Sidney Feltenstein
About Sidney J. Feltenstein
Sidney J. Feltenstein (age 84) has served on Tutor Perini Corporation’s board since 2013. He is Managing Partner of DIA Equity Partners (since April 2022), previously Senior Operating Partner at Sentinel Capital Partners (2010–2023), and earlier Chairman/CEO of Yorkshire Global Restaurants (A&W, Long John Silver’s; 1994–2003). He holds a BA in Communications from Boston University and is designated “not independent” due to a family relationship with Executive Chairman Ronald N. Tutor (father-in-law) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DIA Equity Partners | Managing Partner | Apr 2022–present | Private equity operating leadership |
| Sentinel Capital Partners | Senior Operating Partner | Feb 2010–Jun 2023 | Operational/marketing oversight across portfolio |
| Yorkshire Global Restaurants, Inc. | Chairman & CEO | 1994–Feb 2003 | Built/led A&W and Long John Silver’s holding company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bright Star Health Care (private) | Director | Not disclosed | Private company directorship |
| Boston University | Overseer & Trustee Emeritus; former Trustee & Audit Committee Chair | Not disclosed | Non-profit governance |
| One Family Health | Trustee | Not disclosed | Non-profit governance |
Board Governance
- Independence: Not independent; identified as Mr. Tutor’s father-in-law. Does not serve on standing committees reserved for independent directors .
- Committee assignments: None disclosed for Audit, Compensation, or Corporate Governance & Nominating (committee grid shows no memberships for Feltenstein) .
- Attendance: Board met 5 times in 2024; each director attended at least 75% of Board and applicable committee meetings. Non‑management directors held executive sessions on the same day as each of the four regular Board meetings .
- Board structure: Lead Independent Director (Robert C. Lieber); majority independent (except Tutor, Smalley, Feltenstein). Majority voting standard adopted for uncontested director elections with resignation policy .
Fixed Compensation
- Program structure (as of May 2024): annual cash retainer $100,000; annual equity value retainer $160,000; Lead Independent Director retainer $30,000; Audit Chair $25,000; Compensation Chair $15,000; Governance Chair $15,000; Audit member $12,500; Compensation member $7,500; Governance member $7,500. Attendance fee $1,500 per meeting for “more than reasonable” meetings (three such Audit meetings in 2024). Prior to May 2024, per‑meeting fees applied; an ad hoc Refinance Committee paid $300 per meeting (two meetings) .
| 2024 Director Compensation (Feltenstein) | Amount ($) | Notes |
|---|---|---|
| Fees Earned (cash or stock) | 102,103 | Includes annual cash retainer; elected to receive equity for most of retainer (see below) |
| Stock Awards (grant date fair value) | 159,997 | Based on NYSE closing price on grant date |
| Total | 262,100 | Sum of fees + stock awards |
| 2024 Cash vs Stock Election (Annual Cash Retainer) | Shares | Share Price ($) | Value ($) | Cash ($) | Total ($) |
|---|---|---|---|---|---|
| Feltenstein election | 4,786 | 20.89 | 99,980 | 20 | 100,000 |
- As of Dec 31, 2024, no outstanding equity awards for non‑management directors (awards are granted and not typically performance‑vested for directors) .
Performance Compensation
| Director Performance Metrics Tied to Pay | Disclosure |
|---|---|
| Performance‑based metrics (e.g., TSR, EBITDA) for director pay | None disclosed for non‑management directors; annual equity value retainer is time‑based/unrestricted stock |
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No current public board service disclosed in TPC proxy bio |
| Designation under Shareholders Agreement | Board Nominee | — | Mr. Tutor has right to designate one nominee; has designated Mr. Feltenstein since Nov 2013 |
Expertise & Qualifications
- Operational and marketing management expertise from chair/CEO and private equity operating roles .
- Prior audit committee leadership experience at Boston University (non‑profit), adding governance and financial oversight perspective .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Sidney J. Feltenstein | 305,122 | * | “*Less than 1%” per table; see company-wide share count methodology |
| Director Stock Ownership Guideline | 5× annual cash retainer | — | Non‑management directors must hold stock valued at 5× $100,000; all current non‑management directors are in compliance |
| Hedging/Pledging | Prohibited / none outstanding | — | Company prohibits insider hedging; no director pledges currently; anti‑pledging policies in place |
Governance Assessment
- Red flags:
- Not independent due to familial relationship with Executive Chairman; nominated under a shareholder agreement right. This reduces perceived board independence and could impair objective oversight, especially of related‑party matters .
- No committee assignments, limiting direct involvement in audit, compensation, or governance oversight reserved for independent directors .
- Mitigants:
- Independent committees and Lead Independent Director structure; majority independent board; director resignation policy under majority voting .
- Audit Committee approval required for related‑party transactions; formal Code of Ethics and Related Party Transactions policy .
- Director pay includes substantial equity retainer; Feltenstein elected stock for nearly all of cash retainer, signaling alignment with shareholders .
- Shareholder sentiment signal:
- 2024 say‑on‑pay support was below majority, prompting governance and pay program adjustments; while focused on executives, it reflects broader investor scrutiny of TPC governance practices .
Overall, Feltenstein’s long operating background adds commercial acumen, but his non‑independence and designation via the shareholder agreement are meaningful governance risks; continued reliance on independent committees and robust related‑party controls remains critical for investor confidence .