Dycom Industries Inc DEF 14A, filed Apr 11, 2025

Dycom Industries Inc (DY)

DEF 14A 2025-04-11 For: 2025-05-22

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Added on June 12, 2026

About this DEF 14A

Dycom Industries Inc filed this DEF 14A on April 11, 2025.

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☑			Filed by the Registrant			☐			Filed by a party other than the Registrant


CHECK THE APPROPRIATE BOX:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


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Voting Items
Elect the three directors named in the Proxy Statement;
Approve, by non-binding advisory vote, executive compensation;
Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for fiscal 2026;
Transact such other business as may properly be brought before the Annual Meeting, and any adjournments or postponements of the Annual Meeting.

			YOUR VOTE IS IMPORTANT



NOTICE OF ANNUAL MEETING OF SHAREHOLDERS						1


PROXY STATEMENT SUMMARY						3

Director Nominees						3


PROPOSAL 1 ELECTION OF DIRECTORS						4

Nominees for Election at this Meeting						4
Directors Whose Terms Expire at the 2025 Annual Meeting						6
Directors Whose Terms Expire at the 2026 Annual Meeting						6
Directors Whose Terms Expire at the 2027 Annual Meeting						8


CORPORATE GOVERNANCE HIGHLIGHTS						9


MISSION & VALUES						11

Dycom Mission & Values						11


BOARD OF DIRECTORS AND CORPORATE GOVERNANCE INFORMATION						12

Board Leadership Structure						12
Committees of the Board						13
Selection of Directors						18
Board Role in Risk Oversight						19
Board Practices, Policies and Processes						20
Certain Relationships and Related Transactions						24


DIRECTOR COMPENSATION						25

Compensation of Non-Employee Directors						25
Director Compensation Table						26


PROPOSAL 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION						28

202 4 Say-on-Pay Advisory Vote Results						28



IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, MAY 22, 2025 The Notice, Proxy Statement and 2025 Annual Report to Shareholders are available on the internet at www.proxyvote.com.



COMPENSATION HIGHLIGHTS FOR FISCAL YEAR 2025						29


EXECUTIVE COMPENSATION						32

Compensation Discussion and Analysis						32
Compensation Committee Report						51
Summary Compensation Table						52
Grant of Plan-Based Awards Table						53
Outstanding Equity Awards Table						54
Option Exercises and Stock Vested Table						56
CEO Pay Ratio						57
202 5 Pay Versus Performance Table and Supporting Narrative						58
Potential Payments Upon Termination of Employment or Change of Control						61
Employment and Separation Agreements						64


PROPOSAL 3 RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT AUDITOR						67

General						67
Principal Accounting Firm Fees						67
Audit Committee Pre-Approval of Audit and Non-Audit Services						67


AUDIT COMMITTEE REPORT						68


EQUITY COMPENSATION PLAN INFORMATION						69


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT						70


GENERAL INFORMATION						72

Questions and Answers About the 2024 Annual Meeting and Voting						72
Additional Information						75


			Time and Date: Thursday, May 22, 2025, at 10:00 a.m. Eastern Time.


			Location: The Annual Meeting can be attended via a virtual meeting portal. You may attend the Annual Meeting and vote by visiting www.virtualshareholdermeeting.com/DY2025. If you plan to attend the Annual Meeting, please follow the voting and registration instructions as outlined in this Proxy Statement.


			Record Date: Shareholders of record as of the close of business on March 24, 2025 are entitled to vote.


			Voting: Each outstanding share of common stock is entitled to one vote. You may vote by telephone, internet, mail, or by virtually attending the Annual Meeting. Please see “How Do I Vote?” on page 73.


			Attendance: To attend the Annual Meeting, please follow the instructions contained in “Who may attend the Annual Meeting?” on page 72.


Name	Age	Director Since	Committee Memberships
Eitan Gertel	63	2016	Audit, Compensation, Corporate Governance
Richard K. Sykes	65	2018	Corporate Governance (Chair), Executive
Daniel S. Peyovich	49	2024	Executive (Chair)



PROPOSAL 1		Election of Directors

	The Board of Directors recommends that shareholders vote FOR the election of Eitan Gertel, Richard K. Sykes and Daniel S. Peyovich as directors.



