DEF 14A of Tutor Perini Corp, Apr 12, 2024

DEF 14A of Tutor Perini Corp

Filed Apr 12, 2024 · FY20230000077543-24-000081

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  2. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The Board, based on the recommendation of the Corporate Governance and Nominating Committee, proposed that the following nine nominees, including Shahrokh (“Rock”) Shah who is a new director nominee, be elected at the Annual Meeting, each of whom will serve until the 2025 Annual Meeting of Shareholders and until his or her successor has been duly elected and qualified, or his or her earlier death, resignation, removal or disqualification. Except for Mr. Shah, each of the nominees is currently a director of the Company and was most recently elected at the 2023 Annual Meeting of Shareholders. Michael R. Klein, who has served as a director of the Company since 1997, will be retiring as of the Annual Meeting and will not stand for re-election. Mr. Shah was recommended to the Corporate Governance and Nominating Committee by an independent director. The following individuals are the nominees for election to the Board:

  3. BOARD OF DIRECTORS

    | Name | Age | Director Since | Independent | | Ronald N. Tutor | 83 | 1997 | | | Peter Arkley | 69 | 2000 | ✓ | | Jigisha Desai | 57 | 2021 | ✓ | | Sidney J. Feltenstein | 83 | 2013 | | | Robert C. Lieber | 69 | 2014 | ✓ | | Dennis D. Oklak | 70 | 2017 | ✓ | | Raymond R. Oneglia | 76 | 2000 | ✓ | | Dale Anne Reiss | 76 | 2014 | ✓ | | Shahrokh (“Rock”) Shah | 68 | Nominee | ✓ |

  4. BOARD OF DIRECTORS

    The Board has determined that seven out of the nine nominees are independent. Detailed information about the Board’s determination of director independence is provided in the section titled “Director Independence.” The principal occupation, business experience and educational background of each director nominee are set forth below: Ronald N. Tutor has served as our Chief Executive Officer (“CEO”) since March 2000, as Chairman of the Board since July 1999, and as a director since January 1997. Mr. Tutor also served as Chairman of the Board, President and Chief Executive Officer of Tutor-Saliba Corporation (“Tutor-Saliba”), a privately held California corporation engaged in the construction industry, until Tutor-Saliba merged with the Company in September 2008. He is a Life Trustee of the Board of Trustees of the University of Southern California. With over 20 years at the Company and over 60 years in the industry, Mr. Tutor brings to the Board an industry acknowledged leadership role and in-depth knowledge of our Company and the construction industry. Mr. Tutor holds a Bachelor of Science in Finance from the University of Southern California. As previously announced, effective January 1, 2025, Mr. Tutor will transition from CEO to the role of Executive Chairman and is expected to serve in that role through December 31, 2026. Peter Arkley has served as a director since May 2000. He is currently President, National Brokerage at Alliant Insurance Services, Inc. (“Alliant”), a leading insurance and bonding brokerage firm, a position he has held since April 2024. Previously, he served as President of Alliant Retail Property and Casualty, which encompasses a nationwide footprint and 15 specialty insurance operations, from March 2022 to April 2024. Mr. Arkley also served as President of Alliant Specialty Group from April 2017 to March 2022 and Senior Managing Director, Construction Services Group of Alliant from June 2011 to April 2017. Before joining Alliant, Mr. Arkley was the Chairman and Chief Executive Officer of Aon Construction Services Group, a global insurance broker servicing the construction industry, for 18 years. He has extensive knowledge and expertise in insurance and surety and provides the Board insight on risk management and financial services. Mr. Arkley holds a Bachelor of Science in Finance from Wagner College. Jigisha Desai has served as a director since December 2021. Most recently, Ms. Desai held the position of Executive Vice President and Chief Strategy Officer at Granite Construction Incorporated (“Granite”), a prominent heavy civil infrastructure construction company, from January 2021 to December 2021. Her association with Granite dates to 1993, where she served in several key roles throughout her 28-year tenure, including as Senior Vice President and Chief Financial Officer from July 2018 to January 2021, Vice President of Corporate Finance and Treasurer from September 2013 to July 2018, Vice President and Treasurer from January 2007 to September 2013, and various other financial management roles. Since July 2020, Ms. Desai has served as a director of 1st Capital Bank, a publicly traded regional community bank. Ms. Desai previously served as a director and Audit Committee Chair of QualTek Services, Inc., a publicly traded infrastructure services provider, from February 2022 to December 2022 and a director of ElementUS Minerals, a privately held company, from January 2022 to January 2024. Ms. Desai holds the designation of Certified Treasury Professional and is an active member of the Association of Financial Professionals. She holds a Bachelor of Science in Accounting from the University of Houston and a Master of Business Administration in Corporate Finance from Golden Gate University. Ms. Desai is also an alumna of the Advanced Management Program and Women Executives on Boards from Harvard Business School. She also has a Certificate in Cyber Risk Governance and a Qualified Risk Director designation from the DCRO Institute. Sidney J. Feltenstein has served as a director since November 2013. Mr. Feltenstein has served as a Partner of DIA Equity Partners, a private equity firm, since April 2022. In addition, he served as a Senior Operating Partner of Sentinel Capital Partners, an American private equity firm focusing on mid-market companies, from February 2010 to June 2023. He retired in February 2003 from the roles of Chairman and Chief Executive Officer of Yorkshire Global Restaurants, Inc., the holding company for A&W Restaurants and Long John Silver’s, which he founded in 1994. Mr. Feltenstein serves as a director of The HoneyBaked Ham Company, TGI Fridays and Bright Star Health Care, all of which are privately held companies. In addition, he is a former Trustee and Audit Committee Chairman and is currently an Overseer and Trustee Emeritus of Boston University, and is a Trustee of One Family Health, both of which are non-profit organizations. Mr. Feltenstein brings extensive operational and marketing management expertise to the Board through various positions held over his career and through his experience as a director of other public and private companies. Mr. Feltenstein holds a Bachelor of Arts in Communications from Boston University. Robert C. Lieber has served as a director since August 2014. Mr. Lieber is the Executive Managing Director of Island Capital Group LLC, a leading international real estate merchant bank, and of C-III Capital Partners LLC, a fully-diversified asset management and commercial real estate services company, of which Island Capital Group LLC is the controlling parent. He joined the firm in July 2010, after having served under New York City Mayor Michael R. Bloomberg as Deputy Mayor for Economic Development. Mr. Lieber also has served as a member of the Board of Directors of Resource REIT, Inc. (previously Resource Real Estate Opportunity REIT, Inc.), a public non-traded real estate investment trust, since February 2018. In addition, he served as Chief Executive Officer (but not a director) of Exantas Capital Corp. (now known as ACRES Commercial Realty Corp.), a publicly traded real estate investment trust, which was managed by a subsidiary of C-III Capital Partners LLC, from September 2016 to August 2020. Mr. Lieber brings to the Board extensive expertise and insight into financial and political matters pertaining to real estate and infrastructure development projects, gained through his experience in the financial and governmental sectors. Mr. Lieber holds a Bachelor of Arts from the University of Colorado and a Master of Business Administration from the Wharton School of the University of Pennsylvania. Dennis D. Oklak has served as a director since May 2017. Mr. Oklak served as Chief Executive Officer of Duke Realty Corporation, a publicly traded real estate investment trust focused on industrial and office properties, from April 2004 to December 2015 and served as Director from April 2004 and Chairman of the Board of Directors of Duke Realty Corporation from 2005 until April 2017. Mr. Oklak serves as Lead Independent Director of Xenia Hotels and Resorts, a publicly traded lodging real estate investment trust, on whose Board of Directors he has served since February 2015. He also has served as Non-Executive Chair of the Board of Managers of ITR Concession Company LLC, lessee of the Indiana Toll Road, since March 2016. Mr. Oklak serves as Chair of the Board of the Eskenazi Health Foundation, a non-profit organization. Mr. Oklak contributes to our Board expertise in real estate, construction, consulting, operations, development and executive leadership, as well as finance, accounting and auditing expertise from nine years at Deloitte prior to joining Duke Realty Corporation. The Board also values his experience as a chief executive officer and a public company director. He holds a Bachelor of Science from Ball State University.

  5. BOARD OF DIRECTORS

    Raymond R. Oneglia has served as a director since March 2000. Since 1997, he has served as Vice Chairman of the Board of Directors of O&G Industries, Inc. (“O&G”), a Connecticut corporation engaged in the construction industry, which celebrated its 100th year in business in 2023. Before his appointment as Vice Chairman in 1997, Mr. Oneglia served in various operating and administrative capacities with O&G since 1970. Mr. Oneglia received Engineering News-Record New England’s 2023 Legacy Award in recognition of his lifetime of service to the construction industry. Mr. Oneglia’s more than 50 years of experience at O&G allow him to contribute an in-depth industry perspective to the Board. Mr. Oneglia holds a Bachelor of Science from Union College. Dale Anne Reiss has served as a director since May 2014. Ms. Reiss served as Senior Partner at Ernst & Young LLP, and its predecessor Kenneth Leventhal & Company, for over 25 years, where she was the Global and the Americas Director of Real Estate, Hospitality and Construction from 1995 until her retirement in 2008. Ms. Reiss has served as Managing Director of Artemis Advisors LLC, a real estate restructuring and consulting firm, since June 2008 and as Senior Managing Director of Brock Capital Group LLC, a boutique investment bank, and as chairman of its affiliate, Brock Real Estate LLC, both since December 2009. Ms. Reiss serves as a director, Chair of the Nominating and Governance Committee, and member of the Audit Committee of DigitalBridge Group, Inc., a publicly traded global digital infrastructure and investment management firm, since June 2019 and as a director and Chair of the Audit Committee of Starwood Real Estate Income Trust, a public non-traded real estate investment trust, since November 2017. Ms. Reiss was formerly a director, Chair of the Audit Committee and member of the Nominating and Governance Committee of iStar Inc., a publicly traded real estate investment company, from July 2008 to May 2019, and previously served on the boards of Post Properties, CYS Investments, Inc., and Care Capital Properties, Inc. prior to 2019. She is a governor of the Urban Land Institute Foundation, a non-profit organization, where she previously served as a member of its Board of Directors. Ms. Reiss brings to the Board extensive expertise in financial and accounting matters from her experience over an extended period at several major public accounting firms, her leadership experience in management and operations at those firms, and her experience as a director of other public and private companies. Ms. Reiss holds a Bachelor of Science from the Illinois Institute of Technology and a Master of Business Administration from the University of Chicago. She is a Certified Public Accountant. Shahrokh (“Rock”) Shah is a new nominee for director. Mr. Shah recently retired after serving for more than 37 years at BMO, a leading North American bank, most recently as Managing Director and Group Head of the Engineering & Construction Group at BMO Bank, a role in which he served from August 2010 to February 2024. Prior to that, Mr. Shah served as Managing Director and Group Head of the Engineering & Construction Group at BMO Capital Markets from February 2000 to July 2010, and in other roles at BMO prior to that. Since 2020, Mr. Shah has served on the Board of Directors of the private company, Pernix Group, Inc., including as Chair of its Audit Committee, and a member of its Executive Committee, Compensation Committee and Government Security Committee. In addition, he has served on the advisory board of the private company, Anvil Builders, Inc. since 2016. Mr. Shah holds a Chemical Engineering degree from the University of Toronto and a Master of Business Administration degree from Queen’s University in Kingston, Ontario. He is a registered Professional Engineer. Unless otherwise noted thereon, proxies solicited hereby will be voted for the election of each of the director nominees to hold office until the 2025 Annual Meeting of Shareholders and his or her successor is duly elected and qualified, or until his or her earlier death, resignation, removal or disqualification. Each nominee has consented to being named in this proxy statement and, if elected, each nominee has consented to serve as a director until his or her successor is duly elected and qualified, or until their earlier death, resignation, removal or disqualification. The Board does not contemplate that any nominee will be unable to serve as a director for any reason, but if that should occur prior to the meeting, proxies solicited hereby may be voted either for a substitute nominee designated by the Board, or the Board may determine to leave any such Board seat vacant until a suitable candidate is identified or reduce the size of the Board.

