strl-20260324

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


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

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STERLING INFRASTRUCTURE, INC.
(Name of Registrant as Specified in its Charter)

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


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Notice of Annual Meeting of Shareholders



Date:						Thursday, May 7, 2026

Time:						8:30 a.m., local time

Place:						1800 Hughes Landing Boulevard
						Suite 250
						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 2026; and


						(4) 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 10, 2026 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 25, 2026


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 7, 2026.

The proxy statement, proxy card and our 2025 annual report to shareholders are available at http://www.proxyvote.com


Table of Contents


Proxy Statement Summary		1

	2026 Annual Meeting of Shareholders	1
	Agenda and Voting Recommendations	1
	Corporate Governance Highlights	1
	Director Nominees Overview	2
	2025 Performance Highlights	3
	Corporate Social Responsibility Highlights	3
	Executive Compensation Highlights	4

Corporate Governance		4

	Board Governance Guidelines; Code of Business Conduct; Insider Trading Policy; Equity Award Timing	4
	Board Composition and Leadership Structure	5
	Board and Committee Independence; Financial Experts	5
	Director Nominees Experience and Skills Matrix	5
	Board Diversity, Tenure and Refreshment	6
	Board Diversity	6
	Board Tenure and Refreshment	6
	Board Succession Planning	6
	Board and Committee Meeting Attendance	7
	Board Committees	7
	Audit Committee	7
	Compensation and Talent Development Committee	7
	Corporate Governance and Nominating Committee	8
	Compensation and Talent Development Committee Procedures and Roles	8
	Board Evaluation Process	8
	Board’s Role in Oversight of Risk Management	9
	Stock Ownership Guidelines	11
	Consideration of Director Nominees and Shareholder Nomination Procedures	11
	Shareholder Engagement	12
	Com munications with the Board	13

Director Compensation		13

	Cash Compensation	13
	Equity-Based Compensation	14
	2025 Director Compensation	14

Proposal No. 1: Election of Directors		15

	Vote Required to Elect Director Nominees	15
	Recommendation of the Board of Directors	15
	Information about Director Nominees	16
	Information about Executive Officers	20

Stock Ownership of Directors and Executive Officers		21

Delinquent S ection 16(a) Reports		21

Stock Ownership of Certain Beneficial Owners		22

Sterling Infrastructure | 2026 Proxy Statement | i |



Executive Officer Compensation		20

	Compensation Discussion and Analysis	20
	Compensation and Talent Development Committee Report	29
	Executive Compensation Tables	30
	2025 Summary Compensation Table	30
	Grants of Plan-Based Awards in 2025	31
	Outstanding Equity Awards at December 31, 2025	32
	Stock Vested in 2025	33
	Potential Payments upon Termination or Change in Control	38
	Pay Ratio	39
	Pay Versus Performance	39

Proposal No. 2: Advisory Vote on the Compensation of Our Named Executive Officers		38

	Vote Required to Approve, on an Advisory Basis, the Compensation of Our Named Executive Officers	38
	Recommendation of the Board of Directors	38

Audit Committee Report		39

	Appointment of Independent Registered Public Accounting Firm; Financial Statement Review	39

Independent Registered Public Accounting Firm		40

	Fees and Related Disclosures for Accounting Services	40
	Pre-Approval Policies and Procedures	40

Proposal No. 3: Ratification of the Appointment of Our Independent Registered Public Accounting Firm		40

	Vote Required to Ratify the Appointment of Our Independent Registered Public Accounting Firm	40
	Recommendation of the Board of Directors	40

Certain Transactions		41

Questions and Answers about the Proxy Materials, Annual Meeting and Voting		42

202 7 Shareholder Proposals		46

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Proxy Statement Summary

This proxy statement (“proxy statement”), along with the accompanying notice of annual meeting of shareholders, is furnished on behalf of Sterling Infrastructure, Inc., a Delaware corporation (the “Company”), by its board of directors (“board” or “board of directors”) in connection with the solicitation of your proxy to be voted at the 2026 annual meeting of shareholders of the Company (“annual meeting”). In this proxy statement, unless the context suggests or requires otherwise, references to “Sterling,” “we,” “us” and “our” mean the Company, and, as appropriate, our subsidiaries. This summary highlights selected information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before submitting your proxy and voting instructions. For more information regarding our 2025 financial and operational performance, please review our 2025 annual report to shareholders (“2025 annual report”). The 2025 annual report, including financial statements, is first being made available to shareholders together with this proxy statement on or about March 25, 2026.

2026 Annual Meeting of Shareholders


Time and Date:			8:30 a.m., local time, Thursday, May 7, 2026

Place:			1800 Hughes Landing Boulevard Suite 250 The Woodlands, Texas 77380

Record Date:			March 10, 2026

Voting:			Shareholders as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director position and one vote for each of the other proposals to be voted on at the annual meeting.

Agenda and Voting Recommendations


Proposal	Description	Board Vote Recommendation	Page
1	Election of eight director nominees	FOR each nominee	15
2	Advisory vote to approve the compensation of our named executive officers	FOR	41
3	Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for 2026	FOR	42

Corporate Governance Highlights

We are committed to strong and effective governance practices that promote and protect the interests of our shareholders. Our commitment to good corporate governance is illustrated by the following highlights:

7 of 8 director nominees independent

100% independent committees

Separate Chair and CEO roles

Demonstrated board refreshment

Annual election of directors by majority vote in uncontested elections

Clawback policy

Robust board governance guidelines and business and supplier codes of conduct

Continued focus on the diversity of experiences of board members

No shareholders’ rights plan

Annual board and committee performance evaluations

Stock ownership guidelines for directors
and executive officers

Independent directors regularly meet in executive session without management present

Sterling Infrastructure | 2026 Proxy Statement | 1 |

Director Nominees Overview

Name

Age

Director Since

Independent

Experience

William T. Bosway

2024

Chief Executive Officer and Chairman of the Board of Gibraltar Industries, Inc.

Roger A. Cregg*

2019

Former President and CEO of AV Homes, Inc.; Director of Westlake Corporation

Joseph A. Cutillo

2017

Chief Executive Officer of Sterling Infrastructure, Inc.; Director of NPK International, Inc.

Julie A. Dill‡

2021

Former CEO of Spectra Energy Partners, LP; Director of RYAM; Director of Centuri Holdings

Dana C. O’Brien

2019

Former Senior Vice President, General Counsel and Secretary of Olin Corporation; Director of AdvanSix, Inc.

B. Andrew Rose

2025

Former CEO & President of Worthington Enterprises, Inc.; Director of Greif, Inc.; Director of Trex Company, Inc.

David S. Schulz‡

2025

Executive Vice President and Senior Advisor to the CEO and the former Executive Vice President and Chief Financial Officer of Wesco International, Inc.

Dwayne A. Wilson

2020

Former Senior Vice President of Fluor Corporation; Director of Ingredion, Inc.; Director of Crown Holdings; Director of DT Midstream, Inc.

* Chair of the board.

‡ Audit committee financial expert.

In connection with our commitment to strong governance practices that we believe deliver value to our shareholders, the corporate governance and nominating committee of the board (“governance/nominating committee”) hired a third-party consultant in May 2024 to assist in evaluating the experience, qualifications, attributes and skills of the members of the board. Such third-party consultant also assisted the governance/nominating committee with an extensive and careful search to identify board candidates with highly additive skills and relevant experience to guide the Company’s ongoing transformation and maximize board effectiveness. As a result of the search, the board appointed B. Andrew Rose and David S. Schulz to serve as directors effective July 10, 2025. Messrs. Rose and Schulz are independent directors who add more public company, construction and C-suite experience to the board.

