2024 PAY VERSUS PERFORMANCE TABLE AND SUPPORTING NARRATIVE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the company. For further information about how we align executive compensation with the company’s performance, see “Compensation Discussion & Analysis” on page 33 above.

Pay Versus Performance Table


Year	Summary Compensation Table Total for PEO⁽¹⁾		Compensation Actually Paid to PEO^(1)(2)(7)		Average Summary Compensation Table Total for Non-PEO Named Executive Officers⁽³⁾		Average Compensation Actually Paid to Non-PEO Named Executive Officers^(2)(3)(7)		Value of Initial Fixed $100 Investment Based On:				Net Income⁽⁵⁾		Operating Cash Flow to Qualifying Net Income Ratio⁽⁶⁾
Year	Summary Compensation Table Total for PEO⁽¹⁾		Compensation Actually Paid to PEO^(1)(2)(7)						Total Shareholder Return		Peer Group Total Shareholder Return⁽⁴⁾		Net Income⁽⁵⁾		Operating Cash Flow to Qualifying Net Income Ratio⁽⁶⁾
2024	$	7,207,277	$	9,482,848	$	2,436,368	$	2,868,769	$	258	$	115	$	219	1.15x
2023	$	7,131,438	$	8,610,554	$	1,888,781	$	1,797,502	$	208	$	203	$	142	1.14x
2022	$	4,801,952	$	3,630,008	$	1,715,928	$	1,430,384	$	190	$	150	$	49	6.55x
2021	$	5,235,281	$	12,824,898	$	2,131,607	$	3,951,356	$	182	$	119	$	34	4.40x

Named Executive Officers, Footnote [Text Block]

⁽¹⁾	Reflects compensation for our Chief Executive Officer, Mr. Nielsen, who served as our Principal Executive Officer (PEO) for each of the last four years.

PEO Total Compensation Amount

$ 7,207,277

$ 7,131,438

$ 4,801,952

$ 5,235,281

Adjustment To PEO Compensation, Footnote [Text Block]

⁽⁷⁾

The following adjustments were made to SCT total compensation to determine “compensation actually paid” for our NEOs. No adjustments were required in respect of pension plans, modifications to prior option grants, or dividend payments as none of these items are applicable to Dycom during the reported timeframe.

	PEO								Other NEO Average
Adjustments	2024		2023		2022		2021		2024		2023		2022		2021
Summary Compensation Table Total	$	7,207,277	$	7,131,438	$	4,801,952	$	5,235,281	$	2,436,368	$	1,888,781	$	1,715,928	$	2,131,607
Deduction for amount reported in “Stock Awards” column of the Summary Compensation Table	$	2,171,092	$	1,993,378	$	1,760,679	$	1,231,419	$	1,013,187	$	768,571	$	734,251	$	983,267
Deduction for amounts reported in “Option Awards” column of the Summary Compensation Table	$	1,477,438	$	1,369,392	$	1,193,495	$	926,138	$	211,074	$	130,093	$	90,611	$	—
Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding^(a)	$	3,812,099	$	3,198,813	$	2,388,460	$	7,914,808	$	1,398,545	$	760,357	$	601,547	$	2,378,984
Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding^(a)	$	937,718	$	958,486	$	(876,896)	$	1,848,158	$	297,844	$	137,144	$	(121,022)	$	413,974
Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY^(a)	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY^(a)	$	1,174,284	$	684,586	$	270,666	$	(15,793)	$	(39,728)	$	61,747	$	58,793	$	10,058
Deduction of the fair value at the prior FY end for awards granted in prior FY that failed to meet their vesting conditions^(a)	$	—	$	—	$	—	$	—	$	—	$	151,863	$	—	$	—
Compensation Actually Paid	$	9,482,848	$	8,610,554	$	3,630,008	$	12,824,898	$	2,868,769	$	1,797,502	$	1,430,384	$	3,951,356

^(a)

Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes.

Restricted stock units are valued based on the last sale price on the relevant measurement date. Options are valued using a Black Scholes model with assumptions established as at the relevant measurement date. Performance stock units are valued by applying the probable or actual outcome based on performance through the measurement date, multiplied by the last sale price on the relevant measurement date.


Fair Values Per Share	Grant Year
Fair Values Per Share	2024		2023		2022		2021		2020		2019		2018		2017
RSUs	$	115.18	$	92.73	$	84.53 - $94.71	$	81.14 - $94.71	$	26.34 - $94.71	$	26.34 - $120.43	$	44.51 - $82.95	$	44.51 - $109.11
Stock Options	$	48.34	$	58.67	$	50.49 - $59.27	$	58.21 - $73.64	$	9.61 - $53.22	$	4.91 - $41.57	$	12.18 - $34.71	$	10.94 - $28.77

	Grant Year
Assumed Payout Factors	2024	2023	2022	2021	2020	2019	2018
PSUs	100% - 101%	98% - 100%	0% - 100%	42% - 117%	0% - 100%	8% - 40%	0% - 17%