  6. Board Recommendation

    Board Recommendation THE TUTOR PERINI BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR ELECTION AS DIRECTOR.

  7. INFORMATION ABOUT THE BOARD OF DIRECTORS

    INFORMATION ABOUT THE BOARD OF DIRECTORS

  8. Board Composition

    Board Composition The Board currently consists of nine directors, all of whose terms expire upon the election of their successors at the Annual Meeting and upon their successors’ earlier election and qualification, or until their earlier death, resignation, removal or disqualification. As further described below, the Board and the Corporate Governance and Nominating Committee are mindful of the benefits of periodic Board refreshment and are committed to identifying the most qualified director candidates who can make a significant contribution to the Board. The Board believes that its current members possess a strong mix of skills, experience and attributes that are beneficial to the Company and our shareholders. Effective September 8, 2008 upon completion of the merger between Perini Corporation (“Perini”) with Tutor-Saliba, the Company entered into a shareholders agreement (as subsequently amended, the “Amended Shareholders Agreement”) with Mr. Tutor, as the shareholder representative, and each of the former Tutor-Saliba shareholders who became shareholders of Tutor Perini. Under the Amended Shareholders Agreement, Mr. Tutor (as the representative of the former Tutor-Saliba shareholders) has the right to designate one nominee for election as a member of the Board (and thereafter, for nomination for election), so long as Mr. Tutor and the trusts he controls (the “Tutor Group”) own at least 11.25% of the outstanding shares of the Company’s common stock. For more information, see “Certain Relationships and Related Party Transactions—Amended Shareholders Agreement.” Mr. Tutor elected to exercise his right to designate one nominee to the Board in November 2013, when he designated Mr. Feltenstein for nomination and election to the Board. The Corporate Governance and Nominating Committee reviewed Mr. Feltenstein’s qualifications and his appointment to the Board was unanimously approved by the Board.

  9. Board Refreshment

    Board Refreshment The Board recognizes the benefits of periodically refreshing its membership, taking into account the importance to the Company and its shareholders of both continuity and new perspectives. Within the past two years, two long-time directors have departed from the Board (one who did not stand for re-election and the other due to his untimely death). In addition, Mr. Klein recently notified the Board that he will be retiring from the Board effective at the Annual Meeting, following 27 years of Board service with the Company. In 2021, the Board added Ms. Desai, and the Board is now nominating Mr. Shah. The Board remains actively engaged in identifying additional highly qualified candidates in anticipation of further refreshment of its membership over the next several years. To assist the Board in this process, the Corporate Governance and Nominating Committee has retained Spencer Stuart, an executive search consulting firm, to help identify and assess potential candidates who would enhance the expertise and overall composition of the Board. The Board and Corporate Governance and Nominating Committee strive to develop a diverse pool of candidates, including consideration of each candidate’s professional experience and individual background and perspectives.

  10. Director Independence

    Director Independence The Board and the Corporate Governance and Nominating Committee annually assess its directors’ independence, pursuant to Section 303A of the NYSE Listed Company Manual. As of its most recent assessment, the Board has affirmatively determined that the following current Board members are independent directors: Mr. Arkley, Ms. Desai, Mr. Klein, Mr. Lieber, Mr. Oklak, Mr. Oneglia and Ms. Reiss. The Board also affirmatively determined that Mr. Shah, who is being nominated for election to the Board, is an independent director. In addition, Michael F. Horodniceanu, who passed away in June 2023 was also determined to be an independent director while he served on the Board during 2023. In making its determination of independence, the Board considered each director’s relationship with the Company and its management. The Board also broadly considered all relevant facts and circumstances when assessing the materiality of each of the director’s relationships with the Company. The Board considered a broad range of possible relationships, including, among others, commercial, industry, banking, consulting, legal, accounting, charitable and familial. As part of its review, the Board considered the Company’s business relationships with firms currently or previously affiliated with Mr. Arkley, Mr. Oneglia, and Mr. Shah, and concluded that those relationships were not material and, therefore, the directors and the director nominee are independent. A summary of the Board’s analysis follows: •With respect to Mr. Arkley, the Board considered the relationship between the Company and Alliant, of which Mr. Arkley is currently, President, National Brokerage, at Alliant Insurance Services, Inc., has previously served as the President of Alliant Retail Property and Casualty from March 2022 to March 2023, and as President of Alliant Specialty Group from April 2017 to March 2022. Consistent with NYSE Listed Company Manual Section 303A.02(a), the Board determined that the Company’s relationship with Alliant did not impact Mr. Arkley’s independence from Tutor Perini because of the following: (1) services provided by Alliant are supplied to Tutor Perini on terms similar to Alliant’s other clients; (2) income generated by Alliant for services provided to Tutor Perini are not material to Alliant’s U.S. or consolidated operations; (3) Mr. Arkley is not personally involved in the management of Alliant’s services provided to the Company; (4) Mr. Arkley recuses himself on all Board decisions regarding insurance; (5) Mr. Arkley does not have the authority to unilaterally negotiate Alliant’s fees charged to the Company; (6) commissions paid by the Company are a) established by arrangements negotiated between Alliant and insurance carriers, b) applied uniformly to all of Alliant’s customers and c) publicly disclosed; and (7) remuneration paid to Mr. Arkley for his role at Alliant is not directly tied to the Company’s use of Alliant’s services. Additionally, in determining Mr. Arkley’s independence, the Board considered, as it does for all of its directors, the qualitative and quantitative factors in NYSE Listed Company Manual Section 303A.02(b) and determined that none of these factors impacted Mr. Arkley’s independence: i.whether the director was employed by the Company in the last three years or has an immediate family member who was an executive officer of the Company in the last three years; ii.whether the director or an immediate family member accepted compensation from the Company in excess of $120,000 during any 12 consecutive months in the last three years, other than remuneration for services provided as a director; iii.whether a) the director is a partner or employee at the Company’s auditor, b) the director has an immediate family member who is a partner of the auditor, or who is an employee of the auditor and works on the Company’s audit, or c) the director or immediate family member was a partner or an employee of the auditor in the last three years and worked on the Company’s audit; iv.whether the director or an immediate family member is or has been in the last three years an executive officer of another entity where any of the Company’s executive officers served on the other entity’s compensation committee at the same time; and v.whether the Company made or received payments in the last three years in excess of the greater of 2% of the counterparty’s gross revenue and $1 million to an organization where a director is an employee or has an immediate family member that is an executive officer. Finally, the Board considered other qualitative factors, including those that could result in only the appearance of a lack of independence, and concluded that Mr. Arkley is independent in both fact and appearance, and that Mr. Arkley does not and will not have a direct or indirect material interest in Alliant’s transactions with the Company. •For Mr. Oneglia, the Board considered the relationship between O&G, of which Mr. Oneglia is Vice Chairman of the Board of Directors and a shareholder, and Tutor Perini, including the construction joint venture between Tutor Perini and O&G. The Board determined that the existing joint venture arrangement does not impact Mr. Oneglia’s independence from Tutor Perini because of the following: (1) the joint venture is formed for the limited purposes of performing specific contractual requirements for owners as is commonplace in the construction business; (2) Mr. Oneglia recuses himself on all Board decisions related to the joint venture between the Company and O&G; (3) Mr. Oneglia is not personally involved in the management of the joint venture; and (4) Mr. Oneglia does not have the authority to unilaterally negotiate and approve the terms of the joint venture arrangement. In addition, the full Board has, in each instance of a proposed joint venture, assured itself that the joint venture is on terms no more favorable to O&G than have been the terms of other joint ventures in which the Company has participated. The Board also considered the qualitative and quantitative factors pursuant to NYSE Listed Company Manual Section 303A.02, outlined above with respect to Mr. Arkley, and determined that none of these factors impacted Mr. Oneglia’s independence. As a result, the Board concluded that Mr. Oneglia is independent in both fact and appearance. •Until his retirement in February 2024, Mr. Shah, who is a new director nominee, served as Managing Director and Group Head of the Engineering & Construction Group at BMO Bank. The Board considered the relationship between BMO Bank and the Company including BMO Bank’s role as the Company’s lead lender and administrative agent under its 2020 credit agreement, as well as other transactions including bank debt, leases, treasury transactions, and deposit transactions, The Board considered the fact that Mr. Shah is no longer employed by, or affiliated with, BMO Bank, and that no personal benefit was accrued by Mr. Shah through the transactions between BMO Bank and the Company. The Board also considered the qualitative and quantitative factors outlined above and concluded that Mr. Shah’s former employment relationship with BMO Bank did not impact Mr. Shah’s independence. Mr. Tutor is an executive officer and employee of the Company, and Mr. Feltenstein is Mr. Tutor’s father-in-law. Accordingly, neither of them serves on standing committees reserved for independent directors.

  11. Communications with the Board

    Communications with the Board The Board welcomes the submission of any comments or concerns from shareholders, employees and other interested parties. Those who wish to communicate with the Board may submit communications in writing to Tutor Perini Corporation, 15901 Olden Street, Sylmar, California 91342 and marked to the attention of the Board of Directors or any of its committees or individual directors. All comments or concerns from shareholders and other interested parties will be forwarded directly to the appropriate Board committee or specific directors, as well as to the Company’s Compliance Officer, except that the Board has instructed our Corporate Secretary to review correspondence directed to the Board and not to forward certain items that are unrelated to the duties and responsibilities of the Board, such as resumes or business solicitations, or that are otherwise inappropriate. In order to facilitate communications with the independent directors, we have a secure telephone number (800-489-8689) whereby shareholders, employees and other interested parties may make their concerns known directly and confidentially to the independent directors, the Audit Committee or the Corporate Governance and Nominating Committee. Shareholders and other interested parties can also communicate with the independent directors via e-mail at board@tutorperini.com.

  12. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  13. CORPORATE GOVERNANCE

    | GOVERNANCE HIGHLIGHTS: | | Lead Independent Director provides strong independent leadership of our Board | | Majority Independent Board - all directors except for Mr. Tutor and Mr. Feltenstein are independent and new director nominee is an independent director | | If Proposal 4 is approved at the Annual Meeting, new majority vote standard in future uncontested elections with director resignation policy | | Annual election of directors | | Ongoing Board refreshment | | Shareholder right to call a special meeting | | Annual Board and committee self-evaluations | | Robust Board and Executive Officer stock ownership guidelines | | Active shareholder outreach and engagement | | Robust Code of Ethics | | “Clawback” policy for incentive compensation awards | | Market-standard policies limiting director memberships on other public company boards and committees | | Independent Audit, Compensation, and Corporate Governance and Nominating Committees | | Annual “say-on-pay” advisory vote | | Anti-hedging and anti-pledging policies |

  14. CORPORATE GOVERNANCE

    In response to shareholder feedback, the Board has submitted Proposal 4 for shareholder approval at the Annual Meeting in order to amend our Articles and By-Laws to adopt a majority voting standard for future uncontested director elections, and has recommended shareholders vote “for” the proposal. If the amendments to our Articles and Bylaws implementing majority voting are approved and become effective, a director resignation policy will also become effective. Under the director resignation policy, if an incumbent director does not receive more “for” than “against” votes, that director will be expected to submit a letter of resignation and within 90 days the Board will act upon the recommendation of the Corporate Governance and Nominating Committee to decide whether to accept or reject the resignation offer. For additional actions taken by the Company to address shareholder feedback related to compensation matters, see section titled “Actions Taken Based on Shareholder and Proxy Advisor Feedback” as part of the Compensation Discussion and Analysis below.

