DEF 14A of Centuri Holdings, Inc., Mar 5, 2025

DEF 14A of Centuri Holdings, Inc.

Filed Mar 5, 2025 · FY20240001981599-25-000019

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. (Proposal 1 on the Proxy Card)

    (Proposal 1 on the Proxy Card)

  3. (Proposal 1 on the Proxy Card)

    | The Board Recommends a Vote “FOR” each of the Nominees Named Below | | General |

  4. (Proposal 1 on the Proxy Card)

    The authorized number of directors is currently fixed at seven. At our Annual Meeting, stockholders will elect directors to hold office until the next annual meeting of stockholders or until their successors shall be elected and duly qualified. Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated Christian I. Brown, Julie A. Dill, Andrew W. Evans, Karen S. Haller, Christopher A. Krummel, Anne L. Mariucci and Charles R. Patton to serve as directors of the Company. The Board has determined that Anne L. Mariucci, Andrew W. Evans, Christopher A. Krummel, Julie A. Dill and Charles R. Patton are Independent Directors under the applicable rules of the NYSE. If any nominee for any reason is unable or unwilling to serve, the proxies may be voted for such substitute nominee as the proxy holder may determine, unless the Board, in its discretion, reduces the number of directors serving on the Board. Under the terms of the Separation Agreement, based on Southwest Gas Holdings’ current ownership interest, Southwest Gas Holdings has the right to nominate six Southwest Gas Designees to the Board. Karen S. Haller, Anne L. Mariucci, Andrew W. Evans, Christopher A. Krummel, Julie A. Dill and Charles R. Patton are the Southwest Gas Designees. The Board has determined that if any of Ms. Dill, Mr. Evans, Ms. Haller, Mr. Krummel, Ms. Mariucci and Mr. Patton ceases to be a Southwest Gas Designee as a result of Southwest Gas losing a portion of its designation rights under the Separation Agreement prior to the Annual Meeting, such directors will still stand for election. For more details on the terms of the Separation Agreement, see “Certain Relationships and Related Person Transactions—Related Person Transactions” above.

  5. (Proposal 1 on the Proxy Card)

    | Vote Required |

  6. (Proposal 1 on the Proxy Card)

    Pursuant to the Company's bylaws, a director nominee is elected only if they receive a plurality of the votes cast with respect to their election. As a result, the seven nominees for director who receive the highest number of votes “FOR” election will be elected as directors, and any shares not voted “FOR” a particular candidate, whether as a result of a “WITHHOLD” vote or broker non-vote, will not be counted in such candidate’s favor.

  7. (Proposal 1 on the Proxy Card)

    | Names, Qualifications and Reasons for Selection of Nominees |

  8. (Proposal 1 on the Proxy Card)

    The director nominees, as outlined below, possess skills, knowledge and expertise that are useful in overseeing and providing strategic direction with respect to our business and in serving the long-term interests of our stockholders, and they have significant expertise in the industries that matter most to our business. The director nominees have also demonstrated personal integrity and strong leadership while overseeing our first year as a public reporting company. In the aggregate, they bring a diversity of skills, knowledge and expertise and are able to challenge management. We believe that the director nominees’ skills and experience, including their combined knowledge of financial, legal and regulatory matters, enhance the Board’s ability to make decisions that create stockholder value. The table below lists some of the skills and experiences that we consider important for our director nominees in light of our current business strategy and structure. The director nominees’ biographies note their relevant experience, qualifications and skills relative to the list below.

  9. (Proposal 1 on the Proxy Card)

    | | 22 | 2025 Proxy Statement |

  10. (Proposal 1 on the Proxy Card)

    | Board Skills and Composition Matrix |

  11. (Proposal 1 on the Proxy Card)

    The following matrix sets forth the board members’ experience, skills, expertise and demographic background as of December 29, 2024.

  12. (Proposal 1 on the Proxy Card)

    | | Brown | Dill | Evans | Haller | Krummel | Mariucci | Patton | | Experience, Skills, Expertise | | | | | | | | | Public Company Board Service | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Public Company Executive Officer | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Legal/Regulatory | | | ✓ | ✓ | | ✓ | | | Finance/Accounting | | ✓ | ✓ | ✓ | ✓ | ✓ | | | Energy Utility | ✓ | ✓ | ✓ | ✓ | | | ✓ | | Construction | ✓ | | | ✓ | ✓ | ✓ | | | Technology/Cybersecurity | | | | | ✓ | | ✓ | | ESG | | | ✓ | ✓ | | ✓ | | | Operations Responsibility | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Demographic Background | | | | | | | | | Age | 55 | 65 | 58 | 61 | 56 | 67 | 65 | | Male | M | | M | | M | | M | | Female | | F | | F | | F | | | African American | | | | | | | ✓ | | Caucasian | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Asian | | | | | | | | | Hispanic/Latino | | | | | | | |

  13. (Proposal 1 on the Proxy Card)

    | | 23 | 2025 Proxy Statement |

  14. (Proposal 1 on the Proxy Card)

    The names of the nominees, their principal occupation and the Board’s reasons for their selection are set forth below.

  15. (Proposal 1 on the Proxy Card)

    | Christian I. Brown | | | | President and Chief Executive Officer Centuri Holdings, Inc. | | | Director Since: 2024 Board Committees: None Qualifications, Skills and Experience: The Board determined that Mr. Brown should serve as a director because, as President and Chief Executive Officer of the Company, he has a unique understanding of the Company’s businesses, customers, end markets, supply chains, operations, talent development, policies and internal functions through his service in a wide range of management roles. Mr. Brown also brings experience leading large, complex organizations through periods of significant evolution and growth in the energy and industrial sectors. | | Mr. Brown has served as our President and Chief Executive Officer since December 2024. Prior to joining the Company, he served as Chief Executive Officer of EnerMech, a global energy and infrastructure services company, from 2020 to 2024. During his tenure, he successfully led the company through significant operational change, creating and delivering a new global One EnerMech strategy, which included diversifying the business into new high growth end markets. From 2011 to 2014, Mr. Brown was the Chief Executive Officer and Executive Director of Kentz Engineers & Constructors, a FTSE 250 listed company. Under his leadership, Kentz’s revenues grew from $700 million to $3.9 billion, and the company was successfully sold to SNC-Lavalin in 2014. Post-acquisition, he served as President of the Oil & Gas division and Corporate Development Officer at SNC-Lavalin, where he led the $3.8 billion acquisition and integration of Atkins PLC, delivering significant cost savings and operational synergies. Earlier in his career, Mr. Brown held various senior roles at Foster Wheeler Corporation and KBR, where he managed large-scale services and projects businesses within energy and infrastructure across multiple regions, including North America, Europe, Africa, and the Middle East. His strategic leadership and business development skills were instrumental in driving growth and securing major contracts. Mr. Brown holds an MBA from Henley Management College, was awarded a Fellowship from the ECITB, and has a High National Diploma in Mechanical Engineering from the University of Hull. He is a registered Professional Engineer with the Engineering Council in the United Kingdom and a member of the Association for Project Management. | |

