DEF 14A of Comfort Systems USA Inc, Apr 7, 2025

DEF 14A of Comfort Systems USA Inc

Filed Apr 7, 2025 · FY20240001308179-25-000407

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | | | | | | | Committee Membership | | | Name & Principal Occupation | | Age | Director Since | Independent | Other Current Public Company Boards | Audit | Compensation & Human Capital | Nominating, Governance, & Sustainability | | | DARCY G. ANDERSON Vice Chairman, Hillwood Management | 68 | 2008 | | 0 | | | | | | HERMAN E. BULLS Vice Chairman, Americas and International Director, JLL | 69 | 2001 | | 2 | | | | | | RHOMAN J. HARDY Former Sr. Vice President, Shell USA, Inc. | 56 | 2023 | | 1 | | | | | | GAURAV KAPOOR Chief Financial & Operations Officer, AECOM | 47 | 2024 | | 0 | | | | | | BRIAN E. LANE President and CEO, Comfort Systems USA | 68 | 2010 | | 1 | | | | | | PABLO G. MERCADO CFO, S&S Activewear | 48 | 2018 | | 0 | | | | | | FRANKLIN MYERS Former CFO, Cameron International CHAIR OF THE BOARD SINCE 2014 | 72 | 2005 | | 1 | | | | | | WILLIAM J. SANDBROOK Executive Chairman, Andretti Acquisition Corp. II | 67 | 2018 | | 2 | | | | | | CONSTANCE E. SKIDMORE Former Managing Partner and Board Member, PwC | 73 | 2012 | | 1 | | | | | | CINDY L. WALLIS-LAGE Former Executive Director, Sustainability & Resilience, Black & Veatch | 62 | 2021 | | 1 | | | |

  3. Director Nominees

    | | Committee chair | | Committee member | | Audit Committee financial expert |

  4. Director Nominees

    | | | 2025 Proxy Statement | 5 |

  5. Snapshot of Director Nominees

    Snapshot of Director Nominees

  6. Snapshot of Director Nominees

    | | INDEPENDENCE | | DIVERSITY | | | | | | | | AGE | | TENURE | | | | | |

  7. Compensation Objectives

    | ● | Provide competitive total compensation consistent with job scope, experience, and related skills | | ● | Link bonus opportunities to the Company’s performance | | ● | Grant equity compensation at competitive levels, a significant portion of which is performance-based |

  8. Compensation Highlights

    | * Assuming target performance is achieved, when applicable, and based on grant date values of annual equity awards. |

  9. Board of Directors

    Board of Directors Ten directors will be elected at the Annual Meeting to serve for a one-year term expiring at the Annual Meeting of Stockholders expected to be held in May 2026. The nominees for election at the Annual Meeting are:

  10. Board of Directors

    | ● | Darcy G. Anderson | ● | Rhoman J. Hardy | ● | Brian E. Lane | ● | Franklin Myers | ● | Constance E. Skidmore | | ● | Herman E. Bulls | ● | Gaurav Kapoor | ● | Pablo G. Mercado | ● | William J. Sandbrook | ● | Cindy L. Wallis-Lage |

  11. Board of Directors

    (each a “Nominee” and collectively the “Nominees”). Mr. Kapoor took office in August 2024 and is thus standing for his first election at an annual meeting of stockholders. If elected, each Nominee has agreed to serve for a term of one year expiring at the 2026 Annual Meeting of Stockholders. It is expected that all the Nominees will be able to serve, but if any Nominee is unable to serve, the proxies reserve discretion to vote, or refrain from voting, for a substitute nominee. Vance W. Tang informed the Company on March 19, 2025 that he is retiring from the Board effective May 16, 2025 and, as a result, will not stand for re-election at the 2025 Annual Meeting. The Company thanks Mr. Tang for his guidance and service to the Company and the Board. As a result of Mr. Tang’s decision to retire, the Board will reduce the number of directors constituting the Board from 11 to 10, effective as of May 16, 2025.

  12. Information with Respect to Nominees for Director

    Information with Respect to Nominees for Director

  13. Key Information About Our Nominees

    Key Information About Our Nominees

  14. Key Information About Our Nominees

    | | | | | | Committee Membership | | | | Name | Primary (or Former) Occupation | Age | Director Since | Independent | Audit | Compensation and Human Capital | Nominating, Governance, and Sustainability | | Darcy G. Anderson | Vice Chairman of Hillwood Management | 68 | 2008 | | | | | | Herman E. Bulls | Vice Chairman, Americas and International Director of JLL | 69 | 2001 | | | | | | Rhoman J. Hardy | Former Senior Vice President of Shell USA, Inc. | 56 | 2023 | | | | | | Gaurav Kapoor | Chief Financial & Operations Officer of AECOM | 47 | 2024 | | | | | | Brian E. Lane | President and CEO of Comfort Systems USA | 68 | 2010 | | | | | | Pablo G. Mercado | CFO of S&S Activewear | 48 | 2018 | | | | | | Franklin Myers | Former CFO of Cameron International | 72 | 2005 | | | | | | William J. Sandbrook | Executive Chairman of Andretti Acquisition Corp. II | 67 | 2018 | | | | | | Constance E. Skidmore | Former Managing Partner and Board Member of PwC | 73 | 2012 | | | | | | Cindy L. Wallis-Lage | Former Executive Director, Sustainability & Resilience of Black & Veatch | 62 | 2021 | | | | |

  15. Key Information About Our Nominees

    | Board Chair | Committee chair | Committee Member | Audit Committee financial expert |

  16. Key Information About Our Nominees

    | 14 | | | 2025 Proxy Statement |

  17. Key Information About Our Nominees

    Set forth below are the names, ages as of March 31, 2025, and principal occupations for at least the past five years of each of the Nominees and the names of any other public companies on which each is currently serving, or has served in the past five years, as a director:

  18. Key Information About Our Nominees

    | | DARCY G. ANDERSON | | | | Age 68 | Committees: | | | Director | ● Audit | | | Independent | ● Compensation and Human Capital | | Darcy G. Anderson has served as a Director of the Company since March 2008. Since April 2009, Mr. Anderson has served as Vice Chairman of Hillwood Management, a real estate, oil and gas, and investments company. From November 2000 until April 2009, Mr. Anderson served as Chief People Officer and Vice President for Perot Systems Corporation, an information technology services and consulting firm. Prior to joining Perot Systems, Mr. Anderson held various positions at Hillwood Development Corporation beginning in 1987, including Senior Vice President for Corporate Affairs and Chief Operating Officer. Mr. Anderson also served as president of Hillwood Urban, overseeing all of the operations and development for the company’s Victory project and the new American Airlines Center in downtown Dallas. He also served in various leadership roles for the Perot ’92 Presidential Campaign. Mr. Anderson joined Electronic Data Systems (EDS) in 1983 working in recruiting management. Prior to his employment with EDS, Mr. Anderson completed five years of active duty in the United States Army Corp of Engineers. He is the Vice Chairman of the Dallas Regional Chamber of Commerce. He is a Civilian Aide to the Secretary of the Army representing North Texas. Mr. Anderson is a graduate of the United States Military Academy at West Point. Mr. Anderson has significant experience and knowledge of real estate development, human resources and leadership development practices, energy efficiency, corporate facilities management, and information technology services. | | | | | HERMAN E. BULLS | | | | Age 69 | Committees: | | | Director | ● Nominating, Governance, and Sustainability | | | Independent | | | Herman E. Bulls has served as a Director of the Company since February 2001. Mr. Bulls serves as Vice Chairman, Americas and International Director of JLL, an international full-service real estate firm. He is the founder of JLL’s Public Institutions division and served as Chairman and Chief Executive Officer from January 2002 until January 2014. From September 2000 until August 2001, Mr. Bulls served as Executive Vice President and Chief Operating Officer of one of the nation’s largest Fannie Mae multifamily lenders. From March 1998 to September 2000, Mr. Bulls was a Managing Director for JLL. From 1989 until 1998, he held several positions with the predecessor organization, LaSalle Partners. Prior to his employment with JLL, he served over eleven years of active duty service with the United States Army. Mr. Bulls was the Co-Founder, President, and Chief Executive Officer of Bulls Capital Partners, a commercial mortgage firm. He sold the firm to a Wall Street entity in 2010. Mr. Bulls retired as a Colonel from the Army Reserve. Mr. Bulls is a member of the Board of Directors of the West Point Association of Graduates, serves as a member of the Real Estate Advisory Committee for New York State Teachers’ Retirement System, and serves on the Board of Directors of Host Hotels, USAA, Collegis Education, and Fluence Energy, where he serves as Chairman of the board. Mr. Bulls also currently serves on the Board of Governors for the American Red Cross, the Military Bowl Foundation (emeritus), and the Defense Policy Board. Mr. Bulls previously served on the Board of Directors of American Campus Communities from January 2021 to August 2022, when the firm was purchased by Blackstone, Computer Sciences Corporation (CSC) from 2015 to 2017, Exelis Inc. from 2011 until its 2015 merger with Harris Corporation, Tyco International from 2014 until its 2016 merger with Johnson Controls International PLC, and Rasmussen College until its sale to a private equity partner. Mr. Bulls is a graduate of the United States Military Academy at West Point and of the Harvard Business School. Mr. Bulls has decades of real estate and finance experience with a particular knowledge of team-building, marketing, and strategic development. Additionally, he is a seasoned director with vast governance experience with public, private, and not-for-profit organizations. | | |

  19. Key Information About Our Nominees

    | | | 2025 Proxy Statement | 15 |

  20. Key Information About Our Nominees

    | | RHOMAN J. HARDY | | | | Age 56 | Committees: | | | Director | ● Compensation and Human Capital | | | Independent | ● Nominating, Governance, and Sustainability | | Rhoman J. Hardy has served as a Director of the Company since October 2023. Mr. Hardy founded HardLine Consulting LLC in July 2022, providing expertise in strategy and leadership to companies focused on energy, technical services, and infrastructure. Prior to then, he served in various leadership positions with Shell USA, Inc., having most recently served as Senior Vice President, Shell Chemicals and Products, for the U.S. Gulf Coast from December 2018 until his retirement in May 2022 and General Manager, Shell Geismar Chemical Site, from June 2015 to December 2018. Mr. Hardy first joined Shell in 1988. Mr. Hardy is a Director with HF Sinclair. Mr. Hardy also serves on the board of the following non-profit organizations: Baton Rouge Area Foundation, Baton Rouge General Hospital System and Louisiana State University Foundation. He is a graduate of Louisiana State University with a B.S. in Electrical Engineering and Rice University with an Executive MBA. Mr. Hardy has a background in engineering and offers extensive technical and operational expertise as well as experience in executive management and service as a director on a public company board. Mr. Hardy was recommended by a non-management director as nominee for director. | | | | | GAURAV KAPOOR | | | | Age 47 | Committees: | | | Director | ● Audit | | | Independent | | | Gaurav Kapoor has served as a Director of the Company since August 2024. Mr. Kapoor is the Chief Financial & Operations Officer at AECOM (NYSE:ACM), a leading global infrastructure consulting firm delivering professional services throughout the project lifecycle. In this position, Mr. Kapoor oversees the company’s global operations and finances—including regional operations, financial planning and analysis, financial reporting, global shared services, internal audits, tax, treasury, and global real estate. He is also a member of AECOM’s Executive Leadership Team. Mr. Kapoor has extensive financial leadership experience at AECOM, having served as Chief Accounting Officer and Global Controller since December 2016 and Treasurer since October 2019. He previously served in leadership roles at AECOM as Senior Vice President, Financial Planning & Analysis from January 2016 to December 2016 and Senior Vice President, Project Delivery, at Americas Design Consulting Services from May 2015 to January 2016. Prior to joining AECOM in May 2015, Mr. Kapoor spent 15 years at Ernst & Young LLP, where he was an audit partner and held various leadership roles. He is a graduate of California State University-Fullerton with a B.B.A. Mr. Kapoor has extensive public company finance and accounting experience and a deep understanding of executive management and corporate strategy. Mr. Kapoor was recommended to the Nominating, Governance, and Sustainability Committee of the Board by a third-party search firm. | | |

