SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __) | ||
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| Joseph A. Cutillo | Thomas M. White | ||||||||||
| Chief Executive Officer | Chairman of the Board | ||||||||||
| Date: | Wednesday, May 5, 2021 | ||||||||||
| Time: | 8:30 a.m., local time | ||||||||||
| Place: | 1800 Hughes Landing Boulevard | ||||||||||
| Suite 250 | |||||||||||
| The Woodlands, Texas 77380 | |||||||||||
| Due to the ongoing COVID-19 pandemic, we have limited capacity for in person attendance and are implementing safety protocols for our annual meeting. All attendees will be required to wear masks and follow social distancing protocols. We reserve the right to implement other safety measures as we deem prudent or as required by any applicable laws or government orders. In the event that it is not possible or advisable to hold the annual meeting in person or at the scheduled date, time or location, we will announce alternative arrangements for the annual meeting as promptly as practicable. | |||||||||||
| Purpose: | (1) To elect the seven director nominees named in the accompanying proxy statement; | ||||||||||
| (2) To approve, on an advisory basis, the compensation of our named executive officers; | |||||||||||
(3) To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2021; | |||||||||||
| (4) To adopt the amended and restated 2018 stock incentive plan; and | |||||||||||
| (5) To transact such other business as may properly come before the annual meeting. | |||||||||||
| Record Date: | Only | ||||||||||
| Proxy Voting: | It is important that your shares | ||||||||||
By Order of the Board of Directors  | ||
| Mark D. Wolf | ||
| General Counsel & Corporate Secretary | ||
| March 24, 2021 | ||
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 5, 2021. | ||
This proxy statement and the Company’s 2020 annual report to shareholders are available at http://www.proxyvote.com | ||
| Table of Contents | ||
2021 | ||||||||||||||
| 2 | ||||||||||||||
| 4 | ||||||||||||||
| Board and Committee Independence; Financial Experts | ||||||||||||||
| Board Evaluation Process | ||||||||||||||
| Grants of Plan-Based Awards in | ||||||||||||||
A-1 | ||||||||||||||
| Proxy Statement Summary | ||
| Time and Date: | 8:30 a.m., local time, Wednesday, May 5, 2021 | ||||
| Place: | 1800 Hughes Landing Boulevard Suite 250 The Woodlands, Texas 77380 | ||||
| Due to the ongoing COVID-19 pandemic, we are implementing safety protocols for our annual meeting. All attendees will be required to wear masks and follow social distancing protocols. We reserve the right to implement other safety measures as we deem prudent or as required by any applicable laws or government orders. In the event that it is not possible or advisable to hold the annual meeting in person or at the scheduled date, time or location, we will announce alternative arrangements for the annual meeting as promptly as practicable. | |||||
| Record Date: | March 11, 2021 | ||||
| Voting: | Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director position and one vote for each of the other proposals to be voted on at the annual meeting. | ||||
| Item | Description | Board Vote Recommendation | Page | ||||||||
| 1 | Election of seven director nominees | FOR each nominee | |||||||||
| 2 | Advisory vote to approve the compensation of our named executive officers | FOR | |||||||||
| 3 | Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2021 | FOR | |||||||||
| 4 | Adoption of the amended and restated 2018 stock incentive plan | FOR | |||||||||
| Item | Description | Board Vote Recommendation | Page | |||
| 1 | Election of seven director nominees | FOR each nominee | ||||
| 2 | Advisory vote to approve the compensation of our named executive officers | FOR | ||||
| 3 | Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2018 | FOR | ||||
| 4 | Adoption of the 2018 stock incentive plan | FOR | ||||
| Name | Age | Director Since | Principal Occupation | Independent | Board Committees | |||||
| Joseph A. Cutillo | 52 | 2017 | Chief Executive Officer of Sterling Construction Company, Inc. | No | None | |||||
| Marian M. Davenport | 64 | 2014 | Executive Director of Genesys Works – Houston | Yes | Compensation Corporate Governance and Nominating* | |||||
| Maarten D. Hemsley | 68 | 1998 | Founder, Chairman and President of New England Center for Arts & Technology, Inc. | Yes | Audit Corporate Governance and Nominating | |||||
| Raymond F. Messer | 70 | 2017 | Chairman Emeritus of Walter P Moore | Yes | Audit Compensation | |||||
| Charles R. Patton | 58 | 2013 | Executive Vice President — External Affairs American Electric Power Company, Inc. | Yes | Compensation | |||||
| Richard O. Schaum | 71 | 2010 | General Manager, 3rd Horizon Associates LLC | Yes | Audit Compensation* | |||||
| Milton L. Scott** | 61 | 2005 | Chairman and Chief Executive Officer of the Tagos Group, LLC | Yes | Audit* Corporate Governance and Nominating | |||||
| 6 of 7 director nominees independent | 100% independent committees | Separate Chair and CEO roles | ||||||||||||
| Demonstrated board refreshment | Annual election of directors by majority vote in uncontested elections | Clawback policy | ||||||||||||
| Robust board governance guidelines and business and supplier codes of conduct | Continued focus on gender and racial/ethnic diversity of board members | No shareholders’ rights plan | ||||||||||||
| Annual board and committee performance evaluations | Stock ownership guidelines for directors and executive officers | Independent directors regularly meet in executive session without management present | ||||||||||||
| Name | Age | Director Since | Independent | Experience | ||||||||||||||||||||||
Roger A. Cregg‡ | 64 | 2019 | ü | Former President and CEO of AV Homes, Inc.; Director of Comerica Incorporated | ||||||||||||||||||||||
| Joseph A. Cutillo | 55 | 2017 | Chief Executive Officer of Sterling Construction Company, Inc. | |||||||||||||||||||||||
| Raymond F. Messer | 73 | 2017 | ü | Chairman Emeritus and Former CEO of Walter P Moore | ||||||||||||||||||||||
| Dana C. O’Brien | 53 | 2019 | ü | Senior Vice President and General Counsel of The Brink’s Company | ||||||||||||||||||||||
| Charles R. Patton | 61 | 2013 | ü | Executive Vice President - External Affairs of American Electric Power Company, Inc.; Director of Messer, Inc. and Messer Construction Company | ||||||||||||||||||||||
| Thomas M. White* | 63 | 2018 | ü | Former Chair of Cardinal Logistics Holdings; Former CFO of Hub Group, Inc. | ||||||||||||||||||||||
| Dwayne A. Wilson | 62 | 2020 | ü | Former Senior Vice President of Fluor Corporation; Director of Ingredion, Inc.; Director of Crown Holdings; Director of Prisma Health | ||||||||||||||||||||||
| Board Diversity | Board Independence | |||||||||||||
 |  | |||||||
| Three of Seven Director Nominees are either Women or Racially/Ethnically Diverse | Six of Seven Director Nominees are Independent | |||||||
| Board Tenure | Director Age | |||||||||||||
 |  | |||||||
| Average Board Tenure: ≈ 3 Years | Average Age of Director Nominees: ≈ 62 | |||||||
| Revenues increased 26.7% in 2020 to $1.4 billion, from $1.1 billion in 2019 | Record year-end backlog of $1.2 billion and combined backlog of $1.5 billion, both with record gross margins | Net income increased to a record $42.3 million in 2020, from $39.9 million in 2019 | ||||||||||||
| Focus on shareholder alignment | Transparent and rigorous annual incentive plan | Equity incentives tied to long-term growth | Commitment to sound compensation governance | |||||||||||||||||
What We Do: | What We Don’t Do: | |||||||
ü Executive Incentive Program contains both short term and long term incentive awards. ü Rigorous and transparent incentive plans: Awards under our executive incentive programs are primarily based on the achievement of specific quantitative performance metrics. ü Retention of Independent Compensation Consultant. ü Stock Ownership Guidelines applicable to executive officers. ü Clawback Policy: The Company has a clawback policy applicable to awards under our cash and equity incentive programs. | Х No Tax Gross-Ups: We do not provide any tax gross ups to our executive officers. Х Anti-Hedging Policy:We prohibit our executive officers from entering into hedging arrangements with respect to our securities. Х Anti-Pledging Policy:We prohibit our executive officers from pledging our securities. Х No Guaranteed Bonuses:We do not guarantee bonus payments to our executive officers. Х No Credit for Unvested Performance Sharesunder our stock ownership guidelines applicable to executive officers. | |||||||
