Centuri Holdings Inc

Role of the Compensation Committee

The Compensation Committee oversees our executive compensation program and is responsible for reviewing and approving all executive compensation and benefit plans of the Company’s executive officers, including its NEOs. The Compensation Committee works closely with its independent compensation consultant and meets regularly throughout the year to review and discuss our compensation philosophy, compensation governance, composition of our peer group, incentive plan design and related corporate goals and objectives. In addition, the Compensation Committee recommends to the full Board the CEO’s target compensation (and each component of compensation) taking into account the CEO’s performance in relation to corporate goals and objectives, individual performance and peer group practices. Based on the recommendations provided by the CEO, the Compensation Committee also reviews and approves the salaries and incentive compensation for the other the NEOs. The full description of the Compensation Committee’s authority and responsibilities is provided in the Compensation Committee Charter, which is available on the Company’s website atwww.centuri.com.

Role of Management

When making decisions on executive compensation, the Compensation Committee considers input from management, including the NEOs. Management annually provides information to the Compensation Committee regarding market practices and pay levels of the various elements of direct compensation (including target awards for incentive compensation), as well as the thresholds, targets and maximums of the performance measures. Information is gathered from Company operating data, external independent surveys and publicly available compensation comparisons. Decisions regarding CEO compensation are made solely by the Compensation Committee meeting in executive session without the CEO or any other NEOs present. Decisions regarding the compensation of other NEOs are also made by the Compensation Committee, in consultation with the CEO, but without the other NEOs being present.

Role of Independent Compensation Consultant

Meridian Compensation Partners (“Meridian”) served as the independent compensation consultant to the Compensation Committee during fiscal 2024. Meridian reports directly to the Compensation Committee and does not provide any services to the Company other than the Compensation Committee consulting services. Meridian's engagement with the Compensation Committee as its independent compensation consultant included a review and analysis of several aspects of our executive compensation program, and during fiscal 2024 included the following services:

•Conducted peer group review;

•Provided and analyzed compensation market data;

•Analyzed incentive plan design;

•Advised on the reasonableness of our NEO compensation levels and programs;

•Review of our Compensation Discussion and Analysis disclosure;

•Performed benchmarking and analysis of our Board of Directors’ compensation and related benefits;

•Provided periodic updates and guidance on regulatory and governance trends impacting compensation; and

•Attended Compensation Committee meetings (as necessary), including meeting with the Compensation Committee in private executive sessions, without management present.

Meridian did not receive fees from the Company for services other than executive compensation services. For 2024, the Compensation Committee analyzed whether the work of Meridian or any other executive compensation adviser raised any conflicts of interest, taking into consideration all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act. The Compensation Committee determined, based on its analysis of all relevant factors, that no conflicts of interest were present.