Sterling Infrastructure (NASDAQ: STRL) extends CEO term and awards 40,000 RSUs
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Sterling Infrastructure, Inc. updated its CEO employment agreement and long-term incentives. The Board approved a first amendment to Joseph A. Cutillo’s amended and restated executive employment agreement, extending his employment term with the company through December 31, 2027.
In connection with this amendment, Cutillo received a special grant of 40,000 restricted stock units. These RSUs vest upon the earlier of the successful onboarding of his successor as CEO, as determined by the Board, or his continued employment through December 31, 2027, and also vest upon a change of control or certain termination events such as death, disability, termination without cause, or resignation for good reason.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
Special RSU grant: 40,000 restricted stock units
Employment term end date: December 31, 2027
Prior employment term reference date: January 1, 2027
3 metrics
Special RSU grant
40,000 restricted stock units
Granted to CEO Joseph A. Cutillo in connection with contract amendment
Employment term end date
December 31, 2027
Extended CEO employment term under amended agreement
Prior employment term reference date
January 1, 2027
Original end date before extension referenced in amendment
Key Terms
restricted stock units, change of control, good reason, Compensation & Talent Development Committee, +1 more
5 terms
restricted stock units financial
"Mr. Cutillo was granted 40,000 restricted stock units (the “Special Grant”)"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
change of control financial
"The restricted stock units granted pursuant to the Special Grant will also vest upon a change of control of the Company"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
good reason financial
"or by Mr. Cutillo for good reason"
Compensation & Talent Development Committee financial
"on the recommendation of the Compensation & Talent Development Committee (the “Compensation Committee”)"
Amended and Restated Executive Employment Agreement financial
"the Amended and Restated Executive Employment Agreement dated January 1, 2024"
UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||||||||||||||
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
| On May 20, 2026, on the recommendation of the Compensation & Talent Development Committee (the “Compensation Committee”) of its Board of Directors (the “Board”), the Board approved and Sterling Infrastructure, Inc. (the “Company”) entered into the first amendment to the Amended and Restated Executive Employment Agreement dated January 1, 2024 with Joseph A. Cutillo, the Company’s Chief Executive Officer (“CEO”), to extend the date of Mr. Cutillo’s employment with the Company from January 1, 2027 through December 31, 2027 in accordance with the terms of the agreement (the “First Amendment to the Amended and Restated Executive Employment Agreement”). In connection with the execution of the First Amendment to the Amended and Restated Executive Employment Agreement, Mr. Cutillo was granted 40,000 restricted stock units (the “Special Grant”) which shall vest upon the earlier of the successful onboarding, as determined by the Board in its sole discretion, of Mr. Cutillo’s successor as CEO or his continued employment with the Company through December 31, 2027. The restricted stock units granted pursuant to the Special Grant will also vest upon a change of control of the Company or Mr. Cutillo’s termination of employment due to death or disability, by the Company without cause, or by Mr. Cutillo for good reason. All other terms and conditions of the Amended and Restated Executive Employment Agreement remain unchanged. The foregoing summaries of the First Amendment to the Amended and Restated Executive Employment Agreement and the Special Grant are not intended to be complete and are qualified in their entirety by reference to the full text of the agreements, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. | |||||
| SIGNATURES | ||
| Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | ||
| STERLING INFRASTRUCTURE, INC. | |||||||||||
| Date: | May 21, 2026 | By: | /s/ Mark D. Wolf | ||||||||
| Mark D. Wolf | |||||||||||
| General Counsel and Corporate Secretary | |||||||||||
FAQ
What did Sterling Infrastructure (STRL) change in its CEO agreement?
Sterling Infrastructure extended CEO Joseph A. Cutillo’s executive employment agreement through December 31, 2027. The amendment keeps all other terms the same but adds a special restricted stock unit grant tied to succession and retention conditions.
How many restricted stock units did STRL grant to its CEO?
Joseph A. Cutillo received a special grant of 40,000 restricted stock units. This equity award is part of his amended employment arrangement and is designed to vest based on leadership succession milestones or continued service through December 31, 2027.
What are the vesting conditions for the CEO’s 40,000 RSUs at Sterling Infrastructure?
The 40,000 RSUs vest upon the earlier of successful onboarding of Joseph A. Cutillo’s successor as CEO, as determined by the Board, or his continued employment through December 31, 2027, aligning the award with leadership transition and retention.
Under what circumstances do the CEO’s RSUs vest early at STRL?
The restricted stock units will also vest upon a change of control of Sterling Infrastructure or if Joseph A. Cutillo’s employment ends due to death, disability, termination by the company without cause, or resignation by him for good reason.
Did Sterling Infrastructure change other terms of the CEO’s employment agreement?
All other terms and conditions of Joseph A. Cutillo’s Amended and Restated Executive Employment Agreement remain unchanged. The filing highlights only the term extension to December 31, 2027 and the new 40,000 restricted stock unit special grant.