Cardinal Infrastructure Group (CDNL) Proxy filing summary

Executive summary

• First annual meeting as a public company scheduled for June 5, 2026, in a virtual-only format.

• Completed IPO in December 2025, raising $241.5 million; listed on Nasdaq under ticker CDNL.

• 2025 revenue reached $456 million (up 45% from 2024); net income was $31.1 million (up 10%).

• Backlog at year-end 2025 was $682 million, a 33% increase from prior year.

• Acquisition of A.L. Grading Contractors in February 2026 expanded geographic footprint and management expertise.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors and ratifying Grant Thornton LLP as independent auditor for 2026.

• Board recommends voting FOR all director nominees and FOR auditor ratification.

• No shareholder proposals or nominations were received for this meeting.

Board of directors and corporate governance

• Board consists of six nominees, including CEO Jeremy Spivey and five independent or non-executive directors.

• Board committees: Audit (Wimmer, Lee, Zelman), Compensation (Shanfelter, Wimmer, Zelman), Nominating & Governance (Lee, Wimmer, Shanfelter).

• Ivy Zelman serves as Lead Independent Director; CEO and Chair roles are combined.

• Board and committees did not meet in 2025 due to proximity of IPO to year-end.

• Corporate governance guidelines and code of conduct are in place and reviewed annually.