ctri-20250305




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. )



Filed by the Registrant			x

Filed by a Party other than the Registrant			o

Check the appropriate box:



o			Preliminary Proxy Statement

o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x			Definitive Proxy Statement

o			Definitive Additional Materials

o			Soliciting Material Under Rule 14a-12

Centuri Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check all boxes that apply):



x			No fee required.

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-(i)(1) and 0-11.

Table of Content s

Table of Content s


			March 5, 2025

Dear Stockholder:

You are cordially invited to the Annual Meeting of Stockholders of Centuri Holdings, Inc., scheduled to be held on April 16, 2025 at 10:00 AM Mountain Standard Time in a completely virtual format at http://www.virtualshareholdermeeting.com/CTRI2025.

The matters to be acted on at the Annual Meeting are described in the enclosed notice and Proxy Statement. Your Board of Directors asks you to support the Board of Directors’ director nominees and to follow its recommendations with respect to the other proposals set forth in the Proxy Statement.

We realize that you may not be able to attend the Annual Meeting of Stockholders and vote your shares at the meeting. However, regardless of your meeting attendance, your vote is important to us. We urge you to ensure that your shares are represented by voting in advance of the meeting online or via a toll-free telephone number, as instructed in the Notice Regarding the Internet Availability of Proxy Materials, or if you have elected to receive a paper or e-mail copy of the proxy materials, by completing, signing and returning the proxy card that is provided. If you decide to attend the Annual Meeting of Stockholders, you may revoke your proxy at that time and vote your shares at such meeting.

Your interest and participation in the affairs of our Company are greatly appreciated.

Sincerely yours,

Christian I. Brown

President and Chief Executive Officer

Table of Content s


						19820 North 7th Avenue, Suite 120, Phoenix, Arizona 85027

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

April 16, 2025


TIME:		10:00 AM Mountain Standard Time / Pacific Daylight Time

PLACE:		Webcast at http://www.virtualshareholdermeeting.com/CTRI2025

PROPOSALS:			BOARD RECOMMENDS:
	(1)	The election of each of Christian I. Brown, Julie A. Dill, Andrew W. Evans, Karen S. Haller, Christopher A. Krummel, Anne L. Mariucci, and Charles R. Patton to our Board of Directors to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal;	FOR each director nominee
	(2)	To hold an advisory (non-binding) vote regarding the compensation of our named executives;	FOR
	(3)	To hold an advisory (non-binding) vote regarding the frequency of the non-binding advisory vote on the compensation of our named executives;	1 YEAR
	(4)	To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Centuri for the fiscal year ending December 28, 2025 (“fiscal 2025”); and	FOR
	(5)	To transact such other business as may properly come before the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) or any adjournment(s) or postponement(s) thereof.

RECORD DATE:		Holders of Centuri common stock of record at the close of business on February 24, 2025 are entitled to vote at the Annual Meeting.

INTERNET AVAILABILITY OF PROXY MATERIALS:		On or about March 5, 2025, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access both the proxy statement and our annual report. The Notice will also contain instructions on how to vote online or by telephone and how to receive a paper copy of the proxy materials by mail. The proxy statement and our annual report can be accessed at the following internet address: www.proxyvote.com. All you have to do is enter the control number located in the Notice or on your proxy card.

NOTICE REGARDING THE VIRTUAL ANNUAL MEETING		The virtual format of the Annual Meeting ensures that stockholders are afforded the same rights and opportunities to participate as they would have at an in-person meeting, using online tools to ensure stockholder access and participation. For more information about the virtual Annual Meeting, see “General Information” in this Proxy Statement.

PROXY:		It is important that your shares be represented and voted at the Annual Meeting. Whether or not you expect to attend the Annual Meeting in person or virtually, please vote your shares as promptly as possible, or via the internet or telephone as instructed in the Notice or on your proxy card, in order to ensure your representation at the Annual Meeting. You can revoke your proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the accompanying proxy statement.



HOW TO VOTE
Please review the proxy statement and vote, at your earliest convenience, using any of the following methods:
(			Call the phone number listed on your Proxy Card to vote BY TELEPHONE.
:			Visit the website listed on your Proxy Card to vote ONLINE.
			Sign, date and return your Proxy Card in the provided postage-paid envelope to vote BY MAIL.
I			Access the virtual meeting to vote by ballot. See “How Do I Attend the Annual Meeting?” (page 1) for instructions.

