DEF 14A of Dycom Industries Inc, Apr 14, 2023

DEF 14A of Dycom Industries Inc

Filed Apr 14, 2023 · FY20230001308179-23-000657

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The Board of Directors has nominated two directors for election to the Board. The following table provides summary information about each nominee.

  2. DIRECTOR NOMINEES

    | Name | Age | Director Since | Committee Memberships | | Peter T. Pruitt, Jr. | 66 | 2018 | Audit (Chair), Finance | | Laurie J. Thomsen | 65 | 2015 | Audit, Corporate Governance, Finance (Chair) |

  3. DIRECTOR NOMINEES

    | 2023 Proxy Statement | 3 |

  4. DIRECTOR NOMINEES

    | PROPOSAL 1 | Election of Directors | | The Board of Directors recommends that shareholders vote FOR the election of Peter T. Pruitt, Jr. and Laurie J. Thomsen as directors. | |

  5. DIRECTOR NOMINEES

    The Articles of Incorporation of the Company provide that the Board of Directors (the “Board”) shall be divided into three classes, with each class serving a staggered three-year term and with each class having as equal a number of directors as possible. Our Board currently consists of nine members. Two director nominees have been nominated for election at the Annual Meeting. The nominees are Peter T. Pruitt, Jr. and Laurie J. Thomsen. Each nominee was selected by the Corporate Governance Committee and approved by the Board for submission to shareholders of the Company. Mr. Pruitt and Ms. Thomsen are each currently serving a term that expires at the Annual Meeting and each has been nominated for a term expiring at the Company’s 2026 annual meeting. Each nominee has consented to serve if elected to the Board. If any director nominee becomes unable to accept their nomination or election, which is not anticipated, the persons named as proxies will vote for the election of such other person as the Board may recommend. Proxies cannot be voted for a greater number of persons than the number of nominees named above. Below is the biography of each of the nominees for election as a director of the Company and of those directors of the Company continuing in office together with a description of experiences, qualifications, attributes and skills that led our Board to conclude that he or she should serve as a director of the Company. Dwight B. Duke, whose term expires at the conclusion of the Annual Meeting, will retire from the Board in accordance with the Company’s mandatory retirement policy.

  6. DIRECTOR NOMINEES

    | 4 | |

  7. NOMINEES FOR ELECTION AT THIS MEETING

    NOMINEES FOR ELECTION AT THIS MEETING

  8. NOMINEES FOR ELECTION AT THIS MEETING

    | Peter T. Pruitt, Jr. INDEPENDENT DIRECTOR SINCE 2018 TERM EXPIRES 2023 AGE 66 DYCOM COMMITTEES: ● Audit (Chair) ● Finance | EXPERIENCE Mr. Pruitt, a Certified Public Accountant, retired as a Senior Partner of Deloitte & Touche LLP in 2018 where he had been an auditor with Deloitte for 41 years. During his career at Deloitte, Mr. Pruitt served in multiple firm-level leadership roles, including as Deloitte’s Office Managing Partner for Florida and Puerto Rico. SKILLS AND EXPERTISE Mr. Pruitt has extensive audit and financial accounting expertise along with significant executive leadership experience. This wide-ranging experience allows Mr. Pruitt to bring to the Board of Directors deep knowledge of accounting, risk management and financial reporting procedures. | | Laurie J. Thomsen INDEPENDENT DIRECTOR SINCE 2015 TERM EXPIRES 2023 AGE 65 DYCOM COMMITTEES: ● Audit ● Corporate Governance ● Finance (Chair) OTHER PUBLIC DIRECTORSHIPS: The Travelers Companies, Inc. | EXPERIENCE Ms. Thomsen served as an Executive Partner of New Profit, Inc., a venture philanthropy firm, from 2006 to 2010, and she served on its board from 2001 to 2006. Prior to that, from 1995 to 2004, Ms. Thomsen was a co-founder and General Partner of Prism Venture Partners, a venture capital firm investing in healthcare and technology companies. From 1984 until 1995, Ms. Thomsen worked at the venture capital firm Harbourvest Partners in Boston, where she was a General Partner from 1988 until 1995. Ms. Thomsen was in commercial lending at U.S. Trust Company of New York from 1979 until 1984. SKILLS AND EXPERTISE Ms. Thomsen has extensive experience and expertise in investments, finance and the development of emerging businesses. In addition, Ms. Thomsen has board experience at a Fortune 100 publicly traded company. This experience allows Ms. Thomsen to bring to the Board substantial knowledge of accounting and financial controls, corporate finance structure and strategy, and governance practices, as well as significant experience with the growth and development of businesses and mergers and acquisitions. Ms. Thomsen’s expertise in investments and private equity also allows her to bring insight into venture capital management from an investor’s perspective. | | DIRECTORS WHOSE TERMS EXPIRE AT THE 2023 ANNUAL MEETING | | | Dwight B. Duke INDEPENDENT DIRECTOR SINCE 2011 TERM EXPIRES 2023 AGE 71 DYCOM COMMITTEES: ● Compensation (Chair) ● Corporate Governance | EXPERIENCE Mr. Duke is subject to the Company’s mandatory retirement policy and will be retiring from the Board, in accordance with the policy, effective at the conclusion of the 2023 Annual Meeting. Mr. Duke served as Senior Vice President, Business Operations, Service Provider Video Technology Group of Cisco Systems, Inc. from 2006 until his retirement in 2012. From 1998 to 2005, Mr. Duke was Senior Corporate Vice President of Scientific-Atlanta, Inc. and President of its Transmission Networks Systems business. During this period, Mr. Duke was a member of Scientific-Atlanta’s corporate management and corporate operating committees which developed and implemented corporate strategy. Prior to 1998, Mr. Duke was Vice President of the Network Systems Group of Scientific-Atlanta and responsible for that company’s digital video system business. SKILLS AND EXPERTISE Mr. Duke has substantial experience in operations management, distribution and marketing for the cable television industry. Mr. Duke also has experience in organization-wide strategic planning, as well as product and major program management. Mr. Duke’s executive-level experience in the telecommunications and cable television industry, and his experience in integrating acquired businesses brings to the Board of Directors significant knowledge of corporate strategy, technology, and mergers and acquisitions, particularly within industries closely related to the Company’s business. |

  9. NOMINEES FOR ELECTION AT THIS MEETING

    | 2023 Proxy Statement | 5 |

  10. DIRECTORS WHOSE TERMS EXPIRE AT THE 2024 ANNUAL MEETING

    DIRECTORS WHOSE TERMS EXPIRE AT THE 2024 ANNUAL MEETING

  11. DIRECTORS WHOSE TERMS EXPIRE AT THE 2024 ANNUAL MEETING

    | Steven E. Nielsen NON-INDEPENDENT DIRECTOR SINCE 1996 TERM EXPIRES 2024 AGE 60 BOARD CHAIR DYCOM COMMITTEES: ● Executive (Chair) | EXPERIENCE Mr. Nielsen has been the President and Chief Executive Officer of the Company since March 1999; was its President and its Chief Operating Officer from August 1996 to March 1999; and a Vice President of the Company from February 1996 to August 1996. SKILLS AND EXPERTISE Mr. Nielsen’s service as the Company’s Chief Executive Officer and in other leadership roles within the Company allows him to bring to the Board a deep insight into the operations, challenges and complex issues facing the Company itself and the Company’s industry in general. | | Jennifer M. Fritzsche INDEPENDENT DIRECTOR SINCE 2020 TERM EXPIRES 2024 AGE 52 DYCOM COMMITTEES: ● Audit ● Compensation ● Corporate Governance OTHER PUBLIC DIRECTORSHIPS: Wireless Telecom Group, Inc. | EXPERIENCE Ms. Fritzsche is currently a Managing Director at Greenhill & Co. and previously served as the Chief Financial Officer and a director of Canopy Spectrum, LLC until April 2021. Ms. Fritzsche has been a Senior Industry and Innovation Fellow at Georgetown University’s McDonough School of Business since October 2019. She formerly served as a managing director and Senior Equity Analyst at Wells Fargo Securities (and its predecessor firms) from 1995 to 2020. During her career at Wells Fargo, Ms. Fritzsche served in multiple leadership and management roles, including as a Vice President and subsequently as a Managing Director of the Equity Research Group covering the telecommunications/cable services and communications infrastructure industries. Ms. Fritzsche has also served as a member of the Board of Directors of Wireless Telecom Group, Inc. since December 2020. SKILLS AND EXPERTISE Ms. Fritzsche has held senior level positions as an institutional equity analyst focused on the telecommunications/cable services and communications infrastructure industries and markets. This experience allows Ms. Fritzsche to bring to the Board substantial knowledge of the capital markets, mergers and acquisitions and corporate finance related to our business, industry and competitors. | | Carmen M. Sabater INDEPENDENT DIRECTOR SINCE 2022 TERM EXPIRES 2024 AGE 58 DYCOM COMMITTEES: ● Compensation ● Corporate Governance | EXPERIENCE Ms. Sabater, a Certified Public Accountant, is currently the Chief Financial Officer of Quirch Foods Parent, LLC, a national food distribution company with a portfolio of owned brands. She has served in that role since February 2002. Prior to that, Ms. Sabater was the Controller of MasTec, Inc. from 1994 to 1999 and was then appointed as its Chief Financial Officer, serving in that role until January 2002. Ms. Sabater was previously at Deloitte & Touche, LLP, as an auditor and then as a Senior Manager from 1985 to 1994. She also currently serves as the Secretary of the United Way of Miami and serves as Treasurer and chairs the Finance Committee for the Public Health Trust for Jackson Health System in Miami Dade, Florida. SKILLS AND EXPERTISE Ms. Sabater has extensive audit, accounting and financial expertise along with executive leadership experience. Her prior public company and telecommunications infrastructure experience allows Ms. Sabater to bring to the Board of Directors significant knowledge of accounting, risk management, integration strategy, information technology and financial reporting procedures. |

  12. DIRECTORS WHOSE TERMS EXPIRE AT THE 2024 ANNUAL MEETING

    | 6 | |

  13. DIRECTORS WHOSE TERMS EXPIRE AT THE 2025 ANNUAL MEETING

    DIRECTORS WHOSE TERMS EXPIRE AT THE 2025 ANNUAL MEETING

  14. DIRECTORS WHOSE TERMS EXPIRE AT THE 2025 ANNUAL MEETING

    | Eitan Gertel INDEPENDENT DIRECTOR SINCE 2016 TERM EXPIRES 2022 AGE 61 DYCOM COMMITTEES: ● Audit ● Compensation ● Finance | EXPERIENCE Mr. Gertel served as the Chief Executive Officer and a director of Finisar Corporation from 2008 to 2015 following the completion of the merger between Finisar and Optium Corporation. Prior to that, Mr. Gertel served as Chief Executive Officer and Chairman of the Board of Optium from 2004 to 2008 and as the President and a director of Optium from 2001 to 2004. From 1995 to 2001, Mr. Gertel served as Corporate Vice President and General Manager of the former transmission systems division of JDS Uniphase Corporation, a provider of broadband test and management solutions and optical products. Mr. Gertel currently serves as the Chairman of the Board of Opsys Technologies and as a member of the Board of Cylite Pty Ltd, each a privately held company. He joined the Board of each company in 2016. SKILLS AND EXPERTISE Mr. Gertel has significant executive-level experience in the telecommunications industry, including experience in business leadership, operations and strategy, and technical experience. This experience allows Mr. Gertel to bring to the Board knowledge of corporate strategy, corporate finance, and mergers and acquisitions, as well as significant operational knowledge of the industry. | | Stephen C. Robinson INDEPENDENT DIRECTOR SINCE 2021 TERM EXPIRES 2022 AGE 66 DYCOM COMMITTEES: ● Audit ● Finance OTHER PUBLIC DIRECTORSHIPS: FTI Consulting, Inc. | EXPERIENCE Mr. Robinson is a former litigation partner of the law firm of Skadden, Arps, Slate, Meagher & Flom from 2010 to 2021. Mr. Robinson previously served as a U.S. District Judge for the U.S. District Court for the Southern District of New York from 2003 to 2010. Prior to that, he was also a former U.S. Attorney for the District of Connecticut from 1998 to 2001 and was the Principal Deputy General Counsel for the Federal Bureau of Investigation from 1993 to 1995. Mr. Robinson has also served in multiple leadership and management roles, including as the Chief Executive Officer of Empower New Haven from 2002 to 2003 and as the Chief Compliance Officer of Aetna U.S. Healthcare from 1996 to 1998. SKILLS AND EXPERTISE Mr. Robinson has substantial legal experience with respect to government enforcement actions, corporate compliance and internal investigations and litigation. This experience allows Mr. Robinson to bring to the Board significant knowledge and expertise with respect to a variety of issues, including compliance and risk management, litigation matters, and government regulation and compliance. |

