DEF 14A of TIC Solutions, Inc., May 21, 2026

DEF 14A of TIC Solutions, Inc.

Filed May 21, 2026 · FY20250001213900-26-060056

Open on EDGAR

  1. VOTING METHODS

    | Proxy Summary | 1 | | Corporate Governance | 3 | | Director Compensation | 8 | | PROPOSAL NO. 1 ELECTION OF DIRECTORS | 10 | | Executive Officers | 14 | | Compensation Discussion and Analysis | 15 | | Executive Compensation | 22 | | Compensation Committee Report | 29 | | Security Ownership | 30 | | CEO Pay Ratio | 33 | | PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026 FISCAL YEAR | 34 | | Audit Committee Report | 36 | | Other Matters | 37 | | Questions and Answers | 39 |

  2. Board of Directors

    Board of Directors We believe all of our directors bring to our Board of Directors, or the Board, a wealth of experiences derived from their service in executive, director and managerial roles. Background information about our directors can be found beginning on page 10 of this proxy statement.

  3. Board of Directors

    | Name & Principal Occupation | Age | Director Since | Independent | Committee Memberships | | Robert A. E. Franklin Executive Chairman of the Board | 34 | 2023 | | None | | Sir Martin E. Franklin Co-Chairman of the Board | 61 | 2022 | | None | | Antoinette C. Bush Independent Director | 69 | 2024 | | Compensation Nominating and Corporate Governance | | Rory Cullinan Lead Independent Director | 66 | 2023 | | Audit (Chair) | | Elizabeth Meloy Hepding Independent Director | 48 | 2024 | | Audit Nominating and Corporate Governance | | Benjamin Heraud Chief Executive Officer and Director | 44 | 2025 | | None | | Peter A. Hochfelder Independent Director | 64 | 2024 | | Audit Compensation (Chair) | | James E. Lillie Independent Director | 64 | 2024 | | Compensation Nominating and Corporate Governance (Chair) | | Talman B. Pizzey Former Chief Executive Officer and Director | 61 | 2024 | | None | | Byron Roth Independent Director | 63 | 2025 | | None | | Dickerson Wright Independent Director | 79 | 2025 | | None |

  4. Director Compensation

    Director Compensation

  5. 2025 Director Compensation Table

    2025 Director Compensation Table The table below sets forth the non-employee director compensation for the year ended December 31, 2025.

  6. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | Total ($) | | Robert A.E. Franklin(1) | — | — | — | | Sir Martin E. Franklin(1) | — | — | — | | Antoinette C. Bush(4) | 55,000 | 100,000 | 155,000 | | Rory Cullinan(5) | 77,500 | 100,000 | 177,500 | | Elizabeth Meloy Hepding(6) | 55,000 | 100,000 | 155,000 | | Peter A. Hochfelder(7) | 60,000 | 100,000 | 160,000 | | James E. Lillie(8) | 60,000 | 100,000 | 160,000 | | Byron Roth(9) | 20,548 | 100,000 | 120,548 | | Dickerson Wright(9) | 20,548 | 100,000 | 120,548 |

  7. 2025 Director Compensation Table

    (1) Sir Martin and Mr. Franklin did not receive a fee in connection with their service as non-executive directors. (2) Represents the aggregate grant date fair values of restricted stock units granted during 2025, computed in accordance with FASB ASC Topic 718, Stock Compensation. For a discussion of valuation assumptions used in calculating the amounts in 2025, see “Note 17. Share-Based Compensation” of the notes to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (3) The following table sets forth the aggregate number of restricted stock units outstanding, as of December 31, 2025, for each of our independent directors.

  8. 2025 Director Compensation Table

    | Name | Restricted Stock Units | Unexercised Stock Options | | Antoinette C. Bush | 9,017 | | | Rory Cullinan | 9,017 | 50,000 | | Elizabeth Meloy Hepding | 9,017 | | | Peter A. Hochfelder | 9,017 | | | James E. Lillie | 9,017 | | | Byron Roth | 9,524 | | | Dickerson Wright | 9,524 | |

  9. 2025 Director Compensation Table

    (4) Includes an additional cash fee for service as a member of the Compensation Committee and the Nominating and Corporate Governance Committee. (5) Includes an additional cash fee for service as our lead independent director and as chair of the Audit Committee. (6) Includes an additional cash fee for service as a member of the Audit Committee and the Nominating and Corporate Governance Committee. (7) Includes an additional cash fee for service as chair of the Compensation Committee and as a member of the Audit Committee. (8) Includes an additional cash fee for service as chair of the Nominating and Corporate Governance Committee and as a member of the Compensation Committee. (9) Represents the pro-rated cash fee received for services as an independent director beginning on August 4, 2025.

  10. 2025 Director Compensation Table

    | PROPOSAL NO. 1 ELECTION OF DIRECTORS | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE BELOW DIRECTOR NOMINEES |

  11. 2025 Director Compensation Table

    Under our bylaws, directors are elected for a one-year term expiring at the next annual meeting of stockholders. Upon the recommendation of the Nominating and Corporate Governance Committee, our Board has nominated Robert A. E. Franklin, Sir Martin E. Franklin, Antoinette C. Bush, Rory Cullinan, Elizabeth Meloy Hepding, Benjamin Heraud, Peter Hochfelder, James E. Lillie, Talman Pizzey, Byron Roth, and Dickerson Wright for re-election, each for a one-year term that will expire at the 2027 Annual Meeting of Stockholders. Each of our directors consented to serve if elected. Our bylaws provide that directors are elected by a majority of the votes cast with respect to the nominee for election to the Board at any meeting of stockholders at which directors are to be elected and a quorum is present, except in the case of a contested election. As set forth in our bylaws, “a majority of the votes cast” means that the number of shares voted “for” a nominee for election to the Board exceeds the votes cast “against” such nominee and shall not include abstentions. In the event of a contested election, in accordance with our bylaws, directors are elected by a plurality of the votes cast. We believe that each of our directors possesses the experience, skills and qualities to fully perform his or her duties as a director and contribute to our success. Our directors were nominated because we believe each is of high ethical character, highly accomplished in his or her field with superior credentials and recognition, has a reputation, both personal and professional, that is consistent with our image and reputation, has the ability to exercise sound business judgment, and is able to dedicate sufficient time to fulfilling his or her obligations as a director. Our directors as a group complement each other and each of their respective experiences, skills and qualities so that collectively the Board operates in an effective, collegial and responsive manner. Each director’s principal occupation and other pertinent information about particular experience, qualifications, attributes and skills that led the Board to conclude that such person should serve as a director, appears on the following pages.

