James Connell
About James Connell
James W. Connell Jr. is Executive Vice President, Chief Commercial and Strategy Officer at Centuri Holdings (CTRI) since June 2024, with 19 years at Centuri after joining in 2006. He holds a B.S. in Technical Systems Management from the University of Illinois at Urbana-Champaign and is 51 years old . Centuri’s total shareholder return was approximately -14.6% from the April 2024 IPO through Dec 29, 2024; company performance incentives in 2024 were based on Adjusted EBITDA, Free Cash Flow, and safety metrics, which paid out at 85.9% of target for eligible NEOs . Recent fundamentals show revenue rising through 2025 while EBITDA fluctuated; see table below (S&P Global) *.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Centuri Holdings | EVP, Chief Commercial and Strategy Officer | Jun 2024 – Present | Bridges company and customer strategies across the enterprise . |
| Centuri Holdings | President, Centuri Gas Group | Jul 2023 – Jun 2024 | Led gas segment operations . |
| Centuri Holdings | EVP, Chief Strategy & Corporate Affairs Officer | 2021 – Jul 2023 | Enterprise strategy and corporate affairs . |
| Centuri Holdings | EVP, Chief Customer Officer | Dec 2018 – Nov 2022 | Customer strategy and growth initiatives . |
| Centuri Holdings | VP, Business Development & Corporate Communications | 2017 – 2018 | Business development and partnerships . |
| Centuri/NPL | Director roles: Supply Chain & Asset Mgmt; Risk Mgmt; Business Dev & Strategic Partnerships | 2006 – 2017 | Built foundational programs and partnerships . |
| Deere & Company (Worldwide Construction & Forestry) | Various roles; Division Manager, Corporate Business Division | To 2006 | Built executive relationships and growth strategies . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National Safety Council | Board of Directors | n/a | Safety leadership and governance . |
| Phoenix Children’s Hospital | GI Advisory Board member | n/a | Community and health-focused advisory role . |
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $425,000 | $442,000 | 4.0% increase for market competitiveness . |
| Annual Incentive Target (% of Salary) | — | 75% | Company-wide targets set by Comp Committee . |
| Annual Incentive Payout ($) | — | $284,672 | Represents 85.9% of target, i.e., 64.4% of salary . |
| Above-market Interest on Deferred Comp ($) | — | $4,435 | Reported per SEC definition . |
| Employer Retirement/Deferred Plan Contributions ($) | — | $40,698 | 401(k) and nonqualified plan . |
Performance Compensation
| Annual Incentive Metric (2024) | Weight | 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 | 100% | — | — | — | — | 85.9% |
| Long-Term Incentive (2024 cycle) | Vehicle | Target Opportunity | Metric | Result | Vesting |
|---|---|---|---|---|---|
| Performance-based LT Cash | Cash | 115% of base salary ($488,750) | Enterprise Value | Below threshold; 0% earned | If earned, would vest 25% 3/15/2025, 25% 1/1/2026, 50% 1/1/2027 . |
| Time-lapse RSUs (IPO Bonus) | Equity (CTRI) | 6,060 units | Time-based | — | Vests 5/12/2025 . |
| Retention RSUs (Jul 2024) | Equity (CTRI) | 19,011 units | Time-based | — | Vests 1/30/2026 . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (2/24/2025) | 20,000 CTRI shares; less than 1% of outstanding . |
| Shares Outstanding (2/24/2025) | 88,517,521 . |
| Ownership as % Outstanding | ≈0.023% (20,000 / 88,517,521) . |
| Options Outstanding | None (no stock options reported) . |
| Hedging/Pledging | Prohibited for executives (anti-hedging/anti-pledging policy) . |
| IPO Reserved Share Program | Connell purchased >$120,000 of shares at $21 in the IPO reserved program . |
| Unvested Equity Detail (as of 12/29/2024) | Units | Vest Date | Reference Valuation ($) |
|---|---|---|---|
| CTRI RSUs (IPO Bonus) | 6,060 | 5/12/2025 | $117,019 |
| CTRI RSUs (Retention) | 19,011 | 1/30/2026 | $367,102 |
| Southwest Gas RSUs (2023) | 3,263 | 1/1/2026 | $230,754 |
| Southwest Gas PSUs (2023, earned) | 2,095 | 1/1/2026 | $148,144 |
| Total Unvested | 30,429 | — | $863,019 aggregate market value at year-end across awards . |
| Deferred Compensation (2024) | Amount ($) |
|---|---|
| Executive Contributions | 164,316 |
| Company Contributions | 23,432 |
| Above-market Earnings | 4,435 |
| Aggregate Year-end Balance | 637,640 |
| Perquisites (2024) | Amount ($) |
|---|---|
