DEF 14A of Argan Inc, Apr 29, 2025

DEF 14A of Argan Inc

Filed Apr 29, 2025 · FY20250001558370-25-005824

Open on EDGAR

  1. Board Skills and Qualifications

    Board Skills and Qualifications

  2. Board Skills and Qualifications

    | | | | | | | | | | ACCOUNTING AND FINANCE | INDUSTRY | STRATEGIC PLANNING AND EXECUTION | RISK MANAGEMENT | TALENT MANAGEMENT AND COMPENSATION | CORPORATE GOVERNANCE | | LISA L. ALEXANDER IND Director Since: 2025 | Age: 51 | | • | • | • | • | • | | CYNTHIA A. FLANDERS IND Director Since: 2009 | Age: 70 | • | | • | • | • | • | | PETER W. GETSINGER IND Director Since: 2014 | Age: 73 | • | • | • | • | | • | | WILLIAM F. GRIFFIN, JR. Director Since: 2012 | Age: 70 | | • | • | • | • | | | JOHN R. JEFFREY, JR. IND Director Since: 2017 | Age: 71 | • | | • | • | • | • | | WILLIAM F. LEIMKUHLER IND Director Since: 2007 | Age: 73 | • | • | • | • | • | • | | JAMES W. QUINN IND Director Since: 2003 | Age: 67 | • | | • | • | • | • | | KAREN A. SWEENEY IND Director Since: 2024 | Age: 67 | • | • | • | • | • | | | DAVID H. WATSON Director Since: 2022 | Age: 49 | • | • | • | • | • | • |

  3. Board Skills and Qualifications

    • = Skill

  4. Director Nominees

    Director Nominees The names of the nominees, their ages as of April 30, 2025, and certain other information about them are set forth below:

  5. Director Nominees

    | LISA L. ALEXANDER INDEPENDENT  AGE: 51 DIRECTOR SINCE: 2025 COMMITTEES: ● Executive ● Responsible Business | KEY SKILLS AND QUALIFICATIONS Ms. Alexander brings to the Board executive leadership experience in the energy infrastructure industry, with expertise in strategic planning, talent management, and corporate governance. She has deep experience in public policy, sustainability, and ethics, and brings additional board and regulatory insight through her service on corporate and nonprofit boards and global industry forums. CAREER HIGHLIGHTS Ms. Alexander is Senior Vice President of Sempra (NYSE: SRE), a publicly traded energy infrastructure company. She oversees corporate affairs and enterprise human resources and serves as the company’s Chief Ethics Officer, Chief Human Resources Officer, and Chief Sustainability Officer. She has held multiple executive roles within Sempra and its subsidiaries, leading strategy, public policy, and industrial customer service operations. Prior to Sempra, she was a management consultant to Fortune 500 companies and held roles in public policy and fintech. Ms. Alexander serves as a Strategy Officer for the World Economic Forum’s energy communities. She is a director of SoCalGas, where she chairs the Safety Committee, and serves on the boards of the U.S. Chamber of Commerce and the School of Global Policy and Strategy at the University of California, San Diego. |

  6. Director Nominees

    | CYNTHIA A. FLANDERS INDEPENDENT  AGE: 70 DIRECTOR SINCE: 2009 COMMITTEES: ● Compensation ● Nominating/Corporate Governance | KEY SKILLS AND QUALIFICATIONS Ms. Flanders brings to the Board extensive experience in commercial banking, executive management and strategic planning, as well as expertise in financial analysis, capital structuring and due diligence investigations. Her many years of commercial lending have provided her with a unique understanding of our business and the construction industry. In addition, she represents an important resource for consultation regarding commercial banking matters. CAREER HIGHLIGHTS Ms. Flanders currently serves as Chairwoman of the Risk Committee and member of the Audit Committee on the board of directors of Forbright Bank, a full service, privately held bank in Chevy Chase, Maryland. Since October 2013, she has served as a senior advisor for Verit Advisors LLC, an independent investment bank and advisory firm. Ms. Flanders co-founded The Profitable Idea, LLC in April 2021, a business education platform for entrepreneurs. Ms. Flanders is also the founder of Manage Fearlessly, an organization that provides business training and coaching resources to company executives, senior managers, and entrepreneurs. From 1975 through 2009, Ms. Flanders served in a series of senior roles at Bank of America (the “Bank”), culminating in her position as Global Commercial Banking Executive for the Bank’s Mid-Atlantic region. In this role, she directed over 80 client teams in eight commercial banking markets, overseeing the delivery of comprehensive financial services to over 6,000 small, middle market and microcap clients. Ms. Flanders served as our chief financial officer during the calendar year 2015. |

  7. Director Nominees

    | PETER W. GETSINGER INDEPENDENT  AGE: 73 DIRECTOR SINCE: 2014 COMMITTEES: ● Audit | KEY SKILLS AND QUALIFICATIONS Mr. Getsinger brings extensive business experience to our Board, along with deep financial expertise and a broad background in banking. Because of his experience serving as a director of an electricity distributor, he provides additional power industry knowledge. Mr. Getsinger has a strong background in international markets and his leadership in providing global investment banking services is valuable to us in matters relating to strategic planning and overseas interests and operations. CAREER HIGHLIGHTS Mr. Getsinger retired in 2018 from Nexstar Capital Partners LLC (“Nexstar”), an SEC-registered alternative investment management firm he founded in 2004. As Managing Partner and Chief Investment Officer, he led the firm’s focus on emerging markets, with a primary concentration in Latin America. In 2005, his firm acquired an ownership interest in Electro Dunas S.A. ("Dunas,” an electricity distributor servicing the southwest of Peru). Mr. Getsinger served as a board member of Dunas until 2016. From 2012 to 2014, he was chairman of its board of directors. Prior to forming Nexstar, Mr. Getsinger was head of global investment banking for Latin America at Deutsche Bank. He held the same role at Bankers Trust Company in addition to running the global project finance business. He previously served as the senior vice president and head of fixed income sales for the United Kingdom, continental Europe, and the Middle East at Lehman Brothers. Mr. Getsinger is also a former director and owner of GPU Argentina Holdings, Inc. |

  8. Director Nominees

    | WILLIAM F. GRIFFIN, JR. AGE: 70 DIRECTOR SINCE: 2012 COMMITTEES: ● Executive | KEY SKILLS AND QUALIFICATIONS Mr. Griffin brings substantial senior executive experience in the energy-related construction sector. With his long tenure leading our largest operating company, he offers an in-depth, firsthand understanding of our operations and industry dynamics—insight that may not be easily gained by independent members of our Board. His extensive experience enables him to contribute meaningfully to the Board’s deliberations on strategic direction, business development priorities, identification of future construction opportunities, contract negotiations, and project execution. CAREER HIGHLIGHTS Mr. Griffin is a veteran of power plant construction with over 40 years of industry experience. He co-founded Gemma Power Systems, LLC ("Gemma”), which was acquired by Argan in December 2006. He currently serves as Non-Executive Chairman of Gemma. Previously, he held key leadership roles at Gemma, including Vice Chairman (2007 – 2019) and Chief Executive Officer (2008 – 2019). Under his leadership, Gemma grew into one of the nation’s premier providers of engineering, procurement, and construction services for the power generation market. In recent years, Mr. Griffin has taken on mentoring roles, providing valuable leadership guidance to the executives at both Gemma and Atlantic Projects Company Limited (“APC”), our overseas energy project construction subsidiary. |

  9. Director Nominees

    | JOHN R. JEFFREY, JR. INDEPENDENT  AGE: 71 DIRECTOR SINCE: 2017 COMMITTEES: ● Audit ● Responsible Business | KEY SKILLS AND QUALIFICATIONS Mr. Jeffrey provides our Board with significant expertise in the areas of public accounting, risk management, mergers and acquisitions, and related regulatory matters, which he developed over a long career with Deloitte & Touche LLP ("Deloitte”), a leading public accounting firm. He brings to the Board viable experience with operational and governance issues faced by complex organizations, including extensive international expertise. He also brings to our Board valuable expertise in dealing with long-term construction projects. Mr. Jeffrey is a Certified Public Accountant with an active license. CAREER HIGHLIGHTS Mr. Jeffrey accumulated 40 years of experience with Deloitte, which included 30 years as a partner serving several of Deloitte’s largest audit clients, before retiring in 2017. Mr. Jeffrey was Managing Partner of Deloitte’s Global Japanese, Chinese, and Korean Services Groups for many years, and he was a member of Deloitte’s United States Chairman and CEO Nominating Committee in 2010. Currently, Mr. Jeffrey serves as a board member for two non-profit entities based in New York offering educational and enrichment programs dedicated to improving the lives of children. In 2023, Mr. Jeffrey joined Clara Vista Fund I, LP, a media and emerging technology investment entity, as an advisory member of its Board of Directors. |

  10. Director Nominees

    | WILLIAM F. LEIMKUHLER INDEPENDENT  AGE: 73 DIRECTOR SINCE: 2007 COMMITTEES: ● Executive ● Compensation ● Nominating/Corporate Governance | KEY SKILLS AND QUALIFICATIONS Mr. Leimkuhler brings valuable leadership experience to our Board through roles he has served as a legal executive in investment banking, a partner at a securities law firm, and a director and active committee member for public companies. He is a trusted advisor to both our executive management team and our Board, offering key legal insight, particularly on matters related to financial reporting and corporate governance. CAREER HIGHLIGHTS From 2021 to 2024, Mr. Leimkuhler served as a senior vice president of Mutualink, Inc. ("Mutualink”), a privately owned provider of communications interoperability solutions for public safety and critical infrastructure organizations. He also served as Mutualink’s chief financial officer from 2017 to 2021. From 1999 to 2023, Mr. Leimkuhler served as the general counsel and director of business development to Paice LLC, a privately held developer of hybrid electric powertrains. In addition, he advises several technology-based companies on business, financial, and legal matters, including corporate and commercial transactions and intellectual property issues. From 1994 through 1999, Mr. Leimkuhler held various positions with Allen & Company LLC ("Allen”), a New York-based investment banking firm, initially serving as the firm’s general counsel. He served on the board of directors of Northern Power Systems Corp. from 2012 to 2019, including as Chairman from 2013. He also currently serves on the board of Elite Health Systems Inc. (OTC: USNU), which is developing a managed care business. |

  11. Director Nominees

    | JAMES W. QUINN INDEPENDENT  AGE: 67 DIRECTOR SINCE: 2003 COMMITTEES: ● Executive ● Compensation ● Nominating/Corporate Governance | KEY SKILLS AND QUALIFICATIONS Mr. Quinn’s background in financial and investment banking matters during his tenure at Allen, along with his service on the boards of both the Company and Arguss Communications, Inc. (“Arguss”), a telecommunications infrastructure company listed on the NYSE from 1996 to 2002, make him a highly valued member of our Board. His many years of experience enable him to counsel the Board on matters such as executive compensation, mergers and acquisitions, capital structure, financing, and strategic planning. He also offers valuable insights on public company reporting matters and broader business trends. CAREER HIGHLIGHTS Mr. Quinn is currently a managing director of Allen & Company LLC. Since 1982, Mr. Quinn has served in various capacities at Allen and its affiliates, including head of the Corporate Syndicate Department and chief financial officer for approximately ten years. Mr. Quinn served as a director of Arguss from 1999 through 2002. He also serves as a director on the boards of several privately held companies in connection with Allen’s investment in the companies and of several charitable organizations. |

