DEF 14A of Centuri Holdings, Inc.
Filed Apr 6, 2026 · FY20250001981599-26-000046
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
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| The Board Recommends a Vote “FOR” each of the Nominees Named Below | | General |
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The authorized number of directors is currently fixed at nine. 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, Dustin DeMaria, Julie A. Dill, Andrew W. Evans, Karen S. Haller, Christopher A. Krummel, Anne L. Mariucci, Steven E. Nielsen and Charles R. Patton to serve as directors of the Company. The Board has determined that Dustin DeMaria, Julie A. Dill, Andrew W. Evans, Christopher A. Krummel, Anne L. Mariucci, Steven E. Nielsen 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.
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| Vote Required |
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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 nine 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.
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| Names, Qualifications and Reasons for Selection of Nominees |
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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.
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| Board Skills and Composition Matrix |
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The following matrix sets forth the board members’ experience, skills, expertise and demographic background as of March 23, 2026.
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| | Brown | DeMaria | Dill | Evans | Haller | Krummel | Mariucci | Nielsen | 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 | 56 | 36 | 66 | 59 | 62 | 58 | 68 | 63 | 66 | | Male | M | M | | M | | M | | M | M | | Female | | | F | | F | | F | | | | African American | | | | | | | | | ✓ | | Caucasian | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Asian | | | | | | | | | | | Hispanic/Latino | | | | | | | | | |
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The names of the nominees, their principal occupation and the Board’s reasons for their selection are set forth below.
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| 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 the President and Chief Executive Officer of the Company and a member of the Board since December 2024. Prior to joining the Company, he served as the 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. | |
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| Dustin DeMaria | | | | Senior Analyst Icahn Enterprises L.P. and Icahn Capital LP Director Since: 2025 Board Committees: Nominating and Corporate Governance Qualifications, Skills and Experience: The Board determined that Mr. DeMaria should serve as a director of the Company due to his experience in the energy and utilities industries and his strong financial and operational background. | | Mr. DeMaria has served as a member of the Board since November 2025. Mr. DeMaria is a Senior Analyst at Icahn Enterprises L.P. and Icahn Capital LP (collectively with certain affiliates thereof, “IEP”), which he joined in 2022. Prior to his position at IEP, Mr. DeMaria served as a Director at Zipari, a portfolio company of Thoma Bravo. Prior to Zipari, Mr. DeMaria worked as an investment banking associate at Moelis & Company from 2019 to 2021. Mr. DeMaria has served as a director of CVR Energy, Inc. since March 2024, and Viskase Companies, Inc. since March 2023. IEP, CVR Energy and Viskase are indirectly controlled by Mr. Carl C. Icahn. Mr. DeMaria received a Master of Business Administration from the S. C. Johnson College of Business at Cornell University and a Bachelor of Business Administration from Roanoke College. | |
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| 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 Centuri IPO and served on the Company’s 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. | |
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| Andrew W. Evans | | | | Retired Utility Company Executive Southern Company | | | Director Since: 2024 Board Committees: Compensation (Chair), Audit 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 Centuri IPO. 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 serves on the boards of directors of Georgia Power (a subsidiary of Southern Company (NYSE: SO)), Southwest Gas Holdings (NYSE: SWX), and Air Products and Chemicals, Inc. (NYSE: APD). He is also currently a trustee of Emory University. Mr. Evans has served as chair of several philanthropic organizations, including the Grady Hospital Foundation and Zoo Atlanta. | |