By Order of the Board of Directors,

Jason S. Wilcock

Executive Vice President, Chief Legal & Administrative Officer and Corporate Secretary

TABLE OF CONTENTS



	Page		Page
Invitation to 2025 Annual Meeting of Stockholders		Compensation Program Objectives, Key Considerations and Principles	32

Notice of Annual Meeting of Stockholders		Compensation Program Administration	33

Proxy Statement	1	How We Determine Amounts Paid For Each Element of Compensation	34

General Information	1	Shareholder Say-on-Frequency and Say-on-Pay Advisory Votes	35

Governance of the Company	5	Details of Compensation Program	35

Board of Directors	5	Non-employee Director Stock Ownership Requirement	42

Board Leadership Structure	6	Policies and Practices Regarding Equity Grants	42

Risk Oversight	6	Clawback Policy	42

Analysis of Risk in Company Executive Compensation Policies	6	Compensation Committee Report	43

Cybersecurity Oversight	6	Executive Compensation Tables	44

Sustainability	7	Summary Compensation Table	44

Committees of the Board	7	Grants of Plan-Based Awards	46

Selection of Directors	8	Outstanding Equity Awards at Fiscal Year-End	47

Board Evaluation and Director Succession Planning	9	Stock Vested During Fiscal Year	48

Stockholder Engagement	9	Nonqualified Deferred Compensation	48

Director Attendance at Annual Meetings	10	Post-Termination Benefits	49

Communications with Directors	10	Pay Ratio Disclosure	54

Executive Officers	10	Pay Versus Performance	55

Securities Ownership by Directors, Director Nominees, Executive Officers, and Certain Beneficial Owners	12	Director Compensation	58

Certain Relationships and Related Person Transactions	13	Director Compensation Table	58

Policies and Procedures with Respect to Related Person Transactions	13	Director Compensation Narrative	58

Related Person Transactions	13	Proposal 2 - Advisory Vote To Approve the Company’s Executive Compensation	59

Compensation Committee Interlocks and Insider Participation	21	Proposal 3 - Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation	60

Proposal 1 - Election of Directors	22	Proposal 4 - Selection of Independent Registered Public Accounting Firm	61

General	22	Audit Committee Report	63

Vote Required	22	Stockholder Proposals for the Next Annual Meeting	64

Names, Qualifications and Reasons for Selection of Nominees	22	Submission of Stockholder Proposals for Inclusion in Next Year's Annual Meeting Proxy Statement	64

Board Skills and Composition Matrix	23	Other Stockholder Proposals for Presentation at Next Year's Annual Meeting	64

Director Nominees Bios	24	Other Matters to Come Before the Meeting	65

Executive Compensation	31	Proxy Card	66

Compensation Discussion and Analysis	31

Executive Summary	32

Table of Contents

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

To Be Held on April 16, 2025

GENERAL INFORMATION

We are providing these proxy materials to you in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Centuri Holdings, Inc. (“we,” “us,” “our,” or the “Company”) for the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) and for any adjournment or postponement of the Annual Meeting. The Annual Meeting will be held in a completely virtual format on April 16, 2025 at 10:00 AM Mountain Standard Time.

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting to be Held on April 16, 2025

Pursuant to the rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we are sending a Notice Regarding the Internet Availability of Proxy Materials (the “Notice”) to certain of our stockholders of record. We are also sending a paper copy of the proxy materials and proxy card to other stockholders of record who have indicated they prefer receiving such materials in paper form. Brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar Notice. We intend to commence mailing the Notice or paper copies of this proxy statement and proxy card, as applicable, on or about March 5, 2025 to all stockholders entitled to vote at the Annual Meeting.

Stockholders will have the ability to access the proxy materials on the website referred to in the Notice or may request to receive a paper copy of the proxy materials by mail or electronic copy by electronic mail on a one-time or ongoing basis. Instructions on how to request a printed copy by mail or electronically may be found on the Notice.

The Notice will also identify the date, time and location of the Annual Meeting; the matters to be acted upon at the Annual Meeting and the Board’s recommendation with regard to each matter; a toll-free telephone number, an e-mail address, and a website where stockholders can request to receive, free of charge, a paper or e-mail copy of this proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 29, 2024 (the “Annual Report”) and a form of proxy relating to the Annual Meeting; information on how to access and vote the form of proxy; and information on how to obtain instructions to attend the virtual meeting and vote in person at the virtual meeting, should stockholders choose to do so.


What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will be asked to vote on the following matters:

•The election of seven directors of the Company;

•The approval, on a non-binding, advisory basis, of the Company’s executive compensation;

•The frequency, on a non-binding, advisory basis, of the advisory vote on the Company’s executive compensation;

•The ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for fiscal 2025; and

•Any other matter that may properly come before the Annual Meeting or any adjournment thereof.


How do I attend the Annual Meeting?

The Annual Meeting will be a completely virtual meeting of stockholders. You will be able to attend the Annual Meeting online, submit questions and vote by logging on to www.proxyvote.com using the 16-digit control number found in the proxy materials previously distributed to you. Attendance at the Annual Meeting will be limited to stockholders of the Company as of February 24, 2025, the record date for the Annual Meeting, and guests of the Company. You will not be able to attend the Annual Meeting in person at a physical location.

You may attend the Annual Meeting by visiting http://www.virtualshareholdermeeting.com/CTRI2025. You will need your unique control number, which appears in the Notice, the proxy card or voting instructions that accompanied the proxy materials. In the event that you do not have a control number, please contact your broker, bank or other nominee as soon as possible so that you can be provided with a control number and gain access to the meeting.


			1			2025 Proxy Statement

Table of Contents

Although the meeting webcast will begin at 10:00 AM Mountain Standard Time on April 16, 2025, we encourage you to access the meeting site 15 minutes prior to the start time to allow ample time to log into the meeting webcast and test your computer system.

Technical Disruptions. In the event of any technical disruptions or connectivity issues during the course of the Annual Meeting, please allow for some time for the meeting website to refresh automatically, and/or for the meeting operator to provide verbal updates.

Stockholder List. As required by Delaware law, we will make available a list of registered stockholders as of February 24, 2025, the record date of the Annual Meeting, for inspection by stockholders for any purpose germane to the Annual Meeting from April 5, 2025, through April 15, 2025 at our headquarters located at 19820 North 7th Avenue, Suite 120, Phoenix, Arizona 85027. If you wish to inspect the list, please submit your request, along with proof of your share ownership, by e-mail to jwilcock@centuri.com.


How can I submit questions prior to and during the Annual Meeting?

Prior to the Annual Meeting, you may submit questions pertaining to the business of the meeting by accessing www.proxyvote.com using the 16-digit control number found in the proxy materials distributed to you any time before 11:59 p.m., Eastern Time, on the day before the meeting. During the Annual Meeting, as well as 15 minutes prior to the start time, stockholders will also be able to submit questions through the online platform used for the Annual Meeting at http://www.virtualshareholdermeeting.com/CTRI2025. The Company will respond to germane questions during the meeting or shortly after the meeting. We will endeavor to answer as many questions submitted by stockholders as time permits. We reserve the right to edit questions to remove inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters. If we receive substantially similar questions, we may group such questions together and provide a single response.


Who is entitled to vote at the Annual Meeting?

Only stockholders of record at the close of business on February 24, 2025, the record date for the Annual Meeting, are entitled to receive notice of and to vote at the Annual Meeting. If you are a stockholder of record on that date, you are entitled to vote all of the shares that you held on that date at the Annual Meeting, or any adjournment or postponement of the Annual Meeting.


How many votes do I have?

You have one vote for each share of the Company’s common stock (“Common Stock”) owned as of the record date for the Annual Meeting.


How do I vote?

If your shares are registered directly in your name, you are the holder of record of those shares and can vote your shares either by proxy, whether or not you attend the virtual Annual Meeting, or by ballot by attending the virtual Annual Meeting. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to submit your proxy promptly to ensure that your votes are counted. You may still attend the virtual Annual Meeting and vote by ballot even if you have already submitted a proxy.

Stockholders have a choice of voting online, by telephone, by mail, or at the Annual Meeting:

•If you received a printed copy of the proxy materials, please follow the instructions on your proxy card or voter instruction form. Your proxy card or voter instruction form provides information on how to vote.

•If you received a Notice of Internet Availability, please follow the instructions on the notice. The Notice of Internet Availability provides information on how to vote.

•If you received an e-mail notification, please click on the link provided in the e-mail notification and follow the instructions on how to vote.