Eitan Gertel INDEPENDENT DIRECTOR SINCE 2016 TERM EXPIRES 2025 AGE 63 DYCOM COMMITTEES: •Audit •Compensation •Corporate Governance			EXPERIENCE Mr. Gertel served as the Chief Executive Officer and a director of Finisar Corporation from 2008 to 2015 following the completion of the merger between Finisar and Optium Corporation. Prior to that, Mr. Gertel served as Chief Executive Officer and Chairman of the Board of Optium from 2004 to 2008 and as the President and a director of Optium from 2001 to 2004. From 1995 to 2001, Mr. Gertel served as Corporate Vice President and General Manager of the former transmission systems division of JDS Uniphase Corporation, a provider of broadband test and management solutions and optical products. Mr. Gertel currently serves as the Chairman of the Board of Opsys Technologies and as a member of the Board of Cylite Pty Ltd, each a privately held company. He joined the Board of each company in 2016. SKILLS AND EXPERTISE Mr. Gertel has significant executive-level experience in the telecommunications industry, including experience in business leadership, operations and strategy, and technical experience. This experience allows Mr. Gertel to bring to the Board significant knowledge of corporate strategy, corporate finance, and mergers and acquisitions, as well as substantial operational knowledge of the industry.



Richard K. Sykes INDEPENDENT CHAIRMAN OF THE BOARD DIRECTOR SINCE 2018 TERM EXPIRES 2025 AGE 65 BOARD CHAIR DYCOM COMMITTEES: •Corporate Governance (Chair) •Executive			EXPERIENCE Mr. Sykes is a former Senior Partner of McKinsey & Company, Inc. Mr. Sykes was a Management Consultant with McKinsey from February 1996 to his retirement in August 2017. During this period, Mr. Sykes served clients in the industrial, consumer and healthcare industries focusing on issues of enterprise transformation, strategy, operations and organization. During his career at McKinsey, Mr. Sykes served in multiple firm-level leadership roles, including as Managing Partner of McKinsey’s Midwest Office, and as a member of McKinsey’s diversity and inclusion program. From 1990 to 1995, Mr. Sykes was a Vice President and Partner at A.T. Kearney, a global management consulting firm. Prior to that, he held engineering and management roles in the manufacturing businesses of Eli Lilly and Company. SKILLS AND EXPERTISE Mr. Sykes has extensive general business management and leadership experience, as well as particular in-depth knowledge and expertise in operations, enterprise transformation, organization and strategy. This experience and knowledge allows Mr. Sykes to bring to the Board significant expertise in strategic, financial and capital-related issues.



Daniel S. Peyovich NON-INDEPENDENT DIRECTOR SINCE 2024 TERM EXPIRES 2025 AGE 49 DYCOM COMMITTEES: •Executive (Chair)			EXPERIENCE Mr. Peyovich has been the Company’s President and Chief Executive Officer since November 30, 2024. Prior to that, Mr. Peyovich served as the Company’s President from October 2024 to November 2024, its President and Chief Operating Officer from June 2024 to October 2024, and as the Company’s Executive Vice President and Chief Operating Officer from May 2021 to June 2024. Upon joining the Company in January 2021 until May 2021, he was the Company’s Executive Vice President of Operations. Prior to joining the Company, Mr. Peyovich spent 21 years in various leadership and management roles at Balfour Beatty Construction, a leading international infrastructure group engaged in the development, building and maintenance of complex infrastructure, such as transportation, power and utility systems and commercial buildings. Mr. Peyovich served as the President of the Northwest Division of Balfour Beatty from 2014 to 2021 and as its President of the Washington State Division from 2012 to 2014. SKILLS AND EXPERTISE Mr. Peyovich’s service as the Company’s Chief Executive Officer and his prior leadership roles at the Company, including serving as President and Chief Operating Officer, brings to the Board a deep insight into the Company's people, operations, values and culture, as well as an extensive knowledge of the regulatory landscape, customer perspectives and complex issues facing the Company and the Company’s industry.



