DEF 14A of Arcosa, Inc., Apr 1, 2025

DEF 14A of Arcosa, Inc.

Filed Apr 1, 2025 · FY20240001739445-25-000058

Open on EDGAR

  1. Mark J. Elmore

    | | 53 - Outstanding Equity Awards at Year-End 55 - Stock Vested in 2024 56 - Nonqualified Deferred Compensation 56 - Deferred Compensation Discussion 56 - Potential Payments Upon Termination or Change in Control | | 59 | CEO Pay Ratio | | 60 | Pay Versus Performance | | 64 | Director Compensation | | 66 | Proposal 3 - Advisory Vote to Approve the Frequency of the Advisory Vote on Named Executive Officer Compensation | | 67 | Proposal 4 - Ratification of the Appointment of Ernst & Young LLP 68 - Report of the Audit Committee 69 - Fees of Independent Registered Public Accounting Firm for Fiscal Years 2024 and 2023 | | 70 | Security Ownership of Certain Beneficial Owners and Management | | 72 | Additional Information 72 - Shareholder Proposals for the 2026 Proxy Statement 72 - Director Nominations or Other Business for Presentation at the 2026 Annual Meeting 72 - Annual Report on Form 10-K | | 73 | Questions and Answers About the Meeting | | 77 | Other Business | | A-1 | ANNEX A - Reconciliation of Non-GAAP Financial Measures |

  2. OTHER NEOS

    | ■ PBRSU | ■ TBRSU | ■ AIP | ■ Base |

  3. Director Nominee Highlights

    Director Nominee Highlights

  4. Director Nominee Highlights

    | Director | Age | Tenure on Board* | Independence | Committees | | Joseph Alvarado | 72 | 7 | | Human Resources - Chair | | Rhys J. Best | 78 | 20 | | | | Antonio Carrillo | 58 | 11 | | | | Jeffrey A. Craig | 64 | 7 | | Audit - Chair | | Steven J. Demetriou | 66 | 2 | | Governance & Sustainability | | John W. Lindsay | 64 | 7 | | Audit Human Resources | | Kimberly S. Lubel | 60 | 4 | | Governance & Sustainability Human Resources | | Julie A. Piggott | 64 | 4 | | Audit Governance & Sustainability | | Melanie M. Trent | 60 | 7 | | Governance & Sustainability - Chair |

  5. Director Nominee Highlights

    * Includes years of service combined on both boards of Arcosa and Trinity Industries, Inc., the former parent company of Arcosa ("Former Parent" or "Trinity").

  6. Director Nominee Biographies

    Director Nominee Biographies

  7. Director Nominee Biographies

    | | | Joseph Alvarado Mr. Alvarado's significant management experience provides the Board with additional perspective on Arcosa's operations, including its construction products and steel fabrication businesses. Mr. Alvarado received a B. A. in Economics from the University of Notre Dame and an M.B.A. in Finance from Cornell University Johnson Graduate School of Management. Professional Experience: •Commercial Metals Company, global manufacturer, recycler, and marketer of steel and other metals –Chief Executive Officer (2011-2017) –President and Chief Operating Officer (2011) –Executive Vice President and Chief Operating Officer (2010-2011) •U.S. Steel Tubular Products of U.S. Steel Corp., President (2007-2009) •Lone Star Technologies, Inc., President and Chief Operating Officer (2004 to 2007) •Ispat North America Inc. (now Arcelor Mittal), Vice President (1998-2004) •Birmingham Steel Company, Executive Vice President (1997-1998) •Inland Bar Company –President (1995-1997) –Vice President and General Manager, Sales and Marketing (1988-1995) Current Public Company Boards: •PNC Financial Services Group, Inc. (2019-present) •Kennametal, Inc. (2018-present) •Trinseo plc (2017-present) Prior Public Company Boards: •Commercial Metals Company, Chair (2013-2018) •Spectra Energy Corp (2011-2017) Private Boards & Other Affiliations: •Board member of various industry trade associations and community organizations | | | Age: 72 Director Since: 2018 INDEPENDENT Board Committees: •Human Resources (Chair) | |

  8. Director Nominee Biographies

    | | 11 |

  9. Director Nominee Biographies

    | | | Rhys J. Best Mr. Best has extensive experience in managing and leading significant industrial enterprises. His executive experience and service on the boards of other significant companies provides the Board with additional perspective on Arcosa’s operations, including its construction products and engineered structures businesses, as well as its international operations and any future international opportunities. Mr. Best received a B.B.A. in Accounting from the University of North Texas and an M.B.A. in Banking and Finance from Southern Methodist University-Cox School of Business. Professional Experience: •Lone Star Technologies, Inc., producer of casing, tubing, line pipe and couplings for oil and gas, industrial, automotive, and power generation industries –Chief Executive Officer (2004-2007) –President, and Chief Executive Officer (1999-2004) Current Public Company Boards: •Texas Pacific Land Corporation (2022-present), Non-Executive Chair (2023-present) Prior Public Company Boards: •MRC Global, Inc. (2008-2022), Non-Executive Chair (2016-2022) •Commercial Metals Company (2010-2022) •Cabot Oil & Gas Corporation (2008-2021), Lead Director (2020-2021) •Trinity Industries, Inc. (2005-2018), Lead Director (2009-2011) •Crosstex Energy, L.P. (2004-2014), Non-Executive Chair (2009-2014) •Lone Star Technologies, Inc., Chair (1997-2007) Private Boards & Other Affiliations: •Austin Industries, Inc. (2007-2018), Non-Executive Chair (2013-2018) •National Association of Corporate Directors, 2014 Director of the Year •Advisory Board of SMU's Maguire Energy Institute | | | Age: 78 Director Since: 2018 Non-Executive Chair INDEPENDENT Board Committees: None | |

  10. Director Nominee Biographies

    | 12 | |

  11. Director Nominee Biographies

    | | | Antonio Carrillo Mr. Carrillo brings significant knowledge and understanding of Arcosa’s products, services, operations, and business environment. In addition, he has broad experience in managing and leading a significant industrial enterprise in Mexico, where Arcosa has a number of operations. Mr. Carrillo received a B.S. in Mechanical and Electrical Engineering from the Universidad Anáhuac in Mexico and an M.B.A. in Finance from the Wharton School of the University of Pennsylvania. Professional Experience: •Arcosa, Inc., President and Chief Executive Officer (2018-present) •Trinity Industries, Inc. –Senior Vice President and Group President of Construction, Energy, Marine, and Components (2018) –Senior Vice President and Group President of Energy Equipment Group and responsible for Mexico operations (1996-2012) •Orbia Advance Corporation (formerly Mexichem S.A.B. de C.V.), a specialty chemicals and construction materials company –Chief Executive Officer (2012-2018) Current Public Company Boards: •NRG Energy, Inc. (2019-present) Prior Public Company Boards: •Dr. Pepper Snapple Group, Inc. (2015-2018) •Trinity Industries, Inc. (2014-2018) Private Boards & Other Affiliations: •United Way of Metropolitan Dallas, Board of Directors, Chair •Dallas Citizens Council, Board of Directors •Wharton School of the University of Pennsylvania, Chairman of Executive Board for Latin America | | | Age: 58 Director Since: 2018 Board Committees: None | |

  12. Director Nominee Biographies

    | | 13 |

  13. Director Nominee Biographies

    | | | Jeffrey A. Craig Mr. Craig's significant management experience provides the Board with additional perspective on Arcosa’s operations, including its transportation products businesses. Mr. Craig received a B.S. in Accounting from Michigan State University and an M.B.A. from Duke University-The Fuqua School of Business. Professional Experience: •Meritor, Inc., a global supplier for commercial vehicle manufacturers –Chief Executive Officer and President (2015-2021) –President and Chief Operating Officer (2014-2015) –Senior Vice President and President of Commercial Truck & Industrial (2013-2014) –Senior Vice President and Chief Financial Officer (2009-2013) •General Motors Acceptance Corp. –President and CEO of Commercial Finance (2001-2006) –President and CEO of Business Credit Division (1999-2001) Current Public Company Boards: •Hyliion Holdings Corp., Non-Executive Chair (2022-present) •Baxter International Inc. (2024-present), Audit Committee Chair Prior Public Company Boards: •Meritor, Inc. (2015-2021), Executive Chair (2021) Private Boards & Other Affiliations: •Dean’s Advisory Board at Michigan State University’s Broad College of Business | | | Age: 64 Director Since: 2018 INDEPENDENT Financial Expert Board Committees: •Audit (Chair) | |

  14. Director Nominee Biographies

    | 14 | |

  15. Director Nominee Biographies

    | | | Steven J. Demetriou Mr. Demetriou's international business experience and over 35 years in senior management roles, combined with his extensive background, provide the Board with an additional perspective on Arcosa’s operations, including its engineered structures businesses, and driving sustainability initiatives. Mr. Demetriou received a B.S. in Chemical Engineering from Tufts University. Professional Experience: •Amentum Holdings, Inc., a global leader in advanced engineering and innovative technology solutions –Executive Chair (2024-present) •Jacobs Solutions, Inc. –Executive Chair (2023-2024) –Chief Executive Officer (2015-2023) •Aleris Corporation, Chief Executive Officer (2004-2015) •Noveon, Inc., Chief Executive Officer (2001-2004) •IMC Global Inc., Executive Vice President (1999-2001) •Cytec Industries, Inc. (1997-1999) •Exxon Mobil Corporation (1981-1997) Current Public Company Boards: •Amentum Holdings, Inc., Executive Chair (2024-present) •FirstEnergy Corporation (2017-present) Prior Public Company Boards: •Jacobs Solutions, Inc., Executive Chair (2016-2024) •C5 Acquisition Corporation (SPAC), Non-Executive Chair (2021-2023) •Kraton Performance Polymers (2009-2017) •Foster-Wheeler, Non-Executive Chair (2011-2014) •OM Group (2005-2015) •Aleris Corporation, Executive Chair (2004-2015) Private Boards & Other Affiliations: •Cuyahoga Community College Foundation, Board Member | | | Age: 66 Director Since: 2023 INDEPENDENT Board Committees: •Governance & Sustainability | | | Additional Information: The G&S Committee considered Mr. Demetriou’s current commitment as Executive Chair of Amentum Holdings, Inc. ("Amentum") when examining his ability to dedicate sufficient time to fulfill his duties as a member of the Board, with the following relevant to the decision to nominate him for election: –Mr. Demetriou has transitioned from his prior role at Jacobs Solutions, Inc. ("Jacobs") into his current role at Amentum with the spin-off and merger of Jacobs' Critical Mission Solutions and Cyber and Intelligence business with Amentum. Notwithstanding this transition, Mr. Demetriou remained engaged as a valuable member of the Board throughout 2024. We do not expect his commitment to Amentum to be any more demanding going forward than his prior commitment to Jacobs. –Mr. Demetriou has assured the Board that he is fully committed to continuing to dedicate the appropriate amount of time to fulfill his duties on the Board and the G&S Committee. The Board believes it is in the best interest of the shareholders that Mr. Demetriou continue to serve as a director and a member of the G&S Committee. | | |