  16. (Proposal 1 on the Proxy Card)

    | | 24 | 2025 Proxy Statement |

  17. (Proposal 1 on the Proxy Card)

    | Julie A. Dill | | | | Former Executive, Spectra Energy Corp. | | | Director Since: 2024 Board Committees: Audit (Chair), Nominating and Corporate Governance Qualifications, Skills and Experience: The Board determined that Ms. Dill should serve as a director of the Company due to her more than 35 years of experience in the energy industry, including in Canada, as well as her strong financial background. Ms. Dill also brings her experience working with the Company through her service on the Centuri Advisory Board. | | Ms. Dill has served as a member of the Board since the completion of the Company’s initial public offering and served on Centuri’s advisory board (the “Centuri Advisory Board”) between 2018 and 2024. Ms. Dill has a wealth of experience in the energy sector, having served in a number of executive capacities in the natural gas and power industries. Most recently, Ms. Dill served as the Chief Communications Officer of Spectra Energy Corp. (Spectra) from 2013 until the completion of Spectra’s merger with Enbridge, Inc. early in 2017. Previously, Ms. Dill served as the Group Vice President of Strategy for Spectra and the President and CEO of Spectra Energy Partners, LP from 2012 until 2013. Prior to that, Ms. Dill served as President of Union Gas Limited in Ontario, Canada from 2007 to 2011. Over her career, Ms. Dill also served in various financial and operational roles with Duke Energy, Duke Energy International, and Shell Oil Company. Ms. Dill was an independent director of QEP Resources, Inc. from May 2013 to March 2021 and served as a non-executive director of Inter Pipeline Ltd. from May 2018 to August 2021. In May 2018, she joined the board of Rayonier Advanced Materials Inc. (NYSE: RYAM), where she serves as a non-executive director, and in September 2021 she became a non-executive director of Sterling Infrastructure Inc. (NASDAQ: STRL). In April 2019, she joined the board of Southern Star Central Gas Pipeline Company. In addition, she is a member of the Advisory Council for the College of Business and Economics at New Mexico State University and participates on the Community Relations Committee of the board of Memorial Hermann Hospital in Houston, Texas. Ms. Dill was named one of the most powerful businesswomen in Texas in 2016 and one of the top 50 most powerful women in oil and gas in both 2014 and 2015. She was also selected as the Ontario Energy Leader of the Year in 2010, as well as the Distinguished Alumni for the College of Business at New Mexico State University that same year. In addition, she was inducted into the College of Business Hall of Fame in 2000 and selected as one of the top 50 Women in Energy in 2002. In Canada, Ms. Dill spent time as chair for both the Canadian Gas Association and the Ontario Energy Association. Ms. Dill represented Canada on the American Gas Association and ran the Safety committee of the AGA. Ms. Dill holds a Bachelor of Administration degree from New Mexico State University and is a graduate of the Harvard Business School Advanced Management Program. Ms. Dill has also earned her CERT Certificate in Cybersecurity from Carnegie Mellon University and received her NACD Directorship Certification. | |

  18. (Proposal 1 on the Proxy Card)

    | | 25 | 2025 Proxy Statement |

  19. (Proposal 1 on the Proxy Card)

    | Andrew W. Evans | | | | Retired Utility Company Executive, Southern Company | | | Director Since: 2024 Board Committees: Audit, Compensation (Chair) Qualifications, Skills and Experience: The Board determined that Mr. Evans should serve as a director due to his broad knowledge of the utility industry and his experience with enterprise risk management. He also was Chief Executive Officer and Chief Financial Officer for publicly traded natural gas and electrical utilities. | | Mr. Evans has served as a member of the Board since the completion of the Company’s initial public offering and has served on the board of directors of Southwest Gas Holdings since 2022. Mr. Evans is the retired Chief Financial Officer of Southern Company, an electrical and natural gas utility holding company. He served as Chief Financial Officer from 2018 to 2021, with responsibility over investor relations, public reporting, information technology, cybersecurity, business development, and risk and capital deployment. Prior to his tenure at Southern Company, Mr. Evans served as Chairman, President and Chief Executive Officer of AGL Resources, Inc. (“AGL”), the largest publicly traded gas distribution system in the U.S. During his 15 years at AGL, Mr. Evans served as Treasurer, Chief Financial Officer, and Chief Operating Officer before becoming Chief Executive Officer. Prior to his time at AGL, Mr. Evans worked at the Federal Reserve Bank of Boston, and at Mirant Corp, a global energy provider. Mr. Evans is currently a trustee of Emory University and is a director of Southwest Gas Holdings, Inc. (NYSE: SWX), Air Products and Chemicals, Inc. (NYSE: APD) and Georgia Power. Mr. Evans has served as chair of several philanthropic organizations, including the Grady Hospital Foundation and Zoo Atlanta. | |

  20. (Proposal 1 on the Proxy Card)

    | | 26 | 2025 Proxy Statement |

  21. (Proposal 1 on the Proxy Card)

    | Karen S. Haller | | | | President and Chief Executive Officer Southwest Gas Holdings, Inc. Chief Executive Officer Southwest Gas Corporation | | | Director Since: 2024 Board Committees: Compensation Qualifications, Skills and Experience: The Board determined that Mrs. Haller should serve as a director of the Company because, as President and Chief Executive Officer of Southwest Gas Holdings, and CEO of Southwest Gas Corporation, she has a unique understanding of the Company’s businesses, customers, end markets, supply chains, utility operations, talent development, policies and internal functions through her service in a wide range of management roles. Ms. Haller also brings experience with environmental, regulatory and legal issues of importance to the Company. | | Ms. Haller has served as Chair of the Board since the completion of the Company’s initial public offering. Since May 2022, Ms. Haller has served as a director and the President and Chief Executive Officer of Southwest Gas Holdings and Chief Executive Officer of Southwest Gas Corporation, Southwest Gas Holdings’ gas utility. She also serves as a director of Southwest Gas Holdings and several of its operating subsidiaries. As leader of Southwest Gas Holdings’ regulated and unregulated businesses, Ms. Haller is responsible for improving financial and operational performance, and implementing Southwest Gas Holdings’ strategy, growth initiatives and investment plans. Ms. Haller has served in multiple leadership positions during her 27-year tenure with Southwest Gas, most recently serving as Executive Vice President and Chief Legal and Administrative Officer beginning in 2019. She is a member of the State Bars of Arizona, California, and Nevada; the American Gas Association; and the Western Energy Institute. Ms. Haller serves on the boards of directors of the Legal Aid Center of Southern Nevada, Las Vegas Global Economic Alliance and the American Gas Association. She received a B.S. in finance from the University of Wyoming and a J.D. from Cornell Law School. | |