If you hold your shares in a brokerage account or through a bank, trust or other nominee (collectively, a “broker”), you are the beneficial owner of the shares, and the shares are held in “street name.” You will receive instructions from your broker on how to vote your shares. Your broker will allow you to deliver your voting instructions over the internet and may also permit you to submit your voting instructions by telephone or by completing, dating and signing the proxy card included with your proxy materials if you request a paper copy of them by following the instructions on the notice provided by your broker.


			2			2025 Proxy Statement

Table of Contents


Can I revoke or change my vote?

Yes, a record holder can revoke or change a vote at any time prior to the voting of shares at the Annual Meeting by (a) casting a new vote by telephone or online; (b) sending a new Proxy Card with a later date; (c) sending a written notice of revocation that is received on or prior to April 15, 2025, by mail to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717; or (d) voting by ballot at the virtual Annual Meeting. If a broker, bank, trustee or other nominee holds your shares, you must contact them in order to find out how to change your vote.


What are the Board’s recommendations?

The Board’s recommendations are set forth within the description of each proposal in this Proxy Statement. In summary, the Board recommends a vote:

•FOR the election of the slate of directors nominated by the Board (see Proposal 1);

•FOR the approval of the Company’s executive compensation (see Proposal 2);

•1-YEAR frequency for future advisory votes on executive compensation (see Proposal 3); and

•FOR the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2025 (see Proposal 4).


How many votes must be present to hold the Annual Meeting?

In order to conduct business at the Annual Meeting, the holders of a majority of the outstanding shares of Common Stock entitled to vote must be present at the meeting. Shares are counted as present at the meeting if (i) you are present online and vote at the meeting, or (ii) you have properly and timely submitted your proxy as described above under “How do I attend the Annual Meeting?” This is called a quorum. As of the close of business on February 24, 2025, 88,517,521 shares of Common Stock were outstanding and entitled to vote. Proxies received but marked as abstentions and any broker non-votes will be included in the calculation of the votes considered to be present at the meeting.


What is a “broker non-vote”?

A “broker non-vote” occurs when a broker lacks discretionary authority to vote on a “non-routine” proposal and a beneficial owner fails to give the broker voting instructions on that matter. The rules of the New York Stock Exchange (“NYSE”) determine whether matters presented at the Annual Meeting are “routine” or “non-routine” in nature. The election of directors is considered a “non-routine” matter. Similarly, the advisory vote to approve the Company’s executive compensation and the advisory vote to determine the frequency of the advisory vote on the Company’s executive compensation are considered “non-routine” matters. Therefore, beneficial owners who hold their shares in street name must provide voting instructions to their brokers in order for their broker to vote their shares on these matters. As a result, if you do not instruct your broker on how to vote your shares, then your shares will not be voted on these proposals. We urge you to instruct your broker about how you wish your shares to be voted. The ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2025 is considered a “routine” matter, and brokers will have discretionary authority to vote on this matter without any instruction from the beneficial owners.


What vote is required to approve each Proposal?

The seven nominees for director who receive the highest number of votes “FOR” their election will be elected as directors. This is called a “plurality vote.” The affirmative vote of the holders of a majority of the shares of Common Stock represented in person or by proxy and entitled to vote on the matter will be required to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for fiscal 2025 and to approve, on an advisory basis, the Company’s executive compensation. Finally, the frequency of the advisory vote on executive compensation receiving the greatest number of votes (either “1 YEAR,” “2 YEARS,” or “3 YEARS”) will be deemed the frequency recommended by our stockholders. Although the results of the vote to approve executive compensation and the vote to determine the frequency of the advisory vote on executive compensation are non-binding, the Board will consider the outcome of such votes when making future executive compensation decisions and when determining the frequency of future advisory votes on executive compensation.


			3			2025 Proxy Statement

Table of Contents


How are my votes counted?

•Election of Directors: You may vote “FOR ALL,” or “WITHHOLD ALL,” or “FOR ALL EXCEPT.” If you mark “FOR ALL,” your votes will be counted for all of the director nominees. Abstentions and any broker non-votes will not be counted as votes cast and will, therefore, have no effect on the election of directors.

•Advisory Vote to Approve Executive Compensation: You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the advisory vote to approve the Company’s executive compensation. The result of this vote is non-binding. However, the Board will consider the outcome of the vote when making future executive compensation decisions. Abstentions will have the same effect as a vote AGAINST this proposal, and broker non-votes will have no effect on the outcome of this proposal.

•Advisory Vote on the Frequency of Advisory Votes on Executive Compensation: You may vote “1 YEAR”, “2 YEARS,” “3 YEARS,” or “ABSTAIN” with respect to the advisory vote on the frequency of the advisory vote on executive compensation. The result of the vote on the frequency of the advisory vote on executive compensation is non-binding, and the Board will consider the outcome of the vote when deciding how often an advisory vote on executive compensation will be submitted to the Company’s stockholders. Abstentions and any broker non-votes will have no effect on the outcome of this proposal.

•Ratification of the selection of PricewaterhouseCoopers LLP: You may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2025. Abstentions will have the same effect as a vote AGAINST this proposal, and broker non-votes will have no effect on the outcome of this proposal.

We will appoint an independent inspector of election in advance of the meeting to tabulate votes, to ascertain whether a quorum is present, and to determine the voting results on all matters presented to Company stockholders.


What if I do not vote for any or all of the matters listed on my Proxy Card?

As a stockholder of record, if you return a signed Proxy Card without indicating your vote on any or all of the matters to be considered at the Annual Meeting, your shares will be voted “FOR” the director nominees listed on the Proxy Card, “FOR” the advisory vote to approve executive compensation, “1 YEAR” as the frequency of future advisory votes on executive compensation, and “FOR” the ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal 2025, if you have not voted otherwise on a particular proposal. With respect to any other matter that properly comes before the Annual Meeting, Gregory A. Izenstark and Jason S. Wilcock, the proxies designated by the Board and identified in the accompanying Proxy Card, will vote all proxies granted to them at their discretion.


Are proxy materials available online?

You can obtain complete copies of the Notice of 2025 Annual Meeting of Stockholders, this Proxy Statement and the 2024 Annual Report to Stockholders by logging on to www.proxyvote.com with the 16-digit control number found in the proxy materials previously distributed to you.


What happens if the Annual Meeting is postponed or adjourned?

If the Annual Meeting is postponed or adjourned, your proxy will still be valid and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted at the Annual Meeting.


Who is soliciting my proxy?

Your proxy is being solicited by the Board, and the Company will bear the entire cost of the proxy solicitation. Arrangements have also been made with brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to you if your shares are held in “street name.” In addition, our directors, officers or employees may solicit proxies in person or by telephone, e-mail or facsimile. No additional compensation will be paid for such services.


How can I find out the results of the voting at the Annual Meeting?

We will report the voting results in a filing with the SEC on a Current Report on Form 8-K within four business days of the conclusion of the Annual Meeting. If the official results are not available at that time, we intend to file a Form 8-K to publish the preliminary results within four business days after the Annual Meeting and file an additional Form 8-K to publish the final results within four business days after the final results are known to us.


			4			2025 Proxy Statement

Table of Contents

GOVERNANCE OF THE COMPANY


Board of Directors

Under the provisions of the Delaware General Corporation Law (the “DGCL”) and the Company’s bylaws, the Company’s business, property and affairs are managed by or under the direction of the Board. The Board is kept informed of the Company’s business through discussions with the Chief Executive Officer and other officers and by reviewing reports and other materials provided to it by management at the Board and committee meetings.

Director Independence

The Board assesses on a regular basis, and at least annually, the independence of directors and, based on the recommendation of the Nominating and Corporate Governance Committee, makes a determination as to which members are independent. The Board determines the independence of our directors by applying the independence principles and standards established by the NYSE and included in the Company’s Corporate Governance Guidelines. The Board determined that directors Julie A. Dill, Andrew W. Evans, Christopher A. Krummel, Anne L. Mariucci and Charles R. Patton have no material relationships with the Company and are independent (the “Independent Directors”).

In making these determinations, the Board reviewed all transactions or relationships with the Company using a definition of “material relationships” that (i) includes the criteria listed in Section 303A of the listing requirements of the NYSE and (ii) includes, on a case-by-case basis, such other criteria that may be deemed to affect a director’s independence, including without limitation, relationships that would require disclosure under Item 404 of Regulation S-K (“Item 404”) of the Securities Exchange Act of 1934 (“Exchange Act”) and non-tariff transactions with the Company in excess of the Item 404 threshold. The definition of “material relationships” for directors on the Audit Committee also includes the criteria listed in Section 10A(m)(3) of the Exchange Act. The definition of “material relationships” for directors serving on the Compensation Committee also includes the criteria listed in Section 16(b) of the Exchange Act. The independence criteria used are included in the Company’s Corporate Governance Guidelines, which are available on the Company’s website at www.centuri.com. The Board based its independence determination primarily on a review of the responses of the directors and officers to questions regarding employment and compensation history, affiliations and family relationships, discussions with directors, and a review of Company and subsidiary payment histories.

