DEF 14A of Arcosa, Inc.

Filed Mar 31, 2026 · FY20250001739445-26-000050

Open on EDGAR

Mark J. Elmore
| | 53 - Option Grant Practices 53 - Discussion Regarding Summary Compensation Table and Grants of Plan-Based Awards 53 - Outstanding Equity Awards at Year-End 55 - Stock Vested in 2025 55 - Nonqualified Deferred Compensation 56 - Deferred Compensation Discussion 56 - Potential Payments Upon Termination or Change in Control | | 59 | CEO Pay Ratio | | 60 | Pay Versus Performance | | 63 | Director Compensation | | 65 | Proposal 3 - Ratification of the Appointment of Ernst & Young LLP 66 - Report of the Audit Committee 67 - Fees of Independent Registered Public Accounting Firm for Fiscal Years 2025 and 2024 | | 68 | Security Ownership of Certain Beneficial Owners and Management | | 70 | Additional Information 70 - Shareholder Proposals for the 2027 Proxy Statement 70 - Director Nominations or Other Business for Presentation at the 2027 Annual Meeting 70 - Annual Report on Form 10-K | | 71 | Questions and Answers About the Meeting | | 74 | Other Business | | A-1 | ANNEX A - Reconciliation of Non-GAAP Financial Measures |
CEO
| 41% | 27% | 18% | 14% | | PBRSU | TBRSU | AIP | Base | | 86% | | | | | At-Risk | | | |
OTHER NEOS
| 27% | 18% | 23% | 32% | | PBRSU | TBRSU | AIP | Base | | 68% | | | | | At-Risk | | | |
Director Nominees
Director Nominees The chart below contains information regarding our director nominees for election at the 2026 Annual Meeting.
Director Nominees
| Director | Age | Tenure on Board* | Independence | Committees | | Joseph Alvarado | 73 | 8 | | Human Resources - Chair | | Rhys J. Best | 79 | 21 | | | | Antonio Carrillo | 59 | 12 | | | | Jeffrey A. Craig | 65 | 8 | | Audit - Chair | | Steven J. Demetriou | 67 | 3 | | Governance & Sustainability | | John W. Lindsay | 65 | 8 | | Audit Human Resources | | Kimberly S. Lubel | 61 | 5 | | Governance & Sustainability Human Resources | | Julie A. Piggott | 65 | 5 | | Audit Governance & Sustainability | | Melanie M. Trent | 61 | 8 | | Governance & Sustainability - Chair |
Director Nominees
* Includes years of service combined on both boards of Arcosa and Trinity Industries, Inc., the former parent company of Arcosa ("Former Parent" or "Trinity").
Director Nominees
| | | | | | | | | Balanced Board Our directors bring a diverse set of skills, experience and perspective to the Board. | | | | | | | | | | | | | | | | | | | | | | |
Director Nominees
| | 9 |
Director Nominees
| Proposal One | Table of Contents |
Director Skills Matrix
Director Skills Matrix The following matrices highlight the mix of skills, attributes, and industry experience of the nine nominees that supported the recommendation by the G&S Committee and the Board’s nomination for election.
Director Skills Matrix
| | | Alvarado | Best | Carrillo | Craig | Demetriou | Lindsay | Lubel | Piggott | Trent | | | Cyclical Industry | | | | | | | | | | | | Multi-industry - Manufacturing, Energy, Construction, Minerals, Mining | | | | | | | | | | | | Industrial Equipment Manufacturing | | | | | | | | | | | | Technical Expertise Applicable to Arcosa Products | | | | | | | | | | | | C-level Corporate Executive Position; Strategic Leadership | | | | | | | | | | | | International/Cross-Border | | | | | | | | | | | | Broad Manager in Scale Organization | | | | | | | | | | | | IT Knowledge | | | | | | | | | | | | Technical Expertise related to Cybersecurity | | | | | | | | | | | | Sustainability Knowledge | | | | | | | | | | | | Finance, Banks, Public Securities | | | | | | | | | | | | Human Resources/Cultural | | | | | | | | | | | | Legal/Risk; Management/Compliance | | | | | | | | | | | | Mergers & Acquisitions | | | | | | | | | | | | Public Company/Corporate Governance | | | | | | | | | | | | SOX/Financial Expert | | | | | | | | | | | | Independent | | | | | | | | | |
Director Skills Matrix
| Industry and Sector Experience | | | | | | Manufacturing | Engineering & Technology Solutions | Oil & Gas | | | Transportation | Industrial Products | Construction | | | Chemicals | Retail | Distribution | | | Steel & Other Metals Manufacturing | Banking | Energy |
Director Skills Matrix
| 10 | |
Director Skills Matrix
| Table of Contents | Proposal One |
Director Nominee Biographies
Director Nominee Biographies
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 (2004-2007) •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: 73 Director Since: 2018 INDEPENDENT Board Committees: •Human Resources (Chair) | |
Director Nominee Biographies
| | 11 |
Director Nominee Biographies
| Proposal One | Table of Contents |
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: 79 Director Since: 2018 Non-Executive Chair INDEPENDENT Board Committees: None | |
Director Nominee Biographies
| 12 | |
Director Nominee Biographies
| Table of Contents | Proposal One |
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); Lead Independent Director (2024-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: 59 Director Since: 2018 Board Committees: None | | | Additional Information: As disclosed by NRG Energy, Inc., we expect Mr. Carrillo to transition from Lead Independent Director to non-executive Chair on April 30, 2026. | | |
Director Nominee Biographies
| | 13 |
Director Nominee Biographies
| Proposal One | Table of Contents |
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: •President’s Advisory Council at Michigan State University | | | Age: 65 Director Since: 2018 INDEPENDENT Financial Expert Board Committees: •Audit (Chair) | |
Director Nominee Biographies
| 14 | |
Director Nominee Biographies
| Table of Contents | Proposal One |
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., (2016-2024), Executive Chair (2023-2024) •C5 Acquisition Corporation (SPAC), Non-Executive Chair (2022-2023) •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 •Senior Advisor to Goldman Sachs | | | Age: 67 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 remained engaged as a valuable member of the Board throughout 2025. We do not expect his commitment to Amentum during 2026 to be any more demanding than his commitment in 2025. –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. | | |
Director Nominee Biographies
| | 15 |
Director Nominee Biographies
| Proposal One | Table of Contents |
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) –Senior Advisor (March 2026-present) –Chief Executive Officer (October 2025-March 2026) –President and Chief Executive Officer (2014-October 2025) –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) Prior Public Company Boards: •Helmerich & Payne, Inc. (2012-March 2026) Private Boards & Other Affiliations: •University of Tulsa, Petroleum Engineering, Advisory Board •Tulsa Regional Chamber, Board Member •The Nature Conservancy, Oklahoma Chapter, Board Member •Permian Strategic Partnership •Bettering Human Lives Foundation, Advisory Board | | | Age: 65 Director Since: 2018 INDEPENDENT Financial Expert Board Committees: •Audit •Human Resources | |