  22. (Proposal 1 on the Proxy Card)

    | | 27 | 2025 Proxy Statement |

  23. (Proposal 1 on the Proxy Card)

    | Christopher A. Krummel | | | | Founding Partner, Krummel Ellis Weekley Advisory LLC | | | Director Since: 2024 Board Committees: Audit, Nominating and Corporate Governance Committee Qualifications, Skills and Experience: The Board determined that Mr. Krummel should serve as a director of the Company due to his extensive experience in the global energy industry, his strong financial background, and his mergers and acquisitions experience. | | Mr. Krummel has served as a member of the Board since the completion of the Company’s initial public offering. He brings more than 30 years of financial executive experience in the energy and construction industries. Since 2022, Mr. Krummel has served as a founding partner of Krummel Ellis Weekley Advisory LLC (“KEW”), where Mr. Krummel provides mergers, acquisitions, and sell-side transaction advisory services to energy-focused clients. Prior to founding KEW, Mr. Krummel served as Executive Vice President and Chief Financial Officer of McDermott International Inc. (“McDermott”) from 2019 to 2021 and Vice President of Finance and Chief Accounting Officer of McDermott from 2016 to 2019, where he was responsible for all finance functions including consolidated financial reporting, SEC filings, financial planning and analysis, investor relations, and information technology. McDermott filed for Chapter 11 bankruptcy protection in January 2020 and successfully emerged from bankruptcy in June 2020. Prior to joining McDermott, Mr. Krummel served as the Vice President and Chief Financial Officer for EnTrans International LLC, a portfolio company of American Industrial Partners LLC. Prior to that, he served as Vice President Finance, Controller and Chief Accounting Officer for Cameron International Corporation (“Cameron”), where he was responsible for all accounting functions including consolidated financial reporting, SEC filings, budgeting and analysis. Mr. Krummel began working at Cameron in October 2007 and previously served as Chief Financial Officer for Enventure Global Technology, a private equity backed startup. In addition to our Board, in 2024 Mr. Krummel began serving on the board of directors of ACS Partners Holdco LLC, a privately held construction services company, and he has been a member of the board of directors of Rebuilding Together Houston since 2007. Mr. Krummel previously served on the board of directors of Eco-stim Energy Solutions from 2014 to 2019 and the board of directors of Rebuilding Together Philadelphia from 2001 to 2003. Mr. Krummel holds a BSBA in accounting from Creighton University and an MBA from The Wharton School of the University of Pennsylvania. | |

  24. (Proposal 1 on the Proxy Card)

    | | 28 | 2025 Proxy Statement |

  25. (Proposal 1 on the Proxy Card)

    | Anne L. Mariucci | | | | Private Investor Retired Real Estate Development and Homebuilding Executive | | | Director Since: 2024 Board Committees: Compensation, Nominating and Corporate Governance (Chair) Qualifications, Skills and Experience: The Board determined that Ms. Mariucci should serve as a director of the Company due to her experience in the housing and construction industry with Del Webb Corporation, Taylor Morrison Home Corporation and Pulte Homes, Inc. as well as her business, investment and financial expertise. Ms. Mariucci also brings valuable public company board experience. | | Ms. Mariucci has served as a member of the Board since the completion of the Company’s initial public offering and has served on the board of directors of Southwest Gas Holdings since 2006. Ms. Mariucci has over 30 years of experience in finance, construction and real estate development. She currently serves as the General Partner of MFLP, a family office and investment entity. Ms. Mariucci previously held several senior executive management roles with Del Webb Corporation and was responsible for its large-scale community development and homebuilding business. She also served as President of Del Webb following its merger with Pulte Homes, Inc. in 2001 until 2003. She serves as a director of Southwest Gas Holdings, Inc. (NYSE: SWX), CoreCivic, Inc. (NYSE: CXW) (ending at 2025 Annual Meeting of Stockholders), Taylor Morrison Home Corporation (NYSE: TMHC), and Berry Corporation (NASDAQ: BRY), and is currently chair of the board of directors of Banner Health, a large nonprofit healthcare system. Ms. Mariucci is an investor and Advisory Board member of Hawkeye Partners, a real estate private equity firm. Ms. Mariucci is on the board of directors of the Arizona State University Foundation and related entities, and currently chairs the Investment Committee of the Arizona State University Endowment. Ms. Mariucci is a past chair of the Arizona Board of Regents, and a past director of the Arizona State Retirement System, HonorHealth and Action Performance Companies. Ms. Mariucci received her undergraduate degree in accounting and finance from the University of Arizona. She completed the Corporate Financial Management Program at Stanford’s Graduate School of Business and has been certified as a CPA and a FINRA Securities Financial and Operations Principal. | |

  26. (Proposal 1 on the Proxy Card)

    | | 29 | 2025 Proxy Statement |

  27. (Proposal 1 on the Proxy Card)

    | Charles R. Patton | | | | Retired Utility Company Executive, American Electric Power Co., Inc. | | | Director Since: 2024 Board Committees: Audit, Compensation Qualifications, Skills and Experience: The Board determined that Mr. Patton should serve as a director of the Company due to his extensive experience in the utilities industry and his experience working with the Company through his service on the Centuri Advisory Board. | | Mr. Patton has served as a member of the Board since the completion of the Company’s initial public offering and has served on the Centuri Advisory Board since September 2018. Mr. Patton is an infrastructure thought leader with more than 39 years of experience. From 2017 until his retirement in July 2022, Mr. Patton served as Executive Vice President-External Affairs at American Electric Power Co., Inc. (AEP). In this role, he led AEP’s customer services, communications, regulatory, NERC Compliance, federal public policy, and corporate sustainability organizations. Prior to assuming these responsibilities, Mr. Patton served in numerous executive positions throughout his tenure with AEP, including Executive Vice President – AEP West Utilities, Chief Human Resource Officer, Senior Vice President of Regulatory Policy, and the president and chief operating officer of two AEP subsidiaries: Appalachian Power Company and AEP Texas, each company serving over one million customers in West Virginia, Virginia and Tennessee and South and West Texas, respectively. While at AEP, Mr. Patton was an Executive Sponsor of the Black Employee and Pride Resource Groups. Prior to joining AEP in 2005, Mr. Patton spent approximately 11 years in the energy and telecommunications business with Houston Lighting & Power Company. During his tenure in Texas, Texas Governor George Bush appointed Patton to serve on the Texas Energy Coordination Council and the Interstate Oil and Gas Compact Commission. Later, Governor Rick Perry appointed Mr. Patton to the Texas Energy Planning Council, established to advise the governor on energy matters. Mr. Patton previously served on the boards of the Richmond Federal Reserve Bank, National Association of Manufacturers, United States Energy Association, Sterling Infrastructure, Inc. and Center for Workforce Development. Mr. Patton currently serves as a member of the board of directors of Ameresco, Inc., Messer, Inc., Messer Construction Company and California Water Service Group. Mr. Patton holds a Bachelor’s Degree from Bowdoin College and a Master’s Degree from the Lyndon B. Johnson School of Public Policy at the University of Texas at Austin. | |