The following charts set forth the board tenure and age mix of our director nominees:

Board Tenure

Director Age

Average Board Tenure of Director Nominees: ≈ 5 Years

Average Age of Director Nominees: ≈ 62

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2025 Performance Highlights

Revenues increased 32% (1) in 2025 to a record $2.49 billion, from $1.88 billion (1) in 2024

Year-end backlog of $3.01 billion with a gross margin of 17.8%

Net income increased to a record $290.2 million in 2025, from $257.5 million in 2024

(1) For comparison purposes, the twelve months ended December 31, 2024 excludes $235.9 million of revenue due to the deconsolidation of Road and Highway Builders, LLC (“RHB”).

The financial improvements reflect continued progress in delivering our multi-year strategy to solidify the base, grow high margin products and expand into adjacent markets. Our strategic element to solidify the base of our transportation solutions business focuses on cost reductions, remaining disciplined at the bid table, monitoring pricing at the time of bid, and executing the projects to expectations. The strategic element to grow high margin products is reflected in the increasing percentage of backlog of non-heavy highway projects. Finally, we believe continuing expansion of the e-infrastructure business, as well as other acquisition opportunities, will lead to further penetration into adjacent markets.

Corporate Social Responsibility Highlights

We are committed to operating in a sustainable manner and being a responsible corporate citizen for the benefit of our employees, our customers, our investors, the environment and the communities in which we live and work. We strive to grow our business in a sustainable and environmentally responsible manner and continue to evolve our communications detailing our actions. In 2023, we joined the United Nations (“UN”) Global Compact initiative, a voluntary leadership platform for the development, implementation and disclosure of responsible business practices. Sterling supports the UN’s Sustainable Goals and the UN Global Compact principles on human rights, labor, environment, and anti-corruption. In line with our commitment to these principles, we are committed to taking responsible business action to safeguard our future. Our culture encourages entrepreneurial ingenuity aimed at developing and testing new sustainable solutions and service offerings for our industry. Every day, we work to protect our people, our customers, our investors, our communities and the environment, “The Sterling Way.” To learn more about our environmental, social and governance programs, please see our Environmental, Social and Governance (“ESG”) discussion posted within “The Sterling Way” section of our website at www.strlco.com. The information contained on our website is not a part of this proxy statement and is not deemed incorporated by reference into this proxy statement or any other public filing made with the Securities and Exchange Commission (“SEC”).

Sterling Infrastructure | 2026 Proxy Statement | 3 |

Executive Compensation Highlights

During the last few years, we have made several key enhancements to our executive compensation programs:

Majority of CEO equity awards are performance-based

Double-Trigger vesting of equity awards in a change-of-control

Performance-based equity earned is based upon absolute and relative performance

We are committed to developing and maintaining executive compensation practices that enhance the performance of the Company and long-term value for its shareholders.

Compensation Program Best Practices

ü Executive Compensation Program: majority of NEO compensation is performance-based, at risk compensation.

ü No Tax Gross-Ups: we do not provide any tax gross ups to our executive officers.

ü Rigorous and Transparent Incentive Plans: payouts under our short and long-term incentive programs are tied to the achievement of specific quantitative performance metrics.

ü Anti-Hedging Policy: we prohibit our executive officers from entering into hedging arrangements with respect to our securities.

ü Stock Ownership Guidelines: applicable to executive officers.

ü Clawback Policy: adopted in October 2023 for incentive-based compensation awards to our NEOs.

ü Anti-Pledging Policy: we prohibit our executive officers from pledging our securities.

ü No Guaranteed Bonuses: we do not guarantee bonus payments to our executive officers.

ü Majority of NEO Equity Performance-Based: performance-based equity accounts for 60% of annual LTI value.

ü Long-Term Incentives Based on Absolute and Relative Performance: performance-based equity earned based upon EPS versus a cumulative 3 year goal and total shareholder return compared to peers.

ü “Double Trigger” Vesting: effective for 2024 awards, award agreements include a “double trigger” provision where executives are only eligible for change of control benefits upon a qualifying termination.

ü Independent Compensation Consultant: our compensation committee retains an independent consultant to provide advice on executive compensation.


Corporate Governance

Board Governance Guidelines; Code of Business Conduct; Insider Trading Policy; Equity Award Timing

We are committed to strong and effective governance practices that are intended to promote and protect the interests of our shareholders. Our board governance guidelines, along with the charters of the standing committees of our board, provide the framework for the governance of the Company and reflect the board’s commitment to monitor the effectiveness of policy and decision making at both the board and management levels. Our board governance guidelines and our code of business conduct are available at www.strlco.com under Investor Relations–Corporate Governance-Board Governance and -Code of Conduct, respectively. Both are available in print to any shareholder who requests a copy. Amendments to or waivers of our code of business conduct granted to any of our directors or executive officers will be published promptly on our website. Such information will remain on our website for at least 12 months.

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, we have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees, and contractors, as well as by the Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and

| 4 | Sterling Infrastructure | 2026 Proxy Statement

regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2025.

We do not grant stock options or similar awards as part of the Company’s equity compensation program. During the period covered by this report, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Board Composition and Leadership Structure

Our board of directors has the primary responsibility of oversight of the management of our business and affairs. Our current board of directors consists of eight members, seven of whom have been determined by our board to be independent. Mr. Cutillo, our chief executive officer, is our only non-independent director. Our board of directors recognizes the importance of having a strong independent board leadership structure to ensure accountability and to provide effective oversight of management.

Roger A. Cregg serves as the chair of our board of directors with responsibilities that include: (1) presiding over board meetings and executive sessions of the independent directors; (2) presiding over the annual meeting of shareholders; (3) serving as a liaison between the independent directors and senior management; (4) approving the agendas for board meetings; and (5) calling full board meetings and executive sessions of the independent directors. The separation of the roles of chair and chief executive officer are consistent with our board governance guidelines, and continues to be the appropriate leadership structure for the Company at this time. This structure provides an effective balance between strong company leadership and appropriate safeguards and oversight by independent directors.

Board and Committee Independence; Financial Experts

On the basis of information solicited from each director, and upon the advice and recommendation of the governance/nominating committee, our board of directors annually determines the independence of each of our then-current directors in connection with the nomination process. Further, in connection with the appointment of any new director to the board during the year, our board of directors makes a similar independence determination. In making these determinations, our board, with assistance from the Company’s general counsel, evaluated responses to a questionnaire completed annually by each director regarding relationships and possible conflicts of interest between each director, the Company and management. In its review of director independence, our board and general counsel considered all commercial, industrial, banking, consulting, legal, accounting, charitable, and social, friendship, or familial relationships any director may have with the Company or management.

Our board of directors has determined that each of our director nominees (other than Mr. Cutillo) has no material relationship with the Company and is independent in accordance with the applicable NASDAQ listing standards and SEC rules, as currently in effect. Our board of directors has also determined that each of the members of the audit committee and the compensation and talent development committee (“compensation committee”) satisfies the additional director qualifications for each committee set forth in the applicable NASDAQ listing standards and SEC rules. In addition, our board of directors has determined that Mr. Schulz and Ms. Dill each qualify as an “audit committee financial expert,” as such term is defined by the rules of the SEC.