  15. DIRECTORS WHOSE TERMS EXPIRE AT THE 2025 ANNUAL MEETING

    | 2023 Proxy Statement | 7 |

  16. DIRECTORS WHOSE TERMS EXPIRE AT THE 2025 ANNUAL MEETING

    | Richard K. Sykes LEAD INDEPENDENT DIRECTOR DIRECTOR SINCE 2018 TERM EXPIRES 2022 AGE 63 DYCOM COMMITTEES: ● Compensation ● Corporate Governance (Chair) ● Executive | EXPERIENCE Mr. Sykes is a former Senior Partner of McKinsey & Company, Inc. Mr. Sykes was a Management Consultant with McKinsey from February 1996 to his retirement in August 2017. During this period, Mr. Sykes served clients in the industrial, consumer and healthcare industries focusing on issues of enterprise transformation, strategy, operations and organization. During his career at McKinsey, Mr. Sykes served in multiple firm-level leadership roles, including as Managing Partner of McKinsey’s Midwest Office, and as a member of McKinsey’s diversity and inclusion program. From 1990 to 1995, Mr. Sykes was a Vice President and Partner at A.T. Kearney, a global management consulting firm. Prior to that, he held engineering and management roles in the manufacturing businesses of Eli Lilly and Company. SKILLS AND EXPERTISE Mr. Sykes has extensive general business management and leadership experience, as well as particular in-depth knowledge and expertise in operations, enterprise transformation, organization and strategy. This experience and knowledge allows Mr. Sykes to bring to the Board of Directors significant knowledge into strategic, financial and capital-related issues. |

  17. DIRECTORS WHOSE TERMS EXPIRE AT THE 2025 ANNUAL MEETING

    | 8 | |

  18. DIRECTORS WHOSE TERMS EXPIRE AT THE 2025 ANNUAL MEETING

    | CORPORATE GOVERNANCE | | HIGHLIGHTS |

  19. DIRECTORS WHOSE TERMS EXPIRE AT THE 2025 ANNUAL MEETING

    Dycom is committed to maintaining the highest standards of corporate governance. Strong corporate governance practices help achieve performance goals and sustain the trust and confidence of investors, employees and customers. Our corporate governance practices are described in more detail below under the section entitled “Board of Directors and Corporate Governance Information” beginning on page 13 of this Proxy Statement.

  20. SELECTION OF DIRECTORS

    SELECTION OF DIRECTORS

  21. Prohibition of Hedging or Pledging of Company Stock by Non-Employee Directors and Executive Officers

    Prohibition of Hedging or Pledging of Company Stock by Non-Employee Directors and Executive Officers The Company’s Insider Trading Policy prohibits hedges and pledges of the Company’s common stock by a director or executive officer of the Company. A “hedge” would include any instrument or transaction through which an executive officer or non-employee director offsets decreases of his or her exposure to risk of price fluctuation in the Company’s common stock. The policy also prohibits pledges of the Company’s common stock by an executive officer or director, such as using Company common stock as collateral for a loan or by holding Company common stock in a margin account (with the exception of the use of a margin account to purchase Company common stock only in connection with the exercise of Company-granted stock options). The Board believes this policy better aligns the interests of the members of the Board and its executives with the interests of the Company’s shareholders.

  22. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    | DIRECTOR COMPENSATION |

  23. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS The Company’s compensation program for non-employee directors is designed to enable the Company to attract, retain and motivate highly qualified directors to serve on the Board. The program is also intended to be competitive with other companies in the Peer Group (as defined under “Executive Compensation—Compensation Discussion and Analysis—Role of Compensation Consultant and Peer Group Comparison” beginning on page 37 of this Proxy Statement) and to further align the interests of these directors with our shareholders by compensating directors with a mix of cash and equity-based compensation. Directors who are employees of the Company are not entitled to receive any additional compensation for serving on the Board or its committees. The Compensation Committee is also responsible for recommending to the Board changes in director compensation. The Compensation Committee periodically reviews non-employee director compensation trends and data from the Peer Group and other relevant and comparable market data including reports on the competitiveness of compensation for non-employee directors received from its independent Compensation Consultant. Each of the Company’s non-employee directors currently receives the compensation described below.

  24. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION such fees are payable and (ii) rounding up to the nearest whole share of common stock. Non-employee directors are also permitted to defer settlement of their restricted stock units until the earlier of their termination of service on the Board for any reason and a date specified by such director. As discussed in greater detail above in the section entitled “Board of Directors and Corporate Governance Information—Board Practices, Policies and Processes—Shareholding Requirements and Stock Ownership Guidelines for Non-Employee Directors” on page 22 of this Proxy Statement, the Board has established stock ownership guidelines for the non-employee directors to further align their economic interests with those of the Company’s shareholders. Under the Director Equity Plan, 140,000 shares of common stock are authorized for issuance and, as of January 28, 2023, the Company had 36,123 shares available for future awards under the plan. The Company is also seeking shareholder approval of an amendment and restatement to the Director Equity Plan to increase the number of authorized shares by 95,000 shares and to extend the term of the plan for an additional 10 years, as more fully described under “Proposal No. 4 - Approval of an Amendment and Restatement to the Dycom Industries, Inc. 2017 Non-Employee Directors Equity Plan” on page 68.

  25. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table sets forth the compensation for the non-employee members of the Board for the fiscal year ended January 28, 2023.

  26. DIRECTOR COMPENSATION TABLE

    | Name(1) | Fees Earned or Paid in Cash(2)(3) | Stock Awards(3)(4) | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Dwight B. Duke | $108,250 | $158,179 | $— | $— | $— | $— | $266,429 | | Jennifer M. Fritzsche | $57,828 | $197,296 | $— | $— | $— | $— | $255,124 | | Eitan Gertel | $98,250 | $158,179 | $— | $— | $— | $— | $256,429 | | Peter T. Pruitt, Jr. | $115,000 | $158,179 | $— | $— | $— | $— | $273,179 | | Stephen C. Robinson | $46,295 | $200,621 | $— | $— | $— | $— | $246,915 | | Carmen M. Sabater | $37,231 | $216,692 | $— | $— | $— | $— | $253,923 | | Richard K. Sykes | $123,329 | $158,179 | $— | $— | $— | $— | $281,508 | | Laurie J. Thomsen | $106,000 | $158,179 | $— | $— | $— | $— | $264,179 |

  27. DIRECTOR COMPENSATION TABLE

    | (1) As a Company employee, Mr. Nielsen is not separately compensated for his service on the Board of Directors. His compensation is included in the Summary Compensation Table on page 51 of this Proxy Statement. Mr. Duke will retire at the conclusion of the 2023 Annual Meeting in accordance with the Company’s mandatory retirement policy. | | (2) Each RSU entitles the recipient to one share of the Company’s common stock upon settlement. The amounts in this column represent the fees that were earned or paid in cash plus the grant date fair value of restricted shares for the annual retainer(s) which the director elected to receive in restricted shares during fiscal 2023. For fiscal 2023, the total number of restricted shares and aggregate grant date fair value which were elected by non-employee directors to be paid in shares are as follows: Jennifer M. Fritzsche, 56 shares having an aggregated grant date fair value of $4,953, Stephen C. Robinson, 4 shares having an aggregate grant date fair value of $80, Carmen M. Sabater, 3 shares having an aggregate grant date fair value of $52, and Richard K. Sykes, 569 shares having an aggregate grant date fair value of $47,579. | | (3) As required by SEC rules, amounts in these columns present the aggregate grant date fair value of stock awards granted during fiscal 2023 computed in accordance with FASB ASC 718. The stock awards exclude the amounts a director elected to receive in restricted stock or RSUs in lieu of their annual cash retainer(s) as described in footnote (2) above. See Note 19 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023 regarding assumptions underlying valuation of equity awards. The stock awards vest, subject to continuing service, ratably over three years following the grant date. These amounts do not reflect whether the recipient has actually realized or will realize a financial benefit from the awards. |

  28. DIRECTOR COMPENSATION TABLE

    | 2023 Proxy Statement | 27 |

  29. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  30. DIRECTOR COMPENSATION

    | (4) The following table shows the grant date fair value of shares of restricted stock and RSUs granted to directors during fiscal 2023 computed in accordance with FASB ASC 718. See Note 19 to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for fiscal 2023, regarding assumptions underlying valuation of equity awards. |

  31. DIRECTOR COMPENSATION

    | Name | Grant Date | Grant Date Fair Value of Restricted Stock/Unit Awards | Grant Date Fair Value of Stock Option Awards | | Dwight B. Duke | 05/26/2022 | $158,179 | $— | | Jennifer M. Fritzsche | 01/30/2022 | $11,379 | $— | | | 05/01/2022 | $11,448 | $— | | | 05/26/2022 | $158,179 | $— | | | 07/31/2022 | $10,607 | $— | | | 10/30/2022 | $10,636 | $— | | Eitan Gertel | 05/26/2022 | $158,179 | $— | | Peter T. Pruitt, Jr. | 05/26/2022 | $158,179 | $— | | Stephen C. Robinson | 01/30/2022 | $13,149 | $— | | | 05/01/2022 | $9,789 | $— | | | 05/26/2022 | $158,179 | $— | | | 07/31/2022 | $9,775 | $— | | | 10/30/2022 | $9,809 | $— | | Carmen M. Sabater | 03/28/2022 | $25,542 | $— | | | 05/01/2022 | $13,439 | $— | | | 05/26/2022 | $158,179 | $— | | | 07/31/2022 | $9,775 | $— | | | 10/30/2022 | $9,809 | $— | | Richard K. Sykes | 01/30/2022 | $23,770 | $— | | | 05/01/2022 | $23,810 | $— | | | 05/26/2022 | $158,179 | $— | | Laurie J. Thomsen | 05/26/2022 | $158,179 | $— |

  32. DIRECTOR COMPENSATION

    As of January 28, 2023, each non-employee director had the following aggregate number of outstanding unvested restricted stock units and outstanding unexercised stock options:

  33. DIRECTOR COMPENSATION

    | Name | Outstanding Unvested Restricted Stock Units | Outstanding Stock Options* | | Dwight B. Duke | 4,312 | 2,702 | | Jennifer M. Fritzsche | 3,360 | — | | Eitan Gertel | 4,312 | — | | Peter T. Pruitt, Jr. | 4,312 | — | | Stephen C. Robinson | 2,135 | — | | Carmen M. Sabater | 1,941 | | | Richard K. Sykes | 4,312 | — | | Laurie J. Thomsen | 4,312 | — |

  34. DIRECTOR COMPENSATION

    | * Includes vested and unvested stock options. |

  35. DIRECTOR COMPENSATION

    | 28 | |

  36. DIRECTOR COMPENSATION

    | PROPOSAL 2 | Advisory Vote on Executive Compensation | | The Board of Directors recommends that shareholders vote FOR the resolution approving, on a non-binding advisory basis, the compensation of the Named Executive Officers. | |

  37. DIRECTOR COMPENSATION

    On an annual basis, the Company provides its shareholders with the opportunity to participate in a non-binding advisory vote to approve the compensation of the Named Executive Officers as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC. This proposal, commonly known as a “Say-on-Pay” proposal, gives our shareholders the opportunity to express their views on our Named Executive Officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement. The Company’s executive compensation program has been designed to attract, motivate and retain highly performing executives and align the interests of those executives with the long-term interests of the Company’s shareholders. We believe the program also supports the Company’s pay-for-performance principles by placing a substantial amount of total executive compensation, including compensation of the Chief Executive Officer, “at risk” based on the performance of the Company. The Company seeks to implement and maintain sound compensation governance practices to ensure adherence to its pay-for-performance philosophy while appropriately managing risk and aligning its executive compensation program with the long-term financial interests of shareholders. The Compensation Committee regularly reviews the executive compensation program to ensure alignment with the Company’s business strategies and pay-for-performance philosophy and general market practices.

  38. Compensation Principles

    | ● | Shareholder Value. Support the Company’s business goals and strategies by incenting profitable growth and increasing shareholder value; | | ● | Shareholder Alignment. Align the interests of the Named Executive Officers with the long-term interests of shareholders; | | ● | Market Competitive. Attract, retain and motivate highly performing executives who drive business and financial performance with market competitive compensation and benefits; | | ● | Pay-for-Performance. Link significant portions of executive compensation to the achievement of performance goals established by the Compensation Committee for the annual incentive plan and for performance-vesting restricted stock units granted under the equity incentive plan; |

  39. Compensation Principles

    As discussed below, overall levels of executive compensation are established based on an assessment of the Company’s performance as a whole. Individual executive compensation is determined based on an assessment of the experience, skills and performance of each Named Executive Officer, as well as the compensation levels of comparable positions in the Peer Group and general market practices. The relative compensation of individual Named Executive Officers reflects the different roles, responsibilities and performance of each of the Named Executive Officers, as compared to comparable positions in the Peer Group with which the Company competes for talent.