  21. Key Information About Our Nominees

    | 16 | | | 2025 Proxy Statement |

  22. Key Information About Our Nominees

    | | BRIAN E. LANE | | | | Age 68 | Committees: | | | Director, President, and Chief | ● Not applicable | | | Executive Officer | | | Brian E. Lane has served as Chief Executive Officer and President of the Company since December 2011 and as a Director since November 2010. Mr. Lane served as the Company’s President and Chief Operating Officer from March 2010 until December 2011. Mr. Lane joined the Company in October 2003 and served as Vice President and then Senior Vice President for Region One of the Company until he was named Executive Vice President and Chief Operating Officer in January 2009. Prior to joining the Company, Mr. Lane spent fifteen years at Halliburton, the global service and equipment company devoted to energy, industrial, and government customers. During his tenure at Halliburton, he held various positions in business development, strategy, and project initiatives. He departed as the Regional Director of Europe and Africa. Mr. Lane’s additional experience included serving as a Regional Director of Capstone Turbine Corporation, a distributed power manufacturer. He also was a Vice President of Kvaerner, an international engineering and construction company where he focused on the chemical industry. Mr. Lane is a member of the Board of Directors of Main Street Capital Corporation and previously served as a member of the Board of Directors of Griffin Dewatering Corporation. Mr. Lane earned a Bachelor of Science in Chemistry from the University of Notre Dame and his MBA from Boston College. Mr. Lane has more than thirty years of experience in the construction and engineering industries. As the Company’s Chief Executive Officer and President, Mr. Lane provides the Board a valuable perspective on the Company’s day-to-day operations and on current trends and developments in the industry. | | | | | PABLO G. MERCADO | | | | Age 48 | Committees: | | | Director | ● Audit | | | Independent | ● Compensation and Human Capital | | Pablo G. Mercado has served as a Director of the Company since November 2018. Mr. Mercado has served as Chief Financial Officer of S&S Activewear, a leading apparel distributor, since November 2024. Previously, Mr. Mercado served as Executive Vice President and Chief Financial Officer of Lithium Americas Corp., a lithium development company, from April 2023 to November 2024. Prior to that, he served as Executive Vice President and Chief Financial Officer of EnLink Midstream, LLC, a midstream energy services company, from July 2020 to December 2022 and as Senior Vice President and Chief Financial Officer of Forum Energy Technologies, Inc. (“Forum Energy”), a global oilfield products company, from March 2018 to July 2020. Mr. Mercado also previously held various finance and corporate development positions at Forum Energy since joining in November 2011, including Senior Vice President, Finance from June 2017 to March 2018 and Vice President, Operations Finance from August 2015 to June 2017. Prior to Forum Energy, Mr. Mercado was an investment banker with the Oil and Gas Group of Credit Suisse Securities (USA) LLC where he worked with clients in the energy industry from 2005 to 2011. Between 1998 and 2005, Mr. Mercado was an investment banker at UBS Investment Bank and Bank of America. Mr. Mercado holds a B.B.A. from the Cox School of Business, a B.A. in Economics from the Dedman College at Southern Methodist University, and an M.B.A. from The University of Chicago Booth School of Business. Mr. Mercado has extensive public and private company finance and accounting experience, and he has significant experience in corporate strategy and operations. | | |

  23. Key Information About Our Nominees

    | | | 2025 Proxy Statement | 17 |

  24. Key Information About Our Nominees

    | | FRANKLIN MYERS | | | | Age 72 | Committees: | | | Director and Board Chair | ● Audit | | | Independent | | | Franklin Myers has served as a Director of the Company since May 2005 and as Chair of the Board since May 2014. Mr. Myers has been an Operating Partner of Quantum Energy Partners, a private equity firm, since February 2013. From April 2008 until March 2009, Mr. Myers served as Senior Advisor to Cameron International Corporation, a global provider to the oil & gas and process industries. Mr. Myers served as the Senior Vice President of Finance and Chief Financial Officer of Cameron International Corporation from 2003 to 2008. From 1995 to 2003, Mr. Myers served at various times as Senior Vice President and President of a division within Cameron as well as General Counsel and Secretary. Prior to joining Cameron in 1995, Mr. Myers served as Senior Vice President and General Counsel of Baker Hughes Incorporated, and an attorney and partner at the law firm of Fulbright & Jaworski, now known as Norton Rose Fulbright. Mr. Myers currently serves as Chairman of the Board of Directors of HF Sinclair Corporation, and Mr. Myers also serves on the boards of three small private manufacturing companies. Mr. Myers served on the Board of Directors of Seahawk Drilling Company from 2009 until 2011; Frontier Oil Corporation—a predecessor of HF Sinclair Corporation—from 2009 until its 2011 merger with Holly Corporation; HollyFrontier Corporation from 2011 until its merger with HF Sinclair in 2022; Ion Geophysical Corporation from 2001 to 2019; Forum Energy Technologies from 2011 until March 2018; and NCS Multistage from 2017 to 2020. Mr. Myers holds a Bachelor of Science, Industrial Engineering, from Mississippi State University and a J.D. degree from the University of Mississippi. Mr. Myers has several decades of public company experience, with a particular knowledge of operations, financial management, and legal affairs. Additionally, Mr. Myers has significant experience serving on other public company boards and has served as an adjunct professor at the University of Texas School of Law where he taught a course on mergers and acquisitions. | | | | | WILLIAM J. SANDBROOK | | | | Age 67 | Committees: | | | Director | ● Compensation and Human Capital | | | Independent | ● Nominating, Governance, and Sustainability | | William J. Sandbrook has served as a Director of the Company since April 2018. Mr. Sandbrook has served as Executive Chairman and Chairman of the Board of Andretti Acquisition Corp. II, a special purpose acquisition company formed for the purpose of effecting a business combination, since September 2024. Mr. Sandbrook served as Chairman and Co-CEO of Andretti Acquisition Corp. from January 2022 until April 2024. From August 2011 until his retirement in April 2020, Mr. Sandbrook served as President and Chief Executive Officer of U.S. Concrete, Inc., a company specializing in concrete and heavy construction aggregates, and as the Chairman of the Board from May 2018 until April 2020. From June 2008 until August 2011, Mr. Sandbrook was Chief Executive Officer of Oldcastle Inc.’s Products and Distribution Group. From 2006 to June 2008, Mr. Sandbrook was Chief Executive Officer of Oldcastle Architectural Product’s group responsible for Oldcastle’s U.S. and Canadian Operations, as well as CRH plc’s business in South America. From 2003 to 2006, Mr. Sandbrook served as President of Oldcastle Materials West Division. From 1995 to 2002, Mr. Sandbrook served as President and Chief Executive Officer of Tilcon New York, and as Vice President from 1992 to 1995. Prior to 1992, Mr. Sandbrook spent thirteen years in the U.S. Army. In recognition of his efforts at Ground Zero after the September 11th bombing of the World Trade Center, Mr. Sandbrook was named the Rockland County, New York 2002 Business Leader of the Year, the Dominican College 2002 Man of the Year, and the American Red Cross 2003 Man of the Year for Southern New York. In 2017, Mr. Sandbrook was awarded the Lifetime Achievement Award by the New Jersey Concrete and Aggregate Association. In March of 2018, he was awarded the William B. Allen Award from the National Ready Mixed Concrete Association in recognition of his lifetime commitment to the concrete industry. Also in March of 2018, Mr. Sandbrook was inducted into the Pit and Quarry Magazine’s Hall of Fame. From March 2019 through March 2020, Mr. Sandbrook held the position of Chairman of the National Ready Mix Concrete Association. In June, 2023, he was appointed to the board of Knife River Corporation. Mr. Sandbrook is a registered Professional Engineer and holds an MBA from Wharton, a Master of Science in Systems Engineering from the University of Pennsylvania, a Master in Public Policy from the Naval War College, a Master of Arts in International Relations from Salve Regina University, and a Bachelor of Science from the United States Military Academy. Mr. Sandbrook has over thirty years of operations experience in the building materials and construction industries, including significant experience as a Chief Executive Officer and experience as a public company board member. | | |

  25. Key Information About Our Nominees

    | 18 | | | 2025 Proxy Statement |

  26. Key Information About Our Nominees

    | | CONSTANCE E. SKIDMORE | | | | Age 73 | Committees: | | | Director | ● Audit | | | Independent | ● Compensation and Human Capital | | Constance E. Skidmore has served as a Director of the Company since December 2012. Ms. Skidmore retired from PricewaterhouseCoopers, a public accounting firm, in 2009 after serving for more than two decades as a partner, including a term on its governing board. Ms. Skidmore serves on the Board of Directors and chairs the Audit Committee of Sensata Technologies (NYSE: ST) and also serves on the boards of two other privately-held and non-profit companies: The V Foundation for Cancer Research and Viz Kinect. Ms. Skidmore previously served on the Board of Directors and Audit Committee of Shortel, Inc. (NASDAQ: SHOR) from 2014 until 2017, when it was acquired by Mitel Networks Corporation, and Proterra (NASDAQ: PTRA) from 2019 until 2023. Ms. Skidmore is a graduate of Florida State University and earned a Master of Science in Taxation from Golden Gate University. Ms. Skidmore has more than thirty years of experience in accounting and finance, including in the construction industry, and significant experience and knowledge in talent management and strategic planning. | | | | | CINDY L. WALLIS-LAGE | | | | Age 62 | Committees: | | | Director | ● Nominating, Governance, and Sustainability | | | Independent | | | Cindy L. Wallis-Lage has served as a Director of the Company since May 2021. Ms. Wallis-Lage retired from Black & Veatch, an engineering, procurement, consulting, and construction company, on September 30, 2022. At Black & Veatch, she served as Executive Director, Sustainability and Resilience from January 2022 until her retirement. Previously, during her 36 years of experience at Black & Veatch, Ms. Wallis-Lage served in various roles, including President, Water Business from January 2012 to December 2021, Executive Managing Director of Technical Solutions from January 2010 to January 2012, and Chief of Water Technology Group from February 2006 to January 2010. She served on the Black & Veatch Board of Directors from March 2012 through September 2022. She currently serves on the Board of Directors for Veralto and Metiri Group. She serves as an advisory board member for Cambi ASA. Ms. Wallis-Lage earned her bachelor’s degree in Civil Engineering from Kansas State University and her master’s degree in Environmental Health Engineering from the University of Kansas. Ms. Wallis-Lage has extensive senior executive experience leading strategies, development, and operations of a global business and development of sustainability practices. | | |