Director Nominees Experience and Skills Matrix

The following table notes the breadth and variety of experience and skills that each of our director nominees brings to the Company and which enable the board to provide insightful leadership to the Company to advance its strategies:

Sterling Infrastructure | 2026 Proxy Statement | 5 |


Director Nominees Experience and Skills Matrix
Public Company C-Suite Experience	Service as CEO or a direct report to the CEO of a public company or directors will have participated in or have specific experience with corporate strategy, capital markets, human resources and functional or business leadership.	8 of 8 director nominees
Construction & Infrastructure Industry Experience	Service as an operating executive or director at a company engaged in performing engineering and/or construction services or that routinely executes large scale capital projects. Directors meeting this criteria will be versed in all aspects of capital project management.	7 of 8 director nominees
Financial, Accounting and Financial Reporting Experience	Service within the past five years as a CEO or senior financial or legal executive of a publicly-listed company, a partner with leadership responsibility at a major public accounting or investment banking firm serving publicly-listed companies, or as a member of the audit committee of a publicly-listed company.	8 of 8 director nominees
Other Public Company Board Experience	Directors who serve or have served on the board of another public company providing knowledge of C-suite matters, including succession planning, talent development and executive compensation matters.	7 of 8 director nominees
Environmental and Social - Climate	Experience as a director or executive in corporate sustainability and creating or managing the environmental or social programs, goals or policies (E&S) relating to climate. Directors meeting this criteria will be versed in sustainability and E&S aspects from an operational or shareholder perspective.	4 of 8 director nominees
Enterprise Risk Management - Information Technology & Cybersecurity	Experience overseeing enterprise-wide risk as a public company executive or board member. Qualifications will include an understanding of the risks facing the Company, specifically cybersecurity, information technology, legal, regulatory, and crisis management.	6 of 8 director nominees
Corporate Governance, Ethics, Corporate Strategy, & Business Development	Experience as a director or executive in corporate governance, ethics, corporate strategy and business development. Directors meeting this criteria will be versed in ethics, creating or managing business development aspects and governance from a shareholder perspective.	8 of 8 director nominees

Board Diversity, Tenure and Refreshment

We believe the Company’s director recruitment and nomination process demonstrates our continued focus on a diversity of skills, experience and tenure on our board, which further promotes and supports the Company’s long-term strategic goals.

Board Diversity

The addition of seven new independent directors since 2019 has increased the experience and skills diversity of our board. During the recruitment and evaluation of the suitability of current directors and potential director nominees, the governance/nominating committee considers the experience and skills diversity of directors and nominees as one consideration among many. To achieve diversity among directors, the governance/nominating committee considers a number of demographics to continue developing a board that reflects diverse backgrounds, viewpoints, experience, skills and expertise.

Board Tenure and Refreshment

The average tenure of our director nominees is approximately five years, and the average age is approximately 62 years. As part of its board recruitment process, the board will continue to seek to appoint new directors who complement the skills and expertise of the board. In connection with our commitment to strong governance practices that we believe deliver value to our shareholders, the governance/nominating committee, with the assistance of a third-party consultant, conducted an extensive and careful search to identify board candidates with highly additive skills and relevant experience to guide the Company’s ongoing transformation and maximize board effectiveness. As a result of the search, the board appointed B. Andrew Rose and David S. Schulz to serve as directors effective July 10, 2025. Messrs. Rose and Schulz are independent directors who add more public company, construction and C-suite experience to the board.

Board Succession Planning

A key responsibility of the board is ensuring that an effective process is in place to provide continuity of leadership at all levels of the Company. The board, in conjunction with the governance/nominating committee, regularly focuses on succession planning as part of its refreshment process. In addition, the governance/nominating committee will continue to

| 6 | Sterling Infrastructure | 2026 Proxy Statement

engage in regular dialogue relating to succession planning, including upcoming vacancies and potential candidates in keeping with its governance responsibilities.

Board and Committee Meeting Attendance

Our board of directors held a total of seven meetings during 2025. Each director participated in at least 95% of the total number of meetings of our board and each committee on which such director served during 2025.

We expect our directors to attend the annual meetings of our shareholders. Our practice is to schedule a regular meeting of the board of directors on the same day as the annual meeting of shareholders. All of our directors attended our 2025 annual meeting of shareholders in person and were available to answer questions.

Board Committees

To provide for effective direction and management of our business, our board has established three standing committees: an audit committee, a compensation and talent development committee (referred to as the “compensation committee” in most instances herein) and a corporate governance and nominating committee (referred to as the “governance/nominating committee” in most instances herein). Each of the audit, compensation and governance/nominating committees is composed entirely of independent directors. Each committee operates under a written charter adopted by our board. All of the committee charters are available on our website at www.strlco.com under Investor Relations and are available in print upon request. The following table identifies the current committee members.

Name of Director(1)

Audit

Committee

Compensation

and Talent

Development

Committee

Corporate
Governance and
Nominating
Committee

William T. Bosway

Roger A. Cregg(1)

Julie A. Dill

Dana C. O’Brien

Chair

B. Andrew Rose(2)

David S. Schulz(3)

Chair

Dwayne A. Wilson

Chair

(1)As a non-independent director, Mr. Cutillo does not serve as a member of any committee of the board, all of which are composed entirely of independent directors. In addition, our board Chairman, Mr. Cregg, does not sit on any committee of the board.

(2)Mr. Rose was added to the Compensation and Talent Development and the Corporate Governance and Nominating Committees effective July 10, 2025.

(3)Mr. Schulz was added to the Audit and the Compensation and Talent Development Committees effective July 10, 2025 and became Chair of the Audit Committee effective January 1, 2026.

Audit Committee

The audit committee assists the board in fulfilling its oversight responsibilities related to (1) the integrity of the Company’s financial statements; (2) compliance with legal and regulatory requirements; (3) the qualifications, independence and performance of the Company’s independent registered public accounting firm; (4) the design and implementation of the Company’s internal audit functions and the performance of such internal audit functions; and (5) the review and approval or ratification of any transaction that would require disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Please refer to the “Audit Committee Report” included in this proxy statement for more information. The audit committee held seven meetings in 2025.

Compensation and Talent Development Committee

The compensation committee assists the board in fulfilling its oversight responsibilities by (1) discharging the board’s responsibilities relating to the compensation of our executive officers; (2) overseeing the form and amount of director compensation; (3) overseeing the administration of our cash-based and equity-based incentive compensation plans; and (4) developing and overseeing the plan regarding the succession of key management, other than the CEO. Please refer to “Compensation and Talent Development Committee Procedures” included below in this proxy statement for more information. The compensation committee held five meetings in 2025.

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Corporate Governance and Nominating Committee

The governance/nominating committee assists the board in fulfilling its oversight responsibilities by (1) identifying, considering and recommending to the board qualified candidates for directorship; (2) monitoring the composition of the board and its committees and making recommendations to the board on the membership of the committees; (3) maintaining our board governance guidelines and recommending to the board any desirable changes; (4) leading the board in its annual review of the board’s performance; and (5) addressing any related matters required by the federal securities laws or NASDAQ. The governance/nominating committee held three meetings and acted by written consent twice in 2025.

