(2) ($) | TSR(3) ($) | Peer group TSR(4) ($) | Net Income ($ in millions) | Adjusted EBITDA ($ in millions) | Adjusted EPS ($ per share) | | 2023 | 6,243,352 | 22,881,676 | 1,767,772 | 5,175,653 | 625 | 250 | 138.7 | 260 | 4.47 | | 2022 | 5,194,928 | 11,965,685 | 1,555,949 | 2,883,232 | 233 | 161 | 106.5 | 212 | 3.17 | | 2021 | 4,842,276 | 10,996,753 | 1,401,633 | 2,688,652 | 187 | 192 | 62.6 | 143 | 2.25 | | 2020 | 3,903,216 | 7,319,491 | 1,240,668 | 1,583,967 | 132 | 128 | 42.3 | 128 | 1.72 |

  79. Pay Versus Performance

    (1) For each year referenced in the table, Mr. Cutillo served as our CEO. Our other NEO’s for 2020 and 2021 consisted of Messrs. Ballschmiede and Wolf while our other NEOs for 2020 consisted of Messrs. Ballschmiede, Wolf, Chandler and Wadsworth. (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. The following table details these adjustments:

  80. Pay Versus Performance

    | | | | Equity Award Adjustments | | | | | | Year | Executive(s) | Summary compensation table total ($) | Deduct stock awards ($) | Include year-end equity value for awards granted during the year ($) | Include Change in value of prior equity awards vesting during year ($) | Deduct value of prior year awards forfeited during year ($) | Include Change in value of prior equity awards not vested during year ($) | | 2023 | CEO | 6,243,352 | (3,000,019) | 8,042,430 | 9,077,118 | — | 2,518,796 | | | Other NEOs | 1,767,772 | (539,134) | 1,445,305 | 1,999,902 | — | 501,808 | | 2022 | CEO | 5,194,928 | (2,489,979) | 3,622,924 | 3,117,174 | — | 2,520,638 | | | Other NEOs | 1,555,949 | (493,362) | 717,844 | 589,480 | — | 513,319 | | 2021 | CEO | 4,842,276 | (2,346,190) | 2,511,992 | 3,381,888 | — | 2,606,787 | | | Other NEOs | 1,401,633 | (479,715) | 513,613 | 684,562 | — | 568,560 | | 2020 | CEO | 3,903,216 | (1,924,004) | 2,119,177 | 568,820 | — | 2,652,283 | | | Other NEOs | 1,240,668 | (444,104) | 437,256 | 134,942 | (140,800) | 356,005 |

  81. Pay Versus Performance

    (3) TSR reflects the value of a $100 investment made on 1/1/2020, as measured at the end of each year shown in the table. (4) The peer group data reflects our compensation peer group as approved by the Compensation Committee for 2023, with minimal changes from the 2022 peer group to account for merger and acquisition activity and better reflect our increasing size and complexity. Peer group changes are captured in the table below. Cumulative TSR (from 12/31/2019-12/31/2023) for the peer group used in 2022 would be $257. The table below provides a summary of the companies in the peer group by year:

  82. Pay Versus Performance

    | Company Name | Compensation Peer 2022 | Compensation Peer 2023 | | Chart Industries, Inc. | ✓ | ✓ | | Columbus McKinnon Corporation | ✓ | ✓ | | Comfort Systems USA, Inc. | ✓ | ✓ | | Construction Partners, Inc. | | ✓ | | Dycom Industries, Inc. | ✓ | ✓ | | Eagle Materials Inc. | ✓ | ✓ | | Granite Construction Incorporated | ✓ | ✓ | | Great Lakes Dredge & Dock Corporation | ✓ | ✓ | | IES Holdings, Inc. | ✓ | ✓ | | Infrastructure and Energy Alternatives | | ✓ | | INNOVATE Corp | ✓ | ✓ | | Matrix Service Company | ✓ | | | MYR Group Inc. | ✓ | ✓ | | Primoris Services Corporation | ✓ | ✓ | | Standex International Corporation | ✓ | | | Summit Materials, Inc. | ✓ | ✓ | | U.S. Concrete, Inc. | ✓ | |

  83. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures We believe the table above shows the strong link between compensation actually paid to our executives and the Company’s performance, consistent with our compensation philosophy and as described in our Compensation Discussion and Analysis beginning on page 20. Specifically, •Our cumulative TSR has exceeded or is comparable with the peer group TSR during the past four years, demonstrating outsized value delivered to our shareholders. The CEO and other-NEO “compensation actually paid” each year tracks our TSR performance and only increased when our TSR increased. •Likewise, the CEO and other-NEO “compensation actually paid” only increased when our Adjusted EBITDA increased; demonstrating strong correlation between pay and performance. •Moreover, our Net Income and EPS increased in each of the past three years; however, CEO and non-CEO “compensation actually paid” still fluctuated primarily based on the timing of vesting associated with special performance awards granted before the start of the period shown and our compensation committee’s holistic evaluation of executive and company performance during compensation setting.