DEF 14A of Sterling Infrastructure, Inc., Mar 25, 2025

DEF 14A of Sterling Infrastructure, Inc.

Filed Mar 25, 2025 · FY20240000874238-25-000056

Open on EDGAR

  1. Director Nominees Overview

    Director Nominees Overview

  2. Director Nominees Overview

    | Name | Age | Director Since | Independent | Experience | | William T. Bosway | 59 | 2024 | ✓ | Chief Executive Officer and Chairman of the Board of Gibraltar Industries, Inc. | | Roger A. Cregg‡ * | 68 | 2019 | ✓ | Former President and CEO of AV Homes, Inc.; Director of Comerica Incorporated; Director of Westlake Corporation | | Joseph A. Cutillo | 59 | 2017 | | Chief Executive Officer of Sterling Infrastructure, Inc.; Director of NPK International, Inc. | | Julie A. Dill‡ | 65 | 2021 | ✓ | Former CEO of Spectra Energy Partners, LP; Director of RYAM; Director of Centuri Holdings | | Dana C. O’Brien | 57 | 2019 | ✓ | Senior Vice President, General Counsel and Secretary of Olin Corporation | | Dwayne A. Wilson | 66 | 2020 | ✓ | Former Senior Vice President of Fluor Corporation; Director of Ingredion, Inc.; Director of Crown Holdings; Director of DT Midstream, Inc. |

  3. 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 and in May 2024 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 searches, 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.

  4. Director Nominees Overview

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

  5. 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:

  6. 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. | 6 of 6 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 6 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. | 6 of 6 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. | 5 of 6 director nominees | | Environmental and Social - Climate | 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. Directors meeting this criteria will be versed in sustainability and E&S aspects from an operational or shareholder perspective. | 4 of 6 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. | 5 of 6 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. | 6 of 6 director nominees |

  7. 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, 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 and May 2024 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, 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 2025 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 headquarters no later than February 7, 2026 and no earlier than January 8, 2026. 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 the 120th day prior to the date of the 2026 annual meeting and no later than the later of the 90th day prior to the date of the 2026 annual meeting or the 10th day following the public announcement of the date of the 2026 annual meeting. Any shareholder submitting a nomination under our bylaws must comply with the requirements 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.

  8. Communications with the Board

    | Director Compensation |

  9. 2024 Director Compensation

    2024 Director Compensation The table below summarizes the total compensation paid to, earned by or awarded to our non-employee directors during 2024. 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 2024 is reflected in the “2024 Summary Compensation” table on page 32. Mr. Bosway joined the board effective March 7, 2024.

  10. 2024 Director Compensation

    | Name of Director | Fees Earned or Paid in Cash | | Stock Awards(1) | | Total | | | William T. Bosway(2) | | 81,720 | | 134,980 | | 216,700 | | Roger A. Cregg | 125,000 | | 134,980 | | 259,980 | | | Julie A. Dill | 100,000 | | 134,980 | | 234,980 | | | Dana C. O’Brien | 115,000 | | 134,980 | | 249,980 | | | Dwayne A. Wilson | 115,000 | | 134,980 | | 249,980 | |

  11. 2024 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 9, 2024, each non-employee director was granted 1,074 shares of restricted stock, with a grant date fair value of $125.68 per share. As of December 31, 2024, these were the only shares of restricted stock held by our non-employee directors. (2)Mr. Bosway was elected to our board effective March 7, 2024.

  12. 2024 Director Compensation

    | Proposal No. 1: Election of Directors |

  13. 2024 Director Compensation

    In accordance with our bylaws, our board of directors has fixed the size of the board at six 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, 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 William T. Bosway, Roger A. Cregg, Joseph A. Cutillo, Julie A. Dill, Dana C. O’Brien 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.

  14. 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.”

  15. Vote Required to Elect Director Nominees

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

  16. Information about Director Nominees

    Information about Director Nominees The table below provides certain information, as of March 11, 2025, regarding the director nominees. Each director nominee’s biography contains information regarding their 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 led to the board’s conclusion that the person should be nominated to serve as a director of the Company. Unless otherwise noted, each person has been engaged in the principal occupation shown for the past five years.