  16. Director Nominee Biographies

    | | 15 |

  17. Director Nominee Biographies

    | | | John W. Lindsay Mr. Lindsay's significant management experience provides the Board with additional perspective on Arcosa's operations, including its engineered structures businesses. Mr. Lindsay received a B.S. in Petroleum Engineering from the University of Tulsa. Professional Experience: •Helmerich & Payne, Inc., a provider of drilling services and technologies (1987-present) –President and Chief Executive Officer (2014-present) –President and Chief Operating Officer (2012-2014) –Executive Vice President and Chief Operating Officer (2010-2012) –Executive Vice President, U.S. and International Operations (2006-2010) –Vice President, U.S. Land Operations, Helmerich & Payne International Drilling Co. (1997-2006) Current Public Company Boards: •Helmerich & Payne, Inc. (2012-present) Private Boards & Other Affiliations: •Advisory Board of University of Tulsa Petroleum Engineering •Girl Scouts of Eastern Oklahoma, Board Member •Tulsa Regional Chamber, Board Member •The Nature Conservancy Oklahoma Chapter, Board Member | | | Age: 64 Director Since: 2018 INDEPENDENT Financial Expert Board Committees: •Audit •Human Resources | |

  18. Director Nominee Biographies

    | 16 | |

  19. Director Nominee Biographies

    | | | Kimberly S. Lubel Ms. Lubel’s strong legal background, strategic leadership skills, and experience as a public company CEO and independent board member provide the Board with additional perspective on Arcosa’s operations. Ms. Lubel received a B.A. in Spanish and International Studies from Miami University (Ohio), an M.A. in International Relations from Baylor University, and a Juris Doctorate from the University of Texas School of Law. She is also a graduate of the Executive Program at Stanford University. Professional Experience: •CST Brands, Inc., a publicly traded fuel and convenience retailer –President and Chief Executive Officer (2013-2017) •Valero Energy Corporation –Executive Vice President and General Counsel (2006-2013) –Vice President of Legal Services (2003-2006) Current Public Company Boards: •Westlake Corporation (formerly Westlake Chemical) (2020-present) •PBF Energy Inc. (2017-present) Prior Public Company Boards: •WPX Energy, Inc. (2013-2020) •CST Brands, Inc., Chair (2013-2017) •CrossAmerica GP, LLC (2014-2017) Private Boards & Other Affiliations: •Southwest Research Institute, Vice Chair •Inspire Trust Company, Director •The ExCo Group, Executive Coach & Mentor | | | Age: 60 Director Since: 2021 INDEPENDENT Board Committees: •Governance & Sustainability •Human Resources | |

  20. Director Nominee Biographies

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  21. Director Nominee Biographies

    | | | Julie A. Piggott Ms. Piggott’s strategic leadership skills, financial expertise, and background in the supply chain industry provide the Board with invaluable knowledge regarding the financial and other aspects of business operations, including Arcosa's transportation products businesses. Ms. Piggott received a B.S. in Accounting from Minnesota State University Moorhead, an M.B.A. from Southern Methodist University-Cox School of Business, and is a graduate of the Advanced Management Program at Harvard Business School. She has an inactive CPA license from the state of Minnesota. Professional Experience: •BNSF Railway Company, leading freight transportation company in North America –Executive Vice President and Chief Financial Officer (2014-2021) –Vice President, Planning & Studies and Controller (2009-2014) –Vice President, Finance and Treasurer (2008-2009) –Vice President, Finance (2006-2008) •Prior to her career at BNSF, Ms. Piggott’s experience includes finance, accounting and tax roles at a private investment management company and Ernst & Young LLP (formerly Ernst & Whinney) Current Public Company Boards: •Olin Corporation (2023-present) Private Boards & Other Affiliations: •Lena Pope, a non-profit charity, Board Member •Advisory Board of College of Business, Analytics & Communications at Minnesota State University Moorhead | | | Age: 64 Director Since: 2021 INDEPENDENT Financial Expert Board Committees: •Audit •Governance & Sustainability | |

  22. Director Nominee Biographies

    | 18 | |

  23. Director Nominee Biographies

    | | | Melanie M. Trent Ms. Trent’s strong legal and executive management experience, diverse background, and knowledge of the oil and gas industry provide the Board with additional perspective on Arcosa’s operations. Ms. Trent received a B.A. in Italian from Middlebury College and a Juris Doctorate from Georgetown University. Professional Experience: •Rowan Companies plc (now Valaris plc), a global offshore contract drilling company –Executive Vice President, General Counsel, and Chief Administrative Officer (2014-2017) –Senior Vice President, Chief Administrative Officer, and Corporate Secretary (2011-2014) –Vice President and Corporate Secretary (2010-2011) –Compliance Officer and Corporate Secretary (2005-2010) •Reliant Energy Incorporated, VP, Investor Relations (1998-2003) Current Public Company Boards: •Diamondback Energy, Inc., Lead Independent Director (2018-present) •Hyliion Holdings Corp. (2023-present) Prior Public Company Boards: •Noble Corporation (2021-2022) •Frank’s International N.V. (now Expro Holding N.V.) (2019-2021) Private Boards & Other Affiliations: •Houston Endowment Inc., Chair | | | Age: 60 Director Since: 2018 INDEPENDENT Board Committees: •Governance & Sustainability (Chair) | |

  24. Director Nominee Biographies

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  25. Board Leadership Structure

    Board Leadership Structure

  26. Board Leadership Structure

    | Chairman of the Board | | | | | | •Presides over all meetings of the Board, non-management executive sessions, and shareholder meetings. •Reviews and approves meeting agendas, meeting schedules, and other information, as appropriate. | •Acts as a liaison between the outside directors and management. •Consults on shareholder engagement and governance matters. | •Has the right to call special board or shareholder meetings. •Performs such other duties as the Board requires from time to time. |

  27. Board Leadership Structure

    Mr. Best is our independent, non-executive Chairman of the Board. Having a separate non-executive Chairman allows our CEO to focus on operating and managing Arcosa and leverages our Chairman’s experience in guidance and oversight. While the Board believes that this structure is currently in the best interests of Arcosa and its shareholders, the Board does not have a policy with respect to separating the Chairman of the Board and the CEO roles and could adjust the structure in the future as it deems appropriate.

  28. The Role of the Compensation Consultant

    The Role of the Compensation Consultant For 2024, the HR Committee retained Pay Governance LLC (the "Compensation Consultant") to provide a variety of executive compensation consultant services as an independent compensation consultant. The services provided by the Compensation Consultant in 2024 included: (i) reviewing and assisting in the design of our executive compensation programs, (ii) providing insight into executive compensation practices used by other companies, (iii) benchmarking our executive compensation pay levels with relevant peer survey data, (iv) providing proxy disclosure information for comparator companies, and (v) providing input to the HR Committee on the risk assessment, structure, and overall competitiveness of our executive compensation programs. The Compensation Consultant’s ownership structure, limited service lines, and policies and procedures are designed to ensure that such Compensation Consultant’s work for the HR Committee does not raise any conflicts of interest. The amount of fees paid in 2024 to the Compensation Consultant by Arcosa represented less than one percent (1%) of such Compensation Consultant’s total annual revenues for 2024. The internal policies of the Compensation Consultant prohibit its members, partners, consultants, and employees from engaging in conduct that could give rise to conflicts of interest and from acquiring securities in their client organizations. The employees of the Compensation Consultant providing consulting services to the HR Committee have no other business or personal relationship with any member of the HR Committee or any executive officer of Arcosa. After a review of these factors and the considerations outlined in applicable SEC and NYSE rules, the HR Committee has concluded that the work of the Compensation Consultant has not raised any conflicts of interest and that the Compensation Consultant is independent from Arcosa and from management.

  29. 2024 COMPENSATION PROGRAM PHILOSOPHY

    | | Motivate achievement of annual performance goals across the entire organization in support of our strategic priorities. | | Attract, retain, and motivate employees by providing market-competitive total compensation opportunities. | | | Emphasize a pay-for-performance culture by creating a strong link between pay and performance by placing a majority of compensation at risk based on achievement of pre-defined short-term goals and long-term performance goals. | | Align employee and investor interests by establishing market-relevant metrics that drive shareholder value creation. |

  30. ANNUAL INCENTIVE PROGRAM

    ANNUAL INCENTIVE PROGRAM Payouts to the NEOs and other key executives under our 2024 AIP reinforced our strong pay-for-performance philosophy. In designing the 2024 AIP, the HR Committee approved performance metrics that were in furtherance of our strategic goals and in line with our initial 2024 earnings guidance. The HR Committee linked a significant portion of each of the NEO’s AIP awards to the performance of the business at the enterprise level or the group level of businesses, as applicable. In 2024, the HR Committee approved four AIP plans for the NEOs -- the Corporate Plan and three Group President Plans, with each Group President Plan comprised of the businesses reporting to the particular Group President.

  31. ANNUAL INCENTIVE PROGRAM

    | CORPORATE PLAN (Antonio Carrillo, Gail Peck, and Bryan Stevenson) Enterprise | GROUP PRESIDENT PLAN A (Reid Essl) Natural Aggregates Recycled Aggregates Specialty Materials | | GROUP PRESIDENT PLAN B (Kerry Cole) Utility and Related Structures Marine Products | GROUP PRESIDENT PLAN C (Jesse Collins) Steel Components* Wind Towers Shoring Products | | * On August 16, 2024, Arcosa divested the Steel Components business. | |

  32. ANNUAL INCENTIVE PROGRAM

    The HR Committee approved the design of the 2024 AIP plans to include measures of both Adjusted EBITDA and Adjusted EBITDA Margin, as well as inclusion of the execution of strategic initiatives as a component under the plans. The modification of the performance measures under the Corporate Plan from the AIP for 2023 (which removed a measure of the non-production costs to our revenue and replaced such measure with the Adjusted EBITDA Margin measure) and the re-weighting of the measures under both the Corporate Plan and the Group President Plans were made so the Corporate Plan would mirror the Group President Plans to further focus management's attention on profitability and margin expansion.