  28. (Proposal 1 on the Proxy Card)

    | | 30 | 2025 Proxy Statement |

  29. EXECUTIVE COMPENSATION

    Role of the Compensation Committee The Compensation Committee oversees our executive compensation program and is responsible for reviewing and approving all executive compensation and benefit plans of the Company’s executive officers, including its NEOs. The Compensation Committee works closely with its independent compensation consultant and meets regularly throughout the year to review and discuss our compensation philosophy, compensation governance, composition of our peer group, incentive plan design and related corporate goals and objectives. In addition, the Compensation Committee recommends to the full Board the CEO’s target compensation (and each component of compensation) taking into account the CEO’s performance in relation to corporate goals and objectives, individual performance and peer group practices. Based on the recommendations provided by the CEO, the Compensation Committee also reviews and approves the salaries and incentive compensation for the other the NEOs. The full description of the Compensation Committee’s authority and responsibilities is provided in the Compensation Committee Charter, which is available on the Company’s website at www.centuri.com.

  30. EXECUTIVE COMPENSATION

    Role of Management When making decisions on executive compensation, the Compensation Committee considers input from management, including the NEOs. Management annually provides information to the Compensation Committee regarding market practices and pay levels of the various elements of direct compensation (including target awards for incentive compensation), as well as the thresholds, targets and maximums of the performance measures. Information is gathered from Company operating data, external independent surveys and publicly available compensation comparisons. Decisions regarding CEO compensation are made solely by the Compensation Committee meeting in executive session without the CEO or any other NEOs present. Decisions regarding the compensation of other NEOs are also made by the Compensation Committee, in consultation with the CEO, but without the other NEOs being present. Role of Independent Compensation Consultant Meridian Compensation Partners (“Meridian”) served as the independent compensation consultant to the Compensation Committee during fiscal 2024. Meridian reports directly to the Compensation Committee and does not provide any services to the Company other than the Compensation Committee consulting services. Meridian's engagement with the Compensation Committee as its independent compensation consultant included a review and analysis of several aspects of our executive compensation program, and during fiscal 2024 included the following services: •Conducted peer group review; •Provided and analyzed compensation market data; •Analyzed incentive plan design; •Advised on the reasonableness of our NEO compensation levels and programs; •Review of our Compensation Discussion and Analysis disclosure; •Performed benchmarking and analysis of our Board of Directors’ compensation and related benefits; •Provided periodic updates and guidance on regulatory and governance trends impacting compensation; and •Attended Compensation Committee meetings (as necessary), including meeting with the Compensation Committee in private executive sessions, without management present. Meridian did not receive fees from the Company for services other than executive compensation services. For 2024, the Compensation Committee analyzed whether the work of Meridian or any other executive compensation adviser raised any conflicts of interest, taking into consideration all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act. The Compensation Committee determined, based on its analysis of all relevant factors, that no conflicts of interest were present.

  31. EXECUTIVE COMPENSATION

    We operate in a competitive environment for talented executives, therefore, the Compensation Committee analyzes a variety of information as it seeks to identify competitive levels of compensation within the relevant markets in which we operate. Peer Group The companies in the compensation peer group for our NEOs were selected because they represent those publicly-traded companies considered by the Compensation Committee to be the most comparable to the Company in terms of revenue, market capitalization, business operations, operational complexity and overall financial performance. To maintain a meaningful comparison, the Compensation Committee reviews the peer group regularly for changes due to M&A activity or shifts in our peers’ business focus or operations. For setting 2024 executive compensation, the peer group was composed of the following 15 companies in the Construction and Engineering Services industries and other related industry classifications.

  32. EXECUTIVE COMPENSATION

    Inc. and Tetra Tech, Inc., and the addition of APi Group Corporation, Arcosa, Inc., Construction Partners, Inc. and NV5 Global, Inc. These changes were made to improve size positions and to better align the peer group to the Company's business operations. The 2025 peer group consisted of:

  33. EXECUTIVE COMPENSATION

    Compensation Review Meridian performed comprehensive competitive compensation benchmarking, which included assessments of all elements of compensation for the NEOs. The competitive compensation benchmarking data included base salary, annual incentive compensation and long-term incentive compensation found in the proxy statements filed by companies in the 2024 peer groups. Meridian reviewed each NEO’s target total direct compensation and each element of compensation against the 50th percentile of the peer group. Based on this review, the Compensation Committee determined that each NEO’s target total direct compensation was generally aligned with the relevant market benchmark. Other elements of each NEO’s compensation (perquisites, welfare benefits, retirement benefits and post-termination benefits) were approved by Southwest Gas Holdings Compensation Committee at various times over the past several years. The Centuri Compensation Committee independently determined that these other elements of compensation continue to be appropriate for the NEOs and are consistent with competitive market practice.