Compensation and Talent Development Committee Procedures and Roles

The compensation committee, comprised of independent members of the board, has the authority to set annual compensation amounts and annual incentive plan criteria for our executive officers, evaluate the performance of our executive officers, and make awards to our executive officers under our incentive plans and programs. The compensation committee also reviews director compensation, and when appropriate, recommends to the board any proposed plan or arrangement, including employment agreements, providing for incentive, severance, retirement, change-in-control or other compensation to our executive officers. The compensation committee oversees our assessment of whether our executive officer and director compensation policies and practices are likely to expose the Company to material risks. Details of the committee’s authority and responsibilities are specified in the committee’s charter, which may be accessed on our website at https://www.strlco.com/investor-relations/corporate-governance/compensation-and-talent-development-committee/.

In exercising its authority and carrying out its responsibilities, the compensation committee meets to discuss the structure of executive and director compensation, proposed employment agreements, severance arrangements, salaries, cash and equity incentive awards, and the achievement and the setting of financial and individual performance goals on which executive incentive compensation is based, using information circulated in advance of the meeting by, or on behalf of, the chair of the compensation committee. The compensation committee may delegate any of its responsibilities to one or more members of the committee, except to the extent such delegation is prohibited by law, rules and regulations of the SEC or the listing standards of NASDAQ. Our chief executive officer makes recommendations to the committee regarding the base salary and incentive compensation awards for our other executive officers, based on his qualitative judgment regarding multiple factors including individual performance, experience and time in the role. When the compensation committee discusses an executive officer's compensation, including the chief executive officer, he or she is not permitted to be present.

The compensation committee engaged Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant in 2025 to advise the compensation committee on matters related to director and executive compensation. The committee works very closely with its independent compensation consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year consistent with our business goals and pay philosophy. We believe that this input and advice produces more informed decision-making and assures that an objective perspective is considered in this important governance process. For 2025, the committee assessed the independence of Meridian and concluded that the services performed did not raise any conflicts of interest. Please refer to the sections titled “Director Compensation” and “Executive Officer Compensation—Compensation Discussion and Analysis” for more information related to the independent compensation consultant.

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, and the addition of directors with prior public company board experience.

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Board’s Role in Oversight of Risk Management

Our board of directors as a whole is responsible for risk oversight, with reviews of certain areas being conducted by the relevant board committees that report to the full board. In its risk oversight role, our board focuses on understanding the nature of our enterprise risks, including our operations and strategic direction, as well as the adequacy of our risk management process and overall risk management system. The board evaluates risks over the short-term and over the long-term. Risk evaluation over the short-term includes the assessment of multiple inputs, including (i) receiving management updates on our business operations, financial results and strategy and discussing risks related to the business at each regular board meeting, (ii) receiving regular reports on all significant committee activities at each regular board meeting and (iii) evaluating the risks inherent in significant transactions, as applicable. In connection with risk evaluation over the long-term, the board also seeks out the input of subject matter experts and consultants. Accordingly, a formal, enterprise risk assessment, which includes numerous members of Company management, is performed annually as part of our strategic plan process. Throughout the year, the board of directors received briefings and assessments of the Company’s risks, including, among other items, key risks related to:


•Contract structure & litigation management •Project construction, third party performance and claims management •Health, safety and environment (“HSE”) compliance •Environmental responsibility and sustainability, including ESG compliance and climate-related impacts •Internal controls and financial reporting including liquidity & cash management			•Information technology (“IT”), data governance, cybersecurity and overall data security •Macro-economic factors and supply chain management •Management of 50% owned entities, construction joint venture (“JV”) partners and new acquirees •Organizational alignment, strategy and growth •Project selection, forecasting and bid management •Talent acquisition & development and retention & succession planning

Our board believes that full and open communication between executive management and our board is essential to effective risk oversight. Our chair of the board meets regularly with executive management to discuss a variety of matters including business strategies, opportunities, key challenges and risks facing the Company, as well as enterprise risk assessment and risk mitigation strategies. Executive management attends all regularly scheduled board meetings where they make presentations to our board on various strategic matters involving our operations and are available to address any questions or concerns raised by our board on risk management or any other matters. Our board of directors oversees the strategic direction of the Company, and in doing so considers the potential rewards and risks of the Company’s business opportunities and challenges, and monitors the development and management of risks that impact our strategic goals. The board’s involvement in the strategic planning process is a critical part of the assessment of the risks that impact our strategic goals and the management of those risks as they develop. The board holds annual strategic and succession planning sessions to discuss, among other things, the progression of the Company’s strategy as it relates to each operating segment, market presentations specific to each segment, and the utilization and development of talent and management succession.

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The standing committees of the board of directors support the board in fulfilling its oversight responsibilities, including oversight of risk management. The chart below provides an overview of the areas overseen by each committee.

The audit committee assists our board in fulfilling its oversight responsibilities with respect to certain areas of risk. The audit committee is responsible for reviewing and discussing with management and our independent registered public accounting firm any guidelines and policies relating to risk assessment and risk management, and the measures management has taken to monitor, control and minimize the Company’s major financial risk exposures. The audit committee also discusses with our independent registered public accounting firm the results of their processes to assess risk in the context of its audit engagement. Our independent registered public accounting firm meets regularly in executive session with the audit committee. The audit committee regularly reports on these matters to the full board. The audit committee also assists our board in fulfilling its oversight responsibilities by monitoring the effectiveness of the Company’s internal control over financial reporting, reviewing and approving related party transactions, overseeing IT governance and data security, evaluating the company’s macro-economic factors and reviewing the Company’s legal and regulatory compliance, including contract structure and litigation management. Finally, in furtherance of its risk oversight responsibility, the audit committee provides complaint reporting procedures for the confidential, anonymous submissions by employees and others of concerns regarding questionable accounting, auditing and any other matters. These submissions are collected by an independent organization specializing in those services, and are conveyed to the chair of the audit committee and our general counsel and chief compliance officer.

The compensation committee assists our board in fulfilling its oversight responsibilities with respect to the Company’s assessment of whether its compensation policies and practices are likely to expose the Company to material risks, including incentive compensation of executives. In addition, in consultation with management, the compensation committee is responsible for overseeing the Company’s compliance with regulations governing executive compensation. The compensation committee also oversees the Company’s talent acquisition, development and retention as well as the succession plan for key senior management positions, other than the CEO, which we consider a critical asset of the Company.

Our board of directors has direct oversight responsibilities with respect to the management of risks, including HSE compliance, ESG compliance, climate change related factors, management and integration of 50% owned entities, construction JV partners and new acquirees. The governance/nominating committee addresses the board and committee leadership structure, including committee appointments, size of board and nomination of board members, and corporate governance matters by identifying and recommending for nomination well-qualified independent directors, periodically reviewing of our board governance guidelines, and conducting annual board self-evaluations and individual director evaluations (through the chair of the committee). As needed, the governance/nominating committee also assists with succession planning for the chair of the board. In addition, the governance/nominating committee reviews and discusses with management and the board the CEO succession plan. The governance/nominating committee, in consultation with

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management and the board periodically reviews and updates its CEO succession plan. Furthermore, the committee is responsible for developing and maintaining procedures to address emergency CEO succession planning in extraordinary circumstances, which mitigates the disruption and loss of continuity to our business and operations during a transition period.

