DEF 14A of Primoris Services Corp
Filed Mar 21, 2025 · FY20240001104659-25-026688
Technical Difficulties
| COMPENSATION COMMITTEE REPORT | 57 | | COMPENSATION TABLES | 58 | | Summary Compensation Table | 58 | | Grants of Plan-Based Awards, Outstanding Equity Awards at Fiscal Year-End, Options Exercised and Stock Grants Vested | 59 | | Potential Payments Upon Termination | 60 | | Pay Ratio Disclosure | 61 | | Retirement Plans | 62 | | Equity Compensation Plans | 62 | | 2024 PAY VERSUS PERFORMANCE DISCLOSURE | 63 | | STOCKHOLDER PROPOSALS FOR OUR 2026 ANNUAL MEETING | 66 | | OTHER MATTERS | 67 |
Information Regarding Director Nominees
Information Regarding Director Nominees The following table sets forth information regarding each Director nominee up for election at the Annual Meeting. There are no family relationships among any Directors, nominees or executive officers of the Company. To our knowledge, there are no material proceedings to which any Director or executive officer is a party adverse to the Company or has a material interest adverse to the Company. Concurrent with Mr. McCormick’s resignation from the Board, the Board authorized a reduction in the size of the Board to eight members.
Information Regarding Director Nominees
| Name | Position with our Company | Age | Director Since | | Michael E. Ching | Independent Director | 62 | 2022 | | David L. King | Director and Chairman of the Board, Interim President and Chief Executive Officer | 72 | 2015 | | Carla S. Mashinski | Independent Director | 62 | 2019 | | Terry D. McCallister | Independent Director | 69 | 2020 | | Jose R. Rodriguez | Independent Director | 66 | 2021 | | Harpreet Saluja | Independent Director | 56 | N/A | | John P. Schauerman | Independent Director | 68 | 2016 | | Patricia K. Wagner | Independent Director | 62 | 2020 |
Information Regarding Director Nominees
The person named in the enclosed proxy card will vote to elect each of the Director nominees as Directors, unless you withhold this authority to vote for the election of any or all of the nominees by marking the proxy to that effect.
Director Nominee Highlights
Director Nominee Highlights
Director Nominee Highlights
| 2025 PROXY STATEMENT | PRIMORIS | 13 |
Director Nominees’ Skills and Experience
Director Nominees’ Skills and Experience Our Board selected the nominees based on their diverse set of skills and experiences, which align with our business strategy and contribute to the effective oversight of Primoris.
Core Qualifications Possessed by all Director Nominees
Core Qualifications Possessed by all Director Nominees
Core Qualifications Possessed by all Director Nominees
| 100% Highest Integrity | 100% Executive Leadership | 100% Business Acumen |
Directors with Additional Skills and Experience
Directors with Additional Skills and Experience We believe that our Board should consist of individuals reflecting the diversity represented by our employees, customers, and communities in which we operate.
Directors with Additional Skills and Experience
| 14 | PRIMORIS | 2025 PROXY STATEMENT |
Director Nominees’ Biographies and Special Skills
Director Nominees’ Biographies and Special Skills
Director Nominees’ Biographies and Special Skills
| AGE • 62 DIRECTOR SINCE • 2022 COMMITTEES • Audit • Strategy & Risk |
Director Nominees’ Biographies and Special Skills
| MICHAEL E. CHING | | Professional Experience | | Michael Ching has over 35 years of experience in the investment banking and technology industries. He most recently served as Executive Vice President and Global Head of Evalueserve’s Investment Research practice from January 2022 to December 2023, where he led the effort to provide leading sell-side and buy-side research organizations with global talent and AI-driven products and solutions. From 2002 to 2019, he was a Managing Director and Deputy Head of Equities Research at UBS, where he helped manage a department of 150 equity research analysts and associates. Prior to that, Mr. Ching served as a ranked technology analyst at Merrill Lynch. He also worked at Bell Laboratories for nearly ten years as a District Manager and systems engineer focusing on data and fiber optic networks. He holds an M.B.A. from The Wharton School of the University of Pennsylvania, an M.S. in Electrical Engineering from Stanford University, and a B.S. in Electrical Engineering from Rutgers University. |
Director Nominees’ Biographies and Special Skills
| Reasons for Nomination | | We believe that Mr. Ching’s qualifications to serve on our Board include his in-depth knowledge of capital markets, equities research, financial modeling and data analysis and his understanding of systems engineering. The Board has determined that Mr. Ching meets the SEC rules for independence and is therefore an independent Director. | | |
Director Nominees’ Biographies and Special Skills
| 2025 PROXY STATEMENT | PRIMORIS | 15 |
Director Nominees’ Biographies and Special Skills
| AGE • 72 DIRECTOR SINCE • 2015 |
Director Nominees’ Biographies and Special Skills
| DAVID L. KING | | Professional Experience | | David King has served as our Chairman since May 2019 and as one of our Directors since May 2015. Effective March 2025, Mr. King also began serving as Interim President and Chief Executive Officer. He served as our Chief Executive Officer from August 2015 until November 2019, and also served as our President from August 2015 until April 2019. Prior to that, Mr. King was our Executive Vice President, Chief Operating Officer since March 2014. Prior to joining Primoris, Mr. King spent several years at Chicago Bridge & Iron (“CB&I”), a large NYSE listed construction company that was acquired by McDermott International, most recently as President of Lummus Engineered Products from 2013 to March 2014. From 2010 to 2013 he was President of CB&I Project Engineering & Construction based in The Hague, Netherlands responsible for worldwide operations. From 2009 to 2010 he was Group Vice President for Downstream Operations for CB&I Lummus located in The Woodlands, Texas. Mr. King also managed and helped establish the Global Services Group for CB&I in 2008. He has extensive Engineering, Procurement, Fabrication and Construction industry experience in energy-related projects, liquefied natural gas, offshore, pipelines, refining, petrochemicals, gas processing, oil sands, synthesis gas and gas-to-liquids. Recognized as NACD Directorship Certified by the National Association of Corporate Directors, Mr. King received his bachelor’s degree in Mechanical Engineering from Texas Tech University, an M.B.A. from the University of Texas, Tyler, and an Advanced Executive Management Degree from INSEAD in Fontainebleau, France. | | |
Director Nominees’ Biographies and Special Skills
| Reasons for Nomination | | Mr. King has a wealth of knowledge and experience in the industry and our business and has an in-depth knowledge of our employees, culture, competitors and the effect on our business of various government policies. We believe that his history, independence, and experience demonstrate that Mr. King is well qualified to serve on our Board. The Board determined that Mr. King does not meet the SEC rules of independence while he serves as Interim President and Chief Executive Officer and is therefore not an independent Director. | | |
Director Nominees’ Biographies and Special Skills
| 16 | PRIMORIS | 2025 PROXY STATEMENT |
Director Nominees’ Biographies and Special Skills
| AGE • 62 DIRECTOR SINCE • 2019 COMMITTEES • Audit (Chair) • Compensation |
Director Nominees’ Biographies and Special Skills
