STRL 8-K
Sterling Infrastructure, Inc. (STRL)
8-K
2025-07-10
For: 2025-07-09
View Original
Added on
April 09, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 9, 2025
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2 of this chapter). | |||||
| Emerging growth company | |||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||||||||
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
On July 9, 2025, the Board of Directors (the “Board”) of Sterling Construction Company, Inc. (the “Company”) increased the size of the Board and appointed B. Andrew Rose and David Schulz as directors effective July 10, 2025. Mr. Rose and Mr. Schulz will serve until the Company's 2026 annual meeting of shareholders or until his successor is elected and qualified. Further, the Board has appointed Mr. Rose as a member of each of the Compensation and Talent Development Committee, and the Corporate Governance and Nominating Committee of the Board, and Mr. Schulz as a member of each of the Compensation and Talent Development Committee, and the Audit Committee of the Board. The Board determined that each of Mr. Rose and Mr. Schulz has no material relationship with the Company and is “independent” in accordance with the applicable NASDAQ listing standards and SEC rules. In addition, the Board determined that each of Mr. Rose and Mr. Schulz satisfies the additional director qualifications for members of the Compensation and Talent Development Committee, and Audit Committee, as applicable, set forth in the applicable NASDAQ listing standards and SEC rules, and that Mr. Schulz qualifies as an “audit committee financial expert” as such term is defined by the rules of the SEC. The appointment of Mr. Rose and Mr. Schulz was not pursuant to any arrangement or understanding between Mr. Rose and Mr. Schulz and any third party. As of the date of this report, neither Mr. Rose, or any of his immediate family members, nor Mr. Schulz, or any of his immediate family members, are a party, either directly or indirectly, to any transaction that would be required to be reported pursuant to Item 404(a) of Regulation S-K. The Company’s board is now comprised of eight directors, including seven independent directors. Mr. Rose and Mr. Schulz will be compensated consistent with the standard compensation program for non-employee directors, which includes a combination of cash and equity-based incentive compensation, which is described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 25, 2025, under the heading “Director Compensation.” In connection with their appointments to the Board, each of Mr. Rose and Mr. Schulz will receive a pro-rated award of shares of restricted stock valued at $111,698, with the number of shares determined based on the Company’s closing price on July 10, 2025. A copy of the Company’s press release issued on July 10, 2025, regarding Mr. Rose and Mr. Schulz appointments, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. | |||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 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. | ||
| STERLING INFRASTRUCTURE, INC. | |||||||||||
| Date: | July 10, 2025 | By: | /s/ Mark D. Wolf | ||||||||
| Mark D. Wolf | |||||||||||
| General Counsel and Corporate Secretary | |||||||||||
NEWS RELEASE
For Immediate Release:
July 10, 2025
Sterling Announces Appointment of B. Andrew Rose and David Schulz to its Board of Directors
THE WOODLANDS, TX – July 10, 2025 – Sterling Infrastructure, Inc. (NasdaqGS: STRL) ("Sterling" or "the Company") today announced the appointment of B. Andrew (Andy) Rose and David (Dave) Schulz to its Board of Directors, effective July 10, 2025. Mr. Rose was appointed to the Compensation and Talent Development Committee, and the Corporate Governance and Nominating Committee, and Mr. Schulz was appointed to the Compensation and Talent Development Committee, and the Audit Committee.
Andy Rose is a former CEO of a public company and has over 30 years of experience in finance, private equity, and industrial manufacturing and distribution. Most recently, he was President and CEO of Worthington Enterprises, a publicly traded manufacturer of consumer and building products. During his tenure, he served in key executive roles including Chief Financial Officer and President. Prior to Worthington, Mr. Rose held leadership roles in private equity as co-founder at Peachtree Equity Partners and as a senior investment professional at MCG Capital. He began his career in finance with positions at Wachovia Capital Associates and J.P. Morgan & Co. Mr. Rose holds a Master of Business Administration from Duke University and a Bachelor of Arts in Business Administration from the University of North Carolina.
Dave Schulz is a highly experienced executive with over 25 years of leadership experience in finance and operations. He currently serves as Executive Vice President and Chief Financial Officer at Wesco International, a publicly traded Fortune 500 company that provides business-to-business distribution, logistics services and supply chain solutions to the electrical, data communications and utility industries. Prior to joining Wesco, Mr. Schulz held senior finance and operations roles at Armstrong World Industries, Procter & Gamble, and The J.M. Smucker Company. Mr. Schulz began his career as an officer in the United States Marine Corps. Mr. Schulz holds a Bachelors of Science in Finance from Villanova University and a Master of Science in Management from the U.S. Naval Postgraduate School.
CEO and Chairman Remarks
Joe Cutillo, Sterling’s CEO, commented, “The Sterling Board and management team are pleased to welcome Andy and Dave to our organization. Their proven leadership and financial expertise - shaped by their diverse experience across public and private companies - bring meaningful strategic value to our organization. We look forward to working with them and drawing on their insight and experience as we advance and continue to grow.”
Roger Cregg, Chairman of Sterling's Board of Directors, added, "Andy and Dave bring a powerful combination of operational excellence, deep financial expertise, and a proven track record of leading organizations through transformation and growth. Their leadership and strategic insight will further strengthen our Board’s governance and position us to guide the company confidently as it continues to grow and evolve."
About Sterling
Sterling operates through a variety of subsidiaries within three segments specializing in E-Infrastructure, Transportation and Building Solutions in the United States, primarily across the Southern, Northeastern, Mid-Atlantic and Rocky Mountain regions and the Pacific Islands. E-Infrastructure Solutions provides advanced, large-scale site development services for manufacturing, data centers, distribution centers, warehousing, power generation and more. Transportation Solutions includes infrastructure and rehabilitation projects for highways, roads, bridges, airports, ports, rail and storm drainage systems. Building Solutions includes residential and commercial concrete foundations for single-family and multi-family homes, parking structures, elevated slabs, other concrete work, plumbing services, and surveys for new single-family residential builds. From strategy to operations, we are committed to sustainability by operating responsibly to safeguard and improve society’s quality of life. Caring for our people and our communities, our customers and our investors – that is The Sterling Way.
Joe Cutillo, CEO, “We build and service the infrastructure that enables our economy to run,
our people to move and our country to grow.”
our people to move and our country to grow.”
Sterling Infrastructure Contact
Noelle Dilts, VP of Investor Relations and Corporate Strategy
281-214-0795