  15. EXECUTIVE COMPENSATION PROGRAM AND PRACTICES

    | Stock Ownership Policy – We maintain a stock ownership policy applicable to our NEOs, certain other executives designated by the Compensation Committee and non-management directors, under which the CEO is required to hold stock or equity-based securities valued at six times his base salary, other NEOs and other executive officers designated by the Compensation Committee are required to hold stock and equity-based securities valued at three times their base salary, and non-management directors are required to hold stock and equity-based securities valued at five times the director’s annual cash retainer. Shares owned directly or indirectly, the grant date fair value of vested and unvested stock options (“SOs”), unvested restricted stock units (“RSUs”), cash-settled performance stock units (“CPSUs”) and deferred cash awards (“DCAs”) are counted toward the guidelines. The executives and directors subject to the policy must meet the guidelines within five years of appointment. In the event an executive does not meet the guidelines within five years due to insufficient equity award grants, the individuals must retain at least 75% of net shares of the Company’s stock received as equity-based compensation since becoming subject to the guidelines. As of March 25, 2024, all NEOs, other executives so designated by the Compensation Committee, and non-management directors were in compliance with these policies. | | Clawback Policy – We maintain a clawback policy consistent with the requirements of Exchange Act Rule 10D-1 and applicable NYSE Listing Standard 303A.14. In the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive, including the NEOs, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements. | | Mitigation of Undue Risk – Our compensation program is designed to discourage undue risk-taking by our NEOs through caps on the maximum level of incentive payouts, stock ownership and retention policies, and a clawback policy. Risk identification and mitigation processes established by management and our Board’s oversight of these processes also serve to deter unacceptable risk taking. After considering these policies and processes, we do not believe that our compensation programs create risks that are reasonably likely to have a material adverse impact on the Company. | | Independent Compensation Consultant – The Compensation Committee works on an as-needed basis with an independent compensation consultant on director and executive compensation-related matters. This consultant reports directly to the Compensation Committee and provides no other services to the Company. |

  16. EXECUTIVE COMPENSATION PROGRAM AND PRACTICES

    | WHAT WE DON’T DO: | | No Dividends Paid on Unvested Equity Awards – We do not pay dividends or dividend equivalents on any unvested equity awards (for both time-based and performance-based awards). | | No Change In Control Excise Tax Gross-Ups – We have no agreements or plans in place that would provide Section 280G excise tax gross-ups to any NEO, and we will not enter into any new agreements or plans that would provide such gross-ups. | | No Repricing of Underwater Stock Options (without Shareholder Approval) – We will not reduce the exercise price of outstanding options or stock appreciation rights or cancel underwater options or stock appreciation rights in exchange for cash or another award without shareholder approval. | | No Hedging, Short Sales or Derivative Transactions in Company Stock – We prohibit all insiders (e.g., non-employee directors, executive officers and other identified employees) from engaging in hedging transactions in the Company’s securities. |

  17. Actions Taken Based on Shareholder and Proxy Advisor Feedback

    | Concern | | How We Have Been Responsive | | 1. | Level of total CEO compensation | Our proxy statements include disclosures regarding Mr. Tutor’s significant value to the Company (see section titled “Unique Factors Have Played into our Executive Compensation Decisions and Practices”) to help explain his level of compensation. Based on Mr. Tutor’s performance and value to the Company, the Compensation Committee believes that Mr. Tutor’s total compensation and compensation mix are appropriate and competitive with market practice. A significant portion of Mr. Tutor’s compensation is tied to Company performance. From 2021 through 2023, Mr. Tutor forfeited a total of approximately $9.4 million of unearned bonus and equity incentives (see section titled “Forfeitures of Unearned Performance-Based Awards”). In addition, Mr. Tutor’s total aggregate realized compensation for the last three years (see section titled “Total Realized Compensation”) was $24.9 million less than his aggregate compensation as required to be reported in the Summary Compensation Table. The Company is currently in a transition period that will result in a substantive change in its executive compensation, particularly at the CEO level. In November 2023, the Company announced, among other things, that Mr. Smalley was appointed as President and is expected to succeed Mr. Tutor as the Company’s CEO effective January 1, 2025. As CEO, Mr. Smalley will be provided a compensation package that is more closely aligned with other CEOs in our compensation benchmarking peer group. As previously disclosed, upon Mr. Smalley’s anticipated promotion to CEO, (i) his annual base salary will increase from $1.1 million to $1.2 million (ii) his target annual incentive opportunity will increase from 125% to 150% of his annual base salary, and (iii) Mr. Smalley’s target annual long-term incentive opportunity will be set at $4.0 million. This total target compensation opportunity falls below the median of CEOs in our compensation benchmarking peer group. | | 2. | Previous inclusion of private companies and U.S. subsidiaries of foreign parents in peer group | The Company eliminated the inclusion of private companies and U.S. subsidiaries of foreign parents in our compensation benchmarking and TSR peer groups. The Company’s peer groups only include publicly traded companies within the engineering and construction industry. |

  18. Actions Taken Based on Shareholder and Proxy Advisor Feedback

    | Concern | | How We Have Been Responsive | | 3. | Short-term incentive compensation performance metrics | Each year, the Company’s most critical near-term goals are re-assessed and the NEOs’ short-term incentive compensation metrics and performance targets are adjusted to align with those goals, while taking into account shareholder feedback received with respect to such metrics. In 2023, we made changes to near-term goals to place a stronger emphasis on cash generation and debt reduction, in large part due to the Company’s expected debt refinancing. Shareholders have also expressed a strong interest over the past several years in the Company’s efforts to maximize cash generation. Consequently, in 2023, the independent members of the Board and the Compensation Committee adjusted the number, type and weighting of the performance metrics used in the annual incentive compensation program, tying NEOs’ bonus payouts to: (i) operating cash flow (at an 85% weighting) and (ii) individual performance (at a 15% weighting), which included consideration of the individual’s contribution toward the Company’s safety performance (except for Mr. Tutor, whose 15% individual performance weighting was tied to succession planning). Historically, the operating cash flow metric has had a very positive incentivizing effect that has helped the Company achieve strong operating cash flow results that exceeded budgeted consolidated net income in five of the seven years since this metric was implemented (in 2017, 2019, 2020, 2022 and 2023), and record operating cash flow in 2017, 2020, 2022 and 2023. For 2024, a pre-tax income metric has been added back to the performance criteria for each NEO’s bonus in order to provide management with the appropriate incentive to focus on earnings stability, while still emphasizing the importance of cash generation. The Compensation Committee and independent members of the Board approved weighting for 2024 NEO bonuses to be measured at 65% for operating cash flow, 20% for pre-tax income and 15% for individual performance. | | 4. | Absence of relative metrics in long‑term incentive compensation program | The Company added a relative performance metric to performance-based long-term incentive awards. All performance-based long-term incentive awards granted from 2017 to 2020 included a relative total shareholder return (“TSR”) performance metric, and half of the performance-based awards granted to the Company’s CEO from 2021 to 2023 included a relative TSR performance metric. | | 5. | Short (one-year) performance periods for most long-term incentive compensation awards | The Company eliminated the use of one-year performance periods for long-term incentive compensation awards, except in limited circumstances that are subject to approval by the Compensation Committee. | | 6. | Need for a minimum vesting period for equity awards | The Company implemented an Incentive Compensation Plan that requires vesting periods of greater than one year for performance-based equity awards and at least three years for time‑based restricted stock and RSU awards for NEOs that applies to 95% of shares reserved under the Company’s omnibus incentive plan. | | 7. | Share pledging | The Company has a policy that limits any share pledging by NEOs and non-management directors to no more than 30% of the shares owned by the pledgor. No NEO or director currently has any pledged shares. |

  19. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Our executive compensation program is built upon the philosophy of “pay-for-performance” and is intended to: •Link executive compensation to the execution of our business strategy. The Company’s executive compensation program incentivizes and rewards progress toward the achievement of strategic business goals, including growing backlog and revenue, profitable project execution, and generating strong operating cash from ongoing and future projects and the successful resolution of claims and unapproved change orders. The Company added more than $6 billion of new awards to its backlog in 2023, and anticipates continued significant backlog growth given the robust pipeline of large prospective project opportunities totaling more than $32 billion that are expected to be bid in 2024 and 2025. In addition, the Company generated record operating cash flow in 2023, surpassing the prior-year record by nearly 50%, and expects continued strong cash generation in 2024 and 2025. With continued strong execution on projects in backlog and improved financial performance, key employees can earn higher performance-based incentive compensation payouts that could be further enhanced in some cases if the Company’s market valuation also improves. •Provide compensation that is highly competitive. The Company’s executive compensation program provides a highly competitive pay package to attract and retain the most qualified executive talent with the ability to secure, manage and successfully execute profitable projects. Generally, for each NEO, we set total target compensation (i.e., the sum of base salary, target annual incentive compensation and target long-term incentive compensation) that is at or above the median relative to our compensation benchmarking peer group. There is a strong need to provide highly competitive pay packages for top executives, as competition remains fierce for such talent. The Company and its industry remain at a critical point for attracting and retaining top executives. There is substantial pent-up demand following decades of underinvestment in infrastructure, and given the expected further increase in demand brought about by the Infrastructure Investment and Jobs Act of 2021 (also known as the “Bipartisan Infrastructure Law” or “BIL”), we anticipate an extraordinary period of industry growth and increase in talent need driven by large, complex civil projects over the next decade. Therefore, it is critically important that we maintain an executive compensation program that is competitively attractive and rewarding to our key executives and prospective executives. •Link a significant portion of pay to performance-based outcomes. The Company’s executive compensation program links a significant portion of each NEO’s compensation to performance-based outcomes. The Compensation Committee believes that compensation paid to executives should be closely aligned with the performance of the Company relative to pre-determined performance targets. As a result, our executive compensation program rewards executives when performance results meet or exceed pre-determined targets. As detailed below in the section titled “Elements of Compensation,” the majority of the aggregate total target compensation of our NEOs for 2023 was performance-based, or at risk, and approximately 59% of our CEO’s 2023 total target compensation was performance-based. •Align the interests of NEOs with those of our shareholders. The Company’s executive compensation program aligns the interests of our NEOs with those of our shareholders. We achieve this alignment through several means, including granting long-term equity-based compensation that fluctuates in value with share price appreciation and depreciation, as well as requiring our NEOs to maintain a meaningful level of stock ownership. The Compensation Committee reviews the Company’s compensation philosophy and objectives each year to determine if revisions are necessary in light of market conditions, the Company’s strategic goals or other relevant factors. As detailed earlier in this CD&A, the Compensation Committee has made significant improvements to our executive compensation program over the last several years in response to shareholder feedback and the Company has also worked with the Board to effect certain governance improvements.

  20. Use of Peer Groups

    Use of Peer Groups The Compensation Committee annually establishes and approves a compensation benchmarking peer group and a relative TSR peer group, each of which are described below. •Compensation Benchmarking Peer Group. Each year, the Compensation Committee assesses the competitiveness of each NEO’s total target compensation and each component of compensation (i.e., base salary, annual incentive compensation and long-term incentive compensation) against a peer group of companies. For 2023 benchmarking, the Compensation Committee selected peer group companies based on the following criteria: industry, revenue and market capitalization. Based on this selection criteria, the Compensation Committee approved the peer group composed of the following companies (“2023 Compensation Benchmarking Peer Group”), which remains unchanged from the group used for 2022 benchmarking:

  21. Use of Peer Groups

    | 2023 Compensation Benchmarking Peer Group | | | AECOM | Jacobs Solutions, Inc. | | APi Group Corporation | KBR, Inc. | | Comfort Systems USA, Inc. | MasTec, Inc. | | Dycom Industries, Inc. | MYR Group, Inc. | | EMCOR Group, Inc. | Primoris Services Corp. | | Fluor Corporation | Quanta Services, Inc. | | Granite Construction, Inc. | Tetra Tech, Inc. |

  22. Use of Peer Groups

    •Relative TSR Peer Group. In 2023, the Company granted our CEO performance-based equity awards that are earned and paid based on the Company’s TSR relative to a peer group of companies. For this purpose, the Compensation Committee selected peer group companies based on the following criteria: industry, revenue and market capitalization. Based on this selection criteria, the Compensation Committee approved the peer group composed of the following companies (“2023 Relative TSR Peer Group”), which remains unchanged from the group used for 2022 relative TSR assessment:

  23. Use of Peer Groups

    | 2023 Relative TSR Peer Group | | | AECOM | Jacobs Solutions, Inc. | | Arcosa, Inc. | MasTec, Inc. | | Comfort Systems USA, Inc. | Matrix Service Company | | Dycom Industries, Inc. | MYR Group, Inc. | | EMCOR Group, Inc. | Quanta Services, Inc. | | Fluor Corporation | Valmont Industries, Inc. | | Granite Construction, Inc. | |

  24. Use of Peer Groups

    The Compensation Committee believes that these 2023 peer groups represent industry-focused groups of companies with which Tutor Perini competes for projects and executive talent. Furthermore, the Compensation Committee believes that these peer groups provide a better representation of the competition that influences the Company’s compensation decisions, as compared to other peer groups selected and used by proxy advisory firms that consider peer companies across a wider spectrum of industries. In addition to compensation market data derived from the 2023 Compensation Benchmarking Peer Group, the Compensation Committee considered other factors when evaluating NEO compensation, including individual and corporate performance, and the inherent value to the Company that each NEO brings in performing his/her roles and responsibilities.

  25. Base Salary

    Base Salary Base salary is a fixed component of our NEOs’ total target compensation. We provide base salaries that are highly competitive to retain our NEOs and to compensate them for their service to the Company. The Compensation Committee sets base salary levels based on a number of considerations including market data derived from the Compensation Benchmarking Peer Group, individual and corporate performance, and the inherent value to the Company of each NEO’s roles and responsibilities. In connection with Mr. Soroka’s promotion to Senior Vice President and Chief Financial Officer effective November 15, 2023, the Compensation Committee approved a base salary increase from $465,000 to $575,000. In connection with Mr. Smalley’s promotion to President effective November 15, 2023, the Compensation Committee also approved a base salary increase from $1.0 million to $1.1 million. None of our other NEOs received a base salary increase during 2023.

  26. Annual Incentive Compensation

    Annual Incentive Compensation The Compensation Committee believes that offering meaningful performance-based cash compensation provides executives with an incentive to achieve the Company’s strategic goals. To provide appropriate incentives to our current NEOs, generally 40% to 65% of their target annual cash compensation (base salary and target annual incentive compensation) is comprised of an annual incentive opportunity that is paid only if the Company achieves pre-established performance goals set by the Compensation Committee. 2023 Performance Metrics As discussed earlier, for the 2023 annual incentive compensation program, the independent members of the Board approved the following performance metrics for Mr. Tutor (with respective weightings indicated): operating cash flow (85%), to place a stronger emphasis on cash generation and debt reduction, and succession planning (15%). For all other NEOs, the Compensation Committee approved the following performance metrics: operating cash flow (85%) and individual performance (15%). These metrics were chosen because: •Operating cash flow is a critical financial metric to the Company and its shareholders and consistent, strong cash generation can significantly enhance the Company’s share-price valuation; and •An individual performance metric provides the Compensation Committee with latitude to appropriately reward each NEO based on their specific contributions to the Company’s operating and strategic performance. The individual performance metric also considers each NEO’s contribution toward the Company’s safety performance, and for Mr. Smalley, his contributions towards a successful CEO transition. Overall, the Company and the Compensation Committee believe that a focus on maximizing these metrics promotes shareholder value creation over the long term and helps us achieve our business plan objectives. 2023 Annual Incentive Target Opportunity and Payout Range For 2023, the Compensation Committee established a target annual incentive opportunity for each NEO, stated as a percentage of each NEO’s base salary. Mr. Tutor’s employment agreement provides for an annual cash bonus target of 175% of base salary for the remainder of his employment as CEO through 2024, with annual decreases to 135% (for 2025) and 100% (for 2026) during his employment as Executive Chairman. Similarly, Mr. Smalley’s employment agreement provides for an annual cash bonus target of at least 125% of base salary while serving as President, with his 2023 bonus opportunity based on his pro-rated salary for 2023 and his new target bonus percentage. Mr. Soroka’s annual cash bonus target opportunity is 70% of base salary, with his 2023 bonus opportunity based on his pro-rated salary for 2023 and his new target bonus percentage. Mr. Ariqat’s annual cash bonus target opportunity is 100% of base salary, pro-rated for the period from September 1, 2023 to December 31, 2023 subsequent to the period covered by his guaranteed annual bonus. Mr. Smithson’s annual cash bonus target is 100% of base salary. Any earned bonuses are payable only if performance criteria to be established by the Compensation Committee, with the approval of the independent members of the Board, are met. The following table presents the 2023 threshold, target and maximum incentive compensation opportunities and the payouts associated with each level of achievement. Mr. Ariqat, who was appointed as an executive officer effective on September 30, 2022, received a guaranteed annual bonus payment covering the twelve-month period from September 1, 2022 to August 31, 2023, and, therefore, was eligible to participate in the 2023 annual incentive program with a pro-rated bonus opportunity for the period from September 1, 2023 to December 31, 2023. Ms. Hallgren was paid a $337,500 pro-rata target annual 2023 bonus in March 2024 pursuant to her Transition Services and Separation Agreement dated June 30, 2023 (“Separation Agreement”). Therefore, she was not eligible for incentive compensation in 2023 and is not included in the tables below.

  27. Annual Incentive Compensation

    | | 2023 Annual Incentive Compensation Payout Opportunities | | | | | Threshold | Target | Maximum | | Ronald N. Tutor | $1,615,000 | $3,325,000 | $6,650,000 | | Ryan J. Soroka (1) | $228,082 | $335,415 | $503,123 | | Gary G. Smalley (1) | $860,945 | $1,266,096 | $1,899,144 | | Ghassan M. Ariqat (2) | $158,865 | $233,333 | $350,000 | | Michael F. Smithson | $612,000 | $900,000 | $1,350,000 |

  28. Annual Incentive Compensation

    ___________________________________________________________________________________________________ (1)The above payout ranges for Mr. Soroka and Mr. Smalley reflect their prorated salary and respective increases to each NEO’s target annual incentive opportunity effective November 15, 2023. (2)The above payout ranges for Mr. Ariqat reflect the prorated period from September 1, 2023 to December 31, 2023 subsequent to the period covered by his guaranteed annual bonus. The Compensation Committee also established the annual performance metrics for the 2023 bonus program. The following table presents the 2023 threshold, target and maximum performance goals for each performance metric. The annual incentive for the cash flow from operations metric was only payable to the extent the Company achieved threshold performance goals established by the Compensation Committee at the beginning of the performance period.

  29. Annual Incentive Compensation

    | | 2023 Performance Ranges | | | | (dollars in thousands) | Threshold | Target | Maximum | | Cash flow from operations | $160,000 | $200,000 | $240,000 | | Individual performance(1) | n.a. | n.a. | n.a. |

  30. Annual Incentive Compensation

    (1)Individual performance is a subjective metric that considered factors such as the NEO’s contributions to overall Company performance; areas of improvement to the Company’s culture and work processes; talent development and succession planning; and safety. For Mr. Tutor, the individual performance rating is based on succession planning. 2023 Annual Incentive Actual Payout The following table presents the actual performance achievements and payout amounts for our NEOs’ annual incentive compensation for 2023. These annual incentives were earned in 2023 and paid in March 2024.

  31. Annual Incentive Compensation

    | | | | 2023 Annual Incentive Compensation Payout | | | | | | Metric | Actual Achievement (dollars in thousands) | | Ronald N. Tutor | Ryan J. Soroka | Gary G. Smalley | Ghassan M. Ariqat(2) | Michael F. Smithson | | Operating cash flow | $308,471 | 154.2% | $5,652,500 | $427,654 | $1,614,272 | $297,500 | $1,147,500 | | Individual performance(1) | Various | Various | 997,500 | 50,312 | 284,872 | 52,500 | 75,000 | | Total Payout | | | $6,650,000 | $477,966 | $1,899,144 | $350,000 | $1,222,500 |

  32. Annual Incentive Compensation

    ___________________________________________________________________________________________________ (1)Individual performance is a subjective metric that considered factors such as the NEO’s contributions to overall Company performance; areas of improvement to the Company’s culture and work processes; talent development and succession planning; and safety. For Mr. Tutor, the individual performance rating was based on succession planning. Achievement for NEOs other than Mr. Tutor was determined based on an assessment by the CEO and approved by the Compensation Committee. For Mr. Tutor, achievement was based on an assessment by the Compensation Committee and approved by the independent directors of the Board. (2)The above payouts for Mr. Ariqat reflect the prorated period from September 1, 2023 to December 31, 2023, subsequent to the period covered by his guaranteed annual bonus.

  33. Long-Term Incentives

    Long-Term Incentives Awards of long-term incentives have played a significant role in our executive compensation program. Historically, the Compensation Committee has granted periodic equity awards to certain key executives based upon the Company’s strategic goals, the executive’s performance and retention considerations. Equity-based awards granted in 2023 included time-based restricted stock units (“RSUs”), cash-settled performance stock units (“CPSUs”), and deferred cash awards (“DCAs”). RSUs automatically convert to shares of the Company’s common stock on a one-for-one basis upon vesting. CPSUs vest upon satisfaction of market or performance conditions and are settled in cash, based on the closing price of the Company’s common stock on the vesting date. DCAs are time-based awards indexed to the Company’s stock price and paid in cash based on the closing price of the Company’s common stock on the vesting date. In the past, the Company has also granted stock options which give the holder the right to purchase shares of the Company’s common stock subsequent to the vesting date at a defined exercise price, which must equal or exceed the fair value of the Company’s common stock on the award date. 2023 Time-Based Equity Awards Granted In 2023, the Compensation Committee approved the grants of time-based RSUs and DCAs as listed in the below table. The time-based equity awards will vest as described below subject to continued employment through each applicable vesting date. Mr. Smithson and Ms. Hallgren did not receive any time-based equity awards during 2023.

  34. Long-Term Incentives

    | Named Executive Officer | Type | Grant Date | Vesting Date | Number of Units | | Ronald N. Tutor | RSU | 03/08/2023 | (1) | 530,188 | | Ryan J. Soroka | RSU | 03/08/2023 | (1) | 30,000 | | Gary G. Smalley | DCA | 11/15/2023 | (1) | 124,379 | | Ghassan M. Ariqat | DCA | 01/26/2023 | (2) | 90,000 |

  35. Long-Term Incentives

    ___________________________________________________________________________________________________ (1)The awards will vest ratably over three years in one-third annual installments on each anniversary of the grant date. (2)The awards vest in three equal installments of 30,000 units on each of April 1, 2023, 2024 and 2025. 2023 Performance-Based Equity Awards Granted In 2023, the Compensation Committee approved the grants of performance-based CPSUs as listed in the below table. Mr. Tutor received CPSUs that vest based on the Company’s relative TSR over a three-year performance period as compared to the Company’s 2023 Relative TSR Peer Group, as well as CPSUs that vest based on the year-over-year growth in the Company’s pre-tax income averaged over the three-year performance period. The average annual growth in pre-tax income is measured from the Company’s preliminary 2023 budgeted pre-tax income of $113.4 million. Mr. Smalley and Ms. Hallgren were granted CPSUs that vest based on the Company’s annualized stock price growth over a three-year performance period ending December 31, 2025 calculated on a year-over-year basis. Mr. Soroka, Mr. Ariqat and Mr. Smithson did not receive any performance-based equity awards during 2023.

  36. Long-Term Incentives

    | | | | | Performance Ranges and Payouts | | | | | | | | | | | Threshold | | Target | | Maximum | | | Named Executive Officer | Type | Grant Date | Metric | Achievement Level | Award Payout (Shares) | Achievement Level | Award Payout (Shares) | Achievement Level | Award Payout (Shares) | | Ronald N. Tutor | CPSU | 3/8/2023 | 3-Year Relative Total Shareholder Return | 25th percentile | 132,547 | 50th percentile | 265,094 | 90th percentile | 662,735 | | Ronald N. Tutor | CPSU | 3/8/2023 | 3-Year Average Growth in Pre-Tax Income | 5 percent average annual growth | 132,547 | 8 percent average annual growth | 265,094 | 12 percent average annual growth | 530,188 | | Gary G. Smalley | CPSU | 1/1/2023 | 3-Year Annualized Stock Price Growth | 10 percent average annual growth | 119,364 | 15 percent average annual growth | 238,727 | 25 percent average annual growth | 477,454 | | Wendy A. Hallgren(1) | CPSU | 1/1/2023 | 3-Year Annualized Stock Price Growth | 10 percent average annual growth | 66,313 | 15 percent average annual growth | 132,626 | 25 percent average annual growth | 265,252 |

  37. Long-Term Incentives

    ________________________________________________________________________________________________ (1)In accordance with the terms of Ms. Hallgren’s Separation Agreement, her outstanding performance-based awards above vested on June 30, 2023 at the target payout levels. Performance-Based Equity Award Vesting Results and Payouts for 2023 In accordance with our pay-for-performance philosophy, prior year performance-based equity grants were forfeited or paid out below-target for our NEOs. The following table describes the results and payouts of performance-based equity awards that vested in 2023.

