DEF 14A of Southland Holdings, Inc.
Filed Apr 23, 2026 · FY20250001104659-26-047738
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS Each director of the Board of Directors serves for a term of one year expiring at the Annual Meeting until his or her successor is elected and qualified or he or she resigns or until his or her death, retirement or removal. The Board currently consists of seven directors. The Board, upon the recommendation of our Nominating and Governance Committee, has nominated each of the seven director nominees for a new term. If elected, each nominee will serve as a director until the 2027 annual meeting of stockholders and until his or her successor is elected and qualified or he or she resigns or until his or her death, retirement or removal. Management knows of no reason why the nominees would be unable or unwilling to serve. The nominees have accepted the nomination and agreed to serve as a director if elected by the stockholders.
Director Nominees
Director Nominees Set forth below is the name, age and background of each director nominee, as well as the specific experiences, qualifications, attributes and skills that led our Board of Directors to conclude that these individuals should serve as directors of the Company at this time.
Frank Renda
Frank Renda Frank Renda is 49 years old and has served as President and Chief Executive Officer of the Company since the consummation of the merger agreement between Legato II and Southland Holdings LLC, a subsidiary of Southland, in February 2023 (“Business Combination”). Mr. Renda is responsible for identifying and establishing all necessary initiatives to achieve short-term and long-term corporate goals. He has nearly 30 years of experience across various disciplines within the construction industry and has spent the last 21 years as the CEO of Southland. He has combined his operational background, industry knowledge, and M&A expertise to grow the Southland family of companies with operations throughout North America. Mr. Renda earned his Bachelor of Business Administration degree from Texas Tech University.
Tim Winn
Tim Winn Tim Winn is 49 years old and has served as Executive Vice President and Chief Operating Officer of the Company since the consummation of the Business Combination. Mr. Winn has approximately 30 years of experience in technical infrastructure project execution during his tenure at Southland. Under his leadership, Southland, and its various subsidiaries, has completed some of the nation’s most complex bridge, marine, underground tunneling, structural and emergency infrastructure services for both public and private clients. Additionally, Mr. Winn has successfully integrated numerous strategic acquisitions to strengthen Southland’s operational capabilities. Mr. Winn earned his Bachelor of Business Administration degree in Finance and Economics from Texas Tech University.
Rudy Renda
Rudy Renda Rudy Renda is 48 years old and has served as Executive Vice President and Chief Operating Officer of the Company since the inception of Southland Holdings LLC and has served as a member of the Board since March 2025. Mr. Renda oversees water resource and bridge projects for Southland and has been instrumental in the company’s completion of some of the most complex projects in the United States. He combines nearly 30 years of construction experience at Southland, leading various components of contract administration and compliance, resource management, partnering strategies, customer relationships, and coordination across all subsidiaries of Southland. Mr. Renda earned his undergraduate degree from Texas Tech University.
Gregory Monahan
Gregory Monahan Gregory Monahan is 52 years old and has served as a member of the Board since November 2021. He is currently the CEO of Legato Merger Corp. III and has served in this capacity since February 2024. He is also the CEO of Legato Merger Corp. IV and has served in this capacity since January of 2026. Previously, he served as Legato Merger Corp. II’s Chief Executive Officer from November 2021 until the consummation of the Business Combination in February 2023. Mr. Monahan has served as a Senior Managing Director of Crescendo Partners, L.P., a New York-based investment firm, since 2005, the Portfolio Manager of Jamarant Capital, L.P., a private investment partnership, since January 2016 and the Chief Executive Officer of Legato Merger Corp. III since February 2023. Mr. Monahan previously co-founded Bind Network Solutions, a consulting firm formed in 1998 which was focused on network infrastructure and security. Mr. Monahan currently serves on the board of directors of Legato Merger Corp. III and Legato Merger Corp. IV. From December 2012 to August 2023, Mr. Monahan served on the board of directors of Absolute Software Corp, a provider of security and management for computer and ultra-portable devices. Mr. Monahan also served as a director of Primo Water Corporation, a leading pure-play water solutions provider from June 2008 to May 2023; BSM Technologies, a commercial fleet telematics provider from Jun 2016 to May 2019; COM DEV International, a designer and manufacturer of space hardware from April 2013 to April 2016; ENTREC Corporation, a crane and heavy haul transportation company from May 2015 to May 2016; SAExploration Holdings, a geophysical services company offering seismic data acquisition services to the oil and gas industry from June 2013 to July 2016; O’Charley’s Inc., a multi-concept restaurant company from March 2008 to April 2012; and Bridgewater Systems, a telecommunications software provider from May 2009 to August 2011. Mr. Monahan earned a Bachelor of Science degree in Mechanical Engineering at Union College and an MBA from Columbia Business School.