| Corporate Governance | ||
| Director Nominees Experience and Skills Matrix | ||||||||
| Public Company C-Suite Experience | Service as CEO or a direct report to the CEO of a public company. In these capacities, Directors will have participated in matters of strategy, capital markets, human resources and functional or business leadership. | 6 of 7 director nominees | ||||||
| Construction Industry Experience | Service as an operating executive or director at a company engaged in performing engineering and/or construction services or that routinely executes large scale capital projects. Directors meeting this criteria will be versed in all aspects of capital project management. | 6 of 7 director nominees | ||||||
| Financial, Accounting and Financial Reporting Experience | Service within the past five years as a CEO or senior financial executive of a publicly-listed company, a partner with leadership responsibility at a major public accounting or investment banking firm serving publicly-listed companies, or as a member of the audit committee of a publicly-listed company. | 5 of 7 director nominees | ||||||
| Other Public Company Board Experience | Directors who serve or have served on the board of another public company for a minimum of three consecutive years, providing knowledge of corporate governance, executive compensation, C-suite succession planning and talent development and executive compensation matters. | 3 of 7 director nominees | ||||||
| Customer Knowledge | Experience working for a company in an end market served by the Company or that provides services or products to companies within the same end markets. This service will provide insight into the competitive landscape, end market sector trends and/or customer decision making factors. | 4 of 7 director nominees | ||||||
| Enterprise Risk Management & Oversight | Experience overseeing enterprise-wide risk as a public company executive or board member. Qualifications will include an understanding of the risks facing the Company in areas of relevance, such as legal and regulatory compliance, project management, cybersecurity, crisis management, and environmental, sustainability and governance. | 6 of 7 director nominees | ||||||
Name of Director | Audit Committee | Compensation and Talent Committee | Corporate Governance and Nominating Committee | ||||||||||||||||||
| Roger A. Cregg | Chair | -- | ü | ||||||||||||||||||
Marian M. Davenport(2) | |||||||||||||||||||||
| Raymond F. Messer | |||||||||||||||||||||
| Dana C. O’Brien | -- | Chair | ü | ||||||||||||||||||
| Charles R. Patton | |||||||||||||||||||||
Dwayne A. Wilson(3) | |||||||||||||||||||||
•Contract structure and litigation management •Project construction and claims management •Health, safety and environment (“HSE”) compliance, including COVID-19 impacts •Environmental, social and governance (“ESG”) compliance •Internal controls and financial reporting | •Information technology (“IT”) governance and data security •Macro-economic factors •Management and integration of 50% owned entities, construction joint venture (“JV”) partners and new acquirees •Organizational alignment, strategy and growth •Project selection and bid management •Talent acquisition, development and retention | ||||
| Director Compensation | ||
| Name of Director | Fees Earned or Paid in Cash | Stock Awards(1) | Total | |||||||||||||||||
| Roger A. Cregg | $ | 97,917 | $ | 64,972 | $ | 162,889 | ||||||||||||||
| Marian M. Davenport | 90,000 | 64,972 | 154,972 | |||||||||||||||||
| Raymond F. Messer | 85,000 | 64,972 | 149,972 | |||||||||||||||||
| Dana C. O’Brien | 75,000 | 64,972 | 139,972 | |||||||||||||||||
| Charles R. Patton | 75,000 | 64,972 | 139,972 | |||||||||||||||||
| Thomas M. White | 168,750 | 64,972 | 233,722 | |||||||||||||||||
Dwayne A. Wilson(2) | 18,750 | 56,669 | 75,419 | |||||||||||||||||
| Name of Director | Fees Earned or Paid in Cash | Stock Awards (1) | Total | |||
| Marian M. Davenport | $72,083 | $49,994 | $122,077 | |||
| Maarten D. Hemsley | $70,167 | $49,994 | $120,161 | |||
Raymond F. Messer (2) | $43,833 | $49,994 | $93,827 | |||
| Charles R. Patton | $56,583 | $49,994 | $106,577 | |||
| Richard O. Schaum | $79,083 | $49,994 | $129,077 | |||
| Milton L. Scott | $168,333 | $49,994 | $218,327 | |||
| ü | OUR BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR EACH OF THE SEVEN DIRECTOR NOMINEES LISTED BELOW. | ||||
| Name of Director | Age | Principal Occupation, Business Experience and Other Public Company Directorships | Director Since | |||
| Joseph A. Cutillo | 52 | Mr. Cutillo has served as the Chief Executive Officer of the company since 2017. He joined the company in October 2015 as Vice President, Strategy & Business Development. In May 2016, he was promoted to Executive Vice President and Chief Business Development Officer. In February 2017, he was promoted to President of the company and in April 2017 he was promoted to Chief Executive Officer. Prior to joining the company, Mr. Cutillo was President and Chief Executive Officer of Inland Pipe Rehabilitation LLC, a $200 million private equity-backed trenchless pipe rehabilitation company, from August 2008 to October 2015. Experience, Qualifications, Attributes & Skills. Mr. Cutillo brings to the board his thirty years of managerial experience and a deep understanding of emerging opportunities in heavy civil construction, industrial, and water infrastructure markets. In addition, Mr. Cutillo’s knowledge and understanding of the Company’s operational strategy and organizational structure, together with his operational and leadership experience at various levels of management contribute to the breadth and depth of the board’s deliberations. Mr. Cutillo holds a Bachelor of Science in Mechanical Engineering from Northeastern University. | 2017 | |||
 | ||||||
| Chief Executive Officer of Sterling Construction Company, Inc. | ||||||
Marian M. Davenport (Independent) | 64 | Ms. Davenport has served on the Board of Directors and as Executive Director of Genesys Works - Houston, a nationally-recognized nonprofit organization that trains and employs high school seniors from underserved communities to work as professionals in major corporations, since April 2013. Ms. Davenport was associated with Big Brothers Big Sisters, a non-profit organization that provides one-to-one mentoring for children from September 2004 to April 2013. During this period, she held various positions in its affiliated organizations, including serving as President & Chief Executive Officer of Big Brothers Big Sisters of Greater Houston from September 2004 to June 2010, and Senior Vice President, Operations and Capacity Building of Big Brothers Big Sisters Lone Star from June 2010 to March 2013. Ms. Davenport was employed by Dynegy Inc., a publicly-traded company in the business of power distribution, marketing and trading of gas, power and other commodities, midstream services and electric distribution from April 1997 to December 2013. She joined Dynegy as General Counsel, Commercial Development and rose to the position of Senior Vice President, Legislative and Regulatory Affairs. | 2014 | |||
 | ||||||
Executive Director, Genesys Works - Houston | ||||||
| Name of Director | Age | Principal Occupation, Business Experience and Other Public Company Directorships | Director Since | |||
Ms. Davenport (cont.) Committees: Corporate Governance and Nominating (Chair) Compensation | Experience, Qualifications, Attributes & Skills. Ms. Davenport brings to the board her background as a lawyer, with experience in corporate governance and securities compliance, having served as general counsel of a public company. Ms. Davenport gained extensive leadership and managerial experience as an executive in the energy industry while employed with Dynegy, where she managed the development of large natural gas-fired power plants and played a pivotal role in improving the performance of critical company functions, including human resources. Ms. Davenport's more recent career in the non-profit sector providing mentoring and workforce development opportunities for disadvantaged youth brings a new perspective and expertise to the Company, which operates in an industry where finding competent candidates for employment at all levels is more and more competitive. In sum, Ms. Davenport's extensive background in both the for-profit and non-profit sectors brings cognitive diversity to the board and the committees on which she serves. Ms. Davenport holds a Bachelor of Arts degree, Liberal Arts and Sciences, from The Colorado College, of Colorado Springs, Colorado, and a Juris Doctorate from the University of Denver, College of Law, in Denver, Colorado. Ms. Davenport is a member of the Texas State Bar. | |||||