Stock Ownership Guidelines

The board of directors believes that it is in the best interests of the Company and its shareholders that directors and executive officers have a meaningful proprietary stake in the Company so that their interests are aligned with the interests of shareholders. Accordingly, the board has adopted stock ownership guidelines applicable to our non-employee directors and our executive officers. The stock ownership guidelines are administered by the governance/nominating committee.

Under our stock ownership guidelines, each non-employee director is expected to acquire and maintain ownership of our common stock valued at five times his or her annual cash retainer, which is currently $100,000. The value of the shares is based on the greater of the then current market price or the grant date fair value. Shares of our common stock owned individually or jointly, shares held by members of the director’s immediate family or by a trust for the director or his or her immediate family, as well as shares subject to unvested restricted stock and restricted stock units are counted for purposes of the stock ownership guidelines. Under the stock ownership guidelines, our directors have five years from the date of appointment or election to comply with the stock ownership guidelines. As of March 10, 2026, all of our current non-employee directors, other than Messrs. Bosway, Rose and Schulz, have exceeded their target ownership levels. Messrs. Bosway, Rose and Schulz are currently in compliance with their ownership guidelines. Mr. Bosway has until March 2029 and Messrs. Rose and Schulz have until July 2030 to reach their target ownership level.

For information regarding the stock ownership guidelines applicable to our executive officers, and the compliance therewith, see “Compensation Discussion and Analysis—Executive Stock Ownership Guidelines.”

Consideration of Director Nominees and Shareholder Nomination Procedures

In evaluating nominees for membership on our board of directors, the governance/nominating committee has not specified any minimum qualifications for serving on the board, but seeks to achieve a board that is composed of individuals who have experience that is relevant to the needs of the Company, who have a high level of professional and personal integrity, who have the ability and willingness to work cooperatively with other members of our board and with senior management, and who contribute to the cognitive diversity of the board taking into account many factors, including business experience, public sector experience, professional training, public and private offices held, and age, among other considerations. Experience in the construction industry and in one or more of engineering, transportation, finance and accounting, corporate governance, senior management, and public sector are considered particularly valuable. An independent director candidate is expected to be committed to enhancing shareholder value, and to have sufficient time to carry out the duties of a director, both on the full board and on one or more of its standing committees. In selecting nominees, the governance/nominating committee will seek to have a board of directors that represents a diverse range of perspectives and experience relevant to the Company. The governance/nominating committee will also evaluate each individual in the context of our board as a whole, with the objective of recommending nominees who can best perpetuate the success of the business, be an effective director in conjunction with the full board, and represent shareholder interests through the exercise of sound judgment using his or her diversity of experience in these various areas. In determining whether to recommend a director for re-election, the governance/nominating committee will also consider the director’s age, tenure, past attendance at meetings and participation in and contributions to the activities of our board.

The governance/nominating committee will regularly assess whether the size of our board is appropriate, and whether any vacancies on our board are expected due to retirement or otherwise. In addition, the governance/nominating committee periodically assesses the experience, qualifications, attributes and skills of the independent directors to determine if there are gaps that the board should seek to fill. In the event that vacancies are anticipated, or otherwise arise, the governance/nominating committee will consider various potential candidates who may come to the governance/nominating committee’s attention through professional search firms, shareholders or other persons. Alternatively, the governance/nominating committee may recommend a reduction in the size of the board. Each candidate brought to the attention of the governance/nominating committee, regardless of who recommended such candidate, will be considered on the basis of the criteria set forth above.

In connection with our commitment to strong governance practices that we believe deliver value to our shareholders, the governance/nominating committee hired a third-party consultant in May 2024 to assist in an additional evaluation of the experience, qualifications, attributes and skills of the members of the board. Such third-party consultant also assisted the governance/nominating committee with an extensive and careful search to identify board candidates with

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highly additive skills and relevant experience to guide the Company’s ongoing transformation and maximize board effectiveness. As a result of the search, the board appointed B. Andrew Rose and David S. Schulz to serve as directors effective July 10, 2025. Messrs. Rose and Schulz are independent directors who add more public company, construction and C-suite experience to the board.

In accordance with its charter, the governance/nominating committee will consider candidates proposed for nomination by our shareholders, in accordance with our board governance guidelines. Shareholders may propose candidates for consideration by the governance/nominating committee by submitting the names and supporting information to: ℅ Corporate Secretary, Sterling Infrastructure, Inc., 1800 Hughes Landing Blvd. — Suite 250, The Woodlands, Texas 77380. No shareholder nominations were received for the 2026 annual meeting.

In addition, our bylaws permit shareholders to nominate candidates for consideration at next year’s annual shareholder meeting. Any nomination must be in writing and received by our corporate secretary at our headquarters no later than February 6, 2027 and no earlier than January 7, 2027. If the date of next year’s annual meeting is moved to a date more than 30 days before or 90 days after the anniversary of this year’s annual meeting, the nomination must be received no earlier than the 120th day prior to the date of the 2027 annual meeting and no later than the later of the 90th day prior to the date of the 2027 annual meeting or the 10th day following the public announcement of the date of the 2027 annual meeting. Any shareholder submitting a nomination under our bylaws must comply with the requirements provided in the bylaws including providing: (a) all information relating to the nominee that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act (including such nominee’s written consent to being named in the proxy statement as a nominee and to serve as a director if elected); and (b) the name and address (as they appear on the Company’s books) of the nominating shareholder and the class and number of shares beneficially owned by such shareholder.

In addition to satisfying the foregoing requirements under our bylaws with respect to advance notice deadlines and informational requirements, shareholders who intend to solicit proxies in support of director nominees other than our nominees must comply with additional requirements prescribed by Rule 14a-19(b) under the Exchange Act to comply with the universal proxy rules. The requirements under the universal proxy rules are in addition to the applicable procedural requirements under our bylaws described above.

Shareholder Engagement

We believe that open and constructive communication with our shareholders is essential to the long-term success of the Company. We are committed to fostering strong, long-term relationships with our shareholders based on trust and transparency. Our management periodically engages with investors and key elements of our investor outreach include:

•Year-round Engagement: Throughout the year, we actively engage with our shareholders through various channels. These engagements include both in person and virtual meetings with institutional investors, participation in industry conferences, non-deal roadshows, and discussions with interested parties. We maintain an open dialogue with our shareholders to provide updates on the Company's performance, strategic initiatives, corporate governance matters, and sustainability initiatives. We issue press releases and other communications regularly through our website and various social channels to timely communicate company developments. Additionally, we consistently work to enhance the investor-focused educational materials about the Company which are available on our website. As we move forward, we remain committed to enhancing our shareholder engagement efforts. We will continue to actively seek feedback, provide opportunities for dialogue, and ensure that shareholders are well-informed about Company developments.

•Transparent Reporting: We are committed to providing clear and comprehensive reporting to shareholders. Our annual reports, proxy statements, and other disclosures are designed to provide a transparent view of our financial performance, governance practices, and strategic direction.

We are dedicated to maintaining an open and responsive dialogue with our shareholders. We believe that shareholder engagement contributes to our ongoing improvement and enhances the value we deliver to our investors.