Izzy Martins
Izzy Martins Izzy Martins is 54 years old and has served as a member of the Board since the Business Combination. Ms. Martins has served as Chief Financial Officer of Symbotic Inc. since August 2025. Previously, Ms. Martins served as Executive Vice President and CFO of Avis Budget Group, Inc. (“Avis”) from January 2024 to June 2025 and as Executive Vice President of Avis from June 2020 to December 2023 after assuming the responsibilities associated with this role on an interim basis in January 2020. Ms. Martins held various strategic and financial roles with Avis, including Senior Vice President and Chief Financial Officer, Americas from May 2014 through December 2019, Senior Vice President and Acting Chief Accounting Officer from November 2010 through May 2014 and Vice President of Tax from August 2006 through November 2010. Ms. Martins was Director of Tax Planning and Mergers & Acquisitions of Cendant Corporation (as Avis was formerly known) from November 2004 through August 2006. Prior to joining Avis, Ms. Martins was associated with Deloitte & Touche LLP for seven years. Ms. Martins earned a Bachelor of Science degree in Accounting and a Juris Doctor from Seton Hall University.
Mario Ramirez
Mario Ramirez Mario Ramirez is 59 years old and has served as a member of the Board since the consummation of the Business Combination. Mr. Ramirez has also served as the Managing Director of Avalon Net Worth, an independent boutique investment bank focused on providing business advisory services to middle-market companies, since June 2018. Mr. Ramirez also serves as President of MRamirez Group, LLC, a consulting firm Mr. Ramirez founded in January 2017 focused on advising family offices, business development and public-private partnerships in collaboration with influential business leaders. Mr. Ramirez was previously with TIAA, a Fortune 100 financial services company from 1995 to 2016 where he served on the senior leadership team in the role of Managing Director of Executive Relations and Hispanic Markets. Mr. Ramirez also serves on the Sam M. Walton College of Business Dean’s Executive Advisory Board, the Garrison Financial Institute board of directors, and is a member of the Board of Trustees for Liberty Christian School. Mr. Ramirez serves as Vice Chairman of the Hispanic Leadership Alliance and Vice chairman of Fossil Rim Wild Life Center. Mr. Ramirez previously served on the Arkansas Business Hall of Fame Selection Committee, the Arkansas Executive Forum, and the Campaign Arkansas Steering Committee and chaired the Campaign Committee for Diverse Programs. In addition, Mr. Ramirez earned a BSBA in Finance degree in 1989 from the Sam M. Walton College at the University of Arkansas.
Tan Parker
Tan Parker Tan Parker is 54 years old and has served as a member of the Board since May 2025. Mr. Parker brings a distinguished combination of public service and private sector experience to Southland. Mr. Parker combines almost two decades of legislative service with extensive private-sector credentials. In the Texas Legislature, Senator Parker currently chairs the Senate Republican Caucus and previously served as Chair of the House Financial Services Committee. He has led legislative initiatives focused on AI, AI governance, cybersecurity, homeland security, and capital markets including leading the legislative efforts to develop the Texas Stock Exchange and support the new satellite NYSE and NASDAQ exchanges in Texas. Mr. Parker also has extensive executive experience across private equity and venture capital. He founded and serves as president of Applied Business Strategies, co-founded med-tech ventures MagnaSci Biotechnology Funds and Septum Solutions and chaired the Texas Industrial Development Corporation’s infrastructure investment fund. Mr. Parker began his career with Morgan Stanley Dean Witter and later served as a Regional Vice President at Computer Sciences Corporation. He now sits on the University of Dallas Board of Trustees. He holds a B.A. from the University of Dallas and an M.Sc. from the London School of Economics.