Stephen C. Robinson INDEPENDENT DIRECTOR SINCE 2021 TERM EXPIRES 2025 AGE 68 DYCOM COMMITTEES: •Audit •Finance OTHER PUBLIC DIRECTORSHIPS: FTI Consulting, Inc.			EXPERIENCE Mr. Robinson is subject to the Company’s mandatory retirement policy and will be retiring from the Board, in accordance with the policy, effective at the conclusion of the 2025 Annual Meeting. Mr. Robinson is a former litigation partner of the law firm of Skadden, Arps, Slate, Meagher & Flom from 2010 to 2021. Mr. Robinson previously served as a U.S. District Judge for the U.S. District Court for the Southern District of New York from 2003 to 2010. Prior to that, he was also a former U.S. Attorney for the District of Connecticut from 1998 to 2001 and was the Principal Deputy General Counsel for the Federal Bureau of Investigation from 1993 to 1995. Mr. Robinson has also served in multiple leadership and management roles, including as the Chief Executive Officer of Empower New Haven from 2002 to 2003 and as the Chief Compliance Officer of Aetna U.S. Healthcare from 1996 to 1998. SKILLS AND EXPERTISE Mr. Robinson has substantial legal experience with respect to government enforcement actions, corporate compliance and internal investigations and litigation. This experience allows Mr. Robinson to bring to the Board significant knowledge and expertise with respect to a variety of issues, including compliance and risk management, litigation matters, and government regulation and compliance.



Peter T. Pruitt, Jr. INDEPENDENT DIRECTOR SINCE 2018 TERM EXPIRES 2026 AGE 68 DYCOM COMMITTEES: •Audit (Chair) •Finance			EXPERIENCE Mr. Pruitt, a Certified Public Accountant, retired as a Senior Partner of Deloitte & Touche LLP in 2019 where he had been an auditor with Deloitte for 41 years. During his career at Deloitte, Mr. Pruitt served in multiple firm-level leadership roles, including as Deloitte’s Office Managing Partner for Florida and Puerto Rico. SKILLS AND EXPERTISE Mr. Pruitt has extensive audit and financial accounting expertise along with significant executive leadership experience. This wide-ranging experience allows Mr. Pruitt to bring to the Board a deep knowledge of accounting, risk management and financial reporting procedures.


TABLE OF CONTENTS



Independent Chairman of the Board Independence of eight of nine directors (with only our CEO being non-independent) All Board committees (except the Executive Committee) are composed exclusively of independent directors Majority voting for directors in uncontested elections Executive session meetings for independent directors Risk oversight by full Board and committees, including full Board review of comprehensive management report on enterprise-wide assessment of risks Board Continuing Education Program Annual Review of Committee Assignments Clawback Policy applicable to all current and former executive officers of the Company Robust director nomination process						Board takes active role in succession planning for senior management roles Comprehensive annual evaluations and self-assessments of our Board, its committees, and our Chairman and Chief Executive Officer Compensation program for non-employee directors aligns the interests of directors with those of the Company’s shareholders through a mix of cash and equity-based compensation Board review of Company business strategy Mandatory retirement age for directors at age 68 Limits on service on other boards Director term limits to ensure board refreshment Board oversight of cybersecurity risks, human capital matters and environmental, social and governance related issues


