STERLING INFRASTRUCTURE INC (STRL)
Sector: Industrials
2026 Annual Meeting Analysis
STERLING INFRASTRUCTURE INC · Meeting: May 7, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Director Nominees
Bosway joined in 2024 (less than 24 months ago), so he is exempt from the TSR performance trigger; he is independent, serves on only one public company board (Gibraltar Industries), has no attendance issues, and brings relevant CEO and manufacturing experience.
Cregg has served since 2019 and STRL's 3-year price return of +1,068% outperforms the XLI benchmark by +992 percentage points, far exceeding the 65-point threshold needed to trigger a TSR-based against vote; he is independent, serves on one other public board (Westlake), and shows no attendance or qualification concerns.
Cutillo is the CEO-director and has served since 2017; STRL's exceptional 3-year TSR of +1,068% vs. XLI (+76%) produces a +992 percentage-point outperformance gap, which far exceeds the 65-point trigger threshold, so no TSR-based against vote applies; he serves on only one outside public board (NPK International) and has no attendance or qualification concerns.
Dill has served since 2021 and STRL's dominant TSR record means the TSR trigger does not apply; she is independent, serves on two other public boards (RYAM and Centuri Holdings), which is within the four-board limit for non-executive directors, and qualifies as an audit committee financial expert with no attendance issues.
O'Brien has served since 2019 and the company's outstanding TSR performance means no underperformance trigger fires; she is independent, chairs the compensation committee, serves on one other public board (AdvanSix), and brings relevant legal and governance expertise with no attendance concerns.
Rose joined effective July 10, 2025 (less than 24 months ago), so he is exempt from the TSR performance trigger; he is independent, serves on two other public boards (Trex and Greif), which is within the four-board limit, and contributes CEO-level industrial and finance experience with no attendance issues.
Schulz joined effective July 10, 2025 (less than 24 months ago), so he is exempt from the TSR performance trigger; he is independent, chairs the audit committee, qualifies as an audit committee financial expert, serves on no other public company boards, and brings strong CFO-level financial expertise with no attendance concerns.
Wilson has served since 2020 and STRL's 3-year TSR of +1,068% vs. XLI's +76% produces a gap of +992 percentage points, far above the 65-point trigger threshold so no TSR-based concern applies; he is independent, serves on three other public boards (Crown Holdings, Ingredion, DT Midstream), which is within the four-board limit for non-executive directors, and chairs the governance/nominating committee with no attendance issues.
All eight nominees receive a FOR vote. The company's 3-year total shareholder return of approximately +1,068% outperforms the XLI industrials benchmark by roughly +992 percentage points, which is far above the 65-point threshold needed to trigger a TSR-based against vote, so no director is flagged on performance grounds. Two nominees (Rose and Schulz) joined within the past 24 months and are exempt from the TSR trigger entirely. All directors are independent except the CEO, all committees are fully independent, attendance is strong (at least 95% for every director), no director is overboarded, and the board discloses a comprehensive skills matrix.
Say on Pay
✓ FORCEO
Joseph A. Cutillo
Total Comp
$8,414,685
Prior Support
>95%%
The CEO received total compensation of approximately $8.4 million in 2025, a level that is reasonable for a CEO of a ~$14 billion market-cap industrial company that delivered record revenue of $2.49 billion, record net income of $290 million, and 82% total shareholder return in the year. Pay structure is strongly performance-oriented: 84% of CEO target compensation is variable and at risk, with 60% of long-term incentive awards taking the form of performance stock awards tied to rigorous three-year cumulative EPS and relative total shareholder return goals, and annual bonuses are capped at 200% of target and tied to pre-established EBITDA and safety metrics. The program received greater than 95% shareholder support at the 2025 annual meeting, clawback policies are in place, there are no tax gross-ups or guaranteed bonuses, and the pay-for-performance alignment is strongly positive given STRL's multi-year outperformance of its peer group.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$1,367,251
Non-Audit Fees
$0
Grant Thornton charged $1,367,251 in audit fees in 2025 with zero non-audit fees, so the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire and the policy requires a FOR vote in that circumstance. No material financial restatements are noted, and Grant Thornton is a large national firm appropriate for a company of Sterling's size and complexity.
Overall Assessment
The 2026 Sterling Infrastructure annual meeting presents three standard proposals — director elections, say-on-pay, and auditor ratification — all of which receive a FOR vote. The company's extraordinary stock performance (3-year total return of approximately +1,068% vs. the XLI benchmark's +76%), strong financial results, well-structured performance-linked executive pay program, and clean auditor fee profile with zero non-audit fees support affirmative votes across the entire ballot.