  38. Long-Term Incentives

    | Named Executive Officer | Type | Vesting Date | Metric(1) | Target Award (Shares) | Actual Achievement Level | Percent Payout (as a % of Target) | Award Payout (Shares) | | Ronald N. Tutor | CPSU | 12/31/2023 | 3-Year Relative Total Shareholder Return | 137,993 | < 25th percentile | 0% | 0 | | Ronald N. Tutor | CPSU | 12/31/2023 | 3-Year Average Growth in Pre-Tax Income | 137,993 | < 5 percent growth | 0% | 0 | | Gary G. Smalley | RSU | 11/11/2023 | 3-Year Relative Total Shareholder Return | 45,000 | < 30th percentile | 0% | 0 | | Gary G. Smalley | SO | 11/11/2023 | 3-Year Relative Total Shareholder Return | 45,000 | < 30th percentile | 0% | 0 | | Gary G. Smalley | CPSU | 12/31/2023 | 3-Year Relative Total Shareholder Return | 52,398 | < 25th percentile | 0% | 0 | | Gary G. Smalley | CPSU | 12/31/2023 | 3-Year Average Growth in Pre-Tax Income | 52,398 | < 5 percent growth | 0% | 0 | | Wendy A. Hallgren | CPSU | 6/30/2023 | 3-Year Relative Total Shareholder Return | 9,035 | (1) | 100% | 9,035 | | Wendy A. Hallgren | CPSU | 6/30/2023 | 3-Year Average Growth in Pre-Tax Income | 9,035 | (1) | 100% | 9,035 | | Wendy A. Hallgren | CPSU | 6/30/2023 | 3-Year Annualized Stock Price Growth | 132,626 | (1) | 100% | 132,626 |

  39. Long-Term Incentives

    ____________________________________________________________________________________________________ (1)In accordance with the terms of Ms. Hallgren’s Separation Agreement, her outstanding performance-based awards immediately vested on June 30, 2023 at their target payout levels.

  40. Retention, Promotion and Performance Bonus Awards

    Retention, Promotion and Performance Bonus Awards Pursuant to the terms of his employment agreement, Mr. Smithson received a deferred cash bonus payment of $200,000 on May 23, 2023, the second anniversary of his employment date. He will also receive an additional deferred cash bonus of $200,000 on the third anniversary of his employment date (May 23, 2024), contingent upon his continued employment with the Company through this date. Pursuant to a letter agreement Mr. Ariqat entered into with the Company in connection with his appointment as Executive Vice President of the Building and Specialty Contractor Groups, Mr. Ariqat received a guaranteed bonus of $700,000 for the twelve-month period starting September 1, 2022, for which the pro-rata portion of $233,333 relating to 2022 was paid in March 2023. The remaining balance of $466,667 was paid on September 1, 2023. Mr. Ariqat also received a $300,000 annual incentive compensation payment on April 1, 2023, and will receive additional $300,000 payments on each of April 1, 2024 and 2025, contingent upon his continued employment with the Company through each applicable vesting date. He was also paid a discretionary bonus of $650,000 on August 10, 2023 in appreciation of his performance and contributions to the Company.

  41. Risk Assessment

    Risk Assessment Each year, management and the Compensation Committee review our employee compensation policies, including the annual incentive compensation we provide to our NEOs in relation to market data for our peer groups, including evaluating the mix of compensation elements, performance metrics and targets, and risk management practices. Based on this review, the Company and the Compensation Committee concluded that our compensation programs are designed to appropriately align compensation with our business strategy and do not encourage behavior that could create material adverse risks to the Company. The review identified several risk mitigating factors, such as capped incentive payouts, clawback provisions and independent Compensation Committee oversight of compensation plans. Additionally, the review identified a clearly articulated philosophy, appropriately identified peer groups, use of competitive market data, and an effective use of cash and strategic equity grants that all contribute to a balanced pay program.

  42. FORFEITURES OF UNEARNED PERFORMANCE-BASED AWARDS

    | | Forfeitures of Unearned Performance-Based Awards | | | | | Annual Incentive(1) | Long-Term Equity Incentive(2) | Total | | Ronald N. Tutor | | | | | 2023 | $— | $5,577,677 | $5,577,677 | | 2022 | 1,330,000 | — | 1,330,000 | | 2021 | 1,123,834 | 1,340,100 | 2,463,934 | | Total Forfeited | $2,453,834 | $6,917,777 | $9,371,611 | | Gary G. Smalley | | | | | 2023 | $— | $3,494,650 | $3,494,650 | | 2022 | 400,000 | 1,230,299 | 1,630,299 | | 2021 | 330,273 | 1,093,595 | 1,423,868 | | Total Forfeited | $730,273 | $5,818,544 | $6,548,817 | | Michael F. Smithson | | | | | 2023 | $60,000 | $— | $60,000 | | 2022 | 166,684 | — | 166,684 | | Total Forfeited | $226,684 | $— | $226,684 | | Wendy A. Hallgren | | | | | 2023 | $— | $— | $— | | 2022 | 270,000 | — | 270,000 | | 2021 | 222,934 | — | 222,934 | | Total Forfeited | $492,934 | $— | $492,934 |

  43. CEO TOTAL REALIZED COMPENSATION COMPARED TO PROXY-REQUIRED DISCLOSURES IN SUMMARY COMPENSATION TABLE

    CEO TOTAL REALIZED COMPENSATION COMPARED TO PROXY-REQUIRED DISCLOSURES IN SUMMARY COMPENSATION TABLE Most of our NEOs’ total realized compensation over the past three years (see section titled “Total Realized Compensation” for a description of the elements included in realized compensation) was significantly lower than their reported compensation in the SCT. For 2023, Mr. Tutor’s total realized compensation was $11.6 million less than his total compensation reported in the SCT. This was primarily due to timing differences (grant dates versus payout dates) associated with certain equity awards. Mr. Tutor’s aggregate total realized compensation from 2021 to 2023 was $24.9 million less than the aggregate total compensation reported in the SCT for the same three-year period. This was primarily due to forfeitures of certain unearned equity awards and timing differences (grant dates versus payout dates) associated with certain equity awards. The substantial amount of unrealized compensation further reinforces the notion that our executive compensation is aligned with performance relative to high expectations. The following charts compare Mr. Tutor’s total realized compensation and total compensation reported in the SCT for 2023, as well as on an aggregate basis for the period from 2021 to 2023.

  44. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation earned by or granted to each of our NEOs for the years ended December 31, 2023, 2022 and 2021.

  45. Summary Compensation Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(6) | Total ($)(7) | | Ronald N. Tutor Chairman and CEO | 2023 | 1,900,000 | — | 10,666,084 | — | 6,650,000 | — | 1,429,243 | 20,645,327 | | | 2022 | 1,900,000 | — | 8,025,255 | — | 3,990,000 | — | 961,896 | 14,877,151 | | | 2021 | 1,837,502 | — | 9,557,395 | — | 2,472,239 | — | 941,784 | 14,808,920 | | Ryan J. Soroka Senior Vice President and Chief Financial Officer | 2023 | 479,173 | — | 259,800 | — | 477,966 | — | 31,485 | 1,248,424 | | Gary G. Smalley President | 2023 | 1,012,885 | — | 3,573,484 | — | 1,899,144 | — | 73,166 | 6,558,679 | | | 2022 | 1,000,000 | — | — | — | 900,000 | — | 69,616 | 1,969,616 | | | 2021 | 979,167 | — | 3,754,841 | — | 732,227 | — | 65,470 | 5,531,705 | | Ghassan M. Ariqat Executive Vice President, Building and Specialty Contractors Groups | 2023 | 700,000 | 1,416,667 | 808,200 | — | 350,000 | — | 31,952 | 3,306,819 | | | 2022 | 575,641 | 982,852 | — | — | — | — | 29,842 | 1,588,335 | | Michael F. Smithson Executive Vice President, Civil Group | 2023 | 900,000 | 200,000 | — | — | 1,222,500 | — | 30,950 | 2,353,450 | | | 2022 | 816,667 | 685,068 | — | — | 375,041 | — | 24,584 | 1,901,360 | | | 2021 | 484,847 | 614,932 | 1,548,000 | — | — | — | 15,232 | 2,663,011 | | Wendy A. Hallgren Former Executive Vice President and General Counsel(8) | 2023 | 450,000 | — | 2,593,313 | 191,000 | — | — | 2,249,359 | 5,483,672 | | | 2022 | 900,000 | — | — | — | 607,500 | — | 35,238 | 1,542,738 | | | 2021 | 816,667 | — | 647,433 | — | 494,253 | — | 34,202 | 1,992,555 |

  46. Summary Compensation Table

    ___________________________________________________________________________________________________ (1)The Compensation Committee approved an increase to Mr. Soroka’s base salary from $465,000 to $575,000 effective November 15, 2023 when he was appointed as Senior Vice President and Chief Financial Officer. The Compensation Committee approved an increase to Mr. Smalley’s base salary from $1.0 million to $1.1 million effective November 15, 2023 upon his appointment as President. Ms. Hallgren’s base salary for 2023 is the amount earned in 2023 through her June 30, 2023 separation date. (2)The amounts in column (d) represent the following: for Mr. Ariqat, for 2022, the pro-rata portion of his annual performance bonus of $249,519 related to his previous position with the Company covering the period from January 1, 2022 to August 31, 2022, a $500,000 special performance bonus for exemplary project management related to his previous position with the Company, and the pro-rata portion of a guaranteed bonus payment of $233,333 covering the period from September 1, 2022 to December 31, 2022, for 2023, the remaining pro-rata portion of his guaranteed bonus payment of $466,667, a $300,000 cash bonus paid on April 1, 2023 pursuant to his letter agreement with the Company and a discretionary bonus of $650,000 paid on August 10, 2023 in appreciation for his performance and contribution to the Company; and for Mr. Smithson, for 2021, the payment of a $250,000 signing bonus in 2021 as a result of his joining the Company and the pro-rata portion of a guaranteed bonus payment of $364,932 (75% of his salary for his first year of employment) in 2021, for 2022, the remaining pro-rata portion of his guaranteed bonus payment of $235,068 (paid in March 2023), as well as the payment of aggregate bonuses of $450,000 on May 23, 2022 (the first anniversary of his employment), consisting of a $250,000 signing bonus and a $200,000 deferred cash bonus, and for 2023, the payment of a $200,000 deferred cash bonus on May 23, 2023 (the second anniversary of his employment). Annual incentive payments appear in column (g). (3)The amounts in column (e) represent the aggregate grant date fair value of time-based RSUs, CPSUs and DCAs granted in each year. The fair value amounts are calculated in accordance with Financial Accounting Standards Board Codification 718, Stock Compensation (“ASC 718”). The basis for the grant date fair value calculations and assumptions used can be found in Note 1(m) and Note 10 of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2024. For the performance-based awards granted in 2023, the grant date fair values, assuming the highest level of performance is achieved for all performance metrics, would be $10,330,713 for Mr. Tutor, $3,604,778 for Mr. Smalley and $2,002,653 for Ms. Hallgren. As a result of the accelerated vesting of Ms. Hallgren’s outstanding stock awards in connection with her separation from the Company in 2023, her amount in column (e) for 2023 reflects the total amount of both the grant date fair value of awards granted to Ms. Hallgren in 2023, as well as the incremental fair value resulting from such modification of those same awards. For additional information about Ms. Hallgren’s stock awards, see section titled “Agreements and Arrangements with NEOs - Wendy A. Hallgren Transition Services and Separation Agreement.” (4)The amounts in column (f) represent the aggregate grant date fair value of stock options granted in each year. The fair value of these awards is calculated in accordance with ASC 718. The basis for the grant date fair value calculations and assumptions used can be found in Note 1(m) and Note 10 of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2024. As a result of the extension of the post-service exercise period of Ms. Hallgren’s outstanding stock option awards in connection with her separation from the Company in 2023, her amount in column (f) for 2023 includes the incremental fair value resulting from such modification of the options. For additional information about Ms. Hallgren’s stock options, see section titled “Agreements and Arrangements with NEOs - Wendy A. Hallgren Transition Services and Separation Agreement.” (5)The amounts in column (g) represent amounts earned as annual incentive compensation for each year and are paid early in the following year. The performance targets and achievements for 2023 are further discussed in the CD&A under the section titled “Annual Incentive Compensation.” (6)The amounts in column (i) are detailed in the separate “All Other Compensation” table below. (7)The amounts in column (j) represent the total of columns (c) through (i). (8)Ms. Hallgren’s employment as the Company’s Executive Vice President and General Counsel ended effective as of June 30, 2023. For additional information about the terms of Ms. Hallgren’s departure, see section titled “Agreements and Arrangements with NEOs - Wendy A. Hallgren Transition Services and Separation Agreement.”