1			Non-Independent Director
8			Independent Directors


Mandatory Retirement Age and Term Limits



Laurie J. Thomsen INDEPENDENT DIRECTOR SINCE 2015 TERM EXPIRES 2026 AGE 67 DYCOM COMMITTEES: •Audit •Corporate Governance •Finance (Chair) OTHER PUBLIC DIRECTORSHIPS: The Travelers Companies, Inc.			EXPERIENCE Ms. Thomsen served as an Executive Partner of New Profit, Inc., a venture philanthropy firm, from 2006 to 2010, and she served on its board from 2001 to 2006. Prior to that, from 1995 to 2004, Ms. Thomsen was a co-founder and General Partner of Prism Venture Partners, a venture capital firm investing in healthcare and technology companies. From 1984 until 1995, Ms. Thomsen worked at the venture capital firm Harbourvest Partners in Boston, where she was a General Partner from 1988 until 1995. Ms. Thomsen was in commercial lending at U.S. Trust Company of New York from 1979 until 1984. SKILLS AND EXPERTISE Ms. Thomsen has extensive experience and expertise in investments, finance and the development of emerging businesses. In addition, Ms. Thomsen has board experience at a Fortune 100 publicly traded company. This experience allows Ms. Thomsen to bring to the Board substantial knowledge of accounting and financial controls, corporate finance structure and strategy, and governance practices, as well as significant experience with the growth and development of businesses and mergers and acquisitions. Ms. Thomsen’s expertise in investments and private equity also allows her to bring insight into capital management from an investor’s perspective.



Luis Avila-Marco INDEPENDENT DIRECTOR SINCE 2023 TERM EXPIRES 2026 AGE 56 DYCOM COMMITTEES: •Audit •Compensation			EXPERIENCE Mr. Avila-Marco served until December 2021 as the Senior Vice President of Strategy and Corporate Development of Cox Enterprises, Inc., a privately held company with investments in the broadband, automotive and media industries where he directed Cox’s corporate strategy and inorganic growth opportunities. Prior to that, Mr. Avila-Marco served as Executive Vice President of Strategy and Corporate Development for Juniper Networks, Inc., from 2008 to 2014, where he led all activities related to defining, communicating, and implementing corporate strategy. From 1994 to 2008, Mr. Avila-Marco served in multiple leadership roles for Scientific-Atlanta, a Cisco company, including Director of Worldwide Sales and Marketing, Director of Strategic Marketing and Corporate Development and Vice President of Corporate Strategic Planning. SKILLS AND EXPERTISE Mr. Avila-Marco has extensive executive leadership experience in the communications and technology industries, along with experience with mergers and acquisition, business development and venture capital investments. Mr. Avila-Marco's wide-ranging experience allows him to bring to the Board a deep knowledge of corporate strategy, corporate finance and operational issues common to our industry.



Jennifer M. Fritzsche INDEPENDENT DIRECTOR SINCE 2020 TERM EXPIRES 2027 AGE 54 DYCOM COMMITTEES: •Compensation (Chair) •Corporate Governance			EXPERIENCE Ms. Fritzsche is currently a Managing Director at Greenhill & Co. and previously served as the Chief Financial Officer and a director of Canopy Spectrum, LLC until April 2021. Ms. Fritzsche has been a Senior Industry and Innovation Fellow at Georgetown University’s McDonough School of Business since October 2019. She formerly served as a managing director and Senior Equity Analyst at Wells Fargo Securities (and its predecessor firms) from 1995 to 2020. During her career at Wells Fargo, Ms. Fritzsche served in multiple leadership and management roles, including as a Vice President and subsequently as a Managing Director of the Equity Research Group covering the telecommunications/cable services and communications infrastructure industries. Ms. Fritzsche previously served as a member of the Board of Directors of Wireless Telecom Group, Inc. from 2020 to 2023. SKILLS AND EXPERTISE Ms. Fritzsche has held senior level positions as an institutional equity analyst focused on the telecommunications/cable services and communications infrastructure industries and markets. This experience allows Ms. Fritzsche to bring to the Board substantial knowledge of capital markets, mergers and acquisitions and corporate finance related to our business, industry and competitors.