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| Karen S. Haller | | | | President and Chief Executive Officer Southwest Gas Holdings, Inc. Chief Executive Officer Southwest Gas Corporation | | | Director Since: 2024 Board Committees: None Qualifications, Skills and Experience: The Board determined that Mrs. Haller should serve as a director of the Company because she has a unique understanding of the Company’s businesses, customers, end markets, supply chains, utility operations, talent development, policies and internal functions due to her executive positions at Southwest Gas Holdings and Southwest Gas Corporation. Ms. Haller also brings experience with environmental, regulatory and legal issues of importance to the Company. | | Ms. Haller has served as a member of the Board since the completion of the Centuri IPO. Ms. Haller also previously served as Chair of the Board from the completion of the Centuri IPO until September 2025. 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. Ms. Haller has announced that she will be retiring from her positions as the President and Chief Executive Officer of Southwest Gas Holdings and Chief Executive Officer of Southwest Gas Corporation, effective May 8, 2026, and from her position as director of Southwest Gas Holdings and Southwest Gas Corporation, effective as of the conclusion of Southwest Gas Holdings' annual meeting of stockholders on May 7, 2026, and that she plans to serve as an advisor to Southwest Gas Holdings following her resignation through December 31, 2026. As leader of Southwest Gas Holdings’ 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 29-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 and the American Gas Association. 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 and serves as the trustee of American Gas Foundation. She received a B.S. in finance from the University of Wyoming, a J.D. from Cornell Law School, and completed the Finance for Senior Executives program at Harvard Business School. | |
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| Christopher A. Krummel | | | | Founding Partner KEW Advisory LLC | | | Director Since: 2024 Board Committees: Audit, Nominating and Corporate Governance 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 Chair of the Board since September 15, 2025 and has been a member of the Board since the completion of the Centuri IPO. 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 KEW 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, Mr. Krummel joined the board of directors of Electric Reliability Council of Texas Inc. (ERCOT) in 2025; ERCOT is the independent system operator for Texas that manages the flow of electric power to more than 27 million Texas customers. In 2024, Mr. Krummel began serving on the board of directors of ACS Partners Holdco LLC, a privately held construction services company. He has also been a member of the board of directors of Rebuilding Together Houston since 2007, becoming its board president in 2026. 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. | |
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| Anne L. Mariucci | | | | Former President Del Webb Corporation | | | Director Since: 2024 Board Committees: Nominating and Corporate Governance (Chair), Compensation 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 Centuri IPO 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 had a 28-year career with Del Webb Corporation, culminating in her role as the President of Del Webb following its merger with Pulte Homes, Inc. in 2001 until 2003. She serves as a director of Southwest Gas Holdings (NYSE: SWX) and Taylor Morrison Home Corporation (NYSE: TMHC), and is currently chair of the board of directors of Banner Health, a large nonprofit healthcare system. 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 CoreCivic, Inc. (NYSE: CXW), Berry Corporation (Nasdaq: BRY), 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. | |
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| Steven E. Nielsen | | | | Former Chairman and Executive Dycom Industries, Inc. | | | Director Since: 2026 Board Committees: None Qualifications, Skills and Experience: The Board determined that Mr. Nielsen should serve as a director due to his decades of experience as Chairman, President and Chief Executive Officer of Dycom Industries, Inc., a leading provider of specialty contracting services to the telecommunications infrastructure industry, where he led the company through 25 years of transformational growth, scaling the business from under $200 million in revenue to more than $4.5 billion. In addition, Mr. Nielsen contributes relevant public company board experience. | | Mr. Nielsen spent 31 years at Dycom Industries, Inc. (NYSE: DY), most recently as Chairman of the Board between 2000 and 2024, and President and Chief Executive Officer from March 1999 to 2024. While there he led Dycom through 25 years of transformational growth, scaling the business from under $200 million in revenue to more than $4.5 billion. Mr. Nielsen currently serves on the board of the privately held Allo Communications and as a trustee of Williams College. He was also previously a director of SBA Communications Corporation (Nasdaq: SBAC). Mr. Nielsen received a Bachelor of Arts degree from Williams College in 1985. | |
