Christian I. Brown
About Christian I. Brown
Christian I. Brown, age 55, is President, Chief Executive Officer, and Director of Centuri Holdings, Inc. (CTRI) since December 3, 2024; he is not expected to serve on any Board committees and is classified as a non-independent director under NYSE rules . He previously served as CEO of EnerMech (2020–2024), CEO/Executive Director of Kentz Engineers & Constructors (2011–2014), and held senior roles at SNC-Lavalin, Foster Wheeler, and KBR; at Kentz, revenues grew from $700 million to $3.9 billion prior to its sale to SNC-Lavalin, where he later led the $3.8 billion acquisition/integration of Atkins PLC . Brown holds an MBA from Henley Management College and an HND in Mechanical Engineering from the University of Hull; he is a registered Professional Engineer with the UK Engineering Council . 2024 Centuri incentive metrics were Adjusted EBITDA, free cash flow, and safety (DART/TRIR), with achieved results of $233.5 million Adjusted EBITDA and $136.8 million free cash flow driving NEO bonus outcomes; Brown was not eligible for 2024 short‑term incentives due to his start date .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EnerMech | Chief Executive Officer | 2020–2024 | Led “One EnerMech” strategy, diversified into new high-growth end markets . |
| SNC-Lavalin (AtkinsRéalis) | President, Oil & Gas; Corporate Development Officer | 2014–2019 | Led $3.8B acquisition and integration of Atkins PLC, delivered cost savings and synergies . |
| Kentz Engineers & Constructors | Chief Executive Officer; Executive Director | 2011–2014 | Grew revenues from $700M to $3.9B; executed sale to SNC-Lavalin . |
| Foster Wheeler; KBR | Senior leadership roles | Various | Managed large-scale energy/infrastructure services across North America, Europe, Africa, Middle East, APAC . |
External Roles
No current public company directorships disclosed for Brown in CTRI filings .
Fixed Compensation
| Component | Details |
|---|---|
| Base Salary | $1,050,000 annually . |
| Target Annual Bonus | 110% of base salary, first eligible in 2025 . |
| Sign‑on Bonus | $500,000; subject to 100% clawback if terminated for cause or resigns other than for good reason before 1st anniversary (50% before 2nd anniversary) . |
| Sign‑on RSUs | $1.5 million grant value; 40% vesting at 1-year, 30% at 2-year, 30% at 3-year anniversaries of start date . |
| 2024 Reported Compensation | Salary $80,769; Bonus $500,000; Stock Awards $1,499,986; Total $2,080,755 . |
Performance Compensation
Annual Incentive Plan (Company structure and 2024 outcomes; Brown first eligible FY2025)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout (% of target) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 40% | $216.2M | $270.2M | $310.7M | $233.5M | 76.2% . |
| Free Cash Flow | 40% | $120.1M | $150.1M | $172.6M | $136.8M | 84.5% . |
| Safety – DART | 10% | 0.40 | 0.30 | 0.28 | 0.30 | 111.7% . |
| Safety – TRIR | 10% | 1.31 | 0.93 | 0.60 | 0.91 | 104.2% . |
| Total payout factor | — | — | — | — | — | 85.9% . |
Notes:
- Metrics and weights set by Compensation Committee; no payout unless at least 50% of target for both Adjusted EBITDA and FCF achieved .
- Adjustments excluded ~$11M of non-recurring/non-operational costs for compensation metric purposes .
Long-Term Incentive (2024 performance-based cash; Brown first eligible FY2025)
| Metric | Threshold (EV, $MM) | Target (EV, $MM) | Maximum (EV, $MM) | Actual (EV, $MM) | Payout | Vesting |
|---|---|---|---|---|---|---|
| 1-Year “Enterprise Value” (EV = Adjusted EBITDA×10 − net debt) | 1,492 | 1,755 | 2,106 | 1,361 | 0% | Any amounts earned would vest 25% on Mar 15, 2025; 25% Jan 1, 2026; 50% Jan 1, 2027 . |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial Ownership | “—” (less than 1% of outstanding shares) as of Feb 24, 2025 . |
| Unvested CTRI RSUs (12/29/2024) | 72,992 units; market value $1,409,476 (CTRI $19.31 at FY2024 close) . |
| Vesting Schedule (current RSUs) | 40% on Dec 3, 2025 (29,197), 30% on Dec 3, 2026 (21,898), 30% on Dec 3, 2027 (21,898) . |
| Director Ownership Guidelines | Non-employee directors must accumulate ≥5× cash retainer in CTRI stock within 5 years; all non-employee directors currently in compliance . |
| Clawback Policy | Company-wide clawback for erroneously awarded incentive compensation tied to financial reporting measures, covering prior 3 fiscal years upon restatement . |
| Pledging/Hedging | Not disclosed in reviewed sections. |
Employment Terms
| Provision | Details |
|---|---|
| CIC Definition | Sale of substantially all assets; acquisition of >50% stock; merger where pre-merger voting power falls below 50%; or Board turnover exceeding 50% in two years (with limited exceptions) . |
| Severance (CIC Double Trigger) | 3× base salary + 3× target annual bonus; 100% acceleration of unvested equity at target for performance awards . |
| Severance (Non-CIC) | 2× base salary + 2× target annual bonus; pro‑rated vesting of performance awards based on actual achievement; time-based equity accelerated per agreement . |
| Cause/Good Reason | Defined; includes material duty changes, relocation, or material breach; cure and notice periods specified . |
| Non-compete/Non-solicit | Executed under separate agreement per onboarding; restrictive covenants apply . |
| Indemnification & D&O | Standard indemnification agreement and D&O insurance provided . |
| Excise Tax Gross-Up | None; “best-net” approach applies for NEO Employment Agreements . |
Estimated payout illustrations as of December 29, 2024 (per Proxy):
| Scenario | Salary | Incentive | Welfare Benefits | LTI Acceleration | Outplacement | Total |
|---|---|---|---|---|---|---|
| CIC Double Trigger (Brown) | $3,150,000 | $3,465,000 | — | $1,409,476 | — | $8,024,476 . |
| Termination w/o Cause or for Good Reason (Brown) | $2,100,000 | $2,310,000 | — | $1,409,476 | — | $5,819,476 . |
Performance & Track Record
CTRI financial performance during Brown’s tenure (last 4 quarters):
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($USD) | $717,078,000* | $550,081,000* | $724,052,000* | $850,044,000* |
| EBITDA ($USD) | $77,130,000* | $21,510,000* | $66,381,000* | $73,148,000* |
Annual context:
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $2,899,276,000* | $2,637,229,000* . |
| EBITDA ($USD) | $289,267,000* | $232,166,000* |
Values retrieved from S&P Global.*
Context: 2024 incentive metrics were linked to Adjusted EBITDA, FCF, and safety, with compensation add-backs for ~$11M non-recurring items .