| CARLA S. MASHINSKI | | Professional Experience | | Carla Mashinski has served as one of our Directors since March 2019. Since July 2015, Ms. Mashinski served as Chief Financial Officer of Cameron LNG, a natural gas liquefaction terminal near the Gulf of Mexico; effective February 2017, her title was expanded to Chief Financial and Administrative Officer until her retirement in May 2022. From 2014 to July 2015, she served as Chief Financial Officer and Vice President of Finance and Information Management for the North America Operation of SASOL, an international integrated energy company. From 2008 to 2014, Ms. Mashinski was employed by SBM Offshore, Inc., a provider of leased floating production systems for the offshore energy industry, serving as Vice President of Finance and Administration, U.S. Chief Financial Officer from 2008 to February 2014, and as Commercial and Contracts Manager from February to August 2014. She served as Vice President and Chief Accounting Officer and Controller of Gulfmark Offshore from 2004 to 2008. Prior to that, Ms. Mashinski held various finance and accounting positions for Duke Energy (1999-2004) and Shell Oil Company (1985-1998) or its affiliated companies. Ms. Mashinski is a certified public accountant and a certified project management professional with a B.S. degree in accounting from the University of Tennessee, Knoxville and an Executive M.B.A. from the University of Texas, Dallas. She also holds a CERT Certification in Cybersecurity Oversight issued by the Software Engineering Institute of Carnegie Mellon University. Recognized as NACD Directorship Certified by the National Association of Corporate Directors, Ms. Mashinski also serves on the Board of BKV Corporation (NYSE:BKV), a natural gas exploration and production company that seeks to deliver reliable, sustainable energy as the Audit and Risk Committee Chair and Compensation Committee member. On January 1, 2024, Carla was appointed to the Board of Ranger Energy Services (NYSE:RNGR), a provider of high specification mobile rig well services, cased hole wireline services and ancillary services in the U.S. oil and gas industry, where she serves as the Audit Committee chair and Nominating & Governance Committee member. She previously served on the Boards of Unit Corporation (NYSE:UNT), a U.S. based energy company engaged in oil and gas exploration and production, contract drilling, and gas gathering and processing and CARBO Ceramics a global technology company that provides products and services to the oil & gas and industrial markets. | | |
Director Nominees’ Biographies and Special Skills
| Reasons for Nomination | | We believe that Ms. Mashinski’s qualifications to serve on our Board include her experience as a Director of various public companies, her accounting and financial expertise as a certified public accountant and project management professional, her executive level experience with corporate financial, human resources, and information management activities, and her industry experience in strategic planning, risk management, compensation, mergers and acquisitions, joint ventures, and financial leadership. The Board has determined that Ms. Mashinski meets the SEC rules for independence and is therefore an independent Director. | | |
Director Nominees’ Biographies and Special Skills
| 2025 PROXY STATEMENT | PRIMORIS | 17 |
Director Nominees’ Biographies and Special Skills
| AGE • 69 DIRECTOR SINCE • 2020 COMMITTEES • Nominating & Corporate Governance (Chair) • Strategy & Risk |
Director Nominees’ Biographies and Special Skills
| TERRY D. MCCALLISTER | | Professional Experience | | Terry McCallister has served as one of our Directors since July 2020. Mr. McCallister has a forty-year history in nearly all aspects of the energy sector, including utilities, pipelines, clean energy, and exploration and production endeavors. He was Chairman and Chief Executive Officer of WGL Holdings, Inc. and Washington Gas from 2009 until his retirement in 2018. Prior thereto, Mr. McCallister served as President and Chief Operating Officer of WGL and Washington Gas, joining Washington Gas in 2000 as Vice President of Operations. He has also held various leadership positions with Southern Natural Gas and Atlantic Richfield Company. Mr. McCallister has a B.S. in Engineering Management from the University of Missouri-Rolla and is a graduate of the University of Virginia’s Darden School of Business Executive Program. Mr. McCallister previously served on the Board of AltaGas Ltd. (TO:ALA) from 2018 to 2022, where he was a member of the Environment, Health, and Safety Committee. His Board experience includes serving as the Chair of WGL Holdings prior to its being acquired in 2018. He has served on the National Petroleum Council, the American Gas Association, the Gas Technology Institute, and the Southern Gas Association and is a member of the Institute of Corporate Directors. |
Director Nominees’ Biographies and Special Skills
| Reasons for Nomination | | We believe that Mr. McCallister’s qualifications to serve on our Board include his experience as a Director of various public companies and his in-depth knowledge of the energy industry. He also brings valuable senior leadership to the Board. The Board has determined that Mr. McCallister meets the SEC rules for independence and is therefore an independent Director. | | |
Director Nominees’ Biographies and Special Skills
| 18 | PRIMORIS | 2025 PROXY STATEMENT |
Director Nominees’ Biographies and Special Skills
| AGE • 66 DIRECTOR SINCE • 2021 COMMITTEES • Audit • Nominating & Corporate Governance |
Director Nominees’ Biographies and Special Skills
| JOSE R. RODRIGUEZ | | Professional Experience | | Jose Rodriguez has served as one of our Directors since May 2021. He is a retired senior audit partner from KPMG, where he served for over 25 years. During his career at KPMG he held various leadership positions, which included serving on its Board of Directors and as lead Director; chief operating officer of KPMG International’s global audit practice; office managing partner; leader of its Audit Committee Institute (ACI); east region professional practice partner and most recently ombudsman. As an audit partner, Mr. Rodriguez had extensive experience with large multinational companies and mid-size private and publicly held companies, with primary emphasis on industrial manufacturing; consumer markets (retail, automotive, and distribution concerns); pharmaceuticals; agribusiness; oil and gas and mergers and acquisitions. Additionally, Mr. Rodriguez is a NACD Fellow and has been included in NACD’s D-100 list, which recognizes the most influential people in and around the Boardroom. Mr. Rodriguez currently serves on the Board of Popular, Inc (Nasdaq:BPOP) since June 2021, where he serves on the Audit Committee and Risk Committee. Mr. Rodriguez previously served on the Board of CareMax, Inc (Nasdaq:CMAX) from June 2021 to February 2025, where he was Chair of the Board, Chair of the Audit Committee and a member of the Compliance Committee. Mr. Rodriguez serves on the Board of trustees of Marymount University; Board of Directors of Latin Corporate Directors Association (first Vice Chair), SECU Family House (Chair), the North Carolina Association of CPAs (Chair-elect), the Dean’s Advisory Council at the University of Miami Herbert School of Business (Chair) and the Business School Advisory Board at Wake Forest University. He is a certified public accountant (licensed in FL, NC and NY). Mr. Rodriguez received a B.B.A with a major in accounting from the University of Miami. | | |
Director Nominees’ Biographies and Special Skills
| Reasons for Nomination | | We believe that Mr. Rodriguez’s qualifications to serve on our Board include his in-depth knowledge and understanding of generally accepted accounting principles, his experience in auditing and SEC reporting, mergers and acquisitions, understanding of the responsibilities and functions of audit Committees and experience in shaping corporate governance strategy to drive long-term corporate value creation to enhance investor confidence. Mr. Rodriquez has four decades of expertise in driving innovative growth, aligning risk with strategy, and developing dynamic talent and the right culture to unlock the power of diversity, inclusion and equity. The Board determined that Mr. Rodriguez meets the SEC rules for and is therefore an Independent Director. | | |
Director Nominees’ Biographies and Special Skills
| 2025 PROXY STATEMENT | PRIMORIS | 19 |
Director Nominees’ Biographies and Special Skills
| AGE • 56 DIRECTOR SINCE • N/A COMMITTEES • N/A |
Director Nominees’ Biographies and Special Skills