Director Nominee Biographies
| 16 | |
Director Nominee Biographies
| Table of Contents | Proposal One |
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, Chair •Inspire Trust Company, Director •The ExCo Group, Executive Coach & Mentor | | | Age: 61 Director Since: 2021 INDEPENDENT Board Committees: •Governance & Sustainability •Human Resources | |
Director Nominee Biographies
| | 17 |
Director Nominee Biographies
| Proposal One | Table of Contents |
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: 65 Director Since: 2021 INDEPENDENT Financial Expert Board Committees: •Audit •Governance & Sustainability | |
Director Nominee Biographies
| 18 | |
Director Nominee Biographies
| Table of Contents | Proposal One |
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., Former Chair and Current Member | | | Age: 61 Director Since: 2018 INDEPENDENT Board Committees: •Governance & Sustainability (Chair) | |
Director Nominee Biographies
| | 19 |
Director Nominee Biographies
| Proposal One | Table of Contents |
Board Leadership Structure
Board Leadership Structure
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. |
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.
The Role of the Compensation Consultant
The Role of the Compensation Consultant For 2025, 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 2025 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 the Compensation Consultant’s work for the HR Committee does not raise any conflicts of interest. The amount of fees paid in 2025 to the Compensation Consultant by Arcosa represented less than one percent (1%) of the Compensation Consultant’s total annual revenues for 2025. 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 rules and NYSE Standards, 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.
2025 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. |
ANNUAL INCENTIVE PROGRAM
ANNUAL INCENTIVE PROGRAM Payouts to the NEOs and other key executives under our 2025 AIP reinforced our strong pay-for-performance philosophy. In designing the 2025 AIP, the HR Committee approved performance metrics that were in furtherance of our strategic goals and in line with our initial 2025 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 2025, 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.
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) Wind Towers Shoring Products |
ANNUAL INCENTIVE PROGRAM
The HR Committee approved the design of the 2025 AIP plans to include a new leverage metric, in addition to the measures of Adjusted EBITDA, Adjusted EBITDA Margin, and the execution of strategic initiatives as components under the Plans. The addition of the leverage metric and the re-weighting of the performance metrics under both the Corporate Plan and the Group President Plans were made to drive particular focus on our key strategic pillar of maintaining a healthy balance sheet, in line with the Company's stated goal of deleveraging after the $1.2 billion acquisition of Stavola that closed on October 1, 2024. For the Group President Plan A, Group Adjusted EBITDA Margin will be measured using Freight Adjusted Revenues to align with our construction materials peers.
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 | 25% | Group Adjusted EBITDA Margin | 25% | | Leverage | 15% | Leverage | 15% | | Execution of Strategic Initiatives | 10% | Execution of Strategic Initiatives | 10% |
ANNUAL INCENTIVE PROGRAM
| | 33 |
ANNUAL INCENTIVE PROGRAM
| Executive Compensation | Table of Contents |
LONG-TERM INCENTIVE PROGRAM
LONG-TERM INCENTIVE PROGRAM The performance-based restricted stock units ("PBRSUs") for our NEOs under our long-term compensation program ("LTI") are weighted as follows:
LONG-TERM INCENTIVE PROGRAM
| ■ rTSR | ■ Average Pre-Tax Return on Capital | ■ Cumulative Adjusted Earnings per Share |
LONG-TERM INCENTIVE PROGRAM
For the payout of the performance-based portion of our LTI program, we further aligned management's interest with those of our shareholders by increasing the weighting of rTSR performance to 40%, up from 20% in the prior year.
Our Compensation Policies and Practices
| What We Do: | | | | | Pay for Performance. We believe in a "pay for performance" philosophy in which a majority of our NEOs’ compensation, as well as a significant portion for other employees throughout the organization, is linked to achievement of specific annual and long-term strategic and financial goals and the realization of increased shareholder value. Approximately 86% of our CEO’s compensation and, on average, 68% of all other NEOs' compensation is "at risk" compensation, comprised of incentive and equity-based compensation. | | | | Maintain Stock Ownership Guidelines. To further align the interests of our executives and directors with those of our shareholders and to assure that our executives and directors own meaningful levels of Common Stock throughout their tenures with Arcosa, the HR Committee has adopted stock ownership guidelines for our non-employee directors, NEOs, and other senior officers as designated by the HR Committee. Ownership includes shares owned outright (including shares held in trust), TBRSUs (including vested RSUs that have been deferred), earned performance-based restricted stock shares/units, shares owned through Company retirement plans, and phantom shares (e.g., units held in the Deferred Plan for Director Fees). Ownership does not include unearned performance-based restricted stock units. The directors, NEOs, and certain other senior officers have five years from the date of adoption of the policy, or from the date such director, NEO, or senior officer becomes subject to the policy, to meet their required stock ownership levels. Each of our directors, NEOs, and participating senior officers has met these ownership guidelines. The required level of stock ownership is determined by the number of shares of Common Stock equal in value to the following multiples: | | | | Title | Ownership Level | | | Chief Executive Officer | 5 times base salary | | | Chief Financial Officer | 3 times base salary | | | Other Senior Officers | 2 times base salary | | | Board of Directors | 5 times annual board cash retainer |
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, as amended and restated (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 NYSE Standards 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.” |
