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| | WHEN IS THE MEETING? | |
| | Wednesday, May 3, 2023, at 9:00 a.m., Central Time HOW DO I ACCESS THE VIRTUAL MEETING? | |
| | Log in at https://www.viewproxy.com/Primoris/ | |
| | WHO CAN VOTE? | |
| | Only stockholders that owned shares of our Common Stock at the close of business on March 13, 2023 are entitled to vote | |
| | • Register at https://www.viewproxy.com/Primoris/ | |
| | • On the day of the Annual Meeting, if you have properly registered, you may enter the Annual Meeting by logging in at https:// | |
| | • If you wish to vote your shares electronically at the Annual Meeting, you will need to visit the link provided during the Annual Meeting while the polls are open, and you will need your control number found on your proxy card. | |
| | • Obtain a legal proxy from your broker, bank, or other nominee. | |
| | • Register at https://www.viewproxy.com/Primoris/ | |
| | • On the day of the Annual Meeting, if you have properly registered, you may enter the Annual Meeting by logging in at https:// | |
| | • If you wish to vote your shares electronically at the Annual Meeting, you will need to visit the link provided during the Annual Meeting while the polls are open, and you will need your virtual control number assigned to you in the registration confirmation email. | |
| | | By Order of the Board of Directors, | | |
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| John M. Perisich Executive Vice President, Chief Legal Officer and Secretary | |
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| Voting Matter | | | Board Voting Recommendation | |
| Proposal 1: Election of Directors The Board believes that each of the director nominees possess the right set of skills, experience and background necessary to oversee our business and protect the interests of shareholders. | | | FOR each nominee (see page | |
| Proposal 2: Advisory, Non-Binding Vote Approving the Company’s Named Executive Officer Compensation The Board and the Compensation Committee believe that compensation policies and procedures are competitive and strongly aligned with the long-term interest of our stockholders. | | | FOR | |
| Proposal 3: Advisory, Non-Binding Vote Approving the Frequency of Advisory Votes on Named Executive Officer Compensation Stockholders will have the opportunity to cast an advisory vote on whether the stockholder vote on executive compensation should occur every three years, two years or one year. | | | EVERY YEAR | |
| Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm The Board and the Audit Committee believe that the retention of Moss Adams LLP is in the best interests of the Company and its stockholders. | | | FOR | |
| Proposal The Board believes | | | FOR | |
2023 PROXY STATEMENT | PRIMORIS | 1 |
| | | | Online | | | | | | Vote by Mail | | | | | | Changing your vote after returning your proxy card | | | ||||||||||
| | Stockholders of Record | | | | | | | | | | | ||||||||||||||||
| | Before the Meeting: Have your proxy card available and access www.cstproxyvote.com then follow the prompts to vote your shares. During the Meeting: If you have properly registered, you may enter the Annual Meeting by logging in at https:// You can then vote via the link provided during the Annual Meeting while the polls are open. You will need your control number found on your proxy card | | | | Please complete and properly sign and date the accompanying proxy card and return it to the Transfer Agent in the accompanying pre-addressed envelope. | | | | You can revoke your proxy before it is exercised at the meeting by: • delivering written notice of revocation of the proxy to our Secretary prior to the Annual Meeting; • executing and delivering a later dated proxy card to our Secretary; or • attending and voting | | | ||||||||||||||||
| | Beneficial Owners | | | | | | | | | | | ||||||||||||||||
| | Before the Meeting: Have your voting instructions form available and access www.cstproxyvote.com then follow the prompts to vote your shares. During the Meeting: After obtaining a legal proxy from your broker, bank or other nominee and then after properly registering, you may enter the Annual Meeting by logging in at https:// You can then vote via the link provided during the Annual Meeting while the polls are open. You will need your virtual control number | | | | Please follow the instructions provided by your broker, bank or nominee. You may vote by mail by completing, signing and dating the voting instruction card provided by your broker, bank or nominee and mailing the card to such entities in the accompanying pre-addressed envelopes. | | | | You may submit new voting instructions by contacting your broker, bank or other nominee. You may also vote at the Annual Meeting. | | |
| | | | | | | CORPORATE PROFILE | | | | | | |
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| | | | | Primoris Services Corporation is a leading specialty contractor providing critical infrastructure services to the utility | | | | | | |||
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2 | PRIMORIS | 2023 PROXY STATEMENT |
| | | | | | | OUR HISTORY | | | | | | |
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| | | | | The Company’s roots go back to 1960 with the founding of ARB, Inc. (“ARB”), a Bakersfield, California, pipeline construction company. ARB Primoris was formed in 2003 and | | | | | | |||
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| | | | | | | OUR PEOPLE | | | | | | |
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| | | | | Because Primoris believes that its employees are the most valuable resource in successfully completing its projects, the Company employs a dynamic mix of people to create the strongest company possible. As of December 31, One of Primoris’ core values is to provide a safe and healthy workplace for its people. Safety, industrial hygiene, and loss prevention are the direct responsibility of all members of management, and employees receive the appropriate training, equipment, and other resources necessary to complete assigned tasks in a safe and efficient manner. Primoris prides itself on above-average workplace safety. Total Recordable Incident Rate (“TRIR”) tracks the total number of workplace safety incidents, reported as the number of workplace safety incidents per 100 full-time workers during a one-year period. For the year ended December 31, | | | | | | |||
| | | | |
PRIMORIS | 3 |
| Primoris | |
| The Company’s revenue for | |
| Primoris entered | |
2023 PROXY STATEMENT |
| The goal of our compensation program is to align compensation so that the entire management team is committed to the Company’s corporate objectives of achieving both near- and long-term profitable growth without encouraging or rewarding excessive risk taking. | |
| | | What We Do Have | |
| | • | | | Performance-based cash and equity incentives | | |||
| | • | | | | ||||
| | • | | | Ability to clawback compensation in the event of an accounting restatement which resulted from gross negligence or misconduct | | |||
| | • | | | Stock ownership guidelines for executive officers and directors | | |||
| | • | | | Independent compensation consultant engaged by the Compensation Committee | | |||
| | • | | | All directors on the Compensation Committee are independent | |
| | | What We Don’t Have | |
| | • | | | No additional retirement benefits are afforded our executives that are not provided to all employees | |
| | • | | | No speculative transactions are allowed amongst directors and executive officers | |
| | • | | | No excessive perquisites | |
| | • | | | No strict benchmarking of compensation to a specific percentile of our peer group | |
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PRIMORIS | 5 |
| | | Separate CEO and Chairman of the Board roles | | | | | Succession Planning Process | | ||
| | | All committees are chaired by an independent director | | | | | Stock Ownership Guidelines for Directors and Officers | | ||
| | | Annual Board and Committee Evaluation | | | | | Clawback Policy | | ||
| | | No interlocking relationships exist between members of our Board and members of any other board | | | | | Mandatory Board retirement age of 75 | | ||
| | | Board Risk Oversight | | | | | Corporate code of conduct | |
| Independence | | | Tenure | | | Age | | | Gender and Ethnic Diversity | |
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| | | | | | | | | | | | | | COMMITTEES | | | | | | | | | | | | | | | COMMITTEES | | ||||||||||||||||||||||||||||||||||||||||||||||
| Director and Principal Occupation | | Age | | Director Since | | Audit | | Compensation | | Nominating and Corporate Governance | | Strategy and Risk | | Director and Principal Occupation | | Age | | Director Since | | Audit | | Compensation | | Nominating and Corporate Governance | | Strategy and Risk | | ||||||||||||||||||||||||||||||||||||||||||||||||
| Michael E. Ching Global Head of Investment Research practice, Evaluserve | | | | 59 | | | | | N/A | | | | | | | | | | | | | | | | | | | | | | | | Michael E. Ching Global Head of Investment Research practice, Evalueserve | | | | 60 | | | | | 2022 | | | | | | M | | | | | | | | | | | | | | | M | | | ||||||||||
| Stephen C. Cook (Lead Independent Director) President and principal stockholder, Fieldstone Partners | | | | 72 | | | | | 2008 | | | | | | M | | | | | | | | | | M | | | | | M | | | Stephen C. Cook (Lead Independent Director) President and principal stockholder, Fieldstone Partners | | | | 73 | | | | | 2008 | | | | | | M | | | | | | | | | | M | | | | | M | | | ||||||||||
| David L. King (Chairman of the Board) Former Chief Executive Officer, Primoris Services Corporation | | | | 69 | | | | | 2015 | | | | | | | | | | | | | | | | | | | | | | | | David L. King (Chairman of the Board) Former Chief Executive Officer, Primoris Services Corporation | | | | 70 | | | | | 2015 | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| Carla S. Mashinski Chief Financial Officer, Cameron LNG | | | | 59 | | | | | 2019 | | | | | | C | | | | | M | | | | | | | | | | | | | Carla S. Mashinski Former Chief Financial Officer, Cameron LNG | | | | 60 | | | | | 2019 | | | | | | C | | | | | M | | | | | | | | | | | | | ||||||||||
| Terry D. McCallister Former Chief Executive Officer, Chairman WGL Holdings, Inc. and Washington Gas | | | | 66 | | | | | 2020 | | | | | | | | | | | | | | | | C | | | | | M | | | Terry D. McCallister Former Chief Executive Officer, Chairman WGL Holdings, Inc. and Washington Gas | | | | 67 | | | | | 2020 | | | | | | | | | | | | | | | | C | | | | | M | | | ||||||||||
| Thomas E. McCormick President and Chief Executive Officer, Primoris Services Corporation | | | | 59 | | | | | 2019 | | | | | | | | | | | | | | | | | | | | | | | | Thomas E. McCormick President and Chief Executive Officer, Primoris Services Corporation | | | | 60 | | | | | 2019 | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
| Jose R. Rodriguez Former Senior Audit Partner, KPMG LLP | | | | 63 | | | | | 2021 | | | | | | M | | | | | | | | | | M | | | | | | | | Jose R. Rodriguez Former Senior Audit Partner, KPMG LLP | | | | 64 | | | | | 2021 | | | | | | M | | | | | | | | | | M | | | | | | | | ||||||||||
| John P. Schauerman Former Chief Financial Officer, Primoris Services Corporation | | | | 65 | | | | | 2016 | | | | | | M | | | | | | | | | | | | | | | C | | | John P. Schauerman Former Chief Financial Officer, Primoris Services Corporation | | | | 66 | | | | | 2016 | | | | | | | | | | | M | | | | | | | | | | C | | | ||||||||||
