CENTURI HOLDINGS INC (CTRI)
Sector: Industrials
2026 Annual Meeting Analysis
CENTURI HOLDINGS INC · Meeting: May 19, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CEO and director since December 2024, well within the 24-month new-director exemption from the TSR accountability trigger; no overboarding, attendance, or independence concerns apply to an executive director in this role.
Director since November 2025, well within the 24-month new-director exemption; no TSR trigger applies, and his financial and energy-sector background is relevant to Centuri's business.
Director since the April 2024 IPO; the 3-year TSR trigger cannot fire because the company has been public for less than 3 years, and her 35-plus years of energy industry experience and audit committee financial expertise are well-suited to Centuri's needs.
Director since the April 2024 IPO; the 3-year TSR trigger does not apply given the company's limited public history, and his background as a CFO and CEO of major utilities is highly relevant; no overboarding or attendance issues identified.
Director since the April 2024 IPO; the 3-year TSR trigger does not apply; while she is a non-independent director (as CEO of former parent Southwest Gas Holdings), she serves on no audit or compensation committees, so no independence-on-committee concern is triggered, and her deep knowledge of the company's core customer relationships is relevant context for the board.
Director and independent Chair since the April 2024 IPO; the 3-year TSR trigger does not apply, and his extensive financial and energy-sector experience, combined with his role chairing the board independently of management, supports a FOR vote.
Director since the April 2024 IPO; the 3-year TSR trigger does not apply; her 30-plus years in construction and finance, CPA credentials, and role chairing the Nominating and Corporate Governance Committee are well-matched to Centuri's business and governance needs.
Director since 2026, clearly within the 24-month new-director exemption; his 25-year track record leading Dycom Industries as a specialty contractor to utility infrastructure companies is directly relevant to Centuri's business.
Director since the April 2024 IPO; the 3-year TSR trigger does not apply, and his 39-plus years of utility industry leadership and prior service on Centuri's advisory board provide meaningful operational insight to the board.
All nine nominees receive a FOR vote. The company has been publicly listed for less than three years (IPO completed April 2024), so the 3-year TSR accountability trigger cannot fire for any director regardless of tenure. Several directors joined in 2025 or 2026 and fall within the 24-month new-director exemption in any event. No overboarding, attendance below 75%, or independence-on-committee violations were identified across the slate. The board discloses a skills matrix and each nominee has clear, relevant qualifications for Centuri's utility infrastructure services business.
Say on Pay
✓ FORCEO
Christian I. Brown
Total Comp
$4,265,042
Prior Support
98%%
CEO total compensation of $4,265,042 is reasonable for a utility infrastructure services company of Centuri's size ($2.6 billion market cap), with approximately 79% of the CEO's target pay structured as variable, at-risk compensation — well above the 50-60% threshold required by policy. The program uses meaningful performance metrics including Adjusted EBITDA, free cash flow, return on net assets, and safety measures, and the company earned above-target annual incentive payouts (130.7% of target) reflecting genuine performance: record revenue of $2.98 billion, 59% backlog growth, and strong free cash flow. The prior year Say on Pay vote received 98% support, reflecting broad shareholder approval, and the company maintains a compliant clawback policy and strong governance practices including stock ownership requirements and no excise tax gross-ups.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
23 yrs
Audit Fees
$3,106,000
Non-Audit Fees
$52,632
Non-audit fees (tax services of $50,474 plus other fees of $2,158, totaling $52,632) represent only about 1.7% of audit fees of $3,106,000, well below the 50% threshold that would trigger a concern. PwC's tenure of approximately 23 years (since 2002) is below the 25-year threshold that would require additional scrutiny. No material financial restatements were identified, and PwC is a Big 4 firm appropriate for Centuri's $2.6 billion market cap. All auditor ratification policy screens pass, supporting a FOR vote.
Actual Vote Results
Meeting held May 19, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Steven E. Nielsen | 99.9% | 82.6M | 93,494 | ✓ Elected |
| Christian I. Brown | 99.9% | 82.6M | 93,558 | ✓ Elected |
| Charles R. Patton | 99.9% | 82.6M | 102,463 | ✓ Elected |
| Karen S. Haller | 99.9% | 82.6M | 103,359 | ✓ Elected |
| Julie A. Dill | 99.7% | 82.4M | 264,916 | ✓ Elected |
| Andrew W. Evans | 99.7% | 82.4M | 282,554 | ✓ Elected |
| Christopher A. Krummel | 99.5% | 82.3M | 411,935 | ✓ Elected |
| Dustin DeMaria | 99.5% | 82.2M | 444,394 | ✓ Elected |
| Anne L. Mariucci | 79.5% | 65.8M | 16.9M | ✓ Elected |
Broker non-votes: 6.5M
Say on Pay
For 81.7M · Against 936,157 · Abstain 13,323
Auditor Ratification
For 88.7M · Against 522,189 · Abstain 11,934
Other Proposals
Proposal 3
Approval of the ESPP
Overall Assessment
The 2026 Centuri Holdings annual meeting presents four proposals: election of nine directors, advisory Say on Pay vote, approval of an employee stock purchase plan, and auditor ratification. All standard proposals (director elections, Say on Pay, and auditor ratification) receive FOR votes under this policy — the company is too newly public for the TSR director accountability trigger to apply, executive compensation is heavily performance-based with strong prior shareholder support, and PwC's fees and tenure are within acceptable ranges.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing