Dwayne Wilson
STERLING INFRASTRUCTUREAbout Dwayne A. Wilson
Dwayne A. Wilson (age 66) is an independent director of Sterling Infrastructure, Inc. (STRL) serving since 2020; he chairs the Corporate Governance & Nominating Committee and is a member of the Audit Committee, with 100% board and committee attendance in 2024, reflecting strong engagement and independence under NASDAQ/SEC standards . Wilson brings 35+ years of engineering, procurement, and construction leadership, including senior roles at Fluor Corporation and as President & CEO of Savannah River Nuclear Solutions; he also serves on the boards of Crown Holdings, Ingredion, and DT Midstream, adding deep operational expertise and compensation committee experience across industries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fluor Corporation | Senior Vice President | 2014–2016 | EPC leadership across industrial, infrastructure, mining, and commercial segments |
| Savannah River Nuclear Solutions (JV: Fluor/Honeywell/Newport News) | President & CEO | 2011–2014 | Led nuclear site operations; complex regulatory and risk oversight |
| Fluor Corporation | President, Industrial & Infrastructure; President, Mining & Minerals; President, Commercial & Industrial | 1980–2011 | Operational excellence, supply chain management, technology oversight |
External Roles
| Company | Role | Tenure | Committee Roles |
|---|---|---|---|
| Crown Holdings, Inc. (NYSE) | Director | 2020–Present | Board service; governance experience |
| Ingredion, Inc. (NYSE) | Director | 2010–Present | Previously chaired Compensation Committee |
| DT Midstream, Inc. (NYSE) | Director | 2021–Present | Chair of Compensation Committee |
| AK Steel Holding Corporation | Director | 2017–2020 | Public & Environmental Affairs; Nominating & Corporate Governance Committees |
Board Governance
- Committees: Chair, Corporate Governance & Nominating; Member, Audit .
- Independence: Board determined independent under NASDAQ/SEC; all committees 100% independent .
- Attendance: Board met 5 times in 2024; Wilson attended 100% of board and his committee meetings; Audit met 7 times; Governance/Nominating met 5 times .
- Board leadership: Independent Chair (Roger A. Cregg) with separate CEO/Chair roles and regular independent executive sessions .
Fixed Compensation
| Component | Amount | Basis/Notes |
|---|---|---|
| Annual Board Cash Retainer | $100,000 | Applies to all non-employee directors, paid monthly |
| Governance/Nominating Committee Chair Fee | $15,000 | Chair fee unless performed by the Board Chair |
| Total Cash Fees (2024) | $115,000 | Actual 2024 cash received by Wilson |
Performance Compensation
Directors are not eligible for performance-based cash or PSU awards; equity is delivered as time-based restricted stock under the shareholder-approved stock plan, with no stock options granted by the Company .
| Grant Date | Instrument | Shares | Grant-Date Fair Value per Share | Total Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| May 9, 2024 | Restricted Stock | 1,074 | $125.68 | $134,980 | Vests trading day prior to 2025 annual meeting; accelerated on death/disability or qualifying change in control; forfeited if service ends before vest (other than death/disability) |
Other Directorships & Interlocks
- Current public boards: Crown Holdings, Ingredion, DT Midstream; prior: AK Steel .
- Committee leadership externally: Chairs DT Midstream Compensation; previously chaired Ingredion Compensation .
- Potential interlocks/conflicts: The STRL Audit Committee reviews and approves related party transactions under Item 404 procedures; no specific STRL-related party transactions are disclosed for Wilson in the proxy sections reviewed .
Expertise & Qualifications
- EPC operations and large capital project management; technology, operational excellence, supply chain expertise .
- Public company governance and compensation oversight across multiple boards; audit committee experience at STRL .
- Enterprise risk management exposure spanning regulatory, IT/cyber, legal/compliance, and JV management through board and executive roles .
Equity Ownership
| Holder | Shares (Not Subject to Unvested Awards) | Unvested Restricted Shares | Total Beneficial Ownership | Ownership % of Outstanding |
|---|---|---|---|---|
| Dwayne A. Wilson | 15,784 | 1,074 | 16,858 | <1% (based on 30,416,977 shares outstanding) |
- Director stock ownership guideline: 5× annual cash retainer ($100,000); all non-employee directors except Mr. Bosway exceeded their targets as of March 11, 2025; Mr. Bosway is on schedule to comply by March 2029 .
- Section 16(a) compliance: Company reports timely filings in 2024; exceptions noted did not involve Wilson .
Governance Assessment
- Positives:
- Independence, full attendance, and leadership as Governance/Nominating Chair support board effectiveness and succession/refresh processes .
- Compensation structure aligns director incentives with shareholders via time-based equity; no stock options; robust governance policies (clawback for NEOs, anti-hedging for executives, ownership guidelines) indicate disciplined oversight culture .
- Ownership alignment: Beneficial holdings and compliance with director ownership guidelines (exceeds threshold) bolster investor confidence .
- Watchpoints:
- Board commitments: Wilson serves concurrently on three other public company boards—Crown Holdings, Ingredion, DT Midstream—plus STRL; while adding valuable perspective, this level of service can raise time-commitment concerns among some investors (“overboarding” risk) and merits monitoring for continued 100% engagement .
- Related-party transactions: No specific transactions disclosed for Wilson; ongoing Audit Committee oversight is critical given STRL’s JV/partner exposure and complex project landscape .