| Harpreet Saluja | | Professional Experience | | Harpreet Saluja has more than 30 years of experience in strategy, business development and M&A roles at leading global organizations. In 2024, she joined Ecolab (NYSE: ECL), a global sustainability leader offering water, hygiene and infection prevention solutions and services that protect people and the resources vital to life. As executive vice president of Corporate Strategy & Business Development, she is responsible for the company’s new business ventures, M&A and business development activities. From 1998 to 2024, Ms. Saluja held executive roles in Corporate Development & Planning at Eaton (NYSC: ETN), a global power management company focused on electrical, aerospace and vehicle end markets. From 2013 to 2024, she was senior vice president and led the company’s corporate strategy and global M&A function. From 1995 to 1998, she performed international business development and integration roles for Tenneco Automotive, a global tier one automotive supplier. Ms. Saluja holds an M.B.A. from the University of Michigan, a Bachelor of Law and Bachelor of Arts degree in mathematics and psychology from Punjab University in India. She serves as an Independent Trustee of First American Funds, an affiliate of US Bancorp. |
Director Nominees’ Biographies and Special Skills
| Reasons for Nomination | | We believe that Ms. Saluja’s qualifications to serve on our Board include her wealth of business experience and deep knowledge of strategy and M&A. Her global business expertise in the manufacturing sector and extensive background in finance and strategic planning make her well suited to help guide Primoris’ growth and value creation strategies. Ms. Saluja’s executive leadership in large public companies, along with her board trustee experience on both audit and governance committees, demonstrate that she is well qualified to serve on our Board. The Board has determined that Ms. Saluja meets the SEC rules for independence and therefore would qualify as an independent director. | | |
Director Nominees’ Biographies and Special Skills
| 20 | PRIMORIS | 2025 PROXY STATEMENT |
Director Nominees’ Biographies and Special Skills
| AGE • 68 DIRECTOR SINCE • 2016 COMMITTEES • Compensation • Strategy & Risk (Chair) |
Director Nominees’ Biographies and Special Skills
| JOHN P. SCHAUERMAN | | Professional Experience | | John Schauerman has served as one of our Directors since November 2016. He served as the Company’s Executive Vice President of Corporate Development from February 2009 to December 2012 and was responsible for developing and integrating Primoris’ overall strategic plan, including the evaluation and structuring of new business opportunities and acquisitions. Prior to that, Mr. Schauerman served as our Chief Financial Officer from February 2008 to February 2009. He also served as a Director of the Company from July 2008 to May 3, 2013 and as a Director of its predecessor entity, ARB, Inc. (“ARB”) from 1993 to July 2008. Mr. Schauerman joined ARB in 1993 as the Company’s Senior Vice President. Previously, he served as Senior Vice President of Wedbush Morgan Securities, Inc., a regional investment bank focused on financing activities for middle market companies (n/k/a Wedbush Securities, Inc.). Mr. Schauerman has served on the Board of Directors of Ascent Industries Co (Nasdaq:ACNT) since June 2020. Mr. Schauerman also served on the Boards of Directors of MYR Group (Nasdaq:MYRG) from March 2016 through November 2016; Harmony Merger Corp. (Nasdaq:HRMNU), a blank check investment company, from March 2015 through July 2017, and Wedbush Securities, Inc., a leading financial services and investment firm, from August 2014 through February 2018. Mr. Schauerman is a member of the Dean’s Executive Board of the UCLA School of Engineering. Mr. Schauerman holds an M.B.A. in Finance from Columbia University, New York, and a B.S. in Electrical Engineering from the University of California, Los Angeles. |
Director Nominees’ Biographies and Special Skills
| Reasons for Nomination | | We believe that Mr. Schauerman’s qualifications to serve on our Board include his experience as a Director of various public companies, his experience as chief financial officer of a construction company, his wealth of knowledge of business systems and understanding of generally accepted accounting principles, experience in analyzing financial statements, understanding of internal control over financial reporting and his understanding and knowledge of public company rules and regulations. The Board determined that Mr. Schauerman meets the SEC rules for independence and is therefore an independent Director. | | |
Director Nominees’ Biographies and Special Skills
| 2025 PROXY STATEMENT | PRIMORIS | 21 |
Director Nominees’ Biographies and Special Skills
| AGE • 62 DIRECTOR SINCE • 2020 COMMITTEES • Compensation (Chair) • Strategy & Risk |
Director Nominees’ Biographies and Special Skills
| PATRICIA K. WAGNER | | Professional Experience | | Patricia Wagner has served as one of our Directors since July 2020. Ms. Wagner has over thirty years of experience in the utility and industrial markets, with leadership experience at both the corporate and operating subsidiary level. She was Group President of U.S. utilities for Sempra Energy (NYSE:SRE) until her retirement in 2019. Her career with Sempra spanned nearly twenty-five years and included such leadership roles as Chief Executive Officer of SoCal Gas and Chief Executive Officer of Sempra U.S. Gas & Power, which included Sempra’s renewable energy infrastructure portfolio along with other infrastructure assets. She also held leadership roles in accounting, information technology, and audit. Prior to her time at Sempra, she held positions at Fluor, Allergan Pharmaceuticals, and American McGaw. Ms. Wagner currently serves on the Boards of Apogee Enterprises, Inc. (Nasdaq:APOG), where she is the chair of the Compensation Committee and a member of the Nominating & Corporate Governance Committee, and of California Water Service Group (NYSE:CWT), where she is chair of the Finance and Investment Committee and is a member of the Audit and Compensation Committees. Ms. Wagner holds a B.S. in Chemical Engineering from California Polytechnic State University and an M.B.A. from Pepperdine University. |
Director Nominees’ Biographies and Special Skills
| Reasons for Nomination | | We believe that Ms. Wagner’s qualification to serve on our Board include her experience as a Director of various public companies and her in-depth knowledge of regulated utilities and familiarity with the California regulatory environment. She also brings valuable accounting and finance, senior leadership, and operational experience to the Board. The Board has determined that Ms. Wagner meets the SEC rules for independence and is therefore an independent Director. | | |
Director Nominees’ Biographies and Special Skills
| 22 | PRIMORIS | 2025 PROXY STATEMENT |
Director Nominees’ Biographies and Special Skills
PROPOSAL 2 – TO APPROVE, IN AN ADVISORY, NON-BINDING VOTE, THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION
Director Nominees’ Biographies and Special Skills
| You are being asked to vote on a non-binding, advisory resolution regarding the compensation of the Company’s named executive officers. |
Director Nominees’ Biographies and Special Skills
We believe that our compensation policies and procedures are competitive and strongly aligned with the long-term interest of our stockholders. This advisory stockholder vote, commonly known as “Say-on-Pay”, gives you as a stockholder the opportunity to express approval or withhold approval of the compensation we pay our named executive officers through voting for or against the following resolution: “Resolved, that the stockholders approve the compensation of the Company’s named executive officers as disclosed in the Company’s 2025 proxy statement pursuant to the disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the Summary Compensation Table and the other executive compensation tables and related discussions).” The Company and the Compensation Committee remain committed to the compensation philosophy, policies and objectives outlined under the heading “Compensation Discussion and Analysis” in this proxy statement. The Compensation Committee will continue to review all elements of the executive compensation program and take any steps it deems necessary to continue to fulfill the objectives of the program. Stockholders are encouraged to carefully review the “EXECUTIVE COMPENSATION” section of this proxy statement for a detailed discussion of the Company’s executive compensation program. Because your vote is advisory, it will not be binding upon the Company or the Board of Directors. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.
