DEF 14A of Southland Holdings, Inc.
Filed Apr 25, 2025 · FY20240001558370-25-005565
Director Nominees
Director Nominees Set forth below is the name, age and background of the director nominee and the other directors continuing in office, as well as the specific experiences, qualifications, attributes and skills that led our Board of Directors to conclude that these individuals should serve or continue serving as directors of the Company at this time.
Class II
Class II
Izzy Martins
Izzy Martins Izzy Martins is 53 years old and has served as a member of the Board since the consummation of the merger agreement between Legato II and Southland Holdings LLC, a subsidiary of Southland, in February 2023 (“Business Combination”). Ms. Martins currently serves as Executive Vice President and CFO of Avis Budget Group, Inc. (“Avis”) since January 2024. Ms. Martins has also served as Executive Vice President of Avis from June 2020 to December 2023 after assuming the responsibilities associated with this role on an interim basis in January 2020. Previously, Ms. Martins held various strategic and financial roles with Avis, including Senior Vice President and Chief Financial Officer, Americas from May 2014 through December 2019, Senior Vice President and Acting Chief Accounting Officer from November 2010 through May 2014 and Vice President of Tax from August 2006 through November 2010. Ms. Martins was Avis’s Director of Tax Planning and Mergers & Acquisitions of Cendant Corporation (as the company was formerly known) from November 2004 through August 2006. Prior to joining Avis, Ms. Martins was associated with Deloitte & Touche LLP for seven years. Ms. Martins earned a Bachelor of Science degree in Accounting and a Juris Doctor from Seton Hall University.
Rudy Renda
Rudy Renda Rudy Renda is 47 years old and has served as Executive Vice President and Chief Operating Officer, Strategy and Special Projects, of the Company since the inception of Southland Holdings LLC and has served as a member of the Board since March 26, 2025. Mr. Renda oversees various plant and conveyance projects for Southland and has been instrumental in the company’s completion of some of the most complex projects in the United States. He combines nearly 30 years of construction experience at Southland, leading various components of contract administration and compliance, resource management, partnering strategies, customer relationships, and coordination across all subsidiaries of Southland. Mr. Renda earned his undergraduate degree from Texas Tech University. The Board of Directors unanimously recommends a vote “FOR” the above-named nominees.
Continuing Directors
Continuing Directors
Class III – Term Expiring in 2026
Class III – Term Expiring in 2026
Frank Renda
Frank Renda Frank Renda is 48 years old and has served as President and Chief Executive Officer of the Company since the consummation of the Business Combination. Mr. Renda is responsible for identifying and establishing all necessary initiatives to achieve short-term and long-term corporate goals. He has nearly 30 years of experience across various disciplines within the construction industry and has spent the last 21 years as the CEO of Southland. He has combined his operational background, industry knowledge, and M&A expertise to grow the Southland family of companies to $1B in annual revenues, with operations throughout North America. Mr. Renda earned his Bachelor of Business Administration degree from Texas Tech University.
Tim Winn
Tim Winn Tim Winn is 48 years old and has served as Executive Vice President and Chief Operating Officer of the Company since the consummation of the Business Combination. Mr. Winn has approximately 30 years of experience in technical infrastructure project execution during his tenure at Southland. Under his leadership, Southland, and its various subsidiaries, has completed some of the nation’s most complex bridge, marine, underground tunneling, structural and emergency infrastructure services for both public and private clients. Additionally, Mr. Winn has successfully integrated numerous strategic acquisitions to strengthen Southland’s operational capabilities. Mr. Winn earned his Bachelor of Business Administration degree in Finance and Economics from Texas Tech University.