  17. Information about Director Nominees

    | William T. Bosway (Independent) | | Age: 59 | 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: 68 | Director Since: 2019 | | | Mr. Cregg has served as a board member of Comerica Incorporated (NYSE) 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, as a board member of Westlake Corporation (NYSE) since 2024, and as a board member of Canadian based Minto Group since 2024. Mr. Cregg previously served as President and Chief Executive Officer and director of AV Homes, Inc. (NASDAQ) from 2012 until its sale to Taylor Morrison Homes in 2018. Mr. Cregg previously served as a senior executive and Chief Financial Officer to The Servicemaster Company (2011 to 2012), PulteGroup, Inc. (NYSE) (1998 to 2011), the Zenith Electronics Corporation (NYSE) (1996 to 1998) and Sweetheart Cup Company, Inc. (1990 to 1996). Mr. Cregg previously served on the Advisory Boards of Camden Homes, LLC (2020 to 2023) and Davidson Homes (2019 to 2021) and he also served on the board of directors of the Federal Reserve Bank of Chicago, Detroit Branch (2004 to 2009), including the role of board Chair in 2006. Mr. Cregg was elected chair of the Company’s Board in January 2025. | | | | Chair of the Board of Sterling Infrastructure, Inc.; Former CEO | Experience, Qualifications, Attributes & Skills | | | | and President of AV Homes, Inc.; Director of Westlake Corporation; Director of Comerica Incorporated Board Committees: ✓ Audit (Chair) ✓ Compensation Other Public Company Directorships: •Comerica Incorporated (2006–Present) •Westlake Corporation (2024–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. | | |

  18. Information about Director Nominees

    | Joseph A. Cutillo (Chief Executive Officer) | | Age: 59 | 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. Currently, Mr. Cutillo sits on the board of NPK International, Inc. (NYSE) where he is a member of the Audit, Compensation and Environmental. Social and Governance Committees. 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 currently serves on the board and executive committee of the American Road and Transportation Builders Association and as a member of the Northeastern University Civil and Environmental Engineering Industry Advisory Board. In December 2024, Mr. Cutillo was appointed to the Working Group on Covered Resources for the Federal Highway Administration. | | | | Chief Executive Officer of | Experience, Qualifications, Attributes & Skills | | | | Sterling Infrastructure, Inc. Board Committees: N/A Other Public Company Directorships: •NPK International, Inc. (2025–Present) | 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. | | |

  19. Information about Director Nominees

    | Julie A. Dill (Independent) | | Age: 65 | 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 is a board member of Rayonier Advanced Materials (NYSE) since 2018 where she is Chair of the Compensation Committee and a member of the Nomination and Corporate Governance Committee, as well as a board member of Centuri Holdings (NYSE) since 2024 where she is Chair of the Audit Committee as well as a member of the Nominating and Corporate 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 as its Chief Communications Officer (2013-2017), 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, a privately held company, 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 (RYAM) Board Committees: ✓ Audit ✓ Compensation Other Public Company Directorships: •RYAM (2018–Present) •Centuri Holdings (2024–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. | | |

  20. Information about Director Nominees

    | Dana C. O’Brien (Independent) | | Age: 57 | 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. | | |

  21. Information about Director Nominees

    | Dwayne A. Wilson (Independent) | | Age: 66 | 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 Midstream, 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 (Chair) 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 benefits 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. | | |

  22. 2024 Executive Compensation Decisions and Program Enhancements

    2024 Executive Compensation Decisions and Program Enhancements •Enhanced long-term incentive plan design effective with 2024 equity grants: ◦Introduced double-trigger vesting upon a change-in-control ◦Extended the performance period for our PSU awards from three one-year tranches to a cumulative three-year period with cliff vesting at the end of the period ◦Increased percentage of NEO long-term incentive value in the form of PSUs for our NEOs from 50% to 60% (other than for Mr. Ballschmiede who previously announced his planned retirement) ◦Introduced relative total shareholder return as a performance metric for our PSU awards to accompany our EPS metric ◦Granted a special, one-time performance award of PSUs with cliff vesting to Mr. Cutillo contingent upon achieving challenging stock price targets by December 31, 2026. •Awarded short-term incentive payouts at 199% of target, driven in large part by the Company’s out-performance on adjusted EBITDA •Approved vesting of the 2024 tranche of outstanding PSUs at 200% of target based on EPS performance

  23. Executive Compensation Program at a Glance

    | 2024 Executive Compensation Program | | | | | Compensation Component | Characteristics | | 2024 Results/Actions | | Base Salary | •Fixed cash compensation •Competitive level of base compensation, critical for attraction and retention | | •The NEOs received salary increases ranging from 0% to 4.7% to maintain alignment with market benchmarks. | | 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: | | •2024 adjusted EBITDA approached the maximum level resulting in performance at 199% of target. •Safety Performance exceeded the target level and resulted in overall performance at 200% of target. | | | •Financial - Adjusted EBITDA | 75% | | | | •Safety Performance | 25% | | | | •Maximum award payout is capped at 200% of target | | | | Long-Term Incentive (LTI) Program | •Performance Share Unit (“PSU”) award (60% of LTI program awards) – ◦Settled in shares of stock at the end of a three-year vesting period. Two-thirds of PSUs based on EPS performance relative to a three-year cumulative target and one-third of PSUs based on a three-year relative total shareholder return (TSR) performance. ◦The cumulative three-year EPS target is 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 and TSR performance. •Restricted Stock Units (RSU) award (40% of LTI program awards) – vest ratably over a three-year period, enhancing shareholder alignment, retention, and development of long-term ownership by our NEOs | | •2024 adjusted EPS results were above the maximum performance level for the applicable annual installments of 2022 and 2023 PSUs. •Payout of these installments was approved at maximum 200% levels. |

  24. Pay Mix

    Pay Mix The charts below reflect the 2024 target mix of direct compensation elements for our CEO and our other NEOs. These charts illustrate that a majority of NEO total target direct compensation is variable and at risk (82% for our CEO and an average of 60% for our other NEOs). With 60% of LTI value granted in performance share units (PSUs), more than half (57%) of CEO target total compensation is tied to specific performance metrics through STI and PSU awards.