Maarten D. Hemsley (Independent) | 68 | Mr. Hemsley founded New England Center for Arts & Technology, Inc. (NECAT), a career-directed educational non-profit serving resource-limited adults in Boston, Massachusetts, in 2010 and currently serves as its Chairman and President. Prior to founding NECAT, he served as the Company's President and Chief Operating Officer from 1988 until 2001, and its Chief Financial Officer from 1998 until 2007. From 2001 until retiring in March 2012, Mr. Hemsley was engaged by Harwood Capital LLP (Harwood) (formerly JO Hambro Capital Management Limited), an investment management company based in the United Kingdom. During that period, Mr. Hemsley served as a Fund Manager, Senior Fund Manager and Senior Advisor to several investment funds managed by Harwood. Other Directorships. From 2003 until February 2016, Mr. Hemsley was a director of Sevcon, Inc., a public company (during his term) that manufactures electronic controls for electric vehicles and other equipment. He has also served on the boards of a number of privately-held companies in the United Kingdom. Experience, Qualifications, Attributes & Skills. Mr. Hemsley has extensive financial experience and managerial skills gained over many years managing investment funds, serving the Company, including nine years as Chief Financial Officer and thirteen years as President, and serving as the chief financial officer of several medium-sized public and private companies in a variety of business sectors in the U.S. and Europe. His knowledge of the Company, derived from more than twenty-five years of service, as well as his analytical skills honed as a fund manager responsible for making investment decisions and overseeing the management of a wide range of portfolio companies, enable him to contribute to the board's oversight of the Company's business, its financial risks, its executive compensation arrangements, the risks inherent in its acquisition program and in post-acquisition integration issues. Mr. Hemsley is a Fellow of the Institute of Chartered Accountants in England and Wales. | 1998 | |||
 | ||||||
Founder, Chairman and President of New England Center for Arts & Technology, Inc. Committees: Audit Corporate Governance and Nominating | ||||||
| Name of Director | Age | Principal Occupation, Business Experience and Other Public Company Directorships | Director Since | |||
Raymond F. Messer (Independent) | 70 | Mr. Messer is Chairman Emeritus of Walter P Moore, a private international company that provides structural, diagnostic, civil, traffic, parking, transportation, water resources and Intelligent Transportation Systems (ITS) engineering services. Mr. Messer served as the Director of Design-Build and Senior Principal of from January 2015 until his retirement in June 2017. Mr. Messer served as President and Chief Executive Officer of Walter P Moore from July 1993 until January 2015, when he implemented the company’s leadership transition plan and assumed the position of Director of Design-Build, both to remain available for consultation with his successor and to establish a better presence for the firm in the design-build construction market. Mr. Messer joined Walter P. Moore in November 1981 as the Director of Pre-stressed Concrete Design. In February 1984, he was named the Manager of Walter P Moore’s Tampa, Florida office, and held that position until assuming the role of President and Chief Executive Officer. Mr. Messer served on Walter P Moore's board of directors from April 1986, until April 2015, and served as chairman of the board from June 1998 to April 2015 Prior to joining Walter P Moore, Mr. Messer served in various roles of increasing responsibility at Exxon Research and Engineering, HNTB Corporation, Bechtel Corporation, and VSL International Ltd. Other Directorships. Mr. Messer serves on the board of Kennedy/Jenks Consultants, a private environmental and water resources engineering company, where he chairs the nominating and compensation committees. He also serves on the board of Braun Intertec, a private materials testing and geotechnical engineering firm, where he serves on the compensation/human resources and nominating committees. He serves on the boards of not-for-profits Texas Higher Education Foundation, Stages Theatre, Genesys Works. He has also served on the national executive committee of the American Council of Engineering Companies. Experience, Qualifications, Attributes & Skills. In addition to his engineering degrees, Mr. Messer brings to the board over 40 years of practical experience in engineering design, project management and construction, all matters that relate directly to the Company's construction businesses. During his tenure as President and Chief Executive Officer of Walter P. Moore, he acquired leadership, managerial and corporate governance skills that contribute to the board’s industry-specific expertise and ability to fulfill its responsibilities. In addition, the variety of his private and not-for-profit board experience enables him to bring to the Company valuable strategic insights into board matters generally. Mr. Messer is a Licensed Professional Engineer in Texas, Florida and New York. He holds a Bachelor of Arts in Mathematics from Carroll College, Helena Montana and a Bachelor of Science in Civil Engineering and a Master of Science in Engineering Mechanics from Columbia University. | 2017 | |||
 | ||||||
Chairman Emeritus, Walter P Moore Committees: Audit Compensation | ||||||
| Name of Director | Age | Principal Occupation, Business Experience and Other Public Company Directorships | Director Since | |||
Charles R. Patton (Independent) | 58 | Mr. Patton has served as the Executive Vice President, External Affairs, of American Electric Power Company, Inc. (AEP) one of the largest electric utilities in the U.S., serving nearly 5.4 million customers in 11 states, since January 2017. In this role, Mr. Patton is responsible for leading AEP's customer services, regulatory, communications, federal public policy and corporate sustainability initiatives. Mr. Patton served as President and Chief Operating Officer of Appalachian Power Company, an electric utility serving approximately one million customers in West Virginia, Virginia and Tennessee from June 2010 until January 2017, As President and Chief Operating Officer of Appalachian Power Company, a unit of AEP, Mr. Patton was responsible for distribution operations and a wide range of customer and regulatory relationships. From June 2008 to June 2010, Mr. Patton served as Senior Vice President of Regulatory Policy before transitioning to the role of Executive Vice President of AEP's Western Utilities where he was responsible for oversight of utilities in Texas, Louisiana, Arkansas and Oklahoma. From May 2004 to June 2008, Mr. Patton held various executive positions with AEP, including the position of President and Chief Operating Officer of AEP Texas, where he was responsible for external affairs in Texas and in the Southwestern region of AEP. Before joining AEP in December 1995, Mr. Patton spent nearly 11 years in the energy and telecommunications business with Houston Lighting & Power Company. Other Directorships. Mr. Patton served as a director of the Richmond Federal Reserve Bank from January 2014 through 2016. Experience, Qualifications, Attributes & Skills. Mr. Patton brings to the board his extensive experience in the utilities industry considerable high-level management experience, both of which benefit the board in its deliberations by bringing a different perspective than any other director. Mr. Patton received a bachelor’s degree (cum laude) from Bowdoin College in Brunswick, Maine, and a master’s degree from the LBJ School of Public Policy at the University of Texas in Austin. | 2013 | |||
 | ||||||
Executive Vice President - External Affairs American Electric Power Company, Inc. Committee: Compensation | ||||||
| Name of Director | Age | Principal Occupation, Business Experience and Other Public Company Directorships | Director Since | |||