Gregory Monahan
Gregory Monahan Gregory Monahan is 51 years old and has served as a member of the Board since November 2021. He also served as Legato II’s Chief Executive Officer from November 2021 until the consummation of the Business Combination in February 2023. Mr. Monahan has served as a Senior Managing Director of Crescendo Partners, L.P., a New York-based investment firm, since 2005, the Portfolio Manager of Jamarant Capital, L.P., a private investment partnership, since January 2016 and the Chief Executive Officer of Legato Merger Corp. III since February 2023. Mr. Monahan previously co-founded Bind Network Solutions, a consulting firm formed in 1998 which was focused on network infrastructure and security. Mr. Monahan currently serves on the board of directors of Legato Merger Corp. III. From December 2012 to August 2023, Mr. Monahan served on the board of directors of Absolute Software Corp, a provider of security and management for computer and ultra-portable devices. Mr. Monahan also served as a director of Primo Water Corporation, a leading pure-play water solutions provider from June 2008 to May 2023; BSM Technologies, a commercial fleet telematics provider from Jun 2016 to May 2019; COM DEV International, a designer and manufacturer of space hardware from April 2013 to April 2016; ENTREC Corporation, a crane and heavy haul transportation company from May 2015 to May 2016; SAExploration Holdings, a geophysical services company offering seismic data acquisition services to the oil and gas industry from June 2013 to July 2016; O’Charley’s Inc., a multi-concept restaurant company from March 2008 to April 2012; and Bridgewater Systems, a telecommunications software provider from May 2009 to August 2011. Mr. Monahan earned a Bachelor of Science degree in Mechanical Engineering at Union College and an MBA from Columbia Business School.
Class I – Term Expiring in 2027
Class I – Term Expiring in 2027
Kyle Burtnett
Kyle Burtnett Kyle Burtnett is 48 years old and has served as a member of the Board since the consummation of the Business Combination in February 2023. Mr. Burtnett serves as Chief Executive Officer of Headlands Research. Mr. Burtnett has also served as the President of GI Alliance, the largest physician-led network of gerontology providers, from November 2020 to June 2023. Prior serving as President of GI Alliance, Mr. Burtnett served as the Chief Operating Officer of Conifer Health Solutions, Inc. (“Conifer”) between October 2017 and June 2020. Mr. Burtnett also served as the interim Chief Executive Officer of Conifer during his tenure with the company and was involved in leading Conifer through its spinoff from Tenet Healthcare Solutions, Inc. Mr. Burtnett previously served as President, Ambulatory Services and Chief Integration Officer for Tenet’s United Surgical Partners International (“USPI”) subsidiary from June 2015 to October 2017. Prior to USPI, Mr. Burtnett served as Senior Vice President of Tenet’s Outpatient Services Division. He held numerous positions with Tenet from August 2003 to June 2015. Mr. Burtnett earned a Bachelor of Science degree in Management from the U.S. Air Force Academy and an MBA from the University of Southern California, Marshall School of Business.
Mario Ramirez
Mario Ramirez Mario Ramirez is 58 years old and has served as a member of the Board since the consummation of the Business Combination in February 2023. Mr. Ramirez has also served as the Managing Director of Avalon Net Worth, an independent boutique investment bank focused on providing business advisory services to middle-market companies, since June 2018. Mr. Ramirez also serves as President of MRamirez Group, LLC, a consulting firm Mr. Ramirez founded in January 2017 focused on advising family offices, business development and public-private partnerships in collaboration with influential business leaders. Mr. Ramirez was previously with TIAA, a Fortune 100 financial services company from 1995 to 2016 where he served on the senior leadership team in the role of Managing Director of Executive Relations and Hispanic Markets. Mr. Ramirez also serves on the Sam M. Walton College of Business Dean’s Executive Advisory Board, the Garrison Financial Institute board of directors, and is a member of the Board of Trustees for Liberty Christian School. Mr. Ramirez serves as Vice Chairman of the Hispanic Leadership Alliance and Vice chairman of Fossil Rim Wild Life Center. Mr. Ramirez previously served on the Arkansas Business Hall of Fame Selection Committee, the Arkansas Executive Forum, and the Campaign Arkansas Steering Committee and chaired the Campaign Committee for Diverse Programs. In addition, Mr. Ramirez earned a BSBA in Finance degree in 1989 from the Sam M. Walton College at the University of Arkansas.
INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Frank Renda
Frank Renda Frank Renda has served as President and Chief Executive Officer of the Company since the consummation of the Business Combination. Mr. Renda is responsible for identifying and establishing all necessary initiatives to achieve short-term and long-term corporate goals. He has nearly 30 years of experience across various disciplines within the construction industry and has spent the last 21 years as the CEO of Southland. He has combined his operational background, industry knowledge, and M&A expertise to grow the Southland family of companies to $1B in annual revenues, with operations throughout North America. Mr. Renda earned his Bachelor of Business Administration degree from Texas Tech University.
Tim Winn
Tim Winn Tim Winn has served as Executive Vice President and Chief Operating Officer of the Company since the consummation of the Business Combination. Mr. Winn has approximately 30 years of experience in technical infrastructure project execution during his tenure at Southland. Under his leadership, Southland, and its various subsidiaries, has completed some of the nation’s most complex bridge, marine, underground tunneling, structural and emergency infrastructure services for both public and private clients. Additionally, Mr. Winn has successfully integrated numerous strategic acquisitions to strengthen Southland’s operational capabilities. Mr. Winn earned his Bachelor of Business Administration degree in Finance and Economics from Texas Tech University.
Rudy Renda
Rudy Renda Rudy Renda has served as Executive Vice President and Chief Operating Officer, Strategy and Special Projects, of the Company since the consummation of the Business Combination. Mr. Renda oversees various plant and conveyance projects for Southland and has been instrumental in the company’s completion of some of the most complex projects in the United States. He combines nearly 30 years of construction experience at Southland, leading various components of contract administration and compliance, resource management, partnering strategies, customer relationships, and coordination across all subsidiaries of Southland. Mr. Renda earned his undergraduate degree from Texas Tech University.
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION Our Named Executive Officers (“NEOs”) for the fiscal years ended 2024 and 2023 were Frank Renda, Tim Winn, Rudy Renda and Cody Gallarda. Mr. Gallarda resigned effective as of March 28, 2025. The Compensation Committee establishes, reviews and approves the overall executive compensation philosophy and policies of the Company. Additionally, the Compensation Committee reviews and approves the Company’s goals and objectives relevant to the compensation of the CEO, including, but not limited to salary, bonus and all other forms of compensation for the CEO. The Compensation Committee also determines the compensation of all other NEOs, including, but not limited to salary, bonus and all other forms of compensation. The Compensation Committee has the authority to retain consultants to advise the Compensation Committee as it considers necessary. These compensation consultants report exclusively to the Compensation Committee, which has sole discretion to hire and fire the consultants and to approve their fees. The Compensation Committee retained the services of Meridian Compensation Partners, LLC (“Meridian”) in 2024. During the year, Meridian assisted the Compensation Committee with, among other things, analyzing and recommending the Company’s peer groups, reviewing and designing share-based compensation awards and benchmarking the compensation of NEOs and non-management directors. The Compensation Committee considered certain factors specified in SEC and NYSE rules, including an evaluation of whether the adviser has a conflict of interest that would impair the independent execution of the adviser’s services to the Company, and concluded that the engagement of Meridian in 2024 did not give rise to any conflicts of interest.