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. 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, 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." 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. |
Compensation Approach and Benchmarking
Compensation Approach and Benchmarking
COMPENSATION APPROACH
| Base Salary | •Base salaries targeted at comparative range around the median of Peer Survey Data | | + | | | AIP | •Plan designs focus heavily on financial performance with a portion tied to an enterprise or segment/Business Unit specific metric and achievement of strategic initiatives | | + | | | LTI | •LTI program focuses on Company long-term performance and value creation | | + | | | Benefits | •Benefits that attract and retain talent •Benefits considered as part of total compensation •Enterprise-wide policies maintained at market competitive level | | • | | | Total Rewards | •We design our total rewards package to provide the best value for our shareholders and employees, drive higher productivity, and attract/retain top talent |
COMPENSATION APPROACH
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 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.
BENCHMARKING AND PEER SURVEY DATA FOR 2025 COMPENSATION
BENCHMARKING AND PEER SURVEY DATA FOR 2025 COMPENSATION We engaged the Compensation Consultant to assist in designing our executive compensation program, including review of our compensation benchmarking Peer Group. In September 2024, the HR Committee, with the advice of the Compensation Consultant, reviewed and approved our Peer Group for use in benchmarking 2025 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:
BENCHMARKING AND PEER SURVEY DATA FOR 2025 COMPENSATION
| Industry | Companies that operate in a similar industry | | • | | | Business Profile | Similar revenue size | | • | | | Executive Positions | Similar positions in breadth, complexity, and scope of responsibility | | • | | | Talent | Competition for executive talent |
BENCHMARKING AND PEER SURVEY DATA FOR 2025 COMPENSATION
Based on these attributes, the HR Committee approved the following companies as our Peer Group for use in benchmarking 2025 compensation:
BENCHMARKING AND PEER SURVEY DATA FOR 2025 COMPENSATION
| Carpenter Technology Corporation | Flowserve Corporation | Knife River Corporation | | Chart Industries, Inc. | Gibraltar Industries, Inc. | Martin Marietta Materials, Inc. | | Commercial Metals Company | Graco Inc. | Nordson Corporation | | Construction Partners, Inc. | Arcosa Peer Companies | Sterling Infrastructure, Inc. | | Dycom Industries, Inc. | | Summit Materials, Inc.* | | Eagle Materials Inc. | Granite Construction Incorporated | Valmont Industries, Inc. | | Enpro Inc. | ITT Inc. | Vulcan Materials Company | | ESAB Corporation | Kirby Corporation | Watts Water Technologies, Inc. |
BENCHMARKING AND PEER SURVEY DATA FOR 2025 COMPENSATION
*Summit Materials, Inc. was acquired by Quikrete Holdings, Inc. on February 10, 2025. 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 2024, the HR Committee reviewed benchmarking analyses for each NEO and other key executives based on the Peer Survey Data in developing 2025 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 2025 Peer Group.
BENCHMARKING AND PEER SURVEY DATA FOR 2025 COMPENSATION
| | 39 |
BENCHMARKING AND PEER SURVEY DATA FOR 2025 COMPENSATION
| Executive Compensation | Table of Contents |
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 2026, 2027, and 2028. | | 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 if 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 2025 annual target total compensation mix. | | | | | | | |
2025 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 | 1,250,000 | 4,800,000 | 7,050,000 | | Gail M. Peck | 600,000 | 450,000 | 990,000 | 2,040,000 | | Kerry S. Cole | 521,900 | 365,330 | 678,470 | 1,565,700 | | Jesse E. Collins, Jr. | 477,500 | 334,250 | 620,750 | 1,432,500 | | Reid S. Essl | 590,000 | 442,500 | 885,000 | 1,917,500 | | Bryan P. Stevenson | 503,000 | 352,100 | 653,900 | 1,509,000 |
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:
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 | 25% | Group Adjusted EBITDA Margin | 25% | | Leverage | 15% | Leverage | 15% | | Execution of Strategic Initiatives | 10% | Execution of Strategic Initiatives | 10% |
ANNUAL INCENTIVE COMPENSATION
2025 payouts for each of the performance metrics are calculated from the actual performance of Arcosa, at the enterprise level, with the exception of the measurement of the Group Adjusted EBITDA and Adjusted EBITDA Margin, which is measured at the group level. 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:
ANNUAL INCENTIVE COMPENSATION
| Strategic Initiatives | •Progress on ARC100 safety culture, including ALIVE (SIF mitigation rollout) •Continued focus on social responsibility in the areas we operate •Continuing to advance high environmental compliance standards •Progress on talent development activities that drive collaboration and retention •Continued engagement of our shareholder community •Driving healthy business ethics and compliance behaviors enterprise-wide |
ANNUAL INCENTIVE COMPENSATION
| 42 | |
ANNUAL INCENTIVE COMPENSATION
| Table of Contents | Executive Compensation |
ANNUAL INCENTIVE COMPENSATION
The HR Committee approved the following 2025 target AIP opportunities, as compared to the target opportunities under the AIP for 2024, for each NEO based on such officer’s position and experience:
ANNUAL INCENTIVE COMPENSATION
| | 2024 | | 2025 | | | Named Executive Officer | Target Annual Incentive Opportunity ($) | % of Annual Base Salary Rate | Target Annual Incentive Opportunity ($) | % of Annual Base Salary Rate | | Antonio Carrillo | 1,100,000 | 110% | 1,250,000 | 125% | | Gail M. Peck | 382,200 | 70% | 450,000 | 75% | | Kerry S. Cole | 351,260 | 70% | 365,330 | 70% | | Jesse E. Collins, Jr. | 315,350 | 70% | 334,250 | 70% | | Reid S. Essl | 374,920 | 70% | 442,500 | 75% | | Bryan P. Stevenson | 338,520 | 70% | 352,100 | 70% |
ANNUAL INCENTIVE COMPENSATION
The following table reflects the financial metrics evaluated at an enterprise level approved by the HR Committee for Messrs. Carrillo and Stevenson and Ms. Peck as well as the actual results for 2025.
ANNUAL INCENTIVE COMPENSATION
