Daniel S. Peyovich

About Daniel S. Peyovich

Daniel S. Peyovich, age 49, is Dycom’s President and Chief Executive Officer and a non‑independent director since November 30, 2024; he chairs the Executive Committee and was nominated for a director term through the 2028 annual meeting . Under his leadership transition, Dycom separated the CEO and Chair roles with an independent Chairman (Richard K. Sykes), leaving Peyovich as the sole non‑independent director, which mitigates dual‑role governance risk . During his operations tenure and succession lead‑in, Dycom’s revenue grew from $3.1B (FY2021) to $4.2B (FY2024) and Adjusted EBITDA rose 62% from $311M to $505M, underscoring execution and growth focus . In FY2025 “pay versus performance,” Dycom reported net income of $235M and an operating cash flow to qualifying net income ratio of 1.46x, the key company‑selected measure linking pay and performance .

Past Roles

External Roles

Fixed Compensation

Board service governance notes:

• Non‑employee directors are paid retainers and RSUs; employee directors (including Peyovich) do not receive director fees .
• All directors attended at least 95% of Board meetings and 100% of their committees in fiscal 2025 .
• Stock ownership guidelines require CEO to hold ~5x base salary; Peyovich exceeded the ~31,050 share threshold, holding ~42,798 shares as of Jan 25, 2025 and must retain 50% of net after‑tax time‑vesting shares until compliant .

Performance Compensation

Summary Compensation and Pay Mix

Long‑term equity design (FY2025 grants):

• CEO and COO long‑term mix targeted at 40% performance‑vesting RSUs, 40% stock options, 20% time‑vesting RSUs (based on grant‑date values) .
• Options exercise price equals prior‑day close; RSU quantities set using 45‑day average price within ±5% guardrails .

Annual Incentive Plan (FY2025 — CEO Specifics)

Performance metrics construction:

• Payouts depend on Operating Earnings above the threshold percentage of contract revenues, scaled by the operating cash flow to qualifying net income ratio; committee may adjust extraordinary items (e.g., retirement‑related charges) for fairness .

Performance‑Vesting RSUs (Structure and FY2025 Results)

Notes:

• Annual PRSUs vest in three installments each March 30 (2025–2027) based on annual Operating Earnings and cash flow; supplemental three‑year units can vest up to 100% if cumulative goals are met .

Equity Grant and Vesting Schedule (Selected FY2025 Detail)

RSUs vested FY2025 (realized value):

Equity Ownership & Alignment

Employment Terms

Governance and Board Service

• Board service history: Appointed to Board on Nov 30, 2024; Executive Committee Chair; nominated for term ending at the 2028 annual meeting .
• Committee structure and independence: All committees (Audit, Compensation, Corporate Governance, Finance) are fully independent; Peyovich is the only non‑independent director; Board separated CEO and Chair roles in Dec 2024 to support transition and oversight .
• Meeting attendance: Board met 11 times in fiscal 2025; directors met attendance expectations (≥95% Board; 100% committees) .

Compensation Governance and Peer Benchmarking

• Compensation Committee: Members—Jennifer M. Fritzsche (Chair), Luis Avila‑Marco, Eitan Gertel, Carmen M. Sabater; 14 meetings in FY2025; independent consultant (Compensation Strategies, Inc.) attended 12 of 14 .
• Peer group (19 companies) includes Quanta Services, MasTec, Emcor Group, Tetra Tech, Valmont, etc.; used for market alignment with size‑adjusted regression; long‑term equity awards generally targeted to median peer positioning .
• Practices: No single‑trigger agreements; no option repricing; no golden parachute excise tax gross‑ups; robust clawback; stock ownership guidelines; limits on perquisites .

Say‑on‑Pay & Shareholder Feedback

• May 2024 say‑on‑pay approval ~97% .
• May 22, 2025 shareholder vote results: Executive compensation “FOR” 22,788,736; “AGAINST” 1,541,821; “ABSTAIN” 113,680; auditor ratification “FOR” 25,706,985 .

Investment Implications

• Alignment: CEO holds and exceeds ownership guidelines and is subject to anti‑hedging/pledging, retention, and a restatement‑based clawback, reinforcing pay‑for‑performance and shareholder alignment .
• Performance‑linked incentives: Annual bonus and PRSU design tie payouts directly to Operating Earnings thresholds and cash flow discipline; FY2025 results delivered 180% of base annual bonus and 100% PRSU annual vesting, supported by strong net income and cash flow metrics .
• Vesting and selling pressure: Multiple scheduled RSU and option vesting tranches through 2027–2028 create potential periodic supply; however, CEO must retain 50% of net after‑tax time‑vesting shares until guideline thresholds are met, dampening disposal risk .
• Change‑of‑control economics: Double‑trigger severance at 3x salary+bonus and equity acceleration at target could increase acquisition costs and influence transaction dynamics; absence of excise tax gross‑ups moderates shareholder concerns .
• Governance mitigants: Independent Chairman and fully independent oversight committees address dual‑role concerns (CEO + director), supporting board independence during transition .

No related‑party transactions in FY2025 and an explicit prohibition on hedging/pledging reduce governance red flags .