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| 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 Centuri IPO and has served on the Company’s 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. | |
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EXECUTIVE COMPENSATION
Philosophy and Objectives Centuri’s executive compensation program is designed to support the Company’s short- and long‑term strategies, reinforce a performance‑driven culture, and align the interests of executives with stockholders. The program is structured to be market‑competitive, performance‑based, and governed by strong compensation and governance practices. The Compensation Committee has structured Centuri’s executive compensation program covering NEOs to include the following key governance and design practices: •Attract, retain, and motivate high-caliber leadership by delivering competitive and sound total rewards that reflect market benchmarking and internal equity. •Provide a balanced mix of pay components and incentives through a well‑balanced compensation program that integrates cash and equity elements and incorporates both annual and long‑term incentives to reinforce sustained performance and stockholder alignment. •Align pay with performance by emphasizing financial, operational, and strategic objectives and results through annual and long-term incentives. A significant portion of our NEOs’ total compensation is tied to the achievement of business objectives and creation of long-term stockholder value. This ensures NEO pay is aligned with business and share performance. While we emphasize “at- risk” pay tied to performance, we have designed the executive compensation program so that it does not encourage excessive risk-taking by management. •Promote long-term value creation and financial discipline, supported by a shift toward value-driving long-term incentive plan metrics such as return on net assets (“RONA”) and free cash flow to strengthen operational efficiency and sustainable growth. •Limited perquisites provided to NEOs and only to the extent they are reasonable and consistent with our compensation objectives of attracting and retaining superior executives for key positions.
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 reviews and approves 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
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 2025 executive compensation, the peer group was composed of the following 15 companies in the Construction and Engineering Services industries and other related industry classifications. The 2025 peer group consisted of:
EXECUTIVE COMPENSATION
addition of Everus Construction Group, Inc. These changes were made to better align the peer group to the Company’s business operations following Everus Construction Group’s spinoff from MDU Resources. Compensation Review The Compensation Committee conducts a comprehensive annual review of compensation for each NEO to ensure pay levels remain aligned with Centuri’s compensation philosophy, market competitiveness, and performance expectations. This review incorporates independent benchmarking provided by Meridian. The competitive compensation benchmarking data included analyses of base salary, annual incentive targets and values, long-term incentive values, and total direct compensation, as disclosed in the proxy statements filed by companies in the 2025 peer group. Management and Meridian supply market data, internal equity considerations, and role‑specific details to inform the Compensation Committee’s evaluation. The Compensation Committee also assesses individual performance, changes in leadership scope, retention risks, and long‑term succession planning needs. Where compensation levels differ materially from market or where leadership scope has evolved, the Compensation Committee may adjust specific pay elements—such as salary, mix of long-term incentives, or short-term incentive targets—to maintain appropriate alignment. Recommendations for adjustments are reviewed in coordination with the CEO for all NEOs other than the CEO and incorporate Compensation Committee feedback prior to approval. In connection therewith, Meridian also reviews each NEO’s target total direct compensation and each element of compensation against the 50th percentile of the applicable peer group. Based on this review, the Compensation Committee determines whether each NEO’s target total direct compensation warrants adjustments to generally align with the relevant market benchmarks. Following the review, it was determined that Messrs. Izenstark, Connell and Wilcock required increases to more closely align with competitive market benchmarks in 2025.
