📜 What This Document Is ℹ️

This document is a Proxy Statement (DEF 14A). Think of it as the detailed instruction manual and report card for Shimmick Corporation's Annual Meeting of Stockholders. It is required by the SEC to ensure that shareholders have all the necessary information before voting on major company decisions.

The main goal of this filing is to inform you about the proposals to be voted upon, including electing directors and ratifying the external accounting firm. 👉 This statement guides shareholders on how to exercise their voting rights for the 2026 Annual Meeting.

🏢 What Shimmick Does 🏞️

Shimmick Corporation operates in the infrastructure sector, focusing on large-scale, complex projects, particularly in water and civil engineering. The company's work is crucial for building and maintaining the physical systems—from water treatment plants to flood control systems—that modern communities rely on.

The company’s focus is on generating reliable and resilient infrastructure. 👉 Their work not only supports core community needs (like clean water) but also plays a role in mitigating major risks, such as flooding and sea-level rise.

📝 2025 Strategic Transition and Management Outlook 📈

The letter from Executive Chairman Mitchell B. Goldsteen summarizes the company’s performance and strategy for 2025. The Board views 2025 as a critical "period of transition," and management advanced several core strategic goals.

Shimmick focused on three core priorities throughout the year:

• Disciplined Growth: Growing the business by only pursuing projects that align perfectly with Shimmick’s core technical strengths.
• De-risking: Actively completing and exiting legacy, lower-margin, and non-core projects to simplify the business.
• Operational Improvement: Strengthening operational discipline and controlling costs across all activities.

From a financial standpoint, this focus was successful: the project mix shifted toward core capabilities, contributing to improved margins, while revenue from non-core projects declined as planned.

🌐 Governance and Board Structure Changes 🏛️

This section details the foundational rules and leadership structure of the company. The Board is focused on maintaining strong corporate governance, ensuring accountability, and adapting its structure as the company transforms.

The Board is currently composed of six members, but the directors plan to reduce the size of the Board to five members immediately following the Annual Meeting.

• The Leadership Split: The Board maintains a separation between the role of the Executive Chairman (currently Mitchell B. Goldsteen) and the Chief Executive Officer (Ural Yal). This separation is intended to help the Board better evaluate the performance of management.
• Independence: The Board must adhere to Nasdaq listing rules, and while they currently rely on the "controlled company" exemption, they confirm that their Audit Committee is composed of fully independent directors.

📅 Annual Meeting and Key Dates 🗓️

The Proxy Statement establishes critical dates and logistical details for all shareholders. Knowing these dates is essential for participating in the vote.

• Annual Meeting Date: Tuesday, June 2, 2026, at 11:00 a.m., Eastern Time.
• Meeting Location: The meeting will be held virtually at the URL: www.virtualshareholdermeeting.com/SHIM2026.
• Record Date: Monday, April 20, 2026. Only shareholders of record on this date are entitled to vote all shares held.

🗳️ Actions Required by Shareholders ⬆️

This section outlines the two main proposals shareholders will vote on, which require an affirmative vote to pass. Voting is required to approve the fundamental direction of the company and its external financial oversight.

1. Election of Directors: Shareholders vote to elect five current nominees for one-year terms, expiring at the 2027 Annual Meeting.
   • The nominees are: Mitchell B. Goldsteen, Geoffrey E. Heekin, Joseph A. Del Guercio, Peter Kravitz, and Ural Yal.
   • 👉 If a nominee fails to receive the required vote, they must tender an irrevocable offer of resignation for the Governance Committee to consider.
2. Audit Firm Ratification: Shareholders vote to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for Fiscal 2026.
   • The Board unanimously recommends voting "FOR" this ratification, which supports maintaining the relationship with Deloitte.

📋 Corporate Policies and Ethical Oversight ⚖️

The company has several formal policies in place to guide behavior, manage risk, and ensure compliance. These policies protect the company's reputation and the rights of its shareholders.

• Related Party Transactions Policy: This policy requires that the Audit Committee (or disinterested directors) approve any transaction involving an executive, director, or 5%+ owner's immediate family, preventing potential conflicts of interest.
• Insider Trading Policy: Directors and officers are prohibited from trading the company’s securities while in possession of material, non-public information (MNPI). They must also pre-clear all transactions with the Corporate Secretary.
• Anti-Hedging Policy: Directors and senior officers are explicitly prohibited from pledging the company’s securities as collateral for a loan or hedge.

💰 Director and Officer Compensation Summary 💸

This section details how executive and director compensation is structured. It is important because compensation structures reveal the financial cost of maintaining leadership and governance.