  47. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023

  48. Grants of Plan-Based Awards in 2023

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: # of Shares or Units (#)(4) | All Other Option Awards: Underlying # of Securities Options (#)(4) | Exercise or Base Price of Option Awards ($/Share)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | Name | Type of Award(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | R. Tutor | | | 1,615,000 | 3,325,000 | 6,650,000 | — | — | — | — | — | — | — | | | RSU | 3/8/2023 | — | — | — | — | — | — | 530,188 | — | — | 4,591,428 | | | CPSU | 3/8/2023 | — | — | — | 132,547 | 265,094 | 662,735 | — | — | — | 3,778,942 | | | CPSU | 3/8/2023 | — | — | — | 132,547 | 265,094 | 530,188 | — | — | — | 2,295,714 | | R. Soroka | | | 228,082 | 335,415 | 503,123 | — | — | — | — | — | — | — | | | RSU | 3/8/2023 | — | — | — | — | — | — | 30,000 | — | — | 259,800 | | G. Smalley | | | 860,945 | 1,266,096 | 1,899,144 | — | — | — | — | — | — | — | | | CPSU | 1/1/2023 | — | — | — | 119,364 | 238,727 | 477,454 | — | — | | 2,573,477 | | | DCA | 11/15/2023 | — | — | — | — | — | — | 124,379 | — | — | 1,000,007 | | G. Ariqat | | | 158,865 | 233,333 | 350,000 | — | — | — | — | — | — | — | | | DCA | 1/26/2023 | — | — | — | — | — | — | 90,000 | — | — | 808,200 | | M. Smithson | | | 612,000 | 900,000 | 1,350,000 | — | — | — | — | — | — | — | | W. Hallgren | CPSU | 1/1/2023 | — | — | — | 66,313 | 132,626 | 265,252 | — | — | — | 1,429,708 | | | CPSU (7) | 6/30/2023 | — | — | — | — | — | — | 132,626 | — | — | 948,276 | | | RSU (7) | 6/30/2023 | — | — | — | — | — | — | 12,046 | — | — | 86,129 | | | CPSU (7) | 6/30/2023 | — | — | — | — | — | — | 9,035 | — | — | 64,600 | | | CPSU (7) | 6/30/2023 | — | — | — | — | — | — | 9,035 | — | — | 64,600 | | | SO (7) | 6/30/2023 | — | — | — | — | — | — | — | 50,000 | 13.00 | 191,000 |

  49. Grants of Plan-Based Awards in 2023

    ___________________________________________________________________________________________________ (1)The types of equity awards that were granted in 2023 are RSUs, CPSUs and DCAs. In addition, this table includes the incremental value of certain previously awarded stock options (“SOs”) in connection with Ms. Hallgren’s termination. RSUs automatically convert to shares of the Company’s common stock on a one-for-one basis upon vesting. CPSUs vest upon satisfaction of market or performance conditions and are settled in cash, based on the closing price of the Company’s common stock on the vesting date. DCAs are time-based awards paid in cash based on the value of the Company’s common stock on the vesting date. Stock options give the holder the right to purchase shares of the Company’s common stock subsequent to the vesting date at a defined price. (2)Columns (d), (e) and (f) present the potential performance-based annual incentive payouts achieved at threshold, target and maximum. Actual amounts earned for 2023 are reflected in the SCT. (3)Columns (g), (h) and (i) present the range, if applicable, of estimated future payouts of performance-based equity awards. (4)Columns (j) and (k) present the time-based equity awards. (5)The amounts in column (l) represent the exercise price of the nonqualified stock options, which was the closing price of the Company’s common stock on the NYSE on the date of award. (6)The amounts in column (m) represent the grant date fair value of RSUs, CPSUs and DCAs computed in accordance with ASC 718. Assumptions used in the calculation of these amounts can be found in Note 1(m) and Note 10 of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K filed with the SEC on February 28, 2024. (7)Ms. Hallgren’s outstanding equity awards immediately vested on June 30, 2023 upon her separation with the Company and the post-termination exercise periods for her outstanding stock options were extended in accordance with the terms of her Separation Agreement. As a result of these amendments, the modified awards are reported as supplemental grants to Ms. Hallgren during 2023. The amounts reported in column (m) above represent the incremental fair value of each award as of the modification date of June 30, 2023.

  50. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023

  51. Outstanding Equity Awards as of December 31, 2023

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(1) | Option Exercise Price ($/Share) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Ronald N. Tutor | 142,402 | — | — | 28.17 | 03/30/2024 | — | — | — | — | | | 248,199 | — | — | 24.05 | 12/22/2024 | — | — | — | — | | | 274,432 | — | — | 25.70 | 01/05/2028 | — | — | — | — | | | — | — | — | — | — | 832,697 | 7,577,543 | — | — | | | — | — | — | — | | — | — | 555,525 | 5,055,278(4) | | Ryan J. Soroka | — | — | — | — | — | 50,000 | 455,000 | — | — | | Gary G. Smalley | 43,096 | — | — | 17.06 | 09/01/2025 | — | — | — | — | | | 112,500 | — | — | 25.95 | 09/06/2027 | — | — | — | — | | | 42,500 | — | — | 17.83 | 11/15/2028 | — | — | — | — | | | 42,500 | — | — | 17.63 | 11/15/2029 | — | — | — | — | | | 45,000 | — | — | 13.85 | 11/11/2030 | — | — | — | — | | | — | — | — | | — | 159,311 | 1,449,730 | — | — | | | — | — | — | — | — | — | — | 238,727 | 2,172,416(4) | | Ghassan M. Ariqat | — | — | — | — | — | 60,000 | 546,000 | — | — | | Michael F. Smithson | — | — | — | — | — | 50,000 | 455,000 | — | — | | Wendy A. Hallgren | 50,000 | — | — | 13.00 | 09/19/2029 | — | — | — | — |

  52. Outstanding Equity Awards as of December 31, 2023

    (1)The stock options reported in column (c) are time-based awards and those in column (d) are performance-based awards. The amounts in column (d) are shown at the target performance level and will be adjusted for actual performance at the end of the respective performance period. (2)The RSUs, CPSUs and DCAs reported in columns (g) are time-based awards and those in column (i) are performance-based awards. The amounts included in column (i) are shown at the target performance level, with the exception of 290,431 CPSUs for Mr. Tutor, which are shown at threshold performance level, and will be settled at actual performance at the end of the respective performance period. The RSUs, CPSUs and DCAs in columns (g) and (i) are scheduled to vest in the following years:

  53. Outstanding Equity Awards as of December 31, 2023

    | Name | Award Type | 2024 | 2025 | 2026 | Total | Vesting Based On | | Ronald N. Tutor | RSU | 373,981 | 281,986 | 176,730 | 832,697 | Time | | Ronald N. Tutor | CPSU | 157,884 | 397,641 | — | 555,525 | Performance | | Ryan J. Soroka | RSU | 20,000 | 20,000 | 10,000 | 50,000 | Time | | Gary G. Smalley | CPSU | — | 238,727 | — | 238,727 | Performance | | Gary G. Smalley | RSU | 34,932 | — | — | 34,932 | Time | | Gary G. Smalley | DCA | 41,459 | 41,460 | 41,460 | 124,379 | Time | | Ghassan M. Ariqat | DCA | 30,000 | 30,000 | — | 60,000 | Time | | Michael F. Smithson | RSU | 50,000 | — | — | 50,000 | Time | | | | 708,256 | 1,009,814 | 228,190 | 1,946,260 | |

  54. Outstanding Equity Awards as of December 31, 2023

    (3)The amounts in columns (h) and (j) are determined by multiplying the number of shares by the closing price ($9.10) of the Company’s common stock on the NYSE on December 29, 2023, the last trading day of the year. (4)Awards represent CPSUs, which vest upon satisfaction of market or performance conditions and are settled in cash based on the closing price of the Company’s common stock on the vesting date.

  55. 2023 Option Exercises and Stock Vested Table

    2023 Option Exercises and Stock Vested Table

  56. 2023 Option Exercises and Stock Vested Table

    | | Options Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting ($)(2) | | Ronald N. Tutor | — | — | 197,251 | 1,709,743 | | Ryan J. Soroka | — | — | 40,000 | 684,300 | | Gary G. Smalley | — | — | 79,932 | 1,156,750 | | Ghassan M. Ariqat | — | — | 30,000 | 185,100 | | Michael F. Smithson | — | — | 50,000 | 296,500 | | Wendy A. Hallgren | — | — | 162,742 | 1,166,376 |

  57. 2023 Option Exercises and Stock Vested Table

    ___________________________________________________________________________________________________ (1)Represents the gross number of shares earned upon vesting of stock awards, without deduction for shares that may have been withheld to satisfy applicable tax withholding obligations. The number of shares shown for Mr. Soroka and Mr. Smalley include 30,000 and 45,000 RSUs, respectively, that were settled in cash at the guaranteed minimum payout of $20 per unit. The number of shares for Mr. Ariqat represents 30,000 DCAs vested that were settled in cash. (2)Reflects the value at the closing price of the common stock on the settlement date, except for the values of 30,000 RSUs held by Mr. Soroka and 45,000 RSUs held by Mr. Smalley, each of which included a guaranteed payout at a minimum per share price of $20.

  58. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each NEO (other than Ms. Hallgren, whose actual separation payments and benefits received in connection with termination from the Company are described above under “Agreements and Arrangements with NEOs - Wendy A. Hallgren Transition Services and Separation Agreement”) has an agreement that provides for the payment of specified severance benefits upon the following termination events: death, disability, termination by the Company for cause or by executive without good reason, termination by the Company without cause or by executive with good reason, or in connection with a change in control. All change in control payments and benefits are subject to a “double trigger,” meaning that payments are made only when both of the following occur: (1) a change in control of the Company and (2) a qualifying termination of employment. Ronald N. Tutor Certain payments would be payable to Mr. Tutor in the event of his termination. The amounts depend upon the circumstances surrounding his termination as follows, assuming the triggering event occurred on December 31, 2023:

  59. Potential Payments Upon Termination or Change in Control

    | Triggering Event | | Bonus ($)(1) | Benefits ($)(2) | O/S Equity Awards ($)(3) | Cash Lump Sum ($)(4) | Total ($) | | A. | Death | — | 219,231 | 9,433,197 | — | 9,652,428 | | B. | Disability | — | 2,796,459 | 9,433,197 | — | 12,229,656 | | C. | Termination by Employer for Cause or by Executive without Good Reason | — | 2,796,459 | — | — | 2,796,459 | | D. | Termination by Employer without Cause or by Executive with Good Reason | 6,650,000 | 2,864,397 | 9,433,197 | 10,450,000 | 29,397,594 | | E. | Change in Control Termination | 6,650,000 | 2,898,366 | 27,275,743 | 15,675,000 | 52,499,109 |