  40. Compensation and Risk

    | ● | Base salary provides a fixed level of compensation irrespective of Company performance and, therefore, does not encourage risk-taking. | | | ● | Annual cash incentives are designed to reward achievement of short-term performance objectives. Undue risk is mitigated through a combination of plan design and policies which place a cap on the maximum annual cash incentive available to the Chief Executive Officer, the Chief Operating Officer and other Named Executive Officers. | | | ● | Long-term equity-based compensation is administered in a number of ways to mitigate risk: | | | | ● | The executive compensation program is designed to deliver a significant portion of an executive’s compensation in the form of long-term incentive opportunities which focus the executive on maximizing long-term shareholder value and overall financial performance. | | | ● | Performance vesting restricted stock units are only paid out if the Company achieves certain pre-established performance goals that are important drivers of long-term performance, and the maximum number of performance units that may be paid out with respect to an annual performance period or a three-year performance period is capped. | | | ● | The Company has established stock ownership guidelines for the Chief Executive Officer and non-employee directors. Other Named Executive Officers are subject to shareholding requirements with respect to time vesting equity awards granted under the Company’s equity plans. | | | ● | Named Executive Officers must obtain approval from the Company’s General Counsel before the purchase or sale of any shares of Company common stock, including those purchased or sold during any window of time where trading is permitted. Requiring approval ensures that executives are unable to use non-public information for personal benefit. |

  41. Pay Is “At Risk” and Aligned with Performance

    Pay Is “At Risk” and Aligned with Performance The executive compensation program is designed to support the Company’s pay-for-performance principles. “At risk” compensation includes annual cash incentive and equity-based awards through which the performance of the Company and the individual executive is recognized. Annual cash incentive awards under the annual incentive plan and performance vesting restricted stock units under the equity incentive plans are performance-based awards and represent “at-risk” compensation because they require minimum levels of performance against the Company’s strategic goals and operating plans for any payout to occur. The following charts illustrate the performance-based nature of the executive compensation program as a percentage of target total direct compensation, which is composed of the fiscal 2023 approved base salary, target annual cash incentive awards and the grant date fair value of target equity-based incentive awards. For target amounts of annual cash incentive awards and equity-based incentive awards, see the Grant of Plan-Based Awards Table on page 52 of this Proxy Statement:

  42. All Other NEOs Target Compensation

    All Other NEOs Target Compensation The mix of compensation elements for Mr. Nielsen and Mr. Peyovich differs from those of the other Named Executive Officers. Mr. Nielsen’s and Mr. Peyovich’ target mix is designed to place more of their compensation at risk to reflect the greater level of responsibility they have for the Company’s overall performance and strategic execution. Each of Mr. Peyovich and Mr. Nielsen participates in a separate annual incentive program and receives a portion of his total compensation in the form of stock options to increase their pay-at-risk and better align their compensation directly to the Company’s performance. For fiscal 2023, the annual cash incentive award was targeted at 115% of base salary for Mr. Nielsen and 85% of base salary for Mr. Peyovich. Mr. Nielsen’s and Mr. Peyovich’s equity-based incentive awards consisted of time vesting restricted stock units, performance vesting restricted stock units and time vesting stock options. The equity incentives for fiscal 2023 for the other Named Executive Officers consisted of time vesting restricted stock units and performance vesting restricted stock units.

  43. All Other NEOs Target Compensation

    For fiscal 2023, the annual cash incentive award range for Mr. DeFerrari, Mr. Lawson and Mr. Urness was as follows: Mr. Horton’s annual cash incentive award range was set at 30% to 80% with a target of 55%. As Mr. Horton was no longer employed by the Company as of the end of fiscal year 2023, no annual cash incentive award was earned by or awarded to Mr. Horton, as further described in the section “Annual Cash Incentive Awards—Named Executive Officers other than Chief Executive Officer and Chief Operating Officer.” In order to achieve its objectives, the Compensation Committee has designed the executive compensation program utilizing three major pay elements:

  44. All Other NEOs Target Compensation

    | | Base salary | Cash | Provides a fixed amount of cash compensation for performing day-to-day responsibilities and successfully fulfilling core job functions. The Compensation Committee reviews base salary annually and periodically approves increases based on a review of Peer Group and general market practices and a Named Executive Officer’s level of responsibility, experience, skills and contributions and individual performance. | | | Annual incentive compensation | Cash | Provides the opportunity for annual cash incentive awards for achieving short-term financial performance goals that align with the Company’s business strategy based upon the quality of earnings in relation to margin performance and cash flow. The Compensation Committee sets award opportunities as a percentage of base salary. | | | Long-term equity-based incentive compensation | Equity | Provides for long-term incentive awards in the form of performance vesting restricted stock units and time vesting stock options. Performance vesting restricted stock units are earned based on achieving long-term performance goals and the satisfaction of service vesting conditions. Stock options align incentives of the executives with those of the Company’s shareholders because stock options have value only if the Company’s stock price increases from the date of the grant. The Company also grants time vesting restricted stock units that are earned based on the satisfaction of service vesting conditions. Awards are payable in Company common stock and aligns the interest of executives with the long-term interests of the Company’s shareholders. |

  45. Determining Performance Measures

    Determining Performance Measures The Compensation Committee sets challenging but realizable performance measures that are fully earned only as a result of exceptional performance. As part of our pay-for-performance philosophy, if targets and pre-determined goals are not fully met, payouts may be reduced or not paid. Consistent with the Company’s pay-for-performance philosophy, the Compensation Committee selects and sets financial performance measures under the annual and long-term incentive plans that support the Company’s short- and long-term business plans and strategies and incent management to focus on actions that create sustainable shareholder value. In setting targets for the short- and long-term performance measures, the Compensation Committee considers the Company’s annual and long-term business goals and strategies and certain other factors, including the Company’s projected operating environment and economic and industry conditions. The Compensation Committee recognizes that performance goals will change over time to reflect market practices and evolving business priorities. Accordingly, the Compensation Committee continually reassesses the performance measures and goals used.

  46. Determining Performance Measures

    | 36 | |

  47. Role of Compensation Consultant and Peer Group Comparison

    Role of Compensation Consultant and Peer Group Comparison The Compensation Committee has the authority under its charter to hire outside advisors to provide it with information as needed in making compensation decisions. The Compensation Consultant advised the Compensation Committee in connection with setting compensation for the Named Executive Officers and the Company’s non-employee directors for fiscal 2023. The Compensation Consultant does not provide any other services to the Company. The executive compensation program seeks to provide a mix of target total direct compensation that is aligned with the program’s pay-for-performance principles and is competitive with compensation provided by a peer group of selected publicly traded companies. In determining executive compensation, the Compensation Committee considers a number of factors, including data provided by the Compensation Consultant on our peer group of companies, as well as each Named Executive Officer’s performance and experience. The Compensation Committee, together with the Compensation Consultant, periodically reviews the composition of the Peer Group and updates the Peer Group based on available market information when appropriate. The companies in the Peer Group were selected because, in the judgment of the Compensation Committee, such companies, when taken as a whole, represent companies with which the Company competes for executive talent. Market data for the Peer Group was size-adjusted using a common statistical technique, “regression analysis,” to remove significant variability between raw data points, and to construct market pay levels commensurate with the Company’s annual revenues.

  48. Role of Compensation Consultant and Peer Group Comparison

    | 2023 Proxy Statement | 37 |

  49. Role of Compensation Consultant and Peer Group Comparison

    The Compensation Committee reviewed and updated the Peer Group in late fiscal 2021 to ensure the Peer Group continued to represent companies that would provide the Company with relevant Peer Group data based on their current size, industry, revenue and market capitalization. For fiscal 2023, the Peer Group consisted of the following 18 companies from the specialty construction and engineering services industry (the “Peer Group”):

  50. Peer Group

    Peer Group

  51. Peer Group

    | ABM Industries, Inc. | Granite Construction, Inc. | Oceaneering International, Inc. | | Aegion Corporation | IES Holdings, Inc. | Primoris Services Corp. | | Archrock, Inc. | KBR, Inc. | Quanta Services, Inc. | | Clean Harbors, Inc. | MasTec, Inc. | Sterling Infrastructure, Inc. | | Comfort Systems USA, Inc. | MYR Group, Inc. | Tetra Tech, Inc. | | Emcor Group, Inc. | NOV, Inc. | Tutor Perini Corporation |

  52. Peer Group

    In addition, the Compensation Consultant periodically conducts a competitive market positioning review as the Compensation Committee determines is needed. The most recent competitive market positioning review was prepared in February 2021. In years that the Compensation Committee does not commission a review, it establishes compensation targets for the Named Executive Officers by utilizing the prior year’s compensation amounts, generally making adjustments to those amounts for movements in market compensation levels based on a variety of third-party industry surveys, as well as the Compensation Consultant’s own proprietary information. Peer Group data constituted one of several factors that the Compensation Committee considered in making compensation decisions for fiscal 2023. Other significant factors considered by the Compensation Committee in the evaluation and decision-making process included overall business and industry conditions, the general economic environment, the Company’s strategic business objectives, as well as the individual responsibilities, past performance, experience, skills and tenure and achievements of each Named Executive Officer and their expectations for future performance. In February 2023, the Compensation Consultant provided information to the Compensation Committee regarding its independence under the rules of the SEC and the listing standards of the NYSE. The Compensation Committee concluded that no conflict of interest exists that would prevent the Compensation Consultant from independently representing the Compensation Committee.

  53. Performance-Based Annual Cash Incentives

    Performance-Based Annual Cash Incentives The Compensation Committee grants to Named Executive Officers the opportunity to earn an annual cash incentive award that recognizes and rewards individual performance which meaningfully enhances the operations of the Company during a fiscal year. Awards are designed to communicate to an executive that good performance and the execution of business goals and strategies are recognized and valued. The Company’s “pay-for-performance” philosophy for such awards is simple and applies to all employees who are eligible to share in the Company’s success through incentive bonuses: if we exceed our financial objectives, we will pay more; if we fail to reach them, we will pay less or nothing at all. Furthermore, the Compensation Committee believes annual cash incentive awards strongly encourage an executive to continuously improve their efforts in delivering annual results that are aligned with the Company’s long-term goals.

  54. Performance-Based Annual Cash Incentives

    | 2023 Proxy Statement | 39 |

  55. Annual Incentive Plan—Chief Executive Officer and Chief Operating Officer

    Annual Incentive Plan—Chief Executive Officer and Chief Operating Officer Annual cash incentive award opportunities for the Chief Executive Officer and the Chief Operating Officer are determined under the Company’s annual incentive plan. These incentive compensation opportunities were determined based upon performance goals established by the Compensation Committee at the beginning of fiscal 2023. In March 2022, the Compensation Committee established the fiscal 2023 performance measures under the annual incentive plan for Mr. Nielsen and Mr. Peyovich. The categories of performance measures for Mr. Nielsen and Mr. Peyovich for fiscal 2023 were unchanged from those established under the annual incentive plan for fiscal 2022. Awards paid under the plan are designed to be “at-risk” depending upon the performance of the Company and, accordingly, have exhibited significant variability from year to year. For fiscal 2023, the Compensation Committee modified the threshold percentage of contract revenues used to evaluate earnings quality and modified the pre-established payout percentages (as further explained below). Operating cash flow also excludes pre-paid discounts provided to a customer to obtain a new contract or extend or modify an existing contract. Over the period from fiscal 2016 through fiscal 2023, the annual cash incentive award to the Chief Executive Officer has ranged from approximately 41% to 230% of base salary, averaging approximately 130% of base salary, and the annual cash incentive award for the Chief Operating Officer has ranged from approximately 33% to 170% of base salary, averaging approximately 106% of base salary. The terms of the annual incentive plan provide that the Compensation Committee shall adjust the performance goals and the award opportunities (either up or down) during a plan year if the Compensation Committee determines that external changes or other unanticipated business conditions have materially affected the fairness of the goals and have unduly influenced the Company’s ability to meet them. No such adjustments were made in fiscal 2023. As described in more detail below, for fiscal 2023, the annual incentive cash award opportunity under the annual incentive plan consisted of two parts:

  56. Annual Incentive Plan—Chief Executive Officer and Chief Operating Officer

    | ● | Part 1: A determination based on the operating earnings, contract revenues and cash flows of the Company. | | ● | Part 2: A determination based on the Compensation Committee’s consideration of the payout level under Part 1 of the plan, as well as the Compensation Committee’s consideration of other financial and non-financial performance factors. |

  57. Fiscal 2023 Annual Incentive Award Determination

    Fiscal 2023 Annual Incentive Award Determination The following table sets forth the range of potential award payouts and the total determined payouts for Mr. Nielsen and Mr. Peyovich under Parts 1 and 2 of the annual incentive plan for fiscal 2023:

  58. Fiscal 2023 Annual Incentive Award Determination

    | Name | Target Award as Percentage of Base Salary | Range of Potential Payout | | | Determined Payout | Determined Award as Percentage of Target | Determined Award as Percentage of Base Salary | | | | Minimum | Target | Maximum | | | | | Steven E. Nielsen | 115% | $— | $1,311,000 | $2,622,000 | $2,622,000 | 200% | 230% | | Daniel S. Peyovich | 85% | $— | $616,250 | $1,232,500 | $1,232,500 | 200% | 170% |

  59. Fiscal 2023 Annual Incentive Award Determination

    The determined payouts for Mr. Nielsen and Mr. Peyovich are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 51 of this Proxy Statement.

