NV5 Global, Inc.
200 South Park Road, Suite 350
Hollywood, Florida 33021
Telephone: (954) 495-2112

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SATURDAY,, JUNE 8, 2019:5, 2021: Our 20192021 Proxy Statement is enclosed. Financial and other information concerning NV5 Global, Inc. is contained in our Annual Report to Stockholders for the fiscal year ended December 29, 2018January 2, 2021 (“20182020 Annual Report”). A complete set of proxy materials relating to our 20192021 Annual Meeting, consisting of the Notice of 20192021 Annual Meeting of Stockholders, 20192021 Proxy Statement, proxy card and 20182020 Annual Report, is available on the Internet and may be viewed at http://www.edocumentview.com/NVEE.

 

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Table of Contents

	Page
			Page
PROXY STATEMENT			1
PROXY STATEMENT			1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE 20192021 ANNUAL MEETING			1
Proxy Materials			1
Voting Information			2
Attending the 20192021 Annual Meeting			6
CORPORATE GOVERNANCE			7 6
Governance Information			7
Board and Committee Membership			10
PROPOSAL NO. 1			12
Director Nominees			12 13
EXECUTIVE OFFICERS			15
PROPOSAL NO. 2			16
Audit and Non-Audit Fees			16 17
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			17
REPORT OF THE AUDIT COMMITTEE			17
COMPENSATION DISCUSSION AND ANALYSIS			18 19
REPORT OF THE COMPENSATION COMMITTEE			26 27
EXECUTIVE COMPENSATION			26 27
Compensation of Named Executive Officers			26 27
Summary Compensation Table			27 28
Pay Ratio Disclosure			28 29
Outstanding Equity Awards at Fiscal Year-End			28 30
Executive Employment Agreements			29 31
Change in Control Provisions, Severance Benefits and Employment Agreements			31 32
Compensation of Directors			33 34
Equity Incentive Compensation Plan Information			34 35
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			35
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	35
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	35 37
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			39
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			39
PROPOSAL NO.3			38 39
PROPOSAL NO.4			38
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	39
STOCKHOLDER PROPOSALS OR NOMINATIONS TO BE PRESENTED AT NEXT ANNUAL MEETING	39 40
TRANSACTION OF OTHER BUSINESS			40 41
STOCKHOLDERS SHARING THE SAME LAST NAME AND ADDRESS			40 41
AVAILABILITY OF ANNUAL REPORT ON FORM 10-K AND 2018 ANNUALAND 2020 ANNUAL REPORT TO STOCKHOLDERS			40 41

 

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200 South Park Road, Suite 350
Hollywood, Florida 33021

PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE 2019 Annual2021 ANNUAL MEETING

Proxy Materials

Why am I receiving these materials?

The Board of Directors (the “Board”) of NV5 Global, Inc. (the “Company” or “NV5”) has made these proxy materials available to you on the Internet, or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the solicitation of proxies for use at the Company’s 20192021 Annual meeting of stockholders (the “2019“2021 Annual Meeting”), which will take place on Saturday, June 8, 20195, 2021 at 9:00 a.m., local time, at the Red Rock Casino Resort & Spa located at 11011 W Charleston Blvd., Las Vegas, Nevada 89135. Pacific Time, as a virtual meeting conducted via live webcast.

As a stockholder, you are invited to attendparticipate in the 20192021 Annual Meeting and are requested to vote on the proposals described in this 20192021 Proxy Statement (the “2019“2021 Proxy Statement”). This 20192021 Proxy Statement includes information that we are required to provide to you under Securities and Exchange Commission (“SEC”) rules and is designed to assist you in voting your shares.

What is included in these materials?

The proxy materials include:

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our 2019 Proxy Statement for the 2019 Annual Meeting;

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our annual report to stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 29, 2018 (the “2018 Annual Report”); and

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the proxy card or a voting instruction card for the 2019 Annual Meeting.

•our 2021 Proxy Statement for the 2021 Annual Meeting;

•our annual report to stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended January 2, 2021 (the “2020 Annual Report”); and

•the proxy card or a voting instruction card for the 2021 Annual Meeting.

Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?

In accordance with rules adopted by the SEC, we may furnish proxy materials, including this 20192021 Proxy Statement and our 20182020 Annual Report, to our stockholders by providing access to such documents over the Internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”), which was mailed to most of our stockholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. If you would like to receive a paper copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice of Internet Availability.

How can I access the proxy materials over the Internet?

The Notice of Internet Availability, proxy card or voting instructions card will contain instructions on how to:

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access and view our proxy materials for the 2019 Annual Meeting over the Internet; and

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how to vote your shares.

•access and view our proxy materials for the 2021 Annual Meeting over the Internet; and

•how to vote your shares.

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If you choose to receive our future proxy materials electronically, it will save us the cost of printing and mailing documents to you and will reduce the impact of printing and mailing these materials on the environment. If you choose to receive future proxy materials electronically, you will receive an e-mail next year with instructions containing a link to the website where those materials are available. Your election to receive proxy materials electronically will remain in effect until you terminate it.

How may I obtain a paper copy of the proxy materials?

Stockholders receiving a Notice of Internet Availability will find instructions in that notice about how to obtain a paper copy of the proxy materials. Stockholders receiving a Notice of Internet Availability by e-mail will find instructions in that e-mail about how to obtain a paper copy of the proxy materials. Stockholders who have previously submitted a standing request to receive paper copies of our proxy materials will receive a paper copy of the proxy materials by mail.

What shares are included on the proxy card?

If you are a stockholder of record, you will receive only one proxy card for all the shares you hold of record in certificate form and in book-entry form.

If you are a beneficial owner, you will receive voting instructions from your broker, bank or other holder of record.

What is “householding” and how does it affect me?

We have adopted a procedure approved by the SEC called “householding.” Under this procedure, stockholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the Notice of 20192021 Annual Meeting of Stockholders, 20192021 Proxy Statement and 20182020 Annual Report, unless we are notified that one or more of these stockholders wishes to continue receiving individual copies. This procedure will reduce our printing costs and postage fees.

Stockholders who participate in householding will continue to receive separate proxy cards.

If you are eligible for householding, but you and other stockholders of record with whom you share an address currently receive multiple copies of the Notice of 20192021 Annual Meeting of Stockholders, 20192021 Proxy Statement and 20182020 Annual Report, or if you hold stock of the Company in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, please contact the Corporate Secretary of the Company by sending a written request to NV5 Global, Inc., Corporate Secretary, 200 South Park Road, Suite 350, Hollywood, Florida 33021, or by calling (954) 495-2112.

If you participate in householding and wish to receive, free of charge, a separate copy of the Notice of 20192021 Annual Meeting of Stockholders, 20192021 Proxy Statement and 20182020 Annual Report, or if you do not wish to continue to participate in householding and prefer to receive separate copies of these documents in the future, please contact the Corporate Secretary of the Company, as set forth above.

If you are a beneficial owner, you can request information about householding from your broker, bank or other holder of record.

Voting Information

What items of business will be voted on at the 20192021 Annual Meeting?

The items of business scheduled to be voted on at the 20192021 Annual Meeting are:

1.

To elect seven Directors to hold office until the next annual meeting and until their respective successors are elected and qualified.

	2.	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2019.
	3.	To conduct a non-binding advisory vote to approve the compensation paid to the Company’s named executive officers (the “Say on Pay Proposal”).
	4.	To conduct a non-binding advisory vote to determine the frequency of the non-binding advisory vote on executive compensation (the “Say on Pay Frequency Proposal”).
	5.	To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

1.To elect seven Directors to hold office until the next annual meeting and until their respective successors are elected and qualified.

2.To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 1, 2022.

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3.To conduct a non-binding advisory vote to approve the compensation paid to the Company's named executive officers (the "Say on Pay Proposal").

We will also consider any other business that properly comes before the 20192021 Annual Meeting.

How does the Board recommend that I vote?

The Board unanimously recommends that you vote your shares:

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“FOR” the election of each of the nominees for Director listed in Proposal No. 1.