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Communications with the Board

Shareholders or other interested parties may communicate directly with one or more members of our board, or the non-employee directors as a group, by writing to the director or directors at the following address: ℅ Corporate Secretary, Sterling Infrastructure, Inc., 1800 Hughes Landing Blvd. — Suite 250, The Woodlands, Texas 77380; or by e-mail to the corporate secretary at: Strlco@Lighthouse-Services.com. Each communication should specify the addressee as well as the general topic. The communication will be forwarded to the appropriate director or directors, unless it is frivolous. If the communication is voluminous, the corporate secretary will summarize it and furnish a summary to the appropriate director or directors.


Director Compensation

In setting director compensation, we consider the significant amount of time directors dedicate in fulfilling their duties as directors, as well as the skill-level required to be an effective member of our board. We also seek to align the directors’ compensation with our shareholders’ interest by delivering a substantial portion of that compensation in the form of equity-based compensation. The compensation committee reviews the form and amount of director compensation and makes recommendations to the full board. We use a combination of cash and equity-based incentive compensation to compensate our non-employee directors, as described below.

In May 2025, the compensation committee reviewed a competitive analysis of non-employee director compensation prepared by Meridian, the committee’s independent compensation consultant, and then evaluated our program considering the results of its analysis. Meridian reviewed the Company’s non-employee director compensation program relative to the non-employee director compensation programs of the Company’s compensation benchmarking peer group.

Meridian’s findings indicated that our annual cash to equity pay mix and our total average compensation per director aligned closely with our peer group median, but the compensation committee chair’s supplemental retainer was below the peer group median. Following the compensation committee’s review of the report and discussions with Meridian, the committee recommended, and the board approved, an increase to the compensation committee chair’s supplemental retainer from $15,000 to $17,000.

Cash Compensation

Each non-employee director receives an annual fee paid monthly consisting of, as applicable:

•$100,000 for serving on our board (including the chair of the board of directors);

•$25,000 for serving as chair of the audit committee (including if performed by the chair of the board of directors);

•$17,000 for serving as chair of the compensation committee (unless performed by the chair of the board of directors);

•$15,000 for serving as chair of the governance/nominating committee (unless performed by the chair of the board of directors); and

•$120,000 for serving as chair of the board of directors.

Also, each director receives reimbursement for reasonable out of pocket expenses incurred in attending board and committee meetings, as well as investor conferences and education programs attended at the request of the Company. We do not pay meeting fees to our directors.

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Equity-Based Compensation

Each non-employee director also receives equity-based compensation valued at $135,000 under our shareholder-approved stock incentive plan consisting of annual grants of restricted stock. Each year on the day of the annual meeting of shareholders, each non-employee director is awarded shares of restricted stock, with the number of shares granted determined by dividing $135,000 by the closing price of our common stock on the previous trading day. The restricted stock vests the trading day prior to the following year’s annual meeting of shareholders, with potential accelerated vesting in the event that the non-employee director dies, or becomes permanently disabled, or in the event there is a qualifying change of control of the Company. Unless otherwise determined by the board, the restricted stock is forfeited if prior to vesting, the director ceases to be a director for any other reason. In addition, new directors joining our board other than at an annual meeting receive a pro rata award of restricted stock.

2025 Director Compensation

The table below summarizes the total compensation paid to, earned by or awarded to our non-employee directors during 2025. The amount included in the “Stock Awards” column reflects the aggregate grant date fair value of the restricted stock, and does not necessarily reflect the income that will ultimately be realized by the director for these stock awards. Mr. Cutillo does not receive any compensation for his service on our board of directors. The compensation paid to Mr. Cutillo during 2025 is reflected in the “2025 Summary Compensation” table on page 33. Messrs. Rose and Schulz joined the board effective July 10, 2025.


Name of Director	Fees Earned or Paid in Cash		Stock Awards(1)		Total
William T. Bosway	$	100,000	$	134,917	$	234,917
Roger A. Cregg	235,000		134,917		369,917
Julie A. Dill	100,000		134,917		234,917
Dana C. O’Brien	116,167		134,917		251,084
B. Andrew Rose	41,667		111,765		153,432
David S. Schulz	41,667		111,765		153,432
Dwayne A. Wilson	115,000		134,917		249,917

(1)Amounts reflect the aggregate grant date fair value of the restricted stock, which is valued on the date prior to grant at the closing sale price per share of our common stock in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 718 (“ASC 718”), disregarding the effect of forfeitures. On May 8, 2025, each non-employee director (other than Messrs. Rose and Schulz) was granted 751 shares of restricted stock, with a grant date fair value of $179.65 per share. Messrs. Rose and Schulz joined our board effective July 10, 2025 and each received a prorated award of 473 shares of restricted stock with a grant date fair value of $236.29 per share. As of December 31, 2025, these were the only shares of restricted stock held by our non-employee directors. Assumptions used in the calculation of these amounts are included in “Note 14 Stock Incentive Plan” to our audited financial statements for the fiscal year ended December 31, 2025, included in our Annual Report on Form 10-K filed with the SEC on February 26, 2026.

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Proposal No. 1: Election of Directors

In accordance with our bylaws, our board of directors has fixed the size of the board at eight directors. In connection with our commitment to strong governance practices that we believe deliver value to our shareholders, the governance/nominating committee hired a third-party consultant to assist in an additional evaluation of the experience, qualifications, attributes and skills of the members of the board. Such third-party consultant also assisted the governance/nominating committee with an extensive and careful search to identify board candidates with highly additive skills and relevant experience to guide the Company’s ongoing transformation and maximize board effectiveness. As a result of the search, the board appointed B. Andrew Rose and David S. Schulz to serve as directors effective July 10, 2025. Messrs. Rose and Schulz are independent directors who add more public company and C-suite experience to the board.

Upon recommendation of our governance/nominating committee, our board of directors has nominated William T. Bosway, Roger A. Cregg, Joseph A. Cutillo, Julie A. Dill, Dana C. O’Brien, B. Andrew Rose, David S. Schulz and Dwayne A. Wilson to serve as our directors, each until the next annual meeting or the election of their successor. All of the nominees are current directors. Each nominee has consented to being named as a nominee in this proxy statement and to serve as a director if elected. The persons named as proxies intend to vote your shares of our common stock for the election of each of the director nominees, unless otherwise directed. If, contrary to our present expectations, any nominee is unable to serve, the proxy holders may vote for a substitute nominee. The board has no reason to believe that any of the nominees will be unable to serve.

Vote Required to Elect Director Nominees

Under our bylaws, in an uncontested election, our directors are elected by a majority of the votes cast, with the directors receiving more for than against votes being elected. In contested elections where the number of nominees exceeds the number of directors to be elected, directors are elected by a plurality vote, with the director nominees who receive the most votes being elected.

As a condition to nomination for election or re-election to the board in an uncontested election, each incumbent director or director nominee submits to the board in advance of the annual meeting an executed irrevocable letter of resignation that is deemed tendered if the director fails to receive the votes required for election or re-election. Such resignation shall only be effective upon acceptance by the board of directors, which effective time may be deferred until a new director is identified and appointed to the board.

If an incumbent director fails to achieve a majority of the votes cast in an uncontested election, the governance/nominating committee will make a recommendation to the board of directors on whether to accept or reject the resignation, or whether other action should be taken. The board of directors will act promptly on the governance/nominating committee's recommendation, considering all factors that the board of directors believes to be relevant, and will publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. For more information on the voting requirements, see “Questions and Answers about the Proxy Materials, Annual Meeting and Voting.”

Recommendation of the Board of Directors


ü			OUR BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR EACH OF THE EIGHT DIRECTOR NOMINEES LISTED BELOW.