| Patricia K. Wagner Former Group President of the United States Utilities Sempra Energy | | | | 59 | | | | | 2020 | | | | | | | | | | | C | | | | | | | | | | M | | | Patricia K. Wagner Former Group President of the United States Utilities Sempra Energy | | | | 60 | | | | | 2020 | | | | | | | | | | | C | | | | | | | | | | M | | |
2023 PROXY STATEMENT |
| | | | ENVIRONMENT | | | | | | | |
| | We are committed to reducing or eliminating negative environmental impacts wherever In terms of our own environmental impacts, we have implemented energy-efficient technology in many of our | | | | $ in new solar projects announced in | | | |||
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2023 PROXY STATEMENT | PRIMORIS | 7 |
| | | | SOCIAL | | | | | | | |
| | Our Diversity is We also practice good corporate citizenship through volunteerism and financial support. Through efforts such as donating food and toys to local organizations, working with schools and universities, and sponsoring and participating in charitable events, we connect, support, and engage with our communities. We encourage eligible employees to give back through a paid community service day each year and we are proactive in teaming up with clients, peers, and partners in support of their charitable efforts that align with our company values and have a positive impact on our communities. | | | | of the overall workforce identified as racial minority of the overall workforce identified as female 2,700 vendors recognized as diverse 8 new employee resource groups | | | |||
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| | | | GOVERNANCE | | | | | | | |
| | A governance refresh undertaken in 2019 included publication of our Corporate Governance Guidelines and Code of Conduct. Additional actions taken by the Board Maintaining security of information and mitigating against cyber risk is vital to maintaining our proprietary information and the trust of our customers and employees. We have several layers of protections in place, all overseen by our Security Steering Committee (“SSC”) that regularly informs the Executive Leadership Team, our Audit Committee, and our Board of Directors. Senior leadership briefs the Board on information security on a quarterly basis. The Audit Committee of the Board of Directors has compliance oversight for matters of Information Technology security risks including cybersecurity risks. Primoris’ cybersecurity efforts ensure the safety and security of its customers and employees. The SSC is comprised of cybersecurity strategy experts and maintains the policies and awareness of threats and vulnerabilities on an ongoing basis. Further, the SSC educates employees regarding cybersecurity using security awareness training, security bulletins and phishing simulations to reinforce training on a quarterly basis. Cybersecurity training is made available to all employees through an online training portal. Primoris conducts vulnerability scans and penetration testing and works with a third-party to perform yearly baseline assessments of the cyber program that measures improvement and evaluates the Company’s incident response plan and related solutions. The National Institute of Science and Technology (NIST) Cybersecurity Framework is the basis of the Company’s cybersecurity framework, and on a regular basis, the Audit Committee of the Board of Directors reviews and discusses any key issues related to information technology cybersecurity risks and management programs. The Company also expanded and made updates to several of its corporate governance policies including its Code of Conduct and Human Rights Policy to include language on our Modern Slavery and Human Rights Trafficking Policy, its Data Security Charter and its Enterprise Risk Management Charter. All of which are available on the Company’s website. | | | | average tenure of Primoris board members 78% of Directors are Independent 100% of Committees are chaired by independent directors | | | |||
| | | | |
PRIMORIS | |
| | What am I being asked to vote on? | | |
| | You are being asked to vote to elect nine directors to hold office for a one-year term. The experience and qualifications of each director nominee is included in the biographies in this section. | | |
| | | |
| | Our Board of Directors recommends a vote FOR the election of each of the nine director nominees as directors to hold office until our annual meeting of stockholders to be held in | | |
| Name | | Position with our Company | | Age | | Director Since | | Name | | Position with our Company | | Age | | Director Since | | ||||||
| Michael E. Ching | | Independent Director | | 59 | | N/A | | Michael E. Ching | | Independent Director | | 60 | | 2022 | | ||||||
| Stephen C. Cook | | Independent Lead Director | | 72 | | 2008 | | Stephen C. Cook | | Independent Lead Director | | 73 | | 2008 | | ||||||
| David L. King | | Director and Chairman of the Board | | 69 | | 2015 | | David L. King | | Director and Chairman of the Board | | 70 | | 2015 | | ||||||
| Carla S. Mashinski | | Independent Director | | 59 | | 2019 | | Carla S. Mashinski | | Independent Director | | 60 | | 2019 | | ||||||
| Terry D. McCallister | | Independent Director | | 66 | | 2020 | | Terry D. McCallister | | Independent Director | | 67 | | 2020 | | ||||||
| Thomas E. McCormick | | Director, President and Chief Executive Officer | | 59 | | 2019 | | Thomas E. McCormick | | Director, President and Chief Executive Officer | | 60 | | 2019 | | ||||||
| Jose R. Rodriguez | | Independent Director | | 63 | | 2021 | | Jose R. Rodriguez | | Independent Director | | 64 | | 2021 | | ||||||
| John P. Schauerman | | Independent Director | | 65 | | 2016 | | John P. Schauerman | | Independent Director | | 66 | | 2016 | | ||||||
| Patricia K. Wagner | | Independent Director | | 59 | | 2020 | | Patricia K. Wagner | | Independent Director | | 60 | | 2020 | |
PRIMORIS | |
| 100% Highest Integrity | | | | 100% Executive Leadership | | | | 100% Business Acumen | |
| Total Number of Directors: 9 | | Female | | Male | | Non-Binary | | Did Not Disclose Gender | | Total Number of Directors: 9 | | Female | | Male | | Non-Binary | | Did Not Disclose Gender | | ||||||||||||||||||||||||||||||||
| Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | ||||||||
| Directors | | | | 2 | | | | | 7 | | | | | 0 | | | | | 0 | | | Directors | | | | 2 | | | | | 7 | | | | | 0 | | | | | 0 | | | ||||||||
| Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | ||||||||
| African American or Black | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | African American or Black | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | ||||||||
| Alaskan Native or Native American | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | Alaskan Native or Native American | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | ||||||||
| Asian | | | | 0 | | | | | 1 | | | | | 0 | | | | | 0 | | | Asian | | | | 0 | | | | | 1 | | | | | 0 | | | | | 0 | | | ||||||||
| Hispanic or Latinx | | | | 0 | | | | | 1 | | | | | 0 | | | | | 0 | | | ||||||||||||||||||||||||||||||
| Native Hawaiian or Pacific Islander | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | ||||||||||||||||||||||||||||||
| White | | | | 2 | | | | | 5 | | | | | 0 | | | | | 0 | | | ||||||||||||||||||||||||||||||
| Two or More Races or Ethnicities | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | ||||||||||||||||||||||||||||||
| LGBTQ+ | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | ||||||||||||||||||||||||||||||
| Did Not Disclose Demographics Background | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | |
| Total Number of Directors: 9 | | | Female | | | Male | | | Non-Binary | | | Did Not Disclose Gender | | ||||||||||||
| Hispanic or Latinx | | | | | 0 | | | | | | 1 | | | | | | 0 | | | | | | 0 | | |
| Native Hawaiian or Pacific Islander | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
| White | | | | | 2 | | | | | | 5 | | | | | | 0 | | | | | | 0 | | |
| Two or More Races or Ethnicities | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
| LGBTQ+ | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
| Did Not Disclose Demographics Background | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
2023 PROXY STATEMENT | PRIMORIS | 13 |
| AGE • DIRECTOR SINCE • COMMITTEES • Audit • Strategy & Risk | |
| MICHAEL E. CHING | |
| Professional Experience | |
| Michael Ching has over 35 years of experience in the investment banking and technology industries. He has served as the head of Evalueserve’s Investment Research practice since January 2022. Evalueserve is a leading global firm empowering its clients with AI-driven products and solutions. Its investment research business provides leading sell-side and buy-side research organizations with advanced digital platforms and global talent. From 2002 to 2019, he served as Managing Director and Deputy Head of Equities Research at UBS, where he helped manage a department of 150 equity research analysts and associates. Prior to that, Mr. Ching served as a ranked technology analyst at Merrill Lynch. He also worked at Bell Laboratories for nearly ten years as a District Manager and systems engineer focusing on data and fiber optic networks. He holds an | |
| | Reasons for Nomination | | |
| | We believe that Mr. Ching’s qualifications to serve on our Board include his in-depth knowledge of capital markets, equities research, financial modeling and data analysis and his understanding of systems engineering. The Board has determined that Mr. Ching meets the | | |
| | | |
| AGE • DIRECTOR SINCE • 2008 COMMITTEES • Audit • Nominating & Corporate Governance • | |
| STEPHEN C. COOK | |
| Professional Experience | |
| Stephen Cook has served as one of our Directors since July 2008 and in May 2010 was appointed by the Board as Lead Director of the Company. Since 1990 he has served as President and principal stockholder of Fieldstone Partners, a Houston, Texas-based investment banking firm focused primarily on corporate merger and acquisition advisory services. He has over 45 years of experience in the investment banking business, including 10 years with Rotan Mosle, Inc., a Texas-based regional investment firm and underwriter where he served as co-head of the corporate finance department and as a director of the firm. Mr. Cook received a B.A. in Economics from Princeton University and an M.B.A. from Harvard Business School. Mr. Cook also serves on the board of Alzeca Biosciences, Inc., Solid Surface Care, Inc. and BTU Research LLC, all privately held companies. | |
| | Reasons for Nomination | | |
| | We believe that Mr. Cook’s qualifications to serve on our Board include his business and investment banking experience and his wealth of knowledge of mergers and acquisitions. The Board has determined that Mr. Cook meets the | | |
| | | |
2023 PROXY STATEMENT |
| AGE • DIRECTOR SINCE • 2015 | |
| DAVID L. KING | |
| Professional Experience | |