  12. 2025 Director Compensation Table

    | Robert A. E. Franklin Executive Chairman AGE: 34 DIRECTOR SINCE: 2023 | BACKGROUND: Robert A. E. Franklin has served as one of our directors since May 2023 and Co-Chairman since July 2024 (including as Executive Chairman since August 2025). Mr. Franklin currently serves on the Board of Sweet Oak Parent, LLC, a diversified platform for consumable products, including Royal Oak Enterprises, LLC and Whole Earth Brands, Inc. He also currently serves as Chairman of Triton Long-Term Investments LLC and was a director of Double Diamond Distillery LLC from June 2017 to December 2021. Mr. Franklin has been actively involved in prior acquisition vehicles, including Nomad Holdings Limited (the vehicle that became Nomad Foods Limited) and J2 Acquisition Limited (the vehicle that became APi Group Corporation). Prior to joining Mariposa Capital, LLC as a partner in November 2016, Mr. Franklin previously served as an investment associate at TOMS Capital, a New York-based family office, from September 2014 to September 2016 and an investment banking analyst at Barclays Capital, focusing on technology, media and telecommunications from June 2013 to August 2014. Mr. Franklin is the son of the Co-Chairman of the Board, Sir Martin E. Franklin. Skills & Qualifications: We believe Mr. Franklin’s qualifications to serve on our Board of Directors include his investment experience and his prior board experience. |

  13. 2025 Director Compensation Table

    | Sir Martin E. Franklin Co-Chairman AGE: 61 DIRECTOR SINCE: 2022 | BACKGROUND: Sir Martin is one of our co-founders and has served as a director since our inception in December 2022 and Co-Chairman since July 2024. Sir Martin is the founder and CEO of Mariposa Capital, LLC, a Miami-based private investment office focused on long-term value creation across various industries, and Chairman and controlling shareholder of Sweet Oak Parent, LLC, a diversified platform for consumable products, including Royal Oak Enterprises, LLC and Whole Earth Brands, Inc. Sir Martin is also the Co-founder and Co-Chairman of Nomad Foods Limited, the Founder, the co-Chairman of APi Group Corporation and former Executive Chairman of Element Solutions Inc.. He previously served as a director of Restaurant Brands International, Inc. from 2014 to 2019. Sir Martin was the co-founder and Chairman of Jarden Corporation (“Jarden”) from 2001 until April 2016 when Jarden merged with Newell Brands Inc (“Newell”) serving also as its CEO from 2001 to 2011 and its Executive Chairman from 2011 to 2016. Prior to co-founding Jarden in 2001, Sir Martin served as the Chairman and/or Chief Executive Officer of three public companies between 1992 to 2000: Benson Eyecare Corporation, Lumen Technologies, Inc., and Bollé Inc. Sir Martin is the father of the Executive Chairman of the Board, Robert A.E. Franklin. Skills & Qualifications: We believe Sir Martin’s qualifications to serve on our Board of Directors include his leadership, extensive experience as a member of other corporate boards and his knowledge of public companies. |

  14. 2025 Director Compensation Table

    | Antoinette C. Bush Independent Director AGE: 69 DIRECTOR SINCE: 2024 COMMITTEES: Compensation, Nominating and Corporate Governance | BACKGROUND: Antoinette C. Bush has served as one of our directors since July 2024. Ms. Bush served as a Senior Advisor to News Corp from 2022 to 2023 and, from 2013 to 2022, Ms. Bush served as the Executive Vice President and Global Head of Government Affairs for News Corp. Prior to joining News Corp, Ms. Bush was a partner at Skadden, Arps, Slate, Meagher, & Flom LLP heading the firm’s Communications Law Practice Group. Ms. Bush’s experience includes serving as Executive Vice President of Northpoint Technology Ltd, where she led legal and regulatory strategy, and as Senior Counsel to the Communications Subcommittee of the U.S. Senate Committee on Commerce, Science, and Transportation. In the non-profit arena, Ms. Bush serves on a number of boards, including as the current chair of the board of directors of The HistoryMakers, a Regent for the Smithsonian Institution and the Board of Children’s National Hospital. Ms. Bush also serves on the board of directors of Ares Management Corporation and Ubicquia, Inc. Previous board service includes Radius Global Infrastructure, Inc. (f/k/a Digital Landscape Group, Inc.) and CNA Financial. Skills & Qualifications: We believe Ms. Bush’s qualifications to serve on our Board of Directors include her board experience and her legal experience. |

  15. 2025 Director Compensation Table

    | Rory Cullinan Independent Director AGE: 66 DIRECTOR SINCE: 2023 COMMITTEES: Audit (chair) | BACKGROUND: Rory Cullinan has served as one of our directors since May 2023 and Lead Independent Director since July 2024. Mr. Cullinan currently serves on the board of directors of Cervecera CCU Chile Limitada and Embotelladoras Chilenas Unidas S.A. and on the advisory board of Delancey Real Estate Asset Management Limited, to which he was appointed in 2007. From September 2017 to October 2019, Mr. Cullinan also served on the board of J2 Acquisition Limited (the vehicle that became APi Group Corporation). From August 2009 until March 2015, Mr. Cullinan was an executive officer of various companies within the Royal Bank of Scotland Group, during which time he was Chief Executive Officer of both the Non-Core Division and Asset Protection Scheme and the Capital Resolution Group, and subsequently Executive Chairman of the Corporate and Institutional Banking (“CIB”) and Capital Resolution Group. Whilst Executive Chairman of the CIB and Capital Resolution Group, Mr. Cullinan led the $3 billion IPO of Citizens Financial Group, Inc. From August 2007 until 2009, Mr. Cullinan was a board member of the Renaissance Group, during which the Renaissance Group established the then largest private equity fund in Russia for $600 million. Mr. Cullinan has previously served as an executive director of the Royal Bank of Scotland Group plc from 2001 until 2005. He was the Head of Financial Services at Permira Advisors LLC from 2005 until 2006. Skills & Qualifications: We believe Mr. Cullinan’s qualifications to serve on our Board of Directors include his executive and board experience. |

  16. 2025 Director Compensation Table

    | Elizabeth Meloy Hepding Independent Director AGE: 48 DIRECTOR SINCE: 2024 COMMITTEES: Audit, Nominating and Corporate Governance | BACKGROUND: Elizabeth Meloy Hepding has served as one of our directors since July 2024 and has served as the senior vice president of strategy and corporate development at Ingersoll Rand Inc. (NYSE: IR) since July 2021. Prior to that, Ms. Hepding served as vice president, corporate development at PurposeBuilt Brands, Inc. from September 2019 to July 2021. Prior to joining PurposeBuilt Brands, Ms. Hepding was senior vice president, strategy and corporate development at Essendant Inc. from August 2016 until April 2019 and served in various senior roles at Essendant Inc. from April 2013. Ms. Hepding began her career in investment banking, spending more than a decade in the industry, primarily at UBS Investment Bank where she held roles of increasing responsibility. Skills & Qualifications: We believe Ms. Hepding’s qualifications to serve on our Board of Directors include her finance background and experience in corporate strategy. |

  17. 2025 Director Compensation Table

    | Benjamin Heraud Chief Executive Officer and Director AGE: 44 DIRECTOR SINCE: 2025 | BACKGROUND: Benjamin Heraud is our Chief Executive Officer and has served as one of our directors since August 2025. Mr. Heraud previously served as our President and Chief Operating Officer from August 2025 until March 2026. Prior to joining TIC Solutions, Mr. Heraud was Chief Executive Officer of NV5 Global, Inc. (“NV5”) from January 2025 until its acquisition by us in August 2025. From March 2024 until January 2025, Mr. Heraud served as the Co-Chief Executive Officer of NV5, and prior to that he served as Chief Operating Officer for NV5 since May 2017 when he joined NV5 through the acquisition of Energenz. Mr. Heraud co-founded Energenz in Hong Kong in November 2009 and was the Chief Executive Officer from 2013 through to its acquisition by NV5 in 2017. Skills & Qualifications: We believe Mr. Heraud’s qualifications to serve on our Board of Directors include his more than 20 years of technical experience in the field of energy management consulting, building systems commissioning, analytics and design oversight |

  18. 2025 Director Compensation Table

    | Peter A. Hochfelder Independent Director AGE: 64 DIRECTOR SINCE: 2024 COMMITTEES: Audit Compensation (chair) | BACKGROUND: Peter A. Hochfelder has served as one of our directors since July 2024. Mr. Hochfelder also currently acts as a private investor in various industries. Mr. Hochfelder was a co-founder and Managing Member of Brahman Management, L.L.C., a New York City based private investment partnership, until his retirement in 2016. Previously, Mr. Hochfelder served on the board of Jarden Corporation, a consumer products company, from 2015 to 2016. Mr. Hochfelder is also involved in and committed to many philanthropic organizations, including serving on the Board of Directors of HELP USA, Brothers for Life and Community-Police Relations Foundation. Skills & Qualifications: We believe Mr. Hochfelder’s qualifications to serve on our Board of Directors include his investment and board experience. |