EXECUTIVE COMPENSATION
| Element | Purpose | Summary of Features | | Annual Cash Incentives | •Encourage and reward NEO contributions in achieving short-term performance goals, including important safety goals. •Align management interests with stockholders. | •No awards paid unless at least 50% of target Adjusted EBITDA performance is achieved. •All other metric achievements are capped at target if Adjusted EBITDA achievement is below 80% of target. •Awards paid out annually in cash. •Award values are subject to downward adjustment to avoid windfalls and maintain internal equity. •Awards have a maximum payout cap of 200% of target. | | Long-Term 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. | •Total grant is a combination of 60% performance share units and 40% restricted share units. •Restricted share units vest ratably over 3 years. •The performance share units are earned based on RONA and free cash flow measured over 3-years and vest after the performance period is completed. | | 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, with the addition of company paid executive life insurance, executive physical, and financial planning/tax preparation. •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. •Provide change in control severance and severance outside of change in control. •Non-competition and non-solicitation restrictive covenants. |
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 adjustment to maintain alignment with the market and to reflect changes in individual responsibilities, performance, and experience. In 2025, the Compensation Committee approved merit increases for our NEOs to reflect performance achievements, and to ensure market competitiveness to the new market from Centuri being spun off and becoming a standalone public company. The following table shows our NEOs’ 2024 annual base salaries, 2025 annual base salaries and the percentages of their base salary increases in 2025, if any:
EXECUTIVE COMPENSATION
(1)Mr. Brown did not receive a base salary increase in 2025 as he was hired in December 2024. Each of Messrs. Izenstark, Connell and Wilcock received increases to keep their base salaries competitive with the market. 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
EXECUTIVE COMPENSATION
| | 2025 Annual Incentive Target (% of Base Salary) | 2025 Annual Incentive Target ($) | | Christian I. Brown | 110% | 1,155,000 | | Gregory A. Izenstark | 75% | 382,950 | | Jason S. Wilcock | 75% | 364,875 | | James W. Connell Jr. | 75% | 371,250 |
EXECUTIVE COMPENSATION
Annual Incentive Compensation 2025 Performance Metrics. For our 2025 annual incentive opportunity, the Compensation Committee adopted three financial performance metrics (Adjusted EBITDA, free cash flow, and growth backlog) and two safety goals (Days Away From Work, Restricted or Transferred (“DART”) and Total Recordable Incident Rate (“TRIR”)). The selected performance metrics remain unchanged from 2024, except for the addition of growth backlog. Adjusted EBITDA is a non-GAAP measure and is defined as earnings before interest, tax, depreciation and amortization. For purposes of 2025 compensation, Adjusted EBITDA includes adjustments for $9 million of certain non-recurring or non-operational expenses including Separation-related costs, other professional fees and acquisition costs (net of current year contributions from Connect Atlantic Utility Services Corporation (“Connect”), a Canadian company we acquired on November 18, 2025). Adjusted EBITDA for purposes of our 2025 compensation differs from the Adjusted EBITDA presented in our other filings with the SEC in two aspects: (i) stock-based compensation is not added back for compensation purposes, and (ii) contribution from Connect is excluded in the Adjusted EBITDA for compensation purposes but not otherwise. For NEOs, no awards are paid unless at least 50% of target Adjusted EBITDA is achieved, and all other metric achievements are capped at target if Adjusted EBITDA achievement is below 80% of target. Free cash flow is a non-GAAP measure and is defined as cash flow from operations minus net capital expenditures (including amounts not yet paid, but recognized in liabilities). For purposes of 2025 compensation, free cash flow was adjusted for certain non-recurring or non-operational expenses, including Separation-related costs, certain debt fees expensed as part of the Company’s refinancing of its existing credit facilities in July 2025, other professional fees, acquisition costs (net of current year contributions from Connect), and aged receivables related to a key customer whose significant business growth during the year slowed the processing and payment of our invoices. These adjustments totaled approximately $37 million in 2025. The Compensation Committee added growth backlog as a performance metric for our 2025 annual incentive program, which measures growth in the organization through expansion of new services for existing customers and engagement with new customers. The Compensation Committee also increased the weighting on Adjusted EBITDA to emphasize growth and profitability and to provide a comprehensive view of Company's financial metric conducive to growth goals. Both DART and TRIR were considered for 2025 compensation purposes as they measure incident frequency and workplace safety, and improvement from their respective fiscal 2024 levels was required in setting their respective performance goals.