	●	“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2019.
	●	“FOR” the non-binding advisory vote to approve the compensation of our named executive officers.
	●	“FOR” every “Two Years” for the Say on Pay Frequency Proposal.

•“FOR” the election of each of the nominees for Director listed in Proposal No. 1.

•“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending January 1, 2022.

•"FOR" the non-binding advisory vote to approve the compensation of our named executive officers.

Who is entitled to vote at the 20192021 Annual Meeting?

Only stockholders of record at the close of business on Wednesday,Friday, April 10, 20199, 2021 (the “Record Date”) will be entitled to vote at the 20192021 Annual Meeting. As of the Record Date, 12,565,11514,934,951 shares of the Company’s common stock were outstanding and entitled to vote. Each share of our common stock outstanding on the Record Date is entitled to one vote on each of the seven Director nominees and one vote on each other matter.

Is there a list of stockholders entitled to vote at the Annual Meeting?

The names of stockholders of record entitled to vote at the 20192021 Annual Meeting will be available online at the 20192021 Annual Meeting. We will also make a list of these stockholders available for ten days prior to the 20192021 Annual Meeting between the hours of 9:00 a.m. and 4:30 p.m., local time, at our principal executive offices at 200 South Park Road, Suite 350, Hollywood, Florida 33021. If you would like to examine the list for any purpose germane to the 20192021 Annual Meeting prior to the meeting date, please contact our Corporate Secretary.

How can I vote if I own shares directly?

Most stockholders do not own shares registered directly in their name, but rather are “beneficial holders” of shares held in a stock brokerage account or by a bank or other nominee (that is, shares held “in street name”). Those stockholders should refer to “How can I vote if my shares are held in a stock brokerage account, or by a bank or other nominee?” below for instructions regarding how to vote their shares.

If, however, your shares are registered directly in your name with our transfer agent, Computershare, you are considered, with respect to those shares, the stockholder of record, and these proxy materials are being sent directly to you. You may vote in the following ways:

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By Mail: Votes may be cast by mail, as long as the proxy card or voting instruction card is delivered in accordance with its instructions prior to 4:00 p.m., Eastern Time, on Friday, June 9, 2019. Stockholders who have received a paper copy of a proxy card or voting instruction card by mail may submit proxies by completing, signing and dating their proxy card or voting instruction card and mailing it in the accompanying pre-addressed envelope.

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In Person: Attend the 2019 Annual Meeting and vote your shares in person.

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By Phone or Internet: Stockholders may vote by phone or Internet by following the instructions included in the proxy card they received.

•By Mail: Votes may be cast by mail, as long as the proxy card or voting instruction card is delivered in accordance with its instructions prior to 4:00 p.m., Eastern Time, on Friday, June 4, 2021. Stockholders who have received a paper copy of a proxy card or voting instruction card by mail may submit proxies by completing, signing and dating their proxy card or voting instruction card and mailing it in the accompanying pre-addressed envelope.

•By Attending the Meeting: Please follow the instructions in the "How can I participate and vote in the 2021 Annual Meeting" section of this proxy statement.

•By Phone or Internet: Stockholders may vote by phone or Internet by following the instructions included in the proxy card they received.

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Whichever method you select to transmit your instructions, the proxy holders will vote your shares in accordance with those instructions.

If you vote by mail without giving specific voting instructions, your shares will be voted:

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“FOR” Proposal No. 1 – Election of the seven Director nominees named herein to the Board of Directors.

	●	“FOR” Proposal No. 2 – Ratification of the appointment of our independent registered public accounting firm.
	●	“FOR” Proposal No. 3 – The non-binding advisory vote to approve the compensation of our named executive officers.
	●	“FOR” every “Two Years” for Proposal No. 4 – The Say on Pay Frequency Proposal.

•“FOR” Proposal No. 1 – Election of the seven Director nominees named herein to the Board of Directors.

•“FOR” Proposal No. 2 – Ratification of the appointment of our independent registered public accounting firm.

•“FOR” Proposal No. 3 – The non-binding advisory vote to approve the compensation of our named executive officers.