  12. Director Nominees

    | EPENDENT  67 SINCE: 2024 ● | the Board’s Responsible Business Committee. ember of the Society of Women Engineers. | | KAREN A. SWEENEY INDEPENDENT  AGE: 67 DIRECTOR SINCE: 2024 COMMITTEES: ● Audit ● Responsible Business | KEY SKILLS AND QUALIFICATIONS Ms. Sweeney’s has over four decades of experience in construction engineering and operations, offering valuable expertise in sales, contracting, field operations, and client relationship management. Her leadership focusing on business initiatives related to inclusion, community engagement, and environment also positions her as a trusted resource to chair the Board’s Responsible Business Committee. CAREER HIGHLIGHTS Ms. Sweeney first joined Turner Construction Company (“Turner”), an international construction services company, in 1980 as a field engineer. Throughout her tenure, she worked in estimating, procurement, engineering, mechanical/electrical coordination, and project management on large healthcare, laboratory, and commercial construction projects throughout the U.S. She was promoted to vice president and manager in 1998, after leading dynamic growth of the Special Projects Division in Washington, D.C. In 2000, she was named vice president and general manager of the Cleveland business unit, taking on the responsibilities of overseeing both field operations and expanding business development opportunities for Northeast Ohio. She was the first woman to head a Turner office. In 2009, she was named Turner’s vice president to lead the company-wide focus on diversity and inclusion, and in 2014 was promoted to senior vice president, inclusion and community. She has served as a director of the Penn State Engineering Alumni Society beginning in 2004 and served as its president from 2012 to 2014. Ms. Sweeney is also a founding member of In Counsel With Women, a professional network for women in Northeast Ohio, and is a member of the Society of Women Engineers. |

  13. Director Nominees

    | DAVID H. WATSON AGE: 49 DIRECTOR SINCE: 2022 COMMITTEES: ● Executive ● Responsible Business | KEY SKILLS AND QUALIFICATIONS Mr. Watson has extensive knowledge and experience in our business and has obtained an in-depth knowledge of our employees, culture and competitors. As chief financial officer (2015 – 2022) and chief executive officer (2022 – present) of the Company, he developed important relationships with the leaders now running our subsidiary operations, and he has a deep understanding of the financial accounting and risk management disciplines. He possesses the leadership skills, the energy and the problem-solving capabilities that are important to the Board and the Company. CAREER HIGHLIGHTS Mr. Watson was appointed President and Chief Executive Officer of the Company and became a member of the Board of Directors in August 2022. He previously served as Senior Vice President, Chief Financial Officer, Treasurer, and Corporate Secretary since joining the Company in October 2015. Mr. Watson has over 15 years of senior financial leadership experience with public companies. From 2010 to 2015, he served as Chief Financial Officer of Gladstone Investment Corporation (NASDAQ: GAIN), and from 2012 to 2015, also held the role of Treasurer. He was Chief Financial Officer of Gladstone Capital Corporation (NASDAQ: GLAD) from 2011 to 2013, and its Treasurer from 2012 to 2015. Both Gladstone Investment and Gladstone Capital are closed-end, non-diversified management investment companies. |

  14. Composition of Board of Directors

    Composition of Board of Directors The number of directors which shall constitute the whole Board of Directors shall be not less than four or more than ten. Eight of the current directors will stand for re-election at the Annual Meeting as described in this Proxy Statement in addition to one director, Ms. Alexander, who joined the Board in April 2025. Mr. Bosselmann, who served as a director since 2003, is not standing for re-election, and Mr. Mitchell, who served as a director since 2003, passed away in October 2024.

  15. CONSIDERATION OF DIRECTOR NOMINEES

    CONSIDERATION OF DIRECTOR NOMINEES In its evaluations of director nominees, the Nominating/Corporate Governance Committee considers the following selection criteria as a guide in its selection process. Such selection criteria include the following:

  16. CONSIDERATION OF DIRECTOR NOMINEES

    | ● | Nominees should have a reputation for integrity, honesty and adherence to high ethical standards; |

  17. CONSIDERATION OF DIRECTOR NOMINEES

    | ● | Nominees should have demonstrated business acumen, experience and ability to exercise sound judgment in matters that relate to our current and long-term business objectives and should be willing and able to contribute positively to our decision-making process; |

  18. CONSIDERATION OF DIRECTOR NOMINEES

    | ● | Nominees should have a commitment to understanding the Company and its industry and to attend regularly and to participate meaningfully in meetings of the Board of Directors and its committees; |

  19. CONSIDERATION OF DIRECTOR NOMINEES

    | ● | Nominees should have the willingness and ability to understand the sometimes-conflicting interests of our various constituencies, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders; |

  20. CONSIDERATION OF DIRECTOR NOMINEES

    | ● | Nominees should not have, or appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all our stockholders and to fulfill the responsibilities of a director; and |

  21. CONSIDERATION OF DIRECTOR NOMINEES

    | ● | Nominees shall not be discriminated against based on race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law. |

  22. CONSIDERATION OF DIRECTOR NOMINEES

    The Nominating/Corporate Governance Committee is responsible for reviewing the requisite skills and criteria for new members of the Board of Directors as well as the composition of the Board as a whole. The Board of Directors believes that its membership should include individuals representing a diverse range of experience that gives the Board both depth and breadth in the mix of its skills. To that end, the Board endeavors to include in its overall composition a variety of targeted skills that complement one another rather than requiring each director to possess the same skills, perspective and interests. Accordingly, the Nominating/Corporate Governance Committee and the other members of the Board of Directors consider the qualifications of directors and director nominees individually and also in the broader context of the Board’s overall composition and the Company’s current and future needs. We will consider nominees for the Board who are recommended by stockholders. Nominations by stockholders must be in writing, must include the full name of the proposed nominee, a brief description of the proposed nominee’s business experience for at least the previous five years, and a representation that the nominating stockholder is a beneficial or record owner of our common stock. Any such submission must also be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected. Nominations must be delivered to the attention of the Nominating/Corporate Governance Committee at our headquarters address.

  23. CONSIDERATION OF DIRECTOR NOMINEES

    | | RESPONSIBLE BUSINESS COMMITTEE | | | MEMBERS: KAREN A. SWEENEY (Chair), LISA L. ALEXANDER, JOHN R. JEFFREY, JR., DAVID H. WATSON MEETINGS DURING FISCAL 2025: 2 AVERAGE DIRECTOR ATTENDANCE IN 2025: 100% |

  24. CONSIDERATION OF DIRECTOR NOMINEES

    Prior to May 2025 when the committee membership changed, the members of the Responsible Business Committee were Mr. Getsinger, Mr. Jeffrey, Ms. Sweeney, and Mr. Watson. Our ongoing commitment to environmental, health and safety, community outreach, corporate governance, and other public policy matters relevant to us is supported by the Responsible Business Committee. The Board tasked the Responsible Business Committee with formalizing the Company’s approach to understanding and responding to the environmental, social and governance concerns of the Company’s stockholders, with a focus on management’s practices and whether they encourage sustainability and community improvement.

  25. Compensation of Directors

    Compensation of Directors The following table summarizes the fees and other compensation for the non-employee members of our Board of Directors for Fiscal 2025. Each non-employee member of our Board of Directors receives an annual fee of $40,000, prorated based on the duration of service during the year. Effective February 1, 2025, we increased the annual fee paid to each director to $50,000. The Chairman of the Board receives an additional annual fee of $65,000. The members of the Audit Committee receive an additional annual fee of $6,000, and the Audit Committee Chair receives an additional annual fee of $10,000. Directors were reimbursed for reasonable expenses incurred in connection with attending each formal meeting of the Board of Directors or the meeting of any committee thereof. Directors were also eligible to receive awards of options to purchase shares of our Common Stock and of restricted stock units.

  26. Compensation of Directors

    | | | Stock Option | Restricted Stock | All Other | Total | | Director | Fees | Awards(1) | Unit Awards(1) | Compensation | Compensation | | Cynthia A. Flanders | $46,000 | $– | $55,977 | $– | $101,977 | | Peter W. Getsinger | 46,000 | – | 55,977 | – | 101,977 | | John R. Jeffrey, Jr. | 56,000 | – | 55,977 | – | 111,977 | | Mano S. Koilpillai(2) | 20,000 | – | – | – | 20,000 | | William F. Leimkuhler | 105,000 | – | 55,977 | – | 160,977 | | W.G. Champion Mitchell | 30,000 | – | – | – | 30,000 | | Karen A. Sweeney | 24,500 | – | 153,984 | – | 178,484 | | James W. Quinn | 40,000 | – | 55,977 | – | 95,977 |

  27. Compensation of Directors

    | (1) Amounts represent the aggregate award-date fair values computed for financial reporting purposes reflecting the assumptions discussed in the section “Share-Based Payments” of Note 1 – Description of the Business and Basis of Presentation of our consolidated financial statements that are included in Item 8 of our Annual Report on Form 10-K for the year ended January 31, 2025. |

  28. Compensation of Directors

    | (2) In June 2024, Ms. Koilpillai did not stand for re-election. |

  29. PROPOSAL NO. 2 – APPROVAL OF EXECUTIVE COMPENSATION (THE “SAY-ON-PAY” PROPOSAL)

    We are seeking stockholder approval of the compensation of our NEOs as described in the “Executive Compensation Discussion and Analysis” section, the compensation tables, and the other narrative compensation disclosures of this Proxy Statement, all of which are included below. This non-binding advisory proposal, commonly known as a “say-on-pay” proposal, is required under Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Last year, the stockholders approved our executive compensation with 94% of the vote in favor of our program. Based on management’s recommendation and the results of voting by the stockholders at the 2019 Annual Meeting, the Board of Directors determined that we will hold an advisory vote on our executive compensation every year. Because this is an advisory vote, the results will not be binding on the Board of Directors, and it will not directly affect or otherwise limit any existing compensation or award arrangement of any of our NEOs. However, our Compensation Committee does consider the outcome of the annual votes when determining executive compensation arrangements. Starting in 2018, our Compensation Committee has regularly conducted comprehensive stockholder outreach. During Fiscal 2025 and shortly thereafter, the members of the Compensation Committee continued to engage in meaningful contacts with certain stockholders, as we proactively contacted all of our top 25 stockholders, who collectively represented approximately 62% of our outstanding shares, as described further in the “Executive Compensation Discussion and Analysis” section below. The purpose of the outreach practice is to deepen our understanding of the perspectives of our stockholders with respect to our compensation practices, and to evaluate and address any concerns or reactions we receive. Based on feedback we have received in the past, we increased the vesting period for stock option awards, introduced the use of performance-based long-term incentive equity compensation, instituted a cap on annual cash incentive awards, and committed to a policy prohibiting the future negotiation of single-trigger change-in-control provisions, among other changes. These changes led to enhancements of the disclosures regarding executive compensation, which are reflected in the discussion of our executive compensation included in our Proxy Statement for the current year. The Board of Directors has adopted several other policies to improve accountability and further encourage an alignment of stockholder and executive officer interests. These policies, which are also described in further detail below in the “Executive Compensation Discussion and Analysis” section, include a stock ownership policy for NEOs and non-employee members of our Board, a no pledging policy, an anti-hedging policy, and a clawback policy. In 2023, we introduced a new restricted stock unit award for certain executive officers in order to provide incentives for the growth of our diluted EPS over a three-year measurement period. Consistent with past efforts to increase compensation transparency for our stockholders, we developed specific performance metrics for use in the determination of the amount of non-equity cash incentive compensation that may be earned each year by the CEO of Gemma. The metrics were used to confirm the amounts of such compensation earned by him for Fiscal 2025. In 2021, we introduced the use of a new restricted stock unit award in order to provide incentives for the growth in the number and value of renewable energy construction projects awarded to Gemma over the ensuing three-year period. In summary, our executive compensation program has been structured by the Compensation Committee to retain and incentivize our core management team through changing business environments. Concurrently, we provide incentives to drive profitable growth and to deliver value to our stockholders. In considering how to vote on this advisory proposal, we urge our stockholders to study all the relevant information in the “Executive Compensation Discussion and Analysis” section included in this Proxy Statement, and the compensation tables and the other narrative disclosures regarding our executive compensation program that are included herein.