  25. Pay Mix

    | Majority of NEO Target Compensation At-Risk | | | | | | STI + LTI = 82% At Risk | STI + LTI = 60% At Risk | | LTI 60% Performance-based | LTI 60% Performance-based * |

  26. 2024 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 2024 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 2024, we continued to meet and have conversations with numerous shareholders. | | | | > 97% SUPPORT IN 2024 |

  27. 2024 Say on Pay

    In general, during these discussions investors expressed their overall support of our program and our pay-for-performance approach. For 2024, we implemented changes to our program that we believe align us more closely with our shareholders and with 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 EPS 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.

  28. Compensation Program Governance

    | Executive Compensation Best Practices | | ✓ Double-Trigger Vesting of Equity Awards in Change of Control – equity incentive awards are subject to double-trigger vesting beginning with 2024 annual grants. | | ✓ Performance-Based Equity Earned Based Upon Absolute and Relative Performance – PSU awards beginning with 2024 grants are 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. ✓ Expanded Clawback Policy – cash and equity awards under our incentive programs are subject to clawback in the event of an accounting restatement and if financial reporting measures (on which incentive compensation is based) are subsequently restated. ✓ Majority of NEO Equity Awards Are Performance-Based – beginning in 2024, 60% of NEO equity awards granted were in the form of PSUs while 40% were in the form of RSUs. ✓ Anti-Pledging Policy – we prohibit our executive officers from pledging our securities. ✓ Executives Subject to Stock Ownership Guidelines – we require our executive officers to maintain meaningful levels of share ownership of 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 compensation 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. |

  29. Market Data and Peer Group

    Market Data and Peer Group To gather relevant data for assessing competitiveness of executive pay, the committee worked with its independent compensation 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 2024 compensation. This peer group contains the same companies used in 2023, except for Great Lakes Dredge & Dock Corporation, Infrastructure & Energy Alternatives, Inc. and Innovate Corporation which we replaced with Ameresco, Inc., Arcosa, Inc. and Astec Industries, Inc. to better reflect our increased size and complexity.

  30. Market Data and Peer Group

    | Ameresco, Inc. | Comfort Systems USA, Inc. | IES Holdings, Inc. | | Arcosa, Inc. | Construction Partners, Inc. | MYR Group Inc. | | Astec Industries, Inc. | Dycom Industries, Inc. | Primoris Services Corporation | | Chart Industries, Inc. | Eagle Materials Inc. | Summit Materials, Inc. | | Columbus McKinnon Corporation | Granite Construction, Inc. | |

  31. Market Data and Peer Group

    At the time the committee approved the peer group, our annual revenues were positioned between the 25th and 50th percentiles of this group and our market capitalization was positioned at the peer group median.

  32. Base Salaries

    Base Salaries Base salaries provide fixed compensation intended to meet the objective of attracting and retaining the executive officers needed to manage our business successfully. Actual individual salary amounts reflect the committee’s judgment with respect to each executive officer’s responsibility, performance, work experience and positioning relative to market benchmarks. In December 2023, based on a review of base salary levels of our peer companies and in consultation with Meridian, the committee approved a merit increase for Mr. Wolf to maintain alignment with market:

  33. 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 2023, the committee established the framework for the 2024 STI awards. Under the program, each executive officer was assigned a target STI award based on a percentage of his or her base salary. For 2024, 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 2024; and •25% based on safety performance. 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 the inclusion of a safety performance measure critically reinforces a strong safety culture. The chart below describes the 2024 target STI awards for each executive:

  34. Short-Term Incentive Program

    | Name | Annual Base Salary | Target STI Award as a % of Base Salary | Target STI Award | | Mr. Cutillo | $1,000,000 | 115% | $1,150,000 | | Mr. Ballschmiede | 626,750 | 75% | 470,063 | | Ms. Villaverde(1) | 413,699 | 75% | 310,274 | | Mr. Govin(1) | 650,000 | 110% | 715,000 | | Mr. Wolf | 386,000 | 75% | 289,500 |

  35. Short-Term Incentive Program

    (1) The target STI award value was prorated for Ms. Villaverde, while Mr. Govin received a full year, non-prorated target STI award value since his prior company incentive was forfeited due to a mid-year departure. 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 2024 with respect to each performance measure.