The compensation is complex, involving salary, cash bonuses, and Restricted Stock Units (RSUs), which are unvested shares of stock that the executive earns over time.

Summary Compensation for Named Executive Officers (NEOs) in 2025:

• Ural Yal (CEO): Total compensation was $1,547,445 (Salary: $800,000; Bonus: -; RSUs: $720,000).
• Todd Yoder (CFO): Total compensation was $1,116,534 (Salary: $311,540; Bonus: $125,000; RSUs: $350,000).
• Mitchell B. Goldsteen (Executive Chairman): Total compensation was $411,521 (Salary: $400,005; Bonus: -; RSUs: -).

👉 Elective Awards: The CEO and CFO received multiple grants of RSUs that are subject to vesting over several years (e.g., Yal's grants vest in three equal installments on Dec 2, 2025, Dec 2, 2026, and Dec 2, 2027).

📑 Audit and Accounting Oversight Details ✅

The Audit Committee plays the most crucial role in financial governance, as it oversees the integrity of the financial statements and the independent auditors.

• Deloitte & Touche LLP (Auditor): The Audit Committee reviewed Deloitte's performance and determined that the firm is well-qualified and independent.
  • Fees: The total aggregate fees billed to Deloitte Entities for 2025 were $1,826,896, which was an increase from $1,770,850 in 2024.
  • Audit Fees: Notably, the Audit Fees themselves increased significantly from $1,770,850 in 2024 to $1,450,000 in 2025.
• Audit Committee Composition: It is composed of three independent directors: Joseph A. Del Guercio (Chair), Geoffrey E. Heekin, and Peter Kravitz.
• Committee Meetings: The Audit Committee held four meetings in fiscal 2025.

🌱 Sustainability and Corporate Responsibility Practices 🌍

Shimmick emphasizes its commitment to social and environmental governance. Since its core business is infrastructure, these efforts directly address global needs for sustainable development.

• Environmental Focus (Water): The company highlights that its water infrastructure projects incorporate systems for treating and repurposing wastewater, which helps conserve precious freshwater resources.
• Safety Metrics: The company reports that for the 2025 fiscal year, the Total Recordable Incident Rate (TRIR) was 1.39 incidents per 100 full-time equivalent employees. Although the TRIR increased compared to the prior year, the company achieved a 33.3% reduction in its lost time incident rate.
• Community Focus: They actively engage in partnering with disadvantaged business enterprises for subcontracting opportunities and maintaining an ethics hotline for reporting misconduct.

🧑‍💼 Executive Roles and Offers 💼

This section provides deep insight into the leaders running the company. It covers the specific terms and compensation packages for key employees.

• Ural Yal (CEO): Appointed effective December 2, 2024. His compensation package included a sign-on bonus of $400,000 (RSUs) and an annual grant of $600,000 (RSUs).
  • Severance: If terminated for reasons other than Cause, or if he resigns for Good Reason, he is entitled to an amount equal to 12 months of his base salary (at the rate on his termination date).
• Todd Yoder (CFO): Appointed effective April 14, 2025. His package included a $125,000 cash sign-on bonus and an equity sign-on bonus of $100,000 (RSUs).
  • Severance: If terminated for reasons other than Cause, or if he resigns for Good Reason, he is entitled to 12 months of his base salary (at the rate on his termination date).

📞 Investor Relations and Contact Information 📍

If you have questions about the filing or the company, this section provides essential contact information.

For additional questions, shareholders should contact:

• Company: Shimmick Corporation
• Address: 530 Technology Drive, Suite 300, Irvine, CA 92618
• Attention: Investor Relations
• Phone: (949) 704-2350

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🧠 The Analogy 🚂

Think of the annual proxy statement like a train’s comprehensive itinerary. The trains are the company’s business operations, and the conductor (the Board) needs to guide the train from one station to the next. This document doesn't just list the current schedule (the financials); it explains the rules for the journey (the governance policies), the maintenance crew (the Audit Committee and Deloitte), and who is in charge of the engine (the CEOs and other executives). It is a detailed map telling everyone where the train is going, who is steering it, and what rules must be followed to keep the journey safe and on schedule.

🧩 Final Takeaway ✨

Shimmick is in a deliberate phase of transition, moving away from riskier, lower-margin projects to focus solely on its core, strategic infrastructure strengths. The governance and leadership sections confirm a deep focus on accountability and oversight, while the financial summaries show stable, predictable compensation structures tied to long-term service and vesting milestones.