Richard O. Schaum (Independent) | 71 | Mr. Schaum has served as the General Manager of 3rd Horizon Associates LLC, a technology assessment and development company since May 2003. From October 2003 until June 2005, he was also Vice President and General Manager of Vehicle Systems for WaveCrest Laboratories, Inc., where he led the company’s vehicle systems development group. Prior to that, Mr. Schaum spent more than thirty years with DaimlerChrysler Corporation, and its predecessor, Chrysler Corporation, where he served as Executive Vice President, Product Development from January 2000 until his retirement in March 2003. Other Directorships. Mr. Schaum is currently a director of BorgWarner Inc., a publicly-traded company that manufactures and sells technologies for automotive propulsion systems, and Gentex Corporation, a publicly-traded company that manufactures and sells automotive electro-chromic dimming mirrors, windows, camera-based driver assist systems, and commercial fire protection products. Experience, Qualifications, Attributes & Skills. Mr. Schaum brings to the board his extensive executive and management experience at all levels in a Fortune 100 company, and knowledge of, and interest in, corporate governance matters, gained while on the board of a Fortune 500 company. In addition, his technical background and his operating experience at all levels of management contribute to the breadth and depth of the board's deliberations. Mr. Schaum is a fellow of the Society of Automotive Engineers and served as its President from 2007 to 2008. He earned a B.S. in Mechanical Engineering from Drexel University and an M.S. in Mechanical Engineering from the University of Michigan. | 2010 | |||
 | ||||||
General Manager, 3rd Horizon Associates LLC Committees: Audit Compensation (Chair) | ||||||
Milton L. Scott (Independent) Chairman of the Board of Directors of Sterling Construction Company, Inc. | 61 | Mr. Scott has served as the Chairman and Chief Executive Officer of the Tagos Group, LLC (Tagos), which holds an investment in cement technology and provides expertise in Supply Chain Advisory Services and Anti-Corrosion Technology, since April 2007. From October 2012 to November 2013, Mr. Scott was also the Chairman and Chief Executive Officer of CorrLine International, LLC (CorrLine), a private company that manufactured CorrX, a surface decontamination product that treats and destroys the primary cause of premature coating failures. CorrLine was placed into involuntary Chapter 7 bankruptcy in August 2014, and in October 2014, Tagos purchased the assets of CorrLine and placed them in a subsidiary of Tagos, TGS Solutions, LLC, of which Mr. Scott is Chairman and Chief Executive Officer. Mr. Scott was previously associated with Complete Energy Holdings, LLC, a company of which he was Managing Director until January 2006, and which he co-founded in January 2004 to acquire, own and operate power generation assets in the United States. From March 2003 to January 2004, Mr. Scott was a Managing Director of The StoneCap Group, an entity formed to acquire, own and operate power generation assets. From October 1999 to November 2002, Mr. Scott served as Executive Vice President and Chief Administrative Officer at Dynegy Inc., a public company in the business of power distribution, marketing and trading of gas, power and other commodities, midstream services and electric distribution. From July 1977 to October 1999, | 2005 | |||
 | ||||||
| Chairman and Chief Executive Officer of the Tagos Group, LLC | ||||||
Roger A. Cregg (Independent) | Age: 64 | Director Since: 2019 | |||||||||||
 | Mr. Cregg has served as a member of | ||||||||||||
| Former President and CEO of | Experience, Qualifications, Attributes & Skills | ||||||||||||
Comerica Incorporated Board Committees: ü Audit (Chair) ü Governance/Nominating Other Public Company •Comerica Incorporated (2006–Present) •AV Homes, Inc. (2012–2018) | Mr. Cregg is an accomplished and operationally oriented executive who has had a broad range of responsibilities, including having served as a Chief Executive Officer and Chief Financial Officer of public and private companies, along with having served on numerous boards of directors. Mr. Cregg’s public and private company executive management leadership experience provides the board with demonstrated leadership capability and extensive knowledge of complex financial and operational issues. His experience provides valuable insight to the board, particularly in his role as audit committee chair and as an audit committee financial expert. | ||||||||||||
Age: | Director Since: 2017 | |||||||||||
 | Mr. | |||||||||||
| Chief Executive Officer of | Experience, Qualifications, Attributes & Skills | |||||||||||
Sterling Construction Company, Inc. Board Committees: N/A Other Public Company Directorships: N/A | Mr. Cutillo brings to the board his over 30 years of managerial experience and a deep understanding of emerging opportunities in heavy civil construction, industrial, and water infrastructure markets. In addition, Mr. Cutillo’s knowledge and understanding of the Company’s operational strategy and organizational structure, together with his operational and leadership experience at various levels of management contribute to the | |||||||||||
Raymond F. Messer (Independent) | Age: 73 | Director Since: 2017 | |||||||||
 | Mr. Messer is Chairman Emeritus of Walter P Moore, a | ||||||||||
| Chairman Emeritus and | Experience, Qualifications, Attributes & Skills | ||||||||||
Former CEO, Walter P Moore Board Committees: ü Audit ü Governance/Nominating (Chair) Other Public Company Directorships: N/A | Mr. Messer brings to the board over 40 years of practical experience in engineering design, project management and construction, all matters that relate directly to the Company's construction businesses. During his tenure as President and Chief Executive Officer of Walter P Moore, he acquired leadership and corporate governance skills that contribute to the board’s industry-specific expertise and enables him to bring to the Company valuable strategic insights into board matters generally. In October 2018, Mr. Messer was inducted into the National Academy of Construction in recognition of his work advancing design-build construction procedures. Mr. Messer is a Licensed Professional Engineer in Texas, Florida and New York. | ||||||||||
Dana C. O’Brien (Independent) | Age: 53 | Director Since: 2019 | |||||||||
 | Ms. O’Brien has served as Senior Vice President and General Counsel of The Brinks Company, a NYSE listed cash management, secure route-based logistics and payment solutions company, since April 2019. From 2014 to 2019, Ms. O’Brien served as the Senior Vice President and General Counsel of CenterPoint Energy, a Fortune 500, NYSE listed company that provides electric transmission and distribution, natural gas distribution, and energy services operations. From 2007 to 2014, Ms. O’Brien served as Chief Legal Officer and Chief Compliance Officer for CEVA Logistics, plc, a global provider of contract logistics and freight forwarding services located in the Netherlands and publicly traded on the SIX Swiss Exchange in Switzerland. Prior to that, between 2005 and 2007, she served as General Counsel, Chief Compliance Officer and Secretary of EGL, Inc., which was acquired by CEVA Logistics. Ms. O’Brien also previously served as Associate General Counsel, from 1999 to 2000, and as Vice President, Secretary and General Counsel, from 2001 to 2005 of Quanta Services, Inc., a NYSE listed construction and service provider to the energy and utility industries. | ||||||||||
| Senior Vice President and | Experience, Qualifications, Attributes & Skills | ||||||||||
General Counsel of The Brinks Company Board Committees: ü Compensation (Chair) ü Governance/Nominating Other Public Company Directorships: N/A | Ms. O’Brien has over 20 years of experience in numerous executive level roles and brings to the board her background as a lawyer, with experience in corporate governance and regulatory compliance, having served as general counsel of multiple public companies. Ms. O’Brien has gained extensive leadership and managerial experience and regulatory compliance experience as an executive and general counsel in the energy and construction industries. Her legal background in the construction industry brings value to the board in fulfilling its role of risk oversight, among other areas. | ||||||||||
Charles R. Patton (Independent) | Age: 61 | Director Since: 2013 | |||||||||
 | Mr. Patton has served as the Executive Vice President, External Affairs, of American Electric Power Company, Inc. (AEP), one of the | ||||||||||
