DEF 14A of Tutor Perini Corp, Apr 4, 2025

DEF 14A of Tutor Perini Corp

Filed Apr 4, 2025 · FY20240000077543-25-000068

Open on EDGAR

  1. BOARD OF DIRECTOR NOMINEES

    BOARD OF DIRECTOR NOMINEES The Board of Directors (the “Board”), based on the recommendation of the Corporate Governance and Nominating Committee, proposed that the following ten nominees be elected at the Annual Meeting, each of whom will serve until the 2026 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. With the exception of Mr. Smalley, who was appointed by the directors to the Board effective January 1, 2025, each of the nominees was most recently elected at the 2024 Annual Meeting of Shareholders.

  2. BOARD OF DIRECTOR NOMINEES

    | Name | Age | Director Since | Independent | Committee Memberships | | | Other Public Company Boards | | | | | | Audit | Compensation | Corporate Governance and Nominating | | | Ronald N. Tutor Executive Chairman & Former CEO Tutor Perini Corporation | 84 | 1997 | No | | | | | | Gary G. Smalley Chief Executive Officer & President Tutor Perini Corporation | 66 | 2025 | No | | | | | | Peter Arkley President, National Brokerage Alliant Insurance Services, Inc. | 70 | 2000 | Yes | | | | | | Jigisha Desai Retired EVP & Chief Strategy Officer Granite Construction Incorporated | 58 | 2021 | Yes | M + | | C | | | Sidney J. Feltenstein Managing Partner DIA Equity Partners | 84 | 2013 | No | | | | | | Robert C. Lieber * Executive Managing Director Island Capital Group LLC | 70 | 2014 | Yes | M + | M | | | | Dennis D. Oklak Retired Chairman & CEO Duke Realty Corporation | 71 | 2017 | Yes | M + | C | | 1 | | Raymond R. Oneglia Vice Chairman O&G Industries, Inc. | 77 | 2000 | Yes | | | M | | | Dale Anne Reiss Retired Global Director of Real Estate, Hospitality & Construction, Ernst & Young | 77 | 2014 | Yes | C + | | M | 2 | | Shahrokh (“Rock”) Shah Retired Managing Director & Group Head E&C, BMO Bank | 69 | 2024 | Yes | M + | M | | |

  3. BOARD OF DIRECTOR NOMINEES

    * Lead Independent Director + Audit Committee Financial Expert C Chairperson M Member _____________________________________________________________________________________________________________________________________________________________________________________________________________ ii Tutor Perini Corporation | 2025 Proxy Statement

  4. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  5. CORPORATE GOVERNANCE

    | GOVERNANCE HIGHLIGHTS: | | Lead Independent Director provides strong independent leadership of our Board | | Majority Independent Board - all directors except for Mr. Tutor, Mr. Smalley, and Mr. Feltenstein are independent | | New majority voting standard in 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 | | Board and Executive Officer stock ownership guidelines | | Active shareholder outreach and engagement | | Robust Code of Ethics | | Dodd-Frank compliant Clawback policy | | 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 |

  6. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  7. BOARD OF DIRECTOR NOMINEES

    BOARD OF DIRECTOR NOMINEES The Board, based on the recommendation of the Corporate Governance and Nominating Committee, proposed that the following ten nominees be elected at the Annual Meeting, each of whom will serve until the 2026 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. With the exception of Mr. Smalley, who was appointed by the directors to the Board effective January 1, 2025, each of the nominees was most recently elected at the 2024 Annual Meeting of Shareholders.

  8. BOARD OF DIRECTOR NOMINEES

    | Name | Age | Director Since | Independent | Committee Memberships | | | Other Public Company Boards | | | | | | Audit | Compensation | Corporate Governance and Nominating | | | Ronald N. Tutor Executive Chairman & Former CEO Tutor Perini Corporation | 84 | 1997 | No | | | | | | Gary G. Smalley Chief Executive Officer & President Tutor Perini Corporation | 66 | 2025 | No | | | | | | Peter Arkley President, National Brokerage Alliant Insurance Services, Inc. | 70 | 2000 | Yes | | | | | | Jigisha Desai Retired EVP & Chief Strategy Officer Granite Construction, Incorporated | 58 | 2021 | Yes | M + | | C | | | Sidney J. Feltenstein Managing Partner DIA Equity Partners | 84 | 2013 | No | | | | | | Robert C. Lieber * Executive Managing Director Island Capital Group LLC | 70 | 2014 | Yes | M + | M | | | | Dennis D. Oklak Retired Chaiman & CEO Duke Realty Corporation | 71 | 2017 | Yes | M + | C | | 1 | | Raymond R. Oneglia Vice Chairman O&G Industries, Inc. | 77 | 2000 | Yes | | | M | | | Dale Anne Reiss Retired Global Director, Real Estate, Hospitality & Construction, Ernst & Young | 77 | 2014 | Yes | C + | | M | 2 | | Shahrokh (“Rock”) Shah Retired Managing Director & Group Head E&C, BMO Bank | 69 | 2024 | Yes | M + | M | | |

  9. BOARD OF DIRECTOR NOMINEES

    * Lead Independent Director + Audit Committee Financial Expert C Chairperson M Member _____________________________________________________________________________________________________________________________________________________________________________________________________________ The principal occupation, business experience and educational background of each director nominee are set forth below:

  10. BOARD OF DIRECTOR NOMINEES

    | Ronald N. Tutor | | Age: 84 | | Director Since: 1997 | | Board Role: Executive Chairman | | Independent: No | | Professional Experience and Highlights | | • Chairman of the Company since 1999 and Chief Executive Officer, March 2000 – December 2024 | | • Chairman of the Board, President and Chief Executive Officer of Tutor-Saliba Corporation, a privately held company, until its merger with the Company in 2008 | | • Life Trustee of the University of Southern California | | Education, Certifications & Associations | | • Bachelor of Science in Finance, University of Southern California | | Select Skills and Qualifications | | Mr. Tutor brings to the Board extensive knowledge of the Company’s business and strategy. His over 25 years at the Company and over 62 years in the construction industry provides the Board with unique perspective and industry-acknowledged leadership. |

  11. BOARD OF DIRECTOR NOMINEES

    | Gary G. Smalley | | Age: 66 | | Director Since: 2025 | | Board Role: Director | | Independent: No | | Professional Experience and Highlights | | • Chief Executive Officer of the Company since January 2025 and President since November 2023; and Executive Vice President and Chief Financial Officer, September 2015 – November 2023 | | • Senior Vice President and Controller with Fluor Corporation (“Fluor”), a multinational engineering and construction firm; Group Chief Financial Officer for one of Fluor’s business segments, 2008-2015; and Vice President of Internal Audit and several other financial operations management roles in Australia, Chile, Mexico and the United States over his 24-year tenure at Fluor | | • Audit positions with Ernst & Young LLP and J.P. Stevens and Company | | Education, Certifications & Associations | | • Bachelor of Science in Business Administration, University of North Carolina at Chapel Hill | | • Master of Business Administration, Northwestern University | | • Certified Public Accountant (inactive) | | • Certified Fraud Examiner (inactive) | | • Chartered Global Management Accountant (inactive) | | Select Skills and Qualifications | | Mr. Smalley brings over 30 years of engineering and construction industry experience to the Board. Throughout his career, he has gained an in-depth knowledge of domestic and international project operations, litigation and dispute resolution, risk management and financial matters. |

  12. BOARD OF DIRECTOR NOMINEES

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  13. BOARD OF DIRECTOR NOMINEES

    | Peter Arkley | | Age: 70 | | Director Since: 2000 | | Board Role: Director | | Independent: Yes | | Professional Experience and Highlights | | • President, National Brokerage at Alliant Insurance Services, Inc. (“Alliant”), a leading insurance and bonding brokerage firm, since April 2024; President of Alliant Retail Property and Casualty, which encompasses a nationwide footprint and 15 specialty insurance operations, March 2022 – April 2024; President of Alliant Specialty Group, April 2017 – March 2022; and Senior Managing Director, Construction Services Group of Alliant, June 2011 – April 2017 | | • Chairman and Chief Executive Officer of Aon Construction Services Group, a global insurance broker servicing the construction industry, 1999-2011 | | Education, Certifications & Associations | | • Bachelor of Science in Finance, Wagner College | | Select Skills and Qualifications | | With over 30 years of insurance industry experience, Mr. Arkley has extensive knowledge and expertise in insurance and sureties with specific background relating to construction services. He provides the Board with valuable insights on risk management and financial services. |