Selection of Board Nominees
Selection of Board Nominees The Board believes that the Board, as a whole, should include individuals with a diverse range of backgrounds and experience to give the Board both depth and breadth in the mix of skills represented for the benefit of our stockholders. The Board endeavors to have a group of Directors with significant industry knowledge and other relevant experience. Accordingly, the Board and the Nominating and Corporate Governance Committee consider the qualifications of Directors and Director nominees professional and educational background, skills, expertise, potential time commitment, and other criteria. The Board and Nominating and Corporate Governance Committee also understand the importance of Board refreshment and aim to achieve a balance between the knowledge that comes from longer-term service on the Board with the new experience, ideas and energy that can come from adding Directors to the Board. To that end, our Corporate Governance Guidelines provide that Directors may not stand for re-election if the election occurs after they reach the age of 75. In addition, the Board and Nominating and Corporate Governance Committee view the consistent focus on Board membership criteria, Board composition and size, as well as the anticipation of vacancies, to be integral parts of Board refreshment. Our Corporate Governance Guidelines contain Board membership criteria that apply to current Directors as well as Board nominees. The Nominating and Corporate Governance Committee regularly evaluates the appropriate size of the Board and whether any vacancies on the Board are expected due to retirement or otherwise. If any vacancies are
Selection of Board Nominees
| 32 | PRIMORIS | 2025 PROXY STATEMENT |
Selection of Board Nominees
anticipated or arise, the Nominating and Corporate Governance Committee will consider Director candidates suggested by current Board members, management, third-party search firms and others. The Nominating and Corporate Governance Committee will also consider Director nominations by stockholders that are made in compliance with our bylaws. All applications, recommendations or proposed nominations for Board membership received by the Company will be referred to the Nominating and Corporate Governance Committee. The manner in which the qualifications of a nominee are evaluated does not differ if the nominee is recommended by a stockholder. The Nominating and Corporate Governance Committee’s consideration of a candidate as a Director includes assessment of the individual’s understanding of our business, the individual’s professional and educational background, skills, expertise, potential time commitment, and other criteria established by the Nominating and Corporate Governance Committee from time to time. To provide such a contribution to us, a Director must generally possess one or more of the following, in addition to personal and professional integrity:
Selection of Board Nominees
| • Experience in corporate management; | | • Experience in our industry; | | • Experience as a Board member or officer of a publicly held company; | | • Experience in financial and accounting matters; | | • Diversity of expertise and experience in substantive matters related to our business; and | | • Practical and mature business judgment. |
Selection of Board Nominees
The Nominating and Corporate Governance Committee has adopted procedures for evaluating the suitability of potential Director nominees, including qualifications for a “financial expert” and financially literate members for the Audit Committee. The Nominating and Corporate Governance Committee will consider all stockholder recommendations for candidates for the Board, which should be sent to the Nominating and Corporate Governance Committee, c/o Secretary, Primoris Services Corporation, 2300 N. Field Street, Suite 1900, Dallas, Texas 75201. The Nominating and Corporate Governance Committee will evaluate recommendations for Director nominees submitted by Directors, management or qualifying stockholders in the same manner, by using the criteria stated above. All Directors and Director nominees will be required to submit a completed Directors’ and Officers’ questionnaire as part of the nominating process. At the discretion of the Nominating and Corporate Governance Committee, the process may also include interviews and additional background and reference checks for non-incumbent nominees.
Selection of Board Nominees
| 2025 PROXY STATEMENT | PRIMORIS | 33 |
Director Compensation
Director Compensation The table below details the compensation earned by our non-employee Directors in 2024.
Director Compensation
| Non-Employee Director | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Michael E. Ching | $92,500 | $151,950 | $244,450 | | Stephen C. Cook | 122,500 | 151,950 | 274,450 | | David L. King | 212,500 | 151,950 | 364,450 | | Carla S. Mashinski | 112,500 | 151,950 | 264,450 | | Terry D. McCallister | 107,500 | 151,950 | 259,450 | | Jose R. Rodriguez | 92,500 | 151,950 | 244,450 | | John P. Schauerman | 107,500 | 151,950 | 259,450 | | Patricia K. Wagner | 107,500 | 151,950 | 259,450 |
Director Compensation
Represents the aggregate grant date fair value of the shares of Common Stock issued to each of the non-employee Directors as compensation during 2024. The shares were issued under the 2023 Equity Incentive Plan and are subject to a one-year contractual holding requirement from the date of issuance. The Company has never issued stock options as Director compensation and there were no outstanding equity awards as of December 31, 2024.
Director Compensation
| 38 | PRIMORIS | 2025 PROXY STATEMENT |
Director Compensation
STOCK OWNERSHIP
Components of NEO Compensation
| Compensation Element | Performance/Payment Criteria | Purpose | | Base Salary Cash | • Individual performance; • Specific role and responsibilities; and • Experience in the role | • To provide a fixed level of cash compensation; and • To attract and retain key executives | | Annual Incentive Plan Cash | Total award is based on the achievement of performance targets established by the Compensation Committee related to: • Net Income; • New Business Generated; • Cash Management; and • Safety Performance | • To provide incentives to achieve annual financial and operational performance targets, which focus on profitable growth and safe execution; • To reward achievement of those targets; and • To attract and retain key executives | | Long-Term Incentive Plan Performance Stock Units (“PSUs”) Restricted Stock Units (“RSUs”) | • PSUs vest over three years, subject to continued service, and are tied to the achievement of performance targets related to (i) Net Income and (ii) Operating Margin, in each case established by the Compensation Committee • RSUs vest over three years, subject to continued service | • To incentivize achievement of our long-term financial performance targets; • To attract and retain key executives; and • To align executive and stockholder interests | | Retirement Benefits 401(k) Matching | | • To provide a competitive compensation package | | Non-Qualified Deferred Compensation Plan | | | | Perquisites Healthcare Benefits Auto Allowance Aircraft Usage | | • To maintain the health and safety of executives; and • To provide a competitive compensation package |
Annual Incentive Plan
Annual Incentive Plan The Company’s annual incentive plan (“AIP”) for senior leadership and executives is designed to provide annual awards payable in cash. An eligible NEO that begins employment during the performance year will generally be prorated for their first year based on their date of hire, unless otherwise determined by the CEO and with the approval of the Compensation Committee. Generally, a NEO must be employed by the Company on the date any cash incentive compensation is paid. Otherwise, the NEO forfeits any and all rights to such compensation unless contractual provisions entitle the NEO to a full or pro-rated amount or otherwise as determined by the CEO (other than with respect to himself) and with approval of the Compensation Committee.
