William Sandbrook
COMFORT SYSTEMS USAAbout William J. Sandbrook
Independent director since 2018; age 67 as of March 31, 2025. Former President/CEO and Chairman of U.S. Concrete (2011–2020), and senior executive at Oldcastle/CRH; currently Executive Chairman and Chair of Andretti Acquisition Corp. II (SPAC) since September 2024 and a director at Knife River Corporation (appointed June 2023). Registered Professional Engineer with an MBA (Wharton), MS Systems Engineering (University of Pennsylvania), MPP (Naval War College), MA International Relations (Salve Regina), and BS (U.S. Military Academy), with 30+ years of building materials and construction operations experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Concrete, Inc. | President & CEO; Chairman of the Board | Aug 2011–Apr 2020 (CEO); May 2018–Apr 2020 (Chair) | Led growth, industry recognition including NRMCA awards |
| Oldcastle Inc. (CRH) | CEO, Products & Distribution Group; CEO, Architectural Products; President, Materials West | 2003–2011 (various roles) | P&L leadership across U.S., Canada, South America |
| Tilcon New York | President & CEO; Vice President | 1992–2002 (CEO); 1992–1995 (VP) | Regional aggregates leadership |
| U.S. Army | Officer (13 years) | Prior to 1992 | Leadership background and public service recognition |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Andretti Acquisition Corp. II | Executive Chairman; Chair of Board | Sep 2024–present | SPAC formed to effect a business combination |
| Andretti Acquisition Corp. | Chairman & Co‑CEO | Jan 2022–Apr 2024 | SPAC leadership |
| Knife River Corporation | Director | Appointed Jun 2023 | Aggregates industry board service |
| National Ready Mix Concrete Association | Chairman | Mar 2019–Mar 2020 | Industry leadership |
Board Governance
- Independence: Board determined Sandbrook is independent under NYSE, FIX Independence Guidelines, and SEC rules .
- Attendance: Directors attended ≥75% of Board/committee meetings in 2024; Sandbrook met the threshold (exception noted only for Kapoor post‑appointment). All directors attended the 2024 Annual Meeting .
- Committee memberships:
- 2025: Compensation & Human Capital; Nominating, Governance & Sustainability .
- 2024: Audit; Compensation & Human Capital .
- Chair roles: None; Compensation Committee chaired by Constance E. Skidmore; Audit Committee chaired by Pablo G. Mercado; Nominating Committee chaired by Vance W. Tang (2024) .
- Executive sessions: Non‑employee directors (independent) meet separately at each regular Board meeting under the independent Chair .
- Lead Independent Director: Not appointed due to independent non‑executive Chair structure .
| Year | Audit | Compensation & Human Capital | Nominating, Governance & Sustainability |
|---|---|---|---|
| 2024 | Member | Member | Not a member |
| 2025 | Not listed | Member | Member |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Board Cash Retainer ($) | $80,000 | $80,000 |
| Committee Chair Fees ($) | $20,000 (Comp or Nominating chair) / $30,000 (Audit chair) – Sandbrook not chair | $20,000 (Comp or Nominating chair) / $30,000 (Audit chair) – Sandbrook not chair |
| Board Chair Fee ($) | $100,000 (not applicable to Sandbrook) | Increased to $125,000 eff. May 17, 2024 (not applicable to Sandbrook) |
| Director Compensation | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $80,000 | $80,000 |
| Stock Awards ($) | $159,984 | $159,716 |
| Total ($) | $239,984 | $239,716 |
- Director stock ownership guideline: Must own Common Stock equal to 10× annual cash Board fees (excluding chair fees) within five years; all non‑employee directors in compliance or phase‑in .
Performance Compensation
| Equity Component | Grant Structure | Vesting | 2024 Grant Detail |
|---|---|---|---|
| Annual equity grant (directors) | Fully‑vested Common Stock | Immediate vesting | 498 shares; grant date fair value ≈$160,000 (Sandbrook: $159,716) |
- Director equity grants are not performance‑based; fully vested upon grant per policy .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| Andretti Acquisition Corp. II | Public (SPAC) | Executive Chairman; Board Chair | Since Sep 2024 |
| Knife River Corporation | Public | Director | Appointed Jun 2023 |
- Aggregate “Other Current Public Company Boards” count for Sandbrook: 2 .
- FIX policy highlights include “No overboarding” governance practice .
Expertise & Qualifications
- Deep operations leadership in building materials and construction; prior public company CEO and board experience .
- Registered Professional Engineer; advanced degrees in engineering, policy, and business (Wharton MBA; MS Systems Engineering; MPP; MA; BS West Point) .
- Industry recognition: Lifetime Achievement (NJ Concrete & Aggregate Association), NRMCA William B. Allen Award, Pit & Quarry Hall of Fame induction .
Equity Ownership
| As of | Common Shares Owned | Options (Exercisable/Unexercisable) | Total Beneficial Ownership | % of Class | Notes |
|---|---|---|---|---|---|
| Mar 1, 2024 | 13,026 | 0/0 | 13,026 | <1% | Includes 170 shares held by a household member |
| Mar 1, 2025 | 13,524 | 0/0 | 13,524 | <1% | Includes 170 shares held by a household member |
- Anti‑hedging/pledging policy prohibits hedging and pledging of Company securities by directors and executives .
Governance Assessment
- Strengths: Independent status, consistent committee service across compensation and nominating/ESG oversight, satisfactory attendance, and adherence to robust governance frameworks (stock ownership guidelines; clawback; anti‑hedge/pledge) that align board incentives with shareholders .
- Alignment: Annual director equity grants (fully vested stock ≈$160k) plus cash retainer create straightforward, transparent compensation; director ownership requirements (10× fee) further support alignment .
- Workload considerations: Holds two other public boards, consistent with FIX’s “no overboarding” practice; investors should monitor time commitments given SPAC leadership, but FIX discloses a policy to prevent overboarding .
- Shareholder signals: Strong Say‑on‑Pay support (≈95% in 2024; ≈97% in 2023) reflects broad investor confidence in FIX’s compensation governance, which Sandbrook helps oversee via committee roles .
Related‑party transactions: The proxies include a “Certain Relationships and Related Transactions” section; no specific disclosures involving Sandbrook are surfaced in the sections reviewed .
Compensation committee practices: Independent consultant (Compensation Advisory Partners) used; peer group refined in 2024 to better reflect market comparables; directors’ chair fees and equity policy calibrated to market .
Notes on Company‑Level Governance Context
- Clawback policy expanded to Dodd‑Frank/SEC and listing standard requirements; anti‑hedging/pledging and stock ownership requirements in place .
- Board risk oversight includes bi‑annual sustainability reviews (Nominating Committee) and annual ERM matrix (Audit Committee) .
- Investor engagement: >200 meetings in 2024 across conferences/roadshows .