  14. BOARD OF DIRECTOR NOMINEES

    | Jigisha Desai | | Age: 58 | | Director Since: 2021 | | Board Roles: | | • Corporate Governance and Nominating Committee Chair | | • Audit Committee Member | | Independent: Yes | | Professional Experience and Highlights | | • Retired Executive Vice President and Chief Strategy Officer at Granite Construction Incorporated (“Granite”), a prominent heavy civil infrastructure construction company, January – December 2021; Granite’s Senior Vice President and Chief Financial Officer July 2018 – January 2021; Vice President of Corporate Finance and Treasurer, September 2013 – July 2018; and various other financial management roles at Granite, 1993 – 2013 | | • Director of Central States, employee-owned producer of metal roof, siding, and packages for buildings, since April 2024 | | • Former Director of ElementUS Minerals, a privately held company until 2024 | | Education, Certifications & Associations | | • Bachelor of Science in Accounting, University of Houston | | • Master of Business Administration in Corporate Finance, Golden Gate University | | • Certified Treasury Professional (inactive) | | • Alumna of the Advanced Management Program and Women Executives on Boards, Harvard Business School | | • Certificate in Cyber Risk Governance and a Qualified Risk Director Designation, DCRO Institute | | Other Public Company Board Service | | • Former Director of 1st Capital Bank, from 2020 until 2024 when it was acquired | | • Former Director and audit committee chair of QualTek Services, Inc., February – December 2022 | | Select Skills and Qualifications | | Ms. Desai’s distinguished 30-year career encompasses extensive experience in the construction industry and as a qualified financial expert, board director, and strategic leader with a focus on corporate finance, risk management, business leadership, and corporate strategy. |

  15. BOARD OF DIRECTOR NOMINEES

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  16. BOARD OF DIRECTOR NOMINEES

    | Sidney J. Feltenstein | | Age: 84 | | Director Since: 2013 | | Board Role: Director | | Independent: No | | Professional Experience and Highlights | | • Managing Partner of DIA Equity Partners, a private equity firm, since April 2022 | | • Senior Operating Partner of Sentinel Capital Partners, an American private equity firm focusing on mid-market companies, February 2010 – June 2023 | | • Retired 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 until February 2003 | | • Director of Bright Star Health Care, a privately held company | | • Overseer and Trustee Emeritus and former Trustee and Audit Committee Chair of Boston University, and Trustee of One Family Health, both non-profit organizations | | Education, Certifications & Associations | | • Bachelor of Arts in Communications, Boston University | | Select Skills and Qualifications | | 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 chairman and director of many other companies. |

  17. BOARD OF DIRECTOR NOMINEES

    | Robert C. Lieber | | Age: 70 | | Director Since: 2014 | | Board Roles: | | • Lead Independent Director and Vice Chairman | | • Audit Committee Member | | • Compensation Committee Member | | Independent: Yes | | Professional Experience and Highlights | | • Executive Managing Director of Island Capital Group LLC, a leading international real estate merchant bank, since July 2010 | | • Executive Managing Director and Member of the investment committee 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, since 2010 | | • Former Chief Executive Officer and President of Exantas Capital Corp. (now known as ACRES Commercial Realty Corp.), a publicly traded real estate mortgage investment trust, which was managed by a subsidiary of C-III Capital Partners LLC, September 2016 – August 2020 | | • Deputy Mayor for Economic Development for City of New York, served under Mayor Michael R. Bloomberg, 2008 – 2010 and President of the NYC Economic Development Corporation, 2007-2008 | | • Retired, former Lehman Brothers Global Head of Real Estate Investment Banking and Managing Director of Lehman Brothers Real Estate Private Equity business, 1984-2006 | | Other Public Company Board Service | | • Former Director of Resource Real Estate Opportunity REIT, Inc., a public nontraded real estate investment trust 2018-2022 | | • Former Director of Acre Realty Investors, Inc. a publicly traded commercial real estate investment trust, from 2014 until its acquisition in 2017 | | Education, Certifications & Associations | | • Bachelor of Arts, University of Colorado | | • Master of Business Administration, Wharton School, University of Pennsylvania | | Select Skills and Qualifications | | Mr. Lieber brings to the Board extensive expertise and insight into corporate finance, capital raising and political matters pertaining to real estate and infrastructure development projects gained through his experience in the investment, governmental and investment banking sectors. |

  18. BOARD OF DIRECTOR NOMINEES

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  19. BOARD OF DIRECTOR NOMINEES

    | Dennis D. Oklak | | Age: 71 | | Director Since: 2017 | | Board Roles: | | • Compensation Committee Chair | | • Audit Committee Member | | Independent: Yes | | Professional Experience and Highlights | | • Retired Chief Executive Officer of Duke Realty Corporation, a publicly traded real estate investment trust focused on industrial and office properties, 2004 – 2015 | | • Chief Accounting Officer, Duke Realty Corporation, 1994-2001 | | • Non-Executive Chair of the Board of Managers of ITR Concession Company LLC, lessee of the Indiana Toll Road, since March 2016 | | • Chair of the Board of the Eskenazi Health Foundation, a non-profit organization | | Education, Certifications & Associations | | • Bachelor of Science in Accounting and Economics, Ball State University | | • Certified Public Accountant (inactive) | | Other Public Company Board Service | | • Lead Independent Director of Xenia Hotels and Resorts | | • Former Chairman of the Board of Duke Realty Corporation | | Select Skills and Qualifications | | 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 public company director, chief executive officer, and chief accounting officer. |

  20. BOARD OF DIRECTOR NOMINEES

    | Raymond R. Oneglia | | Age: 77 | | Director Since: 2000 | | Board Role: Corporate Governance and Nominating Committee Member | | Independent: Yes | | Professional Experience and Highlights | | • Vice Chairman of the Board of Directors of O&G Industries, Inc. (“O&G”) since 1997; served in various operating and administrative capacities with O&G, 1970-1997. Since 1923 O&G has been a provider of heavy/civil construction and commercial building services, and a producer of construction materials. | | Education, Certifications & Associations | | • Bachelor of Science, Union College | | Select Skills and Qualifications | | Mr. Oneglia’s more than 50 years of experience at O&G allow him to contribute an in-depth construction industry perspective to the Board. In 2023, he received Engineering News-Record New England’s 2023 Legacy Award in recognition of his lifetime of service to the construction industry. |

  21. BOARD OF DIRECTOR NOMINEES

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  22. BOARD OF DIRECTOR NOMINEES

    | Dale Anne Reiss | | Age: 77 | | Director Since: 2014 | | Board Roles: | | • Audit Committee Chair | | • Corporate Governance and Nominating Committee Member | | Independent: Yes | | Professional Experience and Highlights | | • Managing Director of Artemis Advisors LLC, a real estate restructuring and consulting firm, since June 2008 | | • Former Senior Managing Director of Brock Capital Group LLC, a boutique investment bank, 2009-2024, and chair of its affiliate, Brock Real Estate LLC, 2010-2024 | | • Retired 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, 1995 – 2008 | | • Previously served as Governor of the Urban Land Institute Foundation, a non-profit organization | | Education, Certifications & Associations | | • Bachelor of Science from the Illinois Institute of Technology | | • Master of Business Administration from the University of Chicago | | • Certified Public Accountant | | Other Public Company Board Service | | • Director, Chair of Nominating & Governance Committee, Member of the Audit Committee of DigitalBridge Group, Inc. | | • Director, Chair of the Audit Committee of Starwood Real Estate Income Trust | | • Former Director, iStar Inc., Post Properties, Care Capital Properties, Inc., and CYS Investments, Inc. | | Select Skills and Qualifications | | Ms. Reiss brings to the Board extensive expertise in financial and accounting matters and valuable knowledge corporate governance from her extensive experience at several major public accounting firms, her leadership experience in management and operations, and as a public company director. |

  23. BOARD OF DIRECTOR NOMINEES

    | Shahrokh (“Rock”) Shah | | Age: 69 | | Director Since: 2024 | | Board Roles: | | • Audit Committee Member | | • Compensation Committee Member | | Independent: Yes | | Professional Experience and Highlights | | • Retired Managing Director and Group Head of the Engineering & Construction Group at BMO Bank, a leading North American bank, August 2010 – February 2024; Managing Director and Group Head of the Engineering & Construction Group at BMO Capital Markets, February 2000 – July 2010; and served in other roles at BMO, 1986-2000 | | • Director, Chair of the Audit Committee, and Member of the Executive Committee, Compensation Committee and Government Security Committee of Pernix Group Inc., a private company | | • Advisory board member of Anvil Builders, Inc., a private company | | • Honorary Member, Board of Directors of The Beavers, a California-based Heavy Engineering Construction Association | | Education, Certifications & Associations | | • Degree in Chemical Engineering, University of Toronto | | • Master of Business Administration, Queen’s University in Kingston, Ontario | | • Registered Professional Engineer | | Select Skills and Qualifications | | Mr. Shah’s brings to the Board four decades of experience and extensive expertise gained from providing corporate and investment banking, mergers and acquisitions, finance and strategy development services to companies in the engineering and construction industry, coupled with meaningful, lasting relationships forged throughout the industry. |

  24. BOARD OF DIRECTOR NOMINEES

    _____________________________________________________________________________________________________________________________________________________________________________________________________________ Unless otherwise noted thereon, proxies solicited hereby will be voted for the election of each of the director nominees to hold office until the 2026 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. Cumulative voting is not permitted. 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. THE TUTOR PERINI BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR ELECTION AS DIRECTOR.

