Jason Wilcock
About Jason Wilcock
Jason S. Wilcock, 46, is Executive Vice President, Chief Legal & Administrative Officer and Corporate Secretary of Centuri Holdings (CTRI), serving in this role since July 2023; he previously served as EVP, General Counsel and Corporate Secretary from August 2018 to July 2023 . He joined Centuri in 2015 after legal roles at Southwest Gas Corporation and holds a B.S. in Accounting from Utah State University and a J.D. from Gonzaga University School of Law . Centuri’s performance context during his tenure includes approximately 8 months of trading history in 2024 with TSR of (14.6%) and an Adjusted EBITDA decline to $233,508,000 from $290,325,000 in 2023; annual incentives for 2024 emphasized Adjusted EBITDA (40% weight) alongside safety, FCF and Enterprise Value in the long-term plan, which paid zero due to below-threshold EV performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Centuri Holdings, Inc. | EVP, Chief Legal & Administrative Officer and Corporate Secretary | Jul 2023 – Present | Leads legal and administrative functions; corporate secretary responsibilities |
| Centuri Holdings, Inc. | EVP, General Counsel and Corporate Secretary | Aug 2018 – Jul 2023 | Oversight of legal affairs; corporate governance |
| Centuri Holdings, Inc. | Deputy General Counsel | Jan 2017 – Aug 2018 | Senior legal leadership |
| Centuri Holdings, Inc. | Assistant General Counsel | Sep 2015 – Jan 2017 | Legal support across business units |
| Southwest Gas Corporation | Associate General Counsel | Nov 2013 – Sep 2015 | Corporate legal counsel |
| Southwest Gas Corporation | Senior Counsel | Apr 2011 – Nov 2013 | Business and regulatory legal matters |
| Private practice (NV, UT) | Attorney | Sep 2005 – Apr 2011 | Commercial legal practice |
External Roles
- No external public-company board roles disclosed for Mr. Wilcock in the proxy’s executive officer biography .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 385,295 | 419,385 |
| Discretionary Bonus ($) | 50,000 | — |
| Target Annual Incentive (% of Salary) | Not disclosed | 75% |
| Target Annual Incentive ($) | Not disclosed | 318,000 |
| Non-Equity Incentive Paid ($) | 442,077 | 273,079 |
| All Other Compensation ($) | 62,504 | 68,564 |
Perquisites (FY 2024):
- Car Allowance: $29,900
- Physicals: $5,268
- Life Insurance: $1,278
Deferred Compensation (FY 2024):
| Item | Amount ($) |
|---|---|
| Executive Contributions | 128,553 |
| Registrant Contributions | 22,464 |
| Aggregate Earnings | 26,810 |
| Aggregate Year-End Balance | 397,546 |
| Above-Market Interest (reported) | 3,137 |
Performance Compensation
Annual Incentive (FY 2024):
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Program result (overall) | — | $318,000 | 85.9% of target | $273,079 | Cash (paid 2025) |
| Adjusted EBITDA | 40% | Not disclosed | Not disclosed | Included in overall | — |
| Safety (DART, TRIR) | Not disclosed | Not disclosed | Not disclosed | Included in overall | — |
| Free Cash Flow | Not disclosed | Not disclosed | Not disclosed | Included in overall | — |
Long-Term Incentive (FY 2024) – Performance-Based Long-Term Cash:
| Metric | Weighting | Threshold (EV, $mm) | Target (EV, $mm) | Max (EV, $mm) | Actual (EV, $mm) | Target Award ($) | Payout | Vesting |
|---|---|---|---|---|---|---|---|---|
| Enterprise Value | 100% | 1,492 | 1,755 | 2,106 | 1,361 | 540,000 | 0% (below threshold) | If earned: 25% on 3/15/2025, 25% on 1/1/2026, 50% on 1/1/2027 |
2023 Legacy PSUs (Southwest Gas) used FCF with 1-year performance cycle; achievement was 149.8% of target (time-based vest Jan 1, 2026) .
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 24, 2025):
| Item | Value |
|---|---|
| Shares beneficially owned | 5,000 |
| % of shares outstanding | <1% (outstanding shares 88,517,521) |
Outstanding Unvested Equity (as of Dec 29, 2024):
| Item | Quantity / Value |
|---|---|
| Unvested RSUs (total units) | 39,759 |
| Market value of unvested RSUs ($) | 1,253,794 |
| 2024 IPO Bonus RSUs granted | 30,303 units (granted 5/10/2024; vest 5/12/2025); grant-date fair value $769,393 |
| 2023 Southwest RSUs (time-lapse) | 5,759 units; cliff vest 1/1/2026 |
| 2023 Southwest PSUs (earned) | 3,697 units; cliff vest 1/1/2026 |
| Options outstanding | None in 2024 |
Stock Vested During FY 2024:
| Item | Value |
|---|---|
| Shares acquired on vesting (#) | 3,231 |
| Value realized on vesting ($) | 228,496 |
Policies and Alignment:
- Hedging and pledging of Company securities are prohibited; clawback policies comply with applicable legal and exchange requirements .
Employment Terms
Key Contractual Provisions:
- Non-compete and non-solicit apply during employment and for two years post-termination; confidentiality and non-disparagement apply; severance conditioned on release of claims .
- Change-in-control benefits require a “Double-Trigger” (termination without cause or resignation for good reason within 24 months after a CIC); equity does not auto-accelerate absent the double trigger .
Severance (Termination without Cause or for Good Reason; absent CIC):
| Component | Amount |
|---|---|
| Base Salary (lump sum) | 2x base salary (illustrative table shows $848,000 base reference) |
| Incentive Compensation (unpaid prior year) | $273,079 |
| Welfare Benefits | $58,842 |
| LTI Acceleration | — (not included absent CIC) |
Change-in-Control (Double Trigger; illustrative as of Dec 29, 2024):
| Component | Amount ($) |
|---|---|
| Salary multiple | 2x salary (table shows $848,000 salary reference) |
| Incentive compensation (CIC terms incl. target for prior year + 24 months) | 1,780,800 |
| Welfare benefits | 61,779 |
| LTI acceleration (time-lapse RSUs, Southwest RSUs/PSUs, pro-rata 2024 performance cash) | 1,793,794 |
| Outplacement | 30,000 |
| Total | 4,514,373 |
Death/Disability (selected equity acceleration values as of Dec 29, 2024):
- 2023 Southwest RSUs: $407,213; 2024 time-lapse RSUs: $585,151 (valuation using $70.71 SWX and $19.31 CTRI per share; includes dividend equivalents) .
Investment Implications
- Pay-for-performance alignment: 2024 annual incentive paid at 85.9% of target ($273k) with 40% weight on Adjusted EBITDA and other operational metrics; the 2024 LTI performance cash paid 0% due to EV underperformance, demonstrating downside risk sharing .
- Upcoming vesting/supply dynamics: Significant unvested equity (39,759 RSUs as of YE 2024) with cliff vesting on 1/1/2026 for 2023 Southwest awards; potential selling pressure around vest events should be monitored via Form 4s .
- Retention vs. change-in-control economics: Two-year non-compete/non-solicit and meaningful CIC package (2x salary, incentive coverage, equity acceleration) indicate solid retention incentives but also a defined exit value; severance without CIC includes 2x salary plus benefits and prior-year incentive .
- Alignment safeguards: Prohibitions on hedging/pledging and clawback compliance mitigate misalignment risks; direct beneficial ownership is modest (5,000 shares, <1%) but balanced by substantial unvested equity that ties value to future performance and service .