  36. 2024 Short Term Incentive Program Results

    2024 Short Term Incentive Program Results

  37. 2024 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% | $265,900 | $295,500 | $325,100 | $324,752 | 199% | | Safety Performance(2) | 25% | Board Discretion | 66,500 | Board Discretion | | 200% | | Weighted Average Payout | | | | | | 199% |

  38. 2024 Short Term Incentive Program Results

    (1)Adjusted EBITDA is a non-GAAP financial 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). Our actual adjusted EBITDA performance for 2024 approached the maximum performance goal, resulting in a 199% of target payout.

  39. 2024 Short Term Incentive Program Results

    | Item | 2024 | | Net income from continuing operations | $257,461 | | Add: interest, net | (2,367) | | Add: income tax expense | 87,360 | | Add: depreciation and amortization | 68,410 | | Add: acquisition related costs | 421 | | Add: gain on deconsolidation of subsidiary, net | (91,289) | | Add: earnouts | $4.756 | | Adjusted EBITDA | $324,752 |

  40. 2024 Short Term Incentive Program Results

    (2)Timely and successful target completion of 66,500 safety events consisting of safety inspections, safety observations, signed job hazard analysis, team book meetings and tool box meetings. The board concluded a 200% performance payout was warranted as the actual performance was approximately double the target performance. As a result, in March 2025, the committee approved the following annual STI awards to the NEOs.

  41. 2024 Short Term Incentive Program Results

    | Name | Target STI Payout | % of Target Achieved | Total 2024 STI Award Earned | | Mr. Cutillo | $1,150,000 | 199% | $2,291,292 | | Mr. Ballschmiede | 470,063 | 199% | 936,566 | | Ms. Villaverde | 310,274 | 199% | 618,199 | | Mr. Govin | 715,000 | 199% | 1,424,586 | | Mr. Wolf | 289,500 | 199% | 576,808 |

  42. 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 relative stock performance, and RSUs, which are a time-based award designed to promote retention and stock ownership. In December 2024, the committee assigned each executive officer an LTI Target Amount, which was expressed as a percentage of the officer’s 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.

  43. 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 are subject to double-trigger vesting in the event of a change in control. •Increased weight on PSUs: beginning with 2024 grants, PSUs comprise 60% of total LTI value as compared to 50% in 2023. •Relative performance measure added for PSU’s: 2024 PSU’s are 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. The terms of the LTI awards are summarized as follows: •EPS PSUs (67% of PSU target value) – cliff vest at the conclusion of a three-year period based on our achievement of cumulative three-year EPS goal. Because of the market sensitivity of the future long-term EPS growth targets, the cumulative EPS target for each PSU grant is not disclosed until the three-year performance period is completed. •Relative TSR PSUs (33% of PSU target value) - cliff vest at the conclusion of a three-year period based on our relative TSR performance, which is measured relative to companies in our compensation peer group described above, subject to the payout scale below.

  44. 2024 Long Term Incentive Program Changes

    | Percentage Rank of Company’s TSR | Payout Percentage of Target Number of Shares | | 75th Percentile or Above | 200% | | 50th Percentile | 100% | | 25th Percentile | 25% | | Below 25th Percentile | 0% |

  45. 2024 Long Term Incentive Program Changes

    •RSUs – vest in three substantially equal annual installments during the performance period. In 2024, the number of shares granted to each executive, other than for Mr. Ballschmiede who previously announced his planned retirement, was computed by multiplying the executive’s LTI Target Amount by 40% for RSUs and 60% for PSUs (40% EPS, 20% TSR), then dividing those results by $87.93, which was the closing price per share of our common stock on December 29, 2023.

  46. 2024 Long Term Incentive Program Changes

    | 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 | 350% | $3,500,000 | $1,400,000 | 15,922 | $2,431,889 | 23,883 | | Mr. Ballschmiede | 626,750 | 135% | $846,113 | $423,056 | 4,811 | $423,056 | 4,811 | | Ms. Villaverde | 413,699 | 115% | $475,754 | $190,302 | 1,709 | $301,074 | 2,564 | | Mr. Govin | 650,000 | 169% | $1,100,000 | $300,000 | 2,925 | $870,358 | 7,800 | | Mr. Wolf | 386,000 | 85% | $328,100 | $131,240 | 1,493 | $227,972 | 2,239 |

  47. 2024 Long Term Incentive Program Results

    2024 Long Term Incentive Program Results In March 2025, the committee reviewed the 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 2022 and 2023. The vesting and payout of the PSU award granted in January 2024 will be based on a cumulative three-year performance period ending December 31, 2026, as determined in the first quarter of 2027.