  25. CORPORATE GOVERNANCE POLICIES AND PRACTICES

    CORPORATE GOVERNANCE POLICIES AND PRACTICES

  26. Board Composition

    Board Composition The Board currently consists of ten 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 has elected to exercise his right to designate one nominee to the Board since November 2013 and has designated Mr. Feltenstein for nomination and election to the Board. The Corporate Governance and Nominating Committee reviewed Mr. Feltenstein’s qualifications and his nomination was unanimously approved by the Board.

  27. 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 three years, three long-time directors have departed from the Board (two who did not stand for re-election and the other due to his death). The Board added Ms. Desai and Mr. Shah in 2021 and 2024, respectively, and is now nominating Mr. Smalley. 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 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 pool composing a variety of candidates, including consideration of each candidate’s professional experience, individual background, viewpoints and perspectives.

  28. Director Independence

    Director Independence The Board and the Corporate Governance and Nominating Committee annually assess its directors’ independence, pursuant to the listing standards of the New York Stock Exchange (“NYSE”) and the Company’s Corporate Governance Guidelines. In addition to meeting the minimum NYSE standards of independence, a director qualifies as “independent” only if the Board affirmatively determines that the director has no material relationship with the Company (either directly, or as a partner, shareholder or officer of an organization that has a relationship with the Company and its management). The Board has affirmatively determined that Mr. Arkley, Ms. Desai, Mr. Lieber, Mr. Oklak, Mr. Oneglia, Ms. Reiss and Mr. Shah are independent directors. In making its determination of independence, the Board 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. In assessing the director’s independence, the Board considered the Company’s business relationships with firms affiliated with Mr. Arkley and Mr. Oneglia, and concluded that those relationships were not material and, therefore, the directors 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., and 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. The Board took into account the following factors and determined that the Company’s relationship with Alliant did not impact Mr. Arkley’s independence: (1) services provided by Alliant are supplied to Tutor Perini on terms similar to Alliant’s other clients; (2) revenue generated by Alliant for services provided to Tutor Perini are not material to Alliant’s U.S. or consolidated operations, significantly below the NYSE quantitative threshold; (3) the extent to which Mr. Arkley was 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. 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 ventures between Tutor Perini and O&G. The Board considered the following factors in determining Mr. Oneglia’s independence: (1) the joint ventures are 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 ventures; (3) Mr. Oneglia is not personally involved in the management of the joint ventures; and (4) Mr. Oneglia does not have the authority to unilaterally negotiate and approve the terms of the joint venture arrangements. In addition, the Audit Committee and/or the independent directors of the Board have, 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 independence standards 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. Mr. Tutor and Mr. Smalley are employees of the Company, and Mr. Feltenstein is Mr. Tutor’s father-in-law. Accordingly, none of these directors serve on standing committees reserved for independent directors. _____________________________________________________________________________________________________________________________________________________________________________________________________________

  29. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  30. CORPORATE GOVERNANCE

    | GOVERNANCE HIGHLIGHTS: | | Lead Independent Director provides strong independent leadership of our Board | | Majority Independent Board - all directors except for Mr. Tutor, Mr. Smalley, and Mr. Feltenstein are independent | | New majority vote standard in 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 | | Board and Executive Officer stock ownership guidelines | | Active shareholder outreach and engagement | | Robust Code of Ethics | | Dodd-Frank compliant Clawback policy | | 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 |

  31. EXECUTIVE COMPENSATION PROGRAM AND PRACTICES

    | WHAT WE DO: | | Share Ownership Guidelines – We maintain a share ownership guideline applicable to our NEOs, certain other executives designated by the Compensation Committee and non-employee 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-employee 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”), restricted stock units (“RSUs”), cash-settled performance stock units (“CPSUs”), and cash-settled restricted stock units (“CRSUs”), which include 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 19, 2025, all NEOs, other executives so designated by the Compensation Committee, and non-employee 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 and other employees 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. |

  32. 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. | | No Repricing of Underwater Stock Options – 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. |

  33. Actions Taken Based on Shareholder and Proxy Advisor Feedback

    | Concern | | How We Have Been Responsive | | 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. In 2024, none of our NEOs’ long-term incentive compensation awards incorporated a one-year performance period. | | 6. | Need for a minimum vesting period for equity awards | Our Incentive Compensation Plan requires vesting periods of greater than one year for performance-based equity awards and at least three years (with ratable vesting permitted) for time-based restricted stock and RSU awards for NEOs that applies to 95% of shares reserved under the Incentive Compensation 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 beneficially owned by the pledgor. No NEO or director currently has any pledged shares. | | 8. | Majority voting standard for director elections | At the Annual Meeting held in 2024, shareholders approved to amend our Articles and By-Laws to adopt a majority voting standard for uncontested director elections. 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. |

  34. Use of Peer Groups

    Use of Peer Groups The Compensation Committee annually establishes and approves a compensation peer group and a relative TSR peer group, each of which is described below. •Compensation 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 2024, 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 (“2024 Compensation Peer Group”), which remains unchanged from the group used for 2023:

  35. Use of Peer Groups

    | 2024 Compensation 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. |

  36. Use of Peer Groups

    •Relative TSR Peer Group. In 2024, 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 (“2024 Relative TSR Peer Group”), which remains unchanged from the group used for 2023 relative TSR assessment:

  37. Use of Peer Groups

    | 2024 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. | |

  38. Use of Peer Groups

    The Compensation Committee believes that these 2024 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 2024 Compensation 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. To avoid confusion regarding the Company’s use of two similar peer groups, beginning in 2025, the Company will utilize the 2024 Compensation Peer Group shown above as its sole peer group. _____________________________________________________________________________________________________________________________________________________________________________________________________________

  39. 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 Peer Group, individual and corporate performance, and the inherent value to the Company of each NEO’s roles and responsibilities. During 2024, the Compensation Committee reviewed the compensation of certain NEOs in comparison to the Compensation Peer Group, noting each NEO’s value and contributions to the Company’s success. Accordingly, effective April 1, 2024, the Compensation Committee approved an annual base salary increase for Mr. Ariqat from $700,000 to $800.000. Effective October 1, 2024, the Compensation Committee approved an annual base salary increase for Mr. Soroka from $575,000 to $625,000 and for Ms. Assouri from $500,000 to $625,000. None of our other NEOs received a base salary increase during 2024.

  40. 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. 2024 Performance Metrics As discussed earlier, for the 2024 annual incentive compensation program, the Compensation Committee, and the independent members of the Board in the case of Mr. Tutor and Mr. Smalley, approved the following performance metrics and weightings: operating cash flow (65%), pre-tax income (20%) 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; •Pre-tax income is closely tracked at the project level and is useful for measuring profitability across the Company’s projects and business units; and •An individual performance metric provides the Compensation Committee with latitude to appropriately reward each NEO based on the NEO’s specific 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 and Mr. Smalley, the individual performance metric also considers their contributions towards effecting 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. 2024 Annual Incentive Target Opportunity and Payout Range For 2024, 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 in 2024, with his 2025 bonus opportunity increasing to 150% once he becomes CEO. Mr. Ariqat’s employment letter provides for an annual cash bonus target of 100% of his base salary in 2024. The annual cash bonus target opportunities for Mr. Soroka and Ms. Assouri were 80% of each of their base salaries as approved by the Compensation Committee. Mr. Smithson was paid an annual 2024 target bonus payment of $900,000 in March 2025 pursuant to his Separation Agreement dated July 25, 2024. Therefore, he was not eligible for incentive compensation in 2024 and is not _____________________________________________________________________________________________________________________________________________________________________________________________________________ included in the tables below. 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 2024 threshold, target and maximum incentive compensation opportunities and the payouts associated with each level of achievement. The NEOs’ threshold and maximum opportunities ranged from 68% to 150%, respectively, of his or her target; our CEO’s bonus opportunity had a wider range, from 49% to 200% of his target.

  41. Annual Incentive Compensation

    | | 2024 Annual Incentive Compensation Payout Opportunities | | | | | Threshold | Target | Maximum | | Ronald N. Tutor | $1,615,000 | $3,325,000 | $6,650,000 | | Ryan J. Soroka | $319,600 | $470,000 | $705,000 | | Gary G. Smalley | $935,000 | $1,375,000 | $2,062,500 | | Ghassan M. Ariqat | $527,000 | $775,000 | $1,162,500 | | Kristiyan D. Assouri | $289,000 | $425,000 | $637,500 |

  42. Annual Incentive Compensation

    The following table presents the 2024 threshold, target and maximum performance goals for each performance metric. The annual incentive for the cash flow from operations and pre-tax income metrics were only payable to the extent the Company achieved threshold performance goals established by the Compensation Committee at the beginning of the performance period.

