H. Andrew DeFerrari
DYCOM INDUSTRIESAbout H. Andrew DeFerrari
H. Andrew DeFerrari, age 56, is Senior Vice President, Chief Financial Officer and Treasurer of Dycom Industries (DY). He has served as CFO since April 2008, previously Vice President and Chief Accounting Officer (Nov 2005–Apr 2008) and Financial Controller (Jul 2004–Nov 2005); prior to Dycom, he was a senior audit manager at Ernst & Young . Company performance during the recent period shows contract revenues rising from $3.20B in FY 2021 to $4.70B in FY 2025, and diluted EPS from $1.07 to $7.92; EBITDA increased across the same span, with TSR value of an initial $100 investment growing from $182 (2021) to $433 (2025) [GetFinancials]* .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dycom Industries | SVP & CFO | Apr 2008–Present | Led finance, capital allocation, disclosure controls, SOX certifications; assumed Principal Accounting Officer duties in Jan 2024 to bridge CAO transition . |
| Dycom Industries | VP & Chief Accounting Officer | Nov 2005–Apr 2008 | Upgraded reporting and internal controls pre- and post-SOX . |
| Dycom Industries | Financial Controller | Jul 2004–Nov 2005 | Consolidation, accounting policy leadership . |
| Ernst & Young Americas | Senior Audit Manager | Pre-2004 | Led audits and advised on GAAP/controls—foundation for Dycom’s reporting rigor . |
External Roles
No public company directorships or external board roles disclosed for DeFerrari .
Fixed Compensation
| Metric ($USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary | $580,000 | $600,000 | $630,000 |
| Bonus (Annual Cash Incentive) | $548,100 | $548,100 | $1,053,000 |
| Stock Awards (Grant-Date Fair Value) | $1,275,559 | $1,395,688 | $2,145,766 |
| Option Awards | $— | $— | $— |
| All Other Compensation | $6,498 | $11,334 | $11,962 |
| Total Compensation | $2,410,157 | $2,555,122 | $3,840,728 |
Notes:
- Annual cash incentive for FY 2025 was increased to the maximum range to align with peer market medians and recognize strong performance; awarded at 167% of base salary ($1,053,000) .
Performance Compensation
| Program | Metric(s) | Target Framework | FY 2025 Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive (CFO) | Overall Company financial performance; ranges set annually; Committee discretion | Pre-set ranges aligned to peer medians; maximized if performance merits | Company outperformance; stronger revenues, margins, cash flow | $1,053,000 (167% of salary) | Cash (paid following certification) |
| PRSUs (Annual Goals) | Performance Awards Operating Earnings (% of contract revenue) and Operating Cash Flow/Qualifying Net Income ratio | Threshold 2.5%–5.0% contract revenue; cash flow ratio 0.25–1.0 interpolated | 6.97% of contract revenue; 1.46x cash flow ratio → 100% of target vests | 1,905 annual units vested (FY 2025 grant) | 3 annual installments (2025–2027), subject to annual goals |
| PRSUs (Three-Year Supplemental) | 3-year cumulative Performance Awards Operating Earnings (% of contract revenue) and cash flow ratio | Threshold 5%–10% contract revenue; cash flow ratio ≥0.50 | 6.47% cumulative; 1.27x ratio → 29.42% of supplemental target | 560 supplemental units vested (FY 2025 grant) | Vests annually with annual award if 3-year goals met |
| TRSUs | Service vesting only | 4 equal annual installments from grant date | Granted 3/26/2024 (5,171 units); 12/2/2024 off-cycle (3,355 units) | N/A | 4-year ratable vesting |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 151,578 shares (<1%) as of Mar 24, 2025 . |
| RSUs Vesting Within 60 Days | 12,185 RSUs . |
| Shares Held Individually | 139,393 shares (as of Jan 25, 2025) . |
| Shares Retained Under Shareholding Requirement | 13,510 shares retained pursuant to requirement (as of Jan 25, 2025) . |
| Outstanding Unvested TRSUs (and Market Value at $192.84) | 829 ($159,864) from 3/29/2021; 3,108 ($599,347) from 3/28/2022; 5,235 ($1,009,517) from 3/28/2023; 5,171 ($997,176) from 3/26/2024; 3,355 ($646,978) from 12/02/2024 . |
