Centuri Holdings, Inc.
For the period ended May 19, 2026. Filed Apr 6, 2026.
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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 19, 2026 · Filed Apr 6, 2026
Contents
Compensation Program Objectives, Key Considerations and Principles
Philosophy and Objectives
Centuri’s executive compensation program is designed to support the Company’s short- and long‑term strategies, reinforce a performance‑driven culture, and align the interests of executives with stockholders. The program is structured to be market‑competitive, performance‑based, and governed by strong compensation and governance practices. The Compensation Committee has structured Centuri’s executive compensation program covering NEOs to include the following key governance and design practices:
Attract, retain, and motivate high-caliber leadershipby delivering competitive and sound total rewards that reflect market benchmarking and internal equity.
Provide a balanced mix of pay components and incentives through a well‑balanced compensation program that integrates cash and equity elements and incorporates both annual and long‑term incentives to reinforce sustained performance and stockholder alignment.
Align pay with performanceby emphasizing financial, operational, and strategic objectives and results through annual and long-term incentives. A significant portion of our NEOs’ total compensation is tied to the achievement of business objectives and creation of long-term stockholder value. This ensures NEO pay is aligned with business and share performance. While we emphasize “at- risk” pay tied to performance, we have designed the executive compensation program so that it does not encourage excessive risk-taking by management.
Promote long-term value creation and financial discipline, supported by a shift toward value-driving long-term incentive plan metrics such as return on net assets (“RONA”) and free cash flow to strengthen operational efficiency and sustainable growth.
Limited perquisites provided to NEOs and only to the extent they are reasonable and consistent with our compensation objectives of attracting and retaining superior executives for key positions.
| 29 | 2026 Proxy Statement |
Clawback Policy that complies with applicable legal and stock exchange listing requirements and that provides Centuri the authority to recover erroneously paid incentive compensation in connection with an accounting restatement.
Use of Meridian, an Independent Compensation Consultantwho advises the Compensation Committee on the design and market competitiveness of our executive compensation program.
Majority of Executive Compensation is Performance-Based
The majority of each NEO’s target total direct compensation is composed of at-risk variable compensation. The percentage of at-risk pay depends upon the NEO’s position and the ability to influence outcomes, competitive market practice and risk mitigation considerations. The Company’s CEO 2025 at-risk pay was equal to 79% of his target total direct compensation opportunity. For the other NEOs, the average percentage of at-risk pay was equal to 74% of average target total direct compensation. The charts below set forth the 2025 target total direct compensation pay mix for our CEO and the other NEOs’ average target total direct compensation pay mix as well as the 2025 long-term incentive equity mix.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.