  60. Part 1 of Annual Incentive Plan

    Part 1 of Annual Incentive Plan The payout for Mr. Nielsen and Mr. Peyovich under Part 1 of the plan was determined by evaluating the earnings quality for fiscal 2023 in relation to operating margin performance against a pre-established threshold percentage of 1.0% of contract revenues to reflect the projected operating environment for fiscal 2023. Each year, the Compensation Committee reviews the Company’s prior year performance, together with the forecasted financial results for the current fiscal year, and adjusts the threshold percentage of contract revenues in a manner that is anticipated to be challenging, yet achievable. This threshold percentage has historically ranged from 1% to 4%. The threshold percentage of contract revenues used to evaluate earnings quality for fiscal 2023 was set at 1.0% from the 2.0% threshold percentage that had been established for fiscal 2022, to reflect the forecasted financial results associated with fiscal 2023.

  61. Part 1 of Annual Incentive Plan

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  62. Part 1 of Annual Incentive Plan

    The performance goals established by the Compensation Committee for fiscal 2023 applied a pre-established payout percentage described below to the Company’s operating earnings (before asset impairments, annual incentive plan compensation, amounts associated with the extinguishment of debt or modification or termination of debt-related agreements, the after-tax impact of amounts attributable to changes to the Company’s capital structure (debt or equity), the impact of certain accounting charges and amounts for amortization of debt discount) (“Operating Earnings”) above a pre-established threshold percentage of contract revenues. The pre-established payout percentage varies as a function of the Company’s cash flow ratio, which is measured as the ratio of operating cash flow to net income before asset impairments, annual incentive plan compensation for the individual, amounts associated with changes to the Company’s capital structure (debt or equity), including premium or other amounts associated with the extinguishment, modification or termination of debt and debt-related agreements and amounts associated with the issuance of new debt or equity instruments, payments made to a customer to obtain a new contract or extend or modify an existing contract, and amounts for amortization of debt discount. For purposes of determining net income before asset impairments and annual incentive plan compensation for the individual only, (i) the provision for income taxes excludes any impact of the application of FASB Accounting Standards Update No. 2016-09; and (ii) the impact on the Company’s income taxes resulting from the re-measurement of certain assets and liabilities under Tax Reform is also excluded. Each fiscal year, the Compensation Committee reviews each of the elements included in the annual incentive plan and sets performance goals that reflect the Compensation Committee’s assessment of the Company’s earnings potential, projected operating environment and the general economic climate. Accordingly, performance goals may vary from year to year in order to ensure that an appropriate base level of performance is achieved before any award is paid out, subject to the discretion of the Compensation Committee as described above. This review also ensures that the annual incentive plan performs as designed and incents superior performance aligned with achieving the Company’s strategic goals and operating plans. As part of its review for fiscal 2023, the Compensation Committee reviewed both the levels of the Company’s cash flow ratio and the pre-established payout percentages to appropriately reflect the Company’s projected operating environment and its impact on working capital. For fiscal 2023, the Compensation Committee did not modify the Company’s cash flow ratio but did adjust the pre-established payout percentages to increase them for each of Mr. Nielsen and Mr. Peyovich based upon expectations for fiscal 2023. The Compensation Committee determined that these modifications were necessary to ensure that the payout level under Part 1 continued to incent the plan participants for superior performance. For fiscal 2023, the range of pre-established payout percentages was as follows:

  63. Part 1 of Annual Incentive Plan

    | | Pre-established Payout Percentage of Eligible Operating Earnings Above Threshold Contract Revenues | | | Cash Flow Ratio(1) | Steven E. Nielsen | Daniel S. Peyovich | | less than or equal to 0.25 | 0.75% | 0.49% | | 0.50 | 1.12% | 0.60% | | 1.00 | 1.49% | 0.71% | | greater than or equal to 2.00 | 2.07% | 0.99% |

  64. Part 1 of Annual Incentive Plan

    | (1) Results between 0.25 and 0.50, 0.50 and 1.00, and 1.00 and 2.00 are interpolated between the nearest two payout percentages based on the actual cash flow ratio achieved. |

  65. Part 1 of Annual Incentive Plan

    The use of a threshold amount of contract revenues ensures that the Company’s performance exceeds a pre-established base level before any award is earned. Thus, under Part 1 of the plan, no incentive award is earned unless a base level of annual performance has been achieved. The reliance on cash flow and earnings measures in determining the payout amount reflects the importance to the Company of both operating margins and cash flow discipline. The fiscal 2023 performance goals were structured so that acceptable margins without solid cash flows would have resulted in only a partial award payment, while solid cash flows absent acceptable margins would have resulted in no award payment at all. Once the threshold percentage is achieved, only incremental cash flows and incremental Operating Earnings generate an increase to the award payout. The use of both Operating Earnings and cash flow as performance measures ensures that only high-quality earnings and operating cash flow discipline result in the payout of awards, as both income statement and balance sheet performance is required.

  66. Part 1 of Annual Incentive Plan

    | 2023 Proxy Statement | 41 |

  67. Part 1 of Annual Incentive Plan

    As a result of the Company’s annual performance for fiscal 2023, Operating Earnings were above the threshold contract revenues and the payout ratio percentage and cash flow ratios were exceeded applicable to each of Mr. Nielsen and Mr. Peyovich. Following the completion of audited financial results for fiscal 2023, the Compensation Committee certified the level achieved of the performance goals. The following table sets forth the results achieved against the performance goals and the determined payouts for Mr. Nielsen and Mr. Peyovich under Part 1:

  68. Part 1 of Annual Incentive Plan

    | | | | | | Determined Payout under Part 1 | | | | Name | Eligible Operating Earnings Above Threshold Contract Revenues Attained | Percentage of Maximum Amount Attained | Cash Flow Ratio | Payout Ratio Percentage | Maximum Payout as a Percentage of Base Salary(1) | Determined Payout as a Percentage of Base Salary(1) | Determined Payout | | Steven E. Nielsen | $144,659,023 | 100.0% | 1.177 | 1.59% | 170% | 170% | $1,938,000 | | Daniel S. Peyovich | $143,269,523 | 100.0% | 1.186 | 0.76% | 126% | 126% | $913,500 |

  69. Part 2 of Annual Incentive Plan

    Part 2 of Annual Incentive Plan The Compensation Committee initially considers the payout level under Part 1 of the plan when determining whether Mr. Nielsen and Mr. Peyovich should be awarded a payout under Part 2 of the plan. The Compensation Committee, in its discretion, then considers other financial, non-financial performance and individual performance factors to determine whether the payout level under Part 2 should deviate from the payout level under Part 1 of the plan. For fiscal 2023, the maximum payout as a percentage of base salary available under Part 2 of the plan was 60.0% for Mr. Nielsen and 44.0% for Mr. Peyovich. In making its decisions with respect to the amount to be paid to Mr. Nielsen and Mr. Peyovich under Part 2 for fiscal 2023, the Compensation Committee considered the payout level under Part 1 of the plan and concluded that the Determined Payout under Part 1 of the plan was warranted and no discretionary adjustments to the payout were necessary. As a result, the Compensation Committee determined that Mr. Nielsen and Mr. Peyovich should be awarded the maximum payout under Part 2 of the plan. The following table sets forth the amounts determined for Mr. Nielsen and Mr. Peyovich under Part 2:

  70. Part 2 of Annual Incentive Plan

    | | | Determined Payout under Part 2 | | | Name | Percentage of Maximum Amount Attained | Determined Payout as a Percentage of Base Salary | Determined Award Payout | | Steven E. Nielsen | 100% | 60% | $684,000 | | Daniel S. Peyovich | 100% | 44% | $319,000 |

  71. Annual Cash Incentive Awards—Named Executive Officers other than Chief Executive Officer and Chief Operating Officer

    Annual Cash Incentive Awards—Named Executive Officers other than Chief Executive Officer and Chief Operating Officer Each fiscal year, the Chief Executive Officer prepares a recommendation to the Compensation Committee regarding annual cash incentive awards for each of the other Named Executive Officers, other than the Chief Operating Officer. References under this subheading to other Named Executive Officers exclude the Chief Executive Officer and the Chief Operating Officer. The Chief Executive Officer’s recommendations result from a two-step analysis. First, the overall financial performance of the Company is evaluated in order to determine the appropriate level of total annual cash incentive awards for all eligible employees, including the other Named Executive Officers. Second, the Chief Executive Officer evaluates the individual performance of the other Named Executive Officers against ranges of annual award opportunities that were established at the beginning of the fiscal year and correspond to minimum and maximum percentages of base salary earned for the fiscal period. The purpose of this process is to ensure that individual awards reflect an appropriate balance between the overall financial performance of the Company and the individual executive’s performance.

  72. Annual Cash Incentive Awards—Named Executive Officers other than Chief Executive Officer and Chief Operating Officer

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  73. Annual Cash Incentive Awards—Named Executive Officers other than Chief Executive Officer and Chief Operating Officer

    The Chief Executive Officer presents his evaluation of the individual performance of the other Named Executive Officers and his recommendations regarding the annual cash incentive compensation for each of those officers to the Compensation Committee during the first quarter of the following fiscal year. Within the overall context of the financial performance of the Company, this evaluation depends on an overall analysis, including subjective elements, of the effectiveness of the individual executive and their ability to meet Company expectations. After reviewing the recommendations of the Chief Executive Officer, the Company’s financial performance for fiscal 2023 and the individual performances of each of Mr. DeFerrari, Mr. Lawson and Mr. Urness, the Compensation Committee determined the cash incentive awards set forth below for fiscal 2023.

  74. Annual Cash Incentive Awards—Named Executive Officers other than Chief Executive Officer and Chief Operating Officer

    | ● | Mr. DeFerrari was awarded $548,100, or 94.5% of his fiscal 2023 base salary, compared to $278,500, or 50% of his base salary for fiscal year 2022. This amount reflected Mr. DeFerrari’s continued leadership and management of the Company’s financial function. | | ● | Mr. Lawson was awarded $69,231, or 60.0% of his fiscal 2023 base salary, which was prorated to reflect his commencement of employment with the Company on October 10, 2022. This amount reflected Mr. Lawson’s contributions to the Company’s human resources function. | | ● | Mr. Urness was awarded $427,500, or 85.5% of his fiscal 2023 base salary, compared to $210,000, or 44% of his base salary for fiscal year 2022. This amount reflected Mr. Urness’ continued leadership and management of the Company’s strategic legal issues. | | ● | Mr. Horton ceased to be employed with the Company, effective April 20, 2022, and was therefore not entitled to receive a cash incentive award for fiscal 2023. Mr. Horton received severance amounts and benefits as contemplated by his employment agreement and as further described in the Section “Potential Payments Upon Termination of employment or Change of Control” on page 61. |

  75. Annual Cash Incentive Awards—Named Executive Officers other than Chief Executive Officer and Chief Operating Officer

    The annual incentive awards paid to each of the other Named Executive Officers is set forth in the “Bonus” column of the Summary Compensation Table on page 51 of this Proxy Statement.

  76. Long-Term Equity-Based Compensation

    Long-Term Equity-Based Compensation During fiscal 2023, Named Executive Officers were eligible to receive grants of long-term equity-based compensation awards under the Company’s 2012 Long-Term Incentive Plan. Equity-based awards made to the Named Executive Officers have historically consisted of time vesting restricted stock units, performance-based restricted stock units and time vesting stock options. Each year, the Compensation Committee determines which mix of equity-based instruments will best achieve the objectives of the executive compensation program. In making this determination, the Compensation Committee takes into consideration key business priorities, Peer Group trends, potential shareholder dilution, general business and industry conditions, the general economic environment, the Company’s strategic business objectives and each Named Executive Officer’s experience, skills and potential contributions to Company performance. Using these factors, the Compensation Committee sets meaningful objectives for the Company’s annual performance goals. In addition, the Compensation Committee considers the long-term incentive value of the equity-based awards to the Named Executive Officers as balanced against the corresponding compensation expense to the Company. As a result, this allocation of equity-based instruments may vary from year to year because of changes to one or more of the foregoing factors. The Compensation Committee granted long-term equity awards to the Named Executive Officers in March 2022 and intends to consider making grants of long-term equity awards each March. While the Compensation Committee does not use a fixed percentage or formula, it generally targets the aggregate value of such long-term equity awards to the median of comparable positions in the Peer Group. For Named Executive Officers other than the Chief Executive Officer, individual long-term equity awards are recommended by the Chief Executive Officer for consideration and approval by the Compensation Committee. In limited instances, long-term equity awards may also be granted to recognize outstanding performance during the year or at the initiation of employment for newly hired key executives. During fiscal 2023, no equity awards were made to the Named Executive Officers outside of the Company’s regular equity grant cycle in March 2022, except for an equity grant of time vesting restricted stock units, which was made to Mr. Lawson in October 2022, in connection with his appointment as the Company’s Vice President and Chief Human Resources Officer.