| Corporate AIP | Metric Weight | Threshold (20%) | Target (100%) | Maximum (200%) | 2025 Actual | 2025 Payout % | Weighted Payout | | Enterprise Adjusted EBITDA ($M) | 50% | $479.2 | $563.7 | $620.1 | $583.3 | 135% | 67% | | Enterprise Adjusted EBITDA Margin | 25% | 18.1% | 19.3% | 20.6% | 20.2% | 172% | 43% | | Leverage | 15% | 3.00x | 2.75x | 2.50x | 2.27x | 200% | 30% | | Execution of Strategic Initiatives(1) | 10% | 20% | 100% | 200% | 150% | 150% | 15% | | Total | | | | | | | 155% |
ANNUAL INCENTIVE COMPENSATION
(1) Execution of Strategic Initiatives is evaluated at the discretion of the HR Committee. The following table reflects the financial metrics evaluated on the performance of the Natural Aggregates, Recycled Aggregates, and Specialty Materials businesses approved by the HR Committee for Mr. Essl as well as the actual results for 2025.
ANNUAL INCENTIVE COMPENSATION
| Group President Plan A (Reid Essl) | Metric Weight | Threshold (20%) | Target (100%) | Maximum (200%) | 2025 Actual | 2025 Payout % | Weighted Payout | | Group Adjusted EBITDA ($M) | 50% | $290.2 | $341.4 | $375.5 | $323.1 | 71% | 36% | | Freight Adjusted EBITDA Margin(1) | 25% | 29.0% | 30.1% | 30.8% | 29.8% | 80% | 20% | | Leverage | 15% | 3.00x | 2.75x | 2.50x | 2.27x | 200% | 30% | | Execution of Strategic Initiatives(2) | 10% | 20% | 100% | 200% | 150% | 150% | 15% | | Total | | | | | | | 101% |
ANNUAL INCENTIVE COMPENSATION
(1) We measure Freight Adjusted EBITDA Margin using Freight Adjusted Revenues.
ANNUAL INCENTIVE COMPENSATION
| | 43 |
ANNUAL INCENTIVE COMPENSATION
| Executive Compensation | Table of Contents |
ANNUAL INCENTIVE COMPENSATION
The following table reflects the financial metrics evaluated on the performance of the Utility and related structures, and Marine Products businesses approved by the HR Committee for Mr. Cole as well as the actual results for 2025.
ANNUAL INCENTIVE COMPENSATION
| Group President Plan B (Kerry Cole) | Metric Weight | Threshold (20%) | Target (100%) | Maximum (200%) | 2025 Actual | 2025 Payout % | Weighted Payout | | Group Adjusted EBITDA ($M) | 50% | $154.1 | $181.3 | $199.4 | $208.4 | 200% | 100% | | Group Adjusted EBITDA Margin | 25% | 14.1% | 15.5% | 16.6% | 17.1% | 200% | 50% | | Leverage | 15% | 3.00x | 2.75x | 2.50x | 2.27x | 200% | 30% | | Execution of Strategic Initiatives(1) | 10% | 20% | 100% | 200% | 150% | 150% | 15% | | Total | | | | | | | 195% |
ANNUAL INCENTIVE COMPENSATION
(1) Execution of Strategic Initiatives is evaluated at the discretion of the HR Committee. The following table reflects the financial metrics evaluated on the performance of the Wind Towers and Shoring Products businesses approved by the HR Committee for Mr. Collins as well as the actual results for 2025.
ANNUAL INCENTIVE COMPENSATION
| Group President Plan C (Jesse Collins) | Metric Weight | Threshold (20%) | Target (100%) | Maximum (200%) | 2025 Actual | 2025 Payout | Weighted Payout | | Group Adjusted EBITDA ($M) | 50% | $90.8 | $106.8 | $117.5 | $117.2 | 197% | 99% | | Group Adjusted EBITDA Margin | 25% | 19.5% | 20.9% | 23.5% | 24.1% | 200% | 50% | | Leverage | 15% | 3.00x | 2.75x | 2.50x | 2.27x | 200% | 30% | | Execution of Strategic Initiatives(1) | 10% | 20% | 100% | 200% | 150% | 150% | 15% | | Total | | | | | | | 194% |
ANNUAL INCENTIVE COMPENSATION
(1) Execution of Strategic Initiatives is evaluated at the discretion of the HR Committee. On February 23, 2026, the HR Committee, following consultation with the Compensation Consultant, approved an additional cash award of $88,500 for Mr. Essl to recognize his leadership in the successful integration of Stavola, strong performance from Stavola in 2025, and meaningful contributions toward achieving the Company's deleveraging goal ahead of schedule. The HR Committee determined that recognizing Mr. Essl for these accomplishments was in the best interest of the Company. For the Adjusted EBITDA, Adjusted EBITDA Margin, and Leverage 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 2025 could range from 0%-200% of the target. In February 2026, the HR Committee evaluated the Company's performance and certified 2025 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 "2025 Performance Highlights" section above for highlights of management's performance against these parameters considered in the payout of the 2025 AIP.
ANNUAL INCENTIVE COMPENSATION
| 44 | |
ANNUAL INCENTIVE COMPENSATION
| Table of Contents | Executive Compensation |
ANNUAL INCENTIVE COMPENSATION
Based on our actual performance and the review of the Execution of Strategic Initiatives, the HR Committee approved the following 2025 award payouts for the NEOs:
ANNUAL INCENTIVE COMPENSATION
| Named Executive Officer | 2025 Annual Incentive Compensation Total Payout | | | | % | ($) | | Antonio Carrillo | 155% | 1,937,500 | | Gail M. Peck | 155% | 697,500 | | Kerry S. Cole | 195% | 712,394 | | Jesse E. Collins, Jr. | 194% | 648,445 | | Reid S. Essl | 101% | 446,925 | | Bryan P. Stevenson | 155% | 545,755 |
2025 LONG-TERM INCENTIVE COMPENSATION
2025 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:
2025 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. |
2025 LONG-TERM INCENTIVE COMPENSATION
The NEOs' 2025 LTI awards consist of 60% PBRSUs for the performance period January 1, 2025 through December 31, 2027 and 40% TBRSUs. The 2025 LTI award opportunity details are as follows: Performance-Based Restricted Stock Units. 60% of each NEO’s target 2025 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:
2025 LONG-TERM INCENTIVE COMPENSATION
| | Weighting of Total Performance-Based Equity Award | | Average Pre-Tax Return on Capital | 30% | | Cumulative Adjusted Earnings per Share | 30% | | Relative Total Shareholder Return | 40% |
2025 LONG-TERM INCENTIVE COMPENSATION
| | 45 |
2025 LONG-TERM INCENTIVE COMPENSATION
| Executive Compensation | Table of Contents |
2025 LONG-TERM INCENTIVE COMPENSATION
The awards will settle in March 2028 following determination of results of the 2025-2027 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. On February 24, 2025, the HR Committee, following consultation with the Compensation Consultant, approved recognition grants to Ms. Peck, Mr. Essl, and Mr. Stevenson to recognize the successful close of the Stavola acquisition. The recognition grants for Ms. Peck and Mr. Essl, each comprised of 4,342 PBRSUs with a grant date value of $400,000, will vest in March 2028 following determination of the results of the 2025-2027 performance period. Mr. Stevenson's award was comprised of 3,257 PBRSUs with a grant date value of $300,000 and will also vest in March 2028 following determination of the results of the 2025-2027 performance period. The HR Committee determined that recognizing Ms. Peck, Mr. Essl, and Mr. Stevenson, who are valuable members of the senior executive team and served a critical role in closing the Stavola acquisition, was in the Company's best interest. The HR Committee, working with the Compensation Consultant, designed the payout of the recognition grants to motivate Ms. Peck, Mr. Essl, and Mr. Stevenson to continue their considerable efforts in their respective roles. Time-Based Restricted Stock Units. 40% of the target 2025 LTI award opportunity was made in the form of TBRSUs to promote long-term executive retention and alignment with shareholders. On March 15, 2026, 33 1/3% of the TBRSUs vested. The remaining TBRSUs vest 33 1/3% on each of March 15, 2027 and March 15, 2028, 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 2025 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 February 2025 was calculated by dividing the target value for each NEO by our closing stock price on the grant dates of February 24, 2025 ($92.15 per share) and February 25, 2025 ($92.92 per share).