  19. 2025 Director Compensation Table

    | James E. Lillie Independent Director AGE: 64 DIRECTOR SINCE: 2024 COMMITTEES: Compensation Nominating and Corporate Governance (chair) | BACKGROUND: James E. Lillie has served as one of our directors since July 2024. Mr. Lillie has also served as a director of APi Group Corporation since September 2017 and as Co-Chair since October 2019. Previously, he served as Jarden’s Chief Executive Officer from June 2011 until Jarden’s business combination with Newell in 2016. From 2003 to 2011, Mr. Lillie served as Jarden’s Chief Operating Officer and President (from 2004). From 2000 to 2003, Mr. Lillie served as Executive Vice President of Operations at Moore Corporation, Limited. From 1999 to 2000, Mr. Lillie served as Executive Vice President of Operations at Walter Industries, Inc., a Kohlberg, Kravis, Roberts & Company (“KKR”) portfolio company. From 1990 to 1999, Mr. Lillie held a succession of senior level management positions across a variety of disciplines including human resources, manufacturing, finance and operations at World Color, Inc., another KKR portfolio company. Since June 2015, Mr. Lillie has served on the board of directors of Nomad Foods Limited and served on the board of directors of Tiffany & Co. from February 2017 until January 2021. Skills & Qualifications: We believe Mr. Lillie’s qualifications to serve on our Board of Directors include his operational experience and board experience. |

  20. 2025 Director Compensation Table

    | Talman Pizzey Director AGE: 61 DIRECTOR SINCE: 2024 | BACKGROUND: Talman B. Pizzey has served as one of our directors since July 2024 following the Acuren Acquisition. Mr. Pizzey also served as our President and Chief Executive Officer from July 2024 until March 2026 and Chief Executive Officer of ASP Acuren and its affiliated companies from December 2019 until March 2026. Prior to his tenure as Chief Executive Officer, Mr. Pizzey was the Chief Operating Officer for ASP Acuren’s Canadian businesses since 2005, holding various positions at the company and its predecessors since 2005. Skills & Qualifications: We believe Mr. Pizzey’s qualifications to serve on our Board of Directors include his leadership skills and his experience in the safety and compliance industry |

  21. 2025 Director Compensation Table

    | Byron Roth Independent Director AGE: 63 DIRECTOR SINCE: 2025 | BACKGROUND: Byron Roth has served as one of our directors since August 2025, following TIC Solutions’ acquisition of NV5 Global, Inc. Byron is the Executive Chairman of Roth Capital Partners, LLC, a full service investment bank, which he has led since 1992. Mr. Roth co-founded three private investment firms: Rx3 Ventures LP, a fund focused on consumer growth investments, RIVI Capital LLC, with investments in the precious metals mining sector, and Aceras Life Sciences LLC, which provides capital to companies for the development of novel medical innovations. He also co-founded two asset management firms: Cortina Asset Management, acquired by Silvercrest Asset Management (NASDAQ: SAMG), and EAM Investors LLC. Skills & Qualifications: We believe Mr. Roth’s qualifications to serve on our Board of Directors include his broad industry perspective regarding finance, governance and oversight. |

  22. 2025 Director Compensation Table

    | Dickerson Wright Independent Director AGE: 79 DIRECTOR SINCE: 2025 | BACKGROUND: Dickerson Wright has served as one of our directors since August 2025. Mr. Wright was previously the Executive Chairman of the Board of Directors of NV5 from March 2024 until its acquisition by TIC Solutions in August 2025. From January 2015 until March 2024, Mr. Wright served as the Chief Executive Officer and Chairman of the Board of NV5. From NV5’s inception in September 2011 until January 2015, he served as its President. Skills & Qualifications: We believe Mr. Wright’s qualifications to serve on our Board of Directors include his more than 45 years of uninterrupted experience in managing and developing engineering companies. |

  23. Compensation Governance Practices

    Compensation Governance Practices Our executive compensation governance practices are intended to support the needs of the business, drive performance, and ensure management alignment with the short- and long-term interests of our stockholders. Selected key policies embedded in our executive compensation program are set forth below: • pay for performance with a substantial majority of pay dependent on performance; • use multi-year vesting terms for annual executive officer equity awards; • balance short and long-term incentives; • engage an independent compensation consultant; • benchmark compensation to peer and market data during compensation decision-making process; • provide limited excessive perquisites to executives; • prohibit liberal share recycling; and • prohibit hedging or short sales of the Company’s stock.

  24. Review of the Compensation Committee

    Review of the Compensation Committee Our Board has adopted a written Compensation Committee Charter that governs the responsibilities of our Compensation Committee. The Compensation Committee is responsible for, among other things: • the design, implementation and administration of short- and long-term compensation (including benefits and awards under our 2024 Equity Incentive Plan (the “Equity Incentive Plan”)) for directors and executive officers; • reviewing and approving corporate goals and objectives with respect to compensation for the CEO, evaluating the CEO’s performance and recommending to the Board the CEO’s compensation based on such evaluation; and • determining compensation for non-CEO Company executive officers. When making compensation decisions, the Compensation Committee analyzes data relating to our peer group (as identified below in “Peer Group and Market Benchmarking”) and considers the dynamics of operating in the Testing, Inspection, Certification and Compliance (TICC), engineering, and geospatial services industries, the importance of rewarding and retaining talented and experienced executives to continue to guide the Company, the alignment of our executive compensation program with stockholders’ interests and Company’s past-year performance and growth. In reviewing and determining executive compensation, the Compensation Committee also considers: compensation levels at peer group companies derived from compensation surveys provided by outside consultants; the achievement of specific pre-established financial goals; a subjective determination of the executives’ past performance and expected future contributions to the Company; and past equity awards granted to such executives. In connection with the 2025 executive compensation program design, the Compensation Committee received analyses, guidance and recommendations, including information on executive compensation market trends and practices of peer group companies, provided by Mercer and Aon. Mercer and Aon do not perform any other services for the Company other than consulting services provided to the Compensation Committee. The Compensation Committee has reviewed the independence of each of Mercer and Aon in light of SEC rules and NYSE requirements regarding compensation consultants and has concluded that the work for the Compensation Committee during 2025 did not raise any conflicts of interest.

  25. Peer Group and Market Benchmarking

    Peer Group and Market Benchmarking In connection with developing an executive compensation program for 2025, the Compensation Committee identified a representative peer group in the same or similar industries that the Compensation Committee believes is representative of the labor market from which we recruit talent. Factors used to select the peer group included industry, revenues, profitability, market capitalization, and a qualitative review of potential companies’ business fundamentals to ensure alignment with our Company. Several companies were identified whose business models more closely align with the Company, but which have a larger revenue base. The approach taken by the Compensation Committee in selecting the primary peer group excluded these larger companies from the market data review but included them as “reference peers” for the purpose of providing qualitative data about program design for the Compensation Committee’s reference. The primary peer group is composed of the following companies:

  26. Peer Group and Market Benchmarking

    | • DXP Enterprises | • NV5 Global* | | • Expro Group Holdings N.V. | • Matrix Service Company | | • Helix Energy Solutions Group | • Oil States International | | • Enpro | • Forum Energy Technologies | | • Archrock | • DMC Global | | • ESCO Technologies | • Onion Group Holdings | | • Columbus McKinnon | • Mistras Group | | • Team | • Enerpac Tool Group |

  27. Peer Group and Market Benchmarking

    * Prior to the NV5 Acquisition. The reference peer group is composed of the following companies: Oceaneering International, MYR Group, APi Group Corporation, and Jacobs Solutions. From time to time, the Compensation Committee will use other peer groups to evaluate and determine executive compensation. The Compensation Committee expects to continue to utilize outside compensation and benefits consultants from time to time to assist the Compensation Committee in designing executive pay, compensation design and other related matters. The information from any outside consultant regarding pay practices at peer companies will be used by the Compensation Committee as a resource in its deliberations regarding executive compensation and will be useful in determining the marketplace competitiveness as well as reasonableness and appropriateness of our executive compensation programs.