  77. Long-Term Equity-Based Compensation

    | 2023 Proxy Statement | 43 |

  78. Long-Term Equity-Based Compensation

    For fiscal 2023, the Compensation Committee determined that a 40%, 40% and 20% allocation among performance vesting restricted stock units, time vesting stock options and time vesting restricted stock units (based on the grant date values provided to the Compensation Committee by the Compensation Consultant) would be appropriate for long-term equity awards to be granted to the Chief Executive Officer and the Chief Operating Officer. The Compensation Committee determined this allocation was appropriate for the Chief Executive Officer and Chief Operating Officer to properly incentivize their performance for fiscal 2023 and to reward their contributions to Company performance. Also, in connection with the commencement of his employment, Mr. Lawson was awarded a one-time grant of time vesting restricted stock units with an aggregate fair value equal to $350,000 based upon the closing price of the Company’s common stock on October 7, 2022, 25% of which will vest annually on each of the four anniversaries of the grant date, subject to Mr. Lawson’s continued employment with the Company. In March 2022, the Compensation Committee also determined that a 47.5% allocation of time vesting restricted stock units and 52.5% allocation of performance vesting restricted stock units would be appropriate for the other Named Executive Officers, including Messrs. DeFerrari, Horton and Urness. The Compensation Committee determined this allocation was appropriate for retaining these executive officers and rewarding their contributions to Company performance. The Compensation Committee’s usual practice in determining the number of performance vesting restricted stock units, time vesting restricted stock units and stock options to be awarded to the Named Executive Officers, is to use the average closing price of the Company’s common stock on the New York Stock Exchange for the 45-day trading period ending on the second trading day prior to the applicable date of grant; provided that the 45-day average may not be more than 5% above or below the actual stock price at the end of such 45-day period. This methodology generally reduced the risk that short-term movements in the Company’s stock price could positively or negatively impact the determination of the number of units or options to be awarded.

  79. Performance-Vesting Restricted Stock Units

    Performance-Vesting Restricted Stock Units Performance-vesting restricted stock units focus on long-term operational performance, which creates shareholder value, while stock options and time vesting restricted stock units emphasize the Company’s commitment to shareholder return. These grants are designed to align the interests of our executives with those of shareholders by encouraging executives to enhance the value of the Company and, hence, the price of the Company’s stock. Furthermore, these long-term equity awards contain vesting provisions that require continuous service over multiple years and thereby promote executive retention. Except with respect to certain terminations following a change of control of the Company, continued employment at the time of vesting generally is required with respect to long-term equity awards. On March 28, 2022, the Compensation Committee granted performance-vesting restricted stock units to each of the Named Executive Officers in line with the Company’s pay-for-performance goals. These performance-vesting restricted stock units vest in three annual installments on each of March 30, 2023, March 30, 2024 and March 30, 2025, subject to the Company achieving annual pre-tax income and operating cash flow goals (the “Annual Goals”) pre-established by the Compensation Committee for the applicable four-quarter period (a “Performance Year”) ending on the last day of fiscal 2022, 2023 and 2024, respectively, consistent with the performance measurement period for outstanding performance vesting restricted stock units granted previously. We believe the use of annual operating performance goals demonstrates our commitment to pay-for-performance objectives as it keeps our executives focused on delivering results year-over-year that are aligned with enhancing shareholder value. As discussed below, in addition to the performance units earned when Annual Goals are met, each year the Named Executive Officers have the opportunity to earn supplemental restricted stock units if the Company achieves cumulative qualifying earnings and operating cash flow ratio goals based on the previous three applicable four-quarter periods (the “Three-Year Goals”). Upon the satisfaction of the relevant vesting requirements discussed below, each performance-vesting restricted stock unit is settled for one share of Company common stock. The awards of performance-vesting restricted stock units granted to the Named Executive Officers for fiscal 2023 totaled $3,299,159 in aggregate share value, based on the grant date fair value as of March 28, 2022. The Named Executive Officers received the following percentages of their respective base salaries in the form of performance vesting restricted stock units: Mr. Nielsen, 117%; Mr. DeFerrari, 115%; Mr. Peyovich, 87%; Mr. Urness, 83%. Mr. Horton received a grant equal to 61% of his base salary, which was cancelled in connection with his cessation of employment with the Company on April 20, 2022. In October 2022, Mr. Lawson received a grant equal to 93% of his base salary in connection with his appointment as the Company’s Chief Human Resources Officer.

  80. Performance-Vesting Restricted Stock Units

    | 44 | |

  81. Performance-Vesting Restricted Stock Units

    For the annual performance unit awards granted in fiscal 2023 to vest, the Company’s operating earnings with respect to the performance awards (before asset impairments, performance unit compensation, amounts recorded for changes to the Company’s capital structure (debt or equity), including premium or other amounts associated with the extinguishment, modification or termination of debt and debt-related agreements, and amounts associated with the issuance of new debt or equity instruments, and the impact of certain accounting charges and amounts for amortization of debt discount) (the “Performance Awards Operating Earnings”) for the relevant Performance Year must exceed certain pre-established targets, which are set forth as a percentage of contract revenue. If Performance Awards Operating Earnings exceed the pre-established threshold target, the potential annual payout is determined based upon the ratio of operating cash flow to qualifying net income that is achieved for the relevant Performance Year. The components of the Annual Goals and the potential vesting percentage and annual payout of performance-vesting restricted stock units are set forth in the following table:

  82. Performance-Vesting Restricted Stock Units

    | Performance Year Qualifying Performance Awards Operating Earnings | Potential Vesting Percentage(1) | Performance Year Ratio of Operating Cash Flow to Qualifying Net Income(2) | Award Payout Percentage | | 2.5% or less of Contract revenue | None | Less than 0.25 | 75% | | 5.0% or more of Contract revenue | 100% | 1.0 or greater | 100% |

  83. Performance-Vesting Restricted Stock Units

    | (1) For qualifying Performance Awards Operating Earnings between 2.5% and 5.0% of contract revenue, the percentage of the potential award vesting is interpolated between 0% and 100%. | | (2) For cash flow ratios between 0.25 and 1.0, the percentage of the potential award vesting is interpolated between 75% and 100%. |

  84. Performance-Vesting Restricted Stock Units

    Due to the vesting requirements and the general uncertainty regarding the economy, including the industry in which the Company operates, the likelihood that the pre-established targets described above will be achieved may vary greatly from year to year. The use of a threshold amount ensures that performance exceeded a pre-established base level before any award is earned. The reliance on earnings and cash flow measures in determining the level of vesting reflects the importance to the Company of both operating margins and cash flows. Similar to the annual incentive plan, no award is earned absent acceptable margins and the level of award is reduced if the pre-established cash flow ratio is not met. The Compensation Committee believes that performance targets are set at a level consistent with superior performance. If the Three-Year Goals are achieved, the Named Executive Officers will each vest in additional restricted stock units of up to 100% of the number of performance units vesting in that year upon the satisfaction of the relevant Annual Goals. Vesting of these supplemental units occurs only if cumulative Performance Awards Operating Earnings for the previous three-year periods exceed certain pre-established targets, which are set forth as a percentage of contract revenue for the previous three applicable three-year periods. No supplemental units will vest if the cash flow ratio does not equal or exceed 0.50, in each case over the same cumulative three-year periods. The components of the Three-Year Goals for fiscal 2023 and the potential payout of performance units are set forth in the following table:

  85. Performance-Vesting Restricted Stock Units

    | Cumulative Qualifying Earnings for the Applicable Three-Year Period | Potential Vesting Percentage(1) | Cumulative Ratio of Operating Cash Flow to Qualifying Net Income for the Applicable Three-Year Period(2) | Supplemental Payout Percentage | | 5.0% or less of Contract revenue | None | Less than 0.50 | 0% | | 10% of Contract revenue or greater | 100% | 1.0 or greater | 100% |

  86. Performance-Vesting Restricted Stock Units

    | (1) For qualifying earnings between 5.0% and 10% contract revenue, the percentage of the potential award vesting is interpolated between 0% and 100%. | | (2) For cash flow ratios between 0.50 and 1.0, the percentage of the potential award vesting is interpolated between 0% and 100%. |

  87. Performance-Vesting Restricted Stock Units

    | 2023 Proxy Statement | 45 |

  88. Performance-Vesting Restricted Stock Units

    Supplemental units are only earned when the Annual Goals are met. Consequently, strong prior performance does not ensure vesting if unaccompanied by current performance. The three-year performance required to earn supplemental units is more difficult to achieve than that required to earn an annual target award and is based on the Company’s three-year cumulative Performance Awards Operating Earnings (adjusted as described above) as a percentage of contract revenue and three-year cumulative operating cash flow performance attained. The performance measures selected, operating margin and cash flow, require both income statement and balance sheet performance on a three-year cumulative basis. These performance measures provide that good margins without acceptable cash flows result in reduced vesting of the annual awards or the elimination of vesting of any supplemental awards, while acceptable cash flows absent acceptable margins result in no vesting. Information regarding the fair market value and target number of performance-vesting restricted stock units granted to the Named Executive Officers for fiscal 2023 is set forth in the Grant of Plan-Based Awards Table on page 52 of this Proxy Statement.

  89. Determination of Annual Awards

    Determination of Annual Awards The Named Executive Officers (other than Mr. Lawson, whose employment commenced on October 10, 2022), were each granted awards of performance vesting restricted stock units for fiscal 2022 and fiscal 2023. No performance vesting restricted stock units were granted for fiscal 2021 due to the volatility of the Company’s stock as a result of the Covid-19 pandemic, except for Mr. Nielsen who was granted performance vesting restricted stock units for fiscal 2021 to reflect his increased responsibility for the Company’s overall performance and strategic execution. Based on the Company’s performance for fiscal year 2023, the Named Executive Officers will vest in the following percentages of their respective target annual awards with respect to their fiscal 2023, 2022 and 2021 grants of performance vesting restricted stock, as applicable:

  90. Determination of Three-Year Awards

    Determination of Three-Year Awards Based on the Company’s performance for each of fiscal 2023, 2022 and 2021, the Named Executive Officers (other than Messrs. DeFerrari, Peyovich, Horton and Urness who did not receive a grant of performance vesting restricted stock in fiscal 2021 due to the market volatility caused by the Covid-19 pandemic and Mr. Lawson whose employment commenced with the Company on October 10, 2022), will vest in the following percentages of their respective three-year awards with respect to their fiscal 2023, 2022 and fiscal 2021 grants of performance vesting restricted stock, as applicable:

  91. Stock Options

    Stock Options Stock options align employees’ incentives with those of the Company’s shareholders because stock options have value only if the Company’s stock price increases from the date of grant. Stock options also inherently reward performance, as it is the Company’s performance over an extended period that causes the value of its common stock, and the value of the stock options, to increase. In March 2022, the Compensation Committee granted time vesting stock options having an aggregate grant date value of approximately $2,019,858 based on the Black-Scholes model valuation to the Chief Executive Officer and the Chief Operating Officer at an exercise price equal to the closing price of the underlying Company common stock on the date of grant. The value of the individual stock option grant received by Mr. Nielsen and Mr. Peyovich was approximately 120% and 90% of their base salaries for fiscal 2023, respectively. No stock options were granted to Mr. DeFerrari, Mr. Lawson, Mr. Urness or Mr. Horton for fiscal 2023. Information regarding stock options awarded during fiscal 2023 is shown in the Grant of Plan-Based Awards Table on page 52 of this Proxy Statement.

  92. Time Vesting Restricted Stock Units

    Time Vesting Restricted Stock Units A time vesting restricted stock unit is designed to enhance retention of the Named Executive Officers by rewarding continued employment, as terminating employment generally results in the forfeiture of the unvested awards. This retention effect is further enhanced if the price of the Company’s common stock increases.

  93. Time Vesting Restricted Stock Units

    | 2023 Proxy Statement | 47 |

  94. Time Vesting Restricted Stock Units

    Because the value of time vesting restricted stock units increases as the market value of the Company’s common stock increases, time vesting restricted stock units also incent award recipients to drive performance that leads to improvement in the market value of the Company’s common stock. The shares of common stock received by the Named Executive Officers (other than the Chief Executive Officer) upon vesting of the time vesting restricted stock units are subject to shareholding requirements. See “Stock Ownership Guidelines for the Chief Executive Officer” and “Shareholding Requirements” beginning on page 49 of this Proxy Statement. In March 2022, the Compensation Committee granted time vesting restricted stock units having an aggregate grant date value of approximately $2,537,072 to the Named Executive Officers, except for Mr. Lawson whose employment commenced on October 10, 2022. The value of these individual grants was approximately 58% of Mr. Nielsen’s base salary, 104% of Mr. DeFerrari’s base salary, 44% of Mr. Peyovich’s base salary, 75% of Mr. Urness’ base salary, and 55% of Mr. Horton’s salary for fiscal 2023. Mr. Horton’s grant was cancelled in connection with his cessation of employment with the Company on April 20, 2022. Mr. Lawson was granted time vesting restricted stock units equal to approximately 93% of his base salary on October 10, 2022 in connection with his appointment as the Company’s Vice President and Chief Human Resources Officer. Information regarding the fair value and the number of time-vesting restricted stock units that the Named Executive Officers were granted during fiscal 2023 is shown in the Grant of Plan-Based Awards Table on page 52 of this Proxy Statement.