2025 LONG-TERM INCENTIVE COMPENSATION
| Named Executive Officer | Target Value of Time-Based Restricted Stock Units ($) | Target Value of Performance-Based Restricted Stock Units ($) | Total Target Value of LTI Award ($) | | Antonio Carrillo | 1,920,000 | 2,880,000 | 4,800,000 | | Gail M. Peck | 396,000 | 594,000 | 990,000 | | Kerry S. Cole | 271,388 | 407,082 | 678,470 | | Jesse E. Collins, Jr. | 248,300 | 372,450 | 620,750 | | Reid S. Essl | 354,000 | 531,000 | 885,000 | | Bryan P. Stevenson | 261,560 | 392,340 | 653,900 |
2025 LONG-TERM INCENTIVE COMPENSATION
| 46 | |
2025 LONG-TERM INCENTIVE COMPENSATION
| Table of Contents | Executive Compensation |
2023-2025 PERFORMANCE-BASED RESTRICTED STOCK UNITS
2023-2025 PERFORMANCE-BASED RESTRICTED STOCK UNITS In March 2023, each of the NEOs received an annual LTI award opportunity, which included a grant of 2023-2025 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 2023-2025 performance period. * See Annex A for a reconciliation of Non-GAAP measures to the most comparable GAAP measures. In February 2026, the HR Committee approved the 2023-2025 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 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 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 2023-2025 PBRSUs vested and settled in shares of Common Stock on March 15, 2026, resulting in a payout of 184.0% of target as illustrated in the following table:
2023-2025 PERFORMANCE-BASED RESTRICTED STOCK UNITS
| | 47 |
2023-2025 PERFORMANCE-BASED RESTRICTED STOCK UNITS
| Executive Compensation | Table of Contents |
2023-2025 PERFORMANCE-BASED RESTRICTED STOCK UNITS
| | Arcosa 2023-2025 Performance-Based Restricted Stock Units | | | | | | Named Executive Officer | Target Units | | Payout Percentage | | Final Unit Payout | | Antonio Carrillo | 39,208 | × | 184.0% | = | 72,142 | | Gail M. Peck | 8,193 | × | 184.0% | = | 15,075 | | Kerry S. Cole | 6,120 | × | 184.0% | = | 11,260 | | Jesse E. Collins, Jr. | 5,389 | × | 184.0% | = | 9,915 | | Reid S. Essl | 7,033 | × | 184.0% | = | 12,940 | | Bryan P. Stevenson | 4,989 | × | 184.0% | = | 9,179 |
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, which was amended and restated on February 24, 2026. 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 or one for all other participants; plus (ii) a prorated annual incentive bonus for the year in which the termination occurs based on (x) target performance if less than 50% of the performance period has elapsed, and (y) if 50% or more of the performance period has elapsed, the greater of (1) target or (2) actual performance; •all then-outstanding and unvested equity awards that were granted on or after December 6, 2018 will become 100% vested;
CHANGE IN CONTROL SEVERANCE PLAN
| 48 | |
CHANGE IN CONTROL SEVERANCE PLAN
| Table of Contents | Executive Compensation |
CHANGE IN CONTROL SEVERANCE PLAN
•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 we are 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.
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.
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.
DEFINITION OF NON-GAAP AND OTHER PERFORMANCE MEASURES USED IN THE CD&A
| | 49 |
DEFINITION OF NON-GAAP AND OTHER PERFORMANCE MEASURES USED IN THE CD&A
| Executive Compensation | Table of Contents |
DEFINITION OF NON-GAAP AND OTHER PERFORMANCE MEASURES USED IN THE CD&A
•Adjusted EBITDA Margin: Adjusted EBITDA divided by Revenues. •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, and any other adjustments the HR Committee deems appropriate. •Execution of Strategic Initiatives: measured holistically by progress in identified strategic initiatives. •Freight-Adjusted Revenues: aggregates revenues less freight and delivery, which are pass-through activities, and other revenues, which are largely service related. •Freight-Adjusted EBITDA Margin: Adjusted EBITDA divided by Freight-Adjusted Revenues. •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, and any other adjustments the HR Committee deems appropriate. •Group Adjusted EBITDA Margin: Group Adjusted EBITDA divided by Group Revenues. •Leverage: Net Debt divided by Adjusted EBITDA. •Net Debt: Total debt less cash and cash equivalents as reported on the Company's balance sheet, in each case as approved by the HR Committee, and any other adjustments the HR Committee deems appropriate. •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.
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, 2025, 2024, and 2023.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(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 | 2025 | 1,000,000 | — | 5,127,741 | 1,937,500 | — | 26,975 | 8,092,216 | | | 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 | | Gail M. Peck Chief Financial Officer | 2025 | 600,000 | — | 1,507,663 | 697,500 | — | 21,000 | 2,826,163 | | | 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 | | Kerry S. Cole Group President | 2025 | 521,900 | — | 726,775 | 712,394 | — | 21,000 | 1,982,069 | | | 2024 | 501,800 | — | 685,096 | 442,588 | — | 20,700 | 1,650,184 | | | 2023 | 482,500 | — | 653,894 | 303,975 | — | 19,800 | 1,460,169 | | Jesse E. Collins, Jr. Group President | 2025 | 477,500 | — | 664,889 | 648,445 | — | 21,000 | 1,811,834 | | | 2024 | 450,500 | — | 614,975 | 589,705 | — | 20,668 | 1,675,848 | | | 2023 | 425,000 | — | 575,815 | 467,075 | — | 19,800 | 1,487,690 | | Reid S. Essl Group President | 2025 | 590,000 | 88,500 | 1,395,158 | 446,925 | — | 21,000 | 2,541,583 | | | 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 | | Bryan P. Stevenson Chief Legal Officer | 2025 | 503,000 | — | 1,036,004 | 545,755 | — | 21,000 | 2,105,759 | | | 2024 | 483,600 | — | 609,412 | 541,632 | — | 19,838 | 1,654,482 | | | 2023 | 465,000 | — | 533,057 | 387,345 | — | 19,800 | 1,405,202 |
