🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A). Think of it as an invitation and information packet for Southland Holdings' upcoming annual shareholder meeting. Its main jobs are to tell shareholders what will be voted on and to provide key details about the company's leadership, pay, and governance so shareholders can make informed decisions.

👉 The big picture: You're being asked to vote on two main things: electing the board of directors and ratifying the choice of the company's auditor.

🏢 What The Company Does

In simple terms, Southland Holdings is a major player in heavy civil construction. They build complex infrastructure projects like bridges, tunnels, marine structures, and water resource systems across North America.

Business Model: They execute large, often technically challenging projects for both public (government) and private clients.
Key Fact: This company was formed through a merger (a "Business Combination") with a special purpose acquisition company (SPAC) called Legato II in February 2023.

🗳️ The Main Event: Shareholder Meeting

Your official invite to the party.

Date: Wednesday, June 10, 2026, at 9:30 a.m. Central Time.
Format: Virtual Only at www.virtualshareholdermeeting.com/SLND2026.
Record Date: You must have owned stock by April 16, 2026, to vote.
How to Vote: You can vote online, by phone, or by mail before the meeting. If you attend the virtual meeting, you can also vote then.

👉 Why it matters: This is your chance as a shareholder to have a voice on key company decisions, even if you can't be there in person.

🏛️ Proposal 1: Electing the Board of Directors

The board oversees the company and represents shareholders. Seven directors are nominated, each to serve a one-year term.

The Nominees (The "Who's Who")

The board is a mix of company operators and independent experts. The key theme is deep industry experience, especially in construction.

Frank Renda (CEO): The leader with nearly 30 years at Southland. He's also the acting Chairman.
Tim Winn (COO): Operations chief with 30 years of technical project execution experience.
Rudy Renda (COO): Another 30-year veteran, overseeing water and bridge projects. (Frank's cousin).
Gregory Monahan: Independent director from the investment/SPAC world (Crescendo Partners, Legato Merger Corps).
Izzy Martins: Independent director. CFO of Symbotic Inc., former CFO of Avis Budget Group.
Mario Ramirez: Independent director. Investment banking and advisory background (Avalon Net Worth).
Tan Parker: Newest director (joined May 2025). Texas State Senator with experience in finance, AI, and legislation.

👉 Why it matters: You're voting to approve this team. The heavy concentration of long-tenured operators (the Rendas and Winn) means continuity, while the independents bring outside financial and governance expertise.

💼 Proposal 2: Ratify the Auditor

The Audit Committee has selected Grant Thornton LLP (GT) as the independent accounting firm for 2026. Shareholders are asked to ratify this choice.

Fees: In 2025, GT billed $1.112 million for audit services. No non-audit fees were billed.

👉 Why it matters: This is a routine "check-in" vote. Approving the auditor is a standard item that gives shareholders oversight on the firm checking the company's books.

💰 Executive Compensation Deep Dive

This section details how much the top bosses got paid in 2025.

The Pay Package: Salaries, Bonuses, and Stock

Pay is a mix of fixed salary, discretionary bonuses, and stock awards that vest over time.

Executive	2025 Total Comp	Key Note
Frank Renda (CEO)	$1.68 Million	Includes $750k salary, no cash bonus, $650k in stock awards, and $283k in "other" (car allowance, personal guarantee fees, 401k match).
Tim Winn (COO)	$1.10 Million	Includes $500k salary, no cash bonus, $300k in stock awards, and $304k in "other."
Rudy V. Renda (COO)	$1.06 Million	Similar structure to Tim Winn.
Keith Bassano (New CFO)	$921k	Includes a $175k cash bonus and his first significant stock awards.

The Stock Awards: Unvested Wealth

A huge portion of executive pay is in Restricted Stock Units (RSUs) that haven't vested yet. As of Dec 31, 2025:

Frank Renda held $940,486 in unvested RSUs.
Tim & Rudy Renda each held $368,477 in unvested RSUs.
Keith Bassano held $304,670 in unvested RSUs.

👉 Why it matters: This structure ties executive wealth to the company's future stock price. The lack of cash bonuses for the top three in 2025 is notable. The "other" compensation includes a $150,000 annual "personal guarantee fee" paid to Frank, Tim, and Rudy.

⚠️ Ownership & Related Party Risks

This is a crucial section for understanding who really controls Southland.

A "Controlled Company"

The company is officially a "controlled company" because one shareholder, Frank Renda, owns over 50% of the voting power. Specifically:

Frank Renda: 51.4% of voting shares.
Rudy V. Renda: 17.0% of voting shares.
Combined insider group (8 people): 73.4% of voting shares.

👉 Why it matters: This means the Renda family and insiders can effectively control all shareholder votes. While the company says it follows all standard governance rules now, as a controlled company, it could choose to opt out of some requirements in the future.

Interesting Related Party Transactions

Real Estate Deal: In July 2024, the company sold and leased back three properties for $42.5 million. The buyer entity has a 25% indirect ownership by Frank and Rudy Renda. The company paid $5.0 million to this related party in 2025 for lease payments.
Personal Guarantees: CEO Frank Renda once provided a personal guarantee on a $20 million credit line. This guarantee was terminated in March 2026.

👉 Why it matters: These transactions are legal but require scrutiny. The Audit Committee is supposed to approve them to ensure they're fair to the company, not just a good deal for the insiders.

🧠 The Analogy

Southland is like a family-owned construction empire that recently took a public "company jet." The founding family (the Rendas) and their longtime co-pilot (Tim Winn) still own most of the jet and sit in the cockpit. They've hired some experienced navigators (the independent directors) to help with the flight plan and keep things safe, but the family still decisively controls the destination.

🧩 Final Takeaway

The headline here is concentrated control. While the proxy details standard votes on directors and auditors, the underlying story is that Southland Holdings is run by a tight-knit group of executives who, along with their families, own a massive majority of the company. Shareholders are essentially voting to ratify the continued leadership of this core team.

SLND Annual Vote Underscores Renda Family's Dominant Control