Mark Wolf
General Counsel, Chief Compliance Officer and Corporate Secretary at 
STERLING INFRASTRUCTURE
STERLING INFRASTRUCTUREExecutive
About Mark Wolf
Mark D. Wolf (age 64) is General Counsel, Chief Compliance Officer & Corporate Secretary at Sterling Infrastructure (STRL), serving as an executive officer since August 2020, with prior legal leadership roles at US Well Services, TechnipFMC, and FMC Technologies . During his tenure, STRL’s performance inflected materially: 2024 revenue rose 7.3% to $2.12B, net income reached a record $257.5M, cash from operations hit $497.1M, and total shareholder return (TSR) was ~92% for the year . Over the last five years, Adjusted EBITDA grew from $128M (2020) to $325M (2024), EPS increased from $1.72 to $6.10, and cumulative TSR substantially outperformed peers, aligning pay with performance in the company’s compensation design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| US Well Services, Inc. | Vice President, General Counsel & Corporate Secretary | Prior to Aug 2020 | Led legal function at an oil & gas electric fracturing company; governance and SEC disclosure experience . |
| TechnipFMC | Vice President – Legal | 2017–2019 | Supported legal/compliance for global oil & gas manufacturing and services; M&A integration experience . |
| FMC Technologies, Inc. | Deputy General Counsel | 2015–2017 | Deputy GC until Technip merger; complex corporate legal and compliance oversight . |
External Roles
None disclosed in STRL proxy statements for Mr. Wolf (no public company directorships listed) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 335,000 | 368,500 | 386,000 (4.7% increase approved Dec 2023) |
| Target STI (% of Salary) | — | 65% | 75% |
| Target STI ($) | — | 239,525 | 289,500 |
| Actual STI Paid ($) | 368,500 | 437,133 | 576,808 (199% of target) |
| Stock Awards ($) | 267,997 | 294,806 | 359,212 (RSUs + PSUs grant-date fair value) |
| All Other Compensation ($) | 21,518 | 21,076 | 21,817 |
| Total Compensation ($) | 993,015 | 1,121,515 | 1,343,837 |
Performance Compensation
Short-Term Incentive (STI) – 2024
| Measure | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 75% | $265.9M | $295.5M | $325.1M | $324.752M | 199% |
| Safety Performance (events) | 25% | Board discretion | 66,500 | Board discretion | ~2x target (timely completion) | 200% |
| Weighted Payout | — | — | — | — | — | 199% |
Notes:
- STI cap 200%; payout formulaic; focus on profitability and safety culture .
Long-Term Incentive (LTI) – Program Structure and 2024 Grants
- PSUs (60% of LTI value; 2/3 EPS vs. 3-year cumulative goal, 1/3 relative TSR vs. peer group; payout 0–200%; cliff at end of 3-year period) .
- RSUs (40% of LTI value; vest ratably over 3 years) .
- Double-trigger vesting introduced for 2024 awards on change-of-control (requires qualifying termination) .
| Component | 2024 Target Value ($) | # Shares / Units | Notes |
|---|---|---|---|
| RSUs | 131,240 | 1,493 | Vest in three equal annual installments . |
| PSUs (EPS + Relative TSR) | 227,972 | 2,239 (target) | Cliff vest after cumulative 3-year period ending 12/31/2026 . |
LTI Performance Outcomes:
- Company-wide PSU tranches vesting based on 2024 adjusted EPS were approved at 200% for 2022 Tranche 3 and 2023 Tranche 2, reflecting results above maximum .
