Ronald Ballschmiede
STERLING INFRASTRUCTUREAbout Ronald Ballschmiede
Ronald A. Ballschmiede, age 69, currently serves as Executive Vice President and Interim Chief Financial Officer & Chief Accounting Officer (appointed March 14, 2025). He previously served as EVP, CFO & CAO from November 2015 to May 2024, then EVP until resuming interim CFO duties in March 2025 . Under his finance leadership, Sterling delivered record 2024 results: revenues up 7.3% to $2.12B, net income $257.5M, cash from operations $497.1M, and TSR of 91.6% for the year; 2023 also saw record performance and 168% TSR, indicating strong value creation momentum .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chicago Bridge & Iron Company N.V. | Executive Vice President & Chief Financial Officer | 2006–2015 | Senior finance leadership at a leading EPC contractor, overseeing reporting, capital structure, and controls |
External Roles
No external public-company directorships or committee roles disclosed for Mr. Ballschmiede in the proxy statements .
Fixed Compensation
| Year | Base Salary ($) | Target STI (%) | Target STI ($) | STI Paid ($) |
|---|---|---|---|---|
| 2024 | 626,750 | 75% | 470,063 | 936,566 |
| 2023 | 626,750 | 75% | 470,063 | 857,864 |
| 2022 | 575,000 | — | — | 805,000 |
2024 perquisites: 401(k) plan contributions $17,250 and wellness benefits $6,895; no vehicle lease benefit reported .
Performance Compensation
| Program | Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|---|
| 2024 STI | Adjusted EBITDA (000s) | 75% | 265,900 | 295,500 | 325,100 | 324,752 | 199% |
| 2024 STI | Safety Performance (events) | 25% | Board discretion | 66,500 | Board discretion | ≈ double target | 200% |
| 2024 STI | Weighted Average Payout | — | — | — | — | — | 199% |
| PSU Award (EPS tranches) | Award Year & Tranche | Weighting Portion | Threshold EPS | Target EPS | Max EPS | Actual Adjusted EPS | 2024 Payout |
|---|---|---|---|---|---|---|---|
| EPS PSU | 2022 Tranche 3 | 1/3 | 2.60 | 3.06 | 3.36 | 6.10 (adjusted) | 200% |
| EPS PSU | 2023 Tranche 2 | 1/3 | 2.97 | 3.49 | 3.84 | 6.10 (adjusted) | 200% |
2024 LTI design: PSUs comprise 60% of LTI value (2/3 EPS cumulative over 3 years; 1/3 relative TSR vs peers); RSUs comprise 40% (three-year ratable vesting); double-trigger CoC vesting applies to 2024 grants .
2024 LTI grants (grant-date values/units):
| Grant Date | RSUs (#) | RSUs Value ($) | PSUs Target (#) | PSUs Value ($) |
|---|---|---|---|---|
| 01/01/2024 | 4,811 | 423,056 | 4,811 | 423,056 |
Equity Ownership & Alignment
Beneficial ownership:
| Record Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| March 11, 2025 | 249,681 | <1% (based on 30,416,977 shares) |
| March 11, 2024 | 272,132 | <1% (based on 31,152,222 shares) |
Outstanding equity (as of Dec 31, 2024):
| As of | Unvested RSUs (#) | Market Value ($) | Unearned PSUs Target (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 12/31/2024 | 7,189 | 1,210,987 (at $168.45) | 34,656 | 5,837,803 (at $168.45) |
RSU vesting schedule (as of Dec 31, 2024):
| RSUs | Vesting Date |
|---|---|
| 3,981 | December 31, 2025 |
| 3,208 | 1/2 on each December 31, 2025 and 2026 |
PSU performance periods outstanding (as of Dec 31, 2024):
| Grant Date | Target PSUs | Last Day of Performance Period |
|---|---|---|
| 01/01/2022 | 4,555 | 12/31/2024 |
| 02/19/2023 | 7,962 | 12/31/2025 |
| 01/01/2024 | 4,811 | 12/31/2026 |
Ownership/pledging policies and guidelines:
- Stock ownership guideline: 3× base salary for NEOs; Mr. Ballschmiede exceeded his target ownership level as of the 2024 proxy .