BOARD OF DIRECTORS RECOMMENDATION
BOARD OF DIRECTORS RECOMMENDATION The Board of Directors unanimously recommends a vote “FOR” the above-named nominees.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Frank Renda
Frank Renda Frank Renda has served as President and Chief Executive Officer of the Company since the consummation of the Business Combination. Mr. Renda is responsible for identifying and establishing all necessary initiatives to achieve short-term and long-term corporate goals. He has nearly 30 years of experience across various disciplines within the construction industry and has spent the last 21 years as the CEO of Southland. He has combined his operational background, industry knowledge, and M&A expertise to grow the Southland family of companies throughout North America. Mr. Renda earned his Bachelor of Business Administration degree from Texas Tech University.
Tim Winn
Tim Winn Tim Winn has served as Executive Vice President and Chief Operating Officer of the Company since the consummation of the Business Combination. Mr. Winn has approximately 30 years of experience in technical infrastructure project execution during his tenure at Southland. Under his leadership, Southland, and its various subsidiaries, has completed some of the nation’s most complex bridge, marine, underground tunneling, structural and emergency infrastructure services for both public and private clients. Additionally, Mr. Winn has successfully integrated numerous strategic acquisitions to strengthen Southland’s operational capabilities. Mr. Winn earned his Bachelor of Business Administration degree in Finance and Economics from Texas Tech University.
Rudy Renda
Rudy Renda Rudy Renda has served as Executive Vice President and Chief Operating Officer of the Company since the consummation of the Business Combination. Mr. Renda oversees water resource and bridge projects for Southland and has been instrumental in the company’s completion of some of the most complex projects in the United States. He combines nearly 30 years of construction experience at Southland, leading various components of contract administration and compliance, resource management, partnering strategies, customer relationships, and coordination across all subsidiaries of Southland. Mr. Renda earned his undergraduate degree from Texas Tech University.
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION Our Named Executive Officers (“NEOs”) for the fiscal year ended 2025 were Frank Renda, Tim Winn, Rudy Renda and Keith Bassano. The NEOs for the fiscal year ended 2024 were Frank Renda, Tim Winn, Rudy Renda and Cody Gallarda. Mr. Gallarda resigned effective as of March 28, 2025. The Compensation Committee establishes, reviews and approves the overall executive compensation philosophy and policies of the Company. Additionally, the Compensation Committee reviews and approves the Company’s goals and objectives relevant to the compensation of the CEO, including, but not limited to salary, bonus and all other forms of compensation for the CEO. The Compensation Committee also determines the compensation of all other NEOs, including, but not limited to salary, bonus and all other forms of compensation. The Compensation Committee has the authority to retain consultants to advise the Compensation Committee as it considers necessary. These compensation consultants report exclusively to the Compensation Committee, which has sole discretion to hire and fire the consultants and to approve their fees. The Compensation Committee retained the services of Meridian Compensation Partners, LLC (“Meridian”) in 2024. During that year, Meridian assisted the Compensation Committee with, among other things, analyzing and recommending the Company’s peer groups, reviewing and designing share-based compensation awards and benchmarking the compensation of NEOs and non-management directors. The Compensation Committee considered certain factors specified in SEC and NYSE American rules, including an evaluation of whether the adviser has a conflict of interest that would impair the independent execution of the adviser’s services to the Company, and concluded that the engagement of Meridian in 2024 did not give rise to any conflicts of interest. No compensation consultants were retained by the Compensation Committee in 2025. In his capacity as CTO and in accordance with the Engagement Letter, Mr. Campbell advises the Company on executive compensation matters.
