Southland Holdings Inc

This section discusses the executive compensation for Southland’s named executive officers (“NEOs”). In 2023, the NEOs and their positions with Southland were as follows:

Summary Compensation Table

The following table sets forth information with respect to the compensation of Southland’s NEOs for the fiscal years ended December 31, 2023, 2022 and 2021.

Narrative Disclosure to Summary Compensation Table

Base Salaries

The NEOs received their respective base salaries to compensate them for services rendered to Southland. The base salary payable to each NEO was intended to provide a market competitive level of fixed compensation reflecting the applicable NEO’s skill set, experience, role and responsibilities. Due to proration, the salaries disclosed below do not match the salaries in the summary compensation table above. For the fiscal year ended December 31, 2023, the respective annual base salaries of Southland’s NEOs were as follows:

Cash Bonus

Southland’s NEOs are entitled to receive annual cash bonuses. Payments of the annual cash bonuses are discretionary and not based on any specific performance milestones or financial achievements. Any cash bonuses paid to the Chief Executive Officer are approved by the Compensation Committee and any cash bonuses paid to the other NEOs are approved by the Chief Executive Officer and the Compensation Committee. For the fiscal year ended December 31, 2023, the total discretionary cash bonuses earned by Southland’s NEOs were as follows:

Equity Compensation

On February 14, 2023, the Company issued 173,333 restricted stock units to Mr. Gallarda pursuant to an award under the Company’s 2022 Equity Incentive Plan. The restricted stock units will vest over a two-year period, with one-half (1/2) of the shares vesting on February 14, 2024 and the remaining shares vesting on February 14, 2025, based on Mr. Gallarda’s continuous employment with the Company or an affiliate. The restricted stock units were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, as applicable.

Other Elements of Compensation

Retirement Plans. Southland maintains a 401(k)-Profit Sharing Plan for its employees, including NEOs, who satisfied certain eligibility requirements. NEOs were eligible to participate in the 401(k)-Profit Sharing Plan on the same terms as other full-time employees. The Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax or after tax basis through contributions to the plans, which have discretionary match features.

For the fiscal year ended December 31, 2023, the total discretionary contributions made in favor of Southland’s NEOs were as follows:

Health/Welfare Plans. All of Southland’s full-time employees, including NEOs, were eligible to participate in its health and welfare plans, including, but not limited to, medical, dental and vision benefits, short-term and long-term disability insurance and life insurance.

Car Allowance. NEOs are entitled to receive annual car allowances. For the fiscal year ended December 31, 2023, Mr. Winn, Mr. Rudy Renda and Mr. Gallarda received an annual car allowance of $17,700. Mr. Frank Renda received an annual car allowance of $16,500.

Outstanding Equity Awards at 2023 Fiscal Year End

The following table provides information regarding outstanding equity awards held by our NEOs as of December 31, 2023:

Executive Employment Agreements

Each of Messrs. Frank Renda, Tim Winn, Rudy Renda, and Cody Gallarda have entered into employment agreements with the Company (the “Employment Agreements”). The Employment Agreements generally provide for at-will employment and each executive’s annual base salary, eligibility to receive an annual cash performance bonus, eligibility to receive equity grants pursuant to the Company’s equity plans and eligibility to participate in the Company’s benefit plans.

The annual base salary of each executive, and such executive’s annual cash performance bonus, are expected to be reviewed annually by the Company. Mr. Frank Renda’s Employment Agreement provides for an initial annual base salary of $650,000. Mr. Winn’s Employment Agreement provides for an initial annual base salary of $500,000. Mr. Rudy

Renda’s Employment Agreement provides for an initial annual base salary of $500,000. Mr. Gallarda’s Employment Agreement provides for an initial annual base salary of $400,000. Each executive’s Employment Agreement provides for an annual cash performance bonus that is targeted, but not guaranteed, to be between 80% and 200% of such executive’s annual base salary for that particular year.

The Employment Agreements also restrict Messrs. Frank Renda, Tim Winn, and Rudy Renda’s ability to sell more than a certain percentage of his total, aggregate equity holdings in the Company or any of the Company’s affiliates during any calendar year. Each executive officer is subject to certain restrictive covenants, including but not limited to confidentiality, non-disclosure and non-solicitation covenants under his Employment Agreement.

Further, the Employment Agreements provide for the following payments upon termination of an executive’s employment, including in connection with a change in control:

Director Compensation

During the year ended December 31, 2023, our non-employee directors received compensation for their service as directors. Mr. Renda and Mr. Winn received no compensation for their service on our board and only received compensation for their service as officers of the Company.

Our non-employee director compensation program consisted of an annualized retainer of $15,000 in cash for each non-employee director. This totaled a cash retainer paid of $7,500 to each non-employee director. Additionally, each non-employee director was granted 7,174 RSUs on November 7, 2023.

The following table sets forth total compensation awarded to or earned by each of our non-employee directors during the fiscal year ended December 31, 2023:

In each subsequent year, the Compensation Committee will determine the non-employee director compensation.