Carmen M. Sabater INDEPENDENT DIRECTOR SINCE 2022 TERM EXPIRES 2027 AGE 60 DYCOM COMMITTEES: •Compensation •Finance			EXPERIENCE Ms. Sabater, a Certified Public Accountant, is currently the Chief Financial Officer of Quirch Foods Parent, LLC, a national food distribution company with a portfolio of owned brands. She has served in that role since February 2002. Prior to that, Ms. Sabater was the Controller of MasTec, Inc. from 1994 to 1999 and was then appointed as its Chief Financial Officer, serving in that role until January 2002. Ms. Sabater was previously at Deloitte & Touche, LLP, as an auditor and then as a Senior Manager from 1985 to 1994. She also currently serves on the Board of the United Way of Miami and is the Finance Committee Chair and Vice Chair for the Board of the Public Health Trust for Jackson Health System in Miami Dade, Florida. Ms. Sabater is also a member of the Board of Trustees and Chair of the Finance Committee for the Carrollton School of Sacred Heart in Miami Dade, Florida. SKILLS AND EXPERTISE Ms. Sabater has extensive audit, accounting and financial expertise along with executive leadership experience. Her prior public company and telecommunications infrastructure experience allows Ms. Sabater to bring to the Board a significant knowledge of accounting, risk management, integration strategy, information technology and financial reporting procedures.


			Executive Leadership


			Corporate Governance


			Financial Expertise


			Telecommunications Industry Experience


			Strategy Development Experience


			Technology and Information Security Experience



Vision						Mission


To connect America.						To serve customers skillfully. To deliver results with discipline. To be accountable in all we do.



Values


						People Our people are at the heart of everything we do. They are our most important resource. Every day, we strive to create and maintain a healthy environment in which they can grow their skills, work collaboratively, and deliver high quality services to our customers.


						Safety An instinctually safe culture is our goal, ensuring our teams, and everyone who comes in contact with our work, gets home safely each day.


						Integrity We hold ourselves accountable to one another and treat others with respect. We are honest, forthright, and ethical in the work we perform and deliver every day.


						Innovation We continually challenge ourselves to improve our performance and solve problems, driving innovation, informed but unconstrained by our past experiences.


						Customer Focus Customers are at the forefront of everything we do. By understanding their needs and exceeding their expectations, we strive to be valued partners, delivering the high quality our customers require and building enduring relationships.


						Sustainability We manage all aspects of our business with accountability, understanding the economic, environmental, and social impacts our operations create for our people, stakeholders and the communities in which we work.



MEMBERS: Luis Avila-Marco Eitan Gertel Peter T. Pruitt, Jr. (Chair) Stephen C. Robinson Laurie J. Thomsen MEETINGS IN FISCAL 2025: 6			ROLES AND RESPONSIBILITIES The Audit Committee has responsibility for, among other things, assisting the Board of Directors in its oversight responsibilities with respect to: •creating and maintaining a corporate environment that supports the integrity of the financial reporting process; •the quality and integrity of the Company’s financial statements, related disclosures, and financial reporting; •internal controls over financial reporting, including information system controls and security, and management’s assessment of the adequacy and effectiveness of such controls; •compliance with applicable legal and regulatory requirements, including establishing procedures for receipt and review of complaints and reports; •independent auditor’s qualifications, independence and performance; •reviewing critical accounting policies and material communications with the independent auditors and management; •engaging with the Company’s Management Disclosure Committee on a quarterly basis to obtain feedback in connection with its review of financial statements, periodic reports and other public disclosures; •reviewing the risk disclosures in the Company’s periodic reports and other public disclosures and recommending mitigation actions to address any newly identified risks; •reviewing information technology and cybersecurity matters, including strategies, risks and cybersecurity threats, identification and mitigation plans and data privacy protection; •resolving disagreements between management and the Company’s independent auditors regarding financial reporting; •reviewing matters required to be discussed by the requirements of the Public Company Accounting Oversight Board; •reviewing off-balance sheet transactions, if any, with management and the independent auditors; •reviewing on a quarterly basis any material legal or regulatory matters, including any whistleblower complaints, with the Company’s General Counsel; •the performance of the Company’s internal audit function and control functions; •policies with respect to risk assessment and risk management and the mitigation, as appropriate, of such risks; and •the fees paid to the Company’s independent auditor. The Board has reviewed the qualifications and experience of each of the Audit Committee members and determined that all members of the Audit Committee are “financially literate” as defined by the NYSE Listing Standards. The Board has determined that the Chair of the Audit Committee, Peter T. Pruitt, qualifies as an “audit committee financial expert” within the meaning of applicable regulations of the SEC, promulgated pursuant to the Sarbanes-Oxley Act of 2002, and has “accounting or related financial management expertise” within the meaning of the NYSE Listing Standards.



