On February 12, 2024, Ronald A. Ballschmiede, Executive Vice President, Chief Financial Officer (“CFO”) and Chief Accounting Officer (“CAO”) and the Company’s principal financial officer and principal accounting officer of Sterling Infrastructure, Inc. (the “Company”), notified the Company of his plan to retire in 2024. On May 11, 2024, as part of its succession plan for Mr. Ballschmiede’s role, the Company’s Board of Directors appointed Sharon R. Villaverde as CFO and CAO and the Company’s principal financial officer and principal accounting officer, effective May 13, 2024 (the “Effective Date”). As part of the transition, Ms. Villaverde, age 50, will work with Mr. Ballschmiede, who will continue as Executive Vice President until his retirement. Ms. Villaverde previously joined the Company on March 4, 2024, as Vice President of Finance. From 2018 until joining the Company, Ms. Villaverde served as Vice President and CAO at Dycom Industries, Inc. Prior to that, she served as Vice President of Finance at Natus Medical Incorporated and in accounting and financial management roles at Lockheed Martin Corporation and Alcon Inc. Ms. Villaverde began her career as an accountant at Deloitte & Touche after earning a Bachelor of Science in Accounting from the University of Central Oklahoma. Ms. Villaverde is a Certified Public Accountant. Ms. Villaverde’s appointment is not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Ms. Villaverde and any director, executive officer or other person that would require disclosure under Item 401(d) of Regulation S-K. There are no transactions in which Ms. Villaverde has an interest requiring disclosure under Item 404(a) of Regulation S-K. In connection with her appointment, the Compensation Committee of the Board approved a compensation package for Ms. Villaverde consisting of cash and equity components. As of the Effective Date, Ms. Villaverde will have a base salary of $500,000. Ms. Villaverde will also be eligible to participate in the Company’s annual short-term cash-based incentive plan, under which Ms. Villaverde’s target cash payment will be equal to 75% of her base salary, with such payment to be calculated 75% based on the Company’s corporate financial metric(s) and 25% on non-financial strategic metrics. Ms. Villaverde will also be eligible to participate in the Company’s annual long-term, equity-based incentive plan, under which Ms. Villaverde’s target award will be 115% of her base salary, with 40% of the target award in the form of restricted stock units, subject to time-based vesting over three years, and 60% in the form of performance-based stock units, with payout based upon the achievement of certain performance metrics and vesting at the end of a three-year period. |