Steven Richards
About Steven E. Richards
Steven E. Richards (age 65) is a director of Shimmick Corporation, serving on the Board since 2023. He served as Chief Executive Officer from September 2021 to December 2, 2024 and as President from March 2020 to December 2024; he became Emeritus CEO on December 2, 2024 through the June 4, 2025 Annual Meeting . He holds a B.S. in Civil Engineering from the University of Idaho and completed M.B.A. studies at the University of Denver, with a career spanning project leadership and executive roles across civil infrastructure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shimmick Corporation | Chief Executive Officer | Sep 2021 – Dec 2, 2024 | Led transformation and portfolio realignment; continued as Emeritus CEO until Annual Meeting |
| Shimmick Corporation | President | Mar 2020 – Dec 2024 | Oversight of operations and growth |
| AECOM | Executive Vice President, Civil Construction | Aug 2017 – Mar 2020 | Responsible for domestic and international construction operations |
| AECOM | Senior Vice President, Operations Civil Construction & Mining Group | Jan 2014 – Aug 2017 | Oversaw civil construction and mining operations |
| URS Corporation (an AECOM company) | Senior managerial roles | Dec 2008 – Dec 2013 | Managed civil infrastructure operations |
| Morrison Knudsen (Shimmick legacy company) | Various roles incl. Project Director | ~20 years (dates not specified) | Field leadership in industrial buildings and civil infrastructure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Board Governance
- Committee assignments: None; Mr. Richards is not listed on Audit, Compensation & Human Capital (CHC), Governance, or Special Committees for 2024/2025 .
- Independence status: The Board identified independent directors (Trabuco, Heekin, Del Guercio, Herron, Kravitz); Mr. Richards is not included in the independent group, consistent with his recent executive role; SHIM will rely on controlled company exemption for majority independence post-Annual Meeting .
- Attendance and engagement: Each director attended 100% of 12 Board meetings and assigned committee meetings in 2024 .
- Board structure: Separate Executive Chairman and CEO; independent directors meet in regular executive sessions; Lead Independent Director role assigned to Peter Kravitz effective after the 2025 Annual Meeting .
- Shareholder support: Richards was re-elected on June 4, 2025 with 22,215,560 votes For, 308,804 Against, 11,520 Abstain; broker non-votes 1,658,049 .
Fixed Compensation
Directors’ standard compensation schedule (non-employee directors):
| Component | Amount |
|---|---|
| Annual equity retainer (RSUs) | $150,000 |
| Annual cash retainer | $90,000 |
| Lead Director | +$25,000 |
| Governance Committee: Chair / Member | +$5,000 / +$2,500 |
| CHC Committee: Chair / Member | +$5,000 / +$2,500 |
| Audit Committee: Chair / Member | +$10,000 / +$5,000 |
| Special Committee: Member | +$82,000 – $120,000 |
| Notes: No meeting fees; expenses reimbursed; in some cases spouse travel reimbursed . |
Steven Richards’ executive fixed compensation (historical, CEO):
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 500,000 | 13,970 | Emeritus CEO arrangement continued base salary through transition period |
| 2023 | 500,000 | 29,606 | — |
Performance Compensation
Executive performance-linked pay (historical, CEO):
| Year | Bonus ($) | Non-Equity Incentive Plan ($) | Notes |
|---|---|---|---|
| 2024 | — | 297,535 | Eligible for full target bonus for FY ending Jan 3, 2025 and pro rata target for FY ending Jan 2, 2026 per Transition Agreement |
| 2023 | 1,282,051 | — | IPO-related bonus in 2023 |
Equity awards (options outstanding as of Jan 3, 2025):
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| May 6, 2021 | 735,999 | 85,581 | 1.26 | May 5, 2031 | 25% on May 6, 2022; remaining vest monthly over 36 months; strike price reset from $3.06 to $1.26 on Aug 8, 2022 after 409A analysis |
Performance metrics disclosure (plan design):
| Plan | Metric Disclosure | Notes |
|---|---|---|
| Annual Incentive Bonus Plan | Not disclosed | Awards based on annual performance targets established by Board/CHC; Mr. Richards retained eligibility for target bonus during transition |
Other Directorships & Interlocks
| Company | Role | Interlock/Exposure | Notes |
|---|---|---|---|
| None disclosed | — | — | Mr. Richards’ prior employment at AECOM; AECOM holds 19.5% of SHIM and has Special Committee representation (corporate designee), but no AECOM board role for Richards is disclosed |
Expertise & Qualifications
- Civil engineering operator and project executive with multi-decade field and leadership experience; former EVP and SVP at AECOM and senior roles at URS, with project director roles at Morrison Knudsen (legacy Shimmick) .
- Formal education in civil engineering; MBA studies augment finance/management perspective .
Equity Ownership
| Holder | Beneficial Ownership (# shares) | % Outstanding | Notes |
|---|---|---|---|
| Steven Richards | 964,437 | 2.8% | Address: c/o Company; sole/shared voting/dispositive power per proxy |
| Options (exercisable / unexercisable) | 735,999 / 85,581 | — | Strike $1.26; expire 2031; vesting schedule as above |
| RSUs | Not disclosed for Richards | — | RSU table lists Yal and Mobley; none for Richards |
| Policy indicators: |
- Anti-hedging/anti-pledging policy prohibits pledging and hedging for directors and certain officers .
- Section 16(a) compliance: late filings noted for certain directors in 2024; Richards not listed among late filers .
Governance Assessment
- Independence: Not classified as independent; recently served as CEO and Emeritus CEO until Annual Meeting, which can constrain committee eligibility and independent oversight robustness .
- Attendance: Strong engagement (100% Board and committee attendance in 2024) supports board effectiveness .
- Shareholder support: Re-elected with a strong majority vote; provides investor confidence signal in current role .
- Compensation alignment: Material personal equity exposure (964,437 shares; sizable option holdings) suggests alignment; anti-hedging policy further supports alignment .
- RED FLAG: Option strike-price reduction in Aug 2022 (from $3.06 to $1.26) constitutes an option repricing/modification; while pre-IPO and broad-based, repricing is typically shareholder-unfriendly and merits scrutiny .
- Potential conflict context: Prior senior roles at AECOM and AECOM’s 19.5% ownership and involvement in Special Committee oversight create perceived related-party proximity, though no related-party transaction involving Richards is disclosed; the Audit Committee reviews related party transactions per policy .
- Controlled company structure: Post-Annual Meeting reliance on Nasdaq’s controlled company exemption (non-majority independent board) modestly elevates governance risk; CHC and Governance Committees remain fully independent .
Overall, Richards brings deep operating expertise and strong engagement, but independence status, historical option repricing, and the controlled company structure warrant ongoing monitoring by investors for potential governance and alignment risks .