  33. ANNUAL INCENTIVE PROGRAM

    | Corporate Plan (CEO, CFO, CLO) | | Group President Plans (3 Group Presidents) | | | Performance Metric | Weighting | Performance Metric | Weighting | | Enterprise Adjusted EBITDA | 50% | Group Adjusted EBITDA | 50% | | Enterprise Adjusted EBITDA Margin | 30% | Group Adjusted EBITDA Margin | 30% | | Execution of Strategic Initiatives | 20% | Execution of Strategic Initiatives | 20% |

  34. ANNUAL INCENTIVE PROGRAM

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  35. ANNUAL INCENTIVE PROGRAM

    | Executive Compensation | Table of Contents |

  36. LONG-TERM INCENTIVE PROGRAM

    LONG-TERM INCENTIVE PROGRAM The performance-based restricted stock units ("PBRSUs") for our NEOs remain weighted as follows:

  37. LONG-TERM INCENTIVE PROGRAM

    | ■ Average Pre-Tax Return on Capital | ■ rTSR | ■ Cumulative Adjusted Earnings per Share |

  38. LONG-TERM INCENTIVE PROGRAM

    We continued to align management's interest with those of our shareholders by linking the payout of the performance-based portion of our long-term compensation ("LTI") program to our financial performance and our rTSR.

  39. Our Compensation Policies and Practices

    | | Require Double Trigger for Receipt of Severance Payments. Our NEOs participate in the 2022 Arcosa, Inc. Change in Control Severance Plan (the "2022 CIC Plan"), which contains a "double trigger" provision that requires both a change in control of Arcosa and a qualifying termination of the participating executive in order for such executive to receive severance payments and accelerated vesting of equity awards, except for those certain awards granted prior to December 6, 2018 by our Former Parent. We believe that the 2022 CIC Plan provides a mechanism for retaining our NEOs' services and eliminating the distractions inherent in change in control events. See "Other Compensation Plans" and "Potential Payments Upon Termination or Change in Control." | | | Maintain a Clawback Policy. The Board has adopted a clawback policy compliant with New York Stock Exchange listing requirements that requires the HR Committee to recover excess compensation received by our Section 16 Officers pursuant to short-term or long-term incentive compensation plans if, subsequent to any compensation being received, there has been an accounting restatement with respect to Arcosa's financial statements. | | | Retain an Independent Compensation Consultant. The HR Committee directly retains an independent compensation consultant each year to provide guidance on executive compensation-related matters, to perform an annual total compensation study including compensation benchmarking information from peer group companies, and to advise on matters relating to executive and director compensation. | | | Prohibit Hedging and Pledging Our Shares. Our Insider Trading Policy prohibits executive officers, employees, and directors from pledging our securities or engaging in hedging or short-term trading of our securities, including, without limitation, short sales or transactions in puts, calls, or other derivative transactions. See "Corporate Governance—Employee, Officer, and Director Pledging and Hedging Policy." | | | Prohibit Insider Trading. Our Insider Trading Policy prohibits officers, directors, employees and certain other related persons identified in the Insider Trading Policy from engaging in transactions in Arcosa securities, passing on material nonpublic information relating to Arcosa to others, suggesting the purchase or sale of Arcosa securities or assisting anyone engaged in such activities. See “Corporate Governance— Insider Trading Policy.” |

  40. Our Compensation Policies and Practices

    | What We Don't Do: | | | X | Dividends on Unvested Restricted Stock Units. During the vesting period, recipients do not receive dividend payments on time-based or performance-based restricted stock units issued by Arcosa. Unvested PBRSUs also do not accrue dividend equivalents. Unvested awards of time-based restricted stock units ("TBRSUs") accrue dividend equivalents, which are paid in cash only if and when such awards vest. | | X | Excise Tax Gross-Ups for Participants in the 2022 CIC Plan. The 2022 CIC Plan provides that no excise or other tax gross-ups will be paid under the plan, and that severance benefits will be available only upon voluntary termination of employment for "good reason" by a participating officer or for termination without "cause" by Arcosa within six months prior to and in connection with a "change in control" or within two years following a "change in control." See "Other Compensation Plans" and "Potential Payments Upon Termination or Change in Control." | | X | Employment Contracts. None of the NEOs or senior officers have employment contracts. |

  41. Compensation Approach and Benchmarking

    Compensation Approach and Benchmarking

  42. COMPENSATION APPROACH

    COMPENSATION APPROACH The HR Committee, in consultation with management and its Compensation Consultant, oversees our executive compensation philosophy and reviews and approves compensation for our NEOs and other key executives, with the exception of the CEO. The independent directors of the Board approve the CEO’s compensation following a review and recommendation by the HR Committee. The HR Committee retains the Compensation Consultant, who provides guidance on executive compensation-related matters and who performs an annual total compensation study. The Compensation Consultant provides compensation benchmarking information (the "Peer Survey Data") for our NEOs and other key executives from peer group companies (the "Peer Group"). After evaluating the Peer Survey Data, our CEO discusses with the HR Committee his evaluation of each NEO and other key executives, excluding himself. The Compensation Consultant’s analyses, along with the CEO’s compensation recommendations for each NEO and other key executives, are presented to the HR Committee for consideration and approval in determining NEO and other key executive compensation. The HR Committee, following a review and in consultation with the Compensation Consultant, recommends the CEO’s compensation to the independent directors of the Board for their approval. The HR Committee generally targets the total target compensation of the NEOs and other key executives within a competitive range around the median of the Peer Survey Data. The HR Committee considers the targeted range and develops a total target compensation amount for each NEO and other key executives using the objectives described above and the Peer Survey Data as general guidelines. The HR Committee considers additional internal and external factors when making individual compensation decisions, including overall experience and scope of role, individual performance, internal reporting structure, internal equity, and our overall pay objectives. This approach supports our philosophy of driving performance and accountability.

  43. BENCHMARKING AND PEER SURVEY DATA FOR 2024 COMPENSATION

    BENCHMARKING AND PEER SURVEY DATA FOR 2024 COMPENSATION We engaged the Compensation Consultant to assist in designing our executive compensation program, including review of our compensation benchmarking Peer Group. In September 2023, the HR Committee, with the advice of the Compensation Consultant, reviewed and approved our Peer Group for use in benchmarking 2024 compensation. The Compensation Consultant used regression analysis to provide size-adjusted market data for a company of our revenue size to the HR Committee. The Peer Group was developed based on the following attributes:

  44. BENCHMARKING AND PEER SURVEY DATA FOR 2024 COMPENSATION

    | Industry | Companies that operate in a similar industry | | • | | | Growth Profile | Similar revenue size (target 0.5 to 4.0 times the size of Arcosa) | | • | | | Executive Positions | Similar positions in breadth, complexity, and scope of responsibility | | • | | | Talent | Competition for executive talent |

  45. BENCHMARKING AND PEER SURVEY DATA FOR 2024 COMPENSATION

    | 38 | |

  46. BENCHMARKING AND PEER SURVEY DATA FOR 2024 COMPENSATION

    | Table of Contents | Executive Compensation |

  47. BENCHMARKING AND PEER SURVEY DATA FOR 2024 COMPENSATION

    Based on these attributes, the HR Committee approved the following companies as our Peer Group for use in benchmarking 2024 compensation:

  48. BENCHMARKING AND PEER SURVEY DATA FOR 2024 COMPENSATION

    | Arcosa Peer Companies | | | | | | AZZ Inc. | ESAB Corporation | Martin Marietta Materials, Inc. | | | Barnes Group, Inc. | Flowserve Corporation | Nordson Corporation | | | Carpenter Technology Corporation | Gibraltar Industries, Inc. | Summit Materials, Inc. | | | Chart Industries, Inc. | Graco Inc. | The Greenbrier Companies, Inc. | | | Commercial Metals Company | Granite Construction Incorporated | Valmont Industries, Inc. | | | Dycom Industries, Inc. | ITT Inc. | Vulcan Materials Company | | | Eagle Materials, Inc. | Kirby Corporation | Watts Water Technologies, Inc. | | | EnPro Industries, Inc. | | |

  49. BENCHMARKING AND PEER SURVEY DATA FOR 2024 COMPENSATION

    The Peer Survey Data includes data from each company named in the Peer Group for base salary, target annual and long-term incentive compensation, and total target compensation obtained from the Radford Global Compensation Survey, as well as public filings. In December 2023, the HR Committee reviewed benchmarking analyses for each NEO and other key executives based on the Peer Survey Data in developing 2024 total compensation consisting of base salaries, annual incentive compensation, and long-term incentive compensation. As a point of reference, when available for the NEOs, the Compensation Consultant also provided the HR Committee with the most recently available proxy disclosure data for the 2024 Peer Group.

  50. BENCHMARKING AND PEER SURVEY DATA FOR 2024 COMPENSATION

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  51. BENCHMARKING AND PEER SURVEY DATA FOR 2024 COMPENSATION

    | Executive Compensation | Table of Contents |

  52. Components of Compensation and Target Compensation Mix

    | Equity Compensation | | | | Cash Compensation | | | | | At Risk | | | | | | Fixed | | | Long-Term Incentive Compensation | | | | Annual Incentive Compensation | | Base Salary | | | PURPOSE | | | | | | | | | Long-term at risk pay designed to balance short-term at risk pay, enhance alignment between executives and shareholders, support our strategic priorities and long-term shareholder value creation. | | | | Short-term at risk pay designed to motivate achievement of annual performance goals across the entire organization and within business units in support of our strategic priorities. | | Attract, retain, and motivate key executives by providing market-competitive fixed compensation. | | | % OF TARGET COMPENSATION MIX (rounded)* | | | | | | | | | PBRSUs | | TBRSUs | | | | | | | CEO | Other NEOs | CEO | Other NEOs | CEO | Other NEOs | CEO | Other NEOs | | DESIGN | | | | | | | | | 60% of LTI award linked to achievement of Pre-Tax Return on Capital, Adjusted Cumulative Earnings per Share, and rTSR. Payouts in Arcosa Common Stock are made at end of a three-year performance period and can range from 0%-200% of target. No payouts if performance is below threshold. | | 40% of LTI award that vests three years ratable, 1/3 each, March 2025, 2026, and 2027. | | Market competitive targets and goals established for executives: •Specific financial metrics for Corporate and Group President Plans •Accountability for Execution of Strategic Initiatives No payouts when performance falls below financial thresholds and there has been a failure to execute strategic initiatives. | | Reviewed at least annually to consider changes in responsibility, experience, individual performance, and market competitiveness. | | | *Reflects an approximation of the 2024 annual target total compensation mix. | | | | | | | |