  95. Severance and Change of Control Benefits

    Severance and Change of Control Benefits Messrs. Nielsen, DeFerrari, Peyovich, Lawson and Urness are provided with severance benefits under individual arrangements negotiated with the Company. The Company provides for the payment of severance benefits to these executives upon certain types of employment terminations both on or prior to and following a change of control. The terms and payment amounts reflect the Compensation Committee’s determination of competitive practices at those companies that the Company competes with for executive talent at the time the arrangements were entered into and were based, in part, on market information provided by its independent compensation consultant. Mr. Horton ceased to be employed by the Company, effective April 20, 2022. In connection with his separation, Mr. Horton received severance amounts and benefits as contemplated by his employment agreement with the Company, subject to his continued compliance with certain restrictive covenants and his execution of a separation agreement. The terms of the individual arrangements and Mr. Horton’s separation payments are described below under “Employment and Separation Agreements” beginning on page 62 of this Proxy Statement, and a calculation of the estimated severance benefits that would be payable to each executive under their respective arrangements upon the occurrence of certain events, is set forth under the Potential Payments Upon Termination of Employment or Change of Control table beginning on page 61 of this Proxy Statement.

  96. Shareholding Requirements

    Shareholding Requirements Named Executive Officers (other than the Chief Executive Officer) and other key employees who receive awards of time vesting restricted stock and time vesting restricted stock units are generally subject to shareholding requirements, which require them to retain a number of shares that vest from certain equity awards on account with the Company’s stock transfer agent in an amount that is equal in value to the recipient’s base salary then in effect. Once that threshold is reached, the recipient is free to sell shares in excess of that threshold with respect to those equity awards, but must continue to hold those shares required to satisfy the applicable threshold during the term of their employment with the Company. Reflecting these requirements, as of January 28, 2023, Company employees (other than the Chief Executive Officer) collectively held, on account with the Company’s stock transfer agent, a total of approximately 122,311 shares. As of January 28, 2023, all of the Named Executive Officers had either exceeded their respective goals or are expected to make satisfactory progress towards achieving their goals during fiscal 2024. The table below presents the number of shares held individually by the Named Executive Officers (other than the Chief Executive Officer) pursuant to this shareholding requirement, as well as the total number of shares held individually by the Named Executive Officers (other than the Chief Executive Officer), in each case, as of January 28, 2023:

  97. Shareholding Requirements

    | (1) Mr. Lawson commenced his employment with the Company on October 10, 2022. As such, he has no vested restricted stock as of January 28, 2023. |

  98. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth the compensation of our Chief Executive Officer, Chief Financial Officer and the next three highest paid individuals serving as executive officers on January 28, 2023.

  99. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2)(3)(4) | Option Awards(2) | Non-Equity Incentive Plan Compensation(1) | All Other Compensation(5) | Total(6) | | Steven E. Nielsen President and Chief Executive Officer | 2023 | $1,140,000 | $— | $1,993,378 | $1,369,392 | $2,622,000 | $6,668 | $7,131,438 | | | 2022 | $1,092,000 | $— | $1,760,679 | $1,193,495 | $750,000 | $5,778 | $4,801,952 | | | 2021 | $868,269 | $— | $1,231,419 | $926,138 | $2,205,000 | $4,455 | $5,235,281 | | H. Andrew DeFerrari Senior Vice President, Chief Financial Officer and Treasurer | 2023 | $580,000 | $548,100 | $1,275,559 | $— | $— | $6,498 | $2,410,157 | | | 2022 | $557,000 | $278,500 | $1,126,685 | $— | $— | $3,581 | $1,965,766 | | | 2021 | $491,825 | $500,000 | $827,007 | $— | $— | $4,020 | $1,822,852 | | Daniel S. Peyovich Executive Vice President and Chief Operating Officer | 2023 | $725,000 | | $946,823 | $650,466 | $1,232,500 | $4,970 | $3,559,759 | | | 2022 | $641,731 | $486,265 | $767,292 | $362,444 | $313,735 | $44,246 | $2,615,713 | | | 2021 | $43,269 | $450,000 | $1,399,534 | $— | $— | $273,772 | $2,166,575 | | Jason T. Lawson(7) Vice President and Chief Human Resources Officer | 2023 | $115,385 | $169,231 | $345,497 | $— | $— | $111 | $630,224 | | | 2022 | $— | $— | $— | $— | $— | $— | $— | | | 2021 | $— | $— | $— | $— | $— | $— | $— | | Ryan F. Urness Vice President, General Counsel and Secretary | 2023 | $500,000 | $427,500 | $788,987 | $— | $— | $4,376 | $1,720,863 | | | 2022 | $476,684 | $210,000 | $651,168 | $— | $— | $2,845 | $1,340,697 | | | 2021 | $420,889 | $375,000 | $507,099 | $— | $— | $3,778 | $1,306,766 | | Scott P. Horton(8) Former Vice President and Chief Human Resources Officer | 2023 | $93,692 | $— | $485,987 | $— | $— | $543,222 | $1,122,901 | | | 2022 | $401,700 | $145,000 | $391,857 | $— | $— | $2,978 | $941,535 | | | 2021 | $386,250 | $265,000 | $290,558 | $— | $— | $— | $941,808 |

  100. SUMMARY COMPENSATION TABLE

    | (1) For fiscal 2023, shows incentive compensation awards under the Annual Incentive Plan and bonuses, in each case as determined by the Compensation Committee. Mr. Lawson commenced his employment with the Company on October 10, 2022. During fiscal 2023, Mr. Lawson was entitled to a one-time “make whole” cash payment of $100,000 paid in October 2022, subject to Mr. Lawson’s continued employment with the Company. This “make whole” payment was intended to replace a portion of Mr. Lawson’s then existing cash and equity awards from his former employer, which were forfeited. | | (2) Amounts in these columns represent the aggregate grant date fair value of stock and option awards granted during the relevant fiscal years computed in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 718, Compensation-Stock Compensation (“FASB ASC 718”). These amounts do not reflect whether the recipient has actually realized or will realize a financial benefit from the awards (such as by exercising stock options). For performance-based awards included in the “Stock Awards” column, the grant date fair value assumes that the Company achieves target performance measures for the applicable performance periods rather than the maximum potential value. Please refer to “—Compensation Discussion and Analysis—Long-Term Equity-Based Compensation” beginning on page 43 of this Proxy Statement for a description of the performance vesting restricted stock units, stock options and time vesting restricted stock units (see footnote 3 below for the maximum potential value of the performance vesting restricted stock units). For information on the valuation assumptions used in these computations, see Note 18 to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for fiscal 2023. The terms applicable to the stock awards and the option awards granted for fiscal 2023 are set forth below in the Grant of Plan-Based Awards Table. | | (3) The maximum potential grant date fair value for the fiscal 2023 performance vesting restricted stock units in the “Stock Awards” column for Mr. Nielsen was $2,657,772. The number of performance vesting restricted stock units that will vest could be zero, depending on performance over the relevant period. The value realized of any units that vest will depend on the stock price at the time of vesting. | | (4) The grant date fair value for the fiscal 2023 time vesting restricted stock units included in the “Stock Awards” column was as follows: Mr. Nielsen — $664,492; Mr. DeFerrari — $605,900; Mr. Peyovich — $315,575; Mr. Horton — $230,856; and Mr. Urness — $374,752. The value realized will depend on the stock price at the time of vesting. | | (5) All Other Compensation for fiscal 2023 consists of (i) Company contributions to the Dycom Industries, Inc. Retirement Savings Plan (Mr. Nielsen — $5,275; Mr. DeFerrari — $5,166; Mr. Peyovich — $3,638; Mr. Horton — $717; Mr. Urness — $3,044; Mr. Lawson — $0); (ii) premiums paid by the Company for group term life and long-term disability insurance (Mr. Nielsen — $1,393; Mr. DeFerrari — $1,332; Mr. Peyovich — $1,332; Mr. Horton — $444; Mr. Urness — $1,332; Mr. Lawson — $111); (iii) severence payment to Mr. Horton — $542,061. | | (6) Represents total of all columns in table. | | (7) Mr. Lawson commenced his employment with the Company on October 10, 2022. | | (8) Mr. Horton ceased to be employed effective as April 20, 2022. |

  101. SUMMARY COMPENSATION TABLE

    | 2023 Proxy Statement | 51 |

  102. GRANT OF PLAN-BASED AWARDS TABLE

    GRANT OF PLAN-BASED AWARDS TABLE The following table sets forth certain information with respect to grants of restricted stock units and stock options under the 2012 Long-Term Incentive Plan and the potential range of awards that were approved under the Annual Incentive Plan for each of the Named Executive Officers for fiscal 2023.

  103. GRANT OF PLAN-BASED AWARDS TABLE

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | All Other Option Awards: Number of Securities Underlying Options(4) | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards(5) | | Name | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Steven E. Nielsen | 03/28/2022 | $— | $1,311,000 | $2,622,000 | — | — | — | — | — | $— | $— | | | 03/28/2022 | $— | $— | $— | — | 13,631 | 27,262 | — | — | | $1,328,886 | | | 03/28/2022 | $— | $— | $— | — | — | — | 6,816 | — | $— | $664,492 | | | 03/28/2022 | $— | $— | $— | — | — | — | | 22,383 | $97.49 | $1,369,392 | | H. Andrew DeFerrari | 03/28/2022 | $— | $— | $— | — | 6,869 | 13,738 | — | — | $— | $669,659 | | | 03/28/2022 | $— | $— | $— | — | — | — | 6,215 | — | $— | $605,900 | | Daniel S. Peyovich | 03/28/2022 | $— | $616,250 | $1,232,500 | — | — | — | | — | $— | $— | | | 03/28/2022 | $— | $— | $— | — | 6,475 | 12,950 | | — | $— | $631,248 | | | 03/28/2022 | $— | $— | $— | — | — | — | 3,237 | — | $— | $315,575 | | | 03/28/2022 | $— | $— | $— | — | — | — | | 10,632 | $97.49 | $650,466 | | Jason T. Lawson | 10/10/2022 | $— | $— | $— | — | — | — | 3,528 | — | $— | $345,497 | | Ryan F. Urness | 03/28/2022 | $— | $— | $— | — | 4,249 | 8,498 | | — | $— | $414,235 | | | 03/28/2022 | $— | $— | $— | — | | | 3,844 | | | $374,752 |

  104. GRANT OF PLAN-BASED AWARDS TABLE

    | (1) For fiscal 2023, shows incentive compensation awards under the Annual Incentive Plan and bonuses, in each case as preliminarily determined by the Compensation Committee subject to discretionary adjustment. | | (2) Represents performance vesting restricted stock units (“PRSUs”) awarded in fiscal 2023 under the Company’s 2012 Long-Term Incentive Plan. The PRSUs vest in three substantially equal annual installments commencing on or about the anniversary of the date of grant, subject to meeting certain one-year performance measures. The Named Executive Officers also have an opportunity to vest in supplemental units if the Company satisfies certain three-year performance measures. The relevant one- and three-year performance periods will end on the last day of each of fiscal 2023, fiscal 2024 and fiscal 2025. | | (3) Represents time vesting restricted stock units (“TRSUs”) granted under the Company’s 2012 Long-Term Incentive Plan. The TRSUs generally vest in four equal annual installments commencing on the anniversary date of the grant. | | (4) Represents stock options granted under the Company’s 2012 Long-Term Incentive Plan. The stock options vest in four equal annual installments commencing on the anniversary of the date of the grant. | | (5) The amounts in this column do not represent amounts that Named Executive Officers received or are entitled to receive. As required by SEC rules, this column represents the grant date fair value of PRSUs at target amounts, TRSUs, and stock options granted to the Named Executive Officers during fiscal 2023. The grant date fair value is the amount that the Company will recognize in its financial statements over the award’s vesting schedule, subject to any forfeitures. For PRSUs, the Company will recognize expense only to the extent performance measures are achieved. The grant date fair value was determined under FASB ASC 718. See Note 18 to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for fiscal 2023 regarding assumptions underlying valuation of equity awards. | | (6) Mr. Horton’s unvested PRSUs and TRSUs were forfeited and cancelled upon separation from the Company on April 20, 2022 and therefore had no grants for FY23. |

  105. GRANT OF PLAN-BASED AWARDS TABLE

    | 52 | |

  106. OUTSTANDING EQUITY AWARDS TABLE

    OUTSTANDING EQUITY AWARDS TABLE The following table sets forth certain information with respect to all outstanding equity awards held by each of the Named Executive Officers as of January 28, 2023.