  28. Components of the Executive Compensation Program

    Components of the Executive Compensation Program Our Board approved executive employment agreements for Mr. Pizzey and Ms. Schultes and, on March 31, 2026, for Mr. Heraud (collectively, the “Employment Agreements”) which provide for a base salary, annual cash incentive award, annual time- and performance-based equity incentive awards (each, an “LTI Award”) and participation in our employee benefits plans. Ms. O’Brien has an employment agreement with NV5 Holdings, LLC, a subsidiary of the Company. Messrs. Tong and Conaway and Ms. Sutherland did not have employment agreements with the Company. The Company’s 2025 executive compensation program contained three primary components: Base Salary; Annual Short-Term Incentive Compensation, and Long-Term Incentive Compensation. The Compensation Committee believes that a combination of these components provides the NEOs with a competitive executive compensation package that serves to motivate and retain the executive while promoting the Company’s pay-for-performance philosophy. In the first quarter of 2025, the Compensation Committee approved, and the Company implemented, a 2025 executive compensation program. The 2025 executive compensation program was intended to attract and retain a high caliber of executive talent, align incentives with stockholder’s interests, and support the Company’s pay-for-performance philosophy. From time to time, the Compensation Committee also approves discretionary awards to executives in connection with their initial employment or for extraordinary performance, a significant contribution to the Company’s strategic objectives or other retention or business purposes. The following table summarizes the primary components of the 2025 executive compensation program:

  29. Components of the Executive Compensation Program

    | Component | Fixed or Variable | Component Goal(s) | Key Features and Considerations | | Base Salary | Fixed short-term cash | Attract and retain key talent | Peer group and market-based data; role; performance; pay equity; compensation history and executive potential | | Annual Cash Incentive Award | Variable short-term cash and equity | Attract and retain key talent Motivate and reward achievement of annual financial Company performance targets | Award amounts are established as a percentage of base salary based on role and responsibilities and retention objectives Awards generally determined and paid based on achievement of Company financial performance goals after conclusion of year | | Annual Long Term Incentive Awards | Variable long-term equity | Attract and retain key talent Motivate and reward achievement of Company financial performance targets supporting long-term strategic plan | Award amounts based on role and responsibility; pay equity; past performance/executive potential; and retention objectives/risks Awards are a blend of time-based and performance-based equity, with heavy reliance on long-term performance awards to balance retention and long-term performance goals | | Benefits and other Perquisites | Not applicable | Attract and retain key talent with appropriate health and welfare benefits | Participation in health, welfare and retirement benefit plans, generally on the same terms as all other full-time employees Limited additional benefits consistent with the competitive marketplace |

  30. Annual Cash Incentive Compensation

    Annual Cash Incentive Compensation 2025 Annual Cash Incentive for Messrs. Pizzey and Conaway and Mses. Schultes and Sutherland Opportunity. In 2025, Company executives had an opportunity to earn cash incentive compensation based on the achievement of annual performance goals that were based, in large part, on the annual budget process and approved by the Compensation Committee. The Compensation Committee annually reviews the appropriateness of the performance metrics, their correlation to the Company’s overall growth strategy and the impact of such performance metrics on long-term stockholder value, and, when it deems appropriate makes changes to the metrics. For 2025, Messrs. Pizzey and Conaway and Mses. Schultes and Sutherland were eligible for an annual cash incentive opportunity as outlined below.

  31. Annual Cash Incentive Compensation

    | Named Executive Officer | Target Annual Incentive as a Percentage of Salary | | Talman Pizzey | 100% | | Kristin Schultes | 100% | | Fiona Sutherland(1) | 50% | | Greg Conaway(2) | 40% |

  32. Annual Cash Incentive Compensation

    (1) Ms. Sutherland’s employment with the Company terminated on September 30, 2025 and, as such, she did not receive annual cash incentive compensation for 2025. (2) Mr. Conaway’s employment with the Company terminated on April 11, 2025, and as such, he did not receive annual cash incentive compensation for 2025. Performance Metric, Target and Payout. Payouts under the annual cash incentive portion of the executive compensation plan can range from 0% to 200% of target, with a threshold payout of 50% of target and a maximum payout of 200% of target based on achievement against the performance targets. If the performance target was achieved between the threshold level and target or between the target and maximum level, the amount of the annual cash incentive payment with respect to that performance goal is calculated on a linear basis from the threshold level or target level, as applicable. For 2025, the Compensation Committee determined that the annual cash incentive compensation paid to our NEOs would be based on performance against the consolidated Adjusted EBITDA of $186 million for which the executive would receive 100% of his or her target bonus. In the event 90% of the Adjusted EBITDA target was met, the executive would receive 50% of his or her target bonus and in the event the target was exceeded by 10% or more, the executive would receive a range of 150% to 200% of his or her target bonus. In March 2026, the compensation committee determined that the threshold amount was not met. Adjusted EBITDA is calculated based on earnings before interest, taxes, depreciation and amortization and excludes the impact of certain non-cash and non-recurring items. The Compensation Committee believes that our NEOs can impact Adjusted EBITDA and that it is one of the most important performance metrics used by investors, stockholders and creditors as an indicator of the performance of the Company’s business. In early 2026, the Compensation Committee evaluated the Company’s 2025 performance and determined that our 2025 consolidated Adjusted EBITDA was below the threshold and, as such, Mr. Pizzey and Ms. Schultes would not receive a payout under the 2025 annual incentive program. Notwithstanding the foregoing, the Compensation Committee, recognizing Ms. Schultes’ individual performance and contributions and the need to retain and incentivize Ms. Schultes, approved a one-time grant of 44,408 time-based restricted stock units that vest on September 16, 2027. Mr. Pizzey retired effective March 31, 2026, and did not receive a similar one-time grant. 2025 Annual Incentive for Messrs. Heraud and Tong and Ms. O’Brien Prior to the NV5 Acquisition, the compensation committee for NV5 eliminated annual cash bonuses for executive officers beginning in 2015 in favor of all incentive compensation being granted in the form of annual equity incentive awards of time-based restricted stock. As such, Mr. Heraud and Ms. O’Brien received 49,301 and 20,045 restricted stock units, respectively, based on NV5’s 2025 performance. Messrs. Heraud and Tong and Ms. O’Brien did not receive an annual cash incentive bonus for 2025. Going forward, Mr. Heraud and Ms. O’Brien will participate in our annual cash incentive program.

