Dana O’Brien
STERLING INFRASTRUCTUREAbout Dana O’Brien
Independent director since 2019; age 57. Senior Vice President, General Counsel and Secretary of Olin Corporation (NYSE) since November 2021; previously Senior Vice President and General Counsel at The Brink’s Company (NYSE) from April 2019 to November 2021; prior Senior Vice President and General Counsel at CenterPoint Energy (NYSE) from 2014 to 2019. Core credentials: 20+ years in executive legal roles, deep corporate governance, regulatory compliance, and risk oversight expertise; current roles at Sterling include Chair of the Compensation & Talent Development Committee and member of the Corporate Governance & Nominating Committee; determined independent under NASDAQ and SEC rules; 100% board and committee attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Olin Corporation (NYSE) | SVP, General Counsel & Secretary | Nov 2021–Present | Executive legal leadership, governance, compliance |
| The Brink’s Company (NYSE) | SVP & General Counsel | Apr 2019–Nov 2021 | Executive legal leadership, governance, compliance |
| CenterPoint Energy (NYSE) | SVP & General Counsel | 2014–2019 | Executive legal leadership, governance, compliance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company directorships | N/A | N/A | None disclosed for O’Brien |
Board Governance
- Committee assignments: Chair, Compensation & Talent Development; Member, Corporate Governance & Nominating; not on Audit. Compensation Committee held 4 meetings; Governance/Nominating held 5; Audit held 7 in 2024.
- Independence: Board determined O’Brien has no material relationship and is independent per NASDAQ and SEC rules.
- Attendance: Sterling’s board held 5 meetings in 2024; each director had 100% attendance at board and committee meetings; all directors attended the 2024 annual meeting.
- Board leadership: Separate Chair and CEO; 100% independent committees; independent directors meet in executive sessions.
- Stock ownership guidelines for directors: 5x annual cash retainer ($100,000); directors have 5 years to comply; as of March 11, 2025, all current non-employee directors other than Bosway have exceeded target ownership (Bosway is on track).
Fixed Compensation
| Component | Policy Amount | O’Brien 2024 Cash Received | Notes |
|---|---|---|---|
| Annual board retainer (cash) | $100,000 | $115,000 | O’Brien’s cash reflects board retainer + $15,000 Compensation Chair fee |
| Board Chair supplemental retainer | $120,000 | N/A | Not applicable (Chair is Roger Cregg) |
| Audit Committee Chair fee | $25,000 | N/A | O’Brien not Audit Chair |
| Compensation Committee Chair fee | $15,000 | Included above | O’Brien is Compensation Chair |
| Governance/Nominating Committee Chair fee | $15,000 | N/A | O’Brien is member, not Chair |
| Meeting fees | None | — | No meeting fees paid |
Performance Compensation
| Feature | Details |
|---|---|
| Annual director equity grant | Restricted stock valued at $135,000; granted on annual meeting day; shares determined by $135,000 ÷ prior-day closing price; one-year vest; accelerated vesting on death/disability or qualifying change in control; forfeiture if director ceases service (other than death/disability) before vest. |
| O’Brien 2024 equity grant | 1,074 restricted shares at $125.68 grant-date fair value per share; aggregate value $134,980. |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| None disclosed | — | None disclosed in proxy or 8-Ks for O’Brien. (No assertion beyond disclosures) |
Expertise & Qualifications
- Legal, governance, compliance: Multiple public company GC roles; brings regulatory and risk oversight to Sterling’s board.
- Industry exposure: Energy and construction-related legal background; supports risk oversight in Sterling’s infrastructure operations.
Equity Ownership
| Holder | Shares Not Subject to Unvested Awards | Unvested Restricted Shares | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Dana C. O’Brien | 24,827 | 1,074 | 25,901 | <1% (based on 30,416,977 shares) |
- Ownership guideline status: As of March 11, 2025, all non-employee directors except Bosway exceed target ownership; Bosway in compliance with timeline.
Insider Trades and Plans
| Date | Arrangement | Shares | Termination |
|---|---|---|---|
| Mar 17, 2025 | Rule 10b5-1 trading arrangement for sale of common stock | 10,154 | Upon sale of all shares or Mar 17, 2026, whichever first |
Note: Actual transactions under the plan will be disclosed via SEC filings (e.g., Form 4) when executed.
Governance Assessment
- Strengths: Independent director with 100% attendance; chairs a key committee overseeing pay and talent; strong governance structures (separate Chair/CEO, independent committees, stock ownership guidelines, clawback, and consultant independence). Compensation & Talent Development Committee retained Meridian; independence assessed and no conflicts identified.
- Shareholder support signals: 2024 say-on-pay received >97% support; at 2025 annual meeting O’Brien’s director election support was 22,667,264 For vs 309,011 Against (plus 21,434 abstain; 3,306,696 broker non-votes), indicating high investor confidence.
- Alignment: Director equity of $135,000/year and meaningful ownership (25,901 shares) supports alignment; directors (incl. O’Brien) expected to maintain 5x retainer ownership.
- Watch items: Rule 10b5-1 plan to sell up to 10,154 shares through March 2026 suggests planned liquidity; monitor actual Form 4 filings to assess magnitude/timing. Not a red flag per se given pre-arranged trading plan.
Overall: O’Brien’s legal and compliance expertise, committee leadership, and disclosed independence/attendance support board effectiveness. Compensation structures (cash + restricted stock) and ownership guidelines indicate alignment; no related-party conflicts disclosed for O’Brien in available filings.