Executive Vice President — External Affairs of American Electric Power Company, Inc. Board Committees: üCompensation üGovernance/Nominating Other Public Company Directorships: N/A | |||||||||||
| Experience, Qualifications, Attributes & Skills | |||||||||||
| Mr. Patton brings to the board his extensive experience in the utilities industry and considerable high-level executive and management experience. He has extensive operational experience leading large AEP subsidiaries in all manner of electric utility service delivery and operations, including safety, training and culture. Additionally, Mr. Patton was responsible for the financial performance of each unit that he led. Mr. Patton also has considerable experience in strategic planning, regulatory compliance, communications and government affairs. The breadth of his experiences benefit the board in its deliberations by bringing a unique perspective to the board, its committees and the Company. | |||||||||||
Thomas M. White (Independent) | Age: 63 | Director Since: 2018 | |||||||||
 | From 2015 to 2019 Mr. White was the Executive Chairman of Cardinal Logistics Holdings, LLC, a dedicated transportation and logistics services provider. From 2007 until 2014, Mr. White served as an Operating Partner for Apollo Global Management L.P., an alternative asset management firm, serving in a variety of interim operating roles (COO and CFO) and board of director positions for its portfolio companies. From 2002 to 2007, Mr. White served as Chief Financial Officer of Hub Group, Inc., a NASDAQ listed company which provides logistics services. Prior to joining Hub Group, Mr. White was an audit partner with Arthur Andersen, which he joined in 1979. Currently Mr. White sits on the privately held board of JPW Holdings GP LLC, a wholesale distributor of machine tools and equipment. Previously Mr. White served on the board of Reddy Ice Holdings, Inc., and also served on the then publicly held boards of Landauer, Inc. (NYSE), FTD Group, Inc. (NASDAQ) and Quality Distribution, Inc. (NASDAQ) in a variety of roles including board chairman and committee chairman of the audit and compensation committees. In addition, he served on the audit committees of the then privately held boards of CEVA Logistics, plc (now listed on the SIX Swiss Exchange) and EVERTEC, Inc. (now listed on the NYSE). Mr. White is a non-practicing Certified Public Accountant. Mr. White was elected chairman of the Company’s board of directors in | ||||||||||
Chair of the Board of Board Committees: N/A Other Public Company Directorships: • (2004–2017) | |||||||||||
| Experience, Qualifications, Attributes & | |||||||||||
| Mr. | |||||||||||
Dwayne A. Wilson (Independent) | Age: 62 | Director Since: 2020 | |||||||||||
 | Mr. Wilson was Senior Vice President of Fluor Corporation (NYSE), an American multinational engineering and construction firm, from 2014 to 2016. From 2011 until 2014, Mr. Wilson served as President & CEO of Savannah River Nuclear Solutions, a joint venture between Fluor, Honeywell and Newport News. From 1980 until 2011, Mr. Wilson served increasing roles of executive responsibility with Fluor, including President of its Industrial and Infrastructure business, President of its Mining & Minerals business, and President of its Commercial & Industrial business. Currently, Mr. Wilson sits on the public company boards of Crown Holdings, Inc. (NYSE), Ingredion, Inc. (NYSE), where he previously chaired the compensation committee, and the private company board of Prisma Health. Previously, Mr. Wilson served on the board of AK Steel Holding Corporation, including the public and environmental affairs and nominating and corporate governance committees. | ||||||||||||
| Former Senior Vice | Experience, Qualifications, Attributes & Skills | ||||||||||||
President of Fluor Corporation; Director of Ingredion, Inc. and Crown Holdings, Inc. Board Committees: ü üCompensation Other Public Company Directorships: •Crown Holdings, Inc. (2020–Present) •Ingredion, Inc. (2010–Present) •AK Steel Holding Co. (2017–2020) | Mr. Wilson brings over 35 years of experience as an | expertise. | |||||||||||
Ronald A. Ballschmiede Age: 65 Executive Officer Since: 2015 Executive Vice President, Chief Financial Officer & Chief Accounting Officer | Mr. Ballschmiede has been the Executive Vice President, Chief Financial Officer & Chief Accounting Officer since joining the Company in November 2015. From June 2006 until March 2015, Mr. Ballschmiede was Executive Vice President & Chief Financial Officer of Chicago Bridge & Iron Company N.V., a leading engineering, procurement and construction contractor. | ||||
Mark D. Wolf Age: 60 Executive Officer Since: 2020 General Counsel, Chief Compliance Officer & Corporate Secretary | Mr. Wolf has been the General Counsel, Chief Compliance Officer & Corporate Secretary since joining the Company in August 2020 after previously serving as Vice President, General Counsel & Corporate Secretary of US Well Services, Inc., an oil & gas, electric fracturing market leader. From January 2017 to January 2019, Mr. Wolf served as Vice President – Legal for TechnipFMC, a global oil & gas manufacturing and services company, and as Deputy General Counsel for FMC Technologies, Inc. from December 2015 until its merger with Technip in January 2017. | ||||
| Stock Ownership of Directors, Director Nominees and Executive Officers | ||
| Name of Beneficial Owner | Number of Shares Not Subject to Unvested Awards | Number of Unvested Shares of Restricted Stock (1) | Total Number of Shares Beneficially Owned | Percent of Outstanding Shares(2) | ||||||||
| Marian M. Davenport | 30,186 | 5,257 | 35,443 | * | ||||||||
| Maarten D. Hemsley | 175,969 | 5,257 | 181,226 | * | ||||||||
| Raymond F. Messer | — | 5,257 | 5,257 | * | ||||||||
| Charles R. Patton | 35,161 | 5,257 | 40,418 | * | ||||||||
| Richard O. Schaum | 46,881 | 5,257 | 52,138 | * | ||||||||
| Milton L. Scott | 40,050 | 5,257 | 45,307 | * | ||||||||
| Joseph A. Cutillo | 46,586 | 56,848 | 103,434 | * | ||||||||
| Ronald A. Ballschmiede | 68,287 | 10,614 | 78,901 | * | ||||||||
| Con L. Wadsworth | 31,869 | — | 31,869 | * | ||||||||
| Richard E. Chandler, Jr. | — | 25,000 | 25,000 | * | ||||||||
Paul J. Varello (3) | 731,946 | — | 731,946 | 2.7% | ||||||||
Roger M. Barzun (4) | 18,000 | — | 18,000 | * | ||||||||
All directors and executive officers as a group (10 persons) | 474,989 | 124,004 | 598,993 | 2.2% | ||||||||
| Name of Beneficial Owner | Number of Shares Not Subject to Unvested Awards | Number of Unvested Shares of Restricted Stock(1) | Total Number of Shares Beneficially Owned | Percent of Outstanding Shares(2) | |||||||||||||||||||||||||
| Roger A. Cregg | 23,513 | 7,885 | (3) | 31,398 | * | ||||||||||||||||||||||||
Marian M. Davenport (4) | 41,860 | 7,885 | (3) | 49,745 | * | ||||||||||||||||||||||||
| Raymond F. Messer | 31,674 | 7,885 | (3) | 39,559 | * | ||||||||||||||||||||||||
| Dana C. O’Brien | 9,729 | 7,885 | (3) | 17,614 | * | ||||||||||||||||||||||||
| Charles R. Patton | 54,835 | 7,885 | (3) | 62,720 | * | ||||||||||||||||||||||||
| Thomas M. White | 28,079 | 7,885 | (3) | 35,964 | * | ||||||||||||||||||||||||
Dwayne A. Wilson (5) | — | 3,885 | (3) | 3,885 | * | ||||||||||||||||||||||||
| Joseph A. Cutillo | 479,179 | — | 479,179 | 1.7% | |||||||||||||||||||||||||
| Ronald A. Ballschmiede | 214,478 | — | 214,478 | * | |||||||||||||||||||||||||
| Con L. Wadsworth | 95,216 | — | 95,216 | * | |||||||||||||||||||||||||
| Mark D. Wolf | 2,253 | — | 2,253 | * | |||||||||||||||||||||||||
All directors and executive officers as a group (10 persons) (6) | 885,600 | 51,195 | 936,795 | 3.3% | |||||||||||||||||||||||||
| Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percent of Outstanding Shares(1) | |||||||||||
BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | |||||||||||||
Renaissance Technologies LLC 800 Third Avenue New York, | |||||||||||||
| Executive Officer Compensation | ||
NEO | ||||||||
| Joseph A. Cutillo | Chief Executive Officer | |||||||
| Ronald A. Ballschmiede | Executive Vice President, | |||||||
| Con L. Wadsworth | ||||||||
| Richard E. Chandler, Jr. | Former Executive Vice President, General Counsel & Secretary | |||||||
| 2020 Executive Compensation Program | |||||||||||
Compensation Component | Characteristics | 2020 Results/Actions | |||||||||
| Base Salary | • Fixed cash compensation • Competitive level of base compensation, critical for attraction and retention • Used to calculate other compensation elements | • The NEOs received merit increases ranging from 3.0% to 9.6% in recognition of growth and performance in role, as well as, in some cases, to bring base salary closer to market. | |||||||||
