Julie Dill - Director | STERLING INFRASTRUCTURE (STRL) Executive Profile & Compensation

About Julie A. Dill

Independent director at Sterling Infrastructure (director since 2021), age 65. Former CEO of Spectra Energy Partners (NYSE), with extensive leadership roles at Spectra Energy, Duke Energy (President, Asia Pacific Operations 2001–2004), and Shell. Designated audit committee financial expert by STRL’s board. Currently serves on STRL’s Audit and Compensation & Talent Development committees; independent under NASDAQ and SEC rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
Spectra Energy Partners (NYSE)	President & CEO	2012–2013	Led public MLP; executive leadership credentials cited by STRL .
Spectra Energy Corp (NYSE)	Chief Communications Officer (IR, communications, sustainability)	2013–2017	Oversaw investor relations and ESG functions .
Union Gas (Spectra subsidiary)	President	2007–2011	Operations leadership .
Duke Energy	President, Asia Pacific Operations	2001–2004	International operating leadership .
Shell Oil Company	Various roles	Not disclosed	Upstream/downstream exposure .

External Roles

Organization	Role	Since	Committees/Notes
Rayonier Advanced Materials (NYSE: RYAM)	Director	2018	Chair, Compensation; Member, Nominating & Corporate Governance .
Centuri Holdings (NYSE: CTRI)	Director	2024	Chair, Audit; Member, Nominating & Corporate Governance .
Southern Star Central Gas Pipeline (private)	Director; Chair	2019; Chair since 2021	Private company board leadership .
NACD Tri-Cities Chapter	Director (Director Certified)	Not disclosed	Governance credentialing .
New Mexico State University	Advisory Council	Not disclosed	External advisory role .
Carnegie Mellon SEI	CERT Certificate in Cybersecurity Oversight	Not disclosed	Cyber oversight credential .

Board Governance

Independence and financial expertise
- Independent director under NASDAQ/SEC; designated audit committee financial expert (with Roger Cregg) .
Committee assignments (STRL)
- Audit Committee: Member (audit committee held 7 meetings in 2024) .
- Compensation & Talent Development Committee: Member (committee held 4 meetings in 2024) .
Attendance and engagement
- 100% attendance at board and applicable committee meetings in 2024 (board met 5 times) .
Leadership structure context
- Separate Chair and CEO; all committees fully independent .

Fixed Compensation

Component	2024 Amount	Notes
Annual cash retainer	$100,000	Standard non-employee director retainer; no meeting fees .
Committee chair fees	$0	Not a chair at STRL; chair fees only for designated chairs (Audit $25k; Comp $15k; Gov/Nom $15k) .
Board chair supplement	$0	Only for Board Chair ($120k; not applicable) .

Performance Compensation

Equity Vehicle	Grant Date	Shares/Value	Vesting	Performance Metrics
Restricted Stock (Annual)	May 9, 2024	1,074 shares at $125.68; grant-date FV $134,980	Vests trading day before 2025 annual meeting; accelerated on death/disability/qualifying CoC	None; time-based RS for directors .

Director equity is time-based restricted stock; no performance or TSR metrics apply to non-employee director awards .

Other Directorships & Interlocks

Current public boards: Rayonier Advanced Materials (Chair, Compensation), Centuri Holdings (Chair, Audit) .
Related-party transactions: None reportable under Item 404 since Jan 1, 2024 (mitigates conflict risk) .

Expertise & Qualifications

Audit committee financial expert; deep financial reporting oversight .
Energy/infrastructure operations leadership; CEO experience at a public MLP .
Compensation and audit committee chair experience at other public boards .
Cybersecurity oversight credential (CMU SEI CERT) .
NACD Director Certified; active in NACD governance community .

Equity Ownership

Holder	Shares Not Subject to Unvested Awards	Unvested RS	Total Beneficial Ownership	% Outstanding
Julie A. Dill	20,528	1,074	21,602	<1%

Director stock ownership guideline: 5× annual cash retainer = $500,000 target; directors have 5 years to comply .
Compliance status: As of March 11, 2025, all non-employee directors except Mr. Bosway exceeded target ownership levels (implies Ms. Dill exceeds) .

Insider Trades and Equity Grants

Date	Type	Detail
Sep 10, 2021	Open market purchase	Bought 10,000 STRL shares (~$225,600)
May 9, 2024	Director annual equity	Granted 1,074 restricted shares (annual director grant)
May 8, 2025	Director annual equity	Form 4 shows 751-share award (annual director grant at 2025 meeting)

Governance Assessment

Positives
- Independent; designated audit committee financial expert; 100% attendance; serves on both Audit and Compensation committees at STRL .
- Strong alignment: exceeds director stock ownership guideline; annual compensation tilts to equity ($134,980 RS vs $100,000 cash in 2024) .
- No related-party transactions reported; committees entirely independent; robust governance infrastructure (separate Chair/CEO, majority independent board) .
Considerations
- Board workload: two additional public company boards with committee chair roles (RYAM Comp Chair; Centuri Audit Chair) plus private board chair role; however, STRL attendance remains 100% (mitigates overboarding concern) .
- Director equity is time-based (not performance-based), which is standard but provides less direct pay-for-performance linkage than PSU structures (context only) .

Context: STRL delivered 91.6% total shareholder return in 2024 and a 90.3% increase in market cap, contributing to a supportive governance backdrop; 2024 Say-on-Pay support >97% (company-wide) .

Appendix: STRL Committee Structure (for reference)

Committee	Members	2024 Meetings
Audit	Cregg (Chair), Bosway, Dill, Wilson	7 .
Compensation & Talent Development	O’Brien (Chair), Cregg, Dill	4 .
Corporate Governance & Nominating	Wilson (Chair), Bosway, O’Brien	5 .

RED FLAGS

None disclosed in filings: no Item 404 related-party transactions; no attendance issues; independence affirmed; no Section 16(a) delinquencies reported for Ms. Dill .