Phillip R. Gallagher
DYCOM INDUSTRIESAbout Phillip R. Gallagher
Phillip R. Gallagher was appointed as an independent director of Dycom Industries, Inc. on October 7, 2025, for a term extending until the 2026 Annual Meeting of Shareholders; the Board determined he is independent under NYSE and Company guidelines . Gallagher is the Chief Executive Officer and a director of Avnet, Inc. (NASDAQ: AVT) and holds a B.B.A. from Drexel University . At appointment, his Form 3 reported no beneficial ownership of DY securities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avnet, Inc. | Chief Executive Officer | Nov 2020–present | Oversaw corporate strategy, M&A, business development, venture investments |
| Avnet, Inc. | Interim Chief Executive Officer | Jul 2020–Nov 2020 | Led transition period prior to permanent CEO appointment |
| Avnet, Inc. | President, Electronic Components | Aug 2018–Nov 2020 | Senior leadership in global distribution |
| Avnet, Inc. | Global President, Core Distribution Business | May 2017–Aug 2018 | Led core distribution operations |
| Avnet, Inc. | Various executive roles (sales, marketing, operations) | 1982–2014 | 38 years of leadership experience |
| TTI, Inc. | President, Americas Sales and Marketing | 2016–2017 | Led regional commercial operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avnet, Inc. (NASDAQ: AVT) | Director | 2020–present | Board oversight aligned with CEO responsibilities |
Board Governance
- Appointment and independence: Appointed Oct 7, 2025; Board determined independence; no committee assignments at appointment; Board size increased from eight to nine at that time .
- Term: Serving until the 2026 Annual Meeting of Shareholders .
- Attendance norms: In fiscal 2025, Dycom’s directors attended ≥95% of Board meetings and 100% of their committee meetings; directors are encouraged to attend the annual meeting .
- Stock ownership guidelines: Non-employee directors must own shares approximating 5x annual cash retainer, generally within 5 years; retain 50% of net after-tax shares until threshold achieved; as of Jan 25, 2025, all non-employee directors exceeded or were making satisfactory progress toward thresholds .
- Insider trading policy: Hedging and pledging of DY stock are prohibited for directors and executive officers .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (FY 2026 for Gallagher) | $80,000 | Paid quarterly; prorated from Oct 7, 2025 commencement |
| Annual cash retainer (standard FY 2025 program) | $75,000 | Program baseline for non-employee directors |
| Meeting fees – Board (in-person) | $2,250 per meeting | FY 2025 program terms |
| Meeting fees – Board (telephonic) | $1,000 per meeting | FY 2025 program terms |
| Meeting fees – committee (in-person) | $1,250 per meeting | FY 2025 program terms |
| Meeting fees – committee (telephonic) | $750 per meeting | FY 2025 program terms |
| Chair fees – Audit | $20,000 annually | FY 2025 program terms |
| Chair fees – Compensation | $15,000 annually | FY 2025 program terms |
| Chair fees – Corporate Governance | $15,000 annually | FY 2025 program terms |
| Chair fees – Finance | $10,000 annually | FY 2025 program terms |
Performance Compensation
| Equity Award | Grant Date | Grant Date Fair Value | Vesting |
|---|---|---|---|
| RSUs (initial grant to Gallagher) | Oct 7, 2025 | $175,000 | Subject to program and proration; Board’s director equity plan annual RSUs vest ratably over 3 years (general program terms) |
| Director Equity Plan (program terms) | — | Annual RSU grants typically $150,000 for continuing directors | RSUs generally vest ratably over 3 years; directors may elect to take cash retainer in restricted stock/RSUs; deferral permitted |
Note: Gallagher’s 8-K specifies the RSU fair value and proration; vesting terms follow the Director Equity Plan’s standard ratable schedule for annual director RSUs .
Performance Metric Table (Directors)
| Metric Type | Applicability to Directors |
|---|---|
| Financial/operational metrics (e.g., revenue, EBITDA, TSR) | Not applicable; director RSUs are time-vesting under the Director Equity Plan (no performance-vesting for directors) |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| Avnet, Inc. | CEO and Director | Avnet is a global electronics distributor; Dycom is telecom/utility infrastructure services. Board determined Gallagher is independent; no related party transactions disclosed under Item 404(a) at appointment . |
- Related party transactions: None involving Gallagher disclosed at appointment .
Expertise & Qualifications
- Executive leadership in distribution, supply chain, and operations across industrial, telecom, aerospace/defense, and automotive end markets .
- Extensive M&A, corporate strategy, business development, and venture investment experience .
- Degree: B.B.A., Drexel University .
Equity Ownership
| Item | Status | Evidence |
|---|---|---|
| Total beneficial ownership at appointment | 0 shares (Form 3: “No securities are beneficially owned.”) | |
| RSUs granted (initial) | $175,000 fair value; number of units not disclosed | |
| Vested vs. unvested | Initial grant expected to be unvested; program RSUs vest ratably over 3 years | |
| Shares pledged as collateral | Prohibited by insider trading policy | |
| Hedging policy | Hedging prohibited | |
| Ownership guideline | 5x annual cash retainer; 5-year compliance horizon; retain 50% of net after-tax shares until threshold |
Insider Filings & Transactions
| Filing | Date of Event | Summary |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Oct 7, 2025 | Filed Oct 8, 2025; reports no beneficial ownership of DY securities |
Say-on-Pay & Shareholder Feedback
| Item | 2024 Result | 2025 Result |
|---|---|---|
| Advisory vote on executive compensation | ~97% approval at May 2024 Annual Meeting | Votes For 22,788,736; Against 1,541,821; Abstain 113,680; Broker Non-Votes 1,540,494 |
Governance Assessment
- Strengths: Independent appointment; no related-party transactions; strong governance program (majority independent Board, mandatory retirement, term limits, majority voting standard, executive sessions, clawback policy for executives) supports investor confidence .
- Alignment: Director equity grants with multi-year vesting and stringent stock ownership guidelines (5x retainer) align interests with shareholders; hedging/pledging prohibitions reduce misalignment risk .
- Engagement: While Gallagher’s committee assignments were not established at appointment, Dycom committees are fully independent and active; Board and committee attendance metrics are strong, signaling robust engagement overall .
- Watch items: Concurrent Avnet CEO role—monitor for any procurement or business overlaps with Dycom counterparts; Board has affirmed independence and no Item 404 transactions, but ongoing surveillance for potential conflicts is prudent .
- Shareholder sentiment: Consistently high Say-on-Pay approval underscores confidence in compensation governance .
No red flags identified from filings regarding hedging/pledging, option repricing, tax gross-ups, or related-party transactions involving Gallagher .