  33. Annual Long-Term Incentive Awards

    Annual Long-Term Incentive Awards Long-term incentive awards granted by the Compensation Committee are intended to align the financial interests of our executives with those of the stockholders of the Company. We believe that stockholders’ interests are best served by balancing the focus of executives’ decisions between short- and long-term measures. We also believe that providing our executives with opportunities to acquire significant stakes in the Company’s growth incentivizes and rewards executives for sound business decisions and high-performance team environments, while fostering the accomplishment of short- and long-term strategic objectives and improvement in stockholder value, all of which are essential to our ongoing success. We expect our executive officers and other key management personnel to be and remain stockholders in the Company. Long-term incentive awards are granted under (i) our 2024 Equity Incentive Plan, or the Plan, which was approved by our Board effective as of July 30, 2024 in connection with the closing of the Acuren Acquisition, or (ii) such other long-term incentive plans, programs and arrangements that are or may be established and modified from time to time by the Compensation Committee. Our NEOs are eligible to participate in the Plan and any other long-term incentive plan, program and/or arrangements applicable to senior-level executives as established and modified from time to time by the Compensation Committee, in its sole discretion. The 2025 executive compensation program adopted by the Compensation Committee includes the grant of long-term incentive awards under the Plan. The Compensation Committee believes that the structure of long-term incentive awards should correlate the value of any such award to the achievement by the Company of long-term and strategic objectives. As such, the Compensation Committee expects that a significant percentage of the amount of long-term incentive awards will be subject to the achievement of Company performance goals. Time-based awards are awarded as part of a balanced approach to encourage retention and ensure that the Company’s compensation programs do not encourage excessive risk-taking. Opportunity and Design. The Compensation Committee annually determines the value of each executive NEO’s long-term incentive award based on each officer’s role, responsibilities, performance and potential, market data and retention objectives. Pursuant to our executive compensation program, in April 2025, the Compensation Committee approved the grant of a mix of performance-based and time-based restricted stock units to the then named executive officers. The time-based restricted stock units represented 1/3 of the total target award amount and vest on the third anniversary of the grant date. The performance-based restricted stock units represented 2/3 of the total target award amount (assuming performance and vesting at target levels) and vest at threshold or target levels of 50% or 100%, respectively, if the applicable performance goal is met at the corresponding threshold or target level. In April 2025, the Compensation Committee approved the following target long-term incentive awards for our NEOs:

  34. Annual Long-Term Incentive Awards

    | Named Executive Officer | 2025 Time-Based Restricted Stock Units (#) | 2025 Performance-Based Restricted Stock Units (#) | 2025 Total Long-Term Incentive Award ($) | | Talman Pizzey | 73,333 | 146,667 | $2,021,800 | | Kristin Schultes | 30,000 | 60,000 | $827,100 | | Fiona Sutherland | 20,000 | 40,000 | $551,400 |

  35. Annual Long-Term Incentive Awards

    Effective September 30, 2025, Ms. Sutherland forfeited the above time-based and performance-based restricted stock units in connection with the termination of her employment with the Company. In addition, in connection with Mr. Pizzey’s retirement, effective March 31, 2026, (i) 73,333 time-based restricted stock units were accelerated and immediately vested, (ii) 73,333 of the performance-based restricted stock units remain outstanding and will continue to vest subject to the Company’s achievement of its 2026 adjusted EBITDA target and (iii) the remaining 73,334 performance-based restricted stock units were forfeited. In early 2026, the Compensation Committee approved an adjustment to increase the Adjusted EBITDA target for Ms. Schultes’ 2025 performance-based restricted stock units to account for the NV5 Acquisition. Mr. Conaway’s employment with the Company terminated prior to the Compensation Committee’s approval of the annual target long-term incentive awards. Performance Metric. For the 2025 long-term incentive award, the performance metric is a three-year cumulative adjusted EBITDA goal and the achievement of the goal will be determined by the Compensation Committee following the three-year performance period of January 1, 2025 through December 31, 2027. On August 4, 2025, in connection with his appointment to President and Chief Operating Officer of the Company, the Compensation Committee approved a grant of 35,715 time-based restricted stock units and 35,714 performance-based restricted stock units to Mr. Heraud. The time-based restricted stock units vest on September 30, 2028 and the performance-based stock units, to the extent earned, vest on September 30, 2026 based on NV5’s achievement of its full year 2025 adjusted EBITDA target. The performance criteria for Mr. Heraud’s performance-based restricted stock units was not met. Mr. Tong and Ms. O’Brien did not receive an equity grant during 2025.

  36. Transaction Bonus

    Transaction Bonus In August 2025, the Compensation Committee approved a one-time transaction bonus of 60,000 performance-based restricted stock units to Ms. Schultes in connection with the closing of the NV5 Acquisition. The performance-based restricted stock units vest on September 30, 2026 between 0% to 100% based on the achievement of the Company’s annualized savings target.

  37. Benefits and Other Perquisites

    Benefits and Other Perquisites We provide employees, including the NEOs, with a range of employee benefits including life and health insurance, disability benefits and retirement benefits (as described below), that are designed to assist in attracting and retaining skilled employees critical to our long-term success, providing basic financial stability, and to be competitive with market practice. Most of our employees, prior to the NV5 acquisition, including certain of our NEOs, are eligible to participate in the Company’s 401(k) Plan (the “Acuren 401(k) Plan”). Pursuant to the Acuren 401(k) Plan, employees may elect to contribute a portion of their current compensation to the Acuren 401(k) Plan, in an amount up to the statutorily prescribed annual limit. The Acuren 401(k) Plan provides the option for the Company to make matching contributions. Company matching contributions allocated to certain NEOs under the Acuren 401(k) Plan, and amounts paid by the Company for the car allowance for NEOs and for certain relocation expense reimbursements are shown in the “All Other Compensation” column in the Summary Compensation Table in the “Executive Compensation” section. Benefits and Other Perquisites with respect to Messrs. Heraud and Tong and Ms. O’Brien For 2025, Messrs. Heraud and Tong and Ms. O’Brien were entitled to participate in the NV5 401(k) plan that allows employees to accumulate assets to fund their retirement benefits. The NV5 401(k) plan allows us to maintain a competitive retirement package. The NV5 401(k) plan is available to all employees who have completed at least 30 days of service. For 2025, the matching contributions to the NV5 401(k) Plan were discretionary based on the profitability of NV5. Historically, the Company has primarily issued restricted stock awards in lieu of discretionary contributions to the NV5 401(k) Plan. The amounts of these NV5 401(k) related restricted stock awards for Messrs. Heraud and Tong and Ms. O’Brien under the NV5 401(k) Plan are included in the “All Other Compensation” column of the Summary Compensation Table. It is anticipated that the NV5 401(k) plan will be merged with and into the Acuren 401(k) plan in 2027. Employee Stock Purchase Plan Most of our domestic and Canadian employees, including our NEOs, are eligible to participate in the Company’s Employee Stock Purchase Plan (the “ESPP”). Sales of shares of our common stock under the ESPP are generally made pursuant to offerings that are intended to satisfy the requirements of Section 423 of the Internal Revenue Code. The ESPP permits employees of the Company, including our NEOs, to purchase common stock at a discount equal to 85% of the lesser of (i) the market value of our common stock on the first day of the offering period, or (ii) the market value of our common stock on the purchase date, whichever is lower. Participants are subject to eligibility requirements and may not purchase more than 500 shares of common stock in any offering period or more than $10,000 of common stock in a year under the ESPP.

  38. Severance

    Severance The Employment Agreements include certain severance benefits which are described in more detail under the “Potential Payments Upon Termination or Change in Control” section below.

  39. Policies and Practices Relating to the Timing of Equity Awards

    Policies and Practices Relating to the Timing of Equity Awards We generally grant annual equity-based awards during the first quarter of our fiscal year, although such timing may change from year to year. The Compensation Committee may, in its sole discretion, also consider and approve interim or mid-year grants (or grants made on another basis) from time to time based on business needs, changing compensation practices, or other factors. The Compensation Committee does not grant equity in anticipation of the release of material non-public information for the purpose of affecting the value of executive compensation.

