Carmen M. Sabater
DYCOM INDUSTRIESAbout Carmen M. Sabater
Carmen M. Sabater is an independent director of Dycom Industries, Inc. since 2022; her current term expires at the 2027 Annual Meeting, and she is age 60 . A Certified Public Accountant, she brings extensive audit, accounting, and finance leadership experience, currently serving as CFO of Quirch Foods Parent, LLC (since February 2002) and previously as Controller (1994–1999) and CFO (1999–January 2002) of MasTec, Inc., and as an auditor/senior manager at Deloitte & Touche (1985–1994) . She serves on Dycom’s Compensation and Finance Committees and is classified as independent under NYSE standards; all directors attended at least 95% of Board meetings and 100% of their committee meetings in fiscal 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Auditor; Senior Manager | 1985–1994 | Audit rigor and controls foundation |
| MasTec, Inc. | Controller | 1994–1999 | Financial reporting, controls, telecom infrastructure exposure |
| MasTec, Inc. | Chief Financial Officer | 1999–January 2002 | Capital allocation, risk management, integration strategy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quirch Foods Parent, LLC | Chief Financial Officer | Feb 2002–Present | National food distribution finance leadership |
| United Way of Miami | Board Member | Not disclosed | Community engagement |
| Public Health Trust (Jackson Health System, Miami-Dade) | Finance Committee Chair; Board Vice Chair | Not disclosed | Finance oversight in complex public health system |
| Carrollton School of Sacred Heart (Miami-Dade) | Board of Trustees; Finance Committee Chair | Not disclosed | Governance and financial stewardship in education |
Board Governance
- Independence: Independent director since 2022; Dycom’s Board comprises eight independent and one non-independent director (CEO) under NYSE standards; all committees except Executive are fully independent .
- Committee memberships: Compensation Committee (member); Finance Committee (member) .
- Committee activity: Compensation Committee met 14 times; Finance Committee met 8 times in fiscal 2025; all directors attended 100% of their committee meetings .
- Attendance: Board held 11 meetings; all directors attended at least 95% of Board meetings in fiscal 2025 .
- Leadership: Independent Chairman (Richard K. Sykes) since Dec 1, 2024; executive sessions held without management .
- Policies: Majority voting and mandatory resignation on failure to receive majority in uncontested elections; robust clawback policy for executive officers; prohibition on hedging/pledging of company stock by directors and officers .
- Tenure/retirement: Mandatory retirement at age 68; director term limits (greater of 12 years or four full terms), with limited extension by unanimous vote .
- Outside boards: Directors must pre-notify Chair and Governance Chair; general limit of three simultaneous public boards unless approved .
Fixed Compensation
| Component | FY2025 Detail | Evidence |
|---|---|---|
| Annual cash retainer (non-employee director) | $75,000 | |
| Meeting fees | Board: $2,250 in-person; $1,000 telephonic. Committee: $1,250 in-person; $750 telephonic | |
| Committee chair fees | Audit $20,000; Compensation $15,000; Finance $10,000; Corporate Governance $15,000 (not applicable to Sabater as a member) | |
| Lead Independent Director fee | $25,000 (role-specific; not applicable to Sabater) | |
| Non-executive Chairman retainer | $150,000 (role-specific; not applicable to Sabater) | |
| FY2025 Fees Earned or Paid in Cash (Sabater) | $113,250 | |
| Restricted stock elected in lieu of cash (Sabater) | 177 shares; grant-date fair value $22,596 | |
| Total FY2025 Director Compensation (Sabater) | $282,730 |
Performance Compensation
| Item | FY2025 Detail | Evidence |
|---|---|---|
| Annual equity award design (non-employee directors) | Grant-date fair value targeted at $150,000; allocated 100% to RSUs | |
| Actual annual RSU grant (Sabater) | Grant-date fair value $169,480 on 5/23/2024 | |
| Vesting schedule (annual RSUs) | Ratable over three years from grant | |
| Deferral elections | Directors may defer RSU settlement until Board exit or specified date | |
| Options to directors | None granted in FY2025 to non-employee directors (including Sabater) |
No performance-vesting metrics apply to non-employee director equity; awards are time-vesting RSUs aimed at alignment and retention, not operational/TSR targets .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Sabater; current Dycom committee roles are Compensation and Finance .
- Committee interlocks: Compensation Committee members (Fritzsche, Avila-Marco, Gertel, Sabater) are not current/former Dycom officers; no interlocks with other entities involving Dycom executive officers and Board members serving as executive officers elsewhere .
Expertise & Qualifications
- CPA with extensive audit/accounting and financial reporting expertise; executive leadership as CFO at Quirch and previously at MasTec; telecommunications infrastructure industry exposure .
- Skills include accounting controls, risk management, integration strategy, IT, and financial reporting procedures relevant to Dycom’s risk oversight and capital allocation .
Equity Ownership
| Item | Amount | Evidence |
|---|---|---|
| Beneficial ownership (common shares) | 4,433 shares | |
| Right to acquire within 60 days (RSUs/options) | RSUs 1,568; Options none | |
| Outstanding unvested RSUs (as of Jan 25, 2025) | 2,827 | |
| % of shares outstanding | ~0.015% (4,433 / 28,779,138) | |
| Ownership guidelines (non-employee directors) | 5× annual cash retainer; 50% net-after-tax shares retained until threshold met | |
| Compliance status | As of Jan 25, 2025, each non-employee director exceeded or was making satisfactory progress toward the threshold | |
| Hedging/pledging | Prohibited under insider trading policy (no hedges/pledges/short sales) |
Governance Assessment
- Board effectiveness: Sabater strengthens finance oversight via Compensation and Finance Committee work, with very high engagement reflected in 100% committee attendance; committee cadence (Comp: 14, Finance: 8) indicates active governance during leadership transition .
- Alignment and incentives: Director pay mixes cash with time-vesting RSUs; her FY2025 equity award and optional restricted stock election signal alignment with shareholders, supported by strict stock ownership/retention requirements and a prohibition on hedging/pledging .
- Independence and conflicts: Independent status, no related-party transactions in FY2025, and no compensation committee interlocks reduce conflict risk; prior MasTec employment is historical with no disclosed related-party dealings at Dycom .
- Shareholder signals: Strong say‑on‑pay support (~97% approval at May 2024 meeting) reflects investor confidence in Dycom’s pay governance, indirectly reinforcing the Compensation Committee’s credibility where Sabater serves .
- Policy strength: Majority voting with resignation policy, clawback compliance with SEC/NYSE rules, and mandatory retirement/term limits support accountability and refreshment; outside board service limits and pre‑clearance reduce overboarding and conflict risk .
Overall, Sabater exhibits high governance quality with deep financial expertise, strong attendance, and clear alignment mechanisms; no red flags are disclosed regarding related-party exposure, hedging/pledging, or attendance shortfalls in FY2025 .