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Information about Director Nominees

The table below provides certain information, as of March 10, 2026, regarding the director nominees. Each director nominee’s biography contains information regarding his or her business experience, director positions with other public companies held currently, or at any time during the last five years, and the experiences, qualifications, attributes and skills that led to the board’s conclusion that the person should be nominated to serve as a director of the Company. Unless otherwise noted, each person has been engaged in the principal occupation shown for the past five years.


William T. Bosway (Independent)		Age: 60	Director Since: 2024
	Mr. Bosway has served as Chief Executive Officer and Chairman of the Board of Gibraltar Industries, Inc. (NASDAQ) since January 2022 after serving as President and Chief Executive Officer and a Director since January 2019. Mr. Bosway previously served as President and Chief Executive Officer of the Refrigeration and Food Equipment Division of Dover Corporation (NYSE), a diversified global manufacturer, from June 2016 to December 2018. Prior to joining Dover Corporation, Mr. Bosway spent 26 years with Emerson Electric Co. (NYSE), a global manufacturer of industrial, commercial and consumer products, serving as Group Vice President, Solutions & Technology for Emerson Climate Technologies from May 2008 to June 2016.
CEO and Chairman of the Board	Experience, Qualifications, Attributes & Skills
of Gibraltar Industries, Inc. Board Committees: ü Audit ü Governance/Nominating Other Public Company Directorships: •Gibraltar Industries, Inc. (2019–Present)	Mr. Bosway has public board qualifications and broad executive experience serving as Chief Executive Officer and Chairman of the Board of a publicly held company. Mr. Bosway’s public company executive management experience provides the board with demonstrated leadership capability and extensive knowledge of operational issues. His experience provides valuable insight to the board. Mr. Bosway’s qualifications to serve as a board member include significant experiences driving organic and acquisition growth, the depth of his experience in a variety of markets, and as a leader in manufacturing operations.

Roger A. Cregg (Independent)		Age: 69	Director Since: 2019
	Mr. Cregg has served as a board member of Westlake Corporation (NYSE) and as a board member of Canadian based Minto Group since 2024. Mr. Cregg previously served as President and Chief Executive Officer and director of AV Homes, Inc. (NASDAQ) from 2012 until its sale to Taylor Morrison Homes in 2018. Mr. Cregg previously served as a senior executive and Chief Financial Officer to The Servicemaster Company (2011 to 2012), PulteGroup, Inc. (NYSE) (1998 to 2011), the Zenith Electronics Corporation (NYSE) (1996 to 1998) and Sweetheart Cup Company, Inc. (1990 to 1996). Mr. Cregg previously served on the board of directors of Comerica Incorporated (NYSE) (2006 to 2026), where he was Chair of the Audit Committee and Chair of the Qualified Legal Compliance Committee, served on the Advisory Boards of Camden Homes, LLC (2020 to 2023) and Davidson Homes (2019 to 2021) and he also served on the board of directors of the Federal Reserve Bank of Chicago, Detroit Branch (2004 to 2009), including the role of board Chair in 2006. Mr. Cregg was elected chair of the Company’s Board in January 2025.
Chair of the Board of Sterling	Experience, Qualifications, Attributes & Skills
Infrastructure, Inc.; Former CEO and President of AV Homes, Inc.; Director of Westlake Corporation Board Committees: N/A Other Public Company Directorships: •Westlake Corporation (2024–Present)	Mr. Cregg is an accomplished and operationally oriented executive who has had a broad range of responsibilities, including having served as a Chief Executive Officer and Chief Financial Officer of public and private companies, along with having served on numerous boards of directors. Mr. Cregg’s public and private company executive management leadership experience provides the board with demonstrated leadership capability and extensive knowledge of complex financial and operational issues. His broad financial, management and public company experience provides valuable insight to the board.


Joseph A. Cutillo (Chief Executive Officer)		Age: 60	Director Since: 2017
	Mr. Cutillo has served as the Chief Executive Officer of the Company since 2017. He joined the Company in October 2015 as Vice President, Strategy & Business Development. In May 2016, he was promoted to Executive Vice President and Chief Business Development Officer. In February 2017, he was promoted to President of the Company and in April 2017 he was promoted to Chief Executive Officer. Mr. Cutillo has served on the board of NPK International, Inc. (NYSE) since 2025 where he is a member of the Audit, Compensation and Environmental, Social and Governance Committees. Prior to joining the Company, Mr. Cutillo was President and Chief Executive Officer of Inland Pipe Rehabilitation LLC, a private equity-backed trenchless pipe rehabilitation company, from August 2008 to October 2015. Mr. Cutillo currently serves as Chairman at Large of the American Road and Transportation Builders Association and as a member of the Northeastern University Civil and Environmental Engineering Industry Advisory Board. In December 2024, Mr. Cutillo was appointed to the Working Group on Covered Resources for the Federal Highway Administration.
Chief Executive Officer of	Experience, Qualifications, Attributes & Skills
Sterling Infrastructure, Inc. Board Committees: N/A Other Public Company Directorships: •NPK International, Inc. (2025–Present)	Mr. Cutillo brings to the board his over 30 years of managerial experience and a deep understanding of emerging opportunities in heavy civil construction, industrial, and water infrastructure markets. In addition, Mr. Cutillo’s knowledge and understanding of the Company’s operational strategy and organizational structure, together with his operational and leadership experience at various levels of management contribute to the breadth and depth of the board’s deliberations.


Julie A. Dill (Independent)		Age: 66	Director Since: 2021
	Ms. Dill is Director Certified by the National Association of Corporate Directors and currently serves on the board of the NACD Tri-Cities Chapter. She is a board member of Rayonier Advanced Materials (RYAM) (NYSE) since 2018 where she is Chair of the Compensation Committee and a member of the Nomination and Corporate Governance Committee, as well as a board member of Centuri Holdings (NYSE) since 2024 where she is Chair of the Audit Committee as well as a member of the Nominating and Corporate Governance Committee. From 2007 until its merger with Enbridge in 2017, Ms. Dill served in multiple executive positions at Spectra Energy Corporation (NYSE) including serving as the President of Union Gas (2007-2011), as the President and CEO of Spectra Energy Partners (NYSE) from 2012-2013 and as its Chief Communications Officer (2013-2017), which included responsibilities for investor relations, internal and external communications, community relations and sustainability. Previously, Ms. Dill held various positions with Duke Energy and Shell Oil Company, including serving as the President of Duke Energy’s Asia Pacific Operations in 2001-2004. Ms. Dill has served on the then publicly held boards of Inter Pipeline Limited (TSX) from 2018-2021 and QEP Resources (NYSE) from 2018-2021 in a variety of committee roles, including chairing the audit and EH&S committees. Since 2019, Ms. Dill has served on the board of Southern Star Central Gas Pipeline, a privately held company, and has been the Chair since 2021. Ms. Dill is on the advisory council at New Mexico State University and has received a CERT Certificate in Cybersecurity Oversight from the Carnegie Mellon University Software Engineering Institute.
Former CEO, Spectra Energy	Experience, Qualifications, Attributes & Skills
Partners; Director of Rayonier Advanced Materials (RYAM) Board Committees: ü Audit ü Compensation Other Public Company Directorships: •RYAM (2018–Present) •Centuri Holdings (2024–Present)	Ms. Dill has over 40 years of experience in large public companies and nearly a decade of board experience with both public and private companies. During her tenure as President and Chief Executive Officer of Spectra Energy Partners and in her other executive positions, she acquired leadership, financial, and corporate governance skills that enable her to bring to the Company valuable strategic insights into board matters generally. Ms. Dill’s committee experiences with several publicly traded companies and extensive knowledge of complex financial and operational issues are integral to her role on the board, especially the audit committee and as an audit committee financial expert.


