Joseph Cutillo
STERLING INFRASTRUCTUREAbout Joseph Cutillo
Joseph A. Cutillo, age 59, is CEO and a director of Sterling Infrastructure (STRL), having joined in October 2015 and been promoted to CEO in April 2017; he is the board’s only non-independent director, with an independent chair and fully independent committees in place to mitigate dual-role risks . Under his tenure, STRL delivered 2024 revenue growth of 7.3% to $2.12B, record net income of $257.5M, record cash from operations of $497.1M, and 2024 total shareholder return (TSR) of 91.6%; longer-term TSR since his appointment as CEO is 1,671% according to the compensation committee . Education is not disclosed in the proxy; external leadership roles include public and industry boards and a federal working group appointment in December 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sterling Infrastructure | VP, Strategy & Business Development | Oct 2015–May 2016 | Corporate strategy and business development leadership prior to executive elevation |
| Sterling Infrastructure | EVP & Chief Business Development Officer | May 2016–Feb 2017 | Led BD; set foundation for subsequent operational leadership roles |
| Sterling Infrastructure | President | Feb 2017–Apr 2017 | Transitional leadership prior to CEO appointment |
| Inland Pipe Rehabilitation LLC | President & CEO | Aug 2008–Oct 2015 | Ran a PE-backed trenchless pipe rehabilitation company, operational and growth experience |
External Roles
| Organization | Role/Committee | Years | Notes |
|---|---|---|---|
| NPK International, Inc. (NYSE) | Director; Audit, Compensation, ESG committees | 2025–Present | Public company board service; multi-committee responsibilities |
| American Road & Transportation Builders Association | Board & Executive Committee | Current | Industry association governance |
| Northeastern Univ. Civil & Environmental Engineering | Industry Advisory Board Member | Current | Academic-industry advisory role |
| Federal Highway Administration | Working Group on Covered Resources | Appointed Dec 2024 | Federal working group appointment |
Fixed Compensation
Multi-year compensation for CEO (Summary Compensation Table):
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $830,000 | $1,000,000 | $1,000,000 |
| Stock Awards | $2,489,979 | $3,000,019 | $13,549,863 |
| Non-Equity Incentive Plan Compensation (STI) | $1,826,000 | $2,007,500 | $2,291,292 |
| All Other Compensation | $31,807 | $44,061 | $29,966 |
| Total | $5,177,786 | $6,051,580 | $16,871,121 |
Contract targets and program elements:
- Base salary increased to $1,000,000 effective with Amended Employment Agreement; future annual review without reduction .
- Target STI value set at 115% of base salary; target LTI value “not less than” $3,500,000 .
- Pay ratio: 199:1 for 2024 (84:1 excluding one-time PSUs tied to Amended Employment Agreement) .
2024 perquisites and benefits:
| Category | Amount (USD) |
|---|---|
| Transportation (Company-provided vehicle) | $6,240 |
| Plan Contributions (401k and other) | $17,250 |
| Wellness | $6,476 |
| Relocation | — |
- Retirement benefits are limited to a 401(k) plan with a 5% employer match; no SERP, pension, excess, or deferred compensation plans .
Performance Compensation
STI design and 2024 outcomes:
| Metric | Weighting | Target/Payout Scale | 2024 Performance | 2024 Payout |
|---|---|---|---|---|
| Adjusted EBITDA | 75% | 50% at threshold; 200% cap | 199% of target | 200% overall program cap applied |
| Safety Performance | 25% | 50% at threshold; 200% cap | Exceeded target | 200% overall program cap applied |
LTI program design changes (effective 2024): PSUs increased to 60% of LTI; relative TSR added (33% of PSU value); EPS PSUs (67% of PSU value) and TSR PSUs both on 3-year cumulative performance with cliff vesting; double-trigger vesting now applies on change in control .
2024 LTI grants (CEO):
| Component | Grant Date | Target Value (USD) | Shares/Units |
|---|---|---|---|
| RSUs | Jan 1, 2024 | $1,400,000 | 15,922 |
| PSUs (EPS + TSR) | Jan 1, 2024 | $2,431,889 | 23,883 (target) |
| One-time Special PSUs (stock price tranches) | Jan 1, 2024 | $9,717,974 | 160,000 (target) |
PSU performance results (approved March 2025):
| Award Year & Tranche | Portion | Threshold EPS | Target EPS | Max EPS | Actual EPS | 2024 Payout |
|---|---|---|---|---|---|---|
| 2022 Tranche 3 | 1/3 | $2.60 | $3.06 | $3.36 | $6.10 (adjusted) | 200% |
| 2023 Tranche 2 | 1/3 | $2.97 | $3.49 | $3.84 | $6.10 (adjusted) | 200% |
Special PSUs stock price tranches and vesting:
- 160,000 PSUs granted 1/5/2024; vest on 12/31/2026, with tranches at $100 (20%), $120 (30%), $140 (50%) average closing price over any 20 consecutive trading days; all price targets achieved as of March 11, 2025 but award vests only at 3-year anniversary; 40,000 additional PSUs eligible if agreement is extended for a fourth year, vesting at $160 with service through 12/31/2027 .
