Luis Avila-Marco
DYCOM INDUSTRIESAbout Luis Avila-Marco
Independent director at Dycom Industries since 2023; age 56; current term expires at the 2026 Annual Meeting. Serves on the Audit Committee and Compensation Committee; background includes senior corporate strategy roles in communications and technology, notably SVP Strategy & Corporate Development at Cox Enterprises (to Dec 2021), EVP Strategy & Corporate Development at Juniper Networks (2008–2014), and multiple strategic leadership roles at Scientific-Atlanta/Cisco (1994–2008) . He is classified as independent under NYSE standards; Dycom’s board currently comprises eight independent directors and one non-independent director (the CEO) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cox Enterprises, Inc. (private) | Senior Vice President, Strategy & Corporate Development | To Dec 2021 | Led corporate strategy and inorganic growth opportunities |
| Juniper Networks, Inc. | Executive Vice President, Strategy & Corporate Development | 2008–2014 | Defined, communicated, and implemented corporate strategy |
| Scientific-Atlanta (a Cisco company) | Director Worldwide Sales & Marketing; Director Strategic Marketing & Corporate Development; VP Corporate Strategic Planning | 1994–2008 | Multiple leadership roles in strategy, marketing, and planning |
External Roles
| Company/Institution | Role | Tenure | Committees |
|---|---|---|---|
| None disclosed in proxy | — | — | — |
| No other public company directorships or committee roles are disclosed for Avila‑Marco in Dycom’s proxies . |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member (Compensation Committee met 14 times in fiscal 2025) .
- Board leadership: Independent Chairman (Richard K. Sykes) effective Dec 1, 2024; independent directors hold executive sessions without management as needed .
- Attendance: In fiscal 2025 the Board held 11 meetings; all directors attended ≥95% of Board meetings and 100% of committee meetings on which they served .
| Governance Item | Detail |
|---|---|
| Independence status | Independent director |
| Committees | Audit; Compensation |
| Audit Committee meetings FY2025 | 6 |
| Compensation Committee meetings FY2025 | 14 |
| Attendance FY2025 | ≥95% Board; 100% committees (all directors) |
| Executive sessions | Independent directors hold executive sessions; independent Chairman presides |
Fixed Compensation
Dycom’s non-employee director fee structure (FY2025):
- Annual cash retainer: $75,000
- Lead Independent Director fee: $25,000 (superseded by Chairman fee once separate roles adopted)
- Committee chair fees: Audit $20,000; Compensation $15,000; Corporate Governance $15,000; Finance $10,000
- Meeting fees: Board in-person $2,250; Board telephonic $1,000; Committee in-person $1,250; Committee telephonic $750
Individual compensation (Avila‑Marco):
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 28,541 | 188,368 | 216,910 |
| 2025 | 55,000 | 214,480 | 269,480 |
Notes:
- Directors may elect to take up to 100% of cash retainer in restricted stock (six-month transfer restriction) .
- Annual equity award grant date fair value targeted at $150,000, 100% RSUs, vesting ratably over three years .
Performance Compensation
Director equity is time-based (no performance metrics for director RSUs). Grant history (Avila‑Marco):
| Grant Date | Instrument | Grant Date Fair Value ($) |
|---|---|---|
| 06/14/2023 | Restricted Stock (initial appointment) | 160,181 |
| 07/31/2023 | RSU/Restricted Stock | 17,028 |
| 10/30/2023 | RSU/Restricted Stock | 11,323 |
| 01/29/2024 | RSU/Restricted Stock | 11,261 |
| 04/29/2024 | RSU/Restricted Stock | 11,335 |
| 05/23/2024 | Annual RSU Grant | 169,480 |
| 07/29/2024 | RSU/Restricted Stock | 11,396 |
| 10/28/2024 | RSU/Restricted Stock | 11,302 |
Vesting: Annual director RSUs vest ratably over three years, subject to continued service; settlement of RSUs may be deferred to separation or a specified date .
Other Directorships & Interlocks
| Company | Role | Potential Interlock |
|---|---|---|
| None disclosed | — | None disclosed |
No compensation committee interlocks involving Dycom executives and the members of Dycom’s Compensation Committee (including Avila‑Marco) are disclosed .
Expertise & Qualifications
- Communications and technology industry leadership; corporate strategy, M&A, venture investments .
- Board-relevant skills: corporate strategy, corporate finance, operational issues common to Dycom’s industry .
Equity Ownership
| As-of Date | Shares Beneficially Owned | RSUs/Options Exercisable within 60 Days | % of Outstanding | Unvested RSUs Outstanding |
|---|---|---|---|---|
| Mar 25, 2024 | 406 | RSUs: —; Options: — | * | — |
| Mar 24, 2025 | 1,515 | RSUs: 338; Options: — | * | 2,022 |
Ownership alignment policies:
- Non-employee directors must own stock equal to ~5× annual cash retainer; expected to comply within five years; as of Jan 25, 2025, each non-employee director has exceeded or is making satisfactory progress toward the threshold .
- Hedging and pledging of company stock by directors are prohibited under Dycom’s Insider Trading Policy .
Governance Assessment
- Strengths: Independent status; dual committee service (Audit and Compensation) with high committee activity (Audit 6, Comp 14 meetings in FY2025); strong overall attendance (≥95% Board, 100% committees, all directors) .
- Compensation governance: Independent compensation consultant (Compensation Strategies, Inc.) engaged directly by the Compensation Committee; consultant attended 12 of 14 committee meetings in FY2025; no interlocks disclosed .
- Alignment: Ongoing progress on director stock ownership requirements; RSU grants align director interests with shareholders; hedging/pledging prohibited .
- Shareholder signals: Strong Say‑on‑Pay support (≈97% approval at May 2024; ≈96% at May 2023), indicating broad shareholder confidence in compensation governance .
- Conflicts/related parties: No related person transactions in FY2025 or FY2024; Audit Committee reviews potential conflicts and related-party deals per policy .
Potential watchpoints:
- Direct share ownership remains modest (1,515 shares as of Mar 24, 2025), though unvested RSUs and guideline progress are noted; continued monitoring of ownership guideline compliance helpful for alignment assessment .
- Dual service on Audit and Compensation concentrates oversight responsibilities; ensure continued vigilance on audit independence and pay-risk calibration .
Overall, Avila‑Marco’s independence, relevant industry strategy expertise, committee engagement, and absence of conflicts support board effectiveness and investor confidence; compensation and ownership policies appear aligned with shareholder interests and governance best practices .