  43. Annual Incentive Compensation

    | | 2024 Performance Ranges | | | | (dollars in thousands) | Threshold | Target | Maximum | | Cash flow from operations | $280,000 | $350,000 | $420,000 | | Pre-tax income | 96,000 | 120,000 | 144,000 | | Individual performance(1) | (1) | (1) | (1) |

  44. Annual Incentive Compensation

    ____________________________________________________________________________________________________ (1)Individual performance is based on a largely subjective review of the NEO’s achievement of pre-determined individual performance goals relating to 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 and Mr. Smalley, the individual performance metric also considers their contributions towards effecting a successful CEO transition. 2024 Annual Incentive Actual Payout The following table presents the actual performance achievements and payout amounts for our NEOs’ annual incentive compensation for 2024. These annual incentives were earned in 2024 and paid in March 2025.

  45. Annual Incentive Compensation

    | | | | 2024 Annual Incentive Compensation Payout | | | | | | Metric | Actual Achievement (dollars in thousands) | | Ronald N. Tutor | Ryan J. Soroka | Gary G. Smalley | Ghassan M. Ariqat | Kristiyan D. Assouri | | Operating cash flow | 503,544 | 143.9% of target | 4,322,500 | 458,250 | 1,340,625 | 755,625 | 414,375 | | Pre-tax income | (173,008) | 0.0% | — | — | — | — | — | | Individual performance | (1) | (2) | 997,500 | 88,125 | 257,813 | 145,313 | 79,688 | | Total Payout | | | $5,320,000 | $546,375 | $1,598,438 | $900,938 | $494,063 |

  46. Annual Incentive Compensation

    ___________________________________________________________________________________________________ (1)Achievement for NEOs other than Mr. Tutor and Mr. Smalley was determined based on an assessment by the CEO and approval of the Compensation Committee. For Mr. Tutor and Mr. Smalley, achievement was based on an assessment by the Compensation Committee and approval of the independent directors of the Board. (2)Mr. Tutor’s actual payout for the individual performance metric was at the maximum performance. The individual performance payout for all other NEOs listed above was at 83.3% of maximum performance.

  47. 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-based awards to certain key executives based upon the Company’s strategic goals, the executive’s performance and retention considerations. The Compensation Committee is focused on better aligning its compensation practices with those of typical public companies and has taken a thoughtful approach to equity grants, _____________________________________________________________________________________________________________________________________________________________________________________________________________ balancing the competitiveness of individual awards and their motivational and retentive benefits for the NEOs against overall dilution and share usage considerations. As a result, the Compensation Committee awarded a portion of the compensation value to equity-based cash-settled incentives for three of the NEOs. Equity-based awards granted in 2024 included cash-settled performance stock units (“CPSUs”) and cash-settled time-based restricted stock units (“CRSUs”). 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. CRSUs (also referred to as deferred cash awards, or “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 prior years, we have 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. 2024 Time-Based Equity Awards Granted In 2024, the Compensation Committee approved the grants of CRSUs as listed in the below table, with the value of each award converted to a number of units based upon the 20-day average closing share price ending on January 1, 2024. The time-based equity awards will vest as described below subject to continued employment through the applicable vesting date. Mr. Ariqat, Ms. Assouri and Mr. Smithson did not receive any time-based equity awards during 2024.

  48. Long-Term Incentives

    | Named Executive Officer | Type | Grant Date | Vesting Date | Number of Units | | Ronald N. Tutor | CRSU | 3/13/2024 | (1) | 458,795 | | Ryan J. Soroka | CRSU | 3/13/2024 | (2) | 14,337 | | Gary G. Smalley | CRSU | 3/13/2024 | (2) | 172,048 |

  49. Long-Term Incentives

    ___________________________________________________________________________________________________ (1)The awards will vest in three substantially equal installments on each of March 13, 2025 and 2026, and December 31, 2026. (2)The awards will vest ratably over three years in substantially equal installments on each anniversary of the grant date. _____________________________________________________________________________________________________________________________________________________________________________________________________________ 2024 Performance-Based Equity Awards Granted In 2024, the Compensation Committee approved the grants of CPSUs as listed in the below table with the value of each award based on the “target” level of performance converted to a target number of units based upon the 20-day average closing share price ending on January 1, 2024. Under applicable accounting rules, however, the grant-date fair value of the market-based CPSUs awarded to our NEOs is calculated for purposes of our financial reporting using a Monte Carlo simulation pricing model. The market-based CPSUs are included as compensation for our NEOs in the “Summary Compensation Table” and in the table below based on this valuation methodology. For information on the assumptions used in this calculation, refer to Note 1(o) 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 27, 2025. Our Compensation Committee does not apply the Monte Carlo simulation when it determines the number of CPSUs to be awarded to an executive. 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 2024 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 2024 budgeted pre-tax income of $117.1 million, which represents the low end of the Company’s 2024 earnings per share guidance range of $0.85 to $1.10 per share. Mr. Smalley and Mr. Soroka both received CPSUs that vest based on the Company’s annualized stock price growth over a three-year performance period ending December 31, 2026 calculated on a year-over-year basis. Mr. Ariqat, Ms. Assouri and Mr. Smithson did not receive any performance-based equity awards during 2024.

  50. 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 | 3/13/2024 | 3-Year Relative Total Shareholder Return | 25th percentile | 114,699 | 50th percentile | 229,398 | 90th percentile | 573,495 | | Ronald N. Tutor | CPSU | 3/13/2024 | 3-Year Average Growth in Pre-Tax Income | 5 percent average annual growth | 114,699 | 8 percent average annual growth | 229,397 | 12 percent average annual growth | 458,794 | | Ryan J. Soroka | CPSU | 3/13/2024 | 3-Year Annualized Stock Price Growth | 10 percent average annual growth | 7,169 | 15 percent average annual growth | 14,337 | 25 percent average annual growth | 35,843 | | Gary G. Smalley | CPSU | 3/13/2024 | 3-Year Annualized Stock Price Growth | 10 percent average annual growth | 86,024 | 15 percent average annual growth | 172,048 | 25 percent average annual growth | 430,120 |

  51. Long-Term Incentives

    _____________________________________________________________________________________________________________________________________________________________________________________________________________ Performance-Based Equity Award Vesting Results and Payouts for 2024 In accordance with our pay-for-performance philosophy, certain prior year performance-based equity grants for our NEOs were forfeited or paid out below-target and certain grants were paid out at above-target. The following table describes the results and payouts of performance-based equity awards that concluded their performance periods in 2024. Ronald N. Tutor CPSU Vesting on December 31, 2024

  52. Long-Term Incentives

    | Metric | Threshold Payout (Shares) | Target Payout (Shares) | Maximum Payout (Shares) | Super Maximum Payout (Shares) | Actual Achievement Level(1) | Percent Payout (as a % of Target) | Award Payout (Shares) | | 3-Year Relative Total Shareholder Return | 78,942 | 157,884 | 315,768 | 394,710 | 62nd percentile | 146.15% | 230,748 | | 3-Year Average Growth in Pre-Tax Income | 78,942 | 157,884 | 315,768 | n/a | < 5 percent growth | 0% | 0 |

  53. Long-Term Incentives

    ___________________________________________________________________________________________________ (1)The threshold, target, maximum and super maximum relative TSR goals were set at the 25th percentile, 50th percentile, 75th percentile and 90th percentile, respectively. The threshold, target and maximum average pre-tax income growth goals were set at 5%, 8% and 12%, respectively.

  54. Retention, Promotion and Performance Bonus Awards

    Retention, Promotion and Performance Bonus Awards 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 $300,000 annual incentive compensation payment on April 1, 2024 and will receive an additional $300,000 payment on April 1, 2025, contingent upon his continued employment with the Company through this date. He is also eligible to receive up to an additional $317,000 upon attaining certain performance goals as approved by the Compensation Committee. Pursuant to an award agreement, Ms. Assouri will receive a long-term incentive cash bonus of $450,000 payable on October 1, 2026, contingent upon her continued employment with the Company through this date. Pursuant to the terms of his employment agreement, Mr. Smithson received a deferred cash bonus payment of $200,000 on May 23, 2024.

  55. Separation and Change in Control Arrangements

    Separation and Change in Control Arrangements We are party to agreements with our NEOs, which provide for separation benefits and payments as well as specialized treatment of equity awards, in connection with a qualifying termination, including upon certain terminations without cause or due to death or disability, and resignations for good reason. In addition, the NEOs are eligible to receive “double trigger” separation benefits and payments upon a qualifying termination that takes place in connection with a change in control. We believe that these types of arrangements are necessary to attract and retain executive talent, and are a customary component of executive compensation. In particular, such arrangements can serve to mitigate a potential disincentive for them when they are evaluating a potential acquisition of the Company and can encourage retention through the conclusion of the transaction. The payments and benefits provided under our separation and change in control arrangements are designed to provide these NEOs with treatment that is competitive with market practices. In connection with Mr. Smithson’s departure from the Company in 2024 related to an internal reorganization, we entered into a separation agreement pursuant to which Mr. Smithson received certain separation benefits, as described below, in exchange for his general release of claims in favor of the Company and continuing compliance with all restrictive covenant obligations. Additional information about these arrangements is provided in “Potential Payments Upon Termination or Change in Control” below. _____________________________________________________________________________________________________________________________________________________________________________________________________________

  56. Equity Grant Practices

    Equity Grant Practices We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has typically granted such awards on a predetermined annual schedule. As noted above, in 2024, we did not grant stock options as part of our NEOs’ annual equity award program. When we do grant stock options, the exercise price is no less than the closing price of our common stock on the date of the grant.