  53. 2024 Annual Target Total Compensation Opportunities

    | Named Executive Officer | Annual Base Salary Rate ($) | Annual Incentive Plan Target Award ($) | Long-Term Incentive Plan Target Award ($) | Total ($) | | Antonio Carrillo | 1,000,000 | 1,100,000 | 4,300,000 | 6,400,000 | | Gail M. Peck | 546,000 | 382,200 | 873,600 | 1,801,800 | | Kerry S. Cole | 501,800 | 351,260 | 652,340 | 1,505,400 | | Jesse E. Collins, Jr. | 450,500 | 315,350 | 585,650 | 1,351,500 | | Reid S. Essl | 535,600 | 374,920 | 749,840 | 1,660,360 | | Bryan P. Stevenson | 483,600 | 338,520 | 580,320 | 1,402,440 |

  54. ANNUAL INCENTIVE COMPENSATION

    ANNUAL INCENTIVE COMPENSATION The HR Committee approves performance metrics, performance goals, and other elements of annual incentive compensation with the objective of placing management’s focus on appropriate operational and financial objectives consistent with our annual operating plan. The HR Committee believes that there should be clear accountability for the performance of one’s business group. As a result, under our AIP, the group president NEOs are compensated primarily upon the results of their respective group of businesses, whereas the corporate NEOs are compensated primarily upon the results of the enterprise. Under our AIP, the HR Committee may choose to, among other things, (i) modify or discontinue annual incentive compensation at any time and (ii) increase or decrease an NEO’s annual incentive compensation on a discretionary basis. The HR Committee may remove any unusual or infrequently occurring or non-recurring items of income or expense from the calculation of financial goal attainment and incentive compensation and will recoup excess compensation erroneously awarded consistent with our clawback policy if Arcosa restates its financial statements. The HR Committee approved the following financial metrics and performance targets for the AIP for each of the NEOs to incentivize performance:

  55. ANNUAL INCENTIVE COMPENSATION

    | Corporate Plan (CEO, CFO, CLO) | | Group President Plans (3 Group Presidents) | | | Performance Metric | Weighting | Performance Metric | Weighting | | Enterprise Adjusted EBITDA | 50% | Group Adjusted EBITDA | 50% | | Enterprise Adjusted EBITDA Margin | 30% | Group Adjusted EBITDA Margin | 30% | | Execution of Strategic Initiatives | 20% | Execution of Strategic Initiatives | 20% |

  56. ANNUAL INCENTIVE COMPENSATION

    2024 payouts are calculated from the actual performance of Arcosa, at the enterprise level and at the group level, with respect to measurement of the Adjusted EBITDA and Adjusted EBITDA Margin. To evaluate management's performance against the established goals making up the Execution of Strategic Initiatives metric, the HR Committee considered the following non-exhaustive list of parameters:

  57. ANNUAL INCENTIVE COMPENSATION

    | Growth | •Advancement on large organic capital projects underway in construction materials, utility structures, and wind towers •Execution against M&A pipeline •Continued preparations for planned up-cycle in wind tower and barge businesses | | Working Capital | •Minimizing working capital as a use of cash in 2024 as we continued to manage high steel prices and a ramp up in our more cyclical businesses | | Sustainability | •Progress on ARC-100 Safety Program •GHG emissions intensity reduction efforts •Social engagement, including community and corporate culture-focused efforts •Shareholder outreach and engagement |

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  60. ANNUAL INCENTIVE COMPENSATION

    The HR Committee approved the following 2024 target AIP opportunities, as compared to the target opportunities under the AIP for 2023, for each NEO based on such officer’s position and experience:

  61. ANNUAL INCENTIVE COMPENSATION

    | | 2023 | | 2024 | | | Named Executive Officer | Target Annual Incentive Opportunity ($) | % of Annual Base Salary Rate | Target Annual Incentive Opportunity ($) | % of Annual Base Salary Rate | | Antonio Carrillo | 1,078,550 | 110% | 1,100,000 | 110% | | Gail M. Peck | 367,500 | 70% | 382,200 | 70% | | Kerry S. Cole | 337,750 | 70% | 351,260 | 70% | | Jesse E. Collins, Jr. | 297,500 | 70% | 315,350 | 70% | | Reid S. Essl | 360,500 | 70% | 374,920 | 70% | | Bryan P. Stevenson | 325,500 | 70% | 338,520 | 70% |

  62. ANNUAL INCENTIVE COMPENSATION

    The following table reflects the financial metrics evaluated at an enterprise level approved by the HR Committee for Messrs. Carrillo and Stevenson and Ms. Peck as well as the actual results for 2024. The HR Committee adjusted the target levels for the Enterprise Adjusted EBITDA and the Enterprise Adjusted EBITDA Margin metrics to account for the increased EBITDA impact of the acquisition of Ameron and then the reduced EBITDA impact of the divestiture of the Steel Components business. Additionally, the HR Committee excluded from the calculation of the Enterprise Adjusted EBITDA and the Enterprise Adjusted EBITDA Margin metrics the impact of the Stavola transaction and the sale of the 2024 wind tower tax credits. Both of these transactions closed in the fourth quarter and would have provided disproportionate impacts, not previously contemplated when setting the original targets.

  63. ANNUAL INCENTIVE COMPENSATION

    | Corporate AIP | Metric Weight | Threshold (20%) | Target (100%) | Maximum (200%) | 2024 Actual | 2024 Payout % | Weighted Payout | | Enterprise Adjusted EBITDA ($M) | 50% | $339.0 | $398.8 | $438.7 | $422.6 | 160% | 80% | | Enterprise Adjusted EBITDA Margin | 30% | 14.4% | 15.6% | 17.6% | 17.0% | 168% | 50% | | Execution of Strategic Initiatives(1) | 20% | 20% | 100% | 200% | 150% | 150% | 30% | | Total | | | | | | | 160% |

  64. ANNUAL INCENTIVE COMPENSATION

    (1) Execution of Strategic Initiatives is evaluated at the discretion of the HR Committee. The following table reflects the financial metrics evaluated on the performance of the Natural Aggregates, Recycled Aggregates, and Specialty Materials businesses approved by the HR Committee for Mr. Essl as well as the actual results for 2024. The HR Committee excluded from the calculation of the Group Adjusted EBITDA and the Group Adjusted EBITDA Margin metrics the impact of the Stavola transaction. This transaction closed in the fourth quarter and would have provided a disproportionate impact, not previously contemplated when setting the original targets.

  65. ANNUAL INCENTIVE COMPENSATION

    | Group President Plan A (Reid Essl) | Metric Weight | Threshold (20%) | Target (100%) | Maximum (200%) | 2024 Actual | 2024 Payout % | Weighted Payout | | Group Adjusted EBITDA ($M) | 50% | $180.0 | $211.8 | $233.0 | $224.0 | 158% | 79% | | Group Adjusted EBITDA Margin | 30% | 21.0% | 22.5% | 25.5% | 24.9% | 180% | 54% | | Execution of Strategic Initiatives(1) | 20% | 20% | 100% | 200% | 150% | 150% | 30% | | Total | | | | | | | 163% |

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  68. ANNUAL INCENTIVE COMPENSATION

    The following table reflects the financial metrics evaluated on the performance of the Utility and related structures, and Marine Products businesses approved by the HR Committee for Mr. Cole as well as the actual results for 2024. The HR Committee increased the target levels for the Group Adjusted EBITDA and Group Adjusted EBITDA Margin metrics to account for the increased EBITDA impact of the acquisition of Ameron.

  69. ANNUAL INCENTIVE COMPENSATION

    | Group President Plan B (Kerry Cole) | Metric Weight | Threshold (20%) | Target (100%) | Maximum (200%) | 2024 Actual | 2024 Payout % | Weighted Payout | | Group Adjusted EBITDA ($M) | 50% | $132.3 | $155.7 | $171.3 | $157.6 | 112% | 56% | | Group Adjusted EBITDA Margin | 30% | 12.8% | 13.8% | 15.5% | 14.4% | 133% | 40% | | Execution of Strategic Initiatives(1) | 20% | 20% | 100% | 200% | 150% | 150% | 30% | | Total | | | | | | | 126% |

  70. ANNUAL INCENTIVE COMPENSATION

    (1) Execution of Strategic Initiatives is evaluated at the discretion of the HR Committee. The following table reflects the financial metrics evaluated on the performance of the Steel Components, Wind Towers, and Shoring Products businesses approved by the HR Committee for Mr. Collins as well as the actual results for 2024. The HR Committee reduced the target levels for the Group Adjusted EBITDA and Group Adjusted EBITDA Margin metrics to account for the reduced EBITDA impact of the divestiture of the Steel Components business. The HR Committee excluded from the calculation of the Group Adjusted EBITDA and the Group Adjusted EBITDA Margin metrics the sale of the 2024 wind tower tax credits. This transaction closed in the fourth quarter and would have provided a disproportionate impact, not previously contemplated when setting the original targets.

  71. ANNUAL INCENTIVE COMPENSATION

    | Group President Plan C (Jesse Collins) | Metric Weight | Threshold (20%) | Target (100%) | Maximum (200%) | 2024 Actual | 2024 Payout % | Weighted Payout | | Group Adjusted EBITDA ($M) | 50% | $75.8 | $89.2 | $98.1 | $98.9 | 200% | 100% | | Group Adjusted EBITDA Margin | 30% | 16.3% | 17.3% | 20.3% | 20.0% | 190% | 57% | | Execution of Strategic Initiatives(1) | 20% | 20% | 100% | 200% | 150% | 150% | 30% | | Total | | | | | | | 187% |

  72. ANNUAL INCENTIVE COMPENSATION

    (1) Execution of Strategic Initiatives is evaluated at the discretion of the HR Committee. For the Adjusted EBITDA and Adjusted EBITDA Margin components, performance at the target level resulted in 100% payout of the target award at the respective metric weighted percentage, performance below the minimum threshold level resulted in no payout, and performance above the maximum level was capped at a maximum total payout of 200% of the target award at the respective metric weighted percentage. The amount of incentive compensation earned with respect to these components was linearly interpolated for performance falling between the specified performance levels. With respect to the Execution of Strategic Initiatives component (with parameters discussed above), performance was evaluated holistically against these parameters at the enterprise level at the discretion of the HR Committee. When combining each of the components of the AIP, actual payouts for 2024 could range from 0%-200% of the target. In February 2025, the HR Committee evaluated the Company's performance and certified 2024 actual results in accordance with the predefined performance metrics and targets and the holistic evaluation of parameters for the Execution of Strategic Initiatives component under the AIP. Please see the "2024 Performance Highlights" section above for highlights of management's performance against these parameters considered in the payout of the 2024 AIP.