| David King has served as our Chairman since May 2019 and as one of our Directors since May 2015. He served as our Chief Executive Officer from August 2015 until November 2019, and also served as our President from August 2015 until April 2019. Prior to that, Mr. King was our Executive Vice President, Chief Operating Officer since March 2014. Prior to joining Primoris, Mr. King spent several years at Chicago Bridge & Iron (“CB&I”), a large NYSE listed construction company that was acquired by McDermott International, most recently as President of Lummus Engineered Products from 2013 to March 2014. From 2010 to 2013 he was President of CB&I Project Engineering & Construction based in The Hague, Netherlands responsible for worldwide operations. From 2009 to 2010 he was Group Vice President for Downstream Operations for CB&I Lummus located in The Woodlands, Texas. Mr. King also managed and helped establish the Global Services Group for CB&I in 2008. He has extensive Engineering, Procurement, Fabrication and Construction industry experience in energy-related projects, liquefied natural gas, offshore, pipelines, refining, petrochemicals, gas processing, oil sands, synthesis gas and gas-to-liquids. Recognized as NACD Directorship Certified by the National Association of Corporate Directors, Mr. King received his bachelor’s degree in Mechanical Engineering from Texas Tech University, an | |
| |
| | Reasons for Nomination | | |
| | Mr. King has a wealth of knowledge and experience in the industry and our business and has an in-depth knowledge of our employees, culture, competitors and the effect on our business of various government policies. We believe that his history and experience demonstrate that Mr. King is well qualified to serve on our Board. | | |
| | | |
PRIMORIS | 15 |
| AGE • DIRECTOR SINCE • 2019 COMMITTEES • Audit (Chair) • Compensation | |
| CARLA S. MASHINSKI | |
| Professional Experience | |
| Carla Mashinski has served as one of our Directors since March 2019. Since July 2015, Ms. Mashinski Recognized as NACD Directorship Certified by the National Association of Corporate Directors, Ms. Mashinski also serves on the board of BKV Corporation, a privately held natural gas exploration and production company that seeks to deliver reliable, sustainable energy. She previously served on the | |
| |
| | Reasons for Nomination | | |
| | We believe that Ms. Mashinski’s qualifications to serve on our Board include her experience as a director of various public companies, her accounting and financial expertise as a certified public accountant, certified management accountant, and project management professional, her executive level experience with corporate financial, human resources, and information management activities, and her industry experience in strategic planning, risk management, compensation, mergers and acquisitions, joint ventures, and financial leadership. The Board has determined that Ms. Mashinski meets the | | |
| | | |
2023 PROXY STATEMENT |
| AGE • DIRECTOR SINCE • 2020 COMMITTEES • Nominating & Corporate Governance (Chair) • Strategy & Risk | |
| TERRY D. MCCALLISTER | |
| Professional Experience | |
| Terry McCallister has served as one of our Directors since July 2020. Mr. McCallister has a forty-year history in nearly all aspects of the energy sector, including utilities, pipelines, clean energy, and exploration and production endeavors. He was Chairman and Chief Executive Officer of WGL Holdings, Inc. and Washington Gas from 2009 until his retirement in 2018. Prior thereto, Mr. McCallister served as President and Chief Operating Officer of WGL and Washington Gas, joining Washington Gas in 2000 as Vice President of Operations. He has also held various leadership positions with Southern Natural Gas and Atlantic Richfield Company. Mr. McCallister has a B.S. in Engineering Management from the University of Missouri-Rolla and is a graduate of the University of Virginia’s Darden School of Business Executive Program. Mr. McCallister currently serves on the Board of AltaGas Ltd. (TO: ALA) since 2018, where he is a member of the Environment, Health, and Safety committee. His Board experience includes serving as the Chair of WGL Holdings prior to its being acquired in 2018. He has served on the National Petroleum Council, the American Gas Association, the Gas Technology Institute, and the Southern Gas Association and is a member of the Institute of Corporate Directors. | |
| | Reasons for Nomination | | |
| | We believe that Mr. McCallister’s qualifications to serve on our Board include his experience as a director of various public companies and his in-depth knowledge of the energy industry. He also brings valuable senior leadership to the Board. The Board has determined that Mr. McCallister meets the | | |
| | | |
| AGE • DIRECTOR SINCE • 2019 | |
| THOMAS E. MCCORMICK | |
| Professional Experience | |
| Thomas McCormick has served as our President and Chief Executive Officer since November 2019 and has served as one of our Directors since August 2019. Mr. McCormick is responsible for the management, strategy, profitable growth and operations of the Company. He is focused on collaborating with leadership and the board of directors to establish, develop and implement Primoris’ mission, vision, strategy, objectives and policies. He was named President of the Company in April 2019 and became CEO in November of that same year, after joining the Company as Executive Vice President, Chief Operating Officer in April 2016. Prior to joining the Company, Mr. McCormick held a variety of executive positions with Chicago Bridge & Iron Company beginning in 2007. Such positions included President—Oil & Gas, Senior Vice President—Gas Processing & Oil Sands, Global Vice President—Downstream Operations and Vice President Operations. Prior to 2007, Mr. McCormick worked for more than 17 years at BE&K Engineering & Construction on a variety of heavy industrial projects. Mr. McCormick has a Bachelor of Science degree in Civil Engineering from Florida State University and an Advanced Executive Management Degree from INSEAD in Fontainebleau, France. | |
| | Reasons for Nomination | | |
| | Mr. McCormick has extensive knowledge and experience in our industry and our business and has obtained an in-depth knowledge of our employees, culture, competitors and the effect on our business of various government policies. We believe that his history and experience demonstrate that Mr. McCormick is well qualified to serve on our Board. | | |
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PRIMORIS | |
| AGE • DIRECTOR SINCE • 2021 COMMITTEES • Audit • Nominating & Corporate Governance | |
| JOSE R. RODRIGUEZ | |
| Professional Experience | |
| Jose Rodriguez has served as one of our Directors since May 2021. He is a retired senior audit partner from KPMG, where he served for over 25 years. During his career at KPMG he held various leadership positions, which included serving on its board of directors and as lead director; chief operating officer of KPMG International’s global audit practice; office managing partner; leader of its Audit Committee Institute (ACI); east region professional practice partner and most recently ombudsman. As an audit partner, Mr. Rodriguez had extensive experience with large multinational companies and mid-size private and publicly held companies, with primary emphasis on industrial manufacturing; consumer markets (retail, automotive, and distribution concerns); pharmaceuticals; agribusiness; oil and gas and mergers and acquisitions. Additionally, Mr. Rodriguez is a NACD Fellow and has been included in NACD’s D-100 list, which recognizes the most influential people in and around the boardroom. | |
Mr. Rodriguez currently serves on the Board of CareMax, Inc (Nasdaq:CMAX) since June 2021, where he is Chair of the Board, Chair of the Audit committee and a member of the Compliance committee. Mr. Rodriguez also currently serves on the Board of Popular, Inc (Nasdaq:BPOP) since June 2021, where he serves on the Audit committee and Risk committee | ||
Mr. Rodriguez serves on the board of trustees of Marymount University; board of directors of Latin Corporate Directors Association (first Vice Chair), SECU Family House (Chair), the North Carolina Association of CPAs (Chair-elect), the Dean’s Advisory Council at the University of Miami Herbert School of Business (Chair) and the Business School Advisory Board at Wake Forest University. He is a certified public accountant (licensed in FL, NC and NY). Mr. Rodriguez received a B.B.A with a major in accounting from the University of Miami. | | |
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| | Reasons for Nomination | | |
| | We believe that Mr. Rodriguez’s qualifications to serve on our Board include his in-depth knowledge and understanding of generally accepted accounting principles, his experience in auditing and SEC reporting, mergers and acquisitions, understanding of the responsibilities and functions of audit committees and experience in shaping corporate governance strategy to drive long-term corporate value creation to enhance investor confidence. Mr. Rodriquez has four decades of expertise in driving innovative growth, aligning risk with strategy, and developing dynamic talent and the right culture to unlock the power of diversity, inclusion and equity. The Board determined that Mr. Rodriguez meets the | | |
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| AGE • DIRECTOR SINCE • 2016 COMMITTEES • • Strategy & Risk (Chair) | |
| JOHN P. SCHAUERMAN | |
| Professional Experience | |
| John Schauerman has served as one of our Directors since November 2016. He served as the Company’s Executive Vice President of Corporate Development from February 2009 to December 2012 and was responsible for developing and integrating Primoris’ overall strategic plan, including the evaluation and structuring of new business opportunities and acquisitions. Prior to that, Mr. Schauerman served as our Chief Financial Officer from February 2008 to February 2009. He also served as a director of the Company from July 2008 to May 3, 2013 and as a director of its predecessor entity, ARB, Inc. (“ARB”) from 1993 to July 2008. Mr. Schauerman joined ARB in 1993 as the Company’s Senior Vice President. Previously, he served as Senior Vice President of Wedbush Morgan Securities, Inc., a regional investment bank focused on financing activities for middle market companies (n/k/a Wedbush Securities, Inc.). Mr. Schauerman has served on the Board of Directors of | |
| | Reasons for Nomination | | |
| | We believe that Mr. Schauerman’s qualifications to serve on our Board include his experience as a director of various public companies, his experience as chief financial officer of a construction company, his wealth of knowledge of business systems and understanding of generally accepted accounting principles, experience in analyzing financial statements, understanding of internal control over financial reporting and his understanding and knowledge of public company rules and regulations. The Board determined that Mr. Schauerman meets the | | |
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PRIMORIS | |
| AGE • DIRECTOR SINCE • 2020 COMMITTEES • Compensation (Chair) • Strategy & Risk | |
| PATRICIA K. WAGNER | |
| Professional Experience | |
| Patricia Wagner has served as one of our Directors since July 2020. Ms. Wagner has over thirty years of experience in the utility and industrial markets, with leadership experience at both the corporate and operating subsidiary level. She was Group President of U.S. utilities for Sempra Energy (NYSE: SRE) until her retirement in 2019. Her career with Sempra spanned nearly twenty-five years and included such leadership roles as Chief Executive Officer of SoCal Gas and Chief Executive Officer of Sempra U.S. Gas & Power, which included Sempra’s renewable energy infrastructure portfolio along with other infrastructure assets. She also held leadership roles in accounting, information technology, and audit. Prior to her time at Sempra, she held positions at Fluor, Allergan Pharmaceuticals, and American McGaw. Ms. Wagner currently serves on the Boards of Apogee Enterprises, Inc. (NASDAQ: APOG), where she is the chair of the Compensation committee and a member of the Nominating & Corporate Governance committee, and of California Water Service Group (NYSE: CWT), where she is chair of the Finance and Investment committee and is a member of the Audit | |
