Daniel Govin
STERLING INFRASTRUCTUREAbout Daniel Govin
Daniel P. Govin (age 53) has served as Sterling Infrastructure’s Chief Operating Officer since August 2024; he previously led Quanta West LLC (President, 2022–2024), PAR Electrical Contractors (President, 2018–2022), and held senior operations roles at Quanta Services beginning in 2011 . During 2024 (the year he joined), Sterling delivered record results: revenues rose 7.3% to $2.12B, net income reached $257.5M, cash from operations hit $497.1M, backlog stood at $1.69B with a 16.7% gross margin, and total shareholder return (TSR) was ~91.6%; market cap increased ~90.3% . His pay structure is tied to Adjusted EBITDA and safety (STI) and to EPS and relative TSR (PSUs), with 2024 awards adopting double‑trigger change‑in‑control vesting and cumulative 3‑year performance measurement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Quanta West LLC, Inc. | President | 2022–2024 | Led regional operations in utility/energy infrastructure; relevant to Sterling’s E-Infrastructure and Transportation execution . |
| PAR Electrical Contractors | President | 2018–2022 | Managed specialty electrical contracting; operational leadership experience aligns with Sterling’s diversified services . |
| Quanta Services, Inc. | Senior Vice President of Operations | From 2011 | Scaled operations; deep execution background in complex field operations . |
External Roles
No public-company directorships or external committee roles are disclosed for Mr. Govin in the proxy’s executive officer biographies .
Fixed Compensation
| Component | 2024 Detail | Notes |
|---|---|---|
| Base Salary | $650,000 | Approved by compensation committee; Govin joined August 5, 2024 . |
| Target STI % of Salary | 110% (Target STI $715,000) | Full-year, non-prorated target due to forfeited prior employer incentive . |
| Actual 2024 STI Award | $1,424,586 (199% of target) | Company exceeded STI goals (Adjusted EBITDA and safety) . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Determination |
|---|---|---|---|---|---|
| Adjusted EBITDA (2024) | 75% | $295.5M | $324.752M | 199% | Annual STI cash award; payout approved March 2025 . |
| Safety Events (2024) | 25% | 66,500 events | ~2x target; board used discretion | 200% | Annual STI cash award; payout approved March 2025 . |
| RSUs (2024 LTI) | N/A | $300,000 grant-date fair value | N/A | N/A | Time-based vesting over 3 years . |
| PSUs (2024 LTI) | N/A | $870,358 grant-date fair value; 7,800 target shares | N/A | 0–200% of target | 3-year cumulative EPS (67%) + relative TSR vs peer group (33%); cliff vest at end of period; double-trigger on CoC for 2024 grants . |
Equity Ownership & Alignment
| Item | Detail | Value |
|---|---|---|
| Unvested RSUs (12/31/2024) | 51,950 units; market value based on $168.45/share | $8,750,978 |
| Outstanding PSUs (Target) (12/31/2024) | 7,800 target; payout value at target | $2,627,820 |
| RSU Vesting Schedule | 1,950 RSUs: 1/2 vest each Dec 31, 2025 & 2026; 50,000 RSUs: 1/3 vest each Aug 6, 2025, 2026, 2027 | — |
| Shares Vested in 2024 | 975 shares; value realized $164,239 | $164,239 |
| Stock Ownership Guidelines | CEO 5x salary; Other NEOs 3x salary; 5 years to comply; retain 75% of net shares until met | — |
| Guideline Compliance (Govin) | In compliance; has until Aug 2029 to reach target ownership level | — |
| Anti-Hedging/Pledging Policy | Policy in place; part of risk-mitigation features | — |
Notes: • LTI program weight increased to 60% PSUs beginning 2024, with EPS (67% of PSUs) and relative TSR (33% of PSUs) measured over a 3‑year cumulative period; 2024 equity awards use double-trigger vesting on change in control .
• Peer group for PSU relative TSR and compensation benchmarking includes Ameresco, Arcosa, Astec Industries, Comfort Systems USA, Construction Partners, MYR Group, Dycom, Primoris, Chart Industries, Eagle Materials, Summit Materials, Columbus McKinnon, Granite Construction, among others .
Employment Terms
| Scenario (as of 12/31/2024) | Cash Severance | RSU Accelerated Value | PSU Value (Accelerated/Retained at Target) | Outplacement | Total |
|---|---|---|---|---|---|
| Death | — | $8,750,978 | $1,313,910 | — | $10,064,888 |
| Disability or Retirement | — | $8,750,978 | $1,313,910 | — | $10,064,888 |
| Termination without Cause or Good Reason | — | $8,750,978 | $1,313,910 | — | $10,064,888 |
| Change of Control (no qualifying termination) | — | — | — | — | — |
| Qualifying Termination in Connection with Change of Control | — | $8,750,978 | $1,313,910 | — | $10,064,888 |
Additional policies: Company-wide clawback policy (NASDAQ Rule 5608; Section 10D) applies to erroneously awarded compensation upon restatement, regardless of fault . The proxy does not disclose non‑compete or non‑solicit provisions specific to Mr. Govin.
Fixed and Performance Award Grants Detail (2024)
| Grant Type | Grant Date | Amount/Units | Plan Terms |
|---|---|---|---|
| STI Target | 2024 | Threshold $357,500; Target $715,000; Max $1,430,000 | 75% Adjusted EBITDA; 25% Safety; 0–200% payout scaling |
| RSUs (LTI) | 08/06/2024 | 2,925 units; $300,000 fair value | Time-based vesting; 3 equal tranches over 3 years |
| PSUs (LTI) | 08/06/2024 | Threshold 3,900; Target 7,800; Max 15,600; $870,358 fair value | 3-year cumulative EPS (67% of PSU value) + relative TSR vs peer group (33%); cliff vest; double-trigger CoC |
Compensation Peer Group (Benchmarking)
| Peer Companies (selected) |
|---|
| Ameresco, Arcosa, Astec Industries, Comfort Systems USA, Construction Partners, MYR Group, Dycom Industries, Primoris Services, Chart Industries, Eagle Materials, Summit Materials, Columbus McKinnon, Granite Construction |
Investment Implications
- High alignment, limited cash severance: Mr. Govin has no disclosed cash severance; exit economics are dominated by equity acceleration, reducing fixed severance risk and tying economics to shareholder outcomes .
- Material upcoming vesting supply: Unvested RSUs total 51,950 units with large tranches vesting Aug 6, 2025/2026/2027 (16,667/year for the 50,000 grant) plus smaller Dec 31 tranches—monitor sell‑through and 10b5‑1 plans for potential insider selling pressure .
- Strong pay-for-performance: STI based on Adjusted EBITDA and safety paid ~199% for 2024, consistent with record financial performance and TSR; PSUs emphasize multi‑year EPS and peer-relative TSR with double‑trigger CoC protection, reinforcing long-term value creation .
- Governance mitigants: Stock ownership guidelines (3x salary for NEOs), anti‑hedging/anti‑pledging, and robust clawback reduce misalignment and risk; Govin is currently in compliance and has until August 2029 to reach full ownership targets .