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  75. ANNUAL INCENTIVE COMPENSATION

    Based on our actual performance and the review of the Execution of Strategic Initiatives, the HR Committee approved the following 2024 award payouts for the NEOs:

  76. ANNUAL INCENTIVE COMPENSATION

    | Named Executive Officer | 2024 Annual Incentive Compensation Total Payout | | | | % | ($) | | Antonio Carrillo | 160% | 1,760,000 | | Gail M. Peck | 160% | 611,520 | | Kerry S. Cole | 126% | 442,588 | | Jesse E. Collins, Jr. | 187% | 589,705 | | Reid S. Essl | 163% | 611,120 | | Bryan P. Stevenson | 160% | 541,632 |

  77. 2024 LONG-TERM INCENTIVE COMPENSATION

    2024 LONG-TERM INCENTIVE COMPENSATION LTI compensation opportunities are a key part of the total target compensation for our NEOs. The LTI program objectives are to:

  78. 2024 LONG-TERM INCENTIVE COMPENSATION

    | | Support a strong performance-based culture. | | Align executives’ interests with those of shareholders. | | | Attract and retain key leaders and other participants through the use of equity programs. | | Maintain a well-defined line of sight between performance and award. |

  79. 2024 LONG-TERM INCENTIVE COMPENSATION

    The NEOs' 2024 LTI awards consist of 60% PBRSUs for the performance period January 1, 2024 through December 31, 2026 and 40% TBRSUs. The 2024 LTI award opportunity details are as follows: Performance-Based Restricted Stock Units. 60% of each NEO’s target 2024 LTI award opportunity is made in the form of PBRSUs, which will not vest unless the performance metric is met. The awarding of PBRSUs is designed to (i) increase the visibility of the long-term incentive performance goals for the program’s participants, (ii) align their efforts toward achieving these goals, and (iii) reinforce pay-for-performance philosophy through settlement of awards following the end of the relevant performance period. These units are non-voting and do not receive dividends or dividend equivalents during the performance period. The HR Committee approves performance targets and payout ranges at the beginning of the three-year performance period. Our actual performance during the performance period determines the number of PBRSUs that will be ultimately earned following the end of the performance period. After the HR Committee certifies the actual results of the performance period, the earned PBRSUs are settled in shares of Common Stock upon the established vesting date. The HR Committee approved the following company-wide performance metrics and weighting for the PBRSUs to incentivize long-term growth of shareholder value:

  80. 2024 LONG-TERM INCENTIVE COMPENSATION

    | | Weighting of Total Performance-Based Equity Award | | Average Pre-Tax Return on Capital | 40% | | Cumulative Adjusted Earnings per Share | 40% | | Relative Total Shareholder Return | 20% |

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  83. 2024 LONG-TERM INCENTIVE COMPENSATION

    The awards will settle in March 2027 following determination of results of the 2024-2026 performance period. Each NEO may receive from 0% to 200% of the target PBRSUs based on actual performance against the target levels set by the HR Committee. The NEOs will earn 0% of the target value if the threshold performance level is not achieved. For performance falling between the specified levels, the amount of PBRSUs earned will be interpolated accordingly between the specified performance levels. Time-Based Restricted Stock Units. 40% of the target 2024 LTI award opportunity was made in the form of TBRSUs to promote long-term executive retention and alignment with shareholders. The TBRSUs vest 33⅓% on each of March 15, 2025, 2026, and 2027 if the NEO remains continuously employed by Arcosa through such date. All TBRSUs are non-voting and provide for dividend equivalent units payable in cash, which will vest on the same schedule as the corresponding TBRSUs. The 2024 target LTI award opportunity for each NEO was set as a specified target dollar value as set forth below. The number of TBRSUs and PBRSUs awarded to the NEOs in March 2024 was calculated by dividing the target value for each NEO by our closing stock price on the grant date of March 7, 2024, which was $85.71 per share.

  84. 2024 LONG-TERM INCENTIVE COMPENSATION

    | Named Executive Officer | Target Value of Time-Based Restricted Stock Units ($) | Target Value of Performance-Based Restricted Stock Units ($) | Total Target Value of LTI Award ($) | | Antonio Carrillo | 1,720,000 | 2,580,000 | 4,300,000 | | Gail M. Peck | 349,440 | 524,160 | 873,600 | | Kerry S. Cole | 260,936 | 391,404 | 652,340 | | Jesse E. Collins, Jr. | 234,260 | 351,390 | 585,650 | | Reid S. Essl | 299,936 | 449,904 | 749,840 | | Bryan P. Stevenson | 232,128 | 348,192 | 580,320 |

  85. 2022-2024 PERFORMANCE-BASED RESTRICTED STOCK UNITS

    2022-2024 PERFORMANCE-BASED RESTRICTED STOCK UNITS In May 2022, each of the NEOs received an annual LTI award opportunity, which included a grant of 2022-2024 PBRSUs. The payout of these units is based on Arcosa’s Average Pre-Tax Return on Capital, Cumulative Adjusted Earnings Per Share ("Adjusted EPS"), and rTSR for the 2022-2024 performance period.

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  88. 2022-2024 PERFORMANCE-BASED RESTRICTED STOCK UNITS

    In February 2025, the HR Committee approved the 2022-2024 performance period based on the Company's performance reflecting a reduction in the target levels for the Adjusted EPS metric resulting from the divestiture of the Storage Tanks business in 2022 and the divestiture of the Steel Components business in 2024. Additionally, the HR Committee excluded from the calculation of the Average Pre-Tax Return on Capital and the Adjusted EPS metrics the impact of any advanced manufacturing production AMP tax credits ("AMP Tax Credits") related to the wind tower manufacturing as well as the impact of certain proceeds from financing temporarily on the Company's balance sheet immediately prior to closing the Stavola transaction. The 2022-2024 PBRSUs will settle upon vesting in May 2025, resulting in a payout of 194.4% of target as illustrated below.

  89. 2022-2024 PERFORMANCE-BASED RESTRICTED STOCK UNITS

    | | Arcosa 2021-2023 Performance-Based Restricted Stock Units | | | | | | Named Executive Officer | Target Units | | Payout Percentage | | Final Unit Payout | | Antonio Carrillo | 40,468 | × | 194.4% | = | 78,670 | | Gail M. Peck | 8,477 | × | 194.4% | = | 16,480 | | Kerry S. Cole | 6,592 | × | 194.4% | = | 12,815 | | Jesse E. Collins, Jr. | 5,798 | × | 194.4% | = | 11,272 | | Reid S. Essl | 7,000 | × | 194.4% | = | 13,608 | | Bryan P. Stevenson | 4,813 | × | 194.4% | = | 9,357 |

  90. CHANGE IN CONTROL SEVERANCE PLAN

    CHANGE IN CONTROL SEVERANCE PLAN Arcosa’s Board continues to believe it is appropriate to reinforce and encourage the attention and dedication of members of Arcosa’s senior management to the interests of shareholders without distraction in potential circumstances arising from the possibility of a change in control of Arcosa. On March 3, 2022, our Board approved the 2022 CIC Plan. Each of the NEOs entered into a participation agreement under the 2022 CIC Plan upon which such officer became subject to the 2022 CIC Plan and any prior individual change in control agreements were terminated. The 2022 CIC Plan has a three-year term that automatically renews with one-year extensions unless notice of termination is otherwise provided. The 2022 CIC Plan contains a "double trigger" provision that requires both a change in control of Arcosa and a qualifying termination of the NEO’s employment before compensation will be paid under the 2022 CIC Plan or for acceleration of equity awards that are granted after December 6, 2018. Pursuant to the 2022 CIC Plan, if an NEO’s employment is terminated by Arcosa without "Cause" or by the participant for "Good Reason," in each case, within six months prior to and in connection with a "Change in Control" or within two years following a "Change in Control" (each, as defined in the 2022 CIC Plan), then: •the NEO will receive a lump-sum cash severance payment equal to (i)(x) the sum of the NEO’s annual base salary and target annual incentive bonus, or, if higher and the Change in Control or date of termination occurs more than six months into a fiscal year, the annual incentive bonus payable on actual performance multiplied by (y) three for the Chief Executive Officer, two for the Chief Financial Officer, the Chief Legal Officer, and group presidents, and one and a half for all other participants; plus (ii) a prorated annual incentive bonus for the year in which the termination occurs based on target performance; •all then-outstanding and unvested equity awards that were granted on or after December 6, 2018 will become 100% vested; •all benefits under any then-outstanding deferred compensation arrangements will become 100% vested; and •for 24 months following the NEO’s termination, (i) the NEO will continue to receive medical, dental, vision, health, and life insurance benefits no less favorable than were provided prior to termination, provided that such coverage will cease if the NEO obtains comparable coverage under a subsequent employer’s benefit plan; and (ii) the NEO will receive executive level outplacement services, up to a maximum of $15,000. The NEOs are required to execute a release in favor of Arcosa in exchange for receiving 2022 CIC Plan benefits. Each NEO is subject to non-competition, non-solicitation, and non-recruitment covenants for 12 months following termination of employment, as well as confidentiality obligations and non-disparagement covenants that survive indefinitely. The 2022 CIC Plan does not include excise tax gross ups. In the event payments under the 2022 CIC Plan would trigger the "golden parachute" excise tax under Sections 280G and 4999 of the Code, such payments will be reduced if such reduction would result in a greater after-tax benefit to the NEO. Arcosa considers the compensation payable under the 2022 CIC Plan upon specified events of termination following a Change in Control to be appropriate in light of the unique mix of the industries in which it is engaged, the limited number of companies in many of those industries, and the uncertain length of time necessary to find new employment. The level of payments and benefits provided under the 2022 CIC Plan are considered appropriate. These benefits are recognized as part of the total compensation package and are reviewed periodically but may not be specifically considered by the HR Committee when making changes in base salary, annual incentive compensation, or long-term incentive compensation. The Change in Control severance benefits are discussed in the Compensation of Executives section under "Potential Payments Upon Termination or Change in Control." Arcosa does not have severance agreements with NEOs other than in connection with the 2022 CIC Plan.

  91. Tax and Accounting Implications of Executive Compensation

    Tax and Accounting Implications of Executive Compensation Section 162(m) of the Code limits the federal income tax deduction for public corporations to $1.0 million per year for compensation paid in any fiscal year to the NEOs. The HR Committee will establish executive compensation arrangements that it believes are in the best interests of Arcosa and our shareholders, even if those arrangements are not fully deductible under Section 162(m). Arcosa recognizes the compensation expense for all equity awards made to employees and directors, including stock options, stock appreciation rights and other awards, in our financial statements based on the principles of ASC Topic 718.

