Kevin M. Wetherington
DYCOM INDUSTRIESAbout Kevin M. Wetherington
Kevin M. Wetherington is Executive Vice President and Chief Operating Officer of Dycom Industries, appointed October 7, 2024; he is 55 and holds a B.S. in Mechanical Engineering from the University of Florida . He previously led operations and HSE at Baker Hughes, including President, North America Region (2017–2019), and held senior roles at Weatherford, Precision Drilling, and Schlumberger, bringing deep operational and safety expertise in large-scale field organizations . Dycom’s FY2025 operating backdrop featured strong shareholder returns (value of a $100 initial investment of $433 vs $161 for peer TSR), net income of $235 million, and an operating cash flow to qualifying net income ratio of 1.46x, supporting above-target incentive outcomes across the team . Say-on-pay support was 97% at the May 2024 meeting, indicating broad shareholder alignment with pay design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Baker Hughes Company | Chief Health, Safety, Environment, Security & Quality Officer | Not disclosed | Led global HSESQ; strengthened safety and compliance culture at scale |
| Baker Hughes Company (GE era) | President, North America Region | 2017–2019 | Oversaw ~7,500 employees and ~$6B revenue; drove regional performance |
| Weatherford International plc | Director, North America; other senior roles | 2009–2010 (Director), 2005–2010 (various) | Managed North America business; integration from prior acquisitions |
| Precision Drilling Corporation | Various positions | Until 2005 | Roles in Energy Services and International Contract Drilling prior to Weatherford acquisition |
| Schlumberger NV | Various positions | Not disclosed | Early career technical and operational experience in oilfield services |
External Roles
No public-company board roles or other external directorships disclosed for Wetherington .
Fixed Compensation
| Component | FY 2025 Value | Notes |
|---|---|---|
| Base Salary | $725,000 | Set upon appointment as EVP & COO |
| Target Annual Bonus % | 90% of base | Under annual incentive plan; prorated for FY2025 service |
| Actual Bonus Paid | $350,000 | Equals 157% of prorated base; awarded for strong leadership and operational impact |
| All Other Compensation | $319 | Company-paid term life and LTD premiums |
Performance Compensation
Annual Incentive Plan (FY2025)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive (COO) | Not disclosed | 90% of base (prorated) | Individual performance and company results (discretionary within ranges) | $350,000 (157% of prorated base) | Cash (paid in FY2025/26 per plan) |
Notes:
- Dycom’s incentive architecture emphasizes earnings quality (operating earnings above a contract revenue threshold) and cash flow discipline via the operating cash flow ratio; CEO awards are formulaic using these measures, while other NEOs are calibrated to company performance and individual impact within pre-set ranges .
- Wetherington did not receive performance-vesting RSUs for FY2025 due to joining late in the year; his equity in FY2025 is time-vesting RSUs only .
Long-Term Equity Awards (FY2025)
| Grant Date | Type | Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| 10/07/2024 | Time-vesting RSUs | 5,439 | $1,038,196 | 25% annually on each of the first four anniversaries of 10/07/2024 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | No shares reported as of March 24, 2025 (less than 1%) |
| Vested vs Unvested | Vested RSUs: 0; Unvested RSUs: 5,439 (market value $1,048,857 at $192.84 on 01/25/2025) |
| Options | None outstanding |
| Ownership guidelines | Named executive officers must retain vested shares equal in value to base salary; Wetherington had no vested restricted stock as of 01/25/2025 and is progressing toward compliance as awards begin vesting |
| Hedging/pledging | Prohibited for executive officers per Insider Trading Policy (no hedges, pledges, short sales) |
Employment Terms
| Term | Provision |
|---|---|
| Role & start date | EVP & COO, effective October 7, 2024 |
| Agreement term | 3-year initial term to October 7, 2027; auto one-year renewals; extended to 2 years post-change-of-control |
| Base & target bonus | Base $725,000; target bonus 90% of base (prorated for FY2025) |
| Initial equity | Time-vesting RSUs with $1,000,000 target value (45-day average price methodology); 25% per year over 4 years |
| Severance (no CoC) | 2x (base + greater of avg 3-year bonus or 90% of base); benefits continuation up to 24 months; release required |
| Severance (on/after CoC) | Lump sum 2x (base + greater of avg 3-year bonus or performance-based bonus prorated); benefits continuation; immediate vesting of all equity; PSUs vest at target; release required |
| Illustrative payouts (as of 01/25/2025) | Termination without cause: $2,755,000; CoC termination/resignation for good reason: $3,105,000; benefits continuation: $53,936; stock awards: $1,048,857 (market value) |
| Restrictive covenants | Confidentiality (5 years); non-compete (1 year); non-solicitation (1 year) |
| Arbitration | Employment disputes resolved via arbitration in Palm Beach County, FL |
| Clawback | Company-wide Dodd-Frank/NYSE-compliant clawback for current/former executive officers upon restatement; administered by Compensation Committee |
Investment Implications
- Alignment and retention: A sizable, multi-year time-vesting RSU grant (5,439 units) beginning to vest from October 7, 2025 creates retention hooks; insider hedging/pledging prohibitions and shareholding requirements reduce misalignment risk and potential forced selling, though initial vesting tranches may create incremental supply as he builds toward guideline thresholds .
- Incentive design: While Wetherington’s FY2025 bonus was discretionary within ranges (157% of prorated base), Dycom’s broader incentive framework ties payouts to earnings quality and cash flow discipline, reinforcing margin/cash execution—an area aligned to his operational background .
- Change-of-control economics: Double-trigger CoC protection with immediate equity vesting (PSUs at target) and 2x cash multiple plus prorata bonus is competitive but not excessive; restrictive covenants (non-compete/non-solicit) mitigate transition risk and preserve enterprise value .
- Governance signals: Strong say-on-pay support (97%) and a robust clawback policy point to shareholder-friendly practices; no excise tax gross-ups or options repricing, and explicit bans on hedging/pledging strengthen alignment and reduce red flags .
- Execution risk: Limited personal share ownership as of March 2025 indicates alignment is primarily via unvested RSUs; as awards vest and shareholding requirements apply, his “skin in the game” should increase, but near-term ownership remains building rather than established .