  48. 2024 Long Term Incentive Program Results

    | Award Year and Tranche | Weighting Portion of Original | Threshold | Target | Maximum | Actual Performance(1) | 2024 Payout Performance | | 2022 Tranche 3 | 1/3 | $2.60 | $3.06 | $3.36 | $6.10 | 200% | | 2023 Tranche 2 | 1/3 | $2.97 | $3.49 | $3.84 | $6.10 | 200% |

  49. 2024 Long Term Incentive Program Results

    (1)Actual performance reflects a $2.17 per share adjustment for the elimination of the net gain on de-consolidation of subsidiary, acquisition-related costs, earnouts and the income tax impact of these adjustments.

  50. 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: •20% of the Special Award shall vest upon the achievement of a stock price target of $100 per share; •30% of the Special Award shall vest upon the achievement of a stock price target of $120 per share; and •50% of the Special Award shall vest upon the achievement of a stock price target of $140 per share. Based on the closing stock price on the date of the grant ($77.09), these stock price targets reflect increases of 30%, 56% and 82% from the date of the grant. Stock price targets are measured by the average closing price over any twenty consecutive trading days between the grant date and the vesting date. As of March 11, 2025, the above noted stock price targets have been achieved, but the Special Award will not vest until the 3-year anniversary of the grant 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 1,671% since his appointment as CEO, and to retain Mr. Cutillo as CEO. 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”.

  51. Cash Severance and Change of Control Benefits

    Cash Severance and Change of Control Benefits We provide Mr. Cutillo 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, Mr. Cutillo is entitled to severance benefits under his Amended Employment Agreement 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 Mr. Cutillo with severance benefits under these circumstances in light of his critical position with the company and as part of his overall compensation package. In addition, we believe that the occurrence, or potential occurrence, of a change of control transaction would create uncertainty regarding his continued employment. 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 Mr. Cutillo to remain employed with the company during an important time when his prospects for continued employment following a transaction are often uncertain, the Amended Employment Agreement provides Mr. Cutillo with enhanced severance benefits if his 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 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.”

  52. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  53. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Non-Equity Incentive Plan Compensation | All Other Compensation(5) | Total | | Joseph A. Cutillo | 2024 | $1,000,000 | | $13,549,863 | $2,291,292 | $29,966 | $16,871,121 | | Chief Executive Officer | 2023 | 1,000,000 | | 3,000,019 | 2,007,500 | 44,061 | 6,051,580 | | | 2022 | 830,000 | | 2,489,979 | 1,826,000 | 31,807 | 5,177,786 | | Ronald A. Ballschmiede | 2024 | 626,750 | | 846,113 | 936,566 | 24,145 | 2,433,574 | | Executive Vice President, Interim Chief Financial Officer & Chief Accounting Officer | 2023 | 626,750 | | 783,461 | 857,864 | 21,775 | 2,289,850 | | | 2022 | 575,000 | | 718,726 | 805,000 | 20,157 | 2,118,883 | | Sharon Villaverde(3) Former Chief Financial Officer & Chief Accounting Officer | 2024 | 413,699 | 97,500 | 491,375 | 618,199 | 161,449 | 1,684,722 | | Daniel P. Govin(4) Chief Operating Officer | 2024 | 650,000 | | 1,170,359 | 1,424,586 | 6,923 | 3,251,868 | | Mark D. Wolf | 2024 | 386,000 | | 359,212 | 576,808 | 21,817 | 1,343,837 | | General Counsel, Chief Compliance Officer & Corporate Secretary | 2023 | 368,500 | | 294,806 | 437,133 | 21,076 | 1,121,515 | | | 2022 | 335,000 | | 267,997 | 368,500 | 21,518 | 993,015 |

  54. 2024 Summary Compensation Table

    (1)Reflects annual base salary approved by the compensation committee. (2)Amounts included for 2024 reflect the aggregate grant date value of RSUs and PSUs awarded as part of the LTI program for 2024. 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 - $14,581,752, Mr. Ballschmiede - $846,113, Ms. Villaverde - $602,148, Mr. Govin - $1,740,716, and Mr. Wolf - $455,944. Assumptions used in the calculation of these amounts are included in “Note 15 Stock Incentive Plan” to our audited financial statements for the fiscal year ended December 31, 2024, included in our Annual Report on Form 10-K filed with the SEC on February 26, 2025.

  55. 2024 Summary Compensation Table

    | | 2024 LTI Program Award | | | | Name | RSUs | PSUs | Employment Agreement PSUs | | Mr. Cutillo | $1,400,000 | $2,431,889 | $9,717,974 | | Mr. Ballschmiede | 423,056 | 423,056 | | | Ms. Villaverde | 190,302 | 301,074 | | | Mr. Govin | 300,000 | 870,358 | | | Mr. Wolf | 131,240 | 227,972 | |

  56. 2024 Summary Compensation Table

    (3)Ms. Villaverde was promoted to Chief Financial Officer & Chief Accounting Officer on May 13, 2024. The bonus payment represents the first half of Ms. Villaverde’s sign-on bonus and the second half of her sign-on bonus payment was paid on the one-year anniversary of her start date with the Company. Ms. Villaverde departed the Company on March 14, 2025. (4)Mr. Govin joined the Company as Chief Operating Officer on August 5, 2024. (5)The amounts reported in the “All Other Compensation” column for 2024 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, (c) special Company provided wellness benefits and (d) relocation benefits.

