Sterling Infrastructure, Inc. Files Definitive Proxy Statement

TL;DR

<b>Sterling Infrastructure, Inc. filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023, detailing executive compensation and corporate information.</b>

AI Summary

STERLING INFRASTRUCTURE, INC. (STRL) filed a Proxy Statement (DEF 14A) with the SEC on March 26, 2024. Sterling Infrastructure, Inc. filed a Definitive Proxy Statement (DEF 14A) on March 26, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 1800 Hughes Landing Blvd., Suite 250, The Woodlands, TX 77380. The filing includes data related to executive compensation adjustments for both PEO and Non-PEO/NEO members for the fiscal years 2023 and 2022. Sterling Infrastructure, Inc. was formerly known as Sterling Construction Co Inc, with a name change date of March 29, 2002.

Why It Matters

For investors and stakeholders tracking STERLING INFRASTRUCTURE, INC., this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation, director nominations, and other corporate governance matters, enabling informed voting decisions. The detailed breakdown of executive compensation adjustments for different employee categories (PEO and Non-PEO/NEO) offers transparency into how incentive awards are managed and valued over time.

Risk Assessment

Risk Level: — STERLING INFRASTRUCTURE, INC. shows moderate risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial distress or significant operational changes.

Analyst Insight

Review the executive compensation details and any proposed shareholder resolutions to understand potential impacts on company strategy and shareholder value.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period)
• 2024-05-09 — Conformed Period of Report (Reporting period)
• 2024-03-26 — Filed as of Date (Filing date)

Key Players & Entities

• STERLING INFRASTRUCTURE, INC. (company) — Filer name
• DEF 14A (document) — Filing type
• 2024-03-26 (date) — Filing date
• 1800 HUGHES LANDING BLVD. SUITE 250 THE WOODLANDS TX 77380 (address) — Business address
• STERLING CONSTRUCTION CO INC (company) — Former company name
• 20020329 (date) — Date of name change

FAQ

Industry Context

Sterling Infrastructure, Inc. operates in the heavy construction sector, focusing on infrastructure projects.

Regulatory Implications

The filing is a DEF 14A, which is a standard SEC filing for companies soliciting proxies from shareholders for annual or special meetings.

What Investors Should Do

1. Review the detailed executive compensation tables for any significant changes or trends.
2. Examine the proposals being put forth for shareholder vote, such as director elections or advisory resolutions.
3. Note any changes in corporate governance policies or practices outlined in the filing.

Year-Over-Year Comparison

This filing is a DEF 14A, which is a routine disclosure and does not represent a change from previous filings of the same type, but provides updated information for the current reporting period.

Key Financial Figures

• $1.97 b — ues increased 11.5% in 2023 to a record $1.97 billion, from $1.77 billion in 2022 Year
• $1.77 billion — in 2023 to a record $1.97 billion, from $1.77 billion in 2022 Year-end backlog of $2.07 bill
• $2.07 billion — 77 billion in 2022 Year-end backlog of $2.07 billion with a gross margin of 15.2% Net incom
• $138.7 million — 15.2% Net income increased to a record $138.7 million in 2023, from $96.7 million in 2022 `
• $96.7 million — o a record $138.7 million in 2023, from $96.7 million in 2022 ` 1 In November 2022, we di

Filing Documents

• strl-20240325.htm (DEF 14A) — 1221KB
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• 0000874238-24-000067.txt (&nbsp;) — 85333KB
• strl-20240325.xsd (EX-101.SCH) — 4KB
• strl-20240325_def.xml (EX-101.DEF) — 4KB
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Executive Compensation Highlights

Executive Compensation Highlights 5 Corporate Governance 5 Board Governance Guidelines; Code of Business Conduct 5 Board Composition and Leadership Structure 5 Board and Committee Independence; Financial Experts 6 Director Nominees Experience and Skills Matrix 7 Board Diversity, Tenure and Refreshment 7 Board Diversity 7 Board Tenure and Refreshment 7 Board Succession Planning 8 Board and Committee Meeting Attendance 8 Board Committees 8 Audit Committee 8 Compensation and Talent Development Committee 8 Corporate Governance and Nominating Committe e 9 Compensation and Talent Development Committee Procedures 9 Board Evaluation Process 9 Board's Role in Oversight of Risk Management 9 Stock Ownership Guidelines 12 Consideration of Director Nominees and Shareholder Nomination Procedures 12 Shareholder Engagement 13 C om munications with the Board 14 Director Compensation 14 Cash Compensation 14 Equity-Based Compensation 14 202 3 Director Compensation 15 Proposal No. 1: Election of Directors 16 Vote Required to Elect Director Nominees 16 Recommendation of the Board of Directors 16 Information about Director Nominees 17 Information about Executive Officers 21 Stock Ownership of Directors and Executive Officers 22 Stock Ownership of Certain Beneficial Owners 22 Executive Officer Compensation 23 Compensation Discussion and Analysis 23 Compensation and Talent Development Committee Report 33 Sterling Infrastructure | 2024 Proxy Statement | i |