Stock Vested in 2024 (realized):
| Shares Vested | Value Realized ($) |
|---|---|
| 14,316 | 1,750,523 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/11/2025) | 29,504 shares; <1% of outstanding . |
| Unvested RSUs (12/31/2024) | 2,494 shares; market value $420,114 (@$168.45) . |
| Unearned PSUs (12/31/2024) | 13,868 target shares; market/payout value $2,336,065 (@$168.45) . |
| RSU Vesting Schedule | 1,498 on 12/31/2025; 996 in two installments on 12/31/2025 and 12/31/2026 . |
| Outstanding PSU Grants | 2023 grant: target 2,996, performance period ends 12/31/2025 ; 2024 grant: target 2,239, performance period ends 12/31/2026 . |
| Ownership Guidelines | 3x base salary; retain 75% of net shares until compliant . |
| Compliance Status | In compliance; has until Aug 2025 to reach target level (administrative timeline) . |
| Hedging/Pledging | Prohibited (anti-hedging and anti-pledging policies) . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Role/Start | General Counsel, Chief Compliance Officer & Corporate Secretary since Aug 2020 . |
| STI Termination Treatment | Prorated target on death/disability/change-of-control; prorated actual on retirement/termination without cause/for good reason . |
| Equity Award Treatment (RSUs) | Full vesting on death/disability/termination without cause/good reason; 2024+ grants require qualifying termination in connection with change-of-control; retirement vests if non-compete/non-solicit signed . |
| Equity Award Treatment (PSUs) | On death/disability or change-of-control (pre-2024), vest at higher of target or actual; 2024+ grants vest on qualifying termination in connection with change-of-control; otherwise remain outstanding to vest based on actual performance; retirement condition applies . |
| Clawback | Compliant with NASDAQ Rule 5608 and SEC Rule 10D-1 for recovery on restatements; broader company clawback for any incentive tied to restated measures . |
| Tax Gross-Ups | None provided . |
| Ownership Requirements | 3x salary; retention of 75% of net shares until met . |
Potential Payments Upon Termination or Change-of-Control (as of 12/31/2024; values at $168.45/share):
| Scenario | Lump Sum Severance ($) | RSUs ($) | PSUs ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|
| Death/Disability/Retirement | — | 420,114 | 1,706,567 | — | 2,126,681 |
| Termination w/o Cause or for Good Reason | — | 420,114 | 1,706,567 | — | 2,126,681 |
| Change-of-Control (COC) | — | — | — | — | — |
| Qualifying Termination in connection with COC | — | 420,114 | 1,706,567 | — | 2,126,681 |
Notes:
- 2024+ awards require a qualifying termination (“double-trigger”) for COC vesting; earlier awards may accelerate on COC alone (company-wide policy change in 2024) .
- No individual employment agreement terms disclosed for Mr. Wolf (CEO/CFO agreements detailed separately) .
Compensation Structure Analysis
- Year-over-year mix: Base salary rose 4.7% to $386K in 2024, while variable pay (STI/LTI) remained the majority of total comp, consistent with STRL’s at-risk pay design .
- Shift to performance equity: 2024 grants increased PSU weighting to 60%, added relative TSR, and moved EPS to a cumulative 3-year goal, raising performance linkage versus prior one-year tranche design .
- Governance protections: Double-trigger vesting for equity on change-of-control (2024+), robust clawbacks, anti-hedging/pledging, no tax gross-ups—mitigating misalignment risks .
- STI rigor: 2024 STI paid ~199% of target driven by near-maximum Adjusted EBITDA and safety outcomes; cap at 200% limits upside and aligns with profitability and safety metrics .
Investment Implications
- Alignment: High proportion of at-risk, performance-based equity (PSUs with EPS and relative TSR) and strong clawback/anti-pledging/ownership rules signal tight shareholder alignment for legal/compliance leadership and broader NEO group .
- Retention and selling pressure: Upcoming RSU vesting through 2026 and substantial unearned PSUs create retention hooks; 75% net-share retention until guideline compliance dampens near-term selling pressure, despite significant 2024 equity vesting .
- Change-of-control economics: For Mr. Wolf, equity acceleration and values are meaningful under qualifying termination scenarios, but lack of disclosed individual cash severance reduces windfall risk; company-wide move to double-trigger further curbs one-time COC payouts .
- Execution backdrop: STRL delivered strong revenue/EBITDA/EPS growth and outsized TSR in 2024, supporting above-target incentive outcomes and indicating low execution risk in current comp metrics; continued adherence to cumulative EPS and relative TSR should keep pay-for-performance tight .