| | Reasons for Nomination | | |
| | We believe that Ms. Wagner’s qualification to serve on our Board include her experience as a director of various public companies and her in-depth knowledge of regulated utilities and familiarity with the California regulatory environment. She also brings valuable accounting and finance, senior leadership and operational experience to the Board. The Board has determined that Ms. Wagner meets the | | |
| | | |
| | What am I being asked to vote on? | | |
| | You are being asked to vote on a non-binding, advisory resolution regarding the compensation of the Company’s named executive officers. | | |
| | | |
| | Our Board of Directors recommends a vote FOR the ratification of the advisory, non-binding proposal on the compensation of the Company’s named executive officers. | | |
2023 PROXY STATEMENT | PRIMORIS | 21 |
| | What am I being asked to vote on? | | |
| | You are being asked to vote on a non-binding, advisory proposal regarding the frequency of the advisory stockholder vote on named executive officer compensation. | | |
| | | |
| | Our Board of Directors recommends a vote for an advisory stockholder vote on named executive officer compensation EVERY YEAR. | | |
22 | PRIMORIS | 2023 PROXY STATEMENT |
| | What am I being asked to vote on? | | |
| | You are being asked to vote to approve the Audit Committee’s selection of Moss Adams LLP as our independent registered public accounting firm for the fiscal year ending December 31, | | |
| | | |
| | Our Board of Directors recommends a vote FOR the ratification of the appointment of Moss Adams LLP as our independent registered public accounting firm for | | |
PRIMORIS | |
| | What am I being asked to vote on? | | |
| | You are being asked to vote to approve the adoption of the Company’s | | |
| Plan Term: | | | May 3, 2023 to May 3, 2033. | |
| Eligible Participants: | | | Awards may be granted only to employees, consultants and directors. | |
| Shares Available: | | | 6,500,000 shares of Primoris Common Stock, $0.0001 par value, plus the number of shares of stock subject to any award outstanding under the 2013 Plan as of the effective date of the | |
2023 PROXY STATEMENT | PRIMORIS | 25 |
| | | | 2023 Plan that after such effective date are not issued because such award is forfeited, is canceled, terminates, expires or otherwise lapses without being exercised (to the extent applicable), or is settled in cash. No awards will be granted under the 2013 Plan if the stockholders approve the 2023 Plan. | |
| Award Types: | | | (1) Stock options | |
| | | | (2) Stock appreciation rights (SARs) | |
| | | | (3) Stock awards | |
| | | | (4) Restricted stock unit (RSU) awards | |
| | | | (5) Performance awards | |
| | | | (6) Other stock-based awards | |
| Option/SAR Terms: | | | Stock options and SARs will have a term of no longer than 10 years. | |
| Vesting of Awards: | | | As determined by the Compensation Committee of the Board or such other committee or subcommittee of the Board (Committee), subject to minimum vesting of at least one year (with certain exceptions). | |
| Not Permitted: | | | (1) Granting of stock options or SARs at a price below the applicable fair market value of our stock on the date of the grant. (2) Unless approved by stockholders, cancellation of stock options or SARs and a grant in substitution thereof of new options or SARs having a lower exercise price, or amending outstanding stock option or SAR agreements to reduce their exercise price. | |
| Limits on Awards to Non-Employee Directors Per Calendar Year: | | | $500,000 annual limit on cash and equity-based (based on the grant date fair value) compensation granted or paid under the 2023 Plan or otherwise to any non-employee director, with such annual limit increased to $800,000 for any non-employee director in the year he or she first joins the Board and for any non-employee director designated as Chairman of the Board or Lead Director and provided, further, however, that fees paid by the Company on behalf of any non-employee Director in connection with regulatory compliance and any amounts paid to a non-employee Director as reimbursement of an expense shall not count against the foregoing limit. The Board may make exceptions to this limit for individual non-employee Directors in extraordinary circumstances, as the Board may determine in its discretion, provided that the non-employee Director receiving such additional compensation may not participate in the decision to award such compensation. For the avoidance of doubt, this limitation shall not apply to cash or Awards granted to a non-employee Director in his or her capacity as an advisor or consultant to the Company. | |
26 | PRIMORIS | 2023 PROXY STATEMENT |
2023 PROXY STATEMENT | PRIMORIS | 27 |
28 | PRIMORIS | 2023 PROXY STATEMENT |
2023 PROXY STATEMENT | PRIMORIS | 29 |
| New Plan Benefits | | ||||||||||||
| Proposed Primoris Services Corporation 2023 Equity Incentive Plan | | ||||||||||||
| Name and Position | | | Dollar Value ($)(1) | | | Number of Units | | ||||||
| Thomas E. McCormick President & Chief Executive Officer | | | | $ | 2,130,000 | | | | | | 77,455(2) | | |
| Kenneth M. Dodgen Executive Vice President, Chief Financial Officer | | | | $ | 1,640,000 | | | | | | 59,638(3) | | |
| John F. Moreno Executive Vice President, Chief Operating Officer | | | | | — | | | | | | — | | |
| John M. Perisich Executive Vice President, Chief Legal Officer | | | | $ | 870,000 | | | | | | 31,638(4) | | |
| Executive Group | | | | $ | 4,640,000 | | | | | | 168,731(5) | | |
| Non-Executive Director Group | | | | | — | | | | | | — | | |
| Non-Executive Officer Employee Group | | | | $ | 890,000 | | | | | | 32,366(6) | | |
30 | PRIMORIS | 2023 PROXY STATEMENT |
| | | |
| | Our Board of Directors recommends a vote FOR the approval of the | | |
PRIMORIS | 31 |
| | Our Board’s Mission. The Board of Directors is elected by the stockholders to oversee the stockholders’ interest in the long-term health and overall success of the business and its financial strength. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to or shared with the stockholders. The Board selects and oversees the members of executive management, who are charged by the Board with conducting the business of the Company. | | |
| | Corporate Governance Highlights | | |
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| | | | Prohibited hedging and short-selling with Primoris stock | | | |
| | | | Published Corporate Governance Guidelines and Code of Conduct | | |
| | | What We Do | |
| | • | | | Annual self-evaluation of directors | |
| | • | | | Independent Lead Director | |
| | • | | | Fully independent Audit, Compensation, Nominating & Corporate Governance, and Strategy and Risk Committees | |
| | • | | | Annual election of directors | |
| | • | | | Mandatory director retirement age of 75 | |
| | • | | | Stock ownership requirement for directors | |
| | • | | | Clawback Policy for executive bonus compensation | |
| | • | | | Published Code of Conduct that applies to all directors, officers, and employees | |
| | • | | | Published Corporate Governance Guidelines | |
| | • | | | Anti-bribery policy clearly outlined in Code of Conduct and Employee Handbook | |
| | | What We Don’t Do | |
| | • | | | No Poison Pill | |
| | • | | | Anti-hedging policy prohibits hedging or short sale of Primoris stock | |
| | • | | | No gross-up of excise taxes | |
| | • | | | No defined benefit plan | |
| | • | | | No guaranteed minimum annual cash incentive payment | |
| | • | | | No excessive perquisites | |
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2023 PROXY STATEMENT |
| | • The director is, or has been within the last three years, one of our or our subsidiaries’ employees, or the director has an immediate family member who is, or has been within the last three years, one of our executive officers; | |
| | • The director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in compensation from us (other than compensation for Board or Committee service, compensation to a family member who is an employee but not an executive officer, or benefits under a tax-qualified retirement plan or non-discretionary compensation); | |
| | • The director is, or has a family member that is, a partner in, or a controlling stockholder or an executive officer of, any organization to which we made, or from which we received, payments for property or services in the current year or in any of the last three years, that exceed 5% of the recipient’s consolidated gross revenues for that year or $200,000, whichever is greater, other than payments arising solely from investments in our securities or payments under non-discretionary charitable contribution matching programs; | |
| | • The director, or an immediate family member, is currently employed, or has been employed within the last three years, as an executive officer of another company where any of our present executive officers serves or has served on that company’s compensation committee; or | |
| | • The director is, or has a family member that is, a current partner of our outside auditor, or was a partner or employee of our outside auditor who worked on our audit at any time during any of the past three years. | |
| | Separate Chairman and CEO Roles | | |
| | The Board has separate roles of Chairman and CEO, with Mr. King serving as our Non-Executive Chairman of the Board since November 2019, when Mr. McCormick became our CEO. In May 2010, Mr. Cook was appointed by the Board as the Lead Director, responsible for chairing the Board meetings in the absence of the Chairman, chairing executive sessions of independent Directors, acting as the principal liaison between the Chairman and the independent Directors and serving as the contact Director for stockholders. The Board believes it should have the flexibility to establish a leadership structure that works best for the Company at a particular time, and it reviews that structure from time to time, including in the context of changes in leadership. The Board is of the view that its current leadership structure best serves the objective of effective Board oversight of management at this time and allows Mr. McCormick to focus primarily on the operations and management of the Company, while leveraging Mr. King’s experience to lead the Board. | | |
PRIMORIS | 33 |
| Director(1) | | | Audit Committee | | | Compensation Committee | | | Nominating and Corporate Governance Committee | | | Strategy and Risk Committee | | |||
| Michael E. Ching | | | M | | | | | | | | | M | | |||
| Stephen C. Cook | | | M | | | | | | M | | | M | | |||
| Carla S. Mashinski | | | C | | | M | | | | | | | | |||
| Terry D. McCallister | | | | | | | | | C | | | M | | |||
| Jose R. Rodriguez | | | M | | | | | | M | | | | | |||
| John P. Schauerman | | | | | | M | | | | | | C | | |||
| |||||||||||||||||
Patricia K. Wagner | | | | | | C | | | | | | M | |
2023 PROXY STATEMENT |
| | Audit Committee | | | | | | | | |
