DEF 14A of Cardinal Infrastructure Group Inc.
Filed Apr 24, 2026 · FY20250001193125-26-177393
Director and Nominee Biographies
Director and Nominee Biographies
Director and Nominee Biographies
| Jeremy Spivey Age: 49 Chairman and Chief Executive Officer | Mr. Spivey joined our Board in October 2025. Mr. Spivey founded Cardinal Civil Contracting LLC (“Cardinal NC”) in 2013 and has been a partner and the Chief Executive Officer of Cardinal NC since that time. Mr. Spivey has more than 30 years of civil construction experience specializing in all facets of land development and complex civil projects. Having begun his career as a part of a utility crew, Mr. Spivey worked his way through core aspects of the business. Mr. Spivey holds a Bachelor of Science in Construction Management with a minor in Business Administration from East Carolina University. Director Qualifications: Mr. Spivey’s business expertise, extensive industry experience, and daily insight into our business as our Chief Executive Officer qualify him to serve on our Board. |
Director and Nominee Biographies
| Richard M. Lee Age: 61 Director | Mr. Lee joined our Board in December 2025. From June 2022 to July 2025, Mr. Lee served on the board of directors of Opex Technologies, a managed services provider in the digital transformation space. As a seasoned entrepreneur, Mr. Lee has founded and exited three technology companies over the course of his 35-year career. In 2018, Mr. Lee founded Pureport, a software defined networking company, which was acquired by Digital Realty Trust in 2020, following which Mr. Lee retired but continues to serve as an advisor to certain companies such as Opex Technologies. Mr. Lee also founded Hosted Solutions, a data center operator, in 2001 and MPInet, an internet service provider, in 1996, both of which were subsequently acquired. Mr. Lee has received a number of accolades in his career, including five consecutive Triangle Business Journal Fast 50 awards, Triangle Business Leader’s “Impact Entrepreneur” in 2008, and the Ernst and Young Entrepreneur of the Year for Technology in 2009. Mr. Lee earned a bachelor of science degree in building sciences from Auburn University. Director Qualifications: Mr. Lee’s 35-year track record as a technology entrepreneur and operator, and his extensive experience as a business founder and leader in business acquisitions and private equity-backed growth ventures, qualify him to serve on our Board. |
Director and Nominee Biographies
| Austin J. Shanfelter Age: 68 Director | Mr. Shanfelter joined our Board in December of 2025. Since August 2023, Mr. Shanfelter has served as the chairman of the board of directors for Uniteck Global Services, a privately held nationwide fiber optic construction company. Mr. Shanfelter also has been a member of the board of directors of Orion Group Holdings, Inc. (NYSE: ORN) (“Orion”) since May 2007, where he assumed the role of the chairman of the board of directors in January 2021. During his tenure with Orion, Mr. Shanfelter has held various leadership positions including serving as Orion’s interim chief executive officer and chief financial officer from April to September 2022, chairman of the compensation committee from May 2007 to May 2018, and as interim chief operating officer from June 2018 to November 2018. He previously served as the president and chief executive officer of MasTec, Inc., the chairman of Global HR Research LLC, and a board member of Sabre Industries Inc. Mr. Shanfelter was also a member of the Power and Communications Contractors Association in 1991 and served as its president in 2007. Apart from his corporate accomplishments, Mr. Shanfelter is the chairman of Champions4Children, a non-profit organization supporting children in the Fort Myers, Florida area and serves on the board of governors of the National Wrestling Hall of Fame. With over 30 years of diverse business experience, Mr. Shanfelter’s governance proficiency is recognized by the National Association of Corporate Directors, designating him a Governance Fellow. Mr. Shanfelter earned a bachelor of science in health and physical education from Lock Haven University. Director Qualifications: Mr. Shanfelter’s experience in the telecommunication, power, and specialty construction industry since 1981 and his significant leadership experience qualify him to serve on our Board. |
Director and Nominee Biographies
| Richard B. Wimmer Age: 71 Director | Mr. Wimmer joined our Board in December 2025. From 2015 until May 2025, Mr. Wimmer served as the chief financial officer of Pike Corporation, one of the largest construction and engineering services companies for the electrical utilities and telecommunications industries in the United States. In addition, Mr. Wimmer currently serves on the board of directors of Reynolda House Museum of American Art, a non-profit organization, a role he’s held since July 2022. Mr. Wimmer also served on the board of directors of PMI Energy Corporation, a private energy corporation from September 2019 until September 2025. Prior to that, from 2010 to 2014, Mr. Wimmer served as executive vice president and chief financial officer of New Breed Logistics Company (“New Breed”). Prior to joining New Breed, Mr. Wimmer spent 34 years at Ernst & Young LLP, serving as Managing Partner for nine years, where he served both audit and advisory clients and developed a broad base of knowledge. Mr. Wimmer earned a bachelor of science in accounting at Virginia Polytechnic Institute and State University, and is a graduate of the Executive MBA Program of Northwestern University’s Kellogg School of |
Director and Nominee Biographies