If no specific instructions are given, the shares will be voted in accordance with the recommendation of our Board and as the proxy holders may determine in their discretion with respect to any other matters that properly come before the meeting.

How can I vote if my shares are held in a stock brokerage account, or by a bank or other nominee?

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name,” and your broker or nominee is considered the “stockholder of record” with respect to those shares. Your broker or nominee should be forwarding these proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote, and you are also invited to attendparticipate in the 20192021 Annual Meeting unless you obtain a legal proxy from your brokerage firm or bank.Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the 2019 Annual Meeting.unless you obtain a legal proxy from your brokerage firm or bank. If a broker, bank or other nominee holds your shares, you will receive instructions from them that you must follow in order to have your shares voted.

What is a quorum for the Annual Meeting?

The presence of the holders of stock representing a majority of the voting power of all shares of stock issued and outstanding as of the Record Date, represented in person or by proxy, is necessary to constitute a quorum for the transaction of business at the 20192021 Annual Meeting. In accordance with Delaware law, the board of directors has authorized that the annual meeting be held via virtual meeting, and accordingly, stockholders and proxy holders virtually attending the annual meeting are deemed present in person for purposes of determining the presence of a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker) or if you participate in, and vote in personelectronically at, the 20192021 Annual Meeting. Abstentions and broker non-votes will be counted as present for purposes of determining a quorum.

What is the voting requirement to approve each of the proposals?

Proposal

Proposal

Vote Required

Broker Discretionary Voting Allowed

No. 1 - Election of Directors

Director nominees receiving the highest number of “FOR” votes

No

No. 2 - Ratification of Appointment of Deloitte & Touche LLP

Majority vote of shares present and entitled to vote in person or by proxy

Yes

No.3No. 3 - Say on Pay Proposal

Majority vote of shares present and entitled to vote in person or by proxy

No

No. 4 – Say on Pay Frequency Proposal

Plurality of votes cast

No

For the election of Directors, the seven Director nominees who receive the highest number of “FOR” votes will be elected as Directors. You may vote “FOR” or “WITHHOLD” with respect to each Director nominee. Votes that are withheld will be excluded entirely from the vote with respect to the nominee from which they are withheld and will have the same effect as an abstention. The ratification of the appointment Deloitte & Touche LLP and the Say on Pay Proposal each requires the affirmative vote of a majority of the shares present and entitled to vote either in person or by proxy. The Say on Pay Proposal will be approved if the votes cast “For” the proposal exceed the votes cast “Against” the proposal. While this advisory vote on executive compensation is non-binding, the Board of Directors and the Compensation and Nominating Committee will review the voting results and seek to determine the cause or causes of any significant negative voting result. Abstentions and broker non-votes will not be counted as votes cast and accordingly, will not have an effect on this Proposal No. 3. The Say on Pay Frequency Proposal will be approved by a plurality of the votes cast for one of the choices presented. For purposes of the vote on this resolution, broker non-votes and other shares not voted will not be counted as votes cast and will have no effect on the result of the vote, although all shares for which proxies have been given will be considered present for the purpose of determining the presence of a quorum.

Any written notice of revocation or subsequent proxy card must be received by the Company’s Corporate Secretary prior to the taking of the vote at the 20192021 Annual Meeting.

Based upon all of the elements of independence set forth in the NASDAQ Listing Rules, the Board has determined that each of the following non-employee Directors is independent and has no relationship with the Company, except as a Director and stockholder of the Company: Messrs. Jeffrey A. Liss, William D. Pruitt and François Tardan and Ms. Laurie Conner. Mr. Gerald J. Salontai, and François Tardan. Mr. Liss will retirewho resigned from his position from a member of the Board atin September 2020, was also determined to be independent during his time serving on the 2019 Annual Meeting.Board. The Board has determined that Ms. Laurie Conner,Mr. Michael Renshaw, candidate for election as a Director, will qualify as a non-employee “independent director”"independent director" for purposes of the NASDAQ Listing Rules and Rule 10A-3(b)(1) under the Exchange Act with no relationship with the Company, except as a Director and stockholder of the Company, following her electionshould he be elected at the 20192021 Annual Meeting.