Short-Term Incentive (STI) Program | • Annual variable cash compensation based on pre-established performance metrics • Formula-driven plan using the following metrics (weighted as indicated) to determine target and earned awards: | •2020 adjusted EBITDA resulted in an attainment percentage of 158% and 2020 strategic objectives resulted in an attainment percentage of 171% under the STI program. | |||||||||
•Financial - Adjusted EBITDA | 75% | ||||||||||
| • Strategic - timely and successful Plateau Integration initiatives | 25% | ||||||||||
•Annual cash award for our CEO in 2020, target = 100% base salary; maximum = 200% target | |||||||||||
Long-Term Incentive (LTI) Program | • PSU award (50% of LTI program awards) – ◦Payable in shares of stock over a three-year performance period, all of which is based on performance against adjusted EPS targets. ◦The annual adjusted EPS targets are set at the beginning of the three-year period and are consistent with the Company’s annual strategic and financial plans. ◦The range of payout of the PSUs is 0% to 200% of target depending on the achievement level of EPS relative to targets. •RSU award (50% of LTI program awards) – vest ratably over a three-year period, enhancing shareholder alignment, retention, and development of long-term ownership by our NEOs | • 2020 adjusted EPS resulted in payout of annual installments of 2018 and 2019 PSUs at maximum levels. | |||||||||
Compensation Best | ||
| Aegion Corporation | Eagle Materials Inc. | MYR Group Inc. | ||||||
| Argan, Inc. | Granite Construction, Inc. | Orion Group Holdings, Inc. | ||||||
| Chart Industries, Inc. | Great Lakes Dredge & Dock Corporation | Primoris Services Corporation | ||||||
| Columbus McKinnon Corporation | HC2 Holdings, Inc. | Standex International Corporation | ||||||
| Comfort Systems USA, Inc. | IES Holdings, Inc. | U.S. Concrete, Inc. | ||||||
| Dycom Industries, Inc. | L.B. Foster Company | |||||||
| Peer Group | Revenue – Fiscal 2019 estimate as of 10/2019 ($ in millions) | |||||||
| 25th Percentile | $ | 790 | ||||||
| 50th Percentile | 1,249 | |||||||
| 75th Percentile | 2,052 | |||||||
| Sterling Construction Company, Inc. | $ | 1,290 | ||||||
| Estimated Percentile Rank | 52%ile | |||||||
| Name | Base Salary as of December 31, 2016(1) | Base Salary as of December 31, 2017(1) | Percent Increase | |||
Mr. Cutillo(2).............. | $325,000 | $550,000 | 69% | |||
| Mr. Ballschmiede...... | $414,874 | $439,874 | 6% | |||
| Mr. Wadsworth......... | $425,000 | $425,000 | —% | |||
Mr. Chandler(3).......... | n/a | $325,000 | n/a | |||
| Name | Annual Base Salary as of December 2019 | Annual Base Salary as of January 2020 | Percent Increase | |||||||||||||||||
| Mr. Cutillo | $675,000 | $740,000 | 9.6% | |||||||||||||||||
| Mr. Ballschmiede | 480,000 | 506,400 | 5.5% | |||||||||||||||||
| Mr. Wadsworth | 463,000 | 476,900 | 3.0% | |||||||||||||||||
| Mr. Chandler | 350,000 | 374,500 | 7.0% | |||||||||||||||||
Mr. Wolf(1) | N/A | N/A | N/A | |||||||||||||||||
| Name | Annual Base Salary | Target STI Award as a % of Base Salary | Target STI Award | |||||||||||||||||
| Mr. Cutillo | $ | 740,000 | 100% | $ | 740,000 | |||||||||||||||
| Mr. Ballschmiede | 506,400 | 65% | 329,160 | |||||||||||||||||
| Mr. Wadsworth | 476,900 | 80% | 381,520 | |||||||||||||||||
Mr. Chandler(1) | 196,673 | 60% | 118,004 | |||||||||||||||||
Mr. Wolf(1) | 119,346 | 40% | 47,738 | |||||||||||||||||
| Name | Annual Base Salary | Target Incentive Compensation as a % of Base Salary | % Based on EPS Goal | Target Award (EPS) | % Based on Individual Performance Goals | Target Award (Individual) | ||||||
| Mr. Cutillo................. | $503,274 | 195% | 75% | $736,038 | 25% | $245,346 | ||||||
| Mr. Ballschmiede...... | $439,874 | 170% | 75% | $560,839 | 25% | $186,946 | ||||||
| Mr. Wadsworth......... | $425,000 | 170% | 75% | $541,875 | 25% | $180,625 | ||||||
| Performance Measure | Weighting | Threshold Performance | Target Performance | Maximum Performance | Actual Performance | Payout % of Performance Measure (rounded) | ||||||||||||||||||||||||||||||||
| (in thousands, except percentage data) | ||||||||||||||||||||||||||||||||||||||
Adjusted EBITDA(1) | 75% | $ 112,050 | $ 124,500 | $ 130,730 | $ 128,104 | 158% | ||||||||||||||||||||||||||||||||
Strategic(2) | 25% | 50% Three of five completed by 12/31/2020 | 100% Three of five completed by applicable target dates | 200% All five completed by applicable target dates | 170% | 170% | ||||||||||||||||||||||||||||||||
| 2020 | ||||||||
| Net income | $ | 42,306 | ||||||
| Add: interest, net | 29,516 | |||||||
| Add: income tax expense | 22,471 | |||||||
| Add: depreciation and amortization | 32,785 | |||||||
| Add: acquisition related costs | 1,026 | |||||||
| Adjusted EBITDA | $ | 128,104 | ||||||
| Name | % of Target Earned (EBITDA) | STI Award Based on EBITDA | % of Target Earned (Strategic) | STI Award Based on Strategic | Total 2020 STI Award Earned | ||||||||||||||||||||||||||||||
| Mr. Cutillo | 158% | $ | 876,061 | 170% | $ | 314,500 | $ | 1,190,561 | |||||||||||||||||||||||||||
| Mr. Ballschmiede | 158% | 389,681 | 170% | 139,893 | 529,574 | ||||||||||||||||||||||||||||||
| Mr. Wadsworth | 158% | 451,669 | 170% | 162,146 | 613,815 | ||||||||||||||||||||||||||||||
Mr. Chandler(1) | 158% | 139,701 | 170% | 50152 | 189,853 | ||||||||||||||||||||||||||||||
Mr. Wolf(1) | 158% | 56,516 | 170% | 20,289 | 76,805 | ||||||||||||||||||||||||||||||
| Name | % of Target Earned (EPS) | Award Based on EPS | % of Target Earned (Individual) | Award Based on Individual | Total 2017 Award Earned | Value Paid in Cash | Value Paid in RSUs | No. of RSUs Granted(1) | ||||||||||||
| Mr. Cutillo............ | 120% | $883,246 | 100% | $245,346 | $1,128,592 | $564,296 | $564,296 | 32,904 | ||||||||||||
| Mr. Ballschmiede | 120% | $673,007 | 100% | $186,946 | $859,954 | $429,977 | $429,977 | 25,072 | ||||||||||||
| Mr. Wadsworth.... | 120% | $650,250 | 85% | $153,531 | $803,781 | $401,891 | $401,891 | 23,434 | ||||||||||||
| Tranche Subject to 2018 Performance | Tranches Subject to 2019 Performance | Tranches Subject to 2020 Performance | Tranches Subject to 2021 Performance | Tranche Subject to 2022 Performance | ||||||||||||||||||||||||||||
| 2018 Award | Tranche 1 | Tranche 2 | Tranche 3 | — | — | |||||||||||||||||||||||||||
| 2019 Award | — | Tranche 1 | Tranche 2 | Tranche 3 | — | |||||||||||||||||||||||||||
| 2020 Award | — | — | Tranche 1 | Tranche 2 | Tranche 3 | |||||||||||||||||||||||||||
| Name | Annual Base Salary | LTI Target as a % of Base Salary | LTI Target Value | Target Value (RSUs) | # of RSUs | Target Value (PSUs) | Target # of PSUs | |||||||||||||||||||||||||||||||||||||
| Mr. Cutillo | $ 740,000 | 260% | $ | 1,924,000 | $ | 962,002 | 68,324 | $ | 962,002 | 68,324 | ||||||||||||||||||||||||||||||||||
| Mr. Ballschmiede | 506,400 | 115% | 582,360 | 291,174 | 20,680 | 291,174 | 20,680 | |||||||||||||||||||||||||||||||||||||
| Mr. Wadsworth | 476,900 | 90% | 429,210 | 214,607 | 15,242 | 214,607 | 15,242 | |||||||||||||||||||||||||||||||||||||
| Mr. Chandler | 374,500 | 100% | 374,500 | 187,250 | 13,299 | 187,250 | 13,299 | |||||||||||||||||||||||||||||||||||||
Mr. Wolf(1) | 119,346 | 60% | 71,608 | 35,802 | 2,808 | 35,802 | 2,808 | |||||||||||||||||||||||||||||||||||||
| Award Year and Tranche | Weighting | Threshold | Target | Maximum | Actual Performance(1) | 2020 Payout Performance | ||||||||||||||
| 2018 Tranche 3 | 1/3 | $0.84 | $0.98 | $1.12 | $1.50 | 200% | ||||||||||||||
| 2019 Tranche 2 | 1/3 | $1.11 | $1.24 | $1.36 | $1.72 | 200% | ||||||||||||||
| 2020 Tranche 1 | 1/3 | $1.22 | $1.43 | $1.58 | $1.72 | 200% | ||||||||||||||
| Required Level of Ownership | |||||
| CEO | 5 x base salary | ||||
| Other NEOs | 3 xbase salary | ||||
Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Non-Equity Incentive Plan Compensation | All Other Compensation(2) | Total | |||||||||
Joseph A. Cutillo……….......…… | 2017 | $503,274 | — | $1,039,796 | $564,296 | $27,327 | $2,134,693 | |||||||||
Chief Executive Officer (3) | 2016 | $314,423 | — | $87,750 | $87,750 | $13,250 | $503,173 | |||||||||
Ronald A. Ballschmiede…........... | 2017 | $439,874 | — | $429,977 | $429,977 | $13,500 | $1,313,328 | |||||||||
| Executive Vice President & | 2016 | $403,420 | — | $136,000 | $136,000 | $27,551 | $702,971 | |||||||||
| Chief Financial Officer, Chief | 2015 | $60,000 | — | $467,000 | — | $97,809 | $624,809 | |||||||||