Executive Compensation Tables

Executive Compensation Tables 34 202 3 Summary Compensation Table 34 Grants of Plan-Based Awards in 20 23 34 Outstanding Equity Awards at December 31, 20 23 35 Stock Vested in 202 3 36 Potential Payments upon Termination or Change in Control 36 Pay Ratio 39 Pay Versus Performance 39 Proposal No. 2 : Advisory Vote on the Compensation of Our Named Executive Officers 41 Vote Required to Approve, on an Advisory Basis, the Compensation of Our Named Executive O fficers 41 Recommendation of the Board of Directors 41 Audit Committee Report 42 Appointment of Independent Registered Public Accounting Firm; Financial Statement Review 42 Independent Registered Public Accounting Firm 43 Fees and Related Disclosures for Accounting Services 43 Pre-Approval Policies and Procedures 43 Proposal No. 3 : Ratification of the Appointment of Our Independent Registered Public Accounting Firm 43 Vote Required to Ratify the Appointment of Our Independent Registered Public Accounting Firm 43 Recommendation of the Board of Directors 43 Proposal No. 4 : Adoption of the S e cond Amen ded and Restated 2018 Stock I n centive Plan 44 Vote Required to A dopt the Second A mended a nd R e stated 2018 Stoc k Incentive Plan 50 Recommendation of the Board of Directors 50 Certain Transactions 50 Questions and Answers about the Proxy Materials, Annual Meeting and Voting 51 202 5 Shareholder Proposals 55 Annex A - Second Amended and Restated 2018 Stock Incentive Plan A-1 | ii | Sterling Infrastructure | 2024 Proxy Statement Proxy Statement Summary This proxy statement ("proxy statement"), along with the accompanying notice of annual meeting of shareholders, is furnished on behalf of Sterling Infrastructure, Inc., a Delaware corporation (the "Company"), by its board of directors ("board" or "board of directors") in connection with the solicitation of your proxy to be voted at the 2024 annual meeting of shareholders of the Compan

: Gender Identity Female Male Non-Binary Did Not Disclose Gender Female

Part I: Gender Identity Female Male Non-Binary Did Not Disclose Gender Female Male Non-Binary Did Not Disclose Gender Directors 2 6 2 5

: Demographic Background

Part II: Demographic Background African American or Black 2 2 Alaskan Native or Native American Asian Hispanic or Latina Native Hawaiian or Pacific Islander White 2 4 2 3 Two or More Races or Ethnicities LGBTQ+ Did Not Disclose Demographic Background Board Tenure Director Age Average Board Tenure of Director Nominees: 5 Years Average Age of Director Nominees: 62 2023 Performance Highlights 1 Revenues increased 11.5% in 2023 to a record $1.97 billion, from $1.77 billion in 2022 Year-end backlog of $2.07 billion with a gross margin of 15.2% Net income increased to a record $138.7 million in 2023, from $96.7 million in 2022 ` 1 In November 2022, we divested our ownership with Myers & Sons Construction L.P. (Myers) and the Myers historical results are presented as discontinued operations on our 2022 Form 10-K. Financial information in this proxy statement reflects continuing operations, unless otherwise indicated. Sterling Infrastructure | 2024 Proxy Statement | 3 | The financial improvements reflect progress in delivering our multi-year strategy to solidify the base, grow high margin products and expand into adjacent markets. Our strategic element to solidify the base of our transportation solutions business focuses on cost reductions, remaining disciplined at the bid table, monitoring pricing at the time of bid, and executing the projects to expectations. The strategy element to grow high margin products is reflected in the increasing percentage of backlog of non-heavy highway projects. Our most recent acquisition of the business of Professional Plumbers Group, Inc., a company that provides plumbing installations for new housing in the greater Dallas-Ft. Worth area, expanded our residential service offerings in Texas. Finally, we believe continuing expansion of both the building solutions and e-infrastructure business, as well as other acquisition opportunities, will lead to further penetration into adjacent markets. Corporate Social Resp

Executive Compensation Highlights

Executive Compensation Highlights During the last few years, we have made several key enhancements to our executive compensation programs: Majority of CEO equity awards are performance-based Double-Trigger vesting of equity awards in a change-of-control Performance-based equity earned is based upon absolute and relative performance We are committed to developing and maintaining executive compensation practices that enhance the performance of the Company and long-term value for its shareholders. Compensation Program Best Practices:

Executive Compensation Program: majority of NEO compensation is performance-based, at risk compensation

Executive Compensation Program: majority of NEO compensation is performance-based, at risk compensation. No Tax Gross-Ups: we do not provide any tax gross ups to our executive officers. Rigorous and Transparent Incentive Plans: payouts under our short and long-term incentive programs are tied to the achievement of specific quantitative performance metrics. Anti-Hedging Policy: we prohibit our executive officers from entering into hedging arrangements with respect to our securities. Stock Ownership Guidelines: applicable to executive officers. New Clawback Policy: adopted in October 2023 for incentive-based compensation awards to our NEOs. Anti-Pledging Policy: We prohibit our executive officers from pledging our securities. No Guaranteed Bonuses: We do not guarantee bonus payments to our executive officers. Majority of NEO Equity Performance-Based: effective for 2024 awards, performance-based equity will account for 60% of annual LTI value. Long-Term Incentives Based on Absolute and Relative Performance: effective for 2024 awards, performance-based equity will be earned based upon EPS versus a cumulative 3 year goal and total shareholder return compared to peers. "Double Trigger" Vesting: effective for 2024 awards, award agreements include a "double trigger" provision where executives are only eligible for change of control benefits upon a qualifying termination. Independent Compensation Consultant: our committee retains an independent consultant to provide advice on executive compensation. Corporate Governance Board Governance Guidelines; Code of Business Conduct We are committed to strong and effective governance practices that are intended to promote and protect the interests of our shareholders. Our board governance guidelines, along with the charters of the standing committees of our board, provide the framework for the governance of the Company and reflect the board's commitment to monitor the effectiveness of policy and decision making at

View Full Filing

View this DEF 14A filing on SEC EDGAR