  40. Summary Compensation Table for Fiscal 2025

    Summary Compensation Table for Fiscal 2025 The following table summarizes the compensation for our NEOs for the fiscal years ended December 31, 2025, 2024 and 2023:

  41. Summary Compensation Table for Fiscal 2025

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Talman Pizzey(4)(5) | 2025 | $708,697 | $— | $2,021,800 | $— | $11,185 | $2,741,682 | | Former Chief Executive Officer | 2024 | $599,100 | $— | $2,200,000 | $369,734 | $10,435 | $3,179,269 | | | 2023 | $533,611 | $— | $— | $647,499 | $8,890 | $1,190,000 | | Kristin Schultes(6) | 2025 | $453,846 | $— | $1,441,500 | $— | $499,525 | $2,394,871 | | Chief Financial Officer | 2024 | $243,188 | $— | $600,000 | $58,896 | $1,132 | $903,216 | | Benjamin Heraud(5) | 2025 | $232,692 | $— | $750,005 | $— | $3,552 | $986,249 | | Chief Executive Officer | | | | | | | | | MaryJo O’Brien | 2025 | $139,615 | $— | $— | $— | $1,099 | $140,714 | | Chief Human Resources Officer | | | | | | | | | Richard Tong(7) | 2025 | $181,923 | $300,000 | $— | $— | $435,884 | $917,807 | | Former General Counsel | | | | | | | | | Fiona Sutherland(8) | 2025 | $254,914 | $72,540 | $551,400 | $— | $570,204 | $1,449,058 | | Former General Counsel | 2024 | $274,038 | $— | $600,000 | $72,246 | $7,352 | $953,636 | | | 2023 | $211,538 | $— | $937,464 | $105,821 | $9,621 | $1,264,444 | | Greg Conaway(9) | 2025 | $129,101 | $— | $— | $— | $172,719 | $301,820 | | Former Chief Accounting Officer | | | | | | | |

  42. Summary Compensation Table for Fiscal 2025

    (1) The amount reported represents the aggregate grant date fair value of the restricted stock units granted to our NEOs calculated in accordance with FASB ASC Topic 718, Share-based Compensation, as discussed in “Note 17 – Share-Based Compensation” of the notes to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This amount does not reflect the actual value that will be recognized by the recipient upon the vesting of the restricted stock units or the sale of the underlying shares. (2) Amounts reported in this column represent amounts paid under our annual cash incentive compensation program as described in the “Compensation Discussion and Analysis”. (3) Amounts reported in this column represent, in each case, the following payments to, or on behalf of, the NEOs: health expenses, 401(k) matches, and, in the case of Mr. Pizzey, a car allowance. For Messrs. Tong and Conaway and Ms. Sutherland, amounts reported in this column include $430,000, $168,000, and $557,562, respectively, in severance payments. None of the other items reported in this column individually exceeded $10,000. (4) Mr. Pizzey and Ms. Sutherland were paid in CAD. The table has been converted to USD at a 0.73 rate for the year ended December 31, 2025, a 0.69 rate for the year ended December 31, 2024 and a 0.76 rate for the year ended December 31, 2023. (5) Effective March 31, 2026, Mr. Pizzey retired from his position as Chief Executive Officer and Mr. Heraud succeeded Mr. Pizzey as Chief Executive Officer. (6) Effective December 11, 2025, Ms. Schultes’ base salary was increased from $450,000 to $550,000. (7) Effective December 31, 2025, Mr. Tong retired from his position as General Counsel. (8) Effective August 12, 2025, in connection with our integration of NV5, we appointed Mr. Tong as our General Counsel. Ms. Sutherland remained employed by us until September 30, 2025, to assist with transition matters. (9) Effective April 11, 2025, Mr. Conaway’s employment with the Company was terminated.

  43. Grants of Plan-Based Awards During 2025

    Grants of Plan-Based Awards During 2025 The table below provides information regarding equity and incentive awards granted to our NEOs during fiscal 2025.

  44. Grants of Plan-Based Awards During 2025

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Award Type | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | All other stock awards: Number of shares of stock or units (#)(3) | Grant date fair value of stock awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | | Threshold (#) | Target (#) | | | | Talman Pizzey | 4/11/2025 | 332,500 | 665,000 | 1,330,000 | PSU | 73,333 | 146,667 | — | 1,347,870 | | | 4/11/2025 | — | — | — | RSU | | 73,333 | 673,930 | | | Kristin Schultes | 4/11/2025 | 225,000 | 450,000 | 900,000 | PSU | 30,000 | 60,000 | — | 551,400 | | | 4/11/2025 | — | — | — | RSU | — | — | 30,000 | 275,700 | | | 8/21/2025 | — | — | — | PSU(5) | 30,000 | 60,000 | — | 614,400 | | Benjamin Heraud(6) | 8/4/2025 | — | — | — | PSU | 17,857 | 35,714 | — | 374,997 | | | 8/4/2025 | — | — | — | RSU | — | — | 35,715 | 375,008 | | MaryJo O’Brien(7) | — | — | — | — | — | — | — | — | — | | Richard Tong(7) | — | — | — | — | — | — | — | — | — | | Fiona Sutherland | 4/11/2025 | 75,000 | 150,000 | 300,000 | PSU | 20,000 | 40,000 | — | 367,600 | | | 4/11/2025 | — | — | — | RSU | — | — | 20,000 | 183,800 | | Greg Conaway(8) | — | — | — | — | — | — | — | — | — |

  45. Grants of Plan-Based Awards During 2025

    (1) The amounts in these columns reflect potential payments of annual cash incentive compensation based on 2025 performance. The 2025 annual cash incentive payments were made in March 2026. The actual amounts paid under our annual cash incentive compensation program are the amounts reflected in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table. (2) This column represents the number of PSUs granted in 2025 to the NEOs. The threshold and target amounts reflect the maximum number of shares that may be earned assuming that 50% and 100% of the applicable performance target is achieved. See footnote 3 to the Summary Compensation Table and page 22 of the CD&A for additional information. (3) This amount represents the number of RSUs granted in 2025 to the NEOs. The RSUs vest on the third anniversary of the grant date. (4) Each amount reported in this column represents the grant date fair value of the applicable award which was determined pursuant to FASB ASC Topic 718. The actual amounts that will be received by our NEOs with respect to these performance-based awards will be determined at the end of the performance period based upon our actual stock price performance, which may differ from the performance that was deemed probable at the date of the grant. (5) On August 21, 2025, Ms. Schultes received a retention stock award. (6) Mr. Heraud’s employment with the Company began in August 2025 following the NV5 Acquisition and as such, he did not receive an award under the Company’s non-equity incentive plan. (7) Ms. O’Brien’s and Mr. Tong’s employment with the Company began in August 2025 following the NV5 Acquisition and, as such, they did not receive an equity or non-equity award for the fiscal year ended December 31, 2025. (8) Mr. Conaway’s employment with the Company terminated on April 11, 2025, and as such, he did not receive an award under the Company’s equity and non-equity incentive plans.

  46. Ms. O’Brien

    Ms. O’Brien Ms. O’Brien has an employment agreement with NV5 Holdings, LLC, a subsidiary of the Company. Pursuant to her employment agreement, Ms. O’Brien is entitled to (i) an initial base salary of $120,000 (which has subsequently been increased, and for 2025 was $330,000), (ii) up to a 50% performance bonus based on criteria established by the Compensation Committee and (iii) participate in our employee benefits plans. In March 2026, the Compensation Committee increased Ms. O’Brien’s base salary to $375,000.

  47. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information concerning unvested time-based and performance-based restricted stock for each NEO outstanding as of the end of the fiscal year ended December 31, 2025. Each restricted stock grant is shown separately for each NEO.