  92. DEFINITION OF NON-GAAP AND OTHER PERFORMANCE MEASURES USED IN THE CD&A

    DEFINITION OF NON-GAAP AND OTHER PERFORMANCE MEASURES USED IN THE CD&A The following sets forth the definitions of the non-GAAP and other performance measures that were approved by the HR Committee in establishing performance levels under our incentive plans. In determining final awards, the HR Committee retains the discretion to make adjustments for incentive plan purposes to eliminate the impact (positive or negative) of items that the HR Committee deems are appropriate: •Adjusted Earnings Per Share: reported diluted earnings (loss) per share from continuing operations before extraordinary adjustments to asset values (gains or losses), asset impairment charges, material restructuring/reorganization expenses, gains or losses on extraordinary dispositions, gain or losses from currency translation adjustments, acquisition or divestiture-related gains/losses or expenses (including transaction and separation expenses, and purchase price accounting adjustments), expenses to comply with COVID-related policies or regulations, any changes to federal, state, or local tax laws that impact the Company's tax liability, the impact of changes in accounting rules, in each case as approved by the HR Committee, and any other adjustments the HR Committee deems appropriate. •Adjusted EBITDA Margin: Adjusted EBITDA divided by Revenues, excluding the impact of the Stavola acquisition. •Average Pre-Tax Return on Capital: the average Pre-Tax Return on Capital for the three years of the performance period. •Cumulative Adjusted Earnings Per Share: the sum of the Adjusted Earnings Per Share for each year in the three-year performance period. •Enterprise Adjusted EBITDA: enterprise operating income (loss) from continuing operations before interest, income taxes, depreciation, depletion, and amortization, extraordinary adjustments to asset values (gains or losses), asset impairment charges, material restructuring/reorganization expenses, gains or losses on extraordinary dispositions, gains or losses from currency translation adjustments, acquisition or divestiture-related gains/losses or expenses (including transaction expenses and purchase price accounting adjustments), expenses to comply with COVID-related policies or regulations, the impact of changes in accounting rules, any changes to federal, state, or local tax laws that impact the Company's tax liability, in each case as approved by the HR Committee, but excluding the impact of the Stavola acquisition, and any other adjustments the HR Committee deems appropriate. •Execution of Strategic Initiatives: measured holistically by progress in sustainability initiatives, growth in the businesses, and execution of working capital management. •Group Adjusted EBITDA: group operating income (loss) from continuing operations before interest, income taxes, depreciation, depletion, and amortization, extraordinary adjustments to asset values (gains or losses), asset impairment charges, material restructuring/reorganization expenses, gains or losses on extraordinary dispositions, gains or losses from currency translation adjustments, acquisition or divestiture-related gains/losses or expenses (including transaction expenses and purchase price accounting adjustments), expenses to comply with COVID-related policies or regulations, the impact of changes in accounting rules, any changes to federal, state, or local tax laws that impact the Company's tax liability, in each case as approved by the HR Committee, but excluding the impact of the Stavola acquisition, and any other adjustments the HR Committee deems appropriate. •Group Adjusted EBITDA Margin: Group Adjusted EBITDA divided by Group Revenues.

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  95. DEFINITION OF NON-GAAP AND OTHER PERFORMANCE MEASURES USED IN THE CD&A

    •Pre-Tax Return on Capital: Enterprise Adjusted EBITDA (as defined above) Divided by ((Current Assets – Current Liabilities + Current Portion of Long-Term Debt) + Net Plant, Property and Equipment). Balance Sheet items will be calculated using an average of 5 points (Beginning of Q1, End of Q1, End of Q2, End of Q3, and End of Q4). •Total Shareholder Return: the annualized percent change in value from the beginning of the performance period to the end and including the reinvestment of dividends. A calendar-month average stock price measured at the beginning and the end of the performance period will be used.

  96. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table and accompanying narrative disclosure should be read in conjunction with "Compensation Discussion and Analysis" above, which sets forth the objectives of Arcosa’s executive compensation programs. The "Summary Compensation Table" below summarizes the total compensation paid to or earned by each of the NEOs for the fiscal years ended December 31, 2024, 2023, and 2022.

  97. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Antonio Carrillo President and Chief Executive Officer | 2024 | 1,000,000 | 4,514,806 | 1,760,000 | — | 21,673 | 7,296,479 | | | 2023 | 980,500 | 4,189,222 | 1,283,475 | 153 | 20,770 | 6,474,120 | | | 2022 | 925,000 | 3,943,232 | 1,434,675 | 622 | 19,267 | 6,322,796 | | Gail M. Peck Chief Financial Officer | 2024 | 546,000 | 917,450 | 611,520 | — | 20,700 | 2,095,670 | | | 2023 | 525,000 | 2,375,430 | 437,325 | — | 19,800 | 3,357,555 | | | 2022 | 485,000 | 826,012 | 478,695 | — | 18,300 | 1,808,007 | | Kerry S. Cole Group President | 2024 | 501,800 | 685,096 | 442,588 | — | 20,700 | 1,650,184 | | | 2023 | 482,500 | 653,894 | 303,975 | — | 19,800 | 1,460,169 | | | 2022 | 463,500 | 642,317 | 486,675 | — | 18,300 | 1,610,792 | | Jesse E. Collins, Jr. Group President | 2024 | 450,500 | 614,975 | 589,705 | — | 20,668 | 1,675,848 | | | 2023 | 425,000 | 575,815 | 467,075 | — | 19,800 | 1,487,690 | | | 2022 | 407,000 | 564,960 | 471,225 | — | 18,300 | 1,461,485 | | Reid S. Essl Group President | 2024 | 535,600 | 787,395 | 611,120 | — | 20,700 | 1,954,815 | | | 2023 | 515,000 | 2,251,449 | 465,045 | — | 19,800 | 3,251,294 | | | 2022 | 491,500 | 682,108 | 329,600 | — | 18,300 | 1,521,508 | | Bryan P. Stevenson Chief Legal Officer | 2024 | 483,600 | 609,412 | 541,632 | — | 19,838 | 1,654,482 | | | 2023 | 465,000 | 533,057 | 387,345 | — | 19,800 | 1,405,202 | | | 2022 | 440,000 | 469,017 | 372,240 | — | 18,300 | 1,299,557 |

  98. SUMMARY COMPENSATION TABLE

    (1) Amounts deferred pursuant to the Deferred Compensation Plan in 2024 for Mr. Essl are reported in the "Nonqualified Deferred Compensation Table" below. (2) Amounts reflect the grant date fair value of awards of TBRSUs and PBRSUs granted in the fiscal year computed in accordance with ASC Topic 718. The policy and assumptions made in the valuation of share-based payments are contained in Note 13 of Item 8 of the 2024 Annual Report. Amounts for PBRSUs are included at target value. The potential maximum values (200% of target) for the 2024-2026 PBRSUs are for Messrs. Carrillo, $5,589,556; Cole, $848,217; Collins, $761,288; Essl, $974,820; and Stevenson, $754,449; and Ms. Peck, $1,135,851. The increase in the 2024 grant date fair value of awards compared to the total target value of awards is due to the grant date fair value of PBRSUs that are linked to the achievement of rTSR. (3) Non-equity incentive plan compensation represents cash awards earned under the AIP based on specified performance goal achievements. (4) Arcosa does not have a pension plan for its NEOs. For Mr. Carrillo, amounts represent the above market earnings from the interest rate equivalent on director fees previously earned as a non-employee director of our Former Parent and deferred under our Former Parent's deferred plan for director fees. See "Director Compensation." (5) Arcosa’s 401(k) Plan includes a dollar-for-dollar Company-matching contribution of up to six percent of the NEOs' eligible pay for each payroll period, with the total amount of such matching contribution capped at $20,700. For Mr. Carrillo, amounts in 2024 also include dividend equivalents on phantom stock units accrued in respect of deferred director fees previously earned as a director of our Former Parent prior to his April 2018 appointment as an officer of our Former Parent and CEO of Arcosa.

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  101. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table summarizes the 2024 equity and non-equity plan-based awards granted to the NEOs.

  102. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards Number of Shares of Stock or Awards (#)(4) | Grant Date Fair Value of Stock Awards ($)(5) | | Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Antonio Carrillo | | | | | | | | | | | AIP | | — | 1,100,000 | 2,200,000 | | | | | | | Performance-Based RSUs | 3/7/2024 | | | | — | 30,103 | 60,206 | | 2,794,778 | | Time-Based RSUs | 3/7/2024 | | | | | | | 20,068 | 1,720,028 | | Gail M. Peck | | | | | | | | | | | AIP | | — | 382,200 | 764,400 | | | | | | | Performance-Based RSUs | 3/7/2024 | | | | — | 6,117 | 12,234 | | 567,925 | | Time-Based RSUs | 3/7/2024 | | | | | | | 4,078 | 349,525 | | Kerry S. Cole | | | | | | | | | | | AIP | | — | 351,260 | 702,520 | | | | | | | Performance-Based RSUs | 3/7/2024 | | | | — | 4,568 | 9,136 | | 424,109 | | Time-Based RSUs | 3/7/2024 | | | | | | | 3,045 | 260,987 | | Jesse E. Collins, Jr. | | | | | | | | | | | AIP | | — | 315,350 | 630,700 | | | | | | | Performance-Based RSUs | 3/7/2024 | | | | — | 4,100 | 8,200 | | 380,644 | | Time-Based RSUs | 3/7/2024 | | | | | | | 2,734 | 234,331 | | Reid S. Essl | | | | | | | | | | | AIP | | — | 374,920 | 749,840 | | | | | | | Performance-Based RSUs | 3/7/2024 | | | | — | 5,250 | 10,500 | | 487,410 | | Time-Based RSUs | 3/7/2024 | | | | | | | 3,500 | 299,985 | | Bryan P. Stevenson | | | | | | | | | | | AIP | | — | 338,520 | 677,040 | | | | | | | Performance-Based RSUs | 3/7/2024 | | | | — | 4,063 | 8,126 | | 377,224 | | Time-Based RSUs | 3/7/2024 | | | | | | | 2,709 | 232,188 |

  103. GRANTS OF PLAN-BASED AWARDS

    (1) The grant date of all stock awards is the date of the HR Committee meeting or Board meeting at which such award was approved. (2) Represents the potential amounts payable under the 2024 AIP for attainment of specified performance goals. Actual amounts earned were paid in March 2025 and are disclosed in the 2024 Summary Compensation Table. Threshold, target, and maximum amounts each assume that the performance level was met for all applicable financial metrics. Performance below the minimum threshold results in no payout, and performance above the maximum level is capped at a maximum total payout of 200% of the target award. For performance falling between the specified levels, the amount earned will be interpolated accordingly. The performance metrics and targets used to determine the amounts of the awards paid are described above under "Compensation Discussion and Analysis." (3) Represents the potential number of PBRSUs of Arcosa that could be earned based on financial performance and TSR for 2024 through 2026. Actual amounts of PBRSUs will vest and settle in shares of Common Stock on March 15, 2027, based on attainment of performance goals. Awards will pay out between 0% to 200% of the target PBRSU based on actual performance against the performance levels set by the HR Committee. For performance falling between the specified levels, the amount of PBRSUs earned will be interpolated accordingly. The performance metrics and targets used to determine the amounts of the awards paid are described above under "Compensation Discussion and Analysis."