Board Governance
- Board leadership: Chair is separate from CEO; Chair is Karen S. Haller (non-independent) under “controlled company” exemptions; Brown is CEO and a non-independent director .
- Independence: Board determined independence for five directors; Brown and Haller not independent .
- Committees: Brown serves on no standing committees; Audit (Chair Dill), Compensation (Chair Evans), Nominating & Corporate Governance (Chair Mariucci) .
- Executive sessions: Non‑management directors expected to meet at least four times per year; independent directors separately at least once annually .
- Board activity/attendance: Three regular and three special meetings in 2024; each director attended ≥75% of Board and applicable committee meetings .
- Controlled company: Exempt from certain NYSE governance requirements (e.g., fully independent Compensation/Nominating committees); Audit Committee independence requirements still apply .
Compensation Peer Group (Benchmarking)
- 2024 peer group included Ameresco, Comfort Systems USA, Dycom, EMCOR, Granite Construction, IES Holdings, KBR, MasTec, MDU Resources, MYR Group, Primoris, Sterling Infrastructure, Team, Tetra Tech, Tutor Perini .
- 2025 peer group changes: Removed EMCOR, KBR, Team, Tetra Tech; added APi Group, Arcosa, Construction Partners, NV5 Global; rationale to improve size alignment and better reflect operations .
Equity Ownership & Director Compensation (for board service)
- Employee directors typically receive compensation via executive packages; 2024 Summary Compensation Table shows Brown’s compensation; Fehrman also received $47,500 in Board-related compensation prior to resignation, indicating director compensation frameworks exist at CTRI .
- Non‑employee director stock ownership requirement (≥5× retainer within five years) in place and met by all non‑employee directors .
Employment Agreements & Clawbacks
- NEO Employment Agreements include double‑trigger CIC protections, no excise tax gross‑ups, and clawback policy compliant with NYSE/SEC rules; restrictions on non‑compete, non‑solicit, confidentiality, and non‑disparagement included .
Investment Implications
- Alignment and at-risk pay: Brown’s pay mix is heavily performance-based from 2025 onward (bonus 110% of salary; long-term incentive target 275% of salary), aligning incentives with EBITDA/FCF/safety metrics adopted by CTRI .
- Retention and vest-driven supply: The 72,992 RSU sign‑on grant vests 40%/30%/30% on 12/3/2025–2027; monitor Form 4s and trading windows around these dates for potential insider selling pressure .
- Change-of-control economics: 3× salary+bonus and full equity vesting at target upon CIC double trigger could incentivize strategic transactions if shareholder value creation is credible; non‑CIC severance of 2× salary+bonus provides stability .
- Governance risk: Controlled company exemptions (non‑independent Chair; committees permitted to include non‑independent directors) elevate governance scrutiny; Audit Committee independence remains in force .
- Ownership: Brown’s beneficial ownership was less than 1% as of Feb 24, 2025; incremental equity alignment will come from vesting and future grants rather than existing stakes .
Appendix: 2024 NEO Bonus Outcomes (for context)
| NEO | Incentive Earned (% of salary) | Bonus ($) |
|---|---|---|
| Gregory A. Izenstark | 64.4% | $283,384 . |
| James W. Connell Jr. | 64.4% | $284,672 . |
| Jason S. Wilcock | 64.4% | $273,079 . |
| Paul M. Daily (pro‑rated target) | 9.2% | $74,220 . |
Note: Brown was not eligible for the 2024 short‑term incentive plan; first eligibility begins in 2025 .
Notes on Safety and Performance Metrics
- Safety metrics include DART (Days Away, Restricted or Transferred) and TRIR (Total Recordable Incident Rate), both improved relative to FY2023 targets .
- Adjusted EBITDA/FCF definitions exclude ~$11M of non-recurring/non-operational expenses for compensation purposes; stock-based compensation and certain severance costs are not added back for compensation purposes in the incentive calculation .