| Management and the Harvard Business School Strategic Leadership Program. He is a Certified Public Accountant (inactive) and Certified Information Systems Auditor (inactive). Director Qualifications: Mr. Wimmer’s knowledge of accounting and finance and his diverse and extensive business experience in both public accounting and private industry qualify him to serve on our Board. |
Director and Nominee Biographies
| Anthony L. Wood, Jr. Age: 54 Director | Mr. Anthony Wood joined our Board in March 2026 in connection with the Company’s acquisition of ALGC in February 2026. Mr. Anthony Wood co-founded A.L. Grading Contractors, LLC (“ALGC”) in 1993 and has served as ALGC’s president since that time. Mr. Anthony Wood has more than 35 years of experience with site development, infrastructure construction, and real estate investment. Mr. Anthony Wood previously served as chairman of the board of Brookhaven Bank from its opening in 2007 until its merger with Georgia Commerce Bank (“GCB”) in 2014 and then served as an advisory board member for GCB until its sale in 2015 to Iberiabank. Director Qualifications: Mr. Anthony Wood’s business expertise, extensive industry experience, and strategic growth experience as President of ALGC qualify him to serve on our Board. |
Director and Nominee Biographies
| Ivy Zelman Age: 59 Director | Mrs. Zelman joined our Board in December 2025. Since July 2021, Mrs. Zelman has served as executive vice president of research and securities at WDIB, LLC dba Zelman & Associates, a Walker & Dunlop Company, a research and investment banking firm for housing and housing-related industries. Mrs. Zelman founded Zelman & Associates in 2007, which was acquired by Walker & Dunlop in 2021, resulting in the new joint venture entity, WDIB, LLC. Prior to founding Zelman & Associates, Mrs. Zelman served as a managing director at Credit Suisse First Boston from 1998 to 2007, where she focused on housing-related research. From 1990 to 1997, Mrs. Zelman was an equity research analyst at Salomon Brothers. Beginning in March 2021, Mrs. Zelman has served as a member of the board of directors of Park River Parent L.P., a portfolio company that holds two building product companies. From December 2021 through November 2022, Mrs. Zelman served as a director of Sculptor Acquisition Corp I. Mrs. Zelman earned a bachelor of science in finance from George Mason University. She has earned numerous institutional awards, including the Institutional Investors — America Research Team rankings that placed Mrs. Zelman and her team with eleven first place rankings. Director Qualifications: Mrs. Zelman’s experience covering housing and housing-related industries and her extensive business expertise qualify her to serve on our Board. |
Board of Directors
Board of Directors Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Our Board may establish other committees as it deems necessary or appropriate from time to time. The composition and responsibilities of each of the committees are described below. Members serve on these committees until their resignation or until otherwise determined by our Board. Each committee has a written charter that satisfies the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and the listing standards of the Nasdaq Stock Market, all of which are posted on our website at www.cardinalinfrastructuregroup.com.
Board of Directors
| Director | Audit Committee | Compensation Committee | Nominating & Corporate Governance Committee | | Richard M. Lee | ☑ | | ☑ Chair | | Austin J. Shanfelter | | ☑ Chair | ☑ | | Richard B. Wimmer | ☑ Chair | ☑ | ☑ | | Ivy Zelman | ☑ | ☑ | | | Meetings Held in 2025 | 0 | 0 | 0 |
Indemnification of Directors and Executive Officers
Indemnification of Directors and Executive Officers We have entered into agreements to indemnify our directors and certain of our officers in addition to the right to indemnification provided to such persons in our certificate of incorporation and bylaws. These agreements will, among other things, require us to indemnify these individuals to the fullest extent permitted under Delaware law, including for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by such person in any action or proceeding, on account of services by any such person as a director or officer of our Company or any of our subsidiaries.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The table below shows all compensation paid or awarded to each individual who served as a non-employee member of the Board during 2025 for their services as directors in 2025. Because our IPO closed on December 9, 2025, the compensation shown reflects the initial grants made to our non-employee directors in connection with the IPO.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)¹ | Total ($) | | Richard M. Lee | —— | 136,227 | 136,227 | | Austin J. Shanfelter | —— | 136,227 | 136,227 | | Richard B. Wimmer | —— | 141,225 | 141,225 | | Ivy Zelman | —— | 128,730 | 128,730 |
DIRECTOR COMPENSATION
(1) The amounts reported represent the aggregate grant date fair value of the restricted stock units (“RSUs”) awarded to the non-employee directors in connection with the Company’s IPO including an amount of RSUs granted in lieu of a portion of the annual fee otherwise payable to the non-employee directors for their service as directors during the quarter in which our IPO closed, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation—Stock Compensation.” Such grant date fair values do not take into account any estimated forfeitures. The amounts reported do not correspond to the actual economic value received by the non-employee directors or that may be received upon the sale of the underlying shares. (2) The aggregate number of unvested RSUs outstanding for each non-employee director as of December 31, 2025 was as follows: Mr. Lee - 5,595, Mr. Shanfelter - 5,595, Mr. Wimmer - 5,833 and Mrs. Zelman - 5,238.