Summary Compensation Table
Summary Compensation Table The following table sets forth information with respect to the compensation of Southland’s NEOs for the fiscal years ended December 31, 2024 and 2023.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | All other compensation(3) | Total | | Frank S. Renda | 2024 | $700,000 | $280,000 | $1,523,290 | $76,182 | $2,579,472 | | President and Chief Executive Officer | 2023 | $596,600 | $207,000 | $— | $98,351 | $901,951 | | Tim Winn | 2024 | $500,000 | $207,000 | $431,601 | $235,734 | $1,374,335 | | Co-Chief Operating Officer Executive Vice President | 2023 | $463,907 | $292,000 | $— | $202,586 | $958,493 | | Rudy V. Renda | 2024 | $500,000 | $225,000 | $431,601 | $92,012 | $1,248,613 | | Co-Chief Operating Officer and Executive Vice President | 2023 | $463,907 | $292,000 | $— | $33,189 | $789,096 | | Cody Gallarda | 2024 | $432,500 | $207,000 | $406,209 | $81,800 | $1,127,509 | | Chief Financial Officer, Executive Vice President and Treasurer | 2023 | $388,462 | $256,000 | $1,549,597 | $52,565 | $2,246,624 |
Summary Compensation Table
| (1) Represents a discretionary performance bonus. |
Summary Compensation Table
| (2) Amount represents the aggregate grant date fair value of the equity awards granted and is calculated in accordance with FASB ASC Topic 718. |
Summary Compensation Table
| (3) Represents vehicle allowances, reimbursement of certain personal expenses and Southland contributions to 401(k)- Profit Sharing Plan. |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table provides information regarding outstanding equity awards related to RSUs held by our NEOs as of December 31, 2024:
Outstanding Equity Awards at 2024 Fiscal Year-End
| Named Executive Officer | Number of Shares of Units of Stock that Have Not Vested (#)(1) (2) | Market Value of Shares or Units of Stock that Have Not Vested ($)(3) | | Frank S. Renda | 166,298 | 540,469 | | Tim Winn | 47,118 | 153,134 | | Rudy V. Renda | 47,118 | 153,134 | | Cody Gallarda | 131,013(4) | 425,792 |
Outstanding Equity Awards at 2024 Fiscal Year-End
(1)Includes 173,333 restricted stock units that vested over a two-year period. One half (1/2) of the shares vested on February 14, 2024 and the remaining 86,667 shares vested on February 14, 2025. (2)Includes 304,880 restricted stock units that shall vest over a three-year period. One third (1/3) of the shares shall vest on June 25, 2025, one third (1/3) shall vest on June 25, 2026 and the remaining shares shall vest on June 25, 2027. (3)Reflects the fair market value of a share as of December 31, 2024, which was determined based on the last reported closing price of our common stock on such date ($3.25) multiplied by the number of restricted stock units. (4)As Mr. Gallarda resigned, effective as of March 28, 2025, his award of 44,346 restricted stock units was forfeited and the remaining unvested shares were returned to the 2022 Equity Incentive Plan. The following table provides information regarding outstanding equity awards related to PSUs held by our NEOs as of December 31, 2024:
Outstanding Equity Awards at 2024 Fiscal Year-End
| Named Executive Officer | Number of Shares of Units of Stock that Have Not Vested (#)(1) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | | Frank S. Renda | 55,433 | 180,157 | | Tim Winn | 15,706 | 51,045 | | Rudy V. Renda | 15,706 | 51,045 | | Cody Gallarda | 14,782(3) | 48,042 |
Outstanding Equity Awards at 2024 Fiscal Year-End
(1)The amounts shown represent the number of shares of common stock that could be earned with respect to PSUs granted under the long-term incentive plan, which has a performance period ending December 31, 2024, 2025 and 2026. One-third of the PSUs are subject to vesting each fiscal year during the performance period, and the specific number of PSUs that vest will be based on performance during such fiscal year. The PSUs will vest, if at all, based on achievement of certain Adjusted EBITDA metrics as established by the Board for each fiscal year during the Performance Period. The NEOs may vest in between 0% and 150% of their awarded PSUs. For the year ended December 31, 2024, we did not achieve the performance target criteria for 101,626 PSUs. As such, these shares were returned to the Company’s 2022 Equity Incentive Plan. Effective as of Mr. Gallarda’s resignation on March 28, 2025, his award will be forfeited and his remaining unvested shares will be returned to the 2022 Equity Incentive Plan. (2)Reflects the fair market value of a share as of December 31, 2024, which was determined based on the last reported closing price of our common stock on such date ($3.25) multiplied by the number of restricted stock units. (3)As Mr. Gallarda resigned, effective as of March 28, 2025, his award of 44,346 PSUs was forfeited and the remaining unvested shares were returned to the 2022 Equity Incentive Plan.