Measurable Performance Awards
| Name | Base Salary Earned | AIP Target (% of Base Salary) | AIP Target Amount | | Thomas E. McCormick | $929,769 | 120% | $1,115,723 | | Kenneth M. Dodgen | 573,358 | 100 | 573,358 | | John M. Perisich | 575,673 | 100 | 575,673 |
Net Income Component
Net Income Component The Net Income Component of the AIP is based on annual net income. A payout occurs only if actual net income is greater than the threshold amount and payout under this component is subject to a maximum achievement percentage. Based on the performance scale adopted by the Compensation Committee for the 2024 performance year, NEOs could earn awards for this component of the AIP as follows (when performance falls between the designated payout points above the threshold amount, the awards are determined by interpolation):
Net Income Component
| Name | AIP Target Amount | AIP Net Income Component | Achievement Percentage | AIP Net Income Award Achieved(1) | | Thomas E. McCormick | $1,115,723 | 60% | 200.0% | $1,338,868 | | Kenneth M. Dodgen | 573,358 | 60 | 200.0 | 688,029 | | John M. Perisich | 575,673 | 60 | 200.0 | 690,808 |
New Business Generated Component
New Business Generated Component The New Business Generated Component of the AIP measures the amount of new business the Company has generated in the plan year. A payout occurs only if actual new business generated is greater than the threshold amount and payout under this component is subject to a maximum achievement percentage. Based on the performance scale adopted by the Compensation Committee for the 2024 performance year, NEOs could earn awards for this component of the AIP as follows (when performance falls between the designated payout points above the threshold amount, the awards are determined by interpolation):
New Business Generated Component
| Name | AIP Target Amount | AIP New Business Generated Component | Achievement Percentage | AIP New Business Generated Award Achieved(1) | | Thomas E. McCormick | $1,115,723 | 20% | 192.4% | $429,402 | | Kenneth M. Dodgen | 573,358 | 20 | 192.4 | 220,665 | | John M. Perisich | 575,673 | 20 | 192.4 | 221,556 |
Cash Management Component
Cash Management Component The Cash Management Component of the AIP signifies the ability of the Company to manage cash during the 2024 plan year. A payout occurs only if actual cash management is better than the threshold amount and payout under this component is subject to a maximum achievement percentage. Based on the performance scale adopted by the Compensation Committee for the 2024 performance year, NEOs could earn awards for this component of the AIP as follows (when performance falls between the designated payout points above the threshold amount, the awards are determined by interpolation):
Cash Management Component
| Name | AIP Target Amount | AIP Cash Management Component | Achievement Percentage | AIP Cash Management Award Achieved(1) | | Thomas E. McCormick | $1,115,723 | 10% | 200.0% | $223,145 | | Kenneth M. Dodgen | 573,358 | 10 | 200.0 | 114,672 | | John M. Perisich | 575,673 | 10 | 200.0 | 115,135 |
Safety Performance Component
Safety Performance Component The final component of the AIP is based on the Company’s achievement of measurable safety performance goals. Performance with respect to this component is measured by the Company’s consolidated total recordable incident rate (“TRIR”) for the performance year. A payout occurs only if actual TRIR is below the threshold amount and payout under this component is subject to a maximum achievement percentage. Based on the performance scale adopted by the Compensation Committee for the 2024 performance year, NEOs could earn awards for this component of the AIP as follows (when performance falls between the designated payout points below the threshold amount, the awards are determined by interpolation):
Safety Performance Component
| Name | AIP Target Amount | AIP Safety Component | Achievement Percentage | AIP Safety Award Achieved(1) | | Thomas E. McCormick | $1,115,723 | 10% | 155.6% | $173,557 | | Kenneth M. Dodgen | 573,358 | 10 | 155.6 | 89,189 | | John M. Perisich | 575,673 | 10 | 155.6 | 89,549 |
Aggregate Annual Incentive Plan Award
Aggregate Annual Incentive Plan Award Based on the performance described above for the 2024 performance year, the following table details the actual payouts under the AIP.
Aggregate Annual Incentive Plan Award
| | AIP Target Amount | Net AIP Award Earned | | | Name | | Amount(1) | % of Target | | Thomas E. McCormick | $1,115,723 | $2,102,986 | 188.5% | | Kenneth M. Dodgen | 573,358 | 1,080,701 | 188.5 | | John M. Perisich | 575,673 | 1,085,066 | 188.5 |
Aggregate Annual Incentive Plan Award
1 Net amount earned reflects the Compensation Committee’s exercise of discretion to reduce the total 2024 AIP awards for NEOs in consideration of the bonus performance within certain Company business units and opportunities for continued improvement.
Long-Term Incentive Plan (“LTIP”)
Long-Term Incentive Plan (“LTIP”) In 2022, the Compensation Committee approved a replacement for the previous Incentive Compensation Plan (“ICP”) where the NEOs were paid their total incentives awards 75% in cash and 25% in RSUs with the LTIP. The RSUs from the ICP generally vest over three years in equal annual installments, as long as the NEO is employed by the Company, subject to accelerated vesting upon the reporting person’s termination without cause, death, disability, or retirement from the Company. The number of RSUs were determined using a 25% discount to the average December 2021 closing price for Primoris shares. The last RSU vesting under this plan occurred on March 1, 2024.The LTIP for senior leadership is designed to provide our NEOs with long-term incentive awards payable in equity. Targets are reviewed and set by the Compensation Committee. In connection with the new LTIP design, the 2023 award values approved by the Compensation Committee included both annual and transition components. This approach was intended to be a one-time occurrence and, in 2024, LTIP award values were based on the annual component only. As performance periods are completed, we discuss the achievement and any payouts, along with retroactively disclosing the targets for the metrics that do not cause competitive harm, after the relevant portion of the LTIP awards vest.
Long-Term Incentive Plan (“LTIP”)
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Long-Term Incentive Plan (“LTIP”)
In 2023, 75% of the equity granted was in the form of PSUs and 25% was in the form of RSUs. RSUs vest over three years in increments of 25% after year one, 25% after year two and 50% after year three. PSUs for the 2023 plan year are eligible to vest over three years in increments of 25% after year one, 25% after year two and 50% after year three. Actual vested shares under PSU awards for any vesting year are determined by performance for that year against metrics as outlined below. The Compensation Committee approved, for the 2023 plan year only, the PSU vesting schedule to be ratable with the aim to effectively transition participants from the ICP. For 2024 and beyond, 65% of the equity granted was in the form of PSUs and 35% was in the form of RSUs. RSUs vest over three years in increments of 25% after year one, 25% after year two and 50% after year three and 100% of the PSUs will cliff vest after year three. The table below represents the number of PSUs and RSUs granted under the LTIP program in 2024:
Long-Term Incentive Plan (“LTIP”)
| Name | Total Grant (in units at target) | PSUs Granted (in units at target) | RSUs Granted (in units) | | Thomas E. McCormick | 62,695 | 40,751 | 21,944 | | Kenneth M. Dodgen | 22,208 | 14,435 | 7,773 | | John M. Perisich | 28,259 | 18,368 | 9,891 |
Long-Term Incentive Plan (“LTIP”)
The following is the calculation of the shares vesting based on the 2024 performance period:
Cumulative Net Income Component
| Name | LTIP PSU Target Shares | LTIP Cumulative Net Income Component | Achievement Percentage | LTIP PSU Shares Earned(1) | | Thomas E. McCormick | 31,568 | 70% | 200.0% | 44,196 | | Kenneth M. Dodgen | 11,181 | 70% | 200.0% | 15,564 | | John M. Perisich | 12,578 | 70% | 200.0% | 17,610 |
Operating Margin Percentage Component
| Name | LTIP PSU Target Shares | LTIP Operating Margin Percentage Component | Achievement Percentage | LTIP PSU Shares Earned(1) | | Thomas E. McCormick | 31,568 | 30% | 115.6% | 10,950 | | Kenneth M. Dodgen | 11,181 | 30% | 115.6% | 3,879 | | John M. Perisich | 12,578 | 30% | 115.6% | 4,363 |
Risk Assessment
| • The Compensation Committee structures compensation at the senior management level to consist of both fixed and variable compensation. The base salaries of senior management are typically set at market levels and are designed to provide a steady income so that senior management does not feel pressured to focus exclusively on stock price performance to the detriment of other important business metrics. The variable portions of compensation are generally designed to reward both short-term and long-term performance as measured under several financial and operational performance metrics. Additionally, PSUs and RSUs generally vest over three years, which the Compensation Committee believes encourages senior management to focus on sustained stock appreciation and promotes retention. The Compensation Committee believes that the variable elements of compensation are a sufficient percentage of overall compensation to motivate short-term and long-term results, while the fixed element is also sufficient such that senior management is not encouraged to take unnecessary or excessive risks in doing so. | | • The Compensation Committee believes the financial and operational performance measures for determining cash and equity awards earned under our incentive plans are aligned with the Company’s short-term and long-term operating and strategic plans and that the targets for those measures are set at appropriate levels that do not encourage unnecessary or excessive risk taking. | | • The Board has adopted stock ownership guidelines for our executive officers, which the Compensation Committee believes provide a considerable incentive for management to consider the Company’s long-term interests because a meaningful portion of their personal investment portfolio consists of the Company’s Common Stock. | | • Individual awards are capped under our AIP, which the Compensation Committee believes mitigates excessive risk taking. | | • The Company has a Clawback Policy that requires us to recover certain incentive compensation from executive officers for the achievement of certain Company financial results that were subsequently subject to a restatement. |
Equity Grant Practices
Equity Grant Practices The Company grants annual equity awards at approximately the same time each year following the approval by the Compensation Committee. The Compensation Committee and the Board do not have a policy or practice to take into account material non-public information when determining the timing or terms of equity awards nor to time disclosure of material non-public information for the purpose of affecting the value of executive compensation with such equity awards. In 2024, the Company did not grant stock options, stock appreciation rights, or similar option-like awards.
