UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers Election of Directors Appointment of Certain Officers Compensatory Arrangements of Certain Officers.
On June 21, 2024, William J. Fehrman, the President and Chief Executive Officer of Centuri Holdings, Inc. (the “Company”), informed the Company’s Board of Directors (the “Board”) of his decision to resign as President and Chief Executive Officer, effective July 31, 2024. Mr. Fehrman’s resignation was a personal decision to pursue another opportunity and was not the result of any disagreement with the Company. Mr. Fehrman will continue to serve as a member of the Board. The Board has initiated a search process in order to identify Mr. Fehrman’s successor. Until a permanent successor is identified, the Company has appointed Paul J. Caudill to serve as the Company’s interim Chief Executive Officer, effective July 31, 2024.
Mr. Fehrman will forfeit all of his unvested restricted stock units and cash incentive awards, and, pursuant to the terms of his employment agreement, Mr. Fehrman will be required to repay the $2.0 million signing bonus paid to him upon commencement of his employment with the Company. Following the effectiveness of his resignation as President and Chief Executive Officer, Mr. Fehrman will be paid the same cash compensation as the other non-employee directors on the Board, but he will not receive an equity award for his service on the Board for 2024.
Mr. Caudill, age 70, has served in a consulting role at the Company as a senior advisor to Mr. Fehrman since January 2024. Mr. Caudill also served on the Advisory Board for Centuri Group, Inc. from September 2018 until January 2024. Since 2019, Mr. Caudill has served as the Chief Utility Solutions Officer and on the Advisory Board for BrightNight, a renewable energy independent power producer serving customers in the United States and Asia Pacific. Previously, from 2013 to 2019, Mr. Caudill was the Chief Executive Officer of NV Energy, Inc., a subsidiary of Berkshire Hathaway Energy. Prior to his tenure at NV Energy, Inc., Mr. Caudill was President of MidAmerican Solar, LLC, a non-regulated subsidiary of Berkshire Hathaway Energy. Mr. Caudill led development, construction, and operation of two of the largest, at the time, solar power plants in the world. Mr. Caudill has extensive experience in commercial nuclear power plant operations and received training and career development opportunities with Bechtel Power Corporation, a leading global engineering, construction and project management company. Formerly, he served on the boards of NV Energy, Inc., Nevada Power Company, Sierra Pacific Power Company, NV Energy Foundation, the Nevada Military Support Alliance and the Western Folklife Center. Mr. Caudill graduated from the University of Arizona with a B.S. in public management and earned his M.B.A. in 2004 from Northwestern University’s Kellogg School of Graduate Management.
As of the filing of this Current Report on Form 8-K, the Compensation Committee of the Board and the Board have not finalized the compensation of Mr. Caudill in connection with his appointment as interim Chief Executive Officer. The Company will provide this information by filing an amendment to this Current Report on Form 8-K after the information is determined or becomes available. Mr. Caudill will also enter into an indemnification agreement with the Company substantially in the same form that the Company’s directors and executive officers have entered, which is filed as Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, filed with the U.S. Securities and Exchange Commission on May 8, 2024.
There are no arrangements or understandings between Mr. Caudill and any other person pursuant to which he was selected as interim Chief Executive Officer. There are no family relationships between Mr. Caudill and any director or executive officer of the Company. Since January 1, 2023, Mr. Caudill has received approximately $610,000 in compensation for his services as a consultant and as a member of the Centuri Group, Inc. Advisory Board.
| Item 7.01 | Regulation FD Disclosure |
The Company issued a press release earlier today announcing the resignation of Mr. Fehrman as President and Chief Executive Officer and the appointment of Mr. Caudill as interim Chief Executive Officer, in each case, as described in Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Exhibit | |
| 99.1 | Press Release of Centuri Holdings, Inc. dated June 26, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CENTURI HOLDINGS, INC. | ||||
| Date: June 26, 2024 |
By: | /s/ Gregory A. Izenstark | ||
| Gregory A. Izenstark | ||||
| Executive Vice President and Chief Financial Officer | ||||
Exhibit 99.1
Centuri Announces Leadership Transition
Bill Fehrman Will Be Stepping Down to Take CEO Role at American Electric Power
Board Appoints Former Centuri Advisory Board Member Paul Caudill as Interim CEO
PHOENIX – June 26, 2024 – Centuri Holdings, Inc. (NYSE: CTRI) (“Centuri”), today announced Bill Fehrman will be stepping down as President and CEO to take the CEO role at American Electric Power (Nasdaq: AEP), one of the nation’s largest publicly traded utility companies. He will continue in his role as President and CEO of Centuri until July 31, 2024. The Centuri Board has appointed Paul Caudill, former CEO of NV Energy, a Berkshire Hathaway Energy portfolio company, and Senior Advisor to the CEO and prior Centuri advisory board member, to succeed him as Interim President and CEO. Additionally, Mr. Fehrman will remain on Centuri’s Board of Directors until the Company transitions to a permanent CEO.