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    | Table of Contents | Executive Compensation |

  106. GRANTS OF PLAN-BASED AWARDS

    (4) Represents TBRSUs of Arcosa, of which 33 1/3% vested on March 15, 2025, and 33 1/3% will vest on each of March 15, 2026 and March 15, 2027, if the NEO remains an employee on such date. TBRSUs accrue dividend equivalent units payable in cash, which vest on the same vesting schedule as the underlying award. (5) The grant date fair value of the stock awards is calculated in accordance with ASC Topic 718.

  107. DISCUSSION REGARDING SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS

    DISCUSSION REGARDING SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS In 2024, the NEOs were granted 40% of their respective target LTI compensation opportunity as TBRSUs. These awards were granted to reflect the HR Committee’s desire to incentivize the long-term commitment of key executives to build shareholder value. These TBRSUs vest over three years with 33 1/3% on each of March 15, 2025, 2026, and 2027, if the NEO remains an employee on such date. All TBRSUs are non-voting and provide for dividend equivalent units payable in cash, which will vest on the same schedule as the corresponding TBRSUs. The remaining 60% of the NEO's target LTI compensation opportunity was granted in the form of PBRSUs for the 2024-2026 performance period based on three-year average Pre-Tax Return on Capital, Cumulative Adjusted Earnings Per Share, and rTSR. Each PBRSU earned will convert into either one share of Common Stock or the cash value of one share of Common Stock and vest on March 15, 2027. During the vesting period, recipients do not earn dividends on, and are not entitled to vote with respect to, the PBRSUs. See "2024 Annual Compensation Determination—2024 Long-Term Incentive Compensation" under "Compensation Discussion and Analysis" above for a description of the terms of 2024 LTI compensation. In the "Grants of Plan-Based Awards" table, the estimates for future payouts under the 2024 AIP awards represent potential payments of annual incentive compensation for 2024 based on achievement of specified performance metrics. See "2024 Annual Compensation Determination—Annual Incentive Compensation" under "Compensation Discussion and Analysis" above for a description of the 2024 AIP awards. We have a 401(k) plan that permits employees to elect to set aside a portion of their compensation (subject to the maximum limit on the amount of compensation permitted by the Code to be deferred for this purpose) in a trust to pay future retirement benefits. For 2024, we matched up to six percent of the employee’s eligible compensation set aside for this purpose with the cumulative amount of our match capped at $20,700. See "Compensation Discussion and Analysis—Other Compensation Plans—Post-Employment Benefits."

  108. OUTSTANDING EQUITY AWARDS AT YEAR-END

    OUTSTANDING EQUITY AWARDS AT YEAR-END The following table summarizes as of December 31, 2024, for each NEO, the number of shares of unvested stock awards held in both Arcosa and Former Parent. The market value of the stock awards was based on the closing price of the Common Stock as of December 31, 2024, which was $96.74 for Arcosa (stock ticker "ACA") and $35.10 for our Former Parent (stock ticker "TRN").

  109. OUTSTANDING EQUITY AWARDS AT YEAR-END

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    | Executive Compensation | Table of Contents |

  111. OUTSTANDING EQUITY AWARDS AT YEAR-END

    | Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Antonio Carrillo | 69,436(1) | 5,656,168(1) | 39,208(3) | 3,792,982(3) | | | 78,670(2) | 7,610,536(2) | 30,103(4) | 2,912,164(4) | | Gail M. Peck | 47,584(1) | 3,863,658(1) | 8,193(3) | 792,591(3) | | | 16,480(2) | 1,594,275(2) | 6,117(4) | 591,759(4) | | Kerry S. Cole | 20,561(1) | 1,372,671(1) | 6,120(3) | 592,049(3) | | | 12,815(2) | 1,239,723(2) | 4,568(4) | 441,908(4) | | Jesse E. Collins, Jr. | 6,417(1) | 620,781(1) | 5,389(3) | 521,332(3) | | | 11,272(2) | 1,090,453(2) | 4,100(4) | 396,634(4) | | Reid S. Essl | 42,605(1) | 3,546,383(1) | 7,033(3) | 680,372(3) | | | 13,608(2) | 1,316,438(2) | 5,250(4) | 507,885(4) | | Bryan P. Stevenson | 5,995(1) | 579,956(1) | 4,989(3) | 482,636(3) | | | 9,357(2) | 905,196(2) | 4,063(4) | 393,055(4) |

  112. OUTSTANDING EQUITY AWARDS AT YEAR-END

    (1) Represents the actual number of unvested restricted shares and TBRSUs at market value. Includes TRN awards that were granted by our Former Parent prior to the spin-off transaction in 2018 (the "Separation"), and corresponding Arcosa awards received in respect of such TRN awards through the Separation. The following table provides the vesting date of the awards:

  113. OUTSTANDING EQUITY AWARDS AT YEAR-END

    | Vesting Date | Antonio Carrillo | | Gail M. Peck | | Kerry S. Cole | | Jesse E. Collins, Jr. | | Reid S. Essl | | Bryan P. Stevenson | | | | ACA (#) | TRN (#) | ACA (#) | TRN (#) | ACA (#) | TRN (#) | ACA (#) | TRN (#) | ACA (#) | TRN (#) | ACA (#) | TRN (#) | | 3/15/2025 | 15,403 | — | 3,181 | — | 2,375 | — | 2,110 | — | 2,730 | — | 2,012 | — | | 5/15/2025 | 8,992 | — | 7,380 | — | 1,464 | — | 1,288 | — | 7,163 | 333 | 1,069 | — | | 3/15/2026 | 15,402 | — | 3,179 | — | 2,375 | — | 2,108 | — | 2,729 | — | 2,011 | — | | 5/15/2026 | — | — | 6,608 | 3,333 | 666 | 2,000 | — | — | 5,608 | 333 | — | — | | 3/15/2027 | 6,689 | — | 1,359 | — | 1,015 | — | 911 | — | 1,166 | — | 903 | — | | 5/15/2027 | — | — | 11,657 | 2,000 | — | — | — | — | 11,213 | 666 | — | — | | 5/15/2028 | — | — | 1,333 | 4,000 | 666 | 2,000 | — | — | 666 | 2,000 | — | — | | 5/15/2029 | — | — | 888 | 2,666 | — | — | — | — | 666 | 2,000 | — | — | | 4/3/2033 | — | — | — | — | — | — | — | — | 666 | 2,000 | — | — | | 4/3/2046 | — | — | — | — | — | — | — | — | 666 | 2,000 | — | — | | Qualifying termination(a) | 5,736 | 17,214 | — | — | — | — | — | — | — | — | — | — | | Retirement(b) | — | — | — | — | 2,000 | 6,000 | — | — | — | — | — | — |

  114. OUTSTANDING EQUITY AWARDS AT YEAR-END

    (a) Outstanding deferred TBRSUs that have vested but will be converted to shares of Common Stock upon a qualifying termination event. (b) Outstanding TBRSUs that will vest at retirement in accordance with the grant. (2) Represents the actual number of 2022-2024 PBRSUs that will vest and settle in shares of Common Stock on May 15, 2025 as certified by the HR Committee based on Arcosa's Average Pre-Tax Return on Capital, Cumulative Adjusted Earnings Per Share, and rTSR for the performance period and the corresponding market value of such shares. See "Compensation Discussion and Analysis—2024 Annual Compensation Determination—2022-2024 Performance-Based Restricted Stock Unit Awards."

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    | Table of Contents | Executive Compensation |

  117. OUTSTANDING EQUITY AWARDS AT YEAR-END

    (3) Represents the target number or value, as applicable, of 2023-2025 PBRSUs that could be earned if target financial performance goals are achieved. Actual amounts of PBRSUs will vest and settle in shares of Common Stock on March 15, 2026 based on Arcosa's Average Pre-Tax Return on Capital, Cumulative Adjusted Earnings Per Share, and rTSR for the performance period. Awards will pay out between 0% to 200% of the target PBRSU based on actual performance against the performance levels set by the HR Committee. For performance falling between the specified levels, the amount of PBRSUs earned will be interpolated accordingly. (4) Represents the target number or value, as applicable, of 2024-2026 PBRSUs that could be earned if target financial performance goals are achieved. Actual amounts of PBRSUs will vest and settle in shares of Common Stock on March 15, 2027 based on Arcosa's Average Pre-Tax Return on Capital, Cumulative Adjusted Earnings Per Share, and rTSR for the performance period. Awards will pay out between 0% to 200% of the target PBRSU based on actual performance against the performance levels set by the HR Committee. For performance falling between the specified levels, the amount of PBRSUs earned will be interpolated accordingly. See "Compensation Discussion and Analysis—2024 Annual Compensation Determination—2024 Long-Term Incentive Compensation."

  118. STOCK VESTED IN 2024

    STOCK VESTED IN 2024 The following table summarizes for the NEOs in 2024 the number of shares acquired upon the vesting of restricted stock and restricted stock units and the value realized, each before payout of any applicable withholding tax. No stock options were exercised in 2024. As of December 31, 2024, Arcosa had no stock options outstanding.

  119. STOCK VESTED IN 2024

    | Name | | Stock Awards | | | | Stock Ticker | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Antonio Carrillo | ACA | 83,208 | 7,358,915 | | Gail M. Peck | ACA | 11,499 | 1,010,054 | | | TRN | 2,667 | 81,984 | | Kerry S. Cole | ACA | 15,158 | 1,340,058 | | | TRN | 5,000 | 147,920 | | Jesse E. Collins, Jr. | ACA | 10,801 | 954,729 | | Reid S. Essl | ACA | 14,073 | 1,243,933 | | | TRN | 4,000 | 122,960 | | Bryan P. Stevenson | ACA | 9,521 | 841,181 |

  120. STOCK VESTED IN 2024

    (1) The amounts shown are calculated based on the closing stock price of Common Stock on the date of vesting.