Dana C. O’Brien (Independent)		Age: 58	Director Since: 2019
	Ms. O’Brien has served as a board member of AdvanSix, Inc. (NYSE) since 2025 after serving as Senior Vice President, General Counsel and Secretary of Olin Corporation (NYSE), a chemical manufacturer, from 2021 to 2025. Ms. O’Brien previously served as Senior Vice President and General Counsel of The Brinks Company (NYSE), a cash management and payment solutions company, from 2019 to 2021, and as Senior Vice President and General Counsel of CenterPoint Energy (NYSE), a natural gas and electric distribution company, from 2014 to 2019.
Former Senior Vice President,	Experience, Qualifications, Attributes & Skills
General Counsel and Secretary of Olin Corporation Board Committees: ü Compensation (Chair) ü Governance/Nominating Other Public Company Directorships: •AdvanSix (2025–Present)	Ms. O’Brien has over 20 years of experience in numerous executive level roles and brings to the board her background as a lawyer, with experience in corporate governance and regulatory compliance, having served as general counsel of multiple public companies. Ms. O’Brien has gained extensive leadership and managerial experience and regulatory compliance experience as an executive and general counsel in the energy and construction industries. Her legal background in the construction industry brings value to the board in fulfilling its role of risk oversight, among other areas.


B. Andrew Rose (Independent)		Age: 55	Director Since: 2025
	Mr. Rose has served as a board member of Trex Company, Inc. (NYSE) since 2025, Grief, Inc. (NYSE) since 2024, Tri-W Group, Inc., a private investment company since 2024, and OhioHealth, a not-for-profit health care system, since 2021. From December 2023 until his retirement in October 2024, Mr. Rose served as President and CEO of Worthington Enterprises, Inc., a designer and manufacturer of building and consumer products. From September 2020 to December 2023, Mr. Rose served as President and CEO of Worthington Industries, Inc., the predecessor to Worthington Enterprises and Worthington Steel, Inc., a steel processing business, after serving in various leadership roles, including Chief Financial Officer from December 2008 to September 2018. Previously, Mr. Rose served as a principal at MCG Capital and a founder and partner at Peachtree Equity Partners.
Former President and CEO of	Experience, Qualifications, Attributes & Skills
Worthington Enterprises, Inc.; Director of Grief, Inc. Board Committees: ü Compensation ü Governance/Nominating Other Public Company Directorships: •Trex Company, Inc. (2025–Present) •Grief, Inc. (2024–Present)	Mr. Rose brings to the board significant leadership, experience and judgment as a recent chief executive officer of a publicly traded manufacturing company and his many years in leadership and other finance roles, both in the manufacturing and private equity sectors. Mr. Rose has valuable and extensive experience and knowledge in areas of finance, operations, strategic planning, risk management, mergers and acquisitions, and as board member of public and non-profit entities.


David S. Schulz (Independent)		Age: 60	Director Since: 2025
	Mr. Schulz is the Executive Vice President and Special Advisor to the CEO of Wesco International, Inc. (NYSE) since February 2026 after serving as the company’s Chief Financial Officer since 2016. Wesco provides distribution, logistical services, and supply chain solutions to the electrical, data communications and utility industries. Mr. Schulz plans to retire from Wesco effective May 31, 2026. Prior to joining Wesco, Mr. Schulz served as the Senior Vice President and Chief Operating Officer of Armstrong Flooring, Inc. from April 2016 to October 2016. Previously, he was the Senior Vice President and Chief Financial Officer of Armstrong World Industries, Inc. from November 2013 to March 2016 and Vice President, Finance from June 2011 to November 2013. Before joining Armstrong, Mr. Schulz held various financial leadership roles with Procter & Gamble and The J.M. Smucker Company after serving as an officer in the United States Marine Corps.
Executive Vice President of	Experience, Qualifications, Attributes & Skills
Wesco International, Inc. Board Committees: ü Compensation ü Audit (Chair) Other Public Company Directorships: •N/A	Mr. Schulz has over 25 years of experience in numerous executive level roles and brings to the board his strong financial background serving as chief financial officer of multiple public companies. Mr. Schulz has gained extensive leadership and managerial experience in the electrical, data communications and utility industries. His background in the electrical industry brings value to the board in fulfilling its role of risk oversight, among other areas. His experience provides valuable insight to the board, particularly as an audit committee financial expert.


Dwayne A. Wilson (Independent)		Age: 67	Director Since: 2020
	Mr. Wilson was Senior Vice President of Fluor Corporation (NYSE), an American multinational engineering and construction firm, from 2014 to 2016. From 2011 until 2014, Mr. Wilson served as President & CEO of Savannah River Nuclear Solutions, a joint venture between Fluor, Honeywell and Newport News. From 1980 until 2011, Mr. Wilson served increasing roles of executive responsibility with Fluor, including President of its Industrial and Infrastructure business, President of its Mining & Minerals business, and President of its Commercial & Industrial business. Currently, Mr. Wilson sits on the public company boards of Crown Holdings, Inc. (NYSE), Ingredion, Inc. (NYSE), where he previously chaired the compensation committee, and DT Midstream, Inc (NYSE) where he is chair of the compensation committee. Previously, Mr. Wilson served on the board of AK Steel Holding Corporation, including the public and environmental affairs and nominating and corporate governance committees.
Former Senior Vice President of	Experience, Qualifications, Attributes & Skills
Fluor Corporation; Director of Ingredion, Inc.; Crown Holdings, Inc. and DT Midstream, Inc. Board Committees: ü Audit ü Governance/Nominating (Chair) Other Public Company Directorships: •Crown Holdings, Inc. (2020–Present) •Ingredion, Inc. (2010–Present) •DT Midstream, Inc. (2021–Present) •AK Steel Holding Co. (2017-2020)	Mr. Wilson brings over 35 years of experience as an engineering, procurement and construction industry executive. In addition, Mr. Wilson has over 10 years of public company board and committee experience and high-level management expertise, which provide the board with invaluable corporate governance knowledge. The board benefits from his perspective, particularly in the areas of technology, operational excellence and supply chain management. His broad range of experience and exposure to a number of diverse end markets through his various leadership positions provide the board and its committees with valuable insight and expertise.

Sterling Infrastructure | 2026 Proxy Statement | 16 |

Information about Executive Officers

The table below sets forth certain biographical information as of March 10, 2026 with respect to all of our executive officers, except our CEO, whose information is provided in Information about Director Nominees.


Daniel P. Govin Age: 54 Executive Officer Since: 2024 Chief Operating Officer			Mr. Govin has been Chief Operating Officer since joining the Company in August 2024 after previously serving as President of Quanta West LLC, Inc. from 2022. Mr. Govin served as President of PAR Electrical Contractors from 2018 to 2022 and as Senior Vice President of Operations of Quanta Services, Inc. from 2011.

SEC Form DEF 14A filed by Sterling Infrastructure Inc.