Employment Agreements for Named Executive Officers
Employment Agreements for Named Executive Officers Effective April 1, 2022, the Company entered into an employment agreement with Thomas E. McCormick, setting out his annual base salary, plus a performance bonus opportunity. In the event of termination without cause, resignation with good reason or by reason of death or disability, severance benefits will be paid, including a lump sum equal to 200% of the annual base salary, a pro-rated bonus for the current year, up to one year of the employee’s share of the premium for COBRA medical benefits, and accelerated vesting of any unvested RSUs and PSUs. In the event of termination due to a change in control, severance benefits will be paid, including a lump sum equal to 2.5 times the sum of the annual base salary in effect upon the termination date and the target bonus for the year in which the termination date occurs, a
Employment Agreements for Named Executive Officers
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Employment Agreements for Named Executive Officers
bonus, if any, which would have been payable to the employee for the calendar year in which the termination date occurs, up to 30 months of the employee’s share of the premium for COBRA medical benefits and accelerated vesting of any unvested RSUs and PSUs. Effective April 1, 2022, the Company entered into employment agreements with Kenneth M. Dodgen and John M. Perisich setting out their annual base salary, plus a performance bonus opportunity. In the event of termination without cause, resignation with good reason or by reason of death or disability, severance benefits will be paid, including a lump sum equal to 100% of the annual base salary, a pro-rated bonus for the current year, up to one year of the employee’s share of the premium for COBRA medical benefits, and accelerated vesting of any unvested RSUs and PSUs. In the event of termination due to a change in control, severance benefits will be paid, including a lump sum equal to 2.0 times the sum of the annual base salary in effect upon the termination date and the target bonus for the year in which the termination date occurs, a pro-rated bonus, if any, which would have been payable to the employee for the calendar year in which the termination date occurs, up to 24 months of the employee’s share of the premium for COBRA medical benefits and accelerated vesting of any unvested RSUs and PSUs. All of the employment agreements contain certain restrictive covenants that prohibit the executives from disclosing information that is confidential to us and our subsidiaries and generally prohibits them, during the employment term and for two years thereafter, in the event of a termination for cause or resignation without good reason from soliciting or hiring our employees or our subsidiary employees and from using our confidential information to divert any customer business from us, or to otherwise alter the manner in which a customer does business with us.
Employment Agreements for Named Executive Officers
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Employment Agreements for Named Executive Officers
COMPENSATION COMMITTEE REPORT The Compensation Committee of the Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis contained in this Proxy Statement. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included herein and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Compensation Committee Patricia K. Wagner (Chair) Carla S. Mashinski John P. Schauerman
Employment Agreements for Named Executive Officers
| 2025 PROXY STATEMENT | PRIMORIS | 57 |
Employment Agreements for Named Executive Officers
COMPENSATION TABLES
Summary Compensation Table
Summary Compensation Table The following table and accompanying notes provide summary information with respect to total compensation earned or paid by us or our subsidiaries to our NEOs.
Summary Compensation Table
| | | | Stock Awards | | | Non-Equity Incentive Plan Compensation(4) | | | | Name and Principal Position Year | Year | Salary(1) | RSUs ($)(2) | PSUs ($)(3) | Total ($) | | All other Compensation(5) | Total | | Thomas E. McCormick Former President and Chief Executive Officer | 2024 | $929,769 | $867,007 | $1,610,072 | $2,477,079 | $2,102,986 | $196,233 | $5,706,067 | | | 2023 | 890,769 | 1,157,530 | 3,472,508 | 4,630,038 | 1,338,077 | 145,744 | 7,004,628 | | | 2022 | 833,461 | 475,214 | — | 475,214 | 1,146,351 | 130,561 | 2,585,587 | | Kenneth M. Dodgen Executive Vice President, Chief Financial Officer | 2024 | $573,358 | $307,111 | $570,327 | $877,438 | $1,080,701 | $85,621 | $2,617,118 | | | 2023 | 550,385 | 410,025 | 1,230,020 | 1,640,045 | 688,971 | 122,888 | 3,002,289 | | | 2022 | 518,423 | 231,370 | — | 231,370 | 594,204 | 86,844 | 1,430,841 | | John M. Perisich Executive Vice President Chief Legal Officer | 2024 | $575,673 | $390,793 | $725,720 | $1,116,513 | $1,085,066 | $61,773 | $2,839,025 | | | 2023 | 550,385 | 461,285 | 1,383,773 | 1,845,058 | 688,971 | 134,073 | 3,218,487 | | | 2022 | 525,039 | 257,345 | — | 257,345 | 601,786 | 86,659 | 1,470,829 |
Summary Compensation Table
1 Salary includes all regular wages paid to the NEO and any amount that was voluntarily deferred by the NEO pursuant to our 401(k) Plan. 2 The amounts shown in this column represents the aggregate grant date fair value of the RSUs granted by our Board of Directors computed in accordance with FASB ASC Topic 718, as described in Note 16 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. The grant date fair value was based on the market closing price of our stock one day prior to the grant date. This amount reflects our accounting expense to be recognized over the vesting period of the RSUs awarded and does not correspond to the actual value that will be recognized by the NEO. These awards were granted on March 1, 2024, 2023, and 2022. 3 The amounts shown reflect the aggregate grant date fair value of PSUs granted during the fiscal year ended December 31, 2024 and 2023, calculated in accordance with FASB ASC Topic 718. The grant date fair value is based on the closing price of our common stock one day prior to the grant date. Grant date fair value of PSUs was based on probable achievement of the applicable performance goals, and the value ultimately realized by the NEO upon actual vesting of the awards may or may not be equal to this determined value. PSUs vest upon completion of a performance period (subject to continued service), with the amount that vests based on the achievement of certain Company performance conditions. The final amount of earned PSUs can range from 0% to a maximum of 200% (assuming the highest level of performance) of the target amount of unearned PSUs that were granted, and upon settlement, shares of our common stock are issued for each earned PSU. With respect to the PSUs awarded during fiscal year 2024, the grant date fair value, assuming the highest level of Company performance conditions were to be achieved, would be as follows: for Mr. McCormick, $3,220,144; for Mr. Dodgen, $1,140,654; and for Mr. Perisich, $1,451,440. 4 Amounts shown in this column reflect the measurable cash awards earned under the Company’s AIP, which is discussed in further detail in the preceding section “Compensation Discussion and Analysis—Annual Incentive Plan.” 5 All other compensation for the NEOs includes the following:
Summary Compensation Table
| | Year | Auto Allowance | Personal Use of Company Airplane(1) | Company Paid Portion of Health Care Benefits | Company Paid Contributions to Employee 401K Savings Account | Total Other Compensation | | Thomas E. McCormick | 2024 | $14,750 | $154,579 | $14,913 | $11,991 | $196,233 | | Kenneth M. Dodgen | 2024 | $14,750 | $42,158 | $14,913 | $13,800 | $85,621 | | John M. Perisich | 2024 | $14,750 | $19,778 | $13,445 | $13,800 | $61,773 |
Summary Compensation Table
The Company determined the value of personal aircraft use using the aggregate incremental cost to the Company, including the cost of fuel, trip-related maintenance, crew travel expenses, landing fees, trip related costs and other variable costs. For tax purposes, income is imputed to the executive for non-business travel based on a multiple of the SIFL rates.