  60. Potential Payments Upon Termination or Change in Control

    ____________________________________________________________________________________________________ (1)The annual incentive compensation for 2023 performance would be due to Mr. Tutor at the time payment is made to all executives under Events D and E. No payment would be due under Events A, B or C. As of December 31, 2023, Mr. Tutor was not owed any unearned annual incentive. Subsequent to December 31, 2023, the Compensation Committee approved a $6,650,000 annual incentive compensation bonus for Mr. Tutor for 2023 performance and payment has since been made to him. This amount is shown as payable as of December 31, 2023 under Events D and E above. Should Events D or E occur during any calendar year, a pro-rata bonus would be due to Mr. Tutor at the time payment is made to all executives for the calendar year in which the event occurs. (2)Benefits include vacation, life insurance and health insurance. Termination under all Events would result in payment for accrued vacation (30 days at December 31, 2023, valued at $219,231). Events B, C, D and E would require the continuation of life insurance benefits providing for the payment of $10.0 million in the event of Mr. Tutor’s death through the earlier of April 12, 2031 or his death (total remaining premiums estimated at $2,577,228 at December 31, 2023). Event D would require continuation of health insurance benefits for Mr. Tutor and his covered dependents for 24 months (estimated at $67,938 at December 31, 2023 based on then applicable Consolidated Omnibus Budget Reconciliation Act (“COBRA”) premiums), or payment of an after-tax amount with which Mr. Tutor could obtain comparable coverage. Event E would require continuation of health insurance benefits for Mr. Tutor and his covered dependents for 36 months (estimated at $101,907 at December 31, 2023 based on then applicable COBRA premiums), or payment of an after-tax amount with which Mr. Tutor could obtain comparable coverage. (3)Mr. Tutor had 832,697 RSUs and 845,956 CPSUs (target performance assumed) outstanding at December 31, 2023. The table below represents the value of the outstanding RSUs and CPSUs quantified using the Company’s closing share price of $9.10 on December 29, 2023, the last trading day of the year, assuming the triggering events occurred on December 31, 2023. Under Events A, B and D, CPSUs are paid out at the end of the performance period based on actual performance. As of December 31, 2023, 203,918 of the outstanding CPSU awards were considered likely to vest based on actual performance measured against the performance criteria through that point. The likelihood of vesting for the remainder of the CPSU awards is considered remote as they are not projected to meet the performance criteria. As a result, the value of 203,918 CPSU awards are included in the table below for Events A, B or D. Under Event E, CPSUs are paid out at target performance and Mr. Tutor also receives a cash payment equal to the amount of his future scheduled annual RSU grants, for a total of $12 million at December 31, 2023. Mr. Tutor had no unvested stock options outstanding as of December 31, 2023.

  61. Potential Payments Upon Termination or Change in Control

    | Triggering Event | | RSUs ($) | CPSUs ($) | Total ($) | | A. | Death | 7,577,543 | 1,855,654 | 9,433,197 | | B. | Disability | 7,577,543 | 1,855,654 | 9,433,197 | | C. | Termination by Employer for Cause or by Executive without Good Reason | — | — | — | | D. | Termination by Employer without Cause or by Executive with Good Reason | 7,577,543 | 1,855,654 | 9,433,197 | | E. | Change in Control Termination | 19,577,543 | 7,698,200 | 27,275,743 |

  62. Potential Payments Upon Termination or Change in Control

    (4)A cash lump sum would be due in the amount of two times the sum of Mr. Tutor’s annual salary and target bonus in the case of Event D; and three times the sum of Mr. Tutor’s annual salary and target bonus in the case of Event E. Ryan J. Soroka Certain payments would be payable to Mr. Soroka in the event of his termination. The amounts depend upon the circumstances surrounding his termination as follows, assuming the triggering event occurred on December 31, 2023:

  63. Potential Payments Upon Termination or Change in Control

    | Triggering Event | | Bonus ($)(1) | Benefits ($)(2) | O/S Equity Awards ($)(3) | Cash Lump Sum ($)(4) | Total ($) | | A. | Death | — | 24,880 | 455,000 | — | 479,880 | | B. | Disability | — | 24,880 | 455,000 | — | 479,880 | | C. | Termination by Employer for Cause or by Executive without Good Reason | — | 24,880 | — | — | 24,880 | | D. | Termination by Employer without Cause or by Executive with Good Reason | 477,966 | 24,880 | 455,000 | 1,221,882 | 2,179,728 | | E. | Change in Control Termination | 477,966 | 24,880 | 455,000 | 1,629,176 | 2,587,022 |

  64. Potential Payments Upon Termination or Change in Control

    ___________________________________________________________________________________________________ (1)The annual incentive compensation for 2023 performance would be due to Mr. Soroka at the time payment is made to all executives under Events D and E. No payment would be due under Events A, B or C. As of December 31, 2023, Mr. Soroka was not owed any unearned bonus. Subsequent to December 31, 2023, the Compensation Committee approved the annual incentive compensation bonus of $477,966 for 2023 and payment has been made to him. This amount has been shown as payable as of December 31, 2023 under Events D and E above. Should Events D or E occur during any calendar year, a pro-rata bonus would be due to Mr. Soroka at the time payment is made to all executives for the calendar year in which the event occurs. (2)Benefits include vacation and health insurance. Termination under all Events would result in payment for accrued vacation (11 days at December 31, 2023, valued at $24,880). (3)Mr. Soroka had 50,000 RSUs outstanding at December 31, 2023. The amounts represent the value of the outstanding RSUs quantified using the Company’s closing share price of $9.10 on December 29, 2023, the last trading day of the year, assuming the triggering events occurred on December 31, 2023. (4)A cash lump sum would be due in the amount of one and one-half times the sum of Mr. Soroka’s annual salary and target bonus in the case of Event D; and two times the sum of Mr. Soroka’s annual salary and target bonus in the case of Event E. Gary G. Smalley Certain payments would be payable to Mr. Smalley in the event of his termination. The amounts depend upon the circumstances surrounding his termination as follows, assuming the triggering event occurred on December 31, 2023:

  65. Potential Payments Upon Termination or Change in Control

    | Triggering Event | | Bonus ($)(1) | Benefits ($)(2) | O/S Equity Awards ($)(3) | Cash Lump Sum ($)(4) | Total ($) | | A. | Death | 1,899,144 | 54,471 | 3,622,146 | — | 5,575,761 | | B. | Disability | 1,899,144 | 54,471 | 3,622,146 | — | 5,575,761 | | C. | Termination by Employer for Cause or by Executive without Good Reason | — | 54,471 | — | — | 54,471 | | D. | Termination by Employer without Cause or by Executive with Good Reason | 1,899,144 | 122,409 | 3,622,146 | 3,418,471 | 9,062,170 | | E. | Change in Control Termination | 1,899,144 | 122,409 | 3,622,146 | 4,557,962 | 10,201,661 |

  66. Potential Payments Upon Termination or Change in Control

    ___________________________________________________________________________________________________ (1)The annual incentive compensation for 2023 performance would be due to Mr. Smalley at the time payment is made to all executives under Events A, B, D and E. No payment would be due under Event C. As of December 31, 2023, Mr. Smalley was not owed any unearned bonus. Subsequent to December 31, 2023, the Compensation Committee approved a $1,899,144 annual incentive compensation bonus for Mr. Smalley for 2023 performance and payment has been made to him. This amount is shown as payable as of December 31, 2023 under Events A, B, D and E above. Should Events A, B, D or E occur during any calendar year, a pro-rata bonus would be due to Mr. Smalley at the time payment is made to all executives for the calendar year in which the event occurs. (2)Benefits include vacation and health insurance. Termination under all Events would result in payment for accrued vacation (13 days at December 31, 2023, valued at $54,471). Events D and E would require continuation of health insurance benefits for Mr. Smalley and his covered dependents for 24 months (estimated at $67,938 at December 31, 2023 based on then applicable COBRA premiums), or payment of an after-tax amount with which Mr. Smalley could obtain comparable coverage. (3)Mr. Smalley had 34,932 RSUs, 238,727 CPSUs (target performance assumed) and 124,379 DCAs outstanding at December 31, 2023. The table below represents the value of the outstanding RSUs, CPSUs and DCAs quantified using the Company’s closing share price of $9.10 on December 29, 2023, the last trading day of the year, assuming the triggering events occurred on December 31, 2023. Mr. Smalley had no unvested stock options outstanding as of December 31, 2023.

  67. Potential Payments Upon Termination or Change in Control

    | Triggering Event | | RSUs ($) | CPSUs ($) | DCAs ($) | Total ($) | | A. | Death | 317,881 | 2,172,416 | 1,131,849 | 3,622,146 | | B. | Disability | 317,881 | 2,172,416 | 1,131,849 | 3,622,146 | | C. | Termination by Employer for Cause or by Executive without Good Reason | — | — | — | — | | D. | Termination by Employer without Cause or by Executive with Good Reason | 317,881 | 2,172,416 | 1,131,849 | 3,622,146 | | E. | Change in Control Termination | 317,881 | 2,172,416 | 1,131,849 | 3,622,146 |

  68. Potential Payments Upon Termination or Change in Control

    (4)A cash lump sum would be due in the amount of one and one-half times the sum of Mr. Smalley’s annual salary and target bonus in the case of Event D; and two times the sum of Mr. Smalley’s annual salary and target bonus in the case of Event E. Ghassan M. Ariqat Certain payments would be payable to Mr. Ariqat in the event of his termination. The amounts depend upon the circumstances surrounding his termination as follows, assuming the triggering event occurred on December 31, 2023:

  69. Potential Payments Upon Termination or Change in Control

    | Triggering Event | | Bonus ($)(1) | Benefits ($)(2) | O/S Equity Awards ($)(3) | Cash Lump Sum ($)(4) | Total ($) | | A. | Death | — | 39,038 | 546,000 | — | 585,038 | | B. | Disability | — | 39,038 | 546,000 | — | 585,038 | | C. | Termination by Employer for Cause or by Executive without Good Reason | — | 39,038 | — | — | 39,038 | | D. | Termination by Employer without Cause or by Executive with Good Reason | 350,000 | 39,038 | 546,000 | 2,100,000 | 3,035,038 | | E. | Change in Control Termination | 350,000 | 39,038 | 546,000 | 2,800,000 | 3,735,038 |

  70. Potential Payments Upon Termination or Change in Control

    ___________________________________________________________________________________________________ (1)The annual incentive compensation for 2023 performance would be due to Mr. Ariqat at the time payment is made to all executives under Events D and E. No payment would be due under Events A, B or C. As of December 31, 2023, Mr. Ariqat was not owed any unearned bonus. Subsequent to December 31, 2023, the Compensation Committee approved the annual incentive compensation bonus of $350,000 for 2023 and payment has been made to him. This amount has been shown as payable as of December 31, 2023 under Events D and E above. Should Events D or E occur during any calendar year, a pro-rata bonus would be due to Mr. Ariqat at the time payment is made to all executives for the calendar year in which the event occurs. (2)Benefits include vacation. Termination under all Events would result in payment for accrued vacation (15 days at December 31, 2023, valued at $39,038). (3)Mr. Ariqat had 60,000 DCAs outstanding at December 31, 2023. The amounts represent the value of the outstanding DCAs quantified using the Company’s closing share price of $9.10 on December 29, 2023, the last trading day of the year, assuming the triggering events occurred on December 31, 2023. (4)A cash lump sum would be due in the amount of one and one-half times the sum of Mr. Ariqat’s annual salary and target bonus in the case of Event D; and two times the sum of Mr. Ariqat’s annual salary and target bonus in the case of Event E. Michael F. Smithson Certain payments would be payable to Mr. Smithson in the event of his termination. The amounts depend upon the circumstances surrounding his termination as follows, assuming the triggering event occurred on December 31, 2023:

  71. Potential Payments Upon Termination or Change in Control

    | Triggering Event | | Bonus ($)(1) | Benefits ($)(2) | O/S Equity Awards ($)(3) | Cash Lump Sum ($)(4) | Total ($) | | A. | Death | — | 27,260 | 455,000 | — | 482,260 | | B. | Disability | — | 27,260 | 455,000 | — | 482,260 | | C. | Termination by Employer for Cause or by Executive without Good Reason | — | 27,260 | — | — | 27,260 | | D. | Termination by Employer without Cause or by Executive with Good Reason | 1,222,500 | 74,045 | 455,000 | 2,900,000 | 4,651,545 | | E. | Change in Control Termination | 1,222,500 | 74,045 | 455,000 | 3,800,000 | 5,551,545 |

  72. Potential Payments Upon Termination or Change in Control

    ___________________________________________________________________________________________________ (1)The annual incentive compensation for 2023 performance would be due to Mr. Smithson at the time payment is made to all executives under Events D and E. No payment would be due under Events A, B or C. As of December 31, 2023, Mr. Smithson was not owed any unearned bonus. Subsequent to December 31, 2023, the Compensation Committee approved the annual incentive compensation bonus of $1,222,500 for 2023 performance and payment has been made to him This amount has been shown as payable as of December 31, 2023 under Events D and E above. Should Events D or E occur during any calendar year, a pro-rata bonus would be due to Mr. Smithson at the time payment is made to all executives for the calendar year in which the event occurs. (2)Benefits include vacation and health insurance. Termination under all Events would result in payment for accrued vacation (8 days at December 31, 2023, valued at $27,260). Events D and E would require continuation of health insurance benefits for Mr. Smithson and his covered dependents for 18 months (estimated at $46,785 at December 31, 2023 based on then applicable COBRA premiums), or payment of an after-tax amount with which Mr. Smithson could obtain comparable coverage. (3)Mr. Smithson had 50,000 RSUs outstanding at December 31, 2023. The amounts represent the value of the outstanding RSUs quantified using the Company’s closing share price of $9.10 on December 29, 2023, the last trading day of the year, assuming the triggering events occurred on December 31, 2023. (4)A cash lump sum would be due in the amount of one and one-half times the sum of his annual salary and target bonus, plus an amount equal to any unpaid deferred compensation ($200,000 as of December 31, 2023) in the case of Event D; and two times the sum of Mr. Smithson’s annual salary and target bonus, plus an amount equal to any unpaid deferred compensation ($200,000 as of December 31, 2023) in the case of Event E.