  57. FORFEITURES OF UNEARNED PERFORMANCE-BASED AWARDS

    FORFEITURES OF UNEARNED PERFORMANCE-BASED AWARDS The Company’s pay-for performance philosophy is reflected in our annual and long-term incentive programs under which payout levels are directly aligned with achieved performance against predetermined metrics. For performance years 2022 through 2024, our annual incentive program paid certain NEOs less than their respective target payout opportunities because achieved performance in those years was below target performance goals set for certain annual performance metrics. For the performance cycles ending in 2023 and 2024, Mr. Tutor forfeited a portion of his long-term performance-based equity incentive compensation because the Company achieved performance in those years that was below applicable target performance goals. Despite the later forfeiture of performance-based equity incentive awards, these awards are still reported in _____________________________________________________________________________________________________________________________________________________________________________________________________________ the Company’s Summary Compensation Table (“SCT”) in the year of grant at their grant date fair value. Mr. Smalley also forfeited a portion of his long-term performance-based equity incentive compensation for performance cycles ending in 2022 and 2023. Mr. Tutor did not receive any equity awards with a performance cycle ending in 2022 and Mr. Smalley did not receive any equity awards with a performance cycle ending in 2024. Mr. Soroka, Mr. Ariqat, Ms. Assouri and Mr. Smithson did not receive any equity awards with performance cycles ending in 2022, 2023 or 2024. The table below summarizes the dollar value of target annual incentive awards and target long-term performance-based equity incentive compensation that has been forfeited for each NEO over the past three years (after they became NEOs).

  58. FORFEITURES OF UNEARNED PERFORMANCE-BASED AWARDS

    | | Forfeitures of Unearned Performance-Based Awards | | | | | Annual Incentive(1) | Long-Term Equity Incentive(2) | Total | | Ronald N. Tutor | | | | | 2024 | $665,000 | $1,662,519 | $2,327,519 | | 2023 | — | 5,577,677 | 5,577,677 | | 2022 | 1,330,000 | — | 1,330,000 | | Total Forfeited | $1,995,000 | $7,240,196 | $9,235,196 | | Ryan J. Soroka | | | | | 2024 | $94,000 | $— | $94,000 | | Total Forfeited | $94,000 | $— | $94,000 | | Gary G. Smalley | | | | | 2024 | $275,000 | $— | $275,000 | | 2023 | — | 3,494,650 | 3,494,650 | | 2022 | 400,000 | 1,230,299 | 1,630,299 | | Total Forfeited | $675,000 | $4,724,949 | $5,399,949 | | Ghassan M. Ariqat | | | | | 2024 | $155,000 | $— | $155,000 | | Total Forfeited | $155,000 | $— | $155,000 | | Kristiyan D. Assouri | | | | | 2024 | $85,000 | $— | $85,000 | | Total Forfeited | $85,000 | $— | $85,000 |

  59. 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 2024, Mr. Tutor’s total realized compensation was $1.2 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 2022 to 2024 was $21.7 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 2024, as well as on an aggregate basis for the period from 2022 to 2024.(1) ___________________________________________________________________________________________________ (1)Mr. Tutor’s total realized compensation for 2024 more closely approximated his total compensation as reported in the SCT largely as a result of the Company’s substantially improved stock price performance (an increase of 166% in 2024) and the positive impact this had on the Company’s three-year relative TSR performance (which was 103%, and ranked at the 62nd percentile among the Company’s TSR peer group with respect to his relative TSR-based CPSU award which vested in 2024). Mr. Tutor’s three-year aggregate realized total compensation was substantially less than his SCT-reported aggregate total compensation due to significant forfeitures of certain awards in 2022 and 2023. _____________________________________________________________________________________________________________________________________________________________________________________________________________

  60. 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, 2024, 2023 and 2022.

  61. Summary Compensation Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($)(6) | | Ronald N. Tutor Chairman and CEO | 2024 | 1,900,000 | — | 14,151,538 | 5,320,000 | 4,670,489 | 26,042,027 | | | 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 | | Ryan J. Soroka Executive Vice President and Chief Financial Officer | 2024 | 587,500 | — | 492,332 | 546,375 | 25,366 | 1,651,573 | | | 2023 | 479,173 | — | 259,800 | 477,966 | 31,485 | 1,248,424 | | Gary G. Smalley President | 2024 | 1,100,000 | — | 5,908,129 | 1,598,438 | 238,418 | 8,844,985 | | | 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 | | Ghassan M. Ariqat Executive Vice President, Building and Specialty Contractors Groups | 2024 | 775,000 | 300,000 | — | 900,938 | 42,117 | 2,018,055 | | | 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 | | Kristiyan D. Assouri Executive Vice President, Chief Legal Officer and Corporate Compliance Officer | 2024 | 531,251 | — | — | 494,063 | 38,481 | 1,063,795 | | Michael F. Smithson Former Executive Vice President, Civil Group (7) | 2024 | 435,000 | 200,000 | — | — | 2,004,760 | 2,639,760 | | | 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 |

  62. Summary Compensation Table

    ___________________________________________________________________________________________________ (1)The Compensation Committee approved an increase to Mr. Ariqat’s base salary from $700,000 to $800,000 effective April 1, 2024. Effective October 1, 2024, the Compensation Committee also approved an increase to the base salary for Mr. Soroka from $575,000 to $625,000, as well as an increase to the base salary for Ms. Assouri from $500,000 to $625,000. (2)The 2024 amounts in column (d) represent the following: for Mr. Ariqat, a $300,000 cash bonus paid on April 1, 2024 pursuant to his letter agreement with the Company; and for Mr. Smithson, the payment of a $200,000 deferred cash bonus on May 23, 2024 (the third anniversary of his employment). Annual incentive payments appear in column (f). (3)The amounts in column (e) represent the aggregate grant date fair value of RSUs, CPSUs and CRSUs granted in the applicable year. The fair value amounts are calculated in accordance with Financial Accounting Standards Board Codification 718, Stock Compensation (“ASC 718”). The market-based CPSU awards have been valued for this purpose based on a Monte Carlo simulation pricing model. Significant assumptions used in this simulation model include the Company’s expected volatility (48.4%), a risk-free rate based on U.S. Treasury yield curve rates with maturities consistent with the performance period (4.4%), and, specifically pertaining to TSR awards, the volatilities for each of the Company’s peers. Additional information regarding the assumptions used can be found in Note 1(o) 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 27, 2025. For the performance-based awards granted in 2024, the grant date fair values, assuming the highest level of performance is achieved for all performance metrics, would be $13,089,425 for Mr. Tutor, $454,489 for Mr. Soroka and $5,453,922 for Mr. Smalley. (4)The amounts in column (f) represent amounts earned as annual incentive compensation for each year and are paid early in the following year. The performance targets and achievements for 2024 are further discussed in the CD&A under the section titled “Annual Incentive Compensation.” (5)The amounts in column (g) are detailed in the separate “All Other Compensation” table below. (6)The amounts in column (h) represent the total of columns (c) through (g). (7)Mr. Smithson departed from the Company in June 2024. _____________________________________________________________________________________________________________________________________________________________________________________________________________

  63. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024

  64. Grants of Plan-Based Awards in 2024

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | | | | Estimated Possible 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 (#) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Type of Award(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | R. Tutor | — | — | 1,615,000 | 3,325,000 | 6,650,000 | — | — | — | — | — | | | CRSU | 3/13/2024 | — | — | — | — | — | — | 458,795 | 5,817,521 | | | CPSU | 3/13/2024 | — | — | — | 114,699 | 229,398 | 573,495 | — | 5,425,263 | | | CPSU | 3/13/2024 | — | — | — | 114,699 | 229,397 | 458,794 | — | 2,908,754 | | R. Soroka | — | — | 319,600 | 470,000 | 705,000 | — | — | — | — | — | | | CRSU | 3/13/2024 | — | — | — | — | — | — | 14,337 | 181,793 | | | CPSU | 3/13/2024 | — | — | — | 7,169 | 14,337 | 35,843 | | 310,539 | | G. Smalley | — | — | 935,000 | 1,375,000 | 2,062,500 | — | — | — | — | — | | | CRSU | 3/13/2024 | — | — | — | — | — | — | 172,048 | 2,181,569 | | | CPSU | 3/13/2024 | — | — | — | 86,024 | 172,048 | 430,120 | — | 3,726,560 | | G. Ariqat | — | — | 527,000 | 775,000 | 1,162,500 | — | — | — | — | — | | K. Assouri | — | — | 289,000 | 425,000 | 637,500 | — | — | — | — | — | | M. Smithson(5) | — | — | 612,000 | 900,000 | 1,350,000 | — | — | — | — | — |

  65. Grants of Plan-Based Awards in 2024

    ___________________________________________________________________________________________________ (1)The types of equity awards that were granted in 2024 are CRSUs and CPSUs. CRSUs are time-based awards paid in cash based on the value of the Company’s common stock on the vesting date. 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. Refer to the Section titled “Compensation Discussion and Analysis - Elements of Compensation - Long-Term Incentives” for a discussion about the vesting schedule and performance conditions applicable to these awards. (2)Columns (d), (e) and (f) present the potential performance-based annual incentive payouts achieved at threshold, target and maximum. Actual amounts earned for 2024 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)The amounts in column (k) represent the grant date fair value of CRSUs and CPSUs computed in accordance with ASC 718. The market-based CPSU awards have been valued for this purpose based on a Monte Carlo simulation pricing model. Assumptions used in the calculation of these amounts can be found in Note 1(o) 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 27, 2025. (5)Mr. Smithson departed from the Company as part of a reorganization in June 2024 and therefore did not receive a bonus under our annual incentive compensation program. _____________________________________________________________________________________________________________________________________________________________________________________________________________

  66. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2024. Mr. Smithson did not hold any outstanding equity awards, and therefore is not included in the table below.

