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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 11, 2024

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STERLING INFRASTRUCTURE, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3199325-1655321
(State or other jurisdiction of incorporation
or organization)		(Commission File Number)(I.R.S. Employer
Identification No.)
  
1800 Hughes Landing Blvd.
The Woodlands, Texas
 
77380
(Address of principal executive offices)(Zip Code)
  
Registrant’s telephone number, including area code:  (281) 214-0777
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 par value per shareSTRLThe NASDAQ Stock Market LLC
(Title of Class)(Trading Symbol)(Name of each exchange on which registered)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐



Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 12, 2024, Ronald A. Ballschmiede, Executive Vice President, Chief Financial Officer (“CFO”) and Chief Accounting Officer (“CAO”) and the Company’s principal financial officer and principal accounting officer of Sterling Infrastructure, Inc. (the “Company”), notified the Company of his plan to retire in 2024.
On May 11, 2024, as part of its succession plan for Mr. Ballschmiede’s role, the Company’s Board of Directors appointed Sharon R. Villaverde as CFO and CAO and the Company’s principal financial officer and principal accounting officer, effective May 13, 2024 (the “Effective Date”). As part of the transition, Ms. Villaverde, age 50, will work with Mr. Ballschmiede, who will continue as Executive Vice President until his retirement. Ms. Villaverde previously joined the Company on March 4, 2024, as Vice President of Finance.
From 2018 until joining the Company, Ms. Villaverde served as Vice President and CAO at Dycom Industries, Inc. Prior to that, she served as Vice President of Finance at Natus Medical Incorporated and in accounting and financial management roles at Lockheed Martin Corporation and Alcon Inc. Ms. Villaverde began her career as an accountant at Deloitte & Touche after earning a Bachelor of Science in Accounting from the University of Central Oklahoma. Ms. Villaverde is a Certified Public Accountant.
Ms. Villaverde’s appointment is not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Ms. Villaverde and any director, executive officer or other person that would require disclosure under Item 401(d) of Regulation S-K. There are no transactions in which Ms. Villaverde has an interest requiring disclosure under Item 404(a) of Regulation S-K.
In connection with her appointment, the Compensation Committee of the Board approved a compensation package for Ms. Villaverde consisting of cash and equity components. As of the Effective Date, Ms. Villaverde will have a base salary of $500,000. Ms. Villaverde will also be eligible to participate in the Company’s annual short-term cash-based incentive plan, under which Ms. Villaverde’s target cash payment will be equal to 75% of her base salary, with such payment to be calculated 75% based on the Company’s corporate financial metric(s) and 25% on non-financial strategic metrics. Ms. Villaverde will also be eligible to participate in the Company’s annual long-term, equity-based incentive plan, under which Ms. Villaverde’s target award will be 115% of her base salary, with 40% of the target award in the form of restricted stock units, subject to time-based vesting over three years, and 60% in the form of performance-based stock units, with payout based upon the achievement of certain performance metrics and vesting at the end of a three-year period.
Item 7.01Regulation FD Disclosure.
On May 15, 2024, the Company issued a press release announcing Ms. Villaverde’s appointment as CFO and CAO, a copy of which is furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference.
The information provided in this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Exchange Act or the Securities Act, other than to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
Item 9.01     Financial Statements and Exhibits.

(d)    Exhibits
Exhibit Number Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


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 15, 2024By:/s/ Mark D. Wolf
  Mark D. Wolf
  General Counsel and Corporate Secretary