| Outstanding Unearned PRSUs (and Market Value at $192.84) | 2,290 ($441,604) from 3/28/2022; 5,143 ($991,776) from 3/28/2023; 5,715 ($1,102,081) from 3/26/2024 . |
| Options | None outstanding; no option awards to DeFerrari in FY 2025 . |
| Hedging/Pledging | Prohibited for executive officers; short sales and pledges barred by insider trading policy . |
| Ownership Guidelines | NEOs (other than CEO) must retain shares from time-vesting awards with value equal to base salary; all NEOs have exceeded or are making progress (as of Jan 25, 2025) . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement | DeFerrari Employment Agreement effective July 23, 2015; auto-renewal for 1-year terms; extension to second anniversary post-Change of Control (CoC) . |
| Severance (No Cause, pre-CoC) | 1.5×(base salary + greater of 3-year average bonus or 50% of base salary); benefits continuation up to 18 months; paid over 18 months . |
| Severance (CoC + No Cause/Good Reason) | Same severance paid as lump sum; plus pro rata annual bonus (greater of 3-year average or actual to date); benefits continuation; full vesting of all equity awards; performance awards vest at target . |
| Non-Compete/Non-Solicit | Applies until the later of one year post-termination and the duration of any continued vesting period of outstanding equity awards, but only while awards remain unvested; five-year confidentiality covenant . |
| Clawback | NYSE/SEC 10D-1 compliant; triggered by restatements; recovery of erroneously awarded incentive comp; prohibits indemnification . |
| Tax Gross-Ups | Company does not offer golden parachute excise tax gross-ups; strong governance practices (NEOs) . |
Compensation Peer Group (Benchmarking)
- ABM Industries; Archrock; Arcosa; Clean Harbors; Comfort Systems USA; EMCOR Group; Granite Construction; IES Holdings; KBR; MasTec; MYR Group; NOV; Oceaneering International; Primoris Services; Quanta Services; Sterling Infrastructure; Tetra Tech; Tutor Perini; Valmont Industries .
- Committee targets long-term equity grant values to the peer median; mix varies by role and year .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval ~97%, indicating strong shareholder support for executive compensation program .
Company Performance Context
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Revenues ($USD) | $3,199,165,000 [GetFinancials]* | $3,130,519,000 [GetFinancials]* | $3,808,462,000 [GetFinancials]* | $4,175,574,000 [GetFinancials]* | $4,702,014,000 [GetFinancials]* |
| EBITDA ($USD) | $297,406,000* | $234,210,000* | $354,720,000* | $486,085,000* | $543,270,000* |
| Diluted EPS – Continuing Ops ($) | $1.07 [GetFinancials]* | $1.57 [GetFinancials]* | $4.74 [GetFinancials]* | $7.37 [GetFinancials]* | $7.92 [GetFinancials]* |
| TSR – Value of $100 Investment | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Company TSR ($) | $182 | $190 | $208 | $258 | $433 |
| Peer Group TSR ($) | $119 | $150 | $203 | $115 | $161 |
*Values retrieved from S&P Global.
Investment Implications
- Alignment: DeFerrari’s pay is tied to quality of earnings and cash flow via PRSUs (annual and 3-year goals) and cash incentives, supporting margin discipline and cash generation; FY 2025 goals produced full annual PRSU vesting and 29.4% supplemental vesting, consistent with strong execution .
- Retention and selling pressure: TRSUs vest ratably over four years; shareholding requirements force retention equal to base salary value; hedging/pledging ban reduces forced selling risk; FY 2025 off-cycle TRSU grants reinforce retention amid leadership transition .
- Change-of-control economics: Double-trigger severance with full equity vesting at target under CoC increases payout certainty; lack of excise tax gross-ups and robust clawback offset governance risk .
- Track record: CFO tenure coincides with multi-year revenue/EBITDA and EPS growth and outsized TSR versus peer group in 2025; shareholder support strong (97% Say-on-Pay), indicating confidence in pay-for-performance design [GetFinancials]* .