  30. PRINCIPAL STOCKHOLDERS

    | (1) Each applicable percentage of ownership is based on 13,634,214 shares of Common Stock outstanding as of January 31, 2025, together with applicable stock options for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of Common Stock subject to options that are currently exercisable or exercisable within 60 days of January 31, 2025, are deemed to be beneficially owned by the person holding such stock options for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise noted in the footnotes below, the address for each of the individuals listed in the table above is c/o Argan, Inc., 4075 Wilson Boulevard, Suite 440, Arlington, VA 22203. |

  31. Summary of Our Executive Compensation Principles and Objectives

    | WHAT WE DO | WHAT WE DON’T DO | | Retain and motivate high-performing executives who drive our business operations and financial performance. Support our Company's business strategies and achievement of short-term and long-term goals by encouraging profitable growth and increased stockholder value. Align interests of the NEOs with long-term interests of our stockholders. Promote ownership of the Company’s Common Stock. Maintain a policy that governs the required clawback of incentive-based compensation. | Encourage excessive risk-taking. Provide excessive perquisites. Permit hedging or pledging of the Company’s stock. Award restricted stock units that provide nonforfeitable dividend equivalents or permit the payment of dividend equivalents prior to the vesting date. |

  32. Summary of Our Executive Compensation Principles and Objectives

    Overall levels of executive compensation are established based on an assessment of our performance as a whole. Individual executive compensation is determined based on an assessment of the experience and performance of each NEO, as well as the compensation levels of comparable positions in our peer group and general market practices. Variation in compensation among the NEOs reflects the different roles, responsibilities, and performance of the NEOs, as compared to similar positions in the peer group with which we compete for talent. The holding company NEOs perform substantially different functions from operating subsidiary NEOs, and are thus compensated with relatively lower base salaries and generally receive a meaningful mix of stock-based compensation.

  33. Competitive Market Positioning

    Competitive Market Positioning Although the Compensation Committee has the authority under its charter to hire outside advisors to provide it with information as needed in making compensation decisions, it has not used the services of any external advisor in connection with the exercise of its responsibilities or completion of any of its initiatives. In view of the holding company structure and special factors relating to our business, the Compensation Committee believes that the engagement of a compensation consultant would not provide significant information beyond that which is already available to us at this time. The Compensation Committee seeks to achieve executive compensation that is aligned with the program’s pay-for-performance principles and is competitive with compensation provided by a peer group of selected publicly traded companies. In determining executive compensation, the Compensation Committee considers a number of factors and data from a market-relevant group of peer companies that are potential competitors for executive talent, as well as each NEO’s performance and experience. The Compensation Committee periodically reviews the composition of each annual peer group and updates it based on available market information when appropriate. For Fiscal 2025, the peer group consisted of the following 12 companies from the specialty construction and engineering services industry (the “2025 Peer Group”).

  34. Competitive Market Positioning

    | | 2025 PEER GROUP | | | | Expro Group Holdings N.V. | | Limbach Holdings, Inc. | Primoris Services Corporation | | Granite Construction Incorporated | | Matrix Service Company | Orion Marine Group, Inc. | | Gulf Island Fabrication, Inc. | | MYR Group Inc. | Sterling Construction Company, Inc. | | Integrated Electrical Services Corporation | | NPK International Inc. | Team, Inc. |

  35. Competitive Market Positioning

    We do not view benchmarking as a stand-alone tool for setting compensation, given the unique aspects of our business and objectives. However, we believe that gathering and reviewing this information should be a part of our compensation-related decision-making process. In exercising its collective judgment in the assessment of executive pay, the Compensation Committee uses benchmarking as one consideration. We do not target executive compensation at any specific percentile or ranking within a peer group.

  36. Our Executive Compensation Program

    | EXECUTIVE COMPENSATION | | ● Performance-based cash and equity compensation. ● Multiple performance metrics for incentive-based compensation. ● Three-year vesting periods for equity compensation. ● No income tax gross-ups on stock-based compensation. ● Stock ownership guidelines for NEOs and directors. ● Clawback policy for executive gross negligence, misconduct, fraud, or financial restatement. ● Anti-pledging and anti-hedging policies. ● No single-trigger change-in-control provisions. ● All directors on Compensation Committee are independent. |

  37. Our Executive Compensation Program

    Based on the feedback we received during our outreach efforts over the years, the Compensation Committee took action. We have enhanced the disclosures included in our proxy statements by providing discussion of our executive compensation program with greater clarity while attempting to identify for stockholders the specific factors that influence the annual decisions of the Compensation Committee on executive compensation. We changed our standard stock option vesting period to three years from the one-year period used historically. The longer vesting period has been included in all stock option awards since January 2018. The Compensation Committee also reduced the number of shares of our Common Stock covered by annual stock option awards typically made to our CEO and CFO. The lower stock option awards are now complemented with the awards of restricted stock units which are intended to introduce a stronger performance-based equity component to our long-term incentive awards. Performance-based restricted stock units (“PRSUs”) have typically been awarded to our CEO and CFO annually, usually each April, since 2018. These awards vest over three-year periods based on our total stockholder return relative to the return of each award’s designated peer group of companies. We believe that this type of incentive award is more consistent with market practice. We also believe that the measurement of total stockholder return is an appropriate performance metric as the Holding Company NEOs are considered to have greater direct influence on these results. The investors expressed support for our use of restricted stock units as an element of our executive compensation program and the use of this specific performance metric. Additionally, in April 2021, we further reduced the number of shares covered by stock option awards and added time-based restricted stock units (“TRSUs”) as a component of the overall executive compensation program. Additionally, in April 2021, the Company began to award renewable energy performance-based restricted stock units (“RRSUs”) in response to stockholder feedback and to incentivize the CEO of Gemma to add new business that grows the number and value of renewable energy projects awarded to Gemma. More recently, in April 2023, we added earnings per share performance-based restricted stock units (“EPRSUs”) to augment the overall executive compensation program, again reducing the number of stock option shares. EPRSU awards focus on the growth of the Company’s diluted EPS, a metric that we believe is a meaningful measurement of value provided to stockholders. These changes were made, in part, to address the negative impacts of stock options on dividend distributions, to encourage increased holdings of our stock, and to retain talent over the long term.

  38. Other Policies of our Executive Compensation Program

    Included in the number of shares held by each NEO presented above are 25% of the target number of shares of Common Stock that may be issued to each officer pursuant to outstanding restricted stock units even though such shares are not considered beneficially owned for purposes of the “Principal Stockholders” table included herein. Until the applicable ownership requirement is achieved, each individual is required to retain shares of Common Stock with a total value of at least 50% of the intrinsic value, net of taxes, of any shares that he or she acquires under a Company stock plan. Excluding sales of shares related to taxes associated with the exercising of stock options or vesting of stock awards, no sales of existing stockholdings are permitted until the applicable required stock ownership quantity is attained. Once the applicable ownership requirement is attained, the individual may sell any shares that exceed the applicable minimum requirement. Effective February 2025, we revised the minimum common stock ownership requirement for non-employee members of our Board of Directors to align better with the market and to attract and retain quality directors. Each non-employee member of our Board must now hold shares valued at eight times their base annual fee. Given the current annual base fee is $50,000, this equates to a minimum ownership requirement of $400,000 of our Common Stock. Most members of the Board have either exceeded the stock ownership threshold or are generally making satisfactory progress toward achieving the ownership requirement. Clawback Policy. In October 2023, as required by the NYSE and the SEC, the Company adopted a revised clawback policy covering incentive-based compensation. Under this policy, if the Company is required to restate its financial statements due to material noncompliance with any financial reporting requirement under federal securities laws and if incentive-based compensation was paid, awarded, or issued due to an incorrect calculation of any related financial performance metric, the Board shall promptly require reimbursement to the Company of the erroneously awarded incentive-based compensation. Insider Trading Policy. The Company maintains an Insider Trading Policy that governs the purchase, sale, and other transactions involving its securities. This policy applies to the Company’s directors, officers and designated key employees, their family members, and specially designated outsiders who have access to the Company’s material nonpublic information (collectively, “covered persons”). The policy prohibits covered persons from buying or selling Company securities while in possession of material, nonpublic information. These policies also forbid the use of such information for personal gain or in any way that would violate applicable laws and regulations. The Insider Trading Policy is designed to support compliance with applicable laws, regulations, and stock exchange listing standards related to insider trading. A copy of the policy is included as Exhibit 19.1 in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025. No Pledging Policy. As an element of the new stock ownership guidelines, no officer or director of the Company may pledge, hypothecate, or create any lien or security interest on, or enter into a margin contract secured by, any shares, options to purchase shares, or any other interest in shares of our Common Stock. Anti-Hedging Policy. Our Board also approved an anti-hedging policy which prohibits all of our directors, employees, and agents from (i) speculative trading in our securities; (ii) engaging in hedging transactions using our securities; (iii) “short selling” our securities; or (iv) trading derivative securities, such as put options, call options, swaps, or collars related to our Common Stock. Change-in-Control. Although there was not a clear consensus from our stockholders on this matter, the Compensation Committee has committed to a policy of not entering into any new employment agreements with “single-trigger” change-in-control provisions. As such, none of the current NEOs has employment agreements that include a “single-trigger” change-in-control provision. Equity-Based Awards Grant Practices. We do not have any program, plan, or obligation that mandates granting equity awards on predetermined dates. Additionally, we do not coordinate the timing of granting equity award to executive officers with the release of material nonpublic information. Instead, we generally aim to issue equity awards during open trading windows. Equity awards are generally granted annually during the open trading window following the issuance of our Form 10-K. However, equity awards may be granted occasionally in response to significant changes in job responsibilities, an employee’s hiring, or to support specific retention or performance objectives. During Fiscal 2025, the Company did not delay or accelerate the disclosure of material nonpublic information to influence the value of executive compensation. Additionally, during Fiscal 2025, The Company did not grant equity-based awards to our NEOs within a window beginning four business days before and ending one business day after the filing of a Form 10-K, Form 10-Q, or a Form 8-K disclosing material nonpublic information.

  39. CONSOLIDATED BALANCE SHEET AND OTHER INFORMATION

    | ($s in millions) | January 31, 2025 | January 31, 2024 | | Cash, cash equivalents and short-term investments | $525 | $412 | | Net liquidity(1) | $301 | $245 | | Debt | Nil | Nil | | Stockholders' equity | $352 | $291 | | Shares outstanding | 13,634,000 | 13,243,000 | | Project backlog | $1,361 | $757 |

  40. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

    Over the five-year period ended January 31, 2025, Argan’s total shareholder return grew approximately 280%, ahead of the broader market and the heavy construction company index. The following table presents our annualized one-year, three-year and five-year total stockholder returns, or “TSR” (defined as total stock market value appreciation plus dividends paid for the relevant period), and the comparable average TSR percentages for a group of peer companies. The peer group consists of 12 publicly traded companies selected by us and identified below in the “Competitive Market Positioning” section of this Proxy Statement. The table also presents the ranking of our performance compared to the peer group for each TSR period.