MEMBERS: Luis Avila-Marco Jennifer M. Fritzsche (Chair) Eitan Gertel Carmen M. Sabater MEETINGS IN FISCAL 2025: 14			ROLES AND RESPONSIBILITIES The Compensation Committee has responsibility for, among other things, assisting the Board in its oversight responsibilities with respect to: •the Company’s compensation philosophy, strategy and principles; •total compensation packages of the Chief Executive Officer and other executive officers; •corporate goals and metrics relevant to the compensation of the Chief Executive Officer and evaluating his performance in light of such objectives; •the Company’s equity-based and incentive compensation plans, policies and programs; •all employment agreements, consulting, retirement and severance agreements for executive officers; •selecting a peer group of companies to be used for purposes of determining competitive executive compensation packages; •recommending to the Board the compensation of the non-management directors; •administering the Company’s Clawback Policy; •reviewing the Compensation Discussion and Analysis included in this Proxy Statement; •reviewing and recommending for approval by the Board the Company’s recommendation with respect to the “Say-on-Pay” vote and the frequency of such future votes; and •reviewing the results of the “Say-on-Pay” vote and recommending whether to make any adjustments to the Company’s executive compensation policies and practices. The Compensation Committee has directly engaged Compensation Strategies, Inc. (the “Compensation Consultant”) as an independent compensation consulting firm to provide executive and director compensation consulting services to the Compensation Committee. During fiscal 2025, a representative of the Compensation Consultant attended twelve out of fourteen Compensation Committee meetings.



MEMBERS: Jennifer M. Fritzsche Eitan Gertel Richard K. Sykes (Chair) Laurie J. Thomsen MEETINGS IN FISCAL 2025: 11			ROLES AND RESPONSIBILITIES The Corporate Governance Committee has responsibility for, among other things, assisting the Board in its oversight responsibilities with respect to: •recommending to the Board the director nominees for election at the Company’s annual meeting of shareholders; •recommending to the Board qualified individuals to fill Board member vacancies; •recommending to the Board the appointment of officers of the Company; •reviewing and advising the Board on its leadership structure and the roles of Chairman of the Board and Chief Executive Officer; •reviewing periodically the number and functions of the committees of the Board and recommending to the Board the appointment of its members to serve on the committees; •evaluating on an annual basis the performance of individual directors and the independence of outside directors; •evaluating on an annual basis the performance of the Chief Executive Officer, including an assessment of his contribution and development of the Company’s culture of ethics and compliance, and submitting its evaluation to the Compensation Committee; •reviewing management succession and development plans; •reviewing and making recommendations to the Board regarding proposals of shareholders that relate to corporate governance; •reviewing and recommending to the Board changes in the Company’s Articles of Incorporation and Amended and Restated By-laws; •reviewing and assessing the adequacy of the Company’s process of handling communications to and from directors; •reviewing and assessing the adequacy of the Company’s policies and practices on corporate governance, including director education and onboarding and communication of Company governance and ethics guidelines; •reviewing matters relating to corporate responsibility and environmental, social and governance matters and human capital matters affecting the Company; •leading the Board and each committee in conducting each body’s annual performance self-evaluation; •overseeing the annual evaluation of the Board and its committees; and •developing and monitoring compliance with the Company’s corporate governance guidelines and codes of business conduct and ethics.



MEMBERS: Daniel S. Peyovich (Chair) Richard K. Sykes			ROLES AND RESPONSIBILITIES The Executive Committee is empowered to act for the full Board during intervals between Board meetings, with the exception of certain matters that by law may not be delegated.