Summary Compensation Table
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Grants of Plan-Based Awards, Outstanding Equity Awards at Fiscal Year-End, Options Exercised and Stock Grants Vested
Grants of Plan-Based Awards, Outstanding Equity Awards at Fiscal Year-End, Options Exercised and Stock Grants Vested The following table sets forth the individual grants of plan-based awards to our NEOs during 2024.
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock Awards(4) | | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Thomas E. McCormick | N/A | 0 | 1,115,723 | 2,231,446 | | | | 0 | | | | 3/1/2024 | | | | 0 | 40,751 | 81,502 | | 1,610,072 | | | 3/1/2024 | | | | | | | 21,944 | 867,007 | | Kenneth M. Dodgen | N/A | 0 | 573,358 | 1,146,715 | | | | | | | | 3/1/2024 | | | | 0 | 14,435 | 28,870 | 22,208 | 880,325 | | | | | | | | | | 7,773 | 307,111 | | John M. Perisich | N/A | 0 | 575,673 | 1,151,347 | | | | | | | | 3/1/2024 | | | | 0 | 18,368 | 36,736 | 25,259 | 1,001,267 | | | | | | | | | | 9,891 | 390,793 |
Grants of Plan-Based Awards
1 The threshold, target and maximum amounts in these columns show the range of cash payouts targeted for 2024 that could have been earned based on the achievement of performance goals under the AIP, which is discussed in further detail in “Compensation Discussion and Analysis—Compensation Committee Pay Decisions—Annual Bonuses”. The actual amounts paid are described in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” 2 The amounts shown represent the number of shares of our common stock that could be earned with respect to PSUs granted under the 2024 long-term incentive plan. The number of PSUs that will become earned and vest, and the resulting number of shares of common stock to be issued, will be determined as soon as administratively practical after completion of the one-year performance periods ending December 31, 2024, December 31, 2025, and December 31, 2026, and the number of shares can range from 0% to a maximum of 200% of the target number. PSUs are described in further detail under Compensation Discussion & Analysis—Long-Term Incentive Plan. 3 The amounts shown represent the number of RSUs and PSUs that were granted under the 2024 long-term incentive plan. The RSUs awarded vest 25% after year one, 25% after year two and 50% after year three, assuming the NEO continues to meet the requirements for vesting, and the initial vesting occurred on March 1, 2025. 4 The amount shown in this column represents the aggregate grant date fair value of the RSUs and PSUs granted by our Board of Directors computed in accordance with FASB ASC Topic 718.
Stock Vested in 2024
Stock Vested in 2024 The following table sets forth the number and value of stock awards that vested for the NEOs during 2024.
Stock Vested in 2024
| | Stock Awards | | | | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | Thomas E. McCormick | 82,914 | $3,547,481 | | Kenneth M. Dodgen | 31,013 | 1,320,621 | | John M. Perisich | 33,793 | 1,430,821 |
Stock Vested in 2024
1 Amounts shown reflect the market value of the shares as of the vesting date.
Potential Payments Upon Termination
Potential Payments Upon Termination The Company has entered into employment agreements with Messrs. McCormick, Dodgen and Perisich. The terms of the employment agreements provide that we must pay certain severance benefits in the event the NEO is terminated by us for any reason other than for “cause”. The following table shows amounts that would be payable to each of the following NEOs under the scenario that the executive is terminated without cause or leaves due to death or disability. The table assumes that the terminating event occurred on December 31, 2024, and the NEO returned an executed release of claims (other than if leaving due to death), on which these termination payments are conditioned.
Potential Payments Upon Termination
| | Base Salary(1) | Equity(2) | Bonus(3) | Health Care Benefits(4) | Accrued Vacation(5) | Total | | Thomas E. McCormick | $1,872,000 | $11,212,642 | $2,102,986 | $24,069 | $90,000 | $15,301,697 | | Kenneth M. Dodgen | 577,200 | 4,032,468 | 1,080,701 | 24,069 | 55,500 | 5,769,938 | | John M. Perisich | 580,000 | 4,675,476 | 1,085,066 | 24,245 | 55,769 | 6,420,556 |
Potential Payments Upon Termination
1 Calculated as a lump sum payment equal to 200% of Mr. McCormick’s base salary and one year’s base salary in respect of Messrs. Dodgen and Perisich. 2 Represents accelerated vesting, as of December 31, 2024, of RSUs and PSUs granted to each of the NEOs. The actual number of unearned PSUs that would become earned upon occurrence of the event would be based on the achievement of target performance goals, pro-rated for the number of months of the applicable performance period that have elapsed as of the termination date divided by the total number of months in the applicable performance period. The value is based on the closing price of our Common Stock at December 31, 2024 (the last business day of our most recently completed fiscal year). 3 In the event of termination without cause, or by death or disability, calculated as a lump sum payment equal to the bonus amount that would have been paid for the calendar year. 4 In the event of the executive’s termination without cause or disability, he is entitled to up to one year of healthcare benefits. The amount reflects both the employee and employer portion of health care premium costs. 5 Each executive is allowed an accrual of up to five weeks of vacation. For purposes of this table, it was assumed that the full five weeks would be paid upon termination. The following table shows amounts that would be payable to each of the following NEOs under the scenario that the executive is terminated for a change in control. The table assumes that the terminating event occurred on December 31, 2024, and the NEO returned an executed release of claims, on which these termination payments are conditioned.
Potential Payments Upon Termination
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Potential Payments Upon Termination
| | Base Salary(1) | Equity(2) | Bonus(3) | Health Care Benefits(4) | Accrued Vacation(5) | Total | | Thomas E. McCormick | $2,340,000 | $14,896,090 | $2,789,308 | $60,173 | $90,000 | $20,175,571 | | Kenneth M. Dodgen | 1,154,400 | 5,337,228 | 1,146,715 | 48,138 | 55,500 | 7,741,981 | | John M. Perisich | 1,160,000 | 6,251,736 | 1,151,347 | 48,490 | 55,769 | 8,667,342 |
Potential Payments Upon Termination
Calculated as a lump sum payment equal to 250% of Mr. McCormick’s base salary and 200% of Messrs. Dodgen’s and Perisich’s base salary. 2 Represents accelerated vesting, as of December 31, 2024, of RSUs and PSUs granted to each of the NEOs. The actual number of unearned PSUs that would become earned upon occurrence of the event would be based on the forecasted achievement of performance goals for the remainder of the performance periods and can range from 0% to a maximum of 200% (assuming the highest level of performance) of the target amount of unearned PSUs. The amounts included assume performance at target, without reference to forecasted achievement. The value is based on the closing price of our Common Stock at December 31, 2024 (the last business day of our most recently completed fiscal year). 3 Calculated as a lump sum payment equal to 250% of Mr. McCormick’s target bonus amount that would have been paid for the calendar year and 200% of Messrs. Dodgen’s and Perisich’s target bonus amount that would have been paid for the calendar year. 4 Mr. McCormick is entitled up to 30 months of healthcare benefits and Messrs. Dodgen and Perisich are entitled up to 24 months of healthcare benefits. The amount reflects both the employee and employer portion of health care premium costs. 5 Each executive is allowed an accrual of up to five weeks of vacation. For purposes of this table, it was assumed that the full five weeks would be paid upon termination. Effective March 20, 2025, Mr. McCormick separated from the Company and entered into a Separation and Release of Claims Agreement with the Company dated March 19, 2025 (the “Separation Agreement”). Mr. McCormick is entitled to receive the severance benefits for a termination without cause, as set forth in Section 6(c) of his Amended and Restated Employment Agreement with the Company, dated April 1, 2022. These severance benefits include severance pay of $1,946,880 (200% of Mr. McCormick’s then-prevailing annualized base salary); a pro-rated bonus for calendar year 2025 performance; and the Company’s payment of premiums for continuation of coverage under the Company’s group health plans pursuant to COBRA. In addition, consistent with the terms of his outstanding equity award agreements that apply in connection with a termination without cause, the Separation Agreement provides that Mr. McCormick is entitled to receive accelerated vesting of (i) all outstanding restricted stock units (“RSUs”) granted to him on each of March 1, 2023 and March 1, 2024, (ii) a pro-rata portion of RSUs granted to him on March 1, 2025, and (iii) a pro-rata portion of performance stock units granted to him on each of March 1, 2023, March 1, 2024 and March 1, 2025, assuming achievement of target performance thereunder. Under the Separation Agreement, Mr. McCormick is also entitled to up to $10,000 in attorneys’ fees for negotiating the Separation Agreement and retention of certain Company-provided computer equipment. The Separation Agreement includes customary provisions regarding confidentiality and a release of claims against the Company. The severance benefits under the Separation Agreement are subject to Mr. McCormick’s satisfaction of the “Severance Conditions” set forth in the Separation Agreement, including providing and not revoking certain releases thereunder.