  41. COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

    | | Total Stockholder Return: Argan v. Peer Group(1) | | | | TSR | Argan | Peer Group Average | Peer Group Percentile Rank | | 1-year TSR | 120% | 29% | 92% | | 3-year TSR | 57% | 48% | 75% | | 5-year TSR | 34% | 48% | 58% |

  42. Fiscal 2025 Compensation Deliberations

    Fiscal 2025 Compensation Deliberations This section of the discussion and analysis of our executive compensation covers Fiscal 2025 compensation deliberations and associated compensation decisions made by the Compensation Committee. Pay for Holding Company Named Executive Officers Is “At Risk” and Aligned with Performance. The compensation program for holding company executives, our CEO and CFO, is designed to maintain a strong link between pay and performance. “At risk” compensation for these executives includes discretionary annual cash bonuses and long-term equity incentive awards (stock options and restricted stock units) through which the performance of each of the individual officers is rewarded. It is important to differentiate between the NEOs who are officers of Argan, a holding company, and the NEO who is the Chief Executive Officer of Gemma, our principal operating company. Our CEO, Mr. Watson, and our CFO, Mr. Baugher (together, the “Holding Company NEOs”), are employees of the holding company and are responsible for the following important activities:

  43. Fiscal 2025 Compensation Deliberations

    | | BASE SALARY | Provides a fixed amount of cash compensation for completing day-to-day responsibilities. The Compensation Committee reviews the base salary of each officer annually and periodically approves increases based on competitive reviews of peer group compensation amounts, general market practices and the particular officer’s level of responsibility, experience and individual performance. | | SHORT-TERM INCENTITIVE | | | | | ANNUAL CASH BONUS COMPENSATION | Provides discretionary annual cash bonus awards for successful short-term financial performance and other achievements that are aligned with our business strategy. | | | LONG-TERM EQUITY-BASED INCENTIVE COMPENSATION | Provides executives with stock option and certain restricted stock unit awards that represent opportunities for them to participate in, and be rewarded for, the growth in the value of the Company’s Common Stock. Awards may also facilitate executive stock ownership. Both stock options and restricted stock units vest based on the satisfaction of service requirements. | | LONG-TERM INCENTITIVE | | | | | PERFORMANCE-BASED, LONG-TERM, EQUITY- BASED INCENTIVE COMPENSATION | Provides performance-based components to our equity-based long-term incentive award program. Certain performance-based restricted stock units vest over a three-year period based on our total shareholder returns relative to our peer group. Other performance-based awards vest based on the growth of our diluted EPS over a three-year measurement period. |

  44. Fiscal 2025 Compensation Deliberations

    The Compensation Committee continues to emphasize long-term value creation, and recent TSR performance is notable. For the one-year period ending April 22, 2025, the Company achieved a TSR of approximately 120%, significantly outperforming the S&P 500 Index return of approximately 7% over the same timeframe. The Company ranked in the 92nd and 75th percentiles among its peer group for the one- and three-year periods ending April 22, 2025, respectively, reflecting sustained competitive performance. Lastly, the Company maintained a strong position, ranking above the 58th percentile among its peer group over the five-year period through April 22, 2025. Fiscal 2025 accomplishments that contributed to enhanced stockholder value included returning $19.8 million to stockholders in the aggregate in the form of quarterly cash dividends and share repurchases. We continued to strengthen our shareholder engagement in Fiscal 2025 through regular quarterly earnings calls, an initiative launched in the first quarter of Fiscal 2024. Additionally, we expanded our outreach by actively participating in several investor conferences throughout the year. In April 2025, we also hosted our first-ever Investor Day at the New York Stock Exchange (“NYSE”), marking a significant milestone in the Company’s history and reinforcing our commitment to transparency and shareholder engagement. We concluded the event by ringing the NYSE closing bell, a moment that celebrated our achievements and highlighted our ongoing connection with the investment community.

  45. Fiscal 2025 Compensation Deliberations

    To support long-term continuity and reinforce organizational stability, we executed renewed three-year employment agreements with Mr. Watson and Mr. Collins in September 2024, representing a longer commitment than in previous contracts. Following the planned retirement of Mr. Deily in September 2025, Mr. Baugher assumed the role of Senior Vice President, Chief Financial Officer, and Treasurer under a two-year contract. Mr. Deily continues to serve as Compliance Officer and is actively supporting the CFO transition process. We believe that the deferred compensation plans we have in place encourage long-term retention of employees who are significant contributors to the operational excellence of Gemma and TRC and their contributions to the successes of the Company. To enhance our ability to retain the experienced staff and managers who are leading the growth of our industrial construction services segment, we introduced a deferred compensation plan in Fiscal 2024 to match similar plans established elsewhere in our Company. At Gemma, the deferred compensation plan, as amended during Fiscal 2022, covers a targeted set of managers and other key employees and is augmented by the award of TRSUs covering 13,000 shares, 12,250 shares and 15,500 shares of our Common Stock in April 2025, April 2024 and September 2023, respectively. Additionally, in April 2025, we made targeted investments in our other leadership teams by awarding TRSUs covering 6,250 shares, EPRSUs covering 2,200 shares, and PRSUs covering 500 shares of our Common Stock. In April 2024 and 2023, we made targeted investments in our other leadership teams by awarding TRSUs covering 11,500 and 13,300 shares of our Common Stock, respectively. We believe that our efforts to retain the core groups of management and other key employees at Gemma, TRC, and our other operating companies were effective during Fiscal 2025, as we believe that turnover of management and key employees continues to be low relative to industry standards. Compensation for the CEO of Gemma. As the CEO of our principal operating company, Mr. Collins has the specific responsibility for the leadership and management of our largest subsidiary, Gemma, and its ongoing operations and financial performance. The Compensation Committee reviewed the incentive compensation calculation for Mr. Collins, and confirmed that it was determined pursuant to the terms of the employment agreement which was entered into on November 15, 2019. The employment agreement has three performance-based criteria for each fiscal year: (1) Gemma’s achievement of certain levels of adjusted EBITDA, (2) Gemma’s achievement of certain levels of adjusted EBITDA, expressed as a percent of corresponding revenues, and (3) Gemma’s meeting certain safety targets. For the first criterion, if the adjusted EBITDA of Gemma (as defined in the employment agreement) for any fiscal year equals or exceeds $40 million, Mr. Collins shall be entitled to receive a cash payment in an amount between 1.4% and 3.0% of the adjusted EBITDA of Gemma based on a sliding scale. For Fiscal 2025, the adjusted EBITDA of Gemma, as defined, was $101.7 million. For the second criterion, if the adjusted EBITDA, expressed as a percent of revenues of Gemma, for any fiscal year equals or exceeds ten percent (10%), Mr. Collins shall be entitled to a payment in an amount between 0.3% and 1.2% of adjusted EBITDA of Gemma based on a sliding scale. For Fiscal 2025, the adjusted EBITDA, expressed as a percent of the revenues of Gemma, as defined, was 16.0%. For the third criterion, if the project safety performance on Gemma’s projects, as measured by the OSHA Recordable Incident Rate (“RIR”), for any calendar year during Mr. Collins’ employment term is between 0.0 and 1.5, he shall be entitled to receive a performance-based compensation payment of up to $250,000 based on a sliding scale. If the RIR for any calendar year during his employment term is greater than 1.5, the overall performance-based compensation shall be reduced by an amount up to $250,000 based on a sliding scale. Because Gemma’s RIR was less than 0.50 for calendar year 2024, Mr. Collins earned $250,000 for Fiscal 2025. The total amount of performance-based cash compensation for any fiscal year earned by Mr. Collins as a result of Gemma’s attainment of one or more of the performance goals described above may not exceed $4,000,000. Mr. Collins earned non-equity incentive plan cash compensation in the amount of $3,050,000 for Fiscal 2025 pursuant to the terms of his employment agreement. In addition, based on his considerable efforts to support APC on certain projects, business development efforts, and overall leadership actions, Mr. Collins was awarded a discretionary cash bonus of $450,000 during Fiscal 2025. The nonqualified deferred compensation plan for key employees of Gemma was approved by our Board on April 6, 2017 (see Exhibit 10.7 to our Annual Report on Form 10-K for the year ended January 31, 2017 that was filed with the SEC on April 11, 2017) with the objective of keeping the management team of Gemma in place for the long term. The unfunded, cash-based plan, as amended, now has four- to-six-year vesting periods with a continuous employment requirement (see Exhibit 10.12 to our Quarterly Report on Form 10-Q for the three-month period ended October 31, 2020 that was filed with the SEC on December 9, 2020). Based on the performance of certain key employees of Gemma for the year just ended, a dollar amount may be contributed to the deferred compensation plan, as amended, for each such employee. Of each annually awarded amount, 50% vests on the fourth anniversary of the date of award and 25% vests on each of the fifth and sixth anniversary dates. Except in the event of disability or death, vesting is dependent on continuous employment with Gemma up to the applicable vesting date. Mr. Collins participates in the plan, with a deferred compensation balance at January 31, 2025 of $125,000 that was established in prior years. Mr. Collins received a distribution of $175,000 during Fiscal 2025, and he did not earn deferred compensation related to Fiscal 2025. IRC Section 409A regulates the income tax treatment of most forms of nonqualified deferred compensation. We believe we are in compliance with IRC Section 409A and the regulations promulgated thereunder. Compensation Decisions. As a result of the recent deliberations of the Compensation Committee and based on the factors outlined above, on April 16, 2025, the Compensation Committee recommended that the following awards be made, which were subsequently ratified or approved by the independent members of the Board:

  46. Fiscal 2025 Compensation Deliberations

    | | Approved the payment of annual cash bonuses to Mr. Watson, Mr. Baugher, Mr. Deily, and Mr. Collins in the amounts of $675,000, $225,000, $200,000, and $450,000, respectively, related to performance during Fiscal 2025. | | | Approved the payment of non-equity incentive plan compensation to Mr. Collins in the amount of $3,050,000 related to achievements during Fiscal 2025. | | | Approved the award of non-qualified stock options, PRSUs, EPRSUs and TRSUs to Mr. Watson covering 2,000 shares, 3,000 target shares, 7,500 target shares and 4,000 shares of Common Stock, respectively. | | | Approved the award of non-qualified stock options, PRSUs, EPRSUs and TRSUs to Mr. Baugher covering 1,000 shares, 1,500 target shares, 3,750 target shares and 2,000 shares of Common Stock, respectively. | | | Approved the award of non-qualified stock options, PRSUs, EPRSUs, RRSUs and TRSUs to Mr. Collins covering 1,000 shares, 500 target shares, 3,000 target shares, up to 2,500 shares and 2,000 shares of Common Stock, respectively. |

  47. Fiscal 2025 Compensation Deliberations

    The stock-based awards identified above were made to Messrs. Watson, Baugher, and Collins in April 2025. Accordingly, the values of these awards will be included in the "Summary Compensation Table” in the amounts of compensation to be reported for the fiscal year ending January 31, 2025. The fair value amounts of the stock options and restricted stock units awarded to NEOs during the fiscal years ended January 31, 2025, 2024 and 2023 are set forth in the “Summary Compensation Table” that is presented in this Proxy Statement. Additional information regarding stock options and restricted stock units awarded to NEOs during Fiscal 2025 is presented in the “Grants of Plan-Based Awards Tables” section of this Proxy. For Fiscal 2025, over 75% and 60% of all cash and equity incentive compensation, respectively, was “At Risk” for our NEOs. As discussed above, the decisions of the Compensation Committee were based on recommendations received from our CEO, the Compensation Committee’s own evaluations of each executive’s performance, the overall achievements accomplished by Gemma and the Company during Fiscal 2025 and our overall executive compensation strategy. The Compensation Committee approved the cash bonus and non-equity incentive compensation payments described above and made its recommendations for stock option and restricted stock unit awards to the Board of Directors for approval. These recommendations were approved by the independent directors of the Board of Directors in April 2025.