  27. Key Information About Our Nominees

    | | THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE DIRECTORS LISTED ABOVE IN PROPOSAL NUMBER 1. |

  28. Key Information About Our Nominees

    | | | 2025 Proxy Statement | 19 |

  29. Director Compensation for 2024

    Director Compensation for 2024 In 2024, each director who was not an employee of the Company or one of its subsidiaries received, in quarterly installments, an annual cash fee for his or her service as follows: $80,000 for service on the Board; an additional $30,000 for service as the chair of the Audit Committee; an additional $20,000 for service as the chair of the Compensation and Human Capital Committee or the Nominating, Governance, and Sustainability Committee. For 2024, the rate of the annual cash fee for service as the chair of the Board was increased from $100,000 to $125,000 effective as of the 2024 Annual Meeting of Stockholders, and was blended based on those two rates for 2024. The Board approved this increase following the recommendation of the Nominating, Governance, and Sustainability Committee, which had based its recommendation on an analysis of several factors, including the committee’s review of survey and peer group data (based on the same peer group used for executive compensation purposes) prepared by Compensation Advisory Partners, our compensation consultant, which indicated that the increased amount was more consistent with the market median. Directors are also reimbursed for expenses incurred in connection with attending meetings. Each non-employee director who continues in office or is elected at an annual stockholder meeting receives an award of fully-vested shares of Common Stock having a fair market value on the grant date equal to approximately $160,000. Each non-employee director who is initially elected or appointed to serve on the Board other than at any annual stockholder meeting will be granted a prorated number of fully vested shares of Common Stock based on the number of days between the effective date of appointment and the next annual stockholders’ meeting. In connection with Mr. Kapoor’s appointment in August 2024, Mr. Kapoor was granted fully-vested shares of Common Stock having a fair market value on the grant date of $126,507. Pursuant to the Company’s 2017 Omnibus Incentive

  30. Director Compensation for 2024

    | | | 2025 Proxy Statement | 27 |

  31. Director Compensation for 2024

    Plan, the maximum grant date fair value of awards granted to an individual non-employee director in any calendar year may not exceed $400,000. The Board has adopted stock ownership requirements, pursuant to which each non-employee director must own shares of Common Stock (or share equivalents) having a value equal to ten times the director’s annual cash fees for service on the Board (excluding any additional fees for service as the chair of the Board or any committee of the Board and any other compensation or expense reimbursement received by the director) within five years of being elected or appointed to the Board. The Nominating, Governance, and Sustainability Committee evaluates each director’s stock ownership level on an annual basis. At the time of such evaluation, the value of the stock owned by each director is determined by reference to the higher of: (i) the original share (or share equivalent) purchase or issuance price, and (ii) the value of the share (or share equivalent) price at the time of determining compliance with these stock ownership requirements. The Nominating, Governance, and Sustainability Committee may modify these stock ownership requirements in its reasonable discretion and is authorized to make exceptions to these stock ownership requirements when special circumstances arise. All non-employee directors are currently in compliance with these ownership requirements or are in their initial five-year phase in period. Directors who are employees of the Company or one of its subsidiaries receive no additional compensation for serving as directors. The following table discloses the compensation earned by, or paid or awarded to, as the case may be, each of the Company’s non-employee directors for 2024.

  32. Director Compensation for 2024

    | Name(1) | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | | Darcy G. Anderson | 80,000 | 159,716 | 0 | 239,716 | | Herman E. Bulls | 80,000 | 159,716 | 0 | 239,716 | | Rhoman J. Hardy | 80,000 | 159,716 | 0 | 239,716 | | Gaurav Kapoor | 33,261 | 126,507 | 0 | 159,768 | | Pablo G. Mercado | 110,000 | 159,716 | 0 | 269,716 | | Franklin Myers | 195,591 | 159,716 | 0 | 355,307 | | William J. Sandbrook | 80,000 | 159,716 | 0 | 239,716 | | Constance E. Skidmore | 100,000 | 159,716 | 0 | 259,716 | | Vance W. Tang | 87,527 | 159,716 | 0 | 247,243 | | Cindy L. Wallis-Lage | 92,473 | 159,716 | 0 | 252,189 |

  33. Director Compensation for 2024

    | (1) Brian E. Lane also served as a member of the Board during 2024 but was an employee of the Company in 2024 and received no additional compensation for his service on the Board. Mr. Lane’s compensation for his service as an employee for 2024 is disclosed in the “Summary Compensation Table” included elsewhere in this proxy statement. | | (2) Amounts in this column represent fees earned in 2024. For Mr. Kapoor, the amount reflects a prorated portion of the annual cash fee based on his appointment to the Board on August 1, 2024. For Mr. Myers, the amount includes his annual cash fee for service as chair of the Board, which calculated on a blended basis for 2024 to account for the increase in such annual fee effective May 17, 2024 from $100,000 per year to $125,000 per year. Finally, Mr. Tang served as the chair of the Nominating, Governance, and Sustainability Committee until May 17, 2024, and Ms. Wallis-Lage succeeded him for the remainder of the year. Thus, Mr. Tang and Ms. Wallis-Lage each received a prorated additional annual fee for service as chair of the Nominating, Governance, and Sustainability in 2024, as reflected above. | | (3) Represents grants of 498 fully-vested shares of Common Stock (with the exception of Mr. Kapoor). As described above, Mr. Kapoor received 385 shares of Common Stock in connection with his appointment in 2024. The aggregate grant date fair value of the shares was computed in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures, and is equal to the number of shares granted multiplied by the average of the high and low price of the Common Stock on the date of grant. | | (4) The Company maintains a visiting director’s office for all members of the Board at its headquarters in Houston, Texas. The office is available on a first-come-first-served basis for all directors. In accordance with SEC regulations, perquisites that in the aggregate total less than $10,000 are not required to be disclosed. No amount is included in the table above with respect to the availability and use of this office. |

  34. Director Compensation for 2024

    | 28 | | | 2025 Proxy Statement |

  35. 2024 Named Executive Officers

    2024 Named Executive Officers

  36. 2024 Named Executive Officers

    | | | | | | | BRIAN LANE | WILLIAM GEORGE | TRENT MCKENNA | LAURA HOWELL | JULIE SHAEFF | | President and Chief Executive Officer since December 2011 Age: 68 | Executive Vice President and Chief Financial Officer since May 2005 Age: 60 | Executive Vice President and Chief Operating Officer since January 2021* Age: 52 | Senior Vice President, General Counsel, and Secretary since January 2019* Age: 37 | Senior Vice President and Chief Accounting Officer since May 2005 Age: 59 |

  37. 2024 Named Executive Officers

    | * Mr. McKenna served as Senior Vice President and Chief Operating Officer during 2021 and has served as Executive Vice President and Chief Operating Officer since January 2022. Ms. Howell served as Vice President, General Counsel, and Secretary from January 2019 through December 2021 and has served as Senior Vice President, General Counsel, and Secretary since January 2022. |

  38. 2024 Named Executive Officers

    The Board has delegated to the Compensation and Human Capital Committee (referred to in this CD&A simply as the “Committee”) the duty of designing and overseeing the Company’s executive compensation program. The Committee is comprised entirely of independent (pursuant to NYSE and SEC rules, and the Company’s own Independence Guidelines) members of the Board. The Company’s executive compensation program is designed to:

  39. 2024 Named Executive Officers

    | ● | provide competitive total compensation consistent with job scope, experience, and related skills; | | ● | link bonus opportunities to the Company’s performance; | | ● | grant equity compensation at competitive levels, a significant portion of which is performance-based; | | ● | avoid unnecessary and imprudent risks; and | | ● | attract and motivate talented executive officers and minimize turnover of senior-level Company employees, which contributes to the stability and continuity of senior leadership. |

  40. Compensation and Governance Practices

    | * Assuming target performance is achieved, when applicable, and based on grant date values of annual equity awards. Does not take into account any one-time equity awards outside of the annual equity award cycle. |

  41. Compensation Philosophy and Objectives

    | 1 | compensation should be incentive-driven, with a balanced short-term and long-term focus; | | 2 | a significant portion of pay for executive officers should be “at-risk;” | | 3 | a significant portion of annual incentive compensation should be tied to the overall performance of the Company; | | 4 | a portion of annual incentive compensation should be tied to individual performance; and | | 5 | a significant portion of long-term incentive awards should be contingent upon Company performance. |

  42. Independent Compensation Consultant; Use of Market Data

    Independent Compensation Consultant; Use of Market Data In 2024, the Committee retained a compensation consultant, Compensation Advisory Partners, to advise the Committee on the design and administration of the Company’s short-term and long-term incentive compensation programs and to provide a comprehensive analysis of executive compensation survey data and market trends. The Committee reviewed the services provided by Compensation Advisory Partners and believes that Compensation Advisory Partners was independent in providing executive compensation consulting services to the Committee. In making this determination, the Committee noted that during 2024:

  43. Independent Compensation Consultant; Use of Market Data

    | ● | Compensation Advisory Partners did not provide any services to the Company or management other than services requested by or with the approval of the Committee, and its services were limited to advising on executive and director compensation-related matters. Specifically, Compensation Advisory Partners did not provide, directly or indirectly through any affiliates, any non-executive employee compensation services, such as pension consulting or human resource outsourcing; | | ● | Compensation Advisory Partners maintained a conflict of interest policy, which was provided to the Committee, with specific policies and procedures designed to ensure independence; | | ● | Fees paid to Compensation Advisory Partners by the Company during 2024 were less than 1% of their total revenue; | | ● | None of the Compensation Advisory Partners consultants working on Company matters had any business or personal relationship with Committee members; | | ● | None of the Compensation Advisory Partners consultants working on Company matters had any business or personal relationship with any executive officer of the Company; and | | ● | None of the Compensation Advisory Partners consultants working on Company matters owned Company stock. |

  44. Independent Compensation Consultant; Use of Market Data

    The Committee monitors the independence of its outside consultants on a periodic basis. During 2024, the Committee consulted with Compensation Advisory Partners regarding the Company’s short-term and long-term incentive compensation programs, as well as market trends and executive compensation peer group and other survey data, as described below. Compensation Advisory Partners has provided the Committee with detailed analysis and recommendations on the structure of the Company’s short-term and long-term incentive compensation programs in terms of design, metrics, and payout opportunities, and the Committee intends to continue to periodically refine the Company’s short-term and long-term incentive compensation programs based on a number of factors, including its compensation consultant’s recommendations, market trends in the Company’s industry, and general economic conditions. In 2024 Compensation Advisory Partners also advised the Nominating, Governance, and Sustainability Committee on non-employee director compensation.

  45. Peer Group and the Benchmarking Process

    Peer Group and the Benchmarking Process The Committee reviews executive compensation levels annually using peer group and other survey data provided by its compensation consultant. The Committee does not attempt to set executive compensation at a pre-defined percentile of the market, but the Committee does use comparative data in an effort to be better informed in its executive compensation-related decisions. The Committee believes that, due to the Company’s unique position in its industry, there are no directly comparable companies in the broader market for the purpose of determining appropriate compensation comparators for the compensation of its executive officers and, for this reason, does not depend solely on a “peer group” to determine executive officer compensation. It does, however, review executive compensation against compensation paid to executive officers holding similar positions in certain select “peer group” companies. For purposes of making 2024 executive compensation decisions, this peer group was as follows:

  46. Peer Group and the Benchmarking Process

    | 36 | | | 2025 Proxy Statement |

  47. Peer Group and the Benchmarking Process

    Use of Tally Sheets

  48. Peer Group and the Benchmarking Process

    | 2024 PEER GROUP | | | | ● EMCOR Group, Inc. | ● MasTec, Inc. | ● KBR, Inc. | | ● ABM Industries Incorporated | ● Tutor Perini Corporation | ● Valmont Industries, Inc. | | ● Granite Construction Incorporated | ● Dycom Industries, Inc. | ● MYR Group Inc. | | ● Primoris Services Corporation | ● Tetra Tech, Inc. | ● IES Holdings, Inc. | | ● APi Group Corporation | ● Sterling Infrastructure, Inc. | ● Limbach Holdings, Inc. | | ● Ameresco, Inc. | ● Oshkosh Corporation | ● MDU Resources Group, Inc. |

  49. Peer Group and the Benchmarking Process

    In determining the appropriateness of the foregoing companies, the Committee, in consultation with Compensation Advisory Partners, considered factors such as historical revenue, the company’s earnings before interest, taxes, depreciation, and amortization (EBITDA), and total shareholder return, in addition to the primary industry, enterprise value, and market capitalization of each company. In August 2024, this peer group was further refined by the Committee, in consultation with Compensation Advisory Partners and considering these same factors, to remove Ameresco, Inc. and Limbach Holdings, Inc. and to add Fluor Corporation and AECOM, as the Committee determined that such revisions would realign the peer group to better reflect the factors as set forth above, including historical revenue and market capitalization. The Committee uses a combination of the peer group and survey data from certain other industry companies to provide a general market review of the reasonableness of total compensation levels for the Company’s executive officers; however, the Committee does not use the peer group or survey data for any other purpose or otherwise formally benchmark the compensation of the Company’s executive officers.