Pay Ratio Disclosure
Pay Ratio Disclosure We are providing the following information to comply with Section 953(b) of Dodd-Frank and Item 402(u) of Regulation S-K. For 2024, our last completed fiscal year, we determined the ratio of the annual total compensation of our CEO relative to the annual total compensation of our median employee. We are using the same median employee for our 2024 pay ratio as we used in 2023 and 2022. In this regard, we do not reasonably believe there have been changes in our employee population or compensation that would significantly change our pay ratio. For purposes of reporting annual total compensation and the ratio of annual total compensation of the CEO to the median employee, both the CEO’s and median employee’s annual total compensation were calculated consistent with the disclosure requirement of executive compensation under the Summary Compensation Table. After applying the methodology described above, our median employee compensation using the Summary Compensation Table requirements was $71,058. Our CEO’s compensation as disclosed in the Summary Compensation Table was $5,706,067. Based on this information, the estimate of the ratio of compensation for our CEO to the median employee for 2024 was 80:1. This ratio is specific to our Company and may not be comparable to any ratio disclosed by another company.
Pay Ratio Disclosure
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Equity Compensation Plans
| Year (a) | Summary Compensation Table Total for PEO(1) (b) | Compensation Actually Paid to PEO(1)(2) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(1) (d) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) (e) | Value of initial fixed $100 investment based on | | | Operating Income (in thousands) (i) | | | | | | | Total Shareholder Return(3) (f) | Net Income (in thousands) (h) | Peer Group Total Shareholder Return(4) (g) | | | 2024 | $5,706,067 | $14,925,465 | $2,728,072 | $5,777,771 | 359.64 | 286.45 | $180,888 | $317,452 | | 2023 | 7,004,628 | 8,471,612 | 3,415,598 | 4,008,600 | 155.60 | 184.08 | 126,145 | 253,073 | | 2022 | 2,585,857 | 2,406,439 | 1,505,057 | 1,419,644 | 101.97 | 155.90 | 133,021 | 195,338 | | 2021 | 3,446,638 | 3,072,011 | 1,815,042 | 1,312,950 | 110.16 | 168.84 | 115,739 | 170,151 | | 2020 | 2,151,151 | 2,241,376 | 1,303,961 | 1,236,365 | 125.72 | 122.63 | 104,983 | 163,949 |
Relationship Between Compensation Actually Paid and Total Shareholder Return
Relationship Between Compensation Actually Paid and Total Shareholder Return
Relationship Between Compensation Actually Paid and (i) Net Income and (ii) Operating Income
Relationship Between Compensation Actually Paid and (i) Net Income and (ii) Operating Income
Relationship Between Compensation Actually Paid and (i) Net Income and (ii) Operating Income
| 64 | PRIMORIS | 2025 PROXY STATEMENT |
Relationship Between Compensation Actually Paid and (i) Net Income and (ii) Operating Income
The following table lists the financial and non-financial performance measures that we believe represent the most important performance measures used to link compensation actually paid to our PEO and non-PEO NEOs for 2024 to our performance:
Relationship Between Compensation Actually Paid and (i) Net Income and (ii) Operating Income
| Net Income | | Operating Income | | Adjusted EBITDA | | New Business Generated | | Total Recordable Incident Rate |
Relationship Between Compensation Actually Paid and (i) Net Income and (ii) Operating Income
| 2025 PROXY STATEMENT | PRIMORIS | 65 |
Relationship Between Compensation Actually Paid and (i) Net Income and (ii) Operating Income
STOCKHOLDER PROPOSALS FOR OUR 2026 ANNUAL MEETING The rules of the SEC establish the eligibility requirements and the procedures that must be followed for inclusion of a stockholder’s proposal in a public company’s proxy materials. Under those rules, proposals submitted for inclusion in our 2026 proxy materials must be received on or before the close of business on November 21, 2025. Proposals for inclusion in our 2026 proxy materials must comply with the procedures set forth in Rule 14a-8 under the Exchange Act. Our Amended and Restated Bylaws (“Bylaws”) provide that in order for nominations of persons for election to the Board and a proposal of business to be properly brought before an Annual Meeting of Stockholders, it must be either: (1) specified in the notice of the meeting given by us, (2) otherwise brought before the meeting by or at the direction of our Board, or (3) properly brought before the meeting by a stockholder entitled to vote at the meeting who complies with the following notice procedures: (i) the stockholder must give timely notice thereof in writing of the nomination or business to be brought before such meeting to our Secretary, and (ii) such business must be a proper matter for stockholder action under the Delaware General Corporation Law. Our Bylaws provide that to be timely, a stockholder’s notice must be delivered to our Secretary at our principal executive offices not less than 45 days prior to the first anniversary of the date on which we first mailed our proxy materials for the preceding year’s Annual Meeting. If the date of the subsequent year’s Annual Meeting of Stockholders is changed by more than 30 days from the date of the prior year’s meeting, notice by the stockholder for the subsequent year’s Annual Meeting must be delivered to our Secretary within a “reasonable time” prior to our mailing of the proxy materials for the subsequent year’s Annual Meeting of Stockholders. To be properly brought before the 2026 Annual Meeting, notice must be received no later than February 4, 2026. In addition, stockholders who intend to solicit proxies in reliance on the SEC’s universal proxy rule for Director nominees submitted under the advance notice requirements of our by-laws must also comply with the additional requirements of Rule 14a-19, including delivery of written notice that sets forth all information required by Rule 14a-19(b) under the Exchange Act no later than March 2, 2026. Any stockholder who intends to present a proposal or nominate persons for election to the Board at the 2026 Annual Meeting of Stockholders must send notice, with all required information, via standard mail, overnight delivery or other courier service, to Primoris Services Corporation, 2300 N. Field Street, Suite 1900, Dallas, Texas 75201, Attention: Secretary.
Relationship Between Compensation Actually Paid and (i) Net Income and (ii) Operating Income
| 66 | PRIMORIS | 2025 PROXY STATEMENT |
Relationship Between Compensation Actually Paid and (i) Net Income and (ii) Operating Income
OTHER MATTERS This Proxy Statement, being mailed and made available electronically (on our Company website at www.prim.com) to stockholders on or about March 21, 2025, is being sent to you by the Board of Directors (the “Board”) of Primoris Services Corporation in connection with our 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be held virtually at 9:00 a.m. Central Time, on Wednesday, April 30, 2025. You are cordially invited to attend the Annual Meeting and are requested to vote on the proposals described in this Proxy Statement.