SUMMARY COMPENSATION TABLE
(1) Amount reported for Mr. Essl represents a recognition award. See "Compensation Discussion and Analysis." (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 12 of Item 8 of the 2025 Annual Report. Amounts for PBRSUs are included at target value. The potential maximum values (200% of target) for the 2025-2027 PBRSUs are for Messrs. Carrillo, $6,415,470; Cole, $910,602; Collins, $833,090; Essl, $2,082,236; and Stevenson, $1,548,780; and Ms. Peck, $2,223,204. Ms. Peck's and Messrs. Essl and Stevenson's stock awards include a recognition award. See "Compensation Discussion and Analysis." The increase in the 2025 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 $21,000. For Mr. Carrillo, amounts in 2025 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, and a matching contribution by Arcosa in his name pursuant to Arcosa’s matching gifts program. The maximum annual contribution that may be matched under the program is $5,000 per year, per director.
SUMMARY COMPENSATION TABLE
| | 51 |
SUMMARY COMPENSATION TABLE
| Executive Compensation | Table of Contents |
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS The following table summarizes the 2025 equity and non-equity plan-based awards granted to the NEOs.
GRANTS OF PLAN-BASED AWARDS
| | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards Number of Shares of Stock or Awards (#)(4) | Grant Date Fair Value of Stock Awards ($)(5) | | Name | Grant Date(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Antonio Carrillo | | | | | | | | | | | AIP | | 250,000 | 1,250,000 | 2,500,000 | | | | | | | Performance-Based RSUs | 2/25/2025 | | | | — | 30,995 | 61,990 | | 3,207,735 | | Time-Based RSUs | 2/25/2025 | | | | | | | 20,663 | 1,920,006 | | Gail M. Peck | | | | | | | | | | | AIP | | 90,000 | 450,000 | 900,000 | | | | | | | Performance-Based RSUs | 2/24/2025 | | | | — | 6,447 | 12,894 | | 664,240 | | Performance-Based RSUs(6) | 2/24/2025 | | | | — | 4,342 | 8,684 | | 447,362 | | Time-Based RSUs | 2/24/2025 | | | | | | | 4,298 | 396,061 | | Kerry S. Cole | | | | | | | | | | | AIP | | 73,066 | 365,330 | 730,660 | | | | | | | Performance-Based RSUs | 2/24/2025 | | | | — | 4,419 | 8,838 | | 455,301 | | Time-Based RSUs | 2/24/2025 | | | | | | | 2,946 | 271,474 | | Jesse E. Collins, Jr. | | | | | | | | | | | AIP | | 66,850 | 334,250 | 668,500 | | | | | | | Performance-Based RSUs | 2/24/2025 | | | | — | 4,043 | 8,086 | | 416,545 | | Time-Based RSUs | 2/24/2025 | | | | | | | 2,695 | 248,344 | | Reid S. Essl | | | | | | | | | | | AIP | | 88,500 | 442,500 | 885,000 | | | | | | | Performance-Based RSUs | 2/24/2025 | | | | — | 5,763 | 11,526 | | 593,756 | | Performance-Based RSUs(6) | 2/24/2025 | | | | — | 4,342 | 8,684 | | 447,362 | | Time-Based RSUs | 2/24/2025 | | | | | | | 3,842 | 354,040 | | Bryan P. Stevenson | | | | | | | | | | | AIP | | 70,420 | 352,100 | 704,200 | | | | | | | Performance-Based RSUs | 2/24/2025 | | | | — | 4,259 | 8,518 | | 438,816 | | Performance-Based RSUs(6) | 2/24/2025 | | | | — | 3,257 | 6,514 | | 335,574 | | Time-Based RSUs | 2/24/2025 | | | | | | | 2,839 | 261,614 |
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 2025 AIP for attainment of specified performance goals. Actual amounts earned were paid in March 2026 and are disclosed in the 2025 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."
GRANTS OF PLAN-BASED AWARDS
| 52 | |
GRANTS OF PLAN-BASED AWARDS
| Table of Contents | Executive Compensation |
GRANTS OF PLAN-BASED AWARDS
(3) Represents the potential number of PBRSUs of Arcosa that could be earned based on financial performance and TSR for 2025 through 2027. Actual amounts of PBRSUs will vest and settle in shares of Common Stock on March 15, 2028, 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." (4) Represents TBRSUs of Arcosa, of which 33 1/3% vested on March 15, 2026, and the remaining TBRSUs vesting 33 1/3% on each of March 15, 2027 and March 15, 2028, 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. (6) Ms. Peck's and Messrs. Essl and Mr. Stevenson's additional Performance-Based RSUs represent a one-time recognition award. See "Compensation Discussion and Analysis."
DISCUSSION REGARDING SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS
DISCUSSION REGARDING SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS In 2025, 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% vested on March 15, 2026, and the remaining TBRSUs vesting 33 1/3% on each of March 15, 2027 and March 15, 2028, 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 2025-2027 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, 2028. During the vesting period, recipients do not earn dividends on, and are not entitled to vote with respect to, the PBRSUs. See "2025 Annual Compensation Determination—2025 Long-Term Incentive Compensation" under "Compensation Discussion and Analysis" above for a description of the terms of 2025 LTI compensation. In the "Grants of Plan-Based Awards" table, the estimates for future payouts under the 2025 AIP awards represent potential payments of annual incentive compensation for 2025 based on achievement of specified performance metrics. See "2025 Annual Compensation Determination—Annual Incentive Compensation" under "Compensation Discussion and Analysis" above for a description of the 2025 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 2025, 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 $21,000. See "Compensation Discussion and Analysis—Other Compensation Plans—Post-Employment Benefits."
OUTSTANDING EQUITY AWARDS AT YEAR-END
OUTSTANDING EQUITY AWARDS AT YEAR-END The following table summarizes as of December 31, 2025, 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, 2025, which was $106.32 for Arcosa (stock ticker "ACA") and $26.44 for our Former Parent (stock ticker "TRN").
OUTSTANDING EQUITY AWARDS AT YEAR-END
| | 53 |
OUTSTANDING EQUITY AWARDS AT YEAR-END
| Executive Compensation | Table of Contents |
OUTSTANDING EQUITY AWARDS AT YEAR-END
| Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 | 65,704(1) | 5,610,595(1) | 30,103(3) | 3,200,551(3) | | | 72,142(2) | 7,670,137(2) | 30,995(4) | 3,295,388(4) | | Gail M. Peck | 41,321(1) | 3,434,769(1) | 6,117(3) | 650,359(3) | | | 15,075(2) | 1,602,774(2) | 10,789(4) | 1,147,086(4) | | Kerry S. Cole | 19,668(1) | 1,292,302(1) | 4,568(3) | 485,670(3) | | | 11,260(2) | 1,197,163(2) | 4,419(4) | 469,828(4) | | Jesse E. Collins, Jr. | 5,714(1) | 607,512(1) | 4,100(3) | 435,912(3) | | | 9,915(2) | 1,054,163(2) | 4,043(4) | 429,852(4) | | Reid S. Essl | 36,221(1) | 3,132,177(1) | 5,250(3) | 558,180(3) | | | 12,940(2) | 1,375,781(2) | 10,105(4) | 1,074,364(4) | | Bryan P. Stevenson | 5,753(1) | 611,659(1) | 4,063(3) | 431,978(3) | | | 9,179(2) | 975,911(2) | 7,516(4) | 799,101(4) |