  48. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Award Type | Stock Awards | | | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(1) | | Talman Pizzey | 7/30/2024 | RSU(2) | 73,333 | 741,397 | — | — | | | 7/30/2024 | PSU(3) | — | — | 55,000 | 556,050 | | | 4/11/2025 | RSU(4) | 73,333 | 741,397 | — | — | | | 4/11/2025 | PSU(5) | — | — | 73,334 | 741,407 | | Kristin Schultes | 12/3/2024 | RSU(2) | 20,000 | 202,200 | — | — | | | 12/3/2024 | PSU(3) | — | — | 15,000 | 151,650 | | | 4/11/2025 | RSU(4) | 30,000 | 303,300 | — | — | | | 4/11/2025 | PSU(5) | — | — | 30,000 | 303,300 | | | 8/21/2025 | PSU(6) | — | — | 30,000 | 303,300 | | Benjamin Heraud | 8/4/2025 | RSU(4) | 35,715 | 361,079 | — | — | | | 8/4/2025 | PSU(7) | — | — | 17,857 | 180,534 | | MaryJo O’Brien(8) | — | — | — | — | — | — | | Richard Tong(8) | — | — | — | — | — | — | | Fiona Sutherland(9) | — | — | — | — | — | — | | Greg Conaway(10) | — | — | — | — | — | — |

  49. Outstanding Equity Awards at Fiscal Year-End

    (1) For our performance-based restricted stock units, the number of units and the market value is reflected at threshold. The market value of the time-based restricted stock units and the performance-based restricted stock units is calculated by multiplying the closing price of our common stock on December 31, 2025 ($10.11) by the number of units. (2) These restricted stock units vest 33 1/3% on the first through third anniversaries of the grant date. (3) Subject to the volume weighted average price (“VWAP”) of the Issuer’s Common Stock reaching a specified price over a ten (10) consecutive trading day period at any time during the period commencing on February 18, 2025 and ending on the fifth anniversary of the grant date (the “VWAP Achievement Period”), these performance based restricted stock units shall vest on the later of (x) the first anniversary of the grant date and (y) the calendar day following the last day of the VWAP Achievement Period. (4) These restricted stock units vest on the third anniversary of the grant date. (5) These performance restricted stock units have a three-year performance period and to the extent earned will vest on the third anniversary of the grant date. The number of shares of Common Stock that will be earned is subject to decrease based on the results of the performance condition. (6) These performance based restricted stock units, to the extent earned, will vest on September 30, 2026. The number of shares of Common Stock that will be earned is subject to decrease based on the results of the performance condition. (7) These performance restricted stock units vest upon certain financial performance metrics of NV5 and to the extent earned will vest on September 30, 2026. The number of shares of Common Stock that will be earned is subject to decrease based on the results of the performance condition. (8) Ms. O’Brien’s and Mr. Tong’s employment with the Company began in August 2025 following the NV5 Acquisition and, as such, they did not receive stock awards for the fiscal year ended December 31, 2025. (9) Ms. Sutherland’s employment with the Company terminated on September 30, 2025. As a result, 110,000 restricted stock units that had not vested as of the effective date of her termination were forfeited as per the terms of the award. (10) Mr. Conaway’s employment with the Company terminated on April 11, 2025. As a result, 20,000 restricted stock units that had not vested as of the effective date of his termination were forfeited as per the terms of the award.

  50. Stock Vested During 2025

    Stock Vested During 2025 The following table provides information regarding vesting of restricted stock units and the value realized on vesting of restricted stock units on an aggregated basis during the fiscal year ended December 31, 2025 for each of the NEOs.

  51. Stock Vested During 2025

    | Name | Stock Awards(1) | | | | # of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($)(4) | | Talman Pizzey | 36,667 | 419,837 | | Kristin Schultes | 10,000 | 95,300 | | Benjamin Heraud(2) | — | — | | MaryJo O’Brien(2) | — | — | | Richard Tong(2) | — | — | | Fiona Sutherland | 10,000 | 114,500 | | Greg Conaway(2) | — | — |

  52. Stock Vested During 2025

    (1) These columns reflect restricted stock units previously awarded to the NEOs that vested during 2025. (2) Messrs. Heraud, Tong and Conaway and Ms. O’Brien had no vesting events during 2025. (3) Of these amounts, shares were withheld by us to cover tax withholding obligations as follows: Mr. Pizzey, 0 shares; Ms. Schultes, 3,060 shares and Ms. Sutherland, 4,800 shares. (4) Calculated based on the closing price of a share of Common Stock on the applicable vesting dates.

  53. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our Employment Agreements with Mr. Pizzey, Mr. Heraud and Ms. Schultes (each an “Executive,” and collectively the “Executives”) provide for severance payments under certain circumstances. Under these Employment Agreements, the Company may terminate Executive’s employment at any time with or without “cause,” as defined in the Employment Agreements, and Executive may terminate employment at any time for “good reason,” as defined in the applicable Employment Agreements. If we terminate Mr. Pizzey’s employment without cause or if Mr. Pizzey terminates his employment for good reason, Mr. Pizzey would be entitled to receive (i) an amount equal to two times (x) his annual base salary and (y) his target annual bonus, payable in equal installments over a 12-month period, (ii) his pro-rata annual bonus for the year in which the termination occurs, (iii) any earned and accrued but unpaid base salary up to the date of termination, (iv) any unpaid annual bonus with respect to any completed fiscal year, (v) accrued but unused PTO, (vi) his vested employee benefits and (vii) continued COBRA benefits for 24 months following the date of termination. Mr. Pizzey would not be entitled to any unearned salary, bonus or other benefits if we were to terminate his employment for cause or if Mr. Pizzey were to terminate his employment voluntarily without good reason. Mr. Pizzey’s employment agreement terminated on March 31, 2026 in connection with Mr. Pizzey’s retirement and the Company and Mr. Pizzey entered into a Separation Agreement (the “Pizzey Separation Agreement”). Pursuant to the Pizzey Separation Agreement, (i) all of Mr. Pizzey’s outstanding and unvested time-based restricted stock units accelerated and vested, (ii) 110,000 of Mr. Pizzey’s outstanding and unvested performance-based share units (“PSUs”) awarded on July 30, 2024 will remain outstanding and continue to vest in accordance with their terms, (iii) in consideration of Mr. Pizzey’s services with the Company for the remainder of the 2026 fiscal year, 73,333 of Mr. Pizzey’s 146,667 outstanding and unvested PSUs awarded on April 11, 2025, will remain outstanding and continue to vest in accordance with amended performance criteria for the 2026 fiscal year and (iv) Mr. Pizzey’s remaining PSUs were forfeited. If we terminate Ms. Schultes’ employment without cause or if Ms. Schultes terminates her employment for good reason, Ms. Schultes would be entitled to receive (i) an amount equal to one times (x) her annual base salary and (y) her target annual bonus, payable in equal installments over a 12-month period, (ii) her pro-rata annual bonus for the year in which the termination occurs, (iii) any earned and accrued but unpaid base salary up to the date of termination, (iv) any unpaid annual bonus with respect to any completed fiscal year, (v) accrued but unused PTO, (vi) her vested employee benefits and (vii) continued COBRA benefits for 12 months following the date of termination. Ms. Schultes would not be entitled to any unearned salary, bonus or other benefits if we were to terminate her employment for cause or if Ms. Schultes were to terminate her employment voluntarily without good reason. As a result of the NV5 Acquisition, if Mr. Heraud is terminated prior to August 4, 2026, he would be entitled to (i) one year’s base salary, (ii) accrued but unused PTO, and (iii) up to one year continuation of COBRA benefits. In addition, effective March 31, 2026, if we terminate Mr. Heraud’s employment without cause or if Mr. Heraud terminates his employment for good reason, Mr. Heraud would be entitled to receive (i) an amount equal to one times his base salary payable in equal installments over a 12-month period, (ii) his pro-rata annual bonus for the year in which the termination occurs, (iii) any earned and accrued but unpaid base salary up to the date of termination, (iv) any unpaid annual bonus with respect to any completed fiscal year, (v) accrued but unused PTO, (vi) his vested employee benefits and (vii) continued COBRA benefits for 12 months following the date of termination. Mr. Heraud would not be entitled to any unearned salary, bonus or other benefits if we were to terminate his employment for cause or if Mr. Heraud were to terminate his employment voluntarily without good reason. Ms. O’Brien is not entitled to any severance or related benefits upon termination, including upon a change in control of the Company. However, as a result of the NV5 Acquisition, if Ms. O’Brien is terminated prior to August 4, 2026, she would be entitled to (i) one year’s base salary, (ii) accrued but unused PTO, and (iii) up to one year continuation of COBRA benefits. Effective August 12, 2025, in connection with our integration of NV5, Ms. Sutherland ceased to be our General Counsel and remained employed by us until September 30, 2025, to assist with transition matters. Pursuant to the Separation Letter dated August 21, 2025, Ms. Sutherland received a lump sum payment of (i) $768,627 and (ii) continuation of health benefits until December 31, 2025, in connection with her separation from the Company. Effective August 12, 2025, in connection with our integration of NV5, Mr. Tong was appointed as General Counsel and effective December 31, 2025, Mr. Tong retired from his position as General Counsel. Pursuant to the Separation Agreement dated October 24, 2025, Mr. Tong was entitled to receive (i) a $300,000 retention bonus, (ii) a lump sum cash payment of $430,000, and (iii) up to one year continuation of COBRA benefits. Effective April 11, 2025, Mr. Conaway’s employment with the Company was terminated. In connection with Mr. Conaway’s separation with the Company, Mr. Conaway received a lump sum cash payment of $168,000 and his accrued but unpaid benefits. The following table shows the estimated benefits payable to each NEO in the event of termination of employment and/or change in control of the Company. The amounts shown assume that a termination of employment or a change in control occurs on December 31, 2025. The amounts do not include payments or benefits provided under insurance or other plans that are generally available to all full-time employees.