Summary Compensation Table
Summary Compensation Table The following table sets forth information with respect to the compensation of Southland’s NEOs for the fiscal years ended December 31, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | All other compensation(3) | Total | | Frank S. Renda | 2025 | $750,000 | $— | $649,997 | $283,429 | $1,683,426 | | President and Chief Executive Officer | 2024 | $700,000 | $280,000 | $1,523,290 | $76,182 | $2,579,472 | | Tim Winn | 2025 | $500,000 | $— | $299,998 | $303,906 | $1,103,904 | | Co-Chief Operating Officer Executive Vice President | 2024 | $500,000 | $207,000 | $431,601 | $235,734 | $1,374,335 | | Rudy V. Renda | 2025 | $500,000 | $— | $299,998 | $256,141 | $1,056,139 | | Co-Chief Operating Officer and Executive Vice President | 2024 | $500,000 | $225,000 | $431,601 | $92,012 | $1,248,613 | | Keith Bassano(4) | 2025 | $325,596 | $175,000 | $355,000 | $65,150 | $920,746 | | Chief Financial Officer and Treasurer | 2024 | $— | $— | $— | $— | $— | | Cody Gallarda(5) | 2025 | $152,019 | $— | $— | $60,956 | $212,975 | | Chief Financial Officer, Executive Vice President and Treasurer | 2024 | $432,500 | $207,000 | $406,209 | $81,800 | $1,127,509 |
Summary Compensation Table
| (1) Represents a discretionary performance bonus. |
Summary Compensation Table
| (2) Amount represents the aggregate grant date fair value of the equity awards granted and is calculated in accordance with FASB ASC Topic 718. |
Summary Compensation Table
| (3) Represents personal guarantee fees, vehicle allowances, reimbursement of certain personal expenses and Southland contributions to 401(k)- Profit Sharing Plan. Frank Renda, Tim Winn and Rudy Renda receive an annual personal guarantee fee of $150,000. |
Summary Compensation Table
| (4) Mr. Bassano was appointed to serve as Chief Financial Officer and Treasurer, effective March 28, 2025. |
Summary Compensation Table
| (5) Mr. Gallarda resigned effective as of March 28, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information regarding outstanding equity awards related to RSUs held by our NEOs as of December 31, 2025:
Outstanding Equity Awards at 2025 Fiscal Year-End
| Named Executive Officer | Number of Shares or Units of Stock that Have Not Vested (#)(1) (2) (3) (4) | Market Value of Shares or Units of Stock that Have Not Vested ($)(5) | | Frank S. Renda | 283,279 | 940,486 | | Tim Winn | 110,987 | 368,477 | | Rudy V. Renda | 110,987 | 368,477 | | Keith Bassano | 91,768 | 304,670 | | Cody Gallarda | 29,564(6) | 98,152 |
Outstanding Equity Awards at 2025 Fiscal Year-End
(1)Includes 304,880 RSUs that vest over a three-year period. One third (1/3) of the RSUs vested on June 25, 2025, one third (1/3) of the RSUs vest on June 25, 2026 and the remaining RSUs vest on June 25, 2027. (2)Includes 4,546 RSUs that vested on February 28, 2026 and were settled for an equivalent number of shares of common stock on March 23, 2026. (3)Includes 388,592 RSUs that vest over a three-year period. One third (1/3) of the RSUs vest on June 13, 2026, one third (1/3) of the RSUs vest on June 13, 2027, and the remaining RSUs vest on June 13, 2028. (4)Includes 30,193 RSUs that vest over a three-year period. One third (1/3) of the RSUs vest on August 15, 2026, one third (1/3) of the RSUs vest on August 15, 2027, and the remaining RSUs vest on August 15, 2028. (5)Reflects the fair market value of a share as of December 31, 2025, which was determined based on the last reported closing price of our common stock on such date ($3.32) multiplied by the number of RSUs. (6)Upon Mr. Gallarda’s resignation, effective as of March 28, 2025, he forfeited his award of RSUs and the unvested RSUs were returned to the 2022 Equity Incentive Plan. The following table provides information regarding outstanding equity awards related to PSUs held by our NEOs as of December 31, 2025:
Outstanding Equity Awards at 2025 Fiscal Year-End
| Named Executive Officer | Number of Shares or Units of Stock that Have Not Vested (#)(1) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | | Frank S. Renda | 27,717 | 92,019 | | Tim Winn | 7,853 | 26,072 | | Rudy V. Renda | 7,853 | 26,072 | | Cody Gallarda | 7,391(3) | 24,538 |
Outstanding Equity Awards at 2025 Fiscal Year-End
(1)The amounts shown represent the number of shares of common stock that could be earned with respect to PSUs granted under the long-term incentive plan, which has a performance period ending December 31, 2024, 2025 and 2026. One-third of the PSUs are subject to vesting each fiscal year during the performance period, and the specific number of PSUs that vest will be based on performance during such fiscal year. The PSUs will vest, if at all, based on achievement of certain Adjusted EBITDA metrics as established by the Board for each fiscal year during the Performance Period. The NEOs may vest in between 0% and 150% of their awarded PSUs. For the years ended December 31, 2024 and 2025, we did not achieve the performance target criteria for 101,626 PSUs. As a result, these shares were returned to the Company’s 2022 Equity Incentive Plan. (2)Reflects the fair market value of a share as of December 31, 2025, which was determined based on the last reported closing price of our common stock on such date ($3.32) multiplied by the number of restricted stock units. (3)Upon Mr. Gallarda’s resignation, effective as of March 28, 2025, he forfeited his award of PSUs and the unvested PSUs were returned to the 2022 Equity Incentive Plan.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION During the year ended December 31, 2025, our non-employee directors received compensation for their service as directors. Mr. Frank Renda, Mr. Winn and Mr. Rudy Renda received no compensation for their service on our board and only received compensation for their service as officers of the Company. Our non-employee director compensation program consisted of an annualized retainer of $75,000 in cash for each non-employee director for January 2025 through May 2025. In June 2025, the Board approved changes to our non-employee director compensation program including: (i) increasing the annualized retainer to $120,000 for each non-employee director; and (ii) additional cash compensation of $10,000 to the Chair of the Audit Committee, $5,000 to the Chair of the Compensation Committee and $5,000 to the Chair of the Nominating and Governance Committee. Additionally, each non-employee director was granted 7,957 RSUs on June 13, 2025 that vested immediately on such date. The following table sets forth total compensation awarded to or earned by each of our non-employee directors during the fiscal year ended December 31, 2025:
DIRECTOR COMPENSATION
| Director | Fees Earned Or Paid In Cash(1) | Stock Awards(2) | Total | | Izzy Martins | $112,500 | $29,998 | $142,498 | | Greg Monahan | $97,500 | $29,998 | $127,498 | | Mario Ramirez | $105,000 | $29,998 | $134,998 | | Tan Parker | $61,250 | $29,998 | $91,248 | | Kyle Burtnett(3) | $42,500 | $— | $42,500 |
DIRECTOR COMPENSATION
| (1) In 2025, our non-employee director compensation program consisted of an annualized retainer of $120,000 in cash for each non-employee director. This totaled a cash retainer paid of $97,500. |
DIRECTOR COMPENSATION
| (2) On June 13, 2025, each non-employee director was granted 7,957 RSUs, which had a grant date fair value of $29,998, as determined in compliance with ASC 718, and vested immediately on such date. |
DIRECTOR COMPENSATION
| (3) Mr. Burtnett resigned from the Board on May 15, 2026. |
DIRECTOR COMPENSATION
In each subsequent year, the Compensation Committee will determine the non-employee director compensation.