  34. EXECUTIVE COMPENSATION

    | Element | Purpose | Summary of Features | | Annual Cash Incentives | •Encourage and reward NEO contributions in achieving short-term performance goals, including important social goals of safety. •Align management interests with customers and stockholders. | •No awards paid unless at least 50% of target free cash flow and Adjusted EBITDA performance is achieved. •Awards paid out annually in cash. •Award values are subject to downward adjustment to avoid windfalls and maintain internal equity. | | Long-Term Cash Incentives | •Provide NEOs with incentive to achieve long-term performance goals. •Align management interests with those of our stockholders. •Retain management with awards subject to long-term service vesting. | •Due to the planned Centuri IPO, the performance-based long term cash awards are earned based on enterprise value performance of Centuri during 2024, with a three year graded vesting schedule. | | Executive Health, Welfare and Retirement Benefits | •Provide executives reasonable and competitive benefits. •Encourage savings for retirement. | •Health and welfare benefits consistent with standard benefits provided to all employees. •401(k) plan and nonqualified deferred compensation plans allow for deferral of compensation and company contributions. | | Employment Agreements | •Ensure attention and dedication to performance without distraction in the circumstance of a potential change in control. •Provide an incentive to enter into executive employment relationship. •Protect the Company’s interests. | •Two-year term, with automatic renewal. •Provides change in control severance and severance outside of change in control. •Non-competition and non-solicitation restrictive covenants. | | Interim CEO Consulting Agreement | •Ensure proper leadership until a permanent successor CEO had been chosen. •Provide an incentive to enter into consulting relationship. •Protect the Company’s interests. | •Six-month term with possible extensions. •Non-competition and non-solicitation restrictive covenants. |

  35. EXECUTIVE COMPENSATION

    Base Salaries Salaries for the NEOs are established based on the scope of their responsibilities, taking into account competitive market compensation paid by the peer group for similar positions. The competitive market processes and data regarding the 50th percentile pay level of peer companies were used by the Compensation Committee to help ensure that salaries are reasonable, competitive and properly address position responsibilities. The market data on the range of salaries at the peer companies serves as a reference point and provides information on the range of competitive pay levels and current compensation practices in our industry. Salaries are reviewed annually and are subject to an adjustment to maintain alignment with the market and to reflect changes in individual responsibilities, performance, and experience. In 2024, the Southwest Gas Compensation Committee approved merit increases for our NEOs to reflect performance achievements and to ensure market competitiveness. Mr. Izenstark received a base salary increase of $120,000 in connection to his promotion to CFO. The following table shows our NEOs’ 2023 annual base salaries, 2024 annual base salaries and the percentage of their base salary increases in 2024, if any:

  36. EXECUTIVE COMPENSATION

    (3)Messrs. Brown, Caudill, Fehrman did not receive base salary increases in 2024 as they were hired in 2024. Mr. Daily did not receive a base salary increase in 2024 due to his planned retirement, which was announced in 2023. Messrs. Adams and Lyons did not receive a base salary increase due to their terminations during the year. Messrs. Connell and Wilcock both received modest increases to keep their base salaries competitive with the market. (4)Pursuant to the Interim CEO Consulting Agreement, Mr. Caudill received a monthly stipend of $275,000 (the "Consulting Fees") from July 31, 2024 to December 31, 2024. Annual Incentive Compensation Our NEOs had the opportunity to earn annual cash incentive awards tied to the achievement of financial and safety metrics which support our business strategy and enhance our value. The Compensation Committee established target incentive opportunities, expressed as a percentage of each NEO’s base salary, primarily based on the competitive compensation benchmarking. Depending on the level of achieved performance, each NEO may earn between 0% and 170% of their target incentive opportunity. The table below shows each NEO’s 2024 target incentive opportunity expressed in terms of a percentage of the NEO's base salary and a target dollar amount:

  37. EXECUTIVE COMPENSATION

    | | 2024 Annual Incentive Target (% of Base Salary) | 2024 Annual Incentive Target ($) | | Christian I. Brown | 110% | — | | Paul J. Caudill(1) | n/a | — | | William J. Fehrman | 110% | 1,149,500 | | Paul M. Daily | 110% | 891,000 | | Gregory A. Izenstark | 75% | 330,000 | | Stephen J. Adams | 75% | 393,750 | | James W. Connell Jr. | 75% | 331,500 | | Robert C. Lyons | 100% | 565,000 | | Jason S. Wilcock | 75% | 318,000 |

  38. EXECUTIVE COMPENSATION

    (1)Pursuant to the Interim CEO Consulting Agreement, Mr. Caudill was not eligible to participate in the Annual Incentive Plan. Annual Incentive Compensation 2024 Performance Metrics. For our 2024 annual incentive opportunity, the Compensation Committee adopted two financial performance metrics (free cash flow and Adjusted EBITDA) and two safety goals. The selected performance metrics remain unchanged from 2023, except for the addition of Adjusted EBITDA, while the additional safety goals were Days Away From Work, Restricted or Transferred, or “DART” and Total Recordable Incident Rate, or “TRIR”. The Compensation Committee added Adjusted EBITDA as a performance metric for our 2024 annual incentive program as it provides a clear picture of Centuri’s core operational profitability. No awards are paid unless at least 50% of target free cash flow and Adjusted EBITDA is achieved.

  39. EXECUTIVE COMPENSATION

    Calculation of Annual Incentive Awards. Actual awards for each measure are determined as of year-end by comparing Centuri's performance to the threshold, target and maximum levels adopted by the Compensation Committee for each performance measure. When threshold performance for any measure is achieved, the portion of the award with respect to that measure is earned. Award payouts can range from 65% (at threshold) to 170% (at maximum) of the assigned target incentive opportunity for each measure, based on where actual results fall in the range from threshold to target to maximum. We determine actual payouts through linear interpolation.

  40. EXECUTIVE COMPENSATION

    | Measure | Threshold | Target | Maximum | Actual(1) | Weighting | Payout (% of target)(2) | | Adjusted EBITDA | $216.2 million | $270.2 million | $310.7 million | $233.5 million | 40% | 76.2% | | Free Cash Flow | $120.1 million | $150.1 million | $172.6 million | $136.8 million | 40% | 84.5% | | Safety (DART) | 0.40 | 0.30 | 0.28 | 0.30 | 10% | 111.7% | | Safety (TRIR) | 1.31 | 0.93 | 0.60 | 0.91 | 10% | 104.2% | | Total | | | | | | 85.9% |

  41. EXECUTIVE COMPENSATION

    (1)For EBITDA and Free Cash Flow, the amounts in this column are rounded to the tenth decimal place. For Safety (TRIR) the amounts in this column are rounded to the hundredth decimal place. For Safety (DART) the amounts in this column are rounded to the thousandth decimal place. (2)Amounts in this column are rounded to the tenth decimal place. No annual incentive awards are paid to NEOs unless 50% of target free cash flow and Adjusted EBITDA is achieved on a consolidated basis. In fiscal 2024, free cash flow and Adjusted EBITDA exceeded 50% of target on a consolidated basis, and achievements under the other performance measures aggregated for a payout of 85.9% of the target incentive award opportunity. The Adjusted EBITDA results were adjusted to remove $11 million in costs associated with strategic review costs, securitization facility transaction fees, CEO transition costs and severance expenses. The aggregated percentage payout is multiplied by the total incentive opportunity (expressed above as a percentage of base salary) to determine the overall dollar value of the incentive award. Messrs. Daily, Izenstark, Connell and Wilcock received an annual incentive award equal to 85.9% of their respective target incentive opportunity. Messrs. Fehrman, Adams and Lyons were not eligible for an award due to their terminations. Mr. Brown was not eligible for the short-term incentive plan until the 2025 plan year. Each of the NEO’s performance was measured on a consolidated basis. Mr. Daily received an award pursuant to the CEO Employment and Separation Agreements which entitled him to a pro-rata target amount of his 2024 annual incentive. The following table details the actual payouts associated with the fiscal 2024 annual incentive awards for the NEOs:

  42. EXECUTIVE COMPENSATION

    | | Incentive Opportunities (% of salary) | Target Annual Incentive Opportunities ($) | Total Achievement of Performance Measures (% of target)(2) | Incentive Earned (% of salary)(2) | Incentive Earned* ($) | | Paul M. Daily(1) | 110% | 891,000 | 8.3% | 9.2% | 74,220 | | Gregory A. Izenstark | 75% | 330,000 | 85.9% | 64.4% | 283,384 | | James W. Connell Jr. | 75% | 331,500 | 85.9% | 64.4% | 284,672 | | Jason S. Wilcock | 75% | 318,000 | 85.9% | 64.4% | 273,079 |

  43. EXECUTIVE COMPENSATION

    The Compensation Committee set each NEO’s long-term incentive opportunity (expressed as a percentage of base salary) generally at the median of the peer group. The below table shows each NEO’s 2024 long-term incentive opportunity granted as performance-based long-term cash:

  44. EXECUTIVE COMPENSATION

    | | Incentive Opportunities* | | | | Target Performance-based Long-Term Cash Granted in Fiscal 2024 (% of Base Salary) | Target Performance-Based Long-Term Cash Granted in Fiscal 2024 ($) | | William J. Fehrman | 225% | 2,351,251 | | Paul M. Daily(1) | 225% | 1,822,500 | | Gregory A. Izenstark | 140% | 616,000 | | James W. Connell Jr. | 115% | 488,750 | | Jason S. Wilcock | 135% | 540,000 |

  45. EXECUTIVE COMPENSATION

    (1)Pursuant to the CEO Employment and Separation Agreements, Mr. Daily was eligible to receive a pro-rata long-term incentive plan award at the target opportunity. * Mr. Brown did not receive a performance-based long-term incentive award in 2024 as he was hired in 2024 and will be eligible to participate in the long-term incentive program starting in 2025. Pursuant to the Interim CEO Consulting Agreement, Mr. Caudill did not receive a performance-based long-term incentive award in 2024. Mr. Adams and Mr. Lyons did not receive performance-based long-term incentive awards in 2024 due to their planned separations. The 2024 Performance-Based Long-Term Cash awards are earned based on achievement against “enterprise value” (defined below) performance goals over the one-year performance cycle ended on December 31, 2024. The Compensation Committee selected enterprise value as the performance metric for the 2024 Performance-Based Long-Term Cash awards as it provides a comprehensive picture of Centuri’s total value by taking into account both equity value (market capitalization) and debt, which aligns with shareholders’ interest. The Compensation Committee adopted a one-year performance cycle due to the difficulty of forecasting multi-year performance goals following Centuri’s IPO. The Compensation Committee established threshold, target and maximum performance levels for enterprise value. Target performance level was based on the Company’s business plan and budgets, taking into account such factors as budgeted capital expenditures, expected growth within the markets that the Company serves, competitive factors from other service providers and other business considerations embedded in the Company’s annual business planning process. Actual amounts earned can range from 50% to 200% of the target opportunity based on the level of achievement against enterprise value goals. No amount is earned if threshold performance is not achieved. Linear interpolation is used to compute the amount of cash earned if the performance is between two designated levels. Any amounts earned at the end of the performance cycle are subject to the following vesting schedule: (i) 25% vests on March 15, 2025, (ii) 25% vests on January 1, 2026 and (iii) vests 50% on January 1, 2027 provided that the NEO is continuously employed through each vesting date. As demonstrated by the table below, the Company did not achieve threshold performance over the one-year performance period ended on December 31, 2024, and, as a result, no cash awards were earned at the conclusion of that performance cycle (except for Mr. Daily, who received $50,625, which represents the pro-rata target amount of his award pursuant to the CEO Employment and Separation Agreements).

  46. EXECUTIVE COMPENSATION

    | Measure | Threshold (million) | Target (million) | Maximum (million) | Actual (million) | Performance Awards Payout (% of target) | | 1-Year Enterprise Value | 1,492 | 1,755 | 2,106 | 1,361 | —% |