Board of Director’s Role in Risk Oversight

Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of our Code of Business Conduct and Ethics. As required by the Sarbanes-Oxley Act of 2002, our Audit Committee has procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

Committee Charters

Qualifications: Mr. Wright has over 40 years of uninterrupted experience in managing and developing engineering companies. From early 2008 through late 2009, Mr. Wright served as the Chief Executive Officer of Nova Group Services. Prior to joining Nova Group Services, Mr. Wright served as the Chief Executive Officer of Bureau Veritas, U.S. (“BV”), where he was responsible for developing BV’s U.S. operations through strategic acquisitions and follow-on growth. Before Mr. Wright joined BV, it had a minimal presence in the United States; however, by the time Mr. Wright left BV in 2007, its U.S. operations employed 3,200 people in 67 offices and generated $280 million in revenue. Prior to BV, Mr. Wright founded U.S. Laboratories in 1993 and oversaw its growth to 1,000 employees and $80 million in revenue. Mr. Wright led U.S. Laboratories to a successful initial public offering in 1999 (NASDAQ: USLB), and, in 2001, U.S. Laboratories was named as the small cap growth stock of the year. Mr. Wright earned a Bachelor of Science degree in Engineering from Pacific Western University and is a board certified engineer in California.

Qualifications: Mr. Pruitt has served as General Manager of Pruitt Enterprises, LP and President of Pruitt Ventures, Inc. since 2000. Mr. Pruitt has approximatelymore than 20 years of experience as an independent board member for numerous companies and has held various roles as either member or chairman for these companies’ audit committees. These companies include MAKO Surgical Corp., a developer of robots for knee and hip surgery; Swisher Hygiene, Inc., a hygiene services company; the PBSJ Corporation, an international professional services firm; KOS Pharmaceuticals, Inc., a fully integrated specialty pharmaceuticals company and Adjoined Consulting, Inc., a full-service management consulting firm. From 1980 to 1999, Mr. Pruitt served as the managing partner for the Florida, Caribbean and Venezuela operations of the independent auditing firm of Arthur Andersen LLP. Mr. Pruitt earned a Bachelor of Business Administration degree from the University of Miami and is a Certified Public Accountant, in good standing.

The material in this chart is not soliciting material, is not deemed filed with the SEC and is not incorporated in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this 2019 Proxy Statement and irrespective of any general incorporation language in such filing.

The compensation for our NEOs consists of two primary elements: base salary and annual performance bonuses, the latter of which has been paid entirely in restricted stock in current periods. While we believe that our base salaries provide a fixed level of compensation necessary to attract and retain our executive officers, a significant portion of their compensation is in the form of variable annual performance bonuses.

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Salaries initially are negotiated and set forth in employment agreements with each of our executive officers and thereafter reviewed annually by the Compensation Committee, generally in March of each year. Salaries consider the performance of the executive, market data adjusted for individual qualifications, job requirements and individual performance. In 2018,2020, the Compensation Committee approved increases in the base salaries of our NEOs as shown in the table below:

These targets were derived in part from our 20182020 peer group and competitive survey analysis data and in part by the Compensation Committee's judgment on the internal equity of the positions and scope of job responsibilities. The targets are set by the Compensation Committee, and other than in the case of the CEO, are generally within the range set forth in the relevant NEO's employment agreement.

Our employment agreements provide for the payment of certain compensation and benefits in the event of termination of an executive’s employment following a change in control of NV5. The amount payable varies depending upon the reason for the payment. Providing for payments upon a change in control helps preserve NV5’s value by reducing any incentive for key executive officers to seek employment elsewhere if a change in control of NV5 is proposed or becomes likely. Moreover, on an ongoing basis, these arrangements help maintain the continuity of our management team, which we view as a driver of shareholder value. See “Change in Control Provisions, Severance Benefits and Employment Agreements,” below for a description of these provisions and a calculation of the amounts that would be payable thereunder if a change in control of NV5 had occurred on December 29, 2018.

January 2, 2021.