| Accounting Officer, Treasurer | ||||||||||||||||
Con L. Wadsworth………….….… | 2017 | $425,000 | — | — | — | $28,257 | $453,257 | |||||||||
Executive Vice President & | 2016 | $420,482 | — | — | — | $26,450 | $446,932 | |||||||||
| Chief Operating Officer | ||||||||||||||||
Richard E. Chandler, Jr................ | 2017 | $65,000 | — | $386,250 | — | — | $451,250 | |||||||||
| Executive Vice President, | ||||||||||||||||
General Counsel & Secretary (4) | ||||||||||||||||
Paul J. Varello…...…………....….. | 2017 | $1 | — | $53,148 | — | $43,497 | $96,646 | |||||||||
Former Chief Executive Officer (5) | 2016 | $1 | — | — | — | $26,155 | $26,156 | |||||||||
| 2015 | $1 | — | $1,932,000 | — | $27,342 | $1,959,343 | ||||||||||
Roger M. Barzun…………....……. | 2017 | $96,914 | $150,000 | — | — | $115,770 | $362,684 | |||||||||
| Former Senior Vice President & | 2016 | $250,000 | — | — | — | — | $250,000 | |||||||||
General Counsel; Secretary (4) | 2015 | $250,000 | — | — | — | — | $250,000 | |||||||||
| Name and Principal Position | Year | Salary(1) | Bonus | Stock Awards(2) | Non-Equity Incentive Plan Compensation | All Other Compensation(3) | Total | |||||||||||||||||||||||||||||||||||||
Joseph A. Cutillo Chief Executive Officer | 2020 2019 2018 | $740,000 675,000 650,000 | $0 250,000 0 | $1,924,004 1,349,990 6,710,008 | $1,190,561 1,350,000 902,500 | $48,651 37,005 64,222 | $3,903,216 3,661,995 8,326,730 | |||||||||||||||||||||||||||||||||||||
Ronald A. Ballschmiede Executive Vice President, Chief Financial Officer & Chief Accounting Officer | 2020 2019 2018 | 506,400 480,000 465,000 | 0 200,000 0 | 582,348 503,990 2,716,254 | 529,574 624,000 453,375 | 14,250 14,000 13,750 | 1,632,584 1,821,990 3,648,379 | |||||||||||||||||||||||||||||||||||||
Con L. Wadsworth(4) President, Heavy Civil | 2020 2019 2018 | 476,900 463,000 450,000 | 0 50,000 0 | 429,214 416,694 405,005 | 613,815 740,800 540,000 | 29,880 26,950 26,965 | 1,549,809 1,697,444 1,421,970 | |||||||||||||||||||||||||||||||||||||
Richard E. Chandler, Jr(5) Former Executive Vice President, General Counsel & Secretary | 2020 2019 2018 | 196,673 350,000 340,000 | 0 100,000 0 | 374,500 350,004 1,120,904 | 189,852 350,000 196,875 | 428,135 14,000 22 | 1,189,160 1,164,004 1,657,801 | |||||||||||||||||||||||||||||||||||||
Mark D. Wolf(6) General Counsel, Chief Compliance Officer & Secretary | 2020 | 119,346 | 0 | 390,354 | 76,805 | 3,625 | 590,130 | |||||||||||||||||||||||||||||||||||||
| Perquisites and Other Personal Benefits | Additional All Other Compensation | |||||||||||||||
| Name | Use of Company-Owned Vehicles | Health Insurance Reimbursements | Plan Contributions | Director Fees | Severance Payments | |||||||||||
| Mr. Cutillo | $13,737 | — | $13,500 | — | — | |||||||||||
| Mr. Ballschmiede | — | — | $13,500 | — | — | |||||||||||
| Mr. Wadsworth | $15,027 | — | $13,500 | — | — | |||||||||||
| Mr. Chandler | — | — | — | — | — | |||||||||||
| Mr. Varello | $5,092 | $1,322(a) | — | $37,083 | — | |||||||||||
| Mr. Barzun | — | — | — | — | $115,770(b) | |||||||||||
| 2020 LTI Program Awards | |||||||||||
| Name | RSUs | PSUs | |||||||||
| Mr. Cutillo | $ | 962,002 | $ | 962,002 | |||||||
| Mr. Ballschmiede | 291,174 | 291,174 | |||||||||
| Mr. Wadsworth | 214,607 | 214,607 | |||||||||
| Mr. Chandler | 187,250 | 187,250 | |||||||||
| Mr. Wolf | 35,802 | 35,802 | |||||||||
| Perquisites and Other Personal Benefits | |||||||||||||||||
| Name | Use of Company- Owned Vehicles | Plan Contributions | Severance Benefit | ||||||||||||||
| Mr. Cutillo | $34,401 | $14,250 | — | ||||||||||||||
| Mr. Ballschmiede | — | 14,250 | — | ||||||||||||||
| Mr. Wadsworth | 15,630 | 14,250 | — | ||||||||||||||
| Mr. Chandler | — | 10,554 | 417,581 | ||||||||||||||
| Mr. Wolf | — | 3,625 | — | ||||||||||||||
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards | All other Stock Awards: Number of Shares of Stock or Units(2) | Grant Date Fair Value of Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Threshold | Target | Maximum | Threshold | Target | Maximum | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Joseph A. Cutillo | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| STI Award | $370,000 | $740,000 | $1,480,000 | $— | $— | $— | $— | $— | ||||||||||||||||||||||||||||||||||||||||||||||||
| LTI - RSU | 01/01/2020 | — | — | — | — | — | — | 68,324 | 962,002 | |||||||||||||||||||||||||||||||||||||||||||||||
LTI - PSU(3) | 01/01/2020 | — | — | — | 34,162 | 68,324 | 136,648 | — | 962,002 | |||||||||||||||||||||||||||||||||||||||||||||||
| Ronald A. Ballschmiede | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| STI Award | 164,580 | 329,160 | 658,320 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| LTI - RSU | 01/01/2020 | — | — | — | — | — | — | 20,680 | 291,174 | |||||||||||||||||||||||||||||||||||||||||||||||
LTI - PSU(3) | 01/01/2020 | — | — | — | 10,340 | 20,680 | 41,360 | — | 291,174 | |||||||||||||||||||||||||||||||||||||||||||||||
| Con L. Wadsworth | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| STI Award | 190,760 | 381,520 | 763,040 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| LTI - RSU | 01/01/2020 | — | — | — | — | — | — | 15,242 | 214,607 | |||||||||||||||||||||||||||||||||||||||||||||||
LTI - PSU(3) | 01/01/2020 | — | — | — | 7,621 | 15,242 | 30,484 | — | 214,607 | |||||||||||||||||||||||||||||||||||||||||||||||
| Richard E. Chandler, Jr. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| STI Award | 112,350 | 224,700 | 449,400 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| LTI - RSU | 01/01/2020 | — | — | — | — | — | — | 13,299 | 187,250 | |||||||||||||||||||||||||||||||||||||||||||||||
LTI - PSU(3) | 01/01/2020 | — | — | — | 6,650 | 13,299 | 26,598 | — | 187,250 | |||||||||||||||||||||||||||||||||||||||||||||||
| Mark D. Wolf | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| STI Award | 23,869 | 47,738 | 95,476 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| Sign-on RSU | 08/05/2020 | — | — | — | — | — | — | 25,000 | 318,750 | |||||||||||||||||||||||||||||||||||||||||||||||
| LTI - RSU | 08/05/2020 | — | — | — | — | — | — | 2,808 | 35,802 | |||||||||||||||||||||||||||||||||||||||||||||||
LTI - PSU(3) | 08/05/2020 | — | — | — | 1,404 | 2,808 | 5,616 | — | 35,802 | |||||||||||||||||||||||||||||||||||||||||||||||
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | ||||||||||||
| Name | Grant Date | Threshold | Target | Maximum | All Other Stock Awards: Number of Shares of Stock or Units(2) | Grant Date Fair Value of Stock and Option Awards | ||||||
Joseph A. Cutillo | ||||||||||||
Incentive Compensation | 4/28/2017 | $588,830 | $981,384 | $1,128,592 | — | — | ||||||
Restricted Stock Grant | 4/28/2017 | — | — | — | 50,000 | $475,500 | ||||||
Ronald A. Ballschmiede | ||||||||||||
| Incentive Compensation | 2/10/2017 | $448,671 | $747,786 | $859,954 | — | — | ||||||
Con L. Wadsworth | ||||||||||||
| Incentive Compensation | 2/10/2017 | $433,500 | $722,500 | $830,875 | — | — | ||||||
| Richard E. Chandler, Jr. | ||||||||||||
| Restricted Stock Grant | 10/27/2017 | — | — | — | 25,000 | $386,250 | ||||||
| Paul J. Varello | ||||||||||||
| Restricted Stock Grant | 06/08/2017 | — | — | — | 5,257 | $53,148 | ||||||
| Roger M. Barzun | N/A | N/A | N/A | N/A | N/A | N/A | ||||||
| 32| Sterling Construction |2021 ProxyStatement |
| Stock Awards | ||||||||||||||||||||||||||
| Name | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) | ||||||||||||||||||||||
| Joseph A. Cutillo | 77,178 | $1,436,283 | 678,164 | $12,620,632 | ||||||||||||||||||||||
| Ronald A. Ballschmiede | 29,858 | 555,657 | 261,455 | 4,865,678 | ||||||||||||||||||||||
| Con L. Wadsworth | 23,450 | 436,405 | 44,761 | 833,002 | ||||||||||||||||||||||
| Richard E. Chandler, Jr. | N/A | N/A | 64,634 | 1,467,529 | ||||||||||||||||||||||
| Mark D. Wolf | 26,872 | 500,088 | 3,744 | 69,676 | ||||||||||||||||||||||
| Stock Awards | |||||||
| Name | Number of Shares or Units of Stock That Have Not Vested (1) | Market Value of Shares or Units of Stock That Have Not Vested (2) | |||||
| Joseph A. Cutillo | 60,272 | $981,228 | |||||
| Ronald A. Ballschmiede | 15,921 | $259,194 | |||||
| Con L. Wadsworth | — | — | |||||
| Richard E. Chandler, Jr. | 25,000 | $407,000 | |||||
| Paul J. Varello | — | — | |||||
| Roger M. Barzun | — | — | |||||
| Name | Vesting Date | |||||||||||||
| Mr. Cutillo | ||||||||||||||
| 45,549 | ½ on each of | |||||||||||||
| Mr. Ballschmiede | ||||||||||||||
| 13,787 | ½ on each of | |||||||||||||
| 8,358 | On January 1, 2021 | |||||||||||||
| Mr. Wadsworth | 6,377 | On December 31, 2021 | ||||||||||||