MEMBERS: Peter T. Pruitt, Jr. Stephen C. Robinson Carmen M. Sabater Laurie J. Thomsen (Chair) MEETINGS IN FISCAL 2025: 8			ROLES AND RESPONSIBILITIES The Finance Committee has responsibility for, among other things, assisting the Board in its oversight responsibilities with respect to: •assisting the Board in meeting its fiduciary responsibilities relating to financing strategy, financial policies and the financial condition of the Company; •setting policy for short-term investments and monitoring the adequacy of the Company’s investment policy; •reviewing borrowing arrangements and repurchases of indebtedness; •reviewing financial risk management strategies; •reviewing certain proposed acquisition, joint venture and disposition plans; •reviewing material banking relationships and lines of credit; •reviewing material changes to the Company’s capital structure, financial arrangements and capital spending; and •recommending changes in the capital structure of the Company.



Identifying Director Candidates			The Corporate Governance Committee identifies and evaluates director candidates, which includes evaluating recommendations for director candidates, engaging third-party search firms, meeting from time to time to evaluate information and background materials relating to potential candidates, and the interviewing of selected candidates by members of the Corporate Governance Committee and the Board. Before nominating a sitting director for reelection, the Corporate Governance Committee will also consider the director’s performance on, participation in and contributions to the activities of the Board. The Corporate Governance Committee is open to considering director nominee candidates from many sources, including shareholders. If a shareholder wishes to recommend a nominee for director, written notice should be sent to the Secretary of the Company in accordance with the instructions set forth under “General Information—Additional Information—Submission of Proposals for Inclusion in 2026 Proxy Materials” on page 75 of this Proxy Statement. The Corporate Governance Committee will evaluate shareholder recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.



Director Qualifications			The Board and the Corporate Governance Committee ensure that the Board has the expertise required to fulfill all of its legal and regulatory requirements, including the requirements for each of its committees. The Board and the Corporate Governance Committee believe that the Board’s membership should reflect the experience, background, skills and personal characteristics required to represent the Company’s constituents and to meet its corporate governance, oversight and advisory functions. The Company believes that a board made up of qualified directors with differing skill sets and professional experience will contribute a variety of perspectives, opinions and experiences to board discussions and decisions and will result in creating balanced and thoughtful corporate strategies. Accordingly, in considering whether to recommend any particular candidate for inclusion in the slate of recommended director nominees, the Corporate Governance Committee will consider numerous attributes, including those described above, as well as the candidate’s integrity, business acumen, knowledge of the Company’s business and industry and experience that will complement the current members of the Board.



Conflicts of Interest			The Corporate Governance Committee assesses whether there is any conflict of interest with respect to the Company and the director nominee. This is accomplished through various means, including the performance of background checks and the completion of questionnaires by director candidates.



A Balanced Approach			The Corporate Governance Committee does not assign specific weights to particular criteria, and no particular criterion is a prerequisite for a prospective nominee. The Corporate Governance Committee believes that the backgrounds and qualifications of our directors, considered as a group, should provide an appropriate mix of background, experience, perspectives, personal characteristics, knowledge and abilities that will allow the Board to fulfill its responsibilities and operate effectively.



The Board takes an active role in overseeing enterprise-level risks both as the full Board, and through its committees. The committees of the Board are primarily responsible for the oversight of risk as follows:



the Audit Committee has oversight over the financial reporting, accounting and internal control risks. The Audit Committee also has oversight over cybersecurity and information security risk and reviews any potential conflicts of interest, including any proposed related party transactions. the Compensation Committee oversees the Company’s executive compensation arrangements, including the identification and management of risks that may arise from the Company’s compensation policies and practices. the Finance Committee has oversight over the Company’s financial exposure, including liquidity, credit and interest rate risks, and acquisition and disposition plans above a certain threshold. the Corporate Governance Committee has oversight over the establishment of practices and procedures that promote good governance, create a culture of ethics and compliance and mitigate governance risk. The Corporate Governance Committee is also responsible for reviewing the performance of the Board, our Chairman and Chief Executive Officer and individual directors. The Corporate Governance Committee ensures that each committee of the Board engages in an annual performance self-evaluation based upon criteria and processes established by the Corporate Governance Committee and focuses on succession planning for the Board and the executive officers of the Company.