Controlled Company Status

The Company is a “controlled company” as defined under the corporate governance rules of the NYSE and, therefore, it qualifies for exemptions from certain corporate governance requirements of the NYSE. Accordingly, the Company is not required to have a majority of “independent directors” on the Board as defined under the rules of the NYSE and is not required to have a compensation committee or a nominating and corporate governance committee, in each case, composed entirely of independent directors. The Company has taken advantage of these exemptions, as Ms. Karen S. Haller, who is not an independent director, serves as the chairperson of the Board. However, the “controlled company” exemption does not modify the independence requirements for the Audit Committee, and the Company is in compliance with the applicable requirements of the Exchange Act and the NYSE.

When Southwest Gas Holdings, Inc. (“Southwest Gas” or “Southwest Gas Holdings”) no longer owns a majority of the voting power of the Company’s outstanding common stock, the Company will no longer qualify as a “controlled company” as defined under the corporate governance rules of the NYSE. At that time, to the extent it has not done so already, the Company will be required to fully implement the corporate governance requirements of the NYSE within the applicable transition periods.

Board Meetings

The Board meets regularly throughout the year and also holds special meetings from time to time. The Board held three regular meetings and three special meetings in 2024. During 2024, each member of the Board attended at least 75% of the aggregate of (i) the total number of meetings of the Board held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of the Board on which he or she served during the periods that he or she served.

Pursuant to the Corporate Governance Guidelines, the Company’s non-management directors are expected to meet in executive session at least four times per year, and its independent directors are expected to separately meet in a private session at least once annually. The director who presides at these meetings will be appointed by the non-management and independent directors, respectively.


			5			2025 Proxy Statement

Table of Contents


Board Leadership Structure

The policy of the Board is that the role of Chair should be separate from that of the Chief Executive Officer. The Chair is appointed annually by the full Board following an in-depth assessment by the Nominating and Corporate Governance Committee regarding the needs of the Board and potential candidates for the position, and a recommendation to the Board by the Nominating and Corporate Governance Committee. The Board believes that this leadership structure is the appropriate structure for the Company because it aids the Board’s oversight of management. It is the Board’s intention to reappoint Ms. Haller as Chair, subject to her reelection as a director at the Annual Meeting. As a member of the Board, Ms. Haller may represent the Board in meetings with various constituencies, including investors. Prior consultation with Company management in these instances helps to ensure consistency and context for Board member communications.

The Board believes the structure described above provides strong leadership for the Board, while positioning the Chief Executive Officer as the leader of the Company for its investors, counterparties, employees and other stakeholders. The Board believes that the current structure helps ensure independent oversight of the Company and allows the Chief Executive Officer to focus his energies on management of the Company.

All members of the Board are independent, with the exception of Ms. Haller and Mr. Christian I. Brown, the Chief Executive Officer. A number of the independent Board members are currently serving or have served as directors or as members of senior management of other public companies and large institutions. The Board believes that the number of independent, experienced directors that make up our Board, along with the oversight of the Board by the non-executive Chair, benefits the Company and its stockholders.

The Board recognizes that in the event that the circumstances facing the Company change, a different leadership structure may be in the best interests of the Company and its stockholders.


Risk Oversight

Our management has day-to-day responsibility for assessing and managing our risk exposure and the Board and its committees oversee those efforts, with particular emphasis on the most significant risks facing the Company. Each committee will report to the full Board on a regular basis, including as appropriate with respect to the committee’s risk oversight activities.


Board/Committee			Primary Areas of Risk Oversight
Full Board			Risks associated with the Company’s strategic plan, acquisition and capital allocation program, capital structure, liquidity, organizational structure and other significant risks, and overall risk assessment and risk management policies.
Audit Committee			Risks related to financial controls, legal and compliance risks and major financial, privacy, security (including cybersecurity and data privacy), operational and business continuity risks.
Compensation Committee			Risks associated with compensation policies and practices.
Nominating and Corporate Governance Committee			Risks related to corporate governance and management of the Board.


