Dustin DeMaria
About Dustin DeMaria
Dustin DeMaria was appointed as an independent director to Centuri Holdings’ Board on November 10, 2025, pursuant to a Director Appointment and Nomination Agreement with the Icahn Group; he will be included on Centuri’s slate at the 2026 Annual Meeting and the Board expanded to eight directors with six independent, including the Board Chair . At appointment, he had no committee assignments and will receive the same compensation as other non‑employee directors; the company disclosed no related‑party transactions under Item 404 and stated there were no arrangements other than the Agreement leading to his selection . DeMaria is a Senior Analyst at Icahn Enterprises L.P. (IEP) since 2022; previously Director at Zipari (Thoma Bravo portfolio company) and investment banking associate at Moelis & Company; he serves on the boards of CVR Energy, Inc. (since March 2024) and Viskase Companies, Inc. (since March 2023); IEP, CVR Energy and Viskase are indirectly controlled by Carl C. Icahn; he holds an MBA from Cornell’s Johnson College of Business and a BBA from Roanoke College .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Icahn Enterprises L.P. / Icahn Capital LP | Senior Analyst | 2022–present | Activist investing, portfolio analysis |
| Zipari (Thoma Bravo portfolio) | Director | Prior to 2022 | Portfolio company oversight |
| Moelis & Company | Investment Banking Associate | Prior to Zipari | M&A and capital markets experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVR Energy, Inc. | Director | Since March 2024 | Icahn‑related interlock; governance exposure in energy |
| Viskase Companies, Inc. | Director | Since March 2023 | Icahn‑related interlock; manufacturing governance |
Board Governance
- Board size increased to eight; DeMaria appointed effective November 10, 2025; company to include him on the 2026 slate and support his election .
- Independence: Company states he “joins as an independent director” .
- Committee assignments: None at appointment; eligible for standard committee consideration; may attend committee meetings as an observer subject to privilege and conflict safeguards .
- Resignation trigger: Must irrevocably resign if Icahn Group ceases to hold a Net Long Position of at least 5,423,836 Centuri shares .
- Certain decisions (CEO/CFO selection, M&A or extraordinary transactions) must occur at full Board or committees of which the Icahn Designee is a member .
- Board Chair: Press release identifies Chris Krummel as Board Chair; company noted six independent directors including the Chair as of Nov. 2025 .
- Controlled company context: In March 2025 proxy, Centuri disclosed “controlled company” status under NYSE rules due to Southwest Gas Holdings’ 81.0% ownership as of Feb. 24, 2025; Audit Committee independence maintained per Exchange Act/NYSE requirements .
- 2024 Board activity baseline: Board held three regular and three special meetings; all directors met at least 75% attendance in 2024 (pre‑DeMaria) .
Committee leadership baseline (2024)
| Committee | Chair | Meetings (2024) |
|---|---|---|
| Audit | Julie A. Dill | 5 |
| Compensation | Andrew W. Evans | 3 |
| Nominating & Corporate Governance | Anne L. Mariucci | 3 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $95,000 | Paid quarterly; no regular meeting fees unless >3 extra meetings |
| Committee Chair fee – Audit | $20,000 | If serving as chair |
| Committee Chair fee – Compensation | $15,000 | If serving as chair |
| Committee Chair fee – Nominating & Corporate Governance | $15,000 | If serving as chair |
| Board Chair additional retainer | $100,000 | If serving as Board Chair |
| Eligibility | Same as other non‑employee directors | Applies immediately upon appointment |
Performance Compensation
| Equity Component | Value/Units | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant (2025 program) | $145,000 fixed dollar value; 7,338 shares at grant on April 16, 2025 | Vests the day before the next annual meeting; deferral option available | Value converted using prior fiscal year’s closing price; dividend equivalents accrue as additional units |
| Stock ownership guideline | 5× annual cash retainer to be accumulated within 5 years | Compliance tracked via RSU agreements | Non‑employee directors required; DeMaria becomes subject upon appointment |
As DeMaria was appointed in November 2025, his initial equity awards will follow the company’s non‑employee director program on a going‑forward basis; at appointment, the company stated he will receive the same compensation as other non‑employee directors .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| Icahn Enterprises L.P. | Senior Analyst | Affiliation with activist shareholder; cooperation agreement imposes standstill/voting commitments |
| CVR Energy, Inc. | Director | Icahn‑controlled; information flow interlock risk to monitor |
| Viskase Companies, Inc. | Director | Icahn‑controlled; interlock risk to monitor |
Expertise & Qualifications
- Capital markets and activism exposure (IEP Senior Analyst since 2022) .
- Operating and technology portfolio oversight (Director at Zipari, Thoma Bravo portfolio) .
- M&A and transaction execution (Moelis & Company investment banking) .
- Public company governance experience (CVR Energy and Viskase boards) .
- Education: MBA (Cornell Johnson College of Business); BBA (Roanoke College) .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership at CTRI | Not disclosed in March 5, 2025 proxy; DeMaria was appointed later in Nov. 2025 |
| Form 4 insider transactions | Not disclosed in available filings; no Item 404 related‑party transactions at appointment |
| Shares pledged/hedged | Not disclosed |
| Ownership guideline | Must accumulate at least 5× retainer in Common Stock within 5 years |
| Seat condition | Board seat subject to Icahn Group maintaining Net Long Position ≥5,423,836 shares; triggers irrevocable resignation if threshold not met |
Governance Assessment
- Positive signals: Independent appointment with company support; Icahn Group standstill and voting commitments reduce near‑term proxy contest risk; confidentiality/D&O indemnification apply; key decisions (CEO/CFO, M&A) at full Board level increase transparency . Board expanded to eight with six independent directors including the Chair as of Nov. 2025, improving independent oversight versus March 2025 baseline .
- Risks/RED FLAGS:
- Seat dependency on Icahn Group maintaining a specified Net Long Position (5,423,836 shares) creates potential instability of representation; irrevocable resignation attached to holdings threshold .
- Committee observer rights for the Icahn Designee (non‑member attendance) require robust privilege/conflict controls; potential information asymmetry if not carefully managed .
- Rights plan covenant favoring a 20% threshold for Icahn Group exemption may constrain future defensive measures; monitor if ownership dynamics change .
- Controlled company context: As of Feb. 24, 2025, Southwest Gas Holdings owned ~81%, with broad consent rights and designation rights under the Separation Agreement; independence of compensation/nomination committees not required under controlled company exemptions, though Audit Committee independence maintained .
- Director compensation/ownership alignment: Standard cash/equity mix and 5× retainer guideline support alignment; ensure DeMaria’s timely progress toward guideline and avoidance of pledging/hedging in future disclosures .