| | | | Meetings: 4 Chair: Carla S. Mashinski Other Members: Michael E. Ching Stephen C. Cook Jose R. Rodriguez | | | Primary Role of this Committee: The primary role of the Audit Committee is to oversee our accounting and financial reporting processes, internal control systems, independent auditor relationships and the audits of our financial statements, as well as cybersecurity oversight. | | | |
| | Key Responsibilities: • Selecting and hiring our independent registered public accounting firm • Evaluating the qualifications, independence and performance of our independent registered public accounting firm • Reviewing and approving the audit and non-audit services to be performed by our independent registered public accounting firm and determining whether the performance of such services is compatible with the accounting firm’s independence • Reviewing with management and our independent registered public accounting firm the annual and quarterly financial statements. On a quarterly basis, the independent Audit Committee members meet with the auditors without the presence of management. During these independent sessions, the Audit Committee and the auditors discuss, among other things, the acceptability of the Company’s accounting principles, critical accounting policies, • Overseeing the administration of management’s process for the design of, and reviewing the adequacy, implementation and effectiveness of our internal controls established for finance, accounting, legal compliance and ethics functions • Reviewing management’s assessment of internal control and steps taken to monitor and control our exposure to financial risk • Overseeing the administration of management’s process for reviewing the design, adequacy, implementation and effectiveness of our critical accounting and financial policies • Reviewing any significant deficiencies or material weaknesses in the design or operation of our internal control over financial reporting and any fraud involving management or other financial reporting personnel • Establishing procedures for the receipt, retention, and treatment of complaints regarding internal controls, accounting and any auditing matters including confidential submissions by our employees or others of concern regarding these matters • Overseeing and monitoring the integrity of our financial statements and earnings press releases (including Non-GAAP information) and our compliance with legal and regulatory requirements as they relate to accounting matters in our financial statements • Reviewing the performance of our internal audit function and the scope and results of the annual internal audit plan • Considering policies with respect to risk assessment and risk management, including information technology security risks and cybersecurity risk • Reviewing and approving any material related party transactions • | | | ||||||
| | The Audit Committee consists of four persons, all of whom are independent under the Nasdaq and NYSE listing standards. Members of the Audit Committee must also satisfy additional SEC independence requirements, which provide that they may not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company other than compensation in their capacity as a Director, or otherwise be an “affiliated person” of us. The Board has determined that Audit Committee members Ms. Mashinski (Chairperson) and Messrs. Cook, Rodriguez, and Schauerman all satisfy the applicable SEC independence requirements. | | | ||||||
| | Audit Committee Financial Expert. The Board has also determined that Ms. Mashinski, Mr. | | |
PRIMORIS | 35 |
| | Compensation Committee | | | | | | |||
| | | | Meetings: Chair: Patricia K. Wagner Other Members: Carla S. Mashinski | | | Primary Role of this Committee: The primary role of the Compensation Committee is to monitor and assist the Board in determining compensation for our executive officers and Directors. | | | |
| | Key Responsibilities: • Reviewing the goals and objectives of our executive compensation programs and recommending to the Board any changes to these goals and objectives • Reviewing our executive compensation plans including incentive, equity based and benefit plans, and recommending to the Board the adoption of new plans or amendments to existing plans • Evaluating annually the performance of the Chief Executive Officer and recommending to the independent members of the Board his or her compensation level based on this evaluation • Evaluating annually the performance of the other executive officers of the Company and its subsidiaries and recommending to the independent members of the Board the compensation level of each based on this evaluation • Reviewing and recommending to the independent members of the Board, concurrently with the Board’s Audit Committee, any employment, severance or termination arrangements made with any executive officer of the Company or its subsidiaries • Evaluating the appropriate level and types of compensation for Board and Committee service by | | | ||||||
| | The members of the Compensation Committee of the Board are Mss. Wagner (Chairperson) and Mashinski and Mr. | | | ||||||
| | The Compensation Committee monitors and assists the Board in determining compensation for our executive officers and Directors. The Board and the Compensation Committee do not make decisions regarding an executive officer’s compensation in the presence of such executive officer. After the Compensation Committee analyzes compensation issues related to our Chief Executive Officer and other executive officers, it makes a recommendation to the Board’s independent Directors for determination by independent Directors in a vote in which only independent Directors participate. | | | ||||||
| | The Compensation Committee has the power to form subcommittees for any purpose that it deems appropriate and may delegate to such subcommittee such power and authority as the Compensation Committee may deem appropriate, provided it does not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the Compensation Committee as a whole. The Compensation Committee may consider the recommendations of our Chief Executive Officer in determining the level of compensation of the executive officers of the Company and its subsidiaries. The Compensation Committee has the authority to retain such independent consultants or advisers as it deems necessary and appropriate, including compensation consultants, to advise it with respect to amounts or forms of executive or Director compensation, and may rely on the integrity and advice of any such advisers. The Compensation Committee also has the sole authority to retain a compensation consultant to assist it in carrying out its responsibilities, including the sole authority to approve the consultant’s fees and other retention terms, such fees to be borne by us, and to terminate any such consultant. | | | ||||||
| | The Compensation Committee engaged Pay Governance, LLC (“Pay Governance”) as its independent advisor beginning in 2012. Prior to their engagement, Pay Governance did not perform any services for the Company. The Compensation Committee considered independence factors under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) and Nasdaq rules and concluded that the work performed by Pay Governance did not present any conflicts of interest. As requested by the Compensation Committee, from time to time Pay Governance has advised and consulted with the Compensation Committee on compensation issues, compensation design and trends, and has kept the Compensation Committee apprised of regulatory, legislative, and accounting developments and competitive practices related to executive compensation. Pay Governance reviews compensation levels, trends and practices at the discretion of the Compensation Committee. Pay Governance does not determine the exact amount or form of executive compensation for any executive officers. See “EXECUTIVE COMPENSATION—Compensation Discussion and Analysis”. Pay Governance reports directly to the Compensation Committee, and a representative of Pay Governance, when requested, attends meetings of the Compensation Committee, is available to participate in executive sessions and communicates directly with the Compensation Committee Chair or its members outside of meetings. Pay Governance does no other work for the Company. | | |
2023 PROXY STATEMENT |
| | Nominating and Corporate Governance Committee | | | ||||||
| | | | Meetings: Chair: Terry D. McCallister Other Members: Stephen C. Cook Jose R. Rodriguez | | | Primary Role of this Committee: The primary role of the Nominating and Corporate Governance Committee is to assist the Board by identifying individuals qualified to become Directors consistent with criteria established by the Board. | | | |
| | Key Responsibilities: • Evaluating the composition, size and governance of the Board and its committees and making recommendations regarding future planning and the appointment of Directors to committees of our Board • Administering a policy for evaluating and considering nominees for election to the Board • Supporting the succession planning and talent development for succession candidates • Reviewing succession plans and management development programs for members of executive management and the CEO and providing reports on the progress of the succession planning and management development to the Board • Overseeing the evaluation of our Board as a whole • Reviewing our corporate governance principles and providing recommendations to the Board regarding possible changes • Developing and reviewing our Code of Conduct and assuring that it is appropriate for us • Overseeing the Company’s ESG matters | | | ||||||
| | The members of the Nominating and Corporate Governance Committee are Messrs. McCallister (Chairman), Cook, | | | ||||||
| | After the Nominating and Corporate Governance Committee identifies qualified individuals, it makes a recommendation to the Board’s independent Directors. Director nominees are selected by a majority of the Board’s independent Directors in a vote in which only independent Directors participate. | | |
| | Strategy and Risk Committee | | | | | | |||
| | | | Meetings: Chair: John P. Schauerman Other Members: Stephen C. Cook Terry D. McCallister Patricia K. Wagner Michael E. Ching | | | Primary Role of this Committee: The primary role of the Strategy and Risk Committee is to oversee our financial policies, acquisition strategy, financial strategy and enterprise risk management function. | | | |
| | Key Responsibilities: • Reviewing the Company’s strategic plans related to acquisitions and divestitures, including capital structure, proposed methods of financing, and investment strategies • Considering and approving certain mergers, acquisitions, and divestitures by the Company • Monitoring ongoing activities in connection with certain acquisitions, dispositions, and investments • Tracking certain completed acquisitions and investments | ||||||||
• Overseeing the • Overseeing the Company’s portfolio of | | |
PRIMORIS | |
38 | PRIMORIS | 2023 PROXY STATEMENT |
| | • Experience in corporate management; | |
| | • Experience in our industry; | |
| | • Experience as a board member or officer of a publicly held company; | |
| | • Experience in financial and accounting matters; | |
| | • Diversity of expertise and experience in substantive matters related to our business; and | |
| | • Practical and mature business judgment. | |
PRIMORIS | |
| | • Honest and ethical conduct; | |
| | • Avoidance of conflicts of interest; | |
| | • Full, fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the SEC and in our other public communications; | |
| | • Compliance with applicable governmental laws and regulations and stock exchange rules; | |
| | • Prompt internal reporting of violations of the Code of Conduct to an appropriate person or persons identified in the Code of Conduct; and | |
| | • Accountability for adherence to the Code of Conduct. | |
PRIMORIS | |
2023 PROXY STATEMENT | PRIMORIS | 43 |
| Non-Employee Director | | Fees Earned or Paid in Cash | | Stock Awards(1) | | Total | | Non-Employee Director | | Fees Earned or Paid in Cash | | Stock Awards(1) | | Total | | ||||||
| Peter C. Brown | | $43,000 | | $59,906 | | $102,906 | | Michael E. Ching | | $41,500 | | $61,563 | | $103,063 | | ||||||
| Stephen C. Cook | | 96,000 | | 116,939 | | 212,939 | | Stephen C. Cook | | 102,000 | | 117,686 | | 219,686 | | ||||||
| David L. King | | 253,500 | | 116,939 | | 370,439 | | David L. King | | 199,500 | | 117,686 | | 317,186 | | ||||||
| Carla S. Mashinski | | 91,000 | | 116,939 | | 207,939 | | Carla S. Mashinski | | 99,500 | | 117,686 | | 217,186 | | ||||||
| Terry D. McCallister | | 87,250 | | 116,939 | | 204,189 | | Terry D. McCallister | | 94,500 | | 117,686 | | 212,186 | | ||||||
| Jose R. Rodriguez | | 38,000 | | 57,033 | | 95,033 | | Jose R. Rodriguez | | 79,500 | | 117,686 | | 197,186 | | ||||||
| John P. Schauerman | | 91,000 | | 116,939 | | 207,939 | | John P. Schauerman | | 94,500 | | 117,686 | | 212,186 | | ||||||
| Robert A. Tinstman | | 79,750 | | 116,939 | | 196,689 | | Robert A. Tinstman | | 38,000 | | 56,123 | | 94,123 | | ||||||
| Thomas E. Tucker | | 41,750 | | 59,906 | | 101,656 | | Patricia K. Wagner | | 94,500 | | 117,686 | | 212,186 | | ||||||
| Patricia K. Wagner | | 87,250 | | 116,939 | | 204,189 | |
2023 PROXY STATEMENT |
| Name | | Amount and Nature of Beneficial Ownership(1) | | Percentage of Common Stock Outstanding(2) | | Name | | Amount and Nature of Beneficial Ownership(1) | | Percentage of Common Stock Outstanding(2) | | ||||||||||||||||
| 5% or Greater Stockholders (other than executives and Directors): | | | | | | | | | | | | 5% or Greater Stockholders (other than executives and Directors): | | | | | | | | | | | | ||||
| The Vanguard Group(3) | | | | 5,287,045 | | | | | 9.9% | | | The Vanguard Group(3) | | | | 5,436,419 | | | | | 10.2% | | | ||||
| Blackrock, Inc.(4) | | | | 4,810,283 | | | | | 9.0% | | | Blackrock, Inc.(4) | | | | 4,731,781 | | | | | 8.9% | | | ||||
| Wellington Management Group LLP(5) | | | | 3,864,071 | | | | | 7.2% | | | Wellington Management Group LLP(5) | | | | 3,857,157 | | | | | 7.2% | | | ||||
| Van Berkom & Associates Inc.(6) | | | | 3,067,647 | | | | | 5.8% | | | Dimensional Fund Advisors LP(6) | | | | 2,938,505 | | | | | 5.5% | | | ||||
| Named Executive Officers and Directors: | | | | | | | | | | | | Named Executive Officers and Directors: | | | | | | | | | | | | ||||
| Michael E. Ching | | | | — | | | | | * | | | Michael E. Ching | | | | 4,450 | | | | | * | | | ||||
| Stephen C. Cook | | | | 25,366 | | | | | * | | | Stephen C. Cook | | | | 23,962 | | | | | * | | | ||||
| David L. King | | | | 56,785 | | | | | * | | | David L. King | | | | 32,354 | | | | | * | | | ||||
| Carla S. Mashinski | | | | 13,605 | | | | | * | | | Carla S. Mashinski | | | | 19,174 | | | | | * | | | ||||
| Terry D. McCallister(7) | | | | 16,639 | | | | | * | | | Terry D. McCallister(7) | | | | 22,208 | | | | | * | | | ||||
| Jose R. Rodriguez | | | | 3,233 | | | | | * | | | Jose R. Rodriguez | | | | 8,802 | | | | | * | | | ||||
| John P. Schauerman(8) | | | | 308,347 | | | | | * | | | John P. Schauerman(8) | | | | 313,916 | | | | | * | | | ||||
| Robert A. Tinstman | | | | 41,820 | | | | | * | | | Patricia K. Wagner | | | | 12,208 | | | | | * | | | ||||
| Patricia K. Wagner | | | | 6,639 | | | | | * | | | Kenneth M. Dodgen | | | | 29,828 | | | | | * | | | ||||
| Kenneth M. Dodgen | | | | 23,607 | | | | | * | | | Thomas E. McCormick | | | | 86,678 | | | | | * | | | ||||
| Thomas E. McCormick | | | | 76,846 | | | | | * | | | John F. Moreno, Jr. | | | | 19,450 | | | | | * | | | ||||
| John F. Moreno, Jr.(9) | | | | 30,050 | | | | | * | | | John M. Perisich(9) | | | | 162,477 | | | | | * | | | ||||
| John M. Perisich(10) | | | | 156,310 | | | | | * | | | All Directors, nominees and executive officers as a group (12 individuals) | | | | 735,507 | | | | | 1.4% | | | ||||
| All Directors, nominees and executive officers as a group (13 individuals)(11) | | | | 759,247 | | | | | 1.4% | | |
2023 PROXY STATEMENT | PRIMORIS | 45 |
2023 PROXY STATEMENT |
| Fee Category | | 2021 Fees | | 2020 Fees | | Fee Category | | 2022 Fees | | 2021 Fees | | ||||||||||||||||
| Audit Fees(1) | | | $ | 2,111,249 | | | | $ | 1,666,932 | | | Audit Fees(1) | | | $ | 2,447,014 | | | | $ | 2,111,249 | | | ||||
| Audit Related Fees(2) | | | | 246,000 | | | | | 127,830 | | | Audit Related Fees(2) | | | | 190,500 | | | | | 246,000 | | | ||||
| Tax Fees(3) | | | | 35,230 | | | | | 621,784 | | | Tax Fees(3) | | | | 6,500 | | | | | 35,230 | | | ||||
| Total Fees | | | $ | 2,392,479 | | | | $ | 2,416,546 | | | Total Fees | | | $ | 2,644,014 | | | | $ | 2,392,479 | | |
PRIMORIS | 47 |
2023 PROXY STATEMENT |
| | | | Kenneth M. Dodgen Executive Vice President, Chief Financial Officer (CFO) Age: | | |
| | Mr. Dodgen has served as our Executive Vice President, Chief Financial Officer since November 2018. He previously served as our Senior Vice President and Corporate Controller since May 2017. Mr. Dodgen has over 30 years of experience in finance and accounting across many different industries including pipeline, power plant, and electric transmission construction, as well as retail and power marketing. Prior to joining the Company, Mr. Dodgen served as Chief Financial Officer at Baker Hill Solutions from 2016 to 2017, Chief Financial Officer at PLH Group, Inc. from 2011 to 2015, and Chief Financial Officer at Fulcrum Power Services from 2006 to 2011. From 1996 to 2006, Mr. Dodgen spent ten years in investment banking with JPMorgan and Merrill Lynch where he focused predominantly on mergers and acquisitions. Prior to investment banking, Mr. Dodgen worked for Affiliated Computer Services in Dallas, and he began his career at PricewaterhouseCoopers. Mr. Dodgen received a B.B.A. in Accounting from Texas A&M University and an M.B.A. from the Booth School of Business at The University of Chicago. He is a licensed CPA. | |
| | | | John F. Moreno, Jr. Executive Vice President, Chief Operating Officer Age: | | |
| | Mr. Moreno has served as our Executive Vice President, Chief Operating Officer since April 2019. He has over 30 years of experience in the engineering and construction industry and has extensive experience in energy-related markets. From October 2010 until March 2019, he served as President of PCL Industrial Construction Co., a private, heavy industrial construction firm. Prior to that, he held a variety of positions with PCL since 2000, including Operations Manager and General Manager. Mr. Moreno has a Bachelor of Science degree in Mechanical Engineering from Georgia Institute of Technology and an M.B.A. from the Wharton School at the University of Pennsylvania. | |
| | | | John M. Perisich Executive Vice President, Chief Legal Officer and Secretary Age: | | |
| | Mr. Perisich has served as our Executive Vice President and Chief Legal Officer since May 2013. He previously served as our Senior Vice President and General Counsel from July 2008. Prior to that, he served as Vice President and General Counsel of Primoris Corporation beginning in February 2006, and previous to that was Vice President and General Counsel of Primoris Corporation and its predecessor, ARB, Inc. Mr. Perisich joined ARB in 1995. Prior to joining ARB, Mr. Perisich practiced law at Klein, Wegis, a full-service law firm based in Bakersfield, California. He received a B.A. degree from UCLA in 1987, and a J.D. from the University of Santa Clara in 1991. | |
PRIMORIS | |
| | | | | | | | | | | | ||||
| | Thomas E. McCormick | | | | Kenneth M. Dodgen | | | | John F. Moreno, Jr. | | | | John M. Perisich | |
| | President and Chief Executive Officer (CEO) | | | | Executive Vice President, Chief Financial Officer (CFO) | | | | Executive Vice President, Chief Operating Officer | | | | Executive Vice President, Chief Legal Officer and Secretary | |
| | | At our Annual Meeting of Stockholders in May 2020, 85.2% of votes cast on our advisory vote on executive compensation (“say-on-pay proposal”) were voted in favor of the proposal, which our Compensation Committee has considered in designing and granting compensation to our NEOs. Consistent with the vote of our shareholders at our 2017 Annual Meeting on the proposed frequency for seeking advisory votes on executive compensation, we | |
2023 PROXY STATEMENT |
| Compensation Element | | | Performance/Payment Criteria | | | Purpose | |
| Base Salary Cash | | | • Individual performance; • Specific role and responsibilities; and • Experience in the role | | | • To provide a fixed level of cash compensation; and • To attract and retain key executives | |
| Annual Incentive Cash | | | Total • Net Income; • New Business Generated; • Cash Management; and • Safety Performance | | | • To provide incentives to achieve annual financial and operational performance targets, which focus on profitable growth and safe execution; • To reward achievement of those targets; and • To attract and retain key executives | |
| Long-Term Incentive Plan Performance Stock Units (“PSUs”) Restricted Stock Units (“RSUs”) | | | • PSUs vest over three years, subject to continued service, and are tied to the achievement of performance targets related to (i) Net Income and (ii) Operating Margin, in each case established by the Compensation Committee • RSUs vest over three years, subject to continued service | | | • To incentivize achievement of our long-term financial performance targets • To attract and retain key executives; and • To align executive and stockholder interests | |
| Retirement Benefits 401(k) Matching | | | — | | | • To provide a competitive compensation package | |
| Perquisites Healthcare Benefits Auto Allowance Aircraft Usage | | | — | | | • To maintain the health and safety of executives; and • To provide a competitive compensation package | |
| Name | | 2021 Base Salary | | 2020 Base Salary | | Percentage Increase | | Name | | 2022 Base Salary | | 2021 Base Salary | | Percentage Increase | | ||||||||||||||||||||||||
| Thomas E. McCormick | | | $ | 750,000 | | | | $ | 675,000 | | | | | 11.1% | | | Thomas E. McCormick | | | $ | 850,000 | | | | $ | 750,000 | | | | | 13.3% | | | ||||||
| Kenneth M. Dodgen | | | | 460,000 | | | | | 425,100 | | | | | 8.2% | | | Kenneth M. Dodgen | | | | 530,000 | | | | | 460,000 | | | | | 15.2% | | | ||||||
| John F. Moreno Jr. | | | | 560,000 | | | | | 515,000 | | | | | 8.7% | | | John F. Moreno Jr. | | | | 600,000 | | | | | 560,000 | | | | | 7.1% | | | ||||||
| John M. Perisich | | | | 500,000 | | | | | 482,828 | | | | | 3.6% | | | John M. Perisich | | | | 530,000 | | | | | 500,000 | | | | | 6.0% | | |
PRIMORIS | 53 |
2023 PROXY STATEMENT |
| Name | | Base Salary Earned | | ICP Target (% of Base Salary) | | ICP Target Amount | | Name | | Base Salary Earned | | AIP Target (% of Base Salary) | | AIP Target Amount | | ||||||||||||||||||||||||