Analysis of Risk in Company Executive Compensation Policies

Formally on an annual basis, and in its execution and consideration of compensation plans, Company management reviews, analyzes and considers whether the Company’s compensation policies and practices encourage unnecessary or excessive risk taking that is reasonably likely to have a material adverse effect on the Company. One of the primary purposes of this review is to ensure that the Company’s incentive compensation programs do not inappropriately encourage unnecessary or excessive risk taking at any level in the organization that would be reasonably likely to have a material adverse effect on the Company. The Compensation Committee oversees the risk review process. In 2024, management concluded, and discussed with the Compensation Committee, that the Company’s compensation policies and practices do not encourage executives or other employees to take inappropriate risks that are reasonably likely to have a material adverse effect on the Company.



Cybersecurity Oversight

Cybersecurity is a risk overseen by the Board along with subject matter experts within the Company. It is a priority that is regularly addressed by the Board with the relevant functional leaders of the Company, with the Board receiving regular


			6			2025 Proxy Statement

Table of Contents

cybersecurity briefings from the Company's Vice President of Information Technology, who has operational oversight over cybersecurity matters. The Audit Committee discusses with management and auditors at least annually the Company’s guidelines and policies with respect to risk assessment and risk management, including cybersecurity, data privacy and security, business continuity and operational risks. On a quarterly basis, the Vice President of Information Technology provides a formal cybersecurity update to the Company's Chief Legal & Administrative Officer, which highlights relevant key metrics, events, efforts, risks, and risk mitigation activities. The full Board receives these updates from management to help it oversee and manage the Company’s cybersecurity risks.


Sustainability

Sustainability is ingrained in our business operations. Our vision for building a sustainable business is guided by six guiding principles: ensure the safety of our employees and communities; maintain high standards for environmental stewardship; foster a positive impact in the communities in which we live and work; contribute to a sustained local economy by creating jobs and growing business; bring our differentiated expertise to every quality project we deliver; and maintain a diverse, fair, and welcoming work environment. We regularly engage our various stakeholder groups to ensure our business processes align with their most pressing concerns while supporting our core business strategy. We track and measure an established set of sustainability performance metrics to help us understand and report our overarching impact.


Committees of the Board

The standing committees of the Board are the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. The table below shows the directors who are currently members or chairs of each committee.

Name of Director

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Christian I. Brown

Julie A. Dill

Chair

✓

Andrew W. Evans

✓

Chair

Karen S. Haller

✓

Christopher A. Krummel

✓

Anne L. Mariucci

✓

Chair

Charles R. Patton

✓


			7			2025 Proxy Statement

Table of Contents


Audit Committee Meetings Held in 2024: 5			Separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. The committee meets periodically with management to consider, among other things, the adequacy of the Company’s internal control and financial reporting. The committee also discusses these matters with the Company’s independent registered public accounting firm, internal auditors and Company financial personnel. The Board has determined that directors Julie A. Dill, Andrew W. Evans and Christopher A. Krummel each qualifies as an “audit committee financial expert,” as the term is defined in Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act.
Compensation Committee Meetings Held in 2024: 3			Responsible for determining Chief Executive Officer compensation and making recommendations to the Board annually on such matters as executive compensation and benefits and director compensation and benefits. The committee’s responsibilities, as outlined in its charter, can be delegated to subcommittees made up of committee members. The committee receives recommendations from management on the amount and form of executive and director compensation, and the committee has the ability to directly employ consultants to assess the executive compensation program and director compensation. The committee is also responsible for the “Compensation Committee Report” and related disclosures contained in this Proxy Statement. Administration of the Company’s clawback policy is the responsibility of the Compensation Committee.
Nominating and Corporate Governance Committee Meetings Held in 2024: 3			Responsible for making recommendations to the Board regarding nominees to be proposed for election as directors; evaluating the Board’s size, composition and classification; developing criteria for the selection of directors; and overseeing our environmental, social and governance ("ESG") initiatives. The committee will consider director candidates suggested by stockholders. The process for selecting directors is addressed in more detail below under the caption “Selection of Directors.” The committee is responsible for developing and recommending to the Board corporate governance guidelines, reviewing such guidelines annually and implementing and monitoring compliance with the Company’s Code of Business Conduct and Ethics.

