STERLING INFRASTRUCTURE, INC.

For the period ended May 9, 2024. Filed Mar 26, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 9, 2024 · Filed Mar 26, 2024

STRL$252.82+3.5%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14AProxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934(Amendment No. __)

Filed by the Registrant	☑	Filed by a Party other than the Registrant	☐

Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

STERLING INFRASTRUCTURE, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
☑	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of Annual Meeting of Shareholders

Date:	Thursday, May 9, 2024
Time:	8:30 a.m., local time
Place:	1800 Hughes Landing Boulevard
	The Woodlands, Texas 77380
Purpose:	(1) To elect the eight director nominees, named in the accompanying proxy statement, to our board of directors;
	(2) To approve, on an advisory basis, the compensation of our named executive officers;
	(3) To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2024;
	(4) To adopt the second amended and restated 2018 stock incentive plan; and
	(5) To transact such other business as may properly come before the annual meeting.
Record Date:	Only shareholders of record as of the close of business on March 11, 2024 are entitled to notice of and to attend or vote at the annual meeting.
Proxy Voting:	It is important that your shares are represented at the annual meeting. Accordingly, after reading the accompanying proxy statement, please promptly submit your proxy and voting instructions as described in the proxy statement.

By Order of the Board of Directors

Mark D. Wolf

General Counsel & Corporate Secretary

March 26, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERSTO BE HELD ON MAY 9, 2024.

Proxy Statement Summary	1
	2024 Annual Meeting of Shareholders	1
	Agenda and Voting Recommendations	1
	Corporate Governance Highlights	1
	Director Nominees Overview	2
	2023 Performance Highlights	3
	Corporate Social Responsibility Highlights	4
	Executive Compensation Highlights	5
Corporate Governance	5
	Board Governance Guidelines; Code of Business Conduct	5
	Board Composition and Leadership Structure	5
	Board and Committee Independence; Financial Experts	6
	Director Nominees Experience and Skills Matrix	7
	Board Diversity, Tenure and Refreshment	7
	Board Diversity	7
	Board Tenure and Refreshment	7
	Board Succession Planning	8
	Board and Committee Meeting Attendance	8
	Board Committees	8
	Audit Committee	8
	Compensation and Talent Development Committee	8
	Corporate Governance and Nominating Committee	9
	Compensation and Talent Development Committee Procedures	9
	Board Evaluation Process	9
	Board’s Role in Oversight of Risk Management	9
	Stock Ownership Guidelines	12
	Consideration of Director Nominees and Shareholder Nomination Procedures	12
	Shareholder Engagement	13
	Communications with the Board	14
Director Compensation	14
	Cash Compensation	14
	Equity-Based Compensation	14
	2023 Director Compensation	15
Proposal No. 1: Election of Directors	16
	Vote Required to Elect Director Nominees	16
	Recommendation of the Board of Directors	16
	Information about Director Nominees	17
	Information about Executive Officers	21
Stock Ownership of Directors and Executive Officers	22
Stock Ownership of Certain Beneficial Owners	22
Executive Officer Compensation	23
	Compensation Discussion and Analysis	23
	Compensation and Talent Development Committee Report	33

Sterling Infrastructure| 2024 Proxy Statement | i |

Annex A - Second Amended and Restated 2018 Stock Incentive Plan · A-1
	Executive Compensation Tables	34
	2023 Summary Compensation Table	34
	Grants of Plan-Based Awards in 2023	34
	Outstanding Equity Awards at December 31, 2023	35
	Stock Vested in 2023	36
	Potential Payments upon Termination or Change in Control	36
	Pay Ratio	39
	Pay Versus Performance	39
Proposal No. 2: Advisory Vote on the Compensation of Our Named Executive Officers	41
	Vote Required to Approve, on an Advisory Basis, the Compensation of Our Named Executive Officers	41
	Recommendation of the Board of Directors	41
Audit Committee Report	42
	Appointment of Independent Registered Public Accounting Firm; Financial Statement Review	42
Independent Registered Public Accounting Firm	43
	Fees and Related Disclosures for Accounting Services	43
	Pre-Approval Policies and Procedures	43
Proposal No. 3: Ratification of the Appointment of Our Independent Registered Public Accounting Firm	43
	Vote Required to Ratify the Appointment of Our Independent Registered Public Accounting Firm	43
	Recommendation of the Board of Directors	43
Proposal No. 4: Adoption of the Second Amended and Restated 2018 Stock Incentive Plan	44
	Vote Required to Adopt the Second Amended and Restated 2018 Stock Incentive Plan	50
	Recommendation of the Board of Directors	50
Certain Transactions	50
Questions and Answers about the Proxy Materials, Annual Meeting and Voting	51
2025 Shareholder Proposals	55

|ii |Sterling Infrastructure| 2024 Proxy Statement

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.