  67. Outstanding Equity Awards as of December 31, 2024

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | | | Option Awards | | | | Stock Awards | | | | | Name | Award Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(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 | 1/5/2018 | 274,432 | — | 25.70 | 01/05/2028 | — | — | — | — | | | Various | — | — | — | — | 917,511 | 22,203,766 | — | — | | | 3/8/2023 | — | — | — | — | — | — | 132,547 | 3,207,637(4) | | | 3/8/2023 | — | — | — | — | — | — | 662,735 | 16,038,187(4) | | | 3/13/2024 | — | — | — | — | — | — | 114,699 | 2,775,716(4) | | | 3/13/2024 | — | — | — | — | — | — | 573,495 | 13,878,579(4) | | Ryan J. Soroka | Various | — | — | — | — | 44,337 | 1,072,955 | — | — | | | 3/13/2024 | — | — | — | — | — | — | 35,843 | 867,401(4) | | Gary G. Smalley | 9/6/2017 | 112,500 | — | 25.95 | 09/06/2027 | — | — | — | — | | | Various | — | — | — | — | 254,968 | 6,170,226 | — | — | | | 1/1/2023 | — | — | — | — | — | — | 477,454 | 11,554,387(4) | | | 3/13/2024 | — | — | — | — | — | — | 430,120 | 10,408,904(4) | | Ghassan M. Ariqat | 1/26/2023 | — | — | — | — | 30,000 | 726,000 | — | — |

  68. Outstanding Equity Awards as of December 31, 2024

    ____________________________________________________________________________________________________ (1)The stock options reported in columns (c) and (d) are time-based awards. All outstanding stock options held by our NEOs were fully vested as of December 31, 2024. _____________________________________________________________________________________________________________________________________________________________________________________________________________ (2)The RSUs, CPSUs and CRSUs reported in columns (g) are time-based awards and those in column (i) are performance-based awards. The amounts included in column (i) include the following: for Mr. Tutor, 247,246 CPSUs shown at threshold performance level and 1,236,230 CPSUs shown at maximum possible performance level; for Mr. Soroka, 35,843 CPSUs shown at maximum possible performance level; and for Mr. Smalley, 907,574 CPSUs shown at maximum possible performance level. The outstanding CPSU awards will be settled at actual performance at the end of the respective performance period. The RSUs, CPSUs and CRSUs in columns (g) and (i) are scheduled to vest in the following years:

  69. Outstanding Equity Awards as of December 31, 2024

    | Name | Award Type | 2025 | 2026 | 2027 | Total | Vesting Based On | | Ronald N. Tutor | RSU | 281,986 | 146,542 | — | 428,528 | Time | | Ronald N. Tutor | CRSU | 152,932 | 336,051 | — | 488,983 | Time | | Ronald N. Tutor | CPSU | 132,547 | — | — | 132,547 | Performance | | Ronald N. Tutor | CPSU | 662,735 | — | — | 662,735 | Performance | | Ronald N. Tutor | CPSU | — | 114,699 | — | 114,699 | Performance | | Ronald N. Tutor | CPSU | — | 573,495 | — | 573,495 | Performance | | Ryan J. Soroka | RSU | 20,000 | 10,000 | — | 30,000 | Time | | Ryan J. Soroka | CRSU | 4,779 | 4,779 | 4,779 | 14,337 | Time | | Ryan J. Soroka | CPSU | — | 35,843 | — | 35,843 | Performance | | Gary G. Smalley | CRSU | 98,809 | 98,809 | 57,350 | 254,968 | Time | | Gary G. Smalley | CPSU | 477,454 | — | — | 477,454 | Performance | | Gary G. Smalley | CPSU | — | 430,120 | — | 430,120 | Performance | | Ghassan M. Ariqat | CRSU | 30,000 | — | — | 30,000 | Time | | | | 1,861,242 | 1,750,338 | 62,129 | 3,673,709 | |

  70. Outstanding Equity Awards as of December 31, 2024

    (3)The amounts in columns (h) and (j) are determined by multiplying the number of shares by the closing price ($24.20) of the Company’s common stock on the NYSE on December 31, 2024, 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.

  71. 2024 Option Exercises and Stock Vested Table

    2024 Option Exercises and Stock Vested Table

  72. 2024 Option Exercises and Stock Vested Table

    | | Options Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting(3) | Value Realized on Vesting ($)(4) | | Ronald N. Tutor | 248,199 | 317,695 | 604,729 | 11,265,640 | | Ryan J. Soroka | — | — | 20,000 | 254,200 | | Gary G. Smalley | 173,096 | 2,438,144 | 76,391 | 2,219,975 | | Ghassan M. Ariqat | — | — | 30,000 | 444,000 | | Michael F. Smithson | — | — | 50,000 | 1,075,000 |

  73. 2024 Option Exercises and Stock Vested Table

    ___________________________________________________________________________________________________ (1)Represents the total number of shares underlying the exercised stock options, without deduction for shares withheld as payment for the exercise price or applicable tax withholding obligations. (2)Represents the amounts realized based on the difference between the exercise price and the market price of the Company’s stock on the date of exercise, multiplied by the total number of shares underlying the exercised stock options. (3)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. Tutor include 230,748 CPSUs that were settled in cash. The number of shares for Mr. Smalley and Mr. Ariqat include 41,459 and 30,000 CRSUs, respectively, that were settled in cash. (4)Reflects the value at the closing price of the common stock on the settlement date. _____________________________________________________________________________________________________________________________________________________________________________________________________________

  74. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each NEO has an agreement that provides for the payment of specified separation 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. Mr. Smithson departed from the Company in 2024, and so we have disclosed the amounts he actually received under the terms of his negotiated separation agreement. _____________________________________________________________________________________________________________________________________________________________________________________________________________ Eligibility for separation benefits to Mr. Tutor and Mr. Smalley are set forth in their respective employment agreements. As mentioned above, Mr. Soroka, Mr. Ariqat and Ms. Assouri have entered into a separation benefits agreement, amending the termination benefits provided by their respective employment letters, if any. Under those agreements, in the event of termination without cause or resignation for good reason, the executive is entitled to separation payments equal to 150% of the sum of their annual base salary and target bonus, a pro-rata bonus for the year of termination (based on actual performance), and full vesting of outstanding equity awards (with any performance-based awards vesting at the greater of target or actual performance through the date of termination). In addition, any options held by the executive will remain outstanding through the maximum expiration date of the option. If either such termination takes place prior to or within two years following a change in control, the executive will receive benefits similar to those for termination without cause, with separation payments increased to 200% of the base salary and target bonus. If the executive’s employment is terminated as a result of death or disability, he or she will be eligible to receive a pro-rata bonus for the year of termination (based on actual performance) and full vesting of outstanding equity awards (with any performance-based awards vesting at the greater of target or actual performance through the date of termination). In addition, any options held by the executive will remain outstanding through the maximum expiration date of the options. Separation payments and benefits are subject to the executive’s (or his or her estate’s) timely execution and non-revocation of a general release of claims. _____________________________________________________________________________________________________________________________________________________________________________________________________________ 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, 2024:

  75. 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 | 56,717,662 | — | 56,936,893 | | B. | Disability | — | 2,428,284 | 56,717,662 | — | 59,145,946 | | C. | Termination by Employer for Cause or by Executive without Good Reason | — | 2,428,284 | — | — | 2,428,284 | | D. | Termination by Employer without Cause or by Executive with Good Reason | 5,320,000 | 2,502,587 | 56,717,662 | 10,450,000 | 74,990,249 | | E. | Change in Control Termination | 5,320,000 | 2,539,738 | 59,721,257 | 15,675,000 | 83,255,995 |