| Car Allowance | 29,900 |
| Club Dues | 9,808 |
| Life Insurance | 1,761 |
Employment Terms
| Provision | Terms (Connell) |
|---|---|
| Employment Agreement | 2-year term with automatic renewal; includes non-compete and non-solicit . |
| Non-compete/Non-solicit | In effect during employment and 2 years post-termination . |
| Clawback | Adopted Mar 21, 2024; recoup erroneously awarded incentive comp for 3 prior fiscal years upon restatement . |
| Severance (No CIC) | Lump sum 2x base salary ($884,000), prior-year AIP earned ($284,672), welfare benefits ($58,842) . |
| Disability Severance | One year base salary ($442,000) . |
| Change-in-Control (Double Trigger, within 24 months) | 2x salary; plus 100% of target short-term incentive for prior plan year and for 24 months post-termination; full cost of specified benefits; outplacement up to $30,000; time-lapse RSUs fully accelerate; estimated LTI acceleration $1,351,769 (as of 12/29/2024 assumption) . |
| Estimated CIC Payout (12/29/2024 assumption) | Salary $884,000; Incentive $1,679,600; Welfare $62,746; LTI acceleration $1,351,769; Outplacement $30,000; Total $4,008,115 . |
Performance & Track Record
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenue ($) | 717,078,000 | 550,081,000 | 724,052,000 | 850,044,000 |
| EBITDA ($) | 77,130,000* | 21,510,000* | 66,381,000* | 73,148,000* |
Values with asterisk (*) retrieved from S&P Global.
- TSR since IPO: Centuri TSR -14.6% through Dec 29, 2024; peer group TSR +35.7% over the same period .
- Annual incentive design emphasizes Adjusted EBITDA, Free Cash Flow, and safety (DART/TRIR); 2024 payout was 85.9% of target; Connell’s earned AIP was 64.4% of salary ($284,672) given a 75% salary target .
Compensation Committee Analysis
- Pay positioning and peer group: Long-term cash target opportunities set around median of peer group; 2024 peer group included 15 construction/engineering peers, updated in July 2024 for 2025 benchmarking (adds: APi Group, Arcosa, Construction Partners, NV5; removes: EMCOR, KBR, Team, Tetra Tech) .
- Governance: Controlled company status (SWX owns majority), enabling controlled-company exemptions; Compensation Committee includes an executive of SWX (Karen S. Haller) .
- Consultant: Meridian Compensation Partners engaged as independent advisor to the Compensation Committee .
- Best practices: No tax gross-ups; double-trigger CIC; clawback policy; anti-hedging/anti-pledging; no dividends on unvested equity .
Say-On-Pay & Shareholder Feedback
- 2025 proxy includes first Say-on-Pay and frequency proposals; Board recommends “FOR” and 1-year frequency .
- The company notes active stockholder engagement since IPO; enhanced transparency in compensation and subsidiary structure .
Investment Implications
- Alignment and incentives: Connell’s pay mix is meaningfully at-risk (AIP + LTI), with 2024 AIP tied to EBITDA, FCF, and safety; 2024 LTI performance cash paid 0% due to EV shortfall, signaling discipline in pay-for-performance .
- Retention risk and potential selling pressure: Unvested CTRI RSUs of 6,060 vest in May 2025 and 19,011 in Jan 2026; combined with earned SWX awards vesting Jan 2026, this supports near-term retention but may create event-driven liquidity around those dates .
- Ownership and skin-in-the-game: 20,000 shares (~0.023% of outstanding) plus unvested equity; anti-hedging/pledging policy reduces misalignment risk but direct ownership remains modest .
- Contract economics: Without CIC, severance is 2x base salary plus benefits; with CIC double-trigger, cash multiple plus benefit continuation and LTI acceleration are meaningful—considering CIC scenarios in valuation of management stability .
- Governance context: Controlled company structure and SWX representation on the Compensation Committee may be a governance overhang for some investors, though mitigated by standard practices (independent consultant, clawback, no gross-ups) .
Note: All compensation, ownership, and governance details are sourced from Centuri’s 2025 DEF 14A (for fiscal 2024) and Connell’s initial Form 3; fundamentals are from S&P Global where noted.
Key sources: Proxy bio, roles, and external affiliations ; compensation tables and metrics ; equity awards and vesting ; ownership and shares outstanding ; policies and committee composition ; CIC/severance ; IPO reserved purchase ; Form 3 holdings and RSUs .