Roger Cregg
STERLING INFRASTRUCTUREAbout Roger A. Cregg
Roger A. Cregg, age 68, has served on Sterling Infrastructure’s board since 2019 and was elected Chair of the Board effective January 1, 2025. He is independent, qualifies as an SEC “audit committee financial expert,” and brings deep CFO/CEO experience including President & CEO of AV Homes, Inc., and public-company board roles at Comerica Incorporated and Westlake Corporation . The board separates the Chair and CEO roles; as Chair, Cregg presides over meetings and executive sessions, serves as liaison to management, and approves agendas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AV Homes, Inc. (NASDAQ) | President & CEO; Director | 2012–2018 | Led public homebuilder to sale; operational and financial leadership |
| The ServiceMaster Company | Senior Executive; Chief Financial Officer | 2011–2012 | CFO responsibilities at services conglomerate |
| PulteGroup, Inc. (NYSE) | Senior Executive; Chief Financial Officer | 1998–2011 | Long-tenured CFO of large homebuilder |
| Zenith Electronics Corporation (NYSE) | Senior Executive; Chief Financial Officer | 1996–1998 | CFO leadership in electronics |
| Sweetheart Cup Company, Inc. | Senior Executive; Chief Financial Officer | 1990–1996 | CFO in manufacturing |
| Federal Reserve Bank of Chicago (Detroit Branch) | Director; Chair (2006) | 2004–2009 | Oversight and regulatory governance; branch chair in 2006 |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| Comerica Incorporated (NYSE) | Director | 2006–Present | Chair: Audit; Chair: Qualified Legal Compliance; Member: Compliance Oversight and Enterprise Risk |
| Westlake Corporation (NYSE) | Director | 2024–Present | Board member |
| Minto Group (Canada) | Director | 2024–Present | Board member (private company) |
Board Governance
- Independence: Board has 5 of 6 independent nominees; committees are 100% independent. Cregg is independent and an audit committee financial expert .
- Roles: Chair of the Board (effective Jan 1, 2025), Audit Committee Chair, Compensation and Talent Development Committee member .
- Attendance: Board met 5 times in 2024; each director participated in 100% of board and committee meetings. Audit Committee held 7 meetings; Compensation Committee held 4; Governance/Nominating held 5 .
- Leadership structure: Separate Chair and CEO; independent directors meet in executive session without management .
- Risk oversight: Audit Committee reviews related-party transactions under Item 404; none reportable since Jan 1, 2024 .
Fixed Compensation
| Component | Amount/Terms | 2024 Amount |
|---|---|---|
| Board annual cash retainer | $100,000 (paid monthly) for non-employee directors | $100,000 |
| Audit Committee Chair fee | $25,000 (includes if performed by board chair) | $25,000 |
| Chair of the Board supplemental retainer | $120,000 (paid monthly) | Not applicable for 2024; Chair role began Jan 1, 2025 |
| Meeting fees | None; reimbursement of reasonable expenses | N/A |
| Equity grant (restricted stock) | $135,000 annual grant; number of shares = $135,000 / prior trading day close; vests trading day before next annual meeting; accelerated vesting on death/disability or qualifying change of control | 1,074 shares granted on May 9, 2024 at $125.68 per share; grant-date fair value $134,980 |
| 2024 total director compensation (Cregg) | Cash + equity | $259,980 total ($125,000 cash; $134,980 equity) |
- Stock ownership guidelines: Directors must maintain ≥5x annual cash retainer ($500,000) within 5 years; as of March 11, 2025, all non-employee directors other than Mr. Bosway exceeded target ownership; Bosway is in compliance on path to target .
Performance Compensation
Directors do not receive performance-conditioned equity; annual grants are time-based restricted stock with one-year vesting. No STI/LTI performance metrics or options are used for director compensation .
| Equity Instrument | Grant Date | Shares | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock | May 9, 2024 | 1,074 | $134,980 | Trading day before May 8, 2025 annual meeting | Not applicable |
Other Directorships & Interlocks
- Public boards: Comerica (banking), Westlake (chemicals). Private: Minto Group (Canada) .
- Potential interlocks/conflicts: Audit Committee oversees Item 404 transactions; none reportable since Jan 1, 2024 .
- Supplier/customer overlap: No related-party transactions disclosed; low conflict visibility in proxy .
Expertise & Qualifications
- Audit committee financial expert; extensive CFO/CEO experience across construction, manufacturing, and services; deep risk, compliance, and financial reporting oversight from Comerica committee leadership .
- Board leadership: Provides governance continuity and independent oversight as Chair; responsibilities include presiding over meetings and executive sessions, serving as liaison to management, and agenda approval .
Equity Ownership
| Holder | Shares Not Subject to Unvested Awards | Unvested Restricted Shares | Total Shares Beneficially Owned | % Outstanding |
|---|---|---|---|---|
| Roger A. Cregg | 43,327 | 1,074 | 44,401 | <1% (asterisk) |
- Count methodology: Unvested restricted shares counted toward ownership; RSUs/PSUs not applicable to directors .
- Option awards/pledging: Company does not grant stock options in its equity program; no pledging disclosures for directors; anti-pledging policy applies to executive officers .
Governance Assessment
- Positives: Independent Chair; Audit Chair and financial expert; 100% attendance; strong ownership alignment exceeding guideline; no related-party transactions; robust evaluation and refresh process; independent compensation consultant for both director and executive pay .
- Compensation structure: Balanced cash retainer plus equity; no meeting fees; equity is time-based (alignment without short-term incentives) .
- Shareholder signals: 2024 say-on-pay support >97%, indicating broad investor confidence in compensation governance .
- Potential risks/flags: Multiple outside public-company boards and heavy committee workload could pose time-commitment pressure; however, 2024 attendance was 100% and committees are fully independent (mitigating concern) .
- RED FLAGS: None observed in proxy disclosures—no Item 404 transactions, no meeting fee gaming, no option repricing; director equity is standard restricted stock with straightforward vesting .