  76. Potential Payments Upon Termination or Change in Control

    ____________________________________________________________________________________________________ (1)The annual incentive compensation for 2024 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, 2024, Mr. Tutor was not owed any unearned annual incentive. Subsequent to December 31, 2024, the Compensation Committee approved a $5,320,000 annual incentive compensation bonus for Mr. Tutor for 2024 performance and payment has since been made to him. This amount is shown as payable as of December 31, 2024 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, 2024, 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 $2,209,053 at December 31, 2024). Event D would require continuation of health insurance benefits for Mr. Tutor and his covered dependents for 24 months (estimated at $74,303 at December 31, 2024 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 $111,454 at December 31, 2024 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 428,528 RSUs, 488,983 CRSUs and 988,983 CPSUs (target performance assumed) outstanding at December 31, 2024. The table below represents the value of the outstanding RSUs, CRSUs and CPSUs quantified using the Company’s closing share price of $24.20 on December 31, 2024, the last trading day of the year, assuming the triggering events occurred on December 31, 2024. 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, 2024, 1,195,446 of the outstanding CPSU awards were considered likely to vest based on actual performance measured against the performance criteria through that point, which was above target performance. In addition, Mr. Tutor vested in a CPSU award on December 31, 2024 for 230,748 units valued at $5,584,102, which was paid to him in January 2025 upon approval by the Compensation Committee. As a result, the value of these CPSU awards are included in the table below for Events A, B, D and E. The likelihood of vesting for certain CPSU awards is considered remote as they are not projected to meet the performance criteria, and as a result, the value of these awards is not 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 CRSU grants, for a total of $8 million at December 31, 2024. Mr. Tutor had no unvested stock options outstanding as of December 31, 2024.

  77. Potential Payments Upon Termination or Change in Control

    | Triggering Event | | RSUs ($) | CRSUs ($) | CPSUs ($) | Total ($) | | A. | Death | 10,370,378 | 11,833,389 | 34,513,895 | 56,717,662 | | B. | Disability | 10,370,378 | 11,833,389 | 34,513,895 | 56,717,662 | | C. | Termination by Employer for Cause or by Executive without Good Reason | — | — | — | — | | D. | Termination by Employer without Cause or by Executive with Good Reason | 10,370,378 | 11,833,389 | 34,513,895 | 56,717,662 | | E. | Change in Control Termination | 10,370,378 | 19,833,389 | 29,517,490 | 59,721,257 |

  78. 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, 2024:

  79. 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 | 546,375 | 26,743 | 1,940,356 | — | 2,513,474 | | B. | Disability | 546,375 | 26,743 | 1,940,356 | — | 2,513,474 | | C. | Termination by Employer for Cause or by Executive without Good Reason | — | 26,743 | — | — | 26,743 | | D. | Termination by Employer without Cause or by Executive with Good Reason | 546,375 | 26,743 | 1,940,356 | 1,586,250 | 4,099,724 | | E. | Change in Control Termination | 546,375 | 26,743 | 1,940,356 | 2,115,000 | 4,628,474 |

  80. Potential Payments Upon Termination or Change in Control

    ___________________________________________________________________________________________________ (1)The annual incentive compensation for 2024 performance would be due to Mr. Soroka 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, 2024, Mr. Soroka was not owed any unearned bonus. Subsequent to December 31, 2024, the Compensation Committee approved the annual incentive compensation bonus of $546,375 for 2024 and payment has been made to him. This amount has been shown as payable as of December 31, 2024 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. Soroka 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 (11 days at December 31, 2024, valued at $26,743). (3)Mr. Soroka had 30,000 RSUs, 14,337 CRSUs and 14,337 CPSUs (target performance assumed) outstanding at December 31, 2024. The table below represents the value of the outstanding RSUs, CRSUs and CPSUs quantified using the Company’s closing share price of $24.20 on December 31, 2024, the last trading day of the year, assuming the triggering events occurred on December 31, 2024. Under Events A, B, D and E, CPSUs are paid out at the higher of target or actual performance through the date of termination. As of December 31, 2024, 35,843 of the outstanding CPSU awards were considered likely to vest based on actual performance measured against the performance criteria through that point, which was above target performance.

  81. Potential Payments Upon Termination or Change in Control

    | Triggering Event | | RSUs ($) | CRSUs ($) | CPSUs ($) | Total ($) | | A. | Death | 726,000 | 346,955 | 867,401 | 1,940,356 | | B. | Disability | 726,000 | 346,955 | 867,401 | 1,940,356 | | C. | Termination by Employer for Cause or by Executive without Good Reason | — | — | — | — | | D. | Termination by Employer without Cause or by Executive with Good Reason | 726,000 | 346,955 | 867,401 | 1,940,356 | | E. | Change in Control Termination | 726,000 | 346,955 | 867,401 | 1,940,356 |

  82. 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. 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, 2024:

  83. 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 | 1,598,438 | 78,269 | 16,110,981 | — | 17,787,688 | | B. | Disability | 1,598,438 | 78,269 | 16,110,981 | — | 17,787,688 | | C. | Termination by Employer for Cause or by Executive without Good Reason | — | 78,269 | — | — | 78,269 | | D. | Termination by Employer without Cause or by Executive with Good Reason | 1,598,438 | 152,572 | 28,133,517 | 3,712,500 | 33,597,027 | | E. | Change in Control Termination | 1,598,438 | 152,572 | 28,133,517 | 4,950,000 | 34,834,527 |

  84. Potential Payments Upon Termination or Change in Control

    ___________________________________________________________________________________________________ (1)The annual incentive compensation for 2024 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, 2024, Mr. Smalley was not owed any unearned bonus. Subsequent to December 31, 2024, the Compensation Committee approved a $1,598,438 annual incentive compensation bonus for Mr. Smalley for 2024 performance and payment has been made to him. This amount is shown as payable as of December 31, 2024 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 (19 days at December 31, 2024, valued at $78,269). Events D and E would require continuation of health insurance benefits for Mr. Smalley and his covered dependents for 24 months (estimated at $74,303 at December 31, 2024 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 254,968 CRSUs and 410,775 CPSUs (target performance assumed) outstanding at December 31, 2024. The table below represents the value of the outstanding CRSUs and CPSUs quantified using the Company’s closing share price of $24.20 on December 31, 2024, the last trading day of the year, assuming the triggering events occurred on December 31, 2024. Under Events A and B, CPSUs are paid out at target performance. Under Events D and E, CPSUs are paid out at the higher of target or actual performance through the date of termination. As of December 31, 2024, 907,574 of the outstanding CPSU awards were considered likely to vest based on actual performance measured against the performance criteria through that point, which was above target performance. Mr. Smalley had no unvested stock options outstanding as of December 31, 2024.

  85. Potential Payments Upon Termination or Change in Control

    | Triggering Event | | CRSUs ($) | CPSUs ($) | Total ($) | | A. | Death | 6,170,226 | 9,940,755 | 16,110,981 | | B. | Disability | 6,170,226 | 9,940,755 | 16,110,981 | | C. | Termination by Employer for Cause or by Executive without Good Reason | — | — | — | | D. | Termination by Employer without Cause or by Executive with Good Reason | 6,170,226 | 21,963,291 | 28,133,517 | | E. | Change in Control Termination | 6,170,226 | 21,963,291 | 28,133,517 |

  86. 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, 2024:

  87. 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 | 900,938 | 37,692 | 726,000 | 300,000 | 1,964,630 | | B. | Disability | 900,938 | 37,692 | 726,000 | 300,000 | 1,964,630 | | C. | Termination by Employer for Cause or by Executive without Good Reason | — | 37,692 | — | — | 37,692 | | D. | Termination by Employer without Cause or by Executive with Good Reason | 900,938 | 37,692 | 726,000 | 2,625,000 | 4,289,630 | | E. | Change in Control Termination | 900,938 | 37,692 | 726,000 | 3,400,000 | 5,064,630 |

  88. Potential Payments Upon Termination or Change in Control

    ___________________________________________________________________________________________________ (1)The annual incentive compensation for 2024 performance would be due to Mr. Ariqat 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, 2024, Mr. Ariqat was not owed any unearned bonus. Subsequent to December 31, 2024, the Compensation Committee approved the annual incentive compensation bonus of $900,938 for 2024 and payment has been made to him. This amount has been shown as payable as of December 31, 2024 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. 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 (12 days at December 31, 2024, valued at $37,692). (3)Mr. Ariqat had 30,000 CRSUs outstanding at December 31, 2024. The amounts represent the value of the outstanding CRSUs quantified using the Company’s closing share price of $24.20 on December 31, 2024, the last trading day of the year, assuming the triggering events occurred on December 31, 2024. (4)A cash lump sum would be due in the amount of $300,000 for the immediate vesting of an outstanding incentive bonus in the case of Events A, B, D and E. 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. _____________________________________________________________________________________________________________________________________________________________________________________________________________ Kristiyan D. Assouri Certain payments would be payable to Ms. Assouri in the event of her termination. The amounts depend upon the circumstances surrounding her termination as follows, assuming the triggering event occurred on December 31, 2024:

  89. Potential Payments Upon Termination or Change in Control

    | Triggering Event | | Bonus ($)(1) | Benefits ($)(2) | O/S Equity Awards ($) | Cash Lump Sum ($)(3) | Total ($) | | A. | Death | 494,063 | 19,531 | — | 450,000 | 963,594 | | B. | Disability | 494,063 | 19,531 | — | 450,000 | 963,594 | | C. | Termination by Employer for Cause or by Executive without Good Reason | — | 19,531 | — | — | 19,531 | | D. | Termination by Employer without Cause or by Executive with Good Reason | 494,063 | 19,531 | — | 1,884,377 | 2,397,971 | | E. | Change in Control Termination | 494,063 | 19,531 | — | 2,362,502 | 2,876,096 |

  90. Potential Payments Upon Termination or Change in Control

    ___________________________________________________________________________________________________ (1)The annual incentive compensation for 2024 performance would be due to Ms. Assouri 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, 2024, Ms. Assouri was not owed any unearned bonus. Subsequent to December 31, 2024, the Compensation Committee approved the annual incentive compensation bonus of $494,063 for 2024 and payment has been made to her. This amount has been shown as payable as of December 31, 2024 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 Ms. Assouri 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 (8 days at December 31, 2024, valued at $19,531). (3)A cash lump sum would be due in the amount of $450,000 for the immediate vesting of her long-term incentive bonus in the case of Events A, B, D and E. A cash lump sum would be due in the amount of one and one-half times the sum of Ms. Assouri’s annual salary and target bonus in the case of Event D; and two times the sum of Ms. Assouri’s annual salary and target bonus in the case of Event E. Michael F. Smithson Separation Agreement Effective June 21, 2024, in connection with an internal reorganization, Mr. Smithson ceased to serve as the Company’s Executive Vice President, Civil Group and as an employee of Tutor Perini. The Company entered into a Separation Agreement with Mr. Smithson as of July 25, 2024, pursuant to which Mr. Smithson received separation payments totaling $1,050,000, representing 14 months of his annual base salary, paid in equal monthly installments over a seven-month period through February 2025. Mr. Smithson also received a cash payment equal to $900,000, equal to Mr. Smithson’s 2024 target annual bonus, which was paid in March 2025. In addition, he was eligible for reimbursement of COBRA premiums for medical, dental, and vision benefits for himself and his eligible dependents for 18 months, for which he received $2,891 in 2024. _____________________________________________________________________________________________________________________________________________________________________________________________________________

  91. 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, 2024. We selected total compensation paid to our employees from January 1, 2024 to December 31, 2024 (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 our employees (other than our then CEO, Mr. Tutor) based on this consistently applied compensation measure and identified our median-compensated employee. In identifying the median employee, the de minimis exemption of the pay ratio rules allows us to exclude up to 5% of our non-U.S. employees. Pursuant to the de minimis exemption, we excluded 164 employees from Diego Garcia, which comprised approximately 2% of our total employees. As of December 31, 2024, we had 7,510 employees, composed of 6,522 U.S. employees and 988 non-U.S. employees. After applying the de minimis exemption and excluding our CEO, our employee population from which we determined our median employee consisted of 7,345 individuals. The annual total compensation of the median-compensated employee was $65,577. The 2024 total compensation of Mr. Tutor, as measured for reporting in the SCT, was $26,042,027. The ratio of the annual total compensation of Mr. Tutor in 2024 to the annual total compensation of the median-compensated employee was 397 to 1. Based on our current CEO’s (Mr. Smalley’s) 2025 total target compensation, the CEO pay ratio for 2025 is expected to decrease substantially compared to the ratio for 2024 (the Company estimates that this ratio will be approximately 150 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.

  92. 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.

  93. 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) | | 2024 | 26,042,027 | 59,959,612 | 3,243,634 | 7,459,281 | 188.18 | 346.60 | (122,339) | 503,544 | | 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 |

  94. 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 2024 included Mr. Soroka, Mr. Smalley, Mr. Ariqat, Ms. Assouri and Mr. Smithson. Other NEOs for 2023 included Mr. Soroka, Mr. Smalley, Mr. Ariqat, Mr. Smithson and Ms. Wendy A. 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 2024 below.

  95. 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 | | | | | | | | | | | 2024 | 26,042,027 | (14,151,538) | — | 23,320,576 | 17,363,316 | — | 7,385,231 | — | 59,959,612 | | Aggregate Average Information | | | | | | | | | | | Other NEOs | | | | | | | | | | | 2024 | 3,243,634 | (1,280,092) | — | 2,900,151 | 2,117,986 | — | 477,602 | — | 7,459,281 |

  96. 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 2024 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 within its audited financial statements under the caption “Net Cash Provided by (Used in) Operating Activities” for each applicable year.

  97. 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), and operating cash flow for the years ended December 31, 2024, 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 The following graphs show the relationship between the Company’s cumulative TSR and the industry index cumulative TSR for the 5-year, 3-year and 1-year periods ended December 31, 2024. Company Cumulative TSR and Peer Index Cumulative TSR (5-year period ended December 31, 2024) _____________________________________________________________________________________________________________________________________________________________________________________________________________ Company Cumulative TSR and Industry Index Cumulative TSR (3-year period ended December 31, 2024) Company Cumulative TSR and Industry Index Cumulative TSR (1-year period ended December 31, 2024) _____________________________________________________________________________________________________________________________________________________________________________________________________________

  98. 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. Beginning May 2024, the fees for our non-management directors consisted of the following:

  99. DIRECTOR COMPENSATION

    | Annual Cash Retainer | $100,000 | | Annual Equity Value Retainer | $160,000 | | Annual Lead Independent Director Retainer | $30,000 | | Annual Audit Committee Chair Retainer | $25,000 | | Annual Compensation Committee Chair Retainer | $15,000 | | Annual Governance Committee Chair Retainer | $15,000 | | Annual Audit Committee Member Retainer | $12,500 | | Annual Compensation Committee Member Retainer | $7,500 | | Annual Governance Committee Member Retainer | $7,500 |

  100. DIRECTOR COMPENSATION

    For any number of meetings deemed to be more than reasonable by the Compensation Committee after May 2024, members attending these meetings would receive an attendance fee of $1,500 per meeting. During 2024, there were three such meetings of the Audit Committee. Up until May 2024, directors also received $900 per Board meeting attended in person and $300 per Board meeting attended telephonically. Members of the Audit Committee received $2,000 per committee meeting attended in person and $500 per committee meeting attended telephonically. Members of the Compensation and Corporate Governance and Nominating Committees received $900 per committee meeting attended in person and $300 per committee meeting attended telephonically. During 2024, the Company formed an ad hoc Refinance Committee to consult with management regarding the Company’s debt refinancing, which was completed in April 2024. Members of this ad hoc committee received a meeting fee of $300 per meeting. There were two meetings of the Refinance Committee during 2024. _____________________________________________________________________________________________________________________________________________________________________________________________________________ The table below summarizes the total compensation earned by each of the non-management directors serving in 2024.

  101. DIRECTOR COMPENSATION

    | (a) | (b) | (c) | (d) | | Name | Fees Earned (Paid in Cash or Stock) ($)(1) | Stock Awards ($)(2) | Total ($)(3) | | Peter Arkley | 112,903 | 159,997 | 272,900 | | Jigisha Desai | 146,003 | 159,997 | 306,000 | | Sidney J. Feltenstein | 102,103 | 159,997 | 262,100 | | Robert C. Lieber | 164,003 | 159,997 | 324,000 | | Dennis D. Oklak | 147,503 | 159,997 | 307,500 | | Raymond R. Oneglia | 111,403 | 159,997 | 271,400 | | Dale Anne Reiss | 158,403 | 159,997 | 318,400 | | Shahrokh (“Rock”) Shah | 123,903 | 159,997 | 283,900 | | Michael R. Klein (4) | 4,600 | — | 4,600 |

  102. DIRECTOR COMPENSATION

    (1)The amounts in column (b) represent fees paid for the annual cash retainer, committee and committee Chair retainers, Lead Independent Director retainer and attendance (live or telephonically) at Board and committee meetings, as described above. The following table presents the cash and equity components of the $100,000 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:

  103. DIRECTOR COMPENSATION

    | | Share | | | Cash Payment ($) | Total ($) | | Name | Amounts # | Price ($) | Value ($) | | | | Jigisha Desai | 4,786 | 20.89 | 99,980 | 20 | 100,000 | | Sidney J. Feltenstein | 4,786 | 20.89 | 99,980 | 20 | 100,000 | | Robert C. Lieber | 2,872 | 20.89 | 59,996 | 40,004 | 100,000 |

  104. DIRECTOR COMPENSATION

    (2)The amounts in column (c) present the grant date fair value of the shares granted in 2024 based on the fair market value on the date of grant in accordance with ASC 718. The 2024 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, 2024, 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 retired at the end of his term effective May 22, 2024.