- Anti-hedging and anti-pledging: Executives prohibited from hedging or pledging company securities .
- No stock options: Company does not grant stock options .
Employment Terms
| Term | Details |
|---|---|
| Executive officer tenure | Executive Officer since 2015; EVP, CFO & CAO (Nov 2015–May 2024); EVP (May 2024–Mar 2025); Interim CFO & CAO appointed Mar 14, 2025 |
| Employment agreement | Executed Dec 2018; automatic one-year extensions; current term (per 2024 proxy) expires Dec 11, 2024; annual base salary $626,750 |
| Non-compete/solicit | Non-compete and non-solicitation covenants apply during term and post-termination |
| Severance (no CoC) | If terminated without cause or for good reason: cash severance = 1× base salary + 18 months COBRA; outplacement up to $25,000; equity accelerates per award terms |
| Severance (CoC context) | If terminated without cause or for good reason within 6 months before or 24 months after a change of control: cash severance = 1.5× base salary + target STI + 18 months COBRA; $25,000 cash in lieu of outplacement |
| Equity treatment | RSUs: full vest on death/disability, termination without cause/good reason, and CoC (pre-2024) or qualifying termination in CoC (2024+). PSUs: vest at target or actual on death/disability/CoC; remain outstanding and vest on actual performance for termination without cause/good reason or retirement (with non-compete) |
| Clawback | Expanded clawback policy adopted Oct 2023 under NASDAQ Rule 5608 and Exchange Act Section 10D; applies to incentive comp upon restatement; company-wide clawback applies regardless of culpability |
| Tax gross-ups | No excise tax gross-ups provided; payments subject to potential 280G cutback |
Compensation Structure Analysis
- Increased performance leverage: 2024 STI paid near max (199%) on EBITDA outperformance; PSUs for 2022/2023 tranches paid at 200% on adjusted EPS, reinforcing pay-for-performance .
- Shift to higher at-risk equity: 2024 LTI increased PSU weight to 60% and added relative TSR with three-year cumulative performance and double-trigger vesting, tightening shareholder alignment and retention incentives .
- Limited perquisites/retirement: Modest perquisites and no supplemental retirement plans beyond 401(k) match (5%), reducing fixed-cost burden .
- No options and anti-hedge/pledge: Eliminates misalignment risks associated with option repricing and pledge-related forced selling .
Compensation Peer Group & Say-on-Pay
- Peer group calibration: 2024 peer set updated (e.g., adds Ameresco, Arcosa, Astec) with Sterling revenues positioned between the 25th–50th percentiles and market cap at the median at approval time .
- Say-on-Pay support: >97% approval at 2024 annual meeting, indicating strong shareholder endorsement of program design .
Performance & Track Record
| Year | Revenues ($B) | Net Income ($M) | Backlog ($B) | Cash from Ops ($M) | TSR |
|---|---|---|---|---|---|
| 2024 | 2.12 | 257.5 | 1.69 (GM 16.7%) | 497.1 | 91.6% |
| 2023 | 1.97 | 138.7 | 2.07 (GM 15.2%) | 478.6 | 168% |
Stock vested in 2024 (indicative of potential supply): 38,603 shares vested to Mr. Ballschmiede (value realized $4,731,361) .
Board Governance
Mr. Ballschmiede is not a director and does not sit on board committees; all board committees are fully independent .
Investment Implications
- Alignment and performance momentum: Compensation is tightly linked to EBITDA, EPS, and TSR with high payout leverage, indicating strong alignment of finance leadership with shareholder value creation .
- Retention risk moderate: While his 2018 agreement included severance protections and equity acceleration, the 2024 move to double-trigger for equity in CoC contexts reduces windfall risk and promotes continuity; non-compete/solicit covenants further mitigate transition risk .
- Insider supply watch: Significant unvested RSUs/PSUs and recent vesting activity suggest periodic share deliveries; anti-pledging/hedging policies limit leverage and misalignment, but monitor Form 4s around vest dates for selling pressure .
- Governance quality: Strong say-on-pay support, robust clawback, ownership guidelines, and absence of tax gross-ups or options are shareholder-friendly, reducing red-flag risks .