Peter T. Pruitt, Jr.
DYCOM INDUSTRIESAbout Peter T. Pruitt, Jr.
Independent director at Dycom Industries since 2018; age 68 with term expiring at the 2026 annual meeting. He chairs the Audit Committee and serves on the Finance Committee; the Board has determined he is the Audit Committee “financial expert.” A Certified Public Accountant, he retired as a Senior Partner of Deloitte & Touche LLP in 2019 after a 41‑year audit career, including serving as Office Managing Partner for Florida and Puerto Rico, bringing deep accounting, risk management and financial reporting expertise to DY’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Senior Partner; auditor (CPA) | Retired in 2019 after 41 years | Led offices as Managing Partner for Florida & Puerto Rico; extensive audit and financial accounting expertise applicable to audit oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Pruitt in the proxy |
Board Governance
- Committee assignments: Audit Committee Chair; Finance Committee member .
- Audit Committee meetings held in FY 2025: 6; Finance Committee meetings: 8 .
- Audit Committee “financial expert” determination: Chair Peter T. Pruitt meets SEC/NYS E standards; all Audit members financially literate .
- Independence: 8 of 9 current directors are independent; only the CEO is non‑independent; all committees except Executive are comprised solely of independent directors .
- Attendance: Board met 11 times in FY 2025; all directors attended at least 95% of Board meetings and 100% of the meetings of committees on which they served .
- Majority voting standard in uncontested elections; mandatory retirement age 68 and non‑employee director term limits (with limited waiver provisions) .
- Prohibition on hedging/pledging company stock by directors and executive officers under the Insider Trading Policy .
- No related person transactions in FY 2025 (Board policy requires Audit Committee review and approval if any arise) .
Fixed Compensation
Director compensation program terms for non‑employee directors (FY 2025):
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $75,000 |
| Committee chair fees | Audit Chair: $20,000; Compensation Chair: $15,000; Finance Chair: $10,000; Corporate Governance Chair: $15,000 |
| Meeting fees | Board: $2,250 per in‑person quarterly/special meeting, $1,000 per telephonic; Committee: $1,250 per in‑person, $750 per telephonic |
| Annual equity award | $150,000 grant date fair value in RSUs; vest ratably over 3 years |
| Optional deferral | Directors may elect to defer RSU settlement; may elect up to 100% of cash retainer in restricted stock/RSUs subject to transfer/forfeiture terms |
| Stock ownership guideline | ≥5× annual cash retainer; expected to meet within 5 years; directors must retain 50% of net after‑tax shares until guideline met; Board reports all non‑employee directors exceeded or made satisfactory progress as of Jan 25, 2025 |
Mr. Pruitt’s actual director compensation:
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash | $121,313 | $127,250 |
| Stock Awards (grant date fair value) | $169,494 | $169,480 |
| Option Awards | $0 | $0 |
| Total | $290,807 | $296,730 |
| Outstanding Unvested RSUs (as of fiscal year end) | 3,502 | 2,739 |
Grant detail (most recent cycle):
- Grant date and value: RSUs granted 5/23/2024 with $169,480 grant date fair value .
- Director equity plan availability: 106,436 shares available for future awards under the 2017 Non‑Employee Directors Equity Plan as of Jan 25, 2025 .
Performance Compensation
Directors do not receive performance‑based awards; equity is time‑vesting RSUs. Key parameters:
| Element | Terms |
|---|---|
| Annual RSU grant value | $150,000; vests ratably over 3 years, service‑based only |
| Cash retainer equity election | Up to 100% of cash retainer can be received in restricted stock/RSUs; subject to transfer restrictions and forfeiture; amount determined by fair market value with customary discount |
| Deferrals | RSU settlement may be deferred until Board service termination or specified date |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards | None listed for Mr. Pruitt in DY’s proxy |
| Compensation Committee interlocks | None; no member is a current/former officer/employee of DY, and no interlocks disclosed |
Expertise & Qualifications
- Certified Public Accountant with 41‑year audit career; led Deloitte offices (Florida & Puerto Rico) .
- Board‑designated Audit Committee “financial expert” with accounting and related financial management expertise .
- Deep knowledge of accounting, risk management, and financial reporting procedures; aligns with Audit Chair responsibilities .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (common shares) | 13,274 shares; <1% of outstanding |
| RSUs exercisable/vesting within 60 days (included for ownership purposes) | 1,480 RSUs |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy |
| Stock ownership guideline status | Board states each non‑employee director exceeded or is making satisfactory progress toward the threshold as of Jan 25, 2025 |
Governance Assessment
- Strengths for investor confidence: Independent Audit Chair with formal financial expert designation; full committee independence; strong attendance (100% of committees); robust majority voting, clawback for executives, anti‑hedging/pledging, and director ownership requirements that promote alignment .
- Compensation alignment: Director pay mix balances cash and time‑vesting equity; annual RSU grants are standard and non‑performance‑based, avoiding undue risk incentives; amounts are broadly stable YoY for Mr. Pruitt .
- Conflicts/related‑party exposure: None disclosed in FY 2025; external auditor is PwC (not Deloitte), reducing perceived audit conflicts given Mr. Pruitt’s Deloitte background .
- Shareholder signals: Say‑on‑Pay support was ~97% in May 2024 and ~96% in May 2023, indicating broad approval of compensation governance overseen by the Board .
- Watch items: Mandatory retirement age is 68 with term limits; Mr. Pruitt is 68 with term through 2026—Board may need to consider succession at Audit Chair or waive policy if in best interests of shareholders .