  107. OUTSTANDING EQUITY AWARDS TABLE

    | | | Option Awards(1) | | | | Stock Awards(2) | | | | | Name | Date of Grant | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units that Have Not Vested | Market Value of Shares or Units that Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested | Equity Incentive Plan Awards: Market Value or Payout of Unearned Shares, Units, or Other Rights that Have Not Vested | | Steven E. Nielsen | 12/14/2015 | 20,953 | — | $78.20 | 12/14/2025 | | | | | | | 12/14/2016 | 21,611 | — | $78.46 | 12/14/2026 | | | | | | | 10/02/2017 | 10,674 | — | $85.15 | 10/2/2027 | | | | | | | 03/26/2018 | 17,079 | — | $106.19 | 3/26/2028 | | | | | | | 03/29/2019 | 29,456 | 9,819 | $45.94 | 3/29/2029 | | | | | | | 03/29/2019 | | | | | 2,572(3) | $238,502 | | | | | 03/27/2020 | 31,650 | 31,652 | $25.15 | 3/27/2030 | | | | | | | 03/27/2020 | | | | | 8,098(4) | $750,928 | | | | | 03/27/2020 | | | | | | | 10,923(5) | $1,012,890 | | | 03/29/2021 | 5,759 | 17,277 | $85.02 | 3/29/2031 | | | | | | | 03/29/2021 | | | | | 5,178(7) | $480,156 | | | | | 03/29/2021 | | | | | | | 9,204(8) | $853,487 | | | 03/28/2022 | | 22,383 | $97.49 | 3/29/2032 | | | | | | | 03/28/2022 | | | | | 6,816(10) | $632,048 | | | | | 03/28/2022 | | | | | | | 13,631(11) | $1,264,003 | | H. Andrew DeFerrari | 03/29/2019 | | | | | 1,222(3) | $113,316 | | | | | 03/27/2020 | | | | | 16,443(4) | $1,524,759 | | | | | 03/29/2021 | | | | | 2,485(7) | $230,434 | | | | | 03/29/2021 | | | | | | | 6,626(8) | $614,429 | | | 03/28/2022 | | | | | 6,215(10) | $576,317 | | | | | 03/28/2022 | | | | | | | 6,869(11) | $636,962 | | Daniel S. Peyovich | 01/06/2021 | | | | | 8,271(6) | $766,970 | | | | | 03/29/2021 | 1,675 | 5,027 | $85.02 | 3/29/2031 | | | | | | | 03/29/2021 | | | | | 1,506(7) | $139,651 | | | | | 03/29/2021 | | | | | | | 2,678(8) | $248,331 | | | 06/01/2021 | | | | | 2,503(9) | $232,103 | | | | | 03/28/2022 | | 10,632 | $97.49 | 3/28/2032 | | | | | | | 03/28/2022 | | | | | 3,237(10) | $300,167 | | | | | 03/28/2022 | | | | | | | 6,475(11) | $600,427 |

  108. OUTSTANDING EQUITY AWARDS TABLE

    | 2023 Proxy Statement | 53 |

  109. OUTSTANDING EQUITY AWARDS TABLE

    | | | Option Awards(1) | | | | Stock Awards(2) | | | | | Name | Date of Grant | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units that Have Not Vested | Market Value of Shares or Units that Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested | Equity Incentive Plan Awards: Market Value or Payout of Unearned Shares, Units, or Other Rights that Have Not Vested | | Jason T. Lawson | 10/10/2022 | | | | | 3,528(12) | $327,151 | | | | Ryan F. Urness | 03/29/2019 | | | | | 624(3) | $57,864 | | | | | 03/27/2020 | | | | | 10,083(4) | $934,997 | | | | | 03/29/2021 | | | | | 1,437(7) | $133,253 | | | | | 03/29/2021 | | | | | | | 3,830(8) | $355,156 | | | 03/28/2022 | | | | | 3,844(10) | $356,454 | | | | | 03/28/2022 | | | | | | | 4,249(11) | $394,010 |

  110. OUTSTANDING EQUITY AWARDS TABLE

    | (1) Options vest ratably in four annual installments commencing on the first anniversary of the date of grant. All exercisable options are fully vested. | | (2) The dollar value in the “Stock Awards” columns was determined using a share price of $92.73, the closing price of a share of the Company’s common stock on the New York Stock Exchange at January 27, 2023. | | (3) On March 29, 2019, Messrs. Nielsen, DeFerrari, Horton, and Urness were granted 10,285, 4,888, 1,760, and 2,496 TRSUs, respectively, which vest ratably in four annual installments commencing on March 30, 2020. | | (4) On March 27, 2020, Messrs. Nielsen, DeFerrari, Horton, and Urness were granted 16,194, 32,883, 11,553 and 20,163 TRSUs, respectively, which vest ratably in four annual installments commencing on March 30, 2021. | | (5) On March 27, 2020, Mr. Nielsen was granted 32,769 PRSUs. The PRSUs vest in three equal annual installments commencing on March 30, 2021, subject to meeting certain performance targets. In accordance with Item 402(d)(2) of Regulation S-K, the amount set forth in the preceding table is based on achieving target performance goals, which is 100% of the target awards subject to the performance periods ending on the last day of fiscal 2023. | | (6) On January 6, 2021, Mr. Peyovich was granted 16,541 TRSUs, which vest ratably in four annual installments commencing on January 6, 2022. | | (7) On March 29, 2021, Messrs. Nielsen, DeFerrari, Peyovich, and Urness were granted 6,903, 3,313, 2,008, and 1,915 TRSUs, respectively, which vest ratably in four annual installments commencing on March 30, 2022. | | (8) On March 29, 2021, Messrs. Nielsen, DeFerrari, Peyovich, and Urness were granted 13,806, 9,939, 4,017, and 5,744 PRSUs, respectively. The PRSUs vest in three equal annual installments commencing on March 30, 2022, subject to meeting certain performance targets. In accordance with Item 402(d)(2) of Regulation S-K, the amount set forth in the preceding table is based on achieving target performance goals, which is 100% of the target awards subject to the performance periods ending on the last day of fiscal 2023 and 2024. | | (9) On June 6, 2021, Mr. Peyovich was granted 3,337 TRSUs, which vest ratably in four annual installments commencing on June 6, 2022. | | (10) On March 28, 2022, Messrs. Nielsen, DeFerrari, Peyovich, and Urness were granted 6,816, 6,215, 3,237, and 3,844 TRSUs, respectively, which vest ratably in four annual installments commencing on March 30, 2022. | | (11) On March 28, 2022, Messrs. Nielsen, DeFerrari, Peyovich, and Urness were granted 13,631, 6,869, 6,475, and 4,249 PRSUs, respectively. The PRSUs vest in three equal annual installments commencing on March 30, 2023, subject to meeting certain performance targets. In accordance with Item 402(d)(2) of Regulation S-K, the amount set forth in the preceding table is based on achieving target performance goals, which is 100% of the target awards subject to the performance periods ending on the last day of fiscal 2023, 2024 and 2025. | | (12) On October 10, 2022, Mr. Lawson was granted 3,528 TRSUs, which vest ratably in four annual installments commencing on October 10, 2023. |

  111. OUTSTANDING EQUITY AWARDS TABLE

    | 54 | |

  112. OPTION EXERCISES AND STOCK VESTED TABLE

    OPTION EXERCISES AND STOCK VESTED TABLE The following table sets forth certain information with respect to stock options and restricted stock units awarded to the Named Executive Officers that were exercised or vested, respectively, during fiscal 2023.

  113. OPTION EXERCISES AND STOCK VESTED TABLE

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Steven E. Nielsen | 96,116 | $— | — | $— | | | | | 15,928 | $1,550,432(2) | | H. Andrew DeFerrari | | | 10,807 | $1,051,953(2) | | Daniel S. Peyovich | | | 502 | $48,865(2) | | | | | 834 | $77,654(3) | | | | | 4,135 | $386,333(5) | | Scott P. Horton | | | 3,616 | $351,981(2) | | Ryan F. Urness | | | 6,142 | $597,862(2) | | | | | 743 | $89,479(4) |

  114. OPTION EXERCISES AND STOCK VESTED TABLE

    | (1) The amount shown in this column reflects the value realized upon the exercise of vested stock options. The value realized is the difference between the fair market value of the Company’s common stock on the date of exercise and the exercise price of the vested stock option. | | (2) Represents restricted stock units that vested on March 30, 2022. The value realized was determined by multiplying the number of shares acquired on vesting by $97.34, the closing price of the Company’s common stock on the vesting date. | | (3) Represents restricted stock units that vested on June 1, 2022. The value realized was determined by multiplying the number of shares acquired on vesting by $93.11, the closing price of the Company’s common stock on the vesting date. | | (4) Represents restricted stock units that vested on October 29, 2022. The value realized was determined by multiplying the number of shares acquired on vesting by $120.43, the closing price of the Company’s common stock on the vesting date. | | (5) Represents restricted stock units that vested on January 6, 2023. The value realized was determined by multiplying the number of shares acquired on vesting by $93.43, the closing price of the Company’s common stock on the vesting date. |

  115. OPTION EXERCISES AND STOCK VESTED TABLE

    | 2023 Proxy Statement | 55 |

  116. CEO PAY RATIO

    CEO PAY RATIO Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is required to disclose the ratio of the annual total compensation of its Chief Executive Officer to the annual total compensation of the median employee of the Company (the “Pay Ratio Disclosure”). For fiscal 2023:

  117. CEO PAY RATIO

    | ● | The median of the annual total compensation for all of the Company’s employees, other than the Chief Executive Officer (the “median employee”) was $56,590.58. | | ● | The Chief Executive Officer’s annual total compensation was $7,131,438. |

  118. CEO PAY RATIO

    Based on this information, our Chief Executive Officer’s annual total compensation is 126 times that of the annual total compensation of the median employee. For fiscal 2023, we used the same median employee that we had identified as of December 31, 2021 because we believe that there have been no changes in our employee population or our compensation arrangements since December 2021 that would result in a significant change in our pay ratio disclosure or our median employee. We selected December 31, 2021, as the original determination date for identifying the median employee, based on base salary and overtime paid during the 12-month period ending on that date and have updated the median employee’s compensation information for fiscal 2023, using a new determination date of January 27, 2023, because it was also the date of the final pay period for fiscal 2023 (the “Determination Period”). As in 2022, our median employee was a full-time, salaried employee working in the United States as a Supervisor of Administrative Services. To calculate that employee’s total fiscal year 2023 compensation, we annualized the compensation of any employee who was not employed during the entire Determination Period and prorated wages for any temporary employee who did not work throughout the entire Determination Period. We did not make any cost of living adjustments. To determine the median employee, we also utilized base salary and overtime for our consistently applied compensation measure because we believe it reasonably reflects the annual compensation of all our employees as we do not grant equity awards or bonuses to a large percentage of the employee population. The resulting fiscal 2023 total compensation of our median employee was $56,590.58. Our CEO’s total compensation for fiscal 2023 was $7,131,438, as reflected in the Summary Compensation Table. With respect to our median employee, the Company then identified and calculated the elements of such employee’s compensation for fiscal 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of the 2023 Summary Compensation Table included on page 51 of this Proxy Statement. The Pay Ratio Disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the Pay Ratio Disclosure reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  119. CEO PAY RATIO

    | 56 | |

  120. 2023 PAY VERSUS PERFORMANCE TABLE AND SUPPORTING NARRATIVE

    2023 PAY VERSUS PERFORMANCE TABLE AND SUPPORTING NARRATIVE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the company. For further information about how we align executive compensation with the company’s performance, see “Compensation Discussion & Analysis” on page 33 above.