“With the successful launch as a public company earlier this year, Centuri is well positioned to grow as a standalone world-class utility infrastructure services platform,” said Karen Haller, Chair of Centuri’s Board of Directors. “Over the last decade-plus, our team has delivered long-term growth driven by our unique position in the market, our unwavering focus on safety and prioritizing recurring maintenance work for long-tenured blue-chip customers. At Centuri, the focus remains on driving customer growth at the operating companies. We will continue to execute the strategic plan developed with Bill including optimizing costs, effectively allocating capital and maintaining a balanced approach to growth.”
Ms. Haller continued, “As a long-time member of the Centuri advisory board and former CEO of NV Energy, a Berkshire Hathaway Energy portfolio company, Paul is uniquely prepared to step in as Interim CEO of Centuri. With more than four decades in the power and energy industry, he brings extensive energy, utility and industrial experience, including many of those years at the same company as Bill. Paul and Bill share the same relentless focus on operational excellence and driving disciplined growth. On behalf of the Board, I thank Bill for his contributions to Centuri as its CEO and wish him the best in his new role.”
“It has been an honor to lead and help refine Centuri’s strategy,” said Mr. Fehrman, Centuri’s outgoing President and Chief Executive Officer. “I remain confident in the strategy that has been implemented and Centuri’s ability to execute in the future. Centuri is a valued partner to many of the companies meeting North America’s growing energy demands and leading the energy transition, and I believe in the company’s opportunity for continued success as it delivers solutions across customers’ value chains. Paul has been a strong partner in developing Centuri’s strategy. I have greatly benefitted from his insights and expertise as an advisor over the past few months, and I know he is the right person to serve as Interim CEO.”
“I’m pleased to be named Interim CEO of Centuri,” said Mr. Caudill. “Centuri’s success is driven by its operational excellence and deep customer relationships across the regulated utilities industry. Working alongside the Board and management team, I look forward to building on our track record of long-term growth.”
Centuri has commenced a process to identify a permanent CEO.
About Paul Caudill
Mr. Caudill has served in a consulting role at Centuri as a senior advisor to the CEO since January 2024. He also served on the Advisory Board for Centuri Group, Inc. from September 2018 until January 2024. Mr. Caudill currently serves as Chief Utility Solutions Officer and on the Advisory Board for BrightNight, a renewable energy independent power producer serving customers in the United States and Asia Pacific. Prior to BrightNight, Mr. Caudill was CEO of NV Energy, Inc., a subsidiary of Berkshire Hathaway Energy, from 2013 to 2019. Mr. Caudill initially joined Berkshire Hathaway Energy in January 2012 as President of MidAmerican Solar, LLC, a non-regulated subsidiary, where he led development, construction, and operation of two of the largest solar power plants in the world at the time.
Prior to joining Berkshire Hathaway Energy, Mr. Caudill held executive positions with leading firms in the renewable and alternative energy industries. Mr. Caudill has extensive experience in commercial nuclear power plant operations and received training and career development opportunities with Bechtel Power Corporation, a leading global engineering, construction, and project management company.
Mr. Caudill previously served on the boards of NV Energy, Inc., Nevada Power Company, Sierra Pacific Power Company, NV Energy Foundation, the Nevada Military Support Alliance, and the Western Folklife Center.
Mr. Caudill graduated from the University of Arizona with a B.S. in public management and earned his M.B.A. from Northwestern University’s Kellogg School of Graduate Management.
About Centuri
Centuri Holdings, Inc. is a strategic utility infrastructure services company that partners with regulated utilities to build and maintain the energy network that powers millions of homes and businesses across the United States and Canada.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can often be identified by the use of words such as “will,” “predict,” “continue,” “forecast,” “expect,” “believe,” “anticipate,” “outlook,” “could,” “target,” “project,” “intend,” “plan,” “seek,” “estimate,” “should,” “may” and “assume,” as well as variations of such words and similar expressions referring to the future. The specific forward-looking statements made herein include (without limitation) statements regarding our expectation to continue to build on our track record of delivering consistent growth by serving our customers across the utility value chain; and our ability to continue to execute on our strategy and drive growth. A number of important factors affecting the business and financial results of Centuri could cause actual results to differ materially from those stated in the forward-looking statements. These factors include, but are not limited to, capital market risks and the impact of general economic or industry conditions. Factors that could cause actual results to differ also include (without limitation) those discussed in Centuri’s filings filed from time to time with the SEC. The statements in this press release are made as of the date of this press release, even if subsequently made available by Centuri on its website or otherwise. Centuri does not assume any obligation to update the forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments, or otherwise.
For Centuri investors, contact:
(623) 879-3700
For Centuri media information, contact:
Jennifer Russo
(602) 781-6958