William Sandbrook
About William J. Sandbrook
William J. Sandbrook (age 67) is an independent director of Knife River Corporation (KNF) since 2023. He chairs the Nominating & Governance Committee and serves on the Audit Committee, bringing over 30 years of leadership in construction materials, aggregates, and public-company governance, including prior CEO roles at U.S. Concrete and senior leadership at Oldcastle/CRH . His board tenure at KNF is two years as of December 31, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Concrete, Inc. | President (2011–2019); CEO & Director (2011–2020); Chair (2018–2020); Director (2020–2021) | 2011–2021 | Led public construction materials supplier; industry recognition (William B. Allen award; Pit & Quarry Hall of Fame 2018) |
| Oldcastle, Inc. (CRH) | CEO, Products & Distribution (2008–2011); CEO, Architectural Products (2006–2008); President, Materials West Division (2003–2006) | 2003–2011 | Oversaw U.S./Canada operations and CRH South America businesses; extensive P&L leadership |
| Andretti Acquisition Corp. | Chair & Co‑CEO (SPAC) | Jan 2022–Apr 2024 | Former SPAC leadership prior to launching Andretti Acquisition Corp. II |
| National Ready Mixed Concrete Association | Chair | Mar 2019–Mar 2020 | Industry leadership; William B. Allen award recipient (2018) |
| Pit & Quarry Hall of Fame | Inductee | 2018 | Recognized for contributions to aggregates industry |
External Roles
| Organization | Role | Tenure | Committees/Responsibilities |
|---|---|---|---|
| Comfort Systems USA, Inc. (NYSE: FIX) | Director | Apr 2018–present | Compensation & Human Capital; Nominating, Governance & Sustainability committees |
| Andretti Acquisition Corp. II (SPAC) | Executive Chairman & Chairman of the Board | Sep 2024–present | Board notes this SPAC role is not considered an “executive officer” role due to lower time commitment |
Board Governance
- Independence: Board affirmatively determined all directors except the CEO are independent; Sandbrook is independent .
- Committee assignments: Audit Committee member and “audit committee financial expert”; Nominating & Governance Committee Chair .
- Committee activity: Audit Committee met nine times in 2024; Nominating & Governance met five times in 2024 .
- Attendance: In 2024, each director attended at least 75% of the combined board and committee meetings; the board held seven meetings .
- Governance features: Executive sessions at each quarterly meeting; separated Chair/CEO; majority voting standard; proxy access; board refresh process; overboarding policy (no more than two other public boards) – Sandbrook is within limits (two other boards) .
Fixed Compensation (Non-Employee Director)
| Component | Policy Detail | 2024 Actual (Sandbrook) | Notes |
|---|---|---|---|
| Annual cash retainer | $110,000 | $119,435 | Cash fees earned/paid (includes committee chair cash) |
| Committee chair fee (Nominating & Governance) | $15,000 | Included in cash | Paid monthly; audit chair = $20,000; nom/gov chair = $15,000 |
| Meeting fees | None | N/A | No attendance fees |
| Group life insurance | $100,000 coverage | $103 | Annual premium cost |
Performance Compensation (Equity)
| Grant Date | Instrument | RSUs (#) | Grant-Date Fair Value | Vesting / Settlement |
|---|---|---|---|---|
| May 15, 2024 | RSUs | 1,905 | $150,000 | Vests and settles in shares immediately prior to the next annual meeting |
In May 2024 KNF shifted director equity from fully-vested stock to RSUs (time-based) to enhance holding/retention alignment. Chiodo’s separate prorated grant is disclosed for reference; Sandbrook’s outstanding RSUs at 12/31/24 were 1,905 .
Other Directorships & Interlocks
| Company | Role | Interlock/Committee Exposure | Potential Conflict Notes |
|---|---|---|---|
| Comfort Systems USA, Inc. | Director; comp/human capital; nom/gov/sustainability committees | Exposure to governance/compensation practices at a large services peer | No KNF-related transactions disclosed; director independence affirmed |
| Andretti Acquisition Corp. II | Executive Chairman/Chairman | SPAC governance experience | Board does not consider this a public-company “executive officer” role; overboarding policy compliance (two other boards) |
Expertise & Qualifications
- Industry/operator: Extensive leadership across aggregates, ready-mix, asphalt, and construction materials; strong executive leadership, capital markets/finance/M&A, risk management, and public company governance skillset .
- Audit/financial: Designated “audit committee financial expert”; financially literate under NYSE standards .
- Human capital and sustainability: Skills spanning workforce management and sustainability oversight relevant to KNF operations .
Equity Ownership
| Holder | Common Shares Beneficially Owned (#) | Unvested RSUs (#) | Percent of Class (%) | Notes |
|---|---|---|---|---|
| William J. Sandbrook | 2,239 | 1,905 | <1% | Percent-of-class threshold disclosure; RSUs not counted unless vesting within 60 days |
| Ownership guidelines | 5× annual cash retainer requirement | Compliance timeline: 5 years from Jan 1 following initial election | N/A | All directors in compliance or within the five-year window; hedging/pledging prohibited |
Governance Assessment
- Board effectiveness and independence: Sandbrook strengthens board oversight through chairing Nominating & Governance (succession, board composition, refresh, evaluations) and serving as an audit financial expert; independence status is clear .
- Attendance and engagement: Committee cadence (9 audit; 5 nom/gov) and board meeting frequency (7) indicate regular engagement; directors met ≥75% participation threshold in 2024 .
- Alignment and incentives: Director pay mixes cash plus time-based RSUs vesting through the annual meeting, supporting retention and stock alignment; 2024 change from immediate vest stock to RSUs improves deferral/alignment .
- Ownership and risk controls: Beneficial holding of 2,239 shares and 1,905 unvested RSUs; robust ownership policy (5× retainer), anti-hedging/anti-pledging rules, and related-person transaction controls via audit committee .
- Other boards/time commitment: Two external boards within KNF’s overboarding policy; board notes SPAC executive chairman role is not akin to a typical public-company executive officer time commitment. Monitor, but low risk currently .
RED FLAGS (none material disclosed):
- Related-party transactions: None disclosed for directors/executives; audit committee pre-approval and prohibition framework in place .
- Hedging/pledging: Prohibited for directors/executives; no pledging disclosures for Sandbrook .
- Attendance shortfalls: Not indicated; ≥75% threshold met by all directors in 2024 .
- Overboarding: Within policy (no more than two other boards) .
- Director pay inflation risk: Consultant found KNF director compensation above the 75th percentile of peers; continued oversight warranted to avoid pay creep .