EXECUTIVE COMPENSATION
Calculation of Annual Incentive Awards. Actual awards for each measure are determined as of year-end results 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 50% (at threshold) to 200% (at maximum) of the assigned target incentive opportunity for each measure, based on where actual results fall in the range from threshold to target or from target to maximum. We determine actual payouts through linear interpolation. The thresholds, targets and maximums and actual results under the performance measures for fiscal 2025 are set forth below:
EXECUTIVE COMPENSATION
| Measure | Threshold(1) | Target(1) | Maximum(1) | Actual(1) | Weighting | Payout (% of target)(2) | | Adjusted EBITDA | $202.6 million | $253.3 million | $303.9 million | $237.5 million | 60% | 84.4% | | Free Cash Flow | $41.5 million | $51.9 million | $62.2 million | $79.5 million | 20% | 200.0% | | Growth Backlog | $292.0 million | $360.0 million | $437.0 million | $1,006.4 million | 10% | 200.0% | | Safety (DART) | 0.31 | 0.29 | 0.27 | 0.26 | 5% | 200.0% | | Safety (TRIR) | 1.00 | 0.89 | 0.86 | 0.76 | 5% | 200.0% | | Total | | | | | | 130.7% |
EXECUTIVE COMPENSATION
(1)For Adjusted EBITDA, Free Cash Flow and Growth Backlog, the amounts in this column are rounded to the tenth decimal place. For Safety (TRIR) and Safety (DART), the amounts in this column are rounded to the hundredth 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 Adjusted EBITDA is achieved on a consolidated basis and all other metric achievements are capped at target if Adjusted EBITDA achievement is below 80% of target. In fiscal 2025, Adjusted EBITDA exceeded 80% of target on a consolidated basis, and achievements under the other performance measures aggregated for a payout of 130.7% of the target incentive award opportunity. The Adjusted EBITDA results were calculated by removing $9 million in costs associated with Separation-related costs, other professional fees and acquisition costs (net of current year contributions from Connect) from EBITDA. The free cash flow results were adjusted to remove $17 million in costs associated with Separation-related costs, certain debt fees expensed as part of the credit facility refinancing, other professional fees, and acquisition costs (net of current year contributions from Connect). The free cash flow results were also adjusted $20 million for aged receivables related to a key customer whose significant business growth during the year slowed the processing and payment of our invoices. The aggregated percentage payout is multiplied by the total incentive opportunity (expressed above as a percentage of base salary) to determine the overall dollar value of the incentive award. Messrs. Brown, Izenstark and Wilcock each received an annual incentive award equal to 130.7% of his target annual incentive. Mr. Connell was not eligible for an award due to his resignation. Each NEO’s performance was measured on a consolidated basis. The following table details the actual payouts associated with the fiscal 2025 annual incentive awards for the NEOs:
EXECUTIVE COMPENSATION
| | Incentive Opportunities (% of salary) | Target Annual Incentive Opportunities ($) | Total Achievement of Performance Measures (% of target)(1) | Incentive Earned ($)(2) | | Christian I. Brown | 110% | 1,155,000 | 130.7% | 1,509,169 | | Gregory A. Izenstark | 75% | 382,950 | 130.7% | 500,378 | | Jason S. Wilcock | 75% | 364,875 | 130.7% | 476,760 |
EXECUTIVE COMPENSATION
(1)Amounts in these columns are rounded to the tenth decimal place. (2)Mr. Connell did not receive a payout under the annual incentive program due to his resignation. 2025 Long-Term Incentive Compensation Our long-term incentive compensation aligns the interests of our NEOs with those of our stockholders by rewarding the enhancement of stockholder value and motivating retention of our NEOs. In 2025, the Compensation Committee granted to each NEO a combination of 60% performance stock units (“PSU”s), which vest based on performance and continued employment, and 40% restricted stock units (“RSU”s), which vest ratably over three years based on continued employment. One-third of the PSUs are earned based on RONA and free cash flow during a one-year performance period that started on December 30, 2024 and ended on December 28, 2025. The remaining two-thirds of the PSUs are earned based on performance over a two-year performance period beginning on December 29, 2025 and ending on January 2, 2028. The goals for the two-
