Richard K. Sykes
DYCOM INDUSTRIESAbout Richard K. Sykes
Independent Chairman of the Board at Dycom Industries since December 1, 2024; director since 2018; age 65. Former Senior Partner at McKinsey & Company (1996–2017) with prior roles at A.T. Kearney (1990–1995) and Eli Lilly (engineering/management), bringing deep expertise in enterprise transformation, operations, organization, and strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner; firm leadership roles | 1996–2017 | Led enterprise transformation, strategy, operations; managed Midwest Office; D&I program member |
| A.T. Kearney | Vice President & Partner | 1990–1995 | Strategy/operations consulting |
| Eli Lilly | Engineering and management roles | Pre‑1990 | Manufacturing operations experience |
| Dycom Industries | Lead Independent Director | Nov 2019–Nov 2024 | Chaired executive sessions; agenda setting; shareholder liaison; risk coordination |
| Dycom Industries | Independent Chairman of the Board | Dec 2024–present | Presides over Board/executive sessions; agenda approval; liaison between independents and management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed in proxy | — | — | Company policy requires pre‑notification/Board review for other boards, with limits to ≤3 public boards absent Board determination |
Board Governance
- Independence: Sykes is an independent director; Board has 8 of 9 independent members and an independent Chair structure post‑CEO transition .
- Committees: Corporate Governance Committee (Chair); Executive Committee member; previously on Compensation Committee (FY2024) .
- Attendance: Board held 11 meetings in FY2025; all directors attended ≥95% of Board and 100% of their committee meetings; 2024 Annual Meeting attendance was 100% .
- Executive sessions: Independent directors meet in executive session; Chair presides .
| Committee | Role | FY2025 Meetings | Responsibilities (highlights) |
|---|---|---|---|
| Corporate Governance | Chair | 11 | Director nominations, leadership structure, committee assignments, CEO eval input, succession, ESG oversight, annual evaluations |
| Executive | Member | — | Acts for Board between meetings (non‑delegable matters excluded) |
| Compensation (FY2024) | Member | 8 (FY2024) | Exec/Director pay oversight, plans, peer group, say‑on‑pay, clawback administration |
Fixed Compensation
Policy framework (FY2025):
- Annual director cash retainer: $75,000; Corporate Governance Chair fee: $15,000; meeting fees: $2,250 in‑person Board/$1,000 telephonic; $1,250 in‑person committee/$750 telephonic. Additional monthly retainer of $25,000 paid Apr–Aug 2024 for CEO transition work. Independent Chairman annual retainer: $150,000 effective upon appointment (paid quarterly) .
Sykes’ reported compensation:
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $144,127 | $303,989 |
| Notes | Includes Lead Director fee and meeting fees | Includes Chairman retainer plus meeting/chair fees; reflects transition workload |
Performance Compensation
Non‑employee director equity is time‑based (not performance‑based); vesting aligns with tenure and ownership guidelines.
| Grant Date | RSU Grant Fair Value ($) | Vesting | Outstanding Unvested RSUs (as of Jan 25, 2025) |
|---|---|---|---|
| 05/23/2024 | $169,480 | Ratable over 3 years, subject to continued service; settlement may be deferred | 2,739 units |
- Directors may elect up to 100% of cash retainer in restricted stock/RSUs (6‑month transfer restriction; customary discount applied for forfeiture risk) .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| None disclosed | — | Company reported no related person transactions in FY2025; audit committee reviews any potential related party transactions ≥$120k . |
Expertise & Qualifications
- Strategic, financial, and capital allocation acumen rooted in top‑tier management consulting and industrial operations .
- Governance leadership: former Lead Independent Director; current independent Chairman overseeing agenda, executive sessions, and transition governance .
- ESG oversight via Corporate Governance Committee chairship (includes human capital, ethics, policies) .
Equity Ownership
| As‑of Date | Shares Beneficially Owned | Percent of Outstanding | Unvested RSUs |
|---|---|---|---|
| March 24, 2025 | 17,356 | <1% (star indicates less than 1%) | 2,739 |
- Ownership alignment: Non‑employee directors must own ≥5× annual cash retainer; must retain 50% of net after‑tax shares from equity awards until threshold; as of Jan 25, 2025, all non‑employee directors exceeded or were progressing toward thresholds .
- Hedging/pledging: Prohibited for directors and officers; no pledging permitted (margin exception only for option exercises) .
Insider Trades
| Date | Filing | Transaction | Source |
|---|---|---|---|
| May 22, 2025 | Form 4 | Stock Award (RSUs granted; each RSU = 1 share on settlement) | |
| May 24, 2024 | Form 4 | Stock Award (RSUs granted) | |
| May 23, 2024 | Insider roster entry | Stock Award (Grant) |
Note: Form 4s describe RSU grants; each RSU is a contingent right to one Dycom share upon vesting/settlement.
Director Compensation (Totals & Mix)
| Component | FY2024 | FY2025 |
|---|---|---|
| Stock Awards (Grant‑date fair value, $) | $169,494 | $169,480 |
| Total Compensation ($) | $313,621 | $473,469 |
- Increase in FY2025 cash comp reflects added Chairman responsibilities and pre‑transition monthly retainer, consistent with governance leadership needs during CEO succession .
Say‑on‑Pay & Shareholder Feedback
| Year | Approval % |
|---|---|
| 2023 | ~96% approval |
| 2024 | ~97% approval |
Governance Assessment
- Strengths: Independent Chair structure post‑transition; majority‑independent Board; robust committee architecture; strong attendance; majority voting with resignation policy; director ownership guidelines; prohibition on hedging/pledging; established clawback for executives; comprehensive ESG/cyber oversight via committees .
- Alignment: Sykes holds 17,356 shares and 2,739 unvested RSUs; director equity grants vest over time and can be deferred, supporting long‑term alignment .
- Conflicts/Related Parties: None reported for FY2025; audit committee pre‑screens related‑party transactions; service on other boards is controlled to prevent overboarding/conflicts .
- RED FLAGS: None identified in disclosures. Watch items include mandatory retirement policy at age 68 (Sykes aged 65) and director term limits, which promote refreshment but could lead to near‑term turnover planning .