  121. Pay Versus Performance Table

    Pay Versus Performance Table

  122. Pay Versus Performance Table

    | | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2)(3)(7) | Value of Initial Fixed $100 Investment Based On: | | | Operating Cash Flow to Qualifying Net Income Ratio(6) | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2)(7) | | | Total Shareholder Return | Peer Group Total Shareholder Return(4) | Net Income(5) | | | 2023 | $7,131,438 | $8,610,554 | $1,888,781 | $1,797,502 | $208 | $203 | $142 | 1.14x | | 2022 | $4,801,952 | $3,630,008 | $1,715,928 | $1,430,384 | $190 | $150 | $49 | 6.55x | | 2021 | $5,235,281 | $12,824,898 | $2,131,607 | $3,951,355 | $182 | $119 | $34 | 4.40x |

  123. Pay Versus Performance Table

    Notes:

  124. Pay Versus Performance Table

    | (1) Reflects compensation for our Chief Executive Officer, Mr. Nielsen, who served as our Principal Executive Officer (PEO) for each of the last three years. | | (2) “Compensation actually paid” has been calculated in accordance with the rules outlined under Item 402(v)(2) of Regulation S-K. Details of the adjustments made to reported Summary Compensation Table (SCT) total compensation for each year to determine “compensation actually paid” are summarized below in footnote (7). | | (3) Reflects compensation for the following non-PEO NEOs: |

  125. Pay Versus Performance Table

    2023: Mr. DeFerrari, Mr. Peyovich, Mr. Lawson, Mr. Urness and Mr. Horton 2022: Mr. DeFerrari, Mr. Peyovich, Mr. Horton and Mr. Urness 2021: Mr. DeFerrari, Mr. Estes, Mr. Peyovich and Mr. Urness

  126. Pay Versus Performance Table

    | (4) The Peer Group selected for Total Shareholder Return (TSR) comparisons is the S&P Composite 1500 Construction & Engineering index. | | (5) Reflects Dycom’s consolidated reported net income in millions, calculated on a GAAP basis, as reported on our form 10-K for the relevant year. | | (6) The company-selected measure is the ratio of operating cash flow to qualifying net income attained. Qualifying net income is tax affected adjusted operating income. Adjusted operating income is income before income taxes excluding (a) asset impairments, (b) amounts for performance share compensation, (c) amounts recorded for changes to the Company’s capital structure, and (d) amounts for amortization of debt discount. Adjusted operating income is reduced by (a) income taxes using the Company’s effective tax rate and (b) amounts included in the provision for income taxes due to the application of FASB Accounting Standards Update No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting to arrive at Qualifying Net Income. | | (7) The following adjustments were made to SCT total compensation to determine “compensation actually paid” for our NEOs. No adjustments were required in respect of pension plans, modifications to prior option grants, or dividend payments as none of these items are applicable to Dycom during the reported timeframe. |

  127. Pay Versus Performance Table

    | 2023 Proxy Statement | 57 |

  128. Pay Versus Performance Table

    | | PEO | | | Other NEO Average | | | | Adjustments | 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $7,131,438 | $4,801,952 | $5,235,281 | $1,888,781 | $1,715,928 | $2,131,607 | | Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table | $1,993,378 | $1,760,679 | $1,231,419 | $768,571 | $734,251 | $983,267 | | Deduction for amounts reported in “Option Awards” column of the Summary Compensation Table | $1,369,392 | $1,193,495 | $926,138 | $130,093 | $90,611 | $0 | | Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding(a) | $3,198,813 | $2,388,460 | $7,914,808 | $760,357 | $601,547 | $2,378,984 | | Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding(a) | $958,486 | $(876,896) | $1,848,158 | $137,144 | $(121,022) | $413,974 | | Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY(a) | $0 | $0 | $0 | $0 | $0 | $0 | | Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY(a) | $684,586 | $270,666 | $(15,793) | $61,747 | $58,793 | $10,058 | | Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions(a) | $0 | $0 | $0 | $151,863 | $0 | $0 | | Compensation Actually Paid | $8,610,554 | $3,630,008 | $12,824,898 | $1,797,502 | $1,430,384 | $3,951,355 |

  129. Pay Versus Performance Table

    | (a) Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes. | | Restricted stock units are valued based on the last sale price on the relevant measurement date. Options are valued using a Black Scholes model with assumptions established as at the relevant measurement date. Performance stock units are valued by applying the probable or actual outcome based on performance through the measurement date, multiplied by the last sale price on the relevant measurement date. |

  130. Pay Versus Performance Table

    | Fair Values Per Share | Grant Year | | | | | | | | | 2023 | 2022 | 2021 | 2020 | 2019 | 2018 | 2017 | | RSUs | $92.73 | $84.53 - $94.71 | $81.14 - $94.71 | $26.34 - $94.71 | $26.34 - $120.43 | $44.51 - $82.95 | $44.51 - $109.11 | | Stock Options | $58.67 | $50.49 - $59.27 | $58.21 - $73.64 | $9.61 - $53.22 | $4.91 - $41.57 | $12.18 - $34.71 | $10.94 - $28.77 |

  131. Pay Versus Performance Table

    | | Grant Year | | | | | | | Assumed Payout Factors | 2023 | 2022 | 2021 | 2020 | 2019 | 2018 | | PSUs | 98% - 100% | 0% - 100% | 42% - 117% | 0% - 100% | 8% - 40% | 0% - 17% |

  132. Pay Versus Performance Table

    | 58 | |

  133. Compensation Actually Paid Versus Company Performance

    Compensation Actually Paid Versus Company Performance The following charts provide a visual description of the relationships between “compensation actually paid” to our PEO, and the average for our non-PEO NEOs, to aspects of Dycom’s financial performance.

  134. Compensation Actually Paid Versus Company Performance

    | Compensation Actually Paid vs Total Shareholder Return | Compensation Actually Paid vs Net Income | | | |

  135. Compensation Actually Paid Versus Company Performance

    Compensation Actually Paid versus Operating Cash Flow to Net Income Ratio

  136. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL The Company has entered into certain arrangements that will require it to provide compensation to each of Messrs. Nielsen, DeFerrari, Peyovich, Lawson and Urness in the event of certain terminations of employment or a change of control of the Company. The amount of compensation that is potentially payable in each situation is shown in the table below. The amounts assume that a termination of employment and/or change of control event occurred on January 28, 2023 and, where applicable, uses the closing price of a share of the Company’s common stock as of January 27, 2023 ($92.73). The amounts for Mr. Nielsen, Mr. DeFerrari, Mr. Peyovich, Mr. Lawson and Mr. Urness are estimates based only on hypothetical assumptions and do not necessarily reflect the actual amounts that would be paid to each such Named Executive Officer, which would be known only at the time they become eligible for payment. The amounts are in addition to (i) vested or accumulated benefits generally under the Company’s 401(k) plan; (ii) benefits paid by insurance providers under life and disability insurance policies; and (iii) accrued vacation payments. Mr. Horton’s employment with the Company ceased on April 20, 2022, and was an involuntary termination in accordance with the terms of his Employment Agreement. In connection with his separation from the Company and his execution of a waiver and release agreement, Mr. Horton received severance compensation as set forth in his Employment Agreement in the total amount of $1,023,823. Mr. Horton’s severance amount is equal in value to (a) 1.5x the sum of his (i) then base salary plus (ii) the greater of (1) the average bonus amount paid over the three fiscal years immediately preceding the year of termination and (2) 55% of his then base salary, and (b) a cash payment equal to the value of the health and insurance benefits (including eligible dependents), payable in equal monthly installments until the earlier of (i) 18 months following termination of employment for or (ii) Mr. Horton obtaining other employment and becoming eligible to participate in the medical and life insurance plans of the new employer. The severance amounts will be paid over an eighteen (18)-month period. Mr. Horton is also subject to a five-year confidentiality covenant and an assignment of inventions and developments agreement. Mr. Horton is subject to non-competition and non-solicitation covenants until the later of the first anniversary of his termination of employment date and, to the extent applicable, the duration of any continued vesting period of any outstanding equity awards held by him, but only for so long as the applicable equity award remains unvested.

  137. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL

    | 60 | |

  138. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL

    The following table describes the potential payments upon termination of employment or a change of control of the Company as of January 28, 2023.

  139. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL

    | | Termination of Employment for Cause, Resignation without | | | Failure to Renew Employment Agreement at Substantially | Change of Control | | | Name | Good Reason, Disability or Retirement | Termination of Employment without Cause | Resignation for Good Reason | No Less Terms than Existing Agreements | Termination without Cause | Resignation for Good Reason | | Steven E. Nielsen | | | | | | | | Severance | $— | $11,286,000(1) | $11,286,000(1) | $2,622,000(2) | $13,908,000(3) | $13,908,000(3) | | Stock Options | $— | $— | $— | $2,731,679(4) | $2,731,679(4) | $2,731,679(4) | | Stock Awards | $— | $— | $— | $5,232,012(5) | $5,232,012(5) | $5,232,012(5) | | Benefits Continuation | $— | $61,232(6) | $61,232(6) | $61,232(6) | $61,232(6) | $61,232(6) | | H. Andrew DeFerrari | | | | | | | | Severance | $— | $1,331,961(7) | $— | $— | $1,880,061(8) | $1,880,061(8) | | Stock Options | $— | $— | $— | $— | $— | $— | | Stock Awards | $— | $— | $— | $— | $3,696,218(5) | $3,696,218(5) | | Benefits Continuation | $— | $36,701(6) | $— | $— | $36,701(6) | $36,701(6) | | Daniel S. Peyovich | | | | | | | | Severance | $— | $2,610,000(9) | $— | $— | $3,842,500(10) | $3,842,500(10) | | Stock Options | $— | $— | $— | $— | $38,758(4) | $38,758(4) | | Stock Awards | $— | $— | $— | $— | $2,287,649(5) | $2,287,649(5) | | Benefits Continuation | $— | $52,184(6) | $— | $— | $52,184(6) | $52,184(6) | | Jason T. Lawson | | | | | | | | Severance | $— | $843,750(7) | $— | $— | $895,356(8) | $895,356(8) | | Stock Options | $— | $— | $— | $— | $— | $— | | Stock Awards | $— | $— | $— | $— | $327,151(5) | $327,151(5) | | Benefits Continuation | $— | $39,812(6) | $— | $— | $39,812(6) | $39,812(6) | | Ryan F. Urness | | | | | | | | Severance | $— | $1,125,000(7) | $— | $— | $1,552,500(8) | $1,552,500(8) | | Stock Options | $— | $— | $— | $— | $— | $— | | Stock Awards | $— | $— | $— | $— | $2,231,733(5) | $2,231,733(5) | | Benefits Continuation | $— | $39,444(6) | $— | $— | $39,444(6) | $39,444(6) |

  140. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL

    | (1) Determination of severance is based on three times the sum of (i) the annual salary in effect as of January 28, 2023; plus (ii) the greater of (x) the average amount of the annual bonus paid in the last three fiscal years prior to fiscal 2023 or (y) the target annual bonus for fiscal 2023. | | (2) Determination of severance is based on a pro rata annual bonus for fiscal 2023 based on actual results and payable after performance is certified. | | (3) Determination of severance is based on (a) three times the sum of (i) the annual base salary in effect as of January 28, 2023; plus (ii) the greater of (x) the average amount of the annual bonus paid in the last three fiscal years prior to fiscal 2023 or (y) the target annual bonus for fiscal 2023; plus (b) a pro-rata annual bonus equal to the greater of (x) the average annual bonus paid in the last three fiscal years prior to fiscal 2023 or (y) the bonus based on actual performance achieved through fiscal 2023, multiplied by (ii) a fraction reflecting the number of days worked during fiscal 2023 as a percentage of 365 days. | | (4) Represents all unvested stock options that would vest upon a change of control of the Company. Based on the closing price of a share of the Company’s common stock on January 28, 2023, such stock options would have no intrinsic value. | | (5) Represents the outstanding time and performance based restricted stock units on January 28, 2023 using the closing price of the Company’s common stock on January 28, 2023. Performance-based restricted stock units are based on the units that will vest at their target performance levels. | | (6) Represents the approximated cost of continuation of group medical benefits and term life insurance for which premiums will be waived during the applicable severance periods. The group medical benefits premium costs are based on the current COBRA rate and the term life insurance premium costs are based on the actual cost of premiums for fiscal 2023. |

  141. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL

    | 2023 Proxy Statement | 61 |

  142. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL

    | (7) Determination of severance is based on one and a half times the sum of (i) the annual base salary in effect as of January 28, 2023; plus (ii) the greater of (x) the average amount of the annual incentive pay paid in the last three fiscal years prior to fiscal 2023 or (y) 50% of the annual base salary in effect as of January 28, 2023. | | (8) Determination severance is based on (a) one and a half times the sum of (i) the annual base salary in effect as of January 28, 2023; plus (ii) the greater of (x) the average bonus paid in the last three fiscal years prior to fiscal 2023 or (y) 50% of the annual base salary in effect as of January 28, 2023; plus (b) a pro-rata bonus amount equal to (i) the greater of (x) the average bonus paid in the last three fiscal years prior to fiscal 2023 or (y) annual bonus that the executive would have earned for fiscal 2023 based on actual performance achieved through the date of his termination, multiplied by (ii) a fraction reflecting the number of days worked during fiscal 2023 as a percentage of 365 days. | | (9) Determination of severance is based on two times the sum of (i) the annual base salary in effect as of January 28, 2023; plus (ii) the greater of (x) the average bonus paid in the last three fiscal years prior to fiscal 2023 or (y) the target annual bonus for fiscal 2023. | | (10) Determination of severance is based on (a) two times the sum of (i) the annual base salary in effect as of January 28, 2023; plus (ii) the greater of (x) the average bonus paid in the last three fiscal years prior to fiscal 2023 or (y) the target annual bonus for 2023; plus (b) a pro-rata bonus amount equal to the greater of (x) the average bonus paid in the last three fiscal years prior to fiscal 2023 or (y) the annual bonus that he would have earned for fiscal 2023 based on actual performance achieved through the date of his termination, multiplied by (ii) a fraction reflecting the number of days worked during fiscal 2023 as a percentage of 365 days. |