  50. Use of Tally Sheets

    Use of Tally Sheets The Committee routinely uses tally sheets to assist it in analyzing executive officers’ total compensation. Tally sheets provide the Committee with information about the following components of compensation paid or granted over the preceding three-year period: cash compensation, including salary and annual incentive compensation, and long-term incentive compensation. These tally sheets also provide an estimate of amounts payable in the event of a voluntary or involuntary termination of employment, including by reason of death, disability, or a change in control resulting in termination of employment. The Committee also reviews information regarding long-term incentive awards, including statistics on share usage, analysis of current “in-the-money” values of outstanding option grants and current values of time-vesting restricted stock unit (“RSU”) and performance-vesting restricted stock unit (“PSU”) awards, and a summary of current and past performance results.

  51. Chief Executive Officer Compensation

    Chief Executive Officer Compensation Each year, the Committee meets in executive session (i.e., separately from management) to evaluate the Chief Executive Officer’s performance and determine his total compensation. The Committee conducts an assessment of the Chief Executive Officer’s performance as well as an assessment of other relevant factors, such as the Company’s performance, individual tenure, and position tenure, and sets the Chief Executive Officer’s compensation for each year based on the Committee’s assessment of these factors. Although the Committee does not attempt to set the Chief Executive Officer’s target compensation at any specific percentile of compensation for peer group companies, the Committee does use peer group and other survey data as context in reviewing the Chief Executive Officer’s overall compensation levels and approving compensation actions, as described above. Based on this data, the Committee determined that the Chief Executive Officer’s target compensation was below the market median in 2024.

  52. Elements of Compensation

    | | COMPENSATION ELEMENT | OBJECTIVE | KEY CHARACTERISTICS | | | BASE SALARY | ● Provide a fixed level of cash compensation for performing day-to-day functions ● Attract and retain strong executive talent | ● Levels are evaluated annually by the Committee ● For 2024, base salaries were established based on a number of factors, including each executive’s performance and time in his or her role, advice from the Committee’s independent compensation consultant, and analysis of peer group and survey data and economic conditions | | | ANNUAL INCENTIVE PLAN | ● Reward annual financial and individual performance | ● Target awards are established as a percentage of base salary ● The majority of each award’s target opportunity is based on the achievement of objective, pre-established goals related to the Company’s EPS and FCF performance | | | LONG-TERM INCENTIVE AWARDS | ● Reward long-term Company performance ● Encourage focus on growing stockholder value ● Align management’s interests with stockholders’ interests ● Encourage retention of key management employees, stability, and continuity of leadership | ● Awards are provided through a combination of time-vesting RSUs and dollar-denominated PSUs ● Dollar-denominated PSUs are earned based on the achievement of objective, pre-established performance goals, including total shareholder return relative to certain comparable companies and the Company’s EPS performance ● RSUs are subject to a three-year vesting schedule; dollar-denominated PSUs that are earned based on performance cliff vest following the end of a three-year performance period | | | BENEFITS | ● Attract and retain strong executive talent ● Provide basic financial stability | ● Participation in health, welfare, and retirement benefit plans, generally on the same terms as all other full-time employees of the Company |

  53. Elements of Compensation

    While base salaries, together with health, welfare, and retirement benefits, are designed to provide basic compensation and financial stability, the purpose of annual incentive compensation is primarily to encourage the Company’s executive officers to focus on the execution of the Company’s business strategy and plan for the current year. Long-term incentives, granted in the form of RSUs and PSUs, are designed to:

  54. Elements of Compensation

    | ● | align executive officers’ interests with those of stockholders; | | ● | incentivize them to attain longer-term Company performance goals; and | | ● | encourage them to remain with the Company. |

  55. Base Salary

    Base Salary The Committee determines base salary for our executive officers after considering several factors, including the executive’s individual experience, performance, and individual skills. Only after weighing these factors does the Committee consider peer group and/or survey data. The Committee uses executive officers’ performance assessments, Company performance, peer group and other survey data, as described above, and its own analysis of the executive officer’s individual performance to determine each executive’s base salary at least annually. Following its review of peer group and market data and the other factors described above, and taking into account the Company’s strong performance, on December 6, 2023, the Committee approved an increase in each Named Executive Officer’s base salary as set forth in the table below, effective January 1, 2024. The Committee believes that these increases were appropriate to reward the Named Executive Officers and bring their base salaries more in line with the market.

  56. Annual Incentive Plan

    Annual Incentive Plan The Named Executive Officers are eligible to participate in a cash-based annual incentive plan and receive incentive bonuses based on actual performance against key business and individual goals. The annual incentive plan consists of two distinct components: a corporate financial performance component and an individual performance component. In 2024, consistent with previous years, the corporate financial performance component of the annual incentive plan rewarded the achievement of EPS and FCF goals (together, the “Corporate Financial Incentive”). The Committee believes that EPS remains an important metric for the Company because it encourages a focus on profitability. The Committee continued the use of FCF as a metric under the annual incentive plan because it incentivizes management’s focus on increasing the Company’s cash flow. The second, smaller, component of the annual incentive plan rewarded the achievement of specified individual performance goals (the “Individual Performance Incentive”). Each year, the Committee determines the threshold, target, and maximum incentive opportunities for the Company’s executive officers, as a percentage of the executive’s base salary. To determine these base salary percentages for each Named Executive Officer for 2024, in addition to historical and projected Company financial performance, the Committee considered the Named Executive Officer’s historical annual incentive levels and the degree to which a Named Executive Officer’s efforts and job function were expected to influence and contribute to the Company’s financial performance. After assigning threshold, target, and maximum base salary percentages for each Named Executive Officer, the Committee then used peer group and other survey data, as described above, to assess the reasonableness of such assigned levels. Target annual incentive opportunities for the Named Executive Officers for 2024 are summarized in the table below, which were unchanged as compared to 2023 targets:

  57. Annual Incentive Plan

    | | Target Annual Incentive Opportunity as a Percent of Base Salary | | | | Named Executive Officer | Target Corporate Financial Incentive | Target Individual Performance Incentive | Total Target Incentive Opportunity | | Brian Lane | 110% | 10% | 120% | | William George | 90% | 10% | 100% | | Trent McKenna | 90% | 10% | 100% | | Laura Howell | 65% | 10% | 75% | | Julie Shaeff | 65% | 10% | 75% |

  58. Annual Incentive Plan

    For the Corporate Financial Incentive, annual incentive opportunities were allocated 70% to the EPS portion and 30% to the FCF portion. For each metric, each Named Executive Officer had a threshold opportunity of 40% of his or her target annual incentive opportunity and a maximum annual incentive opportunity of 200% of his or her target annual incentive opportunity.

  59. Corporate Financial Incentive Criteria

    Corporate Financial Incentive Criteria At the beginning of each year, the Committee sets a threshold, target, and maximum performance level for each corporate performance goal for purposes of the Corporate Financial Incentive component of the annual incentive plan. For each of the Named Executive Officers for 2024, consistent with prior years, the EPS portion of the Corporate Financial Incentive represented 70% of the total Corporate Financial Incentive opportunity, and the FCF portion of the Corporate Financial Incentive represented 30% of the total Corporate Financial Incentive opportunity. If neither the EPS nor FCF thresholds were met, then no portion of the Corporate Financial Incentive would be paid. If only one of the EPS or FCF thresholds were met, then only that portion of the Corporate Financial Incentive would be paid. In setting the EPS and FCF threshold, target, and maximum performance levels, the Committee reviews management’s recommendations and then considers the Company’s historical financial performance as well as projections for the industry and industry historical financial performance and projections. The Committee sets EPS and FCF at levels that it considers aggressive but attainable with the intention that the Named Executive Officers will be encouraged to strive for continued improvement in Company performance, ultimately benefiting the Company’s stockholders, and to continue those efforts even after the EPS and/or FCF threshold performance levels have been achieved. The Committee believes that the added value that results from the Company’s achievement of EPS and/or FCF goals above the threshold performance levels to the Company and its stockholders is sufficient to justify the proportionate increases in amounts paid to the Named Executive Officers for achievement above threshold performance levels.

  60. Corporate Financial Incentive Criteria

    The threshold, target, and maximum performance levels for each of the corporate performance goals for 2024 annual incentives were as set forth in the table below. For performance between threshold, target, and maximum performance levels, the amount that is earned is determined on a straight-line basis.

  61. 2024 Corporate Financial Incentive Goals

    | EPS | Threshold | $6.30 | | | Target | $9.00 | | | Max | $11.70 | | FCF | Threshold | $150.5M | | | Target | $215.0M | | | Max | $279.5M |

  62. 2024 Corporate Financial Incentive Goals

    For purposes of the annual incentive plan and consistent with previous years, (i) EPS was calculated from the Company’s audited financial statements for the year ended December 31, 2024 in accordance with U.S. generally accepted accounting principles, except that it did not take into account: (A) goodwill impairment; (B) write-off of debt costs; (C) restructuring charges; (D) any cumulative effect of a change in accounting principles; or (E) any other unusual or non-recurring items as determined by the Committee; and (ii) FCF was calculated by excluding: (A) certain unusual items, as determined by the Committee; and (B) certain items related to acquisitions or sales of businesses, including less customary capital expenditures plus the proceeds from asset sales. FCF is defined as cash flow from operating activities less customary capital expenditures, plus the proceeds from asset sales. In 2024, the Committee did not make any adjustments to EPS or FCF for purposes of determining levels of achievement under the annual incentive plans. For a further discussion of how we calculate EPS and FCF, see the “Liquidity and Capital Resources” section and Note 14 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. The Company’s EPS and FCF for calculating incentive compensation achievement levels for 2024 were $14.60 and $743.5 million, respectively. The amounts earned by each of the Named Executive Officers in respect of the Corporate Financial Incentive under the annual incentive plan for 2024 are set forth in the table below.