  48. Major Elements of Executive Compensation

    Major Elements of Executive Compensation Annually, the Compensation Committee considers each of the elements of executive compensation that are discussed below, individually and in the aggregate, when making decisions regarding the ratification and/or approval of compensation amounts for each NEO. The Compensation Committee has reviewed the structure of the Company’s executive compensation program for imprudent risks, and it has discussed the findings of this risk assessment with management. The members of the Compensation Committee believe that our executive compensation program does not motivate employees to take risks that are reasonably likely to have a material adverse effect on us. Annual Base Salaries. Each NEO is paid an annual base salary which amount reflects the value of the executive’s skills to the Company, experience with the Company, prior record of achievement, expectations for future accomplishments, and other factors considered important to the Company. Base salary levels are established to attract quality executives, to provide a fixed base of cash compensation, and to recognize the challenges and varied skill requirements of different positions. Base salaries are reviewed annually and from time to time in connection with a promotion or other change in responsibilities. In making individual salary recommendations to the Compensation Committee, our CEO evaluates the performance of the other NEOs, reviews market compensation levels for comparable positions, and considers the particular executive’s potential attractiveness to other companies while being mindful of the overall financial health and performance of the Company. The Compensation Committee reviews the salary recommendations of the CEO and, together with impressions formed based on the observations of the members, approves base salaries for NEOs. The Compensation Committee also sets the base salary for the CEO. In so doing, the Compensation Committee members annually review the performance of the CEO and other relevant information. The base salary amounts paid to each NEO for the fiscal years ended January 31, 2025, 2024 and 2023 are set forth in the “Salary” column of the “Summary Compensation Table” presented in this Proxy Statement. Annual Cash Bonuses. The Compensation Committee may award cash bonus payments to NEOs to recognize and to reward individual performance that has meaningfully enhanced the operations and financial results of the Company during the most recently completed fiscal year. Awards are intended to convey to executives that good performance is recognized and valued by the Board. Furthermore, we believe that annual cash bonus awards strongly encourage executives to continue to improve their efforts in delivering annual results that are aligned with our long-term goals. At the conclusion of each fiscal year, the CEO submits recommended annual cash bonus award amounts for each of the other NEOs to the Compensation Committee for consideration, modification at their discretion, and, ultimately, for approval. Long-Term Equity-Based Compensation. NEOs are eligible to receive long-term equity-based compensation awards under our 2020 Stock Plan. The long-term equity-based compensation awarded to executives is largely a combination of PRSUs, EPRSUs, RRSUs and TRSUs. Over the past several years, we have reduced the number of shares of Common Stock covered by non-qualified stock option awards. The Compensation Committee members believe that the current combinations of these types of long-term equity-based awards respond to the objectives of our executive compensation program which encourage the accomplishment of the following:

  49. Major Elements of Executive Compensation

    | ● | Link incentive compensation to the Company’s long-term performance; |

  50. Major Elements of Executive Compensation

    | ● | Create long-term stockholder value; |

  51. Major Elements of Executive Compensation

    | ● | Reward actions that enhance long-term stockholder returns. |

  52. Cash and Long-Term Equity Awards

    Cash and Long-Term Equity Awards Cash Bonus Payments. The amounts of annual cash bonuses awarded to our holding company employees have typically been modest and have varied within a fairly narrow range. However, after considering the concerns of one institutional investor, the Compensation Committee adopted a policy that caps the annual cash incentive awards for the CEO and CFO to 200% of base salary. We believe that this policy mitigates the risk of excessive windfall awards, while not limiting our ability to adequately reward them for their performance. The employment agreements for Messrs. Watson and Baugher provide for annual target bonus payments of 100% and 75% of base salary, respectively, subject to the satisfaction of reasonable performance criteria as established each year at the discretion of the Board of Directors. After reviewing the recommendations of the CEO, the Fiscal 2025 financial performance of the Company as a whole, the increase in revenues and EBITDA, the increased levels of a diverse project backlog, the strong safety record, the successful tax savings, applicable employee contract performance calculations and the individual performances of Messrs. Watson, Baugher, Deily, and Collins, the Compensation Committee approved an aggregate amount of $1,550,000 in annual cash bonus awards for Fiscal 2025. The amounts of the cash bonus awards earned by each NEO for the fiscal years ended January 31, 2025, 2024 and 2023 are set forth in the “Bonus” column of the “Summary Compensation Table” presented in this Proxy Statement. The amount of the cash award determined pursuant to the non-equity incentive compensation plan included in the employment agreement of the CEO of Gemma in the amount of $3,050,000 is presented in the corresponding column of the “Summary Compensation Table.” The cash awards related to Fiscal 2025 performance were paid to executives in March and April 2025. Non-Qualified Stock Options. In April 2025, the Compensation Committee recommended the award of non-qualified stock options to purchase 2,000 shares of our Common Stock to Mr. Watson, having a grant date fair value of approximately $86,501. Mr. Baugher was awarded non-qualified stock options to purchase 1,000 shares of Common Stock, having a grant date fair value of approximately $43,251. Additionally, Mr. Collins was awarded non-qualified stock options to purchase 1,000 shares of Common Stock, having a grant date fair value of approximately $43,251. The fair values were determined based on the Black-Scholes valuation model, and an option exercise price equal to the price of the underlying Common Stock on the date of award ($148.72 per share). In April 2024 and 2023, the independent members of the Board awarded to Mr. Watson options to purchase 3,000 shares and 5,000 shares of our Common Stock, respectively. In April 2024 and 2023, the independent members of the Board awarded to Mr. Collins options to purchase 1,500 shares and 2,500 shares of our Common Stock, respectively. In April 2023, the independent members of the Board awarded to Mr. Deily options to purchase 2,500 shares of our Common Stock. The vesting for each stock option occurs ratably over three years. These options will expire on the ten-year anniversary of the award date. Time-Based Restricted Stock Units. In April 2025, the Compensation Committee recommended the award of TRSUs to Mr. Watson covering 4,000 shares of Common Stock, having an award date fair value of approximately $594,880. Mr. Baugher was awarded TRSUs covering 2,000 shares of Common Stock, having an award date fair value of approximately $297,440. Additionally, Mr. Collins was awarded TRSUs covering 2,000 shares of Common Stock, having an award date fair value of approximately $297,440. In April 2024 and 2023, the independent members of the Board approved the awards of TRSUs covering 10,000 shares and 12,000 shares, respectively, to Mr. Watson. In April 2024 and 2023, the independent members of the Board approved the awards of TRSUs covering 4,000 shares and 5,000 shares, respectively, to Mr. Collins. In September 2022, the independent members of the Board approved the award of TRSUs covering 12,500 shares to Mr. Deily. The vesting for these TRSUs occurs ratably over three years and includes adjustments for cash dividends. Performance-Based Restricted Stock Units. Each PRSU award vests on the third anniversary of the award, with the number of issuable shares based on the price performance of our Common Stock compared to the price performance of the common stock of each award’s designated Peer Group. Depending on the price performance of our Common Stock compared with the respective year’s Peer Group, the numbers of shares of Common Stock (percentage of the target number of shares) that an awardee may earn over the three-year stock price performance period of the PRSUs, plus adjustments for cash dividends, are determined based on the stock-earning scale presented below:

  53. Cash and Long-Term Equity Awards

    | Rank | 13th | 12th | 11th | 10th | 9th | 8th | 7th | 6th | 5th | 4th | 3rd | 2nd | 1st | | Percentile | –% | 8.3% | 16.6% | 25.0% | 33.3% | 41.6% | 50.0% | 58.3% | 66.6% | 75.0% | 83.3% | 91.6% | 100.0% | | Payout | –% | –% | –% | –% | –% | –% | 100% | 100% | 150% | 200% | 200% | 200% | 200% |

  54. Cash and Long-Term Equity Awards

    In April 2025, the Compensation Committee recommended the award of PRSUs with the targeted number of shares available for issuance equal to 3,000 shares of Common Stock to Mr. Watson, having an award date fair value of $394,680. Mr. Baugher was awarded PRSUs with the targeted number of shares available for issuance equal to 1,500 shares of Common Stock, having an award date fair value of $197,340. Additionally, Mr. Collins was awarded PRSUs with the targeted number of shares available for issuance equal to 500 shares of Common Stock, having an award date fair value of $65,780. In April 2024 and 2023, the independent members of the Board awarded to Mr. Watson PRSUs with the targeted number of shares available for issuance equal to 4,000 shares and 5,000 shares of our Common Stock, respectively. Additionally, in April 2024 and April 2023, in part to continue to encourage Gemma’s collaboration with our three other subsidiaries, the independent members of the Board awarded PRSUs to Mr. Collins, with the targeted number of shares available for issuance equal to 1,000 shares of Common Stock for each award. In September 2022, the independent members of the Board awarded to Mr. Deily PRSUs with the targeted number of shares available for issuance equal to 2,500 shares of our Common Stock. EPS Performance-Based Restricted Stock Units. The number of shares of Common Stock (percent of the target number of shares) that an awardee may earn over the three-year measurement periods for the April 2025, April 2024 and April 2023 EPRSUs, plus adjustments for cash dividends, are determined based on the diluted EPS compounded growth sliding scale presented below:

  55. Cash and Long-Term Equity Awards

    | 2025 EPRSU Award | | | | | | | | | | | Diluted EPS Compound Growth Rate | < 7.5% | 7.5% | 10.0% | 15.0% | 20.0% | 25.0% | 30.0% | 35.0% | > 40% | | Payout | –% | 25% | 50% | 75% | 100% | 125% | 150% | 175% | 200% | | 2024 EPRSU Award | | | | | | | | | | | Diluted EPS Compound Growth Rate | < 7.5% | 7.5% | 10.0% | 15.0% | 20.0% | 25.0% | 30.0% | 35.0% | > 40% | | Payout | –% | 25% | 50% | 75% | 100% | 125% | 150% | 175% | 200% | | 2023 EPRSU Award | | | | | | | | | | | Diluted EPS Compound Growth Rate | < 5.0% | 5.0% | 7.5% | 10.0% | 15.0% | 20.0% | 25.0% | > 30% | | | Payout | –% | 25% | 50% | 75% | 100% | 125% | 150% | 200% | |

  56. Cash and Long-Term Equity Awards

    In April 2025, the Compensation Committee recommended the award of EPRSUs with the targeted number of shares available for issuance equal to 7,500 shares of Common Stock to Mr. Watson, having an award date fair value of $557,700. Mr. Baugher was awarded EPRSUs with the targeted number of shares available for issuance equal to 3,750 shares of Common Stock, having an award date fair value of $278,850. Additionally, Mr. Collins was awarded EPRSUs with the targeted number of shares available for issuance equal to 3,000 shares of Common Stock, having an award date fair value of $223,080. In April 2024 and 2023, the independent members of the Board awarded to Mr. Watson EPRSUs with the targeted number of shares available for issuance equal to 8,000 shares and 10,000 shares of our Common Stock, respectively. In April 2024 and 2023, the independent members of the Board awarded to Mr. Collins, EPRSUs with the targeted number of shares available for issuance equal to 2,000 shares and 2,500 shares of our Common Stock, respectively. In April 2023, the independent members of the Board awarded to Mr. Deily, EPRSUs with the targeted number of shares available for issuance equal to 2,500 shares of our Common Stock. The number of shares issuable pursuant to each EPRSU award will be determined on the third anniversary of the award date. The performance criteria for the EPRSUs awarded in April 2025 will be based on the sum of our diluted EPS for the fiscal years ending January 31, 2026, 2027 and 2028 compared to target compounded growth diluted EPS amounts. Renewable Performance-Based Restricted Stock Units. In April 2021, in response to stockholder feedback and to incentivize Mr. Collins, the CEO of Gemma, to increase the number and value of renewable energy projects awarded to Gemma over the ensuing three years, we introduced RRSUs as a new component of his executive compensation package. Pursuant to the RRSU awards, shares of Common Stock are earned based on Gemma’s success in increasing the amount of New Renewable Adjusted RUPO, as defined, during certain periods within the three-year term of the RRSU agreement. Renewable energy projects are defined as profitable projects awarded to Gemma related to solar, wind, hydrogen or other renewable-related technologies. The values of these latter two types of contract awards will receive multipliers of 200% and 150%, respectively. “RUPO” is defined as the value of the Remaining Unsatisfied Performance Obligations in contracts with customers, determined in accordance with accounting principles generally accepted in the U.S., which represents the amount of unrecognized revenues for active contracts with customers.