EXECUTIVE COMPENSATION
year performance period were established by the Committee in early 2026. Any amount of the PSUs earned will vest at the end of the three-year period. Beginning with the 2026 award, the PSUs will include 3-year cumulative performance goals set at the beginning of the 3-year measurement period. In 2025, for the Company’s first annual equity grant cycle following its public listing, the Compensation Committee granted Messrs. Izenstark and Wilcock a one-time increase to their long-term incentive awards to help establish meaningful stock ownership, strengthen alignment with stockholders and promote retention. The increase was from 140% to 290% of base salary for Mr. Izenstark and 135% to 200% of base salary for Mr. Wilcock. The Compensation Committee set each NEO’s long-term incentive opportunity generally at the median of the peer group. The table below shows each NEO’s 2025 long-term incentive opportunity granted as RSUs and PSUs. The values in the table below differ from the values included for such awards in the “2025 Summary Compensation Table” and the “Grants of Plan-Based Awards (2025)” table because the aggregate grant date fair values of the awards included in those tables are computed in accordance with stock-based accounting rules. As a result, performance shares will be included in the tables over multiple years when the performance period goals are set for each year, and the restricted share unit values included in the tables for 2025 vary slightly from the accounting values.
EXECUTIVE COMPENSATION
| | Incentive Opportunities | | | | | | Target Grant Date Value of Time-Based Restricted Share Units ($) | Time-Based Restricted Share Units Granted in Fiscal 2025 (#) | Target Grant Date Value of Performance Share Units ($) | Target Performance Share Units Granted in Fiscal 2025 (#) | | Christian I. Brown | $1,155,000 | 59,813 | $1,732,500 | 89,720 | | Gregory A. Izenstark | $592,296 | 30,673 | $888,444 | 46,009 | | Jason S. Wilcock | $389,200 | 20,155 | $583,800 | 30,233 | | James W. Connell Jr. | $227,700 | 11,791 | $341,550 | 17,687 |
EXECUTIVE COMPENSATION
One-third of the 2025 PSUs were eligible to be earned based on achievement against RONA and free cash flow performance goals over the one-year performance cycle ended on December 28, 2025. The Compensation Committee selected RONA and free cash flow as the performance metrics for the 2025 PSUs as these metrics drive key behaviors around operational efficiency, profitability and long-term sustainability. By shifting the focus to profitability with the use of RONA from a focus on revenue generation, key behaviors related to asset optimization, cost management and capital investment decision making are rewarded, which leads to an improved bottom line relative to asset investments. Optimizing the use of assets leads to better management and efficient use of equipment, while cost management drives a focus on controlling spend, as reducing expenses can significantly improve the return on assets. Improving decisions on capital investments prompts business leaders to prioritize projects that enhance asset efficiency to generate higher returns. RONA encourages long-term strategic planning, aligning investment decisions with sustainable value creation. The Compensation Committee adopted a one-year performance period followed by a two-year performance period due to various factors influencing the longer-term performance of the Company, including timing of ownership changes and overall transition to a standalone public company. The Compensation Committee established threshold, target, and maximum performance levels for the metrics. The target performance level was based on the Company’s business plan and budgets, taking into account factors such 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 of the goals for both metrics. No amount is earned if threshold performance is not achieved. Linear interpolation is used to compute the amount earned if the performance is between two designated levels. The 2025 RSUs will vest in equal installments over three years, with one-third vesting on February 25 of each of 2026, 2027 and 2028, respectively. Any 2025 PSUs earned by the end of the three-year total performance period will vest on February 25, 2028 or the day when the Compensation Committee certifies the performance results of the performance period, whichever is later.
