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Get filing alertsDycom expands Board to 11 members with two independent director appointments
Filed August 4, 2026 · Period ending August 4, 2026 · ~1 min read
Key Changes
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Appointed David J. Fallon (former Vertiv CFO) and Michael C. Lenz (former FedEx CFO) as independent directors effective August 4, 2026, expanding Board from 9 to 11 members.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Both directors bring financial and operational expertise from large-scale infrastructure and logistics companies; Fallon from Vertiv (data center infrastructure) and Lenz from FedEx (Fortune 50 logistics operations).
Exhibit 99.1 view on EDGAR → -
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New directors will serve until the 2027 Annual Meeting, when they will stand for shareholder election, and receive prorated standard non-employee director compensation.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
Dycom Industries expanded its Board of Directors from nine to eleven members by appointing two independent directors with relevant financial and operational backgrounds. David Fallon most recently served as CFO at Vertiv Holdings, a digital infrastructure company serving data centers and communication networks that align with Dycom's telecommunications infrastructure customer base. Michael Lenz brings experience as CFO of FedEx Corporation, where he managed large-scale, asset- and labor-intensive operations similar to Dycom's business model.
Both appointments strengthen the Board's financial oversight and operational expertise as Dycom continues to serve telecommunications and utility customers. The directors were determined independent under NYSE requirements and will stand for shareholder election at the 2027 Annual Meeting. This is a routine governance enhancement with no immediate operational or strategic implications for shareholders.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On August 4, 2026, the Board of Directors (the “Board”) of Dycom Industries, Inc. (the “Company”) appointed each of Mr. David J. Fallon and Mr. Michael C. Lenz to its Board, effective the same date.
The company appointed two new directors to its Board effective August 4, 2026. Both appointees were determined to be independent under NYSE requirements and the company's governance guidelines. The Board expanded from nine to eleven members to accommodate these appointments.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
Mr. Fallon and Mr. Lenz were each appointed for a term to expire concurrently with the terms of the other members of the Board at the Company’s calendar year 2027 Annual Meeting of Shareholders, at which each of Mr. Fallon and Mr. Lenz will stand for election.
Both new directors will serve until the 2027 Annual Meeting of Shareholders, at which point they will stand for election by shareholders. This aligns their terms with the existing Board members and subjects them to shareholder approval within the standard governance cycle.
Added in current filing · verify on EDGAR →
Each of Mr. Fallon and Mr. Lenz will be entitled to director compensation consistent with that of other non-employee directors, as further described under the caption “Director Compensation” in the Company’s proxy statement for its 2026 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on April 16, 2026. Each of Mr. Fallon’s and Mr. Lenz’s compensation will be prorated based upon the date he was appointed to the Board
The new directors will receive the same compensation structure as other non-employee directors, with their initial compensation prorated from their August 4, 2026 appointment date. The specific compensation details are referenced in the company's April 2026 proxy statement.
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
Dycom Industries, Inc. (NYSE: DY) today announced the appointment of David Fallon and Michael Lenz to its Board of Directors, effective August 4, 2026.
Dycom added two new directors to its Board effective August 4, 2026. David Fallon brings financial expertise from his role as CFO at Vertiv Holdings, a critical digital infrastructure company, while Michael Lenz served as CFO at FedEx Corporation, bringing experience managing large-scale logistics operations. Both directors add financial and operational expertise relevant to Dycom's telecommunications infrastructure business.
Show 2 minor / wording changes
Added in current filing · view on EDGAR →
Mr. Fallon most recently served as Chief Financial Officer at Vertiv Holdings Co. (NYSE: VRT), a global leader in critical digital infrastructure for applications in data centers, communication networks, and commercial and industrial environments. Prior to Vertiv, he spent eight years at CLARCOR, Inc., serving in progressive financial leadership roles including Chief Financial Officer. Mr. Fallon also previously served as Chief Financial Officer at Noble International Ltd.
David Fallon has over 25 years of financial management experience, most recently as CFO at Vertiv Holdings, a company focused on data center and digital infrastructure markets that align with Dycom's customer base. He also served as CFO at CLARCOR and Noble International, bringing M&A, investor relations, and cash flow generation expertise.
Added in current filing · view on EDGAR →
Mr. Lenz most recently served as Executive Vice President and Interim Chief Financial Officer at Hexcel Corporation (NYSE: HXL), a global leader in advanced composite materials. Prior to Hexcel, he spent eighteen years in executive leadership at FedEx Corporation (NYSE: FDX), most recently as Executive Vice President and Chief Financial Officer. Mr. Lenz also spent over a decade at American Airlines Group Inc. (NASDAQ: AAL), serving in leadership roles across finance, investor relations, logistics, and planning.
Michael Lenz brings experience as CFO of FedEx Corporation, a Fortune 50 logistics company, where he managed large-scale, asset- and labor-intensive operations similar to Dycom's business model. He also served as interim CFO at Hexcel Corporation and held leadership roles at American Airlines, bringing expertise in financial strategy, M&A integration, and enterprise optimization.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 5, 2026 · How we verify