  47. EXECUTIVE COMPENSATION

    Transition and New Hire Grants. In connection with the successful IPO of the Company, the Compensation Committee granted to each of Messrs. Izenstark, Connell and Wilcock time-lapse RSUs to reward their contributions in connection with the IPO and encourage their continued services to the Company. In addition, the Compensation Committee granted to each of Messrs. Brown, Fehrman and Caudill new hire time-lapse RSUs in connection with their employment or engagement to incentivize them to join the Company. •Time-Lapse Restricted Share Units for Mr. Brown. Mr. Brown received a time-lapse RSUs relating to 72,992 shares of Common Stock on December 3, 2024 in connection with his hiring. The award vests over three years, with 40% on December 3, 2025, 30% on December 3, 2026 and 30% on December 3, 2027. •Separation Event Sign-on Grant of Restricted Share Units for Mr. Fehrman. Pursuant to his Offer Letter, Mr. Fehrman received a grant of time-lapse RSUs relating to shares of Common Stock on April 22, 2024. The award was forfeited following Mr. Fehrman's resignation. •Time-Lapse Restricted Share Units for Mr. Caudill. In connection with Mr. Caudill's consulting agreement, he was granted 26,315 time-lapse RSUs relating to shares of Common Stock on July 1, 2024, which was scheduled to vest one-year after the grant on July 1, 2025. •IPO Bonus Time-Lapse Restricted Share Units. On May 12, 2024 in connection with the successful IPO of the Company, Messrs. Izenstark, Connell and Wilcock each received a grant of time-lapse RSUs relating to shares of Common Stock in the amounts of 40,404, 6,060 and 30,303, respectively. These awards vest on May 12, 2025, one year following the grant date. •Retention Restricted Share Units for Mr. Connell. On July 30, 2024, Mr. Connell received a grant of 19,011 time-lapse RSUs relating to 19,011 shares of Common Stock as a retention award. The award vests on January 30, 2026, 18 months from the grant date. 2022-2023 Long-Term Incentive Compensation In fiscal 2022, Messrs. Daily, Adams, Connell, Lyons and Wilcock only received time-lapse RSU grants relating to Southwest Gas Holdings common shares (“Southwest RSUs”) as long-term incentive compensation, due to the announced intention of Southwest Gas Holdings in early 2022 to pursue a sale or spin-off of Centuri, and a decision in late 2022 by the Southwest Gas Holdings Board of Directors to pursue a spin-off. In fiscal 2022, Mr. Izenstark received a time-lapse long-term cash award. In fiscal 2023, Messrs. Daily, Adams, Connell, Lyons and Wilcock received Southwest RSUs and Southwest Performance Share Unit grants relating to Southwest Gas Holdings common shares (“Southwest PSUs”). In this same year, Mr. Izenstark received a time-lapse long-term cash award and a special time-lapse RSU grant relating to Southwest Gas Holdings common shares. See "Outstanding Equity Awards at Fiscal Year-End 2024" and "Stock Vested During 2024" for additional information on shares granted in prior years. Perquisites The Company provides certain perquisites to each NEO, which the Compensation Committee believes are reasonable and consistent with the objective of attracting, retaining, and motivating high-performing senior leaders. The NEOs are eligible to receive reimbursement for annual physical examinations, social club memberships, car allowances, event tickets, life insurance and reimbursement annually for financial planning, estate planning and tax preparation. Social club memberships and car allowances were phased out in 2025. Retirement Benefits The Company maintains two plans which provide retirement benefits for the NEOs: a 401(k) plan and a nonqualified deferred compensation plan, the Executive Deferred Compensation Plan (“EDCP”). •Centuri 401(k) Plan. NEOs receive matching contributions from Centuri to applicable accounts in the Centuri 401(k) plan, consistent with all other employees participating in the plan. The Company matches 100% of pre-tax contributions up to the first 3% of base salary and 50% on the next 4%. All matching contributions are subject to certain limits as determined by law. •EDCP. Under the nonqualified deferred compensation plan maintained by the Company, certain employees, including NEOs, are permitted to voluntarily defer receipt of up to 80% of base salary and up to 80% of other cash compensation. Employer matching contributions in the deferred compensation plan are equal to the first 5% of the salary compensation deferred by the employee under the plan. Matching contributions vest immediately. Participants may allocate deferred cash amounts among (i) a group of notional accounts that mirror the gains and/or losses of various investment alternatives that do not provide for above-market or preferential earnings and (ii) an account with returns based on Centuri’s financial performance (“LTCIP Fund”). NEOs must invest at least 25% of their annual incentive compensation in the LTCIP Fund until the NEO meets the established investment requirement – two times base salary for Centuri’s Chief Executive Officer and one times base salary for the other NEOs. LTCIP Fund investments grow or depreciate based on Centuri’s company

  48. EXECUTIVE COMPENSATION

    growth rate. The maximum annual loss of the LTCIP Fund is negative 5% and the maximum annual gain is 20%.The LTCIP Fund was phased out in 2024. Executive Agreements Centuri has entered into employment agreements with each of the NEOs (collectively, the “Employment Agreements”). The terms of the Employment Agreements, other than compensation and severance levels, are substantially consistent. The Employment Agreements provide for specified levels of severance payments and benefits upon certain employment termination events both in the absence of and following certain change in control events. The Employment Agreements also contain non-competition, non-solicitation and other restrictive covenants. In approving the Employment Agreements, Centuri considered the aggregate potential obligations under the agreements, as well as the benefits of securing non-competition, non-solicitation and other restrictive covenants included in the agreement. The Employment Agreements do not contain excise tax gross-up provisions and, instead, employ a “best net” approach under which payments and benefits are either reduced to avoid the excise tax on excess parachute payments or not reduced, in which case the executive is responsible for any excise tax, depending on which approach would result in the greatest after-tax amount being retained. See “Post-Termination Benefits” section below for a more detailed discussion of the severance payments and benefits provided under the Employment Agreements. CEO Employment and Separation Agreements. On December 13, 2023, Southwest Gas and the Company entered into a Transition and Separation Letter Agreement (the “Daily Separation Agreement”) with Mr. Daily. Under the Daily Separation Agreement, if Mr. Daily remained employed with Centuri through the successful transition of his responsibilities to a successor or if Mr. Daily’s employment is terminated earlier (a) by the Company without cause or due to his disability, (b) by Mr. Daily for “good reason” within 24 months following a “change in control,” (c) due to Mr. Daily’s death or (d) by Mr. Daily, with or without “good reason” in calendar year 2025, by Mr. Daily providing the Company notice of termination in calendar year 2025 stating the separation date, provided that an event constituting “cause” does not then exist, Mr. Daily was entitled to (1) a retention bonus of $2.2 million, (2) pro-rata target annual incentive for the year of termination, (3) “retirement” eligibility for purposes of his long-term incentive awards, resulting in pro-rata vesting of such awards and (4) continued COBRA coverage or reimbursement of the premiums for Mr. Daily and his covered dependents until the earliest of (i) July 1, 2025, (ii) the date Mr. Daily becomes eligible for health insurance coverage from a new employer or self-employment, or (iii) the date Mr. Daily is no longer eligible to continue coverage under COBRA. At the time of entering into this agreement, we considered our need to retain Mr. Daily as the Centuri CEO until his successor was appointed. On January 12, 2024, William J. Fehrman began serving as the Centuri CEO and on January 31, 2024, and, pursuant to the Daily Separation Agreement, Mr. Daily’s employment terminated. The confidentiality, non-competition, non-disparagement and other restrictive covenants included in the employment agreement between Centuri and Mr. Daily, dated April 18, 2016 (the “Daily Employment Agreement”) remain in effect. Neither the Daily Separation Agreement nor the Daily Employment Agreement contain excise tax gross-up provisions. See “Post-Termination Benefits” section below for a more detailed discussion of the Daily Separation Agreement. Interim CEO Consulting Agreement. On July 15, 2024, the Company entered into an Interim CEO Consulting Agreement (the "Consulting Agreement") with Mr. Caudill. Under the Consulting Agreement effective July 31, 2024 Mr. Caudill began service as the Interim President and Chief Executive Officer with the duties, responsibilities and authorities customary for such a position. Under the terms of the Consulting Agreement, Mr. Caudill classified as an independent contractor and not as an employee. The initial term of the agreement was six months, with possible extensions of successive one-month periods until a successor Chief Executive Officer had been appointed. The agreement provided for a monthly stipend of $275,000 in arrears, reasonable business expense reimbursement and an equity incentive award valued at $500,000. The Consulting Agreement also contained non-solicit, non-competition and other restrictive covenants. On December 3, 2024, Christian I. Brown began serving as the Centuri CEO and on December 31, 2024, Mr. Caudill's Consulting Agreement concluded. Mr. Adams Separation Agreement. On July 2, 2024, the Company entered into a Separation Agreement (the "Adams Separation Agreement") with Mr. Adams. Under the Adams Separation Agreement, the Company and Mr. Adams ended his employment on an amicable basis. Mr. Adams was paid $1,050,000, an amount equal to 24 months of his then current annual base salary. See “Post-Termination Benefits” section below for a more detailed discussion of Adams Separation Agreement. Mr. Lyons Separation Agreement. On February 7, 2024, the Company entered into a Separation Agreement (the "Lyons Separation Agreement") with Mr. Lyons. Under the Lyons Separation Agreement, the Company and Mr. Lyons ended his employment on an amicable basis. Mr. Lyons was paid $1,130,001, an amount equal to 24 months of his then current annual base salary. See “Post-Termination Benefits” section below for a more detailed discussion of the Lyons Separation Agreement.