  57. Cash and Long-Term Equity Awards

    | | 2025 RRSU Award | | 2024 RRSU Award | | 2023 RRSU Award | | 2022 RRSU Award | | | | RUPO | Payout | RUPO | Payout | RUPO | Payout | RUPO | Payout | | ($s in millions) | Hurdle | Shares | Hurdle | Shares | Hurdle | Shares | Hurdle | Shares | | Year 1 | $150 | 500 | $100 | 1,000 | $100 | 1,500 | $150 | 1,500 | | Year 2 | 225 | 500 | 175 | 1,000 | 175 | 1,500 | 225 | 1,500 | | Year 3 | 300 | 500 | 250 | 1,000 | 250 | 1,500 | 300 | 1,500 | | Year 3 Cumulative | 675 | 1,000 | 525 | 2,000 | 525 | 3,000 | 675 | 3,000 |

  58. Cash and Long-Term Equity Awards

    In April 2025, the Compensation Committee recommended the award of RRSUs to Mr. Collins covering 2,500 shares of our Common Stock, having an award date fair value of approximately $148,720. In April 2024, the independent members of the Board awarded RRSUs to Mr. Collins covering 5,000 shares of our Common Stock, plus adjustments for cash dividends. In April 2025, the $100 million New Renewable Adjusted RUPO hurdle was achieved, resulting in the issuance of 544 net settled shares of Common Stock, including a portion related to cash dividends. In April 2023, the independent members of the Board awarded RRSUs to Mr. Collins covering 7,500 shares of our Common Stock, respectively, plus adjustments for cash dividends. In April 2024, the $100 million New Renewable Adjusted RUPO hurdle was achieved, resulting in the issuance of 826 net settled shares of Common Stock, including a portion related to cash dividends. In April 2025, the $175 million New Renewable Adjusted RUPO hurdle was achieved, resulting in the issuance of 838 net settled shares of Common Stock, including a portion related to cash dividends. In April 2022, the independent members of the Board awarded RRSUs to Mr. Collins covering 7,500 shares of our Common Stock, plus adjustments for cash dividends. In April 2023, the actual amount of renewable energy project awards failed to reach the $150 million New Renewable Adjusted RUPO hurdle, resulting in the forfeiture of RRSUs covering 1,500 shares of Common Stock. In April 2024, the $225 million New Renewable Adjusted RUPO hurdle was achieved, resulting in the issuance of 848 net settled shares of Common Stock, including portions related to cash dividends. In April 2025, the $300 million and cumulative $675 million New Renewable Adjusted RUPO hurdles were achieved, resulting in the issuance of 2,583 net settled shares of Common Stock, including portions related to cash dividends.

  59. Summary Compensation Table

    Summary Compensation Table For Fiscal 2025, we are reporting compensation for the NEOs identified below, who include the Company’s CEO, the Company’s CFO, the Company’s former CFO and current Compliance Officer, and the Chief Executive Officer of Gemma. During Fiscal 2025, Mr. Deily retired from the position of Senior Vice President, Chief Financial Officer, Treasurer, and Corporate Secretary for the Company but continues to serve as the Company’s Compliance Officer. Mr. Deily will not be considered a Named Executive Officer in the future. Mr. Baugher was promoted to Senior Vice President, Chief Financial Officer, and Treasurer effective September 16, 2024. The following table sets forth the total amount of compensation paid to or earned by these NEOs for the fiscal years ended January 31, 2025, 2024 and 2023.

  60. Summary Compensation Table

    | | Fiscal | | | | Stock | Non-equity | | | | | Year Ended | Salary | Bonus | Stock | Option | Incentive Plan | All Other | Total | | Named Executive Officer | January 31, | Earned | Earned | Awards(1) | Awards(1) | Compensation(2) | Compensation(3) | Compensation | | David H. Watson(4) | 2025 | $437,500 | $675,000 | $1,073,705 | $41,670 | $– | $31,383 | $2,259,258 | | President and Chief | 2024 | 400,000 | 575,000 | 845,569 | 40,600 | – | 6,012 | 1,867,181 | | Executive Officer | 2023 | 305,444 | 330,000 | 693,162 | 66,800 | – | 3,038 | 1,398,444 | | Joshua S. Baugher(5) | 2025 | $218,750 | $225,000 | $183,660 | $20,835 | $– | $30,463 | $678,708 | | Senior Vice President, Chief Financial Officer and | | | | | | | | | | Treasurer | | | | | | | | | | Charles E. Collins IV | 2025 | $647,788 | $450,000 | $482,696 | $20,835 | $3,050,000 | $62,085 | $4,713,404 | | Chief Executive Officer, Gemma | 2024 | 481,410 | 350,000 | 400,013 | 20,300 | 1,150,000 | 46,000 | 2,447,723 | | | 2023 | 400,000 | 250,000 | 538,261 | 33,400 | 1,400,000 | 59,071 | 2,680,732 | | Richard H. Deily(4)(5) | 2025 | $251,254 | $200,000 | $– | $– | $– | $29,977 | $481,231 | | Compliance Officer | 2024 | 300,000 | 300,000 | 49,338 | 20,300 | – | 5,281 | 674,919 | | | 2023 | 251,371 | 185,000 | 634,366 | 23,380 | – | 2,720 | 1,096,837 |

  61. Summary Compensation Table

    | (1) Amounts represent the aggregate award-date fair values computed for financial reporting purposes reflecting the assumptions discussed in the section “Share-Based Payments” of Note 1 – Description of the Business and Basis of Presentation of our consolidated financial statements that are included in Item 8 of our Annual Report on Form 10-K for the year ended January 31, 2025. |

  62. Summary Compensation Table

    | (2) Amounts represent cash earned by Mr. Collins, determined pursuant to the incentive compensation terms of his employment agreement. |

  63. Summary Compensation Table

    | (3) Amounts represent matching and profit-sharing contributions made pursuant to the applicable Company’s 401(k) plan, term life insurance premiums, and car allowance payments made to Mr. Collins. |

  64. Summary Compensation Table

    | (4) On August 16, 2022, Mr. Watson was appointed CEO and Mr. Deily was appointed CFO. Prior to being appointed CEO in Fiscal 2023, Mr. Watson served as Senior Vice President, Chief Financial Officer, Treasurer, and Corporate Secretary. |

  65. Summary Compensation Table

    | (5) On September 16, 2024, upon the retirement of Mr. Deily from the position of CFO, Mr. Baugher was appointed CFO. |

  66. Potential Payments upon Termination

    Potential Payments upon Termination The terms of the employment agreements with our NEOs provide that we pay certain severance benefits in the event that one of them is terminated by us other than for “cause” as that term is defined in each applicable agreement. The following table presents amounts payable to the executives considered NEOs for Fiscal 2025 based on the assumption that the executives are terminated without cause on January 31, 2025. The section entitled “Summary of Employment Arrangements” includes descriptions of the payments which shall be made to the respective executive upon a change in control.

  67. Potential Payments upon Termination

    | | Base | Cash Incentive | Health Care | | | Named Executive Officer | Salary | Payments | Benefits/Other | Totals | | David H. Watson | $500,000(1) | $675,000(2) | $31,489(1) | $1,206,489 | | Joshua S. Baugher | 125,000(3) | 225,000(2) | 23,017(3) | 373,017 | | Charles E. Collins IV | 600,000(1) | 3,500,000(4) | 60,208(1) | 4,160,208 |

  68. Potential Payments upon Termination

    | (1) Amounts represent the continuation of salary and benefits payments, respectively, for twelve months. |

  69. Potential Payments upon Termination

    | (2) Amounts represent the cash bonus amounts awarded for Fiscal 2025 but paid after January 31, 2025. |

  70. Potential Payments upon Termination

    | (3) Amounts represent the continuation of salary and benefits payments, respectively, for six months. |

  71. Potential Payments upon Termination

    | (4) Amount represents the total of the non-equity incentive cash compensation earned and the cash bonus amount awarded for Fiscal 2025 but paid after January 31, 2025. |

  72. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The awards presented in the table immediately below represent restricted stock units and non-qualified stock options to purchase shares of our Common Stock (“NQSOs”) that were granted under our Argan, Inc. 2020 Stock Plan to the NEOs during Fiscal 2025. The Compensation Committee administers our 2020 Stock Plan. The material terms of the EPRSUs, PRSUs, RRSUs, TRSUs, and NQSOs awarded to our NEOs are described under “Executive Compensation Discussion and Analysis” in the section entitled “Cash and Long-Term Equity Awards.”

  73. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts under | | | All Other | All Other | Exercise | Grant Date Fair | | | | | Equity Incentive Plan Awards(2) | | | Stock | Option | Price/ | Value of Stock and | | | | Grant | Threshold(3) | Target(4) | Maximum(5) | Awards | Awards | Share | Option Awards(6) | | Named Executive Officer | Award | Date(1) | (#) | (#) | (#) | (#) | (#) | ($) | ($) | | David H. Watson | EPRSU | 4/16/2024 | – | 8,000 | 16,000 | – | – | $– | $244,880 | | | PRSU | 4/16/2024 | – | 4,000 | 8,000 | – | – | – | 216,625 | | | TRSU | 4/16/2024 | – | – | – | 10,000 | – | – | 612,200 | | | NQSO | 4/16/2024 | – | – | – | – | 3,000 | 61.22 | 41,670 | | Joshua S. Baugher | TRSU | 4/16/2024 | – | – | – | 3,000 | – | $– | $183,660 | | | NQSO | 4/16/2024 | – | – | – | – | 1,500 | 61.22 | 20,835 | | Charles E. Collins IV | EPRSU | 4/16/2024 | – | 2,000 | 4,000 | – | – | $– | $61,220 | | | PRSU | 4/16/2024 | – | 1,000 | 2,000 | – | – | – | 54,156 | | | RRSU | 4/16/2024 | – | 5,000 | 5,000 | – | – | – | 122,440 | | | TRSU | 4/16/2024 | – | – | – | 4,000 | – | – | 244,880 | | | NQSO | 4/16/2024 | – | – | – | – | 1,500 | 61.22 | 20,835 |

  74. Grants of Plan-Based Awards

    | (1) The grant date represents the date on which the independent members of the Board of Directors awarded the restricted stock units and stock options. |

  75. Grants of Plan-Based Awards

    | (2) These columns represent the threshold, target, and maximum shares for the performance-based restricted stock unit awards that were granted during Fiscal 2025. These include EPRSUs, PRSUs, and RRSUs, which are described in the “Executive Compensation Discussion and Analysis” section of this Proxy Statement. |

  76. Grants of Plan-Based Awards

    | (3) For the EPRSU awards, if the sum of our diluted EPS over the three-year performance period does not achieve 7.5% growth, the executive does not earn any shares of our Common Stock. For the PRSU awards, if our stock price performance over the three-year measurement period is not ranked among the top seven of thirteen peer companies, the executive does not earn any shares of our Common Stock. For the RRSU awards, if RUPO hurdle amounts are not achieved for separate periods of time as defined in each award, the executive does not earn any shares of our Common Stock. |

  77. Grants of Plan-Based Awards

    | (4) For the EPRSU awards, the target number of shares of Common Stock, before adjustment for cash dividends, is earned by the executive if the sum of our diluted EPS over the three-year performance period grows by 20%–25%. For the PRSU awards, the target number of shares of Common Stock, before adjustment for cash dividends, is earned by the executive if our stock performance ranks sixth or seventh among the thirteen peer companies (including us). For the RRSU awards, the target number of shares of Common Stock, before adjustment for cash dividends, that may be earned by the executive is based on the achievement of all the applicable RUPO hurdles. |

  78. Grants of Plan-Based Awards

    | (5) For the EPRSU awards, the maximum number of shares of Common Stock, before adjustment for cash dividends, is earned by the executive if the sum of our diluted EPS over the three-year performance period exceeds 40% growth. For the PRSU awards, the maximum number of shares of Common Stock, before adjustment for cash dividends, is earned by the executive if our stock performance ranks in the top four among the thirteen peer companies (including us). For the RRSU awards, the maximum number of shares of Common Stock, before adjustment for cash dividends, that may be earned by the executive is based on the achievement of all the applicable RUPO hurdles. |

  79. Grants of Plan-Based Awards

    | (6) Each amount represents the fair value of the corresponding restricted stock units and stock options on the date of grant as computed for financial reporting purposes, reflecting the assumptions discussed in the “Share-Based Payments” section of Note 1 – Description of the Business and Basis of Presentation of our consolidated financial statements, which is included in Item 8 of our Annual Report on Form 10-K for Fiscal 2025. |

  80. Stock Options Exercised and Stock Vested

    Stock Options Exercised and Stock Vested This table provides information on an aggregate basis about NQSOs that were exercised during Fiscal 2025 and shares of Common Stock, including additional shares related to cash dividends, that were earned and issued pursuant to restricted stock units during Fiscal 2025 for each of the NEOs.