Exhibit 99.1

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NEWS RELEASE
For Immediate Release:
May 15, 2024
Sterling Announces Planned 2024 Executive Transitions - Sharon Villaverde Appointed Chief Financial Officer and Chief Accounting Officer
THE WOODLANDS, TX – May 15, 2024 – Sterling Infrastructure, Inc. (NasdaqGS: STRL) ("Sterling" or "the Company") today announced the promotion of Sharon Villaverde to the roles of Chief Financial Officer (CFO) and Chief Accounting Officer (CAO), effective May 13, 2024. Sharon is succeeding Ron Ballschmiede, who has served as Sterling’s Executive Vice President, CFO and CAO since November 2015. Ron will remain Executive Vice President, focusing on a smooth transition of his CFO duties until his planned retirement later this year.
Sharon has 30 years of experience in accounting and finance roles at prominent public companies spanning diverse industries, including telecommunications construction, manufacturing, and defense contracting. Before joining Sterling as Vice President of Finance in March 2024, Sharon held the position of Vice President and Chief Accounting Officer at Dycom Industries, Inc. from 2018. Prior to this, she served as Vice President of Finance at Natus Medical Incorporated and also held accounting and financial management roles at Lockheed Martin Corporation and Alcon Inc. Sharon began her career as an accountant at Deloitte & Touche. She earned a Bachelor of Science in Accounting from the University of Central Oklahoma and is a Certified Public Accountant.

Joe Cutillo, Sterling’s CEO, commented, “Sharon is the right person to help us build upon our strong financial platform and balance sheet as we capitalize on the unprecedented market opportunities ahead. We are extremely excited to have Sharon on our executive leadership team. Her experience and insights will be a valuable asset to Sterling.” Mr. Cutillo continued, “Ron has been a tremendous partner as we worked to build Sterling into the company it is today. His leadership, strategic insights, and financial acumen were a key part of Sterling’s transformation over the past eight and a half years. Ron and Sharon will work together in the coming months to ensure a seamless transition.”
Ron Ballschmiede remarked, “When I joined Sterling, we had a vision to transform the company into a leading infrastructure services provider. I could not be more proud of how far we’ve come, the team that we have built, and the opportunities ahead. My years at Sterling have been some of the most fulfilling of my career. My focus remains on my CFO duties through the transition, after which I look forward to spending more time with my family.”
Sharon Villaverde concluded, “I am honored to serve as Sterling's CFO and CAO. I look forward to guiding our financial teams to new achievements and contributing to Sterling’s continued growth and success.”
About Sterling
Sterling operates through a variety of subsidiaries within three segments specializing in E-Infrastructure, Transportation and Building Solutions in the United States, primarily across the Southern, Northeastern, Mid-Atlantic and Rocky Mountain regions and the Pacific Islands. E-Infrastructure Solutions provides advanced, large-scale site development services for manufacturing, data centers, e-commerce distribution centers, warehousing, power generation and more. Transportation Solutions includes infrastructure and rehabilitation projects for highways, roads, bridges, airports, ports, rail and storm drainage systems. Building Solutions includes residential and commercial concrete foundations for single-family and multi-family homes, parking structures, elevated slabs, other concrete work, and plumbing services for new single-family residential builds. From strategy to operations, we are committed to sustainability by operating responsibly to safeguard and improve society’s quality of life. Caring for our people and our communities, our customers and our investors – that is The Sterling Way.
Joe Cutillo, CEO, “We build and service the infrastructure that enables our economy to run,
our people to move and our country to grow.”


Important Information for Investors and Stockholders
Cautionary Statement Regarding Forward-Looking Statements
This press release contains statements that are considered forward-looking statements within the meaning of the federal securities laws. Any such statements are subject to risks and uncertainties, including those risks identified in the Company’s filings with the Securities and Exchange Commission. Accordingly, such statements should be considered in light of these risks. The forward-looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statements for any reason, whether as a result of new information, future events or developments, changed circumstances, or otherwise, notwithstanding any changes in our assumptions, changes in business plans, actual experience or other changes. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
Sterling Infrastructure Contacts:
Noelle Dilts, VP of Investor Relations and Corporate Strategy
281-214-0795
noelle.dilts@strlco.com


v3.24.1.1.u2
Cover
May 11, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 11, 2024
Entity Registrant Name STERLING INFRASTRUCTURE, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-31993
Entity Tax Identification Number 25-1655321
Entity Address, Address Line One 1800 Hughes Landing Blvd.
Entity Address, City or Town The Woodlands
Entity Address, State or Province TX
Entity Address, Postal Zip Code 77380
City Area Code 281
Local Phone Number 214-0777
Title of 12(b) Security Common Stock, $0.01 par value per share
Trading Symbol STRL
Security Exchange Name NASDAQ
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0000874238
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