  49. EXECUTIVE COMPENSATION

    To better align the interests of the Board with those of all stockholders, the Company's RSU award agreements for non-employee directors contain a clause that requires awardees to accumulate a certain amount of Common Stock as a condition for their RSU award. Based on this requirement, non-employee directors are required to accumulate at least five times the value of their annual cash retainer in Common Stock within five years of being elected to the Board. All non-employee directors are currently in compliance with this ownership requirement.

  50. EXECUTIVE COMPENSATION

    | Policies and Practices Regarding Equity Grants |

  51. EXECUTIVE COMPENSATION

    The Compensation Committee makes annual equity awards at approximately the same time each year. We do not have any program, plan, or obligation that requires us to grant equity awards on specified dates. Historically, the Southwest Gas Holdings Compensation Committee granted equity awards to our existing executive officers and employees at least annually and periodically to newly-hired employees upon the commencement of their employment. The Compensation Committee does not have a practice or policy of granting equity awards in anticipation of the release of material nonpublic information and, we do not time the release of material non-public information in coordination with grants of equity awards in a manner that intentionally benefits our NEOs. Equity awards may occasionally be granted following a significant change in job responsibilities or to meet other special retention or performance objectives.

  52. EXECUTIVE COMPENSATION

    | 2024 Summary Compensation Table |

  53. EXECUTIVE COMPENSATION

    | Name and Principal Position | Year | Salary ($)(1)(7) | Bonus ($)(10)(11) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(1)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5)(6)(8)(9) | Total ($) | | Christian I. Brown | 2024 | 80,769 | 500,000 | 1,499,986 | — | — | — | 2,080,755 | | President and Chief Executive Officer | 2023 | | | | | | | | | Paul J. Caudill | 2024 | 2,010,000 | — | 499,985 | — | — | — | 2,509,985 | | Former Interim Chief Executive Officer | 2023 | | | | | | | | | William J. Fehrman | 2024 | 614,943 | — | 4,628,567 | — | — | 68,099 | 5,311,609 | | Former President and Chief Executive Officer | 2023 | | | | | | | | | Paul M. Daily | 2024 | 77,885 | 2,200,000 | — | 124,845 | 520 | 16,288 | 2,419,538 | | Former President and Chief Executive Officer | 2023 | 806,308 | — | 1,850,480 | 1,350,786 | 3,961 | 104,195 | 4,115,730 | | Gregory A. Izenstark | 2024 | 440,000 | — | 1,025,858 | 384,884 | — | 74,851 | 1,925,593 | | Executive Vice President, Chief Financial Officer | 2023 | 316,423 | 100,000 | 319,982 | 300,027 | — | 65,459 | 1,101,891 | | Stephen J. Adams | 2024 | 266,539 | — | — | — | 947 | 1,092,907 | 1,360,393 | | Former President of Centuri Power Group | 2023 | 511,154 | 202,500 | 613,019 | 480,830 | 1,018 | 72,735 | 1,881,256 | | James W. Connell Jr. | 2024 | 438,731 | — | 453,857 | 284,672 | 4,435 | 82,167 | 1,263,862 | | Executive Vice President, Chief Commercial and Strategy Officer | 2023 | | | | | | | | | Robert C. Lyons | 2024 | 54,327 | — | — | — | 12,265 | 1,145,001 | 1,211,593 | | Former Executive Vice President and Chief Operating Officer | 2023 | 562,693 | 250,000 | 1,003,930 | 821,039 | 1,071 | 89,755 | 2,728,488 | | Jason S. Wilcock | 2024 | 419,385 | — | 769,393 | 273,079 | 3,137 | 68,564 | 1,533,558 | | Executive Vice President, Chief Legal & Administrative Officer and Corporate Secretary | 2023 | 385,295 | 50,000 | 479,754 | 442,077 | 9 | 62,504 | 1,419,639 |

  54. EXECUTIVE COMPENSATION

    | Grants of Plan-Based Awards (2024) |

  55. EXECUTIVE COMPENSATION

    | Outstanding Equity Awards at Fiscal Year-End 2024 |

  56. EXECUTIVE COMPENSATION

    | Stock Vested During 2024 |

  57. EXECUTIVE COMPENSATION

    | Nonqualified Deferred Compensation (2024) |

  58. EXECUTIVE COMPENSATION

    | Pay Ratio Disclosure |

  59. EXECUTIVE COMPENSATION

    | Pay Versus Performance |

  60. EXECUTIVE COMPENSATION

    | DIRECTOR COMPENSATION |

  61. EXECUTIVE COMPENSATION

    | 2024 Director Compensation Table |

  62. EXECUTIVE COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($) | Total ($) | | Christian I. Brown | – | – | – | – | | Paul J. Caudill | – | – | – | – | | William J. Fehrman(3) | – | – | – | – | | Paul M. Daily | – | – | – | – | | Julie A. Dill | 86,250 | 170,874 | – | 257,124 | | Andrew W. Evans | 82,500 | 170,874 | – | 253,374 | | Karen S. Haller | 146,250 | 170,874 | – | 317,124 | | Christopher A. Krummel | 71,250 | 170,874 | – | 242,124 | | Anne L. Mariucci | 82,500 | 170,874 | – | 253,374 | | Charles R. Patton | 71,250 | 170,874 | – | 242,124 |

  63. EXECUTIVE COMPENSATION

    | Director Compensation Narrative |