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:
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 (#) | | 3/15/2026 | 22,290 | — | 4,612 | — | 3,357 | — | 3,007 | — | 4,010 | — | 2,958 | — | | 5/15/2026 | — | — | 6,608 | 3,333 | 666 | 2,000 | — | — | 5,608 | 333 | — | — | | 3/15/2027 | 13,577 | — | 2,792 | — | 1,997 | — | 1,809 | — | 2,447 | — | 1,849 | — | | 5/15/2027 | — | — | 11,657 | 2,000 | — | — | — | — | 11,213 | 666 | — | — | | 3/15/2028 | 6,887 | — | 1,432 | — | 982 | — | 898 | — | 1,280 | — | 946 | — | | 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 | — | — | — | — | — | — |
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 2023-2025 PBRSUs that vested and settled in shares of Common Stock on March 15, 2026 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—2025 Annual Compensation Determination—2023-2025 Performance-Based Restricted Stock Unit Awards."
OUTSTANDING EQUITY AWARDS AT YEAR-END
| 54 | |
OUTSTANDING EQUITY AWARDS AT YEAR-END
| Table of Contents | Executive Compensation |
OUTSTANDING EQUITY AWARDS AT YEAR-END
(3) 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. (4) Represents the target number or value, as applicable, of 2025-2027 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, 2028 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—2025 Annual Compensation Determination—2025 Long-Term Incentive Compensation."
STOCK VESTED IN 2025
STOCK VESTED IN 2025 The following table summarizes for the NEOs in 2025 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 2025. As of December 31, 2025, Arcosa had no stock options outstanding.
STOCK VESTED IN 2025
| Name | | Stock Awards | | | | Stock Ticker | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Antonio Carrillo | ACA | 103,064 | 8,981,581 | | Gail M. Peck | ACA | 27,040 | 2,362,947 | | Kerry S. Cole | ACA | 16,653 | 1,452,101 | | Jesse E. Collins, Jr. | ACA | 14,669 | 1,278,964 | | Reid S. Essl | ACA | 23,501 | 2,053,948 | | | TRN | 333 | 8,974 | | Bryan P. Stevenson | ACA | 12,437 | 1,082,667 |
STOCK VESTED IN 2025
(1) The amounts shown are calculated based on the closing stock price of Common Stock on the date of vesting.
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 2025, 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.
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 | — | 50,688 | — | 578,262 | | Gail M. Peck | — | 28,658 | — | 705,747 | | Kerry S. Cole | — | 93,776 | — | 600,785 | | Jesse E. Collins, Jr. | — | — | — | — | | Reid S. Essl | — | 146,219 | — | 924,543 | | Bryan P. Stevenson | — | — | — | — |
NONQUALIFIED DEFERRED COMPENSATION
(1) The NEOs did not have any salary or incentive compensation deferrals to the Deferred Compensation Plan in 2025. (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 the Deferred Compensation Plan in the aggregate that are reported in the Summary Compensation Table for Mr. Essl, $93,248 in 2024 and $77,377 in 2023.
NONQUALIFIED DEFERRED COMPENSATION
| | 55 |
NONQUALIFIED DEFERRED COMPENSATION
| Executive Compensation | Table of Contents |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
CHANGE IN CONTROL
| CEO Pay Ratio |
CHANGE IN CONTROL
| Pay Versus Performance |
CHANGE IN CONTROL
| | Summary Compensation Table Total to PEO ($)(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) ($) | | | | 2025 | 8,092,216 | 10,588,863 | 2,253,482 | 2,822,713 | 196 | 239 | 208,400,000 | 583,300,000 | | 2024 | 7,296,479 | 13,935,808 | 1,806,200 | 3,061,030 | 178 | 217 | 93,700,000 | 447,000,000 | | 2023 | 6,474,120 | 16,822,141 | 2,192,382 | 3,890,255 | 152 | 174 | 159,200,000 | 367,600,000 | | 2022 | 6,322,796 | 8,628,851 | 1,540,270 | 1,742,629 | 100 | 115 | 245,800,000 | 325,100,000 | | 2021 | 5,632,354 | 6,069,101 | 1,041,392 | 811,732 | 96 | 144 | 69,600,000 | 283,300,000 |
CHANGE IN CONTROL
| Table of Contents | Pay Versus Performance |
Most Important Measures to Determine 2025 Compensation Actually Paid
Most Important Measures to Determine 2025 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 2025, please see the discussion in our "Compensation Discussion and Analysis" in the "Annual Incentive Compensation" and "2025 Long-Term Incentive Compensation" sections.
Most Important Measures to Determine 2025 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 |
Most Important Measures to Determine 2025 Compensation Actually Paid
Company Selected Measure
Relationship Between CAP and Financial Measures
| Pay Versus Performance | Table of Contents |
Relationship Between CAP and Financial Measures
| Director Compensation |
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) | | | $2,000 | Ad hoc or special assignment work performed for or at the request of the CEO, per diem |
Relationship Between CAP and Financial Measures
| Director Compensation | Table of Contents |
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Joseph Alvarado | 130,000 | 140,013 | — | 5,000 | 275,013 | | Rhys J. Best | 230,000 | 140,013 | — | — | 370,013 | | Jeffrey A. Craig | 130,000 | 140,013 | — | — | 270,013 | | Steven J. Demetriou | 110,000 | 140,013 | — | — | 250,013 | | John W. Lindsay | 110,000 | 140,013 | — | 1,477 | 251,490 | | Kimberly S. Lubel | 110,000 | 140,013 | — | 5,000 | 255,013 | | Julie A. Piggott | 110,000 | 140,013 | — | 4,500 | 254,513 | | Melanie M. Trent | 125,000 | 140,013 | — | 5,000 | 270,013 |
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 14, 2025 that will vest on May 14, 2026. 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 12 of Item 8 of the 2025 Annual Report. (3) As of December 31, 2025, the directors held Arcosa restricted stock and restricted stock units totaling as follows: Messrs. Alvarado, 1,581; Best, 34,424; Craig, 1,581; Demetriou, 4,972; and Lindsay, 10,938; and Mses. Lubel, 1,581; Piggott, 7,342; and Trent, 11,241. 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, 2025, Mr. Best held 69,970 deferred restricted stock units of our Former Parent. (4) In 2025, 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 the program is $5,000 per individual. Also includes dividend equivalents earned on phantom stock units for Mr. Lindsay.
DIRECTOR COMPENSATION TABLE
| 64 | |
DIRECTOR COMPENSATION TABLE
| Proposal Three 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, 2026. 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, 2026. |
DIRECTOR COMPENSATION TABLE
| | 65 |
DIRECTOR COMPENSATION TABLE
| Proposal Three | Table of Contents |