  63. 2024 CORPORATE FINANCIAL INCENTIVE ACHIEVEMENT LEVELS

    | | | EPS Incentive Award Achievement | | FCF Incentive Award Achievement | | Corporate Financial Incentive Awarded | | | Named Executive Officer | Base Salary $ | (As a % of Base Salary) | (In Dollars) $ | (As a % of Base Salary) | (In Dollars) $ | (As a % of Base Salary) | (In Dollars) $ | | Brian Lane | 1,100,000 | 154.0% | 1,694,000 | 66.0% | 726,000 | 220.0% | 2,420,000 | | William George | 750,000 | 126.0% | 945,000 | 54.0% | 405,000 | 180.0% | 1,350,000 | | Trent McKenna | 575,000 | 126.0% | 724,500 | 54.0% | 310,500 | 180.0% | 1,035,000 | | Laura Howell | 475,000 | 91.0% | 432,250 | 39.0% | 185,250 | 130.0% | 617,500 | | Julie Shaeff | 400,000 | 91.0% | 364,000 | 39.0% | 156,000 | 130.0% | 520,000 |

  64. Individual Performance Incentive

    Individual Performance Incentive In addition to, and independent from, the Corporate Financial Incentive portion of the annual incentive plan, for 2024 each Named Executive Officer was eligible to receive the Individual Performance Incentive, which is annual incentive compensation based on the executive’s achievement of individual performance goals related to the Company’s business and strategy. At the beginning of 2024, each Named Executive Officer, including the Chief Executive Officer, identified individual performance goals for the upcoming year. Each Named Executive Officer’s individual performance goals were discussed and identified in consultation with (i) the Chief Executive Officer, in the case of Messrs. George and McKenna and Ms. Howell, (ii) the Chief Financial Officer, in the case of Ms. Shaeff, and (iii) the Committee, in the case of Mr. Lane. These goals varied depending on the roles and responsibilities for each Named Executive Officer. For 2024, specific goals for each Named Executive Officer included:

  65. Individual Performance Incentive

    | Executive | 2024 Individual Performance Goals | | | Brian Lane | | Accomplish operational goals related to strategic, company-wide development | | | | Advance strategic succession planning initiatives | | | | Improve Company-wide employee safety measure(1) | | | | Achieve Company-wide talent goals | | William George | | Advance strategic acquisition and succession planning initiatives | | | | Improve Company-wide employee safety measure(1) | | Trent McKenna | | Accomplish enterprise strategy, professional development, and succession planning goals | | | | Advance strategic service growth initiatives | | | | Improve Company-wide employee safety measure(1) | | | | Achieve Company-wide talent goals | | Laura Howell | | Accomplish cybersecurity strategy priorities | | | | Ensure success of additional sustainability initiative priorities | | | | Improve Company-wide employee safety measure(1) | | | | Achieve Company-wide talent goals | | Julie Shaeff | | Complete 2024 target implementations for ERP strategy | | | | Accomplish certain professional development goals | | | | Improve Company-wide employee safety measure(1) |

  66. Long-Term Incentives

    Long-Term Incentives In 2024, LTI grants made to the Named Executive Officers consisted of RSUs and PSUs, the latter of which are denominated in dollar amounts but, once earned, are settled in shares of Common Stock based on the market value of the Common Stock following the end of the applicable performance period. The Committee designs the components and weightings of LTI awards to encourage the achievement of key performance goals and retention and also to balance the performance metrics utilized among the Company’s performance relative to certain comparable companies, the Company’s ongoing profitability, and the performance of the Common Stock. The Committee believes that these awards promote a long-term view and further align the executive officers’ interests with those of our stockholders. From 2012 through 2018, the Company’s executive officers were generally granted PSUs, RSUs, and stock options on an annual basis. The Committee modified the structure for LTI awards in March 2019 by removing stock options from annual LTI grants and rebalancing the awards so that 50% of the LTI grant was in the form of RSUs and 50% was in the form of PSUs, based on grant date value and, for PSUs, assuming target performance is achieved. This decision was based, in part, on input from its compensation consultant, and was the first significant structural change since the previous LTI structure was adopted in 2012. The Committee believed that removing stock options and allocating more value to the PSU and RSU awards better aligned the Company’s compensation program with peer and broader market practices. The mix provides a balanced approach to long-term retention through the use of RSU awards while still including a heavy emphasis on performance-based awards through the use of PSUs. The Company’s annual LTI grants for the Named Executive Officers in March 2024 followed this 50% RSU and 50% PSU structure.

  67. Long-Term Incentives

    | | | 2025 Proxy Statement | 43 |

  68. Long-Term Incentives

    | Award Type | Description | Alignment With and Key Benefits to Stockholders | | RSUs | ● 50% of total LTI grant value ● Vest ratably over three years | ● Value dependent upon stock price performance ● Enhances retention of executive talent ● Encourages long-term stock ownership | | PSUs | ● 50% of total LTI grant value (assuming target performance) ● Vest following the end of a three-year performance period, contingent upon achievement of specified levels of performance measured for each year during such period ● Dollar-denominated awards ● Settled in shares based upon stock price following the end of the performance period ● Performance based upon: EPS performance (50%) and TSR (defined below) performance against peers (50%) | ● Performance-based ● EPS performance goals reward focus on sustainable year-over-year profitability ● TSR performance goals reward focus on producing stockholder returns in excess of those produced by comparable companies |

  69. 2024 ANNUAL LTI GRANTS*

    2024 ANNUAL LTI GRANTS* *Based on grant date fair value, assuming target performance.

  70. 2024 ANNUAL LTI GRANTS*

    | 44 | | | 2025 Proxy Statement |

  71. 2024 ANNUAL LTI GRANTS*

    The Committee believes that LTI compensation should be correlated with salary and short-term incentive compensation. As such, the Committee uses a percentage of each executive officer’s base salary to determine the total dollar amount of the LTI compensation award to be granted to that executive each year, based on grant date values and, for PSUs, assuming target performance is achieved. The Committee determines these percentage levels by analyzing each executive officer’s tenure, responsibilities, and professional experience, recommendations from its compensation consultant based on peer group and other survey data, as described above, and the executive officer’s historical annual LTI compensation levels. For 2024, the following percentage of base salary was used for the Named Executive Officers to determine the grant date value of annual LTI awards: Mr. Lane, 410% of base salary; Mr. George, 190% of base salary; Mr. McKenna, 175% of base salary; Ms. Howell, 145% of base salary; and Ms. Shaeff, 105% of base salary. Following its review of peer group and market data and the other factors described above, and taking into account the Company’s strong performance, on December 6, 2023, the Committee approved an increase in each Named Executive Officer’s annual LTI awards, as a percentage of his or her base salary, as set forth in the table below. The Committee believes that these increases were appropriate to reward the Named Executive Officers, further align their interest with our stockholders, and bring their LTI awards and compensation generally more in line with the market.

  72. 2024 ANNUAL LTI GRANTS*

    | Named Executive Officer | 2024 LTI Percentage | 2023 LTI Percentage | | Brian Lane | 410% | 325% | | William George | 190% | 170% | | Trent McKenna | 175% | 145% | | Laura Howell | 145% | 100% | | Julie Shaeff | 105% | 85% |

  73. 2024 ANNUAL LTI GRANTS*

    Once each executive officer’s total grant date value is determined, the number of RSUs and the value of PSUs is determined. The number of RSUs granted is determined by dividing the total dollar amount of the RSUs to be granted by the closing price of the Company’s stock on the date of grant, and rounding down to the nearest full RSU. PSUs are denominated in dollars. As an illustration, Mr. Lane’s 2024 award of LTI compensation was calculated as follows: Total Amount of Award: 410% of base salary of $1,100,000 equals $4,510,000. RSUs Awarded: 50% of $4,510,000 equals $2,255,000 in value of RSUs. $2,255,000 divided by $314.31 (the closing price of the Common Stock on the date of grant) equals 7,174 RSUs. PSUs Awarded: 50% of $4,510,000 equals $2,255,000 in value of PSUs (dollar-denominated, assuming target performance). The table below sets forth the 2024 annual LTI awards for each of the Named Executive Officers:

  74. 2024 ANNUAL LTI GRANTS*

    | Named Executive Officer | Base Salary $ | Salary Percentage For Calculating Plan Awards | Number of RSUs Awarded | Dollar Value of PSUs Awarded (At Target) $ | Value of Awards Under Plan (At Target) $ | | Brian Lane | 1,100,000 | 410% | 7,174 | 2,255,000 | 4,510,000 | | William George | 750,000 | 190% | 2,266 | 712,500 | 1,425,000 | | Trent McKenna | 575,000 | 175% | 1,600 | 503,125 | 1,006,250 | | Laura Howell | 475,000 | 145% | 1,095 | 344,375 | 688,750 | | Julie Shaeff | 400,000 | 105% | 668 | 210,000 | 420,000 |

  75. 2024 ANNUAL LTI GRANTS*

    | | | 2025 Proxy Statement | 45 |

  76. PSU DESIGN

    PSU DESIGN Upon vesting, PSUs will be settled in shares of Common Stock, with the number of such shares determined by dividing the dollar value of vested PSUs (which may be up to 200% of the original dollar value of such PSUs) by the market value of the Common Stock following the end of the applicable three-year performance period. PSUs are earned based on the level of achievement of the two goals set forth in the table below, both of which are measured on an annual basis over a three-year performance period, and earned PSUs vest in full upon determination of the level of achievement of the performance metrics by the Committee following the end of the applicable three-year performance period, generally subject to continued employment through the end of the three-year performance period.

  77. PSU DESIGN

    | Performance Measure | Measurement | Percentage of Performance Award Subject to Measure | | Earnings Per Share | ● Company’s actual EPS performance relative to pre-established EPS performance goals | ● 50% | | Relative Total Shareholder Return | ● Company’s performance relative to comparable companies* | ● 50% |

  78. PSU DESIGN

    | * For purposes of measuring the Company’s relative total shareholder return for awards granted in 2024, the identified group of comparable companies consists of: Matrix Service Company; Primoris Services Corporation; Tutor Perini Corporation; Stantec Inc.; Dycom Industries Inc.; MasTec, Inc.; Sterling Infrastructure, Inc.; EMCOR Group Inc.; MYR Group, Inc.; Quanta Services, Inc.; Tetra Tech Inc.; Great Lakes Dredge & Dock Corporation; Granite Construction Incorporated; Limbach Holdings, Inc.; and APi Group Corporation. Based on industry analysis and feedback from financial analysts, the Company believes these companies are the most likely to compete with the Company for investment by institutional investors. This group of comparable companies is not used for benchmarking the compensation of the Named Executive Officers. |

  79. Relative Total Shareholder Return (“TSR”)

    Relative Total Shareholder Return (“TSR”) The relative TSR measure compares the Company’s TSR to the TSR of a specified group of comparable companies, and payouts are determined by the Company’s rank relative to others in the group. For each year in the three-year performance period, TSR is calculated by determining the difference between the average closing price of a company’s common stock during the first 30 consecutive days of the year and the last 30 consecutive days of the year. The calculation assumes that dividends are reinvested in additional shares. The Company’s TSR is then compared against the TSR for other companies in the group and assigned a percentile ranking. The Company’s TSR percentile ranking for each of the three years in the performance period are then averaged together to determine the final percentile ranking upon which the payout, if any, will be earned. The following chart shows the range of potential settlement of the PSUs based on the two performance measures, as a percentage of the target amount. The number of PSUs that may be earned ranges from 0% to 200% of the target award amount.

  80. Relative Total Shareholder Return (“TSR”)

    | | Relative TSR | | EPS | | | Performance Level | Percentage of Target Earned | Performance Measure | Percentage of Target Earned | Performance Measure | | Maximum | 200% | 75th Percentile or Above | 200% | Over 120% of Target | | Target | 100% | 50th Percentile | 100% | 100% of Target | | Threshold | 50% | 25th Percentile | 25% | 70% of Target | | Below Threshold | 0% | Below 25th Percentile | 0% | Below 70% of Target |

  81. PSU AWARDS WITH PERFORMANCE PERIOD ENDING IN 2024

    PSU AWARDS WITH PERFORMANCE PERIOD ENDING IN 2024 PSU awards granted in 2022 with a 2022-2024 performance period were settled in early 2025. The following table shows the EPS and TSR levels achieved over such awards’ three-year performance period and the payout factor for these awards.

  82. PSU AWARDS WITH PERFORMANCE PERIOD ENDING IN 2024

    | | 2022 | 2023 | 2024 | 3-Year Average | Payout Factor (% of Target) | | EPS | 117% | 158% | 162% | 146% | 200% | | TSR | 93% | 87% | 73% | 84% | 200% |

  83. RULE OF 75

    RULE OF 75 The “Rule of 75” provides that if an executive officer retires from the Company at a time when the sum of his or her age and his or her years of service at the Company is greater than or equal to 75, then upon the executive’s retirement, the executive will generally have been deemed to have satisfied the continuous employment requirement for any equity award to vest (unless the award provides otherwise). Pursuant to the Rule of 75, all performance-based equity awards will continue to be earned only if the applicable performance measures are satisfied and only up to a maximum of target value, but the requirement that the executive be employed by the Company at the time of vesting based on performance will be deemed to be satisfied. As of December 31, 2024, Messrs. Lane and George and Ms. Shaeff satisfied the Rule of 75.

