SOLV Energy (MWH) risk factors, FY2025 10-K

Other

1. 01the Class III directors are George Hershman, Kevin S. Penn, William Jackson and Nancy Stefanowicz, and their terms will expire at the annual meeting of stockholders to be held in 2029
2. 02our process relating to risk management and the conduct and systems of internal control over financial reporting and disclosure controls and procedures
3. 03reviewing and establishing general policies relating to compensation and benefits of our employees, including our overall compensation philosophy
4. 04Nominating and Corporate Governance Committee
5. 05reviewing on a regular basis the overall corporate governance of the Company and recommending improvements to our board of directors where appropriate
6. 06Compensation Committee Interlocks and Insider Participation
7. 07Our amended and restated certificate of incorporation provides that we will indemnify our executive officers and directors to the fullest extent permitted by the DGCL
8. 08Code of Conduct and Ethics
9. 09Corporate Governance Guidelines
10. 10The purpose of this Compensation Discussion and Analysis section is to provide a description of our compensation programs for our executive officers
11. 11Our Compensation Philosophy and Objectives
12. 12The Role of Compensation Committee
13. 13Primary Components of our Executive Compensation Program
14. 14Base Salary Core competence of the executive relative to skills, experience and contributions to us. Provides fixed compensation based on competitive market practice
15. 15Retirement Benefits Participation in our 401(k) and profit sharing plans incentivizes employee retirement savings and continued service. Provides attractive tax-deferred retirement savings vehicles for eligible executives and promotes retention of our executives over a longer-term time horizon
16. 16Additional Benefits and Perquisites NEOs were provided with a vehicle allowance and unlimited vacation balance. Consistent with offering our executives a competitive compensation program
17. 17Annual Cash Incentive Plan (ACIP)
18. 18Pre-IPO Equity-Based Compensation
19. 19For the purposes of the required tabular disclosure below, we generally reflect Class A Units in “stock” awards columns and Class C Units in “option” awards columns. Refer to the Outstanding Equity Awards at 2025 Year End table below for additional information regarding the equity awards issued to our NEOs
20. 202026 Equity Incentive Plan
21. 21Approximately 7,500,000 shares of Class A common stock as of the closing of the IPO are available for awards under the 2026 Plan. Within the share reserve, the total number of shares of Class A common stock are available for awards of incentive stock options
22. 22If any award granted under the 2026 Plan is cancelled, expired, forfeited, or surrendered without consideration or otherwise terminated without delivery of the shares to the participant, then such unissued shares will be returned to the 2026 Plan and be available for future awards under the 2026 Plan
23. 23Award Limit for Non-Employee Directors
24. 24Stock Appreciation Rights
25. 25Plan Amendments or Termination
26. 26Awards under the 2026 Plan may be subject to reduction, cancellation or forfeiture upon termination of service or failure to meet applicable performance conditions or other vesting terms
27. 27Performance Goals; Adjustment
28. 28Substitution or Assumption of Awards in Connection with an Acquisition
29. 29Equity Award Timing Practice
30. 30Other Benefits and Perquisites
31. 31Vacation, paid holidays and paid sick days
32. 32Employment Agreement with our Chief Executive Officer
33. 33In the event of Mr. Hershman’s disability, he is entitled to receive, subject to the execution of a release of claims in our favor, the payments and benefits due upon death as well as 12 months of base salary continuation
34. 34We are party to severance agreements with certain NEOs, which provide for severance benefits and payments upon qualifying terminations without cause or resignations for good reason. A summary of the material terms of these severance agreements are set forth below
35. 35Pursuant to the Severance Agreements, within 20 days following the termination of Messrs. Grubb, Catalano or Plotkin, we may determine to release them from any restrictive covenant obligations to which they are bound and terminate all severance payments and benefits
36. 36Accounting Considerations
37. 37Recovery of Erroneously Awarded Compensation
38. 38For Mr. Plotkin, amount reflects a discretionary sign-on cash bonus
39. 39Grants of Plan-Based Awards During 2025
40. 40ACIP — 91,248 364,994 547,490 — — — —
41. 41Potential Payments upon Termination or Change in Control
42. 42Potential Payment Summary
43. 43Total $ 334,392 $ 334,392
44. 44During 2025, directors who were affiliated with American Securities did not receive any fees or other compensation for their services on our board of managers
45. 45Report of the Compensation Committee
46. 46Security Ownership of Certain Beneficial Owners and Management
47. 47all of our executive officers and directors as a group
48. 48Number Percentage Number Percentage
49. 49Represents beneficial ownership of less than 1% of our outstanding common stock
50. 50CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
51. 51We used the net proceeds that we received from the IPO to purchase 23,575,000 LLC Interests from SOLV Energy Holdings LLC at a price per LLC Interest equal to the IPO price of our Class A common stock, less the underwriting discounts and commissions
52. 52Prior SOLV Energy Holdings LLC Agreement
53. 53SOLV Energy Holdings LLC Agreement
54. 54Indemnification . The SOLV Energy Holdings LLC Agreement provides for indemnification of members and their affiliates, SOLV Manager (as manager) and its officers, directors, employees and other agents and officers, directors, employees and other agents of SOLV Energy Holdings LLC, subject to specified exceptions
55. 55Management Consulting Agreements
56. 56Registration Rights Agreement
57. 57Related Person Transactions
58. 58Unit Redemption and Loan Agreement
59. 59PRINCIPAL ACCOUNTANT FEES AND SERVICES
60. 60Tax fees consist of fees for tax compliance, tax advice, and tax planning
61. 61Audit Committee Pre-Approval Policy and Procedures
62. 624.2 Specimen Stock Certificate evidencing the shares of Class A common stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1, filed on January 23, 2026)
63. 6310.3 Tax Receivable Agreement, dated as of February 10, 2026, by and among the Company and the other parties thereto (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on February 12, 2026)
64. 6410.6+ Employment Agreement, dated September 10, 2021, by and between SOLV, Inc. (predecessor to SOLV Energy, LLC), ASP SRE Holdings LP, and George Hershman (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1, filed on January 16, 2026)
65. 6510.8+ Restricted Activities Agreement, dated as of September 10, 2021, by and between ASP SRE Holdings LP and Benjamin Catalano (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1, filed on January 16, 2026)
66. 6610.10+ Severance Agreement, dated as of September 10, 2021, by and between SOLV, Inc. (predecessor to SOLV Energy, LLC) and Benjamin Catalano (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1, filed on January 16, 2026)