  73. CEO PAY RATIO DISCLOSURE

    CEO PAY RATIO DISCLOSURE The SEC’s rules for identifying the median-compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratio. In order to identify the median-compensated employee, we identified our employee population as of December 31, 2023. We selected total compensation paid to our employees from January 1, 2023 to December 31, 2023 (per IRS Form W-2 data for U.S. employees, and total salary and wages earned for non-U.S. employees) as our consistently applied compensation measure. We ranked all employees (other than the CEO) based on this consistently applied compensation measure and identified our median-compensated employee. The annual total compensation of the median-compensated employee was $52,009. The 2023 total compensation of Mr. Tutor, our CEO, as measured for reporting in the SCT, was $20,645,327. The ratio of the annual total compensation of our CEO to the annual total compensation of the median-compensated employee was 397 to 1. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records, as well as the methodology we used to identify the median-compensated employee.

  74. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE 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 the compensation actually paid to our NEOs and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, please refer to the Compensation Discussion and Analysis above.

  75. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | SCT Total Compensation for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average SCT Total Compensation for Other NEOs ($)(1) | Average Compensation Actually Paid to Other NEOs ($)(2) | Cumulative TSR ($)(3) | Peer Group Cumulative TSR ($)(4) | Net Income (Loss) ($) (in '000s)(5) | Operating Cash Flows ($) (in '000s)(6) | | 2023 | 20,645,327 | 18,808,306 | 3,790,209 | 3,432,177 | 70.76 | 246.68 | (127,597) | 308,471 | | 2022 | 14,877,151 | 3,156,802 | 2,098,057 | 799,889 | 58.71 | 206.01 | (192,572) | 206,971 | | 2021 | 14,808,920 | 11,178,721 | 3,926,577 | 2,922,122 | 96.19 | 180.24 | 134,150 | (148,454) | | 2020 | 8,156,049 | 9,549,387 | 2,797,146 | 1,946,058 | 100.70 | 120.70 | 152,337 | 172,772 |

  76. PAY VERSUS PERFORMANCE

    ___________________________________________________________________________________________________ (1)The dollar amounts reported in column (b) and (d) are the amounts reported for Mr. Tutor and, for the NEOs other than Mr. Tutor as a group, the average of the amounts reported for such individuals as a group, in each case, for each of the corresponding years in the “Total” column of the SCT. Other NEOs for 2023 included Mr. Soroka, Mr. Smalley, Mr. Ariqat, Mr. Smithson and Ms. Hallgren. Other NEOs for 2022 included Mr. Smalley, Mr. Ariqat, Mr. James A. Frost, Ms. Hallgren and Mr. Smithson. Other NEOs for 2021 included Mr. Smalley, Mr. Frost, Ms. Hallgren and Mr. Smithson. Other NEOs for 2020 included Mr. Smalley, Mr. Frost, Ms. Hallgren and Mr. Jean J. Abiassi. (2)The dollar amounts reported in columns (c) and (e) represent the amount of compensation actually paid (“CAP”) to the CEO and average CAP to all other NEOs, as a group, respectively, in each case as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by these individuals. CAP is calculated for a given fiscal year by adjusting the officer’s total compensation, as reported in the “Total” column of the SCT, for certain amounts related to equity awards as described with respect to 2023 below.

  77. PAY VERSUS PERFORMANCE

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Name and Year | SCT Total ($) | Less: Amounts Reported as "Stock Awards" in the SCT ($) | Less: Amounts Reported as "Option Awards" in the SCT ($) | Add: Year End Fair Value of Outstanding and Unvested Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Add: Fair Value as of Vesting Date for Awards Granted and Vested in the Current Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Less: Fair Value at the End of the Prior Year of Equity Awards that Forfeited in the Current Year ($) | Compensation Actually Paid ($) | | CEO | | | | | | | | | | | Ronald N. Tutor | | | | | | | | | | | 2023 | 20,645,327 | (10,666,084) | — | 8,305,442 | 333,481 | — | 220,498 | (30,358) | 18,808,306 | | Aggregate Average Information | | | | | | | | | | | Other NEOs | | | | | | | | | | | 2023 | 3,790,209 | (1,446,959) | (38,200) | 864,350 | 32,529 | 226,675 | 6,211 | (2,638) | 3,432,177 |

  78. PAY VERSUS PERFORMANCE

    (3)The cumulative TSR for the Company and the Company’s peer group is calculated, assuming a fixed investment of $100 on December 31, 2019 (which represents the last trading day before the earliest fiscal year as reported in the above table). (4)The peer group used for this purpose is the Dow Jones U.S. Heavy Construction Index. (5)The dollar amounts reported represent the amount of net income (loss) reflected in the Company’s audited financial statements for the applicable year. (6)The most important financial performance measure used by the Company to link compensation actually paid to the NEOs for 2023 to Company performance (other than TSR, which is already included in the above Pay Versus Performance Table) is operating cash flow, as reported in the Company’s Consolidated Statements of Cash Flows as reported within its audited financial statements under the caption “Net Cash Provided by (Used in) Operating Activities” for each applicable year.

  79. Analysis of NEO Compensation Actually Paid vs. Cumulative TSR, Net Income (Loss) and Operating Cash Flow

    Analysis of NEO Compensation Actually Paid vs. Cumulative TSR, Net Income (Loss) and Operating Cash Flow As discussed further in the section titled “Compensation Discussion and Analysis”, the primary elements of compensation for NEOs include base salary, non-equity annual incentive compensation, and long-term equity-based incentives, which can include time-based and performance-based equity awards. The following graphs show the relationship between the CAP to the CEO and the average CAP to other NEOs and each of the Company’s cumulative TSR, net income (loss), operating cash flow and peer index cumulative TSR for the years ended December 31, 2023, 2022, 2021 and 2020. Compensation Actually Paid (CAP) and Cumulative TSR Compensation Actually Paid (CAP) and Net Income (Loss) Compensation Actually Paid (CAP) and Operating Cash Flow Company Cumulative TSR and Peer Index Cumulative TSR

  80. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Our Compensation Committee recommends the level of compensation to be paid to our Board. Periodically, the Compensation Committee reviews the functions being performed by the Board and its committees, as well as board compensation paid by the Company’s publicly traded peer group companies, in order to determine whether director compensation is appropriate. The Company’s director compensation is slightly below the peer group median. Fees for our non-management directors consist of an annual cash retainer fee of $80,000, payable in cash or common stock at each director’s option, plus an annual equity retainer in the amount of $150,000 payable in shares of common stock on the business day following the annual meeting of shareholders. Directors also receive $900 per Board meeting attended in person and $300 per Board meeting attended telephonically. Members of the Audit Committee receive $2,000 per committee meeting attended in person and $500 per committee meeting attended telephonically. The Audit Committee Chair receives an annual retainer of $20,000 and the Compensation Committee Chair receives an annual retainer of $10,000 for services on their respective committees. Members of the Compensation and Corporate Governance and Nominating Committees receive $900 per committee meeting attended in person and $300 per committee meeting attended telephonically. The Lead Independent Director also receives an additional annual retainer of $20,000 based on the increased responsibilities associated with this role. In addition to these fees, an ad hoc Dispute Resolution Advisory Committee was formed in 2019 to consult with management regarding settlement offers and strategies with respect to certain outstanding claims and disputes. The Board approved a $10,000 annual cash retainer for serving as the Chair of this committee and a $900 meeting fee for each meeting attended in person and a $300 meeting fee for attending telephonically. A Special Committee was also formed in 2019 to consider potential strategic transactions, and the Board approved a $25,000 monthly cash fee for serving as the Chair of this committee and a $15,000 monthly meeting fee for attending meetings for each other member of this committee. There were no meetings of the Dispute Resolution Advisory Committee or the Special Committee in 2023. The table below summarizes the total compensation earned by each of the non-management directors serving in 2023.

  81. DIRECTOR COMPENSATION

    | (a) | (b) | (c) | (d) | | Name | Fees Earned (Paid in Cash or Stock) ($)(1) | Stock Awards ($)(2) | Total ($)(3) | | Peter Arkley | 88,304 | 149,996 | 238,300 | | Jigisha Desai | 98,904 | 149,996 | 248,900 | | Sidney J. Feltenstein | 84,204 | 149,996 | 234,200 | | Michael R. Klein (4) | 129,204 | 149,996 | 279,200 | | Robert C. Lieber | 110,104 | 149,996 | 260,100 | | Dennis D. Oklak | 98,304 | 149,996 | 248,300 | | Raymond R. Oneglia | 87,804 | 149,996 | 237,800 | | Dale Anne Reiss | 119,804 | 149,996 | 269,800 | | Michael F. Horodniceanu (5) | 80,604 | 149,996 | 230,600 |

  82. DIRECTOR COMPENSATION

    ___________________________________________________________________________________________________ (1)The amounts in column (b) represent fees paid for the annual cash retainer, committee Chair retainers, Lead Independent Director retainer and attendance (live or telephonically) at Board and committee meetings, as described above. For Mr. Klein, this includes $10,000 for serving as the Chair of the ad hoc Dispute Resolution Advisory Committee. The following table presents the cash and equity components of the $80,000 annual cash retainer for the directors who elected to receive all or a portion of this retainer in shares of the Company’s common stock:

  83. DIRECTOR COMPENSATION

    | | Share | | | Cash Payment ($) | Total ($) | | Name | Amounts # | Price ($) | Value ($) | | | | Jigisha Desai | 14,134 | 5.66 | 79,998 | 2 | 80,000 | | Sidney J. Feltenstein | 14,134 | 5.66 | 79,998 | 2 | 80,000 | | Michael R. Klein | 14,134 | 5.66 | 79,998 | 2 | 80,000 | | Robert C. Lieber | 14,134 | 5.66 | 79,998 | 2 | 80,000 | | Raymond R. Oneglia | 7,067 | 5.66 | 39,999 | 40,001 | 80,000 |

  84. DIRECTOR COMPENSATION

    (2)The amounts in column (c) present the fair value of the shares granted in 2023 based on the fair market value on the date of grant in accordance with ASC 718. The 2023 annual stock grant made to each director was based on the closing price of the Company’s common stock on the NYSE on the date of grant. As of December 31, 2023, none of our non-management directors had any outstanding equity awards. (3)The amounts in column (d) represent the total of columns (b) and (c). (4)Mr. Klein announced his retirement effective at the end of his term at the Annual Meeting. (5)Mr. Horodniceanu passed away on June 22, 2023.