DEF 14A of Arcosa, Inc.

Mark J. Elmore

CEO

OTHER NEOS

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Skills Matrix

Director Skills Matrix

Director Skills Matrix

Director Skills Matrix

Director Skills Matrix

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Board Leadership Structure

Board Leadership Structure

Board Leadership Structure

The Role of the Compensation Consultant

2025 COMPENSATION PROGRAM PHILOSOPHY

ANNUAL INCENTIVE PROGRAM

ANNUAL INCENTIVE PROGRAM

ANNUAL INCENTIVE PROGRAM

ANNUAL INCENTIVE PROGRAM

ANNUAL INCENTIVE PROGRAM

ANNUAL INCENTIVE PROGRAM

LONG-TERM INCENTIVE PROGRAM

LONG-TERM INCENTIVE PROGRAM

LONG-TERM INCENTIVE PROGRAM

Our Compensation Policies and Practices

Our Compensation Policies and Practices

Our Compensation Policies and Practices

Compensation Approach and Benchmarking

COMPENSATION APPROACH

COMPENSATION APPROACH

BENCHMARKING AND PEER SURVEY DATA FOR 2025 COMPENSATION

BENCHMARKING AND PEER SURVEY DATA FOR 2025 COMPENSATION

BENCHMARKING AND PEER SURVEY DATA FOR 2025 COMPENSATION

BENCHMARKING AND PEER SURVEY DATA FOR 2025 COMPENSATION

BENCHMARKING AND PEER SURVEY DATA FOR 2025 COMPENSATION

BENCHMARKING AND PEER SURVEY DATA FOR 2025 COMPENSATION

BENCHMARKING AND PEER SURVEY DATA FOR 2025 COMPENSATION

Components of Compensation and Target Compensation Mix

2025 Annual Target Total Compensation Opportunities

ANNUAL INCENTIVE COMPENSATION

ANNUAL INCENTIVE COMPENSATION

ANNUAL INCENTIVE COMPENSATION

ANNUAL INCENTIVE COMPENSATION

ANNUAL INCENTIVE COMPENSATION

ANNUAL INCENTIVE COMPENSATION

ANNUAL INCENTIVE COMPENSATION

ANNUAL INCENTIVE COMPENSATION