Sterling Infrastructure (STRL) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 8, 2025, to elect six directors, approve executive compensation, and ratify the external auditor; shareholders of record as of March 11, 2025, are eligible to vote.

• 2024 saw record revenues of $2.12 billion (up 7.3%), net income of $257.5 million, and a year-end backlog of $1.69 billion with a 16.7% gross margin.

• Total shareholder return for 2024 was 91.6%, with a market cap increase of over 90% and $70.6 million in share repurchases.

• Board and committee structures emphasize independence, diversity, and strong governance, with 5 of 6 directors independent and all committees fully independent.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of six director nominees, (2) advisory approval of executive compensation, and (3) ratification of Grant Thornton LLP as independent auditor for 2025.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by November 25, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of six members, five independent; separate Chair and CEO roles.

• Recent board refreshment includes the addition of William T. Bosway in March 2024, bringing further public company and infrastructure experience.

• Board diversity and tenure are emphasized, with an average tenure of five years and average age of 62.

• Committees: Audit, Compensation and Talent Development, and Corporate Governance/Nominating, all composed of independent directors.

• Annual board and committee evaluations, with recent improvements including rotation of committee chairs and addition of financial experts.

• Stock ownership guidelines require directors to hold shares valued at five times their annual cash retainer.