EXECUTIVE COMPENSATION
| Measure | Weighting | Threshold(1) | Target(1) | Maximum(1) | Actual(1) | Performance Awards Payout (% of target)(2) | | 1-Year Return on Net Assets | 70% | 4.09% | 5.12% | 6.14% | 4.39% | 64.4% | | 1-Year Free Cash Flow | 30% | $41.5 million | $51.9 million | $62.2 million | $79.5 million | 200.0% | | 1-Year Total | | | | | | 105.1% |
EXECUTIVE COMPENSATION
(1)For Free Cash Flow, the amounts in this column are rounded to the tenth decimal place. For Return on Net Assets, the amounts in this column are rounded to the hundredth decimal place. (2)Amounts in this column are rounded to the tenth decimal place. Return on Net Assets, or RONA, is defined as adjusted pre-tax income divided by property and equipment, plus net working capital (net working capital excludes cash, current portion of long-term debt, and tax related balances and was adjusted to remove aged receivables related to a key customer whose significant business growth during the year slowed the processing of and payment of our invoices). Pre-tax income was adjusted for Separation-related costs, loss on debt modification and extinguishment of the credit facility, other professional fees, and acquisition costs (net of current year contributions from Connect). These adjustments were approximately $18 million. Free cash flow is defined as cash flow from operations minus net capital expenditures (including amounts not yet paid, but recognized in liabilities). Free cash flow was adjusted for certain non-recurring or non-operational expenses including Separation-related costs, certain debt fees expensed as part of the credit facility refinancing, other professional fees, acquisition costs (net of current year contributions from Connect), and aged receivables related to a key customer whose significant business growth during the year slowed the processing and payment of our invoices. These adjustments were approximately $37 million in 2025. 2023-2024 Long-Term Incentive Compensation In fiscal 2023, Messrs. Connell and Wilcock received RSU grants relating to Southwest Gas Holdings common shares (“Southwest RSUs”) and PSU grants relating to Southwest Gas Holdings common shares (“Southwest PSUs”), and Mr. Izenstark received a time-based long-term cash award and a special time-based RSU grant relating to Southwest Gas Holdings common shares. In fiscal 2024, Messrs. Izenstark, Connell and Wilcock received a performance-based long-term cash award with a one-year performance period (the “2024 Cash Award”) and a special time-based RSU grant in connection with the successful initial public offering of the Company, Mr. Brown received a time-based RSU grant in connection with his hiring relating to shares of Common Stock, and Mr. Connell received a special retention time-based RSU grant relating to shares of Common Stock. Regarding the 2024 Cash Award, the Company did not achieve threshold performance over the one-year performance period ended on December 31, 2024, and no cash awards were earned at the conclusion of that performance cycle as a result. See “Outstanding Equity Awards at Fiscal Year-End 2025” and “Stock Vested During 2025” for additional information on shares granted in prior years. Perquisites In addition to base salary and performance‑based incentive opportunities, each NEO receives a limited set of perquisites and benefits designed to support market competitiveness and align with Centuri’s compensation philosophy. The Company maintains a nonqualified deferred compensation plan that allows the NEOs and other eligible participants to voluntarily defer eligible compensation, providing an additional mechanism for long‑term financial planning. These supplemental programs are intentionally limited in scope, regularly benchmarked against peer practices, and reviewed by the Compensation Committee to ensure they remain reasonable, are aligned with governance expectations, and support Centuri’s objective to attract and retain highly qualified executive leadership. 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 company paid annual physical examinations and life insurance, and reimbursement annually for financial planning, estate planning and tax preparation. Any 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 (the “EDCP”).
EXECUTIVE COMPENSATION
•Centuri 401(k) Plan. NEOs receive matching contributions from Centuri to their 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% of base salary. All matching contributions are immediately vested subject to certain limits as determined by law. •EDCP. Under the EDCP, certain employees, including the 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 under the EDCP 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 (the “LTCIP Fund”). Each NEO was required to invest at least 25% of their annual incentive compensation in the LTCIP Fund until the NEO met 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 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 and funds were subsequently transferred to a money market account. Executive Agreements Centuri has entered into an employment agreement with each of the NEOs (collectively, the “Employment Agreements”). The terms of the Employment Agreements, other than compensation and severance levels, are substantially consistent with one another. 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 agreements. 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 the “Potential Payments Upon Termination or Change in Control” section below for a more detailed discussion of the severance payments and benefits provided under the Employment Agreements.