Name(1)	Fees Earned or Paid in Cash (2)(3)			Stock Awards (3)(4)			Option Awards			Non-Equity Incentive Plan Compensation			Change in Pension Value and Nonqualified Deferred Compensation Earnings			All Other Compensation			Total
Luis Avila-Marco		$	55,000		$	214,480		$	—		$	—		$	—		$	—		$	269,480
Jennifer M. Fritzsche		$	134,500		$	169,480		$	—		$	—		$	—		$	—		$	303,980
Eitan Gertel		$	122,000		$	169,480		$	—		$	—		$	—		$	—		$	291,480
Peter T. Pruitt, Jr.		$	127,250		$	169,480		$	—		$	—		$	—		$	—		$	296,730
Stephen C. Robinson		$	107,250		$	169,480		$	—		$	—		$	—		$	—		$	276,730
Carmen M. Sabater		$	113,250		$	169,480		$	—		$	—		$	—		$	—		$	282,730
Richard K. Sykes		$	303,989		$	169,480		$	—		$	—		$	—		$	—		$	473,469
Laurie J. Thomsen		$	128,000		$	169,480		$	—		$	—		$	—		$	—		$	297,480


Name	Grant Date	Grant Date Fair Value of Restricted Stock/ Unit Awards			Grant Date Fair Value of Stock Option Awards
Luis Avila-Marco	1/29/2024		$	11,261		$	—
	4/29/2024		$	11,335		$	—
	5/23/2024		$	169,480		$	—
	7/29/2024		$	11,396		$	—
	10/28/2024		$	11,302		$	—
Jennifer M. Fritzsche	1/29/2024		$	11,261		$	—
	4/29/2024		$	11,335		$	—
	5/23/2024		$	169,480		$	—
	7/29/2024		$	9,081		$	—
	10/28/2024		$	9,042		$	—
Eitan Gertel	5/23/2024		$	169,480		$	—
Peter T. Pruitt, Jr.	5/23/2024		$	169,480		$	—
Stephen C. Robinson	1/29/2024		$	11,261		$	—
	4/29/2024		$	11,335		$	—
	5/23/2024		$	169,480		$	—
	7/29/2024		$	13,176		$	—
	10/28/2024		$	13,186		$	—
Carmen M. Sabater	1/29/2024		$	11,261		$	—
	4/29/2024		$	11,335		$	—
	5/23/2024		$	169,480		$	—
Richard K. Sykes	5/23/2024		$	169,480		$	—
Laurie J. Thomsen	5/23/2024		$	169,480		$	—


Name	Outstanding Unvested RSUs	Outstanding Stock Options
Luis Avila-Marco	2,022	—
Jennifer M. Fritzsche	2,739	—
Eitan Gertel	2,739	—
Peter T. Pruitt, Jr.	2,739	—
Stephen C. Robinson	2,739	—
Carmen M. Sabater	2,827	—
Richard K. Sykes	2,739	—
Laurie J. Thomsen	2,739	—



PROPOSAL 2		Advisory Vote on Executive Compensation

	The Board recommends that shareholders vote FOR the resolution approving, on a non-binding advisory basis, the compensation of the Named Executive Officers.


			The Company values the opinions of its shareholders and annually submits the compensation of its Named Executive Officers to a non-binding shareholder advisory “Say-on-Pay” vote. At our May 2024 Annual Meeting, approximately 97% of the votes cast on our “Say-on-Pay” proposal were cast for approval of the compensation of our Named Executive Officers. We believe that this indicates strong support for our continued focus on aligning our Named Executive Officer compensation programs with the interests of our shareholders. During fiscal 2025, we continued to focus on pay for performance, “at risk” compensation, and supporting the Company’s business goals and strategies while simultaneously discouraging excessive risk taking. On an ongoing basis, the Compensation Committee reviews the executive compensation program to ensure its continued alignment with the Company’s pay-for-performance philosophy and general market practices.


The Company believes these strong approval results demonstrate a desire by its shareholders that the Company maintain the current objectives and practices of its executive compensation program.