Non-Employee Director Compensation Program
Non-Employee Director Compensation Program Under our Non-Employee Director Compensation Policy, each non-employee director receives an annual cash retainer of $75,000 (pro-rated for any newly appointed non-employee directors) and an annual RSU grant under the Company’s 2025 Stock Incentive Plan (the “2025 Plan”) with a grant date fair market value of $100,000. In addition, the chairperson of each committee receives an additional annual RSU grant with a grant date fair market value of $12,500 (pro-rated for any newly appointed chairperson), and each other committee member receives an additional annual RSU grant with a grant date fair market value of $5,000 per year (pro-rated for any newly appointed committee members). For the fiscal quarter in which our IPO closed, each non-employee director received one-quarter of the annual fee, or $18,750, in the form of RSUs granted following the IPO that vested on December 31, 2025. The annual RSU awards will generally be granted on the date of the Company’s annual meeting of stockholders and will vest in full on the earlier of (i) the date of the next annual meeting of the Company’s stockholders following the date of grant (so long as such next annual meeting is at least 50 weeks after the immediately preceding year’s annual meeting) and (ii) the first anniversary of the date of grant, with any pro-rated awards granted to new directors vesting on the one-year anniversary of the Company’s last annual meeting of stockholders, provided the non-employee director continues to serve as a director through such date. Each non-employee director may elect to receive the cash portion of their annual retainer (but not less than the entire cash portion of their annual retainer) in the form of RSUs to be granted on the first day of the fiscal year, vesting in equal installments on the last day of each fiscal quarter. We also reimburse our non-employee directors for reasonable, customary and documented travel expenses incurred in attending Board and committee meetings.
Policies and Practices Related to Equity Grants
Policies and Practices Related to Equity Grants The Company does not have any formal policy that requires the Company to grant, or avoid granting, equity-based compensation to executive officers at certain times. The Compensation Committee does not intend to grant equity awards in anticipation of the release of material nonpublic information, and does not time the disclosure of material nonpublic information for the purpose of affecting the value of equity-based compensation, and the timing of any equity grants to directors or executive officers will generally be tied to the event giving rise to the award (such as an executive officer’s commencement of employment).
2025 Summary Compensation Table
2025 Summary Compensation Table The following table presents the compensation awarded to, earned by or paid to each of our NEOs for the years ended December 31, 2025 and 2024.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Jeremy Spivey Chairman and Chief Executive Officer | 2025 | 450,000 | —— | —— | —— | —— | 450,000 | | | 2024 | 130,000 | —— | —— | —— | —— | 130,000 | | Erik West Chief Operating Officer, Cardinal Civil Contracting | 2025 | 400,000 | —— | —— | —— | —— | 400,000 | | | 2024 | 130,000 | —— | —— | —— | —— | 130,000 | | Mike Rowe Chief Financial Officer | 2025 | 360,000 | —— | —— | —— | —— | 360,000 | | | 2024 | 120,000 | —— | —— | —— | —— | 120,000 |
2025 Summary Compensation Table
(1) The amounts reported for Messrs. Spivey and West represent their receipt of a guaranteed payment instead of salary in connection with their status as a partner in Cardinal NC and the amount reported for Mr. Rowe represents a consulting fee for his service as Chief Financial Officer. In addition to the amounts reported in the Summary Compensation Table, our named executive officers also received pro rata distributions of cash as a result of their ownership of limited liability company membership interests in Cardinal NC during 2025 and 2024.
2025 Outstanding Equity Awards at Fiscal Year-End
2025 Outstanding Equity Awards at Fiscal Year-End As of December 31, 2025, none of our NEOs held any unexercised options or any other outstanding equity incentive awards that had not vested.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Upon a termination of the named executive officer’s employment without “cause” or by the named executive officer for “good reason,” each NEO is entitled to severance pay equal to (i) the greater of 1.5 times his annual base salary and his annual base salary for the remainder of the initial three-year term, if the termination occurs during the initial term, or (ii) 1.0 times his annual base salary, if the termination occurs after the initial term, subject to the NEO’s execution and non-revocation of a general release of claims. Each employment agreement includes restrictive covenants, including customary confidentiality, non-competition, non-solicitation and non-disparagement provisions with a 12-month post-employment period.