Laurie J. Thomsen
DYCOM INDUSTRIESAbout Laurie J. Thomsen
Laurie J. Thomsen, age 67, has served as an independent director of Dycom Industries since 2015 and currently chairs the Finance Committee, with additional service on the Audit and Corporate Governance Committees . She is an experienced private equity and venture investor, formerly an Executive Partner at New Profit, co-founder and General Partner at Prism Venture Partners, and General Partner at HarbourVest Partners, with earlier commercial lending experience at U.S. Trust . Thomsen also brings Fortune 100 board experience via The Travelers Companies, Inc., supporting strong governance and financial oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Profit, Inc. | Executive Partner | 2006–2010 | Venture philanthropy; board service 2001–2006 |
| Prism Venture Partners | Co‑founder and General Partner | 1995–2004 | Healthcare/technology investing; growth-stage governance |
| HarbourVest Partners | General Partner | 1988–1995 (at firm since 1984) | Institutional PE/VC fund investing; financial controls |
| U.S. Trust Company of New York | Commercial Lending | 1979–1984 | Credit underwriting; capital allocation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Travelers Companies, Inc. | Director | Not disclosed | Current public company directorship; Fortune 100 governance exposure |
Board Governance
- Independence: Independent director; Board currently has 8 of 9 independent members (CEO non‑independent) .
- Committees: Audit; Corporate Governance; Finance (Chair) .
- Committee activity: Audit met 6 times; Corporate Governance met 11 times; Finance met 8 times in FY2025 .
- Attendance: Board held 11 meetings; all directors attended at least 95% of Board meetings and 100% of their committee meetings in FY2025 .
- Leadership/structure: Independent Chairman; executive sessions without management; majority voting/resignation policy for directors .
- Governance safeguards: Clawback policy; prohibition on hedging/pledging; stock ownership guidelines for non‑employee directors (5× annual cash retainer, 5‑year compliance window) .
Fixed Compensation
| Component (FY2025) | Amount/Terms | Notes |
|---|---|---|
| Annual Board cash retainer | $75,000 | Standard for non‑employee directors |
| Committee chair fee | $10,000 (Finance Chair) | Finance Chair fee schedule |
| Committee membership fees | None beyond chair fee | No additional membership fee disclosed |
| Meeting fees | $2,250 per in‑person Board; $1,000 per telephonic Board; $1,250 per in‑person committee; $750 per telephonic committee | Paid per meeting attendance |
| FY2025 “Fees Earned or Paid in Cash” (Thomsen) | $128,000 | Director‑specific total cash/fee line item |
Performance Compensation
| Equity Element (FY2025) | Grant Date | Grant Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU award (continuing director) | 05/23/2024 | $169,480 | Ratable over 3 years | Director standard awards in RSUs; value computed under ASC 718 |
| Outstanding unvested RSUs (as of 01/25/2025) | N/A | N/A | N/A | 2,739 units outstanding |
- Equity plan features: Directors may elect to receive up to 100% of cash retainers in restricted stock/RSUs; RSU settlement may be deferred; ownership/holding requirements reinforce alignment .
Other Directorships & Interlocks
| Company | Sector Relationship to DY | Interlock/Conflict Indicator |
|---|---|---|
| The Travelers Companies, Inc. | Insurance; not a DY customer/supplier disclosed | No related‑party transactions in FY2025; no interlocks disclosed |
- Service limits policy: DY prohibits serving on more than three public company boards unless the Board determines no adverse impact; directors must pre‑clear new board roles with the Chairman and Corporate Governance Chair .
Expertise & Qualifications
- Finance/investments: Extensive private equity and venture capital experience; deep knowledge of accounting, financial controls, corporate finance structure and strategy .
- Governance: Fortune 100 board service; governance practices and M&A expertise .
- Industry relevance: Investment perspective aids capital management and strategic oversight in telecom infrastructure services .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership | 18,916 shares | As of March 24, 2025 |
| RSUs/Options acquirable within 60 days | 1,480 RSUs; 0 options | As of March 24, 2025 |
| Ownership guidelines status | Exceeded or satisfactory progress (non‑employee directors) | 5× annual cash retainer guideline; Board‑reported status |
| Hedging/pledging | Prohibited | Per Insider Trading Policy |
Governance Assessment
- Strengths: Independent status; multi‑committee engagement; Finance Committee chair role enhances capital allocation oversight; perfect committee attendance; strong director ownership alignment; anti‑hedging/pledging and clawback policies bolster investor confidence .
- Compensation alignment: Mix of cash retainer, meeting fees, and multi‑year RSUs supports long‑term orientation; FY2025 director stock awards in RSUs with three‑year vesting; holding requirements until guideline attainment .
- Conflicts/related parties: No related‑party transactions in FY2025; service limits and pre‑clearance reduce interlock risk; Travelers directorship not a disclosed DY conflict .
- Shareholder signals: Strong governance framework (majority voting, executive sessions, board evaluations); recent say‑on‑pay support at ~97% (executive comp program governance) indicates favorable investor sentiment .
- Succession/refreshment risks: Mandatory retirement age 68 and director term limits could prompt near‑term refreshment; Thomsen is age 67 and term‑limit/retirement policies apply, though waivers are possible by unanimous vote .
RED FLAGS: None identified for related‑party transactions, hedging/pledging, or attendance; monitor approaching mandatory retirement/term limits for continuity .
Director Compensation Detail (FY2025)
| Item | Laurie J. Thomsen | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $128,000 | |
| Stock Awards (grant‑date fair value) | $169,480 | |
| Total | $297,480 | |
| Annual RSU grant date | 05/23/2024 | |
| RSU vesting schedule | Ratable over 3 years | |
| Outstanding unvested RSUs | 2,739 |
Insider Trades
- Not disclosed in the proxy statement; no Form 4 transaction details provided in available materials. Security ownership and outstanding RSUs are presented above .