  57. 2024 Summary Compensation Table

    | | Perquisites and Other Personal Benefits | | | | | Name | Transportation | Plan Contributions | Wellness | Relocation | | Mr. Cutillo | $6,240 | $17,250 | $6,476 | $— | | Mr. Ballschmiede | — | 17,250 | 6,895 | — | | Ms. Villaverde | 10,769 | 17,250 | 7,431 | 125,999 | | Mr. Govin | 6,923 | — | — | — | | Mr. Wolf | — | 17,250 | 4,567 | — |

  58. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024

  59. Grants of Plan-Based Awards in 2024

    | 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 | | $575,000 | $1,150,000 | $2,300,000 | — | — | — | — | $— | | LTI - RSU | 01/01/2024 | — | — | — | — | — | — | 15,922 | 1,400,000 | | LTI - PSU(3) | 01/01/2024 | — | — | — | 11,942 | 23,883 | 47,766 | — | 2,431,889 | | Employment Agreement PSU | 01/01/2024 | | | | 32,000 | 80,000 | 160,000 | | 9,717,974 | | Ronald A. Ballschmiede | | | | | | | | | | | STI Award | | 235,031 | 470,063 | 940,125 | — | — | — | — | — | | LTI - RSU | 01/01/2024 | — | — | — | — | — | — | 4,811 | 423,056 | | LTI - PSU(3) | 01/01/2024 | — | — | — | 2,406 | 4,811 | 9,623 | — | 423,056 | | Sharon Villaverde | | | | | | | | | | | STI Award | | 155,137 | 310,274 | 620,549 | — | — | — | — | — | | LTI - RSU | 03/04/2024 | — | — | — | — | — | — | 1,709 | 190,302 | | LTI - PSU(3) | 03/04/2024 | — | — | — | 1,282 | 2,564 | 5,128 | — | 301,074 | | Daniel P. Govin | | | | | | | | | | | STI Award | | 357,500 | 715,000 | 1,430,000 | — | — | — | — | — | | LTI - RSU | 08/06/2024 | — | — | — | — | — | — | 2,925 | 300,000 | | LTI - PSU(3) | 08/06/2024 | — | — | — | 3,900 | 7,800 | 15,600 | — | 870,358 | | Mark D. Wolf | | | | | | | | | | | STI Award | | 144,750 | 289,500 | 579,000 | — | — | — | — | — | | LTI - RSU | 01/01/2024 | — | — | — | — | — | — | 1,493 | 131,240 | | LTI - PSU(3) | 01/01/2024 | — | — | — | 1,120 | 2,239 | 4,478 | — | 227,972 |

  60. Grants of Plan-Based Awards in 2024

    (1)For 2024, 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) and safety performance (representing 25% 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 2024. 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 NEOs as part of the 2024 LTI Program. Each of the NEOs received a portion of his or her 2024 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, 2024, 2025 and 2026. For more information regarding the RSUs granted to the NEOs under our 2024 LTI Program, see the section titled “Executive Officer Compensation—Compensation Discussion and Analysis.” (3)These awards represent PSUs awarded to the NEOs as part of the 2024 LTI Program. Each of the NEOs received a portion of his or her 2024 target LTI Program award in the form of PSUs, which are 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). 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. For more information regarding the PSUs granted to the NEOs under our 2024 LTI Program, see the section titled “Executive Officer Compensation—Compensation Discussion and Analysis.”

  61. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024

  62. Outstanding Equity Awards at December 31, 2024

    | | 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 | 25,859 | $4,355,949 | 300,302 | $50,585,872 | | Ronald A. Ballschmiede | 7,189 | 1,210,987 | 34,656 | 5,837,803 | | Sharon Villaverde | 9,639 | 1,623,690 | 5,128 | 863,812 | | Daniel P. Govin | 51,950 | 8,750,978 | 15,600 | 2,627,820 | | Mark D. Wolf | 2,494 | 420,114 | 13,868 | 2,336,065 |

  63. Outstanding Equity Awards at December 31, 2024

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

  64. Outstanding Equity Awards at December 31, 2024

    | Name | RSUs | Vesting Date | | Mr. Cutillo | 15,244 | On December 31, 2025 | | | 10,615 | 1/2 on each December 31, 2025 and 2026 | | Mr. Ballschmiede | 3,981 | On December 31, 2025 | | | 3,208 | 1/2 on each December 31, 2025 and 2026 | | Ms. Villaverde | 1,139 | 1/2 on each December 31, 2025 and 2026 | | | 8,500 | 1/3 on each March 4, 2025, 2026, and 2027 | | Mr. Govin | 1,950 | 1/2 on each December 31, 2025 and 2026 | | | 50,000 | 1/3 on each August 6, 2025, 2026, and 2027 | | Mr. Wolf | 1,498 | On December 31, 2025 | | | 996 | 1/2 on each December 31, 2025 and 2026 |