  84. Perquisites

    Change in Control and Severance Benefits

  85. Change in Control and Severance Benefits

    Change in Control and Severance Benefits The Named Executive Officers and other members of senior management serve as at-will employees of the Company without any guaranteed period of employment. However, the Committee believes that an executive severance policy paired with change in control agreements provide appropriate protections to attract and retain qualified and talented individuals to serve as the Company’s executive officers, permit the Company’s executive officers to focus fully on improving the Company’s operations and long-term success, and protect stockholder value by providing continuity of management during any transition period. The severance and change in control benefits are intended to be set at market-competitive levels and help ensure that the Company can attract and retain talented executive officers. These benefits also help ensure that executive officers remain focused on maximizing stockholder value in the context of an actual or potential transaction that might result in the loss or the diminution of their current positions. The Company believes that these benefits are reasonable and ultimately benefit stockholders. The executive severance policy and change in control agreements are more fully described below under “Potential Payments Upon Termination or Change in Control.”

  86. Equity Award Policy and Practices

    Equity Award Policy and Practices In response to Item 402(x)(1) of Regulation S-K, we generally do not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments. Accordingly, we have no specific policy or practice on the timing of awards of such options in relation to our disclosure of material nonpublic information. In the event we determine to grant new awards of such options in the future, we will evaluate the appropriate steps to take in relation to the foregoing. For fiscal year ended December 31, 2024, we did not grant stock options, stock appreciation rights or similar option-like instruments to any Named Executive Officer.

  87. Summary of Executive Compensation

    | ● | “Base Salary” for information about salary; | | ● | “Annual Incentive Plan” for information about short-term incentives; | | ● | “Long-Term Incentives” for information about equity grants; and | | ● | “Health and Retirement Benefits” and “Perquisites” for information about other compensation. |

  88. Summary Compensation Table

    Summary Compensation Table

  89. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Bonus ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Brian Lane President and Chief Executive Officer | 2024 | 1,100,000 | 4,509,860 | — | 2,541,000 | 25,878 | 8,176,738 | | | 2023 | 1,002,000 | 3,256,375 | — | 2,354,700 | 22,384 | 6,635,459 | | | 2022 | 871,200 | 2,613,579 | 87,120 | 1,794,520 | 20,289 | 5,386,708 | | William George Executive Vice President and Chief Financial Officer | 2024 | 750,000 | 1,424,726 | — | 1,470,000 | 13,728 | 3,658,454 | | | 2023 | 633,000 | 6,116,348 | — | 1,231,185 | 11,124 | 7,991,657 | | | 2022 | 550,000 | 879,938 | 55,000 | 947,966 | 10,597 | 2,443,501 | | Trent McKenna Executive Vice President and Chief Operating Officer | 2024 | 575,000 | 1,006,021 | — | 1,070,363 | 11,564 | 2,662,948 | | | 2023 | 506,000 | 733,598 | — | 951,280 | 9,374 | 2,200,252 | | | 2022 | 440,000 | 571,969 | 44,000 | 757,273 | 8,469 | 1,821,711 | | Laura Howell Senior Vice President, General Counsel, and Secretary | 2024 | 475,000 | 688,544 | — | 684,000 | 9,334 | 1,856,878 | | | 2023 | 425,000 | 424,895 | — | 621,563 | 9,280 | 1,480,738 | | | 2022 | 350,000 | 279,931 | 35,000 | 455,048 | 8,101 | 1,128,080 | | Julie Shaeff Senior Vice President and Chief Accounting Officer | 2024 | 400,000 | 419,959 | — | 586,000 | 10,681 | 1,416,640 | | | 2023 | 367,000 | 311,882 | — | 543,160 | 10,511 | 1,232,553 | | | 2022 | 333,000 | 266,385 | 33,300 | 432,946 | 8,987 | 1,074,618 |

  90. Summary Compensation Table

    | | | 2025 Proxy Statement | 51 |

  91. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information concerning awards granted under the Company’s annual incentive plan and equity incentive plan during 2024 for the Named Executive Officers. For further information related to grants of plan-based awards, see the subsection of the CD&A titled “Annual Incentive Plan” and the subsection of the CD&A titled “Long-Term Incentives.”

  92. Grants of Plan-Based Awards

    | | | 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) | Grant Date Fair Value of Stock Awards ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | Brian Lane | | 539,000 | 1,320,000 | 2,640,000 | — | — | — | — | — | | | 3/20/24 | — | — | — | 281,875 | 2,255,000 | 4,510,000 | — | 2,255,000 | | | 3/20/24 | | — | — | — | — | — | 7,174 | 2,254,860 | | William George | | 307,500 | 750,000 | 1,500,000 | — | — | — | — | — | | | 3/20/24 | — | — | — | 89,063 | 712,500 | 1,425,000 | — | 712,500 | | | 3/20/24 | — | — | — | — | — | — | 2,266 | 712,226 | | Trent McKenna | | 235,750 | 575,000 | 1,150,000 | — | — | — | — | — | | | 3/20/24 | — | — | — | 62,891 | 503,125 | 1,006,250 | — | 503,125 | | | 3/20/24 | — | — | — | — | — | — | 1,600 | 502,896 | | Laura Howell | | 147,250 | 356,250 | 712,500 | — | — | — | — | — | | | 3/20/24 | — | — | — | 43,047 | 344,375 | 688,750 | — | 344,375 | | | 3/20/24 | — | — | — | — | — | — | 1,095 | 344,169 | | Julie Shaeff | | 124,000 | 300,000 | 600,000 | — | — | — | — | — | | | 3/20/24 | — | — | — | 26,250 | 210,000 | 420,000 | — | 210,000 | | | 3/20/24 | — | — | — | — | — | — | 668 | 209,959 |

  93. Grants of Plan-Based Awards

    | (1) Reflects amounts payable under 2024 annual incentive plan awards based on individual and Company performance for 2024, which are described in greater detail in the subsection of the CD&A titled “Annual Incentive Plan.” Goals under the Individual Performance Incentive component of annual incentive plan awards are measured on a scale of 0% - 200% and do not have a threshold payment level. For purposes of this table, it is assumed that each Named Executive Officer realizes (a) 40% of the Corporate Financial Incentive at threshold, 100% at target, and 200% at maximum, and (b) 50% of the Individual Performance Incentive at threshold, 100% at target, and 200% at maximum. | | (2) Reflects amounts payable under dollar-denominated PSUs granted as part of each Named Executive Officer’s 2024 LTI awards based on the satisfaction of Company performance goals applicable to the PSUs. The threshold amount is calculated based on the minimum amount that a Named Executive Officer could earn with respect to the PSUs, calculated as if the EPS performance goal were achieved at the minimum level of performance that would result in a portion of the PSUs being earned and as if the minimum level of performance to earn PSUs based on the relative TSR performance goal were not achieved. For additional information about the PSU awards, see footnote 1 of the Summary Compensation Table and the subsection of the CD&A titled “Long-Term Incentives.” | | (3) Reflects RSUs granted as part of each Named Executive Officer’s 2024 annual LTI awards. For additional information about the RSU awards, see footnote 1 of the Summary Compensation Table and the subsection of the CD&A titled “Long-Term Incentives.” | | (4) Reflects the grant date fair value of LTI awards, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For the RSUs, the value is equal to the number of RSUs multiplied by the closing stock price of the Common Stock on the date of grant ($314.31). For the PSUs, the value is determined as the value at the grant date based on the probable outcome of the performance conditions. For a discussion of valuation assumptions, see Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, and for the maximum value of these awards at grant, see footnote 1 to the Summary Compensation Table above. |

  94. Grants of Plan-Based Awards

    | | | 2025 Proxy Statement | 53 |

  95. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End The following table provides information concerning unexercised stock options, unvested RSUs, and unvested dollar-denominated PSUs held by the Named Executive Officers on December 31, 2024.

  96. Outstanding Equity Awards at Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#)(2) | Market Value of Shares or Units of Stock that have not Vested ($)(3) | Number of Unearned Shares, Units or Other Rights that have not Vested (#)(4) | Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(5) | | Brian Lane | — | — | — | — | | | | | | | | | | | 19,638 | 8,327,690 | | | | | | | | | 6,163 | 2,613,600 | | | | | | | | | | | 10,635 | 4,510,000 | | | | | | | | | 7,679 | 3,256,500 | | William George | 15,422 | — | 36.25 | 03/08/2027 | | | | | | | 14,514 | | 42.50 | 03/07/2028 | | | | | | | | | | | 23,082 | 9,788,153 | | | | | | | | | 2,075 | 880,000 | | | | | | | | | | | 3,360 | 1,425,000 | | | | | | | | | 2,537 | 1,076,100 | | Trent McKenna | — | — | — | — | | | | | | | | | | | 4,377 | 1,856,111 | | | | | | | | | 1,348 | 572,000 | | | | | | | | | | | 2,372 | 1,006,250 | | | | | | | | | 1,730 | 733,700 | | Laura Howell | — | — | — | — | | | | | | | | | | | 2,610 | 1,106,797 | | | | | | | | | 660 | 280,000 | | | | | | | | | | | 1,624 | 688,750 | | | | | | | | | 1,002 | 425,000 |

  97. Outstanding Equity Awards at Year-End

    | | | 2025 Proxy Statement | 55 |

  98. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End

  99. Outstanding Equity Awards at Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#)(2) | Market Value of Shares or Units of Stock that have not Vested ($)(3) | Number of Unearned Shares, Units or Other Rights that have not Vested (#)(4) | Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(5) | | Julie Shaeff | — | — | — | — | | | | | | | | | | | 1,891 | 801,897 | | | | | | | | | 628 | 266,400 | | | | | | | | | | | 990 | 420,000 | | | | | | | | | 735 | 311,950 |