  81. Stock Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of Shares | Value Realized | Number of Shares | Value Realized | | Named Executive Officer | Acquired on Exercise(1) | on Exercise | Acquired on Vesting(1)(2) | on Vesting | | David H. Watson | 150,666 | $6,877,336 | 11,219 | $679,345 | | Joshua S. Baugher | – | $– | 598 | $36,974 | | Charles E. Collins IV | – | $– | 10,146 | $614,524 | | Richard H. Deily | 40,000 | $874,200 | 6,863 | $543,038 |

  82. Stock Options Exercised and Stock Vested

    | (1) A portion of these shares reported was withheld by the Company to satisfy exercise price and/or tax withholding obligations. |

  83. Stock Options Exercised and Stock Vested

    | (2) The number of shares acquired on vesting presented in this table includes additional shares related to dividends. |

  84. Outstanding Equity Awards

    Outstanding Equity Awards The table set forth immediately below presents certain information relating to the EPRSUs held by the NEOs as of January 31, 2025.

  85. Outstanding Equity Awards

    | | Outstanding EPRSUs | | | | | Number of | Market | Market | | Named Executive Officer | Shares(1) | Price/Share(2) | Price(3) | | David H. Watson | 36,000 | $136.80 | $4,924,800 | | Charles E. Collins IV | 9,000 | $136.80 | $1,231,200 | | Richard H. Deily | 5,000 | $136.80 | $684,000 |

  86. Outstanding Equity Awards

    | (1) The number of shares presented in this table represents the maximum number of shares that could be earned over the corresponding three-year stock performance measurement period before adjustment for cash dividends. EPRSUs were awarded to Messrs. Watson and Collins on April 16, 2024 and April 17, 2023 and awarded to Mr. Deily on April 17,2023. |

  87. Outstanding Equity Awards

    | (2) This price represents the closing per share price of our Common Stock on January 31, 2025, as reported by the NYSE. |

  88. Outstanding Equity Awards

    | (3) Each amount represents the market value of the maximum number of shares of our Common Stock as of January 31, 2025, that could be earned under the corresponding EPRSU award, before adjustment for cash dividends. |

  89. Outstanding Equity Awards

    The table set forth immediately below presents certain information relating to the PRSUs held by the NEOs as of January 31, 2025.

  90. Outstanding Equity Awards

    | | Outstanding PRSUs | | | | | Number of | Market | Market | | Named Executive Officer | Shares(1) | Price/Share(2) | Price(3) | | David H. Watson | 38,000 | $136.80 | $5,198,400 | | Charles E. Collins IV | 6,000 | $136.80 | $820,800 | | Richard H. Deily | 5,000 | $136.80 | $684,000 |

  91. Outstanding Equity Awards

    | (1) The number of shares presented in this table represents the maximum number of shares that could be earned over the corresponding three-year stock price performance measurement period before adjustment for cash dividends. PRSUs were awarded to Mr. Watson on April 16, 2024, April 17, 2023, and April 18, 2022; they were awarded to Mr. Deily on September 13, 2022; and they were awarded to Mr. Collins on April 16, 2024, April 17, 2023, and April 18, 2022. |

  92. Outstanding Equity Awards

    | (2) This price represents the closing per share price of our Common Stock on January 31, 2025, as reported by the NYSE. |

  93. Outstanding Equity Awards

    | (3) Each amount represents the market value of the maximum number of shares of our Common Stock as of January 31, 2025, that could be earned under the corresponding PRSU award, before adjustment for cash dividends. |

  94. Outstanding Equity Awards

    The table set forth immediately below presents certain information relating to the RRSUs held by Mr. Collins as of January 31, 2025. None of the other NEOs have been awarded RRSUs.

  95. Outstanding Equity Awards

    | | Outstanding RRSUs | | | | | Number of | Market | Market | | Named Executive Officer | Shares(1) | Price/Share(2) | Price(3) | | Charles E. Collins IV | 15,500 | $136.80 | $2,120,400 |

  96. Outstanding Equity Awards

    | (1) The number of shares presented in this table represents the maximum remaining number of shares that could be earned over the corresponding three-year term, before adjustment for cash dividends and as adjusted for shares of Common Stock forfeited, if any, as of January 31, 2025, for the failure of renewable project bookings to meet certain defined RUPO hurdles. RRSUs were awarded to Mr. Collins on April 16, 2024, April 17, 2023, and April 18, 2022. |

  97. Outstanding Equity Awards

    | (2) This price represents the closing per share price of our Common Stock on January 31, 2025, as reported by the NYSE. |

  98. Outstanding Equity Awards

    | (3) Each amount represents the market value of the maximum number of shares of our Common Stock as of January 31, 2025, that could be earned under the RRSU award, before adjustment for cash dividends. |

  99. Outstanding Equity Awards

    Presented below is information relating to the TRSUs held by NEOs as of January 31, 2025.

  100. Outstanding Equity Awards

    | | Outstanding TRSUs | | | | | Number of | Market | Market | | Named Executive Officer | Shares(1) | Price/Share(2) | Price(3) | | David H. Watson | 21,334 | $136.80 | $2,918,491 | | Joshua S. Baugher | 4,167 | $136.80 | $570,046 | | Charles E. Collins IV | 10,667 | $136.80 | $1,459,246 | | Richard H. Deily | 5,333 | $136.80 | $729,554 |

  101. Outstanding Equity Awards

    | (1) The number of shares presented in this table represents the total number of shares scheduled to vest, before adjustment for cash dividends, over a three-year period. TRSUs were awarded to Messrs. Watson and Collins on April 16, 2024, April 17, 2023, and April 18, 2022. TRSUs were awarded to Mr. Baugher on April 16, 2024 and April 17, 2023. TRSUs were awarded to Mr. Deily on September 13, 2022 and April 18, 2022. |

  102. Outstanding Equity Awards

    | (2) This price represents the closing per share price of our Common Stock on January 31, 2025, as reported by the NYSE. |

  103. Outstanding Equity Awards

    | (3) Each amount represents the market value of the total number of shares of our Common Stock as of January 31, 2025, that are scheduled to vest over a three-year period, before adjustment for cash dividends. |

  104. Outstanding Equity Awards

    The table immediately below sets forth certain information concerning exercisable and unexercisable options to purchase shares of Common Stock that were held by our NEOs as of January 31, 2025.

  105. Outstanding Equity Awards

    | | Number of Securities Underlying | | | | | | Unexercised Stock Options | | Exercise | Expiration | | Named Executive Officer | Exercisable | Unexercisable | Price/Share | Date | | David H. Watson | – | 3,334 | $36.78 | 4/18/2032 | | | 1,667 | 3,333 | 39.47 | 4/17/2033 | | | – | 3,000 | 61.22 | 4/16/2034 | | Joshua S. Baugher | – | 1,500 | $61.22 | 4/16/2034 | | Charles E. Collins IV | 5,000 | – | $46.35 | 1/11/2028 | | | 25,000 | – | 43.10 | 9/12/2028 | | | 10,000 | – | 42.31 | 9/10/2029 | | | 10,000 | – | 33.81 | 4/16/2030 | | | 3,334 | 1,666 | 36.78 | 4/18/2032 | | | 833 | 1,667 | 39.47 | 4/17/2033 | | | – | 1,500 | 61.22 | 4/16/2034 | | Richard H. Deily | 10,000 | – | $50.30 | 4/12/2029 | | | 3,500 | – | 54.60 | 4/16/2031 | | | 2,334 | 1,166 | 36.78 | 4/18/2032 | | | 833 | 1,667 | 39.47 | 4/17/2033 |

  106. Outstanding Equity Awards

    None of the stock options presented in the table above have been repriced or otherwise materially modified. The 2020 Stock Plan does not permit repricing nor does it allow the cancellation of existing stock options in connection with the award of new stock options.

  107. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan The nonqualified deferred compensation plan for key employees of Gemma was approved by the Board on April 6, 2017, with the objective of keeping the management team of Gemma in place for the long term. The unfunded, cash-based plan, as amended, has six or seven-year vesting periods. Based on the performance of each key employee, a dollar amount may be set aside each year for each key employee in the deferred compensation plan. Over 25 of Gemma’s key employees are participants in the plan. For awards made on or after January 31, 2021 and pursuant to an amendment to the plan, 50% of each annually awarded amount vests on the fourth anniversary of the date of award and 25% of the awarded amount will vest on the fifth and sixth anniversary dates, respectively. For awards made prior to January 1, 2021, 50% of each annually awarded amount vests on the fifth anniversary of the date of award and 25% of the awarded amount will vest on the sixth and seventh anniversary dates, respectively. Except in the event of disability or death, vesting is dependent on continuous employment with Gemma up to the applicable vesting date. The balances presented below for Mr. Collins relate to his participation in the plan prior to becoming a NEO. None of our other NEOs is a participant in the plan.

  108. Non-Qualified Deferred Compensation Plan

    | | Executive | Registrant | Total | Withdrawals/ | Balance at | | Named Executive Officer | Contributions | Contributions | Compensation | Distributions | January 31, 2025(1) | | Charles E. Collins IV | $– | $– | $– | $175,000 | $125,000 |

  109. Non-Qualified Deferred Compensation Plan

    | (1) Amount in total was contributed prior to Fiscal 2020. |

  110. Pay Ratio Disclosure

    Pay Ratio Disclosure Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Item 402(a) of Regulation S-K promulgated by the SEC thereunder requires us to disclose the median of the total compensation of all employees, excluding our CEO, and the ratio of the median of the annual total compensation of all employees to the annual total compensation of our CEO. The annual total compensation of the employee with the median amount of such compensation, among all of our employees who were employed as of December 31, 2024 (other than our CEO), was $99,462 for the period defined below. The annual total compensation for Mr. David Watson, our CEO, was $2,259,258 for Fiscal 2025 as presented in the “Summary Compensation Table” above. The ratio of the annual total compensation of our CEO to the annual total compensation of the employee with the median amount of such compensation was 23 to 1. 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 above, 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. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on the data included in our payroll and employment records and the methodology described herein. In order to identify the employee with the median amount of annual total compensation and as our consistently applied compensation measure, we identified the actual amount of fixed cash compensation paid to each employee from January 1, 2024 through December 31, 2024. We defined fixed cash compensation as any regular payments (such as base salary), overtime pay, and annual fixed allowances that were guaranteed to the employee regardless of performance. For each employee who was hired during the defined period and did not work for the entire twelve-month period (and was not designated as a temporary employee in our payroll records, or was employed for 30 days or less), we estimated his/her twelve-month fixed cash compensation amount based (i) on the amount actually paid for the portion of the period that the individual was employed or (ii) on the planned salary amount for each employee who was on a leave of absence. The employee population used to identify the employee with the median amount of annual total compensation comprised approximately 2,479 individuals. We assessed our pay-versus-performance alignment pursuant to Item 402(v) of the SEC’s Regulation S-K for the five years ended January 31, 2025, and we have provided the table below, which presents total compensation for our NEOs, compensation actually paid to our NEOs, and certain performance metrics. In this table, total compensation presented for our NEOs is determined by two methods. First, each total compensation amount agrees with the amount presented above in the “Summary Compensation Table” (“SCT”) for the applicable year. Second, the amount of Compensation Actually Paid (“CAP”) is calculated pursuant to SEC rules and adjusts amounts presented in the SCT by year-over-year changes in the fair value of unvested equity awards that are outstanding at the end of the respective year, that vest during the respective year, or that are forfeited during the respective year. Also presented for each year are our total shareholder return (“TSR”) over the respective period and the TSR for a chosen peer group of the Company. The table also presents the amounts of our annual net income for the five years ended January 31, 2025, as well as our consolidated EBITDA, expressed as percentages of corresponding consolidated revenues, which are financial performance measures that we find most important in determining the compensation for our NEOs. For further information concerning our philosophy relating to the alignment of compensation for our NEOs with certain performance metrics, refer to the “Executive Compensation Discussion and Analysis” section of this Proxy Statement.