  65. Outstanding Equity Awards at December 31, 2024

    (2)The market value of the awards as reflected in this table was based on the 168.45 closing market price per share of our common stock on December 31, 2024. (3)The table below sets forth our outstanding PSU awards as of December 31, 2024. Unless the award is forfeited or vesting is accelerated because of a termination of employment, retirement, change of control (for year 2022 and 2023 grants) or a qualifying termination in connection with a change of control (for year 2024 grants), 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 2025 based on 2024 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”.

  66. Outstanding Equity Awards at December 31, 2024

    | | | Outstanding PSUs | | | | | Name | Grant Date | Threshold | Target | Maximum | Last Day of Performance Period | | Mr. Cutillo | 01/01/2022 | 7,890 | 15,780 | 31,560 | 12/31/2024 | | | 02/19/2023 | 15,244 | 30,488 | 60,976 | 12/31/2025 | | | 01/01/2024 | 11,942 | 23,883 | 47,766 | 12/31/2026 | | | 01/01/2024 | 32,000 | 80,000 | 160,000 | 12/31/2026 | | Mr. Ballschmiede | 01/01/2022 | 2,278 | 4,555 | 9,110 | 12/31/2024 | | | 02/19/2023 | 3,981 | 7,962 | 15,924 | 12/31/2025 | | | 01/01/2024 | 2,406 | 4,811 | 9,622 | 12/31/2026 | | Ms. Villaverde | 01/01/2022 | — | — | — | 12/31/2024 | | | 02/19/2023 | — | — | — | 12/31/2025 | | | 03/04/2024 | 1,282 | 2,564 | 5,128 | 12/31/2026 | | Mr. Govin | 01/01/2022 | — | — | — | 12/31/2024 | | | 02/19/2023 | — | — | — | 12/31/2025 | | | 08/05/2024 | 3,900 | 7,800 | 15,600 | 12/31/2026 | | Mr. Wolf | 01/01/2022 | 850 | 1,699 | 3,398 | 12/31/2024 | | | 02/19/2023 | 1,498 | 2,996 | 5,992 | 12/31/2025 | | | 01/01/2024 | 1,120 | 2,239 | 4,478 | 12/31/2026 |

  67. Stock Vested in 2024

    Stock Vested in 2024

  68. Stock Vested in 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | Joseph A. Cutillo | 136,581 | $16,768,512 | | Ronald A. Ballschmiede | 38,603 | 4,731,361 | | Sharon Villaverde | 570 | 96,017 | | Daniel P. Govin | 975 | 164,239 | | Mark D. Wolf | 14,316 | 1,750,523 |

  69. Stock Vested in 2024

    (1)The value realized on vesting of 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.

  70. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  71. Potential Payments Upon Termination or Change of Control as of December 31, 2024

    Potential Payments Upon Termination or Change of Control as of December 31, 2024

  72. Potential Payments Upon Termination or Change of Control as of December 31, 2024

    | 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 | $— | $4,355,949 | $43,994,929 | $— | $48,350,878 | | Termination without Cause or with Good Reason | 3,069,889 | 4,355,949 | 43,994,929 | 50,000 | 51,470,767 | | Change of Control | — | 4,355,949 | 50,732,929 | — | 55,088,878 | | Qualifying Termination i/c/w Change of Control | 6,519,889 | — | — | — | 6,519,889 | | Ronald A. Ballschmiede | | | | | | | Death, Disability or Retirement | — | 1,210,987 | 4,626,816 | — | 5,837,803 | | Termination without Cause or with Good Reason | 662,108 | 1,210,987 | 4,626,816 | 25,000 | 6,524,911 | | Change of Control | — | 1,210,987 | 4,626,816 | — | 5,837,803 | | Qualifying Termination i/c/w Change of Control | 1,680,577 | — | — | — | 1,680,577 | | Sharon Villaverde | | | | | | | Death | — | 1,623,690 | 431,906 | — | 2,055,596 | | Disability or Retirement | — | 1,623,690 | 431,906 | — | 2,055,596 | | Termination without Cause or Good Reason | — | 1,623,690 | 431,906 | — | 2,055,596 | | Change of Control | — | — | — | — | — | | Qualifying Termination i/c/w Change of Control | — | 1,623,690 | 431,906 | — | 2,055,596 | | Daniel P. Govin | | | | | | | Death | — | 8,750,978 | 1,313,910 | — | 10,064,888 | | Disability or Retirement | — | 8,750,978 | 1,313,910 | — | 10,064,888 | | Termination without Cause or Good Reason | — | 8,750,978 | 1,313,910 | — | 10,064,888 | | Change of Control | — | — | — | — | — | | Qualifying Termination i/c/w Change of Control | — | 8,750,978 | 1,313,910 | — | 10,064,888 | | Mark D. Wolf | | | | | | | Death | — | 420,114 | 1,706,567 | — | 2,126,681 | | Disability or Retirement | — | 420,114 | 1,706,567 | — | 2,126,681 | | Termination without Cause or Good Reason | — | 420,114 | 1,706,567 | — | 2,126,681 | | Change of Control | — | — | — | — | — | | Qualifying Termination i/c/w Change of Control | — | 420,114 | 1,706,567 | — | 2,126,681 |

