Eitan Gertel

About Eitan Gertel

Independent director at Dycom Industries since 2016 (age 63). Former CEO of Finisar (2008–2015) and Optium (CEO/Chairman 2004–2008; President/Director 2001–2004), and previously Corporate VP/GM at JDS Uniphase’s former transmission systems division (1995–2001). Brings deep telecom leadership, operations, strategy, M&A and technical experience; currently Chairs Opsys Technologies and serves on Cylite Pty Ltd (both private) .

Past Roles

External Roles

Board Governance

• Independence: Independent director; Board determined 8 of 9 directors independent (CEO only non-independent) .
• Committee assignments (current): Audit; Compensation; Corporate Governance .
  • Prior committee history: Member of Finance Committee in 2023; shifted to Corporate Governance by 2024 .
• Committee workloads (FY 2025): Audit 6 meetings; Compensation 14; Corporate Governance 11; Finance 8 .
• Attendance: In FY 2025, all directors attended ≥95% of Board meetings and 100% of their committee meetings. FY 2024: ≥90% Board and ≥80% committee meeting attendance. FY 2023: 100% Board and committee attendance by all directors .
• Board leadership: Independent Chairman since Dec 1, 2024 (separation of Chair/CEO roles) .
• Clawback and trading policies: Dodd-Frank-compliant clawback policy; prohibitions on hedging and pledging by directors and executives .

Fixed Compensation

Program structure for non-employee directors:

• Cash retainers: $75,000 annual retainer; Lead Independent Director +$25,000; Committee chair fees: Audit $20,000, Compensation $15,000, Corporate Governance $15,000, Finance $10,000; Meeting fees: $2,250 per in-person Board meeting; $1,000 per telephonic Board meeting; $1,250 per in-person committee; $750 per telephonic committee .
• Ownership alignment: Non-employee directors must reach stock ownership equal to 5× annual cash retainer within 5 years; as of Jan 25, 2025, all exceeded or were making satisfactory progress .

Eitan Gertel cash/equity reported compensation:

Compensation structure analysis:

• Cash retainer was increased from $65k to $75k for FY 2024; meeting/chair fees unchanged; annual equity raised to $150k and delivered 100% in RSUs vesting over three years .
• Year-over-year for Eitan: modest rise in cash (+15% from FY23 to FY24; +8% from FY24 to FY25) with stable equity grant ($~169k), keeping mix tilted toward equity .

Performance Compensation

• Annual director equity: $150,000 grant value in RSUs; vests ratably over three years; directors may also elect to take cash retainers in restricted stock/RSUs (subject to transfer restrictions) .
• Eitan’s recent grants:
  • 5/23/2024: RSUs $169,480 grant-date fair value; scheduled to vest over 3 years .
  • 5/25/2023: RSUs $169,494 grant-date fair value; scheduled to vest over 3 years .
• Outstanding unvested RSUs as of Jan 25, 2025: 2,739 units .

Other Directorships & Interlocks

• Current public company boards: None disclosed for Eitan .
• Private boards: Chairman, Opsys Technologies; Director, Cylite Pty Ltd (since 2016) .
• Compensation Committee interlocks: None; no member (including Eitan) is a current or former DY officer; no interlocks reported .
• Related-party transactions: None involving directors/executives in FY 2025; policy requires Audit Committee review if any arise .

Expertise & Qualifications

• Telecom sector leadership (CEO/Chair); operations and strategy; corporate finance/M&A; technical domain expertise .
• Active role on key oversight committees (Audit; Compensation; Corporate Governance), including a high-activity Compensation Committee (14 meetings in FY 2025) supported by an independent consultant (Compensation Strategies, Inc.) .

Equity Ownership

• Beneficial ownership (as of March 24, 2025): 17,602 DY shares; includes right to acquire 1,480 shares via RSUs within 60 days .
• Percent of outstanding: less than 1% .
• Unvested RSUs outstanding (not counted in beneficial ownership unless vesting within 60 days): 2,739 .

Governance Assessment

• Strengths

  • Independence and tenure: Independent since 2016 with sector-relevant executive background; currently on Audit, Compensation, and Corporate Governance committees .
  • Engagement and oversight: Board and committee attendance thresholds strong (FY 2025: ≥95% Board; 100% committee); Compensation Committee met 14 times and uses an independent advisor; Corporate Governance Committee met 11 times .
  • Alignment mechanisms: Robust director ownership guidelines (5× retainer within 5 years) with progress confirmed; no hedging/pledging allowed; clawback policy in place for executives (positive compensation governance signal) .
  • Shareholder support: Say-on-pay approval ~97% in 2024 and ~96% in 2023 indicates strong investor confidence in compensation governance .

• Potential risks/red flags

  • None observed: No related-party transactions; no compensation committee interlocks; director workload within norms; no public-company overboarding; equity awards for directors are time-based RSUs (not options, no repricing), consistent with market practice .

• Overall implication

  • Eitan Gertel’s committee roles and telecom expertise support board effectiveness in audit, pay, and governance. High attendance, independent compensation oversight, and strong shareholder support on say-on-pay reinforce investor confidence. Ownership guidelines and anti-hedging/pledging provisions further align director incentives with shareholders .