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION During the year ended December 31, 2024, our non-employee directors received compensation for their service as directors. Mr. Frank Renda and Mr. Winn received no compensation for their service on our board and only received compensation for their service as officers of the Company. Our non-employee director compensation program consisted of an annualized retainer of $15,000 in cash for each non-employee director for January 2024 through May 2024. In June 2024, the Board approved changes to our non-employee director compensation program including: (i) increasing the annualized retainer to $75,000 for each non-employee director; (ii) additional cash compensation of $10,000 to the Chairman of the Audit Committee; and (iii) additional cash compensation of $5,000 to the non-employee chairman of any other Committees established by the Board of Directors. Additionally, each non-employee director was granted 19,956 RSUs on June 25, 2024. The following table sets forth total compensation awarded to or earned by each of our non-employee directors during the fiscal year ended December 31, 2024:
DIRECTOR COMPENSATION
| Director | Fees Earned Or Paid In Cash(1) | Stock Awards(2) | Total | | Izzy Martins | $55,000 | $91,398 | $146,398 | | Greg Monahan | $45,000 | $91,398 | $136,398 | | Kyle Burtnett | $50,000 | $91,398 | $141,398 | | Mario Ramirez | $50,000 | $91,398 | $141,398 | | Brian Pratt(3) | $7,500 | $— | $7,500 |
DIRECTOR COMPENSATION
| (1) In 2024, our non-employee director compensation program consisted of an annualized retainer of $75,000 in cash for each non-employee director. This totaled a cash retainer paid of $45,000. |
DIRECTOR COMPENSATION
| (2) On June 25, 2024, each non-employee director was granted 19,956 RSUs, which had a grant date fair value of $91,398 in RSUs, as determined in compliance with ASC 718. |
DIRECTOR COMPENSATION
| (3) Mr. Pratt resigned from the Board on May 30, 2024. |
DIRECTOR COMPENSATION
In each subsequent year, the Compensation Committee will determine the non-employee director compensation.
BOARD OF DIRECTORS
BOARD OF DIRECTORS Section 5.01 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors Section 5.02 Number. Subject to any rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors of the Corporation which shall constitute the entire Board of Directors shall be fixed from time to time in accordance with the by-laws of the Corporation (as the same may be amended from time to time, the “By-Laws”). Section 5.03 Terms of Office. Subject to any rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, each director shall serve for a term ending on the date of the first annual meeting of stockholders following the annual meeting of stockholders at which such director was elected, provided, that the term of each director shall continue until the election and qualification of his or her successor and be subject to his or her earlier death, disqualification, resignation or removal. Section 5.04 Newly Created Directorships and Vacancies. Except as otherwise required by law and subject to any rights of the holders of any series of Preferred Stock to elect directors under specified circumstances, any newly created directorships resulting from an increase in the authorized number of directors and any vacancies occurring in the Board of Directors, shall be filled solely by the affirmative votes of a majority of the remaining members of the Board of Directors, although less than a quorum, or by a sole remaining director. A director so elected shall be elected to hold office until the earlier of the expiration of the term of office of the director whom he or she has replaced, a successor is duly elected and qualified, or the earlier of such director’s death, resignation, or removal. Section 5.05 Written Ballot. Unless and except to the extent that the By-Laws shall so require, the election of directors of the Corporation need not be by written ballot.”
BOARD OF DIRECTORS
| 3. | The requisite stockholders of the Corporation have duly approved this Certificate of Amendment in accordance with Section 242 of the DGCL. |
BOARD OF DIRECTORS
| 4. | This Certificate of Amendment shall be effective upon filing with the Secretary of the State of Delaware. |
BOARD OF DIRECTORS
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed as of the date set forth below. Dated: June __, 2025SOUTHLAND HOLDINGS, INC. By: President, Chief Executive Officer and Director