The charters for the Audit, Compensation and Nominating and Corporate Governance Committees, the Company’s Corporate Governance Guidelines and the Company’s Code of Business Conduct and Ethics that applies to all employees, officers and directors are available on the Company’s website at www.centuri.com. The information on our website is not part of this Proxy Statement and is not incorporated into any of our filings made with the SEC. Print versions of these documents are available to stockholders upon request directed to the Corporate Secretary, Centuri Holdings, Inc., 19820 North 7th Avenue, Suite 120, Phoenix, Arizona 85027.


Selection of Directors

We believe the Board should be comprised of individuals with varied backgrounds, who possess certain core competencies, some of which may include broad experience in business, finance or administration and familiarity with national and international business matters. Additional factors that will be considered in the selection process include the following:

•personal and professional integrity and character;

•prominence and reputation in his or her profession;

•skills, knowledge and expertise (including business or other relevant experience) that in aggregate are useful and appropriate in overseeing and providing strategic direction with respect to our business and serving the long-term interests of our stockholders;

•the capacity and desire to represent the interests of the stockholders as a whole; and

•availability to devote sufficient time to the affairs of the Company.


			8			2025 Proxy Statement

Table of Contents

We define “diversity” in a broad sense, i.e., age, race, color, gender, geographic origin, ethnic background, religion, disability and professional experience. The Nominating and Corporate Governance Committee takes diversity into consideration as it does the other factors listed above in selecting the director nominees for approval by the Board. The Nominating and Corporate Governance Committee does not assign a specific weight to any one factor. The Board Skills and Composition Matrix below enumerates some diversity factors regarding the Board’s nominees.

The Nominating and Corporate Governance Committee has an ongoing program for identifying and evaluating potential director candidates. When seeking a candidate for director, the Nominating and Corporate Governance Committee may solicit suggestions from incumbent directors, management or others. As candidates are identified, their qualifications are reviewed in light of the selection criteria outlined above. Whether any of such candidates are selected depends upon the current Board composition, the dynamics of the Board and the ongoing requirements of the Company (see “Board Evaluation and Director Succession Planning” below).

In its discretion, the Nominating and Corporate Governance Committee will also consider recommendations of qualified nominees by stockholders by evaluating the same factors as described above.

In addition to the process described above, our bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must meet certain deadlines established by our bylaws and provide certain information required by our bylaws. For a description of the process for nominating directors in accordance with our bylaws, see “Stockholder Proposals for the 2026 Annual Meeting.”


Board Evaluation and Director Succession Planning

In accordance with the Company’s Corporate Governance Guidelines, the Board and its committees conduct annual self-evaluations of their performance to determine whether they are functioning effectively. The Nominating and Corporate Governance Committee oversees the annual evaluation of the Board’s performance, whereas each committee reports annually to the Board with an assessment of its performance. As part of the Board’s self-evaluation process, the directors consider various topics relating to Board composition, structure, effectiveness and responsibilities, as well as the overall mix of director skills, experience and backgrounds. The Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee self-evaluation processes are led by their respective committee chairs, as provided in the committee charters. Each committee performance evaluation includes a review of the committee charter to consider the necessity and appropriateness of changes.

We expect that annual evaluations are likely to be a key component of the director nomination process and director succession planning. In planning for succession, the Nominating and Corporate Governance Committee and the Board consider the results of Board evaluations, as well as other appropriate information, including the overall mix of tenure and experience of the Board, the types of skills and experience desirable for future Board members and the needs of the Board and its committees at the time.

Given the importance of recruiting qualified, independent individuals to serve as directors of the Company, the Board believes that it is prudent to conduct a dedicated search for potential director candidates in order to preserve the high quality of the Board and maintain its breadth of experience. Ms. Mariucci is the current chairperson of the Nominating and Corporate Governance Committee, which is responsible to lead the execution of our succession plans over the course of the next several years.


Stockholder Engagement

The Company believes that maintaining an active dialogue with our stockholders is of utmost importance in delivering sustainable, long-term value for our stockholders. Since the closing of Centuri's initial public offering on April 22, 2024 (the "Centuri IPO"), the Company’s Investor Relations group has engaged with stockholders on a variety of topics to ensure the Company addresses questions and concerns, seeks input, and provides perspective on the Company’s policies and practices. Feedback gathered from this outreach is regularly reviewed and considered by the Board and is reflected in adjustments and enhancements made to the Company's policy and practices, particularly with reg