| 10,161 | ½ on each of December 31, 2021 and 2022 | |||||||||||||
| 7,812 | On January 1, 2021 | |||||||||||||
| Mr. Chandler | ||||||||||||||
| Mr. Wolf | 1,872 | ½ on each of | ||||||||||||
| 25,000 | ⅓ on each of August 5, 2021, 2022 and 2023 | |||||||||||||
| Outstanding PSUs | ||||||||||||||||||||||||||
| Name | Grant Date | Threshold | Target | Maximum | Last Day of Performance Period | |||||||||||||||||||||
| Mr. Cutillo | 01/17/2018 | 6,271 | 12,541 | 25,082 | 12/31/2020 | |||||||||||||||||||||
| 12/12/2018 | N/A | 500,000 | N/A | 12/31/2023 | ||||||||||||||||||||||
| 01/16/2019 | 20,661 | 41,322 | 82,644 | 12/31/2021 | ||||||||||||||||||||||
| 01/01/2020 | 34,162 | 68,324 | 136,648 | 12/31/2022 | ||||||||||||||||||||||
| Mr. Ballschmiede | 01/17/2018 | 2,686 | 5,371 | 10,742 | 12/31/2020 | |||||||||||||||||||||
| 12/12/2018 | N/A | 200,000 | N/A | 12/31/2023 | ||||||||||||||||||||||
| 01/16/2019 | 7,714 | 15,427 | 30,854 | 12/31/2021 | ||||||||||||||||||||||
| 01/01/2020 | 10,340 | 20,680 | 41,360 | 12/31/2022 | ||||||||||||||||||||||
| Mr. Wadsworth | 01/17/2018 | 1,327 | 2,653 | 5,306 | 12/31/2020 | |||||||||||||||||||||
| 01/16/2019 | 6,378 | 12,755 | 25,510 | 12/31/2021 | ||||||||||||||||||||||
| 01/01/2020 | 7,621 | 15,242 | 30,484 | 12/31/2022 | ||||||||||||||||||||||
| Mr. Chandler | 01/17/2018 | 1,264 | 2,527 | 5,054 | 12/31/2020 | |||||||||||||||||||||
| 01/16/2019 | 2,679 | 5,357 | 10,714 | 12/31/2021 | ||||||||||||||||||||||
| 01/01/2020 | 2,217 | 4,433 | 8,866 | 12/31/2022 | ||||||||||||||||||||||
| Mr. Wolf | 08/05/2020 | 1,404 | 2,808 | 5,616 | 12/31/2022 | |||||||||||||||||||||
| Stock Awards | ||||||||||||||
| Name | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | ||||||||||||
| Joseph A. Cutillo | $103,573 | $1,729,550 | ||||||||||||
| Ronald A. Ballschmiede | 46,727 | 752,765 | ||||||||||||
| Con L. Wadsworth | 30,051 | 488,377 | ||||||||||||
| Richard E. Chandler, Jr. | 51,622 | 313,972 | ||||||||||||
| Mark D. Wolf | 936 | 17,419 | ||||||||||||
| Stock Awards | ||||||||
| Name | Number of Shares Acquired on Vesting | Value Realized on Vesting (2) | ||||||
| Joseph A. Cutillo | 25,000 | $427,500 | ||||||
| Ronald A. Ballschmiede | 50,000 | $855,000 | ||||||
| Con L. Wadsworth | — | — | ||||||
| Richard E. Chandler, Jr. | — | — | ||||||
| Paul J. Varello | 400,000 | $3,788,000 | ||||||
| Roger M. Barzun | — | — | ||||||
| Name | Lump Sum Severance Payment | RSUs (Unvested & Accelerated)(1) | PSUs (Unvested & Accelerated / Retained)(2) | Outplacement Assistance | Total(3) | |||||||||||||||||||||||||||
| Joseph A. Cutillo | ||||||||||||||||||||||||||||||||
| Death, Disability or Retirement | $— | $1,436,283 | $3,315,632 | $— | $4,751,915 | |||||||||||||||||||||||||||
| Termination without Cause or with Good Reason | 1,513,475 | 1,436,283 | 3,315,632 | 50,000 | 6,315,390 | |||||||||||||||||||||||||||
| Change of Control | — | 1,436,283 | 12,620,632 | — | 14,056,915 | |||||||||||||||||||||||||||
| Qualifying Termination i/c/w Change of Control | 3,534,097 | — | — | — | 3,534,097 | |||||||||||||||||||||||||||
| Ronald A. Ballschmiede | ||||||||||||||||||||||||||||||||
| Death, Disability or Retirement | — | 555,657 | 1,143,678 | — | 1,699,335 | |||||||||||||||||||||||||||
| Termination without Cause or with Good Reason | 528,110 | 555,657 | 1,143,678 | 25,000 | 2,252,445 | |||||||||||||||||||||||||||
| Change of Control | — | 555,657 | 4,865,678 | — | 5,421,335 | |||||||||||||||||||||||||||
| Qualifying Termination i/c/w Change of Control | 1,463,726 | — | — | — | 1,463,726 | |||||||||||||||||||||||||||
Con L. Wadsworth | ||||||||||||||||||||||||||||||||
| Death, Disability or Retirement | — | 453,154 | 833,002 | — | 1,286,156 | |||||||||||||||||||||||||||
| Termination without Cause | — | 453,154 | 833,002 | — | 1,286,156 | |||||||||||||||||||||||||||
| Change of Control | — | 453,154 | 833,002 | — | 1,286,156 | |||||||||||||||||||||||||||
| Qualifying Termination i/c/w Change of Control | — | — | — | — | — | |||||||||||||||||||||||||||
| Mark D. Wolf | ||||||||||||||||||||||||||||||||
| Death | — | 500,088 | 69,676 | — | 569,764 | |||||||||||||||||||||||||||
| Disability or Retirement | — | 34,838 | 69,676 | — | 104,514 | |||||||||||||||||||||||||||
| Termination without Cause or Good Reason | — | 34,838 | 69,676 | — | 104,514 | |||||||||||||||||||||||||||
| Change of Control | — | 500,088 | 52,257 | — | 552,345 | |||||||||||||||||||||||||||
| Qualifying Termination i/c/w Change of Control | 435,000 | — | — | — | 435,000 | |||||||||||||||||||||||||||
Name | Restricted Stock (Unvested and Accelerated) | Value of Restricted Stock (Unvested and Accelerated) | ||||||
| Joseph A. Cutillo | 60,272 | $981,228 | ||||||
| Ronald A. Ballschmiede | 15,921 | $259,194 | ||||||
| Con L. Wadsworth | — | — | ||||||
| Richard E. Chandler, Jr. | 25,000 | $407,000 | ||||||
| Proposal No. 2: Advisory Vote on the Compensation of Our Named Executive Officers | ||
| ü | OUR BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT. | ||||
| Audit Committee Report | ||
| Independent Registered Public Accounting Firm | ||
| 2020 | 2019 | ||||||||||
Audit Fees(1) | $840,580 | $841,770 | |||||||||
| Audit-Related Fees | — | — | |||||||||
| Tax Fees | — | — | |||||||||
All Other Fees(2) | — | 256,669 | |||||||||
| Total | $840,580 | $1,098,439 | |||||||||
| 2017 | 2016 | ||||
Audit Fees (1) | $870,589 | $900,946 | |||
Audit-Related Fees (2) | $1,590 | $158,978 | |||
| Tax Fees | — | — | |||
| All Other Fees | — | — | |||
| Proposal No. 3: Ratification of the Appointment of Our Independent Registered Public Accounting Firm | ||
| ü | OUR BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | ||||
| Proposal No. 4: Adoption of the Amended and Restated 2018 Stock Incentive Plan | ||
| Plan Category | Number of Securities To be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) (1) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) (2) | ||||||||||||||||||||
| Equity compensation plans approved by security holders | 1,452,888 | $ | n/a | 747,960 | |||||||||||||||||||
| Equity compensation plans not approved by security holders | n/a | n/a | n/a | ||||||||||||||||||||
| Total | 1,452,888 | n/a | 747,960 | ||||||||||||||||||||
| ü | OUR BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ADOPTION OF THE AMENDED AND RESTATED 2018 STOCK INCENTIVE PLAN. | ||||
| Certain Transactions | ||
| Name (Relationship) | W&S LLC | W&S II, LLC | W&S III, LLC | |||||||||||||||||
| Con L. Wadsworth | 32.45% | 24.38% | 31.80% | |||||||||||||||||
| Kip L. Wadsworth (brother) | 32.45% | 24.38% | 36.40% | |||||||||||||||||
| Tod L. Wadsworth (brother) | 32.45% | 24.38% | 31.80% | |||||||||||||||||
| Nic L. Wadsworth (brother) | — | 24.38% | — | |||||||||||||||||
| Ralph L. Wadsworth (father) | 1.325% | 1.24% | — | |||||||||||||||||
| Peggy Wadsworth (mother) | 1.325% | 1.24% | — | |||||||||||||||||
| Item | Description | Board Vote Recommendation | Page | ||||||||
| 1 | Election of seven director nominees | FOR each nominee | |||||||||
| 2 | Advisory vote to approve the compensation of our named executive officers | FOR | |||||||||
| 3 | Ratification of the appointment of Grant Thornton LLP As our independent registered public accounting firm for 2021 | FOR | |||||||||
| 4 | Adoption of the amended and restated 2018 stock incentive plan | FOR | |||||||||
Proposal | Voting | Vote Required Approval | Effect of Abstentions | Effect of Broker Non-Votes | ||||||||||||||||||||||
Election of (Item 1, page 14) | For, against or abstain for each nominee | Majority of the votes | No effect | No effect | ||||||||||||||||||||||
Advisory vote to approve the compensation of our named executive officers (Item 2, page 37) | For, against or abstain | Affirmative vote of a majority of the shares of common stock present in person or by proxy and entitled to vote on the proposal | Treated as | No effect | ||||||||||||||||||||||
(Item 3, page 40) | For, against or abstain | Affirmative vote of a majority of the shares of common stock present in person or by proxy and entitled to vote on the proposal | Treated as | N/A | ||||||||||||||||||||||
Adoption of the amended and restated 2018 stock incentive plan (Item 4, page 41) | For, against or abstain | Affirmative vote of a majority of the shares of common stock present in person or by proxy and entitled to vote on the proposal | Treated as | No effect | ||||||||||||||||||||||
| 2022 Shareholder Proposals | ||
| Annex A – Amended and Restated 2018 Stock Incentive Plan | ||||||||||||||