  100. Outstanding Equity Awards at Year-End

    | (1) No Named Executive Officer held any unexercisable options as of December 31, 2024. | | (2) Mr. Lane’s 19,638 unvested RSUs consist of 11,012 RSUs scheduled to vest on April 1st of 2025, 6,235 RSUs scheduled to vest on April 1st of 2026, and 2,391 RSUs scheduled to vest on April 1st of 2027, in each case, generally subject to his continued employment with the Company through the applicable vesting date. | | Mr. George’s 23,082 unvested RSUs consist of 3,634 RSUs scheduled to vest on April 1st of 2025, 8,334 RSUs scheduled to vest on December 1st of 2025, 2,026 RSUs scheduled to vest on April 1st of 2026, 8,333 RSUs scheduled to vest on December 1st of 2026, and 755 RSUs scheduled to vest on April 1st of 2027, in each case, generally subject to his continued employment with the Company through the applicable vesting date. | | Mr. McKenna’s 4,377 unvested RSUs consist of 2,444 RSUs scheduled to vest on April 1st of 2025, 1,400 RSUs scheduled to vest on April 1st of 2026, and 533 RSUs scheduled to vest on April 1st of 2027, in each case, generally subject to his continued employment with the Company through the applicable vesting date. | | Ms. Howell’s 2,610 unvested RSUs consist of 1,379 RSUs scheduled to vest on April 1st of 2025, 866 RSUs scheduled to vest on April 1st of 2026, and 365 RSUs scheduled to vest on April 1st of 2027, in each case, generally subject to her continued employment with the Company through the applicable vesting date. | | Ms. Shaeff’s 1,891 unvested RSUs consist of 1,078 RSUs scheduled to vest on April 1st of 2025, 590 RSUs scheduled to vest on April 1st of 2026, and 223 RSUs scheduled to vest on April 1st of 2027, in each case, generally subject to her continued employment with the Company through the applicable vesting date. | | The number of units in the bottom most row of this column for each Named Executive Officer relates to the PSU awards granted for the 2022-2024 performance period. The three-year average performance payout factor for the EPS component of these awards was 200%. The three-year average performance payout factor for the relative TSR component of these awards was 200%. For purposes of this table, the number of units has been determined by dividing the cash value of the portion of the awards earned based on actual performance by $424.06, the closing price of a share of Common Stock on December 31, 2024. The actual number of shares that were delivered in respect of these awards was determined by dividing the cash value of the awards earned based on actual performance by $357.53, the closing price of a share of Common Stock on March 19, 2025, the date when the performance was determined by the Compensation and Human Capital Committee. | | (3) The market value is based on the closing price of a share of Common Stock ($424.06) as of December 31, 2024 for unvested RSUs, and is based on the actual dollar amount earned under the PSU awards for the 2022-2024 performance period, given that these awards are dollar-denominated awards. | | (4) The number of shares in this column relates to outstanding PSU awards for the 2023-2025 and 2024-2026 performance periods, with the PSU awards for the 2023-2025 performance period in the bottom most row of this column for each Named Executive Officer. The number of shares underlying PSU awards is determined by calculating the market value of shares of Common Stock underlying such PSU awards assuming maximum performance is achieved, as described in more detail in footnote 5 below, divided by the closing price of a share of Common Stock ($424.06) as of December 31, 2024. The actual number of shares that will be delivered in respect of outstanding PSU awards will depend on the performance achieved for the relevant performance periods and the market value of shares of Common Stock on the date of delivery. | | (5) PSU awards are denominated in dollar amounts and are settled by delivery of shares of Common Stock following the end of the applicable performance period. PSU awards are subject to both time-based and performance-based vesting and vest only to the extent that the relevant performance metrics are achieved during the applicable performance period. Thus, at any time prior to the end of the applicable performance period, the exact number of shares of Common Stock underlying unvested PSU awards is not readily identifiable. Instead, the Company has included the dollar value that a Named Executive Officer would earn under outstanding PSU awards for each of the 2023-2025 and 2024-2026 performance periods assuming achievement of maximum performance, with the dollar value for the 2023-2025 performance period in the bottom most row of this column for each Named Executive Officer. |

  101. Outstanding Equity Awards at Year-End

    | 56 | | | 2025 Proxy Statement |

  102. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information on option exercises and stock vested in 2024 related to the Named Executive Officers and the resulting value realized.

  103. Option Exercises and Stock Vested

    | | Option Awards | | RSU Awards | | PSU Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(3) | | Brian Lane | — | — | 13,923 | 4,455,778 | 7,558 | 2,375,555 | | William George | — | — | 12,996 | 5,615,968 | 2,544 | 799,605 | | Trent McKenna | 4,000 | 1,781,615 | 2,937 | 939,928 | 1,462 | 459,521 | | Laura Howell | — | — | 1,514 | 484,525 | 714 | 224,417 | | Julie Shaeff | — | — | 1,421 | 454,763 | 806 | 253,334 |

  104. Option Exercises and Stock Vested

    | (1) The value realized on the exercise of stock options is the difference between (a) the price at which the shares of Common Stock were sold upon exercise of the stock option on the date of exercise (or, if inapplicable due to a cash exercise, the closing price of the Common Stock on the date of exercise), and (b) the exercise price of the option. | | (2) The value realized on the vesting of RSU awards is determined based on the average of the high and low price of the Common Stock on the vesting date. | | (3) Represents PSUs that were earned with respect to the 2021-2023 performance period and that were settled in early 2024. The value realized on the vesting of PSU awards is calculated based on the closing price of the Common Stock on March 20, 2024, the date when the performance was determined by the Compensation and Human Capital Committee. |

  105. Pension Benefits

    Pension Benefits We currently have no defined benefit pension plans.

  106. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation We currently have no defined contribution plans that provide for the deferral of compensation on a basis that is not tax-qualified.

  107. Nonqualified Deferred Compensation

    | | | 2025 Proxy Statement | 57 |

  108. Nonqualified Deferred Compensation

    The Company maintains an Executive Severance Policy that covers the Named Executive Officers and other key employees and has entered into change in control agreements with each Named Executive Officer, as described below. Under the Executive Severance Policy, in addition to providing outplacement assistance of up to $50,000 and reimbursing former executive officers’ insurance premiums for continuing COBRA coverage under the Company’s policies for up to 12 months if they do not have insurance coverage available through another employer, the Company will pay a lump-sum amount equal to (i) the sum of the executive officer’s current base salary plus bonus (consisting of the greater of the average annual incentive plan bonus paid during the last three years or the annual incentive plan bonus for the year of termination of employment, determined following completion of the applicable performance period pursuant to the goals established for such bonus), times (ii) the applicable multiplier set forth below, if an executive officer’s employment is terminated by the Company without cause, and not due to death or disability:

  109. Nonqualified Deferred Compensation

    | ● | Two times such amounts for the Chief Executive Officer or the President; | | ● | One and one-half times such amounts for the Chief Financial Officer, Chief Operating Officer, or an Executive Vice President; | | ● | One times such amounts for the Chief Accounting Officer, Chief Legal Officer or General Counsel, and certain specified Senior Vice Presidents; and | | ● | One-half times such amounts for any other employees who have been subject to reporting under Section 16 of the Exchange Act while employed by the Company or who have been otherwise designated by the Compensation and Human Capital Committee to participate in the plan, but not at a different participation level. |

  110. Nonqualified Deferred Compensation

    In the case of death or disability, the Executive Severance Policy provides for the Company’s payment of a one-time lump-sum amount equal to the executive’s annual base salary reduced by any benefits payable under Company-paid life or disability insurance policies. No amounts are paid under the policy on a voluntary termination of employment or a termination of employment by the Company for cause. The change in control agreements with the Named Executive Officers provide severance benefits in connection with certain qualifying terminations following a change in control. Severance benefits under the change in control agreements are triggered in case of a termination of employment by the Company (or its successor) without cause or by the executive for good reason, in each case, within 12 months following the change in control event. The current change in control agreements with Messrs. Lane and George and Ms. Shaeff also provide for severance benefits if the executive resigns from the Company (with or without good reason) within 90 days following the change in control event. As we have previously disclosed, new change in control agreements entered into after February 2014 do not include this feature, and, as such, it is not included in either Mr. McKenna’s or Ms. Howell’s change in control agreement. In addition to reimbursement of the former executive officers’ insurance premiums for continuing COBRA coverage under the Company’s policies for up to 12 months if they do not have insurance coverage available through another employer, these agreements provide for the Company’s payment of a lump-sum amount equal to (i) the sum of the officer’s current base salary plus bonus (the greater of the average incentive plan bonus paid during the last three years or annual incentive plan bonus for the year of termination of employment, determined following completion of the applicable performance period pursuant to the goals established for such bonus), times (ii) the applicable multiplier set forth below, to the Named Executive Officers upon a qualifying termination of employment within 12 months following a change in control event:

  111. Nonqualified Deferred Compensation

    | ● | Two times such amounts for Messrs. Lane, George, and McKenna; and | | ● | One times such amounts for Mses. Shaeff and Howell. |

  112. Nonqualified Deferred Compensation

    Under the change in control agreements, Messrs. Lane and George and Ms. Shaeff may be entitled to so-called golden parachute excise tax gross ups in connection with change in control payments in certain circumstances. The Company eliminated the practice of providing for gross-up payments in change in control or other agreements on a going-forward basis, starting in 2013. Under the change in control agreements, unvested equity awards held by the Named Executive Officers vest in full upon a change in control, with PSUs vesting at target levels. Regardless of the reason for termination, the Named Executive Officers must execute a release of claims and are subject to a one-year non-compete agreement in order to receive any severance benefits under the change in control agreements or Executive Severance Policy. As described above, holders of outstanding equity awards who meet the age and service requirements under the “Rule of 75” will, upon the holder’s retirement, generally be deemed to have satisfied the continuous employment requirement for any equity award to vest, unless the equity award specifies otherwise. Pursuant to the Rule of 75, all performance-based equity awards will continue to be earned only if the applicable performance measures are satisfied and only up to a maximum of target value, but the requirement that the executive be employed by the Company at the time of vesting based on performance will be deemed to have been satisfied. As of December 31, 2024, Messrs. Lane and George and Ms. Shaeff satisfied the Rule of 75.

  113. Nonqualified Deferred Compensation

    | 58 | | | 2025 Proxy Statement |

  114. Nonqualified Deferred Compensation

    If Mr. Lane had retired on December 31, 2024, he would be deemed to have satisfied the continuous employment requirement for purposes of vesting in: (1) 19,638 RSUs, consisting of 11,012 RSUs scheduled to vest on April 1st of 2025, 6,235 RSUs scheduled to vest on April 1st of 2026, and 2,391 RSUs scheduled to vest on April 1st of 2027; and (2) if applicable performance measures are satisfied, PSUs granted in 2022 with a target value of $1,306,800, PSUs granted in 2023 with a target value of $1,628,250, and PSUs granted in 2024 with a target value of $2,255,000, each of which would vest in the year following the performance period, to the extent earned based on performance and only up to target value, on the date on which the performance is determined by the Compensation and Human Capital Committee. If Mr. George had retired on December 31, 2024, he would be deemed to have satisfied the continuous employment requirement for purposes of vesting in: (1) 6,415 RSUs, consisting of 3,634 RSUs scheduled to vest on April 1st of 2025, 2,026 RSUs scheduled to vest on April 1st of 2026, and 755 RSUs scheduled to vest on April 1st of 2027; and (2) if applicable performance measures are satisfied, PSUs granted in 2022 with a target value of $440,000, PSUs granted in 2023 with a target value of $538,050, and PSUs granted in 2024 with a target value of $712,500, each of which would vest in the year following the performance period, to the extent earned based on performance and only up to target value, on the date on which the performance is determined by the Compensation and Human Capital Committee. Mr. George’s one-time grant of 25,000 RSUs in November 2023 does not include any “Rule of 75” vesting provisions and, as a result, 16,667 unvested RSUs would have been forfeited upon retirement on December 31, 2024. If Ms. Shaeff had retired on December 31, 2024, she would be deemed to have satisfied the continuous employment requirement for purposes of vesting in: (1) 1,891 RSUs, consisting of 1,078 RSUs scheduled to vest on April 1st of 2025, 590 RSUs scheduled to vest on April 1st of 2026, and 223 RSUs scheduled to vest on April 1st of 2027; and (2) if applicable performance measures are satisfied, PSUs granted in 2022 with a target value of $133,200, PSUs granted in 2023 with a target value of $155,975, and PSUs granted in 2024 with a target value of $210,000, each of which would vest in the year following the performance period, to the extent earned based on performance and only up to target value, on the date on which the performance is determined by the Compensation and Human Capital Committee.

  115. Summary of Potential Payments

    Summary of Potential Payments The following table provides the lump-sum payments that would have been made to each Named Executive Officer if his or her employment had been terminated on December 31, 2024 by the Company without cause, or by reason of the Named Executive Officer’s death or disability, in each case, other than in connection with a change in control.