  121. STOCK VESTED IN 2024

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  122. STOCK VESTED IN 2024

    | Executive Compensation | Table of Contents |

  123. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION The table below shows the contributions by the NEOs and Arcosa, the aggregate earnings on nonqualified deferred compensation in 2024, and the aggregate balance at year-end under nonqualified deferred compensation plans of Arcosa. Arcosa does not provide matching contribution amounts under the Deferred Compensation Plan.

  124. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(3) | | Antonio Carrillo | — | 72,311 | — | 527,574 | | Gail M. Peck | — | 38,652 | — | 677,089 | | Kerry S. Cole | — | 63,001 | — | 507,009 | | Jesse E. Collins, Jr. | — | — | — | — | | Reid S. Essl | 93,248 | 121,127 | — | 778,323 | | Bryan P. Stevenson | — | — | — | — |

  125. NONQUALIFIED DEFERRED COMPENSATION

    (1) Salary and incentive compensation deferrals to the Deferred Compensation Plan. The amounts are also included in the "Salary" and/or "Non-Equity Incentive Plan Compensation" columns, as applicable, in the Summary Compensation Table for 2024. (2) Represents earnings or losses in the Deferred Compensation Plan for Messrs. Cole and Essl, and Ms. Peck. For Mr. Carrillo, this column represents earnings in respect of deferred director fees previously earned as a director of our Former Parent. (3) Includes salary and incentive compensation deferrals to, and Company matching amounts under, the Deferred Compensation Plan in the aggregate that are reported in the Summary Compensation Table for Mr. Essl, $77,377 in 2023 and $62,450 in 2022.

  126. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  127. CHANGE IN CONTROL

    | CEO Pay Ratio |

  128. CHANGE IN CONTROL

    | Pay Versus Performance |

  129. CHANGE IN CONTROL

    | | Summary Compensation Table Total to PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(5) | Average Summary Compensation Table Total to Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(6) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($)(4) | Company Selected Measure: Adjusted EBITDA ($)(7) | | Year | | | | | Company TSR ($) | Peer Group TSR ($)(3) | | | | 2024 | 7,296,479 | 13,935,808 | 1,806,200 | 3,061,030 | 221 | 270 | 93,700,000 | 447,000,000 | | 2023 | 6,474,120 | 16,822,141 | 2,192,382 | 3,890,255 | 188 | 216 | 159,200,000 | 367,600,000 | | 2022 | 6,322,796 | 8,628,851 | 1,540,270 | 1,742,629 | 123 | 143 | 245,800,000 | 325,100,000 | | 2021 | 5,632,354 | 6,069,101 | 1,041,392 | 811,732 | 119 | 179 | 69,600,000 | 283,300,000 | | 2020 | 5,442,103 | 15,314,301 | 1,221,695 | 2,125,492 | 124 | 125 | 106,600,000 | 283,700,000 |

  130. CHANGE IN CONTROL

    | Table of Contents | Pay Versus Performance |

  131. Most Important Measures to Determine 2024 Compensation Actually Paid

    Most Important Measures to Determine 2024 Compensation Actually Paid We selected the following measures as the most important financial performance measures used by us to link compensation actually paid to Arcosa's performance. We identified Adjusted EBITDA as the "company selected measure," which represents the single most important financial measure. For additional discussion on these measures and how they factor into our NEOs' compensation in 2024, please see the discussion in our "Compensation Discussion and Analysis" in the "Annual Incentive Compensation" and "2024 Long-Term Incentive Compensation" sections.

  132. Most Important Measures to Determine 2024 Compensation Actually Paid

    | Most Important Performance Measures | | | | Adjusted EBITDA | | | Adjusted EBITDA Margin | | | Cumulative Adjusted Earnings Per Share | | | Pre-Tax Return on Capital | | | Total Shareholder Return | | | Working Capital |

  133. Most Important Measures to Determine 2024 Compensation Actually Paid

    Company Selected Measure

  134. Most Important Measures to Determine 2024 Compensation Actually Paid

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  135. Most Important Measures to Determine 2024 Compensation Actually Paid

    | Pay Versus Performance | Table of Contents |

  136. Relationship Between CAP and Financial Measures

    | Table of Contents | Pay Versus Performance |

  137. Relationship Between CAP and Financial Measures

    | Director Compensation |

  138. Relationship Between CAP and Financial Measures

    | Additional Annual Director Compensation | | | | | $120,000 | Non-Executive Chair Retainer Fee(2) | | | $20,000 | Audit Committee Chair Retainer Fee | | | $20,000 | Human Resources Committee Chair Retainer Fee | | | $15,000 | Governance & Sustainability Committee Chair Retainer Fee | | | $2,000 | Board and Committee Additional Meeting Fee per meeting attended(3) | | | $2,000 | Ad hoc or special assignment work performed for or at the request of the CEO, per diem |

  139. Relationship Between CAP and Financial Measures

    | Table of Contents | Director Compensation |

  140. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE

  141. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Joseph Alvarado | 130,000 | 130,041 | — | 5,000 | 265,041 | | Rhys J. Best | 230,000 | 130,041 | — | — | 360,041 | | Jeffrey A. Craig | 130,000 | 130,041 | — | — | 260,041 | | Steven J. Demetriou | 110,000 | 130,041 | — | — | 240,041 | | Ronald J. Gafford(6) | 39,032 | — | — | — | 39,032 | | John W. Lindsay | 110,000 | 130,041 | — | 1,474 | 241,515 | | Kimberly S. Lubel | 110,000 | 130,041 | — | 5,000 | 245,041 | | Julie A. Piggott | 110,000 | 130,041 | — | 5,000 | 245,041 | | Melanie M. Trent | 125,000 | 130,041 | — | 5,000 | 260,041 |

  142. DIRECTOR COMPENSATION TABLE

    (1) Reflects the cash fees earned by directors for Board and committee service to Arcosa. Includes amounts deferred under the Director Deferred Plan. (2) Reflects awards of restricted shares and restricted stock units granted on May 8, 2024 that will vest on May 8, 2025. The grant date fair value dollar amounts are computed in accordance with ASC Topic 718. The policy and assumptions made in the valuation of share-based payments are contained in Note 13 of Item 8 of the 2024 Annual Report. (3) As of December 31, 2024, the directors had Arcosa restricted stock and restricted stock units totaling as follows: Messrs. Alvarado, 1,485; Best, 34,328; Craig, 1,485; Demetriou, 3,391; and Lindsay, 10,842; and Mses. Lubel, 1,485; Piggott, 5,761; and Trent, 9,660. In addition, Mr. Best held deferred restricted stock units of our Former Parent for which he received Arcosa deferred restricted stock units based on the same distribution ratio of one Arcosa share for every three shares of Trinity that the Trinity shareholders received. As of December 31, 2024, Mr. Best held 69,970 deferred restricted stock units of our Former Parent. (4) In 2024, there were no above market earnings from the interest rate equivalent under the Director Deferred Plan. (5) For each of Mr. Alvarado and Mses. Lubel, Piggott, and Trent, includes a matching contribution by Arcosa in his or her name pursuant to Arcosa’s matching gifts program. The maximum annual contribution that may be matched under that program is $5,000 per individual. Also includes dividend equivalents earned on phantom stock units for Mr. Lindsay. (6) With Mr. Gafford's retirement as of May 8, 2024, cash fees were pro-rated.

  143. DIRECTOR COMPENSATION TABLE

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  144. DIRECTOR COMPENSATION TABLE

    | Proposal Three | Table of Contents |

  145. DIRECTOR COMPENSATION TABLE

    | Proposal Three Advisory Vote to Approve the Frequency of the Advisory Vote on Named Executive Officer Compensation | | | "Say-on-Pay" Frequency | In addition to providing shareholders with the opportunity to cast a “Say-on-Pay” advisory vote on the compensation of our NEOs, in accordance with SEC rules, we are also providing our shareholders with the opportunity to indicate how frequently we should seek an advisory vote on the compensation of our NEOs in the future. This non-binding advisory vote is commonly referred to as a “Say-on-Frequency” vote. Under this proposal, our shareholders may indicate whether they would prefer to have an advisory vote on executive compensation every one, two, or three years. | | | The HR Committee and the Board believe that the advisory vote on executive compensation should be conducted every year because we believe this frequency will enable our shareholders to vote, on an advisory basis, on the most recent executive compensation information that is presented in our Proxy Statement, leading to more meaningful and timely communication between Arcosa and its shareholders on the compensation of our NEOs. | | | Shareholders are not voting to approve or disapprove the Board’s recommendation. Instead, you may cast your vote on the preferred voting frequency by choosing any of the following four options with respect to this proposal: every 1 YEAR, every 2 YEARS, every 3 YEARS, or ABSTAIN. | | | The Say-on-Frequency vote is advisory, and therefore is not binding on the Company, the Board, or the HR Committee. However, the Board and the HR Committee value the opinions expressed by shareholders in their vote on this proposal and will consider the option that receives the most votes in determining the frequency of future advisory votes on compensation of our NEOs. | | | The Board recommends approval of the following resolution: | | | "RESOLVED, that the advisory vote relating to compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the executive compensation tables and the related narrative discussion, shall be conducted every 1 YEAR." | | | "FOR" The Board recommends that you vote FOR the option of every “1 YEAR,” on an advisory basis, as stated in the above resolution. |

  146. DIRECTOR COMPENSATION TABLE

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  147. DIRECTOR COMPENSATION TABLE

    | Table of Contents | Proposal Four |

  148. DIRECTOR COMPENSATION TABLE

    | Proposal Four Ratification of the Appointment of Ernst & Young LLP | | | Ernst & Young LLP | The Audit Committee has appointed Ernst & Young as the independent registered public accounting firm of Arcosa for the year ending December 31, 2025. Although the Amended and Restated Bylaws do not require that we seek shareholder ratification of the appointment of Ernst & Young as our independent registered public accounting firm, we are doing so as a matter of good corporate governance. If the shareholders do not ratify the appointment, the Audit Committee will reconsider whether or not to retain Ernst & Young. Even if the appointment is ratified, the Audit Committee in its discretion may change the appointment at any time during the year if it determines that a change would be in the best interests of Arcosa and its shareholders. | | | Arcosa has been advised by Ernst & Young that the firm has no relationship with Arcosa or its subsidiaries other than that arising from the firm’s engagement as auditors, tax advisors, and consultants. Arcosa has also been advised that representatives of Ernst & Young will be present at the Annual Meeting where they will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. | | | "FOR" The Board recommends that you vote FOR ratification of the appointment of Ernst & Young as the Company’s independent registered public accounting firm for the year ending December 31, 2025. |

  149. DIRECTOR COMPENSATION TABLE

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