STERLING INFRASTRUCTURE, INC.
For the period ended May 9, 2024. Filed Mar 26, 2024.
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May 9, 2024 · Filed Mar 26, 2024
Contents
Board Evaluation Process
The governance/nominating committee is responsible for overseeing the annual performance evaluation of the board and each committee. This board evaluation process is intended to evaluate director performance for the purpose of improving board and committee processes and effectiveness. The process produces quantitative ratings and subjective comments in key areas of board practices and provides directors with suggestions for improvement. The evaluation covers topics such as board and committee (i) composition and structure; (ii) meetings and materials; (iii) interaction with management; and (iv) role and effectiveness. The evaluation summary is then discussed by the independent directors in an executive session held for such purpose. Any areas of board or committee performance that are identified as needing improvement or change are considered by the governance/nominating committee, which then makes a recommendation to the board on the matter. Recent improvements as a result of the board evaluation process include periodic rotation of committee chairs and membership, the addition of another financial expert to the audit committee, the establishment of a mandatory director retirement age, the addition of directors with prior public company board experience, and a continued focus on board gender and ethnic diversity. During 2023, the governance/nominating committee retained a third-party consultant to independently evaluate director performance. The consultant interviewed each director and our named executive officers (“NEOs”), conducted an in-person workshop with all parties, and then provided an assessment including actionable board priorities.
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