| Thomas E. McCormick | | | $ | 737,019 | | | | | 225% | | | | $ | 1,658,293 | | | Thomas E. McCormick | | | $ | 833,461 | | | | | 120% | | | | $ | 1,000,154 | | | ||||||
| Kenneth M. Dodgen | | | | 453,960 | | | | | 175 | | | | | 794,430 | | | Kenneth M. Dodgen | | | | 518,423 | | | | | 100 | | | | | 518,423 | | | ||||||
| John F. Moreno Jr. | | | | 552,212 | | | | | 175 | | | | | 966,371 | | | John F. Moreno Jr. | | | | 593,385 | | | | | 100 | | | | | 593,385 | | | ||||||
| John M. Perisich | | | | 497,029 | | | | | 175 | | | | | 869,801 | | | John M. Perisich | | | | 525,039 | | | | | 100 | | | | | 525,039 | | |
| If Net Income is (in millions) | | % of Target | | Achievement % | | If Net Income is (in millions) | | % of Target | | Achievement % | | ||||||||||
| Below $94.9 (threshold) | | Less than 75% | | | | 0% | | | Below $89.9 (threshold) | | Less than 75% | | | | 0% | | | ||||
| $94.9 | | 75% | | | | 20% | | | $89.9 | | 75% | | | | 25% | | | ||||
| $126.5 (target) | | 100% | | | | 70% | | | $119.9 (target) | | 100% | | | | 100% | | | ||||
| $145.5 | | 115% | | | | 100% | | | At or above $143.9 (maximum) | | 120% | | | | 150% | | | ||||
| Above $145.5 (maximum) | | Greater than 115% | | | | 120% | | |
| Name | | ICP Target Amount | | ICP Earnings per Share Component | | Achievement Percentage | | Multiplier | | ICP Earnings per Share Award Earned(1) | | Name | | AIP Target Amount | | AIP Net Income Component | | Achievement Percentage | | AIP Net Income Award Earned(1) | | ||||||||||||||||||||||||||||||||||||
| Thomas E. McCormick | | | $ | 1,658,293 | | | | | 60% | | | | | 57.2% | | | | | 75% | | | | $ | 426,949 | | | Thomas E. McCormick | | | $ | 1,000,154 | | | | | 60% | | | | | 94.5% | | | | $ | 566,951 | | | |||||||||
| Kenneth M. Dodgen | | | | 794,430 | | | | | 60 | | | | | 57.2 | | | | | 75 | | | | | 204,536 | | | Kenneth M. Dodgen | | | | 518,423 | | | | | 60 | | | | | 94.5 | | | | | 293,876 | | | |||||||||
| John F. Moreno Jr. | | | | 966,371 | | | | | 60 | | | | | 57.2 | | | | | 75 | | | | | 248,805 | | | John F. Moreno Jr. | | | | 593,385 | | | | | 60 | | | | | 94.5 | | | | | 336,369 | | | |||||||||
| John M. Perisich | | | | 869,801 | | | | | 60 | | | | | 57.2 | | | | | 75 | | | | | 223,941 | | | John M. Perisich | | | | 525,039 | | | | | 60 | | | | | 94.5 | | | | | 297,626 | | |
| If New Business Taken is (in millions) | | % of Target | | Achievement % | | If New Business Taken is (in millions) | | % of Target | | Achievement % | | ||||||||||
| Below $3,172.1 (threshold) | | Less than 75% | | | | 0% | | | Below $3,246.2 (threshold) | | Less than 75% | | | | 0% | | | ||||
| $3,172.1 | | 75% | | | | 20% | | | $3,246.2 | | 75% | | | | 25% | | | ||||
| $4,229.5 (target) | | 100% | | | | 70% | | | $4,328.3 (target) | | 100% | | | | 100% | | | ||||
| $4,229.5 | | 115% | | | | 100% | | | At or above $5,193.9 (maximum) | | Greater than 120% | | | | 150% | | | ||||
| Above $4,863.9 (maximum) | | Greater than 115% | | | | 120% | | |
PRIMORIS | 55 |
| Name | | ICP Target Amount | | ICP New Business Generated Component | | Achievement Percentage | | Multiplier | | ICP New Business Generated Award Earned(1) | | Name | | AIP Target Amount | | AIP New Business Generated Component | | Achievement Percentage | | AIP New Business Generated Award Earned(1) | | ||||||||||||||||||||||||||||||||||||
| Thomas E. McCormick | | | $ | 1,658,293 | | | | | 25% | | | | | 88.4% | | | | | 75% | | | | $ | 274,830 | | | Thomas E. McCormick | | | $ | 1,000,154 | | | | | 20% | | | | | 150.0% | | | | $ | 300,046 | | | |||||||||
| Kenneth M. Dodgen | | | | 794,430 | | | | | 25 | | | | | 88.4 | | | | | 75 | | | | | 131,661 | | | Kenneth M. Dodgen | | | | 518,423 | | | | | 20 | | | | | 150.0 | | | | | 155,527 | | | |||||||||
| John F. Moreno Jr. | | | | 966,371 | | | | | 25 | | | | | 88.4 | | | | | 75 | | | | | 160,157 | | | John F. Moreno Jr. | | | | 593,385 | | | | | 20 | | | | | 150.0 | | | | | 178,015 | | | |||||||||
| John M. Perisich | | | | 869,801 | | | | | 25 | | | | | 88.4 | | | | | 75 | | | | | 144,152 | | | John M. Perisich | | | | 525,039 | | | | | 20 | | | | | 150.0 | | | | | 157,512 | | |
| If Cash Management is (in days) | | % of Target | | Achievement % | | If Cash Management is (in days) | | % of Target | | Achievement % | | ||||||||||
| Above 87.5 (threshold) | | Greater than 125% | | | | 0% | | | Above 87.5 (threshold) | | Greater than 125% | | | | 0% | | | ||||
| 87.5 | | 125% | | | | 20% | | | 87.5 | | 125% | | | | 25% | | | ||||
| 70 (target) | | 100% | | | | 70% | | | 70 (target) | | 100% | | | | 100% | | | ||||
| 59.5 | | 85% | | | | 100% | | | At or below 56.0 (maximum) | | Less than 80% | | | | 150% | | | ||||
| Below 59.5 (maximum) | | Less than 85% | | | | 120% | | |
| Name | | ICP Target Amount | | ICP Cash Management Component | | Achievement Percentage | | Multiplier | | ICP Cash Management Award Earned | | Name | | AIP Target Amount | | AIP Cash Management Component | | Achievement Percentage | | AIP Cash Management Award Earned | | ||||||||||||||||||||||||||||||||||||
| Thomas E. McCormick | | | $ | 1,658,293 | | | | | 10% | | | | | 120.0% | | | | | 75% | | | | $ | 149,246 | | | Thomas E. McCormick | | | $ | 1,000,154 | | | | | 10% | | | | | 146.4% | | | | $ | 146,451 | | | |||||||||
| Kenneth M. Dodgen | | | | 794,430 | | | | | 10 | | | | | 120.0 | | | | | 75 | | | | | 71,499 | | | Kenneth M. Dodgen | | | | 518,423 | | | | | 10 | | | | | 146.4 | | | | | 75,912 | | | |||||||||
| John F. Moreno Jr. | | | | 966,371 | | | | | 10 | | | | | 120.0 | | | | | 75 | | | | | 86,973 | | | John F. Moreno Jr. | | | | 593,385 | | | | | 10 | | | | | 146.4 | | | | | 86,888 | | | |||||||||
| John M. Perisich | | | | 869,801 | | | | | 10 | | | | | 120.0 | | | | | 75 | | | | | 78,282 | | | John M. Perisich | | | | 525,039 | | | | | 10 | | | | | 146.4 | | | | | 76,881 | | |
56 | PRIMORIS | 2023 PROXY STATEMENT |
| If TRIR is | | % of Target | | Achievement % | | If TRIR is | | % of Target | | Achievement % | | ||||||||||
| Above 0.75 (threshold) | | Greater than 125% | | | | 0% | | | Above 0.73 (threshold) | | Greater than 125% | | | | 0% | | | ||||
| 0.75 | | 125% | | | | 20% | | | 0.75 | | 125% | | | | 25% | | | ||||
| 0.60 (target) | | 100% | | | | 70% | | | 0.58 (target) | | 100% | | | | 100% | | | ||||
| 0.51 | | 85% | | | | 100% | | | Below 0.46 (maximum) | | Less than 80% | | | | 150% | | | ||||
| Below 0.51 (maximum) | | Less than 85% | | | | 120% | | |
| Name | | ICP Target Amount | | ICP Safety Component | | Achievement Percentage | | Multiplier | | ICP Safety Award Earned | | Name | | AIP Target Amount | | AIP Safety Component | | Achievement Percentage | | AIP Safety Award Earned | | ||||||||||||||||||||||||||||||||||||
| Thomas E. McCormick | | | $ | 1,658,293 | | | | | 5% | | | | | 120.0% | | | | | 75% | | | | $ | 74,623 | | | Thomas E. McCormick | | | $ | 1,000,154 | | | | | 10% | | | | | 132.9% | | | | $ | 132,902 | | | |||||||||
| Kenneth M. Dodgen | | | | 794,430 | | | | | 5 | | | | | 120.0 | | | | | 75 | | | | | 35,749 | | | Kenneth M. Dodgen | | | | 518,423 | | | | | 10 | | | | | 132.9 | | | | | 68,889 | | | |||||||||
| John F. Moreno Jr. | | | | 966,371 | | | | | 5 | | | | | 120.0 | | | | | 75 | | | | | 43,487 | | | John F. Moreno Jr. | | | | 593,385 | | | | | 10 | | | | | 132.9 | | | | | 78,850 | | | |||||||||
| John M. Perisich | | | | 869,801 | | | | | 5 | | | | | 120.0 | | | | | 75 | | | | | 39,141 | | | John M. Perisich | | | | 525,039 | | | | | 10 | | | | | 132.9 | | | | | 69,768 | | |
| Name | | 2021 Discretionary Performance Amount | | 2020 Discretionary Performance Amount | | $ increase (decrease) | | Name | | 2021 Discretionary Performance Amount | | ||||||||||||||||
| Thomas E. McCormick | | | $ | 352,387 | | | | $ | 349,142 | | | | $ | 3,245 | | | Thomas E. McCormick | | | $ | 352,387 | | | ||||
| Kenneth M. Dodgen | | | | 178,747 | | | | | 175,375 | | | | | 3,372 | | | Kenneth M. Dodgen | | | | 178,747 | | | ||||
| John F. Moreno, Jr. | | | | 193,274 | | | | | 213,847 | | | | | (20,573) | | | John F. Moreno, Jr. | | | | 193,274 | | | ||||
| John M. Perisich | | | | 206,578 | | | | | 200,227 | | | | | 6,351 | | | John M. Perisich | | | | 206,578 | | |
PRIMORIS | 57 |
| Name | | | RSUs Granted | | |||
| Thomas E. McCormick | | | | | 18,021 | | |
| Kenneth M. Dodgen | | | | | 8,774 | | |
| John F. Moreno, Jr | | | | | 10,332 | | |
| John M. Perisich | | | | | 9,759 | | |
| Name | | | Guideline | |
| Chief Executive Officer | | | 3x base salary | |
| Other Executive Officers | | | 2x base salary | |
| | • shares owned separately by the officer or owned either jointly with, or separately by, his or her immediate family members residing in the same household; | |
| | • shares held in trust for the benefit of the officer or his immediate family members; | |
| | • shares purchased on the open market; | |
| | • shares purchased or awarded through the Company’s Long-term Retention Plan (the “LTR Plan”); | |
| | • vested and unvested time-based restricted stock or restricted stock units; and | |
| | • dividend equivalent shares. | |
58 | PRIMORIS | 2023 PROXY STATEMENT |
| | • The Compensation Committee structures compensation at the senior management level to consist of both fixed and variable compensation. The base salaries of senior management are typically set at market levels and are designed to provide a steady income so that senior management does not feel pressured to focus exclusively on stock price performance to the detriment of other important business metrics. The variable portions of compensation are generally designed to reward both short-term and long-term performance as measured under several financial and operational performance metrics. Additionally, PSUs and RSUs generally vest over three years, | |
| | • The Compensation Committee believes the financial and operational performance measures for determining cash and equity awards earned under our | |
| | • The Board has adopted stock ownership guidelines for our executive officers, which the Compensation Committee believes provide a considerable incentive for management to consider the Company’s long-term interests because a meaningful portion of their personal investment portfolio consists of the Company’s Common Stock. | |
| | • Individual awards are capped under our | |
| | • The Company has a clawback policy that allows us to recover certain incentive compensation from executive officers and other senior management for the achievement of certain Company financial results that were subsequently subject to a restatement. | |
PRIMORIS | |
| Name and Principal Position | | Year | | Salary(1) | | Bonus(2) | | Stock Awards(3) | | Non-Equity Incentive Plan Compensation(4) | | All Other Compensation(5) | | Total | | Name and Principal Position | | Year | | Salary(1) | | Bonus(2) | | Stock Awards(3) | | Non-Equity Incentive Plan Compensation(4) | | All Other Compensation(5) | | Total | | ||||||||||||||
| Thomas E. McCormick President and Chief Executive Officer | | | 2021 | | $737,019 | | td64,291 | | td,644,586 | | $694,236 | | td06,506 | | $3,446,638 | | Thomas E. McCormick President and Chief Executive Officer | | | 2022 | | $833,461 | | $— | | $475,214 | | td,146,351 | | td30,561 | | td,585,587 | | ||||||||||||
| 2020 | | 653,365 | | 261,857 | | 223,121 | | 909,188 | | 103,620 | | 2,151,151 | | | 2021 | | 737,019 | | 264,291 | | 1,644,586 | | 694,236 | | 106,506 | | 3,446,638 | | |||||||||||||||||
| 2019 | | 593,850 | | 100,212 | | — | | 469,189 | | 61,791 | | 1,225,042 | | | 2020 | | 653,365 | | 261,857 | | 223,121 | | 909,188 | | 103,620 | | 2,151,151 | | |||||||||||||||||