EXECUTIVE COMPENSATION
Stock options have not been a part of our executive compensation program. We therefore (i) do not grant, and have not granted, stock options in anticipation of the release of material nonpublic information, (ii) do not time, and have not timed, the release of material nonpublic information based on stock option grant dates or for the purpose of affecting the value of executive compensation and, (iii) do not take, and have not taken, material nonpublic information into account when determining the timing and terms of stock options. As stock options are not an element of employee compensation, we do not have a formal policy with respect to the timing of stock option grants, and we did not grant stock options or stock appreciation rights in 2025.
EXECUTIVE COMPENSATION
| 2025 Summary Compensation Table |
EXECUTIVE COMPENSATION
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(7) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(1)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5)(6) | Total ($) | | Christian I. Brown | 2025 | 1,050,000 | — | 1,684,923 | 1,509,169 | — | 20,950 | 4,265,042 | | President and Chief Executive Officer | 2024 | 80,769 | 500,000 | 1,499,986 | — | — | — | 2,080,755 | | | 2023 | | | | | | | | | Gregory A. Izenstark | 2025 | 497,023 | 60,900 | 864,049 | 500,378 | — | 50,474 | 1,972,824 | | Executive Vice President, Chief Financial Officer | 2024 | 440,000 | 94,733 | 1,025,858 | 283,384 | — | 74,851 | 1,918,826 | | | 2023 | 316,423 | 194,733 | 319,982 | 300,027 | — | 65,459 | 1,196,624 | | Jason S. Wilcock | 2025 | 474,481 | — | 567,757 | 476,760 | — | 40,325 | 1,559,323 | | Executive Vice President, Chief Legal & Administrative Officer and Corporate Secretary | 2024 | 419,385 | — | 769,393 | 273,079 | 3,137 | 68,564 | 1,533,558 | | | 2023 | 385,295 | 50,000 | 479,754 | 442,077 | 9 | 62,504 | 1,419,639 | | James W. Connell Jr. (8) | 2025 | 484,808 | — | 332,143 | — | — | 52,988 | 869,939 | | Former Executive Vice President, Chief Commercial and Strategy Officer | 2024 | 438,731 | — | 453,857 | 284,672 | 4,435 | 82,167 | 1,263,862 | | | 2023 | | | | | | | |
EXECUTIVE COMPENSATION
| 2025 Grants of Plan-Based Awards |
EXECUTIVE COMPENSATION
| Outstanding Equity Awards at Fiscal Year-End 2025 |
EXECUTIVE COMPENSATION
| Stock Vested During 2025 |
EXECUTIVE COMPENSATION
| 2025 Nonqualified Deferred Compensation |
EXECUTIVE COMPENSATION
| Potential Payments Upon Termination or Change in Control |
EXECUTIVE COMPENSATION
| Pay Ratio Disclosure |
EXECUTIVE COMPENSATION
| Pay Versus Performance |
EXECUTIVE COMPENSATION
| DIRECTOR COMPENSATION |
EXECUTIVE COMPENSATION
| 2025 Director Compensation Table |
EXECUTIVE COMPENSATION
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Dustin DeMaria | 23,750 | – | – | 23,750 | | Julie A. Dill | 123,250 | 151,970 | – | 275,220 | | Andrew W. Evans | 118,250 | 151,970 | – | 270,220 | | Karen S. Haller | 173,300 | 151,970 | – | 325,270 | | Christopher A. Krummel | 128,250 | 151,970 | – | 280,220 | | Anne L. Mariucci | 114,950 | 151,970 | – | 266,920 | | Charles R. Patton | 99,950 | 151,970 | – | 251,920 |
EXECUTIVE COMPENSATION
| Director Compensation Narrative |