August 9, 2024
Dickerson Wright
Executive Chairman
NV5 Global, Inc.
200 South Park Road, Suite 350
Hollywood, FL 33021
Re: NV5 Global, Inc.
Definitive Proxy Statement on Schedule 14A
Filed April 29, 2024
File No. 001-35849
Dear Dickerson Wright:
We have limited our review of your most recent definitive proxy statement
to those issues
we have addressed in our comment(s).
Please respond to this letter by providing the requested information
and/or confirming that
you will revise your future proxy disclosures in accordance with the topics
discussed below. If
you do not believe a comment applies to your facts and circumstances, please
tell us why in your
response.
After reviewing your response to this letter, we may have additional
comments.
Definitive Proxy Statement on Schedule 14A
Pay Versus Performance, page 35
1. We note that you include Revenue and Adjusted EBITDA in your pay versus
performance
table; however, it is not clear from your disclosure which one you
designated as your
Company-Selected Measure. Item 402(v)(2)(vi) of Regulation S-K requires
that you
designate only one Company-Selected Measure, which, in your assessment,
"represents
the most important financial performance measure (that is not otherwise
required to be
disclosed in the table) used by [you] to link compensation actually paid
to [your] named
executive officers, for the most recently completed fiscal year, to
company performance."
Please ensure that you indicate which measure is your Company-Selected
Measure in the
table. You may elect to provide in the table one or more performance
measures in addition
to the Company-Selected Measure, provided that the disclosures about
those measures
"may not be misleading or obscure the required information, and the
additional
performance measures may not be presented with greater prominence than
the required
August 9, 2024
Page 2
disclosure." See Pay Versus Performance, Release No. 34 95607 (Aug.
25, 2022) [87 FR
55134 (Sept. 8, 2022)] at Section II.D.4.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Charlotte Young at 202-551-3280 or Laura Nicholson at
202-551-3584
with any questions.
Sincerely,
Division of
Corporation Finance
Disclosure Review
Program
cc: Norwood Beveridge