| Kenneth M. Dodgen Executive Vice President, Chief Financial Officer | | | 2021 | | $453,960 | | td34,060 | | $673,805 | | $332,584 | | $64,821 | | td,659,230 | | Kenneth M. Dodgen Executive Vice President, Chief Financial Officer | | | 2022 | | $518,423 | | $— | | td31,370 | | $594,204 | | $86,844 | | td,430,841 | | ||||||||||||
| 2020 | | 421,956 | | 131,532 | | 122,462 | | 456,689 | | 36,374 | | 1,169,013 | | | 2021 | | 453,960 | | 134,060 | | 673,805 | | 332,584 | | 64,821 | | 1,659,230 | | |||||||||||||||||
| 2019 | | 393,173 | | 51,604 | | — | | 260,936 | | 51,552 | | 757,265 | | | 2020 | | 421,956 | | 131,532 | | 122,462 | | 456,689 | | 36,374 | | 1,169,013 | | |||||||||||||||||
| John F. Moreno, Jr. Executive Vice President, Chief Operating Officer | | | 2021 | | $552,212 | | td44,956 | | $844,824 | | $404,566 | | $57,467 | | td,004,025 | | John F. Moreno, Jr. Executive Vice President, Chief Operating Officer | | | 2022 | | $593,385 | | $— | | td72,455 | | $680,122 | | $67,540 | | td,613,502 | | ||||||||||||
| 2020 | | 514,519 | | 160,385 | | 112,888 | | 556,871 | | 61,160 | | 1,405,823 | | | 2021 | | 552,212 | | 144,956 | | 844,824 | | 404,566 | | 57,467 | | 2,004,025 | | |||||||||||||||||
| 2019 | | 338,463 | | 63,461 | | 500,000 | | 224,626 | | 21,342 | | 1,147,892 | | | 2020 | | 514,519 | | 160,385 | | 112,888 | | 556,871 | | 61,160 | | 1,405,823 | | |||||||||||||||||
| John M. Perisich Executive Vice President, Chief Legal Officer | | | 2021 | | $497,029 | | td54,933 | | $719,659 | | $364,138 | | $46,113 | | td,781,872 | | John M. Perisich Executive Vice President, Chief Legal Officer | | | 2022 | | $525,039 | | $— | | td57,345 | | $601,786 | | $86,659 | | td,470,829 | | ||||||||||||
| 2020 | | 481,749 | | 150,170 | | 147,175 | | 521,403 | | 36,550 | | 1,337,047 | | | 2021 | | 497,029 | | 154,933 | | 719,659 | | 364,138 | | 46,113 | | 1,781,872 | | |||||||||||||||||
| 2019 | | 461,568 | | 69,235 | | — | | 306,327 | | 36,532 | | 873,662 | | | 2020 | | 481,749 | | 150,170 | | 147,175 | | 521,403 | | 36,550 | | 1,337,047 | |
| | | Year | | Auto Allowance | | Personal Use of Company Airplane(a) | | Company Paid Portion of Health Care Benefits | | Company Paid Contributions to Employee 401(k) savings account | | Dividend Equivalent Units(b) | | Total Other Compensation | | | | Year | | Auto Allowance | | Personal Use of Company Airplane(a) | | Company Paid Portion of Health Care Benefits | | Company Paid Contributions to Employee 401(k) savings account | | Total Other Compensation | | |||||||||||||
| Thomas E. McCormick | | 2021 | | $12,000 | | $70,265 | | $12,641 | | $11,600 | | $— | | $106,506 | | Thomas E. McCormick | | 2022 | | $12,000 | | $93,196 | | $13,165 | | $12,200 | | $130,561 | | |||||||||||||
| Kenneth M. Dodgen | | 2021 | | $10,800 | | $29,035 | | $12,641 | | $11,600 | | $745 | | $64,821 | | Kenneth M. Dodgen | | 2022 | | $11,800 | | $49,679 | | $13,165 | | $12,200 | | $86,844 | | |||||||||||||
| John F. Moreno, Jr. | | 2021 | | $12,000 | | $21,196 | | $12,671 | | $11,600 | | $— | | $57,467 | | John F. Moreno, Jr. | | 2022 | | $12,000 | | $28,113 | | $15,227 | | $12,200 | | $67,540 | | |||||||||||||
| John M. Perisich | | 2021 | | $12,000 | | $9,872 | | $12,641 | | $11,600 | | $— | | $46,113 | | John M. Perisich | | 2022 | | $12,000 | | $49,294 | | $13,165 | | $12,200 | | $86,659 | |
PRIMORIS | 61 |
| | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units(2) | | Grant Date Fair Value of Stock Awards(3) | | | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units(2) | | Grant Date Fair Value of Stock Awards(3) | | ||||||||||||||||
| | | Grant Date | | Threshold ($) | | Target ($) | | Maximum ($) | | | | Grant Date | | Threshold ($) | | Target ($) | | Maximum ($) | | ||||||||||||||||||||
| Thomas E. McCormick | | N/A | | 186,558 | | 652,953 | | 1,119,348 | | | | | | Thomas E. McCormick | | N/A | | 208,365 | | 1,000,154 | | 1,205,192 | | | | | | ||||||||||||
| | | 3/1/2021 | | | | | | | | 19,258 | | $644,565 | | | | 3/1/2022 | | | | | | | | 18,021 | | $475,214 | | ||||||||||||
| | | 6/29/2021 | | | | | | | | 33,922 | | 1,000,021 | | Kenneth M. Dodgen | | N/A | | 129,606 | | 518,423 | | 777,635 | | | | | | ||||||||||||
| Kenneth M. Dodgen | | N/A | | 89,373 | | 312,807 | | 536,240 | | | | | | | | 3/1/2022 | | | | | | | | 8,774 | | $231,370 | | ||||||||||||
| | | 3/1/2021 | | | | | | | | 9,674 | | $323,789 | | John F. Moreno, Jr. | | N/A | | 148,346 | | 593,385 | | 890,077 | | | | | | ||||||||||||
| | | 6/29/2021 | | | | | | | | 11,873 | | 350,016 | | | | 3/1/2022 | | | | | | | | 10,332 | | $272,455 | | ||||||||||||
| John F. Moreno, Jr. | | N/A | | 108,717 | | 380,508 | | 652,300 | | | | | | John M. Perisich | | N/A | | 131,260 | | 525,039 | | 787,558 | | | | | | ||||||||||||
| | | 3/1/2021 | | | | | | | | 11,796 | | $394,812 | | | | 3/1/2022 | | | | | | | | 9,759 | | $257,345 | | ||||||||||||
| | | 6/29/2021 | | | | | | | | 15,265 | | 450,012 | | ||||||||||||||||||||||||||
| John M. Perisich | | N/A | | 97,853 | | 342,484 | | 587,115 | | | | | | ||||||||||||||||||||||||||
| | | 3/1/2021 | | | | | | | | 11,044 | | $369,643 | | ||||||||||||||||||||||||||
| | | 6/29/2021 | | | | | | | | 11,873 | | 350,016 | |
| | | | 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(1) | | | ||
| Thomas E. McCormick | | | | | $ | | | |||
| Kenneth M. Dodgen | | | | | | | ||||
| John F. Moreno, Jr. | | | | | | | ||||
| John M. Perisich | | | | | | |
62 | PRIMORIS | 2023 PROXY STATEMENT |
| | | | Stock Awards | | | | | Stock Awards | | | | | ||||||
| | | Number of Shares Acquired on Vesting | | Value Realized on Vesting(1) | | | | Number of Shares Acquired on Vesting | | Value Realized on Vesting(1) | | | ||||||
| Thomas E. McCormick | | 3,783 | | $126,617 | | Thomas E. McCormick | | 10,200 | | $248,112 | | | ||||||
| Kenneth M. Dodgen | | 4,130 | | 120,402 | | Kenneth M. Dodgen | | 5,301 | | 129,306 | | | ||||||
| John F. Moreno, Jr. | | 1,914 | | 64,062 | | John F. Moreno, Jr. | | 30,204 | | 735,192 | | | ||||||
| John M. Perisich | | 16,926 | | 465,208 | | John M. Perisich | | 6,176 | | 150,898 | | |
| | | Base Salary(1) | | Equity(2) | | Bonus(3) | | Health Care Benefits(4) | | Accrued Vacation(5) | | Total | | | | Base Salary(1) | | Equity(2) | | Bonus(3) | | Health Care Benefits(4) | | Accrued Vacation(5) | | Total | | ||||||||||||||||||||||||||||||||||||||||||||||||
| Thomas E. McCormick | | | $ | 750,000 | | | | $ | 1,456,689 | | | | $ | 1,687,500 | | | | $ | 22,089 | | | | $ | 43,269 | | | | $ | 3,959,547 | | | Thomas E. McCormick | | | $ | 1,700,000 | | | | $ | 1,504,294 | | | | $ | 1,146,351 | | | | $ | 28,586 | | | | $ | 81,731 | | | | $ | 4,460,962 | | | ||||||||||||
| Kenneth M. Dodgen | | | | 460,000 | | | | | 616,286 | | | | | 805,000 | | | | | 22,089 | | | | | 26,538 | | | | | 1,929,913 | | | Kenneth M. Dodgen | | | | 530,000 | | | | | 640,034 | | | | | 594,204 | | | | | 25,460 | | | | | 50,962 | | | | | 1,840,660 | | | ||||||||||||
| John F. Moreno, Jr. | | | | 560,000 | | | | | 1,320,507 | | | | | 980,000 | | | | | 20,333 | | | | | 32,308 | | | | | 2,913,147 | | | John F. Moreno, Jr. | | | | 600,000 | | | | | 776,106 | | | | | 680,122 | | | | | 27,104 | | | | | 57,692 | | | | | 2,141,294 | | | ||||||||||||
| John M. Perisich | | | | 500,000 | | | | | 669,234 | | | | | 875,000 | | | | | 22,089 | | | | | 28,846 | | | | | 2,095,169 | | | John M. Perisich | | | | 530,000 | | | | | 690,869 | | | | | 601,786 | | | | | 22,710 | | | | | 50,962 | | | | | 1,896,327 | | |
2023 PROXY STATEMENT | PRIMORIS | 63 |
| Plan category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights under equity plan(1) (a) | | Weighted-average exercise price per share of outstanding options, warrants and rights (b) | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Plan category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights under equity plan(1) (a) | | Weighted-average exercise price per share of outstanding options, warrants and rights (b) | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | ||||||
| Equity compensation plans approved by security holders | | 418,461 | | $ — | | 869,882 | | Equity compensation plans approved by security holders | | 508,877 | | $— | | 551,239 | | ||||||
| Equity compensation plans not approved by security holders | | — | | — | | — | | Equity compensation plans not approved by security holders | | — | | — | | — | | ||||||
| Total | | 418,461 | | $ — | | 869,882 | | Total | | 508,877 | | $— | | 551,239 | |
2023 PROXY STATEMENT |
| | | | Summary Compensation Table Total for PEO(1) (b) | | | Compensation Actually Paid to PEO(1)(2) (c) | | | Average Summary Compensation Table Total for Non-PEO NEOs(1) (d) | | | Average Compensation Actually Paid to Non-PEO NEOs(1)(2) (e) | | | Value of initial fixed 100$ investment based on | | | Net Income (h) | | | Operating Income (i) | | |||
| Year (a) | | | Total Shareholder Return(3) (f) | | | Peer Group Total Shareholder Return(4) (g) | | ||||||||||||||||||
| 2022 | | | $2,585,857 | | | $2,406,439 | | | $1,505,057 | | | $1,419,644 | | | $101.97 | | | $249.65 | | | $133,021 | | | $195,338 | |
| 2021 | | | 3,446,638 | | | 3,072,011 | | | 1,815,042 | | | 1,312,950 | | | 110.16 | | | 209.89 | | | 115,739 | | | 170,151 | |
| 2020 | | | 2,151,151 | | | 2,241,376 | | | 1,303,961 | | | 1,236,365 | | | 125.72 | | | 138.69 | | | 104,983 | | | 163,949 | |
| | | | 2022 | | | 2021 | | | 2020 | |
| Summary Compensation Table Total for PEO (column b) | | | $2,585,857 | | | $3,446,638 | | | $2,151,151 | |
| - Summary Compensation Table “Stock Awards” column value | | | $(475,214) | | | $(1,644,586) | | | $(223,121) | |
| + Year-end fair value of equity awards granted in the covered year that are outstanding and unvested at year-end | | | $395,381 | | | $1,275,256 | | | $313,346 | |
| +/- Year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested at year-end | | | $(103,108) | | | $(27,465) | | | $— | |
| +/- Year-over-year change as of the vesting date in fair value of equity awards granted in any prior years which vested during the covered fiscal year | | | $3,523 | | | $22,168 | | | $— | |
| Compensation Actually Paid to PEO (column c) | | | $2,406,439 | | | $3,072,011 | | | $2,241,376 | |
| | | | 2022 | | | 2021 | | | 2020 | |
| Summary Compensation Table Average Total for NON-PEO NEOs (column d) | | | 1,505,057 | | | 1,815,042 | | | 1,303,961 | |
| - Summary Compensation Table “Stock Awards” column value | | | (253,723) | | | (746,096) | | | (311,289) | |
| + Year-end fair value of equity awards granted in the covered year that are outstanding and unvested at year-end | | | $211,099 | | | $285,862 | | | $179,069 | |
| +/- Year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested at year-end | | | $(45,676) | | | $(44,952) | | | $72,787 | |
| +/- Year-over-year change as of the vesting date in fair value of equity awards granted in any prior years which vested during the covered fiscal year | | | $2,887 | | | $3,094 | | | $(8,163) | |
| Average Compensation Actually Paid to NON-PEO NEOs (column e) | | | $1,419,644 | | | $1,312,950 | | | $1,236,365 | |
2023 PROXY STATEMENT | PRIMORIS | 65 |
66 | PRIMORIS | 2023 PROXY STATEMENT |
| | Net Income | | |
| | Operating Income | | |
| | Adjusted EBITDA | | |
| | New Business Generated | | |
| | Total Recordable Incident Rate | | |
2023 PROXY STATEMENT | PRIMORIS | 67 |
PRIMORIS | |
70 | PRIMORIS | 2023 PROXY STATEMENT |
2023 PROXY STATEMENT | PRIMORIS | 71 |