  111. Pay Ratio Disclosure

    | | | | | | | | Value of Initial Fixed $100 | | | | | | | | | | Average | Average | Investment Based On: | | | | | | SCT Total | SCT Total | CAP | CAP | SCT Total | CAP | | Peer | | EBITDA | | Fiscal | for CEO | for CEO | to CEO | to CEO | for Other | to Other | Argan, Inc. | Group | Net Income | as a % of | | Year | Bosselmann(1) | Watson(2) | Bosselmann(1) | Watson(2) | NEOs(3) | NEOs(3) | TSR(4) | TSR(4)(5) | (in thousands)(6) | Revenues(7) | | 2025 | $n/a | $2,259,258 | $n/a | $10,930,961 | $1,957,781 | $4,137,089 | $380 | $359 | $85,459 | 13.0% | | 2024 | n/a | 1,867,181 | n/a | 1,876,980 | 1,561,321 | 1,729,313 | 122 | 232 | 32,358 | 9.0% | | 2023 | 1,911,619 | 1,398,444 | 2,158,773 | 1,596,121 | 1,888,785 | 2,162,355 | 104 | 206 | 34,704 | 10.6% | | 2022 | 1,877,163 | n/a | 1,980,856 | n/a | 1,631,539 | 1,559,220 | 97 | 160 | 35,706 | 10.6% | | 2021 | 1,027,895 | n/a | 1,110,509 | n/a | 997,554 | 1,063,796 | 110 | 128 | 23,811 | 7.5% |

  112. Pay Ratio Disclosure

    | (1) Mr. Bosselmann served as Chairman of the Board and CEO for Fiscal 2021, Fiscal 2022, and a portion of Fiscal 2023, and is therefore included as the CEO in the table for each of these years. |

  113. Pay Ratio Disclosure

    | (2) Mr. Watson has served as CEO since August 16, 2022, and is therefore included as CEO for Fiscal 2023, Fiscal 2024, and Fiscal 2025. |

  114. Pay Ratio Disclosure

    | (3) Other NEOs include the following executives and their roles for each year: |

  115. Pay Ratio Disclosure

    Fiscal 2021 – Mr. Watson (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary), Mr. Collins (Co-President, Gemma) and T. Colin Trebilcock (Co-President, Gemma). Fiscal 2022 – Mr. Watson (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary), Mr. Collins (Chief Executive Officer, Gemma) and Mr. Trebilcock (President, Gemma). Fiscal 2023 and Fiscal 2024 – Mr. Deily (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary) and Mr. Collins (Chief Executive Officer, Gemma). Fiscal 2025 - Mr. Baugher (Senior Vice President, Chief Financial Officer and Treasurer, effective September 16, 2024), Mr. Deily (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary through September 15, 2024) and Mr. Collins (Chief Executive Officer, Gemma).

  116. Pay Ratio Disclosure

    | (4) Cumulative total shareholder return is calculated based on the value of an initial fixed investment of $100 on January 31, 2020, assuming the reinvestment of dividends. |

  117. Pay Ratio Disclosure

    | (5) The peer group used for the calculations of the peer group total shareholder returns is the Dow Jones US Heavy Construction TSM index. |

  118. Pay Ratio Disclosure

    | (6) The amounts in this column represent the amounts of net income presented in our audited consolidated financial statements for the applicable fiscal year. |

  119. Pay Ratio Disclosure

    | (7) As discussed further in the “Executive Compensation Discussion and Analysis” section in this Proxy Statement, we believe that EBITDA, expressed as a percentage of corresponding revenues, is a meaningful performance measure as the percentage reflects our ability to convert dollars of revenues into earnings. Such percentages for each of the five years ended January 31, 2025, are calculated as follows: |

  120. Pay Ratio Disclosure

    | | Fiscal | Fiscal | Fiscal | Fiscal | Fiscal | | ($s in thousands) | 2025 | 2024 | 2023 | 2022 | 2021 | | Revenues | $874,179 | $573,333 | $455,040 | $509,370 | $392,206 | | Net income, as reported | $85,459 | $32,358 | $34,704 | $35,706 | $23,811 | | Income tax expense | 25,745 | 16,575 | 11,296 | 11,356 | 1,074 | | Depreciation | 1,905 | 2,013 | 2,983 | 3,367 | 3,715 | | Amortization of intangible assets | 391 | 392 | 732 | 870 | 904 | | EBITDA | 113,500 | 51,338 | 49,715 | 51,299 | 29,504 | | EBITDA of non-controlling interest | - | - | 1,606 | (2,538) | (40) | | EBITDA attributable to the stockholders of Argan, Inc. | $113,500 | $51,338 | $48,109 | $53,837 | $29,544 | | EBITDA as a percent of revenues | 13.0% | 9.0% | 10.6% | 10.6% | 7.5% |

  121. Pay Ratio Disclosure

    The two tables below provide reconciliations of the amounts of total compensation that are presented in the SCT for the CEOs and the Other NEOs to the amounts of compensation actually paid that are determined pursuant to SEC rules. As such, the amounts of compensation actually paid that are presented in the tables below are determined by adjusting totals presented in the SCT by year-over-year changes in the fair value of unvested equity awards that are outstanding at the end of the respective year, vest during the respective year, or are forfeited during the respective year.

  122. Pay Ratio Disclosure

    | | Chief Executive Officers | | | | | | | | Fiscal Year Ended January 31, | | | | | | | | 2021 | 2022 | 2023 | 2023 | 2024 | 2025 | | | (Bosselmann)(1) | (Bosselmann)(1) | (Bosselmann)(1) | (Watson)(2) | (Watson) | (Watson) | | Summary Compensation Table ("SCT") Total | $1,027,895 | $1,877,163 | $1,911,619 | $1,398,444 | $1,867,181 | $2,259,258 | | Grant-date fair value of equity awards made during the year, as disclosed in the SCT | (601,061) | (1,425,250) | (949,952) | (759,962) | (886,169) | (1,115,375) | | Fair value of unvested equity awards made during the year, measured as of year-end | 854,824 | 657,043 | 946,327 | 757,062 | 1,014,585 | 3,351,672 | | Change in fair value of unvested equity awards granted in prior years, measured as of year-end | 64,617 | (364,221) | 95,894 | 76,714 | 225,588 | 6,514,792 | | Change in fair value of vested equity awards granted in prior years, measured as of the vesting date | (235,766) | 1,236,121 | 319,202 | 255,317 | 707 | 312,763 | | Change in fair value of equity awards granted in prior years that forfeited/failed to meet vesting conditions | – | – | (164,317) | (131,454) | (344,912) | (392,149) | | Compensation Actually Paid | $1,110,509 | $1,980,856 | $2,158,773 | $1,596,121 | $1,876,980 | $10,930,961 |

  123. Pay Ratio Disclosure

    | (1) Mr. Bosselmann served as CEO for Fiscal 2021, Fiscal 2022, and a portion of 2023, and is therefore included as the CEO in the table for each of those years. |

  124. Pay Ratio Disclosure

    | (2) Mr. Watson has served as CEO since August 16, 2022, and is therefore included as CEO for Fiscal 2023, Fiscal 2024, and Fiscal 2025. |

  125. Pay Ratio Disclosure

    | | Other Named Executive Officers Average | | | | | | | Fiscal Year Ended January 31, | | | | | | | 2021(1) | 2022(2) | 2023(3) | 2024(3) | 2025(4) | | Summary Compensation Table ("SCT") Total | $997,554 | $1,631,539 | $1,888,785 | $1,561,321 | $1,957,781 | | Grant-date fair value of equity awards made during the year, as disclosed in the SCT | (198,149) | (685,267) | (614,704) | (244,975) | (236,009) | | Fair value of unvested equity awards made during the year, measured as of year-end | 290,753 | 382,871 | 800,822 | 351,285 | 791,008 | | Change in fair value of unvested equity awards granted in prior years, measured as of year-end | 28,431 | (137,659) | 57,748 | 99,404 | 1,558,611 | | Change in fair value of vested equity awards granted in prior years, measured as of the vesting date | (54,793) | 367,736 | 114,006 | 11,016 | 123,099 | | Change in fair value of equity awards granted in prior years that forfeited/failed to meet vesting conditions | – | – | (84,302) | (48,738) | (57,401) | | Compensation Actually Paid | $1,063,796 | $1,559,220 | $2,162,355 | $1,729,313 | $4,137,089 |

  126. Pay Ratio Disclosure

    | (1) NEOs and their respective roles for Fiscal 2021: Mr. Watson (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary), Mr. Collins (Co-President, Gemma) and T. Colin Trebilcock (Co-President, Gemma). |

  127. Pay Ratio Disclosure

    | (2) NEOs and their respective roles for Fiscal 2022: Mr. Watson (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary), Mr. Collins (Chief Executive Officer, Gemma) and Mr. Trebilcock (President, Gemma). |

  128. Pay Ratio Disclosure

    | (3) NEOs and their respective roles for Fiscal 2023 and Fiscal 2024: Mr. Deily (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary) and Mr. Collins (Chief Executive Officer, Gemma). |

  129. Pay Ratio Disclosure

    | (4) NEOs and their respective roles for Fiscal 2025: Mr. Baugher (Senior Vice President, Chief Financial Officer and Treasurer, effective September 16, 2024), Mr. Deily (Senior Vice President, Chief Financial Officer, Treasurer and Corporate Secretary through September 15, 2024) and Mr. Collins (Chief Executive Officer, Gemma). |

  130. Pay Ratio Disclosure

    As described further in the “Executive Compensation Discussion and Analysis” section of this Proxy Statement, our executive compensation is assessed using a variety of quantitative and qualitative factors. The list below presents the financial performance measures that are included for the most important factors in the determination of NEO compensation.

  131. Pay Ratio Disclosure

    | ● | EBITDA |

  132. Pay Ratio Disclosure

    | ● | EBITDA, expressed as a percent of revenues |

  133. Pay Ratio Disclosure

    | ● | Selling, general and administrative expenses, expressed as a percent of revenues |

  134. Pay Ratio Disclosure

    | ● | Return on equity |

  135. Pay Ratio Disclosure

    | ● | Project backlog |

  136. Pay Ratio Disclosure

    We believe that EBITDA is a meaningful presentation that enables us to assess our operating performance by removing from our operating results the impacts of our capital structure, the effects of the accounting methods used to compute depreciation and amortization and the effects of operating in different income tax jurisdictions. Further, we believe that EBITDA is widely used by investors and analysts as a measure of performance. In general, EBITDA, expressed as a percent of revenues, reflects our ability to convert revenue dollars into earnings, which is primarily driven by maintaining strong gross margins. Likewise, SG&A, expressed as a percent of revenues, is a meaningful measure of the effectiveness of our cost containment efforts. The return on equity metric measures our profitability based on the amount of dollars invested. Our reported amount of project backlog at a point in time represents the success of our business development efforts, as it measures the total value of projects awarded to us that we consider to be firm less the amount of revenues recognized to date related to the corresponding projects. Net income increased from Fiscal 2021 to Fiscal 2025 by approximately 259%, and over the same period, EBITDA increased by 284% from $29.5 million for Fiscal 2021 to $113.5 million for Fiscal 2025. EBITDA as a percentage of revenues grew to 13.0% for Fiscal 2025 from 7.5% for Fiscal 2021, an increase of approximately 73%. As presented in the table above, our cumulative TSR over the five-year period ending in Fiscal 2025 was approximately 280%, with the majority of returns driven by our strong stock performance in Fiscal 2025. Our cumulative TSR outpaced that of our peer group, which was approximately 259% over the same five-year period. The CAP for our CEOs and other NEOs fluctuated over the same five-year time period based substantially on the timing of vesting associated with stock unit awards. In Fiscal 2025, however, CAP for our CEOs and NEOs aligned closely with our stock price and annual financial performance, as several performance-based stock awards vested in accordance with the achievement of applicable performance objectives of those stock-based awards.