  116. Summary of Potential Payments

    | | For Cause ($) | Death(1) ($) | Disability(2) ($) | Without Cause(3) ($) | | Brian Lane | 0 | 1,100,000 | 1,100,000 | 7,329,259 | | William George | 0 | 750,000 | 750,000 | 3,379,323 | | Trent McKenna | 0 | 575,000 | 575,000 | 2,514,500 | | Laura Howell | 0 | 475,000 | 475,000 | 1,184,000 | | Julie Shaeff | 0 | 400,000 | 400,000 | 1,028,918 |

  117. Summary of Potential Payments

    | (1) The Company maintains life insurance for each of the Named Executive Officers in an amount equal to the Named Executive Officer’s annual base salary, up to a maximum of $500,000. The death benefit contained in the Executive Severance Policy is paid net of insurance proceeds. | | (2) The Company maintains disability insurance for each of the Named Executive Officers in an amount equal to the Named Executive Officer’s annual base salary, up to a maximum of $500,000. The disability benefit contained in the Executive Severance Policy is paid net of insurance proceeds. | | (3) Consists of two times the sum of current base salary plus bonus (the greater of the average annual incentive plan bonus paid during the last three years or the annual incentive plan bonus for the year of termination of employment, determined following completion of the applicable performance period pursuant to the goals and objectives established for such bonus) for Mr. Lane; one and one-half times such amounts for Messrs. George and McKenna; and one times such amounts for Mses. Howell and Shaeff. In addition, the following amounts are included in the total for each executive as an estimate of one year of COBRA premium reimbursements payable by the Company to the Named Executive Officer over the 12-month period following termination: Mr. Lane—$22,259; Mr. George—$24,323; Mr. McKenna—$21,456; Ms. Howell—$0; and Ms. Shaeff—$17,918. These COBRA reimbursements would be made by the Company to the Named Executive Officer, and they would cease if the Named Executive Officer obtained other insurance coverage. In no event would these COBRA premium reimbursements be paid for more than 12 months. The total amount also reflects an estimate of $25,000 for outplacement services, which services are provided for in the Executive Severance Policy in an amount not to exceed $50,000. |

  118. Summary of Potential Payments

    | | | 2025 Proxy Statement | 59 |

  119. Summary of Potential Payments

    The following table provides the value of the accelerated vesting of equity awards that would have been received by each Named Executive Officer in connection with a change in control, and the amount of the lump-sum payout to each Named Executive Officer if his or her employment had been terminated in a qualifying termination, as described above, in connection with a change in control, assuming such change in control and qualifying termination occurred on December 31, 2024.

  120. Summary of Potential Payments

    | | Cash(1) ($) | Value of Early Vesting Equity(2) ($) | Excise Tax Gross Up(3) ($) | Total Value ($) | | Brian Lane | 7,304,259 | 13,517,740 | 0 | 20,821,999 | | William George | 4,464,323 | 11,478,703 | 0 | 15,943,026 | | Trent McKenna | 3,312,181 | 3,012,086 | 0 | 6,324,267 | | Laura Howell | 1,159,000 | 1,803,672 | 0 | 2,962,672 | | Julie Shaeff | 1,003,918 | 1,301,072 | 0 | 2,304,990 |

  121. Summary of Potential Payments

    | (1) Consists of two times the sum of current base salary plus bonus (the greater of the average incentive plan bonus paid during the last three years or the current annual incentive plan bonus for 2024) for Messrs. Lane, George, and McKenna and one times such amounts for Mses. Shaeff and Howell. The amount listed also includes payments made as reimbursements for COBRA premiums for a one-year period after the change in control event; these payments would be made as reimbursements by the Company to the Named Executive Officer, and would cease if the Named Executive Officer obtained other insurance coverage. | | (2) The value of the acceleration of unvested time-based RSUs is determined by multiplying the number of shares underlying the award by the closing price of a share of Common Stock on December 31, 2024 ($424.06). The value of PSUs for the 2022-2024, 2023-2025, and 2024-2026 performance periods has been determined by assuming that the awards vest and are paid out at target levels of performance. | | (3) Reflects the estimated amount of the gross-up for excise taxes imposed under Section 4999 of the Code. |

  122. Summary of Potential Payments

    | 60 | | | 2025 Proxy Statement |

  123. Pay vs. Performance Table

    Pay vs. Performance Table As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid, as computed under SEC rules, and certain financial performance of the Company. For more information about the Company’s executive compensation program, refer to the CD&A starting on p. 33 and the compensation tables starting on p. 51. Note that for our Named Executive Officers (“NEOs”) other than Mr. Lane, our principal executive officer (“PEO”), compensation is reported as an average.

  124. Pay vs. Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(4) | Net Income (thousands) ($)(5) | Earnings Per Share ($)(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 8,176,738 | 14,549,444 | 2,398,730 | 5,142,103 | 876.81 | 218.59 | 522,433 | 14.60 | | 2023 | 6,635,459 | 10,681,797 | 3,226,300 | 4,022,097 | 423.80 | 189.57 | 323,398 | 9.01 | | 2022 | 5,386,708 | 6,948,812 | 1,616,978 | 1,907,821 | 235.94 | 137.67 | 245,947 | 6.82 | | 2021 | 4,503,087 | 7,814,908 | 1,288,647 | 1,950,011 | 201.71 | 153.00 | 143,348 | 3.93 | | 2020 | 4,060,002 | 4,388,659 | 1,061,468 | 1,109,474 | 106.73 | 119.84 | 150,139 | 4.09 |

  125. Pay vs. Performance Table

    | (1) Reflects the amounts of total compensation reported for Mr. Lane in column (b) and the average amounts of total compensation of the NEOs (other than Mr. Lane) in column (d), in each case, for each applicable year in the “Total” column of the “Summary Compensation Table.” The NEOs included for purposes of calculating such amounts are William George, Trent McKenna (2021-2024 only), Laura Howell, Julie Shaeff, and Terrence Young (2020 only). |

  126. Pay vs. Performance Table

    | (2) Reflects the amount of “compensation actually paid” to Mr. Lane reported in column (c), and the average amounts of “compensation actually paid” to non-PEO NEOs reported in column (e), for each applicable year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amount of “compensation actually paid” is determined under SEC rules and does not reflect the actual amount of compensation earned by or paid to Mr. Lane or our other NEOs for the applicable year. Under SEC rules, the amounts shown below were deducted and added to total compensation for Mr. Lane to determine the “compensation actually paid” for the applicable year: |

  127. Pay vs. Performance Table

    | Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Stock Awards ($)(a) | Equity Award Adjustments ($)(b) | Compensation Actually Paid to PEO ($) | | 2024 | 8,176,738 | (4,509,860) | 10,882,566 | 14,549,444 | | 2023 | 6,635,459 | (3,256,375) | 7,302,713 | 10,681,797 | | 2022 | 5,386,708 | (2,613,579) | 4,175,683 | 6,948,812 | | 2021 | 4,503,087 | (2,375,954) | 5,687,775 | 7,814,908 | | 2020 | 4,060,002 | (1,912,479) | 2,241,136 | 4,388,659 |

  128. Pay vs. Performance Table

    | (a) Reflects the amounts reported in the “Stock Awards” column of the Summary Compensation Table for the applicable year for the PEO as reflected in the table above and the average of non-PEO NEOs set forth in the table below, as applicable. These amounts reflect the aggregate grant date fair value of stock awards granted during the applicable year, as determined in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. | | (b) The equity award adjustments (or average equity award adjustments, as applicable) for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior year; and (vi) the dollar value of any dividends or other earnings paid on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  129. Pay vs. Performance Table

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  130. Pay vs. Performance Table

    Pay vs. Performance Table

  131. Pay vs. Performance Table

    | Year | Fair Value of Outstanding and Unvested Equity Awards Granted in Same Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2024 | 4,723,391 | 4,566,941 | — | 1,592,234 | — | — | 10,882,566 | | 2023 | 3,676,557 | 3,073,436 | — | 552,720 | — | — | 7,302,713 | | 2022 | 2,672,724 | 1,653,961 | — | (151,002) | — | — | 4,175,683 | | 2021 | 2,618,925 | 2,491,617 | — | 577,233 | — | — | 5,687,775 | | 2020 | 1,766,757 | 817,233 | — | (342,854) | — | — | 2,241,136 |

  132. Pay vs. Performance Table

    Under SEC rules, the amounts shown below were deducted and added to total compensation for non-PEO NEOs to determine the “compensation actually paid” for the applicable year:

  133. Pay vs. Performance Table

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Stock Awards ($)(a) above | Average Equity Award Adjustments ($)(b) above | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 2,398,730 | (884,813) | 3,628,186 | 5,142,103 | | 2023 | 3,226,300 | (1,896,681) | 2,692,478 | 4,022,097 | | 2022 | 1,616,978 | (499,556) | 790,399 | 1,907,821 | | 2021 | 1,288,647 | (434,609) | 1,095,973 | 1,950,011 | | 2020 | 1,061,468 | (330,632) | 378,638 | 1,109,474 |

  134. Pay vs. Performance Table

    The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  135. Pay vs. Performance Table

    | Year ($) | Average Fair Value of Outstanding and Unvested Equity Awards Granted in Same Year ($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | | 2024 | 926,607 | 1,797,928 | — | 903,651 | — | — | 3,628,186 | | 2023 | 2,004,075 | 581,873 | — | 106,530 | — | — | 2,692,478 | | 2022 | 510,773 | 308,871 | — | (29,245) | — | — | 790,399 | | 2021 | 478,976 | 497,219 | — | 119,778 | — | — | 1,095,973 | | 2020 | 305,434 | 134,023 | — | (60,819) | — | — | 378,638 |

  136. Pay vs. Performance Table

    | (3) The amounts reported in column (f) represent cumulative TSR of the Company under SEC rules from December 31, 2019, the last trading day of 2019, through the last trading day for the applicable year in the table. TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  137. Pay vs. Performance Table

    | (4) The amounts reported in column (g) represent the peer group TSR under SEC rules, from December 31, 2019, the last trading day of 2019, through the last trading day for the applicable year in the table, assuming reinvestment of dividends and weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 400 Capital Goods Index. While not directly comparable, the Company believes that the S&P 400 Capital Good Index is an appropriate trade or line of business index. |

  138. Pay vs. Performance Table

    | (5) The dollar amounts reported in column (h) represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |

  139. Pay vs. Performance Table

    | (6) The amounts reported in column (i) represent the Company’s earnings per share, which the Company has determined represents the most important performance measure used to link compensation actually paid to our PEO and other NEOs to the Company’s performance. |

  140. Pay vs. Performance Table

    | 64 | | | 2025 Proxy Statement |

  141. Pay vs. Performance Table

    Company-selected Measures

  142. Company-selected Measures

    | 2024 Key Performance Measures Linking Performance and Executive Compensation Actually Paid:* | | Earnings Per Share | | Free Cash Flow | | Relative Total Shareholder Return |

  143. Analysis of the Information Presented in the Pay vs. Performance Table

    Analysis of the Information Presented in the Pay vs. Performance Table Relationship between: (a) the compensation actually paid to the Company’s PEO and (b) the average of the compensation actually paid to the Company’s other NEOs to (i) the TSR of the Company.

  144. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Company TSR

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Company TSR

  145. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Company TSR

    | | | 2025 Proxy Statement | 65 |

  146. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Company TSR

    Relationship between: (a) the compensation actually paid to the Company’s PEO and (b) the average of the compensation actually paid to the Company’s other NEOs to (ii) the net income of the Company over the five years presented in the table.

  147. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income Relationship between: (a) the compensation actually paid to the Company’s PEO and (b) the average of the compensation actually paid to the Company’s other NEOs to (iii) the Company’s “Company-selected Measure,” which is EPS, over the five years presented in the table.

  148. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Company EPS

    PEO and Average Non-PEO NEO Compensation Actually Paid Versus Company EPS

  149. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Company EPS

    | 66 | | | 2025 Proxy Statement |

  150. PEO and Average Non-PEO NEO Compensation Actually Paid Versus Company EPS

    Relationship between the Company’s TSR and the TSR of its chosen peer group over the Company’s five fiscal years included in the Pay vs. Performance Table.