  73. Potential Payments Upon Termination or Change of Control as of December 31, 2024

    (1)The value of the RSUs that would have vested for each NEO is based on 168.45, the closing price of our common stock on December 31, 2024 and assumes all executives are eligible to retire. (2)Assumes PSUs vest at target level of performance for all PSUs except those subject to 2024 performance. The value of the PSUs that would have vested or been retained for each NEO is based on $168.45, the closing price of our common stock on December 31, 2024. 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 Amended Employment Agreement for Mr. Cutillo, 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.

  74. 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 2024, or annualized earnings for those employed less than one year, of each of our 3,000 employees (excluding the chief executive officer) as of December 31, 2024. The annual total compensation of our median employee for 2024 was $84,884. As disclosed in the Summary Compensation Table appearing on page 32, Mr. Cutillo’s annual total compensation for 2024 was $16,871,121, which includes the one-time PSU award made in connection with the execution of the Amended Executive Agreement. 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 199 to 1. If the one-time PSU award, which is not part of our normal executive compensation program, was removed from the calculation, the estimated ratio would have been 84 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.

  75. Pay Versus Performance

    Pay Versus Performance The following table shows the past five 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. The 2022 and 2023 Summary Compensation Table and Compensation Actually Paid values in the tables below have been updated to reflect Summary Compensation Table updates that were not captured in the final Pay Versus Performance disclosure and to correct a formula error in the 2023 change in value of prior equity awards vesting in 2023.

  76. 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) | | 2024 | 16,871,121 | 32,166,188 | 2,227,258 | 6,344,579 | 1,196 | 402 | 257.5 | 325 | 6.10 | | 2023 | 6,051,580 | 17,763,575 | 1,705,683 | 4,028,130 | 625 | 237 | 138.7 | 260 | 4.47 | | 2022 | 5,177,786 | 11,948,543 | 1,555,949 | 2,883,230 | 233 | 176 | 106.5 | 212 | 3.17 | | 2021 | 4,842,276 | 10,996,753 | 1,401,633 | 2,688,653 | 187 | 209 | 62.6 | 143 | 2.25 | | 2020 | 3,903,216 | 7,319,492 | 1,240,668 | 1,583,967 | 132 | 133 | 42.3 | 128 | 1.72 |

  77. Pay Versus Performance

    (1) For each year referenced in the table, Mr. Cutillo served as our CEO. Our other NEO’s for 2024 consisted of Messrs. Ballschmiede, Govin, and Wolf and Ms. Villaverde, our other NEOs for 2023, 2022 and 2021 consisted of Messrs. Ballschmiede and Wolf and 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:

  78. 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 ($) | Include Change in value of prior equity awards not vested during year ($) | | 2024 | CEO | 16,871,121 | (13,549,863) | 15,220,134 | 8,671,850 | — | 4,952,946 | | | Other NEOs | 2,227,258 | (716,765) | 3,463,189 | 914,127 | — | 456,770 | | 2023 | CEO | 6,051,580 | (3,000,019) | 8,042,430 | 4,150,788 | — | 2,518,796 | | | Other NEOs | 1,705,683 | (539,134) | 1,445,305 | 914,468 | — | 501,808 | | 2022 | CEO | 5,177,786 | (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 |

  79. Pay Versus Performance

    (3) TSR reflects the value of a $100 investment made on 12/31/2019, 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 2024, with minimal changes from the 2023 peer group to better reflect our increasing size and complexity. Peer group changes are captured in the table below. Cumulative TSR (from 12/31/2019-12/31/2024) for the peer group used in 2023 would have been $433. The table below provides a summary of the companies in the peer group by year:

  80. Pay Versus Performance

    | Company Name | Compensation Peer 2022 | Compensation Peer 2023 | Compensation Peer 2024 | | Ameresco, Inc. | | | ✓ | | Arcosa, Inc. | | | ✓ | | Astec Industries, | | | ✓ | | 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. | ✓ | | ✓ |

  81. 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 22. Specifically, •Our cumulative TSR has exceeded or is comparable with the peer group TSR during the past five 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 Adjusted EBITDA increased in each of the past five 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.