Equity Ownership & Alignment
Beneficial ownership and outstanding awards:
| Item | Amount |
|---|---|
| Shares beneficially owned (not subject to unvested awards) | 436,188 |
| Ownership % of outstanding shares | 1.4% (out of 30,416,977) |
| Unvested RSUs (count; market value at $168.45) | 25,859; $4,355,949 |
| Unearned/unvested PSUs (count; market or payout value) | 300,302; $50,585,872 |
| Shares acquired on vesting in 2024 | 136,581; $16,768,512 value |
RSU vesting schedule (as of 12/31/2024):
| Tranche | Vesting Schedule |
|---|---|
| 15,244 RSUs | 100% on Dec 31, 2025 |
| 10,615 RSUs | 50% on Dec 31, 2025; 50% on Dec 31, 2026 |
Outstanding PSU awards (as of 12/31/2024):
| Grant Date | Target PSUs | Maximum PSUs | Performance Period End |
|---|---|---|---|
| 01/01/2022 | 15,780 | 31,560 | 12/31/2024 |
| 02/19/2023 | 30,488 | 60,976 | 12/31/2025 |
| 01/01/2024 (EPS+TSR) | 23,883 | 47,766 | 12/31/2026 |
| 01/01/2024 (Special Award) | 80,000 (target) | 160,000 | 12/31/2026 |
Alignment policies and compliance:
- Executive stock ownership guideline for CEO: 5x base salary; executives must retain 75% of net shares until compliant; Mr. Cutillo currently exceeds his target ownership level .
- Anti-pledging and anti-hedging policies prohibit pledging/hedging of company securities; expanded clawback policy (NASDAQ Rule 5608 and SEC Rule 10D-1) covers incentive compensation tied to financial reporting .
- Company does not grant stock options; equity program uses RSUs and PSUs only .
Employment Terms
| Term/Clause | Details |
|---|---|
| Agreement | Amended and restated employment agreement executed Jan 2024; initial 3-year term, extendable to a 4th year by mutual agreement |
| Base salary | Increased to $1,000,000; annual review without reduction |
| Target STI | 115% of base salary; annual review without reduction |
| Target LTI | Not less than $3,500,000 per year |
| Severance (no CoC) | If terminated without cause or for good reason: enhanced severance (see table below) and PSUs vest at higher of target or actual performance |
| Change-of-control | Double-trigger equity vesting from 2024 grants; CoC termination pays 3x base + target bonus, plus 24 months COBRA and $50,000 outplacement; PSUs recalculated at CoC if termination occurred within prior six months |
| Restrictive covenants | Non-compete, non-solicitation, confidentiality, and mutual non-disparagement during term and for a period post-termination |
Potential payments as of 12/31/2024 (CEO):
| Scenario | Lump Sum Severance | RSUs (Accelerated) | PSUs (Accelerated/Retained) | Outplacement | Total |
|---|---|---|---|---|---|
| Death/Disability/Retirement | — | $4,355,949 | $43,994,929 | — | $48,350,878 |
| Termination w/o Cause or with Good Reason | $3,069,889 | $4,355,949 | $43,994,929 | $50,000 | $51,470,767 |
| Change of Control (no termination) | — | $4,355,949 | $50,732,929 | — | $55,088,878 |
| Qualifying Termination i/c/w CoC | $6,519,889 | — | — | — | $6,519,889 |
Board governance and director service:
- Director since 2017; board committees: N/A (executive director) .
- Independence: only non-independent director; board chair is independent (Roger A. Cregg); chair presides over executive sessions, sets agendas, and acts as liaison; separate chair/CEO required by governance guidelines; 100% independent committees .
Say-on-pay and shareholder feedback:
- 2024 say-on-pay support exceeded 97%, reflecting strong shareholder approval of pay design; committee engages regularly with investors and continues to adopt market-aligned practices .
Investment Implications
- Pay-for-performance alignment is strong: STI ties 75% to adjusted EBITDA and 25% to safety, with 2024 payouts at the maximum 200% following 199% EBITDA achievement and safety above target; LTI is majority PSUs with 3-year cumulative EPS and relative TSR, and double-trigger vesting from 2024 grants .
- Retention and potential supply overhang: 160,000 Special PSUs have achieved all price hurdles but vest only on 12/31/2026, creating a large scheduled equity delivery; an additional 40,000 PSUs may be granted if the agreement is extended, vesting at $160 on 12/31/2027—these dates can concentrate insider ownership changes and potential selling pressure around vest dates .
- Alignment and risk controls: CEO exceeds ownership guidelines (5x salary), anti-hedging and anti-pledging policies reduce misalignment risks, and an expanded clawback policy covers incentive compensation tied to financial reporting .
- Change-of-control economics: Enhanced CoC protection (3x base+target bonus, 24 months COBRA, $50k outplacement) and substantial equity acceleration values could influence negotiation dynamics in M&A scenarios; however, double-trigger equity mitigates windfalls absent a qualifying termination .
- Governance quality: Separation of chair and CEO, 100% independent committees, and strong say-on-pay support (>97%) point to robust oversight, which typically lowers governance-related risk premia for investors .