Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 30, 2021, Dycom Industries, Inc. (the "Company") announced the
appointment of Stephen C. Robinson as a director. Mr. Robinson is a retired
partner of the law firm of Skadden, Arps, Slate, Meagher & Flom and practiced in
their litigation department with a focus on government enforcement and white
collar investigations. Mr. Robinson has previously served as a U.S. District
Judge for the U.S. District Court for the Southern District of New York from
2003 to 2010, for which he was nominated by former President George W. Bush. He
was also a former U.S Attorney for the District of Connecticut from 1998 to 2001
and was the Principal Deputy General Counsel for the Federal Bureau of
Investigation from 1993 to 1995. Mr. Robinson has also served in multiple
leadership and management roles, including as the Chief Executive Officer of
Empower New Haven from 2002 to 2003 and as the Chief Compliance Officer of Aetna
U.S Healthcare from 1996 to 1998. He currently is a trustee of several
nonprofits, including Cornell University, Weill Cornell Medicine, The New York
Community Trust and the Lincoln Center for the Performing Arts. In connection
with Mr. Robinson's appointment, the Company's Board of Directors approved a
resolution to increase the number of board members from seven to eight. The
appointment, effective December 30, 2021, is for a term extending until the
Company's 2022 Annual Meeting of Shareholders.
The Board of Directors has not made a determination as to whether Mr. Robinson
will be named to any committees of the Board of Directors.
Mr. Robinson's compensation for service as a non-employee director will be
consistent with that of the Company's other non-employee directors, subject to
proration to reflect the commencement date of his service on the Board. The
non-employee director compensation program is described under the caption
"Director Compensation" in the Company's proxy statement for its 2021 Annual
Meeting of Shareholders filed with the Securities and Exchange Commission on
April 15, 2021.
Mr. Robinson is not a party to any arrangement or understanding regarding his
appointment as an officer, and does not have any family relationship with any of
the Company's executive officers or directors. Mr. Robinson is not a party to
any transaction with the Company that would be required to be disclosed pursuant
to Item 404(a) of Regulation S-K.
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DYCOM INDUSTRIES, INC. 