  54. Potential Payments Upon Termination or Change in Control

    | Name | Termination without Cause or for Good Reason Not in Connection with a Change in Control ($) | Termination without Cause or for Good Reason in Connection with a Change in Control ($)(2) | | Talman Pizzey(1) | | | | Cash Severance(3) | 2,750,165 | 2,750,165 | | Pro Rata Bonus(4) | 687,541 | 687,541 | | Benefits(5) | — | — | | Total | 3,437,706 | 3,437,706 | | Kristin B. Schultes | | | | Cash Severance(6) | 910,958 | 910,958 | | Pro Rata Bonus(4) | 455,479 | 455,479 | | Benefits(5) | — | — | | Total | 1,366,437 | 1,366,437 | | Benjamin Heraud(7) | | | | Cash Severance(4) | 91,667 | 641,667 | | Accrued Performance Bonus | — | 374,690 | | Health Benefits(5) | 5,037 | 5,037 | | Total | 96,704 | 1,021,394 | | MaryJo O’Brien(7) | | | | Cash Severance | — | 330,000 | | Accrued Performance Bonus | — | — | | Health Benefits(5) | — | 19,294 | | Total | — | 349,294 |

  55. Potential Payments Upon Termination or Change in Control

    (1) Mr. Pizzey is paid in CAD. The table has been converted to USD at a 0.73 rate for the year ended December 31, 2025. (2) Mr. Pizzey and Ms. Schultes are not entitled to enhanced benefits in connection with a Change in Control. (3) This amount reflects, in the event the termination occurs not in connection with a Change in Control, a payment equal to two times the sum of Mr. Pizzey’s (x) base salary for the year in which the termination or resignation occurs and (y) his annual bonus target. (4) For Mr. Pizzey and Ms. Schultes, this amount was calculated based on the minimum annual bonus target for 2025 that each would be entitled to, which was equal to 100% of their base salary. For Mr. Heraud, this amount represents the base salary for the remainder of his employment term under his employment agreement with NV5, which as of December 31, 2025 was two months. (5) This amount reflects the value of health benefits and other fringe benefit plans and arrangements applicable to the NEOs. (6) This amount reflects, in the event the termination occurs not in connection with a Change in Control, a payment equal to one times the sum of Ms. Schultes (x) base salary for the year in which the termination or resignation occurs and (y) her annual bonus target. Effective December 11, 2025, Ms. Schultes’ base salary was increased from $450,000 to $550,000. (7) As a result of the NV5 Acquisition, if Mr. Heraud or Ms. O’Brien are terminated within one year of the consummation of the NV5 Acquisition (August 4, 2025), each would be entitled to (i) one year’s base salary, (ii) accrued performance bonus and (iii) continuation of COBRA benefits for up to one year.

  56. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median annual total compensation of our employees and the annual total compensation of our former CEO, Mr. Pizzey. To identify our median employee and calculate such employee’s annual total compensation, we used the following methodology: • Determination date. We selected December 31, 2025, the last day of our fiscal year, as the determination date for identifying the median employee. As of December 31, 2025, our employee population consisted of approximately 11,286 individuals working at the Company and its subsidiaries, of which approximately 7,046 are based in the United States and approximately 4,240 are based outside of the United States. • Employee Population. In determining the identity of the median employee, we excluded 23 based in China, 7 based in France, 23 based in Germany, 3 based in Indonesia, 8 based in Italy, 8 based in Japan, 11 based in Macau, 63 based in the Philippines, 7 based in South Korea, 10 based in Thailand, and 100 employees based in the United Kingdom, who represented less than 5% of our employee population. As a result, the Company’s employee population used for determining the median employee was approximately 11,023 individuals, including 7,046 employees based in the United States and approximately 3,977 employees based outside of the United States. • Consistently applied compensation measure. To identify the median employee, we used the gross pay of all of our employees, excluding our CEO, our China, France, Germany, Indonesia, Italy, Japan, Macau, Philippines, South Korea, Thailand, and United Kingdom-based employees, and independent contractors and consultants who were not paid directly by the Company. We did not make any cost-of-living or other adjustments in identifying the median employee and we did not annualize the pay of any employees who were not employed for the full year. We then calculated the 2025 total annual compensation of such median employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of Regulation S-K). Under this calculation, the median employee’s annual total compensation was $52,243. Utilizing the same executive compensation rules, and consistent with the amount reported in the “Total” Column of our Summary Compensation Table for 2025 above for our CEO, the annual total compensation of our CEO was $2,741,682. The resulting ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 52 to 1. This ratio represents a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices, and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. This information is being provided in response to SEC disclosure requirements. Neither the Compensation Committee nor management of the Company uses the pay ratio measure in making any compensation decisions.

  57. CEO Pay Ratio

    | PROPOSAL NO. 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026 FISCAL YEAR | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2026 FISCAL YEAR. |

  58. CEO Pay Ratio

    The Audit Committee of the Board has appointed PricewaterhouseCoopers LLP (“PwC”) to continue to serve as our independent registered public accounting firm for the 2026 fiscal year. PwC has been our independent registered public accounting firm since 2024. Ratification of the appointment of PwC to serve as our independent registered public accounting firm for the 2026 fiscal year will in no way limit the Audit Committee’s authority to terminate or otherwise change the engagement of PwC for the 2026 fiscal year. In the event our stockholders do not ratify the appointment of PwC, such appointment may be reconsidered by the Audit Committee. We expect representatives of PwC to attend the Annual Meeting, where they will have an opportunity to make a statement, if they so desire, and will also be available to respond to appropriate questions.